investor presentation · 29.10.2019 · notices and disclaimers forward-looking statements this...
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Investor PresentationOctober 29, 2019
Notices and DisclaimersForward-Looking StatementsThis presentation 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 of1934, as amended. 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 statementsinclude 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 involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in such forward-looking statements. You should notput undue reliance on any forward-looking statements contained herein. PJT Partners undertakes no obligation to publicly update or review any forward-looking statement, whether as aresult of new information, future developments or otherwise. The risk factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31,2018, 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 theSEC’s website at www.sec.gov, could cause the results of PJT Partners to differ materially from those expressed in forward-looking statements. There may be other risks and uncertaintiesthat PJT Partners is unable to predict at this time or that are not currently expected to have a material adverse effect on its business. Any such risks could cause the results of PJT Partnersto differ materially from those expressed in forward-looking statements.
Non-GAAP Financial MeasuresThis presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance that excludes orincludes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the UnitedStates of America (“GAAP”) in the statements of operations, financial condition or cash flows of the company. These measures should not be considered substitutes for, or superior to,financial measures prepared in accordance with GAAP. Management believes the following non-GAAP measures, when presented together with comparable GAAP measures, are useful toinvestors in understanding the Company’s operating results: Adjusted Pretax Income; Adjusted Net Income; Adjusted Net Income, If-Converted, in total and on a per-share basis; AdjustedCompensation and Benefits Expense and Adjusted Non-Compensation Expense. These non-GAAP measures, presented and discussed in this presentation, remove the significantaccounting impact of: (a) transaction-related compensation expense, including expense related to Partnership Units with both time-based vesting and market conditions as well as equity-based and cash awards granted in connection with the spin-off from The Blackstone Group Inc. (“Blackstone”) and acquisition of CamberView; (b) intangible asset amortization associatedwith Blackstone’s initial public offering (“IPO”), acquisition of PJT Capital LP, and acquisition of CamberView; (c) impairment of former CamberView leased spaces; and (d) the amount PJTPartners has agreed to pay Blackstone related to the net realized cash benefit from certain compensation-related tax deductions. Reconciliations of the non-GAAP measures to their mostdirectly comparable GAAP measures and further detail regarding the adjustments are provided on pages 20 and 24 of this presentation. For additional information about our non-GAAPfinancial measures, see our filings with the SEC.
DisclaimersThis document is “as is” and is based, in part, on information obtained from other sources. Our use of such information does not imply that we have independently verified or necessarilyagree with any of such information, and we have assumed and relied upon the accuracy and completeness of such information for purposes of this document. Neither we nor any of ouraffiliates or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oralinformation provided in connection herewith, or any data it generates and expressly disclaim any and all liability (whether direct or indirect, in contract, tort or otherwise) in relation to any ofsuch information or any errors or omissions therein. Any views or terms contained herein are preliminary, and are based on financial, economic, market and other conditions prevailing as ofthe date of this document and are subject to change. We undertake no obligations or responsibility to update any of the information contained in this document. Past performance does notguarantee or predict future performance.
This document does not constitute an offer to sell or the solicitation of an offer to buy any security, nor does it constitute an offer or commitment to lend, syndicate or arrange a financing,underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and does notconstitute legal, regulatory, accounting or tax advice to the recipient. This document does not constitute and should not be considered as any form of financial opinion or recommendationby us or any of our affiliates. This document is not a research report nor should it be construed as such.
Presentation of InformationAll facts, metrics and other information provided herein are presented as of September 30, 2019 unless otherwise stated.
Copyright © 2019, PJT Partners Inc. (and its affiliates, as applicable). 2
(1) Since spin-off on 10/1/15 to 9/30/19(2) LTM 3Q19 versus LTM 3Q15 revenues(3) Bloomberg 9M19(4) Bloomberg announced volume since spin-off on 10/1/15 to 9/30/19
Building a Premier Advisory Focused Global Investment BankIn just four years…
Vision
$400 Billion+ M&A deals announced4
500+ Professionals have joined our platform1
#9 Ranked advisor in global M&A announced volume3
43% Increase in revenues2
$90 Billion+ capital raised1
$300 Billion+ liabilities restructured1
3
Only firm of consequence created post financial crisis
Day 1 of Firm = Day 1 as a Public Company
Evolution of PJT Partners: Our Unique Start
Greenfield in Strategic Advisory
Leading businesses in Restructuring and Park Hill
Clean slate of costs; zero-based budgeting
PJT Capital
=
Oct. 1, 2015
+
Restructuring
Advisory
Park Hill
4
PJT Partners TodayNew take on the traditional advisory model…
Young entrepreneurial firm
Global reach and sophistication with fewer offices
Destination for talent at all levels
Broad based advisory capabilities
Client focused, not market share focused
Collaboration embedded in culture
5
PJT Partners Poised for Growth…and we’re just getting started!
Substantial investment in Strategic Advisory paying off
Continued value added investment in Strategic Advisory to enhance future growth
Early stage of multi-year growth trajectory
Leveraging cross-business collaboration to win greater market share
Opportunity to expand footprint, geography and capabilities
Firm built to grow in almost any market environment
6
Why Clients Choose PJT Partners
Big Firm Capabilities
> Contested Situations
> Corporate Finance
> Corporate Governance
> Debt Capital Markets
> Defense
> Direct Investments
> Equity Capital Markets/IPO
> Fundraising
> Liability Management
> Mergers and Acquisitions
> Private Capital Markets
> Restructuring & Special Situations
> Secondary Advisory
> Shareholder Vote Campaigns
Small Firm Feel
Client Centric
Partnership Culture
Experienced, Hands-On Partners
Invested Teams
Advice as the Main Event
No Balance Sheet ConflictsFundraising
ShareholderAdvisory
Restructuring&
SpecialSituations
StrategicCapital Markets
StrategicAdvisory
7
Destination for Top Talent: High-Grading The Big Firm Experience
Brand recognitionEntrepreneurial
at all levels
Globalreach
Complex transaction flow
Advice as the main
event
Experience the accomplishment
of a build-out
Concentration of top
practitioners
Partnership culture
Opportunity for meaningful
impact
Collaboration & teamwork
…with a small firm feelBig firm capabilities…
Focus on talent development
Commitment to excellence
Cross-product capabilities
8
Global Reach and Impact
28Languages
19Nationalities
25%+Employees Outside North America
Global Talent Global Client Reach
1 Global Culture…7 Locations
Chicago LondonBoston MadridNew YorkSan
FranciscoHongKong
49Countries
9
2019
Note: Figures as of 10/1 each year
Premier Destination for Top Talent at All Levels
2015 2016 2017 2018 2019
Employee Growth
46 49 6071
43 14 15 7
Strategic Advisory Restructuring PJT Park Hill Corporate
79
37 13 16 526 13 17 419 13 14 318 11 14 3
2015 2016 2017 2018
328411
Partner Growth
466586
663
10
What Our Employees Are Saying about Us
Commitment to Integrity
Differentiated Culture
Note: Based on PJT’s 2018 & 2019 employee feedback survey
Commitment to Excellence
Respect Among
Colleagues
I look forward to coming to work everyday knowingthe people I work with really value each other andwork hard together to make the company the best itcan be.
I feel an intense sense of ownership and that what I do every day actually contributes to the success of the firm.
Collaborative environment where leadershipencourages deep investment in relationships.
Shows a commitment to building a truly collaborative culture with exceptional talent.
PJT is a growing firm where it feels like it is ‘ours’.
PJT is a modern, forward thinking company that does well by its employees.
Offers the unique opportunity to build a growing business.
As the company continues to grow, PJT still feels small and tight-knit with an entrepreneurial mindset and culture.
The firm has a clear vision and identity and honestleadership.
The energetic environment and the peoplecontinue to make PJT a great place to work.
Each day, I am presented with new challenges and learning opportunities.
11
(1) Bloomberg announced volume since spin-off 10/1/15 to 9/30/19(2) Bloomberg 9M19(3) Ranking sourced from First Half 2019 Refinitiv Distressed Debt & Bankruptcy Restructuring Review(4) Deals sourced from BankruptcyData.com and based on actual liabilities
PJT Partners Businesses Overview
$400 billion+Total announced
M&A volume1
$180 billion+2019 announced
M&A volume2
#92019 announced
M&A volume2
50+of the
Fortune 100
285+Complex proxy
votes/campaigns
$2 trillion+Liabilities restructured
since inception
600+Distressed advisory
situations in 30+ countries
#1 Worldwide completed
restructurings3
Top 6Advised on 6 of the top 10
announced bankruptcies in 9M194
$350 billion+Capital raised
since inception
300+Primary
funds raised
3,000+Investor
relationships
$40 billion+Executed transactions
by Secondary Advisory
World-Class Strategic Advisory Business PJT Camberview
Leading Restructuring & Special Situations Business
PJT Park Hill, Leading Advisor to Alternative Asset Managers
12
Strategic Advisory: We Advise Companies on Their Most Important Strategic Decisions…Large and Small
$10.5 Billion
$59 Billion$63 Billion $48 Billion
$21.4 Billion $18 Billion $17 Billion
$16 Billion €115 Million
$290 Million $180 Million
$167 Million $123 Million
$90 Million$11 Billion
$445 Million
$100 Million
$162 Million
Transactions > $10 Billion Transactions < $500 Million
13
3 5
9
18
23
29
5
18
20
27
37
43
2014 2015 2016 2017 2018 3Q19
Strategic Advisory: Long-Term Growth Driven by a Fast Growing Bench of Experienced Practitioners
NUMBER OF STRATEGIC ADVISORY PARTNERS1
(1) Partner counts are as of period end(2) As of 10/1/14(3) Individuals from Blackstone Advisory Partners that became part of PJT Partners post spin(4) Inclusive of individuals from CamberView Partners that became part of PJT Partners post acquisition
2,3 4
# of Strategic Advisory Partners with >2 years on PJT platform
Rapid growth in Strategic Advisory partner hires since spin
More partners gaining traction on the PJT platform
Approximately one-third of partners are still new to the PJT platform
14
Restructuring & Special Situations: Leading Global Franchise
(1) Deals sourced from BankruptcyData.com and based on actual liabilities(2) Ranking sourced from First Half 2019 Refinitiv Distressed Debt & Bankruptcy Restructuring Review
Advised on 6 of the top 10 announced bankruptcies in 9M191
#3 EMEACompleted Restructurings
#1 WorldwideCompleted Restructurings
#1 United StatesCompleted Restructurings
2 2
2
$51.7bn $11.2bn $1.9bn
#2 WorldwideAnnounced Restructurings
2
$2.9bn$4.8bn $1.7bn
15
PJT Park Hill: Leading Advisor to Alternative Asset Managers
Private Equity
> Buyouts
> Growth equity
> Energy
> Distressed
> Special situations
> Private credit
> Infrastructure
Hedge Funds/ Private Credit
> Public & private credit
> Public equity
> Structured finance
> Event driven
> Multi-strategy
> Special situations
> Global macro
Real Estate
> Opportunistic & value-add
> Core/core+
> JVs, clubs & SMA programs
> Debt/credit
> Portfolio recaps & direct sales
> Sector & regional operators
> Real assets
Secondary Advisory
> GP liquidity solutions
> GP tender offers
> GP recapitalizations
> LP portfolio solutions
> Asset strip sales
> Collateralized fund obligations
> Single asset SPVs
16
Your results are our reputation…
Strong Legacy, New Energy
One Integrated Firm, Complementary Capabilities
A Tradition of Forward Thinking
Defined by Deep Relationships
Character, Culture and Collaboration
With a Focus on the Future
…We are PJT Partners
17
Financials
GAAP Statements of Operations
(Amounts in millions, except per share data)
Note: Totals may not add due to rounding
3 Months Ended 9/30, 9 Months Ended 9/30, 12 Months Ended 12/31,
2019 2018 2019 2018 2018 2017
Revenues
Advisory $146.1 $117.2 $383.6 $318.9 $451.6 $386.3
Placement 25.6 18.2 77.6 72.5 111.0 102.8
Interest Income and Other 2.6 4.8 7.8 13.5 17.7 10.2
Total Revenues 174.2 140.1 469.0 404.9 580.2 499.3
Expenses
Compensation and Benefits 123.0 99.9 337.4 297.8 424.5 391.5
Occupancy and Related 7.9 6.6 22.8 20.0 27.1 26.9
Travel and Related 5.6 5.4 19.2 16.9 23.4 13.6
Professional Fees 6.1 6.1 17.6 15.3 20.6 19.3
Communications and Information Services 3.4 2.8 10.1 9.5 12.5 10.8
Depreciation and Amortization 3.5 2.3 10.7 6.4 10.0 8.1
Other Expenses 5.0 5.0 17.9 14.1 20.6 19.0
Total Non-Compensation Expense 31.4 28.2 98.3 82.2 114.3 97.7
Total Expenses 154.4 128.1 435.7 380.0 538.7 489.2
Income Before Provision (Benefit) for Taxes $19.8 $12.1 $33.3 $24.8 $41.5 $10.1
Provision (Benefit) for Taxes 5.0 (0.2) 7.5 (5.2) (1.0) 38.4
Net Income (Loss) $14.8 $12.3 $25.7 $30.0 $42.6 ($28.3)
Net Income Attributable to Non-Controlling Interests 8.0 4.7 13.0 10.3 15.4 4.2
Net Income (Loss) Attributable to PJT Partners Inc. $6.8 $7.6 $12.8 $19.7 $27.2 ($32.6)
Net Income (Loss) Per Share of Class A Common Stock — Basic $0.28 $0.34 $0.53 $0.91 $1.23 ($1.73)
Net Income (Loss) Per Share of Class A Common Stock — Diluted $0.28 $0.33 $0.52 $0.85 $1.16 ($1.73)
Weighted-Average Shares of Class A Common Stock Outstanding — Basic 24.0 22.3 24.1 21.4 21.9 18.9
Weighted-Average Shares of Class A Common Stock Outstanding — Diluted 25.0 24.1 25.0 24.0 24.3 18.9
19
Summary of GAAP to Adjusted Financial Information
(Amounts in millions, except per share data)
Note: Totals may not add due to roundingSee “Notes to Financials” on page 24 for footnote detail
3 Months Ended 9/30, 9 Months Ended 9/30, 12 Months Ended 12/31,
2019 2018 2019 2018 2018 2017
Revenues
Advisory $146.1 $117.2 $383.6 $318.9 $451.6 $386.3 Placement 25.6 18.2 77.6 72.5 $111.0 $102.8 Interest Income and Other 2.6 4.8 7.8 13.5 $17.7 $10.2
Total Revenues $174.2 $140.1 $469.0 $404.9 $580.2 $499.3 Compensation and Benefits Expense
Compensation and Benefits- US GAAP Basis 123.0 99.9 337.4 297.8 424.5 391.5 Adjustments:
Transaction-Related Compensation Expense (1) (11.5) (10.2) (37.2) (38.7) (52.6) (71.3) Compensation and Benefits- As adjusted $111.5 $89.7 $300.2 $259.1 $371.9 $320.2
Non-Compensation Expense
Non-Compensation- US GAAP Basis 31.4 28.2 98.3 82.2 114.3 97.7 Adjustments:
Amortization of Intangible Assets (2) (1.8) (0.6) (5.7) (1.8) (3.7) (2.4) Spin-Off-Related Payable Due to Blackstone (3) (0.4) (0.3) (0.5) (1.1) (1.1) (3.0) Impairment (4) – – – – (0.3) –
Non-Compensation- As adjusted $29.2 $27.3 $92.1 $79.4 $109.1 $92.3 Pretax Income
Income Before Provision (Benefit) for Taxes- US GAAP Basis 19.8 12.1 33.3 24.8 41.5 10.1
Income Before Provision for Taxes- As adjusted $33.5 $23.1 $76.7 $66.3 $99.2 $86.8
Adjusted Taxes(5) 6.2 3.6 12.5 8.8 16.5 45.5
Net Income- As adjusted $27.3 $19.5 $64.3 $57.6 $82.7 $41.3
If-Converted Adjustments
Less: Adjusted Taxes (5) (6.2) (3.6) (12.5) (8.8) (16.5) (45.5)
Add: If-Converted Taxes (6) 9.0 5.2 19.8 14.7 22.7 28.1
Adjusted Net Income, If-Converted $24.5 $18.0 $56.9 $51.6 $76.5 $58.7
Adjusted Net Income, If-Converted Per Share $0.60 $0.44 $1.39 $1.30 $1.91 $1.54
Weighted-Average Shares Outstanding, If-Converted 40.9 40.6 41.0 39.7 40.1 38.0
20
Historical Revenues
HISTORICAL REVENUES $mm
406
499 499
580
644
$300
$350
$400
$450
$500
$550
$600
$650
$700
2015 2016 2017 2018 LTM Sep 30 2019
Full Year Revenues
,
21
Capital Priorities
> CamberView acquisition completed on October 1, 2018
> 102% headcount growth since spin1
> 27% headcount growth year-over-year2
> $100mm increase to share repurchase program in April 2019
> ~2.4mm open market repurchases3
> ~3.6mm units exchanged for cash since spin1
> ~0.8mm employee net share settlements1
> Maintained $0.05 dividend
(1) Since spin-off on 10/1/15 to 9/30/19(2) As of 9/30/19(3) Since authorization of repurchase program (October 2017); activity as of 9/30/19
Invest in Our Business Repurchases Dividends1 2 3
22
Continued Focus on Share Count Management
SHARE COUNT1
Share count in mm
Note: Totals may not add due to rounding(1) Assumes all Partnership Units and unvested RSUs are fully converted to Class A common stock. Excluded from 9/30/19 Fully-Diluted Shares Outstanding are 3.7 million unvested Partnership
Units and 0.3 million RSUs that have yet to satisfy certain market conditions. Included in Class A Shares are Vested, Undelivered Shares.(2) Fully-Diluted 9/30/19 Vested Holdings Units include ~6.8 million shares held by current and former Blackstone partners(3) Weighted-average for the three months ended 9/30/19. Assumes all Partnership Units are fully converted and unvested RSUs are converted under the treasury stock method to Class A
common stock.
3Fully-Diluted Shares Outstanding (If-Converted)
2
2%
Share count is up 2% YoY managed through ~2.8mm of repurchases
2
21.923.7 23.3 24.0
8.9
10.0 9.9 10.0
2.5
2.5 2.5 2.55.0
3.5 3.4 3.4
4.04.4 4.1 1.0
42.344.0 43.3
40.9
9/30/2018 6/30/2019 9/30/2019 Wtd. Avg. FD Shares Outstanding
(Treasury Stock Method)
Class A Common Shares Vested Holdings Units Earn-Out Awards Unvested Holdings Units Unvested RSUs
23
Notes to Financials
1. This adjustment adds back to GAAP Pretax Income transaction-related compensation expense for Partnership Units with both time-based vesting and market conditions as well as equity-based and cash awards granted in connection with the spin-off from Blackstone and the acquisition of CamberView.
2. This adjustment adds back to GAAP Pretax Income amounts for the amortization of intangible assets that are associated with Blackstone’s IPO, the acquisition of PJT Capital LP on October 1, 2015 and the acquisition of CamberView on October 1, 2018.
3. This adjustment adds back to GAAP Pretax Income the amount the Company has agreed to pay Blackstone related to the net realized cash benefit from certain compensation-related tax deductions. Such expense is reflected in Other Expenses in the GAAPStatements of Operations.
4. This adjustment adds back to GAAP Pretax Income the impairment on former CamberView leased space.
5. Represents taxes on Adjusted Pretax Income, considering both current and deferred income tax effects for the current ownership structure.
6. Represents taxes on Adjusted Pretax Income, assuming all Partnership Units (excluding the unvested partnership units that have yet to satisfy market conditions) were exchanged for shares of the Company’s Class A common stock, resulting in all of the Company’s income becoming subject to corporate-level tax, considering both current and deferred income tax effects.
24