FTI Consulting FCN Q2 2025 Earnings Transcript

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DATE

Thursday, July 24, 2025 at 9:00 a.m. ET

CALL PARTICIPANTS

Chairman & Chief Executive Officer — Steven H. Gunby

Chief Financial Officer — Ajay Sabherwal

Managing Director, Investor Relations — Mollie Hawkes

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RISKS

Gunby stated, "most of those negative things have come true," including larger than expected negative impacts in the Economic Consulting and Technology segments.

Sabherwal indicated, According to FY2025 guidance, adjusted segment EBITDA in Economic Consulting is expected to reach a low point over the next few months, reflecting continued headwinds in the segment.

Technology segment revenue declined 27.9% in Q2 2025, with the business not expected to recover in the second half of the year due to persistent regulatory-driven headwinds reducing demand for second request services.

Sabherwal said, "Free cash flow of $38 million in the quarter compared to $125.2 million for the prior year quarter," citing lower net cash provided by operating activities and increased cash used for purchases of property and equipment.

TAKEAWAYS

Total Revenues: $943.7 million in Q2 2025, down 0.6% from $949.2 million in Q2 2024; Sequentially up 5.1% from $898.3 million in Q1 2025.

Reported EPS: $2.13 in Q2 2025, down from $2.34 in Q2 2024; Up from $1.74 in Q1 2025, Assisted by the absence of a 55¢ special charge related to Q1 2025 headcount actions.

Net Income: $71.7 million in Q2 2025, down from $83.9 million in Q2 2024 driven by lower revenue, increased direct costs, FX loss, and higher effective tax rate, partially offset by lower SG&A.

SG&A Expense: $202.2 million, representing 21.4% of revenue for Q2 2025; Lower than $206.2 million or 21.7% of revenue in Q2 2024, primarily due to reduced bad debt expense.

Adjusted EBITDA: The effective tax rate was 22% for Q2 2025, compared to 18.2% for Q2 2024, due to lower prior-year discrete adjustments.

Billable Headcount: Down 2% year-over-year in Q2 2025 compared to Q2 2024 (126 professionals), With an 8% year-over-year decline in Economic Consulting and Strategic Communications in Q2 2025, offset by growth in FLC and Corporate Finance; sequential decline of 2.9% (187 professionals).

Corporate Finance & Restructuring: Record revenue of $379.2 million, up 9% year-over-year in Q2 2025, Supported by 25% year-over-year growth in restructuring revenue and 10% year-over-year growth in transactions revenue in Q2 2025; Transformation and strategy revenue fell 13% year-over-year in Q2 2025.

Corporate Finance Segment Mix: In Q2 2025, the mix was 49% restructuring, 26% transformation and strategy, and 25% transactions—compared to 43%/32%/25% in Q2 2024, respectively. Sequentially, restructuring revenue was up 18%, transactions up 12%, and transformation and strategy down 3% in Q2 2025.

Corporate Finance Adjusted Segment EBITDA: $81.7 million (21.5% margin), up from $66.5 million (19.1%) last year, increase driven by revenue partially offset by higher compensation.

Forensic and Litigation Consulting (FLC): Revenue rose 10% to $186.5 million in Q2 2025, with strong growth in financial services and cybersecurity. Segment adjusted EBITDA was $31.2 million (16.7%) in Q2 2025, up from $15 million (8.8%) in Q2 2024.

Economic Consulting: Revenue declined 17% to $191.7 million (down 19% ex-FX) in Q2 2025, due to lower demand for M&A and non-M&A antitrust services, partially offset by higher rates and demand for other economic services; Adjusted segment EBITDA was $14.2 million (7.4%) versus $44.3 million (19.2%) last year, for Q2 2025 and Q2 2024, respectively, With a noted prior-year benefit from an $8.5 million deferred revenue reversal in Q2 2024.

Technology Segment: Revenue declined 27.9% to $83.6 million (down 28.9% ex-FX) in Q2 2025; Adjusted EBITDA was $5.3 million (6.3% margin) in Q2 2025, well below $20.9 million (18.1%) in Q2 2024, driven by decreased second request activity and pricing pressure.

Strategic Communications: Record revenue of $102.7 million, up 20.8% (18.6% ex-FX) in Q2 2025, Led by an $8.4 million increase in pass-through revenue and higher demand in Q2 2025; Segment adjusted EBITDA was $18.5 million (18%) in Q2 2025, up from $11.6 million (13.7%) in Q2 2024.

Share Repurchases: 2,192,000 shares were bought back in Q2 2025 at an average price of $161.88 per share ($354.9 million); first half total 3,331,900 shares at $162.99 average per share ($541 million); $309.3 million remained authorized at June 30, 2025.

Free Cash Flow: $38 million in Q2 2025, down sharply from $125.2 million in Q2 2024, primarily due to lower operating cash and higher property/equipment purchases.

Total Debt Net of Cash: Total debt net of cash was $317.2 million as of June 30, 2025, compared to negative $166.4 million as of June 30, 2024, and $8.9 million as of March 31, 2025, with the increase driven by repurchases and forgivable loan issuances.

Full-Year Guidance: Revenue guidance for FY2025 was narrowed to $3.66 billion–$3.76 billion (from $3.66 billion–$3.81 billion); EPS (GAAP) is $7.24–$7.84 for FY2025 (from $7.80–$8.60); Adjusted EPS is $7.80–$8.40 for FY2025, with expected Q4 volatility and lower earnings due to vacation seasonality.

Forgivable Loans: $162 million was issued in Q1 2025 and $72 million in Q2 2025, predominantly in Economic Consulting; Amortization expense is expected to ease after the peak in Q2 2025.

SUMMARY

FTI Consulting, Inc. (NYSE:FCN) reported resilient results despite broad-based headwinds, with overall revenue and adjusted EBITDA nearly matching prior-year record levels in Q2 2025, while sequential revenue increased. Management confirmed that Technology and Economic Consulting segments both underperformed expectations, with Technology facing persistent regulatory-related challenges and Economic Consulting experiencing steeper adjusted EBITDA declines than initially forecast for fiscal year 2025. Free cash flow fell substantially, and net debt increased in Q2 2025, largely reflecting higher forgivable loan issuance and an accelerated pace of share repurchases, as the company deployed capital in the face of segment-level challenges. Guidance was tightened, lowering upper revenue and earnings estimates due to weaker outlooks in Technology and Economic Consulting, while full-year effective tax rate assumptions have increased to 22%-24% for FY2025 and Q4 2025 adjusted EPS is expected to be seasonally lower than in prior quarters.

Gunby said, The negative impacts in Economic Consulting and Technology have been even larger than we expected in 2025, and described 2025 as facing "as formidable a set of headwinds as I've ever seen for this company."

The segment-level mix in Corporate Finance shifted toward restructuring (49% of segment revenue) in Q2 2025, while transformation and strategy weakened, particularly in EMEA and the Middle East, pressured by lower consulting spend and increased reliance on success-fee work.

Sabherwal stated, On a gross debt to EBITDA trailing twelve months basis, the ratio stands at 1.2 times, underscoring that leverage is not a target but an outcome based on opportunities for share buybacks and talent investment.

Gunby confirmed, "it's larger" than the previously referenced $35 million-plus adjusted EBITDA hit to Economic Consulting for FY2025 and guided to a bottoming of EBITDA over the coming quarters (Q3 and/or Q4 2025), driven by one-time investments in talent and unexpected market contraction, particularly in EMEA.

INDUSTRY GLOSSARY

Second Request: Supplemental information demand by antitrust regulators during M&A reviews, typically increasing workloads for consulting firms providing data and advisory services.

Pass-through Revenue: Client-billed expenses that are not indicative of core service growth but impact segment and total reported revenues.

Forgivable Loan: Compensation instrument used to attract or retain talent, recorded on the balance sheet and amortized over a defined period, impacting near-term earnings.

LME (Liability Management Exercise): Financial restructuring transaction allowing distressed companies to renegotiate, restructure, or swap outstanding debt, sometimes leading to subsequent bankruptcy filings if unsuccessful.

Full Conference Call Transcript

Mollie Hawkes: Good morning. Welcome to the FTI Consulting conference call to discuss the company's second quarter 2025 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-K 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.

FTI 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 2025 results. With these formalities out of the way, I'm joined today by Steven Gunby, our CEO and Chairman, and Ajay Sabherwal, our Chief Financial Officer. At this time, I will turn the call over to our CEO and Chairman, Steven Gunby.

Steven Gunby: Thank you, Mollie. Welcome, everyone. Thank you all for joining us today. I assume some of you have seen this morning, already, we reported strong second quarter results today. That regard, 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 2024. Second and probably more important, we had slowed revenue momentum coming into 2025. Third, we were facing disruption. Our Compass Lexicon business.

Fourth, although at the end of last year, the market was forecasting an M&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&L in the short term.

So when we added all that up, it led us to give the weakest guidance 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 the prospects for the rest of the year. So how is that possible? And what does that mean? To me, that ducks the position. 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. So 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 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 job, They work particularly with the leading law firm. On jobs that require processing massive amounts of data, some of them very complicated emerging forms of data. Processing it fast.

Figuring out with the attorneys what it all means, As a consequence of that 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 the number of major deals got waived through per requiring second requests. In Menard, we strengthened second requests, which if you don't know, second request refers to the additional demand for information for AMP 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 the strongest competitor. So while this year is clearly a very tough year for it has in no way changed my conviction about 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 is economic challenges this year. Our Compass Lexicon business' adjusted EBITDA will be hit substantially this year. But it, of course, remains an enormous capable organization It remains the leading group of economists in the world.

And a strong leadership team of 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 gainsay the financial hit that we will take this year. And I would not wanna suggest that the rebound from that financial hit will be immediate. Let the Compass likes to continue 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, in 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 desk 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 I've 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, cybersecurity, 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 FOC. And though one can always speculate that the regular 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 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 macro 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 eight powerful upward sloping line.

Let me give you just a couple of examples of the many actions we took in a slow period. That are contributing to CorpBin's success this year. Our transaction businesses, like all transaction businesses, have volatility. And they can have bad quarters. But the team there noticed their that we were gaining share. Even during those bad quarter. And they were gratified by the fact that 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, in a year when there aren't that many transactions in the market, on the ones we are helping, we are helping in a much broader way. So in a down market, we are up. Similarly, our team has not sat still with a market that many consider 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. Around the world. Example, from an industry perspective. Example, few years ago, we weren't winning any major work in the airlines industry. Today, we 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 a whole lot of other places that have allowed our CorpFin 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 corporate finance success book had many, many chapters. Left. Finally, not least, Stratcom's willingness to invest in key areas like cyber response, public affairs, crisis communications, even through the slow quarters that it's faced over the last couple of years is why StratComp 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 CorpFin.

FLC, and, by the way, our other econ businesses, which by the way, are 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 US. 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 investigation or mergers or bankruptcy. And doing so in many more parts of the globe 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 what we've delivered in the re 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 If we can have this solid a year, in the face of all the headwinds we faced this year while at the same time reinvesting the businesses at believe 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 the through the details of the quarter. Ajay?

Ajay Sabherwal: 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 result. 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. Sorry. Which you might recollect. Sorry. That was not Ajay. That was Steve. Spilling coffee all over the table, Ajay. Take 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 EPS. 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 FLC, we continue to perform remarkably well despite regulatory changes and related uncertainty. Turning to our second quarter 2025 results, in more detail. Revenues of $943.7 million compared to $949.2 million in the prior year quarter. Sequentially, revenues increased $45.4 million or 5.1% compared to $898.3 million in Q1 of 2025. Earnings per share of $2.13, compared to $2.34 in the prior year quarter.

And $1.74 in Q1 of 2025. EPS increased sequentially. Primarily because we had a 55¢ special charge related to employee reduction actions in Q1. Net income of $71.7 million compared to $83.9 million 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, and 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&A. SG&A expenses of $202.2 million or 21.4% of revenues compared to SG&A of $206.2 million or 21.7% of revenues in the prior year quarter.

The decrease in SG&A was primarily due to lower bad debt. Notably, in Q2, SG&A was up $17.9 million compared to Q1. Because as expected, legal settlements we had in Q1 did not recur. Adjusted EBITDA of $111.6 million or 11.8% of revenue compared to $115.9 million 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 Q2 of last year and the resulting discrete tax adjustment. For the full year of 2025, now expect our effective tax rate to be between 22-24%.

Weighted average shares outstanding or way so for Q2 of 33.6 million shares compared to 35.8 million shares in the prior year quarter. Driven primarily by the repurchase of 3.3 million shares in the first half of the year. Billable headcount decreased by 126 professionals or 2% compared to the prior year quarter. Driven by approximately 8% declines in each of our economic consulting strategic communication segment partially offset by growth in forensic and litigation consulting or FLC, and corporate finance and restructuring. Sequentially, billable headcount decreased by 187 professional or 2.9%. With declines across all segment. For us, Voluntary attrition is typically higher in Q2.

Additionally, some of the impacted employees from our previously discussed Q1 headcount actions departed during Q2. 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 $379.2 million 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 $81.7 million or 21.5% of segment revenue compared to $66.5 million or 19.1% 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 $35.6 million 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 $25.7 million sequentially. Primarily due to higher revenues and lower SG&A, which was partially offset by an increase in compensation. Turning to FLC. Revenues of $186.5 million 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 $31.2 million. Or 16.7% of segment revenues, compared to $15 million or 8.8% of segment revenues in the prior year quarter.

The increase in adjusted segment d EBITDA was primarily due to higher revenue. Sequentially, SOC revenues decreased $4.1 million 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 $6.3 million 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 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 $191.7 million 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 $14.2 million or 7.4% of segment revenues, compared to $44.3 million 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 $8.5 million in Q2 of 2024. Sequentially, economic consulting revenues increased $11.8 million.

Or 6.6% 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 million in forgivable loans to existing and new employees and affiliates net of repayments, in Q1 of this year. And $72 million in Q2 of this year. Mostly in our economic consulting segment. Forgivable loan amortization generally ranges from three to six years. In technology, revenues of $83.6 million decreased by 27.9%. Excluding FX, revenues decreased 28.9%.

The decrease in revenues was due to lower demand, or m and a related second request services. Adjusted segment EBITDA of $5.3 million or 6.3% of segment revenues compared to $20.9 million 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 second request volume. As well as lower SG&A. Sequentially, technology revenues decreased $13.6 million or 14%. Due to lower demand for m and a related second request services. Adjusted segment EBITDA decreased by $6.3 million.

Primarily due to lower revenues which was partially offset by lower compensation and SG&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 $102.7 million increased 20.8% Excluding FX, revenues increased 18.6%. Primarily due to an $8.4 million 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 issue. Record adjusted segment EBITDA of $18.5 million or 18% of segment revenue compared to $11.6 million 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 $15.6 million or 18% which includes a $5.7 million increase in pass through revenues and higher corporate reputation and public affairs revenue. Adjusted segment EBITDA increased by $5.6 million primarily due to higher revenues which was partially offset by higher pass through expenses and an increase in compensation in SG&A. Let me now discuss key cash flow and balance sheet item. Net cash provided by operating activities of $55.7 million compared to $135.2 million for the second quarter of 2024.

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 shares at an average price per share a $161.88. For a total cost of $354.9 million. In the first half of 2025, we repurchased 3,331,900 shares at an average price per share of a $162.99. Then for a total cost of $541 million. As of 06/30/2025, approximately $309.3 million remained available under our stock repurchase authorization. Free cash flow of $38 million in the quarter compared to $125.2 million 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 $317.2 million on 06/30/2025 compared to negative $166.4 million on 06/30/2024, and $8.9 million 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 $3.66 billion and $3.76 billion.

Which compares to the prior range of between $3.66 billion and $3.81 billion. 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 $7.80 and $8.60. 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&A and perhaps more so by the change in regulatory scrutiny than we expected. Particularly compared to the record M&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&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&L in the short term.

Our guidance assumed that an 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 Q2 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 Q4 adjusted EPS to be lower than each of Q2 and Q3 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.

First, 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.

Operator: Thank you. We will now begin the question and answer session. If you are using a speakerphone, pick up your handset before pressing the keys. To withdraw your question, please press star then 2. Today's first question comes from Andrew Nicholas with William Blair. Please go ahead.

Andrew Nicholas: Hi, good morning. Thank you for taking my question. Maybe I'll start with economic consulting. And the divergence that we're seeing relative to the technology segment. Can you flesh that out a little bit? I mean, it looks like sequentially economic consulting was actually quite strong. I think with tech, you mentioned some paused or canceled second requests. So is that just non M&A driven strength? Or are there some one-time items in revenue and economic consulting in the second quarter that you don't expect to persist through the back half of the year? Just additional color there would be great.

Ajay Sabherwal: That you answered the question. In your question, it is non M&A related activity. And then

Andrew Nicholas: And then and maybe just 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 you know, when you'd have a better sense for their commercial capability? Is that something that you already have a ton of confidence in? Or what the timeline would be for kind of getting a sense of those new professionals in terms of replacing some of the departures?

Steven Gunby: Yeah. It's a good question, Andrew. This is Steve. Look. Let's be clear. Right? This is this is something we've done for a long time. Like, the origins of this company are academics. Right? I 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 they the lawyers asked those academics to come testify because the courts found them pretty persuasive. And so that this is the origins of our Compass Lexicon business. You know, the head of our, Compass Lexicon business, the former dean of the University of Chicago Law School.

So this is 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 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, of testifying experience.

And then you have new people, you know, 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. And, you know, Dennis Carlton, who's, you know, 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 you know, that's way too complicated for a jury to understand and put his arm around him and said, points are important, but you have to figure out how to communicate that in a different way and coach them. It's a range. You know?

In 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 gonna 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?

Andrew Nicholas: No. That's that's great. Really good color and helps me 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 the a record quarter. For the bankruptcy restructuring practice. So could you just kinda 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 know, high level data we've seen also a function of you know, tailwinds from the macro. Thank you.

Ajay Sabherwal: So we're Andrew, we're we're delighted by that performance. And you read 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 10-20% 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 the 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 2024. 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. Those matters start earlier, and usually have longer, you know, long the take longer and have larger feeds.

We're absolutely delighted. That's great. So much. Thank you, Andrew.

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

Tobey Sommer: I was wondering if you could comment on your hiring senior professional year to date and maybe I don't know, forecast, but would you expect to continue the same pace of senior consultant hiring and growth through the end of year.

Steven Gunby: I think Morning, Toby. Thanks for asking. Look. I think our the numbers say that the we hired more senior professionals this 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 we they show up because if they go on we hire them in the middle end of the year, but they are on garden lead for six months. We don't actually show them announce them until they're here. Okay?

So I think last year, I was telling you about how the phone was reading off hook, and we're having all those conversations. Not all those people showed up last 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 know, you never know. What we are is hiring when great people are available. And if great people you know, if great if you know, you don't know. Like, you know, remember last year, you know, 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 I'm at probably be 60 or 70 staffed by it's all told. 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 side driven. Does that make sense?

Ajay Sabherwal: It does. From an overall US regulatory perspective,

Tobey Sommer: what do you is it a net positive or net negative? And I understand there are lot of discrete elements, whether it's FCPA, second request, but then you mentioned more states stepping in. How do you how do you think that nets out?

Steven Gunby: Like, I we have lots of debates about that. I mean, you we have clarity on sub practices, which way it cuts. How it all cuts overall is very hard. To say. You know? I don't I don't have a good answer for that. I mean, you know, clearly, regulatory headwinds are potentially affecting negatively our FLC business. You know? But and they clearly are affecting our tech and econ businesses, right, in a negative way. You know? 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 your own precise on it. Yeah. You agree with that, Patrick? The more the

Ajay Sabherwal: I don't know where exact, just like for the reasons you mentioned. But our practitioners I mean, the FLC is remarkable. The pundits would have guessed reguessed in our forecast that you know, there's if monitorships go away, then their business would go away. But performance is the opposite.

Steven Gunby: And But that is us. That's not the market. The market's not giving us that. Our guys are our folks are getting that. Right? That's a good So we did that at least a little It does. Yeah. Yeah. That color is helpful.

Tobey Sommer: You mentioned the low point of economic may happen in the next few months. Bodies that are around revenue tunnel?

Ajay Sabherwal: EBITDA, marginally.

Tobey Sommer: All the above? Toby. There's some background noise. Can you just say that again?

Steven Gunby: I couldn't understand the question.

Tobey Sommer: Sorry. I'm listening. For the ecomm business, you said it would bottom in the next few months. Is that revenue, EBITDA or EBITDA margin coming?

Ajay Sabherwal: Yeah. Let so, the comment was on EBITDA. So let me explain it. So there's you know, simply put, there's cost and there's revenue. Right? So on the cost side, you We I've told you how much we gave in forgivable loans in Q1. Much we gave in forgivable loans in Q2. We talked about the amortization. In Q2, our direct cost 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, Q2 is lower than Q1, I expect Q3 to be much, much Lower than Q2.

Then such amortization will go up a little bit, but not as much as it went up from Q2 to Q1. So I see that costs you know, it as I said, low point, that means it's not low point in Q2. There's a further low point in Q3 or Q4 at some point. So there so 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. Thank you, Toby.

Operator: Thank you. And our final question today comes from James Yaro at Goldman Sachs.

James Yaro: So the continued weakness in transformation strategy was, I think, interesting to me. Could you just dig in perhaps a little bit more on the drivers as you as you look at you know, right now and as you look ahead and then perhaps your views on what would cause this to turn around.

Ajay Sabherwal: Thank you, James. The 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 again. But I just wanna just to be fair, to that group, that's what we're success has sometimes its pitfall. So that year over year comparison is one. But you're right. It's sequentially weak as well. 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 it's it's unique. 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'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. We're getting lots of opportunities to add to it. Very clear.

James Yaro: So I think you added something like 310 million of debt this quarter, 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 measuring that the amount of leverage that you could theoretically take on?

Ajay Sabherwal: Sure. So on a gross debt, to EBITDA trailing twelve months, we're 1.2 times. On a net debt, we're 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 won't have I'm not gonna telegraph what we're going to do next. But, opportunistically, we can buy back a lot Leverage is an outcome. If there's if there's acquisitions that we can buy at, you know, at the 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 Yaro: Great. Very helpful. Just one more on tech, which is the tech EBITDA margin, you know, came in a bit lower and you talked about the trends in that business. But guess, should we think about the margin there given the weaker operating backdrop for that segment?

Steven Gunby: 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 of pricing biscuits. Gets tougher. And so, you know, in you know, not all of our jobs are totally price sensitive, but, you know, we're not gonna 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 in the rest of this year. Having said that, you know, I 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 private equity owned and have a lot of them have one and a half times sales of debt. The last point, if we had one and a half times sales of debt, we would have 5 and a half billion dollars of debt, not a tenth of that, which is what Ajay said at the peak of the year, a tenth 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 be a shakeout, and we'd benefit from it. And if it doesn't, the 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 Yaro: That's super helpful. Last one for me. Just there's been a lot of discussion around the econ consulting business, but I think you'd previously talked about a $35 million plus hit to EBITDA. Is that is that still the right number? Or is it is it something larger or smaller?

Steven Gunby: No, it's larger. And I think I even last called and 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, 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 it's 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 there's a lag on the returns on that. Alright?

So that's the good thing, but that added, of course, to the cost this year. The other surprise that is which is unrelated to anything we knew at the time is just our you know, our the market, there's been a market phenomenon, particularly in EMEA, We have the best business by far in EMEA of any 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 those two things have had an impact. You know, look. I don't know.

Ajay probably won't let me give you a specific numbers, but I would say I think we're down I don't know, between 25 and 30 million 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 on That would be within the range.

James Yaro: Okay. Alright.

Steven Gunby: Does that help, James?

James Yaro: That's incredibly helpful, and thank you for taking all my questions.

Steven Gunby: No. Look. Thank you to all of you for your time and support. I just wanna 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. I think we will continue to surprise people on where we take it over the next few years. Thank you for your support.

Operator: Thank you. 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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