UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 2.02. | Results of Operations and Financial Condition |
On February 20, 2025, FTI Consulting, Inc. (“FTI Consulting” or the “Company”) issued a press release announcing financial results for the three months and full year ended December 31, 2024 and providing guidance for the full year ending December 31, 2025. A copy of the press release (including accompanying financial tables) (the “Press Release”) is attached as Exhibit 99.1 to this Current Report on Form 8-K and hereby is incorporated by reference herein.
| ITEM 2.05. | Costs Associated with Exit or Disposal Activities |
During the fourth quarter ended December 31, 2024, the Company continued to evaluate components of its workforce, to better align our investment with external market demands. Beginning in October 2024 and continuing into the first quarter of 2025, this evaluation resulted in the Company terminating approximately 4% of the Company’s more than 8,300 employees. All affected employees will be released subject to defined notice periods.
The Company estimates that the termination costs associated with these personnel reductions will be approximately $25 million for the fourth quarter of 2024 and first quarter of 2025 combined. The Company expects a pre-tax income charge of approximately $17 million will be recorded in the first quarter of 2025, all of which is estimated to be cash, with the remaining amount already recognized as a special charge in the fourth quarter of 2024.
| ITEM 7.01. | Regulation FD Disclosure |
In the Press Release, FTI Consulting uses information derived from consolidated and segment financial information that may not be presented in its financial statements or prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Certain of these measures are considered “non-GAAP financial measures” under rules promulgated by the Securities and Exchange Commission. Specifically, the Company may have referred to the following non-GAAP financial measures:
| • | Total Segment Operating Income |
| • | Adjusted Segment EBITDA |
| • | Total Adjusted Segment EBITDA |
| • | Adjusted EBITDA |
| • | Adjusted EBITDA Margin |
| • | Adjusted Net Income |
| • | Adjusted Earnings per Diluted Share |
| • | Free Cash Flow |
FTI Consulting has included the definition of Segment Operating Income, which is a GAAP financial measure, below in order to more fully define the components of certain non-GAAP financial measures in the accompanying analysis of financial information.
FTI Consulting defines Segment Operating Income as a segment’s share of consolidated operating income. FTI Consulting defines Total Segment Operating Income, which is a non-GAAP financial measure, as the total of Segment Operating Income for all segments, which excludes unallocated corporate expenses. The Company uses Segment Operating Income for the purpose of calculating Adjusted Segment EBITDA, which is a non-GAAP financial measure. FTI Consulting defines Adjusted Segment EBITDA as a segment’s share of consolidated operating income before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. The Company uses Adjusted Segment EBITDA as a basis to internally evaluate the financial performance of its segments because the Company believes it reflects core operating performance and provides an indicator of the segment’s ability to generate cash. FTI Consulting defines Total Adjusted Segment EBITDA, which is a non-GAAP financial measure, as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses.
FTI Consulting defines Adjusted EBITDA, which is a non-GAAP financial measure, as consolidated net income before income tax provision, other non-operating income (expense), depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, gain or loss on sale of a business and losses on early extinguishment of debt. FTI Consulting defines Adjusted EBITDA Margin, which is a non-GAAP financial measure, as Adjusted EBITDA as a percentage of total revenues. The Company believes that these non-GAAP financial measures, when considered together with its GAAP financial results and GAAP financial measures, provide management and investors with a more complete understanding of FTI Consulting’s operating results, including underlying trends. In addition, EBITDA is a common alternative measure of operating performance used by many of FTI Consulting’s competitors. It is used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in FTI Consulting’s industry. Therefore, the Company also believes that these non-GAAP financial measures, considered along with corresponding GAAP financial measures, provide management and investors with useful supplemental information.
FTI Consulting defines Adjusted Net Income and Adjusted Earnings per Diluted Share (“Adjusted EPS”), which are non-GAAP financial
1
measures, as net income and earnings per diluted share (“EPS”), respectively, excluding the impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, the gain or loss on sale of a business and losses on early extinguishment of debt. The Company uses Adjusted Net Income for the purpose of calculating Adjusted EPS. Management uses Adjusted EPS to assess total Company operating performance on a consistent basis. The Company believes that these non-GAAP financial measures, when considered together with its GAAP financial results and GAAP financial measures, provide management and investors with useful supplemental information on its business operating results, including underlying trends.
FTI Consulting defines Free Cash Flow, which is a non-GAAP financial measure, as net cash provided by operating activities less cash payments for purchases of property and equipment. The Company believes this non-GAAP financial measure, when considered together with its GAAP financial results, provides management and investors with useful supplemental information on the Company’s ability to generate cash for ongoing business operations and capital deployment.
Non-GAAP financial measures are not defined in the same manner by all companies and may not be comparable with other similarly titled measures of other companies. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, the information contained in FTI Consulting’s Consolidated Statements of Comprehensive Income and Consolidated Statements of Cash Flows. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the accompanying tables to the Press Release.
The information included herein, including Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such filing.
| ITEM 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release dated February 20, 2025 of FTI Consulting, Inc. | |
| 104 | The Cover Page from FTI Consulting’s Current Report on Form 8-K dated February 20, 2025, formatted in Inline XBRL. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FTI CONSULTING, INC. | ||||||
| Dated: February 21, 2025 | ||||||
| By: | /s/ CURTIS P. LU | |||||
| Name: | Curtis P. Lu | |||||
| Title: | General Counsel | |||||
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Exhibit 99.1
FTI Consulting, Inc.
555 12th Street NW
Washington, DC 20004
+1.202.312.9100
Investor & Media Contact:
Mollie Hawkes
+1.617.747.1791
FTI Consulting Reports Fourth Quarter and Full Year 2024 Financial Results
| • | Fourth Quarter 2024 Revenues of $894.9 Million, Down 3% Compared to $924.7 Million in Prior Year Quarter |
| • | Fourth Quarter 2024 EPS of $1.38 and Adjusted EPS of $1.56, Compared to EPS and Adjusted EPS of $2.28 in Prior Year Quarter |
| • | Record Full Year 2024 Revenues of $3.699 Billion, Up 6% Compared to $3.489 Billion in Prior Year |
| • | Record Full Year 2024 EPS of $7.81 and Adjusted EPS of $7.99, Compared to EPS and Adjusted EPS of $7.71 in Prior Year |
| • | Introduces 2025 Guidance |
Washington, D.C., February 20, 2025 — FTI Consulting, Inc. (NYSE: FCN) today released financial results for the full year and fourth quarter ended December 31, 2024.
For the full year 2024, revenues of $3.699 billion increased $209.4 million, or 6.0%, compared to revenues of $3.489 billion in the prior year. The increase in revenues was driven by revenue growth in all business segments. Net income of $280.1 million compared to $274.9 million in the prior year. The increase in net income was primarily due to higher revenues, lower income taxes and a foreign currency (“FX”) remeasurement gain compared to an FX remeasurement loss in the prior year, which was partially offset by an increase in direct compensation and selling, general and administrative (“SG&A”) expenses compared to the prior year. Adjusted EBITDA of $403.7 million, or 10.9% of revenues, compared to $424.8 million, or 12.2% of revenues, in the prior year.
Full year 2024 earnings per diluted share (“EPS”) of $7.81 compared to $7.71 in the prior year. Full year 2024 EPS included an $8.2 million special charge related to severance and other employee-related costs, which reduced EPS by $0.18. Full year 2024 Adjusted EPS of $7.99 compared to Adjusted EPS of $7.71 in the prior year.
Steven H. Gunby, President and Chief Executive Officer of FTI Consulting, commented, “Though a number of headwinds that we saw towards the end of 2024 resulted in second half performance that was below our expectations, we are pleased that, in aggregate, 2024 was yet another year of record revenues and earnings per share. Notwithstanding those headwinds, many of which we expect to persist into 2025, we continue to feel confident in the powerful multiyear growth trajectory that we are on.”
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Cash Position and Capital Allocation
Net cash provided by operating activities of $395.1 million for the year ended December 31, 2024 compared to $224.5 million for the year ended December 31, 2023. The year-over-year increase in net cash provided by operating activities was primarily due to an increase in cash collections, which was partially offset by an increase in compensation payments, forgivable loan issuances, operating expenses and income tax payments.
Cash and cash equivalents and short-term investments of $660.5 million at December 31, 2024 compared to $328.7 million at December 31, 2023 and $386.3 million at September 30, 2024. There was no debt outstanding at December 31, 2024 or in either of the comparative periods.
During the quarter ended December 31, 2024, the Company repurchased 51,717 shares of its common stock at an average price per share of $197.53 for a total cost of $10.2 million. As of December 31, 2024, approximately $450.4 million remained available for common stock repurchases under the Company’s stock repurchase program.
Fourth Quarter 2024 Results
Fourth quarter 2024 revenues of $894.9 million decreased $29.8 million, or 3.2%, compared to revenues of $924.7 million in the prior year quarter. The decrease in revenues was primarily due to lower demand in the Corporate Finance & Restructuring and Technology segments, which was partially offset by higher demand in the Forensic and Litigation Consulting segment. Net income of $49.7 million compared to $81.6 million in the prior year quarter. The decrease in net income was primarily due to lower revenues, an increase in direct compensation and SG&A expenses, and the aforementioned special charge of $8.2 million, which was partially offset by lower income taxes and an FX remeasurement gain compared to an FX remeasurement loss in the prior year quarter. Adjusted EBITDA of $73.7 million, or 8.2% of revenues, compared to $127.4 million, or 13.8% of revenues, in the prior year quarter.
Fourth quarter 2024 EPS of $1.38 compared to $2.28 in the prior year quarter. Fourth quarter 2024 EPS included the $8.2 million special charge, which reduced EPS by $0.18. Fourth quarter 2024 Adjusted EPS of $1.56 compared to $2.28 in the prior year quarter.
Fourth Quarter 2024 Segment Results
Corporate Finance & Restructuring
Revenues in the Corporate Finance & Restructuring segment decreased $29.8 million, or 8.2%, to $335.7 million in the quarter compared to $365.6 million in the prior year quarter. The decrease in revenues was primarily due to lower demand for transformation & strategy and transactions services. Adjusted Segment EBITDA of $44.7 million, or 13.3% of segment revenues, compared to $65.4 million, or 17.9% of segment revenues, in the prior year quarter. The decrease in Adjusted Segment EBITDA was primarily due to lower revenues, which was partially offset by a decrease in contractor costs and compensation expenses compared to the prior year quarter.
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Forensic and Litigation Consulting
Revenues in the Forensic and Litigation Consulting segment increased $10.4 million, or 6.3%, to $175.9 million in the quarter compared to $165.5 million in the prior year quarter. Acquisition-related revenues contributed $2.4 million in the quarter. Excluding acquisition-related revenues, the increase in revenues was primarily due to higher demand and realized bill rates for data and analytics and construction solutions services. Adjusted Segment EBITDA of $18.0 million, or 10.2% of segment revenues, compared to $19.2 million, or 11.6% of segment revenues, in the prior year quarter. The decrease in Adjusted Segment EBITDA was primarily due to an increase in compensation, which more than offset the increase in revenues compared to the prior year quarter.
Economic Consulting
Economic Consulting revenues of $206.1 million in the quarter compared to $206.1 million in the prior year quarter. Higher merger and acquisition (“M&A”)-related antitrust revenues were offset by lower international arbitration and non-M&A-related antitrust revenues. Adjusted Segment EBITDA of $15.8 million, or 7.7% of segment revenues, compared to $38.3 million, or 18.6% of segment revenues, in the prior year quarter. The decrease in Adjusted Segment EBITDA was primarily due to higher bad debt and an increase in compensation compared to the prior year quarter.
Technology
Revenues in the Technology segment decreased $10.3 million, or 10.2%, to $90.6 million in the quarter compared to $100.9 million in the prior year quarter. The decrease in revenues was primarily due to lower demand for M&A-related “second request” services. Adjusted Segment EBITDA of $6.6 million, or 7.2% of segment revenues, compared to $12.4 million, or 12.3% of segment revenues, in the prior year quarter. The decrease in Adjusted Segment EBITDA was largely due to lower revenues, which was partially offset by a decrease in SG&A expenses compared to the prior year quarter.
Strategic Communications
Strategic Communications segment revenues of $86.6 million in the quarter compared to $86.6 million in the prior year quarter. Higher demand for financial communications services was offset by lower demand for corporate reputation services. Adjusted Segment EBITDA of $13.8 million, or 15.9% of segment revenues, compared to $15.6 million, or 18.0% of segment revenues, in the prior year quarter. The decrease in Adjusted Segment EBITDA was primarily due to higher SG&A expenses compared to the prior year quarter.
First Quarter 2025 Special Charge
The Company’s actions to align staffing with demand continued into the first quarter of 2025, resulting in an estimated first quarter special charge of approximately $17 million. Together with the $8.2 million special charge in the fourth quarter of 2024, the estimated combined special charge of approximately $25 million reflects the termination of approximately 4% of the Company’s more than 8,300 employees. The Company expects that such actions taken in the fourth quarter of 2024 and the first quarter of 2025 will result in cost savings of approximately $70 million of salary- and benefits-related compensation costs in full year 2025.
2025 Guidance:
The Company estimates that revenues for full year 2025 will range between $3.660 billion and $3.810 billion. The Company estimates that EPS for full year 2025 will range between $7.44 and $8.24 and Adjusted EPS will range between $7.80 and $8.60. The variance between EPS and Adjusted EPS guidance is related to the aforementioned first quarter 2025 special charge, which the Company estimates will be approximately $17 million, or $0.36 per share, in the first quarter of 2025.
3
Fourth Quarter and Full Year 2024 Conference Call
FTI Consulting will host a conference call for analysts and investors to discuss fourth quarter and full year 2024 financial results at 9:00 a.m. Eastern Time on Thursday, February 20, 2025. The call can be accessed live and will be available for replay over the internet for 90 days by logging onto the Company’s investor relations website here.
About FTI Consulting
FTI Consulting, Inc. is a leading global expert firm for organizations facing crisis and transformation, with more than 8,300 employees located in 34 countries and territories as of December 31, 2024. In certain jurisdictions, FTI Consulting’s services are provided through distinct legal entities that are separately capitalized and independently managed. The Company generated $3.70 billion in revenues during fiscal year 2024. More information can be found at www.fticonsulting.com.
Non-GAAP Financial Measures
In the accompanying analysis of financial information, we sometimes use information derived from consolidated and segment financial information that may not be presented in our financial statements or prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Certain of these financial measures are considered not in conformity with GAAP (“non-GAAP financial measures”) under the United States Securities and Exchange Commission (“SEC”) rules. Specifically, we have referred to the following non-GAAP financial measures:
| • | Adjusted Segment EBITDA |
| • | Adjusted EBITDA |
| • | Adjusted EBITDA Margin |
| • | Adjusted Net Income |
| • | Adjusted Earnings per Diluted Share |
We have included the definition of Segment Operating Income, which is a GAAP financial measure, below in order to more fully define the components of certain non-GAAP financial measures in the accompanying analysis of financial information. We define Segment Operating Income as a segment’s share of consolidated operating income. We use Segment Operating Income for the purpose of calculating Adjusted Segment EBITDA, which is a non-GAAP financial measure. We define Adjusted Segment EBITDA as a segment’s share of consolidated operating income before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. We use Adjusted Segment EBITDA as a basis to internally evaluate the financial performance of our segments because we believe it reflects core operating performance and provides an indicator of the segment’s ability to generate cash.
We define Adjusted EBITDA, which is a non-GAAP financial measure, as consolidated net income before income tax provision, other non-operating income (expense), depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, gain or loss on sale of a business and losses on early extinguishment of debt. We define Adjusted EBITDA Margin, which is a non-GAAP financial measure, as Adjusted EBITDA as a percentage of total revenues. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with a more complete understanding of our operating results, including underlying trends. In addition, EBITDA is a common alternative measure of
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operating performance used by many of our competitors. It is used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in our industry. Therefore, we also believe that these non-GAAP financial measures, considered along with corresponding GAAP financial measures, provide management and investors with useful supplemental information.
We define Adjusted Net Income and Adjusted Earnings per Diluted Share (“Adjusted EPS”), which are non-GAAP financial measures, as net income and EPS, respectively, excluding the impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, losses on early extinguishment of debt and the gain or loss on sale of a business. We use Adjusted Net Income for the purpose of calculating Adjusted EPS. Management uses Adjusted EPS to assess total Company operating performance on a consistent basis. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with useful supplemental information on our business operating results, including underlying trends.
Non-GAAP financial measures are not defined in the same manner by all companies and may not be comparable with other similarly titled measures of other companies. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, the information contained in our Consolidated Statements of Comprehensive Income. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying this press release.
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Safe Harbor Statement
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve uncertainties and risks. Forward-looking statements include statements concerning our plans, initiatives, projections, prospects, policies, processes and practices, objectives, goals, commitments, strategies, future events, future revenues, future results and performance, expectations, plans or intentions relating to acquisitions, share repurchases and other matters, business trends, new or changes to laws and regulations, including U.S. and foreign tax laws, scientific and technological developments, including relating to new and emerging technologies, such as Artificial Intelligence and machine learning, and other information that is not historical, including statements regarding estimates of our future financial results. When used in this press release, words such as “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “commits,” “aspires,” “forecasts,” “future,” “goal,” “seeks” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, estimates of our future financial results, are based upon our expectations at the time we make them and various assumptions. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management’s plans, expectations, intentions, aspirations, beliefs, goals, estimates, forecasts and projections will result or be achieved. Our actual financial results, performance or achievements and outcomes could differ materially from those expressed in, or implied by, any forward-looking statements. Further, unaudited quarterly results are subject to normal year-end adjustments. The Company has experienced fluctuating revenues, operating income and cash flows in prior periods and expects that this will occur from time to time in the future. Other factors that could cause such differences include declines in demand for, or changes in, the mix of services and products that we offer; the mix of the geographic locations where our clients are located or where services are performed; fluctuations in the price per share of our common stock; adverse financial, real estate or other market and general economic conditions; the impact of public health crises and related events that are beyond our control, which could affect our segments, practices and the geographic regions in which we conduct business differently and adversely; and other future events, which could impact each of our segments, practices and the geographic regions in which we conduct business differently and could be outside of our control; the pace and timing of the consummation and integration of future acquisitions; the Company’s ability to realize cost savings and efficiencies; competitive and general economic conditions; retention of staff and clients; new laws and regulations or changes thereto; and other risks described under the heading “Item 1A, Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 20, 2025 and in the Company’s other filings with the SEC. We are under no duty to update any of the forward-looking statements to conform such statements to actual results or events and do not intend to do so.
FINANCIAL TABLES FOLLOW
# # #
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FTI CONSULTING, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
| December 31, 2024 |
December 31, 2023 |
|||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 660,493 | $ | 303,222 | ||||
| Accounts receivable, net |
1,020,174 | 1,102,142 | ||||||
| Current portion of notes receivable |
44,894 | 30,997 | ||||||
| Prepaid expenses and other current assets |
93,953 | 119,092 | ||||||
|
|
|
|
|
|||||
| Total current assets |
1,819,514 | 1,555,453 | ||||||
| Property and equipment, net |
150,295 | 159,662 | ||||||
| Operating lease assets |
198,318 | 208,910 | ||||||
| Goodwill |
1,226,556 | 1,234,569 | ||||||
| Intangible assets, net |
16,770 | 18,285 | ||||||
| Notes receivable, net |
109,119 | 75,431 | ||||||
| Other assets |
76,258 | 73,568 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 3,596,830 | $ | 3,325,878 | ||||
|
|
|
|
|
|||||
| Liabilities and Stockholders’ Equity |
||||||||
| Current liabilities |
||||||||
| Accounts payable, accrued expenses and other |
$ | 224,394 | $ | 223,758 | ||||
| Accrued compensation |
639,745 | 601,074 | ||||||
| Billings in excess of services provided |
67,620 | 67,937 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
931,759 | 892,769 | ||||||
| Noncurrent operating lease liabilities |
208,036 | 223,774 | ||||||
| Deferred income taxes |
111,825 | 140,976 | ||||||
| Other liabilities |
86,920 | 86,939 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
1,338,540 | 1,344,458 | ||||||
|
|
|
|
|
|||||
| 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 — 35,913 (2024) and 35,521 (2023) |
359 | 355 | ||||||
| Additional paid-in capital |
39,650 | 16,760 | ||||||
| Retained earnings |
2,394,853 | 2,114,765 | ||||||
| Accumulated other comprehensive loss |
(176,572 | ) | (150,460 | ) | ||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
2,258,290 | 1,981,420 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 3,596,830 | $ | 3,325,878 | ||||
|
|
|
|
|
|||||
7
FTI CONSULTING, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share data)
| Three Months Ended December 31, |
||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | ||||||||
| Revenues |
$ | 894,924 | $ | 924,684 | ||||
|
|
|
|
|
|||||
| Operating expenses |
||||||||
| Direct cost of revenues |
624,864 | 613,809 | ||||||
| Selling, general and administrative expenses |
208,051 | 194,634 | ||||||
| Special charges |
8,230 | — | ||||||
| Amortization of intangible assets |
1,034 | 1,220 | ||||||
|
|
|
|
|
|||||
| 842,179 | 809,663 | |||||||
|
|
|
|
|
|||||
| Operating income |
52,745 | 115,021 | ||||||
|
|
|
|
|
|||||
| Other income (expense) |
||||||||
| Interest income and other |
7,779 | (8,088 | ) | |||||
| Interest expense |
(716 | ) | (3,896 | ) | ||||
|
|
|
|
|
|||||
| 7,063 | (11,984 | ) | ||||||
|
|
|
|
|
|||||
| Income before income tax provision |
59,808 | 103,037 | ||||||
| Income tax provision |
10,098 | 21,404 | ||||||
|
|
|
|
|
|||||
| Net income |
$ | 49,710 | $ | 81,633 | ||||
|
|
|
|
|
|||||
| Earnings per common share — basic |
$ | 1.41 | $ | 2.34 | ||||
|
|
|
|
|
|||||
| Weighted average common shares outstanding — basic |
35,317 | 34,889 | ||||||
|
|
|
|
|
|||||
| Earnings per common share — diluted |
$ | 1.38 | $ | 2.28 | ||||
|
|
|
|
|
|||||
| Weighted average common shares outstanding — diluted |
35,855 | 35,778 | ||||||
|
|
|
|
|
|||||
| Other comprehensive income (loss), net of tax |
||||||||
| Foreign currency translation adjustments, net of tax expense of $— and $— |
$ | (41,713 | ) | $ | 28,244 | |||
|
|
|
|
|
|||||
| Total other comprehensive income (loss), net of tax |
(41,713 | ) | 28,244 | |||||
|
|
|
|
|
|||||
| Comprehensive income |
$ | 7,997 | $ | 109,877 | ||||
|
|
|
|
|
|||||
8
FTI CONSULTING, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share data)
| Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues |
$ | 3,698,652 | $ | 3,489,242 | ||||
|
|
|
|
|
|||||
| Operating expenses |
||||||||
| Direct cost of revenues |
2,516,726 | 2,354,216 | ||||||
| Selling, general and administrative expenses |
822,151 | 751,306 | ||||||
| Special charges |
8,230 | — | ||||||
| Amortization of intangible assets |
4,183 | 6,159 | ||||||
|
|
|
|
|
|||||
| 3,351,290 | 3,111,681 | |||||||
|
|
|
|
|
|||||
| Operating income |
347,362 | 377,561 | ||||||
|
|
|
|
|
|||||
| Other income (expense) |
||||||||
| Interest income and other |
10,360 | (4,867 | ) | |||||
| Interest expense |
(6,951 | ) | (14,331 | ) | ||||
|
|
|
|
|
|||||
| 3,409 | (19,198 | ) | ||||||
|
|
|
|
|
|||||
| Income before income tax provision |
350,771 | 358,363 | ||||||
| Income tax provision |
70,683 | 83,471 | ||||||
|
|
|
|
|
|||||
| Net income |
$ | 280,088 | $ | 274,892 | ||||
|
|
|
|
|
|||||
| Earnings per common share — basic |
$ | 7.96 | $ | 8.10 | ||||
|
|
|
|
|
|||||
| Weighted average common shares outstanding — basic |
35,208 | 33,924 | ||||||
|
|
|
|
|
|||||
| Earnings per common share — diluted |
$ | 7.81 | $ | 7.71 | ||||
|
|
|
|
|
|||||
| Weighted average common shares outstanding — diluted |
35,845 | 35,646 | ||||||
|
|
|
|
|
|||||
| Other comprehensive income (loss), net of tax |
||||||||
| Foreign currency translation adjustments, net of tax expense of $— and $— |
$ | (26,112 | ) | $ | 26,262 | |||
|
|
|
|
|
|||||
| Total other comprehensive income (loss), net of tax |
(26,112 | ) | 26,262 | |||||
|
|
|
|
|
|||||
| Comprehensive income |
$ | 253,976 | $ | 301,154 | ||||
|
|
|
|
|
|||||
9
FTI CONSULTING, INC.
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME AND EPS TO ADJUSTED EPS
(in thousands, except per share data)
| Three Months Ended December 31, |
Year Ended December 31, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (Unaudited) | ||||||||||||||||
| Net income |
$ | 49,710 | $ | 81,633 | $ | 280,088 | $ | 274,892 | ||||||||
| Add back: |
||||||||||||||||
| Special charges |
8,230 | — | 8,230 | — | ||||||||||||
| Tax impact of special charges |
(1,857 | ) | — | (1,857 | ) | — | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted Net Income |
$ | 56,083 | $ | 81,633 | $ | 286,461 | $ | 274,892 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings per common share — diluted |
$ | 1.38 | $ | 2.28 | $ | 7.81 | $ | 7.71 | ||||||||
| Add back: |
||||||||||||||||
| Special charges |
0.23 | — | 0.23 | — | ||||||||||||
| Tax impact of special charges |
(0.05 | ) | — | (0.05 | ) | — | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted earnings per common share — diluted |
$ | 1.56 | $ | 2.28 | $ | 7.99 | $ | 7.71 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted average number of common shares outstanding — diluted |
35,855 | 35,778 | 35,845 | 35,646 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
10
FTI CONSULTING, INC.
RECONCILIATION OF EPS GUIDANCE TO ADJUSTED EPS GUIDANCE
| Year Ended December 31, 2025 | ||||||||
| Low | High | |||||||
| Guidance on estimated earnings per common share — diluted (GAAP) (1) |
$ | 7.44 | $ | 8.24 | ||||
| Special charges |
0.48 | 0.48 | ||||||
| Tax impact of special charges |
(0.12 | ) | (0.12 | ) | ||||
|
|
|
|
|
|||||
| Guidance on estimated adjusted earnings per common share (non-GAAP) (1) |
$ | 7.80 | $ | 8.60 | ||||
|
|
|
|
|
|||||
| (1) | The forward-looking guidance on estimated 2025 EPS and Adjusted EPS does not reflect other gains and losses (all of which would be excluded from Adjusted EPS) related to the future impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, the gain or loss on sale of a business or losses on early extinguishment of debt, as these items are dependent on future events that are uncertain and difficult to predict. |
11
FTI CONSULTING, INC.
RECONCILIATION OF NET INCOME AND OPERATING INCOME TO ADJUSTED SEGMENT EBITDA AND ADJUSTED EBITDA
(in thousands)
| Three Months Ended December 31, 2024 |
Corporate Finance & Restructuring |
Forensic and Litigation Consulting |
Economic Consulting |
Technology | Strategic Communications |
Unallocated Corporate |
Total | |||||||||||||||||||||
| Net income |
$ | 49,710 | ||||||||||||||||||||||||||
| Interest income and other |
(7,779 | ) | ||||||||||||||||||||||||||
| Interest expense |
716 | |||||||||||||||||||||||||||
| Income tax provision |
10,098 | |||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
| Operating income |
$ | 36,096 | $ | 14,305 | $ | 14,393 | $ | 1,275 | $ | 12,534 | $ | (25,858 | ) | $ | 52,745 | |||||||||||||
| Depreciation of property and equipment |
2,587 | 1,704 | 1,407 | 4,623 | 910 | 503 | 11,734 | |||||||||||||||||||||
| Amortization of intangible assets |
736 | 229 | — | — | 69 | — | 1,034 | |||||||||||||||||||||
| Special charges |
5,326 | 1,785 | 8 | 667 | 295 | 149 | 8,230 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Adjusted EBITDA |
$ | 44,745 | $ | 18,023 | $ | 15,808 | $ | 6,565 | $ | 13,808 | $ | (25,206 | ) | $ | 73,743 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Year Ended December 31, 2024 |
Corporate Finance & Restructuring |
Forensic and Litigation Consulting |
Economic Consulting |
Technology | Strategic Communications |
Unallocated Corporate |
Total | |||||||||||||||||||||
| Net income |
$ | 280,088 | ||||||||||||||||||||||||||
| Interest income and other |
(10,360 | ) | ||||||||||||||||||||||||||
| Interest expense |
6,951 | |||||||||||||||||||||||||||
| Income tax provision |
70,683 | |||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
| Operating income |
$ | 225,711 | $ | 77,490 | $ | 104,090 | $ | 41,875 | $ | 45,790 | $ | (147,594 | ) | $ | 347,362 | |||||||||||||
| Depreciation of property and equipment |
10,251 | 6,604 | 5,400 | 15,999 | 3,607 | 2,049 | 43,910 | |||||||||||||||||||||
| Amortization of intangible assets |
3,068 | 838 | — | — | 277 | — | 4,183 | |||||||||||||||||||||
| Special charges |
5,326 | 1,785 | 8 | 667 | 295 | 149 | 8,230 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Adjusted EBITDA |
$ | 244,356 | $ | 86,717 | $ | 109,498 | $ | 58,541 | $ | 49,969 | $ | (145,396 | ) | $ | 403,685 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
FTI CONSULTING, INC.
RECONCILIATION OF NET INCOME AND OPERATING INCOME TO ADJUSTED SEGMENT EBITDA AND ADJUSTED EBITDA
(in thousands)
| Three Months Ended December 31, 2023 |
Corporate Finance & Restructuring |
Forensic and Litigation Consulting |
Economic Consulting |
Technology | Strategic Communications |
Unallocated Corporate |
Total | |||||||||||||||||||||
| Net income |
$ | 81,633 | ||||||||||||||||||||||||||
| Interest income and other |
8,088 | |||||||||||||||||||||||||||
| Interest expense |
3,896 | |||||||||||||||||||||||||||
| Income tax provision |
21,404 | |||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
| Operating income |
$ | 61,779 | $ | 17,415 | $ | 36,801 | $ | 8,393 | $ | 14,703 | $ | (24,070 | ) | $ | 115,021 | |||||||||||||
| Depreciation of property and equipment |
2,597 | 1,680 | 1,534 | 3,992 | 875 | 475 | 11,153 | |||||||||||||||||||||
| Amortization of intangible assets |
1,010 | 152 | — | — | 58 | — | 1,220 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Adjusted EBITDA |
$ | 65,386 | $ | 19,247 | $ | 38,335 | $ | 12,385 | $ | 15,636 | $ | (23,595 | ) | $ | 127,394 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Year Ended December 31, 2023 |
Corporate Finance & Restructuring |
Forensic and Litigation Consulting |
Economic Consulting |
Technology | Strategic Communications |
Unallocated Corporate |
Total | |||||||||||||||||||||
| Net income |
$ | 274,892 | ||||||||||||||||||||||||||
| Interest income and other |
4,867 | |||||||||||||||||||||||||||
| Interest expense |
14,331 | |||||||||||||||||||||||||||
| Income tax provision |
83,471 | |||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
| Operating income |
$ | 216,504 | $ | 81,296 | $ | 109,818 | $ | 48,196 | $ | 47,167 | $ | (125,420 | ) | $ | 377,561 | |||||||||||||
| Depreciation of property and equipment |
9,254 | 6,030 | 5,989 | 14,515 | 3,445 | 1,846 | 41,079 | |||||||||||||||||||||
| Amortization of intangible assets |
5,079 | 783 | — | — | 297 | — | 6,159 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Adjusted EBITDA |
$ | 230,837 | $ | 88,109 | $ | 115,807 | $ | 62,711 | $ | 50,909 | $ | (123,574 | ) | $ | 424,799 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
FTI CONSULTING, INC.
OPERATING RESULTS BY BUSINESS SEGMENT
| Segment Revenues |
Adjusted EBITDA |
Adjusted EBITDA Margin |
Utilization | Average Billable Rate |
Billable Headcount |
|||||||||||||||||||
| (in thousands) | (at period end) | |||||||||||||||||||||||
| Three Months Ended December 31, 2024 (Unaudited) |
||||||||||||||||||||||||
| Corporate Finance & Restructuring |
$ | 335,713 | $ | 44,745 | 13.3 | % | 52 | % | $ | 527 | 2,286 | |||||||||||||
| Forensic and Litigation Consulting |
175,863 | 18,023 | 10.2 | % | 55 | % | $ | 392 | 1,542 | |||||||||||||||
| Economic Consulting |
206,103 | 15,808 | 7.7 | % | 60 | % | $ | 610 | 1,110 | |||||||||||||||
| Technology (1) |
90,645 | 6,565 | 7.2 | % | N/M | N/M | 714 | |||||||||||||||||
| Strategic Communications (1) |
86,600 | 13,808 | 15.9 | % | N/M | N/M | 981 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| $ | 894,924 | $ | 98,949 | 11.1 | % | 6,633 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Unallocated Corporate |
(25,206 | ) | ||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| Adjusted EBITDA |
$ | 73,743 | 8.2 | % | ||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| Year Ended December 31, 2024 |
||||||||||||||||||||||||
| Corporate Finance & Restructuring |
$ | 1,391,206 | $ | 244,356 | 17.6 | % | 58 | % | $ | 510 | 2,286 | |||||||||||||
| Forensic and Litigation Consulting |
690,211 | 86,717 | 12.6 | % | 57 | % | $ | 390 | 1,542 | |||||||||||||||
| Economic Consulting |
863,557 | 109,498 | 12.7 | % | 66 | % | $ | 584 | 1,110 | |||||||||||||||
| Technology (1) |
417,637 | 58,541 | 14.0 | % | N/M | N/M | 714 | |||||||||||||||||
| Strategic Communications (1) |
336,041 | 49,969 | 14.9 | % | N/M | N/M | 981 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| $ | 3,698,652 | $ | 549,081 | 14.8 | % | 6,633 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Unallocated Corporate |
(145,396 | ) | ||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| Adjusted EBITDA |
$ | 403,685 | 10.9 | % | ||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| Three Months Ended December 31, 2023 (Unaudited) |
||||||||||||||||||||||||
| Corporate Finance & Restructuring |
$ | 365,554 | $ | 65,386 | 17.9 | % | 61 | % | $ | 503 | 2,215 | |||||||||||||
| Forensic and Litigation Consulting |
165,469 | 19,247 | 11.6 | % | 56 | % | $ | 391 | 1,447 | |||||||||||||||
| Economic Consulting |
206,091 | 38,335 | 18.6 | % | 65 | % | $ | 586 | 1,089 | |||||||||||||||
| Technology (1) |
100,933 | 12,385 | 12.3 | % | N/M | N/M | 628 | |||||||||||||||||
| Strategic Communications (1) |
86,637 | 15,636 | 18.0 | % | N/M | N/M | 971 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| $ | 924,684 | $ | 150,989 | 16.3 | % | 6,350 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Unallocated Corporate |
(23,595 | ) | ||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| Adjusted EBITDA |
$ | 127,394 | 13.8 | % | ||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| Year Ended December 31, 2023 |
||||||||||||||||||||||||
| Corporate Finance & Restructuring |
$ | 1,346,678 | $ | 230,837 | 17.1 | % | 60 | % | $ | 494 | 2,215 | |||||||||||||
| Forensic and Litigation Consulting |
654,105 | 88,109 | 13.5 | % | 57 | % | $ | 386 | 1,447 | |||||||||||||||
| Economic Consulting |
771,374 | 115,807 | 15.0 | % | 67 | % | $ | 547 | 1,089 | |||||||||||||||
| Technology (1) |
387,855 | 62,711 | 16.2 | % | N/M | N/M | 628 | |||||||||||||||||
| Strategic Communications (1) |
329,230 | 50,909 | 15.5 | % | N/M | N/M | 971 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| $ | 3,489,242 | $ | 548,373 | 15.7 | % | 6,350 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Unallocated Corporate |
(123,574 | ) | ||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| Adjusted EBITDA |
$ | 424,799 | 12.2 | % | ||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| N/M | Not meaningful |
| (1) | The majority of the Technology and Strategic Communications segments’ revenues are not generated based on billable hours. Accordingly, utilization and average billable rate metrics are not presented as they are not meaningful as a segment-wide metric. |
FTI CONSULTING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Operating activities |
||||||||
| Net income |
$ | 280,088 | $ | 274,892 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation of property and equipment |
43,910 | 41,079 | ||||||
| Amortization of intangible assets |
4,183 | 6,159 | ||||||
| Amortization of notes receivable |
51,621 | 27,784 | ||||||
| Provision for expected credit losses |
50,315 | 35,149 | ||||||
| Share-based compensation |
38,436 | 29,534 | ||||||
| Deferred income taxes |
(16,605 | ) | (25,453 | ) | ||||
| Acquisition-related contingent consideration |
(779 | ) | 3,818 | |||||
| Amortization of debt issuance costs and other |
1,082 | 1,925 | ||||||
| Changes in operating assets and liabilities, net of effects from acquisitions: |
||||||||
| Accounts receivable, billed and unbilled |
18,340 | (229,296 | ) | |||||
| Notes receivable |
(99,892 | ) | (50,703 | ) | ||||
| Prepaid expenses and other assets |
(2,810 | ) | 7,606 | |||||
| Accounts payable, accrued expenses and other |
12,875 | 8,687 | ||||||
| Income taxes |
(29,441 | ) | 29,335 | |||||
| Accrued compensation |
43,503 | 50,186 | ||||||
| Billings in excess of services provided |
271 | 13,759 | ||||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
395,097 | 224,461 | ||||||
|
|
|
|
|
|||||
| Investing activities |
||||||||
| Purchases of property and equipment and other |
(35,408 | ) | (49,479 | ) | ||||
| Purchase and maturity of short-term investment |
25,246 | (24,356 | ) | |||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(10,162 | ) | (73,835 | ) | ||||
|
|
|
|
|
|||||
| Financing activities |
||||||||
| Borrowings under revolving line of credit |
600,000 | 835,000 | ||||||
| Repayments under revolving line of credit |
(600,000 | ) | (835,000 | ) | ||||
| Repayment of convertible notes |
— | (315,763 | ) | |||||
| Purchase and retirement of common stock |
(10,217 | ) | (20,982 | ) | ||||
| Share-based compensation tax withholdings |
(19,021 | ) | (16,375 | ) | ||||
| Proceeds on stock option exercises |
10,887 | 1,297 | ||||||
| Deposits and other |
2,968 | (2,840 | ) | |||||
|
|
|
|
|
|||||
| Net cash used in financing activities |
(15,383 | ) | (354,663 | ) | ||||
|
|
|
|
|
|||||
| Effect of exchange rate changes on cash and cash equivalents |
(12,281 | ) | 15,571 | |||||
|
|
|
|
|
|||||
| Net increase (decrease) in cash and cash equivalents |
357,271 | (188,466 | ) | |||||
| Cash and cash equivalents, beginning of period |
303,222 | 491,688 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents, end of period |
$ | 660,493 | $ | 303,222 | ||||
|
|
|
|
|
|||||