SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2015
FTI CONSULTING, INC.
(Exact Name of Registrant as Specified in Charter)
Maryland | 001-14875 | 52-1261113 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1101 K Street NW, Washington, D.C. 20005
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (202) 312-9100
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02. Results of Operations and Financial Condition
On July 30, 2015, FTI Consulting, Inc. (FTI Consulting) announced financial results for the three- and six-months ended June 30, 2015 and updated guidance for the year ending December 31, 2015. A copy of the press release (including accompanying financial tables) is attached as Exhibit 99.1 to this Current Report on Form 8-K and hereby is incorporated by reference herein.
ITEM 7.01. Regulation FD Disclosure
FTI Consulting defines Segment Operating Income (Loss) as a segments share of consolidated operating income (loss). FTI Consulting defines Total Segment Operating Income (Loss) as the total of Segment Operating Income (Loss) for all segments, which excludes unallocated corporate expenses. FTI Consulting uses Segment Operating Income (Loss) for the purpose of calculating Adjusted Segment EBITDA. FTI Consulting defines Adjusted EBITDA as consolidated net income (loss) 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 loss on early extinguishment of debt, Adjusted Segment EBITDA as a segments share of consolidated operating income before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges, and Total Adjusted Segment EBITDA as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses. FTI Consulting defines Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of total revenues, and Adjusted Segment EBITDA Margin as Adjusted Segment EBITDA as a percentage of a segments share of revenue. Although Adjusted EBITDA, Adjusted Segment EBITDA, Total Adjusted Segment EBITDA Adjusted EBITDA Margin and Adjusted Segment EBITDA Margin are not measures of financial condition or performance determined in accordance with generally accepted accounting principles (GAAP), FTI Consulting believes that they can be useful supplemental operating performance measures. FTI Consulting uses Adjusted Segment EBITDA to internally evaluate the financial performance of each of its segments because it believes it is a useful supplemental measure which reflects current core operating performance and provides an indicator of the segments ability to generate cash. FTI Consulting also believes that these non-GAAP measures, when considered together with GAAP financial results, provide management and investors with a more complete understanding of FTI Consultings 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 FTI Consultings competitors. It is used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in FTI Consultings industry. Therefore, FTI Consulting also believes that these measures, considered along with corresponding GAAP measures, provide management and investors with additional information for comparison of its operating results to the operating results of other companies.
1
FTI Consulting defines Adjusted Net Income and Adjusted Earnings per Diluted Share (Adjusted EPS) as net income (loss) 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. FTI Consulting uses Adjusted Net Income for the purpose of calculating Adjusted EPS and uses Adjusted EPS to assess total FTI Consulting operating performance on a consistent basis. FTI Consulting believes that this non-GAAP measure, when considered together with its GAAP financial results, provides management and investors with a more complete understanding of its 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 FTI Consultings Consolidated Statements of Comprehensive Income. Reconciliations of GAAP to non-GAAP financial measures are included in the accompanying tables to the press release.
The information included herein, including Exhibit 99.1 furnished herewith, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such filing.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 | Press Release dated July 30, 2015 of FTI Consulting, Inc. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FTI CONSULTING, INC. | ||||||
Dated: July 31, 2015 | By: | /S/ DAVID JOHNSON | ||||
David Johnson | ||||||
Chief Financial Officer |
3
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release dated July 30, 2015 of FTI Consulting, Inc. |
4
Exhibit 99.1
FTI Consulting, Inc.
1101 K Street NW
Washington, DC 20005
+1.202.312.9100
Investor & Media Contact:
Mollie Hawkes
+1.617.747.1791
mollie.hawkes@fticonsulting.com
FTI Consulting Reports Second Quarter 2015 Results
Second Quarter Revenues of $449.1 Million
Second Quarter Adjusted EPS of $0.50; Fully Diluted EPS of $0.52
Company Updates 2015 Guidance to Revenues of between $1.75 Billion and $1.85 Billion and Adjusted EPS of between $1.95 and $2.15
Washington, D.C., July 30, 2015 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 June 30, 2015.
For the quarter, revenues decreased 1.1 percent to $449.1 million, which included a 3.1 percent estimated negative impact due to foreign currency translation (FX), compared to $454.3 million in the prior year quarter. Excluding the estimated negative impact of FX, revenues increased 2.0 percent compared to the prior year quarter. Fully diluted earnings per share (EPS) were $0.52 compared to $0.42 in the prior year quarter. EPS in the quarter included contingent consideration remeasurement gains, which increased EPS by $0.02. EPS in the prior year quarter included a special charge of $9.4 million, which reduced EPS by $0.14. Adjusted EPS and Adjusted EBITDA, which exclude the remeasurement gains and special charges, were $0.50 and $55.8 million, or 12.4 percent of revenues in the quarter, compared to $0.55 and $59.9 million, or 13.2 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 accompanying financial tables.
Commenting on these results, Steven H. Gunby, President and Chief Executive Officer of FTI Consulting, said, Our second quarter operating performance was solid and in line with our expectations. Obviously there is still much work to do, but our teams are making real progress towards turning this business into a sustainable growth engine.
Cash Position
Net cash provided by operating activities for the quarter was $20.6 million compared to net cash provided by operating activities of $33.7 million in the prior year quarter. Cash and cash equivalents were $240.0 million at June 30, 2015 compared to $94.4 million at June 30, 2014.
Second Quarter Segment Results
Corporate Finance/Restructuring
Revenues in the Corporate Finance/Restructuring segment increased 4.9 percent to $109.1 million in the quarter, which included a 4.0 percent estimated negative impact due to FX, compared to $104.0 million in the prior year quarter. Excluding the estimated negative impact of FX, revenues increased 8.9 percent. The increase in revenues was driven by higher demand for the segments distressed and non-distressed service offerings in North America and higher demand for the segments transaction advisory services in the Europe, Middle East and Africa (EMEA) region, which was partially offset by the continued softness in the Asia Pacific region. Adjusted Segment EBITDA was $22.0 million, or 20.2 percent of segment revenues, compared to $19.1 million, or 18.4 percent of segment revenues in the prior year quarter. The increase in Adjusted Segment EBITDA margin was due to an increase in higher margin distressed activity in North America and EMEA, coupled with growth in the transaction advisory services practice in EMEA, which was partially offset by lower restructuring activity in the Asia Pacific region.
Forensic and Litigation Consulting
Revenues in the Forensic and Litigation Consulting segment increased 5.9 percent to $126.1 million in the quarter, which included a 1.9 percent estimated negative impact due to FX, compared to $119.1 million in the prior year quarter. Excluding the estimated negative impact of FX, revenues increased 7.9 percent. The increase in revenues was driven by higher demand and success fees in the segments health solutions practice and increased demand for the segments investigations and global construction solutions practices, which was partially offset by declines in the disputes and financial and enterprise data analytics practices. Adjusted Segment EBITDA was $20.0 million, or 15.8 percent of segment revenues, compared to $22.3 million, or 18.7 percent of segment revenues in the prior year quarter. The decrease in Adjusted Segment EBITDA margin was due to lower utilization in certain practices coupled with an increase in staffing in order to expand capabilities, a $1.5 million severance charge related to a senior managing director departure and higher outside services and bad debt expenses.
Economic Consulting
Revenues in the Economic Consulting segment declined 7.3 percent to $108.7 million in the quarter, which included a 2.8 percent estimated negative impact due to FX and a 1.8 percent benefit from a prior year acquisition, compared to $117.2 million in the prior year quarter. Excluding the estimated negative impact of FX and the benefit from the acquisition, revenues declined 6.3 percent. The decline in revenues was driven by decreased demand in non-mergers and acquisitions (M&A) related antitrust and financial economics services, which was partially offset by higher demand for international arbitration services. Adjusted Segment EBITDA was $15.3 million, or 14.1 percent of segment revenues, compared to $18.0 million, or 15.4 percent of segment revenues in the prior year quarter. The decrease in Adjusted Segment EBITDA margin was due to lower utilization in the non-M&A related antitrust and financial economics practices, which was partially offset by higher realized bill rates and utilization in the segments energy services.
Technology
Revenues in the Technology segment increased 1.8 percent to $61.8 million in the quarter, which included a 1.0 percent decrease from the estimated negative impact due to FX, compared to $60.7 million in the prior year quarter. Excluding the estimated negative impact of FX, revenues increased 2.8 percent. The increase in revenues was due to higher M&A-related second request assignments, which was partially offset by a decline in cross-border investigations and reduced pricing for certain services. Adjusted Segment EBITDA was $12.2 million, or 19.7 percent of segment revenues, compared to $15.1 million, or 24.9 percent of segment revenues in the prior year quarter. The decrease in Adjusted Segment EBITDA margin was due to lower realized pricing for certain services, investment in global personnel to support future growth opportunities and an increase in lower margin services as a percentage of total revenues.
Strategic Communications
Revenues in the Strategic Communications segment decreased 18.6 percent to $43.4 million in the quarter, which included a 7.3 percent decrease from the estimated negative impact due to FX, compared to $53.3 million in the prior year quarter. Excluding the estimated negative impact of FX, revenues decreased 11.3 percent with $4.3 million of the year-over-year decline resulting from lower pass-through income. The remaining decline resulted from lower project-based revenues in North America and EMEA and lower retainer-based revenues in North America. Adjusted Segment EBITDA was $5.6 million, or 13.0 percent of segment revenues, compared to $5.8 million, or 10.9 percent of segment revenues in the prior year quarter. The increase in Adjusted Segment EBITDA margin was driven by a decrease in lower margin pass-through income and reduced headcount-related costs resulting from cost saving activities initiated in 2014, which was partially offset by higher bad debt.
2015 Guidance
The Company now estimates that revenues for 2015 will be between $1.75 billion and $1.85 billion and Adjusted EPS will be between $1.95 and $2.15.
Second Quarter 2015 Conference Call
FTI Consulting will host a conference call for analysts and investors to discuss second quarter 2015 financial results at 9:00 a.m. Eastern Time on July 30, 2015. The call can be accessed live and will be available for replay over the Internet for 90 days by logging onto the Companys 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 4,400 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 $1.76 billion in revenues during fiscal year 2014. More information can be found at www.fticonsulting.com.
Use of Non-GAAP Measures
Note: We define Segment Operating Income (Loss) as a segments share of consolidated operating income (Loss). We define Total Segment Operating Income (Loss) as the total of Segment Operating Income (Loss) for all segments, which excludes unallocated corporate expenses. We use Segment Operating Income (Loss) for the purpose of calculating Adjusted Segment EBITDA. We define Adjusted EBITDA as consolidated net income (loss) 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 loss on early extinguishment of debt. We define Adjusted Segment EBITDA as a segments 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 define Adjusted Segment EBITDA margin as Adjusted Segment EBITDA as a percentage of a segments share of revenue. 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 segments 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 (loss) 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 managements expectations, beliefs and estimates will be achieved, and the Companys 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 Companys 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 Companys most recent Form 10-K filed with the SEC and in the Companys 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 JUNE 30, 2015 AND 2014
(in thousands, except per share data)
(unaudited)
Three Months Ended | ||||||||
June 30, | ||||||||
2015 | 2014 | |||||||
Revenues |
$ | 449,137 | $ | 454,324 | ||||
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Operating expenses |
||||||||
Direct cost of revenues |
291,469 | 295,549 | ||||||
Selling, general and administrative expense |
109,045 | 107,032 | ||||||
Special charges |
| 9,364 | ||||||
Acquisition-related contingent consideration |
(1,538 | ) | (5 | ) | ||||
Amortization of other intangible assets |
3,007 | 3,452 | ||||||
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401,983 | 415,392 | |||||||
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Operating income |
47,154 | 38,932 | ||||||
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Other income (expense) |
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Interest income and other |
950 | 1,448 | ||||||
Interest expense |
(12,473 | ) | (12,908 | ) | ||||
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(11,523 | ) | (11,460 | ) | |||||
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Income before income tax provision |
35,631 | 27,472 | ||||||
Income tax provision |
13,922 | 10,225 | ||||||
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Net income |
$ | 21,709 | $ | 17,247 | ||||
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Earnings per common share - basic |
$ | 0.53 | $ | 0.43 | ||||
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Earnings per common share - diluted |
$ | 0.52 | $ | 0.42 | ||||
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Weighted average common shares outstanding - basic |
40,792 | 39,681 | ||||||
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Weighted average common shares outstanding - diluted |
41,696 | 40,750 | ||||||
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Other comprehensive income, net of tax: |
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Foreign currency translation adjustments, net of tax of $0 |
$ | 13,298 | $ | 7,694 | ||||
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Total other comprehensive income, net of tax |
13,298 | 7,694 | ||||||
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Comprehensive income |
$ | 35,007 | $ | 24,941 | ||||
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FTI CONSULTING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014
(in thousands, except per share data)
(unaudited)
Six Months Ended | ||||||||
June 30, | ||||||||
2015 | 2014 | |||||||
Revenues |
$ | 881,475 | $ | 879,876 | ||||
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Operating expenses |
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Direct cost of revenues |
570,499 | 569,824 | ||||||
Selling, general and administrative expenses |
211,259 | 215,419 | ||||||
Special charges |
| 9,364 | ||||||
Acquisition-related contingent consideration |
(1,304 | ) | (1,848 | ) | ||||
Amortization of other intangible assets |
6,019 | 8,068 | ||||||
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786,473 | 800,827 | |||||||
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Operating income |
95,002 | 79,049 | ||||||
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Other income (expense) |
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Interest income and other |
813 | 2,451 | ||||||
Interest expense |
(24,841 | ) | (25,563 | ) | ||||
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(24,028 | ) | (23,112 | ) | |||||
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Income before income tax provision |
70,974 | 55,937 | ||||||
Income tax provision |
25,579 | 20,573 | ||||||
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Net income |
$ | 45,395 | $ | 35,364 | ||||
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Earnings per common share - basic |
$ | 1.12 | $ | 0.89 | ||||
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Earnings per common share - diluted |
$ | 1.09 | $ | 0.87 | ||||
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Weighted average common shares outstanding - basic |
40,607 | 39,560 | ||||||
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Weighted average common shares outstanding - diluted |
41,529 | 40,604 | ||||||
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Other comprehensive (loss) income, net of tax: |
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Foreign currency translation adjustments, net of tax of $0 |
$ | (7,184 | ) | $ | 12,422 | |||
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Total other comprehensive (loss) income, net of tax |
(7,184 | ) | 12,422 | |||||
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Comprehensive income |
$ | 38,211 | $ | 47,786 | ||||
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FTI CONSULTING, INC.
OPERATING RESULTS BY BUSINESS SEGMENT
Average | Revenue- | |||||||||||||||||||||||
Adjusted | Billable | Generating | ||||||||||||||||||||||
Revenues | EBITDA | Margin | Utilization | Rate | Headcount | |||||||||||||||||||
(in thousands) | (at period end) | |||||||||||||||||||||||
Three Months Ended June 30, 2015 |
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Corporate Finance/Restructuring |
$ | 109,113 | $ | 22,032 | 20.2 | % | 70 | % | $ | 394 | 775 | |||||||||||||
Forensic and Litigation Consulting |
126,131 | 19,979 | 15.8 | % | 66 | % | $ | 318 | 1,169 | |||||||||||||||
Economic Consulting |
108,698 | 15,292 | 14.1 | % | 71 | % | $ | 530 | 554 | |||||||||||||||
Technology (1) |
61,826 | 12,166 | 19.7 | % | N/M | N/M | 364 | |||||||||||||||||
Strategic Communications (1) |
43,369 | 5,631 | 13.0 | % | N/M | N/M | 551 | |||||||||||||||||
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$ | 449,137 | 75,100 | 16.7 | % | 3,413 | |||||||||||||||||||
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Corporate |
(19,311 | ) | ||||||||||||||||||||||
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Adjusted EBITDA |
$ | 55,789 | 12.4 | % | ||||||||||||||||||||
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Six Months Ended June 30, 2015 |
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Corporate Finance/Restructuring |
$ | 215,325 | $ | 44,512 | 20.7 | % | 72 | % | $ | 384 | 775 | |||||||||||||
Forensic and Litigation Consulting |
249,396 | 42,050 | 16.9 | % | 67 | % | $ | 318 | 1,169 | |||||||||||||||
Economic Consulting |
214,779 | 26,848 | 12.5 | % | 72 | % | $ | 515 | 554 | |||||||||||||||
Technology (1) |
116,480 | 22,239 | 19.1 | % | N/M | N/M | 364 | |||||||||||||||||
Strategic Communications (1) |
85,495 | 11,383 | 13.3 | % | N/M | N/M | 551 | |||||||||||||||||
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$ | 881,475 | 147,032 | 16.7 | % | 3,413 | |||||||||||||||||||
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Corporate |
(32,575 | ) | ||||||||||||||||||||||
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Adjusted EBITDA |
$ | 114,457 | 13.0 | % | ||||||||||||||||||||
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Three Months Ended June 30, 2014 |
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Corporate Finance/Restructuring |
$ | 104,020 | $ | 19,133 | 18.4 | % | 71 | % | $ | 412 | 713 | |||||||||||||
Forensic and Litigation Consulting |
119,081 | 22,271 | 18.7 | % | 71 | % | $ | 323 | 1,059 | |||||||||||||||
Economic Consulting |
117,227 | 18,043 | 15.4 | % | 78 | % | $ | 522 | 525 | |||||||||||||||
Technology (1) |
60,720 | 15,104 | 24.9 | % | N/M | N/M | 328 | |||||||||||||||||
Strategic Communications (1) |
53,276 | 5,834 | 10.9 | % | N/M | N/M | 566 | |||||||||||||||||
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$ | 454,324 | 80,385 | 17.7 | % | 3,191 | |||||||||||||||||||
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Corporate |
(20,482 | ) | ||||||||||||||||||||||
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Adjusted EBITDA |
$ | 59,903 | 13.2 | % | ||||||||||||||||||||
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Six Months Ended June 30, 2014 |
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Corporate Finance/Restructuring |
$ | 198,002 | $ | 30,084 | 15.2 | % | 71 | % | $ | 396 | 713 | |||||||||||||
Forensic and Litigation Consulting |
240,510 | 48,765 | 20.3 | % | 73 | % | $ | 319 | 1,059 | |||||||||||||||
Economic Consulting |
224,078 | 31,073 | 13.9 | % | 75 | % | $ | 519 | 525 | |||||||||||||||
Technology (1) |
120,783 | 32,452 | 26.9 | % | N/M | N/M | 328 | |||||||||||||||||
Strategic Communications (1) |
96,503 | 8,563 | 8.9 | % | N/M | N/M | 566 | |||||||||||||||||
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$ | 879,876 | 150,937 | 17.2 | % | 3,191 | |||||||||||||||||||
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Corporate |
(39,838 | ) | ||||||||||||||||||||||
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Adjusted EBITDA |
$ | 111,099 | 12.6 | % | ||||||||||||||||||||
|
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(1) | 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. |
FTI CONSULTING, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014
(in thousands, except per share data)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net income |
$ | 21,709 | $ | 17,247 | $ | 45,395 | $ | 35,364 | ||||||||
Add back: |
||||||||||||||||
Special charges, net of tax effect (1) |
| 5,523 | | 5,523 | ||||||||||||
Remeasurement of acquisition-related contingent consideration, net of tax effect (2) |
(1,005 | ) | (164 | ) | (1,005 | ) | (1,514 | ) | ||||||||
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Adjusted net income |
$ | 20,704 | $ | 22,606 | $ | 44,390 | $ | 39,373 | ||||||||
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Earnings per common share diluted |
$ | 0.52 | $ | 0.42 | $ | 1.09 | $ | 0.87 | ||||||||
Add back: |
||||||||||||||||
Special charges, net of tax effect (1) |
| 0.14 | | 0.14 | ||||||||||||
Remeasurement of acquisition-related contingent consideration, net of tax effect (2) |
(0.02 | ) | (0.01 | ) | (0.02 | ) | (0.04 | ) | ||||||||
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Adjusted EPS diluted |
$ | 0.50 | $ | 0.55 | $ | 1.07 | $ | 0.97 | ||||||||
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Weighted average number of common shares outstanding diluted |
41,696 | 40,750 | 41,529 | 40,604 | ||||||||||||
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(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 and six months ended June 30, 2014 was 41.0%. The tax expense related to the adjustment for special charges for the three and six months ended June 30, 2014 was $3.8 million, or a $0.09 impact on diluted earnings per share. In the three and six months ended, June 30, 2015, 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 and six months ended June 30, 2015 was 40.0%. The tax expense related to the remeasurement of acquisition-related contingent consideration for the three and six months ended June 30, 2015 was $0.7 million, or a $0.02 impact on diluted earnings per share. The effective tax rates for the adjustments related to the remeasurement of acquisition-related contingent consideration for the three and six months ended June 30, 2014 were 37.2% and 36.5%, respectively. The tax expense related to the remeasurement of acquisition-related contingent consideration for the three and six months ended June 30, 2014 was $0.1 million with no impact on diluted earnings per share and $0.9 million, or a $0.02 impact on diluted earnings per share. |
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 June 30, 2015 |
||||||||||||||||||||||||||||
Net income |
|
$ | 21,709 | |||||||||||||||||||||||||
Interest income and other |
(950 | ) | ||||||||||||||||||||||||||
Interest expense |
12,473 | |||||||||||||||||||||||||||
Income tax provision |
13,922 | |||||||||||||||||||||||||||
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|
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Operating income |
$ | 21,906 | $ | 18,476 | $ | 14,282 | $ | 8,465 | $ | 4,126 | $ | (20,101 | ) | $ | 47,154 | |||||||||||||
Depreciation and amortization |
682 | 922 | 886 | 3,508 | 515 | 790 | 7,303 | |||||||||||||||||||||
Amortization of other intangible assets |
935 | 581 | 308 | 193 | 990 | | 3,007 | |||||||||||||||||||||
Remeasurement of acquisition-related contingent consideration |
(1,491 | ) | | (184 | ) | | | | (1,675 | ) | ||||||||||||||||||
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Adjusted EBITDA |
$ | 22,032 | $ | 19,979 | $ | 15,292 | $ | 12,166 | $ | 5,631 | $ | (19,311 | ) | $ | 55,789 | |||||||||||||
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Six Months Ended June 30, 2015 |
||||||||||||||||||||||||||||
Net income |
|
$ | 45,395 | |||||||||||||||||||||||||
Interest income and other |
(813 | ) | ||||||||||||||||||||||||||
Interest expense |
24,841 | |||||||||||||||||||||||||||
Income tax provision |
25,579 | |||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||
Operating income |
$ | 42,670 | $ | 38,950 | $ | 24,578 | $ | 14,663 | $ | 8,323 | $ | (34,182 | ) | $ | 95,002 | |||||||||||||
Depreciation and amortization |
1,464 | 1,937 | 1,838 | 7,185 | 1,080 | 1,607 | 15,111 | |||||||||||||||||||||
Amortization of other intangible assets |
1,869 | 1,163 | 616 | 391 | 1,980 | | 6,019 | |||||||||||||||||||||
Remeasurement of acquisition-related contingent consideration |
(1,491 | ) | | (184 | ) | | | | (1,675 | ) | ||||||||||||||||||
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Adjusted EBITDA |
$ | 44,512 | $ | 42,050 | $ | 26,848 | $ | 22,239 | $ | 11,383 | $ | (32,575 | ) | $ | 114,457 | |||||||||||||
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Corporate Finance / Restructuring |
Forensic and Litigation Consulting |
Economic Consulting |
Technology | Strategic Communications |
Corp HQ | Total | ||||||||||||||||||||||
Three Months Ended June 30, 2014 |
||||||||||||||||||||||||||||
Net income |
|
$ | 17,247 | |||||||||||||||||||||||||
Interest income and other |
(1,448 | ) | ||||||||||||||||||||||||||
Interest expense |
12,908 | |||||||||||||||||||||||||||
Income tax provision |
10,225 | |||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||
Operating income |
$ | 17,068 | $ | 20,839 | $ | 16,840 | $ | 10,905 | $ | 4,030 | $ | (30,750 | ) | $ | 38,932 | |||||||||||||
Depreciation and amortization |
854 | 1,019 | 981 | 3,981 | 677 | 904 | 8,416 | |||||||||||||||||||||
Amortization of other intangible assets |
1,211 | 674 | 222 | 218 | 1,127 | | 3,452 | |||||||||||||||||||||
Special charges |
| | | | | 9,364 | 9,364 | |||||||||||||||||||||
Remeasurement of acquisition-related contingent consideration |
| (261 | ) | | | | | (261 | ) | |||||||||||||||||||
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|||||||||||||||
Adjusted EBITDA |
$ | 19,133 | $ | 22,271 | $ | 18,043 | $ | 15,104 | $ | 5,834 | $ | (20,482 | ) | $ | 59,903 | |||||||||||||
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Six Months Ended June 30, 2014 |
||||||||||||||||||||||||||||
Net income |
|
$ | 35,364 | |||||||||||||||||||||||||
Interest income and other |
(2,451 | ) | ||||||||||||||||||||||||||
Interest expense |
25,563 | |||||||||||||||||||||||||||
Income tax provision |
20,573 | |||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||
Operating income |
$ | 25,675 | $ | 46,241 | $ | 29,270 | $ | 23,971 | $ | 5,035 | $ | (51,143 | ) | $ | 79,049 | |||||||||||||
Depreciation and amortization |
1,645 | 2,034 | 2,062 | 8,045 | 1,274 | 1,941 | 17,001 | |||||||||||||||||||||
Amortization of other intangible assets |
3,426 | 1,424 | 528 | 436 | 2,254 | | 8,068 | |||||||||||||||||||||
Special charges |
| | | | | 9,364 | 9,364 | |||||||||||||||||||||
Remeasurement of acquisition-related contingent consideration |
(662 | ) | (934 | ) | (787 | ) | | | | (2,383 | ) | |||||||||||||||||
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|||||||||||||||
Adjusted EBITDA |
$ | 30,084 | $ | 48,765 | $ | 31,073 | $ | 32,452 | $ | 8,563 | $ | (39,838 | ) | $ | 111,099 | |||||||||||||
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FTI CONSULTING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014
(in thousands)
(unaudited)
Six Months Ended | ||||||||
June 30, | ||||||||
2015 | 2014 | |||||||
Operating activities |
||||||||
Net income |
$ | 45,395 | $ | 35,364 | ||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Depreciation and amortization |
15,111 | 18,138 | ||||||
Amortization of other intangible assets |
6,019 | 8,068 | ||||||
Acquisition-related contingent consideration |
(1,304 | ) | (1,848 | ) | ||||
Provision for doubtful accounts |
6,571 | 8,671 | ||||||
Non-cash share-based compensation |
10,581 | 15,194 | ||||||
Non-cash interest expense |
1,343 | 1,348 | ||||||
Other |
(223 | ) | (368 | ) | ||||
Changes in operating assets and liabilities, net of effects from acquisitions: |
||||||||
Accounts receivable, billed and unbilled |
(70,710 | ) | (115,787 | ) | ||||
Notes receivable |
(6,626 | ) | (22,559 | ) | ||||
Prepaid expenses and other assets |
(5,120 | ) | 8,860 | |||||
Accounts payable, accrued expenses and other |
(2,435 | ) | 2,645 | |||||
Income taxes |
16,458 | 4,832 | ||||||
Accrued compensation |
(40,587 | ) | (47,418 | ) | ||||
Billings in excess of services provided |
(5,204 | ) | 7,756 | |||||
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|
|
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Net cash used in operating activities |
(30,731 | ) | (77,104 | ) | ||||
|
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|
|
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Investing activities |
||||||||
Payments for acquisition of businesses, net of cash received |
(576 | ) | (15,611 | ) | ||||
Purchases of property and equipment |
(17,533 | ) | (21,778 | ) | ||||
Other |
64 | (6 | ) | |||||
|
|
|
|
|||||
Net cash used in investing activities |
(18,045 | ) | (37,395 | ) | ||||
|
|
|
|
|||||
Financing activities |
||||||||
Payment of debt financing fees |
(3,090 | ) | | |||||
Purchase and retirement of common stock |
| (4,367 | ) | |||||
Net issuance of common stock under equity compensation plans |
8,662 | (2,692 | ) | |||||
Deposits |
2,423 | 11,580 | ||||||
Other |
(326 | ) | (891 | ) | ||||
|
|
|
|
|||||
Net cash provided by financing activities |
7,669 | 3,630 | ||||||
|
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|
|
|||||
Effect of exchange rate changes on cash and cash equivalents |
(2,585 | ) | (552 | ) | ||||
|
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|
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Net decrease in cash and cash equivalents |
(43,692 | ) | (111,421 | ) | ||||
Cash and cash equivalents, beginning of period |
283,680 | 205,833 | ||||||
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|
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Cash and cash equivalents, end of period |
$ | 239,988 | $ | 94,412 | ||||
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FTI CONSULTING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AT JUNE 30, 2015 AND DECEMBER 31, 2014
(in thousands, except per share amounts)
June 30, | December 31, | |||||||
2015 | 2014 | |||||||
(unaudited) | ||||||||
Assets | ||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 239,988 | $ | 283,680 | ||||
Accounts receivable: |
||||||||
Billed receivables |
419,906 | 381,464 | ||||||
Unbilled receivables |
298,964 | 248,462 | ||||||
Allowance for doubtful accounts and unbilled services |
(169,570 | ) | (144,825 | ) | ||||
|
|
|
|
|||||
Accounts receivable, net |
549,300 | 485,101 | ||||||
Current portion of notes receivable |
36,281 | 27,208 | ||||||
Prepaid expenses and other current assets |
53,727 | 60,852 | ||||||
Current portion of deferred tax assets |
25,127 | 27,332 | ||||||
|
|
|
|
|||||
Total current assets |
904,423 | 884,173 | ||||||
Property and equipment, net of accumulated depreciation |
80,527 | 82,163 | ||||||
Goodwill |
1,208,508 | 1,211,689 | ||||||
Other intangible assets, net of amortization |
70,356 | 77,034 | ||||||
Notes receivable, net of current portion |
120,076 | 122,149 | ||||||
Other assets |
53,174 | 53,319 | ||||||
|
|
|
|
|||||
Total assets |
$ | 2,437,064 | $ | 2,430,527 | ||||
|
|
|
|
|||||
Liabilities and Stockholders Equity | ||||||||
Current liabilities |
||||||||
Accounts payable, accrued expenses and other |
$ | 90,083 | $ | 99,494 | ||||
Accrued compensation |
183,416 | 220,959 | ||||||
Current portion of long-term debt |
11,000 | 11,000 | ||||||
Billings in excess of services provided |
30,122 | 35,639 | ||||||
|
|
|
|
|||||
Total current liabilities |
314,621 | 367,092 | ||||||
Long-term debt, net of current portion |
700,000 | 700,000 | ||||||
Deferred income taxes |
161,534 | 161,932 | ||||||
Other liabilities |
97,327 | 98,757 | ||||||
|
|
|
|
|||||
Total liabilities |
1,273,482 | 1,327,781 | ||||||
|
|
|
|
|||||
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 - 41,807 (2015) and 41,181 (2014) |
418 | 412 | ||||||
Additional paid-in capital |
415,793 | 393,174 | ||||||
Retained earnings |
834,823 | 789,428 | ||||||
Accumulated other comprehensive loss |
(87,452 | ) | (80,268 | ) | ||||
|
|
|
|
|||||
Total stockholders equity |
1,163,582 | 1,102,746 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders equity |
$ | 2,437,064 | $ | 2,430,527 | ||||
|
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|