Exhibit 99.1
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PJT Partners Inc. Reports Full Year and Fourth Quarter 2019 Results |
Overview
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Total Revenues of $717.6 million for full year 2019, up 24% from a year ago |
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Advisory Revenues of $571.8 million, up 27% |
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Placement Revenues of $133.2 million, up 20% |
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Total Revenues of $248.7 million for fourth quarter 2019, up 42% from a year ago |
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Advisory Revenues of $188.2 million, up 42% |
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Placement Revenues of $55.6 million, up 44% |
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Full year 2019 GAAP Pretax Income of $82.2 million and Adjusted Pretax Income of $132.3 million |
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Full year GAAP Diluted EPS of $1.21 and Adjusted EPS of $2.41; fourth quarter GAAP Diluted EPS of $0.69 and Adjusted EPS of $1.02 |
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Strong balance sheet at year end with $217.5 million of cash, cash equivalents and short-term investments |
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Repurchased approximately 1.9 million share equivalents in 2019 through share repurchases, net share settlements and Partnership Unit exchanges |
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Intend to repurchase approximately 227 thousand Partnership Units for cash in February 2020 |
New York, February 6, 2020: PJT Partners Inc. (the “Company” or “PJT Partners”) (NYSE: PJT) today reported Total Revenues of $717.6 million for the year ended December 31, 2019 compared with $580.2 million for 2018. GAAP Net Income and Adjusted Net Income, If-Converted were $63.8 million and $98.5 million, respectively, for 2019 compared with $42.6 million and $76.5 million, respectively, for 2018. GAAP Diluted EPS and Adjusted EPS were $1.21 and $2.41, respectively, for 2019 compared with $1.16 and $1.91, respectively, for 2018.
Total Revenues for fourth quarter 2019 were $248.7 million compared with $175.4 million for 2018. GAAP Net Income and Adjusted Net Income, If-Converted were $38.0 million and $41.6 million, respectively, for the current quarter compared with $12.5 million and $24.9 million, respectively, for the prior year quarter. GAAP Diluted EPS and Adjusted EPS were $0.69 and $1.02, respectively, for the current quarter compared with $0.22 and $0.60, respectively, for the prior year quarter.
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Paul J. Taubman, Chairman and Chief Executive Officer, said, “We are pleased to report record 2019 results, reflecting consistent progress across all of our businesses. Our fourth quarter financial performance was the strongest in the company’s history and we begin 2020 with continued optimism about our firm’s prospects. In just over four years of operations, we have built a global advisory focused investment bank that is increasingly recognized as a thought leader and trusted advisor to companies and decision makers around the globe.” |
Media Relations: Julie Oakes Joele Frank, Wilkinson Brimmer Katcher Tel: +1 212.355.4449 PJT-JF@joelefrank.com |
Investor Relations: Sharon Pearson PJT Partners Inc. Tel: +1 212.364.7120 pearson@pjtpartners.com |
The following table sets forth revenues for the three months and year ended December 31, 2019 and 2018:
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Three Months Ended December 31, |
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Year Ended December 31, |
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2019 |
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2018 |
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% Change |
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2019 |
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2018 |
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% Change |
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(Dollars in Millions) |
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Revenues |
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Advisory |
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$ |
188.2 |
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$ |
132.6 |
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42% |
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$ |
571.8 |
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$ |
451.6 |
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27% |
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Placement |
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55.6 |
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38.6 |
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44% |
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133.2 |
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111.0 |
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20% |
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Interest Income & Other |
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4.9 |
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4.2 |
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16% |
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12.7 |
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17.7 |
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(28%) |
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Total Revenues |
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$ |
248.7 |
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$ |
175.4 |
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42% |
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$ |
717.6 |
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$ |
580.2 |
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24% |
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Year Ended
Total Revenues were $717.6 million for 2019 compared with $580.2 million for 2018, an increase of 24%.
Advisory Revenues were $571.8 million for 2019 compared with $451.6 million for 2018, an increase of 27%. Advisory Revenues increased primarily driven by significant growth in our strategic advisory business.
Placement Revenues were $133.2 million for 2019 compared with $111.0 million for 2018, an increase of 20%. Placement Revenues increased driven by growth in corporate private placement activity and increased fundraising activity for alternative asset managers.
Interest Income & Other was $12.7 million for 2019 compared with $17.7 million for 2018. The decrease was primarily driven by realized and unrealized foreign currency losses.
Three Months Ended
Total Revenues were $248.7 million for fourth quarter 2019 compared with $175.4 million for the prior year quarter, an increase of 42%.
Advisory Revenues were $188.2 million for the current quarter compared with $132.6 million for the prior year quarter, an increase of 42%. The increase in Advisory Revenues was driven by growth in our strategic advisory, restructuring and special situations and secondary advisory businesses.
Placement Revenues were $55.6 million for the current quarter compared with $38.6 million for the prior year quarter, an increase of 44%. Placement Revenues increased driven by growth in corporate private placement activity and increased fundraising activity for alternative asset managers.
Interest Income & Other was $4.9 million for the current quarter compared with $4.2 million for the prior year quarter. The increase was driven by higher reimbursable expenses billed to clients.
2
The following tables set forth information relating to the Company’s expenses for the three months and year ended December 31, 2019 and 2018:
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Year Ended December 31, |
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2019 |
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2018 |
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GAAP |
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As Adjusted |
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GAAP |
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As Adjusted |
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(Dollars in Millions) |
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Expenses |
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Compensation and Benefits |
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$ |
502.2 |
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$ |
460.3 |
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$ |
424.5 |
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$ |
371.9 |
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% of Revenues |
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70.0 |
% |
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64.1 |
% |
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73.2 |
% |
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64.1 |
% |
Non-Compensation |
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$ |
133.3 |
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$ |
125.1 |
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$ |
114.3 |
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$ |
109.1 |
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% of Revenues |
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18.6 |
% |
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17.4 |
% |
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19.7 |
% |
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18.8 |
% |
Total Expenses |
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$ |
635.4 |
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$ |
585.4 |
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$ |
538.7 |
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$ |
481.0 |
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% of Revenues |
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88.5 |
% |
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81.6 |
% |
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92.8 |
% |
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82.9 |
% |
Pretax Income |
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$ |
82.2 |
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$ |
132.3 |
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$ |
41.5 |
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$ |
99.2 |
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% of Revenues |
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11.5 |
% |
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18.4 |
% |
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7.2 |
% |
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17.1 |
% |
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Three Months Ended December 31, |
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2019 |
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2018 |
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GAAP |
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As Adjusted |
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GAAP |
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As Adjusted |
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(Dollars in Millions) |
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Expenses |
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Compensation and Benefits |
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$ |
164.8 |
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$ |
160.1 |
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$ |
126.7 |
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$ |
112.8 |
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% of Revenues |
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66.3 |
% |
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64.4 |
% |
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72.2 |
% |
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64.3 |
% |
Non-Compensation |
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$ |
34.9 |
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$ |
33.0 |
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$ |
32.0 |
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$ |
29.7 |
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% of Revenues |
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14.1 |
% |
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13.3 |
% |
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18.3 |
% |
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16.9 |
% |
Total Expenses |
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$ |
199.8 |
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$ |
193.1 |
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$ |
158.7 |
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$ |
142.5 |
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% of Revenues |
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80.3 |
% |
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77.7 |
% |
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90.5 |
% |
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81.2 |
% |
Pretax Income |
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$ |
48.9 |
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$ |
55.5 |
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$ |
16.7 |
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$ |
32.9 |
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% of Revenues |
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19.7 |
% |
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22.3 |
% |
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9.5 |
% |
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18.8 |
% |
Compensation and Benefits Expense
Year Ended
GAAP Compensation and Benefits Expense was $502.2 million for 2019 compared with $424.5 million for 2018. Adjusted Compensation and Benefits Expense was $460.3 million for 2019 compared with $371.9 million for 2018. The increase in Compensation and Benefits Expense reflected higher revenues during 2019 as well as increased headcount.
Three Months Ended
GAAP Compensation and Benefits Expense was $164.8 million for fourth quarter 2019 compared with $126.7 million for the prior year quarter. Adjusted Compensation and Benefits Expense was $160.1 million for the current quarter compared with $112.8 million for the prior year quarter. The increase in Compensation and Benefits Expense reflected higher revenues during the current quarter as well as increased headcount.
Non-Compensation Expense
Year Ended
GAAP Non-Compensation Expense was $133.3 million for 2019 compared with $114.3 million for 2018. Adjusted Non-Compensation Expense was $125.1 million for 2019 compared with $109.1 million for 2018.
GAAP Non-Compensation Expense increased during 2019 compared with 2018 in all financial statement categories with the most significant increases as follows: Other Expenses increased due to interest expense associated with the
3
acquisition of CamberView and additional market data and other expenses associated with increased headcount and business activity. Depreciation and Amortization increased due to additional amortization expense related to intangible assets recorded in the acquisition of CamberView during the fourth quarter of 2018. Occupancy and Related expense increased due to expansion in footprint in our existing locations as well as the assumption of leases in the CamberView acquisition. Travel and Related expense increased driven by increased headcount and business activity.
Adjusted Non-Compensation Expense increased during 2019 compared with 2018 primarily due to increases in Other Expenses, Occupancy and Related and Travel and Related for the reasons noted above.
Three Months Ended
GAAP Non-Compensation Expense was $34.9 million for fourth quarter 2019 compared with $32.0 million for the prior year quarter. Adjusted Non-Compensation Expense was $33.0 million for the current quarter compared with $29.7 million for the prior year quarter.
GAAP Non-Compensation Expense increased during fourth quarter 2019 compared with 2018 with increases in Other Expenses and Occupancy and Related being partially offset by a decrease in Professional Fees. Other Expenses increased due to increased business activity. Occupancy and Related expense increased due to expansion in footprint in our existing locations. Professional Fees decreased due to a reduction in legal and other professional services fees.
Adjusted Non-Compensation Expense increased during the current quarter compared with the prior year quarter, primarily due to the increases in Other Expenses and Occupancy and Related for the reasons noted above.
Provision for Taxes
As of December 31, 2019, PJT Partners Inc. owned 59.5% 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 12. “Stockholders’ Equity (Deficit)” 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, 2018 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 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 year ended December 31, 2019 was 25.5% compared with 22.9% for the same period a year ago. This tax rate excludes the tax benefits of the adjustments for transaction-related compensation expense, amortization expense and ongoing payments due to The Blackstone Group Inc. (“Blackstone”) resulting from the October 1, 2015 spin-off. While the Company benefited in 2019 from the tax impact relating to the delivery of vested shares at a value in excess of their amortized cost, this benefit was less in 2019 than 2018.
Capital Management and Balance Sheet
As of December 31, 2019, the Company held cash, cash equivalents and short-term investments of $217.5 million. Additionally, the Company had funded debt of $21.5 million, which has been subsequently repaid.
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 $100 million. As of December 31, 2019, the Company’s remaining repurchase authorization was $85.1 million.
4
During fourth quarter 2019, the Company repurchased 111,023 shares of Class A common stock pursuant to the share repurchase program, net share settled 3,632 shares to satisfy employee tax obligations and repurchased 108,108 Partnership Units for cash pursuant to the quarterly exchange program.
In aggregate during fourth quarter 2019, the Company repurchased an equivalent of 222,763 shares at an average price of $40.25 per share. During the year ended December 31, 2019, the total share equivalent repurchases were 1.9 million shares at an average price of $41.24 per share.
The Company intends to repurchase 226,784 Partnership Units for cash on February 13, 2020 at a price to be determined by the per share volume-weighted average price of the Company’s Class A common stock on February 10, 2020.
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 March 18, 2020 to Class A common stockholders of record on March 4, 2020.
Quarterly Investor Call Details
PJT Partners will host a conference call on February 6, 2020 at 8:30 a.m. ET to discuss its full year and fourth quarter 2019 results. The conference call can be accessed via the internet on www.pjtpartners.com or by dialing +1 (800) 263-0877 (U.S. domestic) or +1 (323) 994-2131 (international), passcode 3273 338. 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 3273 338.
About PJT Partners
PJT Partners is a global advisory-focused investment bank. Our team of senior professionals delivers a wide array of strategic advisory, shareholder 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 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 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, 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 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, 2018, 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
5
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 Earnings Per Share; 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; (b) intangible asset amortization associated with Blackstone’s initial public offering (“IPO”), the acquisition of PJT Capital LP, and the acquisition of CamberView; (c) impairment of CamberView’s former leased space; and (d) 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.
6
GAAP Condensed Consolidated Statements of Operations (unaudited)
Reconciliations of GAAP to Non-GAAP Financial Data (unaudited)
Summary of Shares Outstanding (unaudited)
Footnotes
7
PJT Partners Inc.
GAAP Condensed Consolidated Statements of Operations (unaudited)
(Dollars in Thousands, Except Share and Per Share Data)
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Three Months Ended December 31, |
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Year Ended December 31, |
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2019 |
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2018 |
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2019 |
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2018 |
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Revenues |
|
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|
|
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|
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Advisory |
|
$ |
188,194 |
|
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$ |
132,635 |
|
|
$ |
571,771 |
|
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$ |
451,553 |
|
Placement |
|
|
55,577 |
|
|
|
38,554 |
|
|
|
133,180 |
|
|
|
111,035 |
|
Interest Income and Other |
|
|
4,881 |
|
|
|
4,204 |
|
|
|
12,688 |
|
|
|
17,660 |
|
Total Revenues |
|
|
248,652 |
|
|
|
175,393 |
|
|
|
717,639 |
|
|
|
580,248 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and Benefits |
|
|
164,809 |
|
|
|
126,679 |
|
|
|
502,165 |
|
|
|
424,459 |
|
Occupancy and Related |
|
|
8,726 |
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|
|
7,108 |
|
|
|
31,547 |
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|
|
27,125 |
|
Travel and Related |
|
|
6,453 |
|
|
|
6,468 |
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|
|
25,700 |
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|
|
23,374 |
|
Professional Fees |
|
|
4,190 |
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|
|
5,341 |
|
|
|
21,779 |
|
|
|
20,631 |
|
Communications and Information Services |
|
|
3,309 |
|
|
|
3,018 |
|
|
|
13,380 |
|
|
|
12,539 |
|
Depreciation and Amortization |
|
|
3,787 |
|
|
|
3,611 |
|
|
|
14,496 |
|
|
|
9,973 |
|
Other Expenses |
|
|
8,476 |
|
|
|
6,494 |
|
|
|
26,382 |
|
|
|
20,634 |
|
Total Expenses |
|
|
199,750 |
|
|
|
158,719 |
|
|
|
635,449 |
|
|
|
538,735 |
|
Income Before Provision (Benefit) for Taxes |
|
|
48,902 |
|
|
|
16,674 |
|
|
|
82,190 |
|
|
|
41,513 |
|
Provision (Benefit) for Taxes |
|
|
10,859 |
|
|
|
4,144 |
|
|
|
18,403 |
|
|
|
(1,045 |
) |
Net Income |
|
|
38,043 |
|
|
|
12,530 |
|
|
|
63,787 |
|
|
|
42,558 |
|
Net Income Attributable to Non-Controlling Interests |
|
|
21,233 |
|
|
|
5,091 |
|
|
|
34,225 |
|
|
|
15,388 |
|
Net Income Attributable to PJT Partners Inc. |
|
$ |
16,810 |
|
|
$ |
7,439 |
|
|
$ |
29,562 |
|
|
$ |
27,170 |
|
Net Income Per Share of Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.71 |
|
|
$ |
0.32 |
|
|
$ |
1.23 |
|
|
$ |
1.23 |
|
Diluted |
|
$ |
0.69 |
|
|
$ |
0.22 |
|
|
$ |
1.21 |
|
|
$ |
1.16 |
|
Weighted-Average Shares of Class A Common Stock Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
23,710,261 |
|
|
|
23,226,095 |
|
|
|
24,007,138 |
|
|
|
21,879,574 |
|
Diluted |
|
|
24,991,277 |
|
|
|
39,883,039 |
|
|
|
25,014,569 |
|
|
|
24,254,061 |
|
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 December 31, |
|
|
Year Ended December 31, |
|
||||||||||
|
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
||||
GAAP Net Income |
|
$ |
38,043 |
|
|
$ |
12,530 |
|
|
$ |
63,787 |
|
|
$ |
42,558 |
|
Less: GAAP Provision (Benefit) for Taxes |
|
|
10,859 |
|
|
|
4,144 |
|
|
|
18,403 |
|
|
|
(1,045 |
) |
GAAP Pretax Income |
|
|
48,902 |
|
|
|
16,674 |
|
|
|
82,190 |
|
|
|
41,513 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to GAAP Pretax Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction-Related Compensation Expense(1) |
|
|
4,681 |
|
|
|
13,893 |
|
|
|
41,886 |
|
|
|
52,566 |
|
Amortization of Intangible Assets(2) |
|
|
1,928 |
|
|
|
1,984 |
|
|
|
7,654 |
|
|
|
3,735 |
|
Spin-Off-Related Payable Due to Blackstone(3) |
|
|
24 |
|
|
|
70 |
|
|
|
539 |
|
|
|
1,145 |
|
Acquisition-Related Lease Impairment(4) |
|
|
— |
|
|
|
266 |
|
|
|
— |
|
|
|
266 |
|
Adjusted Pretax Income |
|
|
55,535 |
|
|
|
32,887 |
|
|
|
132,269 |
|
|
|
99,225 |
|
Adjusted Taxes(5) |
|
|
9,573 |
|
|
|
7,762 |
|
|
|
22,030 |
|
|
|
16,513 |
|
Adjusted Net Income |
|
|
45,962 |
|
|
|
25,125 |
|
|
|
110,239 |
|
|
|
82,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
If-Converted Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Adjusted Taxes(5) |
|
|
(9,573 |
) |
|
|
(7,762 |
) |
|
|
(22,030 |
) |
|
|
(16,513 |
) |
Add: If-Converted Taxes(6) |
|
|
13,937 |
|
|
|
8,005 |
|
|
|
33,723 |
|
|
|
22,718 |
|
Adjusted Net Income, If-Converted |
|
$ |
41,598 |
|
|
$ |
24,882 |
|
|
$ |
98,546 |
|
|
$ |
76,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Net Income Per Share of Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.71 |
|
|
$ |
0.32 |
|
|
$ |
1.23 |
|
|
$ |
1.23 |
|
Diluted |
|
$ |
0.69 |
|
|
$ |
0.22 |
|
|
$ |
1.21 |
|
|
$ |
1.16 |
|
GAAP Weighted-Average Shares of Class A Common Stock Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
23,710,261 |
|
|
|
23,226,095 |
|
|
|
24,007,138 |
|
|
|
21,879,574 |
|
Diluted |
|
|
24,991,277 |
|
|
|
39,883,039 |
|
|
|
25,014,569 |
|
|
|
24,254,061 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Income, If-Converted Per Share |
|
$ |
1.02 |
|
|
$ |
0.60 |
|
|
$ |
2.41 |
|
|
$ |
1.91 |
|
Weighted-Average Shares Outstanding, If-Converted |
|
|
40,808,615 |
|
|
|
41,278,100 |
|
|
|
40,967,316 |
|
|
|
40,067,556 |
|
9
PJT Partners Inc.
Reconciliations of GAAP to Non-GAAP Financial Data – continued (unaudited)
(Dollars in Thousands)
|
|
Three Months Ended December 31, |
|
|
Year Ended December 31, |
|
||||||||||
|
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
||||
GAAP Compensation and Benefits Expense |
|
$ |
164,809 |
|
|
$ |
126,679 |
|
|
$ |
502,165 |
|
|
$ |
424,459 |
|
Transaction-Related Compensation Expense(1) |
|
|
(4,681 |
) |
|
|
(13,893 |
) |
|
|
(41,886 |
) |
|
|
(52,566 |
) |
Adjusted Compensation and Benefits Expense |
|
$ |
160,128 |
|
|
$ |
112,786 |
|
|
$ |
460,279 |
|
|
$ |
371,893 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Compensation Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Occupancy and Related |
|
$ |
8,726 |
|
|
$ |
7,108 |
|
|
$ |
31,547 |
|
|
$ |
27,125 |
|
Travel and Related |
|
|
6,453 |
|
|
|
6,468 |
|
|
|
25,700 |
|
|
|
23,374 |
|
Professional Fees |
|
|
4,190 |
|
|
|
5,341 |
|
|
|
21,779 |
|
|
|
20,631 |
|
Communications and Information Services |
|
|
3,309 |
|
|
|
3,018 |
|
|
|
13,380 |
|
|
|
12,539 |
|
Depreciation and Amortization |
|
|
3,787 |
|
|
|
3,611 |
|
|
|
14,496 |
|
|
|
9,973 |
|
Other Expenses |
|
|
8,476 |
|
|
|
6,494 |
|
|
|
26,382 |
|
|
|
20,634 |
|
GAAP Non-Compensation Expense |
|
|
34,941 |
|
|
|
32,040 |
|
|
|
133,284 |
|
|
|
114,276 |
|
Amortization of Intangible Assets(2) |
|
|
(1,928 |
) |
|
|
(1,984 |
) |
|
|
(7,654 |
) |
|
|
(3,735 |
) |
Spin-Off-Related Payable Due to Blackstone(3) |
|
|
(24 |
) |
|
|
(70 |
) |
|
|
(539 |
) |
|
|
(1,145 |
) |
Acquisition-Related Lease Impairment(4) |
|
|
— |
|
|
|
(266 |
) |
|
|
— |
|
|
|
(266 |
) |
Adjusted Non-Compensation Expense |
|
$ |
32,989 |
|
|
$ |
29,720 |
|
|
$ |
125,091 |
|
|
$ |
109,130 |
|
10
PJT Partners Inc.
Summary of Shares Outstanding (unaudited)
The following table provides a summary of weighted-average shares outstanding for the three months and year ended December 31, 2019 and 2018 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, |
|
||||||||||
|
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
||||
Weighted-Average Shares Outstanding - GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Class A Common Stock Outstanding |
|
|
23,088,660 |
|
|
|
22,544,473 |
|
|
|
23,117,559 |
|
|
|
20,772,112 |
|
Vested, Undelivered RSUs |
|
|
621,601 |
|
|
|
681,622 |
|
|
|
889,579 |
|
|
|
1,107,462 |
|
Basic Shares Outstanding, GAAP |
|
|
23,710,261 |
|
|
|
23,226,095 |
|
|
|
24,007,138 |
|
|
|
21,879,574 |
|
Dilutive Impact of Unvested Common RSUs(7) |
|
|
1,281,016 |
|
|
|
1,658,498 |
|
|
|
1,007,431 |
|
|
|
2,374,487 |
|
Dilutive Impact of Partnership Units(8) |
|
|
— |
|
|
|
14,998,446 |
|
|
|
— |
|
|
|
— |
|
Diluted Shares Outstanding, GAAP |
|
|
24,991,277 |
|
|
|
39,883,039 |
|
|
|
25,014,569 |
|
|
|
24,254,061 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Shares Outstanding - If-Converted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Class A Common Stock Outstanding |
|
|
23,088,660 |
|
|
|
22,544,473 |
|
|
|
23,117,559 |
|
|
|
20,772,112 |
|
Vested, Undelivered RSUs |
|
|
621,601 |
|
|
|
681,622 |
|
|
|
889,579 |
|
|
|
1,107,462 |
|
Conversion of Unvested Common RSUs(7) |
|
|
1,281,016 |
|
|
|
1,658,498 |
|
|
|
1,007,431 |
|
|
|
2,374,487 |
|
Conversion of Participating RSUs |
|
|
27,208 |
|
|
|
128,913 |
|
|
|
40,544 |
|
|
|
139,519 |
|
Conversion of Partnership Units |
|
|
15,790,130 |
|
|
|
16,264,594 |
|
|
|
15,912,203 |
|
|
|
15,673,976 |
|
If-Converted Shares Outstanding |
|
|
40,808,615 |
|
|
|
41,278,100 |
|
|
|
40,967,316 |
|
|
|
40,067,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
|
||||||||||
|
|
2019 |
|
|
2018 |
|
|
|
|
|
|
|
|
|
||
Fully-Diluted Shares Outstanding(9)(10) |
|
|
43,066,139 |
|
|
|
43,028,153 |
|
|
|
|
|
|
|
|
|
As of December 31, 2019, there were 3.6 million Partnership Units and 0.3 million RSUs subject to market conditions that are not included in fully-diluted shares outstanding.
11
Footnotes
|
(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) |
This adjustment adds back to GAAP Pretax income the impairment on CamberView’s former leased space. |
|
(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) 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. |
|
(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 as well as the dilutive impact of unvested Partnership Units with a remaining service requirement. |
|
(9) |
Excludes 3.6 million Partnership Units and 0.3 million RSUs as of December 31, 2019 that have yet to satisfy certain market conditions. |
|
(10) |
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. |
12