Investor PresentationApril 28, 2020
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 of 1934, 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 statements include all statements that are not historical factsand can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “opportunity,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,”“might,” “should,” “could” or the negative of these terms or similar expressions.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of ourbusiness, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject toinherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside our control. Our actual results and financial condition may differ materially from thoseindicated in the forward-looking statements. Therefore, you should not place undue reliance upon any of these forward-looking statements. Important factors that could cause our actual results and financialcondition to differ materially from those indicated in the forward-looking statements include, among others, the following: a) changes in governmental regulations and policies; b) the possibility ofcyberattacks, security vulnerabilities, and Internet disruptions, including breaches of data security and privacy leaks, data loss, and business interruptions; c) the possibility of failure of our computer systemsor communication systems during a catastrophic event, including the outbreak of COVID-19; d) the impact of catastrophic events, such as COVID-19, on the U.S. and the global economy, including businessdisruptions, reductions in employment and an increase in business failures; e) the impact of catastrophic events, such as COVID-19, on our employees and our ability to provide services to our clients andrespond to their needs; f) the failure of third-party service providers to perform their functions; and g) volatility in the political and economic environment.
The risk factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the United States Securities and Exchange Commission (“SEC”),as such factors may be updated from time to time in our periodic filings with the SEC, accessible on the SEC’s website at www.sec.gov, could cause the results of PJT Partners to differ materially from thoseexpressed in forward-looking statements. There may be other risks and uncertainties that PJT Partners is unable to predict at this time or that are not currently expected to have a material adverse effect onits business. Any such risks could cause the results of PJT Partners to 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 or includes amountsso as to be different than the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”) in thestatements 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 to investors in understanding the Company’s operating results: AdjustedPretax Income; Adjusted Net Income; Adjusted Net Income, If-Converted, in total and on a per-share basis; Adjusted Earnings per Share; Adjusted Compensation and Benefits Expense and Adjusted Non-Compensation Expense. These non-GAAP measures, presented and discussed in this presentation, remove the significant accounting impact of: (a) transaction-related compensation expense, includingexpense 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 associated with Blackstone’s initial public offering (“IPO”), the acquisition of PJT Capital LP, and the acquisition ofCamberView; (c) impairment of CamberView’s former leased space; and (d) the amount PJT Partners has agreed to pay Blackstone related to the net realized cash benefit from certain compensation-relatedtax deductions. Reconciliations of the non-GAAP measures to their most directly comparable GAAP measures and further detail regarding the adjustments are provided on pages 25 and 29 of thispresentation. For additional information about our non-GAAP financial 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 necessarily agree with any ofsuch 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 our affiliates or agents, make anyrepresentation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any datait generates and expressly disclaim any and all liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information or any errors or omissions therein. Any views or termscontained herein are preliminary, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are subject to change. We undertake no obligations orresponsibility to update any of the information contained in this document. Past performance does not guarantee 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 orpurchase 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 not constitute 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 recommendation by us or any of our affiliates. This document isnot 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, 2020 unless otherwise stated.
Copyright © 2020, PJT Partners Inc. (and its affiliates, as applicable).
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COVID-19 Impact on Operations
> Vast majority of employees working remotely since mid-March
> Continued investment in remote computing infrastructure
> Provided additional employee support to facilitate transition to remote
> Firm has strong balance sheet and is conservatively capitalized
- Cash generative model
- Significant cash balances
- Debt free
> All aspects of firm remain fully operational
> Able to operate in this manner for foreseeable future, if necessary
> No material changes to internal controls as result of new working environment
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(1) Bloomberg announced volume since spin-off on 10/1/15 to 3/31/20(2) Since spin-off on 10/1/15 to 3/31/20
PJT Partners Is a Premier Advisory-Focused Global Investment Bank
Vision
Leading Businesses across Strategic Advisory, Shareholder
Advisory, Fundraising and Restructuring
Global Platform with ~680 employees including
88 Partners in the U.S., Europe and Asia
$100 Billion+ Capital raised2
$480 Billion+ M&A deals announced1
$400 Billion+ Liabilities restructured2
4
Only advisory 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 -- zero-based budgeting approach
Oct. 1, 2015
5
Full Year 2019 & First Quarter 2020 Financial Highlights
(1) Figures are shown ‘as adjusted’; see reconciliations on page 25
$718Million
Strong Revenue Growth
Pretax Income Growth1
+56% YoY
$132Million
+160% YoY
Strong EPS1
$2.41
+154% YoY
$200Million
+24% YoY
$39Million
+33% YoY
$0.71
+26% YoY
Full Year 2019
First Quarter2020
6
PJT Partners TodayNew take on the traditional advisory model
Young, entrepreneurial firm
Global reach and sophistication
Collaboration embedded in culture
Destination for talent at all levels
Client, not market share focused
Asset light business model
Broad based advisory capabilities
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PJT Partners Growth StrategyApproach to Investment
Continuous, disciplined investment in Strategic Advisory
Long-term investment horizon with significant growth opportunities ahead
Ongoing investment in technology initiatives
Creation of Chief Innovation Officer role
Opportunity to expand footprint, geographic presence and adjacent capabilities
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1 Global Culture...7 Locations
30Languages
19Nationalities
25%+Employees Outside the U.S
Global Talent Global Client Reach
1 Global Culture…7 Locations
Chicago LondonBoston MadridNew YorkSan
FranciscoHongKong
50Countries
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Why Clients Choose PJT Partners
Big Firm Capabilities
> Activism/Defense
> Contested Situations
> Corporate Finance
> Corporate Governance
> Debt Capital Markets
> Direct Investments
> Equity Capital Markets/IPO
> ESG/Sustainability
> Fundraising
> Liability Management
> Mergers and Acquisitions
> Private Capital Markets
> Restructuring & Special Situations
> Secondary Advisory
> Shareholder Vote Campaigns
> Strategic IR
Small Firm Feel
Partnership Culture
Advice Is the Main Event
Client Centric
Experienced, Engaged Teams
Mindshare, not Market Share
Fundraising
ShareholderAdvisory
Restructuring&
SpecialSituations
StrategicCapital Markets
StrategicAdvisory
SecondaryAdvisory
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Note: Bloomberg and Refinitiv announced M&A volume as of 12/31/19
Premier Strategic Advisory Franchise
Fundraising
ShareholderAdvisory
Restructuring&
SpecialSituations
StrategicCapital Markets
StrategicAdvisory
3Largest Gaming
Transactions
2nd
Largest Financials
Transaction
$235bn+ Global M&A Announced
Volume
#9 Global M&A Announced
Volume
3 of 6 Largest
Healthcare Transactions
#7U.S. M&A
Announced Volume
2019 Highlights
SecondaryAdvisory
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Advising Companies on Their Most Important Strategic Decisions…Large and Small
Fundraising
ShareholderAdvisory
Restructuring&
SpecialSituations
StrategicCapital Markets
StrategicAdvisory
SecondaryAdvisory
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Differentiated Shareholder Advisory Capabilities through PJT Camberview
Fundraising
ShareholderAdvisory
Restructuring&
SpecialSituations
StrategicCapital Markets
StrategicAdvisory
Note: Shareholder Advisory statistics cumulative to April 2020; Campaigns include activism, M&A, Director Against, Say-on-Pay and shareholder proposals
225+Global public
company clients
50+Fortune
100 clients
9Fortune
10 clients
Advised on
300+Complex proxy
votes and campaigns
85+Activism defense
and contested situations
2,700+Client engagement
meetings with
250+ investors
Shareholder Advisory
SecondaryAdvisory
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Expanding Strategic Capital Market Capabilities
Fundraising
ShareholderAdvisory
Restructuring&
SpecialSituations
StrategicCapital Markets
StrategicAdvisory
Strategic Capital Markets
Structured Products
Debt Capital Markets
Equity Capital Markets
Private Capital Markets
SecondaryAdvisory
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Leading Global Restructuring & Special Situations Franchise
Fundraising
ShareholderAdvisory
Restructuring&
SpecialSituations
StrategicCapital Markets
StrategicAdvisory
Advised on 5 of the Top 10 Restructurings in 20191
#1 EMEACompleted Restructurings
#1 WorldwideAnnounced Restructurings
#1 WorldwideCompleted Restructurings
$51.7bn $11.2bn
#1 United StatesAnnounced Restructurings
$4.8bn $2.9bn $1.9bn
SecondaryAdvisory
Note: Announced deals sourced from BankruptcyData.com and based on actual liabilities; Rankings sourced from Refinitiv League Table ranking extracted from SDC Platinum as of 2/11/20(1) Excludes out-of-court restructurings 15
Advising Companies Across Multiple Sectors
Fundraising
ShareholderAdvisory
Restructuring&
SpecialSituations
StrategicCapital Markets
StrategicAdvisory
SecondaryAdvisory
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Capital raised
Market Leadership in the Alternative Asset Space through PJT Park Hill
Fundraising
ShareholderAdvisory
Restructuring&
SpecialSituations
StrategicCapital Markets
StrategicAdvisory
SecondaryAdvisory
Fundraising
325+ Primary funds represented
3Private Equity, Hedge Fund, Real Estate
3,000+ Investor
relationships
$350bn+
Secondary
Advisory
Partnering to Deliver Enhanced Execution for Secondary Transactions
Secondary Advisory
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Destination for Top Talent: High-Grading The Big Firm Experience
Brand recognitionEntrepreneurial
at all levels
Globalreach
Complex transaction flow
Advice is the main
event
Pride in accomplishing the 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
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1Q202015 2016 2017 2018 2019
Note: Figures are as of period end
Premier Destination for Top Talent at All Levels
1Q202015 2016 2017 2018 2019
Employee Growth
46 51 61 71
45 14 15 7
Strategic Advisory Restructuring PJT Park Hill Corporate
81
37 13 16 527 13 17 420 13 15 318 11 14 3
353419
Partner Growth
473590 678
49 15 17 7
88
682
19
3 5
9
18
23
30
35
5
18 20
27
37
45
49
2014 2015 2016 2017 2018 2019 1Q20
Strategic Advisory: Long-Term Growth Driven by a Growing Roster 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
Sustained growth in Strategic Advisory partner hires since inception
More partners gaining traction on the PJT platform
Approximately one-third of partners still new to the PJT platform
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What Our Employees are Saying about Us
Commitment to Integrity
Differentiated Culture
Note: Based on PJT’s 2018 & 2019 employee feedback surveys and PJT’s 2020 Working From Home / COVID-19 employee feedback survey
Commitment to Excellence
Respect Among
Colleagues
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 leadership encourages 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.
Concern for Well-Being of
Employees
I am truly impressed with PJT and how the company isfocusing on staying in touch with employees.
I truly feel how concerned the firm is for the well-being and work environment of the employees, just like a family.
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Our Clients’ Results Are Our Reputation...
Strong Legacy, New Energy
One Integrated Firm, Complementary Capabilities
A Tradition of Forward Thinking
Defined by Deep Relationships
Culture Defined by Collaboration, Clients and Content
With a Focus on the Future
…We are PJT Partners
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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 3/31, 12 Months Ended 12/31,
2020 2019 2019 2018
Revenues
Advisory $156.6 $104.5 $571.8 $451.6
Placement 39.0 23.3 133.2 111.0
Interest Income and Other 4.6 0.3 12.7 17.7
Total Revenues 200.2 128.1 717.6 580.2
Expenses
Compensation and Benefits 134.0 95.2 502.2 424.5
Occupancy and Related 8.7 7.1 31.5 27.1
Travel and Related 5.3 7.0 25.7 23.4
Professional Fees 4.5 5.8 21.8 20.6
Communications and Information Services 3.5 3.2 13.4 12.5
Depreciation and Amortization 3.8 3.6 14.5 10.0
Other Expenses 6.7 6.3 26.4 20.6
Total Non-Compensation Expense 32.6 33.0 133.3 114.3
Total Expenses 166.6 128.1 635.4 538.7
Income (Loss) Before Provision (Benefit) for Taxes $33.6 ($0.1) $82.2 $41.5
Provision (Benefit) for Taxes 1.6 (1.0) 18.4 (1.0)
Net Income $32.0 $0.9 $63.8 $42.6
Net Income (Loss) Attributable to Non-Controlling Interests 13.1 (0.2) 34.2 15.4
Net Income Attributable to PJT Partners Inc. $18.9 $1.1 $29.6 $27.2
Net Income Per Share of Class A Common Stock — Basic $0.78 $0.05 $1.23 $1.23
Net Income Per Share of Class A Common Stock — Diluted $0.72 $0.04 $1.21 $1.16
Weighted-Average Shares of Class A Common Stock Outstanding — Basic 24.1 23.8 24.0 21.9
Weighted-Average Shares of Class A Common Stock Outstanding — Diluted 40.4 40.0 25.0 24.3
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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 29 for footnote detail
3 Months Ended 3/31, 12 Months Ended 12/31,
2020 2019 2019 2018
Revenues
Advisory $156.6 $104.5 $571.8 $451.6
Placement 39.0 23.3 133.2 111.0
Interest Income and Other 4.6 0.3 12.7 17.7
Total Revenues $200.2 $128.1 $717.6 $580.2
Compensation and Benefits Expense
Compensation and Benefits- US GAAP Basis 134.0 95.2 502.2 424.5
Adjustments:
Transaction-Related Compensation Expense (1) (3.9) (13.2) (41.9) (52.6)
Compensation and Benefits- As adjusted $130.1 $82.0 $460.3 $371.9
Non-Compensation Expense
Non-Compensation- US GAAP Basis 32.6 33.0 133.3 114.3
Adjustments:
Amortization of Intangible Assets (2) (1.9) (2.0) (7.7) (3.7)
Spin-Off-Related Payable Due to Blackstone (3) (0.0) (0.0) (0.5) (1.1)
Impairment (4) – – – (0.3)
Non-Compensation- As adjusted $30.6 $31.0 $125.1 $109.1
Pretax Income (Loss)
Income (Loss) Before Provision (Benefit) for Taxes - US GAAP Basis 33.6 (0.1) 82.2 41.5
Income Before Provision for Taxes- As adjusted $39.4 $15.1 $132.3 $99.2
Adjusted Taxes(5) 1.4 1.5 22.0 16.5
Net Income- As adjusted $38.0 $13.6 $110.2 $82.7
If-Converted Adjustments
Less: Adjusted Taxes (5) (1.4) (1.5) (22.0) (16.5)
Add: If-Converted Taxes (6) 10.3 3.8 33.7 22.7
Adjusted Net Income, If-Converted $29.1 $11.4 $98.5 $76.5
Adjusted Net Income, If-Converted Per Share $0.71 $0.28 $2.41 $1.91
Weighted-Average Shares Outstanding, If-Converted 40.9 41.1 41.0 40.1
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Historical Revenues
HISTORICAL REVENUES $mm
Full Year Revenues
406
499 499
580
718
790
$350
$450
$550
$650
$750
$850
2015 2016 2017 2018 2019 LTM Mar 31, 2020
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Balance Sheet Highlights
Capital Priorities
> CamberView acquisition completed on October 1, 2018
> 108% headcount growth since spin1
> 14% headcount growth last twelve months2
> Repurchased approximately 8 million shares since spin1
> Repurchased approximately 1 million shares in 1Q20
> Maintained $0.05 dividend
(1) Since spin-off on 10/1/15 to 3/31/20(2) As of 3/31/20
Invest in Our Business Minimize Dilution Dividends1 2 3
Highly cash generative businesses
Debt free Strong cash position
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Minimizing Dilution from Investment
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 3/31/20 Fully-Diluted Shares Outstanding are 3.6 million 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 3/31/20 Vested Holdings Units include ~6.7 million shares held by current and former Blackstone partners(3) Weighted-average for the three months ended 3/31. Assumes all Partnership Units are fully converted and unvested RSUs are converted under the treasury stock method to
Class A common stock.
Fully-Diluted Shares Outstanding (If-Converted)
No growth in share count notwithstanding significant investment in the business
Wtd. Avg. FD Shares Outstanding (Treasury Stock Method)
2
3
24.3 24.2 23.8 24.1
11.315.0
12.514.9
4.70.6
3.40.8
4.3 4.71.3 1.1
44.5 44.5
41.1 40.9
3/31/2019 3/31/2020 3/31/2019 3/31/2020
Class A Common Shares Vested Holdings Units Unvested Holdings Units Unvested RSUs
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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 GAAPStatements of Operations.
4. This adjustment adds back to GAAP Pretax Income (Loss) the impairment on CamberView’s former 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.
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