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Text: 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.
With these formalities out of the way, I'm joined today by Steven Gunby, our president and chief executive officer; and Ajay Sabherwal, our chief financial officer.
I hope everyone and your families continue to be well.
I know we all can see light at the end of the tunnel regarding the pandemic but I also know that in no place around the world, no place around the world are we yet fully in that light so I'm hoping everybody remains safe.
I'm also hoping that we are -- is there a binging in the background there?
Well, I'm in a new place doing the call.
So unfortunately, we might have a little background noise.
So, look, I'm hoping everybody stays safe.
I'm also hoping that we all are getting a chance to reconnect with our loved ones and our colleagues in a somewhat deeper way.
Over the last several weeks, like this week, I've had the pleasure of starting to see clients in person and traveling to just some of our offices to see our people.
And I hope you have begun to have the equivalent.
For me, it has been wonderful to get the chance to see people, person-in-person again.
Obviously, technology is incredibly terrific about connecting us.
It changes our ability to feel connected when we're apart.
Now some technologies are better than others.
I think letter writing from my youth wasn't that great, notwithstanding the fact that my parents then celebrated the fact that I sent them a postcard from summer camp.
And telegrams, except for emergencies, weren't much better but telephones obviously helped, right?
They were real time.
They allowed you to talk with somebody and stay connected.
And Zoom and Teams are incredibly better.
They also give us eye contact.
They give us the ability to see authenticity in somebody's face.
It's a powerful thing.
But when we get back out in the world, I, for one, am rediscovering the fact that, even today, even today, nothing is better than getting a chance to see someone in person and maybe giving that person a hug.
Turning to our results.
I'm going to let Ajay give you all the details of this, yet again terrific quarter.
It is a terrific quarter, and there's lots of details but I'm going to leave that to him.
What I'd like to do, with your permission, is share a bit of a longer-term perspective.
On these earnings calls, we often are talking about market forces.
The forces that are external to our firm.
Last year, for example, we talked about the courts being closed and travel restrictions and the impact of each of those.
In other times, we've talked now about the restructuring markets either being up or down or whether the transaction market is booming or not.
Obviously, those discussions are important.
We wouldn't be talking about them if they weren't.
Markets do affect our individual businesses, and they can affect them sharply over any short period of time.
What is also true, and to me far more powerful, is how little the markets determine our performance over an extended period of time.
How much -- when you look back over two years, four years, six years, seven years of our history, how much of our business is not driven by quarters or by market factors but is driven by us, by what our teams do.
It's about what -- our ability over any extended period of time to not get driven by quarterly market forces but rather for us to control our destiny.
Now I know there's some longtime observers of our company on the call, and some of you have suggested that at one point this company was never up unless the restructuring business was up, and the restructuring business was not up unless the restructuring market was up.
And as a consequence, at one point we were also seen by some as a cork that floats up and down with the restructuring wave.
I don't know whether that was ever fully true but I believe our track record over the last two, four, five-plus years suggests it is not the case today.
Our teams have been, and are, building businesses that are global, diverse but, most important, powerful.
Each 10, as we've seen, be whipsawed by markets in just the short term.
But over the last years, we have shown that if we do the right things over any extended period of time, we are not corks on the wave but rather folks who determine our future.
By now, I believe that you can see examples of this in every one of our businesses and every one of our regions.
For example, our technology business.
This quarter is being helped by the strong M&A markets.
Having said that, by far, the more fundamental change in our trajectory in this business wasn't driven by markets.
It was driven by the teams driving strategic changes that they engineered four years ago.
At that point, some of you might remember, the business was headed in the wrong direction even with solid markets.
The strategic changes the team drove reversed that.
Our business started to move up even before the M&A boom.
And as a consequence, I believe, we have been the fastest-growing major player -- at least organically, in the e-discovery business over the last few years, not because of the market but because of what our teams have done.
Similarly, in E-con -- yes, the M&A and the antitrust clearance markets are hot.
If you look underneath that, you see the cornerstone of our multiyear growth that we have driven is actions taken by teams that support and add to the fabulous positions we have in the U.S. and extend those clear positions abroad, not market phenomena but the phenomenon of great people attracting other great people.
FLC, obviously, saw the market's effects last year due to the halted court activities and travel.
As a consequence, as I think many of you remember, the business operated at a loss at some point last year.
As you know, we remain convinced that we have a very good business in FLC with terrific professionals and we hired even in the face of that downturn.
A side note, look, in my experience, you can hurt a business seriously by overreacting to short-term headwinds.
For example, by failing to hire great people or getting rid of good people.
But my experience also is that if you don't make those steps, if instead you support great people in a downturn, you see ultimately that the short-term headwinds dissipate and the powerful underlying strength and potential for that great group of people emerges, and we are seeing that this year with FLC.
In strat coms, you saw our teams beginning six years ago and since, drive a set of strategic changes that turned the business from one what was once a declining business into a terrific growth engine.
A business that's really growing its brand, in revenue and capability, not on every dimension perfectly every quarter, but robustly and powerfully over any extended period of time, including this year.
I saved corp fin for last.
Some, I suspect, worry that corp fin is a counterexample.
Since at least this year, the market forces seem to be trumping everything.
I would argue that corp fin, in fact, fully reinforces the overall point.
Yes, this restructuring market is down a huge amount.
And we are, therefore, down in restructuring substantially versus last year.
But it's worth noting that our restructuring business, in the face of this terrible market, is still up substantially from six years ago.
For example, my first year here, reflecting the team's strengthening of that business, strengthening an already strong creditor rights business we had in the U.S., expanding substantially our U.S. company-site business and demanding -- dramatically strengthening our restructuring positions abroad in multiple markets.
And the CF results today also reflect the efforts of our team made over the same period to build business transformation and transactions business that today are soaring.
The result is if you look out over multiple years, not just this year versus last year, you look through the ups and downs of the market, we have been able to develop and attract great professionals in the U.S. and around the world.
And as a result, though the CF results are down year on year, they are not over an extended period of time.
For example, the profits in the first half of this year, even with the hit to the market, the restructuring, are still at a run rate that is essentially triple my first year here.
So are we affected by markets?
But are we determined by those markets?
I don't think the data suggests that.
I think the data explicitly suggests otherwise.
Market forces affect us sometimes that's dramatically over short periods of time in our individual businesses.
They cause zig and zag.
But we have also seen that if we don't overreact to the zigs and zags, if instead we assess our businesses and when we find that we have confidence in those businesses and in the teams driving them and we commit to investing in those businesses even in a slow period, even if it hurts those financials in that slow period, as we did back in FLC and are fully willing to do so in CF, our experience is over any longer period of time, we get rewarded powerfully.
We end up building businesses that great people want to stay in and help build, that great people want to be part of.
Businesses that attract great people, that support their ambitions and their development and allows them to build businesses they're proud of and client relationships that make an impact.
And when you have great people doing great work and feeling supported, you end up with people who are developing this themselves, feeling good about themselves, and great people outside your firm who want to be part of that.
You create businesses that through the zigs and zags, become sustainable, powerful, durable, resilient and exciting growth engine.
That is what our teams through the zigs and zags, to me, have demonstrated.
And together, I believe we will continue to do so.
Beginning with our second-quarter results.
Revenue growth more than offset increased costs, primarily from our investments in both organic head count growth and in acquisition.
Earnings per share were further boosted by lower weighted average shares outstanding, or WASO, and from a lower tax rate, resulting in a 39.4% increase in GAAP earnings per share and a 31.8% increase in adjusted EPS.
The strength in our M&A and litigation-driven businesses that more than offset the impact of lower demand for restructuring globally.
Overall, we are pleased with these results, which give us even greater confidence in our increased guidance ranges for the year.
Revenues of $711.5 million were up $103.6 million, compared to revenues of $607.9 million in the prior-year quarter.
GAAP earnings per share of $1.77 in 2Q '21, compared to $1.27 in 2Q '20.
Adjusted earnings per share for the quarter were $1.74, which compared to $1.32 in the prior-year quarter.
The difference between our GAAP and adjusted earnings per share in 2Q '21 reflects $3.1 million in a fair value remeasurement of acquisition-related contingent consideration, which increased GAAP earnings per share by $0.09, and a $2.4 million of noncash interest expense related to our convertible notes, which reduced GAAP earnings per share by $0.06.
Net income of $62.8 million, compared to $48.2 million in the prior-year quarter.
The year-over-year increase was primarily due to high operating profits in our Forensic and Litigation Consulting or FLC segment, as well as our technology and economic consulting segments, which was only partially offset by lower operating profits in our Corporate Finance & Restructuring segment compared to the prior-year quarter.
SG&A of $133.9 million were 18.8% of revenues.
This compares to SG&A of $126.9 million or 20.9% of revenues in the second year -- in the second quarter of 2020.
The dollar increase in SG&A was primarily due to an unfavorable impact related to foreign currency translation, or FX, increased compensation primarily related to nonbillable head count growth, and the higher rent, which was partially offset by lower bad debt and the previously mentioned fair value remeasurement.
Second-quarter 2021 adjusted EBITDA of $92.3 million or 13% of revenues, compared to $75.8 million or 12.5% of revenues in the prior-year quarter.
Our second-quarter effective tax rate of 19.3%, compared to 23.1% in the prior-year quarter.
Our tax rate for the quarter was favorably impacted by a discrete tax adjustment from the remeasurement of our deferred tax asset in the U.K., following the proposed U.K. tax rate increase that's effective April 2023.
Without this change, our second-quarter '21 effective tax rate would have been 23.3%.
For the balance of '21, we expect our effective tax rate to be between 22% and 25%.
Fully diluted WASO for Q2 of 35.4 million shares declined 2.5 million shares, compared to 37.9 million shares in 2Q '20.
Our convertible notes had a potential diluted impact on earnings per share of approximately 872,000 shares for the quarter.
Included in WASO, as our average share price of $140.72 this past quarter was above the $101.38 conversion threshold rate.
Billable head count increased by 470 professionals or 10.1% that's compared to the prior-year quarter.
Noteworthy, in May, we closed on our acquisition of The Rhodes Group, welcoming 38 billable professionals to our construction solutions practice within our FLC segment.
And in July last year, we acquired Delta Consulting, adding 151 billable professionals.
Sequentially, billable head count decreased by 27 professionals or half of 1%.
Now I will share some insights at the segment level.
In Corporate Finance & Restructuring, revenues of $231 million decreased 6.1% compared to the prior-year quarter.
The decrease in revenue was driven by lower demand for restructuring services globally, which was partially offset by higher demand for our transactions and business transformation services in North America.
Adjusted segment EBITDA of $40.2 million or 17.4% of segment revenues, compared to $76.3 million or 31% of segment revenues in the prior-year quarter.
Adjusted segment EBITDA was negatively impacted by the continued downturn in restructuring activity compared to the record demand that saw in 2Q '20 in the initial wake of COVID as well as higher compensation, primarily related to a 19.8% increase in billable head count.
On a sequential basis, revenue increased $4.8 million or 2.1%, a strong growth in both our business transformation and transactions businesses and related success fees more than offset the continued decline in demand for our restructuring services.
Revenues of $150.7 million increased 41.7% compared to the prior-year quarter.
The increase in revenues was primarily due to higher demand for our investigations and dispute services.
Adjusted segment EBITDA of $18 million or 11.9% of segment revenues, compared to a loss of $9 million in the prior year quarter.
As a reminder, the second quarter of 2020 was when COVID-19-related lockdowns particularly affected FLC, resulting in many matters being deferred due to travel restrictions, foreclosures, and delays.
The year-over-year increase in adjusted segment EBITDA was primarily due to higher revenues and a 14 percentage point increase in utilization, which was partially offset by higher variable compensation and a 5.5% increase in the billable head count.
Sequentially, revenues were flat but adjusted segment EBITDA decreased $11.4 million, primarily due to increased compensation, acquisition-related costs, and certain revenue deferrals.
Our economic consulting segment's record revenues of $183.3 million increased 21% compared to the prior-year quarter.
The increase was primarily due to higher demand for non-M&A-related antitrust and financial economic services, which was partially offset by lower realized rates and demand for our M&A-related antitrust services compared to the prior-year quarter.
Our adjusted segment EBITDA of $30.7 million or 16.7% of segment revenues, compared to $21.7 million or 14.3% 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 variable compensation and a 9.1% growth in billable head count.
Sequentially, revenues increased $14 million or 8.3%, which was primarily driven by increased demand for financial economics and M&A-related antitrust services.
The adjusted segment EBITDA improved $4.1 million.
In technology, revenues of about $78.6 million increased 67% compared to the prior-year quarter.
The increase in revenues was primarily due to higher demand for cross-border investigations, litigation and M&A-related second request services.
Adjusted segment EBITDA of $18.5 million or 23.5% of segment revenues, compared to $6.4 million or 13.7% of segment revenues in the prior-year quarter.
The increase in adjusted segment EBITDA was due to higher revenues, which was partially offset by an increase in compensation and higher SG&A expense.
Sequentially, revenues were slightly lower compared to record revenues in the first quarter as decreased demand for M&A-related second request services was nearly offset by the higher demand for litigation and cross-border investigation services.
Adjusted segment EBITDA declined $3.1 million sequentially, which was largely due to an increase in SG&A expense.
Revenues in the strategic communications segment of $67.8 million increased 19.2% compared to the prior-year quarter.
The increase in revenues was primarily due to a higher demand for corporate reputation, and public affairs services.
Adjusted segment EBITDA of $13.5 million or 19.9% of segment revenues, compared to $10 million or 17.6% of segment revenues in the prior-year quarter.
The increase in adjusted segment EBITDA was due to higher revenues, which was partially offset by an increase in compensation and higher SG&A expense.
Sequentially, revenues increased $7.3 million, primarily due to higher demand for corporate reputation and public affairs services.
Adjusted segment EBITDA increased $3.1 million.
Let me now discuss key cash flow and balance sheet items.
We generated net cash from operating activities of $125.6 million, which decreased by $27.4 million, compared to $153 million in the second quarter of 2020.
The year-over-year decrease was largely due to an increase in salaries, primarily related to head count growth, which was also partially offset by the higher cash collection.
We generated free cash flow of $105.8 million in the quarter.
Total debt, net of cash, decreased $93.5 million sequentially from $252.8 million on March 31, 2021, to $159.4 million on June 30, 2021.
The sequential decrease was primarily due to repayment of borrowings under our senior secured bank revolving credit facility.
Turning to our guidance.
We are raising our full-year 2021 guidance ranges for revenues and GAAP EPS.
We are also raising the lower end of our full-year 2021 adjusted earnings per share guidance range.
These changes primarily reflect our strong performance in the first half of 2021.
We now expect revenues will range between $2.7 billion and $2.8 billion, up from our prior range of between $2.575 billion and $2.7 billion.
GAAP earnings per share is now expected to range between $5.89 and $6.39, up from a prior range of between $5.60 and $6.30.
We now expect adjusted earnings per share to range between $6 and $6.50, up from our prior range of between $5.80 and $6.50.
The $0.11 per share variance between earnings per share and adjusted earnings per share guidance for full-year 2021 includes the estimated tax-affected impact of noncash interest expense of $0.20 per share that's related to our 2023 convertible notes and the second-quarter 2021 $0.09 per share gain related to some fair value remeasurement.
Our updated guidance for full-year 2021 is shaped by four key considerations: First, restructuring activity remains subdued due to government support and extended moratoriums, low interest rates and the strengthening in certain industry verticals.
And our restructuring business could weaken further as large matters from 2020 roll off.
Second, global M&A activity, which drives demand in our economic consulting and technology segments as well as our transactions practice in Corporate Finance & Restructuring is at just record levels.
There is no certainty that M&A activity will continue at this pace.
Third, typically fourth quarter is a weaker quarter for us because of both an increase in time off during the holidays for our employees and a seasonal business slowdown.
Fourth, COVID-19 is still with us with different parts of the world being impacted at varying degrees.
Before I close, I want to reiterate a few key themes that underscore the strength of our company.
First, we have conviction in our world-leading businesses.
And this quarter's results reflect both the benefits of sustained investing even when facing short-term volatility and the diversity of our businesses.
Second, not only are we deepening our core capabilities, but also we are then expanding in adjacencies, such as non-M&A-related antitrust, business transformation, cybersecurity, public affairs, and environmental, social, and governance-related services.
Third, the bedrock of our success remains the strength of our people and their client relationships, combining with creating a culture that has year after year allowed FTI to be ranked as a best place to work by Forbes, Consulting Magazine and the Washington Post, among others.
And finally, our balance sheet is enviable.
And so we have demonstrated the ability to boost shareholder value through share buybacks, debt reduction, organic growth, and acquisitions when we see the right one.

user
compname reports q2 earnings per share of $1.77.
q2 adjusted earnings per share $1.74.
q2 earnings per share $1.77.
q2 revenue $711.5 million versus refinitiv ibes estimate of $642.7 million.
sees 2021 earnings per share will range between $5.89 and $6.39.
sees 2021 adjusted earnings per share will range between $6.00 and $6.50.

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