Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 21, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-50976 | |
Entity Registrant Name | HURON CONSULTING GROUP INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 01-0666114 | |
Entity Address, Address Line One | 550 West Van Buren Street | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60607 | |
City Area Code | (312) | |
Local Phone Number | 583-8700 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | HURN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 20,784,210 | |
Entity Central Index Key | 0001289848 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 11,958 | $ 20,781 |
Receivables from clients, net of allowances of $8,115 and $8,827, respectively | 150,973 | 122,316 |
Unbilled services, net of allowances of $3,493 and $2,637, respectively | 118,825 | 91,285 |
Income tax receivable | 677 | 8,071 |
Prepaid expenses and other current assets | 21,279 | 15,229 |
Total current assets | 303,712 | 257,682 |
Property and equipment, net | 27,214 | 31,004 |
Deferred income taxes, net | 1,775 | 1,804 |
Long-term investments | 96,982 | 72,584 |
Operating lease right-of-use assets | 32,018 | 35,311 |
Other non-current assets | 64,096 | 68,191 |
Intangible assets, net | 28,271 | 31,894 |
Goodwill | 623,841 | 620,879 |
Total assets | 1,177,909 | 1,119,349 |
Current liabilities: | ||
Accounts payable | 10,983 | 13,621 |
Accrued expenses and other current liabilities | 25,549 | 22,519 |
Accrued payroll and related benefits | 92,738 | 139,131 |
Current maturities of long-term debt | 0 | 559 |
Current maturities of operating lease liabilities | 10,241 | 10,142 |
Deferred revenues | 18,969 | 19,212 |
Total current liabilities | 158,480 | 205,184 |
Non-current liabilities: | ||
Deferred compensation and other liabilities | 32,370 | 43,458 |
Long-term debt, net of current portion | 342,000 | 232,221 |
Operating lease liabilities, net of current portion | 49,093 | 54,313 |
Deferred income taxes, net | 20,607 | 12,273 |
Total non-current liabilities | 444,070 | 342,265 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Common stock; $0.01 par value; 500,000,000 shares authorized; 23,492,632 and 24,364,814 shares issued, respectively | 232 | 239 |
Treasury stock, at cost, 2,681,730 and 2,495,172 shares, respectively | (136,425) | (135,969) |
Additional paid-in capital | 374,280 | 413,794 |
Retained earnings | 317,723 | 276,996 |
Accumulated other comprehensive income | 19,549 | 16,840 |
Total stockholders’ equity | 575,359 | 571,900 |
Total liabilities and stockholders’ equity | $ 1,177,909 | $ 1,119,349 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 8,115 | $ 8,827 |
Unbilled services, allowance for credit losses | $ 3,493 | $ 2,637 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (shares) | 23,492,632 | 24,364,814 |
Treasury stock, shares (shares) | 2,681,730 | 2,495,172 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues and reimbursable expenses: | ||||
Revenues | $ 273,325 | $ 230,126 | $ 533,374 | $ 433,339 |
Reimbursable expenses | 7,492 | 3,252 | 12,218 | 5,186 |
Total revenues and reimbursable expenses | 280,817 | 233,378 | 545,592 | 438,525 |
Operating expenses: | ||||
Direct costs (exclusive of depreciation and amortization included below) | 189,233 | 161,526 | 376,480 | 309,641 |
Reimbursable expenses | 7,576 | 3,316 | 12,332 | 5,319 |
Selling, general and administrative expenses | 46,033 | 45,190 | 94,428 | 84,998 |
Restructuring charges | 2,069 | 861 | 3,624 | 1,489 |
Depreciation and amortization | 6,902 | 6,356 | 13,766 | 12,709 |
Total operating expenses | 251,813 | 217,249 | 500,630 | 414,156 |
Operating income | 29,004 | 16,129 | 44,962 | 24,369 |
Other income (expense), net: | ||||
Interest expense, net of interest income | (2,446) | (2,029) | (4,642) | (3,748) |
Other income (expense), net | (4,881) | 2,151 | 19,484 | 2,571 |
Total other income (expense), net | (7,327) | 122 | 14,842 | (1,177) |
Income before taxes | 21,677 | 16,251 | 59,804 | 23,192 |
Income tax expense | 7,802 | 3,454 | 19,077 | 4,990 |
Net income | $ 13,875 | $ 12,797 | $ 40,727 | $ 18,202 |
Earnings per share: | ||||
Net income per basic share (in dollars per share) | $ 0.67 | $ 0.59 | $ 1.97 | $ 0.84 |
Net income (USD per share) | $ 0.66 | $ 0.59 | $ 1.94 | $ 0.82 |
Weighted average shares used in calculating earnings per share: | ||||
Basic (shares) | 20,582 | 21,555 | 20,715 | 21,743 |
Diluted (shares) | 20,967 | 21,871 | 21,047 | 22,105 |
Comprehensive income (loss): | ||||
Net income (loss) | $ 13,875 | $ 12,797 | $ 40,727 | $ 18,202 |
Foreign currency translation adjustments, net of tax | (656) | 82 | (699) | 482 |
Unrealized gain (loss) on investment, net of tax | 773 | 1,422 | (1,888) | (3,226) |
Unrealized gain on cash flow hedging instruments, net of tax | 971 | 218 | 5,296 | 1,647 |
Other comprehensive income (loss) | 1,088 | 1,722 | 2,709 | (1,097) |
Comprehensive income | $ 14,963 | $ 14,519 | $ 43,436 | $ 17,105 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income |
Beginning balance (shares) at Dec. 31, 2020 | 24,560,855 | 2,812,896 | ||||
Beginning balance at Dec. 31, 2020 | $ 551,942 | $ 246 | $ (129,886) | $ 454,512 | $ 214,009 | $ 13,061 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income | 17,105 | 18,202 | (1,097) | |||
Restricted stock awards, net of cancellations (shares) | 398,551 | (81,009) | ||||
Restricted stock awards, net of cancellations | 0 | $ 4 | $ 3,173 | (3,177) | ||
Exercise of stock options (shares) | 13,403 | |||||
Exercise of stock options | 422 | 422 | ||||
Share-based compensation | 12,563 | 12,563 | ||||
Shares redeemed for employee tax withholdings (shares) | (168,046) | |||||
Shares redeemed for employee tax withholdings | (8,651) | $ 8,651 | ||||
Stock repurchased and retired (shares) | (651,081) | |||||
Share repurchases | (35,243) | $ (7) | (35,236) | |||
Ending balance (shares) at Jun. 30, 2021 | 24,321,728 | 2,899,933 | ||||
Ending balance at Jun. 30, 2021 | 538,138 | $ 243 | $ (135,364) | 429,084 | 232,211 | 11,964 |
Beginning balance (shares) at Mar. 31, 2021 | 24,698,499 | 2,887,999 | ||||
Beginning balance at Mar. 31, 2021 | 541,003 | $ 247 | $ (134,611) | 445,711 | 219,414 | 10,242 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income | 14,519 | 12,797 | 1,722 | |||
Restricted stock awards, net of cancellations (shares) | 21,820 | 9,091 | ||||
Restricted stock awards, net of cancellations | 0 | $ 0 | $ (605) | 605 | ||
Exercise of stock options (shares) | 6,772 | |||||
Exercise of stock options | 248 | 248 | ||||
Share-based compensation | 4,575 | 4,575 | ||||
Shares redeemed for employee tax withholdings (shares) | (2,843) | |||||
Shares redeemed for employee tax withholdings | (148) | $ (148) | ||||
Stock repurchased and retired (shares) | (405,363) | |||||
Share repurchases | (22,059) | $ (4) | (22,055) | |||
Ending balance (shares) at Jun. 30, 2021 | 24,321,728 | 2,899,933 | ||||
Ending balance at Jun. 30, 2021 | 538,138 | $ 243 | $ (135,364) | 429,084 | 232,211 | 11,964 |
Beginning balance (shares) at Dec. 31, 2021 | 23,868,918 | 2,908,849 | ||||
Beginning balance at Dec. 31, 2021 | 571,900 | $ 239 | $ (135,969) | 413,794 | 276,996 | 16,840 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income | 43,436 | |||||
Restricted stock awards, net of cancellations (shares) | 304,938 | (115,125) | ||||
Restricted stock awards, net of cancellations | 0 | $ 3 | $ 6,555 | (6,558) | ||
Exercise of stock options (shares) | 30,536 | |||||
Exercise of stock options | 1,185 | 1,185 | ||||
Share-based compensation | 18,100 | 18,100 | ||||
Shares redeemed for employee tax withholdings (shares) | (142,075) | |||||
Shares redeemed for employee tax withholdings | (7,011) | $ 7,011 | ||||
Stock repurchased and retired (shares) | (1,020,946) | |||||
Share repurchases | (52,251) | $ (10) | (52,241) | |||
Ending balance (shares) at Jun. 30, 2022 | 23,183,446 | 2,935,799 | ||||
Ending balance at Jun. 30, 2022 | 575,359 | $ 232 | $ (136,425) | 374,280 | 317,723 | 19,549 |
Beginning balance (shares) at Mar. 31, 2022 | 23,639,953 | 2,918,100 | ||||
Beginning balance at Mar. 31, 2022 | 582,282 | $ 237 | $ (135,367) | 395,103 | 303,848 | 18,461 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income | 14,963 | |||||
Restricted stock awards, net of cancellations (shares) | 27,309 | 15,115 | ||||
Restricted stock awards, net of cancellations | 0 | $ 0 | $ (931) | 931 | ||
Exercise of stock options (shares) | 13,731 | |||||
Exercise of stock options | 538 | 538 | ||||
Share-based compensation | 6,049 | 6,049 | ||||
Shares redeemed for employee tax withholdings (shares) | (2,584) | |||||
Shares redeemed for employee tax withholdings | (127) | $ (127) | ||||
Stock repurchased and retired (shares) | (497,547) | |||||
Share repurchases | (28,346) | $ (5) | (28,341) | |||
Ending balance (shares) at Jun. 30, 2022 | 23,183,446 | 2,935,799 | ||||
Ending balance at Jun. 30, 2022 | $ 575,359 | $ 232 | $ (136,425) | $ 374,280 | $ 317,723 | $ 19,549 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 40,727 | $ 18,202 |
Adjustments to reconcile net income to cash flows from operating activities: | ||
Depreciation and amortization | 13,766 | 12,923 |
Non-cash lease expense | 3,174 | 3,301 |
Share-based compensation | 15,166 | 11,566 |
Amortization of debt discount and issuance costs | 397 | 397 |
Allowances for doubtful accounts | 47 | 0 |
Deferred income taxes | 7,089 | (48) |
Gain on sale of property and equipment, excluding transaction costs | (1,117) | (158) |
Change in fair value of contingent consideration liabilities | 33 | 42 |
Change in fair value of preferred stock investment | (26,964) | 0 |
Other Noncash Income | 0 | 78 |
Changes in operating assets and liabilities, net of acquisitions and divestiture: | ||
(Increase) decrease in receivables from clients, net | (28,825) | (27,749) |
(Increase) decrease in unbilled services, net | (28,329) | (36,088) |
(Increase) decrease in current income tax receivable / payable, net | 9,394 | 3,366 |
(Increase) decrease in other assets | 3,984 | (1,117) |
Increase (decrease) in accounts payable and other liabilities | (13,524) | 5,038 |
Increase (decrease) in accrued payroll and related benefits | (43,420) | (42,487) |
Increase (decrease) in deferred revenues | (1,834) | (9,080) |
Net cash used in operating activities | (50,236) | (61,970) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (6,800) | (5,439) |
Purchases of business, net of cash acquired | (1,948) | (5,886) |
Capitalization of internally developed software costs | (3,974) | (2,508) |
Proceeds from Sale and Collection of Notes Receivable | 157 | 0 |
Proceeds from sale of property and equipment | 4,750 | 158 |
Divestiture of business | 207 | 0 |
Payments for (Proceeds from) Life Insurance Policies | 0 | 77 |
Net cash used in investing activities | (7,608) | (13,752) |
Cash flows from financing activities: | ||
Proceeds from exercises of stock options | 1,185 | 422 |
Shares redeemed for employee tax withholdings | (7,011) | (8,651) |
Share repurchases | (52,443) | (35,243) |
Proceeds from bank borrowings | 224,000 | 139,000 |
Repayments of bank borrowings | (114,780) | (74,270) |
Deferred payments on business acquisitions | (1,875) | 0 |
Net cash provided by financing activities | 49,076 | 21,258 |
Effect of exchange rate changes on cash | (55) | 269 |
Net decrease in cash and cash equivalents | (8,823) | (54,195) |
Cash and cash equivalents at beginning of the period | 20,781 | 67,177 |
Cash and cash equivalents at end of the period | 11,958 | 12,982 |
Non-cash investing and financing activities: | ||
Property and equipment expenditures and capitalized software included in accounts payable, accrued expenses and accrued payroll and related benefits | 3,134 | 3,315 |
Operating lease right-of-use asset obtained in exchange for operating lease liability | 102 | 0 |
Contingent consideration related to purchase of business | $ 869 | $ 0 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Huron is a global professional services firm that creates innovative strategies, optimizes operations and accelerates digital transformation using an enterprise portfolio of technology, data and analytics solutions to empower clients to own their future. By collaborating with clients, embracing diverse perspectives, encouraging new ideas and challenging the status quo, we create sustainable results for the organizations we serve. We provide our services and manage our business under three operating segments: Healthcare, Education and Commercial. See Note 14 “Segment Information” for a discussion of our three segments. Effective January 1, 2022, we modified our operating model to expand and more deeply integrate our industry expertise with our digital, strategic and financial advisory capabilities. The new operating model will strengthen Huron’s go-to-market strategy, drive efficiencies that support margin expansion, and position the company to accelerate growth. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies The accompanying unaudited consolidated financial statements reflect the financial position, results of operations, and cash flows as of and for the three and six months ended June 30, 2022 and 2021. These financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for Quarterly Reports on Form 10-Q. Accordingly, these financial statements do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for annual financial statements. In the opinion of management, these financial statements reflect all adjustments of a normal, recurring nature necessary for the fair statement of our financial position, results of operations, and cash flows for the interim periods presented in conformity with GAAP. These financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the period ended March 31, 2022. Our results for any interim period are not necessarily indicative of results for a full year or any other interim period. In order to better align with industry standards, in the first quarter of 2022, we revised the presentation of our consolidated statement of operations and other comprehensive income (loss) to present depreciation and amortization expense inclusive of amortization of intangible assets and software development costs previously presented within total direct costs and reimbursable expenses. We also aggregated immaterial line items within selling, general and administrative expenses. The change in presentation has no effect on our consolidated results, and our historical consolidated statements of operations and other comprehensive income (loss) were revised for consistent presentation. Preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and related disclosures. The business and economic uncertainty resulting from the coronavirus (COVID-19) pandemic has made such estimates and assumptions more difficult to predict. Accordingly, actual results and outcomes could differ from those estimates. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements Not Yet Adopted In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . In January 2021, the FASB clarified the scope of that guidance with the issuance of ASU 2021-01, Reference Rate Reform (Topic 848): Scope . Together, these ASUs provide optional expedients and exceptions for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The table below sets forth the changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2022. Healthcare Education Commercial (1) Total Balance as of December 31, 2021: Goodwill $ 642,951 $ 121,570 $ 312,250 $ 1,076,771 Accumulated impairment losses (208,081) — (247,811) (455,892) Goodwill, net as of December 31, 2021 434,870 121,570 64,439 620,879 Goodwill reallocation (1) 18,057 (1,417) (16,640) — Goodwill recorded in connection with business acquisitions (2)(3) 162 2,082 718 2,962 Goodwill, net as of June 30, 2022 $ 453,089 $ 122,235 $ 48,517 $ 623,841 (1) The goodwill balance as of December 31, 2021 shown within the Commercial segment related to our Business Advisory segment prior to the modification of our operating model. Effective January 1, 2022, we reallocated a portion of the goodwill within our Business Advisory segment to our Healthcare and Education segments. The remaining goodwill was allocated to our new Commercial segment. (2) On January 18, 2022, we completed the acquisition of AIMDATA, LLC ("AIMDATA"), an advisory and implementation consulting services firm focused on strategy, technology and business transformation. The results of operations of AIMDATA are included within our consolidated financial statements as of the acquisition date and allocated among our three operating industries, which are our reportable segments, based on the engagements delivered by the business. The acquisition of AIMDATA is not significant to our consolidated financial statements. (3) In the first quarter of 2022, we finalized the measurement of assets acquired, including goodwill, and liabilities assumed in the acquisition of Whiteboard Communications Ltd. ("Whiteboard"), a student enrollment advisory firm that helps colleges and universities with recruitment initiatives and financial aid strategies that we acquired in December 2021. The results of operations of Whiteboard are included in our consolidated financial statements and results of operations of our Education segment from the date of acquisition. First Quarter 2022 Goodwill Reallocation Effective January 1, 2022, we modified our operating model to expand and more deeply integrate our industry expertise with our digital, strategic and financial advisory capabilities. To align with the new operating model, effective with reporting for periods beginning January 1, 2022, we began reporting under the following three industries, which are our reportable segments: Healthcare, Education and Commercial. The Commercial segment includes all industries outside of healthcare and education, including, but not limited to, financial services and energy and utilities. In the new reporting structure, each segment includes all revenue and costs associated with engagements delivered in the respective segments' industries. The new Healthcare and Education segments include some revenue and costs historically reported in the Business Advisory segment and the Healthcare segment includes some revenue and costs historically reported in the Education segment. The three reportable segments of Healthcare, Education and Commercial are also our reporting units for goodwill impairment testing purposes. As a result of the reorganization, we reallocated the goodwill balances of our historical reporting units to our new reporting units based on the relative estimated fair values of each component of the historical reporting units to be allocated to the new reporting units. Additionally, we performed a goodwill impairment test on the goodwill balances of each of our reporting units as of January 1, 2022 by comparing the fair value of the reporting unit to its carrying value, including the reallocated goodwill. Based on the results of the goodwill impairment test, we determined the fair values of the Healthcare, Education, and Commercial reporting units exceeded their carrying values by 37%, 199%, and 105%, respectively. As such, we concluded that there was no indication of goodwill impairment for all three reporting units as of January 1, 2022. We relied on the income approach to estimate the fair value of the reporting units for both the goodwill reallocation and the goodwill impairment test. The income approach utilized a discounted cash flow analysis, which involved estimating the expected after-tax cash flows that will be generated by each business and then discounting those cash flows to present value, reflecting the relevant risks associated with each reporting unit and the time value of money. This approach requires the use of significant estimates and assumptions, including forecasted revenue growth rates, forecasted EBITDA margins, and discount rates that reflect the risk inherent in the future cash flows. In estimating future cash flows, we relied on internally generated ten-year forecasts. Our forecasts are based on historical experience, current backlog, expected market demand, and other industry information. Intangible Assets Intangible assets as of June 30, 2022 and December 31, 2021 consisted of the following: As of June 30, 2022 As of December 31, 2021 Useful Life Gross Accumulated Gross Accumulated Customer relationships 3 to 13 $ 77,763 $ 57,261 $ 75,908 $ 53,421 Trade names 6 6,000 5,527 6,000 5,148 Technology and software 2 to 5 13,330 6,791 13,330 5,607 Non-competition agreements 2 to 5 920 216 2,020 1,347 Customer contracts 1 260 207 260 101 Total $ 98,273 $ 70,002 $ 97,518 $ 65,624 Identifiable intangible assets with finite lives are amortized over their estimated useful lives. Customer relationships and customer contracts, as well as certain trade names and technology and software, are amortized on an accelerated basis to correspond to the cash flows expected to be derived from the assets. All other intangible assets with finite lives are amortized on a straight-line basis. Intangible asset amortization expense was $2.8 million and $2.3 million for the three months ended June 30, 2022 and 2021, respectively; and $5.7 million and $4.7 million for the six months ended June 30, 2022 and 2021. The table below sets forth the estimated annual amortization expense for the intangible assets recorded as of June 30, 2022. Year Ending December 31, Estimated Amortization Expense 2022 $ 11,198 2023 $ 7,904 2024 $ 4,514 2025 $ 3,386 2026 $ 2,435 Actual future amortization expense could differ from these estimated amounts as a result of future acquisitions, dispositions, and other factors. |
Revenues
Revenues | 3 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues For the three months ended June 30, 2022 and 2021, we recognized revenues of $273.3 million and $230.1 million, respectively. Of the $273.3 million recognized in the second quarter of 2022, we recognized revenues of $5.1 million from obligations satisfied, or partially satisfied, in prior periods, of which $3.7 million was due to changes in the estimates of our variable consideration under performance-based billing arrangements, and $1.4 million was primarily due to the release of allowances on receivables from clients and unbilled services. Of the $230.1 million recognized in the second quarter of 2021, we recognized revenues of $15.7 million from obligations satisfied, or partially satisfied, in prior periods, of which $13.5 million was due to changes in the estimates of our variable consideration under performance-based billing arrangements, and $2.2 million was primarily due to the release of allowances on receivables from clients and unbilled services. For the six months ended June 30, 2022 and 2021, we recognized revenues of $533.4 million and $433.3 million, respectively. Of the $533.4 million recognized in the first six months of 2022, we recognized revenues of $3.4 million from obligations satisfied, or partially satisfied, in prior periods, of which $2.1 million was due to changes in the estimates of our variable consideration under performance-based billing arrangements, and $1.3 million was primarily due to the release of allowances on receivables from clients and unbilled services. Of the $433.3 million recognized in the first six months of 2021, we recognized revenues of $20.8 million from obligations satisfied, or partially satisfied, in prior periods, of which $13.9 million was due to changes in the estimates of our variable consideration under performance-based billing arrangements, and $6.9 million was primarily due to the release of allowances on receivables from clients and unbilled services. As of June 30, 2022, we had $124.5 million of remaining performance obligations under engagements with original expected durations greater than one year. These remaining performance obligations exclude variable consideration which has been excluded from the total transaction price due to the constraint and performance obligations under time-and-expense engagements which are recognized in the amount invoiced. Of the $124.5 million of performance obligations, we expect to recognize approximately $39.7 million as revenue in 2022, $45.1 million in 2023, and the remaining $39.7 million thereafter. Actual revenue recognition could differ from these amounts as a result of changes in the estimated timing of work to be performed, adjustments to estimated variable consideration in performance-based arrangements, or other factors. Contract Assets and Liabilities The payment terms and conditions in our customer contracts vary. Differences between the timing of billings and the recognition of revenue are recognized as either unbilled services or deferred revenues in the consolidated balance sheets. Unbilled services include revenues recognized for services performed but not yet billed to clients. Services performed that we are not yet entitled to bill because certain events, such as the completion of the measurement period or client approval in performance-based engagements, must occur are recorded as contract assets and included within unbilled services, net. The contract asset balance as of June 30, 2022 and December 31, 2021 was $26.8 million and $23.7 million, respectively. The $3.1 million increase primarily reflects timing differences between the completion of our performance obligations and the amounts billed or billable to clients in accordance with their contractual billing terms. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period, excluding unvested restricted common stock. Diluted earnings per share reflects the potential reduction in earnings per share that could occur if securities or other contracts to issue common stock were exercised or converted into common stock under the treasury stock method. Such securities or other contracts include unvested restricted stock awards, unvested restricted stock units, and outstanding common stock options, to the extent dilutive. In periods for which we report a net loss, diluted weighted average common shares outstanding excludes all potential common stock equivalents as their impact on diluted net loss per share would be anti-dilutive. Earnings per share under the basic and diluted computations are as follows: Three Months Ended Six Months Ended 2022 2021 2022 2021 Net income $ 13,875 $ 12,797 $ 40,727 $ 18,202 Weighted average common shares outstanding – basic 20,582 21,555 20,715 21,743 Weighted average common stock equivalents 385 316 332 362 Weighted average common shares outstanding – diluted 20,967 21,871 21,047 22,105 Net income per basic share $ 0.67 $ 0.59 $ 1.97 $ 0.84 Net income per diluted share $ 0.66 $ 0.59 $ 1.94 $ 0.82 The number of anti-dilutive securities excluded from the computation of the weighted average common stock equivalents presented above for the three and six months ended June 30, 2022 and 2021 were less than 0.1 million shares, and related to unvested restricted stock and outstanding common stock options. In November 2020, our board of directors authorized a share repurchase program permitting us to repurchase up to $50 million of our common stock through December 31, 2021. During the third quarter of 2021, our board of directors authorized an extension of the share repurchase program through December 31, 2022 and increased the authorized amount to $100 million. During the first quarter of 2022, our board of directors authorized a further extension through December 31, 2023 and increased the authorized amount to $200 million. The amount and timing of repurchases under the share repurchase program were and will continue to be determined by management and depend on a variety of factors, including the trading price of our common stock, capacity under our credit facility, general market and business conditions, and applicable legal requirements. All shares repurchased and retired are reflected as a reduction to our basic weighted average shares outstanding based on the trade date of the share repurchase. In the three and six months ended June 30, 2022, we repurchased and retired 497,547 and 1,020,946 shares for $28.3 million and $52.2 million, respectively. Additionally, in the first quarter of 2022, we settled the repurchase of 3,820 shares for $0.2 million that were accrued as of December 31, 2021. In the three and six months ended June 30, 2021, we repurchased and retired 405,363 and 651,081 shares for $22.1 million and $35.2 million, respectively. As of June 30, 2022, $77.9 million remained available for share repurchases under our share repurchase program. |
Financing Arrangements
Financing Arrangements | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | Financing Arrangements A summary of the carrying amounts of our debt follows: June 30, December 31, Senior secured credit facility $ 342,000 $ 230,000 Promissory note due 2024 — 2,780 Total long-term debt 342,000 232,780 Current maturities of long-term debt — (559) Long-term debt, net of current portion $ 342,000 $ 232,221 Senior Secured Credit Facility The Company has a $600 million senior secured revolving credit facility, subject to the terms of a Second Amended and Restated Credit Agreement dated as of March 31, 2015, as amended to date (as amended and modified the "Amended Credit Agreement"), that becomes due and payable in full upon maturity on September 27, 2024. The Amended Credit Agreement provides the option to increase the revolving credit facility or establish term loan facilities in an aggregate amount of up to $150 million, subject to customary conditions and the approval of any lender whose commitment would be increased, resulting in a maximum available principal amount under the Amended Credit Agreement of $750 million. The initial borrowings under the Amended Credit Agreement were used to refinance borrowings outstanding under a prior credit agreement, and future borrowings under the Amended Credit Agreement may be used for working capital, capital expenditures, acquisitions of businesses, share repurchases, and general corporate purposes. Fees and interest on borrowings vary based on our Consolidated Leverage Ratio (as defined in the Amended Credit Agreement). At our option, borrowings under the Amended Credit Agreement will bear interest at one, two, three or six-month LIBOR or an alternate base rate, in each case plus the applicable margin. The applicable margin will fluctuate between 1.125% per annum and 1.875% per annum, in the case of LIBOR borrowings, or between 0.125% per annum and 0.875% per annum, in the case of base rate loans, based upon our Consolidated Leverage Ratio at such time. Amounts borrowed under the Amended Credit Agreement may be prepaid at any time without premium or penalty. We are required to prepay the amounts outstanding under the Amended Credit Agreement in certain circumstances, including upon an Event of Default (as defined in the Amended Credit Agreement). In addition, we have the right to permanently reduce or terminate the unused portion of the commitments provided under the Amended Credit Agreement at any time. The loans and obligations under the Amended Credit Agreement are secured pursuant to a Second Amended and Restated Security Agreement and a Second Amended and Restated Pledge Agreement (the “Pledge Agreement”) with Bank of America, N.A. as collateral agent, pursuant to which the Company and the subsidiary guarantors grant Bank of America, N.A., for the ratable benefit of the lenders under the Amended Credit Agreement, a first-priority lien, subject to permitted liens, on substantially all of the personal property assets of the Company and the subsidiary guarantors, and a pledge of 100% of the stock or other equity interests in all domestic subsidiaries and 65% of the stock or other equity interests in each “material first-tier foreign subsidiary” (as defined in the Pledge Agreement). The Amended Credit Agreement contains usual and customary representations and warranties; affirmative and negative covenants, which include limitations on liens, investments, additional indebtedness, and restricted payments; and two quarterly financial covenants as follows: (i) a maximum Consolidated Leverage Ratio (defined as the ratio of debt to consolidated EBITDA) of 3.75 to 1.00; however the maximum permitted Consolidated Leverage Ratio will increase to 4.00 to 1.00 upon the occurrence of certain transactions, and (ii) a minimum Consolidated Interest Coverage Ratio (defined as the ratio of consolidated EBITDA to interest) of 3.50 to 1.00. Consolidated EBITDA for purposes of the financial covenants is calculated on a continuing operations basis and includes adjustments to add back non-cash goodwill impairment charges, share-based compensation costs, certain non-cash restructuring charges, pro forma historical EBITDA for businesses acquired, and other specified items in accordance with the Amended Credit Agreement. For purposes of the Consolidated Leverage Ratio, total debt is on a gross basis and is not netted against our cash balances. At June 30, 2022, we were in compliance with these financial covenants with a Consolidated Leverage Ratio of 2.20 to 1.00 and a Consolidated Interest Coverage Ratio of 19.03 to 1.00. Borrowings outstanding under the Amended Credit Agreement at June 30, 2022 totaled $342.0 million. These borrowings carried a weighted average interest rate of 2.6%, including the effect of the interest rate swaps described in Note 9 “Derivative Instruments and Hedging Activity.” Borrowings outstanding under the Amended Credit Agreement at December 31, 2021 were $230.0 million and carried a weighted average interest rate of 2.7%, including the effect of the interest rate swaps. The borrowing capacity under the revolving credit facility is reduced by any outstanding borrowings under the revolving credit facility and outstanding letters of credit. At June 30, 2022, we had outstanding letters of credit totaling $0.7 million, which are used as security deposits for our office facilities. As of June 30, 2022, the unused borrowing capacity under the revolving credit facility was $257.3 million. Promissory Note due 2024 On June 30, 2017, in conjunction with our purchase of an aircraft related to the acquisition of Innosight, we assumed from the sellers of the aircraft a promissory note with an outstanding principal balance of $5.1 million. In the first quarter of 2022, we completed the sale of the aircraft to a third-party and used a portion of the sale proceeds to pay the remaining principal and unpaid interest on the promissory note. Prior to the repayment of the promissory note, the principal balance of the promissory note was subject to scheduled monthly principal payments until the maturity date of March 1, 2024. Under the terms of the promissory note, we paid interest on the outstanding principal amount at a rate of one month LIBOR plus 1.97% per annum. At December 31, 2021, the outstanding principal amount of the promissory note was $2.8 million, and the aircraft had a carrying amount of $3.7 million. As a result of the sale, we recognized a gain of $1.0 million in the first quarter of 2022 and we no longer own any aircraft. |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges Restructuring charges for the three and six months ended June 30, 2022 were $2.1 million and $3.6 million. The $2.1 million of restructuring charges recognized in the second quarter of 2022 included $1.1 million of employee-related expenses, $0.4 million of rent and related expenses, net of sublease income, for previously vacated office spaces, $0.5 million for third-party transaction expenses related to the modification of our operating model, and $0.1 million related to the divestiture of our Life Sciences business in the fourth quarter of 2021. The $3.6 million of restructuring charges incurred in the first six months of 2022 included $1.6 million of employee-related expenses, $1.0 million of rent and related expenses, net of sublease income, for previously vacated office spaces, $0.6 million for third-party transaction expenses related to the modification of our operating model, $0.3 million of accelerated amortization of capitalized software implementation costs for a cloud-computing arrangement that is no longer in use, and $0.1 million related to the divestiture of our Life Sciences business in the fourth quarter of 2021. Restructuring charges for the three and six months ended June 30, 2021 were $0.9 million and $1.5 million, respectively, and primarily related to rent and related expenses, net of sublease income, and accelerated depreciation on furniture and fixtures for vacated office spaces. The table below sets forth the changes in the carrying amount of our restructuring charge liability by restructuring type for the six months ended June 30, 2022. Employee Costs Other Total Balance as of December 31, 2021 $ 573 $ 567 $ 1,140 Additions 1,617 550 2,167 Payments (1,016) (810) (1,826) Adjustments — 40 40 Balance as of June 30, 2022 $ 1,174 $ 347 $ 1,521 All of the $1.2 million restructuring charge liability related to employee costs at June 30, 2022 is expected to be paid in the next 12 months and is included as a component of accrued payroll and related benefits in our consolidated balance sheet. All of the $0.3 million other restructuring charge liability at June 30, 2022 is expected to be paid over the next 12 months and is included as a component of accrued expenses and other current liabilities in our consolidated balance sheet. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activity | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activity | Derivative Instruments and Hedging Activity On June 22, 2017, we entered into a forward interest rate swap agreement effective August 31, 2017 and ending August 31, 2022, with a notional amount of $50.0 million. We entered into this derivative instrument to hedge against the interest rate risks of our variable-rate borrowings. Under the terms of the interest rate swap agreement, we receive from the counterparty interest on the notional amount based on one month LIBOR and we pay to the counterparty a fixed rate of 1.900%. On January 30, 2020, we entered into a forward interest rate swap agreement effective December 31, 2019 and ending December 31, 2024, with a notional amount of $50.0 million. We entered into this derivative instrument to further hedge against the interest rate risks of our variable-rate borrowings. Under the terms of the interest rate swap agreement, we receive from the counterparty interest on the notional amount based on one month LIBOR and we pay to the counterparty a fixed rate of 1.500%. On March 16, 2020, we entered into a forward interest rate swap agreement effective February 28, 2020 and ending February 28, 2025, with a notional amount of $100.0 million. We entered into this derivative instrument to further hedge against the interest rate risks of our variable-rate borrowings. Under the terms of the interest rate swap agreement, we receive from the counterparty interest on the notional amount based on one month LIBOR and we pay to the counterparty a fixed rate of 0.885%. We recognize all derivative instruments as either assets or liabilities at fair value in the consolidated balance sheet. We have designated these derivative instruments as cash flow hedges. Therefore, changes in the fair value of the derivative instruments are recorded to other comprehensive income (“OCI”) to the extent effective and reclassified into interest expense, net of interest income upon settlement. As of June 30, 2022, it was anticipated that $2.2 million of the gains, net of tax, currently recorded in accumulated other comprehensive income will be reclassified into earnings within the next 12 months. The table below sets forth additional information relating to the interest rate swaps designated as a cash flow hedging instrument as of June 30, 2022 and December 31, 2021. Fair Value (Derivative Asset and Liability) Balance Sheet Location June 30, December 31, Prepaid expenses and other current assets $ 3,080 $ — Other non-current assets $ 3,578 $ 1,210 Accrued expenses and other current liabilities $ — $ 1,604 Deferred compensation and other liabilities $ — $ 149 All of our derivative instruments are transacted under the International Swaps and Derivatives Association (ISDA) master agreements. These agreements permit the net settlement of amounts owed in the event of default and certain other termination events. Although netting is permitted, it is our policy to record all derivative assets and liabilities on a gross basis in our consolidated balance sheet. We do not use derivative instruments for trading or other speculative purposes. Refer to Note 11 “Other Comprehensive Income (Loss)” for additional information on our derivative instruments. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Certain of our assets and liabilities are measured at fair value. Fair value is defined as the price that would be received to sell an asset or the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a fair value hierarchy for inputs used in measuring fair value and requires companies to maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy consists of three levels based on the objectivity of the inputs as follows: Level 1 Inputs Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs Quoted prices in active markets for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs Unobservable inputs for the asset or liability, and include situations in which there is little, if any, market activity for the asset or liability. The table below sets forth our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021. Level 1 Level 2 Level 3 Total June 30, 2022 Assets: Interest rate swaps $ — $ 6,658 $ — $ 6,658 Convertible debt investment — — 63,352 63,352 Deferred compensation assets — 31,911 — 31,911 Total assets $ — $ 38,569 $ 63,352 $ 101,921 Liabilities: Contingent consideration for business acquisitions $ — $ — $ 3,266 $ 3,266 Total liabilities $ — $ — $ 3,266 $ 3,266 December 31, 2021 Assets: Interest rate swap $ — $ 627 $ — $ 627 Convertible debt investment — — 65,918 65,918 Deferred compensation assets — 39,430 — 39,430 Total assets $ — $ 40,057 $ 65,918 $ 105,975 Liabilities: Interest rate swaps $ — $ 1,170 $ — $ 1,170 Contingent consideration for business acquisitions — — 3,743 3,743 Total liabilities $ — $ 1,170 $ 3,743 $ 4,913 Interest rate swaps: The fair values of our interest rate swaps were derived using estimates to settle the interest rate swap agreements, which are based on the net present value of expected future cash flows on each leg of the swaps utilizing market-based inputs and a discount rate reflecting the risks involved. Refer to Note 9 “Derivative Instruments and Hedging Activity” for additional information on our interest rate swaps. Convertible debt investment: Since 2014, we have invested $40.9 million in the form of 1.69% convertible debt in Shorelight Holdings, LLC (“Shorelight”), the parent company of Shorelight, a U.S.-based company that partners with leading nonprofit universities to increase access to and retention of international students, boost institutional growth, and enhance an institution’s global footprint. The convertible notes will mature on January 17, 2024, unless converted earlier. To determine the appropriate accounting treatment for our investment, we performed a variable interest entity (“VIE”) analysis and concluded that Shorelight does not meet the definition of a VIE. We also reviewed the characteristics of our investment to confirm that the convertible notes are not in-substance common stock that would warrant equity method accounting. After we reviewed all of the terms of the investment, we concluded the appropriate accounting treatment to be that of an available-for-sale debt security. The investment is carried at fair value with unrealized holding gains and losses excluded from earnings and reported in other comprehensive income. We estimate the fair value of our investment using a scenario-based approach in the form of a hybrid analysis that consists of a Monte Carlo simulation model and an expected return analysis. The conclusion of value for our investment is based on the probability-weighted assessment of both scenarios. The hybrid analysis utilizes certain assumptions including the assumed holding period through the maturity date of January 17, 2024; the applicable waterfall distribution at the end of the expected holding period based on the rights and privileges of the various instruments; cash flow projections discounted at the risk-adjusted rate of 23.0% and 22.5% as of June 30, 2022 and December 31, 2021, respectively; and the concluded equity volatility of 37.5% and 45.0% as of June 30, 2022 and December 31, 2021, respectively, all of which are Level 3 inputs. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of the investment, which would result in different impacts to our consolidated balance sheet and comprehensive income. Actual results may differ from our estimates. The fair value of the convertible debt investment is recorded in long-term investments in our consolidated balance sheets. The table below sets forth the changes in the balance of the convertible debt investment for the six months ended June 30, 2022. Convertible Debt Investment Balance as of December 31, 2021 $ 65,918 Change in fair value (2,566) Balance as of June 30, 2022 $ 63,352 Deferred compensation assets: We have a non-qualified deferred compensation plan (the “Plan”) for the members of our board of directors and a select group of our employees. The deferred compensation liability is funded by the Plan assets, which consist of life insurance policies maintained within a trust. The cash surrender value of the life insurance policies approximates fair value and is based on third-party broker statements which provide the fair value of the life insurance policies' underlying investments, which are Level 2 inputs. The cash surrender value of the life insurance policies is invested primarily in mutual funds. The Plan assets are included in other non-current assets in our consolidated balance sheets. Realized and unrealized gains (losses) from the deferred compensation assets are recorded to other income (expense), net in our consolidated statements of operations. Contingent consideration for business acquisitions: We estimate the fair value of acquisition-related contingent consideration using either a probability-weighted assessment of the specific financial performance targets being measured or a Monte Carlo simulation model, as appropriate. These fair value measurements are based on significant inputs not observable in the market and thus represent Level 3 inputs. The significant unobservable inputs used in the fair value measurements of our contingent consideration are our measures of the estimated payouts based on internally generated financial projections on a probability-weighted basis and a discount rate which was 3.5% as of June 30, 2022. As of December 31, 2021, the discount rate used in the fair value measurements of our contingent consideration was in a range of 2.4% to 5.1% with a weighted average of 3.7%. The weighted average discount rate was calculated using the relative fair values of the contingent consideration liabilities as of December 31, 2021. The fair value of the contingent consideration is reassessed quarterly based on assumptions used in our latest projections and input provided by practice leaders and management. Any change in the fair value estimate is recorded in our consolidated statement of operations for that period. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of our contingent consideration liability, which would result in different impacts to our consolidated balance sheets and consolidated statements of operations. Actual results may differ from our estimates. The table below sets forth the changes in the balance of the contingent consideration for business acquisitions for the six months ended June 30, 2022. Contingent Consideration for Business Acquisitions Balance as of December 31, 2021 $ 3,743 Acquisition 869 Payment (1,379) Change in fair value 33 Balance as of June 30, 2022 $ 3,266 Financial assets and liabilities not recorded at fair value on a recurring basis are as follows: Medically Home Preferred Stock Investment In the fourth quarter of 2019, we invested $5.0 million in Medically Home Group, Inc. (“Medically Home”), a hospital-at-home company. The investment was made in the form of preferred stock. To determine the appropriate accounting treatment for our preferred stock investment, we performed a VIE analysis and concluded that Medically Home does not meet the definition of a VIE. We also reviewed the characteristics of our investment to confirm that the preferred stock is not in-substance common stock that would warrant equity method accounting. After we reviewed all of the terms of the investment, we concluded the appropriate accounting treatment for our investment in Medically Home to be that of an equity security with no readily determinable fair value. We elected to apply the measurement alternative at the time of the purchase and will continue to do so until the investment does not qualify to be so measured. Under the measurement alternative, the investment is carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment in Medically Home. On a quarterly basis, we review the information available to determine whether an orderly and observable transaction for the same or similar equity instrument occurred, and remeasure to the fair value of the preferred stock using such identified transactions, with changes in the fair value recorded in our consolidated statement of operations. As of December 31, 2021, the carrying amount of our preferred stock investment was $6.7 million. During the first quarter of 2022, we recognized an unrealized gain of $27.0 million to increase the carrying amount of our preferred stock investment to $33.6 million, based on an observable price change of preferred stock issued by Medically Home with similar rights and preferences to our preferred stock investment. This observable price change is a Level 2 input. The $27.0 million unrealized gain was recorded to other income (expense), net in our consolidated statement of operations. There were no observable price changes in the second quarter of 2022. Since our initial investment, we have recognized cumulative unrealized gains of $28.6 million, and we have not identified any impairments of our investment. Senior Secured Credit Facility The carrying value of our borrowings outstanding under our senior secured credit facility is stated at cost. Our carrying value approximates fair value, using Level 2 inputs, as the senior secured credit facility bears interest at variable rates based on current market rates as set forth in the Amended Credit Agreement. Refer to Note 7 “Financing Arrangements” for additional information on our senior secured credit facility. Promissory Note due 2024 In the first quarter of 2022, we completed the sale of our aircraft to a third-party and used a portion of the sale proceeds to pay the remaining principal and unpaid interest on our promissory note due 2024. The carrying value of our promissory note due 2024 was stated at cost. The carrying value approximated fair value, using Level 2 inputs, as the promissory note bore interest at rates based on then-current market rates as set forth in the terms of the promissory note. Refer to Note 7 “Financing Arrangements” for additional information on our promissory note due 2024. Cash and Cash Equivalents and Other Financial Instruments Cash and cash equivalents are stated at cost, which approximates fair market value. The carrying values of all other financial instruments not described above reasonably approximate fair market value due to the nature of the financial instruments and the short-term maturity of these items. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) The table below sets forth the components of other comprehensive income (loss), net of tax, for the three and six months ended June 30, 2022 and 2021. Three Months Ended Three Months Ended Before Tax Net of Before Tax Net of Other comprehensive income (loss): Foreign currency translation adjustments $ (656) $ — $ (656) $ 82 $ — $ 82 Unrealized gain (loss) on investment $ 1,051 $ (278) $ 773 $ 1,936 $ (514) $ 1,422 Unrealized gain (loss) on cash flow hedges: Change in fair value $ 1,024 $ (271) $ 753 $ (305) $ 78 $ (227) Reclassification adjustments into earnings 297 (79) 218 601 (156) 445 Net unrealized gain (loss) $ 1,321 $ (350) $ 971 $ 296 $ (78) $ 218 Other comprehensive income (loss) $ 1,716 $ (628) $ 1,088 $ 2,314 $ (592) $ 1,722 Six Months Ended Six Months Ended Before Tax Net of Before Tax Net of Other comprehensive income (loss): Foreign currency translation adjustments $ (699) $ — $ (699) $ 482 $ — $ 482 Unrealized gain (loss) on investment $ (2,566) $ 678 $ (1,888) $ (4,392) $ 1,166 $ (3,226) Unrealized gain (loss) on cash flow hedges: Change in fair value $ 6,692 $ (1,770) $ 4,922 $ 884 $ (259) $ 625 Reclassification adjustments into earnings 509 (135) 374 1,381 (359) 1,022 Net unrealized gain (loss) $ 7,201 $ (1,905) $ 5,296 $ 2,265 $ (618) $ 1,647 Other comprehensive income (loss) $ 3,936 $ (1,227) $ 2,709 $ (1,645) $ 548 $ (1,097) The before tax amounts reclassified from accumulated other comprehensive income related to our cash flow hedges are recorded to interest expense, net of interest income. Accumulated other comprehensive income, net of tax, includes the following components: Foreign Currency Available-for-Sale Investment Cash Flow Hedges Total Balance, December 31, 2021 $ (1,143) $ 18,374 $ (391) $ 16,840 Current period change (699) (1,888) 5,296 2,709 Balance, June 30, 2022 $ (1,842) $ 16,486 $ 4,905 $ 19,549 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended June 30, 2022, our effective tax rate was 36.0% as we recognized income tax expense of $7.8 million on income of $21.7 million. The effective tax rate of 36.0% was less favorable than the statutory rate, inclusive of state income taxes, of 26.4%, primarily due to tax expense related to nondeductible losses on our investments used to fund our deferred compensation liability and certain nondeductible expense items. For the three months ended June 30, 2021, our effective tax rate was 21.3% as we recognized income tax expense of $3.5 million on income of $16.3 million. The effective tax rate of 21.3% was more favorable than the statutory rate, inclusive of state income taxes, of 26.6%, primarily due to a discrete tax benefit related to electing the Global Intangible Low-Taxed Income (“GILTI”) high-tax exclusion retroactively for the 2018 tax year. On July 20, 2020, the U.S. Treasury issued and enacted final regulations related to GILTI that allow certain U.S. taxpayers to elect to exclude foreign income that is subject to a high effective tax rate from their GILTI inclusions. The GILTI high-tax exclusion is an annual election and is retroactively available. This favorable item was partially offset by certain nondeductible expense items. For the six months ended June 30, 2022, our effective tax rate was 31.9% as we recognized income tax expense of $19.1 million on income of $59.8 million. The effective tax rate of 31.9% was less favorable than the statutory rate, inclusive of state income taxes, of 26.4% primarily due to tax expense related to nondeductible losses on our investments used to fund our deferred compensation liability and certain nondeductible expense items. For the six months ended June 30, 2021, our effective tax rate was 21.5% as we recognized income tax expense of $5.0 million on income of $23.2 million. The effective tax rate of 21.5% was more favorable than the statutory rate, inclusive of state income taxes, of 26.6% primarily due to the discrete tax benefit related to electing the GILTI high-tax exclusion retroactively for the 2018 tax year and a discrete tax benefit for share-based compensation awards that vested during the first quarter. These favorable items were partially offset by certain nondeductible expense items. As of June 30, 2022, we had $0.7 million of unrecognized tax benefits which would affect the effective tax rate of continuing operations if recognized. It is reasonably possible that approximately $0.1 million of the liability for unrecognized tax benefits could decrease in the next twelve months due to the expiration of statutes of limitations. |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Guarantees | Commitments, Contingencies and Guarantees Lease Commitments We lease office space, data centers and certain equipment under non-cancelable operating lease arrangements in the normal course of business. In the second quarter of 2022, we entered into a lease agreement for office space in Washington, D.C. that will commence in July 2022 with a term through June 2028. Among other items, this agreement provides a renewal option to extend the term of the lease for an additional 5 year period. Litigation Oaktree On November 9, 2018, Huron Consulting Services LLC, a wholly owned subsidiary of Huron, was engaged by Oaktree Medical Centre LLC, a management services organization (“Oaktree”), to perform interim management and financial advisory services. As part of the services, a Huron employee was appointed by Oaktree’s board of directors to serve as Chief Restructuring Officer of Oaktree (the “CRO”). The engagement letter through which Oaktree retained Huron’s services (the “Engagement Letter”) states that all disputes or claims arising thereunder are subject to binding arbitration, disclaims special, consequential, incidental and exemplary damages and losses and caps liability to the fees paid for the portion of the engagement giving rise to any liability. On September 19, 2019, Oaktree and certain of its affiliates filed for Chapter 7 liquidation in the U.S. Bankruptcy Court for the Western District of North Carolina, with the cases subsequently transferred to the District of South Carolina. As a result of the bankruptcy filing, a Chapter 7 trustee was appointed to oversee the bankruptcy estates, at which time Huron’s services for Oaktree concluded. In April 2021, Trustee’s counsel communicated in writing to Huron its intent to pursue various claims against Huron and the CRO, among others, on behalf of the bankruptcy estates related to the services carried out by Huron and the CRO during the engagement. On September 17, 2021, the Trustee filed a complaint in the Bankruptcy Court for the District of South Carolina against Huron and the CRO, among others (the “Complaint”), alleging breach of fiduciary duty, aiding and abetting a breach of fiduciary duty, negligence, violations of the South Carolina Unfair Trade Practices Act, fraud, civil conspiracy, unjust enrichment, and recovery of avoided transfers under sections 547, 548 and 550 of the Bankruptcy Code. On December 7, 2021, the Trustee filed an amended version of the Complaint (the “Amended Complaint”), generally alleging the same claims asserted in the initial Complaint but (i) removing the claim for a violation of the South Carolina Unfair Trade Practices Act and (ii) adding a claim for breach of contract. In the Amended Complaint, the Trustee asserted that Huron and the CRO, among others, did not develop and implement a Chapter 11 restructuring plan on a timely basis and that their failure to do so led to significant damages. The Trustee sought an unspecified amount of monetary damages in the Amended Complaint. We believe the Trustee’s allegations with respect to Huron and the CRO are without merit. On December 21, 2021, we filed a motion to dismiss all of the claims in the Amended Complaint. On April 19, 2022, the bankruptcy court entered an order staying all of the Trustee’s claims against Huron and the CRO after (i) finding that the state law claims were subject to arbitration and (ii) exercising its discretion to stay the non-state-law claims pending the arbitration proceeding. The Trustee did not appeal the court’s order prior to the deadline of May 3, 2022. Based on the available information to date, we estimate that the potential comprehensive resolution of this matter will not result in a material loss. From time to time, we are involved in legal proceedings and litigation arising in the ordinary course of business. As of the date of this Quarterly Report on Form 10-Q, we are not a party to any litigation or legal proceeding or subject to any claim that, in the current opinion of management, could reasonably be expected to have a material adverse effect on our financial position or results of operations, including the matter discussed above. However, due to the risks and uncertainties inherent in legal proceedings, actual results could differ from current expected results. Guarantees Guarantees in the form of letters of credit totaling $0.7 million were outstanding at both June 30, 2022 and December 31, 2021 to support certain office lease obligations. In connection with certain business acquisitions, we may be required to pay post-closing consideration to the sellers if specific financial performance targets are met over a number of years as specified in the related purchase agreements. As of June 30, 2022 and December 31, 2021, the total estimated fair value of our outstanding contingent consideration liability was $3.3 million and $3.7 million, respectively. To the extent permitted by law, our bylaws and articles of incorporation require that we indemnify our officers and directors against judgments, fines and amounts paid in settlement, including attorneys’ fees, incurred in connection with civil or criminal action or proceedings, as it relates to their services to us if such person acted in good faith. Although there is no limit on the amount of indemnification, we may have recourse against our insurance carrier for certain payments made. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which separate financial information is available and is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker, who is our chief executive officer, manages the business under three operating segments, which are our reportable segments: Healthcare, Education and Commercial. Effective January 1, 2022, we modified our operating model to expand and more deeply integrate our industry expertise with our digital, strategic and financial advisory capabilities. The new operating model will strengthen Huron’s go-to-market strategy, drive efficiencies that support margin expansion, and position the company to accelerate growth. To align with the new operating model, effective with reporting for periods beginning January 1, 2022, we began reporting under the following three industries, which are our reportable segments: Healthcare, Education and Commercial. The Commercial segment includes all industries outside of healthcare and education, including, but not limited to, financial services and energy and utilities. In the new reporting structure, each segment includes all revenue and costs associated with engagements delivered in the respective segments' industries. The new Healthcare and Education segments include some revenue and costs historically reported in the Business Advisory segment and the Healthcare segment includes some revenue and costs historically reported in the Education segment. We also provide revenue reporting across two principal capabilities: i) Consulting and Managed Services and ii) Digital. These changes create greater transparency for investors by improving visibility into the core drivers of our business. While our consolidated results have not been impacted, our historical segment information has been recast for consistent presentation. • Healthcare Our Healthcare segment serves acute care providers, including national and regional health systems, academic health systems, community health systems, and public, children’s and critical access hospitals, and non-acute care providers, including physician practices and medical groups, payors, and long-term care or post-acute providers. Our Healthcare professionals have a depth of expertise in business operations, including financial and operational improvement, care transformation, and revenue cycle managed services; digital solutions, spanning technology and analytic-related services and a portfolio of software products; organizational transformation; financial advisory and strategy and innovation. Most healthcare organizations are focused on establishing a sustainable long-term strategy and business model centered around optimal cost structures, reimbursement models, financial strategies, and consumer-focused digital transformation; changing the way care is delivered, particularly in light of personnel shortages, and improving access to care; and evolving their digital capabilities to more effectively manage their business. Our solutions help clients adapt to this rapidly changing healthcare environment to become a more agile, efficient and consumer-centric organization. We use our deep industry, functional and technical expertise to help clients solve a diverse set of business issues, including, but not limited to, optimizing financial and operational performance, improving care delivery and clinical outcomes, increasing physician, patient and employee satisfaction, and maximizing return on technology investments. • Education Our Education segment serves public and private colleges and universities, research institutes and other education-related organizations. Our Education professionals have a depth of expertise in strategy and innovation; business operations, including the research enterprise and student and alumni lifecycle; digital solutions, spanning technology and analytic-related services and a portfolio of software products; and organizational transformation. Our Education segment clients are increasingly faced with strategic, financial and/or enrollment challenges, increased competition, and a need to modernize their businesses using technology to advance their missions. We combine our deep industry, functional and technical expertise to help clients solve their most pressing challenges, including, but not limited to, transforming business operations with technology and analytics; strengthening research strategies and support services; evolving their organizational strategy; optimizing financial and operational performance; applying innovative enrollment strategies; and enhancing the student lifecycle. • Commercial Our Commercial segment is focused on serving industries and organizations facing significant disruption and regulatory change by helping them adapt to rapidly changing environments and accelerate business transformation. Our Commercial professionals work primarily with six primary buyers: the chief executive officer, the chief financial officer, the chief strategy officer, the chief human resources officer, the chief operating officer, and organizational advisors, including lenders and law firms. We have a deep focus on serving organizations in the financial services, energy and utilities, industrials and manufacturing industries and the public sector while opportunistically serving the commercial industries more broadly, including professional and business services, life sciences, consumer products, and nonprofit. Our Commercial professionals have deep industry, functional and technical expertise that they put forward when delivering our digital services and software products, and strategy and innovation and financial advisory (special situation advisory and corporate finance advisory) services. In today’s disruptive environment, organizations must reimagine their historical strategies and financial and operating models to sustain and advance their competitive advantage. Our experts help organizations across industries with a variety of business challenges, including, but not limited to, embedding technology and analytics throughout their internal and customer-facing operations, developing analytics and insights into the needs of tomorrow’s customers in order to evolve their enterprise and business unit strategies, bringing new products to market, managing through stressed and distressed situations to create a viable path forward for stakeholders and executing mergers and acquisitions, finance offerings and risk mitigation strategies. Segment operating income consists of the revenues generated by a segment, less operating expenses that are incurred directly by the segment. Unallocated costs include corporate costs related to administrative functions that are performed in a centralized manner that are not attributable to a particular segment. These administrative function costs include corporate office support costs, office facility costs, costs related to accounting and finance, human resources, legal, marketing, information technology, and company-wide business development functions, as well as costs related to overall corporate management. Our chief operating decision maker does not evaluate segments using asset information. The table below sets forth information about our operating segments for the three and six months ended June 30, 2022 and 2021, along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated financial statements. Three Months Ended Six Months Ended 2022 2021 2022 2021 Healthcare: Revenues $ 128,474 $ 114,750 $ 250,350 $ 210,725 Operating income $ 30,364 $ 30,527 $ 58,396 $ 54,354 Segment operating income as a percentage of segment revenues 23.6 % 26.6 % 23.3 % 25.8 % Education: Revenues $ 88,225 $ 60,475 $ 168,887 $ 111,817 Operating income $ 21,691 $ 14,142 $ 35,997 $ 22,679 Segment operating income as a percentage of segment revenues 24.6 % 23.4 % 21.3 % 20.3 % Commercial: Revenues $ 56,626 $ 54,901 $ 114,137 $ 110,797 Operating income $ 11,915 $ 11,040 $ 24,129 $ 20,890 Segment operating income as a percentage of segment revenues 21.0 % 20.1 % 21.1 % 18.9 % Total Huron: Revenues $ 273,325 $ 230,126 $ 533,374 $ 433,339 Reimbursable expenses 7,492 3,252 12,218 5,186 Total revenues and reimbursable expenses $ 280,817 $ 233,378 $ 545,592 $ 438,525 Segment operating income $ 63,970 $ 55,709 $ 118,522 $ 97,923 Items not allocated at the segment level: Other operating expenses 29,912 34,325 63,460 63,134 Depreciation and amortization 5,054 5,255 10,100 10,420 Operating income 29,004 16,129 44,962 24,369 Other income (expense), net (7,327) 122 14,842 (1,177) Income before taxes $ 21,677 $ 16,251 $ 59,804 $ 23,192 The following table illustrates the disaggregation of revenues by capability, including a reconciliation of the disaggregated revenues to revenues from our three operating segments for the three and six months ended June 30, 2022 and 2021. Three Months Ended Six Months Ended Revenues by Capability 2022 2021 2022 2021 Healthcare: Consulting and Managed Services $ 83,955 $ 85,655 $ 167,714 $ 152,584 Digital 44,519 29,095 82,636 58,141 Total revenues $ 128,474 $ 114,750 $ 250,350 $ 210,725 Education: Consulting and Managed Services $ 49,279 $ 33,476 $ 93,460 $ 61,509 Digital 38,946 26,999 75,427 50,308 Total revenues $ 88,225 $ 60,475 $ 168,887 $ 111,817 Commercial: Consulting and Managed Services $ 14,637 $ 25,873 $ 37,281 $ 53,462 Digital 41,989 29,028 76,856 57,335 Total revenues $ 56,626 $ 54,901 $ 114,137 $ 110,797 Total Huron: Consulting and Managed Services $ 147,871 $ 145,004 $ 298,455 $ 267,555 Digital 125,454 85,122 234,919 165,784 Total revenues $ 273,325 $ 230,126 $ 533,374 $ 433,339 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | These financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for Quarterly Reports on Form 10-Q. Accordingly, these financial statements do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for annual financial statements. In the opinion of management, these financial statements reflect all adjustments of a normal, recurring nature necessary for the fair statement of our financial position, results of operations, and cash flows for the interim periods presented in conformity with GAAP. |
New Accounting Pronouncements | Not Yet Adopted In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . In January 2021, the FASB clarified the scope of that guidance with the issuance of ASU 2021-01, Reference Rate Reform (Topic 848): Scope . Together, these ASUs provide optional expedients and exceptions for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, |
Earnings Per Share | Basic earnings per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period, excluding unvested restricted common stock. Diluted earnings per share reflects the potential reduction in earnings per share that could occur if securities or other contracts to issue common stock were exercised or converted into common stock under the treasury stock method. Such securities or other contracts include unvested restricted stock awards, unvested restricted stock units, and outstanding common stock options, to the extent dilutive. In periods for which we report a net loss, diluted weighted average common shares outstanding excludes all potential common stock equivalents as their impact on diluted net loss per share would be anti-dilutive. |
Derivative Instruments and Hedging Activity | We recognize all derivative instruments as either assets or liabilities at fair value in the consolidated balance sheet. We have designated these derivative instruments as cash flow hedges. Therefore, changes in the fair value of the derivative instruments are recorded to other comprehensive income (“OCI”) to the extent effective and reclassified into interest expense, net of interest income upon settlement. |
Fair Value of Financial Instruments | Fair value is defined as the price that would be received to sell an asset or the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a fair value hierarchy for inputs used in measuring fair value and requires companies to maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy consists of three levels based on the objectivity of the inputs as follows: Level 1 Inputs Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs Quoted prices in active markets for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs Unobservable inputs for the asset or liability, and include situations in which there is little, if any, market activity for the asset or liability. |
Investments | The investment is carried at fair value with unrealized holding gains and losses excluded from earnings and reported in other comprehensive income. |
Equity Securities without Readily Determinable Fair Value | We elected to apply the measurement alternative at the time of the purchase and will continue to do so until the investment does not qualify to be so measured. Under the measurement alternative, the investment is carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment in Medically Home. On a quarterly basis, we review the information available to determine whether an orderly and observable transaction for the same or similar equity instrument occurred, and remeasure to the fair value of the preferred stock using such identified transactions, with changes in the fair value recorded in our consolidated statement of operations. |
Segment Information | Segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which separate financial information is available and is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker, who is our chief executive officer, manages the business under three operating segments, which are our reportable segments: Healthcare, Education and Commercial. Effective January 1, 2022, we modified our operating model to expand and more deeply integrate our industry expertise with our digital, strategic and financial advisory capabilities. The new operating model will strengthen Huron’s go-to-market strategy, drive efficiencies that support margin expansion, and position the company to accelerate growth. To align with the new operating model, effective with reporting for periods beginning January 1, 2022, we began reporting under the following three industries, which are our reportable segments: Healthcare, Education and Commercial. The Commercial segment includes all industries outside of healthcare and education, including, but not limited to, financial services and energy and utilities. In the new reporting structure, each segment includes all revenue and costs associated with engagements delivered in the respective segments' industries. The new Healthcare and Education segments include some revenue and costs historically reported in the Business Advisory segment and the Healthcare segment includes some revenue and costs historically reported in the Education segment. We also provide revenue reporting across two principal capabilities: i) Consulting and Managed Services and ii) Digital. These changes create greater transparency for investors by improving visibility into the core drivers of our business. While our consolidated results have not been impacted, our historical segment information has been recast for consistent presentation. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The table below sets forth the changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2022. Healthcare Education Commercial (1) Total Balance as of December 31, 2021: Goodwill $ 642,951 $ 121,570 $ 312,250 $ 1,076,771 Accumulated impairment losses (208,081) — (247,811) (455,892) Goodwill, net as of December 31, 2021 434,870 121,570 64,439 620,879 Goodwill reallocation (1) 18,057 (1,417) (16,640) — Goodwill recorded in connection with business acquisitions (2)(3) 162 2,082 718 2,962 Goodwill, net as of June 30, 2022 $ 453,089 $ 122,235 $ 48,517 $ 623,841 (1) The goodwill balance as of December 31, 2021 shown within the Commercial segment related to our Business Advisory segment prior to the modification of our operating model. Effective January 1, 2022, we reallocated a portion of the goodwill within our Business Advisory segment to our Healthcare and Education segments. The remaining goodwill was allocated to our new Commercial segment. (2) On January 18, 2022, we completed the acquisition of AIMDATA, LLC ("AIMDATA"), an advisory and implementation consulting services firm focused on strategy, technology and business transformation. The results of operations of AIMDATA are included within our consolidated financial statements as of the acquisition date and allocated among our three operating industries, which are our reportable segments, based on the engagements delivered by the business. The acquisition of AIMDATA is not significant to our consolidated financial statements. |
Intangible Assets | Intangible assets as of June 30, 2022 and December 31, 2021 consisted of the following: As of June 30, 2022 As of December 31, 2021 Useful Life Gross Accumulated Gross Accumulated Customer relationships 3 to 13 $ 77,763 $ 57,261 $ 75,908 $ 53,421 Trade names 6 6,000 5,527 6,000 5,148 Technology and software 2 to 5 13,330 6,791 13,330 5,607 Non-competition agreements 2 to 5 920 216 2,020 1,347 Customer contracts 1 260 207 260 101 Total $ 98,273 $ 70,002 $ 97,518 $ 65,624 |
Schedule of Future Amortization Expense | The table below sets forth the estimated annual amortization expense for the intangible assets recorded as of June 30, 2022. Year Ending December 31, Estimated Amortization Expense 2022 $ 11,198 2023 $ 7,904 2024 $ 4,514 2025 $ 3,386 2026 $ 2,435 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic and Diluted Earnings Per Share | Earnings per share under the basic and diluted computations are as follows: Three Months Ended Six Months Ended 2022 2021 2022 2021 Net income $ 13,875 $ 12,797 $ 40,727 $ 18,202 Weighted average common shares outstanding – basic 20,582 21,555 20,715 21,743 Weighted average common stock equivalents 385 316 332 362 Weighted average common shares outstanding – diluted 20,967 21,871 21,047 22,105 Net income per basic share $ 0.67 $ 0.59 $ 1.97 $ 0.84 Net income per diluted share $ 0.66 $ 0.59 $ 1.94 $ 0.82 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Carrying Amounts of Debt | A summary of the carrying amounts of our debt follows: June 30, December 31, Senior secured credit facility $ 342,000 $ 230,000 Promissory note due 2024 — 2,780 Total long-term debt 342,000 232,780 Current maturities of long-term debt — (559) Long-term debt, net of current portion $ 342,000 $ 232,221 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The table below sets forth the changes in the carrying amount of our restructuring charge liability by restructuring type for the six months ended June 30, 2022. Employee Costs Other Total Balance as of December 31, 2021 $ 573 $ 567 $ 1,140 Additions 1,617 550 2,167 Payments (1,016) (810) (1,826) Adjustments — 40 40 Balance as of June 30, 2022 $ 1,174 $ 347 $ 1,521 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value Interest Rate Swaps Designated as Cash Flow Hedging Instruments | The table below sets forth additional information relating to the interest rate swaps designated as a cash flow hedging instrument as of June 30, 2022 and December 31, 2021. Fair Value (Derivative Asset and Liability) Balance Sheet Location June 30, December 31, Prepaid expenses and other current assets $ 3,080 $ — Other non-current assets $ 3,578 $ 1,210 Accrued expenses and other current liabilities $ — $ 1,604 Deferred compensation and other liabilities $ — $ 149 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The table below sets forth our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021. Level 1 Level 2 Level 3 Total June 30, 2022 Assets: Interest rate swaps $ — $ 6,658 $ — $ 6,658 Convertible debt investment — — 63,352 63,352 Deferred compensation assets — 31,911 — 31,911 Total assets $ — $ 38,569 $ 63,352 $ 101,921 Liabilities: Contingent consideration for business acquisitions $ — $ — $ 3,266 $ 3,266 Total liabilities $ — $ — $ 3,266 $ 3,266 December 31, 2021 Assets: Interest rate swap $ — $ 627 $ — $ 627 Convertible debt investment — — 65,918 65,918 Deferred compensation assets — 39,430 — 39,430 Total assets $ — $ 40,057 $ 65,918 $ 105,975 Liabilities: Interest rate swaps $ — $ 1,170 $ — $ 1,170 Contingent consideration for business acquisitions — — 3,743 3,743 Total liabilities $ — $ 1,170 $ 3,743 $ 4,913 |
Fair Value of Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The table below sets forth the changes in the balance of the convertible debt investment for the six months ended June 30, 2022. Convertible Debt Investment Balance as of December 31, 2021 $ 65,918 Change in fair value (2,566) Balance as of June 30, 2022 $ 63,352 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The table below sets forth the changes in the balance of the contingent consideration for business acquisitions for the six months ended June 30, 2022. Contingent Consideration for Business Acquisitions Balance as of December 31, 2021 $ 3,743 Acquisition 869 Payment (1,379) Change in fair value 33 Balance as of June 30, 2022 $ 3,266 |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Components of Other Comprehensive Income (Loss), Net of Tax | The table below sets forth the components of other comprehensive income (loss), net of tax, for the three and six months ended June 30, 2022 and 2021. Three Months Ended Three Months Ended Before Tax Net of Before Tax Net of Other comprehensive income (loss): Foreign currency translation adjustments $ (656) $ — $ (656) $ 82 $ — $ 82 Unrealized gain (loss) on investment $ 1,051 $ (278) $ 773 $ 1,936 $ (514) $ 1,422 Unrealized gain (loss) on cash flow hedges: Change in fair value $ 1,024 $ (271) $ 753 $ (305) $ 78 $ (227) Reclassification adjustments into earnings 297 (79) 218 601 (156) 445 Net unrealized gain (loss) $ 1,321 $ (350) $ 971 $ 296 $ (78) $ 218 Other comprehensive income (loss) $ 1,716 $ (628) $ 1,088 $ 2,314 $ (592) $ 1,722 Six Months Ended Six Months Ended Before Tax Net of Before Tax Net of Other comprehensive income (loss): Foreign currency translation adjustments $ (699) $ — $ (699) $ 482 $ — $ 482 Unrealized gain (loss) on investment $ (2,566) $ 678 $ (1,888) $ (4,392) $ 1,166 $ (3,226) Unrealized gain (loss) on cash flow hedges: Change in fair value $ 6,692 $ (1,770) $ 4,922 $ 884 $ (259) $ 625 Reclassification adjustments into earnings 509 (135) 374 1,381 (359) 1,022 Net unrealized gain (loss) $ 7,201 $ (1,905) $ 5,296 $ 2,265 $ (618) $ 1,647 Other comprehensive income (loss) $ 3,936 $ (1,227) $ 2,709 $ (1,645) $ 548 $ (1,097) The before tax amounts reclassified from accumulated other comprehensive income related to our cash flow hedges are recorded to interest expense, net of interest income. |
Components of Accumulated Other Comprehensive Income (Loss), Net of Tax | Accumulated other comprehensive income, net of tax, includes the following components: Foreign Currency Available-for-Sale Investment Cash Flow Hedges Total Balance, December 31, 2021 $ (1,143) $ 18,374 $ (391) $ 16,840 Current period change (699) (1,888) 5,296 2,709 Balance, June 30, 2022 $ (1,842) $ 16,486 $ 4,905 $ 19,549 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Components of Segment Information | The table below sets forth information about our operating segments for the three and six months ended June 30, 2022 and 2021, along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated financial statements. Three Months Ended Six Months Ended 2022 2021 2022 2021 Healthcare: Revenues $ 128,474 $ 114,750 $ 250,350 $ 210,725 Operating income $ 30,364 $ 30,527 $ 58,396 $ 54,354 Segment operating income as a percentage of segment revenues 23.6 % 26.6 % 23.3 % 25.8 % Education: Revenues $ 88,225 $ 60,475 $ 168,887 $ 111,817 Operating income $ 21,691 $ 14,142 $ 35,997 $ 22,679 Segment operating income as a percentage of segment revenues 24.6 % 23.4 % 21.3 % 20.3 % Commercial: Revenues $ 56,626 $ 54,901 $ 114,137 $ 110,797 Operating income $ 11,915 $ 11,040 $ 24,129 $ 20,890 Segment operating income as a percentage of segment revenues 21.0 % 20.1 % 21.1 % 18.9 % Total Huron: Revenues $ 273,325 $ 230,126 $ 533,374 $ 433,339 Reimbursable expenses 7,492 3,252 12,218 5,186 Total revenues and reimbursable expenses $ 280,817 $ 233,378 $ 545,592 $ 438,525 Segment operating income $ 63,970 $ 55,709 $ 118,522 $ 97,923 Items not allocated at the segment level: Other operating expenses 29,912 34,325 63,460 63,134 Depreciation and amortization 5,054 5,255 10,100 10,420 Operating income 29,004 16,129 44,962 24,369 Other income (expense), net (7,327) 122 14,842 (1,177) Income before taxes $ 21,677 $ 16,251 $ 59,804 $ 23,192 |
Disaggregation of Revenue | The following table illustrates the disaggregation of revenues by capability, including a reconciliation of the disaggregated revenues to revenues from our three operating segments for the three and six months ended June 30, 2022 and 2021. Three Months Ended Six Months Ended Revenues by Capability 2022 2021 2022 2021 Healthcare: Consulting and Managed Services $ 83,955 $ 85,655 $ 167,714 $ 152,584 Digital 44,519 29,095 82,636 58,141 Total revenues $ 128,474 $ 114,750 $ 250,350 $ 210,725 Education: Consulting and Managed Services $ 49,279 $ 33,476 $ 93,460 $ 61,509 Digital 38,946 26,999 75,427 50,308 Total revenues $ 88,225 $ 60,475 $ 168,887 $ 111,817 Commercial: Consulting and Managed Services $ 14,637 $ 25,873 $ 37,281 $ 53,462 Digital 41,989 29,028 76,856 57,335 Total revenues $ 56,626 $ 54,901 $ 114,137 $ 110,797 Total Huron: Consulting and Managed Services $ 147,871 $ 145,004 $ 298,455 $ 267,555 Digital 125,454 85,122 234,919 165,784 Total revenues $ 273,325 $ 230,126 $ 533,374 $ 433,339 |
Description of Business (Detail
Description of Business (Details) | 6 Months Ended |
Jun. 30, 2022 Segment operating_industry | |
Accounting Policies [Abstract] | |
Number of reportable segments | Segment | 3 |
Number of operating industries | operating_industry | 3 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Goodwill | $ 1,076,771 | |
Accumulated impairment losses | (455,892) | |
Goodwill [Roll Forward] | ||
Goodwill, net beginning balance | $ 620,879 | |
Goodwill reallocation | 0 | |
Goodwill recorded in connection with a business acquisition | 2,962 | |
Goodwill, net ending balance | 623,841 | |
Healthcare | ||
Goodwill [Line Items] | ||
Goodwill | 642,951 | |
Accumulated impairment losses | (208,081) | |
Goodwill [Roll Forward] | ||
Goodwill, net beginning balance | 434,870 | |
Goodwill reallocation | 18,057 | |
Goodwill recorded in connection with a business acquisition | 162 | |
Goodwill, net ending balance | 453,089 | |
Education | ||
Goodwill [Line Items] | ||
Goodwill | 121,570 | |
Accumulated impairment losses | 0 | |
Goodwill [Roll Forward] | ||
Goodwill, net beginning balance | 121,570 | |
Goodwill reallocation | (1,417) | |
Goodwill recorded in connection with a business acquisition | 2,082 | |
Goodwill, net ending balance | 122,235 | |
Commercial: | ||
Goodwill [Line Items] | ||
Goodwill | 312,250 | |
Accumulated impairment losses | $ (247,811) | |
Goodwill [Roll Forward] | ||
Goodwill, net beginning balance | 64,439 | |
Goodwill reallocation | (16,640) | |
Goodwill recorded in connection with a business acquisition | 718 | |
Goodwill, net ending balance | $ 48,517 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) operating_industry Segment Reporting_Unit | Jun. 30, 2021 USD ($) | Jan. 01, 2022 | |
Goodwill [Line Items] | |||||
Number of operating industries | operating_industry | 3 | ||||
Number of reportable segments | Segment | 3 | ||||
Number of reporting units | Reporting_Unit | 3 | ||||
Amortization expense | $ | $ 2.8 | $ 2.3 | $ 5.7 | $ 4.7 | |
Healthcare | |||||
Goodwill [Line Items] | |||||
Percentage of fair value in excess of carrying value (as a percent) | 37% | ||||
Education | |||||
Goodwill [Line Items] | |||||
Percentage of fair value in excess of carrying value (as a percent) | 199% | ||||
Commercial: | |||||
Goodwill [Line Items] | |||||
Percentage of fair value in excess of carrying value (as a percent) | 105% |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Intangible assets | ||
Gross Carrying Amount | $ 98,273 | $ 97,518 |
Accumulated Amortization | 70,002 | 65,624 |
Customer relationships | ||
Intangible assets | ||
Gross Carrying Amount | 77,763 | 75,908 |
Accumulated Amortization | $ 57,261 | 53,421 |
Customer relationships | Minimum | ||
Intangible assets | ||
Useful Life (in years) | 3 years | |
Customer relationships | Maximum | ||
Intangible assets | ||
Useful Life (in years) | 13 years | |
Trade names | ||
Intangible assets | ||
Useful Life (in years) | 6 years | |
Gross Carrying Amount | $ 6,000 | 6,000 |
Accumulated Amortization | 5,527 | 5,148 |
Technology and software | ||
Intangible assets | ||
Gross Carrying Amount | 13,330 | 13,330 |
Accumulated Amortization | $ 6,791 | 5,607 |
Technology and software | Minimum | ||
Intangible assets | ||
Useful Life (in years) | 2 years | |
Technology and software | Maximum | ||
Intangible assets | ||
Useful Life (in years) | 5 years | |
Non-competition agreements | ||
Intangible assets | ||
Gross Carrying Amount | $ 920 | 2,020 |
Accumulated Amortization | $ 216 | 1,347 |
Non-competition agreements | Minimum | ||
Intangible assets | ||
Useful Life (in years) | 2 years | |
Non-competition agreements | Maximum | ||
Intangible assets | ||
Useful Life (in years) | 5 years | |
Customer contracts | ||
Intangible assets | ||
Useful Life (in years) | 1 year | |
Gross Carrying Amount | $ 260 | 260 |
Accumulated Amortization | $ 207 | $ 101 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization Expense (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2022 | $ 11,198 |
2023 | 7,904 |
2024 | 4,514 |
2025 | 3,386 |
2026 | $ 2,435 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Revenues | $ 273,325 | $ 230,126 | $ 533,374 | $ 433,339 | |
Performance obligation satisfied in previous period | 5,100 | 15,700 | 3,400 | ||
Contract asset after allowance for credit loss | 26,800 | 26,800 | $ 23,700 | ||
Increase (decrease) in contract asset | 3,100 | ||||
Deferred revenues | 18,969 | 18,969 | $ 19,212 | ||
Increase (decrease) in performance obligation | 200 | ||||
Revenue recognized | 3,400 | 16,500 | |||
Release of allowance | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Performance obligation satisfied in previous period | 1,400 | 2,200 | 1,300 | 6,900 | |
Change in estimated variable consideration | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Performance obligation satisfied in previous period | $ 3,700 | $ 13,500 | $ 2,100 | $ 13,900 |
Revenues - Performance Obligati
Revenues - Performance Obligations Information (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 124.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 39.7 |
Expected timing of satisfaction | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 45.1 |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 39.7 |
Expected timing of satisfaction |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 13,875 | $ 12,797 | $ 40,727 | $ 18,202 |
Weighted average common shares outstanding - basic (shares) | 20,582 | 21,555 | 20,715 | 21,743 |
Weighted average common stock equivalents (shares) | 385 | 316 | 332 | 362 |
Weighted average common shares outstanding - diluted (shares) | 20,967 | 21,871 | 21,047 | 22,105 |
Net income (USD per share) | $ 0.67 | $ 0.59 | $ 1.97 | $ 0.84 |
Net income (USD per share) | $ 0.66 | $ 0.59 | $ 1.94 | $ 0.82 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Nov. 30, 2020 | |
Accelerated Share Repurchases [Line Items] | ||||||||
Antidilutive securities (shares) | 100,000 | 100,000 | 100,000 | 100,000 | ||||
Stock repurchased and retired | $ 28,346,000 | $ 22,059,000 | $ 52,251,000 | $ 35,243,000 | ||||
2020 Share repurchase program | ||||||||
Accelerated Share Repurchases [Line Items] | ||||||||
Share repurchase authorized amount | $ 50,000,000 | |||||||
Stock repurchased and retired (shares) | 497,547 | 405,363 | 1,020,946 | 651,081 | ||||
Stock repurchased and retired | $ 28,300,000 | $ 22,100,000 | $ 52,200,000 | $ 35,200,000 | ||||
Settlement of repurchase of shares (in shares) | 3,820 | |||||||
Share repurchases included in accounts payable | $ 200,000 | |||||||
Remaining authorized repurchase amount | $ 77,900,000 | $ 77,900,000 | ||||||
2020 Share Repurchase Program Extension Total | ||||||||
Accelerated Share Repurchases [Line Items] | ||||||||
Share repurchase authorized amount | $ 200,000,000 | $ 100,000,000 |
Financing Arrangements - Summar
Financing Arrangements - Summary of Carrying Amounts of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2017 |
Debt Instrument [Line Items] | |||
Net carrying amount | $ 342,000 | $ 232,780 | |
Current maturities of long-term debt | 0 | (559) | |
Long-term debt, net of current portion | 342,000 | 232,221 | |
Senior secured credit facility | |||
Debt Instrument [Line Items] | |||
Net carrying amount | 342,000 | 230,000 | |
Promissory note due 2024 | |||
Debt Instrument [Line Items] | |||
Net carrying amount | $ 0 | $ 2,780 | $ 5,100 |
Financing Arrangements - Narrat
Financing Arrangements - Narrative (Details) | 6 Months Ended | ||||
Jun. 30, 2017 | Mar. 31, 2015 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2017 USD ($) | |
Debt Instrument [Line Items] | |||||
Net carrying amount | $ 342,000,000 | $ 232,780,000 | |||
Property and equipment, net | $ 27,214,000 | 31,004,000 | |||
Aircraft Security Agreement | |||||
Debt Instrument [Line Items] | |||||
Property and equipment, net | 3,700,000 | ||||
Senior secured credit facility | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility | $ 600,000,000 | ||||
Option to increase revolving credit facility | 150,000,000 | ||||
Maximum principle amount | $ 750,000,000 | ||||
Percentage of other equity interests in domestic subsidiaries | 100% | ||||
Percentage of other equity interests in foreign subsidiaries | 65% | ||||
Maximum consolidated leverage ratio | 3.75 | ||||
Additional increase of consolidated leverage ratio | 4 | ||||
Minimum consolidated interest coverage ratio | 3.50 | ||||
Actual consolidated leverage ratio | 2.20 | ||||
Actual interest coverage ratio | 19.03 | ||||
Net carrying amount | $ 342,000,000 | $ 230,000,000 | |||
Percentage of weighted average interest rate of borrowings | 2.60% | 2.70% | |||
Outstanding letters of credit | $ 700,000 | $ 700,000 | |||
Unused borrowing capacity under Credit Agreement | 257,300,000 | ||||
Senior secured credit facility | Minimum | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate on borrowings (as a percent) | 1.125% | ||||
Senior secured credit facility | Minimum | Base rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate on borrowings (as a percent) | 0.125% | ||||
Senior secured credit facility | Maximum | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate on borrowings (as a percent) | 1.875% | ||||
Senior secured credit facility | Maximum | Base rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate on borrowings (as a percent) | 0.875% | ||||
Promissory note due 2024 | |||||
Debt Instrument [Line Items] | |||||
Interest rate on borrowings (as a percent) | 1.97% | ||||
Net carrying amount | 0 | 2,780,000 | $ 5,100,000 | ||
Duration of LIBOR | 1 month | ||||
Gain on sale of property, plant and equipment | $ 1,000,000 | ||||
Promissory note due 2024 | Aircraft Security Agreement | |||||
Debt Instrument [Line Items] | |||||
Net carrying amount | $ 2,800,000 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Restructuring Charges [Abstract] | |||||
Total operating expenses | $ 2,069 | $ 861 | $ 3,624 | $ 1,489 | |
Restructuring reserve | 1,521 | $ 1,521 | $ 1,140 | ||
Payment period | 12 months | ||||
Restructuring Reserve, Employee Costs, Period of Payment | 12 months | ||||
Previously Vacated Office Space | |||||
Restructuring Charges [Abstract] | |||||
Total operating expenses | 400 | $ 1,000 | |||
Employee Costs | |||||
Restructuring Charges [Abstract] | |||||
Total operating expenses | 1,100 | 1,600 | |||
Restructuring reserve | 1,174 | 1,174 | 573 | ||
Accelerated Amortization | |||||
Restructuring Charges [Abstract] | |||||
Total operating expenses | 300 | ||||
Transaction Expenses | |||||
Restructuring Charges [Abstract] | |||||
Total operating expenses | 500 | 600 | |||
Other | |||||
Restructuring Charges [Abstract] | |||||
Restructuring reserve | 347 | 347 | $ 567 | ||
hurn_Life Sciences Divestitue | Life Sciences | Business Advisory [Member] | |||||
Restructuring Charges [Abstract] | |||||
Total operating expenses | $ 100 | $ 100 |
Restructuring Charges - Restruc
Restructuring Charges - Restructuring Liability Rollforward (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 1,140 |
Additions | 2,167 |
Payments | (1,826) |
Adjustments | 40 |
Ending balance | 1,521 |
Employee Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 573 |
Additions | 1,617 |
Payments | (1,016) |
Adjustments | 0 |
Ending balance | 1,174 |
Other | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 567 |
Additions | 550 |
Payments | (810) |
Adjustments | 40 |
Ending balance | $ 347 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activity - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Jun. 30, 2022 | Mar. 16, 2020 | Jan. 30, 2020 | Jun. 22, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Interest rate swap agreement for a notional amount | $ 100 | $ 50 | $ 50 | |
Percentage of fixed rate | 0.885% | 1.50% | 1.90% | |
Interest rate cash flow hedge gain (loss) to be reclassified | $ 2.2 | |||
Gain (loss) reclassification from accumulated OCI to income, estimate of time to transfer | 12 months |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activity - Fair Value Interest Rate Swaps Designated as Cash Flow Hedging Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Prepaid expenses and other current assets | ||
Fair Value interest rate swaps designated as cash flow hedging instruments | ||
Fair Value (Derivative Asset and Liability) | $ 3,080 | $ 0 |
Other non-current assets | ||
Fair Value interest rate swaps designated as cash flow hedging instruments | ||
Fair Value (Derivative Asset and Liability) | 3,578 | 1,210 |
Accrued expenses and other current liabilities | ||
Fair Value interest rate swaps designated as cash flow hedging instruments | ||
Fair Value (Derivative Asset and Liability) | 0 | 1,604 |
Deferred compensation and other liabilities | ||
Fair Value interest rate swaps designated as cash flow hedging instruments | ||
Fair Value (Derivative Asset and Liability) | $ 0 | $ 149 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair value, measurements, recurring - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Asset/Liability | ||
Assets | $ 101,921 | $ 105,975 |
Liabilities | 3,266 | 4,913 |
Contingent consideration for business acquisitions | ||
Fair Value, Asset/Liability | ||
Liabilities | 3,266 | 3,743 |
Interest rate swaps | ||
Fair Value, Asset/Liability | ||
Assets | 6,658 | 627 |
Liabilities | 1,170 | |
Convertible debt investment | ||
Fair Value, Asset/Liability | ||
Assets | 63,352 | 65,918 |
Level 1 | ||
Fair Value, Asset/Liability | ||
Assets | 0 | 0 |
Liabilities | 0 | 0 |
Level 1 | Contingent consideration for business acquisitions | ||
Fair Value, Asset/Liability | ||
Liabilities | 0 | 0 |
Level 1 | Interest rate swaps | ||
Fair Value, Asset/Liability | ||
Assets | 0 | 0 |
Liabilities | 0 | |
Level 1 | Convertible debt investment | ||
Fair Value, Asset/Liability | ||
Assets | 0 | 0 |
Level 2 | ||
Fair Value, Asset/Liability | ||
Assets | 38,569 | 40,057 |
Liabilities | 0 | 1,170 |
Level 2 | Contingent consideration for business acquisitions | ||
Fair Value, Asset/Liability | ||
Liabilities | 0 | 0 |
Level 2 | Interest rate swaps | ||
Fair Value, Asset/Liability | ||
Assets | 6,658 | 627 |
Liabilities | 1,170 | |
Level 2 | Convertible debt investment | ||
Fair Value, Asset/Liability | ||
Assets | 0 | 0 |
Level 3 | ||
Fair Value, Asset/Liability | ||
Assets | 63,352 | 65,918 |
Liabilities | 3,266 | 3,743 |
Level 3 | Contingent consideration for business acquisitions | ||
Fair Value, Asset/Liability | ||
Liabilities | 3,266 | 3,743 |
Level 3 | Interest rate swaps | ||
Fair Value, Asset/Liability | ||
Assets | 0 | 0 |
Liabilities | 0 | |
Level 3 | Convertible debt investment | ||
Fair Value, Asset/Liability | ||
Assets | 63,352 | 65,918 |
Deferred compensation assets | ||
Fair Value, Asset/Liability | ||
Assets | 31,911 | 39,430 |
Deferred compensation assets | Level 1 | ||
Fair Value, Asset/Liability | ||
Assets | 0 | 0 |
Deferred compensation assets | Level 2 | ||
Fair Value, Asset/Liability | ||
Assets | 31,911 | 39,430 |
Deferred compensation assets | Level 3 | ||
Fair Value, Asset/Liability | ||
Assets | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jan. 17, 2024 | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Long-term investments | $ 96,982 | $ 72,584 | ||||
Equity securities without readily determinable fair value | $ 5,000 | |||||
Unrealized gain on investment | $ 26,964 | $ 0 | ||||
Shorelight Holdings LLC | Forecast | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Maturity date | Jan. 17, 2024 | |||||
Contingent consideration for business acquisitions | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Measurement input | 0.035 | |||||
Contingent consideration for business acquisitions | Minimum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Measurement input | 0.024 | |||||
Contingent consideration for business acquisitions | Maximum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Measurement input | 0.051 | |||||
Contingent consideration for business acquisitions | Weighted Average | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Measurement input | 0.037 | |||||
Convertible debt investment | Shorelight Holdings LLC | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Long-term investments | $ 40,900 | |||||
Interest rate (as a percent) | 1.69% | |||||
Preferred Stock | Medically Home Group Inc | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Long-term investments | $ 33,600 | $ 6,700 | ||||
Unrealized gain on investment | $ 27,000 | |||||
Cumulative unrealized gains | $ 28,600 | |||||
Discount rate | Convertible debt investment | Shorelight Holdings LLC | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Measurement input | 0.230 | 0.225 | ||||
Price volatility | Convertible debt investment | Shorelight Holdings LLC | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Measurement input | 0.375 | 0.450 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Convertible Debt Investment Reconciliation (Details) - Fair value, measurements, recurring $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Roll Forward] | |
Beginning balance | $ 105,975 |
Ending balance | 101,921 |
Convertible Debt Securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Roll Forward] | |
Beginning balance | 65,918 |
Change in fair value | (2,566) |
Ending balance | $ 63,352 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Contingent Consideration for Business Acquisitions (Details) - Fair value, measurements, recurring $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Roll Forward] | |
Beginning balance | $ 4,913 |
Ending balance | 3,266 |
Contingent consideration for business acquisitions | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Roll Forward] | |
Beginning balance | 3,743 |
Acquisition | 869 |
Payment | (1,379) |
Change in fair value | 33 |
Ending balance | $ 3,266 |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss ) - Components of Other Comprehensive Loss, Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | $ (656) | $ 82 | $ (699) | $ 482 |
Unrealized gain (loss) on investment | 1,051 | 1,936 | (2,566) | (4,392) |
Unrealized gain (loss) on cash flow hedges: | ||||
Change in fair value | 1,024 | (305) | 6,692 | 884 |
Reclassification adjustments into earnings | 297 | 601 | 509 | 1,381 |
Net unrealized gain (loss) | 1,321 | 296 | 7,201 | 2,265 |
Other comprehensive income (loss) | 1,716 | 2,314 | 3,936 | (1,645) |
Tax (Expense) Benefit | ||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 |
Unrealized gain (loss) on investment | (278) | (514) | 678 | 1,166 |
Unrealized gain (loss) on cash flow hedges: | ||||
Change in fair value | (271) | 78 | (1,770) | (259) |
Reclassification adjustments into earnings | (79) | (156) | (135) | (359) |
Net unrealized gain (loss) | (350) | (78) | (1,905) | (618) |
Other comprehensive income (loss) | (628) | (592) | (1,227) | 548 |
Net of Taxes | ||||
Foreign currency translation adjustments | (656) | 82 | (699) | 482 |
Unrealized gain (loss) on investment | 773 | 1,422 | (1,888) | (3,226) |
Unrealized gain (loss) on cash flow hedges: | ||||
Change in fair value | 753 | (227) | 4,922 | 625 |
Reclassification adjustments into earnings | 218 | 445 | 374 | 1,022 |
Net unrealized gain (loss) | 971 | 218 | 5,296 | 1,647 |
Other comprehensive income (loss) | $ 1,088 | $ 1,722 | $ 2,709 | $ (1,097) |
Other Comprehensive Income (L_4
Other Comprehensive Income (Loss ) - Components of Accumulated Other Comprehensive Loss, Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 582,282 | $ 541,003 | $ 571,900 | $ 551,942 |
Current period change | 1,088 | 1,722 | 2,709 | (1,097) |
Ending balance | 575,359 | 538,138 | 575,359 | 538,138 |
Accumulated Other Comprehensive Income | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 18,461 | 10,242 | 16,840 | 13,061 |
Ending balance | 19,549 | $ 11,964 | 19,549 | $ 11,964 |
Foreign Currency Translation | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (1,143) | |||
Current period change | (699) | |||
Ending balance | (1,842) | (1,842) | ||
Available-for-Sale Investment | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 18,374 | |||
Current period change | (1,888) | |||
Ending balance | 16,486 | 16,486 | ||
Cash Flow Hedges | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (391) | |||
Current period change | 5,296 | |||
Ending balance | $ 4,905 | $ 4,905 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate (as a percent) | 36% | 21.30% | 31.90% | 21.50% |
Income tax expense | $ 7,802 | $ 3,454 | $ 19,077 | $ 4,990 |
Income from continuing operations before income tax expense | $ 21,677 | $ 16,251 | $ 59,804 | $ 23,192 |
Statutory income tax rate, inclusive of state income tax (as a percent) | 26.40% | 26.60% | 26.40% | 26.60% |
Unrecognized tax benefits | $ 700 | $ 700 | ||
Decrease in unrecognized tax benefits is reasonably possible | $ 100 | $ 100 |
Commitments, Contingencies an_2
Commitments, Contingencies and Guarantees (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments And Contingencies [Line Items] | ||
Loss Contingency, Management's Assessment and Process | Based on the available information to date, we estimate that the potential comprehensive resolution of this matter will not result in a material loss. | |
Lessee, Operating Lease, Lease Not yet Commenced, Description | In the second quarter of 2022, we entered into a lease agreement for office space in Washington, D.C. that will commence in July 2022 with a term through June 2028. Among other items, this agreement provides a renewal option to extend the term of the lease for an additional 5 year period | |
Fair value, measurements, recurring | ||
Commitments And Contingencies [Line Items] | ||
Contingent consideration liability | $ 3,266 | $ 4,913 |
Contingent consideration for business acquisitions | Fair value, measurements, recurring | ||
Commitments And Contingencies [Line Items] | ||
Contingent consideration liability | 3,266 | 3,743 |
Level 3 | Fair value, measurements, recurring | ||
Commitments And Contingencies [Line Items] | ||
Contingent consideration liability | 3,266 | 3,743 |
Level 3 | Contingent consideration for business acquisitions | Fair value, measurements, recurring | ||
Commitments And Contingencies [Line Items] | ||
Contingent consideration liability | 3,266 | 3,743 |
Senior secured credit facility | ||
Commitments And Contingencies [Line Items] | ||
Guarantees in the form of letters of credit | $ 700 | $ 700 |
Segment Information - Narrative
Segment Information - Narrative (Details) - Segment | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | |||||
Number of operating segments | 3 | ||||
Receivables from major customers (as a percent) | 1,000% | 1,000% | 1,000% | ||
Revenue generated by major client percentage | 1,000% | 1,000% | 1,000% | 1,000% |
Segment Information - Component
Segment Information - Components of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Components of Segment Information | ||||
Revenues | $ 273,325 | $ 230,126 | $ 533,374 | $ 433,339 |
Operating income | 29,004 | 16,129 | 44,962 | 24,369 |
Reimbursable expenses | 7,492 | 3,252 | 12,218 | 5,186 |
Total revenues and reimbursable expenses | 280,817 | 233,378 | 545,592 | 438,525 |
Depreciation and amortization | 6,902 | 6,356 | 13,766 | 12,709 |
Other income (expense), net | (7,327) | 122 | 14,842 | (1,177) |
Income (loss) from continuing operations before income taxes | 21,677 | 16,251 | 59,804 | 23,192 |
Healthcare | ||||
Components of Segment Information | ||||
Revenues | 128,474 | 114,750 | 250,350 | 210,725 |
Education | ||||
Components of Segment Information | ||||
Revenues | 88,225 | 60,475 | 168,887 | 111,817 |
Commercial: | ||||
Components of Segment Information | ||||
Revenues | 56,626 | 54,901 | 114,137 | 110,797 |
Operating segments | ||||
Components of Segment Information | ||||
Revenues | 273,325 | 230,126 | 533,374 | 433,339 |
Operating income | 63,970 | 55,709 | 118,522 | 97,923 |
Reimbursable expenses | 7,492 | 3,252 | 12,218 | 5,186 |
Total revenues and reimbursable expenses | 280,817 | 233,378 | 545,592 | 438,525 |
Operating segments | Healthcare | ||||
Components of Segment Information | ||||
Revenues | 128,474 | 114,750 | 250,350 | 210,725 |
Operating income | $ 30,364 | $ 30,527 | $ 58,396 | $ 54,354 |
Segment operating income as a percentage of segment revenues | 23.60% | 26.60% | 23.30% | 25.80% |
Operating segments | Education | ||||
Components of Segment Information | ||||
Revenues | $ 88,225 | $ 60,475 | $ 168,887 | $ 111,817 |
Operating income | $ 21,691 | $ 14,142 | $ 35,997 | $ 22,679 |
Segment operating income as a percentage of segment revenues | 24.60% | 23.40% | 21.30% | 20.30% |
Operating segments | Commercial: | ||||
Components of Segment Information | ||||
Revenues | $ 56,626 | $ 54,901 | $ 114,137 | $ 110,797 |
Operating income | $ 11,915 | $ 11,040 | $ 24,129 | $ 20,890 |
Segment operating income as a percentage of segment revenues | 21% | 20.10% | 21.10% | 18.90% |
Segment reconciling items | ||||
Components of Segment Information | ||||
Operating income | $ 29,004 | $ 16,129 | $ 44,962 | $ 24,369 |
Other operating expenses | 29,912 | 34,325 | 63,460 | 63,134 |
Depreciation and amortization | 5,054 | 5,255 | 10,100 | 10,420 |
Other income (expense), net | $ (7,327) | $ 122 | $ 14,842 | $ (1,177) |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 273,325 | $ 230,126 | $ 533,374 | $ 433,339 |
Consulting And Managed Services Capability [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 147,871 | 145,004 | 298,455 | 267,555 |
Digital Capability [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 125,454 | 85,122 | 234,919 | 165,784 |
Healthcare | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 128,474 | 114,750 | 250,350 | 210,725 |
Healthcare | Consulting And Managed Services Capability [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 83,955 | 85,655 | 167,714 | 152,584 |
Healthcare | Digital Capability [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 44,519 | 29,095 | 82,636 | 58,141 |
Education | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 88,225 | 60,475 | 168,887 | 111,817 |
Education | Consulting And Managed Services Capability [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 49,279 | 33,476 | 93,460 | 61,509 |
Education | Digital Capability [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 38,946 | 26,999 | 75,427 | 50,308 |
Commercial: | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 56,626 | 54,901 | 114,137 | 110,797 |
Commercial: | Consulting And Managed Services Capability [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 14,637 | 25,873 | 37,281 | 53,462 |
Commercial: | Digital Capability [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 41,989 | $ 29,028 | $ 76,856 | $ 57,335 |