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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Huron Consulting Group Inc | NASDAQ:HURN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.73 | 0.84% | 87.66 | 87.23 | 88.11 | 88.54 | 87.08 | 87.39 | 109,567 | 01:00:00 |
|
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
01-0666114
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification Number)
|
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
o
|
|
|
|
|
|||
Non-accelerated filer
|
|
o
|
|
Smaller reporting company
|
|
o
|
|
Huron Consulting Group Inc.
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Page
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Item 1.
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Item 2.
|
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Item 3.
|
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Item 4.
|
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Item 1.
|
||
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Item 1A.
|
||
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Item 2.
|
||
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|
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Item 3.
|
||
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Item 4.
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Item 5.
|
||
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Item 6.
|
||
|
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9,103
|
|
|
$
|
58,437
|
|
Receivables from clients, net
|
88,387
|
|
|
85,297
|
|
||
Unbilled services, net
|
71,594
|
|
|
56,527
|
|
||
Income tax receivable
|
2,711
|
|
|
406
|
|
||
Prepaid expenses and other current assets
|
12,772
|
|
|
27,720
|
|
||
Total current assets
|
184,567
|
|
|
228,387
|
|
||
Property and equipment, net
|
30,099
|
|
|
28,888
|
|
||
Long-term investment
|
32,932
|
|
|
34,831
|
|
||
Other non-current assets
|
23,448
|
|
|
21,045
|
|
||
Intangible assets, net
|
90,090
|
|
|
94,992
|
|
||
Goodwill
|
799,958
|
|
|
751,400
|
|
||
Total assets
|
$
|
1,161,094
|
|
|
$
|
1,159,543
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
6,696
|
|
|
$
|
7,220
|
|
Accrued expenses
|
23,013
|
|
|
24,276
|
|
||
Accrued payroll and related benefits
|
62,341
|
|
|
80,839
|
|
||
Deferred revenues
|
22,158
|
|
|
19,086
|
|
||
Total current liabilities
|
114,208
|
|
|
131,421
|
|
||
Non-current liabilities:
|
|
|
|
||||
Deferred compensation and other liabilities
|
33,511
|
|
|
23,768
|
|
||
Long-term debt
|
325,858
|
|
|
307,376
|
|
||
Deferred lease incentives
|
9,838
|
|
|
9,965
|
|
||
Deferred income taxes, net
|
38,659
|
|
|
34,688
|
|
||
Total non-current liabilities
|
407,866
|
|
|
375,797
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Common stock; $0.01 par value; 500,000,000 shares authorized; 24,120,541 and 24,775,823 shares issued at September 30, 2016 and December 31, 2015, respectively
|
235
|
|
|
241
|
|
||
Treasury stock, at cost, 2,395,473 and 2,249,630 shares at September 30, 2016 and December 31, 2015, respectively
|
(112,329
|
)
|
|
(103,734
|
)
|
||
Additional paid-in capital
|
401,338
|
|
|
438,367
|
|
||
Retained earnings
|
347,329
|
|
|
313,866
|
|
||
Accumulated other comprehensive income
|
2,447
|
|
|
3,585
|
|
||
Total stockholders’ equity
|
639,020
|
|
|
652,325
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,161,094
|
|
|
$
|
1,159,543
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues and reimbursable expenses:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
183,400
|
|
|
$
|
175,465
|
|
|
$
|
548,148
|
|
|
$
|
513,910
|
|
Reimbursable expenses
|
19,093
|
|
|
16,091
|
|
|
54,636
|
|
|
53,266
|
|
||||
Total revenues and reimbursable expenses
|
202,493
|
|
|
191,556
|
|
|
602,784
|
|
|
567,176
|
|
||||
Direct costs and reimbursable expenses
(exclusive of depreciation and amortization shown in operating expenses):
|
|
|
|
|
|
|
|
||||||||
Direct costs
|
108,354
|
|
|
94,821
|
|
|
323,310
|
|
|
297,448
|
|
||||
Amortization of intangible assets and software development costs
|
4,052
|
|
|
4,738
|
|
|
11,278
|
|
|
12,102
|
|
||||
Reimbursable expenses
|
18,956
|
|
|
15,837
|
|
|
54,747
|
|
|
53,194
|
|
||||
Total direct costs and reimbursable expenses
|
131,362
|
|
|
115,396
|
|
|
389,335
|
|
|
362,744
|
|
||||
Operating expenses and other losses, net:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
38,256
|
|
|
39,246
|
|
|
119,937
|
|
|
117,256
|
|
||||
Restructuring charges
|
1,049
|
|
|
320
|
|
|
4,129
|
|
|
1,577
|
|
||||
Other losses, net
|
494
|
|
|
—
|
|
|
494
|
|
|
524
|
|
||||
Depreciation and amortization
|
8,092
|
|
|
6,538
|
|
|
23,064
|
|
|
18,286
|
|
||||
Total operating expenses and other losses, net
|
47,891
|
|
|
46,104
|
|
|
147,624
|
|
|
137,643
|
|
||||
Operating income
|
23,240
|
|
|
30,056
|
|
|
65,825
|
|
|
66,789
|
|
||||
Other income (expense), net:
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of interest income
|
(4,176
|
)
|
|
(4,638
|
)
|
|
(12,270
|
)
|
|
(13,794
|
)
|
||||
Other income (expense), net
|
489
|
|
|
(1,400
|
)
|
|
1,236
|
|
|
(1,982
|
)
|
||||
Total other expense, net
|
(3,687
|
)
|
|
(6,038
|
)
|
|
(11,034
|
)
|
|
(15,776
|
)
|
||||
Income from continuing operations before income tax expense
|
19,553
|
|
|
24,018
|
|
|
54,791
|
|
|
51,013
|
|
||||
Income tax expense
|
7,265
|
|
|
9,741
|
|
|
19,498
|
|
|
21,620
|
|
||||
Net income from continuing operations
|
12,288
|
|
|
14,277
|
|
|
35,293
|
|
|
29,393
|
|
||||
Income (loss) from discontinued operations, net of tax
|
4
|
|
|
5,097
|
|
|
(1,830
|
)
|
|
10,316
|
|
||||
Net income
|
$
|
12,292
|
|
|
$
|
19,374
|
|
|
$
|
33,463
|
|
|
$
|
39,709
|
|
Net earnings per basic share:
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations
|
$
|
0.58
|
|
|
$
|
0.65
|
|
|
$
|
1.67
|
|
|
$
|
1.33
|
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
0.23
|
|
|
(0.08
|
)
|
|
0.46
|
|
||||
Net income
|
$
|
0.58
|
|
|
$
|
0.88
|
|
|
$
|
1.59
|
|
|
$
|
1.79
|
|
Net earnings per diluted share:
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations
|
$
|
0.57
|
|
|
$
|
0.63
|
|
|
$
|
1.65
|
|
|
$
|
1.30
|
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
0.23
|
|
|
(0.09
|
)
|
|
0.46
|
|
||||
Net income
|
$
|
0.57
|
|
|
$
|
0.86
|
|
|
$
|
1.56
|
|
|
$
|
1.76
|
|
Weighted average shares used in calculating earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
21,076
|
|
|
22,107
|
|
|
21,084
|
|
|
22,151
|
|
||||
Diluted
|
21,445
|
|
|
22,592
|
|
|
21,427
|
|
|
22,616
|
|
||||
Comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
12,292
|
|
|
$
|
19,374
|
|
|
$
|
33,463
|
|
|
$
|
39,709
|
|
Foreign currency translation adjustments, net of tax
|
50
|
|
|
(615
|
)
|
|
52
|
|
|
(201
|
)
|
||||
Unrealized gain (loss) on investment, net of tax
|
(2,038
|
)
|
|
—
|
|
|
(1,163
|
)
|
|
4,135
|
|
||||
Unrealized gain (loss) on cash flow hedging instruments, net of tax
|
121
|
|
|
(91
|
)
|
|
(27
|
)
|
|
(252
|
)
|
||||
Other comprehensive income (loss)
|
(1,867
|
)
|
|
(706
|
)
|
|
(1,138
|
)
|
|
3,682
|
|
||||
Comprehensive income
|
$
|
10,425
|
|
|
$
|
18,668
|
|
|
$
|
32,325
|
|
|
$
|
43,391
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Income
|
|
Stockholders’
Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2015
|
24,065,154
|
|
|
$
|
241
|
|
|
(2,262,080
|
)
|
|
$
|
(103,734
|
)
|
|
$
|
438,367
|
|
|
$
|
313,866
|
|
|
$
|
3,585
|
|
|
$
|
652,325
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
33,463
|
|
|
(1,138
|
)
|
|
32,325
|
|
|||||||||||
Issuance of common stock in connection with:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Restricted stock awards, net of cancellations
|
368,251
|
|
|
4
|
|
|
(59,375
|
)
|
|
(3,758
|
)
|
|
3,754
|
|
|
|
|
|
|
—
|
|
||||||||
Exercise of stock options
|
4,706
|
|
|
—
|
|
|
|
|
|
|
123
|
|
|
|
|
|
|
123
|
|
||||||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
14,088
|
|
|
|
|
|
|
14,088
|
|
||||||||||||
Shares redeemed for employee tax withholdings
|
|
|
|
|
(86,191
|
)
|
|
(4,837
|
)
|
|
|
|
|
|
|
|
(4,837
|
)
|
|||||||||||
Income tax benefit on share-based compensation
|
|
|
|
|
|
|
|
|
261
|
|
|
|
|
|
|
261
|
|
||||||||||||
Share repurchases
|
(982,192
|
)
|
|
(10
|
)
|
|
|
|
|
|
(55,255
|
)
|
|
|
|
|
|
(55,265
|
)
|
||||||||||
Balance at September 30, 2016
|
23,455,919
|
|
|
$
|
235
|
|
|
(2,407,646
|
)
|
|
$
|
(112,329
|
)
|
|
$
|
401,338
|
|
|
$
|
347,329
|
|
|
$
|
2,447
|
|
|
$
|
639,020
|
|
|
Nine Months Ended
September 30, |
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
33,463
|
|
|
$
|
39,709
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
34,344
|
|
|
38,220
|
|
||
Share-based compensation
|
13,145
|
|
|
15,288
|
|
||
Amortization of debt discount and issuance costs
|
7,171
|
|
|
6,985
|
|
||
Allowances for doubtful accounts and unbilled services
|
7,107
|
|
|
(1,605
|
)
|
||
Deferred income taxes
|
4,045
|
|
|
13,407
|
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
||||
(Increase) decrease in receivables from clients
|
9,442
|
|
|
(14,725
|
)
|
||
(Increase) decrease in unbilled services
|
(21,492
|
)
|
|
15,179
|
|
||
(Increase) decrease in current income tax receivable / payable, net
|
(3,039
|
)
|
|
3,704
|
|
||
(Increase) decrease in other assets
|
12,669
|
|
|
(5,381
|
)
|
||
Increase (decrease) in accounts payable and accrued liabilities
|
(2,366
|
)
|
|
8,459
|
|
||
Increase (decrease) in accrued payroll and related benefits
|
(17,707
|
)
|
|
(43,510
|
)
|
||
Increase (decrease) in deferred revenues
|
2,028
|
|
|
7,507
|
|
||
Net cash provided by operating activities
|
78,810
|
|
|
83,237
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment, net
|
(9,372
|
)
|
|
(15,040
|
)
|
||
Investment in life insurance policies
|
(1,890
|
)
|
|
(4,823
|
)
|
||
Purchases of businesses, net of cash acquired
|
(69,133
|
)
|
|
(332,766
|
)
|
||
Purchase of convertible debt investment
|
—
|
|
|
(15,138
|
)
|
||
Capitalization of internally developed software costs
|
(838
|
)
|
|
(735
|
)
|
||
Net cash used in investing activities
|
(81,233
|
)
|
|
(368,502
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from exercise of stock options
|
123
|
|
|
—
|
|
||
Shares redeemed for employee tax withholdings
|
(4,837
|
)
|
|
(5,194
|
)
|
||
Tax benefit from share-based compensation
|
935
|
|
|
3,117
|
|
||
Share repurchases
|
(55,265
|
)
|
|
(13,498
|
)
|
||
Proceeds from borrowings under credit facility
|
168,000
|
|
|
272,000
|
|
||
Repayments on credit facility
|
(156,000
|
)
|
|
(214,500
|
)
|
||
Payments for capital lease obligations
|
—
|
|
|
(48
|
)
|
||
Net cash provided by (used in) financing activities
|
(47,044
|
)
|
|
41,877
|
|
||
Effect of exchange rate changes on cash
|
133
|
|
|
(22
|
)
|
||
Net decrease in cash and cash equivalents
|
(49,334
|
)
|
|
(243,410
|
)
|
||
Cash and cash equivalents at beginning of the period
|
58,437
|
|
|
256,872
|
|
||
Cash and cash equivalents at end of the period
|
$
|
9,103
|
|
|
$
|
13,462
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
||||
Property and equipment expenditures included in accounts payable and accrued expenses
|
$
|
2,928
|
|
|
$
|
2,201
|
|
Contingent consideration related to business acquisitions
|
$
|
8,754
|
|
|
$
|
900
|
|
Common stock issued related to business acquisition
|
$
|
—
|
|
|
$
|
2,204
|
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||||
Revenues and reimbursable expenses:
|
|
|
|
||||
Revenues
|
$
|
34,416
|
|
|
$
|
107,468
|
|
Reimbursable expenses
|
1,265
|
|
|
2,634
|
|
||
Total revenues and reimbursable expenses
|
35,681
|
|
|
110,102
|
|
||
Direct costs and reimbursable expenses
(exclusive of depreciation and amortization shown in operating expenses):
|
|
|
|
||||
Direct costs
|
20,766
|
|
|
68,630
|
|
||
Amortization of intangible assets
|
58
|
|
|
175
|
|
||
Reimbursable expenses
|
1,266
|
|
|
2,632
|
|
||
Total direct costs and reimbursable expenses
|
22,090
|
|
|
71,437
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative expenses
|
4,383
|
|
|
15,371
|
|
||
Restructuring charges
|
(17
|
)
|
|
913
|
|
||
Depreciation and amortization
|
2,456
|
|
|
7,485
|
|
||
Total operating expenses
|
6,822
|
|
|
23,769
|
|
||
Operating income
|
6,769
|
|
|
14,896
|
|
||
Other income, net
|
17
|
|
|
37
|
|
||
Income from discontinued operations before income tax expense
|
6,786
|
|
|
14,933
|
|
||
Income tax expense
|
1,689
|
|
|
4,617
|
|
||
Income from discontinued operations, net of tax
|
$
|
5,097
|
|
|
$
|
10,316
|
|
|
Nine Months Ended September 30, 2015
|
||
Depreciation and amortization
|
$
|
7,660
|
|
Share-based compensation
|
$
|
618
|
|
Purchases of property and equipment
|
$
|
5,117
|
|
Significant non-cash investing items of discontinued operations:
|
|
||
Contingent consideration related to business acquisitions
|
$
|
900
|
|
Fair value of consideration transferred
|
|
||
Cash
|
$
|
323,237
|
|
Common stock
|
2,204
|
|
|
Net working capital adjustment
|
(255
|
)
|
|
Total consideration transferred
|
$
|
325,186
|
|
|
Amount
|
||
Assets acquired:
|
|
||
Accounts receivable
|
$
|
14,906
|
|
Prepaid expenses and other current assets
|
1,385
|
|
|
Deferred income tax asset
|
4,335
|
|
|
Property and equipment
|
4,509
|
|
|
Intangible assets
|
97,500
|
|
|
Liabilities assumed:
|
|
||
Accounts payable
|
760
|
|
|
Accrued expenses and other current liabilities
|
2,868
|
|
|
Accrued payroll and related benefits
|
1,574
|
|
|
Deferred revenues
|
2,449
|
|
|
Deferred income tax liability
|
21,263
|
|
|
Other non-current liabilities
|
1,211
|
|
|
Total identifiable net assets
|
92,510
|
|
|
Goodwill
|
232,676
|
|
|
Total purchase price
|
$
|
325,186
|
|
|
Fair Value
|
|
Useful Life in
Years
|
||
Customer relationships
|
$
|
42,400
|
|
|
9
|
Customer contracts
|
25,100
|
|
|
4
|
|
Trade name
|
22,800
|
|
|
5
|
|
Technology and software
|
3,900
|
|
|
3
|
|
Publishing content
|
3,300
|
|
|
3
|
|
Total intangible assets subject to amortization
|
$
|
97,500
|
|
|
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||||
Revenues
|
$
|
175,465
|
|
|
$
|
524,732
|
|
Net income from continuing operations
|
$
|
14,507
|
|
|
$
|
30,699
|
|
Net income from continuing operations per share - basic
|
$
|
0.66
|
|
|
$
|
1.39
|
|
Net income from continuing operations per share - diluted
|
$
|
0.64
|
|
|
$
|
1.36
|
|
|
Huron
Healthcare
|
|
Huron
Education and Life Sciences |
|
Huron
Business
Advisory
|
|
Total
|
||||||||
Balance as of December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
610,264
|
|
|
$
|
102,906
|
|
|
$
|
181,213
|
|
|
$
|
894,383
|
|
Accumulated impairment
|
—
|
|
|
—
|
|
|
(142,983
|
)
|
|
(142,983
|
)
|
||||
Goodwill, net as of December 31, 2015
|
610,264
|
|
|
102,906
|
|
|
38,230
|
|
|
751,400
|
|
||||
Goodwill recorded in connection with business acquisitions
|
26,522
|
|
|
—
|
|
|
21,824
|
|
|
48,346
|
|
||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
212
|
|
|
212
|
|
||||
Goodwill, net as of September 30, 2016
|
$
|
636,786
|
|
|
$
|
102,906
|
|
|
$
|
60,266
|
|
|
$
|
799,958
|
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Useful
Life in
Years
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Customer relationships
|
4 to 13
|
|
$
|
89,282
|
|
|
$
|
31,346
|
|
|
$
|
79,449
|
|
|
$
|
22,360
|
|
Customer contracts
|
1 to 4
|
|
27,497
|
|
|
19,541
|
|
|
25,332
|
|
|
11,943
|
|
||||
Trade names
|
5
|
|
22,930
|
|
|
10,087
|
|
|
22,800
|
|
|
5,396
|
|
||||
Technology and software
|
3 to 5
|
|
9,250
|
|
|
2,536
|
|
|
4,180
|
|
|
1,324
|
|
||||
Non-competition agreements
|
1 to 5
|
|
3,685
|
|
|
1,498
|
|
|
3,415
|
|
|
1,498
|
|
||||
Publishing content
|
3
|
|
3,300
|
|
|
1,788
|
|
|
3,300
|
|
|
963
|
|
||||
Favorable lease contract
|
3
|
|
720
|
|
|
148
|
|
|
—
|
|
|
—
|
|
||||
In-process technology
|
Indefinite
|
|
370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
$
|
157,034
|
|
|
$
|
66,944
|
|
|
$
|
138,476
|
|
|
$
|
43,484
|
|
Year Ending December 31,
|
|
Estimated Amount
|
||
2016
|
|
$
|
33,122
|
|
2017
|
|
$
|
30,201
|
|
2018
|
|
$
|
19,193
|
|
2019
|
|
$
|
12,626
|
|
2020
|
|
$
|
7,978
|
|
2021
|
|
$
|
4,540
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income from continuing operations
|
$
|
12,288
|
|
|
$
|
14,277
|
|
|
$
|
35,293
|
|
|
$
|
29,393
|
|
Income (loss) from discontinued operations, net of tax
|
4
|
|
|
5,097
|
|
|
(1,830
|
)
|
|
10,316
|
|
||||
Net income
|
$
|
12,292
|
|
|
$
|
19,374
|
|
|
$
|
33,463
|
|
|
$
|
39,709
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding – basic
|
21,076
|
|
|
22,107
|
|
|
21,084
|
|
|
22,151
|
|
||||
Weighted average common stock equivalents
|
369
|
|
|
485
|
|
|
343
|
|
|
465
|
|
||||
Weighted average common shares outstanding – diluted
|
21,445
|
|
|
22,592
|
|
|
21,427
|
|
|
22,616
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net earnings per basic share:
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations
|
$
|
0.58
|
|
|
$
|
0.65
|
|
|
$
|
1.67
|
|
|
$
|
1.33
|
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
0.23
|
|
|
(0.08
|
)
|
|
0.46
|
|
||||
Net income
|
$
|
0.58
|
|
|
$
|
0.88
|
|
|
$
|
1.59
|
|
|
$
|
1.79
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings per diluted share:
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations
|
$
|
0.57
|
|
|
$
|
0.63
|
|
|
$
|
1.65
|
|
|
$
|
1.30
|
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
0.23
|
|
|
(0.09
|
)
|
|
0.46
|
|
||||
Net income
|
$
|
0.57
|
|
|
$
|
0.86
|
|
|
$
|
1.56
|
|
|
$
|
1.76
|
|
|
As of September 30,
|
||||
|
2016
|
|
2015
|
||
Unvested restricted stock awards
|
5
|
|
|
—
|
|
Convertible senior notes
|
3,129
|
|
|
3,129
|
|
Warrants related to the issuance of convertible senior notes
|
3,129
|
|
|
3,129
|
|
Total anti-dilutive securities
|
6,263
|
|
|
6,258
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
1.25% convertible senior notes due 2019
|
$
|
221,858
|
|
|
$
|
215,376
|
|
Senior secured credit facility
|
104,000
|
|
|
92,000
|
|
||
Total long-term debt
|
$
|
325,858
|
|
|
$
|
307,376
|
|
|
Scheduled Maturities of Long-Term Debt
|
||
2019
|
$
|
250,000
|
|
2020
|
$
|
104,000
|
|
•
|
during any calendar quarter (and only during such calendar quarter) commencing after December 31, 2014 if, for each of at least
20
trading days (whether or not consecutive) during the
30
consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter, the last reported sale price of the Company’s common stock for such trading day is equal to or greater than
130%
of the applicable conversion price on such trading day;
|
•
|
during the
five
consecutive business day period immediately following any
five
consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which, for each trading day of the measurement period, the “trading price” (as defined in the Indenture) per
$1,000
principal amount of the Convertible Notes for such trading day was less than
98%
of the product of the last reported sale price of the Company’s common stock for such trading day and the applicable conversion rate on such trading day; or
|
•
|
upon the occurrence of specified corporate transactions described in the Indenture.
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Liability component:
|
|
|
|
||||
Proceeds
|
$
|
250,000
|
|
|
$
|
250,000
|
|
Less: debt discount, net of amortization
|
(24,425
|
)
|
|
(30,007
|
)
|
||
Less: debt issuance costs, net of amortization
|
(3,717
|
)
|
|
(4,617
|
)
|
||
Net carrying amount
|
$
|
221,858
|
|
|
$
|
215,376
|
|
Equity component
(1)
|
$
|
39,287
|
|
|
$
|
39,287
|
|
|
(1)
|
Included in Additional paid-in capital on the consolidated balance sheet.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Contractual interest coupon
|
$
|
781
|
|
|
$
|
781
|
|
|
$
|
2,344
|
|
|
$
|
2,344
|
|
Amortization of debt discount
|
1,883
|
|
|
1,795
|
|
|
5,582
|
|
|
5,324
|
|
||||
Amortization of debt issuance costs
|
302
|
|
|
295
|
|
|
900
|
|
|
883
|
|
||||
Total interest expense
|
$
|
2,966
|
|
|
$
|
2,871
|
|
|
$
|
8,826
|
|
|
$
|
8,551
|
|
•
|
Convertible Note Hedge Transactions
. In connection with the issuance of the Convertible Notes, the Company entered into convertible note hedge transactions whereby the Company has call options to purchase a total of approximately
3.1 million
shares of the Company’s common stock, which is the number of shares initially issuable upon conversion of the Convertible Notes in full, at a price of approximately
$79.89
, which corresponds to the initial conversion price of the Convertible Notes, subject to customary anti-dilution adjustments substantially similar to those in the Convertible Notes. The convertible note hedge transactions are exercisable upon conversion of the Convertible Notes and will expire in 2019 if not earlier exercised. We paid an aggregate amount of
$42.1 million
for the convertible note hedge transactions, which was recorded as additional paid-in capital on the consolidated balance sheets. The convertible note hedge transactions are separate transactions and are not part of the terms of the Convertible Notes.
|
•
|
Warrants.
In connection with the issuance of the Convertible Notes, the Company sold warrants whereby the holders of the warrants have the option to purchase a total of approximately
3.1 million
shares of the Company’s common stock at a strike price of approximately
$97.12
. The warrants will expire incrementally on 100 different dates from January 6, 2020 to May 28, 2020 and are exercisable at each such expiry date. If the average market value per share of our common stock for the reporting period exceeds the strike price of the warrants, the warrants will have a dilutive effect on our earnings per share. We received aggregate proceeds of
$23.6 million
from the sale of the warrants, which was recorded as additional paid-in capital on the consolidated balance sheets. The warrants are separate transactions and are not part of the terms of the Convertible Notes or the convertible note hedge transactions.
|
|
Employee Costs
|
|
Office Space Reductions
|
|
Other
|
|
Total
|
||||||||
Balance as of December 31, 2015
|
$
|
2,323
|
|
|
$
|
6,379
|
|
|
$
|
—
|
|
|
$
|
8,702
|
|
Additions
(1)
|
3,876
|
|
|
144
|
|
|
473
|
|
|
4,493
|
|
||||
Payments
|
(5,166
|
)
|
|
(1,947
|
)
|
|
(258
|
)
|
|
(7,371
|
)
|
||||
Adjustments
(1)
|
(242
|
)
|
|
1,376
|
|
|
(8
|
)
|
|
1,126
|
|
||||
Non-cash items
|
—
|
|
|
(4
|
)
|
|
(149
|
)
|
|
(153
|
)
|
||||
Balance as of September 30, 2016
(2)
|
$
|
791
|
|
|
$
|
5,948
|
|
|
$
|
58
|
|
|
$
|
6,797
|
|
|
(1)
|
Additions and adjustments for the
nine
months ended
September 30, 2016
include a total of
$1.6 million
related to discontinued operations. Refer to Note 4 "Discontinued Operations" for additional information.
|
(2)
|
The total restructuring charge liability as of
September 30, 2016
includes
$5.0 million
related to discontinued operations. Refer to Note 4 "Discontinued Operations" for additional information on our discontinued operations.
|
|
|
Fair Value (Derivative Asset and Liability)
|
||||||
Balance Sheet Location
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Other non-current assets
|
|
$
|
—
|
|
|
$
|
86
|
|
Accrued expenses
|
|
$
|
200
|
|
|
$
|
242
|
|
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 includes situations in which there is little, if any, market activity for the asset or liability.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Promissory note
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,324
|
|
|
$
|
2,324
|
|
Convertible debt investment
|
—
|
|
|
—
|
|
|
32,932
|
|
|
32,932
|
|
||||
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,256
|
|
|
$
|
35,256
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
200
|
|
Contingent consideration for business acquisitions
|
—
|
|
|
—
|
|
|
11,311
|
|
|
11,311
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
11,311
|
|
|
$
|
11,511
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Promissory note
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,309
|
|
|
$
|
2,309
|
|
Convertible debt investment
|
—
|
|
|
—
|
|
|
34,831
|
|
|
34,831
|
|
||||
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,140
|
|
|
$
|
37,140
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
156
|
|
|
$
|
—
|
|
|
$
|
156
|
|
Contingent consideration for business acquisition
|
—
|
|
|
—
|
|
|
2,063
|
|
|
2,063
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
156
|
|
|
$
|
2,063
|
|
|
$
|
2,219
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount |
|
Estimated
Fair Value |
||||||||
1.25% convertible senior notes due 2019
|
$
|
221,858
|
|
|
$
|
252,310
|
|
|
$
|
215,376
|
|
|
$
|
248,010
|
|
|
Three Months Ended
September 30, 2016 |
|
Three Months Ended
September 30, 2015 |
||||||||||||||||||||
|
Before
Taxes |
|
Tax
(Expense) Benefit |
|
Net of
Taxes |
|
Before
Taxes |
|
Tax
(Expense) Benefit |
|
Net of
Taxes |
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
(613
|
)
|
|
$
|
(2
|
)
|
|
$
|
(615
|
)
|
Unrealized loss on investment
|
$
|
(3,329
|
)
|
|
$
|
1,291
|
|
|
$
|
(2,038
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrealized gain (loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in fair value
|
$
|
96
|
|
|
$
|
(35
|
)
|
|
$
|
61
|
|
|
$
|
(346
|
)
|
|
$
|
137
|
|
|
$
|
(209
|
)
|
Reclassification adjustments into earnings
|
101
|
|
|
(41
|
)
|
|
60
|
|
|
196
|
|
|
(78
|
)
|
|
118
|
|
||||||
Net unrealized gain (loss)
|
$
|
197
|
|
|
$
|
(76
|
)
|
|
$
|
121
|
|
|
$
|
(150
|
)
|
|
$
|
59
|
|
|
$
|
(91
|
)
|
Other comprehensive income (loss)
|
$
|
(3,082
|
)
|
|
$
|
1,215
|
|
|
$
|
(1,867
|
)
|
|
$
|
(763
|
)
|
|
$
|
57
|
|
|
$
|
(706
|
)
|
|
Nine Months Ended
September 30, 2016 |
|
Nine Months Ended
September 30, 2015 |
||||||||||||||||||||
|
Before
Taxes
|
|
Tax
(Expense)
Benefit
|
|
Net of
Taxes
|
|
Before
Taxes
|
|
Tax
(Expense)
Benefit
|
|
Net of
Taxes
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
(228
|
)
|
|
$
|
27
|
|
|
$
|
(201
|
)
|
Unrealized gain (loss) on investment
|
$
|
(1,899
|
)
|
|
$
|
736
|
|
|
$
|
(1,163
|
)
|
|
$
|
6,661
|
|
|
$
|
(2,526
|
)
|
|
$
|
4,135
|
|
Unrealized gain (loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in fair value
|
$
|
(367
|
)
|
|
$
|
146
|
|
|
$
|
(221
|
)
|
|
$
|
(1,036
|
)
|
|
$
|
412
|
|
|
$
|
(624
|
)
|
Reclassification adjustments into earnings
|
323
|
|
|
(129
|
)
|
|
194
|
|
|
619
|
|
|
(247
|
)
|
|
372
|
|
||||||
Net unrealized loss
|
$
|
(44
|
)
|
|
$
|
17
|
|
|
$
|
(27
|
)
|
|
$
|
(417
|
)
|
|
$
|
165
|
|
|
$
|
(252
|
)
|
Other comprehensive income (loss)
|
$
|
(1,891
|
)
|
|
$
|
753
|
|
|
$
|
(1,138
|
)
|
|
$
|
6,016
|
|
|
$
|
(2,334
|
)
|
|
$
|
3,682
|
|
|
Foreign Currency
Translation
Adjustments
|
|
Net Unrealized
Gain on
Investment
|
|
Net Unrealized
Loss on
Derivatives
|
|
Accumulated Other
Comprehensive
Income
|
||||||||
Balance, December 31, 2015
|
$
|
(517
|
)
|
|
$
|
4,185
|
|
|
$
|
(83
|
)
|
|
$
|
3,585
|
|
Current period change
|
52
|
|
|
(1,163
|
)
|
|
(27
|
)
|
|
(1,138
|
)
|
||||
Balance, September 30, 2016
|
$
|
(465
|
)
|
|
$
|
3,022
|
|
|
$
|
(110
|
)
|
|
$
|
2,447
|
|
•
|
All Other
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Huron Healthcare:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
103,425
|
|
|
$
|
112,114
|
|
|
$
|
323,531
|
|
|
$
|
328,624
|
|
Operating income
|
$
|
38,824
|
|
|
$
|
47,609
|
|
|
$
|
119,229
|
|
|
$
|
122,120
|
|
Segment operating income as a percentage of segment revenues
|
37.5
|
%
|
|
42.5
|
%
|
|
36.9
|
%
|
|
37.2
|
%
|
||||
Huron Education and Life Sciences:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
45,696
|
|
|
$
|
42,056
|
|
|
$
|
134,050
|
|
|
$
|
124,892
|
|
Operating income
|
$
|
12,124
|
|
|
$
|
10,473
|
|
|
$
|
35,407
|
|
|
$
|
35,427
|
|
Segment operating income as a percentage of segment revenues
|
26.5
|
%
|
|
24.9
|
%
|
|
26.4
|
%
|
|
28.4
|
%
|
||||
Huron Business Advisory:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
34,279
|
|
|
$
|
21,249
|
|
|
$
|
90,567
|
|
|
$
|
59,173
|
|
Operating income
|
$
|
7,380
|
|
|
$
|
5,231
|
|
|
$
|
19,342
|
|
|
$
|
13,514
|
|
Segment operating income as a percentage of segment revenues
|
21.5
|
%
|
|
24.6
|
%
|
|
21.4
|
%
|
|
22.8
|
%
|
||||
All Other:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
1,221
|
|
Operating loss
|
$
|
—
|
|
|
$
|
(132
|
)
|
|
$
|
—
|
|
|
$
|
(1,654
|
)
|
Segment operating loss as a percentage of segment revenues
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
||||
Total Company:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
183,400
|
|
|
$
|
175,465
|
|
|
$
|
548,148
|
|
|
$
|
513,910
|
|
Reimbursable expenses
|
19,093
|
|
|
16,091
|
|
|
54,636
|
|
|
53,266
|
|
||||
Total revenues and reimbursable expenses
|
$
|
202,493
|
|
|
$
|
191,556
|
|
|
$
|
602,784
|
|
|
$
|
567,176
|
|
Statements of Earnings reconciliation:
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
$
|
58,328
|
|
|
$
|
63,181
|
|
|
$
|
173,978
|
|
|
$
|
169,407
|
|
Items not allocated at the segment level:
|
|
|
|
|
|
|
|
||||||||
Other operating expenses and losses, net
|
26,996
|
|
|
26,587
|
|
|
85,089
|
|
|
84,332
|
|
||||
Depreciation and amortization expense
|
8,092
|
|
|
6,538
|
|
|
23,064
|
|
|
18,286
|
|
||||
Other expense, net
|
3,687
|
|
|
6,038
|
|
|
11,034
|
|
|
15,776
|
|
||||
Income from continuing operations before income tax expense
|
$
|
19,553
|
|
|
$
|
24,018
|
|
|
$
|
54,791
|
|
|
$
|
51,013
|
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Segment and Consolidated Operating Results
(in thousands, except per share amounts):
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
Huron Healthcare:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
103,425
|
|
|
$
|
112,114
|
|
|
$
|
323,531
|
|
|
$
|
328,624
|
|
Operating income
|
|
$
|
38,824
|
|
|
$
|
47,609
|
|
|
$
|
119,229
|
|
|
$
|
122,120
|
|
Segment operating income as a percentage of segment revenues
|
|
37.5
|
%
|
|
42.5
|
%
|
|
36.9
|
%
|
|
37.2
|
%
|
||||
Huron Education and Life Sciences:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
45,696
|
|
|
$
|
42,056
|
|
|
$
|
134,050
|
|
|
$
|
124,892
|
|
Operating income
|
|
$
|
12,124
|
|
|
$
|
10,473
|
|
|
$
|
35,407
|
|
|
$
|
35,427
|
|
Segment operating income as a percentage of segment revenues
|
|
26.5
|
%
|
|
24.9
|
%
|
|
26.4
|
%
|
|
28.4
|
%
|
||||
Huron Business Advisory:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
34,279
|
|
|
$
|
21,249
|
|
|
$
|
90,567
|
|
|
$
|
59,173
|
|
Operating income
|
|
$
|
7,380
|
|
|
$
|
5,231
|
|
|
$
|
19,342
|
|
|
$
|
13,514
|
|
Segment operating income as a percentage of segment revenues
|
|
21.5
|
%
|
|
24.6
|
%
|
|
21.4
|
%
|
|
22.8
|
%
|
||||
All Other:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
1,221
|
|
Operating loss
|
|
$
|
—
|
|
|
$
|
(132
|
)
|
|
$
|
—
|
|
|
$
|
(1,654
|
)
|
Segment operating loss as a percentage of segment revenues
|
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
|
N/M
|
|
||||
Total Company:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
183,400
|
|
|
$
|
175,465
|
|
|
$
|
548,148
|
|
|
$
|
513,910
|
|
Reimbursable expenses
|
|
19,093
|
|
|
16,091
|
|
|
54,636
|
|
|
53,266
|
|
||||
Total revenues and reimbursable expenses
|
|
$
|
202,493
|
|
|
$
|
191,556
|
|
|
$
|
602,784
|
|
|
$
|
567,176
|
|
Statements of Earnings reconciliation:
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income
|
|
$
|
58,328
|
|
|
$
|
63,181
|
|
|
$
|
173,978
|
|
|
$
|
169,407
|
|
Items not allocated at the segment level:
|
|
|
|
|
|
|
|
|
||||||||
Other operating expenses and losses, net
|
|
26,996
|
|
|
26,587
|
|
|
85,089
|
|
|
84,332
|
|
||||
Depreciation and amortization expense
|
|
8,092
|
|
|
6,538
|
|
|
23,064
|
|
|
18,286
|
|
||||
Total operating income
|
|
23,240
|
|
|
30,056
|
|
|
65,825
|
|
|
66,789
|
|
||||
Other expense, net
|
|
(3,687
|
)
|
|
(6,038
|
)
|
|
(11,034
|
)
|
|
(15,776
|
)
|
||||
Income from continuing operations before income tax expense
|
|
19,553
|
|
|
24,018
|
|
|
54,791
|
|
|
51,013
|
|
||||
Income tax expense
|
|
7,265
|
|
|
9,741
|
|
|
19,498
|
|
|
21,620
|
|
||||
Net income from continuing operations
|
|
$
|
12,288
|
|
|
$
|
14,277
|
|
|
$
|
35,293
|
|
|
$
|
29,393
|
|
Earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.58
|
|
|
$
|
0.65
|
|
|
$
|
1.67
|
|
|
$
|
1.33
|
|
Diluted
|
|
$
|
0.57
|
|
|
$
|
0.63
|
|
|
$
|
1.65
|
|
|
$
|
1.30
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Other Operating Data (excluding All Other):
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Number of full-time billable consultants (at period end)
(1)
:
|
|
|
|
|
|
|
|
|
||||||||
Huron Healthcare
|
|
1,010
|
|
|
1,084
|
|
|
1,010
|
|
|
1,084
|
|
||||
Huron Education and Life Sciences
|
|
539
|
|
|
458
|
|
|
539
|
|
|
458
|
|
||||
Huron Business Advisory
|
|
472
|
|
|
279
|
|
|
472
|
|
|
279
|
|
||||
Total
|
|
2,021
|
|
|
1,821
|
|
|
2,021
|
|
|
1,821
|
|
||||
Average number of full-time billable consultants (for the period)
(1)
:
|
|
|
|
|
|
|
|
|
||||||||
Huron Healthcare
|
|
984
|
|
|
1,078
|
|
|
1,005
|
|
|
1,092
|
|
||||
Huron Education and Life Sciences
|
|
523
|
|
|
444
|
|
|
503
|
|
|
431
|
|
||||
Huron Business Advisory
|
|
454
|
|
|
261
|
|
|
387
|
|
|
224
|
|
||||
Total
|
|
1,961
|
|
|
1,783
|
|
|
1,895
|
|
|
1,747
|
|
||||
Full-time billable consultant utilization rate
(2)
:
|
|
|
|
|
|
|
|
|
||||||||
Huron Healthcare
|
|
77.0
|
%
|
|
81.1
|
%
|
|
78.6
|
%
|
|
76.4
|
%
|
||||
Huron Education and Life Sciences
|
|
67.6
|
%
|
|
75.2
|
%
|
|
70.1
|
%
|
|
75.9
|
%
|
||||
Huron Business Advisory
|
|
74.8
|
%
|
|
79.4
|
%
|
|
74.0
|
%
|
|
75.2
|
%
|
||||
Total
|
|
73.9
|
%
|
|
79.4
|
%
|
|
75.3
|
%
|
|
76.1
|
%
|
||||
Full-time billable consultant average billing rate per hour
(3)
:
|
|
|
|
|
|
|
|
|
||||||||
Huron Healthcare
|
|
$
|
203
|
|
|
$
|
204
|
|
|
$
|
209
|
|
|
$
|
215
|
|
Huron Education and Life Sciences
|
|
$
|
231
|
|
|
$
|
227
|
|
|
$
|
229
|
|
|
$
|
230
|
|
Huron Business Advisory
(4)
|
|
$
|
190
|
|
|
$
|
196
|
|
|
$
|
201
|
|
|
$
|
234
|
|
Total
|
|
$
|
207
|
|
|
$
|
209
|
|
|
$
|
212
|
|
|
$
|
221
|
|
Revenue per full-time billable consultant (in thousands):
|
|
|
|
|
|
|
|
|
||||||||
Huron Healthcare
|
|
$
|
73
|
|
|
$
|
77
|
|
|
$
|
231
|
|
|
$
|
230
|
|
Huron Education and Life Sciences
|
|
$
|
75
|
|
|
$
|
80
|
|
|
$
|
233
|
|
|
$
|
248
|
|
Huron Business Advisory
|
|
$
|
69
|
|
|
$
|
77
|
|
|
$
|
220
|
|
|
$
|
254
|
|
Total
|
|
$
|
72
|
|
|
$
|
78
|
|
|
$
|
229
|
|
|
$
|
238
|
|
Average number of full-time equivalents (for the period)
(5)
:
|
|
|
|
|
|
|
|
|
||||||||
Huron Healthcare
|
|
204
|
|
|
196
|
|
|
201
|
|
|
171
|
|
||||
Huron Education and Life Sciences
|
|
42
|
|
|
49
|
|
|
40
|
|
|
40
|
|
||||
Huron Business Advisory
|
|
23
|
|
|
10
|
|
|
16
|
|
|
8
|
|
||||
Total
|
|
269
|
|
|
255
|
|
|
257
|
|
|
219
|
|
||||
Revenue per full-time equivalent (in thousands):
|
|
|
|
|
|
|
|
|
||||||||
Huron Healthcare
|
|
$
|
156
|
|
|
$
|
148
|
|
|
$
|
456
|
|
|
$
|
449
|
|
Huron Education and Life Sciences
|
|
$
|
156
|
|
|
$
|
133
|
|
|
$
|
428
|
|
|
$
|
455
|
|
Huron Business Advisory
|
|
$
|
126
|
|
|
$
|
112
|
|
|
$
|
339
|
|
|
$
|
301
|
|
Total
|
|
$
|
154
|
|
|
$
|
144
|
|
|
$
|
444
|
|
|
$
|
445
|
|
|
(1)
|
Consists of our full-time professionals who provide consulting services and generate revenues based on the number of hours worked.
|
(2)
|
Utilization rate for our full-time billable consultants is calculated by dividing the number of hours all of our full-time billable consultants worked on client assignments during a period by the total available working hours for all of these consultants during the same period, assuming a forty-hour work week, less paid holidays and vacation days.
|
(3)
|
Average billing rate per hour for our full-time billable consultants is calculated by dividing revenues for a period by the number of hours worked on client assignments during the same period.
|
(4)
|
The Huron Business Advisory segment includes our India EPM&A practice, formerly known as Rittman Mead Consulting Private Limited ("Rittman Mead India"), a business that we acquired in July 2015. Absent the impact of our India EPM&A practice, the average billing rate per hour for Huron Business Advisory for the nine months ended September 30, 2016 and 2015 would have been $234 and $255 per hour, respectively.
|
(5)
|
Consists of cultural transformation consultants within our Studer Group solution, which include coaches and their support staff, consultants who work variable schedules as needed by our clients, and full-time employees who provide software support and maintenance services to our clients.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
183,400
|
|
|
$
|
175,465
|
|
|
$
|
548,148
|
|
|
$
|
513,910
|
|
Net income from continuing operations
|
$
|
12,288
|
|
|
$
|
14,277
|
|
|
$
|
35,293
|
|
|
$
|
29,393
|
|
Add back:
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
7,265
|
|
|
9,741
|
|
|
19,498
|
|
|
21,620
|
|
||||
Interest and other expenses
|
3,687
|
|
|
6,038
|
|
|
11,034
|
|
|
15,776
|
|
||||
Depreciation and amortization
|
12,144
|
|
|
11,276
|
|
|
34,342
|
|
|
30,388
|
|
||||
Earnings before interest, taxes, depreciation and amortization (EBITDA)
|
35,384
|
|
|
41,332
|
|
|
100,167
|
|
|
97,177
|
|
||||
Add back:
|
|
|
|
|
|
|
|
||||||||
Restructuring charges
|
1,049
|
|
|
320
|
|
|
4,129
|
|
|
1,577
|
|
||||
Other losses, net
|
494
|
|
|
—
|
|
|
494
|
|
|
524
|
|
||||
Adjusted EBITDA
|
$
|
36,927
|
|
|
$
|
41,652
|
|
|
$
|
104,790
|
|
|
$
|
99,278
|
|
Adjusted EBITDA as a percentage of revenues
|
20.1
|
%
|
|
23.7
|
%
|
|
19.1
|
%
|
|
19.3
|
%
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income from continuing operations
|
$
|
12,288
|
|
|
$
|
14,277
|
|
|
$
|
35,293
|
|
|
$
|
29,393
|
|
Weighted average shares – diluted
|
21,445
|
|
|
22,592
|
|
|
21,427
|
|
|
22,616
|
|
||||
Diluted earnings per share from continuing operations
|
$
|
0.57
|
|
|
$
|
0.63
|
|
|
$
|
1.65
|
|
|
$
|
1.30
|
|
Add back:
|
|
|
|
|
|
|
|
||||||||
Amortization of intangible assets
|
8,771
|
|
|
7,913
|
|
|
24,369
|
|
|
20,685
|
|
||||
Restructuring charges
|
1,049
|
|
|
320
|
|
|
4,129
|
|
|
1,577
|
|
||||
Other losses, net
|
494
|
|
|
—
|
|
|
494
|
|
|
524
|
|
||||
Non-cash interest on convertible notes
|
1,883
|
|
|
1,795
|
|
|
5,582
|
|
|
5,324
|
|
||||
Tax effect
|
(4,794
|
)
|
|
(3,951
|
)
|
|
(13,588
|
)
|
|
(11,075
|
)
|
||||
Total adjustments, net of tax
|
7,403
|
|
|
6,077
|
|
|
20,986
|
|
|
17,035
|
|
||||
Adjusted net income from continuing operations
|
$
|
19,691
|
|
|
$
|
20,354
|
|
|
$
|
56,279
|
|
|
$
|
46,428
|
|
Adjusted diluted earnings per share from continuing operations
|
$
|
0.92
|
|
|
$
|
0.90
|
|
|
$
|
2.63
|
|
|
$
|
2.05
|
|
|
|
Nine Months Ended
September 30, |
||||||
Cash Flows (in thousands):
|
|
2016
|
|
2015
|
||||
Net cash provided by operating activities
|
|
$
|
78,810
|
|
|
$
|
83,237
|
|
Net cash used in investing activities
|
|
(81,233
|
)
|
|
(368,502
|
)
|
||
Net cash provided by (used in) financing activities
|
|
(47,044
|
)
|
|
41,877
|
|
||
Effect of exchange rate changes on cash
|
|
133
|
|
|
(22
|
)
|
||
Net decrease in cash and cash equivalents
|
|
$
|
(49,334
|
)
|
|
$
|
(243,410
|
)
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
|
Total
Number
of Shares
Purchased
(1)
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
|
Dollar Value of Shares
that may yet be
Purchased under the
Plans or Programs
(2)
|
||||||
July 1, 2016 - July 31, 2016
|
|
2,978
|
|
|
$
|
60.70
|
|
|
—
|
|
|
$
|
35,143,546
|
|
August 1, 2016 - August 31, 2016
|
|
2,752
|
|
|
$
|
61.47
|
|
|
—
|
|
|
$
|
35,143,546
|
|
September 1, 2016 - September 30, 2016
|
|
667
|
|
|
$
|
63.65
|
|
|
—
|
|
|
$
|
35,143,546
|
|
Total
|
|
6,397
|
|
|
$
|
61.34
|
|
|
—
|
|
|
|
|
(1)
|
The number of shares repurchased for each period represents shares to satisfy employee tax withholding requirements. These shares do not reduce the repurchase authority under the Share Repurchase Program.
|
(2)
|
As of the end of the period.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Filed
herewith
|
|
Furnished
herewith
|
|
Form
|
|
Period
Ending
|
|
Exhibit
|
|
Filing
Date
|
31.1
|
|
Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huron Consulting Group Inc.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
November 1, 2016
|
|
|
/s/ C. Mark Hussey
|
|
|
|
|
C. Mark Hussey
|
|
|
|
|
Executive Vice President, Chief Operating Officer
and Chief Financial Officer
|
1 Year Huron Consulting Chart |
1 Month Huron Consulting Chart |
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