FTI CONSULTING, INC. (NYSE:FCN) Files An 8-K Results of Operations and Financial Condition
ITEM2.02.
|
Results of Operations and Financial Condition |
FTI Consulting, Inc. (FTI Consulting) uses a presentation from
time to time in its discussions with investors (the
Presentation). The Presentation includes FTI Consultings past and
present financial results, operating data and other information.
A copy of the Presentation is furnished as Exhibit 99.1 and has
been posted to the FTI Consulting website at
www.fticonsulting.com.
| ITEM7.01. | Regulation FD Disclosure |
In the Presentation, FTI Consulting uses information derived from
consolidated and segment financial information that may not be
presented in its financial statements or prepared in accordance
with U.S. generally accepted accounting principles (GAAP).
Certain of these measures are not presented in accordance with
GAAP (Non-GAAP) under the rules promulgated by the Securities and
Exchange Commission. Specifically, FTI Consulting has referred to
the following non-GAAP measures:
| Total Segment Operating Income |
| Adjusted EBITDA |
| Total Adjusted Segment EBITDA |
| Adjusted EBITDA Margin |
| Adjusted Net Income (Loss) |
| Adjusted Earnings per Diluted Share |
| Free Cash Flow |
FTI Consulting has included the definitions of Segment Operating
Income (Loss) and Adjusted Segment EBITDA, which are financial
measures presented in accordance with GAAP, in order to more
fully define the components of certain financial measures not
presented in accordance with GAAP (Non-GAAP). FTI Consulting
evaluates the performance of its operating segments based on
Adjusted Segment EBITDA, and Segment Operating Income (Loss) is a
component of the definition of Adjusted Segment EBITDA. FTI
Consulting defines Segment Operating Income (Loss) as a segments
share of consolidated operating income (loss). FTI Consulting
defines Total Segment Operating Income (Loss), which is a
Non-GAAP financial
measure, as the total of Segment Operating Income (Loss) for all
segments, which excludes unallocated corporate expenses. FTI
Consulting uses Segment Operating Income (Loss) for the purpose
of calculating Adjusted Segment EBITDA. FTI Consulting defines
Adjusted Segment EBITDA as a segments share of consolidated
operating income (loss) before depreciation, amortization of
intangible assets, remeasurement of acquisition-related
contingent consideration, special charges and goodwill impairment
charges. FTI Consulting uses Adjusted Segment EBITDA as a basis
to internally evaluate the financial performance of its segments
because FTI Consulting believes it reflects current core
operating performance and provides an indicator of the segments
ability to generate cash. FTI Consulting defines Adjusted Segment
EBITDA Margin as Adjusted Segment EBITDA as a percentage of a
segments revenues.
2
FTI Consulting defines Total
Adjusted Segment EBITDA, which is a Non-GAAP financial measure, as
the total of Adjusted Segment EBITDA for all segments, which
excludes unallocated corporate expenses. FTI Consulting defines
Adjusted EBITDA, which is a Non-GAAP financial measure, as
consolidated net income before income tax provision, other
non-operating income (expense), depreciation, amortization of
intangible assets, remeasurement of acquisition-related
contingent consideration, special charges, goodwill impairment
charges and losses on early extinguishment of debt. FTI
Consulting believes that the Non-GAAP financial measures, which
exclude the effects of remeasurement of acquisition-related
contingent consideration, special charges and goodwill impairment
charges, when considered together with its GAAP financial results
and GAAP financial measures, provide management and investors
with a more complete understanding of FTI Consultings operating
results, including underlying trends. In addition, EBITDA is a
common alternative measure of operating performance used by many
of FTI Consultings competitors. It is used by investors,
financial analysts, rating agencies and others to value and
compare the financial performance of companies in FTI Consultings
industry. Therefore, FTI Consulting also believes that these
measures, considered along with corresponding GAAP measures,
provide management and investors with additional information for
comparison of its operating results with the operating results of
other companies.
FTI Consulting defines
Adjusted Net Income and Adjusted Earnings per Diluted Share
(Adjusted EPS), which are Non-GAAP financial measures, as net
income and earnings per diluted share, respectively, excluding
the impact of remeasurement of acquisition-related contingent
consideration, special charges, goodwill impairment charges and
losses on early extinguishment of debt. FTI Consulting uses
Adjusted Net Income for the purpose of calculating Adjusted EPS.
Management of FTI Consulting uses Adjusted EPS to assess total
company operating performance on a consistent basis. FTI
Consulting believes that this Non-GAAP financial measure, which
excludes the effects of the remeasurement of acquisition-related
contingent consideration, special charges, goodwill impairment
charges and losses on early extinguishment of debt, when
considered together with its GAAP financial results, provides
management and investors with an additional understanding of its
business operating results, including underlying
trends.
FTI Consulting defines Free
Cash Flow as net cash provided by operating activities less cash
payments for purchases of property and equipment. FTI Consulting
believes this non-GAAP financial measure, when considered
together with its GAAP financial results, provides management and
investors with an additional understanding of FTI Consultings
ability to generate cash for ongoing business operations and
other capital deployment.
Non-GAAP financial measures
are not defined in the same manner by all companies and may not
be comparable with other similarly titled measures of other
companies. Non-GAAP financial measures should be considered in
addition to, but not as a substitute for or superior to, the
information contained in FTI Consultings Condensed Consolidated
Statements of Comprehensive Income. Reconciliations of GAAP to
Non-GAAP financial measures to the most directly comparable GAAP
financial measures are included in the
Presentation.
3
The Presentation may contain
forward-looking statements within the meaning of the federal
securities laws. These forward-looking statements are necessarily
based on certain assumptions as of the date such forward-looking
statements were made and are subject to significant risks and
uncertainties. FTI Consulting does not undertake any
responsibility for the adequacy, accuracy or completeness or to
update any of these statements in the future. Actual future
performance and results could differ from that contained in or
suggested by the forward-looking
statements.
The information included
herein, including Exhibit 99.1 furnished herewith, shall not be
deemed to be filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that section, nor shall it be
incorporated by reference into any filing to the Securities Act
of 1933, as amended, or the Exchange Act, regardless of any
incorporation by reference language in any such filing, except as
expressly set forth by specific reference in such
filing.
4
| ITEM9.01. | Financial Statements and Exhibits |
(d)
Exhibits
| 99.1 | May 2017 Presentation of FTI Consulting, Inc. |
5
About FTI CONSULTING, INC. (NYSE:FCN)
FTI Consulting, Inc. (FTI Consulting) is a business advisory firm. The Company operates through five segments: Corporate Finance & Restructuring, Forensic and Litigation Consulting, Economic Consulting, Technology and Strategic Communications. Its Corporate Finance & Restructuring segment focuses on strategic, operational, financial and capital needs of businesses around the world. Its Forensic and Litigation Consulting segment provides law firms, companies, government clients and other interested parties with dispute advisory, investigations, data analytics and risk mitigation services, as well as interim management and performance improvement services for its health solutions practice clients. Its 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. FTI CONSULTING, INC. (NYSE:FCN) Recent Trading Information
FTI CONSULTING, INC. (NYSE:FCN) closed its last trading session down -0.28 at 34.89 with 854,595 shares trading hands.
