Huron Consulting Group, Inc. Q2 2008 Earnings Call Transcript

| About: Huron Consulting (HURN)

Huron Consulting Group, Inc. (NASDAQ:HURN)

Q2 2008 Earnings Call Transcript

August 5, 2008 11:00 am ET

Executives

Gary Holdren – Chairman, President and CEO

Gary Burge – VP, CFO and Treasurer

Dan Broadhurst – COO

Analysts

Andrew Fones – UBS Securities

Tim McHugh – William Blair & Co.

Jim Janesky – Stifel Nicolaus

Tobey Sommer – SunTrust

Mark Bacurin – Robert W. Baird

Brandt Sakakeeny – Deutsche Bank

Kevane Wong – JMP Securities

Bill Sutherland – Boenning & Scattergood Inc.

Operator

Good morning, ladies and gentlemen, and welcome to the Huron Consulting Group's webcast to discuss the results for the second quarter 2008. At this time, all conference call lines are on a listen-only mode. Later, we will conduct our question-and-answer session for the conference call participants and instructions will follow at that time. As a reminder, this conference call is being recorded.

And now I would like to turn the call over to Gary Holdren, Chairman and Chief Executive Officer of Huron Consulting Group. Mr. Holdren, please go ahead.

Gary Holdren

Good morning. And thank you for joining us for today's webcast to discuss Huron Consulting Group's second quarter 2008 results. Before we begin, I would like to point all of you to the disclosure at the end of our news release for information about any forward-looking statements that may be made or discussed on this call.

We have posted a news release on our Web site. Please review that information along with our filings with the SEC for disclosure of factors that may impact subjects discussed in this morning's webcast.

Also on this call, we will be discussing one or more non-GAAP financial measures. Please look at our earnings release and on our Web site for all of the disclosures required by the SEC, including reconciliation to the most comparable GAAP numbers.

Joining me on the earnings call today in Chicago are Gary Burge, our Chief Financial Officer, Dan Broadhurst, our Chief Operating Officer, and Mary Sawall, our Vice President of Human Resources.

This morning, I would like to cover with you the market demand for Huron services and how we are positioning ourselves to address these market demands for the rest of 2008 and beyond. We continue to believe Huron needs to focus its capital and resources on markets where we have unique skills, service offerings, and market positions.

Let me start with our health and education consulting practice. Many of you have heard me talk about – before about how robust the consulting spend is and the market demands are for the health and education marketplace in the United States.

Whether it is the most prestigious research university, the academic medical centers associated with them, or the over 5,000 hospitals in the U.S., there are opportunities to help each one of them improve their financial and operating results.

Revenues at these institutions are going down, and costs are going up, the perfect situation for Huron to help each of these institutions improve.

In 2008, our higher education, our pharmaceutical and health plans, and our Wellspring Healthcare business will have organic growth of approximately 30% with strong market demands for 2009 and beyond not only in the U.S., but also in the emerging Middle East market.

We believe the Stockamp acquisition is going to significantly improve our market position in the health and education sector. The acquisition created very positive market and client reactions for us, and it represents a further opportunity to increase the Huron brand equity.

Stockamp significantly broadens and diversifies our offerings in healthcare, and will allow us to further penetrate academic medical centers, teaching organizations, integrated healthcare systems, and children's healthcare organizations.

One of the very appealing aspects of Stockamp's business is that they work extensively with high performing and profitable healthcare organizations. Even the most successful and profitable organizations, the Stockamp team has a track record for delivering significant and measurable value propositions.

Their revenue cycle solution drives sustainable, annual income improvements equal to 2% to 4% of an organization's annual net revenues. And their patient progression solution typically increased in-patient capacity by 5% to 10% without adding plant, equipment, beds or increasing staff.

These two solutions, revenue cycle and patient progression are exclusively endorsed by the American Hospital Association, the trade associations whose members represent 5,000 of the nation's hospital.

Just a few weeks ago, I attended the Stockamp orientations in Portland and Dallas. I was very impressed by their passion for serving clients and know they will be a great fit for Huron. Huron's values for client and community services are identical to Stockamp's. I'm very excited about our future together.

Jim Roth, David Shade, and Paul Kohlheim, the leaders of Higher Ed, Wellspring, and Stockamp are all committed to building an integrated health and education practice that will create multiservice offerings and value solutions in this very important segment of the U.S. economy.

The health and education business with 70% of higher education's clients being repeat buyers each year and with Wellspring and Stockamp jobs lasting 6 to 12 months, gives us additional predictability in our annual revenue streams. We are very pleased with how the segment is performing and will continue to perform in the future.

In our legal consulting segment, we have begun to reap the benefits of the investments made to maintain our edge as the leading service provider to the largest and most complex law departments in the world.

The second quarter was very strong, both in terms of 34% organic revenue growth and improved operating margins. We believe our 2008 organic growth rate will approach 40% with strong demand building for 2009 and beyond.

V3locity's reception in the law department marketplace has met or exceeded all of our expectations. In the second quarter, V3locity won new assignments at large banks, pharmaceutical companies, and energy companies, all of which were key target markets for us. V3locity continues to gain momentum.

In the fall, we will be opening a new document review center located in Chicago, adding 150 workstations to our existing review capabilities.

We are also exploring other expansion opportunities for both – from both a marketing and service delivery perspective. This will fuel future growth for this product and will also help us to continue to have the most market responsive product in the industry for controlling discovery cost.

All of these developments are in line with our goal of becoming the most market relevant provider of services to the office of the General Counsel with our solutions developed around cost reduction and information management.

In financial consulting, we continue to believe the market opportunities to offer disputes and investigation services and the services to the office of the CFO is very large. We continue to be very focused on the market opportunities that will allow each MD to succeed and get laser focused on the buyers and services they need.

We now have a full time, dedicated sales force of nearly 20 people who are focused almost exclusively on selling financial consulting. We believe financial consulting revenues have reached an inflection point, and expect there to be an increase in future quarters.

With disputes and investigation practice revenues were approximately the same in Q2 of '08 as they were in Q1, and the segment's revenue declined from Q1 was due to CFO Solutions.

In July, we have seen an increase in business and opportunities. The disputes business in July returned to our 45% gross margin threshold for the month. We are headed in the right direction with this practice. We remain very optimistic about our ability to sell CFO solutions in the marketplace.

We are gaining more insight every day on what the CFO market wants in terms of services and how to best sell those services. We also have some recent win in the service offering and we have more in the pipeline.

In the meantime, we continue to manage headcount in the segment while we work to regain revenue momentum. Financial consulting headcount is 287 in the segment today compared to 325 as of March 31, 2008.

I want to be clear that we remain very bullish about our financial consulting business. This business will be back. We are all working very hard to increase revenue in this very, very important segment of Huron.

As you saw in our press release into corporate – as you saw in our press release, our numbers for Q2 corporate consulting, we have made some changes. We have exited our operational consulting business which was not an easy choice, but it was the right one.

We had seven very talented managing directors and an outstanding group of professionals. However, we could not just get enough scale or size to compete effectively in this marketplace which is (inaudible) with some of the largest and best consulting firms in the world.

We wish all the professionals leaving Huron from operational consulting continued professional success. We continue to believe we can grow the rest of our corporate consulting practice led by our Galt strategy practice, our Japanese business, our utilities group vertical, and our restructuring practice.

We expect to have 20% organic growth in 2008 from corporate consulting, even after exiting the operational consulting business for the last five months of 2008.

Before I turn it over to Gary Burge, let me recap by saying that two of our segments, health and education consulting and legal consulting are firing on all cylinders and leaving strong here in 2008 and the Stockamp acquisition is only going to improve the picture of our health and education business. We expect very strong performance from these two segments in 2009.

We have taken proactive steps and will continue to take proactive steps to improve the top line and the bottom line results of financial consulting. We feel we are getting these business positions where we can regain moment from both a growth and profitability perspective from the rest of 2008 and into 2009.

We are very pleased with how we have Huron positioned for 2009 and beyond. Growth and profitability will be a key focus of our whole management team, and every managing director in Huron. We will add to our superior market offerings, and exit where we can't achieve scale or superior client solution practice.

I have been asked by some of you about the impact of the variability in the segment results of Huron's – on Huron's ability to retain good people. Well, our voluntary turnover for the first six months is the lowest in Huron's history. It annualizes to 12% for 2008. So I'd like to thank all of the employees of Huron for their great contribution and for creating a real team culture.

Let me now turn it over to Gary Burge, who will go over our financial results and guidance.

Gary Burge

Thanks, Gary and good morning, everyone. I have a lot to talk about with respect to the quarter and guidance, so let me get right into it. Some of our financial highlights included revenues of $143.4 million, were up 21.3% compared to last year's second quarter with consolidated organic growth of about 10%. Excluding the financial consulting segment, the combined organic growth rate for our other three segments was nearly 27%.

Our customer diversification continues to improve as our top 10 customers represented approximately 24% of total revenue for the quarter compared to 31% a year ago. EBITDA decreased slightly to $25.6 million for the second quarter, and our adjusted EBITDA rose slightly to $32.8 million. Our adjusted EBITDA margin remains solid at 22.9% of revenues.

Operating income increased 2.3% to $20.2 million for the quarter, up from $19.8 million last year. Operating margin was 14.1% as compared to last year's 16.7%, reflecting declines in utilization levels in certain practice areas, which we continue to focus our attention on. Net income decreased to $9.8 million in the second quarter of 2008, and diluted EPS was $0.54 compared to $0.56 a year ago.

Overall, we came in slightly higher than the mid points of the revenue and EPS ranges than we gave you heading into the quarter. We certainly had some puts and takes in our operating results, but in general, the quarter met our expectations. Our balanced portfolio continues to work.

Now, for some comments regarding each of our businesses, the health and education consulting segment continues to be a bright spot for Huron as revenues were $56.7 million for the second quarter of 2008, increasing better than 32% all organic from $42.8 million in the second quarter of 2007.

We remain very pleased with the strength that Wellspring has displayed in the community hospital market. Our higher education and pharma health plan practices also had very strong second quarters, and we have a very positive outlook for those businesses as well.

In total, the health and education segment operating income was outstanding increasing 62% to $22.7 million from $14 million during the same period, a year ago. With the exclusion of Wellspring's rapid amortization, which was $1.6 million from our 2007 Q2 results, operating income for this segment would have still improved 45% from a year ago.

Revenues for the financial consulting segment were $34.8 million for the second quarter of 2008, increasing about 6% from $32.7 million, a year ago. As a reminder, this segment now includes what we call CFO Solutions business from the Callaway acquisition that was completed in the third quarter of 2007.

Excluding Callaway, second quarter revenues for our financial consulting segment would have been down about 34% organically from a year ago as this event driven practice continues to experience many of the same factors that impacted Q1.

Financial consulting operating income of $8 million decreased by $7.3 million or about 48% from last year's second quarter due to a significant drop-off in utilization rates for the full time billable consultants in this segment. As Gary mentioned, we continue to manage headcount within this group and we remain very bullish about these two businesses and are committed to them.

Recent upticks in disputes and litigation opportunities as well as opportunities for outsourced, internal audit, and other risk management services and CFO Solutions makes us optimistic that this group can regain some revenue momentum as the year goes on.

Moving on to legal consulting segment, they had a great quarter. Revenues were $30.5 million for the second quarter of '08, increasing nearly 34%, all organic from $22.8 million in the second quarter of last year. V3locity had a great quarter, as Gary said and our core legal consulting practice also showed some improved momentum in 2Q.

Segment operating income increased approximately 39% to $10.1 million from $7.3 million during the same period, a year ago, and operating margins improved to 33% in this segment, improving for both V3locity and our legal consulting practice.

We believe that there is great potential for this business. We continue to hit the market hard to keep the V3locity sales pipeline full and fill the pipeline for our core legal consulting and records management businesses. As we've said before, the solutions, technology, and resources are in place to meet the needs of the general counsel market.

Revenues for the corporate consulting segment were $21.4 million for the second quarter of 2008, increasing 7% organically from $20 million in the second quarter of '07. Segment operating income increased $6.6 million in the second quarter of '08, up about 12% from $5.9 million during the same period, a year ago, reflecting the improved top line in an absence of rapid amortization expense relating to the Glass acquisition.

With the decision on the operational consulting practice behind us, we are optimistic that the remaining practices in this segment will do well. Japan and the utilities are meeting our growth expectations, Strategies should have a good second half as their backlog looks real solid, and there's an opportunity for our restructuring and turnaround practice to have a real solid second half as the economy continues to struggle.

Now for a few more stats, DSO came in at 74 days at the end of the quarter, staying consistent with our first quarter DSO. And our return metrics remained strong with a return on assets of approximately 9.7% and return on equity of 22.9% over the last 12 months.

Now, guidance for Q3 and the full year 2008, since we last talked about guidance, we've had a few changes to our business. First, we announced the Stockamp acquisition here in the third quarter, then we made a decision also in the third quarter to close down our operational consulting practice and take an estimated $2 million severance charge associated with that decision and some other headcount actions that we've taken in other practices.

To help display the impact of these changes, we put a table in the press release. I won't walk you throughout the numbers, but basically, what we've done is to show Huron before the changes and call that legacy Huron. This is the Huron that we started the year with.

Also, we've tightened the legacy Huron ranges from what we previously gave you. The mid point of the revenue and EPS ranges falls in close proximity to where the Street had us prior to today's call. We want to point out that we've not changed our view on the health of our core business.

We then showed the estimated impact of Stockamp for 2008. This column shows the estimated impact of Stockamp on Huron's 2008 results and includes the following

Includes the impact of the transition from cash basis revenue accounting to GAAP accounting here in 2008 that we discussed in our call when we announced the acquisition. This is reflected in the Stockamp $35 million to $40 million revenue projection for the year.

Revenues that Huron will not be able to recognize during this 2008 transition period are estimated to be somewhere in the neighborhood of $15 million. This will not be an issue for us in 2009 as we sync up the GAAP and cash basis revenue reporting.

The column – Stockamp column also includes the estimated amortization of intangibles and the estimated interest cost associated with the debt we took on to complete the acquisition. Finally, the column also includes the dilution resulting from shares issued in connection with the acquisition.

Next, we show a column labeled Restructuring and Severance Impact. This column includes the estimated $2 million charge for severance costs associated with the elimination of the operational consulting practice, and headcount actions taken in other practices.

In addition to the severance cost, this column also shows loss, revenues, and EBITDA associated with the operational consulting practice. No revenues were assumed to be lost from the financial consulting practice headcount actions because of the low utilization in that group.

The combined Huron column then reflects a sum of the legacy Huron, Stockamp and the restructuring and severance columns, resulting in a guidance range of $164 million to $171 million of revenues and $0.38 to $0.50 of EPS for the third quarter. Guidance for the full year has now been updated to reflect the revenue range of $625 million to $650 million, and EPS of $2.10 to $2.39.

Some full year modeling assumptions for the legacy Huron business without Stockamp would include approximately 1,225 billable consultants on board by the end of 2008, and approximately 875 average FTEs for the year. Average utilization rates for the year of 65% to 70%, and a 4% lift in our average hourly bill rates compared to 2007.

Weighted average diluted share counts for 2008 are estimated to be approximately $19.9 million for Q3 and $19.1 million for the full year 2008. Finally, with respect to taxes, you should assume an effective tax rate of 45% for the year.

Lastly, before we open it up for questions, let me give you some preliminary 2009 guidance for Stockamp for modeling purposes. Please realize that these Stockamp assumptions are rough, they're based on very preliminary information. We would assume that Stockamp's roughly a $100 million cash basis revenue in 2008 would grow 15% in 2009.

You can assume an approximate 40% operating margin before the amortization of intangibles, and you can assume approximately $7 million of amortization expense in calendar year 2009, less than $1 million of which is assumed to be rapid amortization that is going to lapse in the first quarter of 2009.

When you run the numbers, you're going to see that Stockamp should be very solidly accretive in 2009. I know this has been a long discussion on guidance, but we wanted to give as clear a picture as we could regarding our assumptions.

Let's now open it up for questions.

Question-and-Answer Session

Operator

Thank you. (Operator instructions) Our first question comes from the line of Andrew Fones of UBS Securities. Please proceed, sir.

Andrew FonesUBS Securities

Yes. Thanks, guys. Just wanted to, first of all ask a question on the restructuring. Could you go through kind of where the current headcount is or where it's expected to fall out once the restructuring is completed across each of the divisions? Thanks.

Gary Burge

Andrew, this is Gary Burge. There's not a lot of numbers involved here, but it certainly involve MDs, and so this involves some costs. Our operational consulting practice has about 30 professionals in it that would be included in this restructuring charge, and then people involved in other practices are relatively minor compared to that number, 5, 10, 12 people in various other practices, not a big number.

Andrew FonesUBS Securities

Thanks. The kind of the $5 million of revenue that you assume comes out due to the restructuring, is that all in operational consulting? Thanks.

Gary Burge

Yes.

Gary Holdren

Yes.

Andrew FonesUBS Securities

And then can you give us an estimate as to the accretion to EPS from the Stockamp acquisition in 2009?

Gary Burge

I didn't give an absolute number, Andrew, but I walked through some modeling assumptions which would, say, $100 million of revenue this year, 15% revenue growth, 40% operating margin before amortization of intangibles, and so, you can do some rough calculations on your own, and see that this number should be pretty accretive in 2009.

Gary Holdren

It's going to be a very good business for us, Andrew.

Andrew FonesUBS Securities

I guess that the rough numbers I'm getting come up towards $1 of accretion. Does that sound like it's in the rough ballpark?

Gary Holdren

We can't – we're not there yet on '09. But I'll just say, all I'll continue to say is this is going to be a very profitable, good business for Huron, and we haven't even assumed any kind of growth like we got out of the Wellspring acquisition.

Andrew FonesUBS Securities

Thanks. And then just kind of one final one, the center that you're opening in Chicago for e-discovery, how many seats will that add, and when in the quarter should we expect that to come on line? Thanks.

Gary Holdren

Yes. The center opens September 2nd, and we've got 157 seats, and we can take it up to 200.

Andrew FonesUBS Securities

Thanks.

Operator

Our next question comes from the line of Tim McHugh. Please proceed, sir.

Tim McHugh – William Blair & Co.

Yes. I was wondering if you can give us a little more color on the expectations for an inflection point or improvement in Callaway and the financial business at this point what you're seeing in the marketplace?

Gary Holdren

Yes, Tim. What we're seeing is we're just – we're seeing just not a lot of big jobs, but we're just seeing increased efforts and wins from sort of bread and butter disputes. But – as I said, we – when we look at our FEC business first, we've seen an improvement in every month from April, May, June, July, the revenues keep going up, and the margin keeps going up. Now as I said, we've got our gross margin back to 45% of that business. And we continue to believe we're going to see continued improvement in that business. In the Callaway business, we're seeing a lot of good opportunities in areas where we can use internal audit resources to help on things around compliance, around the whole credit crisis, and just doing things where – so our wins are – they haven't started to hit yet. But we're starting to see that we've got some September and some new wins going. So we're seeing really positive directions about this. We haven't put a lot of that in guidance yet, just a little bit. So we think that's sort of where our upside is. We think we've clearly reached a bottom point, and you should see that segment start improving in Q3 and Q4 from Q2.

Tim McHugh – William Blair & Co.

So is it fair to say you mentioned the gross margin being back to normal. Have you seen utilization rates as you've cut headcount in that business returned to your targeted range?

Gary Holdren

No. The one thing that's – one thing it's really – we were talking about this morning, sort of the unique thing about this business model is they've got some of the highest rates and some of the lowest embedded cost. So, we can do a 45% gross margin like with minimal bonuses at about 50% to 52% utilization. So if we can get that – so that's why we want to keep the headcount around now, because we've got the margins stabilized. All we have is upside potential as we continue to try to get those resources busy.

Tim McHugh – William Blair & Co.

Then Gary, the – Gary Burge, the revenue recognition for Stockamp, the $15 million that you won't recognize this year. Can you provide a little more color as you analyze that? My understanding, I thought it was the revenue that won't be recognized would be mostly attributable to incentive fees. I thought you said last call there's only about $10 million to $12 million of incentive fees so any more color there would be helpful.

Gary Burge

Yes. It is attributable to – to incentive fees, is where the issue is, Tim. And based on looking at this more closely over the last 30 days and dissecting the 60 versus contingent or incentive fee portion for Stockamp, those contingent fee dollars are a little larger than we had originally estimated back a month ago. And so, we estimate that these revenues that are falling in the gap or falling through the crack, however you want to put it, are somewhere in the neighborhood of $15 million this year. So if we had done this acquisition back at the beginning of the year, we would have recognized that $15 million in the second half. And so that won't be an issue for us next year because we're amending the engagement letters for the existing Stockamp clients and certainly all the new engagement letters going forward aren't going to have this issue for us. So this is a one time event for us that create some additional dilution here in the 2008 forecast we have. But this is not going to be a concern for us in '09.

Tim McHugh – William Blair & Co.

Great. And then last if I could on the – the demand environment. I'd be curious to hear your views and particularly related to Galt and Callaway. The potential impact of the macro environment and what you're seeing out there, if that's having any impact, or if you aren't really concerned about it all that much right now?

Gary Holdren

I'll speak to Galt first. Galt is so sold out and they're so short of people. It clearly has no impact on Galt. So we're going to see a real strong second – if we could get another pyramid in for Galt, we have more revenues. We just got to find the people. So it's clearly not having any impact on the Galt business. And on the Callaway business, I don't think it's as much the macro as I just don't think people knew we were in this business and what we do. And I think it's just getting out and making more sales calls. Because I think – very few CEOs that I talk to, that doesn't have some matter or something that they couldn't use some arms and legs on. I'm not at all concerned that it's the macro economics at all, Tim.

Tim McHugh – William Blair & Co.

Thank you.

Operator

Our next question comes from the line of Jim Janesky of Stifel Nicolaus. Please proceed, sir.

Jim JaneskyStifel Nicolaus

Good morning. A couple of questions just to make sure I understand the headcount now versus period ending. Because in your release you said you had 338 full time billable consultants at the end of June, and now you said that's down to 287 in financial consulting, is that correct?

Gary Holdren

Yes.

Jim JaneskyStifel Nicolaus

So you've let – and that – but that's not a significant portion of the restructuring charge. It's mostly for MDs.

Gary Holdren

Yes. I mean, most of what that is we've transferred some people, and its people it wasn't MD. So we don't have any MD restructuring charge for the financial consulting business in the restructuring charge.

Jim JaneskyStifel Nicolaus

And where did you say that you would expect average – was it average number of full time billable consultants, Gary Burge? Where did you say that was going to be in the third quarter? And was that just for the – what you call the legacy Huron business?

Gary Burge

Yes. This would be for the legacy Huron business, and at the end of calendar year 2008, we are projecting 1,225 billable consultants.

Jim JaneskyStifel Nicolaus

And how many consultants came in from Stockamp that are billable?

Gary Burge

That number, of course, excludes Stockamp. And Stockamp has about 280 billable consultants.

Jim JaneskyStifel Nicolaus

And do you think that there need to be – where do you folks stand on the trends within – overall trends – market trends within financial services, broadly defined investigation and disputes? Are you counting on a recovery either later this year or into 2009 in order to generate growth in your financial consulting area? Or do you think you can get growth there without a lot of regulatory action from either state or federal government agencies?

Gary Holdren

We're not counting on any of that happening. But we're also – I'm not counting on 40% growth. So, I think if we get our head where we're at today, if we could do 15% growth with that business, and right now we're just not planning on it because we're not going to be cut short planning on something happening. But as I said, Jim, and I think the beauty of that business is we can generate nice profits because of sort of the leverage and the cost structure versus the pricing that at 55% or 60% margin, we're just plenty good to run that business. So, we're just going to go out and hit the singles and do what we can and that business comes back, it's going to be a huge windfall for all of our employees and shareholders.

Jim JaneskyStifel Nicolaus

Final question, do you still plan on bringing in same number of college hires over the next six months?

Gary Holdren

Yes. And the other thing is Stockamp has – Stockamp hires between 80 and 100 young people every year as well. So they're just an unbelievable organization way they leverage. Half of their organization is less than two years out of college. And they have methodologies and young people. So our campus recruiting will go up substantially with the acquisition of Stockamp.

Jim JaneskyStifel Nicolaus

Thank you.

Operator

Our next question comes from the line of Tobey Sommer of SunTrust. Please proceed.

Tobey SommerSunTrust

Thanks. I was wondering, Gary Holdren, if you could give us a little bit more color about the opportunity in the Mideast, in which segments that may involve and kind of over what time period you think that will develop?

Gary Holdren

Yes, Tobey, what's leading that is Jim Roth is leading that with Bob Crone and others. And it's being led because of the – our clients. There was an article last week in the Wall Street Journal about how many of our clients now have universities or healthcare institutions that are in Qatar and various parts of the Middle East. And so we believe that we continue to win assignments there, and continue to think we've got some real good opportunities there. The remainder of '08 and then really starting to build upon that in '09. And Bob Crone, and we're transferring some people over there, so we think it's a huge opportunity for us.

Tobey SommerSunTrust

Are you – for the time being, are you mostly parachuting people in and traveling, or do you imagine and contemplate developing a sizable local presence?

Gary Holdren

We're going to develop a sizable local presence. Today, we mostly – we've mostly put them in, but that's not the right way to do business in the long run.

Tobey Sommer – SunTrust

Thank you. And then in terms of the seasonality of Stockamp, I was wondering if you could give us any color for how that may play out on an annualized basis from a GAAP revenue perspective, and whether there's any kind of typical seasonality regarding the margins as well?

Gary Holdren

I don't think there's – I mean, the only – where they've gotten the biggest margin is that if they – in the past, it's been some real big contingent fees. What we're starting to do and they're starting to do with us is we're starting to change the contracts to make them more fixed and less contingent. And I don't think there's really any seasonality to it. Right now, they've just been limited by not having enough headcount to grow faster. They're deferring projects from starting.

Tobey SommerSunTrust

Thank you. That's very helpful. And then on the document review and V3locity service, I was just wondering if there's been any change in kind of the mix of business. If it's still specific event driven business, or you're having more success getting kind of turnkey relationships where you're going to get steady flow of the event driven business from some of the larger customers, Fortune 500 customers that you have relationships with?

Gary Holdren

The thing with it is we do have customers that we have relationships with, but every customer only gives us something if there's an event. So it's really all event driven. I mean, there's no absolute take or pay that will give you this demand every month. So it's really – we are having some nice customer wins, and we're getting some real good relationships and master service agreements but they still have to have an event that they need something done on for us to do the review.

Tobey SommerSunTrust

Right. I guess I understood that aspect. I just meant are you kind of getting–?

Gary Holdren

Most of our work now is coming from repeat customers.

Tobey SommerSunTrust

So it is repeat customers who are providing a steady flow as the events arise?

Gary Holdren

Right.

Tobey SommerSunTrust

And then I guess regarding the Japan business, you ramped up your staff there kind of over the last several quarters. Is that harvesting and starting to yield some of the margin that you had anticipated when you took those actions?

Gary Holdren

What the situation is with Japan is when we first went there we had more of a focus on operational consulting. And what we now are doing in some of the – you might have seen some of our new announcements about our MDs, we're starting to get more sort of accounting focused and investigation focused. And so we're holding our own there, but we really think now within sort of the change in mix and some of the people there that we should start seeing some upside in that in the next 12 months.

Tobey SommerSunTrust

Thank you very much. Very helpful.

Gary Holdren

Thanks.

Operator

Our next question comes from the line of Mark Bacurin of Robert W. Baird. Please proceed, sir.

Mark BacurinRobert W. Baird

Good morning. Couple of questions, maybe if we could dig in on financial consulting first, in the past you've given us a breakdown of some of the foundation level jobs. I was just wondering I think last quarter you were maybe down to one. Where do you stand on that basis now?

Gary Holdren

We had two, Gary.

Gary Burge

Yes, Mark, we had two of those foundation jobs this year. And that compares to five in the second quarter last year. So it's been a big change. We had $15 million – almost $16 million of revenues last year in the second quarter, and about $3.5 million of revenues from those two foundation jobs in the second quarter of this year. So you can see the – the big hill to climb in terms of replacing all that revenue. We've done a pretty decent job of filling it in with the smaller, under $0.5 million jobs, and we'll hopefully can be in a position now, as Gary said, where we can grow this revenue again, going forward as we finish out this year and head into '09.

Mark BacurinRobert W. Baird

Great. And then on the other side of financial consulting with Callaway, you mentioned you don't think this is necessarily a discretionary item and kind of the sales issues there. But it was my understanding when you guys bought Callaway that want to benefit you saw was their very strong, aggressive sales force. So I'm trying to understand exactly what's going on there with regard to the lack of sales momentum.

Gary Holdren

One of the things that – I think I might have mentioned this before. If I haven't, I've mentioned it with individuals is I think we changed what they were selling. They were more of (inaudible) sold, clearly, they were big restatements to sell, which there aren't as many of those. But they would have done more staff augmentation. We're more trying out to get them to sell projects that are solutions into larger type clients that are bigger, and you can charge more for. So that's a little bit of – so if you've been a salesman used to selling three or four people into the staff augmentation, that's different than trying to go, get the CFO of XYZ to let you do internal auditing for division or letting you do implement Fin 46 or something like that.

Mark BacurinRobert W. Baird.

Gary, that was part of the accelerated earn out as well to move to that type of selling?

Gary Holdren

Yes. That's why we did that.

Mark BacurinRobert W. Baird

Great. On the health and education business, specifically, within Wellspring, is there any way that you can break apart for us of the mix in Q2 how much of it was assessment versus implementation?

Gary Holdren

I don't know if we–

Gary Burge

Yes, I don't have a good number at my fingertips on that–

Gary Holdren

I think, Mark, what it is, is we – I don't know we can tell you. There was almost no contingent fees, right. There were no contingent fees. And I think we just continue to win assessments. And there are – I saw I think there is 10 implementations I counted it. There is 10 implementations in process. And I think maybe five or six assessments in Q2. I mean, that's a rough number. I had a schedule, I just don't have it in front of me.

Mark BacurinRobert W. Baird

But is it fair to say you're still seeing that same ramp of those assessments converting to implementation at the level you expect to?

Gary Burge

Yes.

Gary Holdren

They're very – right now they're also going to some called a quick assessment because people are wanting to get started quicker. So things are – so one of the things that we are also seeing is we sort of – we look at the time and the money to do an assessment versus the fees that we get converted. And those ratios just all keep going up, the size of the assignment versus the time and the assessment and the convert. So all those metrics are all improving.

Mark BacurinRobert W. Baird

Great. And then just finally within e-discovery, you talked about the event driven nature of that business. Just wondering, and again understand that it can be very large project at a certain time, but trying to understand how much concentration you may have had in this specific quarter from one large project and just trying to make sure we don't have a foundation level project type situation emerging within this business that we need to be aware of.

Gary Holdren

We do – we did have a large job, and we did have a large job in Q2. But I can also tell you we've got – we've got hard backlog, probably equal almost in Q3 already, because the demand for that business, an even big – it is, I mean, with the size that we have and the fact that we now have 600 seats that we can take up to about 750 and then adding, we have some of the largest capacity to review of any firm in the United States. So we're going to just attract big jobs. We've got – and so you are going to have big jobs, but it's our job to continue to try to get those in the pipeline. But I think you're fair in asking the question. And there is always going to be a pretty big job, big clients because if someone asked you to do something in a month assuming you could have $2 million in fees in month very easily from a client. And we have those – you could have even $10 million in a quarter from someone if there were enough documents. And that's just the nature of the business. And so, I mean, you're right for asking me a question. It's right for us to try to get enough capacity to where we can continue to take more jobs that we don't just have one big job dominating our capacity that we have to try to refill it.

Mark BacurinRobert W. Baird

Right. And then just on those projects, the large projects specifically, are you selling those under the V3locity pricing model, or are they still largely just doc review type billable hour work?

Gary Holdren

Most of them are – most of the new ones are being sold on the V3locity pricing model.

Mark BacurinRobert W. Baird

Great. Very good. Thanks.

Operator

Our next question comes from the line of Brandt Sakakeeny of Deutsche Bank. Please proceed.

Brandt SakakeenyDeutsche Bank

Thanks. It's Brandt Sakakeeny at Deutsche Bank. Let's say – Gary Burge, couple of questions for you. On the amortization I think you gave a figure of $7 million for next year. Can you just talk about how the rapid amort rolls off? So for instance, second and third quarters rapid amort component, will that be gone by the second quarter of '09?

Gary Burge

Yes. Brandt, the first quarter of '09, we estimate will have about – or a little less than $1 million of rapid amortization, and it's gone at that point in time.

Brandt SakakeenyDeutsche Bank

So then you just have the difference between the rapid am and the regular am going through the P&L through '09. Is that right or does there other intangible asset amortization start to roll off at some point?

Gary Burge

Slowly, but it's – the other amortization which is about $6 million will stay at that level for all practical purposes for a couple of years at least.

Brandt SakakeenyDeutsche Bank

Great. Thanks. And then on the balance sheet, can you just give us an update on where your latest revolver is in terms of pricing and capacity and interest expense assumptions for 3Q?

Gary Burge

Yes, for 3Q, we'd be at on average maybe 6.5% of average interest rate. And right now as we, as we speak, I think we've got about, probably about $430 million – I'm sorry, $330 million of debt outstanding as of right now.

Brandt SakakeenyDeutsche Bank

And I guess just philosophically, with cash flows of the business obviously that, that can be paid down, but it also there's still acquisitions in the pipeline. Are you guys comfortable sort of running it at that leverage ratio, or would you prefer to sort of just use excess cash flow to pay down or just keep it in cash for potential acquisition?

Gary Holdren

I think we – I think we're going to pay it down. I think our board and everybody wants us to get the ratios down.

Brandt SakakeenyDeutsche Bank

What's – do you have a target ratio, Gary, that that the board and you would like to see the business run at, because obviously a certain amount of leverage on the business has–?

Gary Holdren

I think everybody would be pretty comfortable with two, Brandt.

Brandt SakakeenyDeutsche Bank

Excellent. Great. Thanks.

Operator

(Operator instructions) And our next question comes from the line of Kevane Wong of JMP Securities. Please proceed.

Kevane WongJMP Securities

Hi, guys. How you doing? On corporate consulting, just to make sure I've got it straight. With the operational consulting group, is that already gone? Was that basically cut this last month?

Gary Holdren

It – you'll have a little bit of results in Q3. It was announced–

Dan Broadhurst

End of July.

Gary Holdren

End of July. And we're transitioning out right now. So, there will be a little bit of revenues in Q3, but not much.

Kevane WongJMP Securities

I think you mentioned there were 30 people that were being let go there. Are – is the rest of that group which I remember was a fair amount, just being absorbed into other segments at this point?

Dan Broadhurst

This is Dan Broadhurst speaking. There will be an opportunity for some of the other practices to take a look at those resources, and for those folks to indicate a preference for it. But we don't expect all of those 30 will be taken into the organization. So, some of that number will be leaving the organization.

Kevane WongJMP Securities

So the 30 – I think there was – if I remember right, I thought it was like 130 people there originally. So it's like – are you saying there's 100 cut and there's 30 that are sort of hoping to be absorbed then?

Dan Broadhurst

There's like 40 to 45 people in the group totally. The analysts, the first year people, we're taking those people and we're reassigning them. So it leaves about 30 left over at the kind of associate up through managing director level. Those are the 30 we're talking about that may transition around.

Kevane WongJMP Securities

Perfect. Now it helps. And then also just curious, in the health and education, obviously that's been a –just a rock. In the education part, just to address it, can you help sort of break out how much of that business might come from the schools and systems that are associated with public funding and if there is any risk there, or is there that really not an issue because sort of the nature of the work you have there?

Gary Holdren

Not an issue. Not a risk. Not where we do business.

Kevane WongJMP Securities

Got you. Great. Thanks, guys.

Operator

Our next question comes from the line of Bill Sutherland of Boenning & Scattergood. Please proceed.

Bill SutherlandBoenning & Scattergood Inc..

Thanks, most have been asked. I just wanted to follow-up on Kevane's question on corporate consulting, Gary. The – it was down sequentially, revenue Q2 over Q1. What would be the additional step down with the group out?

Gary Holdren

There will be no – it shouldn't step down.

Bill SutherlandBoenning & Scattergood Inc..

So basically they essentially had no utilization in Q2?

Gary Holdren

Let's just say we will have some improvement. And all I'm saying is you won't have – you shouldn't if we meet our goals, we shouldn't have any decrease in Q3 revenues.

Bill SutherlandBoenning & Scattergood Inc..

From Q2?

Gary Holdren

From Q2.

Bill SutherlandBoenning & Scattergood Inc..

And then last–

Gary Holdren

We've got some improved performance from some of our other operations.

Bill SutherlandBoenning & Scattergood Inc..

Enough said. I got it. Then lastly, on the Stockamp deal, I was just I would love to see a little more granularity in terms of this EBIT impact in the back half of this year. I understand most of it is the cash based accounting, but if there are some integration and some other kinds of costs that we could kind of just put a little math together on? Thanks.

Gary Holdren

Yes, I don't think – I don't think there is going to be any additional – I mean, if there is any cost, we may be haven't taken them all out yet. But you shouldn't see any substantial integration costs. We do these things very efficiently. We've already taken some people out of their backroom operations. So, I think if you're going to see anything, you're going to see improvements in efficiency and no cost to integration.

Bill SutherlandBoenning & Scattergood Inc..

So what we're seeing is essentially just the impacts of the lost revenue and of course, the rapid amortization?

Gary Holdren

Yes. Just the fact that we can't get their true cash revenues because of the accounting conversion with six months catching us short, and then the rapid amortization is the reason the GAAP numbers aren't accretive, and the fact that we had to borrow so much money to do the deal.

Bill SutherlandBoenning & Scattergood Inc..

Thanks, guys.

Operator

(Operator instructions) Next we have a follow-up from the line of Andrew Fones of UBS Securities. Please proceed.

Andrew FonesUBS Securities

Yes. Thanks. I had a couple of quick follow-ups. Could you tell us how many master service agreements you have outstanding currently? And then how many RFPs are in the pipeline for the V3locity business please? Thanks.

Gary Holdren

Yes, I think, Andrew, we've got about say roughly ten. We've got three clients who use it exclusively that we don't have a master service agreement with. That just continues to use us exclusively. And I think we probably got between six and ten RFPs in the pipeline, something around that number.

Andrew FonesUBS Securities

Thanks. And then also on corporate, can you help us understand kind of what the trends were in the different businesses within that practice? How has bankruptcy been trending for you? And then how are you – the utility and Japanese practices ramping up? Thanks.

Gary Holdren

I think the bankruptcy practice has had – didn't have as good a quarter in Q2 as Q1. We think that we see some opportunities there. Our Galt practice had a couple projects that sort of got delayed, but they're now back on full, and we're very well pleased with our position in both utilities in Japan to see some growth.

Andrew FonesUBS Securities

And in terms of bankruptcies, did you see some opportunities? Is that work that you actually have been given at this point or just–?

Gary Holdren

No, I'm just saying we've got some capacity, the marketplace continues to hopefully get worse that we should do better just because how big the market is.

Andrew FonesUBS Securities

Thanks.

Operator

Next we have a follow-up from the line of Tobey Sommer of SunTrust. Please proceed.

Tobey SommerSunTrust

Thanks. I just wanted to walk through your guidance regarding the preliminary look at Stockamp for 2009 and the metrics involved. Did you say, Gary, that it would be $7 million in amortization in total with a little under $1 million in accelerated for the first quarter?

Gary Burge

Yes, Tobey, that's correct.

Tobey SommerSunTrust

And are there any incremental, I don't know, overhead costs or anything else to think about that would impact how much would fall to the bottom line?

Gary Burge

The integration is underway and we're bringing their back office systems and processes into Huron. And so there is not going to be anything incremental at all regarding that business. So it should be – everything should head in the right direction from a profitability point of view going forward.

Tobey SommerSunTrust

And in terms of tax rate or amount of equity based comp, any changes there that would be, I guess material?

Gary Holdren

No.

Tobey SommerSunTrust

Thank you very much.

Gary Holdren

Good.

Operator

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

Gary Holdren

Thanks for all of you for joining today. And again, I would like to just continue to thank all the employees of Huron, those who serve clients and our internal operations for everything everyone does. And we look forward to speaking to you and continuing to hopefully produce some good results for you for the rest of 2008.

Operator

That concludes today's conference call. Thank you everyone for your participation. You may disconnect at this time and have a great day.

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