Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 25, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 $0.01 per share | |
Trading Symbol | HURN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 19,211,704 | |
Entity Central Index Key | 0001289848 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 12,026 | $ 11,834 |
Receivables from clients, net of allowances of $12,803 and $10,600, respectively | 147,037 | 147,852 |
Unbilled services, net of allowances of $5,937 and $3,850, respectively | 173,454 | 141,781 |
Income tax receivable | 275 | 960 |
Prepaid expenses and other current assets | 28,718 | 26,057 |
Total current assets | 361,510 | 328,484 |
Property and equipment, net | 24,179 | 26,107 |
Deferred income taxes, net | 1,410 | 1,554 |
Long-term investments | 96,473 | 91,194 |
Operating lease right-of-use assets | 28,692 | 30,304 |
Other non-current assets | 80,154 | 73,039 |
Intangible assets, net | 21,161 | 23,392 |
Goodwill | 624,966 | 624,966 |
Total assets | 1,238,545 | 1,199,040 |
Current liabilities: | ||
Accounts payable | 9,556 | 14,254 |
Accrued expenses and other current liabilities | 28,938 | 27,268 |
Accrued payroll and related benefits | 78,354 | 171,723 |
Current maturities of operating lease liabilities | 10,825 | 10,530 |
Deferred revenues | 20,542 | 21,909 |
Total current liabilities | 148,215 | 245,684 |
Non-current liabilities: | ||
Deferred compensation and other liabilities | 38,404 | 33,614 |
Long-term debt | 447,000 | 290,000 |
Operating lease liabilities, net of current portion | 43,393 | 45,556 |
Deferred income taxes, net | 32,564 | 32,146 |
Total non-current liabilities | 561,361 | 401,316 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Common stock; $0.01 par value; 500,000,000 shares authorized; 22,047,299 and 22,507,159 shares issued, respectively | 220 | 223 |
Treasury stock, at cost, 2,842,144 and 2,711,712 shares, respectively | (141,353) | (137,556) |
Additional paid-in capital | 284,420 | 318,706 |
Retained earnings | 365,967 | 352,548 |
Accumulated other comprehensive income | 19,715 | 18,119 |
Total stockholders’ equity | 528,969 | 552,040 |
Total liabilities and stockholders’ equity | $ 1,238,545 | $ 1,199,040 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 12,803 | $ 10,600 |
Unbilled services, allowance for credit losses | $ 5,937 | $ 3,850 |
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) | 22,047,299 | 22,507,159 |
Treasury stock, shares (shares) | 2,842,144 | 2,711,712 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues and reimbursable expenses: | ||
Revenues | $ 317,895 | $ 260,049 |
Reimbursable expenses | 8,490 | 4,726 |
Total revenues and reimbursable expenses | 326,385 | 264,775 |
Operating expenses: | ||
Direct costs (exclusive of depreciation and amortization included below) | 228,383 | 187,247 |
Reimbursable expenses | 8,624 | 4,756 |
Selling, general and administrative expenses | 62,289 | 48,395 |
Restructuring charges | 2,284 | 1,555 |
Depreciation and amortization | 6,374 | 6,864 |
Total operating expenses | 307,954 | 248,817 |
Operating income | 18,431 | 15,958 |
Other income (expense), net: | ||
Interest expense, net of interest income | (4,303) | (2,196) |
Other income, net | 1,719 | 24,365 |
Total other income (expense), net | (2,584) | 22,169 |
Income before taxes | 15,847 | 38,127 |
Income tax expense | 2,428 | 11,275 |
Net income | $ 13,419 | $ 26,852 |
Earnings per share: | ||
Net income per basic share (in dollars per share) | $ 0.70 | $ 1.29 |
Net income (USD per share) | $ 0.68 | $ 1.27 |
Weighted average shares used in calculating earnings per share: | ||
Basic (shares) | 19,119 | 20,850 |
Diluted (shares) | 19,699 | 21,167 |
Comprehensive income (loss): | ||
Net income (loss) | $ 13,419 | $ 26,852 |
Foreign currency translation adjustments, net of tax | 52 | (43) |
Unrealized gain (loss) on investment, net of tax | 3,873 | (2,661) |
Unrealized gain (loss) on cash flow hedging instruments, net of tax | (2,329) | 4,325 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent, Total | 1,596 | 1,621 |
Comprehensive income | $ 15,015 | $ 28,473 |
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 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares, Issued | 23,868,918 | 2,908,849 | ||||
Stockholders' Equity Attributable to Parent | $ 571,900 | $ 239 | $ (135,969) | $ 413,794 | $ 276,996 | $ 16,840 |
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 | 28,473 | 26,852 | 1,621 | |||
Restricted stock awards, net of cancellations (shares) | 277,629 | (130,240) | ||||
Restricted stock awards, net of cancellations | 0 | $ 3 | $ 7,486 | (7,489) | ||
Exercise of stock options (shares) | 16,805 | |||||
Exercise of stock options | 647 | 647 | ||||
Share-based compensation | 12,051 | 12,051 | ||||
Shares redeemed for employee tax withholdings (shares) | (139,491) | |||||
Shares redeemed for employee tax withholdings | (6,884) | $ (6,884) | ||||
Stock repurchased and retired (shares) | (523,399) | |||||
Share repurchases | (23,905) | $ (5) | (23,900) | |||
Shares, Issued | 23,639,953 | 2,918,100 | ||||
Stockholders' Equity Attributable to Parent | 582,282 | $ 237 | $ (135,367) | 395,103 | 303,848 | 18,461 |
Shares, Issued | 22,231,593 | 2,953,147 | ||||
Stockholders' Equity Attributable to Parent | 552,040 | $ 223 | $ (137,556) | 318,706 | 352,548 | 18,119 |
Beginning balance (shares) at Dec. 31, 2022 | 22,231,593 | 2,953,147 | ||||
Beginning balance at Dec. 31, 2022 | 552,040 | $ 223 | $ (137,556) | 318,706 | 352,548 | 18,119 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income | 15,015 | 13,419 | 1,596 | |||
Restricted stock awards, net of cancellations (shares) | 297,581 | (118,449) | ||||
Restricted stock awards, net of cancellations | 0 | $ 3 | $ 5,732 | (5,735) | ||
Exercise of stock options (shares) | 14,145 | |||||
Exercise of stock options | 627 | 627 | ||||
Share-based compensation | 15,089 | 15,089 | ||||
Shares redeemed for employee tax withholdings (shares) | (135,420) | |||||
Shares redeemed for employee tax withholdings | (9,529) | $ (9,529) | ||||
Stock repurchased and retired (shares) | (632,894) | |||||
Share repurchases | (44,273) | $ (6) | (44,267) | |||
Shares, Issued | 21,910,425 | 2,970,118 | ||||
Stockholders' Equity Attributable to Parent | $ 528,969 | $ 220 | $ (141,353) | $ 284,420 | $ 365,967 | $ 19,715 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 13,419 | $ 26,852 |
Adjustments to reconcile net income to cash flows from operating activities: | ||
Depreciation and amortization | 6,407 | 6,864 |
Non-cash lease expense | 1,644 | 1,640 |
Lease-related impairment charge | 1,870 | 0 |
Share-based compensation | 11,562 | 7,935 |
Amortization of debt discount and issuance costs | 191 | 198 |
Allowances for doubtful accounts | 3 | 28 |
Deferred income taxes | 0 | 7,129 |
Gain on sale of property, plant and equipment | (1) | 1,067 |
Change in fair value of contingent consideration liabilities | 435 | 12 |
Change in fair value of preferred stock investment | 0 | (26,964) |
Changes in operating assets and liabilities, net of acquisitions and divestiture: | ||
(Increase) decrease in receivables from clients, net | 827 | 5,791 |
(Increase) decrease in unbilled services, net | (31,669) | (35,239) |
(Increase) decrease in current income tax receivable / payable, net | 1,487 | 3,266 |
(Increase) decrease in other assets | (5,205) | 1,361 |
Increase (decrease) in accounts payable and other liabilities | (1,881) | (7,044) |
Increase (decrease) in accrued payroll and related benefits | (89,843) | (70,689) |
Increase (decrease) in deferred revenues | (1,349) | 828 |
Net cash used in operating activities | (92,101) | (79,099) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,956) | (3,924) |
Payment to Acquire Life Insurance Policy, Investing Activities | 1,833 | 0 |
Purchases of businesses | 38 | (2,289) |
Capitalization of internally developed software costs | (6,575) | (2,060) |
Proceeds from Sale and Collection of Notes Receivable | 154 | 0 |
Proceeds from sale of property and equipment | 0 | 4,750 |
Divestiture of business | 0 | 207 |
Net cash used in investing activities | (10,172) | (3,316) |
Cash flows from financing activities: | ||
Proceeds from exercises of stock options | 627 | 648 |
Shares redeemed for employee tax withholdings | (9,529) | (6,884) |
Share repurchases | (45,133) | (24,097) |
Proceeds from bank borrowings | 201,000 | 150,000 |
Repayments of bank borrowings | (44,000) | (47,780) |
Payments for debt issuance costs | (16) | 0 |
Deferred payments on business acquisition | (500) | (500) |
Net cash provided by financing activities | 102,449 | 71,387 |
Effect of exchange rate changes on cash | 16 | (5) |
Net increase (decrease) in cash and cash equivalents | 192 | (11,033) |
Cash and cash equivalents at beginning of the period | 11,834 | 20,781 |
Cash and cash equivalents at end of the period | 12,026 | 9,748 |
Non-cash investing and financing activities: | ||
Property and equipment expenditures and capitalized software included in current liabilities | 4,062 | 2,682 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 748 | 102 |
Contingent consideration related to purchase of business | $ 0 | $ 869 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Huron is a global professional services firm that partners with clients to develop growth strategies, optimize operations and accelerate 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 products and manage our business through three operating segments: Healthcare, Education and Commercial. See Note 13 “Segment Information” for more information. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting PoliciesThe accompanying unaudited consolidated financial statements reflect the financial position, results of operations, and cash flows as of and for the three months ended March 31, 2023 and 2022. 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 for the year ended December 31, 2022 included in our Annual Report on Form 10-K. Our results for any interim period are not necessarily indicative of results for a full year or any other interim period. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023. Healthcare Education Commercial Total Balance as of December 31, 2022: Goodwill $ 644,238 $ 123,652 $ 312,968 $ 1,080,858 Accumulated impairment losses (190,024) (1,417) (264,451) (455,892) Goodwill, net as of December 31, 2022 $ 454,214 $ 122,235 $ 48,517 $ 624,966 Goodwill, net as of March 31, 2023 $ 454,214 $ 122,235 $ 48,517 $ 624,966 Intangible Assets Intangible assets as of March 31, 2023 and December 31, 2022 consisted of the following: As of March 31, 2023 As of December 31, 2022 Useful Life Gross Accumulated Gross Accumulated Customer relationships 5 to 13 $ 65,083 $ 49,257 $ 74,583 $ 57,219 Technology and software 2 to 5 13,330 8,513 13,330 7,975 Trade names 6 6,000 6,000 6,000 5,907 Non-competition agreements 2 to 5 920 402 920 340 Total $ 85,333 $ 64,172 $ 94,833 $ 71,441 Identifiable intangible assets with finite lives are amortized over their estimated useful lives. Customer relationships 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 $2.2 million and $2.9 million for the three months ended March 31, 2023 and 2022, respectively. The table below sets forth the estimated annual amortization expense for the intangible assets recorded as of March 31, 2023. Year Ending December 31, Estimated Amortization Expense 2023 $ 8,122 2024 $ 4,674 2025 $ 3,503 2026 $ 2,519 2027 $ 1,773 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 |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues For the three months ended March 31, 2023 and 2022, we recognized revenues of $317.9 million and $260.0 million, respectively. Of the $317.9 million recognized in the first quarter of 2023, we recognized revenues of $1.2 million from obligations satisfied, or partially satisfied, in prior periods, due to the release of allowances on receivables from clients and unbilled services. During the first quarter of 2023, we also recognized a $2.5 million decrease to revenues due to changes in the estimates of our variable consideration under performance-based billing arrangements. Of the $260.0 million recognized in the first quarter of 2022, we recognized revenues of $1.9 million from obligations satisfied, or partially satisfied, in prior periods, of which $1.0 million was primarily due to the release of allowances on receivables from clients and unbilled services, and $0.9 million was due to changes in the estimates of our variable consideration under performance-based billing arrangements. As of March 31, 2023, we had $143.8 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 $143.8 million of performance obligations, we expect to recognize $61.9 million as revenue in 2023, $33.5 million in 2024, and the remaining $48.4 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 March 31, 2023 and December 31, 2022 was $45.1 million and $50.2 million, respectively. The $5.1 million decrease 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 Net income $ 13,419 $ 26,852 Weighted average common shares outstanding – basic 19,119 20,850 Weighted average common stock equivalents 580 317 Weighted average common shares outstanding – diluted 19,699 21,167 Net income per basic share $ 0.70 $ 1.29 Net income per diluted share $ 0.68 $ 1.27 The number of anti-dilutive securities excluded from the computation of the weighted average common stock equivalents presented above for the three months ended March 31, 2023 and 2022 were less than 0.1 million shares and 0.4 million shares, respectively, 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. Subsequent to the initial authorization, our board of directors authorized extensions of the share repurchase program through December 31, 2023 and increased the authorized amount to $300 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 months ended March 31, 2023, we repurchased and retired 632,894 shares for $44.3 million, and settled the repurchase of 15,200 shares for $1.1 million which were accrued as of December 31, 2022. In the three months ended March 31, 2022, we repurchased and retired 523,399 shares for $23.9 million, and settled the repurchase of 3,820 shares for $0.2 million that were accrued as of December 31, 2021. As of March 31, 2023, $64.8 million remained available for share repurchases under our share repurchase program. |
Financing Arrangements
Financing Arrangements | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | Financing Arrangements The Company has a $600 million five-year senior secured revolving credit facility, subject to the terms of a Third Amended and Restated Credit Agreement dated as of November 15, 2022 (the "Amended Credit Agreement") that becomes due and payable in full upon maturity on November 15, 2027. The Amended Credit Agreement provides the option to increase the revolving credit facility or establish term loan facilities in an aggregate amount up to $250 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 $850 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, share repurchases, permitted acquisitions, and other 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, three or six month Term SOFR 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 Term SOFR 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. In April 2023, the Company and PNC Capital Markets, LLC, as Sustainability Structuring Agent, with the consent of the Required Lenders (as defined in the Amended Credit Agreement), amended the Amended Credit Agreement to incorporate specified key performance indicators with respect to certain environmental, social and governance targets of the Company. Based upon the performance of the Company against those key performance indicators in each Reference Year (as defined in the First Amendment), certain adjustments to the otherwise applicable rates for interest, commitment fees and letter of credit fees will be made. These annual adjustments will not exceed an increase or decrease of 0.01% in the aggregate for all key performance indicators in the case of the commitment fee rate or an increase or decrease of 0.05% in the aggregate for all key performance indicators in the case of the Term SOFR borrowings, base rate borrowings or letter of credit fee rate. 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 Third Amended and Restated Security Agreement and a Third 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) entitled to vote and 100% of the stock or other equity interests in each material first-tier foreign subsidiary not entitled to vote. 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 4.25 to 1.00 upon the occurrence of a Qualified Acquisition (as defined in the Amended Credit Agreement), and (ii) a minimum Consolidated Interest Coverage Ratio (defined as the ratio of consolidated EBITDA to interest) of 3.00 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 March 31, 2023, we were in compliance with these financial covenants with a Consolidated Leverage Ratio of 2.75 to 1.00 and a Consolidated Interest Coverage Ratio of 12.63 to 1.00. Borrowings outstanding under the Amended Credit Agreement at March 31, 2023 totaled $447.0 million and are classified as long-term debt in our consolidated balance sheet. These borrowings carried a weighted average interest rate of 4.8%, including the effect of the interest rate swaps described in Note 8 “Derivative Instruments and Hedging Activity.” Borrowings outstanding under the Amended Credit Agreement at December 31, 2022 were $290.0 million and carried a weighted average interest rate of 3.8%, including the effect of the interest rate swaps in effect at that time. 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 March 31, 2023, we had outstanding letters of credit totaling $0.6 million, which are used as security deposits for our office facilities. As of March 31, 2023, the unused borrowing capacity under the revolving credit facility was $152.4 million. |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring ChargesRestructuring charges for the three months ended March 31, 2023 and 2022 were $2.3 million and $1.6 million, respectively. In the first quarter of 2023, we exited our office space in Hillsboro, Oregon which resulted in a $1.9 million non-cash impairment charge on the related fixed assets and right-of-use operating lease asset of that office space. Additionally, in the first quarter of 2023, we recognized $0.4 million of additional restructuring expense for rent and related expenses, net of sublease income, for previously vacated office spaces. The $1.6 million of restructuring charges incurred in the first three months of 2022 included $0.6 million for rent and related expenses, net of sublease income, for previously vacated office spaces, $0.5 million of employee-related expenses, $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 for third-party transaction expenses related to the modification of our operating model. The table below sets forth the changes in the carrying amount of our restructuring charge liability by restructuring type for the three months ended March 31, 2023. Employee Costs Other Total Balance as of December 31, 2022 $ 3,751 $ 568 $ 4,319 Payments (2,966) (33) (2,999) Balance as of March 31, 2023 $ 785 $ 535 $ 1,320 All of the $0.8 million restructuring charge liability related to employee costs at March 31, 2023 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 $0.5 million other restructuring charge liability at March 31, 2023, which relates to the early termination of a contract in 2022, is expected to be paid in 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 | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activity | Derivative Instruments and Hedging Activity In the normal course of business, we use forward interest rate swaps to manage the interest rate risk associated with our variable-rate borrowings under our senior secured credit facility and we use non-deliverable foreign exchange forward contracts to manage the foreign currency exchange rate risk related to our Indian Rupee-denominated expenses of our operations in India. From time to time, we may enter into additional forward interest rate swaps or non-deliverable foreign exchange forward contracts to further hedge against our interest rate risk and foreign currency exchange rate risk. We do not use derivative instruments for trading or other speculative purposes. We have designated all of our derivative instruments as cash flow hedges. Therefore, changes in the fair value of the interest rate swaps and foreign exchange forward contracts are recorded to other comprehensive income (“OCI”) to the extent effective and reclassified to earnings upon settlement. Interest Rate Swaps We are party to forward interest rate swap agreements with aggregate notional amounts of $250.0 million and $200.0 million as of March 31, 2023 and December 31, 2022, respectively. Under the terms of the interest rate swap agreements, we receive from the counterparty interest on the notional amount based on one month Term SOFR and we pay to the counterparty a stated, fixed rate. The forward interest rate swap agreements have staggered maturities through February 29, 2028. As of March 31, 2023, it was anticipated that $5.1 million of the gains, net of tax, related to interest rate swaps currently recorded in accumulated other comprehensive income will be reclassified into interest expense, net of interest income in our consolidated statement of operations within the next 12 months. Foreign Exchange Forward Contracts We are party to non-deliverable foreign exchange forward contracts that are scheduled to mature monthly through December 29, 2023. As of March 31, 2023 and December 31, 2022, the aggregate notional amounts of these contracts were INR 789.6 million, or $9.6 million, and INR 657.9 million, or $8.0 million, respectively, based on the exchange rates in effect as of each period end. As of March 31, 2023, it was anticipated that less than $0.1 million of the gains, net of tax, related to foreign exchange forward contracts currently recorded in accumulated other comprehensive income will be reclassified into direct costs in our consolidated statement of operations within the next 12 months. The table below sets forth additional information relating to our derivative instruments as of March 31, 2023 and December 31, 2022. Derivative Instrument Balance Sheet Location March 31, December 31, Interest rate swaps Prepaid expenses and other current assets $ 6,628 $ 7,108 Interest rate swaps Other non-current assets 3,220 5,131 Foreign exchange forward contracts Prepaid expenses and other current assets 65 — Total Assets $ 9,913 $ 12,239 Interest rate swaps Deferred compensation and other liabilities $ 948 $ — Foreign exchange forward contracts Accrued expenses and other current liabilities 19 120 Total Liabilities $ 967 $ 120 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. Refer to Note 10 “Other Comprehensive Income (Loss)” for additional information on our derivative instruments. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022. Level 1 Level 2 Level 3 Total March 31, 2023 Assets: Interest rate swaps $ — $ 9,482 $ — $ 9,482 Convertible debt investment — — 62,842 62,842 Foreign exchange forward contracts — 65 — 65 Deferred compensation assets — 33,489 — 33,489 Total assets $ — $ 43,036 $ 62,842 $ 105,878 Liabilities: Interest rate swaps $ — $ 582 $ — $ 582 Foreign exchange forward contracts — 19 — 19 Contingent consideration for business acquisitions — — 3,625 3,625 Total liabilities $ — $ 601 $ 3,625 $ 4,226 December 31, 2022 Assets: Interest rate swaps $ — $ 12,239 $ — $ 12,239 Convertible debt investment — — 57,563 57,563 Deferred compensation assets — 29,875 — 29,875 Total assets $ — $ 42,114 $ 57,563 $ 99,677 Liabilities: Foreign exchange forward contracts $ — $ 120 $ — $ 120 Contingent consideration for business acquisitions — — 3,190 3,190 Total liabilities $ — $ 120 $ 3,190 $ 3,310 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 8 “Derivative Instruments and Hedging Activity” for additional information on our interest rate swaps. Foreign exchange forward contracts : The fair values of our foreign exchange forward contracts were derived using estimates to settle the foreign exchange forward contracts agreements, which are based on the net present value of expected future cash flows on each contract utilizing market-based inputs, including both forward and spot prices, and a discount rate reflecting the risks involved. Refer to Note 8 “Derivative Instruments and Hedging Activity” for additional information on our foreign exchange forward contracts. 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. 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, 2027, 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. We continue to monitor the key factors of our VIE analysis and the terms of the convertible notes to ensure our accounting treatment is appropriate. We have not identified any changes to Shorelight or our investment that would change our classification of the investment as 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, 2027; 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 23.5% and 24.0% as of March 31, 2023 and December 31, 2022, respectively; and the concluded equity volatility of 40.0% as of March 31, 2023 and December 31, 2022, 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 three months ended March 31, 2023. Convertible Debt Investment Balance as of December 31, 2022 $ 57,563 Change in fair value 5,279 Balance as of March 31, 2023 $ 62,842 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 5.9% as of March 31, 2023 and 5.5% as of December 31, 2022. 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 three months ended March 31, 2023. Contingent Consideration for Business Acquisitions Balance as of December 31, 2022 $ 3,190 Change in fair value 435 Balance as of March 31, 2023 $ 3,625 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 an 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. During the first quarter of 2022, we recognized a pre-tax unrealized gain of $27.0 million based on an observable price change of preferred stock issued by Medically Home with similar rights and preferences to our preferred stock investment, a Level 2 input. There were no observable price changes for the remainder of 2022 or in the first quarter of 2023. Since our initial investment, we have recognized cumulative pre-tax unrealized gains of $28.6 million, which were recorded to other income (expense), net in our consolidated statement of operations, and we have not identified any impairments of our investment. As of March 31, 2023 and December 31, 2022, the carrying amount of our preferred stock investment was $33.6 million. 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 6 “Financing Arrangements” for additional information on our senior secured credit facility. 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) | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 and 2022. Three Months Ended Three Months Ended Before Tax Net of Before Tax Net of Foreign currency translation adjustments $ 52 $ — $ 52 $ (43) $ — $ (43) Unrealized gain (loss) on investment $ 5,279 $ (1,406) $ 3,873 $ (3,617) $ 956 $ (2,661) Interest rate swaps: Change in fair value $ (1,807) $ 481 $ (1,326) $ 5,668 $ (1,499) $ 4,169 Reclassification adjustments into earnings (1,532) 407 (1,125) 212 (56) 156 Net unrealized gain (loss) on interest rate swaps $ (3,339) $ 888 $ (2,451) $ 5,880 $ (1,555) $ 4,325 Foreign exchange forward contracts: Change in fair value $ 154 $ (41) $ 113 $ — $ — $ — Reclassification adjustments into earnings 12 (3) 9 — — — Net unrealized gain on foreign exchange forward contracts $ 166 $ (44) $ 122 $ — $ — $ — Other comprehensive income (loss) $ 2,158 $ (562) $ 1,596 $ 2,220 $ (599) $ 1,621 The before tax amounts reclassified from accumulated other comprehensive income related to our interest rate swaps and foreign exchange forward contracts are recorded to interest expense, net of interest income, and direct costs, respectively. Refer to Note 8 “Derivative Instruments and Hedging Activity” for additional information on our derivative instruments. Accumulated other comprehensive income, net of tax, includes the following components: Cash Flow Hedges Foreign Currency Translation Available-for-Sale Investment Interest Rate Swaps Foreign Exchange Forward Contracts Total Balance as of December 31, 2022 $ (3,033) $ 12,228 $ 9,012 $ (88) $ 18,119 Current period change 52 3,873 (2,451) 122 1,596 Balance as of March 31, 2023 $ (2,981) $ 16,101 $ 6,561 $ 34 $ 19,715 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended March 31, 2023, our effective tax rate was 15.3% as we recognized income tax expense of $2.4 million on income of $15.8 million. The effective tax rate of 15.3% was more favorable than the statutory rate, inclusive of state income taxes, of 26.6%, primarily due to a discrete tax benefit for share-based compensation awards that vested during the quarter and a tax benefit related to non-taxable gains on our investments used to fund our deferred compensation liability. These favorable items were partially offset by certain nondeductible expense items. For the three months ended March 31, 2022, our effective tax rate was 29.6% as we recognized income tax expense of $11.3 million on income of $38.1 million. The effective tax rate of 29.6% 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. |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Guarantees | Commitments, Contingencies and Guarantees Litigation 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. 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 $0.6 million and $0.7 million were outstanding as of March 31, 2023 and December 31, 2022, respectively, 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 March 31, 2023 and December 31, 2022, the total estimated fair value of our outstanding contingent consideration liability was $3.6 million and $3.2 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 | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment InformationSegments 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. • 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. Healthcare organizations are focused on establishing a sustainable long-term strategy and business model centered around growth, 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, identifying new opportunities for growth, 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 Huron Research Suite, the leading software suite designed to facilitate and improve research administration service delivery and compliance; 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 commercial industries more broadly, including professional and business services, life sciences, consumer products, and nonprofit. Our Commercial professionals use their deep industry, functional and technical expertise to deliver our digital services and software products, 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 to identify the needs of tomorrow’s customers, evolving their strategies, and bringing new products to market; managing through stressed and distressed situations to create a viable path forward for stakeholders; and providing financial, risk and regulatory advisory offerings. 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 months ended March 31, 2023 and 2022, along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated financial statements. Three Months Ended 2023 2022 Healthcare: Revenues $ 149,049 $ 121,876 Operating income $ 32,255 $ 28,032 Segment operating income as a percentage of segment revenues 21.6 % 23.0 % Education: Revenues $ 104,147 $ 80,662 Operating income $ 23,165 $ 14,306 Segment operating income as a percentage of segment revenues 22.2 % 17.7 % Commercial: Revenues $ 64,699 $ 57,511 Operating income $ 14,067 $ 12,214 Segment operating income as a percentage of segment revenues 21.7 % 21.2 % Total Huron: Revenues $ 317,895 $ 260,049 Reimbursable expenses 8,490 4,726 Total revenues and reimbursable expenses $ 326,385 $ 264,775 Segment operating income $ 69,487 $ 54,552 Items not allocated at the segment level: Other operating expenses 46,340 33,548 Depreciation and amortization 4,716 5,046 Operating income 18,431 15,958 Total other income (expense), net (2,584) 22,169 Income before taxes $ 15,847 $ 38,127 The following table illustrates the disaggregation of revenues by our two principal capabilities: i) Consulting and Managed Services and ii) Digital, and includes a reconciliation of the disaggregated revenues to revenues from our three operating segments for the three months ended March 31, 2023 and 2022. Three Months Ended Revenues by Capability 2023 2022 Healthcare: Consulting and Managed Services $ 101,736 $ 83,759 Digital 47,313 38,117 Total revenues $ 149,049 $ 121,876 Education: Consulting and Managed Services $ 53,227 $ 44,181 Digital 50,920 36,481 Total revenues $ 104,147 $ 80,662 Commercial: Consulting and Managed Services $ 22,231 $ 22,644 Digital 42,468 34,867 Total revenues $ 64,699 $ 57,511 Total Huron: Consulting and Managed Services $ 177,194 $ 150,584 Digital 140,701 109,465 Total revenues $ 317,895 $ 260,049 For the three months ended March 31, 2023 and 2022, substantially all of our revenues were recognized over time. At March 31, 2023 and December 31, 2022, no single client accounted for greater than 10% of our combined balance of receivables from clients, net and unbilled services, net. During the three months ended March 31, 2023 and 2022, no single client generated greater than 10% of our consolidated revenues. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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. |
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 have designated all of our derivative instruments as cash flow hedges. Therefore, changes in the fair value of the interest rate swaps and foreign exchange forward contracts are recorded to other comprehensive income (“OCI”) to the extent effective and reclassified to earnings upon settlement. |
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. |
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 an 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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023. Healthcare Education Commercial Total Balance as of December 31, 2022: Goodwill $ 644,238 $ 123,652 $ 312,968 $ 1,080,858 Accumulated impairment losses (190,024) (1,417) (264,451) (455,892) Goodwill, net as of December 31, 2022 $ 454,214 $ 122,235 $ 48,517 $ 624,966 Goodwill, net as of March 31, 2023 $ 454,214 $ 122,235 $ 48,517 $ 624,966 |
Intangible Assets | Intangible assets as of March 31, 2023 and December 31, 2022 consisted of the following: As of March 31, 2023 As of December 31, 2022 Useful Life Gross Accumulated Gross Accumulated Customer relationships 5 to 13 $ 65,083 $ 49,257 $ 74,583 $ 57,219 Technology and software 2 to 5 13,330 8,513 13,330 7,975 Trade names 6 6,000 6,000 6,000 5,907 Non-competition agreements 2 to 5 920 402 920 340 Total $ 85,333 $ 64,172 $ 94,833 $ 71,441 |
Schedule of Future Amortization Expense | The table below sets forth the estimated annual amortization expense for the intangible assets recorded as of March 31, 2023. Year Ending December 31, Estimated Amortization Expense 2023 $ 8,122 2024 $ 4,674 2025 $ 3,503 2026 $ 2,519 2027 $ 1,773 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 Net income $ 13,419 $ 26,852 Weighted average common shares outstanding – basic 19,119 20,850 Weighted average common stock equivalents 580 317 Weighted average common shares outstanding – diluted 19,699 21,167 Net income per basic share $ 0.70 $ 1.29 Net income per diluted share $ 0.68 $ 1.27 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023. Employee Costs Other Total Balance as of December 31, 2022 $ 3,751 $ 568 $ 4,319 Payments (2,966) (33) (2,999) Balance as of March 31, 2023 $ 785 $ 535 $ 1,320 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 our derivative instruments as of March 31, 2023 and December 31, 2022. Derivative Instrument Balance Sheet Location March 31, December 31, Interest rate swaps Prepaid expenses and other current assets $ 6,628 $ 7,108 Interest rate swaps Other non-current assets 3,220 5,131 Foreign exchange forward contracts Prepaid expenses and other current assets 65 — Total Assets $ 9,913 $ 12,239 Interest rate swaps Deferred compensation and other liabilities $ 948 $ — Foreign exchange forward contracts Accrued expenses and other current liabilities 19 120 Total Liabilities $ 967 $ 120 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022. Level 1 Level 2 Level 3 Total March 31, 2023 Assets: Interest rate swaps $ — $ 9,482 $ — $ 9,482 Convertible debt investment — — 62,842 62,842 Foreign exchange forward contracts — 65 — 65 Deferred compensation assets — 33,489 — 33,489 Total assets $ — $ 43,036 $ 62,842 $ 105,878 Liabilities: Interest rate swaps $ — $ 582 $ — $ 582 Foreign exchange forward contracts — 19 — 19 Contingent consideration for business acquisitions — — 3,625 3,625 Total liabilities $ — $ 601 $ 3,625 $ 4,226 December 31, 2022 Assets: Interest rate swaps $ — $ 12,239 $ — $ 12,239 Convertible debt investment — — 57,563 57,563 Deferred compensation assets — 29,875 — 29,875 Total assets $ — $ 42,114 $ 57,563 $ 99,677 Liabilities: Foreign exchange forward contracts $ — $ 120 $ — $ 120 Contingent consideration for business acquisitions — — 3,190 3,190 Total liabilities $ — $ 120 $ 3,190 $ 3,310 |
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 three months ended March 31, 2023. Convertible Debt Investment Balance as of December 31, 2022 $ 57,563 Change in fair value 5,279 Balance as of March 31, 2023 $ 62,842 |
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 three months ended March 31, 2023. Contingent Consideration for Business Acquisitions Balance as of December 31, 2022 $ 3,190 Change in fair value 435 Balance as of March 31, 2023 $ 3,625 |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 and 2022. Three Months Ended Three Months Ended Before Tax Net of Before Tax Net of Foreign currency translation adjustments $ 52 $ — $ 52 $ (43) $ — $ (43) Unrealized gain (loss) on investment $ 5,279 $ (1,406) $ 3,873 $ (3,617) $ 956 $ (2,661) Interest rate swaps: Change in fair value $ (1,807) $ 481 $ (1,326) $ 5,668 $ (1,499) $ 4,169 Reclassification adjustments into earnings (1,532) 407 (1,125) 212 (56) 156 Net unrealized gain (loss) on interest rate swaps $ (3,339) $ 888 $ (2,451) $ 5,880 $ (1,555) $ 4,325 Foreign exchange forward contracts: Change in fair value $ 154 $ (41) $ 113 $ — $ — $ — Reclassification adjustments into earnings 12 (3) 9 — — — Net unrealized gain on foreign exchange forward contracts $ 166 $ (44) $ 122 $ — $ — $ — Other comprehensive income (loss) $ 2,158 $ (562) $ 1,596 $ 2,220 $ (599) $ 1,621 The before tax amounts reclassified from accumulated other comprehensive income related to our interest rate swaps and foreign exchange forward contracts are recorded to interest expense, net of interest income, and direct costs, respectively. Refer to Note 8 “Derivative Instruments and Hedging Activity” for additional information on our derivative instruments. |
Components of Accumulated Other Comprehensive Income (Loss), Net of Tax | Accumulated other comprehensive income, net of tax, includes the following components: Cash Flow Hedges Foreign Currency Translation Available-for-Sale Investment Interest Rate Swaps Foreign Exchange Forward Contracts Total Balance as of December 31, 2022 $ (3,033) $ 12,228 $ 9,012 $ (88) $ 18,119 Current period change 52 3,873 (2,451) 122 1,596 Balance as of March 31, 2023 $ (2,981) $ 16,101 $ 6,561 $ 34 $ 19,715 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Components of Segment Information | The table below sets forth information about our operating segments for the three months ended March 31, 2023 and 2022, along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated financial statements. Three Months Ended 2023 2022 Healthcare: Revenues $ 149,049 $ 121,876 Operating income $ 32,255 $ 28,032 Segment operating income as a percentage of segment revenues 21.6 % 23.0 % Education: Revenues $ 104,147 $ 80,662 Operating income $ 23,165 $ 14,306 Segment operating income as a percentage of segment revenues 22.2 % 17.7 % Commercial: Revenues $ 64,699 $ 57,511 Operating income $ 14,067 $ 12,214 Segment operating income as a percentage of segment revenues 21.7 % 21.2 % Total Huron: Revenues $ 317,895 $ 260,049 Reimbursable expenses 8,490 4,726 Total revenues and reimbursable expenses $ 326,385 $ 264,775 Segment operating income $ 69,487 $ 54,552 Items not allocated at the segment level: Other operating expenses 46,340 33,548 Depreciation and amortization 4,716 5,046 Operating income 18,431 15,958 Total other income (expense), net (2,584) 22,169 Income before taxes $ 15,847 $ 38,127 |
Disaggregation of Revenue | The following table illustrates the disaggregation of revenues by our two principal capabilities: i) Consulting and Managed Services and ii) Digital, and includes a reconciliation of the disaggregated revenues to revenues from our three operating segments for the three months ended March 31, 2023 and 2022. Three Months Ended Revenues by Capability 2023 2022 Healthcare: Consulting and Managed Services $ 101,736 $ 83,759 Digital 47,313 38,117 Total revenues $ 149,049 $ 121,876 Education: Consulting and Managed Services $ 53,227 $ 44,181 Digital 50,920 36,481 Total revenues $ 104,147 $ 80,662 Commercial: Consulting and Managed Services $ 22,231 $ 22,644 Digital 42,468 34,867 Total revenues $ 64,699 $ 57,511 Total Huron: Consulting and Managed Services $ 177,194 $ 150,584 Digital 140,701 109,465 Total revenues $ 317,895 $ 260,049 |
Description of Business (Detail
Description of Business (Details) | 3 Months Ended |
Mar. 31, 2023 Segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 3 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Goodwill | $ 1,080,858 | |
Accumulated impairment losses | (455,892) | |
Goodwill [Roll Forward] | ||
Goodwill | $ 624,966 | 624,966 |
Healthcare | ||
Goodwill [Line Items] | ||
Goodwill | 644,238 | |
Accumulated impairment losses | (190,024) | |
Goodwill [Roll Forward] | ||
Goodwill | 454,214 | 454,214 |
Education | ||
Goodwill [Line Items] | ||
Goodwill | 123,652 | |
Accumulated impairment losses | (1,417) | |
Goodwill [Roll Forward] | ||
Goodwill | 122,235 | 122,235 |
Commercial: | ||
Goodwill [Line Items] | ||
Goodwill | 312,968 | |
Accumulated impairment losses | (264,451) | |
Goodwill [Roll Forward] | ||
Goodwill | $ 48,517 | $ 48,517 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill [Line Items] | ||
Amortization expense | $ 2.2 | $ 2.9 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Intangible assets | ||
Gross Carrying Amount | $ 85,333 | $ 94,833 |
Accumulated Amortization | 64,172 | 71,441 |
Customer relationships | ||
Intangible assets | ||
Gross Carrying Amount | 65,083 | 74,583 |
Accumulated Amortization | $ 49,257 | 57,219 |
Customer relationships | Minimum | ||
Intangible assets | ||
Useful Life (in years) | 5 years | |
Customer relationships | Maximum | ||
Intangible assets | ||
Useful Life (in years) | 13 years | |
Technology and software | ||
Intangible assets | ||
Gross Carrying Amount | $ 13,330 | 13,330 |
Accumulated Amortization | $ 8,513 | 7,975 |
Technology and software | Minimum | ||
Intangible assets | ||
Useful Life (in years) | 2 years | |
Technology and software | Maximum | ||
Intangible assets | ||
Useful Life (in years) | 5 years | |
Trade names | ||
Intangible assets | ||
Useful Life (in years) | 6 years | |
Gross Carrying Amount | $ 6,000 | 6,000 |
Accumulated Amortization | 6,000 | 5,907 |
Non-competition agreements | ||
Intangible assets | ||
Gross Carrying Amount | 920 | 920 |
Accumulated Amortization | $ 402 | $ 340 |
Non-competition agreements | Minimum | ||
Intangible assets | ||
Useful Life (in years) | 2 years | |
Non-competition agreements | Maximum | ||
Intangible assets | ||
Useful Life (in years) | 5 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization Expense (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2023 | $ 8,122 |
2024 | 4,674 |
2025 | 3,503 |
2026 | 2,519 |
2027 | $ 1,773 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Revenues | $ 317,895 | $ 260,049 | |
Performance obligation satisfied in previous period | 1,900 | ||
Contract asset after allowance for credit loss | 45,100 | $ 50,200 | |
Increase (decrease) in contract asset | 5,100 | ||
Deferred revenues | 20,542 | $ 21,909 | |
Increase (decrease) in performance obligation | 1,400 | ||
Revenue recognized | 16,400 | ||
Release of allowance | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Performance obligation satisfied in previous period | 1,200 | 1,000 | |
Change in estimated variable consideration | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Performance obligation satisfied in previous period | $ 2,500 | $ 900 |
Revenues - Performance Obligati
Revenues - Performance Obligations Information (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 143.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 61.9 |
Expected timing of satisfaction | 9 months |
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 | $ 33.5 |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 48.4 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net income | $ 13,419 | $ 26,852 |
Weighted average common shares outstanding - basic (shares) | 19,119 | 20,850 |
Weighted average common stock equivalents (shares) | 580 | 317 |
Weighted average common shares outstanding - diluted (shares) | 19,699 | 21,167 |
Net income (USD per share) | $ 0.70 | $ 1.29 |
Net income (USD per share) | $ 0.68 | $ 1.27 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Nov. 30, 2020 | |
Accelerated Share Repurchases [Line Items] | |||
Stock repurchased and retired | $ 44,273,000 | $ 23,905,000 | |
2020 Share repurchase program | |||
Accelerated Share Repurchases [Line Items] | |||
Share repurchase authorized amount | $ 300,000,000 | $ 50,000,000 | |
Stock repurchased and retired (shares) | 632,894 | 523,399 | |
Stock repurchased and retired | $ 44,300,000 | $ 23,900,000 | |
Settlement of repurchase of shares (in shares) | 15,200 | 3,820 | |
Share repurchases included in accounts payable | $ 1,100,000 | $ 200,000 | |
Remaining authorized repurchase amount | $ 64,800,000 |
Financing Arrangements - Narrat
Financing Arrangements - Narrative (Details) | Nov. 15, 2022 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |||
Revolving credit facility | $ 600,000,000 | ||
Option to increase revolving credit facility | 250,000,000 | ||
Maximum principle amount | $ 850,000,000 | ||
Percentage of other equity interests in domestic subsidiaries | 100% | ||
Percentage of other equity interests in foreign subsidiaries | 65% | ||
Percentage of Pledged Voting Stock in Foreign Subsidiary not Entitled to Vote | 100% | ||
Maximum consolidated leverage ratio | 3.75 | ||
Additional increase of consolidated leverage ratio | 4.25 | ||
Minimum consolidated interest coverage ratio | 3 | ||
Actual consolidated leverage ratio | 2.75 | ||
Actual interest coverage ratio | 12.63 | ||
Percentage of weighted average interest rate of borrowings | 4.80% | 3.80% | |
Outstanding letters of credit | $ 600,000 | $ 700,000 | |
Unused borrowing capacity under Credit Agreement | 152,400,000 | ||
Long-term debt | $ 447,000,000 | $ 290,000,000 | |
Minimum | Base rate | |||
Debt Instrument [Line Items] | |||
Interest rate on borrowings (as a percent) | 0.125% | ||
Minimum | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Interest rate on borrowings (as a percent) | 1.125% | ||
Maximum | Base rate | |||
Debt Instrument [Line Items] | |||
Interest rate on borrowings (as a percent) | 0.875% | ||
Maximum | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Interest rate on borrowings (as a percent) | 1.875% |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Restructuring Charges [Abstract] | |||
Total operating expenses | $ 2,284 | $ 1,555 | |
Restructuring Reserve, Employee Costs, Period of Payment | 12 months | ||
Payment period | 12 months | ||
Restructuring reserve | $ 1,320 | $ 4,319 | |
Previously Vacated Office Space | |||
Restructuring Charges [Abstract] | |||
Total operating expenses | 400 | 600 | |
Employee Costs | |||
Restructuring Charges [Abstract] | |||
Total operating expenses | 500 | ||
Restructuring reserve | 785 | 3,751 | |
Accelerated Amortization | |||
Restructuring Charges [Abstract] | |||
Total operating expenses | 300 | ||
Transaction Expenses | |||
Restructuring Charges [Abstract] | |||
Total operating expenses | $ 100 | ||
Other | |||
Restructuring Charges [Abstract] | |||
Restructuring reserve | 535 | $ 568 | |
Q1 2023 Hillsboro Office Exit | |||
Restructuring Charges [Abstract] | |||
Impairment, Long-Lived Asset, Held-for-Use | $ 1,900 |
Restructuring Charges - Restruc
Restructuring Charges - Restructuring Liability Rollforward (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 4,319 |
Payments | (2,999) |
Ending balance | 1,320 |
Employee Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 3,751 |
Payments | (2,966) |
Ending balance | 785 |
Other | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 568 |
Payments | (33) |
Ending balance | $ 535 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activity - Narrative (Details) $ in Thousands, ₨ in Millions | 3 Months Ended | |||
Mar. 31, 2023 USD ($) | Mar. 31, 2023 INR (₨) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 INR (₨) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Duration of SOFR | 1 month | |||
Interest rate cash flow hedge gain (loss) to be reclassified | $ 5,100 | |||
Gain (loss) reclassification from accumulated OCI to income, estimate of time to transfer | 12 months | |||
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | $ 100 | |||
Foreign exchange forward contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Foreign Currency Cash Flow Hedge Derivative at Fair Value, Net | 19 | $ 120 | ||
Interest rate swaps | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Foreign Currency Cash Flow Hedge Asset at Fair Value | 65 | 0 | ||
Interest rate swaps | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Interest rate swap agreement for a notional amount | $ 250,000 | 200,000 | ||
Interest rate swap agreement, end date | Feb. 29, 2028 | |||
Foreign exchange forward contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Interest rate swap agreement for a notional amount | $ 9,600 | ₨ 789.6 | $ 8,000 | ₨ 657.9 |
Interest rate swap agreement, end date | Dec. 29, 2023 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activity (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Cash Flow Hedge Derivative Instrument Assets at Fair Value | $ 9,913 | $ 12,239 |
Cash Flow Hedge Derivative Instrument Liabilities at Fair Value | 967 | 120 |
Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Interest Rate Cash Flow Hedge Asset at Fair Value | 6,628 | 7,108 |
Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Interest Rate Cash Flow Hedge Asset at Fair Value | 3,220 | 5,131 |
Total Assets | ||
Derivatives, Fair Value [Line Items] | ||
Interest Rate Cash Flow Hedge Liability at Fair Value | 948 | 0 |
Foreign exchange forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Foreign Currency Cash Flow Hedge Derivative at Fair Value, Net | $ 19 | $ 120 |
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 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Fair Value, Asset/Liability | |||
Assets | $ 105,878 | $ 99,677 | |
Liabilities | 4,226 | 3,310 | |
Contingent consideration for business acquisitions | |||
Fair Value, Asset/Liability | |||
Liabilities | 3,625 | 3,190 | |
Interest rate swaps | |||
Fair Value, Asset/Liability | |||
Assets | 9,482 | 12,239 | |
Liabilities | $ 582 | ||
Foreign exchange forward contracts | |||
Fair Value, Asset/Liability | |||
Assets | 65 | ||
Liabilities | 19 | 120 | |
Convertible debt investment | |||
Fair Value, Asset/Liability | |||
Assets | 62,842 | 57,563 | |
Level 2 | |||
Fair Value, Asset/Liability | |||
Assets | 43,036 | 42,114 | |
Liabilities | 601 | 120 | |
Level 2 | Interest rate swaps | |||
Fair Value, Asset/Liability | |||
Assets | 9,482 | 12,239 | |
Liabilities | $ 582 | ||
Level 2 | Foreign exchange forward contracts | |||
Fair Value, Asset/Liability | |||
Assets | 65 | ||
Liabilities | 19 | 120 | |
Level 3 | |||
Fair Value, Asset/Liability | |||
Assets | 62,842 | 57,563 | |
Liabilities | 3,625 | 3,190 | |
Level 3 | Contingent consideration for business acquisitions | |||
Fair Value, Asset/Liability | |||
Liabilities | 3,625 | 3,190 | |
Level 3 | Convertible debt investment | |||
Fair Value, Asset/Liability | |||
Assets | 62,842 | 57,563 | |
Deferred compensation assets | |||
Fair Value, Asset/Liability | |||
Assets | 33,489 | 29,875 | |
Deferred compensation assets | Level 2 | |||
Fair Value, Asset/Liability | |||
Assets | $ 33,489 | $ 29,875 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term investments | $ 96,473 | $ 91,194 | |
Unrealized gain on investment | $ 0 | $ 26,964 | |
Shorelight Holdings LLC | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Maturity date | Jan. 17, 2027 | ||
Contingent consideration for business acquisitions | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.059 | 0.055 | |
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 | $ 5,000 | ||
Equity securities without readily determinable fair value | 33,600 | $ 33,600 | |
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 | 0.235 | 0.240 | |
Price volatility | Convertible debt investment | Shorelight Holdings LLC | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.400 | 0.400 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Convertible Debt Investment Reconciliation (Details) - Fair value, measurements, recurring $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Roll Forward] | |
Beginning balance | $ 99,677 |
Ending balance | 105,878 |
Convertible Debt Securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Roll Forward] | |
Beginning balance | 57,563 |
Change in fair value | 5,279 |
Ending balance | $ 62,842 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Contingent Consideration for Business Acquisitions (Details) - Fair value, measurements, recurring $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Roll Forward] | |
Beginning balance | $ 3,310 |
Ending balance | 4,226 |
Contingent consideration for business acquisitions | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Roll Forward] | |
Beginning balance | 3,190 |
Change in fair value | 435 |
Ending balance | $ 3,625 |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss ) - Components of Other Comprehensive Loss, Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Foreign currency translation adjustments | $ 52 | $ (43) |
Foreign currency translation adjustments | 0 | 0 |
Foreign currency translation adjustments | 52 | (43) |
Unrealized gain (loss) on investment | 5,279 | (3,617) |
Unrealized gain (loss) on investment | (1,406) | 956 |
Unrealized gain (loss) on investment | 3,873 | (2,661) |
Net unrealized gain (loss) on interest rate swaps | (2,329) | 4,325 |
Other comprehensive income (loss) | 2,158 | 2,220 |
Other comprehensive income (loss) | (562) | (599) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 1,596 | 1,621 |
Interest rate swaps | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Change in fair value | (1,807) | 5,668 |
Change in fair value | 481 | (1,499) |
Change in fair value | (1,326) | 4,169 |
Reclassification adjustments into earnings | (1,532) | 212 |
Reclassification adjustments into earnings | 407 | (56) |
Reclassification adjustments into earnings | (1,125) | 156 |
Net unrealized gain (loss) on interest rate swaps | (3,339) | 5,880 |
Net unrealized gain (loss) on interest rate swaps | 888 | (1,555) |
Net unrealized gain (loss) on interest rate swaps | (2,451) | 4,325 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (2,451) | |
Foreign exchange forward contracts | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Change in fair value | 154 | 0 |
Change in fair value | (41) | 0 |
Change in fair value | 113 | 0 |
Reclassification adjustments into earnings | 12 | 0 |
Reclassification adjustments into earnings | (3) | 0 |
Reclassification adjustments into earnings | 9 | 0 |
Net unrealized gain (loss) on interest rate swaps | 166 | 0 |
Net unrealized gain (loss) on interest rate swaps | (44) | 0 |
Net unrealized gain (loss) on interest rate swaps | 122 | $ 0 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | $ 122 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 552,040 | $ 571,900 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 1,596 | 1,621 |
Ending balance | 528,969 | 582,282 |
Interest rate swaps | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 9,012 | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (2,451) | |
Ending balance | 6,561 | |
Foreign exchange forward contracts | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (88) | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 122 | |
Ending balance | 34 | |
Accumulated Other Comprehensive Income | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 18,119 | 16,840 |
Ending balance | 19,715 | $ 18,461 |
Foreign Currency Translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (3,033) | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 52 | |
Ending balance | (2,981) | |
Available-for-Sale Investment | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 12,228 | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 3,873 | |
Ending balance | $ 16,101 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (as a percent) | 15.30% | 29.60% |
Income tax expense | $ 2,428 | $ 11,275 |
Income from continuing operations before income tax expense | $ 15,847 | $ 38,127 |
Statutory income tax rate, inclusive of state income tax (as a percent) | 26.60% | 26.40% |
Unrecognized tax benefits | $ 600 | |
Decrease in unrecognized tax benefits is reasonably possible | $ 600 |
Commitments, Contingencies an_2
Commitments, Contingencies and Guarantees (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Commitments And Contingencies [Line Items] | ||
Guarantees in the form of letters of credit | $ 600 | $ 700 |
Fair value, measurements, recurring | ||
Commitments And Contingencies [Line Items] | ||
Contingent consideration liability | 4,226 | 3,310 |
Fair value, measurements, recurring | Contingent consideration for business acquisitions | ||
Commitments And Contingencies [Line Items] | ||
Contingent consideration liability | 3,625 | 3,190 |
Level 3 | Fair value, measurements, recurring | ||
Commitments And Contingencies [Line Items] | ||
Contingent consideration liability | 3,625 | 3,190 |
Level 3 | Fair value, measurements, recurring | Contingent consideration for business acquisitions | ||
Commitments And Contingencies [Line Items] | ||
Contingent consideration liability | $ 3,625 | $ 3,190 |
Segment Information - Narrative
Segment Information - Narrative (Details) - Segment | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | |||
Number of operating segments | 3 | ||
Receivables from major customers (as a percent) | 1,000% | 1,000% | |
Revenue generated by major client percentage | 1,000% | 1,000% |
Segment Information - Component
Segment Information - Components of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Components of Segment Information | ||
Revenues | $ 317,895 | $ 260,049 |
Operating income | 18,431 | 15,958 |
Reimbursable expenses | 8,490 | 4,726 |
Total revenues and reimbursable expenses | 326,385 | 264,775 |
Depreciation and amortization | 6,374 | 6,864 |
Total other income (expense), net | (2,584) | 22,169 |
Income (loss) from continuing operations before income taxes | 15,847 | 38,127 |
Healthcare | ||
Components of Segment Information | ||
Revenues | 149,049 | 121,876 |
Education | ||
Components of Segment Information | ||
Revenues | 104,147 | 80,662 |
Commercial: | ||
Components of Segment Information | ||
Revenues | 64,699 | 57,511 |
Operating segments | ||
Components of Segment Information | ||
Revenues | 317,895 | 260,049 |
Operating income | 69,487 | 54,552 |
Reimbursable expenses | 8,490 | 4,726 |
Total revenues and reimbursable expenses | 326,385 | 264,775 |
Operating segments | Healthcare | ||
Components of Segment Information | ||
Revenues | 149,049 | 121,876 |
Operating income | $ 32,255 | $ 28,032 |
Segment operating income as a percentage of segment revenues | 21.60% | 23% |
Operating segments | Education | ||
Components of Segment Information | ||
Revenues | $ 104,147 | $ 80,662 |
Operating income | $ 23,165 | $ 14,306 |
Segment operating income as a percentage of segment revenues | 22.20% | 17.70% |
Operating segments | Commercial: | ||
Components of Segment Information | ||
Revenues | $ 64,699 | $ 57,511 |
Operating income | $ 14,067 | $ 12,214 |
Segment operating income as a percentage of segment revenues | 21.70% | 21.20% |
Segment reconciling items | ||
Components of Segment Information | ||
Operating income | $ 18,431 | $ 15,958 |
Other operating expenses | 46,340 | 33,548 |
Depreciation and amortization | 4,716 | 5,046 |
Total other income (expense), net | $ (2,584) | $ 22,169 |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 317,895 | $ 260,049 |
Consulting And Managed Services Capability [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 177,194 | 150,584 |
Digital Capability [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 140,701 | 109,465 |
Healthcare | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 149,049 | 121,876 |
Healthcare | Consulting And Managed Services Capability [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 101,736 | 83,759 |
Healthcare | Digital Capability [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 47,313 | 38,117 |
Education | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 104,147 | 80,662 |
Education | Consulting And Managed Services Capability [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 53,227 | 44,181 |
Education | Digital Capability [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 50,920 | 36,481 |
Commercial: | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 64,699 | 57,511 |
Commercial: | Consulting And Managed Services Capability [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 22,231 | 22,644 |
Commercial: | Digital Capability [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 42,468 | $ 34,867 |
Uncategorized Items - hurn-2023
Label | Element | Value |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount | 400,000 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount | 100,000 |