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8-K - 8-K - FTI CONSULTING, INCd719194d8k.htm

Exhibit 99.1

 

LOGO

FTI Consulting, Inc.

1101 K Street NW

Washington, D.C. 20005

+1.202.312.9100

Investor & Media Contact:

Mollie Hawkes

+1.617.747.1791

mollie.hawkes@fticonsulting.com

FTI Consulting Reports First Quarter 2014 Results

First Quarter Revenues of $425.6 Million

First Quarter Adjusted EPS of $0.41; Fully Diluted EPS of $0.45

Second Quarter 2014 Guidance for Revenues of $430 Million to $445 Million and Adjusted EPS of $0.32 to $0.42

Washington, D.C., May 1, 2014 – FTI Consulting, Inc. (NYSE: FCN) (the “Company”), the global business advisory firm dedicated to helping organizations protect and enhance their enterprise value, today released its financial results for the quarter ended March 31, 2014.

For the quarter, revenues increased 4.5 percent to $425.6 million compared to $407.2 million in the prior year quarter. Fully diluted earnings per share (“EPS”) were $0.45 compared to $0.58 in the prior year quarter. EPS included a remeasurement gain related to the reduction in the fair value of estimated future contingent consideration payments for prior acquisitions, which increased first quarter EPS by $0.04. First quarter Adjusted EPS were $0.41 compared to $0.59 in the prior year quarter. First quarter Adjusted EBITDA was $51.2 million or 12.0 percent of revenues compared to $59.3 million or 14.6 percent of revenues in the prior year quarter.

Adjusted EPS, Adjusted EBITDA and Adjusted Segment EBITDA are non-GAAP measures defined elsewhere in this press release and are reconciled to GAAP measures in the financial tables that accompany this press release. Beginning with the quarter ended March 31, 2014, the definitions of each of these non-GAAP measures have been updated to exclude the impact of changes in the fair value of acquisition-related contingent consideration liabilities. All current and prior period information reflected herein has been reclassified to reflect this change.

Commenting on these results, Steven H. Gunby, President and Chief Executive Officer of FTI Consulting said, “The first quarter, in many ways, heralds a number of the themes that we will discuss at our June investor day. Our Adjusted EPS of $0.41 at one level shows the power of our company – the fact that, when the stakes are high and someone needs committed people with world-leading expertise, people turn to FTI. The major driver of quarterly results was Forensic and Litigation Consulting with a record quarter, fueled by a number of front-page newspaper assignments from across the globe relating to high-stakes client events ranging from FCPA investigations to mortgage-backed security litigations. Similarly, our Technology business continued to perform very well, driven by ongoing FCPA and financial services investigations as well as increased cross-border M&A related ‘second request’ activity.”

Mr. Gunby added, “The first quarter also heralds the major set of work we have ahead. Notwithstanding the strong performance of Forensic and Litigation Consulting and Technology, our Adjusted EPS declined substantially year-over-year. Corporate Finance/Restructuring’s profitability continued its downward trend, Strategic Communications had another down quarter and Economic Consulting had a disappointing start to the year, both in terms of revenue and profitability.”


“Despite these challenges, I want be clear – since stepping into my role in late January I am more excited than ever to be here. The deeper I get into the business, the more impressed I am with the capabilities we have and with the talent, commitment and enthusiasm of our people. The quality of our client relationships is outstanding. And the potential is there. As we will discuss in June, I continue to think we will be able, in a relatively short period of time, to begin meeting the aspirations so many of us have for this company. At the same time I do want to underscore that 2014 will see no rapid turnaround in profitability. Though we see numerous opportunities to drive the performance of all of our segments and regions, most of these opportunities will benefit 2015 and 2016 much more than 2014. This year will be about laying that foundation and implementing actionable initiatives now that we believe will result in stronger market positions and enhanced stockholder returns in the future,” Mr. Gunby concluded.

Cash and Capital Allocation

Net cash used by operating activities for the quarter was $110.8 million compared to $2.3 million in the prior year as we funded our annual bonus payments and retention payments to key client-service professionals. Short-term borrowings were $20.0 million at March 31, 2014, and cash and cash equivalents were $77.0 million. During the quarter, the Company used $15.6 million for acquisition related payments and expended $4.4 million to settle transactions to repurchase the Company’s common stock that were made, but not settled in the fourth quarter of 2013. The Company did not repurchase any common stock during the first quarter of 2014.

First Quarter Segment Results

Corporate Finance/Restructuring

Revenues in the Corporate Finance/Restructuring segment decreased 5.1 percent to $94.0 million in the quarter compared to $99.1 million in the prior year quarter. Revenues declined organically by 9.6 percent due to lower demand in our bankruptcy and restructuring practices in North America, lower average realized bill rates due to mix of services in our telecom, media and technology (“TMT”) practice, and lower success fees in North America. Adjusted Segment EBITDA was $11.0 million or 11.7 percent of segment revenues compared to $19.1 million or 19.3 percent of segment revenues in the prior year quarter. Adjusted Segment EBITDA margin was reduced by lower utilization in our bankruptcy and restructuring practices in North America, increased acquired overhead expenses, lower average realized bill rates due to mix of services in our TMT practice and continued investment in our Europe, Middle East and Africa (“EMEA”) based transaction advisory services practice.

Economic Consulting

Revenues in the Economic Consulting segment decreased 7.2 percent to $106.9 million in the quarter compared to $115.2 million in the prior year quarter. Revenues declined organically by 8.8 percent due to lower demand for our financial economics practice in North America and lower demand and realization in our international arbitration, regulatory and valuation practices in EMEA, which was partially offset by higher demand for our antitrust litigation practice in EMEA. Adjusted Segment EBITDA was $13.0 million or 12.2 percent of segment revenues compared to $26.2 million or 22.7 percent of segment revenues in the prior year quarter. Adjusted Segment EBITDA margin was reduced by lower utilization in our financial economics practice in North America, the impact of employment contract extensions of key senior client-service professionals and lower utilization and realization in our international arbitration, regulatory and valuation practices in EMEA, which was partially offset by higher utilization in our antitrust litigation practice in EMEA.

Forensic and Litigation Consulting

Revenues in the Forensic and Litigation Consulting segment increased 20.6 percent to $121.4 million in the quarter compared to $100.7 million in the prior year quarter. Revenues grew organically by 17.6 percent due to increased demand for the segment’s global data analytics, disputes and insurance practices in North America, and the forensic accounting and global risk and investigations practices (“GRIP”) in Asia Pacific. Adjusted Segment EBITDA was $26.5 million or 21.8 percent of segment revenues compared to $12.8 million or 12.7 percent of segment revenues in the prior year quarter. The increase in Adjusted Segment EBITDA margin was due to improved utilization and employee leverage in the aforementioned practices.

Technology

Revenues in the Technology segment increased 28.6 percent to $60.1 million in the quarter compared to $46.7 million in the prior year quarter. The increase in revenues was due to Foreign Corrupt Practices Act (“FCPA”) and financial services industry investigations, increased merger and acquisition related “second request” activity and higher volume for services, which was partially offset by lower pricing for services. Adjusted Segment EBITDA was $17.3 million or 28.9 percent of segment revenues compared to $13.7 million or 29.4 percent of segment revenues in the prior year quarter. The decrease in Adjusted Segment EBITDA margin was due to the mix of lower margin services and increased investment in business development support.


Strategic Communications

Revenues in the Strategic Communications segment decreased 4.9 percent to $43.2 million in the quarter compared to $45.5 million in the prior year quarter. Revenues declined organically by 8.9 percent or $4.0 million due to reduced pass-through revenues. Adjusted Segment EBITDA was $2.7 million or 6.3 percent of segment revenues compared to $3.6 million or 7.8 percent of segment revenues in the prior year quarter. Adjusted Segment EBITDA margin was impacted by higher non-recurring facilities costs related to the transition to our new London office and increased acquired overhead costs, which were partially offset by reduced pass-through costs.

Second Quarter 2014 Guidance

The Company estimates that revenues for the second quarter of 2014 will be between $430.0 million and $445.0 million and Adjusted EPS will be between $0.32 and $0.42. Expectations for second quarter 2014 Adjusted EPS consider projected shifts in business mix and increased costs as compared to the first quarter of 2014, notwithstanding the non-recurrence of certain costs incurred in the first quarter of 2014. As discussed previously, full year 2014 revenues and Adjusted EPS guidance will be provided during the Company’s investor day on June 16, 2014.

First Quarter 2014 Conference Call

FTI Consulting will host a conference call for analysts and investors to discuss first quarter 2014 financial results at 9:00 a.m. Eastern Time on May 1, 2014. The call can be accessed live and will be available for replay over the Internet for 90 days by logging onto the Company’s website at www.fticonsulting.com.

About FTI Consulting

FTI Consulting, Inc. is a global business advisory firm dedicated to helping organizations protect and enhance enterprise value in an increasingly complex legal, regulatory and economic environment. With more than 4,200 employees located in 26 countries, FTI Consulting professionals work closely with clients to anticipate, illuminate and overcome complex business challenges in areas such as investigations, litigation, mergers and acquisitions, regulatory issues, reputation management, strategic communications and restructuring. The company generated $1.65 billion in revenues during fiscal year 2013. More information can be found at www.fticonsulting.com.

Note: We define Segment Operating Income as a segment’s share of consolidated operating income. We define Total Segment Operating Income as the total of Segment Operating Income for all segments, which excludes unallocated corporate expenses. We use Segment Operating Income for the purpose of calculating Adjusted Segment EBITDA. We define Adjusted EBITDA as consolidated net income before income tax provision, other non-operating income (expense), depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges and losses on early extinguishment of debt. We define Adjusted Segment EBITDA as a segment’s share of consolidated operating income before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. We define Total Adjusted Segment EBITDA as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses. We use Adjusted Segment EBITDA to internally evaluate the financial performance of our segments because we believe it is a useful supplemental measure which reflects current core operating performance and provides an indicator of the segment’s ability to generate cash. We also believe that these measures, when considered together with our GAAP financial results, provide management and investors with a more complete understanding of our operating results, including underlying trends, by excluding the effects of remeasurement of acquisition-related contingent consideration, special charges, and goodwill impairment charges. In addition, EBITDA is a common alternative measure of operating performance used by many of our competitors. It is used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in our industry. Therefore, we also believe that these measures, considered along with corresponding GAAP measures, provide management and investors with additional information for comparison of our operating results to the operating results of other companies.

We define Adjusted Net Income and Adjusted Earnings per Diluted Share (“Adjusted EPS”) as net income and earnings per diluted share, respectively, excluding the impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges and losses on early extinguishment of debt. We use Adjusted Net Income for the purpose of calculating Adjusted EPS. Management uses Adjusted


EPS to assess total Company operating performance on a consistent basis. We believe that this measure, when considered together with our GAAP financial results, provides management and investors with a more complete understanding of our business operating results, including underlying trends, by excluding the effects of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges and losses on early extinguishment of debt. Non-GAAP financial measures are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, the information contained in our Consolidated Statements of Comprehensive Income. Reconciliations of GAAP to non-GAAP financial measures are included elsewhere in this press release.

Safe Harbor Statement

This press release 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 press release, 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. Further, preliminary results are subject to normal year-end adjustments. 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 filed with the SEC and in the Company’s other filings with the SEC, including the risks set forth under “Risks Related to Our Reportable 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.

FINANCIAL TABLES FOLLOW

# # #


FTI CONSULTING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(in thousands, except per share data)

(unaudited)

 

     Three Months Ended
March 31,
 
     2014     2013  

Revenues

   $ 425,552      $ 407,178   
  

 

 

   

 

 

 

Operating expenses

    

Direct cost of revenues

     274,275        258,480   

Selling, general and administrative expense

     108,387        96,647   

Special charges

     —          427   

Acquisition-related contingent consideration

     (1,843     731   

Amortization of other intangible assets

     4,616        5,564   
  

 

 

   

 

 

 
     385,435        361,849   
  

 

 

   

 

 

 

Operating income

     40,117        45,329   
  

 

 

   

 

 

 

Other income (expense)

    

Interest income and other

     1,003        937   

Interest expense

     (12,655     (12,715
  

 

 

   

 

 

 
     (11,652     (11,778
  

 

 

   

 

 

 

Income before income tax provision

     28,465        33,551   

Income tax provision

     10,348        9,871   
  

 

 

   

 

 

 

Net income

   $ 18,117      $ 23,680   
  

 

 

   

 

 

 

Earnings per common share - basic

   $ 0.46      $ 0.60   
  

 

 

   

 

 

 

Earnings per common share - diluted

   $ 0.45      $ 0.58   
  

 

 

   

 

 

 

Weighted average common shares outstanding - basic

     39,438        39,403   
  

 

 

   

 

 

 

Weighted average common shares outstanding - diluted

     40,457        40,620   
  

 

 

   

 

 

 

Other comprehensive income (loss), net of tax:

    

Foreign currency translation adjustments, net of tax of $0

   $ 4,728      $ (15,509
  

 

 

   

 

 

 

Total other comprehensive income (loss), net of tax

     4,728        (15,509
  

 

 

   

 

 

 

Comprehensive income

   $ 22,845      $ 8,171   
  

 

 

   

 

 

 


FTI CONSULTING, INC.

OPERATING RESULTS BY BUSINESS SEGMENT

 

     Revenues      Adjusted
EBITDA (1)
    Margin     Utilization (3)     Average
Billable
Rate (3)
     Revenue-
Generating
Headcount
 
     (in thousands)                        (at period end)  

Three Months Ended March 31, 2014

              

Corporate Finance/Restructuring

   $ 93,982       $ 10,951        11.7     70   $ 362         726   

Forensic and Litigation Consulting

     121,429         26,494        21.8     75   $ 317         1,076   

Economic Consulting

     106,851         13,030        12.2     72   $ 523         538   

Technology (2)

     60,063         17,348        28.9     N/M        N/M         321   

Strategic Communications (2)

     43,227         2,729        6.3     N/M        N/M         584   
  

 

 

    

 

 

          

 

 

 
   $ 425,552         70,552        16.6          3,245   
  

 

 

             

 

 

 

Corporate

        (19,356         
     

 

 

          

Adjusted EBITDA (1)

      $ 51,196        12.0       
     

 

 

          

Three Months Ended March 31, 2013

              

Corporate Finance/Restructuring

   $ 99,080       $ 19,085        19.3     71   $ 409         683   

Forensic and Litigation Consulting

     100,724         12,811        12.7     66   $ 319         965   

Economic Consulting

     115,194         26,194        22.7     89   $ 493         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   
  

 

 

    

 

 

          

 

 

 
   $ 407,178         75,360        18.5          3,018   
  

 

 

             

 

 

 

Corporate

        (16,034         
     

 

 

          

Adjusted EBITDA (1)

      $ 59,326        14.6       
     

 

 

          

 

(1) We define Adjusted EBITDA as consolidated net income before income tax provision, other non-operating income (expense), depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges and losses on early extinguishment of debt. 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, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. We use Adjusted Segment EBITDA to internally evaluate the financial performance of our segments because we believe it is a useful supplemental measure which reflects current core operating performance and provides an indicator of the segment’s ability to generate cash. We also believe that these measures, when considered together with our GAAP financial results, provide management and investors with a more complete understanding of our operating results, including underlying trends, by excluding the effects of remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. In addition, EBITDA is a common alternative measure of operating performance used by many of our competitors. It is used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in our industry. Therefore, we also believe that these measures, considered along with corresponding GAAP measures, provide management and investors with additional information for comparison of our operating results to the operating results of other companies. 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 financial 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 GAAP to 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) 2013 utilization and average bill rate calculations for our Corporate Finance/Restructuring, Forensic and Litigation Consulting, and Economic Consulting segments were updated to reflect the realignment of certain practices as well as information related to non-U.S. operations that was not previously available.


FTI CONSULTING, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(in thousands, except per share data)

 

     Three Months Ended March 31,  
     2014     2013  

Net income

   $ 18,117      $ 23,680   

Add back:

    

Special charges, net of tax effect (1)

     —          253   

Remeasurement of acquisition-related contingent consideration, net of tax effect (2)

     (1,350     —     
  

 

 

   

 

 

 

Adjusted Net Income (3)

   $ 16,767      $ 23,933   
  

 

 

   

 

 

 

Earnings per common share – diluted

   $ 0.45      $ 0.58   

Add back:

    

Special charges, net of tax effect (1)

     —          0.01   

Remeasurement of acquisition-related contingent consideration, net of tax effect (2)

     (0.04     —     
  

 

 

   

 

 

 

Adjusted earnings per common share – diluted (3)

   $ 0.41      $ 0.59   
  

 

 

   

 

 

 

Weighted average number of common shares outstanding – diluted

     40,457        40,620   
  

 

 

   

 

 

 

 

(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 adjustments related to special charges for the three months ended March 31, 2013 was 40.7%. The tax expense related to the adjustment for special charges for the three months ended March 31, 2013 was $0.2 million with no impact on diluted earnings per share. In the three months ended March 31, 2014, there were no special charges.
(2)  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 rates for the adjustments related to the remeasurement of acquisition-related contingent consideration for the three months ended March 31, 2014 was 36.4%. The tax expense related to the remeasurement of acquisition-related contingent consideration for the three months ended March 31, 2014 was $0.8 million or a $0.02 impact on diluted earnings per share. In the three months ended March 31, 2013 there was no fair value remeasurement of contingent consideration.
(3)  We define Adjusted Net Income and Adjusted Earnings per Diluted Share as net income and earnings per diluted share, respectively, excluding the impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges and losses on early extinguishment of debt. We use Adjusted Net Income for the purpose of calculating Adjusted Earnings per Diluted Share. Management uses Adjusted Earnings per Diluted Share to assess total company operating performance on a consistent basis. We believe that this measure, when considered together with our GAAP financial results, provides management and investors with a more complete understanding of our business operating results, including underlying trends, by excluding the effects of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges and losses on early extinguishment of debt.


RECONCILIATION OF NET INCOME AND OPERATING INCOME TO ADJUSTED EBITDA

(in thousands)

 

    Corporate
Finance /
Restructuring
    Forensic and
Litigation
Consulting
    Economic
Consulting
    Technology     Strategic
Communications
    Corp HQ     Total  

Three Months Ended March 31, 2014

             

Net income

              $ 18,117  

Interest income and other

                (1,003 )

Interest expense

                12,655  

Income tax provision

                10,348  
             

 

 

 

Operating income (1)

  $ 8,607      $ 25,402      $ 12,430      $ 13,066      $ 1,005      $ (20,393   $ 40,117  

Depreciation and amortization

    791        1,015        1,081        4,064        597        1,037        8,585  

Amortization of other intangible assets

    2,215        750        306        218        1,127        —          4,616  

Remeasurement of acquisition-related contingent consideration

    (662     (673     (787     —          —          —          (2,122 )
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA (2)

  $ 10,951      $ 26,494      $ 13,030      $ 17,348      $ 2,729      $ (19,356   $ 51,196  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Three Months Ended March 31, 2013

             

Net income

              $ 23,680  

Interest income and other

                (937 )

Interest expense

                12,715  

Income tax provision

                9,871  
             

 

 

 

Operating income (1)

  $ 16,699      $ 11,102      $ 24,995      $ 8,082      $ 1,727      $ (17,276   $ 45,329  

Depreciation and amortization

    767        1,024        805        3,635        645        1,130        8,006  

Amortization of other intangible assets

    1,551        512        398        1,985        1,118        —          5,564  

Special charges

    68        173        (4     14        64        112        427  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA (2)

  $ 19,085      $ 12,811      $ 26,194      $ 13,716      $ 3,554      $ (16,034   $ 59,326  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)  We define Segment Operating Income as a segment’s share of consolidated operating income. We define Total Segment Operating Income as the total of Segment Operating Income for all segments, which excludes unallocated corporate expenses. We use Segment Operating Income for the purpose of calculating Adjusted Segment EBITDA.
(2) We define Adjusted EBITDA as consolidated net income before income tax provision, other non-operating income (expense), depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges and losses on early extinguishment of debt. 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, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. We use Adjusted Segment EBITDA to internally evaluate the financial performance of our segments because we believe it is a useful supplemental measure which reflects current core operating performance and provides an indicator of the segment’s ability to generate cash. We also believe that these measures, when considered together with our GAAP financial results, provide management and investors with a more complete understanding of our operating results, including underlying trends, by excluding the effects of remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. In addition, EBITDA is a common alternative measure of operating performance used by many of our competitors. It is used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in our industry. Therefore, we also believe that these measures, considered along with corresponding GAAP measures, provide management and investors with additional information for comparison of our operating results to the operating results of other companies. 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 financial 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 GAAP to non-GAAP financial measures.


FTI CONSULTING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(in thousands)

(unaudited)

 

     Three Months Ended
March 31,
 
     2014     2013  

Operating activities

    

Net income

   $ 18,117      $ 23,680   

Adjustments to reconcile net income to net cash used in operating activities:

    

Depreciation and amortization

     8,585        8,006   

Amortization of other intangible assets

     4,616        5,564   

Acquisition-related contingent consideration

     (1,843     731   

Provision for doubtful accounts

     4,442        4,094   

Non-cash share-based compensation

     9,503        10,055   

Non-cash interest expense

     675        670   

Other

     (443     (135

Changes in operating assets and liabilities, net of effects from acquisitions:

    

Accounts receivable, billed and unbilled

     (71,474     (47,711

Notes receivable

     (26,088     (227

Prepaid expenses and other assets

     11,927        531   

Accounts payable, accrued expenses and other

     18,815        16,603   

Income taxes

     (684     2,937   

Accrued compensation

     (93,573     (28,862

Billings in excess of services provided

     6,630        1,760   
  

 

 

   

 

 

 

Net cash used in operating activities

     (110,795     (2,304
  

 

 

   

 

 

 

Investing activities

    

Payments for acquisition of businesses, net of cash received

     (15,611     (14,676

Purchases of property and equipment

     (15,179     (7,323

Other

     (10     12   
  

 

 

   

 

 

 

Net cash used in investing activities

     (30,800     (21,987
  

 

 

   

 

 

 

Financing activities

    

Borrowings under revolving line of credit, net

     20,000        —     

Purchase and retirement of common stock

     (4,367     (28,758

Net issuance of common stock under equity compensation plans

     (2,490     (1,335

Other

     (101     (100
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     13,042        (30,193
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     (275     (1,598
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (128,828     (56,082

Cash and cash equivalents, beginning of period

     205,833        156,785   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 77,005      $ 100,703   
  

 

 

   

 

 

 


FTI CONSULTING, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AT MARCH 31, 2014 AND DECEMBER 31, 2013

(in thousands, except per share amounts)

 

     March 31,
2014
    December 31,
2013
 
     (unaudited)        
Assets     

Current assets

    

Cash and cash equivalents

   $ 77,005      $ 205,833   

Accounts receivable:

    

Billed receivables

     375,176        352,411   

Unbilled receivables

     296,838        233,307   

Allowance for doubtful accounts and unbilled services

     (126,942     (109,273
  

 

 

   

 

 

 

Accounts receivable, net

     545,072        476,445   

Current portion of notes receivable

     33,592        33,093   

Prepaid expenses and other current assets

     49,014        61,800   

Current portion of deferred tax assets

     26,543        26,690   
  

 

 

   

 

 

 

Total current assets

     731,226        803,861   

Property and equipment, net of accumulated depreciation

     85,993        79,007   

Goodwill

     1,221,318        1,218,733   

Other intangible assets, net of amortization

     88,871        97,148   

Notes receivable, net of current portion

     130,721        108,298   

Other assets

     54,438        57,900   
  

 

 

   

 

 

 

Total assets

   $ 2,312,567      $ 2,364,947   
  

 

 

   

 

 

 
Liabilities and Stockholders’ Equity     

Current liabilities

    

Accounts payable, accrued expenses and other

   $ 112,808      $ 126,886   

Accrued compensation

     124,870        222,738   

Current portion of long-term debt

     26,000        6,014   

Billings in excess of services provided

     35,532        28,692   
  

 

 

   

 

 

 

Total current liabilities

     299,210        384,330   

Long-term debt, net of current portion

     711,000        711,000   

Deferred income taxes

     142,390        137,697   

Other liabilities

     82,939        89,661   
  

 

 

   

 

 

 

Total liabilities

     1,235,539        1,322,688   
  

 

 

   

 

 

 

Stockholders’ equity

    

Preferred stock, $0.01 par value; shares authorized — 5,000; none outstanding

     —          —     

Common stock, $0.01 par value; shares authorized — 75,000; shares issued and outstanding — 40,854 (2014) and 40,526 (2013)

     409        405   

Additional paid-in capital

     374,242        362,322   

Retained earnings

     748,738        730,621   

Accumulated other comprehensive loss

     (46,361     (51,089
  

 

 

   

 

 

 

Total stockholders’ equity

     1,077,028        1,042,259   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 2,312,567      $ 2,364,947