8-K
FTI CONSULTING, INC DC false 0000887936 0000887936 2022-02-24 2022-02-24

 

 

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 24, 2022

 

 

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)

Registrant’s telephone number, including area code: (202) 312-9100

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written 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

FTI Consulting, Inc. (“FTI Consulting”) uses a presentation from time to time in its discussions with investors and analysts (the “Presentation”). The Presentation includes FTI Consulting’s past and present financial results, operating data and other information. A copy of the Presentation is furnished as Exhibit 99.1 and has been posted to the FTI Consulting website at www.fticonsulting.com.

 

ITEM 7.01.

Regulation FD Disclosure

In the Presentation, 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.

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.

 

1


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 Presentation.

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    2021 Fourth Quarter and Year-End Investor Presentation of FTI Consulting, Inc.
104    The Cover Page from FTI Consulting’s Current Report on Form 8-K dated February 24, 2022, formatted in Inline XBRL

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

FTI CONSULTING, INC.

Dated: February 25, 2022     By:  

/s/ CURTIS P. LU

      Curtis P. Lu
      General Counsel

 

3

EX-99.1

Slide 1

Fourth Quarter and Full Year 2021 Earnings Conference Call FTI Consulting, Inc. February 24, 2022 Exhibit 99.1


Slide 2

Cautionary Note About Forward Looking Statements This presentation 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, policies and practices, 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, new or changes to laws and regulations, including U.S. and foreign tax laws, environmental, social and governance ("ESG")-related issues, scientific and technological developments, and other information that is not historical, including statements regarding estimates of our future financial results. When used in this presentation, 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, intentions, aspirations, 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, including U.S. and foreign tax rules and regulations; expectations relating to ESG-related matters; 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, 2021 filed with the Securities and Exchange Commission ("SEC") on February 24, 2022 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.


Slide 3

Fourth Quarter 2021: Financial Review (1) See “Financial Tables” and “End Notes: FTI Consulting Non-GAAP Financial Measures” for the reconciliations and definitions of Adjusted Earnings per Diluted Share and Adjusted EBITDA, which are non-GAAP financial measures, to the most directly comparable GAAP financial measures, and for the definition of Adjusted EBITDA Margin, which is a non-GAAP financial measure.   Consolidated Results Q4 2021 Q4 2020 % Variance Percentage Change in Revenues Excluding the Estimated Impact of Foreign Currency Translation for Q4 2021 vs. Q4 2020 Revenues $676,231 $626,581 7.9% 7.8% Net income $38,208 $55,589 -31.3% Earnings per Diluted Share $1.07 $1.57 -31.8% Adjusted Earnings per Diluted Share (1) $1.13 $1.61 -29.8% Adjusted EBITDA (1) $61,975 $82,347 -24.7% Adjusted EBITDA Margin (1) 9.2% 13.1% — Segment Results Corporate Finance & Restructuring Revenues $231,474 $219,809 5.3% 5.1% Adjusted Segment EBITDA $22,234 $35,405 -37.2% Adjusted Segment EBITDA Margin 9.6% 16.1% — Forensic and Litigation Consulting Revenues $138,004 $127,193 8.5% 8.3% Adjusted Segment EBITDA $8,491 $7,622 11.4% Adjusted Segment EBITDA Margin 6.2% 6.0% — Economic Consulting Revenues $172,283 $160,479 7.4% 7.4% Adjusted Segment EBITDA $29,991 $31,308 -4.2% Adjusted Segment EBITDA Margin 17.4% 19.5% — Technology Revenues $64,604 $58,624 10.2% 9.9% Adjusted Segment EBITDA $7,788 $10,155 -23.3% Adjusted Segment EBITDA Margin 12.1% 17.3% — Strategic Communications Revenues $69,866 $60,476 15.5% 15.9% Adjusted Segment EBITDA $14,925 $11,738 27.2% Adjusted Segment EBITDA Margin 21.4% 19.4% —   All numbers in $000s, except for per share data and percentages


Slide 4

Full Year 2021: Financial Review   Consolidated Results FY 2021 FY 2020 % Variance Percentage Change in Revenues Excluding the Estimated Impact of Foreign Currency Translation for FY 2021 vs. FY 2020 Revenues $2,776,222 $2,461,275 12.8% 10.8% Net income $234,966 $210,682 11.5% Earnings per Diluted Share $6.65 $5.67 17.3% Adjusted Earnings per Diluted Share (1) $6.76 $5.99 12.9% Adjusted EBITDA (1) $354,010 $332,271 6.5% Adjusted EBITDA Margin (1) 12.8% 13.5% — Segment Results Corporate Finance & Restructuring Revenues $938,969 $910,184 3.2% 1.2% Adjusted Segment EBITDA $155,482 $216,830 -28.3% Adjusted Segment EBITDA Margin 16.6% 23.8% — Forensic and Litigation Consulting Revenues $584,835 $500,275 16.9% 15.4% Adjusted Segment EBITDA $72,545 $33,374 117.4% Adjusted Segment EBITDA Margin 12.4% 6.7% — Economic Consulting Revenues $697,405 $599,088 16.4% 14.3% Adjusted Segment EBITDA $117,186 $91,432 28.2% Adjusted Segment EBITDA Margin 16.8% 15.3% — Technology Revenues $287,366 $223,016 28.9% 26.8% Adjusted Segment EBITDA $55,739 $43,013 29.6% Adjusted Segment EBITDA Margin 19.4% 19.3% — Strategic Communications Revenues $267,647 $228,712 17.0% 13.9% Adjusted Segment EBITDA $54,313 $38,975 39.4% Adjusted Segment EBITDA Margin 20.3% 17.0% —   All numbers in $000s, except for per share data and percentages (1) See “Financial Tables” and “End Notes: FTI Consulting Non-GAAP Financial Measures” for the reconciliations and definitions of Adjusted Earnings per Diluted Share and Adjusted EBITDA, which are non-GAAP financial measures, to the most directly comparable GAAP financial measures, and for the definition of Adjusted EBITDA Margin, which is a non-GAAP financial measure.


Slide 5

Cash Position and Capital Allocation Snapshot As of December 31, 2021, September 30, 2021 and December 31, 2020 (1)DSO is a performance measure used to assess how quickly the Company collects accounts receivable. 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. (2)Total debt excludes the impact of unamortized deferred issuance costs and unamortized deferred debt discount related to our 2.0% convertible senior notes due 2023. (3)See “Financial Tables” and “End Notes: FTI Consulting Non-GAAP Financial Measures” for the reconciliation and definition of Free Cash Flow, which is a non-GAAP financial measure, to the most directly comparable GAAP financial measure. All numbers in $000s, except for DSO  As of December 31, 2021 As of September 30, 2021 As of December 31, 2020 Cash and cash equivalents $494,485 $342,527 $294,953 Accounts receivable, net $754,120 $809,878 $711,357 Days Sales Outstanding ("DSO") (1) 94 100 95 Net cash provided by operating activities $355,483 $ 155,920 $327,069 Purchases of property and equipment $(68,569) $ (52,470) $(34,866) Purchase and retirement of common stock $ (46,133) $ (46,133) $(353,593) Total Debt (2) $316,245 $341,250 $316,250 Free Cash Flow (3) $286,914 $ 103,450 $292,203


Slide 6


Slide 7

Reconciliations of Net Income to Adjusted Net Income and Earnings per Diluted Share to Adjusted Earnings per Diluted Share Three Months Ended December 31, 2021 and December 31, 2020 (1)See “End Notes: FTI Consulting Non-GAAP Financial Measures” for the definitions of Adjusted Net Income and Adjusted Earnings per Diluted Share, which are non-GAAP financial measures. All numbers in $000s, except for per share data Three Months Ended December 30, 2021 Three Months Ended December 30, 2020 Net income $38,208 $55,589 Non-cash interest expense on convertible notes 2,445 2,317 Tax impact of non-cash interest expense on convertible notes (636) (602) Adjusted Net Income (1) $40,017 $57,304       Earnings per Diluted Share $1.07 $1.57 Non-cash interest expense on convertible notes 0.08 0.06 Tax impact of non-cash interest expense on convertible notes (0.02) (0.02) Adjusted Earnings per Diluted Share (1) $1.13 $1.61 Weighted average number of common shares outstanding — diluted 35,550 35,484


Slide 8

Reconciliations of Net Income to Adjusted Net Income and Earnings per Diluted Share to Adjusted Earnings per Diluted Share Years Ended December 31, 2021 and December 31, 2020 (1)See “End Notes: FTI Consulting Non-GAAP Financial Measures” for the definitions of Adjusted Net Income and Adjusted Earnings per Diluted Share, which are non-GAAP financial measures. All numbers in $000s, except for per share data Year Ended December 31, 2021 Year Ended December 31, 2020 Net income $234,966 $210,682 Remeasurement of acquisition-related contingent consideration (3,130) — Special charges — 7,103 Tax impact of special charges — (1,847) Non-cash interest expense on convertible notes 9,586 9,083 Tax impact of non-cash interest expense on convertible notes (2,492) (2,361) Adjusted Net Income (1) $238,930 $222,660       Earnings per Diluted Share $6.65 $5.67 Remeasurement of acquisition-related contingent consideration (0.09) — Special charges — 0.19 Tax impact of special charges — (0.05) Non-cash interest expense on convertible notes 0.27 0.24 Tax impact of non-cash interest expense on convertible notes (0.07) (0.06) Adjusted Earnings per Diluted Share (1) $6.76 $5.99 Weighted average number of common shares outstanding — diluted 35,337 37,149


Slide 9

Reconciliations of Net Income and Operating Income to Adjusted EBITDA Three Months Ended December 31, 2021 and December 31, 2020 All numbers in $000s (1)See “End Notes: FTI Consulting Non-GAAP Financial Measures” for the definition of Adjusted EBITDA, which is a non-GAAP financial measure. Three Months Ended December 30, 2021   Corporate Finance & Restructuring Forensic and Litigation Consulting Economic Consulting Technology Strategic Communications Unallocated Corporate Total Net income $38,208 Interest income and other (896) Interest expense 5,130 Income tax provision 8,587 Operating income $19,047 $7,044 $28,571 $4,612 $14,171 $(22,416) $51,029 Depreciation and amortization 1,346 1,200 1,420 3,176 536 960 8,638 Amortization of intangible assets 1,841 247 — — 218 2 2,308 Adjusted EBITDA (1) $22,234 $8,491 $29,991 $7,788 $14,925 $(21,454) $61,975 Three Months Ended December 30, 2020   Corporate Finance & Restructuring Forensic and Litigation Consulting Economic Consulting Technology Strategic Communications Unallocated Corporate Total Net income $55,589 Interest income and other 4,291 Interest expense 4,636 Income tax provision 6,422 Operating income $32,182 $6,046 $29,774 $7,227 $10,244 $(14,535) $70,938 Depreciation and amortization 1,359 1,403 1,342 2,928 776 654 8,462 Amortization of intangible assets 1,864 173 192 — 718 — 2,947 Adjusted EBITDA (1) $35,405 $7,622 $31,308 $10,155 $11,738 $(13,881) $82,347


Slide 10

Reconciliations of Net Income and Operating Income to Adjusted EBITDA Years Ended December 31, 2021 and December 31, 2020 All numbers in $000s (1)See “End Notes: FTI Consulting Non-GAAP Financial Measures” for the definition of Adjusted EBITDA, which is a non-GAAP financial measure. Year Ended December 31, 2021   Corporate Finance & Restructuring Forensic and Litigation Consulting Economic Consulting Technology Strategic Communications Unallocated Corporate Total Net income $234,966 Interest income and other (6,193) Interest expense 20,294 Income tax provision 62,981 Operating income $145,765 $66,643 $111,462 $42,927 $49,708 $(104,457) $312,048 Depreciation and amortization 5,362 5,008 5,724 12,812 2,166 3,197 34,269 Amortization of intangible assets 7,485 894 — — 2,439 5 10,823 Remeasurement of acquisition-related contingent consideration (3,130) — — — — — (3,130) Adjusted EBITDA (1) $155,482 $72,545 $117,186 $55,739 $54,313 $(101,255) $354,010 Year Ended December 31, 2020   Corporate Finance & Restructuring Forensic and Litigation Consulting Economic Consulting Technology Strategic Communications Unallocated Corporate Total Net income $210,682 Interest income and other 412 Interest expense 19,805 Income tax provision 51,764 Operating income $205,029 $23,899 $85,690 $30,869 $31,639 $(94,463) $282,663 Depreciation and amortization 4,485 5,191 5,382 11,867 2,456 2,737 32,118 Amortization of intangible assets 6,455 800 325 1 2,806 — 10,387 Special charges 861 3,484 35 276 2,074 373 7,103 Adjusted EBITDA (1) $216,830 $33,374 $91,432 $43,013 $38,975 $(91,353) $332,271


Slide 11

Reconciliations of Net Cash Provided by Operating Activities to Free Cash Flow Three Months and Years Ended December 31, 2021 and December 31, 2020 (1)See “End Notes: FTI Consulting Non-GAAP Financial Measures” for the definition of Free Cash Flow, which is a non-GAAP financial measure. All numbers in $000s Three Months Ended December 31, 2021 Year Ended December 31, 2021 Three Month Ended December 31, 2020 Year Ended December 31, 2020 Net cash provided by operating activities $199,563 $355,483 $186,092 $327,069 Purchases of property and equipment (16,099) (68,569) (9,203) (34,866) Free Cash Flow (1) $183,464 $286,914 $176,889 $292,203


Slide 12

End Notes: FTI Consulting Non-GAAP Financial Measures In this presentation, 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 measures are considered “non-GAAP financial measures” under the Securities and Exchange Commission ("SEC") rules. Specifically, we have referred to the following non-GAAP financial measures in this presentation: Adjusted 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 in this presentation. We define Segment Operating Income as a segment’s share of consolidated operating income. 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 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 this non-GAAP financial measure, 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 this non-GAAP financial measure, 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 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 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 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 and Consolidated Statements of Cash Flows.


Slide 13


Slide 14

Fourth Quarter and Full Year 2021: Select Geographic Review Percentage of Consolidated Revenues Revenue Growth Region Q4 2021 FY 2021 Q4 2021 vs. Q4 2020 FY 2021 vs. FY 2020 North America 62.2% 63.1% 6.8% 10.6% EMEA 29.9% 29.2% 8.6% 17.2% Asia Pacific 6.5% 6.3% 10.0% 12.8% Latin America 1.4% 1.4% 44.1% 30.5%


Slide 15

Fourth Quarter 2021 Select Awards & Accolades Led the Who’s Who Legal Arbitration Expert Witnesses list for the 12th consecutive year Who’s Who Legal Ranked as the #1 Restructuring Adviser by dollar volume on The Deal’s Q4 2021 Bankruptcy League Table The Deal Recognized for having the Best Cybersecurity Solution at the Regulation Asia Awards for Excellence 2021 Regulation Asia Honored as Firm of the Year in seven categories at the annual Who’s Who Legal Awards: Arbitration Expert Firm of the Year Construction Expert Witness Firm of the Year Consulting Firm of the Year Insurance Expert Witnesses Firm of the Year Investigations Digital Forensics Firm of the Year Restructuring & Insolvency Advisers Firm of the Year Competition Economics Firm of the Year Who’s Who Legal


Slide 16

Experts with Impact TM