fcn-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-14875

FTI CONSULTING, INC.

(Exact Name of Registrant as Specified in its Charter)


Maryland									52-1261113
(State or Other Jurisdiction of Incorporation or Organization)									(I.R.S. Employer Identification No.)

555 12th Street NW
Washington,
DC									20004
(Address of Principal Executive Offices)									(Zip Code)

(202) 312-9100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value

FCN

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class			Outstanding at April 17, 2025
Common Stock, $0.01 par value			34,286,988

FTI CONSULTING, INC. AND SUBSIDIARIES

INDEX


		Page
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets—March 31, 2025 and December 31, 2024	3

	Condensed Consolidated Statements of Comprehensive Income—Three Months Ended March 31, 2025 and 2024	4

	Condensed Consolidated Statements of Stockholders’ Equity—Three Months Ended March 31, 2025 and 2024	5

	Condensed Consolidated Statements of Cash Flows—Three Months Ended March 31, 2025 and 2024	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	35

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3.	Defaults Upon Senior Securities	37

Item 4.	Mine Safety Disclosures	37

Item 5.	Other Information	37

Item 6.	Exhibits	38

SIGNATURES		39

PART I—FINANCIAL INFORMATION

FTI Consulting, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except per share data)


Item 1.			Financial Statements


	March 31,		December 31,
	2025		2024
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	151,121	$	660,493




Accounts receivable, net	1,096,020		1,020,174
Current portion of notes receivable	76,348		44,894
Prepaid expenses and other current assets	105,418		93,953
Total current assets	1,428,907		1,819,514
Property and equipment, net	162,097		150,295
Operating lease assets	192,266		198,318
Goodwill	1,231,658		1,226,556
Intangible assets, net	15,831		16,770
Notes receivable, net	230,571		109,119
Other assets	86,372		76,258
Total assets	$	3,347,702	$	3,596,830
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable, accrued expenses and other	$	236,023	$	224,394
Accrued compensation	333,174		639,745
Billings in excess of services provided	68,094		67,620

Total current liabilities	637,291		931,759
Long-term debt	160,000		—
Noncurrent operating lease liabilities	201,193		208,036
Deferred income taxes	110,858		111,825
Other liabilities	88,722		86,920
Total liabilities	1,198,064		1,338,540
Commitments and contingencies (Note 10)
Stockholders’ equity
Preferred stock, $0.01 par value; shares authorized — 5,000; none outstanding	—		—
Common stock, $0.01 par value; shares authorized — 75,000; shares issued and outstanding 34,855 (2025) and 35,913 (2024)	349		359
Additional paid-in capital	—		39,650
Retained earnings	2,311,287		2,394,853
Accumulated other comprehensive loss	(161,998)		(176,572)
Total stockholders’ equity	2,149,638		2,258,290
Total liabilities and stockholders’ equity	$	3,347,702	$	3,596,830

See accompanying notes to condensed consolidated financial statements

FTI Consulting, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(in thousands, except per share data)

(Unaudited)


	Three Months Ended March 31,
	2025		2024
Revenues	$	898,282	$	928,553
Operating expenses
Direct cost of revenues	608,928		626,034
Selling, general and administrative expenses	184,335		201,870
Special charges	25,295		—

Amortization of intangible assets	1,017		1,016
	819,575		828,920
Operating income	78,707		99,633
Other income (expense)
Interest income and other	2,842		1,581
Interest expense	(968)		(1,719)

	1,874		(138)
Income before income tax provision	80,581		99,495
Income tax provision	18,757		19,530
Net income	$	61,824	$	79,965
Earnings per common share — basic	$	1.76	$	2.29
Earnings per common share — diluted	$	1.74	$	2.23
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments, net of tax expense of $0	$	14,574	$	(11,433)
Total other comprehensive income (loss), net of tax	14,574		(11,433)
Comprehensive income	$	76,398	$	68,532

See accompanying notes to condensed consolidated financial statements

FTI Consulting, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands)

(Unaudited)


								Accumulated Other Comprehensive Loss
	Common Stock			Additional Paid-in Capital		Retained Earnings
	Shares	Amount								Total
Balance at December 31, 2024	35,913	$	359	$	39,650	$	2,394,853	$	(176,572)	$	2,258,290
Net income	—	$	—	$	—	$	61,824	$	—	$	61,824
Other comprehensive income:
Cumulative translation adjustment	—	—		—		—		14,574		14,574
Issuance of common stock in connection with:
Exercise of options	2	—		80		—		—		80
Restricted share grants, less net settled shares of 64	67	1		(11,577)		—		—		(11,576)
Stock units issued under incentive compensation plan	—	—		4,369		—		—		4,369
Purchase and retirement of common stock, including excise tax	(1,127)	(11)		(187,665)		—		—		(187,676)

Share-based compensation	—	—		9,753		—		—		9,753
Reclassification of negative additional paid-in capital	—	—		145,390		(145,390)		—		—
Balance at March 31, 2025	34,855	$	349

SEC Form 10-Q filed by FTI Consulting Inc.