11 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: In connection with the preparation of this report, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the internal control over financial reporting as of December 31, 2022 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013) .
+Added: In connection with the preparation of this report, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the internal control over financial reporting as of
+Added: December 31, 2023 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013) .
As a result of that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.
3 unchanged sentences
OTHER INFORMATION.
+Added: Securities Trading Plans of Directors and Executive Officers
+Added: During the fourth quarter of 2023, none of our executive officers or directors adopted or terminated contracts, instructions or written plans for the sale or purchase of our securities intended to satisfy the affirmative defense condition of Rule 10b5-1(c) trading plan or adopted or terminated a non-Rule 10b5-1(c) trading arrangement (as defined in Item 408(c) of Regulation S-K).
+Added: The Company previously reported the adoption by Mr.
+Added: McCartney of a 10b5-1 plan on August 2, 2023 covering 5,400 shares.
+Added: Such shares include 2,700 shares held by Niamogue Foundation in which Mr.
+Added: McCartney does not have a pecuniary interest.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
2 unchanged sentences
Directors, Executive Officers, Promoters and Control Persons
−Removed: The information required by this item is incorporated by reference from portions of our definitive proxy statement for our annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A by May 1, 2023 (the “Proxy Statement”) under “Nominees to Board of Directors,” “Directors Not Standing For Election” and “Executive Officers.”
+Added: The information required by this item is incorporated by reference from portions of our definitive proxy statement for our annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A by April 29, 2024 (the “Proxy Statement”) under “Nominees to Board of Directors,” “Directors Not Standing For Election” and “Executive Officers.”
Compliance with Section 16(a) of the Exchange Act
60 unchanged sentences
Ending Exhibit Filing Date
−Removed: 3.1 Third Amended and Restated Certificate of Incorporation of Huron Consulting Group Inc.
−Removed: 10-K 12/31/2004 3.1 2/16/2005
+Added: 3.1 Restated Certificate of Incorporation filed with the Secretary of State of Delaware on July 28, 2023.
+Added: 9/30/2023 3.1 11/2/2023
3.2 Amended and Restated Bylaws of Huron Consulting Group Inc.
+Added: (as amended on May 15, 2023).
8-K 3.2 5/19/2023
20 unchanged sentences
10-K 12/31/2019 10.13 2/26/2020
+Added: 10.9 Sixth Amendment to Lease by and between Huron Consulting Services LLC and Onni Van Buren Chicago LLC, dated October 3, 2019.
+Added: 8-K 10.1 10/16/2019
Number Exhibit Description Filed
2 unchanged sentences
Ending Exhibit Filing Date
−Removed: 10.9 Sixth Amendment to Lease by and between Huron Consulting Services LLC and Onni Van Buren Chicago LLC, dated October 3, 2019.
−Removed: 8-K 10.1 10/16/2019
10.10* Form of the Huron Consulting Group Inc.
10 unchanged sentences
10-K 12/31/2014 10.34 2/24/2015
−Removed: 10.14* Huron Consulting Group Inc.
−Removed: 2012 Omnibus Incentive Plan, as amended and restated effective February 13, 2020.
−Removed: 10-K 12/31/2019 10.34 2/26/2020
Senior Management Agreement by and between Huron Consulting Group Inc.
1 unchanged sentence
10-Q 3/31/2020 10.1 4/30/2020
−Removed: 10.16* Amendment to the Huron Consulting Group Inc.
−Removed: 2012 Omnibus Incentive Plan.
−Removed: DEF 14A Appendix A 3/26/2020
Form of Retention Bonus Agreement.
8-K 10.1 4/14/2021
−Removed: 10.18* Amendment to the Huron Consulting Group Inc.
−Removed: 2012 Omnibus Incentive Plan.
−Removed: DEF 14A Appendix A 3/26/2021
Form of the Huron Consulting Group Inc.
15 unchanged sentences
8-K/A 10.2 12/29/2022
+Added: Huron Consulting Group Inc.
+Added: Stock Ownership Participation Program, as amended effective November 23, 2022.
+Added: 10-K 12/31/2022 10.26 2/28/2023
+Added: Amendment No.
+Added: 1 to the Third Amended and Restated Credit Agreement, dated as of April 28, 2023, by and among Huron Consulting Group Inc., as Borrower, and PNC Capital Markets LLC, as Sustainability Structuring
+Added: Agent for and on behalf of the Lenders.
+Added: 8-K 10.1 5/2/2023
+Added: Huron Consulting Group Inc.
+Added: 2012 Omnibus Incentive Plan, as amended and restated effective December 8 , 202 3 .
Number Exhibit Description Filed
2 unchanged sentences
Ending Exhibit Filing Date
−Removed: 10.26* Huron Consulting Group Inc.
−Removed: Stock Ownership Participation Program, as amended effective November 23, 2022.
+Added: Amendment No.
+Added: 2 to t he Third Amended and Restated Credit Agreement, dated as of February 26, 2024, by and among Huron Consulting Group Inc., as Borrower, the Lenders Party There to and Bank of America, N.A., as Administrative Agent and Collateral Agent .
+Added: 8-K 10.1 2/27/2024
21.1 List of Subsidiaries of Huron Consulting Group Inc.
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Huron Consulting Group Compensation Clawback Policy
101.INS Inline 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.
39 unchanged sentences
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
−Removed: Consolidated Balance Sheets at December 31, 2022 and 2021 F-4
−Removed: Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the years ended December 31, 2022, 2021, and 2020 F-5
+Added: Consolidated Balance Sheets at December 31, 2023 and 2022
+Added: Consolidated Statements of Earnings and Other Comprehensive Income for the years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 202 3 , 202 2 , and 202 1
5 unchanged sentences
We have audited the accompanying consolidated balance sheets of Huron Consulting Group Inc.
−Removed: and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations and other comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).
+Added: and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and other comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).
We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
26 unchanged sentences
Revenue Recognition - Fixed-Fee and Healthcare Performance-Based Billing Arrangements
−Removed: As described in Note 2 to the consolidated financial statements, in fixed-fee billing arrangements, which makes up a portion of total revenues of $1.13 billion for the year ended December 31, 2022, the Company agrees to a pre-established fee in exchange for a predetermined set of professional services.
+Added: As described in Note 2 to the consolidated financial statements, in fixed-fee billing arrangements, which make up a portion of total revenues of $1.36 billion for the year ended December 31, 2023, the Company agrees to a pre-established fee in exchange for a predetermined set of professional services.
As disclosed by management, under fixed-fee arrangements, revenues are recognized based upon work completed to date versus management’s estimates of the total services to be provided under the engagement.
−Removed: Additionally, the Company’s Healthcare practice enters into performance-based billing arrangements whereby fees are tied to the attainment of contractually defined objectives, as a result of adopting the Company’s recommendations, which makes up a portion of total revenues of $1.13 billion for the year ended December 31, 2022.
+Added: Additionally, the Company’s Healthcare practice enters into performance-based billing arrangements whereby fees are tied to the attainment of contractually defined objectives, as a result of adopting the Company’s recommendations, which make up a portion of total revenues of $1.36 billion for the year ended December 31, 2023.
Under performance-based billing arrangements, revenue is recognized based on an estimate of variable consideration and work completed to date versus the estimates of the total services to be provided under the engagement.
3 unchanged sentences
These procedures included testing the effectiveness of controls relating to the revenue recognition process under fixed-fee and performance-based billing arrangements.
−Removed: These procedures also included, among others, testing the accuracy of the total contract amounts and evaluating the reasonableness of management’s assumption of work completed to-date versus management’s estimates of the total services to be provided by (i) inquiring with the Company’s employees regarding the expected remaining efforts for a sample of engagements, (ii) evaluating trends in past performance, and (iii) evaluating performance to date.
−Removed: Additionally, for performance-based billing arrangements, procedures included, among others (i) evaluating the reasonableness of management’s assumption of the probability of attaining the contractually defined objectives by inquiring with the Company’s employees regarding the expected remaining efforts and the probability weighting of variable consideration to be earned for a sample of engagements and by evaluating trends in past performance, (ii) evaluating the necessity of applying a constraint based upon consideration of the initial forecasts developed during project procurement, and (iii) evaluating performance to date towards the attainment of contractually defined objectives.
+Added: These procedures also included, among others, testing the accuracy of the total contract amounts and evaluating the reasonableness of management’s assumption of work completed to date versus management’s estimates of the total services to be provided for a sample of engagements by (i) inquiring with the Company’s employees regarding the expected remaining efforts, (ii) evaluating trends in past performance, and (iii) evaluating performance to date.
+Added: Additionally, for performance based billing arrangements, procedures included, among others, for a sample of engagements (i) evaluating the reasonableness of management’s assumption of the probability of attaining the contractually defined objectives by inquiring with the Company’s employees regarding the expected remaining efforts and the probability weighting of variable consideration to be earned and by evaluating trends in past performance, (ii) evaluating the necessity of applying a constraint, and (iii) evaluating performance to date towards the attainment of contractually defined objectives.
/s/ PricewaterhouseCoopers LLP
28 unchanged sentences
Accrued payroll and related benefits 225,921 171,723
−Removed: Current maturities of long-term debt — 559
Current maturities of operating lease liabilities 11,032 10,530
3 unchanged sentences
Deferred compensation and other liabilities 35,665 33,614
−Removed: Long-term debt, net of current portion 290,000 232,221
+Added: Long-term debt 324,000 290,000
Operating lease liabilities, net of current portion 38,850 45,556
16 unchanged sentences
HURON CONSULTING GROUP INC.
−Removed: CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)
+Added: CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
(In thousands, except per share amounts)
11 unchanged sentences
Depreciation and amortization 24,906 27,359 25,489
−Removed: Goodwill impairment charges — — 59,816
Total operating expenses 1,273,407 1,059,201 874,119
−Removed: Operating income (loss) 99,760 52,839 ( 28,852 )
+Added: Operating income 125,348 99,760 52,839
Other income (expense), net:
Interest expense, net of interest income ( 19,573 ) ( 11,883 ) ( 8,150 )
−Removed: Other income, net 20,700 35,347 4,271
+Added: Other income (expense), net ( 21,880 ) 20,700 35,347
Total other income (expense), net ( 41,453 ) 8,817 27,197
−Removed: Income (loss) from continuing operations before taxes 108,577 80,036 ( 33,873 )
−Removed: Income tax expense (benefit) 33,025 17,049 ( 10,155 )
−Removed: Net income (loss) from continuing operations $ 75,552 $ 62,987 $ ( 23,718 )
−Removed: Loss from discontinued operations, net of tax — — ( 122 )
−Removed: Net income (loss) $ 75,552 $ 62,987 $ ( 23,840 )
+Added: Income before taxes 83,895 108,577 80,036
+Added: Income tax expense 21,416 33,025 17,049
+Added: Net income $ 62,479 $ 75,552 $ 62,987
Earnings per share:
−Removed: Net income (loss) per basic share:
−Removed: Net income (loss) from continuing operations $ 3.73 $ 2.94 $ ( 1.08 )
−Removed: Loss from discontinued operations, net of tax — — ( 0.01 )
−Removed: Net income (loss) $ 3.73 $ 2.94 $ ( 1.09 )
−Removed: Net earnings (loss) per diluted share:
−Removed: Net income (loss) from continuing operations $ 3.64 $ 2.89 $ ( 1.08 )
−Removed: Loss from discontinued operations, net of tax — — ( 0.01 )
−Removed: Net income (loss) $ 3.64 $ 2.89 $ ( 1.09 )
+Added: Net income per basic share $ 3.32 $ 3.73 $ 2.94
+Added: Net income per diluted share $ 3.19 $ 3.64 $ 2.89
Weighted average shares used in calculating earnings per share:
1 unchanged sentence
Diluted 19,601 20,746 21,809
−Removed: Comprehensive income (loss):
−Removed: Net income (loss) $ 75,552 $ 62,987 $ ( 23,840 )
+Added: Comprehensive income:
+Added: Net income $ 62,479 $ 75,552 $ 62,987
Foreign currency translation adjustments, net of tax 512 ( 1,890 ) ( 925 )
1 unchanged sentence
Unrealized gain (loss) on cash flow hedging instruments, net of tax ( 3,615 ) 9,315 3,535
−Removed: Other comprehensive income (loss) 1,279 3,779 ( 1,875 )
−Removed: Comprehensive income (loss) $ 76,831 $ 66,766 $ ( 25,715 )
+Added: Other comprehensive income 4,708 1,279 3,779
+Added: Comprehensive income $ 67,187 $ 76,831 $ 66,766
The accompanying notes are an integral part of the consolidated financial statements.
9 unchanged sentences
Balance at December 31, 2020 24,560,855 $ 246 ( 2,812,896 ) $ ( 129,886 ) $ 454,512 $ 214,009 $ 13,061 $ 551,942
−Removed: Comprehensive loss ( 23,840 ) ( 1,875 ) ( 25,715 )
+Added: Comprehensive income 62,987 3,779 66,766
Issuance of common stock in connection with:
1 unchanged sentence
Exercise of stock options 23,403 — 804 804
+Added: Purchase of business 74,671 1 3,322 3,323
Share-based compensation 23,971 23,971
6 unchanged sentences
Exercise of stock options 36,536 — 1,421 1,421
−Removed: Purchase of business 74,671 1 3,322 3,323
Share-based compensation 30,991 30,991
6 unchanged sentences
Exercise of stock options 51,266 1 2,523 2,524
+Added: Purchase of business 16,337 — 1,646 1,646
Share-based compensation 43,658 43,658
9 unchanged sentences
Cash flows from operating activities:
−Removed: Net income (loss) $ 75,552 $ 62,987 $ ( 23,840 )
−Removed: Adjustments to reconcile net income (loss) to net cash provided by operating activities:
+Added: Net income $ 62,479 $ 75,552 $ 62,987
+Added: Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 24,938 27,359 25,978
3 unchanged sentences
Amortization of debt discount and issuance costs 769 1,169 794
−Removed: Goodwill impairment charges — — 59,816
Allowances for doubtful accounts 421 141 13
1 unchanged sentence
Gain on sale of property and equipment, excluding transaction costs ( 64 ) ( 1,111 ) ( 343 )
−Removed: (Gain) loss on sales of businesses, excluding transaction costs — ( 32,824 ) 1,603
+Added: Gain on sale of business, excluding transaction costs — — ( 32,824 )
Change in fair value of contingent consideration liabilities ( 490 ) ( 359 ) 173
1 unchanged sentence
Other, net — 6 ( 78 )
−Removed: Changes in operating assets and liabilities, net of acquisitions and divestitures:
+Added: Changes in operating assets and liabilities, net of acquisitions and divestiture:
(Increase) decrease in receivables from clients, net ( 15,046 ) ( 25,847 ) ( 39,845 )
2 unchanged sentences
(Increase) decrease in other assets ( 6,535 ) 2,532 ( 2,670 )
−Removed: Increase (decrease) in accounts payable and accrued liabilities ( 13,466 ) 10,394 ( 7,786 )
+Added: Increase (decrease) in accounts payable and other liabilities ( 6,948 ) ( 13,466 ) 10,394
Increase (decrease) in accrued payroll and related benefits 51,022 32,770 ( 2,636 )
5 unchanged sentences
Distributions from life insurance policies 2,956 3,377 —
−Removed: Purchases of businesses, net of cash acquired ( 3,448 ) ( 44,819 ) ( 8,701 )
−Removed: Purchases of investment securities — — ( 13,000 )
+Added: Purchases of businesses ( 1,613 ) ( 3,448 ) ( 44,819 )
Capitalization of internally developed software costs ( 25,742 ) ( 11,752 ) ( 4,889 )
1 unchanged sentence
Proceeds from sale of property and equipment 111 4,753 408
−Removed: Divestitures of business 207 41,273 ( 1,499 )
+Added: Divestiture of business — 207 41,273
Net cash used in investing activities ( 36,652 ) ( 20,128 ) ( 20,143 )
6 unchanged sentences
Payments for debt issuance costs ( 58 ) ( 2,686 ) —
−Removed: Deferred payments on business acquisitions ( 1,875 ) — —
+Added: Deferred payments on business acquisition ( 1,500 ) ( 1,875 ) —
Net cash used in financing activities ( 98,327 ) ( 74,108 ) ( 44,410 )
5 unchanged sentences
Non-cash investing and financing activities:
−Removed: Property and equipment expenditures and capitalized software included in accounts payable, accrued expenses and accrued payroll and related benefits $ 3,784 $ 4,733 $ 1,178
−Removed: Contingent consideration related to purchases of businesses $ 1,185 $ 1,800 $ 1,770
−Removed: Common stock issued related to purchase of business $ — $ 3,323 $ —
−Removed: Share repurchases included in accounts payable $ 1,107 $ 191 $ —
+Added: Property and equipment expenditures and capitalized software included in current liabilities $ 5,156 $ 3,784 $ 4,733
+Added: Common stock issued related to purchases of businesses $ 1,646 $ — $ 3,323
+Added: Contingent consideration accrued related to purchases of businesses $ 374 $ 1,185 $ 1,800
+Added: Share repurchases included in current liabilities $ 1,030 $ 1,107 $ 191
+Added: Excise tax on net share repurchases included in current liabilities $ 947 $ — $ —
Cash paid during the year for:
6 unchanged sentences
Description of Business
−Removed: 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.
+Added: Huron is a global professional services firm that partners with clients to develop growth strategies, optimize operations and accelerate digital transformation, including 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.
−Removed: Effective January 1, 2022, we modified our operating model to expand and more deeply integrate our industry expertise with our digital, strategic and financial advisory capabilities.
−Removed: The new operating model strengthens Huron’s go-to-market strategy, drives efficiencies that support margin expansion, and positions the company to accelerate growth.
−Removed: To align with the new operating model, effective with reporting for periods beginning January 1, 2022, we began reporting under the three industries, which are our reportable segments:
−Removed: Healthcare, Education and Commercial.
+Added: We provide our services and products and manage our business under three operating segments:
+Added: Healthcare, Education, and Commercial, which align our business by industry.
The Commercial segment includes all industries outside of healthcare and education, including, but not limited to, financial services and energy and utilities.
−Removed: In the new reporting structure, each segment includes all revenue and costs associated with engagements delivered in the respective segments' industries.
−Removed: The new Healthcare and Education segments include some revenue and costs historically reported in the Business Advisory segment and the Healthcare segment includes some revenue and costs historically reported in the Education segment.We also provide revenue reporting across two principal capabilities:
−Removed: i) Consulting and Managed Services and ii) Digital.
−Removed: These changes improve visibility into the core drivers of our business.
−Removed: While our consolidated results have not been impacted, our historical segment information has been recast for consistent presentation.
+Added: We also provide revenue reporting across two principal capabilities:
+Added: i) Consulting and Managed Services and ii) Digital, which are methods by which we deliver our services and products.
See Note 19 “Segment Information” for a discussion of our three segments.
5 unchanged sentences
All intercompany balances and transactions have been eliminated in consolidation.
−Removed: In order to better align with industry standards, in the first quarter of 2022, we revised the presentation of our consolidated statement of operations and other comprehensive income (loss) to present depreciation and amortization expense in the aggregate with amortization of intangible assets and software development costs that were previously presented separately within total direct costs and reimbursable expenses.
−Removed: We also aggregated immaterial line items within selling, general and administrative expenses.
−Removed: The change in presentation has no effect on our consolidated results, and our historical consolidated statements of operations and other comprehensive income (loss) were revised for consistent presentation.
Use of Estimates
11 unchanged sentences
1) identify the contract, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize revenue as or when we satisfy the performance obligations.
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
We generate our revenues under four types of billing arrangements:
11 unchanged sentences
Estimates of total engagement revenues and cost of services are monitored regularly during the term of the engagement.
+Added: HURON CONSULTING GROUP INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in thousands, except per share amounts)
We also generate revenues from software licenses for our revenue cycle management software and research administration and compliance software.
3 unchanged sentences
• Time-and-expense:
−Removed: Under time-and-expense billing arrangements, we require the client to pay based on the number of hours worked by our revenue-generating professionals at agreed upon rates.
+Added: Under time-and-expense billing arrangements, we invoice our clients based on the number of hours worked by our revenue-generating professionals at agreed upon rates.
Time-and-expense arrangements also include certain speaking engagements, conferences, and publications purchased by our clients outside of Partner Contracts within our culture and organizational excellence solution and the portion of our Healthcare managed services contracts that are billed under time-and-expense arrangements.
20 unchanged sentences
Client prepayments and retainers are classified as deferred revenues and recognized over future periods as earned in accordance with the applicable engagement agreement.
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
Capitalized Sales Commissions
4 unchanged sentences
During the years ended December 31, 2023, 2022, and 2021, we amortized $ 0.2 million, $ 0.3 million, and $ 0.4 million, respectively, of capitalized sales commissions.
−Removed: Unamortized sales commissions were $ 0.4 million and $ 0.6 million as of December 31, 2022 and 2021, respectively.
+Added: Unamortized sales commissions were $ 0.4 million as of both December 31, 2023 and 2022.
Allowances for Doubtful Accounts and Unbilled Services
−Removed: We maintain allowances for doubtful accounts and for services performed but not yet billed based on several factors, including the estimated cash realization from amounts due from clients, an assessment of a client’s ability to make required payments, and the historical percentages of fee adjustments and write-offs by age of receivables and unbilled services.
+Added: We maintain allowances for doubtful accounts and unbilled services based on several factors, including the estimated cash realization from amounts due from clients, an assessment of a client’s ability to make required payments, and the historical percentages of fee adjustments and write-offs by age of receivables and unbilled services.
The allowances are assessed by management on a regular basis.
−Removed: These estimates may differ from actual results.
+Added: HURON CONSULTING GROUP INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in thousands, except per share amounts)
+Added: estimates may differ from actual results.
If the financial condition of a client deteriorates in the future, impacting the client’s ability to make payments, an increase to our allowance might be required or our allowance may not be sufficient to cover actual write-offs.
18 unchanged sentences
Long-term Investments
−Removed: Our long-term investments consist of our convertible debt investment in Shorelight Holdings, LLC (“Shorelight”) and preferred stock investment in Medically Home Group, Inc.
−Removed: (“Medically Home”).
+Added: Our long-term investments consist of our convertible debt investment in Shorelight Holdings, LLC (“Shorelight”) and preferred stock investment in a hospital-at-home company.
We classified the convertible debt investment in Shorelight as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date.
2 unchanged sentences
In the event there are realized gains and losses or credit allowances recognized, we will record the amount in earnings.
−Removed: We have not recognized any credit allowance on our convertible debt investment or realized gains or losses as of December 31, 2022.
+Added: We have not realized any gains or losses or recognized any credit allowance on our convertible debt investment as of December 31, 2023.
See Note 13 “Fair Value of Financial Instruments” for additional information on our convertible debt investment.
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
−Removed: We classified the preferred stock investment in Medically Home as an equity security without a readily determinable value at the time of purchase and reevaluate such classification as of each balance sheet date.
+Added: We classified the preferred stock investment in the hospital-at-home company as an equity security without a readily determinable value at the time of purchase and reevaluate such classification as of each balance sheet date.
We elected to apply the measurement alternative at the time of purchase and will continue to do so until the investment does not qualify to be so measured.
−Removed: 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.
−Removed: Any unrealized holding gains and losses resulting from observable price changes are recorded in our consolidated statement of operations.
−Removed: Following our purchase, we have not identified any impairment of our investment.
−Removed: See Note 13 “Fair Value of Financial Instruments” for additional information on our preferred stock investment and the unrealized gains recognized since our initial investment.
+Added: Under the measurement alternative, the investment is carried at cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment in the company.
+Added: 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 or if factors indicate that a significant decrease in value has occurred.
+Added: We remeasure to the fair value of the preferred stock using such identified information with changes in the fair value recorded in our consolidated statement of operations.
+Added: See Note 13 “Fair Value of Financial Instruments” for additional information on our preferred stock investment, including the cumulative unrealized gains recognized since our initial investment and the impairment loss recognized in 2023.
Fair Value of Financial Instruments
See Note 13 “Fair Value of Financial Instruments” for the accounting policies used to measure the fair value of our financial assets and liabilities that are measured at fair value on a recurring basis.
+Added: HURON CONSULTING GROUP INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in thousands, except per share amounts)
Property and Equipment
−Removed: Property and equipment are recorded at cost, less accumulated depreciation.
−Removed: Depreciation of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets.
+Added: Property and equipment is recorded at cost, less accumulated depreciation, and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term.
Software, computers, and related equipment are depreciated over an estimated useful life of two to four years .
28 unchanged sentences
Thereafter, and until the software is available for general release to customers, these software development costs are capitalized and subsequently reported at the lower of unamortized cost or net realizable value.
−Removed: These capitalized development costs are
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
−Removed: amortized in proportion to current and future revenue for each product with an annual minimum equal to the straight-line amortization over the remaining estimated economic life of the product.
−Removed: We did not capitalize any development costs for this type of software during 2022 or 2021.
+Added: These capitalized development costs are amortized in proportion to current and future revenue for each product with an annual minimum equal to the straight-line amortization over the remaining estimated economic life of the product.
+Added: We did not capitalize any material development costs for this type of software during 2023 or 2022.
We classify capitalized software development costs, which primarily relate to cloud computing applications and software for internal use, as other non-current assets on our consolidated balance sheet.
2 unchanged sentences
During the years ended December 31, 2023, 2022, and 2021, we amortized $ 6.5 million, $ 5.9 million, and $ 5.2 million, respectively, of capitalized software development costs.
+Added: Additionally, in 2023, we recognized a $ 0.3 million restructuring charge for the abandonment of a capitalized software development project.
+Added: HURON CONSULTING GROUP INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in thousands, except per share amounts)
Implementation Costs Incurred in a Cloud Computing Arrangement
4 unchanged sentences
As of December 31, 2022, gross capitalized implementation costs incurred in a cloud computing arrangement and related accumulated amortization was $ 6.5 million and $ 1.5 million, respectively.
−Removed: During the years ended December 31, 2022 and 2021, we recognized amortization of our capitalized implementation costs of $ 1.2 million and $ 0.9 million, respectively.
−Removed: We did not recognize any amortization of capitalized implementation costs in 2020.
+Added: During the years ended December 31, 2023, 2022 and 2021 we recognized amortization of our capitalized implementation costs of $ 0.7 million, $ 1.2 million and $ 0.9 million, respectively.
Of the $ 1.2 million amortization for capitalized implementation costs in 2022, $ 0.3 million was recognized as a restructuring charge as it related to accelerated amortization of capitalized software implementation costs for a cloud-computing arrangement that is no longer in use.
−Removed: Our capitalized implementation costs primarily relate to the implementation of a new enterprise resource planning (“ERP”) system.
+Added: Our capitalized implementation costs primarily relate to the implementation of a new ERP system.
In January 2021, we successfully went live with the new ERP system, and we continue to progress with additional functionality and integrations as scheduled.
7 unchanged sentences
We evaluate the recoverability of long-lived assets based on forecasted undiscounted cash flows.
−Removed: See Note 5 “Leases” and Note 11 “Restructuring Charges” for information on our operating lease right-of-use asset impairment charges recorded in 2022 and 2020 and fixed asset impairment charges recorded in 2020.
+Added: See Note 5 “Leases” and Note 11 “Restructuring Charges” for information on our operating lease ROU asset impairment charges recorded in 2023 and 2022 and fixed asset impairment charges recorded in 2023.
No material impairment charges for other long-lived assets were recorded in 2023, 2022, or 2021.
6 unchanged sentences
Healthcare, Education, and Commercial.
+Added: In 2023, we performed the annual goodwill impairment test as of November 30, 2023, pursuant to our policy, and determined that no impairment of goodwill existed as of that date.
+Added: Further, we evaluated whether any events have occurred, or any circumstances have changed since November 30, 2023 that would indicate goodwill may have become impaired since our annual impairment test.
+Added: Based on our evaluation as of December 31, 2023, we determined that no indications of impairment have arisen since our annual goodwill impairment test.
In 2022, we performed two goodwill impairment tests:
1 unchanged sentence
We did not identify any impairments during our interim or annual impairment tests performed during 2022.
−Removed: Further, we evaluated whether any events have occurred, or any circumstances have changed since November 30, 2022 that would indicate goodwill may have become impaired since
+Added: In 2021, we performed the annual goodwill impairment test as of November 30, 2021, pursuant to our policy, and determined that no impairment of goodwill existed as of that date.
+Added: See Note 4 “Goodwill and Intangible Assets” for additional information on our interim and annual goodwill impairment tests.
HURON CONSULTING GROUP INC.
1 unchanged sentence
(Tabular amounts in thousands, except per share amounts)
−Removed: our annual impairment test.
−Removed: Based on our evaluation as of December 31, 2022, we determined that no indications of impairment have arisen since our annual goodwill impairment test.
−Removed: In 2021, we performed the annual goodwill impairment test as of November 30, 2021, pursuant to our policy, and determined that no impairment of goodwill existed as of that date.
−Removed: In 2020, we performed two goodwill impairment tests:
−Removed: an interim impairment test on our Strategy and Innovation and Life Sciences reporting units in the first quarter of 2020 and the annual impairment test on all reporting units with a goodwill balance in the fourth quarter of 2020.
−Removed: As a result of the interim impairment test performed in the first quarter of 2020, we recorded total non-cash pretax goodwill impairment charges of $ 59.8 million.
−Removed: We did not identify any additional impairments during our annual impairment test performed in the fourth quarter of 2020.
−Removed: See Note 4 “Goodwill and Intangible Assets” for additional information on our interim and annual goodwill impairment tests, and the non-cash goodwill impairment charges recorded in 2020.
Business Combinations
2 unchanged sentences
The purchase price is equivalent to the fair value of consideration transferred.
−Removed: In 2021, we adopted Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805):
−Removed: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers retrospectively to all acquisitions in 2021.
−Removed: Under ASU 2021-08, contract assets and contract liabilities acquired are recorded at their carrying value under Topic 606:
+Added: The contract assets and contract liabilities acquired are recorded at their carrying value under Topic 606:
Revenue from Contracts with Customers .
−Removed: Prior to adoption of ASU 2021-08, contract assets and contract liabilities were recognized at their estimated fair values as of the acquisition date.
All other tangible assets and identifiable intangible assets acquired and liabilities assumed are recorded at fair value as of the acquisition date.
1 unchanged sentence
Contingent consideration, which is primarily based on the business achieving certain performance targets, is recognized at its fair value on the acquisition date, and changes in fair value are recognized in earnings until settled.
−Removed: Refer to Note 3 “Acquisitions and Divestitures” for additional information on our business acquisitions and refer to Note 13 “Fair Value of Financial Instruments” for additional information regarding our contingent acquisition liability balances.
+Added: Refer to Note 3 “Acquisitions and Divestiture” for additional information on our business acquisitions and refer to Note 13 “Fair Value of Financial Instruments” for additional information regarding our contingent acquisition liability balances.
Current tax liabilities and assets are recognized for the estimated taxes payable or refundable, respectively, on the tax returns for the current year.
14 unchanged sentences
Debt Issuance Costs
−Removed: We amortize the costs we incur to obtain debt financing over the contractual life of the related debt using the straight-line method for our senior secured revolving credit facility.
+Added: We amortize the costs we incur to obtain debt financing over the contractual life of the related debt using the straight-line method.
The amortization expense is included in interest expense, net of interest income in our statement of operations.
−Removed: Unamortized debt issuance costs attributable to our revolving credit facility are included as a component of other non-current assets.
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
+Added: Unamortized debt issuance costs attributable to our senior secured revolving credit facility are included as a component of other non-current assets.
Foreign Currency
3 unchanged sentences
Foreign currency transaction gains and losses are included in other income, net on the consolidated statement of operations.
−Removed: We recognized $ 0.7 million of foreign currency transaction gains in 2022, $ 0.4 million of foreign currency transaction losses in 2021, and less than $ 0.1 million of foreign currency transaction gains in 2020.
+Added: We recognized $ 0.5 million of foreign currency transaction losses in 2023, $ 0.7 million of foreign currency transaction gains in 2022, and $ 0.4 million of foreign currency transaction losses in 2021.
Segment Reporting
2 unchanged sentences
Healthcare, Education, and Commercial.
+Added: HURON CONSULTING GROUP INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in thousands, except per share amounts)
New Accounting Pronouncements
−Removed: Recently Adopted
−Removed: In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting .
−Removed: In January 2021, the FASB clarified the scope of that guidance with the issuance of ASU 2021-01, Reference Rate Reform (Topic 848):
−Removed: Together, these ASUs provide optional expedients and exceptions for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting under GAAP.
−Removed: On November 15, 2022, we entered into a Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”).
−Removed: The Amended Credit Agreement amends and restates, in its entirety, the Second Amended and Restated Credit Agreement, including amending the base interest rate from LIBOR to Term SOFR.
−Removed: Consequently, we updated the reference rate within our existing interest rate swap agreements from one month LIBOR to one month Term SOFR.
−Removed: As a result, in the fourth quarter of 2022, we adopted Accounting Standard Codification ("ASC") 848 , Reference Rate Reform, which had no impact on our consolidated financial statements.
−Removed: Refer to Note 7 "Financing Arrangements" and Note 12 "Derivative Instruments and Hedging Activity" for further discussion of the Amended Credit Agreement and our interest rate swap agreements.
−Removed: Acquisitions and Divestitures
+Added: Not Yet Adopted
+Added: On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures, which updates the segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis.
+Added: ASU 2023-07 will be effective for our annual reporting periods beginning with the fiscal year ending December 31, 2024 and for interim reporting periods beginning in fiscal year 2025, with early adoption permitted, and is required to be applied retrospectively.
+Added: We are currently evaluating the impact this guidance will have on our disclosures within our consolidated financial statements.
+Added: On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which updates annual income tax disclosures by requiring disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.
+Added: ASU 2023-09 will be effective for our annual reporting periods beginning with the fiscal year ending December 31, 2024, with early adoption permitted, and is required to be applied prospectively with the option of retrospective application.
+Added: We are currently evaluating the impact this guidance will have on our disclosures within our consolidated financial statements.
+Added: Acquisitions and Divestiture
+Added: Roundtable Analytics, Inc.
+Added: On September 1, 2023, we completed the acquisition of Roundtable Analytics, Inc.
+Added: (“Roundtable”), a healthcare analytics company.
+Added: The results of operations of Roundtable are included within our consolidated financial statements and results of operations of our Healthcare segment from the date of the acquisition.
+Added: The acquisition of Roundtable is not significant to our consolidated financial statements as of and for the year ended December 31, 2023.
On January 18, 2022, we completed the acquisition of AIMDATA, LLC (“AIMDATA”), an advisory and implementation consulting services firm focused on strategy, technology and business transformation.
2 unchanged sentences
Effective December 31, 2022, we completed the acquisition of Customer Evolution, LLC (“Customer Evolution”), a healthcare advisory and technology implementation consulting services firm.
−Removed: The results of operations of Customer Evolution will be included in our consolidated financial statements and results of operations of our Healthcare segment beginning January 1, 2023.
+Added: The results of operations of Customer Evolution are included in our consolidated financial statements and results of operations of our Healthcare segment beginning January 1, 2023.
The acquisitions of AIMDATA and Customer Evolution are not significant to our consolidated financial statements individually or in the aggregate as of and for the year ended December 31, 2022.
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
Unico Solution, Inc.
4 unchanged sentences
The results of operations were initially recognized within our legacy Business Advisory segment and subsequently allocated among our three operating industries, which are our reportable segments, based on the engagements delivered by the business.
+Added: HURON CONSULTING GROUP INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in thousands, except per share amounts)
Bad Rabbit, Inc.
12 unchanged sentences
The finalized measurement of assets acquired and liabilities assumed in the Whiteboard and Perception Health acquisitions were completed in the first quarter of 2022.
−Removed: B3i Analytics, LLC
−Removed: On August 1, 2020, we completed the acquisition of B3i Analytics, LLC (“B3i Analytics”), a software firm that provides a software as a solution (“SaaS”) application to leverage internal and external data to help higher education institutions forecast research revenue.
−Removed: The results of operations of B3i Analytics are included in our consolidated financial statements and results of operations of our Education segment from the date of acquisition.
−Removed: ForceIQ, Inc.
−Removed: On November 1, 2020, we completed the acquisition of ForceIQ, Inc.
−Removed: (“ForceIQ”), a Salesforce Industries partner focused on helping clients drive digital transformation and innovation at scale powered by the cloud.
−Removed: The acquisition expands our cloud-based technology offerings within our Digital capability.
−Removed: The results of operations of ForceIQ are included in our consolidated financial statements from the date of acquisition.
−Removed: The results of operations were initially recognized within our legacy Business Advisory segment and subsequently allocated among our three operating industries, which are our reportable segments, based on the engagements delivered by the business.
−Removed: The acquisitions of B3i Analytics and ForceIQ are not significant to our consolidated financial statements individually or in the aggregate as of and for the year ended December 31, 2020.
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
Life Sciences
On November 1, 2021, we completed the divestiture of our Life Sciences business, a reporting unit within our legacy Business Advisory segment, to a third-party.
−Removed: In connection with the sale, we recorded a $ 31.5 million pre-tax gain which is included in other income, net on our consolidated statement of operations.
+Added: In connection with the sale, we recorded a $ 31.5 million pretax gain which is included in other income, net on our consolidated statement of operations.
The Life Sciences business was not significant to our consolidated financial statements and did not qualify as a discontinued operation for reporting under GAAP.
For the ten months ended October 31, 2021, this business generated $ 16.7 million of revenues.
−Removed: Life Sciences Drug Safety Practice
−Removed: On December 30, 2020, we sold our U.K.
−Removed: life sciences drug safety business that was part of the legacy Life Sciences reporting unit to former employees.
−Removed: In connection with the sale, we recorded a $ 1.5 million loss which is included in other income, net on our consolidated statement of operations.
−Removed: life sciences drug safety practice was not significant to our consolidated financial statements and did not meet the criteria for reporting separately as discontinued operations.
−Removed: In 2020, this business generated $ 2.3 million of revenues.
+Added: HURON CONSULTING GROUP INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in thousands, except per share amounts)
Goodwill and Intangible Assets
5 unchanged sentences
Goodwill, net as of December 31, 2021 $ 434,870 $ 121,570 $ 64,439 $ 620,879
−Removed: Goodwill recorded in connection with a business combination (2)
+Added: Goodwill reallocation, net (1)
18,057 ( 1,417 ) ( 16,640 ) —
+Added: Goodwill recorded in connection with business combinations (2)
+Added: 1,287 2,082 718 4,087
Balance as of December 31, 2022:
2 unchanged sentences
Goodwill, net as of December 31, 2022 $ 454,214 $ 122,235 $ 48,517 $ 624,966
−Removed: Goodwill reallocation, net (1)
−Removed: 18,057 ( 1,417 ) ( 16,640 ) —
Goodwill recorded in connection with business combinations (2)
−Removed: 1,287 2,082 718 4,087
Balance as of December 31, 2023:
3 unchanged sentences
$ 454,959 $ 122,235 $ 48,517 $ 625,711
−Removed: (1) The balances shown prior to January 1, 2022 within the Commercial segment related to our Business Advisory segment prior to the modification of our operating model.
+Added: (1) The balances shown as of December 31, 2021 within the Commercial segment related to our Business Advisory segment prior to the modification of our operating model.
Effective January 1, 2022, we reallocated a portion of the goodwill, net of accumulated impairment losses within our Business Advisory segment to our Healthcare and Education segments.
The remaining goodwill, net of accumulated impairment losses was allocated to our new Commercial segment.
−Removed: (2) See Note 3 “Acquisitions and Divestitures” for additional information on business combinations completed in 2022, 2021 and 2020.
−Removed: First Quarter 2022 Goodwill Reallocation and Goodwill Impairment Test
−Removed: Effective January 1, 2022, we modified our operating model to expand and more deeply integrate our industry expertise with our digital, strategic and financial advisory capabilities.
−Removed: To align with the new operating model, effective with reporting for periods beginning January 1, 2022, we began reporting under the following three industries, which are our reportable segments:
−Removed: Healthcare, Education and Commercial.
−Removed: The Commercial segment includes all industries outside of healthcare and education, including, but not limited to, financial services and
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
−Removed: energy and utilities.
−Removed: In the new reporting structure, each segment includes all revenue and costs associated with engagements delivered in the respective segments' industries.
−Removed: The new Healthcare and Education segments include some revenue and costs historically reported in the Business Advisory segment and the Healthcare segment includes some revenue and costs historically reported in the Education segment.
−Removed: The three reportable segments of Healthcare, Education and Commercial are also our reporting units for goodwill impairment testing purposes.
−Removed: As a result of the reorganization, we reallocated the goodwill balances of our historical reporting units to our new reporting units based on the relative estimated fair values of each component of the historical reporting units to be allocated to the new reporting units.
−Removed: Additionally, we performed a goodwill impairment test on the goodwill balances of each of our reporting units as of January 1, 2022 by comparing the fair value of the reporting unit to its carrying value, including the reallocated goodwill.
−Removed: Based on the results of the goodwill impairment test, we determined the fair values of the Healthcare, Education, and Commercial reporting units exceeded their carrying values by 37 %, 199 %, and 105 %, respectively.
−Removed: As such, we concluded that there was no indication of goodwill impairment for all three reporting units as of January 1, 2022.
−Removed: We relied on the income approach to estimate the fair value of the reporting units for both the goodwill reallocation and the goodwill impairment test.
−Removed: The income approach utilized a discounted cash flow analysis, which involved estimating the expected after-tax cash flows that will be generated by each business and then discounting those cash flows to present value, reflecting the relevant risks associated with each reporting unit and the time value of money.
−Removed: This approach requires the use of significant estimates and assumptions, including forecasted revenue growth rates, forecasted EBITDA margins, and discount rates that reflect the risk inherent in the future cash flows.
−Removed: In estimating future cash flows, we relied on internally generated ten-year forecasts.
−Removed: Our forecasts are based on historical experience, current backlog, expected market demand, and other industry information.
+Added: See below for additional information on the modification of our operating model in 2022.
+Added: (2) See Note 3 “Acquisitions and Divestiture” for additional information on business combinations completed in 2023, 2022 and 2021.
2023 Annual Goodwill Impairment Test
4 unchanged sentences
One of the key assumptions used within the prior quantitative analysis was our internal financial projections;
−Removed: therefore, we considered the actual performance of each reporting unit during 2022 compared to the internal financial projections used, as well as specific outlooks for each reporting unit based on our most recent internal financial projections.
+Added: therefore, we considered the actual performance of each reporting unit during 2022 and 2023 compared to the internal financial projections used, as well as specific outlooks for each reporting unit based on our most recent internal financial projections.
We also reviewed the current carrying value of each reporting unit in comparison to the carrying values as of the prior quantitative analysis.
8 unchanged sentences
Any significant decline in our operations could result in non-cash goodwill impairment charges.
−Removed: First Quarter 2020 Goodwill Impairment Charges
−Removed: The worldwide spread of the COVID-19 pandemic in the first quarter of 2020 created significant volatility, uncertainty and disruption to the global economy.
−Removed: From the onset of the COVID-19 pandemic, we closely monitored the impact it could have on all aspects of our business, including how we expect it to negatively impact our clients, employees and business partners.
−Removed: While the COVID-19 pandemic did not have a significant impact on our consolidated revenues in the first quarter of 2020, we expected it to have an unfavorable impact on sales, increase uncertainty in the backlog and negatively impact full year 2020 results.
−Removed: The services provided by our Strategy and Innovation and Life Sciences reporting units within our legacy Business Advisory segment focus on strategic solutions for healthy, well-capitalized companies to identify new growth opportunities, which may be considered by our clients to be more discretionary in nature, and the duration of the projects within these practices are typically short-term.
−Removed: Therefore, at the onset of the COVID-19 pandemic in the U.S.
−Removed: and due to the uncertainty
HURON CONSULTING GROUP INC.
1 unchanged sentence
(Tabular amounts in thousands, except per share amounts)
−Removed: caused by the pandemic, we were cautious about near-term results for these two reporting units.
−Removed: Based on our internal projections and the preparation of our financial statements for the quarter ended March 31, 2020, and considering the expected decrease in demand due to the COVID-19 pandemic, during the first quarter of 2020 we believed it was more likely than not that the fair value of these two reporting units no longer exceeded their carrying values and performed an interim impairment test on both reporting units as of March 31, 2020.
−Removed: Our goodwill impairment test was performed by comparing the fair value of each of the Strategy and Innovation and Life Sciences reporting units with its respective carrying value and recognizing an impairment charge for the amount by which the carrying value exceeded the fair value.
−Removed: To estimate the fair value of each reporting unit, we relied on a combination of the income approach and the market approach with a fifty-fifty weighting.
−Removed: Based on the estimated fair values of the Strategy and Innovation and Life Sciences reporting units, we recorded non-cash pretax goodwill impairment charges of $ 49.9 million and $ 9.9 million, respectively, in the first quarter of 2020.
−Removed: The $ 49.9 million non-cash pretax charge related to the Strategy and Innovation reporting unit reduced the goodwill balance of the reporting unit to $ 37.5 million.
−Removed: The $ 9.9 million non-cash pretax charge related to the Life Sciences reporting unit reduced the goodwill balance of the reporting unit to zero.
+Added: First Quarter 2022 Goodwill Reallocation and Goodwill Impairment Test
+Added: Effective January 1, 2022, we modified our operating model to expand and more deeply integrate our industry expertise with our digital, strategic and financial advisory capabilities.
+Added: To align with the new operating model, effective with reporting for periods beginning January 1, 2022, we began reporting under the following three industries, which are our reportable segments:
+Added: Healthcare, Education and Commercial.
+Added: The Commercial segment includes all industries outside of healthcare and education, including, but not limited to, financial services and energy and utilities.
+Added: In the new reporting structure, each segment includes all revenue and costs associated with engagements delivered in the respective segments' industries.
+Added: The new Healthcare and Education segments include some revenue and costs historically reported in the Business Advisory segment and the Healthcare segment includes some revenue and costs historically reported in the Education segment.
+Added: The three reportable segments of Healthcare, Education and Commercial are also our reporting units for goodwill impairment testing purposes.
+Added: As a result of the reorganization, we reallocated the goodwill balances of our historical reporting units to our new reporting units based on the relative estimated fair values of each component of the historical reporting units to be allocated to the new reporting units.
+Added: Additionally, we performed a goodwill impairment test on the goodwill balances of each of our reporting units as of January 1, 2022 by comparing the fair value of the reporting unit to its carrying value, including the reallocated goodwill.
+Added: Based on the results of the goodwill impairment test, we determined the fair values of the Healthcare, Education, and Commercial reporting units exceeded their carrying values by 37 %, 199 %, and 105 %, respectively.
+Added: As such, we concluded that there was no indication of goodwill impairment for all three reporting units as of January 1, 2022.
+Added: We relied on the income approach to estimate the fair value of the reporting units for both the goodwill reallocation and the goodwill impairment test.
+Added: The income approach utilized a discounted cash flow analysis, which involved estimating the expected after-tax cash flows that will be generated by each business and then discounting those cash flows to present value, reflecting the relevant risks associated with each reporting unit and the time value of money.
+Added: This approach requires the use of significant estimates and assumptions, including forecasted revenue growth rates, forecasted EBITDA margins, and discount rates that reflect the risk inherent in the future cash flows.
+Added: In estimating future cash flows, we relied on internally generated ten-year forecasts.
+Added: Our forecasts are based on historical experience, current backlog, expected market demand, and other industry information.
Intangible Assets
12 unchanged sentences
720 389 920 340
−Removed: Customer contracts 1 — — 260 101
Total $ 83,586 $ 65,512 $ 94,833 $ 71,441
2 unchanged sentences
All other intangible assets with finite lives are amortized on a straight-line basis.
+Added: HURON CONSULTING GROUP INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in thousands, except per share amounts)
Intangible assets amortization expense was $ 8.2 million, $ 11.2 million, and $ 9.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.
8 unchanged sentences
We elected the practical expedient to combine lease and nonlease components.
−Removed: No lease agreements contain any residual value guarantees or
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
−Removed: material restrictive covenants.
+Added: No lease agreements contain any residual value guarantees or material restrictive covenants.
As of December 31, 2023, we have not entered into any material finance leases.
2 unchanged sentences
Operating lease right-of-use (“ROU”) assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group to which the operating lease ROU asset is assigned may not be recoverable.
−Removed: First, we test the asset group for recoverability by comparing the undiscounted cash flows of the asset group, which include expected future lease and nonlease payments under the lease agreement offset by expected sublease income, to the carrying amount of the asset group.
+Added: First, we test the asset group for recoverability by comparing the undiscounted cash flows of the asset group, which include expected future lease and nonlease payments related to the lease agreement offset by expected sublease income, to the carrying amount of the asset group.
If the first step of the long-lived asset impairment test concludes that the carrying amount of the asset group is not recoverable, we perform the second step of the long-lived asset impairment test by comparing the fair value of the asset group to its carrying amount and recognizing a lease impairment charge for the amount by which the carrying amount exceeds the fair value.
2 unchanged sentences
No lease-related impairment charges were recognized during 2021.
+Added: During 2023, we exited our office spaces in Hillsboro, Oregon and Lexington, Massachusetts, resulting in non-cash impairment charges of $ 5.4 million, of which $ 4.0 million was allocated to the operating lease ROU assets and $ 1.4 million was allocated to the related fixed assets based on their relative carrying amounts.
+Added: Additionally, in 2023, we recognized $ 0.9 million of lease-related impairment charges driven by updated sublease assumptions for our previously vacated office spaces in Hillsboro, Oregon;
+Added: New York, New York;
+Added: and Lake Oswego, Oregon.
+Added: Of the $ 0.9 million, $ 0.5 million was allocated to the fixed assets related to the office spaces and $ 0.4 million was allocated to the operating lease ROU assets based on their relative carrying amounts.
The $ 0.2 million lease-related impairment charge recognized in 2022 resulted from updated sublease assumptions for our previously vacated office space in New York City, New York and was allocated to the operating lease ROU asset.
−Removed: See below for additional information on our 2020 lease impairment charges.
−Removed: Fourth Quarter 2020 Lease Impairment Charges
−Removed: In the fourth quarter of 2020, we announced a restructuring plan to reduce operating costs to address the impact of the COVID-19 pandemic on our business.
−Removed: The restructuring plan provided for a reduction in certain leased office spaces which included a portion of our principal executive office in Chicago, Illinois;
−Removed: the remaining portion of our Lake Oswego, Oregon office;
−Removed: our Boston, Massachusetts and Detroit, Michigan offices;
−Removed: and portions of our Denver, Colorado, New York City, New York, and Pensacola, Florida offices.
−Removed: As a result, we recognized $ 13.2 million of non-cash lease-related impairment charges, of which $ 9.1 million was allocated to the operating lease ROU assets and $ 4.1 million was allocated to the related fixed assets based on their relative carrying amounts.
−Removed: The $ 13.2 million of non-cash lease-related impairment charges was recognized in restructuring charges on our consolidated statement of operations.
See Note 11 “Restructuring Charges” for additional information on our restructuring activities.
+Added: HURON CONSULTING GROUP INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in thousands, except per share amounts)
Additional information on our operating leases as of December 31, 2023 and 2022 follows.
16 unchanged sentences
See Note 11 “Restructuring Charges” for additional information on our vacated office spaces.
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
−Removed: (3) Net lease cost includes $ 0.2 million for the year ended December 31, 2020 related to vacated office spaces directly related to discontinued operations.
The table below summarizes the remaining expected lease payments under our operating leases as of December 31, 2023.
8 unchanged sentences
Cash paid for operating lease liabilities $ 13,107 $ 12,634 $ 12,573
−Removed: Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 1,908 $ 2,960 $ 1,456
+Added: Operating lease liabilities arising from obtaining operating lease right-of-use assets $ 4,678 $ 1,908 $ 2,960
Weighted average remaining lease term - operating leases 4.5 years 5.3 years 6.1 years
Weighted average discount rate - operating leases 4.4 % 4.2 % 4.1 %
+Added: HURON CONSULTING GROUP INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in thousands, except per share amounts)
Property and Equipment, Net
Depreciation expense for property and equipment was $ 10.2 million, $ 10.3 million, and $ 11.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.
−Removed: During the years ended December 2021 and 2020, we recognized an additional $ 0.4 million and $ 0.6 million, respectively, of accelerated depreciation expense for fixed assets related to vacated office spaces.
+Added: Additionally, during the years ended December 31, 2023 and 2021, we recognized less than $ 0.1 million and $ 0.4 million, respectively, of accelerated depreciation expense for fixed assets related to vacated office spaces.
There was no accelerated depreciation expense for fixed assets related to vacated office spaces during 2022.
6 unchanged sentences
Furniture and fixtures 10,066 11,386
−Removed: Aircraft — 6,800
Assets under construction 866 289
2 unchanged sentences
Property and equipment, net $ 23,728 $ 26,107
−Removed: In the first quarter of 2022, we completed the sale of the aircraft to a third-party.
−Removed: As a result of the sale, we no longer own any aircraft.
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
Financing Arrangements
−Removed: A summary of the carrying amounts of our debt follows:
−Removed: As of December 31,
−Removed: Senior secured credit facility $ 290,000 $ 230,000
−Removed: Promissory note due 2024 — 2,780
−Removed: Total long-term debt $ 290,000 $ 232,780
−Removed: Current maturities of long-term debt — ( 559 )
−Removed: Long-term debt, net of current portion $ 290,000 $ 232,221
−Removed: Senior Secured Credit Facility
−Removed: On November 15, 2022, the Company and certain of the Company's subsidiaries entered into a Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”).
−Removed: The Amended Credit Agreement amended and restated, in its entirety, the Second Amended and Restated Credit Agreement entered into as of March 31, 2015 (as amended and modified, the "Existing Credit Agreement").
−Removed: The Amended Credit Agreement consists of a $ 600 million five-year senior secured revolving credit facility that becomes due and payable in full upon maturity on November 15, 2027 .
−Removed: 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.
−Removed: The initial borrowings under the Amended Credit Agreement were used to refinance borrowings outstanding under the Existing 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.
−Removed: Fees and interest on borrowings vary based on our Consolidated Leverage Ratio (as defined in the Amended Credit Agreement).
−Removed: 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.
+Added: 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 and amended by Amendment No.
+Added: 1 (collectively, the “Amended Credit Agreement”) that becomes due and payable in full upon maturity on November 15, 2027 .
+Added: In February 2024, the Company entered into Amendment No.
+Added: 2 (the “Second Amendment”) to the Amended Credit Agreement to establish a $ 275 million term loan as discussed below under “2024 Term Loan.” Prior to the Second Amendment, the Amended Credit Agreement provided 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.
+Added: The initial borrowings under the revolving credit facility were used to refinance borrowings outstanding under a prior credit agreement, and future revolving credit facility borrowings under the Amended Credit Agreement may be used for working capital, capital expenditures, share repurchases, permitted acquisitions, and other general corporate purposes.
+Added: Fees and interest on borrowings under the revolving credit facility vary based on our Consolidated Leverage Ratio (as defined in the Amended Credit Agreement).
+Added: At our option, these borrowings 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.
+Added: 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), entered into Amendment No.
+Added: 1 to the Amended Credit Agreement (the “First Amendment”) to incorporate specified key performance indicators with respect to certain environmental, social and governance targets of the Company.
+Added: 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.
+Added: 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.
1 unchanged sentence
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.
−Removed: 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.
−Removed: 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.
+Added: The loans and obligations under the Amended Credit Agreement are secured pursuant to a Third Amended and Restated Security Agreement (the “Security Agreement”) and a Third Amended and Restated Pledge Agreement (the “Pledge Agreement”) with Bank of America, N.A.
+Added: as collateral agent, pursuant to which the Company and the subsidiary guarantors grant Bank of America, N.A., for the ratable
+Added: HURON CONSULTING GROUP INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in thousands, except per share amounts)
+Added: 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;
6 unchanged sentences
At December 31, 2023, we were in compliance with these financial covenants with a Consolidated Leverage Ratio of 1.59 to 1.00 and a Consolidated Interest Coverage Ratio of 10.85 to 1.00.
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
−Removed: Borrowings outstanding under the Amended Credit Agreement at December 31, 2022 totaled $ 290.0 million and carried a weighted average interest rate of 3.8 %, including the effect of the interest rate swaps described in Note 12 “Derivative Instruments and Hedging Activity.” Borrowings outstanding under the Existing Credit Agreement at December 31, 2021 were $ 230.0 million and carried a weighted average interest rate of 2.7 %, including the effect of the interest rate swaps in effect at that time.
−Removed: The borrowing capacity under the revolving credit facility is reduced by any outstanding borrowings under the revolving credit facility and outstanding letters of credit.
+Added: Borrowings outstanding under the revolving credit facility at December 31, 2023 totaled $ 324.0 million and are classified as long-term debt in our consolidated balance sheet.
+Added: These borrowings carried a weighted average interest rate of 4.2 %, including the effect of the interest rate swaps described in Note 12 “Derivative Instruments and Hedging Activity.” Borrowings outstanding under the revolving credit facility 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.
+Added: The borrowing capacity under the Amended Credit Agreement is reduced by any outstanding borrowings under the agreement and outstanding letters of credit.
At December 31, 2023, we had outstanding letters of credit totaling $ 0.5 million, which are used as security deposits for our office facilities.
−Removed: As of December 31, 2022, the unused borrowing capacity under the revolving credit facility was $ 309.3 million.
−Removed: Promissory Note due 2024
−Removed: On June 30, 2017, in conjunction with our purchase of an aircraft related to the acquisition of Innosight, we assumed from the sellers of the aircraft, a promissory note with an outstanding principal balance of $ 5.1 million.
−Removed: In the first quarter of 2022, we completed the sale of the aircraft to a third-party and used a portion of the sale proceeds to pay the remaining principal and unpaid interest on the promissory note.
−Removed: Prior to the repayment of the promissory note, the principal balance of the promissory note was subject to scheduled monthly principal payments until the maturity date of March 1, 2024 .
−Removed: Under the terms of the promissory note, we paid interest on the outstanding principal amount at a rate of one month LIBOR plus 1.97% per annum.
−Removed: At December 31, 2021, the outstanding principal amount of the promissory note was $ 2.8 million, and the aircraft had a carrying amount of $ 3.7 million.
−Removed: As a result of the sale, we recognized a gain of $1.0 million in the first quarter of 2022 and we no longer own any aircraft.
+Added: As of December 31, 2023, the unused borrowing capacity under the Amended Credit Agreement was $ 275.5 million.
+Added: 2024 Term Loan
+Added: In February 2024, the Company entered into Amendment No.2 to the Amended Credit Agreement (the “Second Amendment”), which established a $ 275 million term loan facility (the “Term Loan”) under the Amended Credit Agreement (as amended to date, the “Current Credit Agreement”).
+Added: The Term Loan is subject to scheduled quarterly amortization payments of $ 3.4 million beginning June 30, 2024 through the maturity date of November 15, 2027 , at which time the outstanding principal balance and all accrued interest will be due.
+Added: Additionally, the Second Amendment provided for the option to increase the revolving credit facility or establish additional 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 Current Credit Agreement of $ 1.13 billion.
+Added: The proceeds of the Term Loan will be used to reduce borrowings under the Company's revolving credit facility.
+Added: Interest on the Term Loan varies based on our Consolidated Leverage Ratio (as defined in the Current Credit Agreement).
+Added: At our option, the Term Loan will bear interest at one, three or six month Term SOFR plus the applicable margin.
+Added: The applicable margin will range between 1.625 % per annum and 2.375 % per annum based upon our Consolidated Leverage Ratio at such time and subject to the adjustments allowed for performance against certain environmental, social and governance targets of the Company as outlined in the First Amendment.
+Added: The Current Credit Agreement maintains the same prepayment provisions, usual and customary representations and warranties, fee pricing schedule, and affirmative and negative covenants as the Amended Credit Agreement discussed above;
+Added: and is secured pursuant to the Security Agreement and the Pledge Agreement discussed above.
Capital Structure
3 unchanged sentences
As of December 31, 2023 and 2022, no such preferred stock has been approved or issued.
+Added: HURON CONSULTING GROUP INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in thousands, except per share amounts)
We are authorized to issue up to 500,000,000 shares of common stock, par value $ .01 per share.
2 unchanged sentences
In the event of any liquidation, dissolution or winding-up of our affairs, after payment of all of our debts and liabilities and subject to the rights and preferences of the holders of any series of preferred stock that may at the time be outstanding, holders of common stock will be entitled to receive the distribution of any of our remaining assets.
−Removed: For the years ended December 31, 2022, 2021 and 2020 we recognized revenues of $1.13 billion, $905.6 million, and $844.1 million, respectively.
+Added: For the years ended December 31, 2023, 2022 and 2021 we recognized revenues of $1.36 billion, $1.13 billion, and $905.6 million, respectively.
Of the $1.36 billion recognized in 2023, we recognized revenues of $ 10.9 million from obligations satisfied, or partially satisfied, in prior periods, of which $ 9.6 million was primarily due to changes in the estimates of our variable consideration under performance-based billing arrangements and $ 1.3 million was primarily due to the release of allowances on receivables from clients and unbilled services.
−Removed: Of the $905.6 million recognized in 2021, we recognized revenues of $ 22.9 million from obligations satisfied, or partially satisfied, in prior periods, of which $ 14.6 million was primarily due to changes in the estimates of our variable consideration under performance-based billing arrangements and $ 8.3 million was primarily due to the release of allowances on receivables from clients and unbilled services.
+Added: Of the $1.13 billion recognized in 2022, we recognized revenues of $ 7.6 million from obligations satisfied, or partially satisfied, in prior periods, of which $ 5.3 million was primarily due to changes in the estimates of our variable consideration under performance-based billing arrangements and $ 2.3 million was primarily due to the release of allowances on receivables from clients and unbilled services.
Of the $905.6 million recognized in 2021, we recognized revenues of $ 22.9 million from obligations satisfied, or partially satisfied, in prior periods, of which $ 14.6 million was primarily due to changes in the estimates of our variable consideration under performance-based billing arrangements and $ 8.3 million was primarily due to the release of allowances on receivables from clients and unbilled services.
3 unchanged sentences
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.
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
Contract Assets and Liabilities
3 unchanged sentences
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.
−Removed: The contract asset balance as of December 31, 2022 and 2021 was $ 50.2 million and $ 23.7 million, respectively.
+Added: The contract asset balance, net as of December 31, 2023 and 2022 was $ 70.1 million and $ 50.2 million, respectively.
The $ 19.9 million increase primarily reflects timing differences between the completion of our performance obligations and the amounts billed or billable to clients in accordance with their contractual billing terms.
Client prepayments and retainers are classified as deferred revenues and recognized over future periods in accordance with the applicable engagement agreement and our revenue recognition accounting policy.
−Removed: Our deferred revenues balance as of December 31, 2022 and December 31, 2021 was $ 21.9 million and $ 19.2 million respectively.
+Added: Our deferred revenues balance as of December 31, 2023 and 2022 was $ 22.5 million and $ 21.9 million respectively.
The $ 0.6 million increase primarily reflects timing differences between client payments in accordance with their contract terms and the completion of our performance obligations.
1 unchanged sentence
For the year ended December 31, 2022, $ 18.5 million of revenues recognized were included in the deferred revenue balance as of December 31, 2021.
+Added: HURON CONSULTING GROUP INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in thousands, except per share amounts)
Earnings Per Share
2 unchanged sentences
Such securities or other contracts include unvested restricted stock awards, unvested restricted stock units, and outstanding common stock options, to the extent dilutive.
−Removed: In periods for which we report a net loss from continuing operations, diluted weighted average common shares outstanding excludes all potential common stock equivalents as their impact on diluted net loss from continuing operations per share would be anti-dilutive.
−Removed: Earnings (loss) per share under the basic and diluted computations are as follows:
+Added: In periods for which we report a net loss from continuing operations, 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.
+Added: Earnings per share under the basic and diluted computations are as follows:
Year Ended December 31,
2023 2022 2021
−Removed: Net income (loss) from continuing operations $ 75,552 $ 62,987 $ ( 23,718 )
−Removed: Loss from discontinued operations, net of tax — — ( 122 )
−Removed: Net income (loss) $ 75,552 $ 62,987 $ ( 23,840 )
+Added: Net income $ 62,479 $ 75,552 $ 62,987
Weighted average common shares outstanding—basic 18,832 20,249 21,439
1 unchanged sentence
Weighted average common shares outstanding—diluted 19,601 20,746 21,809
−Removed: Net earnings (loss) per basic share:
−Removed: Net income (loss) from continuing operations $ 3.73 $ 2.94 $ ( 1.08 )
−Removed: Loss from discontinued operations, net of tax — — ( 0.01 )
−Removed: Net income (loss) $ 3.73 $ 2.94 $ ( 1.09 )
−Removed: Net earnings (loss) per diluted share:
−Removed: Net income (loss) from continuing operations $ 3.64 $ 2.89 $ ( 1.08 )
−Removed: Loss from discontinued operations, net of tax — — ( 0.01 )
−Removed: Net income (loss) $ 3.64 $ 2.89 $ ( 1.09 )
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
+Added: Net income per basic share $ 3.32 $ 3.73 $ 2.94
+Added: Net income per diluted share $ 3.19 $ 3.64 $ 2.89
The number of anti-dilutive securities excluded from the computation of the weighted average common stock equivalents presented above at December 31, 2023, 2022 and 2021 was 0.1 million, 0.2 million and 0.1 million, respectively, and related to unvested restricted stock and outstanding common stock options.
−Removed: Share Repurchase Programs
−Removed: In November 2020, our board of directors authorized a share repurchase program (the "2020 Share Repurchase Program") permitting us to repurchase up to $ 50 million of our common stock through December 31, 2021.
−Removed: The 2020 Share Repurchase Program was authorized subsequent to the expiration of our prior share repurchase program (the “2015 Share Repurchase Program”) on October 31, 2020.
−Removed: The 2015 Share Repurchase Program permitted us to repurchase up to $ 125 million of our common stock through October 31, 2020.
+Added: Share Repurchase Program
+Added: 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.
The share repurchase program has been subsequently extended and increased, most recently in the fourth quarter of 2023.
The current authorization extends the share repurchase program through December 31, 2024 with a repurchase amount of $ 400 million.
−Removed: The amount and timing of repurchases under the share repurchase programs 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.
−Removed: During 2022, we repurchased and retired 2,037,752 shares for $ 121.3 million under the 2020 Share Repurchase Program, including 15,200 shares for $ 1.1 million which settled in the first quarter of 2023.
−Removed: Additionally, during the first quarter of 2022, we settled the repurchase of 3,820 shares for $ 0.2 million that were accrued as of December 31, 2021.
−Removed: During 2021, we repurchased and retired 1,265,261 shares for $ 64.8 million under the 2020 Share Repurchase Program, including the 3,820 shares for $ 0.2 million which settled in the first quarter of 2022.
−Removed: During 2020, we repurchased and retired 313,998 shares for $ 20.9 million under the 2015 Share Repurchase Program and 111,166 shares for $ 5.0 million under the 2020 Share Repurchase Program.
−Removed: Additionally, during the first quarter of 2020, we settled the repurchase of 18,000 shares for $ 1.2 million that were accrued as of December 31, 2019.
+Added: 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.
+Added: During 2023, we repurchased and retired 1,461,815 shares for $ 123.6 million, including 10,000 shares for $ 1.0 million which settled in the first quarter of 2024.
+Added: Additionally, during 2023, we settled the repurchase of 15,200 shares for $ 1.1 million that were accrued as of December 31, 2022 and accrued $ 0.9 million of excise taxes on the net share repurchases in 2023.
+Added: During 2022, we repurchased and retired 2,037,752 shares for $ 121.3 million, including the 15,200 shares for $ 1.1 million which settled in the first quarter of 2023.
+Added: Additionally, during 2022, we settled the repurchase of 3,820 shares for $ 0.2 million that were accrued as of December 31, 2021.
+Added: During 2021, we repurchased and retired 1,265,261 shares for $ 64.8 million, including 3,820 shares for $ 0.2 million which settled in the first quarter of 2022.
As of December 31, 2023, $ 86.2 million remained available for share repurchases under our share repurchase program.
Restructuring Charges
−Removed: In 2022, we incurred $9.9 million of total pretax restructuring expense, which consisted of the following charges:
−Removed: Employee Costs - We incurred $ 5.7 million of severance-related restructuring expense as a result of workforce reductions to better align resources with market demand.
+Added: In 2023, we incurred $11.6 million of total restructuring charges, which consisted of the following:
+Added: Employee costs - We incurred $ 3.0 million of severance-related restructuring expense as a result of strategic workforce adjustments to better align our resources with market demand.
+Added: HURON CONSULTING GROUP INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in thousands, except per share amounts)
+Added: Office space reductions - We incurred $ 8.1 million of restructuring expense related to office space reductions.
+Added: During 2023, we exited our office spaces in Hillsboro, Oregon and Lexington, Massachusetts, resulting in non-cash impairment charges of $ 1.9 million and $ 3.5 million , respectively, on the related operating lease ROU assets and fixed assets.
+Added: Additionally, in 2023, we recognized $ 1.8 million for rent and related expenses, net of sublease income, for previously vacated office spaces and $ 0.9 million related to non-cash lease impairment charges driven by updated sublease assumptions for previously vacated office spaces.
+Added: Other - We incurred $ 0.5 million of other restructuring charges, which primarily related to the abandonment of a capitalized software development project.
+Added: Of the total $11.6 million restructuring charge, $ 8.2 million was recognized in our corporate operations, $ 2.0 million was recognized in our Commercial segment, $ 1.3 million was recognized in our Healthcare segment, and $ 0.1 million was recognized in our Education segment.
+Added: In 2022, we incurred $9.9 million million of total restructuring charges, which consisted of the following:
+Added: Employee costs - We incurred $ 5.7 million of severance-related restructuring expense as a result of strategic workforce adjustments to better align our resources with market demand.
Office space reductions - We incurred $ 2.5 million of restructuring expense related to office space reductions, of which $ 2.3 million related to rent and related expenses, net of sublease income, for previously vacated office spaces and $ 0.2 million related to a non-cash lease impairment charge driven by updated sublease assumptions for a previously vacated office space.
Other - We incurred $ 1.7 million of other restructuring charges, of which $ 0.7 million related to third-party professional advisory fees related to the modification of our operating model, $ 0.6 million related to the early termination of a contract, $ 0.3 million related to the accelerated amortization of capitalized software implementation costs for a cloud-computing arrangement that is no longer in use, and $ 0.1 million related to the divestiture of our Life Sciences business in the fourth quarter of 2021.
−Removed: Of the total $9.9 million pretax restructuring charge, $ 3.9 million was recognized in our Education segment, $ 3.7 million was recognized in our corporate operations, $ 1.6 million was recognized in our Commercial segment, and $ 0.7 million was recognized in our Healthcare segment.
−Removed: In 2021, we incurred $12.4 million of total pretax restructuring expense.
−Removed: Of the $12.4 million pretax restructuring expense, $ 8.5 million related to the divestiture of our Life Sciences business.
−Removed: On November 1, 2021, we completed the sale of the Life Sciences business to a third-party, and recognized a $ 31.5 million pre-tax gain which is included within other income (expense), net on our consolidated statement of operations.
−Removed: The total pretax restructuring expense of $12.4 million recognized in 2021 consisted of the following charges:
+Added: Of the total $9.9 million restructuring charge, $ 3.9 million was recognized in our Education segment, $ 3.7 million was recognized in our corporate operations, $ 1.6 million was recognized in our Commercial segment, and $ 0.7 million was recognized in our Healthcare segment.
+Added: In 2021, we incurred $12.4 million of total restructuring charges.
+Added: Of the $12.4 million restructuring charge, $ 8.5 million related to the divestiture of our Life Sciences business.
+Added: On November 1, 2021, we completed the sale of the Life Sciences business to a third-party, and recognized a $ 31.5 million pretax gain which is included within other income (expense), net on our consolidated statement of operations.
+Added: The total restructuring charge of $12.4 million recognized in 2021 consisted of the following:
Employee Costs - We incurred $ 8.1 million of employee-related restructuring expense, of which $ 6.8 million related to transaction-related employee payments made in connection with the divestiture of our Life Sciences businesses and $ 1.3 million related to other employee-related expenses.
−Removed: Office space reductions - We incurred $ 3.1 million of restructuring expense related to office space reductions, of which $ 2.3 million related to rent and related expenses, net of sublease income, and accelerated depreciation on furniture and fixtures for previously vacated office
+Added: Office space reductions - We incurred $ 3.1 million of restructuring expense related to office space reductions, of which $ 2.3 million related to rent and related expenses, net of sublease income, and accelerated depreciation on furniture and fixtures for previously vacated office spaces and $ 0.8 million related to accelerated amortization and depreciation on the operating lease ROU asset and fixed assets related to our London, U.K.
+Added: office which we vacated in connection with the divestiture of our Life Sciences business.
+Added: Other - We incurred $ 1.2 million of other restructuring charges, of which $ 0.9 million related to third-party legal and professional advisory fees incurred in connection with the divestiture of our Life Sciences business and $ 0.2 million related to third-party professional advisory fees related to the modification of our operating model.
+Added: Of the total $12.4 million restructuring charge, $ 7.7 million was recognized in the Commercial segment, $ 4.5 million was recognized in our corporate operations, $ 0.1 million was recognized in our Healthcare segment, and $ 0.1 million was recognized in our Education segment.
HURON CONSULTING GROUP INC.
1 unchanged sentence
(Tabular amounts in thousands, except per share amounts)
−Removed: spaces and $ 0.8 million related to accelerated amortization and depreciation on the operating lease ROU asset and fixed assets related to our London, U.K.
−Removed: office which we vacated in connection with the divestiture of our Life Sciences business.
−Removed: Other - We incurred $ 1.2 million of other restructuring charges, of which $ 0.9 million related to third-party legal and professional advisory fees incurred in connection with the divestiture of our Life Sciences business and $ 0.2 million related to third-party professional advisory fees related to the modification of our operating model.
−Removed: Of the total $12.4 million pretax restructuring charge, $ 7.7 million was recognized in the Commercial segment, $ 4.5 million was recognized in our corporate operations, $ 0.1 million was recognized in our Healthcare segment, and $ 0.1 million was recognized in our Education segment.
−Removed: In 2020, we incurred $20.5 million of total pretax restructuring expense.
−Removed: Of the $20.5 million pretax restructuring expense, $ 18.7 million related to the restructuring plan executed in the fourth quarter of 2020 to reduce operating costs to address the impact of the COVID-19 pandemic on our business.
−Removed: The total pretax restructuring expense of $20.5 million recognized in 2020 consisted of the following charges:
−Removed: Employee Costs - We incurred $ 5.3 million of severance-related restructuring expense, of which, $ 4.8 million related to the fourth quarter 2020 restructuring plan and $ 0.4 million related to workforce reductions completed prior to the fourth quarter of 2020 to better align resources with market demand.
−Removed: Office space reductions - We incurred $ 14.0 million of restructuring expense related to office space reductions, which primarily related to the fourth quarter 2020 restructuring plan.
−Removed: The fourth quarter 2020 restructuring plan provided for a reduction in certain leased office spaces which included a portion of our principal executive office in Chicago, Illinois;
−Removed: the remaining portion of our Lake Oswego, Oregon office;
−Removed: our Boston, Massachusetts and Detroit, Michigan offices;
−Removed: and portions of our Denver, Colorado, New York City, New York, and Pensacola, Florida offices.
−Removed: As a result, we recognized $ 13.2 million of non-cash lease impairment charges on the related operating lease ROU assets and fixed assets for those we intend to sublease, as well as $ 0.7 million of accelerated amortization and depreciation on the related operating lease ROU assets and fixed assets we abandoned.
−Removed: See Note 5 “Leases” for additional information on the long-lived asset impairment test performed in 2020.
−Removed: We also incurred $ 0.1 million related to rent and related expenses, net of sublease income, for previously vacated office spaces.
−Removed: Other - We incurred $ 1.2 million of other restructuring charges primarily related to an accrual for the termination of a third-party advisor agreement.
−Removed: Of the total $20.5 million pretax restructuring charge, $ 14.8 million related to our corporate operations, $ 2.1 million was recognized in our Commercial segment, $ 1.8 million was recognized in our Education segment, and $ 1.8 million was recognized in our Healthcare segment.
The table below sets forth the changes in the carrying amount of our restructuring charge liability by restructuring type for the years ended December 31, 2023 and 2022.
13 unchanged sentences
Adjustments (1)
−Removed: 11 201 40 252
Balance as of December 31, 2023
1 unchanged sentence
(1) Additions and adjustments exclude non-cash items related to vacated office spaces, such as lease impairment charges and accelerated depreciation on abandoned operating lease ROU assets and fixed assets, which are recorded as restructuring charges on our consolidated statements of operations.
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
−Removed: All of the $ 3.8 million restructuring charge liability related to employee costs at December 31, 2022 is expected to be paid in the next 15 months and is included as a component of accrued payroll and related benefits and deferred compensation and other liabilities.
−Removed: All of the $ 0.6 million other restructuring charge liability at December 31, 2022 is expected to be paid in the next 12 months and is included as a component of accrued expenses and other current liabilities.
+Added: All of the $ 1.4 million restructuring charge liability related to employee costs at December 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.
+Added: All of the $ 0.5 million other restructuring charge liability at December 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 Hedging Activity
−Removed: 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 operations in India.
+Added: 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.
+Added: 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.
−Removed: 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.
+Added: Therefore, changes in the fair value of the interest rate swaps and foreign exchange forward contracts are recorded to other comprehensive income to the extent effective and reclassified to earnings upon settlement.
Interest Rate Swaps
−Removed: As of December 31, 2022 and 2021, we were party to forward interest rate swap agreements with an aggregate notional amount of $ 200.0 million.
−Removed: In the fourth quarter of 2022, in conjunction with the amendment to our senior secured credit facility which, among other items, amended the base rate of our variable-rate borrowings from LIBOR to Term SOFR, we updated the reference rate within our interest rate swap agreements from LIBOR to Term SOFR.
−Removed: Under the terms of the updated 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.
−Removed: Prior to updating our interest rate swap agreements, we received from the counterparty interest on the notional amount based on one month LIBOR and we paid to the counterparty a stated, fixed rate.
−Removed: The forward interest rate swap agreements in effect as of December 31, 2022 have staggered maturities through August 31, 2027.
−Removed: As of December 31, 2022, it was anticipated that $ 4.8 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.
+Added: We are party to forward interest rate swap agreements with aggregate notional amounts of $ 250.0 million and $ 200.0 million as of December 31, 2023 and 2022, respectively.
+Added: 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.
+Added: The forward interest rate swap agreements have staggered maturities through February 29, 2028 .
+Added: As of December 31, 2023, it was anticipated that $ 5.2 million of the gains, net of tax, related to interest rate swaps currently recorded in accumulated other comprehensive income will be reclassified into earnings in our consolidated statement of operations within the next 12 months.
Foreign Exchange Forward Contracts
−Removed: As of December 31, 2022, we were party to non-deliverable foreign exchange forward contracts with an aggregate notional amount of INR 657.9 million, or $ 8.0 million based on the exchange rate in effect as of December 31, 2022.
−Removed: These foreign exchange forward contracts will mature monthly through September 2023 to hedge a portion of our forecasted monthly Indian Rupee-denominated expenses against foreign currency fluctuation with the United States dollar.
−Removed: As of December 31, 2022, it was anticipated that $ 0.1 million of the losses, 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.
+Added: We are party to non-deliverable foreign exchange forward contracts that are scheduled to mature monthly through December 31, 2024 .
+Added: As of December 31, 2023 and 2022, the aggregate notional amounts of these contracts were INR 1,375.7 million, or $ 16.6 million, and INR 657.9 million, or $ 8.0 million, respectively, based on the exchange rates in effect as of each period end.
+Added: As of December 31, 2023, it was anticipated that all of the $ 0.1 million losses, net of tax, related to foreign exchange forward contracts currently recorded in accumulated other comprehensive income will be reclassified into earnings in our consolidated statement of operations within the next 12 months.
HURON CONSULTING GROUP INC.
7 unchanged sentences
Total Assets $ 7,546 $ 12,239
−Removed: Interest rate swaps Accrued expenses and other current liabilities $ — $ 1,604
Interest rate swaps Deferred compensation and other liabilities 307 —
22 unchanged sentences
December 31, 2023
−Removed: Interest rate swap $ — $ 12,239 $ — $ 12,239
+Added: Interest rate swaps $ — $ 7,546 $ — $ 7,546
Convertible debt investment — — 68,046 68,046
1 unchanged sentence
Total assets $ — $ 42,372 $ 68,046 $ 110,418
+Added: Interest rate swap $ — $ 307 $ — $ 307
Foreign exchange forward contracts — 70 — 70
−Removed: Contingent consideration for business acquisition — — 3,190 3,190
+Added: Contingent consideration for business acquisitions — — 2,074 2,074
Total liabilities $ — $ 377 $ 2,074 $ 2,451
December 31, 2022
−Removed: Interest rate swap $ — $ 627 $ — $ 627
+Added: Interest rate swaps $ — $ 12,239 $ — $ 12,239
Convertible debt investment — — 57,563 57,563
1 unchanged sentence
Total assets $ — $ 42,114 $ 57,563 $ 99,677
−Removed: Interest rate swaps
−Removed: $ — $ 1,170 $ — $ 1,170
−Removed: Contingent consideration for business acquisition — — 3,743 3,743
+Added: Foreign exchange forward contracts $ — $ 120 $ — $ 120
+Added: Contingent consideration for business acquisitions — — 3,190 3,190
Total liabilities $ — $ 120 $ 3,190 $ 3,310
Interest rate swaps:
−Removed: 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 swap utilizing market-based inputs and discount rates reflecting the risks involved.
+Added: 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.
See Note 12 “Derivative Instruments and Hedging Activity” for additional information on our interest rate swaps.
5 unchanged sentences
(Tabular amounts in thousands, except per share amounts)
+Added: Deferred compensation assets:
+Added: 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.
+Added: The deferred compensation liability is funded by the Plan assets, which consist of life insurance policies maintained within a trust.
+Added: 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.
+Added: The cash surrender value of the life insurance policies is invested primarily in mutual funds.
+Added: The Plan assets are included in other non-current assets in our consolidated balance sheets.
+Added: 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.
−Removed: Effective December 31, 2022, we amended the investment to, among other items, extend the maturity date from January 17, 2024 to January 17, 2027, unless converted earlier.
−Removed: To determine the appropriate accounting treatment for our initial investment, we performed a variable interest entity (“VIE”) analysis and concluded that Shorelight does not meet the definition of a VIE.
+Added: The convertible notes will mature on January 17, 2027 , unless converted earlier.
+Added: 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.
1 unchanged sentence
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.
−Removed: We have not identified any changes to Shorelight or our investment, including the amendment effective in the fourth quarter of 2022, that would change our classification of the investment as an available-for-sale debt security.
+Added: 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.
+Added: The carrying value is recorded in long-term investments in our consolidated balance sheets.
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.
−Removed: The hybrid analysis utilizes certain assumptions including the assumed holding period through the maturity date, which was January 17, 2027 and January 17, 2024 for the valuations performed as of December 31, 2022 and 2021, respectively;
+Added: The hybrid analysis utilizes certain assumptions including the assumed holding period through the maturity date of January 17, 2027 for the valuations performed as of December 31, 2023 and 2022;
the applicable waterfall distribution at the end of the expected holding period based on the rights and privileges of the various instruments;
3 unchanged sentences
Actual results may differ from our estimates.
−Removed: The fair value of the convertible debt investment is recorded in long-term investments on our consolidated balance sheets.
The table below sets forth the changes in the balance of the convertible debt investment for the years ended December 31, 2023 and 2022.
5 unchanged sentences
Balance as of December 31, 2023
−Removed: Deferred compensation assets:
−Removed: 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.
−Removed: The deferred compensation liability is fully funded by the Plan assets, which consist of life insurance policies maintained within a trust.
−Removed: 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.
−Removed: The cash surrender value of the life insurance policies is invested primarily in mutual funds.
−Removed: The Plan assets are included in other non-current assets on our consolidated balance sheets.
−Removed: Realized and unrealized gains (losses) from the deferred compensation assets are recorded to other income (expense), net in our consolidated statements of operations.
Contingent consideration for business acquisitions:
1 unchanged sentence
These fair value measurements are based on significant inputs not observable in the market and thus represent Level 3 inputs.
−Removed: 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 5.5 % as of December 31, 2022.
−Removed: As of December 31, 2021, the discount rate used in the fair value measurements of our contingent consideration was in a range of 2.4 % to 5.1 % with a weighted average of 3.7 %.
−Removed: The weighted average discount rate was calculated using the relative fair values of the contingent consideration as of December 31, 2021.
+Added: 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 6.3 % as of December 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.
9 unchanged sentences
Acquisition 1,185
+Added: Payment ( 1,379 )
Change in fair value ( 359 )
6 unchanged sentences
Preferred Stock Investment
−Removed: In the fourth quarter of 2019, we invested $ 5.0 million in Medically Home Group, Inc.
−Removed: (“Medically Home”), a hospital-at-home company.
+Added: In the fourth quarter of 2019, we invested $ 5.0 million in a hospital-at-home company.
The investment was made in the form of preferred stock.
−Removed: 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.
+Added: To determine the appropriate accounting treatment for our preferred stock investment, we performed a VIE analysis and concluded that the company 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.
−Removed: 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.
+Added: After we reviewed all of the terms of the investment, we concluded the appropriate accounting treatment for our investment 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.
−Removed: Under the measurement alternative, the investment is carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment in Medically Home.
−Removed: 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.
−Removed: During the years ended December 31, 2022 and 2020, we recognized unrealized gains of $ 27.0 million and $ 1.7 million, for cumulative unrealized gains of $ 28.6 million, based on observable price changes of preferred stock issued by Medically Home with similar rights and preferences to our preferred stock investment, a Level 2 input.
−Removed: These unrealized gains were recorded to other income (expense), net in our consolidated statement of operations.
−Removed: There were no observable price changes in 2021, nor have we identified any impairments of our investment since inception.
−Removed: As of December 31, 2022 and 2021, the carrying of our preferred stock investment was $ 33.6 million and $ 6.7 million, respectively.
+Added: Under the measurement alternative, the investment is carried at cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same company.
+Added: 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 or if factors indicate that a significant decrease in value has occurred.
+Added: We remeasure to the fair value of the preferred stock using such identified information with changes in the fair value recorded in our consolidated statement of operations.
+Added: In the fourth quarter of 2023, we recognized a non-cash impairment loss of $ 26.3 million on our preferred stock investment based on the valuation established in a new round of financing expected to close in early 2024.
+Added: During the first quarter of 2022, we recognized a non-cash unrealized gain of $ 27.0 million, based on the observable price change of preferred stock issued by the company with similar rights and preferences to our preferred stock investment, a Level 2 input.
+Added: The non-cash impairment loss and unrealized gain were recorded to other income (expense), net in our consolidated statement of operations.
+Added: There were no observable price changes in 2023 or 2021.
+Added: Since our initial investment, we have recognized cumulative unrealized gains of $ 28.6 million and cumulative unrealized losses of $ 26.3 million.
+Added: As of December 31, 2023 and 2022, the carrying value of our preferred stock investment was $ 7.4 million and $ 33.6 million, respectively.
Senior Secured Credit Facility
2 unchanged sentences
Refer to Note 7 “Financing Arrangements” for additional information on our senior secured credit facility.
−Removed: Promissory Note due 2024
−Removed: In the first quarter of 2022, we completed the sale of our aircraft to a third-party and used a portion of the sale proceeds to pay the remaining principal and unpaid interest on our promissory note due 2024.
−Removed: The carrying value of our promissory note due 2024 was stated at cost.
−Removed: The carrying value approximated fair value, using Level 2 inputs, as the promissory note bore interest at rates based on then-current market rates as set forth in the terms of the promissory note.
−Removed: Refer to Note 7 “Financing Arrangements” for additional information on our promissory note due 2024.
Cash and Cash Equivalents and Other Financial Instruments
12 unchanged sentences
157 — — — 157
+Added: Reclassification adjustments into earnings, net of tax of $ 0 (2)
+Added: ( 1,082 ) — — — ( 1,082 )
Unrealized gain (loss) on investments:
10 unchanged sentences
( 1,890 ) — — — ( 1,890 )
−Removed: Reclassification adjustments into earnings, net of tax of $ 0 (2)
−Removed: ( 1,082 ) ( 1,082 )
Unrealized gain (loss) on investments:
7 unchanged sentences
— — ( 489 ) — ( 489 )
+Added: Foreign exchange forward contracts:
+Added: Change in fair value, net of tax of $ 43
+Added: — — — ( 120 ) ( 120 )
+Added: Reclassification adjustment into earnings, net of tax of $( 11 )
Balance as of December 31, 2022 ( 3,033 ) 12,228 9,012 ( 88 ) 18,119
12 unchanged sentences
Change in fair value, net of tax of $( 13 )
−Removed: — — ( 120 ) ( 120 )
Reclassification adjustment into earnings, net of tax of $( 1 )
Balance as of December 31, 2023 $ ( 2,521 ) $ 20,039 $ 5,361 $ ( 52 ) $ 22,827
−Removed: (1) 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.
+Added: (1) 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, on our consolidated statement of operations.
+Added: The related tax amounts reclassified from accumulated other comprehensive income are recorded to income tax expense (benefit) on our consolidated statement of operations.
Refer to Note 12 “Derivative Instruments and Hedging Activity” for additional information on our derivative instruments.
−Removed: (2) In connection with the divestiture of the Life Sciences business, which included a substantially complete liquidation of an investment within a foreign entity, we included $1.1 million of accumulated translation gains in the calculation of our gain on sale recorded within other income, net on our consolidated statement of operations.
−Removed: See Note 3 "Acquisitions and Divestitures" for additional information on the divestiture of the Life Sciences business in 2021.
HURON CONSULTING GROUP INC.
1 unchanged sentence
(Tabular amounts in thousands, except per share amounts)
+Added: (2) In connection with the divestiture of the Life Sciences business, which included a substantially complete liquidation of an investment within a foreign entity, we included $1.1 million of accumulated translation gains in the calculation of our gain on sale recorded within other income, net on our consolidated statement of operations.
+Added: See Note 3 “Acquisitions and Divestiture” for additional information on the divestiture of the Life Sciences business in 2021.
Employee Benefit and Deferred Compensation Plans
11 unchanged sentences
Equity Incentive Plans
−Removed: In 2012, Huron adopted the 2012 Omnibus Incentive Plan (the “2012 Plan”) which replaced, on a prospective basis, our 2004 Omnibus Stock Plan (the "2004 Plan") such that future grants will be granted under the 2012 Plan and any outstanding awards granted under the 2004 Plan that are cancelled, expired, forfeited, settled in cash, or otherwise terminated without a delivery of shares to the participant will not become available for grant under the 2012 Plan.
−Removed: The 2012 Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other share-based or cash-based awards valued in whole or in part by reference to, or otherwise based on, our common stock.
+Added: We grant share-based awards under the Company's 2012 Omnibus Incentive Plan (the “2012 Plan”) which permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other share-based or cash-based awards valued in whole or in part by reference to, or otherwise based on, our common stock.
Subsequent to the initial approval of the 2012 Plan and through December 31, 2023, our shareholders approved amendments to the 2012 Plan to increase the number of shares authorized for issuance to 5.4 million, in the aggregate.
As of December 31, 2023, 1.1 million shares remain available for issuance under the 2012 Plan.
−Removed: On May 1, 2015, we adopted the Stock Ownership Participation Program (the “SOPP”), which is available to Huron employees below the managing director level who do not receive equity-based awards as part of their normal compensation plan.
−Removed: Under the SOPP, eligible employees may elect to use after-tax payroll deductions to purchase shares of the Company’s common stock on certain designated purchase dates.
+Added: On May 1, 2015, we adopted the Stock Ownership Participation Program (the “SOPP”), which is available to Huron employees below the principal and managing director level who do not receive equity-based awards as part of their normal compensation plan.
+Added: Under the SOPP, eligible employees may elect to use after-tax payroll deductions or cash contributions to purchase shares of the Company’s common stock on certain designated purchase dates.
Employees who purchase stock under the SOPP are granted restricted stock equal to 25 % of their purchased shares.
1 unchanged sentence
Subsequent to the initial approval of the SOPP and through December 31, 2023, our shareholders approved amendments to the SOPP to increase the total number of shares authorized for issuance to 0.7 million, in the aggregate.
−Removed: Prior to the adoption of the SOPP, the matching share grants and the employee purchased shares under the stock ownership participation program were governed by the 2012 Plan.
As of December 31, 2023, 0.1 million shares remain available for issuance under the SOPP.
1 unchanged sentence
Certain grants of restricted stock under the 2012 Plan may be issued from treasury stock at the direction of the Compensation Committee.
−Removed: Share-based awards outstanding under our 2012 Plan and our 2004 Plan provide for a retirement eligibility provision, under which eligible employees who have reached 62 years of age and have completed seven years of employment with Huron will continue vesting in their share-based awards after retirement, subject to certain conditions.
The Compensation Committee of the board of directors has the responsibility of interpreting the 2012 Plan and SOPP and determining all of the terms and conditions of awards made under the plans, including when the awards will become exercisable or otherwise vest.
+Added: Share-based awards outstanding under our 2012 Plan provide for a retirement eligibility provision, under which eligible employees who have reached 62 years of age and have completed seven years of employment with Huron will continue vesting in their share-based awards after retirement, subject to certain conditions.
Total share-based compensation cost recognized for the years ended December 31, 2023, 2022, and 2021 was $ 45.7 million, $ 31.0 million, and $ 25.9 million, respectively, with related income tax benefits of $ 9.3 million, $ 6.8 million, and $ 6.3 million, respectively.
19 unchanged sentences
Performance-based Share Awards
−Removed: The total number of shares earned by recipients of performance-based share awards is contingent upon meeting practice specific and company-wide performance goals.
+Added: The total number of shares earned by recipients of performance-based share awards is contingent upon meeting practice specific and/or company-wide performance goals.
Following the performance period, certain awards are subject to the completion of a service period, which is generally an additional two years .
23 unchanged sentences
Performance-based Stock Options
−Removed: During 2022, the Company granted performance-based stock options which are earned by the recipients contingent upon meeting practice specific goals.
+Added: Beginning in 2022, the Company granted performance-based stock options which are earned by the recipients contingent upon meeting practice specific goals.
Following the performance period, these awards are subject to the completion of a service period of an additional two years .
These earned awards vest on a graded vesting schedule over the service period.
−Removed: For certain performance-based stock options, the recipients may earn additional options for performance achieved above the stated target.
The performance-based stock options were granted at exercise prices equal to the fair value of the Company’s common stock on the date of grant.
1 unchanged sentence
Our performance-based stock options have a contractual term of 7 years.
−Removed: The fair values of the performance-based stock options granted during 2022 were calculated using the Black-Scholes option pricing model using the following assumptions:
+Added: The fair values of the performance-based stock options granted during 2023 and 2022 were calculated using the Black-Scholes option pricing model using the following assumptions:
Black-Scholes performance-based option pricing model:
2 unchanged sentences
Risk-free rate 4.4 %
−Removed: Expected option life (in years) 4.5 years
+Added: 1.6 % / 2.6 %
+Added: Expected option life (in years) 4.5 years 4.5 years
Expected volatility was based on our historical stock prices as we believe that our historical volatility provides the most reliable indication of future volatility and sufficient historical daily stock price observations are available.
9 unchanged sentences
Outstanding at December 31, 2022 171 $ 48.19 6.2 $ 4.2
+Added: Exercised ( 20 ) $ 48.22 $ 0.8
Forfeited or expired ( 58 ) $ 50.54
5 unchanged sentences
Actual options earned may be below or, for certain grants, above the target based on the achievement of specific financial goals.
−Removed: (3) All of the outstanding performance-based stock options as of December 31, 2022 were unearned and subject to achievement of specific financial goals.
+Added: (3) Of the 181,000 outstanding performance-based stock options as of December 31, 2023, 84,249 were unearned and subject to achievement of specific financial goals.
Once earned, the options will be subject to time-based vesting according to the terms of the award.
Based on 2023 financial results, approximately 13,751 of the 84,249 unearned options will be forfeited in the first quarter of 2024.
−Removed: The weighted average grant date fair value of stock options granted during 2022 was $ 17.00 .
−Removed: No performance-based stock options were granted or exercised in 2021 and 2020.
+Added: The weighted average grant date fair value of the performance-based stock options granted during 2023 and 2022 was $ 32.27 and $ 17.00 , respectively.
+Added: No performance-based stock options were granted in 2021.
+Added: No performance-based stock options were exercised in 2022 and 2021.
Time-vested Stock Options
34 unchanged sentences
The aggregate intrinsic value of time-vested stock options exercised during 2022 and 2021 was $ 0.5 million and $ 0.4 million, respectively.
−Removed: In March 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law, which is an approximately $2 trillion emergency economic stimulus package in response to the COVID-19 outbreak, which among other items, includes income tax provisions relating to net operating loss carryback period, options to defer payroll tax payments for a limited period and technical corrections to tax depreciation methods for qualified improvement property.
−Removed: As a result of the CARES Act, we recognized a $ 1.5 million tax benefit related to the remeasurement of a portion of our income tax receivable for the federal net operating losses incurred in 2018 and 2020 that were carried back to prior year income, both for a refund at the higher, prior year tax rate.
+Added: In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law, which among other items, includes income tax provisions relating to net operating loss carryback period, options to defer payroll tax payments for a limited period and technical corrections to tax depreciation methods for qualified improvement property.
As a result of electing the retroactive Global Intangible Low-Taxed Income (“GILTI”) high-tax exclusion in the second quarter of 2021, we recognized a $ 1.0 million tax benefit of which $ 0.4 million related to carrying back our increased 2018 federal net operating loss to prior year income for a refund at the higher, prior year tax rate.
−Removed: During the third quarter of 2021, we recognized an additional tax benefit of $ 2.0 million, primarily related to the U.S.
+Added: Additionally, during the third quarter of 2021, we recognized an additional tax benefit of $ 2.0 million, primarily related to the U.S.
federal return to provision adjustments for carrying back our increased 2020 federal net operating loss to prior year income for a refund at the higher, prior year tax rate.
−Removed: During 2020, we deferred $ 12.2 million of payroll tax payments, which was all repaid in the third quarter of 2021.
HURON CONSULTING GROUP INC.
1 unchanged sentence
(Tabular amounts in thousands, except per share amounts)
−Removed: The income tax expense for continuing operations for the years ended December 31, 2022, 2021, and 2020 consisted of the following:
+Added: The income tax expense (benefit) for the years ended December 31, 2023, 2022, and 2021 consisted of the following:
Year Ended December 31,
2023 2022 2021
+Added: Current taxes:
Federal $ 15,229 $ 7,130 $ ( 934 )
1 unchanged sentence
Foreign 6,553 4,123 3,529
−Removed: Total current 14,240 4,569 ( 296 )
+Added: Total current expense
+Added: 27,598 14,240 4,569
+Added: Deferred taxes:
Federal ( 4,516 ) 14,645 10,951
1 unchanged sentence
Foreign ( 730 ) 101 ( 843 )
−Removed: Total deferred 18,785 12,480 ( 9,859 )
−Removed: Income tax expense for continuing operations $ 33,025 $ 17,049 $ ( 10,155 )
−Removed: The components of income from continuing operations before taxes were as follows:
+Added: Total deferred expense (benefit)
+Added: ( 6,182 ) 18,785 12,480
+Added: Income tax expense $ 21,416 $ 33,025 $ 17,049
+Added: The components of income before taxes were as follows:
Year Ended December 31,
4 unchanged sentences
A reconciliation of the U.S.
−Removed: statutory income tax rate to our effective tax rate for continuing operations is as follows:
+Added: statutory income tax rate to our effective tax rate is as follows:
Year Ended December 31,
2023 2022 2021
−Removed: Percent of pretax income from continuing operations:
+Added: Percent of pretax income:
statutory tax rate 21.0 % 21.0 % 21.0 %
State income taxes, net of federal benefit 5.8 6.1 5.2
−Removed: Valuation allowance 2.6 1.1 ( 3.1 )
Disallowed executive compensation 3.7 1.9 1.2
−Removed: Realized investment gains/losses 1.4 ( 1.1 ) 2.6
−Removed: Foreign source income 1.2 ( 0.2 ) 0.5
Meals and entertainment 0.9 0.1 0.1
+Added: Valuation allowance 0.4 2.6 1.1
+Added: Foreign source income 0.2 1.2 ( 0.2 )
Stock-based compensation ( 2.9 ) 0.1 ( 0.7 )
−Removed: Deferred tax adjustments ( 2.7 ) ( 0.2 ) 1.7
Tax credits ( 1.8 ) ( 1.0 ) ( 1.3 )
+Added: Realized investment losses/gains ( 1.2 ) 1.4 ( 1.1 )
+Added: Deferred tax adjustments ( 0.3 ) ( 2.7 ) ( 0.2 )
CARES Act net operating loss carryback — — ( 3.8 )
−Removed: Goodwill impairment charges — — ( 2.6 )
−Removed: Unrecognized tax benefits — — ( 2.0 )
Other ( 0.3 ) ( 0.3 ) —
−Removed: Effective income tax rate for continuing operations 30.4 % 21.3 % 30.0 %
+Added: Effective income tax rate 25.5 % 30.4 % 21.3 %
HURON CONSULTING GROUP INC.
9 unchanged sentences
Net operating loss carryforwards 3,508 3,304
+Added: Software development costs 1,749 —
Tax credits 1,609 1,813
5 unchanged sentences
Intangibles and goodwill ( 44,454 ) ( 35,588 )
+Added: Convertible debt investment ( 7,067 ) ( 4,421 )
Operating lease right-of-use assets ( 6,898 ) ( 8,354 )
+Added: Prepaid expenses ( 2,917 ) ( 2,220 )
+Added: Property and equipment ( 2,547 ) ( 3,021 )
Preferred stock investment ( 617 ) ( 7,613 )
−Removed: Convertible debt investment ( 4,421 ) ( 6,604 )
Software development costs — ( 4,195 )
−Removed: Property and equipment ( 3,021 ) ( 2,730 )
−Removed: Prepaid expenses ( 2,220 ) ( 2,137 )
Other ( 4,587 ) ( 5,600 )
1 unchanged sentence
Net deferred tax liabilities $ ( 25,872 ) $ ( 30,592 )
−Removed: As of December 31, 2022 and 2021, we had valuation allowances of $5.7 million and $2.9 million, respectively, primarily due to uncertainties relating to the ability to realize deferred tax assets recorded for foreign losses and tax credits.
−Removed: The increase in valuation allowances in 2022 primarily related to an increase in foreign losses.
−Removed: We have foreign net operating losses of $ 3.2 million which begin to expire in 2027 and state net operating loss carryforwards of $ 0.1 million which will begin to expire in 2040, if not utilized.
+Added: As of both December 31, 2023 and 2022, we had valuation allowances of $5.7 million, primarily due to uncertainties relating to the ability to utilize deferred tax assets recorded for foreign losses and tax credits.
+Added: The Company has foreign net operating losses of $ 3.5 million which begin to expire in 2027 and state net operating loss carryforwards of $ 0.1 million which will begin to expire in 2040, if not utilized.
We have federal tax credit carryforwards of $ 1.6 million which will begin to expire in 2030, if not utilized.
4 unchanged sentences
Balance at January 1, 2021
−Removed: Additions based on tax positions related to prior years 694
Balance at December 31, 2021 744
−Removed: Balance at December 31, 2021 744
−Removed: Decrease due to laps of statue of limitations ( 101 )
+Added: Decrease due to lapse of statue of limitations ( 101 )
Decrease based on tax positions related to prior years ( 50 )
Balance at December 31, 2022 593
−Removed: As December 31, 2022 and 2021, we had $0.6 million and $0.7 million of unrecognized tax benefits, respectively, which would affect the effective tax rate of continuing operations if recognized.
−Removed: It is reasonably possible that approximately $ 0.6 million of the liability for
+Added: Decrease due to lapse of statue of limitations ( 593 )
+Added: Balance at December 31, 2023 $ —
+Added: As of December 31, 2022, we had $0.6 million of unrecognized tax benefits, which would affect the effective tax rate if recognized.
+Added: There was no unrecognized tax benefit as of December 31, 2023.
HURON CONSULTING GROUP INC.
1 unchanged sentence
(Tabular amounts in thousands, except per share amounts)
−Removed: unrecognized tax benefits at December 31, 2022 could decrease in the next twelve months primarily due to the expiration of statutes of limitations.
−Removed: As of both December 31, 2022 and 2021, we had $ 0.1 million accrued for the potential payment of interest and penalties.
−Removed: Accrued interest and penalties are recorded as a component of provision for income taxes on our consolidated statement of operations.
+Added: As December 31, 2022, we had $ 0.1 million accrued for the potential payment of interest and penalties.
+Added: No potential payment of interest and penalties was accrued as of December 31, 2023.
+Added: Accrued interest and penalties are recorded as a component of provision for income taxes on our consolidated statement of earnings.
We file income tax returns with federal, state, local and foreign jurisdictions.
9 unchanged sentences
See Note 5 “Leases” for additional information on our leases, including the remaining expected lease payments under our operating leases as of December 31, 2023.
−Removed: On November 9, 2018, Huron Consulting Services LLC, a wholly owned subsidiary of Huron, was engaged by Oaktree Medical Centre LLC, a management services organization (“Oaktree”), to perform interim management and financial advisory services.
−Removed: As part of the services, a Huron employee was appointed by Oaktree’s board of directors to serve as Chief Restructuring Officer of Oaktree (the “CRO”).
−Removed: The engagement letter through which Oaktree retained Huron’s services (the “Engagement Letter”) states that all disputes or claims arising thereunder are subject to binding arbitration, disclaims special, consequential, incidental and exemplary damages and losses and caps liability to the fees paid for the portion of the engagement giving rise to any liability.
−Removed: On September 19, 2019, Oaktree and certain of its affiliates filed for Chapter 7 liquidation in the U.S.
−Removed: Bankruptcy Court for the Western District of North Carolina, with the cases subsequently transferred to the District of South Carolina.
−Removed: As a result of the bankruptcy filing, a Chapter 7 trustee was appointed to oversee the bankruptcy estates, at which time Huron’s services for Oaktree concluded.
−Removed: In April 2021, Trustee’s counsel communicated in writing to Huron its intent to pursue various claims against Huron and the CRO, among others, on behalf of the bankruptcy estates related to the services carried out by Huron and the CRO during the engagement.
−Removed: On September 17, 2021, the Trustee filed a complaint in the Bankruptcy Court for the District of South Carolina against Huron and the CRO, among others (the “Complaint”), alleging breach of fiduciary duty, aiding and abetting a breach of fiduciary duty, negligence, violations of the South Carolina Unfair Trade Practices Act, fraud, civil conspiracy, unjust enrichment, and recovery of avoided transfers under sections 547, 548 and 550 of the Bankruptcy Code.
−Removed: On December 7, 2021, the Trustee filed an amended version of the Complaint (the “Amended Complaint”), generally alleging the same claims asserted in the initial Complaint but (i) removing the claim for a violation of the South Carolina Unfair Trade Practices Act and (ii) adding a claim for breach of contract.
−Removed: In the Amended Complaint, the Trustee asserted that Huron and the CRO, among others, did not develop and implement a Chapter 11 restructuring plan on a timely basis and that their failure to do so led to significant damages.
−Removed: The Trustee sought an unspecified amount of monetary damages in the Amended Complaint.
−Removed: We believe the Trustee’s allegations with respect to Huron and the CRO are without merit.
−Removed: On December 21, 2021, we filed a motion to dismiss all of the claims in the Amended Complaint.
−Removed: On April 19, 2022, the bankruptcy court entered an order staying all of the Trustee’s claims against Huron and the CRO after (i) finding that the state law claims were subject to arbitration and (ii) exercising its discretion to stay the non-state-law claims pending the arbitration proceeding.
−Removed: The Trustee did not appeal the court’s order prior to the deadline of May 3, 2022.
−Removed: In October 2022, Huron, the CRO and the Trustee reached agreement on a settlement which provides for the Trustee’s dismissal of the Amended Complaint with prejudice as it relates to Huron and the CRO and a mutual release of claims in exchange for a settlement payment to the Trustee of $ 1.5 million.
−Removed: As a result, we increased our accrued liability and insurance receivable to $ 1.5 million as of September 30, 2022, which had a net zero impact in our consolidated statement of operations.
−Removed: In the fourth quarter of 2022, the settlement agreement was approved by the Bankruptcy Court and the settlement payment was made to the Trustee.
−Removed: Thereafter, the case was dismissed with prejudice as it relates to Huron and the CRO.
−Removed: HURON CONSULTING GROUP INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Tabular amounts in thousands, except per share amounts)
From time to time, we are involved in legal proceedings and litigation arising in the ordinary course of business.
1 unchanged sentence
However, due to the risks and uncertainties inherent in legal proceedings, actual results could differ from current expected results.
−Removed: Guarantees in the form of letters of credit totaling $ 0.7 million were outstanding at both December 31, 2022 and 2021 to support certain office lease obligations.
+Added: Guarantees in the form of letters of credit totaling $ 0.5 million and $ 0.7 million were outstanding at December 31, 2023 and 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.
6 unchanged sentences
Healthcare, Education, and Commercial.
−Removed: Effective January 1, 2022, we modified our operating model to expand and more deeply integrate our industry expertise with our digital, strategic and financial advisory capabilities.
−Removed: The new operating model strengthens Huron’s go-to-market strategy, drives efficiencies that support margin expansion, and positions the company to accelerate growth.
−Removed: To align with the new operating model, effective with reporting for periods beginning January 1, 2022, we began reporting under the following three industries, which are our reportable segments:
−Removed: Healthcare, Education and Commercial.
−Removed: The Commercial segment includes all industries outside of healthcare and education, including, but not limited to, financial services and energy and utilities.
−Removed: In the new reporting structure, each segment includes all revenue and costs associated with engagements delivered in the respective segments' industries.
−Removed: The new Healthcare and Education segments include some revenue and costs historically reported in the Business Advisory segment and the Healthcare segment includes some revenue and costs historically reported in the Education segment.
−Removed: We also provide revenue reporting across two principal capabilities:
−Removed: i) Consulting and Managed Services and ii) Digital.
−Removed: These changes improve visibility into the core drivers of our business.
−Removed: While our consolidated results have not been impacted, our historical segment information has been recast for consistent presentation.
Our Healthcare segment serves acute care providers, including national and regional health systems;
1 unchanged sentence
community health systems;
+Added: the federal health system;
and public, children’s and critical access hospitals, and non-acute care providers, including physician practices and medical groups;
and long-term care or post-acute providers.
−Removed: Our Healthcare professionals have a depth of expertise in business operations, including financial and operational improvement, care transformation, and revenue cycle managed services;
−Removed: digital solutions, spanning technology and analytic-related services and a portfolio of software products;
+Added: Our healthcare-focused services and products include financial and operational performance improvement consulting, which spans revenue cycle, cost and care delivery transformation;
+Added: digital offerings, spanning technology and analytic-related services, including enterprise health record (“EHR”), ERP and enterprise performance management (“EPM”), customer relationship management (“CRM”), data management and technology managed services, and a portfolio of software products;
organizational transformation;
−Removed: financial advisory and strategy and innovation.
−Removed: 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;
−Removed: changing the way care is delivered, particularly in light of personnel shortages, and improving access to care;
−Removed: and evolving their digital capabilities to more effectively manage their business.
−Removed: Our solutions help clients adapt to this rapidly changing healthcare environment to become a more agile, efficient and consumer-centric organization.
−Removed: 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.
+Added: revenue cycle managed services and outsourcing;
+Added: financial and capital advisory consulting;
+Added: and strategy and innovation consulting.
HURON CONSULTING GROUP INC.
2 unchanged sentences
Our Education segment serves public and private colleges and universities, research institutes and other education-related organizations.
−Removed: Our Education professionals have a depth of expertise in strategy and innovation;
−Removed: business operations, including the research enterprise and student and alumni lifecycle;
−Removed: 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;
−Removed: and organizational transformation.
−Removed: 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.
−Removed: 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;
−Removed: strengthening research strategies and support services;
−Removed: evolving their organizational strategy;
−Removed: optimizing financial and operational performance;
−Removed: applying innovative enrollment strategies;
−Removed: and enhancing the student lifecycle.
+Added: Our education and research-focused services and products include our digital offerings, spanning technology and analytic-related services, including student information systems, ERP and EPM, CRM, data management and technology managed services and our Huron Research Suite product suite (the leading software suite designed to facilitate and improve research administration service delivery and compliance);
+Added: our research-focused consulting and managed services;
+Added: and our strategy and operations consulting services, which span finance and accounting and operations to organization and talent strategy and student and academic strategy.
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.
2 unchanged sentences
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.
−Removed: 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.
−Removed: In today’s disruptive environment, organizations must reimagine their historical strategies and financial and operating models to sustain and advance their competitive advantage.
−Removed: 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;
−Removed: developing analytics and insights to identify the needs of tomorrow’s customers, evolve their strategies, and bring new products to market;
−Removed: managing through stressed and distressed situations to create a viable path forward for stakeholders;
−Removed: and providing financial, risk and regulatory advisory offerings.
+Added: Our Commercial professionals use their deep industry, functional and technical expertise to deliver our digital services and software products, financial advisory (special situation advisory and corporate finance advisory) services, and strategy and innovation consulting services.
Segment operating income consists of the revenues generated by a segment, less operating expenses that are incurred directly by the segment.
24 unchanged sentences
Other operating expenses 174,762 136,459 127,020
+Added: Restructuring charges 8,204 3,686 4,525
Depreciation and amortization 17,886 20,271 20,634
−Removed: Goodwill impairment charges (1)
−Removed: Operating income (loss) 99,760 52,839 ( 28,852 )
+Added: Operating income 125,348 99,760 52,839
Other income (expense), net ( 41,453 ) 8,817 27,197
−Removed: Income (loss) from continuing operations before taxes $ 108,577 $ 80,036 $ ( 33,873 )
−Removed: (1) The goodwill impairment charges are not allocated at the segment level because the underlying goodwill asset is reflective of our corporate investment in the segments.
−Removed: We do not include the impact of goodwill impairment charges in our evaluation of segment performance.
+Added: Income before taxes $ 83,895 $ 108,577 $ 80,036
HURON CONSULTING GROUP INC.
36 unchanged sentences
To the extent we write-off accounts receivable due to a client’s inability to pay, the charge is recognized as a component of selling, general and administrative expenses.
+Added: HURON CONSULTING GROUP INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Tabular amounts in thousands, except per share amounts)
+Added: Subsequent Event
+Added: On February 11, 2024, we entered into an agreement to acquire Grenzebach Glier and Associates, Inc.
+Added: (“GG+A”), a philanthropic management consulting firm that helps education institutions and healthcare, arts and other nonprofit organizations build and accelerate the philanthropic programs that support their mission.
+Added: The transaction is expected to close in March 2024, subject to customary closing conditions.
+Added: The results of operations of GG+A will be included within our consolidated financial statements and results of operations of our Education segment from the date of acquisition.
+Added: We do not expect the acquisition of GG+A to be significant to our consolidated financial statements.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.