pjt-10q_20220331.htm

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 25, 2022, there were 24,632,442 shares of Class A common stock, par value $0.01 per share, and 164 shares of Class B common stock, par value $0.01 per share, outstanding.

PJT Partners Inc. was formed in connection with certain merger and spin-off transactions whereby the financial and strategic advisory services, restructuring and reorganization advisory services and Park Hill Group businesses of Blackstone Inc. (“Blackstone” or our “former Parent”) were combined with PJT Capital LP, a financial advisory firm founded by Paul J. Taubman in 2013 (together with its then affiliates, “PJT Capital”), and the combined business was distributed to Blackstone’s unitholders to create PJT Partners Inc., a stand-alone, independent publicly traded company. Throughout this Quarterly Report on Form 10-Q, we refer to this transaction as the “spin-off.” PJT Partners Inc. is a holding company and its only material asset is its controlling equity interest in PJT Partners Holdings LP, a holding partnership that holds the Company’s operating subsidiaries, and certain cash and cash equivalents it may hold from time to time. As the sole general partner of PJT Partners Holdings LP, PJT Partners Inc. operates and controls all of the business and affairs of PJT Partners Holdings LP and its operating subsidiaries.

In this Quarterly Report on Form 10-Q, unless the context requires otherwise, the words “PJT Partners Inc.” refers to PJT Partners Inc., and “PJT Partners,” the “Company,” “we,” “us” and “our” refer to PJT Partners Inc., together with its consolidated subsidiaries, including PJT Partners Holdings LP and its operating subsidiaries.

Certain material presented herein contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include certain information concerning future results of operations, business strategies, acquisitions, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “opportunity,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance upon any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (a) changes in governmental regulations and policies; (b) cyberattacks, security vulnerabilities, and internet disruptions, including breaches of data security and privacy leaks, data loss, and business interruptions; (c) failure of our computer systems or communication systems during a catastrophic event, including as a result of the increased use of remote work environments and virtual platforms; (d) the impact of catastrophic events, such as COVID-19 or other pandemics, on the U.S. and the global economy, including business disruptions, reductions in employment and an increase in business failures; (e) the impact of catastrophic events, such as COVID-19 or other pandemics, on our employees and our ability to provide services to our clients and respond to their needs; (f) the failure of third-party service providers to perform their functions; and (g) volatility in the political and economic environment.

Any of these factors, as well as such other factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the United States Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings with the SEC, accessible on the SEC’s website at www.sec.gov, could cause our results to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that we are unable to predict at this time or that are not currently expected to have a material adverse effect on our business. Any such risks could cause our results to differ materially from those expressed in forward-looking statements.

We use our website (www.pjtpartners.com) as a channel of distribution of Company information. The information we post may be deemed material. Accordingly, investors should monitor the website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about PJT Partners when you enroll your e-mail address by visiting the “Investor Relations” page of our website at ir.pjtpartners.com/investor-relations. Although we refer to our website in this report, the contents of our website are not included or incorporated by reference into this report. All references to our website in this report are intended to be inactive textual references only.

	March 31, 2022			December 31, 2021
Assets
Cash and Cash Equivalents	$	75,807		$	200,481
Investments		19,974			—
Accounts Receivable (net of allowance for credit losses of $3,317 and $1,853 at March 31, 2022 and December 31, 2021, respectively)		352,245			289,267
Intangible Assets, Net		22,458			24,386
Goodwill		172,725			172,725
Furniture, Equipment and Leasehold Improvements, Net		35,338			37,147
Operating Lease Right-of-Use Assets		131,362			137,916
Other Assets		89,230			61,921
Deferred Tax Asset, Net		64,732			63,782
Total Assets	$	963,871		$	987,625
Liabilities and Equity
Accrued Compensation and Benefits	$	63,058		$	121,717
Accounts Payable, Accrued Expenses and Other Liabilities		21,758			23,753
Operating Lease Liabilities		150,050			157,013
Amount Due Pursuant to Tax Receivable Agreement		31,714			31,131
Taxes Payable		2,553			3,492
Deferred Revenue		14,702			12,947
Revolving Credit Facility Payable		25,000			—
Total Liabilities		308,835			350,053
Commitments and Contingencies
Equity
Class A Common Stock, par value $0.01 per share (3,000,000,000 shares authorized; 30,593,822 and 29,248,457 issued at March 31, 2022 and December 31, 2021, respectively; 24,777,849 and 24,319,413 outstanding at March 31, 2022 and December 31, 2021, respectively)		305			292
Class B Common Stock, par value $0.01 per share (1,000,000 shares authorized; 164 issued and outstanding at March 31, 2022; 159 issued and outstanding at December 31, 2021)		—			—
Additional Paid-In Capital		438,634			391,242
Retained Earnings (Deficit)		14,503			(4,933	)
Accumulated Other Comprehensive Income (Loss)		(156	)		631
Treasury Stock at Cost (5,815,973 and 4,929,044 shares at March 31, 2022 and December 31, 2021, respectively)		(323,569	)		(267,000	)
Total PJT Partners Inc. Equity		129,717			120,232
Non-Controlling Interests		525,319			517,340
Total Equity		655,036			637,572
Total Liabilities and Equity	$	963,871		$	987,625

	Three Months Ended March 31,
	2022		2021
Revenues
Advisory Fees	$	181,658	$	152,600
Placement Fees		60,351		50,383
Interest Income and Other		4,310		3,717
Total Revenues		246,319		206,700
Expenses
Compensation and Benefits		159,232		132,793
Occupancy and Related		8,942		8,459
Travel and Related		4,458		517
Professional Fees		7,051		7,717
Communications and Information Services		4,423		4,174
Depreciation and Amortization		4,307		3,834
Other Expenses		7,758		5,317
Total Expenses		196,171		162,811
Income Before Provision for Taxes		50,148		43,889
Provision for Taxes		5,680		93
Net Income		44,468		43,796
Net Income Attributable to Non-Controlling Interests		18,764		17,114
Net Income Attributable to PJT Partners Inc.	$	25,704	$	26,682
Net Income Per Share of Class A Common Stock
Basic	$	1.03	$	1.07
Diluted	$	1.00	$	1.03
Weighted-Average Shares of Class A Common Stock Outstanding
Basic		24,989,152		24,969,388
Diluted		26,551,835		42,858,757

	Three Months Ended March 31, 2022
	Shares																	Accumulated
	Class A		Class B					Class A		Class B		Additional			Retained			Other						Non-
	Common		Common		Treasury			Common		Common		Paid-In			Earnings			Comprehensive			Treasury			Controlling
	Stock		Stock		Stock			Stock		Stock		Capital			(Deficit)			Income (Loss)			Stock			Interests			Total
Balance at December 31, 2021		29,248,457		159		(4,929,044	)	$	292	$	—	$	391,242		$	(4,933	)	$	631		$	(267,000	)	$	517,340		$	637,572
Net Income		—		—		—			—		—		—			25,704			—			—			18,764			44,468
Other Comprehensive Loss		—		—		—			—		—		—			—			(787	)		—			(649	)		(1,436	)
Dividends Declared ($0.25 Per Share of Class A Common Stock)		—		—		—			—		—		—			(6,268	)		—			—			—			(6,268	)
Equity-Based Compensation		—		—		—			—		—		53,717			—			—			—			5,352			59,069
Net Share Settlement		—		—		—			—		—		(15,367	)		—			—			—			—			(15,367	)
Deliveries of Vested Shares of Class A Common Stock		1,345,365		—		—			13		—		(13	)		—			—			—			—			—
Change in Ownership Interest		—		5		—			—		—		9,055			—			—			—			(15,488	)		(6,433	)
Treasury Stock Purchases		—		—		(886,929	)		—		—		—			—			—			(56,569	)		—			(56,569	)
Balance at March 31, 2022		30,593,822		164		(5,815,973	)	$	305	$	—	$	438,634		$	14,503		$	(156	)	$	(323,569	)	$	525,319		$	655,036

	Three Months Ended March 31, 2021
	Shares																		Accumulated
	Class A		Class B						Class A		Class B		Additional						Other					Non-
	Common		Common			Treasury			Common		Common		Paid-In			Accumulated			Comprehensive		Treasury			Controlling
	Stock		Stock			Stock			Stock		Stock		Capital			Deficit			Income		Stock			Interests			Total
Balance at December 31, 2020		27,293,085		194			(3,476,731	)	$	267	$	—	$	349,363		$	(33,127	)	$	1,414	$	(163,658	)	$	533,587		$	687,846
Net Income		—		—			—			—		—		—			26,682			—		—			17,114			43,796
Other Comprehensive Income		—		—			—			—		—		—			—			67		—			57			124
Dividends Declared ($0.05 Per Share of Class A Common Stock)		—		—			—			—		—		—			(1,270	)		—		—			—			(1,270	)
Equity-Based Compensation		—		—			—			—		—		27,938			—			—		—			2,010			29,948
Net Share Settlement		—		—			—			—		—		(20,415	)		—			—		—			—			(20,415	)
Deliveries of Vested Shares of Class A Common Stock		1,818,722		—			—			2		—		—			—			—		—			—			2
Change in Ownership Interest		—		(24	)		—			—		—		20,939			—			—		—			(68,498	)		(47,559	)
Treasury Stock Purchases		—		—			(657,907	)		—		—		—			—			—		(45,896	)		—			(45,896	)
Balance at March 31, 2021		29,111,807		170			(4,134,638	)	$	269	$	—	$	377,825		$	(7,715	)	$	1,481	$	(209,554	)	$	484,270		$	646,576

	Three Months Ended March 31,
	2022			2021
Operating Activities
Net Income	$	44,468		$	43,796
Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities
Equity-Based Compensation Expense		59,069			29,948
Depreciation and Amortization Expense		4,307			3,834
Amortization of Operating Lease Right-of-Use Assets		5,362			4,780
Provision for Credit Losses		1,464			(192	)
Other		(1,836	)		(1,414	)
Cash Flows Due to Changes in Operating Assets and Liabilities
Accounts Receivable		(64,972	)		(41,087	)
Other Assets		(25,721	)		(4,236	)
Accrued Compensation and Benefits		(57,744	)		(177,771	)
Accounts Payable, Accrued Expenses and Other Liabilities		(1,862	)		(102	)
Operating Lease Liabilities		(5,640	)		(5,351


Delaware	36-4797143
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

		Page
PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	4

	Unaudited Condensed Consolidated Financial Statements — March 31, 2022 and 2021:

	Condensed Consolidated Statements of Financial Condition as of March 31, 2022 and December 31, 2021	4

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021	5

	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2022 and 2021	6

	Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2022 and 2021	7

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	8

	Notes to Condensed Consolidated Financial Statements	9

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31

ITEM 4.	CONTROLS AND PROCEDURES	31

PART II.	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	32

ITEM 1A.	RISK FACTORS	32

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	33

ITEM 4.	MINE SAFETY DISCLOSURES	33

ITEM 5.	OTHER INFORMATION	33

ITEM 6.	EXHIBITS	34

SIGNATURES		35

	Three Months Ended March 31,
	2022			2021
Net Income	$	44,468		$	43,796
Other Comprehensive Income (Loss), Net of Tax —Currency Translation Adjustment		(1,436	)		124
Comprehensive Income		43,032			43,920
Less:
Comprehensive Income Attributable to Non-Controlling Interests		18,115			17,171
Comprehensive Income Attributable to PJT Partners Inc.	$	24,917		$	26,749

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐