FTI CONSULTING, INC
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 29, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0000887936-26-000088
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-29.
0000887936-26-000095
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 210 previous paragraphs and 216 current paragraphs.
142 unchanged; 49 reworded; 24 added; 18 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 17 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
Third Quarter 2026 Executive Highlights
Current report
Revenues for the three months ended September 30, 2026 increased $56.4 million, or 5.9%, compared to the three months ended September 30, 2025, due to higher revenues across all of our business segments.
Current report
Special Charges
Current report
During the three months ended September 30, 2026, we recorded special charges of $46.0 million as part of a plan to align staffing with demand, which consisted of $45.5 million in salary- and benefits-related costs associated with targeted headcount reductions and $0.5 million in non-cash real estate-related costs. A portion of the special charges liabilities was paid during the three months ended September 30, 2026 and the remaining amounts are expected to be paid in cash in the next 12 months.
Current report
The following table details the special charges by segment:
Current report
There were no special charges recorded during the three months ended September 30, 2025.
Current report
Fourth Quarter 2026 Special Charge
Current report
During the fourth quarter of 2026, we continued our plan to align staffing with demand. We expect to record a special charge of approximately $7 million in the fourth quarter of 2026, consisting of approximately $2 million in salary- and benefits-related costs associated with targeted headcount reductions and approximately $5 million in real estate-related costs.
Current report
Unallocated corporate expenses increased $12.3 million, or 35.0%, to $47.4 million compared to $35.1 million for the three months ended September 30, 2025. Excluding the impact of special charges of $4.5 million for the three months ended September 30, 2026, unallocated corporate expenses increased $7.8 million, or 22.3%. The increase was primarily due to $4.5 million in Extraordinary Litigation-Related Expenses and higher compensation expenses.
Current report
Interest income and other
Current report
Gross profit increased $6.5 million, or 4.3%, to $158.1 million for the three months ended September 30, 2026. Gross profit margin decreased 0.2 percentage points for the three months ended September 30, 2026. The decrease in gross profit margin was primarily due to a 5 percentage point decline in utilization, which was partially offset by higher success fees and realized bill rates.
Current report
SG&A expenses increased $0.3 million, or 0.5%, to $58.5 million for the three months ended September 30, 2026, primarily due to higher compensation and infrastructure support costs, which was nearly offset by lower bad debt expenses. SG&A expenses of 13.8% of revenues for the three months ended September 30, 2026 compared to 14.4% of revenues for the three months ended September 30, 2025.
Current report
Revenues increased $117.5 million, or 10.4%, to $1,245.3 million for the nine months ended September 30, 2026, primarily due to higher realized bill rates, demand and success fees across the business. Excluding an estimated 1.1% positive impact from FX, revenues increased $105.0 million, or 9.3%.
Current report
Gross profit increased $49.5 million, or 12.5%, to $446.3 million for the nine months ended September 30, 2026. Gross profit margin increased 0.7 percentage points for the nine months ended September 30, 2026. The increase in gross profit margin was primarily due to higher realized bill rates and success fees.
Current report
Revenues increased $10.5 million, or 1.8%, to $582.3 million for the nine months ended September 30, 2026, primarily due to higher realized bill rates, which was partially offset by lower demand across the business. Excluding an estimated 1.0% positive impact from FX, revenues increased $5.0 million, or 0.9%.
Current report
SG&A expenses increased $13.4 million, or 12.5%, to $120.4 million for the nine months ended September 30, 2026, primarily due to the recognition of a gain contingency in the prior year period that did not recur, as well as higher bad debt and compensation expenses. The increase in SG&A expenses included an estimated 1.0% negative impact from FX. SG&A expenses of 20.7% of revenues for the nine months ended September 30, 2026 compared to 18.7% of revenues for the nine months ended September 30, 2025.
Current report
SG&A expenses decreased $2.2 million, or 7.0%, to $29.5 million for the three months ended September 30, 2026, primarily driven by lower bad debt expenses, which was partially offset by higher compensation and other general and administrative expenses. SG&A expenses of 15.6% of revenues for the three months ended September 30, 2026 compared to 18.3% of revenues for the three months ended September 30, 2025.
Current report
SG&A expenses increased $2.0 million, or 9.0%, to $24.7 million for the three months ended September 30, 2026, primarily due to higher bad debt expenses. SG&A expenses of 23.9% of revenues for the three months ended September 30, 2026 compared to 24.1% of revenues for the three months ended September 30, 2025.
Current report
SG&A expenses increased $7.1 million, or 10.1%, to $77.3 million for the nine months ended September 30, 2026, primarily due to higher bad debt and compensation expenses. The increase in SG&A expenses included an estimated 1.0% negative impact from FX. SG&A expenses of 25.4% of revenues for the nine months ended September 30, 2026 compared to 25.5% of revenues for the nine months ended September 30, 2025.
Current report
Revenues increased $11.2 million, or 12.5%, to $100.6 million for the three months ended September 30, 2026, primarily due to higher demand for our public affairs and corporate reputation services.
Current report
SG&A expenses increased $1.2 million, or 6.8%, to $19.4 million for the three months ended September 30, 2026, primarily due to higher bad debt, outside services, marketing, and travel and entertainment expenses. SG&A expenses of 19.3% of revenues for the three months ended September 30, 2026 compared to 20.3% of revenues for the three months ended September 30, 2025.
Current report
Revenues increased $24.5 million, or 8.8%, to $303.6 million for the nine months ended September 30, 2026. Excluding pass-through revenues, which decreased by $7.6 million, revenues increased $32.1 million, or 12.9%, to $280.2 million, primarily due to higher demand for our corporate reputation, public affairs and financial communications services. Excluding an estimated 1.6% positive impact from FX, revenues increased $20.1 million, or 7.2%.
Current report
Gross profit increased $15.4 million, or 15.1%, to $117.0 million for the nine months ended September 30, 2026. Gross profit margin increased 2.1 percentage points for the nine months ended September 30, 2026. The increase in gross profit margin was primarily due to lower compensation expenses as a percentage of revenues, excluding pass-through revenues, as well as the impact of lower pass-through revenues and expenses.
Current report
SG&A expenses increased $3.1 million, or 5.6%, to $59.2 million for the nine months ended September 30, 2026, primarily due to higher travel and entertainment, marketing, compensation and outside services expenses. The increase in SG&A expenses included an estimated 1.9% negative impact from FX. SG&A expenses of 19.5% of revenues for the nine months ended September 30, 2026 compared to 20.1% of revenues for the nine months ended September 30, 2025.
Removed paragraphs (18)
Previous report
Second Quarter 2026 Executive Highlights
Previous report
Revenues for the three months ended June 30, 2026 increased $49.8 million, or 5.3%, compared to the three months ended June 30, 2025, primarily due to higher revenues in our Corporate Finance, Technology and FLC segments, which was partially offset by a $9.2 million decline in pass-through revenues.
Previous report
Unallocated corporate expenses increased $16.5 million, or 41.6%, to $56.3 million compared to $39.8 million for the three months ended June 30, 2025, primarily due to $6.6 million in Extraordinary Litigation-Related Expenses, an increase in expenses related to our All SMD meeting, which did not occur in 2025, and higher compensation expenses.
Previous report
Interest income andother
Previous report
Gross profit increased $8.0 million, or 6.0%, to $141.1 million for the three months ended June 30, 2026. Gross profit margin decreased 0.8 percentage points for the three months ended June 30, 2026. The decrease in gross profit margin was primarily due to higher compensation as a percentage of revenues, which included the impact of a 7.8% increase in billable headcount and a 2 percentage point decrease in utilization, which was partially offset by higher realized bill rates.
Previous report
SG&A expenses increased $4.1 million, or 7.6%, to $58.3 million for the three months ended June 30, 2026, primarily due to higher compensation, infrastructure support and other general and administrative expenses, which was partially offset by lower bad debt expenses. SG&A expenses of 14.2% of revenues for the three months ended June 30, 2026 compared to 14.3% of revenues for the three months ended June 30, 2025.
Previous report
Revenues increased $98.0 million, or 13.6%, to $820.9 million for the six months ended June 30, 2026, primarily due to higher demand and realized bill rates for our transformation, transactions and turnaround & restructuring services. Excluding an estimated 1.6% positive impact from FX, revenues increased $86.3 million, or 11.9%.
Previous report
Gross profit increased $2.5 million, or 3.7%, to $68.2 million for the three months ended June 30, 2026. Gross profit margin was relatively flat for the three months ended June 30, 2026, primarily due to a 3 percentage point decrease in utilization, which was offset by higher realized bill rates.
Previous report
SG&A expenses increased $2.4 million, or 6.4%, to $38.8 million for the three months ended June 30, 2026, primarily due to higher bad debt, compensation and travel and entertainment expenses. SG&A expenses of 20.0% of revenues for the three months ended June 30, 2026 compared to 19.5% of revenues for the three months ended June 30, 2025.
Previous report
Revenues increased $10.0 million, or 2.7%, to $387.1 million for the six months ended June 30, 2026, primarily due to higher realized bill rates and demand for our risk & investigations services and higher realized bill rates for our dispute advisory services, which was partially offset by lower demand for our dispute advisory services. Excluding an estimated 1.4% positive impact from FX, revenues increased $4.9 million, or 1.3%.
Previous report
Gross profit decreased $4.7 million, or 3.4%, to $133.7 million for the six months ended June 30, 2026. Gross profit margin decreased 2.2 percentage points for the six months ended June 30, 2026. The decrease in gross profit margin was primarily due to a 2 percentage point decrease in utilization, which was partially offset by higher realized bill rates.
Previous report
SG&A expenses increased $7.7 million, or 10.5%, to $81.0 million for the six months ended June 30, 2026, primarily due to an increase in hiring-related, bad debt, and travel and entertainment expenses. The increase in SG&A expenses included an estimated 1.4% negative impact from FX. SG&A expenses of 20.9% of revenues for the six months ended June 30, 2026 compared to 19.4% of revenues for the six months ended June 30, 2025.
Previous report
SG&A expenses increased $1.0 million, or 3.5%, to $30.0 million for the three months ended June 30, 2026, primarily driven by higher bad debt and outside services expenses. SG&A expenses of 15.9% of revenues for the three months ended June 30, 2026 compared to 15.1% of revenues for the three months ended June 30, 2025.
Previous report
SG&A expenses increased $3.8 million, or 16.6%, to $27.0 million for the three months ended June 30, 2026, primarily due to higher bad debt, compensation and travel and entertainment expenses. SG&A expenses of 27.3% of revenues for the three months ended June 30, 2026 compared to 27.7% of revenues for the three months ended June 30, 2025.
Previous report
SG&A expenses increased $5.1 million, or 10.7%, to $52.6 million for the six months ended June 30, 2026, primarily due to higher bad debt, compensation, and travel and entertainment expenses. The increase in SG&A expenses included an estimated 1.4% negative impact from FX. SG&A expenses of 26.1% of revenues for the six months ended June 30, 2026 compared to 26.3% of revenues for the six months ended June 30, 2025.
Previous report
Revenues decreased $2.7 million, or 2.6%, to $100.0 million for the three months ended June 30, 2026. The decrease in revenues was primarily due to a $7.4 million decline in pass-through revenues. Excluding pass-through revenues, revenues increased $4.7 million, or 5.4%, to $92.4 million, primarily due to higher demand for our corporate reputation services.
Previous report
Revenues increased $13.3 million, or 7.0%, to $203.0 million for the six months ended June 30, 2026. Revenues included an $8.1 million decline in pass-through revenues. Excluding pass-through revenues, revenues increased $21.4 million, or 12.9%, to $186.8 million, primarily due to higher demand for corporate reputation, financial communications and public affairs services. Excluding an estimated 2.3% positive impact from FX, revenues increased $9.0 million, or 4.7%.
Previous report
SG&A expenses increased $1.9 million, or 5.0%, to $39.7 million for the six months ended June 30, 2026, primarily due to higher travel and entertainment, marketing and compensation expenses. The increase in SG&A expenses included an estimated 2.8% negative impact from FX. SG&A expenses of 19.6% of revenues for the six months ended June 30, 2026 compared to 20.0% of revenues for the six months ended June 30, 2025.
Reworded paragraphs (49)
Previous wording
The following is a discussion and analysis of our consolidated financial condition, results of operations, and liquidity and capital resources for the three and six months ended June 30, 2026 and 2025, and significant factors that could affect our prospective financial condition and results of operations. This discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes and with our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”). In addition to historical information, the following discussion includes forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations and intentions. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, these expectations or any of the forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements.
Current wording
The following is a discussion and analysis of our consolidated financial condition, results of operations, and liquidity and capital resources for the three and nine months ended September 30, 2026 and 2025, and significant factors that could affect our prospective financial condition and results of operations. This discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes and with our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”). In addition to historical information, the following discussion includes forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations and intentions. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, these expectations or any of the forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements.
Previous wording
We have included the definition of Segment Operating Income, which is a GAAP financial measure, below in order to more fully define the components of certain non-GAAP financial measures in the accompanying analysis of financial information.
Current wording
We have included the definition of Segment Operating Income (Loss), which is a GAAP financial measure, below in order to more fully define the components of certain non-GAAP financial measures in the accompanying analysis of financial information.
Previous wording
EBITDA, which is a non-GAAP financial measure. We define Adjusted Segment EBITDA as Segment Operating Income before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. We use Adjusted Segment EBITDA as a basis to internally evaluate the financial performance of our segments because we believe it reflects core operating performance and provides an indicator of the segment’s ability to generate cash. We define Total Adjusted Segment EBITDA, which is a non-GAAP financial measure, as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses.
Current wording
We define Segment Operating Income (Loss) as a segment’s share of consolidated operating income. We define Total Segment Operating Income, which is a non-GAAP financial measure, as the total of Segment Operating Income (Loss) for all segments, which excludes unallocated corporate expenses. We use Segment Operating Income (Loss) for the purpose of calculating Adjusted Segment EBITDA, which is a non-GAAP financial measure. We define Adjusted Segment EBITDA as Segment Operating Income (Loss) before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. We use Adjusted Segment EBITDA as a basis to internally evaluate the financial performance of our segments because we believe it reflects core operating performance and provides an indicator of the segment’s ability to generate cash. We define Total Adjusted Segment EBITDA, which is a non-GAAP financial measure, as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses.
Previous wording
We define Free Cash Flow, which is a non-GAAP financial measure, as net cash used in operating activities less cash payments for purchases of property and equipment. We believe this non-GAAP financial measure, when considered together with our GAAP financial results, provides management and investors with useful supplemental information on the Company’s ability to generate cash for ongoing business operations and capital deployment.
Current wording
We define Free Cash Flow, which is a non-GAAP financial measure, as net cash provided by (used in) operating activities less cash payments for purchases of property and equipment. We believe this non-GAAP financial measure, when considered together with our GAAP financial results, provides management and investors with useful supplemental information on the Company’s ability to generate cash for ongoing business operations and capital deployment.
Previous wording
Net income for the three months ended June 30, 2026 decreased $13.9 million, or 19.4%, compared to the three months ended June 30, 2025. The decrease in net income was primarily due to higher direct costs, selling, general and administrative (“SG&A”) expenses and interest expense, which was partially offset by the increase in revenues and a lower income tax provision compared to the same quarter in the prior year.
Current wording
Net income for the three months ended September 30, 2026 decreased $19.4 million, or 23.4%, compared to the three months ended September 30, 2025. The decrease in net income was primarily due to special charges recorded during the three months ended September 30, 2026, as well as higher direct costs, selling, general and administrative (“SG&A”) expenses and interest expense, which more than offset an increase in revenues and a lower income tax provision compared to the same quarter in the prior year.
Previous wording
Adjusted EBITDA for the three months ended June 30, 2026 decreased $7.2 million, or 6.4%, compared to the three months ended June 30, 2025. Adjusted EBITDA Margin of 10.5% for the three months ended June 30, 2026 compared to 11.8% for the three months ended June 30, 2025. The decrease in Adjusted EBITDA was primarily due to higher direct costs and SG&A expenses, excluding $6.6 million of Extraordinary Litigation-Related Expenses during the three months ended June 30, 2026, which was partially offset by the increase in revenues compared to the same quarter in the prior year.
Current wording
Adjusted EBITDA for the three months ended September 30, 2026 increased $23.1 million, or 17.7%, compared to the three months ended September 30, 2025. Adjusted EBITDA Margin of 15.2% for the three months ended September 30, 2026 compared to 13.7% for the three months ended September 30, 2025. The increase in Adjusted EBITDA was primarily due to higher revenues, which was partially offset by an increase in direct costs and SG&A expenses compared to the same quarter in the prior year. Adjusted EBITDA excludes special charges of $46.0 million and Extraordinary Litigation-Related Expenses of $4.5 million for the three months ended September 30, 2026.
Previous wording
EPS for the three months ended June 30, 2026 decreased $0.14 to $1.99 compared to $2.13 for the three months ended June 30, 2025. The decrease in EPS was primarily due to the decrease in net income as described above, which was partially offset by the favorable impact of lower weighted average shares outstanding.
Current wording
EPS for the three months ended September 30, 2026 decreased $0.25 to $2.35 compared to $2.60 for the three months ended September 30, 2025. The decrease in EPS was primarily due to the decrease in net income as described above, which was partially offset by the favorable impact of lower weighted average shares outstanding.
Previous wording
Adjusted EPS for the three months ended June 30, 2026 increased $0.03 to $2.16 compared to $2.13 for the three months ended June 30, 2025. Adjusted EPS for the three months ended June 30, 2026 excludes the $6.6 million of Extraordinary Litigation-Related Expenses, which increased Adjusted EPS by $0.17. Adjusted EPS was equal to EPS for the three months ended June 30, 2025.
Current wording
Adjusted EPS for the three months ended September 30, 2026 increased $1.24 to $3.84 compared to $2.60 for the three months ended September 30, 2025. Adjusted EPS for the three months ended September 30, 2026 excludes $46.0 million of special charges and $4.5 million of Extraordinary Litigation-Related Expenses, which increased Adjusted EPS by $1.36 and $0.13, respectively. Adjusted EPS was equal to EPS for the three months ended September 30, 2025.
Previous wording
Netcash provided by operating activities for the three months ended June 30, 2026 increased $96.6 million, or 173.5%, to $152.3 million compared to $55.7 million for the three months ended June 30, 2025. The increase in net cash provided by operating activities was primarily due to higher cash collections and decreases in forgivable loan issuances and income tax payments, which was partially offset by an increase in operating expense and compensation payments. Days sales outstanding (“DSO”) of 99 days at June 30, 2026 compared to 100 days at June 30, 2025.
Current wording
Net cash provided by operating activities for the three months ended September 30, 2026 decreased $11.5 million, or 5.7%, to $190.4 million compared to $201.9 million for the three months ended September 30, 2025. The decrease in net cash provided by operating activities was primarily due to an increase in operating expense and compensation payments, which was partially offset by higher cash collections and a decrease in forgivable loan issuances. Days sales outstanding (“DSO”) of 101 days at September 30, 2026 compared to 102 days at September 30, 2025.
Previous wording
Free Cash Flow was an inflow of $141.0 million and $38.3 million for the three months ended June 30, 2026 and 2025, respectively. The increase in Free Cash Flow was primarily due to higher net cash provided by operating activities, as described above.
Current wording
Free Cash Flow was an inflow of $182.0 million and $187.0 million for the three months ended September 30, 2026 and 2025, respectively. The decrease in Free Cash Flow was due to lower net cash provided by operating activities, as described above, which was partially offset by a decrease in purchases of property and equipment.
Previous wording
During thethree months ended June 30, 2026, we made $393.2 million in payments for common stock repurchases, including excise tax, under the Repurchase Program.
Current wording
We made payments of $85.2 million and $234.2 million for common stock repurchases under the Repurchase Program during thethree months ended September 30, 2026 and 2025, respectively.
Previous wording
The following table includes the net headcount additions (reductions) by segment and in total for the six months ended June 30, 2026.
Current wording
The following table includes the net headcount additions (reductions) by segment and in total for the nine months ended September 30, 2026.
Previous wording
Interest income and other, which includes FX gains and losses, increased $1.7 million to a $0.4 million loss for the three months ended June 30, 2026 compared to a $2.1 million loss for the three months ended June 30, 2025, primarily due to a $1.5 million decrease in FX remeasurement losses compared to the same quarter in the prior year.
Current wording
Interest income and other, which includes FX gains and losses, decreased $1.0 million to a $0.7 million gain for the three months ended September 30, 2026 compared to a $1.7 million gain for the three months ended September 30, 2025, primarily due to a $0.3 million FX remeasurement loss compared to a $0.6 million FX remeasurement gain during the same quarter in the prior year.
Previous wording
Interest expense increased $6.4 million, or 121.2%, to $11.6 million for the three months ended June 30, 2026 compared to $5.3 million for the three months ended June 30, 2025, primarily due to higher borrowings on the $300.0 million term loan under our Credit Agreement (the "Incremental Term Loan") and our senior unsecured bank revolving credit facility (the “Revolving Credit Facility”).
Current wording
Interest expense increased $5.7 million, or 74.6%, to $13.3 million for the three months ended September 30, 2026 compared to $7.6 million for the three months ended September 30, 2025, primarily due to higher borrowings on the $300.0 million term loan under our Credit Agreement (the “Incremental Term Loan”) and our senior unsecured bank revolving credit facility (the “Revolving Credit Facility”).
Previous wording
Our income tax provision decreased $5.1 million, or 25.0%, to $15.2 million for the three months ended June 30, 2026 compared to $20.2 million for the three months ended June 30, 2025. Our effective tax rate of 20.8% for the three months ended June 30, 2026 compared to 22.0% for the three months ended June 30, 2025. The decrease in the income tax provision was due to both a decrease in income before income tax provision and a lower effective tax rate. The lower effective tax rate was primarily due to the net tax benefits associated with our tax equity investment, which was partially offset by an unfavorable impact from share-based compensation and an increase in the valuation allowance recorded against current period losses as compared to the three months ended June 30, 2025.
Current wording
Our income tax provision decreased $15.1 million, or 52.4%, to $13.8 million for the three months ended September 30, 2026 compared to $28.9 million for the three months ended September 30, 2025. Our effective tax rate of 17.8% for the three months ended September 30, 2026 compared to 25.9% for the three months ended September 30, 2025. The decrease in the income tax provision was due to both lower income before income tax provision and a lower effective tax rate. The lower effective tax rate was primarily due to a favorable return-to-provision adjustment and the net tax benefits associated with our tax equity investment, which was partially offset by an increase in valuation allowances as compared to the three months ended September 30, 2025.
Previous wording
Unallocated corporate expenses increased $42.4 million, or 71.2%, to $101.9 million compared to $59.5 million for the six months ended June 30, 2025, primarily due to a legal settlement gain recorded during the six months ended June 30, 2025 that did not recur, higher compensation expenses, $6.6 million in Extraordinary Litigation-Related Expenses incurred during the three months ended June 30, 2026, and higher expenses related to our All SMD meeting, which did not occur in 2025.
Current wording
Unallocated corporate expenses increased $54.7 million, or 57.8%, to $149.3 million compared to $94.6 million for the nine months ended September 30, 2025. Excluding the impact of special charges for the nine months ended September 30, 2026 and 2025, unallocated corporate expenses increased $52.2 million, or 56.3%. The increase was primarily due to legal settlement gains recorded during the nine months ended September 30, 2025 that did not recur, $11.1 million in Extraordinary Litigation-Related Expenses incurred during the nine months ended September 30, 2026, higher compensation expenses and expenses related to our All SMD meeting.
Previous wording
Interest income and other, which includes FX gains and losses, decreased $0.1 million to a $0.7 million gain for the six months ended June 30, 2026 compared to a $0.8 million gain for the six months ended June 30, 2025, primarily due to a $3.0 million decrease in interest income, which was partially offset by a $2.8 million decrease in FX remeasurement losses compared to the same period in the prior year.
Current wording
Interest income and other, which includes FX gains and losses, decreased $1.1 million to a $1.4 million gain for the nine months ended September 30, 2026 compared to a $2.5 million gain for the nine months ended September 30, 2025, primarily due to a $3.1 million decrease in interest income, which was partially offset by a $2.0 million decrease in FX remeasurement losses compared to the same period in the prior year.
Previous wording
Interest expense increased $11.9 million, or 190.4%, to $18.1 million for the six months ended June 30, 2026 compared to $6.2 million for the six months ended June 30, 2025, primarily due to higher borrowings on our Revolving Credit Facility and Incremental Term Loan.
Current wording
Interest expense increased $17.5 million, or 126.6%, to $31.4 million for the nine months ended September 30, 2026 compared to $13.9 million for the nine months ended September 30, 2025, primarily due to higher borrowings on our Revolving Credit Facility and Incremental Term Loan.
Previous wording
Our income tax provision decreased $2.9 million, or 7.4%, to $36.1 million for the six months ended June 30, 2026 compared to $39.0 million for the six months ended June 30, 2025. Our effective tax rate of 23.8% for the six months ended June 30, 2026 compared to 22.6% for the six months ended June 30, 2025. The decrease in the income tax provision was primarily due to a decrease in income before income tax provision, which was partially offset by an increase in the effective tax rate. The higher effective tax rate was primarily due to an unfavorable impact from share-based compensation and an increase in the valuation allowance recorded against current period losses, which was partially offset by the net tax benefits related to our tax equity investment, as compared to the six months ended June 30, 2025.
Current wording
Our income tax provision decreased $18.0 million, or 26.6%, to $49.9 million for the nine months ended September 30, 2026 compared to $67.9 million for the nine months ended September 30, 2025. Our effective tax rate of 21.8% for the nine months ended September 30, 2026 compared to 23.9% for the nine months ended September 30, 2025. The decrease in the income tax provision was due to both lower income before income tax provision and a lower effective tax rate. The lower effective tax rate was primarily due to a favorable return-to-provision adjustment and the net tax benefits associated with our tax equity investment, which was partially offset by an increase in valuation allowances as compared to the nine months ended September 30, 2025.
Previous wording
We evaluate the performance of each of our operating segments based on multiple measures of segment profit, including Adjusted Segment EBITDA, which is a non-GAAP financial measure. The following tables reconcile Segment Operating Income to Adjusted Segment EBITDA for the three and six months ended June 30, 2026 and 2025:
Current wording
We evaluate the performance of each of our operating segments based on multiple measures of segment profit, including Adjusted Segment EBITDA, which is a non-GAAP financial measure. The following tables reconcile Segment Operating Income (Loss) to Adjusted Segment EBITDA for the three and nine months ended September 30, 2026 and 2025:
Previous wording
We define Total Adjusted Segment EBITDA, which is a non-GAAP financial measure, as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses. The following table reconciles net income to Total Segment Operating Income and Total Adjusted Segment EBITDA for the three and six months ended June 30, 2026 and 2025:
Current wording
We define Total Adjusted Segment EBITDA, which is a non-GAAP financial measure, as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses. The following table reconciles net income to Total Segment Operating Income and Total Adjusted Segment EBITDA for the three and nine months ended September 30, 2026 and 2025:
Previous wording
(1)The number of billable professionals for the Technology segment excludes as-needed professionals, who we employ based on demand for the segment’s services. We employed an average of 755 and 357 as-needed employees during the three months ended June 30, 2026 and 2025, respectively.
Current wording
(1)The number of billable professionals for the Technology segment excludes as-needed professionals, who we employ based on demand for the segment’s services. We employed an average of 609 and 648 as-needed employees during the three months ended September 30, 2026 and 2025, respectively.
Previous wording
Revenues increased $32.2 million, or 8.5%, to $411.4 million for the three months ended June 30, 2026, primarily due to higher realized bill rates for our transactions, transformation and turnaround & restructuring services, an increase in demand for transformation services, and higher success fees, which was partially offset by lower demand for turnaround & restructuring services.
Current wording
Revenues increased $19.5 million, or 4.8%, to $424.4 million for the three months ended September 30, 2026, primarily due to higher success fees and realized bill rates, which was partially offset by lower demand for turnaround & restructuring and transactions services.
Previous wording
SG&A expenses increased $6.9 million, or 6.1%, to $119.8 million for the six months ended June 30, 2026, primarily due to higher travel and entertainment, compensation and other general and administrative expenses, which was partially offset by lower bad debt expenses. The increase in SG&A expenses included an estimated 2.0% negative impact from FX. SG&A expenses of 14.6% of revenues for the six months ended June 30, 2026 compared to 15.6% of revenues for the six months ended June 30, 2025.
Current wording
SG&A expenses increased $7.2 million, or 4.2%, to $178.3 million for the nine months ended September 30, 2026, primarily due to higher compensation, infrastructure support and other general and administrative expenses, which was partially offset by lower bad debt expenses. The increase in SG&A expenses included an estimated 1.4% negative impact from FX. SG&A expenses of 14.3% of revenues for the nine months ended September 30, 2026 compared to 15.2% of revenues for the nine months ended September 30, 2025.
Previous wording
Revenues increased $7.7 million, or 4.1%, to $194.3 million for the three months ended June 30, 2026, primarily due to higher realized bill rates and demand for our risk & investigations services, which was partially offset by lower demand for our dispute advisory services.
Current wording
Revenues increased $0.4 million, or 0.2%, to $195.1 million for the three months ended September 30, 2026, primarily due to higher realized bill rates for our dispute advisory, risk & investigations and health solutions services, which was partially offset by lower demand for our risk & investigations and data & analytics services.
Previous wording
Gross profit increased $0.6 million, or 1.5%, to $37.7 million for the three months ended June 30, 2026. Gross profit margin increased 1.5 percentage points for the three months ended June 30, 2026. The increase in gross profit margin was primarily due to lower pass-through revenues and expenses, which was partially offset by higher compensation expenses as a percentage of revenues.
Current wording
Gross profit increased $1.1 million, or 1.5%, to $75.5 million for the three months ended September 30, 2026. Gross profit margin increased 0.5 percentage points for the three months ended September 30, 2026. The increase in gross profit margin was primarily due to higher realized bill rates, which was partially offset by a 4 percentage point decrease in utilization.
Previous wording
SG&A expenses increased $0.6 million, or 3.3%, to $20.2 million for the three months ended June 30, 2026, primarily due to higher travel and entertainment and compensation expenses. The increase in SG&A expenses included an estimated 1.2% negative impact from FX. SG&A expenses of 20.2% of revenues for the three months ended June 30, 2026 compared to 19.1% of revenues for the three months ended June 30, 2025.
Current wording
SG&A expenses increased $5.8 million, or 17.0%, to $39.5 million for the three months ended September 30, 2026, primarily due to the recognition of a gain contingency in the prior year period that did not recur, as well as higher bad debt and compensation expenses. SG&A expenses of 20.2% of revenues for the three months ended September 30, 2026 compared to 17.3% of revenues for the three months ended September 30, 2025.
Previous wording
Gross profit decreased $4.4 million, or 10.4%, to $37.5 million for the three months ended June 30, 2026. Gross profit margin decreased 2.0 percentage points for the three months ended June 30, 2026. The decrease in gross profit margin was primarily due to a 3 percentage point decrease in utilization, which was partially offset by higher realized bill rates.
Current wording
Gross profit decreased $3.6 million, or 1.7%, to $209.2 million for the nine months ended September 30, 2026. Gross profit margin decreased 1.3 percentage points for the nine months ended September 30, 2026. The decrease in gross profit margin was primarily due to a 3 percentage point decrease in utilization, which was partially offset by higher realized bill rates.
Previous wording
Revenues decreased $2.8 million, or 1.5%, to $188.8 million for the three months ended June 30, 2026, primarily due to lower demand for our non-M&A-related antitrust and international arbitration services, which was partially offset by higher demand for M&A-related antitrust services and higher realized bill rates for our financial economics services.
Current wording
Revenues increased $16.2 million, or 9.3%, to $189.3 million for the three months ended September 30, 2026, primarily due to higher demand for our non-M&A-related antitrust and M&A-related antitrust services, which was partially offset by lower demand for our financial economics services.
Previous wording
Gross profit increased $43.0 million, or 17.5%, to $288.1 million for the six months ended June 30, 2026. Gross profit margin increased 1.2 percentage points for the six months ended June 30, 2026. The increase in gross profit margin was primarily due to higher realized bill rates and a 1 percentage point increase in utilization.
Current wording
Gross profit increased $16.0 million, or 61.7%, to $41.9 million for the three months ended September 30, 2026. Gross profit margin increased 7.2 percentage points for the three months ended September 30, 2026. The increase in gross profit margin was primarily due to a 6 percentage point increase in utilization and higher realized bill rates.
Previous wording
Revenues decreased $7.1 million, or 1.9%, to $364.5 million for the six months ended June 30, 2026, primarily due to lower demand for our non-M&A-related antitrust and international arbitration services, which was partially offset by higher realized bill rates across our services and higher demand for our M&A-related antitrust services. Excluding an estimated 1.9% positive impact from FX, revenues decreased $14.3 million, or 3.8%.
Current wording
Revenues increased $9.1 million, or 1.7%, to $553.7 million for the nine months ended September 30, 2026, primarily due to higher realized bill rates for our non-M&A-related antitrust and financial economics services, along with higher demand for our M&A-related antitrust services, which was partially offset by lower demand for our non-M&A-related antitrust and financial economics services. Excluding an estimated 1.3% positive impact from FX, revenues increased $2.2 million, or 0.4%.
Previous wording
Gross profit decreased $25.2 million, or 30.3%, to $58.0 million for the six months ended June 30, 2026. Gross profit margin decreased 6.5 percentage points for the six months ended June 30, 2026. The decrease in gross profit margin was primarily due to higher forgivable loan amortization and variable compensation as a percentage of revenues and a 2 percentage point decrease in utilization, which was partially offset by higher realized bill rates.
Current wording
Gross profit decreased $9.2 million, or 8.5%, to $99.9 million for the nine months ended September 30, 2026. Gross profit margin decreased 2.0 percentage points for the nine months ended September 30, 2026. The decrease in gross profit margin was primarily due to higher forgivable loan amortization and variable compensation as a percentage of revenues, which was partially offset by higher realized bill rates.
Previous wording
SG&A expenses increased $0.6 million, or 1.0%, to $57.9 million for the six months ended June 30, 2026, primarily due to higher compensation and outside services expenses, which was partially offset by lower infrastructure support expenses. The increase in SG&A expenses included an estimated 2.3% negative impact from FX. SG&A expenses of 15.9% of revenues for the six months ended June 30, 2026 compared to 15.4% of revenues for the six months ended June 30, 2025.
Current wording
SG&A expenses decreased $1.7 million, or 1.9%, to $87.4 million for the nine months ended September 30, 2026, primarily due to lower bad debt and infrastructure support expenses, which was partially offset by higher compensation and outside services expenses. The decrease in SG&A expenses included an estimated 1.4% negative impact from FX. SG&A expenses of 15.8% of revenues for the nine months ended September 30, 2026 compared to 16.4% of revenues for the nine months ended September 30, 2025.
Previous wording
Revenues increased $15.4 million, or 18.4%, to $99.0 million for the three months ended June 30, 2026, primarily due to higher demand for our M&A-related “second request” services, which was partially offset by lower demand for our investigations services.
Current wording
Revenues increased $9.1 million, or 9.7%, to $103.2 million for the three months ended September 30, 2026, primarily due to higher demand for our M&A-related “second request” services.
Previous wording
Gross profit increased $7.1 million, or 28.7%, to $31.8 million for the three months ended June 30, 2026. Gross profit margin increased 2.6 percentage points for the three months ended June 30, 2026. The increase in gross profit margin was primarily due to an increase in profitability of our consulting, processing and review services, which was partially offset by a decrease in profitability of our hosting services.
Current wording
Gross profit increased $4.5 million, or 14.0%, to $36.4 million for the three months ended September 30, 2026. Gross profit margin increased 1.3 percentage points for the three months ended September 30, 2026. The increase in gross profit margin was primarily due to an increase in profitability of our processing and review services, which was partially offset by a decrease in profitability of our hosting services.
Previous wording
Revenues increased $20.6 million, or 11.4%, to $201.3 million for the six months ended June 30, 2026, primarily due to higher demand for our M&A-related “second request,” litigation and information governance, privacy & security services, which was partially offset by lower demand for our investigations services. Excluding an estimated 1.6% positive impact from FX, revenues increased $17.7 million, or 9.8%.
Current wording
Revenues increased $29.7 million, or 10.8%, to $304.5 million for the nine months ended September 30, 2026, primarily due to higher demand for our M&A-related “second request,” litigation and information governance, privacy & security services, which was partially offset by lower demand for our investigations services. Excluding an estimated 1.1% positive impact from FX, revenues increased $26.8 million, or 9.7%.
Previous wording
Gross profit increased $7.5 million, or 13.0%, to $65.1 million for the six months ended June 30, 2026. Gross profit margin increased 0.5 percentage points for the six months ended June 30, 2026. The increase in gross profit margin was primarily due to higher profitability of our consulting, review and processing services, which was partially offset by lower profitability of our hosting services.
Current wording
Gross profit increased $12.0 million, or 13.4%, to $101.5 million for the nine months ended September 30, 2026. Gross profit margin increased 0.8 percentage points for the nine months ended September 30, 2026. The increase in gross profit margin was primarily due to higher profitability of our processing, review and consulting services, which was partially offset by lower profitability of our hosting services.
Previous wording
Gross profit increased $10.7 million, or 15.8%, to $78.1 million for the six months ended June 30, 2026. Gross profit margin increased 2.9 percentage points for the six months ended June 30, 2026. The increase in gross profit margin was primarily due to lower pass-through revenues and expenses and lower compensation expenses as a percentage of revenues.
Current wording
Gross profit increased $4.7 million, or 13.9%, to $38.8 million for the three months ended September 30, 2026. Gross profit margin increased 0.5 percentage points for the three months ended September 30, 2026. The increase in gross profit margin was primarily due to lower compensation expenses as a percentage of revenues.
Previous wording
Net cash used in operating activities decreased $251.8 million, or 61.5%, to $157.7 million compared to $409.5 million for the six months ended June 30, 2025. The decrease in net cash used in operating activities was primarily due to a decrease in forgivable loan issuances, higher cash collections and a decrease in income tax payments, which was partially offset by an increase in compensation and interest payments. DSO was 99 and 100 days as of June 30, 2026 and 2025, respectively.
Current wording
Net cash provided by operating activities increased $240.3 million to $32.7 million compared to net cash used in operating activities of $207.6 million for the nine months ended September 30, 2025. The increase in net cash provided by operating activities was primarily due to a decrease in forgivable loan issuances, higher cash collections and a decrease in income tax payments, which was partially offset by an increase in compensation and operating expense payments. DSO was 101 and 102 days as of September 30, 2026 and 2025, respectively.
Previous wording
Net cash used in investing activities increased $28.8 million, or 81.6%, to $64.0 million compared to $35.2 million for the six months ended June 30, 2025. The increase in net cash used in investing activities was due to a $42.1 million payment for a tax equity investment, which was partially offset by a $13.3 million decrease in capital expenditures, primarily related to lower spend on leasehold improvements as compared to the six months ended June 30, 2025.
Current wording
Net cash used in investing activities increased $22.3 million, or 44.5%, to $72.4 million compared to $50.1 million for the nine months ended September 30, 2025. The increase in net cash used in investing activities was due to a $42.1 million payment for a tax equity investment, which was partially offset by a $19.8 million decrease in capital expenditures, primarily related to lower spend on leasehold improvements as compared to the nine months ended September 30, 2025.
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Current report — wording carried from elsewhere
As of September 30, 2026, we were in compliance with the covenants contained in the Credit Agreement. See Note 8, “Debt” in Part I, Item 1, of this Quarterly Report on Form 10-Q for a further discussion of the Credit Agreement.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
We define Segment Operating Income as a segment’s share of consolidated operating income. We define Total Segment Operating Income, which is a non-GAAP financial measure, as the total of Segment Operating Income for all segments, which excludes unallocated corporate expenses. We use Segment Operating Income for the purpose of calculating Adjusted Segment