SEC Filing | FTI Consulting, Inc.

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fcn-20230930

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 September 30, 2023


☐			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 October 19, 2023
Common Stock, $0.01 par value			35,509,721

FTI CONSULTING, INC. AND SUBSIDIARIES

INDEX


		Page
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets—September 30, 2023 and December 31, 2022	3

	Condensed Consolidated Statements of Comprehensive Income—Three and Nine Months Ended September 30, 2023 and 2022	4

	Condensed Consolidated Statements of Stockholders’ Equity—Three and Nine Months Ended Septem ber 30, 2023 and 2022	5

	Condensed Consolidated Statements of Cash Flows—Nine Months Ended September 30, 2023 and 2022	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39

Item 4.	Controls and Procedures	39

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3.	Defaults Upon Senior Securities	41

Item 4.	Mine Safety Disclosures	41

Item 5.	Other Information	41

Item 6.	Exhibits	42

SIGNATURES		43

PART I—FINANCIAL INFORMATION

FTI Consulting, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except per share data)


Item 1.			Financial Statements


	September 30,		December 31,
	2023		2022
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	201,148	$	491,688




Accounts receivable, net	1,207,016		896,153
Current portion of notes receivable	32,095		27,292
Prepaid expenses and other current assets	126,967		95,469
Total current assets	1,567,226		1,510,602
Property and equipment, net	164,922		153,466
Operating lease assets	202,505		203,764
Goodwill	1,226,356		1,227,593
Intangible assets, net	19,233		25,514
Notes receivable, net	73,673		55,978
Other assets	64,911		64,490
Total assets	$	3,318,826	$	3,241,407
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable, accrued expenses and other	$	170,518	$	173,953
Accrued compensation	481,007		541,892
Billings in excess of services provided	57,006		53,646

Total current liabilities	708,531		769,491
Long-term debt, net	285,000		315,172
Noncurrent operating lease liabilities	217,755		221,604
Deferred income taxes	157,724		162,374
Other liabilities	85,321		91,045
Total liabilities	1,454,331		1,559,686
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 35,510 (2023) and 34,026 (2022)	355		340
Additional paid-in capital	9,712		—
Retained earnings	2,033,132		1,858,103
Accumulated other comprehensive loss	(178,704)		(176,722)
Total stockholders’ equity	1,864,495		1,681,721
Total liabilities and stockholders’ equity	$	3,318,826	$	3,241,407

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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues	$	893,261	$	775,865	$	2,564,558	$	2,254,477
Operating expenses
Direct cost of revenues	598,804		526,654		1,740,407		1,539,838
Selling, general and administrative expenses	186,088		159,186		556,672		476,097


Amortization of intangible assets	1,340		2,315		4,939		7,320
	786,232		688,155		2,302,018		2,023,255
Operating income	107,029		87,710		262,540		231,222
Other income (expense)
Interest income and other	5,147		7,771		3,221		10,418
Interest expense	(4,474)		(2,378)		(10,435)		(7,468)

	673		5,393		(7,214)		2,950
Income before income tax provision	107,702		93,103		255,326		234,172
Income tax provision	24,385		15,836		62,067		46,156
Net income	$	83,317	$	77,267	$	193,259	$	188,016
Earnings per common share — basic	$	2.44	$	2.29	$	5.75	$	5.57
Earnings per common share — diluted	$	2.34	$	2.15	$	5.43	$	5.25
Other comprehensive loss, net of tax
Foreign currency translation adjustments, net of tax expense of $0	$	(18,228)	$	(48,475)	$	(1,982)	$	(95,345)
Total other comprehensive loss, net of tax	(18,228)		(48,475)		(1,982)		(95,345)
Comprehensive income	$	65,089	$	28,792	$	191,277	$	92,671

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, 2022	34,026	$	340	$	—	$	1,858,103	$	(176,722)	$	1,681,721
Net income	—	$	—	$	—	$	47,547	$	—	$	47,547
Other comprehensive income:
Cumulative translation adjustment	—	—		—		—		9,850		9,850
Issuance of common stock in connection with:
Exercise of options	14	—		449		—		—		449
Restricted share grants, less net settled shares of 55	55	1		(9,514)		—		—		(9,513)
Stock units issued under incentive compensation plan	—	—		2,274		—		—		2,274
Purchase and retirement of common stock	(112)	(1)		(17,798)		—		—		(17,799)

Conversion of convertible senior notes due 2023	—	—		(6)		—		—		(6)
Share-based compensation	—	—		6,365		—		—		6,365
Reclassification of negative additional paid-in capital	—	—		18,230		(18,230)		—		—
Balance at March 31, 2023	33,983	$	340	$	—	$	1,887,420	$	(166,872)	$	1,720,888
Net income	—	$	—	$	—	$	62,395	$	—	$	62,395
Other comprehensive income:
Cumulative translation adjustment	—	—		—		—		6,396		6,396
Issuance of common stock in connection with:
Exercise of options	21	—		718		—		—		718
Restricted share grants, less net settled shares of 13	30	—		(2,408)		—		—		(2,408)



Conversion of convertible senior notes due 2023	—	—		(375)		—		—		(375)
Share-based compensation	—	—		7,538		—		—		7,538

Balance at June 30, 2023	34,034	$	340	$	5,473	$	1,949,815	$	(160,476)	$	1,795,152
Net income	—	$	—	$	—	$	83,317	$	—	$	83,317
Other comprehensive loss:
Cumulative translation adjustment	—	—		—		—		(18,228)		(18,228)
Issuance of common stock in connection with:
Exercise of options	1	—		42		—		—		42
Restricted share grants, less net settled shares of 17	14	—		(3,291)		—		—		(3,291)



Settlement of conversion premium of convertible senior notes due 2023	1,461	15		(21)		—		—		(6)

Share-based compensation	—	—		7,509		—		—		7,509

Balance at September 30, 2023	35,510	$	355	$	9,712	$	2,033,132	$	(178,704)	$	1,864,495


								Accumulated Other Comprehensive Loss
	Common Stock			Additional Paid-in Capital		Retained Earnings
	Shares	Amount								Total
Balance at December 31, 2021	34,333	$	343	$	13,662	$	1,698,156	$	(128,840)	$	1,583,321
Net income	—	$	—	$	—	$	59,321	$	—	$	59,321
Other comprehensive loss:
Cumulative translation adjustment	—	—		—		—		(6,191)		(6,191)
Issuance of common stock in connection with:
Exercise of options	26	—		923		—		—		923
Restricted share grants, less net settled shares of 54	134	2		(7,836)		—		—		(7,834)
Stock units issued under incentive compensation plan	—	—		1,664		—		—		1,664
Purchase and retirement of common stock	(22)	—		(3,098)		—		—		(3,098)
Cumulative effect due to adoption of new accounting standard	—	—		(34,131)		22,078		—		(12,053)
Conversion of convertible senior notes due 2023	—	—		(2)		—		—		(2)
Share-based compensation	—	—		5,967		—		—		5,967
Reclassification of negative additional paid-in capital	—	—		22,851		(22,851)		—		—
Balance at March 31, 2022	34,471	$	345	$	—	$	1,756,704	$	(135,031)	$	1,622,018
Net income	—	$	—	$	—	$	51,428	$	—	$	51,428
Other comprehensive loss:
Cumulative translation adjustment	—	—		—		—		(40,679)		(40,679)
Issuance of common stock in connection with:
Exercise of options	22	—		687		—		—		687
Restricted share grants, less net settled shares of 55	47	—		(8,907)		—		—		(8,907)



Conversion of convertible senior notes due 2023	—	—		(11)		—		—		(11)
Share-based compensation	—	—		6,083		—		—		6,083
Reclassification of negative additional paid-in capital	—	—		2,647		(2,647)		—		—
Balance at June 30, 2022	34,540	$	345	$	499	$	1,805,485	$	(175,710)	$	1,630,619
Net income	—	$	—	$	—	$	77,267	$	—	$	77,267
Other comprehensive loss:
Cumulative translation adjustment	—	—		—		—		(48,475)		(48,475)
Issuance of common stock in connection with:

Restricted share grants, less net settled shares of 5	10	—		(837)		—		—		(837)

Purchase and retirement of common stock	(128)	(1)		(20,431)		—		—		(20,432)

Share-based compensation	—	—		6,441		—		—		6,441
Reclassification of negative additional paid-in capital	—	—		14,328		(14,328)		—		—
Balance at September 30, 2022	34,422	$	344	$	—	$	1,868,424	$	(224,185)	$	1,644,583

See accompanying notes to condensed consolidated financial statements

FTI Consulting, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)


	Nine Months Ended September 30,
	2023		2022
Operating activities
Net income	$	193,259	$	188,016
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	29,926		27,045
Amortization of intangible assets	4,939		7,320
Acquisition-related contingent consideration	4,263		863
Provision for expected credit losses	21,347		13,101
Share-based compensation	21,412		18,491
Amortization of debt issuance costs and other	1,722		1,588

Deferred income taxes	(4,602)		(9,140)

Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable, billed and unbilled	(333,713)		(251,280)
Notes receivable	(22,600)		838
Prepaid expenses and other assets	(3,252)		(3,066)
Accounts payable, accrued expenses and other	(8,895)		21,936
Income taxes	(347)		3,940
Accrued compensation	(65,394)		(67,763)
Billings in excess of services provided	3,410		7,672
Net cash used in operating activities	(158,525)		(40,439)
Investing activities

Payments for acquisition of businesses, net of cash received	—		(6,742)
Purchases of property and equipment and other	(43,224)		(38,935)


Purchase of short-term investment	(24,356)		—
Net cash used in investing activities	(67,580)		(45,677)
Financing activities
Borrowings under revolving line of credit	725,000		165,000

Repayments under revolving line of credit	(440,000)		(165,000)

Repayment of convertible notes	(315,763)		—
Purchase and retirement of common stock	(20,982)		(23,530)
Share-based compensation tax withholdings and other	(14,003)		(15,663)
Payments for business acquisition liabilities	(3,651)		(4,848)
Deposits and other	2,319		7,092

Net cash used in financing activities	(67,080)		(36,949)
Effect of exchange rate changes on cash and cash equivalents	2,645		(44,373)
Net decrease in cash and cash equivalents	(290,540)		(167,438)
Cash and cash equivalents, beginning of period	491,688		494,485
Cash and cash equivalents, end of period	$	201,148	$	327,047
Supplemental cash flow disclosures
Cash paid for interest	$	10,160	$	8,012
Cash paid for income taxes, net of refunds	$	67,015	$	51,353
Non-cash investing and financing activities:
Issuance of stock units under incentive compensation plans	$	2,274	$	1,664

Business acquisition liabilities not yet paid	$	—	$	5,593
Non-cash additions to property and equipment	$	1,972	$	4,970

See accompanying notes to condensed consolidated financial statements

FTI Consulting, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(dollar and share amounts in tables in thousands, except per share data)

(Unaudited)

1. Basis of Presentation

The unaudited condensed consolidated financial statements of FTI Consulting, Inc., including its consolidated subsidiaries (collectively, the “Company,” “we,” “our” or “FTI Consulting”), presented herein, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and under the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Some of the information and footnote disclosures normally included in annual financial statements have been condensed or omitted pursuant to those rules and regulations. Certain prior period amounts have been reclassified to conform to the current period presentation. In management’s opinion, the interim financial statements reflect all adjustments that are necessary for a fair presentation of the results for the interim periods presented. All adjustments made were normal recurring accruals. Results of operations for the interim periods presented herein are not necessarily indicative of results of operations for a full year. These financial statements should be read in conjunction with the consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC.

2. Significant Accounting Policies

Note 1 to the Consolidated Financial Statements included in Part II, Item 8, of our Annual Report on Form 10-K for the year ended December 31, 2022 describes the significant accounting policies and methods used in preparation of the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

During the three months ended September 30, 2023, we purchased a short-term investment, which is included in the “Prepaid expenses and other current assets” financial statement line item on the Condensed Consolidated Balance Sheets. The short-term investment represents an investment in a certificate of deposit with an original maturity of less than one year. We classified the short-term investment as held-to-maturity in accordance with Accounting Standards Codification Topic 320, Investments - Debt and Equity Securities. Short-term investments classified as held-to-maturity are financial instruments the Company has the intent and ability to hold until maturity and are reported net of amortized cost. Any interest earned on the short-term investment is recorded in “Interest income and other” on the Condensed Consolidated Statements of Comprehensive Income.

3. Earnings per Common Share

Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share adjusts basic earnings per common share for the effects of potentially dilutive common shares. Potentially dilutive common shares include the dilutive effects of shares issuable under our equity compensation plans, including stock options and share-based awards (restricted share awards, restricted stock units and performance stock units), each using the treasury stock method.

We use the if-converted method for calculating the potential dilutive effect of the conversion feature of the principal amount of our 2.0% convertible senior notes due 2023 (“2023 Convertible Notes”) on earnings per common share. The conversion feature had a dilutive impact on earnings per common share for the three and nine months ended September 30, 2023 and 2022, as the average market price per share of our common stock for the periods exceeded the conversion price of $101.38 per share. On August 17, 2023, we issued a total of 1,460,740 shares of our common stock to holders in connection with the conversion of their 2023 Convertible Notes at maturity. As of September 30, 2023, there were no 2023 Convertible Notes outstanding. See Note 8, “Debt” for additional information about the 2023 Convertible Notes.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator — basic and diluted
Net income	$	83,317	$	77,267	$	193,259	$	188,016
Denominator
Weighted average number of common shares outstanding — basic	34,128		33,812		33,599		33,741
Effect of dilutive share-based awards	515		545		547		607
Effect of dilutive stock options	285		322		296		330
Effect of dilutive convertible notes	728		1,239		1,157		1,147
Weighted average number of common shares outstanding — diluted	35,656		35,918		35,599		35,825
Earnings per common share — basic	$	2.44	$	2.29	$	5.75	$	5.57
Earnings per common share — diluted	$	2.34	$	2.15	$	5.43	$	5.25
Antidilutive stock options and share-based awards	2		—		5		10

4. Revenues

We generate the majority of our revenues by providing consulting services to our clients. Revenues are recognized when we satisfy a performance obligation by transferring services promised in a contract to a customer and in an amount that reflects the consideration that we expect to receive in exchange for those services. Performance obligations in our contracts represent distinct or separate services that we provide to our customers. If, at the outset of an arrangement, we determine that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met.

Revenues recognized during the current period may include revenues from performance obligations satisfied or partially satisfied in previous periods. This primarily occurs when the estimated transaction price has changed based on our current probability assessment over whether the agreed-upon outcome for our performance-based and contingent arrangements will be achieved. The aggregate amount of revenues recognized related to a change in the transaction price in the current period, which related to performance obligations satisfied or partially satisfied in a prior period, was $10.4 million and $6.6 million for the three and nine months ended September 30, 2023, respectively, and immaterial and $12.5 million for the three and nine months ended September 30, 2022, respectively.

Unfulfilled performance obligations primarily consist of fees not yet recognized on certain fixed-fee arrangements and performance-based and contingent arrangements. As of September 30, 2023 and December 31, 2022, the aggregate amount of the remaining contract transaction price allocated to unfulfilled performance obligations was $12.1 million and $3.6 million, respectively. We expect to recognize the majority of the related revenues over the next 24 months. We elected to utilize the optional exemption to exclude from this disclosure fixed-fee and performance-based and contingent arrangements with an original expected duration of one year or less and to exclude our time and expense arrangements for which revenues are recognized using the right-to-invoice practical expedient.

Contract assets are defined as assets for which we have recorded revenues but are not yet entitled to receive our fees because certain events, such as completion of the measurement period or client approval, must occur. The contract asset balance was immaterial as of September 30, 2023 and December 31, 2022.

Contract liabilities are defined as liabilities incurred when we have received consideration but have not yet performed the agreed-upon services. This may occur when clients pay fees before work begins. The contract liability balance was immaterial as of September 30, 2023 and December 31, 2022.

5. Accounts Receivable and Allowance for Expected Credit Losses

The following table summarizes the components of “Accounts receivable, net” as presented on the Condensed Consolidated Balance Sheets:


	September 30, 2023		December 31, 2022
Accounts receivable:
Billed receivables	$	771,661	$	633,055
Unbilled receivables	495,270		308,873
Allowance for expected credit losses	(59,915)		(45,775)
Accounts receivable, net	$	1,207,016	$	896,153

The following table summarizes the total provision for expected credit losses and write-offs:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Provision for expected credit losses	$	10,159	$	4,348	$	21,347	$	13,101
Write-offs	$	1,974	$	3,877	$	11,527	$	9,917

Our provision for expected credit losses includes recoveries, direct write-offs and charges to other accounts. Billed accounts receivables are written off when the potential for recovery is considered remote.

6. Goodwill and Intangible Assets

Goodwill

The table below summarizes the changes in the carrying amount of goodwill by reportable segment:


	Corporate Finance & Restructuring (1)		Forensic and Litigation Consulting (1)		Economic Consulting (1)		Technology (1)		Strategic Communications (2)		Total
Balance at December 31, 2022	$	516,500	$	234,872	$	268,055	$	96,727	$	111,439	$	1,227,593

Foreign currency translation adjustment and other	(2,523)		309		44		18		915		(1,237)
Intersegment transfers in/(out) (3)	23,086		(23,086)		—		—		—		—
Balance at September 30, 2023	$	537,063	$	212,095	$	268,099	$	96,745	$	112,354	$	1,226,356

(1) There were no accumulated impairment losses for the Corporate Finance & Restructuring (“Corporate Finance”), Forensic and Litigation Consulting (“FLC”), Economic Consulting or Technology segments as of September 30, 2023 and December 31, 2022.

(2) Amounts for our Strategic Communications segment include gross carrying values of $306.5 million and $305.6 million as of September 30, 2023 and December 31, 2022, respectively, and accumulated impairment losses of $194.1 million as of September 30, 2023 and December 31, 2022.

(3) Includes the allocation of goodwill relating to the reclassification of the portion of the Company’s health solutions practice previously within our FLC segment, which focuses on business transformation services in the healthcare and life sciences sector, to our business transformation & strategy practice within our Corporate Finance segment. See Note 13, “Segment Reporting,” for information on this segment reclassification.

Intangible Assets

Intangible assets were as follows:


	September 30, 2023						December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizing intangible assets
Customer relationships	$	26,560	$	15,555	$	11,005	$	78,223	$	63,810	$	14,413
Trademarks	9,312		6,455		2,857		10,950		5,554		5,396
Acquired software and other	815		544		271		846		241		605
	36,687		22,554		14,133		90,019		69,605		20,414
Non-amortizing intangible assets
Trademarks	5,100		—		5,100		5,100		—		5,100
Total	$	41,787	$	22,554	$	19,233	$	95,119	$	69,605	$	25,514

Intangible assets with finite lives are amortized over their estimated useful lives. We recorded amortization expense of $1.3 million and $4.9 million during the three and nine months ended September 30, 2023, respectively, and $2.3 million and $7.3 million for the three and nine months ended September 30, 2022, respectively.

We estimate our future amortization expense for our intangible assets with finite lives to be as follows:


Year	As of September 30, 2023 (1)
2023 (remaining)	$	1,202
2024	3,517
2025	2,856
2026	1,734
2027	1,664
Thereafter	3,160
	$	14,133

(1)Actual amortization expense to be reported in future periods could differ from these estimates as a result of new intangible asset acquisitions, impairments, changes in useful lives, or other relevant factors or changes.

7. Financial Instruments

The following tables present the carrying amounts and estimated fair values of our financial instruments by hierarchy level as of September 30, 2023 and December 31, 2022:


	September 30, 2023
			Hierarchy Level (Fair Value)
	Carrying Amount		Level 1		Level 2		Level 3
Liabilities
Acquisition-related contingent consideration (1)	$	13,017	$	—	$	—	$	13,017

Total	$	13,017	$	—	$	—	$	13,017


	December 31, 2022
			Hierarchy Level (Fair Value)
	Carrying Amount		Level 1		Level 2		Level 3
Liabilities
Acquisition-related contingent consideration (1)	$	14,988	$	—	$	—	$	14,988
2023 Convertible Notes (2)	315,172		—		509,682		—
Total	$	330,160	$	—	$	509,682	$	14,988

(1)The short-term portion is included in “Accounts payable, accrued expenses and other” and the long-term portion is included in “Other liabilities” on the Condensed Consolidated Balance Sheets.

(2)The carrying amount includes unamortized deferred debt issuance costs.

The fair values of financial instruments not included in the tables above are estimated to be equal to their carrying values as of September 30, 2023 and December 31, 2022.

We estimated the fair value of our 2023 Convertible Notes based on their last actively traded prices. The fair value of our 2023 Convertible Notes was classified within Level 2 of the fair value hierarchy as of December 31, 2022 because it was traded in less active markets. As of September 30, 2023, no 2023 Convertible Notes remain outstanding.

We estimate the fair value of acquisition-related contingent consideration using either a probability-weighted discounted cash flow model or a Monte Carlo pricing model. These fair value estimates represent Level 3 measurements as they are based on significant inputs not observed in the market and reflect our own assumptions. Significant increases (or decreases) in these unobservable inputs in isolation would result in significantly lower (or higher) fair values. We reassess the fair value of our acquisition-related contingent consideration at each reporting period based on additional information as it becomes available.

The change in our liability for our Level 3 financial instruments is as follows:


	Contingent Consideration
Balance at December 31, 2022	$	14,988

Accretion expense (1)	$	1,284
Payments	(3,430)

Foreign currency translation adjustment (2)	238
Balance at March 31, 2023	$	13,080

Accretion expense (1)	2,259
Payments	(2,423)
Foreign currency translation adjustment (2)	67

Balance at June 30, 2023	$	12,983

Accretion expense (1)	720
Payments	(500)
Foreign currency translation adjustment (2)	(186)
Balance at September 30, 2023	$	13,017


	Contingent Consideration
Balance at December 31, 2021	$	15,110
Additions	$	5,370
Accretion expense (1)	(979)
Payments	(4,430)

Foreign currency translation adjustment (2)	(115)
Balance at March 31, 2022	$	14,956

Accretion expense (1)	1,112
Payments	(2,240)
Foreign currency translation adjustment (2)	(465)

Balance at June 30, 2022	$	13,363

Accretion expense (1)	730
Payments	(1,000)
Foreign currency translation adjustment and other (2)	(246)
Balance at September 30, 2022	$	12,847

(1)Accretion expense is included in SG&A expenses on the Condensed Consolidated Statements of Comprehensive Income.

(2)Foreign currency translation adjustments are included in “Other comprehensive loss, net of tax” on the Condensed Consolidated Statements of Comprehensive Income.

8. Debt

The table below presents the components of the Company’s debt:


	September 30, 2023		December 31, 2022
2023 Convertible Notes	$	—	$	316,219
Credit Facility	285,000		—
Total debt	285,000		316,219

Less: deferred debt issuance costs	—		(1,047)
Long-term debt, net (1)	$	285,000	$	315,172

(1)There were no current portions of long-term debt as of September 30, 2023 and December 31, 2022.

2023 Convertible Notes

On August 20, 2018, we issued the 2023 Convertible Notes in an aggregate principal amount of $316.3 million. The 2023 Convertible Notes were convertible through the close of business on August 14, 2023 at a conversion rate of 9.8643 shares of our common stock per $1,000 principal amount of the 2023 Convertible Notes (equivalent to a conversion price of approximately $101.38 per share of common stock). Certain holders of the 2023 Convertible Notes elected to convert their 2023 Convertible Notes before they became unconditionally convertible on May 15, 2023, which resulted in the settlement of approximately $0.5 million aggregate principal amount of the 2023 Convertible Notes. The principal amount of the 2023 Convertible Notes of $315.8 million was settled in cash at maturity on August 15, 2023 utilizing existing cash resources, including our senior secured bank revolving credit facility (“Credit Facility”). We also issued 1,460,740 shares of FTI Consulting common stock to holders in connection with the conversion of their 2023 Convertible Notes at maturity, which represents the excess of the conversion value over the principal amount of $280.3 million. The consideration related to the conversion premium issued to the holders who elected to convert their 2023 Convertible Notes before they became unconditionally convertible on May 15, 2023 was immaterial. As of September 30, 2023, no 2023 Convertible Notes remain outstanding.

Interest on the 2023 Convertible Notes was at a fixed rate of 2.0% per year, payable semiannually in arrears on February 15 and August 15 of each year. Contractual interest expense for the 2023 Convertible Notes was $0.8 million and $4.0 million for the three and nine months ended September 30, 2023, respectively, and $1.6 million and $4.7 million for the three and nine months ended September 30, 2022, respectively.

Credit Facility

In November 2022, we amended and restated our credit agreement for our Credit Facility to, among other things, (i) extend the maturity to November 21, 2027, (ii) increase the revolving line of credit limit from $550.0 million to $900.0 million, and (iii) increase the incremental facility from $150.0 million to a maximum of $300.0 million, subject to certain conditions, and incurred an additional $4.0 million of debt issuance costs. The Credit Facility is guaranteed by substantially all of our wholly owned domestic subsidiaries and is secured by a first priority security interest in substantially all of the assets of FTI Consulting and such domestic subsidiaries.

Borrowings under the Credit Facility bear interest at a rate equal to, in the case of: (i) U.S. Dollars (“USD”), at our option, Adjusted Term Secured Overnight Financing Rate (“SOFR”) or Adjusted Daily Simple SOFR, (ii) euro, Euro Interbank Offered Rate, (iii) British pound, Sterling Overnight Index Average Reference Rate, (iv) Australian dollars, Bank Bill Swap Reference Bid Rate, (v) Canadian dollars, Canadian Dollar Offered Rate, (vi) Swiss franc, Swiss Average Rate Overnight, and (vii) Japanese yen, Tokyo Interbank Offered Rate, in each case, plus an applicable margin that will fluctuate between 1.25% per annum and 2.00% per annum based upon the Company’s Consolidated Total Net Leverage Ratio (as defined in the Credit Facility) at such time or, in the case of USD borrowings, an alternative base rate plus an applicable margin that will fluctuate between 0.25% per annum and 1.00% per annum based upon the Company’s Consolidated Total Net Leverage Ratio at such time. The alternative base rate is a fluctuating rate per annum equal to the highest of (1) the federal funds rate plus the sum of 50 basis points, (2) the rate of interest in effect for such day as the prime rate announced by Bank of America, and (3) the one-month Term SOFR plus 100 basis points.

Under the Credit Facility, we are required to pay a commitment fee rate that fluctuates between 0.20% and 0.35% per annum and a letter of credit fee rate that fluctuates between 1.25% and 2.00% per annum, in each case, based upon the Company’s Consolidated Total Net Leverage Ratio.

The Company classified the borrowings under the Credit Facility as long-term debt in the accompanying Condensed Consolidated Balance Sheets, as we have the intent and unilateral ability to refinance any borrowings on a continuous basis through the maturity of the Credit Facility on November 21, 2027. As of September 30, 2023, $0.1 million of the borrowing limit under the Credit Facility was utilized (and, therefore, unavailable) for letters of credit.

There were $3.6 million and $4.3 million of unamortized debt issuance costs related to the Credit Facility as of September 30, 2023 and December 31, 2022, respectively. These amounts are included in “Other assets” on our Condensed Consolidated Balance Sheets.

9. Leases

We lease office space and equipment under non-cancelable operating leases. We recognize operating lease expense on a straight-line basis over the lease term, which may include renewal or termination options that are reasonably certain of exercise. Most leases include one or more options to renew, with renewal terms that can extend the lease term up to seven years. The exercise of lease renewal options is at our sole discretion. Certain of our lease agreements include rental payments that are adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The table below summarizes the carrying amount of our operating lease assets and liabilities:


Leases	Classification	September 30, 2023		December 31, 2022
Assets
Operating lease assets	Operating lease assets	$	202,505	$	203,764
Total lease assets		$	202,505	$	203,764
Liabilities
Current
Operating lease liabilities	Accounts payable, accrued expenses and other	$	33,052	$	31,922
Noncurrent
Operating lease liabilities	Noncurrent operating lease liabilities	217,755		221,604
Total lease liabilities		$	250,807	$	253,526

The table below summarizes total lease costs:


	Three Months Ended September 30,				Nine Months Ended September 30,
Lease Cost	2023		2022		2023		2022
Operating lease costs	$	12,923	$	11,874	$	38,871	$	36,328
Short-term lease costs	756		441		2,156		1,573
Variable lease costs	3,468		3,456		9,884		9,434
Sublease income	(320)		(224)		(959)		(610)
Total lease cost, net	$	16,827	$	15,547	$	49,952	$	46,725

The maturity analysis below summarizes the remaining future undiscounted cash flows for our operating leases and includes a reconciliation to operating lease liabilities reported on the Condensed Consolidated Balance Sheets:


	As of September 30, 2023
2023 (remaining)	$	11,313
2024	52,021
2025	43,709
2026	39,525
2027	39,207
Thereafter	131,863
Total future lease payments	317,638
Less: imputed interest	(66,831)
Total	$	250,807

The table below includes cash paid for our operating lease liabilities, other non-cash information, our weighted average remaining lease term and weighted average discount rate:


	Nine Months Ended September 30,
		2023			2022
Cash paid for amounts included in the measurement of operating lease liabilities		$	41,793		$	38,297

Operating lease assets obtained in exchange for lease liabilities		$	26,488		$	16,644

Weighted average remaining lease term (years)
Operating leases		8.0			8.5

Weighted average discount rate
Operating leases		5.8		%	5.5		%

10. Commitments and Contingencies

We are subject to legal actions arising in the ordinary course of business. In management’s opinion, we believe we have adequate legal defenses and/or insurance coverage with respect to the eventuality of such actions. We are not aware of any asserted or unasserted legal proceedings or claims that we believe would have a material adverse effect on our financial condition or results of our operations.

11. Share-Based Compensation

During the nine months ended September 30, 2023, we granted 87,001 restricted share awards, 99,922 restricted stock units and 79,682 performance stock units under the FTI Consulting, Inc. 2017 Omnibus Incentive Compensation Plan, our employee equity compensation plan. Our performance stock units are presented at the maximum potential payout percentage of 150% of target shares granted. These awards are recorded as equity on the Condensed Consolidated Balance Sheets. During the nine months ended September 30, 2023, 6,340 shares of restricted stock, 2,534 restricted stock units and no stock options were forfeited prior to the completion of the applicable vesting requirements. Additionally, 13,021 performance stock units were forfeited during the nine months ended September 30, 2023, including award targets that were not achieved.

Total share-based compensation expense, net of forfeitures is detailed in the following table:


	Three Months Ended September 30,				Nine Months Ended September 30,
Income Statement Classification	2023		2022		2023		2022
Direct cost of revenues	$	4,407	$	3,510	$	13,667	$	11,456
Selling, general and administrative expenses	3,581		2,227		12,488		9,450

Total share-based compensation expense	$	7,988	$	5,737	$	26,155	$	20,906

12. Stockholders’ Equity

On June 2, 2016, our Board of Directors authorized a stock repurchase program of up to $100.0 million (the “Repurchase Program”). On each of May 18, 2017, December 1, 2017, February 21, 2019 and February 20, 2020, our Board of Directors authorized an additional $100.0 million. On each of July 28, 2020 and December 3, 2020, our Board of Directors authorized an additional $200.0 million. On December 1, 2022, our Board of Directors authorized an additional $400.0 million, increasing the Repurchase Program to an aggregate authorization of $1.3 billion. No time limit has been established for the completion of the Repurchase Program, and the Repurchase Program may be suspended, discontinued or replaced by the Board of Directors at any time without prior notice. As of September 30, 2023, we had $460.7 million available under the Repurchase Program to repurchase additional shares.

The following table details our stock repurchases under the Repurchase Program:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Shares of common stock repurchased and retired	—		128		112		149
Average price paid per share	$	—	$	159.87	$	158.70	$	157.48
Total cost	$	—	$	20,430	$	17,797	$	23,528

As we repurchase our common shares, we reduce stated capital on our Condensed Consolidated Balance Sheets for the $0.01 of par value of the shares repurchased, with the excess purchase price over par value recorded as a reduction to additional paid-in capital. If additional paid-in capital is reduced to zero, we record the remainder of the excess purchase price over par value as a reduction of retained earnings.

Common stock outstanding was approximately 35.5 million shares and 34.0 million shares as of September 30, 2023 and December 31, 2022, respectively. Common stock outstanding includes unvested restricted stock awards, which are considered issued and outstanding under the terms of the restricted stock award agreements. The increase in common stock outstanding was primarily due to the issuance of a total of 1,460,740 shares of our common stock to holders in connection with the conversion of their 2023 Convertible Notes at maturity.

13. Segment Reporting

We manage our business in five reportable segments: Corporate Finance, FLC, Economic Consulting, Technology and Strategic Communications.

Our Corporate Finance segment focuses on the strategic, operational, financial, transactional and capital needs of our clients around the world. Our clients include companies, boards of directors, investors, private equity sponsors, lenders, and other financing sources and creditor groups, as well as other parties-in-interest. We deliver a wide range of services centered around three core offerings: Business Transformation & Strategy, Transactions and Turnaround & Restructuring.

Our FLC segment provides law firms, companies, boards of directors, government entities, private equity firms and other interested parties with a multidisciplinary and independent range of services in risk and investigations and disputes, including cybersecurity, and a focus on highly regulated industries such as our Construction & Environmental Solutions and Health Solutions services. These services are supported by our data & analytics technology-enabled solutions, which help our clients analyze large, disparate sets of data related to their business operations and support our clients during regulatory inquiries and commercial disputes. We deliver a wide range of services centered around five core offerings: Construction & Environmental Solutions, Data & Analytics, Disputes, Health Solutions and Risk and Investigations.

Our Economic Consulting segment, including subsidiary Compass Lexecon LLC, provides law firms, companies, government entities and other interested parties with analyses of complex economic issues for use in international arbitration, legal and regulatory proceedings, and strategic decision making and public policy debates around the world. We deliver a wide range of services centered around three core offerings: Antitrust & Competition Economics, Financial Economics and International Arbitration.

Our Technology segment provides companies, law firms, private equity firms and government entities with a comprehensive global portfolio of digital insights and risk management consulting services. Our professionals help organizations better address risk as the growing volume and variety of enterprise data intersects with legal, regulatory and compliance needs. We deliver a wide range of expert solutions driven by investigations, litigation, mergers & acquisitions, antitrust and competition, and compliance and risk through three core offerings: Corporate Legal Department Consulting, E-discovery Services and Expertise, and Information Governance, Privacy & Security services.

Our Strategic Communications segment develops and executes communications strategies to help management teams, boards of directors, law firms, governments and regulators manage change and mitigate risk surrounding transformational and disruptive events, including transactions, investigations, disputes, crises, regulation and legislation. We deliver a wide range of services centered around three core offerings: Corporate Reputation, Financial Communications and Public Affairs.

Effective July 1, 2023, we modified the composition of two of our reportable segments to reflect changes in how we operate our business. We transferred 127 billable professionals in our health solutions practice within our FLC segment who focus on business transformation services in the healthcare and life sciences sector to our business transformation & strategy practice within our Corporate Finance segment. This change aligns this group of professionals with the broader business transformation capabilities within the Corporate Finance segment. Eighty-three billable professionals who focus on advisory

and managed care services within the health solutions practice remained in the FLC segment. Prior period Corporate Finance and FLC segment information included in this Quarterly Report on Form 10-Q has been reclassified to conform to the current period presentation.

We evaluate the performance of our operating segments based on Adjusted Segment EBITDA, a GAAP financial measure. We define Adjusted Segment EBITDA as a segment’s share of consolidated operating income before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. 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. We use Adjusted Segment EBITDA as a basis to internally evaluate the financial performance of our segments because we believe it reflects current core operating performance and provides an indicator of the segment’s ability to generate cash.

The table below presents revenues and Adjusted Segment EBITDA for our reportable segments:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues
Corporate Finance (1)	$	347,560	$	282,029	$	981,124	$	841,804
FLC (1)	166,137		143,289		488,636		432,054
Economic Consulting	193,866		193,183		565,283		523,201
Technology	98,860		84,915		286,922		243,181
Strategic Communications	86,838		72,449		242,593		214,237
Total revenues	$	893,261	$	775,865	$	2,564,558	$	2,254,477
Adjusted Segment EBITDA
Corporate Finance (1)	$	68,094	$	53,519	$	165,450	$	165,683
FLC (1)	21,480		16,175		68,861		46,464
Economic Consulting	27,756		32,913		77,472		75,754
Technology	14,873		13,213		50,326		34,940
Strategic Communications	13,454		12,947		35,273		40,133
Total Adjusted Segment EBITDA	$	145,657	$	128,767	$	397,382	$	362,974

(1)Effective July 1, 2023, Corporate Finance and FLC segment information for the prior periods has been recast in this Quarterly Report on Form 10-Q to include the reclassification of the portion of the Company’s health solutions practice in the FLC segment to our business transformation & strategy practice within our Corporate Finance segment.

The table below reconciles net income to Total Adjusted Segment EBITDA:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income	$	83,317	$	77,267	$	193,259	$	188,016
Add back:
Income tax provision	24,385		15,836		62,067		46,156
Interest income and other	(5,147)		(7,771)		(3,221)		(10,418)
Interest expense	4,474		2,378		10,435		7,468

Unallocated corporate expenses	27,589		30,470		101,349		99,524
Segment depreciation expense	9,699		8,273		28,554		24,909
Amortization of intangible assets	1,340		2,314		4,939		7,319


Total Adjusted Segment EBITDA	$	145,657	$	128,767	$	397,382	$	362,974


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

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, 2023 and 2022, 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, 2022 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.

BUSINESS OVERVIEW

FTI Consulting, Inc., including its consolidated subsidiaries (collectively, the “Company,” “we,” “our” or “FTI Consulting”), is a global business advisory firm dedicated to helping organizations manage change, mitigate risk and resolve disputes: financial, legal, operational, political & regulatory, reputational and transactional. Individually, each of our segments and practices is staffed with experts recognized for the depth of their knowledge and a track record of making an impact. Collectively, FTI Consulting offers a comprehensive suite of services designed to assist clients across the business cycle, from proactive risk management to rapid response to unexpected events and dynamic environments.

We report financial results for the following five reportable segments:

Our Corporate Finance & Restructuring (“Corporate Finance”) segment focuses on the strategic, operational, financial, transactional and capital needs of our clients around the world. Our clients include companies, boards of directors, investors, private equity sponsors, lenders, and other financing sources and creditor groups, as well as other parties-in-interest. We deliver a wide range of services centered around three core offerings: Business Transformation & Strategy, Transactions and Turnaround & Restructuring.

Our Forensic and Litigation Consulting (“FLC”) segment provides law firms, companies, boards of directors, government entities, private equity firms and other interested parties with a multidisciplinary and independent range of services in risk and investigations and disputes, including cybersecurity, and a focus on highly regulated industries such as our Construction & Environmental Solutions and Health Solutions services. These services are supported by our data & analytics technology-enabled solutions, which help our clients analyze large, disparate sets of data related to their business operations and support our clients during regulatory inquiries and commercial disputes. We deliver a wide range of services centered around five core offerings: Construction & Environmental Solutions, Data & Analytics, Disputes, Health Solutions and Risk and Investigations.

Our Technology segment provides companies, law firms, private equity firms and government entities with a comprehensive global portfolio of digital insights and risk management consulting services. Our professionals help organizations better address risk as the growing volume and variety of enterprise data intersects with legal, regulatory and compliance needs. We deliver a wide range of expert solutions driven by investigations, litigation, mergers & acquisitions (“M&A”), antitrust and competition, and compliance and risk through three core offerings: Corporate Legal Department Consulting, E-discovery Services and Expertise, and Information Governance, Privacy & Security services.

transformation capabilities within the Corporate Finance segment. Eighty-three billable professionals who focus on advisory and managed care services within the health solutions practice remained in the FLC segment. Prior period Corporate Finance and FLC segment information included in this Quarterly Report on Form 10-Q has been reclassified to conform to the current period presentation.

We derive substantially all of our revenues from providing professional services to both U.S. and global clients. Most of our services are rendered under time and expense contract arrangements, which require the client to pay us based on the number of hours worked at contractually agreed-upon rates. Under this arrangement, we typically bill our clients for reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs. Certain contracts are rendered under fixed-fee arrangements, which require the client to pay a fixed fee in exchange for a predetermined set of professional services. Fixed-fee arrangements may require certain clients to pay us a recurring retainer. Our contract arrangements may also contain success fees or performance-based arrangements in which our fees are based on the attainment of contractually defined objectives with our client. This type of success fee may supplement a time and expense or fixed-fee arrangement. Success fee revenues may cause variations in our revenues and operating results due to the timing of when achieving the performance-based criteria becomes probable. Seasonal factors, such as the timing of our employees’ and clients’ vacations and holidays, may impact the timing of our revenues across our segments.

In our Technology segment, certain clients are billed based on the amount of data storage used or the volume of information processed. Unit-based revenues are defined as revenues billed on a per item, per page or another unit-based method and include revenues from data processing and hosting. Unit-based revenues include revenues associated with the software products that are made available to customers via a web browser (“on-demand”). On-demand revenues are charged on a unit or monthly basis and include, but are not limited to, processing and review related functions.

Our financial results are primarily driven by:

•the number, size and type of engagements we secure;

•the rate per hour or fixed charges we charge our clients for services;

•the utilization rates of the revenue-generating professionals we employ;

•the timing of revenue recognition related to revenues subject to certain performance-based contingencies;

•the number of revenue-generating professionals;

•the types of assignments we are working on at different times;

•the length of the billing and collection cycles; and

•the geographic locations of our clients or locations in which services are rendered.

We define acquisition growth as revenues of acquired companies in the first 12 months following the effective date of an acquisition. When significant, we identify the impact of acquisition-related revenue growth.

When significant, we identify the estimated impact of foreign currency (“FX”) driven by our businesses with functional currencies other than the U.S. dollar (“USD”). The estimated impact of FX on the period-to-period performance results is calculated as the difference between the prior period results, multiplied by the average FX exchange rates to USD in the current period and the prior period results, multiplied by the average FX exchange rates to USD in the prior period.

Non-GAAP Financial Measures

In the accompanying analysis of financial information, we sometimes use information derived from consolidated and segment financial information that may not be presented in our financial statements or prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). Certain of these financial measures are considered not in conformity with GAAP (“non-GAAP financial measures”) under the SEC rules. Specifically, we have referred to the following non-GAAP financial measures:

•Total Segment Operating Income

•Adjusted EBITDA

•Total Adjusted Segment EBITDA

•Adjusted EBITDA Margin

•Adjusted Net Income

•Adjusted Earnings per Diluted Share

•Free Cash Flow

We have included the definitions of Segment Operating Income and Adjusted Segment EBITDA, which are GAAP financial measures, below in order to more fully define the components of certain non-GAAP financial measures in the accompanying analysis of financial information. As described in Note 13, “Segment Reporting” in Part I, Item 1, of this Quarterly Report on Form 10-Q, we evaluate the performance of our operating segments based on Adjusted Segment EBITDA, and Segment Operating Income is a component of the definition of Adjusted Segment EBITDA.

We define Segment Operating Income as a segment’s share of consolidated operating income. We define Total Segment Operating Income, which is a non-GAAP financial measure, as the total of Segment Operating Income for all segments, which excludes unallocated corporate expenses. We use Segment Operating Income for the purpose of calculating Adjusted Segment EBITDA. We define Adjusted Segment EBITDA as a segment’s share of consolidated 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 current 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. We define Adjusted EBITDA, which is a non-GAAP financial measure, as consolidated net income before income tax provision, other non-operating income (expense), depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, gain or loss on sale of a business and losses on early extinguishment of debt. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with a more complete understanding of our operating results, including underlying trends. In addition, EBITDA is a common alternative measure of operating performance used by many of our competitors. It is used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in our industry. Therefore, we also believe that these non-GAAP financial measures, considered along with corresponding GAAP financial measures, provide management and investors with additional information for comparison of our operating results with the operating results of other companies. We define Adjusted EBITDA Margin, which is a non-GAAP financial measure, as Adjusted EBITDA as a percentage of total revenues.

We define Adjusted Net Income and Adjusted Earnings per Diluted Share (“Adjusted EPS”), which are non-GAAP financial measures, as net income and earnings per diluted share (“EPS”), respectively, excluding the impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges, losses on early extinguishment of debt, non-cash interest expense on convertible notes and the gain or loss on sale of a business. We use Adjusted Net Income for the purpose of calculating Adjusted EPS. Management uses Adjusted EPS to assess total Company operating performance on a consistent basis. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with an additional understanding of our business operating results, including underlying trends.

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 an additional understanding of the Company’s ability to generate cash for ongoing business operations and other capital deployment.

Non-GAAP financial measures are not defined in the same manner by all companies and may not be comparable with other similarly titled measures of other companies. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, the information contained in our Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statements of Cash Flows. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included elsewhere in this report.

EXECUTIVE HIGHLIGHTS


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

	(dollar amounts in thousands, except per share data)				(dollar amounts in thousands, except per share data)
Revenues	$	893,261	$	775,865	$	2,564,558	$	2,254,477

Net income	$	83,317	$	77,267	$	193,259	$	188,016
Adjusted EBITDA	$	118,748	$	98,974	$	297,405	$	265,587
Earnings per common share — diluted	$	2.34	$	2.15	$	5.43	$	5.25
Adjusted earnings per common share — diluted	$	2.34	$	2.15	$	5.43	$	5.25
Net cash provided by (used in) operating activities	$	106,675	$	128,292	$	(158,525)	$	(40,439)
Total number of employees	8,089		7,518		8,089		7,518

Third Quarter 2023 Executive Highlights

Revenues

Revenues for the three months ended September 30, 2023 increased $117.4 million, or 15.1%, to $893.3 million, which included a 1.5% estimated positive impact from FX. Excluding the estimated impact from FX, revenues increased $105.4 million, or 13.6%, compared to the three months ended September 30, 2022, primarily due to higher demand in our Corporate Finance, FLC, Strategic Communications and Technology segments.

Net income

Net income for the three months ended September 30, 2023 increased $6.1 million, or 7.8%, to $83.3 million, compared to the three months ended September 30, 2022. The increase in net income was primarily due to higher revenues, which was partially offset by an increase in direct compensation expenses, which included the impact of a 7.8% increase in billable headcount, higher selling, general and administrative (“SG&A”) expenses, which included the impact of a 6.9% increase in non-billable headcount, a higher effective tax rate and a lower FX remeasurement gain compared to the same quarter in the prior year.

Adjusted EBITDA

Adjusted EBITDA for the three months ended September 30, 2023 increased $19.8 million, or 20.0%, to $118.7 million, compared to the three months ended September 30, 2022. Adjusted EBITDA Margin of 13.3% for the three months ended September 30, 2023 compared to 12.8% for the three months ended September 30, 2022. The increase in Adjusted EBITDA was due to higher revenues, which was partially offset by higher direct compensation expenses, which included the impact of a 7.8% increase in billable headcount, and an increase in SG&A expenses, which included the impact of a 6.9% increase in non-billable headcount, compared to the same quarter in the prior year.

EPS and Adjusted EPS

EPS for the three months ended September 30, 2023 increased $0.19 to $2.34 compared to $2.15 for the three months ended September 30, 2022. The increase in EPS was primarily due to higher net income as described above.

Adjusted EPS was equal to EPS for the three months ended September 30, 2023 and 2022, respectively.

Liquidity and Capital Allocation

Net cash provided by operating activities for the three months ended September 30, 2023 decreased $21.6 million to $106.7 million, compared to $128.3 million for the three months ended September 30, 2022. The decrease in net cash provided by operating activities was primarily due to cash collections not keeping pace with the increase in revenues and not sufficiently offsetting the increase in salaries and other employee cash compensation, largely related to headcount growth, and higher operating expenses. Days sales outstanding (“DSO”) was 114 days at September 30, 2023 compared to 106 days at September 30, 2022. The increase in DSO was primarily due to cash collections that have not kept pace with higher revenues.

Free Cash Flow was an inflow of $92.5 million and $115.0 million for the three months ended September 30, 2023 and 2022, respectively. The decrease in Free Cash Flow for the three months ended September 30, 2023 was primarily due to lower net cash provided by operating activities, as described above.

Headcount

The following table includes the net headcount additions (reductions) by segment and in total for the nine months ended September 30, 2023.


	Billable Headcount
		Corporate Finance (1)	FLC (1)	Economic Consulting	Technology	Strategic Communications	Total	Non-Billable Headcount	Total Headcount
December 31, 2022		2,100	1,430	1,007	556	970	6,063	1,572	7,635
Additions (reductions), net		52	(3)	24	25	25	123	36	159
March 31, 2023		2,152	1,427	1,031	581	995	6,186	1,608	7,794
Additions (reductions), net		18	14	8	8	(3)	45	14	59
June 30, 2023