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| 8-K - FORM 8-K - FTI CONSULTING, INC | d539193d8k.htm |
 FTI Consulting
May 2013
Exhibit 99.1 |
 Cautionary Note About
Forward-Looking Statements
2
This presentation includes "forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, which involve uncertainties and risks. Forward-looking statements include
statements concerning our plans, objectives, goals, strategies, future events, future revenues,
future results and performance, expectations, plans or intentions relating to acquisitions and other matters,
business trends and other information that is not historical, including statements regarding estimates
of our future financial results. When used in this presentation, words such as
“estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,”
“believes,” “forecasts” and variations of such words or similar expressions are
intended to identify forward-looking statements. All forward-looking statements,
including, without limitation, estimates of our future financial results, are based upon our
expectations at the time we make them and various assumptions. Our expectations, beliefs and projections are
expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no
assurance that management’s expectations, beliefs and estimates will be achieved, and the
Company’s actual results may differ materially from our expectations, beliefs and
estimates. The Company has experienced fluctuating revenues, operating income and cash flow in
prior periods and expects that this will occur from time to time in the future. Other factors that
could cause such differences include declines in demand for, or changes in, the mix of services and
products that we offer, the mix of the geographic locations where our clients are located
or where services are performed, adverse financial, real estate or other market and
general economic conditions, which could impact each of our segments differently, the pace and
timing of the consummation and integration of past and future acquisitions, the Company's ability
to realize cost savings and efficiencies, competitive and general economic conditions, retention of
staff and clients and other risks described under the heading “Item 1A. Risk Factors”
in the Company’s most recent Form 10-K and in the Company's other filings with the
Securities and Exchange Commission, including the risks set forth under “Risks Related to
Our Operating Segments” and “Risks Related to Our Operations”. We are under no duty to update any of the forward-
looking statements to conform such statements to actual results or events and do not intend to do so.
|
 Investment Thesis
Scalable business model
Flexible and attractive business model with the opportunity to leverage
cross-segment engagements Well positioned to benefit from key
activities Global regulatory activism, overhaul of financial and credit
regulatory markets and the overall complexity of doing business
globally Strong competitive position to capture market share in global
investigations LIBOR probe, FCPA investigations, whistleblower
investigations and trading probes Executable growth strategy
Adding scale to established global infrastructure should yield higher incremental
margins Balanced approach to enhanced stockholder value
Capital deployment focused on value-enhancing initiatives
$250
million
stock
buyback
program
approved
in
June
2012
-
repurchased
approximately
$78.8
million
of
stock
since June 2012
Healthy balance sheet, strong cash flows and access to capital
3
FTI Consulting
is a global
business
advisory firm
dedicated to
helping
organizations
protect and
enhance their
enterprise value
in an
increasingly
complex legal,
regulatory and
economic
environment |
 Global Business with Diverse
Event-Driven Offerings
North America
Rest of World
First Quarter 2013 Segment Revenues
First Quarter 2013 Geographic Revenues
Corporate Finance/Restructuring
Economic Consulting
Forensic and Litigation Consulting
Technology
Strategic Communications
4
Corporate Finance/Restructuring
Economic Consulting
Forensic and Litigation Consulting
Technology
Strategic Communications
FTI Consulting
has built a
balanced
portfolio of
global
businesses
that offer
event-driven
services and
solutions
24%
25%
28%
12%
11%
25%
75%
Restructuring/turnaround services
Transaction advisory services
Interim management
Investment banking
Bankruptcy support services
Private equity
Performance improvement
Antitrust & competition economics
Securities litigation & risk management
Intellectual property
International arbitration
Labor & employment
Public policy
Regulated industries
Business valuation
Forensic accounting & advisory services
Global risk & investigations segment
Compliance, monitoring & receivership
Intellectual property
Dispute advisory services
Trial services
Financial & enterprise data analytics
Health solutions services
Computer forensics & investigations
Discovery consulting
E-discovery software & services
Financial communications
Corporate communications
Strategy consulting & research
Crisis communications
Public affairs
Creative engagement |
 The
Globalization of FTI Consulting North America
Strong demand for health solutions, energy,
telecommunications, media and technology, financial
services and insurance industry services
Opportunity to enhance client relationships through
cross-segment engagements
Europe, Middle East and Africa (EMEA)
Depressed valuations present M&A opportunities
Continue
to
invest
based
on
pockets
of
demand
–
global
risk
and investigations practice (GRIP),
restructuring, anticorruption, compliance, valuation and
remediation
Asia Pacific and Latin America
Continue to build-out geographic presence and
capabilities
5
FTI Consulting
will continue to
add scale and
expertise to the
Company’s
global
infrastructure
The increasingly
aggressive
regulatory and
enforcement
environment
should bode
very well for
large consulting
firms with global
reach and
reputations like
FTI Consulting |
 The
FTI Consulting Matrix Grow & Develop
Industry
Segment
Geography
6
FTI Consulting’s
matrix
organizational
structure
appropriately
emphasizes the
segment,
geographic and
industry drivers
of our
businesses,
allowing for
improved
understanding
and response to
our client’s
needs and
increased
leverage of
resources,
knowledge and
solutions in our
rapidly growing
markets
Three strategies that drive
our business:
Continue to build-out
diverse platform of practices and
solutions
Replicate segment and
practice offering across existing
global platform
Develop integrated
industry-focused solutions
Segment:
Geography:
Industry: |
 Our
People FTI Consulting’s most valuable asset is our people
Over 3,900 employees in 102 offices across 24 countries
423 Senior Managing Directors, 481 Managing Directors
and access to three Nobel Laureates
FTI Consulting is a global company with global
leaders and advisors
The FTI Consulting matrix establishes global leadership
Board of Directors offering global insights, extensive
experience and tenured leadership
Our collective expertise spans a wide range of
segments, geographies and industries and fuels
our ability to address even the most complex
challenges
We hire the best and continue to invest in their on-
going development
FTI Consulting employees are supported throughout their
career development through our educational and thought
leadership initiatives: New Hire Orientation, New
Managing Director School, FTI Consulting University and
Executive Leadership Forums
7
FTI Consulting’s
unique
integrated
approach to
protect and
enhance
enterprise value
requires
exceptional
talent
Employees
Source &
Acquire
Attract &
Retain
Service &
Support
Grow &
Develop
Measure &
Assess
Reward &
Engage |
 2013 Growth Catalysts
Improved post-election regulatory environment
Uptick in the pace of M&A activity
Currently
have
strong
levels
of
M&A
“first
look”
retentions
M&A touches every business segment with the potential to materially increase
revenues Restructuring and investigations opportunities in Europe, Asia
Pacific and Latin America Investments made to enhance our global risk and
investigations practice (GRIP), restructuring, anticorruption, compliance,
valuation and remediation practices Rapid influx of capital investment in
Asia Pacific and Latin America Attractive macro-drivers in Asia Pacific
and Latin America China's new leadership plans to boost spending to support
economic recovery Opportunities for our Construction solutions offering in
Brazil ahead of the 2014 World Cup and 2016 Olympic Games
Industry solutions opportunities in healthcare and energy
Need for business advisory in the ever-changing healthcare industry
Demand globally for energy services irrespective of macroeconomic backdrop
8
Demand for FTI
Consulting’s
services and
expertise is
expected to be
driven by
multiple
catalysts in
2013 |
 Case Study: M&A Lifecycle and
FTI Consulting’s Integrated Service Offering
Working Capital Improvement
Dashboard & Financial Performance Management
Testing, Design & Implementation of Internal Controls
Employee Outreach & Engagement
M&A Digital/Social Media Strategies
Media Relations
Investor Relations
First Look Services
Antitrust & Competition Economics
Investment Thesis Development
Investigative Due Diligence & Integrity Investigations
Emerging Market Entry Analysis, Political & Corruption Index Assessments
Merger Integration Services
Interim Management
Performance Improvement Services
Post-Acquisition Disputes
Purchase Price Dispute Services
Global Risk & Investigation Services
Compliance Monitoring & Remediation Services
Post-Merger Communication Implementation
Change Management Communications
Valuation Services
Buyer Services
Seller Services
Lender Services
M&A Fraud Services
Intellectual Property Valuation & Protection
Transactional Due Diligence
System Audits/IT Due Diligence
Compliance & Accounting Internal Controls Reviews
Foreign Bribery & Corruption Risk Assessments
Subsidiary, Joint Venture & Controlled Entity
Investigations
E-discovery
Carve-out Assistance
Event Readiness
Tax Services
Second Requests
M&A Communications
Proxy Communications
Corporate Finance/Restructuring
Economic Consulting
Technology
Strategic Communications
Forensic Litigation and Consulting
9 |
 Case Study: Cross–Segment Engagements
FTI Consulting has established a global platform with deep expertise and broad
capabilities FTI Consulting leverages this platform by presenting our full set
of services to current and potential clients as one firm
Cross-segment engagements promote a more client-centric,
solutions-based go-to-market strategy Clients that face the most
complex and critical situations want an integrated FTI Consulting team, a team
that has the right combination of skills to solve multiple problems
FTI Consulting’s biggest and most profitable projects are cross-segment
engagements In 2012, all of FTI Consulting’s top ten engagements were
cross-segment engagements, with many of them including three or more
business segments Our top ten clients represent multiple industries and
include Fortune 500 companies, the world’s most prestigious law firms
and the world’s top bank holding companies 10
Expect cross-
segment
engagements
to bolster FTI
Consulting’s
organic growth,
brand visibility
and reputation
Our clients’
problems, more often than not, need to benefit from services provided by more than
one of our business segments |
 FTI Consulting’s Financial Position is Strong
Significant cash flow generation
$100.7
million
in
cash
and
cash
equivalents
on
the
balance
sheet
as
of
March
31,
2013
Leverage
as
of
March
31,
2013
–
less
than
3:1
Balanced capital deployment aimed at productive and value enhancing initiatives for
stockholder Maintain
market
leadership
positions,
impressive
credentials
and
established
reputation
by
investing
in
talent
Investments in R&D and innovation should drive organic growth
Acquisition strategy focused on building attractive, sustainable
businesses $250
million
stock
buyback
program
authorized
in
June
2012
–
repurchased
approximately
$28.8
million
of
stock
in the first quarter of 2013
Completed debt refinancing transactions in November 2012 resulting in decreased
interest rate, longer maturity profile and increased access to capital
11
Portfolio
investments,
coupled with
continued cash
generation and
operational
discipline –
demonstrated in
financial results |
 FTI Consulting Summary
Scalable business model
Flexible and attractive business model with the opportunity to leverage
cross-segment engagements Well positioned to benefit from key
trends Global regulatory activism, overhaul of financial and credit
regulatory markets and the overall complexity of doing business
globally Strong competitive position to capture market share in global
investigations LIBOR probe, FCPA investigations, whistleblower
investigations and trading probes Executable growth strategy
Adding scale to established global infrastructure should yield higher incremental
margins Balanced approach to enhanced stockholder value
Capital deployment focused on value-enhancing initiatives
$250
million
stock
buyback
program
approved
in
June
2012 -
repurchased
approximately
$78.8
million
of
stock
since June 2012
Healthy balance sheet, strong cash flows and access to capital
12
FTI Consulting
is a global
business
advisory firm
dedicated to
helping
organizations
protect and
enhance their
enterprise value
in an
increasingly
complex legal,
regulatory and
economic
environment |
 First Quarter 2013 Results
Quarter Ended March 31,
2013 (unaudited)
2012 (unaudited)
Revenues
$407,178
$395,228
Direct cost of revenues
258,480
245,618
Selling, general & administrative expense
96,647
102,589
Special charges
427
–
Acquisition-related contingent consideration
731
557
Amortization of other intangible assets
5,564
5,517
361,849
354,281
Operating income
45,329
40,947
Other income (expense)
Interest income & other
937
3,282
Interest expense
(12,715)
(15,204)
(11,778)
(11,922)
Income before income tax provision
33,551
29,025
Income tax provision
9,871
10,594
Net income
$23,680
$18,431
Earnings per common share –
basic
$0.60
$0.46
Weighted average common shares outstanding –
basic
39,403
40,358
Earnings per common share –
diluted
$0.58
$0.43
Weighted average common shares outstanding –
diluted
40,620
43,185
Other Comprehensive income (loss), net of tax:
($15,509)
$12,849
Other comprehensive income (loss), net of tax
(15,509)
12,849
Comprehensive income
$8,171
$31,280
($ in thousands, except per share data)
13
Foreign
currency
translation
adjustments,
net
of
tax
$0 |
 First Quarter 2013 Results: Segment Performance
($ in thousands, except headcount data)
(1)
We define Adjusted EBITDA as net income before income tax provision, other income
(expense), depreciation, amortization of intangible assets, special charges and goodwill impairment charges. Amounts presented in the
Adjusted EBITDA column for each segment reflect the segments' respective Adjusted
Segment EBITDA. We define Adjusted Segment EBITDA as a segment’s share of consolidated operating income before depreciation,
amortization
of
intangible
assets,
special
charges
and
goodwill
impairment
charge.
Although
Adjusted
EBITDA
and
Adjusted
Segment
EBITDA
are
not
measures
of
financial
condition
or
performance
determined
in
accordance with generally accepted accounting principles ("GAAP"), we
believe that these measures can be a useful operating performance measure for evaluating our results of operations as compared from period to period
and as compared to our competitors.
Adjusted EBITDA and Adjusted Segment EBITDA are not defined in the same manner by
all companies and may not be comparable to other similarly titled measures of other companies. These non-GAAP measures should be
considered in addition to, but not as a substitute for or superior to, the
information contained in our Condensed Consolidated Statements of Comprehensive Income. See also our reconciliation of non-GAAP financial measures.
(2)
The majority of the Technology and Strategic Communications segments' revenues are
not generated based on billable hours. Accordingly, utilization and average billable rate metrics are not presented as they are not
meaningful as a segment-wide metric.
(3)
Effective in the first quarter of 2013, we modified our reportable segments to
reflect changes in how we operate our business and the related internal management reporting. The Company’s healthcare practices from both
our
Corporate
Finance/Restructuring
segment
and
our
Forensic
and
Litigation
Consulting
segment
have
been
combined
under
a
single
organizational
structure.
This
single
integrated
practice,
our
health
solutions
practice,
is now aggregated in its entirety within the Forensic and Litigation Consulting
reportable segment. Prior period Corporate Finance/Restructuring and Forensic and Litigation Consulting segment information has been reclassified
to conform to the current period presentation.
Quarter Ended March 31, 2013
Revenues
Adjusted
EBITDA
(1)
Adjusted
EBITDA
(1)
as a % of
Revenue
Utilization
Average
Billable
Rate
Revenue-
Generating
Headcount
Corporate Finance/Restructuring
(3)
$99,080
$19,085
19.3%
69%
$407
683
Forensic & Litigation Consulting
(3)
100,724
12,811
12.7%
67%
$412
965
Economic Consulting
115,194
26,194
22.7%
89%
$504
476
Technology
(2)
46,704
13,716
29.4%
N/M
N/M
275
Strategic Communications
(2)
45,476
3,554
7.8%
N/M
N/M
619
Total
$407,178
75,360
18.5%
3,018
Unallocated Corporate Expenses
(16,034)
Adjusted EBITDA
(1)
$59,326
14.6%
Quarter Ended March 31, 2012
Revenues
Adjusted
EBITDA
(1)
Adjusted
EBITDA
(1)
as a % of
Revenue
Utilization
Average
Billable
Rate
Revenue-
Generating
Headcount
Corporate Finance/Restructuring
(3)
$96,874
$24,171
25.0%
76%
$408
592
Forensic & Litigation Consulting
(3)
103,635
14,670
14.2%
70%
$323
955
Economic Consulting
100,052
18,424
18.4%
86%
$479
457
Technology
(2)
49,660
13,215
26.6%
N/M
N/M
304
Strategic Communications
(2)
45,007
4,529
10.1%
N/M
N/M
596
Total
$395,228
75,009
19.0%
2,904
Unallocated Corporate Expenses
(21,049)
Adjusted EBITDA
(1)
$53,960
13.7%
14 |
 Appendix |
 Reconciliation of non-GAAP Financial Measures
($ in thousands, except per share data)
(1)
The
tax
effect
takes
into
account
the
tax
treatment
and
related
tax
rate(s)
that
apply
to
each
adjustment
in
the
applicable
tax
jurisdiction(s).
As
a
result,
the
effective
tax
rate
for
the
adjustment
for
the
three months ended March 31, 2013 was 40.7%. The tax expense related to the
adjustments for the three months ended March 31, 2013 was $0.2 million with no impact on diluted earnings per share.
(2) We define Adjusted Net Income and Adjusted EPS as net income and earnings
per diluted share, respectively, excluding the impact of any special charges, goodwill impairment and loss on
extinguishment of debt that were incurred in that period. Although Adjusted EBITDA
and Adjusted Segment EBITDA are not measures of financial condition or performance determined in accordance with
generally
accepted
accounting
principles
("GAAP"),
we
believe
that
these
measures
can
be
a
useful
operating
performance
measure
for
evaluating
our
results
of
operations
as
compared
from
period
to
period and as compared to our competitors.
Quarter Ended March 31,
2013
2012
Net Income
$23,680
$18,431
Add back:
Special
charges,
net
of
tax
effect
(1)
253
–
Adjusted Net Income
(2)
$23,933
$18,431
Earnings
per
common
share
–
diluted
$0.58
$0.43
Add back:
Special
charges,
net
of
tax
effect
(1)
$0.01
–
Adjusted
earnings
per
common
share
–
diluted
(2)
$0.59
$0.43
Weighted
average
number
of
common
shares
outstanding
–
diluted
40,620
43,185
16 |
 Quarter Ended March 31, 2013
Total
Net Income
$23,680
Interest Income and other
Interest expense
Income tax provision
(937)
12,715
9,871
Operating Income (loss)
$16,699
$11,102
$24,995
$8,082
$1,727
($17,276)
$45,329
Depreciation and amortization
Amortization of other intangible assets
Special charges
767
1,551
68
1,024
512
173
805
398
(4)
3,635
1,985
14
645
1,118
64
1,130
–
112
8,006
5,564
427
Adjusted
EBITDA
(1)
Quarter Ended March 31, 2012
Total
Net Income
$18,431
Interest Income and other
Interest expense
Income tax provision
(3,282)
15,204
10,594
Operating Income (loss)
$21,944
$13,097
$17,320
$8,201
$2,657
($22,272)
$40,947
Depreciation and amortization
Amortization of other intangible assets
789
1,438
1,057
516
705
399
3,022
1,992
700
1,172
1,223
–
7,496
5,517
Adjusted
EBITDA
(1)
$24,171
$14,670
$18,424
$13,215
$4,529
($21,049)
$53,960
Reconciliation of Net Income and Operating Income to
Adjusted EBITDA
($ in thousands)
17
Corporate
Finance /
Consulting
(2)
Economic
Consulting
Technology
Strategic
Communications
Unallocated
Corporate
Expenses
Forensic and
Litigation
Restructuring
(2)
Corporate
Finance /
Consulting
(2)
Economic
Consulting
Technology
Strategic
Communications
Unallocated
Corporate
Expenses
Forensic and
Litigation
Restructuring
(2)
(1) We define Adjusted EBITDA as net income before income tax provision, other income (expense),
depreciation, amortization of intangible assets, special charges and goodwill impairment charges. Amounts presented in the Adjusted EBITDA
row for each segment reflect the segments' respective Adjusted Segment EBITDA. We define Adjusted
Segment EBITDA as a segment’s share of consolidated operating income before depreciation, amortization of intangible assets, special
charges and goodwill impairment charge. Although Adjusted Segment EBITDA is not a measure of financial
condition or performance determined in accordance with GAAP. We believe this measure can be a useful operating performance
measure for evaluating our results of operations compared from period- to-period and compared
to our competitors. We use Adjusted Segment EBITDA to evaluate and compare the operating performance of our segments.
Adjusted EBITDA and Adjusted Segment EBITDA are not defined in the same manner by all companies and may
not be comparable to other similarly titled measures of other companies. These non-GAAP measures should be considered in
addition to, but not as a substitute for or superior to, the information contained in our Condensed
Consolidated Statements of Comprehensive Income. (2) Effective in the first
quarter of 2013, we modified our reportable segments to reflect changes in how we operate our business and the related internal management reporting. The Company’s healthcare practices from both our Corporate
Finance/Restructuring segment and our Forensic and Litigation Consulting segment have been combined
under a single organizational structure. This single integrated practice, our health solutions practice, is now aggregated in its entirety
within the Forensic and Litigation Consulting reportable segment. Prior period Corporate
Finance/Restructuring and Forensic and Litigation Consulting segment information has been reclassified to conform to the current period presentation. |
 Critical thinking at the critical time™ |