false0001289848 0001289848 2019-07-30 2019-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

July 30, 2019

Date of Report (Date of earliest event reported)

_____________________

Huron Consulting Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-50976	01-0666114
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

550 West Van Buren Street

Chicago, Illinois

60607

(Address of principal executive offices)

(Zip Code)

(312) 583-8700

(Registrant’s telephone number, including area code)

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	HURN	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐

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Item 2.02.    Results of Operations and Financial Condition.

On July 30, 2019, Huron Consulting Group Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2019. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 2.02 and the attached Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d)     Exhibits

Exhibit Number		Exhibit Description
99.1		Press release, dated July 30, 2019
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Huron Consulting Group Inc.
			(Registrant)
Date:	July 30, 2019		/s/ John D. Kelly
			John D. Kelly
			Executive Vice President, Chief Financial Officer, and Treasurer

•	Revenues increased $23.2 million, or 11.7%, to $220.8 million in Q2 2019 from $197.5 million in Q2 2018.

•	Net income from continuing operations increased $4.7 million, or 80.3%, to $10.6 million in Q2 2019 from $5.9 million in Q2 2018.

•	Adjusted EBITDA(7), a non-GAAP measure, increased $4.5 million, or 18.4%, to $29.2 million in Q2 2019 from $24.7 million in Q2 2018.

•	Diluted earnings per share from continuing operations increased $0.20, or 74.1%, to $0.47 in Q2 2019 from $0.27 in Q2 2018.

•	Adjusted diluted earnings per share from continuing operations(7), a non-GAAP measure, increased $0.18, or 31.0%, to $0.76 in Q2 2019 from $0.58 in Q2 2018.

•	Revenues increased $34.0 million, or 8.7%, to $425.2 million for the first six months of 2019 from $391.2 million for the same prior year period.

•	Net income from continuing operations increased $11.3 million to $13.9 million for the first six months of 2019 from $2.6 million for the same prior year period.

•	Adjusted EBITDA(7), a non-GAAP measure, increased $8.8 million, or 23.1%, to $47.2 million for the first six months of 2019 from $38.4 million for the first six months of 2018.

•	Diluted earnings per share from continuing operations increased $0.50 to $0.62 for the first six months of 2019 from $0.12 for the first six months of 2018.

•	Adjusted diluted earnings per share from continuing operations(7), a non-GAAP measure, increased $0.38, or 48.7%, to $1.16 for the first six months of 2019 from $0.78 for the same prior year period.

•	Huron updates its previous earnings guidance range for full year 2019, including revenue expectations in a range of $830.0 million to $860.0 million.

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(1)	Consists of full-time professionals who provide consulting services and generate revenues based on the number of hours worked.

(2)	Utilization rate for full-time billable consultants is calculated by dividing the number of hours full-time billable consultants worked on client assignments during a period by the total available working hours for 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 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 Business Advisory segment includes operations of Huron Eurasia India. Absent the impact of Huron Eurasia India, the average billing rate per hour for the Business Advisory segment would have been $215 and $246 for the three months ended June 30, 2019 and 2018, respectively; and $219 and $243 for the six months ended June 30, 2019 and 2018, respectively.

(5)	Beginning in the third quarter of 2018, the average billing rate per hour excludes the number of hours charged on internal assignments by consultants within Huron Eurasia India to provide a more meaningful average billing rate charged to external clients. Prior year periods have been revised for consistent presentation.

(6)	Consists of leadership coaches and their support staff within the Healthcare Leadership solution, consultants who work variable schedules as needed by clients, and full-time employees who provide software support and maintenance services to clients.

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(7)

In evaluating the company’s financial performance and outlook, management uses earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted EBITDA as a percentage of revenues, adjusted net income from continuing operations, and adjusted diluted earnings per share from continuing operations, which are non-GAAP measures. Management uses these non-GAAP financial measures to gain an understanding of the company's comparative operating performance (when comparing such results with previous periods or forecasts). These non-GAAP financial measures are used by management in their financial and operating decision making because management believes they reflect the company's ongoing business in a manner that allows for meaningful period-to-period comparisons. Management also uses these non-GAAP financial measures when publicly providing the company's business outlook, for internal management purposes, and as a basis for evaluating potential acquisitions and dispositions. Management believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating Huron’s current operating performance and future prospects in the same manner as management does, if they so choose, and in comparing in a consistent manner Huron’s current financial results with Huron’s past financial results. 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.