Market Overview

PJT Partners Inc. Reports Second Quarter 2018 Results

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Overview

  • Total Revenues of $130.7 million for second quarter
    2018, up 20% from $109.3 million a year ago
    • Advisory Revenues of $98.3 million, up 34% from $73.3 million a
      year ago
  • Total Revenues of $264.7 million for six months ended June 30, 2018,
    up 15% year-over-year
    • Advisory Revenues of $201.8 million, up 17% from $172.7 million a
      year ago
  • Strong balance sheet at quarter-end with $120.9 million of cash, cash
    equivalents and short-term investments; no funded debt
  • Repurchased approximately 1.6 million share equivalents year-to-date
    through net share settlements, Partnership Unit exchanges and share
    repurchases
  • Additionally, intend to repurchase approximately 256,000 Partnership
    Units for cash in August 2018

PJT Partners Inc. (the "Company" or "PJT Partners") (NYSE:PJT) today
reported Total Revenues of $130.7 million for second quarter 2018
compared with $109.3 million for the prior year quarter. GAAP Pretax
Income and Adjusted Pretax Income were $10.1 million and $21.4 million,
respectively, for the current quarter compared with GAAP Pretax Loss of
$2.1 million and Adjusted Pretax Income of $16.2 million, respectively,
for the prior year quarter.

Total Revenues for the six months ended June 30, 2018 were
$264.7 million compared with $230.3 million for 2017. GAAP Pretax Income
and Adjusted Pretax Income were $12.8 million and $43.2 million,
respectively, for the six months compared with nominally positive GAAP
Pretax Income and Adjusted Pretax Income of $38.9 million, respectively,
for 2017.

Paul J. Taubman, Chairman and Chief Executive Officer, said, "We are
pleased to report strong second quarter and first half results. We are
seeing the tangible results of three highly complementary businesses
working together to uniquely serve clients. Our focus on teamwork and
collaboration, as well as excellence and client service, is also
resonating broadly. As we benefit from an expanded coverage footprint
and as we continue to attract best-in-class talent, our optimism is
building about our growth prospects for 2018 and beyond."

Revenues

The following table sets forth revenues for the three and six months
ended June 30, 2018 and 2017:

  Three Months Ended             Six Months Ended      
June 30, June 30,
    2018     2017     % Change       2018     2017     % Change
(Dollars in Millions)
Revenues
Advisory $ 98.3     $ 73.3 34 % $ 201.8     $ 172.7 17 %
Placement 28.1 33.5 (16 %) 54.3 53.0 2 %
Interest Income & Other     4.2       2.5       73 %         8.7       4.6       90 %
Total Revenues $ 130.7 $ 109.3 20 % $ 264.7 $ 230.3 15 %
 

Three Months Ended

Total Revenues were $130.7 million for second quarter 2018 compared with
$109.3 million for the prior year quarter, an increase of 20%.

Advisory Revenues were $98.3 million for the current quarter compared
with $73.3 million for the prior year quarter, an increase of 34%. The
increase in Advisory Revenues resulted from growth in our strategic
advisory, restructuring and special situations and secondary advisory
businesses.

Placement Revenues were $28.1 million for the current quarter compared
with $33.5 million for the prior year quarter, a decrease of 16%. The
decrease was primarily driven by a decrease in private equity fund
placement closings during the quarter.

Interest Income & Other was $4.2 million for the current quarter
compared with $2.5 million for the prior year quarter and includes
$2.1 million of reimbursable expenses that are now presented on a gross
basis due to adoption of ASU No. 2014-09, "Revenue from Contracts with
Customers (Topic 606)" (the "new revenue guidance").

Six Months Ended

Total Revenues were $264.7 million for the six months ended June 30,
2018 compared with $230.3 million for the same period a year ago, an
increase of 15%.

Advisory Revenues were $201.8 million for the six months compared with
$172.7 million for the same period a year ago, an increase of 17%. The
increase in Advisory Revenues resulted from growth in our strategic
advisory and secondary advisory businesses.

Placement Revenues were $54.3 million for the six months compared with
$53.0 million for the same period a year ago, an increase of 2%. The
increase was primarily driven by an increase in revenues from our real
estate vertical and partially offset by a decrease in hedge fund
activity.

Interest Income & Other was $8.7 million for the six months compared
with $4.6 million for the same period a year ago and includes
$4.4 million of reimbursable expenses that are now presented on a gross
basis due to adoption of the new revenue guidance.

Expenses

The following tables set forth information relating to the Company's
expenses for the three and six months ended June 30, 2018 and 2017:

  Three Months Ended June 30,
2018     2017
    GAAP     As Adjusted     GAAP     As Adjusted
(Dollars in Millions)
Expenses        
Compensation and Benefits $ 94.3 $ 83.6 $ 87.6 $ 70.0
% of Revenues 72.1 % 64.0 % 80.1 % 64.0 %
Non-Compensation $ 26.3 $ 25.6 $ 23.8 $ 23.1
% of Revenues 20.1 % 19.6 % 21.8 % 21.1 %
Total Expenses $ 120.5 $ 109.3 $ 111.4 $ 93.1
% of Revenues 92.2 % 83.6 % 101.9 % 85.1 %
Pretax Income (Loss) $ 10.1 $ 21.4 $ (2.1 ) $ 16.2
% of Revenues 7.8 % 16.4 % N/M 14.9 %
 
Six Months Ended June 30,
2018 2017
    GAAP     As Adjusted     GAAP     As Adjusted
(Dollars in Millions)
Expenses
Compensation and Benefits $ 197.9 $ 169.4 $ 183.2 $ 147.4
% of Revenues 74.8 % 64.0 % 79.6 % 64.0 %
Non-Compensation $ 54.1 $ 52.1 $ 47.0 $ 44.0
% of Revenues 20.4 % 19.7 % 20.4 % 19.1 %
Total Expenses $ 252.0 $ 221.5 $ 230.3 $ 191.4
% of Revenues 95.2 % 83.7 % 100.0 % 83.1 %
Pretax Income $ 12.8 $ 43.2 $ 0.0 $ 38.9
% of Revenues 4.8 % 16.3 % N/M 16.9 %
 

Compensation and Benefits Expense

Three Months Ended

GAAP Compensation and Benefits Expense was $94.3 million for second
quarter 2018 compared with $87.6 million for the prior year quarter.
Adjusted Compensation and Benefits Expense was $83.6 million for the
current quarter compared with $70.0 million for the prior year quarter.
The increase in Compensation and Benefits Expense was primarily due to
higher revenues and increased headcount.

Six Months Ended

GAAP Compensation and Benefits Expense was $197.9 million for the six
months ended June 30, 2018 compared with $183.2 million for the same
period a year ago. Adjusted Compensation and Benefits Expense was
$169.4 million for the six months compared with $147.4 million for the
same period a year ago. The increase in Compensation and Benefits
Expense was primarily due to higher revenues and increased headcount.

Non-Compensation Expense

Three Months Ended

GAAP Non-Compensation Expense was $26.3 million for second quarter 2018
compared with $23.8 million for the prior year quarter. Adjusted
Non-Compensation Expense was $25.6 million for the current quarter
compared with $23.1 million for the prior year quarter.

GAAP Non-Compensation Expense increased during the current quarter
compared with the prior year quarter, primarily due to an increase in
Travel and Related. The increase in Travel and Related was primarily
related to reimbursable expenses being presented on a gross basis during
the current quarter due to adoption of the new revenue guidance. Travel
and Related also increased due to increased business activity.

Adjusted Non-Compensation Expense increased during the current quarter
compared with the prior year quarter, primarily due to an increase in
Travel and Related for the same reasons noted above.

For the current quarter, GAAP and Adjusted Non-Compensation Expense
include $1.9 million of expenses reimbursable by clients that prior to
adoption of the new revenue guidance were reported on a net basis.

Six Months Ended

GAAP Non-Compensation Expense was $54.1 million for the six months ended
June 30, 2018 compared with $47.0 million for the same period a year
ago. Adjusted Non-Compensation Expense was $52.1 million for the six
months compared with $44.0 million for the same period a year ago.

GAAP Non-Compensation Expense increased during the six months compared
with the same period a year ago, primarily due to increases in Travel
and Related and Communications and Information Services, partially
offset by a decrease in Other Expenses. The increase in Travel and
Related was primarily related to adoption of the new revenue guidance.
Travel and Related also increased due to increased business activity.
The increase in Communications and Information Services was primarily
driven by first quarter investments in our technology and data
management infrastructure. The decrease in Other Expenses was due to a
decrease in the spin-off related payable due to Blackstone.

Adjusted Non-Compensation Expense increased during the six months
compared with the same period a year ago, primarily due to increases in
Travel and Related and Communications and Information Services for the
same reasons noted above.

For the six months ended June 30, 2018, GAAP and Adjusted
Non-Compensation Expense include $4.6 million of expenses reimbursable
by clients that prior to adoption of the new revenue guidance were
reported on a net basis.

Provision for Taxes

As of June 30, 2018, PJT Partners Inc. owned 57.2% 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 (Deficit)" 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, 2017 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 six
months ended June 30, 2018 was 22.1% compared with 36.3% for the same
period a year ago. This tax rate excludes the tax benefits of the
adjustments for transaction-related equity-based compensation expense,
amortization expense and spin-off-related payable due to The Blackstone
Group L.P. ("Blackstone"). The decrease in tax rate from the six months
ended June 30, 2017 is primarily due to the decrease in U.S. corporate
income tax rate related to the passage of the Tax Cuts and Jobs Act1
as well as an increased tax benefit related to the deliveries of vested
shares during 2018 at values in excess of their amortized cost.

Capital Management and Balance Sheet

As of June 30, 2018, the Company held cash, cash equivalents and
short-term investments of $120.9 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 second quarter 2018, the Company repurchased 128,347 Partnership
Units for cash. An additional 256,083 Partnership Units have been
presented to be exchanged, which the Company intends to repurchase for
cash on August 7, 2018 at a price to be determined by the per share
volume-weighted average price of the Company's Class A common stock on
August 2, 2018.

On October 26, 2017, 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. Under this repurchase program, shares of the
Company's Class A common stock may be repurchased from time to time in
open market transactions, in privately negotiated transactions or
otherwise. The timing and the actual number of shares repurchased will
depend on a variety of factors, including legal requirements, price and
economic and market conditions. The repurchase program may be suspended
or discontinued at any time and does not have a specified expiration
date.

During second quarter 2018, the Company repurchased 396,984 shares of
Class A common stock pursuant to this share repurchase program.

Additionally, during second quarter 2018, the Company net share settled
29,808 shares to satisfy employee tax obligations.

In aggregate during second quarter 2018, the Company repurchased an
equivalent of 555,139 shares at an average price of $54.08 per share.
Year-to-date, the total share equivalent repurchases were approximately
1.6 million shares at an average price of $49.43 per share.

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 19, 2018 to Class A common stockholders of record
on September 5, 2018.

Quarterly Investor Call Details

PJT Partners will host a conference call on July 31, 2018 at
8:30 a.m. ET to discuss its second quarter 2018 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 725 896 33#. 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) 286-8010 (U.S. domestic) or +1 (617) 801-6888
(international), passcode 932 396 97#.

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 achieve their
strategic objectives. 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, 2017, 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
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.

Appendix

GAAP Condensed Consolidated Statements of Operations (unaudited)

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

Summary of Shares Outstanding (unaudited)

Footnotes

 
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,
    2018     2017     2018     2017  
Revenues    
Advisory $ 98,294 $ 73,349 $ 201,757 $ 172,688
Placement 28,132 33,503 54,252 53,005
Interest Income and Other     4,244       2,458       8,703       4,586  
Total Revenues 130,670 109,310 264,712 230,279
Expenses
Compensation and Benefits 94,273 87,564 197,905 183,240
Occupancy and Related 6,573 6,659 13,376 12,865
Travel and Related 5,987 3,073 11,457 5,956
Professional Fees 4,019 4,803 9,218 8,992
Communications and Information Services 3,260 2,854 6,740 5,267
Depreciation and Amortization 2,092 2,022 4,099 4,114
Other Expenses     4,328       4,418       9,160       9,840  
Total Expenses 120,532 111,393 251,955 230,274
Income (Loss) Before Benefit for Taxes 10,138 (2,083 ) 12,757 5
Benefit for Taxes     (882 )     (1,518 )     (4,992 )     (2,389 )
Net Income (Loss) 11,020 (565 ) 17,749 2,394

Net Income (Loss) Attributable to Non-Controlling Interests

    4,075       (780 )     5,568       846  
Net Income Attributable to PJT Partners Inc. $ 6,945 $ 215 $ 12,181 $ 1,548
Net Income Per Share of Class A Common Stock
Basic $ 0.30 $ 0.01 $ 0.57 $ 0.08
Diluted $ 0.30 $ 0.01 $ 0.55 $ 0.08

Weighted-Average Shares of Class A Common Stock Outstanding

Basic 22,641,562 18,825,696 20,987,863 18,654,187
Diluted 24,185,020 18,825,696 22,689,344 18,654,187
 
 
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,
    2018     2017     2018     2017  
GAAP Net Income (Loss) $ 11,020   $ (565 ) $ 17,749   $ 2,394
Less: GAAP Benefit for Taxes     (882 )     (1,518 )     (4,992 )     (2,389 )
GAAP Pretax Income (Loss) 10,138 (2,083 ) 12,757 5
 
Adjustments to GAAP Pretax Income (Loss)
Transaction-Related Compensation Expense(2) 10,643 17,602 28,488 35,852
Amortization of Intangible Assets(3) 584 584 1,168 1,250
Spin-Off-Related Payable Due to Blackstone(4)     26       145       801       1,744  
Adjusted Pretax Income 21,391 16,248 43,214 38,851
Adjusted Taxes(5)     3,424       3,761       5,109       7,351  
Adjusted Net Income 17,967 12,487 38,105 31,500
 
If-Converted Adjustments
Less: Adjusted Taxes(5) (3,424 ) (3,761 ) (5,109 ) (7,351 )
Add: If-Converted Taxes(6)     4,689       5,871       9,553       14,090  
Adjusted Net Income, If-Converted $ 16,702 $ 10,377 $ 33,661 $ 24,761
 
GAAP Net Income Per Share of Class A Common Stock
Basic $ 0.30 $ 0.01 $ 0.57 $ 0.08
Diluted $ 0.30 $ 0.01 $ 0.55 $ 0.08

GAAP Weighted-Average Shares of Class A Common Stock Outstanding

Basic 22,641,562 18,825,696 20,987,863 18,654,187
Diluted 24,185,020 18,825,696 22,689,344 18,654,187
 
Adjusted Net Income, If-Converted Per Share $ 0.42 $ 0.27 $ 0.89 $ 0.65
Weighted-Average Shares Outstanding, If-Converted 39,835,098 37,894,703 37,854,775 37,808,911
 
 
PJT Partners Inc.
Reconciliations of GAAP to Non-GAAP Financial Data – continued
(unaudited)
(Dollars in Thousands)
 
  Three Months Ended   Six Months Ended
June 30, June 30,
    2018   2017   2018   2017
GAAP Compensation and Benefits Expense $ 94,273   $ 87,564 $ 197,905   $ 183,240

Transaction-Related Compensation Expense(2)

    (10,643 )     (17,602 )     (28,488 )     (35,852 )
Adjusted Compensation and Benefits Expense $ 83,630 $ 69,962 $ 169,417 $ 147,388
 
Non-Compensation Expenses
Occupancy and Related $ 6,573 $ 6,659 $ 13,376 $ 12,865
Travel and Related 5,987 3,073 11,457 5,956
Professional Fees 4,019 4,803 9,218 8,992
Communications and Information Services 3,260 2,854 6,740 5,267
Depreciation and Amortization 2,092 2,022 4,099 4,114
Other Expenses     4,328       4,418       9,160       9,840  
GAAP Non-Compensation Expense 26,259 23,829 54,050 47,034
Amortization of Intangible Assets(3) (584 ) (584 ) (1,168 ) (1,250 )
Spin-Off-Related Payable Due to Blackstone(4)     (26 )     (145 )     (801 )     (1,744 )
Adjusted Non-Compensation Expense $ 25,649 $ 23,100 $ 52,081 $ 44,040
 

The following table provides a summary of adjustments made to Interest
Income & Other and Non-Compensation Expense as it pertains to the
presentation of reimbursable expenses upon adoption of the new revenue
guidance:

   
Three Months Ended June 30, 2018 Six Months Ended June 30, 2018
   

As
Reported

  Adjustments  

Without
Adoption
of
Revenue
Standard

 

As
Reported

  Adjustments  

Without
Adoption
of
Revenue
Standard

Interest Income & Other $ 4,244   $ (2,098 )   $ 2,146 $ 8,703   $ (4,366 )   $ 4,337
Non-Compensation Expenses
Occupancy and Related $ 6,573 $ (43 ) $ 6,530 $ 13,376 $ (81 ) $ 13,295
Travel and Related 5,987 (1,817 ) 4,170 11,457 (3,716 ) 7,741
Professional Fees 4,019 170 4,189 9,218 (468 ) 8,750

Communications and Information Services

3,260 (134 ) 3,126 6,740 (202 ) 6,538
Depreciation and Amortization 2,092 2,092 4,099 4,099
Other Expenses     4,328       (49 )     4,279       9,160       (98 )     9,062  
GAAP Non-Compensation Expense 26,259 (1,873 ) 24,386 54,050 (4,565 ) 49,485
Amortization of Intangible Assets(3) (584 ) (584 ) (1,168 ) (1,168 )

Spin-Off-Related Payable Due to Blackstone(4)

    (26 )           (26 )     (801 )           (801 )
Adjusted Non-Compensation Expense $ 25,649 $ (1,873 ) $ 23,776 $ 52,081 $ (4,565 ) $ 47,516
 
 

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, 2018 and 2017
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 June 30, Six Months Ended June 30,
      2018     2017     2018     2017
Weighted-Average Shares Outstanding - GAAP        
Shares of Class A Common Stock Outstanding 20,647,911 18,522,681 19,735,236 18,391,816
Vested, Undelivered RSUs     1,993,651     303,015     1,252,627     262,371
Basic Shares Outstanding, GAAP 22,641,562 18,825,696 20,987,863 18,654,187
Dilutive Impact of Unvested Common RSUs(7)     1,543,458         1,701,481    
Diluted Shares Outstanding, GAAP 24,185,020 18,825,696 22,689,344 18,654,187
 
Weighted-Average Shares Outstanding - If-Converted
Shares of Class A Common Stock Outstanding 20,647,911 18,522,681 19,735,236 18,391,816
Vested, Undelivered RSUs 1,993,651 303,015 1,252,627 262,371
Conversion of Unvested Common RSUs(7) 1,543,458 3,576,351 1,701,481 3,368,471
Conversion of Participating RSUs 151,707 461,417 153,243 517,719

Conversion of Partnership Units

    15,498,371     15,031,239     15,012,188     15,268,534
If-Converted Shares Outstanding 39,835,098 37,894,703 37,854,775 37,808,911
 
As of June 30,
      2018     2017
Fully-Diluted Shares Outstanding(8)(9) 42,711,906 39,947,541
 

During the three and six months ended June 30, 2018, 1.25 million and
2.50 million Partnership Units, respectively, were added to the
Company's fully-diluted share count due to the satisfaction of certain
market conditions. As of June 30, 2018, there were 3.76 million
Partnership Units subject to market conditions that are not included in
fully-diluted shares outstanding.

Footnotes

 
(1)

The Tax Cuts and Jobs Act ("Tax Legislation") was signed into law
on December 22, 2017 and lowers the U.S. corporate income tax rate
to 21% as of January 1, 2018. The Company recorded the estimated
impact during the three months ended December 31, 2017. The impact
of Tax Legislation may differ from the estimated amounts recorded,
possibly materially, due to, among other things, further
refinement of the Company's calculations, changes in
interpretations and assumptions the Company has made, guidance
that may be issued and actions the Company may take as a result of
Tax Legislation.

(2) This adjustment adds back to GAAP Pretax Income 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.
(3) This adjustment adds back to GAAP Pretax Income 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.
(4) 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.
(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 number of dilutive shares calculated under the treasury
method for the unvested, non-participating RSUs that have a
remaining service requirement.
(8) Excludes 3.76 million unvested Partnership Units as of June 30, 2018
that have yet to satisfy certain market conditions.
(9) Assumes all Partnership Units and unvested participating RSUs have
been converted to shares of the Company's Class A common stock.
N/M Not meaningful.
Note: Amounts presented in tables above may not add or recalculate due to
rounding.
 

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