Earnings call transcript: FTI Consulting Q2 2025 beats expectations, stock rises

FTI Consulting Inc. reported its second-quarter 2025 earnings, surpassing market expectations with an earnings per share (EPS) of $2.13 against a forecast of $1.90, marking a 12.11% surprise. The company’s revenue reached $943.7 million, slightly above the anticipated $912.2 million, resulting in a 3.45% revenue surprise. Following the announcement, FTI’s stock price rose by 4.6% in pre-market trading, reflecting investor confidence in the company’s performance. According to InvestingPro data, FTI maintains a "GOOD" Financial Health score, with particularly strong metrics in profitability and cash flow management. The stock currently trades near its Fair Value, suggesting balanced market pricing.

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Key Takeaways

• FTI Consulting’s EPS exceeded forecasts by 12.11%.
• Revenue also surpassed expectations, reaching $943.7 million.
• The company’s stock increased by 4.6% in pre-market trading.
• Continued investment in cybersecurity and financial services.
• Anticipated challenges in M&A and economic consulting.

Company Performance

FTI Consulting demonstrated resilience in the face of challenging market conditions, particularly in M&A-related services and antitrust enforcement. Despite a slight decline in revenues from the previous year, the company maintained strong performance in restructuring, financial services, and cybersecurity. FTI’s diverse portfolio and strategic investments in talent and innovation have positioned it well against competitors.

Financial Highlights

• Revenue: $943.7 million, a slight decrease from $949.2 million YoY.
• Earnings per share: $2.13, down from $2.34 YoY.
• Net Income: $71.7 million, compared to $83.9 million YoY.
• Adjusted EBITDA: $111.6 million, representing 11.8% of revenue.

Earnings vs. Forecast

FTI Consulting’s actual EPS of $2.13 exceeded the forecast of $1.90, resulting in a significant 12.11% surprise. The revenue of $943.7 million also surpassed expectations by 3.45%. This marks a positive deviation from previous quarters where the company faced tighter margins and market challenges.

Market Reaction

Following the earnings release, FTI’s stock rose by 4.6% in pre-market trading, reaching $171.52. This movement is a positive indicator compared to its 52-week range, with the stock previously fluctuating between $151.75 and $243.6. The market reacted favorably to the earnings beat and revenue surprise, reflecting investor optimism. InvestingPro data shows FTI maintains remarkably low price volatility with a beta of 0.18, making it an potentially attractive option for risk-conscious investors.

Outlook & Guidance

FTI Consulting has set its full-year revenue guidance between $3.660 billion and $3.760 billion, with adjusted EPS expected to range from $7.80 to $8.40. The company anticipates gradual improvements in M&A services and continues to focus on expanding its global presence and talent acquisition.

Executive Commentary

CEO Steve Gumby emphasized the company’s resilience, stating, "We are having a solid year in the face of some unbelievable sets of headwinds." CFO Ajay Soverbal highlighted the company’s financial strategy, noting, "Leverage is an outcome, not a target," underscoring FTI’s strong financial positioning.

Risks and Challenges

• Market volatility in M&A and regulatory environments.
• Pressure on economic consulting margins.
• Potential global economic downturns impacting client demand.
• Competition from other consulting firms.
• Talent acquisition and retention in a competitive job market.

Q&A

During the earnings call, analysts inquired about FTI’s strategy in transformation and regulatory impacts across different practice areas. The company addressed concerns regarding margin pressures in its technology segment and outlined its recruitment strategy for economic consulting talent.

Full transcript - FTI Consulting Inc (FCN) Q2 2025:

Conference Operator: Welcome to the FTI Consulting Second Quarter twenty twenty five Earnings Conference Call. All participants will be in listen only mode. After today’s presentation, there will be an opportunity to ask questions. Please note, today’s event is being recorded. I would now like to turn the conference over to Molly Hawkes, Head of Investor Relations.

Please go ahead.

Molly Hawkes, Head of Investor Relations, FTI Consulting: Good morning. Welcome to the FTI Consulting conference call to discuss the company’s second quarter twenty twenty five earnings results as reported this morning. Management will begin with formal remarks, after which they will take your questions. Before we begin, I would like to remind everyone that this conference call may include forward looking statements within the meaning of the Private Securities Litigation Reform Act, including the company’s outlook and expectations for the full year 2025 based on management’s current beliefs and expectations. These forward looking statements involve many risks and uncertainties, assumptions and estimates, and other factors that could cause actual results to differ materially from such statements.

For a discussion of risks and other factors that may cause actual results or events to differ from those contemplated by forward looking statements, investors should review the Safe Harbor statement in the earnings press release issued this morning, a copy of which is available on our website at www.fticonsulting.com, as well as other disclosures under the headings of Risk Factors and Forward Looking Information in our annual report on Form 10 ks for the year ended 12/31/2024, our quarterly reports on Form 10 Q and in our other filings with the SEC. Investors are cautioned not to place undue reliance on any forward looking statements, which speak only as of the date of this earnings call and will not be updated. STI Consulting assumes no obligation to update these forward looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. During the call, we will discuss certain non GAAP financial measures, a discussion of any non GAAP financial measures addressed on this call and reconciliations to the most directly comparable GAAP measures are included in the press release and the accompanying financial tables that we issued this morning. Lastly, there are two items that have been posted to the Investor Relations section of our website for your reference.

These include a quarterly earnings presentation, an Excel and a PDF of our historical financial and operating data, which have been updated to include our second quarter twenty twenty five results. With these formalities out of the way, I’m joined today by Steve Gumby, our CEO and Chairman and Ajay Soverbal, our Chief Financial Officer. At this time, I’ll turn the call over to our CEO and Chairman, Steve Gumby.

Steve Gumby, CEO and Chairman, FTI Consulting: Thank you, Molly. Welcome everyone and thank you all for joining us today. As I assume some of you have seen this morning already, we reported strong second quarter results today. In that regard, I thought it might be interesting to bring our mind back. You might remember that when we talked about the outlook for this year, we talked about 2025 being a challenging year.

And if you remember, we cited a fair number of potential reasons. First, we were cycling a really strong first half of twenty twenty four. Second and probably more important, we had slowed revenue momentum coming into 2025. Third, we were facing disruption in our Compass Lexicon business. Fourth, although at the end of last year, the market was forecasting an M and A boom in 2025, a boom of that would of course benefit in a number of our businesses.

By the early part of the year, the market had suspended those expectations. Fifth, while FLC was soaring, it was facing uncertainty due to potentially changed regulatory environment. And sixth, the good thing, we were continuing to find great talent to invest in, which of course is a fabulous thing for the medium and long term, but typically is a drag on the P and L in the short term. So when we added all of that up, it led us to give the weakest guidance that I think we’ve ever provided during my tenure with a 1% revenue growth at the midpoint of the guidance and the possibility within the range that we forecasted of a down year in adjusted earnings per share for the first time in many, many years. So given that backdrop, where are we halfway through the year?

I find that question interesting. First, most of those negative things have come true. And actually, the negative impacts in econ and tech have been even larger than we expected. And yet, results we’ve been delivering have been solid, as are our best estimates for the prospects for the rest of the year. So how is that possible?

And what does that mean? To me that juxtaposition. The juxtaposition of the headwinds we have faced with the results we are able to deliver to me is a powerful illustration yet again of just how strong this company actually is. Just how resilient. We are a powerful enough company to actually be weathering as formidable a set of headwinds as I’ve ever seen for this company.

Not weathering them perfectly, but weathering them pretty damn well. Let me say a few words on the various businesses, starting with the businesses that had the most financial challenges this year and then moving on to some of the businesses that have had strong financial performance. I’m sure you noticed that tech has had some financial challenges this year. Let me bring your mind back. I think as you know, our tech business has been soaring prior to this year with I think the fastest organic growth of any of our major competitors for the past five or so years.

That tech team is focused on the toughest, most complicated jobs. They work particularly at the leading law firm on jobs that require processing massive amounts of data, some of them very complicated emerging forms of data and processing it fast, figuring out with the attorneys what it all means. As a consequence of those capabilities, tech has become a great business with a great team and has had a great run. This year, the market has been hit because of the shortage of major deals and because a number of major deals got waved through versus requiring second requests. Given our strength in second requests, which if you don’t know, second request refers to the additional demand for information for merger clearance.

Given our strength in second request, that change in policy has hit us probably at least as hard as anyone else. And important, we don’t expect those headwinds to go away immediately. So in addition to a not great first half of the year, we are not forecasting a great second half of the year for this business. Having said that, none of that challenges the underlying strength of this business. The ability to juggle intense situations, figure out how to deal with emerging data, leverage new technology, nor does it undermine the incredible capability of our people, nor the trust that the leading law firms and the leading corporations have in our people and our capabilities.

My experience, in fact, is that in slow markets over any extended period of time, they tend to favor and benefit people like us, the most capable competitors. In my experience in markets like this weaker competitors will be forced to cut corners, either cut corners with respect to their people or their work. And that creates real opportunity for the strongest competitor. So while this year is clearly a very tough year for them, it has in no way changed my conviction about the strength of this business, the strength of the team, and where this business will get to over time. Let me switch to the other business that has economic challenges this year.

Our Compass Lexicon business’s adjusted EBITDA will be hit substantially this year. But it, of course, remains an enormously capable organization. It remains the leading group of economists in the world. And the strong leadership team of at Compass Lexicon and its reputation has meant we’ve been able to attract terrific additional folks into this organization this year, academics with unbelievable backgrounds and leading professionals. So we can’t game say the financial hit that we will take this year.

And I would not want to suggest that the rebound from that financial hit will be immediate. But the Compass Lexicon team and I see the people who are here, The terrific people in Chicago, who I spent a lot of time with last week. People on the West Coast, on the East Coast, in EMEA and Asia, together with the great folks who have joined recently as the foundation of the next generation of success for this great institution that has been a leader for a long time. The next generation of insightful work and the next generation of success for the best economic team in the business. So we do see a major hit to the economics of this business this year.

We do not see a permanent hit. Let me turn to some of the businesses that have been major contributors to our financials this year. FLC, as you know, like in every business we have had over the years, a number of quarters where this business underperformed its potential. Just remember back to COVID, we’re coming out of COVID. But we have always believed in the FLC’s team, the FLC team and the powerful group of capabilities within that team, even when it wasn’t showing up in the P and L.

And the team there has been creative and insightful in investing in places where we have conviction about where we can be the leaders on the most important client matters, whether it’s in risk and investigation, cyber security, financial services, construction solutions, or in some of the underlying capabilities like data and analytics. The result of that commitment has shown up powerfully in the last few quarters with us winning some of the most major jobs in the market, even in the face of the headwinds. As a consequence this year, even with the regulatory headwinds, we have had so far a record first half of the year by far for FLC. And though one can always speculate that the regulatory headwinds could intensify and therefore slower momentum a bit as the year goes on, I remain incredibly enthused by what I see as enormous potential for this terrific group of people going forward. Corp Fin is of course our largest and most multifaceted business and therefore the most difficult to summarize briefly.

And the sub businesses have macro drivers that never cut all the way the same way for each of the sub businesses. But when you cut through it, what we have found that is we continue to support each of the sub businesses independent of a given quarter’s current macroeconomic factors. We continue to track and develop great people even if we’re in a down cycle for those businesses. What it means is although those sub businesses can and are occasionally down for a period and they surely have zigzags, overall it adds up to a upward sloping line, a powerful, powerful upward sloping line. Let me give you just a couple of examples of the many actions we took in slow periods that are contributing to Corbin’s success this year.

Our transaction businesses like all transaction businesses have volatility they get out bad quarters. But the team there noticed there that we were gaining share even during those bad quarter. And they were gratified by the fact that the private equity market began to appreciate the quality of our offerings and was starting to ask us if we could help in further areas. Key adjacencies, not just financial due diligence, but adjacencies like merger integration, carve outs, tax structure, human capital, strategic due diligence, stratcom and more. And so the team continued to invest in those areas during the good quarters, but also during some of the quarters when the deal market was down.

And those investments of course cost us money. But that commitment in turn helped us further develop and gain share in specific areas as well as develop deeper relationships with those core clients. As a consequence this year and a year when there aren’t that many transactions in the market and the ones we are helping, we are helping in a much broader way. So in a down market, we

Unnamed Speaker: are up.

Steve Gumby, CEO and Chairman, FTI Consulting: Similarly, our team has not sat still with the market that many consider our most mature market, which is core restructuring. Not only have we dramatically grown our businesses overseas, but we have continued to invest ad capabilities in The US and around the world, for example, from an industry perspective. Example, a few years ago, we weren’t winning any major work in the airlines industry. Today, have a tremendous share of the airlines work in The US and around the world. It is these sorts of moves in transactions and core restructuring, but also a whole lot of other places that have allowed our Corp Fin business to shine, not only this year, but over now many years.

It of course has had its ups and downs, but its relentless focus on making the right bets has allowed it to more than triple the revenue and more than quadruple the adjusted EBITDA of ten or so years ago. And in my view, the Corp Fin Success book had many, many chapters left. Finally, but not least, Stratcom’s willingness to invest in key areas like cybersecurity response, public affairs, crisis communications, even through the slow quarters that it’s faced over the last couple of years is why Stratcom today is helping the company carry the company’s financial load, while at the same time continuing to build its brand. I think it’s up something like 14% in revenue and like over 30% in adjusted EBITDA this year. Stepping back, this year overall, of course, is not the sort of growth year that I aspire to.

It is not the sort of growth year we’ve delivered many more times than not over the last while. But in the face of by far the most significant headwinds I have seen in the eleven years I’ve been here, we are nevertheless able to deliver a solid year. We are having a solid year not only while fighting off the headwinds, but while reinvesting in our terrific Compass Lexicon business, supporting our tech businesses, as well as investing in terrific opportunities in Corp. Penn, FLC, and by the way, our other econ businesses, which by the way, doing incredibly well this year. And investing in Stratcom and in EMEA and in Asia and Australia and LatAm and yes also in the supposedly mature U.

S. We have been able to do that because of the success of the previous generations of investments that are now allowing us to win the biggest airline jobs or cyber jobs or investigations or mergers or bankruptcy and doing so in many more parts of the globe than ever before. So yes, the growth we’re seeing this year is obviously not what I aspire to or what we aspire to and not, of course, what we’ve delivered in recent years. But in some strange way, this year is turning out for me to be an incredible positive reinforcement of my conviction in the power of this company, the future of this company. If we can have this solid a year in the face of all the headwinds we face this year while at the same time reinvesting the businesses that we believe in?

Doesn’t that speak to amazing strength of an institution, our relevance in the market, the quality of the group of professionals we have, the impact we’re having with our clients, our overall incredible resilience. In a powerful way, probably more for me than if we had yet another year of double digit growth, This year underscores the tremendous potential of this company going forward. I so look forward to working with each of you over the next while to deliver on that potential. With that, let me turn the call over to Ajay to take you through the details of the quarter.

Ajay Soverbal, Chief Financial Officer, FTI Consulting: Ajay? Thank you, Steve. Good morning, everybody. In my prepared remarks, I will take you through our company wide and segment results and discuss guidance for the full year. Beginning with the second quarter results, we reported strong overall performance driven by our diverse business segments and the depth of our expertise.

Despite headwinds in our technology and economics consulting segments, we reported nearly similar revenue and adjusted EBITDA compared to the prior year quarter.

Steve Gumby, CEO and Chairman, FTI Consulting: Sorry. Which you might recollect. Sorry. That was not Ajay. That was Steve spilling coffee all over the table.

Ajay, take

Ajay Soverbal, Chief Financial Officer, FTI Consulting: a minute. Okay. Alright. Thanks. We reported nearly similar revenue and adjusted EBITDA compared to the prior year quarter, which you might recollect was an all time record quarter for revenue and adjusted EBITDA.

Notably, in corporate finance and restructuring and strategic communication, we set new records for revenues and adjusted EBITDA this quarter. And in forensic and litigation consulting or SLC, we continue to perform remarkably well despite regulatory changes and related uncertainty. Turning to our second quarter twenty twenty five results in more detail. Revenues of $943,700,000 compared to $949,200,000 in the prior year quarter. Sequentially, revenues increased $45,400,000 or 5.1% compared to $898,300,000 in q one of twenty twenty five.

Earnings per share of $2.13 compared to $2.34 in the prior year quarter and $1.74 in Q1 of twenty twenty five. EPS increased sequentially, primarily because we had a $0.55 special charge related to employee reduction actions in Q1. Net income of $71,700,000 compared to $83,900,000 in the prior year quarter. The decrease in net income was primarily due to lower revenue, an increase in direct costs, which includes higher forgivable loan amortization, an FX remeasurement loss compared to a gain in the prior year quarter, and a higher effective tax rate, which was partially offset by lower SG and A. SG and A expenses of $202,200,000 or 21.4% of revenues compared to SG and A of $206,200,000 or 21.7% of revenues in the prior year quarter.

The decrease in SG and A was primarily due to lower bad debt. Notably, in q two, SG and A was up $17,900,000 compared to q one, because as expected, legal settlements we had in q one did not recur. Adjusted EBITDA of $111,600,000 or 11.8% of revenue compared to $115,900,000 or 12.2% of revenues in the prior year quarter. Our second quarter effective tax rate of 22% compared to 18.2% in the prior year quarter. The prior year prior quarter tax rate was lower because of large option exercises in q two of last year and the resulting discrete tax adjustment.

For the full year of 2025, we now expect our effective tax rate to be between 2224%. Weighted average shares outstanding or VESO for Q2 of 33,600,000.0 shares compared to 35,800,000.0 shares in the prior year quarter, driven primarily by the repurchase of 3,300,000.0 shares in the first half of the year. Billable headcount decreased by a 126 professionals or 2% compared to the prior year quarter, driven by approximately 8% declines in each of our economic consulting and strategic communication segment, partially offset by growth in forensic and litigation consulting or FLT and corporate finance and restructuring. Sequentially, billable headcount decreased by a 187 professionals or 2.9% with declines across all segments. For us, voluntary attrition is typically higher in q two.

Additionally, some of the impacted employees from our previously discussed q one headcount actions departed during q two. Of note, in the second half of the year, we expect to welcome approximately 320 graduates from university. Now I will share some insights at the segment level. In corporate finance and restructuring, record revenue of $379,200,000 increased 9%. The increase in revenues was primarily due to increased demand for restructuring and transaction services and higher realized bill rate, which was partially offset by lower demand for transformation and strategy services.

Record adjusted segment EBITDA of $81,700,000 or 21.5% of segment revenue, compared to $66,500,000 or 19.1 percent of segment revenues in the prior year quarter. The increase in adjusted segment EBITDA was primarily due to higher revenue, which was partially offset by an increase in compensation. In the second quarter, restructuring represented 49%, transformation and strategy represented 26%, and transactions represented 25% of segment revenue. This compares to a split of 43% for restructuring, 32% for transformation and strategy, and 25% for transactions in the prior year quarter. Year over year, restructuring revenues grew 25%, and transactions revenues grew 10, while transformation and strategy revenues declined 13%.

Sequentially, corporate finance and restructuring revenues increased $35,600,000 or 10.4%, primarily due to an 18% increase in restructuring revenues and a 12% increase in transactions revenue, which was partially offset by a 3% decline in transformation and strategy revenue. Adjusted segment EBITDA increased $25,700,000 sequentially, primarily due to higher revenues and lower SG and A, which was partially offset by an increase in compensation. Turning to FLC. Revenues of a $186,500,000 increased 10%. The increase in revenues was primarily due to higher realized bill rate for risk and investigation, data and analytics, and construction solution.

Of the increase in revenues and risk and investigation, we saw particularly strong growth in our financial services and cybersecurity practices. Adjusted segment EBITDA of $31,200,000 or 16.7% of segment revenues compared to $15,000,000 or 8.8% of segment revenues in the prior year quarter. The increase in adjusted segment EBITDA was primarily due to higher revenue. Sequentially, FLC revenues decreased $4,100,000 or 2.1%, primarily due to lower risk and investigations revenues, which was partially offset by an increase in construction solutions revenue. Adjusted segment EBITDA decreased $6,300,000 sequentially, primarily due to lower revenues and higher compensation.

Of note, we have seen a slowdown in Foreign Corrupt Practices Act or FCPA cases and monitorship, as a result of the changing regulatory posture at the DOJ and the SEC in The United States. Despite the reduced enforcement at the federal level, we are continuing to see strong performance in our financial services vertical, driven by continuing anti money laundering related work and a pickup in regulatory scrutiny at the state level. Moreover, we continue to work with our clients who remain focused on internal controls and compliance regardless of changes in regulatory oversight. Our economic consulting segment’s revenues of 191,700,000 decreased 17%. Excluding FX, revenues decreased 19%.

The decrease in revenues was primarily due to lower demand for M and A related antitrust and non M and A related antitrust services, which was partially offset by higher realized bill rates for M and A related antitrust services and higher demand for financial economic services. Adjusted segment EBITDA of $14,200,000 or 7.4% of segment revenues, compared to $44,300,000 or 19.2% of segment revenues in the prior year quarter. The decrease in adjusted segment EBITDA was primarily due to lower revenues and an increase in forgivable loan amortization, which was partially offset by a decrease in compensation, which included a 7.9% decline in billable headcount. As you may recollect, our segment EBITDA in Q2 of last year was outsized due in part to the reversal of deferred revenue from a large client, which benefited adjusted segment EBITDA by approximately $8,500,000 in q two of twenty twenty four. Sequentially, economic consulting revenues increased $11,800,000 or 6.6 percent, primarily due to higher realized bill rates as well as higher demand for financial economic services, which was partially offset by lower demand for non M and A related antitrust services.

Adjusted segment EBITDA was flat, as the increase in revenues was offset by higher compensation, including higher forgivable loan amortization. We issued a $162,000,000 in forgivable loans to existing and new employees and affiliates, net of repayments in q one of this year, and $72,000,000 in q two of this year, mostly in our economic consulting segment. Our givable loan amortization generally ranges from three to six years. In technology, revenues of $83,600,000 decreased by 27.9%. Excluding FX, revenues decreased 28.9%.

The decrease in revenues was due to lower demand for M and A related second request services. Adjusted segment EBITDA of $5,300,000 or 6.3% of segment revenues compared to $20,900,000 or 18.1% of segment revenues in the prior year quarter. The decrease in adjusted segment EBITDA was primarily due to lower revenues, which was partially offset by a decrease in compensation, which included lower as needed consultant costs, largely related to the decline in second request volume, as well as lower SG and A. Sequentially, technology revenues decreased $13,600,000 or 14% due to lower demand for M and A related second request services. Adjusted segment EBITDA decreased by $6,300,000 primarily due to lower revenues, which was partially offset by lower compensation and SG and A.

As Steve discussed, we have had numerous second request engagement paused or canceled altogether, given the shifts in regulatory posture. In strategic communication, record revenues of a $102,700,000 increased 20.8%. Excluding FX, revenues increased 18.6%, primarily due to an $8,400,000 increase in pass through revenues and higher demand for corporate reputation and financial communication services. In corporate reputation, we are supporting our clients with critical crisis communications and cybersecurity issues. Record adjusted segment EBITDA of $18,500,000 or 18% of segment revenue, compared to $11,600,000 or 13.7% of segment revenues in the prior year quarter.

The increase in adjusted segment EBITDA was primarily due to higher revenue, which was partially offset by higher pass through expenses and an increase in compensation. Sequentially, strategic communications revenues increased $15,600,000 or 18%, which includes a $5,700,000 increase in pass through revenues and higher corporate reputation and public affairs revenue. Adjusted segment EBITDA increased by $5,600,000 primarily due to higher revenues, which was partially offset by higher pass through expenses and an increase in compensation and SG and A. Let me now discuss key cash flow and balance sheet item. Net cash provided by operating activities of $55,700,000 compared to $135,200,000 for the second quarter of twenty twenty four.

The year over year 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 an increase in cash collection. During the quarter, we repurchased 2,192,000.000 shares at an average price per share of a $161.88 for a total cost of $354,900,000. In the first half of twenty twenty five, we repurchased 3,331,900.0000 shares at an average price per share of a $162.99 for a total cost of $541,000,000. As of 06/30/2025, approximately $309,300,000 remained available under our stock repurchase authorization. Free cash flow of $38,300,000 in the quarter compared to $125,200,000 for the prior year quarter.

The decrease is primarily due to lower net cash provided by operating activities and an increase in cash used for purchases of property and equipment. Total debt, net of cash, of $317,200,000 on 06/30/2025, compared to negative $166,400,000 on 06/30/2024, and $8,900,000 at 03/31/2025. The sequential increase in total debt net of cash was primarily due to share repurchases and forgivable loan issuances. Turning to guidance. Given that we now have two quarters under our belt, we are narrowing our guidance by modestly reducing the upper end of our revenue and adjusted EPS ranges for the year.

We now estimate revenues will range between $3,660,000,000 and $3,760,000,000 which compares to the prior range of between $3,660,000,000 and $3,810,000,000 We now estimate EPS will range between $7.24 and $7.84. And adjusted EPS will range between $7.80 and $8.40, which compares to the prior range of $7.8 and $8.6 The variance between EPS and adjusted EPS guidance is related to the 2025 special charge. Our guidance is based on several key assumptions, including, first, our technology segment has been more negatively impacted by the slowdown in M and A, and perhaps more so by the change in regulatory scrutiny than we expected, particularly compared to the record M and A related revenues and large jobs we had in 2024. For the balance of the year, we expect a gradual improvement in demand for M and A related services in technology, and we are seeing activity supporting this expectation with a number of new engagement, but we do not expect to see near the level of volume or size of cases we benefited from in 2024. Second, in economic consulting, we have also been more negatively impacted by shifts in antitrust enforcement, especially in EMEA.

In addition, we have been successful in attracting even more academic affiliate and senior professionals than we anticipated, which negatively impacts the P and L in the short term. Our guidance assumes that our adjusted segment EBITDA in economic consulting will reach a low point over the next few months. Third, we are entering the second half of the year with good momentum we had in q two in many practices, including restructuring in corporate finance, financial services and cybersecurity in FLC, and in strategic communication. Offsetting this somewhat is continuing weakness in transformation and strategy in corporate finance. Four, we expect q four adjusted EPS to be lower than each of q two and q three adjusted EPS, primarily because we expect our practitioners and clients to take vacation.

There is variability in this, and there have been years where Q4 adjusted EPS has exceeded Q2, and even on occasion, Q3. Even including these exceptions, when Q4 has exceeded Q2 or Q3, over the last seven years, on average, our Q4 adjusted EPS was 13% below Q2 and 22% below Q3 adjusted EPS. Finally, I must point out that our assumptions define a midpoint and a range of guidance around such midpoint, which I characterize as our current best judgment. Often, we find actual results are beyond such range because ours is largely a fixed cost business in the short term, and small variations in revenue may have an outsized impact on income. Before I close, I want to emphasize a few key themes that I believe underscore the attractiveness of our company.

Unnamed Speaker: First,

Ajay Soverbal, Chief Financial Officer, FTI Consulting: our diverse portfolio of businesses is uniquely resilient, which can allow us to grow not only regardless of business cycle, but also when any one of our businesses is facing unique headwind, such as we have experienced in economic consulting and technology this year. Second, we are underlevered and have deep flexibility to deploy capital to boost shareholder value as we have done this year. Third, we are seeing more investment opportunities now than ever before globally. As Steve said, we are determined to continue to invest in great talent. Fourth, our management team is focused on both growth and profitability, as demonstrated by the cost actions we took earlier in the year, along with a relentless focus on hiring strong talent when it is available while boosting utilization and rates.

With that, let’s open the call up for your questions.

Conference Operator: Thank you. We will now begin the question and answer session. To ask a question, you may press star then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. Today’s first question comes from Andrew Nicholas with William Blair.

Please go ahead.

Unnamed Speaker: Hi, good morning. Thanks for taking my question. Maybe I’ll start with economic consulting and the divergence that we’re seeing relative to the technology segment. Could you flesh that out a little bit? I mean, it looks like sequentially economic consulting was actually quite strong.

I think with Peck, you mentioned some paused or canceled second request. So is that just non M and A driven strength? Or are there some onetime items in revenue and economic consulting in the second quarter you don’t expect to persist through the back half of the year? Just some additional color there would be great.

Ajay Soverbal, Chief Financial Officer, FTI Consulting: That you answered the question in your question. It is non M and A related activity. And then And maybe just

Unnamed Speaker: sticking with economic consulting, you talked a lot about recruiting and your success bringing in new professionals. For professionals that are maybe more academically oriented historically, can you talk a little bit about when you’d have a better sense for their commercial capability? Is that something that you already have a ton of confidence in? What the timeline would be for kind of getting a sense of those new professionals in terms of replacing some of the departures?

Steve Gumby, CEO and Chairman, FTI Consulting: Yeah, it’s a good question Andrew. This is Steve. Look, let’s be clear, this is something we’ve done for a long time. The origins of this company are academics, mean the origins of this company is as academics come up with new insights into markets, they wrote that in academic journals and then what the courts found it was persuasive and so then the lawyers asked those academics to come testify because the courts found them pretty persuasive. And so this is the origins of our Compass Lexicon business.

The head of our Compass Lexicon business, the former Dean of the University of Chicago Law School. So this is the origins of our company and we’ve always had academic affiliates be major contributors to the business. Occasionally they have been so busy that they decided to give up their academic career and come in full time for us. But basically that’s the origins of our business. What you end up is a mixture of people who you know have been testifying for a while and who are you know actively trying to juggle their teaching loads and their research and immense amounts of testifying experience.

And then you have new people who are like some people we just hired, I think Dan would say are potential future Nobel Prize winners who haven’t testified very much. Dennis Carlton, who’s the leading IO person in the world remembers when he was junior and Richard Posner put his arm around him and said, yeah, you can’t that’s way too complicated for a jury to understand and put his arm around him and said, your points are important but you have to figure out how to communicate that in a different way and coach them. So it’s a range. The 20 or so people we fired in the first half of this year, I think Dan would say we have a range from really experienced testifiers and people who have currently big books of business, a few people, not too many of those, to people who have some experience testifying who are probably going to grow their book of business, to people who are much more in the early stages. To your question of how long, I suspect a year from now we’ll have a better sense of how this is all unfolding, but it doesn’t not in the next month or two.

But does that help a little bit, Andrew?

Unnamed Speaker: No, that’s great. Really, really good color and helps me better understand it. So I appreciate that. And then if I could transition just maybe one more question on the restructuring environment. I think you said 25% growth year over year.

I think that’s a record quarter for the bankruptcy restructuring practice. So could you just kind of talk about what’s driving that? Is there any big engagements that are making that especially strong? Or if it is maybe like some of the high level data we’ve seen also a function of you know, tailwinds from the macro? Thank you.

Ajay Soverbal, Chief Financial Officer, FTI Consulting: So Andrew, we’re delighted by that performance. And you read that phrase exactly right. And it comes more than anything else, it comes from, you know, the best restructuring professionals in the world, not just in The United States, but in The UK, Germany, in Hong Kong, in Australia. I mean, we are the leading technology restructuring practice. Latin America as well.

Latin America. So that’s that’s the main point. I’m gonna give you some details, but I don’t want you to lose that. In terms of the details, look, last time, I remember I talked about tariffs. Right?

So there’s been some matters from tariffs, you know, if you have 60% of your cost of goods sold coming from overseas and you get a 20% rise in the cost and you’re over levered to begin with, you’re in trouble. So there’s some of that. The other much bigger element is LME cases. Remember that old liability management exercises? Well, a whole bunch of them have come back for a second round of bankruptcy.

And that is, even though, you know, spreads are tight and you would argue that, well, why is restructuring strong? There is a huge amount of LME and even prior to LME, you know, liquidity that was in the market, and not all of those companies are going to turn around with the time that they were given with the LME exercises. So we are even seeing matters that had LME happen in the fourth quarter of twenty twenty four. So that’s the second piece. And the third piece is we are, you know, we have built a lot of vertical lines of expertise, which is giving us a lot more of company side work.

That proportion has gone up a lot, and those matters start earlier and usually have longer, you know, long that take longer and have larger feeds. We’re absolutely delighted.

Unnamed Speaker: Great. Thanks so much. Thank you, Andrew.

Conference Operator: And our next question today comes from Tony Sommer with Truist. Please go ahead.

Unnamed Speaker: I was wondering if you could comment on your hiring of senior professionals year to date and maybe I don’t know if the forecast, but would you expect to continue the same pace of senior consultant hiring and growth through the end of the year?

Steve Gumby, CEO and Chairman, FTI Consulting: Good morning, Tobey. Thanks for asking. Look, I think our the numbers say that we hired more senior professionals so far this year than we have ever hired in the first half of the year. Now I always find that a little funny because I always think of some of the people we say we hired this year, I think of us hiring middle of end of last year. So some of this is when they show up because if they go on, we hire them in the middle end of the next year, but they are on garden leave for six months, we don’t actually show them and announce them until they’re here.

Okay, so I think last year I was telling you about how the phone was reading off the hook and we’re having all those conversations. Not all those people showed up last year. They show up this year and they show up in the first half of the year. But it’s a terrific thing. And look, I would say, you never know.

What we are is hiring when great people are available. And if great people you if great if you don’t know like remember last year PwC had all sorts of trouble in Australia and all of a sudden we got, I don’t know what it is, seven or nine partners and probably be 60 or 70 staff by it’s all told. That wasn’t foretold, but when you find that the quality of the people that are available and you think they really fit in with the culture, you jump on those opportunities. And Australia is having another set of opportunities now because of disruptions for competitors. So if there is further disruption in competitors, we will hire at least as fast as this is.

If there’s not, it’ll slow down. But it’s really more supply side driven. Does that make sense?

Ajay Soverbal, Chief Financial Officer, FTI Consulting: It does.

Unnamed Speaker: From an overall US regulatory perspective,

Steve Gumby, CEO and Chairman, FTI Consulting: what do

Unnamed Speaker: you is it a net positive or net negative? But I understand there are lot of discrete elements, whether it’s FCPA, second request, but then you mentioned state stepping in. How do you think that nets out? Thanks.

Steve Gumby, CEO and Chairman, FTI Consulting: I We have lots of debates about that. I mean, we have clarity on sub practices, which way it cuts. How it all cuts overall is very hard to say. Don’t have a good answer for that. I mean, clearly regulatory are potentially affecting negatively our FLC business, but and they clearly are affecting our tech and e com businesses, right, in a negative way.

But some macro factors are and some regulatory changes like tariffs and so forth have helped generate revenue for our Corp Fin business. If I had to guess, I would have said it’s more headwinds overall this year than it is tailwinds, is what I would guess. But it’s hard to nitpick price on it. Do you agree with that, Matthew?

Ajay Soverbal, Chief Financial Officer, FTI Consulting: I don’t know where exactly, precisely for the reasons you mentioned. But our our practitioners, I mean, the FLC is remarkable. The pundits would have guessed, we guessed in our forecast that, you know, there is if monitor ships go away, then their business would go away. But performance is the opposite.

Steve Gumby, CEO and Chairman, FTI Consulting: And and But that is us. That’s not the market. The market’s not giving us Right. Our guys are our folks are getting that. Right?

So we did that at

Unnamed Speaker: least a little. Yeah. Yeah. That color is helpful. You mentioned the low points of economics may happen in the next few Is that around revenue, margin, all the above?

Steve Gumby, CEO and Chairman, FTI Consulting: Toby, there’s some background noise. Can you just say that again? I couldn’t understand the question.

Unnamed Speaker: Yeah. Sorry. I’m just saying, for the e com business, you said it would bottom in the next few months. Is that revenue, EBITDA, or EBITDA margin coming?

Ajay Soverbal, Chief Financial Officer, FTI Consulting: Yeah. So the comment was on EBITDA. So let let me explain it. So there’s, you know, simply put, there’s cost and there’s revenue. Right?

So on the cost side, we’ve I told you how much we gave in forgivable loans in q one, how much we gave in forgivable loans in q two, we talked about the amortization. In q two, our direct costs went up a lot because of that forgivable loan amortization, which is laid out in clarity in our 10 Q. So if the volume of such forgivable loans starts falling, which it has, Q two is lower than Q one, I expect Q three to be much, much lower than Q two, then such amortization will go up a little bit, but not as much as it went up from Q2 to Q1. So I see the costs, you know, as I said, low point, that means it’s not low point in Q2, there’s a further low point in Q3 or Q4 some point. So there, but that will be the low point and beyond that, the cost should even up.

On the revenue side, we’ve taken quite the hit by the people that who have left and what have you, but we see it flattening out. We already see that in some of that in Q2, and I see that further in Q3 and Q4. Net of the two is EBITDA. I expect the low point and then gradual recovery.

Conference Operator: Thank

Steve Gumby, CEO and Chairman, FTI Consulting: you, Toby.

Conference Operator: Thank you. And our final question today comes from James Yarrow at Goldman Sachs. Please go ahead.

James Yarrow, Analyst, Goldman Sachs: Good morning and thanks for taking the questions. So the continued weakness in transformation strategy was interesting to me. Could you just, dig in perhaps a little bit more on the drivers as you look at right now and as you look ahead? And then perhaps your views on what would cause this to to turn around.

Ajay Soverbal, Chief Financial Officer, FTI Consulting: Thank you, James. Good question. So first, several things to think about. First, look, we are comparing with a prior year first half that was huge. So the year over year comparison is what we are, you know, fighting up against, but I just want to, just to be fair to that group, that’s what we’re good.

Success has sometimes its pitfalls, so that year over year comparison is one. But you’re right, it’s sequentially weak as well, and and the weakness is across the board geographically, but more so overseas, especially more so in The Middle East, where perhaps with the oil price decline, folks have gotten a little bit more focused on consulting spend, that’s not just unique to us, it’s for the entire space. And then going further, we’re doing more matters, which are, you know, the cost takeout matters, where there’s a success fee at the end. So our folks are actually doing great work in that area where, you know, not all of the revenue shows up because you you you’re gonna get a success fee, and that’s becoming a larger portion of our business. And then the final point I’d make there is a lot of our transformation people at the junior levels are somewhat fungible.

They also help in transactions and restructuring, and what have you. So it’s a great team, and we’re getting lots of opportunities to add to it.

James Yarrow, Analyst, Goldman Sachs: Very clear. So I think you added something like $310,000,000 of debt this quarter, and and you alluded to substantial capacity to potentially add more leverage. Could you just perhaps provide some color on the way you think about that capacity? And you know, is there a maximum level? Is there a ratio we should be thinking about for for measuring that the the amount of leverage that you could theoretically take on?

Ajay Soverbal, Chief Financial Officer, FTI Consulting: Sure. So on on a gross debt to EBITDA trailing twelve months, we’re 1.2 times. On a net debt rounding error. And that’s after buying back half a billion dollars of stock, issuing forgivable loans, paying bonuses in March and April, remember at the end of the year is when we get our big cash collections. So that’s point number one.

Our competitors are anywhere between six and eleven times levered, just by the way. So our relative capacity is enormous. Right? That’s number one. Number two, leverage is an outcome.

It is not a target. If we if the share if the share prices, you know, like you saw, we will have I’m not going to telegraph what we’re going to do next, but opportunistically, we can buy back a lot. Leverage is an outcome. If there’s acquisitions that we can buy at, you know, at the kind of filter we have, If there’s hiring that we continue to do of talented people, leverage is an outcome, not a target. I’m not gonna give a number.

James Yarrow, Analyst, Goldman Sachs: Great. Very helpful. Just one more on tech, which is tech EBITDA margin came in a bit lower and you talked about the trends in that business. But I guess, how should we think about the margin trajectory there given the weaker operating backdrop for that segment?

Steve Gumby, CEO and Chairman, FTI Consulting: I mean, look, strategically, this is clearly a tough year. And what happens is when there’s a slow year is everybody has capacity and the pricing in an industry that’s always tough and pricing just gets tougher. And so in not all of our jobs are totally price sensitive, but we’re not going to allow our core clients to get forced to a competitor if we need to match comp. And so I suspect and I don’t know how specific Ajay wants to get, I am not expecting great margins out of this business anytime in the rest of this year. Having said that, just want to be clear again, if you look at the industry structure, we are the leaders in the most complicated jobs.

We have to Ajay’s prior point about some of the competitors, most of our competitors are private equity owned and have a lot of them have 1.5 times sales of debt. To the last point, if we had one and onetwo times sales of debt, we would have 5 and onetwo billion dollars of debt, not oneten of that, which is what Ajay said at the peak of the year, oneten of that. I think we’re under a lot less pressure than our competitors. So I think this is a, you know, if this situation were to continue for a while, I think there’d a shakeout and we’d benefit from it. And if it doesn’t, but either way, the margins will come back, but I’m just not expecting it.

And I’m not putting pressure on that group to make them come back this year. Does that help?

James Yarrow, Analyst, Goldman Sachs: That’s super helpful. Last one for me just I know there’s been a lot of discussion around the econ consulting business, but I think you’d previously talked about a $35,000,000 plus hit to EBITDA. Is that still the right number or is it something larger or smaller?

Steve Gumby, CEO and Chairman, FTI Consulting: No, it’s larger. And I think I even last call hinted that it was already larger than that. Look, there’s been two things that have made that number larger. One is a good thing and one is not a good thing. The good thing is when we first gave you that number, we did not have any idea about the ability to attract the talent that we’ve had.

And that talent of course is a good thing but as Ajay has indicated, there’s a lot of forgivable loans and as prior question not everybody in that with those forgivable loans can bring business immediately and so there’s a lag on the returns on that, all right. So that’s the good thing but that added of course to the cost this year. The other surprise that is is unrelated to anything we knew at the time is just our the market, there’s been a market phenomenon particularly in EMEA. We have the best business by far in EMEA of any competitor and that has not been particularly affected by competitive disruptions. But our revenue is much lower than we expected it to be, it’s just some market stuff in EMEA and so that’s flowed through the bottom line.

So those two things have had an impact. Know, look, don’t know, Ajay probably won’t let me give you specific numbers, but I would say, I think we’re down, I don’t know, 25,000,000 and $30,000,000 versus last year. And I suspect if you annualize that delta, you probably wouldn’t be far off from the right number. I guess am I allowed to say that? That would

Ajay Soverbal, Chief Financial Officer, FTI Consulting: be within the range.

Steve Gumby, CEO and Chairman, FTI Consulting: Okay, all right. Does that help James?

James Yarrow, Analyst, Goldman Sachs: That’s incredibly helpful and thank you for taking all my questions.

Steve Gumby, CEO and Chairman, FTI Consulting: Now look, thank you to all of you for your time and support. I just want to come back to the theme I want to be clear. You know, we are having a solid year in the face of some unbelievable sets of headwinds, which to me is I like having wonderful years as opposed to solid years. We’re not down a remarkably huge amount. We are having a solid year.

To me, it just shows you the power of this institution. And I think we will continue to surprise people on where we take it over the next few years. Thank you for your support.

Conference Operator: Thank you. This concludes today’s conference call. We thank you all for attending today’s presentation. You may now disconnect your lines and have a wonderful day.

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