QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission File Number: 001-36869
PJT Partners Inc.
(Exact name of registrant as specified in its charter)
Delaware
36-4797143
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
280 Park Avenue
New York, New York10017
(Address of principal executive offices)(Zip Code)
(212)364-7800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A common stock, par value $0.01 per share
PJT
New York Stock Exchange
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.
Large Accelerated Filer
☒
Accelerated Filer
☐
Non-Accelerated Filer
☐
Smaller Reporting Company
☐
Emerging Growth Company
☐
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 July 28, 2025, there were 24,304,975 shares of Class A common stock, par value $0.01 per share, and 128 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. (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 our former Parent’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 and consolidates the financial results 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.
Forward-Looking Statements
Certain material presented herein contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (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) cyber attacks, security vulnerabilities and internet disruptions, including breaches of data security and privacy leaks, data loss and business interruptions; (c) failures of our computer systems or communication systems, including as a result of a catastrophic event and the use of remote environments; (d) the impact of catastrophic events, including business disruptions, pandemics, reductions in employment and an increase in business failures on (1) the U.S. and the global economy and (2) our employees and our ability to provide services to our clients and respond to their needs; (e) the failure of third-party service providers to perform their functions; and (f) volatility in the political and economic environment, including as a result of inflation, changes to international trade policies, elevated interest rates, and geopolitical and military conflicts.
2
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, 2024, 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.
Website Disclosure
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. 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.
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PJT Partners Inc.
Condensed Consolidated Statements of Financial Condition (Unaudited)
(Dollars in Thousands, Except Share and Per Share Data)
June 30, 2025
December 31, 2024
Assets
Cash and Cash Equivalents
$
214,615
$
483,877
Investments (at fair value)
103,767
62,912
Accounts Receivable (net of allowance for credit losses of $5,192 and $2,525 at June 30, 2025 and December 31, 2024, respectively)
358,954
320,783
Intangible Assets, Net
10,159
13,033
Goodwill
191,614
191,614
Furniture, Equipment and Leasehold Improvements, Net
33,055
22,137
Operating Lease Right-of-Use Assets
346,282
312,903
Other Assets
164,135
142,892
Deferred Tax Asset, Net
88,817
85,183
Total Assets
$
1,511,398
$
1,635,334
Liabilities and Equity
Accrued Compensation and Benefits
$
156,739
$
299,255
Accounts Payable, Accrued Expenses and Other Liabilities
39,986
33,624
Operating Lease Liabilities
414,659
354,520
Amount Due Pursuant to Tax Receivable Agreement
33,470
29,343
Taxes Payable
6,582
7,353
Deferred Revenue
11,360
9,596
Total Liabilities
662,796
733,691
Commitments and Contingencies
Equity
Class A Common Stock, par value $0.01 per share (3,000,000,000 shares authorized; 35,917,664 and 34,032,059 issued at June 30, 2025 and December 31, 2024, respectively; 24,302,755 and 23,688,184 outstanding at June 30, 2025 and December 31, 2024, respectively)
359
340
Class B Common Stock, par value $0.01 per share (1,000,000 shares authorized; 128 issued and outstanding at June 30, 2025; 125 issued and outstanding at December 31, 2024)
—
—
Additional Paid-In Capital
779,851
688,702
Retained Earnings
303,159
228,594
Accumulated Other Comprehensive Income (Loss)
3,532
(1,661
)
Treasury Stock at Cost (11,614,909 and 10,343,875 shares at June 30, 2025 and December 31, 2024, respectively)
(919,462
)
(728,962
)
Total PJT Partners Inc. Equity
167,439
187,013
Non-Controlling Interests
681,163
714,630
Total Equity
848,602
901,643
Total Liabilities and Equity
$
1,511,398
$
1,635,334
See notes to condensed consolidated financial statements.
4
PJT Partners Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in Thousands, Except Share and Per Share Data)
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Revenues
Advisory Fees
$
354,521
$
307,082
$
636,708
$
595,763
Placement Fees
43,219
46,873
79,250
81,362
Interest Income and Other
9,144
6,226
15,457
12,449
Total Revenues
406,884
360,181
731,415
689,574
Expenses
Compensation and Benefits
276,834
250,326
497,976
479,254
Occupancy and Related
14,865
12,107
28,773
24,268
Travel and Related
11,445
9,055
22,608
18,156
Professional Fees
9,065
8,780
16,436
17,129
Communications and Information Services
9,716
8,577
18,876
16,437
Depreciation and Amortization
3,282
3,112
6,494
6,610
Other Expenses
5,198
3,825
11,195
9,418
Total Expenses
330,405
295,782
602,358
571,272
Income Before Provision (Benefit) for Taxes
76,479
64,399
129,057
118,302
Provision (Benefit) for Taxes
15,041
11,368
(6,544
)
11,899
Net Income
61,438
53,031
135,601
106,403
Net Income Attributable to Non-Controlling Interests
28,538
24,715
48,685
45,464
Net Income Attributable to PJT Partners Inc.
$
32,900
$
28,316
$
86,916
$
60,939
Net Income Per Share of Class A Common Stock
Basic
$
1.27
$
1.12
$
3.38
$
2.39
Diluted
$
1.21
$
1.06
$
3.21
$
2.29
Weighted-Average Shares of Class A Common Stock Outstanding
Basic
25,835,812
25,376,186
25,681,563
25,533,358
Diluted
43,440,009
43,091,718
43,951,488
43,427,605
See notes to condensed consolidated financial statements.
5
PJT Partners Inc.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(Dollars in Thousands)
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Net Income
$
61,438
$
53,031
$
135,601
$
106,403
Other Comprehensive Income (Loss), Net of Tax — Currency Translation Adjustment
6,402
(9
)
9,685
(975
)
Comprehensive Income
67,840
53,022
145,286
105,428
Less:
Comprehensive Income Attributable to Non- Controlling Interests
31,506
24,711
53,177
45,018
Comprehensive Income Attributable to PJT Partners Inc.
$
36,334
$
28,311
$
92,109
$
60,410
See notes to condensed consolidated financial statements.
6
PJT Partners Inc.
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(Dollars in Thousands, Except Share Data)
Shares
Accumulated
Class A
Class B
Class A
Class B
Additional
Other
Non-
Common
Common
Treasury
Common
Common
Paid-In
Retained
Comprehensive
Treasury
Controlling
Stock
Stock
Stock
Stock
Stock
Capital
Earnings
Income
Stock
Interests
Total
Balance at March 31, 2025
35,905,954
131
(11,145,791
)
$
359
$
—
$
728,120
$
276,351
$
98
$
(856,100
)
$
675,484
$
824,312
Net Income
—
—
—
—
—
—
32,900
—
—
28,538
61,438
Other Comprehensive Income
—
—
—
—
—
—
—
3,434
—
2,968
6,402
Dividends Declared ($0.25 Per Share of Class A Common Stock)
—
—
—
—
—
—
(6,092
)
—
—
—
(6,092
)
Tax Distributions
—
—
—
—
—
—
—
—
—
(597
)
(597
)
Equity-Based Compensation
—
—
—
—
—
44,755
—
—
—
4,692
49,447
Net Share Settlement
—
—
—
—
—
(300
)
—
—
—
—
(300
)
Deliveries of Vested Shares of Class A Common Stock
11,710
—
—
—
—
—
—
—
—
—
—
Change in Ownership Interest
—
(3
)
—
—
—
7,276
—
—
—
(29,922
)
(22,646
)
Treasury Stock Purchases
—
—
(469,118
)
—
—
—
—
—
(63,362
)
—
(63,362
)
Balance at June 30, 2025
35,917,664
128
(11,614,909
)
$
359
$
—
$
779,851
$
303,159
$
3,532
$
(919,462
)
$
681,163
$
848,602
Shares
Accumulated
Class A
Class B
Class A
Class B
Additional
Other
Non-
Common
Common
Treasury
Common
Common
Paid-In
Retained
Comprehensive
Treasury
Controlling
Stock
Stock
Stock
Stock
Stock
Capital
Earnings
Income (Loss)
Stock
Interests
Total
Balance at December 31, 2024
34,032,059
125
(10,343,875
)
$
340
$
—
$
688,702
$
228,594
$
(1,661
)
$
(728,962
)
$
714,630
$
901,643
Net Income
—
—
—
—
—
—
86,916
—
—
48,685
135,601
Other Comprehensive Income
—
—
—
—
—
—
—
5,193
—
4,492
9,685
Dividends Declared ($0.50 Per Share of Class A Common Stock)
—
—
—
—
—
—
(12,351
)
—
—
—
(12,351
)
Tax Distributions
—
—
—
—
—
—
—
—
—
(597
)
(597
)
Equity-Based Compensation
—
—
—
—
—
124,516
—
—
—
13,734
138,250
Net Share Settlement
—
—
—
—
—
(54,190
)
—
—
—
—
(54,190
)
Deliveries of Vested Shares of Class A Common Stock
1,885,605
—
—
19
—
(19
)
—
—
—
—
—
Change in Ownership Interest
—
3
—
—
—
20,842
—
—
—
(99,781
)
(78,939
)
Treasury Stock Purchases
—
—
(1,271,034
)
—
—
—
—
—
(190,500
)
—
(190,500
)
Balance at June 30, 2025
35,917,664
128
(11,614,909
)
$
359
$
—
$
779,851
$
303,159
$
3,532
$
(919,462
)
$
681,163
$
848,602
(continued)
See notes to condensed consolidated financial statements.
7
PJT Partners Inc.
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(Dollars in Thousands, Except Share Data)
Shares
Accumulated
Class A
Class B
Class A
Class B
Additional
Other
Non-
Common
Common
Treasury
Common
Common
Paid-In
Retained
Comprehensive
Treasury
Controlling
Stock
Stock
Stock
Stock
Stock
Capital
Earnings
(Loss)
Stock
Interests
Total
Balance at March 31, 2024
33,641,330
136
(9,250,628
)
$
336
$
—
$
630,335
$
144,728
$
(991
)
$
(599,803
)
$
653,586
$
828,191
Net Income
—
—
—
—
—
—
28,316
—
—
24,715
53,031
Other Comprehensive Loss
—
—
—
—
—
—
—
(5
)
—
(4
)
(9
)
Dividends Declared ($0.25 Per Share of Class A Common Stock)
—
—
—
—
—
—
(5,984
)
—
—
—
(5,984
)
Tax Distributions
—
—
—
—
—
—
—
—
—
(5,387
)
(5,387
)
Equity-Based Compensation
—
—
—
—
—
40,542
—
—
—
5,885
46,427
Net Share Settlement
—
—
—
—
—
(888
)
—
—
—
—
(888
)
Deliveries of Vested Shares of Class A Common Stock
43,848
—
—
1
—
(1
)
—
—
—
—
—
Change in Ownership Interest
—
(2
)
—
—
—
(46,680
)
—
—
—
35,178
(11,502
)
Treasury Stock Purchases
—
—
(585,247
)
—
—
—
—
—
(56,109
)
—
(56,109
)
Balance at June 30, 2024
33,685,178
134
(9,835,875
)
$
337
$
—
$
623,308
$
167,060
$
(996
)
$
(655,912
)
$
713,973
$
847,770
Shares
Accumulated
Class A
Class B
Class A
Class B
Additional
Other
Non-
Common
Common
Treasury
Common
Common
Paid-In
Retained
Comprehensive
Treasury
Controlling
Stock
Stock
Stock
Stock
Stock
Capital
Earnings
(Loss)
Stock
Interests
Total
Balance at December 31, 2023
32,356,489
144
(8,171,050
)
$
324
$
—
$
619,702
$
118,332
$
(467
)
$
(493,222
)
$
616,495
$
861,164
Net Income
—
—
—
—
—
—
60,939
—
—
45,464
106,403
Other Comprehensive Loss
—
—
—
—
—
—
—
(529
)
—
(446
)
(975
)
Dividends Declared ($0.50 Per Share of Class A Common Stock)
—
—
—
—
—
—
(12,211
)
—
—
—
(12,211
)
Tax Distributions
—
—
—
—
—
—
—
—
—
(5,387
)
(5,387
)
Equity-Based Compensation
—
—
—
—
—
106,855
—
—
—
12,390
119,245
Net Share Settlement
—
—
—
—
—
(27,841
)
—
—
—
—
(27,841
)
Deliveries of Vested Shares of Class A Common Stock
1,328,689
—
—
13
—
(13
)
—
—
—
—
—
Change in Ownership Interest
—
(10
)
—
—
—
(75,395
)
—
—
—
45,457
(29,938
)
Treasury Stock Purchases
—
—
(1,664,825
)
—
—
—
—
—
(162,690
)
—
(162,690
)
Balance at June 30, 2024
33,685,178
134
(9,835,875
)
$
337
$
—
$
623,308
$
167,060
$
(996
)
$
(655,912
)
$
713,973
$
847,770
See notes to condensed consolidated financial statements.
8
PJT Partners Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Thousands)
Six Months Ended June 30,
2025
2024
Operating Activities
Net Income
$
135,601
$
106,403
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Equity-Based Compensation Expense
138,250
119,245
Depreciation and Amortization Expense
6,494
6,610
Amortization of Operating Lease Right-of-Use Assets
8,862
7,899
Provision for Credit Losses
2,679
4,627
Other
(5,234
)
651
Cash Flows Due to Changes in Operating Assets and Liabilities
Accounts Receivable
(32,697
)
(86,137
)
Other Assets
522
705
Accrued Compensation and Benefits
(147,730
)
(5,375
)
Accounts Payable, Accrued Expenses and Other Liabilities
7,033
(420
)
Taxes Payable
(1,117
)
(965
)
Deferred Revenue
1,825
1,532
Net Cash Provided by Operating Activities
114,488
154,775
Investing Activities
Purchases of Investments
(81,848
)
(185,460
)
Proceeds from Sales and Maturities of Investments
42,526
80,221
Purchases of Furniture, Equipment and Leasehold Improvements
(13,500
)
(955
)
Net Cash Used in Investing Activities
(52,822
)
(106,194
)
Financing Activities
Dividends
(12,351
)
(12,211
)
Tax Distributions
(597
)
(5,387
)
Employee Taxes Paid for Shares Withheld
(54,190
)
(27,841
)
Cash-Settled Exchanges of Partnership Units
(81,252
)
(30,282
)
Treasury Stock Purchases
(190,500
)
(162,538
)
Payments Pursuant to Tax Receivable Agreement
(410
)
(509
)
Net Cash Used in Financing Activities
(339,300
)
(238,768
)
Effect of Exchange Rate Changes on Cash and Cash Equivalents
8,372
(1,153
)
Net Decrease in Cash and Cash Equivalents
(269,262
)
(191,340
)
Cash and Cash Equivalents, Beginning of Period
483,877
355,543
Cash and Cash Equivalents, End of Period
$
214,615
$
164,203
Supplemental Disclosure of Cash Flows Information
Payments for Income Taxes, Net of Refunds Received
$
8,082
$
3,181
See notes to condensed consolidated financial statements.
9
PJT Partners Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)
1.
ORGANIZATION
PJT Partners Inc. and its consolidated subsidiaries (the “Company” or “PJT Partners”) offer a unique portfolio of advisory and placement services designed to help clients achieve their strategic objectives.
On October 1, 2015, Blackstone Inc. (the “former Parent”) 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 the former Parent 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.”
PJT Partners Inc. is 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 June 30, 2025, the non-controlling interest of PJT Partners Holdings LP was 38.5%. 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 operating subsidiaries. The Company operates through the following subsidiaries: PJT Partners LP, PJT Partners (UK) Limited, PJT Partners (HK) Limited, PJT Partners Park Hill (Spain) A.V., S.A.U., PJT Partners (Germany) GmbH, PJT Partners (France) SAS, PJT Partners Japan K.K., deNovo Corporate Advisors MENA LLC (“deNovo MENA”), PJT deNovo Partners Ltd (“deNovo DIFC”), and deNovo Partners Finance (collectively with deNovo MENA and deNovo DIFC, “deNovo Partners”).
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company prepared the accompanying condensed consolidated financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and the instructions to Form 10-Q. The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated 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 financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Intercompany transactions have been eliminated for all periods presented.
For a comprehensive disclosure of the Company’s significant accounting policies, see Note 2. “Summary of Significant Accounting Policies” in the “Notes to Consolidated 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, 2024.
Cash, Cash Equivalents and Investments
Cash and Cash Equivalents include (i) highly liquid money market funds, (ii) short-term interest bearing and non-interest bearing accounts, and (iii) short-term investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. Cash and Cash Equivalents are maintained in U.S. and non-U.S. bank accounts. Also included in Cash and Cash Equivalents are amounts held in bank accounts that are subject to advance notification to withdraw, which totaled $11.8 million and $10.7 million as of June 30, 2025 and December 31, 2024, respectively.
Treasury securities with original maturities greater than three months when purchased are classified as Investments in the Condensed Consolidated Statements of Financial Condition.
10
PJT Partners Inc.
Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)
Reclassifications
Certain balances on the Condensed Consolidated Statements of Operations in the prior period have been reclassified to conform to their current presentation. For the three and six months ended June 30, 2024, this resulted in a reclassification of $3.3 million and $6.4 million, respectively, from Other Expenses to Communications and Information Services. This reclassification had no impact on net income or Condensed Consolidated Statements of Financial Condition.
Recent Accounting Developments
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09, Improvement to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 provides guidance to enhance existing income tax disclosures related to the effective tax rate reconciliation and income taxes paid. The guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact that adoption will have on its condensed consolidated financial statements.
In November 2024, the FASB issued Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 primarily requires enhanced disclosures about certain types of expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact that adoption will have on its condensed consolidated financial statements.
3.
REVENUES FROM CONTRACTS WITH CUSTOMERS
The following table provides a disaggregation of revenues recognized from contracts with customers for the three and six months ended June 30, 2025 and 2024:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Advisory Fees
$
354,521
$
307,082
$
636,708
$
595,763
Placement Fees
43,219
46,873
79,250
81,362
Interest Income from Placement Fees and Other
3,364
4,126
7,063
8,041
Revenues from Contracts with Customers
$
401,104
$
358,081
$
723,021
$
685,166
Performance Obligations
As of June 30, 2025, the aggregate amount of the transaction price allocated to performance obligations yet to be satisfied was $36.2 million and the Company generally expects to recognize this revenue within the next twelve months. Such amounts relate to the Company’s performance obligations of providing advisory and placement services.
The Company recognized revenue of $5.7 million and $14.5 million for the three and six months ended June 30, 2025, respectively, and $9.3 million and $16.6 million for the three and six months ended June 30, 2024, respectively, related to performance obligations that were fully satisfied in prior periods, primarily due to constraints on variable consideration in prior periods being resolved. The majority of revenues recognized by the Company during the three and six months ended June 30, 2025 and 2024 were predominantly related to performance obligations that were partially satisfied in prior periods.
Contract Balances
There were no significant impairments related to contract balances during the three and six months ended June 30, 2025 and 2024.
11
PJT Partners Inc.
Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)
For the six months ended June 30, 2025 and 2024, $7.0 million and $9.1 million, respectively, of revenue was recognized that was included in the beginning balance of Deferred Revenue, primarily related to the Company’s performance obligation of standing ready to perform. In certain contracts, the Company receives customer expense advances, which are also considered to be contract liabilities. The Company recorded $2.1 million and $1.5 million as of June 30, 2025 and December 31, 2024, respectively, in Accounts Payable, Accrued Expenses and Other Liabilities in the Condensed Consolidated Statements of Financial Condition primarily related to expense advances.
4.
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES
Changes in the allowance for credit losses consist of the following:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Beginning Balance
$
4,122
$
3,217
$
2,525
$
2,391
Provision for Credit Losses
1,074
2,646
2,679
4,627
Write-offs
(4
)
(2,542
)
(112
)
(3,697
)
Recoveries
—
250
100
250
Ending Balance
$
5,192
$
3,571
$
5,192
$
3,571
Included in Accounts Receivable, Net is accrued interest of $3.6 million and $3.7 million as of June 30, 2025 and December 31, 2024, respectively, related to placement fees.
Included in Accounts Receivable, Net are long-term receivables of $98.6 million and $88.6 million as of June 30, 2025 and December 31, 2024, respectively, related to placement fees that are generally paid in installments over a period of three to four years.
The Company does not have any long-term receivables on non-accrual status. Of receivables that originated as long-term, there were $2.3 million and $3.5 million as of June 30, 2025 and December 31, 2024, respectively, that were outstanding more than 90 days. The Company’s allowance for credit losses with respect to long-term receivables was $1.2 million and $1.1 million as of June 30, 2025 and December 31, 2024 respectively.
5.
INTANGIBLE ASSETS
Intangible Assets, Net consists of the following:
June 30, 2025
December 31, 2024
Finite-Lived Intangible Assets
Customer Relationships
$
66,376
$
66,376
Trade Name
9,900
9,900
Total Intangible Assets
76,276
76,276
Accumulated Amortization
Customer Relationships
(56,385
)
(53,846
)
Trade Name
(9,732
)
(9,397
)
Total Accumulated Amortization
(66,117
)
(63,243
)
Intangible Assets, Net
$
10,159
$
13,033
Amortization expense was $1.4 million and $2.9 million for the three and six months ended June 30, 2025, respectively, and $1.2 million and $2.5 million for the three and six months ended June 30, 2024, respectively.
Amortization of Intangible Assets held at June 30, 2025 is expected to be $2.7 million for the remainder of the year ending December 31, 2025, $4.0 million the year ending December 31, 2026, $0.7 million for each of the years
12
PJT Partners Inc.
Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)
ending December 31, 2027, 2028 and 2029. The intangible assets as of June 30, 2025 are expected to amortize over a weighted-average period of 3.5 years.
6.
FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Furniture, Equipment and Leasehold Improvements, Net consists of the following:
June 30, 2025
December 31, 2024
Leasehold Improvements
$
73,233
$
59,198
Furniture and Fixtures
17,614
17,316
Office Equipment
8,306
7,197
Total Furniture, Equipment and Leasehold Improvements
99,153
83,711
Accumulated Depreciation
(66,098
)
(61,574
)
Furniture, Equipment and Leasehold Improvements, Net
$
33,055
$
22,137
Depreciation expense was $1.8 million and $3.6 million for the three and six months ended June 30, 2025, respectively, and $1.9 million and $4.2 million for the three and six months ended June 30, 2024, respectively.
7.
FAIR VALUE MEASUREMENTS
The following tables summarize the valuation of the Company’s investments by the fair value hierarchy:
June 30, 2025
Level I
Level II
Level III
Total
Treasury Securities
$
—
$
103,767
$
—
$
103,767
Money Market Funds
—
75,422
—
75,422
Total
$
—
$
179,189
$
—
$
179,189
December 31, 2024
Level I
Level II
Level III
Total
Treasury Securities
$
—
$
62,912
$
—
$
62,912
Money Market Funds
—
100,726
—
100,726
Total
$
—
$
163,638
$
—
$
163,638
Investments in Treasury securities were included in Investments at June 30, 2025 and December 31, 2024 in the Condensed Consolidated Statements of Financial Condition. Investments in money market funds were included in Cash and Cash Equivalents at June 30, 2025 and December 31, 2024 in the Condensed Consolidated Statements of Financial Condition.
8.
INCOME TAXES
The following table summarizes the Company’s tax position:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Income Before Provision (Benefit) for Taxes
$
76,479
$
64,399
$
129,057
$
118,302
Provision (Benefit) for Taxes
$
15,041
$
11,368
$
(6,544
)
$
11,899
Effective Income Tax Rate
19.7
%
17.7
%
-5.1
%
10.1
%
13
PJT Partners Inc.
Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)
The Company’s effective tax rate differed from the U.S. federal statutory tax rate for the three and six months ended June 30, 2025 primarily due to partnership income not being subject to U.S. corporate income taxes, state and local taxes, and permanent differences related to equity-based compensation.
The Company had no unrecognized tax benefits as of June 30, 2025.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of tax reform provisions, was signed into law in the United States. The Company is continuing to assess the impact of OBBBA and does not expect it to have a material impact on the Company’s 2025 condensed consolidated financial statements.
9.
NET INCOME PER SHARE OF CLASS A COMMON STOCK
Basic and diluted net income per share of PJT Partners Inc. Class A common stock for the three and six months ended June 30, 2025 and 2024 is presented below:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Numerator:
Net Income Attributable to Shares of Class A Common Stock — Basic
$
32,900
$
28,316
$
86,916
$
60,939
Incremental Net Income from Dilutive Securities
19,481
17,553
54,097
38,447
Net Income Attributable to Shares of Class A Common Stock — Diluted
$
52,381
$
45,869
$
141,013
$
99,386
Denominator:
Weighted-Average Shares of Class A Common Stock Outstanding — Basic
25,835,812
25,376,186
25,681,563
25,533,358
Weighted-Average Number of Incremental Shares from Unvested RSUs
2,275,124
2,191,919
2,828,065
2,334,946
Weighted-Average Number of Incremental Shares from Partnership Units
15,329,073
15,523,613
15,441,860
15,559,301
Weighted-Average Shares of Class A Common Stock Outstanding — Diluted
43,440,009
43,091,718
43,951,488
43,427,605
Net Income Per Share of Class A Common Stock
Basic
$
1.27
$
1.12
$
3.38
$
2.39
Diluted
$
1.21
$
1.06
$
3.21
$
2.29
Holders of common units of partnership interest in PJT Partners Holdings LP (“Partnership Units”) (other than PJT Partners Inc.) have the right, subject to the terms and conditions set forth in the partnership agreement of PJT Partners Holdings LP, as amended and restated, on a quarterly basis (subject to the terms of the exchange agreement, as amended), exchange all or part of their Partnership Units for PJT Partners Inc. Class A common stock on a one-for-one basis, subject to applicable vesting and transfer restrictions. If all Partnership Units were exchanged for PJT Partners Inc. Class A common stock, weighted-average PJT Partners Inc. Class A common stock outstanding would be 41,164,885 and 41,123,423 for the three and six months ended June 30, 2025, respectively, excluding unvested restricted stock units (“RSUs”). In computing the dilutive effect, if any, which the aforementioned exchange would have on net income per share, net income attributable to holders of PJT Partners Inc. 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 six months ended June 30, 2025 and 2024, there were no anti-dilutive securities.
Share Repurchase Program
On February 6, 2024, the Company announced that the Board authorized a $500 million Class A common stock repurchase program, which replaced the then-existing $200 million repurchase program authorized on April
14
PJT Partners Inc.
Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)
25, 2022. As of June 30, 2025, the Company’s remaining repurchase authorization was $87.2 million. Under the current repurchase program, which has no expiration date, shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased depend on a variety of factors, including economic and market conditions, price, and legal requirements. The repurchase program may be suspended or discontinued at any time.
During the six months ended June 30, 2025, the Company repurchased 1.3 million shares of the Company’s Class A common stock at an average price per share of $149.85, or $190.5 million in aggregate, excluding excise tax on net share repurchases, pursuant to the share repurchase program.
10.
EQUITY-BASED AND OTHER DEFERRED COMPENSATION
Overview
Further information regarding the Company’s equity-based compensation awards is described in Note 10. “Equity-Based and Other Deferred Compensation” in the “Notes to Consolidated 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, 2024.
The following table represents equity-based compensation expense and the related income tax benefit for the three and six months ended June 30, 2025 and 2024:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Equity-Based Compensation Expense
$
49,447
$
46,427
$
138,250
$
119,245
Income Tax Benefit
$
7,275
$
5,984
$
19,812
$
15,861
Restricted Stock Units
The following table summarizes activity related to unvested RSUs, including those that have fully achieved market conditions in prior periods and remain subject to service conditions, for the six months ended June 30, 2025:
Restricted Stock Units
Weighted-
Average
Grant Date
Number of
Fair Value
Units
(in dollars)
Balance, December 31, 2024
7,188,089
$
81.28
Granted
1,323,471
174.75
Dividends Reinvested on RSUs
(43,680
)
57.37
Forfeited
(32,802
)
112.74
Vested
(2,143,883
)
69.63
Balance, June 30, 2025
6,291,195
$
104.92
As of June 30, 2025, there was $372.1 million of estimated unrecognized compensation expense related to unvested RSU awards. This cost is expected to be recognized over a weighted-average period of 1.7 years. The Company assumes a forfeiture rate of 4.0% to 7.0% annually based on expected turnover and periodically reassesses this rate. The balance as of December 31, 2024 includes 909,636 RSU awards that had fully achieved market conditions with a weighted-average grant date fair value of $42.87. The weighted-average grant date fair value with respect to RSUs granted for the six months ended June 30, 2024 was $98.90. There were no RSUs granted that contained both service and market conditions for the six months ended June 30, 2024.
15
PJT Partners Inc.
Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)
Partnership Units
The following table summarizes activity related to unvested Partnership Units, including those that have fully achieved market conditions in prior periods and remain subject to service conditions, for the six months ended June 30, 2025:
Partnership Units
Weighted-
Average
Number of
Grant Date
Partnership
Fair Value
Units
(in dollars)
Balance, December 31, 2024
1,299,131
$
59.16
Granted
60,227
162.60
Vested
(273,831
)
45.44
Balance, June 30, 2025
1,085,527
$
68.36
As of June 30, 2025, there was $35.1 million of estimated unrecognized compensation expense related to unvested Partnership Units. This cost is expected to be recognized over a weighted-average period of 1.4 years. The Company assumes a forfeiture rate of 1.0% annually based on expected turnover and periodically reassesses this rate. The balance as of December 31, 2024 includes 664,655 Partnership Unit awards that had fully achieved market conditions with a weighted-average grant date fair value of $39.10. The weighted-average grant date fair value with respect to Partnership Units granted for the six months ended June 30, 2024 was $93.76. There were no Partnership Units granted that contained both service and market conditions for the six months ended June 30, 2024.
Units Expected to Vest
The following unvested units, after expected forfeitures, as of June 30, 2025, are expected to vest:
Weighted- Average
Service Period
Units
in Years
Restricted Stock Units
6,119,999
1.7
Partnership Units
1,079,033
1.4
Total Equity-Based Awards
7,199,032
1.7
Deferred Cash Compensation
The Company has periodically issued deferred cash compensation in connection with annual incentive compensation as well as other hiring or retention related awards. These awards typically vest over a period of one to four years. Compensation expense related to deferred cash awards was $11.3 million and $22.5 million for the three and six months ended June 30, 2025, respectively, and $13.7 million and $27.9 million for the three and six months ended June 30, 2024, respectively. As of June 30, 2025, there was $37.8 million of unrecognized compensation expense related to these awards. The weighted-average period over which this compensation cost is expected to be recognized is 1.4 years.
16
PJT Partners Inc.
Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)
11.
LEASES
The components of lease expense were as follows:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Operating Lease Cost
$
11,575
$
9,320
$
22,162
$
18,651
Variable Lease Cost
1,422
949
2,846
2,065
Sublease Income
(239
)
(199
)
(442
)
(403
)
Total Lease Cost
$
12,758
$
10,070
$
24,566
$
20,313
Supplemental information related to the Company’s operating leases was as follows:
Six Months Ended June 30,
2025
2024
Cash Paid for Amounts Included in Measurement of Lease Liabilities
Operating Cash Flows from Operating Leases
$
301
$
4,348
Right-of-Use Assets Obtained in Exchange for Operating Lease Liabilities
$
36,687
$
—
June 30, 2025
December 31, 2024
Weighted-Average Remaining Lease Term (in years)
14.1
14.4
Weighted-Average Discount Rate
6.9
%
6.9
%
The following is a maturity analysis of the annual undiscounted cash flows of the Company’s operating lease liabilities as of June 30, 2025:
Year Ending December 31,
2025 (July 1 through December 31)
$
16,520
2026
35,862
2027
41,950
2028
49,801
2029
49,532
Thereafter
484,821
Total Lease Payments
678,486
Less: Tenant Improvement Allowances
30,781
Less: Imputed Interest
233,046
Total
$
414,659
12.
TRANSACTIONS WITH RELATED PARTIES
Exchange Agreement
The Company has entered into an exchange agreement, as amended, 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 Third Amended and Restated Limited Partnership Agreement of PJT Partners Holdings LP (the “Partnership Agreement”), on a quarterly basis, to exchange all or part of their Partnership Units. Further, pursuant to the terms in the Partnership Agreement of PJT Partners Holdings LP, the Company may also require holders of Partnership Units who are not Service Providers (as defined in the Partnership Agreement of PJT Partners Holdings LP) to exchange such Partnership Units. The Company retains the sole option to determine whether to settle the exchange in either cash or 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.
17
PJT Partners Inc.
Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)
Further information regarding the exchange agreement is described in Note 13. “Transactions with Related Parties—Exchange Agreement” in the “Notes to Consolidated 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, 2024.
For the six months ended June 30, 2025 and 2024, certain holders of Partnership Units exchanged 0.5 million and 0.3 million Partnership Units, respectively, for cash in the amounts of $81.3 million and $30.3 million, respectively. Such amounts are recorded as a reduction of Non-Controlling Interests in the Condensed Consolidated Statements of Financial Condition.
With respect to the second quarter 2025 exchange, certain holders of Partnership Units presented the Company with 0.2 million Partnership Units for exchange. The Company elected to exchange these Partnership Units for cash at an amount to be determined by the volume-weighted average price per share of the Company’s Class A common stock on July 31, 2025 (the Exchange Date).
Registration Rights Agreement
The Company has 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 of 1933 shares of the Company’s Class A common stock delivered in exchange for Partnership Units. The registration rights agreement does not contain any penalties associated with failure to file or to maintain the effectiveness of a registration statement covering the shares owned by individuals covered by such agreement.
Tax Receivable Agreement
The Company has entered into a tax receivable agreement with the holders of Partnership Units (other than PJT Partners Inc.) that provides for the payment by PJT Partners Inc. to exchanging holders of Partnership Units of 85% of the benefits, if any, that PJT Partners Inc. is deemed to realize as a result of the increases in tax basis related to such exchanges of Partnership Units and of certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. As of June 30, 2025 and December 31, 2024, the Company had amounts due of $33.5 million and $29.3 million, respectively, pursuant to the tax receivable agreement, which represent management’s best estimate of the amounts currently expected to be owed in connection with the tax receivable agreement. Actual payments may differ significantly from estimated amounts due.
Sublease
The Company has entered into a Sublease Agreement (the “Sublease”) with Dynasty Equity Partners Management, LLC (“Dynasty”) to sublease a portion of its office space to Dynasty. K. Don Cornwell, a member of the Board, is the CEO and co-founder of Dynasty. The sublease commenced on October 1, 2022 with an initial term of two years and an option to extend for an additional year. During the third quarter of 2024, Dynasty exercised the option to extend the term of the sublease for an additional year. The rent, terms and conditions of the Sublease were consistent with those similar to subleases in the market as of the time the Sublease was entered, and the Company recognized $0.2 million and $0.4 million of sublease income for each of the three and six months ended June 30, 2025 and 2024. Such amounts are recorded in Interest Income and Other in the Condensed Consolidated Statements of Operations.
Aircraft Lease
The Company makes available to its CEO and, on occasion by exception, to other partners, including the Company’s Named Executive Officers, personal use of a company leased aircraft when it is not being used for business purposes, for which the Company is reimbursed the cost associated with such use. Such amount is not material to the condensed consolidated financial statements.
18
PJT Partners Inc.
Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)
13.
COMMITMENTS AND CONTINGENCIES
Commitments
Line of Credit
On July 29, 2024, PJT Partners Holdings LP, as borrower (the “Borrower”), entered into a syndicated revolving credit agreement (the “Credit Agreement”) and related documents with Bank of America, N.A., as the administrative agent (the “Administrative Agent”), and certain other financial institutions party thereto as lenders. The Credit Agreement provides for a revolving credit facility with aggregate principal amount of up to $100 million. Outstanding borrowings under the revolving credit facility bear interest of Secured Overnight Financing Rate plus 1.85% per annum. In connection with the closing of the Credit Agreement, the Borrower paid certain closing costs and fees. In addition, the Borrower will also pay a commitment fee on the unused portion of the revolving credit facility of 0.25% per annum, payable quarterly in arrears. The revolving credit facility will mature and the commitments thereunder will terminate on July 29, 2026, subject to extension by agreement of the Borrower and Administrative Agent.
The Credit Agreement contains usual and customary affirmative and negative covenants that among other things, limit or restrict the ability of the Borrower (subject to certain qualifications and exceptions) to make certain payments and enter into certain transactions. The Borrower is required to comply with the following financial covenants (in each case, as defined in the Credit Agreement):
•
Minimum Consolidated Tangible Net Worth of $300 million; and
•
Maximum Consolidated Leverage Ratio of 1.50 to 1.00.
A breach of such covenants or any other event of default would entitle the Administrative Agent to accelerate the Borrower’s debt obligations under the Credit Agreement.
As of June 30, 2025 and December 31, 2024, there were no borrowings outstanding under the Credit Agreement.
As of June 30, 2025 and December 31, 2024, the Company was in compliance with the debt covenants under the Credit Agreement.
Contingencies
Litigation
From time to time, the Company may be 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 financial statements of the Company. The Company is not currently able 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.
In connection with these matters, the Company has incurred and may continue to incur legal expenses, which are expensed as incurred and presented net of any insurance reimbursements. These expenses are recorded in Professional Fees and Other Expenses in the Condensed Consolidated Statements of Operations.
There were no material developments to the legal proceedings previously disclosed in Note 14. “Commitments and Contingencies—Contingencies, Litigation” in the “Notes to Consolidated Financial Statements”
19
PJT Partners Inc.
Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)
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, 2024.
Guarantee
The Company provides a guarantee to a lending institution for certain loans held by employees for investment in funds of its former Parent, which are secured by the underlying investments in those funds. As of June 30, 2025 and December 31, 2024, the amount guaranteed was $1.7 million and $2.0 million, respectively. In connection with this guarantee, the Company currently expects any associated risk of loss to be insignificant.
Indemnifications
The Company has entered and may continue to enter into contracts that contain a variety of indemnification obligations. The Company’s maximum exposure under these arrangements is not known; however, the Company currently expects any associated risk of loss to be insignificant. In connection with these matters, the Company has incurred and may continue to incur legal expenses, which are expensed as incurred.
Transactions and Agreements with former Parent
Employee Matters Agreement
Pursuant to the Employee Matters Agreement, the Company has agreed to pay former Parent the net realized cash benefit resulting from certain compensation-related tax deductions. Amounts are payable annually (for periods in which a cash benefit is realized) within nine months of the end of the relevant tax period. As of June 30, 2025 and December 31, 2024, the Company had accrued $0.6 million and $0.5 million, respectively, which the Company anticipates will be payable to former Parent after the Company files its respective tax returns. The tax deduction and corresponding payable related to such deliveries will fluctuate primarily based on the price of former Parent’s common stock at the time of delivery.
14.
REGULATED ENTITIES
Certain subsidiaries of the Company are subject to various regulatory requirements in the United States, United Kingdom, Hong Kong, Spain, Japan, United Arab Emirates and the Kingdom of Saudi Arabia, which specify, among other requirements, capital adequacy requirements.
PJT Partners LP is a registered broker-dealer through which advisory and placement services are conducted in the U.S. and is subject to the net capital requirements of Rule 15c3-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of June 30, 2025 and December 31, 2024, PJT Partners LP had net capital of $149.0 million and $335.4 million, respectively, which exceeded the minimum net capital requirement by $147.5 million and $333.6 million, respectively. PJT Partners LP does not carry customer accounts and does not otherwise hold funds or securities for, or owe money or securities to, customers and, accordingly, has no obligations under the SEC Customer Protection Rule (Rule 15c3-3).
As of June 30, 2025 and December 31, 2024, PJT Partners (UK) Limited, PJT Partners (HK) Limited, PJT Partners Park Hill (Spain) A.V., S.A.U., PJT Partners Japan K.K., deNovo DIFC, and deNovo Partners Finance were in compliance with local capital adequacy requirements.
20
PJT Partners Inc.
Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)
15.
SEGMENT AND GEOGRAPHIC INFORMATION
The Company’s activities providing advisory and placement services constitute a single reportable segment. An operating segment is a component of an entity that conducts business and incurs revenues and expenses for which discrete financial information is available that is reviewed by the chief operating decision maker ("CODM") in assessing performance and making resource allocation decisions. The Company's CODM is the Chief Executive Officer. 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 advice to clients by drawing upon the diversified expertise and broad relationships of senior professionals across the Company. The accounting policies of the reportable segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance and allocates resources on a consolidated basis based on consolidated Net Income that is presented on the Condensed Consolidated Statements of Operations as well as other broad considerations, including the market opportunity, available expertise across the Company and the strength and efficacy of professionals’ collaboration. The measure of segment assets is presented on the Condensed Consolidated Statements of Financial Condition as total consolidated assets. The CODM reviews segment assets at the same level or category as presented on the Condensed Consolidated Statements of Financial Condition. The CODM uses consolidated Net Income to assist in assessing performance, establishing compensation, and setting capital priorities including such actions as reinvesting profits into the business, offset dilution or pay dividends. The CODM is regularly provided with the consolidated expenses as presented on the Condensed Consolidated Statements of Operations.
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 June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Revenues from Contracts with Customers
United States
$
340,338
$
328,943
$
607,124
$
608,155
United Kingdom
46,229
27,321
89,603
68,042
Other International
14,537
1,817
26,294
8,969
Total Revenues from Contracts with Customers
401,104
358,081
723,021
685,166
Interest Income and Other1
5,780
2,100
8,394
4,408
Total Revenues
$
406,884
$
360,181
$
731,415
$
689,574
June 30, 2025
December 31, 2024
Assets
United States
$
1,235,599
$
1,363,744
United Kingdom
183,438
176,551
Other International
92,361
95,039
Total
$
1,511,398
$
1,635,334
1Includes revenues not otherwise derived from contracts with customers.
16.
SUBSEQUENT EVENTS
The Board has declared a quarterly dividend of $0.25 per share of the Company’s Class A common stock, which will be paid on September 17, 2025 to the Company’s Class A common stockholders of record as of September 3, 2025.
21
PJT Partners Inc.
Notes to Condensed Consolidated Financial Statements – Continued (Unaudited)
(All Dollars Are in Thousands, Except Share and Per Share Data, Except Where Noted)
On July 30, 2025, the Board appointed Peter L.S. Currie as a director of the Company, effective as of July 30, 2025.
The Company has evaluated the impact of subsequent events through the date these financial statements were issued and determined there were no subsequent events requiring adjustment or further disclosure to the financial statements besides the exchange of Partnership Units described in Note 12. “Transactions with Related Parties—Exchange Agreement”.
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with PJT Partners Inc.’s Condensed Consolidated Financial Statements and the related notes included in this Quarterly Report on Form 10-Q.
Our Business
PJT Partners is a premier, global, advisory-focused investment bank that was built from the ground up to be different. Our highly experienced, collaborative teams provide independent advice coupled with old-world, high-touch client service. This ethos has allowed us to attract some of the very best talent in the markets in which we operate. We deliver leading advice to many of the world's most consequential companies, effect some of the most transformative transactions and restructurings and raise billions of dollars of capital around the globe to support startups and more established companies.
For further information regarding our business, refer to “Part I. Item 1. Business” in our Annual Report on Form 10-K for the year ended December 31, 2024.
Business Environment
Economic and global financial conditions can materially affect our operational and financial performance. See “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of some of the factors that can affect our performance.
Mergers and acquisitions (“M&A”) is a cyclical business that is impacted by macroeconomic conditions. There are several factors influencing global M&A activity in the intermediate term, including monetary policy, global trade policies, greater economic and geopolitical uncertainty and global growth. How these macroeconomic factors impact the strength of strategic activity in the intermediate term is still uncertain and while there are indications of a pickup in M&A activity, the data continues to present a mixed picture. In the second quarter of 2025, worldwide M&A announced volumes increased 33% compared with prior year, however, the number of transactions declined1. While we expect the markets to recover to historical relationships between M&A activity and broader market benchmarks, the pace of such recovery remains unclear.
Global restructuring and special situations trends remained elevated during the second quarter of 2025 due to liability management, balance sheet restructuring and bankruptcy activity. A number of factors continue to drive elevated levels of restructuring, as both corporates and financial sponsors deal with capital markets volatility, challenged business models, and changing consumer preferences. Activity during the second quarter of 2025 remains dispersed across corporates, creditors and financial sponsors as well as a broad cross section of industries and geographies, demonstrating a continued multi-year cycle of elevated activity.
Fund placement activity remains challenging given the global macroeconomic environment, volatility in the market, an overall slowdown in realizations and the supply of alternative investment opportunities in the market seeking capital. Additionally, limited partners have become more discerning in their deployment of capital for both existing and new fund manager relationships. Investors continue to focus on existing relationships and, as a result, the bar for fund managers to attract new investors remains high as a flight to quality persists. As it relates to private capital solutions, the demand for alternative liquidity vehicles from general partners and limited partners continues to be a driver for increased market volumes, and, despite recent market volatility we expect the environment to remain favorable in the intermediate term.
1Source: LSEG Global Mergers & Acquisitions Review for First Half of 2025 as of June 30, 2025.
23
Key Financial Measures
Revenues
Substantially all of our revenues are derived from contracts with clients to provide advisory and placement services. This revenue is primarily a function of the number of active engagements we have, the size and the complexity of each of those engagements and the fees we charge for our services.
We provide a range of strategic advisory, shareholder advisory, capital markets advisory, and restructuring and special situations services to corporations, financial sponsors, institutional investors and governments around the world. In conjunction with providing restructuring advice, we may also assist with raising various forms of financing, including debt and equity. Our private capital solutions services include providing general partner solutions and investing solutions to clients seeking portfolio liquidity, unfunded commitment relief and investments in secondary markets. Our fund placement services primarily serve a diverse range of investment strategies, including private equity, alternative credit/hedge funds, and real estate. We advise on all aspects of the fundraising process including competitive positioning and market assessment, marketing materials and related documentation including partnership terms and conditions most prevalent in the current environment. We also provide public and private placement fundraising services to our corporate clients.
The amount and timing of the fees paid vary by the type of engagement and are typically based on retainers, completion of a transaction or a capital raise. Fees earned for services provided to alternative asset managers are typically recognized upon acceptance by a fund of capital or capital commitments (referred to as a “closing”), in accordance with terms set forth in individual agreements. For commitment based fees, revenue is recognized over time as commitments are accepted. Fees for such closed-end fund arrangements are generally paid in installments over three or four years and interest is charged to the outstanding balance at an agreed upon rate, such as the Secured Overnight Financing Rate or an alternate reference rate, plus a market-based margin. For funds with multiple closings, the constraint on variable consideration is lifted upon each closing. For open-end fund structures, placement fees are typically calculated as a percentage of a placed investor’s month-end net asset value. Typically, we earn fees for such open-end fund structures over a four year period. For these arrangements, revenue is recognized over time as the constraint over variable consideration is lifted. Placement and underwriting fees earned for public and private placement fundraising services are recognized based on successful completion of the transaction. We may receive non-refundable up-front fees in our contracts with customers, which are recorded as revenues in the period over which services are estimated to be provided.
A transaction can fail to be completed for many reasons, including global and/or regional economic conditions, failure of parties to agree upon final terms, to secure necessary board or shareholder approvals, to secure necessary financing or to achieve necessary regulatory approvals. In the case of bankruptcy engagements, fees are subject to approval of the court.
Interest Income and Other – Interest Income and Other represents interest typically earned on Cash and Cash Equivalents, investments in Treasury securities and outstanding placement fees receivable; foreign exchange gains and losses arising from transactions denominated in currencies other than U.S. dollars; sublease income; the amount of expense reimbursement invoiced to clients related to out-of-pocket expenses; and the mark-to-market impact on fair value of certain equity securities received in exchange for advisory services. Interest on placement fees receivable is earned from the time revenue is recognized and is calculated as mutually agreed upon with the receivable counterparty. Interest receivable is included in Accounts Receivable, Net in the Condensed Consolidated Statements of Financial Condition.
Expenses
Compensation and Benefits – Compensation and Benefits expense includes salaries, restricted and unrestricted cash awards, benefits, employer taxes and equity-based compensation associated with the grants of equity-based awards. Changes in this expense are driven by fluctuations in the number of employees, the composition of our workforce, business performance, compensation adjustments in relation to market movements, changes in rates for employer taxes and other cost increases affecting benefit plans. The expense associated with our restricted and unrestricted cash award and equity plans can also have a significant impact and may vary from year to year. Certain awards are expensed over the requisite service period for partners and employees who are or will become retirement
24
eligible prior to the stated vesting date. Over time, a greater number of partners and employees may become retirement eligible and the related requisite service period over which the expense is recognized will be shorter than the stated vesting period.
We maintain compensation programs, including salaries, annual incentive compensation (that may include components of unrestricted cash, restricted cash and/or equity-based awards) and benefits programs. We manage compensation to estimates of competitive levels based on market conditions and performance. Our compensation expense reflects our objective to retain key personnel by maintaining competitive compensation levels. It also reflects the impact of newly-hired senior professionals, including any related grants of equity awards.
Increasing the number of high-caliber, experienced senior level employees is critical to our growth efforts and our continued investment in senior talent may also increase compensation and benefits expense. These hires generally do not generate significant revenue in the year they are hired.
Non-Compensation Expense – Non-Compensation expenses are the other costs typical to operating our business, which generally consist of Occupancy and Related, Travel and Related, Professional Fees, Communications and Information Services, Depreciation and Amortization, and Other Expenses. Further information regarding these expenses can be found in “Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.
Income Taxes – PJT Partners Inc. is a corporation subject to U.S. federal, state and local income taxes in jurisdictions where it does business. Our businesses generally operate as partnerships for U.S. federal and state purposes and as corporate entities in non-U.S. jurisdictions. In the U.S. federal and state jurisdictions, taxes related to income earned by these entities generally represent obligations of the individual members and partners.
Our operating entities are generally subject to New York City Unincorporated Business Tax and to entity-level income taxes imposed by state and local as well as non-U.S. jurisdictions, as applicable. These taxes have been reflected in our condensed consolidated financial statements.
PJT Partners Inc. is subject to U.S. federal, state and local corporate income tax on its allocable share of results of operations from the holding partnership (PJT Partners Holdings LP).
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of tax reform provisions, was signed into law in the United States. We are continuing to assess the impact of OBBBA and does not expect it to have a material impact on the Company’s 2025 condensed consolidated financial statements.
Non-Controlling Interests
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 and consolidates the financial results of PJT Partners Holdings LP and its operating subsidiaries. The portion of net income attributable to the non-controlling interests is presented separately in the Condensed Consolidated Statements of Operations.
25
Condensed Consolidated Results of Operations
The following table sets forth our condensed consolidated results of operations for the three and six months ended June 30, 2025 and 2024:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
Change
2025
2024
Change
(Dollars in Thousands)
Revenues
Advisory Fees
$
354,521
$
307,082
15
%
$
636,708
$
595,763
7
%
Placement Fees
43,219
46,873
(8
)%
79,250
81,362
(3
)%
Interest Income and Other
9,144
6,226
47
%
15,457
12,449
24
%
Total Revenues
406,884
360,181
13
%
731,415
689,574
6
%
Expenses
Compensation and Benefits
276,834
250,326
11
%
497,976
479,254
4
%
Occupancy and Related
14,865
12,107
23
%
28,773
24,268
19
%
Travel and Related
11,445
9,055
26
%
22,608
18,156
25
%
Professional Fees
9,065
8,780
3
%
16,436
17,129
(4
)%
Communications and Information Services(1)
9,716
8,577
13
%
18,876
16,437
15
%
Depreciation and Amortization
3,282
3,112
5
%
6,494
6,610
(2
)%
Other Expenses(1)
5,198
3,825
36
%
11,195
9,418
19
%
Total Expenses
330,405
295,782
12
%
602,358
571,272
5
%
Income Before Provision (Benefit) for Taxes
76,479
64,399
19
%
129,057
118,302
9
%
Provision (Benefit) for Taxes
15,041
11,368
32
%
(6,544
)
11,899
N/M
Net Income
61,438
53,031
16
%
135,601
106,403
27
%
Net Income Attributable to Non-Controlling Interests
28,538
24,715
15
%
48,685
45,464
7
%
Net Income Attributable to PJT Partners Inc.
$
32,900
$
28,316
16
%
$
86,916
$
60,939
43
%
N/M Not meaningful.
(1) Certain balances on the Condensed Consolidated Statements of Operations in the prior period have been reclassified to conform to their current presentation. For the three and six months ended June 30, 2024, this resulted in a reclassification of $3.3 million and $6.4 million respectively, from Other Expenses to Communications and Information Services. This reclassification had no impact on net income or Condensed Consolidated Statements of Financial Condition.
Revenues
The following table provides revenue statistics for the three and six months ended June 30, 2025 and 2024:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
Total Number of Clients
233
236
294
293
Total Number of Fees of at least $1 Million from Client Transactions
72
70
133
128
Total Revenues were $406.9 million for the three months ended June 30, 2025, an increase of $46.7 million compared with $360.2 million for the three months ended June 30, 2024. Advisory Fees were $354.5 million for the three months ended June 30, 2025, an increase of $47.4 million compared with $307.1 million for the three months ended June 30, 2024. The increase in Advisory Fees was principally due to an increase in strategic advisory revenues. Placement Fees were $43.2 million for the three months ended June 30, 2025, a decrease of $3.7 million
26
compared with $46.9 million for the three months ended June 30, 2024. The decrease in Placement Fees was due to a decrease in fund placement revenues. Interest Income and Other was $9.1 million for the three months ended June 30, 2025, an increase of $2.9 million compared with $6.2 million for the three months ended June 30, 2024. The increase in Interest Income and Other was principally due to an increase in the fair market value of certain equity securities received as part of transaction compensation.
Total Revenues were $731.4 million for the six months ended June 30, 2025, an increase of $41.8 million compared with $689.6 million for the six months ended June 30, 2024. Advisory Fees were $636.7 million for the six months ended June 30, 2025, an increase of $40.9 million compared with $595.8 million for the six months ended June 30, 2024. The increase in Advisory Fees was principally due to an increase in strategic advisory revenues. Placement Fees were $79.3 million for the six months ended June 30, 2025, a decrease of $2.1 million compared with $81.4 million for the six months ended June 30, 2024. The decrease in Placement Fees was due to a decrease in fund placement revenues. Interest Income and Other was $15.5 million for the six months ended June 30, 2025, an increase of $3.0 million compared with $12.4 million for the six months ended June 30, 2024. The increase in Interest Income and Other was principally due to an increase in the fair market value of certain equity securities received as part of transaction compensation.
Expenses
Expenses were $330.4 million for the three months ended June 30, 2025, an increase of $34.6 million compared with $295.8 million for the three months ended June 30, 2024. The increase in expenses was principally due to increases in Compensation and Benefits, Occupancy and Related and Travel and Related of $26.5 million, $2.8 million and $2.4 million, respectively. The increase in Compensation and Benefits Expense was driven by higher revenues compared with prior year, partially offset by a lower accrual rate. Occupancy and Related increased principally due to the expansion of our London and New York offices. Travel and Related increased principally due to increased business development activity and higher cost of travel.
Expenses were $602.4 million for the six months ended June 30, 2025, an increase of $31.1 million compared with $571.3 million for the six months ended June 30, 2024. The increase in expenses was principally due to increases in Compensation and Benefits, Occupancy and Related and Travel and Related of $18.7 million, $4.5 million and $4.5 million, respectively. The increase in Compensation and Benefits Expense was driven by higher revenues compared with prior year, partially offset by a lower accrual rate. Occupancy and Related increased principally due to the expansion of our London and New York offices. Travel and Related increased principally due to increased business development activity and higher cost of travel.
Provision (Benefit) for Taxes
The Company’s Provision for Taxes for the three months ended June 30, 2025 was $15.0 million, which represents an effective tax rate of 19.7% on pretax income of $76.5 million. The Company’s Provision for Taxes for the three months ended June 30, 2024 was $11.4 million, which represents an effective tax rate of 17.7% on pretax income of $64.4 million.
The Company’s Benefit for Taxes for the six months ended June 30, 2025 was $6.5 million, which represents an effective tax rate of -5.1% on pretax income of $129.1 million. The Company’s Provision for Taxes for the six months ended June 30, 2024 was $11.9 million, which represents an effective tax rate of 10.1% on pretax income of $118.3 million.
Non-Controlling Interests
Net Income Attributable to Non-Controlling Interests is calculated by multiplying the Income Before Provision (Benefit) for Taxes by the percentage allocation of the income between the holders of common units of partnership interest in PJT Partners Holdings LP (“Partnership Units”) and holders of PJT Partners Inc. Class A common stock after considering any contractual arrangements that govern the allocation of income.
27
Liquidity and Capital Resources
General
We regularly monitor our liquidity position, including cash and cash equivalents, investments, working capital assets and liabilities, any commitments and other liquidity requirements.
Our assets have been historically comprised of cash and cash equivalents, investments, receivables arising from advisory and placement engagements and operating lease right-of-use assets. Our liabilities generally include accrued compensation and benefits, accounts payable and accrued expenses, taxes payable and operating lease liabilities. We expect to pay a significant amount of incentive compensation toward the end of each year and during the beginning of the next calendar year with respect to the prior year’s results. A portion of annual compensation may be awarded with equity-based compensation and thus requires less cash. We expect levels of cash to decline at the end of the year and during the first quarter of each year after incentive compensation is paid to our employees. We then expect cash to build throughout the remainder of the year.
On July 29, 2024, PJT Partners Holdings LP, as borrower the ("Borrower"), entered into a syndicated revolving credit agreement (the “Credit Agreement”) and related documents with Bank of America, N.A., as the administrative agent (the “Administrative Agent”), and certain other financial institutions party thereto as lenders. The Credit Agreement provides for a revolving credit facility with aggregate principal amount of up to $100 million. Further information regarding the Credit Agreement can be found in Note 13. “Commitments and Contingencies—Commitments, Line of Credit” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing. As of June 30, 2025 and December 31, 2024, we were in compliance with the debt covenants under the Credit Agreement. Additionally, as of June 30, 2025 and December 31, 2024, there were no borrowings outstanding under the Credit Agreement.
We evaluate our cash needs on a regular basis. As of June 30, 2025 and December 31, 2024, we had cash, cash equivalents and short-term investments of $318.4 million and $546.8 million, respectively. The vast majority of these balances are either held in institutions labeled by the Financial Stability Board as global systemically important banks, money market funds or Treasury securities. Although we maintain multiple banking relationships with both global and regional banks and actively monitor the financial stability of such institutions, a failure at any institution where we maintain a banking relationship could impact our liquidity.
Our liquidity is highly dependent upon cash receipts from clients, which are generally tied to the successful completion of transactions and the timing of receivable collections. As of June 30, 2025 and December 31, 2024, total accounts receivable, net of allowance for credit losses, was $359.0 million and $320.8 million, respectively. As of June 30, 2025 and December 31, 2024, the allowance for credit losses was $5.2 million and $2.5 million, respectively. Included in Accounts Receivable, Net are long-term receivables of $98.6 million and $88.6 million as of June 30, 2025 and December 31, 2024, respectively, related to placement fees that are generally paid in installments over a period of three to four years.
Sources and Uses of Liquidity
Our primary cash needs are for working capital, paying operating expenses including cash compensation to our employees, exchanging of Partnership Units for cash, repurchasing shares of the Company’s Class A common stock, paying income taxes, dividend payments, partnership tax distributions, capital expenditures, making payments pursuant to the tax receivable agreement, commitments and strategic investments. We expect to fund these liquidity requirements through cash flows from operations and borrowings under our revolving credit facility. Our ability to fund these needs will depend, in part, on our ability to generate or raise cash in the future which depends on our future financial results, which are subject to general economic, financial, competitive, legislative and regulatory factors.
Additionally, our ability to generate positive cash flow from operations will be impacted by global economic conditions. If our cash flows from operations are significantly reduced, we may need to borrow from our revolving credit facility, incur debt, or issue additional equity. Although we believe that our revolving credit facility, and our ability to renew it, will permit us to finance our operations on acceptable terms and conditions for the foreseeable future, our access to, and the availability of, financing on acceptable terms and conditions in the future will be
28
impacted by many factors, including: business performance; our credit ratings or absence of a credit rating; the liquidity of the overall capital markets; the current state of the economy; and stability of our lending institution. We cannot provide any assurance that such financing will be available to us on acceptable terms or that such financing will be available at all. We believe that our future cash from operations and availability under our revolving credit facility, together with our access to funds on hand, will provide adequate resources to fund our liquidity and capital needs.
Regulatory Capital
We are subject to regulatory requirements in the U.S. and certain international jurisdictions to ensure general financial soundness and liquidity. This requires, among other things, that we comply with certain minimum capital requirements, recordkeeping, reporting procedures, experience and training requirements for employees and certain other requirements and procedures. These regulatory requirements may restrict the flow of funds to and from affiliates. See Note 14. “Regulated Entities” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing for further information. The licenses under which we operate are meant to be appropriate to conduct our business. We actively monitor our regulatory capital base and we believe that we provide each of these entities with sufficient capital and liquidity, consistent with their business and regulatory requirements.
Our activities may also be subject to regulation, including regulatory capital requirements, by various other foreign jurisdictions and self-regulatory organizations.
We do not anticipate that compliance with any and all such requirements will materially adversely impact the availability of funds for domestic and parent-level purposes.
Exchange Agreement
Subject to the terms and conditions of the exchange agreement, as amended, between us and certain of the holders of Partnership Units (other than PJT Partners Inc.), holders of Partnership Units have the right, subject to the terms and conditions set forth in the partnership agreement of PJT Partners Holdings LP, on a quarterly basis, to exchange all or part of the Partnership Units. Further, the Company may also require holders of Partnership Units who are not Service Providers (as defined in the Partnership Agreement of PJT Partners Holdings LP) to exchange such Partnership Units. We retain the sole option to determine whether to settle the exchange in either cash or for shares of PJT Partners Inc. Class A common stock on a one-for-one basis. Depending on our liquidity and capital resources, market conditions, the timing and concentration of exchange requests and other considerations, we may choose to fund exchanges of Partnership Units with available cash, borrowings or new issuances of PJT Partners Inc. Class A common stock or to settle exchanges by issuing PJT Partners Inc. Class A common stock to the exchanging holder of Partnership Units.
For the six months ended June 30, 2025 and 2024, certain holders of Partnership Units exchanged 0.5 million and 0.3 million Partnership Units, respectively, for cash in the amounts of $81.3 million and $30.3 million, respectively.
Share Repurchase Program
On February 6, 2024, the Company announced that the Board authorized a $500 million Class A common stock repurchase program, which replaced the then-existing $200 million repurchase program authorized on April 25, 2022. As of June 30, 2025, the Company’s remaining repurchase authorization was $87.2 million. Under the current repurchase program, which has no expiration date, shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased depend on a variety of factors, including legal requirements, price, and economic and market conditions. The repurchase program may be suspended or discontinued at any time.
29
During the six months ended June 30, 2025, the Company repurchased 1.3 million shares of the Company’s Class A common stock at an average price per share of $149.85, or $190.5 million in aggregate, excluding excise tax on net share repurchases, pursuant to the share repurchase program.
Contractual Obligations
For a discussion of our contractual obligations, refer to “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations” in our Annual Report on Form 10-K for the year ended December 31, 2024. There have not been any material changes to our contractual obligations since December 31, 2024.
Commitments and Contingencies
Litigation
With respect to our litigation matters, including any litigation discussed under the caption “Legal Proceedings” elsewhere in this report, we are not currently able to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support such an assessment, including, but not limited to, 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. While the ultimate outcome and the costs associated with litigation are inherently uncertain and difficult to predict, we believe, based on current knowledge and after consultation with counsel, that we are not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company.
Guarantee
The Company provides a guarantee to a lending institution for certain loans held by employees for investment in funds of its former Parent, which are secured by the underlying investments in those funds. As of June 30, 2025 and December 31, 2024, the amount guaranteed was $1.7 million and $2.0 million, respectively. In connection with this guarantee, we currently expect any associated risk of loss to be insignificant.
Indemnifications
We have entered and may continue to enter into contracts that contain a variety of indemnification obligations. Our maximum exposure under these arrangements is not known; however, we currently expect any associated risk of loss to be insignificant. In connection with these matters, we have incurred and may continue to incur legal expenses, which are expensed as incurred.
Tax Receivable Agreement
We have entered into a tax receivable agreement with the holders of Partnership Units (other than PJT Partners Inc.) that provides for the payment by PJT Partners Inc. to exchanging holders of Partnership Units of 85% of the benefits, if any, that PJT Partners Inc. is deemed to realize as a result of the increases in tax basis related to such exchanges of Partnership Units and of certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. As of June 30, 2025 and December 31, 2024, the Company had amounts due of $33.5 million and $29.3 million, respectively, pursuant to the tax receivable agreement, which represent management’s best estimate of the amounts currently expected to be owed in connection with the tax receivable agreement. Actual payments may differ significantly from estimated amounts due.
Further information regarding the tax receivable agreement can be found in “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.
30
Other
See Notes 8, 10, 11 and 13 in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing for further information in connection with income taxes, equity-based and other deferred compensation plans, leasing arrangements and commitments, respectively.
Critical Accounting Estimates
A discussion of critical accounting estimates is included in “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.
Recent Accounting Developments
Information regarding recent accounting developments and their impact on our financial statements can be found in Note 2. “Summary of Significant Accounting Policies” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and qualitative disclosures about market risk can be found in “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2024. Our exposures to market risk have not changed materially since December 31, 2024.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
31
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company and its affiliates may be subject to legal proceedings and claims in the ordinary course of business. In addition, government agencies and regulatory organizations in countries in which we conduct business undertake periodic examinations and may initiate administrative proceedings regarding the Company’s and its affiliates’ businesses, including, among other matters, accounting, compliance, and operational matters, that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer, or its directors, officers or employees. It is our policy to cooperate fully with such governmental requests, examinations and administrative proceedings. We believe, based on current knowledge and after consultation with counsel, that we are not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company.
Further disclosure regarding legal proceedings is provided in Note 13. “Commitments and Contingencies—Contingencies, Litigation” in the “Notes to Condensed Consolidated Financial Statements” in “—Item 1. Financial Statements” of this filing.
ITEM 1A. RISK FACTORS
There were no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
The risks described in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our subsequently filed Quarterly Reports on Form 10-Q are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities in the Second Quarter of 2025
Total Number
Approximate Dollar
of Shares
Value of Shares
Purchased as
that May Yet Be
Total Number
Part of Publicly
Purchased Under
of Shares
Average Price
AnnouncedPlans
the Plans or
Repurchased
Paid Per Share
or Programs (a)
Programs (a)
April 1 to April 30
353,224
$
130.74
353,224
$
104.4 million
May 1 to May 31
77,594
145.95
77,594
93.0 million
June 1 to June 30
38,300
152.52
38,300
87.2 million
Total
469,118
$
135.04
469,118
$
87.2 million
(a)
On February 6, 2024, the Company announced that the Board of Directors (the “Board”) authorized a $500 million Class A common stock repurchase program, which replaced the then-existing $200 million repurchase program authorized on April 25, 2022. As of June 30, 2025, the Company’s remaining repurchase authorization was $87.2 million. Under the repurchase program, shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased depend on a variety of factors, including legal requirements, price, and economic and market conditions. The repurchase program may be suspended or discontinued at any time.
Unregistered Sales/Issuances of Equity Securities and Use of Proceeds
There were no unregistered sales/issuances of equity securities during the second quarter of 2025.
32
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
34
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
