pjt-10q_20150930.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 o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 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 o No x

As of November 5, 2015, there were 17,966,456 shares of Class A common stock, par value $0.01 per share, and 300 shares of Class B common stock, par value $0.01 per share, outstanding.

PJT Partners’ business was historically conducted through a number of businesses for which there was no single operating entity, but which was under common ownership. As of September 30, 2015, there was no separate capital structure for the combined business. Accordingly, historical earnings per share of the combined businesses has not been presented. See Note 3. “Reorganization and Spin-off” for a presentation of unaudited pro forma earnings per share, giving effect to the spin-off and the adjustments described therein.

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

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in such forward-looking statements. You should not put undue reliance on any forward-looking statements contained herein. PJT Partners undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

The risk factors discussed in the “Risk Factors” section of PJT Partners’ Information Statement, as filed with the Securities and Exchange Commission (“SEC”) on September 2, 2015, as well as the other filings of PJT Partners with the SEC, could cause the results of PJT Partners to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that PJT Partners is unable to predict at this time or that are not currently expected to have a material adverse effect on its business. Any such risks could cause the results of PJT Partners 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. The contents of our website are not, however, a part of this report.

Standard & Poor’s Financial Services LLC (S&P) does not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings, and is not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of ratings. S&P GIVES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. S&P SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES, or LOSSES (INCLUDING LOST INCOME OR PROFITS AND OPPORTUNITY COSTS) IN CONNECTION WITH ANY USE OF RATINGS. S&P’s ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the market value of securities or the suitability of securities for investment purposes, and should not be relied on as investment advice.

PJT Partners Inc. (the “Company”), formerly known as Blackstone Advisory Inc., was incorporated in the State of Delaware on November 5, 2014 and changed its name to PJT Partners Inc. on March 3, 2015. The Company’s fiscal year end is December 31. Pursuant to a reorganization on October 1, 2015, The Blackstone Group L.P. (the “Parent” or “Blackstone”) distributed on a pro rata basis to its common unitholders all of the issued and outstanding shares of Class A common stock of the Company held by the Parent. This pro rata distribution is referred herein as the “distribution.” The separation of the strategic advisory services (other than the capital markets services business that was retained by the Parent), restructuring and reorganization advisory services and Park Hill Group business from the Parent and the related transactions, including the distribution and internal reorganization and acquisition by the Company of PJT Capital LP (together with its general partner and their respective subsidiaries, “PJT Capital”) that preceded the distribution, is referred to herein as the “spin-off.” Following the spin-off, the Company became a holding corporation and its only material asset is a controlling equity interest in PJT Partners Holdings LP (formerly known as New Advisory L.P.), which at that time was consolidated by the Company. The Company has become the general partner of PJT Partners Holdings LP and operates and controls all of the businesses and affairs of PJT Partners Holdings LP and, through PJT Partners Holdings LP and its subsidiaries, continues to conduct the business now conducted by these subsidiaries.

The Statements of Financial Condition have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Separate Statements of Operations, Comprehensive Income, Stockholder’s Equity and of Cash Flows have not been presented in the financial statements because there have been no activities of this entity as of September 30, 2015.

As of September 30, 2015, prior to the reorganization of its business and separation from Blackstone, the Company was authorized to issue 1,000 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), and 1,000 shares of Class B common stock, par value $0.01 per share (“Class B Common Stock”). Under the Company’s certificate of incorporation in effect as of such date, holders of shares of the Company’s Class A common stock were (i) entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors; (ii) entitled to receive dividends when and if declared by the Company’s board of directors out of funds legally available therefor; and (iii) entitled to receive pro rata the Company’s remaining assets available for distribution upon any liquidation, dissolution or winding up of the Company. Under the Company’s certificate of incorporation in effect as of such date, holders of shares of Class B Common Stock were (i) not entitled to vote in respect of such shares on any matter submitted to stockholders of the Company, except as required by law; (ii) not entitled to participate in respect of such shares in any dividend or distribution paid on the stock of the Company; and (iii) not entitled to participate in respect of such shares in any distribution of assets of the Company upon the liquidation, dissolution or winding up of the Company, except to the extent of the par value of such shares of Class B Common Stock. As of September 30, 2015, in exchange for $1.00, the Company had issued 100 shares of Class A Common Stock, all of which were held by Blackstone Holdings I/II GP Inc. As of September 30, 2015, the Company had not issued any shares of Class B Common Stock.

As of October 1, 2015, the Company is authorized to issue up to (i) 3,000,000,000 shares of Class A common stock, par value $0.01 per share, (ii) 1,000,000 shares of Class B common stock, par value $0.01 per share, and (iii) 300,000,000 shares of preferred stock, par value $0.01 per share. Under the Company’s amended and restated certificate of incorporation in effect as of October 1, 2015, holders of shares of the Company’s Class A common stock are (i) entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors; (ii) entitled to receive dividends when and if declared by the Company’s board of directors out of funds legally available therefor; and (iii) entitled to receive pro rata the Company’s remaining assets available for distribution upon any liquidation, dissolution or winding up of the Company. Under the Company’s amended and restated certificate of incorporation in effect as of October 1, 2015, with respect to all matters presented to stockholders of the Company other than director elections and removals, each holder of Class B common stock is entitled, without regard to the number of shares of Class B common stock held by such holder, to one vote for each partnership unit (including for this purpose, the number of Partnership Units that would be held by such holder assuming the conversion on such date of all vested and unvested LTIP Units held of record by such holder) in PJT Partners Holdings LP (a “Partnership Unit”) held by such holder. Shares of Class B common stock will initially entitle holders to only one vote per share in the election and removal of directors of PJT Partners Inc. However, all or a portion of the voting power of Class B common stock with respect to the election of directors of the Company may be increased to up to the number of votes to which a holder is then entitled on all other matters presented to stockholders. By written notice to the Company, each holder of Class B common stock may, at any time, request that such holder become entitled to a number of votes in the election and removal of directors of the Company not to exceed at any time the number of votes to which such holder is then entitled on all other matters presented to stockholders, or such lesser number of votes as may be specified in such holder’s request. The Company’s board of directors, in its sole discretion, may approve or decline any such request, and no such holder shall become entitled to such requested voting power in respect of such shares of Class B common stock unless and until the board of directors approves such request. Class B common stockholders have no economic rights in the Company, and do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of the Company.

On October 1, 2015, PJT Partners Inc. completed the reorganization of its business and the separation from its former Parent. Please refer to Note 3. “Reorganization and Spin-Off” in the “Notes to Condensed Combined Financial Statements” of PJT Partners, also included in this filing.

	September 30,		December 31,
	2015		2014
Assets
Cash and Cash Equivalents	$	21,691	$	38,533
Accounts Receivable (net of allowance for doubtful accounts of $3,018 and $3,758 at September 30, 2015 and December 31, 2014, respectively)		131,828		162,924
Receivable from Affiliates		17,647		12,162
Due from Blackstone		2,267		36,517
Intangible Assets, Net		11,849		19,797
Goodwill		68,873		68,873
Furniture, Equipment and Leasehold Improvements, Net		41,790		5,111
Other Assets		3,617		1,330
Deferred Tax Assets		2,033		2,704
Total Assets	$	301,595	$	347,951

Liabilities and Parent Company Equity
Accrued Compensation and Benefits	$	19,832	$	9,178
Accounts Payable, Accrued Expenses and Other Liabilities		24,795		4,817
Taxes Payable		75		62
Deferred Revenue		708		1,574
Total Liabilities		45,410		15,631

Commitments and Contingencies

Parent Company Equity
Parent Company Investment		254,540		331,310
Accumulated Other Comprehensive Income		1,645		1,010
Total Parent Company Equity		256,185		332,320
Total Liabilities and Parent Company Equity	$	301,595	$	347,951

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2015		2014			2015		2014
Revenues
Advisory Fees	$	116,205	$	53,409		$	221,471	$	182,912
Placement Fees		27,776		25,374			76,099		67,562
Interest Income and Other		3,341		742			4,546		1,997
Total Revenues		147,322		79,525			302,116		252,471
Expenses
Compensation and Benefits		67,060		76,623			206,820		245,601
Occupancy and Related		10,539		6,330			24,583		18,691
Travel and Related		4,029		2,816			10,388		8,678
Professional Fees		8,744		2,486			14,280		7,497
Communications and Information Services		2,824		1,646			5,991		5,021
Depreciation and Amortization		7,810		1,786			10,845		6,094
Other Expenses		2,455		1,482			6,476		8,179
Total Expenses		103,461		93,169			279,383		299,761
Income (Loss) Before Provision for Taxes		43,861		(13,644	)		22,733		(47,290	)
Provision for Taxes		1,971		553			3,973		1,527
Net Income (Loss) Attributable to PJT Partners	$	41,890	$	(14,197	)	$	18,760	$	(48,817	)
Revenues Earned from Affiliates
Advisory Fees	$	810	$	9,842		$	4,220	$	31,059
Placement Fees	$	2,961	$	2,886		$	14,329	$	10,420

Pro Forma Combined Statements of Operations (Unaudited)
(Note 3)

Income Before Provision for Taxes	$	43,861				$	22,733
Pro Forma Provision for Taxes		15,763					10,711
Pro Forma Net Income		28,098					12,022
Pro Forma Net Income Attributable to Redeemable Non-Controlling Interests		15,470					7,051
Pro Forma Net Income Attributable to PJT Partners	$	12,628				$	4,971
Net Income Per Share of Class A Common Stock
Basic	$	0.67				$	0.26
Diluted	$	0.67				$	0.26
Weighted-Average Shares of Class A Common Stock Outstanding
Basic		18,872,343					18,831,337
Diluted		18,915,975					18,907,457

				Accumulated			Total
	Parent			Other			Parent
	Company			Comprehensive			Company
	Investment			Income (Loss)			Equity
Balance at December 31, 2013	$	301,561		$	(233	)	$	301,328
Net Loss Attributable to PJT Partners		(48,817	)		—			(48,817	)
Currency Translation Adjustment		—			851			851
Net Increase in Parent Company Investment		35,560			—			35,560
Balance at September 30, 2014	$	288,304		$	618		$	288,922

Balance at December 31, 2014	$	331,310		$	1,010		$	332,320
Net Income Attributable to PJT Partners		18,760			—			18,760
Currency Translation Adjustment		—			635			635
Net Decrease in Parent Company Investment		(95,530	)		—			(95,530	)
Balance at September 30, 2015	$	254,540		$	1,645		$	256,185

	Nine Months Ended September 30,
	2015			2014
Operating Activities
Net Income (Loss)	$	18,760		$	(48,817	)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities
Equity-Based Compensation Expense		19,562			49,638
Excess Tax Benefits Related to Equity-Based Compensation		(90	)		(60	)
Depreciation Expense		2,897			4,105
Amortization Expense		7,948			1,989
Bad Debt Expense (Recovery)		(740	)		753
Other Non-Cash Amounts Included in Net Income (Loss)		(392	)		(44	)
Cash Flows Due to Changes in Operating Assets and Liabilities
Accounts Receivable		31,836			33,658
Receivable from Affiliates		(5,485	)		6,701
Due from Blackstone		34,250			(49,027	)
Other Assets		(981	)		(22	)
Accrued Compensation and Benefits		10,654			7,159
Accounts Payable, Accrued Expenses and Other Liabilities		19,978			(1,251	)
Taxes Payable		13			(226	)
Deferred Revenue		(866	)		1,055
Net Cash Provided by Operating Activities		137,344			5,611
Investing Activities
Purchases of Furniture, Equipment and Leasehold Improvements		(4,354	)		—
Net Cash Used in Investing Activities		(4,354	)		—
Financing Activities
Excess Tax Benefits Related to Equity-Based Compensation		90			60
Net Decrease from Parent Company Investment		(149,922	)		(17,853	)
Net Cash Used in Financing Activities		(149,832	)		(17,793	)
Net Decrease in Cash and Cash Equivalents		(16,842	)		(12,182	)
Cash and Cash Equivalents, Beginning of Period		38,533			29,664
Cash and Cash Equivalents, End of Period	$	21,691		$	17,482
Supplemental Disclosure of Cash Flows Information
Payments for Income Taxes, including those to Blackstone	$	3,518		$	2,595

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

On October 7, 2014, the board of directors of the general partner of The Blackstone Group L.P. (the “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 to form PJT Partners (“PJT Partners” or the “Company”), which separation occurred on October 1, 2015.

PJT Partners delivers a wide array of strategic advisory, restructuring and reorganization and fund placement and secondary advisory 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. Also, through the Park Hill Group, the Company provides fund placement and secondary advisory services for alternative investment managers, including private equity funds, real estate funds and hedge funds.

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.”

These condensed combined financial statements have been prepared on a standalone basis and are derived from the consolidated financial statements and accounting records of Blackstone. The condensed combined financial statements reflect the financial position, results of operations and cash flows of PJT Partners as they were historically managed, in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The condensed combined financial statements include certain assets that have historically been held at the Blackstone corporate level but are specifically identifiable or otherwise attributable to these condensed combined financial statements, primarily goodwill and intangible assets.

These financial statements are presented as if such businesses had been combined for all periods presented. All intercompany transactions have been eliminated.

The Condensed Combined Statements of Operations reflect intercompany expense allocations made to PJT Partners by Blackstone for certain corporate functions and for shared services provided by Blackstone. 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 9. “Related Party Transactions” for further information on expenses allocated by Blackstone.

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Both PJT Partners and Blackstone consider the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by PJT Partners during the periods presented. The allocations may not, however, reflect the expense PJT Partners 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 standalone 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, PJT Partners will perform these functions using its own resources or purchased services. For an interim period, however, some of these functions will continue to be provided by Blackstone, pursuant to a transition services agreement for a period of 24 months with the option for Blackstone or PJT Partners to terminate any given service with 60 days’ notice.

Management believes it has made all necessary adjustments (consisting of only normal recurring items) so that the condensed combined financial statements are presented fairly and that estimates made in preparing its condensed combined financial statements are reasonable and prudent. These condensed combined financial statements should be read in conjunction with the Company’s audited combined financial statements.

The preparation of the condensed combined financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. Estimates and the assumptions underlying these estimates are reviewed periodically and the effects of revisions are reflected in the period in which they are determined to be necessary. In preparing the condensed combined financial statements, management makes estimates regarding the adequacy of the allowance for doubtful accounts, evaluation of goodwill and intangible assets, realization of deferred taxes, measurement of equity-based compensation and other matters that affect the reported amounts and disclosures in the condensed combined financial statements.

Revenues consist of Advisory Fees, Placement Fees and Interest Income and Other. Fees are recognized when (a) there is evidence of an arrangement with a client, (b) agreed upon services have been provided, (c) fees are fixed or determinable, and (d) collection is reasonably assured.

Advisory Fees – Advisory Fees consist of retainer and transaction-based fee arrangements related to strategic advisory services, restructuring and reorganization services and secondary advisory services provided by Park Hill Group. Advisory retainer and transaction-based fees are recognized when services for the transactions are complete, in accordance with terms set forth in individual agreements. The majority of the Advisory Fees are dependent on the successful completion of a transaction.

Placement Fees – Placement Fees consist of fund placement services for alternative investment funds and private placements for corporate clients. Placement fees earned for services to corporate clients are recognized as earned upon successful completion of the transaction. Fund placement fees earned for services to alternative asset managers are typically recognized as earned upon acceptance by a fund of capital or capital commitments (referred to as a “closing”), in accordance with terms set forth in individual agreements. Fees for such closed-end fund arrangements are generally paid in quarterly installments over three or four years and interest is charged to the outstanding balance at an agreed upon rate (typically the London Interbank Offered Rate (“LIBOR”) plus a market-based margin). For funds with multiple closings, each closing is treated as a separate performance obligation. As a result, revenue is recognized at each closing as the performance obligations are fulfilled. For open-end fund structures, placement fees are typically calculated as a percentage of a placed investor’s month-end net asset value (“NAV”). Typically, fees for such open-end fund structures are earned over a 48 month period. For these arrangements, revenue is recognized monthly as the amounts become fixed and determinable.

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The Company may receive non-refundable up-front fees upon execution of agreements with clients to provide capital fundraising services, which are recorded as revenues in the period over which services are provided.

Accrued but unpaid Advisory and Placement Fees are included in Accounts Receivable and Receivable from Affiliates in the Condensed Combined Statements of Financial Condition.

Interest Income and Other – Interest Income and Other represents interest typically earned on Cash and Cash Equivalents and outstanding placement fees receivable as well as miscellaneous income and foreign exchange gains and losses arising on transactions denominated in currencies other than U.S. dollars. Interest on Placement Fees receivable is earned from the time revenue is recognized and is calculated based upon LIBOR plus an additional percentage as mutually agreed upon with the receivable counterparty. Interest receivable is included in Accounts Receivable and Receivable from Affiliates in the Condensed Combined Statements of Financial Condition.

Deferred Revenue – Deferred Revenue represents the receipt of Advisory and Placement Fees prior to such amounts being earned and is recognized using the straight-line method over the period that it is earned.

The carrying value of financial instruments approximates fair value. Financial instruments held by the Company include Cash Equivalents and Accounts Receivable.

GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement.

The Company considers all liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and Cash Equivalents consist of cash which is primarily held at one major U.S. financial institution.

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Accounts Receivable includes placement fees, interest and advisory fee receivables. Accounts receivable are assessed periodically for collectability and an allowance is recognized for doubtful accounts, if required.

Included in Accounts Receivable are long-term receivables which relate to placement fees that are generally paid in installments over a period of three to four years. Additional disclosures regarding Accounts Receivable are discussed in Note 4. “Accounts Receivable and Allowance for Doubtful Accounts.” The Company charges interest on long-term receivables based upon LIBOR plus an additional percentage as mutually agreed upon with the receivable counterparty.

The Company is reimbursed by certain clients for reasonable travel, telephone, postage and other out-of pocket expenses incurred in relation to services provided. Expenses that are directly related to such transactions and billable to clients are presented net in Accounts Receivable and Receivable from Affiliates in the Condensed Combined Statements of Financial Condition.

The Company performs periodic reviews of outstanding accounts receivable and its clients’ financial condition. The Company generally does not require collateral and establishes an allowance for doubtful accounts based upon factors such as historical experience, credit quality, age of the accounts receivable balances and the current economic conditions that may affect a counterparty’s ability to pay such amounts owed to the Company.

After concluding that a reserved accounts receivable balance is no longer collectible, the Company will reduce both the gross receivable and the allowance for doubtful accounts. This is determined based on several factors including the age of the accounts receivable balance and the creditworthiness of the counterparty.

Goodwill recorded arose from the contribution and reorganization of Blackstone’s predecessor entities in 2007 immediately prior to Blackstone’s initial public offering (“IPO”). Goodwill is reviewed for impairment at least annually utilizing a qualitative or quantitative approach and more frequently if circumstances indicate impairment may have occurred. Goodwill is tested for impairment at the reporting unit level. A reporting unit is a component of an operating segment for which discrete financial information is available which is regularly reviewed by segment management. The impairment testing for goodwill under the qualitative approach is based first on a qualitative assessment to determine if it is more likely than not that the fair value of PJT Partners’ reporting unit is less than its respective carrying value. If it is determined that it is more likely than not that the reporting unit’s fair value is less than its carrying value or when the quantitative approach is used, a two-step quantitative assessment is performed to (a) calculate the fair value of the reporting unit and compare it to its carrying value, and (b) if the carrying value exceeds its fair value, to measure an impairment loss.

PJT Partners’ intangible assets are derived from customer relationships. Identifiable finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives of fifteen years, reflecting the average time over which such relationships are expected to contribute to cash flows. Amortization expense is included within Depreciation and Amortization in the Condensed Combined Statements of Operations. The Company does not hold any indefinite-lived intangible assets. Intangible assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Furniture, Equipment and Leasehold Improvements, Net consist primarily of leasehold improvements, furniture, fixtures and equipment and computer hardware and are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the assets’ estimated useful economic lives, which for leasehold improvements are the lesser of the lease terms or the life of the asset, generally ten to fifteen years, and five to seven years for other fixed assets. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Depreciation and amortization are included in Depreciation and Amortization in the Condensed Combined Statements of Operations.

In the normal course of business, the Company may enter into transactions not denominated in U.S. dollars. Foreign exchange gains and losses arising on such transactions are recorded in Interest Income and Other in the Condensed Combined Statements of Operations. In addition, the Company combines a number of businesses that have a non-U.S. dollar functional currency. Non-U.S. dollar denominated assets and liabilities are translated to U.S. dollars at the exchange rate prevailing at the reporting date and income, expenses, gains and losses are translated at the prevailing exchange rate on the dates they were recorded. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated operations are recorded in Other Comprehensive Income.

Comprehensive Income consists of Net Income and Other Comprehensive Income. The Company’s Other Comprehensive Income is comprised of foreign currency cumulative translation adjustments.

Certain employees of PJT Partners participated in Parent’s equity-based compensation plans. Equity-based compensation expense related to these plans is based upon specific identification of cost related to PJT Partners’ employees. PJT Partners also receives allocated equity-based compensation expense associated with Parent employees of central support functions. Compensation and Benefits consists of (a) employee compensation, comprising salary and bonus, and benefits paid and payable to employees and partners, and (b) equity-based compensation associated with the grants of equity-based awards to employees and partners. Compensation cost relating to the issuance of equity-based awards with a requisite service period to partners and employees is measured at fair value at the grant date, taking into consideration expected forfeitures, and expensed over the vesting period on a straight-line basis. Equity-based awards that do not require future service are expensed immediately. Cash settled equity-based awards are classified as liabilities and are remeasured at the end of each reporting period.

In certain instances, PJT Partners may grant equity-based awards containing both a service and a market condition. The effect of the market condition is reflected in the grant date fair value of the award. Compensation cost is recognized for an award with a market condition over the requisite service period, provided that the requisite service period is completed, irrespective of whether the market condition is satisfied. If a recipient terminates employment before completion of the derived service period, any compensation cost previously recognized is reversed unless the market condition has been satisfied prior to termination. If the market condition has been satisfied prior to termination, the remaining unrecognized compensation cost is accelerated.

The Company’s operations have historically been included in Parent subsidiaries’ income tax returns, except for certain entities that are classified as partnerships for U.S. tax purposes. For purposes of the condensed combined financial statements, PJT Partners income tax expense and deferred tax balances have been presented on a separate company basis as if the Company filed income tax returns on a standalone basis separate from Parent. As a standalone entity, PJT Partners’ deferred taxes and effective tax rate may differ from those in the historical periods.

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The effects of tax adjustments and settlements from taxing authorities are presented in PJT Partners’ condensed combined financial statements in the period to which they relate as if the Company were a separate tax filer. The Company recognizes the current and deferred tax consequences of all transactions that have been recognized in the condensed combined financial statements using the provisions of enacted tax laws.

PJT Partners and certain of their subsidiaries operate in the U.S. as partnerships for U.S. Federal income tax purposes and generally as corporate entities in non-U.S. jurisdictions. Accordingly, these entities in some cases are subject to New York City unincorporated business taxes or non-U.S. income taxes. Certain entities that are classified as partnerships for U.S. tax purposes filed income tax returns on a separate company basis.

Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current tax liabilities are recorded within Taxes Payable in the Condensed Combined Statements of Financial Condition.

PJT Partners analyzes its tax filing positions in all of the U.S. Federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. PJT Partners records uncertain tax positions on the basis of a two-step process: (a) a determination is made whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position, and (b) those tax positions that meet the more-likely-than-not threshold are recognized as the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority. PJT Partners recognizes accrued interest and penalties related to uncertain tax positions in Other Expenses in the Condensed Combined Statements of Operations.

PJT Partners considers its partners, employees, Parent, Parent funds and the portfolio companies of the Parent funds to be affiliates.

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 in the combined financial results.

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

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 common units of partnership interest in PJT Partners Holdings LP (“Partnership Units”) that, subject to certain terms and conditions, are redeemable at the option of the holder for cash, or, at PJT Partners Holdings LP’s election, for shares of PJT Partners Inc.’s Class A common stock on a one-for-one basis.

On October 1, 2015, prior to the distribution, PJT Partners Holdings LP acquired all of the outstanding equity interests in PJT Capital LP. In connection with the acquisition, Mr. Taubman and the other selling holders of equity interests in PJT Capital LP received unvested Partnership Units in PJT Partners Holdings LP.

On October 1, 2015, following the internal reorganization and the acquisition, Parent distributed on a pro rata basis to its common unitholders, all of the issued and outstanding Class A common stock of PJT Partners Inc. held by it.

Following the spin-off, PJT Partners Inc. became a holding company and its sole asset is its controlling equity interest in PJT Partners Holdings LP. 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. Following the spin-off, the ownership interest of the limited partners of PJT Partners Holdings LP is reflected as a redeemable non-controlling interest in PJT Partners Inc.’s consolidated financial statements.

Following the spin-off, the limited partners of PJT Partners Holdings LP also hold all issued and outstanding shares of the Class B common stock of PJT Partners Inc. The shares of Class B common stock will have no economic rights but will entitle the holder, without regard to the number of shares of Class B common stock held, to a number of votes that is equal to the aggregate number of vested and unvested Partnership Units of PJT Partners Holdings LP held by such holder on all matters presented to stockholders of PJT Partners Inc. other than director elections and removals. Shares of Class B common stock initially entitle holders to only one vote per share in the election and removal of directors of PJT Partners Inc. In certain circumstances provided in PJT Partners Inc.’s certificate of incorporation, however, all or a portion of the voting power of any share of Class B common stock may become entitled to vote on all matters on which stockholders are entitled to vote generally, including the election and removal of directors of PJT Partners Inc. The voting power on applicable matters afforded to holders of Partnership Units by their shares of Class B common stock is automatically and correspondingly reduced as they exchange Partnership Units for cash or for shares of Class A common stock of PJT Partners Inc. pursuant to the exchange agreement. If at any time the ratio at which Partnership Units are exchangeable for shares of Class A common stock of PJT Partners Inc. changes from one-for-one, the number of votes to which Class B common stockholders are entitled on applicable matters will be adjusted accordingly. Holders of shares of PJT Partners Inc.’s Class B common stock will vote together with holders of PJT Partners Inc.’s Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.

The following unaudited pro forma financial information presented on the Combined Statements of Operations for the three and nine months ended September 30, 2015 is based on PJT Partners’ historical financial statements as adjusted to reflect the internal reorganization described above.

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

The pro forma combined statements of operations do not reflect the effects of the business combination with PJT Capital LP, which occurred on October 1, 2015.

	Three Months		Nine Months
	Ended		Ended
	September 30,		September 30,
	2015		2015
Income Before Provision for Taxes	$	43,861	$	22,733
Pro Forma Provision for Taxes (a)		15,763		10,711
Pro Forma Net Income		28,098		12,022
Pro Forma Net Income Attributable to Redeemable Non-Controlling Interests (b)		15,470		7,051
Pro Forma Net Income Attributable to PJT Partners	$	12,628	$	4,971

Net Income per Share of Class A Common Stock
Basic	$	0.67	$	0.26
Diluted	$	0.67	$	0.26

Weighted-Average Shares of Class A Common Stock Outstanding
Basic		18,872,343		18,831,337
Diluted		18,915,975		18,907,457

Following the spin-off, PJT Partners Inc. became subject to U.S. Federal income taxes, in addition to state and local taxes with respect to the allocable share of any net taxable income of PJT Partners Holdings LP, which will result in higher income taxes. As a result, the Unaudited Pro Forma Combined Statement of Operations reflects an adjustment to the provision for income taxes to reflect effective rates below. These effective rates have been determined as if PJT Partners filed separate, standalone income tax returns after giving effect to the reorganization described elsewhere in this filing and calculate PJT Partners’ Provision for Taxes. The following tables reconcile PJT Partners’ pro forma effective tax rate to the U.S. Federal statutory rate and calculate PJT Partners’ Provision for Taxes:

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Partnership Units in PJT Partners Holdings LP are exchangeable at the option of the holder for cash, or, at PJT Partners’ election, for shares of Class A common stock on a one-for-one basis. The election to exchange Partnership Units is entirely within the control of the Partnership Unitholder, although PJT Partners retains the sole option to determine whether to settle the exchange in either cash or shares of Class A common stock. A non-controlling interest with redemption features not solely within PJT Partners’ control is considered a redeemable non-controlling interest and will be presented separately from Equity in the statement of financial condition subsequent to the reorganization and separation from Blackstone.

The corporate tax provision attributable to PJT Partners Inc. is allocated solely to PJT Partners Inc. The pro forma Net Income is split as follows:

	Three Months			Nine Months
	Ended			Ended
	September 30,			September 30,
	2015			2015
Income Before Provision for Taxes	$	43,861		$	22,733
Tax Provision Attributable to All Shareholders		1,883			3,571
Net Income Attributable to All Shareholders		41,978			19,162
Redeemable Non-Controlling Interests Percentage		36.6	%		36.8	%
Net Income Attributable to Redeemable Non-Controlling Interests	$	15,470		$	7,051

Net Income Attributable to All Shareholders		41,978			19,162
Controlling Interests Percentage		63.4	%		63.2	%
Tax Provision Attributable Solely to PJT Partners Inc.		13,880			7,140
Net Income Attributable to PJT Partners Inc.	$	12,628		$	4,971

Included in Accounts Receivable and Receivable from Affiliates are long-term receivables of $46.3 million and $66.0 million as of September 30, 2015 and December 31, 2014, respectively, related to placement fees that are generally paid in installments over a period of three to four years. Of these amounts, $3.4 million and $5.1 million relate to long-term receivables with affiliates as of September 30, 2015 and December 31, 2014, respectively. The carrying value of such long-term receivables approximates fair value. Long-term receivables are classified as Level II in the fair value hierarchy.

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

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, 2015 and December 31, 2014 were $5.3 million and $1.1 million, respectively. Long-term receivables from affiliates which were more than 90 days past due as of September 30, 2015 and December 31, 2014 were $0.6 million and $0.2 million, respectively.

Changes in the allowance for doubtful accounts related to long-term receivables are presented below:

The carrying value of goodwill was $68.9 million as of September 30, 2015 and December 31, 2014. As of September 30, 2015 and December 31, 2014, the Company’s assessment did not result in any impairment of goodwill.

At September 30, 2015, the Company performed an assessment of its intangible assets and determined that impairment indicators existed regarding certain customer relationship intangible assets established at the time of Blackstone’s initial public offering. The Company concluded there were no future cash flows associated with these intangible assets; therefore, the fair value was zero. As a result, the Company recorded an impairment charge of $6.0 million during the three and nine months ended September 30, 2015 to fully impair these intangible assets, which is included in Depreciation and Amortization in the Condensed Combined Statements of Operations.

Amortization expense was $6.6 million and $7.9 million for the three and nine months ended September 30, 2015, respectively, and $0.7 million and $2.0 million for the three and nine months ended September 30, 2014, respectively.

Amortization of Intangible Assets held at September 30, 2015 is expected to be $8.4 million for the year ending December 31, 2015 and $1.8 million for each of the years ending December 31, 2016, 2017, 2018 and 2019. The intangible assets as of September 30, 2015 are expected to amortize over a weighted-average period of 6.7 years.

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

Depreciation expense, including Parent allocations, was $1.2 million and $2.9 million for the three and nine months ended September 30, 2015, respectively, and $1.1 million and $4.1 million for the three and nine months ended September 30, 2014, respectively, and was included in Depreciation and Amortization in the Condensed Combined Statements of Operations.

PJT Partners income taxes were calculated on a separate tax return basis, although PJT Partners’ operations have historically been included in Parent’s U.S. Federal, state and foreign tax returns. As a standalone entity, PJT Partners’ deferred taxes and effective tax rate may differ from those in the historical periods.

PJT’s effective tax rate was 4.5% and -4.1% for the three months ended September 30, 2015 and 2014, respectively, and 17.5% and -3.2% for the nine months ended September 30, 2015 and 2014, respectively. PJT’s income tax provision was $2.0 million and $0.6 million for the three months ended September 30, 2015 and 2014, respectively, and $4.0 million and $1.5 million for the nine months ended September 30, 2015 and 2014, respectively.

PJT’s effective tax rate for the three and nine months ended September 30, 2015 and 2014 was substantially due to the following: (a) certain corporate subsidiaries are subject to federal, state, local and foreign income taxes as applicable and other subsidiaries are subject to New York City unincorporated business taxes, and (b) a portion of compensation charges are not deductible for tax purposes.

Until the consummation of the spin-off, existing PJT Partners employees participated in Parent’s equity compensation plans. The equity-based compensation expense recorded by PJT Partners, for the periods presented, includes the expense associated with the employees historically attributable to PJT Partners’ operations. As the equity-based compensation plans are Parent’s plans, the amounts have been recognized within Parent Company Investment and Due from Blackstone in the Condensed Combined Statements of Financial Condition.

Parent has granted equity-based compensation awards to the Company’s partners, non-partner professionals, non-professionals and selected external advisers under the Partnership’s 2007 Equity Incentive Plan (the “Equity Plan”), the majority of which to date were granted in connection with Parent’s IPO. The Equity Plan allows for the granting of options, unit appreciation rights or other unit-based awards (units, restricted units, restricted common units, deferred restricted common units, phantom restricted common units or other unit-based awards based in whole or in part on the fair value of the Parent common units or Parent Holdings Partnership Units) which may contain certain service or performance requirements. As of January 1, 2015, the Parent had the ability to grant 165,943,809 units under the Equity Plan.

(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)

For the three and nine months ended September 30, 2015, the Company recorded compensation expense of $4.4 million and $44.9 million, respectively, excluding Parent allocations, in relation to its equity-based awards with corresponding tax benefits of $27 and $0.1 million, respectively. For the three and nine months ended September 30, 2014, the Company recorded compensation expense of $17.5 million and $67.6 million, respectively, excluding Parent allocations, in relation to its equity-based awards with corresponding tax benefits of $0.1 million and $0.3 million, respectively.

As of September 30, 2015, there was $43.1 million of estimated unrecognized compensation expense related to unvested awards. This cost is expected to be recognized over a weighted-average period of 2.7 years.

Total vested and unvested outstanding units, including Parent common units, Parent Holdings Partnership Units and deferred restricted common units, were 16,164,782 as of September 30, 2015. There were no outstanding unvested phantom units as of September 30, 2015.

A summary of the status of the Company’s unvested equity-based awards as of September 30, 2015 and of changes during the period January 1, 2015 through September 30, 2015 is presented below:


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

Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	o

		Page
PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	2

PJT Partners Inc.:

	Statements of Financial Condition as of September 30, 2015 and December 31, 2014	2

	Notes to Statements of Financial Condition	3

PJT Partners*:

	Unaudited Condensed Combined Financial Statements—September 30, 2015 and 2014:

	Condensed Combined Statements of Financial Condition as of September 30, 2015 and December 31, 2014	5

	Condensed Combined Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2014	6

	Condensed Combined Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2015 and 2014	7

	Condensed Combined Statements of Changes in Parent Company Equity for the Nine Months Ended September 30, 2015 and 2014	8

	Condensed Combined Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014	9

	Notes to Condensed Combined Financial Statements	10

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	41

ITEM 4.	CONTROLS AND PROCEDURES	42

PART II.	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	43

ITEM 1A.	RISK FACTORS	43

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	43

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	43

ITEM 4.	MINE SAFETY DISCLOSURES	43

ITEM 5.	OTHER INFORMATION	43

ITEM 6.	EXHIBITS	44

SIGNATURES		45

	Three Months			Nine Months
	Ended			Ended
	September 30,			September 30,
	2015			2015
Statutory U.S. Federal Income Tax Rate		35.0	%		35.0	%
Income Passed Through to Redeemable Non-Controlling Interest Holders		-12.6	%		-12.2	%
Foreign Income Taxes		0.1	%		1.1	%
State and Local Income Taxes		8.0	%		16.7	%
Compensation		2.1	%		-0.3	%
Other		3.3	%		6.8	%
Effective Income Tax Rate		35.9	%		47.1	%

	September 30,			December 31,
	2015			2014
Office Equipment	$	5,204		$	2,904
Leasehold Improvements		40,354			10,066
Furniture and Fixtures		11,112			4,434
Less: Accumulated Depreciation		(14,880	)		(12,293	)
Furniture, Equipment and Leasehold Improvements, Net	$	41,790		$	5,111

	Nine Months
	Ended			Year Ended
	September 30,			December 31,
	2015			2014
Balance, Beginning of Period	$	392		$	1,621
Allowance Recovery		(392	)		(1,229	)
Balance, End of Period	$	—		$	392