Business Combinations

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

Business Combinations

4. 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 Consolidated and Combined Statement of Operations for the year ended December 31, 2015.

The following table summarizes the allocation of the purchase price for PJT Capital LP at the acquisition date as well as measurement period adjustments recorded:

	October 1, 2015		Measurement Period Adjustments			December 31, 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 consisted of PJT Capital LP’s backlog of client assignments that existed at the time of the acquisition and trade name was based, in part, on a valuation using an income approach or market approach and has been included in Intangible Assets, Net in the 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 useful lives of the assets over periods ranging between one and ten years.

The Consolidated and Combined Statement of Operations for the year ended December 31, 2015 included the results of PJT Capital LP from the date of acquisition, October 1, 2015, through December 31, 2015. Supplemental information on an unaudited pro forma basis, as if the acquisition had been consummated as of January 1, 2014 is as follows:

	Year Ended December 31,
	2015			2014
Total Revenues	$	430,086		$	411,073
Loss Before Provision for Taxes	$	(29,102	)	$	(296	)
Loss Attributable to PJT Partners Inc.	$	(11,616	)	$	(3,478	)

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 have been 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 18 months. In connection with the transaction, the Company acquired $1.3 million of customer mandates and $0.2 million of other assets and liabilities, net.