FTI CONSULTING, INC - Quarter Report: 2012 June (Form 10-Q)

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-14875

FTI CONSULTING, INC.

(Exact Name of Registrant as Specified in its Charter)


Maryland		52-1261113
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

777 South Flagler Drive, Suite 1500 West Tower, West Palm Beach, Florida		33401
(Address of Principal Executive Offices)		(Zip Code)

(561) 515-1900

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer x		Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)		Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at July 25, 2012
Common stock, par value $0.01 per share		42,050,496

FTI CONSULTING, INC. AND SUBSIDIARIES

INDEX


		Page

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets—June 30, 2012 and December 31, 2011		3

	Condensed Consolidated Statements of Comprehensive Income (Loss)—Three and six months ended June 30, 2012 and 2011		4

	Condensed Consolidated Statement of Stockholders’ Equity—Six months ended June 30, 2012		5

	Condensed Consolidated Statements of Cash Flows—Six months ended June 30, 2012 and 2011		6

	Notes to Condensed Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		42

Item 4.	Controls and Procedures		43

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings		44

Item 1A.	Risk Factors		44

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		44

Item 3.	Defaults Upon Senior Securities		44

Item 4.	Mine Safety Disclosures		45

Item 5.	Other Information		45

Item 6.	Exhibits		45

SIGNATURES			46

PART I—FINANCIAL INFORMATION

FTI Consulting, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

Item 1.

Financial Statements


	June 30, 2012			December 31, 2011
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	165,981		$	264,423
Restricted cash		1,152			10,213
Accounts receivable:
Billed receivables		355,598			335,758
Unbilled receivables		200,361			173,440
Allowance for doubtful accounts and unbilled services		(83,300	)		(80,096	)

Accounts receivable, net		472,659			429,102
Current portion of notes receivable		33,454			26,687
Prepaid expenses and other current assets		35,400			30,448
Income taxes receivable		15,790			10,081

Total current assets		724,436			770,954
Property and equipment, net of accumulated depreciation		68,807			74,448
Goodwill		1,313,382			1,309,358
Other intangible assets, net of amortization		107,782			118,889
Notes receivable, net of current portion		99,191			81,748
Other assets		60,483			55,687

Total assets	$	2,374,081		$	2,411,084

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable, accrued expenses and other	$	96,421		$	132,773
Accrued compensation		137,378			180,366
Current portion of long-term debt and capital lease obligations		154,305			153,381
Billings in excess of services provided		19,958			19,063
Deferred income taxes		7,375			12,254

Total current liabilities		415,437			497,837
Long-term debt and capital lease obligations, net of current portion		643,078			643,579
Deferred income taxes		94,376			88,071
Other liabilities		70,867			75,395

Total liabilities		1,223,758			1,304,882

Commitments and contingent liabilities (notes 7, 9 and 10)
Stockholders’ equity
Preferred stock, $0.01 par value; shares authorized—5,000; none outstanding		—			—
Common stock, $0.01 par value; shares authorized—75,000; shares issued and outstanding—42,039 (2012) and 41,484 (2011)		420			415
Additional paid-in capital		400,027			383,978
Retained earnings		804,379			778,201
Accumulated other comprehensive loss		(54,503	)		(56,392	)

Total stockholders’ equity		1,150,323			1,106,202

Total liabilities and stockholders’ equity	$	2,374,081		$	2,411,084

See accompanying notes to the condensed consolidated financial statements

FTI Consulting, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands, except per share data)

Unaudited


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Revenues	$	396,243		$	400,437		$	791,471		$	762,253

Operating expenses
Direct cost of revenues		248,220			250,844			493,838			473,928
Selling, general and administrative expense		92,460			94,442			195,049			182,745
Special charges		26,782			15,212			26,782			15,212
Acquisition-related contingent consideration		(3,541	)		799			(2,984	)		1,595
Amortization of other intangible assets		5,490			5,498			11,007			10,952

		369,411			366,795			723,692			684,432

Operating income		26,832			33,642			67,779			77,821

Other income (expense)
Interest income and other		(363	)		2,923			2,919			4,923
Interest expense		(15,195	)		(14,500	)		(30,399	)		(29,810	)

		(15,558	)		(11,577	)		(27,480	)		(24,887	)

Income before income tax provision		11,274			22,065			40,299			52,934
Income tax provision		3,527			6,740			14,121			18,351

Net income	$	7,747		$	15,325		$	26,178		$	34,583

Earnings per common share—basic	$	0.19		$	0.38		$	0.65		$	0.82

Earnings per common share—diluted	$	0.18		$	0.36		$	0.61		$	0.78


Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax expense (benefit) of $0 for the three and six months ended June 30, 2012, and $100 and ($2,068) for the three and six months ended June 30, 2011, respectively	$	(10,960	)	$	1,836		$	1,889		$	16,655

Other comprehensive income (loss), net of tax		(10,960	)		1,836			1,889			16,655

Comprehensive income (loss)	$	(3,213	)	$	17,161		$	28,067		$	51,238

See accompanying notes to the condensed consolidated financial statements

FTI Consulting, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity

(in thousands)

Unaudited


	Common Stock				Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Total
	Shares		Amount		Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Total
Balance December 31, 2011		41,484	$	415	$	383,978		$	778,201	$	(56,392	)	$	1,106,202
Net income		—		—		—			26,178		—			26,178
Other comprehensive income:
Cumulative translation adjustment		—		—		—			—		1,889			1,889
Issuance of common stock in connection with:
Exercise of options, net of income tax expense from share-based awards of $218		137		1		3,496			—		—			3,497
Restricted share grants, less net settled shares of 117		418		4		(4,576	)		—		—			(4,572	)
Stock units issued under incentive compensation plan		—		—		3,079			—		—			3,079
Business combinations		—		—		(3,647	)		—		—			(3,647	)
Reacquisition of equity component of convertible debt		—		—		(108	)		—		—			(108	)
Share-based compensation		—		—		17,805			—		—			17,805

Balance June 30, 2012		42,039	$	420	$	400,027		$	804,379	$	(54,503	)	$	1,150,323

See accompanying notes to the condensed consolidated financial statements

FTI Consulting, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

Unaudited


	Six Months Ended June 30,
	2012			2011
Operating activities
Net income	$	26,178		$	34,583
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		18,449			14,088
Amortization of other intangible assets		11,186			10,952
Acquisition-related contingent consideration		(2,984	)		1,595
Provision for doubtful accounts		7,027			5,768
Non-cash share-based compensation		17,805			22,283
Excess tax benefits from share-based compensation		(71	)		(124	)
Non-cash interest expense		3,887			4,190
Other		141			136
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable, billed and unbilled		(50,190	)		(99,137	)
Notes receivable		(23,834	)		(4,638	)
Prepaid expenses and other assets		(4,363	)		(5,893	)
Accounts payable, accrued expenses and other		(1,216	)		227
Income taxes		(17,108	)		(8,599	)
Accrued compensation		(43,081	)		4,093
Billings in excess of services provided		886			7,652

Net cash used in operating activities		(57,288	)		(12,824	)

Investing activities
Payments for acquisition of businesses, net of cash received		(21,550	)		(50,888	)
Purchases of property and equipment		(13,728	)		(12,705	)
Other		93			(405	)

Net cash used in investing activities		(35,185	)		(63,998	)

Financing activities
Borrowings under revolving line of credit		—			25,000
Payments of revolving line of credit		—			(25,000	)
Payments of long-term debt and capital lease obligations		(1,974	)		(937	)
Purchase and retirement of common stock		—			(209,400	)
Net issuance of common stock under equity compensation plans		(840	)		685
Excess tax benefits from share-based compensation		71			124
Other		(1,395	)		51

Net cash used in financing activities		(4,138	)		(209,477	)

Effect of exchange rate changes on cash and cash equivalents		(1,831	)		474

Net decrease in cash and cash equivalents		(98,442	)		(285,825	)
Cash and cash equivalents, beginning of period		264,423			384,570

Cash and cash equivalents, end of period	$	165,981		$	98,745

Supplemental cash flow disclosures
Cash paid for interest	$	25,367		$	25,711
Cash paid for income taxes, net of refunds		31,230			27,016
Non-cash investing and financing activities:
Issuance of stock units under incentive compensation plans		3,079			4,241

See accompanying notes to the condensed consolidated financial statements

FTI Consulting, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(dollar and share amounts in tables expressed in thousands, except per share data)

Unaudited

1. Basis of Presentation and Significant Accounting Policies

The unaudited condensed consolidated financial statements of FTI Consulting, Inc. and its wholly owned subsidiaries (“FTI Consulting,” the “Company,” “we,” or “our”) presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and under the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Some of the information and footnote disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. In management’s opinion, the interim financial statements reflect all adjustments that are necessary for a fair presentation of the results for the interim periods presented. All adjustments made were normal recurring accruals. Results of operations for the interim periods presented herein are not necessarily indicative of results of operations for a full year. These financial statements should be read in conjunction with the consolidated financial statements and the notes contained in our Annual Report on Form 10-K for the year ended December 31, 2011.

2. Earnings Per Common Share

Basic earnings per common share are calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share adjust basic earnings per share for the effects of potentially dilutive common shares. Potentially dilutive common shares include the dilutive effects of shares issuable under our equity compensation plans, including stock options and restricted stock, and shares issuable upon conversion of our 3³/₄% senior subordinated convertible notes due 2012 (“Convertible Notes”) assuming the conversion premium was converted into common stock based on the average closing price per share of our stock during the period, each using the treasury stock method. The conversion feature of our Convertible Notes had a dilutive effect on our earnings per share for the periods presented below because the average closing price per share of our common stock for such periods was above the conversion price of the Convertible Notes of $31.25 per share.


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Numerator—basic and diluted
Net income	$	7,747	$	15,325	$	26,178	$	34,583

Denominator
Weighted average number of common shares outstanding—basic		40,592		40,587		40,475		42,223
Effect of dilutive stock options		646		949		804		918
Effect of dilutive convertible notes		229		836		737		759
Effect of dilutive restricted shares		607		540		656		520

Weighted average number of common shares outstanding—diluted		42,074		42,912		42,672		44,420

Earnings per common share—basic	$	0.19	$	0.38	$	0.65	$	0.82

Earnings per common share—diluted	$	0.18	$	0.36	$	0.61	$	0.78

Antidilutive stock options and restricted shares		3,530		2,162		2,806		2,091

3. Special Charges

During the second quarter of 2011, we recorded special charges of $15.2 million. The charges reflect actions we took to reduce senior management related overhead in connection with the realignment of our segment management on a global basis and to align our workforce with expected market trends, primarily in our Corporate Finance/Restructuring segment.

During the quarter ended June 30, 2012, we recorded special charges totaling $26.8 million, of which $4.6 million was non-cash. The charges reflect actions we took to realign our workforce to address current business demands and global macro-economic conditions impacting our Forensic and Litigation Consulting, Strategic Communications and Technology segments and address certain targeted practices within our Corporate Finance/Restructuring and Economic Consulting segments, and to reduce excess real estate capacity. These actions include the termination of 116 employees, the consolidation of leased office space within six office locations and certain other actions. The special charges consisted of:

•

$18.4 million of salary continuance and other contractual employee related costs, including loan forgiveness and accelerated recognition of compensation cost of share-based awards, associated with the reduction in workforce of 116 employees; and

•

$8.4 million of expense associated with lease costs related to the consolidation of leased office space within six office locations.

The following table details the special charges by segment for the quarter ended June 30, 2012:


Corporate Finance/Restructuring	$	11,116
Forensic and Litigation Consulting		7,253
Economic Consulting		818
Technology		2,966
Strategic Communications		4,511

		26,664
Unallocated Corporate		118

Total	$	26,782

The total cash outflow associated with the 2012 special charges is expected to be $22.2 million, of which $1.1 million has been paid as of June 30, 2012, $9.4 million is expected to be paid during the remainder of 2012, $5.1 million is expected to be paid in 2013, $2.4 million is expected to be paid in 2014, and the remaining balance of $4.2 million related to lease costs will be paid from 2015 to 2025. In addition, the remaining balance of $0.9 million related to the 2011 special charges is expected to be paid during the remainder of 2012. A liability for the current and noncurrent portions of the amounts to be paid is included in “Accounts payable, accrued expenses and other” and “Other liabilities,” respectively, on the Condensed Consolidated Balance Sheets. Activity related to the liability for these costs for the six months ended June 30, 2012 is as follows:


	Employee Termination Costs			Lease Costs			Total
Balance at December 31, 2011	$	4,758		$	—		$	4,758
Additions		14,086			8,067			22,153
Payments		(4,372	)		(171	)		(4,543	)
Foreign currency translation adjustment and other		(266	)		—			(266	)

Balance at June 30, 2012	$	14,206		$	7,896		$	22,102

4. Provision for Doubtful Accounts

The provision for doubtful accounts is recorded after the related work has been billed to the client and we determine that full collectability is not reasonably assured. It is classified in “Selling, general and administrative expense” on the Condensed Consolidated Statements of Comprehensive Income (Loss). The provision for

doubtful accounts totaled $2.5 million and $7.0 million for the three and six months ended June 30, 2012, respectively and $3.2 million and $5.8 million for the three and six months ended June 30, 2011, respectively.

5. Research and Development Costs

Research and development costs related to software development totaled $5.1 million and $11.9 million for the three and six months ended June 30, 2012, respectively, and $6.0 million and $11.8 million for the three and six months ended June 30, 2011, respectively. Research and development costs are included in “Selling, general and administrative expense” on the Condensed Consolidated Statements of Comprehensive Income (Loss).

6. Financial Instruments

Derivative Financial Instruments

From time to time, we hedge the cash flows and fair values of some of our long-term debt using interest rate swaps. We enter into these derivative contracts to manage our exposure to interest rate changes by achieving a desired proportion of fixed rate versus variable rate debt.

Accordingly, to achieve the desired mix of fixed and floating interest rate debt, we entered into four interest rate swap agreements in March 2011, which we designated as fair value hedges of our 7³/₄% senior notes due 2016 (“2016 Notes”). Under the terms of the interest rate swaps, we received interest on the $215.0 million notional amount at a fixed rate of 7³/₄% and paid a variable rate of interest, which varied between 5.43% and 5.56% for the year ended December 31, 2011. The variable rate was based on the London Interbank Offered Rate (“LIBOR”) as the benchmark interest rate. The maturity, payment dates and other critical terms of these swaps exactly matched those of the hedged 2016 Notes. These interest rate swaps qualified for hedge accounting using the short-cut method under ASC 815-20-25, Derivatives and Hedging, which assumes no hedge ineffectiveness. As a result, the changes in the fair value of the interest rate swaps and the changes in fair value of the hedged debt were assumed to be equal and offsetting.

On December 16, 2011, we negotiated the right to terminate the interest rate swap agreements. Upon termination of these interest rate swap agreements we received cash proceeds of approximately $6.6 million, including $1.0 million of accrued interest. The net proceeds of $5.6 million have been recorded in “Long-term debt and capital lease obligations” on the Condensed Consolidated Balance Sheets and will be amortized as a reduction to interest expense over the remaining term of the 2016 Notes, resulting in an effective interest rate of 7.1% per annum. For the six months ended June 30, 2012, $0.5 million of the net proceeds have been amortized as a reduction of interest expense, with a remaining balance of $5.1 million at June 30, 2012. At June 30, 2012, we had no derivative instruments.

Fair Value of Financial Instruments

We consider the recorded value of certain of our financial assets and liabilities, which consist primarily of cash equivalents, accounts receivable and accounts payable, to approximate the fair value of the respective assets and liabilities at June 30, 2012 and December 31, 2011, based on the short-term nature of the assets and liabilities. The fair value of our long-term debt at June 30, 2012 was $825 million compared to a carrying value of $815 million. At December 31, 2011, the fair value of our long-term debt was $882 million compared to a carrying value of $815 million. We determine the fair value of our long-term debt primarily based on quoted market prices for our 2016 Notes, 6³/₄% senior notes due 2020 and Convertible Notes. The fair value of our long-term debt is classified within Level 2 of the fair value hierarchy, because it is traded in less active markets. The carrying value of long-term debt includes the $18.0 million equity component of our Convertible Notes which is recorded in “Additional paid-in capital” on the Condensed Consolidated Balance Sheets.

We estimate the fair value of acquisition-related contingent consideration using a probability-weighted discounted cash flow model. This fair value measure is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Fair value measurements characterized within Level 3 of the fair value hierarchy are valued based on unobservable inputs that are supported by little or no market activity and reflect our own assumptions in measuring fair value.

The significant unobservable inputs used in the fair value measurements of our acquisition-related contingent consideration are our measures of the future profitability and related cash flows and discount rates. Significant increases (decreases) in any of these inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumptions used for the discount rates is accompanied by a directionally opposite change in the fair value measurement and a change in the assumptions used for the future cash flows is accompanied by a directionally similar change in the fair value measurement.

The following table represents the change in the acquisition-related contingent consideration liability during the three and six months ended June 30, 2012 and 2011:


	Three Months Ended June 30,					Six Months Ended June 30,
(in thousands)	2012			2011		2012			2011
Beginning balance	$	15,276		$	20,076	$	14,990		$	19,864
Acquisition date fair value measurement		—			3,000		—			3,000
Adjustments to fair value recorded in earnings^(a)		(3,541	)		799		(2,984	)		1,595
Payments		(917	)		—		(1,287	)		(577	)
Elimination of contingency^(b)		(2,534	)		—		(2,534	)		—
Unrealized gains (losses) related to currency translation in other comprehensive income		(47	)		7		52			—

Ending balance	$	8,237		$	23,882	$	8,237		$	23,882

^(a)

Adjustments to fair value related to accretion and remeasurement of contingent consideration are recorded in “Acquisition-related contingent consideration” on the Condensed Consolidated Statements of Comprehensive Income (Loss). We recognized a gain on remeasurement of contingent consideration of $4.1 million during the three and six months ended June 30, 2012, and accretion expense of $0.6 million and $1.1 million, respectively.

^(b)

During the three months ended June 30, 2012, we fixed an acquisition-related contingent consideration liability in the amount of $2.5 million. The non-contingent consideration liability is no longer required to be remeasured to fair value and, accordingly, is not classified as a Level 3 measurement.

The following table presents financial liabilities measured at fair value:


	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
As of June 30, 2012
Liabilities:
Acquisition-related contingent consideration, including current portion	$	—	$	—	$	8,237	$	8,237
As of December 31, 2011
Liabilities:
Acquisition-related contingent consideration, including current portion	$	—	$	—	$	14,990	$	14,990

7. Acquisitions

In March 2012, we completed an acquisition in the United States for our Corporate Finance/Restructuring segment. We paid aggregate cash consideration of approximately $1.9 million at closing, which is recorded in goodwill as of June 30, 2012 as part of the preliminary purchase price allocation. Pro forma results of operations have not been presented because the acquisition was not material in relation to our consolidated financial position or results of operations for the periods presented.

In March 2011, we completed acquisitions of certain practices of LECG Corporation (“LECG”) in Europe, the United States and Latin America with services relating to those provided through our Economic Consulting, Forensic and Litigation Consulting, and Corporate Finance/Restructuring segments. The acquisition-date fair

value of the total consideration transferred is approximately $30.0 million, which consisted of $27.0 million of cash paid at the closings of these acquisitions, a portion of which is subject to certain working capital and other adjustments, and contingent consideration with an estimated fair value of $2.9 million. As part of the purchase price allocation, we recorded an aggregate of $24.2 million of accounts receivable, $6.3 million of identifiable intangible assets, $20.6 million of assumed liabilities and $14.8 million of goodwill. The identifiable intangible assets consisted of customer relationships with a weighted average amortization period of 12.4 years. Aggregate acquisition-related costs of approximately $1.5 million have been recognized in earnings in 2011.

In August 2010, we acquired FS Asia Advisory Limited (formerly Ferrier Hodgson Hong Kong Group). The initial acquisition price included a contingent consideration liability. During the second quarter of 2012, management determined that the fair value of the acquisition-related contingent consideration liability had declined. This remeasurement of the contingent consideration was based on management’s probability-adjusted present value of the consideration expected to be transferred during the remainder of the earnout period, based on the acquired operations’ forecasted results. The resulting reduction in the liability of $4.1 million was recorded as income and is included within “Acquisition-related contingent consideration” in the Condensed Consolidated Statements of Comprehensive Income (Loss).

Certain acquisition-related restricted stock agreements entered into prior to January 1, 2009 contain stock price guarantees that may result in cash payments in the future if our share price falls below a specified per share market value on the date that the applicable stock restrictions lapse (the “determination date”). For those acquisitions, the future settlement of any contingency related to our common stock price will be recorded as a reduction to additional paid-in capital. During the three and six months ended June 30, 2012, we paid $2.9 million and $3.6 million, respectively, in cash in relation to the stock price guarantees on certain shares of common stock that became unrestricted, which was recorded as a reduction to additional paid-in-capital on the Condensed Consolidated Balance Sheets. Our remaining common stock price guarantee provisions have stock floor prices that range from $56.66 to $69.48 per share and have determination dates through 2013.

8. Goodwill and Other Intangible Assets

The changes in the carrying amounts of goodwill by operating segment for the six months ended June 30, 2012, are as follows:


	Corporate Finance/ Restructuring			Forensic and Litigation Consulting			Economic Consulting		Technology		Strategic Communications		Total
Balances at December 31, 2011	$	436,043		$	198,047		$	229,487	$	117,958	$	327,823	$	1,309,358
Goodwill acquired during the period		1,900			—			—		—		—		1,900
Foreign currency translation adjustment and other		(4	)		(158	)		172		18		2,096		2,124

Balances at June 30, 2012	$	437,939		$	197,889		$	229,659	$	117,976	$	329,919	$	1,313,382

Other intangible assets with finite lives are amortized over their estimated useful lives. For intangible assets with finite lives, we recorded amortization expense of $5.7 million and $11.2 million for the three and six months ended June 30, 2012, respectively, and $5.5 million and $11.0 million for the three and six months ended June 30, 2011, respectively. Based solely on the amortizable intangible assets recorded as of June 30, 2012, we estimate amortization expense to be $11.0 million during the remainder of 2012, $20.0 million in 2013, $11.6 million in 2014, $10.6 million in 2015, $9.1 million in 2016, $8.4 million in 2017, and $31.5 million in years after 2017. Actual amortization expense to be reported in future periods could differ from these estimates as a result of new intangible asset acquisitions, finalization of asset valuations for newly acquired assets, changes in useful lives, changes in value due to foreign currency translation, or other factors.


		June 30, 2012				December 31, 2011
	Useful Life in Years	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Finite lived intangible assets
Customer relationships	1 to 15	$	144,795	$	56,244	$	144,696	$	49,381
Non-competition agreements	1 to 10		14,395		10,036		14,601		8,965
Software	3 to 6		33,554		24,282		33,549		21,211

			192,744		90,562		192,846		79,557
Indefinite-lived intangible assets
Tradenames	Indefinite		5,600		—		5,600		—

		$	198,344	$	90,562	$	198,446	$	79,557

9. Long-term Debt and Capital Lease Obligations

The components of long-term debt and capital lease obligations are presented in the table below:


	June 30, 2012		December 31, 2011
7³/₄% senior notes due 2016^(a)	$	220,054	$	220,555
6³/₄% senior notes due 2020		400,000		400,000
3³/₄% senior subordinated convertible notes due 2012^(b)		148,276		146,867
Notes payable to former shareholders of acquired business		29,005		29,445

Total debt		797,335		796,867
Less current portion		154,281		153,312

Long-term debt, net of current portion		643,054		643,555

Total capital lease obligations		48		94
Less current portion		24		70

Capital lease obligations, net of current portion		24		24

Long-term debt and capital lease obligations, net of current portion	$	643,078	$	643,579

^(a)	Balance includes $215.0 million principal amount of 2016 Notes including a premium of $5.1 million at June 30, 2012 and $5.6 million at December 31, 2011.

^(b)	Balance includes $148.5 million principal amount of Convertible Notes, net of discount of $0.2 million at June 30, 2012 and $149.9 million principal amount of Convertible Notes, net of discount of $3.1 million at December 31, 2011.

Convertible Notes

The Convertible Notes outstanding on June 30, 2012 matured on July 15, 2012. On July 16, 2012, we repaid in full in cash all amounts due on our outstanding Convertible Notes. The total repayment of approximately $151.3 million, including $2.8 million of accrued interest, was made using cash on hand and the proceeds of a $75.0 million borrowing under our senior secured bank credit facility.

10. Commitments and Contingencies

Contingencies

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

11. Share-Based Compensation

Share-based Awards and Share-based Compensation Expense

Our officers, employees, non-employee directors and certain individual service providers are eligible to participate in the Company’s equity compensation plans, subject to the discretion of the administrator of the plans. During the six months ended June 30, 2012, we granted an aggregate of 1,168,375 share-based awards, consisting primarily of restricted stock awards and stock options.

Total share-based compensation expense for the three and six months ended June 30, 2012 and 2011 is detailed in the following table:


	Three Months Ended June 30,				Six Months Ended June 30,
Comprehensive Income Statement Classification	2012		2011		2012		2011
Direct cost of revenues	$	3,025	$	7,975	$	9,408	$	15,821
Selling, general and administrative expense		3,239		3,101		7,159		5,637
Special charges		814		833		814		833

Total share-based compensation expense	$	7,078	$	11,909	$	17,381	$	22,291

12. Stockholders’ Equity

On June 6, 2012, our Board of Directors authorized a two-year stock repurchase program of up to $250 million (the “Repurchase Program”). As of June 30, 2012, the full program authorization of $250 million remained available under the Repurchase Program.

13. Segment Reporting

We manage our business in five reportable operating segments: Corporate Finance/Restructuring, Forensic and Litigation Consulting, Economic Consulting, Technology and Strategic Communications.

Our Corporate Finance/Restructuring segment focuses on strategic, operational, financial and capital needs of businesses around the world and provides consulting and advisory services on a wide range of areas, such as restructuring (including bankruptcy), interim management, financings, mergers and acquisitions (“M&A”), post-acquisition integration, valuations, tax issues and performance improvement.

Our Forensic and Litigation Consulting segment provides law firms, companies, government clients and other interested parties with dispute advisory, investigations, forensic accounting, business intelligence assessments, data analytics and risk mitigation services.

Our Economic Consulting segment provides law firms, companies, government entities and other interested parties with analysis of complex economic issues for use in legal, regulatory, and international arbitration proceedings, strategic decision making and public policy debates in the United States and around the world.

Our Technology segment provides electronic discovery (“e-discovery”) and information management consulting, software and services to its clients. It provides products, services and consulting to companies, law firms, courts and government agencies worldwide. Its comprehensive suite of software and services help clients locate, review and produce electronically stored information (“ESI”), including e-mail, computer files, voicemail, instant messaging, and financial and transactional data.

Our Strategic Communications segment provides advice and consulting services relating to financial and corporate communications and investor relations, reputation management and brand communications, public affairs, business consulting and digital design and marketing.

We evaluate the performance of our operating segments based on Adjusted Segment EBITDA. We define Adjusted Segment EBITDA as a segment’s share of consolidated operating income before depreciation, amortization of intangible assets and special charges. Although Adjusted Segment EBITDA is not a measure of financial condition or performance determined in accordance with GAAP, we use Adjusted Segment EBITDA to evaluate and compare the operating performance of our segments.

The table below presents revenues and Adjusted Segment EBITDA for our reportable segments for the three and six months ended June 30, 2012 and 2011:


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Revenues
Corporate Finance/Restructuring	$	112,336	$	101,896	$	225,814	$	209,150
Forensic and Litigation Consulting		90,107		93,368		177,138		176,281
Economic Consulting		99,455		94,480		199,507		168,739
Technology		47,697		57,130		97,357		108,165
Strategic Communications		46,648		53,563		91,655		99,918

Revenues	$	396,243	$	400,437	$	791,471	$	762,253


Adjusted Segment EBITDA
Corporate Finance/Restructuring	$	29,210	$	14,075	$	55,974	$	31,677
Forensic and Litigation Consulting		17,628		17,932		29,705		33,924
Economic Consulting		18,491		18,823		36,915		31,985
Technology		12,849		20,313		26,064		38,743
Strategic Communications		4,970		6,443		9,499		11,839

Total Adjusted Segment EBITDA	$	83,148	$	77,586	$	158,157	$	148,168

The table below reconciles Total Adjusted Segment EBITDA to income before income tax provision:


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Total Adjusted Segment EBITDA⁽¹⁾	$	83,148		$	77,586		$	158,157		$	148,168
Segment depreciation expense		(6,335	)		(5,866	)		(12,608	)		(11,614	)
Amortization of other intangible assets		(5,490	)		(5,498	)		(11,007	)		(10,952	)
Special Charges		(26,782	)		(15,212	)		(26,782	)		(15,212	)
Unallocated corporate expenses, excluding special charges		(17,709	)		(17,368	)		(39,981	)		(32,569	)
Interest income and other		(363	)		2,923			2,919			4,923
Interest expense		(15,195	)		(14,500	)		(30,399	)		(29,810	)

Income before income tax provision	$	11,274		$	22,065		$	40,299		$	52,934

⁽¹⁾	Total Adjusted Segment EBITDA is the total of Adjusted Segment EBITDA for all segments.

14. Supplemental Condensed Consolidating Guarantor and Non-Guarantor Financial Information

Substantially all of our domestic subsidiaries are guarantors of borrowings under our senior bank credit facility, senior notes and our Convertible Notes. The guarantees are full and unconditional and joint and several. All of our guarantors are wholly-owned, direct or indirect, subsidiaries.

The following financial information presents condensed consolidating balance sheets, statements of comprehensive income and statements of cash flows for FTI Consulting, all the guarantor subsidiaries, all the non-guarantor subsidiaries and the eliminations necessary to arrive at the consolidated information for FTI Consulting and its subsidiaries. For purposes of this presentation, we have accounted for our investments in our subsidiaries using the equity method of accounting. The principal eliminating entries eliminate investment in subsidiary and intercompany balances and transactions.

Condensed Consolidating Balance Sheet Information as of June 30, 2012


	FTI Consulting, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	72,077	$	93	$	93,811	$	—		$	165,981
Restricted cash		—		—		1,152		—			1,152
Accounts receivable, net		177,752		175,309		119,598		—			472,659
Intercompany receivables		—		562,935		139,409		(702,344	)		—
Other current assets		30,472		23,039		31,133		—			84,644

Total current assets		280,301		761,376		385,103		(702,344	)		724,436
Property and equipment, net		38,163		15,910		14,734		—			68,807
Goodwill		549,271		439,070		325,041		—			1,313,382
Other intangible assets, net		36,312		28,953		75,762		(33,245	)		107,782
Investments in subsidiaries		1,624,119		533,424		—		(2,157,543	)		—
Other assets		77,911		104,457		23,858		(46,552	)		159,674

Total assets	$	2,606,077	$	1,883,190	$	824,498	$	(2,939,684	)	$	2,374,081

Liabilities
Intercompany payables	$	457,320	$	87,916	$	157,108	$	(702,344	)	$	—
Other current liabilities		262,793		85,562		67,082		—			415,437

Total current liabilities		720,113		173,478		224,190		(702,344	)		415,437
Long-term debt, net		620,078		23,000		—		—			643,078
Other liabilities		115,563		36,185		60,047		(46,552	)		165,243

Total liabilities		1,455,754		232,663		284,237		(748,896	)		1,223,758
Stockholders’ equity		1,150,323		1,650,527		540,261		(2,190,788	)		1,150,323

Total liabilities and stockholders’ equity	$	2,606,077	$	1,883,190	$	824,498	$	(2,939,684	)	$	2,374,081

Condensed Consolidating Balance Sheet Information as of December 31, 2011


	FTI Consulting, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	161,180	$	197	$	103,046	$	—		$	264,423
Restricted cash		8,632		—		1,581		—			10,213
Accounts receivable, net		148,698		165,871		114,533		—			429,102
Intercompany receivables		—		557,846		59,857		(617,703	)		—
Other current assets		22,599		15,694		28,923		—			67,216

Total current assets		341,109		739,608		307,940		(617,703	)		770,954
Property and equipment, net		44,233		14,240		15,975		—			74,448
Goodwill		547,667		439,068		322,623		—			1,309,358
Other intangible assets, net		38,913		34,692		45,284		—			118,889
Investments in subsidiaries		1,538,883		532,091		—		(2,070,974	)		—
Other assets		70,551		48,529		18,355		—			137,435

Total assets	$	2,581,356	$	1,808,228	$	710,177	$	(2,688,677	)	$	2,411,084

Liabilities
Intercompany payables	$	433,284	$	93,947	$	90,472	$	(617,703	)	$	—
Other current liabilities		316,559		109,651		71,627		—			497,837

Total current liabilities		749,843		203,598		162,099		(617,703	)		497,837
Long-term debt, net		620,579		23,000		—		—			643,579
Other liabilities		104,732		43,297		15,437		—			163,466

Total liabilities		1,475,154		269,895		177,536		(617,703	)		1,304,882
Stockholders’ equity		1,106,202		1,538,333		532,641		(2,070,974	)		1,106,202

Total liabilities and stockholders’ equity	$	2,581,356	$	1,808,228	$	710,177	$	(2,688,677	)	$	2,411,084

Condensed Consolidating Statement of Comprehensive Income (Loss) for the Three Months Ended June 30, 2012


	FTI Consulting, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	151,442		$	241,033		$	101,451		$	(97,683	)	$	396,243
Operating expenses
Direct cost of revenues		96,450			180,788			66,080			(95,098	)		248,220
Selling, general and administrative expense		39,041			28,507			27,497			(2,585	)		92,460
Special Charges		16,731			4,287			5,764						26,782
Acquisition-related contingent consideration		—			—			(3,541	)		—			(3,541	)
Amortization of other intangible assets		1,297			2,473			2,541			(821	)		5,490

Operating income		(2,077	)		24,978			3,110			821			26,832
Other (expense) income		(17,469	)		(195	)		2,106			—			(15,558	)

Income (loss) before income tax provision		(19,546	)		24,783			5,216			821			11,274
Income tax (benefit) provision		(9,666	)		12,910			283			—			3,527
Equity in net earnings of subsidiaries		17,627			5,741			—			(23,368	)		—

Net income		7,747			17,614			4,933			(22,547	)		7,747

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments including tax benefit of $0		—			—			(10,960	)		—			(10,960	)

Other comprehensive income (loss), net of tax		—			—			(10,960	)		—			(10,960	)

Comprehensive income (loss)	$	7,747		$	17,614		$	(6,027	)	$	(22,547	)	$	(3,213	)

Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended June 30, 2011


	FTI Consulting, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	144,100		$	254,289	$	103,392		$	(101,344	)	$	400,437
Operating expenses
Direct cost of revenues		98,220			182,954		68,010			(98,340	)		250,844
Selling, general and administrative expense		40,697			30,565		26,184			(3,004	)		94,442
Special Charges		8,561			228		6,423						15,212
Acquisition-related contingent consideration		—			—		799			—			799
Amortization of other intangible assets		605			3,264		1,629			—			5,498

Operating income		(3,983	)		37,278		347			—			33,642
Other (expense) income		(12,595	)		759		259			—			(11,577	)

Income (loss) before income tax provision		(16,578	)		38,037		606			—			22,065
Income tax (benefit) provision		(7,658	)		16,830		(2,432	)		—			6,740
Equity in net earnings of subsidiaries		24,245			2,944		—			(27,189	)		—

Net income		15,325			24,151		3,038			(27,189	)		15,325

Other comprehensive income, net of tax:
Foreign currency translation adjustments including tax expense of $100		(100	)		—		1,936			—			1,836

Other comprehensive income, net of tax		(100	)		—		1,936			—			1,836

Comprehensive income	$	15,225		$	24,151	$	4,974		$	(27,189	)	$	17,161

Condensed Consolidating Statement of Comprehensive Income for the Six Months Ended June 30, 2012


	FTI Consulting, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	305,023		$	482,749	$	203,509		$	(199,810	)	$	791,471
Operating expenses
Direct cost of revenues		197,625			362,737		128,999			(195,523	)		493,838
Selling, general and administrative expense		86,435			57,559		55,342			(4,287	)		195,049
Special charges		16,731			4,287		5,764			—			26,782
Acquisition-related contingent consideration		—			—		(2,984	)		—			(2,984	)
Amortization of other intangible assets		2,600			4,950		5,097			(1,640	)		11,007

Operating income		1,632			53,216		11,291			1,640			67,779
Other (expense) income		(30,456	)		35,987		1,874			(34,885	)		(27,480	)

Income (loss) before income tax provision		(28,824	)		89,203		13,165			(33,245	)		40,299
Income tax (benefit) provision		(28,380	)		40,724		1,777			—			14,121
Equity in net earnings of subsidiaries		26,622			13,383		—			(40,005	)		—

Net income		26,178			61,862		11,388			(73,250	)		26,178

Other comprehensive income, net of tax:
Foreign currency translation adjustments net of tax benefit of $0		—			—		1,889			—			1,889

Other comprehensive income, net of tax		—			—		1,889			—			1,889

Comprehensive income	$	26,178		$	61,862	$	13,277		$	(73,250	)	$	28,067

Condensed Consolidating Statement of Comprehensive Income for the Six Months Ended June 30, 2011


	FTI Consulting, Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	270,751		$	507,388	$	180,391		$	(196,277	)	$	762,253
Operating expenses
Direct cost of revenues		181,941			363,720		119,589			(191,322	)		473,928
Selling, general and administrative expense		76,585			64,818		46,297			(4,955	)		182,745
Special charges		8,561			228		6,423			—			15,212
Acquisition-related contingent consideration		—			—		1,595			—			1,595
Amortization of other intangible assets		879			6,859		3,214			—			10,952

Operating income		2,785			71,763		3,273			—			77,821
Other (expense) income		(25,680	)		557		236			—			(24,887	)

Income (loss) before income tax provision		(22,895	)		72,320		3,509			—			52,934
Income tax (benefit) provision		(10,208	)		30,088		(1,529	)		—			18,351
Equity in net earnings of subsidiaries		47,270			4,455		—			(51,725	)		—

Net income		34,583			46,687		5,038			(51,725	)		34,583

Other comprehensive income, net of tax:
Foreign currency translation adjustments net of tax benefit of $2,068		2,068			—		14,587			—			16,655

Other comprehensive income, net of tax		2,068			—		14,587			—			16,655

Comprehensive income	$	36,651		$	46,687	$	19,625		$	(51,725	)	$	51,238

Condensed Consolidating Statement of Cash Flow for the Six Months Ended June 30, 2012


	FTI Consulting, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
Operating activities
Net cash (used in) provided by operating activities	$	(70,726	)	$	336		$	13,102		$	(57,288	)
Investing activities
Payments for acquisition of businesses, net of cash received		(21,186	)		—			(364	)		(21,550	)
Purchases of property and equipment		(3,384	)		(8,350	)		(1,994	)		(13,728	)
Other		93			—			—			93

Net cash used in investing activities		(24,477	)		(8,350	)		(2,358	)		(35,185	)

Financing activities
Payments of long-term debt and capital lease obligations		(1,929	)		(45	)		—			(1,974	)
Net issuance of common stock and other		(948	)		—			(1,287	)		(2,235	)
Excess tax benefits from share-based compensation		71			—			—			71
Intercompany transfers		8,906			7,955			(16,861	)		—

Net cash provided by (used in) financing activities		6,100			7,910			(18,148	)		(4,138	)

Effect of exchange rate changes on cash and cash equivalents		—			—			(1,831	)		(1,831	)

Net decrease in cash and cash equivalents		(89,103	)		(104	)		(9,235	)		(98,442	)
Cash and cash equivalents, beginning of period		161,180			197			103,046			264,423

Cash and cash equivalents, end of period	$	72,077		$	93		$	93,811		$	165,981

Condensed Consolidating Statement of Cash Flow for the Six Months Ended June 30, 2011


	FTI Consulting, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
Operating activities
Net cash (used in) provided by operating activities	$	(33,412	)	$	42,156		$	(21,568	)	$	(12,824	)
Investing activities
Payments for acquisition of businesses, net of cash received		(33,735	)		—			(17,153	)		(50,888	)
Purchases of property and equipment		(4,058	)		(6,192	)		(2,455	)		(12,705	)
Other		(405	)		—			—			(405	)

Net cash used in investing activities		(38,198	)		(6,192	)		(19,608	)		(63,998	)

Financing activities
Borrowings under revolving line of credit		25,000			—			—			25,000
Payments of revolving line of credit		(25,000	)		—			—			(25,000	)
Payments of long-term debt and capital lease obligations		(776	)		(161	)		—			(937	)
Issuance of common stock and other		736			—			—			736
Purchase and retirement of common stock		(209,400	)		—			—			(209,400	)
Excess tax benefits from share-based compensation		124			—			—			124
Intercompany transfers		12,285			(36,862	)		24,577			—

Net cash (used in) provided by financing activities		(197,031	)		(37,023	)		24,577			(209,477	)

Effect of exchange rate changes on cash and cash equivalents		—			—			474			474

Net decrease in cash and cash equivalents		(268,641	)		(1,059	)		(16,125	)		(285,825	)
Cash and cash equivalents, beginning of period		292,738			1,430			90,402			384,570

Cash and cash equivalents, end of period	$	24,097		$	371		$	74,277		$	98,745

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of our consolidated financial condition and results of operations for the three and six month periods ended June 30, 2012 and 2011 and significant factors that could affect our prospective financial condition and results of operations. This discussion should be read together with the accompanying unaudited condensed consolidated financial statements and related notes and with our Annual Report on Form 10-K for the year ended December 31, 2011. Historical results and any discussion of prospective results may not indicate our future performance. See “Forward Looking Statements.”

BUSINESS OVERVIEW

We are a leading global business advisory firm dedicated to helping organizations protect and enhance their enterprise value. We work closely with our clients to help them anticipate, understand, manage and overcome complex business matters arising from such factors as the economy, financial and credit markets, governmental regulation, legislation and litigation. We assist clients in addressing a broad range of business challenges, such as restructuring (including bankruptcy), financing and credit issues and indebtedness, interim business management, forensic accounting and litigation matters, international arbitrations, M&A, antitrust and competition matters, e-discovery, management and retrieval of ESI, reputation management and strategic communications. We also provide services to help our clients take advantage of economic, regulatory, financial and other business opportunities. Our experienced teams of professionals include many individuals who are widely recognized as experts in their respective fields. We believe clients retain us because of our recognized expertise and capabilities in highly specialized areas as well as our reputation for satisfying client needs.

We report financial results for the following five operating segments:

Our Corporate Finance/Restructuring segment focuses on strategic, operational, financial and capital needs of businesses around the world and provides consulting and advisory services on a wide range of areas, such as restructuring (including bankruptcy), interim management, financings, M&A, post-acquisition integration, valuations, tax issues and performance improvement.

Our Forensic and Litigation Consulting segment provides law firms, companies, government clients and other interested parties with dispute advisory, investigations, forensic accounting, business intelligence assessments, data analytics and risk mitigation services.

Our Economic Consulting segment provides law firms, companies, government entities and other interested parties with analysis of complex economic issues for use in legal, regulatory and international arbitration proceedings, strategic decision making and public policy debates in the United States (“U.S.”) and around the world.

Our Technology segment provides e-discovery and information management consulting, software and services to its clients. It provides products, services and consulting to companies, law firms, courts and government agencies worldwide. Its comprehensive suite of software and services help clients locate, review and produce ESI, including e-mail, computer files, voicemail, instant messaging and financial and transactional data.

Our Strategic Communications segment provides advice and consulting services relating to financial and corporate communications and investor relations, reputation management and brand communications, public affairs, business consulting and digital design and marketing.

We derive substantially all of our revenues from providing professional services to both U.S. and global clients. Most of our services are rendered under time and expense arrangements that obligate the client to pay us a fee for the hours that we incur at agreed upon rates. Under this arrangement, we typically bill our clients for reimbursable expenses, which may include the cost of producing our work product and other direct expenses that we incur on behalf of the client, such as travel costs. We also render services for which certain clients may be required to pay us a fixed-fee or recurring retainer. These arrangements are generally cancellable at any time. Some of our engagements contain performance-based arrangements in which we earn a success fee when and if

certain predefined outcomes occur. This type of success fee may supplement a time-and-expense or fixed-fee arrangement. Success fee revenues may cause variations in our revenues and operating results due to the timing of achieving the performance-based criteria.

In our Technology segment, certain clients are billed based on the amount of data stored on our electronic systems, the volume of information processed and the number of users licensing our Ringtail^® software products for installation within their own environments. We license these products directly to end users as well as indirectly through our channel partner relationships. Unit-based revenue is defined as revenue billed on a per-item, per-page, or some other unit-based method and includes revenue from data processing and storage, software usage and software licensing. Unit-based revenue includes revenue associated with our proprietary software that is made available to customers, either via a web browser (“on-demand”) or installed at our customer or partner locations (“on-premise”). On-demand revenue is charged on a unit or monthly basis and includes, but is not limited to, processing and review related functions. On-premise revenue is comprised of up-front license fees, with recurring support and maintenance.

Over the past several years the growth in our revenues and profitability has resulted from our ability to attract new and recurring engagements and from the acquisitions we have completed. Seasonal factors, such as the timing of our employees’ and clients’ vacations and holidays, impact the timing of our revenues.

Our financial results are primarily driven by:

•

the number, size and type of engagements we secure;

•

the rate per hour or fixed charges we charge our clients for services;

•

the utilization rates of the revenue-generating professionals we employ;

•

the number of revenue-generating professionals;

•

fees from clients on a retained basis or other;

•

licensing of our software products and other technology services;

•

the types of assignments we are working on at different times;

•

the length of the billing and collection cycles; and

•

the geographic locations of our clients or locations in which services are rendered.

We define Adjusted EBITDA as net income before income tax provision, other income (expense), depreciation, amortization of intangible assets and special charges. We define Adjusted Segment EBITDA as a segment’s share of consolidated operating income before depreciation, amortization of intangible assets and special charges. We define Total Adjusted Segment EBITDA as the total of Adjusted Segment EBITDA for all segments. We define Adjusted Net Income and Adjusted EPS as net income and earnings per diluted share, respectively, excluding the net impact of any special charges and any loss on early extinguishment of debt that were incurred in that period. Adjusted EBITDA, Adjusted Segment EBITDA, Adjusted EPS and Adjusted Net Income are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. These non-GAAP 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 (Loss). We believe that these measures can be useful operating performance measures for evaluating our results of operations as compared from period-to-period and as compared to our competitors. EBITDA is a common alternative measure of operating performance used by investors, financial analysts and rating agencies to value and compare the financial performance of companies in our industry. We use Adjusted EBITDA and Adjusted Segment EBITDA to evaluate and compare the operating performance of our segments.

We define acquisition revenue growth as the revenue of acquired companies in the first twelve months following the effective date of an acquisition. Our definition of organic revenue growth is the change in revenue excluding the impact of all such acquisitions.

EXECUTIVE HIGHLIGHTS


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012			2011
	(dollars in thousands, except per share amounts)				(dollars in thousands, except per share amounts)
Revenues	$	396,243	$	400,437	$	791,471		$	762,253
Special charges	$	26,782	$	15,212	$	26,782		$	15,212
Adjusted EBITDA	$	66,616	$	61,496	$	120,576		$	118,074
Net income	$	7,747	$	15,325	$	26,178		$	34,583
Earnings per common share—diluted	$	0.18	$	0.36	$	0.61		$	0.78
Adjusted EPS	$	0.60	$	0.57	$	1.02		$	0.99
Cash provided by (used in) operating activities	$	533	$	26,373	$	(57,288	)	$	(12,824	)
Total number of employees at June 30,		3,855		3,740		3,855			3,740

Second Quarter 2012 Executive Highlights

Revenues

Revenues for the quarter ended June 30, 2012 decreased $4.2 million, or 1.0%, to $396.2 million, compared to $400.4 million in the prior year period, with approximately 1.1% of the decline due to the estimated unfavorable foreign currency translation impact related primarily to our European based operations. Revenue declined organically 0.2% as weakness in our Technology, Strategic Communications and Forensic and Litigation Consulting segments was partially offset by strength in our Corporate Finance/Restructuring and Economic Consulting segments. Acquisition-related revenue growth of 0.3% made up the remainder.

Special charges

We recorded special charges in the three months ended June 30, 2012 of $26.8 million which reduced our diluted earnings per share by $0.42. These charges are primarily comprised of salary continuation, loan forgiveness and equity acceleration associated with a reduction in workforce totaling 116 employees. These staff reductions primarily targeted specific regions and practices where demand has weakened due to economic conditions, particularly in the Technology, Forensic and Litigation Consulting and Strategic Communications segments and address certain targeted practices within Corporate Finance/Restructuring. In addition, the charge included $8.4 million related to space consolidation opportunities identified with six leased office properties. The charges reflect actions we took to align capacity with expected market trends. The total cash outflow associated with the special charges is expected to be $22.2 million, while the noncash charges are $4.6 million. The Company expects that these actions in combination with other actions taken in the quarter will result in operational savings of approximately $14.9 million over the remainder of 2012.

Adjusted EBITDA

Adjusted EBITDA, as previously defined, increased $5.1 million, or 8.3%, to $66.6 million, or 16.8% of revenues, compared to $61.5 million, or 15.4% of revenues, in the prior year period. Adjusted EBITDA increased with strong revenue performance in the Corporate Finance/Restructuring segment, which was partially offset by pricing pressures in the Technology segment, fewer high margin engagements in the Strategic Communications segment, lower utilization and higher personnel costs in the Economic Consulting segment and weaker demand in the Forensic and Litigation Consulting segment. Adjusted EBITDA also included a $4.1 million income adjustment related to a reduction in the fair value of acquisition-related contingent consideration of FS Asia Advisory Limited, which was acquired in the third quarter of 2010.

Net income

Net income decreased $7.6 million, or 49.4%, to $7.7 million, compared to $15.3 million in the prior year period. The decrease in net income was primarily attributable to the special charges recorded in the three months

ended June 30, 2012 and the decrease in revenues, each described above. Net income for the quarter ended June 30, 2012 included a $4.1 million income adjustment related to a reduction in the fair value of acquisition-related contingent consideration also described above.

Earnings per common share and Adjusted EPS

Earnings per diluted share for the three months ended June 30, 2012 were $0.18, which included $26.8 million, or $0.42 per diluted share, of special charges primarily related to staff reductions and leased real estate consolidations and a $4.1 million fair value remeasurement, which impacted earnings per diluted share by $0.10, both described above, compared to $0.36 in the prior year period which included $15.2 million, or $0.21 per diluted share, of special charges. Adjusted EPS, as previously defined, were $0.60, compared to $0.57 in the prior year period due to the impact of the operating results as described in “Adjusted EBITDA” above.

Operating cash flows

Cash provided by operating activities for the three months ended June 30, 2012 was $0.5 million compared to $26.4 million for the three months ended June 30, 2011. The decline was primarily a result of higher salary and personnel costs, including variable compensation and payments related to the retention of key individuals. Overall, cash collections for the quarter were strong at approximately $360 million; however our collection experience continues to be affected by the mix of business largely related to the payment conditions of key matters, for example, receivables which are subject to court approval.

Headcount

Headcount of 3,855 at June 30, 2012 increased 115, or 3.1%, compared to June 30, 2011 in order to align resources with anticipated demand in certain service offerings. Headcount as of June 30, 2012 does not fully reflect the impact of the personnel reductions included in the special charges as a result of the applicable notice periods.

Other activities

On June 6, 2012, our Board of Directors authorized a $250 million stock repurchase program to be executed over two years from the authorization date. The specific timing and amount of repurchases will be determined by our management, at their discretion, and will vary based on market conditions, securities law limitations and other factors. As of June 30, 2012, the full program authorization of $250 million remained available under the program.

CONSOLIDATED RESULTS OF OPERATIONS

Segment and Consolidated Operating Results:


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands, except per share amounts)						(in thousands, except per share amounts)
Revenues
Corporate Finance/Restructuring	$	112,336		$	101,896		$	225,814		$	209,150
Forensic and Litigation Consulting		90,107			93,368			177,138			176,281
Economic Consulting		99,455			94,480			199,507			168,739
Technology		47,697			57,130			97,357			108,165
Strategic Communications		46,648			53,563			91,655			99,918

Revenues	$	396,243		$	400,437		$	791,471		$	762,253

Operating income (loss)
Corporate Finance/Restructuring	$	15,783		$	2,321		$	40,230		$	17,629
Forensic and Litigation Consulting		8,938			15,640			19,532			30,186
Economic Consulting		16,551			15,798			33,871			28,096
Technology		4,757			15,594			12,958			29,364
Strategic Communications		(1,370	)		4,497			1,287			7,955

Segment operating income		44,659			53,850			107,878			113,230
Unallocated corporate expenses		(17,827	)		(20,208	)		(40,099	)		(35,409	)

Operating income		26,832			33,642			67,779			77,821

Other income (expense)
Interest income and other		(363	)		2,923			2,919			4,923
Interest expense		(15,195	)		(14,500	)		(30,399	)		(29,810	)

		(15,558	)		(11,577	)		(27,480	)		(24,887	)

Income before income tax provision		11,274			22,065			40,299			52,934
Income tax provision		3,527			6,740			14,121			18,351

Net income	$	7,747		$	15,325		$	26,178		$	34,583

Earnings per common share—basic	$	0.19		$	0.38		$	0.65		$	0.82

Earnings per common share—diluted	$	0.18		$	0.36		$	0.61		$	0.78

Reconciliation of Net Income to Adjusted EBITDA:


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
	(in thousands)				(in thousands)
Net income	$	7,747	$	15,325	$	26,178	$	34,583
Add back:
Income tax provision		3,527		6,740		14,121		18,351
Other income (expense), net		15,558		11,577		27,480		24,887
Depreciation and amortization		7,512		7,144		15,008		14,089
Amortization of other intangible assets		5,490		5,498		11,007		10,952
Special charges		26,782		15,212		26,782		15,212

Adjusted EBITDA	$	66,616	$	61,496	$	120,576	$	118,074

Reconciliation of Net Income to Adjusted Net Income and Earnings Per Share to Adjusted Earnings Per Share


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Net income	$	7,747	$	15,325	$	26,178	$	34,583
Add back: Special charges, net of tax effect⁽¹⁾		17,320		9,285		17,320		9,285

Adjusted net income	$	25,067	$	24,610	$	43,498	$	43,868

Earnings per common share—diluted	$	0.18	$	0.36	$	0.61	$	0.78
Add back: Special charges, net of tax effect⁽¹⁾		0.42		0.21		0.41		0.21

Adjusted earnings per common share—diluted	$	0.60	$	0.57	$	1.02	$	0.99

Weighted average number of common shares outstanding—diluted		42,074		42,912		42,672		44,420

⁽¹⁾

The tax effect takes into account the tax treatment and related tax rate(s) that apply to each adjustment in the applicable tax jurisdiction(s). As a result, the effective tax rates for the adjustments for the second quarter of 2012 and 2011 were 35.3% and 39.0%, respectively. The tax expense for the three and six months ended June 30, 2012 was $9,462 and $0.22 per share. The tax expense for the three and six months ended June 30, 2011 was $5,927 and $0.14 and $0.13 per share, respectively.

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Revenues and operating income

See “Segment Results” for an expanded discussion of segment revenues and operating income.

Unallocated corporate expenses

Unallocated corporate expenses decreased $2.4 million, or 11.8%, to $17.8 million for the three months ended June 30, 2012, from $20.2 million for the three months ended June 30, 2011. Excluding the impact of special charges of $0.1 million recorded in the three months ended June 30, 2012 and $2.8 million recorded in the three months ended June 30, 2011, unallocated corporate expenses were relatively flat at $17.7 million in 2012 compared to $17.4 million in 2011.

Interest income and other

Interest income and other, which includes foreign currency transaction gains and losses, decreased by $3.3 million to a loss of $0.4 million for the three months ended June 30, 2012 from $2.9 million in income for the three months ended June 30, 2011. The decrease is primarily due to net foreign currency transaction losses in the three months ended June 30, 2012 as compared to gains in the three months ended June 30, 2011. Transaction gains and losses both realized and unrealized, occur as either payments are made or month end remeasurement occurs relative to the Company’s receivables and payables which have been or will be received or paid in a currency that is different from the entity’s functional currency.

Interest expense

Interest expense was $15.2 million for the three months ended June 30, 2012 as compared to $14.5 million for the three months ended June 30, 2011. Interest expense in 2011 was favorably impacted by lower interest rates due to an interest rate swap agreement which was entered into in March 2011 and terminated in December 2011.

Special charges

•

$8.4 million of expense associated with lease costs related to the consolidation of leased office space within six office locations.

The following table details the special charges by segment and the decrease in total headcount:


	Three Months Ended June 30,				Three Months Ended June 30,
	2012				2011
	Special Charges		Total Headcount		Special Charges		Total Headcount
Corporate Finance/Restructuring	$	11,116		6		9,440		22
Forensic and Litigation Consulting		7,253		41		839		7
Economic Consulting		818		8		2,093		6
Technology		2,966		42		—		—
Strategic Communications		4,511		15		—		—

		26,664		112		12,372		35
Unallocated Corporate		118		4		2,840		2

Total	$	26,782		116	$	15,212		37

Income tax provision

Our provision for income taxes in interim periods is computed by applying our estimated annual effective tax rate against income before income tax expense for the period. In addition, non-recurring or discrete items are recorded during the period in which they occur or become known. The effective tax rate was 31.3% for the three months ended June 30, 2012 as compared to 30.5% for the three months ended June 30, 2011. For the three months ended June 30, 2012, the effective tax rate was favorably impacted by the benefit related to income from changes in the fair value of acquisition-related contingent consideration, which is not taxable. For the three months ended June 30, 2011, the effective tax rate was favorably impacted by lower provisions for foreign income taxes. In addition, we recognized tax benefits in the three months ended June 30, 2011 for discrete items primarily related to the reversal of previously recognized deferred tax liabilities which were no longer required.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Revenues and operating income

See “Segment Results” for an expanded discussion of segment revenues and operating income.

Unallocated corporate expenses

Unallocated corporate expenses increased $4.7 million, or 13.3%, to $40.1 million for the six months ended June 30, 2012, from $35.4 million for the six months ended June 30, 2011. Excluding the impact of special charges of $0.1 million recorded in the six months ended June 30, 2012 and $2.8 million recorded in the six months ended June 30, 2011, unallocated corporate expenses increased $7.4 million, or 22.8% from the six months ended June 30, 2011. The increase was due to a $3.4 million increase in global leadership costs, $1.3 million of higher compensation and benefit costs, $1.1 million of strategic planning activities that took place in the three months ended March 31, 2012, and a $0.8 million decrease in allocations of certain system development and support costs.

Interest income and other

Interest income and other, which includes foreign currency transaction gains and losses, decreased by $2.0 million to $2.9 million for the six months ended June 30, 2012 from $4.9 million for the six months ended June 30, 2011. The decrease is primarily due to lower net foreign currency transaction gains in the six months ended June 30 2012 as compared to the six months ended June 30, 2011. Transaction gains and losses both realized and unrealized, occur as either payments are made or month end remeasurement occurs relative to the Company’s receivables and payables which have been or will be received or paid in a currency that is different from the entity’s functional currency.

Interest expense

Interest expense was $30.4 million for the six months ended June 30, 2012 as compared to $29.8 million for the six months ended June 30, 2011. Interest expense in 2011 was favorably impacted by lower interest rates due to an interest rate swap agreement which was entered into in March 2011 and terminated in December 2011.

Special charges

During the six months ended June 30, 2012 and 2011, we recorded special charges of $26.8 million and $15.2 million, respectively. See the “Special charges” discussion above for the Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011 for an expanded discussion of the special charges recorded in 2012 and 2011.

Income tax provision

Our provision for income taxes in interim periods is computed by applying our estimated annual effective tax rate against income before income tax expense for the period. In addition, non-recurring or discrete items are recorded during the period in which they occur or become known. The effective tax rate was 35.0% for the six months ended June 30, 2012 as compared to 34.7% for the six months ended June 30, 2011. For the six months ended June 30, 2012, the effective tax rate was favorably impacted by the benefit related to income from changes in the fair value of acquisition-related contingent consideration, which is not taxable. For the six months ended June 30, 2011, the effective tax rate was favorably impacted by lower provisions for foreign income taxes. In addition, we recognized tax benefits in the six months ended June 30, 2011 for discrete items primarily related to the reversal of previously recognized deferred tax liabilities which were no longer required.

SEGMENT RESULTS

Total Adjusted Segment EBITDA

The following table reconciles net income to Total Adjusted Segment EBITDA for the three and six months ended June 30, 2012 and 2011.


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
	(in thousands)				(in thousands)
Net income	$	7,747	$	15,325	$	26,178	$	34,583
Add back:
Income tax provision		3,527		6,740		14,121		18,351
Other income (expense), net		15,558		11,577		27,480		24,887
Unallocated corporate expense		17,827		20,208		40,099		35,409

Total segment operating income	$	44,659	$	53,850	$	107,878	$	113,230
Add back:
Segment depreciation expense		6,335		5,866		12,608		11,614
Amortization of other intangible assets		5,490		5,498		11,007		10,952
Special charges		26,664		12,372		26,664		12,372

Total Adjusted Segment EBITDA	$	83,148	$	77,586	$	158,157	$	148,168

Other Segment Operating Data


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Number of revenue-generating professionals (at period end):
Corporate Finance/Restructuring		718			730			718			730
Forensic and Litigation Consulting		808			863			808			863
Economic Consulting		467			409			467			409
Technology		311			261			311			261
Strategic Communications		599			562			599			562

Total revenue-generating professionals		2,903			2,825			2,903			2,825

Utilization rates of billable professionals:⁽¹⁾
Corporate Finance/Restructuring		72	%		65	%		74	%		68	%
Forensic and Litigation Consulting		65	%		71	%		68	%		70	%
Economic Consulting		80	%		86	%		83	%		87	%
Average billable rate per hour:⁽²⁾
Corporate Finance/Restructuring	$	400		$	420		$	399		$	426
Forensic and Litigation Consulting		326			330			326			330
Economic Consulting		509			496			493			487

⁽¹⁾

We calculate the utilization rate for our billable professionals by dividing the number of hours that all of our billable professionals worked on client assignments during a period by the total available working hours for all of our billable professionals during the same period. Available hours are determined by the standard hours worked by each employee, adjusted for part-time hours, local country standard work weeks and local country holidays. Available working hours include vacation and professional training days, but exclude holidays. Utilization rates are presented for our segments that primarily bill clients on an hourly basis. We have not presented a utilization rate for our Technology segment and Strategic Communications segment as most of the revenues of these segments are not generated on an hourly basis.

⁽²⁾

For engagements where revenues are based on number of hours worked by our billable professionals, average billable rate per hour is calculated by dividing revenues for a period by the number of hours worked on client assignments during the same period. We have not presented an average billable rate per hour for our Technology and Strategic Communications segments as most of the revenues of these segments are not based on billable hours.

CORPORATE FINANCE/RESTRUCTURING


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(dollars in thousands, except rate per hour)						(dollars in thousands, except rate per hour)
Revenues	$	112,336		$	101,896		$	225,814		$	209,150

Operating expenses:
Direct cost of revenues		69,793			69,564			138,862			140,869
Selling, general and administrative expenses		17,469			18,443			35,479			36,959
Special charges		11,116			9,440			11,116			9,440
Acquisition-related contingent consideration		(3,278	)		708			(2,778	)		1,415
Amortization of other intangible assets		1,453			1,420			2,905			2,838

		96,553			99,575			185,584			191,521

Segment operating income		15,783			2,321			40,230			17,629
Add back:
Depreciation and amortization of intangible assets		2,311			2,314			4,628			4,608
Special charges		11,116			9,440			11,116			9,440

Adjusted Segment EBITDA	$	29,210		$	14,075		$	55,974		$	31,677

Gross profit⁽¹⁾	$	42,543		$	32,332		$	86,952		$	68,281
Gross profit margin⁽²⁾		37.9	%		31.7	%		38.5	%		32.6	%
Adjusted Segment EBITDA as a percent of revenues		26.0	%		13.8	%		24.8	%		15.1	%
Number of revenue generating professionals (at period end)		718			730			718			730
Utilization rates of billable professionals		72	%		65	%		74	%		68	%
Average billable rate per hour	$	400		$	420		$	399		$	426

⁽¹⁾	Revenues less direct cost of revenues

⁽²⁾	Gross profit as a percent of revenues

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Revenues increased $10.4 million, or 10.2%, to $112.3 million for the three months ended June 30, 2012 compared to $101.9 million for the three months ended June 30, 2011. Acquisition-related revenue from Think First, acquired near the end of the first quarter of 2012, was $1.0 million, or 1.0% of the growth from the prior year. Revenue increased organically $9.4 million, or 9.2%, due to higher volumes in our North America bankruptcy and restructuring practice as well as increased demand in our Asia practice and for our transaction advisory services.

Gross profit increased $10.2 million, or 31.6%, to $42.5 million for the three months ended June 30, 2012 compared to $32.3 million for the three months ended June 30, 2011. Gross profit margin increased 6.2 percentage points to 37.9% for the three months ended June 30, 2012 compared to 31.7% for the three months ended June 30, 2011. The increase in gross profit margin was primarily due to improved utilization.

SG&A expense decreased $1.0 million, or 5.3%, to $17.5 million for the three months ended June 30, 2012 compared to $18.4 million for the three months ended June 30, 2011. SG&A expense was 15.6% of revenue for the three months ended June 30, 2012, down from 18.1% for the three months ended June 30, 2011. The decrease in SG&A expense was primarily due to lower personnel and facilities costs.

Amortization of other intangible assets increased to $1.5 million for the three months ended June 30, 2012 compared to $1.4 million for the three months ended June 30, 2011.

Adjusted segment EBITDA increased $15.1 million, or 107.5%, to $29.2 million for the three months ended June 30, 2012 compared to $14.1 million for the three months ended June 30, 2011.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Revenues increased $16.7 million, or 8.0%, to $225.8 million for the six months ended June 30, 2012 compared to 209.2 million for the six months ended June 30, 2011. Acquisition-related revenue from LECG and Think First was $3.5 million, or 1.7% growth from the prior year. Revenue increased organically $13.2 million, or $6.3%, primarily due to greater demand for our bankruptcy and restructuring practice in North America and Europe, as well as higher revenues in transaction advisory services, the Asia practice and healthcare services.

Gross profit increased $18.7 million, or 27.3%, to $87.0 million for the six months ended June 30, 2012 compared to $68.3 million for the six months ended June 30, 2011. Gross profit margin increased 5.9 percentage points to 38.5% for the six months ended June 30, 2012 compared to 32.6% for the six months ended June 30, 2011. The increase in gross profit margin was primarily due to higher staff utilization.

SG&A expense decreased $1.5 million, or 4.0%, to $35.5 million for the six months ended June 30, 2012 compared to 37.0 million for the six months ended June 30, 2011. SG&A expense was 15.7% of revenue for the six months ended June 30, 2012, down from 17.7% for the six months ended June 30, 2011. The decrease in SG&A expense was primarily due to lower personnel costs.

Amortization of other intangible assets increased to $2.9 million for the three months ended June 30, 2012 compared to $2.8 million the three months ended June 30, 2011.

Adjusted segment EBITDA increased $24.3 million, or 76.7%, to $56.0 million for the six months ended June 30, 2012 compared to $31.7 million for the six months ended June 30, 2011.

FORENSIC AND LITIGATION CONSULTING


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(dollars in thousands, except rate per hour)						(dollars in thousands, except rate per hour)
Revenues	$	90,107		$	93,368		$	177,138		$	176,281

Operating expenses:
Direct cost of revenues		56,415			59,057			114,145			110,489
Selling, general and administrative expenses		17,269			17,145			35,417			33,400
Special charges		7,253			839			7,253			839
Acquisition-related contingent consideration		(263	)		91			(206	)		180
Amortization of other intangible assets		495			596			997			1,187

		81,169			77,728			157,606			146,095

Segment operating income		8,938			15,640			19,532			30,186
Add back:
Depreciation and amortization of intangible assets		1,437			1,453			2,920			2,899
Special charges		7,253			839			7,253			839

Adjusted Segment EBITDA	$	17,628		$	17,932		$	29,705		$	33,924

Gross profit⁽¹⁾	$	33,692		$	34,311		$	62,993		$	65,792
Gross profit margin⁽²⁾		37.4	%		36.7	%		35.6	%		37.3	%
Adjusted Segment EBITDA as a percent of revenues		19.6	%		19.2	%		16.8	%		19.2	%
Number of revenue generating professionals (at period end)		808			863			808			863
Utilization rates of billable professionals		65	%		71	%		68	%		70	%
Average billable rate per hour	$	326		$	330		$	326		$	330

⁽¹⁾	Revenues less direct cost of revenues

⁽²⁾	Gross profit as a percent of revenues

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Revenues decreased $3.3 million, or 3.5%, to $90.1 million for the three months ended June 30, 2012 from $93.4 million for the three months ended June 30, 2011 with a 1.2% decline from the estimated negative impact of foreign currency translation, which was primarily due to the weakening of the Brazilian real, British pound, and Mexican peso relative to the U.S. dollar. Excluding the impact of foreign currency translation, revenue declined organically $2.2 million, or 2.3%, primarily due to decreases in consulting hours in our North America and Europe, Middle East and Africa (EMEA) regions as well as lower average billable rates per hour in EMEA, partially offset by strong growth in our Latin America global risk and investigations practice as well as our global data analytics practice.

Gross profit decreased $0.6 million, or 1.8%, to $33.7 million for the three months ended June 30, 2012 from $34.3 million for the three months ended June 30, 2011. Gross profit margin increased 0.7 percentage points to 37.4% for the three months ended June 30, 2011 from 36.7% for the three months ended June 30, 2011. The increase in gross profit margin was driven by the North American operations due to lower personnel costs from reduced headcount despite lower utilization.

SG&A expense increased $0.1 million, or 0.7%, to $17.3 million for the three months ended June 30, 2012 from $17.1 million for the three months ended June 30, 2011. SG&A expense was 19.2% of revenue for the three months ended June 30, 2012, up from 18.4% for the three months ended June 30, 2011.

Amortization of other intangible assets decreased to $0.5 million for the three months ended June 30, 2012 from $0.6 million for the three months ended June 30, 2011.

Adjusted segment EBITDA decreased by $0.3 million, or 1.7%, to $17.6 million for the three months ended June 30, 2012 from $17.9 million for the three months ended June 30, 2011.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Revenues increased $0.9 million, or 0.5%, to $177.1 million for the six months ended June 30, 2012 from $176.3 million for the six months ended June 30, 2011 with a 0.8% decline from the estimated negative impact of foreign currency translation, which was primarily due to the weakening of the Brazilian real, British pound, and Mexican peso relative to the U.S. dollar. Revenue from the practices acquired from LECG in the first quarter of 2011 was $4.7 million, or 2.7% of segment revenue growth, primarily driven by the disputes and forensic accounting and environmental solution practices in North America. Revenue declined organically $2.5 million, or 1.4%, primarily due to decreases in both consulting hours and lower average billable rates per hour in North America partially offset by growth in our Latin American global risk and investigations practice as well as our global data analytics practice.

Gross profit decreased $2.8 million, or 4.3%, to $63.0 million for the six months ended June 30, 2012 from $65.8 million for the six months ended June 30, 2011. Gross profit margin decreased 1.7 percentage points to 35.6% for the six months ended June 30, 2012 from 37.3% for the six months ended June 30, 2011. The gross profit margin decline was primarily due to lower utilization.

SG&A expense increased $2.0 million, or 6.0%, to $35.4 million for the six months ended June 30, 2012 from $33.4 million for the six months ended June 30, 2012. SG&A expense was 20.0% of revenue for the six months ended June 30, 2012, up from 18.9% for the six months ended June 30, 2011. The increase in SG&A expense was due to higher bad debt expense, facilities, and other overhead expenses. Bad debt expense was 1.4% of revenues for the six months ended June 30, 2012 compared to 1.1% for the six months ended June 30, 2011.

Amortization of other intangible assets decreased to $1.0 million for the six months ended June 30, 2012 from $1.2 million for the six months ended June 30, 2011.

Adjusted segment EBITDA decreased by $4.2 million, or 12.4%, to $29.7 million for the six months ended June 30, 2012 from $33.9 million for the six months ended June 30, 2011.

ECONOMIC CONSULTING


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(dollars in thousands, except rate per hour)						(dollars in thousands, except rate per hour)
Revenues	$	99,455		$	94,480		$	199,507		$	168,739

Operating expenses:
Direct cost of revenues		69,257			64,448			136,912			116,056
Selling, general and administrative expenses		12,431			11,844			27,109			21,901
Special charges		818			2,093			818			2,093
Acquisition-related contingent consideration		—			—			—			—
Amortization of other intangible assets		398			297			797			593

		82,904			78,682			165,636			140,643

Segment operating income		16,551			15,798			33,871			28,096
Add back:
Depreciation and amortization of intangible assets		1,122			932			2,226			1,796
Special charges		818			2,093			818			2,093

Adjusted Segment EBITDA	$	18,491		$	18,823		$	36,915		$	31,985

Gross profit⁽¹⁾	$	30,198		$	30,032		$	62,595		$	52,683
Gross profit margin⁽²⁾		30.4	%		31.8	%		31.4	%		31.2	%
Adjusted Segment EBITDA as a percent of revenues		18.6	%		19.9	%		18.5	%		19.0	%
Number of revenue generating professionals (at period end)		467			409			467			409
Utilization rates of billable professionals		80	%		86	%		83	%		87	%
Average billable rate per hour	$	509		$	496		$	493		$	487

⁽¹⁾	Revenues less direct cost of revenues

⁽²⁾	Gross profit as a percent of revenues

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Revenues increased $5.0 million, or 5.3%, to $99.5 million for the three months ended June 30, 2012 from $94.5 million for the three months ended June 30, 2011 despite a 1.0% decline from the estimated negative impact of foreign currency translation, which was primarily due to the weakening of the Euro and the British pound relative to the U.S. dollar. Excluding the impact of foreign currency translation, revenue grew organically $5.9 million, or 6.3%, due to increased demand in our antitrust and M&A and financial economics practices in North America, partially offset by weakness in our international arbitration and valuation practice in the EMEA region.

Gross profit increased $0.2 million, or 0.6%, to $30.2 million for the three months ended June 30, 2012 from $30.0 million for the three months ended June 30, 2011. Gross profit margin decreased 1.4 percentage points to 30.4% for the three months ended June 30, 2012 from 31.8% for the three months ended June 30, 2011. The decline in gross profit margin was attributed to lower utilization and increased personnel costs from higher headcount and the retention of key individuals.

SG&A expense increased $0.6 million, or 5.0%, to $12.4 million for the three months ended June 30, 2012 from $11.8 million for the three months ended June 30, 2011. SG&A expense was 12.5% of revenue for the three months ended June 30, 2012 and was unchanged compared to the three months ended June 30, 2011. The increase in SG&A expense was due to higher corporate allocations in support of growing operations, outside

services and marketing expenses partially offset by lower bad debt expense. Bad debt expense was 0.5% of revenue for the three months ended June 30, 2012 compared to 1.7% of revenue for the three months ended June 30, 2011.

Amortization of other intangible assets was $0.4 million for the three months ended June 30, 2012, compared to $0.3 million for the three months ended June 30, 2011.

Adjusted segment EBITDA decreased $0.3 million, or 1.8%, to $18.5 million for the three months ended June 30, 2012, compared to $18.8 million for the three months ended June 30, 2011.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Revenues increased $30.8 million, or 18.2%, to $199.5 million for the six months ended June 30, 2012 compared to $168.7 million for the six months ended June 30, 2011. Acquisition-related revenue from the competition policy, financial advisory, international arbitration and electric power and airline competition practices acquired from LECG late in the first quarter of 2011 was $17.6 million, or 10.4%, of segment revenue growth from the prior year period. Revenue grew organically $13.2 million, or 7.8%, primarily due to increased demand in our antitrust and M&A and financial economics practices in North America compared to the six months ended June 30, 2011.

Gross profit increased $9.9 million, or 18.8%, to $62.6 million for the six months ended June 30, 2012 compared to $52.7 million for the six months ended June 30, 2011. Gross profit margin increased 0.2 percentage points to 31.4% for the six months ended June 30, 2012 from 31.2% for the six months ended June 30, 2011. The increase in gross profit margin was due to more consulting hours and a slightly higher average billable rate per hour despite lower utilization.

SG&A expense increased $5.2 million, or 23.8%, to $27.1 million for the six months ended June 30, 2012 compared to $21.9 million for the six months ended June 30, 2011. SG&A expense was 13.6% of revenue for the six months ended June 30, 2012 compared to 13.0% for the six months ended June 30, 2011. The increase in SG&A expense was due to higher facilities costs, bad debt expense and higher corporate allocations in support of growing operations. Bad debt expense was 1.9% of revenue for the six months ended June 30, 2012 compared to 1.5% of revenue for the six months ended June 30, 2011.

Amortization of other intangible assets was $0.8 million for the six months ended June 30, 2012, compared to $0.6 million for the six months ended June 30, 2011.

Adjusted segment EBITDA increased $4.9 million, or 15.4%, to $36.9 million for the six months ended June 30, 2012, compared to $32.0 million for the six months ended June 30, 2011.

TECHNOLOGY


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(dollars in thousands, except rate per hour)						(dollars in thousands, except rate per hour)
Revenues	$	47,697		$	57,130		$	97,357		$	108,165

Operating expenses:
Direct cost of revenues		22,304			23,296			44,177			42,513
Selling, general and administrative expenses		15,686			16,262			33,280			32,334
Special charges		2,966			—			2,966			—
Acquisition-related contingent consideration		—			—			—			—
Amortization of other intangible assets		1,984			1,978			3,976			3,954

		42,940			41,536			84,399			78,801

Segment operating income		4,757			15,594			12,958			29,364
Add back:
Depreciation and amortization of intangible assets		5,126			4,719			10,140			9,379
Special charges		2,966			—			2,966			—

Adjusted Segment EBITDA	$	12,849		$	20,313		$	26,064		$	38,743

Gross profit⁽¹⁾	$	25,393		$	33,834		$	53,180		$	65,652
Gross profit margin⁽²⁾		53.2	%		59.2	%		54.6	%		60.7	%
Adjusted Segment EBITDA as a percent of revenues		26.9	%		35.6	%		26.8	%		35.8	%
Number of revenue generating professionals (at period end)⁽³⁾		311			261			311			261

⁽¹⁾	Revenues less direct cost of revenues

⁽²⁾	Gross profit as a percent of revenues

⁽³⁾	Includes personnel involved in direct client assistance and revenue generating consultants

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Revenues decreased by $9.4 million, or 16.5%, to $47.7 million for the three months ended June 30, 2012 from $57.1 million for the three months ended June 30, 2011. Revenue declined due to weaker demand for processing from certain product liability and intellectual property matters, and decreased realized pricing for our on-demand hosting, lower average bill rates for consulting services due to staff mix, and lower licensing revenues due to a settlement in the prior year quarter. These declines were partially offset by continued growth in our on-demand hosting services.

Gross profit decreased by $8.4 million, or 25.0%, to $25.4 million for the three months ended June 30, 2012 from $33.8 million for the three months ended June 30, 2011. Gross profit margin decreased 6.0 percentage points to 53.2% for the three months ended June 30, 2012 from 59.2% for the three months ended June 30, 2011 due to the related revenue declines in our higher margin services.

SG&A expense decreased by $0.6 million, or 3.5%, to $15.7 million for the three months ended June 30, 2012 from $16.3 million for the three months ended June 30, 2011. SG&A expense was 32.9% of revenue for the three months ended June 30, 2012, up from 28.5% for the three months ended June 30, 2011 due to the decline in revenue. The decrease in SG&A expense was driven by lower variable compensation expense and research and development costs. Research and development expense for the three months ended June 30, 2012 was $5.1 million, compared to $6.0 million for the three months ended June 30, 2011.

Amortization of other intangible assets remained flat at $2.0 million for the three months ended June 30, 2012 compared to the three months ended June 30, 2011.

Adjusted segment EBITDA decreased $7.5 million, or 36.7%, to $12.9 million for the three months ended June 30, 2012 from $20.3 million for the three months ended June 30, 2011.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Revenues decreased by $10.8 million, or 10.0%, to $97.4 million for the six months ended June 30, 2012 from $108.2 million for the six months ended June 30, 2011. Revenue declined due to weaker demand and lower pricing for processing as well as lower pricing for hosting and consulting due to staff mix and lower licensing revenues related to several settlements received in the prior year period. These declines were partially offset by continued growth in our on-demand hosting services.

Gross profit decreased by $12.5 million, or 19.0%, to $53.2 million for the six months ended June 30, 2012 from $65.7 million for the six months ended June 30, 2011. Gross profit margin decreased 6.1 percentage points to 54.6% for the six months ended June 30, 2012 from 60.7% for the six months ended June 30, 2011 due to the related revenue decline in our higher margin services.

SG&A expense increased by $0.9 million, or 2.9%, to $33.3 million for the six months ended June 30, 2012 from $32.3 million for the six months ended June 30, 2011. SG&A expense was 34.2% of revenue for the six months ended June 30, 2012, up from 29.9% for the six months ended June 30, 2011. The increase in SG&A expense was primarily due to higher facilities and compensation expenses, partially offset by lower legal costs and bad debt expense. Bad debt recoveries were $0.2 million for the six months ended June 30, 2012 compared to bad debt expense of $0.3 million for the six months ended June 30, 2011. Research and development expense for the six months ended June 30, 2012 was $11.9 million, compared to $11.8 million for the six months ended June 30, 2011.

Amortization of other intangible assets remained flat at $4.0 million for the six months ended June 30, 2012 compared to the six months ended June 30, 2011.

Adjusted segment EBITDA decreased $12.7 million, or 32.7%, to $26.1 million for the six months ended June 30, 2012 from $38.7 million for the six months ended June 30, 2011.

STRATEGIC COMMUNICATIONS


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(dollars in thousands, except rate per hour)						(dollars in thousands, except rate per hour)
Revenues	$	46,648		$	53,563		$	91,655		$	99,918

Operating expenses:
Direct cost of revenues		30,454			34,479			59,745			64,001
Selling, general and administrative expenses		11,893			13,380			23,780			25,582
Special charges		4,511			—			4,511			—
Acquisition-related contingent consideration		—			—			—			—
Amortization of other intangible assets		1,160			1,207			2,332			2,380

		48,018			49,066			90,368			91,963

Segment operating income (loss)		(1,370	)		4,497			1,287			7,955
Add back:
Depreciation and amortization of intangible assets		1,829			1,946			3,701			3,884
Special charges		4,511			—			4,511			—

Adjusted Segment EBITDA	$	4,970		$	6,443		$	9,499		$	11,839

Gross profit⁽¹⁾	$	16,194		$	19,084		$	31,910		$	35,917
Gross profit margin⁽²⁾		34.7	%		35.6	%		34.8	%		35.9	%
Adjusted Segment EBITDA as a percent of revenues		10.7	%		12.0	%		10.4	%		11.8	%
Number of revenue generating professionals (at period end)		599			562			599			562

⁽¹⁾	Revenues less direct cost of revenues

⁽²⁾	Gross profit as a percent of revenues

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Revenues decreased $6.9 million, or 12.9%, to $46.6 million for the three months ended June 30, 2012 from $53.6 million for the three months ended June 30, 2011 with 2.8% decline from the estimated negative impact of foreign currency translation, which was primarily due to the weakening of the Euro, British pound and the Australian dollar relative to the U.S. dollar. Revenue declined organically $5.4 million, or 10.1%, due to fewer M&A-related projects in the Asia Pacific region and pricing pressures on retainer fees in EMEA and North America, partially offset by higher retainer revenues in Latin America.

Gross profit decreased $2.9 million, or 15.1%, to $16.2 million for the three months ended June 30, 2012 from $19.1 million for the three months ended June 30, 2011. Gross profit margin decreased 0.9 percentage points to 34.7% for the three months ended June 30, 2012 from 35.6% for the three months ended June 30, 2011. The decline in gross profit margin was primarily due to fewer high-margin project engagements partially offset by lower variable compensation expenses compared to the prior year period.

SG&A expense decreased $1.5 million, or 11.1%, to $11.9 million for the three months ended June 30, 2012 from $13.4 million for the three months ended June 30, 2011. SG&A expense was 25.5% of revenue for the three months ended June 30, 2012, up from 25.0% of revenue for the three months ended June 30, 2011. The decrease in SG&A expense was primarily related to lower personnel costs from reduced headcount, the estimated positive impact of foreign currency translation, and bad debt expense. Bad debt expense was 0.5% of revenues for the three months ended June 30, 2012 compared to 1.1% of revenues for the three months ended June 30, 2011.

Amortization of other intangible assets of $1.2 million was unchanged for the three months ended June 30, 2012 compared to the three months ended June 30, 2011.

Adjusted segment EBITDA decreased $1.5 million, or 22.9%, to $5.0 million for the three months ended June 30, 2012 from $6.4 million for the three months ended June 30, 2011.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Revenues decreased $8.3 million, or 8.3%, to $91.7 million for the six months ended June 30, 2012 from $99.9 million for the six months ended June 30, 2011 with 1.9% decline from the estimated negative impact of foreign currency translation, which was primarily due to the weakening of the Euro and the British pound relative to the U.S. dollar. Revenue declined organically $6.4 million, or 6.4%, due to fewer M&A-related projects in the Asia Pacific region and pricing pressures on retainer fees in the EMEA and North America regions, partially offset by higher retainer revenues in the Latin America region.

Gross profit decreased $4.0 million, or 11.2%, to $31.9 million for the six months ended June 30, 2012 from $35.9 million for the six months ended June 30, 2011. Gross profit margin decreased 1.1 percentage points to 34.8% for the six months ended June 30, 2012 from 35.9% for the six months ended June 30, 2011. The decline in gross profit margin was primarily due to fewer high-margin project engagements partially offset by lower variable compensation expenses compared to the prior year period.

SG&A expense decreased $1.8 million, or 7.0%, to $23.8 million for the six months ended June 30, 2012 from $25.6 million for the six months ended June 30, 2011. SG&A expense was 25.9% of revenue for the six months ended June 30, 2012, up from 25.6% of revenue for the six months ended June 30, 2011. The decrease in SG&A expense was primarily related to lower personnel costs from reduced headcount and the estimated positive impact of foreign currency translation.

Amortization of other intangible assets decreased to $2.3 million for the six months ended June 30, 2012 from $2.4 million for the six months ended June 30, 2011.

Adjusted segment EBITDA decreased $2.3 million, or 19.8%, to $9.5 million for the six months ended June 30, 2012 from $11.8 million for the six months ended June 30, 2011.

CRITICAL ACCOUNTING POLICIES

There have been no material changes to our critical accounting policies and estimates from the information provided in Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 24, 2012.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows


	Six Months Ended June 30,
	2012			2011
	(dollars in thousands)
Net cash used in operating activities	$	(57,288	)	$	(12,824	)
Net cash used in investing activities	$	(35,185	)	$	(63,998	)
Net cash used in financing activities	$	(4,138	)	$	(209,477	)

We have generally financed our day-to-day operations, capital expenditures and acquisition-related contingent payments through cash flows from operations. During the first quarter of our fiscal year, our cash needs generally exceed our cash flows from operations due to the payments of annual incentive compensation and acquisition-related contingent payment amounts. Our operating cash flows generally exceed our cash needs subsequent to the first quarter of each year.

Our operating assets and liabilities consist primarily of billed and unbilled accounts receivable, notes receivable from employees, accounts payable, accrued expenses and accrued compensation expense. The timing of billings and collections of receivables as well as payments for compensation arrangements affect the changes in these balances.

Net cash used in operating activities increased by $44.5 million to $57.3 million for the six months ended June 30, 2012 from $12.8 million for the six months ended June 30, 2011. The increase in net cash used in operating activities was primarily due to higher compensation and other operating expenses, higher incentive compensation payments, the funding of forgivable loans and higher income tax payments, partially offset by higher cash collections in the six months ended June 30, 2012 relative to the same prior year period.

Net cash used in investing activities for the six months ended June 30, 2012 was $35.2 million as compared to $64.0 million for the six months ended June 30, 2011. The prior year included $25.7 million of payments related to the acquisition of practices from LECG and $3.8 million of purchase price adjustments. Payments related to acquisition-related contingent consideration were $19.7 million for the six months ended June 30, 2012 as compared to $21.4 million for the six months ended June 30, 2011. Capital expenditures were $13.7 million for the six months ended June 30, 2012 as compared to $12.7 million for the six months ended June 30, 2011.

Net cash used in financing activities for the six months ended June 30, 2012 was $4.1 million as compared to $209.5 million for the six months ended June 30, 2011. Our financing activities for the six months ended June 30, 2011 included $209.4 million in cash used to repurchase and retire 5,061,558 shares of the Company’s common stock.

Capital Resources

As of June 30, 2012, our capital resources included $166.0 million of cash and cash equivalents and available borrowing capacity of $248.6 million under a $250 million revolving line of credit under our senior secured bank credit facility (“bank credit facility”). As of June 30, 2012, we had no outstanding borrowings under our bank credit facility and $1.4 million of outstanding letters of credit which reduced the availability of borrowings under the bank credit facility. We use letters of credit primarily in lieu of security deposits for our leased office facilities.

Future Capital Needs

On July 16, 2012, we repaid in-full, at maturity, our outstanding Convertible Notes. The total repayment of approximately $151.3 million, including $2.8 million of accrued interest, was made using cash on hand and the proceeds of a $75.0 million borrowing under our bank credit facility. After giving effect to the $75.0 million borrowing and the $1.4 million of outstanding letters of credit, $173.6 million of borrowing capacity remains under our bank credit facility. After repayment of the Convertible Notes on July 16, 2012, we believe that we will have sufficient cash on hand and borrowing capacity under our bank credit facility to fund our capital and liquidity needs for at least the next twelve months.

We anticipate that our future capital needs will principally consist of funds required for:

•

operating and general corporate expenses relating to the operation of our businesses;

•

capital expenditures, primarily for information technology equipment, office furniture and leasehold improvements;

•

debt service requirements, including interest payments on our long-term debt;

•

compensating designated executive management and senior managing directors under our various long-term incentive compensation programs;

•

contingent obligations related to our acquisitions;

•

potential acquisitions of businesses that would allow us to diversify or expand our service offerings; and

•

other known future contractual obligations.

We currently anticipate aggregate capital expenditures will range between $27 million to $35 million to support our organization during 2012, including direct support for specific client engagements. Our estimate takes into consideration the needs of our existing businesses but does not include the impact of any purchases that we make as a result of future acquisitions or specific client engagements that are not currently contemplated. Our capital expenditure requirements may change if our staffing levels or technology needs change significantly from what we currently anticipate, if we purchase additional equipment specifically to support a client engagement or if we pursue and complete additional acquisitions.

In certain business combinations consummated prior to January 1, 2009, a portion of our purchase price was in the form of contingent consideration, often referred to as earn-outs. The use of contingent consideration allows us to shift some of the valuation risk, inherent at the time of acquisition, to the sellers based upon the outcome of future financial targets that the sellers contemplate in the valuations of the companies, assets or businesses they sell. Contingent consideration is payable annually as agreed upon performance targets are met and is generally subject to a maximum amount within a specified time period. Our obligations change from period-to-period primarily as a result of payments made during the current period, changes in the acquired entities’ performance and changes in foreign currency exchange rates. In addition, certain acquisition-related restricted stock agreements contain stock price guarantees that may result in cash payments in the future if our share price falls below a specified per share market value on the date the stock restrictions lapse. As of June 30, 2012, we had no accrued contingent consideration liabilities for business combinations consummated prior to January 1, 2009.

For business combinations consummated on or after January 31, 2009, contingent consideration obligations are recorded as liabilities on our condensed consolidated balance sheet and re-measured to fair value at each subsequent reporting date with an offset to current period earnings. Contingent purchase price obligations for these business combinations are $8.2 million at June 30, 2012.

For the last several years, our cash flows from operations have exceeded our cash needs for capital expenditures and debt service requirements. We believe that our cash flows from operations, supplemented by short-term borrowings under our bank credit facility, as necessary, will provide adequate cash to fund our long-term cash needs from normal operations.

Our conclusion that we will be able to fund our cash requirements by using existing capital resources and cash generated from operations does not take into account the impact of any future acquisition transactions or any unexpected changes in significant numbers of employees. The anticipated cash needs of our businesses could change significantly if we pursue and complete additional business acquisitions, if our business plans change, if economic conditions change from those currently prevailing or from those now anticipated, or if other unexpected circumstances arise that have a material effect on the cash flow or profitability of our business. Any of these events or circumstances, including any new business opportunities, could involve significant additional funding needs in excess of the identified currently available sources and could require us to raise additional debt or equity funding to meet those needs. Our ability to raise additional capital, if necessary, is subject to a variety of factors that we cannot predict with certainty, including:

•

our future profitability;

•

the quality of our accounts receivable;

•

our relative levels of debt and equity;

•

the volatility and overall condition of the capital markets; and

•

the market prices of our securities.

Any new debt funding, if available, may be on terms less favorable to us than our bank credit facility or the indentures that govern our senior notes. See “Forward-Looking Statements.”

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements other than operating leases and we have not entered into any transactions involving unconsolidated subsidiaries or special purpose entities.

Future Contractual Obligations

There have been no significant changes in our future contractual obligations since December 31, 2011.

Forward-Looking Statements

This Quarterly Report on Form 10-Q 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, or the Exchange Act, that involve uncertainties and risks. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues, future results and performance, future capital expenditures, expectations, plans or intentions relating to acquisitions and other matters, business trends and other information that is not historical. Forward-looking statements often contain words such as estimate, expects, anticipates, projects, plans, intends, believes, forecasts and variations of such words or similar expressions. All forward-looking statements, including, without limitation, management’s examination of historical operating trends, are based upon our historical performance and our current plans, estimates and expectations at the time we make them and various assumptions. There can be no assurance that management’s expectations, beliefs and projections will result or be achieved. Our actual financial results, performance or achievements could differ materially from those expressed in, or implied by, any forward-looking statements. The inclusion of any forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Given these risks, uncertainties and other factors, you should not place undue reliance on any forward-looking statements.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in, or implied by, this Quarterly Report on Form 10-Q. Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this Quarterly Report on Form 10-Q are set forth under the heading “Risk Factors” included in Part I– Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 24, 2012. Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this Quarterly Report on Form 10-Q include the following:

•

changes in demand for our services;

•

our ability to attract and retain qualified professionals and senior management;

•

conflicts resulting in our inability to represent certain clients;

•

our former employees joining competing businesses;

•

our ability to manage our professionals’ utilization and billing rates and maintain or increase the pricing of our services and products;

•

our ability to make acquisitions and integrate the operations of acquisitions as well as the costs of integration;

•

our ability to adapt to and manage the risks associated with operating in non-U.S. markets;

•

our ability to replace senior managers and practice leaders who have highly specialized skills and experience;

•

our ability to identify suitable acquisition candidates, negotiate favorable terms and take advantage of opportunistic acquisition situations;

•

our ability to protect the confidentiality of internal and client data and proprietary information;

•

legislation or judicial rulings, including rulings regarding data privacy and the discovery process;

•

periodic fluctuations in revenues, operating income and cash flows;

•

damage to our reputation as a result of claims involving the quality of our services;

•

fee discounting or renegotiation, lower pricing, less advantageous contract terms and unexpected terminations of client engagements;

•

competition;

•

general economic factors, industry trends, restructuring and bankruptcy rates, legal or regulatory requirements, capital market conditions, merger and acquisition activity, major litigation activity and other events outside of our control;

•

our ability to manage growth;

•

risk of non-payment of receivables;

•

the amount and terms of our outstanding indebtedness;

•

changes in accounting principles;

•

risks relating to the obsolescence of, changes to, or the protection of, our proprietary software products and intellectual property rights; and

•

fluctuations in the mix of our services and the geographic locations in which our clients are located or services are rendered.

There may be other factors that may cause our actual results to differ materially from our forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included herein. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances and do not intend to do so.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

For information regarding our exposure to certain market risks see “Item 7A Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 24, 2012. There have been no significant changes in our market risk exposure since December 31, 2011, except as noted below.

Equity Price Sensitivity

Certain acquisition-related restricted stock agreements contain stock price guarantees that may result in cash payments in the future if our share price falls below a specified per share market value on the date the applicable stock restrictions lapse (“the determination date”). The future settlement of any contingency related to our common stock price would require a cash outflow. There are no determination dates remaining in 2012. The following table details by year the cash outflows that would result from the remaining stock price guarantee payments if, on the applicable determination dates, our common stock price was at $28.75 per share (our closing share price on June 29, 2012, the last trading day of June 2012), 20% above or 20% below that price.


	Remainder of 2012		2013		Total
			(in thousands)
Cash outflow, assuming:
Closing share price of $28.75 at June 29, 2012	$	—	$	5,918	$	5,918
20% increase in share price	$	—	$	4,953	$	4,953
20% decrease in share price	$	—	$	6,882	$	6,882

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures. An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (a) were effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is timely recorded, processed, summarized and reported and (b) included, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. There have not been any changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings

From time to time in the ordinary course of business, we are subject to claims, asserted or unasserted, or named as a party to lawsuits or investigations. Litigation, in general, and intellectual property and securities litigation in particular, can be expensive and disruptive to normal business operations. Moreover, the results of legal proceedings cannot be predicted with any certainty and in the case of more complex legal proceedings such as intellectual property and securities litigation, the results are difficult to predict at all. We are not aware of any asserted or unasserted legal proceedings or claims that we believe would have a material adverse effect on our financial condition or results of our operations.

Item 1A.

Risk Factors

There have been no material changes in any risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 24, 2012. We may disclose changes to risk factors or disclose additional factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered sales of equity securities.

None

Repurchases of our common stock. The following table provides information with respect to purchases we made of our common stock during the second quarter ended June 30, 2012 (in thousands, except per share amounts).


	Total Number of Shares Purchased			Average Price Paid per Share		Shares Purchased as Part of Publicly Announced Program		Approximate Dollar Value that May Yet Be Purchased Under the Program ⁽⁴⁾
April 1 through April 30, 2012		3	⁽¹⁾	$	36.71		—	$	—
May 1 through May 31, 2012		8	⁽²⁾	$	34.79		—	$	—
June 1 through June 30, 2012		3	⁽³⁾	$	29.47		—	$	250,000

Total		14					—

⁽¹⁾	Represents 3,100 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock.

⁽²⁾	Represents 7,500 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock.

⁽³⁾	Represents 3,417 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock

⁽⁴⁾

On June 6, 2012, our Board of Directors authorized a two-year stock repurchase program of up to $250 million (the “Repurchase Program”). As of June 30, 2012, the Company has not made any stock repurchases under the Repurchase Program and the full program authorization remains available under the Repurchase Program.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits

(a) Exhibits.


Exhibit Number		Exhibit Description

3.1		Articles of Incorporation of FTI Consulting, Inc., as amended and restated. (Filed with the SEC on May 23, 2003 as an exhibit to FTI Consulting, Inc.’s Current Report on Form 8-K dated May 21, 2003 and incorporated herein by reference.)

3.2		Articles of Amendment of FTI Consulting, Inc. (Filed with the SEC on June 2, 2011 as an exhibit to FTI Consulting, Inc.’s Current Report on Form 8-K dated June 1, 2011 and incorporated herein by reference.)

3.3		Bylaws of FTI Consulting, Inc., as amended and restated on June 1, 2011. (Filed with the SEC on June 2, 2011 as an exhibit to FTI Consulting, Inc.’s Current Report on Form 8-K dated June 1, 2011 and incorporated herein by reference.)

10.01*		Amendment No. 6 dated as of April 5, 2012, to Employment Agreement dated as of November 5, 2002, as amended, by and between FTI Consulting, Inc. and Jack B. Dunn, IV. (Filed with the SEC on April 10, 2012 as an exhibit to FTI Consulting, Inc.’s Current Report on Form 8-K dated April 4, 2012 and incorporated herein by reference.)

10.02†		Amendment No. 1 dated as of May 29, 2012, to the Credit Agreement, dated as of September 27, 2010, among FTI Consulting, Inc., the guarantors party thereto, the lenders and letter of credit issuers party thereto, and Bank of America, N.A., as administrative agent.

31.1†		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended (Section 302 of the Sarbanes-Oxley Act of 2002).

31.2†		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended (Section 302 of the Sarbanes-Oxley Act of 2002).

32.1†		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

32.2†		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

101**		The following financial information from the Quarterly Report on Form 10-Q of FTI Consulting, Inc. for the quarter ended June 30, 2012, furnished electronically herewith, and formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss); (iii) Condensed Consolidated Statement of Stockholders’ Equity (iv) Condensed Consolidated Statements of Cash Flows; and (v) Notes to the Condensed Consolidated Financial Statements.

†	Filed herewith.

*	Management contract or compensatory plan or arrangement.

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

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

Date: August 2, 2012


FTI CONSULTING, INC.

By		/s/ Catherine M. Freeman
		Catherine M. Freeman
		Senior Vice President, Controller and Chief Accounting Officer
		(principal accounting officer)