FTI CONSULTING, INC DC false 0000887936 0000887936 2024-02-22 2024-02-22
UNITED STATES
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 22, 2024
FTI CONSULTING, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Maryland |
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001-14875 |
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52-1261113 |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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| 555 12th Street NW, Washington, D.C. 20004 |
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Registrant’s telephone number, including area code: (202) 312-9100
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Name of each Exchange on which Registered |
| Common Stock, par value $0.01 per share |
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FCN |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 2.02. |
Results of Operations and Financial Condition |
FTI Consulting, Inc. (“FTI Consulting”) uses a presentation from time to time in its discussions with investors and analysts (the “Presentation”). The Presentation includes FTI Consulting’s past and present financial results, operating data and other information. A copy of the Presentation is furnished as Exhibit 99.1 and has been posted to the FTI Consulting website at www.fticonsulting.com.
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Regulation FD Disclosure |
In the Presentation, FTI Consulting uses information derived from consolidated and segment financial information that may not be presented in its financial statements or prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Certain of these measures are considered “non-GAAP financial measures” under rules promulgated by the Securities and Exchange Commission. Specifically, FTI Consulting has referred to the following non-GAAP financial measures:
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Total Segment Operating Income |
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Total Adjusted Segment EBITDA |
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Adjusted Earnings per Diluted Share |
FTI Consulting has included the definitions of “Segment Operating Income” and “Adjusted Segment EBITDA,” which are financial measures presented in accordance with GAAP, in order to more fully define the components of certain non-GAAP financial measures. FTI Consulting evaluates the performance of its operating segments based on Adjusted Segment EBITDA, and Segment Operating Income is a component of the definition of Adjusted Segment EBITDA. FTI Consulting defines “Segment Operating Income” as a segment’s share of consolidated operating income. FTI Consulting defines “Total Segment Operating Income,” which is a non-GAAP financial measure, as the total of Segment Operating Income for all segments, which excludes unallocated corporate expenses. FTI Consulting uses Segment Operating Income for the purpose of calculating Adjusted Segment EBITDA. FTI Consulting defines “Adjusted Segment EBITDA” as a segment’s share of consolidated operating income before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. FTI Consulting uses Adjusted Segment EBITDA as a basis to internally evaluate the financial performance of its segments because FTI Consulting believes it reflects current core operating performance and provides an indicator of the segment’s ability to generate cash.
FTI Consulting defines “Total Adjusted Segment EBITDA,” which is a non-GAAP financial measure, as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses. FTI Consulting defines “Adjusted EBITDA,” which is a non-GAAP financial measure, as consolidated net income before income tax provision, other non-operating income (expense), depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, gain or loss on sale of a business, and losses on early extinguishment of debt. FTI Consulting defines Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of total revenues. FTI Consulting believes that the non-GAAP financial measures, which exclude the effects of remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges, when considered together with its GAAP financial results and GAAP financial measures, provide management and investors with a more complete understanding of FTI Consulting’s operating results, including underlying trends. In addition, EBITDA is a common alternative measure of operating performance used by many of FTI Consulting’s competitors. It is used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in FTI Consulting’s industry. Therefore, FTI Consulting also believes that these measures, considered along with corresponding GAAP financial measures, provide management and investors with additional information for comparison of its operating results with the operating results of other companies.
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FTI Consulting defines “Adjusted Net Income” and “Adjusted Earnings per Diluted Share” (“Adjusted EPS”), which are non-GAAP financial measures, as net income and earnings per diluted share, respectively, excluding the impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, losses on early extinguishment of debt, non-cash interest expense on convertible notes and gain or loss on sale of a business. FTI Consulting uses Adjusted Net Income for the purpose of calculating Adjusted EPS. Management of FTI Consulting uses Adjusted EPS to assess total company operating performance on a consistent basis. FTI Consulting believes that these non-GAAP financial measures, when considered together with its corresponding GAAP financial results and GAAP financial measures, provides management and investors with an additional understanding of its business operating results, including underlying trends.
FTI Consulting defines “Free Cash Flow” as net cash provided by operating activities less cash payments for purchases of property and equipment. We believe this non-GAAP financial measure, when considered together with our GAAP financial results, provides management and investors with an additional understanding of FTI Consulting’s ability to generate cash for ongoing business operations and other capital deployment.
Non-GAAP financial measures are not defined in the same manner by all companies and may not be comparable with other similarly titled measures of other companies. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, the information contained in FTI Consulting’s Consolidated Statements of Comprehensive Income. Reconciliations of Non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the Presentation.
The information included herein, including Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange 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 |
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FTI Consulting, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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FTI CONSULTING, INC. |
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| Dated: February 23, 2024 |
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By: |
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/s/ CURTIS P. LU |
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Curtis P. Lu |
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General Counsel |
3
Fourth Quarter and Full Year 2023
Earnings Conference Call FTI Consulting, Inc. February 22, 2024 Exhibit 99.1
Cautionary Note About Forward-Looking
Statements This presentation includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve uncertainties and risks.
Forward-looking statements include statements concerning our plans, initiatives, projections, prospects, policies, processes and practices, objectives, goals, commitments, strategies, future events, future revenues, future results and performance,
future capital allocations and expenditures, expectations, plans or intentions relating to acquisitions, share repurchases and other matters, business trends, new, or changes to, laws and regulations, including U.S. and foreign tax laws,
environmental, social and governance ("ESG")-related issues, climate change-related matters, scientific or technological developments, including relating to new and emerging technologies, such as artificial intelligence and machine learning and
other information that is not historical. Forward-looking statements often contain words such as "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "commits," "aspires," "forecasts," "future," "goal," "seeks" and
variations of such words or similar expressions. All forward-looking statements, including, without limitation, management’s financial guidance and examination of operating trends, are based upon our historical performance and our current
plans, estimates, intentions and expectations at the time we make them, and various assumptions. Our actual financial results, performance or achievements and outcomes could differ materially from those expressed in, or implied by, any
forward-looking statements. Further, unaudited quarterly results are subject to normal year-end adjustments. The Company has experienced fluctuating revenues, operating income and cash flows in prior periods and expects that this will occur from
time to time in the future. Other factors that could cause such differences include declines in demand for, or changes in, the mix of services and products that we offer; the mix of the geographic locations where our clients are located or where
services are performed; fluctuations in the price per share of our common stock; adverse financial, real estate or other market and general economic conditions; the impact of public health crises and related events that are beyond our control, which
could affect our segments, practices and the geographic regions in which we conduct business differently and adversely; and other future events, which could impact each of our segments, practices and the geographic regions in which we conduct
business differently and could be outside of our control; the pace and timing of the consummation and integration of future acquisitions; the Company’s ability to realize cost savings and efficiencies; competitive and general economic
conditions; retention of staff and clients; new laws and regulations or changes thereto; and other risks described under the heading "Item 1A, Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed
with the SEC on February 22, 2024 and in the Company’s other filings with the SEC. 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.
Fourth Quarter 2023: Financial Review
(1) See “Financial Tables” and “End Notes: FTI Consulting Non-GAAP Financial Measures” for the reconciliations and definitions of Adjusted Earnings per Diluted Share and Adjusted EBITDA, which are non-GAAP financial measures,
to the most directly comparable GAAP financial measures, and for the definition of Adjusted EBITDA Margin, which is a non-GAAP financial measure. (2) Effective July 1, 2023, prior period segment information for the Corporate Finance &
Restructuring and Forensic and Litigation Consulting segments has been recast in this presentation to include the reclassification of the portion of the Company’s health solutions practice in the Forensic and Litigation Consulting segment to
the Company's business transformation practice within the Corporate Finance & Restructuring segment. Consolidated Results Q4 2023 Q3 2023 % Variance Q4 2022 % Variance Percentage Change in Revenues Excluding the Estimated Impact of
Foreign Currency Translation for Q4 2023 vs. Q4 2022 Revenues $924,684 $893,261 3.5% $774,431 19.4% 18.0% Net income $81,633 $83,317 -2.0% $47,498 71.9% Earnings per Diluted Share $2.28 $2.34 -2.6% $1.33 71.4% Adjusted Earnings per Diluted Share (1)
$2.28 $2.34 -2.6% $1.52 50.0% Adjusted EBITDA (1) $127,394 $118,748 7.3% $91,974 38.5% Adjusted EBITDA Margin (1) 13.8% 13.3% — 11.9% — Segment Results Corporate Finance & Restructuring (2) Revenues $365,554 $347,560 5.2% $305,314
19.7% 18.7% Adjusted Segment EBITDA $65,386 $68,094 -4.0% $49,126 33.1% Adjusted Segment EBITDA Margin 17.9% 19.6% — 16.1% — Forensic and Litigation Consulting (2) Revenues $165,469 $166,137 -0.4% $147,879 11.9% 11.0% Adjusted Segment
EBITDA $19,247 $21,480 -10.4% $17,109 12.5% Adjusted Segment EBITDA Margin 11.6% 12.9% — 11.6% — Economic Consulting Revenues $206,091 $193,866 6.3% $172,007 19.8% 17.6% Adjusted Segment EBITDA $38,335 $27,756 38.1% $27,336 40.2%
Adjusted Segment EBITDA Margin 18.6% 14.3% — 15.9% — Technology Revenues $100,933 $98,860 2.1% $76,802 31.4% 30.1% Adjusted Segment EBITDA $12,385 $14,873 -16.7% $11,757 5.3% Adjusted Segment EBITDA Margin 12.3% 15.0% — 15.3%
— Strategic Communications Revenues $86,637 $86,838 -0.2% $72,429 19.6% 16.9% Adjusted Segment EBITDA $15,636 $13,454 16.2% $10,488 49.1% Adjusted Segment EBITDA Margin 18.0% 15.5% — 14.5% — All numbers in $000s, except for
per share data and percentages
Full Year 2023: Financial Review (1)
See “Financial Tables” and “End Notes: FTI Consulting Non-GAAP Financial Measures” for the reconciliations and definitions of Adjusted Earnings per Diluted Share and Adjusted EBITDA, which are non-GAAP financial measures, to
the most directly comparable GAAP financial measures, and for the definition of Adjusted EBITDA Margin, which is a non-GAAP financial measure. (2) Effective July 1, 2023, prior period segment information for the Corporate Finance & Restructuring
and Forensic and Litigation Consulting segments has been recast in this presentation to include the reclassification of the portion of the Company’s health solutions practice in the Forensic and Litigation Consulting segment to the Company's
business transformation practice within the Corporate Finance & Restructuring segment. All numbers in $000s, except for per share data and percentages Consolidated Results FY 2023 FY 2022 % Variance Percentage Change in Revenues Excluding
the Estimated Impact of Foreign Currency Translation for FY 2023 vs. FY 2022 Revenues $3,489,242 $3,028,908 15.2% 15.0% Net income $274,892 $235,514 16.7% Earnings per Diluted Share $7.71 $6.58 17.2% Adjusted Earnings per Diluted Share (1) $7.71
$6.77 13.9% Adjusted EBITDA (1) $424,799 $357,558 18.8% Adjusted EBITDA Margin (1) 12.2% 11.8% — Segment Results Corporate Finance & Restructuring (2) Revenues $1,346,678 $1,147,118 17.4% 17.3% Adjusted Segment EBITDA $230,837 $214,809
7.5% Adjusted Segment EBITDA Margin 17.1% 18.7% — Forensic and Litigation Consulting (2) Revenues $654,105 $579,933 12.8% 13.0% Adjusted Segment EBITDA $88,109 $63,573 38.6% Adjusted Segment EBITDA Margin 13.5% 11.0% — Economic
Consulting Revenues $771,374 $695,208 11.0% 10.5% Adjusted Segment EBITDA $115,807 $103,090 12.3% Adjusted Segment EBITDA Margin 15.0% 14.8% — Technology Revenues $387,855 $319,983 21.2% 21.0% Adjusted Segment EBITDA $62,711 $46,698 34.3%
Adjusted Segment EBITDA Margin 16.2% 14.6% — Strategic Communications Revenues $329,230 $286,666 14.8% 14.4% Adjusted Segment EBITDA $50,909 $50,620 0.6% Adjusted Segment EBITDA Margin 15.5% 17.7% —
Cash Position and Capital Allocation
Snapshot As of December 31, 2023, September 30, 2023 and December 31, 2022 (1)The balance is included in “Prepaid expenses and other current assets” on the Consolidated Balance Sheets. (2)DSO is a performance measure used to
assess how quickly revenues are collected by the Company. We calculate DSO at the end of each reporting period by dividing net accounts receivable reduced by billings in excess of services provided, by revenues for the quarter, adjusted for changes
in foreign exchange rates. We multiply the result by the number of days in the quarter. (3)Total debt excludes the impact of unamortized deferred issuance costs related to our 2.0% convertible senior notes due 2023 (“2023 Convertible
Notes”), which were settled in August 2023. (4)See “Financial Tables” and “End Notes: FTI Consulting Non-GAAP Financial Measures” for the reconciliation and definition of Free Cash Flow, which is a non-GAAP financial
measure, to the most directly comparable GAAP financial measure. All numbers in $000s, except for DSO As of December 31, 2023 As of September 30, 2023 As of December 31, 2022 Cash and cash equivalents $303,222 $201,148 $491,688 Accounts
receivable, net $1,102,142 $1,207,016 $896,153 Short-term investments (1) $25,461 $24,440 $— Days Sales Outstanding ("DSO") (2) 100 114 97 Net cash provided by (used in) operating activities $224,461 $(158,525) $188,794 Purchases of property
and equipment $(49,562) $(43,284) $(53,098) Purchase and retirement of common stock $(20,982) $(20,982) $(85,424) Total Debt (3) $— $285,000 $316,219 Free Cash Flow (4) $174,899 $(201,809) $135,696
Three Months Ended December 31, 2023,
September 30, 2023 and December 31, 2022 Reconciliations of Net Income to Adjusted Net Income and Earnings Per Diluted Share to Adjusted Earnings Per Diluted Share (1)See “End Notes: FTI Consulting Non-GAAP Financial Measures” for the
definitions of Adjusted Net Income and Adjusted Earnings per Diluted Share, which are non-GAAP financial measures. All numbers in $000s, except for per share data Three Months Ended December 31, 2023 Three Months Ended September 30, 2023 Three
Months Ended December 31, 2022 Net income $81,633 $83,317 $47,498 Special charges — — 8,340 Tax impact of special charges — — (1,584) Adjusted Net Income (1) $81,633 $83,317 $54,254 Earnings per Diluted
Share $2.28 $2.34 $1.33 Special charges — — 0.23 Tax impact of special charges — — (0.04) Adjusted Earnings per Diluted Share (1) $2.28 $2.34 $1.52 Weighted average number of common shares outstanding — diluted 35,778
35,656 35,658
Reconciliations of Net Income to
Adjusted Net Income and Earnings Per Diluted Share to Adjusted Earnings Per Diluted Share Years Ended December 31, 2023 and December 31, 2022 (1)See “End Notes: FTI Consulting Non-GAAP Financial Measures” for the definitions of Adjusted
Net Income and Adjusted Earnings per Diluted Share, which are non-GAAP financial measures. All numbers in $000s, except for per share data Year Ended December 31, 2023 Year Ended December 31, 2022 Net income $274,892 $235,514 Special charges —
8,340 Tax impact of special charges — (1,584) Adjusted Net Income (1) $274,892 $242,270 Earnings per Diluted Share $7.71 $6.58 Special charges — 0.23 Tax impact of special charges — (0.04) Adjusted Earnings per
Diluted Share (1) $7.71 $6.77 Weighted average number of common shares outstanding — diluted 35,646 35,783
Three Months Ended December 31, 2023
and September 30, 2023 Reconciliations of Net Income and Operating Income to Adjusted EBITDA All numbers in $000s (1)See “End Notes: FTI Consulting Non-GAAP Financial Measures” for the definition of Adjusted EBITDA, which is a non-GAAP
financial measure. Three Months Ended December 31, 2023 Corporate Finance & Restructuring Forensic and Litigation Consulting Economic Consulting Technology Strategic Communications Unallocated Corporate Total Net income $81,633 Interest
income and other 8,088 Interest expense 3,896 Income tax provision 21,404 Operating income $61,779 $17,415 $36,801 $8,393 $14,703 $(24,070) $115,021 Depreciation and amortization 2,597 1,680 1,534 3,992 875 475 11,153 Amortization of intangible
assets 1,010 152 — — 58 — 1,220 Adjusted EBITDA (1) $65,386 $19,247 $38,335 $12,385 $15,636 $(23,595) $127,394 Three Months Ended September 30, 2023 Corporate Finance & Restructuring Forensic and Litigation Consulting
Economic Consulting Technology Strategic Communications Unallocated Corporate Total Net income $83,317 Interest income and other (5,147) Interest expense 4,474 Income tax provision 24,385 Operating income $64,633 $19,708 $26,293 $11,481 $12,503
$(27,589) $107,029 Depreciation and amortization 2,414 1,548 1,463 3,392 882 680 10,379 Amortization of intangible assets 1,047 224 — — 69 — 1,340 Adjusted EBITDA (1) $68,094 $21,480 $27,756 $14,873 $13,454 $(26,909)
$118,748
Three Months Ended December 31,
2022 Reconciliations of Net Income and Operating Income to Adjusted EBITDA All numbers in $000s Three Months Ended December 31, 2022 Corporate Finance & Restructuring (2) Forensic and Litigation Consulting (2) Economic Consulting
Technology Strategic Communications Unallocated Corporate Total Net income $47,498 Interest income and other 6,500 Interest expense 2,579 Income tax provision 16,079 Operating income $43,008 $11,047 $26,122 $8,425 $9,360 $(25,306) $72,656
Depreciation and amortization 1,734 1,206 1,183 3,226 618 688 8,655 Amortization of intangible assets 1,940 242 — — 141 — 2,323 Special charges 2,444 4,614 31 106 369 776 8,340 Adjusted EBITDA (1) $49,126 $17,109 $27,336 $11,757
$10,488 $(23,842) $91,974 (1)See “End Notes: FTI Consulting Non-GAAP Financial Measures” for the definition of Adjusted EBITDA, which is a non-GAAP financial measure. (2) Effective July 1, 2023, prior period segment information for the
Corporate Finance & Restructuring and Forensic and Litigation Consulting segments has been recast in this presentation to include the reclassification of the portion of the Company’s health solutions practice in the Forensic and Litigation
Consulting segment to the Company's business transformation practice within the Corporate Finance & Restructuring segment.
Years Ended December 31, 2023 and
December 31, 2022 Reconciliations of Net Income and Operating Income to Adjusted EBITDA All numbers in $000s (1)See “End Notes: FTI Consulting Non-GAAP Financial Measures” for the definition of Adjusted EBITDA, which is a non-GAAP
financial measure. (2) Effective July 1, 2023, prior period segment information for the Corporate Finance & Restructuring and Forensic and Litigation Consulting segments has been recast in this presentation to include the reclassification of the
portion of the Company’s health solutions practice in the Forensic and Litigation Consulting segment to the Company's business transformation practice within the Corporate Finance & Restructuring segment. Year Ended December 31, 2023
Corporate Finance & Restructuring Forensic and Litigation Consulting Economic Consulting Technology Strategic Communications Unallocated Corporate Total Net income $274,892 Interest income and other 4,867 Interest expense 14,331 Income
tax provision 83,471 Operating income $216,504 $81,296 $109,818 $48,196 $47,167 $(125,420) $377,561 Depreciation and amortization 9,254 6,030 5,989 14,515 3,445 1,846 41,079 Amortization of intangible assets 5,079 783 — — 297 —
6,159 Adjusted EBITDA (1) $230,837 $88,109 $115,807 $62,711 $50,909 $(123,574) $424,799 Year Ended December 31, 2022 Corporate Finance & Restructuring (2) Forensic and Litigation Consulting (2) Economic Consulting Technology Strategic
Communications Unallocated Corporate Total Net income $235,514 Interest income and other (3,918) Interest expense 10,047 Income tax provision 62,235 Operating income $197,424 $52,693 $98,178 $33,431 $46,982 $(124,830) $303,878 Depreciation and
amortization 6,965 5,289 4,881 13,161 2,580 2,821 35,697 Amortization of intangible assets 7,976 977 — — 689 1 9,643 Special charges 2,444 4,614 31 106 369 776 8,340 Adjusted EBITDA (1) $214,809 $63,573 $103,090 $46,698 $50,620
$(121,232) $357,558
Years Ended December 31, 2023 and
December 31, 2022 and Nine Months Ended September 30, 2023 Reconciliations of Net Cash Provided by (Used in) Operating Activities to Free Cash Flow (1)See “End Notes: FTI Consulting Non-GAAP Financial Measures” for the definition of Free
Cash Flow, which is a non-GAAP financial measure. All numbers in $000s Year Ended December 31, 2023 Nine Months Ended September 30, 2023 Year Ended December 31, 2022 Net cash provided by (used in) operating activities $224,461 $(158,525) $188,794
Purchases of property and equipment (49,562) (43,284) (53,098) Free Cash Flow (1) $174,899 $(201,809) $135,696
End Notes: FTI Consulting Non-GAAP
Financial Measures In this presentation, we sometimes use information derived from consolidated and segment financial information that may not be presented in our financial statements or prepared in accordance with generally accepted accounting
principles in the United States ("GAAP"). Certain of these measures are considered “non-GAAP financial measures” under the Securities and Exchange Commission ("SEC") rules. Specifically, we have referred to the following non-GAAP
financial measures in this presentation: Adjusted EBITDA Adjusted EBITDA Margin Adjusted Net Income Adjusted Earnings per Diluted Share Free Cash Flow We have included the definitions of Segment Operating Income and Adjusted Segment EBITDA, which
are GAAP financial measures, below in order to more fully define the components of certain non-GAAP financial measures in this presentation. We define Segment Operating Income as a segment’s share of consolidated operating income. We use
Segment Operating Income for the purpose of calculating Adjusted Segment EBITDA. We define Adjusted Segment EBITDA as a segment’s share of consolidated operating income before depreciation, amortization of intangible assets, remeasurement of
acquisition-related contingent consideration, special charges and goodwill impairment charges. We use Adjusted Segment EBITDA as a basis to internally evaluate the financial performance of our segments because we believe it reflects current core
operating performance and provides an indicator of the segment’s ability to generate cash. We define Adjusted EBITDA, which is a non-GAAP financial measure, as consolidated net income before income tax provision, other non-operating income
(expense), depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, gain or loss on sale of a business and losses on early extinguishment of debt.
We believe that this non-GAAP financial measure, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with a more complete understanding of our operating results, including underlying
trends. In addition, EBITDA is a common alternative measure of operating performance used by many of our competitors. It is used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies
in our industry. Therefore, we also believe that this non-GAAP financial measure, considered along with corresponding GAAP financial measures, provide management and investors with additional information for comparison of our operating results with
the operating results of other companies. We define Adjusted EBITDA Margin, which is a non-GAAP financial measure, as Adjusted EBITDA as a percentage of total revenues. We define Adjusted Net Income and Adjusted Earnings per Diluted Share
(“Adjusted EPS”), which are non-GAAP financial measures, as net income and earnings per diluted share ("EPS"), respectively, excluding the impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill
impairment charges, losses on early extinguishment of debt, non-cash interest expense on convertible notes and the gain or loss on sale of a business. We use Adjusted Net Income for the purpose of calculating Adjusted EPS. Management uses Adjusted
EPS to assess total Company operating performance on a consistent basis. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with
an additional understanding of our business operating results, including underlying trends. We define Free Cash Flow, which is a non-GAAP financial measure, as net cash provided by (used in) operating activities less cash payments for purchases of
property and equipment. We believe this non-GAAP financial measure, when considered together with our GAAP financial results, provides management and investors with an additional understanding of the Company’s ability to generate cash for
ongoing business operations and other capital deployment. Non-GAAP financial measures are not defined in the same manner by all companies and may not be comparable with other similarly titled measures of other companies. Non-GAAP financial measures
should be considered in addition to, but not as a substitute for or superior to, the information contained in our Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statements of Cash Flows.
Fourth Quarter 2023: Select
Geographic Review Consolidated Revenues by Region Region Q4 2023 Q3 2023 % Variance Q4 2022 % Variance Percentage Change in Revenues Excluding the Estimated Impact of Foreign Currency Translation for Q4 2023 vs. Q4 2022 North America $584,260
$581,039 0.6% $492,611 18.6% 18.6% EMEA $275,632 $247,387 11.4% $220,648 24.9% 20.2% Asia Pacific $49,427 $52,380 -5.6% $52,281 -5.5% -5.4% Latin America $15,365 $12,455 23.4% $8,891 72.8% 65.4% Percentage of Consolidated Revenues by Region Region
Q4 2023 Q3 2023 Q4 2022 North America 63.2% 65.0% 63.6% EMEA 29.8% 27.7% 28.5% Asia Pacific 5.3% 5.9% 6.8% Latin America 1.7% 1.4% 1.1% All numbers in $000s, except for percentages
Full Year 2023: Select Geographic
Review Consolidated Revenues by Region Region FY 2023 FY 2022 % Variance Percentage Change in Revenues Excluding the Estimated Impact of Foreign Currency Translation for FY 2023 vs. FY 2022 North America $2,253,315 $1,968,527 14.5% 14.5% EMEA
$982,381 $817,129 20.2% 19.0% Asia Pacific $204,417 $201,937 1.2% 3.3% Latin America $49,129 $41,315 18.9% 16.5% Percentage of Consolidated Revenues by Region Region FY 2023 FY 2022 North America 64.5% 65.0% EMEA 28.2% 27.0% Asia Pacific 5.9% 6.7%
Latin America 1.4% 1.3% All numbers in $000s, except for percentages
Fourth Quarter 2023 Select Awards
& Accolades
Experts with Impact TM
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