Good day, everyone, and welcome to the PJT Partners Second Quarter 2022 Earnings Call. Today's conference is being recorded. At this time, I'd like to turn the conference over to Ms. Sharon Pearson, Head of Investor Relations. Please go ahead, ma'am.

Thank you very much. Good morning and welcome to the PJT Partners second quarter 2022 earnings conference call. I’m Sharon Pearson, Head of Investor Relations at PJT Partners. Joining me today is Paul Taubman, our Chairman and Chief Executive Officer; and Helen Meates, our Chief Financial Officer. Before I turn the call over to Paul, I want to point out that during the course of this conference call, we may make a number of forward-looking statements. These forward-looking statements are subject to various risks and uncertainties, and there are important factors that could cause actual outcomes to differ materially from those indicated in these statements. We believe that these factors are described in the Risk Factors section contained in PJT Partners 2021 Form 10-K, which is available on our website at pjtpartners.com. I want to remind you that the company assumes no duty to update any forward-looking statements and that the presentation we make today contains non-GAAP financial measures, which we believe are meaningful in evaluating the company's performance. For detailed disclosures on these non-GAAP metrics and the GAAP reconciliations, you should refer to the financial data contained within the press release we issued this morning, also available on our website. And with that, I'll turn the call over to Paul.

Thank you, Sharon, and thank all of you for joining us this morning. Before we turn to our results, I wanted to provide some context on the broader operating environment. As the year has progressed, the macro environment has grown more challenging. A steady stream of negative news flow and building recessionary fears continue to weigh on market sentiment. This uncertainty has pressured debt, equity, and M&A markets across the board. While we always expect that M&A markets to cool in 2022, the slowdown in activity is greater than we previously forecasted. As M&A activity cools, restructuring activity is limited. In market environments such as these, our firm is set to adapt. Our unique combination of businesses, combined with the ongoing strategic advisory build-out, helps insulate us from market dislocations. This resiliency in challenging markets is reflected in our record six-month revenues. We have often said that a slower M&A environment benefits us from a recruiting perspective, particularly at the senior level, where bankers have more bandwidth to engage and switching costs are lower. In this environment, the pace of our senior hiring has picked up. And while our overall near-term growth in headcount is likely to moderate, we expect this pace of senior hiring to continue. Helen will now review our financial results.

Thank you, Paul. Good morning. Beginning with revenues. Total revenues for the second quarter were $233 million. Revenues in our three businesses were essentially unchanged from a year ago, with slight increases in restructuring and Park Hill, and a slight decline in strategic advisory revenues. Interest income and other revenue decreased $6 million in the second quarter, resulting in total revenues down 3% year-over-year. For the six months ended June 30, total revenues were $479 million, a record level and up 7% year-over-year. Increases in restructuring and Park Hill more than offset a slight decline in strategic advisory revenues. The decrease in interest income and other for the quarter and six-month periods was driven by a reduction in value on equity securities we received as part of transaction compensation. Turning to expenses. Consistent with prior quarters, we presented the expenses with certain non-GAAP adjustments. These adjustments are more fully described in our 8-K. First, adjusted compensation expense. Adjusted compensation expense continues to be accrued at 63%. This ratio represents our current best estimate for the full year 2022. Total adjusted non-compensation expense was $37 million for the second quarter, up $5 million year-over-year and $72 million for the first half, up $12 million year-over-year as a percentage of revenues 15.9% in the second quarter, and 15% in the first half. Of the $12 million year-over-year increase in non-comp expense for the first half of the year, approximately $9 million was due to increased travel and related expense. Excluding travel and related, our non-comp expense was down 1% in the second quarter and up 5% for the first half compared to a year ago. Given the timing of certain expenses, we expect growth in these non-comp expenses will be higher in the second half of the year compared to the first half. Therefore, for the full year, we expect our non-comp expense excluding travel and related to grow in the high single-digit percentage. This is less than we had initially forecast, as we've remained disciplined in our expense management. Turning to travel and related, activity continues to normalize more quickly than we initially expected. And this expense will continue to be the principal driver of year-over-year growth in our total non-comp expense for the year. Turning to adjusted pre-tax income. We reported adjusted pre-tax income of $49 million for the second quarter and $105 million for the first six months. Our adjusted pre-tax margin of 21.1% for the second quarter, compared with 24.1% for the same period last year, and 22% for the first six months compared with 24% for the same period last year. The provision for taxes, as with prior quarters, represented our results assuming that all partnership units had been converted to shares and that all of our income was taxed at a corporate tax rate. We also take a full-year view of the tax benefit relating to the delivery of vested shares during the first quarter. Our effective tax rate for the first half of 2022 was 25.8%, and we expect this to be the effective tax rate for the full year. Our adjusted earnings were significantly higher per share for the first six months. On the share count, for the quarter, our weighted average share count was 41.6 million shares. During the second quarter, we repurchased approximately 469,000 shares, primarily through open market repurchases. Repurchases in the first six months totaled approximately 1.7 million shares, including the exchange of partnership units for cash. On the balance sheet, we ended the quarter with $181 million in cash, cash equivalents, and short-term investments, and $273 million in net working capital, and we have no funded debt outstanding. Finally, the Board has approved a dividend of $0.25 per share. The dividend will be paid on September 21, 2022, to Class A common shareholders of record as of September 7. And with that, I'll turn it back to Paul.

Thank you, Helen. I will now review our businesses in greater detail. Beginning with strategic advisory. Although M&A announcements have recently slowed, and announced deals are currently taking longer to complete, the level of strategic engagement across the board continues to be high. In a world that is speeding up, companies will need to respond more quickly to changes in their operating and competitive environment. And that, in turn, will require companies to be more active strategically. While M&A activity often ebbs and flows in the short term, M&A remains a secular growth business over the longer term. Our strategic advisory build-out remains central to our firm's long-term growth. To that end, we continue to invest in our strategic advisory franchise and we are beginning to see meaningful benefits from investments previously made. As a case in point, PJT Camberview's shareholder advisory capabilities have increasingly become a differentiating element of our strategic advisory franchise. The significant gains we have made across activism, defense, strategic IR, and ESG advisory reflect our unique ability to integrate boardroom and investor perspectives to deliver differentiated advice. Our integrated approach is resonating with clients through enhanced win rates and deepened relationships. Even with a challenging backdrop, our mandate count is up year-over-year and currently stands near record levels. Turning to PJT Park Hill. The fundraising environment for alternative investments has also become more challenging, with the fundraising market more crowded than ever before. Alternatives outperformance relative to public market indices has created a numerator and denominator effect, and many investors have limited capital available for new commitments. In this environment, PJT Park Hill delivered record six-month results and remains on track to deliver record results for all of 2022. While not immune to industry-wide challenges, we are well-positioned given PJT Park Hill's leading franchise, our careful selection of best-in-class managers, and differentiated relationships with capital allocators around the globe. Turning to restructuring. As the year has progressed, stress is clearly building in the credit markets. Companies are facing a combination of rising interest rates, inflationary pressures, and supply chain disruptions. Many are finding their degrees of freedom significantly reduced. And there is broad-based concern as to whether these companies will continue to have sufficient access to capital to deal with all the shocks that may come their way. As a result, clients are increasingly receptive to engaging on these topics earlier than ever before. We have seen an uptick in liability management discussions, and our mandate count is up meaningfully relative to a year ago. While our 2022 restructuring revenues will be up relative to 2021 levels, most of our recent increase in activity won't be reflected in our restructuring results until 2023 and beyond. Looking ahead, we feel really good about our people, our mix of businesses, and our competitive positioning. While this is a difficult market, it fundamentally plays to our strengths, highlighting the resilience of what we have built, and making it easier for us to continue the build-out. We continue to be optimistic about our near, intermediate, and long-term prospects. And with that, we will take your questions.

We'll take our first question now from Devin Ryan of JMP Securities. Please go ahead.

Hey, good morning, team. How are you?

We are well. Good morning, Devin.

I guess, start maybe with a two-parter here on just the M&A advisory outlook. And appreciate maybe the prior outlook that you had given was maybe even a little more subdued than some of your peers. But can you maybe just help us with qualification or quantification of the degree of how much more challenging than previously forecast, the M&A market has become? And I think tied into that, the theme that we're hearing a lot is just kind of elongated deal processes and deal closings. And so just how that kind of has evolved and maybe where we are, if you can quantify kind of how long deals are taking today versus maybe a year-ago?

Sure. Well, look, we came into the year with a more cautious, and I would suggest a more realistic sense of the M&A conditions around us. Therefore, we believe that from a macro perspective, there was going to be a step down in activity for a variety of reasons, and all of that remains true. The fact is though that a lot of shocks to the system have caused it to become more difficult to get deals to an announcement phase and deals that have been announced are taking longer to close. So you're seeing a backup across the board, and that's why we tend to focus principally on mandates, because mandates are really the single best indicator of a company's willingness, desire to engage, and to pursue strategic transactions. And even if it becomes more challenging for deals to be agreed or if agreed deals take longer to close, you need to start somewhere. What we've found is even through all of this volatility, more challenging markets, volatile moves in prices, and the like, companies have strategic needs and they're willing to go forward to investigate those. But if you step back and ask, well, why aren't transactions happening at the same pace, I think it's a multifaceted explanation. First and foremost, when you have volatility in value, it becomes just more difficult to agree between buyer and seller. So as there are movements and most of the recent movements have been to the downside, that just makes it harder for sellers to agree to a price. They may have started at one price with one expectation and in the midst realize that, that will no longer be obtainable, and they'll then choose to withdraw that asset from the marketplace. But it's nearly inevitable that asset will return to the market in the not-too-distant future. So that's one element that you have here is just trying to find an equilibrium. Second is the financing markets have become more difficult. As a result, some buyers have had difficulty securing financing or some of their capital sources are less willing to be aggressive in providing committed financing, or just simply the cost of the financing has risen, and its impact on valuations has then caused buyers and sellers to be unable to agree. I think there's also a bit of exhaustion in the part of the private equity community. They put out an extraordinary amount of capital. Markets are uncertain, and I think there's just a broader pause that we're seeing in the marketplace. When you add on top of that, in certain industries, lots of shocks to the system that are driven by the war in Ukraine, inflationary pressures, supply chain disruptions, it's just harder to get companies together. The notion of bringing transformative ideas to market and trying to tell that story in a bearish market is not something that we are seeing a lot of. All of those reasons have led to a meaningful reduction in activity, but there has not been a meaningful reduction in engagement. Hopefully, Devin, that helps get at your question.

Yes, that's perfect, Paul. I appreciate that the next couple of quarters may be uncertain based on what you just mentioned. However, if we look ahead to 2023 and consider how your business model operates alongside the restructuring efforts, which seem to be significant, could you share some insights on the intermediate term outlook? It seems like 2023 might actually turn out to be a better year than initially expected at the beginning of 2022, especially since the restructuring appears to be gaining momentum. Although we may not see immediate results in the next few quarters due to how revenues are recognized, could you elaborate on the restructuring aspect and the scale of its acceleration? How does that impact the intermediate term outlook for the company?

Well, I certainly don't want to cast the gauge to 2023 until we actually get through 2022. So I think to give me another six months, I'd be more than happy to give you a clearer sense of 2023 because a lot of that will reflect conditions that will exist over the balance of the year. What I would say is relative to where we started the year, we are seeing increased pressures on strategic activity, and that is a headwind, but we are seeing clear stress in the system, and our restructuring business heating up. I don't think that our overall perspective on the year has changed very much, but clearly, the composition of that has shifted, and that is one of the benefits of having a broad-based and balanced business. A lot of our strategic advisory work continues to focus on securing mandates, introducing new clients to the firm, building out our capabilities, and really using our other tools to support clients, whether it's in activist defense or investor outreach and positioning companies. As we continue to do that, good things are going to happen. When and how it actually hits the P&L, I think we will need to play it out a little bit. But I would say that our views on the year have not changed very much. There's been some shifting as to where the drivers will be this year.

Got it. Okay. Thanks so much, Paul. I will leave it there. Let someone else in.

Okay. Thanks, Devin.

We can now take our next question from Richard Ramsden of Goldman Sachs. Please go ahead.

Good morning, guys. So, Paul, I was hoping you could talk about the engagement from financial sponsors and how that's evolved over the last few months, just given the significant dislocations that we’ve seen in markets. Within that, can you talk a little bit about financing conditions, both for strategic transactions as well as for financial sponsors and how much of a headwind that's become in the last month or so? Thanks.

Sure. So with respect to financial sponsors, as I just said a moment ago, I wouldn't say that the summer is being taken off. But there's clearly been a pause, reflective of two fundamental conditions. One is the extraordinary pace at which capital was deployed over the past year or two, and that has sort of naturally paused. The second is just given the uncertain environment, I think sponsors are looking very carefully at where things are headed. They're looking at businesses who are all being buffeted by different challenges, whether it's supply chain issues, inflation, the ability to pass higher costs on to consumers, technological innovation, competitive threats, regulatory overlays. We are just dealing with an uncertain market, and I do think there's a general sense to just let things hit a new equilibrium before you start to see very significant capital being deployed. Now again, that's a macro theme. That doesn't mean capital isn't being put out, that deals aren't getting done, that sponsors aren't willing to engage. I do think that from their own portfolio perspective, this is probably not viewed as the optimal time to monetize some of their own assets. One of the benefits of private equity is they are incredibly good at the cadence and timing of their asset monetization. I suspect you'll also see a little bit less supply there. There has been a meaningful falloff in sponsor activity, but it's been relatively recent. I don't think it's at all permanent, but it's going to weigh on activity levels for a period of time. As I said, financing is still available and is available in size; however, financing has become meaningfully more costly. When you're already having difficulty matching buyers and sellers, I think that’s a pressing issue. I would say that there are a number of banks that are still struggling with some capital commitments that they've made and are likely to be less aggressive in new commitments until it works its way through the system. We are dealing with a lot of factors and almost all of them are serving as depressants to activity in the sponsor community. I would also say that sponsors are being very proactive in looking at their portfolio companies that are highly leveraged and seeing how the debt is trading and their own liquidity, being extraordinarily proactive in creating additional runway for their portfolio companies and also trying to capitalize on some credit opportunities in the bonds of these companies. It's creating a different sort of activity on the other side.

Okay. Thanks a lot. That’s very helpful.

Thank you, Richard.

And we can now take our next question from Steven Chubak of Wolfe Research. Please go ahead.

Hi. Good morning, Paul.

Good morning.

So you had spoken about slower deal activity, more subdued sponsor deployment, the elongation of deals, and certainly a more tepid outlook as you noted, than where things were at the start of the year. Unsurprisingly, given the higher recession probabilities. I was hoping you could just speak to or at least provide some perspective on how activity compares with pre-pandemic levels. I think most people recognize that 2020 and 2021 had a bit of a frenzy of activity. But I was hoping you could provide some perspective on how you see activity levels projecting relative to 2019?

Yes, it's clearly slower. Part of it is a function of where the equity markets are because for better or worse, M&A tends to be highly pro-cyclical. The higher the price, the more companies transact, and what you find is when there are big declines, sellers don't want to sell, and buyers may be a little cautious about whether they're catching a falling knife. You sort of need some stabilization. I think that makes this an unfavorable comparison relative to 2019. In 2019, we weren't trying to climb the wall of worry about whether or not we were headed into a recession. We didn't have interest rates that were moving appreciably, and we didn't have a lot of the challenges that we have now. So I suspect that it's fair to say we're looking at a more subdued activity level than '19. On the other hand, we have incredible desire for companies to use M&A as a tool either offensively or defensively. What has not changed is the level of engagement. If you ask me to compare the level of desire, engagement, or willingness to set up transactions, I don't think it's very different than 2019. But a lot less is moving from conceptual stage or exploratory conversations to full-diligence, negotiation, and an agreement. I suspect that when we get to a more stable equilibrium, that will return. What gives me the most comfort is just the very high level of strategic discussions and engagement. In other market environments, we've seen that shut off; that is clearly not the case in this current environment.

Got it. And just for my follow-up on the expense side, certainly encouraging to hear the more favorable non-comp expense guidance; at the same time, you did talk about from a comp perspective, the favorable recruiting environment. I just want to get a sense of whether you felt that you could maintain your comp ratio targets even in the face of what's a challenging advisory backdrop and the really attractive opportunity that's presented itself in terms of recruitment?

I mean, look, the current accrual, which was for the 3 months and the 6 months, is our best estimate of the full year, and that has not changed. I've always maintained that we have a set of criteria for hiring senior bankers that does not change. That has not changed. It is the same as what it was before. I think the receptivity and ability to recruit for that talent in this environment, particularly post-COVID sequestrations and lockdowns, is greater. Last year, we were very clear that it was a challenge for all of those reasons. We have all of those challenges to add senior talent. While we did, it's just harder when people are locked down and up to their eyeballs in deal activity to pivot and head off the gardening leave in the midst of that. This environment is dramatically different. As a result, since we think we have a very compelling proposition, we have seen, and I expect you'll continue to see us with more senior talent. I don't think that will change, and I’m quite comfortable that fits well with our current accrual estimates.

Really helpful color, and thanks for taking my questions.

Absolutely.

And we will now take our next question from Jim Mitchell of Seaport Global Securities. Please go ahead.

Hey, good morning.

Good morning.

Good morning.

Paul, to clarify the discussion about the outlook, you mentioned it hasn't changed much, but perhaps the regional dynamics have. Last time we spoke, you anticipated that the second half, especially in strategic advisory, would perform somewhat better than the first half. Has that perspective shifted significantly? Do you expect restructuring to improve, while still believing the second half will slightly outperform the first? Or given the current uncertainty, is that outlook now less certain?

Yes, when you talk about geography, I think you're talking about which floor they're building as opposed to the broader geography. What I’m going to say ...

Revenue geography.

Yes. What I would say is there shouldn't be all that surprising that from the beginning of the year, we are more constructive on restructuring than how we started the year. Even though we have a near-record number of mandates and we have a very robust backlog, you have to acknowledge that the strategic advisory backdrop is far more challenging. Some of that is going to affect our business; we're not 100% insulated from that market environment. I think that's a little bit of the shift. One business probably has a more constructive forecast for the year; the other is obviously dealing with a more challenging backdrop. I think it's really as simple as that. As it relates to earlier commentary about strategic advisory with it being back-end weighted, that continues to be the case.

Okay, that's helpful.

More in the second half than the first half.

Right. And maybe specifically on secondary advisory. I would think given the disruptions in the public markets, are you seeing any increased activity in secondary advisory in terms of demand for shifting portfolios and things like that?

I think there is, which is a good trend in the intermediate and long-term. The only challenge is that in the short-term when marks have moved an awful lot or maybe the marks need to be reconciled with what's happened in the public markets, you find it a little bit more difficult to transact off of a net asset value that maybe doesn't fully reflect or has yet to fully adjust to what the new realities are. It typically takes a couple of quarters to play out. So I think the demand, as we've talked about, as we have a more challenging fundraising environment, and as limited partners need to create priorities, they're more likely to want to shift, and that will create more demand. I think general partners are going to continue these tools to create monetization opportunities and liquidity for their own limited partners. So all in place, but when you see price volatility, you tend to want to see things sort of put on pause for a quarter or two until everything aligns.

Okay. Thanks for that. Thanks for taking my questions.

Of course.

And our final question today comes from Michael Brown of KBW Securities. Please go ahead.

Great. Thank you. Good morning.

Good morning, Michael.

So, Paul, I'd like to start with the restructuring. I'd like to follow up on that. It seems like there is more activity than what you mentioned during the last earnings call, but as you noted, the revenue potential is likely more of a 2023 and beyond scenario. I understand you can't predict the future, but I'm trying to grasp what this current restructuring cycle could look like compared to previous ones, as there appear to be many different factors at play. Do you have any insights on how this compares with past cycles? Additionally, has the team changed at all since 2020? Is it essentially the same team in place, and should we think about the ability to take on more capacity in relation to the growth of the strategic advisory business, since those bankers could support the restructuring activity that may increase later this year and into next year?

Sure. The size of this opportunity is really going to be a function of how severe the economic downturn is, and I don't think anyone has a crystal ball. You can do all sorts of stress scenarios, and it could be bigger, dramatically bigger than where it is today. The one thing that is different is just the quantum of debt outstanding towards any other cycle, which is significant. Depending upon what overlay you put on it, you should see higher activity levels. COVID did an awful lot of damage and disrupted many business models where that damage was not fully understood due to extraordinary stimulus pumped into the market, both fiscal and monetary. Over time, as you move from a risk on to a risk-off environment, those companies will have to deal with fundamental challenges. I think the third is as we continue to build out our strategic advisory footprint, and as we are in more industries and have more relationships, we get pulled into more liability management dialogues. That's a competitive advantage. We have a very talented team of practitioners who’ve been working closely with their strategic advisory counterparts for seven plus years now. We've also promoted many talented individuals because our restructuring franchise has a superb bench of talent. We’ve moved to organize it on a more global basis by having it better integrated globally, which also helps. There's a lot of good there. I don’t want to be gleeful about the opportunity because it only happens if the markets and the economic backdrop dislocate significantly. The fact is that 2021 was an aberration. When you look at the damage that was done and how much of that was hidden because of extraordinary fiscal monetary stimulus, it was not a fair reflection of the broader system's stress. I think that '22 and '23 are at a meaningfully higher set point than '21 because it shows many companies are facing challenges. Add a recession or steep inflation to the need to drive interest rates higher to combat inflation, and it could be significantly worse. We're a firm that will react and advise clients based on any economic condition. Some conditions are more favorable for certain businesses, others for others. Our focus remains on serving our clients through any market conditions.

Great. That was really helpful, Paul. Thank you. I just got two kind of modeling nitpicky questions here, maybe for Helen. Was there any pull-forward into the second quarter from Q3 that we should be aware, that's above the normal cadence? And then on the interest income and other line, there was a mark there this quarter. Can you tell us what that line would have been without those marks? And then any additional color you can share about those marks of the securities as being exited? And if not, what is the plan there?

Sure. On the pull-forward, there was a $14 million in Q2 this year, compared to $21 million in the same period last year. In terms of the interest income and other, that's averaged about $3 million a quarter if you look over the last four quarters. Historically, the two largest contributors in that line are reimbursable expenses and interest income. We've taken investments on occasion. This investment, as I mentioned, was a result of a transaction we worked on, and some of the fees we earned were applied to making an investment. It's a mark-to-market of the position, which is unrealized. We haven't sold the position, and when we look at it today, it still sits above where it was initially marked.

Okay, great. Thank you for taking my questions.

Thanks very much.

Thank you. I think there are no further questions. So I appreciate, as does Helen, your interest in our company, your questions. We look forward to speaking with you all on our next earnings call. Thank you.

This concludes today's call. Thank you for your participation. You may now disconnect.