SEC Comment Letter for FTI CONSULTING, INC (FCN) (CIK 0000887936) (FCN) — Jul 18, 2012
FTI CONSULTING, INC (FCN) (CIK 0000887936)
Date: July 18, 2012 · CIK: 0000887936 · Accession: 0000000000-12-037792
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-14875
Letter
July 18, 201 2 Via E -Mail Jack B. Dunn, IV President and Chief Executive Officer FTI Consulting, Inc. 777 Flagler Drive , Suite 1500 West Palm Beach , FL 33401
Re: FTI Consulting, Inc. Form 10 -K for the Fiscal Ye ar Ended December 31, 20 11 Filed February 24, 201 2 File No. 001-14875
Dear Mr. Dunn :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstance s or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments.
Form 10 -K for the Fiscal Year Ended December 31, 2011 filed February 24, 2012
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Reconciliation of Operating Income to Adjusted EBITDA , page 53
1. We note that you h ave reconciled Adjusted EBITDA to operating income. Please tell us how you considered Compliance and Disclosure Interpretations, Non - GAAP Financial Measures, Question 103.02 which requires that such measures be reconciled to net income .
Jack B. Dunn, IV FTI Consulting , Inc. July 18, 2012 Page 2
Reconciliation of Net Income and Earnings Per Share to Adjusted Net Income and Adjusted Earnings Per Share, page 54
2. We note that adjustments to net income have been presented net of tax. Please tell us how you considered Compliance and Disclosure Interpretations, Non -GAAP Financial Measures, Question 102.11 which requires disclosure of the tax effect of such reconciling item and how it was calculated .
3. Please tell us how you considered Compliance and Disclosure Interpretations, Non-GAAP Financial Measures, Question 102.05 which requires that non -GAAP earnings per share be reconciled to GAAP earnings per share.
Adjusted Segment EBITDA , page 57
4. We note that you have reconciled Adjusted Segment EBITDA to segment operating income. Please tell us how you considered Compliance and Disclosure Interpretations, Non -GAAP Financial Measures, Question 103.02 which requires that such measures be reconciled to net income .
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 the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written 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 w ith 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.
Jack B. Dunn, IV FTI Consulting , Inc. July 18, 2012 Page 3
You may contact Jorge L. Bonilla , Staff Accoun tant, at (202) 551 -3414 or me at (202) 551 -3486 if you have questions regarding comments on the financial statements and related matters. Please contact Erin Martin , Attorney -Advisor , at (202) 551 -3391 or Jennifer Gowetski , Attorney -Advisor , at (202) 551 -3401 with any other questions.
Sincerely,
/s/ Daniel L. Gordon
Show Raw Text
July 18, 201 2
Via E -Mail
Jack B. Dunn, IV
President and Chief Executive Officer
FTI Consulting, Inc.
777 Flagler Drive , Suite 1500
West Palm Beach , FL 33401
Re: FTI Consulting, Inc.
Form 10 -K for the Fiscal Ye ar Ended December 31, 20 11
Filed February 24, 201 2
File No. 001-14875
Dear Mr. Dunn :
We have reviewed your filing an d have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the
requested response. If you do not believe our comments apply to your facts and
circumstance s or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
Form 10 -K for the Fiscal Year Ended December 31, 2011 filed February 24, 2012
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Reconciliation of Operating Income to Adjusted EBITDA , page 53
1. We note that you h ave reconciled Adjusted EBITDA to operating income. Please
tell us how you considered Compliance and Disclosure Interpretations, Non -
GAAP Financial Measures, Question 103.02 which requires that such measures
be reconciled to net income .
Jack B. Dunn, IV
FTI Consulting , Inc.
July 18, 2012
Page 2
Reconciliation of Net Income and Earnings Per Share to Adjusted Net Income and
Adjusted Earnings Per Share, page 54
2. We note that adjustments to net income have been presented net of tax. Please tell
us how you considered Compliance and Disclosure Interpretations, Non -GAAP
Financial Measures, Question 102.11 which requires disclosure of the tax effect
of such reconciling item and how it was calculated .
3. Please tell us how you considered Compliance and Disclosure Interpretations,
Non-GAAP Financial Measures, Question 102.05 which requires that non -GAAP
earnings per share be reconciled to GAAP earnings per share.
Adjusted Segment EBITDA , page 57
4. We note that you have reconciled Adjusted Segment EBITDA to segment
operating income. Please tell us how you considered Compliance and Disclosure
Interpretations, Non -GAAP Financial Measures, Question 103.02 which requires
that such measures be reconciled to net income .
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 the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require. Since the compa ny
and its management are in possession of all facts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written 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 w ith 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.
Jack B. Dunn, IV
FTI Consulting , Inc.
July 18, 2012
Page 3
You may contact Jorge L. Bonilla , Staff Accoun tant, at (202) 551 -3414 or me at
(202) 551 -3486 if you have questions regarding comments on the financial statements
and related matters. Please contact Erin Martin , Attorney -Advisor , at (202) 551 -3391 or
Jennifer Gowetski , Attorney -Advisor , at (202) 551 -3401 with any other questions.
Sincerely,
/s/ Daniel L. Gordon
Daniel L. Gordon
Branch Chief