SEC Comment Letter for FTI CONSULTING, INC (FCN) (CIK 0000887936) (FCN) — Dec 11, 2008
FTI CONSULTING, INC (FCN) (CIK 0000887936)
Date: Dec. 11, 2008 · CIK: 0000887936 · Accession: 0000000000-08-061191
AI Filing Summary & Sentiment
File numbers found in text: 001-14875
Show Raw Text
Mail Stop 4561 December 11, 2008 VIA USMAIL and FAX (410) 951-4805 Mr. Jorge A. Celaya Executive Vice President and Chief Financial Officer FTI Consulting, Inc. 500 East Pratt Street, Suite 1400 Baltimore, Maryland 21202
Re: FTI Consulting, Inc.
Form 10-K for the year ended December 31, 2007
Filed on February 29, 2008 File No. 001-14875
Dear Mr. Jorge A. Celaya:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Jorge Celaya
FTI Consulting, Inc.
December 11, 2008 Page 2 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007
Item 5. Market for the Regi strant’s Common Equity, Rela ted Stockholder Matters and
Issuer Purchases of Equ ity Securities, page 30
1. In future filings, please provide the perf ormance line graph as required by Item
201(e) of Regulation S-K.
Financial Statements and Notes
Note 3 – Acquisitions, pages 86-90
2. We note that you granted contractual protec tion to sellers in certain acquisitions
against the decline in value of restricted stock issued as consideration. Tell us
what consideration was given to provid ing an expanded discussion regarding the
accounting treatment of the contingent consideration, in cluding the initial
valuation of the restricted stock, the sp ecific restrictions on the stock and your
basis in GAAP for applying the contingent consideration payable to goodwill given the guidance in paragraph 30 of SFAS 141. Additionally reconcile this
policy to your disclosure in Note 8 of your Quarterly Report on Form 10-Q as of
September 30, 2008.
***
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Jorge Celaya
FTI Consulting, Inc. December 11, 2008 Page 3 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing. You may contact Jaime John at (202 ) 551-3446 or me at (202) 551-3413 if you
have questions regarding comments on the fi nancial statements and related matters.
Please contact Erin Martin at (202) 551-3391 with any other questions.
S i n c e r e l y ,
Cicely LaMothe
Branch Chief