Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 01, 2016 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | PJT | |
Entity Registrant Name | PJT Partners Inc. | |
Entity Central Index Key | 1,626,115 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 18,003,272 | |
Class B Common Stock | ||
Entity Common Stock, Shares Outstanding | 305 |
Condensed Consolidated and Comb
Condensed Consolidated and Combined Statements of Financial Condition (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and Cash Equivalents | $ 156,899 | $ 82,322 |
Restricted Cash | 827 | |
Accounts Receivable (net of allowance for doubtful accounts of $3,300 and $862 at September 30, 2016 and December 31, 2015, respectively) | 182,082 | 169,590 |
Intangible Assets, Net | 15,387 | 23,646 |
Goodwill | 72,286 | 75,769 |
Furniture, Equipment and Leasehold Improvements, Net | 39,533 | 31,490 |
Other Assets | 18,172 | 14,920 |
Deferred Tax Assets | 75,440 | 68,688 |
Total Assets | 559,799 | 467,252 |
Liabilities, Redeemable Non-Controlling Interests and Equity | ||
Accrued Compensation and Benefits | 123,311 | 81,221 |
Accounts Payable, Accrued Expenses and Other Liabilities | 23,736 | 29,533 |
Deferred Rent Liability | 16,729 | 12,414 |
Taxes Payable | 1,179 | 1,672 |
Deferred Revenue | 5,155 | 477 |
Total Liabilities | 170,110 | 125,317 |
Commitments and Contingencies | ||
Redeemable Non-Controlling Interests | 392,018 | 309,855 |
Equity | ||
Additional Paid-In Capital | 20,992 | 43,132 |
Retained Deficit | (23,759) | (11,184) |
Accumulated Other Comprehensive Income (Loss) | 258 | (48) |
Total Equity | (2,329) | 32,080 |
Total Liabilities, Redeemable Non-Controlling Interests and Equity | 559,799 | 467,252 |
Class A Common Stock | ||
Equity | ||
Common stock, value | 180 | 180 |
Total Equity | 180 | 180 |
Class B Common Stock | ||
Equity | ||
Common stock, value | $ 0 | $ 0 |
Condensed Consolidated and Com3
Condensed Consolidated and Combined Statements of Financial Condition (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts Receivable, allowance for doubtful accounts | $ 3,300 | $ 862 |
Class A Common Stock | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 3,000,000,000 | 3,000,000,000 |
Common Stock, Shares Issued | 18,002,838 | 17,966,456 |
Common Stock, Shares Outstanding | 18,002,838 | 17,966,456 |
Class B Common Stock | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Common Stock, Shares Issued | 303 | 300 |
Common Stock, Shares Outstanding | 303 | 300 |
Condensed Consolidated and Com4
Condensed Consolidated and Combined Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues | ||||
Advisory Fees | $ 100,728,000 | $ 116,205,000 | $ 241,360,000 | $ 221,471,000 |
Placement Fees | 18,327,000 | 27,776,000 | 78,930,000 | 76,099,000 |
Interest Income and Other | 2,291,000 | 3,341,000 | 5,644,000 | 4,546,000 |
Total Revenues | 121,346,000 | 147,322,000 | 325,934,000 | 302,116,000 |
Expenses | ||||
Compensation and Benefits | 95,841,000 | 67,060,000 | 255,976,000 | 206,820,000 |
Occupancy and Related | 6,481,000 | 10,539,000 | 19,521,000 | 24,583,000 |
Travel and Related | 3,208,000 | 4,029,000 | 8,755,000 | 10,388,000 |
Professional Fees | 3,983,000 | 8,744,000 | 14,170,000 | 14,280,000 |
Communications and Information Services | 1,970,000 | 2,824,000 | 6,670,000 | 5,991,000 |
Depreciation and Amortization | 4,004,000 | 7,810,000 | 11,930,000 | 10,845,000 |
Other Expenses | 7,819,000 | 2,455,000 | 18,394,000 | 6,476,000 |
Total Expenses | 123,306,000 | 103,461,000 | 335,416,000 | 279,383,000 |
Income (Loss) Before Provision for Taxes | (1,960,000) | 43,861,000 | (9,482,000) | 22,733,000 |
Provision for Taxes | 8,376,000 | 1,971,000 | 4,139,000 | 3,973,000 |
Net Income (Loss) | (10,336,000) | 41,890,000 | (13,621,000) | 18,760,000 |
Net Loss Attributable to Redeemable Non-Controlling Interests | (625,000) | (3,842,000) | ||
Net Loss Attributable to PJT Partners Inc. | $ (9,711,000) | $ (9,779,000) | 18,760,000 | |
Net Loss Per Share of Class A Common Stock | ||||
Net Loss Per Share of Class A Common Stock — Basic and Diluted | $ (0.53) | $ (0.53) | ||
Class A Common Stock | ||||
Net Loss Per Share of Class A Common Stock | ||||
Net Loss Per Share of Class A Common Stock — Basic and Diluted | $ (0.53) | $ (0.53) | ||
Weighted-Average Shares of Class A Common Stock Outstanding — Basic and Diluted | 18,319,785 | 18,282,180 | ||
Dividends Declared Per Share of Class A Common Stock | $ 0.05 | $ 0.15 | ||
Affiliates | ||||
Revenues | ||||
Advisory Fees | $ 0 | 810,000 | $ 0 | 4,220,000 |
Placement Fees | $ 0 | $ 2,961,000 | $ 0 | $ 14,329,000 |
Condensed Consolidated and Com5
Condensed Consolidated and Combined Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net Income (Loss) | $ (10,336) | $ 41,890 | $ (13,621) | $ 18,760 |
Other Comprehensive Income (Loss), Net of Tax — Currency Translation Adjustment | (266) | (193) | 306 | 635 |
Comprehensive Income (Loss) | (10,602) | $ 41,697 | (13,315) | $ 19,395 |
Comprehensive Loss Attributable to Redeemable Non-Controlling Interests | (783) | (3,667) | ||
Comprehensive Loss Attributable to PJT Partners Inc. | $ (9,819) | $ (9,648) |
Condensed Consolidated and Com6
Condensed Consolidated and Combined Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Income (Loss) | Former Parent Company Investment | Redeemable Non-Controlling Interests |
Beginning Balance at Dec. 31, 2014 | $ 332,320 | $ 1,010 | $ 331,310 | |||||
Net Income (Loss) | 18,760 | 18,760 | ||||||
Currency Translation Adjustment | 635 | 635 | ||||||
Net Decrease in Former Parent Company Investment | (95,530) | (95,530) | ||||||
Ending Balance at Sep. 30, 2015 | 256,185 | 1,645 | $ 254,540 | |||||
Beginning Balance at Dec. 31, 2015 | 32,080 | $ 180 | $ 43,132 | $ (11,184) | (48) | $ 309,855 | ||
Beginning Balance (in shares) at Dec. 31, 2015 | 17,966,456 | 300 | ||||||
Net Income (Loss) | (9,779) | (9,779) | (3,842) | |||||
Currency Translation Adjustment | 306 | 306 | ||||||
Dividends | (2,796) | (2,796) | ||||||
Tax Distributions | (5,751) | |||||||
Non-Cash Contributions From Former Parent | 4,061 | 4,061 | ||||||
Equity-Based Compensation | 36,898 | 36,898 | 28,154 | |||||
Forfeiture Liability for Equity Awards | 759 | 759 | ||||||
Net Share Settlement | (220) | (220) | (36) | |||||
Issuances of Common Stock | (8,403) | (8,403) | 8,403 | |||||
Issuances of Common Stock (in shares) | 36,382 | 5 | ||||||
Forfeitures of Shares | 1,511 | 1,511 | (1,511) | |||||
Forfeitures of Shares (in shares) | (2) | |||||||
Adjustment of Redeemable Non-Controlling Interests to Redemption Value | (56,746) | (56,746) | 56,746 | |||||
Ending Balance at Sep. 30, 2016 | $ (2,329) | $ 180 | $ 20,992 | $ (23,759) | $ 258 | $ 392,018 | ||
Ending Balance (in shares) at Sep. 30, 2016 | 18,002,838 | 303 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Activities | ||
Net Income (Loss) | $ (13,621) | $ 18,760 |
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities | ||
Equity-Based Compensation Expense | 65,082 | 19,562 |
Depreciation Expense | 3,726 | 2,897 |
Amortization Expense | 8,204 | 7,948 |
Bad Debt Expense (Recovery) | 2,438 | (740) |
Foreign Currency Transaction Gains | (255) | |
Deferred Taxes | (2,995) | |
Other Non-Cash Amounts Included in Net Income (Loss) | (392) | |
Cash Flows Due to Changes in Operating Assets and Liabilities | ||
Accounts Receivable | (15,406) | 31,836 |
Receivable from Affiliates | (5,485) | |
Due from Blackstone | 34,250 | |
Other Assets | (3,836) | (981) |
Accrued Compensation and Benefits | 45,156 | 10,654 |
Accounts Payable, Accrued Expenses and Other Liabilities | (519) | 19,978 |
Deferred Rent Liability | 4,823 | |
Taxes Payable | (495) | 13 |
Deferred Revenue | 4,687 | (866) |
Net Cash Provided by Operating Activities | 96,989 | 137,434 |
Investing Activities | ||
Proceeds from Repayment of Note Issued to Employee | 538 | |
Purchases of Furniture, Equipment and Leasehold Improvements | (12,751) | (4,354) |
Change in Restricted Cash | 778 | |
Net Cash Used in Investing Activities | (11,435) | (4,354) |
Financing Activities | ||
Dividends | (2,796) | |
Tax Distributions | (5,751) | |
Principal Payments on Capital Lease Obligations | (66) | |
Employee Taxes Paid for Shares Withheld for Taxes | (256) | |
Net Decrease from Former Parent Company Investment | (149,922) | |
Net Cash Used in Financing Activities | (8,869) | (149,922) |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | (2,108) | |
Net Increase (Decrease) in Cash and Cash Equivalents | 74,577 | (16,842) |
Cash and Cash Equivalents, Beginning of Period | 82,322 | 38,533 |
Cash and Cash Equivalents, End of Period | 156,899 | 21,691 |
Supplemental Disclosure of Cash Flows Information | ||
Payments for Income Taxes, including those to Former Parent | 7,195 | $ 3,518 |
Supplemental Disclosure of Significant Non-Cash Activities | ||
Non-Cash Contributions From Former Parent | $ 4,061 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. ORGANIZATION On October 7, 2014, the board of directors of the general partner of The Blackstone Group L.P. (the “former Parent” or “Blackstone”) approved a plan to separate Blackstone’s strategic advisory services, restructuring and reorganization advisory services and Park Hill Group businesses from Blackstone and combine the separated business with PJT Capital (as defined below) to form PJT Partners (“PJT Partners” or the “Company”), which separation occurred on October 1, 2015. On October 1, 2015, Blackstone distributed on a pro rata basis to its common unitholders all of the issued and outstanding shares of Class A common stock of PJT Partners Inc. held by it. This pro rata distribution is referred to as the “Distribution.” The separation of the PJT Partners business from Blackstone and related transactions, including the Distribution, the internal reorganization that preceded the Distribution and the acquisition by PJT Partners of PJT Capital LP (together with its general partner and their respective subsidiaries, “PJT Capital”) that occurred substantially concurrently with the Distribution, is referred to as the “spin-off.” The spin-off, including the consummation of the acquisition of PJT Capital and the Distribution is described in Note 3. “Reorganization and Spin-off” and information regarding the Class A and Class B common stock issued in connection with the spin-off and Redeemable Non-Controlling Interests is described in Note 11. “Stockholders’ Equity” in the “Notes to Consolidated and Combined Financial Statements” in “Part II. Item 8. Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. As of September 30, 2016, there were 18,002,838 and 303 shares, respectively, of Class A common stock and Class B common stock issued and outstanding. Following the spin-off, PJT Partners Inc. became the sole general partner of PJT Partners Holdings LP. PJT Partners Inc. owns less than 100% of the economic interest in PJT Partners Holdings LP, but has 100% of the voting power and controls the management of PJT Partners Holdings LP. As of September 30, 2016, the non-controlling interest was 47.3%. PJT Partners 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. The Company offers a balanced portfolio of advisory services designed to help its clients realize major corporate milestones and solve complex issues. Also, through the Park Hill Group, the Company provides private fund advisory and placement services for alternative investment managers, including private equity funds, real estate funds and hedge funds. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company prepared the accompanying unaudited condensed consolidated and combined financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. The condensed consolidated and combined financial statements, including these notes, are unaudited and exclude some of the disclosures required in audited financial statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) so that the condensed consolidated and combined financial statements are presented fairly and that estimates made in preparing its condensed consolidated and combined financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated and combined financial statements should be read in conjunction with the audited consolidated and combined financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC. For a comprehensive disclosure of the Company’s significant accounting policies, see Note 2. “Summary of Significant Accounting Policies” in the “Notes to Consolidated and Combined Financial Statements” in “Part II. Item 8. Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. As the sole general partner of PJT Partners Holdings LP, PJT Partners Inc. operates and controls all of the business and affairs and consolidates the financial results of PJT Partners Holdings LP and its subsidiaries. The Company operates through the following subsidiaries: PJT Partners LP, Park Hill Group LLC, PJT Partners (UK) Limited and PJT Partners (HK) Limited. The Company did not operate as an independent, stand-alone entity for all periods included in these condensed consolidated and combined financial statements. Prior to the spin-off on October 1, 2015, the Company’s operations were included in Blackstone’s results as they were historically managed as part of Blackstone, in conformity with GAAP. For periods prior to October 1, 2015, the accompanying condensed consolidated and combined financial statements were prepared on a stand-alone basis and were derived from the consolidated financial statements and accounting records of Blackstone. Prior to October 1, 2015, the condensed consolidated and combined financial statements included certain assets that were historically held at the Blackstone corporate level but were specifically identifiable or otherwise attributable to these financial statements, primarily goodwill and intangible assets. Additionally prior to October 1, 2015, Blackstone’s net investment in PJT Partners is shown as Former Parent Company Investment in lieu of Stockholders’ Equity in the condensed consolidated and combined financial statements. All intercompany transactions have been eliminated for all periods presented. The Condensed Consolidated and Combined Statements of Operations reflect intercompany expense allocations made to the Company by Blackstone for certain corporate functions and for shared services provided by Blackstone prior to October 1, 2015. Where possible, these allocations were made on a specific identification basis and, in other cases, these expenses were allocated by Blackstone based on a pro rata basis of headcount, usage or some other basis depending on the nature of the allocated cost. Expenses without a specific consumption based indicator were allocated based on revenues adjusted for factors such as the size and complexity of the business. See Note 10. “Transactions with Related Parties” for further information on expenses allocated by Blackstone. Both the Company and Blackstone consider the basis on which the expenses were previously allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by the Company during the periods presented prior to October 1, 2015. The allocations may not, however, reflect the expense the Company would have incurred as an independent, publicly traded company for the periods presented. Actual costs that may have been incurred if PJT Partners had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, which functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. Following the spin-off, the Company has been performing these functions using its own resources or purchased services. For an interim period, however, some of these functions may continue to be provided by Blackstone, pursuant to a transition services agreement for a period of 24 months with the option for Blackstone or the Company to terminate any given service with 60 days’ notice. See Note 10. “Transactions with Related Parties” for further information on services provided by Blackstone to the Company for the three and nine months ended September 30, 2016. Contingencies and Litigation The Company records loss contingencies if (a) information available prior to issuance of the condensed consolidated and combined financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the condensed consolidated and combined financial statements, and (b) the amount of loss can be reasonably estimated. If one or both criteria for accrual are not met, but there is at least a reasonable possibility that a loss will occur, the Company does not record an accrual for a loss contingency but describes the contingency and provides detail, when possible, of the estimated potential loss or range of loss. If an estimate cannot be made, a statement to that effect is made. Costs incurred with defending matters are expensed as incurred. Accruals related to loss contingencies are recorded in Other Expenses in the Condensed Consolidated and Combined Statements of Operations. Insurance Reimbursements Receipts from insurance reimbursements up to the amount of the losses recognized are considered recoveries. These recoveries are accounted for when they are probable of receipt. Insurance recoveries are not recognized prior to the recognition of the related loss. Any receivable for insurance recoveries is recorded separately from the corresponding liability, and only if recovery is determined to be probable and reasonably estimable. Insurance reimbursements are recorded in Other Expenses in the Condensed Consolidated and Combined Statements of Operations. Recent Accounting Developments In June 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance on revenue from contracts with customers. The guidance requires that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity is required to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The guidance introduces new qualitative and quantitative disclosure requirements about contracts with customers including revenue and impairments recognized, disaggregation of revenue and information about contract balances and performance obligations. Information is required about significant judgments and changes in judgments in determining the timing of satisfaction of performance obligations and determining the transaction price and amounts allocated to performance obligations. Additional disclosures are required about assets recognized from the costs to obtain or fulfill a contract. As originally proposed, the guidance was effective prospectively for annual periods beginning after December 15, 2016 including interim periods within that reporting period. In recent re-deliberations, the FASB approved a one-year deferral of the effective date of this guidance, such that it will be effective for annual reporting periods beginning after December 31, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of the new guidance and the method of adoption on the condensed consolidated and combined financial statements. In September 2015, the FASB issued guidance on measurement period adjustments with respect to business combinations. The amendments apply to entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete by the end of the reporting period in which the combination occurs and during the measurement period have an adjustment to provisional amounts recognized. An entity is now required to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, not on a retrospective basis as previously required. The amendments apply prospectively to adjustments to provisional amounts that occur in fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Adoption of this guidance did not have a material impact on the Company’s condensed consolidated and combined financial statements. In February 2016, the FASB issued new guidance regarding leases. The guidance requires lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases. Entities are also required to provide enhanced disclosure about leasing arrangements. The amendments retain lease classifications, distinguishing finance leases from operating leases, using criteria that are substantially similar for distinguishing capital leases from operating leases in previous guidance. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. Adoption requires a modified retrospective approach. The Company is currently assessing the impact the adoption of this guidance will have on its condensed consolidated and combined financial statements. In March 2016, the FASB issued amendments to the guidance on employee share-based payment accounting intended to improve the accounting for employee share-based payments. This amended guidance simplifies several aspects of the accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification in the statement of cash flows. The amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company elected to early adopt the new guidance in the second quarter of fiscal year 2016, which requires the Company to reflect any adjustments as of January 1, 2016, the beginning of the annual period that includes the interim period of adoption. The primary impact of the adoption was the recognition of excess tax benefits in the Company’s Provision for Taxes rather than Additional Paid-In Capital for all periods in the year ended December 31, 2016. As no excess tax benefits were previously recognized during the three months ended March 31, 2016, no adjustments are required to show the impact to the previously reported amounts in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2016. Additionally, there were no previously unrecognized excess tax benefits. The Company elected to apply the presentation requirements for cash flows related to excess tax benefits retrospectively and prior periods have been adjusted to remove the amounts of excess tax benefits presented in operating and financing activities in the Condensed Consolidated and Combined Statements of Cash Flows. Such prior period adjustment was immaterial. Additionally, the Company has retrospectively included in financing activities on the Condensed Consolidated and Combined Statements of Cash Flows amounts for employee taxes paid in instances when the Company withheld shares for tax withholding purposes. The Company has elected to maintain its current accounting policy of estimating forfeitures in its computation of equity-based compensation expense. Upon the adoption of this guidance, the Company excluded the estimated impact of excess tax benefits and tax deficiencies from the calculation of assumed proceeds for determining diluted net income (loss) per share using the treasury stock method. There was no impact on net loss per share of Class A common stock. In June 2016, the FASB issued guidance regarding the measurement of credit losses on financial instruments. The new guidance replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. The Company is currently assessing the impact the adoption of this guidance will have on its condensed consolidated and combined financial statements. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | 3. BUSINESS COMBINATIONS Acquisition of PJT Capital LP On October 1, 2015, PJT Partners Holdings LP acquired all of the outstanding equity interests in PJT Capital LP. The effect of the transaction was a transfer of PJT Capital LP interests to PJT Partners Holdings LP in exchange for unvested PJT Partners Holdings LP units. No other consideration was transferred. This transaction was accounted for as a business combination and PJT Capital LP’s operating results have been included in the Company’s financial statements from the date of the transaction. The Company incurred $0.1 million of costs related to the acquisition which were included in Professional Fees in the Condensed Consolidated and Combined Statements of Operations in the fourth quarter of 2015. The following table summarizes the estimated allocation of the purchase price for PJT Capital LP at the acquisition date as well as measurement period adjustments to date: December 31, 2015 Measurement Period Adjustments September 30, 2016 Assets Cash $ 12,653 $ — $ 12,653 Accounts Receivable 1,170 — 1,170 Furniture, Equipment and Leasehold Improvements 334 — 334 Other Assets 362 — 362 Intangible Assets 13,300 — 13,300 Deferred Tax Assets — 3,483 3,483 Goodwill 6,896 (3,483 ) 3,413 34,715 — 34,715 Liabilities Accrued Compensation and Benefits 29,424 — 29,424 Accounts Payable, Accrued Expenses and Other Liabilities 4,626 — 4,626 Taxes Payable 665 — 665 34,715 — 34,715 Net Assets Acquired $ — $ — $ — The excess of the purchase price over the fair value of the net assets acquired of $3.4 million was recorded as goodwill. Goodwill includes the in-place workforce, which allows the Company to continue serving its existing client base, begin marketing to potential clients and avoid significant costs reproducing the workforce. The transaction did not result in goodwill for tax purposes. The estimated fair value of the intangible assets acquired, which consist of PJT Capital LP’s backlog of client assignments that existed at the time of the acquisition and trade name is based, in part, on a valuation using an income approach or market approach and has been included in Intangible Assets, Net in the Condensed Consolidated and Combined Statements of Financial Condition. The estimated fair value ascribed to the identifiable intangible assets is amortized on a straight-line basis over the estimated remaining useful lives of the assets over periods ranging between one and ten years. The Condensed Consolidated and Combined Statements of Operations for the three and nine months ended September 30, 2016 include the results of PJT Capital LP. Supplemental information on an unaudited pro forma basis, as if the acquisition had been consummated as of January 1, 2014 is as follows: Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Total Revenues $ 151,270 $ 326,264 Income (Loss) Before Provision for Taxes $ 11,556 $ (433 ) Net Income (Loss) $ 12,666 $ (432 ) The unaudited pro forma results of operations do not purport to represent what the Company’s results of operations would actually have been had the acquisition occurred on January 1, 2014, or to project the Company’s results of operations for any future period. Actual future results may vary considerably based on a variety of factors beyond the Company’s control. The pro forma results include (a) the amortization of identifiable intangible assets of PJT Capital LP, and (b) the estimated income tax expense related to the historical earnings of PJT Capital LP, which as a result of the acquisition, would be subject to income tax at the effective tax rate of the Company. Acquisition of Customer Mandates On October 1, 2015, PJT Partners (UK) Limited, a subsidiary of the Company, purchased certain open customer mandates and other assets from a subsidiary of its former Parent. This transaction was accounted for as an asset acquisition. There were no capitalized transaction costs and the total purchase price was $1.5 million. The customer mandates acquired were recorded as intangible assets and are amortized over their estimated useful lives of one year. In connection with the transaction, the Company acquired $1.3 million of customer mandates and $0.2 million of other assets and liabilities, net. |
Accounts Receivable and Allowan
Accounts Receivable and Allowance for Doubtful Accounts | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Accounts Receivable and Allowance for Doubtful Accounts | 4. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS Included in Accounts Receivable are long-term receivables of $61.1 million and $62.6 million as of September 30, 2016 and December 31, 2015, respectively, related to placement fees that are generally paid in installments over a period of three to four years. There were no long-term receivables with affiliates as of September 30, 2016 or December 31, 2015. The carrying value of such long-term receivables approximates fair value. Long-term receivables are classified as Level II in the fair value hierarchy. The Company does not have any long-term receivables on non-accrual status. Long-term receivables which were more than 90 days past due as of September 30, 2016 and December 31, 2015 were $2.9 million and $2.2 million, respectively. Changes in the allowance for doubtful accounts related to long-term receivables are presented below: Nine Months Ended Year Ended September 30, December 31, 2016 2015 Balance, Beginning of Period $ — $ 392 Bad Debt Expense (Recovery) 563 (392 ) Balance, End of Period $ 563 $ — |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying value of goodwill consist of the following: Balance, December 31, 2015 $ 75,769 Purchase Accounting Adjustment (a) (3,483 ) Balance, September 30, 2016 $ 72,286 (a) During the three months ended March 31, 2016, the Company recorded $3.5 million of purchase accounting adjustments related to the acquisition of PJT Capital LP. There have been no indicators of goodwill impairment since the Company’s most recent annual assessment. Intangible Assets, Net consists of the following: September 30, December 31, 2016 2015 Finite-Lived Intangible Assets Customer Relationships $ 26,476 $ 26,476 Client Backlog 7,600 7,600 Trade Name 5,700 5,700 Client Mandates and Other 1,344 1,483 Accumulated Amortization (25,733 ) (17,613 ) Intangible Assets, Net $ 15,387 $ 23,646 Amortization expense was $2.6 million and $8.2 million for the three and nine months ended September 30, 2016, respectively, and $6.6 million and $7.9 million for the three and nine months ended September 30, 2015, respectively. During the three and nine months ended September 30, 2015, the Company recorded an impairment charge of $6.0 million related to certain customer relationship assets established at the time of Blackstone’s initial public offering. Such charge was included in Depreciation and Amortization in the Condensed Consolidated and Combined Statements of Operations. Amortization of intangible assets held at September 30, 2016 is expected to be $9.0 million for the year ending December 31, 2016 and $2.3 million for each of the years ending December 31, 2017, 2018, 2019 and 2020. The intangible assets as of September 30, 2016 are expected to amortize over a weighted-average period of 8.9 years. |
Furniture, Equipment and Leaseh
Furniture, Equipment and Leasehold Improvements | 9 Months Ended |
Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Furniture, Equipment and Leasehold Improvements | 6. FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS Furniture, Equipment and Leasehold Improvements, Net consists of the following: September 30, December 31, 2016 2015 Office Equipment $ 1,892 $ 1,873 Leasehold Improvements 32,896 23,330 Furniture and Fixtures 11,240 9,119 Accumulated Depreciation (6,495 ) (2,832 ) Furniture, Equipment and Leasehold Improvements, Net $ 39,533 $ 31,490 Depreciation expense was $1.4 million and $3.7 million for the three and nine months ended September 30, 2016, respectively. Depreciation expense, including allocations from the former Parent, was $1.2 million and $2.9 million for the three and nine months ended September 30, 2015, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. INCOME TAXES The Company’s operations were included in Blackstone subsidiaries’ U.S. federal, state and foreign tax returns for taxable periods ending before the Company’s spin-off and separation from Blackstone on October 1, 2015. With respect to such taxable periods, the Company’s income taxes were calculated on a separate tax return basis. For subsequent periods, the Company is filing tax returns as a stand-alone entity, and its deferred taxes and effective tax rates differ from those of the historical periods. The Company’s effective tax rate was -427.3% and -43.7% for the three and nine months ended September 30, 2016, respectively, and 4.5% and 17.5% for the three and nine months ended September 30, 2015. The Company’s income tax provision was $8.4 million and $4.1 million for the three and nine months ended September 30, 2016, respectively, and $2.0 million and $4.0 million for the three and nine months ended September 30, 2015, respectively. The Company’s effective tax rate for the three months ended September 30, 2016 was largely due to the use of the actual year-to-date rate as of September 30, 2016 in determining tax expense in comparison to using an annualized effective tax rate in determining tax expense for the six months ended June 30, 2016. The Company’s effective tax rate for the three and nine months ended September 30, 2016 was also attributable to corporate entities subject to U.S. federal, state, local and foreign income taxes; to non-corporate entities that are subject to New York City Unincorporated Business Tax (“UBT”) and to certain compensation charges and other pretax charges that are not deductible for tax purposes. Despite a GAAP Net Loss for both the three and nine months ended September 30, 2016, the Company had taxable income as a result of the addback of permanent differences, primarily related to the amortization of equity compensation. The Company’s effective tax rate for the three and nine months ended September 30, 2015 was largely attributable to foreign income tax, New York City UBT and to certain compensation charges that are not deductible for tax purposes. As of September 30, 2016, the Company had no unrecognized tax benefits. |
Net Loss Per Share of Class A C
Net Loss Per Share of Class A Common Stock | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share of Class A Common Stock | 8. NET LOSS PER SHARE OF CLASS A COMMON STOCK Basic and diluted net loss per share of Class A common stock for the three and nine months ended September 30, 2016 is presented below: Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Numerator: Net Loss $ (10,336 ) $ (13,621 ) Net Loss Attributable to Redeemable Non-Controlling Interests (625 ) (3,842 ) Net Loss Attributable to PJT Partners Inc. $ (9,711 ) $ (9,779 ) Denominator: Weighted-Average Shares of Class A Common Stock Outstanding — Basic and Diluted 18,319,785 18,282,180 Net Loss Per Share of Class A Common Stock — Basic and Diluted $ (0.53 ) $ (0.53 ) The allocation of income (loss) between holders of shares of Class A common stock and the Redeemable Non-Controlling Interests began following the spin-off on October 1, 2015. Class A partnership units in PJT Partners Holdings LP (“Partnership Units”) may be exchanged for PJT Partners Inc. Class A common stock on a one-for-one basis, subject to applicable lock-up, vesting and transfer restrictions. If all Partnership Units were exchanged for Class A common stock, fully diluted Class A common stock outstanding would be 34,511,765 and 34,407,364 for the three and nine months ended September 30, 2016, respectively. In computing the dilutive effect, if any, that the aforementioned exchange would have on net income (loss) per share, net income (loss) attributable to holders of Class A common stock would be adjusted due to the elimination of the non-controlling interests associated with the Partnership Units (including any tax impact). For the three and nine months ended September 30, 2016, such exchange is not reflected in diluted net income (loss) per share as the assumed exchange is not dilutive. During the three and nine months ended September 30, 2016, unvested restricted stock units (“RSUs”), participating RSUs and Partnership Units were all determined to be anti-dilutive and excluded from the calculation of net loss per share of Class A common stock. The following amounts would have been included in this calculation if their effect were dilutive for the three and nine months ended September 30, 2016: Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Weighted-Average Unvested RSUs 2,202,324 1,821,987 Weighted-Average Participating RSUs 706,257 749,963 Weighted-Average Partnership Units 16,191,980 16,125,184 |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-Based Compensation | 9. EQUITY-BASED COMPENSATION Overview Until the consummation of the spin-off, certain of the Company’s employees participated in Blackstone’s equity compensation plans. The equity-based compensation expense recorded by the Company for the periods presented prior to October 1, 2015 includes the expense associated with the employees historically attributable to the Company’s operations. As the equity-based compensation plans were Blackstone’s plans, the amounts were previously recognized within Former Parent Company Investment and Due from Blackstone in the Condensed Consolidated and Combined Statements of Financial Condition. Further information regarding equity-based compensation awards granted in connection with the spin-off is described in Note 10. “Equity-Based Compensation” in the “Notes to Consolidated and Combined Financial Statements” in “Part II. Item 8. Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The following table represents stock-based compensation expense and related income tax benefits for the three and nine months ended September 30, 2016 and 2015, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Stock-Based Compensation Expense $ 22,897 $ 4,421 $ 65,082 $ 44,920 Income Tax Benefit $ 2,745 $ 27 $ 7,835 $ 123 2015 Omnibus Incentive Plan On October 1, 2015, the Company adopted the PJT Partners Inc. 2015 Omnibus Incentive Plan (the “PJT Equity Plan”) for the purpose of providing incentive compensation measured by reference to the value of the Company’s common stock or Partnership Units. The PJT Equity Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, partnership interests and other stock-based or cash-based awards. The Company has initially authorized 12.2 million shares of Class A common stock for issuance under the PJT Equity Plan. Restricted Stock Units Pursuant to the PJT Equity Plan and in connection with the Company’s spin-off from Blackstone, annual compensation process and ongoing hiring process, the Company has issued shares of RSUs, which generally vest over a service life of two to five years. Awards are forfeited if the employee ceases to be employed by the Company prior to vesting or does not meet the requisite service requirement. A summary of the status of the Company’s unvested RSUs in PJT Partners Inc. and PJT Partners Holdings LP as of September 30, 2016 and of changes during the period January 1, 2016 through September 30, 2016 is presented below: Restricted Stock Units PJT Partners Inc. PJT Partners Holdings LP Weighted- Weighted- Average Average Grant Date Number of Grant Date Number of Fair Value Partnership Fair Value Units (in dollars) Units (in dollars) Balance, December 31, 2015 5,344,573 $ 20.98 554,850 $ 23.73 Granted 645,107 27.12 — — Vested (66,715 ) 15.83 (111,161 ) 16.33 Forfeited (225,182 ) 23.65 — — Dividends Reinvested on Participating RSUs 2,442 24.71 — — Balance, September 30, 2016 5,700,225 $ 21.63 443,689 $ 25.58 As of September 30, 2016, there was $80.4 million of estimated unrecognized compensation expense related to unvested RSU awards. The Company assumes a forfeiture rate of 1.0% to 16.7% annually based on expected turnover and periodically reassesses this rate. This cost is expected to be recognized over a weighted-average period of 1.5 years. Partnership Units In connection with the spin-off on October 1, 2015, Blackstone underwent an internal reorganization, pursuant to which the operations that had historically constituted Blackstone’s Financial Advisory reporting segment, other than Blackstone’s capital markets services business, were contributed to PJT Partners Holdings LP, a newly-formed holding partnership that became controlled by PJT Partners Inc., as general partner. In the internal reorganization, the limited partners of the holding partnerships that owned Blackstone’s operating subsidiaries and certain individuals engaged in the Company’s business received Class A common stock of PJT Partners Inc., as well as Partnership Units that, subject to certain terms and conditions, are redeemable at the option of the holder for cash, or, at the Company’s election, for shares of PJT Partners Inc. Class A common stock on a one-for-one basis. These Partnership Units generally vest over a service life of five years. A summary of the status of the Company’s unvested Partnership Units as of September 30, 2016 and of changes during the period January 1, 2016 through September 30, 2016 is presented below: Partnership Units Weighted- Average Number of Grant Date Partnership Fair Value Units (in dollars) Balance, December 31, 2015 5,315,000 $ 21.00 Granted 320,228 26.21 Forfeited (63,871 ) 28.29 Balance, September 30, 2016 5,571,357 $ 21.22 As of September 30, 2016, there was $82.1 million of estimated unrecognized compensation expense related to unvested Partnership Units. The Company assumes a forfeiture rate of 5.5% annually based on expected turnover and periodically reassesses this rate. This cost is expected to be recognized over a weighted-average period of 2.3 years. Equity-Based Awards with Both Service and Market Conditions In connection with the spin-off, the Company also granted equity-based awards containing both service and market conditions. The effect of the market condition is reflected in the grant date fair value of the award. Compensation cost is recognized over the requisite service period, provided that the service period is completed, irrespective of whether the market condition is satisfied. In connection with the spin-off, the Company issued 6,530,048 equity-based awards with a service condition requirement over five years with 20% vesting in the third year, 30% in the fourth year and 50% in the fifth year. The market condition requirement will be satisfied upon the publicly traded shares of Class A common stock achieving certain volume-weighted average share price targets over any consecutive 30-day trading period following the consummation of the spin-off, pro-ratably at $48, $55, $63, $71 and $79 per share of Class A common stock. The market condition requirements must be met prior to the sixth anniversary of the consummation of the spin-off. No portion of these awards will become vested until both the service and market conditions have been satisfied. A summary of the status of the Company’s unvested equity-based awards in PJT Partners Holdings LP with both a service and market condition as of September 30, 2016 and of changes during the period January 1, 2016 through September 30, 2016 is presented below: Equity-Based Awards with Both Service and Market Conditions Weighted- Average Number of Grant Date Partnership Fair Value Units (in dollars) Balance, December 31, 2015 6,530,048 $ 5.72 Forfeited (26,584 ) 5.72 Balance, September 30, 2016 6,503,464 $ 5.72 As of September 30, 2016, there was $24.4 million of estimated unrecognized compensation expense related to equity-based awards with both a service and market condition. The Company assumes a forfeiture rate of 5.5% annually based on expected turnover and periodically reassesses this rate. This cost is expected to be recognized over a weighted-average period of 2.7 years. Units Expected to Vest The following unvested units, after expected forfeitures, as of September 30, 2016, are expected to vest: Weighted-Average Service Period Units in Years Partnership Units 10,846,462 2.5 Restricted Stock Units 5,673,576 1.5 Total Equity-Based Awards 16,520,038 2.2 |
Transactions With Related Parti
Transactions With Related Parties | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Transactions With Related Parties | 10. TRANSACTIONS WITH RELATED PARTIES Prior to the spin-off on October 1, 2015, the Company was managed and operated in the normal course of business with other affiliates of Blackstone. Accordingly, certain shared costs were allocated to the Company and reflected as expenses in the stand-alone Condensed Consolidated and Combined Statements of Operations. Management of Blackstone and the Company considered the allocation methodologies used to be reasonable and appropriate reflections of the historical expenses attributable to the Company for purposes of the stand-alone financial statements. The expenses reflected in the Condensed Consolidated and Combined Statements of Operations may not be indicative of expenses that will be incurred by the Company in the future. Following the spin-off on October 1, 2015, Blackstone is no longer an affiliate of the Company. Accordingly, for periods subsequent to October 1, 2015, revenues earned from Blackstone are no longer reported as Revenues Earned from Affiliates in the Condensed Consolidated and Combined Statements of Operations and receivables from Blackstone are no longer included in Receivable from Affiliates in the Condensed Consolidated and Combined Statements of Financial Condition. During the nine months ended September 30, 2016, the Company recorded $0.3 million related to certain professional fees payable to Blackstone. No such fees were recorded during the three months ended September 30, 2016. As of September 30, 2016, the Company had amounts payable to Blackstone for such expenses of $0.3 million. Certain purchases of furniture, equipment and leasehold improvements were paid by Blackstone on the Company’s behalf. The Company had amounts payable to Blackstone for such costs of $5.5 million and $4.0 million as of September 30, 2016 and December 31, 2015, respectively, which is offset by certain amounts that Blackstone has agreed to pay pursuant to the spin-off. On December 31, 2015, a client remitted a $4.5 million payment to Blackstone in settlement of an accounts receivable balance instead of the Company. Blackstone subsequently wired such amount to the Company on January 4, 2016. As of December 31, 2015, such amount was included in Accounts Receivable in the Condensed Consolidated and Combined Statements of Financial Condition. Revenues Earned from Affiliates There were no Advisory Fees earned from affiliates for the three and nine months ended September 30, 2016. Advisory Fees earned from affiliates totaled $0.8 million and $4.2 million for the three and nine months ended September 30, 2015, respectively, representing 0.7% and 1.9% of total Advisory Fees, respectively. There were no Placement Fees earned from affiliates for the three and nine months ended September 30, 2016. Placement Fees earned from affiliates totaled $3.0 million and $14.3 million for the three and nine months ended September 30, 2015, respectively, representing 10.7% and 18.8% of total Placement Fees, respectively. These fees were earned in the ordinary course of business. There was no Interest Income earned from affiliates for the three and nine months ended September 30, 2016. Interest Income earned from affiliates totaled $0.1 million and $0.2 million for the three and nine months ended September 30, 2015, respectively. Corporate Allocations Prior to the spin-off on October 1, 2015, Blackstone historically provided the Company with various office facilities, administrative and operational support services at cost. Such expenses were historically allocated to the Company based upon an established methodology appropriate to the expense. Under this methodology, expenses incurred by support service groups were allocated based upon agreed expense drivers. Example allocation methodologies included time and labor studies and proportional usage, headcount or square footage measures. Additionally, Blackstone incurred expenses on behalf of the Company that were specifically attributed to the Company. Such expenses were comprised principally of compensation and benefits, occupancy and office services, communications and information services, research and professional fees. The Company reimbursed Blackstone for its share of all such expenses paid on its behalf. Additionally, Blackstone previously provided bill paying, payroll, cash management and foreign currency risk services on behalf of the Company. These arrangements generated amounts due to or due from Blackstone which were previously reflected in Due from Blackstone in the Condensed Consolidated and Combined Statements of Financial Condition. Management believes the assumptions underlying the condensed consolidated and combined financial statements for periods presented prior to October 1, 2015 are reasonable. Nevertheless, the condensed consolidated and combined financial statements may not have included all of the actual expenses that would have been incurred and may not have reflected the Company’s combined results of operations, financial position and cash flows had it been a stand-alone company during the periods presented. Actual costs that would have been incurred if PJT Partners Inc. had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. Agreements with Blackstone Transition Services Agreement In connection with the spin-off, the Company entered into a Transition Services Agreement with Blackstone under which Blackstone or its respective affiliates may provide the Company with certain services for a period of up to 24 months from the date of the spin-off (subject to the earlier termination of the agreement or any or all of the services provided thereunder in the circumstances set forth therein) to help ensure an orderly transition for each of the Company and Blackstone following the distribution. Pursuant to the Transition Services Agreement, Blackstone agreed to provide the Company certain finance, information technology, human resources and compensation, facilities, legal and compliance, external relations and public company services. The Company pays Blackstone for any such services at agreed amounts as set forth in the Transition Services Agreement. In addition, from time to time during the term of the agreement, the Company and Blackstone may mutually agree on additional services to be provided by Blackstone to the Company at pricing based on market rates that are reasonably agreed by the parties. The Company had amounts payable to Blackstone with respect to the Transition Services Agreement of $0.1 million and $0.5 million as of September 30, 2016 and December 31, 2015, respectively. Employee Matters Agreement In connection with the spin-off, the Company entered into an Employee Matters Agreement with Blackstone that governs the respective rights, responsibilities and obligations of the parties from and after the spin-off with respect to employee-related liabilities and the Company’s respective retirement plans, nonqualified deferred compensation plans, health and welfare benefit plans and equity-based compensation plans (including the treatment of outstanding awards thereunder). The Employee Matters Agreement generally provides for the allocation and treatment of assets, account balances and liabilities, as applicable, arising out of incentive plans, retirement plans, nonqualified deferred compensation plans and employee health and welfare benefit programs in which the Company’s employees participated prior to the spin-off. The Company retained or otherwise assumed all liabilities for current and former employees and employees of Blackstone who became the Company’s employees upon consummation of the spin-off. Blackstone retained or otherwise assumed liabilities with respect to the employment, service, termination of employment or termination of service of its former employees who, immediately prior to their separation from Blackstone, primarily provided services in respect of the Company’s business (except that the Company assumed certain specified liabilities). For at least 12 months following the spin-off, each individual who remains employed by the Company will receive (a) a base salary and bonus opportunity that generally are no less favorable in aggregate than those provided immediately before the spin-off, and (b) other compensation and employee benefits that are substantially similar in the aggregate to those in effect immediately prior to the spin-off. The Company assumed all annual cash incentive arrangements with respect to the Company’s personnel and adopted new welfare, 401(k) and similar plans for the Company’s personnel. However, Blackstone reimbursed the Company for the amount of 2015 annual incentive compensation that was accrued by Blackstone for such employees prior to the spin-off date. The Company is required to reimburse Blackstone for the value of forfeited unvested equity awards granted to former Blackstone employees that transitioned to PJT Partners in connection with the spin-off. Such reimbursement is recorded in Accounts Payable, Accrued Expenses and Other Liabilities with an offset to equity in the Condensed Consolidated and Combined Statements of Financial Condition. The Company will cash settle the liability to Blackstone quarterly as the forfeitures attributable to these employees crystallize. The accrual for these forfeitures was $0.6 million and $1.3 million as of September 30, 2016 and December 31, 2015, respectively. Pursuant to the Employee Matters Agreement, the Company has agreed to pay Blackstone the net realized cash benefit resulting from certain compensation related tax deductions. The amount payable to Blackstone relating to the tax deductions has been recorded in Other Expenses in the Condensed Consolidated and Combined Statements of Operations and is payable annually within nine months of the end of the relevant tax period. As of September 30, 2016, the Company had accrued $3.4 million, which the Company anticipates will be payable to Blackstone during the third quarter of 2017. The tax deduction and corresponding payable to Blackstone related to such deliveries will fluctuate primarily based on the price of Blackstone common units at the time of delivery. Tax Matters Agreement The Company entered into a Tax Matters Agreement with Blackstone that governs the respective rights, responsibilities and obligations of the Company and Blackstone after the spin-off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S. federal, state, local and foreign income taxes, other tax matters and related tax returns. The Company has joint and several liability with Blackstone to the Internal Revenue Service (“IRS”) for the consolidated U.S. federal income taxes of the Blackstone consolidated group relating to the taxable periods in which the Company was part of that group. However, the Tax Matters Agreement specifies the portion, if any, of this tax liability for which the Company bears responsibility, and Blackstone agrees to indemnify the Company against any amounts for which the Company is not responsible. The Tax Matters Agreement also provides special rules for allocating tax liabilities in the event that the spin-off is determined not to be tax-free. Though valid as between the parties, the Tax Matters Agreement is not binding on the IRS. Exchange Agreement The Company entered into an exchange agreement with the limited partners of PJT Partners Holdings LP pursuant to which they (or certain permitted transferees) have the right, subject to the terms and conditions set forth in the limited partnership agreement of PJT Partners Holdings LP, on a quarterly basis, from and after the first anniversary of the date of the consummation of the spin-off (subject to the terms of the exchange agreement), to exchange all or part of their Partnership Units for cash, or, at the Company’s election, for shares of PJT Partners Inc. Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. The price per Partnership Unit to be received in a cash-settled exchange will be equal to the fair value of a share of PJT Partners Inc. Class A common stock (determined in accordance with and subject to adjustment under the exchange agreement). In the event cash-settled exchanges of Partnership Units are funded with new issuances of Class A common stock, the fair value of a share of PJT Partners Inc. Class A common stock will be deemed to be equal to the net proceeds per share of Class A common stock received by PJT Partners Inc. in the related issuance. Accordingly, in this event, the price per Partnership Unit to which an exchanging Partnership Unitholder will be entitled may be greater than or less than the then-current market value of PJT Partners Inc. Class A common stock. The exchange agreement also provides that a holder of Partnership Units will not have the right to exchange Partnership Units in the event that PJT Partners Inc. determines that such exchange would be prohibited by law, or would result in any breach of any debt agreement or other material contract of PJT Partners Inc. or PJT Partners Holdings LP. Certain Partnership Unitholders have provided notice to exchange 594,072 Partnership Units. The Company settled the exchange of these Partnership Units on November 8, 2016 for an aggregate payment of $16.1 million with cash from the Company’s working capital. The price per Partnership Unit paid by the Company was $27.02, which is equal to the volume-weighted average price of a share of the Company’s Class A common stock on November 3, 2016. Registration Rights Agreement The Company entered into a registration rights agreement with the limited partners of PJT Partners Holdings LP pursuant to which the Company granted them, their affiliates and certain of their transferees the right, under certain circumstances and subject to certain restrictions, to require the Company to register under the Securities Act shares of Class A common stock delivered in exchange for Partnership Units. Promissory Note As of December 31, 2015, there was a $0.6 million unsecured promissory note from an employee held by the Company. The outstanding principal balance and accrued interest was included in Other Assets in the Condensed Consolidated and Combined Statements of Financial Condition. The promissory note bore a variable interest rate of the prime rate less one percent per annum, determined as of the date of the promissory note and then on the twentieth day of each month thereafter until the promissory note was repaid. During the three months ended March 31, 2016, the promissory note was repaid. Aircraft Lease On occasion, certain of the Company’s executive officers, employees and their families may make use of aircraft in which the Company owns a fractional interest (the “Aircraft”). Any such personal use of the Aircraft is charged to the executive officer or employee based on market rates and usage. The amount is not material to the condensed consolidated and combined financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES Commitments Line of Credit On October 1, 2015, PJT Partners Holdings LP entered into a Loan Agreement (the “Loan Agreement”) and related documents with First Republic Bank. The Loan Agreement provides for a revolving credit facility with aggregate commitments in an amount equal to $60.0 million, which aggregate commitments may be increased, on the terms and subject to the conditions set forth in the Loan Agreement, to up to $80.0 million during the period beginning December 1 each year through March 1 of the following year. The revolving credit facility will mature and the commitments thereunder will terminate on October 2, 2017. The proceeds of the revolving credit facility are available for working capital and general corporate purposes. Interest on the borrowings is based on the prime rate minus 1.0% and undrawn commitments bear a commitment fee. The Loan Agreement contains customary representations, covenants and events of default. Financial covenants consist of a minimum consolidated tangible net worth, maximum leverage ratio, minimum consolidated liquidity ratio and limitation on additional indebtedness, each tested quarterly. On October 10, 2016, PJT Partners Holdings LP entered into a Renewal Agreement (the “Renewal Agreement”) and related documents with First Republic Bank, amending the terms of the Company’s revolving credit facility under the Loan Agreement. The Renewal Agreement provides for a one-year extension of the maturity of the revolving credit facility to October 2, 2018. As of September 30, 2016, there were no borrowings under the revolving credit facility and the Company was in compliance with the debt covenants. Leases The Company leases office space under non-cancelable lease agreements, which expire at Occupancy lease agreements, in addition to base rentals, generally are subject to escalation provisions based on certain costs incurred by the landlord and are recognized on a straight-line basis over the term of the lease agreement. Total rent expense was $5.9 million and $18.5 million for the three and nine months ended September 30, 2016, respectively. Total rent expense, including allocations from the former Parent, was $10.1 million and $23.3 million for the three and nine months ended September 30, 2015, respectively. Rent expense is included in Occupancy and Related in the Condensed Consolidated and Combined Statements of Operations. These amounts include variable operating escalation payments, which are paid when invoiced. As of September 30, 2016, the Company maintained an irrevocable standby letter of credit for certain operating leases of $4.8 million and as of December 31, 2015, the Company’s former Parent maintained an irrevocable standby letter of credit of $5.5 million. Capital lease obligations recorded are payable through 2021 at a weighted-average interest rate of 2.3%. The net book value of all assets recorded under capital leases aggregated $0.4 million as of September 30, 2016 and December 31, 2015. As of September 30, 2016, the aggregate minimum future payments required on non-cancelable leases are as follows: Minimum Lease Payments Year Ending December 31, Capital Operating 2016 $ 25 $ 5,713 2017 102 23,018 2018 102 20,789 2019 102 20,204 2020 78 19,257 Thereafter 3 127,128 Total Minimum Lease Payments 412 216,109 Less: Amount Representing Interest 19 Capital Lease Obligation $ 393 Less: Sublease Proceeds 20,196 Net Minimum Lease Payments $ 195,913 Litigation From time to time, the Company is named as a defendant in legal actions relating to transactions conducted in the ordinary course of business. Some of these matters may involve claims of substantial amounts. Although there can be no assurance of the outcome of such legal actions, in the opinion of management, after consultation with external counsel, the Company believes it is not probable and/or reasonably possible that any current legal proceedings or claims would individually or in the aggregate have a material adverse effect on the condensed consolidated and combined financial statements of the Company. As previously disclosed, the Company terminated Andrew Caspersen on March 28, 2016 after learning of a number of unauthorized and unlawful transactions outside the scope of his employment with Park Hill. The Company previously recorded an expense of $8.9 million, which represents the amount that was considered to be probable and reasonably estimable. This charge as well as a related insurance reimbursement of $5.6 million deemed probable of receipt were recorded during the three months ended March 31, 2016. The Company paid $8.1 million related to the charge during the three months ended September 30, 2016 and paid an additional $0.5 million during October 2016. Additionally, the Company received the $5.6 million insurance reimbursement in October 2016. With respect to potential additional claims related to funds fraudulently obtained by Mr. Caspersen, the Company believes that any such claims would be without merit and would vigorously defend any such actions. For other matters, including the litigation discussed under the caption “Legal Proceedings” elsewhere in this report, the Company is not currently able to estimate the possible loss or range of loss. The Company is often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support such an assessment, including quantification of a damage demand from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by courts on motions or appeals, analysis by experts or the status of any settlement negotiations. Indemnification The Company enters into contracts, including contracts with Blackstone relating to the spin-off, that contain a variety of indemnifications. The Company’s maximum exposure under these arrangements is not known. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 12. EMPLOYEE BENEFIT PLANS The Company contributes to employer sponsored defined contribution plans for certain employees, subject to eligibility and statutory requirements. The Company incurred expenses with respect to these defined contribution plans in the amounts of $0.2 million and $0.6 million for the three and nine months ended September 30, 2016, respectively, and $0.1 million and $0.4 million for the three and nine months ended September 30, 2015, respectively, which are included in Compensation and Benefits in the Condensed Consolidated and Combined Statements of Operations. |
Regulated Entities
Regulated Entities | 9 Months Ended |
Sep. 30, 2016 | |
Regulatory Capital Requirements [Abstract] | |
Regulated Entities | 13. REGULATED ENTITIES Certain subsidiaries of the Company are subject to various regulatory requirements in the United States, United Kingdom and Hong Kong, which specify, among other requirements, minimum net capital requirements for registered broker-dealers. PJT Partners LP is a registered broker-dealer through which strategic advisory and restructuring and special situations services are conducted in the United States and is subject to the net capital requirements of Rule 15c3‑1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). PJT Partners LP computes net capital based upon the aggregate indebtedness standard, which requires the maintenance of minimum net capital, as defined, which shall be the greater of $100 thousand or 6 2/3% of aggregate indebtedness, as defined, and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. PJT Partners LP had net capital of $80.4 million and $10.3 million as of September 30, 2016 and December 31, 2015, respectively, which exceeded the minimum net capital requirement by $79.6 million and $9.3 million, respectively. Park Hill Group LLC is a registered broker-dealer through which private fund advisory and placement services are conducted in the United States and is subject to the net capital requirements of Rule 15c3-1 under the Exchange Act. Park Hill Group LLC elected to adopt the alternative standard, which defines minimum net capital as the greater of $250 thousand or 2% of aggregate debit items computed in accordance with the reserve requirement. Park Hill Group LLC had net capital of $17.0 million and $19.0 million as of September 30, 2016 and December 31, 2015, respectively, which exceeded the minimum net capital requirement by $16.7 million and $18.8 million, respectively. PJT Partners LP and Park Hill Group LLC do not carry customer accounts and do not otherwise hold funds or securities for, or owe money or securities to, customers and, accordingly, are both exempt from the SEC Customer Protection Rule (Rule 15c3‑3). PJT Partners (UK) Limited is licensed with the United Kingdom’s Financial Conduct Authority and is required to maintain regulatory net capital of €50 thousand. PJT Partners (HK) Limited is licensed with the Hong Kong Securities and Futures Commission and is subject to a minimum liquid capital requirement of HK$3 million. As of September 30, 2016 and December 31, 2015, both of these entities were in compliance with local capital adequacy requirements. |
Business Information
Business Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Business Information | 14. BUSINESS INFORMATION The Company’s activities providing strategic advisory, restructuring and special situations and private fund advisory and placement services constitute a single reportable segment. An operating segment is a component of an entity which conducts business, incurs revenues and expenses for which discrete financial information is available that is reviewed by the chief operating decision maker in assessing performance and making resource allocation decisions. The Company has a single operating segment and therefore a single reportable segment. The Company is organized as one operating segment in order to maximize the value of our advice to clients by drawing upon the diversified expertise and broad relationships of our senior professionals across the Company. The chief operating decision maker assesses performance and allocates resources based on broad considerations including the market opportunity, available expertise across the Company and the strength and efficacy of professionals’ collaboration, and not based upon profit or loss measures for the Company’s separate product lines. Since the financial markets are global in nature, the Company generally manages its business based on the operating results of the Company taken as a whole, not by geographic region. The following tables set forth the geographical distribution of revenues and assets based on the location of the office that generates the revenues or holds the assets and therefore may not be reflective of the geography in which the Company’s clients are located. Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Revenues Domestic $ 104,283 $ 142,981 $ 302,045 $ 286,393 International 17,063 4,341 23,889 15,723 Total $ 121,346 $ 147,322 $ 325,934 $ 302,116 September 30, December 31, 2016 2015 Assets Domestic $ 516,828 $ 444,040 International 42,971 23,212 Total $ 559,799 $ 467,252 The Company is not subject to any material concentrations with respect to its revenues for the three and nine months ended September 30, 2016 and 2015, or credit risk with respect to its accounts receivable as of September 30, 2016 and December 31, 2015. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15 . SUBSEQUENT EVENTS The Board of Directors of PJT Partners Inc. has declared a quarterly dividend of $0.05 per share of Class A common stock, which will be paid on December 21, 2016 to Class A common stockholders of record on December 7, 2016. The Company did not identify any other subsequent events besides those described in Notes 10 and 11. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company prepared the accompanying unaudited condensed consolidated and combined financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. The condensed consolidated and combined financial statements, including these notes, are unaudited and exclude some of the disclosures required in audited financial statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) so that the condensed consolidated and combined financial statements are presented fairly and that estimates made in preparing its condensed consolidated and combined financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated and combined financial statements should be read in conjunction with the audited consolidated and combined financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC. For a comprehensive disclosure of the Company’s significant accounting policies, see Note 2. “Summary of Significant Accounting Policies” in the “Notes to Consolidated and Combined Financial Statements” in “Part II. Item 8. Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. As the sole general partner of PJT Partners Holdings LP, PJT Partners Inc. operates and controls all of the business and affairs and consolidates the financial results of PJT Partners Holdings LP and its subsidiaries. The Company operates through the following subsidiaries: PJT Partners LP, Park Hill Group LLC, PJT Partners (UK) Limited and PJT Partners (HK) Limited. The Company did not operate as an independent, stand-alone entity for all periods included in these condensed consolidated and combined financial statements. Prior to the spin-off on October 1, 2015, the Company’s operations were included in Blackstone’s results as they were historically managed as part of Blackstone, in conformity with GAAP. For periods prior to October 1, 2015, the accompanying condensed consolidated and combined financial statements were prepared on a stand-alone basis and were derived from the consolidated financial statements and accounting records of Blackstone. Prior to October 1, 2015, the condensed consolidated and combined financial statements included certain assets that were historically held at the Blackstone corporate level but were specifically identifiable or otherwise attributable to these financial statements, primarily goodwill and intangible assets. Additionally prior to October 1, 2015, Blackstone’s net investment in PJT Partners is shown as Former Parent Company Investment in lieu of Stockholders’ Equity in the condensed consolidated and combined financial statements. All intercompany transactions have been eliminated for all periods presented. The Condensed Consolidated and Combined Statements of Operations reflect intercompany expense allocations made to the Company by Blackstone for certain corporate functions and for shared services provided by Blackstone prior to October 1, 2015. Where possible, these allocations were made on a specific identification basis and, in other cases, these expenses were allocated by Blackstone based on a pro rata basis of headcount, usage or some other basis depending on the nature of the allocated cost. Expenses without a specific consumption based indicator were allocated based on revenues adjusted for factors such as the size and complexity of the business. See Note 10. “Transactions with Related Parties” for further information on expenses allocated by Blackstone. Both the Company and Blackstone consider the basis on which the expenses were previously allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by the Company during the periods presented prior to October 1, 2015. The allocations may not, however, reflect the expense the Company would have incurred as an independent, publicly traded company for the periods presented. Actual costs that may have been incurred if PJT Partners had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, which functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. Following the spin-off, the Company has been performing these functions using its own resources or purchased services. For an interim period, however, some of these functions may continue to be provided by Blackstone, pursuant to a transition services agreement for a period of 24 months with the option for Blackstone or the Company to terminate any given service with 60 days’ notice. See Note 10. “Transactions with Related Parties” for further information on services provided by Blackstone to the Company for the three and nine months ended September 30, 2016. |
Contingencies and Litigation | Contingencies and Litigation The Company records loss contingencies if (a) information available prior to issuance of the condensed consolidated and combined financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the condensed consolidated and combined financial statements, and (b) the amount of loss can be reasonably estimated. If one or both criteria for accrual are not met, but there is at least a reasonable possibility that a loss will occur, the Company does not record an accrual for a loss contingency but describes the contingency and provides detail, when possible, of the estimated potential loss or range of loss. If an estimate cannot be made, a statement to that effect is made. Costs incurred with defending matters are expensed as incurred. Accruals related to loss contingencies are recorded in Other Expenses in the Condensed Consolidated and Combined Statements of Operations. |
Insurance Reimbursements | Insurance Reimbursements Receipts from insurance reimbursements up to the amount of the losses recognized are considered recoveries. These recoveries are accounted for when they are probable of receipt. Insurance recoveries are not recognized prior to the recognition of the related loss. Any receivable for insurance recoveries is recorded separately from the corresponding liability, and only if recovery is determined to be probable and reasonably estimable. Insurance reimbursements are recorded in Other Expenses in the Condensed Consolidated and Combined Statements of Operations. |
Recent Accounting Developments | Recent Accounting Developments In June 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance on revenue from contracts with customers. The guidance requires that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity is required to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The guidance introduces new qualitative and quantitative disclosure requirements about contracts with customers including revenue and impairments recognized, disaggregation of revenue and information about contract balances and performance obligations. Information is required about significant judgments and changes in judgments in determining the timing of satisfaction of performance obligations and determining the transaction price and amounts allocated to performance obligations. Additional disclosures are required about assets recognized from the costs to obtain or fulfill a contract. As originally proposed, the guidance was effective prospectively for annual periods beginning after December 15, 2016 including interim periods within that reporting period. In recent re-deliberations, the FASB approved a one-year deferral of the effective date of this guidance, such that it will be effective for annual reporting periods beginning after December 31, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of the new guidance and the method of adoption on the condensed consolidated and combined financial statements. In September 2015, the FASB issued guidance on measurement period adjustments with respect to business combinations. The amendments apply to entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete by the end of the reporting period in which the combination occurs and during the measurement period have an adjustment to provisional amounts recognized. An entity is now required to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, not on a retrospective basis as previously required. The amendments apply prospectively to adjustments to provisional amounts that occur in fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Adoption of this guidance did not have a material impact on the Company’s condensed consolidated and combined financial statements. In February 2016, the FASB issued new guidance regarding leases. The guidance requires lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases. Entities are also required to provide enhanced disclosure about leasing arrangements. The amendments retain lease classifications, distinguishing finance leases from operating leases, using criteria that are substantially similar for distinguishing capital leases from operating leases in previous guidance. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. Adoption requires a modified retrospective approach. The Company is currently assessing the impact the adoption of this guidance will have on its condensed consolidated and combined financial statements. In March 2016, the FASB issued amendments to the guidance on employee share-based payment accounting intended to improve the accounting for employee share-based payments. This amended guidance simplifies several aspects of the accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification in the statement of cash flows. The amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company elected to early adopt the new guidance in the second quarter of fiscal year 2016, which requires the Company to reflect any adjustments as of January 1, 2016, the beginning of the annual period that includes the interim period of adoption. The primary impact of the adoption was the recognition of excess tax benefits in the Company’s Provision for Taxes rather than Additional Paid-In Capital for all periods in the year ended December 31, 2016. As no excess tax benefits were previously recognized during the three months ended March 31, 2016, no adjustments are required to show the impact to the previously reported amounts in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2016. Additionally, there were no previously unrecognized excess tax benefits. The Company elected to apply the presentation requirements for cash flows related to excess tax benefits retrospectively and prior periods have been adjusted to remove the amounts of excess tax benefits presented in operating and financing activities in the Condensed Consolidated and Combined Statements of Cash Flows. Such prior period adjustment was immaterial. Additionally, the Company has retrospectively included in financing activities on the Condensed Consolidated and Combined Statements of Cash Flows amounts for employee taxes paid in instances when the Company withheld shares for tax withholding purposes. The Company has elected to maintain its current accounting policy of estimating forfeitures in its computation of equity-based compensation expense. Upon the adoption of this guidance, the Company excluded the estimated impact of excess tax benefits and tax deficiencies from the calculation of assumed proceeds for determining diluted net income (loss) per share using the treasury stock method. There was no impact on net loss per share of Class A common stock. In June 2016, the FASB issued guidance regarding the measurement of credit losses on financial instruments. The new guidance replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. The Company is currently assessing the impact the adoption of this guidance will have on its condensed consolidated and combined financial statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Unaudited Pro Forma Information | The Condensed Consolidated and Combined Statements of Operations for the three and nine months ended September 30, 2016 include the results of PJT Capital LP. Supplemental information on an unaudited pro forma basis, as if the acquisition had been consummated as of January 1, 2014 is as follows: Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Total Revenues $ 151,270 $ 326,264 Income (Loss) Before Provision for Taxes $ 11,556 $ (433 ) Net Income (Loss) $ 12,666 $ (432 ) |
PJT Capital LP | |
Estimated Allocation of the Purchase Price of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated allocation of the purchase price for PJT Capital LP at the acquisition date as well as measurement period adjustments to date: December 31, 2015 Measurement Period Adjustments September 30, 2016 Assets Cash $ 12,653 $ — $ 12,653 Accounts Receivable 1,170 — 1,170 Furniture, Equipment and Leasehold Improvements 334 — 334 Other Assets 362 — 362 Intangible Assets 13,300 — 13,300 Deferred Tax Assets — 3,483 3,483 Goodwill 6,896 (3,483 ) 3,413 34,715 — 34,715 Liabilities Accrued Compensation and Benefits 29,424 — 29,424 Accounts Payable, Accrued Expenses and Other Liabilities 4,626 — 4,626 Taxes Payable 665 — 665 34,715 — 34,715 Net Assets Acquired $ — $ — $ — |
Accounts Receivable and Allow25
Accounts Receivable and Allowance for Doubtful Accounts (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Schedule of Changes in the Allowance for Doubtful Accounts | Changes in the allowance for doubtful accounts related to long-term receivables are presented below: Nine Months Ended Year Ended September 30, December 31, 2016 2015 Balance, Beginning of Period $ — $ 392 Bad Debt Expense (Recovery) 563 (392 ) Balance, End of Period $ 563 $ — |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | Changes in the carrying value of goodwill consist of the following: Balance, December 31, 2015 $ 75,769 Purchase Accounting Adjustment (a) (3,483 ) Balance, September 30, 2016 $ 72,286 (a) During the three months ended March 31, 2016, the Company recorded $3.5 million of purchase accounting adjustments related to the acquisition of PJT Capital LP. |
Schedule of Intangible Assets, Net | Intangible Assets, Net consists of the following: September 30, December 31, 2016 2015 Finite-Lived Intangible Assets Customer Relationships $ 26,476 $ 26,476 Client Backlog 7,600 7,600 Trade Name 5,700 5,700 Client Mandates and Other 1,344 1,483 Accumulated Amortization (25,733 ) (17,613 ) Intangible Assets, Net $ 15,387 $ 23,646 |
Furniture, Equipment and Leas27
Furniture, Equipment and Leasehold Improvements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Furniture, Equipment and Leasehold Improvements | Furniture, Equipment and Leasehold Improvements, Net consists of the following: September 30, December 31, 2016 2015 Office Equipment $ 1,892 $ 1,873 Leasehold Improvements 32,896 23,330 Furniture and Fixtures 11,240 9,119 Accumulated Depreciation (6,495 ) (2,832 ) Furniture, Equipment and Leasehold Improvements, Net $ 39,533 $ 31,490 |
Net Loss Per Share of Class A28
Net Loss Per Share of Class A Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share of Class A Common Stock | Basic and diluted net loss per share of Class A common stock for the three and nine months ended September 30, 2016 is presented below: Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Numerator: Net Loss $ (10,336 ) $ (13,621 ) Net Loss Attributable to Redeemable Non-Controlling Interests (625 ) (3,842 ) Net Loss Attributable to PJT Partners Inc. $ (9,711 ) $ (9,779 ) Denominator: Weighted-Average Shares of Class A Common Stock Outstanding — Basic and Diluted 18,319,785 18,282,180 Net Loss Per Share of Class A Common Stock — Basic and Diluted $ (0.53 ) $ (0.53 ) |
Anti-Dilutive Securities Excluded from Calculation of Net Loss Per Share of Class A Common Stock | During the three and nine months ended September 30, 2016, unvested restricted stock units (“RSUs”), participating RSUs and Partnership Units were all determined to be anti-dilutive and excluded from the calculation of net loss per share of Class A common stock. The following amounts would have been included in this calculation if their effect were dilutive for the three and nine months ended September 30, 2016: Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Weighted-Average Unvested RSUs 2,202,324 1,821,987 Weighted-Average Participating RSUs 706,257 749,963 Weighted-Average Partnership Units 16,191,980 16,125,184 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stock-Based Compensation Expense and Related Income Tax Benefits | The following table represents stock-based compensation expense and related income tax benefits for the three and nine months ended September 30, 2016 and 2015, respectively: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Stock-Based Compensation Expense $ 22,897 $ 4,421 $ 65,082 $ 44,920 Income Tax Benefit $ 2,745 $ 27 $ 7,835 $ 123 |
Summary of Unvested Restricted Stock Units | A summary of the status of the Company’s unvested RSUs in PJT Partners Inc. and PJT Partners Holdings LP as of September 30, 2016 and of changes during the period January 1, 2016 through September 30, 2016 is presented below: Restricted Stock Units PJT Partners Inc. PJT Partners Holdings LP Weighted- Weighted- Average Average Grant Date Number of Grant Date Number of Fair Value Partnership Fair Value Units (in dollars) Units (in dollars) Balance, December 31, 2015 5,344,573 $ 20.98 554,850 $ 23.73 Granted 645,107 27.12 — — Vested (66,715 ) 15.83 (111,161 ) 16.33 Forfeited (225,182 ) 23.65 — — Dividends Reinvested on Participating RSUs 2,442 24.71 — — Balance, September 30, 2016 5,700,225 $ 21.63 443,689 $ 25.58 |
Summary of Status of Company's Unvested Equity-Based Awards | A summary of the status of the Company’s unvested Partnership Units as of September 30, 2016 and of changes during the period January 1, 2016 through September 30, 2016 is presented below: Partnership Units Weighted- Average Number of Grant Date Partnership Fair Value Units (in dollars) Balance, December 31, 2015 5,315,000 $ 21.00 Granted 320,228 26.21 Forfeited (63,871 ) 28.29 Balance, September 30, 2016 5,571,357 $ 21.22 |
Summary of Unvested Units After Expected Forfeitures which are Expected to Vest | The following unvested units, after expected forfeitures, as of September 30, 2016, are expected to vest: Weighted-Average Service Period Units in Years Partnership Units 10,846,462 2.5 Restricted Stock Units 5,673,576 1.5 Total Equity-Based Awards 16,520,038 2.2 |
Service and Market Conditions | |
Summary of Status of Company's Unvested Equity-Based Awards | A summary of the status of the Company’s unvested equity-based awards in PJT Partners Holdings LP with both a service and market condition as of September 30, 2016 and of changes during the period January 1, 2016 through September 30, 2016 is presented below: Equity-Based Awards with Both Service and Market Conditions Weighted- Average Number of Grant Date Partnership Fair Value Units (in dollars) Balance, December 31, 2015 6,530,048 $ 5.72 Forfeited (26,584 ) 5.72 Balance, September 30, 2016 6,503,464 $ 5.72 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Aggregate Minimum Future Payments Required on Non-Cancelable Leases | As of September 30, 2016, the aggregate minimum future payments required on non-cancelable leases are as follows: Minimum Lease Payments Year Ending December 31, Capital Operating 2016 $ 25 $ 5,713 2017 102 23,018 2018 102 20,789 2019 102 20,204 2020 78 19,257 Thereafter 3 127,128 Total Minimum Lease Payments 412 216,109 Less: Amount Representing Interest 19 Capital Lease Obligation $ 393 Less: Sublease Proceeds 20,196 Net Minimum Lease Payments $ 195,913 |
Business Information (Tables)
Business Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Geographical Distribution of Revenues and Assets | The following tables set forth the geographical distribution of revenues and assets based on the location of the office that generates the revenues or holds the assets and therefore may not be reflective of the geography in which the Company’s clients are located. Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Revenues Domestic $ 104,283 $ 142,981 $ 302,045 $ 286,393 International 17,063 4,341 23,889 15,723 Total $ 121,346 $ 147,322 $ 325,934 $ 302,116 September 30, December 31, 2016 2015 Assets Domestic $ 516,828 $ 444,040 International 42,971 23,212 Total $ 559,799 $ 467,252 |
Organization - Additional Infor
Organization - Additional Information (Detail) - shares | Sep. 30, 2016 | Dec. 31, 2015 |
PJT Partners Holdings LP | ||
Organization Disclosure [Line Items] | ||
Voting power | 100.00% | |
Non-controlling interest percentage | 47.30% | |
PJT Partners Holdings LP | Maximum | ||
Organization Disclosure [Line Items] | ||
Economic interest | 100.00% | |
Class A Common Stock | ||
Organization Disclosure [Line Items] | ||
Common Stock, Shares Issued | 18,002,838 | 17,966,456 |
Common Stock, Shares Outstanding | 18,002,838 | 17,966,456 |
Class B Common Stock | ||
Organization Disclosure [Line Items] | ||
Common Stock, Shares Issued | 303 | 300 |
Common Stock, Shares Outstanding | 303 | 300 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Additional Information (Details) - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||
Transition service agreement period | 24 months | 24 months |
Transition services agreement termination notice period | 60 days | 60 days |
Share-based payment accounting amendment impact on net loss per share of class A common stock | $ 0 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) | Oct. 02, 2015 | Dec. 31, 2015 | Sep. 30, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 75,769,000 | $ 72,286,000 | |
PJT Capital LP | |||
Business Acquisition [Line Items] | |||
Business Combination, other consideration transferred | 0 | ||
Business combination related costs which were included in Professional Fees | 100,000 | ||
Goodwill | $ 6,896,000 | $ 3,413,000 | |
PJT Capital LP | Minimum | |||
Business Acquisition [Line Items] | |||
Estimated useful lives of intangible assets | 1 year | ||
PJT Capital LP | Maximum | |||
Business Acquisition [Line Items] | |||
Estimated useful lives of intangible assets | 10 years | ||
Customer Mandates | |||
Business Acquisition [Line Items] | |||
Estimated useful lives of intangible assets | 1 year | ||
Business combination capitalized transaction costs | $ 0 | ||
Total purchase price | 1,500,000 | ||
Business combination recognized identifiable assets acquired customer mandates | 1,300,000 | ||
Acquired other assets and liabilities, net | $ 200,000 |
Business Combinations - Estimat
Business Combinations - Estimated Allocation of the Purchase Price of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Assets | ||
Goodwill | $ 72,286 | $ 75,769 |
PJT Capital LP | ||
Assets | ||
Cash | 12,653 | 12,653 |
Accounts Receivable | 1,170 | 1,170 |
Furniture, Equipment and Leasehold Improvements | 334 | 334 |
Other Assets | 362 | 362 |
Intangible Assets | 13,300 | 13,300 |
Deferred Tax Assets | 3,483 | |
Goodwill | 3,413 | 6,896 |
Total assets acquired | 34,715 | 34,715 |
Liabilities | ||
Accrued Compensation and Benefits | 29,424 | 29,424 |
Accounts Payable, Accrued Expenses and Other Liabilities | 4,626 | 4,626 |
Taxes Payable | 665 | 665 |
Total liabilities assumed | 34,715 | $ 34,715 |
PJT Capital LP | Measurement Period Adjustments | ||
Assets | ||
Deferred Tax Assets | 3,483 | |
Goodwill | $ (3,483) |
Business Combinations - Supplem
Business Combinations - Supplemental Unaudited Pro Forma Information (Details) - PJT Capital LP - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Business Combination Separately Recognized Transactions [Line Items] | ||
Total Revenues | $ 151,270 | $ 326,264 |
Income (Loss) Before Provision for Taxes | 11,556 | (433) |
Net Income (Loss) | $ 12,666 | $ (432) |
Accounts Receivable and Allow37
Accounts Receivable and Allowance for Doubtful Accounts - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Long-term receivables more than 90 days past due | $ 2,900,000 | $ 2,200,000 |
Placement Fee Receivable | ||
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Long-term receivables | 61,100,000 | 62,600,000 |
Long-term receivables with affiliates | $ 0 | $ 0 |
Minimum | ||
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Accounts receivable payment terms | 3 years | |
Maximum | ||
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Accounts receivable payment terms | 4 years |
Accounts Receivable and Allow38
Accounts Receivable and Allowance for Doubtful Accounts - Changes in Allowance for Doubtful Accounts related to Long-Term Receivables (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Receivables [Abstract] | ||
Balance, Beginning of Period | $ 0 | $ 392 |
Bad Debt Expense (Recovery) | 563 | (392) |
Balance, End of Period | $ 563 | $ 0 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($) | ||
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Balance, December 31, 2015 | $ 75,769 | |
Purchase Accounting Adjustment | (3,483) | [1] |
Balance, September 30, 2016 | $ 72,286 | |
[1] | During the three months ended March 31, 2016, the Company recorded $3.5 million of purchase accounting adjustments related to the acquisition of PJT Capital LP. |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2016 | Sep. 30, 2016 | ||
Goodwill [Line Items] | |||
Purchase accounting adjustments | [1] | $ (3,483) | |
PJT Capital LP | |||
Goodwill [Line Items] | |||
Purchase accounting adjustments | $ 3,483 | ||
[1] | During the three months ended March 31, 2016, the Company recorded $3.5 million of purchase accounting adjustments related to the acquisition of PJT Capital LP. |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment | $ 0 | |||
Amortization Expense | $ 2,600,000 | $ 6,600,000 | 8,204,000 | $ 7,948,000 |
Impairment of intangible assets related to certain customer relationship | $ 6,000,000 | $ 6,000,000 | ||
Expected amortization expense, remainder of year | 9,000,000 | 9,000,000 | ||
Expected amortization expense, year 2017 | 2,300,000 | 2,300,000 | ||
Expected amortization expense, year 2018 | 2,300,000 | 2,300,000 | ||
Expected amortization expense, year 2019 | 2,300,000 | 2,300,000 | ||
Expected amortization expense, year 2020 | $ 2,300,000 | $ 2,300,000 | ||
Intangible assets, weighted-average useful life | 8 years 10 months 24 days |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets | ||
Customer Relationships | $ 26,476 | $ 26,476 |
Client Backlog | 7,600 | 7,600 |
Trade Name | 5,700 | 5,700 |
Client Mandates and Other | 1,344 | 1,483 |
Accumulated Amortization | (25,733) | (17,613) |
Intangible Assets, Net | $ 15,387 | $ 23,646 |
Furniture, Equipment and Leas43
Furniture, Equipment and Leasehold Improvements - Furniture, Equipment and Leasehold Improvements, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Accumulated Depreciation | $ (6,495) | $ (2,832) |
Furniture, Equipment and Leasehold Improvements, Net | 39,533 | 31,490 |
Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Furniture, Equipment and Leasehold Improvements, Gross | 1,892 | 1,873 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Furniture, Equipment and Leasehold Improvements, Gross | 32,896 | 23,330 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Furniture, Equipment and Leasehold Improvements, Gross | $ 11,240 | $ 9,119 |
Furniture, Equipment and Leas44
Furniture, Equipment and Leasehold Improvements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation Expense | $ 1,400 | $ 1,200 | $ 3,726 | $ 2,897 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate | (427.30%) | 4.50% | (43.70%) | 17.50% |
Provision for Taxes | $ 8,376,000 | $ 1,971,000 | $ 4,139,000 | $ 3,973,000 |
Unrecognized tax benefits | $ 0 | $ 0 |
Net Loss Per Share of Class A46
Net Loss Per Share of Class A Common Stock - Schedule of Net Loss Per Share of Class A Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Net Loss | $ (10,336) | $ 41,890 | $ (13,621) | $ 18,760 |
Net Loss Attributable to Redeemable Non-Controlling Interests | (625) | (3,842) | ||
Net Loss Attributable to PJT Partners Inc. | $ (9,711) | $ (9,779) | $ 18,760 | |
Denominator: | ||||
Net Loss Per Share of Class A Common Stock — Basic and Diluted | $ (0.53) | $ (0.53) | ||
Class A Common Stock | ||||
Denominator: | ||||
Weighted-Average Shares of Class A Common Stock Outstanding — Basic and Diluted | 18,319,785 | 18,282,180 | ||
Net Loss Per Share of Class A Common Stock — Basic and Diluted | $ (0.53) | $ (0.53) |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Class A Common Shareholders - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||
Class A common shares outstanding if all Holding Partnership Units exchanged | 34,511,765 | 34,407,364 |
Net Loss Per Share of Class A48
Net Loss Per Share of Class A Common Stock - Anti-Dilutive Securities Excluded from Net Loss Per Share of Class A Common Stock (Details) - Class A Common Stock - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Weighted-Average Unvested RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the calculation of net loss per share | 2,202,324 | 1,821,987 |
Weighted-Average Participating RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the calculation of net loss per share | 706,257 | 749,963 |
Weighted-Average Partnership Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the calculation of net loss per share | 16,191,980 | 16,125,184 |
Equity-Based Compensation - Sto
Equity-Based Compensation - Stock-Based Compensation Expense and Related Income Tax Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Stock-Based Compensation Expense | $ 22,897 | $ 4,421 | $ 65,082 | $ 44,920 |
Income Tax Benefit | $ 2,745 | $ 27 | $ 7,835 | $ 123 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 02, 2015 | Sep. 30, 2016 |
PJT Partners Holdings LP | Spinoff | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Internal reorganization effective date | Oct. 1, 2015 | |
Weighted-Average Unvested RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Estimated unrecognized compensation expense related to unvested awards | $ 80.4 | |
Weighted-average period for recognition of compensation expense related to unvested awards | 1 year 6 months | |
Weighted-Average Unvested RSUs | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 2 years | |
Assumed forfeiture rate | 1.00% | |
Weighted-Average Unvested RSUs | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 5 years | |
Assumed forfeiture rate | 16.70% | |
Partnership Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 5 years | |
Estimated unrecognized compensation expense related to unvested awards | $ 82.1 | |
Assumed forfeiture rate | 5.50% | |
Weighted-average period for recognition of compensation expense related to unvested awards | 2 years 3 months 18 days | |
Granted (Units) | 320,228 | |
Service and Market Conditions | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Estimated unrecognized compensation expense related to unvested awards | $ 24.4 | |
Assumed forfeiture rate | 5.50% | |
Weighted-average period for recognition of compensation expense related to unvested awards | 2 years 8 months 12 days | |
Granted (Units) | 6,530,048 | |
Equity-based awards service condition requirement | 5 years | |
Weighted-average share price targets on consecutive trading period | 30 days | |
Consummation spin-off price one | $ 48 | |
Consummation spin-off price two | 55 | |
Consummation spin-off price three | 63 | |
Consummation spin-off price four | 71 | |
Consummation spin-off price five | $ 79 | |
Service and Market Conditions | Period Three | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Equity-based awards vesting percentage with service condition | 20.00% | |
Service and Market Conditions | Period Four | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Equity-based awards vesting percentage with service condition | 30.00% | |
Service and Market Conditions | Period Five | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Equity-based awards vesting percentage with service condition | 50.00% | |
Class A Common Stock | PJT Partners Holdings LP | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exchange of Partnership unit to shares, number of shares per each unit | 1 | |
2015 Omnibus Incentive Plan | Class A Common Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 12,200,000 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Unvested Restricted Stock Units (Details) - Restricted Stock Units | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
PJT Partners Inc. | |
Number of Units | |
Beginning Balance | shares | 5,344,573 |
Granted (Units) | shares | 645,107 |
Vested (Units) | shares | (66,715) |
Forfeited (Units) | shares | (225,182) |
Dividends reinvested on participating RSUs (Units) | shares | 2,442 |
Ending Balance | shares | 5,700,225 |
Weighted-Average Grant Date Fair Value | |
Beginning Balance | $ / shares | $ 20.98 |
Granted (Weighted-Average Grant Date Fair Value) | $ / shares | $ / shares | 27.12 |
Vested (Weighted-Average Grant Date Fair Value) | $ / shares | $ / shares | 15.83 |
Forfeited (Weighted-Average Grant Date Fair Value) | $ / shares | $ / shares | 23.65 |
Dividend reinvested on participating RSUs (Weighted-Average Grant Date Fair Value) | $ / shares | $ / shares | 24.71 |
Ending Balance | $ / shares | $ 21.63 |
PJT Partners Holdings LP | |
Number of Units | |
Beginning Balance | shares | 554,850 |
Vested (Units) | shares | (111,161) |
Ending Balance | shares | 443,689 |
Weighted-Average Grant Date Fair Value | |
Beginning Balance | $ / shares | $ 23.73 |
Vested (Weighted-Average Grant Date Fair Value) | $ / shares | $ / shares | 16.33 |
Ending Balance | $ / shares | $ 25.58 |
Equity-Based Compensation - S52
Equity-Based Compensation - Summary of Status of Company's Unvested Equity-Based Awards (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Partnership Units | |
Number of Units | |
Beginning Balance | shares | 5,315,000 |
Granted (Units) | shares | 320,228 |
Forfeited (Units) | shares | (63,871) |
Ending Balance | shares | 5,571,357 |
Weighted-Average Grant Date Fair Value | |
Beginning Balance | $ / shares | $ 21 |
Granted (Weighted-Average Grant Date Fair Value) | $ / shares | 26.21 |
Forfeited (Weighted-Average Grant Date Fair Value) | $ / shares | 28.29 |
Ending Balance | $ / shares | $ 21.22 |
Equity-Based Awards with Both Service and Market Conditions | PJT Partners Holdings LP | |
Number of Units | |
Beginning Balance | shares | 6,530,048 |
Forfeited (Units) | shares | (26,584) |
Ending Balance | shares | 6,503,464 |
Weighted-Average Grant Date Fair Value | |
Beginning Balance | $ / shares | $ 5.72 |
Forfeited (Weighted-Average Grant Date Fair Value) | $ / shares | 5.72 |
Ending Balance | $ / shares | $ 5.72 |
Equity-Based Compensation - Unv
Equity-Based Compensation - Unvested Units After Expected Forfeitures which are Expected to Vest (Details) | 9 Months Ended |
Sep. 30, 2016shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Units expected to vest | 16,520,038 |
Weighted-average service period of unit expected to vest (in years) | 2 years 2 months 12 days |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Units expected to vest | 5,673,576 |
Weighted-average service period of unit expected to vest (in years) | 1 year 6 months |
PJT Partners Holdings LP | Partnership Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Units expected to vest | 10,846,462 |
Weighted-average service period of unit expected to vest (in years) | 2 years 6 months |
Transactions With Related Par54
Transactions With Related Parties - Additional Information (Details) - USD ($) | Nov. 08, 2016 | Nov. 03, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||||||||
Professional fees | $ 3,983,000 | $ 8,744,000 | $ 14,170,000 | $ 14,280,000 | ||||
Advisory Fees | 100,728,000 | $ 116,205,000 | 241,360,000 | $ 221,471,000 | ||||
Percentage of advisory fees earned from affiliates | 0.70% | 1.90% | ||||||
Placement Fees | 18,327,000 | $ 27,776,000 | 78,930,000 | $ 76,099,000 | ||||
Percentage of placement fees earned from affiliates | 10.70% | 18.80% | ||||||
Forfeiture Accrual | 600,000 | 600,000 | $ 1,300,000 | |||||
Unsecured Promissory Notes | ||||||||
Related Party Transaction [Line Items] | ||||||||
Promissory notes | 600,000 | |||||||
Notes payable, spread on variable prime rate | 1.00% | |||||||
Blackstone | ||||||||
Related Party Transaction [Line Items] | ||||||||
Professional fees | 0 | 300,000 | ||||||
Amounts payable related to certain professional fees | 300,000 | 300,000 | ||||||
Amounts payable related to certain purchases of furniture, equipment and leasehold improvements | 5,500,000 | 5,500,000 | 4,000,000 | |||||
Receivable from former parent for accounts receivable balance | 4,500,000 | |||||||
Amount payable under transition services agreement | 100,000 | 100,000 | $ 500,000 | |||||
Tax benefit accrual | 3,400,000 | 3,400,000 | ||||||
Affiliates | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advisory Fees | 0 | $ 810,000 | 0 | $ 4,220,000 | ||||
Placement Fees | 0 | 2,961,000 | 0 | 14,329,000 | ||||
Affiliates | Interest Income | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest income earned from affiliates | $ 0 | $ 100,000 | $ 0 | $ 200,000 | ||||
PJT Partners Holdings LP | Subsequent Event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Exchange of partnership units settled | 594,072 | |||||||
Aggregate payment on exchange of partnership units settled | $ 16,100,000 | |||||||
Price per partnership unit paid equal to the volume-weighted average price of share | $ 27.02 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Oct. 10, 2016 | Oct. 02, 2015 | Oct. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Commitments And Contingencies [Line Items] | |||||||||
Description of expiration date for operating leases | various dates through 2030 | ||||||||
Rent expense | $ 5,900,000 | $ 10,100,000 | $ 18,500,000 | $ 23,300,000 | |||||
Capital lease obligations payable maturity year | 2,021 | ||||||||
Weighted-average interest rate of capital lease obligations payable | 2.30% | ||||||||
Net book value of capital lease obligations | 400,000 | $ 400,000 | $ 400,000 | ||||||
Loss contingency expense | $ 8,900,000 | ||||||||
Insurance reimbursement received | $ 5,600,000 | ||||||||
Payment related to loss contingency | 8,100,000 | ||||||||
Irrevocable Standby Letters of Credit | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Letter of credit | 4,800,000 | $ 4,800,000 | $ 5,500,000 | ||||||
Subsequent Event | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Insurance reimbursement received | $ 5,600,000 | ||||||||
Payment related to loss contingency | $ 500,000 | ||||||||
Revolving Credit Facility | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Revolving credit facility, borrowing capacity before increase | $ 60,000,000 | ||||||||
Revolving credit facility, maturity date | Oct. 2, 2017 | ||||||||
Increase revolving credit facility | $ 80,000,000 | ||||||||
Notes payable, spread on variable prime rate | 1.00% | ||||||||
Line of credit facility, interest rate description | Interest on the borrowings is based on the prime rate minus 1.0% | ||||||||
Revolving credit facility, extended maturity period | 1 year | ||||||||
Revolving credit facility, amount outstanding | $ 0 | $ 0 | |||||||
Revolving Credit Facility | Subsequent Event | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Revolving credit facility, extended maturity date | Oct. 2, 2018 |
Commitments and Contingencies56
Commitments and Contingencies - Schedule of Aggregate Minimum Future Payments Required on Non-Cancelable Leases (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Minimum Capital Lease Payments | |
2,016 | $ 25 |
2,017 | 102 |
2,018 | 102 |
2,019 | 102 |
2,020 | 78 |
Thereafter | 3 |
Total Minimum Lease Payments - Capital Leases | 412 |
Less: Amount Representing Interest | 19 |
Capital Lease Obligation | 393 |
Minimum Operating Lease Payments | |
2,016 | 5,713 |
2,017 | 23,018 |
2,018 | 20,789 |
2,019 | 20,204 |
2,020 | 19,257 |
Thereafter | 127,128 |
Total Minimum Lease Payments - Operating Leases | 216,109 |
Less: Sublease Proceeds | 20,196 |
Net Minimum Lease Payments - Operating Leases | $ 195,913 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Compensation And Retirement Disclosure [Abstract] | ||||
Defined contribution plan, expenses incurred | $ 0.2 | $ 0.1 | $ 0.6 | $ 0.4 |
Regulated Entities - Additional
Regulated Entities - Additional Information (Details) € in Thousands, $ in Thousands, HKD in Millions | Sep. 30, 2016USD ($) | Sep. 30, 2016EUR (€) | Sep. 30, 2016HKD | Dec. 31, 2015USD ($) |
United Kingdom | ||||
Regulatory Authorities [Line Items] | ||||
Minimum net capital requirement | € | € 50 | |||
Hong Kong | ||||
Regulatory Authorities [Line Items] | ||||
Minimum net capital requirement | HKD | HKD 3 | |||
Park Hill Group LLC | ||||
Regulatory Authorities [Line Items] | ||||
Minimum net capital requirement | $ 250 | |||
Percentage of aggregate indebtedness capital requirement | 2 | 2 | 2 | |
Net capital | $ 17,000 | $ 19,000 | ||
Net capital in excess of required net capital | 16,700 | 18,800 | ||
PJT Partners LP | ||||
Regulatory Authorities [Line Items] | ||||
Minimum net capital requirement | $ 100 | |||
Percentage of aggregate indebtedness capital requirement | 6.67 | 6.67 | 6.67 | |
Net capital | $ 80,400 | 10,300 | ||
Net capital in excess of required net capital | $ 79,600 | $ 9,300 | ||
Maximum | PJT Partners LP | ||||
Regulatory Authorities [Line Items] | ||||
Percentage of aggregate indebtedness capital requirement | 15 | 15 | 15 |
Business Information - Addition
Business Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2016segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Business Information - Geograph
Business Information - Geographical Distribution of Revenues and Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Revenues | |||||
Revenues | $ 121,346 | $ 147,322 | $ 325,934 | $ 302,116 | |
Assets | |||||
Assets | 559,799 | 559,799 | $ 467,252 | ||
Domestic | |||||
Revenues | |||||
Revenues | 104,283 | 142,981 | 302,045 | 286,393 | |
Assets | |||||
Assets | 516,828 | 516,828 | 444,040 | ||
International | |||||
Revenues | |||||
Revenues | 17,063 | $ 4,341 | 23,889 | $ 15,723 | |
Assets | |||||
Assets | $ 42,971 | $ 42,971 | $ 23,212 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Class A Common Stock - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Subsequent Event [Line Items] | ||
Dividend declared, description | The Board of Directors of PJT Partners Inc. has declared a quarterly dividend | |
Dividends Declared Per Share of Class A Common Stock | $ 0.05 | $ 0.15 |
Dividends payable, date to be paid | Dec. 21, 2016 | |
Dividends payable, date of record | Dec. 7, 2016 |