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PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Delaware
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000-50976
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01-0666114
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File Number)
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Identification
Number)
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o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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(d)
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Exhibits
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99.1 Press
release, dated April 30,
2009
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Huron
Consulting Group Inc.
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|||
(Registrant)
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|||
Date:
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April 30,
2009
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/s/
Gary L. Burge
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Gary
L. Burge
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|||
Vice
President,
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|||
Chief
Financial Officer and Treasurer
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Exhibit
Number
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Description
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99.1
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Press
release, dated April 30,
2009
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·
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Revenues
of $163.0 million for Q1 2009 increased 16.9% from $139.4 million in Q1
2008.
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·
|
Diluted
earnings per share for Q1 2009 was $0.51 compared to $0.56 in Q1
2008.
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·
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Severance
charges for Q1 2009 were $1.4 million compared to $0.3 million in Q1 2008
with these charges representing approximately $0.04 per diluted share in
Q1 2009 versus $0.01 per diluted share in Q1
2008.
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·
|
Average
number of full-time billable consultants(1)
totaled 1,551 for Q1 2009 compared to 1,237 for Q1 2008. Average number of
full-time equivalent professionals(4)
totaled 713 for Q1 2009 compared to 753 in the same period last
year.
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·
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Health and Education Consulting
– First quarter 2009
segment results continued their strong growth momentum, as healthcare
facilities and universities sought help in improving their top and bottom
line operating performance. In addition, many institutions are concerned
about assuring compliance with their debt covenants, and Huron believes
its expertise and tools are well matched to these needs. Similar market
drivers should continue throughout 2009 regardless of macroeconomic
conditions. The Company also expects additional growth to come from the
Higher Education business outside the United States.
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·
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Accounting & Financial
Consulting – As discussed in
previous quarters, this segment has been working to broaden its market
position and service offerings. In the first quarter, Accounting &
Financial Consulting took several steps to pursue evolving markets and
address client needs including the hiring of experts in financial
services, government services, and International Financial Reporting
Standards (IFRS). The Company expects an improving market for event-driven
matters could enhance the performance of this segment in the second half
of 2009.
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·
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Legal Consulting – This
segment was affected in the first quarter of 2009 by corporate general
counsels’ efforts to defer litigation-related and other costs in
response to the economic downturn. Huron believes these factors will
change in subsequent quarters, in light of anticipated increases in
litigation and regulatory activity involving the financial services and
other industries. Early results for the second quarter of 2009 have shown
increased activity in V3locity™, Huron’s fixed price per reviewed page
e-discovery business, as well as an increased number of new matters in the
Company’s core legal consulting business which should positively impact
results for the upcoming quarter.
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·
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Corporate Consulting –
This segment’s corporate Strategy consulting and Restructuring
& Turnaround business lines experienced solid growth and improved
performance in utilization and billing rates. Huron expects continued
solid results in this segment for the remainder of the
year.
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Three
months ended
March 31,
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||||||||
2009
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2008
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|||||||
Revenues
and reimbursable expenses:
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||||||||
Revenues
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$ | 163,009 | $ | 139,394 | ||||
Reimbursable
expenses
|
14,240 | 11,613 | ||||||
Total revenues and reimbursable
expenses
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177,249 | 151,007 | ||||||
Direct costs and reimbursable
expenses (exclusive of depreciation and
amortization shown in operating
expenses):
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||||||||
Direct
costs
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99,131 | 83,444 | ||||||
Intangible
assets
amortization
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1,686 | 24 | ||||||
Reimbursable
expenses
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14,300 | 11,610 | ||||||
Total direct costs and
reimbursable
expenses
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115,117 | 95,078 | ||||||
Operating
expenses:
|
||||||||
Selling,
general and
administrative
|
34,531 | 30,162 | ||||||
Depreciation
and
amortization
|
5,759 | 5,138 | ||||||
Total operating
expenses
|
40,290 | 35,300 | ||||||
Operating
income
|
21,842 | 20,629 | ||||||
Other
income (expense):
|
||||||||
Interest
expense, net of interest
income
|
(2,733 | ) | (1,833 | ) | ||||
Other
expense
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(471 | ) | (294 | ) | ||||
Total other
expense
|
(3,204 | ) | (2,127 | ) | ||||
Income
before provision for
income taxes
|
18,638 | 18,502 | ||||||
Provision
for income
taxes
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8,387 | 8,289 | ||||||
Net
income
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$ | 10,251 | $ | 10,213 | ||||
Earnings
per share:
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||||||||
Basic
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$ | 0.52 | $ | 0.59 | ||||
Diluted
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$ | 0.51 | $ | 0.56 | ||||
Weighted
average shares used in calculating earnings per share:
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||||||||
Basic
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19,528 | 17,372 | ||||||
Diluted
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20,252 | 18,215 | ||||||
March
31,
2009
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December
31,
2008
|
|||||||
Assets
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||||||||
Current
assets:
|
||||||||
Cash and cash
equivalents
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$ | 9,566 | $ | 14,106 | ||||
Receivables from clients,
net
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87,496 | 88,071 | ||||||
Unbilled services,
net
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47,734 | 43,111 | ||||||
Income tax
receivable
|
2,295 | 3,496 | ||||||
Deferred income
taxes
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14,427 | 15,708 | ||||||
Prepaid expenses and other
current
assets
|
16,172 | 14,563 | ||||||
Total current
assets
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177,690 | 179,055 | ||||||
Property
and equipment,
net
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43,760 | 44,708 | ||||||
Deferred
income
taxes
|
828 | 2,064 | ||||||
Other
non-current
assets
|
14,664 | 15,722 | ||||||
Intangible
assets,
net
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29,317 | 32,372 | ||||||
Goodwill
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506,544 | 505,676 | ||||||
Total
assets
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$ | 772,803 | $ | 779,597 | ||||
Liabilities
and stockholders’ equity
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||||||||
Current
liabilities:
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||||||||
Accounts
payable
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$ | 7,547 | $ | 6,505 | ||||
Accrued
expenses
|
22,627 | 27,361 | ||||||
Accrued payroll and related
benefits
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29,642 | 48,374 | ||||||
Accrued consideration for
business
acquisitions
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16,132 | 60,099 | ||||||
Income tax
payable
|
1,412 | 2,086 | ||||||
Deferred
revenues
|
20,096 | 21,208 | ||||||
Current portion of capital lease
obligations
|
416 | 518 | ||||||
Total current
liabilities
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97,872 | 166,151 | ||||||
Non-current
liabilities:
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||||||||
Deferred compensation and other
liabilities
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6,694 | 5,511 | ||||||
Capital lease obligations, net
of current
portion
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139 | 204 | ||||||
Bank
borrowings
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321,500 | 280,000 | ||||||
Deferred lease
incentives
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9,076 | 8,705 | ||||||
Total non-current
liabilities
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337,409 | 294,420 | ||||||
Commitments
and
contingencies
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¾ | ¾ | ||||||
Stockholders’
equity
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||||||||
Common
stock; $0.01 par value; 500,000,000 shares authorized; 22,038,006 and
21,387,679 shares issued at March 31, 2009 and December 31, 2008,
respectively
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204 | 202 | ||||||
Treasury
stock, at cost, 516,375 and 404,357 shares at March 31, 2009 and
December 31, 2008, respectively
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(28,098 | ) | (21,443 | ) | ||||
Additional
paid-in
capital
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227,213 | 211,464 | ||||||
Retained
earnings
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139,003 | 128,752 | ||||||
Accumulated
other comprehensive income
(loss)
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(800 | ) | 51 | |||||
Total stockholders’
equity
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337,522 | 319,026 | ||||||
Total
liabilities and stockholders’
equity
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$ | 772,803 | $ | 779,597 |
Three
months ended
March 31,
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||||||||
2009
|
2008
|
|||||||
Cash
flows from operating activities:
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||||||||
Net
income
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$ | 10,251 | $ | 10,213 | ||||
Adjustments
to reconcile net income to net cash provided by (used in) operating
activities:
|
||||||||
Depreciation and
amortization
|
7,445 | 5,162 | ||||||
Share-based
compensation
|
6,638 | 6,418 | ||||||
Allowances for doubtful accounts
and unbilled
services
|
(1,261 | ) | 651 | |||||
Deferred income
taxes
|
2,931 | (1,487 | ) | |||||
Changes in operating assets and
liabilities, net of businesses acquired:
|
||||||||
Decrease (increase) in
receivables from
clients
|
630 | (2,823 | ) | |||||
Increase in unbilled
services
|
(4,564 | ) | (11,752 | ) | ||||
Decrease in current income tax
receivable / payable,
net
|
538 | 812 | ||||||
Increase in other
assets
|
(503 | ) | (1,094 | ) | ||||
Increase in accounts payable
and accrued
liabilities
|
532 | 1,815 | ||||||
Decrease in accrued payroll and
related
benefits
|
(18,838 | ) | (36,697 | ) | ||||
(Decrease) increase in deferred
revenues
|
(1,747 | ) | 332 | |||||
Net cash provided by (used in)
operating
activities
|
2,052 | (28,450 | ) | |||||
Cash
flows from investing activities:
|
||||||||
Purchases
of property and equipment,
net
|
(3,598 | ) | (5,530 | ) | ||||
Net
investment in life insurance
policies
|
(154 | ) | (878 | ) | ||||
Purchases
of businesses, net of cash
acquired
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(46,203 | ) | (10,153 | ) | ||||
Net cash used in investing
activities
|
(49,955 | ) | (16,561 | ) | ||||
Cash
flows from financing activities:
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||||||||
Proceeds
from exercise of stock
options
|
43 | 136 | ||||||
Shares
redeemed for employee tax
withholdings
|
(1,548 | ) | (5,491 | ) | ||||
Tax
benefit from share-based
compensation
|
3,963 | 8,018 | ||||||
Proceeds
from borrowings under credit
facility
|
100,500 | 101,500 | ||||||
Repayments
on credit
facility
|
(59,000 | ) | (48,000 | ) | ||||
Payments
of capital lease
obligations
|
(98 | ) | (214 | ) | ||||
Net cash provided by financing
activities
|
43,860 | 55,949 | ||||||
Effect
of exchange rate changes on
cash
|
(497 | ) | 346 | |||||
Net
(decrease) increase in cash and cash
equivalents
|
(4,540 | ) | 11,284 | |||||
Cash
and cash equivalents at beginning of the
period
|
14,106 | 2,993 | ||||||
Cash
and cash equivalents at end of the
period
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$ | 9,566 | $ | 14,277 | ||||
Three
Months Ended
March 31,
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||||||||||||
Segment
and Consolidated Operating Results (in thousands):
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2009
|
2008
|
Percent
Increase
(Decrease)
|
|||||||||
Health and Education Consulting: | ||||||||||||
Revenues | $ | 93,557 | $ | 51,088 | 83.1 | % | ||||||
Operating income | $ | 37,129 | $ | 22,132 | 67.8 | % | ||||||
Segment operating income as a percent of segment revenues | 39.7 | % | 43.3 | % | ||||||||
Accounting and Financial Consulting: | ||||||||||||
Revenues | $ | 24,440 | $ | 38,811 | (37.0 | %) | ||||||
Operating income | $ | 2,528 | $ | 9,589 | (73.6 | %) | ||||||
Segment operating income as a percent of segment revenues | 10.3 | % | 24.7 | % | ||||||||
Legal Consulting: | ||||||||||||
Revenues | $ | 22,868 | $ | 25,223 | (9.3 | %) | ||||||
Operating income | $ | 3,241 | $ | 6,587 | (50.8 | %) | ||||||
Segment operating income as a percent of segment revenues | 14.2 | % | 26.1 | % | ||||||||
Corporate Consulting: | ||||||||||||
Revenues | $ | 22,144 | $ | 24,272 | (8.8 | %) | ||||||
Operating income | $ | 8,175 | $ | 9,377 | (12.8 | %) | ||||||
Segment operating income as a percent of segment revenues | 36.9 | % | 38.6 | % | ||||||||
Total Company: | ||||||||||||
Revenues | $ | 163,009 | $ | 139,394 | 16.9 | % | ||||||
Reimbursable expenses | 14,240 | 11,613 | 22.6 | % | ||||||||
Total revenues and reimbursable expenses | $ | 177,249 | $ | 151,007 | 17.4 | % | ||||||
Statement
of operations reconciliation:
|
||||||||||||
Segment operating income | $ | 51,073 | $ | 47,685 | 7.1 | % | ||||||
Charges not allocated at the segment level: | ||||||||||||
Other
selling, general and administrative expenses
|
23,472 | 21,918 | 7.1 | % | ||||||||
Depreciation
and amortization expense
|
5,759 | 5,138 | 12.1 | % | ||||||||
Total
operating income
|
21,842 | 20,629 | 5.9 | % | ||||||||
Other
expense, net
|
3,204 | 2,127 | 50.6 | % | ||||||||
Income before provision for income taxes | $ | 18,638 | $ | 18,502 | 0.7 | % | ||||||
Other
Operating Data:
|
||||||||||||
Number
of full-time billable consultants (at period end)
(1):
|
||||||||||||
Health
and Education Consulting
|
912 | 466 | ||||||||||
Accounting
and Financial Consulting
|
294 | 364 | ||||||||||
Legal
Consulting
|
161 | 175 | ||||||||||
Corporate
Consulting
|
167 | 229 | ||||||||||
Total
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1,534 | 1,234 | ||||||||||
Average
number of full-time billable consultants (for the period) (1):
|
||||||||||||
Health
and Education Consulting
|
919 | 458 | ||||||||||
Accounting
and Financial Consulting
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301 | 370 | ||||||||||
Legal
Consulting
|
162 | 178 | ||||||||||
Corporate
Consulting
|
169 | 231 | ||||||||||
Total
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1,551 | 1,237 | ||||||||||
Full-time
billable consultant utilization rate (2):
|
||||||||||||
Health
and Education Consulting
|
78.1 | % | 78.1 | % | ||||||||
Accounting
and Financial Consulting
|
50.6 | % | 51.8 | % | ||||||||
Legal
Consulting
|
53.7 | % | 57.9 | % | ||||||||
Corporate
Consulting
|
73.8 | % | 65.2 | % | ||||||||
Total
|
69.7 | % | 65.0 | % |
Three
Months Ended
March 31,
|
||||||||
Other
Operating Data:
|
2009
|
2008
|
||||||
Full-time
billable consultant average billing rate per hour (3):
|
||||||||
Health
and Education Consulting
|
$ | 245 | $ | 269 | ||||
Accounting
and Financial Consulting
|
$ | 253 | $ | 268 | ||||
Legal
Consulting
|
$ | 233 | $ | 234 | ||||
Corporate
Consulting
|
$ | 362 | $ | 329 | ||||
Total
|
$ | 259 | $ | 276 | ||||
Revenue
per full-time billable consultant (in thousands):
|
||||||||
Health
and Education Consulting
|
$ | 92 | $ | 103 | ||||
Accounting
and Financial Consulting
|
$ | 61 | $ | 66 | ||||
Legal
Consulting
|
$ | 57 | $ | 64 | ||||
Corporate
Consulting
|
$ | 124 | $ | 103 | ||||
Total
|
$ | 86 | $ | 86 | ||||
Average
number of full-time equivalents (for the period) (4):
|
||||||||
Health
and Education Consulting
|
97 | 38 | ||||||
Accounting
and Financial Consulting
|
104 | 239 | ||||||
Legal
Consulting
|
503 | 468 | ||||||
Corporate
Consulting
|
9 | 8 | ||||||
Total
|
713 | 753 | ||||||
Revenue
per full-time equivalents (in thousands):
|
||||||||
Health
and Education Consulting
|
$ | 95 | $ | 104 | ||||
Accounting
and Financial Consulting
|
$ | 59 | $ | 61 | ||||
Legal
Consulting
|
$ | 27 | $ | 30 | ||||
Corporate
Consulting
|
$ | 135 | $ | 70 | ||||
Total
|
$ | 42 | $ | 44 |
(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 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)
|
Consists
of consultants who work variable schedules as needed by our clients, as
well as contract reviewers and other professionals who generate revenues
primarily based on number of hours worked and units produced, such as
pages reviewed and data processed. Also includes full-time employees who
provide software support and maintenance services to our
clients.
|
Three
months ended
March 31,
|
||||||||
2009
|
2008
|
|||||||
Revenues
|
$ | 163,009 | $ | 139,394 | ||||
Operating
income
|
$ | 21,842 | $ | 20,629 | ||||
Add
back:
|
||||||||
Depreciation and
amortization
|
7,445 | 5,162 | ||||||
Earnings
before interest, taxes, depreciation and amortization (EBITDA) (5)
|
29,287 | 25,791 | ||||||
Add
back:
|
||||||||
Share-based
compensation
|
6,638 | 6,418 | ||||||
Adjusted
EBITDA (5)
|
$ | 35,925 | $ | 32,209 | ||||
Adjusted
EBITDA as a percentage of
revenues
|
22.0 | % | 23.1 | % |
Three
months ended
March 31,
|
||||||||
2009
|
2008
|
|||||||
Net
income
|
$ | 10,251 | $ | 10,213 | ||||
Diluted
earnings per
share
|
$ | 0.51 | $ | 0.56 | ||||
Add
back:
|
||||||||
Amortization of intangible
assets
|
3,056 | 1,724 | ||||||
Share-based
compensation
|
6,638 | 6,418 | ||||||
Tax
effect
|
(3,975 | ) | (3,330 | ) | ||||
Total adjustments, net of
tax
|
5,719 | 4,812 | ||||||
Adjusted
net income (5)
|
$ | 15,970 | $ | 15,025 | ||||
Adjusted
diluted earnings per share (5)
|
$ | 0.79 | $ | 0.82 |
|
(5)
|
In
evaluating the Company’s financial performance, management uses earnings
before interest, taxes, depreciation and amortization (“EBITDA”), adjusted
EBITDA, and adjusted net income, which are non-GAAP measures. Management
believes that the use of such measures, as supplements to operating
income, net income and other GAAP measures, are useful indicators of the
Company’s financial performance and its ability to generate cash flows
from operations that are available for taxes and capital expenditures.
Investors should recognize that these non-GAAP measures might not be
comparable to similarly titled measures of other companies. These measures
should be considered in addition to, and not as a substitute for or
superior to, any measure of performance, cash flows or liquidity prepared
in accordance with accounting principles generally accepted in the United
States.
|