|
|
|
|
|
Delaware
|
|
36-2681268
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
Title of Each Class
|
|
Trading Symbol
|
|
Name of Each Exchange On Which Registered
|
Common Stock, $0.01 par value
|
|
HSII
|
|
Nasdaq Stock Market LLC
(Nasdaq Global Stock Market)
|
|
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
x
|
Non-Accelerated filer
|
|
¨
|
|
Smaller reporting company
|
¨
|
Emerging growth company
|
|
¨
|
|
|
|
|
|
|
PAGE
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
Item 15.
|
||
|
•
|
Analyzing the client’s business needs in order to understand its organizational structure, relationships and culture, advising the client as to the required set of skills and experiences for the position, and identifying with the client the other characteristics desired of the successful candidate;
|
•
|
Selecting, contacting, interviewing and evaluating candidates on the basis of experience and potential cultural fit with the client organization;
|
•
|
Presenting confidential written reports on the candidates who potentially fit the position specification;
|
•
|
Scheduling a mutually convenient meeting between the client and each candidate;
|
•
|
Completing reference checks on the final candidate selected by the client; and
|
•
|
Assisting the client in structuring compensation packages and supporting the successful candidate’s integration into the client team.
|
•
|
Fortune 1000 companies;
|
•
|
Major U.S. and non-U.S. companies;
|
•
|
Middle market and emerging growth companies;
|
•
|
Governmental, higher education and not-for-profit organizations; and
|
•
|
Other leading private and public entities.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Executive Search
|
|
|
|
|
|
|
|||
Americas
|
|
58
|
%
|
|
57
|
%
|
|
55
|
%
|
Europe
|
|
19
|
%
|
|
20
|
%
|
|
20
|
%
|
Asia Pacific
|
|
14
|
%
|
|
14
|
%
|
|
14
|
%
|
Heidrick Consulting
|
|
9
|
%
|
|
9
|
%
|
|
11
|
%
|
|
|
Percentage of Billings
|
|||||||
Global Industry Practices
|
|
2019
|
|
2018
|
|
2017
|
|||
Financial Services
|
|
26
|
%
|
|
28
|
%
|
|
27
|
%
|
Industrial
|
|
21
|
|
|
21
|
|
|
18
|
|
Global Technology & Services
|
|
21
|
|
|
20
|
|
|
22
|
|
Consumer Markets
|
|
17
|
|
|
16
|
|
|
17
|
|
Healthcare & Life Sciences
|
|
12
|
|
|
11
|
|
|
12
|
|
Education, Non-Profit & Social Enterprise
|
|
3
|
|
|
4
|
|
|
4
|
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
diversion of management attention;
|
•
|
failure to successfully further develop the acquired business;
|
•
|
amortization of intangible assets, adversely affecting our reported results of operations;
|
•
|
inability to retain and/or integrate the management, key personnel and other employees of the acquired business;
|
•
|
inability to properly integrate businesses resulting in operating inefficiencies;
|
•
|
inability to establish uniform standards, disclosure controls and procedures, internal control over financial reporting and other systems, procedures and policies in a timely manner;
|
•
|
inability to retain the acquired company’s clients;
|
•
|
exposure to legal claims for activities of the acquired business prior to acquisition; and
|
•
|
inability to generate revenues to offset any new liabilities assumed and expenses associated with an acquired business.
|
•
|
limitations on the removal of directors;
|
•
|
limitations on stockholder actions; and
|
•
|
the ability to issue one or more series of preferred stock by action of our Board of Directors.
|
|
Square
Footage |
|
Americas
|
259,661
|
|
Europe
|
111,337
|
|
Asia Pacific
|
89,265
|
|
Total
|
460,263
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(in thousands, except per share and other operating data)
|
||||||||||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue before reimbursements (net revenue)
|
|
$
|
706,924
|
|
|
$
|
716,023
|
|
|
$
|
621,400
|
|
|
$
|
582,390
|
|
|
$
|
531,139
|
|
Reimbursements
|
|
18,690
|
|
|
19,632
|
|
|
18,656
|
|
|
18,516
|
|
|
17,172
|
|
|||||
Total revenue
|
|
725,614
|
|
|
735,655
|
|
|
640,056
|
|
|
600,906
|
|
|
548,311
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries and benefits
|
|
501,791
|
|
|
506,349
|
|
|
434,219
|
|
|
400,070
|
|
|
369,385
|
|
|||||
General and administrative expenses
|
|
137,492
|
|
|
140,817
|
|
|
147,316
|
|
|
147,087
|
|
|
127,692
|
|
|||||
Impairment charges (1)
|
|
—
|
|
|
—
|
|
|
50,722
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring charges (2)
|
|
4,130
|
|
|
—
|
|
|
15,666
|
|
|
—
|
|
|
—
|
|
|||||
Reimbursed expenses
|
|
18,690
|
|
|
19,632
|
|
|
18,656
|
|
|
18,516
|
|
|
17,172
|
|
|||||
Total operating expenses
|
|
662,103
|
|
|
666,798
|
|
|
666,579
|
|
|
565,673
|
|
|
514,249
|
|
|||||
Operating income (loss)
|
|
63,511
|
|
|
68,857
|
|
|
(26,523
|
)
|
|
35,233
|
|
|
34,062
|
|
|||||
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest, net
|
|
2,880
|
|
|
1,141
|
|
|
385
|
|
|
244
|
|
|
(122
|
)
|
|||||
Other, net
|
|
2,898
|
|
|
494
|
|
|
(3,280
|
)
|
|
2,289
|
|
|
(2,386
|
)
|
|||||
Net non-operating income (expense)
|
|
5,778
|
|
|
1,635
|
|
|
(2,895
|
)
|
|
2,533
|
|
|
(2,508
|
)
|
|||||
Income (loss) before income taxes
|
|
69,289
|
|
|
70,492
|
|
|
(29,418
|
)
|
|
37,766
|
|
|
31,554
|
|
|||||
Provision for income taxes
|
|
22,420
|
|
|
21,197
|
|
|
19,217
|
|
|
22,353
|
|
|
14,422
|
|
|||||
Net income (loss)
|
|
$
|
46,869
|
|
|
$
|
49,295
|
|
|
$
|
(48,635
|
)
|
|
$
|
15,413
|
|
|
$
|
17,132
|
|
Basic weighted average common shares outstanding
|
|
19,103
|
|
|
18,917
|
|
|
18,735
|
|
|
18,540
|
|
|
18,334
|
|
|||||
Diluted weighted average common shares outstanding
|
|
19,551
|
|
|
19,532
|
|
|
18,735
|
|
|
18,939
|
|
|
18,715
|
|
|||||
Basic net income (loss) per common share
|
|
$
|
2.45
|
|
|
$
|
2.61
|
|
|
$
|
(2.60
|
)
|
|
$
|
0.83
|
|
|
$
|
0.93
|
|
Diluted net income (loss) per common share
|
|
$
|
2.40
|
|
|
$
|
2.52
|
|
|
$
|
(2.60
|
)
|
|
$
|
0.81
|
|
|
$
|
0.92
|
|
Cash dividends paid per share
|
|
$
|
0.60
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
Balance Sheet Data (at end of period):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital (3)
|
|
$
|
149,140
|
|
|
$
|
131,916
|
|
|
$
|
77,998
|
|
|
$
|
77,838
|
|
|
$
|
79,533
|
|
Total assets (3)
|
|
844,173
|
|
|
700,629
|
|
|
587,204
|
|
|
581,502
|
|
|
572,718
|
|
|||||
Long-term debt, less current maturities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ equity
|
|
309,115
|
|
|
267,156
|
|
|
212,705
|
|
|
258,590
|
|
|
254,802
|
|
(1)
|
Includes impairment charges of $50.7 million related to Heidrick Consulting in 2017 (See Note 9, Goodwill and Other Intangible Assets).
|
(2)
|
Includes restructuring charges of $4.1 million and $15.7 million in 2019 and 2017, respectively. The 2019 charges primarily consist of employee-related costs associated with severance arrangements. The 2017 charges consist of $13.1 million of employee-related costs associated with severance arrangements, $2.3 million in professional fees and other expenses and $0.3 million in real estate related expenses (See Note 15, Restructuring).
|
(3)
|
As adjusted for the adoption of ASU No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes in 2015.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Revenue before reimbursements (net revenue)
|
|
$
|
706,924
|
|
|
$
|
716,023
|
|
|
$
|
621,400
|
|
Reimbursements
|
|
18,690
|
|
|
19,632
|
|
|
18,656
|
|
|||
Total revenue
|
|
725,614
|
|
|
735,655
|
|
|
640,056
|
|
|||
Operating Expenses
|
|
|
|
|
|
|
||||||
Salaries and benefits
|
|
501,791
|
|
|
506,349
|
|
|
434,219
|
|
|||
General and administrative expenses
|
|
137,492
|
|
|
140,817
|
|
|
147,316
|
|
|||
Impairment charges (1)
|
|
—
|
|
|
—
|
|
|
50,722
|
|
|||
Restructuring charges (2)
|
|
4,130
|
|
|
—
|
|
|
15,666
|
|
|||
Reimbursed expenses
|
|
18,690
|
|
|
19,632
|
|
|
18,656
|
|
|||
Total operating expenses
|
|
662,103
|
|
|
666,798
|
|
|
666,579
|
|
|||
Operating income (loss)
|
|
63,511
|
|
|
68,857
|
|
|
(26,523
|
)
|
|||
Non-operating income (expense)
|
|
|
|
|
|
|
||||||
Interest, net
|
|
2,880
|
|
|
1,141
|
|
|
385
|
|
|||
Other, net
|
|
2,898
|
|
|
494
|
|
|
(3,280
|
)
|
|||
Net non-operating income (expense)
|
|
5,778
|
|
|
1,635
|
|
|
(2,895
|
)
|
|||
Income (loss) before taxes
|
|
69,289
|
|
|
70,492
|
|
|
(29,418
|
)
|
|||
Provision for income taxes
|
|
22,420
|
|
|
21,197
|
|
|
19,217
|
|
|||
Net income (loss)
|
|
$
|
46,869
|
|
|
$
|
49,295
|
|
|
$
|
(48,635
|
)
|
Basic weighted average common shares outstanding
|
|
19,103
|
|
|
18,917
|
|
|
18,735
|
|
|||
Diluted weighted average common shares outstanding
|
|
19,551
|
|
|
19,532
|
|
|
18,735
|
|
|||
Basic net income (loss) per common share
|
|
$
|
2.45
|
|
|
$
|
2.61
|
|
|
$
|
(2.60
|
)
|
Diluted net income (loss) per common share
|
|
$
|
2.40
|
|
|
$
|
2.52
|
|
|
$
|
(2.60
|
)
|
Cash dividends paid per share
|
|
$
|
0.60
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
(1)
|
Includes impairment charges of $50.7 million related to Heidrick Consulting in 2017 (See Note 9, Goodwill and Other Intangible Assets).
|
(2)
|
Includes restructuring charges of $4.1 million in 2019 and $15.7 million in 2017. The 2019 charges consist primarily of employee-related costs associated with severance arrangements. The 2017 charges consist of $13.1 million of employee-related costs associated with severance arrangements, $2.3 million in professional fees and other expenses and $0.3 million in real estate related expenses (See Note 15, Restructuring).
|
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Revenue:
|
|
|
|
|
|
|
|||
Revenue before reimbursements (net revenue)
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Reimbursements
|
|
2.6
|
|
|
2.7
|
|
|
3.0
|
|
Total revenue
|
|
102.6
|
|
|
102.7
|
|
|
103.0
|
|
Operating expenses:
|
|
|
|
|
|
|
|||
Salaries and benefits
|
|
71.0
|
|
|
70.7
|
|
|
69.9
|
|
General and administrative expenses
|
|
19.4
|
|
|
19.7
|
|
|
23.7
|
|
Impairment charges
|
|
—
|
|
|
—
|
|
|
8.2
|
|
Restructuring charges
|
|
0.6
|
|
|
—
|
|
|
2.5
|
|
Reimbursed expenses
|
|
2.6
|
|
|
2.7
|
|
|
3.0
|
|
Total operating expenses
|
|
93.7
|
|
|
93.1
|
|
|
107.3
|
|
Operating income (loss)
|
|
9.0
|
|
|
9.6
|
|
|
(4.3
|
)
|
Non-operating income (expense)
|
|
|
|
|
|
|
|||
Interest, net
|
|
0.4
|
|
|
0.2
|
|
|
0.1
|
|
Other, net
|
|
0.4
|
|
|
0.1
|
|
|
(0.5
|
)
|
Net non-operating income (expense)
|
|
0.8
|
|
|
0.2
|
|
|
(0.5
|
)
|
Income (loss) before income taxes
|
|
9.8
|
|
|
9.8
|
|
|
(4.7
|
)
|
Provision for income taxes
|
|
3.2
|
|
|
3.0
|
|
|
3.1
|
|
Net income (loss)
|
|
6.6
|
%
|
|
6.9
|
%
|
|
(7.8
|
)%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Executive Search
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
415,455
|
|
|
$
|
405,267
|
|
|
$
|
339,793
|
|
Europe
|
|
135,070
|
|
|
145,348
|
|
|
125,346
|
|
|||
Asia Pacific
|
|
95,827
|
|
|
102,276
|
|
|
86,905
|
|
|||
Total Executive Search
|
|
646,352
|
|
|
652,891
|
|
|
552,044
|
|
|||
Heidrick Consulting
|
|
60,572
|
|
|
63,132
|
|
|
69,356
|
|
|||
Revenue before reimbursements (net revenue)
|
|
706,924
|
|
|
716,023
|
|
|
621,400
|
|
|||
Reimbursements
|
|
18,690
|
|
|
19,632
|
|
|
18,656
|
|
|||
Total revenue
|
|
$
|
725,614
|
|
|
$
|
735,655
|
|
|
$
|
640,056
|
|
|
|
|
|
|
|
|
||||||
Operating income (loss):
|
|
|
|
|
|
|
||||||
Executive Search
|
|
|
|
|
|
|
||||||
Americas (1)
|
|
$
|
100,833
|
|
|
$
|
96,880
|
|
|
$
|
75,337
|
|
Europe (2)
|
|
3,026
|
|
|
5,849
|
|
|
13
|
|
|||
Asia Pacific (3)
|
|
13,590
|
|
|
15,999
|
|
|
537
|
|
|||
Total Executive Search
|
|
117,449
|
|
|
118,728
|
|
|
75,887
|
|
|||
Heidrick Consulting (4)
|
|
(18,499
|
)
|
|
(13,619
|
)
|
|
(62,368
|
)
|
|||
Total segments
|
|
98,950
|
|
|
105,109
|
|
|
13,519
|
|
|||
Global Operations Support (5)
|
|
(35,439
|
)
|
|
(36,252
|
)
|
|
(40,042
|
)
|
|||
Total operating income (loss)
|
|
$
|
63,511
|
|
|
$
|
68,857
|
|
|
$
|
(26,523
|
)
|
(1)
|
Operating income for the Americas includes $4.1 million and $0.8 million of restructuring charges in 2019 and 2017, respectively.
|
(2)
|
Operating income for Europe includes $4.0 million of restructuring charges in 2017.
|
(3)
|
Operating income for Asia Pacific includes $2.0 million of restructuring charges in 2017.
|
(4)
|
Operating loss for Heidrick Consulting includes less than $0.1 million of restructuring charges in 2019, and $50.7 million of impairment charges and $3.4 million of restructuring charges in 2017.
|
(5)
|
Operating loss for Global Operations Support includes less than $0.1 million and $5.5 million of restructuring charges in 2019 and 2017, respectively.
|
|
|
Payments due for the years ended December 31,
|
||||||||||||||||||||||||||
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating lease obligations
|
|
$
|
30.2
|
|
|
$
|
27.2
|
|
|
$
|
23.6
|
|
|
$
|
20.6
|
|
|
$
|
10.0
|
|
|
$
|
9.0
|
|
|
$
|
120.6
|
|
Asset retirement obligations (1)
|
|
0.6
|
|
|
0.9
|
|
|
0.1
|
|
|
0.5
|
|
|
0.8
|
|
|
0.1
|
|
|
3.0
|
|
|||||||
Total
|
|
$
|
30.8
|
|
|
$
|
28.1
|
|
|
$
|
23.7
|
|
|
$
|
21.1
|
|
|
$
|
10.8
|
|
|
$
|
9.1
|
|
|
$
|
123.6
|
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||||||||||||||
|
|
Mar. 31
|
|
Jun. 30
|
|
Sept. 30
|
|
Dec. 31
|
|
Mar. 31
|
|
Jun. 30
|
|
Sept. 30
|
|
Dec. 31
|
||||||||||||||||
Revenue before reimbursements (net revenue)
|
|
$
|
171,594
|
|
|
$
|
173,122
|
|
|
$
|
182,174
|
|
|
$
|
180,034
|
|
|
$
|
160,071
|
|
|
$
|
183,059
|
|
|
$
|
187,588
|
|
|
$
|
185,305
|
|
Operating income (1)
|
|
16,391
|
|
|
18,353
|
|
|
14,472
|
|
|
14,295
|
|
|
13,121
|
|
|
18,461
|
|
|
20,583
|
|
|
16,692
|
|
||||||||
Income before income taxes
|
|
18,842
|
|
|
19,473
|
|
|
14,827
|
|
|
16,147
|
|
|
12,912
|
|
|
18,411
|
|
|
23,187
|
|
|
15,982
|
|
||||||||
Provision for income taxes
|
|
6,755
|
|
|
5,193
|
|
|
4,880
|
|
|
5,592
|
|
|
2,744
|
|
|
6,948
|
|
|
6,718
|
|
|
4,787
|
|
||||||||
Net income
|
|
$
|
12,087
|
|
|
$
|
14,280
|
|
|
$
|
9,947
|
|
|
$
|
10,555
|
|
|
$
|
10,168
|
|
|
$
|
11,463
|
|
|
$
|
16,469
|
|
|
$
|
11,195
|
|
Basic earnings per common share
|
|
$
|
0.64
|
|
|
$
|
0.75
|
|
|
$
|
0.52
|
|
|
$
|
0.55
|
|
|
$
|
0.54
|
|
|
$
|
0.61
|
|
|
$
|
0.87
|
|
|
$
|
0.59
|
|
Diluted earnings per common share
|
|
$
|
0.62
|
|
|
$
|
0.73
|
|
|
$
|
0.51
|
|
|
$
|
0.54
|
|
|
$
|
0.53
|
|
|
$
|
0.59
|
|
|
$
|
0.85
|
|
|
$
|
0.58
|
|
Cash dividends paid per share
|
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
PAGE
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
271,719
|
|
|
$
|
279,906
|
|
Marketable securities
|
|
61,153
|
|
|
—
|
|
||
Accounts receivable, net
|
|
109,163
|
|
|
114,977
|
|
||
Prepaid expenses
|
|
20,185
|
|
|
22,766
|
|
||
Other current assets
|
|
27,848
|
|
|
29,598
|
|
||
Income taxes recoverable
|
|
4,414
|
|
|
3,620
|
|
||
Total current assets
|
|
494,482
|
|
|
450,867
|
|
||
Non-current assets:
|
|
|
|
|
||||
Property and equipment, net
|
|
28,650
|
|
|
33,871
|
|
||
Operating lease right-of-use assets
|
|
99,391
|
|
|
—
|
|
||
Assets designated for retirement and pension plans
|
|
13,978
|
|
|
15,035
|
|
||
Investments
|
|
25,409
|
|
|
19,442
|
|
||
Other non-current assets
|
|
20,434
|
|
|
22,276
|
|
||
Goodwill
|
|
126,831
|
|
|
122,092
|
|
||
Other intangible assets, net
|
|
1,935
|
|
|
2,216
|
|
||
Deferred income taxes, net
|
|
33,063
|
|
|
34,830
|
|
||
Total non-current assets
|
|
349,691
|
|
|
249,762
|
|
||
Total assets
|
|
$
|
844,173
|
|
|
$
|
700,629
|
|
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
8,633
|
|
|
$
|
9,166
|
|
Accrued salaries and benefits
|
|
234,306
|
|
|
227,653
|
|
||
Deferred revenue
|
|
41,267
|
|
|
40,673
|
|
||
Operating lease liabilities
|
|
30,955
|
|
|
—
|
|
||
Other current liabilities
|
|
26,253
|
|
|
33,219
|
|
||
Income taxes payable
|
|
3,928
|
|
|
8,240
|
|
||
Total current liabilities
|
|
345,342
|
|
|
318,951
|
|
||
Non-current liabilities:
|
|
|
|
|
||||
Accrued salaries and benefits
|
|
59,662
|
|
|
57,234
|
|
||
Retirement and pension plans
|
|
46,032
|
|
|
39,865
|
|
||
Operating lease liabilities
|
|
79,388
|
|
|
—
|
|
||
Other non-current liabilities
|
|
4,634
|
|
|
17,423
|
|
||
Total non-current liabilities
|
|
189,716
|
|
|
114,522
|
|
||
Total liabilities
|
|
535,058
|
|
|
433,473
|
|
||
Commitments and contingencies (Note 20)
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued at December 31, 2019 and December 31, 2018
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 100,000,000 shares authorized, 19,585,777 shares issued, 19,165,954 and 18,954,275 shares outstanding at December 31, 2019 and December 31, 2018, respectively
|
|
196
|
|
|
196
|
|
||
Treasury stock at cost, 419,823 and 631,502 shares at December 31, 2019 and December 31, 2018, respectively
|
|
(14,795
|
)
|
|
(20,298
|
)
|
||
Additional paid in capital
|
|
228,807
|
|
|
227,147
|
|
||
Retained earnings
|
|
91,083
|
|
|
56,049
|
|
||
Accumulated other comprehensive income
|
|
3,824
|
|
|
4,062
|
|
||
Total stockholders’ equity
|
|
309,115
|
|
|
267,156
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
844,173
|
|
|
$
|
700,629
|
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Revenue before reimbursements (net revenue)
|
|
$
|
706,924
|
|
|
$
|
716,023
|
|
|
$
|
621,400
|
|
Reimbursements
|
|
18,690
|
|
|
19,632
|
|
|
18,656
|
|
|||
Total revenue
|
|
725,614
|
|
|
735,655
|
|
|
640,056
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Salaries and benefits
|
|
501,791
|
|
|
506,349
|
|
|
434,219
|
|
|||
General and administrative expenses
|
|
137,492
|
|
|
140,817
|
|
|
147,316
|
|
|||
Impairment charges
|
|
—
|
|
|
—
|
|
|
50,722
|
|
|||
Restructuring charges
|
|
4,130
|
|
|
—
|
|
|
15,666
|
|
|||
Reimbursed expenses
|
|
18,690
|
|
|
19,632
|
|
|
18,656
|
|
|||
Total operating expenses
|
|
662,103
|
|
|
666,798
|
|
|
666,579
|
|
|||
Operating income (loss)
|
|
63,511
|
|
|
68,857
|
|
|
(26,523
|
)
|
|||
Non-operating income (expense):
|
|
|
|
|
|
|
||||||
Interest, net
|
|
2,880
|
|
|
1,141
|
|
|
385
|
|
|||
Other, net
|
|
2,898
|
|
|
494
|
|
|
(3,280
|
)
|
|||
Net non-operating income (expense)
|
|
5,778
|
|
|
1,635
|
|
|
(2,895
|
)
|
|||
Income (loss) before income taxes
|
|
69,289
|
|
|
70,492
|
|
|
(29,418
|
)
|
|||
Provision for income taxes
|
|
22,420
|
|
|
21,197
|
|
|
19,217
|
|
|||
Net income (loss)
|
|
46,869
|
|
|
49,295
|
|
|
(48,635
|
)
|
|||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
844
|
|
|
(3,885
|
)
|
|
6,853
|
|
|||
Net unrealized gain on available-for-sale investments
|
|
13
|
|
|
—
|
|
|
2,660
|
|
|||
Pension gain (loss) adjustment
|
|
(1,095
|
)
|
|
721
|
|
|
480
|
|
|||
Other comprehensive income (loss), net of tax
|
|
(238
|
)
|
|
(3,164
|
)
|
|
9,993
|
|
|||
Comprehensive income (loss)
|
|
$
|
46,631
|
|
|
$
|
46,131
|
|
|
$
|
(38,642
|
)
|
|
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
|
19,103
|
|
|
18,917
|
|
|
18,735
|
|
|||
Diluted weighted average common shares outstanding
|
|
19,551
|
|
|
19,532
|
|
|
18,735
|
|
|||
|
|
|
|
|
|
|
||||||
Basic net income (loss) per common share
|
|
$
|
2.45
|
|
|
$
|
2.61
|
|
|
$
|
(2.60
|
)
|
Diluted net income (loss) per common share
|
|
$
|
2.40
|
|
|
$
|
2.52
|
|
|
$
|
(2.60
|
)
|
Cash dividends paid per share
|
|
$
|
0.60
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows - operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
46,869
|
|
|
$
|
49,295
|
|
|
$
|
(48,635
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
10,371
|
|
|
12,522
|
|
|
14,774
|
|
|||
Deferred income taxes
|
|
1,644
|
|
|
(3,496
|
)
|
|
(1,690
|
)
|
|||
Stock-based compensation expense
|
|
10,298
|
|
|
8,947
|
|
|
4,935
|
|
|||
Accretion expense related to earnout payments
|
|
668
|
|
|
1,285
|
|
|
1,038
|
|
|||
Impairment charges
|
|
—
|
|
|
—
|
|
|
50,722
|
|
|||
Gain on marketable securities
|
|
(595
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
6,899
|
|
|
(16,759
|
)
|
|
(1,882
|
)
|
|||
Accounts payable
|
|
(994
|
)
|
|
(526
|
)
|
|
1,474
|
|
|||
Accrued expenses
|
|
2,441
|
|
|
71,526
|
|
|
18,330
|
|
|||
Restructuring accrual
|
|
1,959
|
|
|
(11,617
|
)
|
|
13,025
|
|
|||
Deferred revenue
|
|
175
|
|
|
(1,899
|
)
|
|
2,010
|
|
|||
Income taxes (payable) recoverable, net
|
|
(5,450
|
)
|
|
757
|
|
|
3,381
|
|
|||
Retirement and pension plan assets and liabilities
|
|
3,258
|
|
|
(1,492
|
)
|
|
3,065
|
|
|||
Prepaid expenses
|
|
(455
|
)
|
|
(893
|
)
|
|
797
|
|
|||
Other assets and liabilities, net
|
|
1,557
|
|
|
(4,748
|
)
|
|
5,626
|
|
|||
Net cash provided by operating activities
|
|
78,645
|
|
|
102,902
|
|
|
66,970
|
|
|||
Cash flows - investing activities:
|
|
|
|
|
|
|
||||||
Acquisition of businesses, net of cash acquired
|
|
(3,520
|
)
|
|
(3,083
|
)
|
|
(364
|
)
|
|||
Capital expenditures
|
|
(3,352
|
)
|
|
(5,960
|
)
|
|
(14,022
|
)
|
|||
Purchases of available for sale investments
|
|
(130,411
|
)
|
|
(2,201
|
)
|
|
(2,269
|
)
|
|||
Proceeds from sale of available for sale investments
|
|
67,968
|
|
|
2,995
|
|
|
1,404
|
|
|||
Net cash used in investing activities
|
|
(69,315
|
)
|
|
(8,249
|
)
|
|
(15,251
|
)
|
|||
Cash flows - financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from line of credit
|
|
—
|
|
|
20,000
|
|
|
40,000
|
|
|||
Payments on line of credit
|
|
—
|
|
|
(20,000
|
)
|
|
(40,000
|
)
|
|||
Debt issuance costs
|
|
—
|
|
|
(981
|
)
|
|
—
|
|
|||
Cash dividends paid
|
|
(11,835
|
)
|
|
(10,181
|
)
|
|
(10,111
|
)
|
|||
Payment of employee tax withholdings on equity transactions
|
|
(4,552
|
)
|
|
(2,234
|
)
|
|
(2,392
|
)
|
|||
Acquisition earnout payments
|
|
(1,853
|
)
|
|
(3,592
|
)
|
|
(4,557
|
)
|
|||
Net cash used in financing activities
|
|
(18,240
|
)
|
|
(16,988
|
)
|
|
(17,060
|
)
|
|||
Effect of exchange rates fluctuations on cash, cash equivalents and restricted cash
|
|
367
|
|
|
(5,565
|
)
|
|
7,933
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
(8,543
|
)
|
|
72,100
|
|
|
42,592
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
|
280,262
|
|
|
208,162
|
|
|
165,570
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
271,719
|
|
|
$
|
280,262
|
|
|
$
|
208,162
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
||||||
Cash paid for
|
|
|
|
|
|
|
||||||
Income taxes
|
|
$
|
27,338
|
|
|
$
|
22,616
|
|
|
$
|
14,814
|
|
Interest
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
193
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid in Capital |
|
Retained
Earnings (Deficit) |
|
Accumulated
Other Comprehensive Income |
|
Total
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at December 31, 2016
|
|
19,586
|
|
|
$
|
196
|
|
|
1,008
|
|
|
$
|
(32,915
|
)
|
|
$
|
229,957
|
|
|
$
|
58,030
|
|
|
$
|
3,322
|
|
|
$
|
258,590
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,635
|
)
|
|
—
|
|
|
(48,635
|
)
|
||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,993
|
|
|
9,993
|
|
||||||
Treasury and common stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,935
|
|
|
—
|
|
|
—
|
|
|
4,935
|
|
||||||
Vesting of equity, net of tax withholdings
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
6,311
|
|
|
(8,716
|
)
|
|
—
|
|
|
—
|
|
|
(2,405
|
)
|
||||||
Re-issuance of treasury stock
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
508
|
|
|
(170
|
)
|
|
—
|
|
|
—
|
|
|
338
|
|
||||||
Cash dividends declared ($0.52 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,762
|
)
|
|
—
|
|
|
(9,762
|
)
|
||||||
Dividend equivalents on restricted stock units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(349
|
)
|
|
—
|
|
|
(349
|
)
|
||||||
Balance at December 31, 2017
|
|
19,586
|
|
|
196
|
|
|
805
|
|
|
(26,096
|
)
|
|
226,006
|
|
|
(716
|
)
|
|
13,315
|
|
|
212,705
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,295
|
|
|
—
|
|
|
49,295
|
|
||||||
Adoption of accounting standards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,043
|
|
|
(6,089
|
)
|
|
8,954
|
|
||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,164
|
)
|
|
(3,164
|
)
|
||||||
Treasury and common stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,947
|
|
|
—
|
|
|
—
|
|
|
8,947
|
|
||||||
Vesting of equity, net of tax withholdings
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|
5,604
|
|
|
(7,837
|
)
|
|
—
|
|
|
—
|
|
|
(2,233
|
)
|
||||||
Re-issuance of treasury stock
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
194
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
225
|
|
||||||
Cash dividends declared ($0.39 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,389
|
)
|
|
—
|
|
|
(7,389
|
)
|
||||||
Dividend equivalents on restricted stock units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(184
|
)
|
|
—
|
|
|
(184
|
)
|
||||||
Balance at December 31, 2018
|
|
19,586
|
|
|
196
|
|
|
632
|
|
|
(20,298
|
)
|
|
227,147
|
|
|
56,049
|
|
|
4,062
|
|
|
267,156
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,869
|
|
|
—
|
|
|
46,869
|
|
||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(238
|
)
|
|
(238
|
)
|
||||||
Treasury and common stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,298
|
|
|
—
|
|
|
—
|
|
|
10,298
|
|
||||||
Vesting of equity, net of tax withholdings
|
|
—
|
|
|
—
|
|
|
(163
|
)
|
|
5,154
|
|
|
(9,706
|
)
|
|
—
|
|
|
—
|
|
|
(4,552
|
)
|
||||||
Re-issuance of treasury stock
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
349
|
|
|
1,068
|
|
|
—
|
|
|
—
|
|
|
1,417
|
|
||||||
Cash dividends declared ($0.60 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,461
|
)
|
|
—
|
|
|
(11,461
|
)
|
||||||
Dividend equivalents on restricted stock units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(374
|
)
|
|
—
|
|
|
(374
|
)
|
||||||
Balance at December 31, 2019
|
|
19,586
|
|
|
$
|
196
|
|
|
420
|
|
|
$
|
(14,795
|
)
|
|
$
|
228,807
|
|
|
$
|
91,083
|
|
|
$
|
3,824
|
|
|
$
|
309,115
|
|
1.
|
Basis of Presentation
|
2.
|
Summary of Significant Accounting Policies
|
Office furniture, fixtures and equipment
|
|
5–10 years
|
Computer equipment and software
|
|
3–7 years
|
|
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
$
|
46,869
|
|
|
$
|
49,295
|
|
|
$
|
(48,635
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
19,103
|
|
|
18,917
|
|
|
18,735
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Restricted stock units
|
285
|
|
|
406
|
|
|
—
|
|
|||
Performance stock units
|
163
|
|
|
209
|
|
|
—
|
|
|||
Diluted
|
19,551
|
|
|
19,532
|
|
|
18,735
|
|
|||
Basic earnings (loss) per share
|
$
|
2.45
|
|
|
$
|
2.61
|
|
|
$
|
(2.60
|
)
|
Diluted earnings (loss) per share
|
$
|
2.40
|
|
|
$
|
2.52
|
|
|
$
|
(2.60
|
)
|
|
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash and cash equivalents
|
$
|
271,719
|
|
|
$
|
279,906
|
|
|
$
|
207,534
|
|
Restricted cash included within other current assets
|
—
|
|
|
108
|
|
|
526
|
|
|||
Restricted cash included within other non-current assets
|
—
|
|
|
248
|
|
|
102
|
|
|||
Total cash, cash equivalents and restricted cash
|
$
|
271,719
|
|
|
$
|
280,262
|
|
|
$
|
208,162
|
|
3.
|
Revenue
|
|
December 31,
2019 |
|
December 31,
2018 |
|
Variance
|
||||||
Contract assets
|
|
|
|
|
|
||||||
Unbilled receivables
|
$
|
7,585
|
|
|
$
|
8,684
|
|
|
$
|
(1,099
|
)
|
Contract assets
|
14,672
|
|
|
15,291
|
|
|
(619
|
)
|
|||
Total contract assets
|
22,257
|
|
|
23,975
|
|
|
(1,718
|
)
|
|||
|
|
|
|
|
|
||||||
Contract liabilities
|
|
|
|
|
|
||||||
Deferred revenue
|
$
|
41,267
|
|
|
$
|
40,673
|
|
|
$
|
594
|
|
4.
|
Allowance for Doubtful Accounts
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at January 1,
|
|
$
|
3,502
|
|
|
$
|
2,534
|
|
|
$
|
2,575
|
|
Provision charged to income
|
|
5,900
|
|
|
3,790
|
|
|
963
|
|
|||
Write-offs
|
|
(4,270
|
)
|
|
(2,708
|
)
|
|
(1,134
|
)
|
|||
Foreign currency translation
|
|
8
|
|
|
(114
|
)
|
|
130
|
|
|||
Balance at December 31,
|
|
$
|
5,140
|
|
|
$
|
3,502
|
|
|
$
|
2,534
|
|
5.
|
Property and Equipment, net
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Leasehold improvements
|
|
$
|
47,269
|
|
|
$
|
48,455
|
|
Office furniture, fixtures and equipment
|
|
17,740
|
|
|
17,919
|
|
||
Computer equipment and software
|
|
27,531
|
|
|
27,063
|
|
||
Property and equipment, gross
|
|
92,540
|
|
|
93,437
|
|
||
Accumulated depreciation
|
|
(63,890
|
)
|
|
(59,566
|
)
|
||
Property and equipment, net
|
|
$
|
28,650
|
|
|
$
|
33,871
|
|
6.
|
Leases
|
Operating lease cost
|
|
$
|
24,928
|
|
Variable lease cost
|
|
7,932
|
|
|
Total lease cost
|
|
$
|
32,860
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
33,797
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
||
Operating leases
|
|
$
|
19,640
|
|
|
Operating Lease Maturity
|
||
2020
|
$
|
30,246
|
|
2021
|
27,229
|
|
|
2022
|
23,577
|
|
|
2023
|
20,555
|
|
|
2024
|
9,981
|
|
|
Thereafter
|
8,983
|
|
|
Total lease payments
|
120,571
|
|
|
Less: Interest
|
(10,228
|
)
|
|
Present value of lease liabilities
|
$
|
110,343
|
|
2019
|
$
|
34,456
|
|
2020
|
31,808
|
|
|
2021
|
27,381
|
|
|
2022
|
23,445
|
|
|
2023
|
20,087
|
|
|
Thereafter
|
14,448
|
|
|
Total
|
$
|
151,625
|
|
7.
|
Financial Instruments and Fair Value
|
•
|
Level 1 – Quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 2 – Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
•
|
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
|
|
Fair Value
|
|
Balance Sheet Classification
|
||||||||||||||||||||
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
|
Cash and Cash Equivalents
|
|
Marketable Securities
|
||||||||||||
Balance at December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash
|
|
|
|
|
|
|
|
|
$
|
177,493
|
|
|
$
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Level 1:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
|
|
|
|
|
|
15,661
|
|
|
15,661
|
|
|
—
|
|
|||||||||
U.S. Treasury securities
|
139,705
|
|
|
13
|
|
|
—
|
|
|
139,718
|
|
|
78,565
|
|
|
61,153
|
|
||||||
Total Level 1
|
155,366
|
|
|
13
|
|
|
—
|
|
|
155,379
|
|
|
94,226
|
|
|
61,153
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
$
|
155,366
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
155,379
|
|
|
$
|
271,719
|
|
|
$
|
61,153
|
|
|
Fair Value
|
|
Balance Sheet Classification
|
||||||||||||||||||||
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
|
Cash and Cash Equivalents
|
|
Marketable Securities
|
||||||||||||
Balance at December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash
|
|
|
|
|
|
|
|
|
$
|
279,829
|
|
|
$
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Level 1:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
|
|
|
|
|
|
77
|
|
|
77
|
|
|
—
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77
|
|
|
$
|
279,906
|
|
|
$
|
—
|
|
|
|
|
|
Balance Sheet Classification
|
||||||||||||||||||||
|
|
Fair Value
|
|
Other Current Assets
|
|
Assets Designated for Retirement and Pension Plans
|
|
Investments
|
|
Other Current Liabilities
|
|
Retirement and Pension Plans
|
||||||||||||
Balance at December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Level 1:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. non-qualified deferred compensation plan
|
|
$
|
25,409
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,409
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Level 2:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retirement and pension plan assets
|
|
15,296
|
|
|
1,318
|
|
|
13,978
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension benefit obligation
|
|
(20,918
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,318
|
)
|
|
(19,600
|
)
|
||||||
Total Level 2
|
|
(5,622
|
)
|
|
1,318
|
|
|
13,978
|
|
|
—
|
|
|
(1,318
|
)
|
|
(19,600
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
|
$
|
19,787
|
|
|
$
|
1,318
|
|
|
$
|
13,978
|
|
|
$
|
25,409
|
|
|
$
|
(1,318
|
)
|
|
$
|
(19,600
|
)
|
|
|
|
|
Balance Sheet Classification
|
||||||||||||||||||||
|
|
Fair Value
|
|
Other Current Assets
|
|
Assets Designated for Retirement and Pension Plans
|
|
Investments
|
|
Other Current Liabilities
|
|
Retirement and Pension Plans
|
||||||||||||
Balance at December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Level 1:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. non-qualified deferred compensation plan
|
|
$
|
19,442
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,442
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Level 2:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retirement and pension plan assets
|
|
16,384
|
|
|
1,349
|
|
|
15,035
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension benefit obligation
|
|
(20,908
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,349
|
)
|
|
(19,559
|
)
|
||||||
Total Level 2
|
|
(4,524
|
)
|
|
1,349
|
|
|
15,035
|
|
|
—
|
|
|
(1,349
|
)
|
|
(19,559
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
|
$
|
14,918
|
|
|
$
|
1,349
|
|
|
$
|
15,035
|
|
|
$
|
19,442
|
|
|
$
|
(1,349
|
)
|
|
$
|
(19,559
|
)
|
|
|
Acquisition
Earnout Accruals |
||
Balance at December 31, 2018
|
|
$
|
(6,627
|
)
|
Earnout accretion
|
|
(668
|
)
|
|
Earnout payments
|
|
3,009
|
|
|
Earnout adjustment
|
|
(1,062
|
)
|
|
Foreign currency translation
|
|
70
|
|
|
Balance at December 31, 2019
|
|
$
|
(5,278
|
)
|
8.
|
Acquisitions
|
9.
|
Goodwill and Other Intangible Assets
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Executive Search
|
|
|
|
||||
Americas
|
$
|
92,497
|
|
|
$
|
88,410
|
|
Europe
|
25,579
|
|
|
24,924
|
|
||
Asia Pacific
|
8,755
|
|
|
8,758
|
|
||
Total Executive Search
|
126,831
|
|
|
122,092
|
|
||
Heidrick Consulting
|
36,257
|
|
|
36,257
|
|
||
Goodwill, gross
|
163,088
|
|
|
158,349
|
|
||
Accumulated impairment
|
(36,257
|
)
|
|
(36,257
|
)
|
||
Goodwill, net
|
$
|
126,831
|
|
|
$
|
122,092
|
|
|
|
Executive Search
|
|
|
|
|
||||||||||||||
|
|
Americas
|
|
Europe
|
|
Asia Pacific
|
|
Heidrick Consulting
|
|
Total
|
||||||||||
Balance as of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
$
|
88,101
|
|
|
$
|
19,092
|
|
|
$
|
8,893
|
|
|
$
|
35,758
|
|
|
$
|
151,844
|
|
Accumulated impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill, net as of December 31, 2016
|
|
88,101
|
|
|
19,092
|
|
|
8,893
|
|
|
35,758
|
|
|
151,844
|
|
|||||
Philosophy IB acquisition
|
|
357
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
364
|
|
|||||
Foreign currency translation
|
|
232
|
|
|
1,808
|
|
|
409
|
|
|
492
|
|
|
2,941
|
|
|||||
Impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,257
|
)
|
|
(36,257
|
)
|
|||||
Goodwill, net as of December 31, 2017
|
|
88,690
|
|
|
20,900
|
|
|
9,302
|
|
|
—
|
|
|
118,892
|
|
|||||
Amrop acquisition
|
|
—
|
|
|
5,478
|
|
|
—
|
|
|
—
|
|
|
5,478
|
|
|||||
Foreign currency translation
|
|
(280
|
)
|
|
(1,454
|
)
|
|
(544
|
)
|
|
—
|
|
|
(2,278
|
)
|
|||||
Goodwill, net as of December 31, 2018
|
|
88,410
|
|
|
24,924
|
|
|
8,758
|
|
|
—
|
|
|
122,092
|
|
|||||
2GET acquisition
|
|
3,793
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,793
|
|
|||||
Foreign currency translation
|
|
294
|
|
|
655
|
|
|
(3
|
)
|
|
—
|
|
|
946
|
|
|||||
Goodwill, net as of December 31, 2019
|
|
$
|
92,497
|
|
|
$
|
25,579
|
|
|
$
|
8,755
|
|
|
$
|
—
|
|
|
$
|
126,831
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Executive Search
|
|
|
|
|
||||
Americas
|
|
$
|
557
|
|
|
$
|
52
|
|
Europe
|
|
1,314
|
|
|
2,086
|
|
||
Asia Pacific
|
|
64
|
|
|
78
|
|
||
Total Executive Search
|
|
1,935
|
|
|
2,216
|
|
||
Heidrick Consulting
|
|
—
|
|
|
—
|
|
||
Total Other Intangible Assets, Net
|
|
$
|
1,935
|
|
|
$
|
2,216
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
Weighted
Average Life (in years) |
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
Carrying Amount |
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Client relationships
|
|
6.6
|
|
$
|
16,302
|
|
|
$
|
(14,683
|
)
|
|
$
|
1,619
|
|
|
$
|
15,910
|
|
|
$
|
(13,694
|
)
|
|
$
|
2,216
|
|
Trade name
|
|
5.0
|
|
362
|
|
|
(46
|
)
|
|
316
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total intangible assets
|
|
6.3
|
|
$
|
16,664
|
|
|
$
|
(14,729
|
)
|
|
$
|
1,935
|
|
|
$
|
15,910
|
|
|
$
|
(13,694
|
)
|
|
$
|
2,216
|
|
2020
|
$
|
798
|
|
2021
|
507
|
|
|
2022
|
319
|
|
|
2023
|
188
|
|
|
2024
|
76
|
|
|
Thereafter
|
47
|
|
|
Total
|
$
|
1,935
|
|
10.
|
Other Current Assets and Non-Current Liabilities
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Contract assets
|
|
$
|
22,257
|
|
|
$
|
23,975
|
|
Other
|
|
5,591
|
|
|
5,623
|
|
||
Total other current assets
|
|
$
|
27,848
|
|
|
$
|
29,598
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Premise related costs
|
|
$
|
2,392
|
|
|
$
|
15,473
|
|
Other
|
|
2,242
|
|
|
1,950
|
|
||
Total other non-current liabilities
|
|
$
|
4,634
|
|
|
$
|
17,423
|
|
11.
|
Line of Credit
|
12.
|
Employee Benefit Plans
|
13.
|
Pension Plan and Life Insurance Contract
|
|
|
2019
|
|
2018
|
||||
Benefit obligation at January 1,
|
|
$
|
20,908
|
|
|
$
|
23,886
|
|
Interest cost
|
|
338
|
|
|
373
|
|
||
Actuarial (gain) loss
|
|
1,506
|
|
|
(886
|
)
|
||
Benefits paid
|
|
(1,375
|
)
|
|
(1,450
|
)
|
||
Cumulative translation adjustment
|
|
(459
|
)
|
|
(1,015
|
)
|
||
Benefit obligation at December 31,
|
|
$
|
20,918
|
|
|
$
|
20,908
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Current liabilities
|
|
$
|
1,318
|
|
|
$
|
1,349
|
|
Noncurrent liabilities
|
|
19,600
|
|
|
19,559
|
|
||
Total
|
|
$
|
20,918
|
|
|
$
|
20,908
|
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net period benefit cost:
|
|
|
|
|
|
|
||||||
Interest cost
|
|
$
|
338
|
|
|
$
|
373
|
|
|
$
|
362
|
|
Amortization of net loss
|
|
35
|
|
|
92
|
|
|
111
|
|
|||
Net periodic benefit cost
|
|
$
|
373
|
|
|
$
|
465
|
|
|
$
|
473
|
|
Weighted average assumptions
|
|
|
|
|
|
|
||||||
Discount rate (1)
|
|
1.71
|
%
|
|
1.64
|
%
|
|
1.49
|
%
|
|||
Rate of compensation increase
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Discount rate (1)
|
|
1.03
|
%
|
|
1.71
|
%
|
|
1.64
|
%
|
Rate of compensation increase
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Measurement Date
|
|
12/31/2019
|
|
|
12/31/2018
|
|
|
12/31/2017
|
|
(1)
|
The discount rates are based on long-term bond indices adjusted to reflect the longer duration of the benefit obligation.
|
2020
|
$
|
1,318
|
|
2021
|
1,305
|
|
|
2022
|
1,288
|
|
|
2023
|
1,269
|
|
|
2024
|
1,245
|
|
|
2025 through 2029
|
5,713
|
|
14.
|
Stock-Based Compensation
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Salaries and employee benefits (1)
|
|
$
|
12,857
|
|
|
$
|
9,548
|
|
|
$
|
4,597
|
|
General and administrative expenses
|
|
460
|
|
|
562
|
|
|
338
|
|
|||
Income tax benefit related to stock-based compensation included in net income
|
|
3,529
|
|
|
2,674
|
|
|
1,948
|
|
|
|
Number of
Restricted Stock Units |
|
Weighted-
Average Grant-date Fair Value |
|||
Outstanding on December 31, 2017
|
|
491,154
|
|
|
$
|
21.92
|
|
Granted
|
|
297,664
|
|
|
34.64
|
||
Vested and converted to common stock
|
|
(199,550
|
)
|
|
21.66
|
||
Forfeited
|
|
(76,822
|
)
|
|
25.76
|
||
Outstanding on December 31, 2018
|
|
512,446
|
|
|
28.83
|
||
Granted
|
|
270,488
|
|
|
33.55
|
||
Vested and converted to common stock
|
|
(175,792
|
)
|
|
24.19
|
||
Forfeited
|
|
(8,154
|
)
|
|
34.29
|
||
Outstanding on December 31, 2019
|
|
598,988
|
|
|
$
|
32.25
|
|
|
|
Number of
Performance Stock Units |
|
Weighted-
Average Grant-date Fair Value |
|||
Outstanding on December 31, 2017
|
|
185,891
|
|
|
$
|
23.82
|
|
Granted
|
|
102,138
|
|
|
25.81
|
|
|
Vested and converted to common stock
|
|
(43,361
|
)
|
|
23.64
|
|
|
Forfeited
|
|
(47,551
|
)
|
|
23.87
|
|
|
Outstanding on December 31, 2018
|
|
197,117
|
|
|
24.88
|
|
|
Granted
|
|
81,661
|
|
|
35.58
|
|
|
Vested and converted to common stock
|
|
(99,219
|
)
|
|
25.04
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Outstanding on December 31, 2019
|
|
179,559
|
|
|
$
|
32.63
|
|
|
|
Number of
Phantom
Stock Units
|
|
Outstanding on December 31, 2017
|
|
—
|
|
Granted
|
|
111,673
|
|
Vested
|
|
—
|
|
Forfeited
|
|
—
|
|
Outstanding on December 31, 2018
|
|
111,673
|
|
Granted
|
|
154,387
|
|
Vested
|
|
—
|
|
Forfeited
|
|
—
|
|
Outstanding on December 31, 2019
|
|
266,060
|
|
15.
|
Restructuring
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Executive Search
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
4,102
|
|
|
$
|
—
|
|
|
$
|
784
|
|
Europe
|
|
—
|
|
|
—
|
|
|
3,993
|
|
|||
Asia Pacific
|
|
—
|
|
|
—
|
|
|
2,046
|
|
|||
Total Executive Search
|
|
4,102
|
|
|
—
|
|
|
6,823
|
|
|||
Heidrick Consulting
|
|
—
|
|
|
—
|
|
|
3,393
|
|
|||
Global Operations Support
|
|
28
|
|
|
—
|
|
|
5,450
|
|
|||
Total restructuring
|
|
$
|
4,130
|
|
|
$
|
—
|
|
|
$
|
15,666
|
|
|
|
Employee Related
|
|
Office Related
|
|
Other
|
|
Total
|
||||||||
Accrual balance at December 31, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charges
|
|
13,065
|
|
|
308
|
|
|
2,293
|
|
|
15,666
|
|
||||
Cash payments
|
|
(1,199
|
)
|
|
(5
|
)
|
|
(1,282
|
)
|
|
(2,486
|
)
|
||||
Non-cash write-offs
|
|
—
|
|
|
(155
|
)
|
|
—
|
|
|
(155
|
)
|
||||
Accrual balance at December 31, 2017
|
|
11,866
|
|
|
148
|
|
|
1,011
|
|
|
13,025
|
|
||||
Cash payments
|
|
(8,689
|
)
|
|
(248
|
)
|
|
(993
|
)
|
|
(9,930
|
)
|
||||
Non-cash write-offs
|
|
—
|
|
|
195
|
|
|
—
|
|
|
195
|
|
||||
Other
|
|
(1,843
|
)
|
|
(95
|
)
|
|
5
|
|
|
(1,933
|
)
|
||||
Exchange rate fluctuations
|
|
(65
|
)
|
|
—
|
|
|
(6
|
)
|
|
(71
|
)
|
||||
Accrual balance at December 31, 2018
|
|
1,269
|
|
|
—
|
|
|
17
|
|
|
1,286
|
|
||||
Restructuring charges
|
|
4,130
|
|
|
—
|
|
|
—
|
|
|
4,130
|
|
||||
Cash payments
|
|
(2,213
|
)
|
|
—
|
|
|
—
|
|
|
(2,213
|
)
|
||||
Non-cash write-offs
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
||||
Other
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Exchange rate fluctuations
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
||||
Accrual balance at December 31, 2019
|
|
$
|
3,245
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,245
|
|
16.
|
Income Taxes
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
|
$
|
53,461
|
|
|
$
|
47,191
|
|
|
$
|
(28,577
|
)
|
Foreign
|
|
15,828
|
|
|
23,301
|
|
|
(841
|
)
|
|||
Income (loss) before income taxes
|
|
$
|
69,289
|
|
|
$
|
70,492
|
|
|
$
|
(29,418
|
)
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
11,311
|
|
|
$
|
12,311
|
|
|
$
|
10,107
|
|
State and local
|
|
4,422
|
|
|
4,843
|
|
|
2,372
|
|
|||
Foreign
|
|
4,423
|
|
|
6,907
|
|
|
8,257
|
|
|||
Current provision for income taxes
|
|
20,156
|
|
|
24,061
|
|
|
20,736
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
2,031
|
|
|
6,403
|
|
|
5,642
|
|
|||
State and local
|
|
698
|
|
|
(354
|
)
|
|
(2,951
|
)
|
|||
Foreign
|
|
(465
|
)
|
|
(8,913
|
)
|
|
(4,210
|
)
|
|||
Deferred provision (benefit) for income taxes
|
|
2,264
|
|
|
(2,864
|
)
|
|
(1,519
|
)
|
|||
Total provision for income taxes
|
|
$
|
22,420
|
|
|
$
|
21,197
|
|
|
$
|
19,217
|
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income tax provision (benefit) at the statutory U.S. federal rate
|
|
$
|
14,551
|
|
|
$
|
14,803
|
|
|
$
|
(10,296
|
)
|
State income tax provision (benefit), net of federal tax benefit
|
|
3,509
|
|
|
3,242
|
|
|
(593
|
)
|
|||
Nondeductible expenses, net
|
|
1,570
|
|
|
1,651
|
|
|
3,282
|
|
|||
Foreign taxes (includes rate differential and changes in foreign valuation allowance)
|
|
698
|
|
|
(35
|
)
|
|
5,465
|
|
|||
Release of valuation allowance
|
|
(117
|
)
|
|
(43
|
)
|
|
(3,200
|
)
|
|||
Additional U.S. tax on foreign operations
|
|
2,550
|
|
|
1,628
|
|
|
—
|
|
|||
Current/deferred true-up
|
|
(157
|
)
|
|
(1,199
|
)
|
|
567
|
|
|||
Tax reform
|
|
—
|
|
|
—
|
|
|
23,732
|
|
|||
Other, net
|
|
(184
|
)
|
|
1,150
|
|
|
260
|
|
|||
Total provision for income taxes
|
|
$
|
22,420
|
|
|
$
|
21,197
|
|
|
$
|
19,217
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Deferred tax assets attributable to:
|
|
|
|
|
||||
Foreign net operating loss carryforwards
|
|
$
|
17,940
|
|
|
$
|
18,259
|
|
Accrued compensation and employee benefits
|
|
14,506
|
|
|
15,442
|
|
||
Deferred compensation
|
|
17,110
|
|
|
15,587
|
|
||
Foreign tax credit carryforwards
|
|
6,493
|
|
|
8,163
|
|
||
Accrued rent
|
|
2,655
|
|
|
3,096
|
|
||
Other accrued expenses
|
|
5,882
|
|
|
6,290
|
|
||
Deferred tax assets, before valuation allowance
|
|
64,586
|
|
|
66,837
|
|
||
Valuation allowance
|
|
(24,200
|
)
|
|
(26,460
|
)
|
||
Deferred tax assets, after valuation allowance
|
|
40,386
|
|
|
40,377
|
|
||
Deferred tax liabilities attributable to:
|
|
|
|
|
||||
Goodwill
|
|
5,440
|
|
|
2,203
|
|
||
Taxes provided on unremitted earnings
|
|
—
|
|
|
765
|
|
||
Depreciation on property and equipment
|
|
1,652
|
|
|
2,040
|
|
||
Other
|
|
533
|
|
|
686
|
|
||
Deferred tax liabilities
|
|
7,625
|
|
|
5,694
|
|
||
Net deferred tax assets
|
|
$
|
32,761
|
|
|
$
|
34,683
|
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Gross unrecognized tax benefits at January 1,
|
|
$
|
1,128
|
|
|
$
|
740
|
|
|
$
|
1,038
|
|
Gross increases for tax positions of prior years
|
|
389
|
|
|
608
|
|
|
167
|
|
|||
Gross decreases for tax positions of prior years
|
|
(377
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements
|
|
(1,010
|
)
|
|
(220
|
)
|
|
(465
|
)
|
|||
Lapse of statute of limitations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Gross unrecognized tax benefits at December 31,
|
|
$
|
130
|
|
|
$
|
1,128
|
|
|
$
|
740
|
|
17.
|
Changes in Accumulated Other Comprehensive Income
|
|
|
Available-
for- Sale Securities |
|
Foreign
Currency Translation |
|
Pension
|
|
AOCI
|
||||||||
Balance at December 31, 2018
|
|
$
|
—
|
|
|
$
|
5,258
|
|
|
$
|
(1,196
|
)
|
|
$
|
4,062
|
|
Other comprehensive income before classification, net of tax
|
|
13
|
|
|
844
|
|
|
(1,095
|
)
|
|
(238
|
)
|
||||
Balance at December 31, 2019
|
|
$
|
13
|
|
|
$
|
6,102
|
|
|
$
|
(2,291
|
)
|
|
$
|
3,824
|
|
18.
|
Segment Information
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
Executive Search
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
415,455
|
|
|
$
|
405,267
|
|
|
$
|
339,793
|
|
Europe
|
|
135,070
|
|
|
145,348
|
|
|
125,346
|
|
|||
Asia Pacific
|
|
95,827
|
|
|
102,276
|
|
|
86,905
|
|
|||
Total Executive Search
|
|
646,352
|
|
|
652,891
|
|
|
552,044
|
|
|||
Heidrick Consulting
|
|
60,572
|
|
|
63,132
|
|
|
69,356
|
|
|||
Revenue before reimbursements
|
|
706,924
|
|
|
716,023
|
|
|
621,400
|
|
|||
Reimbursements
|
|
18,690
|
|
|
19,632
|
|
|
18,656
|
|
|||
Total revenue
|
|
$
|
725,614
|
|
|
$
|
735,655
|
|
|
$
|
640,056
|
|
|
|
|
|
|
|
|
||||||
Operating income (loss)
|
|
|
|
|
|
|
||||||
Executive Search
|
|
|
|
|
|
|
||||||
Americas (1)
|
|
$
|
100,833
|
|
|
$
|
96,880
|
|
|
$
|
75,337
|
|
Europe (2)
|
|
3,026
|
|
|
5,849
|
|
|
13
|
|
|||
Asia Pacific (3)
|
|
13,590
|
|
|
15,999
|
|
|
537
|
|
|||
Total Executive Search
|
|
117,449
|
|
|
118,728
|
|
|
75,887
|
|
|||
Heidrick Consulting (4)
|
|
(18,499
|
)
|
|
(13,619
|
)
|
|
(62,368
|
)
|
|||
Total segments
|
|
98,950
|
|
|
105,109
|
|
|
13,519
|
|
|||
Global Operations Support (5)
|
|
(35,439
|
)
|
|
(36,252
|
)
|
|
(40,042
|
)
|
|||
Total operating income (loss)
|
|
$
|
63,511
|
|
|
$
|
68,857
|
|
|
$
|
(26,523
|
)
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
|
||||||
Executive Search
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
4,204
|
|
|
$
|
4,605
|
|
|
$
|
4,794
|
|
Europe
|
|
2,784
|
|
|
3,735
|
|
|
3,328
|
|
|||
Asia Pacific
|
|
1,472
|
|
|
1,646
|
|
|
1,565
|
|
|||
Total Executive Search
|
|
8,460
|
|
|
9,986
|
|
|
9,687
|
|
|||
Heidrick Consulting
|
|
1,079
|
|
|
1,577
|
|
|
4,099
|
|
|||
Total segments
|
|
9,539
|
|
|
11,563
|
|
|
13,786
|
|
|||
Global Operations Support
|
|
832
|
|
|
959
|
|
|
988
|
|
|||
Total depreciation and amortization
|
|
$
|
10,371
|
|
|
$
|
12,522
|
|
|
$
|
14,774
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
|
|
|
|
|
||||||
Executive Search
|
|
|
|
|
|
|
||||||
Americas
|
|
$
|
1,121
|
|
|
$
|
601
|
|
|
$
|
7,123
|
|
Europe
|
|
1,070
|
|
|
3,557
|
|
|
1,460
|
|
|||
Asia Pacific
|
|
295
|
|
|
440
|
|
|
2,633
|
|
|||
Total Executive Search
|
|
2,486
|
|
|
4,598
|
|
|
11,216
|
|
|||
Heidrick Consulting
|
|
541
|
|
|
581
|
|
|
1,172
|
|
|||
Total segments
|
|
3,027
|
|
|
5,179
|
|
|
12,388
|
|
|||
Global Operations Support
|
|
325
|
|
|
1,006
|
|
|
3,298
|
|
|||
Total capital expenditures
|
|
$
|
3,352
|
|
|
$
|
6,185
|
|
|
$
|
15,686
|
|
(1)
|
Operating income for the Americas includes restructuring charges of $4.1 million in 2019 and $0.8 million in 2017.
|
(2)
|
Operating income for Europe includes restructuring charges of $4.0 million in 2017.
|
(3)
|
Operating income for Asia Pacific includes restructuring charges of $2.0 million in 2017.
|
(4)
|
Operating loss for Heidrick Consulting includes impairment charges of $50.7 million and restructuring charges of $3.4 million in 2017.
|
(5)
|
Operating loss for Global Operations Support includes restructuring charges of less than $0.1 million in 2019 and $5.5 million in 2017.
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Current assets
|
|
|
|
|
||||
Executive Search
|
|
|
|
|
||||
Americas
|
|
$
|
286,818
|
|
|
$
|
255,889
|
|
Europe
|
|
96,230
|
|
|
85,355
|
|
||
Asia Pacific
|
|
78,967
|
|
|
74,169
|
|
||
Total Executive Search
|
|
462,015
|
|
|
415,413
|
|
||
Heidrick Consulting
|
|
30,628
|
|
|
34,174
|
|
||
Total segments
|
|
492,643
|
|
|
449,587
|
|
||
Global Operations Support
|
|
1,839
|
|
|
1,280
|
|
||
Total allocated current assets
|
|
494,482
|
|
|
450,867
|
|
||
Unallocated non-current assets
|
|
220,925
|
|
|
125,454
|
|
||
Goodwill and other intangible assets, net
|
|
|
|
|
||||
Executive Search
|
|
|
|
|
||||
Americas
|
|
93,054
|
|
|
88,462
|
|
||
Europe
|
|
26,893
|
|
|
27,010
|
|
||
Asia Pacific
|
|
8,819
|
|
|
8,836
|
|
||
Total Executive Search
|
|
128,766
|
|
|
124,308
|
|
||
Heidrick Consulting
|
|
—
|
|
|
—
|
|
||
Total goodwill and other intangible assets, net
|
|
128,766
|
|
|
124,308
|
|
||
Total assets
|
|
$
|
844,173
|
|
|
$
|
700,629
|
|
19.
|
Guarantees
|
20.
|
Commitments and Contingencies
|
(1)
|
Includes 598,988 restricted stock units and 179,559 performance stock units at their target levels and no options. The performance stock units represent the maximum amount of shares to be awarded at target levels, and accordingly, may overstate expected dilution.
|
(a)
|
THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
|
Exhibit
No.
|
|
Description
|
|
|
|
3.01
|
|
Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.02 of this Registrant’s Registration Statement on Form S-4 (File No. 333-61023))
|
|
|
|
3.02
|
|
|
|
|
|
4.01
|
|
|
|
|
|
*4.02
|
|
|
|
|
|
10.01
|
|
|
|
|
|
10.02
|
|
|
|
|
|
10.03
|
|
|
|
|
|
10.04
|
|
|
|
|
|
10.05
|
|
|
|
|
|
10.06
|
|
|
|
|
|
10.07
|
|
|
|
|
|
10.08
|
|
|
|
|
|
10.09
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
10.40
|
|
|
|
|
|
10.41
|
|
|
|
|
|
10.42
|
|
|
|
|
|
10.43
|
|
|
|
|
|
10.44
|
|
|
|
|
|
10.45
|
|
|
|
|
|
10.46
|
|
|
|
|
|
10.47
|
|
|
|
|
|
10.48
|
|
|
|
|
|
10.49
|
|
|
|
|
|
10.50
|
|
|
|
|
|
10.51
|
|
|
|
|
|
10.52
|
|
|
|
|
|
*10.53
|
|
|
|
|
|
*21.01
|
|
|
|
|
|
*23.01
|
|
|
|
|
*23.02
|
|
|
|
|
|
*31.1
|
|
|
|
|
|
*31.2
|
|
|
|
|
|
*32.1
|
|
|
|
|
|
*32.2
|
|
|
|
|
|
*101.INS
|
|
XBRL Instance document
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(b)
|
SEE EXHIBIT INDEX ABOVE
|
(c)
|
FINANCIAL STATEMENTS NOT PART OF ANNUAL REPORT
|
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
|
||
|
|
/s/ Stephen A. Bondi
|
By:
|
|
Stephen A. Bondi
|
Title:
|
|
Vice President, Controller
|
Signature
|
|
Title
|
|
|
|
/s/ Krishnan Rajagopalan
|
|
Chief Executive Officer & Director
|
Krishnan Rajagopalan
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Mark R. Harris
|
|
Executive Vice President, Chief Financial Officer
|
Mark R. Harris
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Stephen A. Bondi
|
|
Vice President, Controller
|
Stephen A. Bondi
(Principal Accounting Officer)
|
|
|
|
|
|
/s/ Elizabeth L. Axelrod
|
|
Director
|
Elizabeth L. Axelrod
|
|
|
|
|
|
/s/ Clare M. Chapman
|
|
Director
|
Clare M. Chapman
|
|
|
|
|
|
/s/ Gary E. Knell
|
|
Director
|
Gary E. Knell
|
|
|
|
|
|
/s/ Lyle Logan
|
|
Director
|
Lyle Logan
|
|
|
|
|
|
/s/ T. Willem Mesdag
|
|
Director
|
T. Willem Mesdag
|
|
|
|
|
|
/s/ Stacey Rauch
|
|
Director
|
Stacey Rauch
|
|
|
|
|
|
/s/ Adam Warby
|
|
Director
|
Adam Warby
|
|
|
•
|
100,000,000 shares are designated as common stock, of which 19,170,352 shares were outstanding as of February 21, 2020; and
|
•
|
10,000,000 shares are designated as preferred stock, none of which were outstanding as of February 21, 2020.
|
•
|
prior to the time the stockholder became an interested stockholder, our Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
•
|
on consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced (excluding, for purposes of determining the number of shares outstanding, but not the outstanding voting stock owned by the interested
|
•
|
at or subsequent to such time the business combination is approved by our Board of Directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
|
1.
|
Definitions. All capitalized terms used herein, unless specifically defined herein, shall have the same meanings as established in the Program.
|
2.
|
Participation. Contingent upon the execution of the Agreement, the Company hereby grants to the Participant ____ PRSUs subject to the terms and conditions herein.
|
3.
|
Vesting of PRSUs.
|
a.
|
Subject to Section 3(b) and Section 4 below, all PRSUs granted under the Agreement shall vest in accordance with the Earn-Out Installments set forth in the Quota Purchase Agreement dated August 23, 2019 (the “QPA”), with 1) 50% vesting with the First Earn-Out Installment; and 2) 50% vesting with the Second Earn-Out Installment; provided the Participant has been in Continuous Service through each vesting date. For purposes of the Agreement, “Continuous Service” shall mean the Participant’s service with the Company or any Subsidiary or Affiliate as a quota holder has not been interrupted or terminated, and shall include any period during which the Participant is on an approved leave of absence from the Company or its Subsidiaries or Affiliates.
|
b.
|
Vesting of the PRSUs shall also be contingent upon the achievement of the respective Earn-Out Installments described in the QPA. The PRSUs awarded to the Participant shall only vest should the applicable Earn-Out Installment metrics being achieved.
|
c.
|
If the Participant’s Continuous Service is terminated as a result of the Participant’s death or Disability, all PRSUs granted to the Participant under the Agreement will immediately vest.
|
4.
|
Effect of Vesting.
|
a.
|
If, and at the time, the Participant’s PRSUs vest under the terms of Section 3 or Section 9, and subject to Section 7, such Participant shall receive as full consideration for the PRSUs the number of PRSUs which vested on such date.
|
b.
|
The PRSUs granted to the Participant shall be maintained in a bookkeeping account with the custodian appointed by the Human Resources & Compensation Committee (the “Committee”) from time to time (the “Custodian”) for such Participant if and until the PRSUs are converted into Shares pursuant to this Section 4, at which time the Shares shall be issued to the Participant in accordance with Section 5 below.
|
5.
|
Delivery of Shares to the Participant. As soon as practicable after the PRSUs vest and are converted into Shares, and subject to Section 7, the Custodian shall, without transfer or issue tax or other incidental expense to the Participant, deliver to the Participant by first-class insured mail addressed to the Participant at the address shown on page 1 or the last address of record on file with the Custodian, (i) a statement from the Custodian referencing the number of Shares held in the Participant’s name in a book entry account, or (ii) at the Participant’s request, certificate(s) for the number of Shares as to which the PRSUs vested. In any event, Shares due to the Participant shall be delivered as described above no later than March 15 of the year following the calendar year in which such PRSUs vest.
|
6.
|
Dividend Equivalents. The Company shall credit the Participant’s PRSU account with an amount equal to the dividends, if any, that would be paid with respect to the unvested PRSUs as if the PRSUs were actual Shares to a shareholder as of the record date. Such amount shall be credited to the Participant’s PRSU account at the same time dividends are paid with respect to the Shares, shall be subject to the vesting and forfeiture provisions set forth in Sections 3, 4 and 10 of the Agreement, and shall be paid in cash, as soon as practical following when the Participant’s related PRSUs vest and are issued as Shares to the Participant.
|
7.
|
Tax Withholdings and Payments.
|
a.
|
The Participant will pay withholding taxes attributable to the receipt of Shares from the PRSUs by having cash withheld by the Company or its Subsidiary or Affiliate that would otherwise be received by the Participant under the Agreement, or by any other method approved by the Committee.
|
b.
|
The Company shall deduct from the dividend equivalents paid to the Participant pursuant to Section 6 the Participant’s withholding obligation arising from such payment.
|
8.
|
Mandatory Holding Requirement. The Participant agrees not to transfer, sell, pledge, hypothecate or otherwise dispose of the Shares that are delivered to the Participant under this Agreement 180 days from the date such Shares vest.
|
9.
|
Forfeiture of PRSUs.
|
a.
|
Subject to the next following sentence, the Participant’s unvested PRSUs shall be forfeited to the Company upon the Participant’s termination of Continuous Service for any reason other than (a) the Participant’s death or Disability that occurs prior to the date the PRSUs vest as provided in Section 3 above or (b) the Participant’s termination of Continuous Service by the Company or any Subsidiary or Affiliate without Cause.
|
b.
|
The Participant’s unvested PRSUs shall also be forfeited to the Company in the event that the applicable Earn-Out Installment described in the QPA is not achieved.
|
c.
|
The Participant agrees that the Company or its Subsidiary or Affiliate may deduct from any amounts the Company or its Subsidiary or Affiliate owes the Participant from time to time, to the extent of any amounts the Participant owes the Company or its Subsidiary or Affiliate under this Section 10. The provisions of this section and any amounts repayable by the Participant hereunder are intended to be in addition to any rights to repayment the Company or its Subsidiary or Affiliate may have under applicable law.
|
10.
|
Miscellaneous.
|
a.
|
The Company or any Subsidiary or Affiliate shall have no obligation to continue any relationship as a result of an Award under the Program and/or the Agreement. The Participant acknowledges and agrees that: (i) the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the grant of PRSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of PRSUs; (iii) the PRSUs are not a part of normal or expected dividend payment for any purposes; (iv) the future value of the underlying shares is unknown and cannot be predicted with certainty; and (vii) in consideration of the grant of PRSUs, no claim or entitlement to compensation or damages shall arise from termination of the PRSUs or diminution in value of the PRSUs or Shares received upon vesting.
|
b.
|
The Company may amend, alter or discontinue the Agreement, without the consent of the Participant so long as such amendment, alteration or discontinuance would not impair any of the rights or obligations under any Award theretofore granted to the Participant under the Program. The Committee may amend the Agreement in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.
|
c.
|
The parties agree that the Agreement shall be governed by and interpreted and construed in accordance with the laws of the United States and, in particular, those of the State of Illinois without regard to its conflict of law principles, as Illinois is the situs of the principal corporate office of the Company. Furthermore, to the extent not prohibited under applicable law, and unless the Company affirmatively elects in writing to allow the proceeding to be brought (or itself brings such a proceeding) in a different venue, the parties agree that any suit, action or proceeding with respect to the Program, the PRSUs or the Agreement shall be brought in the state courts in Chicago, Illinois or in the U.S. District Court for the Northern District of Illinois. The parties hereby accept the exclusive jurisdiction of those courts for the purpose of any such suit, action or proceeding. Venue for any such action, in addition to any other venue required or otherwise mandated by statute, will be in Chicago, Illinois. Each party further agrees to waive any applicable right to a jury trial, and expressly elects to have the matter heard as a bench trial.
|
d.
|
Unless waived by the Company, any notice to the Company required under or relating to the Agreement shall be in writing and addressed to:
|
11.
|
Program Governs. All terms and conditions of the Program are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Program and the Agreement, the terms and conditions of the Program, as interpreted by the Committee, shall govern.
|
12.
|
Data Privacy. By signing above, the Participant voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section 13. The Participant is not obliged to consent to such collection, use, processing and transfer of personal data. However, the Participant’s failure to provide the consent may affect the Participant’s ability to participate in the Program. The Company and its Subsidiaries and Affiliates hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other rights or entitlements to shares of stock in the Participant’s favor, for the purpose of managing and administering the Program (“Data”). The Company, its Subsidiaries and its Affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Program, and the Company and any of its Subsidiaries or Affiliates may each further transfer Data to any third parties assisting in the implementation, administration and management of the Program. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Program, including any requisite transfer of such Data as may be required for the administration of the Program and/or the subsequent holding of Shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Program. The Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company; however, by withdrawing consent, the Participant will affect his or her ability to participate in the Program.
|
13.
|
Execution of the Agreement.
|
a.
|
The Parties agree that this Agreement shall be considered executed by both parties executing the Agreement on the first page hereof, which is a part hereof.
|
b.
|
This Agreement, or any amendments thereto, may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
|
1.
|
I have reviewed this annual report on Form 10-K of Heidrick & Struggles International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
Dated:
|
February 24, 2020
|
|
/s/ Krishnan Rajagopalan
|
|
|
|
Krishnan Rajagopalan
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Heidrick & Struggles International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
Dated:
|
February 24, 2020
|
|
/s/ Mark R. Harris
|
|
|
|
Mark R. Harris
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
Dated:
|
February 24, 2020
|
|
/s/ Krishnan Rajagopalan
|
|
|
|
Krishnan Rajagopalan
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
Dated:
|
February 24, 2020
|
|
/s/ Mark R. Harris
|
|
|
|
Mark R. Harris
|
|
|
|
Executive Vice President and Chief Financial Officer
|