FTI Consulting, Inc.
Q4 2015 Earnings Call Transcript

Published: 25 Feb 2016

[Operator:]

Please standby, we're about to begin. Good day, everyone, and welcome to the FTI Consulting Fourth Quarter and Full-Year 2015 Earnings Conference Call. As a reminder, today's call is being recorded. And now, for opening remarks and introductions, I'll turn the call over to Mollie Hawkes, Senior Director of Investor Relations at FTI Consulting. Please go ahead, ma'am.

[Mollie Hawkes:]

Good morning. Welcome to the FTI Consulting conference call to discuss the company's fourth quarter and full-year 2015 results as reported this morning. Management will begin with formal remarks, after which we'll take your questions. Before we begin, I'd 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, 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 a discussion of risks and other factors that may cause the 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 most-recent Form 10-K and in other filings filed with the SEC. Investors are cautioned not to place undue reliance on any forward-looking statements, which speak only as the date of this earnings call and will not be updated. During the call, we will discuss certain non-GAAP financial measures such as adjusted EBITDA, adjusted segment EBITDA, total adjusted segment EBITDA, adjusted earnings per share, adjusted net income and adjusted segment EBITDA margin. For a discussion of these and other non-GAAP financial measures as well as a reconciliation of non-GAAP financial measures to the most recently comparable GAAP measures, investors should review the press release and the accompanying financial tables that we issued this morning. There are two items that have been posted to our Investor Relations website this morning for your reference. These include a quarterly earnings call presentation that we will refer to during this morning's call and an Excel and PDF of our historical financial and operating data, which has been updated to include our four quarter and full-year financial results. With these formalities out of the way, I'm joined today by Steve Gunby, our President and Chief Executive Officer; and David Johnson, our Chief Financial Officer; and Cathy Freeman, our Senior Vice President, Controller and Chief Accounting Officer. The group is sitting in different locations this morning, so I apologize ahead of time, if there is a delay in response, as we try not to speak over each other. At this time, I will turn the call over to our President and Chief Executive Officer, Steve Gunby.

[Steven Henry Gunby:]

Thank you, Mollie, and thank you all for joining us this morning. I'd like to start by thanking David. David, I believe this is your last earnings call. It is difficult to see David leave, but I do think that most folks understand and respect his decision to join an organization that is today dealing with some of the world's most-difficult and immediate problems. David, you have incredible strength. On behalf of all your colleagues at FTI and myself, I hope the IRC makes great use of those strengths as you attack those problems. I'd also like to take a moment to welcome Cathy Freeman to our earnings call. As many of you know, Cathy has been with FTI since 2007 as our Controller and Chief Accounting Officer and she is a member of our Executive Committee. I'm pleased to announce that Cathy, while we continue our search for a permanent successor to David, has accepted the role of Interim CFO. We are fortunate to have someone with Cathy's continuity, her commitment, her experience and just overall strength of Cathy in this role. So, thank you very much for taking this on. In terms of the agenda for the call, David will take you through our fourth quarter and full-year results, and then I'd like to take some time to talk about where we are with our – respect to our change efforts generally and provide some specifics on a couple of businesses, including Technology. David?

[David M. Johnson:]

Thanks, Steve. Thank you for the kind words and the opportunity to serve here. Before I begin, I want to thank the shareholders, analysts and others on this call for the honor and privilege of serving you for the last 18 months. I have tremendous respect for each of you, your sophistication, integrity and candor enriched every conversation. And since I know that our audience on these calls include many of my FTI colleagues, I again convey my thanks to all of you. FTI's professionals are some of the most talented, resourceful, dedicated and resilient people I've ever had the good fortune to work with. Thank you for everything you've done for me. I wish you well. Turning now to slide four, revenues for Q4 were $442 million, up 4% from the prior year and down 3% from Q3. Excluding an estimated negative impact of foreign currency translation or FX, revenues increased 6.3% compared to the prior-year quarter. Full-year – quarter fully diluted GAAP EPS were $0.25 compared to $0.02 in the prior-year quarter and $0.25 in Q3. As a reminder, fourth quarter a year ago included a number of unusual items. Adjusted EPS for Q4 were $0.24, which compared to $0.53 in Q3 and $0.04 in the prior-year quarter. Adjusted EBITDA in 4Q was $35.2 million or 8% of revenues compared to $56 million or 12.3% of revenues in Q3 and $36.1 million or 8.5% revenues in the prior-year quarter. For the year, revenues were $1.78 billion, up 1.3% compared to the prior year. Excluding a 2.8% negative impact from FX, organic revenue growth was 4.1% for the year. 2015 fully diluted EPS were $1.58, which included $19.6 million in debt extinguishment charges compared to $1.44 million in the prior year, which included special charges – actually $1.44 EPS, which included special charges of $16.3 million. Adjusted EPS for 2015 were $1.84, up 12% compared to $1.64 last year. Adjusted EBITDA for the year was $205.8 million, 11.6% of revenues, which compares to $210.6 million or 12% of revenues in 2014. Excluding an estimated 1.2% negative impact of FX, adjusted EBITDA organic decline was 1.1%. Turning to our segments on slide five, in Corporate Finance & Restructuring revenues in the quarter increased 19.9% or $18.5 million to $111.6 million compared to $93.1 million last year. Excluding the estimated negative impact of FX, revenues increased $21 million or 22.6% compared to the prior-year quarter. As expected, sequential revenues were down slightly, 1.7% from Q3. Adjusted segment EBITDA for the quarter was $18.9 million or 17% of revenues compared to $9.9 million or 10.6% adjusted EBITDA margin in the prior-year quarter and $26.7 million or 23.5% margin in Q3 of this year. For the full year, adjusted segment EBITDA increased 62%, moving from $55.5 million in adjusted segment EBITDA in 2014 to $90.1 million in adjusted segment EBITDA in 2015. The Corp Fin year-over-year increases are obviously outstanding, driven primarily by the tremendous strength in our distressed service offerings in our North American practice supported by improved profitability in Australia and EMEA, partially offset by higher bad debt. Sequentially, EBITDA eased back with the slight seasonal decrease in revenue in North America and Asia-Pacific, moderate pullback in utilization from the third quarter peak and increased SG&A, again driven predominantly by a bad debt reserve. Turning to our outlook, given our outperformance in 2015, we are more guarded in our outlook for 2016. In 2016, we are looking for high-single to low-double-digit top-line growth in Corp Fin, as initiatives across this segment continue to generate growth. However, we are not counting on the same level of higher-margin marquee bankruptcy. We are also investing in building out our non-distressed capacity throughout the year and adding support staff to match the dramatic increase in both revenue and billable staff we experienced last year. Thus, we are looking for full-year EBITDA margins in the high teens, producing a low-single-digit increase in 2016 EBITDA versus 2015. In the first quarter, we look for revenues to be slightly up versus fourth quarter with margin similar to fourth quarter levels. In Forensic and Litigation Consulting, or FLC, revenues decreased 3.7% to $116.7 million in the quarter compared to $121 million in the prior-year quarter. Revenues increased 0.5% from revenues of $116 million in Q3. Revenue declines in the quarter versus prior year were driven by lower realized pricing and demand for our health solutions practice, which were partially offset by gains driven by higher realized rates and demand for North American FEDA (10

[Steven Henry Gunby:]

Thank you, David. Thank you for this report and, once again, thank you for your service to our company. I'd like to, perhaps before we go to Q&A, take the conversation up a level and talk a little bit about where I see us in the overall change agenda. As David said, this year we delivered double-digit EPS gain and, in fact, the best year-over-year improvement in EPS since 2009. Now, to be fair, that was also off of base that I and I suspect many of you think was unacceptable. And therein, I think, lies where we are. It's a clear sign of progress, major progress, a progress that we need to and intend to continue and that's what I'd like to talk about for the next few minutes. As you know, we are engaged in a significant change effort and it's one that will continue this year. I do want to underscore, we are not engaged in a turnaround. In most of our businesses and geographies, we have amazing professionals and strong market positions. There are a fair number of fixed elements to our change agenda, but in many ways, this is more about figuring out where we attract value or where we pay too little attention to value-creating opportunities or opportunities to bet behind our terrific professionals. And doing the work begin to liberate that value, allow the great group of professionals to flourish, to create shareholder value and to create a more vibrant growing company. This year, one of the most exciting things is that progress is beginning to become visible. In a very high percentage of the areas we discussed in the past, whether it's at the center, or in the segments, or in the regions, the changes that people are driving are working or at least showing major progress. And by now, in many places, progress is sufficiently large to become visible. You can see that on some of our cross-company thrust, for example, organic growth, we clearly have much more upside on organic growth and we are now moving in the right direction. Excluding the impact of FX, we're up 10% cumulatively, organically, over the last two years. Similarly, in terms of rebuilding our pipeline and leverage ratios, we grew our head count about 7% this year and 98% of that growth was below the SMD level. We have a slow start on that, but we are now making real progress. And as we've discussed a couple of times with respect to capital allocation, we said we're going to be disciplined and we have been. As a result, we have cash, cash available to retire debt and repurchase stock, which has left us with substantial EPS benefit for this coming year without leveraging up our balance sheet. And to the contrary, we've had a substantial deleveraging of our balance sheet and we have the ability to use cash in similar accretive moves and ways going forward. But at least as important and exciting as the stuff we are doing company-wide, we also see progress in the individual segments in the regions in the sub-parts of our practices and initiatives that group of our professionals are driving. And I can't go through all of those, but I will just highlight a couple. Strat Comm, as you know, we've put in place a major change of program 18 months ago, which the team embraced and came up with. It's driven a 48% increase in adjusted EBITDA from 2013 to 2015. And at least as important, the foundation we now have in that business is much more powerful. Similarly, in Corporate Finance & Restructuring, where we reinvested in our core retail and TMT practices, we made significant bets overseas and in our non-distressed services, as David said, we delivered a 62% year-over-year increase in adjusted segment EBITDA. And those are just two examples, which are the most visible and vivid on an aggregate basis. But in fact, in most places around the company, we now have teams who are not executing, but also driving major change agendas with increasingly visible results. There is a technical delay, while I'm trying to get my video back so I can see David in a remote location. So, I'm pretty – I am – obviously, you can tell by the tone of the voice, I'm pleased with the progress we're making and I'm excited about what people are driving. Having said that, and this is again the yin and yang of where we are, I want to underscore we're still in a major change effort and we are a company with a lot of work to do. And one sobering, but important way to look at that is to look at EBITDA. Now, if you want to look at it positively, you can clearly see that we've changed the trajectory. We were a company that averaged $20 million decline in adjusted EBITDA from 2009 to 2014. It's $20 million a year. And we did that despite reinvesting substantial amounts of cash in acquisitions, which typically contribute to EBITDA. So, if you want to look at progress, it's clear we slowed that decline dramatically and we slowed that decline even while essentially cutting out the masking effects of acquisitions. So, that's progress. On the other hand, we only slowed that decline. We have not yet achieved a year-over-year increase in EBITDA at the company level, nor are we confident enough yet to forecast that for this year, at least not with the reinvestments in new initiatives to stimulate growth that we believe are powerful. For me, before we can declare victory on this first phase of the change journey, we need to move the company to position where we are confident that across our businesses, we can grow EBITDA organically on a sustained basis. That is a step we are much closer to, but we are not yet there. Back to the positive, even with a modest drag at the EBITDA line, given the deleveraging we've done, if we hit the midpoint of our guidance range, we will have the second year in a row of double-digit EPS growth. The first two-year run since 2007 to 2009. So, we are looking, even while continuing this major change program, even while investing to show strong performance this year. Before I close, I'd like to get a little more granular about two businesses; one that had a terrific year and one that didn't. With respect to Corporate Financing & Restructuring, as David said, our strong 2015 is leading us to be cautious in our forecast for this year. Although, the market was up a bit last year, our data would suggest that we were up more than the market, with a disproportionate share of large distressed wins. Therefore, we are not forecasting substantial gains this year. As you know, in 2015, we made the mistake of forecasting huge gains in another segment two years in a row, and without really diving in enough to the root causes and what would run off and so forth. And we are not going to do that again. But the sobriety of our outlook is not driven by a lack of confidence or a lack of success. To the contrary, our results give us confidence that we are in the best position we have been in a long while for sustained strong performance. Our caution for 2016 is really driven by the level of outperformance of this business in 2015. Our Technology business is a more complicated story. On a tactical level, we clearly did not fully anticipate the revenue challenges that confronted of this business in 2015, particularly in the back half of the year. So, we sold a lot of work and some huge historical assignments rolled up, we replaced those with more medium and small assignments. And as a consequence, our revenue came in almost $50 million, $50 million below our forecast from the beginning of the year. Our aggressive selling efforts are showing good results, they are stabilizing our business at a much lower run rate than we had aspired to at the beginning of 2015. As a consequence, we had to rationalize costs and we did so. Given the shortfalls of sales from changing market dynamics and some other important conversations internally, we also undertook a fundamental strategic look at this business. There's where it gets interesting. Perhaps, paradoxically, the more we look at this business, the more excited we've gotten about the potential to drive this business and create value here. And so, let me give you a feel for that thinking and the current state of play of the thought as this is an area that's going to occupy significant focus this year. As many of you know, within Tech, we have really two businesses. One is a software business. Software business that many people believe has the best e-discovery software in the world, called Ringtail. It is certainly the best software for the most-complicated assignments. It's one of the two highest-ranked leaders in Gartner's Magic Quadrant e-discovery software as well as the top-ranked software for legal review in another of Gartner's reports called Critical Capabilities for E-Discovery software. That's the one business. The second business is a consulting and services business that leverages Ringtail to actually deliver services to law firms and for corporates. That business has a number of amazing professionals, people who are viewed as the most-outstanding consultants in this field and are heavily in demand for the most-complicated assignments. Historically, we have pursued a very integrated approach, where we viewed keeping our software essentially for ourselves on almost a proprietary basis and viewed that as the key to our competitive advantage. This strategy meant that we, of course, didn't go look for channel partners, people who competed with our services and, in fact, we didn't retain many. More fundamentally, that strategy meant we didn't treat this asset as, I believe, a software company would, as an incredibly valuable asset that we need to make available for as many players as possible. We instead used it as an adjunct to our consulting business, and to be fair, successfully so. It was a strategy that worked very well when this was a more fragmented industry and everybody wanted his own software and a lot of players were following the same direction. At this point in time, it's becoming clear that most players who are combined software and services providers have not been able to keep up with us and the other major competitor in terms of R&D and are being forced to back away from their software efforts. The software market is increasingly consolidating, and we see ourselves as one of two, maybe three players that has a chance of being the leading software provider for an extended period of time. So, we are actively exploring how to do that. The core of that strategy, and this is work in progress, so assuming we pursue it, is that we're going to have make our software available in a neutral way to other parties, not just ourselves. And as you imagine, that's a pretty radical move from where we've been in the past, in the sense that doing so will mean we have to actively seek out and support channel partners. It would also require some changes, enhancements to make it easy for other people to customize the software in a way they want, adding a software sales force, expanding channel support – support for channel partners and a bunch of things like that. Importantly, for this year's budget, all of those changes would come with significant upfront costs, R&D, the cost of a software focused sales, the cost associated with supporting third-parties in a way that we haven't. Having said that, if the strategic analysis that is underway holds up, these are actions we are prepared to take. It would require a real investment. Some of it would be capitalized, but a lot of it would come out of this investment fund that David was talking about. But we believe we have the best software in the market, and we believe that holding it to ourselves is neither a long-term sensible strategy nor a value-maximizing one. That is about as much as I can say at this point in time on our thinking to maximize the Ringtail opportunities, but we'll obviously update you as the thinking progresses. And one other point regarding Technology, Ringtail is not the only software investment we're making. At LegalTech, we introduced another piece of amazing software, which we've been investing behind called Radiance, which is in a different adjacent space called information governance. That is also a key investment area that some of you have asked about, but we couldn't talk about before for competitive reasons. This is a potentially revolutionary technology that we believe can be extraordinarily valuable down the road. And the initial reception of the product from our target audience exceeded our expectations. So once again, you should understand that is a hit to our P&L right now, not a benefit, a hit, both in terms of R&D and marketing and sales and will be for this year and likely into next year. But it is an investment we're excited about long term. We look forward to keeping you in the loop on this as well as we push the thinking ahead. Before we get to questions, let me just close perhaps where I started. We are in the midst of a major change agenda. It's underway. It's a multiyear change agenda. And there are lots of issues associated with a change agenda. There's a chance of disruption in addition to normal market volatility and there is an enormous amount of work to do. But the good thing is, it's enormous amount of work behind an incredible company, a company with great professionals, people who are committed, and it's work behind a company that I believe is finally starting to realize that potential. Some places we are not as far along as I would like, probably every place, as always I think we can do better, but we are moving. And this business is moving ahead. Change journey means sometimes it's stressful to be here. There's so much work to do. But it's also, most days, a real joy. I look forward to where we're taking this company, and I look forward to being on this ride with many of you. With that, let me open the floor for questions.

[Operator:]

We'll go first with Randy Reece with Avondale Partners.

[Steven Henry Gunby:]

Good morning, Randy.

[Randle Glenn Reece:]

I'll make this quick. It's probably noisy where I am. I wanted to know what you can tell me about the difference in revenue performance in 2015 between software and services in the Technology segment.

[Steven Henry Gunby:]

Yeah. I think I'll take that, if I can, although David or Cathy, correct me if I get the numbers wrong. But Randy, truthfully, we don't really sell the software. We have some people who have licensed it for a long time, and that's a pretty constant revenue stream. But historically we haven't. And so, what we're selling is a bundled offering of our consultants typically working on Ringtail. And so, that bundled offering is what has dropped. It's not that we had any of the prior stream of licenses who dropped, but nor did we pursue this strategy last year. We have not been out there actively trying to license it. So that's a forward-looking thing. So that question will become relevant as we pursue – if we end up pursuing this strategy

[Randle Glenn Reece:]

Yes. And I was also wondering if you could quantify the magnitude of the severance expenses in FLC. I don't know if you touched on the exact numbers there before. I was just wondering how unusual the level of severance expense was compared with normal?

[Steven Henry Gunby:]

Back to you, David.

[David M. Johnson:]

Yeah. Just a moment. Yeah, it's a minor amount. I mean less than $1 million for Q4.

[Randle Glenn Reece:]

All right. Thank you very much.

[David M. Johnson:]

It has a variance (43

[Randle Glenn Reece:]

All right. Thank you.

[Steven Henry Gunby:]

Thank you, Randy.

[Operator:]

And we'll go next to Tim McHugh with William Blair.

[Steven Henry Gunby:]

Good morning, Tim.

[Tim J. McHugh:]

Yeah. Good morning. On Technology, can you still own that business if you're trying to both compete with and license the software to competitors?

[Steven Henry Gunby:]

That's obviously an important question. We intend to own the business. One of the questions is

[Tim J. McHugh:]

Sure. And then, I guess, on the distressed comments about 2016, can you just, I think, reconcile? I understand you're trying not to compound on top of compounding, but in the market, I mean, I have seen several kind of higher-profile cases in the last couple of months, you guys still seem to be adding – obviously the stress in the energy market continues to build. So, why wouldn't that continue to lead to a healthy amount of distressed work for you guys?

[Steven Henry Gunby:]

Well – yeah, I'll take that again. It will lead to a healthy amount of the distressed work. The issue is only what share we won last year. I mean go back and look at the last year at some of the major deals and try to find which ones we weren't participating in and then in some of the retail stuff, just how much share we gained. I think what we're trying to do is – and we've taken a much deeper dive this year into testing our assumptions for growth and not just sort of extending lines. And we feel pretty confident where we are in Corp Fin. On the other hand, we think we outperformed the market substantially last year and I'm not one for betting that we just automatically outperform the market every year. Sometimes that balances out and that's the issue, but it's not a lack of confidence in that business, nor is it – I do think that the second half of this year will be a stronger business for the industry, because of some of the energy stuff that's going on. But there is a share dynamic and I think we may have performed at a level that you can't just assume going forward and, hence, it's averaging out of those two things, Tim. Does that make sense?

[Tim J. McHugh:]

Sure. And then, I guess, lastly just you touched on it that EBITDA still declining and I guess it implies it's going to decline this year. You've resisted kind of wanting to set a margin target because you've talked about just growth in – you'd rather focus on growth in EBITDA dollars. But with EBITDA still declining, can you talk in some – I guess, whatever fashion it is, about kind of the returns on these investments, not just obviously the ones you're just making now, but the last few years? And I think I get that question a lot about really the efficiency, I guess, of the organization and, I guess, how that's being balanced against desire to investment in various things?

[Steven Henry Gunby:]

Yeah. Well, that's a multi-pronged question. Look, we can go through some of the investments. I have to say – I would say that the issues over the last couple of years have had very little to do with those investments. Almost – I would say, on average, they have outperformed my expectations. The issues we've had over the last couple of years is us stumbling over things under rocks that we didn't know about, that in some places you couldn't know about, some places we could have been better at knowing about and that sort of stuff. Where we've invested, most places, it's worked. Some places, we got ahead of our skis, in FLC, some of the head count increase, we got six months too early or 12 months too early, and that happens. But some other places, actually the head count got picked up faster, like our Corp Fin head count just got picked up much faster than we had a reason to expect. And then, some of the more specific bets, some of the investment we did in building our practice in Corp Fin in Europe and we talked about in transaction advisory service and an tax service and our investment in non-distressed in the U.S. I mean, these things are exciting and they're working. So, I think that's working. I think the issue we just need to grapple with is two things, Tim. One is – and I don't know how – whether you guys, as analysts, do this, but it's always useful to sometimes take out the masking effect of acquisitions on EBITDA, right. I mean, when people buy companies that drives up EBITDA, it's sometimes interesting to go look at companies and said, if they hadn't bought that what would the EBITDA be looking like. And in our case, even with the acquisitions, we were dropping at $20 million a year, even with the acquisition. And I'm not allowing the masking effect of acquisitions and now we're down single-digit drops. Is single-digit drops what I want? Absolutely not. But if we make enough of these investments work, those numbers are coming up and those numbers will be coming up in 2017, 2018, 2019, if we do the right things without necessarily using the cash. The cash becomes accretive on top of that. And if you have those two things going, you're creating a world-class engine for performance and that's what we're trying to do here. But you're right about the numbers. Right now, when you take into account the investment we're planning to make this year, our forecast is down a bit on the EBITDA line, offset by the powerful use of cash. The last thing I'd just say on that, I'm sorry for the long answer, what we're focused on is targeting and turning this company into a sustained double-digit EPS growth company. And I mean a sustained double-digit EPS without gains on the balance sheet that increase leverage. We got double-digit this year, while decreasing leverage. And our goal going forward will be to try to get on a sustained basis double-digit EPS and that's probably the metric we're most looking at. Long answer, but did that at least somewhat answer what you're looking for, Tim?

[Tim J. McHugh:]

I guess, somewhat. Are you confident that this is the last year for, I guess, the EBITDA declining then, given the investments? You alluded to that, I mean, you'd see better trends in 2017, 2018 and 2019. So, just to be clear, I mean, are we – as you foresee the need for investment, I guess, how comfortable are you with that?

[Steven Henry Gunby:]

Yeah. The goal here is to continue to invest every year. Now, the goal is with the investment to turn the EBITDA line to positive and that is the goal subsequent this year's. Did that answer?

[Tim J. McHugh:]

Yeah. All right. Thanks.

[Steven Henry Gunby:]

All right. Thank you. Nice to talk with you.

[Tim J. McHugh:]

Thanks.

[Operator:]

We'll go next to Dave Gold for Sidoti.

[David J. Gold:]

Hi. Good morning.

[Steven Henry Gunby:]

Good morning, David.

[David J. Gold:]

So, just couple of questions. One, just point to follow-up, going back to the restructuring piece in Tim's question, I guess, from the outside looking in, as you might imagine, the area where most folks look to the success you're having in the environment in the markets and even given the positive market share, I guess, the question here is, do you have a view related to that business, are you thinking that the economy improves and we see less or you think there is more and we just can't maintain the market share that we saw last year?

[Steven Henry Gunby:]

I don't think any of us are forecasting that the economy is dramatically improving. I mean the bankruptcy as a whole is not surging. It's individual sectors that is surging. Actually, on a multi-year level, it's still relatively low. But it's a couple of sectors that are surging. Obviously, there is a chance that we – people are terrible at forecasting oil prices, right? So, there is always a chance that oil prices are back to $100, in which case, the bottom falls out of that business, but we're not forecasting that as well. I mean I think our view is, basically, the view that you all seem to be indicating that in certain sectors, this will be hot – certain sectors, this will be a hot restructuring market, particularly in the second half of the year and other sectors will be as dead as they have been. And so, our issue here purely is a share issue of having outperformed last year, David. Does that answer?

[David J. Gold:]

Yeah, it does. And then the second half of that question is you spoke about making some investments on the Corporate Finance side of that business. Can you give us a sense on what areas or what types of practices you might look to build out there on the Corporate Finance side?

[Steven Henry Gunby:]

Rather than dominate, let David take that one.

[David M. Johnson:]

I think it's just across the board, adding billable staff in areas again trying to stay in line with the – stay up with the demand as opposed to getting significantly ahead of demand, we're trying to be measured. But particularly, I think, actually interestingly, in non-distressed, we have some hopes to add capacity there. We'll be carefully monitoring that versus demand. But we're doing pretty well there and it's been masked, in some ways, by how significant the success in distressed has been. But that's been a steady opportunity. We've been investing in growing revenue and we expect that to continue in 2016, that and then also some marginal increases overseas in EMEA. Just generally, across the board, in the areas where we are expecting continued steady growth in the Corporate Finance practice.

[David J. Gold:]

Got you. Got you. Okay. And then, Steve, one broader one. When I think back to the Analyst Day in mid-2014, remember thinking of that moment as we went through some of the initiatives that you were funding that if even half of the initiatives you were looking at worked, I think we had a good shot of achieving that $250 million plus in 2016. And now, as we get here and we look and say, maybe it's more of an aspirational 2017 target, maybe we're a little earlier on that. Obviously, there were some market forces, but can you speak a little bit to what the biggest variances were that basically didn't quite get us to where we hoped to be for this year? I mean, is it – obviously, some market, but not entirely market. So, can you just give some color there?

[Steven Henry Gunby:]

David, thanks for that. As you might imagine, it's a question that I have asked – looked in too hard and has got my stomach turning a fair amount. Just on a personal note, I have never in my life missed a target, certainly not by any significant margin. And so, that's significant – it's usually frustrating for you, it's frustrating for me. I think there are three different buckets you could talk about and I just want to separate those out, all right. I mean one is the market, there is a little bit of that. Candidly, I am smart enough to have factored in the market. The second is success and failure on the individual initiatives. We're not actually doing worse than I thought we were going to. Yes, FLC is behind where I thought it was, but it'll catch up. Corp Fin is ahead of where I thought it was. Candidly, the mistake, the big the bucket and it's a whole series of things in there, was overestimating how clearly I understood the baseline of the business and how fast some fixed agendas would get done. There was stuff we didn't actually even know on some cost stuff that was much more significant than I thought, I mean, and which is not so good, right, at that time, it's eight months in and we're having a CFO transition and I didn't know some of the stuff I should have known. There was naiveté in some other places where there were cost increases. There was naiveté about how huge sales increases would overcome those – the impacts of contracts that have been signed several years earlier that were about to come to fore and those sales increases were naïve. And at that point, you don't know who is over-optimist. And then, there was some naiveté about how fast we've fixed some places that were broken around, like for example, our Australia acquisitions, which by that time were beginning to be clear that they were broken. But the expectation was it was a quick fix. So that's pretty sobering. But the reason I want to underscore that, because it's made me more humble, David. But I do want to underscore that bucket, because I think I'm now two years into this company and you never want to believe everything and that you've turned over all the rocks. But there aren't that many left to turn over and I believe we've improved a lot of processes. We dig deeper into some stuff. We challenge stuff. We don't just have to sort of bottoms-up forecasts. We have a much more aggressive challenging process at this point in time. And I believe we have much more sound budgets at this point than we did at that point in time. And the other thing is the places where we have been investing are generally pulling out. It's just off of a lower base than I expected to be on. So, that's – I could probably do a two-hour version of this and maybe couple of days with the strength, but does that work for you on this call, David?

[David J. Gold:]

It does. It's definitely helpful. Thank you.

[Steven Henry Gunby:]

Thank you.

[Operator:]

And we'll go next to Paul Ginocchio with Deutsche Bank.

[Ato Garrett:]

Hi. Good morning. This is Ato Garrett on for Paul.

[Steven Henry Gunby:]

Hey. Good morning. Welcome.

[Ato Garrett:]

Thank you. One question on your healthcare practice, the some of the headwinds that you said that you saw there in the fourth quarter, was that broad based or was that more specific to like some client-specific delays or projects winding down?

[David M. Johnson:]

I think it was – that business is a relatively small one. And so, they have certain lumpiness in their revenue cycle having to do with the staging of kind of initial evaluations versus follow-on work that they often are awarded after the initial evaluation. And we had less kind of business in that two-staged pipeline that produced in the fourth quarter. But I think that they've got a lot of things underway and the pipeline is just filling out nicely and it gives us confidence that they should be able to deliver more smoothly in 2016.

[Ato Garrett:]

Great. And looking out...

[David M. Johnson:]

And also, obviously, had a little bit of cost actions, but that didn't hit the revenue.

[Ato Garrett:]

Got it. And for Corporate Finance & Restructuring, the strong results you had in the fourth quarter and some of the predictions you have around, I guess, not necessarily repeating the same outsized market share gains. Were your results – do they have a larger normal contribution from success fees or completion fees, or is a lot of that like just time and billing – time and expense billing arrangements, as I start to think about kind of step down we might see in 2016?

[David M. Johnson:]

Yeah. No, there wasn't a significant contribution or unusual contribution from the success fees in the fourth quarter. I think the real difference is that when you have very large marquee major projects in bankruptcies in particular, the utilization just spikes up. And as you know, in this business, your margins have a outsized benefit relative to the revenue when you go very high utilization on a large massive matter, and particularly in the first three quarters of 2015, we benefited from that. It took our margins up about 20%. That's really driven by both the pricing and the high utilization of the biggest marquee-type matters. So, it's not just the amount, but it's the mix and the margin impact that we're not culling as much benefit from in 2016. We're definitely expecting to grow and we're expecting to see both good distressed and non-distressed business, but we're not envisioning the same sort of margin surges that you get when you really win the big ones disproportionately.

[Ato Garrett:]

Got it. And lastly, looking at the incremental $15 million of investments that you're doing on the corporate line in 2016, you gave a great disaggregation of that. I want to make sure that I have them there. That looks like $5 million is tied to a Tech and IT, another $5 million related to your practice expansion initiatives, and that has like a potential another $5 million behind it as well. Is that the right way to break that up?

[Steven Henry Gunby:]

I think David gave you an overview. Maybe I can take that question, because I think, to be clear, that's a – David gave you a cut at one way it could sort out. This reports all written (1

[David M. Johnson:]

Well, I think it's an extremely good point, Steve, that this will be dynamic and that just because we've allowed in our guidance $20 million-plus of room for these types of investments, just as in 2015, if the opportunity is not there, then we won't spend the money. But yes, the – and I would say, in particular, with a range of practice expansion, probably a minimum of $5 million, but with opportunity and lack of competing investments, we could go to $10 million. And similarly, the investment in support of the Technology strategic activity could easily be anywhere from $5 million to $10 million. So, those will definitely potentially shift in terms of one going down or one going up depending on the exact opportunity. The $5 million of kind of corporate infrastructure investment is probably – but we haven't taken those decisions. That, if we move forward on that, that will be much more in the line of a kind of a fixed budget spend that we would then expect to move forward with.

[Ato Garrett:]

Great. Thank you.

[Steven Henry Gunby:]

Thank you.

[Operator:]

And we'll go next to Tobey Sommer with SunTrust.

[Steven Henry Gunby:]

Good morning, Tobey.

[Tobey Sommer:]

Good morning. Thank you for taking my questions. With respect to the Technology and Ringtail, would there be positive cash flow implications from taking on a partner?

[Steven Henry Gunby:]

You mean if we start licensing it to partners, would there be positive cash flow implications? Absolutely. Absolutely, I mean...

[Tobey Sommer:]

Yeah. Or taking an investment in the business.

[Steven Henry Gunby:]

Well, sure. The question is how does that net against the investment we need to be making in this business is an interesting question. But of course, if to a prior question, we're forced by the channel partner strategy to take on another investor, obviously, they would pay, we presume, a reasonable amount to have a chance to participate in that and that would be – I don't think that's an operating cash flow. I will let David and Cathy talk about that. I don't think we'd classify those as operating cash, but as an inflow of cash. Am I hearing your question right, Tobey?

[Tobey Sommer:]

I'm also curious about the ongoing CapEx. It's been a pretty significant CapEx item historically, and I'm wondering whether that burden would be lessened on a go-forward basis?

[Steven Henry Gunby:]

Yeah. So, I think the answer is the burden wouldn't be lessened, but the point is the revenue base over which it would be amortized would be higher. I mean, that is clearly what's going on in this industry. And to stay leading edge, you have to spend a lot of money. And if you look at it, it used to be there were a lot of software providers, and some of you know some of these players in-depth even if some of them are private. My sense from the outside, a lot of places people sort of have this software, but they basically said I can't compete and they're not willing to invest the R&D necessary to compete, and we are. But what I believe is, in order to do that and to stay leading edge, you need to not just be licensing it to ourselves. So, the goal of this would be to continue to invest in the R&D and probably do some – as we said, some significant add-ons this year. But on an ongoing basis, to continue to invest, but the goal here is to amortize that over a lot more bigger ecosystem. And you get a big revenue stream from licensing and that's pretty margin. That's a high margin business. So, that's the goal. Does that answer your question, Tobey?

[Tobey Sommer:]

I guess it does. So, there's external as well as internally-funded distribution channels on the table?

[Steven Henry Gunby:]

I think that's right. I think...

[Tobey Sommer:]

Okay. How much...

[Steven Henry Gunby:]

Selling to others on the outside is the thought we're thinking about, yes.

[Tobey Sommer:]

Okay. What is the expectation for CapEx this year and how much of it is Tech segment related?

[Steven Henry Gunby:]

David or Cathy?

[Catherine M. Freeman:]

Yes.

[David M. Johnson:]

Cathy will take that.

[Catherine M. Freeman:]

I think we've disclosed in the K a range of about $35 million to $45 million. We don't disclose specifically what's Tech related, but some of that number will shift towards Tech as part of the R&D expense that they experienced this year turns into capital. But it's included in that range that we talked about.

[Tobey Sommer:]

Could you give us a historic range, if not for 2016, about how much was Tech related?

[David M. Johnson:]

I don't think we've ever disclosed that.

[Tobey Sommer:]

Okay.

[David M. Johnson:]

But I would say, look, this is a pretty – outside of Technology, this is a pretty simple business. It's furniture and fixtures and it's laptops for the practitioners. But it's not 90% Tech either.

[Catherine M. Freeman:]

No.

[David M. Johnson:]

But I mean the point – I guess the global point is this company generates a lot of cash and has fairly simple CapEx need for a practice with approaching $2 billion of revenue. So, we're not constrained in our ability to make capital investments should we need to. And even with the kind of the run rate we're on, in terms of plans for Technology coming out of 2015, it's a very manageable amount of capital expenditures. If we needed to increase that, it's well within our resources.

[Tobey Sommer:]

Okay. Steve, to what extent can you share junior staff among segments so that positive cyclical swings kind of like the one that Corp Fin & Restructuring is experiencing now don't have to always result in a one-for-one addition of new headcounts in order to meet that demand.

[Steven Henry Gunby:]

Look, the obvious answer is we can do more than we have in the past. Now, we don't have all the same segments, and obviously it's not just segments but geography. If you have extra heads in Australia, it's not quite so easy to have them staffed on cases in New York, right. So, it's all those sorts of issues. And what you need to be a leader in Strat Comm is different than what you need to be a strong junior person in our Econ business. But obviously, you picked on two areas where the question sort of leaps out at you, which is junior staff in FLC and junior staff in Corp Fin with many of whom places where we recruit from the same background and it's an issue we're looking at.

[Tobey Sommer:]

Okay. And how would you characterize big project risks in the P&L today and maybe contrast it with a year or two ago? Thanks.

[Steven Henry Gunby:]

Look, I think there is always big project risk. And that's one reason why we have a range on our guidance, right. I would say that I think we're doing a better job of understanding the distribution of those risks than we have in the past. There is risk on the upside that you get a lot of jobs and there is also risk on a downside that some major assignments settles, which is great for the client, but that means you have an abrupt end to your revenue stream. And I think, we've historically thought those were kind of symmetrical. And when you really look at it, actually the ending thing happens faster than the ramp-up stuff and so forth. And, so we've done -one of the things we've done over the last months is try to get a little bit more analytical about where we've missed in the past on our budgets and correct for some of those. So, I would say, on average, I believe, we have more disciplined budgets right now and are doing a better job of trying to calibrate those risks than we have in the past five years, including during the first couple of years when I was here. So, does that mean we are perfect? No. And will I probably – if I'm here for the next five years, will I come up in front of you and say, wow, we got blindsided by that almost certainly, because it's just there is a randomness to this business, but it's not quite as random as we've been whipsawed by and we're trying to tighten that. Does that answer?

[Tobey Sommer:]

Yes, it does. And my last question just has to go with the collection of businesses, again. You learn something about technology and have a thought process to kind of unlock some value in there that maybe you weren't capturing historically. I get a lot of questions about the fact that there are five reporting segments that don't share all the same drivers. And for a company of this size and the stock of this size, may be that seems like a long conversation to walk through it all for some investors. Is this new thought about how to leverage Tech, is this a first step or are you still persuaded, two years plus on the job, that this collection of businesses is still sort of the appropriate framework to move forward?

[Steven Henry Gunby:]

Yeah. I'll take that unless David, you were waving, did you – that was in the last question, okay. As we are at the separate locations, we have a video screen up, so we're trying to figure out who's taking the question. So, I didn't know whether David was taking that. Look, as I say internally, any – I love my house and I'm not going to sell my house, because my kids grew up there. On the other hand, if somebody comes along and offers me stupid money for my house, I will listen. And so, that's always the case. And as a CEO of any major company, that's the responsibility you have to the shareholders. But the other reason why people sell businesses is because they don't have confidence in those businesses. And I think that's the more often reason why people sell businesses. And I was worried about that, when I first came in and that was the first gig, right, and some of you said, Jesus, we can't do anything with Strat Comm with the whipping boy of the day and you should be dumping that. And every business I've looked at, we have real opportunities to build those businesses. And where we have those, I don't spend a lot of time trying to think about selling those businesses. And that's where we are on all of our businesses today. We have real upside. There has been a lot of value that we could have created over time and that we can create going forward. And that's what the management team and I are focusing on, and we're getting tighter and tighter on and more effective at focusing going forward. So, that is my focus going forward here. Now, if you want to come along and have somebody offer us the Google valuations for any – my house, by the way, I'm happy to listen to it. But other than that, I'm not looking to dump any of these businesses and I'm looking to create the value out of them. And let me use that to close on a key point. I believe if we do – we don't have to be perfect. If we do the right things with most of our businesses, most times on these decks, we (1

[Tobey Sommer:]

It does. Thank you very much.

[Steven Henry Gunby:]

Thank you. I think we're over with questions. I just want to say thank you all for joining the call and we're looking forward to this year and we look forward to engaging with you during the course of this year. Thank you very much.

[Operator:]

This does conclude today's conference. We thank you for your participation. You may now disconnect.