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FTI CONSULTING, INC

For the period ended Sep 30, 2025. Filed Oct 23, 2025.

View on SEC.gov

About 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.

Sep 30, 2025 · Filed Oct 23, 2025

FCN$195.71-0.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous 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 Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-23.

0000887936-25-000108

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 209 previous paragraphs and 209 current paragraphs.

145 unchanged; 45 reworded; 19 added; 19 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 16 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 (19)

Current report

Unallocated corporate expenses decreased $4.3 million, or 10.8%, to $35.1 million for the three months ended September 30, 2025, primarily due to lower compensation expenses, which was partially offset by higher expenses for corporate initiatives.

Current report

Unallocated corporate expenses decreased $27.1 million, or 22.3%, to $94.6 million for the nine months ended September 30, 2025, primarily due to legal settlement gains and lower compensation expenses, which was partially offset by higher expenses for corporate initiatives.

Current report

Interest income and other, which includes FX gains and losses, decreased $0.1 million, or 4.5%, to $2.5 million for the nine months ended September 30, 2025.

Current report

SG&A expenses increased $3.9 million, or 7.2%, to $58.2 million for the three months ended September 30, 2025, which included a 1.3% estimated negative impact from FX. SG&A expenses of 14.4% of revenues for the three months ended September 30, 2025 compared to 15.9% of revenues for the three months ended September 30, 2024. The increase in SG&A expenses was primarily due to higher bad debt, outside services, and computer hardware and software expenses, which was partially offset by lower compensation expenses.

Current report

Gross profit increased $43.0 million, or 12.1%, to $396.8 million for the nine months ended September 30, 2025. Gross profit margin increased 1.7 percentage points for the nine months ended September 30, 2025. The increase in gross profit margin was primarily due to higher realized bill rates.

Current report

Gross profit increased $19.1 million, or 34.6%, to $74.4 million for the three months ended September 30, 2025. Gross profit margin increased 5.5 percentage points for the three months ended September 30, 2025. The increase in gross profit margin was primarily due to higher realized bill rates and a 3 percentage point increase in utilization.

Current report

SG&A expenses decreased $3.2 million, or 8.7%, to $33.7 million for the three months ended September 30, 2025. SG&A expenses were 17.3% of revenues for the three months ended September 30, 2025 compared to 21.9% of revenues for the three months ended September 30, 2024. The decrease in SG&A expenses was primarily due to the recognition of a gain contingency.

Current report

Gross profit increased $44.3 million, or 26.3%, to $212.8 million for the nine months ended September 30, 2025. Gross profit margin increased 4.5 percentage points for the nine months ended September 30, 2025. The increase in gross profit margin was primarily due to higher realized bill rates.

Current report

SG&A expenses increased $2.3 million, or 2.2%, to $107.0 million for the nine months ended September 30, 2025. SG&A expenses of 18.7% of revenues for the nine months ended September 30, 2025 compared to 20.4% of revenues for the nine months ended September 30, 2024. The increase in SG&A expenses was primarily due to higher compensation, infrastructure support and other general and administrative expenses, which was partially offset by the recognition of a gain contingency.

Current report

SG&A expenses increased $1.8 million, or 5.8%, to $31.7 million for the three months ended September 30, 2025, which included a 2.0% estimated negative impact from FX. SG&A expenses were 18.3% of revenues for the three months ended September 30, 2025 compared to 13.5% of revenues for the three months ended September 30, 2024. The increase in SG&A expenses was primarily driven by higher bad debt expenses, which was partially offset by lower infrastructure support, compensation, and other general and administrative expenses.

Current report

Revenues decreased $112.9 million, or 17.2%, to $544.6 million for the nine months ended September 30, 2025, which included a 1.0% estimated positive impact from FX. Excluding the estimated impact from FX, revenues decreased $119.3 million or 18.2%. 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 and non-M&A-related antitrust services, as well as higher demand for our financial economics services.

Current report

Gross profit decreased $71.7 million, or 39.6%, to $109.1 million for the nine months ended September 30, 2025. Gross profit margin decreased 7.5 percentage points for the nine months ended September 30, 2025. The decrease in gross profit margin was primarily due to an 8 percentage point decrease in utilization and higher forgivable loan amortization expenses, which was partially offset by higher realized bill rates for our M&A-related antitrust and non-M&A-related antitrust services and lower compensation expenses, including the impact of an 8.2% decline in billable headcount.

Current report

Revenues decreased $16.3 million, or 14.8%, to $94.1 million for the three months ended September 30, 2025, which included a 1.0% estimated positive impact from FX. Excluding the estimated impact from FX, revenues decreased $17.4 million or 15.8%. The decrease in revenues was primarily due to lower demand for our M&A-related “second request” and information governance, privacy & security services.

Current report

Gross profit decreased $6.9 million, or 17.8%, to $31.9 million for the three months ended September 30, 2025. Gross profit margin decreased 1.2 percentage points for the three months ended September 30, 2025. The decrease in gross profit margin was primarily due to lower profitability for our processing and hosting services, which was partially offset by higher profitability for our consulting and managed review services.

Current report

Revenues decreased $52.2 million, or 16.0%, to $274.8 million for the nine months ended September 30, 2025, primarily due to lower demand for our M&A-related “second request” services.

Current report

SG&A expenses decreased $8.1 million, or 10.4%, to $70.2 million for the nine months ended September 30, 2025. SG&A expenses of 25.5% of revenues for the nine months ended September 30, 2025 compared to 23.9% of revenues for the nine months ended September 30, 2024. The decrease in SG&A expenses was primarily due to lower compensation, travel and entertainment and outside services expenses.

Current report

Revenues increased $6.1 million, or 7.4%, to $89.4 million for the three months ended September 30, 2025, which included a 2.0% estimated positive impact from FX. Excluding the estimated impact from FX, revenues increased $4.4 million, or 5.3%, primarily due to higher demand for our corporate reputation services.

Current report

SG&A expenses decreased $1.0 million, or 5.4%, to $18.2 million for the three months ended September 30, 2025, which included a 2.3% estimated negative impact from FX. SG&A expenses of 20.3% of revenues for the three months ended September 30, 2025 compared to 23.1% of revenues for the three months ended September 30, 2024. The decrease in SG&A expenses was primarily due to lower infrastructure support and bad debt expenses.
Removed paragraphs (19)

Previous 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.

Previous report

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 report

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 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.

Previous 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.

Previous 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.

Previous 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.

Previous report

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 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.

Previous report

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 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous report

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 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.
Reworded paragraphs (45)

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 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.

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 nine months ended September 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

We have included the definition of Segment Operating Income, which is a GAAP financial measure, below in order to more fully define the components of certain non-GAAP financial measures in the accompanying analysis of financial information.

Current wording

We have included the definition of Segment Operating Income (Loss), which is a GAAP financial measure, below in order to more fully define the components of certain non-GAAP financial measures in the accompanying analysis of financial information.

Previous wording

We define Segment Operating Income as a segment’s share of consolidated operating income. We define 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. We use Segment Operating Income for the purpose of calculating Adjusted Segment EBITDA, which is a non-GAAP financial measure. We define Adjusted Segment EBITDA as Segment 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 core operating performance and provides an indicator of the segment’s ability to generate cash. 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.

Current wording

We define Segment Operating Income (Loss) as a segment’s share of consolidated operating income. We define Total Segment Operating Income, which is a non-GAAP financial measure, as the total of Segment Operating Income (Loss) for all segments, which excludes unallocated corporate expenses. We use Segment Operating Income (Loss) for the purpose of calculating Adjusted Segment EBITDA, which is a non-GAAP financial measure. We define Adjusted Segment EBITDA as Segment Operating Income (Loss) 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 core operating performance and provides an indicator of the segment’s ability to generate cash. 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.

Previous 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.

Current wording

Revenues for the three months ended September 30, 2025 increased $30.1 million, or 3.3%, compared to the three months ended September 30, 2024, which included a 1.1% estimated positive impact from FX. Excluding the estimated impact from FX, revenues increased $19.8 million, or 2.1%, compared to the three months ended September 30, 2024, due to higher revenues in our Corporate Finance, FLC and Strategic Communications segments, which was partially offset by lower revenues in our Economic Consulting and Technology segments.

Previous 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.

Current wording

Net income for the three months ended September 30, 2025 increased $16.4 million, or 24.6%, compared to the three months ended September 30, 2024. The increase in net income was primarily due to higher revenues, lower selling, general and administrative (“SG&A”) expenses, and an FX remeasurement gain compared to a loss in the same quarter in the prior year. This was partially offset by an increase in direct costs, including higher variable compensation and forgivable loan amortization expenses, as well as a higher income tax provision and an increase in interest expense.

Previous 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.

Current wording

Adjusted EBITDA for the three months ended September 30, 2025 increased $27.6 million, or 26.8%, compared to the three months ended September 30, 2024. Adjusted EBITDA Margin of 13.7% for the three months ended September 30, 2025 compared to 11.1% for the three months ended September 30, 2024. The increase in Adjusted EBITDA was primarily due to higher revenues and lower SG&A expenses, which was partially offset by an increase in direct costs, including higher variable compensation and forgivable loan amortization expenses.

Previous 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.

Current wording

EPS for the three months ended September 30, 2025 increased $0.75 to $2.60 compared to $1.85 for the three months ended September 30, 2024. The increase in EPS was primarily due to higher net income as described above, as well as a decrease in diluted weighted average shares outstanding.

Previous 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.

Current wording

Netcash provided by operating activities for the three months ended September 30, 2025 decreased $17.5 million, or 8.0%, to $201.9 million compared to $219.4 million for the three months ended September 30, 2024. The decrease in net cash provided by operating activities was primarily due to lower cash collections and an increase in income tax payments, which was partially offset by lower operating expenses. Days sales outstanding (“DSO”) of 102 days at September 30, 2025 compared to 108 days at September 30, 2024.

Previous 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.

Current wording

Free Cash Flow was an inflow of $187.0 million and $212.3 million for the three months ended September 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

During thethree months ended June 30, 2025, we made $354.0 million in payments for common stock repurchases under the Repurchase Program.

Current wording

During thethree months ended September 30, 2025, we made $234.2 million in payments for common stock repurchases under the Repurchase Program.

Previous wording

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 wording

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 current and future year cash flows and effective tax rate.

Previous wording

The following table includes the net headcount reductions by segment and in total for the six months ended June 30, 2025.

Current wording

The following table includes the net headcount additions (reductions) by segment and in total for the nine months ended September 30, 2025.

Previous wording

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 wording

Interest income and other, which includes FX gains and losses, increased $2.6 million to a $1.7 million gain for the three months ended September 30, 2025 compared to a $0.9 million loss for the three months ended September 30, 2024. The increase was primarily due to a $0.6 million FX gain for the three months ended September 30, 2025 compared to a $2.5 million FX loss for the three months ended September 30, 2024.

Previous 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.

Current wording

Interest expense increased $6.4 million to $7.6 million for the three months ended September 30, 2025 compared to $1.2 million for the three months ended September 30, 2024, primarily due to higher borrowings on our senior unsecured bank revolving credit facility (“Credit Facility”).

Previous wording

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 wording

Our income tax provision increased $6.6 million, or 29.5%, to $28.9 million for the three months ended September 30, 2025 compared to $22.3 million for the three months ended September 30, 2024. Our effective tax rate of 25.9% for the three months ended September 30, 2025 compared to 25.1% for the three months ended September 30, 2024. The increase in the income tax provision was primarily due to an increase in income before income tax provision as compared to the three months ended September 30, 2024.

Previous wording

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 wording

Interest expense increased $7.6 million, or 122.3%, to $13.9 million for the nine months ended September 30, 2025, primarily due to higher borrowings on our Credit Facility, which was partially offset by lower interest rates on our borrowings.

Previous 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.

Current wording

Our income tax provision increased $7.3 million, or 12.1%, to $67.9 million for the nine months ended September 30, 2025 compared to $60.6 million for the nine months ended September 30, 2024. Our effective tax rate of 23.9% for the nine months ended September 30, 2025 compared to 20.8% for the nine months ended September 30, 2024. The increase in the income tax provision was primarily due to a higher effective tax rate, which was partially offset by a decrease in income before income tax provision. The effective tax rate for the nine months ended September 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 nine months ended September 30, 2024.

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 tables reconcile Segment Operating Income to Adjusted Segment EBITDA for the three and six months ended June 30, 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 (Loss) to Adjusted Segment EBITDA for the three and nine months ended September 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 and six months ended June 30, 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 nine months ended September 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 357 and 899 as-needed employees during the three months ended June 30, 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 648 and 855 as-needed employees during the three months ended September 30, 2025 and 2024, respectively.

Previous wording

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 wording

Revenues increased $63.4 million, or 18.6%, to $404.9 million for the three months ended September 30, 2025, primarily due to higher demand for our restructuring and transactions services and higher realized bill rates for our transformation & strategy services.

Previous wording

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 wording

Gross profit increased $42.0 million, or 38.4%, to $151.6 million for the three months ended September 30, 2025. Gross profit margin increased 5.4 percentage points for the three months ended September 30, 2025. The increase in gross profit margin was primarily due to a 6 percentage point increase in utilization and higher realized bill rates.

Previous wording

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 wording

Revenues increased $72.3 million, or 6.8%, to $1,127.8 million for the nine months ended September 30, 2025, primarily due to higher demand for our restructuring and transaction services and higher realized bill rates for our transformation & strategy and transactions services, which was partially offset by lower demand for our transformation & strategy services.

Previous wording

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 wording

SG&A expenses increased $9.2 million, or 5.7%, to $171.1 million for the nine months ended September 30, 2025. SG&A expenses of 15.2% of revenues for the nine months ended September 30, 2025 compared to 15.3% of revenues for the nine months ended September 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 compensation expenses.

Previous wording

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 wording

Revenues increased $25.9 million, or 15.4%, to $194.7 million for the three months ended September 30, 2025, primarily due to higher realized bill rates for our risk and investigations, data & analytics and construction solutions services and higher demand for our risk and investigations services.

Previous 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.

Current wording

Revenues increased $57.5 million, or 11.2%, to $571.8 million for the nine months ended September 30, 2025, primarily due to higher realized bill rates for our risk and investigations, data & analytics and construction solution services, as well as higher demand for our risk and investigations services.

Previous wording

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 wording

Revenues decreased $48.9 million, or 22.0%, to $173.1 million for the three months ended September 30, 2025, which included a 1.5% estimated positive impact from FX. Excluding the estimated impact from FX, revenues decreased $52.2 million or 23.5%. The decrease in revenues was primarily due to lower demand for our non-M&A-related antitrust and M&A-related antitrust services, which was partially offset by higher realized bill rates for our non-M&A-related antitrust services and higher demand for our financial economics services.

Previous wording

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 wording

Gross profit decreased $38.0 million, or 59.4%, to $25.9 million for the three months ended September 30, 2025. Gross profit margin decreased 13.8 percentage points for the three months ended September 30, 2025. The decrease in gross profit margin was primarily due to a 10 percentage point decline in utilization and higher forgivable loan amortization expenses, which was partially offset by higher realized bill rates for our non-M&A-related antitrust services and lower compensation expenses, including the impact of an 8.2% decline in billable headcount.

Previous 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.

Current wording

SG&A expenses decreased $2.0 million, or 2.2%, to $89.1 million for the nine months ended September 30, 2025, which included a 1.3% estimated negative impact from FX. SG&A expenses of 16.4% of revenues for the nine months ended September 30, 2025 compared to 13.9% of revenues for the nine months ended September 30, 2024. The decrease in SG&A expenses was primarily driven by lower bad debt and other general and administrative expenses, which was partially offset by higher outside services expenses.

Previous wording

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 wording

SG&A expenses decreased $3.7 million, or 14.0%, to $22.6 million for the three months ended September 30, 2025, which included a 1.0% estimated negative impact from FX. SG&A expenses of 24.1% of revenues for the three months ended September 30, 2025 compared to 23.8% of revenues for the three months ended September 30, 2024. The decrease in SG&A expenses was primarily due to lower compensation, travel and entertainment and outside services expenses.

Previous wording

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 wording

Gross profit decreased $29.3 million, or 24.7%, to $89.6 million for the nine months ended September 30, 2025. Gross profit margin decreased 3.8 percentage points for the nine months ended September 30, 2025. The decrease in gross profit margin was primarily due to lower profitability for our processing and managed review services, largely resulting from the decline in revenues from our M&A-related “second request” services.

Previous wording

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 wording

Gross profit increased $3.7 million, or 12.1%, to $34.1 million for the three months ended September 30, 2025. Gross profit margin increased 1.6 percentage points for the three months ended September 30, 2025. The increase in gross profit margin was primarily due to lower compensation expenses as a percentage of revenues, which included a 9.3% decline in billable headcount.

Previous wording

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 wording

Revenues increased $29.6 million, or 11.9%, to $279.1 million for the nine months ended September 30, 2025,which included a 1.1% estimated positive impact from FX. Excluding the estimated impact from FX, revenues increased $26.9 million, or 10.8%, primarily due to higher demand for our corporate reputation services and a $12.9 million increase in pass-through revenues.

Previous wording

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 wording

Gross profit increased $11.7 million, or 13.0%, to $101.6 million for the nine months ended September 30, 2025. Gross profit margin increased 0.4 percentage points for the nine months ended September 30, 2025. The increase in gross profit margin was primarily due to lower compensation expenses as a percentage of revenues, which included a 9.3% decline in billable headcount. This increase was partially offset by higher pass-through revenues and expenses.

Previous wording

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 wording

SG&A expenses decreased $0.4 million, or 0.7%, to $56.0 million for the nine months ended September 30, 2025, which included a 1.3% estimated negative impact from FX. SG&A expenses of 20.1% of revenues for the nine months ended September 30, 2025 compared to 22.6% of revenues for the nine months ended September 30, 2024.

Previous 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.

Current wording

Net cash used in operating activities of $207.6 million during the nine months ended September 30, 2025 compared to net cash provided by operating activities of $79.8 million for the nine months ended September 30, 2024. The increase in net cash used in operating activities was primarily due to an increase in forgivable loan issuances, and higher compensation and income tax payments. DSO was 102 and 108 days as of September 30, 2025 and 2024, respectively.

Previous 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.

Current wording

Net cash used in investing activities of $50.1 million during the nine months ended September 30, 2025 compared to net cash provided by investing activities of $3.5 million for the nine months ended September 30, 2024. The increase in net cash used in investing activities was due to a $28.4 million increase in capital expenditures, primarily related to higher spend on leasehold improvements and cloud computing costs as compared to the nine months ended September 30, 2024, as well as the prior year maturity of a short-term investment of $25.2 million, which created an inflow in the comparative prior year period.

Previous 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.

Current wording

Net cash used in financing activities of $277.3 million during the nine months ended September 30, 2025 compared to $4.9 million for the nine months ended September 30, 2024. The increase in net cash used in financing activities was primarily due to $770.9 million in payments for common stock repurchases under the Repurchase Program, which was partially offset by an increase in net borrowings of $510.0 million under our Credit Facility compared to the nine months ended September 30, 2024.

Previous 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.

Current wording

The effect of exchange rate changes on cash and cash equivalents had a favorable impact of $20.5 million and $4.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous 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.

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 nine months ended September 30, 2025 and 2024, respectively.

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