Annapolis, MD
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August 2, 2005
FTI Consulting, Inc. (NYSE:FCN), a leading provider of corporate finance/restructuring, forensic/litigation/technology, and economic consulting, today announced the closing of its private offering of $200.0 million in aggregate principal amount of 7 5/8% Senior Notes due 2013 (the “Senior Notes”) and $150.0 million in aggregate principal amount of 3 3/4% Convertible Senior Subordinated Notes due 2012 (the “Convertible Notes”).
FTI used the net proceeds of the offering to repay its existing $142.5 million term loan indebtedness and repurchase approximately $125.0 million of common shares through a combination of direct share repurchases and an accelerated stock buyback program. The remainder, approximately $70.0 million after transaction costs, will be used for general corporate purposes, which may include acquisitions and additional stock repurchases. FTI will incur a one-time non-cash charge of approximately $1.8 million, or $0.03 per diluted share, for the write-off of deferred financing costs associated with the early extinguishment of the term loan.
The Senior Notes and the Convertible Notes, net of the repayment of the existing term loan, will increase net interest expense by approximately $5.7 million for the remainder of 2005. The concurrent stock repurchase will reduce the weighted-average diluted shares by 5.2 million shares for the remainder of 2005. The net effect of the increase in interest expense and the reduction in diluted shares is expected to be neutral to earnings per diluted share for the remainder of 2005, excluding the one-time charge described above. In addition, the Company may enter into an interest rate swap agreement to manage interest rate exposure by achieving a desired proportion of variable rate versus fixed rate borrowings.
Jack Dunn, FTI’s president and chief executive officer said, “The successful financing we completed today will contribute to the financial well being of our company and its capital needs for years to come. The strong demand and positive reception to our offering, as reflected by its pricing, is a tribute to the strength and integrity of our company, the talented people that make up FTI, and the institutional presence we have established.
“This offering accomplishes three goals for FTI: it dramatically increases our liquidity and cash flow at a unique time for growth opportunities in our markets; solidifies our capital structure for the foreseeable future, and has enabled us to raise our profile with the investment community.”
Outlook for Remainder of 2005
Based on results for the first half of the year and the impact of the debt offerings, FTI has raised the lower end of its existing outlook for the remainder of 2005. Revenues are now anticipated to range from $487.0 million to $503.0 million for the full year; earnings per diluted share are now expected to range from $1.28 to $1.35 before the one-time charge of approximately $0.03 per diluted share for early extinguishment of its term loan; EBITDA is now expected to range from $119.0 million to $124.0 million and cash flow from operations to range between $80.0 million and $90.0 million.
The company believes its average bill rate and utilization will now be approximately $342 and 77 percent (on a 2,032 hours base), respectively. The updated outlook by segment for 2005 reflects, among other things, some shift in segment results due to the continued success of FTI’s cross-selling and cross-utilization programs. While such programs may impact individual segment results, they have no effect on total enterprise revenues and profitability. A table reflecting the outlook for each of FTI’s three business segments is attached.
Second-Quarter Conference Call
FTI will hold a conference call to discuss the debt offerings, second-quarter results and management’s outlook for the remainder of 2005 at 11:00 a.m. Eastern time on Wednesday, August 3, 2005. The call can be accessed live and will be available for replay over the Internet by logging onto the company’s website, www.fticonsulting.com, for 90 days.
Click HERE to view financial tables
About FTI Consulting
FTI is the premier provider of corporate finance/restructuring, forensic/litigation/ technology consulting, and economic consulting. Strategically located in 24 of the major US cities, London and Melbourne, FTI's total workforce of more than 1,100 employees includes numerous PhDs, MBAs, CPAs, CIRAs and CFEs, who are committed to delivering the highest level of service to clients. These clients include the world's largest corporations, financial institutions and law firms in matters involving financial and operational improvement and major litigation.
This press release includes "forward-looking" statements that involve uncertainties and risks. There can be no assurance that actual results will not differ from the company's expectations. The company has experienced fluctuating revenues, operating income and cash flow in some prior periods and expects this may occur from time to time in the future. As a result of these possible fluctuations, the company’s actual results may differ from our projections. Further, preliminary results are subject to normal year-end adjustments. Other factors that could cause such differences include pace and timing of additional acquisitions, the company's ability to realize cost savings and efficiencies, competitive and general economic conditions, retention of staff and clients and other risks described in the company's filings with the Securities and Exchange Commission. We are under no duty to update any of the forward-looking statements to conform such statements to actual results or events and do not intend to do so.
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