エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 |
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
Commission File Number: 001-36869
PJT Partners Inc.
(Exact name of registrant as specified in its charter)
Delaware |
36-4797143 |
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
280 Park Avenue
New York, New York 10017
(Address of principal executive offices)(Zip Code)
(212) 364-7810
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Class A common stock, par value $0.01 per share |
|
PJT |
|
New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer |
☒ |
|
Accelerated Filer |
☐ |
Non-Accelerated Filer |
☐ |
|
Smaller Reporting Company |
☐ |
|
|
|
Emerging Growth Company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 30, 2023, there were 24,240,433 shares of Class A common stock, par value $0.01 per share, and 142 shares of Class B common stock, par value $0.01 per share, outstanding.
TABLE OF CONTENTS
|
|
Page |
||
PART I. |
|
|
|
|
|
|
|
|
|
|
|
4 |
||
|
|
|
|
|
|
|
Unaudited Condensed Consolidated Financial Statements — September 30, 2023 and 2022: |
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|
23 |
|
|
|
|
|
|
|
|
32 |
||
|
|
|
|
|
|
|
32 |
||
|
|
|
|
|
PART II. |
|
|
|
|
|
|
|
|
|
|
|
33 |
||
|
|
|
|
|
|
|
33 |
||
|
|
|
|
|
|
UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES |
|
33 |
|
|
|
|
|
|
|
|
34 |
||
|
|
|
|
|
|
|
34 |
||
|
|
|
|
|
|
|
34 |
||
|
|
|
|
|
|
|
35 |
||
|
|
|
|
|
|
36 |
|||
PJT Partners Inc. was formed in connection with certain merger and spin-off transactions whereby the financial and strategic advisory services, restructuring and reorganization advisory services and Park Hill Group businesses of Blackstone Inc. (“Blackstone” or our “former Parent”) were combined with PJT Capital LP, a financial advisory firm founded by Paul J. Taubman in 2013 (together with its then affiliates, “PJT Capital”), and the combined business was distributed to Blackstone’s unitholders to create PJT Partners Inc., a stand-alone, independent publicly traded company. Throughout this Quarterly Report on Form 10-Q, we refer to this transaction as the “spin-off.” PJT Partners Inc. is a holding company and its only material asset is its controlling equity interest in PJT Partners Holdings LP, a holding partnership that holds the Company’s operating subsidiaries, and certain cash and cash equivalents it may hold from time to time. As the sole general partner of PJT Partners Holdings LP, PJT Partners Inc. operates and controls all of the business and affairs of PJT Partners Holdings LP and its operating subsidiaries.
In this Quarterly Report on Form 10-Q, unless the context requires otherwise, the words “PJT Partners Inc.” refers to PJT Partners Inc., and “PJT Partners,” the “Company,” “we,” “us” and “our” refer to PJT Partners Inc., together with its consolidated subsidiaries, including PJT Partners Holdings LP and its operating subsidiaries.
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, rising interest rates, and geopolitical conflict.
2
Any of these factors, as well as such other factors discussed in the “Risk Factors” section of our 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 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.
Website Disclosure
We use our website (www.pjtpartners.com) as a channel of distribution of Company information. The information we post may be deemed material. Accordingly, investors should monitor the website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about PJT Partners when you enroll your e-mail address by visiting the “Investor Relations” page of our website at ir.pjtpartners.com. Although we refer to our website in this report, the contents of our website are not included or incorporated by reference into this report. All references to our website in this report are intended to be inactive textual references only.
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PJT Partners Inc.
Condensed Consolidated Statements of Financial Condition (Unaudited)
(Dollars in Thousands, Except Share and Per Share Data)
|
|
September 30, |
|
|
December 31, |
|
||
Assets |
|
|
|
|
|
|
||
Cash and Cash Equivalents |
|
$ |
116,044 |
|
|
$ |
173,235 |
|
Investments (at fair value) |
|
|
239,009 |
|
|
|
50,242 |
|
Accounts Receivable (net of allowance for credit losses of $3,160 and |
|
|
324,124 |
|
|
|
317,751 |
|
Intangible Assets, Net |
|
|
14,190 |
|
|
|
17,880 |
|
Goodwill |
|
|
172,725 |
|
|
|
172,725 |
|
Furniture, Equipment and Leasehold Improvements, Net |
|
|
27,311 |
|
|
|
30,693 |
|
Operating Lease Right-of-Use Assets |
|
|
103,798 |
|
|
|
119,025 |
|
Other Assets |
|
|
126,343 |
|
|
|
99,929 |
|
Deferred Tax Asset, Net |
|
|
71,375 |
|
|
|
69,172 |
|
Total Assets |
|
$ |
1,194,919 |
|
|
$ |
1,050,652 |
|
Liabilities and Equity |
|
|
|
|
|
|
||
Accrued Compensation and Benefits |
|
$ |
186,817 |
|
|
$ |
83,920 |
|
Accounts Payable, Accrued Expenses and Other Liabilities |
|
|
26,474 |
|
|
|
24,782 |
|
Operating Lease Liabilities |
|
|
118,272 |
|
|
|
135,627 |
|
Amount Due Pursuant to Tax Receivable Agreement |
|
|
32,105 |
|
|
|
30,315 |
|
Taxes Payable |
|
|
8,116 |
|
|
|
3,451 |
|
Deferred Revenue |
|
|
11,408 |
|
|
|
12,999 |
|
Total Liabilities |
|
|
383,192 |
|
|
|
291,094 |
|
Commitments and Contingencies |
|
|
|
|
|
|
||
Equity |
|
|
|
|
|
|
||
Class A Common Stock, par value $0.01 per share (3,000,000,000 |
|
|
323 |
|
|
|
310 |
|
Class B Common Stock, par value $0.01 per share (1,000,000 |
|
|
— |
|
|
|
— |
|
Additional Paid-In Capital |
|
|
578,055 |
|
|
|
502,585 |
|
Retained Earnings |
|
|
99,489 |
|
|
|
60,969 |
|
Accumulated Other Comprehensive Loss |
|
|
(2,518 |
) |
|
|
(2,274 |
) |
Treasury Stock at Cost (8,057,565 and 6,583,289 shares at |
|
|
(482,409 |
) |
|
|
(376,484 |
) |
Total PJT Partners Inc. Equity |
|
|
192,940 |
|
|
|
185,106 |
|
Non-Controlling Interests |
|
|
618,787 |
|
|
|
574,452 |
|
Total Equity |
|
|
811,727 |
|
|
|
759,558 |
|
Total Liabilities and Equity |
|
$ |
1,194,919 |
|
|
$ |
1,050,652 |
|
See notes to condensed consolidated financial statements.
4
PJT Partners Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in Thousands, Except Share and Per Share Data)
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advisory Fees |
|
$ |
244,129 |
|
|
$ |
224,405 |
|
|
$ |
736,013 |
|
|
$ |
592,712 |
|
Placement Fees |
|
|
26,660 |
|
|
|
39,652 |
|
|
|
74,273 |
|
|
|
149,485 |
|
Interest Income and Other |
|
|
7,574 |
|
|
|
2,035 |
|
|
|
14,342 |
|
|
|
3,355 |
|
Total Revenues |
|
|
278,363 |
|
|
|
266,092 |
|
|
|
824,628 |
|
|
|
745,552 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and Benefits |
|
|
193,457 |
|
|
|
179,080 |
|
|
|
573,114 |
|
|
|
488,899 |
|
Occupancy and Related |
|
|
9,768 |
|
|
|
8,231 |
|
|
|
29,699 |
|
|
|
25,831 |
|
Travel and Related |
|
|
7,177 |
|
|
|
7,893 |
|
|
|
22,463 |
|
|
|
20,923 |
|
Professional Fees |
|
|
10,344 |
|
|
|
7,375 |
|
|
|
28,725 |
|
|
|
21,652 |
|
Communications and Information Services |
|
|
4,479 |
|
|
|
4,155 |
|
|
|
12,317 |
|
|
|
12,819 |
|
Depreciation and Amortization |
|
|
3,547 |
|
|
|
3,755 |
|
|
|
10,587 |
|
|
|
12,156 |
|
Other Expenses |
|
|
7,037 |
|
|
|
7,961 |
|
|
|
21,807 |
|
|
|
21,794 |
|
Total Expenses |
|
|
235,809 |
|
|
|
218,450 |
|
|
|
698,712 |
|
|
|
604,074 |
|
Income Before Provision for Taxes |
|
|
42,554 |
|
|
|
47,642 |
|
|
|
125,916 |
|
|
|
141,478 |
|
Provision for Taxes |
|
|
11,401 |
|
|
|
8,601 |
|
|
|
25,725 |
|
|
|
22,776 |
|
Net Income |
|
|
31,153 |
|
|
|
39,041 |
|
|
|
100,191 |
|
|
|
118,702 |
|
Net Income Attributable to |
|
|
13,743 |
|
|
|
17,953 |
|
|
|
43,304 |
|
||||