PJT Partners Inc.
For the period ended Jun 30, 2025. Filed Jul 31, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Jul 31, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Condensed Consolidated Financial Statements
TION
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”).
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.
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.
REVENUES FROM CONTRACTS WITH CUSTOMERS
The following table provides a disaggregation of revenues recognized from contracts with customers for thethree and six months ended June 30, 2025 and 2024:
| Three Months EndedJune 30, | Six Months EndedJune 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 andthe 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.
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.
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES
Changes in the allowance for credit losses consist of the following:
| Three Months EndedJune 30, | Six Months EndedJune 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 ofthree tofour 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.
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 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.
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.
FAIR VALUE MEASUREMENTS
The following tables summarize the valuation of the Company’s investments by the fair value hierarchy:
| 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 |
| 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.
INCOME TAXES
The following table summarizes the Company’s tax position:
| Three Months EndedJune 30, | Six Months EndedJune 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% |
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 hadno 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.
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 thethree and six months ended June 30, 2025 and 2024 is presented below:
| Three Months EndedJune 30, | Six Months EndedJune 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 thethree 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 wereno 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
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.
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 thethree and six months ended June 30, 2025 and 2024:
| Three Months EndedJune 30, | Six Months EndedJune 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 thesix 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 thesix months ended June 30, 2024 was $98.90. There wereno RSUs granted that contained both service and market conditions for thesix months ended June 30, 2024.
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 thesix 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 thesix months ended June 30, 2024 was $93.76. There wereno Partnership Units granted that contained both service and market conditions for thesix 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 ofone tofour years. Compensation expense related to deferred cash awards was $11.3 million and $22.5 million for thethree and six months ended June 30, 2025, respectively, and $13.7 million and $27.9 million for thethree 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.
LEASES
The components of lease expense were as follows:
| Three Months EndedJune 30, | Six Months EndedJune 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 |
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 aone-for-one basis, subject to customary conversion rate adjustments for splits, unit distributions and reclassifications.
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 oftwo 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 thethree 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.
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 wereno 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”
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.
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.
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 asingle operating segment and therefore asingle 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 EndedJune 30, | Six Months EndedJune 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 |
1 Includes revenues not otherwise derived from contracts with customers.
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.
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”.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.