Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to                    
Commission file number 001-14875
 
 
FTI CONSULTING, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
Maryland
52-1261113
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
 
 
555 12th Street NW
Washington, D.C.
20004
(Address of Principal Executive Offices)
(Zip Code)
(202) 312-9100
(Registrant’s telephone number, including area code)
 
  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer
Accelerated filer
 
 
 
 
Non-accelerated filer
☐  
Smaller reporting company
 
 
 
 
 
 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 
Class
Outstanding at April 18, 2019
Common stock, par value $0.01 per share
38,010,709
 



FTI CONSULTING, INC. AND SUBSIDIARIES
INDEX
 
 
 
Page 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2


PART I—FINANCIAL INFORMATION
FTI Consulting, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except per share data)
Item 1.
Financial Statements
 
 
March 31,
 
December 31,
 
2019
 
2018
Assets
(Unaudited)
 
 
Current assets
 

 
 

Cash and cash equivalents
$
179,241

 
$
312,069

Accounts receivable:
 
 
 
Billed receivables
504,003

 
437,797

Unbilled receivables
389,805

 
319,205

Allowance for doubtful accounts and unbilled services
(237,681
)
 
(202,394
)
Accounts receivable, net
656,127

 
554,608

Current portion of notes receivable
29,206

 
29,228

Prepaid expenses and other current assets
56,640

 
69,448

Total current assets
921,214

 
965,353

Property and equipment, net
84,522

 
84,577

Operating lease assets
146,389

 

Goodwill
1,174,742

 
1,172,316

Other intangible assets, net
32,876

 
34,633

Notes receivable, net
75,148

 
84,471

Other assets
30,010

 
37,771

Total assets
$
2,464,901

 
$
2,379,121

Liabilities and Stockholders' Equity
 
 
 
Current liabilities
 
 
 
Accounts payable, accrued expenses and other
$
128,642

 
$
104,600

Accrued compensation
212,423

 
333,536

Billings in excess of services provided
50,400

 
44,434

Total current liabilities
391,465

 
482,570

Long-term debt, net
268,037

 
265,571

Noncurrent operating lease liabilities
173,874

 

Deferred income taxes
163,303

 
155,088

Other liabilities
66,200

 
127,067

Total liabilities
1,062,879

 
1,030,296

Commitments and contingent liabilities (Note 10)


 


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 — 38,027 (2019) and 38,147 (2018)
380

 
381

Additional paid-in capital
284,864

 
299,534

Retained earnings
1,259,372

 
1,196,727

Accumulated other comprehensive loss
(142,594
)
 
(147,817
)
Total stockholders' equity
1,402,022

 
1,348,825

Total liabilities and stockholders' equity
$
2,464,901

 
$
2,379,121

 
See accompanying notes to condensed consolidated financial statements

3


FTI Consulting, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(in thousands, except per share data)
(Unaudited)
 
 
 
Three Months Ended March 31,
 
 
2019
 
2018
Revenues
 
$
551,274

 
$
497,774

Operating expenses
 
 
 
 
Direct cost of revenues
 
349,066

 
321,117

Selling, general and administrative expenses
 
113,185

 
112,128

Amortization of other intangible assets
 
1,861

 
2,270

 
 
464,112

 
435,515

Operating income
 
87,162

 
62,259

Other income (expense)
 
 

 
 

Interest income and other
 
159

 
(1,800
)
Interest expense
 
(4,746
)
 
(6,244
)
 
 
(4,587
)
 
(8,044
)
Income before income tax provision
 
82,575

 
54,215

Income tax provision
 
19,930

 
15,270

Net income
 
$
62,645

 
$
38,945

Earnings per common share — basic
 
$
1.69

 
$
1.06

Earnings per common share — diluted
 
$
1.64

 
$
1.04

Other comprehensive income, net of tax
 
 
 
 
Foreign currency translation adjustments, net of tax
   expense of $0
 
$
5,223

 
$
10,446

Total other comprehensive income, net of tax
 
5,223

 
10,446

Comprehensive income
 
$
67,868

 
$
49,391

 
See accompanying notes to condensed consolidated financial statements

4


FTI Consulting, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands)
(Unaudited)
 
 
Common Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
 
 
Shares
 
Amount
 
 
 
 
Total
Balance at December 31, 2018
38,147

 
$
381

 
$
299,534

 
$
1,196,727

 
$
(147,817
)
 
$
1,348,825

Net income

 
$

 
$

 
$
62,645

 
$

 
$
62,645

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
Cumulative translation adjustment

 

 

 

 
5,223

 
5,223

Issuance of common stock in
  connection with:
 
 
 
 
 
 
 
 
 
 
 
Exercise of options
55

 
1

 
2,211

 

 

 
2,212

           Restricted share grants, less net
             settled shares of 38
153

 
1

 
(2,740
)
 

 

 
(2,739
)
           Stock units issued under incentive
             compensation plan

 

 
1,346

 

 

 
1,346

Purchase and retirement of common
   stock
(328
)
 
(3
)
 
(21,880
)
 

 

 
(21,883
)
Share-based compensation

 

 
6,393

 

 

 
6,393

Balance at March 31, 2019
38,027

 
$
380

 
$
284,864

 
$
1,259,372

 
$
(142,594
)
 
$
1,402,022


 
Common Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
 
 
Shares
 
Amount
 
 
 
 
Total
Balance at December 31, 2017
37,729

 
$
377

 
$
266,035

 
$
1,045,774

 
$
(120,215
)
 
$
1,191,971

Net income

 
$

 
$

 
$
38,945

 
$

 
$
38,945

Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
Cumulative translation adjustment

 

 

 

 
10,446

 
10,446

Issuance of common stock in
  connection with:
 
 
 
 
 
 
 
 
 
 
 
Exercise of options
153

 
1

 
5,793

 

 

 
5,794

           Restricted share grants, less net
             settled shares of 35
175

 
2

 
(1,581
)
 

 

 
(1,579
)
           Stock units issued under incentive
             compensation plan

 

 
1,059

 

 

 
1,059

Purchase and retirement of common
   stock
(337
)
 
(3
)
 
(14,217
)
 

 

 
(14,220
)
Cumulative effect due to adoption of new accounting standard

 

 

 
342

 

 
342

Share-based compensation

 

 
4,676

 

 

 
4,676

Balance at March 31, 2018
37,720

 
$
377

 
$
261,765

 
$
1,085,061

 
$
(109,769
)
 
$
1,237,434

 
See accompanying notes to condensed consolidated financial statements

5


FTI Consulting, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
 
 
Three Months Ended March 31,
Operating activities
2019
 
2018
Net income
$
62,645

 
$
38,945

Adjustments to reconcile net income to net cash used in operating
   activities:
 
 
 
Depreciation and amortization
7,066

 
7,765

Amortization and impairment of other intangible assets
1,861

 
2,270

Acquisition-related contingent consideration
93

 
396

Provision for doubtful accounts
3,784

 
5,676

Non-cash share-based compensation
6,393

 
4,676

Amortization of debt discount and issuance costs
2,860

 
497

Other
(42
)
 
94

Changes in operating assets and liabilities, net of effects from
   acquisitions:
 
 
 
Accounts receivable, billed and unbilled
(95,746
)
 
(61,677
)
Notes receivable
9,653

 
2,622

Prepaid expenses and other assets
5,979

 
(378
)
Accounts payable, accrued expenses and other
(450
)
 
9,348

Income taxes
11,286

 
13,480

Accrued compensation
(123,260
)
 
(92,501
)
Billings in excess of services provided
5,792

 
(413
)
Net cash used in operating activities
(102,086
)
 
(69,200
)
Investing activities
 
 
 
Purchases of property and equipment
(10,153
)
 
(7,680
)
Other
72

 
27

Net cash used in investing activities
(10,081
)
 
(7,653
)
Financing activities
 
 
 
Borrowings under revolving line of credit, net

 
45,000

Deposits
1,003

 
1,431

Purchase and retirement of common stock
(21,883
)
 
(14,220
)
Net issuance of common stock under equity compensation plans
(605
)
 
4,215

Payments for business acquisition liabilities
(1,282
)
 
(2,502
)
Net cash provided by (used in) financing activities
(22,767
)
 
33,924

Effect of exchange rate changes on cash and cash equivalents
2,106

 
5,012

Net decrease in cash and cash equivalents
(132,828
)
 
(37,917
)
Cash and cash equivalents, beginning of period
312,069

 
189,961

Cash and cash equivalents, end of period
$
179,241

 
$
152,044

Supplemental cash flow disclosures
 
 
 
Cash paid for interest
$
3,450

 
$
1,087

Cash paid for income taxes, net of refunds
$
8,644

 
$
1,688

Non-cash investing and financing activities:
 
 
 
Issuance of stock units under incentive compensation plans
$
1,346

 
$
1,059

 
See accompanying notes to condensed consolidated financial statements

6


FTI Consulting, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(dollar and share amounts in tables in thousands, except per share data)
(Unaudited)
 
1. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements of FTI Consulting, Inc., including its consolidated subsidiaries (collectively, the “Company,” “we,” “our” or “FTI Consulting”), presented herein, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and under the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Some of the information and footnote disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. Certain prior period amounts have been reclassified to conform to the current period presentation. In management’s opinion, the interim financial statements reflect all adjustments that are necessary for a fair presentation of the results for the interim periods presented. All adjustments made were normal recurring accruals. Results of operations for the interim periods presented herein are not necessarily indicative of results of operations for a full year. These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC.  
Leases
As of January 1, 2019, the Company adopted Accounting Standards Update ("ASU") 2016-02, Leases ("ASC 842"), which supersedes existing lease guidance. The standards require us to record right-of-use ("ROU") assets and corresponding lease liabilities on the balance sheet, as well as, disclose key quantitative and qualitative information about our lease contracts.
Under ASC 842, we determine if a contract is a leasing arrangement at inception. ROU assets represent our right to control the use of an identified asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We use the incremental borrowing rate on the commencement date in determining the present value of our lease payments. We recognize operating lease expense for our operating leases on a straight-line basis over the lease term, which may include renewal or termination options that are reasonably certain of exercise.
Lease and non-lease components are accounted for together as a single lease component for operating leases associated with our office space and our equipment leases. We apply a portfolio approach for certain equipment leases to effectively account for the operating lease ROU assets and liabilities.
2. New Accounting Standards
 Recently Adopted Accounting Standards
In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases , which was amended in some respects by subsequent ASUs. We adopted ASC 842 using the modified retrospective basis for reporting. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed us to carry forward the historical lease classification for existing leases on the adoption date, and allowed us not to reassess whether an existing contract contains a lease or initial direct costs. As permitted by the guidance, prior comparative periods will not be adjusted under this method.
See Note 1, "Basis of Presentation and Significant Accounting Policies" for a description of the significant accounting policies for our operating leases. See Note 9, "Leases" for the disclosures required under ASC 842. The adoption of this standard resulted in recognition of ROU assets in the amount of $148.5 million and lease liabilities in the amount of $206.7 million for operating leases on our Condensed Consolidated Balance Sheets as of January 1, 2019. Our existing deferred rent and cease-use liabilities were $62.3 million as of December 31, 2018 and were included as a reduction to the initial measurement of our operating lease assets. Our existing prepaid rent balance was $4.1 million as of December 31, 2018 and was included as a reduction to the initial measurement of our operating lease liabilities. There was no material impact on the Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Statements of Stockholders’ Equity or Condensed Consolidated Statements of Cash Flows.

7


Accounting Standards Not Yet Adopted
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value measurements. The guidance promotes a framework to help improve the effectiveness of disclosures in the notes and is effective for annual and interim periods beginning after December 15, 2019, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which requires the Company to capitalize implementation costs of a hosting arrangement that is a service contract and expense those costs over the term of the hosting arrangement. The guidance is effective for annual and interim periods beginning after December 15, 2019 although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements.
3. Earnings Per Common Share
Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share adjusts basic earnings per common share for the effects of potentially dilutive common shares. Potentially dilutive common shares include the dilutive effects of shares issuable under our equity compensation plans, including stock options and restricted shares, each using the treasury stock method.
Because we expect to settle the principal amount of the outstanding 2.0% convertible senior notes due 2023 ("2023 Convertible Notes") in cash, we use the treasury stock method for calculating the potential dilutive effect of the conversion feature on earnings per common share, if applicable. The conversion feature will have a dilutive impact on earnings per common share when the average market price of our common stock for a given period exceeds the conversion price of $101.38 per share. As we did not meet this threshold during the three months ended March 31, 2019, any shares of common stock potentially issuable upon conversion of the 2023 Convertible Notes are excluded from the calculation of diluted earnings per share.
 
Three Months Ended March 31,
 
2019
 
2018
Numerator — basic and diluted
 
 
 
Net income
$
62,645

 
$
38,945

Denominator
 
 
 
Weighted average number of common shares outstanding — basic
36,981

 
36,700

Effect of dilutive stock options
431

 
303

Effect of dilutive restricted shares
807

 
609

Weighted average number of common shares outstanding — diluted
38,219

 
37,612

Earnings per common share — basic
$
1.69

 
$
1.06

Earnings per common share — diluted
$
1.64

 
$
1.04

Antidilutive stock options and restricted shares
49

 
613

4. Revenues
We generate the majority of our revenues by providing consulting services to our clients. Most of our consulting service contracts are based on one of the following types of arrangements:
Time and expense arrangements require the client to pay us based on the number of hours worked at contractually agreed-upon rates. We recognize revenues for these arrangements based on hours incurred and contracted rates utilizing a right-to-invoice practical expedient because we have a right to consideration for services completed to date.
Fixed fee arrangements require the client to pay a pre-established fee in exchange for a predetermined set of professional services. We recognize revenues for these arrangements based on the proportional performance related to individual performance obligations within each arrangement; however, these arrangements generally have one performance obligation.

8


Performance-based or contingent arrangements represent forms of variable consideration. In these arrangements, our fees are based on the attainment of contractually defined objectives with our client, such as completing a business transaction or assisting the client in achieving a specific business objective. We recognize revenues earned to date by applying the proportional performance method.
Revenues are recognized when we satisfy a performance obligation by transferring services promised in a contract to a customer and in an amount that reflects the consideration that we expect to receive in exchange for those services. Performance obligations in our contracts represent distinct or separate services that we provide to our customers.
Revenues recognized during the current period may include revenues from performance obligations satisfied or partially satisfied in previous periods. This primarily occurs when the estimated transaction price has changed based on our current probability assessment over whether the agreed-upon outcome for our performance-based and contingent arrangements will be achieved. The aggregate amount of revenues recognized related to a change in the transaction price during the three months ended March 31, 2019 and 2018 was $6.4 million and $3.7 million, respectively.
Unfulfilled performance obligations represent the remaining contract transaction prices allocated to the performance obligations that are unsatisfied. Unfulfilled performance obligations primarily consist of fees not yet recognized on a proportional performance basis for fixed fee arrangements and performance-based and contingent arrangements. As of March 31, 2019 and December 31, 2018, the aggregate amount of the remaining contract transaction price allocated to unfulfilled performance obligations was $7.3 million and $8.8 million, respectively. We expect to recognize the majority of the related revenues over the next 24 months.
Contract assets are defined as assets for which we have recorded revenue but are not yet entitled to receive our fees because certain events, such as completion of the measurement period or client approval, must occur. The contract asset balance was $2.1 million as of March 31, 2019 and $2.4 million as of December 31, 2018.
Contract liabilities are defined as liabilities incurred when we have received consideration but have not yet performed the agreed upon services. This may occur when clients pay us upfront fees before we begin work for them. The contract liability balance was immaterial as of March 31, 2019 and December 31, 2018.
5. Accounts Receivable and Allowance for Doubtful Accounts
Timing of revenue recognition often differs from the timing of billing to our customers. Generally, we transfer goods or services to a customer before the customer pays consideration or payment is due. If we have an unconditional right to invoice and receive payment for goods or services already provided, we record billed and unbilled receivables on our Condensed Consolidated Balance Sheets. Payment terms and conditions vary depending on the jurisdiction, market and type of service and whether regulatory or other third-party approvals are required. In addition, contracts may be negotiated per the client’s request, or at times we are asked to execute contracts in a form provided by customers that might include different terms. Our standard contract terms generally include a requirement of payment within 30 days where no contingencies exist.
We record adjustments to the allowance for doubtful accounts and unbilled services as a reduction in revenues when there are changes in estimates of fee reductions, such as those fee reductions imposed by bankruptcy courts and other regulatory institutions for both billed and unbilled receivables. The allowance for doubtful accounts and unbilled services is also adjusted after the related work has been billed to the client and we discover that collectability is not reasonably assured. These adjustments are recorded to “Selling, general and administrative expenses” ("SG&A") on the Condensed Consolidated Statements of Comprehensive Income. Our bad debt expense totaled $3.8 million and $5.7 million for the three months ended March 31, 2019 and 2018, respectively.

9


6. Goodwill and Other Intangible Assets
Goodwill
The table below summarizes the changes in the carrying amount of goodwill by reportable segment:   
 
Corporate
Finance &
Restructuring
 
Forensic and
Litigation
Consulting
 
Economic
Consulting
 
Technology
 
Strategic
Communications
 
Total
Balance at December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
Goodwill
$
450,997

 
$
231,537

 
$
268,547

 
$
96,723

 
$
318,651

 
$
1,366,455

Accumulated goodwill impairment

 

 

 

 
(194,139
)
 
(194,139
)
Goodwill, net at December 31, 2018
450,997


231,537


268,547


96,723


124,512


1,172,316

Foreign currency translation adjustment and other
244

 
447

 
95

 
37

 
1,603

 
2,426

Balance at March 31, 2019
 
 
 
 
 
 
 
 
 
 
 
Goodwill
451,241


231,984


268,642


96,760

 
320,254

 
1,368,881

Accumulated goodwill impairment

 

 

 

 
(194,139
)
 
(194,139
)
Goodwill, net at March 31, 2019
$
451,241


$
231,984


$
268,642


$
96,760


$
126,115


$
1,174,742

Other Intangible Assets
Other intangible assets with finite lives, comprised primarily of customer relationships, are amortized over their estimated useful lives. We recorded amortization expense of $1.9 million and $2.3 million for the three months ended March 31, 2019 and 2018, respectively.
We estimate our future amortization expense for our intangible assets with finite lives to be as follows: 
Year
As of
March 31, 2019(1)
2019 (remaining)
$
5,470

2020
7,214

2021
6,685

2022
4,907

2023
1,689

Thereafter
1,811

 
$
27,776


(1) 
Actual amortization expense to be reported in future periods could differ from these estimates because of new intangible asset acquisitions, changes in useful lives or other relevant factors or changes.

10


7. Financial Instruments
The following table presents the carrying amounts and estimated fair values of our financial instruments by hierarchy level as of March 31, 2019 and December 31, 2018:
 
March 31, 2019
 
 
 
Hierarchy Level
 
Carrying
Amount
 
Level 1
 
Level 2
 
Level 3
Liabilities
 
 
 
 
 
 
 
Acquisition-related contingent consideration, including
current portion (1)
$
2,960

 
$

 
$

 
$
2,960

Long-term debt
316,250

 

 
317,783

 

Total
$
319,210

 
$

 
$
317,783

 
$
2,960

 
December 31, 2018
 
 
 
Hierarchy Level
 
Carrying
Amount
 
Level 1
 
Level 2
 
Level 3
Liabilities
 
 
 
 
 
 
 
Acquisition-related contingent consideration, including
current portion (1)
$
2,960

 
$

 
$

 
$
2,960

Long-term debt
316,250

 

 
291,837

 

Total
$
319,210

 
$

 
$
291,837

 
$
2,960

 
(1) 
The short-term portion is included in “Accounts payable, accrued expenses and other,” and the long-term portion is included in “Other liabilities” on the Condensed Consolidated Balance Sheets.  
The fair values of financial instruments not included in this table are estimated to be equal to their carrying values as of March 31, 2019 and December 31, 2018.
We estimate the fair value of our 2023 Convertible Notes based on their last actively traded prices. The fair value of our debt is classified within Level 2 of the fair value hierarchy because it is traded in less active markets.
We estimate the fair value of acquisition-related contingent consideration using a probability-weighted discounted cash flow model. This fair value estimate represents a Level 3 measurement as it is based on significant inputs not observed in the market and reflect our own assumptions. The significant unobservable inputs used in the fair value measurements of our acquisition-related contingent consideration are our measures of the future profitability and related cash flows and discount rates. The fair value of the contingent consideration is reassessed at each reporting period by the Company based on additional information as it becomes available.
Any change in the fair value of an acquisition’s contingent consideration liability results in a remeasurement gain or loss that is recorded in “Selling, general and administrative expenses” on the Consolidated Statements of Comprehensive Income. During the three months ended March 31, 2019 and 2018, there was no change in the estimated fair value of future expected contingent consideration payments.

11


8. Debt
The table below summarizes the components of the Company’s debt: 
 
March 31, 2019
 
December 31, 2018
2023 Convertible Notes
$
316,250

 
$
316,250

Total debt
316,250

 
316,250

Less: deferred debt discount
(41,890
)
 
(43,998
)
Less: deferred debt issue costs
(6,323
)
 
(6,681
)
Long-term debt, net (1)
$
268,037

 
$
265,571

Additional paid-in capital
$
35,306

 
$
35,306

Discount attribution to equity
(1,175
)
 
(1,175
)
Equity component, net
$
34,131

 
$
34,131

 
(1) 
There were no current portions of long-term debt as of March 31, 2019 and December 31, 2018.
2023 Convertible Notes
On August 20, 2018, we issued the 2023 Convertible Notes with an aggregate principal amount of $316.3 million. The 2023 Convertible Notes bear interest at a fixed rate of 2.0% per year, payable semiannually in arrears on February 15th and August 15th of each year and will mature on August 15, 2023, unless earlier converted or repurchased. The 2023 Convertible Notes are senior unsecured obligations of the Company.
The 2023 Convertible Notes are convertible at an initial conversion rate of 9.8643 shares of our common stock per $1,000 principal amount of the 2023 Convertible Notes (equivalent to an initial conversion price of approximately $101.38 per share of common stock). The circumstances required to allow the holders to convert their 2023 Convertible Notes were not met as of March 31, 2019.
The excess of the principal amount of the liability over its carrying amount ("debt discount") is amortized to interest expense over the term of the 2023 Convertible Notes using the effective interest rate method.
We incurred debt issue costs and allocated the total amount to the liability and equity components of the 2023 Convertible Notes based on their relative values. The debt issue costs attributable to the liability component are amortized to interest expense over the term of the 2023 Convertible Notes using the effective interest rate method. Issuance costs attributable to the equity component were netted with the equity component in stockholders' equity.
The table below summarizes the amount of interest cost recognized by us for both the contractual interest expense and amortization of the debt discount for the 2023 Convertible Notes:
 
 
Three Months Ended March 31,
 
 
2019
 
2018
 
 
(in thousands)
Contractual interest expense
 
$
1,581

 
$

Amortization of debt discount (1)
 
2,108

 

Total
 
$
3,689

 
$

 
(1) 
The effective interest rate of the liability component was 5.45% as of March 31, 2019. 
Credit Facility
On June 26, 2015, we entered into a credit agreement, which provides for a $550.0 million senior secured bank revolving credit facility (“Original Credit Facility”) maturing on June 26, 2020. In November 2018, we amended and restated the credit agreement to, among other things, extend the maturity of the Original Credit Facility to November 30, 2023 and

12


incurred an additional $1.7 million of debt issuance costs (the Original Credit Facility as amended and restated, the “Credit Facility”). There were no borrowings outstanding under the Credit Facility as of March 31, 2019 and December 31, 2018. Additionally, $1.0 million of the borrowing limit under the Credit Facility was utilized for letters of credit as of March 31, 2019. 

There were $3.2 million and $3.6 million of unamortized debt issue costs related to the Credit Facility as of March 31, 2019 and December 31, 2018, respectively. These amounts were included in “Other assets” on our Condensed Consolidated Balance Sheets.
9. Leases
We lease office space and equipment under non-cancelable operating leases. We recognize operating lease expense on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to seven years. The exercise of lease renewal options is at our sole discretion. Certain of our lease agreements include rental payments that are adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The table below summarizes the carrying amount of our operating lease assets and liabilities:
Leases
 
Classification
 
As of
March 31, 2019
Assets
 
 
 
 
  Operating lease assets
 
Operating lease assets
 
$
146,389

Total lease assets
 
 
 
$
146,389

Liabilities
 
 
 
 
Current
 
 
 
 
  Operating lease liabilities
 
Accounts payable, accrued expenses and other
 
$
28,925

Noncurrent
 
 
 
 
  Operating lease liabilities
 
Noncurrent operating lease liabilities
 
173,874

Total lease liabilities
 
 
 
$
202,799


The table below summarizes total lease cost for the three months ended March 31, 2019:
 
 
Three Months Ended March 31,
Lease Cost
 
2019
Operating lease costs
 
$
10,865

Short-term lease costs
 
863

Variable lease costs
 
3,013

Sublease income
 
(1,197
)
Total lease cost
 
$
13,544


We sublease certain of our leased office spaces to third parties. Our sublease portfolio consists of leases of office space that we have abandoned before the lease term expiration. Operating lease expense on abandoned office space is reduced by sublease rental income, which is recorded to SG&A expenses on the Condensed Consolidated Statements of Comprehensive Income. Our sublease arrangements do not contain renewal options or restrictive covenants. We estimate that future sublease rental income to be $3.7 million in 2019, $4.6 million in 2020, $4.2 million in 2021, $0.7 million in 2022, $0.6 million in 2023 and $0.9 million in years beyond 2023.


13


The maturity analysis below summarizes the remaining future undiscounted cash flows for our operating leases, a reconciliation to operating lease liabilities reported on the Condensed Consolidated Balance Sheet, our weighted-average remaining lease term and weighted average discount rate:
 
As of
March 31, 2019
 
2019
$
29,415

2020
47,363

2021
45,395

2022
26,364

2023
22,038

Thereafter
83,068

   Total future lease payments
253,643

   Less: imputed interest
(50,844
)
Total
$
202,799

 
 
Weighted Average Remaining Lease Term (years)
 
   Operating leases
6.5

 
 
Weighted Average Discount Rate
 
   Operating leases
6.2
%

The table below summarizes cash paid for our operating lease liabilities and other non-cash information:
 
Three Months Ended
March 31,
 
2019
Cash paid for amounts included in the measurement of operating lease liabilities
$
11,535

 
 
Operating lease assets obtained in exchange for lease liabilities
$
4,045

Operating Lease Commitments
Under Topic 840, our future minimum payments for all operating lease obligations that have initial non-cancelable lease terms exceeding one year, net of rental income from subleases as of December 31, 2018 were as follows:
 
Operating Leases
 
Sublease Rental Income
 
2019
$
49,757

 
$
4,760

2020
47,084

 
3,944

2021
44,480

 
3,864

2022
24,471

 
707

2023
20,309

 
614

Thereafter
75,190

 
939

Total
$
261,291

 
$
14,828

10. Commitments and Contingencies
We are subject to legal actions arising in the ordinary course of business. In management’s opinion, we believe we have adequate legal defenses and/or insurance coverage with respect to the eventuality of such actions. We do not believe any settlement or judgment relating to any pending legal action would materially affect our financial position or results of operations.  

14


11. Share-Based Compensation
During the three months ended March 31, 2019, we granted 112,660 restricted stock awards, 18,240 restricted stock units and 113,124 performance-based restricted stock units. These awards are recorded as equity on the Condensed Consolidated Balance Sheets. During the three months ended March 31, 2019, stock options exercisable for up to 661 shares and 22,479 shares of restricted stock were forfeited prior to the completion of the applicable vesting requirements.
Total share-based compensation expense, net of forfeitures, for the three months ended March 31, 2019 and 2018 is detailed in the following table:   
 
 
Three Months Ended March 31,
Income Statement Classification
 
2019
 
2018
Direct cost of revenues
 
$
5,243

 
$
3,779

Selling, general and administrative expenses
 
2,432

 
2,189

Total share-based compensation expense

$
7,675


$
5,968

12. Stockholders’ Equity
On June 2, 2016, our Board of Directors authorized a stock repurchase program of up to $100.0 million (the “Repurchase Program”). On each of May 18, 2017, December 1, 2017 and February 21, 2019, our Board of Directors authorized an additional $100.0 million, respectively, increasing the Repurchase Program to an aggregate authorization of $400.0 million. No time limit has been established for the completion of the Repurchase Program, and the Repurchase Program may be suspended, discontinued or replaced by the Board of Directors at any time without prior notice. As of March 31, 2019, we have $150.7 million available under the Repurchase Program to repurchase additional shares.
The following table details our stock repurchases under the Repurchase Program: 
 
Three Months Ended March 31,
 
2019
 
2018
Shares of common stock repurchased and retired
328

 
337

Average price paid per share
$
66.70

 
$
42.17

Total cost
$
21,877

 
$
14,213

  
13. Segment Reporting
We manage our business in five reportable segments: Corporate Finance & Restructuring ("Corporate Finance"), Forensic and Litigation Consulting ("FLC"), Economic Consulting, Technology and Strategic Communications.
Our Corporate Finance segment focuses on the strategic, operational, financial and capital needs of our clients around the world and delivers a wide range of service offerings related to restructuring, business transformation and transaction support. Our restructuring practice includes corporate restructuring, including bankruptcy and interim management services. Our business transformation and transactions practices include financings, mergers and acquisitions (“M&A”), M&A integration, valuations and tax advice, as well as financial, operational and performance improvement services.
Our FLC segment provides law firms, companies, government clients and other interested parties with multidisciplinary, independent dispute advisory, investigations, data analytics, forensic accounting, business intelligence and risk mitigation services, as well as interim management and performance improvement services for our health solutions practice clients.
Our Economic Consulting segment provides law firms, companies, government entities and other interested parties with analysis of complex economic issues for use in legal, regulatory and international arbitration proceedings, strategic decision making and public policy debates in the U.S. and around the world.
Our Technology segment provides corporations and law firms with a comprehensive and global portfolio of consulting and services for information governance, privacy and security, electronic discovery ("e-discovery") and insight analytics. Our consulting expertise enables clients to more confidently govern, secure, find, analyze and rapidly understand their data in the context of compliance and risk.

15


Our Strategic Communications segment designs and executes communications strategies for management teams and boards of directors to help them seize opportunities, manage financial, regulatory and reputational challenges, navigate market disruptions, articulate their brand, stake a competitive position, and preserve and grow their operations.
We evaluate the performance of our operating segments based on Adjusted Segment EBITDA, a GAAP financial measure. 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, a non-GAAP financial measure, 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 reflects current core operating performance and provides an indicator of the segment’s ability to generate cash.
The table below presents revenues and Adjusted Segment EBITDA for our reportable segments:
 
Three Months Ended March 31,
 
2019
 
2018
Revenues
 
 
 
Corporate Finance
$
160,966

 
$
142,922

FLC
138,997

 
128,039

Economic Consulting
142,271

 
133,109

Technology
51,336

 
40,914

Strategic Communications
57,704

 
52,790

Total revenues
$
551,274


$
497,774

Adjusted Segment EBITDA
 
 
 
Corporate Finance
$
37,361

 
$
34,804

FLC
31,817

 
25,757

Economic Consulting
24,040

 
19,136

Technology
12,723

 
5,732

Strategic Communications
11,549

 
9,852

Total Adjusted Segment EBITDA
$
117,490


$
95,281

The table below reconciles net income to Total Adjusted Segment EBITDA: 
 
Three Months Ended March 31,
 
2019
 
2018
Net income
$
62,645

 
$
38,945

Add back:
 
 
 
Income tax provision
19,930

 
15,270

Interest income and other
(159
)
 
1,800

Interest expense
4,746

 
6,244

Unallocated corporate expenses 
22,103

 
23,888

Segment depreciation expense
6,364

 
6,864

Amortization of intangible assets
1,861

 
2,270

Total Adjusted Segment EBITDA
$
117,490


$
95,281


16


Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion and analysis of our consolidated financial condition, results of operations, liquidity and capital resources for the three months ended March 31, 2019 and 2018 and significant factors that could affect our prospective financial condition and results of operations. This discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes and with our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”). In addition to historical information, the following discussion includes forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations and intentions. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, these expectations or any of the forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements.  
BUSINESS OVERVIEW
FTI Consulting, Inc. ("FTI Consulting," "we," "us" or the "Company") is a global business advisory firm dedicated to helping organizations manage change, mitigate risk and resolve disputes: financial, legal, operational, political and regulatory, reputational and transactional. Individually, each of our practices is staffed with experts recognized for the depth of their knowledge and a track record of making an impact. Collectively, FTI Consulting offers a comprehensive suite of services designed to assist clients across the business cycle, from proactive risk management and rapid response to unexpected events and dynamic environments.  
We report financial results for the following five reportable segments:
Our Corporate Finance & Restructuring (“Corporate Finance”) segment focuses on the strategic, operational, financial and capital needs of our clients around the world and delivers a wide range of service offerings related to restructuring, business transformation and transaction support. Our restructuring practice includes corporate restructuring, including bankruptcy and interim management services. Our business transformation and transactions practices include financings, mergers and acquisitions ("M&A"), M&A integration, valuations and tax advice, as well as financial, operational and performance improvement services.
Our Forensic and Litigation Consulting (“FLC”) segment provides law firms, companies, government clients and other interested parties with multidisciplinary, independent dispute advisory, investigations, data analytics, forensic accounting, business intelligence and risk mitigation services, as well as interim management and performance improvement services for our health solutions practice clients.
Our Economic Consulting segment provides law firms, companies, government entities and other interested parties with analysis of complex economic issues for use in legal, regulatory and international arbitration proceedings, strategic decision making and public policy debates in the United States ("U.S.") and around the world.
Our Technology segment provides corporations and law firms with a comprehensive and global portfolio of consulting and services for information governance, privacy and security, electronic discovery ("e-discovery") and insight analytics. Our consulting expertise enables clients to more confidently govern, secure, find, analyze and rapidly understand their data in the context of compliance and risk.
Our Strategic Communications segment designs and executes communications strategies for management teams and boards of directors to help them seize opportunities, manage financial, regulatory and reputational challenges, navigate market disruptions, articulate their brand, stake a competitive position, and preserve and grow their operations.
We derive substantially all of our revenues from providing professional services to both U.S. and global clients. Most of our services are rendered under time and expense arrangements that obligate the client to pay us a fee for the hours that we incur at agreed-upon rates. Under this arrangement, we typically bill our clients for reimbursable expenses, which may include the cost of producing our work product and other direct expenses that we incur on behalf of the client, such as travel costs. We also render services for which certain clients may be required to pay us a fixed-fee or recurring retainer. These arrangements are generally cancelable at any time. Some of our engagements contain performance-based arrangements in which we earn a contingent or success fee when and if certain predefined outcomes occur. This type of success fee may supplement a time and expense or fixed-fee arrangement. Success fee revenues may cause variations in our revenues and operating results due to the timing of when achieving the performance-based criteria becomes probable. Seasonal factors, such as the timing of our employees’ and clients’ vacations and holidays, may impact the timing of our revenues across our segments.

17


In our Technology segment, certain clients are billed based on the amount of data stored on our electronic systems, the volume of information processed or the number of users licensing our Ringtail® software prior to its sale in September 2018, and our other software products. We licensed, and in some cases continue to license, certain products directly to end users, as well as indirectly through our channel partner relationships. Unit-based revenues are defined as revenues billed on a per item, per page or some other unit-based method and include revenues from data processing and hosting, software usage and software licensing. Unit-based revenues include revenues associated with our proprietary software that are made available to customers, either via a web browser (“on-demand”) or installed at our customer or partner locations (“on-premise”). On-demand revenues are charged on a unit or monthly basis and include, but are not limited to, processing and review related functions. On-premise revenues are composed of upfront license fees, with recurring support and maintenance.
Our financial results are primarily driven by:
the number, size and type of engagements we secure;
the rate per hour or fixed charges we charge our clients for services;
the utilization rates of the revenue-generating professionals we employ;
the timing of revenue recognition related to revenues subject to certain performance-based contingencies;
the number of revenue-generating professionals;
licensing of our software products and other technology services;
the types of assignments we are working on at different times;
the length of the billing and collection cycles; and
the geographic locations of our clients or locations in which services are rendered.
We define acquisition growth as revenues of acquired companies in the first 12 months following the effective date of an acquisition. Our definition of organic growth is the change in revenues, excluding the impact of all such acquisitions.
When significant, we identify the estimated impact of foreign currency translation (“FX”) driven by our businesses with functional currencies other than the U.S. Dollar (“USD”), on the period-to-period performance results. The estimated impact of FX is calculated as the difference between the prior period results multiplied by the average foreign currency exchange rates to USD in the current period and the prior period results, multiplied by the average foreign currency exchange rates to USD in the prior period.
Non-GAAP Financial Measures
In the accompanying analysis of financial information, we sometimes use information derived from consolidated and segment financial information that may not be presented in our financial statements or prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). Certain of these financial measures are considered not in conformity with GAAP ("non-GAAP financial measures”) under the SEC rules. Specifically, we have referred to the following non-GAAP financial measures:
Total Segment Operating Income
Adjusted EBITDA
Total Adjusted Segment EBITDA
Adjusted EBITDA Margin
Adjusted Net Income
Adjusted Earnings per Diluted Share
Free Cash Flow
We have included the definitions of Segment Operating Income and Adjusted Segment EBITDA below in order to more fully define the components of certain non-GAAP financial measures in the accompanying analysis of financial information. As

18


described in Note 13, “Segment Reporting” in Part I, Item 1, of this Quarterly Report on the Form 10-Q, we evaluate the performance of our operating segments based on Adjusted Segment EBITDA, and Segment Operating Income is a component of the definition of Adjusted Segment EBITDA.
We define Segment Operating Income, a GAAP financial measure, as a segment’s share of consolidated operating income. We define Total Segment Operating Income, which is a non-GAAP financial measure, 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 Segment EBITDA, a GAAP financial measure 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 as a basis to internally evaluate the financial performance of our segments because we believe it reflects current core operating performance and provides an indicator of the segment’s ability to generate cash. We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of total revenues.
We define Total Adjusted Segment EBITDA, which is a non-GAAP financial measure, as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses. We define Adjusted EBITDA, which is a non-GAAP financial measure, 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, gain or loss on sale of a business and losses on early extinguishment of debt. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with a more complete understanding of our operating results, including underlying trends. 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 financial measures, provide management and investors with additional information for comparison of our operating results with the operating results of other companies.
We define Adjusted Net Income and Adjusted Earnings per Diluted Share (“Adjusted EPS”), which are non-GAAP financial measures, as net income and earnings per diluted share ("EPS"), respectively, excluding the impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, losses on early extinguishment of debt, non-cash interest expense on convertible notes, gain or loss on sale of a business and the impact of adopting the 2017 U.S. Tax Cuts and Jobs Act (the “2017 Tax Act”). 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 these non-GAAP financial measures, when considered together with our GAAP financial results, provide management and investors with an additional understanding of our business operating results, including underlying trends.
We define Free Cash Flow, which is a non-GAAP financial measure, as net cash provided by operating activities less cash payments for purchases of property and equipment. We believe this non-GAAP financial measure, when considered together with our GAAP financial results, provides management and investors with an additional understanding of the Company’s ability to generate cash for ongoing business operations and other capital deployment.
Non-GAAP financial measures are not defined in the same manner by all companies and may not be comparable with 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 these non-GAAP financial measures to the most directly comparable GAAP financial measures are included elsewhere in this report.

19


EXECUTIVE HIGHLIGHTS
 
Three months ended March 31,
 
2019
 
2018
 
(dollar amounts in thousands,
except per share data)
Revenues
$
551,274

 
$
497,774

Net income
$
62,645

 
$
38,945

Adjusted EBITDA
$
96,089

 
$
72,294

Earnings per common share — diluted
$
1.64

 
$
1.04

Adjusted earnings per common share — diluted
$
1.63

 
$
1.04

Net cash used in operating activities
$
(102,086
)
 
$
(69,200
)
Total number of employees
4,893

 
4,629

First Quarter 2019 Executive Highlights
Revenues
Revenues for the three months ended March 31, 2019 increased $53.5 million, or 10.7%, to $551.3 million, as compared to the three months ended March 31, 2018. Excluding the estimated negative impact from FX, revenues increased $63.0 million, or 12.6%, compared to the prior year quarter. The increase in revenues was driven by higher demand across all business segments and across most regions, primarily in North America and Europe, the Middle East and Africa (“EMEA”).
Net income
Net income for the three months ended March 31, 2019 increased $23.7 million to $62.6 million, as compared to the three months ended March 31, 2018. This increase was largely due to higher operating profits across all segments, lower interest expense and a lower effective tax rate.
Adjusted EBITDA
Adjusted EBITDA for the three months ended March 31, 2019 increased $23.8 million, or 32.9%, to $96.1 million, as compared to the three months ended March 31, 2018. Adjusted EBITDA of 17.4% of revenues for the three months ended March 31, 2019 compared with 14.5% of revenues for the three months ended March 31, 2018. The increase in Adjusted EBITDA was due to higher revenues, which was partially offset by an increase in compensation and benefits expenses, primarily related to a 7.7% increase in billable headcount compared to the prior year quarter.
EPS and Adjusted EPS
EPS for the three months ended March 31, 2019 increased $0.60 to $1.64 compared to $1.04 for the three months ended March 31, 2018. The increase in EPS was primarily due to the operating results described above.
Adjusted EPS increased $0.59 to $1.63 for the three months ended March 31, 2019 compared to $1.04 for the three months ended March 31, 2018. Adjusted EPS excludes $2.1 million of non-cash interest expense related to the 2.0% convertible senior notes due 2023 ("2023 Convertible Notes"), which increased Adjusted EPS by $0.04, and a $2.1 million tax gain related to a change in accounting estimate for the September 2018 sale of the Ringtail software and related business ("Ringtail divestiture"), which decreased Adjusted EPS by $0.05.
Liquidity and capital allocation
Net cash used in operating activities for the three months ended March 31, 2019 increased $32.9 million to $102.1 million compared with $69.2 million for the three months ended March 31, 2018. The increase in cash used for operating activities was primarily due to higher annual bonus payments and an increase in salaries due to headcount growth, which was partially offset by higher cash collections resulting from higher revenues compared to the prior year period. Days sales outstanding (“DSO”) of 97 days at March 31, 2019 compared to 95 days at March 31, 2018.
Free Cash Flow was an outflow of $112.2 million and $76.9 million for the three months ended March 31, 2019 and 2018, respectively. The increase was primarily due to higher net cash used in operating activities, as described above.

20


Headcount
Our total headcount increased 2.6% from 4,768 at December 31, 2018 to 4,893 at March 31, 2019. The following table includes the net billable headcount additions (reductions) for the three months ended March 31, 2019:
Billable Headcount
Corporate
Finance
 
FLC
 
Economic Consulting
 
Technology
 
Strategic
Communications
 
Total
December 31, 2018
948

 
1,153

 
708

 
306

 
641

 
3,756

Additions, net
34

 
41

 
7

 
9

 
17

 
108

March 31, 2019
982

 
1,194

 
715

 
315

 
658

 
3,864

Percentage change in headcount from
  December 31, 2018
3.6
%
 
3.6
%
 
1.0
%
 
2.9
%
 
2.7
%
 
2.9
%
 
CONSOLIDATED RESULTS OF OPERATIONS
Segment and Consolidated Operating Results: 
 
Three Months Ended March 31,
 
2019
 
2018
 
(in thousands, except per share data)
Revenues
 
 
 
Corporate Finance
$
160,966

 
$
142,922

FLC
138,997

 
128,039

Economic Consulting
142,271

 
133,109

Technology
51,336

 
40,914

Strategic Communications
57,704

 
52,790

Total revenues
$
551,274

 
$
497,774

Segment operating income
 
 
 
Corporate Finance
$
35,684

 
$
33,211

FLC
30,440

 
24,330

Economic Consulting
22,489

 
17,648

Technology
10,436

 
2,593

Strategic Communications
10,216

 
8,365

Total segment operating income
109,265

 
86,147

Unallocated corporate expenses
(22,103
)
 
(23,888
)
Operating income
87,162

 
62,259

Other income (expense)
 
 
 
Interest income and other
159

 
(1,800
)
Interest expense
(4,746
)
 
(6,244
)
 
(4,587
)
 
(8,044
)
Income before income tax provision
82,575

 
54,215

Income tax provision
19,930

 
15,270

Net income
$
62,645

 
$
38,945

Earnings per common share — basic
$
1.69

 
$
1.06

Earnings per common share — diluted
$
1.64

 
$
1.04



21


Reconciliation of Net Income to Adjusted EBITDA: 
 
Three Months Ended March 31,
 
2019
 
2018
 
(in thousands)
Net income
$
62,645

 
$
38,945

Add back:
 
 
 
Income tax provision
19,930

 
15,270

Interest income and other
(159
)
 
1,800

Interest expense
4,746

 
6,244

Depreciation and amortization
7,066

 
7,765

Amortization of other intangible assets
1,861

 
2,270

Adjusted EBITDA
$
96,089

 
$
72,294

 
Reconciliation of Net Income and EPS to Adjusted Net Income and Adjusted EPS: 
 
Three Months Ended March 31,
 
2019
 
2018
 
(in thousands, except per share data)
Net income
$
62,645

 
$
38,945

Add back:
 
 
 
Non-cash interest expense on convertible notes
2,108

 

Tax impact of non-cash interest expense on convertible
    notes
(547
)
 

Tax impact of gain on sale of business (1)
(2,097
)
 

Adjusted net income
$
62,109

 
$
38,945

Earnings per common share — diluted
$
1.64

 
$
1.04

Add back:
 
 
 
Non-cash interest expense on convertible notes
0.05

 

Tax impact of non-cash interest expense on convertible
    notes
(0.01
)
 

Tax impact of gain on sale of business (1)
(0.05
)
 

Adjusted earnings per common share — diluted
$
1.63

 
$
1.04

Weighted average number of common shares
   outstanding — diluted
38,219

 
37,612

 
 
(1) 
Represents a discrete tax adjustment resulting from a change in estimate related to the accounting for the sale of Ringtail.
Reconciliation of Net Cash Used in Operating Activities to Free Cash Flow:
 
Three Months Ended March 31,
 
2019
 
2018
 
(in thousands)
Net cash used in operating activities
$
(102,086
)
 
$
(69,200
)
Purchases of property and equipment
(10,153
)
 
(7,680
)
Free Cash Flow
$
(112,239
)
 
$
(76,880
)

22


Three Months Ended March 31, 2019 Compared with Three Months Ended March 31, 2018
Revenues and operating income
See “Segment Results” for an expanded discussion of revenues, gross profit and SG&A expenses.
Unallocated corporate expenses
Unallocated corporate expenses for the three months ended March 31, 2019 decreased $1.8 million, or 7.5%, to $22.1 million compared to $23.9 million for the three months ended March 31, 2018. The decrease was primarily due to lower legal fees, as well as lower costs related to regional strategic initiatives, partially offset by an increase in variable compensation.
Interest income and other
Interest income and other, which includes FX gains and losses, increased $2.0 million to $0.2 million in income for the three months ended March 31, 2019 compared with a $1.8 million loss for the three months ended March 31, 2018. The increase was primarily due to a $0.8 million decrease in net FX losses and a $0.6 million increase in interest income from investments of excess cash.
FX transaction gains and losses, both realized and unrealized, relate to the remeasurement or settlement of monetary assets and liabilities that are denominated in a currency other than an entity’s functional currency. These monetary assets and liabilities include cash, as well as third-party and intercompany receivables and payables.
Interest expense
Interest expense for the three months ended March 31, 2019 decreased $1.5 million to $4.7 million compared to $6.2 million for the three months ended March 31, 2018. There were no borrowings under our senior secured bank revolving credit facility (“Credit Facility”) in 2019. In addition, the decrease in interest expense reflects lower average interest rates on the 2023 Convertible Notes outstanding in 2019 as compared to the 6.0% senior notes due 2022 outstanding in 2018.
Income tax provision
The effective income tax rate for the three months ended March 31, 2019 was 24.1% compared with 28.2% for the three months ended March 31, 2018. The 2019 tax rate was favorably impacted by discrete tax adjustments including a change in estimate related to the accounting for the sale of Ringtail and share-based compensation.
SEGMENT RESULTS
Total Adjusted Segment EBITDA
We evaluate the performance of our operating segments based on Adjusted Segment EBITDA. We define Total Adjusted Segment EBITDA, a non-GAAP financial measure, as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses. The following table reconciles Net Income to Total Adjusted Segment EBITDA for the three months ended March 31, 2019 and 2018:

23


 
Three Months Ended March 31,
 
2019
 
2018
 
(in thousands)
Net income
$
62,645

 
$
38,945

Add back:
 
 
 
Income tax provision
19,930

 
15,270

Interest income and other
(159
)
 
1,800

Interest expense
4,746

 
6,244

Unallocated corporate expenses
22,103

 
23,888

Total segment operating income
109,265

 
86,147

Add back:
 
 
 
Segment depreciation expense
6,364

 
6,864

Amortization of other intangible assets
1,861

 
2,270

Total Adjusted Segment EBITDA
$
117,490

 
$
95,281

Other Segment Operating Data
 
 
Three Months Ended March 31,
 
2019
 
2018
Number of revenue-generating professionals:
   (at period end)
 
 
 
Corporate Finance
982

 
910

FLC
1,194

 
1,072

Economic Consulting
715

 
689

Technology (1)
315

 
288

Strategic Communications
658

 
630

Total revenue-generating professionals
3,864

 
3,589

Utilization rates of billable professionals: (2)
 
 
 
Corporate Finance
70
%
 
71
%
FLC
67
%
 
67
%
Economic Consulting
77
%
 
71
%
Average billable rate per hour: (3)
 
 
 
Corporate Finance
$
443

 
$
444

FLC
$
336

 
$
326

Economic Consulting
$
511

 
$
543

 
(1) 
The number of revenue-generating professionals for the Technology segment excludes as-needed professionals who we employ based on demand for the segment’s services. We employed an average of 264 as-needed employees during the three months ended March 31, 2019 compared with 213 as-needed employees during the three months ended March 31, 2018.
(2) 
We calculate the utilization rate for our billable professionals by dividing the number of hours that all of our billable professionals worked on client assignments during a period by the total available working hours for all of our billable professionals during the same period. Available hours are determined by the standard hours worked by each employee, adjusted for part-time hours, U.S. standard work weeks and local country holidays. Available working hours include vacation and professional training days, but exclude holidays. Utilization rates are presented for our segments that primarily bill clients on an hourly basis. We have not presented utilization rates for our Technology and Strategic Communications segments as most of the revenues of these segments are not generated on an hourly basis.

24


(3) 
For engagements where revenues are based on number of hours worked by our billable professionals, average billable rate per hour is calculated by dividing revenues (excluding revenues from success fees, pass-through revenues and outside consultants) for a period by the number of hours worked on client assignments during the same period. We have not presented average billable rates per hour for our Technology and Strategic Communications segments as most of the revenues of these segments are not based on billable hours.
CORPORATE FINANCE & RESTRUCTURING
 
Three Months Ended March 31,
 
2019
 
2018
 
(dollars in thousands,
except rate per hour)
Revenues
$
160,966

 
$
142,922

Percentage change in revenues from prior year
12.6
%
 
35.0
%
Operating expenses
 
 
 
Direct cost of revenues
99,625

 
86,603

Selling, general and administrative expenses
24,890

 
22,317

Amortization of other intangible assets
767

 
791

 
125,282

 
109,711

Segment operating income
35,684

 
33,211

Percentage change in segment operating income
   from prior year
7.4
%
 
279.6
%
Add back:
 
 
 
Depreciation and amortization of intangible assets
1,677

 
1,593

Adjusted Segment EBITDA
$
37,361

 
$
34,804

Gross profit (1)
$
61,341

 
$
56,319

Percentage change in gross profit from prior year
8.9
%
 
80.3
%
Gross profit margin (2)
38.1
%
 
39.4
%
Adjusted Segment EBITDA as a percent of revenues
23.2
%
 
24.4
%
Number of revenue-generating professionals (at period
   end)
982

 
910

Percentage change in number of revenue-generating
   professionals from prior year
7.9
%
 
1.1
%
Utilization rates of billable professionals
70
%
 
71
%
Average billable rate per hour
$
443

 
$
444

 
 
(1) 
Revenues less direct cost of revenues
(2) 
Gross profit as a percentage of revenues
Three Months Ended March 31, 2019 Compared with Three Months Ended March 31, 2018
Revenues increased $18.0 million, or 12.6%, to $161.0 million for the three months ended March 31, 2019, which included a 1.9% estimated negative impact from FX. Excluding the estimated negative impact from FX, revenues increased $20.7 million, or 14.5%, primarily due to higher demand for business transformation and transactions and restructuring services, higher realization in North America restructuring due to a mix of client engagements and staffing, and higher success fees.
Gross profit increased $5.0 million, or 8.9%, to $61.3 million for the three months ended March 31, 2019. Gross profit margin decreased 1.3 percentage points for the three months ended March 31, 2019. This was primarily due to a combination of increased compensation for additional billable professionals and higher variable compensation, which more than offset higher margins from increased realization and success fees.
SG&A expenses increased $2.6 million, or 11.5%, to $24.9 million for the three months ended March 31, 2019. SG&A expenses of 15.5% of revenues for the three months ended March 31, 2019 compared with 15.6% of revenues for the three

25


months ended March 31, 2018. The increase in SG&A expenses was primarily due to higher business development expenses, travel expenses, infrastructure support costs and other general administrative expenses.
FORENSIC AND LITIGATION CONSULTING
 
Three Months Ended March 31,
 
2019
 
2018
 
(dollars in thousands,
except rate per hour)
Revenues
$
138,997

 
$
128,039

Percentage change in revenues from prior year
8.6
%
 
14.9
%
Operating expenses
 
 
 
Direct cost of revenues
84,103

 
80,777

Selling, general and administrative expenses
24,163

 
22,533

Amortization of other intangible assets
291

 
399

 
108,557

 
103,709

Segment operating income
30,440

 
24,330

Percentage change in segment operating income
   from prior year
25.1
%
 
104.0
%
Add back:
 
 
 
Depreciation and amortization of intangible assets
1,377

 
1,427

Adjusted Segment EBITDA
$
31,817

 
$
25,757

Gross profit (1)
$
54,894

 
$
47,262

Percentage change in gross profit from prior year
16.1
%
 
36.9
%
Gross profit margin (2)
39.5
%
 
36.9
%
Adjusted Segment EBITDA as a percent of revenues
22.9
%
 
20.1
%
Number of revenue-generating professionals (at period
   end)
1,194

 
1,072

Percentage change in number of revenue-generating
   professionals from prior year
11.4
%
 
-3.4
%
Utilization rates of billable professionals
67
%
 
67
%
Average billable rate per hour
$
336

 
$
326

 
(1) 
Revenues less direct cost of revenues
(2) 
Gross profit as a percentage of revenues
Three Months Ended March 31, 2019 Compared with Three Months Ended March 31, 2018
Revenues increased $11.0 million, or 8.6%, to $139.0 million for the three months ended March 31, 2019, which included a 1.4% estimated negative impact from FX. Excluding the estimated negative impact from FX, revenues increased $12.7 million, or 10.0%, primarily due to increased demand for our investigations and construction solutions services, partially offset by a decrease in demand for our health solutions practice.
Gross profit increased $7.6 million, or 16.1%, to $54.9 million for the three months ended March 31, 2019. Gross profit margin increased 2.6 percentage points for the three months ended March 31, 2019. The increase in gross profit margin is related to higher revenues coupled with higher utilization in our investigations and data and analytics practices, partially offset by lower margins due to lower revenues in our health solutions practice.
SG&A expenses increased $1.6 million, or 7.2%, to $24.2 million for the three months ended March 31, 2019. SG&A expenses of 17.4% of revenues for the three months ended March 31, 2019 compared with 17.6% of revenues for the three months ended March 31, 2018. The increase in SG&A expenses was driven by higher infrastructure support costs, personnel costs, recruiting expenses and travel expenses, partially offset by lower bad debt expenses.

26


ECONOMIC CONSULTING 
 
Three Months Ended March 31,
 
2019
 
2018
 
(dollars in thousands,
except rate per hour)
Revenues
$
142,271

 
$
133,109

Percentage change in revenues from prior year
6.9
%
 
-4.4
%
Operating expenses
 
 
 
Direct cost of revenues
101,763

 
97,623

Selling, general and administrative expenses
17,975

 
17,714

Amortization of other intangible assets
44

 
124

 
119,782

 
115,461

Segment operating income
22,489

 
17,648

Percentage change in segment operating income
   from prior year
27.4
%
 
-4.6
%
Add back:
 
 
 
Depreciation and amortization of intangible assets
1,551

 
1,488

Adjusted Segment EBITDA
$
24,040

 
$
19,136

Gross profit (1)
$
40,508

 
$
35,486

Percentage change in gross profit from prior year
14.2
%
 
-1.3
%
Gross profit margin (2)
28.5
%
 
26.7
%
Adjusted Segment EBITDA as a percent of revenues
16.9
%
 
14.4
%
Number of revenue-generating professionals (at period
  end)
715

 
689

Percentage change in number of revenue-generating
   professionals from prior year
3.8
%
 
4.4
%
Utilization rates of billable professionals
77
%
 
71
%
Average billable rate per hour
$
511

 
$
543

 
 
(1) 
Revenues less direct cost of revenues
(2) 
Gross profit as a percentage of revenues
Three Months Ended March 31, 2019 Compared with Three Months Ended March 31, 2018
Revenues increased $9.2 million, or 6.9%, to $142.3 million for the three months ended March 31, 2019, which included a 1.7% estimated negative impact from FX. Excluding the estimated negative impact of FX, revenues increased $11.4 million, or 8.6%, due to higher demand for antitrust services, primarily in EMEA, partially offset by lower demand for financial economic services in North America and lower realized rates in North America.
Gross profit increased $5.0 million, or 14.2%, to $40.5 million for the three months ended March 31, 2019. Gross profit margin increased 1.8 percentage points for the three months ended March 31, 2019. The increase in gross profit margin was primarily due to higher utilization in EMEA, partially offset by higher variable compensation and lower realization in North America.
SG&A expenses increased $0.3 million, or 1.5%, to $18.0 million for the three months ended March 31, 2019. SG&A expenses of 12.6% of revenues for the three months ended March 31, 2019 compared with 13.3% of revenues for the three months ended March 31, 2018.

27


TECHNOLOGY
 
Three Months Ended March 31,
 
2019
 
2018
 
(dollars in thousands)
Revenues
$
51,336

 
$
40,914

Percentage change in revenues from prior year
25.5
%
 
-11.2
 %
Operating expenses
 
 
 
Direct cost of revenues
28,544

 
24,638

Selling, general and administrative expenses
12,356

 
13,621

Amortization of other intangible assets

 
62

 
40,900

 
38,321

Segment operating income
10,436

 
2,593

Percentage change in segment operating income
   from prior year
302.5
%
 
-41.6
 %
Add back:
 
 
 
Depreciation and amortization of intangible assets
2,287

 
3,139

Adjusted Segment EBITDA
$
12,723

 
$
5,732

Gross profit (1)
$
22,792

 
$
16,276

Percentage change in gross profit from prior year
40.0
%
 
-20.5
 %
Gross profit margin (2)
44.4
%
 
39.8
 %
Adjusted Segment EBITDA as a percent of revenues
24.8
%
 
14.0
 %
Number of revenue-generating professionals (at period
   end) (3)
315

 
288

Percentage change in number of revenue-generating
   professionals from prior year
9.4
%
 
-2.7
 %
 
 
(1) 
Revenues less direct cost of revenues
(2) 
Gross profit as a percentage of revenues
(3) 
Includes personnel involved in direct client assistance and revenue-generating consultants and excludes professionals
employed on an as-needed basis.
Three Months Ended March 31, 2019 Compared with Three Months Ended March 31, 2018
Revenues increased $10.4 million, or 25.5%, to $51.3 million for the three months ended March 31, 2019, which included a 1.7% estimated negative impact from FX. Excluding the estimated negative impact from FX, revenues increased $11.1 million, or 27.1%, due to an overall increase in demand and realization across our managed review, hosting and processing services, largely driven by work associated with global cross-border investigations and M&A-related second requests, as well as consulting services, particularly in e-discovery and information governance, privacy and security services. The increase in revenues was partially offset by lower revenues from software licensing due to the Ringtail divestiture.
Gross profit increased $6.5 million, or 40.0%, to $22.8 million for the three months ended March 31, 2019. Gross profit margin increased by 4.6 percentage points for the three months ended March 31, 2019. The increase in gross profit margin was primarily due to an increased mix of higher-margin managed review and processing services.
SG&A expenses decreased $1.3 million, or 9.3%, to $12.4 million for the three months ended March 31, 2019. SG&A expenses of 24.1% of revenues for the three months ended March 31, 2019 compared with 33.3% of revenues for the three months ended March 31, 2018. The decrease in SG&A expenses was primarily due to lower research and development expenses associated with the Ringtail divestiture, partially offset by higher bad debt expenses. Research and development expenses related to software development were $0.2 million for the three months ended March 31, 2019, a decline of $2.7 million compared with $2.9 million for the three months ended March 31, 2018.

28


STRATEGIC COMMUNICATIONS 
 
Three Months Ended March 31,
 
2019
 
2018
 
(dollars in thousands)
Revenues
$
57,704

 
$
52,790

Percentage change in revenues from prior year
9.3
%
 
20.7
%
Operating expenses
 
 
 
Direct cost of revenues
35,038

 
31,476

Selling, general and administrative expenses
11,691

 
12,055

Amortization of other intangible assets
759

 
894

 
47,488

 
44,425

Segment operating income
10,216

 
8,365

Percentage change in segment operating income
   from prior year
22.1
%
 
231.0
%
Add back:
 
 
 
Depreciation and amortization of intangible assets
1,333

 
1,487

Adjusted Segment EBITDA
$
11,549

 
$
9,852

Gross profit (1)
$
22,666

 
$
21,314

Percentage change in gross profit from prior year
6.3
%
 
41.3
%
Gross profit margin (2)
39.3
%
 
40.4
 %
Adjusted Segment EBITDA as a percent of revenues
20.0
%
 
18.7
 %
Number of revenue-generating professionals (at period
   end)
658

 
630

Percentage change in number of revenue-generating
   professionals from prior year
4.4
%
 
-4.1
 %
 
 
(1) 
Revenues less direct cost of revenues
(2) 
Gross profit as a percentage of revenues
Three Months Ended March 31, 2019 Compared with Three Months Ended March 31, 2018
Revenues increased $4.9 million, or 9.3%, to $57.7 million for the three months ended March 31, 2019, which included a 4.0% estimated negative impact from FX. Excluding the estimated negative impact of FX, revenues increased $7.0 million, or 13.3%, due to higher project-based revenues in North America and EMEA, primarily related to corporate reputation services, as well as a $2.0 million increase in pass-through revenues.
Gross profit increased $1.4 million, or 6.3%, to $22.7 million for the three months ended March 31, 2019. Gross profit margin decreased 1.1 percentage points for the three months ended March 31, 2019. The decrease in gross profit margin was largely due to a higher proportion of lower margin pass-through revenues.
SG&A expenses decreased $0.4 million, or 3.0%, to $11.7 million for the three months ended March 31, 2019, which was primarily due to a 3.8% estimated favorable impact from FX. SG&A expenses of 20.3% of revenues for the three months ended March 31, 2019 compared with 22.8% of revenues for the three months ended March 31, 2018.

29


CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which we have prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Note 1 to the Consolidated Financial Statements included in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC describes the significant accounting policies and methods used in preparation of the Consolidated Financial Statements. We evaluate our estimates, including those related to allowance for doubtful accounts and unbilled services, goodwill, income taxes and contingencies, on an ongoing basis. We base our estimates on current facts and circumstances, historical experience and various other assumptions that we believe are reasonable. These results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:
Revenue recognition
Allowance for doubtful accounts and unbilled services
Goodwill and other intangible assets  
The Company's accounting policies were revised in connection with the implementation of ASC 842. See Note 1, "Basis of Presentation and Significant Accounting Policies" in Part I, Item 1, of this Quarterly Report on Form 10-Q for a further discussion of the implementation of ASC 842. There were no other material changes to our critical accounting policies and estimates from the information provided in “Critical Accounting Policies” in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC.
SIGNIFICANT NEW ACCOUNTING PRONOUNCEMENTS
See Note 2, “New Accounting Standards” in Part I, Item 1, of this Quarterly Report on Form 10-Q.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
 
Three Months Ended March 31,
Cash Flows
2019
 
2018
 
(dollars in thousands)
Net cash used in operating activities
$
(102,086
)
 
$
(69,200
)
Net cash used in investing activities
$
(10,081
)
 
$
(7,653
)
Net cash provided by (used in) financing activities
$
(22,767
)
 
$
33,924

DSO
97

 
95

We have generally financed our day-to-day operations, capital expenditures and acquisitions through cash flows from operations. During the first quarter of our fiscal year, our cash needs generally exceed our cash flows from operations due to the payment of annual incentive compensation. Our quarterly operating cash flows are generally positive after the first quarter of each year.
Our operating assets and liabilities consist primarily of billed and unbilled accounts receivable, notes receivable from employees, accounts payable, accrued expenses and accrued compensation expenses. The timing of billings and collections of receivables, as well as compensation and vendor payments, affect the changes in these balances.
DSO is a performance measure used to assess how quickly revenues are collected by the Company. We calculate DSO at the end of each reporting period by dividing net accounts receivable reduced by billings in excess of services provided, by revenues for the quarter, adjusted for changes in foreign exchange rates. We multiply the result by the number of days in the quarter.