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Huron Consulting Group Inc. (NASDAQ:HURN)

Q4 2012 Earnings Conference Call

February 20, 2013, 17:00 PM ET

Executives

James H. Roth - CEO and President

C. Mark Hussey - EVP and CFO

Analysts

Tim McHugh - William Blair & Company

Paul Ginocchio - Deutsche Bank

Dan Leben – Robert W. Baird

Tobey Sommer - SunTrust Robinson Humphrey

Joseph Foresi - Janney Capital Markets

Bill Sutherland - Northland Capital Markets

Randle Reece - Avondale Partners

Operator

Good afternoon, ladies and gentlemen. Welcome to the Huron Consulting Group's webcast to discuss financial results for the Fourth Quarter and Full Year 2012. At this time, all conference call lines are in a listen-only mode. Later on, we'll conduct a question-and-answer session for conference call participants and instructions will follow at that time. As a reminder, this conference is being recorded.

Before we begin, I would like to point all of you to the disclosure at the end of the company's news release for information about any forward-looking statements that may be made or discussed on this call. The news release is posted on Huron's website. Please review that information along with the filings with the SEC for disclosure of factors that may impact subjects discussed in this afternoon's webcast.

The company will be discussing one or more non-GAAP financial measures. Please look at the earnings release and on Huron's website for all the disclosures required by the SEC including reconciliation to the most comparable GAAP numbers.

Now, I'll turn the call over to Jim Roth, Chief Executive Officer and President of Huron Consulting Group. Mr. Roth, please go ahead.

James H. Roth

Good afternoon and welcome to Huron Consulting Group's fourth quarter and year-end 2012 earnings call. With me today are Mark Hussey, our Executive Vice President and Chief Financial Officer; and Patty Olsen, our Vice President of Human Resources.

Huron finished the year on a very strong note reflecting continued solid demand in our core businesses. As we had anticipated early in 2012, the second half of the year was much stronger than the first. We are pleased with our fourth quarter results and encouraged by the extent to which strong market conditions will likely lead to growth of our businesses in 2013.

I will now take a few minutes to talk about each of the practices and then Mark will provide more details on the financials. I'll start with the Health and Education Consulting segment. For well over a year, we have been talking about the extraordinary pressures facing our hospital and university clients.

I am not going to reiterate the characteristics of the market forces that are creating demand for our services, other than to say that in both the Healthcare and Education markets, the public pressure for improved quality at reduce costs gets louder and more urgent with each passing day.

In Healthcare and Education, we are helping our clients evaluate the best strategic options to navigate the rapidly changing arena. And we are also helping them operationally achieve their cost and quality objectives. From our perspective over the past year, the risk profile for both hospitals and universities have increased and the need for change has become more acute.

Within the Legal Consulting segment, we've continued to make solid progress in achieving our goal of broadening our client base and creating cost efficient services with which to serve the legal market. During the fourth quarter, we continued the expansion of our global sales organization, added several new marquee clients and introduced our integrated analytics service offering.

The Legal market similar to Health and Education is also going through significant change. The most notable attributes of the changes are the continued acceptance of predictive coding among the courts, the proliferation and complexity of data in global corporations and the need for corporate law departments to achieve greater efficiency and effectiveness.

Finally, our Financial Consulting segment while still below prior year results continued to build its pipeline through some keys wins of larger engagements that we expect will improve growth and profitability in 2013. As our press release indicated, we are going to be reporting separate segment information for our Healthcare and Education and Life Sciences practices beginning in 2013.

We believe that the added visibility into these two businesses will be useful to investors and other stakeholders. Despite the reporting change, the two segments will continue to collaborate strongly in the marketplace, most notably with our academic and medical center client.

As a part of the added visibility that the split segments will offer, effective in 2013, we will also revert to providing annual guidance and contingent revenue in the Healthcare segment. While this guidance won't alleviate potential delays in recognizing contingent revenue, we are hopeful that it will provide investors with greater insight into our expectations for such revenue.

As I have said on previous calls, I believe that over time, contingent revenue will decline as a percentage of total revenue in the Healthcare segment, largely attributable to the growth of our clinical services practice which tends not to be as conducive to contingent arrangements.

Now let me turn our thoughts to the current year. We have issued annual revenue guidance in the range of 655 million to 685 million for 2013. While we are hopeful that this guidance ends up being conservative, we also remain cognizant of the fact that some of our revenue, particularly in the Huron Healthcare segment, can be unpredictable from quarter-to-quarter.

As the year plays out, we will obviously get more visibility to the size and timing of our revenue stream. As we see things now, we believe that 2013 will have less volatility quarter-to-quarter as compared to 2012, and correspondingly less reliance on a large second half to achieve our annual revenue guidance. As always, time will tell. In the interim, we are very encouraged by the strength of all of our practices as we enter 2013.

Now, let me turn it over to Mark for a more detailed discussion of our fourth quarter results and 2013 guidance and modeling assumptions. Mark?

C. Mark Hussey

Thank you, Jim, and good afternoon, everyone. Consistent with our past practice, I will be discussing our financial results in the context of continuing operations. I will also be discussing non-GAAP financial measures including EBITDA, adjusted EBITDA, adjusted net income and adjusted EPS.

Our press release, website and 10-K, each have reconciliations of these non-GAAP measures to the most comparable GAAP measures along with the discussion of why management uses these non-GAAP measures.

We posted record revenues of 180.8 million for the fourth quarter of 2012, which was an increase of 10.9% compared to the same quarter of 2011 and sequentially an increase of 11.7% over Q3 of 2012. Operating income was $34.5 million in the fourth quarter of 2012, an increase of 85.4% over the same period of 2011.

Adjusted EBITDA, which excludes the number of items that are listed in our press release, was $41 million in the fourth quarter of 2012, an increase of 46.5% over Q4 of 2011. Adjusted EBITDA margin improved significantly from 17.2% in Q4 of 2011 to 22.7% in Q4 of 2012.

Net income from continuing operations was $18.6 million in the fourth quarter of 2012 or $0.83 per diluted share, more than double the results in the comparable quarter of 2011. Adjusted non-GAAP net income from continuing operations was $20.2 million or $0.90 per diluted share in Q4 2012, representing an increase of greater than 75% compared to the fourth quarter of 2011.

In Q4 of 2012, we recognized income tax expense of $14 million on income from continuing operations of $32.6 million resulting in an effective tax rate of 43%. This rate is higher than the statutory rate primarily due to certain non-deductible items and foreign losses with no related tax benefit.

Effective tax rate in Q4 of 2011 was 53%, again higher than the statutory rate primarily due to certain foreign losses with no related tax benefit and increased to the valuation allowance and a $1 million SEC settlement charge that was not tax deductible.

Now let's look at how each of our operating segments performed during the quarter. The Health and Education Consulting segment generated 69% of total company revenues during the fourth quarter of 2012. This segment posted revenues of $124.1 million for the fourth quarter of 2012, a 19.5% increase than the comparable quarter in 2011.

Both our Healthcare and Education practices within this segment had their best revenue quarter ever during Q4. The solid performance in this segment reflected an increase in overall demand for our services. The number of our full-time billable consultants in this segment reached 1,216 at the end of 2012, a 16.3% increase from the end of 2011.

Higher contingent fees which totaled $32.3 million for the quarter also contributed to this quarter's strong performance. The Health and Education Consulting segment's operating income margin increased to 41.1%, up from 33.6% in the same quarter last year. The increase in margin was primarily due to lower technology spending and lower salaries and related expense as a percentage of revenue.

The Legal Consulting segment generated 28% of total company revenues during the fourth quarter of 2012. This segment posted revenues of 51.5 million in Q4 2012, essentially flat with the comparable quarter in 2011. You may recall that we faced a tough comparison for the year-ago quarter which benefited from a few substantially large engagements that drove significant growth.

Our advisory business experienced revenue growth of 10% over Q4 of 2011 while our document review and e-discovery businesses experienced a slight decline. The operating income margin for our Legal Consulting segment was 21% for Q4 of 2012, slightly lower than 21.7% in Q4 2011, primarily due to higher salaries and related expenses as we continue to develop our global sales organization.

During Q4 2012, our Financial Consulting segment generated 3% of total company revenues which was $5.2 million in the fourth quarter of 2012, down from $7.7 million in the same quarter of 2011. Segment operating income for Financial Consulting was about $200,000 in Q4 of 2012 compared to $1.4 million in the same quarter of 2011. The decrease primarily reflects reduced demand for our restructuring and turnaround services.

As I mentioned during our last conference call, we are undertaking several initiatives intended to improve this segment's financial performance. We believe that the Financial Consulting segment will again positively contribute to Huron's growth in 2013 with a strong pipeline to start the year.

Now, turning to cash flow and our balance sheet, DSO for the fourth quarter came in at 60 days compared with 73 days reported at the end of Q3 of 2012. Cash flow from operations was $63 million for the quarter and $106 million for the year. Net of capital expenditures and earn-out payments generated cash flows totaling $53 million.

We ended the year with no borrowings under our line of credit and with the term loan balance of $192.5 million. Cash balances as of year-end 2012 were approximately $25 million compared to $5 million at the end of 2011.

Now, let me summarize the guidance that was included in the press release. For full year 2013, we anticipate revenues before reimbursable expenses in a range of $655 million to $685 million, EBITDA in a range of $118.5 million to $127 million and adjusted EBITDA in a range of $120.5 million to $129 million, net income in a range of $50.5 million to $55.5 million and adjusted non-GAAP net income in a range of $55 million to $60 million. And finally, GAAP EPS between $2.25 and $2.45 while adjusted non-GAAP EPS guidance is between $2.45 and $2.65.

Based on our existing engagements in the pipeline of new proposal opportunities currently in front of us as well as the current economic environment, which Jim discussed earlier, revenue range that we are projecting reflects the 4% to 9% increase from 2012 revenue from continuing operations.

With respect to adjusted EBITDA, net income and EPS, there are several items that you'll need to consider with reconciling these non-GAAP measures to comparable GAAP measures. Reconciliation schedules that we included in our press release will help walk you through these reconciliations.

Now, here are a few other modeling assumptions. Assuming the midpoint of our guidance range, we expect cash flow from operations of approximately $100 million, average utilization rates of approximately 75% for the full year, average hourly bill rates are expected to be approximately $230 for the full year and full-time billable consultant headcount will average approximately 1,450 professionals for the year and average full-time equivalents for the year will be about 1,250.

Weighted average diluted share counts for 2013 are estimated to be approximately 20.7 million. And finally with respect to taxes, you should assume an effective annual tax rate of approximately 43%. We're also going to provide our views of the expected range of contingent fees for the year. For 2013, we expect the range of contingent fees to be between $80 million and $90 million.

Finally, as Jim mentioned in his remarks, effective at the beginning of this year, the Health and Education Consulting segment will become two separate segments; Huron Healthcare and Huron Education and Life Sciences. The Legal Consulting segment will now be referred to as Huron Legal and the Financial Consulting segment will now be referred to as Huron Financial. The structure of the Legal Consulting and Financial Consulting segments remains unchanged.

In addition, certain immaterial practices which were historically part of our Health and Education Consulting segment will be combined and disclosed in an all other category. We will be reporting our financial results under this segment's structure beginning with Q1 of 2013. I'll note that we intend to file an 8-K with quarterly data from 2011 and 2012 under the new segment structure shortly after our 10-K filing.

Thanks, everyone. Now, I'd like to open up the call to questions. Operator?

Question-and-Answer Session

Operator

Thank you. (Operator Instructions). Your first question is from the line of Tim McHugh with William Blair & Company. Please go ahead, sir.

Tim McHugh - William Blair & Company

Yes. Thanks. First, I guess, I just wanted to look for some more color on your favorite topic contingent fees. So, did you end up recognizing some of the fees that you thought would get pushed out in the fourth quarter, or did some of that activity still get pushed out? And then secondly, the guidance for next year in terms of contingent fees and I guess given your comments about first half of the year not being any different than the second half. It seems like you're assuming a relatively more conservative amount of contingent fees next year, I guess, given that some fees have been expected to get pushed off this year, I'm surprised the guidance is relatively flatter down contingent fees next year. So, any more color on kind of the activity behind that would be helpful?

James H. Roth

This is Jim. A couple of comments, maybe I'll take the second one first. I think we said that there'd be a little bit more balance between the quarters and between -- we're not going to rely entirely on the second half of the year to kind of get to where we need to be from a guidance perspective. So, I don't think it will be incredibly balanced -- I don't think it will be incredibly even, but there will be far less volatility among the quarters and even among the halves than we saw in 2012. So I do think that second half of the year will probably show more contingent revenue than the first, I suspect.

But again, we're subject to the normal caveats of uncertainty over timing. But getting back to your first point, we did in fact recognize some of the contingent revenues in the fourth quarter. Some that we thought might have actually spilled over in the first quarter, we were able to recognize some. But as always, there's a variety of things that are taking place. Some did spill into Q1, not a huge amount. We also had some contingent revenues that started the quarter contingent that ended fixed because we made some contractual changes.

And this was consistent with kind of the way things operate within the practice on a normal basis and that is there is movement among all these things and that's why we get too -- a little reluctant to be putting our halves too much on the contingent portion of this. We feel really comfortable with the revenue amounts that we're going to be disclosing for the Healthcare segment. We feel a little bit less comfortable as to the timing as always on the contingent revenues, and just for all the reasons that we've talked about.

It was a mix in terms of what we recognized in the fourth quarter. There was a little spillage. There will be a little spillage into the first quarter. But I think probably the most important thing is that I do think we expect to see less volatility among the quarters and the halves next year. And I think it's important also to point out that we do think that over time, certainly our hope and expectation is that contingent revenue as a percentage of total Healthcare revenue will continue to go down.

Tim McHugh - William Blair & Company

Okay. And is there anything to read through in terms of the risk of kind of some of these larger engagements starting to come to their -- at least to an end or to their later stages and the risk that contingent fees in the second half of this year, it wouldn't be as large because you have to start back up on new large engagements. Is there any risk, I guess, to some of these larger engagements now starting to reach the tail end or -- and is that anyway kind of reflected in what you're expecting?

James H. Roth

Tim, I don't think there is much risk of that at all. We've got a pretty healthy pipeline going right now and we're not seeing any -- at least on our radar screen right now, we're not seeing any significant or material disruptions as a result of the large jobs stopping and waiting to have something else pick up. We've got a pretty steady flow of opportunities and engagements going right now.

Tim McHugh - William Blair & Company

Okay. And then the -- Mark, maybe just -- the contingent fee discussion was helpful and I guess you said you expect growth in Financial Consulting. Is there anything you can offer in terms of color in terms of what you're expecting for maybe Legal and Education and maybe Health without the contingent fees?

C. Mark Hussey

Sure. Yeah, I think all of the practices -- again, if you look across individually, I think -- let me circle back first with Financial Consulting since you mentioned that one first. With the way we are seeing the year shape up, I mean I think on a percentage basis it's going to look a lot better than it did this year. I'm not sure the percentages mean a lot. We would love to see us start to recover toward where we've been historically on this practice. We expect to be off to a good start, but – so I think this will actually be a contributor in 2013 versus a detractor. I think when you look at the other practices, let's take Healthcare next.

I'd say our expectation is for up a single digit type revenue increase. And as Jim alluded to, with contingent in the range that we estimated is a little bit different mix than it was a year ago. And reading into your question a little bit, a year ago we saw start-up of some larger engagements that had a higher percentage of contingent that ended up pushing back in the second half of the year. And just to be clear, what we're saying is we don't expect that to be our situation in 2013.

With respect to Legal Consulting, we certainly have the carryover from the acquisition that we had done in the middle of last year on AdamsGrayson. And then overall we would expect kind of mid-single digits -- lower single digits, mid single digit growth on Legal Consulting. And then finally with respect to Education, we see quite strong growth there. We should be high single digits to maybe even low double digit on Education.

James H. Roth

And I think this was I think the third quarter or maybe the fourth quarter in a row that Higher Education has had its record quarter. So it just continues to be expanding the services that it's offering and doing very well in the marketplace.

Tim McHugh - William Blair & Company

And then just to clarify, I'm sorry, on Legal, the low single digit to mid single digit, was that just the Legal Consulting side that you said or the overall Legal segment?

C. Mark Hussey

The overall Legal segment. Again, we've certainly been a little bit conservative out of the gate just because we don't have the visibility on e-discovery. But we'd say the market in general we think is going to be just fine in 2013 overall for the full year.

Tim McHugh - William Blair & Company

And that was low-to-mid single digits including AdamsGrayson?

C. Mark Hussey

Yes.

Tim McHugh - William Blair & Company

Okay. All right, thank you.

Operator

Your next question is from the line of Paul Ginocchio with Deutsche Bank. Please go ahead, sir.

Paul Ginocchio - Deutsche Bank

Good morning. Thanks for taking my questions. I was wondering if you could just give us the revenue for 2012 for the all other and the Education and Life Sciences divisions, so we can kind of get a feel for it?

C. Mark Hussey

Paul, just given that we haven't the 8-K yet, I can't do that at this point. But as soon as we file it, I will absolutely give it to you.

Paul Ginocchio - Deutsche Bank

Okay, great. And then just back to sort of maybe what Tim was trying to get at. Your headcount's up 15% at year end and it's been pretty steady growth at mid teens throughout 2012. And then once you take out AdamsGrayson, your guidance is sort of, we'll call it 3% to 7%. Are you planning on slowing down hiring or how do we kind of square the 15% headcount growth, 16% headcount growth with sort of 3% to 7% organic revenue growth for 2013?

C. Mark Hussey

Well, I think there's a couple of things going on there. First of all, I think you will see that the leverage model really went up dramatically in 2012 from where it's been. Most of the hiring was done at kind of the manager or below type levels. And so, in that context, it may not translate as exactly into the revenue picture. I would expect in 2013, it will be a little bit more balanced over time. But again, we're kind of hiring into expected demand as well. And so I think over time, it will get back into balance for the long term. Jim, if you want to add any comments to that.

James H. Roth

Yeah, I think the leverage model has changed and we also -- we've continued to have different areas of growth in our business. So, for example, one that we don't provide details on, but in Higher Education, for example, we are doing a fair amount of hiring in our tech areas. We're anticipating some pretty decent growth in that area. And when we hire for that area, we got to get people in, we've got to train them. The training takes awhile and then we typically will put them on assignments at reduced costs for a period of time while they're getting on-site training.

And so, part of the buildup you're seeing is really, I think, reflective of growth that we expect to be in the future. And so some of this stuff is preparing for late '13 and beyond where we think there's going to be fairly solid demand. So that's part of what we're seeing. And that's why I said that if you look at just the current hiring rates that you try to match them to the current revenue, you'd always get a match. But we are anticipating future growth across all the businesses. And that's why it's a little bit hard to reconcile.

Paul Ginocchio - Deutsche Bank

Okay. I'm sure that I know the answer, but you got approval for this Washington D.C. hospital contract, I guess it was yesterday, UMC. I would assume that's already in your guidance?

C. Mark Hussey

Yes, it's in our guidance.

Paul Ginocchio - Deutsche Bank

Okay. Thank you.

Operator

Your next question comes from the line of Dan Leben with Robert W. Baird. Please go ahead, sir.

Dan Leben – Robert W. Baird

Great, thank you. In the Legal segment, can you just talk about the drivers behind the sequential growth, the big step up there in the fourth quarter? How much of that was AdamsGrayson versus just organic improvements on the e-discovery side?

C. Mark Hussey

Sure. AdamsGrayson certainly was a good chunk of that. If I look at the -- hang on one second here -- at the advisory segment, was a little bit down sequentially. But again, the AdamsGrayson was picking up really the difference. So the growth was pretty much driven by AdamsGrayson because again, just keep in mind it was a very tough comparison to the year ago quarter. Is that what you're asking or was it sequential?

Dan Leben – Robert W. Baird

I was actually looking sequential, it was up over 500 million sequentially?

C. Mark Hussey

And that was really, if you remember in Q3 we had a little bit of a dip there in the middle of the quarter in discovery. And so that picked right back up and then the rest is AdamsGrayson.

Dan Leben – Robert W. Baird

Okay. And then just the visibility you have on those projects, can you talk about some of the nature of the projects that helped drive the increase?

James H. Roth

Dan, it's Jim. I'm not sure we've had any change in kind of the makeup and the composition of the kinds of the projects that we have. I mean these are -- this is the hardest business typically for us to forecast simply because our visibility is so low. The advisory piece is a little bit -- portion of that is a little bit easier for us to forecast. But I think the -- on the discovery side, we are cautious in terms of our growth rates just because we've always had some larger projects. And they come and go -- can come and go relatively quickly. So there's really nothing that's change about the composition of that segment in '13 as compared to '12. I don't know if that's answering your question, but…

Dan Leben – Robert W. Baird

No, it's helpful. And then just on the cost side, the cost of revenue jumped up pretty good sequentially. Again, kind of help us understand AdamsGrayson versus just the hiring and if there was any kind of fourth quarter comp catch-ups hidden in the numbers right in here?

James H. Roth

Well, I know one of the reasons for the cost side picking up was that we -- as we've been saying for a while, we've been trying to diversify our client base and our method for doing that is to continue to expand our global sales organization. And I think that's where you see some of the increased cost come up. We've been hiring into that organization. It's already demonstrating some real good sales, let alone opportunities for us to continue to diversify. I think that's where you saw some of the cost pick up in that segment. But we're hoping that that's going to get back to more normal levels or even better levels in 2013.

C. Mark Hussey

Dan, the other piece of that is really on our bonus accruals, as we finish the year on a stronger note, sequentially if you remember in Q3 with the adjustment in guidance, there was some reduction. So relatively speaking, Q3 was light on bonus expense where Q4 was much heavier.

Dan Leben – Robert W. Baird

Great. Thanks, guys.

Operator

Your next question comes from the line of Tobey Sommer with SunTrust. Please go ahead, sir.

Tobey Sommer - SunTrust Robinson Humphrey

Thanks. I was wondering if you could comment about what your backlog and visibility is compared to this time last year when we were talking about 2012 guidance. And I guess specifically, I'd like you to comment on the Healthcare and Higher Ed backlog? Thanks.

James H. Roth

Tobey, this is Jim. I think our visibility is better than it was last year. We spent a lot of time this year in preparing the 2013 budget. We spent a lot of time with the practices making certain that we understood how we were going to turn the corner into 2013. As with our method of doing that was really to go back and look at the assumptions about backlog both hard and soft and really trying to get a better understanding to how we're going to get out of the gate in 2013. I think our visibility this year really for all of the practices is probably better individually and collectively than it was last year.

Tobey Sommer - SunTrust Robinson Humphrey

And just as a follow-up of kind touch on a theme that has already been bantered around a bit, with a better backlog and given the hiring patterns, how do we reconcile the deceleration in headcount growth as you look at '13? Is the recruiting market getting more challenging, just any additional color you can provide would be helpful?

James H. Roth

The recruiting market is getting more challenging. I think as the economy has picked up a little bit, it's gotten more challenging. It's interesting. On the one hand, it's more challenging. There's more competition, particularly in Healthcare but at the same token we've had a tremendous amount of interest in Huron from people that are working in other firms, particularly other healthcare firms. So for us it works out pretty well. I think that's partly a reflection of our brand and the collaborative nature of our culture here.

But I think what we're doing is we're going to -- we've got decent visibility certainly going through most of the first part of the year and I think we're going to just be conservative about our hiring for the latter part until we get more visibility, which frankly will be rolling out over the next couple of months or so. It's not as though we've got to wait until July to sort of what we want to do. We are not having trouble identifying people and getting people to join our businesses. We're just being cautious and conservative in terms of how we're -- how aggressively we're actually hiring.

Tobey Sommer - SunTrust Robinson Humphrey

Thank you. Just two more questions from me and I'll get back in the queue. One, housekeeping one; I don't know if you gave a CapEx assumption for this year, but if you could that'd be great? And then I was hoping you could also comment within the Huron Legal, I think you have launched a new service and I was hoping you could provide some more color on what that could do to the business?

C. Mark Hussey

Sure. The CapEx assumption for the year is approximately $24 million. And then with respect to integrated analytics, Jim you want to…

James H. Roth

We had kind of a soft launch for the integrated analytics back in October. We had a harder launch over Legal Tech last month. But we had said even last October that we expect most of the -- that the integrated analytics would really begin to pick up probably much more so in the second half of this year. So, we really had no expectations for it to be picking up now. We're continuing to talk about declines because they're getting increasing comfortable with it. There continues to be movement in the courts in terms of increased acceptability. So, I think we're still on target towards having more visible and acceptance of this probably towards the second half of this year.

Tobey Sommer - SunTrust Robinson Humphrey

Thank you.

Operator

Your next question is from the line of Joseph Foresi with Janney. Please go ahead, sir.

Joseph Foresi - Janney Capital Markets

Hi. I was wondering if you could talk first a little bit about the pipeline in Healthcare and Education versus last year. I know you talked a little bit about the visibility being better, but how's the pipeline in that business year-over-year? And have you seen any changes in either pricing and/or the size or timing of engagements?

James H. Roth

Joe, I'll answer that a couple of ways. First of all, in terms of the pipeline, in my introductory comments I mentioned that the pressure for change is acute, I think, in the Health and Education segments. And I think our activity and our backlog is reflective of that right now. I mean this is -- I've been consulting for 32 years or so and this is probably the period of time where the change is so not only great but it's also so uncertain. And it's creating a lot of challenges for our clients.

And so I think we happen to be very well positioned to address those. I take a lot of comfort not just in the quantity of the clients that are entering our backlog but also the nature of the work that's been done. The nature of the work in Healthcare and in Education and Life Sciences is really expanding and that we're doing more and more work for those kinds of clients. And that combination tells me that they're increasing comfortable with our ability to provide assistance to them on a whole wide array of strategic and operational issues. And that's exactly where we want to be.

So, the backlog is very strong, as strong as it's been. In terms of pricing and timing, we're not really seeing any -- we'll see a little bit more competition on the pricing side, but it doesn't -- it's not really at the point where it's having any kind of measurable difference at this stage, I'd say. And the timing, I think on a case-by-case basis, because of the nature of the change that needs to take place, whether they be cost base or whether they're strategic or whether they're revenue based, the work that we're doing continues to be fairly invasive and what happens is, I think it takes a little bit more time for our clients to get to the point where organizationally -- internally from their end that they're ready to actually do some of this work.

All that is factored into our guidance, in fact that's probably a little bit why we're being conservative on that is that we're very confident on the demand. We get a little bit more uncertain on the timing and that's why I think we've taken this conservative stance in terms of the guidance and that we're just going to let things play out. But what gives me a lot of comfort is the number of opportunities that have arisen where we're very seriously being considered to help on a variety of revenue expense and strategic issues, both in Healthcare and Education.

Joseph Foresi - Janney Capital Markets

Got it. So, on the conservative note, I mean are you sort of thinking about what the experiences with the volatility and the numbers last year, clearly you were thinking about that when you broke up the segments which is very helpful, but you're trying to sort of I guess -- how would you characterize the conservativeness and the numbers? What thought process did you add outside of giving the guidance number in developing the numbers that maybe wasn't there last year or has changed?

James H. Roth

Joe, as we found not just in 2012 but even in prior years, a lot of stuff can happen. And I think what -- we are just going to kind of let this year play itself out. We certainly can envision that this guidance is conservative, but we don't want to get ahead of ourselves and indicate that it's going to be more of a certainty. I think we'll get increasing confidence as the quarters and the months play out. And that's really what we're doing right now. Our total focus is just stay in the market and be as responsive as we can.

And as we see constantly, any effort that we have whether it takes a month or whether it takes 18 months to deliver our value, it's the value that we're delivering in the marketplace that actually helps us sell and makes the rest of our revenue stream more predictable. We had an instance recently where we had a client, a hospital client that told us that they wanted help on the cost side of things, on the performance improvement type side of things and they wanted to go fixed price.

And the reason they wanted to do that is they checked out with a lot of places where we were doing work and they came away convinced that we would get the results that they were looking for. So they didn't want to get into a contingent arrangement. And it's those kinds of activities that give us such a great reputation in the marketplace. If we just do our work and we create the value, a lot of other things take care of themselves. As it relates to our guidance, we're going to just let this year kind of play out a little bit. But we're going into the year, we're pretty confident that we'll have a strong year and that we're going to be -- that our opportunities in the marketplace will be very strong, very solid.

Joseph Foresi - Janney Capital Markets

Great. Well, we appreciate the thoughtfulness. And color you can give us across any of your businesses in regards to any large contracts that could potentially end and/or be renewed, and I'm thinking about Legal as well, anything specific that the investor base should be aware of heading into that year?

James H. Roth

The only ones when we sit back -- and this has always been the case, the only ones that really have -- I think any project can and quickly, but there's really no history of that with the only exception being in Legal. And I think there and some of the discovery sides where you can live litigation that gets settled or investigation that ends. And that's why -- in part why our guidance is probably or at least our thoughts in Legal is probably the most conservative when Mark was talking about the growth rates, because we're just trying to anticipate that, again, things can happen that are a little bit -- that are largely out of our control.

So I think any real exposure that we have for something ending quickly is probably limited to Legal. Here on the Financial one, we're working on a bankruptcy or a reorganization, again things can happen quickly there as well, but it's relatively small and I don't think it will have as much of an impact. I think if you're going to worry about things, we wouldn't worry about them in Legal. I've always considered that to be our highest [paid] practice just because of the reason you're raising right now.

Joseph Foresi - Janney Capital Markets

Great. And then the last question from me. As you think about the business heading into next year, it seems like you are devoting our resources to at least two or three of these different pieces or practices. Can you talk a little bit about; first, is there any acquisition activity that you're thinking about for next year, any hires, any -- maybe you can just describe for us the methodology or thought behind the investment schedule for next year and where you're looking to add capabilities and what's in the guidance from that side?

C. Mark Hussey

Joe, this is Mark. I would say that each of our practices, except for Financial Consulting have varying opportunities that they're looking at and all have a very active M&A pipeline. I would characterize those as generally speaking tuck into acquisitions like the one we announced this morning would help us expand an existing capability or maybe an adjacency to existing service lines that we have.

And I believe that 2013 will continue to be a very active year for us in terms of M&A activity. We see opportunities in the marketplace and hopefully we continue to see values that we think make sense from an overall return standpoint. So, with the strength of the balance sheet that we have right now, we're less worried about the allocation at least for right now just based on the fact that these have been mainly in that tuck-in kind of range.

Joseph Foresi - Janney Capital Markets

Great. Thank you.

Operator

(Operator Instructions). Your next question is from the line of Bill Sutherland with Northland Capital Markets. Please go ahead, sir.

Bill Sutherland - Northland Capital Markets

Thanks very much. Most of mine have been asked, but I have one clarification and then just one additional color. Clarification is in Legal, I'm a little confused on the legal advisory line in Q4 and the sequential significant down tick sequentially, whether that was related to the strength -- unless my model's not correct, that's the way it looks. I'm just looking for color there? Thanks.

C. Mark Hussey

Sequentially, Bill, Q3 was a very strong quarter for the legal advisory practice. And so just sequentially they came back down from kind of their peak. But they overall had a terrific year, the best year since 2008. And we continue to see lots of opportunities within there. You probably saw the announcement we made about a group hire essentially from the Capstone Group. So, we continue to see the opportunities and want to build out those capabilities. So really I think you just add sequentially a little bit tougher comparison.

Bill Sutherland - Northland Capital Markets

Okay. I don't mean to make too much of it. Then, I'd be interested to hear a little more color on kind of the direction or the drivers of the technology part of your education practice as it sounds like from Jim that it's heading into '13 with a lot of good momentum. What are you kind of responding to in the market that's making that happen? Thanks.

James H. Roth

Bill, the technology -- it's always been a pretty good-size part of that practice and the technology focus has been and continued to be in part around our -- I'd characterize the kind of technology that we do. We provide assistance on kind of broader ERP in large administrative systems and within the university and hospital markets, primarily financial and HR. And then we also obviously with our quick and other services, we have a very strong presence in the research administration arena as well.

And so it's really going to be in those two. It's administrative and it's research and that's the gist of our -- that's the lion share of what we do. We also do work with budgeting models and other things technology wise, but the research and administrative functions are really the focus of our technology practice within the education practice.

Bill Sutherland - Northland Capital Markets

And do you feel, Jim, that you're riding the wave or have you really taken yourselves up a notch?

James H. Roth

I feel like I've riding a wave for 15 years, I don't know. I think we're -- this is a tough time to be -- for it to be a Higher Education client. I think there's a lot of crosswinds for our clients and it's really, really interesting to see the kinds of projects that we're getting that are very strategic -- very, very strategic and central to the future where these organizations are going to be. I'm talking about some very well regarded, internationally known institutions that are kind of looking at their future and figuring out what we need to do and that's -- we're right square in the middle of doing that for a lot of our clients. So I think if it's a wave we're riding, it's going to be a long wave, I think.

Bill Sutherland - Northland Capital Markets

All right. Thanks, guys

Operator

Your next question comes from the line of Randle Reece with Avondale Partners. Please go ahead, sir.

Randle Reece - Avondale Partners

Good afternoon. Just taking apart your guidance implies 18.4% to 18.8% adjusted EBITDA margin, which is somewhat higher possibly year-over-year, flat to up. And I was wondering if you breakdown your expectations between gross margin and SG&A in that guidance?

C. Mark Hussey

Sure, Randle. This is Mark. Our goal, and this is true just in general on SG&A, is to continue to keep those expenses as flat as we possibly can. That said, there's really two kinds of SG&A. One is corporate overhead and then the other one is really indirect expenditures within our practices. And often times, the indirect expenditures within the practices are in the form of investments for expanding capabilities or for just enhancing.

So that's, I would say the majority of our spend increase in this coming year on that side is in the form of specific investments around opportunities in the practices and at the corporate level around supporting the overall size of the corporation. So things like recruiting, et cetera, where you need to bring people in and there's an additional cost to doing that.

Randle Reece - Avondale Partners

Okay. Are there differences in your expectations for margin leverage across the practices this year?

C. Mark Hussey

If I look at your -- yes, there's definitely differences in margin expectations, I would say. And generally speaking, we're always looking to maintain or improve margins. The pricing side of things is relatively stable but not really conducive to increases. And so you've got to basically drive margins through productivity, better utilization or improving your leverage model from a cost perspective or just leveraging your overall corporate SG&A. But in general, depending on the practice that you're looking at to the extent that some have a little bit higher investment, there is slight differences in margins.

Randle Reece - Avondale Partners

If I back the contingent fees out of the Healthcare business, it looks like your core consulting billing rate improved quite a bit in the second half of the year versus the first. If you just kind of averaged it out for the year, it was pretty flat year-over-year. And first of all, I'm wondering about that increase through the year? And second of all, I'm wondering about future expectations?

James H. Roth

Randy, this is Jim. I'll take the first part of that at least in terms of the -- where the billing rate to variations in it. One of the things that really moves that billing rate around dramatically -- there's actually two things that move the billing rate around dramatically. One of them is when contingent rates are either higher or lower in a current quarter. The second thing which has a material -- can't have a material impact on the billing rate is the number of assessments that we're doing in a given quarter because when we're doing assessments, we're basically billing at cost.

And so if we were doing nothing but assessments, you'd see a very, very low billing rate presumably followed by much higher billing rates. And so that's why at quarter-to-quarter is kind of hard to look at that rate. And even looking at the first quarter to the end of the year, it's not -- I wish it was a more predicable data point from which to kind of begin to project things out. I would say at this point we're probably not going to expect much of a difference in that rate in 2013 probably for some of the same reasons we have right now.

There's a little bit of pricing pressure, all which has been considered in our guidance, and we're just not going to go back in at this stage and predict that we're going to have a material increase in pricing. And on top of that, we're still doing a fairly healthy amount of assessments. Some of the assessments that we're doing today undoubtedly are going to begin to generate revenue, some in '13 but some also in '14. And so again, it's just hard to match as much as we'd like to do it as I'm sure you'd like to do it as well, it's just hard to match that quarterly billing rates with the revenue generation.

Randle Reece - Avondale Partners

When I look at the history of your revenue per FTE and Legal, which is where the FTE revenue is most significant, it looks like there is a down trend over time. And I'm wondering how much there really is versus other factors like acquisitions that might be affecting things?

James H. Roth

Randy, I think in Legal, I think the biggest thing that's contributing to the drop off in billing rates is the increase in leverage model, which has been substantial and that too. That's why I say that it's just -- it's not a great thing to look at in isolation because you could be having lower billing rates. And so for example, on Higher Education you've got lower billing rates but then you've got higher margins. And so I think you kind of have to look at the whole picture which includes the leverage model to really get a sense as to what's going on. The billing rate is an A factor we look at, but it's not the most reliable one.

Randle Reece - Avondale Partners

Thank you very much.

Operator

We have a follow-up question from the line of Tim McHugh with William Blair. Please go ahead, sir.

Tim McHugh – William Blair & Company

My question got asked, so we can wrap it up. Thanks.

Operator

Your next question is a follow-up from the line of Tobey Sommer with SunTrust. Please go ahead.

Tobey Sommer - SunTrust Robinson Humphrey

My question's been answered. Thank you.

Operator

Mr. Roth, we have concluded the allotted time for the call. I'd like to turn the conference back over to you.

James H. Roth

Okay. Thanks everyone for spending time with us this afternoon. We look forward to speaking with you again in April when we announce our first quarter results. Good evening.

Operator

This concludes today's conference call. Thank you everyone for your participation. Have a great day.

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