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 Web site 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 Web site. 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 [technical difficulty]. In market environments such as these, our firm is set to [technical difficulty]. Our unique combination of businesses, combined with the ongoing strategic advisory build out helps insulate us from market dislocations. This resiliency is challenged -- in challenging markets, is reflected in our record 6 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 in 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 6 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 6 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 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,…

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 knit together boardroom and investor perspectives to deliver a 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 6 months 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…

[Operator Instructions] 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. And 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 mandates because mandates are really the single best indicator of 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. And what we found is even through all of this volatility, more challenging markets, volatile moves and 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's 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 a 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 inevitable or not inevitable, but nearly inevitable that asset…

Yes. No, that's perfect, Paul. And I guess it kind of feed into my follow-up here. I mean I appreciate the next couple of quarters or a little bit uncertain just with all of what you just said. But if we were to kind of fast forward to 2023, just based on the way your business model works with the balance with restructuring as well, that being a meaningful contributor. Can you just talk a little bit about like the -- maybe the more intermediate term outlook? Because it feels like 2023 could actually be a better year than maybe you would have thought heading into 2022, just given that restructuring feels like it's accelerating at a much more meaningful pace. You're just not going to see it over the next couple of quarters just based on the way those revenues are recognized. So can you maybe just kind of tailor in the restructuring piece and kind of the magnitude of acceleration and then how that plays in for maybe the more intermediate term outlook for the firm.

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 6 months, I'd be more than happy to give you a clear eye sense of 2023 because a lot of that will reflect conditions that will exist that will all operate in 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. And 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 in having a broad based and balanced business. And a lot of our strategic advisory work continues to be focused 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, whether it's on investor outreach and positioning companies. And all of those are wonderful hooks in creating new clients. So as we continue to do that, good things are going to happen. But 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 [technical difficulty] 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. And I guess 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 that the summer is being taken off. But there's clearly been a pause, which is 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 pause. The second is just given the uncertain environment, I think sponsors are looking very carefully at where [technical difficulty] are headed. They're looking at businesses who are all being buffeted by different challenges, whether it's supply chain, its inflation, ability to pass higher costs on to consumers, technological innovation, competitive threats, regulatory overlay. We are just dealing with an uncertain market, and I do think that there's a general sense to sort of 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 that capital isn't being put out that deals aren't getting done, that sponsors aren't willing to engage. And I do think that from their own portfolio perspective, this is probably not viewed as the optimum time to monetize some of their own assets. And one of the benefits of private equity is they are incredibly good at the cadence and timing of their asset monetization. So I suspect you'll also see a little bit less supply there. So for all of those reasons, there's been a meaningful falloff in sponsor activity, but it's been relatively recent. And I don't think it's at all permanent, but it's going to weigh on activity levels for a period of time. And as I said, I think financing is still available and financing is available in size. Financing has become meaningfully more costly. And when you're already having difficulty sort of matching buyers and sellers, I think that, that's an issue. And I would say that there are a number of banks that are still struggling with some capital commitments that they've made and probably are going to be less aggressive in new commitments until it sort of works its way through the system. So this is a market where I don't think you can identify a single factor that is weighing on activity. We are dealing with a lot of factors and almost all of them are serving as depressants to activity in the sponsor community. I'd 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 and 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. So 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 spoke about slower deal activity, more subdued sponsor deployment, the elongation of deals, certainly a more tepid outlook as you noted, than where things were at the start of the year, unsurprising given the higher recession probabilities. And 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 2020, 2021, there was a bit of a frenzy of activity. But I was hoping you can provide some perspective on how you see activity levels projecting relative to 2019?

Yes. It's clearly slower. Now part of it is -- a lot of it's a function of where the equity markets are because for better or for us, M&A tends to be highly pro-cyclical. It's almost 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 bit cautious whether they're catching a falling knife. So as a result, you sort of need some stabilization. And I think that makes this an unfavorable comparison relative to 2019. And 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 we're moving appreciably. We didn't have a lot of the challenges that we have now. So I suspect that it's fair to say that 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. And what has not changed is the level of engagement. So if you ask me to compare the level of desire or 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 throated diligence, negotiation and an agreement. But I suspect that when we get to a more stable equilibrium that, that will return. So to me, what gives me the most comfort is just the very high-level of strategic discussions and engagement. And 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, ex-T&E. At the same time, you did talk about from a comp perspective, the favorable recruiting environment. I just want to get a sense 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, I -- 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’ve 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 the ability to recruit for that talent in this environment and particularly post COVID sequestrations and lockdowns is just greater. And last year, we were very clear that, that was a challenge for all of those reasons. We have all of those challenges to add senior talent. And while we did, it's just harder when people are locked down and it's even harder when people are locked down and up to their eyeballs in deal activity to pivot and just head off the gardening leave in the midst of that. This environment dramatically different. And 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 [technical difficulty]. So I don't think that will change, and I’m quite comfortable that, 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, just maybe to put a finer point on some of the discussion around the outlook. You kind of said it didn't -- hasn't really changed much, but maybe the geography has. I think when we last spoke on the last call, you were thinking the second half would be, particularly in strategic advisory, a little bit stronger than the first half. Has that changed dramatically? Is it -- do you see restructuring doing better, but still sort of the message that second half looks a little better than the first? Or is that given the uncertainty kind of off the table a little bit?

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

Revenue geography.

Yes. So 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. And just 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. And therefore, some of that's going to affect our business. We're not 100% insulated from that market environment. So 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. And 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. Right.

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 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. So that typically takes a couple of quarters to play out. So I think the demand, and as we've talked about, as we have a more challenging fundraising environment and as LPs need to create priorities, they're more likely to want to shift and that will create more demand. I think GPs are going to continue these tools to create monetization opportunities and liquidity for their own LPs. 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 sort of 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 wanted to start with restructuring. Just a follow-up on that. So it does sound like activities more active than what you talked about on the last earnings call, but the revenue potential, as you mentioned, is probably more of a 2023 and beyond event. So I know that you don't have a crystal ball, but I am trying to understand what this current restructuring up cycle could look like relative to prior ones, because it seem to be a lot of different factors in play here. So any thoughts there as you kind of compare and contrast this to prior cycles? And then just -- has the team really changed at all versus 2020? Is it relative to the same team on the field and is kind of the right way to think about the ability to absorb more capacity tied to the growth of the strategic advisory business as perhaps those bankers could help work on some of the restructuring activity that could pick up later this year and into next year?

Sure. So I mean how -- I mean, how big this opportunity gets is really going to be a function of how severe this economic downturn is, and I don't think anyone has a crystal ball, so you can do all sorts of stress scenarios and it could be bigger, it could be a lot bigger, it could be dramatically bigger than where it is today. And clearly, the one thing that is different is just the quantum of debt outstanding towards any other cycle. That's the first point. So the quantum of debt just towards any other cycle. So depending upon what overlay you punt on it, you should see higher activity levels. That would be the first point. The second point, and we’ve been consistent on this is COVID did an awful lot of damage and disrupted a lot of business models where that damage was not fully understood because of the extraordinary stimulus that was pumped into the market, both fiscal and monetary. And that over time, as you move from a risk on to a risk-off environment, those companies will have to deal with some fundamental challenges. So that is [technical difficulty] this time as I'd argue a lot of companies were weakened because of the change in market structure, consumer buying patterns and the like that resulted from COVID. I think the third is as we continue to build out our strategic advisory footprint, and as we are in more industries as we have more relationships, we get pulled into more liability management dialogues, which is a competitive advantage. So that's more of a micro lens as to how PJT should benefit more from the next cycle than the last cycle because being free of conflicts having a much larger, far more powerful strategic advisory…

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 3Q that we should be aware, that's just kind of 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 security has been exited? And if not, what is the plan there?

Sure. So on the pull forward, there was a $14 million Q2 this year, and that compares with $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. And historically, the two largest [technical difficulty] line are reimbursable expenses and interest income. So we’ve on occasion taken investments. And this investment, as I mentioned, as a result of a transaction that we worked on and some of the fee we earned we applied to making an investment, it is a mark-to-market of the position. It's unrealized. So we’ve not sold the position. And when we look at it, where it sits today, it's still 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. And 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.