Exhibit 99.1

 

 

 

PJT Partners Inc. Reports Second Quarter 2017 Results

 

Highlights

 

 

Total Revenues of $109.3 million for second quarter 2017, up 22% year-over-year

 

o

Advisory Revenues of $73.3 million for second quarter 2017, up 24% year-over-year

 

o

Placement Revenues of $33.5 million for second quarter 2017, up 17% year-over-year

 

Total Revenues of $230.3 million for the six months ended June 30, 2017, up 13% year-over-year

 

Strong balance sheet at quarter-end with $95.8 million of cash, cash equivalents and short-term investments; no funded debt

 

Intend to repurchase approximately 180,000 Partnership Units for cash in August 2017, bringing year-to-date repurchases to approximately 1.1 million Partnership Units

New York, August 2, 2017: PJT Partners Inc. (the “Company” or “PJT Partners”) (NYSE: PJT) today reported Total Revenues for the three months ended June 30, 2017 of $109.3 million compared with $89.3 million for the three months ended June 30, 2016. GAAP Pretax Loss was $2.1 million for the three months ended June 30, 2017 compared with GAAP Pretax Loss of $10.3 million for the three months ended June 30, 2016. Adjusted Pretax Income was $16.2 million for the three months ended June 30, 2017 compared with $8.5 million for the three months ended June 30, 2016.

Total Revenues for the six months ended June 30, 2017 were $230.3 million compared with $204.6 million for the six months ended June 30, 2016. GAAP Pretax Income was nominally positive for the six months ended June 30, 2017 compared with GAAP Pretax Loss of $7.5 million for the six months ended June 30, 2016. Adjusted Pretax Income was $38.9 million for the six months ended June 30, 2017 compared with $29.4 million for the six months ended June 30, 2016.

Paul J. Taubman, Chairman and Chief Executive Officer, said, “With every day that passes, PJT Partners continues to build out a world-class advisory firm that has become an established destination for best-in-class talent. Our first half results are further confirmation that our strategy is resonating in the marketplace. We remain confident in our near, intermediate and long term prospects.”

 

The Company’s revenues and net income (loss) can fluctuate materially depending on the number, size and timing of completed transactions on which it advises as well as other factors. Accordingly, financial results in any particular quarter may not be representative of future results over a longer period of time.

 

1


Revenues

The following table sets forth revenues for the three and six months ended June 30, 2017 and 2016 (dollars in millions; unaudited):

 

Three Months Ended June 30,

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

 

 

 

 

 

2017

 

 

2016

 

 

% Change

 

 

 

2017

 

 

2016

 

 

% Change

 

Advisory

 

$

73.3

 

 

$

59.1

 

 

 

24

%

 

 

$

172.7

 

 

$

140.6

 

 

 

23

%

Placement

 

 

33.5

 

 

 

28.7

 

 

 

17

%

 

 

 

53.0

 

 

 

60.6

 

 

 

-13

%

Interest Income & Other

 

 

2.5

 

 

 

1.6

 

 

 

58

%

 

 

 

4.6

 

 

 

3.4

 

 

 

37

%

Total Revenues (a)

 

$

109.3

 

 

$

89.3

 

 

 

22

%

 

 

$

230.3

 

 

$

204.6

 

 

 

13

%

__________________________

(a)

Amounts may not add due to rounding.

For the three months ended June 30, 2017, Total Revenues were $109.3 million compared with $89.3 million for the three months ended June 30, 2016, an increase of 22%. Advisory Revenues were $73.3 million for the three months ended June 30, 2017 compared with $59.1 million for the three months ended June 30, 2016, an increase of 24%. The increase in Advisory Revenues was driven by an increase in average fees earned during the three months ended June 30, 2017, primarily in our strategic advisory business. Placement Revenues were $33.5 million for the three months ended June 30, 2017 compared with $28.7 million for the three months ended June 30, 2016, an increase of 17%. The increase in Placement Revenues was driven by an increase in average fees earned during the three months ended June 30, 2017.

For the six months ended June 30, 2017, Total Revenues were $230.3 million compared with $204.6 million for the six months ended June 30, 2016, an increase of 13%. Advisory Revenues were $172.7 million for the six months ended June 30, 2017 compared with $140.6 million for the six months ended June 30, 2016, an increase of 23%. The increase in Advisory Revenues was driven by an increase in average fees earned during the six months ended June 30, 2017 in both our strategic advisory and restructuring and special situations businesses. Placement Revenues were $53.0 million for the six months ended June 30, 2017 compared with $60.6 million for the six months ended June 30, 2016, a decrease of 13%. The decrease in Placement Revenues was driven by a decrease in average fees earned during the six months ended June 30, 2017.

Expenses

The following tables set forth information relating to the Company’s expenses for the three and six months ended June 30, 2017 and 2016 (dollars in millions; unaudited):

 

Three Months Ended June 30,

 

 

 

2017

 

 

2016

 

 

 

GAAP

 

 

As Adjusted (a)

 

 

GAAP

 

 

As Adjusted (a)

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and Benefits

 

$

87.6

 

 

$

70.0

 

 

$

72.0

 

 

$

56.0

 

% of Revenues

 

 

80.1

%

 

 

64.0

%

 

 

80.6

%

 

 

62.7

%

Non-Compensation

 

$

23.8

 

 

$

23.1

 

 

$

27.6

 

 

$

24.8

 

% of Revenues

 

 

21.8

%

 

 

21.1

%

 

 

30.9

%

 

 

27.8

%

Total Expenses (b)

 

$

111.4

 

 

$

93.1

 

 

$

99.5

 

 

$

80.8

 

% of Revenues

 

 

101.9

%

 

 

85.1

%

 

 

111.5

%

 

 

90.5

%

Pretax Income (Loss) (b)

 

$

(2.1

)

 

$

16.2

 

 

$

(10.3

)

 

$

8.5

 

% of Revenues

 

N/M

 

 

 

14.9

%

 

N/M

 

 

 

9.5

%

__________________________

(a)

See Appendix for reconciliations of GAAP to Non-GAAP Financial Data.

(b)

Amounts may not add or recalculate due to rounding.

N/M

Not meaningful.

2


 

 

Six Months Ended June 30,

 

 

 

2017

 

 

2016

 

 

 

GAAP

 

 

As Adjusted (a)

 

 

GAAP

 

 

As Adjusted (a)

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and Benefits

 

$

183.2

 

 

$

147.4

 

 

$

160.1

 

 

$

128.8

 

% of Revenues

 

 

79.6

%

 

 

64.0

%

 

 

78.3

%

 

 

63.0

%

Non-Compensation

 

$

47.0

 

 

$

44.0

 

 

$

52.0

 

 

$

46.4

 

% of Revenues

 

 

20.4

%

 

 

19.1

%

 

 

25.4

%

 

 

22.7

%

Total Expenses (b)

 

$

230.3

 

 

$

191.4

 

 

$

212.1

 

 

$

175.2

 

% of Revenues

 

 

100.0

%

 

 

83.1

%

 

 

103.7

%

 

 

85.6

%

Pretax Income (Loss) (b)

 

$

0.0

 

 

$

38.9

 

 

$

(7.5

)

 

$

29.4

 

% of Revenues

 

 

0.0

%

 

 

16.9

%

 

N/M

 

 

 

14.4

%

__________________________

(a)

See Appendix for reconciliations of GAAP to Non-GAAP Financial Data.

(b)

Amounts may not add or recalculate due to rounding.

N/M

Not meaningful.

 

Compensation and Benefits Expense

Three Months Ended

GAAP Compensation and Benefits Expense was $87.6 million for the three months ended June 30, 2017 compared with $72.0 million for the three months ended June 30, 2016. Adjusted Compensation and Benefits Expense was $70.0 million for the three months ended June 30, 2017 compared with $56.0 million for the three months ended June 30, 2016. The increase in Compensation and Benefits Expense was primarily due to an increase in headcount and improved business performance.

Six Months Ended

GAAP Compensation and Benefits Expense was $183.2 million for the six months ended June 30, 2017 compared with $160.1 million for the six months ended June 30, 2016. Adjusted Compensation and Benefits Expense was $147.4 million for the six months ended June 30, 2017 compared with $128.8 million for the six months ended June 30, 2016. The increase in Compensation and Benefits Expense was primarily due to an increase in headcount and improved business performance.

Non-Compensation Expense

Three Months Ended

GAAP Non-Compensation Expense was $23.8 million for the three months ended June 30, 2017 compared with $27.6 million for the three months ended June 30, 2016. Adjusted Non-Compensation Expense was $23.1 million for the three months ended June 30, 2017 compared with $24.8 million for the three months ended June 30, 2016.

Non-Compensation Expense decreased during the three months ended June 30, 2017 compared with the three months ended June 30, 2016, primarily driven by decreases in amortization expense and professional fees. The decrease in amortization expense is related to certain intangible assets identified in connection with the spin-off that have fully amortized.

Six Months Ended

GAAP Non-Compensation Expense was $47.0 million for the six months ended June 30, 2017 compared with $52.0 million for the six months ended June 30, 2016. Adjusted Non-Compensation Expense was

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$44.0 million for the six months ended June 30, 2017 compared with $46.4 million for the six months ended June 30, 2016.

Non-Compensation Expense decreased during the six months ended June 30, 2017 compared with the six months ended June 30, 2016, primarily driven by decreases in amortization expense and professional fees. The decrease in amortization expense is related to certain intangible assets identified in connection with the spin-off that have fully amortized.

Provision for Taxes

As of June 30, 2017, PJT Partners Inc. owned 55.6% of PJT Partners Holdings LP, which is subject to corporate U.S. federal and state income tax. PJT Partners Holdings LP continues to be subject to New York City unincorporated business tax and other entity-level taxes imposed by certain state and foreign jurisdictions. Please refer to Note 3. “Reorganization and Spin-off” in the “Notes to Consolidated and Combined 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, 2016 for further information about the corporate ownership structure.

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 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 three and six months ended June 30, 2017 was 36.1% and 36.3%, respectively, which excludes the tax benefits of the adjustments for transaction-related equity-based compensation expense, amortization expense and spin-off-related payables due to The Blackstone Group L.P. (“Blackstone”). The decrease in tax rate from the three and six months ended June 30, 2016 is due primarily to an increased tax benefit related to the delivery of vested shares at a value in excess of their amortized cost.

Capital Management and Balance Sheet

As of June 30, 2017, the Company held cash, cash equivalents and short-term investments of $95.8 million and there was no funded debt.

Partnership Units may be presented to the Company for exchange on a quarterly basis and repurchased for cash, or at the Company’s election, for shares of the Company’s Class A common stock on a one-for-one basis. During the second quarter of 2017, the Company repurchased 526,733 Partnership Units for cash at a price of $36.29 per Partnership Unit. An additional 180,056 Partnership Units have been presented to be exchanged, which the Company will repurchase for cash on August 9, 2017 at a price to be determined by the per share volume-weighted average price of the Company’s Class A common stock on August 4, 2017.

Dividend

The Board of Directors of PJT Partners Inc. has declared a quarterly dividend of $0.05 per share of Class A common stock. The dividend will be paid on September 21, 2017 to Class A common stockholders of record on September 7, 2017.

Quarterly Investor Call Details

PJT Partners will host a conference call on August 2, 2017 at 8:30 a.m. ET to discuss its second quarter 2017 results. The conference call can be accessed via the internet on www.pjtpartners.com or by dialing +1 (888) 339-2688 (U.S. domestic) or +1 (617) 847-3007 (international), passcode 537 110 54#. For those unable to listen to the live broadcast, a replay will be available following the call at

4


www.pjtpartners.com or by dialing +1 (888) 286-8010 (U.S. domestic) or +1 (617) 801-6888 (international), passcode 166 839 47#.

About PJT Partners

PJT Partners is a global advisory-focused investment bank. Our team of senior professionals delivers a wide array of strategic advisory, restructuring and special situations and private fund advisory and placement 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 realize major corporate milestones and solve complex issues. We also provide, through Park Hill Group, private fund advisory and placement services for alternative investment managers, including private equity funds, real estate funds and hedge funds. To learn more about PJT Partners, please visit the Company’s 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, 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,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in such forward-looking statements. You should not put undue reliance on any forward-looking statements contained herein. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

The risk factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the United States Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings with the SEC, accessible on the SEC’s website at www.sec.gov, could cause our results to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that we are unable to predict at this time or that are not currently expected to have a material adverse effect on our business. Any such risks could cause our 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; 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 equity-based compensation expense, including expense related to Partnership Units with both time-based vesting and market conditions as well as equity-based retention awards granted in connection with the spin-off; (b) intangible asset amortization associated with Blackstone’s initial public offering (“IPO”) and the acquisition of PJT Capital LP; and (c) the amount the

5


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 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 and the annualization of discrete permanent differences.

Investor Relations Contact

 

Sharon Pearson

PJT Partners Inc.

Tel: +1 (212) 364-7120

pearson@pjtpartners.com

 

Media Contact

 

Steve Frankel / Jonathan Keehner / Julie Oakes

Joele Frank, Wilkinson Brimmer Katcher

Tel: +1 (212) 355-4449

6


Appendix

GAAP Condensed Consolidated Statements of Operations (unaudited)

Reconciliations of GAAP to Non-GAAP Financial Data (unaudited)

Summary of Shares Outstanding (unaudited)

 

7


 

PJT Partners Inc.

GAAP Condensed Consolidated Statements of Operations (unaudited)

(Dollars in Thousands, Except Share and Per Share Data)

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advisory

 

$

73,349

 

 

$

59,078

 

 

$

172,688

 

 

$

140,632

 

Placement

 

 

33,503

 

 

 

28,652

 

 

 

53,005

 

 

 

60,603

 

Interest Income and Other

 

 

2,458

 

 

 

1,554

 

 

 

4,586

 

 

 

3,353

 

Total Revenues

 

 

109,310

 

 

 

89,284

 

 

 

230,279

 

 

 

204,588

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and Benefits

 

 

87,564

 

 

 

71,964

 

 

 

183,240

 

 

 

160,135

 

Occupancy and Related

 

 

6,659

 

 

 

6,622

 

 

 

12,865

 

 

 

13,040

 

Travel and Related

 

 

3,073

 

 

 

2,802

 

 

 

5,956

 

 

 

5,547

 

Professional Fees

 

 

4,803

 

 

 

6,691

 

 

 

8,992

 

 

 

10,187

 

Communications and Information Services

 

 

2,854

 

 

 

2,647

 

 

 

5,267

 

 

 

4,700

 

Depreciation and Amortization

 

 

2,022

 

 

 

4,025

 

 

 

4,114

 

 

 

7,926

 

Other Expenses

 

 

4,418

 

 

 

4,788

 

 

 

9,840

 

 

 

10,575

 

Total Expenses

 

 

111,393

 

 

 

99,539

 

 

 

230,274

 

 

 

212,110

 

Income (Loss) Before Benefit for Taxes

 

 

(2,083

)

 

 

(10,255

)

 

 

5

 

 

 

(7,522

)

Benefit for Taxes

 

 

(1,518

)

 

 

(5,539

)

 

 

(2,389

)

 

 

(4,237

)

Net Income (Loss)

 

 

(565

)

 

 

(4,716

)

 

 

2,394

 

 

 

(3,285

)

Net Income (Loss) Attributable to Redeemable

  Non-Controlling Interests

 

 

(780

)

 

 

(4,393

)

 

 

846

 

 

 

(3,217

)

Net Income (Loss) Attributable to PJT Partners Inc.

 

$

215

 

 

$

(323

)

 

$

1,548

 

 

$

(68

)

Net Income (Loss) Per Share of Class A Common

  Stock — Basic and Diluted

 

$

0.01

 

 

$

(0.02

)

 

$

0.08

 

 

$

(0.00

)

Weighted-Average Shares of Class A Common Stock

  Outstanding — Basic and Diluted

 

 

18,825,696

 

 

 

18,264,742

 

 

 

18,654,187

 

 

 

18,263,365

 

 

 

8


 

PJT Partners Inc.

Reconciliations of GAAP to Non-GAAP Financial Data (unaudited)

(Dollars in Thousands, Except Share and Per Share Data)

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

GAAP Net Income (Loss)

 

$

(565

)

 

$

(4,716

)

 

$

2,394

 

 

$

(3,285

)

Less: GAAP Benefit for Taxes

 

 

(1,518

)

 

 

(5,539

)

 

 

(2,389

)

 

 

(4,237

)

GAAP Pretax Income (Loss)

 

 

(2,083

)

 

 

(10,255

)

 

 

5

 

 

 

(7,522

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to GAAP Pretax Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transaction-Related Compensation Expense (a)

 

 

17,602

 

 

 

15,975

 

 

 

35,852

 

 

 

31,343

 

Amortization of Intangible Assets (b)

 

 

584

 

 

 

2,783

 

 

 

1,250

 

 

 

5,584

 

Spin-Off-Related Payable Due to Blackstone (c)

 

 

145

 

 

 

 

 

 

1,744

 

 

 

 

Adjusted Pretax Income

 

 

16,248

 

 

 

8,503

 

 

 

38,851

 

 

 

29,405

 

Adjusted Taxes (d)

 

 

3,761

 

 

 

1,909

 

 

 

7,351

 

 

 

6,476

 

Adjusted Net Income

 

 

12,487

 

 

 

6,594

 

 

 

31,500

 

 

 

22,929

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

If-Converted Adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Adjusted Taxes (d)

 

 

(3,761

)

 

 

(1,909

)

 

 

(7,351

)

 

 

(6,476

)

Add: If-Converted Taxes (e)

 

 

5,871

 

 

 

3,284

 

 

 

14,090

 

 

 

11,374

 

Adjusted Net Income, If-Converted

 

$

10,377

 

 

$

5,219

 

 

$

24,761

 

 

$

18,031

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Net Income (Loss) Per Share of Class A

   Common Stock — Basic and Diluted

 

$

0.01

 

 

$

(0.02

)

 

$

0.08

 

 

$

(0.00

)

GAAP Weighted-Average Shares of Class A

   Common Stock Outstanding — Basic

   and Diluted

 

 

18,825,696

 

 

 

18,264,742

 

 

 

18,654,187

 

 

 

18,263,365

 

Adjusted Net Income, If-Converted

   Per Share

 

$

0.27

 

 

$

0.14

 

 

$

0.65

 

 

$

0.49

 

Weighted-Average Shares Outstanding,

   If-Converted

 

 

37,894,703

 

 

 

36,834,337

 

 

 

37,808,911

 

 

 

36,773,563

 

__________________________

(a)

This adjustment adds back to GAAP Pretax Income (Loss) transaction-related equity-based compensation expense for Partnership Units with both time-based vesting and market conditions as well as equity-based retention awards granted in connection with the spin-off.

(b)

This adjustment adds back to GAAP Pretax Income (Loss) amounts for the amortization of intangible assets that are associated with Blackstone’s IPO and amounts for the amortization of intangible assets identified in connection with the acquisition of PJT Capital LP on October 1, 2015.

(c)

This adjustment adds back to GAAP Pretax Income (Loss) 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.

(d)

Represents taxes on Adjusted Pretax Income, considering both current and deferred income tax effects for the current ownership structure.

(e)

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 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 and the annualization of discrete permanent differences.

 

9


 

PJT Partners Inc.

Reconciliations of GAAP to Non-GAAP Financial Data – continued (unaudited)

(Dollars in Thousands)

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

GAAP Compensation and Benefits Expense

 

$

87,564

 

 

$

71,964

 

 

$

183,240

 

 

$

160,135

 

Transaction-Related Compensation Expense (a)

 

 

(17,602

)

 

 

(15,975

)

 

 

(35,852

)

 

 

(31,343

)

Adjusted Compensation and Benefits Expense

 

$

69,962

 

 

$

55,989

 

 

$

147,388

 

 

$

128,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Compensation Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Occupancy and Related

 

$

6,659

 

 

$

6,622

 

 

$

12,865

 

 

$

13,040

 

Travel and Related

 

 

3,073

 

 

 

2,802

 

 

 

5,956

 

 

 

5,547

 

Professional Fees

 

 

4,803

 

 

 

6,691

 

 

 

8,992

 

 

 

10,187

 

Communications and Information Services

 

 

2,854

 

 

 

2,647

 

 

 

5,267

 

 

 

4,700

 

Depreciation and Amortization

 

 

2,022

 

 

 

4,025

 

 

 

4,114

 

 

 

7,926

 

Other Expenses

 

 

4,418

 

 

 

4,788

 

 

 

9,840

 

 

 

10,575

 

GAAP Non-Compensation Expense

 

 

23,829

 

 

 

27,575

 

 

 

47,034

 

 

 

51,975

 

Amortization of Intangible Assets (b)

 

 

(584

)

 

 

(2,783

)

 

 

(1,250

)

 

 

(5,584

)

Spin-Off-Related Payable Due to Blackstone (c)

 

 

(145

)

 

 

 

 

 

(1,744

)

 

 

 

Adjusted Non-Compensation Expense

 

$

23,100

 

 

$

24,792

 

 

$

44,040

 

 

$

46,391

 

__________________________

(a)

See footnote (a) on page 9.

(b)

See footnote (b) on page 9.

(c)

See footnote (c) on page 9.

 

 

 

10


 

PJT Partners Inc.

Summary of Shares Outstanding (unaudited)

 

The following table provides a summary of weighted-average shares outstanding for the three and six months ended June 30, 2017 and 2016 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 Class A common stock:

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Weighted-Average Shares Outstanding - GAAP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares of Class A Common Stock Outstanding

 

 

18,522,681

 

 

 

17,966,456

 

 

 

18,391,816

 

 

 

17,966,456

 

Vested, Undelivered RSUs

 

 

303,015

 

 

 

298,286

 

 

 

262,371

 

 

 

296,909

 

Basic and Diluted Shares Outstanding, GAAP

 

 

18,825,696

 

 

 

18,264,742

 

 

 

18,654,187

 

 

 

18,263,365

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average Shares Outstanding - If-Converted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares of Class A Common Stock Outstanding

 

 

18,522,681

 

 

 

17,966,456

 

 

 

18,391,816

 

 

 

17,966,456

 

Vested, Undelivered RSUs

 

 

303,015

 

 

 

298,286

 

 

 

262,371

 

 

 

296,909

 

Conversion of Unvested Common RSUs (a)

 

 

3,576,351

 

 

 

1,754,382

 

 

 

3,368,471

 

 

 

1,646,233

 

Conversion of Participating RSUs

 

 

461,417

 

 

 

754,174

 

 

 

517,719

 

 

 

772,005

 

Conversion of Partnership Units (b)

 

 

15,031,239

 

 

 

16,061,039

 

 

 

15,268,534

 

 

 

16,091,960

 

If-Converted Shares Outstanding

 

 

37,894,703

 

 

 

36,834,337

 

 

 

37,808,911

 

 

 

36,773,563

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30,

 

 

 

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

Fully-Diluted Shares Outstanding (c)

 

 

39,947,541

 

 

 

39,774,757

 

 

 

 

 

 

 

 

 

__________________________

(a)

Represents number of dilutive shares calculated under the treasury method for the unvested, non-participating RSUs that have a remaining service requirement.

(b)

Excludes 6.5 million unvested Partnership Units that have yet to satisfy certain market conditions.

(c)

Assumes all Partnership Units and unvested participating RSUs have been converted to shares of Class A common stock.

 

11