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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): February 9, 2004
FTI CONSULTING, INC.
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(Exact Name of Registrant as Specified in Charter)
Maryland 001-14875 52-1261113
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
900 Bestgate Road, Suite 1000, Annapolis, Maryland 21401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 224-8770
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ITEM 9. REGULATION FD DISCLOSURE.
Information furnished pursuant to Item 9.
On February 9, 2004, FTI Consulting, Inc. ("FTI" or the "Company")
issued the attached Press Release announcing updating its revenue and earnings
per share guidance of 2004 in light of the unexpected departures of a number of
senior professionals in its Corporate Finance/Restructuring Practice as
announced in FTI's Press Release issued on January 28, 2004. Since the January
28, 2004 Press Release, it has been determined that thirteen senior managing
directors plus related staff associated with the legacy FTI/Policano & Manzo
portion of FTI's Corporate Finance/Restructuring practice are leaving FTI. The
full text of the Press Release is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
The information included in this Item 9, including the Exhibit attached
hereto, shall be deemed not to be "filed" for purposes of Section 18 of the
Securities Act of 1934 and shall not be incorporated by reference into any
filing pursuant to the Securities Act of 1933, regardless of any incorporation
by reference language in any such filing.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release dated, February 9, 2004, of
FTI Consulting, Inc.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, FTI has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FTI CONSULTING, INC.
Dated: February 9, 2004 By: /S/ THEODORE I. PINCUS
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Theodore I. Pincus
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated, February 9, 2004, of
FTI Consulting, Inc.
EXHIBIT 99.1
[GRAPHIC]
news
[GRAPHIC]
FINANCIAL
RELATIONS BOARD
FOR FURTHER INFORMATION: RE: FTI Consulting, Inc.
AT FTI CONSULTING: AT FINANCIAL RELATIONS BOARD:
Jack Dunn Marilyn Windsor Lisa Fortuna Tim Grace
Chairman & CEO General Inquiries Analyst Inquiries Media Inquiries
(410) 224-1483 (702) 515-1260 (312) 640-6779 (312) 640-6667
FOR IMMEDIATE RELEASE
MONDAY, FEBRUARY 9, 2004
FTI REVISES EARNINGS GUIDANCE FOR 2004
Updates Developments in Corporate Finance/Restructuring Practice;
Provides Preliminary Review of Fourth-Quarter 2003 Results
ANNAPOLIS, MD, February 9, 2004--FTI Consulting, Inc. (NYSE: FCN), the premier
provider of corporate finance/restructuring, forensic accounting, economic
consulting, and trial services, today updated developments in its Corporate
Finance/Restructuring practice, revised its revenue and earnings per share
guidance for 2004, and provided a preliminary review of its fourth-quarter 2003
results.
Developments in Corporate Finance/Restructuring Practice
On January 28, 2004, FTI announced the departure of a number of senior
professionals in its Corporate Finance/Restructuring practice. Thirteen senior
managing directors plus related staff associated with the legacy FTI/Policano &
Manzo portion of FTI's Corporate Finance/Restructuring practice are leaving FTI.
None of these individuals was subject to an employment agreement; however,
approximately 85% of FTI's senior managing directors throughout the company,
including all 52 remaining senior managing directors in the company's Corporate
Finance/Restructuring practice, have employment agreements with remaining terms
that generally range from two to six years, including non-competition periods.
Based on the strength of FTI's Corporate Finance/Restructuring practice, one of
the largest in the United States, the company believes there is no impairment of
the goodwill carried on its books associated with this practice.
Revised Earnings Guidance for 2004
As a result of these developments, FTI has revised its revenue and earnings per
share guidance for 2004. FTI now anticipates revenues for 2004 to range from
$422.0 million to $452.0 million, and earnings per diluted share to range from
$1.27 to $1.40. The company's previously announced guidance was for revenues to
range from $475.0 million to $510.0 million, and earnings per diluted share to
range from $1.59 to $1.72.
The revised guidance includes the anticipated effect of certain action plans FTI
is implementing to mitigate the impact of lost staff and engagement work. These
action plans include new hires, marketing and practice development activities,
and potential litigation. The founders and principals of the former Policano &
Manzo, Michael Policano and Robert Manzo, are remaining with FTI under one-year
employment agreements with an additional year of non-competition agreements. Mr.
Policano will continue to spearhead FTI's European restructuring practice, which
is developing according to plan. Mr. Manzo will provide advice to the company
regarding marketing and strategic and practice development activities, as well
as provide assistance to ongoing clients on several major existing cases.
Notwithstanding that, due to the clients' desire for continuity, most of the
work on currently active engagements serviced directly by the departing senior
managing directors can be expected to continue to be performed by them, FTI
believes that it still can have a meaningful role in some of these engagements,
including the largest ones. In addition, FTI believes its relationships with
many of the clients and referral sources associated with these engagements and
future engagements of this type will provide opportunities for the company. FTI
often has had, and expects to continue to have, multiple opportunities for new
assignments from among the many constituencies in a typical restructuring or
bankruptcy matter. As conflicts dictate only one role per matter, these multiple
opportunities may ameliorate the effect of the departing professionals with
respect to future work.
Preliminary Review of Fourth-Quarter 2003 Results
FTI also reported that its preliminary review of the fourth quarter of 2003
indicates that its practices performed substantially as anticipated at the time
its fourth-quarter guidance was prepared. Preliminary results for the fourth
quarter of 2003, which are subject to audit, are expected to be within the range
of its previously announced guidance, including the effect of acquisitions,
except for certain "special termination expenses" of $3.1 million, or
approximately $0.04 per diluted share, in its restructuring practice that are
not related to the unexpected departures of senior professionals and staff
described above.
Conference Call
FTI will hold a conference call to discuss its revised 2004 guidance and
developments in its Corporate Finance/Restructuring practice in more detail at
11:00 a.m. EST on Monday, February 9, 2004. The call can be accessed live and
will be available for replay over the Internet by logging onto www.vcall.com as
well as on the company's website, www.fticonsulting.com for 90 days. Other
business metrics for 2004, and audited results for the fourth quarter of 2003,
are expected to be available at the time of the company's regularly scheduled
fourth-quarter earnings call at 11:00 a.m. EST on Thursday, February 19, 2004.
About FTI Consulting
FTI is the premier provider of corporate finance/restructuring, forensic
accounting, economic consulting, and trial services. Strategically located in 24
of the major US cities and London, FTI employs over 1,000 professionals
consisting of numerous PhDs, MBAs, CPAs, CIRAs and CFEs who are committed to
delivering the highest level of service to our clients. These clients include
the world's largest corporations, financial institutions and law firms in
matters involving financial and operational improvement and major litigation.
This press release includes "forward-looking" statements that involve
uncertainties and risks. There can be no assurance that actual results will not
differ from the company's expectations. The company has experienced fluctuating
revenues, operating income and cash flow in some prior periods and expects this
may occur from time to time in the future. As a result of these possible
fluctuations, the company's actual results may differ from our projections.
Other factors that could cause such differences include pace and timing of
additional acquisitions, the company's ability to realize cost savings and
efficiencies, competitive and general economic conditions, retention of staff
and clients and other risks described in the company's filings with the
Securities and Exchange Commission.
FTI is on the Internet at www.fticonsulting.com.