FTI Consulting, Inc.

Welcome to the FDI Consulting first quarter 2021 earnings conference call. All participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star then two. Please note this event is being recorded. I would now like to turn the conference over to Molly Hawks, Vice President of Investor Relations. Please go ahead.

Good morning. Welcome to the FDI Consulting Conference Call to discuss the company's first quarter 2021 earnings results as reported this morning. Management will begin with formal remarks after which they will 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 21 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 relating to financial performance, acquisitions, share repurchases, business trends, and other information or other matters that are not historical, including statements regarding estimates of our 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 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 annual report on Form 10-K for the year ended December 31, 2020 and in our other filings with the SEC. Investors are cautioned not to place under reliance on any forward-looking statements which speak 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 total segment operating income, adjusted EBITDA, total adjusted segment EBITDA, adjusted earnings per diluted share, adjusted net income, adjusted EBITDA margin, and free cash flow. For discussion of these and other non-GAAP financial measures, as well as our reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures, investors should review the press release and the accompanying financial tables that we issued this morning, which includes the reconciliations. Lastly, there are two items that have been posted to the investor relations section of our website this morning for your reference. These include a quarterly earnings presentation and an Excel and PDF of our historical financial and operating data, which have been updated to include our first quarter 2021 results. Of note, during today's prepared remarks, management will not speak directly to the quarterly earnings presentation posted to the Investor Relations section of our website. To ensure our disclosures are consistent, these slides provide the same details as they have historically and, as I have said, are available on the Investor Relations section of our website. With these formalities out of the way, I am joined today by Stephen Gumby, our President and Chief Executive Officer, and Ajay Sabharwal, our Chief Financial Officer. At this time, I will turn the call over to President and Chief Executive Officer Steve Gunby.

Thank you, Molly. I was just checking to make sure I was on off mute for a change. Good morning to everyone, and thank you all for joining us. Let me start with a couple words on COVID, even though I'm sure all of you, like I, are so sick of the topic and the issue. I hope... everyone on this call continues to be well and that all of us on this call are increasingly able to get vaccinated. For those of us in the U.S., I think we can sense at least the beginning of a change in mood. At least for me, it's wonderful to see the rollout of vaccines. And I don't know anybody who doesn't get incredibly excited when we see our friends or our family members getting vaccinated. And I think that's true for many of you as well and for many people in some other parts of the world too, particularly to the UK. I think on the other hand, I think most of us know the story is not as true every place around the world. When I talk to colleagues on the continent of Europe, the story feels somewhat aligned, but also somewhat different. There's a lot of frustration about the slowness of the rollout of the vaccine, and it feels very different. I felt very different last week when I talked with colleagues in Latin America and some colleagues in India. If we look at the statistics, I think we see that global cases, globally total cases right now are actually at the highest levels we have ever seen, the world has ever seen. Of course, the rollout of the vaccine, though happening around the world, is happening at very different paces depending on where you sit. The good news, I think, is that we can all at this point see a light. We can see that light at the end of the tunnel. And I'm so excited for those of us for whom that light feels close. I just want to also share, say, mine and my colleagues' hearts and thoughts are also with all of those folks within our firm and within yours for whom the light still feels further away.

And I know that sentiment I'm sure goes for many of you on this call. Let me turn to a brighter subject, which is our quarter, our results.

I'm sure as many of you saw in our press release this quarter, was a great quarter. It had some positive surprises in it and had some items that one can't count on recurring, which Ajay will talk about, but even normalized for those. It was a terrific quarter. I doubt very many people 10 years ago or even a few years ago would have thought that in a period where restructuring as an industry is down substantially and our restructuring business is well off the peak, that we saw last year, that we would produce a halfway decent quarter, let alone a quarter like this. So the quarter was spectacular. Let me, however, say something that we've discussed many times. Quarters are fickle. Markets can fluctuate up and down. Big jobs can come and go. Cases can settle instantaneously. Investments to drive future growth, although critical for the future, can negatively impact quarters in the short term. So quarters to me, as excited as you can be about a quarter, are in fact never good measures of performance for this company, good quarters or bad quarters. What is much more powerful than this quarter or any quarterly results is the strength of the longer term trajectory that we have been on and that I believe we are on, as well as the reasons for that great trajectory. Compared to 10 years ago, forget the quarter, Collectively, we have managed to build a business that is much more powerful, much more global, much more diverse than it ever has been. And that's true for the company as a whole, but even within each segment. Today, for example, our corporate business, though it's more powerful and restructuring than it ever has been, is also much broader, much more powerful, much breadth of experience and capabilities to serve our clients on a broader range of challenges and opportunities than ever. Yes, it's powerful in restructuring, but also in transactions and office to the CFO and so many other services. And you can say the same for all of our business segments. The way we've gotten here, the basis for that is terrific teams reinvesting in our core, reinvesting behind our good businesses, but also looking where our clients have needs and broadening our business, both our offerings and our geographical footprint. Those actions and our collective commitment to best

behind great positions and great people, to me, have changed the fundamental trajectory and resilience of this company.

To me, we have shown over the past several years that if we do the right thing, if we do the right thing, if we commit to position our businesses in the right way, if I support great people for long-term sustainable growth, that we can still have bad quarters. for any extended period of time, we control our destiny. We control our destiny in a way that allows us to serve ever more our clients' most important needs across a wider range of circumstances, not just in things like restructuring, but in antitrust, in major M&A, in cybersecurity, in SPACs, in public affairs, in global cross-border investigations, and you could go on. And that, to me, that grows in capabilities, of our people, that ability to extend our farm, to innovate, is far more exciting and a much more durable basis for excitement and success than any given quarter's results.

So I'm not going to talk anymore about the quarters. Ajay will.

But let me close by taking a moment to thank and congratulate my colleagues for their efforts, for their conviction behind their businesses. and recognize that the results of their conviction and their efforts, what those results have been for our clients, our shareholders, our communities, and each other. And I want to particularly thank our colleagues for the energy and perseverance that they have shown this past year. In our company, and I'm sure many of you on this call's companies, it has been so hard to deliver during COVID, and our firm did deliver. been so frustrating to see that the light is there at the end of the tunnel, but see how slow it's been approaching in some places. The emotional fortitude that our people have shown during this period to keep our company moving, to keep connected with each other, to remain supportive to each other, dedicated to our clients, has been wonderful to see as the CEO, but actually equally as much as just a human being. I want to say in addition to congratulations, I want to express my pride in my colleagues and say thank you to each of you across the globe. With that, I'll turn it over to Ajay to take you through the quarter in more detail.

Ajay. Thank you, Steve. Good morning, everybody. In my prepared remarks, I will take you through our company-wide and segment results and discuss guidance for the full year. I'm delighted to report year over year double digit revenue growth this quarter. On our last earnings call in February, we said that strong M&A activity would favorably impact our economic consulting, technology, and strategic communication segments, as well as our transactions business within our corporate finance and restructuring segment. Conversely, we had also expected weakness in demand for our restructuring services. Both trends occurred and were deeper than we anticipated. And in forensic and litigation consulting, or FLC, the segment which was most impacted by COVID-19 in 2020, we expected continued gradual improvement. Instead, in the quarter, Results rebounded faster than we anticipated as we were able to resume work on many matters where trials were rescheduled or resumed, particularly in North America. Obviously, we are very pleased with these results. First quarter of 2021, revenues of $686.3 million were up $81.7 million, or 13.5%. GAAP EPS of $1.84 compared to $1.49 in the prior year quarter. GAAP EPS included $2.3 million of non-cash interest expense related to our convertible notes, which decreased EPS by 5 cents. Adjusted EPS of $1.89, which excludes the non-cash interest expense compared to $1.53 in the prior year quarter. net income of $64.5 million compared to $56.7 million in the prior year quarter. This increase was due to higher operating profits in our economic consulting, FLC, and technology segments, which was partially offset by lower operating profits in corporate finance and restructuring. SG&A of $126.5 million was 18.4% of revenues and compares to SG&A of $127 million or 21% of revenues in the first quarter of 2020. SG&A was flat year over year, primarily because lower travel and entertainment expenses offset higher costs related to the increase in non-billable headcount. Double digit revenue growth and flat SG&A expenses more than offset higher billable headcount related costs, resulting in first quarter 2021 adjusted EBITDA of $99.5 million, an increase of 19.5% compared to $83.2 million in the prior year quarter. Our first quarter 2021 effective tax rate of 23.9% compared to our tax rate of 22.5% in the first quarter of 2020. For the balance of 2021, we continue to expect our effective tax rate to be between 23 and 26%. Weighted average shares outstanding, or WESO, for Q1 of 35.1 million shares declined 3.1 million shares compared to 38.2 million shares in the first quarter of 2020. For the quarter, our convertible notes had a potential dilutive impact on EPS of approximately 450,000 shares in way so, as our share price on average of $118.44 this past quarter was above the $101.38 conversion threshold. Billable headcount at the end of the quarter increased by 562 professionals, or 12.3%. This increase is largely due to 34.9% billable headcount growth in corporate finance and restructuring, which includes both organic hiring as well as the addition of 151 billable professionals from the acquisition of Delta Partners in the third quarter of 2020. Sequentially, billable headcount increased by 75 professionals, or 1.5%. Now, turning to our performance at the segment level. In corporate finance and restructuring, revenues of $226.2 million increased, $18.5 million, or 8.9%, compared to the prior year quarter. Acquisition-related revenues contributed $16 million in the quarter. Excluding acquisition-related, revenues were essentially flat. primarily because an increase in transaction-related revenues globally was offset by lower demand for restructuring services, particularly in North America. Adjusted segment EBITDA of $37.4 million, or 16.6% of segment revenues, compared to $48.9 million, or 23.6% of segment revenues in the prior year quarter. The year-over-year decrease in adjusted segment EBITDA was due to flat revenues with a 34.9% increase in billable headcount and related compensation expenses and a 10 percentage point decline in utilization. Turning to forensic and litigation consulting, revenues of $150.8 million increased 2.2% compared to the prior year quarter. The increase in revenues was primarily due to higher demand for health solutions and investigation services, which was partially offset by a $4.1 million decline in pass-through revenues and lower realized pricing for our data and analytics services. Adjusted segment EBITDA of $29.4 million, or 19.5% of segment revenues, compared to $21.2 million, or 14.4% of segment revenues in the prior year quarter. The increase in adjusted segment EBITDA was primarily due to higher revenues with higher utilization, coupled with a decline in SG&A expenses and direct costs, primarily related to the lower pass-through revenues. Sequentially, FLC revenues increased $23.6 million, or 18.6%. An adjusted segment EBITDA improved $21.8 million, reflecting increased demand across all of our core offerings, including previously backlogged work, and a 9 percentage point increase in utilization. Our economic consulting segment reported record revenues. Revenues of $169.3 million were up 28.1% compared to the prior year quarter. The increase in revenues was due to higher demand for our non-M&A related antitrust and M&A related antitrust services, as well as higher realized pricing and demand for our international arbitration services. Adjusted segment EBITDA of $26.6 million or 15.7% of segment revenues compared to $12.7 million or 9.6% of segment revenues in the prior year quarter. The increase in adjusted segment EBITDA was due to higher revenues, which was partially offset by higher compensation related to an increase in variable compensation and a 9.9% increase in billable headcount. In technology, we also had a record quarter. revenues increased 35.3% to $79.5 million compared to the prior year quota. The increase in revenues was due to a surge in demand for M&A related second request services. Adjusted segment EBITDA of $21.6 million or 27.2% of segment revenues compared to $14.5 million or 24.7% of segment revenues in the prior year quarter. The increase in adjusted segment DBDA was due to higher revenues, which was partially offset by an increase in compensation. Sequentially, technology revenues increased $20.8 million, or 35.5%. And adjusted segment DBDA improved $11.4 million, primarily due to a large second request engagement. Strategic communications revenues increased 3.7% to $60.5 million compared to the prior year quarter. During the quarter, we experienced increased demand for our public affairs services, which was offset by a $2 million decline in pass-through revenues. Adjusted Segment EVDA of $10.4 million or 17.2% of segment revenues compared to $8.8 million or 15% of segment revenues in the prior year quarter. Increase in adjusted segment EBITDA was primarily due to lower SG&A expenses. Let me now discuss a few cash flow, few key cash flow and balance sheet items. As is typical, we pay the bulk of our bonuses in the first quarter. net cash used in operating activities of $166.6 million compared to $123.6 million in the prior year quarter. The year-over-year increase in net cash used in operating activities was largely due to an increase in salaries related to headcount growth and higher annual bonus payments, which was partially offset by an increase in cash collected. During the quarter, we spent $46.1 million to repurchase 421,725 shares at an average price per share of $109.37. As of the end of the quarter, approximately $167.1 million remained available for stock repurchases under our current stock repurchase authorizations. Total debt net of cash of $252.8 million at March 31, 2021 compared to $143.2 million at March 31, 2020 and $21.3 million at December 31, 2020. The sequential increase was primarily due to $170 million of net borrowings under our bank revolving credit facility to fund cash used in operating activities, primarily for annual bonus payments. Turning to guidance. First, let me remind you of the guidance for 2021 we provided in February. Revenues of between $2.575 billion and $2.7 billion. EPS of between $5.60 and $6.30. and adjusted EPS of between $5.80 and $6.50. I believe at this juncture, it is important that I share with you why we believe the exceptional strength we have demonstrated in Q1 may not necessarily repeat in subsequent quarters this year. First, We are, for the most part, a fixed cost business, as people and real estate represent some of our largest expenditures. These costs are not variable in the short term, so small shifts in revenues have a much larger impact, positively or negatively, on EPS. Second, we are, at our core, a large job firm, and when matters end, they may not immediately be replaced. This quarter, for example, our results were boosted by several exceptionally large engagements that were driven by record levels of M&A activity that may not be sustained through the year. In technology, for example, we had one engagement which concluded during the quarter That represented over 20% of total quarterly segment revenues. In economic consulting as well, we have several large engagements that are expected to conclude during the year. Even our restructuring revenue this quarter was boosted by revenue from large matters that began last year. and have either now ended or will likely end this year. Meanwhile, credit markets remain in an accommodative mode, and hence the number of stressed and distressed issues remain low. Moody's now expects the trailing 12-month speculative grade global default rate to fall to 3.2% by the end of the year, down from 6.8% forecast they provided in December. And Fitch, which measures defaults by dollar volume, now expects a high yield default rate for the U.S. of 2% by year end. These forecasts point to lower demand for our restructuring services for at least the balance of this year. Third, this quarter, we were delighted by results in HLC, our business most negatively impacted by COVID in 2020. That being said, With the continued uncertainty of the pandemic and certain geographies experiencing third and fourth waves of infections, we remain cautious as we may be impacted in certain locations by COVID-19-related court closures and travel restrictions, which can impact our ability to serve our clients. Fourth, our non-billable travel and entertainment expenses are typically around 1.5% of revenues. At the moment, this expense is largely non-existent as travel and entertainment is severely curtailed in most geographies. Lastly, our fourth quarter is typically our weakest quarter with the holiday season and compensation true-ups at the end of the year. In 2020, our fourth quarter results were exceptional in part because of the implementation of a cross-border tax strategy the more rational expectation would be for a seasonally weaker Q4 as many of our practitioners take well-earned vacations. Now, with all those risks considered, clearly the great performance in Q1 gives us a very good head start for achieving our guidance. Once we have another quarter under our belt, at the end of the second quarter, we will revisit guidance as is typical to see if any changes are warranted. Before I close, I want to reiterate a few key themes that underscore the attractiveness of our business. First, we have demonstrated that we have a tremendous collection of businesses that make us a very resilient company. We are uniquely positioned to support our clients as they navigate their most complex business challenges, regardless of business cycle. Second, More than ever, I am convinced that the key to our success is the strength of our people and their relationships, both of which are exceptionally strong. Third, our leadership team is focused on driving growth with strong staff utilization. And finally, our balance sheet is enviable, and we have demonstrated the ability to boost shareholder value through share buybacks, debt reduction, organic growth, and acquisitions. With that, let's open the call up for your questions.

Thank you very much. We will now begin the question and answer session. To ask a question, you may press star, then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star, then two.

At this time, we will pause momentarily to assemble our roster. We take our first question from the line of Mark Riddick from Sidoti and Company.

Please go ahead.

Good morning, everyone. Good morning, Mark. How are you? Very good. Yourself? Doing fine. Thank you.

So I wanted to just go over a couple of things to get a sense of maybe some of the things that might have taken place during the quarter. as far as dealing with those demand shifts that you're seeing. Were there any changes in headcount as far as shifting from one group to another to accommodate rising demand in one place and falling demand in another? And then I have a couple of follow-ups after that.

The answer is yes. I don't think we structurally shifted any bodies between segments. Did we this quarter? We did not. But, you know, look, you know, what we have, for example, in Corp Fin is, I think what Carlin Copio says, you know, a third of our people work on one side, a third of our people work on another side, and about a third of the people can go back and forth. And I don't know if that's exactly right. But last year, when the restructuring boom hits, we were able to take some of the financially very literate people on the non-restructuring side and put them on cases with the restructuring teams. This quarter, as restructuring things weakened and certain transactions went up, we were able to flow people back the other way. We're not a homogenous business. We don't flow people from Stratcom to e-commerce. but we do flow people with the right capabilities across within segments and actually between FLC and CF. And also increasingly, I think what we're doing a better job is now flowing people across the world. I mean, we've been doing for the last year, a lot of teaming between Australia and the UK and the US, which of course, given that we're all on Zoom anyway, is increasingly possible to do. So does that give you a hard answer, Mark?

yeah yeah it does and it really touches on some where i was going with the with the next part of the question was the the geographic mixing given the differences that we're seeing in demand and potential demand around you know what public is allowing us to do and not allowing us to do one of the other things i was curious about is we um was there anything that we should be thinking about as to the the cadence of success fees during the quarter, and I appreciate all the detail around some of the large engagements that you had and the like and how that figures into the guidance conversation. I was wondering as to where success fees were maybe vis-a-vis expectations or last year.

Thanks. Success fees was actually at the lower end of what we typically expect. Usually it's at the lows around three and the high around 15.25. This quarter was just north of 3 million. Okay, great.

Thank you very much. Thank you, Mark.

Thank you.

To ask a question, please press star, then 1.

The next question is from Andrew Nicholas from William Blair. Please go ahead.

Hi, good morning. Morning, Andrew.

How are you?

Your family, you and your family are doing okay? Everyone's good, and we're getting into summer weather, so I think I fall into the camp of being optimistic that you opened with. But, yeah, thanks for asking. In terms of my questions, the first one, I was just hoping – You could add a little bit more color to your prepared remarks around FLC. Obviously, you know, well above your expectations, well above mine as well. Just wondering kind of if you could spend some more time on the primary drivers there and the overall demand environment and pipeline, particularly relative to the fourth quarter where you were already seeing some improvement. All of that would be helpful.

Yeah. So, you know, we're, as I said, Andrew, we're obviously delighted, right? There are now very, look at the, you know, we, Molly and team prepare very good reports that they put on our website where you've got the long-term trends and, you know, that gives you a good visual when you look at that. Our utilization in the quarter was higher than Q1 last year. So we are, in Q1 last year, You know, other than towards middle of March or towards the end of March, other than in Asia, the pandemic was not much of a factor. So, you know, in $29 million of EBITDA utilization above where we were last year, this is, we expected a gradual improvement. We've already gotten it. That's the message we are giving. This is, there's maybe one or two geographies, one or two sub-practices. Now, I'm not saying to you we can never do any better. We, of course, will continue to try and do better. But we are already getting that backlog. We're getting it snapping back. We also had some big wins in cases in areas such as SPACs. So this is a tremendous level, tremendous threshold that we are at for now.

Yeah, maybe I can just add one word to that, Ajay. You know, look, I think... We always had confidence in this business. Some of the businesses, this business, some parts of our econ business were incredibly slow last year. We had confidence that they were going to come back. And some of what you've been seeing this quarter is just that realization. I think it just went faster and snapped back, as Ajay said. And that was because of working down some backlog in courts, but also the SPAC boom triggered that. some massive cases this quarter that surprised us in a good way. But underlying the snapback is the strengthening, the return to a great business returning to its roots. We went beyond that this quarter in terms of some of the forces that happened this quarter. But I also just want to underscore that when we were at 30-something percent utilization last year for this business, that wasn't normal. That wasn't normal, and I'm proud of our team for sticking with it and working their way out of it. Does that help, Andrew?

Yeah, no, that is helpful. Thank you. And then I'm going to ask a follow-up. It might be a difficult question to answer. I think it's been asked a variety of different ways in the past. But, you know, we've seen record M&A levels here to start the year. It certainly seems from my perspective that momentum has continued here. into the start of the second quarter. So just a multi-part question on M&A. I guess first, to the extent Q1 results outperformed your own expectations, which it sounds like they did, is there any way to quantify how much of that outperformance is tied to better than expected M&A or transaction volumes? And then second, if you could speak to how you're envisioning that part of your business or those parts of your business is performing through the end of the year? I know you didn't do anything with guidance, but trying to figure out what's baked in at current numbers. Thanks.

Andrew, Q1 was the highest, I think it might even be quarterly, if not first quarterly, M&A by dollar volume in history for the world. something like 1.16 trillion dollars uh not only was it the highest but also in our sweet spot which is you know the big mna that most of them there was a much higher percentage of big mna versus small mna because we play in the antitrust or merger you know the bigger mna as it were we also play in cross-border it was much more of that so um just like We had an epic tailwind in restructuring in second quarter of last year. This is an epic tailwind in M&A. We can't predict how long it will last. It could last longer. We're just saying we don't know whether it will last through this year, and we're cautioning that this was an epic tailwind. Did we benefit from it? Absolutely. For example, in corporate finance, and I'll go segment by segment, in corporate finance and restructuring, Transaction-related business is typically 15, 20% of revenue. I mean, 20% would be a great outcome, 15%. Here we're approaching 25, 30% of the revenues in that segment. In technology, we play in the second request area and second review area. And we had one case which was an M&A-driven case, which contributed just over 20% of the quarter's revenues, which several other cases do. So clearly, that sort of a thing is not the norm. One case typically doesn't make up 20% of our revenue. That case has ended. So those are those two areas. Economic consulting, clearly. Clearly, we are the number one firm in the world on antitrust cases, without a doubt, right? So there are some very large cases, both M&A and non-M&A and dead trust that we're working with that we expect will end this year. Now, will there be six other cases that will replace those?

I can't tell. Understood. Thank you very much for your time. Thank you, Andrew.

Thank you. The next question comes from Toby Soma from Truist Securities. Please go ahead.

Thank you. If I could ask another question about sort of strong capital markets, any elements of that that you think may not be that durable? And in particular, kind of curious about how big a driver SPACs have been given some emerging regulatory scrutiny and just kind of wondering to the extent those may be borrowing future years IPO activity.

Thanks. Look, I don't know if they're borrowing future year IPO.

I think people are writing about that. I mean, obviously, you know, what SPACs are, I mean, I think everybody on the call knows what SPACs are, but what the SPACs do is they buy private companies. And that's a way, essentially, for those private companies to become public. So the notion that this is an effective IPO, I think it's a reasonable inference. And there's also You know, that's the case. And so which businesses get affected by IPOs? I mean, you know, our Stratcom business certainly is affected by IPOs and a number of other businesses. I think the broader question is, did the SPAC activity cause a spike in activity for us? And for sure it did. I mean, one of the big issues in SPACs or when a SPAC buys, we have a range of services that can help SPACs. all the way from formation all the way through. But one of the most critical issues is when a SPAC company buys a private company, often that private company is not ready to be public. They often don't have the SEC, having followed SEC protocol, they don't have many times the finance functions they need, the capabilities. And all of a sudden, they're a public company. All of a sudden, they're going to become a public company. So there's a surge in demand for people who can help a company. Sometimes after they go public and they figure out they missed the SEC deadlines, often before the transaction happens to get them to be SEC ready. And clearly, that caused a spike of activity that affected both FLC and CS this quarter that we benefited from because we are really at the sweet spot of our capability. Did I talk to your question?

You did. Thank you. If I could ask a follow-up question, you made some comments about court-related activity. How would you characterize the rebound or said differently? Is there more normalization that remains to get back to pre-COVID court-related business? In addition to that, if you could talk about if you're hearing from customers that cases have settled over the course of the pandemic or is it more like a backlog, so to speak, has accumulated?

So there is a backlog that is getting addressed now, is the point. Not all of it is in person, but the world has found its way around. There are trials in Texas in person, there are trials elsewhere in person, but there are also trials taking place, you know, not in person. So to the extent that your question is, is everything absolutely normal? They're not in person, as it were. That's when I think that we absolutely normal as it were. But in terms of activity, they are. We are both in FLC and importantly in our international arbitration business within the economic consulting where we had weakness prior in both those areas. The levels of activity are back. Those folks are busy. Those are very busy in fact. So those activity levels are back.

the way they're doing that activity is still a combination of virtual and in person thank you that's helpful um over i'll ask a long-term question over five years or you know some long-term view you can pick a different time frame if you like what what percent of sales do you expect the company to derive uh from emea and i'm curious even stepping out just from that geography, what are the margin implications of a mix shift favoring the international side of your business?

So, obviously, Mike can correct me if I'm wrong on the margin point. Let me address that first and then talk to the broader question. You know, I don't think of expansion overseas as, you know, fundamentally important. worse than expansion in the U.S., or better than the expansion in the U.S. in terms of margin. I don't say, oh, if we expand overseas, our margins are going to crater or our margins are going to soar. I mean, anytime you invest for growth, you often can lose money in a new business area you're doing or a new country you're going into or whatever. But our experience has been very good these last five years as we've grown EMEA of actually improving the margins in EMEA. that we're seeing. So I don't see it as inherently dilutive. In terms of growth expectations, look, I think one of the things, it's certainly incredible what we've been able to do overseas. And you can look at the media. I think we released the revenue numbers. I don't think we released EBITDA numbers, but I'd be surprised if we're not something like three times the revenue from when I joined. So that's incredible. And my aspirations, and I know our European team, is that that is just a bloody beginning because we called ourselves an EMEA business. We were a UK business. We were a London-based business, and we were a London-based business with a subset of our capabilities. We are now increasingly an EMEA business. We're not anywhere near as strong on the continent as we should be, but we have moved. We have moved, and we've got really good teams on the continent. We even have a A strong team in South Africa. I mean, we have a strong team in the Middle East. We are scratching the surface, but we are scratching hard and effectively. I think there's enormous growth in EMEA. There's enormous growth in Asia. We have the strongest position we've ever had in Australia. We have the best team we've ever had in Latin America. But I also want to say one of the most important things that changed the trajectory of this company was the return of the U.S. to growth. For a long time, the U.S. wasn't growing, not organically. And what we now have is a set of leaders who understand that we have enormous opportunities to grow in the U.S. We grew effectively the U.S. restructuring business, which is historically our strongest business. And just by having leaders and supporting people with ambition, both to invest behind our core and also invest in adjacencies. I don't have preferred children. I don't say, oh, my preferred child is to grow in Spain. I think wherever we have teams with ambition and a reasonable plan, we bet behind them. And so far, that's shown our ability to grow every place. I think this quarter, Ajay, didn't every region grow? Didn't every region grow this quarter? And that's not true for every quarter. But over this period of time, we've been doing pretty well across a lot of places in the world. That was a long answer. Did it address your question, Toby?

It did. Thank you. Within corporate finance restructuring, could you describe the growth or change in revenue in bankruptcy versus non-bankruptcy work? Because you do have two pieces that are significant that kind of should be moving perhaps in opposite direction.

In the peak, Toby, last year in Q2, In Q2 last year, restructuring was almost 70% of the revenue, maybe a little bit higher, in corporate finance and restructuring. Now it's less than 50%. And as I pointed out, there are cases continuing from prior periods. You know, the bigger cases take some time sometimes to resolve. And the main point I'm trying to communicate is the number of new cases is drying up, not that we're losing share, not at all, but that there's just fewer defaults.

That makes sense. Do you have an update for us on the international moratorium and when those are poised to lapse and perhaps start contributing a little bit more?

Right. So that could be the other side of it, as moratoriums are lifted in the UK and Australia and Germany, other places on insolvency. And those haven't yet lifted. They've lifted in Australia in parts. They've lifted some aspects have been eased up. So certainly that could. But companies have also strengthened and liquidity is available. So just lifting the moratorium is not necessarily going to result in bankruptcy, just a note. So that's that update. Did I answer yours? The question was the second part to it.

That was it. My last question is within FLC, could you describe what is driving the demand for healthcare solutions? Thank you for your time.

In the U.S., it's the U.S. The team has done a great job, and those hospitals and that work is opening up again. So that's part of it.

Can I build on that, though? I think, look, actually, yes, the hospitals are working up. What I feel really good about is I think we increased in the midst of the worst quarters in that company, and to my knowledge, that segment's history is we invested, and I think we increased our S&D count by 60% or 70%. And so some of this is the market coming back, and some of this is the fact that our team had the courage to make a firm argument for investment in a bad quarter, and we went ahead and did it. And so some of that is the market. I've got to tell you, Some of that Charles and the team deserve credit for as well, and I'm excited about where they've taken the business. And let me actually use that to bridge back to your restructuring thing. I want to underscore what Ajay said. Look, you can look at the external ratings and the plummeting expectations for restructuring. And so we could have a lot of jobs rolled off and our restructuring business be just, you know, really, fall off a lot, particularly because of the fixed nature of our business. I just want to underscore it is a great business. It is a great business and we will continue to support it. And frankly, I tell the people in that business, if this creates an opportunity to get talent, go get talent because we're not in the business for a couple of quarters. We have over time taken a great business, made it better in the United States, more global around the world, and we're going to invest in that business. And if it has some bad quarters, that'll be bad, but it will be a bulwark of the company's future going forward too. And so just like we did in health solutions last year in some parts of FLC, if we have that opportunity in restructuring this year, even if it's weak, we'll do that too. I think I've probably more than answered your question, Toby. Thank you.

You did, but you prompted another one. Was that a group lift out, or did you just hire sort of broadly from a lot of sources to get that level of increase?

The second, the team did the work to find great talent and attract them. I think it was one by one. I don't think there were any pairs, if I remember right, but it was one by one, people talking to great people and saying where we were trying to take the business and attracting them.

Really, really nicely done. Shall we take the next question?

Please.

Sure. Thank you. The next question is from the line of Mark Riddick from Sidoti and Company. Please go ahead.

Hi, good morning again. I realized when I was on earlier that I forgot to ask about the, if you could give some commentary around the acquisition pipeline and maybe what that looks like both domestically and internationally. Thanks. So,

Mark, everybody's a closet consultant. So, you know, there's no shortage of acquisition opportunities. Um, but we are very, very, I mean, we, we are not going to just purchase for the sake of purchasing. It has to make sense for us. And we have very, very exacting standards and what makes sense for us, but there's no shortage of opportunity.

Mark, anything else? Sorry, I was still muted.

My apologies there. I was sort of curious as to maybe what you're seeing as far as those evaluations, maybe what they look like. Have they changed much? Are we seeing better opportunities abroad, or is it similar to what we've seen over the last few quarters? Thanks.

I'll weigh in on this. I think, look, there are a couple different issues that I get a solicitation I think every day for some sort of potential acquisition. There's plenty of acquisitions out there. I think there are two things that cause us to screen them down. The first and most important is we're not in doing acquisitions to pump up our quarterly earnings or next year's earnings. We want to have somebody who's going to, we think people are going to be excited to work with that are going to add to the whole. They're going to stay here for the duration and their next generation of people are going to grow up and become great folks. So we're looking for long-term partners, just like we do when we do lateral hires or when we grow people up. And that's a much higher hurdle because you have to see the way you're going to work with them and you have to like them. So you have to, you know, and that's not usually in the little blurb that the investment bankers give us. You know, you have to do some digging to figure that out. The other issue, though, that we raise is pricing. And I would say valuations in general have gone nuts over the last while. And so, you know, I don't think we've participated in any auctions, but we certainly haven't gotten any of our acquisitions through an auction. I mean, what we usually have done is, you know, we're not paying the top of the market. What we have gotten is terrific people when... the fit has been so good that people can see a much better future on our platform and an excitement to help build something. And that's where most of our, that's where all of our acquisitions, I think, have come thus far. So, you know, do I dream of a day when valuations drop and then we can, then only the first screen becomes one? Sure. But right now that both screens are operating. Does that help?

Yep, absolutely. It makes perfect sense. Thank you for your time. Thank you.

Thank you.

Any other questions?

No, sir, nobody in the queue now. That was the last one.

Well, let me just say thank you all for your continued attention and support to our company through COVID, through all the struggles and stresses you've been working through through COVID. I very much wish all of you good luck in getting access to the vaccines and getting out to the other side of this. Thank you again.

Thank you very much. The conference call has now concluded. Thank you for attending today's presentation. You may now disconnect.