8-K
FTI CONSULTING, INC DC false 0000887936 0000887936 2023-04-27 2023-04-27

 

 

UNITED STATES

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 27, 2023

 

 

FTI CONSULTING, INC.

(Exact Name of Registrant as Specified in Its 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading

Symbols(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 27, 2023, FTI Consulting, Inc. (“FTI Consulting”) announced financial results for the three-months ended March 31, 2023. 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.

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.

 

1


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 27, 2023 of FTI Consulting, Inc.
104    The Cover Page from FTI Consulting’s Current Report on Form 8-K dated April 27, 2023, 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: April 28, 2023      
    By:  

/s/ CURTIS P. LU

    Name:   Curtis P. Lu
    Title:   General Counsel

 

3

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 First Quarter 2023 Financial Results

 

   

First Quarter 2023 Revenues of $806.7 Million, Up 11.5% Compared to $723.6 Million in Prior Year Quarter; Excluding Estimated Negative Impact of FX, First Quarter 2023 Revenues Up 13.8% Compared to Prior Year Quarter

 

   

First Quarter 2023 EPS of $1.34 Compared to $1.66 in Prior Year Quarter

Washington, D.C., April 27, 2023 — FTI Consulting, Inc. (NYSE: FCN) today released financial results for the first quarter ended March 31, 2023.

First quarter 2023 revenues of $806.7 million increased $83.1 million, or 11.5%, compared to revenues of $723.6 million in the prior year quarter. Excluding the estimated negative impact from foreign currency translation (“FX”), revenues increased $99.7 million, or 13.8%, compared to the prior year quarter. The increase in revenues was primarily due to higher demand across the Corporate Finance & Restructuring, Forensic and Litigation Consulting and Technology segments. Net income of $47.5 million compared to $59.3 million in the prior year quarter. The decrease in net income was primarily due to an increase in compensation, including the impact of an 11.0% increase in billable headcount, higher selling, general and administrative (“SG&A”) expenses and FX remeasurement losses, which more than offset the increase in revenues compared to the prior year quarter. Adjusted EBITDA of $78.4 million, or 9.7% of revenues, compared to $90.5 million, or 12.5% of revenues, in the prior year quarter. First quarter 2023 earnings per diluted share (“EPS”) of $1.34 compared to $1.66 in the prior year quarter.

Steven H. Gunby, President and Chief Executive Officer of FTI Consulting, commented, “Our teams, once again, delivered record revenues this quarter, with revenues up 11.5%, or 13.8% excluding the impact of FX. Notwithstanding the strong top-line performance this quarter, our bottom line declined substantially compared to the prior year quarter. That shortfall was partially the result of a combination of factors that happened to cut negatively in the quarter but was also driven by major investments we have been making behind growth opportunities, which we believe will continue to support the powerful multi-year trajectory that our company has been on.”

Cash Position and Capital Allocation

Net cash used in operating activities of $254.2 million for the quarter ended March 31, 2023 compared to $203.8 million for the quarter ended March 31, 2022. The year-over-year increase in net cash used in operating activities was largely due to an increase in salaries primarily related to headcount growth, higher operating expenses and an increase in annual bonus payments, which was partially offset by an increase in cash collections.


Cash and cash equivalents of $238.5 million at March 31, 2023 compared to $271.1 million at March 31, 2022 and $491.7 million at December 31, 2022. Total debt, net of cash, of $122.7 million at March 31, 2023 compared to $60.1 million at March 31, 2022 and ($175.5) million at December 31, 2022. The sequential increase in total debt, net of cash, was primarily due to an increase in cash used in operating activities, which included annual bonus payments.

During the quarter ended March 31, 2023, the Company repurchased 112,139 shares of its common stock at an average price per share of $158.70 for a total cost of $17.8 million. As of March 31, 2023, approximately $460.7 million remained available for common stock repurchases under the Company’s stock repurchase program.

First Quarter 2023 Segment Results

Corporate Finance & Restructuring

Revenues in the Corporate Finance & Restructuring segment increased $46.7 million, or 18.4%, to

$300.0 million in the quarter compared to $253.3 million in the prior year quarter. Excluding the estimated negative impact from FX, revenues increased $51.4 million, or 20.3%, compared to the prior year quarter. Acquisition-related revenues contributed $1.5 million in the quarter. The increase in revenues was due to higher demand for restructuring and business transformation services, which was partially offset by a decline in demand for transactions services. Adjusted Segment EBITDA of $55.0 million, or 18.3% of segment revenues, compared to $53.5 million, or 21.1% of segment revenues, in the prior year quarter. The increase in Adjusted Segment EBITDA was primarily due to higher revenues, which was partially offset by higher compensation, which includes the impact of a 13.9% increase in billable headcount, and higher SG&A expenses compared to the prior year quarter.

Forensic and Litigation Consulting

Revenues in the Forensic and Litigation Consulting segment increased $19.5 million, or 12.7%, to $173.4 million in the quarter compared to $153.9 million in the prior year quarter. Excluding the estimated negative impact from FX, revenues increased $22.0 million, or 14.3%, compared to the prior year quarter. The increase in revenues was primarily due to higher demand for data & analytics, investigations and health solutions services. Adjusted Segment EBITDA of $18.6 million, or 10.7% of segment revenues, compared to $17.3 million, or 11.2% of segment revenues, in the prior year quarter. The increase in Adjusted Segment EBITDA was primarily due to higher revenues, which was partially offset by an increase in compensation, which includes the impact of a 4.2% increase in billable headcount, an increase in as-needed contractor expenses and higher SG&A expenses compared to the prior year quarter.

Economic Consulting

Revenues in the Economic Consulting segment increased $3.6 million, or 2.2%, to $169.6 million in the quarter compared to $166.0 million in the prior year quarter. Excluding the estimated negative impact from FX, revenues increased $8.6 million, or 5.2%, compared to the prior year quarter. The increase in revenues was primarily due to higher demand for merger and acquisition (“M&A”)-related antitrust services and higher realization for non-M&A-related antitrust services, which was partially offset by lower demand for non-M&A-related antitrust services. Adjusted Segment EBITDA of $14.2 million, or 8.4% of segment revenues, compared to $21.2 million, or 12.8% of segment revenues, in the prior year quarter. The decrease in Adjusted Segment EBITDA was primarily due to higher compensation, which includes the impact of an 8.5% increase in billable headcount, and higher SG&A expenses compared to the prior year quarter.


Technology

Revenues in the Technology segment increased $10.1 million, or 12.6%, to $90.6 million in the quarter compared to $80.5 million in the prior year quarter. Excluding the estimated negative impact from FX, revenues increased $11.8 million, or 14.6%, compared to the prior year quarter. The increase in revenues was primarily due to higher demand for investigations and litigation services, which was partially offset by lower demand for information governance, privacy & security services. Adjusted Segment EBITDA of $15.4 million, or 17.0% of segment revenues, compared to $13.4 million, or 16.6% of segment revenues, in the prior year quarter. The increase in Adjusted Segment EBITDA was primarily due to higher revenues, which was partially offset by higher SG&A expenses and an increase in compensation, which includes the impact of a 17.1% increase in billable headcount, compared to the prior year quarter.

Strategic Communications

Revenues in the Strategic Communications segment increased $3.2 million, or 4.5%, to $73.1 million in the quarter compared to $69.9 million in the prior year quarter. Excluding the estimated negative impact from FX, revenues increased $6.0 million, or 8.6%, compared to the prior year quarter. The increase in revenues was primarily due to higher demand for corporate reputation services. Adjusted Segment EBITDA of $9.6 million, or 13.1% of segment revenues, compared to $15.7 million, or 22.5% of segment revenues, in the prior year quarter. The decrease in Adjusted Segment EBITDA was primarily due to higher compensation, which includes the impact of a 16.2% increase in billable headcount, and higher SG&A expenses, which more than offset the increase in revenues compared to the prior year quarter.

First Quarter 2023 Conference Call

FTI Consulting will host a conference call for analysts and investors to discuss first quarter 2023 financial results at 9:00 a.m. Eastern Time on Thursday, April 27, 2023. 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 7,700 employees located in 31 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 $3.03 billion in revenues during fiscal year 2022. 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 provided by (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, initiatives, projections, prospects, policies and practices, objectives, goals, commitments, 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, climate change-related matters, scientific and technological developments, 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,” “commits,” “aspires,” “forecasts,” “future,” “goal,” “seeks” 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 actual financial results, performance or achievements and outcomes could differ materially from those expressed in, or implied by, any forward-looking statements. 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. Any references to standards of measurement and performance made regarding our climate change-, ESG- or other sustainability-related plans, goals, commitments, intentions, aspirations, forecasts or projections, or expectations are developing and based on 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 plans, expectations, intentions, aspirations, beliefs, goals, estimates, forecasts and projections, including any that are ESG- or sustainability-related, will result or be achieved. 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 or future public health crisis, 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, 2022 filed with the SEC on February 23, 2023 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,
2023
    December 31,
2022
 
     (Unaudited)        

Assets

    

Current assets

    

Cash and cash equivalents

   $ 238,539     $ 491,688  

Accounts receivable, net

     988,144       896,153  

Current portion of notes receivable

     27,989       27,292  

Prepaid expenses and other current assets

     97,733       95,469  
  

 

 

   

 

 

 

Total current assets

     1,352,405       1,510,602  

Property and equipment, net

     163,051       153,466  

Operating lease assets

     208,894       203,764  

Goodwill

     1,230,067       1,227,593  

Intangible assets, net

     22,158       25,514  

Notes receivable, net

     62,268       55,978  

Other assets

     62,140       64,490  
  

 

 

   

 

 

 

Total assets

   $ 3,100,983     $ 3,241,407  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current liabilities

    

Accounts payable, accrued expenses and other

   $ 177,223     $ 173,953  

Accrued compensation

     308,762       541,892  

Billings in excess of services provided

     52,467       53,646  
  

 

 

   

 

 

 

Total current liabilities

     538,452       769,491  

Long-term debt, net

     360,583       315,172  

Noncurrent operating lease liabilities

     227,066       221,604  

Deferred income taxes

     158,315       162,374  

Other liabilities

     95,679       91,045  
  

 

 

   

 

 

 

Total liabilities

     1,380,095       1,559,686  
  

 

 

   

 

 

 

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 — 33,983 (2023) and 34,026 (2022)

     340       340  

Additional paid-in capital

     —         —    

Retained earnings

     1,887,420       1,858,103  

Accumulated other comprehensive loss

     (166,872     (176,722
  

 

 

   

 

 

 

Total stockholders’ equity

     1,720,888       1,681,721  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 3,100,983     $ 3,241,407  
  

 

 

   

 

 

 


FTI CONSULTING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except per share data)

 

     Three Months Ended
March 31,
 
     2023     2022  
              
     (Unaudited)  

Revenues

   $ 806,706     $ 723,620  
  

 

 

   

 

 

 

Operating expenses

    

Direct cost of revenues

     553,509       493,104  

Selling, general and administrative expenses

     184,213       148,971  

Amortization of intangible assets

     2,182       2,268  
  

 

 

   

 

 

 
     739,904       644,343  
  

 

 

   

 

 

 

Operating income

     66,802       79,277  
  

 

 

   

 

 

 

Other income (expense)

    

Interest income and other

     (1,342     (347

Interest expense

     (2,939     (2,642
  

 

 

   

 

 

 
     (4,281     (2,989
  

 

 

   

 

 

 

Income before income tax provision

     62,521       76,288  

Income tax provision

     14,974       16,967  
  

 

 

   

 

 

 

Net income

   $ 47,547     $ 59,321  
  

 

 

   

 

 

 

Earnings per common share — basic

   $ 1.43     $ 1.76  
  

 

 

   

 

 

 

Weighted average common shares outstanding — basic

     33,301       33,619  
  

 

 

   

 

 

 

Earnings per common share — diluted

   $ 1.34     $ 1.66  
  

 

 

   

 

 

 

Weighted average common shares outstanding — diluted

     35,482       35,646  
  

 

 

   

 

 

 

Other comprehensive income (loss), net of tax

    

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

   $ 9,850     $ (6,191
  

 

 

   

 

 

 

Total other comprehensive income (loss), net of tax

     9,850       (6,191
  

 

 

   

 

 

 

Comprehensive income

   $ 57,397     $ 53,130  
  

 

 

   

 

 

 


FTI CONSULTING, INC.

RECONCILIATION OF NET INCOME AND OPERATING INCOME TO ADJUSTED EBITDA

(in thousands)

 

Three Months Ended March 31, 2023

(Unaudited)

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

Net income

                    $ 47,547  

Interest income and other

                      1,342  

Interest expense

                      2,939  

Income tax provision

                      14,974  
                   

 

 

 

Operating income

   $ 51,216      $ 17,048      $ 12,700      $ 11,890      $ 8,683      $ (34,735   $ 66,802  

Depreciation and amortization

     1,892        1,379        1,493        3,476        787        416       9,443  

Amortization of intangible assets

     1,912        184        —          —          86        —         2,182  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Adjusted EBITDA

   $ 55,020      $ 18,611      $ 14,193      $ 15,366      $ 9,556      $ (34,319   $ 78,427  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

Three Months Ended March 31, 2022

(Unaudited)

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

Net income

                     $ 59,321  

Interest income and other

                       347  

Interest expense

                       2,642  

Income tax provision

                       16,967  
                    

 

 

 

Operating income

   $ 50,053      $ 15,542      $ 19,943      $ 10,243      $ 14,834      $ 31,338      $ 79,277  

Depreciation and amortization

     1,666        1,467        1,252        3,120        679        723        8,907  

Amortization of intangible assets

     1,820        248        —          —          200        —          2,268  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ 53,539      $ 17,257      $ 21,195      $ 13,363      $ 15,713      $ 30,615      $ 90,452  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 


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, 2023 (Unaudited)

             

Corporate Finance & Restructuring

  $ 299,987     $ 55,020       18.3     62    $ 460        2,002  

Forensic and Litigation Consulting

    173,404       18,611       10.7     55    $ 376        1,577  

Economic Consulting

    169,595       14,193       8.4     68    $ 458        1,031  

Technology (1)

    90,618       15,366       17.0     N/M        N/M        581  

Strategic Communications (1)

    73,102       9,556       13.1     N/M        N/M        995  
 

 

 

   

 

 

   

 

 

         

 

 

 
  $ 806,706     $ 112,746       14.0           6,186  
 

 

 

   

 

 

   

 

 

         

 

 

 

Unallocated Corporate

      (34,319          
   

 

 

           

Adjusted EBITDA

    $ 78,427       9.7        
   

 

 

           

Three Months Ended March 31, 2022 (Unaudited)

             

Corporate Finance & Restructuring

  $ 253,329     $ 53,539       21.1     63    $ 450        1,757  

Forensic and Litigation Consulting

    153,896       17,257       11.2     55    $ 357        1,513  

Economic Consulting

    165,977       21,195       12.8     72    $ 484        950  

Technology (1)

    80,484       13,363       16.6     N/M        N/M        496  

Strategic Communications (1)

    69,934       15,713       22.5     N/M        N/M        856  
 

 

 

   

 

 

   

 

 

         

 

 

 
  $ 723,620     $ 121,067       16.7           5,572  
 

 

 

   

 

 

   

 

 

         

 

 

 

Unallocated Corporate

      (30,615          
   

 

 

           

Adjusted EBITDA

    $ 90,452       12.5        
   

 

 

           

 

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,
 
     2023     2022  
              
     (Unaudited)  

Operating activities

    

Net income

   $ 47,547     $ 59,321  

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

    

Depreciation and amortization

     9,443       8,907  

Amortization of intangible assets

     2,182       2,268  

Acquisition-related contingent consideration

     1,284       (979

Provision for expected credit losses

     7,012       4,859  

Share-based compensation

     6,365       5,967  

Amortization of debt issuance costs and other

     646       527  

Deferred income taxes

     (3,016     2,379  

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

    

Accounts receivable, billed and unbilled

     (93,739     (66,471

Notes receivable

     (6,851     1,345  

Prepaid expenses and other assets

     321       (3,829

Accounts payable, accrued expenses and other

     1,315       3,096  

Income taxes

     5,658       1,116  

Accrued compensation

     (230,967     (216,560

Billings in excess of services provided

     (1,406     (5,724
  

 

 

   

 

 

 

Net cash used in operating activities

     (254,206     (203,778
  

 

 

   

 

 

 

Investing activities

    

Payments for acquisition of businesses, net of cash received

     —         (6,698

Purchases of property and equipment and other

     (18,012     (12,607
  

 

 

   

 

 

 

Net cash used in investing activities

     (18,012     (19,305
  

 

 

   

 

 

 

Financing activities

    

Borrowings under revolving line of credit

     90,000       155,000  

Repayments under revolving line of credit

     (45,000     (140,000

Purchase and retirement of common stock

     (20,982     (3,098

Share-based compensation tax withholdings and other

     (9,064     (6,916

Payments for business acquisition liabilities

     (847     (2,680

Deposits and other

     1,660       1,855  
  

 

 

   

 

 

 

Net cash provided by financing activities

     15,767       4,161  
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     3,302       (4,420
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (253,149     (223,342

Cash and cash equivalents, beginning of period

     491,688       494,485  
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 238,539     $ 271,143  
  

 

 

   

 

 

 


FTI CONSULTING, INC.

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

(in thousands)

 

     Three Months Ended
March 31,
 
     2023     2022  
              
     (Unaudited)  

Net cash used in operating activities

   $ (254,206   $ (203,778

Purchases of property and equipment

     (18,033     (12,607
  

 

 

   

 

 

 

Free Cash Flow

   $ (272,239   $ (216,385