SEC Form 10-Q filed by Heidrick & Struggles International Inc.

5/6/24 4:17:24 PM ET

Diversified Commercial Services

Consumer Discretionary

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hsii-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024

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

For the transition period from _______ to _______

Commission File Number: 0-25837

HEIDRICK & STRUGGLES INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware						36-2681268
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification Number)

233 South Wacker Drive-Suite 4900

Chicago, Illinois

60606-6303

(Address of Principal Executive Offices)

(312) 496-1200

(Registrant’s Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	HSII	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer," “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☒

Non-Accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 3, 2024, there were 20,248,494 shares of the Company’s common stock outstanding.

HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES

INDEX


		PAGE
PART I.	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	1

	Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2024 and 2023	2

	Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity for the three months ended March 31, 2024 and 2023	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023	4

	Unaudited Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31

Item 4.	Controls and Procedures	31

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 6.	Exhibits	33

	SIGNATURE	34

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)


	March 31, 2024		December 31, 2023
	(Unaudited)
Current assets
Cash and cash equivalents	$	252,831	$	412,618
Marketable securities	—		65,538
Accounts receivable, net of allowances of $7,517 and $6,954, respectively	172,953		133,128
Prepaid expenses	31,426		23,597
Other current assets	48,865		47,923
Income taxes recoverable	5,957		10,410
Total current assets	512,032		693,214

Non-current assets
Property and equipment, net	40,452		35,752
Operating lease right-of-use assets	85,053		86,063
Assets designated for retirement and pension plans	10,854		11,105
Investments	54,835		47,287
Other non-current assets	16,680		17,071
Goodwill	200,089		202,252
Other intangible assets, net	18,305		20,842
Deferred income taxes	27,170		28,005
Total non-current assets	453,438		448,377

Total assets	$	965,470	$	1,141,591

Current liabilities

Accounts payable	$	19,776	$	20,837
Accrued salaries and benefits	133,735		322,744
Deferred revenue	47,377		45,732
Operating lease liabilities	20,351		21,498
Other current liabilities	24,449		21,823
Income taxes payable	6,190		6,057
Total current liabilities	251,878		438,691

Non-current liabilities

Accrued salaries and benefits	50,263		52,108
Retirement and pension plans	69,572		62,100
Operating lease liabilities	78,050		78,204
Other non-current liabilities	41,152		41,808
Deferred income taxes	5,770		6,402
Total non-current liabilities	244,807		240,622

Total liabilities	496,685		679,313

Commitments and contingencies (Note 18)

Stockholders’ equity
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued at March 31, 2024 and December 31, 2023	—		—
Common stock, $0.01 par value, 100,000,000 shares authorized, 20,253,574 and 20,127,872 shares issued, 20,248,494 and 20,122,792 shares outstanding at March 31, 2024 and December 31, 2023, respectively	202		201
Treasury stock at cost, 5,080 shares at March 31, 2024 and December 31, 2023	(110)		(110)
Additional paid in capital	251,769		251,988
Retained earnings	220,886		210,070
Accumulated other comprehensive income (loss)	(3,962)		129
Total stockholders’ equity	468,785		462,278

Total liabilities and stockholders’ equity	$	965,470	$	1,141,591

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2024		2023
Revenue
Revenue before reimbursements (net revenue)	$	265,197	$	239,317
Reimbursements	3,901		2,802
Total revenue	269,098		242,119

Operating expenses
Salaries and benefits	174,413		158,859
General and administrative expenses	41,363		34,327
Cost of services	27,432		22,832
Research and development	5,715		5,528


Reimbursed expenses	3,901		2,802
Total operating expenses	252,824		224,348

Operating income	16,274		17,771

Non-operating income
Interest, net	4,086		3,249
Other, net	2,571		1,809
Net non-operating income	6,657		5,058

Income before income taxes	22,931		22,829

Provision for income taxes	8,899		7,243

Net income	14,032		15,586

Other comprehensive income (loss), net of tax
Foreign currency translation adjustment	(4,058)		402
Net unrealized gain (loss) on available-for-sale investments	(33)		41

Other comprehensive income (loss), net of tax	(4,091)		443

Comprehensive income	$	9,941	$	16,029

Weighted-average common shares outstanding
Basic	20,144		19,904

Diluted	21,040		20,569

Earnings per common share
Basic	$	0.70	$	0.78
Diluted	$	0.67	$	0.76

Cash dividends paid per share	$	0.15	$	0.15

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except per share amounts)

(Unaudited)


							Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Common Stock			Treasury Stock
	Shares	Amount		Shares	Amount
Balance at December 31, 2023	20,127	$	201	5	$	(110)	$	251,988	$	210,070	$	129	$	462,278
Net income	—	—		—	—		—		14,032		—		14,032

Other comprehensive loss, net of tax	—	—		—	—		—		—		(4,091)		(4,091)
Common and treasury stock transactions:
Stock-based compensation				—	—		2,644		—		—		2,644
Vesting of equity awards, net of tax withholding	127	1		—	—		(2,863)		—		—		(2,862)

Cash dividends declared ($0.15 per share)	—	—		—	—		—		(3,018)		—		(3,018)
Dividend equivalents on restricted stock units	—	—		—	—		—		(198)		—		(198)

Balance at March 31, 2024	20,254	$	202	5	$	(110)	$	251,769	$	220,886	$	(3,962)	$	468,785


							Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Common Stock			Treasury Stock
	Shares	Amount		Shares	Amount
Balance at December 31, 2022	19,866	$	199	5	$	(191)	$	246,630	$	168,197	$	(4,189)	$	410,646
Net income	—	—		—	—		—		15,586		—		15,586

Other comprehensive income, net of tax	—	—		—	—		—		—		443		443
Common and treasury stock transactions:
Stock-based compensation	—	—		—	—		1,853		—		—		1,853
Vesting of equity awards, net of tax withholding	172	1		—	—		(4,142)		—		—		(4,141)
Clawback of equity awards	—	—		5	(163)		—		—		—		(163)
Cash dividends declared ($0.15 per share)	—	—		—	—		—		(3,006)		—		(3,006)
Dividend equivalents on restricted stock units	—	—		—	—		—		(106)		—		(106)

Balance at March 31, 2023	20,038	$	200	10	$	(354)	$	244,341	$	180,671	$	(3,746)	$	421,112

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months ended March 31,
	2024		2023
Cash flows - operating activities
Net income	$	14,032	$	15,586
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	4,790		3,873
Deferred income taxes	(87)		6,669
Stock-based compensation expense	2,644		1,853
Accretion expense related to earnout payments	466		191
Gain on marketable securities	(539)		(1,645)
Loss on disposal of property and equipment	14		130

Changes in assets and liabilities:
Accounts receivable	(41,125)		(24,332)
Accounts payable	(2,069)		(1,137)
Accrued expenses	(182,590)		(325,975)

Deferred revenue	1,951		147
Income taxes recoverable and payable, net	4,723		(3,083)
Retirement and pension plan assets and liabilities	5,453		6,070
Prepaid expenses	(7,991)		(7,135)
Other assets and liabilities, net	(3,096)		(8,243)
Net cash used in operating activities	(203,424)		(337,031)

Cash flows - investing activities
Acquisition of businesses, net of cash acquired	—		(29,907)
Capital expenditures	(6,173)		(3,808)

Purchases of marketable securities and investments	(5,400)		(6,172)
Proceeds from sales of marketable securities and investments	66,285		267,965
Net cash provided by investing activities	54,712		228,078

Cash flows - financing activities




Cash dividends paid	(3,216)		(3,112)
Payment of employee tax withholdings on equity transactions	(2,862)		(4,141)
Acquisition earnout payments	—		(35,946)
Net cash used in financing activities	(6,078)		(43,199)

Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash	(4,997)		1,396

Net decrease in cash, cash equivalents and restricted cash	(159,787)		(150,756)
Cash, cash equivalents and restricted cash at beginning of period	412,618		355,489
Cash, cash equivalents and restricted cash at end of period	$	252,831	$	204,733

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except per share figures and percentages)

(Unaudited)

1. Basis of Presentation of Interim Financial Information

The accompanying unaudited Condensed Consolidated Financial Statements of Heidrick & Struggles International, Inc. and subsidiaries (the "Company") have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Significant items subject to estimates and assumptions include revenue recognition, income taxes, interim effective tax rate and the assessment of goodwill, other intangible assets and long-lived assets for impairment. Estimates are subject to a degree of uncertainty and actual results could differ from these estimates. In the opinion of management, all adjustments necessary to fairly present the financial position of the Company at March 31, 2024 and December 31, 2023, the results of operations for the three months ended March 31, 2024 and 2023 and its cash flows for the three months ended March 31, 2024 and 2023 have been included and are of a normal, recurring nature except as otherwise disclosed. These financial statements and notes are to be read in conjunction with the Company’s Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 4, 2024.

2. Summary of Significant Accounting Policies

A complete listing of the Company’s significant accounting policies is discussed in Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Revenue Recognition

See Note 3, Revenue.

Cost of Services

Cost of services consists of third-party contractor costs related to the delivery of various services in the Company's On-Demand Talent and Heidrick Consulting operating segments.

Research and Development

Research and development expense consists of payroll, employee benefits, stock-based compensation, other employee expenses and third-party professional fees associated with new product development.

Marketable Securities

The Company’s marketable securities consist of available-for-sale debt securities with original maturities exceeding three months.

Restricted Cash

The following table provides a reconciliation of the cash and cash equivalents between the Condensed Consolidated Balance Sheets and the Condensed Consolidated Statements of Cash Flows as of March 31, 2024, and 2023, and December 31, 2023, and 2022:


	March 31,				December 31,
	2024		2023		2023		2022
Cash and cash equivalents	$	252,831	$	204,691	$	412,618	$	355,447

Restricted cash included within other non-current assets	—		42		—		42
Total cash, cash equivalents and restricted cash	$	252,831	$	204,733	$	412,618	$	355,489

Earnings per Common Share

Basic earnings per common share are computed by dividing net income by weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Common equivalent shares are excluded from the determination of diluted earnings per share in periods in which they have an anti-dilutive effect.

The following table sets forth the computation of basic and diluted earnings per share:


	Three Months Ended March 31,
	2024		2023
Net income	$	14,032	$	15,586
Weighted average shares outstanding:
Basic	20,144		19,904
Effect of dilutive securities:
Restricted stock units	593		501
Performance stock units	303		164
Diluted	21,040		20,569
Basic earnings per share	$	0.70	$	0.78
Diluted earnings per share	$	0.67	$	0.76

Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use assets, Current liabilities - Operating lease liabilities and Non-current liabilities - Operating lease liabilities in the Company's Condensed Consolidated Balance Sheets. The Company does not have any leases that meet the finance lease criteria.

Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, an incremental borrowing rate based on the information available at the commencement date is used in determining the present value of lease payments. The operating lease right-of-use asset also includes any lease payments made in advance and any accrued rent expense balances. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease and non-lease components. For office leases, the Company accounts for the lease and non-lease components as a single lease component. For equipment leases, such as vehicles and office equipment, the Company accounts for the lease and non-lease components separately.

Goodwill

See Note 9, Goodwill and Other Intangible Assets

Recently Issued Financial Accounting Standards

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The standard is intended to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statements.

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The standard is intended to improve reportable segment disclosure requirements for public business entities primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit (referred to as the “significant expense principle”). This guidance is effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. The Company is currently evaluating the impact of this guidance on its financial statements.

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The guidance was intended to provide temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. This guidance is effective March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2024. The new guidance is not expected to have a material effect on the Company's financial statements.

3. Revenue

Executive Search

Revenue is recognized as performance obligations are satisfied by transferring a good or service to a client. Generally, each executive search contract contains one performance obligation which is the process of identifying potentially qualified candidates for a specific client position. In most contracts, the transaction price includes both fixed and variable consideration. Fixed compensation is comprised of a retainer, equal to approximately one-third of the estimated first year compensation for the position to be filled, and indirect expenses, equal to a specified percentage of the retainer, as defined in the contract. The Company generally bills clients for the retainer and indirect expenses in one-third increments over a three-month period commencing in the month of a client’s acceptance of the contract. If actual compensation of a placed candidate exceeds the original compensation estimate, the Company is often authorized to bill the client for one-third of the excess compensation. The Company refers to this additional billing as uptick revenue. In most contracts, variable consideration is comprised of uptick revenue and direct expenses. The Company bills its clients for uptick revenue upon completion of the executive search, and direct expenses are billed as incurred.

The Company estimates uptick revenue at contract inception, based on a portfolio approach, utilizing the expected value method based on a historical analysis of uptick revenue realized in the Company’s geographic regions and industry practices, and initially records a contract’s uptick revenue in an amount that is probable not to result in a significant reversal of cumulative revenue recognized when the actual amount of uptick revenue for the contract is known. Differences between the estimated and actual amounts of variable consideration are recorded when known. The Company does not estimate revenue for direct expenses as it is not materially different than recognizing revenue as direct expenses are incurred.

Revenue from executive search engagement performance obligations is recognized over time as clients simultaneously receive and consume the benefits provided by the Company's performance. Revenue from executive search engagements is recognized over the expected average period of performance, in proportion to the estimated personnel time incurred to fulfill the obligations under the executive search contract. Revenue is generally recognized over a period of approximately six months.

The Company's executive search contracts contain a replacement guarantee which provides for an additional search to be completed, free of charge except for expense reimbursements, should the candidate presented by the Company be hired by the client and subsequently terminated by the client for performance reasons within a specified period of time. The replacement guarantee is an assurance warranty, which is not a performance obligation under the terms of the executive search contract, as the Company does not provide any services under the terms of the guarantee that transfer benefits to the client in excess of assuring that the identified candidate complies with the agreed-upon specifications. The Company accounts for the replacement guarantee under the relevant warranty guidance in Accounting Standards Codification 460 - Guarantees.

On-Demand Talent

The Company enters into contracts with clients that outline the general terms and conditions of the assignment to provide on-demand consultants for various types of consulting projects, which consultants may be independent contractors or temporary employees. The consideration the Company expects to receive under each contract is dependent on the time-based fees specified in the contract. Revenue from on-demand engagement performance obligations is recognized over time as clients simultaneously receive and consume the benefits provided by the Company's performance. The Company has applied the practical expedient to recognize revenue for these services in the amount to which the Company has a right to invoice the client, as this amount corresponds directly with the value provided to the client for the performance completed to date. For transactions where a third-party contractor is involved in providing the services to the client, the Company reports the revenue and the related direct costs on a gross basis as it has determined that it is the principal in the transaction. The Company is primarily responsible for fulfilling the promise to provide consulting services to its clients and the Company has discretion in establishing the prices charged to clients for the consulting services and is able to contractually obligate the independent service provider to deliver services and deliverables that the Company has agreed to provide to its clients.

Heidrick Consulting

Revenue is recognized as performance obligations are satisfied by transferring a good or service to a client. Heidrick Consulting enters into contracts with clients that outline the general terms and conditions of the assignment to provide succession planning, executive assessment, top team and board effectiveness and culture shaping programs. The consideration the Company expects to receive under each contract is generally fixed. Most of the Company's consulting contracts contain one performance obligation, which is the overall process of providing the consulting service requested by the client. The majority of the Company's consulting revenue is recognized over time utilizing input methods. Revenue recognition over time for the majority of the Company's consulting engagements is measured by total cost or time incurred as a percentage of the total estimated cost or time on the consulting engagement.

Contract Balances

Contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. Contract assets and liabilities are classified as current due to the nature of the Company's contracts, which are completed within one year. Contract assets are included within Other current assets on the Condensed Consolidated Balance Sheets.

Unbilled receivables: Unbilled receivables represents contract assets from revenue recognized over time in excess of the amount billed to the client and the amount billed to the client is solely dependent upon the passage of time. This amount includes revenue recognized in excess of billed Executive Search retainers, Heidrick Consulting fees, and On-Demand Talent fees.

Contract assets: Contract assets represent revenue recognized over time in excess of the amount billed to the client, and the amount billed to the client is not solely subject to the passage of time. This amount primarily includes revenue recognized for upticks and contingent placement fees in executive search contracts.

Deferred revenue: Contract liabilities consist of deferred revenue, which is equal to billings in excess of revenue recognized.

The following table outlines the changes in the contract asset and liability balances from December 31, 2023, to March 31, 2024:


	March 31, 2024		December 31, 2023		Change
Contract assets
Unbilled receivables, net	$	17,335	$	15,318	$	2,017
Contract assets	16,540		16,774		(234)
Total contract assets	33,875		32,092		1,783

Contract liabilities
Deferred revenue	$	47,377	$	45,732	$	1,645

During the three months ended March 31, 2024, the Company recognized revenue of $31.2 million that was included in the contract liabilities balance at the beginning of the period. The amount of revenue recognized during the three months ended March 31, 2024, from performance obligations partially satisfied in previous periods as a result of changes in the estimates of variable consideration was $10.1 million.

Each of the Company's contracts has an expected duration of one year or less. Accordingly, the Company has elected to utilize the available practical expedient related to the disclosure of the transaction price allocated to the remaining performance obligations under its contracts. The Company has also elected the available practical expedients related to adjusting for the effects of a significant financing component and the capitalization of contract acquisition costs. The Company charges and collects from its clients sales tax and value added taxes as required by certain jurisdictions. The Company has made an accounting policy election to exclude these items from the transaction price in its contracts.

4. Credit Losses

The Company is exposed to credit losses primarily through the provision of its executive search, consulting, and on-demand talent services. The Company’s expected credit loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of clients' trade accounts receivables. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is primarily based on historical loss-rate experience. When required, the Company adjusts the loss-rate methodology to account for current conditions and reasonable and supportable expectations of future economic and market conditions. The Company generally assesses future economic conditions for a period of sixty to ninety days, which corresponds with the contractual life of its accounts receivables. Additionally, specific allowance amounts are established to record the appropriate provision for clients that have a higher probability of default. The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of clients' financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible.

The activity in the allowance for credit losses on the Company's trade receivables is as follows:


Balance at December 31, 2023	$	6,954
Provision for credit losses	1,864
Write-offs	(1,267)
Foreign currency translation	(34)
Balance at March 31, 2024	$	7,517

There were no investments with unrealized losses at March 31, 2024 and December 31, 2023.

5. Property and Equipment, net

The components of the Company’s property and equipment are as follows:


	March 31, 2024		December 31, 2023
Leasehold improvements	$	48,230	$	45,050
Office furniture, fixtures and equipment	15,638		14,775
Computer equipment and software	41,140		38,798
Property and equipment, gross	105,008		98,623
Accumulated depreciation	(64,556)		(62,871)
Property and equipment, net	$	40,452	$	35,752

Depreciation expense for the three months ended March 31, 2024, and 2023, was $2.5 million and $2.0 million, respectively.

6. Leases

The Company's lease portfolio is comprised of operating leases for office space and equipment. The majority of the Company's leases include both lease and non-lease components, which the Company accounts for differently depending on the underlying class of asset. Certain of the Company's leases include one or more options to renew or terminate the lease at the Company's discretion. Generally, the renewal and termination options are not included in the right-of-use assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal and termination options and, when they are reasonably certain of exercise, includes the renewal or termination option in the lease term.

As most of the Company's leases do not provide an implicit interest rate, the Company utilizes an incremental borrowing rate based on the information available at the commencement date of the lease in determining the present value of lease payments. The Company has a centrally managed treasury function and, therefore, a portfolio approach is applied in determining the incremental borrowing rate. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a fully collateralized basis over a similar term in an amount equal to the total lease payments in a similar economic environment.

As of March 31, 2024, office leases have remaining lease terms that range from less than one year to 11.6 years, some of which also include options to extend or terminate the lease. Most office leases contain both fixed and variable lease payments. Variable lease costs consist primarily of rent escalations based on an established index or rate and taxes, insurance, and common area or other maintenance costs, which are paid based on actual costs incurred by the lessor. The Company has elected to utilize the available practical expedient to not separate lease and non-lease components for office leases.

As of March 31, 2024, equipment leases, which are comprised of vehicle and office equipment leases, have remaining terms that range from less than one year to 4.9 years, some of which also include options to extend or terminate the lease. The Company's equipment leases do not contain variable lease payments. The Company separates the lease and non-lease components for its equipment leases. Equipment leases do not comprise a significant portion of the Company's lease portfolio.

Lease cost components included within Operating expenses - General and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income were as follows:


	Three Months Ended March 31,
	2024		2023
Operating lease cost	$	5,637	$	4,525
Variable lease cost	2,455		$	1,916
Total lease cost	$	8,092	$	6,441

Supplemental cash flow information related to the Company's operating leases is as follows for the three months ended March 31:


	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,539	$	4,811
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	3,993	$	2,570

The weighted average remaining lease term and weighted average discount rate for operating leases as of March 31, are as follows:


	2024		2023
Weighted Average Remaining Lease Term
Operating leases	7.3 years		6.3 years
Weighted Average Discount Rate
Operating leases	4.92	%	3.49	%

The future maturities of the Company's operating lease liabilities as of March 31, 2024, for the years ended December 31 are as follows:


	Operating Lease Maturity
2024	$	15,812
2025	16,952
2026	15,349
2027	15,082
2028	11,676
Thereafter	45,265
Total lease payments	120,136
Less: Interest	21,735
Present value of lease liabilities	$	98,401

7. Financial Instruments and Fair Value

Cash, Cash Equivalents and Marketable Securities

The Company's investments in marketable debt securities, which consist of U.S. Treasury bills, are classified and accounted for as available-for-sale. The Company classifies its marketable debt securities as either short-term or long-term based on each instrument's underlying contractual maturity date. Unrealized gains and losses on marketable debt securities classified as available-for-sale are recognized in Accumulated other comprehensive income (loss) in the Condensed Consolidated Balance Sheets until realized.

The Company's cash, cash equivalents, and marketable securities by significant investment category are as follows:



	Amortized Cost		Unrealized Gains		Fair Value		Cash and Cash Equivalents
Balance at March 31, 2024
Cash							$	168,635

Level 1(1):
Money market funds							14,018
U.S. Treasury securities	$	70,169	$	9	$	70,178	70,178
Total Level 1	70,169		9		70,178		84,196




Total	$	70,169	$	9	$	70,178	$	252,831



	Amortized Cost		Unrealized Gains		Fair Value		Cash and Cash Equivalents		Marketable Securities
Balance at December 31, 2023
Cash							$	221,980	$	—

Level 1(1):
Money market funds							13,906		—
U.S. Treasury securities	$	242,228	$	42	$	242,270	176,732		65,538
Total Level 1	242,228		42		242,270		190,638		65,538

Total	$	242,228	$	42	$	242,270	$	412,618	$	65,538

(1)Level 1 – Quoted prices in active markets for identical assets and liabilities.

Investments, Assets Designated for Retirement and Pension Plans and Associated Liabilities

The Company has a U.S. non-qualified deferred compensation plan that consists primarily of U.S. marketable securities and mutual funds. The aggregate cost basis for these investments was $42.5 million and $37.2 million as of March 31, 2024, and December 31, 2023, respectively.

The Company also maintains a pension plan for certain current and former employees in Germany. The pensions are individually fixed Euro amounts that vary depending on the function and the eligible years of service of the employee. The Company’s investment strategy is to support its pension obligations through reinsurance contracts. The BaFin—German Federal Financial Supervisory Authority—supervises the insurance companies and the reinsurance contracts. The BaFin requires each reinsurance contract to guarantee a fixed minimum return. The Company’s pension benefits are fully reinsured by group insurance contracts with ERGO Lebensversicherung AG, and the group insurance contracts are measured in accordance with BaFin guidelines (including mortality tables and discount rates) which are considered Level 2 inputs.

The following tables provide a summary of the fair value measurements for each major category of investments, assets designated for retirement and pension plans and associated liabilities measured at fair value:


			Balance Sheet Classification
			Current Assets		Non-Current Assets				Current Liabilities		Non-current Liabilities
	Fair Value		Other Current Assets		Assets Designated for Retirement and Pension Plans		Investments		Other Current Liabilities		Retirement and Pension Plans
Balance at March 31, 2024

Measured on a recurring basis:
Level 1(1):
U.S. non-qualified deferred compensation plan	$	54,835	$	—	$	—	$	54,835	$	—	$	—

Level 2(2):
Retirement and pension plan assets	12,114		1,260		10,854		—		—		—
Pension benefit obligation	(14,090)		—		—		—		(1,260)		(12,830)
Total Level 2	(1,976)		1,260		10,854		—		(1,260)		(12,830)





Total	$	52,859	$	1,260	$	10,854	$	54,835	$	(1,260)	$	(12,830)


			Balance Sheet Classification
			Current Assets		Non-Current Assets				Current Liabilities		Non-current Liabilities
	Fair Value		Other Current Assets		Assets Designated for Retirement and Pension Plans		Investments		Other Current Liabilities		Retirement and Pension Plans
Balance at December 31, 2023

Measured on a recurring basis:
Level 1(1):
U.S. non-qualified deferred compensation plan	$	47,287	$	—	$	—	$	47,287	$	—	$	—

Level 2(2):
Retirement and pension plan assets	12,394		1,289		11,105		—		—		—
Pension benefit obligation	(14,416)		—		—		—		(1,289)		(13,127)
Total Level 2	(2,022)		1,289		11,105		—		(1,289)		(13,127)





Total	$	45,265	$	1,289	$	11,105	$	47,287	$	(1,289)	$	(13,127)

(1)Level 1 – Quoted prices in active markets for identical assets and liabilities.

(2)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.

Contingent Consideration and Compensation

The former owners of certain of the Company's acquired businesses are eligible to receive additional cash consideration based on the attainment of certain operating metrics in the periods subsequent to acquisition. Contingent consideration and compensation are valued using significant inputs that are not observable in the market, which are defined as Level 3 inputs pursuant to fair value measurement accounting. The Company determines the fair value of contingent consideration and compensation using a variation of the income approach, known as the real options method. The significant unobservable inputs utilized in the real options method include (1) revenue forecasts; (2) operating expense forecasts; (3) the discount rate; and (4) volatility.

The following table provides a reconciliation of the beginning and ending balance of Level 3 liabilities for the three months ended March 31, 2024:


	Earnout		Contingent Compensation
Balance at December 31, 2023	$	(38,601)	$	(18,878)

Earnout accretion	(466)		—
Compensation expense	—		(1,988)

Payments	—		4,821
Foreign currency translation	812		491

Balance at March 31, 2024	$	(38,255)	$	(15,554)

Earnout accruals of $38.3 million and $38.6 million were recorded within Non-current liabilities - Other non-current liabilities as of March 31, 2024, and December 31, 2023, respectively. Contingent compensation accruals of $4.1 million and $6.0 million are recorded within Current liabilities - Accrued salaries and benefits as of March 31, 2024, and December 31, 2023, respectively, and contingent compensation accruals of $11.4 million and $12.9 million are recorded within Non-current liabilities - Accrued salaries and benefits as of March 31, 2024, and December 31, 2023, respectively.

8. Acquisitions

On February 1, 2023, the Company acquired Atreus Group GmbH ("Atreus"), a leading provider of executive interim management in Germany. The Company paid $33.4 million in the first quarter of 2023, with a subsequent purchase price adjustment payment of $12.1 million in the fourth quarter of 2023. The former owners of Atreus are eligible to receive additional cash consideration, which the Company estimated on the acquisition date to be between $30.0 million and $40.0 million, to be paid in 2026 based on the achievement of certain revenue and operating income milestones for the period from the acquisition date through 2025. When estimating the present value of future cash consideration, the Company accrued an estimated $32.0 million as of the acquisition date for the earnout liability. The Company recorded $11.3 million for customer relationships, $5.4 million for software, $2.5 million for a trade name and $62.4 million of goodwill. Goodwill is primarily related to the acquired workforce and strategic fit and is not deductible for tax purposes.

On April 1, 2023, the Company acquired businessfourzero, a next generation consultancy specializing in developing and implementing purpose-driven change. In connection with the acquisition, the Company paid $9.5 million in the second quarter of 2023 with a subsequent purchase price adjustment payment of $2.2 million paid in the third quarter of 2023. The former owners of businessfourzero are eligible to receive additional cash consideration, which the Company estimated on the acquisition date to be between $4.0 million and $8.0 million, to be paid in 2026 based on the achievement of certain revenue and operating income metrics for the period from the acquisition date through 2025. When estimating the present value of future cash consideration, the Company accrued an estimated $4.3 million as of the acquisition date for the earnout liability. The Company recorded $3.5 million for customer relationships, $0.5 million for a trade name, and $7.1 million of goodwill. The goodwill is primarily related to the acquired workforce and strategic fit.

9. Goodwill and Other Intangible Assets

Goodwill

The Company's goodwill by segment (for the segments that had recorded goodwill) is as follows:


	March 31, 2024		December 31, 2023
Executive Search
Americas	$	91,547	$	91,740
Europe	1,460		1,494

Total Executive Search	93,007		93,234
On-Demand Talent	107,082		109,018
Heidrick Consulting	7,246		7,246
Goodwill, gross	207,335		209,498
Accumulated impairment	(7,246)		(7,246)
Total goodwill	$	200,089	$	202,252

Changes in the carrying amount of goodwill by segment (for the segments that had recorded goodwill) for the three months ended March 31, 2024, are as follows:


	Executive Search				On-Demand Talent	Heidrick Consulting
	Americas		Europe							Total
Goodwill	$	91,740	$	1,494		$	109,018	$	7,246	$	209,498
Accumulated impairment losses	—		—			—		(7,246)		(7,246)
Balance at December 31, 2023	91,740		1,494			109,018		—		202,252




Foreign currency translation	(193)		(34)			(1,936)		—		(2,163)

Goodwill	91,547		1,460			107,082		7,246		207,335
Accumulated impairment losses	—		—			—		(7,246)		(7,246)
Balance at March 31, 2024	$	91,547	$	1,460		$	107,082	$	—	$	200,089

Other Intangible Assets, net

The Company’s other intangible assets, net by segment, are as follows:


	March 31, 2024		December 31, 2023
Executive Search
Americas	$	17	$	22
Europe	79		95

Total Executive Search	96		117
On-Demand Talent	15,541		17,689
Heidrick Consulting	2,668		3,036
Total other intangible assets, net	$	18,305	$	20,842

The carrying amount of amortizable intangible assets and the related accumulated amortization are as follows:


	Weighted Average Life (Years)	March 31, 2024						December 31, 2023
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Client relationships	10.1	$	25,819	$	(12,489)	$	13,330	$	26,195	$	(11,443)	$	14,752
Trade name	3.0	4,996		(3,317)		1,679		5,067		(3,069)		1,998
Software	3.0	8,504		(5,208)		3,296		8,629		(4,537)		4,092
Total intangible assets	8.2	$	39,319	$	(21,014)	$	18,305	$	39,891	$	(19,049)	$	20,842

Intangible asset amortization expense for the three months ended March 31, 2024, and 2023, was $2.3 million and $1.9 million, respectively.

The Company's estimated future amortization expense related to intangible assets as of March 31, 2024, for the following years ended December 31, is as follows:


2024	$	5,458
2025	5,863
2026	2,486
2027	1,512
2028	885
Thereafter	2,101
Total	$	18,305

10. Other Current and Non-current Assets and Liabilities

The components of other current assets are as follows:


	March 31, 2024		December 31, 2023
Contract assets	$	33,875	$	32,092
Other	14,990		15,831
Total other current assets	$	48,865	$	47,923

The components of other non-current liabilities are as follows:


	March 31, 2024		December 31, 2023
Earnout liability	$	38,255	$	38,601
Other	2,897		3,207
Total other non-current liabilities	$	41,152	$	41,808

11. Line of Credit

On February 24, 2023, the Company entered into the Second Amendment (the “Second Amendment”) to the Credit Agreement, dated as of October 26, 2018 (the “Credit Agreement” and, as amended by the First Amendment to Credit Agreement, dated as of July 13, 2021, and the Second Amendment, the "Amended Credit Agreement") by and among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto. The Second Amendment changed the interest rate benchmark, from LIBOR to the Secured Overnight Financing Rate (“SOFR”). At the Company's option, borrowings under the Amended Credit Agreement will bear interest at one-, three- or six-month term SOFR, or an alternate base rate as set forth in the Amended Credit Agreement, in each case plus an applicable margin. Additionally, the Amended Credit Agreement provides the Company with a committed unsecured revolving credit facility in an aggregate amount of $200 million, increased in the Second Amendment from $175 million as set forth in the original version of the Credit Agreement, which includes a sublimit of $25 million for letters of credit and a sublimit of $10 million for swingline loans, with a $75 million expansion feature. The Amended Credit Agreement matures on July 13, 2026.

Borrowings under the Amended Credit Agreement may be used for working capital, capital expenditures, permitted acquisitions, restricted payments and for other general corporate purposes of the Company and its subsidiaries. The obligations under the Amended Credit Agreement are guaranteed by certain of the Company’s subsidiaries.

As of March 31, 2024, and December 31, 2023, the Company had no outstanding borrowings. As of such dates, the Company was in compliance with the financial and other covenants under the Amended Credit Agreement and no event of default existed.

12. Stock-Based Compensation and Common Stock

On May 25, 2023, the stockholders of the Company approved an amendment to the Company's Third Amended and Restated 2012 Heidrick & Struggles GlobalShare Program (as so amended, the "Fourth A&R Program") to increase the number of shares of common stock reserved for issuance under the 2012 program by 1,060,000 shares. The Fourth A&R Program

provides for grants of stock options, stock appreciation rights, restricted stock units, performance stock units, and other stock-based compensation awards that are valued based upon the grant date fair value of the awards. These awards may be granted to directors, selected employees and independent contractors.

As of March 31, 2024, 4,679,904 awards have been issued under the Fourth A&R Program, including 792,136 forfeited awards, and 522,232 shares remain available for future awards. The Fourth A&R Program provides that no awards can be granted after May 25, 2033.

The Company measures its stock-based compensation costs based on the grant date fair value of the awards and recognizes these costs over the requisite service period.

A summary of information with respect to stock-based compensation is as follows:


	Three Months Ended March 31,
	2024		2023
Salaries and benefits (1)	$	3,441	$	2,597

Income tax benefit related to stock-based compensation included in net income	949		715

(1) Includes $0.8 million of expense related to cash-settled restricted stock units for each of the three months ended March 31, 2024, and 2023.

Restricted Stock Units

Restricted stock units granted to employees are subject to ratable vesting over a three-year or four-year period dependent upon the terms of the individual grant. Compensation expense related to service-based restricted stock units is recognized on a straight-line basis over the vesting period.

Non-employee members of the Board of Directors may elect to receive restricted stock units or shares of common stock annually pursuant to the Fourth A&R Program as part of their annual compensation. Based on their respective elections, the Company issued no restricted stock units for services provided by the non-employee directors during the three months ended March 31, 2024, and 2023, respectively. Restricted stock units issued to non-employee directors remain unvested until the respective non-employee directors retire from the Board of Directors.

Restricted stock unit activity for the three months ended March 31, 2024, is as follows:


	Number of Restricted Stock Units	Weighted- Average Grant-Date Fair Value
Outstanding on December 31, 2023	686,741	$	30.33
Granted	240,255	33.13
Vested and converted to common stock	(110,546)	37.61
Forfeited	(7,091)	30.15
Outstanding on March 31, 2024	809,359	$	30.17

As of March 31, 2024, there was $12.4 million of pre-tax unrecognized compensation expense related to unvested restricted stock units, which is expected to be recognized over a weighted average of 2.6 years.

Performance Stock Units

The Company grants performance stock units to certain of its senior executives. The majority of performance stock units are subject to cliff vesting at the end of a three-year period. The vesting will vary between 0% and 200% based on the attainment of certain performance and market conditions over the three-year vesting period. Half of the award is based on the achievement of adjusted operating margin or Adjusted EBITDA margin thresholds and half of the award is based on the Company's total shareholder return, relative to a peer group. The fair value of the awards subject to total shareholder return metrics is determined using the Monte Carlo simulation model. A Monte Carlo simulation model uses stock price volatility and other variables to estimate the probability of satisfying the performance conditions and the resulting fair value of the award. The performance stock units are expensed on a straight-line basis over the three-year vesting period.

Certain of the Company's senior executives are granted performance stock units that are subject to ratable vesting over a four-year period. The vesting will vary between 0% and 100% of the shares subject to the performance stock units based on the attainment of specified stock price hurdles over the vesting period. The fair value of the awards subject to such stock price hurdles is determined using the Monte Carlo simulation model. The performance stock units are expensed on a straight-line basis over the four-year vesting period.

Performance stock unit activity for the three months ended March 31, 2024, is as follows:


	Number of Performance Stock Units	Weighted- Average Grant-Date Fair Value
Outstanding on December 31, 2023	239,625	$	41.91
Granted	273,536	31.50
Vested and converted to common stock	(104,154)	44.18
Forfeited	(720)	27.82
Outstanding on March 31, 2024	408,287	$	34.38

As of March 31, 2024, there was $11.1 million of pre-tax unrecognized compensation expense related to unvested performance stock units, which is expected to be recognized over a weighted average of 2.7 years.

Phantom Stock Units

Phantom stock units are grants of phantom stock with respect to shares of the Company's common stock that are settled in cash and are subject to various restrictions, including restrictions on transferability, vesting and forfeiture provisions. Shares of phantom stock that do not vest for any reason will be forfeited by the recipient and will revert to the Company.

Phantom stock units are subject to vesting over a period of four years, and such vesting is subject to certain other conditions, including continued service to the Company. As a result of the cash-settlement feature of the awards, the Company classifies the awards as liability awards, which are measured at fair value at each reporting date and the vested portion of the award is recognized as a liability to the extent that the service condition is deemed probable. The fair value of the phantom stock awards on the balance sheet date is determined using the closing share price of the Company's common stock on that date.

The Company recorded phantom stock-based compensation expense of $0.8 million for both the three months ended March 31, 2024, and 2023.

Phantom stock unit activity for the three months ended March 31, 2024, is as follows:


			Number of Phantom Stock Units
Outstanding on December 31, 2023			187,301
Granted			—
Vested			—
Forfeited			—
Outstanding on March 31, 2024			187,301

As of March 31, 2024, there was $1.0 million of pre-tax unrecognized compensation expense related to unvested phantom stock units, which is expected to be recognized over a weighted average of 2.1 years.

Common Stock

Non-employee members of the Board of Directors may elect to receive restricted stock units or shares of common stock annually pursuant to the Fourth A&R Program as part of their annual compensation, which is typically issued in the second quarter each year. The Company issued no shares of common stock for services provided by the non-employee directors during the three months ended March 31, 2024, and 2023, respectively.

On February 11, 2008, the Company's Board of Directors authorized management to repurchase shares of the Company's common stock with an aggregate purchase price of up to $50 million (the "Repurchase Authorization"). From time to time and as business conditions warrant, the Company may purchase shares of its common stock on the open market or in negotiated or block trades. No time limit has been set for completion of this program. There were no purchases of common stock during the three months ended March 31, 2023, and 2024. As of March 31, 2024, the Company has purchased 1,074,670 shares of its common stock pursuant to the Repurchase Authorization for a total of $29.2 million and $20.8 million remains available for future purchases under the Repurchase Authorization.

13. Restructuring

During the year ended December 31, 2020, the Company implemented a restructuring plan (the "2020 Plan") to optimize future growth and profitability. The primary components of the 2020 Plan included a workforce reduction, a reduction of the Company's real estate expenses and professional fees, and the elimination of certain deferred compensation programs. The Company did not incur any charges during the three months ended March 31, 2024, and 2023, and does not anticipate incurring any future charges under the 2020 Plan.

Changes in the restructuring accrual for the three months ended March 31, 2023, were as follows:


	Employee Related























Accrual balance at December 31, 2022	3,422

Cash payments	(3,516)


Exchange rate fluctuations	94
Accrual balance at March 31, 2023	$	—

14. Income Taxes

The Company reported income before taxes of $22.9 million and an income tax provision of $8.9 million for the three months ended March 31, 2024. The Company reported income before taxes of $22.8 million and an income tax provision of $7.2 million for the three months ended March 31, 2023. The effective tax rates for the three months ended March 31, 2024, and 2023, were 38.8% and 31.7%, respectively. The effective tax rate for the three months ended March 31, 2024, was impacted by non-deductible earnout expenses and the mix of income. The effective tax rate for the three months ended March 31, 2023, was impacted by one-time items and the mix of income.

15. Changes in Accumulated Other Comprehensive Income (Loss)

The changes in Accumulated other comprehensive income (loss) (“AOCI”) by component for the three months ended March 31, 2024, are as follows:


	Available- for- Sale Securities		Foreign Currency Translation		Pension		AOCI
Balance at December 31, 2023	$	42	$	647	$	(560)	$	129
Other comprehensive income before reclassification, net of tax	(33)		(4,058)		—		(4,091)
Balance at March 31, 2024	$	9	$	(3,411)	$	(560)	$	(3,962)

16. Segment Information

The Company has five operating segments. The Executive Search business operates in the Americas, Europe (which includes Africa) and Asia Pacific (which includes the Middle East), and the Heidrick Consulting and On-Demand Talent businesses operate globally.

In 2023, the Company changed its measure of segment profitability from operating income to Adjusted EBITDA. The following tables include Adjusted EBITDA, which is the measure of segment profitability reported to the chief operating decision maker for purposes of allocating resources to the segments and assessing their performance. For segment purposes, reimbursements of out-of-pocket expenses classified as revenue and other operating income are reported separately and, therefore, are not included in the results of each segment. The Company believes that analyzing trends in revenue before

reimbursements (net revenue), analyzing operating expenses as a percentage of net revenue, and analyzing Adjusted EBITDA and Adjusted EBITDA margin more appropriately reflect its core operations.

The Company evaluates performance and allocates resources based on the chief operating decision maker’s review of (1) net revenue and (2) net income before interest, taxes, depreciation and amortization, as adjusted, to the extent they occur, for earnout accretion, earnout fair value adjustments, contingent compensation, deferred compensation plan income or expense, certain reorganization costs, impairment charges and restructuring charges ("Adjusted EBITDA"). Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue in the same period.


	Three Months Ended March 31,
	2024			2023
Revenue before reimbursements (net revenue)	$	265,197		$	239,317

Net income	14,032			15,586
Interest, net	(4,086)			(3,249)
Other, net	(2,571)			(1,809)
Provision for income taxes	8,899			7,243
Operating income	16,274			17,771

Adjustments
Depreciation	2,493			2,004
Intangible amortization	2,297			1,869
Earnout accretion	466			191

Acquisition contingent consideration	1,988			1,659
Deferred compensation plan	2,350			2,133



Total adjustments	9,594			7,856

Adjusted EBITDA	$	25,868		$	25,627
Adjusted EBITDA margin	9.8		%	10.7		%

Revenue and Adjusted EBITDA by segment are as follows:


	Three Months Ended March 31,
	2024		2023
Revenue
Executive Search
Americas	$	136,679	$	127,327
Europe	41,481		38,931
Asia Pacific	23,321		24,229
Total Executive Search	201,481		190,487
On-Demand Talent	37,857		31,117
Heidrick Consulting	25,859		17,713
Revenue before reimbursements (net revenue)	265,197		239,317
Reimbursements	3,901		2,802
Total revenue	$	269,098	$	242,119


	Three Months Ended March 31,
	2024		2023
Adjusted EBITDA
Executive Search
Americas	$	41,871	$	42,124
Europe	3,353		2,081
Asia Pacific	3,195		3,567
Total Executive Search	48,419		47,772
On-Demand Talent	(921)		(1,347)
Heidrick Consulting	(2,027)		(2,795)
Total segment operating income	45,471		43,630
Research and Development	(4,925)		(5,251)
Global Operations Support	(14,678)		(12,752)
Total Adjusted EBITDA	$	25,868	$	25,627

17. Guarantees

The Company has utilized letters of credit to support certain obligations, primarily for its office lease agreements. The letters of credit were made to secure the respective agreements and are for the terms of the agreements, which extend through 2033. For each letter of credit issued, the Company would have to use cash to fulfill the obligation if there is a default on a payment. The maximum amount of undiscounted payments the Company would be required to make in the event of default on all outstanding letters of credit is approximately $4.8 million as of March 31, 2024. The Company has not accrued for these arrangements as no event of default exists or is expected to exist.

18. Commitments and Contingencies

Litigation

The Company has contingent liabilities from various pending claims and litigation matters arising in the ordinary course of the Company’s business, some of which involve claims for damages that are substantial in amount. Some of these matters are covered in part by insurance. Based upon information currently available, the Company believes the ultimate resolution of such claims and litigation will not have a material adverse effect on its financial condition, results of operations or liquidity.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations as well as other sections of this quarterly report on Form 10-Q contain forward-looking statements within the meaning of the federal securities laws, including statements regarding guidance for the second quarter of 2024 and expectations regarding the Company's One Heidrick strategy and associated investment initiatives. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Forward-looking statements are not historical facts or guarantees of future performance, but instead represent only our beliefs, assumptions, expectations, estimates, forecasts and projections regarding future events, many of which, by their nature, are inherently uncertain and outside our control. Forward-looking statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook,” “projects,” “forecasts,” "aim," and similar expressions. These statements include statements other than historical information or statements of current condition and may relate to our future plans and objectives and results. By identifying these statements for you in this manner, we are alerting you to the possibility that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements.

Factors that may cause actual outcomes and results to differ materially from what is expressed, forecasted or implied in the forward-looking statements include, among other things, our ability to attract, integrate, develop, manage, retain and motivate qualified consultants and senior leaders; our ability to prevent our consultants from taking our clients with them to another firm; our ability to maintain our professional reputation and brand name; our clients’ ability to restrict us from recruiting their employees; our heavy reliance on information management systems; risks arising from our implementation of new technology and intellectual property to deliver new products and services to our clients; our dependence on third parties for the execution of certain critical functions; the fact that we face the risk of liability in the services we perform; the fact that data security, data privacy and data protection laws and other evolving regulations and cross-border data transfer restrictions may limit the use of our services and adversely affect our business; any challenges to the classification of our on-demand talent as independent contractors; the fact that increased cybersecurity requirements, vulnerabilities, threats and more sophisticated and targeted cyber-related attacks could pose a risk to our systems, networks, solutions, services and data; the fact that our net revenue may be affected by adverse macroeconomic or labor market conditions, including impacts of inflation and effects of geopolitical instability; the aggressive competition we face; the impact of foreign currency exchange rate fluctuations; our ability to access additional credit; social, political, regulatory, legal and economic risks in markets where we operate, including the impact of the ongoing war in Ukraine and the conflict in Israel and the Gaza strip, the risks of an expansion or escalation of those conflicts and our ability to quickly and completely recover from any disruption to our business; unfavorable tax law changes and tax authority rulings; our ability to realize the benefit of our net deferred tax assets; the fact that we may not be able to align our cost structure with net revenue; any impairment of our goodwill, other intangible assets and other long-lived assets; our ability to maintain an effective system of disclosure controls and internal control over our financial reporting and produce accurate and timely financial statements; our ability to execute and integrate future acquisitions; and the fact that we have anti-takeover provisions that make an acquisition of us difficult and expensive. We caution the reader that the list of factors may not be exhaustive. For more information on the factors that could affect the outcome of forward-looking statements, refer to our Annual Report on Form 10-K for the year ended December 31, 2023, under the heading "Risk Factors" in Item 1A, and any subsequent Company filings with the Securities and Exchange Commission ("SEC"). We caution the reader that the list of factors may not be exhaustive. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Executive Overview

Our Business. Heidrick & Struggles International, Inc. (the "Company," "we," "us," or "our") is a human capital leadership advisory firm providing executive search, consulting and on-demand talent services to businesses and business leaders worldwide to help them to improve the effectiveness of their leadership teams. We provide our services to a broad range of clients through the expertise of over 500 consultants located in major cities around the world. The Company and its predecessors have been leadership advisors for more than 70 years.

Our service offerings include the following:

Executive Search. We partner with our clients, respected organizations across the globe, to help them build and sustain the best leadership teams in the world, with a specialized focus on the placement of top-level senior executives. Through our unique relationship-based, data-driven approach, we help our clients find the right leaders, set them up for success, and accelerate their and their team’s performance.

We believe focusing on top-level senior executives provides the opportunity for several competitive advantages including access to and influence with key decision makers, increased potential for recurring search and consulting engagements, higher

fees per search engagement, enhanced brand visibility, and a leveraged global footprint. Working at the top of client organizations also facilitates the attraction and retention of high-caliber consultants who desire to serve top industry executives and their leadership needs. Our executive search services derive revenue through the fees generated for each search engagement, which generally are based on the annual compensation for the placed executive. We provide our executive search services primarily on a retained basis.

We employ a global approach to executive search built on better insights, more data and faster decision making facilitated by the use of our Heidrick Leadership Framework and Heidrick Connect. Our Heidrick Leadership Framework allows clients to holistically evaluate a candidate's pivotal experience and expertise, leadership capabilities, agility and potential, and culture fit and impact, thereby allowing our clients to find the right person for the role. We supplement our Heidrick Leadership Framework through a series of additional online tools including our Leadership Accelerator, Leadership Signature and Culture Signature assessments. Heidrick Connect, a completely digital, always available client experience portal, allows our clients to access talent insights for each engagement, including the Heidrick Leadership Framework and other internally developed assessment tools. In response to working remotely, our Executive Search teams employed Heidrick Connect to operate effectively and efficiently while engaging virtually with our clients. Additionally, we have introduced upgrades to Heidrick Connect, resulting in greater flexibility, increased productivity and the ability to deliver more insights to our clients.

The executive search industry consists of several thousand executive search firms worldwide. Executive search firms are generally separated into two broad categories: retained search and contingency search. Retained executive search firms fulfill their clients’ senior leadership needs by identifying potentially qualified candidates and assisting clients in evaluating and assessing these candidates. Retained executive search firms generally are compensated for their services regardless of whether the client employs a candidate identified by the search firm and are generally retained on an exclusive basis. Typically, retained executive search firms are paid a retainer for their services equal to approximately one-third of the estimated first year compensation for the position to be filled. In addition, if the actual compensation of a placed candidate exceeds the estimated compensation, executive search firms often are authorized to bill the client for one-third of the excess. In contrast, contingency search firms are compensated only upon successfully placing a recommended candidate.

We are a retained executive search firm. Our search process typically consists of the following steps:

•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.

On-Demand Talent. Our on-demand talent services provide clients seamless on-demand access to top independent talent, including professionals with deep industry and functional expertise for interim leadership roles and critical, project-based initiatives. Our unique model delivers the right independent talent on demand by blending proprietary data and technology with a dedicated Talent Solutions team. In February 2023, we acquired Atreus Group GmbH ("Atreus"), a leading provider of executive interim management in Germany, allowing us to establish and grow our on-demand talent presence in continental Europe.

Heidrick Consulting. We partner with organizations through Heidrick Consulting to unlock the power of their people. Our tools and experts use data and technology designed to bring science to the art of human capital development and organizational design. Our services allow our clients to accelerate their strategies and the effectiveness of individual leaders, teams and organizations as a whole. In April 2023, we acquired businessfourzero, a next generation consultancy specializing in developing and implementing purpose-driven change, which complements our existing culture shaping services to offer a broader, more robust set of leadership advisory solutions.

Heidrick Consulting offers our clients impactful approaches to human capital development through a myriad of solutions, ranging from leadership assessment and development, team and organization acceleration, digital acceleration and innovation, diversity and inclusion advisory services, and culture shaping. Applying our deep understanding of the behaviors and attributes of leaders across many of the world’s premier companies, we guide our clients as they build a thriving culture of future-ready leadership. These premium services and offerings, which complement our Executive Search expertise, significantly contribute to our ability to deliver a full-service human capital consulting solution to our clients.

Our consulting services generate revenue primarily through the professional fees generated for each engagement which are generally based on the size of the project and scope of services. Our Heidrick Consulting teams have pivoted to create new digital solutions for Leadership Assessments, Team Acceleration, and Organization and Culture Acceleration that can be delivered virtually.

We also remain focused on expanding our revenue streams beyond our executive search business through the investment in the diversification of our product offerings, namely our One Heidrick strategy, and soon to include Heidrick Digital. Through these diversified solutions, we intend to meet our clients' growing talent and human capital needs by providing a more comprehensive suite of offerings.

Key Performance Indicators

We manage and assess our performance through various means, with primary financial and operational measures including net revenue, Adjusted EBITDA (defined below; non-GAAP) and Adjusted EBITDA margin (defined below; non-GAAP). These non-GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with GAAP (defined below). Executive Search and Heidrick Consulting performance is also measured using consultant headcount. Specific to Executive Search, confirmed search (confirmation) trends, consultant productivity and average revenue per search are used to measure performance. Productivity is as measured by annualized Executive Search net revenue per consultant.

Revenue is driven by market conditions and a combination of the number of executive search engagements, consulting projects, on-demand projects and the average revenue per search or project. With the exception of compensation expense and cost of sales, incremental increases in revenue do not necessarily result in proportionate increases in costs, particularly operating and administrative expenses, thus creating the potential to improve Adjusted EBITDA and Adjusted EBITDA margin.

The number of consultants, confirmation trends, number of searches or projects completed, productivity levels and the average revenue per search or project will vary from quarter to quarter, affecting net revenue, Adjusted EBITDA and Adjusted EBITDA margin.

Consolidated and the subtotal of Executive Search Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures and have limitations as analytical tools. They should not be viewed as a substitute for financial information determined in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. In addition, they may not necessarily be comparable to non-GAAP performance measures that may be presented by other companies.

We believe the presentation of these non-GAAP financial measures provides meaningful supplemental information and a more complete understanding of our ongoing operating results, including underlying trends. These non-GAAP financial measures are used by management in their financial and operating decision making because management believes they reflect our ongoing business in a manner that allows for meaningful period-to-period comparison and evaluation. We also believe that these non-GAAP financial measures, when considered together with our GAAP financial measures, provide management and investors with additional information for comparison of our operating results with the operating results of other companies.

Our Compensation Model

At the consultant level, there are fixed and variable components of compensation. Individuals are rewarded for their performance based on a system that directly ties a portion of their compensation to the amount of net revenue for which they are responsible. A portion of the reward may be based upon individual performance against a series of non-financial measures. Credit towards the variable portion of a consultant’s compensation is earned by generating net revenue for winning and executing work. Each quarter, we review and update the expected annual performance of all consultants and accrue variable compensation accordingly. The amount of variable compensation that is accrued for each consultant is based on a tiered payout model. Overall Company performance determines the amount available for total variable compensation. The more net revenue that is generated by the consultant, the higher the percentage credited towards the consultant’s variable compensation and thus accrued by our Company as expense.

The mix of individual consultants who generate revenue can significantly affect the total amount of compensation expense recorded, which directly impacts operating margin. As a result, the variable portion of the compensation expense may fluctuate significantly from quarter to quarter. The total variable compensation is discretionary and is based on Company-wide financial targets approved by the Human Resources and Compensation Committee of the Board of Directors. We pay annual bonuses in the first half of the year following the year in which they are earned.

Second Quarter 2024 Outlook

The Company expects 2024 second quarter consolidated net revenue of between $255 million and $275 million, while acknowledging that continued fluidity in external factors, such as foreign exchange and interest rate environments, foreign conflicts, inflation and macroeconomic constraints on pricing actions may impact quarterly results. In addition, this outlook is based on the average currency rates in March 2024 and reflects, among other factors, management's assumptions for the anticipated volume of new Executive Search confirmations, On-Demand Talent projects, and Heidrick Consulting assignments, consultant productivity, consultant retention, and the seasonality of the business, along with the current backlog.

The Company's 2024 second quarter guidance is subject to a number of risks and uncertainties, including those discussed under Item 1A - Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023, and in our other filings with the SEC. As such, actual results could vary from these projections.

Results of Operations

(In the following tables, totals and sub-totals may not equal the sum of individual line items due to rounding. All tables are in thousands, except percentages.)

The following table summarizes, for the periods indicated, our results of operations as a percentage of revenue before reimbursements (net revenue):


	Three Months Ended March 31,
	2024		2023
Revenue
Revenue before reimbursements (net revenue)	100.0	%	100.0	%
Reimbursements	1.5		1.2
Total revenue	101.5		101.2

Operating expenses
Salaries and benefits	65.8		66.4
General and administrative expenses	15.6		14.3
Cost of services	10.3		9.5
Research and development	2.2		2.3


Reimbursed expenses	1.5		1.2
Total operating expenses	95.3		93.7

Operating income	6.1		7.4

Non-operating income
Interest, net	1.5		1.4
Other, net	1.0		0.8
Net non-operating income	2.5		2.1

Income before income taxes	8.6		9.5

Provision for income taxes	3.4		3.0

Net income	5.3	%	6.5	%

The following table sets forth, for the periods indicated, a reconciliation of Adjusted EBITDA to net income:


	Three Months Ended March 31,
	2024			2023
Revenue before reimbursements (net revenue)	$	265,197		$	239,317

Net income	14,032			15,586
Interest, net	(4,086)			(3,249)
Other, net	(2,571)			(1,809)
Provision for income taxes	8,899			7,243
Operating income	16,274			17,771

Adjustments
Depreciation	2,493			2,004
Intangible amortization	2,297			1,869
Earnout accretion	466			191

Acquisition contingent consideration	1,988			1,659
Deferred compensation plan	2,350			2,133



Total adjustments	9,594			7,856

Adjusted EBITDA	$	25,868		$	25,627
Adjusted EBITDA margin	9.8		%	10.7		%

Revenue and Adjusted EBITDA by segment are as follows:


	Three Months Ended March 31,
	2024		2023
Revenue
Executive Search
Americas	$	136,679	$	127,327
Europe	41,481		38,931
Asia Pacific	23,321		24,229
Total Executive Search	201,481		190,487
On-Demand Talent	37,857		31,117
Heidrick Consulting	25,859		17,713
Revenue before reimbursements (net revenue)	265,197		239,317
Reimbursements	3,901		2,802
Total revenue	$	269,098	$	242,119


	Three Months Ended March 31,
	2024		2023
Adjusted EBITDA
Executive Search
Americas	$	41,871	$	42,124
Europe	3,353		2,081
Asia Pacific	3,195		3,567
Total Executive Search	48,419		47,772
On-Demand Talent	(921)		(1,347)
Heidrick Consulting	(2,027)		(2,795)
Total segment operating income	45,471		43,630
Research and Development	(4,925)		(5,251)
Global Operations Support	(14,678)		(12,752)
Total Adjusted EBITDA	$	25,868	$	25,627

Three Months Ended March 31, 2024, Compared to the Three Months Ended March 31, 2023

Total revenue. Consolidated total revenue increased $27.0 million, or 11.1%, to $269.1 million for the three months ended March 31, 2024, from $242.1 million for the three months ended March 31, 2023. The increase in total revenue was primarily due to the increase in revenue before reimbursements (net revenue) described below.

Revenue before reimbursements (net revenue). Consolidated net revenue increased $25.9 million, or 10.8%, to $265.2 million for the three months ended March 31, 2024, from $239.3 million for the three months ended March 31, 2023. Foreign exchange rate fluctuations positively impacted results by $1.1 million, or 0.5%. Executive Search net revenue was $201.5 million for the three months ended March 31, 2024, an increase of $11.0 million, or 5.8%, compared to the three months ended March 31, 2023. The increase in Executive Search net revenue was primarily due to an increase in the average revenue per search. On-Demand Talent net revenue was $37.9 million for the three months ended March 31, 2024, an increase of $6.7 million, or 21.7%, compared to the three months ended March 31, 2023. The increase in On-Demand Talent revenue was primarily due to an increase in the volume of On-Demand projects associated with the timing of the Atreus acquisition on February 1, 2023. Heidrick Consulting net revenue was $25.9 million for the three months ended March 31, 2024, an increase of $8.1 million, or 46.0%, compared to the three months ended March 31, 2023. The increase in Heidrick Consulting revenue was primarily due to the acquisition of businessfourzero on April 1, 2023, and an increase in leadership assessment and development consulting engagements compared to the prior year period.

The number of Executive Search and Heidrick Consulting consultants was 424 and 95, respectively, as of March 31, 2024, compared to 432 and 78, respectively, as of March 31, 2023. Executive Search productivity, as measured by annualized net Executive Search revenue per consultant, was $1.9 million and $1.8 million for the three months ended March 31, 2024, and 2023, respectively. The average revenue per executive search was $136,000 and $124,000 for the three months ended March 31, 2024, and 2023, respectively.

Salaries and benefits. Consolidated salaries and benefits expense increased $15.6 million, or 9.8%, to $174.4 million for the three months ended March 31, 2024, from $158.9 million for the three months ended March 31, 2023. Fixed compensation increased $5.4 million due to increases in base salaries and payroll taxes, talent acquisition and retention costs, stock compensation, separation costs, and expenses related to the deferred compensation plan, partially offset by a decrease in retirement and benefits costs. Variable compensation increased $10.2 million due to higher bonus accruals related to increased consultant productivity. Foreign exchange rate fluctuations negatively impacted results by $0.8 million, or 0.5%.

For the three months ended March 31, 2024, we had an average of 2,224 employees compared to an average of 2,154 employees for the three months ended March 31, 2023.

As a percentage of net revenue, salaries and benefits expense was 65.8% for the three months ended March 31, 2024, compared to 66.4% for the three months ended March 31, 2023.

General and administrative expenses. Consolidated general and administrative expenses increased $7.0 million, or 20.5%, to $41.4 million for the three months ended March 31, 2024, from $34.3 million for the three months ended March 31, 2023. The increase in general and administrative expenses was due to increases in business development travel, office occupancy costs, information technology costs, intangible amortization, marketing expenses, hiring fees, bad debt, and taxes and licenses costs, partially offset by a decrease in insurance and bank fees. Foreign exchange rate fluctuations negatively impacted results by $0.2 million, or 0.7%.

As a percentage of net revenue, general and administrative expenses were 15.6% for the three months ended March 31, 2024, compared to 14.3% for the three months ended March 31, 2023.

Cost of services. Consolidated cost of services increased $4.6 million, or 20.1%, to $27.4 million for the three months ended March 31, 2024, from $22.8 million for the three months ended March 31, 2023. The increase in cost of services was primarily due to an increase in the volume of On-Demand Talent projects. Foreign exchange rate fluctuations negatively impacted results by $0.2 million, or 1.0%.

As a percentage of net revenue, cost of services was 10.3% for the three months ended March 31, 2024, compared to 9.5% for the three months ended March 31, 2023.

Research and development. Due to the rapid pace of technological advances and digital disruption many of our clients are experiencing, we believe our ability to compete successfully depends increasingly upon our ability to provide clients with

timely and relevant technology-enabled products and services. As such, we are focused on developing new technologies to enhance existing products and services, and to expand the range of our offerings through research and development (“R&D”), licensing of intellectual property and acquisition of third-party businesses and technology. The results of our R&D efforts will be utilized to develop and enhance new and existing services and products across our current offerings in Executive Search, Heidrick Consulting and On-Demand Talent, and for products and services in new segments that we may embark upon in the future from time to time, such as our new digital product Heidrick Navigator. Consolidated R&D expense increased $0.2 million, or 3.4%, to $5.7 million for the three months ended March 31, 2024, from $5.5 million for the three months ended March 31, 2023. R&D expenses consists of expenses related to payroll, employee benefits, stock-based compensation, other employee expenses and third-party professional fees associated with new product development.

Adjusted EBITDA. Consolidated Adjusted EBITDA was $25.9 million for the three months ended March 31, 2024, an increase of $0.3 million, or 0.9%, compared to $25.6 million for the three months ended March 31, 2023. Adjusted EBITDA margin was 9.8% for the three months ended March 31, 2024, compared to 10.7% for the three months ended March 31, 2023.

Net non-operating income. Net non-operating income was $6.7 million for the three months ended March 31, 2024, compared to $5.1 million for the three months ended March 31, 2023.

Interest, net, was $4.1 million of income for the three months ended March 31, 2024, compared to $3.2 million for the three months ended March 31, 2023, primarily due to higher interest rates on a higher volume of short-term investments.

Other, net, was $2.6 million of income for the three months ended March 31, 2024, compared to $1.8 million for the three months ended March 31, 2023. The income in both periods is primarily due to foreign exchange gains and unrealized gains on the deferred compensation plan. The Company's investments, including those held in the Company’s deferred compensation plan, are recorded at fair value.

Income taxes. See Note 14, Income Taxes.

Executive Search

Americas

The Americas segment reported net revenue of $136.7 million for the three months ended March 31, 2024, an increase of 7.3% from $127.3 million for the three months ended March 31, 2023. The increase in net revenue was primarily due to an 8.8% increase in the number of executive search engagements. All practice groups, with the exception of Healthcare & Life Sciences, exhibited growth over the prior period. Foreign exchange rate fluctuations positively impacted results by $0.3 million, or 0.2%. There were 220 Executive Search consultants in the Americas segment at March 31, 2024, compared to 224 at March 31, 2023.

Salaries and benefits expense increased $8.3 million, or 10.8%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Fixed compensation increased $0.3 million due to increases in talent acquisition and retention costs, stock compensation, and expenses related to the deferred compensation plan, partially offset by decreases in base salaries and payroll taxes, and retirement and benefits costs. Variable compensation increased $8.0 million due to higher bonus accruals related to increased consultant productivity.

General and administrative expenses increased $0.2 million, or 2.0%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due to increases in office occupancy costs, business development travel, and professional fees, partially offset by a decrease in bad debt.

The Americas segment reported Adjusted EBITDA of $41.9 million for the three months ended March 31, 2024, a decrease of $0.2 million compared to $42.1 million for the three months ended March 31, 2023. Adjusted EBITDA margin was 30.6% for the three months ended March 31, 2024, compared to 33.1% for the three months ended March 31, 2023.

Europe

The Europe segment reported net revenue of $41.5 million for the three months ended March 31, 2024, an increase of 6.6% from $38.9 million for the three months ended March 31, 2023. The increase in net revenue was primarily due to an increase in the average revenue per executive search. All practice groups, with the exception of Financial Services, exhibited growth over the prior year period. Foreign exchange rate fluctuations positively impacted results by $0.9 million, or 2.3%. There were 125 Executive Search consultants in the Europe segment at March 31, 2024, compared to 130 at March 31, 2023.

Salaries and benefits expense decreased $0.4 million, or 1.3%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Fixed compensation decreased $1.3 million due to decreases in retirement and benefits costs, talent acquisition and retention costs, and base salaries and payroll taxes, partially offset by an increase in separation costs. Variable compensation increased $0.9 million due to higher bonus accruals related to increased consultant productivity.

General and administrative expense increased $1.6 million, or 24.2%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due to increases in bad debt, business development travel, office occupancy costs, professional fees, and hiring fees, partially offset by a decrease in costs related to taxes and licenses.

The Europe segment reported Adjusted EBITDA of $3.4 million for the three months ended March 31, 2024, an increase of $1.3 million compared to $2.1 million for the three months ended March 31, 2023. Adjusted EBITDA margin was 8.1% for the three months ended March 31, 2024, compared to 5.3% for the three months ended March 31, 2023.

Asia Pacific

The Asia Pacific segment reported net revenue of $23.3 million for the three months ended March 31, 2024, a decrease of 3.7% compared to $24.2 million for the three months ended March 31, 2023. The decrease in net revenue was primarily due to a 21.3% decrease in the number of executive search confirmations. Only the Healthcare & Life Sciences and Global Technology & Services practice groups exhibited growth over the prior year period. Foreign exchange rate fluctuations negatively impacted results by $0.7 million, or 2.8%. There were 79 Executive Search consultants in the Asia Pacific segment at March 31, 2024, compared to 78 at March 31, 2023.

Salaries and benefits expense decreased $0.8 million, or 4.7%, for the three months ended March 31, 2024, compared to the three months March 31, 2023. Fixed compensation increased $0.1 million due to increases in talent acquisition and retention costs, partially offset by decreases in base salaries and payroll taxes, separation costs, retirement and benefits costs, and stock compensation. Variable compensation decreased $0.8 million due to lower bonus accruals related to decreased consultant productivity.

General and administrative expenses increased $0.2 million, or 4.5%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due to increases in business development travel, costs related to taxes and licenses, bad debt, and marketing expenses, partially offset by decreases in office occupancy costs, hiring fees, and professional fees.

The Asia Pacific segment reported Adjusted EBITDA of $3.2 million for the three months ended March 31, 2024, a decrease of $0.4 million compared to $3.6 million for the three months ended March 31, 2023. Adjusted EBITDA margin was 13.7% for the three months ended March 31, 2024, compared to 14.7% for the three months ended March 31, 2023.

On-Demand Talent

The On-Demand Talent segment reported net revenue of $37.9 million for the three months ended March 31, 2024, an increase of 21.7% compared to $31.1 million for the three months ended March 31, 2023. The increase in On-Demand Talent revenue was primarily due to an increase in the volume of On-Demand projects associated with the timing of the Atreus acquisition on February 1, 2023. Foreign exchange rate fluctuations positively impacted results by $0.3 million, or 0.8%.

Salaries and benefits expense increased $3.0 million, or 29.3%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Fixed compensation increased $1.7 million due to increases in base salaries and payroll taxes, partially offset by a decrease in retirement and benefits costs. Variable compensation increased $1.3 million due to higher bonus accruals related to increased productivity.

General and administrative expense increased $1.3 million, or 30.6%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due to increases in business development travel, hiring fees, intangible amortization, and office occupancy costs, partially offset by decreases in professional fees and marketing expenses.

Cost of services increased $3.0 million, or 14.1%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to an increase in the volume of On-Demand Talent projects.

The On-Demand Talent segment reported an Adjusted EBITDA loss of $0.9 million for the three months ended March 31, 2024, an improvement of $0.4 million compared to an Adjusted EBITDA loss of $1.3 million for the three months ended March 31, 2023. Adjusted EBITDA margin was (2.4)% for the three months ended March 31, 2024, compared to (4.3)% for the three months ended March 31, 2023.

Heidrick Consulting

The Heidrick Consulting segment reported net revenue of $25.9 million for the three months ended March 31, 2024, an increase of 46.0% compared to $17.7 million for the three months ended March 31, 2023. The increase in net revenue was primarily due to the acquisition of businessfourzero on April 1, 2023, and increases in leadership assessment and development consulting engagements compared to the prior year period. Foreign exchange rate fluctuations positively impacted results by $0.4 million, or 2.2%. There were 95 Heidrick Consulting consultants at March 31, 2024 compared to 78 at March 31, 2023.

Salaries and benefits expense increased $4.6 million, or 29.7%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Fixed compensation increased $3.5 million due to increases in base salaries and payroll taxes, retirement and benefits costs, and separation costs. Variable compensation increased $1.1 million due to higher bonus accruals related to increased consultant productivity.

General and administrative expenses increased $2.7 million, or 71.9%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due to increases in business development travel, office occupancy costs, and intangible amortization, partially offset by a decrease in professional fees.

Cost of services increased $1.6 million, or 95.4%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due to an increase in the volume of consulting projects requiring third-party consultants.

The Heidrick Consulting segment reported an Adjusted EBITDA loss of $2.0 million for the three months ended March 31, 2024, an improvement of $0.8 million compared to an Adjusted EBITDA loss of $2.8 million for the three months ended March 31, 2023. Adjusted EBITDA margin was (7.8)% for the three months ended March 31, 2024, compared to (15.8)% for the three months ended March 31, 2023.

Global Operations Support

Salaries and benefits expense increased $0.8 million, or 10.0%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due to increases in base salaries and payroll taxes, and stock compensation, partially offset by a decrease in variable compensation.

General and administrative expenses increased $1.1 million, or 24.1%, for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due to increases in expenses related to information technology, marketing, professional fees, and office occupancy, partially offset by decreases in insurance and bank fees, and communication services costs.

Global Operations Support reported an Adjusted EBITDA loss of $14.7 million for the three months ended March 31, 2024, a decrease of $1.9 million compared to an Adjusted EBITDA loss of $12.8 million for the three months ended March 31, 2023. Adjusted EBITDA margin was (5.5)% for the three months ended March 31, 2024, compared to (5.3)% for the three months ended March 31, 2023.

Liquidity and Capital Resources

General. We continually evaluate our liquidity requirements, capital needs and availability of capital resources based on our operating needs. We believe that our available cash balances, funds expected to be generated from operations and funds available under our committed revolving credit facility will be sufficient to finance our operations for at least the next 12 months and the foreseeable future, as well as to finance the cash payments associated with our cash dividends and stock repurchase program.

We pay annual bonuses in the first half of the year following the year in which they are earned. Employee bonuses are accrued throughout the year and are based on our performance and the performance of the individual employee.

Lines of credit. On February 24, 2023, the Company entered into the Second Amendment (the “Second Amendment”) to the Credit Agreement, dated as of October 26, 2018 (the “Credit Agreement” and, as amended by the First Amendment to Credit Agreement, dated as of July 13, 2021, and the Second Amendment, the "Amended Credit Agreement") by and among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto. The Second Amendment changed the interest rate benchmark, from LIBOR to the Secured Overnight Financing Rate (“SOFR”). At the Company's option, borrowings under the Amended Credit Agreement will bear interest at one-, three- or six-month term SOFR, or an alternate base rate as set forth in the Amended Credit Agreement, in each case plus an applicable margin. Additionally, the Amended Credit Agreement provides the Company with a committed unsecured revolving credit facility in an aggregate amount of $200 million, increased in the Second Amendment from $175 million as set forth in the original version of the Credit Agreement, which includes a sublimit of $25 million for letters of credit and a sublimit of $10 million for swingline loans, with a $75 million expansion feature. The Amended Credit Agreement matures on July 13, 2026.

Cash, cash equivalents and marketable securities. Cash, cash equivalents and marketable securities at March 31, 2024, December 31, 2023, and March 31, 2023, were $252.8 million, $478.2 million and $204.7 million, respectively. The $252.8 million of cash, cash equivalents and marketable securities at March 31, 2024, includes $158.0 million held by our foreign subsidiaries. A portion of the $158.0 million is considered permanently reinvested in these foreign subsidiaries. If these funds were required to satisfy obligations in the U.S., the repatriation of these funds could cause us to incur additional U.S. income taxes or foreign withholding taxes.

Cash flows used in operating activities. Cash used in operating activities was $203.4 million for the three months ended March 31, 2024, primarily reflecting a decrease in accrued expenses of $182.6 million and an increase in accounts receivable of $41.1 million, partially offset by net income net of non-cash charges of $21.3 million. The decrease in accrued expenses is primarily due to cash bonus payments related to 2023 of $289.8 million, partially offset by 2024 bonus accruals.

Cash used in operating activities was $337.0 million for the three months ended March 31, 2023, primarily reflecting a decrease in accrued expenses of $326.0 million and an increase in accounts receivable of $24.3 million, partially offset by net income net of non-cash charges of $26.7 million. The decrease in accrued expenses is primarily due to cash bonus payments related to 2022 and prior year cash bonus deferrals of $422.0 million, partially offset by 2023 bonus accruals.

Cash flows provided by investing activities. Cash provided by investing activities was $54.7 million for the three months ended March 31, 2024, consisting of proceeds from the sale of marketable securities and investments of $66.3 million, partially offset by purchases of marketable securities and investments of $5.4 million, and capital expenditures of $6.2 million.

Cash provided by investing activities was $228.1 million for the three months ended March 31, 2023, consisting of proceeds from sales of marketable securities and investments of $268.0 million, partially offset by costs related to the acquisition of Atreus of $29.9 million, purchases of marketable securities and investments of $6.2 million, and capital expenditures of $3.8 million.

Cash flows used in financing activities. Cash used in financing activities was $6.1 million for the three months ended March 31, 2024, consisting of dividend payments of $3.2 million and employee tax withholding payments on equity transactions of $2.9 million.

Cash used in financing activities was $43.2 million for the three months ended March 31, 2023, consisting of earnout payment of $35.9, related to our 2021 acquisition of Business Talent Group, LLC., employee tax withholding payments on equity transactions of $4.1 million, and dividend payments of $3.1 million.

Off-Balance Sheet Arrangements. We do not have material off-balance sheet arrangements, special purpose entities, trading activities of non-exchange traded contracts or transactions with related parties.

Contractual obligations. Our lease portfolio is comprised of operating leases for office space and equipment. As of March 31, 2024, we had aggregate future lease payment obligations of $98.4 million, with $20.4 million payable within 12 months. Associated with our lease portfolio, we have asset retirement obligations for the retirement of tangible long-lived assets related to our obligation at the end of the lease term to return office space to the landlord in its original condition. As of March 31, 2024, we had asset retirement obligations of $3.2 million, with $1.0 million payable within 12 months.

In addition to lease-related contractual obligations, we also have liabilities related to certain employee benefit plans. These liabilities are recorded in our Consolidated Balance Sheet at March 31, 2024. The obligations related to these employee benefit plans are described in Note 12, Employee Benefit Plans, and Note 13, Pension Plan and Life Insurance Contract, in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 4, 2024. As of March 31, 2024, we did not have a liability for uncertain tax positions.

Application of Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our Condensed Consolidated Financial Statements, which have been prepared using accounting principles generally accepted in the United States of America. Our significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on March 4, 2024, and in Note 2, Summary of Significant Accounting Policies, in the Notes to Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. If actual amounts are ultimately different from previous estimates, the revisions are included in our results of operations for the period in which the actual amounts become known.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or if changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes its critical accounting policies that reflect its more significant estimates and assumptions relate to revenue recognition, income taxes, interim effective tax rate and assessment of goodwill and other intangible assets for impairment. See Application of Critical Accounting Policies and Estimates in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 4, 2024.

Recently Issued and Adopted Financial Accounting Standards

The information presented in Note 2, Summary of Significant Accounting Policies, to our Condensed Consolidated Financial Statements within this Quarterly Report on Form 10-Q is incorporated herein by reference.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Currency market risk. With our operations in the Americas, Europe, and Asia Pacific, we conduct business using various currencies. Revenue earned in each country is generally matched with the associated expenses incurred, thereby reducing currency risk to earnings. However, because certain assets and liabilities are denominated in currencies other than the U.S. dollar, changes in currency rates may cause fluctuations in the valuation of such assets and liabilities. As the local currency of our subsidiaries has generally been designated as the functional currency, we are affected by the translation of foreign currency financial statements into U.S. dollars. A 10% change in the average exchange rate for currencies of all foreign countries in which we operate would have increased or decreased our net income by approximately $0.4 million for the three months ended March 31, 2024. For financial information by segment, see Note 16, Segment Information, in the Notes to Condensed Consolidated Financial Statements within this Quarterly Report on Form 10-Q.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rules 13a-15(e) and 15d-15(e), that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Management of the Company, with the participation of the principal executive officer and the principal financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2024. Based on the evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2024.

(b) Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f) that occurred during the three months ended March 31, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information presented in Note 18, Commitments and Contingencies, to our Condensed Consolidated Financial Statements is incorporated herein by reference.

Item 1A. Risk Factors

The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2023, under the heading “Risk Factors,” any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price. There have been no material changes to the Company’s risk factors from those set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 4, 2024.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

None.

Item 6. Exhibits

Incorporated by Reference

Exhibit
No.

Exhibit Description

Form

Exhibit

Filing Date/Period End Date

*10.1

Form of Performance Stock Unit Participation Agreement pursuant to the Fourth Amended and Restated Heidrick & Struggles 2012 GlobalShare Program**

*10.2

Form of Performance Stock Unit Participation Agreement pursuant to the Fourth Amended and Restated Heidrick & Struggles 2012 GlobalShare Program**

*10.3

Form of Restricted Stock Unit Participation Agreement pursuant to the Fourth Amended and Restated Heidrick & Struggles 2012 GlobalShare Program**

*31.1

Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*31.2

Certification of the Company’s Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

†32.1

Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

†32.2

Certification of the Company’s Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL document

*101.SCH

Inline XBRL Taxonomy Extension Schema Document

*101.CAL

Inline XBRL Taxonomy Calculation Linkbase Document

*101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

*101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

*101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

*104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



*			Filed herewith.
**			Denotes a management contract or compensatory plan or arrangement.
†			Furnished herewith.

SIGNATURE

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

Date: May 6, 2024



			Heidrick & Struggles International, Inc.
			(Registrant)


			/s/ Stephen A. Bondi
			Stephen A. Bondi
			Vice President, Controller (Duly authorized on behalf of the registrant and in his capacity as Chief Accounting Officer)

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SEC Form 10-Q filed by Heidrick & Struggles International Inc.

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Chief Executive Officer Monahan Thomas L bought $227,750 worth of shares (5,000 units at $45.55), increasing direct ownership by 4% to 144,834 units (SEC Form 4)

Chief Executive Officer Monahan Thomas L bought $236,950 worth of shares (5,000 units at $47.39), increasing direct ownership by 4% to 139,834 units (SEC Form 4)

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