2014 ANNUAL REPORT 10/10 Advisor to the World’S Top 10 Bank Holding Companies
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2014 ANNUAL REPORT 10/10 Advisor To The World’s Top 10 Bank Holding Companies 94/100 Advisor To Clients Of 94 Of The World’s Top 100 Law Firms 47/100 Advisor To 47 Of The World’s 100 Largest Companies Ranked as #1 Crisis Management Firm by The Deal Pipeline consecutively for the last eight years (2007-2014) Named one of the Best Economics Firms in the World by Global Competition Review for nine consecutive years (2006-2014) Most professionals by firm named in Global Arbitration Review’s list of “The International Who’s Who of Commercial Arbitration” for five consecutive years (2011-2015) Member of the ‘Leaders’ Quadrant in Gartner’s ‘Magic Quadrant for E-discovery Software’ Report for the second consecutive year (2013-2014) FELLOW STOCKHOLDERS, A year into the role as FTI Consulting’s Chief Executive Officer let me share three reflections. First, I continue to be thrilled to be here — this is a great firm, with the most important asset a professional services firm can have — great people. Our people are not only professionals with world-class reputations; they are also dedicated, incredibly hard-working and committed to making a major difference for our clients. As a result, we have developed a reputation as the people our clients call when their most important issues are at stake — it is a joy to work with people like this, and to engage with our clients. Second, I see our core mission as realizing the potential of this talented group — for our clients, for the team itself, and not least, for you, our stockholders. The best professionals develop the most helpful and deepest client relationships, serving clients in ever better, innovative ways. These professionals attract and mentor new generations of great client service professionals. With the right support, they thereby grow businesses, gain share and create substantial Steven H. Gunby stockholder value — which is what we are committed to do. President & Chief Executive Officer Third, we are making progress on delivering against that mission. We should not underestimate the amount of work we have ahead, but let me also underscore that in 2014 we made material progress on the initiatives to build on the Company’s strengths — where we have a right to win. We made substantial progress on a number of specific initiatives discussed at our investor day, from driving bets in our EMEA transaction advisory and tax businesses, to reinvesting in our core U.S. businesses, to growing in key areas of international arbitration and construction solutions. We are seeing tangible growth from these and other strategic investments: • In our Technology, Forensic and Litigation Consulting and Economic Consulting segments, we reported record revenues in 2014. • In our Corporate Finance/Restructuring segment, our initiatives allowed us to grow our top line in the face of the worst market for bankruptcy services in recent memory. FTI Consulting 2014 Annual Report • 1 • In our Strategic Communications segment, these initiatives allowed us to address costs and focus on growing in areas of strength, which resulted in a 190 basis point improvement in adjusted segment EBITDA margin in 2014. • Overall, these efforts resulted in 5.1 percent organic revenue growth in 2014, the Company’s highest organic growth rate since 2009. In addition to these segment-level initiatives, in 2014 we also focused on launching critical enterprise-wide improvement efforts. • We strengthened our management team, bringing in world-class professionals with fresh perspectives in the Chief Financial Officer, Chief Strategy and Transformation Officer and Chief Human Resources Officer roles. These are leaders who have dived into the business with passion, accountability and discipline — leaders who are quickly creating real value. • We also began driving some significant, specific cross-segment initiatives, including, in part, launching a key account management program, enhancing the marketing of our success stories, creating more disciplined approaches to mergers and acquisitions and looking for ways to build new businesses by leveraging the most innovative thinking within our organization. Notwithstanding this progress, let me underscore our view that our 2014 adjusted earnings of $1.64 per share are not an acceptable performance for this company. Though in line with the estimates provided at our investor day, we recognize the need to translate the great work our professionals do and the key initiatives we are driving into sustained growth in earnings and stockholder value. 2014 was a rebuilding year and we have more to come, but I also want to underscore that we believe that the activity in 2014 will begin to show fruit in 2015 and beyond. I hope as you look at the short summary above and the rest of this annual report you see the commitment we have undertaken and the progress we are making. For these reasons, I am looking to 2015 and beyond with excitement. I have enjoyed meeting many of you this past year, and hope to meet many more of you in the coming year. We have tremendous work and opportunities ahead and the management team and I look forward to continuing on this journey with you. Thank you for your continued support. Steven H. Gunby President & Chief Executive Officer of FTI Consulting, Inc. 2 • FTI Consulting 2014 Annual Report Financial Highlights 2014 REVENUES BY SEGMENT 5 YEAR REVENUES (IN BILLIONS) Strategic $1.80 Communications Corporate Finance/ $1.60 Restructuring 10.8% $1.40 $1.76 22.3% $1.65 $1.57 Technology $1.20 $1.58 13.7% $1.00 $1.40 $0.80 $0.60 $0.40 $0.20 27.5% 25.7% Forensic and $0.00 Litigation Economic 2010 2011 2012 2013 2014 Consulting Consulting 2014 ADJUSTED SEGMENT EBITDA(1) 5 YEAR ADJUSTED EBITDA (IN MILLIONS)(1) Strategic $280 Communications Corporate Finance/ $240 7.8 % Restructuring $261.7 19.0% $200 $264.8 Technology $245.5 $245.8 21.8% $160 $210.6 $120 20.3% Economic $80 Consulting $40 $0 Forensic and 31.1% 2010 2011 2012 2013 2014 Litigation Consulting 2014 REVENUES BY GEOGRAPHY 5 YEAR ADJUSTED EPS(1) $2.50 North America 72.3% $2.00 $2.37 $2.17 $2.13 $2.09 $1.50 $1.64 3.0% Latin America $1.00 6.6% Asia Pacific $0.50 18.1% $0.00 2010 2011 2012 2013 2014 EMEA (1) Please refer to pages 4 through 8 of this annual report for the definitions of non-GAAP measures and the reconciliations of non-GAAP measures to GAAP measures. FTI Consulting 2014 Annual Report • 3 FTI Consulting, Inc. Use of Non-GAAP Measures The accompanying Annual Report of FTI Consulting, Inc. (collectively the “Company”, “we”, “our”, or “FTI Consulting”) includes Adjusted Net Income, Adjusted Earnings per Diluted Share (“Adjusted EPS”), Adjusted EBITDA and Adjusted Seg- ment EBITDA, which are not prepared in accordance with Accounting Principles Generally Accepted in the United States of America (“GAAP”) and have not been audited or reviewed by our independent auditors. Beginning with the quarter ended March 31, 2014, the definitions of each of these non-GAAP measures have been updated to exclude the impact of changes in the fair value of acquisition-related contingent consideration liabilities. Prior period amounts included herein have been reclassified to conform to the current period’s presentation. We define Adjusted Net Income and Adjusted Earnings per Diluted Share (“Adjusted EPS”) as Net Income and Earnings Per Diluted Share, respectively, excluding the impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges and losses on early extinguishment of debt. 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 this measure, when considered together with our GAAP financial results, provides manage- ment and investors with a more complete understanding of our business operating results, including underlying trends, by excluding the effects of remeasurement of acquisition-related contingent consideration, special charges, goodwill impair- ment charges and losses on early extinguishment of debt. We define Segment Operating Income (loss) as a segment’s share of consolidated operating income (loss). We define Total Segment Operating Income (loss) as the total of Segment Operating Income (loss) for all segments, which excludes unallocated corporate expenses. We use Segment Operating In- come (loss) for the purpose of calculating Adjusted Segment EBITDA (loss). We define Adjusted EBITDA as consolidated net income (loss) 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 and losses on early extinguishment of debt. We define Adjusted Segment EBITDA as a segment’s share of consolidated operat- ing income (loss) before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. We define Total Adjusted Segment EBITDA as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses. We define Adjusted Segment EBITDA Margin as Adjusted Segment EBITDA as a percentage of a segment’s share of revenue. We use Adjusted Segment EBITDA to internally evaluate the financial performance of our segments because we believe it is a useful supplemental measure which reflects current core operating performance and provides an indicator of the segment’s ability to generate cash. We also believe that these measures, when considered together with our GAAP financial results, provide management and investors with a more complete understanding of our operating results, including underlying trends, by excluding the ef- fects of remeasurement of acquisition-related contingent consideration, special charges, and goodwill impairment charges. In addition, EBITDA is a common alternative measure of operating performance used by many of our competitors.