8-K
FTI CONSULTING, INC DC false 0000887936 0000887936 2021-04-29 2021-04-29

 

 

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): April 29, 2021

 

 

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)

 

(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

(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 communication 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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   FCN   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 

 

 


ITEM 2.02. Results of Operations and Financial Condition

On April 29, 2021, FTI Consulting, Inc. (“FTI Consulting”) announced financial results for the three-months ended March 31, 2021. A copy of the press release (including accompanying financial tables) (the “Press Release”) 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

In the Press Release, FTI Consulting uses information derived from consolidated and segment financial information that may not be presented in its financial statements or prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Certain of these measures are considered “non-GAAP financial measures” under rules promulgated by the Securities and Exchange Commission. Specifically, FTI Consulting has 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

FTI Consulting has included the definitions of “Segment Operating Income” and “Adjusted Segment EBITDA,” which are financial measures presented in accordance with GAAP, in order to more fully define the components of certain non-GAAP financial measures. FTI Consulting evaluates the performance of its operating segments based on Adjusted Segment EBITDA, and Segment Operating Income is a component of the definition of Adjusted Segment EBITDA. FTI Consulting defines “Segment Operating Income” as a segment’s share of consolidated operating income. FTI Consulting defines “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. FTI Consulting uses Segment Operating Income for the purpose of calculating Adjusted Segment EBITDA. FTI Consulting defines “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. FTI Consulting uses Adjusted Segment EBITDA as a basis to internally evaluate the financial performance of its segments because FTI Consulting believes it reflects current core operating performance and provides an indicator of the segment’s ability to generate cash.

FTI Consulting defines “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. FTI Consulting defines “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. FTI Consulting defines Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of total revenues. FTI Consulting believes that the non-GAAP financial measures, which exclude the effects of remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges, when considered together with its GAAP financial results and GAAP financial measures, provide management and investors with a more complete understanding of FTI Consulting’s operating results, including underlying trends. In addition, EBITDA is a common alternative measure of operating performance used by many of FTI Consulting’s competitors. It is used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in FTI Consulting’s industry. Therefore, FTI Consulting also believes that these measures, considered along with corresponding GAAP financial measures, provide management and investors with additional information for comparison of its operating results with the operating results of other companies.

 

2


FTI Consulting defines “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, 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 and gain or loss on sale of a business. FTI Consulting uses Adjusted Net Income for the purpose of calculating Adjusted EPS. Management of FTI Consulting uses Adjusted EPS to assess total company operating performance on a consistent basis. FTI Consulting believes that these non-GAAP financial measures, when considered together with its corresponding GAAP financial results and GAAP financial measures, provides management and investors with an additional understanding of its business operating results, including underlying trends.

FTI Consulting defines “Free Cash Flow” 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 FTI Consulting’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 FTI Consulting’s Consolidated Statements of Comprehensive Income. Reconciliations of Non-GAAP financial measures to the most directly comparable 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 April 29, 2021 of FTI Consulting, Inc.
104    The Cover Page from FTI Consulting’s Current Report on Form 8-K dated April 29, 2021, formatted in Inline XBRL.

 

3


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: April 30, 2021     By:  

/s/ CURTIS P. LU

          Curtis P. Lu
          General Counsel

 

4

EX-99.1

Exhibit 99.1

FTI Consulting, Inc.

555 12th Street NW

Washington, DC 20004

+1.202.312.9100

Investor & Media Contact:

Mollie Hawkes

+1.617.747.1791

mollie.hawkes@fticonsulting.com

FTI Consulting Reports Record First Quarter 2021 Financial Results

 

   

First Quarter 2021 Revenues of $686.3 Million, Up 13.5% Compared to $604.6 Million in Prior Year Quarter

 

   

First Quarter 2021 EPS of $1.84, Up 23.5% Compared to $1.49 in Prior Year Quarter; First Quarter 2021 Adjusted EPS of $1.89, Up 23.5% Compared to $1.53 in Prior Year Quarter

Washington, D.C., April 29, 2021 — FTI Consulting, Inc. (NYSE: FCN) today released financial results for the quarter ended March 31, 2021.

First quarter 2021 revenues of $686.3 million increased $81.7 million, or 13.5%, compared to revenues of $604.6 million in the prior year quarter. Excluding the estimated positive impact from foreign currency translation (“FX”), revenues increased $67.0 million, or 11.1%, compared to the prior year quarter. Acquisition-related revenues contributed $16.0 million in the quarter. Excluding the estimated positive impact of FX and acquisition-related revenues, revenues increased $51.0 million, or 8.4%, compared to the prior year quarter, primarily due to higher demand in the Economic Consulting and Technology segments, which was partially offset by a $17.5 million decline in pass-through revenues. Net income of $64.5 million compared to $56.7 million in the prior year quarter. The increase in net income was primarily due to higher operating profits in the Economic Consulting, Forensic and Litigation Consulting, and Technology segments, which was partially offset by lower operating profits in the Corporate Finance & Restructuring segment compared to the prior year quarter.

Adjusted EBITDA of $99.5 million, or 14.5% of revenues, compared to $83.2 million, or 13.8% of revenues, in the prior year quarter. The increase in Adjusted EBITDA was due to higher revenues, which was partially offset by higher compensation, primarily related to a 12.3% increase in billable headcount and higher variable compensation compared to the prior year quarter.

First quarter 2021 diluted earnings per share (“EPS”) of $1.84 compared to $1.49 in the prior year quarter. First quarter 2021 EPS included $2.3 million of non-cash interest expense related to the Company’s 2.0% convertible senior notes due 2023 (“2023 Convertible Notes”), which decreased EPS by $0.05. First quarter 2020 EPS included $2.2 million of non-cash interest expense related to the Company’s 2023 Convertible Notes, which decreased EPS by $0.04. First quarter 2021 Adjusted EPS of $1.89 compared to Adjusted EPS of $1.53 in the prior year quarter.

Steven H. Gunby, President and Chief Executive Officer of FTI Consulting, commented, “Though we are, of course, very pleased with our record quarterly performance, even more gratifying is the progress we have shown over multiple years. That longer-term trajectory underscores the strength of our team and the power of our strategy of focusing on attracting and developing the best professionals in the market and supporting them — in weak quarters as well as strong ones — as they support our clients and build our business.”


Cash Position and Capital Allocation

Net cash used in operating activities of $166.6 million for the quarter ended March 31, 2021 compared to $123.6 million for the quarter ended March 31, 2020. The year-over-year increase in net cash used in operating activities was largely due to an increase in salaries related to headcount growth and higher annual bonus payments, which was partially offset by an increase in cash collected resulting from higher revenues.

Cash and cash equivalents of $233.4 million at March 31, 2021 compared to $223.1 million at March 31, 2020 and $295.0 million at December 31, 2020. Total debt, net of cash, of $252.8 million at March 31, 2021 compared to $143.2 million at March 31, 2020 and $21.3 million at December 31, 2020. The sequential increase in total debt, net of cash, was primarily due to higher borrowings under the Company’s senior secured bank revolving credit facility, which were primarily used for annual bonus payments.

During the quarter, the Company repurchased 421,725 shares of its common stock at an average price per share of $109.37 for a total cost of $46.1 million. As of March 31, 2021, approximately $167.1 million remained available for common stock repurchases under the Company’s stock repurchase authorization.

First Quarter 2021 Segment Results

Corporate Finance & Restructuring

Revenues in the Corporate Finance & Restructuring segment increased $18.5 million, or 8.9%, to $226.2 million in the quarter, compared to $207.7 million in the prior year quarter. Excluding the estimated positive impact from FX, revenues increased $14.4 million, or 6.9%, compared to the prior year quarter. Acquisition-related revenues contributed $16.0 million in the quarter. Excluding the estimated positive impact from FX and acquisition-related revenues, revenues decreased $1.6 million, or 0.8%, primarily due to a $9.3 million decline in pass-through revenues and lower demand for restructuring services in North America, which was partially offset by higher demand and realized rates for transactions services compared to the prior year quarter. Adjusted Segment EBITDA of $37.4 million, or 16.6% of segment revenues, compared to $48.9 million, or 23.6% of segment revenues, in the prior year quarter. The decrease in Adjusted Segment EBITDA was due to higher compensation, which was primarily related to a 34.9% increase in billable headcount compared to the prior year quarter.

Forensic and Litigation Consulting

Revenues in the Forensic and Litigation Consulting segment increased $3.2 million, or 2.2%, to $150.8 million in the quarter, compared to $147.6 million in the prior year quarter. Excluding the estimated positive impact from FX, revenues increased $0.4 million, or 0.3%, primarily due to higher demand for health solutions and investigations services, which was largely offset by a $4.2 million decline in pass-through revenues and lower realized rates for data & analytics services compared to the prior year quarter. Adjusted Segment EBITDA of $29.4 million, or 19.5% of segment revenues, compared to $21.2 million, or 14.4% of segment revenues, in the prior year quarter. The increase in Adjusted Segment EBITDA was primarily due to higher revenues with higher utilization and a decline in selling, general and administrative (“SG&A”) expenses compared to the prior year quarter.

Economic Consulting

Revenues in the Economic Consulting segment increased $37.1 million, or 28.1%, to $169.3 million in the quarter, compared to $132.1 million in the prior year quarter. Excluding the estimated positive impact from FX, revenues increased $33.5 million, or 25.3%, primarily due to higher demand for non-merger and acquisition (“M&A”)-related antitrust and M&A-related antitrust services, as well as higher realized rates and demand for


international arbitration services compared to the prior year quarter. Adjusted Segment EBITDA of $26.6 million, or 15.7% of segment revenues, compared to $12.7 million, or 9.6% of segment revenues, in the prior year quarter. The increase in Adjusted Segment EBITDA was due to higher revenues, which was partially offset by higher compensation, related to an increase in variable compensation and a 9.9% increase in billable headcount compared to the prior year quarter.

Technology

Revenues in the Technology segment increased $20.7 million, or 35.3%, to $79.5 million in the quarter, compared to $58.7 million in the prior year quarter. Excluding the estimated positive impact from FX, revenues increased $19.0 million, or 32.4%, primarily due to higher demand for M&A-related “second request” services compared to the prior year quarter. Adjusted Segment EBITDA of $21.6 million, or 27.2% of segment revenues, compared to $14.5 million, or 24.7% of segment revenues, in the prior year quarter. The increase in Adjusted Segment EBITDA was due to higher revenues, which was partially offset by an increase in compensation compared to the prior year quarter.

Strategic Communications

Revenues in the Strategic Communications segment increased $2.1 million, or 3.7%, to $60.5 million in the quarter, compared to $58.4 million in the prior year quarter. Excluding the estimated positive impact from FX, revenues decreased $0.3 million, or 0.5%, primarily due to a $2.2 million decline in pass-through revenues, which was largely offset by higher demand for public affairs services compared to the prior year quarter. Adjusted Segment EBITDA of $10.4 million, or 17.2% of segment revenues, compared to $8.8 million, or 15.0% of segment revenues, in the prior year quarter. The increase in Adjusted Segment EBITDA was primarily due to lower SG&A expenses compared to the prior year quarter.

First Quarter 2021 Conference Call

FTI Consulting will host a conference call for analysts and investors to discuss first quarter 2021 financial results at 9:00 a.m. Eastern Time on Thursday, April 29, 2021. The call can be accessed live and will be available for replay over the internet for 90 days by logging onto the Company’s investor relations website here.

About FTI Consulting

FTI Consulting, Inc. is a global business advisory firm dedicated to helping organizations manage change, mitigate risk and resolve disputes: financial, legal, operational, political & regulatory, reputational and transactional. With more than 6,400 employees located in 29 countries, FTI Consulting professionals work closely with clients to anticipate, illuminate and overcome complex business challenges and make the most of opportunities. The Company generated $2.46 billion in revenues during fiscal year 2020. More information can be found at www.fticonsulting.com.

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 United States Securities and Exchange Commission (“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, which are GAAP financial measures, below in order to more fully define the components of certain non-GAAP financial measures presented in this press release. We define Segment Operating Income 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 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 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 non-GAAP financial 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 EBITDA Margin, which is a non-GAAP financial measure, as Adjusted EBITDA as a percentage of total revenues.

We define Adjusted Net Income and Adjusted Earnings per Diluted Share (“Adjusted EPS”), which are non-GAAP financial measures, as net income and 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 and the gain or loss on sale of a business. 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 and GAAP financial measures, 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 used in 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 Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statements of Cash Flows. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying 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, share repurchases and other matters, business trends and other information that is not historical, including statements regarding estimates of our future financial results. When used in this press release, words such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, estimates of our future financial results, are based upon our expectations at the time we make them and various assumptions. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and estimates will be achieved, and the Company’s actual results may differ materially from our expectations, beliefs and estimates. Further, unaudited quarterly results are subject to normal year-end adjustments. The Company has experienced fluctuating revenues, operating income and cash flows 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; fluctuations in the price per share of our common stock; adverse financial, real estate or other market and general economic conditions; the impact of the COVID-19 pandemic and related events that are beyond our control, which could affect our segments, practices and the geographic regions in which we conduct business differently and adversely; and other future events, which could impact each of our segments, practices and the geographic regions in which we conduct business differently and could be outside of our control; the pace and timing of the consummation and integration of future acquisitions; the Company’s ability to realize cost savings and efficiencies; competitive and general economic conditions; retention of staff and clients; new laws and regulations or changes thereto; and other risks described under the heading “Item 1A, Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC, and in the Company’s other filings with the SEC. 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 BALANCE SHEETS

(in thousands, except per share amounts)

 

     March 31,
2021
    December 31,
2020
 
     (Unaudited)        

Assets

    

Current assets

    

Cash and cash equivalents

   $ 233,421   $ 294,953

Accounts receivable, net

     798,516     711,357

Current portion of notes receivable

     35,540     35,253

Prepaid expenses and other current assets

     83,672     88,144
  

 

 

   

 

 

 

Total current assets

     1,151,149     1,129,707

Property and equipment, net

     100,686     101,642

Operating lease assets

     148,322     156,645

Goodwill

     1,233,292     1,234,879

Intangible assets, net

     38,172     41,550

Notes receivable, net

     59,049     61,121

Other assets

     47,530     51,819
  

 

 

   

 

 

 

Total assets

   $ 2,778,200   $ 2,777,363
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current liabilities

    

Accounts payable, accrued expenses and other

   $ 167,818   $ 170,066

Accrued compensation

     285,528     455,933

Billings in excess of services provided

     42,432     44,172
  

 

 

   

 

 

 

Total current liabilities

     495,778     670,171

Long-term debt, net

     458,840     286,131

Noncurrent operating lease liabilities

     153,376     161,677

Deferred income taxes

     157,861     158,342

Other liabilities

     95,995     100,861
  

 

 

   

 

 

 

Total liabilities

     1,361,850     1,377,182
  

 

 

   

 

 

 

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 — 34,228 (2021) and 34,481 (2020)

     342     345

Additional paid-in capital

     —         —    

Retained earnings

     1,527,685     1,506,271

Accumulated other comprehensive loss

     (111,677     (106,435
  

 

 

   

 

 

 

Total stockholders’ equity

     1,416,350     1,400,181
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 2,778,200   $ 2,777,363
  

 

 

   

 

 

 


FTI CONSULTING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except per share data)

 

     Three Months Ended March 31,  
     2021     2020  
     (Unaudited)  

Revenues

   $ 686,277   $ 604,593
  

 

 

   

 

 

 

Operating expenses

    

Direct cost of revenues

     468,424     402,247

Selling, general and administrative expenses

     126,546     126,959

Amortization of intangible assets

     2,801     2,331
  

 

 

   

 

 

 
     597,771     531,537
  

 

 

   

 

 

 

Operating income

     88,506     73,056
  

 

 

   

 

 

 

Other income (expense)

    

Interest income and other

     1,034     5,017

Interest expense

     (4,797     (4,861
  

 

 

   

 

 

 
     (3,763     156
  

 

 

   

 

 

 

Income before income tax provision

     84,743     73,212

Income tax provision

     20,247     16,465
  

 

 

   

 

 

 

Net income

   $ 64,496   $ 56,747
  

 

 

   

 

 

 

Earnings per common share — basic

   $ 1.93   $ 1.56
  

 

 

   

 

 

 

Weighted average common shares outstanding — basic

     33,483     36,415
  

 

 

   

 

 

 

Earnings per common share — diluted

   $ 1.84   $ 1.49
  

 

 

   

 

 

 

Weighted average common shares outstanding — diluted

     35,063     38,190
  

 

 

   

 

 

 

Other comprehensive loss, net of tax

    

Foreign currency translation adjustments, net of tax expense of $0

   $ (5,242   $ (31,102
  

 

 

   

 

 

 

Total other comprehensive loss, net of tax

     (5,242     (31,102
  

 

 

   

 

 

 

Comprehensive income

   $ 59,254   $ 25,645
  

 

 

   

 

 

 


FTI CONSULTING, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(in thousands, except per share data)

 

     Three Months Ended March 31,  
     2021     2020  
     (Unaudited)  

Net income

   $ 64,496   $ 56,747

Add back:

    

Non-cash interest expense on convertible notes

     2,348     2,225

Tax impact of non-cash interest expense on convertible notes

     (611     (579
  

 

 

   

 

 

 

Adjusted Net Income

   $ 66,233   $ 58,393
  

 

 

   

 

 

 

Earnings per common share — diluted

   $ 1.84   $ 1.49

Add back:

    

Non-cash interest expense on convertible notes

     0.07     0.06

Tax impact of non-cash interest expense on convertible notes

     (0.02     (0.02
  

 

 

   

 

 

 

Adjusted earnings per common share — diluted

   $ 1.89   $ 1.53
  

 

 

   

 

 

 

Weighted average number of common shares outstanding — diluted

     35,063     38,190
  

 

 

   

 

 

 


FTI CONSULTING, INC.

RECONCILIATION OF NET INCOME AND OPERATING INCOME TO ADJUSTED EBITDA

(in thousands)

 

Three Months Ended March 31, 2021

(Unaudited)

   Corporate Finance
& Restructuring
     Forensic and
Litigation
Consulting
     Economic
Consulting
     Technology      Strategic
Communications
     Unallocated
Corporate
    Total  

Net income

                    $ 64,496

Interest income and other

                      (1,034

Interest expense

                      4,797

Income tax provision

                      20,247
                   

 

 

 

Operating income

   $ 34,299    $ 28,006    $ 25,232    $ 18,559    $ 9,120    $ (26,710   $ 88,506

Depreciation and amortization

     1,253      1,252      1,347      3,039      539      731     8,161

Amortization of intangible assets

     1,887      174      —          —          739      1     2,801
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Adjusted EBITDA

   $ 37,439    $ 29,432    $ 26,579    $ 21,598    $ 10,398    $ (25,978   $ 99,468
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

Three Months Ended March 31, 2020

(Unaudited)

   Corporate Finance
& Restructuring
     Forensic and
Litigation
Consulting
     Economic
Consulting
     Technology      Strategic
Communications
     Unallocated
Corporate
    Total  

Net income

                    $ 56,747

Interest income and other

                      (5,017

Interest expense

                      4,861

Income tax provision

                      16,465
                   

 

 

 

Operating income

   $ 46,664    $ 19,506    $ 11,396    $ 11,589    $ 7,492    $ (23,591   $ 73,056

Depreciation and amortization

     979      1,416      1,270      2,895      586      677     7,823

Amortization of intangible assets

     1,303      286      44      —          698      —         2,331
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Adjusted EBITDA

   $ 48,946    $ 21,208    $ 12,710    $ 14,484    $ 8,776    $ (22,914   $ 83,210
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 


FTI CONSULTING, INC.

OPERATING RESULTS BY BUSINESS SEGMENT

 

     Segment
Revenues
     Adjusted
EBITDA
    Adjusted
EBITDA

Margin
    Utilization     Average
Billable
Rate
     Revenue-
Generating
Headcount
 
     (in thousands)                        (at period end)  

Three Months Ended March 31, 2021 (Unaudited)

              

Corporate Finance & Restructuring

   $ 226,203    $ 37,439     16.6     59   $ 462      1,684

Forensic and Litigation Consulting

     150,821      29,432     19.5     60   $ 357      1,367

Economic Consulting

     169,273      26,579     15.7     75   $ 494      890

Technology (1)

     79,459      21,598     27.2     N/M       N/M        423

Strategic Communications (1)

     60,521      10,398     17.2     N/M       N/M        778
  

 

 

    

 

 

   

 

 

        

 

 

 
   $ 686,277    $ 125,446     18.3          5,142
  

 

 

    

 

 

   

 

 

        

 

 

 

Unallocated Corporate

        (25,978         
     

 

 

          

Adjusted EBITDA

      $ 99,468     14.5       
     

 

 

          

Three Months Ended March 31, 2020 (Unaudited)

              

Corporate Finance & Restructuring

   $ 207,749    $ 48,946     23.6     69   $ 456      1,248

Forensic and Litigation Consulting

     147,597      21,208     14.4     58   $ 342      1,393

Economic Consulting

     132,138      12,710     9.6     68   $ 466      810

Technology (1)

     58,723      14,484     24.7     N/M       N/M        374

Strategic Communications (1)

     58,386      8,776     15.0     N/M       N/M        755
  

 

 

    

 

 

   

 

 

        

 

 

 
   $ 604,593    $ 106,124     17.6          4,580
  

 

 

    

 

 

   

 

 

        

 

 

 

Unallocated Corporate

        (22,914         
     

 

 

          

Adjusted EBITDA

      $ 83,210     13.8       
     

 

 

          

 

N/M -    Not meaningful

(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.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

     Three Months Ended
March 31,
 
     2021     2020  
     (Unaudited)  

Operating activities

    

Net income

   $ 64,496   $ 56,747

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

    

Depreciation and amortization

     8,161     7,823

Amortization and impairment of intangible assets

     2,801     2,331

Acquisition-related contingent consideration

     1,289     506

Provision for expected credit losses

     4,832     3,872

Share-based compensation

     7,242     7,454

Amortization of debt discount and issuance costs and other

     2,815     2,978

Deferred income taxes

     3,612     545

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

    

Accounts receivable, billed and unbilled

     (93,396     (60,963

Notes receivable

     1,899     7,051

Prepaid expenses and other assets

     1,900     9,442

Accounts payable, accrued expenses and other

     (7,803     11,136

Income taxes

     9,355     (667

Accrued compensation

     (172,042     (176,070

Billings in excess of services provided

     (1,745     4,253
  

 

 

   

 

 

 

Net cash used in operating activities

     (166,584     (123,562
  

 

 

   

 

 

 

Investing activities

    

Purchases of property and equipment and other

     (7,976     (8,228
  

 

 

   

 

 

 

Net cash used in investing activities

     (7,976     (8,228
  

 

 

   

 

 

 

Financing activities

    

Borrowings under revolving line of credit

     197,500     55,000

Repayments under revolving line of credit

     (27,500     (5,000

Purchase and retirement of common stock

     (46,133     (49,135

Share-based compensation tax withholdings and other

     (6,798     (5,583

Payments for business acquisition liabilities

     (3,374     —    

Deposits and other

     2,721     3,870
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     116,416     (848
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     (3,388     (13,672
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (61,532     (146,310

Cash and cash equivalents, beginning of period

     294,953     369,373
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 233,421   $ 223,063
  

 

 

   

 

 

 


FTI CONSULTING, INC.

RECONCILIATION OF NET CASH USED IN OPERATING ACTIVITIES TO FREE CASH FLOW

(in thousands)

 

     Three Months Ended
March 31,
 
     2021     2020  

Net cash used in operating activities

   $ (166,584   $ (123,562

Purchases of property and equipment

     (8,001     (8,236
  

 

 

   

 

 

 

Free Cash Flow

   $ (174,585   $ (131,798