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EARNINGS CALL TRANSCRIPT
EARNINGS CALL TRANSCRIPT 2015 - Q2
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Executives

Mollie Hawkes - Head of IR Steven H. Gunby - President and CEO David M. Johnson - CFO.

Analysts

Randy Reece - Avondale Partners Tobey Sommer - SunTrust Robinson Humphrey Joseph Foresi - Janney Montgomery Scott David Gold - Sidoti & Company Paul Ginocchio - Deutsche Bank Timothy McHugh - William Blair & Company Kevin McVeigh - Macquarie Research.

Operator

Good day everyone, and welcome to the FTI Consulting Second Quarter 2015 Earnings Conference Call. As a reminder, today's call is being recorded. And now for opening remarks and introductions I’ll turn the call over to Mollie Hawkes, Head of Investor Relations at FTI Consulting. Please go ahead ma'am..

Mollie Hawkes Head of Marketing, Communications & Investor Relations

Good morning. Welcome to the FTI Consulting conference call to discuss the company's second quarter 2015 results as reported this morning. Management will begin with formal remarks, after which we'll take your questions.

Before we begin I would like to remind everyone that this conference call may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties.

Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events, future revenues, future results and performance, expectations, plans or intentions related to financial performance, acquisitions, business trends and other information or other matters that are not historical, including statements regarding estimates, medium growth targets, future financial results and other matters.

For discussion of risks and other factors that may cause actual results or events to differ from those contemplated by forward-looking statements, investors should review the Safe Harbor statement in the earnings press release we issued this morning, a copy of which is available on our website at www.fticonsulting.com, as well as other disclosures under the heading of Risk Factors and forward-looking information in our most recent Form 10-K, and in other filings filed with the SEC.

Investors are cautioned not to place undue reliance on any forward-looking statements, which speaks only as of the date of this earnings call and will not be updated.

During the call we will discuss certain non-GAAP financial measures, such as, adjusted EBITDA, adjusted segment EBITDA, total adjusted segment EBITDA, adjusted segment EBITDA margins, adjusted earnings per share and adjusted net income.

For a discussion of these and other non-GAAP financial measures, as well as a reconciliation of non-GAAP financial measures to the most recently comparable GAAP measures, investors should review the press release and the accompanying financial tables that we issued this morning.

Lastly, there are two items that have been posted to our investor relations website this morning for your reference.

These include a quarterly earnings call presentation that we will refer to during this morning's call and an Excel and PDF of our historical financial and operating data, which has been updated to include our second quarter of 2015 results.

With these formalities out of the way, I am joined today by Steve Gunby, our President and Chief Executive Officer; and David Johnson, our Chief Financial Officer. At this time, I will turn our call over to our President and Chief Executive Officer, Steve Gunby..

Steven H. Gunby President, Chief Executive Officer & Director

Thank you, Mollie. Let me join Mollie and David in welcoming everyone to today’s call. As always I am going to do an introduction to the session here, turn it over for David for some more details and then we’ll open the floor for questions. This time I am going to be a little briefer so that we have plenty of time for questions.

The second quarter as a whole as you’ve already seen was a solid quarter, it’s very much in line with where our expectations were, and I think very much in line where most of your expectations were. What I’d like to do is drive down a little bit below that.

As everyone on the call knows each of our businesses are big event businesses that have elements that are market driven, that can be extremely volatile in any short period of time. So in any quarter some of our businesses are going to perform better than expected and some of the businesses will perform worse.

And this quarter, like every quarter that I know of, has been no exception. Some businesses performed better, some performed worse business but importantly the results overall were very much in line with what we expected and I believe most of you. So from my perspective this was a solid quarter.

As we’ve talked about in a number of calls my focus primarily is not on the quarterly earnings. Given the volatile nature of the individual businesses quarterly earnings isn’t a clear measure of whether we’re making progress towards our ultimate goal.

The goal we need to be primarily focused on is whether we are building a business through the quarterly earnings, turning the value -- turning this company into sustainable growth engine, a company that you and our professionals can count on to grow year in and year out. Maybe not quarter in and quarter out but year in and year out.

And so what is more exciting to me than the solid quarter is that yet again our team has made progress on a number of critical dimensions for that long-term journey. David is going to describe some of that progress in the sections, the segment by segment review, we can answer any of your questions in Q&A, let me just highlight a couple of them.

We are making progress on a number of initiatives talked about in each of the segment discussions in prior calls.

Not on every initiative as we’ve discussed, we will never be making progress at the pace we would like on every initiative but we don’t need to, but we’re making progress on a lot of those initiatives and that is very gratifying and David I think you are going to talk about some of that going forward. So let me focus on a different point here.

This quarter we are finally making progress on another key initiative which is to grow our headcount. As I have talked about on some prior calls it took us a little while to get our headcount plans underway, took a while to fully commit and then it takes a while to actually realize those headcount plans.

We can always hire people, what we need to be hiring are the right sort of people the people who can leverage the tremendous professionals we have to help us grow our businesses. That takes a lot of work and it’s work that we hadn’t been investing in adequately for a while.

So we’ve gotten that commitment and organization, we’ve got the effort underway and finally in this quarter we began to see results.

Our total billable headcount is up by 7% this quarter year-over-year and that’s across the board, some senior levels but importantly also some hiring of up and comers that have -- creates the vibrancy and the leverage and the future of our company. There are variations segment-by-segment but all of the segments have made progress to that.

The third point I’d point is that this quarter we began to see the results of being thoughtful and prudent and disciplined with respect to our capital. As we’ve talked about in prior conversations one of our initiatives was to upgrade our M&A processes, which we’ve done. Again we are willing to do deals, we are willing to do M&A.

We hope we will be doing that going forward but it has to be in the right deals with a disciplined process that makes the probability of success strong. We have put such a process in place and thus far most of the deals that have come in front of us have not met that screen. And so as a consequence we’ve been disciplined with our cash.

And because we’ve been discipline with our cash that’s one reason we have cash that is available to use, together with our credit facility to conceivably repurchase debt in the fourth quarter which is a key element of being -- supporting our earnings.

So for me again more important than the quarterly results is that we are driving the changes that can help to turn this company into one that realizes its potential to sustainable growth. There is obviously a lot of work to do.

Some of our segments are ahead of schedule some of them are behind, some of our regions are ahead of schedule, some of them are behind, some of our initiatives are ahead of schedule, some of them behind. David will highlight elements of that and there is obviously volatility in this business.

And so I am sure that on occasion over the next while we’ll disappoint on a different quarter, on a given quarter. But as I have said the experience we have to-date and what I see in this business leaves me with tremendous [Technical Difficulty].

And the unbelievable set of people we have, the capabilities we have and the opportunities that we have and our ability and confidence in our ability to move this company forward by simply realizing the potential of that team.

And so with that let me turn this call over to David for more details on the quarter and then I’ll join David for Q&A after his remarks.

David?.

David M. Johnson

Thanks Steve. I will turn first to slide four. Revenues for Q2 were $449 million, down 1.1% from the prior year quarter. That includes a negative FX impact, which cut an estimated 3.1% from revenue growth. That is, we would have been otherwise up an estimated $9 million or 2% year-over-year and 1.5% of that growth is organic.

Revenues were up sequentially from first quarter 2015 by 3.9% and FX had no material impact on our sequential revenues or profit this quarter. Fully diluted GAAP EPS were $0.52 compared to $0.42 last year. EPS was increased $0.02 by the reversal of an acquisition-related contingent consideration liability.

The prior year quarter included a $0.14 special charge to eliminate our West Palm Beach Office and corporate plane lease. Thus on an adjusted basis EPS was $0.50 compared to $0.55 a year ago and $0.50 in the first quarter this year. Adjusted EBITDA was $55.5 million or 12.4% of revenues.

That compares to $59.9 million, 13.2% of revenues in second quarter 2014, and $58.7 million, 13.6% margin Q1 this year. So turning to slide five and we’ll talk about the segments. Corporate Finance revenues increased 4.9% to $109 million compared to $104 million last year and that was net of an estimated four point drag from FX.

Excluding the FX estimate revenue increased by $9.3 million or 8.9% and that was driven by higher demand for distressed and non-distressed service offerings in North America and higher demand for transaction and advisory services in Europe, Middle East and Africa or EMEA, which was partially offset by year-over-year decline in the Asia Pacific Restructuring practice.

Revenues were up sequentially 2.7% from Q1. Adjusted segment EBITDA for the quarter was $22 million or 20.2% of revenues compared to $19 million or 18.4% of revenues prior year quarter and $22.5 million or 21.2% of segment revenues, Q1. We were delighted to deliver a greater than 20 point margin for our second straight quarter in Corp. Fin.

Again just as in first quarter this was driven by improved demand for distressed services. Those revenues in North America were up double-digits year-over-year and also up from first quarter, albeit at a slower sequential growth rate compared to the first quarter.

Again we saw strength in energy, mining and mining services with matters like magnitation and in retail and consumer where wins included A&P and Corporate Defense [ph]. We expect these sectors retail, energy and mining to continue to provide more opportunities in the second half.

This quarter FTI was ranked in the top position by The Deal in Out-of-Court restructuring for the second consecutive quarter. We continue to be pleased with our market position in distressed services. Moreover we also remained very focused on building out our non-distressed offerings.

In the second quarter we benefited from this focus as North America non-distressed revenues also increased in the double-digits compared to prior year and high single-digit sequentially. We also had continued momentum from investments in our European businesses, that also supported second quarter results.

Transaction advisory services continued to gain traction in Europe and we expect that investment, combined with our European tax practice to turn EBITDA positive in 2015. I would also like to highlight the progress this segment is making in restoring headcount, as Steve said and improving operating leverage.

During the quarter this hiring focus resulting in about a 9% year-over-year increase in billable headcount. Those positive results were partially offset by softness in Asia Pacific, largely Australia consistent with the last two quarters.

Australia continues to be impacted by top line pressure but we do expect that mining and mining services sectors will provide a few opportunities in the second half. Overall we do not anticipate a significant improvement in this practice in the near-term.

To provide our outlook for the segment we expect to see continued demand for our both, our distressed and non-distressed offerings throughout the remainder of the year and we anticipate revenues similar to first half levels with margins in the high teens in the third and the fourth quarter.

In Forensic and Litigation Consulting or FLC we reported revenue of $126.1 million in the quarter. That was an increase of 5.9% compared to $119 million in the prior year quarter and that includes a 1.9% estimated negative impact from FX.

Excluding that estimate the revenue increase was $9.4 million or 7.9% driven by higher demand for hospital operations revenue and success fees in health solutions and increased demand for our global constructing solutions and investigation services.

This was partially offset by declines in our disputes in Financial and Enterprise Data Analytics or FEDA practices. Revenues increased 2.3% sequentially from $123.3 million in Q1. FLC’s adjusted segment EBITDA was $20 million or 15.8% of segment revenues compared to $22.3 million or 18.7% in the prior year quarter.

On a sequential basis adjusted segment EBITDA was down $2.1 million from Q1. The major drivers of the decrease in adjusted segment EBITDA and our margin were lower utilization as we saw some demand declines in certain practices like FEDA, along with a continued increase in staffing to support our strategic growth initiatives.

Two, a severance charge for the departure of an FMD and three to a lesser extent higher outside services and bad debt expense. Again and worth noting FLC had the highest year-over-year increase in billable headcount, up 110 professionals or 10% year-over-year.

This business, like corporate finance restructuring, was one of our segments that was most negatively impacted by leverage degradation in 2011 and 2012. These are incredibly important investments. As we told you in the beginning of the year FLC is running hard to stay ahead of tough comparisons to the high level of activity they saw in 2014.

They are still running hard but we now think they will likely not clear the 2014 bar. In our outlook we expect to see revenue, margin and EBITDA production similar to the first half of 2015 in FLC.

In particular we see revenues similar to the first quarter and we see margins similar to the second quarter of 2015, in both of third and the fourth quarter. This is a step back from our last forecast when we expect FLC’s second half to be stronger than the first half of the year.

The step down in our outlook is driven by lowered second half revenue forecast that several practices have experienced greater difficulty than we had originally forecast in replacing revenue from large matters that particularly benefitted 2014.

Despite this we will continue to invest in headcount both junior and senior in the second half and we believe this incremental talent will be a very important contributor to results particularly as we enter 2016. Second quarter Economic Consulting revenues declined 7.3% to $108.7 million compared to $117.2 million in prior year quarter.

That includes a 2.8% estimated negative FX impact but Econ also benefitted 1.8% year-over-year from an acquisition. Excluding both Econ revenues declined organically $7.4 million or 6.3% year-over-year. Sequentially revenues increased 2.5% from $106 million in Q1. M&A related anti-trust revenue continues at high levels.

Examples include Siemens $7.8 billion acquisition of Dresser-Rand and the Nokia Alcatel Lucent merger, so down somewhat from first quarter. Financial and breach of contract revenues were up sharply sequentially but still down from last year’s level. International arbitration was also up both sequentially and year-over-year.

Adjusted segment EBITDA in the quarter was $15.3 million or 14.1% of revenues compared to $18 million or 15.4% of revenues in the prior year quarter and up from $11.6 million or 10.9% of revenues in Q1.

The decrease in adjusted segment EBITDA margin was due to lower utilization in the anti-trust and financial economics practices, which was partially offset by higher realized bill rates and utilization in the segment’s energy services.

In our outlook we expect North America non-M&A related finance and anti-trust litigation services to continue at similar levels for the remainder of the year although we do see some encouraging signs emerging towards the end of the year. Based on what we could see our market share remains excellent, particularly in M&A related anti-trust.

We expect continued success in international arbitration in our energy business continues to grow. We hope to see revenues in the third quarter growing to an absolute level similar to third quarter 2014, and then pulling back with seasonality in the fourth quarter, again similar to 2014.

We are targeting EBITDA margins consistent with the second quarter levels that we reported today. In the second quarter Technology segment revenues of $61.8 million increased 1.8% compared to $60.7 million in prior year quarter, including a one point decrease estimate from FX.

Including that estimate revenue increased year-over-year $1.7 million or 2.8%. Sequentially revenues increased 13.1% from $54.7 million in Q1. The increase in revenues was primarily due to an increase in M&A related second request work where we saw revenues triple sequentially.

This strength was partially offset by a decline in cross border investigations and reduced pricing for certain services during the quarter. Our market leadership and expertise in second request continues to be a differentiator with clients.

As most of you know second requests often arise on very short notice and are closed within a compressed timeframe.

Because our second quarter revenue was achieved without the same volume of complex lengthy global engagements that we experienced in 2014 we will have to continue to work hard to fill our second half pipeline and we’ll face tough comparisons versus the second half of 2014 as our second request engagements roll off.

Adjusted segment EBITDA was $12.2 million, or 19.7% of segment revenues, compared to $15.1 million or 24.9% of segment revenues in the prior year quarter.

The decrease in adjusted segment EBITDA margin was due to lower realized pricing for certain services, investment in global personnel to support future growth opportunities and an increase in lower margin services as a percentage of total revenues.

Our expectations for 2015 continue to reflect significant investment in the Technology segment which we believe is essential to continue to advance our strategic position.

Our investments are targeted at three areas; one, software innovation for our existing green tail [ph] offering as well as the development of new products targeting emerging client needs. Two, expanded business development to create an even deeper presence in the corporate and public sectors as complements to our long-term involvement with law firms.

And three, increased scalability of our global capabilities to support our strategy of fulfilling our client’s global and data privacy requirements with local personnel and local infrastructure. Over last 12 months these investments are at a level well above what we invested in the same prior year period.

Looking forward we acknowledge that this segment can and will produce volatile results. In our outlook we continue to expect full year segment EBITDA in Technology to be down versus 2014.

Based on the current pipeline we expect third quarter revenues to be in the range we achieved in the first three quarters of 2014 and margins to be in the low to mid-20s due to adjustments in mix.

While we are working hard to deliver fourth quarter performance at a similar level to third quarter we currently have less visibility into the fourth quarter than we might like and would not count on that in your modeled expectations.

In Strategic Communications second quarter revenues decreased 18.6% to $43.4 million compared to $53.3 million in the prior year quarter. Now that included an estimated 7.3% unfavorable impact from FX. Excluding FX, revenues decreased or 11.3%.

Now of that $6 million the majority of the decrease $4.3 million or eight points was a result of lower pass-through income. The remaining $1.7 million in revenues was largely due to lower project based revenues in North America and EMEA and lower retainer based revenues in North America.

Our North American business which has a large energy practice was negatively impacted year-over-year by client reactions to low oil prices, which has weakened demand in the energy industry for some of our more discretionary services. On a sequential basis revenues were 3% higher compared to $42.1 million in Q1.

I know that many of you have expected significantly higher revenues in Strat Comm. In our view this is not a miss. We are transitioning to a higher margin model in this segment and we have consciously sought to eliminate less profitable revenue.

Combined with the impacts of FX and changes in pass-through revenue which has a very low or no contribution to profits the revenue change in this quarter is small and is in line with our expectations.

Adjusted segment EBITDA was $5.6 million or 13% of segment revenues compared to $5.8 million or 10.9% of segment revenues in the prior year quarter and $5.8 million or 13.7% of segment revenues in Q1. The increase in adjusted segment EBITDA margin was driven by improved revenue mix and lower pass-through income.

Margins also improved year-over-year from reduced headcount and related cost savings activities initiated in 2014, which was partially offset by higher bad debt. In our outlook we expect revenues in the second half of the year to be at the same levels of the second half of 2014 and EBITDA margins to be in the mix to high teens.

As usual I won’t spend a lot of time on the geographic break downs on slide six. Suffice to say North America remains our primary engine with corporate finance driving results again this quarter. We are beginning to see our investments in Europe bear fruit with positive contributions from Corp. Fin, FLC Technology and Econ.

Asia Pacific remains week driven largely by Australia and Latin America had mixed results with strength in FLC revenues offset by weakness elsewhere. Turning to slide seven our cash and cash equivalents were $240 million at quarter end compared to $94 million at June 30 last year.

Net cash provided by operating activities for the quarter was $20.6 million compared to net cash last year of $33.7 million. DSOs were 104 at the end of June compared to 108 days in the prior year quarter and up 3 days from March 2015.

Turning to our outlook commentary for 2015, now that we are half way through the year we are adjusting our prior expectations for fiscal year ‘15 revenues from the range we targeted in February of between $1.8 billion and $1.9 billion to a new range of between $1.75 billion and $1.85 billion. There are a few key drivers of this change.

We’ve adjusted back our outlook for revenue and FLC in Economic Consulting and Technology’s pipeline is uncertain. As you know Technology is a lumpy business and during the quarter the 13.1% sequential increase in revenues was supported by increased M&A related second request activity.

While our Tech group has always been successful with replacing large projects, at this point in time our limited visibility into the fourth quarter coupled with the lack of large cross border investigations, leaves us with some caution about second half outlook. Similarly we are narrowing our adjusted EPS range to between $1.95 and $2.15.

I will give you some background on our thinking. Last month we amended and extended our credit facility. As part of this announcement of that deal we spoke to our intentions to retire some of our fixed rate debt, in line with the capital allocation strategy I discussed on our last earnings call.

In our press release we stated our intention to on or before October 1, 2015, subject to market conditions and other factors, to retire $400 million of our 6.75 notes due 2020, funded by a combination of approximately $275 million of borrowings under the new facility and approximately $140 million of cash.

We estimate that this will benefit our fourth quarter adjusted EPS by about $0.08. And as a reminder we will have a onetime expense for the early retirement of 6.75 notes of approximately $19 million. We exclude this type of non-recurring expense from adjusted EBITDA and adjusted EPS.

So taking into account the $0.08 anticipated benefit in the fourth quarter why are we not increasing our outlook but instead taking $0.05 off the top of the range? First, our 2015 expectations for FLC, Econ and Technology are lower compared to our views at the beginning of the year.

Second, fourth quarter is one of the most difficult for us to predict, particularly in Tech. So while we would like the $0.08 to be additive it’s more likely than not that it will cover fourth quarter risk. Third, we are not backing away from our commitment to invest in the business, and our investments will fall more heavily in the second half.

In addition our fourth quarter outlook also includes what will now be a recurring all FMD [ph] meeting for our 400 plus senior officers similar to the meeting we held last November. That meeting was extremely successful. And we believe this is an investment we should regularly make.

Consistent with last year we anticipate that direct cost alone could be approximately $0.07 per share. So this expense was always contemplated in our budget. So our unallocated corporate expense in the third quarter should be similar to levels in fourth quarter of last year, and fourth quarter should be $0.07 higher than that.

Finally we’ve also been asked how to think about the benefit of the refinancing to 2016 earnings, which we estimate will be a further improvement of $0.17 or more again depending on your view of LIBOR or $0.25 if you started with the base assumption that we otherwise wouldn’t retire debt and not make any use of accumulated cash.

When we set the goal of $2.50 per share or more for 2016 we created a set of ranges describing what we thought each of our segments might be able to do if focused on investing in organic growth.

We knew not all of them would achieve their aspirations and we also knew the enterprise had other assets principally its cash flow that also supported our confidence that we could do at least $2.50. We are not ready today to predict where each segment will be in 2016. We usually speak to our new annual outlook in February.

However we do know that with the benefit of refinancing added to our strategies for organic growth we have an additional cushion to help us reach the $2.50 EPS threshold giving us additional confidence that we can meet or exceed that goal. With that we will now open up the call for your questions.

Operator?.

Operator

[Operator Instructions]. And we’ll first go to Randy Reece with Avondale Partners..

Randy Reece

Good morning..

Steven H. Gunby President, Chief Executive Officer & Director

Good morning Randy..

Randy Reece

I was, first of all wondering about your commentary on the fourth quarter.

Is that influenced at all by your experience with the fourth quarter of last year?.

David M. Johnson

Well, it’s the only fourth quarter I have had here. So yeah I guess it matters and after the end of the year with a fair amount of volatility based on how people are doing versus their goals, whether they would be litigators, whether they’d be regulators, whether they’d be corporations.

So for the experts who have to respond to their requirement sometimes unexpectedly you can have a lot of volatility on whether things are powering through to December 31st with everybody going full speed as opposed to people finishing their objectives late November early December.

So that does create some volatility for a reactive expert firm like us..

Randy Reece

That was kind of my read of what you were saying. The changes in guidance obviously you don’t revisit annual guidance after the first quarter.

I am wondering how much of your outlook changed between the first quarter conference call and now versus was just of a steady progression since you originally gave the annual guidance?.

David M. Johnson

Well I think there was we definitely had changes in mix of expectations between the full year guidance and the first year guidance and I think that was reflected in some changes in terms of the revenue and margin outlooks for each individual business but I would say the material change between where we were at last quarter and where we are today is primarily in the FLC segment.

Some incremental weakness in Economics and Technology but I think within the range of risks that we articulated before.

So the particular change in our outlook is that while we think the FLC segment is making tremendous progress, is investing well and is on an excellent organic growth trend they were hoping and we were hoping that they would have more success in replacing the second half revenue last year that came from some of their large matters.

And as those pull back, as those have pulled back over the course of the first half I think they are not going to be quite as successful in replacement. But the underlying investment in growth trend we think continues to be good..

Randy Reece

All right thank you very much..

Operator

We will go next to Tobey Sommer with SunTrust..

Steven H. Gunby President, Chief Executive Officer & Director

Good morning Tobey..

Tobey Sommer

Good morning.

A question for you about the billable headcount growth and that endeavor to kind of revive the organic growth engine, what sort of growth on an annualized basis, would you have in mind even if it’s a range and so far how does the take-up and uptick in productivity feel to you broadly, not talking about any specific segment?.

Steven H. Gunby President, Chief Executive Officer & Director

Yeah Tobey, thanks very much. That’s a very good question. I don’t think we have settled on a long-term goal for headcount growth. I mean a lot of what we’ve been focused on is rebuilding the pyramids that shrunk over a number of years and so what we’ve committed to this year is pretty clear and our plan sort of going into next year are clear.

I think it’s a good question what the long-term goals are. I could imagine they are not far from what we are doing right now but I think we as a management team have to talk about that and settle on that as we go into our longer term planning next year.

But I think this quarter 7% year-on-year is not a crazy number for us to have in our minds as we’re going into the next while. So that’s at least maybe an interim answer for you, I mean the long-term 2016 to 2021 we need to be thinking about as a team.

But I think we have substantial ambitions to be a growth company, we have a right to be a growth company and if we are not going to rely on acquisition as the primary driver of that, all great professional firms that are not relying on acquisitions grow headcount substantially. Some of them grow them 5% a year, some of them grow 12% a year.

Growing 7% a year seems well within that range. So I don’t think it’s a crazy number but we haven’t settled on a long-term number. With respect to the productivity it’s an obvious and important question.

The truth is when you start adding headcount, in general your productivity goes down, because you don’t -- the new people don’t come in and instantaneously hit the ground running as fast as the old folks were. And that’s one of the reasons why firms don’t do it because if you were to manage next quarter you don’t add it.

And we could have -- FLC didn’t need the new headcount for this quarter. What FLC needs the headcount is to build its pyramid and build its long-term strategy and that’s what we are committed to.

The good news in professional services is it doesn’t take five years for people to become productive, depending on the tenure of people it can be anywhere from six to nine months to 12 to 24 months to become productive.

But right now we are making a conscious investment and we think that’s part of the reason to be bullish about where we can be in ‘16 and ‘17 as these people become productive it’s going to help our business.

Does that answer your question, Tobey or help?.

Tobey Sommer

It does. It does help. And then two follow-ups.

If I were to think about the margins that the company is delivering now how much are those investments in headcount weighing on the margin and relative to the 7% overall headcount increase, how would you characterize the rate of growth among senior revenue generators versus the base of the pyramid? Is it comparable or is there a different rate of growth depending on which aspect of the pyramid we’re talking about?.

Steven H. Gunby President, Chief Executive Officer & Director

Let take at the beginning and see if David has more to add. Look I think the question of how much does it weigh on margins depends on what your base line is right. Let me pick on FLC for a second. If you use last year as a base line then man it’s weighing on margins, right. Our revenue is not up and our headcount is.

Headcount costs you money that weighs on margins. But if you recall our conversation last year on FLC, what we said was that actually we were short on headcount. We were running at unsustainably high levels of utilization last year with no capacity to grow the business because we were short on headcount.

And so if you measure against that base line of course it weighs on it. If you are saying on a sustainable basis am I willing to have a lower margin you can’t run at that margin all the time which is what we had last year and you can’t grow from there. So it’s not a shareholder accretive level of utilization.

So we are willing to take lower utilizations than that as long as we then turn the headcount growth overtime into productivity and revenue growth and EBITDA growth and that’s what we are planning to do. So that’s at least a partial answer.

David anything you want to add to that?.

David M. Johnson

Well on the other question we don’t have the breakout by level in front of us but since our goal is to increase leverage, which by definition requires the growth at the top to be slower than the top at the bottom, and almost certain that with rare exception that the data would show that we are growing junior headcount faster than senior headcount.

The only exception would be a place where we are just starting our practice and we might hire one or two senior people then they build out their team. Overall I think that’s right..

Tobey Sommer

Okay. Just a quick question. You mentioned kind of M&A in your prepared remarks yet establishing the organic growth is the first priority.

Is there any shift to the timing of your willingness to look at M&A or was that just a reminder that eventually you might do a deal?.

Steven H. Gunby President, Chief Executive Officer & Director

No shift at all, Tobey. We have been looking at deals and have been since the day I joined, and since before. We are willing to look at deals. What is different perhaps is the level of discipline that we are looking at those deals with, and so far ones really haven’t met the screen.

But we are still in a situation that if we could do the sort of transformative fundamental deals that created this company, or in certain cases really substantially augmented with a set of people who are committed to staying here and building the business we would do those deals.

It’s just that we’ve put in place a more disciplined process in a frothy market we’ve not found ones that meet our, not only our financial hurdles but our hurdles about attracting people who want to be here to build the business for the long-term as opposed to short-term monetization objectives and so that’s why we’ve generated cash.

Does that help?.

Tobey Sommer

It does, thank you very much..

Operator

We’ll go next to Joe Foresi with Janney Montgomery Scott..

Joseph Foresi

Hi. I had just a couple questions here, just to start with the headcount additions. Where particularly are you finding the talent that you’re looking for, and usually in these businesses you add headcount in anticipation of revenue growth.

Maybe you could just point us to what area you think might be associated with the headcount ramps?.

Steven H. Gunby President, Chief Executive Officer & Director

Yeah, I will take it. Where do we find them, it’s totally lots of different places and Holly Paul is working heavily with the various segments to make sure we’re identifying all the sources of talent and some of it is entry level headcount which is pretty straight forward. You hire those on campuses.

But it’s also a lot of laterals hired headcount from other firms, strong people from other firms who are attracted to the entrepreneurial nature of our firm has been a great, great set of additions at the mid-levels. It’s been a great way to hire what we call senior consultants and Directors and Senior Directors and Managing Directors.

We’ve also hired some laterally at the SMD level, although as David pointed out that’s proportionately less than more junior ranks. So there is a lot of different sources. I am not sure I can point to one and then obviously varies by segment because the types of people we hire are different.

In one segment you hire economists, in other segments you are hiring accountants, in other segments you are hiring lawyers and so forth. And then by geography, the pools we use in Hong Kong are obviously different than the pools we use in London. I forgot the second part of your question, Joe..

Joseph Foresi

Yeah, it was just that usually the headcount is associated with some expectation on either revenue ramp or those people becoming productive and I think you hit some of your earlier comments in producing revenues themselves.

So I am just wondering what you’re seeing out there for catalysts that could drive the numbers a little bit higher?.

Steven H. Gunby President, Chief Executive Officer & Director

That’s a good question, I think it really ties to the bets that we’ve talked about in other calls and David briefly alluded to.

So and even in a segment for example that has shrunk headcount year-on-year Strat Comm, we got out of some businesses that were very low margin but we have bets that we believe in, where we believe we have the right to win, in public affair, in our energy business and so forth.

So where we have talented groups of people where we think we have a right to win, where the market has shown us that we can grow, we add headcount in those areas in anticipation of growth. And as somebody asked on a prior question the initial add to those headcounts probably drives down productivity.

But the theory is that this will be the engines that support our growth in ‘16 and ‘17. So you can look across all the segments with that lens. We’ve talked about in FLC the strength of some of our positions and investigations and in construction. So we are making bets behind those. In Corp.

Fin we’ve talked about distressed services where we have a right to win, even in down market like retail but also non-distressed services like the Office of the CFO practice we have, where we are having success in the marketplace.

So what we’ve asked every segment to do in every region is to identify the areas where they feel we have a right to win and then we agreed as a management team that we are going to hire behind those places, right to win in anticipation of demand knowing that some places it will take us longer than we want for the demand to come here.

But that’s part of what you do to create a sustainable growth engine.

Joe, did that help?.

Joseph Foresi

Yeah, I think you’re getting to the essence of the question. I guess as you look forward -- and I will just end with this question, as you look forward through -- as you look back at history one of the things that have driven revenues in this particular business has been restructuring or downticks in bankruptcy.

Clearly you’re making progress to sort of get away from those key drivers but maybe you could just line up what you’re seeing in those individual businesses, two or three that you think may be the largest contributor to growth based on the investments that you're making at this point?.

Steven H. Gunby President, Chief Executive Officer & Director

So I am going to resist the two to three because it’s a little bit like I guess there aren’t too many families with 36 children, but identifying your three favorite children if you had 36 children would be a recipe to get the other 33 to feel like they are not loved, do you understand what I am saying. I mean but that’s a bit of a joke but it’s true.

The truth is that organic growth is not a two thing initiative. If you want to buy something, buying General Motors would be one of the two strategic thrusts of the company if we get it. Because it will be so big it would all absorbing.

When you are talking about organic what you are asking for is professionals to look to where they have the right to win and say where do I think investment can help me drive that business. So it’s not even international arbitration.

It’s international arbitration in London, investing behind that, where we already have a strong position and then it’s creating an international arbitration practice in Washington where we don’t have one.

It’s those series of bets that we have been identifying and that we have a collective set of I don’t know if it’s 30 but it’s probably not far from that and what we do is we make the bets and we monitor them quarterly on how they are going and seeing and how they are going.

It’s the cumulative effect of those that is driving, and what we have to do is also replenish those quarter-after-quarter-after-quarter and add to them. So we actually have 33 children that we all like and some of them are going to grow faster than others and then well I don’t know how to continue this metaphor. So I will drop the metaphor.

We are not going to prune children but we’re going to -- we’re pruning bets as we need to and redouble down on other bets -- on certain bets and do other ones. But it’s a lot of bets that drive the growth not individual two big ones.

Does that help Joe?.

Joseph Foresi

It does.

Just to finish the thought that with your 33 children are they correlated to one type of movement in the economy, like historically when things have gone poor, the company would do very well or are they going to be sort of non-cyclical? How do you think about, because as analysts we’re trying to anchor that with some catalyst that we could tie to that portfolio..

Steven H. Gunby President, Chief Executive Officer & Director

Well, let me just say I think they will be volatile but I don’t think they will be cyclical. So let me just make the distinction. I mean any one of our businesses can be volatile because they are tied to big events, but what we are doing is not tied to a particular economy cycle collectively.

I would say collectively what we are doing in certain of our businesses is broadening their footprint. So Corp Fin has a shot of succeeding even if the bankruptcy markets are down. And I think what we’re doing in Strat Comm is allowing it to succeed even if some of the financial communications businesses are down.

So I would say we are not -- we’re probably on average lessoning the cyclicality of it but the individual bets in themselves are volatile. Cumulatively we hope they somewhat weigh off each other and allow for a sustainable growth trajectory.

Does that help?.

Joseph Foresi

It does. Thank you..

Operator

We’ll go next to David Gold with Sidoti..

David Gold

Hi, good morning..

Steven H. Gunby President, Chief Executive Officer & Director

Good morning David..

David Gold

Just if I want to build a little bit, one of the things that you’ve spoken about over time and referenced through the many investments that you’re making and bets if you will across the board.

So was curious at this point, if you can give a little bit of color, maybe on a couple of the ones that have worked and maybe on a couple of the ones that haven’t worked that you’ve decided to discontinue.

Just so we can get a better sense of maybe what these bets look like?.

Steven H. Gunby President, Chief Executive Officer & Director

I will give you a flavor. We haven’t had any crash and burn at this point, so that we’ve had to fully pull the plug on that I can think of at least, on any of those. There are some that we are monitoring closely at this point and I wouldn’t -- so when we will. But there are obviously differences.

I mean if you look at some of bets we’ve talked about in Corp Fin, we said we were going to invest behind some core positions which we thought were terrific like in our TMT practice which is both the restructuring practice but also a kind of performance improvement business. And we’ve added headcount there.

I think they might be up 30% in headcount year-on-year, or least will be by the end of the third quarter. And so far that’s been a terrific success investing behind core positions we have in the marketplace and just taking the risk on the headcount and that one actually people gotten employed faster than is typical.

I think if you talk about, again staying in Corp Fin some of our bets in Europe. One of them and maybe I won’t describe which is which, but one of them is totally on track. Last year was a substantial hit to our P&L and this year will be making us money.

Another one in Europe that we talked about was a hit to our P&L last year and is substantially better this year, but it’s probably a couple quarters behind what we anticipated at this point and we’re talking and we’re supporting it. But we still believe in those bets.

So it’s that, some of them like the TMT ones which are home runs and the one of the ones in Europe, some of them are like the one I described where they are few quarters behind, where we monitor and then you monitor and you say Jesus, was this a bad bet or are we just a few quarters behind.

If it’s a few quarters behind you say okay, we just, we stick with this. And I would say most them have fallen into one of those camps as opposed to any that I can think and say boy, I was stupid to start we should pull the plug on them. We probably will have those going forward but so far that’s where we are, David.

Does that help?.

David Gold

It does.

And then along those lines, particularly given the successes is there a point where the upside from the bets basically overtakes the downside to costs where, on a net basis we should see some contribution and then as a result can estimate [ph] to have some margin improvement?.

Steven H. Gunby President, Chief Executive Officer & Director

Yeah, well at least you should see it in terms of EPS improvement and I think, look the truth is part of the progress this year over last year is that. I mean we already had some investment in last year which some of it is turning from negative to neutral. Now we’re putting other investments behind it this year.

So I haven’t done the full weighing but the targets for this year are obviously higher than last year and our aspirations for next year are substantially higher than they are. And that is that phenomenon. Now we will always have a cost of the bets made in that year for the future and that’s built in there.

But the goal of this is for sure to have the value of this outweigh the cost and that’s the trajectory of growth that we expect to drive. And thus far I am feeling -- look would I wish everything was succeeding absolutely, would I wish lots of stuff going faster than it is, absolutely.

Do I -- but are things working yes they are and that’s what leaves me with confidence in where we are trying to take the company.

Does that help Dave?.

David Gold

It does, it does.

And then just lastly the $0.02 of re-measurement gain on the contingent consideration, can you speak to what that was related to?.

David M. Johnson

We had an earn-out obligation that was contractually extinguished. So that -- the measure of going from something to nothing is a gain..

David Gold

Sure, sure, but can you say what the earn-out related to, or which acquisition it was?.

David M. Johnson

No, we’re not disclosing the specific deal. Obviously it was financially beneficial to us..

David Gold

Sure, sure. Okay, thank you both..

Steven H. Gunby President, Chief Executive Officer & Director

Thank you. Have a good day..

Operator

We’ll go next to Paul Ginocchio with Deutsche Bank..

Steven H. Gunby President, Chief Executive Officer & Director

Good morning Paul..

Paul Ginocchio

Good morning. First on the SMD severance in FLC, was that just a senior rainmaker or was that also an internal change in management of that organization? And then second with the acceleration in headcount hiring have you caught up with what you need to do to achieve 2016? Are you back on track after a sort of a slower first quarter? Thanks..

Steven H. Gunby President, Chief Executive Officer & Director

Okay.

On the first one, we other than the named executive we don’t identify individuals in the P&L, and then could you repeat the second question?.

Paul Ginocchio

Well, just on the first one, I am just trying to figure is it just a rainmaker or are you have you made some changes to how you want to run the FLC division? And then on the second one was just have you caught up with the headcount hiring now that you’ve seen some good acceleration in the second quarter.

I know that you had said that after the first one you’re a little bit behind. I’m just wondering if you’re now back on track for 2016 based on deceleration in headcount hiring you saw in the second quarter..

Steven H. Gunby President, Chief Executive Officer & Director

Yeah, I would say we are on track. I don’t think anybody is stopping and in fact that’s one of the lessons of recruiting is if you ever just pull to the side of the road you lose more than just that quarter’s production. You get out of the market and you lose your muscle.

So but I would say that Corp Fin and FLC in particular are now caught up to being on track but they need to continue to hire, based on their growth plans. And again on the first one, I am sorry obviously it was an SMD because it’s a large comp number but we outside of named executives we don’t go into individuals..

Paul Ginocchio

Got it, thank you..

Operator

We’ll go next to Tim McHugh with William Blair & Company..

Steven H. Gunby President, Chief Executive Officer & Director

Good morning Tim..

Timothy McHugh

Good morning. I just wanted to ask about the Technology margins. I guess you talked about a number of investments that are obviously pressuring margins, but there is also a pricing pressure element to it.

So can you give us some context for the, I guess the market-driven impact on margins there versus I guess the heightened level of investment, so that we get a sense of how much of each is impacting that segment?.

Steven H. Gunby President, Chief Executive Officer & Director

Yeah, it’s -- there is a lot of different pieces in there. So difficult to tease out and sometimes you can make an investment to go into a lower margin business and so how do you dissect that between a strategic decision as opposed to one that the market is driving.

But I would say the overall context which I think is very similar to what we saw in the first quarter, is that our Technology practice, which we think is the best in the world is particularly good at very large complex global engagements that involve multiple countries, multiple regimes, use of our capabilities across the world.

And those require high level of service responses and they are high utilization and they tend to be better margins.

When those were larger part of our mix we’re going to have higher profitability, when they were lower part of our mix and were more into the more competitive markets where other people have capabilities that we have, as opposed to in the big ones where we think we’re pretty unique, we’re going to be more exposed to the pricing pressure that is definitely a ubiquitous feature of the discovery business these days.

So I think second quarter we definitely had less of the stuff where we are in a less competitive market and more of the stuff where we are in a more competitive market. So it was definitely a driver as it was in the first quarter.

It’s one of the reasons why our visibility in fourth quarter is little low because our folks usually do a very good job of finding business. We don’t know which kind of business they are going to find.

So there is one the question of can they fill the pipeline, where again they always had great success but then the second is what kind of business we fill the pipeline with..

Timothy McHugh

Okay, and then you talked about making a number of different bets. And I guess and I recognize it takes time to know which one of those happening and you have to do more of that to drive growth, but I guess implicit is that in knowing the right areas to make those bets.

And I guess how do you feel at this point, given, I guess 12 to 18 months in each year, 10 years that you have a feel for, for where is the right place to turn up and down those needles.

And with that context, what's the -- do you have a better sense of the medium-term margin that is -- that you -- this business can achieve even when making this healthy set of bets on future growth?.

Steven H. Gunby President, Chief Executive Officer & Director

Tim, I think I obviously feel -- I think David feels that we have a better intuitive sense of which bets are worth making now than we did when we were new to the company.

But I will tell you my big takeaway here is not that we have too many bad bets or not too many good bets but I think the truth is that we are learning as a company to identify all the good bets. I mean the truth was even in the tough years of this company there were people in adjacent spaces springing up in areas that we should be winning in.

Our FLC business is fabulous in investigations. Monitoring is right next to it. We do a little bit of monitoring but we didn’t invest behind the capability of the people that do the monitoring and other people stepped into that void. Now we’re investing in that.

A bunch of the stuff we’re doing in performance improvement and Corp Fin we had a right to do. It’s the same sort of capability. We’re the best in world in doing some of the stuff we are doing and we are just discovering that and investing behind it and I think we’re just scratching the surface of that.

So I believe that this concept of finding the real opportunities and betting behind them can be a sustainable growth engine for this company for a lot of years here Tim and that’s part of the core reason I am excited to be here.

And the issue is more about getting as many of our professionals thinking that way versus running 80 hours a week, executing on the work they have to do which is of course one of the problems when you are in an event business is when you get busy you get really busy and you are not focused on correctly.

So you are not focused on our business you are focused on your client’s business and that’s obviously the right thing for great professionals to do. But we are trying to change that culture.

So I am worried about -- we will have some bad bets and we’ll have some bets that turn out slower but I am not worried about running out of good bets or ability to distinguish between the two. I mean you know pretty quickly if it’s bad and you can actually know [indiscernible] whether you have a right to win.

I mean if you are going into a space where everybody in the world, there is 62,000 competitors and you can’t have somebody articulate a reason why to hire us versus them, that’s not a good bet.

If you are clearly the leading guys in a space and your clients tell you that, and there is lots of people you haven’t talked to in that space because you have been too busy, the notion of spending some time to get some more capacity and calling on the people we haven’t called on, sounds like a pretty bet.

Now maybe it takes you a while to penetrate those markets. So I think it’s not that hard. And the second part of your question was about the margins.

Look you know I have been steadfastly resisting saying what the margin target is because I think I wouldn’t be excited of having a 30% margin business that was half the size of today and I would be very excited about having today’s margin business organically grown, that was 50% higher than today, you know because you would have EPS that would be substantially higher and we would have delivered for the shareholders.

So would -- we obviously we all love higher margins when we can get them in. What we are driving is trying to drive the combination of creating an environment that professionals are delighted to join and shareholder value and that’s what we are committed to and that’s why we do talk about aspirational targets about EPS.

We haven’t talked about aspirational targets with respect to margins. But you keep asking, Tim, so I appreciate the question. .

Timothy McHugh

All right thanks..

Steven H. Gunby President, Chief Executive Officer & Director

All right thanks..

Operator

And we’ll next to Kevin McVeigh with Macquarie Research..

Steven H. Gunby President, Chief Executive Officer & Director

Good morning Kevin..

Kevin McVeigh

Hey good morning.

In terms of the hiring just any thoughts as to the structure of the pyramid overall, in terms of the -- will the leverage be kind of what it’s been traditional in terms of SMD to associate or just any thoughts around the ratio there? And then just transferable skill sets amongst the different segments?.

Steven H. Gunby President, Chief Executive Officer & Director

Yes, I think look, most of our movement thus far and I would say almost all of our movement thus far has been to return our pyramids within the individual segments and sub segments to historical levels. It’s not been about taking a historical six to one leverage business to a 14 to 1 leverage.

It’s been around six to one leverage, that business that got down to 4.8 and taking it back to six. And so that’s where we are. Now whether that adds up to the same leverage across the company as historically obviously depends on the mix.

If you look within FLC the feed of the data analytics business is a high leverage business where you have a lot of very smart analysts who can do stuff on a computer that you and I wouldn’t understand. And a high ratio of those, if you are in the disputes part of FLC, it tends to be focused on people who can go on the stand supported by some people.

So depending on the mix of the business the overall leverage of this company could change. Will we be experimenting with different leverage models within various sub-segments as we go forward, probably. It’s something that companies should do, but that’s actually not been the thrust for us so far. It’s been rebuilding the pyramid.

Does that help?.

Kevin McVeigh

Yes, that's very helpful.

I just want to make sure I had a quick -- the additional cushion from to refinancing, that wasn't considered in the initial ‘16 goals, so that gives you additional cushion or how should we think about that?.

Steven H. Gunby President, Chief Executive Officer & Director

I always -- that $2.50 a share was first announced during Investor Day, which and let me be clear. I always thought about one of the key pillars of this company is the cash flow that it generates.

Now how we use that cash flow wasn’t clear there, at that point in time because I didn’t know whether we are going to find great acquisitions or the stock plummets, in which case you repurchase shares or whether you are going to retire debt or whatever and I haven’t thought that through and I didn’t -- I was waiting to also add a CFO to help think through that and David joined shortly after Investor Day.

But one of the key pillars of this company is that we have great cash flow, at least if we use it wisely and that is a key part of the story and that was in my mind on the $2.50 always as -- because you are making a lot of investments elsewhere in order to turn this company in to a sustainable engine.

One of the things you can use to offset some of those investments is whatever use that cash can be turned into.

So that was always in my mind as we thought through this, and is in my mind going forward, as we think about -- we haven’t given aspirational target for beyond ’16, but obviously we’re looking to turn this company into a sustainable growth engine and part of that story is making sure we take the cash that the company generates and use it wisely to support growth.

Does that help?.

Kevin McVeigh

Very, thank you..

Operator

And at this time I will turn the call back to the management for closing remarks..

Steven H. Gunby President, Chief Executive Officer & Director

David, anything else?.

David M. Johnson

No, well thank you all very much for joining us and we hope the rest of your summer is good and we look forward to seeing all of you soon..

Steven H. Gunby President, Chief Executive Officer & Director

Yeah and let me just say thank you again for all the attention that you guys pay to us and sometimes your contributions to our thinking. We are on a journey here a journey that I am positive on. This is a great company.

We’re trying to figure out the ways to realize the potential of this great company and the thoughtful comments you guys supply from time to time are very much appreciated. So thanks and have a great rest of the summer..

Operator

This does conclude today’s conference. We thank you for your participation..

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