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FTI CONSULTING, INC - Quarter Report: 2014 March (Form 10-Q)

10-Q
Table of Contents

 

 

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 March 31, 2014

OR

 

¨ 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.)

1101 K Street NW,

Washington, D.C. 20005

  33401
(Address of Principal Executive Offices)   (Zip Code)

(202) 312-9100

(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 April 25, 2014

Common stock, par value $0.01 per share   40,852,724

 

 

 


Table of Contents

FTI CONSULTING, INC. AND SUBSIDIARIES

INDEX

 

         Page  

PART I—FINANCIAL INFORMATION

  

Item 1.

  Financial Statements   
  Condensed Consolidated Balance Sheets—March 31, 2014 and December 31, 2013      3   
  Condensed Consolidated Statements of Comprehensive Income—Three Months Ended March 31, 2014 and 2013      4   
  Condensed Consolidated Statement of Stockholders’ Equity—Three Months Ended March 31, 2014      5   
  Condensed Consolidated Statements of Cash Flows—Three Months Ended March 31, 2014 and 2013      6   
  Notes to Condensed Consolidated Financial Statements      7   

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations      18   

Item 3.

  Quantitative and Qualitative Disclosures About Market Risk      38   

Item 4.

  Controls and Procedures      38   

PART II—OTHER INFORMATION

  

Item 1.

  Legal Proceedings      39   

Item 1A.

  Risk Factors      39   

Item 2.

  Unregistered Sales of Equity Securities and Use of Proceeds      39   

Item 3.

  Defaults Upon Senior Securities      39   

Item 4.

  Mine Safety Disclosures      40   

Item 5.

  Other Information      40   

Item 6.

  Exhibits      40   

SIGNATURE

     42   

 

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PART I—FINANCIAL INFORMATION

FTI Consulting, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

 

Item 1. Financial Statements

 

    March 31,
2014
    December 31,
2013
 
    (Unaudited)        

Assets

   

Current assets

   

Cash and cash equivalents

  $ 77,005      $ 205,833   

Accounts receivable:

   

Billed receivables

    375,176        352,411   

Unbilled receivables

    296,838        233,307   

Allowance for doubtful accounts and unbilled services

    (126,942     (109,273
 

 

 

   

 

 

 

Accounts receivable, net

    545,072        476,445   

Current portion of notes receivable

    33,592        33,093   

Prepaid expenses and other current assets

    49,014        61,800   

Current portion of deferred tax assets

    26,543        26,690   
 

 

 

   

 

 

 

Total current assets

    731,226        803,861   

Property and equipment, net of accumulated depreciation

    85,993        79,007   

Goodwill

    1,221,318        1,218,733   

Other intangible assets, net of amortization

    88,871        97,148   

Notes receivable, net of current portion

    130,721        108,298   

Other assets

    54,438        57,900   
 

 

 

   

 

 

 

Total assets

  $ 2,312,567      $ 2,364,947   
 

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

   

Current liabilities

   

Accounts payable, accrued expenses and other

  $ 112,808      $ 126,886   

Accrued compensation

    124,870        222,738   

Current portion of long-term debt

    26,000        6,014   

Billings in excess of services provided

    35,532        28,692   
 

 

 

   

 

 

 

Total current liabilities

    299,210        384,330   

Long-term debt, net of current portion

    711,000        711,000   

Deferred income taxes

    142,390        137,697   

Other liabilities

    82,939        89,661   
 

 

 

   

 

 

 

Total liabilities

    1,235,539        1,322,688   
 

 

 

   

 

 

 

Commitments and contingent liabilities (notes 8, 10 and 11)

   

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—40,854 (2014) and 40,526 (2013)

    409        405   

Additional paid-in capital

    374,242        362,322   

Retained earnings

    748,738        730,621   

Accumulated other comprehensive loss

    (46,361     (51,089
 

 

 

   

 

 

 

Total stockholders’ equity

    1,077,028        1,042,259   
 

 

 

   

 

 

 

Total liabilities and stockholders’ equity

  $ 2,312,567      $ 2,364,947   
 

 

 

   

 

 

 

See accompanying notes to the condensed consolidated financial statements

 

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Table of Contents

FTI Consulting, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(in thousands, except per share data)

Unaudited

 

     Three Months Ended
March 31,
 
     2014     2013  

Revenues

   $ 425,552      $ 407,178   
  

 

 

   

 

 

 

Operating expenses

    

Direct cost of revenues

     274,275        258,480   

Selling, general and administrative expense

     108,387        96,647   

Special charges

     —          427   

Acquisition-related contingent consideration

     (1,843     731   

Amortization of other intangible assets

     4,616        5,564   
  

 

 

   

 

 

 
     385,435        361,849   
  

 

 

   

 

 

 

Operating income

     40,117        45,329   

Other income (expense)

    

Interest income and other

     1,003        937   

Interest expense

     (12,655     (12,715
  

 

 

   

 

 

 
     (11,652     (11,778
  

 

 

   

 

 

 

Income before income tax provision

     28,465        33,551   

Income tax provision

     10,348        9,871   
  

 

 

   

 

 

 

Net income

   $ 18,117      $ 23,680   
  

 

 

   

 

 

 

Earnings per common share—basic

   $ 0.46      $ 0.60   
  

 

 

   

 

 

 

Earnings per common share—diluted

   $ 0.45      $ 0.58   
  

 

 

   

 

 

 

Other comprehensive income (loss), net of tax:

    

Foreign currency translation adjustments, net of tax $0

   $ 4,728      $ (15,509
  

 

 

   

 

 

 

Total other comprehensive income (loss), net of tax

     4,728        (15,509
  

 

 

   

 

 

 

Comprehensive income

   $ 22,845      $ 8,171   
  

 

 

   

 

 

 

 

See accompanying notes to the condensed consolidated financial statements

 

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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          

Balance December 31, 2013

    40,526      $ 405      $ 362,322      $ 730,621      $ (51,089   $ 1,042,259   

Net income

    —          —          —          18,117        —          18,117   

Other comprehensive income:

           

Cumulative translation adjustment

    —          —          —          —          4,728        4,728   

Issuance of common stock in connection with:

           

Exercise of options, net of income tax expense from share-based awards of $258

    117        2        2,393        —          —          2,395   

Restricted share grants, less net settled shares of 133

    211        2        (4,559     —          —          (4,557

Stock units issued under incentive compensation plan

    —          —          1,632        —          —          1,632   

Non-employee vesting of stock options

    —          —          2,951        —          —          2,951   

Share-based compensation

    —          —          9,503        —          —          9,503   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance March 31, 2014

    40,854      $ 409      $ 374,242      $ 748,738      $ (46,361   $ 1,077,028   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

See accompanying notes to the condensed consolidated financial statements

 

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FTI Consulting, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

Unaudited

 

     Three Months Ended
March 31,
 
     2014     2013  

Operating activities

    

Net income

   $ 18,117      $ 23,680   

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

    

Depreciation and amortization

     8,585        8,006   

Amortization of other intangible assets

     4,616        5,564   

Acquisition-related contingent consideration

     (1,843     731   

Provision for doubtful accounts

     4,442        4,094   

Non-cash share-based compensation

     9,503        10,055   

Non-cash interest expense

     675        670   

Other

     (443     (135

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

    

Accounts receivable, billed and unbilled

     (71,474     (47,711

Notes receivable

     (26,088     (227

Prepaid expenses and other assets

     11,927        531   

Accounts payable, accrued expenses and other

     18,815        16,603   

Income taxes

     (684     2,937   

Accrued compensation

     (93,573     (28,862

Billings in excess of services provided

     6,630        1,760   
  

 

 

   

 

 

 

Net cash used in operating activities

     (110,795     (2,304
  

 

 

   

 

 

 

Investing activities

    

Payments for acquisition of businesses, net of cash received

     (15,611     (14,676

Purchases of property and equipment

     (15,179     (7,323

Other

     (10     12   
  

 

 

   

 

 

 

Net cash used in investing activities

     (30,800     (21,987
  

 

 

   

 

 

 

Financing activities

    

Borrowings under revolving line of credit, net

     20,000        —     

Purchase and retirement of common stock

     (4,367     (28,758

Net issuance of common stock under equity compensation plans

     (2,490     (1,335

Other

     (101     (100
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     13,042        (30,193
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     (275     (1,598
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (128,828     (56,082

Cash and cash equivalents, beginning of period

     205,833        156,785   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 77,005      $ 100,703   
  

 

 

   

 

 

 

Supplemental cash flow disclosures

    

Cash paid for interest

   $ 391      $ 321   

Cash paid for income taxes, net of refunds

     11,034        6,970   

Non-cash investing and financing activities:

    

Issuance of stock units under incentive compensation plans

     1,632        2,825   

See accompanying notes to the condensed consolidated financial statements

 

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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., including its consolidated subsidiaries (collectively, the “Company,” “we,” “our” or “FTI Consulting”) 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. Certain Adjusted EBITDA prior period amounts have been reclassified to conform to the current period presentation. 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, 2013.

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 common 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, each using the treasury stock method.

 

     Three Months Ended  
     March 31,  
     2014      2013  

Numerator—basic and diluted

     

Net income

   $ 18,117       $ 23,680   
  

 

 

    

 

 

 

Denominator

     

Weighted average number of common shares outstanding—basic

     39,438         39,403   

Effect of dilutive stock options

     356         595   

Effect of dilutive restricted shares

     663         622   
  

 

 

    

 

 

 

Weighted average number of common shares outstanding—diluted

     40,457         40,620   
  

 

 

    

 

 

 

Earnings per common share—basic

   $ 0.46       $ 0.60   
  

 

 

    

 

 

 

Earnings per common share—diluted

   $ 0.45       $ 0.58   
  

 

 

    

 

 

 

Antidilutive stock options and restricted shares

     3,177         3,486   
  

 

 

    

 

 

 

3. New Accounting Standards Not Yet Adopted

In April 2014, the FASB issued Accounting Standards Update 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, or ASU 2014-08. ASU 2014-08 amends the criteria for reporting a discontinued operation. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s operations and financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the

 

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disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. This guidance is effective for interim and annual periods beginning after December 15, 2014, with early adoption permitted. ASU 2014-08 would impact the Company’s consolidated results of operations and financial condition only in the instance of an event or transaction described above.

4. Special Charges

During the year ended December 31, 2013, we recorded special charges totaling $38.4 million, of which $14.1 million was non-cash. The charges reflect contractual post-employment severance and transition services, equity award and retention bonus expense acceleration primarily related to the transition of the Company’s former Executive Chairman and former President and Chief Executive Officer, accelerated expense related to future payments required to be made under a contractual transition service agreement with a Corporate Finance/Restructuring segment senior client facing professional, and costs related to actions we took to realign our workforce to address current business demands impacting our Corporate Finance/Restructuring and Forensic and Litigation Consulting segments, and to reduce certain corporate overhead within our Europe, Middle East and Africa (“EMEA”) region, most of which were recorded in the third and fourth quarters of 2013.

During the three months ended March 31, 2013, we recorded adjustments to the special charges for office spaces vacated prior to the end of the second quarter of 2012 of approximately $0.4 million. These charges reflected the changes to sublease terms and associated costs for those locations for which subleases were entered into during the three months ended March 31, 2013.

We did not record any special charges for the three months ended March 31, 2014.

The total cash outflow associated with the previously recorded special charges is expected to be $48.5 million, of which $24.1 million has been paid as of March 31, 2014. Approximately $7.8 million is expected to be paid during the remainder of 2014, $5.0 million is expected to be paid in 2015, $3.1 million is expected to be paid in 2016, $3.1 million is expected to be paid in 2017, and the remaining balance of $5.4 million will be paid from 2018 to 2025. 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 three months ended March 31, 2014 is as follows:

 

     Employee              
     Termination     Lease        
     Costs     Costs     Total  

Balance at December 31, 2013

   $ 19,965      $ 6,096      $ 26,061   

Payments

     (1,324     (374     (1,698

Foreign currency translation adjustment and other

     4        —          4   
  

 

 

   

 

 

   

 

 

 

Balance at March 31, 2014

   $ 18,645      $ 5,722      $ 24,367   
  

 

 

   

 

 

   

 

 

 

5. Allowance for Doubtful Accounts and Unbilled Services

We record adjustments to the allowance for doubtful accounts and unbilled services as a reduction in revenue when there are changes in estimates of fee reductions that may be imposed by bankruptcy courts and other regulatory institutions, for both billed and unbilled receivables. The allowance for doubtful accounts and unbilled services is also adjusted after the related work has been billed to the client and we discover that collectability is not reasonably assured. These adjustments are recorded to “Selling, general and administrative expense” on the Condensed Consolidated Statements of Comprehensive Income and totaled $4.4 million and $4.1 million for the three months ended March 31, 2014 and 2013, respectively.

 

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6. Research and Development Costs

Research and development costs related to software development totaled $4.5 million and $4.0 million for the three months ended March 31, 2014 and 2013, respectively. Research and development costs are included in “Selling, general and administrative expense” on the Condensed Consolidated Statements of Comprehensive Income.

7. Financial Instruments

Fair Value of Financial Instruments

We consider the recorded value of certain 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 March 31, 2014 and December 31, 2013, based on the short-term nature of the assets and liabilities. The fair value of our long-term debt at March 31, 2014 was $777.3 million compared to a carrying value of $737.0 million. At December 31, 2013, the fair value of our long-term debt was $752.8 million compared to a carrying value of $717.0 million. We determine the fair value of our long-term debt primarily based on quoted market prices for our 63/4% Senior Notes Due 2020 (“2020 Notes”) and 6.0% Senior Notes Due 2022 (“2022 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.

For business combinations consummated on or after January 1, 2009, we estimate the fair value of acquisition-related contingent consideration based on the present value of the consideration expected to be paid during the remainder of the earnout period, based on management’s assessment of the acquired operations’ forecasted earnings. 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 measured 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 include our measures of the future profitability and related cash flows of the acquired business or assets, impacted by appropriate 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 fair value of the contingent consideration is reassessed on a quarterly basis by the Company based on a collaborative effort of the Company’s operations, finance and accounting groups using additional information as it becomes available.

Any change in the fair value of an acquisition’s contingent consideration liability results in a remeasurement gain or loss that is recorded as income or expense, respectively and is included within “Acquisition-related contingent consideration” in the Condensed Consolidated Statements of Comprehensive Income. During the three months ended March 31, 2014, management determined that the fair value of the contingent consideration liability for three of its acquisitions had declined and recorded a remeasurement gain of $2.1 million. There was no remeasurement gain or loss recognized during the three months ended March 31, 2013.

Accretion expense for acquisition-related contingent consideration totaled $0.3 million and $0.7 million for the three months ended March 31, 2014 and 2013, respectively.

 

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The following table represents the changes in the acquisition-related contingent consideration liability during the three months ended March 31, 2014 and 2013:

 

     Three Months Ended  
     March 31,  

(in thousands)

   2014     2013  

Beginning balance

   $ 13,329      $ 16,426   

Acquisition (1)

     (4,495     (848

Accretion of acquisition-related contingent consideration

     279        731   

Remeasurement of acquisition-related contingent consideration

     (2,122     —     

Payments

     (63     —     

Unrealized losses related to currency translation in other comprehensive income

     (25     (13
  

 

 

   

 

 

 

Ending balance

   $ 6,903      $ 16,296   
  

 

 

   

 

 

 

 

(1) 

Includes adjustments during the purchase price allocation period.

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 March 31, 2014

           

Liabilities:

           

Acquisition-related contingent consideration, including current portion

   $ —         $ —         $ 6,903       $ 6,903   

As of December 31, 2013

           

Liabilities:

           

Acquisition-related contingent consideration, including current portion

   $ —         $ —         $ 13,329       $ 13,329   

8. Acquisitions

Certain purchase price allocations were preliminary at December 31, 2013. For these acquisitions, we recorded $4.7 million of acquisition related contingent consideration, $9.5 million of identifiable intangible assets, $1.2 million of deferred taxes and $10.1 million of goodwill in the year ended December 31, 2013. During the first quarter of 2014, we finalized the purchase price and purchase price allocation for one of these acquisitions. In the first quarter of 2014, we recorded adjustments to the preliminary purchase price for certain acquisitions completed during the fourth quarter of 2013. These adjustments were immaterial; therefore no retrospective adjustments were made to the fair value of the assets acquired and liabilities assumed in the condensed consolidated balance sheet as of December 31, 2013.

 

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9. Goodwill and Other Intangible Assets

The changes in the carrying amounts of goodwill by operating segment for the three months ended March 31, 2014, are as follows:

 

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

Balances at December 31, 2013:

           

Goodwill

  $ 449,710      $ 241,651      $ 263,474      $ 118,073      $ 339,964      $ 1,412,872   

Accumulated goodwill impairment

    —          —          —          —          (194,139     (194,139
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Goodwill, net at December 31, 2013

    449,710        241,651        263,474        118,073        145,825        1,218,733   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Acquisitions (1)

    —          71        —          —          —          71   

Foreign currency translation adjustment and other

    939        388        60        17        1,110        2,514   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Goodwill

    450,649        242,110        263,534        118,090        341,074        1,415,457   

Accumulated goodwill impairment

    —          —          —          —          (194,139     (194,139
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Goodwill, net at March 31, 2014

  $ 450,649      $ 242,110      $ 263,534      $ 118,090      $ 146,935      $ 1,221,318   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) 

Includes adjustments during the purchase price measurement period.

Other intangible assets with finite lives are amortized over their estimated useful lives. For intangible assets with finite lives, we recorded amortization expense of $4.6 million and $5.6 million for the three months ended March 31, 2014 and 2013, respectively. Based solely on the amortizable intangible assets recorded as of March 31, 2014, we estimate amortization expense to be $10.0 million during the remainder of 2014, $12.1 million in 2015, $10.9 million in 2016, $10.1 million in 2017, $8.5 million in 2018, $7.9 million in 2019, and $23.8 million in years after 2019. 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, and other factors.

 

          March 31, 2014      December 31, 2013  
     Useful Life
in Years
   Gross
Carrying
Amount
     Accumulated
Amortization
     Gross
Carrying
Amount
     Accumulated
Amortization
 

Finite lived intangible assets

              

Customer relationships

   1 to 15    $ 153,856       $ 75,975       $ 157,064       $ 73,977   

Non-competition agreements

   1 to 10      10,994         9,369         10,922         9,051   

Software

   3 to 10      37,542         33,822         40,095         33,625   

Tradenames

   1 to 2      485         440         485         365   
     

 

 

    

 

 

    

 

 

    

 

 

 
        202,877         119,606         208,566         117,018   

Indefinite-lived intangible assets

              

Tradenames

   Indefinite      5,600         —           5,600         —     
     

 

 

    

 

 

    

 

 

    

 

 

 
      $ 208,477       $ 119,606       $ 214,166       $ 117,018   
     

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

10. Debt

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

 

     March 31,      December 31,  
     2014      2013  

6 3/4% senior notes due 2020

   $ 400,000       $ 400,000   

6.0% senior notes due 2022

     300,000         300,000   

Revolving line of credit

     20,000         —     

Notes payable to former shareholders of acquired businesses

     17,000         17,000   
  

 

 

    

 

 

 

Total debt

     737,000         717,000   

Less current portion

     26,000         6,000   
  

 

 

    

 

 

 

Long-term debt, net of current portion

     711,000         711,000   
  

 

 

    

 

 

 

Total capital lease obligations

     —           14   

Less current portion

     —           14   
  

 

 

    

 

 

 

Capital lease obligations, net of current portion

     —           —     
  

 

 

    

 

 

 

Long-term debt and capital lease obligations, net of current portion

   $ 711,000       $ 711,000   
  

 

 

    

 

 

 

11. 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 resolutions of such actions. We do not believe any potential settlement or judgment would materially affect our financial position or results of operations.

12. 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 three months ended March 31, 2014, we granted an aggregate of 645,593 share-based awards, consisting primarily of restricted stock awards, restricted stock units and stock options.

Total share-based compensation expense for the three months ended March 31, 2014 and 2013 is detailed in the following table:

 

     Three Months Ended  
     March 31,  

Comprehensive Income Statement Classification

   2014      2013  

Direct cost of revenues

   $ 5,822       $ 6,957   

Selling, general and administrative expense

     3,254         2,976   
  

 

 

    

 

 

 

Total share-based compensation expense

   $ 9,076       $ 9,933   
  

 

 

    

 

 

 

13. Stockholders’ Equity

On June 6, 2012, our Board of Directors authorized a two-year stock repurchase program of up to $250.0 million (the “2012 Repurchase Program”). During the year ended December 31, 2013 we repurchased and retired 1,956,900 shares of our common stock for an average price per share of $36.35, at a cost of $71.1 million,

 

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Table of Contents

of which $4.4 million was accrued and included in the Condensed Consolidated Balance Sheet, and $66.7 million was paid at December 31, 2013. In January 2014, we paid the balance due of $4.4 million on our 2013 share repurchases. No shares were repurchased during the three months ended March 31, 2014. As of March 31, 2014, $128.8 million remained available under the 2012 Repurchase Program.

14. Segment Reporting

We manage our business in five reportable 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, 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, risk mitigation services as well as interim management and performance improvement services for our health solutions practice clients.

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 electronic 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, 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. Beginning with the quarter ended March 31, 2014, the definition of Adjusted Segment EBITDA has been updated to exclude the impact of changes in the fair value of acquisition-related contingent consideration liabilities. Prior period amounts have been reclassified to conform to the current period’s presentation.

We define Adjusted Segment EBITDA as a segment’s share of consolidated operating income before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. We define Total Adjusted Segment EBITDA as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses. Although Adjusted Segment EBITDA is not a measure of financial condition or performance determined in accordance with GAAP, we use Adjusted Segment EBITDA to internally evaluate the financial performance of our segments because we believe it is a useful supplemental measure which reflects current core operating performance and provides an indicator of the segment’s ability to generate cash.

 

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Table of Contents

The table below presents revenues and Adjusted Segment EBITDA for our reportable segments for the three months ended March 31, 2014 and 2013:

 

     Three Months Ended  
     March 31,  
     2014      2013  

Revenues

     

Corporate Finance/Restructuring

   $ 93,982       $ 99,080   

Forensic and Litigation Consulting

     121,429         100,724   

Economic Consulting

     106,851         115,194   

Technology

     60,063         46,704   

Strategic Communications

     43,227         45,476   
  

 

 

    

 

 

 

Revenues

   $ 425,552       $ 407,178   
  

 

 

    

 

 

 

Adjusted Segment EBITDA

     

Corporate Finance/Restructuring

   $ 10,951       $ 19,085   

Forensic and Litigation Consulting

     26,494         12,811   

Economic Consulting

     13,030         26,194   

Technology

     17,348         13,716   

Strategic Communications

     2,729         3,554   
  

 

 

    

 

 

 

Total Adjusted Segment EBITDA

   $ 70,552       $ 75,360   
  

 

 

    

 

 

 

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

 

     Three Months Ended  
     March 31,  
     2014     2013  

Total Adjusted Segment EBITDA

   $ 70,552      $ 75,360   

Segment depreciation expense

     (7,548     (6,876

Amortization of other intangible assets

     (4,616     (5,564

Special charges

     —          (427

Unallocated corporate expenses, excluding special charges

     (20,393     (17,164

Interest income and other

     1,003        937   

Interest expense

     (12,655     (12,715

Remeasurement of acquisition-related contingent consideration

     2,122        —     
  

 

 

   

 

 

 

Income before income tax provision

   $ 28,465      $ 33,551   
  

 

 

   

 

 

 

15. 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 and 2020 Notes and 2022 Notes (collectively, the “Senior Notes”). The guarantees are full and unconditional and joint and several. All of the guarantors are 100%-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.

 

14


Table of Contents

Condensed Consolidating Balance Sheet Information as of March 31, 2014

 

    FTI
Consulting,  Inc.
    Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Consolidated  

Assets

         

Cash and cash equivalents

  $ 23,393      $ 155      $ 53,457      $ —        $ 77,005   

Accounts receivable, net

    172,000        200,057        173,015        —          545,072   

Intercompany receivables

    —          744,461        18,299        (762,760     —     

Other current assets

    59,876        22,353        26,920        —          109,149   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

    255,269        967,026        271,691        (762,760     731,226   

Property and equipment, net

    33,706        16,110        36,177        —          85,993   

Goodwill

    559,613        408,904        252,801        —          1,221,318   

Other intangible assets, net

    32,674        18,805        64,789        (27,397     88,871   

Investments in subsidiaries

    1,841,421        500,769        —          (2,342,190     —     

Other assets

    68,315        80,253        36,591        —          185,159   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 2,790,998      $ 1,991,867      $ 662,049      $ (3,132,347   $ 2,312,567   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

         

Intercompany payables

  $ 685,394      $ 31,833      $ 45,533      $ (762,760   $ —     

Other current liabilities

    128,071        75,460        95,679        —          299,210   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

    813,465        107,293        141,212        (762,760     299,210   

Long-term debt, net

    700,000        11,000        —          —          711,000   

Other liabilities

    200,505        11,998        12,826        —          225,329   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    1,713,970        130,291        154,038        (762,760     1,235,539   

Stockholders’ equity

    1,077,028        1,861,576        508,011        (2,369,587     1,077,028   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ equity

  $ 2,790,998      $ 1,991,867      $ 662,049      $ (3,132,347   $ 2,312,567   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Condensed Consolidating Balance Sheet Information as of December 31, 2013

 

    FTI
Consulting,  Inc.
    Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Consolidated  

Assets

         

Cash and cash equivalents

  $ 111,943      $ 494      $ 93,396      $ —        $ 205,833   

Accounts receivable, net

    154,357        162,505        159,583        —          476,445   

Intercompany receivables

    —          820,158        18,881        (839,039     —     

Other current assets

    68,292        20,932        32,359        —          121,583   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

    334,592        1,004,089        304,219        (839,039     803,861   

Property and equipment, net

    31,304        19,047        28,656        —          79,007   

Goodwill

    559,820        408,903        250,010        —          1,218,733   

Other intangible assets, net

    33,746        19,534        72,221        (28,353     97,148   

Investments in subsidiaries

    1,772,130        498,001        —          (2,270,131     —     

Other assets

    75,561        56,949        33,688        —          166,198   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 2,807,153      $ 2,006,523      $ 688,794      $ (3,137,523   $ 2,364,947   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

         

Intercompany payables

  $ 709,628      $ 74,813      $ 54,598      $ (839,039   $ —     

Other current liabilities

    154,049        114,883        115,398        —          384,330   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

    863,677        189,696        169,996        (839,039     384,330   

Long-term debt, net

    700,000        11,000        —          —          711,000   

Other liabilities

    201,217        15,009        11,132        —          227,358   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    1,764,894        215,705        181,128        (839,039     1,322,688   

Stockholders’ equity

    1,042,259        1,790,818        507,666        (2,298,484     1,042,259   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ equity

  $ 2,807,153      $ 2,006,523      $ 688,794      $ (3,137,523   $ 2,364,947   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended

March 31, 2014

 

    FTI
Consulting,  Inc.
    Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Consolidated  

Revenues

  $ 151,032      $ 252,083      $ 120,527      $ (98,090   $ 425,552   

Operating expenses

         

Direct cost of revenues

    99,498        195,699        76,857        (97,779     274,275   

Selling, general and administrative expense

    45,298        28,500        34,900        (311     108,387   

Acquisition-related contingent consideration

    (598     (603     (642     —          (1,843

Amortization of other intangible assets

    1,073        729        3,771        (957     4,616   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    5,761        27,758        5,641        957        40,117   

Other (expense) income

    (13,314     (2,266     3,928        —          (11,652
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before income tax provision

    (7,553     25,492        9,569        957        28,465   

Income tax (benefit) provision

    (2,858     11,046        2,160        —          10,348   

Equity in net earnings of subsidiaries

    22,812        6,333        —          (29,145     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $ 18,117      $ 20,779      $ 7,409      $ (28,188   $ 18,117   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss), net of tax:

         

Foreign currency translation adjustments, net of tax $0

    —          —          4,728        —          4,728   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income, net of tax

    —          —          4,728        —          4,728   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

  $ 18,117      $ 20,779      $ 12,137      $ (28,188   $ 22,845   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended

March 31, 2013

 

    FTI
Consulting,  Inc.
    Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Consolidated  

Revenues

  $ 150,960      $ 246,661      $ 107,996      $ (98,439   $ 407,178   

Operating expenses

         

Direct cost of revenues

    100,837        187,347        67,973        (97,677     258,480   

Selling, general and administrative expense

    42,896        27,976        26,538        (763     96,647   

Special Charges

    323        104        —          —          427   

Acquisition-related contingent consideration

    87        —          644        —          731   

Amortization of other intangible assets

    1,227        2,447        2,683        (793     5,564   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    5,590        28,787        10,158        794        45,329   

Other (expense) income

    (14,940     329        2,833        —          (11,778
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before income tax provision

    (9,350     29,116        12,991        794        33,551   

Income tax (benefit) provision

    (2,931     9,972        2,830          9,871   

Equity in net earnings of subsidiaries

    30,099        8,435        —          (38,534     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $ 23,680      $ 27,579      $ 10,161      $ (37,740   $ 23,680   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income, net of tax:

         

Foreign currency translation adjustments, net of tax $0

    —          —          (15,509     —          (15,509
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss), net of tax

    —          —          (15,509     —          (15,509
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

  $ 23,680      $ 27,579      $ (5,348   $ (37,740   $ 8,171   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Condensed Consolidating Statement of Cash Flow for the Three Months Ended March 31, 2014

 

    FTI
Consulting, Inc.
    Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Consolidated  

Operating activities

       

Net cash (used in) provided by operating activities

  $ (16,876   $ (80,076   $ (13,843   $ (110,795

Investing activities

       

Payments for acquisition of businesses, net of cash received

    (14,616     —          (995     (15,611

Purchases of property and equipment

    (5,008     (1,047     (9,124     (15,179

Other

    (10     —          —          (10
 

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

    (19,634     (1,047     (10,119     (30,800
 

 

 

   

 

 

   

 

 

   

 

 

 

Financing activities

       

Borrowings under revolving line of credit, net

    20,000        —          —          20,000   

Issuance of common stock

    (2,490     —          —          (2,490

Purchase and retirement of common stock

    (4,367     —          —          (4,367

Other

    442        (63     (480     (101

Intercompany transfers

    (65,625     80,847        (15,222     —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

    (52,040     80,784        (15,702     13,042   
 

 

 

   

 

 

   

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

    —          —          (275     (275
 

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease in cash and cash equivalents

    (88,550     (339     (39,939     (128,828

Cash and cash equivalents, beginning of period

    111,943        494        93,396        205,833   
 

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of period

  $ 23,393      $ 155      $ 53,457      $ 77,005   
 

 

 

   

 

 

   

 

 

   

 

 

 

Condensed Consolidating Statement of Cash Flow for the Three Months Ended March 31, 2013

 

    FTI
Consulting,  Inc.
    Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Consolidated  

Operating activities

       

Net cash (used in) provided by operating activities

  $ (17,853   $ 2,610      $ 12,939      $ (2,304

Investing activities

       

Payments for acquisition of businesses, net of cash received

    (8,078     (6,598     —          (14,676

Purchases of property and equipment

    (754     (5,338     (1,231     (7,323

Other

    12        —          —          12   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

    (8,820     (11,936     (1,231     (21,987
 

 

 

   

 

 

   

 

 

   

 

 

 

Financing activities

       

Purchase and retirement of common stock

    (28,758     —          —          (28,758

Net issuance of common stock and other

    (1,335     —          —          (1,335

Other

    105          (205     (100

Intercompany transfers

    18,039        8,997        (27,036     —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by financing activities

    (11,949     8,997        (27,241     (30,193
 

 

 

   

 

 

   

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

    —          —          (1,598     (1,598
 

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease in cash and cash equivalents

    (38,622     (329     (17,131     (56,082

Cash and cash equivalents, beginning of period

    66,663        610        89,512        156,785   
 

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of period

  $ 28,041      $ 281      $ 72,381      $ 100,703   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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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 months ended March 31, 2014 and 2013 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, 2013. 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, mergers and acquisitions (“M&A”), antitrust and competition matters, securities litigation, electronic discovery (“e-discovery”), management and retrieval of electronically stored information (“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 reportable 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, risk mitigation services as well as interim management and performance improvement services for our health solutions practice clients.

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 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. Over the past several years the growth in our revenues and profitability has resulted from our ability to attract new and recurring engagements and the acquisitions we have completed.

 

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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 also billed based on the amount of data stored on our electronic systems, the volume of information processed or the number of users licensing our Ringtail® software products for use or installation within their own environments. We license certain 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 hosting, 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. 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.

Non-GAAP Measures

In the accompanying analysis of financial information, we sometimes use information derived from consolidated and segment financial information that is not presented in our financial statements and prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of these measures are considered “non-GAAP financial measures” under the SEC rules. Specifically, we have referred to:

 

   

Segment Operating Income

 

   

Total Segment Operating Income

 

   

Adjusted EBITDA

 

   

Adjusted Segment EBITDA

 

   

Total Adjusted Segment EBITDA

 

   

Adjusted Net Income

 

   

Adjusted Earnings per Diluted Share

 

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Beginning with the quarter ended March 31, 2014, the definitions of each of these non-GAAP measures have been updated to exclude the impact of changes in the fair value of acquisition-related contingent consideration liabilities. Prior period amounts have been reclassified to conform to the current period’s presentation.

We define Segment Operating Income as a segment’s share of consolidated operating income. We define Total Segment Operating Income as the total of Segment Operating Income for all segments, which excludes unallocated corporate expenses. We use Segment Operating Income for the purpose of calculating Adjusted Segment EBITDA. We define Adjusted EBITDA as consolidated net income before income tax provision, other non-operating income (expense), depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges and losses on early extinguishment of debt. We define Adjusted Segment EBITDA as a segment’s share of consolidated operating income before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. We define Total Adjusted Segment EBITDA as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses. We use Adjusted Segment EBITDA to internally evaluate the financial performance of our segments because we believe it is a useful supplemental measure which reflects current core operating performance and provides an indicator of the segment’s ability to generate cash. We also believe that these measures, when considered together with our GAAP financial results, provide management and investors with a more complete understanding of our operating results, including underlying trends, by excluding the effects of remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. In addition, EBITDA is a common alternative measure of operating performance used by many of our competitors. It is used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in our industry. Therefore, we also believe that these measures, considered along with corresponding GAAP measures, provide management and investors with additional information for comparison of our operating results to the operating results of other companies.

We define Adjusted Net Income and Adjusted Earnings per Diluted Share as net income and earnings per diluted share, respectively, excluding the impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges and losses on early extinguishment of debt. We use Adjusted Net Income for the purpose of calculating Adjusted Earnings per Diluted Share. Management uses Adjusted Earnings per Diluted Share to assess total company operating performance on a consistent basis. We believe that this measure, when considered together with our GAAP financial results, provides management and investors with a more complete understanding of our business operating results, including underlying trends, by excluding the effects of the remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges and losses on early extinguishment of debt.

Non-GAAP financial measures are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, the information contained in our Consolidated Statements of Comprehensive Income. Reconciliations of GAAP to non-GAAP financial measures are included elsewhere in this filing.

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

 

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EXECUTIVE HIGHLIGHTS

 

     Three Months Ended
March 31,
 
     2014     2013  
     (dollars in thousands,
except per share amounts)
 

Revenues

   $ 425,552      $ 407,178   

Adjusted EBITDA

   $ 51,196      $ 59,326   

Net income

   $ 18,117      $ 23,680   

Earnings per common share—diluted

   $ 0.45      $ 0.58   

Adjusted EPS

   $ 0.41      $ 0.59   

Cash used in operating activities

   $ (110,795   $ (2,304

Total number of employees at March 31,

     4,250        3,944   

Third Quarter 2013 Executive Highlights

Revenues

Revenues for the three months ended March 31, 2014 increased $18.4 million, or 4.5%, to $425.6 million, compared to $407.2 million in the same prior year period, of which, acquisitions contributed $10.9 million, or 2.7%. The balance of the revenue increase resulted from organic growth primarily due to higher demand in our Forensic and Litigation Consulting segment. Additionally, our Technology segment experienced increased demand for its services offering. These revenue increases were partially offset by weaker demand in financial economics and antitrust litigation practices in our Economics Consulting segment’s North America and Europe, Middle East and Africa (“EMEA”) regions, and continued weak demand in bankruptcy and restructuring activity impacting our Corporate Finance/Restructuring segment and lower pass-through revenue for our Strategic Communications segment.

Adjusted EBITDA

Adjusted EBITDA for the three months ended March 31, 2014 decreased $8.1 million, or 13.7%, to $51.2 million, or 12.0% of revenues, compared to $59.3 million, or 14.6% of revenues, in the same prior year period. Adjusted EBITDA was impacted by weaker demand in our Economic Consulting segment’s antitrust litigation and financial economics practices in the North America and EMEA regions and employment contract extensions of key senior client-service professionals, under-utilization in our bankruptcy and restructuring practices in our Corporate Finance/Restructuring segment in the North America and Asia Pacific regions and lower demand in our Strategic Communications segment, partially offset by leverage increases in Forensic and Litigation Consulting and demand for Technology services as described above.

Net Income

Net income for the three months ended March 31, 2014 decreased $5.6 million to $18.1 million, compared to $23.7 million in the same prior year period. Net income was impacted by the operating results described above as well as higher unallocated corporate expenses for regional support costs and increased outside consultant costs for global corporate initiatives. The three months ended March 31, 2014 also included a $2.1 million remeasurement gain related to the reduction in fair value of estimated future contingent consideration payments for prior acquisitions. Net income in the three months ended March 31, 2013 was impacted by a favorable discrete tax item for the reversal of a liability for uncertain tax positions related to an IRS audit.

Earnings per share and Adjusted EPS

Earnings per share for the three months ended March 31, 2014 decreased $0.13 to $0.45 from $0.58 in the same prior year period. Earnings per share were impacted by the results as outlined above. Adjusted earnings per

 

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diluted share for the three months ended March 31, 2014 were $0.41 as compared to $0.59 in the same prior year period, and excludes the remeasurement gain related to the fair value of estimated future contingent consideration payments for prior acquisitions.

Liquidity highlights

Cash used in operating activities increased $108.5 million to $110.8 million for the three months ended March 31, 2014 compared to $2.3 million for the same prior year period primarily as a result of higher bonus payments and an increase in the funding of employee notes in 2014. Cash collections were flat compared to the same prior year period, despite higher revenues in the three months ended March 31, 2014 primarily due to the timing of revenues in the current quarter with most of the year-over-year revenue growth occurring at the end of the quarter, which is reflected in the increase in accounts receivable. Days sales outstanding (“DSO”) was 106 days at March 31, 2014 and 96 days at March 31, 2013. DSO for the three months ended March 31, 2014 was impacted by the increase in accounts receivable discussed above, as well as, the cycle time of billings and collections on several large engagements, which are subject to certain milestones for billing and collections.

Our financing activities during the three months ended March 31, 2014, included short-term net borrowings of $20.0 million on our revolving line of credit under our senior secured bank credit facility and payments of $4.4 million to settle repurchases of the Company’s common stock that were made, but not settled, in the fourth quarter of 2013. The Company did not repurchase any common stock during the first quarter of 2014.

Headcount

Headcount for the three months ended March 31, 2014 increased by 306, or 7.8%, to 4,250 from 3,944 in the same prior year period. Billable headcount increased by 227 professionals. Non-billable headcount increased 79 professionals primarily due to growth in our regional infrastructure and from acquisitions.

 

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

Billable Headcount

              
              

March 31, 2013

     683        965        476         275         619        3,018   

Terminations related to special charge

     (25     (17     —           —           —          (42

Acquisitions

     63        49        6         —           —          118   

Net other headcount additions (reductions)

     5        79        56         46         (35     151   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

March 31, 2014

     726        1,076        538         321         584        3,245   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

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Table of Contents

CONSOLIDATED RESULTS OF OPERATIONS

Segment and Consolidated Operating Results:

 

     Three Months Ended
March 31,
 
     2014     2013  
     (in thousands, except
per share amounts)
 

Revenues

    

Corporate Finance/Restructuring

   $ 93,982      $ 99,080   

Forensic and Litigation Consulting

     121,429        100,724   

Economic Consulting

     106,851        115,194   

Technology

     60,063        46,704   

Strategic Communications

     43,227        45,476   
  

 

 

   

 

 

 

Revenues

   $ 425,552      $ 407,178   
  

 

 

   

 

 

 

Operating income

    

Corporate Finance/Restructuring

   $ 8,607      $ 16,699   

Forensic and Litigation Consulting

     25,402        11,102   

Economic Consulting

     12,430        24,995   

Technology

     13,066        8,082   

Strategic Communications

     1,005        1,727   
  

 

 

   

 

 

 

Total segment operating income

     60,510        62,605   

Unallocated corporate expenses

     (20,393     (17,276
  

 

 

   

 

 

 

Operating income

     40,117        45,329   
  

 

 

   

 

 

 

Other income (expense)

    

Interest income and other

     1,003        937   

Interest expense

     (12,655     (12,715
  

 

 

   

 

 

 
     (11,652     (11,778
  

 

 

   

 

 

 

Income before income tax provision

     28,465        33,551   

Income tax provision

     10,348        9,871   
  

 

 

   

 

 

 

Net income

   $ 18,117      $ 23,680   
  

 

 

   

 

 

 

Earnings per common share—basic

   $ 0.46      $ 0.60   
  

 

 

   

 

 

 

Earnings per common share—diluted

   $ 0.45      $ 0.58   
  

 

 

   

 

 

 

Reconciliation of Net Income to Adjusted EBITDA:

 

     Three Months Ended
March 31,
 
     2014     2013  
     (in thousands)  

Net income

   $ 18,117      $ 23,680   

Add back:

    

Income tax provision

     10,348        9,871   

Other income (expense), net

     11,652        11,778   

Depreciation and amortization

     8,585        8,006   

Amortization of other intangible assets

     4,616        5,564   

Special charges

     —          427   

Remeasurement of acquisition-related contingent consideration

     (2,122     —     
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 51,196      $ 59,326   
  

 

 

   

 

 

 

 

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

 

    Three Months Ended
March 31,
 
    2014     2013  
    (in thousands, except
per share amounts)
 

Net income

  $ 18,117      $ 23,680   

Add back:

   

Special charges, net of tax effect (1)

    —          253   

Remeasurement of acqusition-related contingent consideration, net of tax effect (2)

    (1,350     —     
 

 

 

   

 

 

 

Adjusted net income

  $ 16,767      $ 23,933   
 

 

 

   

 

 

 

Earnings per common share—diluted

  $ 0.45      $ 0.58   

Add back:

   

Special charges, net of tax effect (1)

    —          0.01   

Remeasurement of acquisition-related contingent consideration, net of tax effect (2)

    (0.04     —     
 

 

 

   

 

 

 

Adjusted earnings per common share—diluted

  $ 0.41      $ 0.59   
 

 

 

   

 

 

 

Weighted average number of common shares outstanding—diluted

        40,457            40,620   
 

 

 

   

 

 

 

 

(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 rate for the adjustments related to special charges for the three months ended March 31, 2013 was 40.7%. The tax expense related to the adjustment for special charges for the three months ended March 31, 2013 was $0.2 million with no impact on diluted earnings per share. In the three months ended March 31, 2014, there were no special charges.

(2) 

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 related to the remeasurement of acquisition-related contingent consideration for the three months ended March 31, 2014 was 36.4%. The tax expense related to the remeasurement of acquisition-related contingent consideration for the three months ended March 31, 2014 was $0.8 million or a $0.02 impact on diluted earnings per share. In the three months ended March 31, 2013 there was no remeasurement of acquisition-related contingent consideration.

Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013

Revenues and operating income

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

Unallocated corporate expenses

Unallocated corporate expenses increased $3.1 million, or 18%, to $20.4 million for the three months ended March 31, 2014 from $17.3 million for the same prior year period. The increase was primarily due to added headcount that occurred during 2013 in our regional centers to support international operations growth and increased third party costs to support certain global corporate initiatives.

Interest expense

Interest expense was $12.7 million for the three months ended March 31, 2014, which was unchanged from $12.7 million for the same prior year period.

 

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Special charges

We did not record any special charges in the three months ended March 31, 2014.

During the three months ended March 31, 2013, we recorded adjustments to the special charges for office spaces vacated prior to the end of the second quarter of 2012 of approximately $0.4 million. These charges reflected the changes to sublease terms and associated costs for those locations for which actual subleases were entered into during the three month ended March 31, 2013.

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 for the three months ended March 31, 2014 was 36.4% as compared to 29.4% for the same prior year period. For the three months ended March 31, 2013, the effective tax rate was favorably impacted by a discrete item for the reversal of the liability for uncertain tax provisions related to an IRS Audit. Excluding the impact of this discrete item, the effective tax rate for the three months ended March 31, 2013 would have been 37.1%.

SEGMENT RESULTS

Total Adjusted Segment EBITDA

The following table reconciles net income to Total Segment Operating Income and Total Adjusted Segment EBITDA for the three months ended March 31, 2014 and 2013.

 

     Three Months Ended
March 31,
 
     2014     2013  
     (in thousands)  

Net income

   $ 18,117      $ 23,680   

Add back:

    

Income tax provision

     10,348        9,871   

Other income (expense), net

     11,652        11,778   

Unallocated corporate expense

     20,393        17,276   
  

 

 

   

 

 

 

Total Segment Operating Income

   $ 60,510      $ 62,605   

Add back:

    

Segment depreciation expense

     7,548        6,876   

Amortization of other intangible assets

     4,616        5,564   

Segment special charges

     —          315   

Remeasurement of acquisition-related contingent consideration

     (2,122     —     
  

 

 

   

 

 

 

Total Adjusted Segment EBITDA

   $ 70,552      $ 75,360   
  

 

 

   

 

 

 

 

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Other Segment Operating Data

 

     Three Months Ended
March 31,
 
     2014     2013  

Number of revenue-generating professionals (at period end):

    

Corporate Finance/Restructuring

     726        683   

Forensic and Litigation Consulting

     1,076        965   

Economic Consulting

     538        476   

Technology

     321        275   

Strategic Communications

     584        619   
  

 

 

   

 

 

 

Total revenue-generating professionals

     3,245        3,018   
  

 

 

   

 

 

 

Utilization rates of billable professionals: (1) (3)

    

Corporate Finance/Restructuring

     70     71

Forensic and Litigation Consulting

     75     66

Economic Consulting

     72     89

Average billable rate per hour:(2) (3)

    

Corporate Finance/Restructuring

   $ 362      $ 409   

Forensic and Litigation Consulting

     317        319   

Economic Consulting

     523        493   

 

(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 (excluding revenues from success fees, pass-through and outside consultants) 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.

 

(3) 

2013 utilization and average bill rate calculations for our Corporate Finance/Restructuring, Forensic and Litigation Consulting and Economic Consulting segments were updated to reflect the realignment of certain practices as well as information related to non-U.S. operations that was not previously available.

 

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CORPORATE FINANCE/RESTRUCTURING

 

     Three Months Ended
March 31,
 
     2014     2013  
     (dollars in thousands,
except rate per hour)
 

Revenues

   $ 93,982      $ 99,080   
  

 

 

   

 

 

 

Operating expenses:

    

Direct cost of revenues

     63,969        62,433   

Selling, general and administrative expenses

     19,786        17,690   

Special charges

     —          68   

Acquisition-related contingent consideration

     (595     639   

Amortization of other intangible assets

     2,215        1,551   
  

 

 

   

 

 

 
     85,375        82,381   
  

 

 

   

 

 

 

Segment operating income

     8,607        16,699   

Add back:

    

Depreciation and amortization of intangible assets

     3,006        2,318   

Special charges

     —          68   

Remeasurement of acquisition-related contingent consideration

     (662     —     
  

 

 

   

 

 

 

Adjusted Segment EBITDA

   $ 10,951      $ 19,085   
  

 

 

   

 

 

 

Gross profit (1)

   $ 30,013      $ 36,647   

Gross profit margin (2)

     31.9     37.0

Adjusted Segment EBITDA as a percent of revenues

     11.7     19.3

Number of revenue generating professionals (at period end)

     726        683   

Utilization rates of billable professionals (3)

     70     71

Average billable rate per hour (3)

   $ 362      $ 409   

 

(1) 

Revenues less direct cost of revenues

 

(2) 

Gross profit as a percent of revenues

 

(3) 

2013 utilization and average bill rate calculations for our Corporate Finance/Restructuring, Forensic and Litigation Consulting and Economic Consulting segments were updated to reflect the realignment of certain practices as well as information related to non-U.S. operations that was not previously available.

Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013

Revenues decreased $5.1 million, or 5.1%, to $94.0 million for the three months ended March 31, 2014 compared to $99.1 million for the same prior year period. Revenues increased $4.4 million, or 4.4%, in 2014 due to acquisitions as compared to the same prior year period. Revenue decreased organically $9.5 million, or 9.6%, primarily due to lower demand in our bankruptcy and restructuring practices in North America, lower average realized bill rates due to mix of services in our telecom, media and technology, EMEA-based restructuring and transaction advisory services practices as well as lower success fees in North America.

Gross profit decreased $6.6 million, or 18.1%, to $30.0 million for the three months ended March 31, 2014 compared to $36.6 million for the same prior year period. Gross profit margin decreased 5.1 percentage points to 31.9% for 2014 compared to 37.0% for 2013 primarily due to lower demand in our bankruptcy and restructuring practices in North America, lower average realized bill rates due to mix of services in our telecom, media and technology, EMEA-based restructuring, and transaction advisory practices, lower margin from our Australia based businesses, coupled with an investment in our EMEA transaction services practice.

 

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SG&A expense increased $2.1 million, or 11.8%, to $19.8 million for the three months ended March 31, 2014 compared to $17.7 million for the same prior year period. SG&A expense was 21.1% of revenue for the three months ended March 31, 2014, up from 17.9% for the same prior year period. The increase in SG&A expense is primarily due to acquired overhead costs.

Amortization of other intangible assets increased to $2.2 million for the three months ended March 31, 2014 compared to $1.6 million for the same prior year period.

Adjusted Segment EBITDA decreased $8.1 million, or 42.6%, to $11.0 million for the three months ended March 31, 2014 compared to $19.1 million for the same prior year period.

FORENSIC AND LITIGATION CONSULTING

 

     Three Months Ended
March 31,
 
     2014     2013  
     (dollars in thousands,
except rate per hour)
 

Revenues

   $ 121,429      $ 100,724   
  

 

 

   

 

 

 
    

Operating expenses:

    

Direct cost of revenues

     73,801        67,974   

Selling, general and administrative expenses

     22,121        20,871   

Special charges

     —          173   

Acquisition-related contingent consideration

     (645     92   

Amortization of other intangible assets

     750        512   
  

 

 

   

 

 

 
     96,027        89,622   
  

 

 

   

 

 

 

Segment operating income

     25,402        11,102   

Add back:

    

Depreciation and amortization of intangible assets

     1,765        1,536   

Special charges

     —          173   

Remeasurement of acquisition-related contingent consideration

     (673     —     
  

 

 

   

 

 

 

Adjusted Segment EBITDA

   $ 26,494      $ 12,811   
  

 

 

   

 

 

 

Gross profit (1)

   $ 47,628      $ 32,750   

Gross profit margin (2)

     39.2     32.5

Adjusted Segment EBITDA as a percent of revenues

     21.8     12.7

Number of revenue generating professionals (at period end)

     1,076        965   

Utilization rates of billable professionals (3)

     75     66

Average billable rate per hour (3)

   $ 317      $ 319   

 

 

(1) 

Revenues less direct cost of revenues

 

(2) 

Gross profit as a percent of revenues

 

(3) 

2013 utilization and average bill rate calculations for our Corporate Finance/Restructuring, Forensic and Litigation Consulting and Economic Consulting segments were updated to reflect the realignment of certain practices as well as information related to non-U.S. operations that was not previously available.

Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013

Revenues increased $20.7 million, or 20.6%, to $121.4 million for the three months ended March 31, 2014 from $100.7 million for the same prior year period. Revenues increased $3.0 million, or 2.9%, due to

 

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acquisitions as compared to the same prior year period. Revenues increased organically $17.8 million, or 17.6%, due to higher demand in our global data analytics, health solutions, disputes and insurance practices in the North America region, and our forensic accounting and global risk and investigations practices in the Asia Pacific region, partially offset by lower success fees in our health solutions practice.

Gross profit increased $14.9 million, or 45.4%, to $47.6 million for the three months ended March 31, 2014 from $32.8 million for the same prior year period. Gross profit margin increased 6.7 percentage points to 39.2% for the three months ended March 31, 2014 from 32.5% for the same prior year period. The increase in gross profit is related to higher utilization and improved leverage in our global data analytics, disputes and insurance practices in the North America region, and forensic accounting and global risk and investigations practices in the Asia Pacific region.

SG&A expense increased $1.3 million, or 6.0%, to $22.1 million for the three months ended March 31, 2014 from $20.9 million for the same prior year period. SG&A expense was 18.2% of revenue for the three months ended March 31, 2014, down from 20.7% for the same prior year period. The increase in SG&A expense was due to higher equity compensation expense in our health solutions practice, acquired overhead and increased corporate overhead allocations, partially offset by lower bad debt expense.

Amortization of other intangible assets increased $0.2 million to $0.8 million for the three months ended March 31, 2014 compared to $0.5 million for the same prior year period.

Adjusted Segment EBITDA increased by $13.7 million, or 106.8%, to $26.5 million for the three months ended March 31, 2014 from $12.8 million for the same prior year period.

ECONOMIC CONSULTING

 

     Three Months Ended  
     March 31,  
     2014     2013  
     (dollars in thousands,
except rate per hour)
 

Revenues

   $ 106,851      $ 115,194   
  

 

 

   

 

 

 

Operating expenses:

    

Direct cost of revenues

     77,970        75,951   

Selling, general and administrative expenses

     16,880        13,854   

Special charges

     —          (4

Acquisition-related contingent consideration

     (735     —     

Amortization of other intangible assets

     306        398   
  

 

 

   

 

 

 
     94,421        90,199   
  

 

 

   

 

 

 

Segment operating income

     12,430        24,995   

Add back:

    

Depreciation and amortization of intangible assets

     1,387        1,203   

Special charges

     —          (4

Remeasurement of acquisition-related contingent consideration

     (787     —     
  

 

 

   

 

 

 

Adjusted Segment EBITDA

   $ 13,030      $ 26,194   
  

 

 

   

 

 

 

Gross profit (1)

   $ 28,881      $ 39,243   

Gross profit margin (2)

     27.0     34.1

Adjusted Segment EBITDA as a percent of revenues

     12.2     22.7

Number of revenue generating professionals (at period end)

     538        476   

Utilization rates of billable professionals (3)

     72     89

Average billable rate per hour (3)

   $ 523      $ 493   

 

(1) 

Revenues less direct cost of revenues

 

(2) 

Gross profit as a percent of revenues

 

(3) 

2013 utilization and average bill rate calculations for our Corporate Finance/Restructuring, Forensic and Litigation Consulting and Economic Consulting segments were updated to reflect the realignment of certain practices as well as information related to non-U.S. operations that was not previously available.

 

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Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013

Revenues decreased $8.3 million, or 7.2%, to $106.9 million for the three months ended March 31, 2014 compared to $115.2 million for the same prior year period. Revenues increased $1.7 million, or 1.5 percent, due to acquisitions as compared to the same prior year period. Revenues declined organically $10.1 million, or 8.8%, primarily due to decreased demand in our financial economics practice in the North America region as well as lower demand and realization in our international arbitration, regulatory and valuation practice in the EMEA region, partially offset by higher demand in our antitrust practice in the EMEA region.

Gross profit decreased $10.4 million, or 26.4%, to $28.9 million for the three months ended March 31, 2014 compared to $39.2 million for the same prior year period. Gross profit margin decreased 7.1 percentage points to 27.0% for the three months ended March 31, 2014 from 34.1% for the same prior year period. The decrease in gross profit margin was the result of lower utilization in the financial economics practice in the North America region, employment contract extensions of key senior client-service professionals, and lower utilization and realization in the international arbitration, regulatory and valuation practice in the EMEA region, partially offset by higher utilization in our antitrust practice in the EMEA region.

SG&A expense increased $3.0 million, or 21.8%, to $16.9 million for the three months ended March 31, 2014 compared to $13.9 million for the same prior year period. SG&A expense was 15.8% of revenues for the three months ended March 31, 2014 compared to 12.0% for the same prior year period. The increase in SG&A expense was due to higher facilities, bad debt, marketing, corporate overhead allocations and depreciation expenses. Bad debt expense was $2.5 million or 2.4 percent of revenues for the three months ended March 31, 2014 compared to $2.0 million or 1.7 percent of revenues for the same prior year period.

Amortization of other intangible assets decreased to $0.3 million for the three months ended March 31, 2014, compared to $0.4 million for the same prior year period.

Adjusted Segment EBITDA decreased $13.2 million, or 50.3%, to $13.0 million for the three months ended March 31, 2014, compared to $26.2 million for the same prior year period.

 

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TECHNOLOGY

 

     Three Months Ended  
     March 31,  
     2014     2013  
     (dollars in thousands)  

Revenues

   $ 60,063      $ 46,704   
  

 

 

   

 

 

 

Operating expenses:

    

Direct cost of revenues

     30,700        21,861   

Selling, general and administrative expenses

     16,079        14,762   

Special charges

     —          14   

Amortization of other intangible assets

     218        1,985   
  

 

 

   

 

 

 
     46,997        38,622   
  

 

 

   

 

 

 

Segment operating income

     13,066        8,082   

Add back:

    

Depreciation and amortization of intangible assets

     4,282        5,620   

Special charges

     —          14   
  

 

 

   

 

 

 

Adjusted Segment EBITDA

   $ 17,348      $ 13,716   
  

 

 

   

 

 

 

Gross profit (1)

   $ 29,363      $ 24,843   

Gross profit margin (2)

     48.9     53.2

Adjusted Segment EBITDA as a percent of revenues

     28.9     29.4

Number of revenue generating professionals (at period end) (3)

     321        275   

 

(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 March 31, 2014 Compared to Three Months Ended March 31, 2013

Revenues increased $13.4 million, or 28.6%, to $60.1 million for the three months ended March 31, 2014 from $46.7 million for the same prior year period. Revenue increased due to higher volume for services, partially offset by lower pricing of services. The revenue increase is largely attributable to FCPA and financial services industry investigations as well as merger and acquisition related second request services.

Gross profit increased by $4.5 million, or 18.2%, to $29.4 million for the three months ended March 31, 2014 from $24.8 million for the same prior year period. Gross profit margin decreased 4.3 percentage points to 48.9% for 2014 from 53.2% for 2013 due to an increase in lower margin services.

SG&A expense increased by $1.3 million, or 8.9%, to $16.1 million for the three months ended March 31, 2014 from $14.8 million for the same prior year period. SG&A expense was 26.8% of revenue for the three months ended March 31, 2014, down from 31.6% for the same prior year period. The increase in SG&A expense was primarily due to higher personnel expense to support business development initiatives and increased facilities expense. Bad debt expense remained flat at $0.4 million for the three months ended March 31, 2014 compared to the same prior year period. Research and development expense was $4.5 million for the three months ended March 31, 2014 compared to $4.0 million for the same prior year period.

Amortization of other intangible assets decreased by $1.8 million to $0.2 million for the three months ended March 31, 2014 compared to the same prior year period. The decrease is due to the impact of certain acquisition costs fully amortized at the end of 2013.

 

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Adjusted Segment EBITDA increased $3.6 million, or 26.5%, to $17.3 million for the three months ended March 31, 2014 from $13.7 million for the same prior year period.

STRATEGIC COMMUNICATIONS

 

     Three Months Ended  
     March 31,  
     2014     2013  
     (dollars in thousands)  

Revenues

   $ 43,227      $ 45,476   
  

 

 

   

 

 

 

Operating expenses:

    

Direct cost of revenues

     27,835        30,261   

Selling, general and administrative expenses

     13,128        12,306   

Special charges

     —          64   

Acquisition-related contingent consideration

     132        —     

Amortization of other intangible assets

     1,127        1,118   
  

 

 

   

 

 

 
     42,222        43,749   
  

 

 

   

 

 

 

Segment operating income (loss)

     1,005        1,727   

Add back:

    

Depreciation and amortization of intangible assets

     1,724        1,763   

Special charges

     —          64   
  

 

 

   

 

 

 

Adjusted Segment EBITDA

   $ 2,729      $ 3,554   
  

 

 

   

 

 

 

Gross profit (1)

   $ 15,392      $ 15,215   

Gross profit margin (2)

     35.6     33.5

Adjusted Segment EBITDA as a percent of revenues

     6.3     7.8

Number of revenue generating professionals (at period end)

     584        619   

 

(1) 

Revenues less direct cost of revenues

 

(2) 

Gross profit as a percent of revenues

Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013

Revenues decreased $2.2 million, or 4.9%, to $43.2 million for the three months ended March 31, 2014 from $45.5 million for the same prior year period, which included a 1.1 percent increase from the estimated positive impact of foreign currency translation, which was primarily due to the strengthening of British pound relative to the U.S. dollar. Revenues increased $1.8 million, or 3.9%, from an acquisition as compared to the same prior year period. Revenue decreased organically $4.0 million, or 8.9%, due to lower pass-through revenues in the North America and EMEA regions as well as lower retained income from the North America region, partially offset by higher retained income in EMEA.

Gross profit increased $0.2 million, or 1.2%, to $15.4 million for the three months ended March 31, 2014 from $15.2 million for the same prior year period. Gross profit margin increased 2.1 percentage points to 35.6% for the three months ended March 31, 2014 from 33.5% for the same prior year period. The increase in gross profit margin was primarily due to the decline in low-margin pass through income in the North America and EMEA regions relative to the same prior year period.

SG&A expense increased $0.8 million, or 6.7%, to $13.1 million for the three months ended March 31, 2014 from $12.3 million for the same prior year period. SG&A expense was 30.4% of revenue for the three months ended March 31, 2014, up from 27.1% of revenue for the same prior year period. The increase in SG&A expense was primarily related to higher facilities expenses related to the transition to our new London office and acquired overhead expenses.

 

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Amortization of other intangible assets was $1.1 million for the three months ended March 31, 2014 in line with the corresponding charge for the same prior year period.

Adjusted Segment EBITDA decreased $0.8 million, or 23.2%, to $2.7 million for the three months ended March 31, 2014 from $3.6 million for the same prior year period.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which we have prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Note 1 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2013 describes the significant accounting policies and methods used in preparation of the Consolidated Financial Statements. We evaluate our estimates, including those related to bad debts, goodwill, income taxes and contingencies on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:

 

   

Revenue recognition

 

   

Allowance for doubtful accounts and unbilled services

 

   

Goodwill and other intangible assets

 

   

Business combinations

 

   

Share-based compensation

 

   

Income taxes

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, 2013 filed with the SEC on February 24, 2014.

Goodwill and Other Intangible Assets

On a quarterly basis, we monitor the key drivers of fair value to detect events or other changes that would warrant an interim impairment test of our goodwill and intangible assets. Factors we consider important which could trigger an interim impairment review include, but are not limited to the following: significant underperformance relative to historical or projected future operating results; a significant change in the manner of our use of the acquired asset or strategy for our overall business; a significant negative industry or economic trend; and our market capitalization relative to net book value. Through our assessment, we determined that there were no events or circumstances that more likely than not would reduce the fair value of any of our reporting units below their carrying value. Accordingly, we did not perform an interim impairment test for the three-months ended March 31, 2014.

There can be no assurance that the estimates and assumptions used in our goodwill impairment testing will prove to be accurate predictions of the future. If our assumptions regarding forecasted cash flows are not achieved, we may be required to perform the two-step quantitative goodwill impairment analysis prior to our

 

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next annual impairment test. In addition, if the aforementioned factors have the effect of changing one of the critical assumptions or estimates we use to calculate the value of our goodwill or intangible assets, we may be required to record goodwill and/or intangible asset impairment charges in future periods, whether in connection with our next annual impairment test or if a triggering event occurs outside of the quarter during which the annual goodwill impairment test is performed. It is not possible at this time to determine if any future impairment charge would result or, if it does, whether such charge would be material.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

 

     Three Months Ended  
     March 31,  
     2014     2013  
     (dollars in thousands)  

Net cash used in operating activities

   $ (110,795   $ (2,304

Net cash used in investing activities

   $ (30,800   $ (21,987

Net cash provided by (used in) financing activities

   $ 13,042      $ (30,193

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

DSO is a performance measure used to assess how quickly revenues are collected by the Company. We calculate DSO at the end of each reporting period by dividing net accounts receivable reduced by billings in excess of services provided, by revenue for the quarter, adjusted for changes in foreign exchange rates. We multiply the result by the number of days in the quarter. Our DSO typically reaches its lowest point at December 31 each year and has consistently increased during the following quarter.

Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013

Cash used in operating activities increased $108.5 million to $110.8 million for the three months ended March 31, 2014 compared to $2.3 million for the same prior year period primarily as a result of higher bonus payments and an increase in the funding of employee notes in 2014. Cash collections were flat compared to the same prior year period, despite higher revenues in the three months ended March 31, 2014 primarily due to the timing of revenues in the current quarter with most of the year-over-year revenue growth occurring at the end of the quarter, which is reflected in the increase in accounts receivable. DSO was 106 days at March 31, 2014 and 96 days at March 31, 2013. DSO for the three months ended March 31, 2014 was impacted by the increase in accounts receivable discussed above, as well as, the cycle time of billings and collections on several large engagements, which are subject to certain milestones for billing and collections.

Net cash used in investing activities for the three months ended March 31, 2014 was $30.8 million compared to $22.0 million for the same prior year period. Payments for acquisitions completed during the three months ended March 31, 2014 were $1.0 million, net of cash received, compared to $8.1 million for the same prior year period. Payments of acquisition-related contingent consideration were $14.6 million for the three months ended March 31, 2014 as compared to payments of acquisition-related contingent consideration and stock price guarantees of $5.8 million and $0.8 million, respectively, for the same prior year period. Capital expenditures were $15.2 million for the three months ended March 31, 2014 as compared to $7.3 million for the same prior year period.

 

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Net cash provided by financing activities for the three months ended March 31, 2014 was $13.0 million as compared to net cash used in financing activities of $30.2 million for the same prior year period. Our financing activities for the three months ended March 31, 2014 included short-term net borrowings of $20.0 million on our revolving line of credit under our senior secured bank credit facility and payments of $4.4 million to settle repurchases of the Company’s common stock that were made, but not settled in the fourth quarter of 2013. Our financing activities for the three months ended March 31, 2013 included the purchase and retirement of 826,800 shares of our common stock, at an aggregate cost of $28.8 million.

Capital Resources

As of March 31, 2014, our capital resources included $77.0 million of cash and cash equivalents and available borrowing capacity of $328.6 million under our $350.0 million revolving line of credit under our senior secured bank credit facility (“bank credit facility”). As of March 31, 2014, we had $20.0 million outstanding 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

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;

 

   

discretionary funding of our 2012 Repurchase Program;

 

   

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.

For the full fiscal year 2014, we anticipate aggregate capital expenditures will range between $40 million and $44 million to support our organization, including direct support for specific client engagements and funding for leasehold improvements related to a regional office consolidation of which we currently anticipate capital expenditures will range between $27 million and $31 million for the remainder of the year. 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 acquisitions, 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

 

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stock agreements contain common stock price guarantees that may result in cash payments in the future if our closing per share price falls below a specified per share price on the date the stock restrictions lapse. As of March 31, 2014, we had no accrued contingent consideration liabilities for business combinations consummated prior to January 1, 2009 and no remaining restricted stock agreements with common stock price guarantees.

For business combinations consummated on or after January 1, 2009, contingent consideration obligations are recorded as liabilities on our Condensed Consolidated Balance Sheets and remeasured to fair value at each subsequent reporting date with an offset to current period earnings. The fair value of future expected contingent purchase price obligations for these business combinations are $6.9 million at March 31, 2014 with payment dates extending through 2018.

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 for at least the next twelve months.

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 significant changes in the number 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” in this Quarterly Report on Form 10-Q and “Risk Factors” included in Part I – Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013.

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, 2013.

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,

 

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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 estimates, 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, 2013. 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 or forming 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 identify suitable acquisition candidates, negotiate favorable terms, take advantage of opportunistic acquisition situations 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 key personnel, including senior managers and practice and regional leaders who have highly specialized skills and experience;

 

   

our ability to protect the confidentiality of internal and client data and proprietary and confidential 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 for clients and key personnel;

 

   

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;

 

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our ability to manage growth;

 

   

risk of non-payment of receivables;

 

   

the amount and terms of our outstanding indebtedness;

 

   

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 our 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, 2013. There have been no significant changes in our market risk exposure during the period covered by this Quarterly Report on Form 10-Q.

 

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 March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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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, 2013 filed with the Securities and Exchange Commission (“SEC”) on February 24, 2014. 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 first quarter ended March 31, 2014 (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)
 

January 1 through January 31, 2014

     45 (1)    $ 41.26         —         $ 128,838   

February 1 through February 28, 2014

     2 (2)    $ 29.68         —         $ 128,838   

March 1 through March 31, 2014

     87 (3)    $ 30.52         —         $ 128,838   
  

 

 

      

 

 

    

Total

     134           —        
  

 

 

      

 

 

    

 

(1) 

Represents 45,106 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock.

 

(2) 

Represents 1,815 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock.

 

(3) 

Represents 86,568 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock.

 

(4) 

In June 2012, our Board of Directors authorized a two-year stock repurchase program of up to $250.0 million (the “2012 Repurchase Program”). At March 31, 2014, a balance of approximately $128.8 million remained available under the 2012 Repurchase Program.

 

Item 3. Defaults Upon Senior Securities.

None

 

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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.)
3.4    Amendment No. 1 to Bylaws of FTI Consulting, Inc. (Filed with the Securities and Exchange Commission on December 16, 2013 as an exhibit to FTI Consulting, Inc.’s Current Report on Form 8-K dated December 13, 2013 and incorporated herein by reference.)
10.1*    Retention Bonus Letter Agreement dated January 15, 2014 by and between FTI Consulting, Inc. and David G. Bannister (Filed with the Securities and Exchange Commission on February 20, 2014 as an exhibit to FTI Consulting, Inc.’s Current Report on Form 8-K dated February 18, 2014 and incorporated herein by reference.)
10.2*    Retention Bonus Letter Agreement dated January 15, 2014 by and between FTI Consulting, Inc. and Roger C. Carlile (Filed with the Securities and Exchange Commission on February 20, 2014 as an exhibit to FTI Consulting, Inc.’s Current Report on Form 8-K dated February 18, 2014 and incorporated herein by reference.)
10.3*    Retention Bonus Letter Agreement dated January 15, 2014 by and between FTI Consulting, Inc. and Eric B. Miller (Filed with the Securities and Exchange Commission on February 20, 2014 as an exhibit to FTI Consulting, Inc.’s Current Report on Form 8-K dated February 18, 2014 and incorporated herein by reference.)
10.4*    Form of Cash-Based Stock Appreciation Right Award Agreement (Filed with the Securities and Exchange Commission on March 27, 2014 as an exhibit to FTI Consulting, Inc.’s Current Report on Form 8-K dated March 26, 2014 and incorporated herein by reference.)
10.5*    Form of Cash Unit Award Agreement (Filed with the Securities and Exchange Commission on March 27, 2014 as an exhibit to FTI Consulting, Inc.’s Current Report on Form 8-K dated March 26, 2014 and incorporated herein by reference.)
10.6*    Form of Cash-Based Performance Award Agreement (Filed with the Securities and Exchange Commission on March 27, 2014 as an exhibit to FTI Consulting, Inc.’s Current Report on Form 8-K dated March 26, 2014 and incorporated herein by reference.)

 

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Exhibit

Number

 

Exhibit Description

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).
99.1†   Insider Trading Policy, Amended and Restated Effective February 19, 2014
99.2†   Anti-Corruption Policy, Amended and Restated Effective February 19, 2014
101**   The following financial information from the Quarterly Report on Form 10-Q of FTI Consulting, Inc. for the quarter ended March 31, 2014, furnished electronically herewith, and formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Comprehensive Income; (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.

 

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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: May 1, 2014

 

FTI CONSULTING, INC.
By   /s/ Catherine M. Freeman
  Catherine M. Freeman
 

Senior Vice President, Controller and

Chief Accounting Officer

  (principal accounting officer)

 

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