FTI Consulting, Inc. Form S-3/A
As filed with the Securities and Exchange Commission on November 22, 2002
Registration No. 333-100428
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FTI CONSULTING, INC.
(Exact name of registrant as specified in its charter)
900 Bestgate Road, Suite 100
Annapolis, MD 21401
(410) 224-8770
(Address of principal executive offices)
Maryland |
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52-1261113 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. employer identification number) |
Jack B. Dunn, IV
Chairman of the Board and
Chief Executive Officer
FTI Consulting, Inc.
900 Bestgate Road, Suite 100
Annapolis, MD 21401
(410) 224-8770
(Name, address, including zip code and telephone number, including area code of agent for service)
Copies to:
Richard C. Tilghman, Jr., Esquire |
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Kevin P. Kennedy, Esquire |
Piper Rudnick LLP |
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Simpson Thacher & Bartlett |
6225 Smith Avenue |
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3330 Hillview Avenue |
Baltimore, Maryland 21209 |
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Palo Alto, California 94304 |
(410) 580-3000 |
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(650) 251-5000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act) check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, dated November 22, 2002
PROSPECTUS
2,119,469 Shares
FTI Consulting, Inc.
Common Stock
FTI Consulting, Inc. is offering 2,100,000 shares of common stock and the selling stockholders are offering 19,469 shares of common stock by this prospectus. We will not receive any of the proceeds
from the shares sold by the selling stockholders.
Our common stock is listed on the New York Stock Exchange under the symbol
FCN. The last reported sale price of our common stock on November 21, 2002 was $37.75 per share.
Investing in our common stock involves risks. See Risk Factors beginning on page 7.
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Per Share
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Total
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Public Offering Price |
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$ |
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$ |
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Underwriting Discounts and Commissions |
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$ |
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$ |
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Proceeds to FTI Consulting, Inc. (before expenses) |
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$ |
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$ |
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Proceeds to Selling Stockholders |
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$ |
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$ |
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Our chief executive officer, chief operating officer and chief financial officer have
granted the underwriters the right to purchase up to 317,920 additional shares of common stock to cover any over-allotments.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Lehman Brothers, on behalf of the underwriters, expects to deliver the common stock on or
about , 2002.
LEHMAN BROTHERS
BANC OF AMERICA SECURITIES LLC
ADAMS, HARKNESS & HILL, INC.
JANNEY MONTGOMERY SCOTT LLC
SUNTRUST ROBINSON HUMPHREY
, 2002
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F-1 |
You should rely only on the information contained in this document or in those documents to which we refer you. We and the underwriters have not authorized anyone to provide you with additional or
different information. This document may only be used where it is legal to sell these securities. The information in this document is accurate only as of the date of this document, regardless of the time of its delivery or of any sale of common
stock.
i
This summary highlights selected information from this prospectus. It may
not contain all the information that is important to you. To understand this offering fully, you should carefully read the entire prospectus, including the risk factors and the financial statements and related notes. Unless the context requires
otherwise, in this prospectus, FTI, we, us and our refer to FTI Consulting, Inc. and its subsidiaries, BRS refers to the U.S. Business Recovery Services Division of PricewaterhouseCoopers
LLP (excluding the broker-dealer business of that division), which we acquired on August 30, 2002, and PwC refers to U.S. PricewaterhouseCoopers LLP.
Bank of America, N.A. and SunTrust Bank, as lenders under our credit facility, will receive their proportionate share of any repayment of debt from the net proceeds we
receive from this offering. Each of these lenders is affiliated with an underwriter of this offering. For more information regarding these affiliations, see UnderwritingOur Relationships with Underwriters.
The information in this prospectus, unless otherwise indicated, assumes that the underwriters will not exercise their option
to purchase additional shares.
Our Business
We are one of the largest U.S. providers of turnaround, restructuring, bankruptcy and related consulting services. Our highly skilled professionals assist distressed
companies in improving their financial position or their creditors or other stakeholders in maximizing recovery of their claims. We assist our clients in exploring and implementing the various strategic alternatives available to troubled companies.
Our professionals have extensive experience in crisis management, negotiations of complex mergers, acquisitions and capital restructurings, as well as the liquidation of surplus assets.
We also help clients in all phases of the litigation process. We assist our clients in refining issues relating to litigation and venue selection, and provide fraud
investigation, securities litigation assistance, trial graphics and technology and electronic evidence services. Furthermore, we provide forensic accounting and economic consulting services. In recent months, we have begun initiatives in the areas
of mergers and acquisitions and dispute settlement services.
Through a combination of organic growth and
acquisitions, our revenues from continuing operations have grown from $32.2 million in 1997 to $122.3 million in 2001, a compounded annual growth rate of nearly 40%. In 2001, we had $289.6 million in revenues on a pro forma basis, which includes BRS
revenues but excludes revenues from our applied sciences practice group, which we have announced our intention to sell. For the first nine months of 2002, we had $133.6 million in revenues on an actual basis and $242.6 million in revenues on a pro
forma basis.
Our clients include troubled companies and financial institutions and the law firms that
represent them. Our services typically represent non-discretionary engagements for businesses facing decisions that are critical to their survival. We are regularly engaged by the largest banks in the U.S., including Bank of America, N.A., Wachovia,
N.A. and JP Morgan Chase Bank. We are currently providing our services in connection with the largest bankruptcy proceedings and out-of-court restructurings in the U.S., including the bankruptcies of Enron Corp., WorldCom, Inc., US Airways, Inc. and
Adelphia Communications Corporation.
We believe demand for our services will continue to be strong, driven by a
number of current and anticipated trends, including:
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high debt default rates and ongoing bankruptcy filings; |
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continuing use of debt for corporate financings; |
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escalating competitive and regulatory complexity faced by businesses; |
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the current wave of corporate reform legislation that encourages, and in some cases, requires the use of outside financial consultants; and
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the need for objective, independent expertise for critical, business processes. |
We believe that our reputation, national scale and large staff of highly qualified professionals position us well to capitalize on the trends that we believe will
drive the growth in our industry. For more information on the factors affecting the demand for our services, see BusinessIndustry Overview.
Business Strategy
We intend to continue to provide high
caliber financial consulting services on even the most complex assignments. We also intend to expand the range of consulting services we offer. The following are the key elements of our business strategy:
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maintain high utilization rates among all of our professionals; |
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maintain a sufficient staff of highly qualified professionals to enable us to handle a number of large, complex assignments simultaneously;
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successfully utilize our reputation, experience and client base to obtain a greater number of engagements from both existing and new clients;
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diversify our range of service offerings, including further development of new practice areas such as lender and transactional support, dispute settlement,
intellectual property consulting and mergers and acquisitions advice, in order to better insulate our business from changing market demands; and |
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selectively pursue strategic acquisitions to expand our range of consulting services, expand our staff of expert professionals and add new clients to which we
can sell our existing services. |
For more information on our business strategy, see
BusinessBusiness Strategy. For information on risks related to our business strategy, see Risk FactorsRisks Related to Our Business.
Our Company
We were incorporated in Maryland in 1982 and
completed our initial public offering of common stock in May 1996. Our executive offices are located at 900 Bestgate Road, Suite 100, Annapolis, Maryland 21401. Our telephone number is (410) 224-8770. Our website is located at www.fticonsulting.com.
Information contained on our website does not constitute part of this prospectus.
Recent Developments
Acquisition of BRS
On August 30, 2002, we acquired BRS for $141.3 million in cash and 3,000,000 shares of our common stock valued at $101.9 million. BRS had revenues of $179.3 million and operating income of $66.8
million for its fiscal year ended June 30, 2002. On a pro forma basis, as adjusted to present BRS as a company separate from PwC, BRS had revenues of $167.2 million and operating income of $41.5 million for the year ended December 31, 2001, and
revenues of $109.0 million and operating income of $24.4 million for the eight-month period ended August 30, 2002. For more information on BRS pro forma financials, see Unaudited Pro Forma Consolidated Statements of Income.
2
Our acquisition of BRS greatly enhances our ability to provide consulting
services in the largest and most complex U.S. turnarounds, restructurings and bankruptcies. The BRS professionals have developed a premier practice handling turnarounds, restructurings and bankruptcies of comparable scale and complexity as we have.
As a result of the acquisition of BRS, we have added 371 professionals, including the 49 BRS partners that we hired, to our pool of talented, experienced professionals. The BRS acquisition also significantly diversifies our client base. Immediately
after the acquisition, we began integrating BRS into our turnaround, restructuring and bankruptcy practice group.
Intended Sale of Our Applied Sciences Practice Group
In connection with the BRS
acquisition, we have decided to sell our applied sciences practice group because the practice is no longer a core part of our business. We expect to complete the sale prior to July 2003. We intend to use the proceeds from the sale to reduce our
outstanding debt under our credit facility. However, we cannot assure you that we will be able to sell our applied sciences practice group within the stated timeframe or at what price we will be able to sell it. Depending on the sale price and the
tax structure of the transaction, the amount realized after taxes from the sale may be less than the carrying value. For the nine months ended September 30, 2002, our applied sciences practice group reported income from operations of discontinued
operations, net of income taxes, of $2.8 million.
3
The Offering
Common stock offered by FTI Consulting, Inc. |
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2,100,000 shares |
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Common stock offered by the selling stockholders |
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19,469 shares |
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Total shares offered |
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2,119,469 shares |
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Common stock to be outstanding after this offering |
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25,813,055 shares |
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Use of proceeds |
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We will use all of the net proceeds that we receive from this offering to repay a portion of our outstanding debt. We will not receive any proceeds from the
sale of shares by the selling stockholders. |
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New York Stock Exchange symbol |
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FCN |
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Risk factors |
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You should carefully read and consider the information set forth in Risk Factors beginning on page 7 and all other information set forth in this
prospectus before investing in our common stock. |
The number of shares of our common stock to be outstanding
after this offering is based on 23,713,055 shares outstanding at September 30, 2002. The number of outstanding shares excludes:
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1,131,944 shares of our common stock reserved for future option awards or stock grants under our stock option plans; |
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3,651,714 shares of our common stock reserved for issuance upon exercise of stock options outstanding under our stock option plans with a weighted average
exercise price of $18.73 per share at September 30, 2002; and |
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278,893 shares of our common stock reserved for future grants under our employee stock purchase plan. |
4
Summary Historical Consolidated and Unaudited
Pro Forma Consolidated Financial and Other Data
The following summary historical
consolidated and unaudited pro forma consolidated financial and other data present our:
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audited historical consolidated statement of income and other data for each of the three years in the period ended December 31, 2001;
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unaudited historical consolidated statement of income and other data for the nine-month periods ended September 30, 2001 and 2002;
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unaudited pro forma consolidated statement of income data for the year ended December 31, 2001 and for the nine-month period ended September 30, 2002; and
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unaudited historical consolidated and as adjusted balance sheet data at September 30, 2002. |
Our unaudited pro forma consolidated statement of income data for the year ended December 31, 2001 and the nine months ended September
30, 2002 give effect to the acquisition of BRS, including the assumed effects of the debt financing transactions related to the acquisition, as if the acquisition had occurred on January 1, 2001.
Our unaudited as adjusted balance sheet data at September 30, 2002 give effect to the receipt of the estimated net proceeds from the
sale of 2,100,000 shares of our common stock by us in this offering and the application of these proceeds to repay $73.9 million of our debt under our credit facility.
The pro forma adjustments are described in the notes accompanying the unaudited pro forma consolidated statements of income beginning on page 16 and are based upon
available information and various assumptions that management believes are reasonable. These adjustments give effect to events directly attributable to the transactions and do not reflect any restructuring or integration related costs, or any
potential cost savings or other synergies that management expects to realize as a result of the transaction. The unaudited pro forma consolidated statements of income do not purport to represent what our financial position and results of operations
would actually have been had these transactions occurred on January 1, 2001.
You should also refer to our
historical consolidated financial statements and the historical financial statements of BRS, which we have included elsewhere in this prospectus.
5
Statement of Income and Other Data:
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Year ended December 31,
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Nine months ended September 30,
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Historical
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Pro Forma 2001
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Historical
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Pro Forma 2002
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1999
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2000
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2001
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2001
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2002
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(in thousands, except percentages and per share data) |
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Revenues |
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$ |
48,914 |
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$ |
95,532 |
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$ |
122,317 |
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$ |
289,561 |
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$ |
91,826 |
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$ |
133,556 |
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$ |
242,604 |
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Direct cost of revenues |
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25,600 |
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48,979 |
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59,074 |
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166,151 |
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46,704 |
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65,512 |
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133,179 |
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Selling, general and administrative expenses |
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16,532 |
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23,920 |
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33,085 |
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51,730 |
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23,608 |
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32,796 |
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49,812 |
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Amortization expense |
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1,554 |
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3,942 |
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4,235 |
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7,635 |
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3,156 |
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252 |
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2,802 |
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Total costs and expenses |
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43,686 |
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76,841 |
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96,394 |
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225,516 |
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73,468 |
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98,560 |
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185,793 |
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Operating income |
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5,228 |
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18,691 |
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25,923 |
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64,045 |
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18,358 |
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34,996 |
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56,811 |
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Interest expense, net |
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(4,014 |
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(10,771 |
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(4,356 |
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(10,188 |
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(3,533 |
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(2,582 |
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(6,957 |
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Income from continuing operations before income taxes and extraordinary item |
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1,214 |
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7,920 |
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21,567 |
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53,857 |
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14,825 |
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32,414 |
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49,854 |
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Income taxes |
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402 |
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3,262 |
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8,621 |
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21,537 |
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6,148 |
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13,021 |
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19,997 |
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Income from continuing operations before extraordinary item |
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$ |
812 |
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$ |
4,658 |
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$ |
12,946 |
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$ |
32,320 |
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$ |
8,677 |
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$ |
19,393 |
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$ |
29,857 |
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Net income |
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$ |
2,991 |
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$ |
2,561 |
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$ |
16,469 |
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$ |
11,633 |
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$ |
22,184 |
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Income from continuing operations before extraordinary item per share, diluted |
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$ |
0.11 |
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$ |
0.39 |
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$ |
0.66 |
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$ |
1.43 |
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$ |
0.45 |
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$ |
0.88 |
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$ |
1.21 |
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Earnings per common share, diluted |
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$ |
0.39 |
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$ |
0.21 |
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$ |
0.84 |
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$ |
0.60 |
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$ |
1.01 |
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Weighted average shares outstanding, diluted |
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7,543 |
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11,988 |
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19,631 |
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22,631 |
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19,229 |
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22,011 |
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24,659 |
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EBITDA (1) |
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$ |
8,595 |
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$ |
24,865 |
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$ |
33,399 |
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$ |
74,921 |
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$ |
23,851 |
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$ |
38,404 |
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$ |
62,771 |
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EBITDA margin (2) |
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17.6 |
% |
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26.0 |
% |
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27.3 |
% |
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25.9 |
% |
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26.0 |
% |
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28.8 |
% |
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25.9 |
% |
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Balance Sheet Data:
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At September 30, 2002
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Historical
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As Adjusted
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Cash and cash equivalents |
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$ |
3,618 |
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$ |
3,618 |
Working capital |
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15,049 |
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15,049 |
Total assets |
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447,015 |
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447,015 |
Total debt |
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138,916 |
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65,001 |
Total stockholders equity |
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246,205 |
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320,120 |
(1) |
EBITDA refers to earnings before taxes, net interest expense and depreciation and amortization. Because all companies do not calculate EBITDA or similarly
titled financial measures in the same manner, other companies disclosures of EBITDA may not be comparable with EBITDA as we calculate it. EBITDA should not be considered as an alternative to net income or loss (as an indicator of operating
performance) or as an alternative to cash flow (as a measure of liquidity or ability to service debt obligations) and is not a measure of performance or financial condition under generally accepted accounting principles. EBITDA is intended to
provide additional information for evaluating the ability of an entity to meet its financial obligations. |
(2) |
EBITDA margin equals EBITDA divided by our total revenues for each period presented, in percentage format. |
6
You should carefully consider each of the following risks and all of
the other information in this prospectus and the documents we incorporate by reference before you decide to buy our common stock. Additional risks and uncertainties not currently known to us may also harm our business, financial condition or results
of operations. If any of these risks or uncertainties occurs, the trading price of our common stock could decline, and you may lose all or part of the money you paid to buy our common stock.
We have made statements in this prospectus and in documents incorporated by reference into this prospectus that constitute forward-looking statements, as that term
is defined in the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties. These forward-looking statements generally are accompanied by words such as believe, intend,
anticipate, estimate, expect, should, could, may, will or similar expressions. You should understand that these forward-looking statements are subject to a number of
assumptions, risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from estimates or
projections contained in forward-looking statements include the below described risk factors.
Risks Related to Our
Business
If we fail to retain our qualified professionals or hire additional qualified professionals, our future growth and
financial performance may suffer.
Our business involves the delivery of professional turnaround,
restructuring, bankruptcy and related consulting services. In the consulting business, professional acumen is a critical element of a companys ability to deliver high quality professional services. Our professionals have highly specialized
skills. Our continued success depends upon our ability to retain and expand our staff of professionals who have reputations and client relationships critical to maintaining and developing our business. We face intense competition in recruiting and
retaining the highly qualified professionals we must have to continue our service offerings. We cannot assure you that we will be able to retain our existing professionals or that in the future we will be able to attract and retain enough qualified
professionals to maintain or expand our business. Moreover, competition for retaining or hiring qualified professionals could increase our costs of labor, a trend which could harm our margins and results of operations.
Our profitability will suffer if we are not able to maintain our utilization and pricing rates.
We calculate the utilization rate for our professional staff by dividing the number of hours all of our professionals charged our clients during a year by the total
available working hours for all of our professionals assuming a 40-hour work week and a 52-week year. The hourly rates we charge our clients for our services and the number of hours our professionals are able to charge our clients for our services
are affected by the level of expertise and experience of the professionals working on a particular engagement and, to a lesser extent, the pricing and staffing policies of our competitors. If we fail to maintain an appropriate utilization rate for
our professionals and maintain or increase the hourly rates we charge our clients for our services, our profitability will suffer.
We
rely heavily on our senior management team and practice group leaders for the success of our business.
We
rely heavily upon our senior management team and practice group leaders to manage our turnaround, restructuring, bankruptcy and related consulting business. Given the highly specialized nature of our services and the scale of our operations, these
people must have a thorough understanding of our service offerings as well as the skills and experience necessary to manage a large organization. If one or more members of our senior management team or our practice group leaders leave and we cannot
replace them with a suitable candidate quickly, we could experience difficulty in managing our business properly, and this could harm our business prospects and results of operations.
7
We face intense competition in our business. If we fail to compete effectively, we may miss new
business opportunities or lose existing clients, and our revenues and profitability may decline.
The market
for our consulting services is highly competitive. Our competitors range from large organizations, such as the national accounting firms and the large management consulting companies that offer a broad range of consulting services, to small firms
and independent contractors that provide one specialized service. Some of our competitors have significantly more financial resources, larger professional staffs and greater brand recognition than we do. We cannot assure you that we will continue to
compete successfully for new business opportunities or retain our existing clients. Although, in connection with our acquisition of BRS, we obtained a limited noncompetition arrangement from PwC, we cannot assure that PwC will not compete with us in
the future. For information on our noncompetition arrangement with PwC, see BusinessOur Acquisition of BRS.
Any
claims involving the quality of our services could harm our overall professional reputation, which could harm our ability to compete for new business opportunities or in hiring qualified professionals.
Many of our engagements involve complex analysis and the exercise of professional judgment. Therefore, we are subject to the risk of
professional liability. Often, our engagements involve matters that, if resolved unfavorably, may result in a severe impact on the clients business, cause the client a substantial monetary loss or prevent the client from pursuing business
opportunities. Since our ability to generate new client engagements depends upon our ability to maintain a high degree of client satisfaction as well as our reputation among industry professionals, any claims against us involving the quality of our
services may be more damaging than similar claims against businesses in other industries.
Any claim by a client
against us could expose us to professional liability in excess of our insurance limits. We maintain a limited amount of liability insurance. The damages and/or expenses resulting from any successful claims against us in excess of our insurance
limits would have to be borne directly by us and could seriously harm our profitability and financial resources.
Our clients may
terminate our engagements with little or no notice, which may cause us to experience unexpected declines in our profitability.
Much of our business involves large client engagements that we staff with a substantial number of professionals. We typically enter into engagement letters with clients but these letters do not obligate clients to continue
to use our services. Typically, our engagement letters permit clients to terminate our services at any time. If our clients unexpectedly cancel engagements with us or curtail the scope of our engagements, we may be unable to replace the lost
revenues from those engagements and may also be unable to quickly eliminate costs associated with those engagements. Any decrease in revenues without a corresponding reduction in our costs will likely harm our profitability.
Our turnaround, restructuring and bankruptcy practice group has an increased risk of fee nonpayment.
Many of our clients have engaged us because they are experiencing financial distress. We recognize that these clients may not have
sufficient funds to continue operations or to pay for our services. Despite requiring clients to pay us retainers before we begin performing services on their behalf, we cannot assure you that these retainers will adequately cover our fees for the
services we perform on behalf of these clients. We are not always able to obtain retainers from clients in bankruptcy as the bankruptcy court must approve our retainer for those clients. Even if a bankruptcy court approves our retainer, the court
may subsequently require us to return all or a portion of it. Therefore, we face the risk of nonpayment, which can result in write-offs. For the three years ended December 31, 2001, we wrote off a total of $4.6 million of uncollectible fees, not
including amounts attributable to our applied sciences practice group. If we were to experience more write-offs than we expect in any period, our results of operations could be harmed.
8
If the number of debt defaults, bankruptcies or other factors affecting demand for our services
declines, our revenues and profitability could suffer.
Our turnaround, restructuring and bankruptcy practice
group is our largest practice group. It provides various restructuring and restructuring-related services to companies in financial distress or their creditors or other stakeholders. A number of factors affects demand for this practice groups
services. These include:
|
|
|
the level of lending activity and over-leveraging of companies; |
|
|
|
over-expansion by various businesses; |
|
|
|
increases in merger and acquisition activity; |
|
|
|
management problems; and |
|
|
|
the general decline in the economy in the U.S. during the past several years. |
If demand for our restructuring services decreases, our turnaround, restructuring and bankruptcy practice group could suffer a decline in revenues, which would lower our
overall profitability. Since most of the clients of BRS are financially distressed companies requiring turnaround, restructuring and bankruptcy services, our acquisition of BRS may increase our exposure to the risk of decreased demand for our
services.
We may be unable to develop profitable new service offerings, and our overall profitability may suffer.
As a key part of our strategy, we have been developing new service offerings in addition to our practice group areas of
restructuring, forensic accounting and trial support consulting. Developing new service offerings involves inherent risks, including:
|
|
|
our inability to estimate demand for the new service offerings; |
|
|
|
competition from more established market participants; |
|
|
|
a lack of market understanding; and |
|
|
|
unanticipated expenses to recruit and hire qualified professionals and to market our new service offerings. |
If we cannot manage these risks effectively, we are unlikely to be successful in our efforts to develop new service offerings profitably.
This inability could harm our overall business, financial condition and results of operations.
If we fail to find suitable
acquisition candidates, our ability to expand may be curtailed.
We may experience an increased level of
competition in our efforts to make acquisitions in the future. As a result, we may be unable to continue to make acquisitions or be forced to pay more for the companies that we are able to acquire. In either case, we may be unable to grow our
business as quickly as we have in the past, and our profitability may decline. Our ability to grow our business, particularly through acquisitions, may depend on our ability to raise capital by selling equity securities or obtaining additional debt
financing. We cannot assure you, however, that we will be able to obtain financing when we need it or on terms acceptable to us. If we cannot, we may have to curtail our planned growth and not pursue acquisition opportunities.
We may not manage our growth effectively, and our profitability may suffer.
We have experienced rapid growth in recent years. This rapid expansion of our business may strain our management team, human resources and information systems. Despite our
recent growth, we plan to continue evaluating opportunities to acquire other businesses and expanding our business rapidly. We cannot assure you, however, that we can successfully manage the integration of any businesses we may acquire or that they
will result in the financial, operational and other benefits that we anticipate. To manage our growth successfully, we
9
may need to add qualified managers and employees and periodically update our operating, financial and other systems, as well as our internal procedures and controls. We also must effectively
motivate, train and manage a larger professional staff. If we fail to manage our growth effectively, our business, results of operations and financial condition may be harmed.
We operate with a substantial amount of debt, with variable interest rates.
Our total debt at September 30, 2002, was approximately $138.9 million. We expect to repay $73.9 million of this debt with the proceeds of this offering as described in the section of this prospectus entitled Use of
Proceeds. However, we still will have a substantial amount of debt following this offering. Operating with a high amount of leverage could require us to redirect a substantial portion of our cash flow from operations to make payments on our
debt. This would reduce the funds available for operations, future business opportunities, capital expenditures, acquisitions and other purposes. It will also limit our flexibility in planning for, or reacting to, changes in our business and our
industry. The terms of our debt also require us to meet specified financial covenants. If we fail either to meet these financial requirements or our lenders do not waive them, we will be required to pay fees and penalties. Our lenders could also
accelerate the maturity of our debt if we fail to meet these covenants, which would force us to seek alternative financing. If this were to happen, we cannot assure you that we would be able to obtain the additional financing we may need or that it
would be on terms favorable to us.
Our debt accrues interest at a variable rate. We have historically
reduced our exposure to rising interest rates by entering into interest rate swaps. These historical hedge arrangements may result in us incurring higher interest expenses than we would have incurred without the hedges in place. We could also face
the same problem if we were to decide to once again enter into new hedge arrangements. Although a few of these historical hedge arrangements will remain in place on our existing debt, we do not intend to enter into new hedge arrangements for the
credit facility we put in place to finance our acquisition of BRS. If interest rates increase, we will need to dedicate more of our cash flow from operations to make payments on our debt. For more information on our liquidity, see
Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources.
Our revenues, operating income and cash flows are likely to fluctuate.
We have experienced
fluctuating revenues, operating income and cash flow in some prior periods and expect that this may occur from time to time in the future. We may experience future fluctuations in our annual or quarterly revenues and operating income because of the
timing of our client assignments, the types of assignments we are working on at different times, hiring trends and decreased productivity because of vacations taken by our professionals. This means our profitability will likely decline if we
experience an unexpected variation in the number or timing of client assignments or during the third quarter when substantial numbers of professionals take vacations, which reduces their utilization rates. We may also experience future fluctuations
in our cash flows because of the timing of the payment of incentive compensation to our professionals, which we generally pay during the first quarter of each year. Also, the timing of any future acquisitions and the cost of integrating them may
cause fluctuations in our operating results.
If our goodwill and other intangible assets become impaired, we will be required to
write down their carrying value and incur a charge against income.
At September 30, 2002, our goodwill
and other intangible assets from continuing operations, net of accumulated amortization, was approximately $323.0 million. We acquired all of our goodwill and other intangible assets in our acquisitions, including the approximately $243.7 million of
goodwill and other intangible assets we have recorded from our purchase of BRS. At least once every year, we review whether these assets have been impaired. If these assets become impaired, we would be required to write down their carrying value and
to incur charges against our income equal to the amount of the writedown. In addition, if we sell our applied sciences practice group for less than its carrying value, we would be required to take a charge against our income equal to the difference
between the carrying value and the sale price. These charges would decrease our reported net income in the period in which we take them, which could cause the price of our common stock to decline.
10
Risks Related to Our Acquisition of BRS
A significant portion of BRS revenues results from relationships with clients and industry professionals maintained by a small number of our key
professionals. The loss of one or more of these key professionals could decrease our revenues and our profitability.
The success of our acquisition of BRS will depend upon our retention of key partners from BRS as our senior managing directors. These key senior managing directors have reputations in the financial services industry for highly
specialized skills as well as important relationships with existing clients and industry professionals. Their reputations and relationships are critical to gaining new client engagements, particularly large, complex matters. Our employment
agreements with the former BRS partners provide them with various financial incentives to work for us during the four-year employment period. However, they are not obligated to remain with us for all four years or for any other length of time. The
loss of one or more of these key senior managing directors could harm the success of our acquisition of BRS.
We cannot assure you
that we can successfully integrate BRS into our business.
We completed the acquisition of BRS on August 30,
2002. The BRS acquisition was substantial for us in several respects, including its potential contribution to our results of operations and the addition of a significant number of professionals and client relationships. We have not previously
undertaken an integration process as large as that required by the BRS acquisition. We cannot assure you that we will realize the potential financial, operating or other benefits that we expect from this acquisition. Integrating BRS into our
business will require a significant amount of our resources and management time to coordinate our operations and personnel with those of BRS. The process of integrating BRS into our existing operations may result in unforeseen operating difficulties
and may require significant financial, operational and managerial resources that would otherwise be available for the operation, development and expansion of our existing business. To the extent that we have miscalculated our ability to integrate
and properly manage BRS, we may have difficulty in achieving our operating and strategic objectives.
We have a different system of
governance and management from PwC, which could cause some of our key personnel to leave us.
When BRS was a
division of PwC, we believe BRS shared many of the management practices and policies that PwC developed to manage its multinational network of firms. We believe our management practices and policies differ from PwCs. During the transition
period while we integrate BRS into our business, it is possible that these different management practices and policies may lead to workplace dissatisfaction on the part of the BRS professionals with our way of conducting business. This may cause
some of our key professionals to leave us. The loss of one or more key professionals may harm our business and results of operations.
The benefits BRS enjoyed when it was part of PwC will no longer be available and this could harm the profitability of BRS.
BRS benefited from the name recognition and reputation of PwC and received referrals from other practices within PwC. Now that BRS is separate from PwC, BRS only has a limited ability to market its
services by referring to the PwC name. Existing and potential clients and industry professionals may not recognize the new brand under which the professionals of BRS now provide their services. Consequently, we may need to incur substantial
marketing expenses to strengthen and develop our brand, which could lower our profits below the levels BRS was historically able to generate. In addition, PwC has no incentive to refer clients to us, especially since PwC may continue to provide a
limited amount of the sort of restructuring services performed by BRS. For information on our noncompetition arrangement with PwC, see BusinessOur Acquisition of BRS. The loss of client referrals may harm our expected revenue
growth and results of operations and cause the actual profitability of the acquired business to differ materially from our expectations and the expectations of the investing public. A failure to meet these expectations could cause the price our
stock to decline.
11
Conflicts of interest may prevent us from providing services to new and existing clients, which could
harm our revenues and results of operations.
Under conflict of interests rules, we generally may not
represent both a debtor and its creditors on the same engagement. Accordingly, FTI and BRS together may not be able to accept all the engagements we could have previously accepted as separate entities. Although we have identified six client
engagements that have created actual conflicts of interests as a result of our acquisition of BRS, only one of these engagements is a significant engagement for BRS. However, future conflicts of interest may require us to decline new client
engagements. Our inability to accept new client engagements as a result of conflicts of interest may harm our revenue growth and results of operations.
Risks Related to the Offering and Ownership of Our Common Stock
If we or our
stockholders sell substantial amounts of our common stock after the offering, the market price of our common stock may decline.
Sales of substantial amounts of our common stock in the public market following this offering, or the appearance that a large number of shares are available for sale, may adversely affect the market price of our common
stock. After this offering, we will have 25,813,055 shares of common stock outstanding. Of these shares, 22,764,105 shares, including all shares sold in this offering, will be freely tradable under the Securities Act, unless acquired by one of our
affiliates, as that term is defined in Rule 144 under the Securities Act. The remaining 3,048,950 shares will be subject to the restrictions of Rule 144. Of these remaining shares, 2,510,045 may be sold under Rule 144 on or after
September 1, 2003, subject to volume and other restrictions, and because of contract restrictions, 235,243 of these shares may not be sold before September 1, 2004 and 235,243 of these shares may not be sold before September 1, 2006. Currently,
approximately 863,768 shares of our common stock are subject to demand and piggyback registration rights. At September 30, 2002, we had reserved for issuance an additional 3,651,714 shares of common stock issuable upon exercise of outstanding stock
options (at exercise prices ranging from $2.17 to $42.87 per share). All of the shares of common stock issuable upon the exercise of stock options will be freely tradable upon issuance as such shares are registered under a registration statement
filed under the Securities Act. All of our executive officers, except Glenn R. Baker, and all of our directors have agreed with the underwriters not to sell or otherwise dispose of any of their shares for 90 days after the date of this prospectus
without the prior written consent of Lehman Brothers. Mr. Baker, President of our applied sciences practice group, beneficially owns options exercisable for 7,500 shares of our common stock.
We may raise additional capital in the future through equity financings, which will dilute your ownership in us and may cause the market price of our common stock to decline.
We may need to raise funds through additional public or private equity or debt financings in order to:
|
|
|
fund working capital needs; |
|
|
|
acquire additional businesses; |
|
|
|
expand our business into new regions or countries; |
|
|
|
introduce new service offerings and develop existing service offerings; or |
|
|
|
respond to competitive pressures. |
Any additional capital raised through the sale of equity will dilute your percentage ownership in us and may decrease the market price of our common stock. We cannot assure you, however, that we will
be able to raise equity or obtain debt financing when we need it, if at all, or on terms acceptable to us. In addition, our agreement with the underwriters of this offering prohibits us generally from offering or selling shares of our common stock,
or securities convertible into or exchangeable into our common stock, for 90 days from the date of this prospectus without the prior consent of Lehman Brothers.
12
We expect to receive about $73.9 million of net proceeds from the
sale of the 2,100,000 shares of our common stock that we are offering by this prospectus, at an assumed public offering price of $37.75 per share (after deducting underwriting discounts and commissions and estimated offering expenses). We will not
receive any proceeds from the sale of shares of common stock by the selling stockholders.
At September 30,
2002, we owed approximately $138.9 million under our credit facility. We used borrowings from our credit facility, as well as some of our existing cash, to purchase BRS.
Under the provisions of our credit facility, we must apply at least half of the net proceeds that we obtain from a public offering of our equity securities to repay our
borrowings under the facility. We intend to use the net proceeds we receive from this offering to repay $73.9 million of our debt under our credit facility. We intend to use half of these net proceeds to repay a portion of the $74.0 million term
loan under our credit facility and the remainder to repay a portion or all of the revolving credit loan under our credit facility. Bank of America, N.A. and SunTrust Bank, as lenders under our credit facility, will receive their proportionate share
of any repayment of debt from the net proceeds we receive from this offering. Each of these lenders is affiliated with an underwriter of this offering. For more information regarding these affiliations, see UnderwritingOur Relationships
with Underwriters.
Debt under our credit facility bears interest at an annual rate equal to LIBOR plus
an applicable margin or an alternative base rate defined as the higher of (1) the lenders announced prime rate or (2) the federal funds rate plus the sum of 50 basis points and an applicable margin. At September 30, 2002, the interest rate
under the credit facility was 4.95% per annum. If not prepaid, our $24.9 million term loan under our credit facility will mature on December 1, 2005, and our $74.0 million term loan under our credit facility will mature on August 30, 2006. We will
not have any prepayment penalties for early payment of the debt under the credit facility. We discuss the provisions of our credit facility in Managements Discussion and Analysis of Financial Condition and Results of
OperationsLiquidity and Capital Resources.
13
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
Our common stock has been listed on the
New York Stock Exchange under the symbol FCN since August 16, 2001. Prior to that date, our common stock was listed on the American Stock Exchange under the same symbol. The following table shows the high and low closing prices per share
for our common stock for the periods shown, as reported by the New York Stock Exchange or the American Stock Exchange, as applicable. These prices have been adjusted to give effect to the three-for-two stock split we paid as a stock dividend to our
stockholders of record on January 2, 2002.
|
|
High
|
|
Low
|
2000 |
|
|
|
|
First Quarter |
|
$ 5.00 |
|
$ 3.42 |
Second Quarter |
|
7.33 |
|
4.58 |
Third Quarter |
|
7.75 |
|
5.13 |
Fourth Quarter |
|
6.83 |
|
4.17 |
|
2001 |
|
|
|
|
First Quarter |
|
8.67 |
|
5.67 |
Second Quarter |
|
14.53 |
|
8.67 |
Third Quarter |
|
19.60 |
|
12.83 |
Fourth Quarter |
|
22.73 |
|
18.40 |
|
2002 |
|
|
|
|
First Quarter |
|
32.26 |
|
21.47 |
Second Quarter |
|
36.30 |
|
29.90 |
Third Quarter |
|
41.95 |
|
29.01 |
Fourth Quarter (through November 21, 2002) |
|
42.88 |
|
32.75 |
At November 19, 2002, there were about 149 holders of
record of our common stock.
We have never paid cash dividends on our common stock, and we do not intend to
pay dividends in the foreseeable future. Our existing credit facility limits our ability to pay cash dividends. We expect to retain any future profits to repay existing debt and finance our operations for the foreseeable future.
14
The following table shows our cash and cash equivalents and
capitalization at September 30, 2002:
|
|
|
on an actual basis; and |
|
|
|
on an as adjusted basis to give effect to the: |
|
|
|
receipt of the estimated net proceeds from the sale of 2,100,000 shares of our common stock by us in this offering, after deducting estimated underwriting
commissions and offering expenses; and |
|
|
|
retirement of $73.9 million of our debt under our credit facility with the proceeds from this offering. |
You should also refer to our historical consolidated financial statements and our unaudited pro forma consolidated statements of
income, which we have included elsewhere in this prospectus.
|
|
At September 30, 2002
|
|
|
|
Actual
|
|
|
As Adjusted
|
|
|
|
(in thousands, except share amounts) |
|
Cash and cash equivalents |
|
$ |
3,618 |
|
|
$ |
3,618 |
|
|
|
|
|
|
|
|
|
|
Total debt |
|
$ |
138,916 |
|
|
$ |
65,001 |
|
Less current portion |
|
|
16,083 |
|
|
|
16,083 |
|
|
|
|
|
|
|
|
|
|
Total long-term debt |
|
|
122,833 |
|
|
|
48,918 |
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding, actual and as
adjusted |
|
|
|
|
|
|
|
|
Common stock, $0.01 par value, 45,000,000 shares authorized, 23,713,055 shares issued and outstanding, actual and
25,813,055 shares issued and outstanding, as adjusted |
|
|
237 |
|
|
|
258 |
|
Additional paid-in capital |
|
|
193,997 |
|
|
|
267,891 |
|
Unearned compensation |
|
|
(411 |
) |
|
|
(411 |
) |
Retained earnings |
|
|
53,220 |
|
|
|
53,220 |
|
Accumulated other comprehensive loss |
|
|
(838 |
) |
|
|
(838 |
) |
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
246,205 |
|
|
|
320,120 |
|
|
|
|
|
|
|
|
|
|
Total capitalization |
|
$ |
385,121 |
|
|
$ |
385,121 |
|
|
|
|
|
|
|
|
|
|
The table above excludes 3,651,714 shares of our common stock issuable upon the
exercise of stock options outstanding under our stock option plans with a weighted average exercise price of $18.73 per share at September 30, 2002.
15
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
On August 30, 2002, we
acquired BRS for $141.3 million in cash and 3,000,000 shares of our common stock, valued at $101.9 million. We borrowed $119.0 million on August 30, 2002 to pay part of the cash consideration for the BRS acquisition.
The purchase price includes the cash paid at closing, plus the fair market value of our common stock that we delivered to PwC and
estimated acquisition-related costs. The purchase price is summarized as follows (in thousands):
Cash |
|
$ |
140,220 |
Fair value of common stock |
|
|
101,880 |
Estimated transaction costs |
|
|
1,114 |
|
|
|
|
|
|
$ |
243,214 |
|
|
|
|
The 3,000,000 shares of common stock issued for BRS were
valued using the average stock price of FTI for the five day period beginning two days before and ending two days after July 24, 2002, which was the date the transaction was announced. This resulted in an average stock price of $33.96 per share.
The fair values of the acquired BRS assets and liabilities were estimated for the purpose of allocating
the purchase price at the acquisition date. The purchase price of $243.2 million has been assigned to the tangible and intangible assets acquired and liabilities assumed as follows (in thousands):
Current assets at August 30, 2002 |
|
$ |
26,892 |
|
Fair value adjustments: |
|
|
|
|
Identified intangible assets |
|
|
5,100 |
|
Goodwill |
|
|
238,572 |
|
|
|
|
|
|
|
|
|
270,564 |
|
Less liabilities assumed at August 30, 2002 |
|
|
(27,350 |
) |
|
|
|
|
|
|
|
$ |
243,214 |
|
|
|
|
|
|
The accompanying unaudited pro forma consolidated
statements of income for the year ended December 31, 2001 and the nine months ended September 30, 2002 give effect to the acquisition of BRS, including the assumed effects of the debt financing transactions related to the acquisition, as if the
acquisition had occurred on January 1, 2001. BRS operated under a fiscal year ending June 30. The accompanying pro forma consolidated statements of income for both the annual and nine-month period presented have been prepared after adjusting
BRS accounting period to conform to our year end of December 31.
The pro forma adjustments
are described in the accompanying notes and are based upon available information and various assumptions that management believes are reasonable. These adjustments give effect to events directly attributable to the transactions and do not reflect
any restructuring or integration costs, or any potential cost savings or other synergies that management expects to realize as a result of the transaction. The unaudited pro forma consolidated statements of income do not purport to represent what
our results of operations would have actually been had the acquisition occurred on January 1, 2001. The unaudited pro forma consolidated statements of income should be read in conjunction with our historical consolidated financial statements and the
historical financial statements of BRS, which are included elsewhere in this prospectus and together with Managements Discussion and Analysis of Financial Condition and Results of Operations.
16
Unaudited Pro Forma Consolidated Statements of Income
|
|
Year ended December 31, 2001
|
|
|
|
Historical FTI
|
|
|
BRS
|
|
|
Pro Forma Adjustments
|
|
|
Total
|
|
|
|
(in thousands, except per share data) |
|
Revenues |
|
$ |
122,317 |
|
|
$ |
170,689 |
|
|
$ |
(3,445 |
) |
|
(b |
) |
|
$ |
289,561 |
|
Direct cost of revenues |
|
|
59,074 |
|
|
|
80,840 |
(1) |
|
|
28,895 (1,721 (937 |
) ) |
|
(c (d (e |
) ) ) |
|
|
166,151 |
|
Selling, general and administrative expenses |
|
|
33,085 |
|
|
|
30,828 |
|
|
|
(12,183 |
) |
|
(f |
) |
|
|
51,730 |
|
Amortization expense (a) |
|
|
4,235 |
|
|
|
|
|
|
|
3,400 |
|
|
(g |
) |
|
|
7,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
96,394 |
|
|
|
111,668 |
|
|
|
17,454 |
|
|
|
|
|
|
225,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
25,923 |
|
|
|
59,021 |
|
|
|
(20,899 |
) |
|
|
|
|
|
64,045 |
|
Interest expense, net |
|
|
(4,356 |
) |
|
|
(912 |
) |
|
|
(5,832 912 |
) |
|
(h (i |
) ) |
|
|
(10,188 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes |
|
|
21,567 |
|
|
|
58,109 |
|
|
|
(25,819 |
) |
|
|
|
|
|
53,857 |
|
Income taxes |
|
|
8,621 |
|
|
|
|
|
|
|
12,916 |
|
|
(j |
) |
|
|
21,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
12,946 |
|
|
$ |
58,109 |
|
|
$ |
(38,735 |
) |
|
|
|
|
$ |
32,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share from continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic |
|
|
17,841 |
|
|
|
|
|
|
|
3,000 |
|
|
(k |
) |
|
|
20,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, diluted |
|
|
19,631 |
|
|
|
|
|
|
|
3,000 |
|
|
(k |
) |
|
|
22,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2002
|
|
|
|
Historical FTI
|
|
|
BRS(2)
|
|
|
Pro Forma Adjustments
|
|
|
Total
|
|
|
|
(in thousands, except per share data) |
|
Revenues |
|
$ |
133,556 |
|
|
$ |
113,284 |
|
|
$ |
(4,236 |
) |
|
(b |
) |
|
$ |
242,604 |
|
Direct cost of revenues |
|
|
65,512 |
|
|
|
49,669 |
(1) |
|
|
21,050 (2,287 (765 |
) ) |
|
(c (d (e |
) ) ) |
|
|
133,179 |
|
Selling, general and administrative expenses |
|
|
32,796 |
|
|
|
23,662 |
|
|
|
(6,646 |
) |
|
(f |
) |
|
|
49,812 |
|
Amortization expense (a) |
|
|
252 |
|
|
|
|
|
|
|
2,550 |
|
|
(g |
) |
|
|
2,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
98,560 |
|
|
|
73,331 |
|
|
|
13,902 |
|
|
|
|
|
|
185,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
34,996 |
|
|
|
39,953 |
|
|
|
(18,138 |
) |
|
|
|
|
|
56,811 |
|
Interest expense, net |
|
|
(2,582 |
) |
|
|
(154 |
) |
|
|
(4,375 154 |
) |
|
(h (i |
) ) |
|
|
(6,957 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes |
|
|
32,414 |
|
|
|
39,799 |
|
|
|
(22,359 |
) |
|
|
|
|
|
49,854 |
|
Income taxes |
|
|
13,021 |
|
|
|
|
|
|
|
6,976 |
|
|
(j |
) |
|
|
19,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
19,393 |
|
|
$ |
39,799 |
|
|
$ |
(29,335 |
) |
|
|
|
|
$ |
29,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share from continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic |
|
|
20,534 |
|
|
|
|
|
|
|
2,648 |
|
|
(k |
) |
|
|
23,182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, diluted |
|
|
22,011 |
|
|
|
|
|
|
|
2,648 |
|
|
(k |
) |
|
|
24,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The historical financial statements of BRS include direct cost of revenues based on the cost sharing arrangements that existed between BRS and other PwC
business units. These cost sharing arrangements provided that, for all non-BRS personnel assigned to BRS engagements from other PwC business units, BRS would be charged for costs in an amount equal to the revenue generated from the services of the
|
17
|
imported personnel. Accordingly, included in the historical and the pro forma consolidated statements of income for the year ended December 31, 2001 and the nine months ended September 30, 2002
are BRS revenues of $20.9 million and $9.8 million, respectively, without any associated gross margin because an equal amount of direct cost of revenues was also recorded. These cost sharing arrangements with PwC have been terminated as a result of
the acquisition. FTI expects that all post-acquisition BRS engagements will be staffed internally and therefore believes that the lack of any gross margins reported in the accompanying pro forma statements of income is not indicative of the gross
margins that FTI will achieve from the acquired business subsequent to the acquisition. If the cost sharing agreements between PwC and BRS for imported personnel were based on the costs incurred by FTI, FTI believes that the costs in 2001 would have
been approximately $10.0 million lower than the reported amount of $20.9 million. For the nine months ended September 30, 2002, FTI believes that BRS-related costs would have been approximately $5.1 million lower than the reported amount of $9.8
million. See Note (2) below. |
(2) |
Represents operating results of BRS for the eight months ended August 30, 2002. The results of operations for BRS in September 2002 are included in FTIs
historical results. |
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
Adjustments to the unaudited pro forma consolidated statements of income for the year ended
December 31, 2001 and the nine-month period ended September 30, 2002 in connection with the BRS acquisition are presented below:
(a) |
As of January 1, 2002, we adopted Financial Accounting Standards Board Statement No. 142, Goodwill and Other Intangible Assets (Statement
142). Under the new rules, goodwill and other intangible assets deemed to have indefinite lives are no longer amortized but are subject to impairment tests at least annually. Other intangible assets with finite lives continue to be amortized
over their useful lives. |
In accordance with Statement 142, we are no longer amortizing the
$94.0 million of goodwill recorded at December 31, 2001. The goodwill amortization expense for the year ended December 31, 2001 was $5.0 million. All of the pro forma amortization expense recorded for the nine-month period ended September 30, 2002
was attributable to the estimated fair value of other intangible assets with finite lives that were recorded in connection with the BRS acquisition.
(b) |
Adjustment to eliminate the portion of billable revenues of BRS partners and staff working on non-BRS related engagements. Because BRS was a division of a
large, multi-disciplined business, BRS partners and staff could be assigned to non-BRS engagements. The historical financial statements include all revenues generated by BRS partners and staff regardless of the nature of the engagement. This
adjustment adjusts revenues to the amounts generated from the business acquired and eliminates revenue generated from assisting other PwC divisions. FTI will not generate any revenues in the future from assisting other PwC divisions.
|
(c) |
Adjustment to record pro forma compensation expense, including retirement and other benefits, for the former partners of BRS. Historically, the BRS statement of
income excluded payments for partner distribution and profits because partners did not receive salaries as compensation for services, but rather received earnings distributions recorded as a reduction of net assets. In connection with the
acquisition of BRS, we entered into employment contracts with 49 former partners of BRS that provide for the payment of salaries consistent with the amounts received in BRS fiscal year 2002 as earnings distributions. The pro forma adjustment,
consistent with the employment contracts, assumes that earnings distributions to partners for each respective period were expensed as compensation. The component of the pro forma adjustment related to benefits is $1.5 million and $1.0 million for
the year ended December 31, 2001 and the nine months ended September 30, 2002, respectively. These benefit costs are medical, dental insurance, 401(k), and payroll taxes, all of which are based on estimated costs that would have been incurred had
these benefits been in place during the historical periods. |
18
(d) |
Adjustment to eliminate the direct costs, such as partner and staff salaries, related to eliminated revenues generated by BRS partners and staff assigned to
non-BRS engagements, as discussed above in Note (b). These costs were directly related to PwCs ownership of BRS and will not be incurred on an on-going basis. |
(e) |
Adjustment to reduce direct costs for pension expense eliminated in the BRS acquisition. Employee benefit compensation expense under the former PwC defined
benefit and contribution plans for the year ended December 31, 2001 and eight-month period ended August 30, 2002 was $1.3 million and $1.1 million, respectively. Under the FTI defined contribution plan, employee benefit compensation expense related
to BRS personnel for the year ended December 31, 2001 and nine months ended September 30, 2002 would have been $401,000 and $268,000, respectively. |
(f) |
Adjustment to eliminate certain non-recurring selling, general and administrative costs allocated to BRS by PwC. The BRS business has historically operated on a
stand alone basis and has separately incurred and recorded technology services, human resources, finance and accounting and marketing and business development costs. The historical financial statements of BRS also include a charge for firm-wide
management, technology services, human resources, finance and accounting and marketing and business development costs based on an allocation methodology. Because some of these allocated costs fully duplicate costs incurred on a stand-alone basis, we
have made a pro forma adjustment to eliminate such duplicated, allocated overhead costs. |
(g) |
Adjustment to record pro forma amortization expense for the $5.1 million of other intangible assets recorded upon the acquisition of BRS. These intangible
assets consist principally of engagement backlog, intellectual property and non-competition agreements. These assets will be amortized over their estimated useful lives. The weighted-average estimated useful life of these acquired intangible assets
is two years. |
(h) |
Adjustment to record pro forma interest expense. In connection with the acquisition of BRS, we incurred $4.0 million of financing costs that are being amortized
over the average contractual life of the related debt of four years. In addition, we borrowed $119.0 million to pay the cash portion of the acquisition cost. Based on the LIBOR rate in effect at the closing date, the average interest rate associated
with the acquisition related borrowings was 4.3% at the closing date of August 30, 2002. |
(i) |
Adjustment to eliminate the interest expense allocated to BRS by PwC. We assumed no debt from PwC in connection with the BRS acquisition but financed a portion
of the purchase price. We do not expect to borrow any additional amounts to fund the working capital requirements of the acquired business. Pro forma interest expense related to the debt we incurred is adjusted as described in Note (h) above.
|
(j) |
Adjustment to record the pro forma income tax expense for (i) the operations of BRS for which no taxes were provided in the historical financial statements
because BRS was a component of a partnership, and (ii) the estimated tax effects of pro forma adjustments, all at the combined federal and state statutory income tax rate of approximately 40%. |
(k) |
Adjustment to increase the weighted-average shares outstanding for the 3,000,000 shares that we issued upon the acquisition of BRS.
|
19
Unaudited Pro Forma Statements of Income for BRS as a Stand Alone Company
The following unaudited pro forma statements of income are based on the historical financial statements of BRS for the periods
presented, adjusted to present BRS as a company separate from PwC. The pro forma adjustments are described in the notes above and are based upon available information and assumptions that management believes are reasonable.
|
|
Year ended December 31, 2001
|
|
Eight months ended August 30, 2002
|
|
|
BRS
|
|
|
Pro Forma Adjustments
|
|
|
Pro Forma As Adjusted
|
|
BRS
|
|
|
Pro Forma Adjustments
|
|
|
Pro Forma As Adjusted
|
|
|
(in thousands) |
Revenues |
|
$ |
170,689 |
|
|
$ |
(3,445 |
)(b) |
|
$ |
167,244 |
|
$ |
113,284 |
|
|
$ |
(4,236 |
)(b) |
|
$ |
109,048 |
Direct cost of revenues(*) |
|
|
80,840 |
|
|
|
28,895 |
(c) |
|
|
107,077 |
|
|
49,669 |
|
|
|
21,050 |
(c) |
|
|
67,667 |
|
|
|
|
|
|
|
(1,721 |
)(d) |
|
|
|
|
|
|
|
|
|
(2,287 |
)(d) |
|
|
|
|
|
|
|
|
|
|
(937 |
)(e) |
|
|
|
|
|
|
|
|
|
(765 |
)(e) |
|
|
|
Selling, general and administrative expenses |
|
|
30,828 |
|
|
|
(12,183 |
)(f) |
|
|
18,645 |
|
|
23,662 |
|
|
|
(6,646 |
)(f) |
|
|
17,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
111,668 |
|
|
|
14,054 |
|
|
|
125,722 |
|
|
73,331 |
|
|
|
11,352 |
|
|
|
84,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
59,021 |
|
|
|
(17,499 |
) |
|
|
41,522 |
|
|
39,953 |
|
|
|
(15,588 |
) |
|
|
24,365 |
Interest expense, net |
|
|
(912 |
) |
|
|
912 |
(i) |
|
|
|
|
|
(154 |
) |
|
|
154 |
(i) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations before income taxes |
|
|
58,109 |
|
|
|
(16,587 |
) |
|
|
41,522 |
|
|
39,799 |
|
|
|
(15,434 |
) |
|
|
24,365 |
Income taxes |
|
|
|
|
|
|
16,609 |
(j) |
|
|
16,609 |
|
|
|
|
|
|
9,746 |
(j) |
|
|
9,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
58,109 |
|
|
$ |
(33,196 |
) |
|
$ |
24,913 |
|
$ |
39,799 |
|
|
$ |
(25,180 |
) |
|
$ |
14,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
The historical financial statements of BRS include direct cost of revenues based on the cost sharing arrangements that existed between BRS and other PwC
business units. These cost sharing arrangements provided that, for all non-BRS personnel assigned to BRS engagements from other PwC business units, BRS would be charged for costs in an amount equal to the revenue generated from the services of the
imported personnel. Accordingly, included in the historical and the pro forma statements of income for BRS for the year ended December 31, 2001 and the eight months ended August 30, 2002 are BRS revenues of $20.9 million and $9.8 million,
respectively, without any associated gross margin because an equal amount of direct cost of revenues was recorded. These cost sharing arrangements with PwC have been terminated as a result of the acquisition. FTI expects that all post-acquisition
BRS engagements will be staffed internally and therefore believes that the lack of any gross margins reported in the accompanying pro forma statements of income is not indicative of the gross margins that FTI will achieve from the acquired business
subsequent to the acquisition. If the cost sharing agreements between PwC and BRS for imported personnel were based on the costs incurred by FTI, FTI believes that the costs in 2001 would have been approximately $10.0 million lower than the reported
amount of $20.9 million. For the eight months ended August 30, 2002, FTI believes that costs would have been approximately $5.1 million lower than the reported amount of $9.8 million. |
20
The selected historical consolidated financial data for FTI at
December 31, 2000 and 2001 and for the three years ended December 31, 2001 have been derived from FTIs audited consolidated financial statements previously filed with the SEC and included elsewhere in this prospectus. The selected historical
consolidated balance sheet data of FTI at December 31, 1997, 1998 and 1999 and the selected historical consolidated statement of income data of FTI for the years ended December 31, 1997 and 1998 have been derived from FTIs audited consolidated
financial statements previously filed with the SEC but not included in this prospectus. FTIs selected unaudited interim financial data included in this prospectus was derived from its books and records and, in the opinion of management,
contain all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of its financial position and results of operations at and for such periods. The results of operations for any interim period are not
necessarily indicative of the results of operations to be expected for the full year.
The selected historical
financial data for BRS at June 30, 2000, 2001 and 2002 and for the three fiscal years then ended have been derived from BRS audited financial statements included in this prospectus.
When you read this selected financial data it is important that you read along with it the historical financial statements and related notes included elsewhere in this
prospectus as well as Managements Discussion and Analysis of Financial Condition and Results of Operations.
Selected Historical Consolidated Financial Data of FTI
|
|
Year ended December 31,
|
|
|
Nine months ended September
30,
|
|
|
|
1997(1)
|
|
|
1998(2)
|
|
|
1999
|
|
|
2000(3)
|
|
|
2001
|
|
|
2001
|
|
|
2002(4)
|
|
|
|
(in thousands, except percentages and per share data) |
|
Statement of Income Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
32,175 |
|
|
$ |
35,771 |
|
|
$ |
48,914 |
|
|
$ |
95,532 |
|
|
$ |
122,317 |
|
|
$ |
91,826 |
|
|
$ |
133,556 |
|
Direct cost of revenues |
|
|
17,537 |
|
|
|
19,752 |
|
|
|
25,600 |
|
|
|
48,979 |
|
|
|
59,074 |
|
|
|
46,704 |
|
|
|
65,512 |
|
Selling, general and administrative expenses |
|
|
12,604 |
|
|
|
12,895 |
|
|
|
16,532 |
|
|
|
23,920 |
|
|
|
33,085 |
|
|
|
23,608 |
|
|
|
32,796 |
|
Amortization of goodwill and other intangible assets |
|
|
59 |
|
|
|
681 |
|
|
|
1,554 |
|
|
|
3,942 |
|
|
|
4,235 |
|
|
|
3,156 |
|
|
|
252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
30,200 |
|
|
|
33,328 |
|
|
|
43,686 |
|
|
|
76,841 |
|
|
|
96,394 |
|
|
|
73,468 |
|
|
|
98,560 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
1,975 |
|
|
|
2,443 |
|
|
|
5,228 |
|
|
|
18,691 |
|
|
|
25,923 |
|
|
|
18,358 |
|
|
|
34,996 |
|
Interest income (expense), net |
|
|
173 |
|
|
|
(1,163 |
) |
|
|
(4,014 |
) |
|
|
(10,771 |
) |
|
|
(4,356 |
) |
|
|
(3,533 |
) |
|
|
(2,582 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes and extraordinary item |
|
|
2,148 |
|
|
|
1,280 |
|
|
|
1,214 |
|
|
|
7,920 |
|
|
|
21,567 |
|
|
|
14,825 |
|
|
|
32,414 |
|
Income taxes |
|
|
899 |
|
|
|
583 |
|
|
|
402 |
|
|
|
3,262 |
|
|
|
8,621 |
|
|
|
6,148 |
|
|
|
13,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before extraordinary item |
|
$ |
1,249 |
|
|
$ |
697 |
|
|
$ |
812 |
|
|
$ |
4,658 |
|
|
$ |
12,946 |
|
|
$ |
8,677 |
|
|
$ |
19,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before extraordinary item per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.18 |
|
|
$ |
0.10 |
|
|
$ |
0.11 |
|
|
$ |
0.44 |
|
|
$ |
0.72 |
|
|
$ |
0.50 |
|
|
$ |
0.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.18 |
|
|
$ |
0.09 |
|
|
$ |
0.11 |
|
|
$ |
0.39 |
|
|
$ |
0.66 |
|
|
$ |
0.45 |
|
|
$ |
0.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
6,794 |
|
|
|
7,088 |
|
|
|
7,308 |
|
|
|
10,612 |
|
|
|
17,841 |
|
|
|
17,318 |
|
|
|
20,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
7,047 |
|
|
|
7,615 |
|
|
|
7,543 |
|
|
|
11,988 |
|
|
|
19,631 |
|
|
|
19,229 |
|
|
|
22,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
$ |
2,800 |
|
|
$ |
3,327 |
|
|
$ |
3,093 |
|
|
$ |
6,640 |
|
|
$ |
4,366 |
|
|
$ |
2,485 |
|
|
$ |
5,949 |
|
EBITDA (5) |
|
$ |
4,349 |
|
|
$ |
4,753 |
|
|
$ |
8,595 |
|
|
$ |
24,865 |
|
|
$ |
33,399 |
|
|
$ |
23,851 |
|
|
$ |
38,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA margin (6) |
|
|
13.5 |
% |
|
|
13.3 |
% |
|
|
17.6 |
% |
|
|
26.0 |
% |
|
|
27.3 |
% |
|
|
26.0 |
% |
|
|
28.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
At December 31,
|
|
At September 30,
|
|
|
1997
|
|
1998
|
|
1999
|
|
2000
|
|
2001
|
|
2001
|
|
2002
|
|
|
(in thousands) |
Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
2,456 |
|
$ |
3,223 |
|
$ |
5,046 |
|
$ |
3,235 |
|
$ |
12,856 |
|
$ |
2,820 |
|
$ |
3,618 |
Working capital |
|
|
10,634 |
|
|
9,071 |
|
|
19,233 |
|
|
20,163 |
|
|
28,766 |
|
|
25,680 |
|
|
15,049 |
Total assets |
|
|
29,176 |
|
|
80,280 |
|
|
84,840 |
|
|
149,246 |
|
|
159,098 |
|
|
151,823 |
|
|
447,015 |
Long-term debt |
|
|
1,930 |
|
|
46,280 |
|
|
42,727 |
|
|
60,500 |
|
|
28,166 |
|
|
33,750 |
|
|
138,916 |
Total stockholders equity |
|
|
21,019 |
|
|
25,594 |
|
|
30,252 |
|
|
68,624 |
|
|
105,136 |
|
|
97,147 |
|
|
246,205 |
(1) |
In September 1997, we acquired L.W.G., Inc. and subsidiary, and Bodaken & Associates in business combinations accounted for as purchases.
|
(2) |
In June 1998, we acquired Klick, Kent & Allen, Inc. In September 1998, we acquired S.E.A., Inc., Kahn Consulting, Inc. and KCI Management Corp. These
business combinations were accounted for as purchases. |
(3) |
Effective January 31, 2000, we acquired Policano & Manzo, L.L.C. in a business combination accounted for as a purchase. |
(4) |
On August 30, 2002, we acquired BRS in a business combination accounted for as a purchase. |
(5) |
EBITDA refers to earnings before taxes, net interest expense and depreciation and amortization. Because all companies do not calculate EBITDA or similarly
titled financial measures in the same manner, other companies disclosures of EBITDA may not be comparable with EBITDA as we calculate it. EBITDA should not be considered as an alternative to net income or loss (as an indicator of operating
performance) or as an alternative to cash flow (as a measure of liquidity or ability to service debt obligations) and is not a measure of performance or financial condition under generally accepted accounting principles. EBITDA is intended to
provide additional information for evaluating the ability of an entity to meet its financial obligations. |
(6) |
EBITDA margin equals EBITDA divided by our total revenues for each period presented, in percentage format. |
22
Selected Historical Financial Data of BRS
|
|
Fiscal year ended June 30,
|
|
|
2000
|
|
2001
|
|
2002
|
|
|
(in thousands, except per share data) |
Statement of Income Data: |
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
141,093 |
|
$ |
156,948 |
|
$ |
179,262 |
|
|
|
|
|
|
|
|
|
|
Cost of services (1) |
|
|
60,744 |
|
|
64,943 |
|
|
64,642 |
Reimbursables and subcontractor costs |
|
|
9,401 |
|
|
12,844 |
|
|
14,275 |
|
|
|
|
|
|
|
|
|
|
Total costs of services (1) |
|
|
70,145 |
|
|
77,787 |
|
|
78,917 |
Selling, general and administrative expenses (1) |
|
|
30,851 |
|
|
28,387 |
|
|
33,542 |
|
|
|
|
|
|
|
|
|
|
Operating income (1) |
|
|
40,097 |
|
|
50,774 |
|
|
66,803 |
Interest expense and other |
|
|
422 |
|
|
715 |
|
|
603 |
Other expense |
|
|
364 |
|
|
605 |
|
|
584 |
|
|
|
|
|
|
|
|
|
|
Income before partner distributions and benefits (1) |
|
$ |
39,311 |
|
$ |
49,454 |
|
$ |
65,616 |
|
|
|
|
|
|
|
|
|
|
(1) |
Excludes payments for partner distributions and benefits. |
|
|
At June 30,
|
|
|
|
2000
|
|
2001
|
|
|
2002
|
|
|
|
(in thousands) |
|
Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
Working capital |
|
$ |
2,266 |
|
$ |
(3,007 |
) |
|
$ |
(19,932 |
) |
Total assets |
|
|
21,583 |
|
|
33,556 |
|
|
|
35,541 |
|
Total liabilities and PwC U.S. investment |
|
|
21,583 |
|
|
33,556 |
|
|
|
35,541 |
|
23
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read together with our consolidated financial
statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in those forward-looking
statements as a result of certain factors, including, but not limited to, those described under Risk Factors or in other portions of this prospectus.
Overview
We are one of the largest U.S.
providers of turnaround, restructuring, bankruptcy and related consulting services. Our highly skilled professionals assist distressed companies in improving their financial position, or their creditors or other stakeholders in maximizing recovery
of their claims. We also provide other consulting services such as corporate recovery, forensic accounting, fraud investigation and asset tracing, regulatory, intellectual property and mergers and acquisitions advisory services. Our trial support
practice group advises clients in all phases of litigation, including pre-filing, discovery, jury selection, trial preparation, expert testimony and the actual trial.
Our direct cost of revenues consists primarily of employee compensation and related payroll benefits, the cost of outside consultants assigned to revenue-generating
activities and other related expenses billable to clients. In 2001, our direct costs were 48.3% of revenues, consistent with our long-term 50.0% target and an improvement from 51.3% in 2000. For the nine months ended September 30, 2002, our direct
costs were 49.1% of revenues, consistent with our overall long-term 50.0% target and with the corresponding nine months of 2001.
Selling, general and administrative expenses consist primarily of salaries and benefits paid to office and corporate staff, as well as rent, marketing, corporate overhead expenses and depreciation and amortization of
property and equipment. In 2001, selling, general and administrative expenses, including depreciation and amortization of property and equipment, accounted for about 27.0% of our revenues, approximately the same as the 25.0% result in 2000. Our
corporate overhead costs, which are included in selling, general and administrative expenses, represented about 6.3% of revenues in 2001 and 5.9% in 2000. For the nine months ended September 30, 2002, selling, general and administrative expenses,
including depreciation and amortization of property and equipment, accounted for about 24.6% of our revenues, an improvement from the 25.7% experienced for the nine months ended September 30, 2001 and consistent with our long-term target of 25.0%
excluding depreciation and amortization. Our corporate overhead costs, which are included in selling, general and administrative expenses, represented about 7.6% of revenues for the nine months ended September 30, 2002 and 7.8% in the same period of
2001.
We had goodwill related to our continuing operations of about $318.2 million at September 30, 2002
that we recorded principally from business combinations that we completed in the last five years, including $238.6 million related to our acquisition of BRS and $3.8 million related to our acquisition of TFC, both during 2002. This goodwill
represented about 71.2% of our total assets at September 30, 2002. As of January 1, 2002, we no longer amortize this goodwill, but rather make annual assessments of impairment. Our applied sciences practice group had goodwill of approximately $14.4
million at September 30, 2002.
Recent Developments
Acquisition of BRS
On August 30, 2002, we acquired BRS for $141.3 million in cash and 3,000,000 shares of our common stock valued at $101.9 million. On a pro forma basis, as adjusted to present BRS as a company separate from PwC, BRS had revenues of
$167.2 million and operating income of $41.5 million for the year ended December 31, 2001, and revenues of $109.0 million and operating income of $24.4 million for the eight-month period ended August 30, 2002.
24
Pending Sale of Our Applied Sciences Practice Group
In July 2002, we committed to a plan to sell our applied sciences practice group, which we
previously reported as a separate segment. The asset disposal group comprising the applied sciences practice group is available for immediate sale in its present condition, subject only to the terms that are usual and customary for sales of such
asset disposal groups. An active program to locate a buyer, and other actions required to complete the plan to sell, have been initiated.
The sale of the asset disposal group is considered probable and is expected to be completed prior to July 2003. Actions necessary to complete the plan indicate that it is unlikely significant changes
to the plan will be made or that the plan will be withdrawn.
The assets comprising the applied sciences
asset disposal group are measured at the lower of their carrying amount or estimated fair value less cost to sell. Property and equipment held for sale with a carrying value of $1.6 million are no longer being depreciated. We currently expect to
recover the carrying value of the assets of the disposal group, which was $28.6 million at September 30, 2002. However, it is reasonably possible that the ultimate amount realized from the sale may be less than the carrying value. Depending on the
sale price and the tax structure of the transaction, the amount realized after taxes from the sale may be less than the carrying value.
Because the operations and cash flows of the applied sciences practice group will be eliminated from our ongoing operations as a result of the pending disposal transaction, and because we will not have
any significant continuing involvement in the held for sale operations after the disposal transaction, the results of the applied sciences practice groups operations are reported for all periods presented as a separate component of income, net
of income taxes.
Critical Accounting Policies
General. Our discussion and analysis of our financial condition and results of operations are based on our 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. On an ongoing basis, we evaluate our estimates, including those related to bad debts, goodwill, income taxes and contingencies. We base our estimates on
historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which 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.
We believe that the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
Revenue Recognition. We derive substantially all of our revenue from providing professional services to our clients. Most of
these services are rendered under arrangements that require the client to pay us a fee for the hours that we incur at agreed-upon rates. We also bill our clients for the cost of the production of our work products and other direct expenses that we
incur on behalf of the client, such as travel costs and materials that we purchase to produce presentations for courtroom proceedings. We recognize our revenue from professional services as work is performed and expenses are incurred. The basis for
our policy is the fact that we normally obtain engagement letters or other agreements from our clients prior to performing any services. In these letters and other agreements, the clients acknowledge that they will pay us based upon our time spent
on the matter and at our agreed-upon hourly rates. Revenues recognized but not yet billed to clients, have been recorded as unbilled receivables in the accompanying consolidated balance sheets. Billings in excess of services provided represents
amounts billed to clients, such as retainers, in advance of work being performed.
25
Some clients pay us retainers before we begin any work for them. We hold
retainers on deposit until we have completed the work. We apply these retainers to final billings or refund any excess over the final amount billed to clients, as appropriate, upon our completion of the work. If the client is in bankruptcy, fees for
our professional services are subject to approval by the court. In some cases, a portion of the fees to be paid to us by a client is required to be held by a court until completion of our work. We make the initial determination whether to record all
or a portion of such a holdback as revenue prior to collection on a case-by-case basis.
Bad
Debts. We also maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our clients to pay our fees or for disputes that affect our ability to fully collect our billed
accounts receivable as well as potential fee reductions imposed by bankruptcy courts. We estimate this allowance by reviewing the status of past-due accounts and recording general reserves based on our experiences in these cases and historical bad
debt expense. Our actual experience has not varied significantly from our estimates. However, if the financial condition of our clients were to deteriorate, resulting in their inability to pay our fees, we may need to record additional allowances in
future periods. This risk is mitigated by the retainers that we require from some of our clients prior to performing significant services.
We believe that the addition of BRS will not have a significant effect on our bad debt expense as a percentage of revenue.
Goodwill. We have remaining goodwill from continuing operations of about $318.2 million at September 30, 2002 that we recorded for business combinations that we
completed principally in the last five years. In prior years, this goodwill had been amortizing over 20 to 25 year periods and resulted in amortization expense approximating $4.2 million in 2001. As of January 1, 2002, we adopted Financial
Accounting Standards Board Statement No. 142, Goodwill and Other Intangible Assets (Statement 142). Under the new rules, goodwill and other intangible assets deemed to have indefinite lives are no longer amortized but are subject
to annual impairment tests in accordance with the Statement. Accordingly, we no longer amortize this goodwill, but rather make annual assessments of impairment. During the second quarter of 2002, we completed the transitional impairment tests
required by Statement 142 for this goodwill as of January 1, 2002. No impairment of goodwill was identified as a result of these tests. In the future, we will be making impairment tests during the fourth quarter of each year. In making these
impairment assessments, we must make subjective judgments regarding estimated future cash flows and other factors to determine the fair value of the reporting units of our business that are associated with this goodwill. It is possible that these
judgments may change over time as market conditions or our strategies change, and these changes may cause us to record impairment charges to adjust our goodwill to its estimated fair value.
Effect of Recent Accounting Pronouncements
As of January 1, 2002, the Company adopted Financial Accounting Standards Board Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (Statement 144). Statement 144 supersedes and serves
to clarify and further define the provisions of Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and provides a single accounting model for
long-lived assets to be disposed of.
Statement 144 does not apply to goodwill and other intangible
assets that are not amortized, and retains the Company's current policy to recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable from its undiscounted future cash flows and to measure the impairment loss
as the difference between the carrying amount and the fair value of the asset.
In April 2002, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standard No. 145, Recission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections (Statement 145). Among
other changes, Statement 145 rescinds Statement 4, which required all gains and losses from extinguishment of debt to be aggregated and classified as an extraordinary
26
item, net of the related tax effect. Statement 145 provides that gains and losses from extinguishment of debt should be classified as extraordinary items only if they are unusual or infrequent or
they otherwise meet the criteria for classification as an extraordinary item, and observes that debt extinguishment transactions would seldom, if ever, result in extraordinary item classification of the resulting gains and losses. We will adopt
Statement 145 in January 2003, and upon adoption, we will report as other expenses any extraordinary losses that we incur upon the extinguishment of our debt. In addition, when we present for comparative purposes financial statements issued prior to
December 31, 2002, we will reclassify to other expenses any extraordinary losses that we recorded upon the early extinguishment of debt in those periods. In 2000, we reported a $5.4 million loss from the early extinguishment of certain debt. We may
incur an extraordinary loss from the early extinguishment of our debt from this offering, as well as from application of the proceeds from our intended sale of our applied sciences practice group if the sale occurs in 2002.
In July 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 146, Accounting for Costs
Associated with Exit or Disposal Activities (Statement 146). Statement 146 supersedes EITF Issue No. 94-3 Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. Statement 146
requires that costs associated with an exit or disposal plan be recognized when incurred rather than at the date of a commitment to an exit or disposal plan. Statement 146 is to be applied prospectively to exit or disposal activities initiated after
December 31, 2002. We do not expect that our adoption of Statement 146 will have a material effect on our reported results of operations and financial position.
Recent Acquisitions
We have made three acquisitions since the beginning of 2000,
each of which was treated as a purchase business combination for accounting purposes:
Company
|
|
Date Acquired
|
|
Purchase Price
|
|
Goodwill and Other Intangibles Recorded
|
|
Sources of Cash Financing
|
|
Services
|
|
|
|
|
(in table, dollars in millions) |
|
|
|
|
U.S. BRS division of PwC |
|
Aug. 2002 |
|
$243.2, in cash and stock(1) |
|
|
$243.7 |
|
Bank financing and our available cash |
|
Turnaround, restructuring and bankruptcy consulting |
|
Technology & Financial Consulting, Inc. |
|
Jan. 2002 |
|
$4.1, in cash and stock(2) |
|
$ |
3.8 |
|
Available cash |
|
Intellectual property consulting |
|
Policano & Manzo, L.L.C. |
|
Feb. 2000 |
|
$54.9, in cash and stock(3) |
|
$ |
52.2 |
|
Bank financing and our available cash |
|
Turnaround, restructuring and bankruptcy consulting |
(1) |
The purchase price consisted of $22.3 million of available cash, incurred debt of $119.0 million and 3,000,000 shares of common stock valued at $101.9 million.
|
(2) |
The purchase price consisted of $3.1 million of available cash, and 46,216 shares of common stock valued at $1.0 million. |
(3) |
The purchase price consisted of $1.9 million of available cash, incurred debt of $47.5 million and 1,222,000 shares of common stock valued at $5.5 million.
|
27
Results of Continuing Operations
Nine Months Ended September 30, 2002 and 2001
Revenues. Revenues from continuing operations for the nine months ended September 30, 2002 increased 45.5% to $133.6 million compared
with $91.8 million in the same period in 2001. This growth was primarily attributable to our ability to recruit seasoned financial professionals to meet the continued strong demand for our consulting services, as well as the acquisitions of TFC and
BRS during the year. During the first quarter of 2002, we also raised our professional rates by an average of 8%. We believe that the market demand for our services will continue to remain strong throughout the remainder of 2002. The new practice
areas we added during the year have contributed to the revenues and operating income during the first three quarters of 2002.
Direct Cost of Revenues. Direct cost of revenues of our continuing operations was 49.1% of our total revenues during the first nine months of 2002 and 50.9% in the same period in 2001.
The improvement in 2002 resulted primarily from the relative growth of our turnaround, restructuring and bankruptcy practice area, which has a somewhat higher gross margin than our other practice areas.
Selling, General and Administrative Expenses. As a percent of our total revenues, these expenses,
which include depreciation and amortization of property and equipment, were 24.6% in the first nine months of 2002, and 25.7% in the same period in 2001. This decline is primarily the result of the growth in our turnaround, restructuring and
bankruptcy services, which have a lower selling and general administrative expense as a percent of revenues than our other practice areas.
Amortization of Goodwill and Other Intangible Assets. As required by Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, we
no longer amortize goodwill, beginning January 1, 2002. Amortization of goodwill of continuing operations during the first three quarters of 2001 was $3.2 million. In connection with the acquisition of BRS, we recorded approximately $5.1 million of
other intangible assets, consisting primarily of client backlog, which are being amortized over their useful lives ranging from 18 to 36 months. The value and useful lives of other intangible assets were determined through an appraisal. We began to
amortize these other intangible assets in September 2002, and amortization expense in the third quarter of 2002 was $252,000.
Interest Income and Expense, Net. Net interest expense consisted primarily of interest on debt we incurred to purchase businesses over the past several years. Interest rates during 2002
have been lower than in the prior year. As a result, interest expense during the first three quarters of 2002 was $2.7 million, compared to $3.7 million during the same period of the prior year despite our additional borrowings in August 2002 to
acquire BRS.
Income Taxes. Our effective tax rate for continuing
operations throughout the first three quarters of 2002 is 40.3%, compared to 40.0% for the same period in 2001. We expect our effective tax rate from continuing operations to approximate 40.0% for 2002.
Years Ended December 31, 2001, 2000, and 1999
Revenues. Total revenues in 2001 increased 28.0% to $122.3 million from $95.5 million in 2000. We believe revenues grew during 2001
primarily as a result of our ability to recruit seasoned financial professionals to meet the continued strong demand for our services in both restructuring and turnaround activities and the forensic accounting and strategic consulting portions of
the business, coupled with increases in professional rates. We added several new practice areas in early 2002, including crisis management, intellectual property litigation consulting, electronic evidence discovery, and utility regulatory financial
consulting.
Total revenues in 2000 increased 95.3% to $95.5 million from $48.9 million in 1999,
primarily as the result of our acquisition of Policano & Manzo, LLC (P&M) early in 2000 and the successful integration of its
28
financial professionals into our existing practices. Our headcount at year-end 2000 increased by approximately 50% when compared to the prior year, as the result of the acquisition of P&M and
our successful recruiting efforts.
Direct Cost of Revenues. Direct
cost of revenues was 48.3% of our total revenues in 2001, 51.3% in 2000 and 52.3% in 1999. The improvement in 2001 resulted primarily from the broader implementation of incentive compensation programs that promote increased billable hours by our
professional staff, and the continued strong demand for our services. Employee compensation accounted for 75% of direct cost of revenues in 2001.
Selling, General and Administrative Expenses. As a percent of our total revenues, selling, general, and administrative expenses, which include depreciation and
amortization of property and equipment, were 27.0% in 2001, 25.0% in 2000 and 33.8% in 1999. The slight increase in 2001 is the result of costs incurred to open larger offices in several major cities, including New York and Washington, DC. The
decrease in 2000 is the result of the substantial increases in revenues, since selling, general and administrative expenses, such as rent, are relatively fixed costs.
Amortization of Goodwill. Annual amortization of goodwill increased from $3.9 million in 2000 to $4.2 million in 2001, primarily as a
result of additional contingent consideration related to our acquisitions. Amortization of goodwill increased from $1.6 million in 1999 primarily as a result of the P&M acquisition.
Interest Income and Expense, Net. Interest expense consisted primarily of interest on debt we incurred to purchase businesses over
the past several years. Interest expense decreased substantially in 2001 as compared to 2000 because interest rates were lower and we were able to retire $32.3 million of our debt. We used cash generated from operations, the proceeds of an equity
offering in October 2000 and proceeds from the exercise of options and warrants to pay down debt. We achieved lower interest rates by refinancing our outstanding debt in late 2000 and experienced declining market interest rates on our revolving
credit facility.
Income Taxes. Our effective tax rate decreased to
40.0% in 2001 from 41.2% in 2000, principally because the increase in our net income diluted the effect of non-deductible goodwill amortization. See Note 8 of Notes to Consolidated Financial Statements for a reconciliation of the federal statutory
rate to our effective tax rates during each of these years, and a summary of the components of our deferred tax assets and liabilities.
Extraordinary Loss on Early Extinguishment of Debt, Net of Income Taxes. As a result of the write-off of unamortized debt discount and deferred financing costs
associated with the debt that we refinanced or retired early in 2000, we had a $5.4 million loss on early extinguishment of debt, net of taxes in 2000.
Liquidity and Capital Resources
During the nine months
ended September 30, 2002, net cash provided by our operations was about $28.4 million as compared to about $19.4 million for the comparable period in 2001. Net cash provided by operating activities was $35.4 million in 2001, $15.6 million in 2000,
and $8.4 million in 1999. We continue to finance operations and capital expenditures solely through cash flows from operations. Cash flows from operations have improved year-over-year since 1999 primarily due to increases in net income. During the
nine months ended September 30, 2002, this increase occurred primarily because our total revenues from continuing operations increased by 45.5%, while our direct cost of revenues and our selling, general and administrative expenses declined as a
percentage of revenues. Additionally, we realized a $9.1 million income tax benefit from stock option exercises that further increased our cash flows from operations during the nine months ended September 30, 2002.
Our operating assets and liabilities consist primarily of billed and unbilled accounts receivable, accounts payable and accrued expenses
and accrued compensation expense. Changes in these balances are affected by the timing of billings and collections of receivables as well as payments for compensation arrangements. During the
29
nine months ended September 30, 2002, changes in operating assets and liabilities reduced cash flow from operations by $8.2 million. This was primarily because our billed and unbilled accounts
receivables grew by $16.2 million during the nine months ended September 30, 2002. Billed and unbilled accounts receivable, net of allowance for doubtful accounts, increased due to the additional clients obtained through our acquisition of BRS and
continued strong demand for our financial consulting services throughout 2002. Our average collection period did not vary significantly from 2001 to 2002. Our customary collection terms range from 30 to 60 days for all of our clients. We do not
expect our collection trends to change significantly as a result of the acquisition of BRS.
During the
nine months ended September 30, 2002, we spent $5.9 million for net additions to property and equipment, primarily for expansion of one of our major offices and investments in technology and equipment for our new practice areas. During all of 2002,
we expect to spend approximately $8.0 million for property and equipment additions, including $2.0 million related to the integration of BRS. This trend in investing activities, after giving effect to the recent acquisition of BRS, is in line with
our historical net additions to property and equipment of $4.4 million in 2001, $6.6 million in 2000 and $3.1 million in 1999. In 2003, we expect to spend approximately $10.0 million for property and equipment additions, including $4.0 million
related to the integration of BRS. We had no outstanding purchase commitments at September 30, 2002.
Our
investment activities during the nine months ended September 30, 2002 included the acquisition of two businesses. We paid $3.1 million in cash as part of the purchase price to acquire Technology & Financial Consulting, Inc., which provides
intellectual property consulting services. We paid $141.3 million in cash as part of the purchase price to acquire BRS.
Our financing activities in all periods have consisted principally of borrowings and repayments under long-term debt arrangements as well as issuances of common stock and exercises of warrants and stock options. Net borrowings or
repayments under debt arrangements consisted of a $32.3 million repayment in 2001, a $20.7 million borrowing in 2000 and a $2.5 million repayment in 1999. We borrowed $119.0 million in the third quarter of 2002 to acquire BRS. During the nine months
ended September 30, 2002, we repaid $8.3 million in debt. At September 30, 2002, we had availability under our revolving line of credit of $60.0 million.
During the nine months ended September 30, 2002, stock options to purchase 956,296 shares of our common stock were exercised and 111,661 shares of our common stock were
issued under our employee stock purchase plan. These exercises and issuances generated $15.7 million in cash (including the $9.1 million income tax benefit from the stock option exercises).
On August 30, 2002, we completed the acquisition of BRS. The purchase price consisted of $141.3 million in cash plus 3,000,000 shares of our common stock. We
financed the cash portion of the purchase price from our existing cash and a new bank credit facility, which consists of an additional term loan of $74.0 million and a revolving credit line of $100.0 million. We acquired BRS related accounts
receivable, unbilled receivables and obligations to perform services under retainers but did not acquire BRS related cash.
On August 30, 2002, we terminated our previous credit facility and entered into the new credit facility in connection with our acquisition of BRS. The new credit facility consisted of our then existing term loan for
$26.0 million, a new term loan for $74.0 million and a new revolving credit facility for $100.0 million. On September 30, 2002, we repaid $1.1 million of the $26.0 million term loan. Our debt under the credit facility bears interest at an
annual rate equal to LIBOR plus an applicable margin or an alternative base rate defined as the higher of (1) the lenders announced prime rate or (2) the federal funds rate plus the sum of 50 basis points and an applicable margin. If not
prepaid, our $24.9 million term loan will mature on December 1, 2005, and our $74.0 million term loan will mature on August 30, 2006. Under the credit facility, we have granted the lenders a security interest in substantially all of our assets. At
September 30, 2002, we had outstanding aggregate debt under the credit facility of $138.9 million, bearing interest at 4.95% per annum. We will not be subject to any penalties for early payment of the debt under the credit facility. Under the
provisions of the credit facility, we
30
must apply at least half of the net proceeds that we obtain from any public offering of our equity securities to repayment of the debt. Because of our increased debt, we anticipate higher
interest expenses for the remainder of 2002 and thereafter. We will apply all of our net proceeds of the offering to reduce our outstanding debt. Also, we expect to use cash flows from our operations to further reduce our debt. Assuming we do not
make any acquisitions, we expect to repay all amounts under the credit facility by the end of 2003.
We
intend to sell our applied sciences practice group, and we expect to complete the sale prior to July 2003. Depending on the sale price and the tax structure of the transaction, the amount realized after taxes from the sale may be less than the
carrying value. Under the credit facility, we are required to apply all of the proceeds from the sale to reduce our outstanding aggregate debt under the facility.
We expect that cash generated from our operations and cash available under our credit facility will be sufficient to meet our normal operating requirements for the
foreseeable future.
Below is a summary of our contractual obligations and commitments at September 30, 2002:
|
|
Payments Due by Period
|
|
|
|
(in thousands) |
|
Contractual Obligations
|
|
Total
|
|
|
2002
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
Thereafter
|
|
Long-term debt |
|
$ |
138,916 |
|
|
$ |
1,083 |
|
|
$ |
20,000 |
|
|
$ |
26,417 |
|
|
$ |
30,000 |
|
|
$ |
61,416 |
|
Operating leases |
|
|
34,582 |
|
|
|
1,468 |
|
|
|
5,876 |
|
|
|
5,576 |
|
|
|
5,235 |
|
|
|
16,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total obligations |
|
$ |
173,498 |
|
|
$ |
2,551 |
|
|
$ |
25,876 |
|
|
$ |
31,993 |
|
|
$ |
35,235 |
|
|
$ |
77,843 |
|
Operating leases of discontinued operations |
|
|
(5,924 |
) |
|
|
(403 |
) |
|
|
(1,568 |
) |
|
|
(1,365 |
) |
|
|
(1,349 |
) |
|
|
(1,239 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total obligations of continuing operations |
|
$ |
167,574 |
|
|
$ |
2,148 |
|
|
$ |
24,308 |
|
|
$ |
30,628 |
|
|
$ |
33,886 |
|
|
$ |
76,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As adjusted long-term debt (1) |
|
$ |
65,001 |
|
|
$ |
1,083 |
|
|
$ |
20,000 |
|
|
$ |
26,417 |
|
|
$ |
14,459 |
|
|
$ |
3,042 |
|
Operating leases from continuing operations |
|
|
28,658 |
|
|
|
1,065 |
|
|
|
4,308 |
|
|
|
4,211 |
|
|
|
3,886 |
|
|
|
15,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As adjusted total obligations (1) |
|
$ |
93,659 |
|
|
$ |
2,148 |
|
|
$ |
24,308 |
|
|
$ |
30,628 |
|
|
$ |
18,345 |
|
|
$ |
18,230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
We calculated as adjusted information assuming our repayment of $73.9 million of our debt under our credit facility with the estimated net proceeds from the
sale of shares by us in this offering. This information does not give effect to our planned sale of the applied sciences practice group (which would lower the amount of our debt and the number of leases) or any additional leases we may enter into as
we integrate BRS. We intend to relocate BRS as soon as possible and expect to obtain additional leased facilities on commercially reasonable terms. |
Quantitative And Qualitative Disclosures About Market Risk
We are subject to market risk associated with changes in interest rates on our variable rate debt. In the past, we have managed this risk by entering into interest rate swaps. These hedges reduce our exposure to rising interest
rates, but also reduce the benefits we would have otherwise received from lower interest rates. We do not anticipate entering into new interest rate swaps in 2002.
Interest rate swaps with notional principal amounts of $24.9 million at September 30, 2002, were designated as hedges against outstanding debt and were used to convert the
interest rate on our variable rate debt to fixed rates for the life of the swap. Without giving effect to our hedge, our interest rate would have been 4.09% at September 30, 2002, but because of the hedge, the rate was 8.39% at that date. Because of
the effectiveness of our hedge of variable interest rates associated with our debt, the change in fair value of our interest rate swaps resulting from changes in market interest rates is reported as a component of other comprehensive income (loss).
31
Introduction
We are one of the largest U.S. providers of turnaround, restructuring, bankruptcy and related consulting services. Our highly skilled professionals assist distressed
companies in improving their financial position or their creditors or other stakeholders in maximizing recovery of their claims. We quickly analyze and implement an array of strategic alternatives, such as rightsizing infrastructure, improving
working capital management, selling non-core assets or business units and restructuring capital. Through our corporate recovery services, we can help financially distressed companies implement their plans by providing interim management teams. Our
teams of professionals have extensive experience in crisis management, negotiations of complex mergers, acquisitions and capital restructurings, as well as the liquidation of surplus assets.
We also help clients in all phases of litigation, including pre-filing, discovery, jury selection, trial preparation, expert testimony and the actual trial. We assist with
refining issues in litigation and venue selection, and provide fraud investigation and securities litigation assistance. Our trial graphics and technology and electronic evidence experts assist clients in preparing for and presenting their cases in
court. Furthermore, we provide forensic accounting and economic consulting services. Our forensic accounting and data mining (sorting through large volumes of data) services help clients to unravel complex financial transactions and reconstruct
events from incomplete and/or corrupt data. Our specialized expertise in economic consulting allows us to help clients in valuing assets of all types and entire businesses, as well as intellectual property disputes. Our industry expertise extends to
the telecommunications, railroad, energy and electric utility industries. In recent months, we have begun initiatives in the merger and acquisition area and dispute settlement services.
We began operations in 1982 as a consulting firm focused on providing forensic engineering scientific and trial support services. Beginning in 1998, we further expanded
into financial consulting services. We achieved this expansion through two acquisitions in 1998 and one acquisition in 2000 and through our internal growth initiatives. Through a combination of organic growth and acquisitions, we have become one of
the largest U.S. providers of turnaround, restructuring, bankruptcy and related consulting services. Our revenues from continuing operations have grown from $32.2 million in 1997 to $122.3 million in 2001, at a compounded annual growth rate of
nearly 40%. For the first nine months of 2002, we had $133.6 million in revenues on an actual basis and $242.6 million in revenues on a pro forma basis, which includes BRS revenues but excludes revenues from our applied sciences practice group,
which we have announced our intention to sell.
On August 30, 2002, we acquired BRS for $141.3 million in
cash and 3,000,000 shares of our common stock valued at $101.9 million. For its fiscal year ended June 30, 2002, BRS had revenues of $179.3 million and operating income of $66.8 million. On a pro forma basis, as adjusted to present BRS as a company
separate from PwC, BRS had revenues of $167.2 million and operating income of $41.5 million for the year ended December 31, 2001, and revenues of $109.0 million and operating income of $24.4 million for the eight-month period ended August 30,
2002.
We believe our acquisition of BRS greatly enhances our ability to provide consulting services in the
largest and most complex U.S. turnarounds, restructurings and bankruptcies. The BRS professionals have developed a premier practice handling turnarounds, restructurings and bankruptcies of comparable scale and complexity as we have. As a result of
the acquisition of BRS, we have added 371 professionals, including the 49 BRS partners we hired, to our pool of talented, experienced professionals. The BRS acquisition also significantly diversifies our client base, including an increase in
debtor-side clients to complement our historical strength in serving creditor-side clients. Immediately after the acquisition, we began integrating BRS into our turnaround, restructuring and bankruptcy practice group.
Our clients are typically companies facing adverse circumstances, as well as their creditors or other stakeholders, such as financial
institutions and private equity firms, and the law firms that represent them. Unlike demand for traditional consulting services, which depends primarily on companies internal budgeting decisions,
32
demand for our services is driven by non-discretionary engagements for businesses facing critical situations that are often adverse. These companies typically focus on our track record and
reputation rather than our prices. In the case of bankruptcy proceedings, bankruptcy courts often mandate the selection of third party advisors, reinforcing the non-discretionary nature of our services.
We regularly provide our turnaround, restructuring, bankruptcy and related consulting services to the largest banks in the U.S.,
including Bank of America, N.A., Wachovia Bank, N.A, and JP Morgan Chase Bank. We are involved in many of the largest bankruptcy proceedings and out-of-court restructurings in the U.S. For example, we are currently involved in the bankruptcies of
Enron Corp., WorldCom, Inc., US Airways, Inc. and Adelphia Communications Corporation. We believe clients retain us because of our recognized expertise and capabilities in highly specialized areas, as well as our reputation for satisfying
clients needs. In 2001 and in the nine months ended September 30, 2002, no single client accounted for more than 5% of our revenues.
Our applied sciences practice group offers forensic engineering and scientific investigation services. We intend to sell this practice group, and we expect to complete the sale prior to July 2003. We
intend to use the proceeds from the sale to reduce our outstanding debt under our credit facility. However, we cannot assure you that we will be able to sell our applied sciences practice group within the stated timeframe or at what price we will be
able to sell it. Depending on the sale price and the tax structure of the transaction, the amount realized after taxes from the sale may be less than the carrying value.
Industry Overview
Participants in our industry provide a
broad range of financial consulting services to companies facing adverse circumstances or their creditors or other stakeholders. These services include turnaround, restructuring, bankruptcy, forensic accounting and trial support services. We believe
demand for services in our industry will continue to be strong, driven by a number of current and anticipated trends, including:
|
|
|
high debt default rates and ongoing bankruptcy filings; |
|
|
|
continuing use of debt for corporate financings; |
|
|
|
escalating competitive and regulatory complexity faced by a wide range of businesses; |
|
|
|
the current wave of corporate reform legislation that encourages, and in some cases, requires the use of outside financial consultants; and
|
|
|
|
the need for objective, independent expertise for critical, business processes. |
We believe that our reputation, national scale and large staff of highly qualified professionals position us well to capitalize on the trends driving the growth in our
industry.
Trends in Debt Default Rates. We believe that corporate debt
default rates are important indicators of the potential need for turnaround, restructuring, bankruptcy and related consulting services. The current economic environment provides significant opportunity to companies capable of providing these
services.
According to Moodys Investor Service, 186 corporate issuers of debt rated by
Moodys defaulted on $106 billion of debt in 2001, compared to $33.4 billion in 2000. In 2001, Moodys also estimated that the dollar volume of the ten largest debt defaults exceeded the total dollar volume of all
Moodys-rated defaults in 2000. In 2001, Moodys rating downgrades exceeded its upgrades by an almost two-to-one margin.
For the first half of 2002, Moodys reported that 89 issuers of corporate bond debt rated by it defaulted on $76.7 billion of that debt. This represents a 64% increase in the dollar volume
of defaulted debt from the first half of 2001. In the second quarter of 2002 alone, 42 issuers of Moodys-rated corporate bond debt defaulted on $42.6 billion in debt, representing approximately twice the defaulted amount as the first
quarter of 2001. Moodys reported second quarter 2002 global default rates for speculative grade debt at 10.3%, consistent with default levels seen in other periods of economic distress over the past 30 years, including 2001 (10.2%),
1991 (10.5%),
33
1990 (9.9%) and 1970 (9.2%). In July 2002, Moodys reported that the second quarter of 2002 was one of the most severe periods of credit deterioration since the Great Depression.
We believe that a high correlation exists between default rates and the number of bankruptcy filings. According
to the FDIC, a record 257 publicly-traded companies filed for bankruptcy in 2001, representing a 46% increase over the previous record set in 2000. The FDIC also reported that $258.5 billion of assets were involved in U.S. public company bankruptcy
filings in 2001. This represented more than twice the assets involved in all 2000 U.S. public company bankruptcies. While the highly visible and large scale publicly-traded company bankruptcies draw the most attention, BankruptcyData.com
reported a total of 40,099 total business bankruptcy filings in 2001, less than the 1980 through 2001 annual average of 58,871 business bankruptcy filings. Regardless of prevailing economic conditions, we believe that there will be a substantial
number of business bankruptcy filings in any given year.
Continuing Use of Corporate
Debt. Although the increased number of debt defaults has generated higher demand for restructuring and restructuring-related services in recent years, we believe demand for these services will remain robust even in
periods of general economic recovery. While default rates historically have fluctuated depending upon the state of the economy, the size of the debt market, as measured by the amount of aggregate U.S. corporate debt outstanding, has consistently
expanded over the past 30 years, regardless of economic cycles. U.S. and international companies have increasingly relied on debt to finance acquisitions, growth initiatives and working capital requirements. According to the Bond Market Association,
the amount of U.S. corporate bond debt outstanding increased from $777 billion in 1985 to $3.8 trillion in 2001, a compounded annual growth rate of 10.4%. The outstanding amount of speculative grade debt consistently increased between 1985 and 2001,
from $58 billion to $649 billion, a compounded annual growth rate of 16.3%. Although the default rate may fluctuate from time to time, an increasing aggregate volume of corporate debt suggests that the aggregate volume of corporate debt under
default should remain high.
Although debt default rates tend to decline during periods of economic expansion, we
believe that economic expansion also facilitates new issuances of speculative grade debt, as investors are generally willing to tolerate higher levels of risk during these periods. We believe that most speculative grade bond defaults take place
within the first three years after issuance. As such, we believe that economic expansion periods could ultimately result in an increased volume of debt defaults, increasing demand for turnaround, restructuring, bankruptcy and related consulting
services in the future.
Escalating Complexity in the Competitive and Regulatory
Environment. We believe that many of the factors driving our industry are non-cyclical. These factors include under-performing companies, ineffective business strategies, highly leveraged capital structures, failed
acquisitions and roll-ups, corporate fraud, the continuing trend in high-stakes litigation and the adverse effect of increased regulation on entire industries. For example, the Sarbanes-Oxley legislation has added a layer of complex regulatory
requirements for public companies. Faced with recent enhanced scrutiny by investors and government agencies of financial reporting and corporate governance, in part as a result of this legislation, companies have begun to hire outside professionals
to review and analyze their accounting records and financial reporting. We anticipate that ever increasing litigation costs will require businesses to focus on better managing risks and the litigation process, particularly in large, complex,
multi-jurisdiction cases and mass tort claims. We believe that recent mandates as a result of the Sarbanes-Oxley legislation, and the emerging trend toward hiring consulting firms unaffiliated with company auditors, represent a fundamental shift in
corporate and governmental policy. These trends should directly benefit independent financial consulting service providers in both distress and non-distress oriented projects.
Increasing Need For Independent Expertise. We believe that businesses, their creditors and other institutional stakeholders are
increasingly utilizing consulting firms to provide objective, independent expertise for highly critical business processes. Businesses and financial institutions facing adverse circumstances have a need to access world-class expertise to assist them
in implementing tactical operating plans to solve significant business dilemmas. This is particularly true in highly complex and sophisticated areas such as turnarounds, restructurings, bankruptcies and high-stakes legal proceedings.
34
Business Strategy
We are one of the largest U.S. providers of turnaround, restructuring, bankruptcy and related consulting services. We intend to continue to provide high caliber financial
consulting services through our staff of professionals who are able to quickly staff even the most complex assignments. We also intend to try to anticipate our clients needs by expanding the range of consulting services we offer. Success in
our marketplace depends primarily on having a reputation for providing quality and timely service and the ability to quickly address and staff very large assignments. The following are the key elements of our business strategy:
|
|
|
Maintain High Utilization Rates Among Our Professionals. We carefully manage our growth in order to maintain high
utilization rates among all of our professionals rather than intermittently expanding our staff in anticipation of short-term demand. We take a disciplined approach when recruiting additional professionals. Although we maintain enough professionals
to staff large, complex assignments, we focus on hiring qualified individuals who meet our selective criteria. High utilization rates allow us to maintain our profitability and make us less vulnerable to temporary declines in our work load.
|
|
|
|
Retain a Critical Mass of Highly Qualified Professionals. Our professionals are crucial to delivering our
services to clients and generating new business. Through our substantial staff of highly qualified professionals, we can handle a number of large, complex assignments simultaneously. We offer each of our professionals significant compensation
opportunities, often based on his or her utilization rate, along with a competitive benefits package and the chance to work on challenging engagements. |
|
|
|
Leverage Our Relationships and Expertise. We work hard to maintain our existing client relationships and develop new ones.
We believe that our existing client relationships and our reputation among industry professionals, coupled with our recognized expertise, track record and size, are the most critical elements in a companys decision to retain us. We have
typically received a significant amount of repeat business from our financial institution clients and referrals from our law firm clients. We have been successful in recent years in expanding the range of consulting services we provide to our
clients. Moreover, as a result of the BRS acquisition, we have greater capacity to handle simultaneously a number of complex, high-profile matters. By successfully leveraging our reputation, experience and expanded client base, we believe we will
obtain a greater number of engagements from both existing and new clients. |
|
|
|
Expand the Range of Our Financial and Litigation Consulting Services. We believe that a number of factors driving demand
for our services are non-cyclical in nature. These factors include the adverse effects of increased regulation and competition on various industries, under-performing companies, ineffective business strategies, highly leveraged capital structures,
failed acquisitions, corporate fraud and the ever increasing number of high-stakes lawsuits. While we anticipate that during more prosperous economic times, demand for turnaround, restructuring, bankruptcy and related consulting services will
continue, we intend to continue to diversify the range of our financial and litigation consulting services. We have recently diversified our service offerings to include lender and transactional support, dispute settlement, intellectual property
consulting and mergers and acquisitions advice. We intend to continue to broaden the range of our service offerings. We believe this diversification of our service offerings will better insulate our overall business from changing market conditions.
|
|
|
|
Selectively Acquire Companies to Obtain New Professionals and Capabilities. We have always followed a disciplined approach
to acquisitions. Our selective approach has allowed us to acquire businesses on attractive terms. Over the past five years, we have made three significant acquisitions that have greatly enhanced our position in the turnaround, restructuring and
bankruptcy market. We will continue to selectively pursue strategic acquisitions of complementary service businesses. This should enable us to expand the range of consulting services we offer our existing client base, expand our staff of expert
professionals and add new clients to which we can sell our existing services. |
35
Our Services
Turnaround, Restructuring and Bankruptcy Practice. Our turnaround, restructuring and bankruptcy professionals regularly advise
companies and creditors in some of the largest, most complex bankruptcy proceedings and out-of-court restructurings in the U.S. When advising a corporate client, we work with the companys management to assess the clients financial
condition and viability and structure and implement a business rehabilitation plan to manage the clients cash flow to at least a break-even point. We also identify any non-essential assets or business units that could be sold to generate cash
for the client. Typically, we then assist these clients as they negotiate with their lenders to restructure their debt. If an out-of-court workout appears unlikely, we assess the impact of a bankruptcy filing on the clients financial condition
and operating performance and seek debtor-in-possession financing on the clients behalf. If the client voluntarily files for bankruptcy or is involuntarily forced into bankruptcy, we assist in managing the entire bankruptcy process, including
structuring, negotiating with creditors and implementing the plan of reorganization. We also provide expert testimony in bankruptcy proceedings on such issues as business unit valuation and economic loss.
When we represent creditors, we seek to maximize amounts owed to them by the debtor, whether in an out-of-court workout or bankruptcy. In
a workout engagement, we evaluate and monitor the quality and value of the collateral and any other assets available to the creditor, analyze the debtors business plan and underlying cash flow projections and assess the adequacy of the
debtors financial reporting systems. Based on our analysis, we then assess the debtors viability and develop and evaluate restructuring plans. If we conclude that an out-of-court workout is not feasible, we assist the creditors in
deciding whether to provide debtor-in-possession financing, in working through the bankruptcy process and in structuring and evaluating various reorganization plan alternatives.
To better meet the needs of companies suffering a financial or operating crisis, we also offer corporate recovery services. The experienced professionals in our corporate
recovery practice group are able to assume interim senior management roles at companies in crisis. Our professionals can function as a chief executive officer, chief operating officer, chief financial officer or chief recovery officer. Our
professionals utilize their seasoned business judgment to reevaluate business strategy and financial forecasts and implement plans to meet financial and operating challenges. Our creative approaches and innovative solutions can create short-term
liquidity to stabilize the business and afford the distressed company time to explore its options. Our teams of senior experienced professionals are keenly aware of the sensitive nature of these arrangements and the need to build consensus around a
realistic restructuring plan.
Forensic Accounting Practice. Our forensic
accounting specialists work with companies faced with fraud and financial disclosure issues. Many of these companies are undergoing restructuring or bankruptcy reorganizations. As perpetrators of fraud become more ingenious, the expertise required
to unravel their schemes increases. We have a team of forensic accountants, certified fraud examiners and computer technicians who are experts in discovering and analyzing the most sophisticated ways to circumvent internal financial controls. Our
forensic accountants routinely unravel complex transactions, reconstruct events from incomplete and/or corrupt data, uncover vital evidence, identify potential claims and assist in the pursuit of recoveries. Our computer technicians utilize
sophisticated software tools to analyze and uncover important information from the computer systems used in the frauds. With our advanced search techniques and innovative methods, we are able to uncover valuable information that was considered lost,
deleted or hidden.
We also provide asset tracing investigative services. Our forensic accountants and computer
experts analyze corporate and personal records and electronic information, conduct interviews and evaluate related financial information to trace the flow of funds and locate assets that may have been misappropriated due to illegal or fraudulent
activity. Our financial experts utilize sophisticated software tools, advanced data mining and search techniques as well as databases to conduct asset searches for companies, government agencies and individuals. We have provided investigative
services in diverse cases involving misdirected or stolen assets, embezzlements and bank, healthcare, insurance and bankruptcy frauds.
36
Trial Support Practice. We develop and
deliver creative solutions to litigation problems. From the first computer animations used in court to the latest in digital graphic presentations, we have been one of the leaders in providing high-quality, cost-effective methods to prepare for and
try cases. Our trial technology professionals have supported clients in the courtroom in some of the largest and most complex civil trials. Through the use of information technology and the Internet, we have demonstrated our ability to help control
litigation costs, speed-up the trial process and provide litigants with superior access to data, a key competitive advantage.
We prepare and enhance presentations and expert testimony on complex subjects, such as toxic torts, financial disputes and intellectual property resolutions. We have responded to the increasing demand for document management in cases
involving thousands or even millions of pages of depositions, testimony and exhibits by developing document management and exhibit and trial preparation solutions that enable our clients to better focus on preparing for and trying cases. Our range
of services for complex litigation matters include visual communication consulting services; graphic exhibit design and production; customized database development and distribution; video deposition capture and transcript linking; management of
designated trial exhibits; courtroom survey, design and configuration; on-site technical trial support; trial-specific hardware procurement and tracking; and secure extranet storage and distribution of data, documents, transcripts, videos and
exhibits.
We have developed a number of technology-based tools to assist our clients in managing complex
litigation. TrialMax®, our comprehensive trial preparation software, enables a
litigation team to easily store, annotate and display documents, computer graphics, video clips and digitized depositions in the courtroom. We employ an automated tool for handling trial data regardless of information source or data type. Secure
Extranet Services is our Internet application for clients that are parties to multi-district litigation.
Our Other Financial and Litigation Consulting Practices. We have recently expanded our consulting services to include regulatory, intellectual property, valuation, mergers and acquisitions
advisory, lender and transactional support and dispute settlement services. Our statistical and economic experts in our regulatory practice group use a range of tools to help companies evaluate issues such as the economic impact of deregulation on a
particular industry, the amount of commercial damages suffered by a business as a result of a tort or a breach of contract or the value of a business or professional practice. We also work with clients to develop business strategy and tactics on an
ongoing basis to address these issues. Our specialists advise clients in the telecommunications, energy and transportation industries in antitrust cases, regulatory proceedings, strategic planning and mergers and acquisitions. Our professionals
regularly provide expert testimony on damages, rates and prices, merger benefits and valuations.
Our experienced
intellectual property professionals provide valuation, damage analysis and expert testimony services. They provide their services to a range of industries, including oil and gas, technology and consumer products. They perform financial analyses of
intellectual property in licensing and royalty disputes, antitrust claims and other types of disputes. Our professionals in this group employ industry research, statistical analysis, regression techniques, portfolio analysis and sophisticated
financial modeling to support defensible, credible valuation and damage conclusions.
Our mergers and acquisitions
advisory specialists assist clients in negotiating and structuring business combinations, acquisitions and dispositions of assets, business units or entire businesses. Our lender and transactional support practice group assists lenders and other
institutional clients in performing financial due diligence for loans, acquisitions and other transactions.
Our
dispute settlement practice group helps our clients mitigate the cost of, or avoid, litigation by evaluating claims and risks. These professonals coordinate business expertise with legal and technical analysis to develop cost-effective settlement
strategies and implement mutually beneficial business resolutions.
37
Our Acquisition of BRS
On August 30, 2002, we completed the acquisition of certain assets and liabilities of BRS. The purchase price for BRS consisted of $141.3 million in cash and 3,000,000
shares of our common stock valued at $101.9 million.
We believe our acquisition of BRS will provide us with
many strategic benefits. The combination has enhanced our position as one of the largest U.S. providers of turnaround, restructuring, bankruptcy and related consulting services. On a combined basis, with over 60 senior managing directors and 450
other professionals and support staff, we believe we can continue to increase our market position in this industry. The BRS acquisition solidifies our national presence and broadens the platform from which we can more quickly handle increasingly
larger and more complex consulting engagements.
We believe we can successfully integrate BRS into our business.
Immediately after the acquisition, BRS began operating as part of our turnaround, restructuring and bankruptcy practice group. We have already integrated the BRS operations into our billing and operations systems. This has allowed our management
team to instantly monitor the operating performance of the acquired business at very detailed levels. We have entered into a one-year transition services agreement with PwC to provide various infrastructure-related services. PwC has agreed to
provide us with information technology and other services as well as office space while we fully integrate all aspects of BRS operations into our business. PwC is providing these transition services to us on the same allocated cost basis as it
did when BRS was part of PwC.
We made offers to 49 BRS partners, all of whom have agreed to work for us as senior
managing directors. Each has entered into a four-year employment agreement with us. When they withdrew as partners of PwC, 47 of them received shares of our common stock from PwC. These partners received a total of about approximately 1.2 million
shares of our common stock and then agreed with us to restrict the transfer of 40% of their shares. All restricted shares are non-transferable for two years. After the second anniversary of the closing of the BRS acquisition, one-half of these
restricted shares become unrestricted, and on the fourth anniversary, the remaining shares also become unrestricted. As an added incentive to remain with us, we granted the BRS partners contractual protection against a decline in the value of their
restricted shares during the four-year restricted period if the market price for the shares falls below $28.33 per share. If a BRS partner were to terminate his or her employment with us prior to the expiration of the four-year term of the
employment agreement, the restricted period for the remaining restricted shares would be extended to eight years from the date of termination, and these shares would lose their price protection. Nearly all of the BRS partners and selected other
executives that joined us also received options to purchase a total of 602,000 shares of our common stock at the fair market value of our common stock on August 30, 2002. These options vest in equal annual installments over three years beginning one
year from the closing of the acquisition.
We have entered into a three-year noncompetition arrangement with
PwC. During the noncompetition period, PwC has agreed not to provide restructuring, bankruptcy or insolvency services in the U.S. and to limit the fees it receives for providing its audit clients with debtor-side restructuring services in the U.S.
to $12.0 million during the first year of the noncompetition period, $15.0 million during the second year and $17.0 million during the third year. PwC also agreed not to market any of its consulting services using the terms BRS or
BRS Services. Our noncompetition arrangement with PwC, however, generally permits non-U.S. PwC firms to provide services in the U.S. that are competitive with BRS services in cases where the primary engagement is outside of the
U.S. or where the provision of work is required by a statutory or fiduciary obligation.
38
Pending Sale of Our Applied Sciences Practice Group
Our applied sciences practice group offers a broad range of forensic engineering and scientific investigation services. These services
include accident reconstruction, fire investigation, product failure analysis and quality control analysis. In connection with the BRS acquisition, we have decided to sell our applied sciences practice group because the practice is no longer a core
part of our business. We expect to complete the sale prior to July 2003. We intend to use the proceeds from the sale to reduce our outstanding debt under our credit facility. However, we cannot assure you that we will be able to sell our applied
sciences practice group within the stated timeframe or at what price we will be able to sell it. Depending on the sale price and the tax structure of the transaction, the amount realized after taxes from the sale may be less than the carrying value.
For the nine months ended September 30, 2002, the applied sciences practice group reported income from operations of discontinued operations, net of income taxes, of $2.8 million.
Clients
We have cultivated long-term relationships with
many of the premier financial institutions, law firms, private equity firms and other institutions in the U.S. In 2001, our most important ongoing clients and sources of referral were 21 of the 25 largest banks located in the U.S. and 68 of the top
100 law firms (based on revenues as reported by American Lawyer magazine).
We believe that a very
significant percentage of our revenues came from existing clients or referrals from existing clients. Our largest single client represented less than 10% of our total revenues in each of the past three years and for the nine months ended September
30, 2002.
Marketing and Sales
We rely primarily on referrals and our reputation to market our services to new and existing clients since most of our work is repeat work for existing clients or comes from referrals from existing
clients or relationships with partners in major law firms or other professionals. Our professionals develop close working relationships with clients and often learn about new business opportunities from their frequent contacts with clients. We
anticipate that the BRS partners will enhance our ability to obtain business through referrals, given their reputations and contacts in our industry. In marketing our services, we emphasize our experience, the quality of our services and our
professionals particular areas of expertise, as well as our ability to quickly staff a new engagement. While we aggressively seek new business opportunities, we maintain high professional standards and carefully evaluate potential new client
relationships and engagements before accepting them.
We do not rely on sales personnel to market our consulting
services, except in our applied science and trial support practice groups. The applied science practice group has about five full-time sales people, and the trial support practice group has about ten full-time sales people.
Competition
The
industry in which we operate is highly competitive. Our competitors range from large organizations, such as the national accounting firms and the large management consulting companies that offer a broad range of consulting services, to small firms
and independent contractors that provide one specialized service. Competitive factors for our services include reputation, size, ability to immediately staff a substantial engagement, performance record, quality of work, range of services provided
and existing client relationships. To a lesser extent, we also compete on price, but the critical nature of our services typically reduces price to a secondary consideration.
Some national service providers are larger than we are and, on any given engagement, may have a competitive advantage over us with respect to one or more competitive
factors. The smaller local or regional firms, while not offering the range of services we provide, often are able to provide the lowest price on a specific engagement because of their lower overhead costs and proximity to the engagement.
39
Human Resources
At September 30, 2002, we had 766 employees, excluding the 284 employees in our applied sciences practice group. We also maintain consulting arrangements with about 2,300
independent consultants. Most of our professionals have many years of experience in their field of practice, and many are well recognized for their expertise and experience. All 49 BRS partners to whom we made offers accepted our offer, along with
322 BRS professionals and 31 support persons.
Properties
We lease our principal corporate facility in Annapolis, Maryland, under a lease that expires in February 2007. This facility contains about 16,000 square feet of space. We
also lease 32 other offices across the U.S., in cities such as New York, Chicago, Houston, Dallas, Los Angeles and Washington, D.C. 25 of these offices are used by our applied sciences practice group. PwC has agreed that for up to one year after our
BRS acquisition, our BRS people may continue to occupy PwCs offices in New York, Dallas, Los Angeles, Chicago, Atlanta and ten other cities. We are currently negotiating to lease additional facilities to accommodate the addition of the BRS
personnel in the cities where they currently work. We intend to relocate them as soon as possible and expect to obtain additional leased facilities on commercially reasonable terms.
Litigation
We are not currently party to any material
litigation. When we acquired BRS, we did not assume any liability for any material litigation or claims related to the BRS business while part of PwC.
40
The following are our executive officers and directors:
Name
|
|
Age
|
|
Positions
|
Jack B. Dunn, IV |
|
51 |
|
Chairman of the Board and Chief Executive Officer |
Stewart J. Kahn |
|
58 |
|
President, Chief Operating Officer and Director |
Theodore I. Pincus |
|
59 |
|
Executive Vice President, Chief Financial Officer and Secretary |
Barry S. Kaufman |
|
55 |
|
Vice President of Operations |
Glenn R. Baker |
|
61 |
|
President, Applied Sciences Practice Group |
Denis J. Callaghan |
|
60 |
|
Director |
James A. Flick, Jr. |
|
68 |
|
Director |
Peter F. OMalley |
|
63 |
|
Director |
Dennis J. Shaughnessy |
|
55 |
|
Director |
George P. Stamas |
|
51 |
|
Director |
Jack B. Dunn, IV, became our Chairman of the Board of
Directors in December 1998 and has served as our Chief Executive Officer since October 1995. From October 1995 to December 1998, he also served as our President. From May 1994 to October 1995, he served as our Chief Operating Officer. From October
1992 through September 1995, he served as our Chief Financial Officer. Mr. Dunn is a limited partner of the Baltimore Orioles and a director of Aether Systems, Inc. Prior to joining us, he was a member of the Board of Directors and a Managing
Director of Legg Mason Wood Walker, Incorporated, a financial services company, and directed its Baltimore corporate finance and investment banking activities.
Stewart J. Kahn has served as our President since December 1998 and as our Chief Operating Officer since September 1999. Since 1989, Mr. Kahn has served as President of Kahn Consulting, Inc., a
turnaround, restructuring and bankruptcy and forensic accounting practice, which became one of our subsidiaries in September 1998.
Theodore I. Pincus has been our Executive Vice President and Chief Financial Officer since April 1999. Prior to joining us, Mr. Pincus was Executive Vice President and Chief Financial Officer of Nitinol Medical
Technologies from May 1995 to March 1999. Before then, he was President of the Pincus Group, a financial consulting firm, from December 1989 to May 1995.
Barry S. Kaufman has been our Vice President of Operations since July 2002. Prior to joining us, Mr. Kaufman was a director and subsequently a partner with Arthur Andersens Strategy and
Technology practice from February 1998 to June 2002. From August 1997 to February 1998, he was President of his own consulting firm, KTFB. From March 1993 to July 1997 Mr. Kaufman served as a director with Kahn Consulting, Inc., which we acquired in
September 1998.
Glenn R. Baker has been President of our applied sciences practice group since September
1998. Prior to joining us, he was Chief Executive Officer and President of S.E.A., Inc., which we acquired in September 1998. Mr. Baker co-founded S.E.A., Inc. in 1970.
Denis J. Callaghan has been a director of FTI since 2000. Mr. Callaghan retired from Deutsche Bank in February 2000, where he was the Director of North American
Equity Research. Prior to becoming Director of Equity Research in 1992, Mr. Callaghan was responsible for Alex. Browns Insurance and Financial Services Research Groups.
41
James A. Flick, Jr. has been a director of FTI since 1992. Mr. Flick is
President and Chief Executive Officer of Winnow, Inc., a management consulting firm. From 1994 to 2001, Mr. Flick was also Chairman, President and Chief Executive Officer of Dome Corporation, a real estate development and management services
company. Mr. Flick is a director of Capital One Financial Corporation.
Peter F. OMalley has
been a director of FTI since 1992. Mr. OMalley is President of Aberdeen Creek Corporation, a privately-held company engaged in investment, business consulting and development activities. Mr. OMalley is a founder of, and since 1989 has
been Of Counsel to, the law firm of OMalley, Miles, Nylen & Gilmore. Mr. OMalley also is a director of Potomac Electric Power Company and Legg Mason, Inc.
Dennis J. Shaughnessy has been a director of FTI since 1992. Since 1989, Mr. Shaughnessy has been a General Partner of Grotech Capital Group, Inc., a venture capital
firm. Prior to becoming a General Partner of Grotech Capital Group in 1989, Mr. Shaughnessy was Chief Executive Officer of CRI International, Inc. Mr. Shaughnessy is also a director of TESSCO Technologies, Inc. and U.S. Vision, Inc.
George P. Stamas has been a director of FTI since 1992. Since January 2002, Mr. Stamas has been a senior partner of the
national law firm of Kirkland & Ellis. Mr. Stamas is also a venture partner of New Enterprise Associates, a venture capital firm, and a director of Aether Systems, Inc. From 1999 to January 2002, Mr. Stamas was vice chairman of the Board of
Directors of Deutsche Bank. Mr. Stamas is a limited partner of the Baltimore Orioles, the Washington Capitals and the Washington Wizards. From 1996 to 1999, Mr. Stamas was a partner in the law firm of Wilmer, Cutler & Pickering LLP.
42
DESCRIPTION OF CAPITAL STOCK
General
As of the date of this prospectus, our authorized capital stock consists of 45,000,000 shares of common stock, $0.01 par value per share, and 5,000,000 shares of preferred
stock, $0.01 par value per share. At September 30, 2002, we had 23,713,055 shares of our common stock outstanding and no shares of our preferred stock issued and outstanding. The following description of our capital stock is qualified in its
entirety by reference to our charter.
Common Stock
Voting Rights. Holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders
generally. Our stockholders have no right to cumulate their votes in the election of directors.
Dividend
Rights. Holders of our common stock are entitled to receive dividends and other distributions pro rata when, as and if declared from time to time by our board of directors out of funds legally available for that
purpose, subject to preferences that may be applicable should we issue preferred stock. We have never paid cash dividends on our common stock, and we do not intend to pay dividends in the foreseeable future.
Rights Upon Liquidation. If we voluntarily or involuntarily liquidate, dissolve or wind up, the
holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities, including all distributions to holders of preferred stock having a liquidation preference over the common stock.
Miscellaneous. Our charter does not grant the holders of our common stock preemptive or other
subscription or conversion rights, and no redemption provisions exist with respect to such shares. All issued and outstanding shares of our common stock are, and the shares to be sold in this offering will be, when issued and paid for, fully paid
and non-assessable.
Preferred Stock
Our charter authorizes our board of directors to issue preferred stock in one or more series, to fix the number of shares constituting such series and the designation of such series, the voting powers,
if any, of the shares of such series, the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. We have not issued any series of
preferred stock.
Anti-Takeover Provisions of Our Charter and Bylaws
Classification of Directors. Our charter and bylaws provide that our board of directors is divided into three classes serving
staggered three-year terms. The classification of directors could prevent a stockholder, or group of stockholders, having majority voting power, from obtaining control of our board until the second annual stockholders meeting following the
date that the stockholder, or group of stockholders, obtains majority voting power. Thus, this provision may discourage a potential acquiror from making a tender offer or otherwise attempting to obtain control of us.
Advance Notice Provisions. Our bylaws provide that stockholders must provide timely notice in
writing to bring business before an annual meeting of stockholders or to nominate candidates for election as directors at an annual meeting of stockholders. The bylaws also specify the form and content of a stockholders notice. These
provisions may prevent stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.
43
Anti-Takeover Provisions of the Maryland General Corporation Law
Business Combinations. The Maryland General Corporation Law prohibits specified business
combinations between a Maryland corporation and an interested stockholder. These business combinations include a merger, consolidation, share exchange, an asset transfer or issuance or reclassification of equity securities.
Interested stockholders are either:
|
|
|
anyone who beneficially owns 10% or more of the voting power of the outstanding voting shares of the corporation; or |
|
|
|
an affiliate or associate of the corporation who was an interested stockholder or an affiliate or an associate of the interested stockholder at any time within
the two-year period prior to the date in question. |
These business combinations are prohibited
for five years after the most recent date on which the stockholder became an interested stockholder. Thereafter, in addition to any other vote required by law or the charter or bylaws, any business combination must be recommended by the board of
directors of the corporation and approved by the vote of:
|
|
|
at least 80% of the votes entitled to be cast by all holders of the corporations voting shares voting as a single group; and
|
|
|
|
at least 66 2/3% of the
votes entitled to be cast by all holders of the corporations voting shares other than voting shares held by the interested stockholder or an affiliate or associate of the interested stockholder. |
An interested stockholder may avoid complying with these special voting requirements if the interested stockholder pays the
corporations stockholders a minimum price for their shares (as specified in the statute) and the consideration is received in cash or in the same form previously paid by the interested stockholder for its shares.
The business combination statute does not apply to business combinations that are approved or exempted by the corporations board of
directors prior to the time that the interested stockholder becomes an interested stockholder. A Maryland corporation may also adopt an amendment to its charter electing not to be subject to these special voting requirements. Any amendment would
have to be approved by at least 80% of the votes entitled to be cast by all holders of outstanding shares of voting stock voting as a class and 66 2/3% of the votes entitled to be cast by holders of outstanding shares of voting stock who are not interested stockholders. If passed, the amendment will not become effective until 18 months after the
corporations stockholders voted on it. Any interested stockholders who become an interested stockholder before the adoption of an amendment will not receive relief from the requirements of the statute by the adoption of a charter amendment. We
have elected to be generally subject to this statute.
Control Share
Acquisitions. The Maryland General Corporation Law provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights other than those voting
rights approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares owned by the acquiror or by the corporations officers or directors who are employees of the corporation. Control shares are shares of
voting stock which, if aggregated with all other shares of stock previously acquired, would entitle the acquiror to exercise voting power in electing directors within any one of the following ranges of voting power:
|
|
|
10% or more but less than 33 1/3% of all voting power; |
|
|
|
33 1/3% or more but less
than a majority of all voting power; or |
|
|
|
a majority or more of all voting power. |
Control shares do not include shares of stock an acquiring person is entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition generally means the
acquisition of, ownership of or the power to direct the exercise of voting power with respect to, control shares.
44
An acquiring person may require the board of directors to call a special
stockholders meeting to consider the voting rights of the shares, but only if the acquiring person made or proposes to make a control share acquisition, under specified conditions, including an undertaking to pay expenses. The
special stockholders meeting must be held within fifty days of the acquiring persons demand. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.
If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as permitted by
the statute, the corporation generally may redeem any or all of the control shares, except those control shares for which stockholders have previously approved voting rights. This redemption of shares must be for fair value, determined without
regard to voting rights as of the date of the last control share acquisition or of any stockholders meeting at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved
at a stockholders meeting and the acquiror becomes entitled to vote at least a majority of all shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the stock determined for purposes of appraisal
rights may not be less than the highest price per share paid in the control share acquisition. The limitations and restrictions otherwise applicable to the exercise of dissenters rights do not apply in the context of a control share
acquisition.
The control share acquisition statute does not apply to stock acquired in a merger,
consolidation or share exchange if the corporation is a party to the transaction, or to acquisitions previously approved or exempted by a provision in the charter or bylaws of the corporation. We have elected to be generally subject to this statute.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.
45
PRINCIPAL AND SELLING STOCKHOLDERS
The following table shows the beneficial
ownership of our common stock at November 18, 2002:
|
|
|
each stockholder that we know beneficially owns more than 5% of our common stock; |
|
|
|
each of our current executive officers and directors; and |
|
|
|
all of our current executive officers and directors as a group. |
The table also shows the number of shares being sold by each selling stockholder and the number and percentage of our outstanding shares each selling stockholder will own
after this offering.
|
|
Before Offering
|
|
|
Shares Offered
|
|
After Offering
|
|
Name of Beneficial Owner (1)(2)
|
|
Shares
|
|
Percent(3)
|
|
|
|
Shares
|
|
Percent(3)
|
|
Executive Officers and Directors: |
|
|
|
|
|
|
|
|
|
|
|
|
Jack B. Dunn, IV (4) |
|
410,353 |
|
1.71 |
% |
|
|
|
410,353 |
|
1.57 |
% |
Stewart J. Kahn (5) |
|
236,292 |
|
* |
|
|
|
|
236,292 |
|
* |
|
Theodore I. Pincus (6) |
|
55,500 |
|
* |
|
|
|
|
55,500 |
|
* |
|
Barry S. Kaufman (7) |
|
1,000 |
|
* |
|
|
|
|
1,000 |
|
* |
|
Glenn R. Baker (8) |
|
7,500 |
|
* |
|
|
|
|
7,500 |
|
* |
|
Denis J. Callaghan (9) |
|
38,550 |
|
* |
|
|
|
|
38,550 |
|
* |
|
James A. Flick, Jr. (10) |
|
69,347 |
|
* |
|
|
|
|
69,347 |
|
* |
|
Peter F. OMalley (11) |
|
15,000 |
|
* |
|
|
|
|
15,000 |
|
* |
|
Dennis J. Shaughnessy (12) |
|
3,750 |
|
* |
|
|
|
|
3,750 |
|
* |
|
George P. Stamas (13) |
|
6,909 |
|
* |
|
|
|
|
6,909 |
|
* |
|
All executive officers and directors as a group (10 persons) |
|
844,201 |
|
3.47 |
|
|
|
|
844,201 |
|
3.20 |
|
Selling Stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
Edward Bartko (14) |
|
26,615 |
|
* |
|
|
15,969 |
|
10,646 |
|
* |
|
Kevin Regan (15) |
|
17,196 |
|
* |
|
|
3,500 |
|
13,696 |
|
* |
|
Other Stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
T. Rowe Price Associates, Inc. (16) |
|
1,569,150 |
|
6.62 |
|
|
|
|
1,569,150 |
|
6.08 |
|
Wasatch Advisors, Inc. (17) |
|
1,692,439 |
|
7.14 |
|
|
|
|
1,692,439 |
|
6.56 |
|
(1) |
Unless otherwise specified, the address of these persons is c/o FTI Consulting, Inc., 900 Bestgate Road, Suite 100, Annapolis, Maryland 21401.
|
(2) |
We use the SECs definition of beneficial ownership. This means that the persons named in this table have sole or shared voting and/or investment power
over the shares shown. Beneficial ownership also includes shares underlying options currently exercisable or exercisable within 60 days. |
(3) |
Percentages based on 23,713,055 shares outstanding as of September 30, 2002 before the offering and 25,813,055 shares outstanding after the offering. In the
case of shares issuable upon the exercise of options, this percentage assumes the issuance of shares by the holder, but not the exercise of options held by any other holder. |
(4) |
Includes 82,316 shares of common stock and 315,737 shares of common stock issuable upon the exercise of options. Includes 12,000 shares of common stock over
which Mr. Dunn and his wife share voting and investment power and includes 300 shares over which Mr. Dunn and his son share voting and investment power. Further, Mr. Dunn has additional options exercisable for 255,000 shares of common stock that
have not vested. Mr. Dunn has granted the underwriters the right to purchase up to 150,000 shares of common stock to cover any over-allotments. |
(5) |
Includes 81,292 shares of our common stock and 155,000 shares of our common stock issuable upon exercise of stock options. Further, Mr. Kahn has additional
options exercisable for 197,500 shares of common stock that have not vested. Mr. Kahn has granted the underwriters the right to purchase up to 137,920 shares of common stock to cover any over-allotments. |
46
(6) |
Includes 3,000 shares of our common stock and 52,500 shares of our common stock issuable upon exercise of stock options. Further, Mr. Pincus has additional
options exercisable for 122,500 shares of common stock that have not vested. Mr. Pincus has granted the underwriters the right to purchase up to 30,000 shares of common stock to cover any over-allotments. |
(7) |
Represents 1,000 shares of our common stock held in a trust for which Mr. Kaufman is a contingent trustee and beneficiary. Mr. Kaufmans wife is the
trustee of the trust. |
(8) |
Represents 7,500 shares of our common stock issuable upon exercise of stock options. |
(9) |
Includes 8,550 shares of our common stock and 30,000 shares of our common stock issuable upon exercise of stock options. |
(10) |
Includes 19,097 shares of our common stock and 48,750 shares of our common stock issuable upon exercise of stock options. Includes 1,500 shares of our common
stock owned by Mr. Flicks wife. |
(11) |
Represents 15,000 shares of our common stock. |
(12) |
Represents 3,750 shares of our common stock. |
(13) |
Includes 1,909 shares of our common stock over which Mr. Stamas and his wife share voting and investment power and 5,000 shares of our common stock issuable
upon exercise of stock options. |
(14) |
Represents 26,615 shares of our common stock. Mr. Bartko is one of our senior managing directors. |
(15) |
Represents 17,196 shares of our common stock. Mr. Regan is one of our senior managing directors. |
(16) |
T. Rowe Price Associates, Inc.s address is 100 East Pratt Street, Baltimore, Maryland 21202. Information is based on a Schedule 13G filed with the SEC on
February 12, 2002. |
(17) |
Wasatch Advisors, Inc.s address is Social Hall Avenue, Salt Lake City, Utah 84111. Information is based on a Schedule 13G filed with the SEC on February
14, 2002. |
47
CERTAIN UNITED STATES TAX CONSEQUENCES TO NON-U.S. HOLDERS
The following summary
describes the material U.S. federal income and estate tax consequences of the ownership of common stock by a non-U.S. holder (as defined below) as of the date hereof. This discussion does not address all aspects of U.S. federal income and estate
taxes and does not deal with foreign, state and local tax consequences that may be relevant to such non-U.S. holders in light of their personal circumstances. Special rules may apply to certain non-U.S. holders, such as certain U.S. expatriates,
controlled foreign corporations, passive foreign investment companies, foreign personal holding companies and corporations that accumulate earnings to avoid U.S. federal income tax, that are subject to special
treatment under the Internal Revenue Code of 1986, as amended (the Code). Such entities should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.
Furthermore, the discussion below is based upon the provisions of the Code, and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified so as to result in U.S. federal
income tax consequences different from those discussed below. Persons considering the purchase, ownership or disposition of common stock should consult their own tax advisors concerning the U.S. federal income tax consequences in light of their
particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.
As
used herein, a U.S. holder of common stock means a holder that is:
|
|
|
a citizen or resident of the U.S.; |
|
|
|
a corporation or other business entity taxable as a corporation created or organized in or under the laws of the U.S. or any political subdivision thereof;
|
|
|
|
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
|
|
|
a trust if it (x) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all
substantial decisions of the trust or (y) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
A non-U.S. holder is a holder that is not a U.S. holder.
If a partnership holds common stock, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership
holding common stock, you should consult your tax advisor.
Dividends
Dividends paid to you generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be
specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by you within the U.S. and, where a tax treaty applies, are attributable to a U.S. permanent establishment, are
not subject to the withholding tax, but instead are subject to U.S. federal income tax on a net income basis at applicable graduated individual or corporate rates. You must comply with certain certification and disclosure requirements in order for
effectively connected income to be exempt from withholding. Any such effectively connected dividends received by a foreign corporation may, under certain circumstances, be subject to an additional branch profits tax at a 30% rate or such
lower rate as may be specified by an applicable income tax treaty.
If you wish to claim the benefit of an
applicable treaty rate (and/or avoid back-up withholding as discussed below) for dividends, you will be required to (a) complete Internal Revenue Service (IRS) Form W-8BEN (or successor form) and certify under penalty of perjury that,
among other things, you are not a U.S. person or (b) if your common stock is held through certain foreign intermediaries, satisfy the relevant certification requirements of applicable Treasury regulations. Special certification and other
requirements apply to certain non-U.S. holders that are entities rather than individuals.
48
If you are eligible for a reduced rate of U.S. withholding tax pursuant to an
income tax treaty, you may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.
Gain on Disposition of Common Stock
You generally will not be subject to U.S. federal
income tax with respect to gain recognized on a sale or other disposition of common stock unless (i) the gain is effectively connected with your trade or business in the U.S., and, where a tax treaty applies, is attributable to your U.S. permanent
establishment, (ii) if you are an individual who holds the common stock as a capital asset, you are present in the U.S. for 183 or more days in the taxable year of the sale or other disposition and certain other conditions are met, or (iii) we are
or have been a U.S. real property holding corporation for U.S. federal income tax purposes.
An
individual non-U.S. holder described in clause (i) above will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates. An individual non-U.S. holder described in clause (ii) above will be subject
to a flat 30% tax on the gain derived from the sale, which may be offset by U.S. source capital losses (even though the individual is not considered a resident of the U.S.). If a non-U.S. holder that is a foreign corporation falls under clause
(i) above, it will be subject to tax on its gain under regular graduated U.S. federal income tax rates and, in addition, may be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits or at such lower rate as
may be specified by an applicable income tax treaty.
We believe we are not and do not anticipate becoming a
United States real property holding corporation for U.S. federal income tax purposes.
Federal
Estate Tax
Common stock held by an individual non-U.S. holder at the time of death will be included in such
holders gross estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.
Information Reporting and Backup Withholding
We must report annually to the IRS and to you
the amount of dividends paid to you and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax
authorities in the country in which you reside under the provisions of an applicable income tax treaty.
You will
be subject to backup withholding unless applicable certification requirements are met.
Payment of the proceeds of
a sale of common stock within the U.S. or conducted through certain U.S. related financial intermediaries is subject to both backup withholding and information reporting unless the beneficial owner certifies under penalties of perjury that it is a
non-U.S. holder (and the payor does not have actual knowledge that the beneficial owner is a U.S. person) or the holder otherwise establishes an exemption.
Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against such holders U.S. federal income tax liability provided the required information is
furnished to the IRS.
49
Under the terms of an underwriting agreement, that will be filed as an
exhibit to the registration statement relating to this prospectus, each of the underwriters named below, for whom Lehman Brothers Inc., Banc of America Securities LLC, Adams, Harkness & Hill, Inc., Janney Montgomery Scott LLC and SunTrust
Capital Markets, Inc. are acting as representatives, has agreed to purchase from us and the selling stockholders the respective number of shares of common stock shown opposite its name below. Subject to the terms and conditions of the underwriting
agreement, the underwriters are obligated to purchase all of the shares to which they initially committed to purchase (other than those covered by the over-allotment option described below) if they purchase any of the shares.
Underwriters
|
|
Number of Shares
|
Lehman Brothers Inc. |
|
|
Banc of America Securities LLC |
|
|
Adams, Harkness & Hill, Inc. |
|
|
Janney Montgomery Scott LLC |
|
|
SunTrust Capital Markets, Inc. |
|
|
|
|
|
Total |
|
2,119,469 |
|
|
|
The underwriting agreement provides that the underwriters
obligations to purchase our common stock depend upon our satisfaction of the conditions contained in the underwriting agreement, which include:
|
|
|
the representations and warranties made by us to the underwriters in the underwriting agreement being true; |
|
|
|
that no material change occurs in the financial markets; and |
|
|
|
our delivery of customary closing documents to the underwriters. |
Commissions and Expenses
The
representatives have advised us that the underwriters propose to offer the common stock directly to the public at the public offering price presented on the cover page of this prospectus, and to selected dealers, that may include the underwriters,
at the public offering price less a selling concession not in excess of $ per share. The underwriters may allow, and the selected dealers may reallow, a concession not in excess
of $ per share to brokers and dealers. After the offering, the underwriters may change the offering price and other selling terms.
The following table summarizes the underwriting discounts and commissions we and the selling stockholders will pay. The underwriting
discounts and commissions are equal to the public offering price per share, less the amount paid to us per share. The underwriting discounts and commissions equal % of the initial public offering price.
|
|
|
|
Total
|
|
|
Per Share
|
|
Without Over-Allotment
|
|
With Over-Allotment
|
Underwriting discounts and commissions to be paid by us |
|
$ |
|
|
$ |
|
|
$ |
|
Underwriting discounts and commissions to be paid by the selling stockholders |
|
|
|
|
|
|
|
|
|
50
We estimate that the total expenses of the offering payable by us, including
registration, filing and listing fees, printing fees, legal and accounting fees and other fees and expenses, excluding underwriting discounts and commissions, will be approximately $1.0 million. We have agreed to pay the expenses incurred by the
selling stockholders in connection with the offering, other than the underwriting discounts and commissions applicable to the shares they are selling.
Over-Allotment Option
Our chief executive officer,
chief operating officer and chief financial officer have granted to the underwriters an option to purchase up to an aggregate of 317,920 shares of our common stock, exercisable to cover over-allotments, if any, at the public offering price less the
underwriting discounts and commissions shown on the cover page of this prospectus. The underwriters may exercise this option at any time until 30 days after the date of the underwriting agreement. To the extent the underwriters exercise this option,
each underwriter will be committed, so long as the conditions of the underwriting agreement are satisfied, to purchase a number of additional shares proportionate to that underwriters initial commitment as indicated in the preceding table.
Lock-up Agreements
We have agreed that, without the prior written consent of Lehman Brothers Inc., we will not, directly or indirectly, offer, sell or dispose of any shares of our common
stock or any securities that may be converted into or exchanged for any common stock for a period of 90 days from the date of this prospectus. In addition, all of our executive officers, except Glenn R. Baker, and all of our directors and each
selling stockholder have agreed under lock-up agreements not to, without the prior written consent of Lehman Brothers Inc., directly or indirectly, offer, sell or otherwise dispose of any shares of our common stock or any securities that may be
converted into or exchanged or exercised for any common stock for a period of 90 days from the date of this prospectus. Mr. Baker beneficially owns options exercisable for 7,500 shares of our common stock.
Indemnification
We and the selling stockholders have agreed to indemnify the underwriters against liabilities relating to the offering, including liabilities under the Securities Act, and to contribute to payments that the underwriters may
be required to make for these liabilities.
Stabilization, Short Positions and Penalty Bids
The representatives may engage in over-allotment, stabilizing transactions, syndicate short covering transactions, and penalty
bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock, in accordance with Regulation M under the Securities Exchange Act of 1934:
|
|
|
Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a
syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may
purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by either exercising their
over-allotment option, in whole or in part, or purchasing shares in the open market. |
|
|
|
Stabilizing transactions permit bidders to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
|
|
|
|
Syndicate short covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover
syndicate short positions. In determining the
|
51
source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at
which they may purchase shares through the over-allotment option. If the underwriters create a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the
underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
|
|
|
Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is
purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. |
These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our
common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the New York Stock Exchange or otherwise and, if commenced, may be
discontinued at any time.
Neither we nor any of the underwriters make any representation or prediction as to the
direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these stabilizing
transactions or that any transaction, once commenced, will not be discontinued without notice.
Stamp Taxes
Purchasers of the shares of our common stock offered by this prospectus may be required to pay stamp taxes
and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover of this prospectus.
Notice to Canadian Residents
Resale
Restrictions
The distribution of the securities in Canada is being made only on a private placement
basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of securities are made. Any resale of the securities in Canada must be made under applicable securities
laws which will vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority.
Purchasers are advised to seek legal advice prior to any resale of the securities.
Representations of
Purchasers
By purchasing securities in Canada and accepting a purchase confirmation a purchaser is
representing to us and the dealer from whom the purchase confirmation is received that;
|
|
|
the purchaser is entitled under applicable provincial securities laws to purchase the securities without the benefit of a prospectus qualified under those
securities laws; |
|
|
|
where required by law, that the purchaser is purchasing as principal and not as agent; and |
|
|
|
the purchaser has reviewed the text above under Resale Restrictions. |
Rights of ActionsOntario Purchasers
Under Ontario securities legislation, a purchaser who purchases a security offered by this prospectus during the period of distribution will have a statutory right of action for damages, or while still
the owner of the shares,
52
for rescission against us in the event that this prospectus contains a misrepresentation. A purchaser will be deemed to have relied on the misrepresentation. The right of action for damages is
exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the shares. The right of action for
rescission is exercisable not later than 180 days from the date on which payment is made for the shares. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us. In no
case will the amount recoverable in any action exceed the price at which the shares were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we will have no liability. In
the case of an action for damages, we will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the shares as a result of the misrepresentation relied upon. These rights are in addition
to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant
statutory provisions.
Enforcement of Legal Rights
All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be
possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be
possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.
Taxation and Eligibility for Investment
Canadian purchasers of securities should consult their own legal and tax advisors with respect to the tax consequences of an investment in the securities in their particular circumstances and about the eligibility of the
securities for investment by the purchaser under relevant Canadian legislation.
Electronic Distribution
A prospectus in electronic format may be made available on the Internet sites or through other online
services maintained by one or more of the underwriters and/or selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular
underwriter or selling group member, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online
distributions will be made by the underwriters on the same basis as other allocations.
Other than the prospectus
in electronic format, the information on any underwriters or selling group members website and any information contained in any other website maintained by an underwriter or selling group member is not part of this prospectus or the
registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter or selling group member in its capacity as underwriter or selling group member and should not be relied upon by investors.
Listing
Our common stock is listed on the New York Stock Exchange under the symbol FCN.
NASD Conduct Rule
This offering is being
conducted pursuant to NASD Conduct Rule 2710(c)(8) because more than ten percent of the proceeds of this offering are being directed to affiliates of underwriters of this offering. No qualified independent underwriter is required for this offering
because there is a bona fide independent market for our common stock.
53
Our Relationships with Underwriters
Some of the underwriters or their affiliates have provided investment banking and financial advisory services for us from time to
time, for which they have received customary fees and reimbursements of expenses, and they may in the future provide additional services. In particular, Lehman Brothers Inc., one of the representatives, acted as our financial advisor and rendered a
fairness opinion, for which it received fees of $500,000, in connection with our acquisition of BRS from PwC. Banc of America Securities LLC, one of the representatives, acted as the sole lead arranger and sole book manager under both our old and
new credit facilities. Bank of America, N.A., an affiliate of Banc of America Securities LLC, acted as the administrative agent and as a lender under our old credit facility, and as the administrative agent, swing line lender and letter of credit
issuer under our new credit facility, for which it has received fees from us totaling approximately $3.3 million. SunTrust Bank, an affiliate of SunTrust Capital Markets, Inc., one of the underwriters of the offering, acted as documentation agent
and as a lender under our old credit agreement and as a lender under our new credit agreement, for which it has received fees from us totaling approximately $647,000. Bank of America, N.A. and SunTrust Bank, as lenders, will receive 49% and 15%,
respectively, of any repayment of indebtedness outstanding under our new credit facility from the net proceeds we receive from this offering.
54
The validity of our common stock offered by this prospectus will be
passed upon for us by Piper Rudnick LLP, Baltimore, Maryland. Piper Rudnick LLP provides legal services to us on an ongoing basis. Certain legal matters will be passed upon for the underwriters by Simpson Thacher & Bartlett, Palo Alto,
California.
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule at December 31, 2000 and 2001, and for each of the three years in the period ended December 31, 2001, as set forth in their reports. We have included our consolidated financial statements and schedule in this
prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLPs reports given on their authority as experts in accounting and auditing.
The financial statements of BRS at June 30, 2000, 2001 and 2002, and for each of the three years in the period ended June 30, 2002 included in this prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein and is included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC under the
Securities Act a registration statement on Form S-3 with respect to the common stock offered under this prospectus. This prospectus does not contain all of the information contained in the registration statement, certain portions of which have been
omitted under the rules of the SEC. We also file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The Exchange Act file number for our SEC filings is 001-14875. You may read and copy
the registration statement and any other document we file at the following SEC public reference room: Judiciary Plaza, 450 Fifth Street, N.W., Rm. 1024, Washington, D.C. 20549.
You may obtain information on the operation of the public reference room in Washington, D.C. by calling the SEC at 1-800-SEC-0330. We file information electronically with
the SEC. Our SEC filings are available from the SECs Internet site at http://www.sec.gov, which contains reports, proxy and information statements and other information regarding issuers that file electronically.
55
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference
the documents we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information in documents
that we file later with the SEC will automatically update and supersede information in this prospectus. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act until the completion of the offering contemplated by this prospectus:
|
|
|
Annual Report on Form 10-K for the year ended December 31, 2001, including the information incorporated by reference therein (as amended by a Form 10-K/A filed
on November 20, 2002); |
|
|
|
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002; |
|
|
|
Current Reports on Form 8-K filed on July 26, 2002 and September 13, 2002 (as amended by a Form 8-K/A filed on October 9, 2002); and
|
|
|
|
The description of our common stock which is contained in filings we have made under the Securities Exchange Act of 1934, including all amendments or reports we
have filed for the purpose of updating this description. |
We furnish our stockholders with annual reports that contain audited financial statements and quarterly reports for the first three quarters of each year that contain
unaudited interim financial information. You may obtain copies of our filings, at no cost, by writing to us at: FTI Consulting, Inc., 900 Bestgate Road, Suite 100, Annapolis, Maryland 21401, Attention: Investor Relations.
56
INDEX TO FINANCIAL STATEMENTS
|
|
Page
|
Consolidated Financial Statements of FTI Consulting, Inc.: |
|
|
|
|
F-2 |
|
|
F-3 |
|
|
F-4 |
|
|
F-5 |
|
|
F-7 |
|
|
F-8 |
|
Financial Statements of PricewaterhouseCoopers Business Recovery Services Excluding its Broker/Dealer
Activities: |
|
|
|
|
F-24 |
|
|
F-25 |
|
|
F-26 |
|
|
F-27 |
|
|
F-28 |
|
|
F-29 |
F-1
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Stockholders
FTI Consulting, Inc.
We have audited the accompanying consolidated balance sheets of FTI Consulting, Inc. and subsidiaries as of December 31, 2000 and 2001, and the related consolidated statements of income, stockholders equity, and cash
flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial position of FTI Consulting, Inc. and subsidiaries as of December 31, 2000 and 2001, and the consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.
/S/ ERNST & YOUNG LLP
Baltimore, Maryland
November 12, 2002
F-2
FTI CONSULTING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|
December 31,
|
|
|
September 30, 2002
|
|
|
|
2000
|
|
|
2001
|
|
|
|
|
|
|
|
(unaudited) |
|
|
|
(dollars in thousands) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
3,235 |
|
|
$ |
12,856 |
|
|
$ |
3,618 |
|
Accounts receivable, less allowance of $928 in 2000, $1,088 in 2001 and $6,580 in 2002 |
|
|
12,146 |
|
|
|
12,094 |
|
|
|
28,662 |
|
Unbilled receivables, less allowance of $680 in 2000, $682 in 2001 and $3,731 in 2002 |
|
|
12,226 |
|
|
|
13,675 |
|
|
|
41,091 |
|
Income taxes recoverable |
|
|
1,317 |
|
|
|
1,790 |
|
|
|
|
|
Deferred income taxes |
|
|
648 |
|
|
|
941 |
|
|
|
941 |
|
Prepaid expenses and other current assets |
|
|
1,627 |
|
|
|
2,069 |
|
|
|
2,728 |
|
Current assets of discontinued operations |
|
|
11,753 |
|
|
|
12,241 |
|
|
|
12,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
42,952 |
|
|
|
55,666 |
|
|
|
89,665 |
|
|
Property and equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
Furniture, equipment and software |
|
|
17,520 |
|
|
|
15,594 |
|
|
|
20,496 |
|
Leasehold improvements |
|
|
4,389 |
|
|
|
3,863 |
|
|
|
4,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,909 |
|
|
|
19,457 |
|
|
|
24,653 |
|
Accumulated depreciation and amortization |
|
|
(10,177 |
) |
|
|
(8,838 |
) |
|
|
(11,335 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,732 |
|
|
|
10,619 |
|
|
|
13,318 |
|
|
Deferred income taxes |
|
|
|
|
|
|
150 |
|
|
|
150 |
|
Goodwill |
|
|
77,253 |
|
|
|
75,733 |
|
|
|
318,228 |
|
Other intangible assets, net of accumulated amortization of $252 in 2002 |
|
|
|
|
|
|
|
|
|
|
4,738 |
|
Other assets |
|
|
1,168 |
|
|
|
873 |
|
|
|
4,940 |
|
Long-term assets of discontinued operations |
|
|
16,141 |
|
|
|
16,057 |
|
|
|
15,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
149,246 |
|
|
$ |
159,098 |
|
|
$ |
447,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
4,325 |
|
|
$ |
4,788 |
|
|
$ |
5,502 |
|
Accrued compensation expense |
|
|
10,339 |
|
|
|
12,536 |
|
|
|
18,825 |
|
Income taxes payable |
|
|
|
|
|
|
|
|
|
|
1,499 |
|
Deferred income taxes |
|
|
500 |
|
|
|
130 |
|
|
|
130 |
|
Current portion of long-term debt |
|
|
4,333 |
|
|
|
4,333 |
|
|
|
16,083 |
|
Billings in excess of services provided |
|
|
3,115 |
|
|
|
4,745 |
|
|
|
32,143 |
|
Other current liabilities |
|
|
177 |
|
|
|
368 |
|
|
|
434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
22,789 |
|
|
|
26,900 |
|
|
|
74,616 |
|
|
Long-term debt, less current portion |
|
|
56,167 |
|
|
|
23,833 |
|
|
|
122,833 |
|
Other long-term liabilities |
|
|
600 |
|
|
|
1,481 |
|
|
|
1,613 |
|
Deferred income taxes |
|
|
1,066 |
|
|
|
1,748 |
|
|
|
1,748 |
|
|
Commitments and contingent liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $.01 par value; 5,000,000 shares authorized, none outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $.01 par value; 45,000,000 shares authorized; 15,851,168, 19,590,938 and 23,713,055 shares issued and
outstanding in 2000, 2001 and 2002, respectively |
|
|
159 |
|
|
|
196 |
|
|
|
237 |
|
Additional paid-in capital |
|
|
53,898 |
|
|
|
75,416 |
|
|
|
193,997 |
|
Unearned compensation |
|
|
|
|
|
|
(568 |
) |
|
|
(411 |
) |
Retained earnings |
|
|
14,567 |
|
|
|
31,036 |
|
|
|
53,220 |
|
Accumulated other comprehensive income (loss) |
|
|
|
|
|
|
(944 |
) |
|
|
(838 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
68,624 |
|
|
|
105,136 |
|
|
|
246,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
149,246 |
|
|
$ |
159,098 |
|
|
$ |
447,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-3
FTI CONSULTING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
|
|
|
|
Year ended December 31,
|
|
|
Nine months ended September
30,
|
|
|
|
|
|
1999
|
|
|
2000
|
|
|
2001
|
|
|
2001
|
|
|
2002
|
|
Revenues |
|
|
|
$ |
48,914 |
|
|
$ |
95,532 |
|
|
$ |
122,317 |
|
|
$ |
91,826 |
|
|
$ |
133,556 |
|
Direct cost of revenues |
|
|
|
|
25,600 |
|
|
|
48,979 |
|
|
|
59,074 |
|
|
|
46,704 |
|
|
|
65,512 |
|
Selling, general and administrative expenses |
|
|
|
|
16,532 |
|
|
|
23,920 |
|
|
|
33,085 |
|
|
|
23,608 |
|
|
|
32,796 |
|
Amortization of goodwill and other intangible assets |
|
|
|
|
1,554 |
|
|
|
3,942 |
|
|
|
4,235 |
|
|
|
3,156 |
|
|
|
252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
|
|
43,686 |
|
|
|
76,841 |
|
|
|
96,394 |
|
|
|
73,468 |
|
|
|
98,560 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
|
|
5,228 |
|
|
|
18,691 |
|
|
|
25,923 |
|
|
|
18,358 |
|
|
|
34,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
|
|
136 |
|
|
|
253 |
|
|
|
162 |
|
|
|
148 |
|
|
|
148 |
|
Interest expense |
|
|
|
|
(4,150 |
) |
|
|
(11,024 |
) |
|
|
(4,518 |
) |
|
|
(3,681 |
) |
|
|
(2,730 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,014 |
) |
|
|
(10,771 |
) |
|
|
(4,356 |
) |
|
|
(3,533 |
) |
|
|
(2,582 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes and extraordinary item |
|
|
|
|
1,214 |
|
|
|
7,920 |
|
|
|
21,567 |
|
|
|
14,825 |
|
|
|
32,414 |
|
Income taxes |
|
|
|
|
402 |
|
|
|
3,262 |
|
|
|
8,621 |
|
|
|
6,148 |
|
|
|
13,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before extraordinary item |
|
|
|
|
812 |
|
|
|
4,658 |
|
|
|
12,946 |
|
|
|
8,677 |
|
|
|
19,393 |
|
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations of discontinued operations |
|
|
|
|
4,088 |
|
|
|
5,951 |
|
|
|
6,347 |
|
|
|
5,023 |
|
|
|
4,764 |
|
Income taxes |
|
|
|
|
1,909 |
|
|
|
2,655 |
|
|
|
2,824 |
|
|
|
2,067 |
|
|
|
1,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
|
|
|
2,179 |
|
|
|
3,296 |
|
|
|
3,523 |
|
|
|
2,956 |
|
|
|
2,791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before extraordinary item |
|
|
|
|
2,991 |
|
|
|
7,954 |
|
|
|
16,469 |
|
|
|
11,633 |
|
|
|
22,184 |
|
Extraordinary loss on early extinguishment of debt, net of income taxes of $3,078 in 2000 |
|
|
|
|
|
|
|
|
5,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
$ |
2,991 |
|
|
$ |
2,561 |
|
|
$ |
16,469 |
|
|
$ |
11,633 |
|
|
$ |
22,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before extraordinary item per common share, basic |
|
|
|
$ |
0.11 |
|
|
$ |
0.44 |
|
|
$ |
0.72 |
|
|
$ |
0.50 |
|
|
$ |
0.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before extraordinary item per common share, diluted |
|
|
|
$ |
0.11 |
|
|
$ |
0.39 |
|
|
$ |
0.66 |
|
|
$ |
0.45 |
|
|
$ |
0.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share, basic |
|
|
|
$ |
0.41 |
|
|
$ |
0.24 |
|
|
$ |
0.92 |
|
|
$ |
0.67 |
|
|
$ |
1.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share, diluted |
|
|
|
$ |
0.39 |
|
|
$ |
0.21 |
|
|
$ |
0.84 |
|
|
$ |
0.60 |
|
|
$ |
1.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-4
FTI CONSULTING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
|
|
Common Stock
|
|
|
Additional Paid-in Capital
|
|
|
Unearned Compensation
|
|
|
Retained Earnings
|
|
Accumulated Other
Comprehensive Income (Loss)
|
|
|
Total
|
|
|
|
(dollars in thousands) |
|
Balance at January 1, 1999 |
|
$ |
73 |
|
|
$ |
16,506 |
|
|
$ |
|
|
|
$ |
9,015 |
|
$ |
|
|
|
$ |
25,594 |
|
Issuance of 828,808 warrants to purchase common stock |
|
|
|
|
|
|
1,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,291 |
|
Issuance of 198,015 shares of common stock under Employee Stock Purchase Plan |
|
|
2 |
|
|
|
374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
376 |
|
Net income for 1999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,991 |
|
|
|
|
|
|
2,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 1999 |
|
|
75 |
|
|
|
18,171 |
|
|
|
|
|
|
|
12,006 |
|
|
|
|
|
|
30,252 |
|
Issuance of warrants to purchase 1,005,606 shares of common stock in connection with debt refinancing |
|
|
|
|
|
|
3,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,714 |
|
Issuance of 1,222,500 shares of common stock for the acquisition of Policano & Manzo, L.L.C. |
|
|
12 |
|
|
|
5,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,501 |
|
Issuance of 906,756 shares of common stock in exchange for debt to sellers of acquired businesses |
|
|
9 |
|
|
|
2,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,683 |
|
Retirement of 492,001 warrants to purchase common stock in connection with debt refinancing |
|
|
|
|
|
|
(1,272 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,272 |
) |
Issuance of 171,856 shares of common stock under Employee Stock Purchase Plan |
|
|
2 |
|
|
|
485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
487 |
|
Exercise of options and warrants to purchase 111,700 shares of common stock, including income tax benefit of
$34 |
|
|
1 |
|
|
|
472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
473 |
|
Issuance of 6,037,500 shares of common stock for cash, net of offering costs of $2,138 |
|
|
60 |
|
|
|
24,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,066 |
|
Issuance of 30,000 shares of restricted stock |
|
|
|
|
|
|
159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
159 |
|
Net income for 2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,561 |
|
|
|
|
|
|
2,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2000 |
|
|
159 |
|
|
|
53,898 |
|
|
|
|
|
|
|
14,567 |
|
|
|
|
|
|
68,624 |
|
Issuance of 174,906 shares of common stock under Employee Stock Purchase Plan |
|
|
2 |
|
|
|
1,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,016 |
|
Exercise of options to purchase 2,498,672 shares of common stock, including income tax benefit of $8,116
|
|
|
25 |
|
|
|
19,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,944 |
|
Exercise of warrants to purchase 1,347,082 shares of common stock |
|
|
13 |
|
|
|
3,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,458 |
|
Retirement of 311,515 shares of common stock in connection with warrant exercise |
|
|
(3 |
) |
|
|
(3,455 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,458 |
) |
Issuance of 32,100 shares of restricted stock |
|
|
|
|
|
|
595 |
|
|
|
(595 |
) |
|
|
|
|
|
|
|
|
|
|
|
Amortization of unearned compensation expense |
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
27 |
|
Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect on prior years of changing to a different method of accounting for interest rate swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(348 |
) |
|
|
(348 |
) |
Other comprehensive losschange in fair value of interest rate swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(596 |
) |
|
|
(596 |
) |
Net income for 2001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,469 |
|
|
|
|
|
|
16,469 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-5
FTI CONSULTING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY(Continued)
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
|
Unearned Compensation
|
|
|
Retained Earnings
|
|
Accumulated Comprehensive Other Income
(Loss)
|
|
|
Total
|
|
|
|
(dollars in thousands) |
|
Balance at December 31, 2001 |
|
$ |
196 |
|
$ |
75,416 |
|
|
$ |
(568 |
) |
|
$ |
31,036 |
|
$ |
(944 |
) |
|
$ |
105,136 |
|
Payment of fractional shares |
|
|
|
|
|
(16 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(16 |
) |
Issuance of 111,661 shares of common stock under Employee Stock Purchase Plan |
|
|
1 |
|
|
1,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,771 |
|
Issuance of 46,216 shares of common stock as part of purchase price of TFC |
|
|
|
|
|
1,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,010 |
|
Issuance of 3,000,000 shares of common stock as part of purchase price of BRS |
|
|
30 |
|
|
101,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101,880 |
|
Exercise of stock options to purchase 956,296 shares of common stock, including tax benefit of $9,090 |
|
|
10 |
|
|
13,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,977 |
|
Amortization of unearned compensation expense |
|
|
|
|
|
|
|
|
|
157 |
|
|
|
|
|
|
|
|
|
|
157 |
|
Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive incomechange in fair value of interest rate swaps, net of income taxes of $86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106 |
|
|
|
106 |
|
Net income for the nine months ended September 30, 2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
22,184 |
|
|
|
|
|
|
22,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2002 (unaudited) |
|
$ |
237 |
|
$ |
193,997 |
|
|
$ |
(411 |
) |
|
$ |
53,220 |
|
$ |
(838 |
) |
|
$ |
246,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-6
FTI CONSULTING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Year ended December 31,
|
|
|
Nine months ended September
30,
|
|
|
|
1999
|
|
|
2000
|
|
|
2001
|
|
|
2001
|
|
|
2002
|
|
|
|
|
|
|
(Unaudited) |
|
|
|
(dollars in thousands) |
|
Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,991 |
|
|
$ |
2,561 |
|
|
$ |
16,469 |
|
|
$ |
11,633 |
|
|
$ |
22,184 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extraordinary loss on early extinguishment of debt, before income taxes |
|
|
|
|
|
|
8,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and other amortization |
|
|
2,621 |
|
|
|
2,769 |
|
|
|
3,867 |
|
|
|
2,767 |
|
|
|
3,627 |
|
Amortization of goodwill and other intangible assets |
|
|
2,313 |
|
|
|
4,723 |
|
|
|
5,049 |
|
|
|
3,762 |
|
|
|
252 |
|
Provisions for doubtful accounts |
|
|
(197 |
) |
|
|
(116 |
) |
|
|
205 |
|
|
|
468 |
|
|
|
891 |
|
Income tax benefit from stock option exercises |
|
|
|
|
|
|
34 |
|
|
|
8,116 |
|
|
|
6,874 |
|
|
|
9,090 |
|
Non-cash stock compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
157 |
|
Non-cash interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
185 |
|
|
|
272 |
|
Other |
|
|
26 |
|
|
|
(111 |
) |
|
|
449 |
|
|
|
182 |
|
|
|
81 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, billed and unbilled |
|
|
(2,619 |
) |
|
|
(8,199 |
) |
|
|
(2,093 |
) |
|
|
(12,024 |
) |
|
|
(22,660 |
) |
Deferred income taxes |
|
|
(313 |
) |
|
|
(254 |
) |
|
|
(134 |
) |
|
|
|
|
|
|
|
|
Income taxes recoverable/payable |
|
|
730 |
|
|
|
(1,253 |
) |
|
|
(473 |
) |
|
|
(1,521 |
) |
|
|
3,289 |
|
Prepaid expenses and other current assets |
|
|
(199 |
) |
|
|
(458 |
) |
|
|
(437 |
) |
|
|
(870 |
) |
|
|
(519 |
) |
Accounts payable and accrued expenses |
|
|
316 |
|
|
|
700 |
|
|
|
463 |
|
|
|
1,377 |
|
|
|
715 |
|
Accrued compensation expenses |
|
|
2,608 |
|
|
|
4,409 |
|
|
|
2,197 |
|
|
|
1,294 |
|
|
|
4,580 |
|
Billings in excess of services provided |
|
|
15 |
|
|
|
2,567 |
|
|
|
1,630 |
|
|
|
5,158 |
|
|
|
6,501 |
|
Other current liabilities |
|
|
109 |
|
|
|
(247 |
) |
|
|
120 |
|
|
|
130 |
|
|
|
(56 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
8,401 |
|
|
|
15,596 |
|
|
|
35,428 |
|
|
|
19,415 |
|
|
|
28,404 |
|
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(3,093 |
) |
|
|
(6,640 |
) |
|
|
(4,366 |
) |
|
|
(2,485 |
) |
|
|
(5,949 |
) |
Proceeds from landlord reimbursements and sales of property and equipment |
|
|
592 |
|
|
|
47 |
|
|
|
1,231 |
|
|
|
910 |
|
|
|
3 |
|
Contingent payments to former owners of subsidiaries |
|
|
(807 |
) |
|
|
(907 |
) |
|
|
(3,023 |
) |
|
|
(516 |
) |
|
|
(121 |
) |
Acquisition of businesses including acquisition costs |
|
|
|
|
|
|
(49,404 |
) |
|
|
(211 |
) |
|
|
(2,244 |
) |
|
|
(144,629 |
) |
Change in other assets |
|
|
(1,288 |
) |
|
|
246 |
|
|
|
67 |
|
|
|
202 |
|
|
|
(669 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(4,596 |
) |
|
|
(56,658 |
) |
|
|
(6,302 |
) |
|
|
(4,133 |
) |
|
|
(151,365 |
) |
|
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock and exercise of warrants and options |
|
|
376 |
|
|
|
25,151 |
|
|
|
12,843 |
|
|
|
11,068 |
|
|
|
6,641 |
|
Borrowings under long-term debt arrangements |
|
|
33,000 |
|
|
|
151,500 |
|
|
|
|
|
|
|
|
|
|
|
119,000 |
|
Retirement of detachable stock warrants |
|
|
|
|
|
|
(1,272 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of long-term debt arrangements |
|
|
(35,500 |
) |
|
|
(130,825 |
) |
|
|
(32,334 |
) |
|
|
(26,750 |
) |
|
|
(8,250 |
) |
Payment of financing fees |
|
|
|
|
|
|
(4,894 |
) |
|
|
(17 |
) |
|
|
(15 |
) |
|
|
(3,668 |
) |
Changes in other long-term liabilities |
|
|
142 |
|
|
|
(409 |
) |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(1,982 |
) |
|
|
39,251 |
|
|
|
(19,505 |
) |
|
|
(15,697 |
) |
|
|
113,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
1,823 |
|
|
|
(1,811 |
) |
|
|
9,621 |
|
|
|
(415 |
) |
|
|
(9,238 |
) |
Cash and cash equivalents at beginning of period |
|
|
3,223 |
|
|
|
5,046 |
|
|
|
3,235 |
|
|
|
3,235 |
|
|
|
12,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
5,046 |
|
|
$ |
3,235 |
|
|
$ |
12,856 |
|
|
$ |
2,820 |
|
|
$ |
3,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-7
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in tables expressed in thousands, except per share data)
1. Description of Business and Significant Accounting Policies
Basis of Presentation of Financial Statements
Description of Business
FTI Consulting, Inc. and subsidiaries (the Company
or FTI) is a U.S. provider of turnaround, restructuring, bankruptcy and related consulting services. The Companys highly skilled professionals assist distressed companies in improving their financial position or their creditors or
other stakeholders in maximizing recovery of their claims. The Company also provides other consulting services such as corporate recovery, forensic accounting, fraud investigation and asset tracing, regulatory, intellectual property and mergers and
acquisitions advisory services. The Companys trial support practice group advises clients in all phases of litigation, including pre-filing, discovery, jury selection, trial preparation, expert testimony and the actual trial. At September 30,
2002 the Company had 1,050 employees (including 284 employees in the applied sciences practice group) in over 33 locations throughout the United States.
Principles of Consolidation
The consolidated financial
statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated.
Unaudited Interim Financial Information
The unaudited
interim financial information as of September 30, 2002 and for the nine months ended September 30, 2001 and 2002 has been prepared in accordance with generally accepted accounting principles for interim financial information and with the
instructions to Article 10 of Regulation S-X. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of such period. The operating results
for any interim period are not necessarily indicative of results for any future periods.
Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
The Company uses estimates to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable and unbilled receivables to their expected net realizable value. The Company estimates the
amount of the required allowance by reviewing the status of significant past-due receivables and analyzing historical bad debt trends. Actual collection experience has not varied significantly from estimates, due primarily to credit policies,
collection experience, and a lack of concentrations of accounts receivable. Accounts receivable balances are not collateralized.
Estimates are also required in such areas as the Companys self-insurance reserves for certain employee benefit plans and other ordinary accruals. Such estimates are based upon historical trends, current experience and knowledge
of relevant factors.
Cash Equivalents
The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.
F-8
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
1. Description of Business and Significant Accounting Policies (continued)
Property and Equipment
Property and equipment is stated at cost and depreciated using the
straight-line method. Furniture and equipment are depreciated over estimated useful lives ranging from three to seven years, and leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the lease term.
Goodwill
Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired in purchase business combinations. Prior to January 1, 2002,
goodwill was amortized over periods ranging from 20 to 25 years. Commencing January 1, 2002, goodwill is not amortized, but is tested annually for impairment at the reporting unit level. Impairment is the condition that exists when the carrying
amount of goodwill exceeds its implied fair value. The implied fair value of goodwill is the amount determined by deducting the estimated fair value of all tangible and identifiable intangible net assets of the reporting unit from the estimated fair
value of the reporting unit. If the recorded value of goodwill exceeds its implied value, an impairment charge is recorded for the excess. (See also Note 1, Impact of Adoption of Recent Accounting Pronouncements.)
Impairment of Long-Lived Assets Excluding Goodwill
Long-lived assets, excluding goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of
assets may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is
present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. Assets are grouped at the lowest level for which there is identifiable
cash flows that are largely independent of the cash flows generated by other asset groups. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets. Fair value
is generally determined by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required for a similar investment of like risk.
Assets to be disposed of are reported at the lower of carrying values or fair values, less estimated costs of disposal.
Revenue Recognition
The Company derives most of its revenues from professional service activities. The vast majority of these activities are provided under time-and-materials billing arrangements, and
revenues, consisting of billed fees and pass-through expenses, are recorded as work is performed and expenses are incurred. Revenues recognized but not yet billed to clients, have been recorded as unbilled receivables in the accompanying
consolidated balance sheets. Billings in excess of services provided represents amounts billed to clients, such as retainers, in advance of work being performed.
F-9
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
1. Description of Business and Significant Accounting Policies (continued)
Direct Cost of Revenues
Direct cost of revenues consists primarily of billable employee
compensation and related payroll benefits, the cost of consultants assigned to revenue-generating activities and direct expenses billable to clients. Direct cost of revenues does not include an allocation of overhead costs.
Stock Options and Stock Granted to Employees
The Company records compensation expense for all stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25, Accounting for Stock
Issued to Employees (APB No. 25). Under APB No. 25, compensation expense is recorded over the vesting period to the extent that the fair value of the underlying stock on the date of grant exceeds the exercise or acquisition price of
the stock or stock-based award. Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (Statement 123) encourages companies to recognize expense for stock-based awards based on their estimated
value on the date of grant. Statement 123 requires the disclosure of pro forma income and earnings per share data in the notes to the financial statements if the fair value method is not adopted. The Company has supplementally disclosed in Note 7
the required pro forma information as if the fair value method had been adopted.
The Company also
periodically issues restricted and unrestricted stock to employees in connection with new hires and performance evaluations. The fair market value on the date of issue of unrestricted stock is immediately charged to compensation expense, and the
fair value on the date of issue of restricted stock is charged to compensation expense ratably over the restriction period.
Income Taxes
The Company uses the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse.
Accounting Change and Interest Rate Swaps
Effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended, which requires that all derivative instruments be reported on the balance sheet at fair value and that changes in a derivatives fair value be recognized currently in earnings unless specified
hedge criteria are met. Under Statement 133, if an interest rate swap is designated a cash flow hedge, the effective portions of the changes in the fair value of the swap are recorded in other comprehensive income. Ineffective portions of changes in
the fair value of cash flow hedges are recognized in earnings.
As part of managing the exposure to changes in the
market interest rates on its variable rate debt, the Company has entered into various interest rate swap transactions with financial institutions acting as the counterparty. To ensure both appropriate use as a hedge and hedge accounting treatment,
all swaps entered into are designated according to the hedge objective against a specific debt issue. The notional amounts, rates and maturities of the Companys interest rate swaps are closely matched to the related terms of hedged debt
obligations. None of the Companys interest rate swaps would result in a significant loss to the Company if a counterparty failed to perform according to the terms of the agreement.
The Company recorded a cumulative effect adjustment to other comprehensive loss of $(348,000), net of tax, in 2001 in accordance with the transition provisions of Statement
133.
F-10
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
1. Description of Business and Significant Accounting Policies (continued)
Impact of Adoption of Recent Accounting PronouncementsGoodwill and Other Intangible Assets
As of January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (Statement 142). Under the new rules, goodwill and other intangible assets deemed
to have indefinite lives are no longer amortized, but are subject to annual impairment tests in accordance with the Statement. Other intangible assets with finite lives will continue to be amortized over their useful lives.
The goodwill amortization expense and net income of the Company for the three years ended December 31, 2001 and nine months
ended September 30, 2002 and 2001 are as follows:
|
|
Year ended December 31
|
|
Nine months ended September
30
|
|
|
1999
|
|
2000
|
|
2001
|
|
2001
|
|
2002
|
Reported net income |
|
$ |
2,991 |
|
$ |
2,561 |
|
$ |
16,469 |
|
$ |
11,633 |
|
$ |
22,184 |
Goodwill amortization, net of income taxes |
|
|
1,305 |
|
|
2,708 |
|
|
2,979 |
|
|
2,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income |
|
$ |
4,296 |
|
$ |
5,269 |
|
$ |
19,448 |
|
$ |
13,839 |
|
$ |
22,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share, basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported net income |
|
$ |
0.41 |
|
$ |
0.24 |
|
$ |
0.92 |
|
$ |
0.67 |
|
$ |
1.08 |
Goodwill amortization, net of income taxes |
|
|
0.18 |
|
|
0.26 |
|
|
0.17 |
|
|
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income |
|
$ |
0.59 |
|
$ |
0.50 |
|
$ |
1.09 |
|
$ |
0.80 |
|
$ |
1.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share, diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported net income |
|
$ |
0.39 |
|
$ |
0.21 |
|
$ |
0.84 |
|
$ |
0.60 |
|
$ |
1.01 |
Goodwill amortization, net of income taxes |
|
|
0.17 |
|
|
0.23 |
|
|
0.15 |
|
|
0.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income |
|
$ |
0.56 |
|
$ |
0.44 |
|
$ |
0.99 |
|
$ |
0.72 |
|
$ |
1.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill amortization included in income from operations
of discontinued operations is as follows:
|
|
Year ended December 31
|
|
Nine months ended September 30
|
|
|
1999
|
|
2000
|
|
2001
|
|
2001
|
|
2002
|
Goodwill amortization |
|
$ |
759 |
|
$ |
781 |
|
$ |
841 |
|
$ |
606 |
|
$ |
|
During the second quarter of 2002, the Company completed the
transitional impairment tests of its recorded goodwill at January 1, 2002. No impairment of goodwill was identified as a result of these tests.
The changes in the carrying amount of goodwill for the nine months ended September 30, 2002, are as follows:
|
|
As Reported
|
|
Less Discontinued Operations
|
|
|
Continuing Operations
|
Balance as of January 1, 2002 |
|
$ |
90,156 |
|
$ |
(14,423 |
) |
|
$ |
75,733 |
Goodwill acquired during the year: |
|
|
|
|
|
|
|
|
|
|
Contingent payments to former owners of subsidiaries |
|
|
120 |
|
|
|
|
|
|
120 |
Acquisition of TFC |
|
|
3,803 |
|
|
|
|
|
|
3,803 |
Acquisition of BRS |
|
|
238,572 |
|
|
|
|
|
|
238,572 |
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2002 |
|
$ |
332,651 |
|
$ |
(14,423 |
) |
|
$ |
318,228 |
|
|
|
|
|
|
|
|
|
|
|
F-11
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
1. Description of Business and Significant Accounting Policies (continued)
Impact of Recent Accounting PronouncementsAccounting for the Impairment or Disposal of Long-Lived Assets
As of January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (Statement 144).
Statement 144 supersedes and serves to clarify and further define the provisions of Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and
provides a single accounting model for long-lived assets to be disposed of.
Statement 144 does not apply
to goodwill and other intangible assets that are not amortized, and retains the Companys current policy to recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable from its undiscounted future cash
flows and to measure the impairment loss as the difference between the carrying amount and the fair value of the asset. In July 2002, the Company announced its decision to sell its applied sciences practice group, and in accordance with Statement
144, the Company has restated its December 31, 2000 and 2001 consolidated balance sheets to segregate the current and non-current assets held for sale of its discontinued operations. The consolidated statements of income for each of the three years
in the period ended December 31, 2001 have also been restated to report the results of the Applied Sciences practice group as a separate component of net income. See Note 2 for additional information.
Impact of Recent Accounting PronouncementsReporting Extraordinary Items
In April 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 145, Recission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections (Statement 145). Among other changes, Statement 145 rescinds Statement 4, which required all gains and losses from extinguishment of
debt to be aggregated and classified as an extraordinary item, net of the related tax effect. Statement 145 provides that gains and losses from extinguishment of debt should be classified as extraordinary items only if they are unusual or infrequent
or they otherwise meet the criteria for classification as an extraordinary item, and observes that debt extinguishment transactions would seldom, if ever, result in extraordinary item classification of the resulting gains and losses. The Company
will adopt Statement 145 in January 2003, and upon adoption, will report as other expenses any extraordinary losses incurred upon the extinguishment of debt. In addition, when the Company presents for comparative purposes financial statements issued
prior to December 31, 2002, it will reclassify to other expenses any extraordinary losses recorded upon the early extinguishment of debt in those periods. In 2000, the Company reported a $5.4 million loss from the early extinguishment of certain
debt. The Company may incur an extraordinary loss from the early extinguishment of its debt from the proceeds of this offering, as well as from application of the proceeds from its pending sale of its applied sciences practice group if the sale
occurs in 2002.
Impact of Recent Accounting PronouncementsAccounting for Costs
Associated with Exit or Disposal Activities
In July 2002, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities (Statement 146). Statement 146 supersedes EITF Issue No. 94-3 Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity. Statement 146 requires that costs associated with an exit or disposal plan be recognized when incurred rather than at the date of a commitment to an exit or disposal plan.
Statement 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The adoption of Statement 146 is not expected to have a significant effect on the Companys results of operations and financial
position.
Stock Splits
The Companys board of directors authorized a 3 for 2 stock split in the form of a stock dividend to be distributed to stockholders of record on January 2, 2002. All
share and per share data included in the consolidated financial statements have been restated to reflect the stock split.
F-12
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
2. Pending Sale of Applied Sciences Practice Group
In July
2002, the Company committed to a plan to sell its applied sciences practice group, which the Company previously reported as a separate segment. The asset disposal group comprising the applied sciences practice group is available for immediate sale
in its present condition, subject only to the terms that are usual and customary for sales of such asset disposal groups. An active program to locate a buyer, and other actions required to complete the plan to sell have been initiated.
The sale of the asset disposal group is considered probable and is expected to be completed prior to July 2003.
Actions necessary to complete the plan indicate that it is unlikely significant changes to the plan will be made or that the plan will be withdrawn.
The assets comprising the applied sciences asset disposal group are measured at the lower of their carrying amount or estimated fair value less cost to sell. Property and equipment held for sale with a
carrying value of $1.6 million is no longer being depreciated. The Company currently expects to recover the $28.6 million carrying value of the assets of the disposal group. However, it is reasonably possible that depending on the sale price and the
tax structure of the transaction, the amount realized after taxes may be less than the carrying value.
Assets of the applied sciences practice group held for sale are as follows:
|
|
December 31,
|
|
September 30, |
|
|
2000
|
|
2001
|
|
2002
|
Accounts receivable, net |
|
$ |
8,234 |
|
$ |
8,341 |
|
$ |
7,972 |
Unbilled receivables, net |
|
|
2,841 |
|
|
3,224 |
|
|
4,117 |
Deferred income taxes |
|
|
381 |
|
|
384 |
|
|
384 |
Other current assets |
|
|
297 |
|
|
292 |
|
|
152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
11,753 |
|
|
12,241 |
|
|
12,625 |
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
1,423 |
|
|
1,634 |
|
|
1,553 |
Goodwill, net |
|
|
14,718 |
|
|
14,423 |
|
|
14,423 |
|
|
|
|
|
|
|
|
|
|
Total assets of discontinued operations |
|
$ |
27,894 |
|
$ |
28,298 |
|
$ |
28,601 |
|
|
|
|
|
|
|
|
|
|
Because the operations and cash flows of the applied
sciences practice group will be eliminated from the ongoing operations of the Company as a result of the disposal transaction, and because the Company will not have any significant continuing involvement in the held for sale operations after the
disposal transaction, the results of the applied sciences practice groups operations are reported for all periods presented as a separate component of income, net of income taxes. Accordingly, the statements of income for each of the three
years in the period ended December 31, 2001 have been restated to report the operations of the applied sciences practice group as a discontinued operation.
Summarized operating results of the applied sciences practice group are as follows:
|
|
Years Ended December 31,
|
|
Nine Months Ended September 30,
|
|
|
1999
|
|
2000
|
|
2001
|
|
2001
|
|
2002
|
Revenue |
|
$ |
35,693 |
|
$ |
39,232 |
|
$ |
44,042 |
|
$ |
32,358 |
|
$ |
35,078 |
Income before income taxes |
|
|
4,088 |
|
|
5,951 |
|
|
6,347 |
|
|
5,023 |
|
|
4,764 |
Net income |
|
|
2,179 |
|
|
3,296 |
|
|
3,523 |
|
|
2,956 |
|
|
2,791 |
F-13
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
3. Earnings Per Share
The following table summarizes the
computations of basic and diluted earnings per share:
|
|
Year ended December 31,
|
|
Nine months ended September 30,
|
|
|
1999
|
|
2000
|
|
|
2001
|
|
2001
|
|
2002
|
Numerator used in basic and diluted earnings per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before extraordinary item |
|
$ |
812 |
|
$ |
4,658 |
|
|
$ |
12,946 |
|
$ |
8,677 |
|
$ |
19,393 |
Income from operations of discontinued operations, net of income taxes |
|
|
2,179 |
|
|
3,296 |
|
|
|
3,523 |
|
|
2,956 |
|
|
2,791 |
Extraordinary loss on early extinguishment of debt, net of income taxes |
|
|
|
|
|
(5,393 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,991 |
|
$ |
2,561 |
|
|
$ |
16,469 |
|
$ |
11,633 |
|
$ |
22,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per common shareweighted average shares outstanding |
|
|
7,308 |
|
|
10,612 |
|
|
|
17,841 |
|
|
17,318 |
|
|
20,534 |
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
173 |
|
|
789 |
|
|
|
319 |
|
|
426 |
|
|
|
Employee stock options |
|
|
62 |
|
|
587 |
|
|
|
1,471 |
|
|
1,485 |
|
|
1,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
235 |
|
|
1,376 |
|
|
|
1,790 |
|
|
1,911 |
|
|
1,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings per common share weighted average shares outstanding and conversions
|
|
|
7,543 |
|
|
11,988 |
|
|
|
19,631 |
|
|
19,229 |
|
|
22,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before extraordinary item, basic |
|
$ |
0.11 |
|
$ |
0.44 |
|
|
$ |
0.72 |
|
$ |
0.50 |
|
$ |
0.94 |
Income from operations of discontinued operations, net of income taxes, basic |
|
|
0.30 |
|
|
0.31 |
|
|
|
0.20 |
|
|
0.17 |
|
|
0.14 |
Extraordinary loss on early extinguishment of debt, net of income taxes, basic |
|
|
|
|
|
(0.51 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share, basic |
|
$ |
0.41 |
|
$ |
0.24 |
|
|
$ |
0.92 |
|
$ |
0.67 |
|
$ |
1.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before extraordinary item, diluted |
|
$ |
0.11 |
|
$ |
0.39 |
|
|
$ |
0.66 |
|
$ |
0.45 |
|
$ |
0.88 |
Income from operations of discontinued operations net of income taxes, diluted |
|
|
0.28 |
|
|
0.27 |
|
|
|
0.18 |
|
|
0.15 |
|
|
0.13 |
Extraordinary loss on early extinguishment of debt, net of income taxes, diluted |
|
|
|
|
|
(0.45 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share, diluted |
|
$ |
0.39 |
|
$ |
0.21 |
|
|
$ |
0.84 |
|
$ |
0.60 |
|
$ |
1.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. Supplemental Disclosure of Cash Flow Information
In 2002, the Company acquired certain assets and liabilities of the domestic Business Recovery
Services division of PricewaterhouseCoopers LLP for total consideration of $243.2 million. In connection with this acquisition, assets with a fair market value of $270.6 million and liabilities of approximately $27.4 million were assumed. See Note
5.
In 2000, the Company purchased the membership interests of Policano & Manzo, L.L.C. for total
consideration of $54.9 million. In connection with this acquisition, assets with a fair market value of $58.1 million were acquired and liabilities of approximately $3.2 million were assumed. The Company did not make any acquisitions during 2001 or
1999.
F-14
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
4. Supplemental Disclosure of Cash Flow Information (continued)
The Company paid interest of $4.1 million, $10.8 million and $4.6 million, and income taxes of $2.0 million, $4.3 million and $6.0 million during fiscal years 1999, 2000 and 2001, respectively. The Company paid interest of $3.3
million and $2.3 million and income taxes of $2.9 million and $2.5 million for the nine months ended September 30, 2001 and 2002, respectively.
5. Acquisitions
Domestic Business Recovery Services
Division of PwC
On August 30, 2002, the Company acquired the domestic Business Recovery Services
division of PricewaterhouseCoopers LLP (BRS) for $141.3 million in cash (including $1.3 million in acquisition related expenses) and 3,000,000 shares of common stock valued at $101.9 million. The fair market value of the common stock was
based on the average market price of the shares over the period from two days before to two days after the date the Company entered into the definitive purchase agreement. The Company will be obligated to certain sellers that received 470,464
restricted common shares in the acquisition for additional consideration if the quoted market price of its common stock declines below $28.33 per share at the date the restrictions lapse. The amount of the additional consideration payable is the
difference between $28.33 per share and the quoted market price on the date the restrictions lapse.
BRS
was a leading provider of bankruptcy, turnaround and business restructuring services to corporations in the United States and had more than 350 people located in 15 offices across the U.S., with significant practices in New York, Dallas, Los
Angeles, Chicago and Atlanta. The acquisition of BRS enhances the Companys ability to provide consulting services in the largest and most complex turnarounds, restructurings and bankruptcies. The BRS acquisition diversifies the Companys
client base, while adding a pool of more than 350 professionals. The Company recorded significant goodwill in the acquisition as a result of the ability to earn a higher rate of return from the acquired business than would be expected if those net
assets had to be acquired or developed separately.
The Company believes the goodwill recorded as a
result of the BRS acquisition will be fully deductible for income tax purposes. The results of operations of BRS are included in the accompanying consolidated financial statements commencing August 31, 2002.
The following combined unaudited pro forma consolidated results of operations of the Company give effect to the acquisition of BRS as
if it occurred as of the beginning of the period being reported on. The results are not necessarily indicative of what would have occurred had these transactions been consummated as of the beginning of the period, or of future operations of the
Company.
|
|
Year Ended December 31, 2001
|
|
Nine Months Ended September 30, 2002
|
Revenue |
|
$ |
289,561 |
|
$ |
242,604 |
Income from continuing operations before income
taxes |
|
|
53,857 |
|
|
49,854 |
Earnings per common share from continuing operations,
diluted |
|
$ |
1.43 |
|
$ |
1.21 |
The acquisition was accounted for using the purchase method of
accounting. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition. The Company allocated the cost of the acquisition of BRS to identifiable assets and liabilities based upon their
relative fair values.
F-15
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
5. Acquisitions (continued)
Domestic Business Recovery
Services Division of PwC (continued)
At August 30, 2002 |
|
|
|
|
|
Current assets: |
|
|
|
|
|
Accounts receivable, net of allowances |
|
|
|
$ |
9,654 |
Unbilled receivables, net of allowances |
|
|
|
|
17,238 |
|
|
|
|
|
|
|
|
|
|
|
26,892 |
|
|
|
|
|
|
Estimated intangible assets subject to amortization (estimated two year weighted-average useful life) |
|
|
|
|
|
Contracts, backlog |
|
4,200 |
|
|
|
Intellectual property |
|
360 |
|
|
|
Non-compete agreement |
|
540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,100 |
Goodwill |
|
|
|
|
238,572 |
|
|
|
|
|
|
Total assets acquired |
|
|
|
|
270,564 |
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Accrued compensation |
|
|
|
|
1,709 |
Billings in excess of services provided |
|
|
|
|
25,641 |
|
|
|
|
|
|
Total liabilities assumed |
|
|
|
|
27,350 |
|
|
|
|
|
|
Net assets acquired |
|
|
|
$ |
243,214 |
|
|
|
|
|
|
Technology & Financial Consulting, Inc.
On January 2, 2002, the Company completed the acquisition of all of the outstanding common stock of
Technology & Financial Consulting, Inc. (TFC). TFC, based in Houston, Texas, provides intellectual property consulting services. As a result of the acquisition, the Company added a new practice area to its service offerings. The
total purchase price was $4.1 million, including cash payments of $3.1 million and common stock valued at $1.0 million. The value of the 46,216 common shares issued was determined based on the average market price of the shares over the period from
two days before to two days after the date the Company entered into the definitive purchase agreement on December 31, 2001. The acquisition was accounted for using the purchase method of accounting. In connection with the acquisition, assets with a
fair market value of $4.3 million including approximately $3.8 million of goodwill were acquired and liabilities of $33,000 were assumed. The results of operations of TFC are included in the accompanying consolidated financial statements commencing
January 2, 2002.
Policano & Manzo, L.L.C.
Effective January 31, 2000, the Company acquired the membership interests of Policano & Manzo, L.L.C. (P&M). P&M, based in Saddle Brook, New
Jersey, is a leader in providing bankruptcy and turnaround consulting services to large corporations, money center banks and secured lenders throughout the U.S. The purchase price totaled approximately $54.9 million, consisting of $48.3 million in
cash, 1,222,000 shares of common stock valued at $5.5 million and acquisition related expenses of $1.1 million. The acquisition was accounted for using the purchase method of accounting and approximately $52.2 million of goodwill was recorded. The
results of operations of P&M are included in the accompanying consolidated statements of income commencing January 31, 2000.
F-16
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
5. Acquisitions (continued)
Contingent Payments to Previous
Owners
In 2001, the Company paid contingent consideration aggregating approximately $3.0 million to the
former shareholders of Klick, Kent & Allen, Inc., a company acquired in 1998, and the former shareholder of L.W.G., Inc., a company acquired in 1997. The contingent payments were attributed to the achievement of specified pre-tax earnings.
Additionally, the Company paid the working capital adjustment balance of $211,000 to the former equity holders of P&M, which was acquired in 2000. There are no remaining contingent payments for any of the previous acquisitions of the Company.
6. Long-Term Debt
Long-term debt consists of the following:
|
|
December 31,
|
|
|
|
2000
|
|
|
2001
|
|
Amounts due under an $80.0 million long-term credit facility,
consisting of an amortizing term loan of $32.5 million and a $47.5 million revolving credit line, (of which zero was drawn at December 31, 2001), bearing interest at LIBOR plus variable percentages (4.02% at December 31, 2001). This facility is
secured by substantially all the assets of the Company, and the unpaid principal matures in varying amounts through December 31, 2005. |
|
$ |
60,500 |
|
|
$ |
28,166 |
|
Less current portion |
|
|
(4,333 |
) |
|
|
(4,333 |
) |
|
|
|
|
|
|
|
|
|
Total long-term debt |
|
$ |
56,167 |
|
|
$ |
23,833 |
|
|
|
|
|
|
|
|
|
|
On August 30, 2002, the Company terminated its previous credit
facility and entered into a new credit facility in connection with the acquisition of BRS. The new credit facility consists of the pre-existing term loan of $26.0 million, a new term loan of $74.0 million and a new revolving credit facility for
$100.0 million. On September 30, 2002, $1.1 million of the $26.0 million term loan was repaid. The debt under the new credit facility bears interest at an annual rate equal to LIBOR plus an applicable margin or an alternative base rate defined as
the higher of (1) the lenders announced prime rate or (2) the federal funds rate plus the sum of 50 basis points and an applicable margin. If not prepaid, the $24.9 million term loan will mature on December 1, 2005, and the $74.0 million term
loan will mature on August 30, 2006. Under the credit facility, the lenders have a security interest in substantially all of the Companys assets.
At September 30, 2002, outstanding debt under the new credit facility was $138.9 million including the balance of the revolving line of credit of $40.0 million, bearing interest at 4.95%. Under the
terms of the new credit facility the Company must apply at least half of the net proceeds obtained from any public offering of its equity securities to the repayment of the debt. Also, under the new credit facility, the Company is required to apply
all of the proceeds from the sale of its applied sciences practice group to reduce the outstanding debt.
F-17
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
6. Long-Term Debt (continued)
Aggregate maturities of debt
at September 30, 2002 are as follows:
2002 |
|
$ |
1,083 |
|
2003 |
|
|
20,000 |
|
2004 |
|
|
26,417 |
|
2005 |
|
|
30,000 |
|
2006 |
|
|
61,416 |
|
|
|
|
|
|
|
|
|
138,916 |
|
Less current portion |
|
|
(16,083 |
) |
|
|
|
|
|
Total |
|
$ |
122,833 |
|
|
|
|
|
|
The Company has entered into interest rate swap
transactions on a portion of outstanding amortizing term loans. At September 30, 2002, the notional amount of the interest rate swap transaction was $24.9 million. The swap transactions resulted in exchanging floating LIBOR rates for a fixed rate of
6.64%, and expire in 2004. The changes in the fair value of the swaps are recognized in the consolidated financial statements as changes in accumulated other comprehensive income (loss). During 2001 and 2002, the Company did not recognize a net gain
(loss) related to the interest rate swap transactions as there was no ineffective portion of the cash flow hedge nor was there any portion of the hedged instrument excluded from the assessment of hedge effectiveness. During the next twelve months,
the Company does not expect to reclassify the effective portion of the cash flow hedge captured in other comprehensive income (loss) as it does not expect a change in the probability assessment regarding the forecasted cash flows generated from the
interest rate swap transaction and the related debt obligations.
The Company is required to comply with
certain financial and non financial covenants contained in the revolving credit and term loan agreements. The Company is in compliance with all covenants as stipulated in the agreements. The terms of the credit facility prohibit the payment of
dividends without the consent of the lender.
The fair value of long-term debt approximates its carrying
value at September 30, 2002.
7. Stock Option Plans
Prior to 1997, the Company granted options to key employees under the 1992 Stock Option Plan. This plan was terminated in 1997 upon the
adoption of the 1997 Stock Option Plan. The 1997 Plan, provides for the granting to employees and non-employee directors of qualified and non-qualified options to purchase an aggregate of up to 6,225,000 shares of common stock. Options to purchase
common stock may be granted at prices not less than 50% of the fair market value of the common stock at the date of grant, for a term of no more than ten years. Vesting provisions for individual awards are at the discretion of the Board of
Directors.
F-18
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
7. Stock Option Plans (continued)
The following table
summarizes the option activity under the plans for the three-year period ended December 31, 2001:
|
|
1999
|
|
|
1999 Weighted
Avg. Exercise Price
|
|
2000
|
|
|
2000 Weighted
Avg. Exercise Price
|
|
2001
|
|
|
2001 Weighted
Avg. Exercise Price
|
Options outstanding at January 1 |
|
2,731,244 |
|
|
$ |
5.24 |
|
3,027,044 |
|
|
$ |
4.74 |
|
4,896,193 |
|
|
$ |
4.74 |
Options granted |
|
596,250 |
|
|
|
2.83 |
|
2,013,300 |
|
|
|
4.65 |
|
853,331 |
|
|
|
17.11 |
Options exercised |
|
|
|
|
|
|
|
(96,701 |
) |
|
|
3.71 |
|
(2,498,672 |
) |
|
|
4.69 |
Options forfeited |
|
(300,450 |
) |
|
|
5.50 |
|
(47,450 |
) |
|
|
4.69 |
|
(79,000 |
) |
|
|
3.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31 |
|
3,027,044 |
|
|
$ |
4.74 |
|
4,896,193 |
|
|
$ |
4.74 |
|
3,171,852 |
|
|
$ |
8.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31 |
|
1,796,387 |
|
|
$ |
5.25 |
|
2,655,200 |
|
|
$ |
4.99 |
|
1,024,352 |
|
|
$ |
5.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All options granted have an exercise price equal to or greater than
the fair value of the Companys common stock on the date of grant. Exercise prices for options outstanding as of December 31, 2001, ranged from $1.92 to $21.20 as follows:
Range of Exercise Prices
|
|
Outstanding Options
|
|
Weighted Average Exercise Price of Outstanding Options
|
|
Weighted Average Remaining Contractual Life of Outstanding Options
|
|
Exercisable Options
|
|
Weighted Average Exercise Price of Exercisable Options
|
$1.92$4.42 |
|
1,738,488 |
|
$ |
4.15 |
|
7.89 years |
|
613,488 |
|
$ |
4.15 |
$4.46$9.00 |
|
617,693 |
|
$ |
6.40 |
|
7.52 years |
|
352,693 |
|
$ |
6.11 |
$10.72$21.20 |
|
815,671 |
|
$ |
17.76 |
|
9.49 years |
|
58,171 |
|
$ |
11.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,171,852 |
|
|
|
|
|
|
1,024,352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Disclosures Required by Statement 123
For the years ended December 31, 1999, 2000 and 2001, pro forma net income and earnings per share information required by Statement 123
has been determined as if the Company had accounted for its stock options using the fair value method rather than the intrinsic value method followed by the Company. The fair value of these options was estimated at the date of grant using the
Black-Scholes option-pricing model with the following assumptions:
|
|
Year ended December 31,
|
|
|
1999
|
|
2000
|
|
2001
|
Risk free interest rate |
|
5.5% |
|
5.5% |
|
4.5% |
Expected dividend yield |
|
0% |
|
0% |
|
0% |
Expected option life |
|
4 years |
|
4 years |
|
3.38 years |
Expected stock price volatility |
|
0.7880.808 |
|
0.7790.790 |
|
0.7580.782 |
|
Weighted average fair value of granted Options |
|
$1.77 |
|
$2.09 |
|
$9.40 |
The Black-Scholes option pricing model and other models were
developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock
price volatility.
F-19
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
7. Stock Option Plans (continued)
Because the Companys stock options have
characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements opinion, the existing models do not necessarily provide
a reliable single measure of the fair value of its stock options.
For purposes of pro forma disclosures, the
estimated fair value of the options is amortized to expense over the options vesting period.
The following
table summarizes pro forma income (loss) and earnings (loss) per share:
|
|
Year ended December 31,
|
|
|
1999
|
|
2000
|
|
|
2001
|
|
Net income, as reported |
|
$ |
2,991 |
|
$ |
2,561 |
|
|
$ |
16,469 |
Pro forma net income (loss) |
|
$ |
1,820 |
|
$ |
(197 |
) |
|
$ |
14,100 |
|
Earnings per common share, basic, as reported |
|
$ |
0.41 |
|
$ |
0.24 |
|
|
$ |
0.92 |
Pro forma earnings (loss) per common share, basic |
|
$ |
0.25 |
|
$ |
(0.02 |
) |
|
$ |
0.79 |
|
Earnings per common share, diluted, as reported |
|
$ |
0.39 |
|
$ |
0.21 |
|
|
$ |
0.84 |
Pro forma earnings (loss) per common share, diluted |
|
$ |
0.24 |
|
$ |
(0.02 |
) |
|
$ |
0.72 |
8. Income Taxes
Significant components of the Companys deferred tax assets and liabilities are as follows:
|
|
December 31,
|
|
|
|
2000
|
|
|
2001
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
292 |
|
|
$ |
784 |
|
Accrued vacation and bonus |
|
|
369 |
|
|
|
275 |
|
Other |
|
|
|
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
661 |
|
|
|
1,091 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Use of cash basis for income tax purposes by subsidiary |
|
|
350 |
|
|
|
|
|
Goodwill |
|
|
610 |
|
|
|
1,407 |
|
Capitalized software |
|
|
447 |
|
|
|
341 |
|
Other |
|
|
172 |
|
|
|
130 |
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
1,579 |
|
|
|
1,878 |
|
|
|
|
|
|
|
|
|
|
Net deferred tax liability |
|
$ |
(918 |
) |
|
$ |
(787 |
) |
|
|
|
|
|
|
|
|
|
F-20
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
8. Income Taxes (continued)
Income tax expense (benefit),
from continuing operations before extraordinary item consisted of the following:
|
|
Year ended December 31,
|
|
|
|
1999
|
|
|
2000
|
|
|
2001
|
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
287 |
|
|
$ |
2,469 |
|
|
$ |
6,749 |
|
State |
|
|
428 |
|
|
|
1,047 |
|
|
|
2,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
715 |
|
|
|
3,516 |
|
|
|
8,756 |
|
Deferred (benefit): |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(190 |
) |
|
|
(145 |
) |
|
|
(49 |
) |
State |
|
|
(123 |
) |
|
|
(109 |
) |
|
|
(86 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(313 |
) |
|
|
(254 |
) |
|
|
(135 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
402 |
|
|
$ |
3,262 |
|
|
$ |
8,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys provision for income taxes from
continuing operations before extraordinary item resulted in effective tax rates that varied from the statutory federal income tax rate as follows:
|
|
Year ended December 31,
|
|
|
1999
|
|
|
2000
|
|
|
2001
|
Expected federal income tax provision at 34% |
|
$ |
413 |
|
|
$ |
2,693 |
|
|
$ |
7,333 |
Expenses not deductible for tax purposes |
|
|
40 |
|
|
|
283 |
|
|
|
74 |
State income taxes, net of federal benefit |
|
|
29 |
|
|
|
374 |
|
|
|
1,093 |
Other |
|
|
(80 |
) |
|
|
(88 |
) |
|
|
121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
402 |
|
|
$ |
3,262 |
|
|
$ |
8,621 |
|
|
|
|
|
|
|
|
|
|
|
|
The income tax provisions for interim periods in 2001 and 2002
are based on the estimated tax rates applicable for the full years. The effective income tax rate in 2002 is expected to approximate 40.5%. This rate is higher than the statutory federal income tax rate of 35% due principally to state and local
taxes.
9. Operating Leases
The Company leases office space under non-cancelable operating leases that expire in various years through 2010. The leases for certain office space contain provisions
whereby the future rental payments may be adjusted for increases in maintenance and insurance above specified amounts. The Company also leases certain furniture and equipment in its operations under operating leases having initial terms of less than
one year.
Future minimum payments under non-cancelable operating leases with initial terms of one year or more
consist of the following at December 31, 2001:
2002 |
|
$ 5,470 |
2003 |
|
5,333 |
2004 |
|
4,982 |
2005 |
|
4,650 |
2006 |
|
3,479 |
Thereafter |
|
11,928 |
|
|
|
Total minimum lease payments |
|
$35,842 |
|
|
|
F-21
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
9. Operating Leases (continued)
Rental expense consists of the
following:
|
|
Year ended December 31,
|
|
|
1999
|
|
2000
|
|
2001
|
Furniture and equipment |
|
$ |
359 |
|
$ |
323 |
|
$ |
375 |
Office and storage |
|
|
2,443 |
|
|
2,206 |
|
|
3,586 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,802 |
|
$ |
2,529 |
|
$ |
3,961 |
|
|
|
|
|
|
|
|
|
|
10. Employee Benefit Plans
The Company maintains a qualified defined contribution 401(k) plan, which covers substantially all employees. Under the plan,
participants are entitled to make both pre-tax and after-tax contributions. The Company matches a certain percentage of participant contributions pursuant to the terms of the plan, which are limited to a percent of the participants eligible
compensation. The percentage match is at the discretion of the Board of Directors. The Company made contributions of $344,000, $685,000 and $1.1 million during 1999, 2000 and 2001, respectively, related to these plans.
The Company also maintains an Employee Stock Purchase Plan, which covers substantially all employees. Under the Plan, participants are
eligible to purchase shares of the Companys common stock at a price that is equal to 85% of the lesser of the fair market value of the stock on the first or the last trading day of the offering period. Offering periods commence the first day
of each January and July in any particular year. There are 750,000 shares of the Companys common stock issuable under the Plan, of which 608,350 shares have been issued or subscribed for as of December 31, 2001.
11. Extraordinary Loss
In connection with the acquisition of P&M, the Company refinanced its debt during the first quarter of 2000 and retired all long-term debt outstanding at February 4, 2000. In connection with this
early extinguishment of debt, the Company wrote off unamortized debt discount and financing fees, incurring an extraordinary loss of $869,000 (net of a $660,000 income tax benefit).
During the fourth quarter of 2000, the Company successfully completed a secondary offering of 6,037,500 million shares of common stock. The $24.0 million proceeds, net of
offering costs, together with internal cash resources, were used to repay the $30.0 million of subordinated notes issued in connection with the acquisition of P&M. Concurrent with the repayment of the subordinated notes, the Company refinanced
its long-term debt to obtain more attractive terms and to reduce interest expense. In connection with the fourth quarter early extinguishment of debt, the Company wrote-off unamortized debt discount and financing fees and pre-payment penalties,
resulting in an extraordinary loss of $4.5 million (net of a $2.4 million income tax benefit).
12. Segment
Reporting
The Company is a multi-disciplined consulting firm with leading practices in the areas of
financial restructuring, litigation consulting and engineering and scientific investigation. Prior to September 1, 2002, the Company was organized into three operating segments: Financial Consulting, Litigation Consulting and Applied Sciences. As a
result of the acquisition of the domestic Business Recovery Services division of PricewaterhouseCoopers LLP (BRS) in August 2002 and the decision to sell the Applied Sciences practice group, the Company is now managing its operations as
one segment.
Substantially all revenue and assets are attributed to or located in the United
States. The Company does not have a single customer that represents ten percent or more of consolidated revenues for any period presented.
F-22
FTI CONSULTING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
13. Quarterly Financial Data (unaudited)
|
|
Quarter Ended
|
|
|
|
March 31, 2000
|
|
|
June 30, 2000
|
|
|
September 30, 2000
|
|
|
December 31, 2000
|
|
Revenues |
|
$ |
21,029 |
|
|
$ |
24,902 |
|
|
$ |
23,609 |
|
|
$ |
25,992 |
|
Operating expenses |
|
|
16,941 |
|
|
|
19,591 |
|
|
|
19,449 |
|
|
|
20,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
4,088 |
|
|
|
5,311 |
|
|
|
4,160 |
|
|
|
5,132 |
|
Interest, net |
|
|
(2,352 |
) |
|
|
(3,142 |
) |
|
|
(3,143 |
) |
|
|
(2,134 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes and extraordinary item |
|
|
1,736 |
|
|
|
2,169 |
|
|
|
1,017 |
|
|
|
2,998 |
|
Income taxes |
|
|
753 |
|
|
|
946 |
|
|
|
438 |
|
|
|
1,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before extraordinary item |
|
$ |
983 |
|
|
$ |
1,223 |
|
|
$ |
579 |
|
|
$ |
1,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before extraordinary item per common share, basic |
|
$ |
0.11 |
|
|
$ |
0.13 |
|
|
$ |
0.06 |
|
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before extraordinary item per common share, diluted |
|
$ |
0.10 |
|
|
$ |
0.11 |
|
|
$ |
0.05 |
|
|
$ |
0.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
8,781 |
|
|
|
9,635 |
|
|
|
9,804 |
|
|
|
14,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
9,600 |
|
|
|
11,270 |
|
|
|
11,604 |
|
|
|
15,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
|
|
|
March 31, 2001
|
|
|
June 30, 2001
|
|
|
September 30, 2001
|
|
|
December 31, 2001
|
|
|
March 31, 2002
|
|
|
June 30, 2002
|
|
|
September 30, 2002
|
|
Revenues |
|
$ |
31,265 |
|
|
$ |
31,364 |
|
|
$ |
29,197 |
|
|
$ |
30,491 |
|
|
$ |
37,907 |
|
|
$ |
39,790 |
|
|
$ |
55,859 |
|
Operating expenses |
|
|
24,559 |
|
|
|
24,584 |
|
|
|
24,325 |
|
|
|
22,926 |
|
|
|
28,504 |
|
|
|
29,280 |
|
|
|
40,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
6,706 |
|
|
|
6,780 |
|
|
|
4,872 |
|
|
|
7,565 |
|
|
|
9,403 |
|
|
|
10,510 |
|
|
|
15,083 |
|
Interest, net |
|
|
(1,443 |
) |
|
|
(1,124 |
) |
|
|
(966 |
) |
|
|
(823 |
) |
|
|
(738 |
) |
|
|
(593 |
) |
|
|
(1,251 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations income taxes |
|
|
5,263 |
|
|
|
5,656 |
|
|
|
3,906 |
|
|
|
6,742 |
|
|
|
8,665 |
|
|
|
9,917 |
|
|
|
13,832 |
|
Income taxes |
|
|
2,249 |
|
|
|
2,337 |
|
|
|
1,562 |
|
|
|
2,473 |
|
|
|
3,445 |
|
|
|
3,999 |
|
|
|
5,577 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
3,014 |
|
|
$ |
3,319 |
|
|
$ |
2,344 |
|
|
$ |
4,269 |
|
|
$ |
5,220 |
|
|
$ |
5,918 |
|
|
$ |
8,255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations per common share, basic |
|
$ |
0.19 |
|
|
$ |
0.19 |
|
|
$ |
0.12 |
|
|
$ |
0.22 |
|
|
$ |
0.26 |
|
|
$ |
0.29 |
|
|
$ |
0.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations per common share, diluted |
|
$ |
0.17 |
|
|
$ |
0.17 |
|
|
$ |
0.12 |
|
|
$ |
0.20 |
|
|
$ |
0.24 |
|
|
$ |
0.27 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
15,933 |
|
|
|
17,228 |
|
|
|
18,760 |
|
|
|
19,397 |
|
|
|
19,783 |
|
|
|
20,176 |
|
|
|
21,623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
18,051 |
|
|
|
19,202 |
|
|
|
20,340 |
|
|
|
20,827 |
|
|
|
21,353 |
|
|
|
21,647 |
|
|
|
23,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14. Contingencies
The Company is subject to legal actions arising in the ordinary course of its business. In managements opinion, the Company has
adequate legal defenses and/or insurance coverage with respect to the eventuality of such actions and does not believe any settlement would materially affect the Companys financial position.
F-23
INDEPENDENT AUDITORS REPORT
To the Partners of
PricewaterhouseCoopers LLP
We have audited the accompanying statements of assets and liabilities of
PricewaterhouseCoopers Business Recovery Services Excluding its Broker/Dealer Activities (referred to as the Business), a business of PricewaterhouseCoopers LLP (PwC LLP or PwC U.S.), as of June 30, 2000, 2001 and
2002, and the related statements of income before partner distributions and benefits, cash flows and changes in PwC U.S. Investment for the years then ended. These financial statements are the responsibility of both PwC U.S. and the Business
management. Our responsibility is to express an opinion on these financial statements based on our audits.
We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material aspects, the financial position of PricewaterhouseCoopers Business Recovery Services Excluding its Broker/Dealer Activities as
of June 30, 2000, 2001 and 2002, and its income before partner distributions and benefits and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
/S/ DELOITTE & TOUCHE LLP
New York, New York
August 9, 2002
F-24
PRICEWATERHOUSECOOPERS BUSINESS RECOVERY SERVICES
EXCLUDING ITS BROKER/DEALER ACTIVITIES
STATEMENTS OF ASSETS AND LIABILITIES JUNE 30, 2000, 2001 AND 2002
(In Thousands)
|
|
2000
|
|
2001
|
|
|
2002
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable (net of allowances of $7,068, $9,074 and $11,637 at June 30, 2000, 2001 and 2002,
respectively) |
|
$ |
9,407 |
|
$ |
13,076 |
|
|
$ |
15,600 |
|
Unbilled receivables |
|
|
12,176 |
|
|
20,293 |
|
|
|
19,730 |
|
Prepaid and other current assets |
|
|
|
|
|
187 |
|
|
|
211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
21,583 |
|
|
33,556 |
|
|
|
35,541 |
|
TOTAL ASSETS |
|
$ |
21,583 |
|
$ |
33,556 |
|
|
$ |
35,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND PwC U.S. INVESTMENT |
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
Accrued payroll and related benefits (Note 5) |
|
$ |
3,114 |
|
$ |
5,501 |
|
|
|
6,765 |
|
Amounts due to PwC U.S. (Note 4) |
|
|
4,263 |
|
|
4,139 |
|
|
|
3,184 |
|
Accounts payable and accrued liabilities |
|
|
653 |
|
|
530 |
|
|
|
521 |
|
Billings in excess of services earned |
|
|
11,287 |
|
|
26,393 |
|
|
|
45,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
19,317 |
|
|
36,563 |
|
|
|
55,473 |
|
COMMITMENTS AND CONTINGENCIES (Note 6) |
|
|
|
|
|
|
|
|
|
|
|
PwC U.S. INVESTMENT |
|
|
2,266 |
|
|
(3,007 |
) |
|
|
(19,932 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND PwC U.S. INVESTMENT |
|
$ |
21,583 |
|
$ |
33,556 |
|
|
$ |
35,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an
integral part of these financial statements.
F-25
PRICEWATERHOUSECOOPERS BUSINESS RECOVERY SERVICES
EXCLUDING ITS BROKER/DEALER ACTIVITIES
INCOME STATEMENTS BEFORE PARTNER DISTRIBUTIONS AND BENEFITS YEAR ENDED JUNE 30, 2000, 2001 AND 2002
(In Thousands)
|
|
2000
|
|
2001
|
|
2002
|
REVENUES |
|
$ |
141,093 |
|
$ |
156,948 |
|
$ |
179,262 |
Cost of services* |
|
|
60,744 |
|
|
64,943 |
|
|
64,642 |
Reimbursables and subcontractor costs |
|
|
9,401 |
|
|
12,844 |
|
|
14,275 |
|
|
|
|
|
|
|
|
|
|
Total costs of services* |
|
|
70,145 |
|
|
77,787 |
|
|
78,917 |
Selling, general and administrative expenses* |
|
|
30,851 |
|
|
28,387 |
|
|
33,542 |
|
|
|
|
|
|
|
|
|
|
Operating Income* |
|
|
40,097 |
|
|
50,774 |
|
|
66,803 |
Interest expense |
|
|
422 |
|
|
715 |
|
|
603 |
Other expense |
|
|
364 |
|
|
605 |
|
|
584 |
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE PARTNER DISTRIBUTIONS AND BENEFITS* |
|
$ |
39,311 |
|
$ |
49,454 |
|
$ |
65,616 |
|
|
|
|
|
|
|
|
|
|
* Excludes payment for partner distributions
and benefits.
The accompanying notes are
an integral part of these financial statements.
F-26
PRICEWATERHOUSECOOPERS BUSINESS RECOVERY SERVICES
EXCLUDING ITS BROKER/DEALER ACTIVITIES
YEAR ENDED JUNE 30, 2000, 2001 AND 2002
(In Thousands)
|
|
2000
|
|
|
2001
|
|
|
2002
|
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Income before partner distributions and benefits |
|
$ |
39,311 |
|
|
$ |
49,454 |
|
|
$ |
65,616 |
|
Adjustments to reconcile to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for bad debts |
|
|
6,156 |
|
|
|
3,006 |
|
|
|
3,763 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(8,305 |
) |
|
|
(6,675 |
) |
|
|
(6,287 |
) |
Unbilled receivables |
|
|
(2,830 |
) |
|
|
(8,117 |
) |
|
|
563 |
|
Prepaid and other current assets |
|
|
109 |
|
|
|
(187 |
) |
|
|
(24 |
) |
Accrued payroll and related benefits |
|
|
(518 |
) |
|
|
2,387 |
|
|
|
1,264 |
|
Accounts payable and accrued liabilities |
|
|
119 |
|
|
|
(123 |
) |
|
|
(9 |
) |
Billings in excess of services earned |
|
|
8,082 |
|
|
|
15,106 |
|
|
|
18,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
42,124 |
|
|
|
54,851 |
|
|
|
83,496 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Amount (due to) from PwC U.S. |
|
|
721 |
|
|
|
(124 |
) |
|
|
(955 |
) |
Activity in PwC U.S. investment, net |
|
|
(42,845 |
) |
|
|
(54,727 |
) |
|
|
(82,541 |
) |
Net cash used in financing activities |
|
|
(42,124 |
) |
|
|
(54,851 |
) |
|
|
(83,496 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH EQUIVALENTS |
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF YEAR |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an
integral part of these financial statements.
F-27
PRICEWATERHOUSECOOPERS BUSINESS RECOVERY SERVICES
EXCLUDING ITS BROKER/DEALER ACTIVITIES
STATEMENTS OF CHANGES IN PwC U.S. INVESTMENT JUNE 30, 2000, 2001 AND 2002
(In Thousands)
BALANCE AS OF JUNE 30, 1999 |
|
$ |
5,800 |
|
Income before partner distributions and benefits |
|
|
39,311 |
|
Activity in PwC U.S. investment, net |
|
|
(42,845 |
) |
|
|
|
|
|
BALANCE AS OF JUNE 30, 2000 |
|
|
2,266 |
|
Income before partner distributions and benefits |
|
|
49,454 |
|
Activity in PwC U.S. investment, net |
|
|
(54,727 |
) |
|
|
|
|
|
BALANCE AS OF JUNE 30, 2001 |
|
|
(3,007 |
) |
Income before partner distributions and benefits |
|
|
65,616 |
|
Activity in PwC U.S. investment, net |
|
|
(82,541 |
) |
|
|
|
|
|
BALANCE AS OF JUNE 30, 2002 |
|
$ |
(19,932 |
) |
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-28
PRICEWATERHOUSECOOPERS BUSINESS RECOVERY SERVICES
EXCLUDING ITS BROKER/DEALER ACTIVITIES
NOTES TO FINANCIAL STATEMENTS JUNE 30, 2000, 2001 AND 2002
(In Thousands)
1. NATURE OF OPERATIONS
The Business Recovery Services business unit excluding the broker/dealer activities (the Business) of PricewaterhouseCoopers
LLP (PwC LLP or PwC U.S.) is a provider of financial and strategic services to under-performing and troubled businesses.
The Business focuses on solutions to help troubled businesses through bankruptcy advisory services, crisis management and consulting, as well as trustee and receiver services. The Business works with
under-performing companies to help rebuild shareholder value.
On July 24, 2002, PricewaterhouseCoopers LLP and
FTI Consulting, Inc. entered into an agreement for the purchase and sale of assets of the Business.
2. BASIS
OF PRESENTATION
The financial statements of the Business are prepared in accordance with accounting
principles generally accepted in the United States of America (U.S. GAAP). All material inter-firm balances and transactions have been eliminated.
These financial statements have been derived from the books and records of PwC U.S. Accordingly, assumptions and allocations have been made which are estimates (Notes 3 and 4). Management believes that
the assumptions and allocations underlying these financial statements are reasonable. Management does not believe, however, that it is practical to estimate what these expenses would have been had the Business operated as an independent entity,
including any expenses associated with obtaining any of these services from unaffiliated entities. In addition, the Business receives referrals from other business units of PwC U.S. that may not continue.
PwC U.S. is a partnership where earnings are allocable to its partners and principals. Partnership distributions are not considered
executive compensation in the customary sense of that term because partnership distributions are comprised of distributions of current earnings. Therefore, it is not practical to differentiate the ownership components of distributions to
partners from the compensation components of such distributions. As a result, the financial statements do not reflect the assets and liabilities or income before partner distributions and benefits had the Business operated as a stand-alone entity.
These benefits principally include retirement benefits and certain group insurance coverage.
The
Merger of Coopers & Lybrand and Price Waterhouse Global Networks. Effective July 1, 1998, substantially all of the various professional services firms comprising the global networks of Coopers & Lybrand
and Price Waterhouse combined on a country-by-country or regional basis and established a new global network of combined firms that comprise PricewaterhouseCoopers (PwC). The PwC network of firms adopted a coordinated strategy, branding
and standards of operations on a global basis under a common global management team.
The combination of
partners book capital interests have been accounted for as a combination at predecessor basis as of the date of combination. In the combination of the partnerships, neither predecessor partner group received a partnership interest that
represents a fair value residual equity interest in the combined partnerships. Partners rights are limited to the amount of their book capital contributed and any allocated but undistributed profits. Partners continued to maintain their same
book capital account in the combined partnership and agreed to share profits in the combined firm on the same basis as prior to the combination.
F-29
PRICEWATERHOUSECOOPERS BUSINESS RECOVERY SERVICES
EXCLUDING ITS BROKER/DEALER ACTIVITIES
NOTES TO FINANCIAL STATEMENTS(Continued)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash EquivalentsCash and cash equivalents are managed centrally within PwC U.S. The Business does not
maintain any cash and cash equivalent balances of its own.
Fair Value of Financial
InstrumentsAll financial instruments, principally accounts receivable and unbilled receivables, are stated at historical cost, which approximates fair value due generally to their short-term nature.
Property and EquipmentThe Business does not individually own property and equipment. These types of assets are not
included in the statements of assets and liabilities. PwC U.S. allocates to the Business its applicable portion of facilities costs incurred by PwC U.S. See Note 4 for a discussion of allocated costs.
Provision for TaxesNo income tax provision is recorded in the historical financial statements of the Business, since
PwC U.S. is a partnership and the tax effects accrue directly to its partners.
Revenue
RecognitionRevenues include all amounts billable to clients, including professional services provided by partners and employees of the Business, as well as subcontractors working for the Business. Revenues are recognized in the period
in which services are rendered at net realizable value. Reimbursements, including those related to travel and other out-of-pocket expenses, as well as subcontractor fees and expenses are also included in revenues. Revisions to engagement revenues
recognized to date, resulting from changes in circumstances, are recorded in the period in which such changes become known.
Losses on contracts are recognized during the period in which the loss first becomes probable and reasonably estimable. Contract losses are determined to be the amount by which the estimated service costs of the contract exceed the
estimated total revenues that will be generated by the contract.
Unbilled receivables represent revenues for
services rendered and expenses incurred that have not yet been billed to clients.
Billings in excess of services
earned represents amounts billed to clients in advance of work being performed (i.e. retainers, and holdbacks). Retainers are paid by clients before work has begun, and are held on deposit until completion of work. Such amounts are either applied to
final billings or refunded to clients upon completion of work. Holdbacks are portions of client fees deferred by the Business or required to be held by courts of law to be realized upon completion of work. Holdbacks are recorded as reserves in
billings in excess of services earned until amounts are actually collected, as collection is not certain.
Cost of ServicesCost of services includes employee compensation and related benefits for client service staff, outside consultants used on client engagements, the costs of their recruitment and continuing
training, and an allocation of information technology costs attributable to these staff. Costs related to research and development activities are expensed as incurred.
Selling, General and Administrative ExpensesSelling, general and administrative expenses include general and administrative costs incurred by PwC U.S.
and allocated to the Business, as well as costs incurred directly by the Business. Selling, general and administrative costs include compensation and benefits for non-client service and practice support personnel, infrastructure expenses including:
rent, legal and professional indemnity insurance costs, new business development activities, information technology not attributable to client service staff, marketing, advertising and other firmwide costs.
F-30
PRICEWATERHOUSECOOPERS BUSINESS RECOVERY SERVICES
EXCLUDING ITS BROKER/DEALER ACTIVITIES
NOTES TO FINANCIAL STATEMENTS(Continued)
Allocated Costs and Partnership DistributionsPwC U.S. provides various services
and infrastructure to the Business. The costs of these services are allocated to the Business on bases that PwC U.S. management believes to be reasonable. See Note 4 for a discussion of allocated costs. PwC U.S. is a partnership and its earnings are
allocable to its partners. Partnership distributions are not considered executive compensation in the customary sense of that term because partnership distributions are comprised of distributions of current earnings. Therefore, it is not
practical to differentiate the ownership components of distributions to partners from the compensation components of such distributions. Accordingly, distributions and benefits for services rendered by partners have not been reflected in the income
statements before partner distributions and benefits.
Earnings Per ShareThe Business has no
single capital structure upon which to calculate earnings per share information. Accordingly, earnings per share information is not presented.
Credit RiskThe Business provides professional services to a diversified client base. The majority of client engagements are with major corporations and financial institutions. The
Business also serves a range of troubled companies varying in size from large conglomerates to mid-cap companies that retain the Business services through bankruptcy trustees. The Business performs ongoing credit evaluations of its clients and
may require advances or retainers prior to engagement. Accounts receivable are reviewed on a periodic basis and an allowance for bad debts is recorded where such amounts are determined to be uncollectible. Due to the large number of client accounts
and the diversified client base, across many industries, management does not believe that a significant concentration of credit risk loss exists.
Use of EstimatesThe preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities, or the disclosure of contingent assets and liabilities at the date of the financial statements and reported revenues and expenses during the reporting period. Actual results could differ from those estimates.
4. TRANSACTIONS WITH PwC
In the normal course of business, the Business uses the professional services of other PwC U.S. business units on the Business engagements. Related party revenues include billings for
professional services provided by the Business to other PwC U.S. business units. For the years ended June 30, 2000, 2001 and 2002, revenues include approximately $14,000, $11,600 and $5,900, respectively, related to professional services provided to
other PwC U.S. business units. Additionally, cost of services includes $32,600, $24,800 and $18,700, respectively, related to professional services received from other PwC U.S. business units. These related party transactions are settled within
PwC U.S. Investment.
Settlement of Internal Costs and Expenses within PwC U.S.PwC
U.S. provides various services and infrastructure on a centralized basis to the Business including occupancy, technology services, finance and planning, human resources, marketing and business development, risk management and practice protection,
firm-wide management, and new product development. The methods of allocating these centralized costs to the Business include relative revenues, headcount, square footage, or other basis. These service and infra-structure costs are paid or settled
with PwC U.S. using cash provided by operations of the Business. Accordingly, these costs are credited directly to the PwC U.S. Investment account, on the basis that cash generated by the Business is distributed to PwC U.S. for the settlement of
commonly incurred liabilities, acquisitions of common assets and distributions to PwC U.S. partners.
Total
allocated costs approximated $22,723, $22,523 and $26,615 for the years ended June 30, 2000, 2001 and 2002, respectively, and are included in the accompanying statements of income before partner distributions
F-31
PRICEWATERHOUSECOOPERS BUSINESS RECOVERY SERVICES
EXCLUDING ITS BROKER/DEALER ACTIVITIES
NOTES TO FINANCIAL STATEMENTS(Continued)
and benefits, as follows: costs of services of $3,621, $2,239 and $2,111; selling, general and administrative expenses of $18,455, $19,349 and $23,889; interest expense of $422, $715 and $603;
and other expense of $225, $220 and $12.
Cash receipts, which the Business generates, are collected by PwC U.S.
Such cash is generally managed via common pools for all lines of service within PwC U.S. Cash generated by the Business that is managed by PwC U.S. has not been reflected in these financial statements.
Settlement of Costs and Expenses with Employees and Allocated DebtThe Business funds its operations from internally
generated cash flows, funds provided by PwC U.S., bank borrowings, loans, or other debt of PwC U.S. PwC U.S. incurs and settles payroll and accounts payable on a centralized basis and allocates a portion of its short-term and long-term funding to
support the operations of the Business. Accordingly, prepaid and other current assets and payroll taxes and deductions are allocated based on the ratio of the Business employee expenses to total PwC U.S. employee expenses, Certain accounts
payable and accrued liabilities are allocated based on the Business ratio of non-employee expense to total PwC U.S. non-employee expense. Short-term and long-term debt are allocated to the Business based on the ratio of the Business
accounts receivable and unbilled receivables to total accounts receivable and unbilled receivables of PwC U.S. Interest is allocated to debt but is not allocated to other allocated liabilities, such as accounts payable, accrued liabilities, accrued
payroll and related benefits. Interest related to allocated debt is allocated on a monthly basis using the ratio of the Business revenues to total revenues of PwC U.S.
These allocated amounts have been included in Amounts due to PwC U.S. in the accompanying statements of assets and liabilities and are comprised of:
|
|
June 30,
|
|
|
|
2000
|
|
|
2001
|
|
|
2002
|
|
Prepaid and other current assets |
|
$ |
(150 |
) |
|
$ |
(60 |
) |
|
$ |
(453 |
) |
Payroll taxes and deductions |
|
|
547 |
|
|
|
932 |
|
|
|
1,473 |
|
Accounts payable |
|
|
615 |
|
|
|
331 |
|
|
|
1,835 |
|
Accrued and other liabilities |
|
|
726 |
|
|
|
941 |
|
|
|
329 |
|
Debt |
|
|
2,525 |
|
|
|
1,995 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts due to PwC U.S. |
|
$ |
4,263 |
|
|
$ |
4,139 |
|
|
$ |
3,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. ACCRUED PAYROLL AND RELATED BENEFITS
Accrued payroll and related benefits consisted of the following:
|
|
June 30,
|
|
|
2000
|
|
2001
|
|
2002
|
Accrued bonus |
|
$ |
2,037 |
|
$ |
4,169 |
|
$ |
5,048 |
Accrued vacation |
|
|
1,077 |
|
|
1,332 |
|
|
1,717 |
|
|
|
|
|
|
|
|
|
|
Total accrued payroll and related benefits |
|
$ |
3,114 |
|
$ |
5,501 |
|
$ |
6,765 |
|
|
|
|
|
|
|
|
|
|
The Business has various performance-driven bonus plans under which
employees are awarded cash bonuses generally based upon the performance of their unit, as well as their own individual performance against predefined goals. Bonuses are generally earned and recognized within a given fiscal year and paid in the
following fiscal year. Distributions and related benefits for partners have not been reflected in the income statements before partner distributions and benefits.
F-32
PRICEWATERHOUSECOOPERS BUSINESS RECOVERY SERVICES
EXCLUDING ITS BROKER/DEALER ACTIVITIES
NOTES TO FINANCIAL STATEMENTS(Continued)
6. COMMITMENTS AND CONTINGENCIES
LitigationThe PwC global network, as well as the Business, is involved in litigation arising in the ordinary course of business, some of which may be
related to the Business operations. Some of the actions and proceedings have been brought on behalf of various claimants and certain of these claimants seek damages of unspecified amounts. The member firms within the PwC global network have
established a series of captive insurance companies to self-insure themselves against troublesome practice matters. The insurance provided by these captive insurance companies covers, on a PwC U.S. basis, liability relating to professional services
performed by the Business as well as professional services performed by all other business units within PwC U.S. Management believes that any potential losses will not exceed the designated amounts covered by the captive insurance companies. While
the ultimate outcome of any outstanding litigation cannot be predicted with certainty, it is the opinion of management that the resolution of such litigation will not have a material adverse effect on the statements of assets and liabilities, income
before partner distributions and benefits or cash flow of the business.
In December 2000, the Trustee of Keller
Financial Services of Florida, Inc. filed an action in the United States of District Court for the Middle District of Florida, alleging that PwC U.S. work as the financial advisor of this former client, which subsequently went into bankruptcy, was
negligent and that PwC U.S. breached its fiduciary duty by not placing the client into bankruptcy soon after PwC U.S.s engagement began in June 1997. PwC U.S. believes it has meritorious legal defenses regarding this matter, and further, other
parties may have liability to the plaintiff, which would also reduce the liability, if any, of PwC U.S. Nevertheless, it is reasonably possible that this case could result in an outcome unfavorable to PwC U.S. Because this case is still in its
preliminary stages, PwC U.S. is unable to estimate the loss, or range of loss, if any, that might ultimately be incurred. PwC U.S. will retain this liability in connection with the sale to FTI.
In one matter, General Cinemas, the creditors have filed an objection to the firms final fee application in total. If successful, the firm could not collect any
of the outstanding fees and would have to disgorge any fees PwC U.S. has collected to date. The total fees collected and billed but not collected are approximately $2.1 million. The matter is still in discovery. PwC U.S. is unable to estimate the
loss, or range of loss, if any, that might ultimately be incurred.
In another matter, Aureal, the Court objected
to PwC U.S.s final fee application and ordered disgorgement of the entire fees of approximately $350,000, on various grounds. PwC U.S. is moving for reconsideration of that ruling.
In RSR, PwC U.S. provided advisory services to this distressed company. PwC U.S. declined thereafter to provide RSR with an affidavit for use against another PwC U.S.
client in litigation and further revised to provide a tolling agreement to RSR. PwC U.S. does not believe that the former client has a viable claim should it ever be brought.
LeasesPwC U.S. has obligations under long-term, noncancelable, operating lease agreements, principally for office space and data processing equipment,
including personal computers, some of which relate to the Business operations. Certain agreements are subject to periodic escalation charges for increases in real estate taxes and other charges. Renewal options are available on the majority of
the office leases. No leases are held by PwC U.S. exclusively for the benefit of the Business. PwC U.S. allocates shared occupancy costs to its business units and sub-business units based on headcount and space-utilized factors.
Rent expense, including allocated amounts, approximated $4,352, $3,966 and $6,029 for the years ended June 30, 2000, 2001 and
2002, respectively.
F-33
PRICEWATERHOUSECOOPERS BUSINESS RECOVERY SERVICES
EXCLUDING ITS BROKER/DEALER ACTIVITIES
NOTES TO FINANCIAL STATEMENTS(Continued)
7. EMPLOYEE BENEFIT PLANS
Defined Benefit Retirement and Post-retirement Benefit PlansHistorically, all employees of PwC U.S., including those of the Business, have participated
in various benefit and retirement plans sponsored by PwC U.S. The costs with respect to these plans are allocated among all of the lines of service within PwC U.S. The cost allocated to the Business for defined benefit plans included within cost of
services was $691, $859 and $1,032 for the years ended June 30, 2000, 2001 and 2002, respectively.
Additionally,
PwC U.S. has unfunded post-retirement benefit plans that provide medical and life insurance for eligible retirees, employees, and dependents, as well as post-employment benefits that include severance benefits upon involuntary separation from PwC
U.S. PwC U.S. has retained these plans, and therefore, for purposes of these financial statements, the assets and liabilities of these plans are not allocated to the Business. For the years ended June 30, 2000, 2001 and 2002, the Business recognized
expense related to post-retirement benefit plans of $284, $308 and $481, respectively.
Defined Contribution
PlansPwC U.S. sponsors the Savings Plan for Employees and Partners of PricewaterhouseCoopers LLP and the Savings Plan for Employees of PricewaterhouseCoopers LLP (collectively, the Savings Plans), defined contribution
savings plans, available to all PwC U.S. employees and partners who meet certain eligibility requirements. The Savings Plans are 401(k) based plans that allow employees to contribute up to the maximum limit established by law ($10.0, $10.5, $10.5
and $11.0 for calendar years 1999, 2000, 2001 and 2002, respectively). PwC U.S. provides a matching contribution for employees under the terms of the Savings Plans.
The costs allocated to the Business for defined contribution plans included in cost of services was $154, $253 and $381, for the years ended June 30, 2000, 2001 and 2002,
respectively.
F-34
2,119,469 Shares
FTI Consulting, Inc.
Common Stock
PROSPECTUS
, 2002
LEHMAN BROTHERS
BANC OF AMERICA SECURITIES LLC
ADAMS, HARKNESS & HILL, INC.
JANNEY MONTGOMERY SCOTT LLC
SUNTRUST ROBINSON HUMPHREY
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses payable by the Registrant in connection with the sale and
distribution of the securities offered hereby. All of the amounts shown are estimated except the SEC registration fee, the National Association of Securities Dealers filing fee and the New York Stock Exchange listing fee.
Securities and Exchange Commission registration fee |
|
$ |
8,230 |
New York Stock Exchange listing fee |
|
|
7,350 |
National Association of Securities Dealers filing fee |
|
|
9,446 |
Printing expenses |
|
|
100,000 |
Legal fees and expenses |
|
|
250,000 |
Accounting fees and expenses |
|
|
500,000 |
Miscellaneous expenses |
|
|
124,974 |
|
|
|
|
Total |
|
$ |
1,000,000 |
|
|
|
|
15. Indemnification of Officers and Directors
Section 2-418 of the Maryland General Corporation Law permits indemnification of directors, officers, agents and controlling
persons of a corporation under certain conditions and subject to certain limitations. Registrants Charter and Bylaws include provisions requiring that the Registrant indemnify its directors and officers to the fullest extent permitted by
Maryland General Corporation Law, including circumstances in which indemnification is otherwise discretionary.
The Underwriting Agreement between the Registrant and the underwriters provides for the indemnification of officers and directors of the Registrant by the underwriters against some types of liabilities arising under the Securities
Act.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed
in the Act and is therefore unenforceable.
II-1
16. Exhibits
1.1 |
|
Form of Underwriting Agreement* |
|
2.1 |
|
Agreement for the Purchase and Sale of Assets dated as of July 24, 2002, by and between PricewaterhouseCoopers LLP
and Registrant (previously filed as Exhibit 2.1 to Registrants Current Report on Form 8-K filed with the SEC on July 26, 2002, and incorporated herein by reference) |
|
4.1 |
|
Charter of Registrant (previously filed as Exhibit 4.1 to Registrants Registration Statement on Form S-8
filed with the SEC on June 28, 2001 (File No. 333-64050) and incorporated herein by reference) |
|
4.2 |
|
By-Laws of Registrant, as amended and restated (previously filed as Exhibit 3.2 to Registrants Annual Report on
Form 10-K/A for the year ended December 31, 2000, and incorporated herein by reference) |
|
4.3 |
|
Registration Rights Agreement dated as of August 30, 2002, by and between Registrant, PricewaterhouseCoopers LLP and
the other signatories thereto (previously filed as Exhibit 4.1 to Registrants Current Report on Form 8-K filed with the SEC on September 13, 2002, and incorporated herein by reference) |
|
5.1 |
|
Opinion of Piper Rudnick LLP* |
|
23.1 |
|
Consent of Ernst & Young LLP, Independent Auditors* |
|
23.2 |
|
Consent of Deloitte & Touche LLP, Independent Auditors* |
|
23.3 |
|
Consent of Piper Rudnick LLP (included in Exhibit 5.1)* |
|
24.1 |
|
Power of Attorney (included on signature page)** |
17. Undertakings
(a) The undersigned
registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrants annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act (and, where
applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. If a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Annapolis, Maryland, on November 22, 2002.
FTI CONSULTING, INC. |
|
By: |
|
/s/ JACK B. DUNN,
IV
Jack B. Dunn, IV Chairman of the Board and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of
1933, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
/s/ JACK B. DUNN, IV
Jack B. Dunn, IV |
|
Chairman of the Board and Chief Executive Officer (principal executive officer) |
|
November 22, 2002 |
|
*
Stewart J. Kahn |
|
President, Chief Operating Officer and Director |
|
November 22, 2002 |
|
/s/ THEODORE I. PINCUS
Theodore I. Pincus |
|
Executive Vice President, Chief Financial Officer (principal financial accounting officer) and Secretary
|
|
November 22, 2002 |
|
*
Denis J. Callaghan |
|
Director |
|
November 22, 2002 |
|
*
James A. Flick, Jr. |
|
Director |
|
November 22, 2002 |
|
*
Peter F. OMalley |
|
Director |
|
November 22, 2002 |
|
*
Dennis J. Shaughnessy |
|
Director |
|
November 22, 2002 |
|
*
George P. Stamas |
|
Director
|
|
November 22, 2002 |
|
*By |
|
/s/ THEODORE I.
PINCUS
|
|
|
Theodore I. Pincus, Attorney-in-fact |
II-3
Exhibit Index
|
1.1 |
|
Form of Underwriting Agreement* |
|
2.1 |
|
Agreement for the Purchase and Sale of Assets dated as of July 24, 2002, by and between PricewaterhouseCoopers LLP
and Registrant (previously filed as Exhibit 2.1 to Registrants Current Report on Form 8-K filed with the SEC on July 26, 2002, and incorporated herein by reference) |
|
4.1 |
|
Charter of Registrant (previously filed as Exhibit 4.1 to Registrants Registration Statement on Form S-8
filed with the SEC on June 28, 2001 (File No. 333-64050) and incorporated herein by reference) |
|
4.2 |
|
By-Laws of Registrant, as amended and restated (previously filed as Exhibit 3.2 to Registrants Annual Report on
Form 10-K/A for the year ended December 31, 2000, and incorporated herein by reference) |
|
4.3 |
|
Registration Rights Agreement dated as of August 30, 2002, by and between Registrant, PricewaterhouseCoopers LLP and
the other signatories thereto (previously filed as Exhibit 4.1 to Registrants Current Report on Form 8-K filed with the SEC on September 13, 2002, and incorporated herein by reference) |
|
5.1 |
|
Opinion of Piper Rudnick LLP* |
|
23.1 |
|
Consent of Ernst & Young LLP, Independent Auditors* |
|
23.2 |
|
Consent of Deloitte & Touche LLP, Independent Auditors* |
|
23.3 |
|
Consent of Piper Rudnick LLP (included in Exhibit 5.1)* |
|
24.1 |
|
Power of Attorney (included on signature page)** |
II-4
FINANCIAL STATEMENT SCHEDULES
REPORT OF INDEPENDENT AUDITORS
ON FINANCIAL STATEMENT SCHEDULE
The Board of Directors and Stockholders
FTI Consulting, Inc.
We have audited the consolidated financial statements of FTI Consulting, Inc. as of December 31, 2000 and 2001, and for each of the three years in the period
ended December 31, 2001, and have issued our report thereon dated November 12, 2002 (included elsewhere in this Registration Statement). Our audit also included the financial statement schedule listed as Schedule II to this Registration Statement.
This schedule is the responsibility of the Companys management. Our responsibility is to express an opinion based on our audits.
In our opinion, the financial
statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
Baltimore, Maryland
November 12, 2002
II-5
Schedule IIValuation and Qualifying Accounts
All schedules, other than those outlined below, are omitted as the information is not required or is otherwise furnished.
FTI Consulting, Inc. and Subsidiaries
(in
thousands)
COLUMN A
|
|
COLUMN B
|
|
COLUMN C
|
|
|
COLUMN D
|
|
|
COLUMN E
|
Description
|
|
Balance at Beginning of Period (3)
|
|
Additions
|
|
|
Deductions
|
|
|
Balance at End of Period (3)
|
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
|
|
|
|
|
YEAR ENDED DECEMBER 31, 2001: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves and allowances deducted from asset accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
1,608 |
|
$ |
2,277 |
|
$ |
|
|
|
$ |
2,115 |
(1) |
|
$ |
1,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31, 2000: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves and allowances deducted from asset accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
1,991 |
|
$ |
1,255 |
|
$ |
9 |
(2) |
|
$ |
1,647 |
(1) |
|
$ |
1,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31, 1999: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves and allowances deducted from asset accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
2,277 |
|
$ |
394 |
|
$ |
680 |
(2) |
|
$ |
|
|
|
$ |
1,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Uncollectible accounts written off, net of recoveries. |
(2) |
Allowance recorded for acquisitions. |
(3) |
Amounts exclude allowances for doubtful accounts associated with receivables held for sale. These amounts were $553 at December 31, 2001, $510 at December 31,
2000, and $234 at December 31, 1999. |
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