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These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
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You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
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scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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52-1261113
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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555 12th Street NW
Washington, D.C.
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20004
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(Address of Principal Executive Offices)
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(ZIP Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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Securities Registered Pursuant to Section 12(g) of the Act: None
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Large Accelerated Filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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DOCUMENTS INCORPORATED BY REFERENCE
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Portions of our definitive Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the end of our 2018 fiscal year are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein.
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Page
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PART I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions and Director Independence
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Item 14.
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Principal Accountant Fees and Services
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PART IV
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Item 15.
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Exhibits and Financial Statement Schedule
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Item 16.
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Form 10-K Summary
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•
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Corporate Finance & Restructuring;
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•
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Forensic and Litigation Consulting;
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•
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Economic Consulting;
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Technology; and
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•
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Strategic Communications.
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Year Ended December 31,
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|||||||
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Reportable Segment
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2018
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2017
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2016
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Corporate Finance & Restructuring
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28
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%
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27
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%
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27
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%
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Forensic and Litigation Consulting
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26
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%
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26
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%
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25
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%
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Economic Consulting
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26
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%
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27
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%
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28
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%
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Technology
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9
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%
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10
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%
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10
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%
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Strategic Communications
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11
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%
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10
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%
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10
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%
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Total
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100
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%
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100
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%
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100
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%
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Year Ended December 31,
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Year Ended December 31,
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2018
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2018
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2017
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2016
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Offices
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Countries
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Billable Headcount
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Billable Headcount
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Billable Headcount
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Corporate Finance & Restructuring
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43
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14
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948
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901
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895
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Forensic and Litigation Consulting
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56
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19
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1,153
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1,067
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1,110
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Economic Consulting
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41
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18
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708
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683
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656
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Technology
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33
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9
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306
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292
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288
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Strategic Communications
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38
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17
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641
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630
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647
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Total
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3,756
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3,573
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3,596
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•
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Turnaround & Restructuring
. We provide advisory services to help our clients stabilize finances and operations to reassure creditors and other stakeholders that proactive steps are being taken to preserve and enhance value. For clients confronting liquidity problems, excessive leverage, underperformance, overexpansion, or other business or financial issues, we develop liquidity forecasts, identify cash flow improvements, obtain financing, negotiate loan covenant waivers and guide complex debt restructuring.
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Business Transformation
. The services offered by our business transformation practice focus on improving the efficiency and effectiveness of clients’ operations by implementing systemic changes leading to sustainable results. Our expert-led teams focus on:
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Revenues
, by helping clients unlock profitability, combining consulting tools, analytics and operating experience to deploy strategies designed to deliver sustainable, accelerated revenue growth in an accelerated time frame;
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Operations
, such as sales, customers and sourcing and procurement, by analyzing data and other information that drives improvements, insights and change;
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Transactions
, such as M&A, by providing due diligence, pre- and post- advisory and merger integration services;
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Finance
, by collaborating with finance and accounting executives to address people, process and technology gaps by using data analytics and best practices to establish solutions that support finance responsibilities while balancing the company’s strategic goals, including through our interim management services that address gaps in executive expertise; and
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People
, by partnering with business leaders, management, communications and HR, to drive business results by fully addressing the people-side of change. We help organizations realize the benefits of a transformation more rapidly and deliver sustainable change that moves our clients’ businesses forward.
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Office of the Chief Financial Officer (“CFO”) Solutions
. Our Office of the CFO Solutions provides holistic, practical, value-enhancing solutions to address people, process and technology gaps. Our solutions are designed to preserve, create and sustain value and to help the CFO team achieve rapid success. We collaborate with CFOs and their finance and accounting organizations and use innovative engagement tools to provide transformation services, manage risk, deliver business intelligence capabilities, and prepare for and execute events, all while building confidence, clarity, controls and consistency.
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Interim Management
.
Through interim management services, our professionals fill the void when our clients need skilled, experienced leadership to pursue opportunities, contend with executive turnover and transition, or drive strategic transactions or change. The experienced and credentialed professionals in our transitional management practice assume executive officer level roles, providing the leadership, financial management, and operating and strategic decision-making abilities to lead transitions due to extraordinary events such as M&A, divestitures, changes in control and carve-outs of businesses from larger enterprises.
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Transactions
. We combine the disciplines of structured finance, investment banking, lender services, M&A, M&A integration, and U.S. Securities and Exchange Commission (“SEC”) and other regulatory experience to help our clients maximize value and minimize risk in M&A and other high stakes transactions. The many services that we provide relating to investment banking, lender services, M&A integration, and structured finance and transaction services include: performing due diligence reviews, evaluating key value drivers and risk factors, advising on the most advantageous tax and accounting structures, and assessing quality of earnings, quality of balance sheet and working capital requirements. We identify value enhancers and value issues. We provide comprehensive tax consulting intended to maximize a client’s return on investment. We help structure post-acquisition earn-outs and price adjustment mechanisms to allow a client to realize optimal value and perform services for clients involved in purchase price disputes such as assessing the consistent application of U.S. generally accepted accounting principles (“GAAP”), earn-out issues, working capital issues, settlement ranges and allocation of purchase price for tax purposes.
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Valuation & Financial Advisory Services
. We provide an array of forecasting, valuation and transaction support services with respect to strategic transactions, including capital markets, M&A and distressed situations. We have the expertise to provide fairness, solvency, collateral valuation, intellectual asset valuation, and going concern valuation options.
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Dispute Advisory
. We provide independent litigation consulting, including bankruptcy and avoidance litigation and industry-specific civil, commercial and regulatory dispute services. Our bankruptcy and avoidance litigation services include consulting, expert witness and trial services related to preferential payments, solvency and fraudulent conveyances, substantive consolidation, claims litigation, plan feasibility, valuation disputes and board fiduciary assessments.
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Tax Services
. We provide advisory services relating to corporate, partnership, and real estate investment trust (“REIT”) and real estate tax compliance and reporting, international taxation, debt restructuring, foreign, state and local taxes, research and development, transfer pricing, tax valuation services and value-added taxation. We advise businesses on a variety of tax matters ranging from tax transaction support to best practice process implementation and structuring.
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Executive Compensation & Corporate Governance
. We provide objective advice on the design and implementation of comprehensive executive compensation programs to attract, retain, reward and motivate management and employees for the right kind of performance while closely aligning the interests of employees with those of the company’s shareholders and investors. Our corporate governance services include succession planning, stock ownership requirements, and shareholder engagement and outreach.
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Forensic Accounting & Advisory Services
. We assist U.S. and multinational clients with responding to allegations involving the propriety of accounting, financial reporting, fraud, regulatory scrutiny and anti-corruption inquiries. We identify, collect, analyze and interpret financial and accounting data and information for fraud, accounting, complex financial reporting, audit and special committee investigations. We analyze issues, identify options and make recommendations to respond to financial misstatements, financial restatements and inadequate disclosure allegations, claims, threatened and pending litigation, regulatory inquiries and actions, and whistleblower allegations. We employ investigative skills, establish document and database controls, prepare analytical models, perform forensic accounting, present expert testimony and render opinions, and prepare written reports. We have particular expertise investigating compliance with the U.S. Foreign Corrupt Practices Act (the "FCPA") and other anti-corruption laws, including the UK Anti-Bribery Act (the "UKBA") and the Organisation for Economic Co-operation and Development (the “OECD”). We provide consulting assistance and expert witness services to securities counsel and their clients regarding inquiries and investigations initiated by the Divisions of Enforcement and Corporate Finance and Office of the Chief Accountant of the SEC. We assist clients in responding to inquiries from the Public Company Accounting Oversight Board.
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GRIP
. We utilize a multidisciplinary approach to conduct complex factual and regulatory investigations combining teams of former federal prosecutors and regulators, law enforcement and intelligence officials, forensic accountants, industry specialists and computer forensic specialists. We uncover actionable intelligence and perform value-added analysis to help our clients address and mitigate risks, protect assets, remediate compliance, make informed decisions and maximize opportunities. Our capabilities and services include white collar defense intelligence and investigations, complex commercial and financial investigations, business intelligence and investigative due diligence, political risk assessments, business risk assessments, fraud and forensic accounting investigations, computer forensics and electronics evidence, specialized fact finding, domestic and international arbitration proceedings, asset searching and analysis, IP and branding protection, anti-money laundering consulting, ethics and compliance program design, and transactional due diligence. We help our clients navigate anti-bribery and anti-corruption risk proactively (assessing and mitigating risk) and reactively (responding to allegations with multidisciplinary investigation, forensic accounting and information preservation experts). We help clients institute the necessary internal controls with which to comply, and we investigate suspected violations of the FCPA and other anti-corruption laws, including the UKBA and the OECD. We also develop remediation and
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Cybersecurity
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Our cybersecurity practice uses cutting-edge technologies and capabilities together with our comprehensive practice offerings to enable clients to address their most critical needs and integrate new solutions atop or alongside pre-existing policies and programs to address cyber threats. We help our clients understand their own environments, implement defensive strategies, identify threats, holistically respond to crises, and sustainably recover their operations and reputation after an incident.
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Dispute Advisory Services
. We provide early case assessment and pre-trial, in-trial and post-trial dispute advisory services in judicial and a broad range of alternative dispute resolution and regulatory forums, including international arbitration, to help clients assess potential, threatened and pending claims resulting from complex events, including securities, accounting and regulatory enforcement actions, valuation, solvency and acquisition disputes, intellectual property disputes and valuations, commercial disputes, including business insurance claims, financial and economic transactions, as well as accounting and professional malpractice allegations, and labor and employment disputes. We analyze records and information, including electronic information, to locate assets, trace flows of funds, identify illegal or fraudulent activity, reconstruct events from incomplete and/or corrupt data, uncover vital evidence, quantify damages and prepare for trial or settlement. In many of our engagements, we also act as an expert witness. We perform economic and commercial analyses necessary to support International Trade Commission Section 337 investigations used to prevent certain products subject to IP claims from entering the U.S.
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Trial Services
. We work as part of the team advising and supporting clients in large and highly complex civil trials. Through the use of our proprietary information technology, we turn facts and ideas into presentations and information that drive decisions. We help control litigation costs, expedite the in-trial process, prepare evidence, and help our clients to readily organize, access and present case-related data. Our proprietary TrialMax
®
software integrates documents, photographs, animations, deposition videos, audios and demonstrative graphics into a single trial preparation and presentation tool. Our graphics consulting services select the most appropriate presentation formats to maximize impact and memorability and then create persuasive graphic presentations that support, clarify and emphasize the key themes of a case. We provide illustrations and visual aids that help simplify complex technical subjects for jurors through opening and closing statement consulting, witness presentations, research presentations, exhibit plans and outlines, hardboards, scale models, storyboards, timelines, and technical and medical illustrations.
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Data & Analytics
. We deliver strategic business solutions for clients requiring in-depth identification, analysis and preservation of large, disparate sets of financial, operational and transactional data. We map relationships among various information systems and geographies, mine for specific transactions and uncover patterns that may signal fraudulent activity or transactional irregularities. We assist with recovering assets and designing and implementing safeguards to minimize the risk of recurrence. We produce detailed visualizations from complex data, making it easier to identify abnormalities and share information. We also have the expertise to perform system and information technology (“IT”) audits and due diligence.
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Compliance, Monitoring & Receivership
. Our expert industry professionals provide full-scale assessments and process improvement and support services for compliance programs, as well as act as independent monitors or in support of trustees, monitors, receivers and examiners. In matters involving the appointment of monitors, receivers or examiners by courts or regulators, our experts possess the necessary independence and skills to test and monitor compliance with and the continuing effectiveness of the terms of settlements or reforms across many industries and professions.
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Anti-Corruption Investigations & Compliance
. We help clients mitigate corruption risks and investigate and prevent corruption issues arising from the FCPA, the UKBA, Brazil’s Clean Company Act and other similar global statutes.
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Anti-Money Laundering
. We help banks, broker-dealers, money transmitters, regulators, insurers, law firms, investors and corporations investigate and address anti-money laundering and anti-corruption regulations, compliance and sanctions with specialized consulting services, combining our expertise and investigative experience with our specialized technology and data services.
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Health Solutions
.
We work with a variety of healthcare and life sciences clients to discern innovative solutions that optimize performance in the short term and prepare for future strategic, operational, financial and legal challenges. We provide a one-company team of experts across the spectrum of healthcare disciplines. These
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Antitrust & Competition Economics
. We provide financial, economic and econometric consulting services to assist clients in public policy debates, regulatory proceedings and litigation. We apply our models to complex data in order to evaluate the likely effects of transactions on prices, costs and competition. Our professionals are experts at analyzing and explaining the antitrust and competition impact of diverse transactions and proceedings relating to M&A, price fixing, monopolization and abuse of a dominant position, exclusionary conduct, bundling and tying, and predatory pricing. Our services include financial and economic analyses of policy, regulatory and litigation matters. We provide expert testimony, testimony regarding class certifications and quantification of damages analyses for corporations, governments and public-sector entities in the U.S. and around the world.
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Valuation
. We help clients identify and understand the value of their businesses in both contentious and uncontentious situations. We provide business valuation, expert valuation and expert testimony services relating to traditional commercial disputes and other matters as diverse as transaction pricing and structuring, securities fraud, valuations for financial reporting, tax, regulatory and stakeholder investment compliance, solvency issues, fraudulent transfers, post-acquisition M&A disputes and transactions, and disputes between shareholders. We provide our clients with specialized valuation opinions and expert testimony involving international disputes before international courts of jurisdiction and arbitration tribunals. We assist our clients in making economic and investment decisions that significantly affect shareholder value, economic returns and capital allocation.
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Intellectual Property
. We help clients understand and maximize the value of their intangible business assets. We calculate losses from IP infringement, apply econometrics to develop pricing structures for IP valuations and licensing, manage the purchase or sale of IP assets, negotiate with tax authorities, and determine IP-related losses in legal disputes and arbitrations. We provide IP-related advice and expert opinions and testimony for commercial transactions, intergroup transfers, M&A and negotiations with taxing authorities to a wide range of industries.
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International Arbitration
. We help clients navigate each phase of the dispute resolution process. Our international arbitration practice works with companies, governments and members of the international bar to provide independent advice and expert testimony relating to business valuations and economic damages in a wide variety of commercial and treaty disputes before international arbitration tribunals. Our services include evaluating claims, identifying and quantifying economic damages, litigation support and identifying the best approaches to achieve positive outcomes.
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Labor & Employment
. We prepare economic and statistical
analyses for clients facing disputes relating to wage and hour issues, class action, class certification, lost earnings and discrimination. Our experienced labor and employment team provide statistical analyses of data and damage exposure, review and rebut expert reports, calculate the economic value of a claim, determine if the purported class in labor and employment litigation meets legal requirements for certification, and provide expert testimony. We provide clients with statistical and economic analysis of Fair Labor Standards Act wage and hour issues, state wage and hour issues, employment discrimination issues, Equal Employment Opportunity Commission investigations, Office of Federal Contract Compliance Program audits, reduction-in-force assessments
and compensation studies.
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Public Policy
. We advise clients regarding the impact of legislation and political considerations on industries and commercial transactions. We perform financial and economic analyses of policy and regulatory matters and the effect of legislation, regulations and political considerations on a wide range of issues facing our clients around the world, such as the environment, taxation and regulations relating to global competitiveness. We provide comparative analyses of proposed policy alternatives, division of responsibilities of federal and local regulators,
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Regulated Industries
. We provide economic analysis, econometrics and network modeling to provide information to major network and regulated industry participants on the effects of regulations on global business strategies. We provide advice on pricing, valuation, risk management, and strategic and tactical challenges. We also advise clients on the transition of regulated industries to more competitive environments. Our services include economic analysis, econometrics and modeling, due diligence and expert testimony.
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Securities Litigation & Risk Management
. Our professionals apply economic theory, econometrics and the modern theory of finance to assess, quantify and manage risks inherent in global financial markets. We advise clients and testify on a variety of issues, including securities fraud, insider trading, initial public offering (“IPO”) allocations, market efficiency, market manipulation and forms of securities litigation. We also evaluate financial products such as derivatives, securitized products, collateralized obligations, special purpose entities, and structured financial instruments and transactions.
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Center for Healthcare Economics and Policy
. We support and facilitate the work of local governments, insurers, providers, physicians, employers and community-based stakeholders by providing data-driven strategies and solutions based on empirical analyses and modeling to reduce the per capita cost of healthcare, improve the health of populations, and enhance patient experience and access to care.
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Network Analysis
. We provide our clients with hindsight, insight and foresight by using our technology and experience to visualize and evaluate relationships and flows among people, groups, markets, organizations, infrastructure, IT systems, biological systems and other interconnected entities in order to understand complex interconnected data. The information we generate can be used by our clients to evaluate and defend insurance claims, support litigation and regulatory proceedings, detect fraud, identify trends and problematic events, certify class litigation claims, and investigate social and terrorist networks.
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Economic Impact Analysis
. We apply both market and macroeconomic models across a range of industries to analyze how markets and the broader economy react to changes in public policy and investments. Our clients use our analyses to formulate their strategic plans to educate key stakeholders, policymakers, regulators, the media and the public on the benefits and costs of their plans when determining the best course of action.
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E-discovery Management
.
We plan, design and manage discovery workflows and engagements to maximize responsiveness, minimize costs and risks, and provide greater budget predictability. We offer several deployment options, from a do-it-yourself on-premises model to a full-service managed services option. We offer clients the option to establish master repositories so that data need only be collected and processed once. In the repository, the data can be accessed and used across multiple matters, enabling the reuse and retention of valuable attorney work product and other information.
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Managed Document Review
. We offer Acuity
®
, a managed review offering that allows corporations and law firms to improve the cost-effectiveness of their e-discovery processes while more effectively identifying the most critical information and documents in large data sets. With Acuity
®
, we drive review efficiency by leveraging the power of analytics and artificial intelligence while ensuring rigorous project and budget oversight. Acuity
®
workflows enable collaboration among the corporation, law firm and our managed review teams.
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Collections & Computer Forensics
. We help organizations meet requirements for collecting, analyzing and producing large amounts of data from a variety of sources, including email, chat, voicemail, backup tapes, social media, the cloud, mobile devices, shared server files and databases, often on multiple continents. We provide both proactive and reactive support using expert services, methodologies and tools that help companies and their legal advisors understand technology-dependent issues. We also offer services to reconstruct data that has been deleted, misplaced or damaged.
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|
Information Governance, Privacy & Security
. We provide the people, process and technology to develop, implement and deliver information governance, privacy & security strategies that reduce corporate risk, cut storage costs, secure data, improve the e-discovery process and enable better insight into data. Services include: readiness assessment consulting and services for the General Data Protection Regulation Act, data privacy program development and managed services, scanning and quarantine of sensitive data, including personally identifiable information and trade secrets, cleanup of file share, litigation hold and preservation optimization, e-discovery readiness/meet-and-confer support, divestiture data segregation, decommission and disposition of business applications in a defensible manner, modernization of messaging policies, backup remediation, workstation and forensic image remediation, social media and messaging archive migration and remediation, migration to cloud applications, discovery of key data, enterprise content management and SharePoint migration and decommissioning, voice and audio readiness, and cybersecurity readiness assessment.
|
|
•
|
Contract Intelligence
.
Our Contract Intelligence service provides a cost-effective solution for a key component of contract life cycle management, offering organizations a centralized, organized method to review and analyze their global contract universe. Corporations and firms using our Contract Intelligence service can better find, understand and act upon contracts to meet regulatory requirements, reduce risk and recognize greater business value in business contexts such as pre-merger contract diligence, alignment of contract with new regulations and analyses of leasing agreements for compliance with new accounting standards.
|
|
•
|
Relativity
®*
. In 2017, we became an authorized provider of Relativity
®
, a third-party software product designed to help clients find relevant information quickly and accurately and manage the complexity and scope of investigations and litigation, and have successfully delivered Relativity
®
on multiple legal and regulatory engagements.
|
|
•
|
Ringtail
®*
E-discovery Software
. In September 2018, we sold our Ringtail® software and related e-discovery and document review software platform to Nuix, an information software company, for approximately $55.0 million. At the time of sale, we entered into a three-year preferred partner licensing agreement with Nuix for the Nuix Ringtail Review platform. Ringtail helps companies find relevant information quickly and accurately and manage complex investigations and transactions.
|
|
•
|
Radiance Visual Analytics Software
. Radiance is a highly scalable, visual analytics platform to search ESI from disparate sources in a single interface.
|
|
•
|
M&A Crisis Communications & Special Situations
. We specialize in advising clients on their communications to investors and other audiences to help them protect their business, brand and market positions and achieve fair valuations in capital markets. We employ a disciplined discovery process to identify preparedness gaps, assess the situation, plan for various possibilities, prepare and disseminate communications, and manage legal and political consequences. We provide services relating to a wide range of M&A scenarios, including transformative and bolt-on acquisitions, friendly and hostile takeovers, and activism defense. We also advise clients in situations that present threats to their valuation and reputation with investors such as proxy contests, financial restatements, shareholder activism, unplanned management changes and other crises. Our integrated communications services are designed to address the concerns of all internal and external stakeholders.
|
|
•
|
Capital Markets Communications
. We assist clients in developing and delivering a consistent and credible narrative to investors and the investment community. We help companies articulate and present their entry into the equity markets, from articulating the strategic rationale and investment story to preparing the registration statement with securities regulators to developing the road show for the IPO. We provide investor relations best practices programs and investor relations services and communications. We conduct perception audits and organize investor community events. We provide a wide range of research and analyses to our clients. We also help clients communicate leadership transitions and demonstrate new management credibility to investors.
|
|
•
|
Corporate Reputation
. We promote businesses and protect corporate reputations, creating solutions for our clients’ mission-critical communications needs. Our services include crisis and issues management, reputational risk advisory, stakeholder identification, mapping and engagement, messaging and organization positioning, thought leadership consultancy, corporate social responsibility, strategic media relations, employee communications, engagement and change communications, and media and presentation coaching, as well as qualitative and quantitative research.
|
|
•
|
Public Affairs & Government Relations
.
We advise senior business leaders and leading organizations around the world on how to effectively engage with governments, politicians and policymakers and respond to regulatory changes. We advise governments on how to attract investors by improving their regulatory and legal frameworks. Our integrated global team is based in leading political centers, including Berlin, Brussels, London, Melbourne and Washington, D.C. We combine public policy, economic consulting and capital markets expertise with strategic communications and business advisory skills. We offer the full range of engagement programs, ranging from crisis management of imminent legislation to longer-term shaping of the policy environment. We use a range of qualitative and quantitative tools to establish our clients’ case in connection with government investigations, political and legislative engagement, public policy debates and business strategies, whether in terms of message refinement, policy mapping, reputation benchmarking, opinion polling or speechwriting.
|
|
•
|
People & Change
. We help clients plan, design and implement internal communications and programs to increase engagement and understanding among leadership teams, employees, vendors, partners and customers. We partner with our clients to understand their unique business environment and internal and external communications aspirations. Our services assist business leaders in communicating and navigating change and transformative events, including new strategy and vision introductions, leadership positioning, M&A, operating model changes, outsourcing or insourcing, workforce consolidations or reductions, and restructurings and reorganizations. Our services are designed to align stakeholder insights with organizational needs.
|
|
•
|
Digital & Creative Communications
. We collaborate with clients to conceive and produce integrated design, content and digital strategies across all media and markets to advance business objectives with key stakeholders and the media. Our approach includes defining corporate and brand positioning, surveying the audience to gauge social sentiments and needs, demystifying complex business operations and situations, selecting a program that resonates with the marketplace, building the communications plan, launching the initiative for maximum visibility and evaluating the success of the program. We provide customized solutions to reach target audiences through digital channels. Our design and marketing teams specialize in corporate and brand identity development, website
|
|
•
|
Strategy Consulting & Research
. We provide in-depth market and stakeholder analyses to help our clients solve complex business and communications problems. Our research services include reputation benchmarking, peer analysis, benchmarking and financial market valuations, brand awareness studies and brand extension audits, including customer focus groups, shareholder analysis and investor targeting, consumer trend analysis, public opinion polling and policymaker perception audits.
|
|
•
|
M&A Activity
. M&A activity is an important driver for all of our segments. We offer services for all phases of the M&A process. Our services during the pre-transaction phase include government competition advice and pre-transaction analysis. Our services during the negotiation phase include due diligence, negotiation and other transaction advisory services, government competition and antitrust regulation services, expert advice, asset valuations and financial communications advice. We also offer post-M&A integration and transformation services.
|
|
•
|
Financial Markets
. Financial market factors, including credit and financing availability, terms and conditions, the willingness of financial institutions to provide debt modifications or relief, corporate debt levels, default rates and capital markets transactions, are significant drivers of demand for our business offerings, particularly our Corporate Finance & Restructuring and Strategic Communications segments.
|
|
•
|
Regulatory Complexity, Public Scrutiny and Investigations
. Increasingly complex global regulations and legislation, greater scrutiny of corporate governance, instances of corporate malfeasance, and more stringent and complex
|
|
•
|
Litigation and Disputes
. Litigation and business disputes, the complexity of the issues presented, and the amount of potential damages and penalties drive demand for the services offered by many of our segments, particularly our Forensic and Litigation Consulting, Economic Consulting and Technology segments. Law firms and their clients, as well as government regulators and other interested third parties, rely on independent outside resources to evaluate claims, facilitate discovery, assess damages, provide expert reports and testimony, manage the pre-trial and in-trial process, and effectively present evidence.
|
|
•
|
Operational Challenges and Opportunities
. Businesses facing challenges require the evaluation and re-evaluation of strategy, risks and opportunities as a result of crisis-driven situations, competition, regulation, innovation and other events that arise in the course of business. These challenges include enterprise risk management, global expansion, competition from established companies, and emerging businesses and technologies doing business in emerging markets, and new and changing regulatory requirements and legislation. Management, companies and their boards need outside help to recognize, understand and evaluate such events and effect change, which drives demand for independent expertise that can combine general business acumen with the specialized technical expertise of our practice offerings and industry expertise. These factors drive demand for various practices and services of all our segments.
|
|
•
|
Developing Markets
. The growth of multinational firms and global consolidation can precipitate antitrust and competition scrutiny and the spread internationally of issues and practices that historically have been more common in the U.S., such as increased and complex litigation, corporate restructuring and bankruptcy activities, and antitrust and competition scrutiny. Companies in the developing world and multinational companies can benefit from our expert advice to access capital and business markets, comply with the regulatory and other requirements of multiple countries, structure M&A transactions and conduct due diligence, which drives demand for the services of all of our segments.
|
|
•
|
Pre-eminent Businesses and Professionals
. We believe that our segments include some of the pre-eminent practices and professionals in our industry today. During
2018
, the awards and recognitions received by the Company include the following:
|
|
•
|
FTI Consulting named to
Forbes
magazine's list of America’s Best Management Consulting Firms for the third consecutive year
—
recognized in 18 sectors and functional areas
|
|
•
|
FTI Consulting named to
Consulting
magazine’s Best Firms to Work For list
|
|
•
|
FTI Consulting named
Who’s Who Legal
’s Consulting Firm of the Year award for the second consecutive year
|
|
•
|
Corporate Finance & Restructuring ranked the #1 U.S. Restructuring Advisor by
The Deal
for 11 consecutive years
|
|
•
|
FTI Consulting and Compass Lexecon had the most experts (144) recognized in the
Who’s Who Legal
Consulting Experts Guide for the third consecutive year
|
|
•
|
Compass Lexecon ranked #1 on
Global Arbitration Review
’s GAR 100 Expert Witness Firms’ Power Index
|
|
•
|
Compass Lexecon named
Who’s Who Legal
’s Competition Economics Firm of the Year for the fourth consecutive year
|
|
•
|
FTI Consulting named
Who’s Who Legal
’s Arbitration Consulting Firm of the Year for the third consecutive year
|
|
•
|
FTI Consulting named
Who’s Who Legal
’s Investigations Firm of the Year
|
|
•
|
FTI Technology named 2018 Technology Sector Consulting Firm of the Year in Australia by
Corporate Intl
magazine
|
|
•
|
Strategic Communications ranked in the top five PR Advisor by deal count and volume in
MergerMarket’
s
2018 PR Advisors League Tables
in the Global, Europe and Asia-Pacific categories
|
|
•
|
FTI Consulting named a Top 15 Strategy Consulting Firm in the Asia Pacific region by
Consultancy Asia
|
|
•
|
Diversified Service Offerings
. Our five reportable segments offer a diversified portfolio of practices providing services within our four geographic regions. Our broad range of practices and services, the diversity of our revenue streams, our specialized industry expertise and our global locations distinguish us from our competitors. This diversity helps to mitigate the impact of crises, events and changes in a particular practice, industry or country.
|
|
•
|
Diversified Portfolio of Elite Clients
. We provide services to a diverse group of clients, including global Fortune 500 companies, FTSE 100 companies, global financial institutions, banks, and local, state and national governments and agencies in the U.S. and other countries. Additionally, 96 of the 100 law firms as ranked by American Lawyer Global 100: Most Revenue List refer or engage us on behalf of multiple clients on multiple matters.
|
|
•
|
Strong Cash Flow
. Our business model has several characteristics that produce consistent cash flows. Our strong cash flow supports business operations, capital expenditures, and research and development efforts in our Technology segment and our ability to service our indebtedness and pursue our growth and other strategies.
|
|
•
|
Demand for Integrated Solutions and a Consultative Approach
. Our breadth and depth of practice and service offerings and industry expertise across the globe drive demand by businesses that seek our integrated services and consultative approach covering different aspects of event-driven occurrences, reputational issues and transactions across different jurisdictions.
|
|
•
|
Leverage Our Practitioners, Businesses, Extensive Geographic Diversification and Relationships
. We work hard to maintain and strengthen our core practices and competencies. We believe that our recognized expertise, client relationships and the quality of our reputation, coupled with our successful track record, size and geographic diversity, are the most critical elements in a decision to retain us. Many of our professionals are recognized experts in their respective fields.
|
|
•
|
Grow Organically
. Our strategy is to grow organically by increasing headcount and market share to provide clients with an attractive and evolving suite of services across our segments, as well as the industries and geographic regions in which we operate.
|
|
•
|
Attract and Retain Highly Qualified Professionals
. Our professionals are crucial to delivering our services to clients and generating new business. As of
December 31, 2018
, we employed
3,756
revenue-generating professionals, many of whom have an established and widely recognized name in their respective service and industry specialization. Through our substantial staff of highly qualified professionals, we can handle a large number of complex assignments simultaneously. To attract and retain highly qualified professionals, we offer significant compensation opportunities, including sign-on bonuses, forgivable loans, retention bonuses, cash incentive bonuses and equity compensation, along with a competitive benefits package and the chance to work on challenging global engagements with other highly skilled peers.
|
|
•
|
Enhance Profitability
. We endeavor to manage costs, headcount, utilization, bill rates and pricing for both time and materials and alternative fee arrangements to operate profitably.
|
|
•
|
Acquisitions and Other Investments
. Enhance value through capital allocation: The strength of our balance sheet gives us the flexibility to allocate capital and create shareholder value in numerous ways including investments in hiring new
|
|
•
|
fluctuations in U.S. and/or global economies, including economic downturns or recessions and the strength and rate of any general economic recoveries;
|
|
•
|
the U.S. or global financial markets and the availability, costs, and terms of credit and credit modifications;
|
|
•
|
level of leverage incurred by countries or businesses;
|
|
•
|
M&A activity;
|
|
•
|
frequency and complexity of significant commercial litigation;
|
|
•
|
overexpansion by businesses causing financial difficulties;
|
|
•
|
business and management crises, including the occurrence of alleged fraudulent or illegal activities and practices;
|
|
•
|
new and complex laws and regulations, repeals of existing laws and regulations or changes of enforcement of laws, rules and regulations, including antitrust/competition reviews of proposed M&A transactions;
|
|
•
|
other economic, geographic or political factors; and
|
|
•
|
general business conditions.
|
|
•
|
cultural and language differences;
|
|
•
|
limited “brand” recognition;
|
|
•
|
different employment laws and rules, employment or service contracts, compensation methods, and social and cultural factors that could result in employee turnover, lower utilization rates, higher costs and cyclical fluctuations in utilization that could adversely affect financial and operating results;
|
|
•
|
foreign currency disruptions and currency fluctuations between the U.S. dollar and foreign currencies that could adversely affect financial and operating results;
|
|
•
|
different legal and regulatory requirements and other barriers to conducting business;
|
|
•
|
greater difficulties in resolving the collection of receivables when legal proceedings are necessary;
|
|
•
|
greater difficulties in managing our non-U.S. operations, including client relationships, in certain locations;
|
|
•
|
disparate systems, policies, procedures and processes;
|
|
•
|
failure to comply with the FCPA and anti-bribery laws of other jurisdictions;
|
|
•
|
higher operating costs;
|
|
•
|
longer sales and/or collections cycles;
|
|
•
|
potential restrictions or adverse tax consequences for the repatriation of foreign earnings, such as trapped foreign losses and importation or withholding taxes;
|
|
•
|
different or less stable political and/or economic environments;
|
|
•
|
conflicts between and among the U.S. and countries in which we conduct business, including those arising from trade disputes or disruptions, the termination or suspension of treaties, or boycotts; and
|
|
•
|
civil disturbances or other catastrophic events that reduce business activity.
|
|
•
|
difficulties in integrating diverse corporate cultures and management styles;
|
|
•
|
disparate policies and practices;
|
|
•
|
client relationship issues;
|
|
•
|
decreased utilization during the integration process;
|
|
•
|
loss of key existing or acquired personnel;
|
|
•
|
increased costs to improve or coordinate managerial, operational, financial and administrative systems;
|
|
•
|
dilutive issuances of equity securities, including convertible debt securities, to finance acquisitions;
|
|
•
|
the assumption of legal liabilities;
|
|
•
|
future earn-out payments or other price adjustments;
|
|
•
|
potential future write-offs relating to the impairment of goodwill or other acquired intangible assets or the revaluation of assets;
|
|
•
|
difficulty or inability to collect receivables; and
|
|
•
|
undisclosed liabilities.
|
|
•
|
create, incur or assume certain liens;
|
|
•
|
make certain restricted payments, investments and loans;
|
|
•
|
create, incur or assume additional indebtedness or guarantees;
|
|
•
|
create restrictions on the payment of dividends or other distributions to us from our restricted subsidiaries;
|
|
•
|
engage in M&A transactions, consolidations, sale-leasebacks, joint ventures, and asset and security sales and dispositions;
|
|
•
|
pay dividends or redeem or repurchase our capital stock;
|
|
•
|
alter the business that we and our subsidiaries conduct;
|
|
•
|
engage in certain transactions with affiliates;
|
|
•
|
modify the terms of certain indebtedness;
|
|
•
|
prepay, redeem or purchase certain indebtedness; and
|
|
•
|
make material changes to accounting and reporting practices.
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
|
Plan Category
|
Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|
||||
|
|
(in thousands, except per share data)
|
|
||||||||
|
Equity compensation plans approved by our
security holders
|
881
|
|
(1)
|
$
|
36.48
|
|
|
1,747
|
|
(3)
|
|
Equity compensation plans not approved by our
security holders
|
54
|
|
(2)
|
36.75
|
|
|
—
|
|
|
|
|
Total
|
935
|
|
|
$
|
36.50
|
|
|
1,747
|
|
|
|
|
|
(1)
|
Includes up to (i) 11,826 shares of common stock issuable upon vesting and exercise of outstanding stock options granted under our 2004 Long-Term Incentive Plan (as Amended and Restated Effective as of May 14, 2008); (ii) 70,523 shares of common stock issuable upon vesting and exercise of outstanding stock options granted under our 2006 Global Long-Term Incentive Plan (as Amended and Restated Effective as of May 14, 2008); and (iii) 798,968 shares of common stock issuable upon vesting and exercise of outstanding stock options granted under our 2009 Omnibus Incentive Compensation Plan (as Amended and Restated Effective as of June 3, 2015).
|
|
(2)
|
Includes up to 53,552 shares of common stock issuable upon exercise of fully vested stock options granted as employment inducement on July 30, 2014 to an executive officer hire pursuant to Rule 303.08 of the NYSE.
|
|
(3)
|
Includes
1,746,500
shares of common stock available for issuance under our 2017 Omnibus Incentive Compensation Plan, all of which are available for stock-based awards.
|
|
|
Total
Number of
Shares
Purchased
|
|
Average
Price
Paid per
Share
|
|
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Program
(1)
|
|
Approximate
Dollar Value
That May yet Be
Purchased
under the
Program
|
||||||
|
|
(in thousands, except per share data)
|
||||||||||||
|
October 1 through October 31, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
99,099
|
|
|
November 1 through November 30, 2018
|
93
|
|
(2)
|
$
|
67.35
|
|
|
90
|
|
(4)
|
$
|
93,047
|
|
|
December 1 through December 31, 2018
|
332
|
|
(3)
|
$
|
62.22
|
|
|
329
|
|
(5)
|
$
|
72,582
|
|
|
Total
|
425
|
|
|
|
|
419
|
|
|
|
|
|||
|
|
|
(1)
|
On June 2, 2016, our Board of Directors authorized a stock repurchase program of up to $100.0 million (the “Repurchase Program”). On each of May 18, 2017 and December 1, 2017, our Board of Directors authorized an additional $100.0 million, increasing the Repurchase Program to an aggregate authorization of $300.0 million. During the year ended December 31, 2018, we repurchased an aggregate of 755,803 shares of our outstanding common stock under the Repurchase Program at an average repurchase price of $53.88 per share for a total cost of approximately $40.7 million.
|
|
(2)
|
Includes 3,322 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock.
|
|
(3)
|
Includes 3,216 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock.
|
|
(4)
|
During the month ended November 30, 2018, we repurchased and retired 89,824 shares of common stock, at an average per share price of $67.35, for an aggregate cost of $6.0 million.
|
|
(5)
|
During the month ended December 31, 2018, we repurchased and retired 328,904 shares of common stock, at an average per share price of $62.20, for an aggregate cost of $20.5 million.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||||||
|
Income Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenues
|
$
|
2,027,877
|
|
|
$
|
1,807,732
|
|
|
$
|
1,810,394
|
|
|
$
|
1,779,149
|
|
|
$
|
1,756,212
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Direct cost of revenues
|
1,328,074
|
|
|
1,215,560
|
|
|
1,210,771
|
|
|
1,171,444
|
|
|
1,144,757
|
|
|||||
|
Selling, general and administrative expenses
|
465,636
|
|
|
432,013
|
|
|
436,716
|
|
|
431,468
|
|
|
432,169
|
|
|||||
|
Special charges
|
—
|
|
|
40,885
|
|
|
10,445
|
|
|
—
|
|
|
16,339
|
|
|||||
|
Amortization of other intangible assets
|
8,162
|
|
|
10,563
|
|
|
10,306
|
|
|
11,726
|
|
|
15,521
|
|
|||||
|
|
1,801,872
|
|
|
1,699,021
|
|
|
1,668,238
|
|
|
1,614,638
|
|
|
1,608,786
|
|
|||||
|
Operating income
|
226,005
|
|
|
108,711
|
|
|
142,156
|
|
|
164,511
|
|
|
147,426
|
|
|||||
|
Interest income and other
|
4,977
|
|
|
3,752
|
|
|
10,466
|
|
|
3,232
|
|
|
4,670
|
|
|||||
|
Interest expense
|
(27,149
|
)
|
|
(25,358
|
)
|
|
(24,819
|
)
|
|
(42,768
|
)
|
|
(50,685
|
)
|
|||||
|
Gain on sale of business
|
13,031
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Loss on early extinguishment of debt
|
(9,072
|
)
|
|
—
|
|
|
—
|
|
|
(19,589
|
)
|
|
—
|
|
|||||
|
Income before income tax provision (benefit)
|
207,792
|
|
|
87,105
|
|
|
127,803
|
|
|
105,386
|
|
|
101,411
|
|
|||||
|
Income tax provision (benefit)
|
57,181
|
|
|
(20,857
|
)
|
|
42,283
|
|
|
39,333
|
|
|
42,604
|
|
|||||
|
Net income
|
$
|
150,611
|
|
|
$
|
107,962
|
|
|
$
|
85,520
|
|
|
$
|
66,053
|
|
|
$
|
58,807
|
|
|
Earnings per common share — basic
|
$
|
4.06
|
|
|
$
|
2.79
|
|
|
$
|
2.09
|
|
|
$
|
1.62
|
|
|
$
|
1.48
|
|
|
Earnings per common share — diluted
|
$
|
3.93
|
|
|
$
|
2.75
|
|
|
$
|
2.05
|
|
|
$
|
1.58
|
|
|
$
|
1.44
|
|
|
Weighted average number of common shares
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Basic
|
37,098
|
|
|
38,697
|
|
|
40,943
|
|
|
40,846
|
|
|
39,726
|
|
|||||
|
Diluted
|
38,318
|
|
|
39,192
|
|
|
41,709
|
|
|
41,729
|
|
|
40,729
|
|
|||||
|
|
December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
312,069
|
|
|
$
|
189,961
|
|
|
$
|
216,158
|
|
|
$
|
149,760
|
|
|
$
|
283,680
|
|
|
Working capital
(1)
|
$
|
482,783
|
|
|
$
|
383,851
|
|
|
$
|
404,716
|
|
|
$
|
394,548
|
|
|
$
|
489,749
|
|
|
Total assets
|
$
|
2,379,121
|
|
|
$
|
2,257,241
|
|
|
$
|
2,225,368
|
|
|
$
|
2,229,018
|
|
|
$
|
2,391,599
|
|
|
Long-term debt, net
|
$
|
265,571
|
|
|
$
|
396,284
|
|
|
$
|
365,528
|
|
|
$
|
494,772
|
|
|
$
|
699,404
|
|
|
Stockholders’ equity
|
$
|
1,348,825
|
|
|
$
|
1,191,971
|
|
|
$
|
1,207,358
|
|
|
$
|
1,147,603
|
|
|
$
|
1,102,746
|
|
|
|
|
(1)
|
Working capital is defined as current assets less current liabilities.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
|
Stockholders' Equity Data
|
|
||||||||||||||||||
|
Shares of common stock repurchased and retired
|
952
|
|
|
4,674
|
|
|
537
|
|
|
765
|
|
|
—
|
|
|||||
|
Total cost
|
$
|
55,722
|
|
|
$
|
168,001
|
|
|
$
|
21,479
|
|
|
$
|
26,516
|
|
|
$
|
—
|
|
|
•
|
the number, size and type of engagements we secure;
|
|
•
|
the rate per hour or fixed charges we charge our clients for services;
|
|
•
|
the utilization rates of the revenue-generating professionals we employ;
|
|
•
|
the timing of revenue recognition related to revenues subject to certain performance-based contingencies;
|
|
•
|
the number of revenue-generating professionals;
|
|
•
|
licensing of our software products and other technology services;
|
|
•
|
the types of assignments we are working on at different times;
|
|
•
|
the length of the billing and collection cycles; and
|
|
•
|
the geographic locations of our clients or locations in which services are rendered.
|
|
•
|
Total Segment Operating Income
|
|
•
|
Adjusted EBITDA
|
|
•
|
Total Adjusted Segment EBITDA
|
|
•
|
Adjusted EBITDA Margin
|
|
•
|
Adjusted Net Income
|
|
•
|
Adjusted Earnings per Diluted Share
|
|
•
|
Free Cash Flow
|
|
|
Year Ended December 31,
|
|||||||||
|
|
2018
|
|
2017
|
|
% Growth
|
|||||
|
|
(dollar amounts in thousands, except per share amounts)
|
|||||||||
|
Revenues
|
$
|
2,027,877
|
|
|
$
|
1,807,732
|
|
|
12.2
|
%
|
|
Special charges
|
$
|
—
|
|
|
$
|
40,885
|
|
|
-100.0
|
%
|
|
Net income
|
$
|
150,611
|
|
|
$
|
107,962
|
|
|
39.5
|
%
|
|
Adjusted EBITDA
|
$
|
265,703
|
|
|
$
|
192,038
|
|
|
38.4
|
%
|
|
Earnings per common share — diluted
|
$
|
3.93
|
|
|
$
|
2.75
|
|
|
42.9
|
%
|
|
Adjusted earnings per common share — diluted
|
$
|
4.00
|
|
|
$
|
2.32
|
|
|
72.4
|
%
|
|
Net cash provided by operating activities
|
$
|
230,672
|
|
|
$
|
147,625
|
|
|
56.3
|
%
|
|
Total number of employees as of December 31
|
4,768
|
|
|
4,609
|
|
|
3.4
|
%
|
||
|
Billable Headcount
|
Corporate
Finance
|
|
FLC
|
|
Economic Consulting
|
|
Technology
|
|
Strategic
Communications
|
|
Total
|
||||||
|
December 31, 2017
|
901
|
|
|
1,067
|
|
|
683
|
|
|
292
|
|
|
630
|
|
|
3,573
|
|
|
Additions (reductions), net
|
47
|
|
|
86
|
|
|
25
|
|
|
14
|
|
|
11
|
|
|
183
|
|
|
December 31, 2018
|
948
|
|
|
1,153
|
|
|
708
|
|
|
306
|
|
|
641
|
|
|
3,756
|
|
|
Percentage change in headcount from
December 31, 2017
|
5.2
|
%
|
|
8.1
|
%
|
|
3.7
|
%
|
|
4.8
|
%
|
|
1.7
|
%
|
|
5.1
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands, except per share data)
|
||||||||||
|
Revenues
|
|
|
|
|
|
||||||
|
Corporate Finance
|
$
|
564,479
|
|
|
$
|
482,041
|
|
|
$
|
483,269
|
|
|
FLC
|
520,333
|
|
|
462,324
|
|
|
457,734
|
|
|||
|
Economic Consulting
|
533,979
|
|
|
496,029
|
|
|
500,487
|
|
|||
|
Technology
|
185,755
|
|
|
174,850
|
|
|
177,720
|
|
|||
|
Strategic Communications
|
223,331
|
|
|
192,488
|
|
|
191,184
|
|
|||
|
Total revenues
|
$
|
2,027,877
|
|
|
$
|
1,807,732
|
|
|
$
|
1,810,394
|
|
|
Segment operating income (loss)
|
|
|
|
|
|
||||||
|
Corporate Finance
|
$
|
115,124
|
|
|
$
|
70,234
|
|
|
$
|
91,481
|
|
|
FLC
|
91,262
|
|
|
54,520
|
|
|
49,088
|
|
|||
|
Economic Consulting
|
64,052
|
|
|
49,154
|
|
|
68,842
|
|
|||
|
Technology
|
14,912
|
|
|
4,795
|
|
|
(2,183
|
)
|
|||
|
Strategic Communications
|
37,250
|
|
|
13,148
|
|
|
23,110
|
|
|||
|
Total segment operating income
|
322,600
|
|
|
191,851
|
|
|
230,338
|
|
|||
|
Unallocated corporate expenses
|
(96,595
|
)
|
|
(83,140
|
)
|
|
(88,182
|
)
|
|||
|
Operating income
|
226,005
|
|
|
108,711
|
|
|
142,156
|
|
|||
|
Other income (expense)
|
|
|
|
|
|
||||||
|
Interest income and other
|
4,977
|
|
|
3,752
|
|
|
10,466
|
|
|||
|
Interest expense
|
(27,149
|
)
|
|
(25,358
|
)
|
|
(24,819
|
)
|
|||
|
Gain on sale of business
|
13,031
|
|
|
—
|
|
|
—
|
|
|||
|
Loss on early extinguishment of debt
|
(9,072
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
(18,213
|
)
|
|
(21,606
|
)
|
|
(14,353
|
)
|
|||
|
Income before income tax provision (benefit)
|
207,792
|
|
|
87,105
|
|
|
127,803
|
|
|||
|
Income tax provision (benefit)
|
57,181
|
|
|
(20,857
|
)
|
|
42,283
|
|
|||
|
Net income
|
$
|
150,611
|
|
|
$
|
107,962
|
|
|
$
|
85,520
|
|
|
Earnings per common share — basic
|
$
|
4.06
|
|
|
$
|
2.79
|
|
|
$
|
2.09
|
|
|
Earnings per common share — diluted
|
$
|
3.93
|
|
|
$
|
2.75
|
|
|
$
|
2.05
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
|
Net income
|
$
|
150,611
|
|
|
$
|
107,962
|
|
|
$
|
85,520
|
|
|
Add back:
|
|
|
|
|
|
||||||
|
Income tax provision (benefit)
|
57,181
|
|
|
(20,857
|
)
|
|
42,283
|
|
|||
|
Interest income and other
|
(4,977
|
)
|
|
(3,752
|
)
|
|
(10,466
|
)
|
|||
|
Interest expense
|
27,149
|
|
|
25,358
|
|
|
24,819
|
|
|||
|
Gain on sale of business
|
(13,031
|
)
|
|
—
|
|
|
—
|
|
|||
|
Loss on early extinguishment of debt
|
9,072
|
|
|
—
|
|
|
—
|
|
|||
|
Depreciation and amortization
|
31,536
|
|
|
31,177
|
|
|
38,700
|
|
|||
|
Amortization of other intangible assets
|
8,162
|
|
|
10,563
|
|
|
10,306
|
|
|||
|
Special charges
|
—
|
|
|
40,885
|
|
|
10,445
|
|
|||
|
Remeasurement of acquisition-related contingent
consideration
|
—
|
|
|
702
|
|
|
1,403
|
|
|||
|
Adjusted EBITDA
|
$
|
265,703
|
|
|
$
|
192,038
|
|
|
$
|
203,010
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands, except per share data)
|
||||||||||
|
Net income
|
$
|
150,611
|
|
|
$
|
107,962
|
|
|
$
|
85,520
|
|
|
Add back:
|
|
|
|
|
|
||||||
|
Special charges
|
—
|
|
|
40,885
|
|
|
10,445
|
|
|||
|
Tax impact of special charges
|
—
|
|
|
(13,570
|
)
|
|
(3,595
|
)
|
|||
|
Loss on early extinguishment of debt
|
9,072
|
|
|
—
|
|
|
—
|
|
|||
|
Tax impact of loss on early extinguishment of debt
|
(2,359
|
)
|
|
—
|
|
|
—
|
|
|||
|
Remeasurement of acquisition-related contingent consideration
|
—
|
|
|
702
|
|
|
1,403
|
|
|||
|
Tax impact of remeasurement of acquisition-related contingent
consideration
|
—
|
|
|
(269
|
)
|
|
(546
|
)
|
|||
|
Non-cash interest expense on convertible notes
|
3,019
|
|
|
—
|
|
|
—
|
|
|||
|
Tax impact of non-cash interest expense on convertible
notes |
(775
|
)
|
|
—
|
|
|
—
|
|
|||
|
Gain on sale of business
|
(13,031
|
)
|
|
—
|
|
|
—
|
|
|||
|
Tax impact of gain on sale of business
|
6,798
|
|
|
—
|
|
|
—
|
|
|||
|
Impact of 2017 Tax Act
|
—
|
|
|
(44,870
|
)
|
|
—
|
|
|||
|
Adjusted net income
|
$
|
153,335
|
|
|
$
|
90,840
|
|
|
$
|
93,227
|
|
|
Earnings per common share — diluted
|
$
|
3.93
|
|
|
$
|
2.75
|
|
|
$
|
2.05
|
|
|
Add back:
|
|
|
|
|
|
||||||
|
Special charges
|
—
|
|
|
1.04
|
|
|
0.25
|
|
|||
|
Tax impact of special charges
|
—
|
|
|
(0.34
|
)
|
|
(0.08
|
)
|
|||
|
Loss on early extinguishment of debt
|
0.23
|
|
|
—
|
|
|
—
|
|
|||
|
Tax impact of loss on early extinguishment of debt
|
(0.06
|
)
|
|
—
|
|
|
—
|
|
|||
|
Remeasurement of acquisition-related contingent consideration
|
—
|
|
|
0.02
|
|
|
0.03
|
|
|||
|
Tax impact of remeasurement of acquisition-related contingent
consideration
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|||
|
Non-cash interest expense on convertible notes
|
0.08
|
|
|
—
|
|
|
—
|
|
|||
|
Tax impact of non-cash interest expense on convertible
notes |
(0.02
|
)
|
|
—
|
|
|
—
|
|
|||
|
Gain on sale of business
|
(0.34
|
)
|
|
—
|
|
|
—
|
|
|||
|
Tax impact of gain on sale of business
|
0.18
|
|
|
—
|
|
|
—
|
|
|||
|
Impact of 2017 Tax Act
|
—
|
|
|
(1.14
|
)
|
|
—
|
|
|||
|
Adjusted earnings per common share — diluted
|
$
|
4.00
|
|
|
$
|
2.32
|
|
|
$
|
2.24
|
|
|
Weighted average number of common shares outstanding — diluted
|
38,318
|
|
|
39,192
|
|
|
41,709
|
|
|||
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
|
Net cash provided by operating activities
|
$
|
230,672
|
|
|
$
|
147,625
|
|
|
$
|
233,488
|
|
|
Purchases of property and equipment
|
(32,270
|
)
|
|
(32,004
|
)
|
|
(28,935
|
)
|
|||
|
Free Cash Flow
|
$
|
198,402
|
|
|
$
|
115,621
|
|
|
$
|
204,553
|
|
|
•
|
$65.1 million income tax benefit related to the remeasurement of U.S. deferred tax liabilities from the previous U.S. federal tax rate of 35% to the newly enacted rate of 21%; and
|
|
•
|
$18.7 million income tax expense related to a Transition Tax on a deemed repatriation of accumulated foreign earnings and profits as required under the new tax law.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
|
Net income
|
$
|
150,611
|
|
|
$
|
107,962
|
|
|
$
|
85,520
|
|
|
Add back:
|
|
|
|
|
|
||||||
|
Income tax provision (benefit)
|
57,181
|
|
|
(20,857
|
)
|
|
42,283
|
|
|||
|
Interest income and other
|
(4,977
|
)
|
|
(3,752
|
)
|
|
(10,466
|
)
|
|||
|
Interest expense
|
27,149
|
|
|
25,358
|
|
|
24,819
|
|
|||
|
Gain on sale of business
|
(13,031
|
)
|
|
—
|
|
|
—
|
|
|||
|
Loss on early extinguishment of debt
|
9,072
|
|
|
—
|
|
|
—
|
|
|||
|
Unallocated corporate expense
|
96,595
|
|
|
83,140
|
|
|
88,182
|
|
|||
|
Total segment operating income
|
322,600
|
|
|
191,851
|
|
|
230,338
|
|
|||
|
Add back:
|
|
|
|
|
|
||||||
|
Segment depreciation expense
|
27,979
|
|
|
27,112
|
|
|
34,064
|
|
|||
|
Amortization of other intangible assets
|
8,162
|
|
|
10,563
|
|
|
10,306
|
|
|||
|
Segment special charges
|
—
|
|
|
37,207
|
|
|
9,833
|
|
|||
|
Remeasurement of acquisition-related
contingent consideration
|
—
|
|
|
702
|
|
|
1,403
|
|
|||
|
Total Adjusted Segment EBITDA
|
$
|
358,741
|
|
|
$
|
267,435
|
|
|
$
|
285,944
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Number of revenue-generating professionals (at period end):
|
|
|
|
|
|
||||||
|
Corporate Finance
|
948
|
|
|
901
|
|
|
895
|
|
|||
|
FLC
|
1,153
|
|
|
1,067
|
|
|
1,110
|
|
|||
|
Economic Consulting
|
708
|
|
|
683
|
|
|
656
|
|
|||
|
Technology
(1)
|
306
|
|
|
292
|
|
|
288
|
|
|||
|
Strategic Communications
|
641
|
|
|
630
|
|
|
647
|
|
|||
|
Total revenue-generating professionals
|
3,756
|
|
|
3,573
|
|
|
3,596
|
|
|||
|
Utilization rate of billable professionals
(2)
:
|
|
|
|
|
|
||||||
|
Corporate Finance
|
66
|
%
|
|
61
|
%
|
|
65
|
%
|
|||
|
FLC
|
64
|
%
|
|
61
|
%
|
|
59
|
%
|
|||
|
Economic Consulting
|
69
|
%
|
|
67
|
%
|
|
73
|
%
|
|||
|
Average billable rate per hour
(3)
:
|
|
|
|
|
|
||||||
|
Corporate Finance
|
$
|
433
|
|
|
$
|
396
|
|
|
$
|
392
|
|
|
FLC
|
$
|
326
|
|
|
$
|
321
|
|
|
$
|
327
|
|
|
Economic Consulting
|
$
|
519
|
|
|
$
|
524
|
|
|
$
|
517
|
|
|
|
|
(1)
|
The number of revenue-generating professionals for the Technology segment excludes as-needed professionals, who we employ based on demand for the segment’s services. We employed an average of 253, 305 and 287 as-needed employees during the years ended
December 31, 2018
,
2017
and
2016
, respectively.
|
|
(2)
|
We calculate the utilization rate for our billable professionals by dividing the number of hours that all of our billable professionals worked on client assignments during a period by the total available working hours for all of our billable professionals during the same period. Available hours are determined by the standard hours worked by each employee, adjusted for part-time hours, U.S. standard work weeks and local country holidays. Available working hours include vacation and professional training days but exclude holidays. Utilization rates are presented for our segments that primarily bill clients on an hourly basis. We have not presented utilization rates for our Technology and Strategic Communications segments as most of the revenues of these segments are not generated on an hourly basis.
|
|
(3)
|
For engagements where revenues are based on number of hours worked by our billable professionals, average billable rate per hour is calculated by dividing revenues (excluding revenues from success fees, pass-through revenues and outside consultants) for a period by the number of hours worked on client assignments during the same period. We have not presented average billable rates per hour for our Technology and Strategic Communications segments as most of the revenues of these segments are not based on billable hours.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(dollars in thousands, except rate per hour)
|
||||||||||
|
Revenues
|
$
|
564,479
|
|
|
$
|
482,041
|
|
|
$
|
483,269
|
|
|
Percentage change in revenues from prior year
|
17.1
|
%
|
|
-0.3
|
%
|
|
|
||||
|
Operating expenses:
|
|
|
|
|
|
||||||
|
Direct cost of revenues
|
354,210
|
|
|
318,606
|
|
|
306,894
|
|
|||
|
Selling, general and administrative expenses
|
92,037
|
|
|
83,747
|
|
|
81,584
|
|
|||
|
Special charges
|
—
|
|
|
5,440
|
|
|
—
|
|
|||
|
Amortization of other intangible assets
|
3,108
|
|
|
4,014
|
|
|
3,310
|
|
|||
|
|
449,355
|
|
|
411,807
|
|
|
391,788
|
|
|||
|
Segment operating income
|
115,124
|
|
|
70,234
|
|
|
91,481
|
|
|||
|
Percentage change in segment operating income from prior year
|
63.9
|
%
|
|
-23.2
|
%
|
|
|
||||
|
Add back:
|
|
|
|
|
|
||||||
|
Depreciation and amortization of intangible assets
|
6,536
|
|
|
7,189
|
|
|
6,207
|
|
|||
|
Special charges
|
—
|
|
|
5,440
|
|
|
—
|
|
|||
|
Adjusted Segment EBITDA
|
$
|
121,660
|
|
|
$
|
82,863
|
|
|
$
|
97,688
|
|
|
Gross profit
(1)
|
$
|
210,269
|
|
|
$
|
163,435
|
|
|
$
|
176,375
|
|
|
Percentage change in gross profit from prior year
|
28.7
|
%
|
|
-7.3
|
%
|
|
|
||||
|
Gross profit margin
(2)
|
37.3
|
%
|
|
33.9
|
%
|
|
36.5
|
%
|
|||
|
Adjusted Segment EBITDA as a percent of revenues
|
21.6
|
%
|
|
17.2
|
%
|
|
20.2
|
%
|
|||
|
Number of revenue-generating professionals (at period end)
|
948
|
|
|
901
|
|
|
895
|
|
|||
|
Percentage change in number of revenue-generating professionals
from prior year
|
5.2
|
%
|
|
0.7
|
%
|
|
|
||||
|
Utilization rate of billable professionals
|
66
|
%
|
|
61
|
%
|
|
65
|
%
|
|||
|
Average billable rate per hour
|
$
|
433
|
|
|
$
|
396
|
|
|
$
|
392
|
|
|
|
|
(1)
|
Revenues less direct cost of revenues.
|
|
(2)
|
Gross profit as a percent of revenues.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(dollars in thousands, except rate per hour)
|
||||||||||
|
Revenues
|
$
|
520,333
|
|
|
$
|
462,324
|
|
|
$
|
457,734
|
|
|
Percentage change in revenues from prior year
|
12.5
|
%
|
|
1.0
|
%
|
|
|
||||
|
Operating expenses:
|
|
|
|
|
|
||||||
|
Direct cost of revenues
|
330,791
|
|
|
305,822
|
|
|
314,810
|
|
|||
|
Selling, general and administrative expenses
|
96,958
|
|
|
88,056
|
|
|
89,532
|
|
|||
|
Special charges
|
—
|
|
|
12,334
|
|
|
2,304
|
|
|||
|
Amortization of other intangible assets
|
1,322
|
|
|
1,592
|
|
|
2,000
|
|
|||
|
|
429,071
|
|
|
407,804
|
|
|
408,646
|
|
|||
|
Segment operating income
|
91,262
|
|
|
54,520
|
|
|
49,088
|
|
|||
|
Percentage change in segment operating income from prior year
|
67.4
|
%
|
|
11.1
|
%
|
|
|
||||
|
Add back:
|
|
|
|
|
|
||||||
|
Depreciation and amortization of intangible assets
|
5,559
|
|
|
5,851
|
|
|
6,490
|
|
|||
|
Special charges
|
—
|
|
|
12,334
|
|
|
2,304
|
|
|||
|
Adjusted Segment EBITDA
|
$
|
96,821
|
|
|
$
|
72,705
|
|
|
$
|
57,882
|
|
|
Gross profit
(1)
|
$
|
189,542
|
|
|
$
|
156,502
|
|
|
$
|
142,924
|
|
|
Percentage change in gross profit from prior year
|
21.1
|
%
|
|
9.5
|
%
|
|
|
||||
|
Gross profit margin
(2)
|
36.4
|
%
|
|
33.9
|
%
|
|
31.2
|
%
|
|||
|
Adjusted Segment EBITDA as a percent of revenues
|
18.6
|
%
|
|
15.7
|
%
|
|
12.6
|
%
|
|||
|
Number of revenue-generating professionals (at period end)
|
1,153
|
|
|
1,067
|
|
|
1,110
|
|
|||
|
Percentage change in number of revenue-generating professionals
from prior year
|
8.1
|
%
|
|
-3.9
|
%
|
|
|
||||
|
Utilization rate of billable professionals
|
64
|
%
|
|
61
|
%
|
|
59
|
%
|
|||
|
Average billable rate per hour
|
$
|
326
|
|
|
$
|
321
|
|
|
$
|
327
|
|
|
|
|
(1)
|
Revenues less direct cost of revenues.
|
|
(2)
|
Gross profit as a percent of revenues.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(dollars in thousands, except rate per hour)
|
||||||||||
|
Revenues
|
$
|
533,979
|
|
|
$
|
496,029
|
|
|
$
|
500,487
|
|
|
Percentage change in revenues from prior year
|
7.7
|
%
|
|
-0.9
|
%
|
|
|
||||
|
Operating expenses:
|
|
|
|
|
|
||||||
|
Direct cost of revenues
|
396,001
|
|
|
367,711
|
|
|
363,616
|
|
|||
|
Selling, general and administrative expenses
|
73,630
|
|
|
71,943
|
|
|
67,383
|
|
|||
|
Special charges
|
—
|
|
|
6,624
|
|
|
—
|
|
|||
|
Amortization of other intangible assets
|
296
|
|
|
597
|
|
|
646
|
|
|||
|
|
469,927
|
|
|
446,875
|
|
|
431,645
|
|
|||
|
Segment operating income
|
64,052
|
|
|
49,154
|
|
|
68,842
|
|
|||
|
Percentage change in segment operating income from prior year
|
30.3
|
%
|
|
-28.6
|
%
|
|
|
||||
|
Add back:
|
|
|
|
|
|
||||||
|
Depreciation and amortization of intangible assets
|
5,903
|
|
|
6,186
|
|
|
5,260
|
|
|||
|
Special charges
|
—
|
|
|
6,624
|
|
|
—
|
|
|||
|
Adjusted Segment EBITDA
|
$
|
69,955
|
|
|
$
|
61,964
|
|
|
$
|
74,102
|
|
|
Gross profit
(1)
|
$
|
137,978
|
|
|
$
|
128,318
|
|
|
$
|
136,871
|
|
|
Percentage change in gross profit from prior year
|
7.5
|
%
|
|
-6.2
|
%
|
|
|
||||
|
Gross profit margin
(2)
|
25.8
|
%
|
|
25.9
|
%
|
|
27.3
|
%
|
|||
|
Adjusted Segment EBITDA as a percent of revenues
|
13.1
|
%
|
|
12.5
|
%
|
|
14.8
|
%
|
|||
|
Number of revenue-generating professionals (at period end)
|
708
|
|
|
683
|
|
|
656
|
|
|||
|
Percentage change in number of revenue-generating professionals
from prior year
|
3.7
|
%
|
|
4.1
|
%
|
|
|
||||
|
Utilization rate of billable professionals
|
69
|
%
|
|
67
|
%
|
|
73
|
%
|
|||
|
Average billable rate per hour
|
$
|
519
|
|
|
$
|
524
|
|
|
$
|
517
|
|
|
|
|
(1)
|
Revenues less direct cost of revenues.
|
|
(2)
|
Gross profit as a percent of revenues.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(dollars in thousands)
|
||||||||||
|
Revenues
|
$
|
185,755
|
|
|
$
|
174,850
|
|
|
$
|
177,720
|
|
|
Percentage change in revenues from prior year
|
6.2
|
%
|
|
-1.6
|
%
|
|
|
||||
|
Operating expenses:
|
|
|
|
|
|
||||||
|
Direct cost of revenues
|
111,129
|
|
|
101,505
|
|
|
107,591
|
|
|||
|
Selling, general and administrative expenses
|
59,644
|
|
|
62,858
|
|
|
64,135
|
|
|||
|
Special charges
|
—
|
|
|
5,057
|
|
|
7,529
|
|
|||
|
Amortization of other intangible assets
|
70
|
|
|
635
|
|
|
648
|
|
|||
|
|
170,843
|
|
|
170,055
|
|
|
179,903
|
|
|||
|
Segment operating (loss) income
|
14,912
|
|
|
4,795
|
|
|
-2,183
|
|
|||
|
Percentage change in segment operating income from prior year
|
211.0
|
%
|
|
-319.7
|
%
|
|
|
||||
|
Add back:
|
|
|
|
|
|
||||||
|
Depreciation and amortization of intangible assets
|
12,475
|
|
|
12,319
|
|
|
20,468
|
|
|||
|
Special charges
|
—
|
|
|
5,057
|
|
|
7,529
|
|
|||
|
Adjusted Segment EBITDA
|
$
|
27,387
|
|
|
$
|
22,171
|
|
|
$
|
25,814
|
|
|
Gross profit
(1)
|
$
|
74,626
|
|
|
$
|
73,345
|
|
|
$
|
70,129
|
|
|
Percentage change in gross profit from prior year
|
1.7
|
%
|
|
4.6
|
%
|
|
|
||||
|
Gross profit margin
(2)
|
40.2
|
%
|
|
41.9
|
%
|
|
39.5
|
%
|
|||
|
Adjusted Segment EBITDA as a percent of revenues
|
14.7
|
%
|
|
12.7
|
%
|
|
14.5
|
%
|
|||
|
Number of revenue-generating professionals (at period end)
(3)
|
306
|
|
|
292
|
|
|
288
|
|
|||
|
Percentage change in number of revenue-generating
professionals from prior year
|
4.8
|
%
|
|
1.4
|
%
|
|
|
||||
|
|
|
(1)
|
Revenues less direct cost of revenues.
|
|
(2)
|
Gross profit as a percent of revenues.
|
|
(3)
|
Includes personnel involved in direct client assistance and revenue-generating consultants and excludes professionals employed on an as-needed basis.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(dollars in thousands)
|
||||||||||
|
Revenues
|
$
|
223,331
|
|
|
$
|
192,488
|
|
|
$
|
191,184
|
|
|
Percentage change in revenues from prior year
|
16.0
|
%
|
|
0.7
|
%
|
|
|
||||
|
Operating expenses:
|
|
|
|
|
|
||||||
|
Direct cost of revenues
|
135,943
|
|
|
121,916
|
|
|
117,858
|
|
|||
|
Selling, general and administrative expenses
|
46,772
|
|
|
45,947
|
|
|
46,514
|
|
|||
|
Special charges
|
—
|
|
|
7,752
|
|
|
—
|
|
|||
|
Amortization of other intangible assets
|
3,366
|
|
|
3,725
|
|
|
3,702
|
|
|||
|
|
186,081
|
|
|
179,340
|
|
|
168,074
|
|
|||
|
Segment operating income
|
37,250
|
|
|
13,148
|
|
|
23,110
|
|
|||
|
Percentage change in segment operating income from
prior year
|
183.3
|
%
|
|
-43.1
|
%
|
|
|
||||
|
Add back:
|
|
|
|
|
|
||||||
|
Depreciation and amortization of intangible assets
|
5,668
|
|
|
6,130
|
|
|
5,945
|
|
|||
|
Special charges
|
—
|
|
|
7,752
|
|
|
—
|
|
|||
|
Fair value remeasurement of contingent consideration
|
—
|
|
|
702
|
|
|
1,403
|
|
|||
|
Adjusted Segment EBITDA
|
$
|
42,918
|
|
|
$
|
27,732
|
|
|
$
|
30,458
|
|
|
Gross profit
(1)
|
$
|
87,388
|
|
|
$
|
70,572
|
|
|
$
|
73,326
|
|
|
Percentage change in gross profit from prior year
|
23.8
|
%
|
|
-3.8
|
%
|
|
|
||||
|
Gross profit margin
(2)
|
39.1
|
%
|
|
36.7
|
%
|
|
38.4
|
%
|
|||
|
Adjusted Segment EBITDA as a percent of revenues
|
19.2
|
%
|
|
14.4
|
%
|
|
15.9
|
%
|
|||
|
Number of revenue-generating professionals (at period end)
|
641
|
|
|
630
|
|
|
647
|
|
|||
|
Percentage change in number of revenue-generating
professionals from prior year
|
1.7
|
%
|
|
-2.6
|
%
|
|
|
||||
|
|
|
(1)
|
Revenues less direct cost of revenues.
|
|
(2)
|
Gross profit as a percent of revenues.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Cash Flows
|
(dollars in thousands)
|
||||||||||
|
Net cash provided by operating activities
|
$
|
230,672
|
|
|
$
|
147,625
|
|
|
$
|
233,488
|
|
|
Net cash provided by (used in) investing activities
|
$
|
18,744
|
|
|
$
|
(40,638
|
)
|
|
$
|
(30,132
|
)
|
|
Net cash used in financing activities
|
$
|
(117,519
|
)
|
|
$
|
(140,934
|
)
|
|
$
|
(125,310
|
)
|
|
DSO
|
93
|
|
|
91
|
|
|
91
|
|
|||
|
•
|
operating and general corporate expenses relating to the operation of our businesses;
|
|
•
|
capital expenditures, primarily for information technology equipment, office furniture and leasehold improvements;
|
|
•
|
debt service requirements, including interest payments on our long-term debt;
|
|
•
|
compensation for designated executive management and senior managing directors under our various long-term incentive compensation programs;
|
|
•
|
discretionary funding of our stock repurchase program;
|
|
•
|
contingent obligations related to our acquisitions;
|
|
•
|
potential acquisitions of businesses; and
|
|
•
|
other known future contractual obligations.
|
|
•
|
our future profitability;
|
|
•
|
the quality of our accounts receivable;
|
|
•
|
our relative levels of debt and equity;
|
|
•
|
the volatility and overall condition of the capital markets; and
|
|
•
|
the market price of our securities.
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Contractual Obligations
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
|
Long-term debt
(1)
|
$
|
347,805
|
|
|
$
|
6,255
|
|
|
$
|
12,650
|
|
|
$
|
328,900
|
|
|
$
|
—
|
|
|
Operating leases
|
261,291
|
|
|
49,757
|
|
|
91,564
|
|
|
44,780
|
|
|
75,190
|
|
|||||
|
Total obligations
|
$
|
609,096
|
|
|
$
|
56,012
|
|
|
$
|
104,214
|
|
|
$
|
373,680
|
|
|
$
|
75,190
|
|
|
|
|
(1)
|
Includes principal and interest payments. Projected interest payments may differ in the future based on the balance outstanding on our Credit Facility, as well as changes in market interest rates.
|
|
•
|
Time and expense arrangements
require the client to pay us based on the number of hours worked at contractually agreed-upon rates. We recognize revenues for these arrangements based on hours incurred and contracted rates utilizing a right-to-invoice practical expedient because we have a right to consideration for services completed to date. When a time and expense arrangement has a not-to-exceed or "cap" amount and we expect to perform work in excess of the cap, we recognize revenue up to the cap amount specified by the client, based on the efforts or hours incurred as a percentage of total efforts or hours expected to be incurred (i.e., proportional performance method). Certain time and materials arrangements may be subject to third-party approval, e.g., a court or other regulatory institution, with interim billing and payments made and received based upon preliminarily agreed-upon rates. In such cases, we record revenues for the portion of our services based on our assessment of the expected probability of amounts ultimately to be agreed upon by the court or regulator. These assessments are made on a case-by-case basis depending on the nature of the engagement, client economics, historical experience and other appropriate factors.
|
|
•
|
Fixed fee arrangements
require the client to pay a pre-established fee in exchange for a predetermined set of professional services. We recognize revenues for these arrangements based on the proportional performance related to individual performance obligations within each arrangement, however, these arrangements generally have one performance obligation.
|
|
•
|
Performance-based or contingent arrangements
represent forms of variable consideration. In these arrangements, our fees are based on the attainment of contractually defined objectives with our client, such as completing a business transaction or assisting the client in achieving a specific business objective. When our performance obligation(s) are satisfied over time, we determine the transaction price based on the expected probability of achieving the agreed-upon outcome and recognize revenues earned to date by applying the proportional performance method. These arrangements include conditional payments, commonly referred to as success fees, which were previously recognized when the cash was collected.
|
|
•
|
significant underperformance relative to expected historical or projected future operating results;
|
|
•
|
a significant change in the manner of our use of the acquired asset or the strategy for our overall business;
|
|
•
|
a significant market decline related to negative industry or economic trends; and/or
|
|
•
|
our market capitalization relative to net carrying value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|||||||||||||||
|
Long-Term Debt
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Fair
Value
|
|||||||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||||||||||
|
Fixed rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$316,250
|
|
$
|
—
|
|
|
$316,250
|
|
$291,837
|
|||
|
Average interest rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.4
|
%
|
|
—
|
|
|
5.4
|
%
|
|
—
|
|
|||||
|
|
Year Ended December 31,
|
||||||||||
|
Changes in Net Investment of Foreign Subsidiaries
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
|
British pound
|
$
|
(15,590
|
)
|
|
$
|
20,394
|
|
|
$
|
(34,329
|
)
|
|
Euro
|
(2,753
|
)
|
|
6,595
|
|
|
(1,274
|
)
|
|||
|
Australian dollar
|
(6,077
|
)
|
|
4,058
|
|
|
922
|
|
|||
|
Canadian dollar
|
(1,639
|
)
|
|
1,439
|
|
|
328
|
|
|||
|
All other
|
(1,543
|
)
|
|
(1,822
|
)
|
|
(7,531
|
)
|
|||
|
Total
|
$
|
(27,602
|
)
|
|
$
|
30,664
|
|
|
$
|
(41,884
|
)
|
|
|
Page
|
|
Management’s Report on Internal Control over Financial Reporting
|
|
|
Report of Independent Registered Public Accounting Firm — Internal Control over Financial Reporting
|
|
|
Report of Independent Registered Public Accounting Firm — Consolidated Financial Statements
|
|
|
Consolidated Balance Sheets — December 31, 2018 and 2017
|
|
|
Consolidated Statements of Comprehensive Income — Years Ended December 31, 2018, 2017 and 2016
|
|
|
Consolidated Statements of Stockholders’ Equity — Years Ended December 31, 2018, 2017 and 2016
|
|
|
Consolidated Statements of Cash Flows — Years Ended December 31, 2018, 2017 and 2016
|
|
|
Notes to Consolidated Financial Statements
|
|
|
/s/ STEVEN H. GUNBY
|
|
Steven H. Gunby
President and Chief Executive Officer
(principal executive officer)
|
|
|
|
/s/ AJAY SABHERWAL
|
|
Ajay Sabherwal
Chief Financial Officer and Interim Chief Accounting Officer
(principal financial officer)
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Assets
|
|
|
|
||||
|
Current assets
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
312,069
|
|
|
$
|
189,961
|
|
|
Accounts receivable:
|
|
|
|
||||
|
Billed receivables
|
437,797
|
|
|
390,996
|
|
||
|
Unbilled receivables
|
319,205
|
|
|
312,569
|
|
||
|
Allowance for doubtful accounts and unbilled services
|
(202,394
|
)
|
|
(180,687
|
)
|
||
|
Accounts receivable, net
|
554,608
|
|
|
522,878
|
|
||
|
Current portion of notes receivable
|
29,228
|
|
|
25,691
|
|
||
|
Prepaid expenses and other current assets
|
69,448
|
|
|
55,649
|
|
||
|
Total current assets
|
965,353
|
|
|
794,179
|
|
||
|
Property and equipment, net
|
84,577
|
|
|
75,075
|
|
||
|
Goodwill
|
1,172,316
|
|
|
1,204,803
|
|
||
|
Other intangible assets, net
|
34,633
|
|
|
44,150
|
|
||
|
Notes receivable, net
|
84,471
|
|
|
98,105
|
|
||
|
Other assets
|
37,771
|
|
|
40,929
|
|
||
|
Total assets
|
$
|
2,379,121
|
|
|
$
|
2,257,241
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
|
Current liabilities
|
|
|
|
||||
|
Accounts payable, accrued expenses and other
|
$
|
104,600
|
|
|
$
|
94,873
|
|
|
Accrued compensation
|
333,536
|
|
|
268,513
|
|
||
|
Billings in excess of services provided
|
44,434
|
|
|
46,942
|
|
||
|
Total current liabilities
|
482,570
|
|
|
410,328
|
|
||
|
Long-term debt, net
|
265,571
|
|
|
396,284
|
|
||
|
Deferred income taxes
|
155,088
|
|
|
124,471
|
|
||
|
Other liabilities
|
127,067
|
|
|
134,187
|
|
||
|
Total liabilities
|
1,030,296
|
|
|
1,065,270
|
|
||
|
Commitments and contingent liabilities (Note 14)
|
|
|
|
||||
|
Stockholders' equity
|
|
|
|
||||
|
Preferred stock, $0.01 par value; shares authorized — 5,000; none
outstanding
|
—
|
|
|
—
|
|
||
|
Common stock, $0.01 par value; shares authorized — 75,000;
shares issued and outstanding — 38,147 (2018) and 37,729 (2017)
|
381
|
|
|
377
|
|
||
|
Additional paid-in capital
|
299,534
|
|
|
266,035
|
|
||
|
Retained earnings
|
1,196,727
|
|
|
1,045,774
|
|
||
|
Accumulated other comprehensive loss
|
(147,817
|
)
|
|
(120,215
|
)
|
||
|
Total stockholders' equity
|
1,348,825
|
|
|
1,191,971
|
|
||
|
Total liabilities and stockholders' equity
|
$
|
2,379,121
|
|
|
$
|
2,257,241
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Revenues
|
$
|
2,027,877
|
|
|
$
|
1,807,732
|
|
|
$
|
1,810,394
|
|
|
Operating expenses
|
|
|
|
|
|
||||||
|
Direct cost of revenues
|
1,328,074
|
|
|
1,215,560
|
|
|
1,210,771
|
|
|||
|
Selling, general and administrative expenses
|
465,636
|
|
|
432,013
|
|
|
436,716
|
|
|||
|
Special charges
|
—
|
|
|
40,885
|
|
|
10,445
|
|
|||
|
Amortization of other intangible assets
|
8,162
|
|
|
10,563
|
|
|
10,306
|
|
|||
|
|
1,801,872
|
|
|
1,699,021
|
|
|
1,668,238
|
|
|||
|
Operating income
|
226,005
|
|
|
108,711
|
|
|
142,156
|
|
|||
|
Other income (expense)
|
|
|
|
|
|
||||||
|
Interest income and other
|
4,977
|
|
|
3,752
|
|
|
10,466
|
|
|||
|
Interest expense
|
(27,149
|
)
|
|
(25,358
|
)
|
|
(24,819
|
)
|
|||
|
Gain on sale of business
|
13,031
|
|
|
—
|
|
|
—
|
|
|||
|
Loss on early extinguishment of debt
|
(9,072
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
(18,213
|
)
|
|
(21,606
|
)
|
|
(14,353
|
)
|
|||
|
Income before income tax provision (benefit)
|
207,792
|
|
|
87,105
|
|
|
127,803
|
|
|||
|
Income tax provision (benefit)
|
57,181
|
|
|
(20,857
|
)
|
|
42,283
|
|
|||
|
Net income
|
$
|
150,611
|
|
|
$
|
107,962
|
|
|
$
|
85,520
|
|
|
Earnings per common share — basic
|
$
|
4.06
|
|
|
$
|
2.79
|
|
|
$
|
2.09
|
|
|
Earnings per common share — diluted
|
$
|
3.93
|
|
|
$
|
2.75
|
|
|
$
|
2.05
|
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
|
Foreign currency translation adjustments, net of tax
expense of $373, $— and $— |
$
|
(27,602
|
)
|
|
$
|
30,664
|
|
|
$
|
(41,884
|
)
|
|
Other comprehensive income (loss), net of tax
|
(27,602
|
)
|
|
30,664
|
|
|
(41,884
|
)
|
|||
|
Comprehensive income
|
$
|
123,009
|
|
|
$
|
138,626
|
|
|
$
|
43,636
|
|
|
|
|
|
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated
Other Comprehensive Loss
|
|
|
|||||||||||
|
|
Common Stock
|
|
|
|
|
|
||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
|
Balance at December 31, 2015
|
41,234
|
|
|
$
|
412
|
|
|
$
|
400,705
|
|
|
$
|
855,481
|
|
|
$
|
(108,995
|
)
|
|
$
|
1,147,603
|
|
|
Net income
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85,520
|
|
|
$
|
—
|
|
|
$
|
85,520
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,884
|
)
|
|
(41,884
|
)
|
|||||
|
Issuance of common stock in connection with:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Exercise of options, net of income tax benefit
from share-based awards of $2,051
|
820
|
|
|
8
|
|
|
25,234
|
|
|
—
|
|
|
—
|
|
|
25,242
|
|
|||||
|
Restricted share grants, less net settled shares
of 137
|
520
|
|
|
5
|
|
|
(5,541
|
)
|
|
—
|
|
|
—
|
|
|
(5,536
|
)
|
|||||
|
Stock units issued under incentive
compensation plan
|
—
|
|
|
—
|
|
|
1,842
|
|
|
—
|
|
|
—
|
|
|
1,842
|
|
|||||
|
Purchase and retirement of common stock
|
(537
|
)
|
|
(5
|
)
|
|
(21,484
|
)
|
|
—
|
|
|
—
|
|
|
(21,489
|
)
|
|||||
|
Share-based compensation
|
—
|
|
|
—
|
|
|
16,060
|
|
|
—
|
|
|
—
|
|
|
16,060
|
|
|||||
|
Balance at December 31, 2016
|
42,037
|
|
|
$
|
420
|
|
|
$
|
416,816
|
|
|
$
|
941,001
|
|
|
$
|
(150,879
|
)
|
|
$
|
1,207,358
|
|
|
Net income
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107,962
|
|
|
$
|
—
|
|
|
$
|
107,962
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,664
|
|
|
30,664
|
|
|||||
|
Issuance of common stock in connection with:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Exercise of options
|
123
|
|
|
1
|
|
|
4,132
|
|
|
—
|
|
|
—
|
|
|
4,133
|
|
|||||
|
Restricted share grants, less net settled shares
of 92
|
243
|
|
|
2
|
|
|
(4,442
|
)
|
|
—
|
|
|
—
|
|
|
(4,440
|
)
|
|||||
|
Stock units issued under incentive
compensation plan
|
—
|
|
|
—
|
|
|
1,547
|
|
|
—
|
|
|
—
|
|
|
1,547
|
|
|||||
|
Purchase and retirement of common stock
|
(4,674
|
)
|
|
(46
|
)
|
|
(168,048
|
)
|
|
—
|
|
|
—
|
|
|
(168,094
|
)
|
|||||
|
Cumulative effect due to adoption of new
accounting standard |
—
|
|
|
—
|
|
|
—
|
|
|
(3,189
|
)
|
|
—
|
|
|
(3,189
|
)
|
|||||
|
Share-based compensation
|
—
|
|
|
—
|
|
|
16,030
|
|
|
—
|
|
|
—
|
|
|
16,030
|
|
|||||
|
Balance at December 31, 2017
|
37,729
|
|
|
$
|
377
|
|
|
$
|
266,035
|
|
|
$
|
1,045,774
|
|
|
$
|
(120,215
|
)
|
|
$
|
1,191,971
|
|
|
Net income
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150,611
|
|
|
$
|
—
|
|
|
$
|
150,611
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,602
|
)
|
|
(27,602
|
)
|
|||||
|
Issuance of common stock in connection with:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Exercise of options
|
1,051
|
|
|
11
|
|
|
41,557
|
|
|
—
|
|
|
—
|
|
|
41,568
|
|
|||||
|
Restricted share grants, less net settled shares
of 58
|
319
|
|
|
3
|
|
|
(3,097
|
)
|
|
—
|
|
|
—
|
|
|
(3,094
|
)
|
|||||
|
Stock units issued under incentive
compensation plan
|
—
|
|
|
—
|
|
|
1,059
|
|
|
—
|
|
|
—
|
|
|
1,059
|
|
|||||
|
Purchase and retirement of common stock
|
(952
|
)
|
|
(10
|
)
|
|
(55,728
|
)
|
|
—
|
|
|
—
|
|
|
(55,738
|
)
|
|||||
|
Cumulative effect due to adoption of
new accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|
—
|
|
|
342
|
|
|||||
|
Conversion feature of convertible
senior notes due 2023, net
|
—
|
|
|
—
|
|
|
34,131
|
|
|
—
|
|
|
—
|
|
|
34,131
|
|
|||||
|
Share-based compensation
|
—
|
|
|
—
|
|
|
15,577
|
|
|
—
|
|
|
—
|
|
|
15,577
|
|
|||||
|
Balance at December 31, 2018
|
38,147
|
|
|
$
|
381
|
|
|
$
|
299,534
|
|
|
$
|
1,196,727
|
|
|
$
|
(147,817
|
)
|
|
$
|
1,348,825
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Operating activities
|
|
|
|
|
|
||||||
|
Net income
|
$
|
150,611
|
|
|
$
|
107,962
|
|
|
$
|
85,520
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
|
Depreciation and amortization
|
31,536
|
|
|
31,177
|
|
|
38,700
|
|
|||
|
Amortization and impairment of other intangible assets
|
8,162
|
|
|
10,563
|
|
|
10,306
|
|
|||
|
Acquisition-related contingent consideration
|
479
|
|
|
2,291
|
|
|
2,164
|
|
|||
|
Provision for doubtful accounts
|
17,872
|
|
|
15,386
|
|
|
8,912
|
|
|||
|
Non-cash share-based compensation
|
15,577
|
|
|
16,030
|
|
|
16,920
|
|
|||
|
Amortization of debt discount and issuance costs
|
5,456
|
|
|
1,984
|
|
|
1,985
|
|
|||
|
Loss on early extinguishment of debt
|
9,072
|
|
|
—
|
|
|
—
|
|
|||
|
Gain on sale of business
|
(13,031
|
)
|
|
—
|
|
|
—
|
|
|||
|
Other
|
769
|
|
|
611
|
|
|
(1,204
|
)
|
|||
|
Changes in operating assets and liabilities, net of effects from
acquisitions:
|
|
|
|
|
|
||||||
|
Accounts receivable, billed and unbilled
|
(72,034
|
)
|
|
(50,831
|
)
|
|
3,471
|
|
|||
|
Notes receivable
|
8,987
|
|
|
14,928
|
|
|
3,145
|
|
|||
|
Prepaid expenses and other assets
|
(2,258
|
)
|
|
629
|
|
|
(2,840
|
)
|
|||
|
Accounts payable, accrued expenses and other
|
8,908
|
|
|
4,421
|
|
|
3,268
|
|
|||
|
Income taxes
|
11,941
|
|
|
(25,768
|
)
|
|
22,012
|
|
|||
|
Accrued compensation
|
52,510
|
|
|
1,795
|
|
|
40,350
|
|
|||
|
Billings in excess of services provided
|
(3,885
|
)
|
|
16,447
|
|
|
779
|
|
|||
|
Net cash provided by operating activities
|
230,672
|
|
|
147,625
|
|
|
233,488
|
|
|||
|
Investing activities
|
|
|
|
|
|
||||||
|
Proceeds from sale of business
|
50,283
|
|
|
—
|
|
|
—
|
|
|||
|
Payments for acquisition of businesses, net of cash received
|
—
|
|
|
(8,929
|
)
|
|
(1,251
|
)
|
|||
|
Purchases of property and equipment
|
(32,270
|
)
|
|
(32,004
|
)
|
|
(28,935
|
)
|
|||
|
Other
|
731
|
|
|
295
|
|
|
54
|
|
|||
|
Net cash provided by (used in) investing activities
|
18,744
|
|
|
(40,638
|
)
|
|
(30,132
|
)
|
|||
|
Financing activities
|
|
|
|
|
|
||||||
|
Borrowings (repayments) under revolving line of credit, net
|
(100,000
|
)
|
|
30,000
|
|
|
(130,000
|
)
|
|||
|
Proceeds from issuance of convertible notes
|
316,250
|
|
|
—
|
|
|
—
|
|
|||
|
Payments of long-term debt
|
(300,000
|
)
|
|
—
|
|
|
—
|
|
|||
|
Payments of debt issue and debt prepayment costs
|
(16,149
|
)
|
|
—
|
|
|
—
|
|
|||
|
Purchase and retirement of common stock
|
(55,738
|
)
|
|
(168,094
|
)
|
|
(21,489
|
)
|
|||
|
Net issuance of common stock under equity compensation plans
|
38,475
|
|
|
(504
|
)
|
|
21,708
|
|
|||
|
Payments for acquisition-related contingent consideration
|
(3,029
|
)
|
|
(5,161
|
)
|
|
(866
|
)
|
|||
|
Deposits and other
|
2,672
|
|
|
2,825
|
|
|
5,337
|
|
|||
|
Net cash used in financing activities
|
(117,519
|
)
|
|
(140,934
|
)
|
|
(125,310
|
)
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
(9,789
|
)
|
|
7,750
|
|
|
(11,648
|
)
|
|||
|
Net increase (decrease) in cash and cash equivalents
|
122,108
|
|
|
(26,197
|
)
|
|
66,398
|
|
|||
|
Cash and cash equivalents, beginning of period
|
189,961
|
|
|
216,158
|
|
|
149,760
|
|
|||
|
Cash and cash equivalents, end of period
|
$
|
312,069
|
|
|
$
|
189,961
|
|
|
$
|
216,158
|
|
|
Supplemental cash flow disclosures
|
|
|
|
|
|
||||||
|
Cash paid for interest
|
$
|
21,687
|
|
|
$
|
23,285
|
|
|
$
|
23,154
|
|
|
Cash paid for income taxes, net of refunds
|
$
|
45,568
|
|
|
$
|
4,929
|
|
|
$
|
20,270
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
|
Issuance of stock units under incentive compensation plans
|
$
|
1,059
|
|
|
$
|
1,547
|
|
|
$
|
1,842
|
|
|
Acquisition-related contingent liability
|
$
|
—
|
|
|
$
|
3,426
|
|
|
$
|
—
|
|
|
•
|
Time and expense arrangements
require the client to pay us based on the number of hours worked at contractually agreed-upon rates. We recognize revenues for these arrangements based on hours incurred and contracted rates utilizing a right-to-invoice practical expedient because we have a right to consideration for services completed to date. When a time and expense arrangement has a not-to-exceed or "cap" amount and we expect to perform work in excess of the cap, we recognize revenues up to the cap amount specified by the client, based on the efforts or hours incurred as a percentage of total efforts or hours expected to be incurred (i.e., proportional performance method). Certain time and materials arrangements may be subject to third-party approval, e.g., a court or other regulatory institution, with interim billing and payments made and received based upon preliminarily agreed-upon rates. In such cases, we record revenues for the portion of our services based on our assessment of the expected probability of amounts ultimately to be agreed upon by the court or regulator. These assessments are made on a case-by-case basis depending on the nature of the engagement, client economics, historical experience and other appropriate factors.
|
|
•
|
Fixed fee arrangements
require the client to pay a pre-established fee in exchange for a predetermined set of professional services. We recognize revenues for these arrangements based on the proportional performance related to individual performance obligations within each arrangement; however, these arrangements generally have one performance obligation.
|
|
•
|
Performance-based or contingent arrangements
represent forms of variable consideration. In these arrangements, our fees are based on the attainment of contractually defined objectives with our client, such as completing a business transaction or assisting the client in achieving a specific business objective. When our performance obligation(s) are satisfied over time, we determine the transaction price based on the expected probability of achieving the agreed-upon outcome and recognize revenues earned to date by applying the proportional performance method. These arrangements include conditional payments, commonly referred to as success fees, which were previously recognized when the cash was collected.
|
|
•
|
significant underperformance relative to expected historical or projected future operating results;
|
|
•
|
a significant change in the manner of our use of the acquired asset or the strategy for our overall business;
|
|
•
|
a significant market decline related to negative industry or economic trends; and/or
|
|
•
|
our market capitalization relative to net carrying value.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Numerator — basic and diluted
|
|
|
|
|
|
||||||
|
Net income
|
$
|
150,611
|
|
|
$
|
107,962
|
|
|
$
|
85,520
|
|
|
Denominator
|
|
|
|
|
|
||||||
|
Weighted average number of common shares outstanding — basic
|
37,098
|
|
|
38,697
|
|
|
40,943
|
|
|||
|
Effect of dilutive stock options
|
491
|
|
|
117
|
|
|
281
|
|
|||
|
Effect of dilutive restricted shares
|
729
|
|
|
378
|
|
|
485
|
|
|||
|
Weighted average number of common shares outstanding — diluted
|
38,318
|
|
|
39,192
|
|
|
41,709
|
|
|||
|
Earnings per common share — basic
|
$
|
4.06
|
|
|
$
|
2.79
|
|
|
$
|
2.09
|
|
|
Earnings per common share — diluted
|
$
|
3.93
|
|
|
$
|
2.75
|
|
|
$
|
2.05
|
|
|
Antidilutive stock options and restricted shares
|
175
|
|
|
1,561
|
|
|
1,404
|
|
|||
|
•
|
$23.5 million
of employee severance and other employee-related costs;
|
|
•
|
$14.4 million
of exit costs associated with the curtailment of our lease on our executive office in Washington, D.C.; and
|
|
•
|
$3.0 million
of other expenses, including costs related to disposing or closing several small international offices.
|
|
|
Year Ended December 31,
|
||||||
|
Special Charges by Segment
|
2017
|
|
2016
|
||||
|
Corporate Finance & Restructuring
|
$
|
5,440
|
|
|
$
|
—
|
|
|
Forensic and Litigation Consulting
|
12,334
|
|
|
2,304
|
|
||
|
Economic Consulting
|
6,624
|
|
|
—
|
|
||
|
Technology
|
5,057
|
|
|
7,529
|
|
||
|
Strategic Communications
|
7,752
|
|
|
—
|
|
||
|
|
37,207
|
|
|
9,833
|
|
||
|
Unallocated Corporate
|
3,678
|
|
|
612
|
|
||
|
Total
|
$
|
40,885
|
|
|
$
|
10,445
|
|
|
|
Year Ended December 31,
|
||||||||||
|
Interest Income and Other
|
2018
|
|
2017
|
|
2016
|
||||||
|
Interest income
|
$
|
5,448
|
|
|
$
|
3,968
|
|
|
$
|
4,420
|
|
|
Foreign exchange transaction gains (losses), net
|
261
|
|
|
(77
|
)
|
|
4,937
|
|
|||
|
Other
|
(732
|
)
|
|
(139
|
)
|
|
1,109
|
|
|||
|
Total
|
$
|
4,977
|
|
|
$
|
3,752
|
|
|
$
|
10,466
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
|
|
|
Restricted
|
|
|
|
Restricted
|
|
|
|
Restricted
|
||||||||||||
|
Income Statement Classification
|
Options
(1)
|
|
Shares
(2)
|
|
Options
(1)
|
|
Shares
(2)
|
|
Options
(1)
|
|
Shares
(2)
|
||||||||||||
|
Direct cost of revenues
|
$
|
780
|
|
|
$
|
9,804
|
|
|
$
|
370
|
|
|
$
|
9,691
|
|
|
$
|
2,815
|
|
|
$
|
7,530
|
|
|
Selling, general and administrative expenses
|
2,027
|
|
|
8,191
|
|
|
1,207
|
|
|
4,870
|
|
|
1,085
|
|
|
8,998
|
|
||||||
|
Special charges
|
—
|
|
|
—
|
|
|
—
|
|
|
269
|
|
|
56
|
|
|
49
|
|
||||||
|
Total
|
$
|
2,807
|
|
|
$
|
17,995
|
|
|
$
|
1,577
|
|
|
$
|
14,830
|
|
|
$
|
3,956
|
|
|
$
|
16,577
|
|
|
|
|
(1)
|
Includes options and cash-settled stock appreciation rights.
|
|
(2)
|
Includes restricted share awards, restricted stock units, performance stock units and cash-settled restricted stock units.
|
|
|
Year Ended December 31,
|
||
|
Assumptions
|
2017
|
|
2016
|
|
Risk-free interest rate
|
1.60%
|
|
0.98%
|
|
Dividend yield
|
—%
|
|
—%
|
|
Expected term
|
3 years
|
|
3 years
|
|
Stock price volatility
|
31.94%
|
|
34.33%
|
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
|
Stock options outstanding at December 31, 2017
|
2,258
|
|
|
$
|
40.63
|
|
|
|
|
|
||
|
Stock options granted
|
—
|
|
|
N/A
|
|
|
|
|
|
|||
|
Stock options exercised
|
(1,051
|
)
|
|
$
|
39.55
|
|
|
|
|
|
||
|
Stock options forfeited
|
(272
|
)
|
|
$
|
58.93
|
|
|
|
|
|
||
|
Stock options outstanding at December 31, 2018
|
935
|
|
|
$
|
36.50
|
|
|
5.0
|
|
$
|
28,181
|
|
|
Stock options exercisable at December 31, 2018
|
679
|
|
|
$
|
36.59
|
|
|
4.5
|
|
$
|
20,401
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
|
|
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (in Years)
|
|
|
|
Weighted Average Exercise Price
|
||||||
|
Exercise Price Range
|
Options
|
|
|
|
Shares
|
|
|||||||||
|
$26.68-$33.95
|
200
|
|
|
$
|
31.39
|
|
|
4.7
|
|
124
|
|
|
$
|
31.38
|
|
|
$34.33-$36.04
|
193
|
|
|
$
|
34.74
|
|
|
5.4
|
|
152
|
|
|
$
|
34.85
|
|
|
$36.43-$36.89
|
222
|
|
|
$
|
36.79
|
|
|
5.7
|
|
179
|
|
|
$
|
36.81
|
|
|
$37.09-$40.36
|
245
|
|
|
$
|
39.27
|
|
|
5.3
|
|
158
|
|
|
$
|
38.67
|
|
|
$41.69-$55.99
|
75
|
|
|
$
|
44.62
|
|
|
1.4
|
|
66
|
|
|
$
|
44.88
|
|
|
|
935
|
|
|
|
|
|
|
679
|
|
|
|
||||
|
|
Shares
|
|
Weighted
Average Grant
Date Fair
Value
|
|||
|
Unvested restricted share awards outstanding at December 31, 2017
|
933
|
|
|
$
|
38.58
|
|
|
Restricted share awards granted
|
263
|
|
|
$
|
56.97
|
|
|
Restricted share awards vested
|
(188
|
)
|
|
$
|
37.11
|
|
|
Restricted share awards forfeited
|
(16
|
)
|
|
$
|
36.74
|
|
|
Unvested restricted share awards outstanding at December 31, 2018
|
992
|
|
|
$
|
43.76
|
|
|
|
Shares
|
|
Weighted
Average Grant
Date Fair
Value
|
|
Intrinsic
Value
|
|||||
|
Restricted stock units outstanding at December 31, 2017
|
402
|
|
|
$
|
37.49
|
|
|
|
||
|
Restricted stock units granted
|
32
|
|
|
$
|
52.67
|
|
|
|
||
|
Restricted stock units released
|
(99
|
)
|
|
$
|
34.90
|
|
|
|
||
|
Restricted stock units forfeited
|
—
|
|
|
N/A
|
|
|
|
|||
|
Restricted stock units outstanding at December 31, 2018
|
335
|
|
|
$
|
39.72
|
|
|
$
|
22,329
|
|
|
|
Shares
|
|
Weighted
Average Grant
Date Fair
Value
|
|
Intrinsic
Value
|
|||||
|
Performance stock units outstanding at December 31, 2017
|
252
|
|
|
$
|
25.71
|
|
|
|
||
|
Performance stock units granted
|
91
|
|
|
$
|
36.34
|
|
|
|
||
|
Performance stock units released
|
(29
|
)
|
|
$
|
29.11
|
|
|
|
||
|
Performance stock units forfeited
|
(39
|
)
|
|
$
|
29.11
|
|
|
|
||
|
Performance stock units outstanding at December 31, 2018
|
275
|
|
|
$
|
28.40
|
|
|
$
|
18,348
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Weighted average fair value of grants
|
|
|
|
|
|
||||||
|
Stock options
|
$
|
—
|
|
|
$
|
9.56
|
|
|
$
|
8.41
|
|
|
Restricted share awards, restricted stock units and performance stock units
|
$
|
51.73
|
|
|
$
|
38.88
|
|
|
$
|
37.64
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Prepaid expenses and other current assets
|
|
|
|
||||
|
Prepaid expenses
|
$
|
35,762
|
|
|
$
|
35,667
|
|
|
Income tax receivable
|
18,947
|
|
|
7,194
|
|
||
|
Other current assets
|
14,739
|
|
|
12,788
|
|
||
|
Total
|
$
|
69,448
|
|
|
$
|
55,649
|
|
|
Accounts payable, accrued expenses and other
|
|
|
|
||||
|
Accounts payable
|
$
|
17,728
|
|
|
$
|
14,078
|
|
|
Accrued expenses
|
52,461
|
|
|
45,676
|
|
||
|
Accrued interest payable
|
2,358
|
|
|
2,354
|
|
||
|
Accrued taxes payable
|
13,119
|
|
|
12,075
|
|
||
|
Other current liabilities
|
18,934
|
|
|
20,690
|
|
||
|
Total
|
$
|
104,600
|
|
|
$
|
94,873
|
|
|
|
December 31, 2018
|
||||||||||||||
|
|
|
|
Hierarchy Level
|
||||||||||||
|
|
Carrying
Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Acquisition-related contingent consideration, including
current portion
(1)
|
$
|
2,960
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,960
|
|
|
Long-term debt
|
316,250
|
|
|
—
|
|
|
291,837
|
|
|
—
|
|
||||
|
Total
|
$
|
319,210
|
|
|
$
|
—
|
|
|
$
|
291,837
|
|
|
$
|
2,960
|
|
|
|
December 31, 2017
|
||||||||||||||
|
|
|
|
Hierarchy Level
|
||||||||||||
|
|
Carrying
Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Acquisition-related contingent consideration, including
current portion
(1)
|
$
|
3,750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,750
|
|
|
Long-term debt
|
400,000
|
|
|
—
|
|
|
409,000
|
|
|
—
|
|
||||
|
Total
|
$
|
403,750
|
|
|
$
|
—
|
|
|
$
|
409,000
|
|
|
$
|
3,750
|
|
|
|
|
(1)
|
The short-term portion is included in “Accounts payable, accrued expenses and other,” and the long-term portion is included in “Other liabilities” on the Consolidated Balance Sheets.
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Leasehold improvements
|
$
|
88,623
|
|
|
$
|
77,921
|
|
|
Construction in progress
|
2,754
|
|
|
806
|
|
||
|
Furniture and equipment
|
34,865
|
|
|
33,827
|
|
||
|
Computer equipment and software
|
106,318
|
|
|
100,186
|
|
||
|
|
232,560
|
|
|
212,740
|
|
||
|
Accumulated depreciation
|
(147,983
|
)
|
|
(137,665
|
)
|
||
|
Property and equipment, net
|
$
|
84,577
|
|
|
$
|
75,075
|
|
|
|
Corporate
Finance &
Restructuring
|
|
Forensic and
Litigation
Consulting
|
|
Economic
Consulting
|
|
Technology
|
|
Strategic
Communications
|
|
Total
|
||||||||||||
|
Balance at December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Goodwill
|
$
|
440,666
|
|
|
$
|
230,544
|
|
|
$
|
268,209
|
|
|
$
|
117,607
|
|
|
$
|
317,114
|
|
|
$
|
1,374,140
|
|
|
Accumulated goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(194,139
|
)
|
|
(194,139
|
)
|
||||||
|
Goodwill, net at December 31, 2016
|
440,666
|
|
|
230,544
|
|
|
268,209
|
|
|
117,607
|
|
|
122,975
|
|
|
1,180,001
|
|
||||||
|
Acquisitions
(1)
|
11,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,900
|
|
||||||
|
Foreign currency translation adjustment and other
|
2,250
|
|
|
3,175
|
|
|
786
|
|
|
133
|
|
|
6,558
|
|
|
12,902
|
|
||||||
|
Balance at December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Goodwill
|
454,816
|
|
|
233,719
|
|
|
268,995
|
|
|
117,740
|
|
|
323,672
|
|
|
1,398,942
|
|
||||||
|
Accumulated goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(194,139
|
)
|
|
(194,139
|
)
|
||||||
|
Goodwill, net at December 31, 2017
|
454,816
|
|
|
233,719
|
|
|
268,995
|
|
|
117,740
|
|
|
129,533
|
|
|
1,204,803
|
|
||||||
|
Sale of business
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,928
|
)
|
|
—
|
|
|
(20,928
|
)
|
||||||
|
Foreign currency translation adjustment and other
|
(3,819
|
)
|
|
(2,182
|
)
|
|
(448
|
)
|
|
(89
|
)
|
|
(5,021
|
)
|
|
(11,559
|
)
|
||||||
|
Balance at December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Goodwill
|
450,997
|
|
|
231,537
|
|
|
268,547
|
|
|
96,723
|
|
|
318,651
|
|
|
1,366,455
|
|
||||||
|
Accumulated goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(194,139
|
)
|
|
(194,139
|
)
|
||||||
|
Goodwill, net at December 31, 2018
|
$
|
450,997
|
|
|
$
|
231,537
|
|
|
$
|
268,547
|
|
|
$
|
96,723
|
|
|
$
|
124,512
|
|
|
$
|
1,172,316
|
|
|
|
|
(1)
|
During the year ended December 31, 2017, we made an initial payment of
$8.9 million
at closing to acquire a restructuring business within our Corporate Finance & Restructuring segment. We recorded
$11.9 million
in goodwill as a result of the acquisition. We have included the results of the acquired business' operations in the Corporate Finance & Restructuring segment since the acquisition date.
|
|
(2)
|
During the year ended December 31, 2018, we sold a business within our Technology segment for proceeds of
$50.3 million
. We wrote off
$20.9 million
in goodwill as a result of the sale.
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
Weighted Average
Useful Life
in Years
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
|
Amortizing intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Customer relationships
(1)
|
14.3
|
|
$
|
99,080
|
|
|
$
|
71,036
|
|
|
$
|
28,044
|
|
|
$
|
117,192
|
|
|
$
|
80,523
|
|
|
$
|
36,669
|
|
|
Acquired software
|
9.8
|
|
3,107
|
|
|
1,618
|
|
|
1,489
|
|
|
3,264
|
|
|
1,383
|
|
|
1,881
|
|
||||||
|
|
14.2
|
|
102,187
|
|
|
72,654
|
|
|
29,533
|
|
|
120,456
|
|
|
81,906
|
|
|
38,550
|
|
||||||
|
Non-amortizing intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Trade names
(1)
|
Indefinite
|
|
5,100
|
|
|
—
|
|
|
5,100
|
|
|
5,600
|
|
|
—
|
|
|
5,600
|
|
||||||
|
Total
|
|
|
$
|
107,287
|
|
|
$
|
72,654
|
|
|
$
|
34,633
|
|
|
$
|
126,056
|
|
|
$
|
81,906
|
|
|
$
|
44,150
|
|
|
|
|
(1)
|
During the year ended December 31, 2018, we sold a business and related intangible assets within our Technology segment.
|
|
|
As of
December 31, 2018
(1)
|
||
|
Year
|
|||
|
2019
|
$
|
7,291
|
|
|
2020
|
7,176
|
|
|
|
2021
|
6,657
|
|
|
|
2022
|
4,913
|
|
|
|
2023
|
1,693
|
|
|
|
Thereafter
|
1,803
|
|
|
|
|
$
|
29,533
|
|
|
|
|
(1)
|
Actual amortization expense to be reported in future periods could differ from these estimates as a result of new intangible asset acquisitions, changes in useful lives, or other relevant factors or changes.
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Notes receivable from employees — beginning
|
$
|
123,796
|
|
|
$
|
136,388
|
|
|
Notes granted
|
32,937
|
|
|
18,247
|
|
||
|
Repayments
|
(5,405
|
)
|
|
(7,394
|
)
|
||
|
Amortization expense
|
(36,418
|
)
|
|
(26,821
|
)
|
||
|
Cumulative translation adjustment and other
|
(1,211
|
)
|
|
3,376
|
|
||
|
Notes receivable from employees — ending
|
113,699
|
|
|
123,796
|
|
||
|
Less: current portion
|
(29,228
|
)
|
|
(25,691
|
)
|
||
|
Notes receivable from employees, net of current portion
|
$
|
84,471
|
|
|
$
|
98,105
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
2023 Convertible Notes
|
$
|
316,250
|
|
|
$
|
—
|
|
|
2022 Notes
|
—
|
|
|
300,000
|
|
||
|
Credit Facility
|
—
|
|
|
100,000
|
|
||
|
Total debt
|
316,250
|
|
|
400,000
|
|
||
|
Less: deferred debt discount
|
(43,998
|
)
|
|
—
|
|
||
|
Less: deferred debt issue costs
|
(6,681
|
)
|
|
(3,716
|
)
|
||
|
Long-term debt, net
(1)
|
$
|
265,571
|
|
|
$
|
396,284
|
|
|
Additional paid-in capital
|
$
|
35,306
|
|
|
$
|
—
|
|
|
Discount attribution to equity
|
(1,175
|
)
|
|
—
|
|
||
|
Equity component, net
|
$
|
34,131
|
|
|
$
|
—
|
|
|
|
|
(1)
|
There were
no
current portions of long-term debt as of
December 31, 2018
and
2017
.
|
|
|
Operating Leases
|
|
Sublease Rental Income
|
||||
|
|
|||||||
|
2019
|
$
|
49,757
|
|
|
$
|
4,760
|
|
|
2020
|
47,084
|
|
|
3,944
|
|
||
|
2021
|
44,480
|
|
|
3,864
|
|
||
|
2022
|
24,471
|
|
|
707
|
|
||
|
2023
|
20,309
|
|
|
614
|
|
||
|
Thereafter
|
75,190
|
|
|
939
|
|
||
|
Total
|
$
|
261,291
|
|
|
$
|
14,828
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Deferred tax assets
|
|
|
|
||||
|
Allowance for doubtful accounts
|
$
|
11,792
|
|
|
$
|
11,279
|
|
|
Accrued vacation and bonus
|
23,545
|
|
|
23,896
|
|
||
|
Deferred rent
|
9,016
|
|
|
8,491
|
|
||
|
Share-based compensation
|
11,837
|
|
|
15,108
|
|
||
|
Notes receivable from employees
|
12,993
|
|
|
12,879
|
|
||
|
State net operating loss carryforward
|
3,510
|
|
|
3,586
|
|
||
|
Foreign net operating loss carryforward
|
9,857
|
|
|
12,075
|
|
||
|
Federal tax credit and capital loss carryforward
|
9,470
|
|
|
7,403
|
|
||
|
Deferred compensation
|
1,801
|
|
|
2,688
|
|
||
|
Other, net
|
1,129
|
|
|
7,159
|
|
||
|
Total deferred tax assets
|
94,950
|
|
|
104,564
|
|
||
|
Deferred tax liabilities
|
|
|
|
||||
|
Revenue recognition
|
(5,087
|
)
|
|
(7,227
|
)
|
||
|
Property, equipment and capitalized software
|
(6,652
|
)
|
|
(2,308
|
)
|
||
|
Equity debt discount
|
(11,014
|
)
|
|
—
|
|
||
|
Goodwill and other intangible asset amortization
|
(199,964
|
)
|
|
(190,638
|
)
|
||
|
Total deferred tax liabilities
|
(222,717
|
)
|
|
(200,173
|
)
|
||
|
Foreign withholding tax
|
(413
|
)
|
|
(1,035
|
)
|
||
|
Valuation allowance
|
(21,929
|
)
|
|
(21,621
|
)
|
||
|
Net deferred tax liabilities
|
$
|
(150,109
|
)
|
|
$
|
(118,265
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Domestic
|
$
|
96,543
|
|
|
$
|
30,013
|
|
|
$
|
66,202
|
|
|
Foreign
|
111,249
|
|
|
57,092
|
|
|
61,601
|
|
|||
|
Total
|
$
|
207,792
|
|
|
$
|
87,105
|
|
|
$
|
127,803
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Current
|
|
|
|
|
|
||||||
|
Federal
|
$
|
10,847
|
|
|
$
|
15,164
|
|
|
$
|
(3,326
|
)
|
|
State
|
4,447
|
|
|
742
|
|
|
1,686
|
|
|||
|
Foreign
|
21,056
|
|
|
14,816
|
|
|
13,864
|
|
|||
|
|
36,350
|
|
|
30,722
|
|
|
12,224
|
|
|||
|
Deferred
|
|
|
|
|
|
||||||
|
Federal
|
14,538
|
|
|
(47,820
|
)
|
|
23,182
|
|
|||
|
State
|
503
|
|
|
(152
|
)
|
|
8,284
|
|
|||
|
Foreign
|
5,790
|
|
|
(3,607
|
)
|
|
(1,407
|
)
|
|||
|
|
20,831
|
|
|
(51,579
|
)
|
|
30,059
|
|
|||
|
Income tax provision (benefit)
|
$
|
57,181
|
|
|
$
|
(20,857
|
)
|
|
$
|
42,283
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Income tax expense at federal statutory rate
|
$
|
43,636
|
|
|
$
|
30,487
|
|
|
$
|
44,731
|
|
|
State income taxes, net of federal benefit
|
4,950
|
|
|
781
|
|
|
6,075
|
|
|||
|
Detriment (benefit) from lower foreign tax rates
|
3,655
|
|
|
(8,500
|
)
|
|
(7,827
|
)
|
|||
|
Valuation allowance on foreign net operating loss carryforward
|
(450
|
)
|
|
253
|
|
|
254
|
|
|||
|
Other expenses not deductible for tax purposes
|
3,543
|
|
|
2,466
|
|
|
3,082
|
|
|||
|
Adjustment to reserve for uncertain tax positions
|
(132
|
)
|
|
456
|
|
|
(3,547
|
)
|
|||
|
Impact of 2017 U.S. tax reform
—
deferred tax
|
(706
|
)
|
|
(63,525
|
)
|
|
—
|
|
|||
|
Impact of 2017 U.S. tax reform
—
Transition Tax
|
50
|
|
|
18,655
|
|
|
—
|
|
|||
|
Sale of Ringtail business
|
3,798
|
|
|
—
|
|
|
—
|
|
|||
|
Other adjustments, net
|
(1,163
|
)
|
|
(1,930
|
)
|
|
(485
|
)
|
|||
|
Income tax provision (benefit)
|
$
|
57,181
|
|
|
$
|
(20,857
|
)
|
|
$
|
42,283
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Shares of common stock repurchased and retired
|
756
|
|
|
4,674
|
|
|
452
|
|
|||
|
Average price per share
|
$
|
53.88
|
|
|
$
|
35.94
|
|
|
$
|
41.06
|
|
|
Total cost
|
$
|
40,722
|
|
|
$
|
168,001
|
|
|
$
|
18,577
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Revenues
|
|
|
|
|
|
||||||
|
Corporate Finance
|
$
|
564,479
|
|
|
$
|
482,041
|
|
|
$
|
483,269
|
|
|
FLC
|
520,333
|
|
|
462,324
|
|
|
457,734
|
|
|||
|
Economic Consulting
|
533,979
|
|
|
496,029
|
|
|
500,487
|
|
|||
|
Technology
|
185,755
|
|
|
174,850
|
|
|
177,720
|
|
|||
|
Strategic Communications
|
223,331
|
|
|
192,488
|
|
|
191,184
|
|
|||
|
Total revenues
|
$
|
2,027,877
|
|
|
$
|
1,807,732
|
|
|
$
|
1,810,394
|
|
|
Adjusted Segment EBITDA
|
|
|
|
|
|
||||||
|
Corporate Finance
|
$
|
121,660
|
|
|
$
|
82,863
|
|
|
$
|
97,688
|
|
|
FLC
|
96,821
|
|
|
72,705
|
|
|
57,882
|
|
|||
|
Economic Consulting
|
69,955
|
|
|
61,964
|
|
|
74,102
|
|
|||
|
Technology
|
27,387
|
|
|
22,171
|
|
|
25,814
|
|
|||
|
Strategic Communications
|
42,918
|
|
|
27,732
|
|
|
30,458
|
|
|||
|
Total Adjusted Segment EBITDA
|
$
|
358,741
|
|
|
$
|
267,435
|
|
|
$
|
285,944
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
Net income
|
$
|
150,611
|
|
|
$
|
107,962
|
|
|
$
|
85,520
|
|
|
Add back:
|
|
|
|
|
|
||||||
|
Income tax provision (benefit)
|
57,181
|
|
|
(20,857
|
)
|
|
42,283
|
|
|||
|
Interest income and other
|
(4,977
|
)
|
|
(3,752
|
)
|
|
(10,466
|
)
|
|||
|
Interest expense
|
27,149
|
|
|
25,358
|
|
|
24,819
|
|
|||
|
Gain on sale of business
|
(13,031
|
)
|
|
—
|
|
|
—
|
|
|||
|
Loss on early extinguishment of debt
|
9,072
|
|
|
—
|
|
|
—
|
|
|||
|
Unallocated corporate expenses
|
96,595
|
|
|
83,140
|
|
|
88,182
|
|
|||
|
Segment depreciation expense
|
27,979
|
|
|
27,112
|
|
|
34,064
|
|
|||
|
Amortization of other intangible assets
|
8,162
|
|
|
10,563
|
|
|
10,306
|
|
|||
|
Segment special charges
|
—
|
|
|
37,207
|
|
|
9,833
|
|
|||
|
Remeasurement of acquisition-related contingent consideration
|
—
|
|
|
702
|
|
|
1,403
|
|
|||
|
Total Adjusted Segment EBITDA
|
$
|
358,741
|
|
|
$
|
267,435
|
|
|
$
|
285,944
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Corporate Finance
|
$
|
707,924
|
|
|
$
|
726,176
|
|
|
FLC
|
412,667
|
|
|
401,905
|
|
||
|
Economic Consulting
|
516,123
|
|
|
501,471
|
|
||
|
Technology
|
171,002
|
|
|
195,399
|
|
||
|
Strategic Communications
|
212,147
|
|
|
215,083
|
|
||
|
Total segment assets
|
2,019,863
|
|
|
2,040,034
|
|
||
|
Unallocated corporate assets
|
359,258
|
|
|
217,207
|
|
||
|
Total assets
|
$
|
2,379,121
|
|
|
$
|
2,257,241
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
United States
|
$
|
1,372,116
|
|
|
$
|
1,262,682
|
|
|
$
|
1,298,492
|
|
|
United Kingdom
|
302,576
|
|
|
251,843
|
|
|
246,236
|
|
|||
|
All other foreign countries
|
353,185
|
|
|
293,207
|
|
|
265,666
|
|
|||
|
Total revenues
|
$
|
2,027,877
|
|
|
$
|
1,807,732
|
|
|
$
|
1,810,394
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
United States
|
|
United
Kingdom
|
|
All Other
Foreign Countries
|
|
United States
|
|
United
Kingdom
|
|
All Other
Foreign Countries
|
||||||||||||
|
Property and equipment, net
|
$
|
59,611
|
|
|
$
|
14,023
|
|
|
$
|
10,943
|
|
|
$
|
52,709
|
|
|
$
|
14,761
|
|
|
$
|
7,605
|
|
|
Net assets
|
$
|
867,321
|
|
|
$
|
160,894
|
|
|
$
|
320,610
|
|
|
$
|
654,010
|
|
|
$
|
207,885
|
|
|
$
|
330,076
|
|
|
|
Quarter Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
2018
|
|
|
|
|
|
|
|
||||||||
|
Revenues
|
$
|
497,774
|
|
|
$
|
512,098
|
|
|
$
|
513,012
|
|
|
$
|
504,993
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
||||||||
|
Direct cost of revenues
|
321,117
|
|
|
330,318
|
|
|
336,477
|
|
|
340,162
|
|
||||
|
Selling, general and administrative expenses
|
112,128
|
|
|
117,897
|
|
|
117,448
|
|
|
118,163
|
|
||||
|
Amortization of other intangible assets
|
2,270
|
|
|
2,052
|
|
|
1,975
|
|
|
1,865
|
|
||||
|
|
435,515
|
|
|
450,267
|
|
|
455,900
|
|
|
460,190
|
|
||||
|
Operating income
|
62,259
|
|
|
61,831
|
|
|
57,112
|
|
|
44,803
|
|
||||
|
Interest income and other
|
(1,800
|
)
|
|
2,474
|
|
|
1,400
|
|
|
2,903
|
|
||||
|
Interest expense
|
(6,244
|
)
|
|
(6,583
|
)
|
|
(7,246
|
)
|
|
(7,076
|
)
|
||||
|
Gain on sale of business
|
—
|
|
|
—
|
|
|
13,031
|
|
|
—
|
|
||||
|
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,072
|
)
|
||||
|
Income before income tax provision
|
54,215
|
|
|
57,722
|
|
|
64,297
|
|
|
31,558
|
|
||||
|
Income tax provision
|
15,270
|
|
|
14,113
|
|
|
19,964
|
|
|
7,834
|
|
||||
|
Net income
|
$
|
38,945
|
|
|
$
|
43,609
|
|
|
$
|
44,333
|
|
|
$
|
23,724
|
|
|
Earnings per common share — basic
(1)
|
$
|
1.06
|
|
|
$
|
1.18
|
|
|
$
|
1.19
|
|
|
$
|
0.63
|
|
|
Earnings per common share — diluted
(1)
|
$
|
1.04
|
|
|
$
|
1.14
|
|
|
$
|
1.14
|
|
|
$
|
0.61
|
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
36,700
|
|
|
37,001
|
|
|
37,318
|
|
|
37,368
|
|
||||
|
Diluted
|
37,612
|
|
|
38,271
|
|
|
38,756
|
|
|
38,628
|
|
||||
|
|
Quarter Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
2017
|
|
|
|
|
|
|
|
||||||||
|
Revenues
|
$
|
446,344
|
|
|
$
|
444,715
|
|
|
$
|
448,962
|
|
|
$
|
467,711
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
||||||||
|
Direct cost of revenues
|
309,072
|
|
|
304,071
|
|
|
294,851
|
|
|
307,566
|
|
||||
|
Selling, general and administrative expenses
|
107,690
|
|
|
108,119
|
|
|
104,161
|
|
|
112,043
|
|
||||
|
Special charges
|
—
|
|
|
30,074
|
|
|
—
|
|
|
10,811
|
|
||||
|
Amortization of other intangible assets
|
2,493
|
|
|
2,422
|
|
|
2,882
|
|
|
2,766
|
|
||||
|
|
419,255
|
|
|
444,686
|
|
|
401,894
|
|
|
433,186
|
|
||||
|
Operating income
|
27,089
|
|
|
29
|
|
|
47,068
|
|
|
34,525
|
|
||||
|
Interest income and other
|
605
|
|
|
1,592
|
|
|
1,103
|
|
|
452
|
|
||||
|
Interest expense
|
(5,801
|
)
|
|
(6,250
|
)
|
|
(6,760
|
)
|
|
(6,547
|
)
|
||||
|
Income before income tax provision (benefit)
|
21,893
|
|
|
(4,629
|
)
|
|
41,411
|
|
|
28,430
|
|
||||
|
Income tax provision (benefit)
|
7,877
|
|
|
527
|
|
|
9,197
|
|
|
(38,458
|
)
|
||||
|
Net income
|
$
|
14,016
|
|
|
$
|
(5,156
|
)
|
|
$
|
32,214
|
|
|
$
|
66,888
|
|
|
Earnings per common share — basic
(1)
|
$
|
0.35
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.86
|
|
|
$
|
1.81
|
|
|
Earnings per common share — diluted
(1)
|
$
|
0.34
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.85
|
|
|
$
|
1.78
|
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
40,527
|
|
|
39,555
|
|
|
37,431
|
|
|
36,906
|
|
||||
|
Diluted
|
41,245
|
|
|
39,555
|
|
|
37,746
|
|
|
37,643
|
|
||||
|
|
|
(1)
|
The sum of the quarterly earnings per share amounts may not equal the annual amounts due to changes in the weighted average number of common shares outstanding during each quarterly period.
|
|
(a)
|
(1)
|
The following financial statements are included in this Annual Report:
|
|
|
|
Management’s Report on Internal Control over Financial Reporting
|
|
|
|
Report of Independent Registered Public Accounting Firm — Internal Control over Financial Reporting
|
|
|
|
Report of Independent Registered Public Accounting Firm — Consolidated Financial Statements
|
|
|
|
Consolidated Balance Sheets — December 31, 2018 and 2017
|
|
|
|
Consolidated Statements of Comprehensive Income — Years Ended December 31, 2018, 2017 and 2016
|
|
|
|
Consolidated Statements of Stockholders’ Equity — Years Ended December 31, 2018, 2017 and 2016
|
|
|
|
Consolidated Statements of Cash Flows — Years Ended December 31, 2018, 2017 and 2016
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
(2)
|
The following financial statement schedule is included in this Annual Report:
|
|
|
|
Schedule II — Valuation and Qualifying Accounts
|
|
|
|
All schedules, other than the schedule listed above, are omitted as the information is not required or is otherwise provided.
|
|
|
|
Balance
at
Beginning
of Period
|
|
Additions
|
|
|
|
Balance
at End
of
Period
|
||||||||||||
|
|
|
|
Charged
to
Expense
|
|
Charged
to Other
Accounts*
|
|
|
|
||||||||||||
|
Description
|
|
|
|
|
Deductions**
|
|
||||||||||||||
|
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Reserves and allowances deducted from asset
accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowance for doubtful accounts and unbilled
services
|
|
$
|
180,687
|
|
|
$
|
17,872
|
|
|
$
|
25,300
|
|
|
$
|
21,465
|
|
|
$
|
202,394
|
|
|
Valuation allowance for deferred tax asset
|
|
$
|
21,621
|
|
|
$
|
308
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,929
|
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Reserves and allowances deducted from asset
accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowance for doubtful accounts and unbilled
services
|
|
$
|
178,819
|
|
|
$
|
15,386
|
|
|
$
|
9,656
|
|
|
$
|
23,174
|
|
|
$
|
180,687
|
|
|
Valuation allowance for deferred tax asset
|
|
$
|
18,900
|
|
|
$
|
2,721
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,621
|
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Reserves and allowances deducted from asset
accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowance for doubtful accounts and unbilled
services
|
|
$
|
185,754
|
|
|
$
|
8,912
|
|
|
$
|
9,501
|
|
|
$
|
25,348
|
|
|
$
|
178,819
|
|
|
Valuation allowance for deferred tax asset
|
|
$
|
13,167
|
|
|
$
|
5,733
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,900
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
|
|
3.1
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
|
3.3
|
|
|
|
|
|
|
|
3.4
|
|
|
|
|
|
|
|
3.5
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|
|
|
|
4.2
|
|
|
|
|
|
|
|
10.1 *
|
|
|
|
|
|
|
|
10.2 *
|
|
|
|
|
|
|
|
10.3 *
|
|
|
|
|
|
|
|
10.4 *
|
|
|
|
|
|
|
|
10.5 *
|
|
|
|
|
|
|
|
10.6 *
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
|
|
10.7 *
|
|
|
|
|
|
|
|
10.8 *
|
|
|
|
|
|
|
|
10.9 *
|
|
|
|
|
|
|
|
10.10 *
|
|
|
|
10.11 *
|
|
|
|
10.12 *
|
|
|
|
|
|
|
|
10.13 *
|
|
|
|
|
|
|
|
10.14 *
|
|
|
|
|
|
|
|
10.15 *
|
|
|
|
|
|
|
|
10.16 *
|
|
|
|
|
|
|
|
10.17 *
|
|
|
|
10.18 *
|
|
|
|
|
|
|
|
10.19 *
|
|
|
|
|
|
|
|
10.20 *
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
|
|
10.21 *
|
|
|
|
|
|
|
|
10.22 *
|
|
|
|
|
|
|
|
10.23 *
|
|
|
|
|
|
|
|
10.24 *
|
|
|
|
|
|
|
|
10.25 *
|
|
|
|
10.27 *
|
|
|
|
|
|
|
|
10.28 *
|
|
|
|
|
|
|
|
10.29 *
|
|
|
|
|
|
|
|
10.30 *
|
|
|
|
|
|
|
|
10.31 *
|
|
|
|
|
|
|
|
10.32 *
|
|
|
|
|
|
|
|
10.33 *
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
|
|
10.34 *
|
|
|
|
|
|
|
|
10.36 *
|
|
|
|
|
|
|
|
10.37 *
|
|
|
|
|
|
|
|
10.38 *
|
|
|
|
|
|
|
|
10.39 *
|
|
|
|
10.40 *
|
|
|
|
|
|
|
|
10.41 *
|
|
|
|
10.42 *
|
|
|
|
|
|
|
|
10.43 *
|
|
|
|
|
|
|
|
10.44 *
|
|
|
|
|
|
|
|
10.45 *
|
|
|
|
|
|
|
|
10.46 *
|
|
|
|
|
|
|
|
10.47 *
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
|
|
10.48 *
|
|
|
|
|
|
|
|
10.49 *
|
|
|
|
|
|
|
|
10.50 *
|
|
|
|
|
|
|
|
10.51 *
|
|
|
|
|
|
|
|
10.52 *
|
|
|
|
|
|
|
|
10.53 *
|
|
|
|
|
|
|
|
10.54 *
|
|
|
|
|
|
|
|
10.55 *
|
|
|
|
|
|
|
|
10.56 *
|
|
|
|
10.57 *
|
|
|
|
10.58 *
|
|
|
|
|
|
|
|
10.59 *
|
|
|
|
10.60 **
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
|
|
10.61 **
|
|
|
|
10.62 *
|
|
|
|
10.63
|
|
|
|
10.64
|
|
|
|
10.65
|
|
|
|
10.66
|
|
|
|
|
|
|
|
10.67 *
|
|
|
|
|
|
|
|
10.68 *
|
|
|
|
|
|
|
|
10.69 *
|
|
|
|
|
|
|
|
10.70 *
|
|
|
|
|
|
|
|
10.71 *
|
|
|
|
|
|
|
|
10.72 *
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
10.73 *
|
|
|
|
|
|
|
|
10.74 *
|
|
|
|
|
|
|
|
10.75 *
|
|
|
|
|
|
|
|
10.76 *
|
|
|
|
|
|
|
|
10.77 *
|
|
|
|
|
|
|
|
10.78 *
|
|
|
|
|
|
|
|
10.79 *
|
|
|
|
|
|
|
|
10.80 *
|
|
|
|
|
|
|
|
10.81 *
|
|
|
|
|
|
|
|
10.82 *
|
|
|
|
|
|
|
|
10.83 *
|
|
|
|
|
|
|
|
|
|
|
|
10.84 *
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
10.85 *
|
|
|
|
|
|
|
|
10.86 *
|
|
|
|
|
|
|
|
10.87 *
|
|
|
|
|
|
|
|
10.88 *
|
|
|
|
|
|
|
|
10.89 *
|
|
|
|
|
|
|
|
10.90 *
|
|
|
|
|
|
|
|
10.91 *
|
|
|
|
|
|
|
|
10.92 **
|
|
|
|
|
|
|
|
11.1 †
|
|
|
|
|
|
|
|
14.0 †
|
|
|
|
|
|
|
|
21.1 †
|
|
|
|
|
|
|
|
23.0 †
|
|
|
|
|
|
|
|
31.1 †
|
|
|
|
|
|
|
|
31.2 †
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
32.1 †
|
|
|
|
|
|
|
|
32.2 †
|
|
|
|
|
|
|
|
99.1
|
|
|
|
|
|
|
|
99.2
|
|
|
|
|
|
|
|
99.3 †
|
|
|
|
|
|
|
|
99.4
|
|
|
|
|
|
|
|
99.5
|
|
|
|
|
|
|
|
99.6
|
|
|
|
|
|
|
|
99.7
|
|
|
|
|
|
|
|
99.8
|
|
|
|
|
|
|
|
101
|
|
The following financial information from the Annual Report on Form 10-K of FTI Consulting, Inc. for the year ended December 31, 2018, filed herewith, and formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Comprehensive Income; (iii) Consolidated Statements of Stockholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to the Consolidated Financial Statements, tagged as blocks of text.
|
|
|
|
FTI CONSULTING, INC.
|
|
|
|
|
|
By:
|
/s/ STEVEN H. GUNBY
|
|
Name:
|
Steven H. Gunby
|
|
Title:
|
President and Chief Executive Officer
|
|
SIGNATURE
|
|
CAPACITY IN WHICH SIGNED
|
|
DATE
|
|
|
|
|
|
|
|
/s/ STEVEN H. GUNBY
|
|
President, Chief Executive Officer
and Director
(Principal Executive Officer)
|
|
February 26, 2019
|
|
Steven H. Gunby
|
|
|
|
|
|
/s/ AJAY SABHERWAL
|
|
Chief Financial Officer and Interim Chief Accounting Officer
(Principal Financial and Accounting Officer)
|
|
February 26, 2019
|
|
Ajay Sabherwal
|
|
|
|
|
|
/s/ GERARD E. HOLTHAUS
|
|
Director and Chairman of the Board
|
|
February 26, 2019
|
|
Gerard E. Holthaus
|
|
|
|
|
|
/s/ BRENDA J. BACON
|
|
Director
|
|
February 26, 2019
|
|
Brenda J. Bacon
|
|
|
|
|
|
/s/ MARK S. BARTLETT
|
|
Director
|
|
February 26, 2019
|
|
Mark S. Bartlett
|
|
|
|
|
|
/s/ CLAUDIO COSTAMAGNA
|
|
Director
|
|
February 26, 2019
|
|
Claudio Costamagna
|
|
|
|
|
|
|
|
Director
|
|
February , 2019
|
|
Vernon Ellis
|
|
|
|
|
|
/s/ NICHOLAS C. FANANDAKIS
|
|
Director
|
|
February 26, 2019
|
|
Nicholas C. Fanandakis
|
|
|
|
|
|
/s/ LAUREEN E. SEEGER
|
|
Director
|
|
February 26, 2019
|
|
Laureen E. Seeger
|
|
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|