Welcome to the FTI Consulting First Quarter 2022 Earnings Conference Call. All participants will be in a listen-only mode. After today’s presentation, there will be an opportunity to ask questions. Please note, this event is being recorded. I would now like to turn the conference over to Mollie Hawkes, Vice President of Investor Relations. Please go ahead.

Good morning. Welcome to the FTI Consulting conference call to discuss the company's First Quarter 2022 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, ESG-related matters and other information or other matters that are not historical, including statements regarding estimates of our future financial results and other matters. For a 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 quarterly report on Form 10-Q for the quarter ended March 31, 2022, our annual report on Form 10-K for the year ended December 31, 2021, and in our other filings with the SEC. Investors are cautioned not to place any undue 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 and free cash flow. For a 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 include the reconciliations. Lastly, there are two items that have been posted to the Investor Relations section of our website 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 2022 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. 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. At this time, I'll turn the call over to our President and Chief Executive Officer, Steve Gunby.

Thank you, Mollie. Welcome, everyone, and I appreciate you joining us this morning. I want to express our solidarity with the people of Ukraine and those of you with family or colleagues impacted by this tragic situation. Regarding our quarter and company status, it's been just a couple of months since our last update, so my messages today align closely with what we discussed previously. I’ll keep my remarks brief to allow Ajay to cover the quarter, and then I look forward to our Q&A session. Our financial results this quarter were largely in line with our expectations. While there are variations among our sub-businesses, the key themes this quarter echo what we mentioned two months ago. We are encountering expected challenges, such as competitive talent searches and compensation pressures. We are actively addressing these issues, but there's still much work to do to navigate these challenges successfully. As previously discussed, we are evaluating all available information to determine how and when the restructuring market may rebound and if the M&A market will weaken accordingly. While we have monitoring processes in place, no one can predict with certainty the timing of these developments. We are observing the global landscape, including the ongoing war in Europe, inflation, rising interest rates, COVID impacts, and China's economy, to understand their influence on economies worldwide and on our operations. At this time, it remains clear that we lack full visibility on these factors. Therefore, I'd like to shift the focus slightly and reiterate a belief I hold strongly: in my experience, there is always significant uncertainty in market and economic conditions. We can only hope that the current war in Europe and high inflation are not permanent fixtures. However, it often feels like there’s always some crisis, whether it be Brexit, a pandemic, political changes, or economic shocks. Our approach is to analyze each event as it arises—assessing their implications, duration, and determining if we need to adjust for any permanent shifts in the market. Most often, our analysis suggests the anticipated effects on our business are not permanent; they may be impactful but typically short-lived. For instance, while we weren't sure how Brexit would affect our business, we were confident it wouldn’t have a lasting negative impact on our European investments. Consequently, we return to focusing on what we can control—building the strongest FTI possible and investing in our core areas. Our historical success demonstrates that if we don't overreact to global macro factors and maintain our focus on building our business, we will navigate through whatever challenges come our way. By aggressively hiring when talent is available and investing in key capabilities, we empower ourselves to address the critical needs and opportunities for our clients effectively. Over the long term, despite various ups and downs, our business thrives. Reflecting on our achievements over the past few years, it's clear our success hasn't stemmed from market conditions or political shifts; it is deeply rooted in what our people accomplish every day to assist our clients and improve their operations. I’d like to share a personal experience related to this. Recently, we convened our first senior managing director meeting in nearly three years, an event that usually happens annually but was delayed due to COVID. We were finally able to gather over 450 people in person. From discussions I had during and after the meeting, it was evident that attendees left feeling energized about our company’s current standing and future direction. The plenary presentations covering progress in various segments and regions were particularly well-received. Many noted that it felt like each business is thriving and full of potential. The conversations also highlighted our ongoing success in technology and our commitment to growth in business transformation and transaction services, even amidst downturns in restructuring. We also discussed ambitions in emerging markets like France, Germany, the Netherlands, Italy, and the Middle East, along with exciting developments in areas where we've long established a foothold, like Australia. One notable observation was the remarkable growth in capabilities among participants. About 40% of attendees were new hires or promoted individuals since our last meeting, underscoring the expansion of our talent pool. Feedback indicates that while the presentations were impactful, the real energizing moments were in smaller group discussions where attendees could engage deeply with the work being done at FTI. These discussions highlighted our client successes and strategic initiatives, demonstrating how our past core strengths connect with new ventures. It's essential to recognize that while broader market conditions are important, they alone do not define our outcomes. Our results come from the commitment, creativity, and tenacity of our teams. Markets may influence aspects of our progress, but we are not just riding the waves; we have the capability to move through challenges and accelerate even when facing headwinds. The collective energy, ambition, and skills of our teams fuel this momentum, and I left the meeting with confidence that our company is equipped like never before to seize future opportunities. I'm genuinely optimistic about our company's trajectory in the coming years. With that, I will turn it over to 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. Overall, our quarterly results were in line with our expectations. The first quarter of 2022 revenues of $723.6 million were up $37.3 million, or 5.4%. GAAP EPS of $1.66 compared to $1.84 in the prior year quarter. Adjusted EPS of $1.66 compared to $1.89 in the prior year quarter. Net income of $59.3 million compared to $64.5 million in the prior year quarter. This decrease is primarily because the 5.4% growth in revenues was not sufficient to offset the increase in SG&A and compensation expenses. SG&A of $149 million was 20.6% of revenues and compared to SG&A of $126.5 million, or 18.4% of revenues in the first quarter of 2021. The increase in SG&A was primarily due to higher travel and entertainment, compensation, and legal expenses. The first quarter of 2022 adjusted EBITDA of $90.5 million decreased 9.1% compared to $99.5 million in the prior year quarter. Our first quarter 2022 effective tax rate of 22.2% compared to our tax rate of 23.9% in the first quarter of 2021. For the balance of 2022, we continue to expect our effective tax rate to be between 22% and 25%. Weighted average shares outstanding, or WASO for Q1 of 35.6 million shares increased by 584,000 shares compared to 35.1 million shares for the prior year quarter, primarily due to the dilutive impact of our convertible notes. For the quarter, our convertible notes had a potential dilutive impact on EPS of approximately 998,000 shares in WASO, compared to approximately 450,000 shares in WASO in Q1 of 2021, as our share price on average of $149.8 this past quarter was above the $101.38 conversion threshold and above our share price on average of $118.44 in Q1 of 2021. Billable headcount increased by 430 professionals or 8.4% year-over-year. Noteworthy, billable headcount grew 17.3% in Technology, 10.7% in Forensic and Litigation Consulting or FLC, and 10% in Strategic Communications. Sequentially, from the end of the year, billable headcount increased by 171 professionals or 3.2%. Now, turning to our performance at the segment level. In Corporate Finance & Restructuring, record revenues of $253.3 million increased 12% compared to the prior year quarter. Acquisition-related revenues contributed $2.2 million in the quarter. The increase in revenues was primarily due to higher demand for business transformation and transaction services, which was partially offset by lower demand for restructuring services. Business transformation and transactions represented 59%, while restructuring represented 41% of segment revenues this quarter. This compares to a 50-50 split between business transformation and transactions and restructuring in the prior year quarter. Year-over-year business transformation and transactions grew 33% as we successfully helped clients in a variety of verticals, including media and entertainment, financials, and technology while restructuring revenues declined 9%. Adjusted segment EBITDA of $53.5 million or 21.1% of segment revenues compared to $37.4 million or 16.6% of segment revenues in the prior year quarter. The increase in adjusted segment EBITDA was primarily due to higher revenues, which was partially offset by an increase in SG&A expenses and higher compensation compared to the prior year quarter. Noteworthy, sequentially, restructuring revenues grew 14%, primarily from improved demand in North America in the retail and technology sectors. Turning to FLC, revenues of $153.9 million increased 2% compared to the prior year quarter. Acquisition-related revenues contributed $3.7 million in the quarter. Excluding acquisition-related revenues, revenues decreased by $0.7 million or 0.4% in the quarter, primarily due to lower demand for data and analytics and dispute services, which was partially offset by higher realized bill rates and demand for investigation services. Adjusted segment EBITDA of $17.3 million or 11.2% of segment revenues compared to $29.4 million or 19.5% of segment revenues in the prior year quarter. The decrease in adjusted segment EBITDA was primarily due to higher compensation, which includes the impact of a 10.7% increase in billable headcount and SG&A expenses compared to the prior year quarter. Sequentially, FLC revenues increased 11.5% and adjusted EBITDA improved by $8.8 million, reflecting increased demand for our investigations and construction solutions services. In Economic Consulting, revenues of $166 million decreased 1.9% compared to the prior year quarter. The decrease in revenues was primarily due to lower demand for M&A-related antitrust services, which was partially offset by higher demand for non-M&A-related antitrust services compared to the prior year quarter. Non-M&A-related antitrust services represented 33% and M&A-related antitrust services represented 17% of total segment revenues in the quarter. Adjusted segment EBITDA of $21.2 million or 12.8% of segment revenues compared to $26.6 million or 15.7% of segment revenues in the prior year quarter. The decrease in adjusted segment EBITDA was primarily due to lower revenues and higher SG&A expenses compared to the prior year quarter. Technology's revenues of $80.5 million increased 1.3% compared to the prior year quarter. You may recall that in the first quarter of 2021, the Technology segment had one M&A-related second request engagement that we said represented over 20% of total quarterly revenues. Despite this, we generated a revenue increase in the first quarter of 2022, which was primarily due to higher demand for information governance, privacy and security, cross-border investigations, and litigation services, which was nearly offset by a decline in demand for M&A-related second request services compared to the prior year quarter. Adjusted segment EBITDA of $13.4 million or 16.6% of segment revenues compared to $21.6 million or 27.2% of segment revenues in the prior year quarter. The decrease in adjusted segment EBITDA was primarily due to higher compensation, which includes the impact of a 17.3% increase in billable headcount and higher SG&A expenses. Sequentially, Technology revenues increased 24.6% and adjusted EBITDA improved by $5.6 million primarily reflecting increased demand for M&A-related second request and cross-border investigations services. Strategic Communications' record revenues of $69.9 million increased 15.6% compared to the prior year quarter. During the quarter, we experienced increased demand primarily for our corporate reputation services. Adjusted segment EBITDA of $15.7 million or 22.5% of segment revenues compared to $10.4 million or 17.2% of segment revenues in the prior year quarter. The increase in adjusted segment EBITDA was primarily due to higher revenues, which was partially offset by an increase in SG&A and compensation expenses, which includes the impact of a 10% increase in billable headcount. Let me now discuss a few 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 $203.8 million compared to $166.6 million in the prior year quarter. The year-over-year increase in net cash used in operating activities was largely due to higher annual bonus payments, an increase in salaries related to headcount growth, and higher operating expenses, which was partially offset by an increase in cash collected resulting from higher revenues. During the quarter, we spent $3.1 million to repurchase 21,611 shares at an average price per share of $143.36. As of the end of the quarter, approximately $164 million remained available for stock repurchases under our current stock repurchase authorization. Total debt net of cash of $60.1 million at March 31, 2022, compared to $252.8 million at March 31, 2021 and a negative $178.2 million on December 31, 2021. The sequential increase was primarily due to an increase in cash used in operating activities, which included annual bonus payments. Turning to guidance. We are reiterating our guidance for the year given we are yet early in the year and because our first quarter results are in line with our expectations. We estimate that revenues for the full year 2022 will range between $2.92 billion and $3.045 billion and that EPS for the full year 2022 will range between $6.40 and $7.20. We do not currently expect EPS and adjusted EPS to differ. Our guidance is shaped by certain key considerations. In restructuring on the back of a sharper-than-expected uptick in Q1, our expectation is that we will sustain this level of revenue for the balance of the year. Similarly, we expect business transformation and transactions within Corporate Finance to remain robust. We also expect continuous improvement in our FLC segment. Our assumption of simultaneous strength is historically rare and uncertain in these turbulent times. Additionally, the inflationary environment is resulting in significant compensation-related pressures. As Steve mentioned, we are reengaging on our efforts to connect our professionals through in-person events and gatherings such as our all-SMD meeting and training and development programming. As a result, we expect SG&A, particularly travel and entertainment expenses, to continue to increase this year. Importantly, our ambition remains to aggressively add headcount in all of our geographies. And finally, Q4 is typically a seasonally weaker quarter for us because of both an increase in time off during the holidays for our employees and a seasonal business slowdown. Before I close, I want to reiterate a few key themes that underscore the attractiveness of our business. First, we believe we are the strongest provider of restructuring services anywhere in the world. In recent years, we have supplemented that with a growing array of services in business transformation and transactions. Second, our economists and other professionals are recognized as leaders in expert testimony in a variety of areas including arbitration, construction, antitrust, and competition, insurance, and investigations. With our award-winning experts and staff and their relationships, we are working on the biggest and most important matters involving complex economic issues. Third, our Technology and Strategic Communications businesses are proving to be acyclical and have been growing in key areas of client need such as information governance, security and privacy, e-discovery, corporate reputation, ESG, and public affairs. Finally, our business generates excellent free cash flow and our balance sheet is very strong. We have the capacity to continue to boost shareholder value through organic growth, share buybacks, and acquisitions when we see the right ones. With that, let's open the call up for your questions.

We will now begin the question-and-answer session. Our first question will come from Andrew Nicholas with William Blair.

Hi. Good morning. Thank you for the question.

Good morning.

The first question I have is about CFR. Instead of starting with restructuring questions, I want to focus on BTT. Ajay, you mentioned in your prepared comments that you're expecting that to remain strong, which surprises me given the apparent slowdown in global M&A activity. Can you elaborate on why you feel confident about that business in particular? Are there transactions that we might not be aware of that are sustaining that activity, or is there specific momentum that you'd like to highlight? That would be helpful.

Thank you, Andrew. So firstly, business transformation and transactions is an infinitely bigger space than restructuring. We only got started in a meaningful way in the last several years, but in restructuring, we are unquestionably number one in the world. So there is that demand potential. Second, you saw year-over-year the kind of growth we have had in business transformation and transactions. It's a stellar number. And to your question in transact with that between business transformation and transactions for the last five quarters, transactions have actually been slightly bigger than business transformation, and that's remained consistent. Where we play in that transaction space is in that middle market space, the private equity-sponsored acquisitions; there is no let up.

Maybe I can add to that though a little bit, Ajay. I think we don't have a different view of the general M&A market than what you're reading out there. It's just that we play in so many different parts of it. In some of our businesses, I think we've seen some M&A slow down. In others, we haven't if I'm remembering right, Ajay.

That's correct.

In that part of the business, we haven't yet seen a slowdown, which is partly due to its middle market nature and partly because we hope to continue gaining share in that market. I believe that's the foundation for our optimism. It's not that we understand the macro forces better than anyone else. Andrew, does that help?

Yes. No, that's helpful. Probably another or more evidence of the breadth of all the different areas that you're operating in. I guess for my follow-up, I wanted to ask about FLC. Solid sequential step-up in revenue there. Utilization is improving. Could you talk a little bit about momentum in that business, what the pipeline looks like for that segment, and maybe how that's developed relative to the past couple of quarters, where I think you were a bit slower, at least in terms of large project opportunities than you had hoped or anticipated? Thank you.

So our optimism, Andrew, is obviously we do have visibility on backlog and pipeline, right? But what happens is sometimes those things get deferred or delayed. It's not certain exactly when projects will start and what have you. We certainly expect and believe that there will be continuous improvement in that segment. We have hired heavily in a variety of areas, both in specific work streams like health solutions and investigations and cybersecurity, but also geographies. Our belief is we are very bullish on it.

Our next question will come from Tobey Sommer with Truist Securities. Please go ahead.

Thank you. I wanted to ask a question about EMEA. And if you want to broaden it and just call it your international business, that'd be fine. Where are you in the growth in your capabilities across your multiple segments such that the markets in which you operate in are sufficiently staffed where you can win the most complex engagements that often require contributions from multiple segments? And then maybe on the financial side of the same question, where are we in terms of the evolution of those geographies being able to contribute accretively to the company's margins as they sort of leverage G&A more effectively?

I can address that, Ajay, and you can add more detail if I overlook anything. It's a great question and it varies by geography. In the UK, we offer a wide range of services and capabilities, similar to the US. We can secure both large and local jobs, and collaborate with the US and other regions to win significant global projects. We also have the ability to combine services across segments for the largest jobs, something we historically lacked in many areas of EMEA and elsewhere. When I first arrived in London, we didn't fully have that capability, particularly on the continent. However, this year marks a significant improvement in our capabilities throughout Europe. While we always had decent capabilities, they often focused on a single segment within a geography. For instance, we had a strong Stratcom business in Germany but lacked a Corp Fin or FLC business. In France, we had some presence but not at the scale we aspired to, and we had no foothold in the Netherlands. Previously, we had a solid Stratcom presence in Brussels, which has now become the leading Stratcom business there, along with added capabilities. This year, we are intensifying our efforts to expand those capabilities. You might wonder why we're increasing acceleration this year; it's due to the talent we've brought in, including promotions and, in many cases, lateral hires in these regions. We've enhanced our capabilities in several markets and have already started winning global assignments within individual segments. To excel in cross-segment projects, all segments need to be effectively represented in a geography, and we're currently transforming our operations across the continent. Australia has also seen significant progress in the last five years, strengthening our businesses individually and collectively. While capabilities vary by region, you're highlighting one of the most crucial developments occurring in EMEA. Regarding financial contributions, the areas where we've made progress become accretive. However, in markets where we're working to expand our capabilities, the short-term impact may not be accretive. We have some of that factored into our upcoming quarters as we are making investments. We've recruited senior talent, some of whom have temporary restrictions on their productivity, and it takes time to grow the business, which includes adding staff beneath them. Thus, some of these initiatives may not be accretive in the next few quarters or even at the start of next year, but we are confident in these investments and feel positive about the future. Did I address your question, Tobey?

You did. You did. Thank you. So we talked about wage inflation certainly a topic broadly in your business. How have realized bill rate increases this year compared to sort of same-store compensation growth? I understand you're adding heads, so I'm kind of asking for an adjustment there just to get a sense for how those two figures compare?

We've discussed this extensively, and I've emphasized to our leadership team that we cannot fall behind the market when it comes to our top professionals. If someone chooses to leave for a small pay increase, that's their decision. However, we cannot let ourselves stray too far from market rates. We've made substantial adjustments and are prepared to continue making significant changes in the future. Based on my experience, over time, we can recover that in pricing, and we must maintain that discipline. We have adjusted our list prices and that raises the question of how long it takes for those adjustments to be realized, which can vary significantly. Ajay has various monitoring processes in place. We're still assessing the outcomes of those processes, but if you have any updates, Ajay, feel free to share.

No, you can never definitively say that with pricing. Currently, both anecdotal and mathematical evidence indicate that they are sticking. There is no significant difference in realization from one year to the next, although there are obviously rate increases. We provide statistics on the bill rate per hour and realized bill rate per hour for Corporate Finance, Economics, and FLC, allowing you to track the trends quarterly and year-over-year. You might have noticed there isn’t a significant year-over-year increase. In fact, sequentially in Economics, for example, there is a decline, but that’s not due to rate increases not sticking. Various factors contribute to this, like leverage, the mix of junior versus senior staff, and the locations of rate increases. Sometimes, revenue deferrals and reversals occur because the client hasn’t accepted the engagement, even though the work has started. These factors can lead to variability. However, to answer your question, rate increases are largely sticking for now.

I wanted to ask a question about the balance sheet and capital deployment focusing on the long term. I understand that rates are increasing now, so this may not be the ideal time to optimize the balance sheet. However, it’s important to consider the long-term perspective. The business has proven to be quite resilient; during the turbulent times of 2020, it performed well. Given that the company is filled with finance and accounting professionals, it seems logical to assume that carrying some debt could enhance business returns without putting excessive stress on the company during downturns. What is the long-term strategy for managing the balance sheet more effectively from a numerical and academic standpoint?

I think you're not suggesting we leverage up and compete with Elon for buying Twitter. That's not what you're suggesting here I think, Tobey, right?

It takes just about driving ROIC higher.

Let me let Ajay speak to whatever we publicly speak about that. We obviously think a lot about cash and our policies here and we talk a lot about it with the Board. I don't know how much we share that, Ajay. I'll leave this to you the question.

No, we've – listen, you make a great point, and it's a textbook sort of question. You're absolutely right. I am the CFO of a company of CFOs and CEOs. There's no question and there's no dearth of advice that one can get that I actually solicit. Yet, most people will tell me that we are in the – we're number one in the world in restructuring and interest rates are on their way up. Cash is good to have. To be five, six, eight times levered is probably not a great spot to be if you're giving consulting advice and restructuring. At least, that's what I'm told, and I believe. In my own head, I feel in a company with we – as someone once reminded me we are not a subscription business. Though our relationships feel like subscriptions, but we are actually not a subscription business. So more than two times gross debt, certainly we can comfortably take on a lot more than that. But what we do is a debatable matter.

So let me just add here, Tobey.

Okay. Thank you.

Tobey, sorry I'm just going to add something. It's just – I think you're right on that. There's no way this company is not at risk if we had two or three times EBITDA on debt. I think Ajay is right. I think that some of our competitors who have six or eight, I'm glad we're not in that position. It's just part of a question that we talked about on an ongoing basis of where our cash position is and how to use it, all those sorts of things. We don't have a religious prohibition against two or three times EBITDA on debt. It just hasn't been in our opinion opportunity to go there at this point in time. Tobey, does that help?

It does. I was just hoping to discuss how you might be able to get there over the long term, without tying you down to a specific action like, perhaps investing more than annual cash flow and repurchase over a number of years would be a way to do it.

Yeah. Yeah. I think we're not – at this point you can hear from my CFO, he's not ready to share that level of detail on plans. But I think he'll take your input as he does a lot of people's input. Okay.

Thank you so much.

Thank you all for the attention and the support, and I'm hoping everybody continues to stay safe. Thanks again.

This concludes our conference for today. Thank you for attending today's presentation. You may now disconnect.