[10-Q] Heidrick & Struggles Inc Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Zurn Elkay Water Solutions (NYSE: ZWS) filed a Form 144 indicating an intention by insider Timothy J. Jahnke (and a related trust) to sell restricted stock under Rule 144.
- Planned sale: 143 common shares via Wells Fargo Clearing Services, valued at about $6,424, with an earliest sale date of 4 Aug 2025 on the NYSE.
- The block represents roughly 0.0001 % of the 167,552,517 shares outstanding—financially immaterial to the float.
- Origin of shares: acquired 1 Jul 2022 through a merger transaction.
- Recent insider activity: Jahnke entities disposed of 30,000 shares on 30-31 Jul 2025, realising $1.30 million in gross proceeds.
The seller certifies no undisclosed adverse information and may be acting under a Rule 10b5-1 plan. Although the new sale is de-minimis, the continued pattern of insider selling could temper investor sentiment.
Zurn Elkay Water Solutions (NYSE: ZWS) ha presentato un modulo 144 indicando l'intenzione dell'insider Timothy J. Jahnke (e di un trust correlato) di vendere azioni ristrette secondo la Regola 144.
- Vendita prevista: 143 azioni ordinarie tramite Wells Fargo Clearing Services, del valore di circa 6.424 $, con data di vendita più anticipata il 4 agosto 2025 sul NYSE.
- Il blocco rappresenta circa lo 0,0001% delle 167.552.517 azioni in circolazione—finanziariamente irrilevante per il flottante.
- Origine delle azioni: acquisite il 1 luglio 2022 tramite una fusione.
- Attività recente dell'insider: le entità di Jahnke hanno venduto 30.000 azioni tra il 30 e il 31 luglio 2025, realizzando un ricavo lordo di 1,3 milioni di $.
Il venditore certifica l'assenza di informazioni negative non divulgate e potrebbe agire secondo un piano Rule 10b5-1. Sebbene la nuova vendita sia minima, il continuo schema di vendite da parte dell'insider potrebbe influenzare negativamente il sentiment degli investitori.
Zurn Elkay Water Solutions (NYSE: ZWS) presentó un Formulario 144 indicando la intención del insider Timothy J. Jahnke (y un fideicomiso relacionado) de vender acciones restringidas bajo la Regla 144.
- Venta planificada: 143 acciones ordinarias a través de Wells Fargo Clearing Services, valoradas en aproximadamente 6,424 $, con fecha de venta más temprana el 4 de agosto de 2025 en la NYSE.
- El bloque representa aproximadamente el 0.0001% de las 167,552,517 acciones en circulación—financieramente insignificante para el float.
- Origen de las acciones: adquiridas el 1 de julio de 2022 mediante una fusión.
- Actividad reciente del insider: las entidades de Jahnke dispusieron de 30,000 acciones entre el 30 y 31 de julio de 2025, obteniendo 1.3 millones de $ en ingresos brutos.
El vendedor certifica que no hay información adversa no divulgada y podría estar actuando bajo un plan Rule 10b5-1. Aunque la nueva venta es mínima, el patrón continuo de ventas por parte del insider podría moderar el sentimiento de los inversores.
Zurn Elkay Water Solutions (NYSE: ZWS)는 내부자 Timothy J. Jahnke(및 관련 신탁)가 Rule 144에 따라 제한 주식을 매도할 의사를 나타내는 Form 144를 제출했습니다.
- 예정된 매도: Wells Fargo Clearing Services를 통해 보통주 143주, 약 6,424달러 상당, 가장 빠른 매도 가능일은 2025년 8월 4일이며 NYSE에서 진행됩니다.
- 이 매도 물량은 총 발행 주식수 167,552,517주의 약 0.0001%에 해당하며, 유동 주식 수에 비해 재무적으로 미미한 수준입니다.
- 주식 출처: 2022년 7월 1일 합병 거래를 통해 취득.
- 최근 내부자 활동: Jahnke 관련 법인이 2025년 7월 30~31일에 30,000주를 처분하여 총 130만 달러의 총수익을 실현했습니다.
판매자는 공개되지 않은 부정적 정보가 없음을 증명하며, Rule 10b5-1 계획에 따라 행동하고 있을 수 있습니다. 이번 매도는 미미하지만, 내부자의 지속적인 매도 패턴은 투자자 심리에 영향을 줄 수 있습니다.
Zurn Elkay Water Solutions (NYSE : ZWS) a déposé un formulaire 144 indiquant l'intention de l'initié Timothy J. Jahnke (et d'un trust associé) de vendre des actions restreintes selon la règle 144.
- Vente prévue : 143 actions ordinaires via Wells Fargo Clearing Services, d'une valeur d'environ 6 424 $, avec une date de vente la plus tôt possible fixée au 4 août 2025 sur le NYSE.
- Le bloc représente environ 0,0001 % des 167 552 517 actions en circulation — financièrement insignifiant pour le flottant.
- Origine des actions : acquises le 1er juillet 2022 lors d'une opération de fusion.
- Activité récente de l'initié : les entités de Jahnke ont cédé 30 000 actions les 30 et 31 juillet 2025, réalisant un produit brut de 1,3 million de $.
Le vendeur certifie qu'il n'existe aucune information négative non divulguée et pourrait agir dans le cadre d'un plan Rule 10b5-1. Bien que cette nouvelle vente soit minime, le schéma continu de ventes par l'initié pourrait modérer le sentiment des investisseurs.
Zurn Elkay Water Solutions (NYSE: ZWS) hat ein Formular 144 eingereicht, das die Absicht des Insiders Timothy J. Jahnke (und eines verbundenen Trusts) anzeigt, eingeschränkte Aktien gemäß Regel 144 zu verkaufen.
- Geplanter Verkauf: 143 Stammaktien über Wells Fargo Clearing Services im Wert von etwa 6.424 $, mit dem frühesten Verkaufsdatum am 4. August 2025 an der NYSE.
- Das Paket entspricht etwa 0,0001 % von 167.552.517 ausstehenden Aktien – finanziell unerheblich für den Streubesitz.
- Herkunft der Aktien: am 1. Juli 2022 durch eine Fusion erworben.
- Jüngste Insider-Aktivitäten: Jahnke-Einheiten veräußerten am 30. und 31. Juli 2025 30.000 Aktien und erzielten dabei einen Bruttoerlös von 1,3 Millionen $.
Der Verkäufer bestätigt, dass keine nicht offengelegten negativen Informationen vorliegen und könnte gemäß einem Rule 10b5-1 Plan handeln. Obwohl der neue Verkauf geringfügig ist, könnte das anhaltende Muster von Insider-Verkäufen die Anlegerstimmung dämpfen.
Positive
- Only 143 shares are slated for sale, representing an immaterial 0.0001 % of outstanding shares and posing no dilution risk to shareholders.
Negative
- Insider and related trust sold 30,000 shares (~$1.3 m) in the prior week, signalling ongoing liquidation that could pressure investor sentiment.
Insights
TL;DR: Tiny Form 144 sale is immaterial, but back-to-back insider disposals worth $1.3 m may signal profit-taking and weigh on sentiment.
The proposed 143-share sale has no dilution impact and is unlikely to affect ZWS’s capital structure or liquidity. However, combining this notice with the 30,000 shares already sold in the past week shows a clear desire by Jahnke and his trust to reduce exposure. While such diversification is common, market participants often view clustered insider sales as a potential negative signal, especially absent offsetting insider purchases. Given the minimal size of the new block, I classify the filing as neutral overall but note a slight negative bias for sentiment-driven investors.
Zurn Elkay Water Solutions (NYSE: ZWS) ha presentato un modulo 144 indicando l'intenzione dell'insider Timothy J. Jahnke (e di un trust correlato) di vendere azioni ristrette secondo la Regola 144.
- Vendita prevista: 143 azioni ordinarie tramite Wells Fargo Clearing Services, del valore di circa 6.424 $, con data di vendita più anticipata il 4 agosto 2025 sul NYSE.
- Il blocco rappresenta circa lo 0,0001% delle 167.552.517 azioni in circolazione—finanziariamente irrilevante per il flottante.
- Origine delle azioni: acquisite il 1 luglio 2022 tramite una fusione.
- Attività recente dell'insider: le entità di Jahnke hanno venduto 30.000 azioni tra il 30 e il 31 luglio 2025, realizzando un ricavo lordo di 1,3 milioni di $.
Il venditore certifica l'assenza di informazioni negative non divulgate e potrebbe agire secondo un piano Rule 10b5-1. Sebbene la nuova vendita sia minima, il continuo schema di vendite da parte dell'insider potrebbe influenzare negativamente il sentiment degli investitori.
Zurn Elkay Water Solutions (NYSE: ZWS) presentó un Formulario 144 indicando la intención del insider Timothy J. Jahnke (y un fideicomiso relacionado) de vender acciones restringidas bajo la Regla 144.
- Venta planificada: 143 acciones ordinarias a través de Wells Fargo Clearing Services, valoradas en aproximadamente 6,424 $, con fecha de venta más temprana el 4 de agosto de 2025 en la NYSE.
- El bloque representa aproximadamente el 0.0001% de las 167,552,517 acciones en circulación—financieramente insignificante para el float.
- Origen de las acciones: adquiridas el 1 de julio de 2022 mediante una fusión.
- Actividad reciente del insider: las entidades de Jahnke dispusieron de 30,000 acciones entre el 30 y 31 de julio de 2025, obteniendo 1.3 millones de $ en ingresos brutos.
El vendedor certifica que no hay información adversa no divulgada y podría estar actuando bajo un plan Rule 10b5-1. Aunque la nueva venta es mínima, el patrón continuo de ventas por parte del insider podría moderar el sentimiento de los inversores.
Zurn Elkay Water Solutions (NYSE: ZWS)는 내부자 Timothy J. Jahnke(및 관련 신탁)가 Rule 144에 따라 제한 주식을 매도할 의사를 나타내는 Form 144를 제출했습니다.
- 예정된 매도: Wells Fargo Clearing Services를 통해 보통주 143주, 약 6,424달러 상당, 가장 빠른 매도 가능일은 2025년 8월 4일이며 NYSE에서 진행됩니다.
- 이 매도 물량은 총 발행 주식수 167,552,517주의 약 0.0001%에 해당하며, 유동 주식 수에 비해 재무적으로 미미한 수준입니다.
- 주식 출처: 2022년 7월 1일 합병 거래를 통해 취득.
- 최근 내부자 활동: Jahnke 관련 법인이 2025년 7월 30~31일에 30,000주를 처분하여 총 130만 달러의 총수익을 실현했습니다.
판매자는 공개되지 않은 부정적 정보가 없음을 증명하며, Rule 10b5-1 계획에 따라 행동하고 있을 수 있습니다. 이번 매도는 미미하지만, 내부자의 지속적인 매도 패턴은 투자자 심리에 영향을 줄 수 있습니다.
Zurn Elkay Water Solutions (NYSE : ZWS) a déposé un formulaire 144 indiquant l'intention de l'initié Timothy J. Jahnke (et d'un trust associé) de vendre des actions restreintes selon la règle 144.
- Vente prévue : 143 actions ordinaires via Wells Fargo Clearing Services, d'une valeur d'environ 6 424 $, avec une date de vente la plus tôt possible fixée au 4 août 2025 sur le NYSE.
- Le bloc représente environ 0,0001 % des 167 552 517 actions en circulation — financièrement insignifiant pour le flottant.
- Origine des actions : acquises le 1er juillet 2022 lors d'une opération de fusion.
- Activité récente de l'initié : les entités de Jahnke ont cédé 30 000 actions les 30 et 31 juillet 2025, réalisant un produit brut de 1,3 million de $.
Le vendeur certifie qu'il n'existe aucune information négative non divulguée et pourrait agir dans le cadre d'un plan Rule 10b5-1. Bien que cette nouvelle vente soit minime, le schéma continu de ventes par l'initié pourrait modérer le sentiment des investisseurs.
Zurn Elkay Water Solutions (NYSE: ZWS) hat ein Formular 144 eingereicht, das die Absicht des Insiders Timothy J. Jahnke (und eines verbundenen Trusts) anzeigt, eingeschränkte Aktien gemäß Regel 144 zu verkaufen.
- Geplanter Verkauf: 143 Stammaktien über Wells Fargo Clearing Services im Wert von etwa 6.424 $, mit dem frühesten Verkaufsdatum am 4. August 2025 an der NYSE.
- Das Paket entspricht etwa 0,0001 % von 167.552.517 ausstehenden Aktien – finanziell unerheblich für den Streubesitz.
- Herkunft der Aktien: am 1. Juli 2022 durch eine Fusion erworben.
- Jüngste Insider-Aktivitäten: Jahnke-Einheiten veräußerten am 30. und 31. Juli 2025 30.000 Aktien und erzielten dabei einen Bruttoerlös von 1,3 Millionen $.
Der Verkäufer bestätigt, dass keine nicht offengelegten negativen Informationen vorliegen und könnte gemäß einem Rule 10b5-1 Plan handeln. Obwohl der neue Verkauf geringfügig ist, könnte das anhaltende Muster von Insider-Verkäufen die Anlegerstimmung dämpfen.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025
OR
For the transition period from _______ to _______
Commission File Number: 0-25837
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |||||||
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer," “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | ☒ | ||||||||||||||||||
| Non-Accelerated filer | ¨ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of August 1, 2025, there were 20,736,302 shares of the Company’s common stock outstanding.
HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
| PAGE | ||||||||
| PART I. | FINANCIAL INFORMATION | |||||||
| Item 1. | Condensed Consolidated Financial Statements | |||||||
Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 | 1 | |||||||
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024 | 2 | |||||||
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and six months ended June 30, 2025 and 2024 | 3 | |||||||
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 | 5 | |||||||
Unaudited Notes to Condensed Consolidated Financial Statements | 6 | |||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 41 | ||||||
| Item 4. | Controls and Procedures | 41 | ||||||
| PART II. | OTHER INFORMATION | |||||||
| Item 1. | Legal Proceedings | 42 | ||||||
| Item 1A. | Risk Factors | 42 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 45 | ||||||
| Item 6. | Exhibits | 44 | ||||||
SIGNATURE | 45 | |||||||
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
| June 30, 2025 | December 31, 2024 | |||||||||||||
| (Unaudited) | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Marketable securities | ||||||||||||||
Accounts receivable, net of allowances of $ | ||||||||||||||
| Prepaid expenses | ||||||||||||||
| Other current assets | ||||||||||||||
| Income taxes recoverable | ||||||||||||||
| Total current assets | ||||||||||||||
| Non-current assets | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Assets designated for retirement and pension plans | ||||||||||||||
| Investments | ||||||||||||||
| Other non-current assets | ||||||||||||||
| Goodwill | ||||||||||||||
| Other intangible assets, net | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Total non-current assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued salaries and benefits | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Income taxes payable | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Non-current liabilities | ||||||||||||||
| Accrued salaries and benefits | ||||||||||||||
| Retirement and pension plans | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Total non-current liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
Commitments and contingencies (Note 17) | ||||||||||||||
| Stockholders’ equity | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Common stock, $ | ||||||||||||||
Treasury stock at cost, | ( | ( | ||||||||||||
| Additional paid in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||||||||
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
1
HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||
| Revenue before reimbursements (net revenue) | $ | $ | $ | $ | ||||||||||||||||||||||
| Reimbursements | ||||||||||||||||||||||||||
| Total revenue | ||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||
| Salaries and benefits | ||||||||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||||||||
| Cost of services | ||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||
| Impairment charges | ||||||||||||||||||||||||||
| Restructuring charges | ||||||||||||||||||||||||||
| Reimbursed expenses | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Operating income (loss) | ( | |||||||||||||||||||||||||
| Non-operating income | ||||||||||||||||||||||||||
| Interest, net | ||||||||||||||||||||||||||
| Other, net | ||||||||||||||||||||||||||
| Net non-operating income | ||||||||||||||||||||||||||
| Income (loss) before income taxes | ( | |||||||||||||||||||||||||
| Provision for income taxes | ||||||||||||||||||||||||||
| Net income (loss) | ( | |||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ||||||||||||||||||||||||
| Net unrealized gain (loss) on available-for-sale investments | ( | ( | ( | |||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ||||||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | ( | $ | $ | |||||||||||||||||||||
| Weighted-average common shares outstanding | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
| Earnings (loss) per common share | ||||||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | |||||||||||||||||||||
| Cash dividends paid per share | $ | $ | $ | $ | ||||||||||||||||||||||
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
2
HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except per share amounts)
(Unaudited)
| Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Common and treasury stock transactions: | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Vesting of equity awards, net of tax withholding | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Dividend equivalents on restricted stock units | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Common and treasury stock transactions: | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Vesting of equity awards, net of tax withholding | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Dividend equivalents on restricted stock units | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
3
HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except per share amounts)
(Unaudited)
| Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common and treasury stock transactions: | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Vesting of equity awards, net of tax withholding | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Dividend equivalents on restricted stock units | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common and treasury stock transactions: | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Vesting of equity awards, net of tax withholding | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Dividend equivalents on restricted stock units | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
4
HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash flows - operating activities | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Deferred income taxes | ( | ( | ||||||||||||
| Stock-based compensation expense | ||||||||||||||
| Accretion expense related to earnout payments | ||||||||||||||
| Gain on marketable securities | ( | ( | ||||||||||||
| Loss on disposal of property and equipment | ||||||||||||||
| Impairment charges | ||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable | ( | ( | ||||||||||||
| Accounts payable | ( | ( | ||||||||||||
| Accrued expenses | ( | ( | ||||||||||||
| Restructuring accrual | ( | |||||||||||||
| Deferred revenue | ( | |||||||||||||
| Income taxes recoverable and payable, net | ( | |||||||||||||
| Retirement and pension plan assets and liabilities | ||||||||||||||
| Prepaid expenses | ( | ( | ||||||||||||
| Other assets and liabilities, net | ( | ( | ||||||||||||
| Net cash used in operating activities | ( | ( | ||||||||||||
| Cash flows - investing activities | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Purchases of marketable securities and investments | ( | ( | ||||||||||||
| Proceeds from sales of marketable securities and investments | ||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows - financing activities | ||||||||||||||
| Debt issuance costs | ( | |||||||||||||
| Cash dividends paid | ( | ( | ||||||||||||
| Payment of employee tax withholdings on equity transactions | ( | ( | ||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash | ( | |||||||||||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ( | ||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||||||||
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
5
HEIDRICK & STRUGGLES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All tables in thousands, except per share figures and percentages)
(Unaudited)
1. Basis of Presentation of Interim Financial Information
2. Summary of Significant Accounting Policies
A complete listing of the Company’s significant accounting policies is discussed in Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Revenue Recognition
See Note 3, Revenue.
Cost of Services
Cost of services consists of costs related to the delivery of various services in the Company's On-Demand Talent and Heidrick Consulting operating segments.
Research and Development
Marketable Securities
The Company’s marketable securities consist of available-for-sale debt securities with original maturities exceeding three months.
6
Restricted Cash
The following table provides a reconciliation of the cash and cash equivalents between the Condensed Consolidated Balance Sheets and the Condensed Consolidated Statements of Cash Flows as of June 30, 2025 and 2024, and December 31, 2024 and 2023, respectively:
| June 30, | December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2024 | 2023 | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Restricted cash included within other non-current assets | |||||||||||||||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | $ | $ | |||||||||||||||||||
Earnings (loss) per Common Share
Basic earnings (loss) per common share are computed by dividing net income (loss) by weighted average common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Common equivalent shares are excluded from the determination of diluted earnings (loss) per share in periods in which they have an anti-dilutive effect.
The following table sets forth the computation of basic and diluted earnings (loss) per share:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | |||||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||||||||||||
| Restricted stock units | ||||||||||||||||||||||||||
| Performance stock units | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
| Basic earnings (loss) per share | $ | $ | ( | $ | $ | |||||||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | ( | $ | $ | |||||||||||||||||||||
Weighted average restricted stock units and performance stock units outstanding that could be converted into approximately 474,000 and 132,000 common shares, respectively, for the three months ended June 30, 2024, were not included in the computation of diluted earnings (loss) per share because the effects would be anti-dilutive.
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use assets, Current liabilities - Operating lease liabilities and Non-current liabilities - Operating lease liabilities in the Company's Condensed Consolidated Balance Sheets. The Company does not have any leases that meet the finance lease criteria.
Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, an incremental borrowing rate based on the information available at the commencement date is used in determining the present value of lease payments. The operating lease right-of-use asset also includes any lease payments made in advance and any accrued rent expense balances. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
7
The Company has lease agreements with lease and non-lease components. For office leases, the Company accounts for the lease and non-lease components as a single lease component. For equipment leases, such as vehicles and office equipment, the Company accounts for the lease and non-lease components separately.
Goodwill
Goodwill represents the difference between the purchase price of acquired businesses and the related fair value of the net assets acquired, which is accounted for by the acquisition method of accounting. The Company performs assessments of the carrying value of its goodwill at least annually and whenever events occur or circumstances indicate that a carrying amount of goodwill may not be recoverable. These circumstances include a significant change in business climate, attrition of key personnel, changes in financial condition or results of operations, prolonged decline in the Company’s stock price and market capitalization, competition, and other factors.
The goodwill impairment test compares the fair value of a reporting unit to its carrying amount, including goodwill. The Company operates five reporting units: Americas, Europe (which includes Africa), Asia Pacific (which includes the Middle East), On-Demand Talent and Heidrick Consulting. The fair value of each of the Company’s reporting units is determined using a discounted cash flow methodology. An impairment charge is recognized for the amount by which the carrying value of the reporting unit exceeds its fair value; however, the loss recognized is not to exceed the total amount of goodwill allocated to that reporting unit.
Recently Issued Financial Accounting Standards
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The standard is intended to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statements.
In November 2024, the FASB issued ASU No. 2024-03 "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)." The standard requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. The amendment in this update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this guidance on its financial statements.
3. Revenue
Executive Search
Revenue is recognized as performance obligations are satisfied by transferring a good or service to a client. Generally, each executive search contract contains one performance obligation which is the process of identifying potentially qualified candidates for a specific client position. In most contracts, the transaction price includes both fixed and variable consideration. Fixed consideration is comprised of a retainer, equal to approximately one-third of the estimated first year compensation for the position to be filled, and indirect expenses, equal to a specified percentage of the retainer, as defined in the contract. The Company generally bills clients for the retainer and indirect expenses in one-third increments over a three-month period commencing in the month of a client’s acceptance of the contract. If actual compensation of a placed candidate exceeds the original compensation estimate, the Company is often authorized to bill the client for one-third of the excess compensation. The Company refers to this additional billing as uptick revenue. In most contracts, variable consideration is comprised of uptick revenue and direct expenses. The Company bills its clients for uptick revenue upon completion of the executive search, and direct expenses are billed as incurred.
The Company estimates uptick revenue at contract inception, based on a portfolio approach, utilizing the expected value method based on a historical analysis of uptick revenue realized in the Company’s geographic regions and industry practices, and initially records a contract’s uptick revenue in an amount that is probable not to result in a significant reversal of cumulative revenue recognized when the actual amount of uptick revenue for the contract is known. Differences between the estimated and actual amounts of variable consideration are recorded when known. The Company does not estimate revenue for direct expenses as it is not materially different than recognizing revenue as direct expenses are incurred.
8
Revenue from executive search engagement performance obligations is recognized over time as clients simultaneously receive and consume the benefits provided by the Company's performance. Revenue from executive search engagements is recognized over the expected average period of performance, in proportion to the estimated personnel time incurred to fulfill the obligations under the executive search contract. Revenue is generally recognized over a period of approximately six months .
The Company's executive search contracts contain a replacement guarantee which provides for an additional search to be completed, free of charge except for expense reimbursements, should the candidate presented by the Company be hired by the client and subsequently terminated by the client for performance reasons within a specified period of time. The replacement guarantee is an assurance warranty, which is not a performance obligation under the terms of the executive search contract, as the Company does not provide any services under the terms of the guarantee that transfer benefits to the client in excess of assuring that the identified candidate complies with the agreed-upon specifications. The Company accounts for the replacement guarantee under the relevant warranty guidance in Accounting Standards Codification 460 - Guarantees.
On-Demand Talent
The Company enters into contracts with clients that outline the general terms and conditions of the assignment to provide on-demand consultants for various types of consulting projects, which consultants may be independent contractors or temporary employees. The consideration the Company expects to receive under each contract is dependent on the time-based fees specified in the contract. Revenue from on-demand engagement performance obligations is recognized over time as clients simultaneously receive and consume the benefits provided by the Company's performance. The Company has applied the practical expedient to recognize revenue for these services in the amount to which the Company has a right to invoice the client, as this amount corresponds directly with the value provided to the client for the performance completed to date. For transactions where a third-party contractor is involved in providing the services to the client, the Company reports the revenue and the related direct costs on a gross basis as it has determined that it is the principal in the transaction. The Company is primarily responsible for fulfilling the promise to provide consulting services to its clients and the Company has discretion in establishing the prices charged to clients for the consulting services and is able to contractually obligate the independent service provider to deliver services and deliverables that the Company has agreed to provide to its clients.
Heidrick Consulting
Revenue is recognized as performance obligations are satisfied by transferring a good or service to a client. Heidrick Consulting enters into contracts with clients that outline the general terms and conditions of the assignment to provide succession planning, executive assessment, top team and board effectiveness and culture shaping programs. The consideration the Company expects to receive under each contract is generally fixed. Most of the Company's consulting contracts contain one performance obligation, which is the overall process of providing the consulting service requested by the client. The majority of our consulting revenue is recognized over time utilizing input methods. Revenue recognition over time for the majority of our consulting engagements is measured by total cost or time incurred as a percentage of the total estimated cost or time on the consulting engagement.
Contract Balances
Contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. Contract assets and liabilities are classified as current due to the nature of the Company's contracts, which are completed within one year. Contract assets are included within Other current assets on the Condensed Consolidated Balance Sheets.
Unbilled receivables: Unbilled receivables represents contract assets from revenue recognized over time in excess of the amount billed to the client and the amount billed to the client is solely dependent upon the passage of time. This amount includes revenue recognized in excess of billed Executive Search retainers, Heidrick Consulting fees, and On-Demand Talent fees.
Contract assets: Contract assets represent revenue recognized over time in excess of the amount billed to the client, and the amount billed to the client is not solely subject to the passage of time. This amount primarily includes revenue recognized for upticks and contingent placement fees in executive search contracts.
Deferred revenue: Contract liabilities consist of deferred revenue, which is equal to billings in excess of revenue recognized.
9
The following table outlines the changes in the contract asset and liability balances from December 31, 2024, to June 30, 2025:
| June 30, 2025 | December 31, 2024 | Change | |||||||||||||||
| Contract assets | |||||||||||||||||
| Unbilled receivables, net | $ | $ | $ | ||||||||||||||
| Contract assets | |||||||||||||||||
Total contract assets | |||||||||||||||||
| Contract liabilities | |||||||||||||||||
| Deferred revenue | $ | $ | $ | ||||||||||||||
Contract assets were recorded within Current Assets - Other current assets in the Condensed Consolidated Balance Sheets at both June 30, 2025 and December 31, 2024.
During the six months ended June 30, 2025, the Company recognized revenue of $42.7 million that was included in the contract liabilities balance at the beginning of the period. The amount of revenue recognized during the six months ended June 30, 2025, from performance obligations partially satisfied in previous periods as a result of changes in the estimates of variable consideration was $22.0 million.
4. Credit Losses
The Company is exposed to credit losses primarily through the provision of its executive search, consulting, and on-demand talent services. The Company’s expected credit loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of clients' trade accounts receivables. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is primarily based on historical loss-rate experience. When required, the Company adjusts the loss-rate methodology to account for current conditions and reasonable and supportable expectations of future economic and market conditions. The Company generally assesses future economic conditions for a period of sixty to ninety days, which corresponds with the contractual life of its accounts receivables. Additionally, specific allowance amounts are established to record the appropriate provision for clients that have a higher probability of default. The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of clients' financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible.
The activity in the allowance for credit losses on the Company's trade receivables is as follows:
Balance at December 31, 2024 | $ | ||||
| Provision for credit losses | |||||
| Write-offs | ( | ||||
| Foreign currency translation | |||||
Balance at June 30, 2025 | $ | ||||
10
| Less Than 12 Months | Balance Sheet Classification | ||||||||||||||||||||||
Balance at June 30, 2025 | Fair Value | Unrealized Loss | Marketable Securities | ||||||||||||||||||||
| U.S. Treasury securities | $ | $ | $ | ||||||||||||||||||||
The unrealized losses on two investments in U.S. Treasury securities at June 30, 2025 was caused by fluctuations in market interest rates. The contractual cash flows of these investments are guaranteed by an agency of the U.S. government. Accordingly, it is expected that the investments would not be settled at a price less than the amortized cost basis. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before the recovery of the amortized cost basis. There were no investments with unrealized losses at December 31, 2024.
5. Property and Equipment, net
The components of the Company’s property and equipment are as follows:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Leasehold improvements | $ | $ | ||||||||||||
| Office furniture, fixtures and equipment | ||||||||||||||
| Computer equipment and software | ||||||||||||||
| Property and equipment, gross | ||||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||
| Property and equipment, net | $ | $ | ||||||||||||
Depreciation expense for the three months ended June 30, 2025, and 2024, was $3.4 million and $2.0 million, respectively. Depreciation expense for the six months ending June 30, 2025, and 2024, was $6.6 million and $4.5 million, respectively.
6. Leases
The Company's lease portfolio is comprised of operating leases for office space and equipment. The majority of the Company's leases include both lease and non-lease components, which the Company accounts for differently depending on the underlying class of asset. Certain of the Company's leases include one or more options to renew or terminate the lease at the Company's discretion. Generally, the renewal and termination options are not included in the right-of-use assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal and termination options and, when they are reasonably certain of exercise, includes the renewal or termination option in the lease term.
As most of the Company's leases do not provide an implicit interest rate, the Company utilizes an incremental borrowing rate based on the information available at the commencement date of the lease in determining the present value of lease payments. The Company has a centrally managed treasury function and, therefore, a portfolio approach is applied in determining the incremental borrowing rate. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a fully collateralized basis over a similar term in an amount equal to the total lease payments in a similar economic environment.
As of June 30, 2025, office leases have remaining lease terms that range from less than one year to 12.3 years, some of which also include options to extend or terminate the lease. Most office leases contain both fixed and variable lease payments. Variable lease costs consist primarily of rent escalations based on an established index or rate and taxes, insurance, and common area or other maintenance costs, which are paid based on actual costs incurred by the lessor. The Company has elected to utilize the available practical expedient to not separate lease and non-lease components for office leases.
As of June 30, 2025, equipment leases, which are comprised of vehicle and office equipment leases, have remaining terms that range from less than one year to 4.9 years, some of which also include options to extend or terminate the lease. The Company's equipment leases do not contain variable lease payments. The Company separates the lease and non-lease components for its equipment leases. Equipment leases do not comprise a significant portion of the Company's lease portfolio.
11
Lease cost components included within Operating expenses - General and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income (Loss) were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Variable lease cost | ||||||||||||||||||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Supplemental cash flow information related to the Company's operating leases is as follows for the six months ended June 30:
| 2025 | 2024 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||
| Operating cash flows from operating leases | $ | $ | ||||||||||||
| Right-of-use assets obtained in exchange for lease obligations: | ||||||||||||||
| Operating leases | $ | $ | ||||||||||||
The weighted average remaining lease term and weighted average discount rate for operating leases as of June 30, are as follows:
| 2025 | 2024 | |||||||||||||
| Weighted Average Remaining Lease Term | ||||||||||||||
| Operating leases | ||||||||||||||
| Weighted Average Discount Rate | ||||||||||||||
| Operating leases | % | % | ||||||||||||
The future maturities of the Company's operating lease liabilities as of June 30, 2025, for the years ended December 31, are as follows:
| Operating Lease Maturity | |||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total lease payments | |||||
| Less: Interest | |||||
| Present value of lease liabilities | $ | ||||
7. Financial Instruments and Fair Value
Cash, Cash Equivalents and Marketable Securities
The Company's investments in marketable debt securities, which consist of U.S. Treasury bills, are classified and accounted for as available-for-sale. The Company classifies its marketable debt securities as either short-term or long-term based on each instrument's underlying contractual maturity date. Unrealized gains and losses on marketable debt securities classified as available-for-sale are recognized in Accumulated other comprehensive income (loss) in the Condensed Consolidated Balance Sheets until realized.
12
The Company's cash, cash equivalents, and marketable securities by significant investment category are as follows:
| Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | Cash and Cash Equivalents | Marketable Securities | ||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Cash | $ | $ | |||||||||||||||||||||||||||||||||||||||
Level 1(1): | |||||||||||||||||||||||||||||||||||||||||
| Money market funds | |||||||||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Total Level 1 | ( | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Amortized Cost | Unrealized Gains | Fair Value | Cash and Cash Equivalents | Marketable Securities | |||||||||||||||||||||||||||||||
Balance at December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Cash | $ | $ | |||||||||||||||||||||||||||||||||
Level 1(1): | |||||||||||||||||||||||||||||||||||
| Money market funds | |||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Total Level 1 | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
(1)Level 1 – Quoted prices in active markets for identical assets and liabilities.
Investments, Assets Designated for Retirement and Pension Plans and Associated Liabilities
The Company has a U.S. non-qualified deferred compensation plan that consists primarily of U.S. marketable securities and mutual funds. The aggregate cost basis for these investments was $51.8 million and $45.3 million as of June 30, 2025, and December 31, 2024, respectively.
The Company also maintains a pension plan for certain current and former employees in Germany. The pensions are individually fixed Euro amounts that vary depending on the function and the eligible years of service of the employee. The Company’s investment strategy is to support its pension obligations through reinsurance contracts. The BaFin—German Federal Financial Supervisory Authority—supervises the insurance companies and the reinsurance contracts. The BaFin requires each reinsurance contract to guarantee a fixed minimum return. The Company’s pension benefits are fully reinsured by group insurance contracts with ERGO Lebensversicherung AG, and the group insurance contracts are measured in accordance with BaFin guidelines (including mortality tables and discount rates) which are considered Level 2 inputs.
13
The following tables provide a summary of the fair value measurements for each major category of investments, assets designated for retirement and pension plans and associated liabilities measured at fair value:
| Balance Sheet Classification | ||||||||||||||||||||||||||||||||||||||||||||
| Current Assets | Non-Current Assets | Current Liabilities | Non-current Liabilities | |||||||||||||||||||||||||||||||||||||||||
| Fair Value | Other Current Assets | Assets Designated for Retirement and Pension Plans | Investments | Other Current Liabilities | Retirement and Pension Plans | |||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Measured on a recurring basis: | ||||||||||||||||||||||||||||||||||||||||||||
Level 1(1): | ||||||||||||||||||||||||||||||||||||||||||||
| U.S. non-qualified deferred compensation plan | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
Level 2(2): | ||||||||||||||||||||||||||||||||||||||||||||
| Retirement and pension plan assets | ||||||||||||||||||||||||||||||||||||||||||||
| Pension benefit obligation | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Total Level 2 | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||
| Balance Sheet Classification | |||||||||||||||||||||||||||||||||||||||||
| Current Assets | Non-Current Assets | Current Liabilities | Non-current Liabilities | ||||||||||||||||||||||||||||||||||||||
| Fair Value | Other Current Assets | Assets Designated for Retirement and Pension Plans | Investments | Other Current Liabilities | Retirement and Pension Plans | ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Measured on a recurring basis: | |||||||||||||||||||||||||||||||||||||||||
Level 1(1): | |||||||||||||||||||||||||||||||||||||||||
| U.S. non-qualified deferred compensation plan | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Level 2(2): | |||||||||||||||||||||||||||||||||||||||||
| Retirement and pension plan assets | |||||||||||||||||||||||||||||||||||||||||
| Pension benefit obligation | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Total Level 2 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||
(1)Level 1 – Quoted prices in active markets for identical assets and liabilities.
(2)Level 2 – Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
14
Contingent Consideration and Compensation
The former owners of certain of the Company's acquired businesses are eligible to receive additional cash consideration based on the attainment of certain operating metrics in the periods subsequent to acquisition. Contingent consideration and compensation are valued using significant inputs that are not observable in the market, which are defined as Level 3 inputs pursuant to fair value measurement accounting.
The following table provides a reconciliation of the beginning and ending balance of Level 3 liabilities for the six months ended June 30, 2025:
| Earnout | Contingent Compensation | |||||||||||||||||||
Balance at December 31, 2024 | $ | ( | $ | ( | ||||||||||||||||
| Earnout accretion | ( | |||||||||||||||||||
| Compensation expense | ( | |||||||||||||||||||
| Fair value adjustment | ||||||||||||||||||||
| Payments | ||||||||||||||||||||
| Foreign currency translation | ( | ( | ||||||||||||||||||
Balance at June 30, 2025 | $ | ( | $ | ( | ||||||||||||||||
Earnout accruals of $42.6 million were recorded within Current liabilities - Other current liabilities as of June 30, 2025, and earnout accruals of $38.6 million were recorded within Non-current liabilities - Other non-current liabilities as of December 31, 2024. Contingent compensation accruals of $25.0 million and $4.9 million are recorded within Current liabilities - Accrued salaries and benefits as of June 30, 2025, and December 31, 2024, respectively, and contingent compensation accruals of $18.0 million are recorded within Non-current liabilities - Accrued salaries and benefits as of December 31, 2024.
Other Investments
8. Goodwill and Other Intangible Assets
Goodwill
The Company's goodwill by segment (for the segments that had recorded goodwill) is as follows:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Executive Search | ||||||||||||||
| Americas | $ | $ | ||||||||||||
| Europe | ||||||||||||||
| Total Executive Search | ||||||||||||||
| On-Demand Talent | ||||||||||||||
| Heidrick Consulting | ||||||||||||||
| Goodwill, gross | ||||||||||||||
| Accumulated impairment | ( | ( | ||||||||||||
| Total goodwill | $ | $ | ||||||||||||
15
Changes in the carrying amount of goodwill by segment (for the segments that had recorded goodwill) for the six months ended June 30, 2025, are as follows:
| Executive Search | On-Demand Talent | Heidrick Consulting | |||||||||||||||||||||||||||||||||
| Americas | Europe | Total | |||||||||||||||||||||||||||||||||
| Goodwill | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Accumulated impairment losses | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
Balance at December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Foreign currency translation | |||||||||||||||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||||||||||||||
| Accumulated impairment losses | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
During the three months ended June 30, 2024, as a result of the Company's mid-year forecasting process, it was determined that a reduction in the On-Demand Talent reporting unit forecast was required. Due to the reduction in the forecasted results for the reporting unit, in addition to the 6 % passing margin in the most recent impairment analysis conducted as of October 31, 2023, the Company determined that it was more likely than not that the fair value of the reporting unit was less than its carrying value. As a result, the Company identified a triggering event and performed an interim goodwill impairment evaluation during the three months ended June 30, 2024.
Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions to evaluate the impact of operating and macroeconomic changes on each reporting unit. During the impairment evaluation process, the Company used a discounted cash flow methodology to estimate the fair value of each of its reporting units. The discounted cash flow approach is dependent on a number of factors, including estimates of future market growth and trends, forecasted revenue and costs, capital investments, appropriate discount rates, certain assumptions to allocate shared costs, assets and liabilities, historical and projected performance of the reporting unit, and the macroeconomic conditions affecting each of the Company’s reporting units. The assumptions used in the determination of fair value were (1) a forecast of growth in the near and long term; (2) the discount rate; (3) a forecast of operating expense growth in the near and long term. As part of the goodwill impairment evaluation, the Company performed a reconciliation of its market capitalization to the aggregated estimated fair value of all reporting units, including consideration of a control premium.
Based on the results of the 2024 interim impairment evaluation, the Company determined that the goodwill within the On-Demand Talent and Europe reporting units were impaired, which resulted in impairment charges of $14.8 1.5
Other Intangible Assets, net
The Company’s other intangible assets, net by segment, are as follows:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Executive Search | ||||||||||||||
| Americas | $ | $ | ||||||||||||
| Europe | ||||||||||||||
| Total Executive Search | ||||||||||||||
| On-Demand Talent | ||||||||||||||
| Heidrick Consulting | ||||||||||||||
| Total other intangible assets, net | $ | $ | ||||||||||||
16
The carrying amount of amortizable intangible assets and the related accumulated amortization are as follows:
| Weighted Average Life (Years) | June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||||||
| Client relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Trade name | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Software | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
Intangible asset amortization expense for the three months ended June 30, 2025, and 2024, was $1.6 million and $1.9 million, respectively. Intangible asset amortization expense for the six months ended June 30, 2025, and 2024, was $3.3 million and $4.2 million, respectively.
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
9. Other Current and Non-current Assets and Liabilities
The components of other current assets are as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Contract assets | $ | $ | |||||||||
| Other | |||||||||||
| Total other current assets | $ | $ | |||||||||
The components of other current liabilities are as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Earnout liability | $ | $ | |||||||||
| Other | |||||||||||
| Total other current liabilities | $ | $ | |||||||||
The components of other non-current liabilities are as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Earnout liability | $ | $ | |||||||||
| Other | |||||||||||
| Total other non-current liabilities | $ | $ | |||||||||
17
10. Line of Credit
On March 17, 2025, the Company entered into the Third Amendment (the “Third Amendment”) to the Credit Agreement, dated as of October 26, 2018 (the “Credit Agreement” and, as amended by the First Amendment to Credit Agreement, dated as of July 13, 2021, and the Second Amendment, dates as of February 24, 2023, the "Amended Credit Agreement") by and among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto. The Third Amendment provides that Lenders (as defined in the Third Amendment) will make available to the Borrowers (as defined in the Third Amendment) a committed revolving credit facility in an aggregate amount of $100 million, which includes a sublimit of $25 million for letters of credit and a sublimit of $10 million for swingline loans, with a $75 million expansion feature (collectively, the “Facility”). The Amended Credit Agreement matures on March 17, 2030, extended from July 13, 2026.
Borrowings under the Credit Agreement may be used for working capital, capital expenditures, permitted acquisitions, restricted payments and for other general corporate purposes of the Company and its subsidiaries. The obligations under the Credit Agreement are guaranteed by certain of the Company’s subsidiaries and from time to time may be secured by equity interests in certain of the Company’s subsidiaries.
As of June 30, 2025, and December 31, 2024, the Company had no
11. Stock-Based Compensation and Common Stock
On May 23, 2024, the stockholders of the Company approved an amendment and restatement of the Company's Fourth Amended and Restated 2012 Heidrick & Struggles GlobalShare Program (as so amended and restated, the "Fifth A&R Program") to increase the number of shares of common stock reserved for issuance under the plan by 649,000 shares, among other things. The Fifth A&R Program provides for grants of stock options, stock appreciation rights, restricted stock units, performance stock units, and other stock-based compensation awards that are valued based upon the grant date fair value of the awards. These awards may be granted to directors, selected employees and independent contractors.
As of June 30, 2025, 5,149,536 awards have been issued under the Fifth A&R Program, including 955,362 forfeited awards, and 723,899 shares remain available for future awards assuming performance stock units vest at maximum levels. The Fifth A&R Program provides that no awards can be granted after the first annual meeting of the Company's stockholders to occur on or after May 23, 2034.
The Company measures its stock-based compensation costs based on the grant date fair value of the awards and recognizes these costs over the requisite service period.
A summary of information with respect to stock-based compensation is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Salaries and benefits (1) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||||||||||||||
| Income tax benefit related to stock-based compensation included in net income (loss) | |||||||||||||||||||||||||||||||||||
(1) Includes $0.7 million and $0.1 million of expense related to cash-settled restricted stock units for the three months ended June 30, 2025, and 2024, respectively, and $0.8 million and $0.9 million of expense related to cash-settled restricted stock units for the six months ended June 30, 2025, and 2024, respectively.
Restricted Stock Units
Restricted stock units granted to employees are subject to ratable vesting over a three-year or four-year period dependent upon the terms of the individual grant. Compensation expense related to service-based restricted stock units is recognized on a straight-line basis over the vesting period.
Non-employee members of the Board of Directors may elect to receive restricted stock units or shares of common stock annually pursuant to the Fifth A&R Program as part of their annual compensation. Based on their respective elections, the
Company issued 17,325 and 16,752 restricted stock units for services provided by the non-employee directors during the three months ended June 30, 2025, and 2024, respectively. Restricted stock units issued to non-employee directors remain unvested until the respective non-employee directors retire from the Board of Directors.
Restricted stock unit activity for the six months ended June 30, 2025, is as follows:
| Number of Restricted Stock Units | Weighted- Average Grant-Date Fair Value | ||||||||||
Outstanding on December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested and converted to common stock | ( | ||||||||||
| Forfeited | ( | ||||||||||
Outstanding on June 30, 2025 | $ | ||||||||||
As of June 30, 2025, there was $12.4 million of pre-tax unrecognized compensation expense related to unvested restricted stock units, which is expected to be recognized over a weighted average of 2.3 years.
Performance Stock Units
The Company grants performance stock units to certain of its senior executives. The majority of performance stock units are subject to cliff vesting at the end of a three-year period. The vesting will vary between 0 % and 200 % based on the attainment of certain performance and market conditions over the three-year vesting period. For the majority of granted performance stock units, half of the award is based on the achievement of adjusted operating margin or Adjusted EBITDA margin thresholds and half of the award is based on the Company's total shareholder return, relative to a peer group. The fair value of the awards subject to total shareholder return metrics is determined using a Monte Carlo simulation model. A Monte Carlo simulation model uses stock price volatility and other variables to estimate the probability of satisfying the performance conditions and the resulting fair value of the award. The performance stock units are expensed on a straight-line basis over the three-year vesting period.
Certain of the Company's senior executives are granted performance stock units that are subject to ratable vesting over a four-year period. The vesting will vary between 0 % and 100 % of the shares subject to the performance stock units based on the attainment of specified stock price hurdles over the vesting period. The fair value of the awards subject to such stock price hurdles is determined using the Monte Carlo simulation model. The performance stock units are expensed on a straight-line basis over the derived service period, which ranges from one to four years .
Performance stock unit activity for the six months ended June 30, 2025, is as follows:
| Number of Performance Stock Units | Weighted- Average Grant-Date Fair Value | ||||||||||
Outstanding on December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested and converted to common stock | ( | ||||||||||
| Forfeited | ( | ||||||||||
Outstanding on June 30, 2025 | $ | ||||||||||
As of June 30, 2025, there was $7.6 million of pre-tax unrecognized compensation expense related to unvested performance stock units, which is expected to be recognized over a weighted average of 2.2 years.
Phantom Stock Units
Phantom stock units are grants of phantom stock with respect to shares of the Company's common stock that are settled in cash and are subject to various restrictions, including restrictions on transferability, vesting and forfeiture provisions. Shares of phantom stock that do not vest for any reason will be forfeited by the recipient and will revert to the Company.
Phantom stock units are subject to vesting over a three-year or four-year period, and such vesting is subject to certain other conditions, including continued service to the Company. As a result of the cash-settlement feature of the awards, the Company
classifies the awards as liability awards, which are measured at fair value at each reporting date and the vested portion of the award is recognized as a liability to the extent that the service condition is deemed probable. The fair value of the phantom stock awards on the balance sheet date is determined using the closing share price of the Company's common stock on that date.
The Company recorded phantom stock-based compensation expense of $0.7 million and $0.1 million related to cash-settled restricted stock units for the three months ended June 30, 2025, and 2024, respectively, and $0.8 million and $0.9 million of expense related to cash-settled restricted stock units for the six months ended June 30, 2025, and 2024, respectively.
Phantom stock unit activity for the six months ended June 30, 2025, is as follows:
| Number of Phantom Stock Units | |||||
Outstanding on December 31, 2024 | |||||
| Granted | |||||
| Vested | ( | ||||
| Forfeited | ( | ||||
Outstanding on June 30, 2025 | |||||
As of June 30, 2025, there was $1.4 million of pre-tax unrecognized compensation expense related to unvested phantom stock units, which is expected to be recognized over a weighted average of 2.1 years.
Common Stock
Non-employee members of the Board of Directors may elect to receive restricted stock units or shares of common stock annually pursuant to the Fifth A&R Program as part of their annual compensation, which is typically issued in the second quarter each year. The Company issued 6,930 and 12,564 shares of common stock for services provided by the non-employee directors during the three months ended June 30, 2025, and 2024, respectively.
On February 11, 2008, the Company's Board of Directors authorized management to repurchase shares of the Company's common stock with an aggregate purchase price of up to $50.0 million (the "Repurchase Authorization"). From time to time and as business conditions warrant, the Company may purchase shares of its common stock on the open market or in negotiated or block trades. No time limit has been set for completion of this program. There were no 36,000 shares of common stock for $0.9 million. As of June 30, 2025, the Company has purchased 1,074,670 shares of its common stock pursuant to the Repurchase Authorization for a total of $29.2 million and $20.8 million remains available for future purchases under the Repurchase Authorization.
18
12. Restructuring
During the year ended December 31, 2024, the Company implemented a restructuring plan (the "2024 Plan") to optimize future growth and profitability through a workforce reduction. The Company did not incur any such charges related to the implementation of the 2024 Plan during the six months ended June 30, 2025.
Restructuring charges incurred to date for the 2024 Plan by type of charge and reportable segment are as follows:
| Executive Search | |||||||||||||||||||||||||||||||||||||||||
| Americas | Europe | Asia Pacific | On-Demand Talent | Heidrick Consulting | Global Operations Support | Total | |||||||||||||||||||||||||||||||||||
| Employee related | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Changes in the restructuring accrual for the six months ended June 30, 2025, were as follows:
| Employee Related | ||||||||||||||||||||||||||
Accrual balance at December 31, 2024 | ||||||||||||||||||||||||||
| Cash payments | ( | |||||||||||||||||||||||||
Accrual balance at June 30, 2025 | $ | |||||||||||||||||||||||||
Restructuring accruals are recorded within current Accrued salaries and benefits in the Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024.
13. Income Taxes
The Company reported income before taxes of $31.1 million and an income tax provision of $10.1 million for the three months ended June 30, 2025. The Company reported a loss before taxes of $0.6 million and an income tax provision of $4.6 million for the three months ended June 30, 2024. The effective tax rates for the three months ended June 30, 2025, and 2024, were 32.3 % and (798.4 )%, respectively. The effective tax rate for the three months ended June 30, 2025 was impacted by the mix of income and the tax effect on discrete items. The effective tax rate for the three months ended June 30, 2024 was impacted by the tax effect on goodwill impairment and the mix of income.
The Company reported income before taxes of $48.8 million and an income tax provision of $14.4 million for the six months ended June 30, 2025. The Company reported income before taxes of $22.4 million and an income tax provision of $13.5 million for the six months ended June 30, 2024. The effective tax rates for the six months ended June 30, 2025, and 2024, were 29.5 % and 60.3 %, respectively. The effective tax rate for the six months ended June 30, 2025, was impacted by the mix of income and the tax effect on discrete items. The effective tax rate for the six months ended June 30, 2024 was impacted by the tax effect on goodwill impairment and the mix of income.
On July 4, 2025, the "One Big Beautiful Bill Act" (OBBBA) was signed into law in the United States. The OBBBA contains several changes to corporate taxation, including the extension of multiple tax provisions from the 2017 Tax Cuts and Jobs Act that were scheduled to expire in 2025. The Company is currently evaluating the impact of the new legislation but does not expect it to have a material impact on the results of operations.
19
14. Changes in Accumulated Other Comprehensive Income (Loss)
The changes in Accumulated other comprehensive income (loss) (“AOCI”) by component for the six months ended June 30, 2025, are as follows:
| Available- for- Sale Securities | Foreign Currency Translation | Pension | AOCI | |||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive income (loss) before reclassification, net of tax | ( | |||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
15. Segment Information
The Company has five operating segments. The Executive Search business operates in the Americas, Europe (which includes Africa) and Asia Pacific (which includes the Middle East), and the Heidrick Consulting and On-Demand Talent businesses operate globally. The Company's operating segments are based on the organizational structure for which financial results are regularly reviewed by our chief operating decision-maker to evaluate performance and allocate resources.
Executive Search partners with our clients - respected organizations across the globe - to help them build and sustain the best leadership teams in the world, with a specialized focus on the placement of top-level senior executives.
On-Demand Talent provides clients seamless on-demand access to top independent talent, including professionals with deep industry and functional expertise for interim leadership roles and critical, project-based initiatives.
Heidrick Consulting partners with organizations to unlock the power of their people. The Company's tools and experts use data and technology designed to bring science to the art of human capital development and organizational design. Our services allow our clients to accelerate their strategies and the effectiveness of individual leaders, teams and organizations as a whole.
The Company's chief operating decision-maker is its Chief Executive Officer. The Company evaluates performance and allocates resources based on the review of the chief operating decision maker ("CODM") of (1) net revenue and (2) net income before interest, taxes, depreciation and amortization, as adjusted, to the extent they occur, for earnout accretion, earnout fair value adjustments, contingent compensation, deferred compensation plan income or expense, certain reorganization costs, impairment charges and restructuring charges ("Adjusted EBITDA"). Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of net revenue in the same period. The CODM considers actual to historical, actual to budgeted, and actual to forecasted results and variances on a monthly basis using net revenue and Adjusted EBITDA when making decisions about allocating resources to the segments and assessing performance. The CODM is not provided asset information by reportable segment.
Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP (as defined below) financial measures. The following table presents a reconciliation of net income to Adjusted EBITDA and Adjusted EBITDA margin:
20
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||
| Revenue before reimbursements (net revenue) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | |||||||||||||||||||||||||||||||||||||
| Interest, net | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Other, net | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Provision for income taxes | ||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | |||||||||||||||||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||||||||||||
| Intangible amortization | ||||||||||||||||||||||||||||||||||||||
| Earnout accretion | ||||||||||||||||||||||||||||||||||||||
| Earnout fair value adjustments | ( | ( | ||||||||||||||||||||||||||||||||||||
| Acquisition contingent consideration | ||||||||||||||||||||||||||||||||||||||
| Deferred compensation plan | ||||||||||||||||||||||||||||||||||||||
| Reorganization costs | ( | |||||||||||||||||||||||||||||||||||||
| Impairment charges | ||||||||||||||||||||||||||||||||||||||
| Restructuring charges | ||||||||||||||||||||||||||||||||||||||
| Total adjustments | ||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | % | % | % | % | ||||||||||||||||||||||||||||||||||
21
The following tables present our segment information, including significant segment expenses, for the three and six months ended June 30, 2025, and 2024:
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Executive Search | |||||||||||||||||||||||||||||||||||
| Americas | Europe | Asia Pacific | On-Demand Talent | Heidrick Consulting | Total | ||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
| Revenue before reimbursements | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Reimbursements | |||||||||||||||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||||||||||||||
| Salaries and benefits (1) | |||||||||||||||||||||||||||||||||||
| General and administrative (2) | |||||||||||||||||||||||||||||||||||
| Cost of services | |||||||||||||||||||||||||||||||||||
| Total segment operating expenses | |||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | |||||||||||||||||||||||||||||||||||
| Less: Reconciling Items | |||||||||||||||||||||||||||||||||||
| Research and development expenses (3) | |||||||||||||||||||||||||||||||||||
| Global Operations Support expenses (3) | |||||||||||||||||||||||||||||||||||
| Total reconciling expenses | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||
| Executive Search | |||||||||||||||||||||||||||||||||||
| Americas | Europe | Asia Pacific | On-Demand Talent | Heidrick Consulting | Total | ||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
| Revenue before reimbursements | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Reimbursements | |||||||||||||||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||||||||||||||
| Salaries and benefits (1) | |||||||||||||||||||||||||||||||||||
| General and administrative (2) | |||||||||||||||||||||||||||||||||||
| Cost of services | |||||||||||||||||||||||||||||||||||
| Total segment operating expenses | |||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | ( | ( | |||||||||||||||||||||||||||||||||
| Less: Reconciling Items | |||||||||||||||||||||||||||||||||||
| Research and development expenses (3) | |||||||||||||||||||||||||||||||||||
| Global Operations Support expenses (3) | |||||||||||||||||||||||||||||||||||
| Total reconciling expenses | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
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| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Executive Search | |||||||||||||||||||||||||||||||||||
| Americas | Europe | Asia Pacific | On-Demand Talent | Heidrick Consulting | Total | ||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
| Revenue before reimbursements | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Reimbursements | |||||||||||||||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||||||||||||||
| Salaries and benefits (1) | |||||||||||||||||||||||||||||||||||
| General and administrative (2) | |||||||||||||||||||||||||||||||||||
| Cost of services | |||||||||||||||||||||||||||||||||||
| Total segment operating expenses | |||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | ( | ||||||||||||||||||||||||||||||||||
| Less: Reconciling Items | |||||||||||||||||||||||||||||||||||
| Research and development expenses (3) | |||||||||||||||||||||||||||||||||||
| Global Operations Support expenses (3) | |||||||||||||||||||||||||||||||||||
| Total reconciling expenses | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||
| Executive Search | |||||||||||||||||||||||||||||||||||
| Americas | Europe | Asia Pacific | On-Demand Talent | Heidrick Consulting | Total | ||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
| Revenue before reimbursements | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Reimbursements | |||||||||||||||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||||||||||||||
| Salaries and benefits (1) | |||||||||||||||||||||||||||||||||||
| General and administrative (2) | |||||||||||||||||||||||||||||||||||
| Cost of services | |||||||||||||||||||||||||||||||||||
| Total segment operating expenses | |||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | ( | ( | |||||||||||||||||||||||||||||||||
| Less: Reconciling Items | |||||||||||||||||||||||||||||||||||
| Research and development expenses (3) | |||||||||||||||||||||||||||||||||||
| Global Operations Support expenses (3) | |||||||||||||||||||||||||||||||||||
| Total reconciling expenses | |||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
(1) Includes base salaries, payroll taxes, retirement benefits, separation and stock-based compensation. Excludes contingent compensation, deferred compensation plan income or expense and reorganization costs as these income/expense items are not included within the Company's measure of segment profitability.
(2) Includes professional fees, business development travel, information technology, communication services, marketing, taxes and licenses, temporary labor, bad debt, and other operating expenses. Excludes depreciation, intangible amortization, earnout accretion and earnout fair value adjustments as these income/expense items are not included within the Company's measure of segment profitability.
23
Depreciation and amortization, and capital expenditures, by segment, are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, 2025 | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Executive Search | ||||||||||||||||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||
| Asia Pacific | ||||||||||||||||||||||||||
| Total Executive Search | ||||||||||||||||||||||||||
| On-Demand Talent | ||||||||||||||||||||||||||
| Heidrick Consulting | ||||||||||||||||||||||||||
| Total segments | ||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||
| Global Operations Support | ||||||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | ||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||
| Executive Search | ||||||||||||||||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||
| Asia Pacific | ||||||||||||||||||||||||||
| Total Executive Search | ||||||||||||||||||||||||||
| On-Demand Talent | ||||||||||||||||||||||||||
| Heidrick Consulting | ||||||||||||||||||||||||||
| Total segments | ||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||
| Global Operations Support | ||||||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | ||||||||||||||||||||||
16. Guarantees
The Company has utilized letters of credit to support certain obligations, primarily for its office lease agreements. The letters of credit were made to secure the respective agreements and are for the terms of the agreements, which extend through 2034. For each letter of credit issued, the Company would have to use cash to fulfill the obligation if there is a default on a payment. The maximum amount of undiscounted payments the Company would be required to make in the event of default on all outstanding letters of credit is approximately $4.7 million as of June 30, 2025. The Company has not accrued for these arrangements as no event of default exists or is expected to exist.
17. Commitments and Contingencies
Litigation
The Company has contingent liabilities from various pending claims and litigation matters arising in the ordinary course of the Company’s business, some of which involve claims for damages that are substantial in amount. Some of these matters are covered in part by insurance. Based upon information currently available, the Company believes the ultimate resolution of such claims and litigation will not have a material adverse effect on its financial condition, results of operations or liquidity.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations as well as other sections of this quarterly report on Form 10-Q contain forward-looking statements within the meaning of the federal securities laws, including expectations regarding the Company's One Heidrick strategy and associated investment initiatives. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Forward-looking statements are not historical facts or guarantees of future performance, but instead represent only our beliefs, assumptions, expectations, estimates, forecasts and projections regarding future events, many of which, by their nature, are inherently uncertain and outside our control. Forward-looking statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook,” “projects,” “forecasts,” "aim," and similar expressions. These statements include statements other than historical information or statements of current condition and may relate to our future plans and objectives and results. By identifying these statements for you in this manner, we are alerting you to the possibility that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements.
Factors that may cause actual outcomes and results to differ materially from what is expressed, forecasted or implied in the forward-looking statements include, among other things, our ability to attract, integrate, develop, manage, retain and motivate qualified consultants and senior leaders; our ability to prevent our consultants from taking our clients with them to another firm; our ability to maintain our professional reputation and brand name; our clients’ ability to restrict us from recruiting their employees; our heavy reliance on information management systems; risks arising from our implementation of new technology and intellectual property to deliver new products and services to our clients; our dependence on third parties for the execution of certain critical functions; the fact that we face the risk of liability in the services we perform; the fact that data security, data privacy and data protection laws and other evolving regulations and cross-border data transfer restrictions may limit the use of our services and adversely affect our business; any challenges to the classification of our on-demand talent as independent contractors; the fact that increased cybersecurity requirements, vulnerabilities, threats and more sophisticated and targeted cyber-related attacks could pose a risk to our systems, networks, solutions, services and data; the fact that our net revenue may be affected by adverse macroeconomic or labor market conditions, including impacts of inflation and effects of geopolitical instability; the aggressive competition we face; the impact of foreign currency exchange rate fluctuations; our ability to access additional credit; social, political, regulatory, legal and economic risks in markets where we operate, including the impact of the ongoing war in Ukraine, the conflict between Israel and Hamas and any broader regional conflict in the Middle East, the risks of an expansion or escalation of those conflicts and our ability to quickly and completely recover from any disruption to our business; the impact from actions by the U.S. presidential administration and Congress; unfavorable tax law changes and tax authority rulings; our ability to realize the benefit of our net deferred tax assets; the fact that we may not be able to align our cost structure with net revenue; any impairment of our goodwill, other intangible assets and other long-lived assets; our ability to maintain an effective system of disclosure controls and internal control over our financial reporting and produce accurate and timely financial statements; our ability to execute and integrate future acquisitions; and the fact that we have anti-takeover provisions that make an acquisition of us difficult and expensive. We caution the reader that the list of factors may not be exhaustive. For more information on the factors that could affect the outcome of forward-looking statements, refer to our Annual Report on Form 10-K for the year ended December 31, 2024, under the heading "Risk Factors" in Item 1A, and any subsequent Company filings with the Securities and Exchange Commission ("SEC"). We caution the reader that the list of factors may not be exhaustive. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Executive Overview
Our Business. Heidrick & Struggles International, Inc. (the "Company," "we," "us," or "our") is a human capital leadership advisory firm providing executive search, consulting and on-demand talent services to businesses and business leaders worldwide to help them improve the effectiveness of their leadership teams. We provide our services to a broad range of clients through the expertise of over 500 consultants located in major cities around the world. The Company and its predecessors have been leadership advisors for more than 70 years.
Our service offerings include the following:
Executive Search. We partner with our clients, respected organizations across the globe, to help them build and sustain the best leadership teams in the world, with a specialized focus on the placement of top-level senior executives. Through our unique relationship-based, data-driven approach, we help our clients find the right leaders, set them up for success, and accelerate their performance and that of their teams.
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We believe focusing on top-level senior executives offers several competitive advantages including access to and influence with key decision makers, increased potential for recurring search and consulting engagements, higher fees per search engagement, enhanced brand visibility, and a leveraged global footprint. Working at the top of client organizations also facilitates the attraction and retention of high-caliber consultants who desire to serve top industry executives and their leadership needs. Our executive search services derive revenue through the fees generated for each search engagement, which generally are based on the annual compensation for the placed executive. We provide our executive search services primarily on a retained basis.
We employ a global approach to executive search built on better insights, more data and faster decision making facilitated by the use of our Heidrick Leadership Framework and Heidrick Connect. Our Heidrick Leadership Framework allows clients to holistically evaluate a candidate's pivotal experience and expertise, leadership capabilities, agility and potential, and culture fit and impact, thereby allowing our clients to find the right person for the role. We supplement our Heidrick Leadership Framework through a series of additional online tools including our Leadership Accelerator, Leadership Signature and Culture Signature assessments. Heidrick Connect, a completely digital, always available client experience portal, allows our clients to access talent insights for each engagement, including the Heidrick Leadership Framework and other internally developed assessment tools. In response to working remotely, our Executive Search teams employed Heidrick Connect to operate effectively and efficiently while engaging virtually with our clients. Additionally, we have introduced upgrades to Heidrick Connect, resulting in greater flexibility, increased productivity and the ability to deliver more insights to our clients.
The executive search industry consists of several thousand executive search firms worldwide. Executive search firms are generally separated into two broad categories: retained search and contingency search. Retained executive search firms fulfill their clients’ senior leadership needs by identifying potentially qualified candidates and assisting clients in evaluating and assessing these candidates. Retained executive search firms generally are compensated for their services regardless of whether the client employs a candidate identified by the search firm and are generally retained on an exclusive basis. Typically, retained executive search firms are paid a retainer for their services equal to approximately one-third of the estimated first year compensation for the position to be filled. In addition, if the actual compensation of a placed candidate exceeds the estimated compensation, executive search firms often are authorized to bill the client for one-third of the excess. In contrast, contingency search firms are compensated only upon successfully placing a recommended candidate.
We are a retained executive search firm. Our search process typically consists of the following steps:
•Analyzing the client’s business needs in order to understand its organizational structure, relationships and culture, advising the client as to the required set of skills and experiences for the position, and identifying with the client the other characteristics desired of the successful candidate;
•Selecting, contacting, interviewing and evaluating candidates on the basis of experience and potential cultural fit with the client organization;
•Presenting confidential written reports on the candidates who potentially fit the position specification;
•Scheduling a mutually convenient meeting between the client and each candidate;
•Completing reference checks on the final candidate selected by the client; and
•Assisting the client in structuring compensation packages and supporting the successful candidate’s integration into the client team.
On-Demand Talent. Our on-demand talent services provide clients seamless on-demand access to top independent talent, including professionals with deep industry and functional expertise for interim leadership roles and critical, project-based initiatives. Our unique model delivers the right independent talent on demand by blending proprietary data and technology with a dedicated Talent Solutions team.
Heidrick Consulting. We partner with organizations through Heidrick Consulting to unlock the power of their people. Our tools and experts use data and technology designed to bring science to the art of human capital development and organizational design. Our services allow our clients to accelerate their strategies and the effectiveness of individual leaders, teams and organizations as a whole.
Heidrick Consulting offers our clients impactful approaches to human capital development through a myriad of solutions, ranging from leadership assessment and development, team and organization acceleration, digital acceleration and innovation,
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diversity and inclusion advisory services, and culture shaping. Applying our deep understanding of the behaviors and attributes of leaders across many of the world’s premier companies, we guide our clients as they build a thriving culture of future-ready leadership. These premium services and offerings, which complement our Executive Search expertise, significantly contribute to our ability to deliver a full-service human capital consulting solution to our clients.
Our consulting services generate revenue primarily through the professional fees generated for each engagement which are generally based on the size of the project and scope of services. Our Heidrick Consulting teams have integrated new digital solutions for Leadership Assessments, Team Acceleration, and Organization and Culture Acceleration that can be delivered virtually.
We also remain focused on expanding our revenue streams beyond our executive search business through the investment in the diversification of our product offerings, namely through aligning our financial and talent resources to our strategic priorities.
Key Performance Indicators
We manage and assess our performance through various means, with primary financial and operational measures including net revenue, Adjusted EBITDA and Adjusted EBITDA margin. These non-GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with United States generally accepted accounting principles ("GAAP"). Executive Search and Heidrick Consulting performance is also measured using consultant headcount. Specific to Executive Search, confirmed search (confirmation) trends, consultant productivity and average revenue per search are used to measure performance. Productivity is as measured by annualized Executive Search net revenue per consultant.
Revenue is driven by market conditions and a combination of the number of executive search engagements, consulting projects, on-demand projects and the average revenue per search or project. With the exception of compensation expense and cost of sales, incremental increases in revenue do not necessarily result in proportionate increases in costs, particularly operating and administrative expenses, thus creating the potential to improve Adjusted EBITDA and Adjusted EBITDA margin.
The number of consultants, confirmation trends, number of searches or projects completed, productivity levels and the average revenue per search or project will vary from quarter to quarter, affecting net revenue, Adjusted EBITDA and Adjusted EBITDA margin.
The Company evaluates performance and allocates resources based on the CODM’s review of (1) net revenue and (2) net income before interest, taxes, depreciation and amortization, as adjusted, to the extent they occur, for earnout accretion, earnout fair value adjustments, contingent compensation, deferred compensation plan income or expense, certain reorganization costs, impairment charges and restructuring charges, or Adjusted EBITDA. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue in the same period.
Consolidated and the subtotal of Executive Search Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures and have limitations as analytical tools. They should not be viewed as a substitute for financial information determined in accordance with GAAP and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. In addition, they may not necessarily be comparable to non-GAAP performance measures that may be presented by other companies.
We believe the presentation of these non-GAAP financial measures provides meaningful supplemental information and a more complete understanding of our ongoing operating results, including underlying trends. These non-GAAP financial measures are used by management in their financial and operating decision making because management believes they reflect our ongoing business in a manner that allows for meaningful period-to-period comparison and evaluation. We also believe that these non-GAAP financial measures, when considered together with our GAAP financial measures, provide management and investors with additional information for comparison of our operating results with the operating results of other companies.
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Our Compensation Model
At the consultant level, there are fixed and variable components of compensation. Individuals are rewarded for their performance based on a system that directly ties a portion of their compensation to the amount of net revenue for which they are responsible. A portion of the reward may be based upon individual performance against a series of non-financial measures. Credit towards the variable portion of a consultant’s compensation is earned by generating net revenue for winning and executing work. Each quarter, we review and update the expected annual performance of all consultants and accrue variable compensation accordingly. The amount of variable compensation that is accrued for each consultant is based on a tiered payout model. Overall, Company performance determines the amount available for total variable compensation. The more net revenue that is generated by the consultant, the higher the percentage credited towards the consultant’s variable compensation and thus accrued by our Company as expense.
The mix of individual consultants who generate revenue can significantly affect the total amount of compensation expense recorded, which directly impacts operating margin. As a result, the variable portion of the compensation expense may fluctuate significantly from quarter to quarter. The total variable compensation is discretionary and is based on Company-wide financial targets approved by the Human Resources and Compensation Committee of the Board of Directors. We pay annual bonuses in the first half of the year following the year in which they are earned.
Results of Operations
(In the following tables, totals and sub-totals may not equal the sum of individual line items due to rounding. All tables are in thousands, except percentages.)
The following table summarizes, for the periods indicated, our results of operations as a percentage of revenue before reimbursements (net revenue):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||
| Revenue before reimbursements (net revenue) | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||
| Reimbursements | 1.5 | 1.5 | 1.4 | 1.5 | ||||||||||||||||||||||
| Total revenue | 101.5 | 101.5 | 101.4 | 101.5 | ||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||
| Salaries and benefits | 65.9 | 63.8 | 66.4 | 64.8 | ||||||||||||||||||||||
| General and administrative expenses | 13.3 | 16.7 | 13.9 | 16.1 | ||||||||||||||||||||||
| Cost of services | 10.9 | 10.7 | 10.8 | 10.5 | ||||||||||||||||||||||
| Research and development | 1.9 | 2.0 | 2.1 | 2.1 | ||||||||||||||||||||||
| Impairment charges | — | 5.8 | — | 3.0 | ||||||||||||||||||||||
| Restructuring charges | — | 2.5 | — | 1.3 | ||||||||||||||||||||||
| Reimbursed expenses | 1.5 | 1.5 | 1.4 | 1.5 | ||||||||||||||||||||||
| Total operating expenses | 93.5 | 103.0 | 94.5 | 99.3 | ||||||||||||||||||||||
| Operating income (loss) | 8.0 | (1.5) | 6.9 | 2.2 | ||||||||||||||||||||||
| Non-operating income | ||||||||||||||||||||||||||
| Interest, net | 0.8 | 0.9 | 1.1 | 1.2 | ||||||||||||||||||||||
| Other, net | 1.0 | 0.4 | 0.1 | 0.7 | ||||||||||||||||||||||
| Net non-operating income | 1.9 | 1.3 | 1.2 | 1.9 | ||||||||||||||||||||||
| Income (loss) before income taxes | 9.8 | (0.2) | 8.1 | 4.1 | ||||||||||||||||||||||
| Provision for income taxes | 3.2 | 1.6 | 2.4 | 2.5 | ||||||||||||||||||||||
| Net income (loss) | 6.6 | % | (1.9) | % | 5.7 | % | 1.6 | % | ||||||||||||||||||
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The following table sets forth, for the periods indicated, a reconciliation of Adjusted EBITDA to net income:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenue before reimbursements (net revenue) | $ | 317,248 | $ | 278,626 | $ | 600,826 | $ | 543,823 | ||||||||||||||||||
| Net income (loss) | 21,073 | (5,157) | 34,379 | 8,875 | ||||||||||||||||||||||
| Interest, net | (2,639) | (2,612) | (6,594) | (6,698) | ||||||||||||||||||||||
| Other, net | (3,276) | (997) | (710) | (3,568) | ||||||||||||||||||||||
| Provision for income taxes | 10,072 | 4,583 | 14,383 | 13,482 | ||||||||||||||||||||||
| Operating income (loss) | 25,230 | (4,183) | 41,458 | 12,091 | ||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||
| Depreciation | 3,428 | 1,990 | 6,607 | 4,483 | ||||||||||||||||||||||
| Intangible amortization | 1,587 | 1,920 | 3,255 | 4,217 | ||||||||||||||||||||||
| Earnout accretion | 536 | 469 | 1,017 | 935 | ||||||||||||||||||||||
| Earnout fair value adjustments | (3,257) | 1,211 | (2,315) | 1,211 | ||||||||||||||||||||||
| Acquisition contingent consideration | 1,566 | 3,285 | 4,387 | 5,273 | ||||||||||||||||||||||
| Deferred compensation plan | 5,198 | 956 | 4,840 | 3,306 | ||||||||||||||||||||||
| Reorganization costs | (436) | — | 3,725 | — | ||||||||||||||||||||||
| Impairment charges | — | 16,224 | — | 16,224 | ||||||||||||||||||||||
| Restructuring charges | — | 6,939 | — | 6,939 | ||||||||||||||||||||||
| Total adjustments | 8,622 | 32,994 | 21,516 | 42,588 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 33,852 | $ | 28,811 | $ | 62,974 | $ | 54,679 | ||||||||||||||||||
| Adjusted EBITDA margin | 10.7 | % | 10.3 | % | 10.5 | % | 10.1 | % | ||||||||||||||||||
Revenue and Adjusted EBITDA by segment are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||
| Executive Search | ||||||||||||||||||||||||||
| Americas | $ | 160,170 | $ | 147,078 | $ | 304,574 | $ | 283,757 | ||||||||||||||||||
| Europe | 52,451 | 40,082 | 97,842 | 81,563 | ||||||||||||||||||||||
| Asia Pacific | 25,553 | 22,807 | 49,148 | 46,128 | ||||||||||||||||||||||
| Total Executive Search | 238,174 | 209,967 | 451,564 | 411,448 | ||||||||||||||||||||||
| On-Demand Talent | 47,866 | 41,895 | 90,430 | 79,752 | ||||||||||||||||||||||
| Heidrick Consulting | 31,208 | 26,764 | 58,832 | 52,623 | ||||||||||||||||||||||
| Revenue before reimbursements (net revenue) | 317,248 | 278,626 | 600,826 | 543,823 | ||||||||||||||||||||||
| Reimbursements | 4,660 | 4,251 | 8,524 | 8,152 | ||||||||||||||||||||||
| Total revenue | $ | 321,908 | $ | 282,877 | $ | 609,350 | $ | 551,975 | ||||||||||||||||||
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| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Adjusted EBITDA | ||||||||||||||||||||||||||
| Executive Search | ||||||||||||||||||||||||||
| Americas | $ | 46,655 | $ | 48,112 | $ | 90,877 | $ | 89,983 | ||||||||||||||||||
| Europe | 5,388 | 2,840 | 10,430 | 6,193 | ||||||||||||||||||||||
| Asia Pacific | 2,507 | 1,740 | 5,542 | 4,935 | ||||||||||||||||||||||
| Total Executive Search | 54,550 | 52,692 | 106,849 | 101,111 | ||||||||||||||||||||||
| On-Demand Talent | 1,028 | (1,629) | 1,428 | (2,550) | ||||||||||||||||||||||
| Heidrick Consulting | 555 | (1,395) | (1,541) | (3,422) | ||||||||||||||||||||||
| Total segment Adjusted EBITDA | 56,133 | 49,668 | 106,736 | 95,139 | ||||||||||||||||||||||
| Research and Development | (4,638) | (4,781) | (9,262) | (9,706) | ||||||||||||||||||||||
| Global Operations Support | (17,643) | (16,076) | (34,500) | (30,754) | ||||||||||||||||||||||
| Total Adjusted EBITDA | $ | 33,852 | $ | 28,811 | $ | 62,974 | $ | 54,679 | ||||||||||||||||||
Three Months Ended June 30, 2025, Compared to the Three Months Ended June 30, 2024
Total revenue. Consolidated total revenue increased $39.0 million, or 13.8%, to $321.9 million for the three months ended June 30, 2025, from $282.9 million for the three months ended June 30, 2024. The increase in total revenue was primarily due to the increase in revenue before reimbursements (net revenue) described below.
Revenue before reimbursements (net revenue). Consolidated net revenue increased $38.6 million, or 13.9%, to $317.2 million for the three months ended June 30, 2025, compared to $278.6 million for the three months ended June 30, 2024. Foreign exchange rate fluctuations positively impacted results by $4.1 million, or 1.5%. Executive Search net revenue was $238.2 million for the three months ended June 30, 2025, an increase of $28.2 million, or 13.4%, compared to the three months ended June 30, 2024. The increase in Executive Search net revenue was primarily due to a 5.2% increase in the number of executive search confirmations compared to the prior year period. On-Demand Talent net revenue was $47.9 million for the three months ended June 30, 2025, an increase of $6.0 million, or 14.3%, compared to the three months ended June 30, 2024. The increase in On-Demand Talent revenue was primarily due to an increase in the volume of On-Demand projects. Heidrick Consulting net revenue was $31.2 million for the three months ended June 30, 2025, an increase of $4.4 million, or 16.6%, compared to the three months ended June 30, 2024. The increase in Heidrick Consulting revenue was primarily due to an increase in leadership assessment consulting engagements compared to the prior year period.
The number of Executive Search and Heidrick Consulting consultants was 420 and 90, respectively, as of June 30, 2025, compared to 415 and 85, respectively, as of June 30, 2024. Executive Search productivity, as measured by annualized net Executive Search revenue per consultant, was $2.3 million and $2.0 million for the three months ended June 30, 2025, and 2024, respectively. The average revenue per executive search was $162,000 and $151,000 for the three months ended June 30, 2025, and 2024, respectively.
Salaries and benefits. Consolidated salaries and benefits expense increased $31.3 million, or 17.6%, to $209.2 million for the three months ended June 30, 2025, compared to $177.9 million for the three months ended June 30, 2024. Fixed compensation increased $14.1 million due to increases in base salaries and payroll taxes, expenses related to our deferred compensation plan, talent acquisition and retention costs, retirement and benefit costs, and stock compensation. Variable compensation increased $17.2 million due to higher bonus accruals related to increased consultant productivity. Foreign exchange rate fluctuations negatively impacted results by $2.5 million, or 1.4%.
For the three months ended June 30, 2025, we had an average of 2,221 employees compared to an average of 2,196 employees for the three months ended June 30, 2024.
As a percentage of net revenue, salaries and benefits expense was 65.9% for the three months ended June 30, 2025, compared to 63.8% for the three months ended June 30, 2024.
General and administrative expenses. Consolidated general and administrative expenses decreased $4.3 million, or 9.2%, to $42.2 million for the three months ended June 30, 2025, compared to $46.5 million for the three months ended June 30, 2024. The decrease in general and administrative expenses was due to an adjustment to decrease the earnout accrual related to our acquisition of Atreus Group GmbH ("Atreus"), decreased costs associated with the 2024 Global Partner Conference, professional fees, partially offset by increases in expenses related to information technology, bad debt, and business
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development travel. Fair value adjustments were made to decrease the Atreus earnout by $3.4 million and increase the businessfourzero earnout by $0.2 million during the three months ended June 30, 2025. Foreign exchange rate fluctuations negatively impacted results by $0.5 million, or 1.0%.
As a percentage of net revenue, general and administrative expenses were 13.3% for the three months ended June 30, 2025, compared to 16.7% for the three months ended June 30, 2024.
Cost of services. Consolidated cost of services increased $4.9 million, or 16.5%, to $34.6 million for the three months ended June 30, 2025, compared to $29.7 million for the three months ended June 30, 2024. The increase in cost of services was primarily due to an increase in the volume of On-Demand Talent and consulting projects. Foreign exchange rate fluctuations negatively impacted results by less than $0.9 million, or 3.0%.
As a percentage of net revenue, cost of services was 10.9% for the three months ended June 30, 2025, compared to 10.7% for the three months ended June 30, 2024.
Research and development. Due to the rapid pace of technological advances and digital disruption many of our clients are experiencing, we believe our ability to compete successfully depends increasingly upon our ability to provide clients with timely and relevant technology-enabled products and services. As such, we are focused on developing new technologies to enhance existing products and services, and to expand the range of our offerings through research and development (“R&D”), licensing of intellectual property and acquisition of third-party businesses and technology. We plan to utilize the results of our R&D efforts to develop and enhance new and existing services and products across our current offerings in Executive Search, Heidrick Consulting and On-Demand Talent. Consolidated R&D expense increased $0.4 million, or 7.7%, to $6.0 million for the three months ended June 30, 2025, compared to $5.6 million for the three months ended June 30, 2024. R&D expenses consist of expenses related to payroll, employee benefits, stock-based compensation, other employee expenses and third-party professional fees associated with new product development.
Impairment charges. During the three months ended June 30, 2024, as a result of the Company's mid-year forecasting process, it was determined that a reduction in the On-Demand Talent reporting unit forecast was required. Due to the reduction in the forecasted results for the reporting unit, in addition to the 6% passing margin in the most recent impairment analysis conducted as of October 31, 2023, the Company determined that it was more likely than not that the fair value of the reporting unit was less than its carrying value. As a result, the Company identified a triggering event and performed an interim goodwill impairment evaluation during the three months ended June 30, 2024. Based on the results of the impairment evaluation of each of its reporting units, the Company recorded an impairment charge of $14.8 million in On-Demand Talent reporting unit, as well as an impairment charge of $1.5 million in the Europe reporting unit. The impairment charges are recorded within Impairment charges in the Condensed Consolidated Statement of Comprehensive Income (Loss) for the three months ended June 30, 2024, and the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024. The impairment was non-cash in nature and did not affect our current liquidity, cash flows, borrowing capability or operations, nor did it impact the debt covenants under our credit agreement.
Restructuring charges. The Company incurred $6.9 million in restructuring charges during the three months ended June 30, 2024, related to a workforce reduction. The charges are recorded within Restructuring charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended June 30, 2024.
Adjusted EBITDA. Consolidated Adjusted EBITDA was $33.9 million for the three months ended June 30, 2025, an increase of $5.0 million, or 17.5%, compared to $28.8 million for the three months ended June 30, 2024. Adjusted EBITDA margin was 10.7% for the three months ended June 30, 2025, compared to 10.3% for the three months ended June 30, 2024.
Net non-operating income. Net non-operating income was $5.9 million for the three months ended June 30, 2025, compared to $3.6 million for the three months ended June 30, 2024.
Interest, net, was $2.6 million of income for the three months ended June 30, 2025 and 2024, primarily due to lower interest rates on a higher volume of marketable securities.
Other, net, was $3.3 million of income for the three months ended June 30, 2025, compared to $1.0 million of income for the three months ended June 30, 2024. The income for the three months ended June 30, 2025, is primarily due to unrealized gains on our deferred compensation plan, partially offset by foreign exchange losses. The income for the three months ended June 30, 2024, is primarily due to unrealized gains on the deferred compensation plan and foreign exchange gains. The majority of the Company's investments, including those held in the Company’s deferred compensation plan, are recorded at fair value.
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Income taxes. See Note 13, Income Taxes, to the Company's Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.
Executive Search
Americas
The Americas segment reported net revenue of $160.2 million for the three months ended June 30, 2025, an increase of 8.9% compared to $147.1 million for the three months ended June 30, 2024. The increase in net revenue was primarily due to a 3.7% increase in the number of executive search confirmations. All practice groups, with the exception of Consumer and Industrial, exhibited growth over the prior period. Foreign exchange rate fluctuations negatively impacted results by $0.6 million, or 0.4%. There were 216 Executive Search consultants in the Americas segment at both June 30, 2025 and 2024.
Salaries and benefits expense increased $17.4 million, or 19.7%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Fixed compensation increased $7.6 million due to increases in expenses related to our deferred compensation plan, and talent acquisition and retention costs. Variable compensation increased $9.8 million due to higher bonus accruals related to increased consultant productivity.
General and administrative expenses increased $0.9 million, or 7.1%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, due to increases in expenses related to information technology and bad debt, partially offset by a decrease related to costs associated with the 2024 Global Partner Conference.
Restructuring charges for the three months ended June 30, 2024, were $1.3 million related to a workforce reduction. The charges are recorded within Restructuring charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended June 30, 2024.
The Americas segment reported Adjusted EBITDA of $46.7 million for the three months ended June 30, 2025, a decrease of $1.5 million, or 3.0%, compared to $48.1 million for the three months ended June 30, 2024. Adjusted EBITDA margin was 29.1% for the three months ended June 30, 2025, compared to 32.7% for the three months ended June 30, 2024.
Europe
The Europe segment reported net revenue of $52.5 million for the three months ended June 30, 2025, an increase of 30.9% compared to $40.1 million for the three months ended June 30, 2024. The increase in net revenue was primarily due to a 20.8% increase in the number of executive search confirmations. All practice groups, with the exception of Social Impact, exhibited growth over the prior year period. Foreign exchange rate fluctuations positively impacted results by $2.7 million, or 6.8%. There were 126 Executive Search consultants in the Europe segment at June 30, 2025, compared to 121 at June 30, 2024.
Salaries and benefits expense increased $9.6 million, or 32.9%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Fixed compensation increased $3.4 million due to increases in base salaries and payroll taxes. Variable compensation increased $6.1 million due to higher bonus accruals related to increased consultant productivity.
General and administrative expense increased $0.7 million, or 8.0%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, due to increases in office occupancy costs, bad debt, and business development travel.
Impairment charges for the three months ended June 30, 2024, were $1.5 million as a result of an interim goodwill impairment evaluation. The impairment charge is recorded within Impairment charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended June 30, 2024, and the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024.
Restructuring charges for the three months ended June 30, 2024, were $0.9 million related to a workforce reduction. The charges are recorded within Restructuring charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended June 30, 2024.
The Europe segment reported Adjusted EBITDA of $5.4 million for the three months ended June 30, 2025, an increase of $2.5 million, or 89.7%, compared to $2.8 million for the three months ended June 30, 2024. Adjusted EBITDA margin was 10.3% for the three months ended June 30, 2025, compared to 7.1% for the three months ended June 30, 2024.
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Asia Pacific
The Asia Pacific segment reported net revenue of $25.6 million for the three months ended June 30, 2025, an increase of 12.0% compared to $22.8 million for the three months ended June 30, 2024. The increase in net revenue was primarily due to a 10.6% increase in the number of executive search confirmations. All practice groups, with the exception of Industrial, exhibited growth over the prior period. Foreign exchange rate fluctuations positively impacted results by less than $0.1 million, or 0.2%. There were 78 Executive Search consultants in the Asia Pacific segment at June 30, 2025 and 2024.
Salaries and benefits expense increased $2.5 million, or 15.2%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Fixed compensation increased $1.2 million due to increases in base salaries and payroll taxes. Variable compensation increased $1.3 million due to higher bonus accruals related to increased consultant productivity.
General and administrative expenses decreased $0.4 million, or 9.8%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, due to decreases in bad debt, partially offset by increases in other operating expense and business development travel.
Restructuring charges for the three months ended June 30, 2024, were $0.2 million related to a workforce reduction. The charges are recorded within Restructuring charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended June 30, 2024.
The Asia Pacific segment reported Adjusted EBITDA of $2.5 million for the three months ended June 30, 2025, an increase of $0.8 million, or 44.1%, compared to $1.7 million for the three months ended June 30, 2024. Adjusted EBITDA margin was 9.8% for the three months ended June 30, 2025, compared to 7.6% for the three months ended June 30, 2024.
On-Demand Talent
The On-Demand Talent segment reported net revenue of $47.9 million for the three months ended June 30, 2025, an increase of 14.3% compared to $41.9 million for the three months ended June 30, 2024. The increase in On-Demand Talent revenue was primarily due to an increase in the volume of On-Demand projects. Foreign exchange rate fluctuations positively impacted results by $1.2 million, or 2.9%.
Salaries and benefits expense decreased $2.7 million, or 20.2%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Fixed compensation decreased $0.6 million due to decreases in separation costs, and base salaries and payroll taxes, partially offset by an increase in retirement and benefit costs. Variable compensation decreased $2.1 million due to a fair value adjustment to reduce the Atreus contingent compensation accrual.
General and administrative expense decreased $4.7 million, or 59.8%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, due to a $3.4 million fair value adjustment to decrease the earnout accrual for Atreus and hiring fees, partially offset by an increase in bad debt.
During the three months ended June 30, 2024, as a result of the Company's mid-year forecasting process, it was determined that a reduction in the On-Demand Talent reporting unit forecast was required. Due to the reduction in the forecasted results for the reporting unit, in addition to the 6% passing margin in the most recent impairment analysis conducted as of October 31, 2023, the Company determined that it was more likely than not that the fair value of the reporting unit was less than its carrying value. As a result, the Company identified a triggering event and performed an interim goodwill impairment evaluation during the three months ended June 30, 2024. Based on the results of the impairment evaluation of each of its reporting units, the Company recorded an impairment charge of $14.8 million in On-Demand Talent reporting unit. The impairment charge is recorded within Impairment charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended June 30, 2024, and the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024.
Restructuring charges for the three months ended June 30, 2024, were $0.3 million related to a workforce reduction. The charges are recorded within Restructuring charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended June 30, 2024.
Cost of services increased $3.5 million, or 12.8%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to an increase in the volume of On-Demand Talent projects.
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The On-Demand Talent segment reported Adjusted EBITDA of $1.0 million for the three months ended June 30, 2025, an increase of $2.7 million compared to an Adjusted EBITDA loss of $1.6 million for the three months ended June 30, 2024. Adjusted EBITDA margin was 2.1% for the three months ended June 30, 2025, compared to (3.9)% for the three months ended June 30, 2024.
Heidrick Consulting
The Heidrick Consulting segment reported net revenue of $31.2 million for the three months ended June 30, 2025, an increase of 16.6% compared to $26.8 million for the three months ended June 30, 2024. The increase in net revenue was primarily due to increases in leadership assessment consulting engagements compared to the prior year period. Foreign exchange rate fluctuations positively impacted results by $0.7 million, or 2.8%. There were 90 Heidrick Consulting consultants at June 30, 2025 compared to 85 at June 30, 2024.
Salaries and benefits expense increased $2.6 million, or 12.2%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Fixed compensation increased $1.4 million due to increases in talent acquisition and retention costs, base salaries and payroll taxes, and stock compensation. Variable compensation increased $1.2 million due to higher bonus accruals related to increased productivity.
General and administrative expenses decreased $1.2 million, or 18.7%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, due to decreases in business development travel and professional fees, partially offset by a $0.2 million fair value adjustment to increase the earnout accrual for businessfourzero, and bad debt.
Restructuring charges for the three months ended June 30, 2024, were $3.4 million related to a workforce reduction. The charges are recorded within Restructuring charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended June 30, 2024.
Cost of services increased $1.4 million, or 60.5%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, due to an increase in the volume of consulting projects.
The Heidrick Consulting segment reported Adjusted EBITDA of $0.6 million for the three months ended June 30, 2025, an improvement of $2.0 million, or 139.8%, compared to an Adjusted EBITDA loss of $1.4 million for the three months ended June 30, 2024. Adjusted EBITDA margin was 1.8% for the three months ended June 30, 2025, compared to (5.2)% for the three months ended June 30, 2024.
Global Operations Support
Salaries and benefits expense increased $1.9 million, or 20.2%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, due to increases in variable compensation, separation costs, and retirement and benefit costs.
General and administrative expenses increased $0.5 million, or 7.1%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, due to increases in expenses related to information technology, hiring fees, and marketing costs, partially offset by a decrease in professional fees.
Restructuring charges for the three months ended June 30, 2024, were $1.0 million related to a workforce reduction. The charges are recorded within Restructuring charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended June 30, 2024.
Global Operations Support reported an Adjusted EBITDA loss of $17.6 million for the three months ended June 30, 2025, a decrease of $1.6 million, or 9.7%, compared to an Adjusted EBITDA loss of $16.1 million for the three months ended June 30, 2024. Adjusted EBITDA margin was (5.6)% for the three months ended June 30, 2025, compared to (5.8)% for the three months ended June 30, 2024.
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Six Months Ended June 30, 2025, Compared to the Six Months Ended June 30, 2024
Total revenue. Consolidated total revenue increased $57.4 million, or 10.4%, to $609.4 million for the six months ended June 30, 2025, compared to $552.0 million for the six months ended June 30, 2024. The increase in total revenue was primarily due to the increase in revenue before reimbursements (net revenue) described below.
Revenue before reimbursements (net revenue). Consolidated net revenue increased $57.0 million, or 10.5%, to $600.8 million for the six months ended June 30, 2025, compared to $543.8 million for the six months ended June 30, 2024. Foreign exchange rate fluctuations positively impacted results by $0.9 million, or 0.2%. Executive Search net revenue was $451.6 million for the six months ended June 30, 2025, an increase of $40.1 million, or 9.7%, compared to the six months ended June 30, 2024. The increase in Executive Search net revenue was primarily due to a 5.2% increase in the number of executive search confirmations. On-Demand Talent net revenue was $90.4 million for the six months ended June 30, 2025, an increase of $10.7 million, or 13.4%, compared to the six months ended June 30, 2024. The increase in On-Demand Talent revenue was primarily due to an increase in the volume of On-Demand projects. Heidrick Consulting net revenue was $58.8 million for the six months ended June 30, 2025, an increase of $6.2 million, or 11.8%, compared to the six months ended June 30, 2024. The increase in Heidrick Consulting revenue was primarily due to an increase in leadership assessment and development consulting engagements compared to the prior year period.
The number of Executive Search and Heidrick Consulting consultants was 420 and 90, respectively, as of June 30, 2025, compared to 415 and 85, respectively, as of June 30, 2024. Executive Search productivity, as measured by annualized net Executive Search revenue per consultant, was $2.1 million and $2.0 million for the six months ended June 30, 2025, and 2024, respectively. The average revenue per executive search was $149,000 and $143,000 for the six months ended June 30, 2025, and 2024, respectively.
Salaries and benefits. Consolidated salaries and benefits expense increased $46.4 million, or 13.2%, to $398.7 million for the six months ended June 30, 2025, compared to $352.3 million for the six months ended June 30, 2024. Fixed compensation increased $18.3 million due to increases in base salaries and payroll taxes, retirement and benefit costs, separation costs, and talent acquisition and retention costs. Variable compensation increased $28.1 million due to higher bonus accruals related to increased consultant productivity. Foreign exchange rate fluctuations negatively impacted results by $0.5 million, or 0.1%.
For the six months ended June 30, 2025, we had an average of 2,217 employees compared to an average of 2,207 employees for the six months ended June 30, 2024.
As a percentage of net revenue, salaries and benefits expense was 66.4% for the six months ended June 30, 2025, compared to 64.8% for the six months ended June 30, 2024.
General and administrative expenses. Consolidated general and administrative expenses decreased $4.2 million, or 4.8%, to $83.6 million for the six months ended June 30, 2025, compared to $87.8 million for the six months ended June 30, 2024. The decrease in general and administrative expenses was due to a fair value adjustment to decrease the earnout accrual related to our acquisition of Atreus, decreased costs associated with the 2024 Global Partner Conference, and business development travel, partially offset by increased expenses related to information technology and bad debt. Fair value adjustments were made to decrease the Atreus earnout by $2.5 million and increase the businessfourzero earnout by $0.2 million during the six months ended June 30, 2025. Foreign exchange rate fluctuations negatively impacted results by $0.1 million, or 0.1%.
As a percentage of net revenue, general and administrative expenses were 13.9% for the six months ended June 30, 2025, compared to 16.1% for the six months ended June 30, 2024.
Cost of services. Consolidated cost of services increased $7.5 million, or 13.2%, to $64.7 million for the six months ended June 30, 2025, compared to $57.1 million for the six months ended June 30, 2024. The increase in cost of services was primarily due to an increase in the volume of On-Demand Talent and consulting projects. Foreign exchange rate fluctuations negatively impacted results by $0.4 million, or 0.8%.
As a percentage of net revenue, cost of services was 10.8% for the six months ended June 30, 2025, compared to 10.5% for the six months ended June 30, 2024.
Research and development. Due to the rapid pace of technological advances and digital disruption many of our clients are experiencing, we believe our ability to compete successfully depends increasingly upon our ability to provide clients with timely and relevant technology-enabled products and services. As such, we are focused on developing new technologies to
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enhance existing products and services, and to expand the range of our offerings through research and development (“R&D”), licensing of intellectual property and acquisition of third-party businesses and technology. We plan to utilize the results of our R&D efforts to develop and enhance new and existing services and products across our current offerings in Executive Search, Heidrick Consulting and On-Demand Talent. Consolidated R&D expense increased $1.1 million, or 9.8%, to $12.4 million for the six months ended June 30, 2025, compared to $11.3 million for the six months ended June 30, 2024. R&D expenses consist of expenses related to payroll, employee benefits, stock-based compensation, other employee expenses and third-party professional fees associated with new product development.
Impairment charges. During the three months ended June 30, 2024, as a result of the Company's mid-year forecasting process, it was determined that a reduction in the On-Demand Talent reporting unit forecast was required. Due to the reduction in the forecasted results for the reporting unit, in addition to the 6% passing margin in the most recent impairment analysis conducted as of October 31, 2023, the Company determined that it was more likely than not that the fair value of the reporting unit was less than its carrying value. As a result, the Company identified a triggering event and performed an interim goodwill impairment evaluation during the three months ended June 30, 2024. Based on the results of the of the impairment evaluation of each of its reporting units, the Company recorded an impairment charge of $14.8 million in On-Demand Talent reporting unit, as well as an impairment charge of $1.5 million in the Europe reporting unit. The impairment charges are recorded within Impairment charges in the Condensed Consolidated Statement of Comprehensive Income (Loss) for the six months ended June 30, 2025 and the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025. The impairment was non-cash in nature and did not affect our current liquidity, cash flows, borrowing capability or operations, nor did it impact the debt covenants under our credit agreement.
Restructuring charges. The Company incurred approximately $6.9 million in restructuring charges during the six months ended June 30, 2024, related to a workforce reduction. The charges are recorded within Restructuring charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2024.
Adjusted EBITDA. Consolidated Adjusted EBITDA was $63.0 million for the six months ended June 30, 2025, an increase of $8.3 million, or 15.2%, compared to $54.7 million for the six months ended June 30, 2024. Adjusted EBITDA margin was 10.5% for the six months ended June 30, 2025, compared to 10.1% for the six months ended June 30, 2024.
Net non-operating income. Net non-operating income was $7.3 million for the six months ended June 30, 2025, compared to $10.3 million for the six months ended June 30, 2024.
Interest, net, was $6.6 million of income for the six months ended June 30, 2025, compared to $6.7 million of income for the six months ended June 30, 2024, primarily due to lower interest rates on a higher volume of short-term investments.
Other, net, was $0.7 million of income for the six months ended June 30, 2025, compared to $3.6 million of income for the six months ended June 30, 2024. The income for the six months ended June 30, 2025, was primarily due to unrealized gains on the deferred compensation plan, partially offset by foreign exchange losses. The income for the six months ended June 30, 2024, was primarily due to unrealized gains on the deferred compensation plan and foreign exchange gains. The majority of the Company's investments, including those held in the Company’s deferred compensation plan, are recorded at fair value.
Income taxes. See Note 13, Income Taxes.
Executive Search
Americas
The Americas segment reported net revenue of $304.6 million for the six months ended June 30, 2025, an increase of 7.3% compared to $283.8 million for the six months ended June 30, 2024. The increase in net revenue was primarily due to an increase in the average revenue per engagement and a 3.6% increase in the number of executive search confirmations. All practice groups, with the exception of Consumer, exhibited growth over the prior period. Foreign exchange rate fluctuations negatively impacted results by $1.5 million, or less than 0.5%. There were 216 Executive Search consultants in the Americas segment at both June 30, 2025 and 2024.
Salaries and benefits expense increased $21.4 million, or 12.3%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. Fixed compensation increased $6.6 million due to increases base salaries and payroll taxes, expenses related to our deferred compensation plan, and retirement and benefits costs. Variable compensation increased $14.8 million due to higher bonus accruals related to increased consultant productivity.
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General and administrative expenses increased $0.5 million, or 2.0%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, due to increased expenses related to information technology, partially offset by a decrease from costs associated with the 2024 Global Partner Conference.
Restructuring charges for the six months ended June 30, 2024, were $1.3 million related to a workforce reduction. The charges are recorded within Restructuring charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2024.
The Americas segment reported Adjusted EBITDA of $90.9 million for the six months ended June 30, 2025, an increase of $0.9 million, or 1.0%, compared to $90.0 million for the six months ended June 30, 2024. Adjusted EBITDA margin was 29.8% for the six months ended June 30, 2025, compared to 31.7% for the six months ended June 30, 2024.
Europe
The Europe segment reported net revenue of $97.8 million for the six months ended June 30, 2025, an increase of 20.0% compared to $81.6 million for the six months ended June 30, 2024. The increase in net revenue was primarily due to an increase in the average revenue per engagement and a 13.5% increase in the number of executive search confirmations. All practice groups, with the exception of Social Impact, exhibited growth over the prior period. Foreign exchange rate fluctuations positively impacted results by $1.9 million, or 2.3%. There were 126 Executive Search consultants in the Europe segment at June 30, 2025, compared to 121 at June 30, 2024.
Salaries and benefits expense increased $11.8 million, or 19.9%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. Fixed compensation increased $3.9 million due to increases in base salaries and payroll taxes. Variable compensation increased $7.9 million due to higher bonus accruals related to increased consultant productivity.
General and administrative expense increased $0.8 million, or 4.7%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, due to increases in professional fees, partially offset by a decrease in business development travel.
Impairment charges for the six months ended June 30, 2024, were $1.5 million as a result of an interim goodwill impairment evaluation. The impairment charge is recorded within Impairment charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2024, and the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024.
Restructuring charges for the six months ended June 30, 2024, were $0.9 million related to a workforce reduction. The charges are recorded within Restructuring charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2024.
The Europe segment reported Adjusted EBITDA of $10.4 million for the six months ended June 30, 2025, an increase of $4.2 million, or 68.4%, compared to $6.2 million for the six months ended June 30, 2024. Adjusted EBITDA margin was 10.7% for the six months ended June 30, 2025, compared to 7.6% for the six months ended June 30, 2024.
Asia Pacific
The Asia Pacific segment reported net revenue of $49.1 million for the six months ended June 30, 2025, an increase of 6.5% compared to $46.1 million for the six months ended June 30, 2024. The increase in net revenue was primarily due to an increase in the average revenue per engagement. The Life Sciences, Financial Services, and Global Technology Services practice groups within the segment exhibited growth over the prior year. Foreign exchange rate fluctuations negatively impacted results by $0.5 million, or 1.1%. There were 78 Executive Search consultants in the Asia Pacific segment at both June 30, 2025 and 2024.
Salaries and benefits expense increased $3.6 million, or 11.0%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. Fixed compensation increased $2.5 million due to increases in retirement and benefits costs, and base salaries and payroll taxes. Variable compensation increased $1.1 million due to higher bonus accruals related to increased consultant productivity.
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General and administrative expenses decreased $0.6 million, or 6.8%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, due to decreases in taxes and licenses, bad debt, and business development travel.
Restructuring charges for the three months ended June 30, 2024, were $0.2 million related to a workforce reduction. The charges are recorded within Restructuring charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2024.
The Asia Pacific segment reported Adjusted EBITDA of $5.5 million for the six months ended June 30, 2025, an increase of $0.6 million, or 12.3%, compared to $4.9 million for the six months ended June 30, 2024. Adjusted EBITDA margin was 11.3% for the six months ended June 30, 2025, compared to 10.7% for the six months ended June 30, 2024.
On-Demand Talent
The On-Demand Talent segment reported net revenue of $90.4 million for the six months ended June 30, 2025, an increase of 13.4% compared to $79.8 million for the six months ended June 30, 2024. The increase in On-Demand Talent revenue was primarily due to an increase in the volume and size of On-Demand projects. Foreign exchange rate fluctuations positively impacted results by $0.5 million, or 0.7%.
Salaries and benefits expense decreased $1.1 million, or 4.0%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. Fixed compensation increased $0.4 million due to increases in separation costs, and retirement and benefit costs, partially offset by a decrease in base salaries and payroll taxes. Variable compensation decreased $1.4 million primarily due to a reduction in the Atreus contingent compensation accrual.
General and administrative expense decreased $3.6 million, or 26.8%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, due to a $2.5 million fair value adjustment to decrease the earnout accrual for Atreus, hiring fees, and intangible amortization, partially offset by increases in bad debt and professional fees.
Cost of services increased $6.3 million, or 12.1%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to an increase in the volume of On-Demand Talent projects.
During the three months ended June 30, 2024, as a result of the Company's mid-year forecasting process, it was determined that a reduction in the On-Demand Talent reporting unit forecast was required. Due to the reduction in the forecasted results for the reporting unit, in addition to the 6% passing margin in the most recent impairment analysis conducted as of October 31, 2023, the Company determined that it was more likely than not that the fair value of the reporting unit was less than its carrying value. As a result, the Company identified a triggering event and performed an interim goodwill impairment evaluation during the three months ended June 30, 2024. Based on the results of the impairment evaluation of each of its reporting units, the Company recorded an impairment charge of $14.8 million in On-Demand Talent reporting unit. The impairment charge is recorded within Impairment charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2024, and the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024.
Restructuring charges for the six months ended June 30, 2024, were $0.3 million related to a workforce reduction. The charges are recorded within Restructuring charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2024.
The On-Demand Talent segment reported Adjusted EBITDA of $1.4 million for the six months ended June 30, 2025, an increase of $4.0 million compared to an Adjusted EBITDA loss of $2.6 million for the six months ended June 30, 2024. Adjusted EBITDA margin was 1.6% for the six months ended June 30, 2025, compared to (3.2)% for the six months ended June 30, 2024.
Heidrick Consulting
The Heidrick Consulting segment reported net revenue of $58.8 million for the six months ended June 30, 2025, an increase of 11.8% compared to $52.6 million for the six months ended June 30, 2024. The increase in net revenue was primarily due to increases in leadership assessment and development consulting engagements compared to the prior year period. Foreign exchange rate fluctuations positively impacted results by $0.5 million, or 0.9%. There were 90 Heidrick Consulting consultants at June 30, 2025, compared to 85 at June 30, 2024.
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Salaries and benefits expense increased $5.4 million, or 12.9%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. Fixed compensation increased $1.5 million due to increases in talent acquisition and retention costs, partially offset by a decrease in base salaries and payroll taxes. Variable compensation increased $3.9 million due to higher bonus accruals related to increased consultant productivity.
General and administrative expenses decreased $2.0 million, or 16.2%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, due to a decrease in business development travel, partially offset by a $0.2 million fair value adjustment to increase the earnout accrual for businessfourzero.
Cost of services increased $1.3 million, or 22.6%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, due to an increase in the volume of consulting projects.
Restructuring charges for the six months ended June 30, 2024, were $3.4 million related to a workforce reduction. The charges are recorded within Restructuring charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2024.
The Heidrick Consulting segment reported an Adjusted EBITDA loss of $1.5 million for the six months ended June 30, 2025, an improvement of $1.9 million, or 55.0%, compared to an Adjusted EBITDA loss of $3.4 million for the six months ended June 30, 2024. Adjusted EBITDA margin was (2.6)% for the six months ended June 30, 2025, compared to (6.5)% for the six months ended June 30, 2024.
Global Operations Support
Salaries and benefits expense increased $5.2 million, or 28.0%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, due to separation costs, variable compensation, base salaries and payroll taxes, and retirement and benefit costs.
General and administrative expenses increased $0.8 million, or 6.0%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, due to increases in expenses related to information technology, marketing costs, and hiring fees, partially offset by a decrease in professional fees.
Restructuring charges for the six months ended June 30, 2024, were $1.0 million related to a workforce reduction. The charges are recorded within Restructuring charges in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2024.
Global Operations Support reported an Adjusted EBITDA loss of $34.5 million for the six months ended June 30, 2025, a decrease of $3.7 million, or 12.2%, compared to an Adjusted EBITDA loss of $30.8 million for the six months ended June 30, 2024. Adjusted EBITDA margin was (5.7)% for the six months ended June 30, 2025 and 2024.
Liquidity and Capital Resources
General. We continually evaluate our liquidity requirements, capital needs and availability of capital resources based on our operating needs. We believe that our available cash balances, funds expected to be generated from operations and funds available under our committed revolving credit facility will be sufficient to finance our operations for at least the next 12 months and the foreseeable future, as well as to finance the cash payments associated with our cash dividends and stock repurchase program.
We pay annual bonuses in the first half of the year following the year in which they are earned. Employee bonuses are accrued throughout the year and are based on our performance and the performance of the individual employee.
Lines of credit. On March 17, 2025, the Company entered into the Third Amendment to the Credit Agreement, dated as of October 26, 2018 by and among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto. The Third Amendment provides that Lenders will make available to the Borrowers a committed revolving credit facility in an aggregate amount of $100 million, which includes a sublimit of $25 million for letters of credit and a sublimit of $10 million for swingline loans, with a $75 million expansion feature. The Amended Credit Agreement matures on March 17, 2030, extended from July 13, 2026.
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Borrowings under the Credit Agreement may be used for working capital, capital expenditures, permitted acquisitions, restricted payments and for other general corporate purposes of the Company and its subsidiaries. The obligations under the Credit Agreement are guaranteed by certain of the Company’s subsidiaries and from time to time may be secured by equity interests in certain of the Company’s subsidiaries.
As of June 30, 2025, and December 31, 2024, the Company had no outstanding borrowings. As of such dates, the Company was in compliance with the financial and other covenants under the Amended Credit Agreement and no event of default existed.
Cash, cash equivalents and marketable securities. Cash, cash equivalents and marketable securities at June 30, 2025, December 31, 2024, and June 30, 2024, were $399.5 million, $563.5 million and $296.9 million, respectively. The $399.5 million of cash, cash equivalents and marketable securities at June 30, 2025, includes $176.0 million held by our foreign subsidiaries. A portion of the $176.0 million is considered permanently reinvested in these foreign subsidiaries. If these funds were required to satisfy obligations in the U.S., the repatriation of these funds could cause us to incur additional U.S. income taxes or foreign withholding taxes.
Cash flows used in operating activities. Cash used in operating activities was $163.6 million for the six months ended June 30, 2025, primarily reflecting a decrease in accrued expenses of $127.1 million and an increase accounts receivable of $68.8 million, partially offset by net income net of non-cash charges of $47.8 million. The decrease in accrued expenses is primarily due to cash bonus payments related to 2024 of $317.8 million, partially offset by 2025 bonus accruals.
Cash used in operating activities was $140.9 million for the six months ended June 30, 2024, primarily reflecting a decrease in accrued expenses of $124.7 million and an increase in accounts receivable of $55.8 million, partially offset by net income net of non-cash charges of $37.8 million. The decrease in accrued expenses is primarily due to cash bonus payments related to 2023 of $289.8 million, partially offset by 2024 bonus accruals.
Cash flows used in investing activities. Cash used in investing activities was $150.4 million for the six months ended June 30, 2025, primarily due to purchases of marketable securities and investments of $296.2 million and capital expenditures of $6.6 million, partially offset by proceeds from the sale of marketable securities of $152.4 million.
Cash used in investing activities was $65.2 million for the six months ended June 30, 2024, primarily due to purchases of marketable securities and investments of $115.3 million, and capital expenditures of $16.5 million, partially offset by proceeds from the sale of marketable securities and investments of $66.6 million.
Cash flows used in financing activities. Cash used in financing activities was $10.6 million for the six months ended June 30, 2025, consisting of dividend payments of $6.4 million, employee tax withholding payments on equity transactions of $3.8 million, and debt issuance costs of $0.4 million.
Cash used in financing activities was $10.1 million for the six months ended June 30, 2024, consisting of dividend payments of $6.4 million and employee tax withholding payments on equity transactions of $3.7 million.
Contractual obligations. Our lease portfolio is comprised of operating leases for office space and equipment. As of June 30, 2025, we had aggregate future lease payment obligations of $130.7 million, with $18.2 million payable within 12 months. Associated with our lease portfolio, we have asset retirement obligations for the retirement of tangible long-lived assets related to our obligation at the end of the lease term to return office space to the landlord in its original condition. As of June 30, 2025, we had asset retirement obligations of $3.7 million, with less than $0.1 million payable within 12 months.
In addition to lease-related contractual obligations, we also have liabilities related to certain employee benefit plans. These liabilities are recorded in our Consolidated Balance Sheet at June 30, 2025. The obligations related to these employee benefit plans are described in Note 12, Employee Benefit Plans, and Note 13, Pension Plan and Life Insurance Contract, in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 3, 2025. As of June 30, 2025, we did not have a liability for uncertain tax positions.
Application of Critical Accounting Policies and Estimates
Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our Condensed Consolidated Financial Statements, which have been prepared using accounting principles generally accepted in the United States of America. Our significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31,
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2024 as filed with the SEC on March 3, 2025, and in Note 2, Summary of Significant Accounting Policies, in the Notes to Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. If actual amounts are ultimately different from previous estimates, the revisions are included in our results of operations for the period in which the actual amounts become known.
An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or if changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes its critical accounting policies that reflect its more significant estimates and assumptions relate to revenue recognition, income taxes, interim effective tax rate, assessment of goodwill for impairment, and contingent consideration. See Application of Critical Accounting Policies and Estimates in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 3, 2025.
Recently Issued and Adopted Financial Accounting Standards
The information presented in Note 2, Summary of Significant Accounting Policies, to our Condensed Consolidated Financial Statements within this Quarterly Report on Form 10-Q is incorporated herein by reference.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Currency market risk. With our operations in the Americas, Europe, and Asia Pacific, we conduct business using various currencies. Revenue earned in each country is generally matched with the associated expenses incurred, thereby reducing currency risk to earnings. However, because certain assets and liabilities are denominated in currencies other than the U.S. dollar, changes in currency rates may cause fluctuations in the valuation of such assets and liabilities. As the local currency of our subsidiaries has generally been designated as the functional currency, we are affected by the translation of foreign currency financial statements into U.S. dollars. A 10% change in the average exchange rate for currencies of all foreign countries in which we operate would have increased or decreased our net income by approximately $0.7 million for the six months ended June 30, 2025. For financial information by segment, see Note 15, Segment Information, in the Notes to Condensed Consolidated Financial Statements within this Quarterly Report on Form 10-Q.
ITEM 4. CONTROLS AND PROCEDURES
(a)Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rules 13a-15(e) and 15d-15(e), that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Management of the Company, with the participation of the principal executive officer and the principal financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2025. Based on the evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025.
(b) Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f) that occurred during the three months ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The information presented in Note 17, Commitments and Contingencies, to our Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.
Item 1A. Risk Factors
The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, under the heading “Risk Factors,” any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price. There have been no material changes to the Company’s risk factors from those set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 3, 2025.
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Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
None.
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Item 6. Exhibits
| Incorporated by Reference | ||||||||||||||||||||||||||
| Exhibit No. | Exhibit Description | Form | Exhibit | Filing Date/Period End Date | ||||||||||||||||||||||
| *31.1 | Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||||||||||||||||||||
| *31.2 | Certification of the Company’s Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||||||||||||||||||||
| ***†32.1 | Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||||||||||||||||||
| ***†32.2 | Certification of the Company’s Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||||||||||||||||||
| *101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL document | |||||||||||||||||||||||||
| *101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||||||||||||||||||
| *101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | |||||||||||||||||||||||||
| *101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||||||||||
| *101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||||||||||||||
| *101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||||||||||
| *104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||
| * | Filed herewith. | ||||
| ** | Denotes a management contract or compensatory plan or arrangement. | ||||
| † | Certain portions of this exhibit have been redacted. | ||||
| ***† | Furnished herewith. | ||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 4, 2025
| Heidrick & Struggles International, Inc. | |||||
| (Registrant) | |||||
| /s/ Nirupam Sinha | |||||
| Nirupam Sinha | |||||
| Chief Financial Officer (Duly authorized on behalf of the registrant and in his capacity as Principal Financial and Accounting Officer) | |||||
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FAQ
How many ZWS shares are being registered for sale in this Form 144?
143 common shares are scheduled for potential sale.
When can the ZWS shares be sold under this filing?
The approximate sale date disclosed is August 4, 2025.
What is the market value of the shares covered by the Form 144?
The aggregate market value is listed as $6,423.71.
How many ZWS shares are outstanding?
The filing states 167,552,517 shares outstanding.
Have there been recent insider sales at ZWS?
Yes. Jahnke entities sold 30,000 shares on 30-31 Jul 2025 for $1.30 million in gross proceeds.
Heidrick & Struggles Intl Inc
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