FTI CONSULTING, INC
For the period ended Jun 30, 2025. Filed Jul 24, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Jul 24, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-04-24.
0000887936-25-000071
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-07-24.
0000887936-25-000097
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 187 previous paragraphs and 209 current paragraphs.
133 unchanged; 36 reworded; 39 added; 16 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 17 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (39)
Current report
Second Quarter 2025 Executive Highlights
Current report
Adjusted EPS was equal to EPS for the three months ended June 30, 2025 and 2024, respectively.
Current report
During thethree months ended June 30, 2025, we made $354.0 million in payments for common stock repurchases under the Repurchase Program.
Current report
Recent Legislation
Current report
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBBA is expected to have immaterial impacts on the future effective tax rate.
Current report
Unallocated corporate expenses decreased $3.1 million, or 7.2%, to $39.8 million for the three months ended June 30, 2025, primarily due to lower compensation expenses.
Current report
Interest income and other, which includes FX gains and losses, decreased $4.0 million to a $2.1 million loss for the three months ended June 30, 2025 compared to a $1.9 million gain for the three months ended June 30, 2024. The decrease was primarily due to a $3.1 million FX loss for the three months ended June 30, 2025 compared to a $0.5 million FX gain for the three months ended June 30, 2024.
Current report
Revenues and operating income
Current report
Unallocated corporate expenses
Current report
Interest income and other
Current report
Interest expense
Current report
Interest expense increased $1.2 million, or 23.6%, to $6.2 million for the six months ended June 30, 2025, primarily due to higher borrowings on our Credit Facility, which was partially offset by lower interest rates on our borrowings.
Current report
Income tax provision
Current report
Our income tax provision increased $0.7 million, or 1.9%, to $39.0 million for the six months ended June 30, 2025 compared to $38.3 million for the six months ended June 30, 2024. Our effective tax rate of 22.6% for the six months ended June 30, 2025 compared to 18.9% for the six months ended June 30, 2024. The increase in the income tax provision was due to an increase in the effective tax rate. The effective tax rate for the six months ended June 30, 2025 was impacted by a less favorable tax benefit related to share-based compensation, as a smaller number of non-qualified stock options were exercised compared to the six months ended June 30, 2024.
Current report
Revenues increased $31.3 million, or 9.0%, to $379.2 million for the three months ended June 30, 2025, primarily due to higher demand for our restructuring and transactions services and higher realized bill rates, which was partially offset by lower demand for our transformation & strategy services.
Current report
Gross profit increased $16.7 million, or 14.3%, to $133.1 million for the three months ended June 30, 2025. Gross profit margin increased 1.6 percentage points for the three months ended June 30, 2025. The increase in gross profit margin was primarily due to higher realized bill rates.
Current report
SG&A expenses increased $1.7 million, or 3.3%, to $54.2 million for the three months ended June 30, 2025, which included a 1.0% estimated negative impact from FX. SG&A expenses of 14.3% of revenues for the three months ended June 30, 2025 compared to 15.1% of revenues for the three months ended June 30, 2024. The increase in SG&A expenses was primarily due to less favorable benefits related to acquisition-related contingent consideration and higher outside services and other general and administrative expenses, which was partially offset by lower bad debt expenses.
Current report
Revenues increased $8.9 million, or 1.2%, to $722.9 million for the six months ended June 30, 2025, primarily due to higher demand for our restructuring services, higher realized bill rates for our transaction services and higher success fees, which was partially offset by lower demand for our transformation & strategy services.
Current report
Gross profit increased $0.9 million, or 0.4%, to $245.2 million for the six months ended June 30, 2025. Gross profit margin decreased 0.3 percentage points for the six months ended June 30, 2025. The decrease in gross profit margin was primarily due to a 2 percentage point decline in utilization, which was partially offset by higher realized bill rates.
Current report
SG&A expenses increased $5.3 million, or 5.0%, to $112.9 million for the six months ended June 30, 2025. SG&A expenses of 15.6% of revenues for the six months ended June 30, 2025 compared to 15.1% of revenues for the six months ended June 30, 2024. The increase in SG&A expenses was primarily due to higher infrastructure support, outside services, business development and other general and administrative expenses, which was partially offset by lower bad debt expenses.
Current report
Revenues increased $17.0 million, or 10.0%, to $186.5 million for the three months ended June 30, 2025, primarily due to higher realized bill rates for our risk and investigations, data & analytics and construction solutions services.
Current report
Gross profit increased $16.2 million, or 32.6%, to $65.8 million for the three months ended June 30, 2025. Gross profit margin increased 6.0 percentage points for the three months ended June 30, 2025. The increase in gross profit margin was primarily due to higher realized bill rates.
Current report
SG&A expenses increased $0.3 million, or 0.7%, to $36.5 million for the three months ended June 30, 2025. SG&A expenses were 19.5% of revenues for the three months ended June 30, 2025 compared to 21.4% of revenues for the three months ended June 30, 2024.
Current report
Gross profit increased $25.1 million, or 22.2%, to $138.4 million for the six months ended June 30, 2025. Gross profit margin increased 3.9 percentage points for the six months ended June 30, 2025. The increase in gross profit margin was primarily due to higher realized bill rates.
Current report
SG&A expenses increased $5.5 million, or 8.1%, to $73.3 million for the six months ended June 30, 2025. SG&A expenses of 19.4% of revenues for the six months ended June 30, 2025 compared to 19.6% of revenues for the six months ended June 30, 2024. The increase in SG&A expenses was primarily due to higher compensation, infrastructure support, computer hardware and software, and other general and administrative expenses.
Current report
Revenues decreased $39.2 million, or 17.0%, to $191.7 million for the three months ended June 30, 2025, which included a 2.0% estimated positive impact from FX. Excluding the estimated impact from FX, revenues decreased $43.8 million or 19.0%. The decrease in revenues was primarily due to lower demand for our M&A-related antitrust and non-M&A-related antitrust services, which was partially offset by higher realized bill rates for our M&A-related antitrust services and higher demand for our financial economics services.
Current report
SG&A expenses increased $0.1 million, or 0.4%, to $29.0 million for the three months ended June 30, 2025, which included a 2.5% estimated negative impact from FX. SG&A expenses were 15.1% of revenues for the three months ended June 30, 2025 compared to 12.5% of revenues for the three months ended June 30, 2024.
Current report
Gross profit decreased $33.7 million, or 28.8%, to $83.2 million for the six months ended June 30, 2025. Gross profit margin decreased 4.5 percentage points for the six months ended June 30, 2025. The decrease in gross profit margin was primarily due to a 6 percentage point decrease in utilization and higher forgivable loan amortization expenses, which was partially offset by higher realized bill rates and lower variable compensation and salary expenses.
Current report
Revenues decreased $32.3 million, or 27.9%, to $83.6 million for the three months ended June 30, 2025, which included a 1.1% estimated positive impact from FX. Excluding the estimated impact from FX, revenues decreased $33.5 million or 28.9%. The decrease in revenues was due to lower demand for our M&A-related “second request” services.
Current report
Gross profit decreased $18.7 million, or 43.0%, to $24.7 million for the three months ended June 30, 2025. Gross profit margin decreased 7.9 percentage points for the three months ended June 30, 2025. The decrease in gross profit margin was primarily due to lower profitability for our processing, managed review and consulting services, primarily resulting from the decline in revenues from our M&A-related “second request” services.
Current report
SG&A expenses decreased $3.1 million, or 11.8%, to $23.2 million for the three months ended June 30, 2025, which included a 1.1% estimated negative impact from FX. SG&A expenses of 27.7% of revenues for the three months ended June 30, 2025 compared to 22.7% of revenues for the three months ended June 30, 2024. The decrease in SG&A expenses was primarily due to lower compensation, travel and entertainment, and outside services expenses, which was partially offset by higher bad debt expenses.
Current report
Revenues decreased $35.8 million, or 16.5%, to $180.8 million for the six months ended June 30, 2025, due to lower demand for our M&A-related “second request” services.
Current report
Gross profit decreased $22.4 million, or 28.0%, to $57.6 million for the six months ended June 30, 2025. Gross profit margin decreased by 5.1 percentage points for the six months ended June 30, 2025. The decrease in gross profit margin was primarily due to lower profitability for our processing, managed review and consulting services, primarily resulting from the decline in revenues from our M&A-related “second request” services.
Current report
SG&A expenses decreased $4.4 million, or 8.5%, to $47.6 million for the six months ended June 30, 2025. SG&A expenses of 26.3% of revenues for the six months ended June 30, 2025 compared to 24.0% of revenues for the six months ended June 30, 2024. The decrease in SG&A expenses was primarily due to lower compensation and travel and entertainment expenses.
Current report
Revenues increased $17.7 million, or 20.8%, to $102.7 million for the three months ended June 30, 2025, which included a 2.2% estimated positive impact from FX. Excluding the estimated impact from FX, revenues increased $15.8 million, or 18.6%, primarily due to an $8.4 million increase in pass-through revenues and higher demand for our corporate reputation and financial communications services.
Current report
Gross profit increased $7.0 million, or 23.0%, to $37.1 million for the three months ended June 30, 2025. Gross profit margin increased 0.6 percentage points for the three months ended June 30, 2025. The increase in gross profit margin was primarily due to lower compensation expenses as a percentage of revenues, which was partially offset by higher pass-through revenues and expenses.
Current report
SG&A expenses increased $0.1 million, or 0.5%, to $19.6 million for the three months ended June 30, 2025, which included a 2.4% estimated negative impact from FX. SG&A expenses of 19.1% of revenues for the three months ended June 30, 2025 compared to 22.9% of revenues for the three months ended June 30, 2024.
Current report
Revenues increased $23.5 million, or 14.2%, to $189.7 million for the six months ended June 30, 2025, primarily due to a $12.0 million increase in pass-through revenues and higher demand for our corporate reputation and financial communications services.
Current report
SG&A expenses increased $0.6 million, or 1.7%, to $37.8 million for the six months ended June 30, 2025. SG&A expenses of 20.0% of revenues for the six months ended June 30, 2025 compared to 22.4% of revenues for the six months ended June 30, 2024. The increase in SG&A expenses was primarily due to higher compensation and bad debt expenses.
Removed paragraphs (16)
Previous report
First Quarter 2025 Executive Highlights
Previous report
Special Charges
Previous report
During the three months ended March 31, 2025, we recorded special charges of $25.3 million related to targeted headcount reductions in each segment and region where we realigned our workforce with current business demand for our consulting services. These targeted headcount reductions concluded as of March 31, 2025. A portion of the special charges was paid during the three months ended March 31, 2025 and the remaining amounts will be paid in cash in the next 12 months.
Previous report
The following table details the special charges by segment:
Previous report
There were no special charges recorded during the three months ended March 31, 2024.
Previous report
Adjusted EPS for the three months ended March 31, 2025 increased $0.06 to $2.29 compared to $2.23 for the three months ended March 31, 2024. Adjusted EPS for the three months ended March 31, 2025 excludes the $25.3 million in special charges, which increased Adjusted EPS by $0.55.
Previous report
Revenues decreased $22.4 million, or 6.1%, to $343.6 million for the three months ended March 31, 2025, primarily due to lower demand and realized bill rates for our transformation & strategy and restructuring services, which was partially offset by higher realized bill rates for our transactions services and an increase in success fees.
Previous report
Gross profit decreased $15.7 million, or 12.3%, to $112.1 million for the three months ended March 31, 2025. Gross profit margin decreased 2.3 percentage points for the three months ended March 31, 2025. The decrease in gross profit margin was primarily due to the impact of a 5 percentage point decrease in utilization, which was partially offset by the impact of an increase in success fees.
Previous report
SG&A expenses increased $3.6 million, or 6.6%, to $58.7 million for the three months ended March 31, 2025. SG&A expenses of 17.1% of revenues for the three months ended March 31, 2025 compared to 15.0% of revenues for the three months ended March 31, 2024. The increase in SG&A expenses was primarily due to higher infrastructure support, bad debt and business development expenses.
Previous report
Gross profit increased $9.0 million, or 14.1%, to $72.6 million for the three months ended March 31, 2025. Gross profit margin increased 1.9 percentage points for the three months ended March 31, 2025. The increase in gross profit margin was primarily due to higher realized bill rates and internal cost recovery related to an initiative to develop artificial intelligence (“AI”) capabilities for the Company. The related costs are included in our unallocated corporate expenses.
Previous report
SG&A expenses increased $5.2 million, or 16.6%, to $36.8 million for the three months ended March 31, 2025. SG&A expenses were 19.3% of revenues for the three months ended March 31, 2025 compared to 17.9% of revenues for the three months ended March 31, 2024. The increase in SG&A expenses was primarily due to higher bad debt and compensation expenses, and the impact of favorable litigation settlements in the prior year.
Previous report
Revenues decreased $3.6 million, or 3.5%, to $97.2 million for the three months ended March 31, 2025, primarily due to lower demand for our M&A-related “second request” services, which was partially offset by higher demand for our investigations services.
Previous report
Gross profit decreased $3.7 million, or 10.2%, to $32.9 million for the three months ended March 31, 2025. Gross profit margin decreased 2.5 percentage points for the three months ended March 31, 2025. The decrease in gross profit margin was primarily due to lower profitability and mix of our hosting and processing services, which was partially offset by higher profitability of our consulting services.
Previous report
SG&A expenses decreased $1.3 million, or 5.2%, to $24.4 million for the three months ended March 31, 2025. SG&A expenses of 25.1% of revenues for the three months ended March 31, 2025 compared to 25.5% of revenues for the three months ended March 31, 2024. The decrease in SG&A expenses was primarily due to lower bad debt expenses, which was partially offset by higher infrastructure support expenses.
Previous report
Revenues increased $5.8 million, or 7.2%, to $87.0 million for the three months ended March 31, 2025, which included a 1.1% estimated negative impact from FX. Excluding the estimated impact from FX, revenues increased $6.7 million, or 8.2%. The increase in revenues was primarily due to a $3.5 million increase in pass-through revenues and higher demand for corporate reputation services.
Previous report
SG&A expenses increased $0.5 million, or 3.1%, to $18.3 million for the three months ended March 31, 2025, which included a 1.1% estimated positive impact from FX. SG&A expenses of 21.0% of revenues for the three months ended March 31, 2025 compared to 21.8% of revenues for the three months ended March 31, 2024.
Reworded paragraphs (36)
Previous wording
The following is a discussion and analysis of our consolidated financial condition, results of operations, and liquidity and capital resources for the three months ended March 31, 2025 and 2024, and significant factors that could affect our prospective financial condition and results of operations. This discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes and with our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”). In addition to historical information, the following discussion includes forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations and intentions. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, these expectations or any of the forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements.
Current wording
The following is a discussion and analysis of our consolidated financial condition, results of operations, and liquidity and capital resources for the three and six months ended June 30, 2025 and 2024, and significant factors that could affect our prospective financial condition and results of operations. This discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes and with our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”). In addition to historical information, the following discussion includes forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations and intentions. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, these expectations or any of the forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements.
Previous wording
Our Forensic and Litigation Consulting (“FLC”) segment provides law firms, companies, boards of directors, government entities, private equity firms and other interested parties with a multidisciplinary and independent range of services across risk & investigations and disputes, supported by our data & analytics technology-enabled solutions, with a focus on highly regulated industries. Our services are centered around five core offerings: Construction, Projects & Assets and Environmental Solutions, Data & Analytics, Disputes, Healthcare Risk Management & Advisory and Risk and Investigations.
Current wording
Our Forensic and Litigation Consulting (“FLC”) segment provides law firms, companies, boards of directors, government entities, private equity firms and other interested parties with a multidisciplinary and independent range of services across investigations and disputes, supported by our data & analytics technology-enabled solutions, with a focus on highly regulated industries. Our services are centered around five core offerings: Construction, Projects & Assets and Environmental Solutions, Data & Analytics, Disputes, Healthcare Risk Management & Advisory and Risk and Investigations, which includes our cybersecurity and financial services-related offerings.
Previous wording
We derive substantially all of our revenues from providing professional services to both U.S. and international clients. Most of our services are rendered under time and expense contract arrangements, which require the client to pay us based on the number of hours worked at contractually agreed-upon rates. Under this arrangement, we typically bill our clients for reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs. Certain contracts are rendered under fixed-fee arrangements, which require the client to pay a fixed fee in exchange for a predetermined set of professional services. Fixed-fee arrangements may require certain clients to pay us a recurring retainer.
Current wording
We derive substantially all of our revenues from providing professional services to both U.S. and international clients. Most of our services are rendered under time and expense contract arrangements, which require the client to pay us based on the number of hours worked at contractually agreed-upon rates. Under this arrangement, we typically bill our clients for reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs. Certain contracts are rendered under fixed-fee arrangements, which require the client to pay a fixed fee in exchange for a predetermined set of professional services. Fixed-fee arrangements may require certain clients to pay us a recurring retainer. Our contract arrangements may also contain success fees or performance-based arrangements in which our fees are based on the attainment of contractually defined objectives with our client. This type of success fee may supplement a time and expense or fixed-fee arrangement. Success fees and other contractual terms may cause variations in our revenues and operating results due to the timing of when achieving the performance-based criteria becomes probable. Seasonal factors, such as the timing of our employees’ and clients’ vacations and holidays, may impact the timing of our revenue recognition across our segments.
Previous wording
We define Free Cash Flow, which is a non-GAAP financial measure, as net cash 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 useful supplemental information on the Company’s ability to generate cash for ongoing business operations and capital deployment.
Current wording
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 useful supplemental information on the Company’s ability to generate cash for ongoing business operations and capital deployment.
Previous wording
Revenues for the three months ended March 31, 2025 decreased $30.3 million, or 3.3%, compared to the three months ended March 31, 2024. The decrease in revenues was primarily due to decreased revenues in our Economic Consulting and Corporate Finance segments, which was partially offset by higher revenues in our FLC and Strategic Communications segments.
Current wording
Revenues for the three months ended June 30, 2025 decreased $5.5 million, or 0.6%, compared to the three months ended June 30, 2024, which included a 1.3% estimated positive impact from FX. Excluding the estimated impact from FX, revenues decreased $17.6 million, or 1.8%, compared to the three months ended June 30, 2024, due to lower revenues in our Economic Consulting and Technology segments, which was partially offset by higher revenues in our Corporate Finance, FLC and Strategic Communications segments.
Previous wording
Net income for the three months ended March 31, 2025 decreased $18.1 million, or 22.7%, compared to the three months ended March 31, 2024. The decrease in net income was primarily due to lower revenues and special charges recorded during the three months ended March 31, 2025, which was partially offset by a decrease in selling, general and administrative (“SG&A”) expenses, primarily due to legal settlement gains, and a decrease in direct cost of revenues as compared to the same quarter in the prior year.
Current wording
Net income for the three months ended June 30, 2025 decreased $12.2 million, or 14.6%, compared to the three months ended June 30, 2024. The decrease in net income was primarily due to lower revenues, an increase in direct costs, which includes higher forgivable loan amortization expenses, an FX remeasurement loss compared to a gain in the same quarter in the prior year and a higher effective tax rate, which was partially offset by a decrease in selling, general and administrative (“SG&A”) expenses.
Previous wording
Adjusted EBITDA for the three months ended March 31, 2025 increased $4.1 million, or 3.7%, compared to the three months ended March 31, 2024. Adjusted EBITDA Margin of 12.8% for the three months ended March 31, 2025 compared to 12.0% for the three months ended March 31, 2024. The increase in Adjusted EBITDA was primarily due to lower SG&A expenses, primarily due to legal settlement gains, as well as lower direct cost of revenues, which more than offset the decline in revenues compared to the same quarter in the prior year. Adjusted EBITDA excludes special charges.
Current wording
Adjusted EBITDA for the three months ended June 30, 2025 decreased $4.3 million, or 3.7%, compared to the three months ended June 30, 2024. Adjusted EBITDA Margin of 11.8% for the three months ended June 30, 2025 compared to 12.2% for the three months ended June 30, 2024. The decrease in Adjusted EBITDA was primarily due to lower revenues and an increase in direct costs, including higher forgivable loan amortization expenses, which was partially offset by a decrease in SG&A expenses.
Previous wording
EPS for the three months ended March 31, 2025 decreased $0.49 to $1.74 compared to $2.23 for the three months ended March 31, 2024. The decrease in EPS was primarily due to lower net income as described above.
Current wording
EPS for the three months ended June 30, 2025 decreased $0.21 to $2.13 compared to $2.34 for the three months ended June 30, 2024. The decrease in EPS was primarily due to lower net income as described above, which was partially offset by a decrease in diluted weighted average shares outstanding.
Previous wording
Netcash used in operating activities for the three months ended March 31, 2025 increased $190.4 million, or 69.3%, to $465.2 million compared to $274.8 million for the three months ended March 31, 2024. The increase in net cash used in operating activities was primarily due to an increase in forgivable loan issuances, higher variable compensation and a decrease in cash collections. Days sales outstanding (“DSO”) of 100 days at March 31, 2025 compared to 105 days at March 31, 2024.
Current wording
Netcash provided byoperating activities for the three months ended June 30, 2025 decreased $79.5 million, or 58.8%, to $55.7 million compared to $135.2 million for the three months ended June 30, 2024. The decrease in net cash provided by operating activities was primarily due to an increase in forgivable loan issuances, compensation and income tax payments, which was partially offset by higher cash collections. Days sales outstanding (“DSO”) of 100 days at June 30, 2025 compared to 105 days at June 30, 2024.
Previous wording
Free Cash Flow was an outflow of $483.0 million and $279.5 million for the three months ended March 31, 2025 and 2024, respectively. The decrease in Free Cash Flow was primarily due to higher net cash used in operating activities, as described above, and higher net cash used for purchases of property and equipment.
Current wording
Free Cash Flow was an inflow of $38.3 million and $125.2 million for the three months ended June 30, 2025 and 2024, respectively. The decrease in Free Cash Flow was primarily due to lower net cash provided by operating activities, as described above, and higher net cash used for purchases of property and equipment.
Previous wording
The following table includes the net headcount reductions by segment and in total for the three months ended March 31, 2025. The net reductions include involuntary terminations related to special charges and voluntary terminations in our Economic Consulting segment:
Current wording
The following table includes the net headcount reductions by segment and in total for the six months ended June 30, 2025.
Previous wording
Reconciliation of Net Cash Used in Operating Activities to Free Cash Flow:
Current wording
Reconciliation of Net Cash Provided by (Used in) Operating Activities to Free Cash Flow:
Previous wording
Interest expense decreased $0.8 million, or 43.7%, to $1.0 million for the three months ended March 31, 2025, primarily due to lower borrowings on our senior unsecured bank revolving credit facility (“Credit Facility”).
Current wording
Interest expense increased $1.9 million, or 58.4%, to $5.3 million for the three months ended June 30, 2025, primarily due to higher borrowings on our senior unsecured bank revolving credit facility (“Credit Facility”), which was partially offset by lower interest rates on our borrowings.
Previous wording
Our income tax provision decreased $0.8 million, or 4.0%, to $18.8 million for the three months ended March 31, 2025 compared to $19.5 million for the three months ended March 31, 2024. Our effective tax rate of 23.3% for the three months ended March 31, 2025 compared to 19.6% for the three months ended March 31, 2024. The decrease in the income tax provision was due to a decrease in income before income tax provision, which was partially offset by an increase in the tax rate.
Current wording
Our income tax provision increased $1.5 million, or 8.0%, to $20.2 million for the three months ended June 30, 2025 compared to $18.7 million for the three months ended June 30, 2024. Our effective tax rate of 22.0% for the three months ended June 30, 2025 compared to 18.2% for the three months ended June 30, 2024. The increase in the income tax provision was due to an increase in the effective tax rate. The effective tax rate for the three months ended June 30, 2025 was impacted by a less favorable tax benefit related to share-based compensation, as a smaller number of non-qualified stock options were exercised compared to the three months ended June 30, 2024.
Previous wording
Unallocated corporate expenses decreased $19.8 million, or 50.0%, to $19.8 million for the three months ended March 31, 2025, primarily due to a legal settlement gain.
Current wording
Unallocated corporate expenses decreased $22.9 million, or 27.8%, to $59.5 million for the six months ended June 30, 2025, primarily due to a legal settlement gain recorded during the first quarter of 2025 and lower compensation expenses.
Previous wording
Interest income and other, which includes FX gains and losses, increased $1.3 million, or 79.8%, to $2.8 million for the three months ended March 31, 2025, primarily due to a $1.9 million increase in interest income, which was partially offset by a $0.8 million increase in net FX losses.
Current wording
Interest income and other, which includes FX gains and losses, decreased $2.7 million, or 77.8%, to $0.8 million for the six months ended June 30, 2025, primarily due to a $4.4 million increase in FX losses, which was partially offset by a $1.4 million increase in interest income.
Previous wording
We evaluate the performance of each of our operating segments based on multiple measures of segment profit, including Adjusted Segment EBITDA, which is a non-GAAP financial measure. The following table reconciles Segment Operating Income to Adjusted Segment EBITDA for the three months ended March 31, 2025 and 2024:
Current wording
We evaluate the performance of each of our operating segments based on multiple measures of segment profit, including Adjusted Segment EBITDA, which is a non-GAAP financial measure. The following tables reconcile Segment Operating Income to Adjusted Segment EBITDA for the three and six months ended June 30, 2025 and 2024:
Previous wording
We define 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. The following table reconciles net income to Total Segment Operating Income and Total Adjusted Segment EBITDA, for the three months ended March 31, 2025 and 2024:
Current wording
We define 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. The following table reconciles net income to Total Segment Operating Income and Total Adjusted Segment EBITDA for the three and six months ended June 30, 2025 and 2024:
Previous wording
(1)The number of billable professionals for the Technology segment excludes as-needed professionals, who we employ based on demand for the segment’s services. We employed an average of 639 and 727 as-needed employees during the three months ended March 31, 2025 and 2024, respectively.
Current wording
(1)The number of billable professionals for the Technology segment excludes as-needed professionals, who we employ based on demand for the segment’s services. We employed an average of 357 and 899 as-needed employees during the three months ended June 30, 2025 and 2024, respectively.
Previous wording
(2)We calculate the utilization rate for our billable professionals by dividing the number of hours that all of our billable professionals worked on client assignments during a period by the total available working hours for all of our billable professionals during the same period. Available hours are determined by the standard hours worked by each employee, adjusted for part-time hours, U.S. standard work weeks and local country holidays. Available working hours include vacation and professional training days, but exclude holidays. Utilization rates are presented for our segments that primarily bill clients on an hourly basis. We have not presented utilization rates for our Technology and Strategic Communications segments as most of the revenues of these segments are not generated on an hourly basis.
Current wording
(2)We calculate the utilization rate for our billable professionals by dividing the number of hours that all of our billable professionals worked on client assignments during a period by the total available working hours for all of our billable professionals during the same period. Available hours are determined by the standard hours worked by each employee, adjusted for part-time hours, U.S. standard work weeks and local country holidays. Available working hours include vacation and professional training days, but exclude local country holidays. Utilization rates are presented for our segments that primarily bill clients on an hourly basis. We have not presented utilization rates for our Technology and Strategic Communications segments as most of the revenues of these segments are not generated on an hourly basis.
Previous wording
Revenues increased $14.5 million, or 8.3%, to $190.6 million for the three months ended March 31, 2025, primarily due to higher realized bill rates for our risk and investigations, data & analytics and healthcare risk management & advisory services, as well as higher demand for our data & analytics services.
Current wording
Revenues increased $31.5 million, or 9.1%, to $377.1 million for the six months ended June 30, 2025, primarily due to higher realized bill rates for our risk and investigations, data & analytics and healthcare risk management & advisory services, as well as higher demand for our construction solutions services.
Previous wording
Gross profit decreased $3.7 million, or 8.2%, to $41.4 million for the three months ended March 31, 2025. Gross profit margin increased 1.0 percentage points for the three months ended March 31, 2025. The increase in gross profit margin was primarily due to higher realized bill rates and lower compensation expenses, which included the impact of a 6.6% decline in billable professionals primarily due to voluntary terminations. This increase was partially offset by the impact of a 6 percentage point decrease in utilization.
Current wording
Gross profit decreased $30.0 million, or 41.8%, to $41.8 million for the three months ended June 30, 2025. Gross profit margin decreased 9.3 percentage points for the three months ended June 30, 2025. The decrease in gross profit margin was primarily due to a 6 percentage point decline in utilization and higher forgivable loan amortization expenses, which was partially offset by higher realized bill rates and lower compensation expenses, primarily driven by a 7.9% decline in billable headcount.
Previous wording
Revenues decreased $24.7 million, or 12.1%, to $179.9 million for the three months ended March 31, 2025, primarily due to lower demand for our M&A-related antitrust, financial economics and non-M&A-related antitrust services, which was partially offset by higher realized bill rates.
Current wording
Revenues decreased $63.9 million, or 14.7%, to $371.5 million for the six months ended June 30, 2025, primarily due to lower demand for our M&A-related antitrust and non-M&A-related antitrust services, which was partially offset by higher realized bill rates.
Previous wording
SG&A expenses decreased $3.9 million, or 12.1%, to $28.3 million for the three months ended March 31, 2025. SG&A expenses were 15.8% of revenues for the three months ended March 31, 2025 and 2024. The decrease in SG&A expenses was primarily driven by lower bad debt expenses, which was partially offset by higher outside services and infrastructure support expenses.
Current wording
SG&A expenses decreased $3.8 million, or 6.2%, to $57.4 million for the six months ended June 30, 2025. SG&A expenses of 15.4% of revenues for the six months ended June 30, 2025 compared to 14.0% of revenues for the six months ended June 30, 2024. The decrease in SG&A expenses was primarily driven by lower bad debt expenses, which was partially offset by higher outside services expenses.
Previous wording
Gross profit increased $1.1 million, or 3.6%, to $30.3 million for the three months ended March 31, 2025. Gross profit margin decreased 1.2 percentage points for the three months ended March 31, 2025. The decrease in gross profit margin was primarily due to higher pass-through revenues and expenses.
Current wording
Gross profit increased $8.0 million, or 13.5%, to $67.5 million for the six months ended June 30, 2025. Gross profit margin decreased 0.2 percentage points for the six months ended June 30, 2025. The decrease in gross profit margin was primarily due to higher pass-through revenues and expenses, which was partially offset by lower compensation expenses as a percentage of revenues.
Previous wording
Our annual cash flows from operations generally exceed our cash needs for capital expenditures and debt service requirements. We typically finance our day-to-day operations, capital expenditures, acquisitions and share repurchases through cash flows from operations. During the first quarter of each fiscal year, our cash needs generally exceed our cash flows from operations due to the payment of annual incentive compensation. We believe that our cash flows from operations, supplemented by borrowings under our Credit Facility, as necessary, will provide adequate cash to fund our cash needs for at least the next 12 months.
Current wording
Our annual cash flows from operations generally exceed our cash needs for capital expenditures and debt service requirements. We typically finance our day-to-day operations, capital expenditures, acquisitions and share repurchases through cash flows from operations. We believe that our cash flows from operations, supplemented by borrowings under our Credit Facility, as necessary, will provide adequate cash to fund our cash needs for at least the next 12 months.
Previous wording
Net cash used in operating activities increased $190.4 million, or 69.3%, to $465.2 million compared to $274.8 million for the three months ended March 31, 2024. The increase in net cash used in operating activities was primarily due to an increase in forgivable loan issuances, higher variable compensation and a decrease in cash collections. DSO was 100 and 105 days as of March 31, 2025 and 2024, respectively.
Current wording
Net cash used in operating activities increased $269.9 million, or 193.4%, to $409.5 million compared to $139.6 million for the six months ended June 30, 2024. The increase in net cash used in operating activities was primarily due to an increase in forgivable loan issuances, compensation and income tax payments and a decrease in cash collections. DSO was 100 and 105 days as of June 30, 2025 and 2024, respectively.
Previous wording
Net cash used in investing activities increased $38.4 million to $17.8 million compared to net cash provided by investing activities of $20.6 million for the three months ended March 31, 2024. The increase was primarily due to the maturity of a short-term investment of $25.2 million during the three months ended March 31, 2024. In addition, there was a $13.2 million increase in capital expenditures primarily driven by higher spend on leasehold improvements and an increase in purchases of software licenses as compared to the three months ended March 31, 2024.
Current wording
Net cash used in investing activities of $35.2 million during thesix months ended June 30, 2025 compared to net cash provided by investing activities of $10.5 million for the six months ended June 30, 2024. The increase in net cash used in investing activities was primarily due to the prior year maturity of a short-term investment of $25.2 million, which created an inflow in the comparative prior year period. In addition, there was a $20.5 million increase in capital expenditures primarily driven by higher spend on leasehold improvements and cloud computing costs as compared to the six months ended June 30, 2024.
Previous wording
Net cash used in financing activities increased $230.9 million to $32.3 million compared to net cash provided by financing activities of $198.6 million for the three months ended March 31, 2024. The increase was primarily due to $182.6 million in payments for common stock repurchases under the Repurchase Program and a decrease in net borrowings of $45.0 million under our Credit Facility as compared to the same period in the prior year.
Current wording
Net cash used in financing activities of $84.2 million during the six months ended June 30, 2025 compared to net cash provided by financing activities of $58.3 million for the six months ended June 30, 2024. The increase in net cash used in financing activities was primarily due to $536.7 million in payments for common stock repurchases under the Repurchase Program, which was partially offset by an increase in net borrowings of $410.0 million under our Credit Facility compared to the six months ended June 30, 2024.
Previous wording
The effect of exchange rate changes on cash and cash equivalents had a favorable impact of $5.9 million for the three months ended March 31, 2025 compared to an unfavorable impact of $3.6 million for the three months ended March 31, 2024.
Current wording
The effect of exchange rate changes on cash and cash equivalents had a favorable impact of $21.3 million for the six months ended June 30, 2025 compared to an unfavorable impact of $6.1 million for the six months ended June 30, 2024.
Previous wording
Cash paid for income taxes and tax credits, net of tax refunds included $16.8 million and $23.5 million of payments for the purchase of tax credits during the three months ended March 31, 2025 and 2024, respectively.
Current wording
Cash paid for income taxes and tax credits, net of tax refunds included $28.9 million and $23.5 million of payments for the purchase of tax credits during the six months ended June 30, 2025 and 2024, respectively.
Previous wording
As of March 31, 2025, our capital resources included $151.1 million of cash and cash equivalents and available borrowing capacity of $740.0 million under the revolving line of credit under our Credit Facility. The $900.0 million revolving line of credit under our Credit Facility includes a $125.0 million sublimit for borrowings in currencies other than USD, including the euro, British pound, Australian dollar, Canadian dollar, Swiss franc and Japanese yen.
Current wording
As of June 30, 2025, our capital resources included $152.8 million of cash and cash equivalents and available borrowing capacity of $430.0 million under the revolving line of credit under our Credit Facility. The $900.0 million revolving line of credit under our Credit Facility includes a $125.0 million sublimit for borrowings in currencies other than USD, including the euro, British pound, Australian dollar, Canadian dollar, Swiss franc and Japanese yen.
Previous wording
During the three months ended March 31, 2025, we spent $17.8 million in capital expenditures to support our organization, including direct support for specific client engagements. For the remainder of 2025, we currently expect additional capital expenditures to support our organization in an aggregate amount of between $50 million and $60 million, which includes costs related to leasehold improvements for our new office space in Chicago, Illinois. Our estimate takes into consideration the needs of our existing businesses but does not include the impact of any purchases that we may be required to make as a result of future acquisitions or specific client engagements that are not completed or not currently contemplated. Our capital expenditure requirements may change if our staffing levels or technology needs change significantly from what we currently anticipate, if we are required to purchase additional equipment specifically to support new client engagements, or if we pursue and complete additional acquisitions.
Current wording
During the six months ended June 30, 2025, we spent $35.2 million in capital expenditures to support our organization. For the remainder of 2025, we currently expect additional capital expenditures to support our organization in an aggregate amount of between $29 million and $36 million. Our estimate takes into consideration the needs of our existing businesses but does not include the impact of any purchases that we may be required to make as a result of future acquisitions or specific client engagements that are not completed or not currently contemplated. Our capital expenditure requirements may change if our staffing levels or technology needs change significantly from what we currently anticipate, if we are required to purchase additional equipment specifically to support new client engagements, or if we pursue and complete additional acquisitions.
Previous wording
During the three months ended March 31, 2025, we made $182.6 million in payments for common stock repurchases under the Repurchase Program. We had $264.3 million remaining available under the Repurchase Program to repurchase additional shares of our common stock as of March 31, 2025.
Current wording
During the six months ended June 30, 2025, we made $536.7 million in payments for common stock repurchases under the Repurchase Program. We had $309.3 million remaining available under the Repurchase Program to repurchase additional shares of our common stock as of June 30, 2025.
Previous wording
Our future contractual obligations as of March 31, 2025 include long-term obligations of $160.0 million related to outstanding borrowings under our Credit Facility. For more information on our Credit Facility, refer to Note 8, “Debt” in Part I, Item 1 of this Quarterly Report on Form 10-Q. Future contractual obligations related to our debt assume that payments will be made based on the current payment schedule and that interest payments will be at their stated rates and exclude any revolving line of credit borrowings or repayments subsequent to March 31, 2025 and prior to the November 21, 2027 maturity date of our Credit Facility. Under our operating leases as described in Note 9, “Leases” in Part I, Item 1 of this Quarterly Report on Form 10-Q, we have current obligations of $33.8 million and non-current obligations of $201.2 million.
Current wording
Our future contractual obligations as of June 30, 2025 include long-term obligations of $470.0 million related to outstanding borrowings under our Credit Facility. For more information on our Credit Facility, refer to Note 8, “Debt” in Part I, Item 1 of this Quarterly Report on Form 10-Q. Under our operating leases as described in Note 9, “Leases” in Part I, Item 1 of this Quarterly Report on Form 10-Q, we have current obligations of $36.0 million and non-current obligations of $216.7 million.
Previous wording
As of March 31, 2025 and December 31, 2024, the Company was contingently liable under bank guarantees issued in favor of third parties that totaled $13.1 million and $10.9 million, respectively. These bank guarantees primarily support bid and performance obligations and operating leases for office space. The amounts are guaranteed under guarantee facilities totaling $46.8 million and $42.7 million as of March 31, 2025 and December 31, 2024, respectively. The Company had $33.7 million and $31.8 million available under the guarantee facilities as of March 31, 2025 and December 31, 2024, respectively. These bank guarantees are issued separate from our Credit Facility and, as a result, do not affect available borrowing capacity under our Credit Facility.
Current wording
As of June 30, 2025 and December 31, 2024, the Company was contingently liable under bank guarantees issued in favor of third parties that totaled $16.2 million and $10.9 million, respectively. These bank guarantees primarily support bid and performance obligations and operating leases for office space. The amounts are guaranteed under guarantee facilities totaling $47.4 million and $42.7 million as of June 30, 2025 and December 31, 2024, respectively. The Company had $31.2 million and $31.8 million available under the guarantee facilities as of June 30, 2025 and December 31, 2024, respectively. These bank guarantees are issued separately from our Credit Facility and, as a result, do not affect available borrowing capacity under our Credit Facility.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
See “Segment Results” for an expanded discussion of revenues, gross profit and SG&A expenses.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Our contract arrangements may also contain success fees or performance-based arrangements in which our fees are based on the attainment of contractually defined objectives with our client. This type of success fee may supplement a time and expense or fixed-fee arrangement. Success fees and other contractual terms may cause variations in our revenues and operating results due to the timing of when achieving the performance-based criteria becomes probable. Seasonal factors, such as the timing of our employees’ and clients’ vacations and holidays, may impact the timing of our revenue recognition across our segments.
Previous report — wording carried elsewhere
The tax rate for the three months ended March 31, 2025 was impacted by a less favorable tax benefit related to share-based compensation, as a smaller number of non-qualified stock options were exercised compared to the three months ended March 31, 2024.