investor presentation · 2019-05-01 · this presentation contains certain non-gaap financial...
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Investor PresentationMay 1, 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 L.P. (“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 25 and 28 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 March 31, 2019 unless otherwise stated.
Copyright © 2019, PJT Partners Inc. (and its affiliates, as applicable). 2
PJT Partners at a Glance
600Employees
75Partners
8Offices
49Advised clients in 49 countries
$3 trillion+Advised deal volume
$2 trillion+Total liabilities restructured
3
Formation
Build
Build the brand
Expand footprint, geography and expertise
Nurture a culture of collaboration
2016-2018
2015
Building from the Beginning
Transition
2015
Blackstone Pre-Spin
PJT Capital Pre-Spin
RestructuringAdvisoryParkHill
+
PJTCapital
=
PJTCapital
RestructuringStrategicAdvisory
ParkHill
Invest in best-in-class talent
4
Our Strategy: Build Premier Advisory-Focused Investment Bank
Strong Legacy, New Energy
> Combine proven 30-year
franchise with new high
energy firm to create
premier advisory-focused
investment bank
> Attract and retain top talent
at all levels to build
franchise for the long term
The Power of One
> Leverage relationships and
capabilities across our
highly complementary
businesses to better serve
clients and expand market
share
> Nurture cohesive culture of
collaboration and teamwork
Significant Growth Engine
> Continue to build out
Strategic Advisory business
> Expand into new sectors,
capabilities and
geographies
> Enhance client dialogues
and expand client footprint
through integration of PJT
Camberview’s leading
shareholder engagement
franchise
5
Why PJT Partners
Differentiated Growth Strategy
> Market share rather than a market size story
> Firm built to grow in almost any market environment
> Generating growth from collaboration across highly complementary businesses
> Substantial Strategic Advisory buildout
Potential for Significant Operating Leverage at Scale
Management Highly Aligned with Shareholders
#1
#3
#4
Benefits of Diverse, Balanced Businesses#2
6
Global Reach Beyond Physical Locations
Clients across
49countries
8offices in
5countries
75partners
globally
San FranciscoChicago
BostonNew York
London
Madrid
Hong Kong
Sydney
7
Thought Leadership Across a Broad Range of Industries
B T A BANK
8
Big Firm Capabilities…Small Firm Feel
Fundraising
ShareholderEngagement
Restructuring&
SpecialSituations
StrategicCapital Markets
StrategicAdvisory
> Contested Situations
> Corporate Finance
> Corporate Governance
> Debt Capital Markets
> Defense
> Direct Investments
> Equity Capital Markets / IPO
> Fundraising
> Liability Management
> M&A
> Private Capital Markets
> Restructuring & Special Situations
> Secondary Advisory
> Shareholder Vote Campaigns
9
Build out a premier franchise
Benefit from a partnership culture
The opportunity to:
Work with top practitioners
Client relationships
Collaborative approach
Premier Destination for Best-in-Class Talent
Character
Content
Best-in-class talent with:
Create long-term substantial value
What
We Offer
What
We Value
10
10/1/15 1/1/16 1/1/17 1/1/18 3/31/19
Premier Destination for Top Talent at All Levels
328Employees
600Employees485
Employees
3/31/183/31/19
10/1/15
Employee Growth
46
49
54
65
39 15 16 5
Strategic Advisory Restructuring PJT Park Hill Corporate
Partner Growth
75
30 13 17 520 14 16 418 13 15 318 11 14 3
11
Strategic Advisory: Delivering Innovative Solutions to Highly Complex Challenges
~25Years average partner experience
$3 trillion+Advised deal volume
39Partners
36Advised clients in 36 countries
$171 billion2018 global announced M&A volume1
(1) Refinitiv (formerly known as Thomson Reuters) as of 3/31/19
#142018 global announced M&A volume1
12
Trusted Advisor in Strategic Advisory
Select Announced Transactions Since Spin
13
Source: Refinitiv (formerly known as Thomson Reuters) as of 3/31/19Note: Announced volumes since spin-off on 10/1/15 to 3/31/19
Building a Premier Strategic Advisory Franchise
#142018 Global Announced
M&A Volume
$288bnGlobal M&A transactions
$163bnGlobal Cross-
Border transactions
Largest2018 US
Cross-Border transaction
Largest2018 UK
Cross-Border transaction
Largest2018 Telecom
transaction
$154bnTMT
transactions
$127bnSponsor involved
transactions
$37bnHealthcare
transactions
$14bnReal Estate transactions
Largest2018 Media transaction
$14bnIndustrials
transactions
14
5
18
20
27
37
39
Spin 2015 2016 2017 2018 1Q19
3
5
9
18
23
25
Spin 2015 2016 2017 2018 1Q19
Strategic Advisory: Long-Term Growth Driven by a Fast Growing Bench of Experienced Practitioners
STRATEGIC ADVISORY PARTNERS1 STRATEGIC ADVISORY PARTNERS WITH PJT FOR 2+ YEARS1
Notes:(1) Partner counts are as of period end(2) Individuals from Blackstone Advisory Partners that became part of PJT Partners post spin(3) Inclusive of individuals from CamberView Partners that became part of PJT Partners post acquisition
Announcement October 20142
Announcement October 20142
3 3
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PJT Camberview: Market Leadership in Shareholder Engagement
2012Year established
255+Complex proxy votes / campaigns1,2
45+Professionals including 3 partners
60+Proxy fights, shareholder activism and contested / complex M&A situations1
~50%Of the Fortune 1001
(1) Statistics cumulative to April 2019(2) Campaigns include activism, M&A, Director Against, Say-on-Pay and shareholder proposals
9Of the Fortune 101
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Restructuring & Special Situations: Market Leadershipin Distressed Advisory Situations
1991 Year established
600+Distressed advisory situations in 30+ countries
~25Average years of experience across 15 partners
80+Professionals in New Yorkand London
$2 trillion+Total liabilities restructured
(1) Ranking sourced from Full Year 2018 Thomson Reuters Distressed Debt & Bankruptcy Restructuring Review
#2Worldwide announced Restructurings1
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Advised on the 4 largest transactions of 20181
Leading Global Restructuring Franchise
#2 WorldwideAnnounced Restructurings
#2 United StatesAnnounced Restructurings
#2 EMEACompleted Restructurings
(1) Deals sourced from BankruptcyData.com, Standard & Poors and JPMorgan(2) Rankings sourced from Full Year 2018 Thomson Reuters Distressed Debt & Bankruptcy Restructuring Review
$23.7bn1.
2
2
2
$7.6bn3.
$11.0bn2.
$3.2bn4.
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Restructuring & Special Situations:Global Reach and Unmatched Expertise
Creditor AssignmentsIn-Court AssignmentsOut-of-Court Assignments
19
PJT Park Hill: The Leading Intermediary Advisor in the Alternative Asset Space
2005Year established
3,000+Investor relationships
25+Average years of experience across 16 partners
110+Professionals in New York, Chicago, Hong Kong, London and San Francisco
$300 billion+Raised by PJT Park Hill clients since inception, representing over 300 primary funds
$35 billion+Executed transactions by Secondary Advisory
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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
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We are PJT Partners…
Strong Legacy, New Energy
One Dedicated Firm – Three Complementary Businesses
A Tradition of Forward Thinking
Defined by Deep Relationships
Character, Culture and Collaboration
With a Focus on the Future
…your results are our reputation
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Financials
GAAP Statements of Operations
(Amounts in millions, except per share data)
Note: Totals may not add due to rounding
3 Months Ended 03/31, 12 Months Ended 12/31,
2019 2018 2018 2017
Revenues
Advisory $104.5 $103.5 $451.6 $386.3
Placement 23.3 26.1 111.0 102.8
Interest Income and Other 0.3 4.5 17.7 10.2
Total Revenues 128.1 134.0 580.2 499.3
Expenses
Compensation and Benefits 95.2 103.6 424.5 391.5
Occupancy and Related 7.1 6.8 27.1 26.9
Travel and Related 7.0 5.5 23.4 13.6
Professional Fees 5.8 5.2 20.6 19.3
Communications and Information Services 3.2 3.5 12.5 10.8
Depreciation and Amortization 3.6 2.0 10.0 8.1
Other Expenses 6.3 4.8 20.6 19.0
Total Non-Compensation Expense 33.0 27.8 114.3 97.7
Total Expenses 128.1 131.4 538.7 489.2
Income (Loss) Before Provision (Benefit) for Taxes ($0.1) $2.6 $41.5 $10.1
Provision (Benefit) for Taxes (1.0) (4.1) (1.0) 38.4
Net Income (Loss) $0.9 $6.7 $42.6 ($28.3)
Net Income (Loss) Attributable to Non-Controlling Interests (0.2) 1.5 15.4 4.2
Net Income (Loss) Attributable to PJT Partners Inc. $1.1 $5.2 $27.2 ($32.6)
Net Income (Loss) Per Share of Class A Common Stock — Basic $0.05 $0.27 $1.23 ($1.73)
Net Income (Loss) Per Share of Class A Common Stock — Diluted $0.04 $0.24 $1.16 ($1.73)
Weighted-Average Shares of Class A Common Stock Outstanding — Basic 23.8 19.4 21.9 18.9
Weighted-Average Shares of Class A Common Stock Outstanding — Diluted 40.0 23.9 24.3 18.9
24
Summary of GAAP to Adjusted Financial Information
(Amounts in millions, except per share data)
3 Months Ended 03/31, 12 Months Ended 12/31,
2019 2018 2018 2017
Revenues
Advisory $104.5 $103.5 $451.6 $386.3 Placement $23.3 $26.1 $111.0 $102.8 Interest Income and Other $0.3 $4.5 $17.7 $10.2
Total Revenues $128.1 $134.0 $580.2 $499.3
Compensation and Benefits Expense
Compensation and Benefits- US GAAP Basis 95.2 103.6 424.5 391.5
Adjustments:
Transaction-Related Compensation Expense (1) (13.2) (17.8) (52.6) (71.3) Compensation and Benefits- As adjusted $82.0 $85.8 $371.9 $320.2
Non-Compensation Expense
Non-Compensation- US GAAP Basis 33.0 27.8 114.3 97.7
Adjustments:
Amortization of Intangible Assets (2) (2.0) (0.6) (3.7) (2.4)
Spin-Off-Related Payable Due to Blackstone (3) (0.0) (0.8) (1.1) (3.0)
Impairment (4) – – (0.3) –
Non-Compensation- As adjusted $31.0 $26.4 $109.1 $92.3
Pretax Income (Loss)
Income (Loss) Before Provision (Benefit) for Taxes- US GAAP Basis (0.1) 2.6 41.5 10.1
Income Before Provision (Benefit) for Taxes- As adjusted $15.1 $21.8 $99.2 $86.8
Adjusted Taxes(5) 1.5 1.7 16.5 45.5
Net Income- As adjusted $13.6 $20.1 $82.7 $41.3
If-Converted Adjustments
Less: Adjusted Taxes (5) (1.5) (1.7) (16.5) (45.5)
Add: If-Converted Taxes (6) 3.8 4.9 22.7 28.1
Adjusted Net Income, If-Converted $11.4 $17.0 $76.5 $58.7
Adjusted Net Income, If-Converted Per Share $0.28 $0.44 $1.91 $1.54
Weighted-Average Shares Outstanding, If-Converted 41.1 38.6 40.1 38.0
Note: Totals may not add due to roundingSee “Notes to Financials” on page 28 for footnote detail 25
Capital Priorities
#1: INVEST IN OUR BUSINESS
> CamberView acquisition completed on October 1, 2018
> 83% Headcount growth since spin1
> 24% Headcount growth year-over-year2
#2: SHARE REPURCHASES
> $100mm increase to share repurchase program in April 2019
> ~3.4mm units exchanged for cash since spin1
> ~1.4mm open market repurchases3
> ~0.8mm employee net share settlements1
#3: DIVIDENDS
> Maintained $0.05 dividend
(1) Since spin-off on 10/1/15 to 3/31/19(2) 3/31/18 to 3/31/19(3) Repurchase program authorized October 2017; activity to 3/31/19 26
22.524.3
22.524.3 23.8
9.2
10.0
9.2
10.0 12.5
1.3
2.55.0
3.4 5.0
3.4 3.44.14.3 4.1
4.31.3
40.742.1 42.0
44.5
41.1
3/31/2018
(Excl. Earn-Outs)
3/31/2019
(Excl. Earn-Outs)
3/31/2018 3/31/2019 Wtd. Avg. FD Shares
Outstanding (Treasury Stock
Method)
Class A Common Shares Vested Holdings Units Earn-Out Awards Unvested Holdings Units Unvested RSUs
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 3/31/19 Fully-Diluted Shares Outstanding are 3.8 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 3/31/19 Vested Holdings Units include ~6.8 million shares held by current and former Blackstone partners(3) Weighted-average for the three months ended 3/31/19. Assumes all Partnership Units are fully converted and unvested RSUs are converted under the treasury stock method to Class
A common stock. Weighted-average earn-out awards included in vested Holdings Units.
3Fully-Diluted Shares Outstanding (If-Converted)
2
3%
Excluding earn-out awards, share count is up 3% YoY managed through ~2.6mm of repurchases
2
27
Notes to Financials
1. This adjustment adds back to GAAP Pretax Income (Loss) 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 (Loss) 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 (Loss) 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 GAAP Statements of Operations.
4. This adjustment adds back to GAAP Pretax Income (Loss) 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.
28