FORM 8-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 14, 2006

 

FTI CONSULTING, INC.

(Exact Name of Registrant as Specified in Charter)

 

Maryland   001-14875   52-1261113

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

500 East Pratt Street, Suite 1400, Baltimore, Maryland   21202
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (410) 951-4800

 

900 Bestgate Road, Suite 100, Annapolis, Maryland 21030

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

ITEM 2.02.  Results of Operations and Financial Condition

 

ITEM 7.01.  Regulation FD Disclosure

 

On February 14, 2006, FTI Consulting, Inc. (“FTI”) announced our financial results for the fourth quarter and year ended December 31, 2005, as well as other information, including operating results by business segment, other developments and outlook for 2006. The full text of the latest version of the issued Press Release (and Financial Tables) which was reissued to correct a typographical error in the initial press release published on February 14, 2006 is set forth in Exhibit 99.1 hereto.

 

The Press Release contains some discussion regarding FTI’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) and EBITDA by business segment, and EBITDA before and after one time charges (“Adjusted EBITDA”). Although EBITDA and Adjusted EBITDA are not measures of financial condition or performance determined in accordance with generally accepted accounting principles, FTI believes that they are useful operating performance measures for evaluating our results of operations from period to period and as compared to our competitors. EBITDA is a common alternative measure of operating performance used by investors, financial analysts and rating agencies to value and compare the financial performance of companies in our industry. FTI uses EBITDA to evaluate and compare the operating performances of its segments and it is one of the primary measures used to determine employee bonuses. FTI also uses EBITDA to value businesses it considers acquiring.

 

A reconciliation of EBITDA and Adjusted EBITDA to net earnings is included in the accompanying Financial Tables to the Press Release furnished as Exhibit 99.1 when reasonably available. FTI has not reconciled to GAAP measures the forward-looking statements included in the Press Release relating to earnings per diluted share before the impact of expensing stock options and EDITDA before the impact of expensing stock options. The GAAP financial measure is not accessible on a forward-looking basis. Information relating to stock option issuances and stock prices during 2006 cannot be predicted and are not quantifiable at this time. In addition, the impact of accounting under FASB Statement 123R with respect to 2006 stock option issuances is not determinable at this time. Such information is not available without an unreasonable effort or otherwise. The impact of accounting for currently outstanding stock options and stock options issuances in 2006 under FASB Statement 123R will be significant.

 

EBITDA and Adjusted EBITDA are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies unless the definition is the same. We believe that EBITDA and Adjusted EBITDA as supplemental financial measures are also indicative of FTI’s capacity to incur and service debt and thereby provides additional useful information to investors regarding FTI’s financial condition and results of operations. EBITDA and Adjusted EBITDA for purposes of the covenants set forth in our senior secured credit facility are not calculated in the same manner as calculated for purposes of the attached Financial Tables accompanying the Press Release.

 

1

The information included herein, including Exhibit 99.1 furnished herewith, shall be deemed not to be “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such filing.

 

ITEM 9.01.  Financial Statements and Exhibits

 

  (c) Exhibits.

 

99.1    Press Release dated February 14, 2006 (and accompanying Financial Tables), of FTI Consulting, Inc.

 

2

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

       

FTI CONSULTING, INC.

Dated: February 16, 2006

       By:  

/s/ THEODORE I. PINCUS

               

Theodore I. Pincus

Executive Vice President and

Chief Financial Officer

 

3

EXHIBIT INDEX

 

Exhibit No.
   

Description

99.1    Press Release dated February 14, 2006 (and accompanying Financial Tables), of FTI Consulting, Inc.