SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): October 22, 2003
FTI CONSULTING, INC.
(Exact Name of Registrant as Specified in Charter)
Maryland 001-14875 52-1261113
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
900 Bestgate Road, Suite 1000, Annapolis, Maryland 21401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 224-8770
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
Agreement to Acquire KPMG LLP's Dispute Advisory Services Business
FTI Consulting, Inc. ("FTI") has entered into a definitive asset purchase
agreement dated October 22, 2003 with KPMG LLP to acquire, through FTI's newly
formed acquisition subsidiary, DAS Business LLC, substantially all of KPMG LLP's
domestic Dispute Advisory Services business (the "DAS Business") for
approximately $89.1 million in cash. The DAS Business is presently operated (and
historically has been operated) by KPMG LLP as a component of its forensic
accounting and investigatory practice group -- KPMG Forensic.
The acquisition is subject to customary closing conditions, including the
expiration or early termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and is
expected to be consummated during the fourth quarter of 2003.
Share Repurchase Program
Separately, FTI approved the establishment of a share repurchase program
under which FTI may purchase, from time to time, up to $50 million in value of
its common shares over the next 12 months. Such shares are intended to be
purchased in open market or privately negotiated transactions, and be funded
with a combination of cash on hand, existing credit lines and/or new credit
facilities.
A copy of the asset purchase agreement is attached hereto as Exhibit 2.1
and the full text of FTI's press release issued on October 22, 2003 relating the
acquisition and the establishment of the share repurchase program is attached
hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference in its entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit Number Description
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2.1 Asset Purchase Agreement dated October 22,
2003, by and among KPMG LLP, DAS Business
LLC and FTI Consulting, Inc.
99.1 Press Release of FTI Consulting, Inc. dated
October 22, 2003.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 22, 2003, FTI issued a press release that announces financial
information for the third quarter ended September 30, 2003. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference in its entirety.
The press release filed herewith as Exhibit 99.1 presents earnings before
interest, taxes, depreciation and amortization -- EBITDA -- a non-GAAP financial
measure. A non-GAAP financial measure is a numerical measure of a registrant's
historical or future financial performance, financial position or cash flows
that excludes amounts (or is subject to adjustments that have the effect of
excluding amounts) that are included in the most directly comparable GAAP line
items presented in the issuer's financial statements. In this regard, GAAP
refers to U.S. generally accepted accounting principles. Pursuant to the
requirements of SEC Regulation G, FTI has included a reconciliation in the
earnings release portion of the press release filed herewith as Exhibit 99.1 of
the non-GAAP financial measure to what, in the view of management, is the most
directly comparable U.S. GAAP financial measure.
The aforementioned presentation of EBITDA should be considered in addition
to, but not as a substitute for, the GAAP measures contained in the Condensed
Consolidated Statement of Income of FTI included in the press release.
Management of FTI believes that these measures and the information they provide
are useful to investors because they permit investors to view FTI's performance
on the same basis used by management and are often used by research analysts in
the comparison of peer entities within the consulting industry.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, FTI has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FTI CONSULTING, INC.
Dated: October 22, 2003 By: /s/ Theordore I. Pincus
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Theodore I. Pincus
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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2.1 Asset Purchase Agreement dated October 22,
2003, by and among KPMG LLP, DAS Business
LLC and FTI Consulting, Inc. FTI Consulting,
Inc.agrees to furnish supplementally any
omitted schedule to the Commission upon
request.
99.1 Press Release of FTI Consulting, Inc. dated
October 22, 2003.