Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'CORPORATE EXECUTIVE BOARD CO | ' |
Entity Central Index Key | '0001066104 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 33,609,569 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $77,847 | $72,699 |
Accounts receivable, net | 183,870 | 239,599 |
Deferred income taxes, net | 15,198 | 15,669 |
Deferred incentive compensation | 21,143 | 19,984 |
Prepaid expenses and other current assets | 41,019 | 19,068 |
Total current assets | 339,077 | 367,019 |
Deferred income taxes, net | 3,424 | 283 |
Property and equipment, net | 108,505 | 96,962 |
Goodwill | 446,696 | 471,299 |
Intangible assets, net | 313,548 | 335,191 |
Other non-current assets | 58,961 | 51,495 |
Total assets | 1,270,211 | 1,322,249 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities | 75,945 | 84,363 |
Accrued incentive compensation | 43,690 | 53,927 |
Deferred revenue | 350,255 | 365,747 |
Deferred income taxes, net | 1,245 | 3,537 |
Debt - current portion | 10,277 | 12,479 |
Total current liabilities | 481,412 | 520,053 |
Deferred income taxes, net | 51,010 | 59,773 |
Other liabilities | 111,931 | 98,641 |
Debt - long term | 508,121 | 528,280 |
Total liabilities | 1,152,474 | 1,206,747 |
Stockholders' equity: | ' | ' |
Common stock, par value $0.01; 100,000,000 shares authorized, 44,647,659 and 44,220,685 shares issued, and 33,599,626 and 33,337,337 shares outstanding at September 30, 2013 and December 31, 2012, respectively | 446 | 442 |
Additional paid-in capital | 440,307 | 427,491 |
Retained earnings | 342,677 | 345,907 |
Accumulated elements of other comprehensive income | 29,618 | 27,665 |
Treasury stock, at cost, 11,048,033 and 10,883,348 shares at September 30, 2013 and December 31, 2012, respectively | -695,311 | -686,003 |
Total stockholders' equity | 117,737 | 115,502 |
Total liabilities and stockholders' equity | $1,270,211 | $1,322,249 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement Of Financial Position [Abstract] | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 44,647,659 | 44,220,685 |
Common stock, shares outstanding | 33,599,626 | 33,337,337 |
Treasury stock, at cost, shares | 11,048,033 | 10,883,348 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $201,735 | $164,749 | $596,617 | $428,934 |
Costs and expenses: | ' | ' | ' | ' |
Cost of services | 72,387 | 60,182 | 219,175 | 151,161 |
Member relations and marketing | 60,481 | 46,966 | 174,377 | 123,707 |
General and administrative | 21,213 | 19,102 | 71,683 | 51,226 |
Acquisition related costs | 4,022 | 18,557 | 7,044 | 21,286 |
Impairment loss | 22,600 | ' | 22,600 | ' |
Depreciation and amortization | 15,287 | 11,296 | 44,776 | 22,261 |
Total costs and expenses | 195,990 | 156,103 | 539,655 | 369,641 |
Operating profit | 5,745 | 8,646 | 56,962 | 59,293 |
Other (expense) income, net | ' | ' | ' | ' |
Interest income and other | -2,093 | 1,619 | -797 | 2,549 |
Interest expense | -4,956 | -4,962 | -17,596 | -5,227 |
Debt extinguishment costs | -6,691 | ' | -6,691 | ' |
Other (expense) income, net | -13,740 | -3,343 | -25,084 | -2,678 |
(Loss) income before provision for income taxes | -7,995 | 5,303 | 31,878 | 56,615 |
Provision for income taxes | -2,612 | 5,759 | 12,485 | 26,746 |
Net (loss) income | ($5,383) | ($456) | $19,393 | $29,869 |
Basic (loss) earnings per share | ($0.16) | ($0.01) | $0.58 | $0.89 |
Diluted (loss) earnings per share | ($0.16) | ($0.01) | $0.57 | $0.88 |
Weighted average shares outstanding: | ' | ' | ' | ' |
Basic | 33,597 | 33,546 | 33,519 | 33,460 |
Diluted | 33,933 | 33,863 | 33,899 | 33,809 |
Dividends declared and paid per share | $0.23 | $0.18 | $0.68 | $0.53 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net (loss) income | ($5,383) | ($456) | $19,393 | $29,869 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation adjustment | 39,914 | 19,289 | 1,801 | 19,167 |
Change in unrealized gains on available-for-sale marketable securities, net of tax | ' | -27 | ' | -121 |
Comprehensive income | 34,900 | 18,901 | 21,346 | 49,152 |
Foreign Currency Hedge [Member] | ' | ' | ' | ' |
Other comprehensive income (loss): | ' | ' | ' | ' |
Unrealized gain (loss) on derivatives arising during period, net of tax | 455 | 95 | 238 | 237 |
Interest Rate Swap [Member] | ' | ' | ' | ' |
Other comprehensive income (loss): | ' | ' | ' | ' |
Unrealized gain (loss) on derivatives arising during period, net of tax | ($86) | ' | ($86) | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net income | $19,393 | $29,869 |
Adjustments to reconcile net income to net cash flows provided by operating activities: | ' | ' |
Impairment loss | 22,600 | ' |
Debt extinguishment costs | 6,691 | ' |
Exit costs | 1,007 | ' |
Depreciation and amortization | 44,776 | 22,261 |
Amortization of credit facility issuance costs | 2,308 | 518 |
Deferred income taxes | -8,530 | 1,578 |
Share-based compensation | 9,123 | 6,717 |
Excess tax benefits from share-based compensation arrangements | -4,036 | -1,938 |
Net foreign currency remeasurement and translation loss (gain) | 1,064 | -370 |
Amortization of marketable securities premiums, net | ' | 68 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable, net | 56,554 | 48,172 |
Deferred incentive compensation | -1,059 | -1,116 |
Prepaid expenses and other current assets | -21,665 | -4,148 |
Other non-current assets | -1,107 | 1,145 |
Accounts payable and accrued liabilities | -11,863 | -8,598 |
Accrued incentive compensation | -10,180 | -3,691 |
Deferred revenue | -16,693 | -16,273 |
Other liabilities | 6,621 | 3,135 |
Net cash flows provided by operating activities | 95,004 | 77,329 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -23,038 | -11,778 |
Cost method investments | -11,213 | ' |
Acquisition of businesses, net of cash acquired | ' | -669,476 |
Maturities of marketable securities | ' | 5,130 |
Net cash flows used in investing activities | -34,251 | -676,124 |
Cash flows from financing activities: | ' | ' |
Proceeds from credit facility | 5,000 | 555,000 |
Payments of credit facility | -29,314 | ' |
Proceeds from the exercise of common stock options | 1,098 | 1,202 |
Proceeds from the issuance of common stock under the employee stock purchase plan | 653 | 461 |
Excess tax benefits from share-based compensation arrangements | 4,036 | 1,938 |
Credit facility issuance costs | -4,156 | -19,176 |
Purchase of treasury shares | -2,751 | ' |
Withholding of shares to satisfy minimum employee tax withholding for restricted stock units | -6,556 | -3,618 |
Payment of dividends | -22,624 | -17,570 |
Net cash flows (used in) provided by financing activities | -54,614 | 518,237 |
Effect of exchange rates on cash | -991 | 209 |
Net increase (decrease) in cash and cash equivalents | 5,148 | -80,349 |
Cash and cash equivalents, beginning of period | 72,699 | 133,429 |
Cash and cash equivalents, end of period | $77,847 | $53,080 |
Nature_of_Business_and_Basis_o
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Nature of Business and Basis of Presentation | ' |
Note 1. Nature of Business and Basis of Presentation | |
The Corporate Executive Board Company (“CEB” or the “Company”) is a member-based advisory company. By combining the best practices of thousands of member companies with its advanced research methodologies and human capital analytics, CEB equips senior leaders and their teams with insight and actionable solutions to transform operations. This distinctive approach, pioneered by CEB, enables executives to harness peer perspectives and tap into breakthrough innovation without costly consulting or reinvention. The CEB member network includes more than 15,000 executives and the majority of top companies globally. On August 2, 2012, CEB completed the acquisition of SHL Group Holdings I and its subsidiaries (“SHL” or “SHL Talent Management Solutions”), a global leader in cloud-based talent measurement and management solutions headquartered in the United Kingdom (“UK”). | |
The accompanying condensed consolidated financial statements have been prepared in accordance with US generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for reporting on Form 10-Q. Accordingly, certain information and disclosures required for complete consolidated financial statements are not included. It is recommended that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and related notes in CEB’s 2012 Annual Report on Form 10-K. | |
In management’s opinion, all adjustments, consisting of a normal recurring nature, considered necessary for a fair presentation of the condensed consolidated financial position, results of operations, and cash flows at the dates and for the periods presented have been included. The condensed consolidated balance sheet presented at December 31, 2012 has been derived from the financial statements that were audited by CEB’s independent registered public accounting firm. The results of operations for the three and nine months ended September 30, 2013 may not be indicative of the results that may be expected for the year ended December 31, 2013 or any other period within 2013. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Changes And Error Corrections [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Note 2. Recent Accounting Pronouncements | |
Recently Adopted | |
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02, Comprehensive Income (Topic 220), Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update requires companies to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, companies are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. This update was effective for CEB in the first quarter of 2013 and will be applied prospectively. Other than requiring additional disclosures, adoption of this new guidance did not have a significant impact on the Company’s condensed consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Acquisitions | ' | ||||||||
Note 3. Acquisitions | |||||||||
Investments in Other Entities | |||||||||
The Company made investments totaling $3.9 million in two private entities in the three months ended September 30, 2013 and $11.2 million in three private entities in the nine months ended September 30, 2013. At September 30, 2013, the Company has made five investments with an aggregate carrying amount of $14.6 million included in Other non-current assets in the condensed consolidated balance sheets. The cost method is used for these investments as the Company believes that due to the size and nature of the investments, it is not able to exercise significant influence on the investee entities. These investments are carried at their original cost and evaluated each reporting period for changes to their net realizable value. Because the investee entities are private companies without exchange traded securities, the fair value of the underlying investment is not readily available. | |||||||||
SHL | |||||||||
On August 2, 2012, CEB completed the acquisition of 100% of the equity interests of SHL pursuant to a sale and purchase agreement entered into on July 2, 2012. The acquisition significantly expanded the addressable market of both companies through an increased global presence across major developed and emerging markets, enhancing CEB’s ability to scale and extend its existing platform with technology-driven solutions. | |||||||||
The purchase price was approximately $654 million in cash. CEB used borrowings under a senior secured credit facility and approximately $121 million of its available cash on hand to fund the purchase price. | |||||||||
CEB has completed the purchase accounting for the SHL acquisition. Based on the fair value of the acquired assets and assumed liabilities as of the acquisition date, CEB’s final purchase accounting allocation is as follows: net tangible liabilities of $81.4 million, amortizable intangible assets of $323.2 million, and goodwill of $412.4 million. The preliminary allocation to goodwill at the time of the acquisition was $406.5 million. The difference of $5.9 million primarily relates to the assignment of deferred tax assets and liabilities to local tax jurisdictions. Changes in amounts allocated to acquired assets and assumed liabilities were not material and therefore the December 31, 2012 balance sheet was not recast. The allocation of goodwill by reportable segment was $53.6 million to PDRI and $358.8 million to SHL. | |||||||||
Goodwill and intangible assets are not deductible for tax purposes. As a result, the Company recorded a deferred tax liability of $89.5 million related to the difference in the book and tax basis of identifiable intangible assets. Deferred revenue at the acquisition date was recorded at fair value based on the estimated cost to provide the related services plus a reasonable profit margin on such costs. The reduction in deferred revenue from SHL’s historical cost to fair value was approximately $34 million. Of this amount, $17.1 million would have been recognized in 2012, and $8.9 million would have been recognized in the nine months ended September 30, 2013. The remaining $8.0 million would have been recognized primarily in 2014. | |||||||||
Pro Forma Financial Information | |||||||||
The following unaudited pro forma financial information summarizes the Company’s operating results as if the SHL acquisition had been completed on January 1, 2011. The pro forma financial information includes the impact of fair value adjustments, including a $34 million deferred revenue fair value adjustment on revenue recognized, amortization expense from acquired intangible assets, interest expense, and the related tax effects. In preparing the pro forma financial information, CEB has assumed that approximately $26 million of the deferred revenue fair value adjustment would be recognized in 2011 and approximately $8 million would be recognized in 2012. The following unaudited pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred on January 1, 2011 and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity (unaudited and in thousands): | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, 2012 | September 30, 2012 | ||||||||
Pro forma revenue | $ | 189,184 | 560,125 | ||||||
Pro forma net income | $ | 18,043 | 47,915 | ||||||
Valtera | |||||||||
In February 2012, the Company completed the acquisition of Valtera Corporation (“Valtera”), a talent management company that provides tools and services to assist organizations in hiring, engaging, and developing talent. The Company acquired 100% of the equity interests for a cash payment of $22.4 million less cash acquired of $1.9 million. The Company allocated $8.8 million to intangible assets with a weighted average amortization period of 6 years and $11.4 million to goodwill. The operating results of Valtera are not considered material to the Company’s condensed consolidated financial statements. Accordingly, pro forma financial information has not been presented. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||||||||||
Note 4. Fair Value Measurements | |||||||||||||||||||||||||
Measurements | |||||||||||||||||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. There is a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: | |||||||||||||||||||||||||
• | Level 1 — Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||||||||||
• | Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. | ||||||||||||||||||||||||
• | Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. | ||||||||||||||||||||||||
The Company has segregated all assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands): | |||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Financial assets | |||||||||||||||||||||||||
Cash and cash equivalents | $ | 77,847 | $ | — | $ | — | $ | 72,699 | $ | — | $ | — | |||||||||||||
Investments held through variable insurance products in a Rabbi Trust | — | 16,369 | — | — | 15,267 | — | |||||||||||||||||||
Forward currency exchange contracts | — | 590 | — | — | 111 | — | |||||||||||||||||||
Financial liabilities | |||||||||||||||||||||||||
Interest rate swap | — | 144 | — | — | — | — | |||||||||||||||||||
Investments held through variable insurance products in a Rabbi Trust, included in Other non-current assets, consist of mutual funds available only to institutional investors. The fair value of these investments are based on the fair value of the underlying investments held by the mutual funds allocated to each share of the mutual fund using a net asset value approach. The fair value of the underlying investments held by the mutual funds are observable inputs. The fair value for foreign currency exchange and interest rate swap contracts are based on bank quotations for similar instruments using models with market-based inputs. | |||||||||||||||||||||||||
Certain assets, such as goodwill, intangible assets, investments accounted for under the cost method, and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is impairment). The Company measured the fair value of the PDRI and SHL reporting units and recorded a fair value adjustment relating to PDRI (see Note 6). Any such fair value measurements are included in the Level 3 fair value hierarchy. |
Accounts_Receivable_Net
Accounts Receivable, Net | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Receivables [Abstract] | ' | ||||||||
Accounts Receivable, Net | ' | ||||||||
Note 5. Accounts Receivable, net | |||||||||
Accounts receivable, net consists of the following (in thousands): | |||||||||
September 30, 2013 | December 31, 2012 | ||||||||
Billed | $ | 123,541 | $ | 178,117 | |||||
Unbilled | 62,070 | 63,891 | |||||||
185,611 | 242,008 | ||||||||
Allowance for uncollectible revenue | (1,741 | ) | (2,409 | ) | |||||
Accounts receivable, net | $ | 183,870 | $ | 239,599 | |||||
Goodwill
Goodwill | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Goodwill | ' | ||||||||
Note 6. Goodwill | |||||||||
Changes in the carrying amount of goodwill are as follows (in thousands): | |||||||||
Nine Months Ended | Year Ended | ||||||||
September 30, 2013 | December 31, 2012 | ||||||||
Beginning of period | $ | 471,299 | $ | 29,492 | |||||
Goodwill acquired | — | 424,664 | |||||||
Purchase accounting adjustments | (1,400 | ) | 7,300 | ||||||
Impairment loss | (22,600 | ) | — | ||||||
Impact of foreign currency | (603 | ) | 9,843 | ||||||
Net goodwill, end of period | $ | 446,696 | $ | 471,299 | |||||
Accumulated impairment loss, end of period | $ | 22,600 | $ | — | |||||
Goodwill for certain of the Company’s foreign subsidiaries is recorded in their functional currency, which is their local currency, and therefore is subject to foreign currency translation adjustments. | |||||||||
PDRI Impairment Loss | |||||||||
As disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, the Company was beginning to see the effects of the US Federal government’s budget constraints in the financial results of PDRI, which is a reporting unit included in the CEB reportable segment. Based on insights gained from business activities that align with the US Federal government’s September 30th fiscal year-end and PDRI’s results of operations for the quarter ended September 30, 2013, the Company now believes that near to mid-term revenues for the PDRI reporting unit are likely to be constrained leading to lower revenues and cash flows. Based on these indicators of impairment, which also include rising interest rates, management concluded it was not more likely than not that the fair value of the PDRI reporting unit exceeded its carrying value at September 30, 2013. Accordingly, the Company completed an interim step one impairment analysis which indicated that the estimated fair value of the reporting unit did not exceed the carrying value. Consequently, the Company completed the second step of the impairment analysis which resulted in a $22.6 million after-tax goodwill impairment loss. This loss did not impact the Company’s current liquidity position or cash flows for 2013. Following the impairment, the PDRI reporting unit has $31.0 million of goodwill. | |||||||||
Management used the income approach (discounted cash flow model) to estimate the fair value of the reporting unit. The assumptions used in the income approach include revenue projections, EBITDA projections, estimated income tax rates, estimated capital expenditures, and an assumed discount rate based on various inputs. The assumptions which have the most significant effect on the determination of fair value are: 1) the projected revenues which include estimates for growth in future periods from expansion into other markets, 2) the projected cash flows which are driven by the revenue estimates and estimates of improved EBITDA margins in the future forecast period, and 3) the discount rate. Management, in conjunction with its valuation advisors, determined that due to the small size and specialized nature of the PDRI reporting unit, there was not sufficient comparable market data upon which to rely for purposes of establishing fair value of the reporting unit; however, management did consider comparable companies as a test of reasonableness for the estimate of fair value. | |||||||||
Under the income approach, management used internally generated projected financial information which included revenue growth rates that consider the Company’s plan for the expansion of PDRI into the commercial market. The near to mid-term EBITDA margins are also estimated to increase each year over the forecast period. The assumed discount rate utilized was 15.5%. The assumed discount rate includes consideration for the risks associated with the revenue growth and EBITDA margin improvement assumptions in the forecast period. | |||||||||
If all assumptions are held constant, a one percentage point increase in the discount rate would result in an approximately $4 million decrease in the estimated fair value of the reporting unit, primarily impacting goodwill. Assessing fair value includes, among other things, making key assumptions for estimating future cash flows and revenues. These assumptions are subject to a high degree of judgment and complexity. The Company makes every effort to estimate operating results as accurately as possible with the information available at the time the forecast is developed. However, changes in assumptions and estimates may affect the estimated fair value of the reporting unit and could result in an impairment in future periods. If PDRI is not successful in selling its services commercially, or if the US Federal government spending cuts are deeper than currently anticipated, updated estimates of operating results could result in future impairment. | |||||||||
SHL Indicators of Impairment | |||||||||
In the three months ended September 30, 2013, the Company identified interim indicators of impairment for the SHL reporting unit, including lower revenue and profits than had been anticipated at the time of the acquisition and rising interest rates. Upon identification of the interim impairment indicators, management completed step one of the interim impairment analysis. The carrying value was approximately $600 million at September 30, 2013, including approximately $375 million of goodwill and approximately $269 million of amortizable intangible assets. The estimated fair value of the SHL reporting unit exceeded its carrying value by approximately 1%. The estimate of fair value is based on information available as of the date of the assessment, which incorporates management assumptions about expected revenue and future cash flows and available market information for comparable companies. | |||||||||
The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment and estimates as the SHL reporting unit operates in a number of markets and geographical regions. Management used a combination of the income and market approaches and weighted the outcomes. The assumptions used in the income approach include revenue projections, EBITDA projections, estimated income tax rates, estimated capital expenditures, and an assumed discount rate based on various inputs. The assumptions used in the market approach include the selection of comparable companies which are subject to change based on the economic characteristics of the Company’s reporting units. The assumptions which have the most significant effect on the determination of fair value are: 1) the projected revenues which include accelerated revenue growth during the forecast period from recent initiatives undertaken to improve the effectiveness of sales operations, 2) the projected cash flows which reflect improvement in EBITDA margin from ongoing integration efforts, 3) the discount rate, and 4) the list of comparable companies used in the market approach. | |||||||||
Under the income approach, management used internally generated projected financial information which included revenue growth rates which reflect recent investments in the sales operations structure. The near to mid-term EBITDA margins are also estimated to increase each year over the forecast period. The assumed discount rate utilized was 13.0%. The assumed discount rate includes consideration for the risks associated with the revenue growth and EBITDA margin improvement assumptions in the forecast period. | |||||||||
Under the market approach, management used an average of revenue and EBITDA multiples. The revenue multiples utilized by the Company were in a range of 2.75 to 3.25 times current and future period revenue estimates. The EBITDA multiples utilized were in a range of 10 to 12 times current and future period EBITDA estimates. | |||||||||
If all assumptions are held constant, a one percentage point increase in the discount rate would result in an approximately $26 million decrease in the estimated fair value of the reporting unit. A 5.0% decrease in the selected market multiples would result in a $15 million decrease in the estimated fair value of the reporting unit. Such a change in either of these assumptions individually would result in the reporting unit failing step 1 of the goodwill impairment analysis. | |||||||||
Assessing the fair value of the reporting unit includes, among other things, making key assumptions for estimating future cash flows and appropriate market multiples. The Company makes every effort to estimate future cash flows as accurately as possible with the information available at the time the forecast is developed. However, there can be no assurances that the estimates and assumptions will prove to be accurate predictions of future results. Changes in assumptions and estimates may affect the estimated fair value of the reporting unit and could result in an impairment in future periods. Factors that have the potential to create variances in the estimated fair value of the reporting unit include, but are not limited to, the following: | |||||||||
• | significant underperformance relative to expected historical or projected future operating results; | ||||||||
• | significant change in the manner of use of the acquired asset or the strategy for the overall business; | ||||||||
• | significant change in interest rates; | ||||||||
• | significant negative industry or economic trend; and/or | ||||||||
• | market capitalization relative to net book value. |
Intangible_Assets_Net
Intangible Assets, Net | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Intangible Assets, Net | ' | ||||||||||||||||
Note 7. Intangible Assets, net | |||||||||||||||||
Intangible assets, net at September 30, 2013 consist of the following (in thousands): | |||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Weighted-Average | ||||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||
Period (in years) | |||||||||||||||||
Customer relationships | $ | 193,636 | $ | 24,789 | $ | 168,847 | 12.2 | ||||||||||
Acquired intellectual property | 97,080 | 16,294 | 80,786 | 13.7 | |||||||||||||
Trade names | 64,823 | 6,598 | 58,225 | 13.4 | |||||||||||||
Software | 11,044 | 5,354 | 5,690 | 1.7 | |||||||||||||
Total | $ | 366,583 | $ | 53,035 | $ | 313,548 | 12.6 | ||||||||||
Intangible assets, net at December 31, 2012 consist of the following (in thousands): | |||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Weighted-Average | ||||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||
Period (in years) | |||||||||||||||||
Customer relationships | $ | 191,348 | $ | 12,731 | $ | 178,617 | 12.8 | ||||||||||
Acquired intellectual property | 95,012 | 7,984 | 87,028 | 14.4 | |||||||||||||
Trade names | 64,082 | 2,910 | 61,172 | 14.1 | |||||||||||||
Software | 10,877 | 2,503 | 8,374 | 2.4 | |||||||||||||
Total | $ | 361,319 | $ | 26,128 | $ | 335,191 | 13.2 | ||||||||||
The Company’s intangible assets for certain of its foreign subsidiaries are recorded in their functional currency, which is their local currency, and therefore are subject to foreign currency translation adjustments. As part of the interim impairment test for PDRI, the Company completed a recoverability test related to the amortizable intangible assets of PDRI and no adjustment was required. | |||||||||||||||||
Amortization expense was $8.7 million and $6.4 million in the three months ended September 30, 2013 and 2012, respectively. Amortization expense was $26.1 million and $9.3 million in the nine months ended September 30, 2013 and 2012, respectively. Future expected amortization of intangible assets at September 30, 2013 is as follows (in thousands): | |||||||||||||||||
2013 (1) | $ | 9,070 | |||||||||||||||
2014 | 34,324 | ||||||||||||||||
2015 | 31,485 | ||||||||||||||||
2016 | 28,379 | ||||||||||||||||
2017 | 27,754 | ||||||||||||||||
Thereafter | 182,536 | ||||||||||||||||
Total | $ | 313,548 | |||||||||||||||
-1 | For the three months ended December 31, 2013 |
Other_Liabilities
Other Liabilities | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||
Other Liabilities | ' | ||||||||
Note 8. Other Liabilities | |||||||||
Other liabilities consist of the following (in thousands): | |||||||||
September 30, 2013 | December 31, 2012 | ||||||||
Deferred compensation | $ | 15,238 | $ | 12,397 | |||||
Lease incentives | 33,823 | 28,816 | |||||||
Deferred rent benefit | 32,738 | 28,351 | |||||||
Deferred revenue – long term | 11,676 | 10,523 | |||||||
Other | 18,456 | 18,554 | |||||||
Total other liabilities | $ | 111,931 | $ | 98,641 | |||||
Senior_Secured_Credit_Faciliti
Senior Secured Credit Facilities | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Senior Secured Credit Facilities | ' | ||||
Note 9. Senior Secured Credit Facilities | |||||
On July 2, 2012, the Company, together with certain of its subsidiaries acting as guarantors, entered into a senior secured credit agreement which was subsequently amended and restated on July 18, 2012, on August 1, 2012, and again on August 2, 2013 (as amended and restated, the “Credit Agreement”). The Credit Agreement originally provided for (i) a term loan A in an aggregate principal amount of $275 million (the “Term Loan A Facility”), (ii) a term loan B in an aggregate principal amount of $250 million (the “Term Loan B Facility” and together with the Term Loan A Facility, the “Term Facilities”) and (iii) a $100 million revolving credit facility (the “Revolving Credit Facility” and together with the Term Facilities, the “Senior Secured Credit Facilities”). The Term Loan A Facility and the Revolving Credit Facility were scheduled to mature on August 2, 2017 and the Term Loan B Facility was scheduled to mature on August 2, 2019. | |||||
On August 2, 2012, in connection with the closing of the SHL acquisition, the full amounts of the Term Loan A Facility and the Term Loan B Facility were drawn and $30 million under the Revolving Credit Facility was drawn. In addition, approximately $6 million of availability under the Revolving Credit Facility was used to cover letters of credit that were issued to replace similar letters of credit previously issued under the Company’s prior senior unsecured credit facility which was terminated concurrently with the drawings under the Senior Secured Credit Facilities. The Company repaid $10 million of the principal amount outstanding under the Revolving Credit Facility in December 2012 and the remaining outstanding amount of $20 million in January 2013. | |||||
On August 2, 2013, the Company, together with certain of its subsidiaries acting as guarantors, entered into Amendment No. 3 (the “Amendment”) to the Credit Agreement. The Amendment (i) replaced the existing term A loans with new refinancing term A-1 loans (the “Refinancing Term A-1 Loans”) in an aggregate principal amount of $269.6 million, which was fully drawn on August 2, 2013, (ii) established a new tranche of incremental term A-1 loans (the “Incremental Term A-1 Loans” and together with the Refinancing Term A-1 Loans, the “Term A-1 Loans”) in an aggregate principal amount of $253.8 million, which was fully drawn on August 2, 2013, and (iii) increased the existing revolving commitments with new tranche A revolving commitments (the “Tranche A Revolving Commitments” and the loans thereunder, the “Tranche A Revolving Loans”) in an aggregate principal amount of $100 million for a total aggregate principal amount of $200 million, none of which was drawn in connection with the closing of the Amendment. | |||||
Amounts drawn under the Refinancing Term A-1 Loan tranche were used to prepay and terminate the Company’s existing Term Loan A Facility. Amounts drawn under the Incremental Term A-1 Loan tranche were used to prepay and terminate the Company’s existing Term Loan B Facility and pay transaction related fees and expenses. | |||||
The maturity date of all Term A-1 Loans is August 2, 2018. The principal amount of the Term A-1 Loans amortizes in quarterly installments equal to (i) for the first two years after the closing of the Amendment, approximately 2% of the original principal amount of the Term A-1 Loans and (ii) for the next three years thereafter, approximately 4% of the original principal amount of the Term A-1 Loans, with the balance payable at maturity. The termination date of all revolving commitments under the credit agreement, including the new Tranche A Revolving Commitments, is August 2, 2018. The Term A-1 Loans and Tranche A Revolving Loans will, at the option of the Company, bear interest at the Eurodollar Rate plus 2.25% or a base rate plus 1.25%, as applicable, with future “step-downs” upon achievement of specified first lien net leverage ratios. The annual interest rate on the Term A-1 Loans was 2.43% at September 30, 2013. | |||||
The Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default. The Company is required to comply with a net leverage ratio covenant on a quarterly basis. Mandatory prepayments attributable to excess cash flows will be based on the Company’s net leverage ratio and will be determined at the end of each fiscal year, beginning with the year ended December 31, 2013. Pursuant to the Amendment, a net leverage ratio of 2.0x or higher will trigger mandatory prepayments of 25% and a net leverage ratio of 2.5x or higher will trigger mandatory prepayments of 50% of excess cash flows. The Company currently does not believe that any mandatory prepayments will be required for the year ended December 31, 2013. In the event actual results or changes in estimates trigger the mandatory prepayment, such prepayment amount will be reclassified from long-term debt to current debt in the Company’s accompanying condensed consolidated balance sheets. The Company was in compliance with all of the covenants at September 30, 2013. | |||||
Certain investors of the Term Loan A Facility and the Term Loan B Facility reinvested in the Term A-1 Loans and the change in the present value of future cash flows between the investments was less than 10%. Accordingly, the Company accounted for this refinancing event for these investors as a debt modification. Certain investors of the Term Loan A Facility and the Term Loan B Facility either did not invest in the Term A-1 Loans or the change in the present value of future cash flows between the investments was greater than 10%. Accordingly, the Company accounted for this refinancing event for these investors as a debt extinguishment. The Tranche A Revolving Loans were accounted for as a modification as the borrowing capacity of the new arrangement was greater than the borrowing capacity of the old arrangement and there was no change to the investors. In applying debt modification accounting in the three months ended September 30, 2013, the Company recorded $12.9 million in loan origination fees and deferred financing costs, of which $10.6 million related to investors of the Term Facilities that reinvested in the Term A-1 Loans and the Revolving Credit Facility and $2.3 million related to costs associated with the refinancing. This amount is being amortized into interest expense over the term of the Term A-1 Loans using the effective interest method. In addition, the Company recorded $6.7 million in debt extinguishment costs, comprised of a $4.9 million write-off of loan origination fees and deferred financing fees for debt considered to be extinguished and $1.8 million of debt modification expense. | |||||
Total amortization expense of loan origination fees and deferred financing costs was $0.7 million and $2.3 million in the three and nine months ended September 30, 2013 and $0.5 million in the three and nine months ended September 30, 2012, respectively. The Company paid interest of $5.4 million and $16.2 million in the three and nine months ended September 30, 2013 and $2.6 million in the three and nine months ended September 30, 2012, respectively. | |||||
The future minimum payments for the Term A-1 Loans are as follows for the years ended December 31st (in thousands): | |||||
2013 (1) | $ | 2,687 | |||
2014 | 10,750 | ||||
2015 | 15,750 | ||||
2016 | 20,750 | ||||
2017 | 20,750 | ||||
2018 | 450,000 | ||||
Total principal payments | $ | 520,687 | |||
-1 | For the three months ended December 31, 2013. | ||||
The Company believes the carrying value of its long term debt approximates its fair value as the terms and interest rates approximate market rates. |
Stockholders_Equity_and_ShareB
Stockholders' Equity and Share-Based Compensation | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||
Stockholders' Equity and Share-Based Compensation | ' | ||||||||
Note 10. Stockholders’ Equity and Share-Based Compensation | |||||||||
Share-Based Compensation | |||||||||
Share-based compensation expense is recognized on a straight-line basis, net of an estimated forfeiture rate, for those shares expected to vest over the requisite service period of the award, which is generally the vesting term of four years. Forfeitures are estimated at the time of grant and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rate is based on historical experience. | |||||||||
The Company recognized total share-based compensation costs of $3.3 million and $2.5 million in the three months ended September 30, 2013 and 2012, respectively, and $9.1 million and $6.7 million in the nine months ended September 30, 2013 and 2012, respectively. At September 30, 2013, $30.7 million of total estimated unrecognized share-based compensation cost is expected to be recognized over a weighted-average period of approximately 1.5 years. | |||||||||
Restricted Stock Units | |||||||||
The following table summarizes the changes in RSUs: | |||||||||
Nine Months Ended September 30, 2013 | |||||||||
Number | Weighted Average | ||||||||
of RSUs | Grant Date Fair | ||||||||
Value | |||||||||
Non-vested, beginning of year | 788,725 | $ | 34.34 | ||||||
Granted | 319,709 | 56.63 | |||||||
Forfeited | (31,931 | ) | 46.05 | ||||||
Vested | (311,206 | ) | 28.94 | ||||||
Non-vested, end of period | 765,297 | $ | 46.58 | ||||||
Performance Based Stock Awards | |||||||||
CEB grants performance based restricted stock units (“PSAs”) to certain members of the corporate leadership team. The ultimate number of PSAs that will vest is based upon the achievement of specified levels of revenue and Adjusted EBITDA during the three-year period beginning on January 1st of the year of grant and ending on December 31st of the third calendar year following the date of grant. Vesting is also subject to continued employment through the end of the performance period. | |||||||||
The following table summarizes the changes in PSAs: | |||||||||
Nine Months Ended September 30, 2013 | |||||||||
Number | Weighted Average | ||||||||
of PSAs | Grant Date Fair | ||||||||
Value | |||||||||
Non-vested, beginning of year | 32,834 | $ | 41.87 | ||||||
Granted | 27,805 | 56.15 | |||||||
Forfeited | — | — | |||||||
Vested | — | — | |||||||
Non-vested, end of period | 60,639 | $ | 48.62 | ||||||
Dividends | |||||||||
On July 26, 2013, the Board of Directors declared a third quarter cash dividend of $0.225 per share. This dividend, totaling $7.5 million, was paid on September 30, 2013. | |||||||||
On November 7, 2013, the Board of Directors declared a fourth quarter cash dividend of $0.225 per share. The dividend is payable on December 31, 2013 to stockholders of record at the close of business on December 13, 2013. The Company funds its dividend payments with cash on hand and cash generated from operations. | |||||||||
Share Repurchases | |||||||||
In February 2013, the Company’s Board of Directors approved a $50 million stock repurchase program which is authorized through December 31, 2014. Repurchases may be made through open market purchases or privately negotiated transactions. The timing of repurchases and the exact number of shares of common stock to be repurchased will be determined by the Company’s management, in its discretion, and will depend upon market conditions and other factors. The program will be funded using cash on hand and cash generated from operations. The Company repurchased 48,100 shares for an aggregate purchase price of $2.8 million in the nine months ended September 30, 2013. |
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||
Derivative Instruments and Hedging Activities | ' | ||||||||||||||||||
Note 11. Derivative Instruments and Hedging Activities | |||||||||||||||||||
The Company’s international operations are subject to risks related to currency exchange fluctuations. Prices for the CEB segment’s products and services are denominated primarily in United States dollars (“USD”), including products and services sold to members that are located outside the United States. Many of the costs associated with the CEB segment operations located outside the United States are denominated in local currencies. As a consequence, increases in local currencies against the USD in countries where the CEB segment has foreign operations would result in higher effective operating costs and reduced earnings. The Company uses forward contracts, designated as cash flow hedging instruments, to protect against foreign currency exchange rate risks inherent with its cost reimbursement agreements with its UK subsidiary. A forward contract obligates the Company to exchange a predetermined amount of USD to make equivalent British pound sterling (“GBP”) payments equal to the value of such exchanges. | |||||||||||||||||||
On September 27, 2013, the Company entered into an interest rate swap arrangement with a notional amount of $55 million which amortizes to $46.4 million through the August 2, 2018 maturity date of the Term A-1 Loans. The interest rate swap will effectively fix the Company’s interest payments on the hedged debt at 1.345% plus the credit spread on the debt. In October 2013, the Company entered into additional swap arrangements with a total notional amount of $220 million and similar terms to the $55 million swap entered into in September 2013. The arrangements, designated as cash flow hedging instruments, protect against adverse fluctuations in interest rates by reducing the Company’s exposure to variability in cash flows relating to interest payments on a portion of its outstanding debt. | |||||||||||||||||||
The Company formally documents all relationships between hedging instruments and hedged items as well as its risk management objective and strategy for undertaking hedge transactions. The maximum length of time over which the Company is hedging its exposure to the variability in future cash flows related to foreign currency exchange rate risks is 12 months. The forward contracts and interest rate swap are recognized on the condensed consolidated balance sheets at fair value and changes in fair value measurements are reflected as adjustments to other comprehensive income (“OCI”). For the forward currency contracts, the unrealized gain/loss is reclassified from accumulated OCI to current earnings at such time as the actual foreign currency expenditures are made. There is generally no or an immaterial amount of ineffectiveness. The notional amount of outstanding forward currency contracts was 8.0 million GBP and 10.4 million GBP at September 30, 2013 and December 31, 2012. | |||||||||||||||||||
The fair value of derivative instruments on the Company’s condensed consolidated balance sheets are as follows (in thousands): | |||||||||||||||||||
Balance Sheet Location | September 30, 2013 | December 31, 2012 | |||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||
Asset derivatives | |||||||||||||||||||
Prepaid expenses and other current assets | $ | 590 | $ | 111 | |||||||||||||||
Liability derivatives | |||||||||||||||||||
Accounts payable and accrued liabilities | $ | 144 | $ | — | |||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||
Asset derivatives | |||||||||||||||||||
Prepaid expenses and other current assets | $ | — | $ | 14 | |||||||||||||||
Liability derivatives | |||||||||||||||||||
Accounts payable and accrued expenses | $ | — | $ | 9 | |||||||||||||||
The pre-tax effect of the derivative instruments on the Company’s condensed consolidated statements of income (loss) is as follows (in thousands): | |||||||||||||||||||
Location of Gain (Loss) | Amount of Gain (Loss) Reclassified | Derivatives in Cash Flow | Amount of Gain (Loss) | ||||||||||||||||
Reclassified from Accumulated | from Accumulated OCI into Income | Hedging Relationships | Recognized in OCI on Derivative | ||||||||||||||||
OCI into Income | (Effective portion) | (Effective portion) | |||||||||||||||||
(Effective portion) | |||||||||||||||||||
Three Months Ended | Nine Months Ended | Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, 2013 | September 30, 2013 | September 30, 2013 | September 30, 2013 | ||||||||||||||||
Cost of services | $ | 81 | (209 | ) | Forward currency contracts | $ | 940 | $ | (67 | ) | |||||||||
Member relations and marketing | 67 | (173 | ) | Interest rate swap | $ | (144 | ) | $ | (144 | ) | |||||||||
General & administrative | 32 | (84 | ) | ||||||||||||||||
Total | $ | 180 | (466 | ) | |||||||||||||||
Location of Gain (Loss) | Amount of Gain (Loss) Reclassified | Derivatives in Cash Flow | Amount of Gain (Loss) | ||||||||||||||||
Reclassified from Accumulated | from Accumulated OCI into Income | Hedging Relationships | Recognized in OCI on Derivative | ||||||||||||||||
OCI into Income | (Effective portion) | (Effective portion) | |||||||||||||||||
(Effective portion) | |||||||||||||||||||
Three Months Ended | Nine Months Ended | Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, 2012 | September 30, 2012 | September 30, 2012 | September 30, 2012 | ||||||||||||||||
Cost of services | $ | 91 | $ | 136 | Forward currency contracts | $ | 361 | $ | 701 | ||||||||||
Member relations and marketing | 75 | 113 | Interest rate swap | $ | — | $ | — | ||||||||||||
General & administrative | 36 | 54 | |||||||||||||||||
Total | $ | 202 | $ | 303 | |||||||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Note 12. Income Taxes | |
The Company computes its provision for income taxes by applying the estimated annual effective tax rate to income from operations and adjusts the provision for discrete tax items recorded during the period. US income taxes are not provided for the undistributed earnings of the Company’s foreign subsidiaries including SHL, as such earnings are deemed to be permanently reinvested locally. | |
The effective tax rate for the nine months ended September 30, 2013 and 2012 was 39.2% and 47.2%, respectively. The decrease in the effective tax rate is largely due to a reduction in the UK tax rate, offset by the impact of the PDRI goodwill impairment loss, and the tax impact in 2012 of certain items arising from the SHL acquisition. In July 2013, the UK Finance Act of 2013 received royal assent leading to a scheduled reduction in the UK corporation tax rate to 20% by April 1, 2015. The impact of this legislative change on the Company’s net deferred tax liabilities was $4.6 million and was accounted for as a discrete item in the three months ended September 30, 2013. The $22.6 million impairment loss of non-deductible goodwill related to PDRI recognized in the three months ended September 30, 2013 was not treated as a discrete event; rather, it was considered to be a component of the estimated annual effective tax rate. | |
The Company made income tax payments of $10.5 million and $16.2 million in the three months ended September 30, 2013 and 2012, respectively, and $36.8 million and $27.6 million in the nine months ended September 30, 2013 and 2012, respectively. The Company had prepaid income taxes of approximately $17 million at September 30, 2013, which is included in Prepaid expenses and other current assets on the consolidated balance sheet. | |
The Internal Revenue Service commenced an examination of the Company’s US income tax returns for 2008 through 2010 in the second quarter of 2012. Management does not currently believe that the outcome of such examination will have a material adverse effect on the Company’s financial position, results of operations, or cash flows. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share | ' | ||||||||||||||||
Note 13. Earnings per Share | |||||||||||||||||
A reconciliation of basic to diluted weighted average common shares outstanding is as follows (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Basic weighted average common shares outstanding | 33,597 | 33,546 | 33,519 | 33,460 | |||||||||||||
Effect of dilutive common shares outstanding | 336 | 317 | 380 | 349 | |||||||||||||
Diluted weighted average common shares outstanding | 33,933 | 33,863 | 33,899 | 33,809 | |||||||||||||
Approximately 0.3 million and 0.7 million shares in the three months ended September 30, 2013 and 2012, respectively, and approximately 0.4 million and 0.9 million shares in the nine months ended September 30, 2013 and 2012, respectively, have been excluded from the calculation of the dilutive effect shown above because their impact would be anti-dilutive. These shares related to share-based compensation awards. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||||||||||||||
Note 14. Commitments and Contingencies | |||||||||||||||||||||||||||||
Operating Leases | |||||||||||||||||||||||||||||
The Company leases office facilities that expire on various dates through 2028. Generally, the leases carry renewal provisions and rental escalations and require the Company to pay executory costs such as taxes and insurance. Future minimum rental payments under non-cancelable operating leases and future minimum receipts under subleases, excluding executory costs, are as follows at September 30, 2013: | |||||||||||||||||||||||||||||
Total | 2013* | YE 2014 | YE 2015 | YE 2016 | YE 2017 | Thereafter | |||||||||||||||||||||||
Operating lease obligations | $ | 614,725 | $ | 11,433 | $ | 49,523 | $ | 49,393 | $ | 49,570 | $ | 47,347 | $ | 407,459 | |||||||||||||||
Sublease receipts | (287,226 | ) | (3,569 | ) | (17,521 | ) | (20,171 | ) | (20,653 | ) | (21,597 | ) | (203,715 | ) | |||||||||||||||
Total net lease obligations | $ | 327,499 | $ | 7,864 | $ | 32,002 | $ | 29,222 | $ | 28,917 | $ | 25,750 | $ | 203,744 | |||||||||||||||
* | For the three months ended December 31, 2013. | ||||||||||||||||||||||||||||
In September 2013, one of the subtenants of the CEB headquarters exercised its right under the sublease to acquire additional office space of approximately 32,000 square feet. This expansion period begins in October 2014 and will co-terminate with the subtenants other sub-leases in January 2028. The Company will receive an additional $21.5 million over the duration of the sublease. | |||||||||||||||||||||||||||||
Contingencies | |||||||||||||||||||||||||||||
From time to time, the Company is subject to litigation related to normal business operations. The Company vigorously defends itself in litigation and is not currently a party to, and the Company’s property is not subject to, any legal proceedings likely to materially affect the Company’s financial results. | |||||||||||||||||||||||||||||
The Company continues to evaluate potential tax exposures relating to sales and use, payroll, income and property tax laws, and regulations for various states in which the Company sells or supports its goods and services. Accruals for potential contingencies are recorded by the Company when it is probable that a liability has been incurred and the liability can be reasonably estimated. As additional information becomes available, changes in the estimates of the liability are reported in the period that those changes occur. The Company had a $5.8 million liability at both September 30, 2013 and December 31, 2012, respectively, relating to certain sales and use tax regulations for states in which the Company sells or supports its goods and services. The liability includes $2.6 million recorded in the purchase price allocation for SHL. |
Changes_in_Accumulated_Element
Changes in Accumulated Elements of Other Comprehensive Income | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Changes in Accumulated Elements of Other Comprehensive Income | ' | ||||||||||||
Note 15. Changes in Accumulated Elements of Other Comprehensive Income | |||||||||||||
Accumulated elements of other comprehensive income (“AOCI”) is included in the stockholders’ equity section of the condensed consolidated balance sheets. It is comprised of items that have not been recognized in earnings but may be recognized in earnings in the future when certain events occur. Changes in each component of AOCI are as follows (in thousands): | |||||||||||||
Three Months Ended September 30, 2013 | Cash Flow Hedges, | Foreign Currency | Total | ||||||||||
Net of Tax | Translation | ||||||||||||
Adjustments | |||||||||||||
Balance, June 30, 2013 | $ | (169 | ) | $ | (10,496 | ) | $ | (10,665 | ) | ||||
Net unrealized gains | 478 | — | 478 | ||||||||||
Reclassification of gains into earnings | (109 | ) | — | (109 | ) | ||||||||
Net translation of investments in foreign operations | — | 25,331 | 25,331 | ||||||||||
Net translation of intra-entity loans | — | 14,583 | 14,583 | ||||||||||
Net change in Accumulated elements of other comprehensive income | 369 | 39,914 | 40,283 | ||||||||||
Balance, September 30, 2013 | $ | 200 | $ | 29,418 | $ | 29,618 | |||||||
Nine Months Ended September 30, 2013 | Cash Flow Hedges, | Foreign Currency | Total | ||||||||||
Net of Tax | Translation | ||||||||||||
Adjustments | |||||||||||||
Balance, December 31, 2012 | $ | 48 | $ | 27,617 | $ | 27,665 | |||||||
Net unrealized gains | (126 | ) | — | (126 | ) | ||||||||
Reclassification of gains into earnings | 278 | — | 278 | ||||||||||
Net translation of investments in foreign operations | — | 77 | 77 | ||||||||||
Net translation of intra-entity loans | — | 1,724 | 1,724 | ||||||||||
Net change in Accumulated elements of other comprehensive income | 152 | 1,801 | 1,953 | ||||||||||
Balance, September 30, 2013 | $ | 200 | $ | 29,418 | $ | 29,618 | |||||||
The translation impact of the intra-entity loans included in AOCI relates to those intercompany loans which the Company deems to be of a long-term investment nature. |
Segment_Information
Segment Information | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Information | ' | ||||||||||||||||
Note 16. Segment Information | |||||||||||||||||
The Company manages the business in two reportable segments: CEB and SHL Talent Measurement Solutions. | |||||||||||||||||
The CEB segment, which includes the Company’s historical business operations prior to the SHL acquisition, provides comprehensive data analysis, research, and advisory services that align to executive leadership roles and key recurring decisions. CEB’s products and services focus on several key corporate functions across a wide range of industries. The CEB segment also includes the operations of PDRI, a service provider of customized personnel assessment tools and services to various agencies of the US government. | |||||||||||||||||
The SHL Talent Measurement Solutions segment, which includes the operations of SHL (other than PDRI) that the Company acquired on August 2, 2012, provides cloud-based solutions for talent assessment and decision support as well as professional services that support those solutions, enabling client access to data, analytics and insights for assessing and managing employees and applicants. SHL Talent Measurement Solutions provides assessments that assist customers in determining potential candidates for employment and career planning as well as consulting services that are customizations to the assessments. | |||||||||||||||||
Management evaluates the performance of its operating segments based on segment Adjusted revenue, segment Adjusted EBITDA, and segment Adjusted EBITDA margin. The Company defines segment Adjusted revenue as segment revenue before the impact of the reduction of SHL Talent Measurement Solutions revenue recognized in the post-acquisition period to reflect the adjustment of deferred revenue at the SHL acquisition date to fair value. The Company defines segment Adjusted EBITDA as segment net income (loss) before loss from discontinued operations, net of provision for income taxes; interest expense, net; depreciation and amortization; provision for income taxes; the impact of the deferred revenue fair value adjustment; acquisition related costs; impairment loss; debt extinguishment costs; share-based compensation; costs associated with exit activities; restructuring costs; and gain on acquisition. Segment Adjusted EBITDA margin refers to segment Adjusted EBITDA as a percentage of segment Adjusted revenue. | |||||||||||||||||
Management uses these non-GAAP financial measures to evaluate and compare segment operating performance. These segment non-GAAP measures may be considered in addition to results prepared in accordance with GAAP, but they should not be considered a substitute for, or superior to, GAAP results. | |||||||||||||||||
Information for the Company’s reportable segments is as follows (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenue | |||||||||||||||||
CEB segment | $ | 158,709 | $ | 144,217 | $ | 463,666 | $ | 408,402 | |||||||||
SHL Talent Measurement Solutions segment | 43,026 | 20,532 | 132,951 | 20,532 | |||||||||||||
Total revenue | $ | 201,735 | $ | 164,749 | $ | 596,617 | $ | 428,934 | |||||||||
Adjusted revenue | |||||||||||||||||
CEB segment | $ | 158,709 | $ | 144,217 | $ | 463,666 | $ | 408,402 | |||||||||
SHL Talent Measurement Solutions segment | 44,393 | 28,918 | 141,777 | 28,918 | |||||||||||||
Total Adjusted revenue | $ | 203,102 | $ | 173,135 | $ | 605,443 | $ | 437,320 | |||||||||
Adjusted EBITDA | |||||||||||||||||
CEB segment | $ | 45,014 | $ | 42,455 | $ | 124,879 | $ | 111,562 | |||||||||
SHL Talent Measurement Solutions segment | 5,125 | 7,991 | 23,483 | 7,991 | |||||||||||||
Total Adjusted EBITDA | $ | 50,139 | $ | 50,446 | $ | 148,362 | $ | 119,553 | |||||||||
Adjusted EBITDA margin | |||||||||||||||||
CEB segment | 28.4 | % | 29.4 | % | 26.9 | % | 27.3 | % | |||||||||
SHL Talent Measurement Solutions segment | 11.5 | 27.6 | 16.6 | 27.6 | |||||||||||||
Total Adjusted EBITDA margin | 24.7 | % | 29.1 | % | 24.5 | % | 27.3 | % | |||||||||
Depreciation and amortization | |||||||||||||||||
CEB segment | $ | 6,964 | $ | 6,055 | $ | 21,256 | $ | 17,020 | |||||||||
SHL Talent Measurement Solutions segment | 8,323 | 5,241 | 23,520 | 5,241 | |||||||||||||
Total depreciation and amortization | $ | 15,287 | $ | 11,296 | $ | 44,776 | $ | 22,261 | |||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||
Goodwill | |||||||||||||||||
CEB segment | $ | 71,625 | $ | 94,286 | |||||||||||||
SHL Talent Measurement Solutions segment | 375,071 | 377,013 | |||||||||||||||
Total goodwill | $ | 446,696 | $ | 471,299 | |||||||||||||
Total assets | |||||||||||||||||
CEB segment | $ | 497,852 | $ | 563,829 | |||||||||||||
SHL Talent Measurement Solutions segment | 772,359 | 758,420 | |||||||||||||||
Total assets | $ | 1,270,211 | $ | 1,322,249 |
Recent_Accounting_Pronouncemen1
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Changes And Error Corrections [Abstract] | ' |
Comprehensive Income | ' |
Recently Adopted | |
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02, Comprehensive Income (Topic 220), Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update requires companies to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, companies are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. This update was effective for CEB in the first quarter of 2013 and will be applied prospectively. Other than requiring additional disclosures, adoption of this new guidance did not have a significant impact on the Company’s condensed consolidated financial statements. |
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Summary of Proforma Financial Information | ' | ||||||||
The following unaudited pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred on January 1, 2011 and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity (unaudited and in thousands): | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, 2012 | September 30, 2012 | ||||||||
Pro forma revenue | $ | 189,184 | 560,125 | ||||||
Pro forma net income | $ | 18,043 | 47,915 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||
Measurement of Financial Assets and Liabilities at Fair Value on Recurring Basis | ' | ||||||||||||||||||||||||
The Company has segregated all assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands): | |||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Financial assets | |||||||||||||||||||||||||
Cash and cash equivalents | $ | 77,847 | $ | — | $ | — | $ | 72,699 | $ | — | $ | — | |||||||||||||
Investments held through variable insurance products in a Rabbi Trust | — | 16,369 | — | — | 15,267 | — | |||||||||||||||||||
Forward currency exchange contracts | — | 590 | — | — | 111 | — | |||||||||||||||||||
Financial liabilities | |||||||||||||||||||||||||
Interest rate swap | — | 144 | — | — | — | — |
Accounts_Receivable_Net_Tables
Accounts Receivable, Net (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Receivables [Abstract] | ' | ||||||||
Summary of Accounts Receivable, Net | ' | ||||||||
Accounts receivable, net consists of the following (in thousands): | |||||||||
September 30, 2013 | December 31, 2012 | ||||||||
Billed | $ | 123,541 | $ | 178,117 | |||||
Unbilled | 62,070 | 63,891 | |||||||
185,611 | 242,008 | ||||||||
Allowance for uncollectible revenue | (1,741 | ) | (2,409 | ) | |||||
Accounts receivable, net | $ | 183,870 | $ | 239,599 | |||||
Goodwill_Tables
Goodwill (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Changes in Carrying Amount of Goodwill | ' | ||||||||
Changes in the carrying amount of goodwill are as follows (in thousands): | |||||||||
Nine Months Ended | Year Ended | ||||||||
September 30, 2013 | December 31, 2012 | ||||||||
Beginning of period | $ | 471,299 | $ | 29,492 | |||||
Goodwill acquired | — | 424,664 | |||||||
Purchase accounting adjustments | (1,400 | ) | 7,300 | ||||||
Impairment loss | (22,600 | ) | — | ||||||
Impact of foreign currency | (603 | ) | 9,843 | ||||||
Net goodwill, end of period | $ | 446,696 | $ | 471,299 | |||||
Accumulated impairment loss, end of period | $ | 22,600 | $ | — | |||||
Intangible_Assets_Net_Tables
Intangible Assets, Net (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Intangible Assets by Major Class | ' | ||||||||||||||||
Intangible assets, net at September 30, 2013 consist of the following (in thousands): | |||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Weighted-Average | ||||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||
Period (in years) | |||||||||||||||||
Customer relationships | $ | 193,636 | $ | 24,789 | $ | 168,847 | 12.2 | ||||||||||
Acquired intellectual property | 97,080 | 16,294 | 80,786 | 13.7 | |||||||||||||
Trade names | 64,823 | 6,598 | 58,225 | 13.4 | |||||||||||||
Software | 11,044 | 5,354 | 5,690 | 1.7 | |||||||||||||
Total | $ | 366,583 | $ | 53,035 | $ | 313,548 | 12.6 | ||||||||||
Intangible assets, net at December 31, 2012 consist of the following (in thousands): | |||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Weighted-Average | ||||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||
Period (in years) | |||||||||||||||||
Customer relationships | $ | 191,348 | $ | 12,731 | $ | 178,617 | 12.8 | ||||||||||
Acquired intellectual property | 95,012 | 7,984 | 87,028 | 14.4 | |||||||||||||
Trade names | 64,082 | 2,910 | 61,172 | 14.1 | |||||||||||||
Software | 10,877 | 2,503 | 8,374 | 2.4 | |||||||||||||
Total | $ | 361,319 | $ | 26,128 | $ | 335,191 | 13.2 | ||||||||||
Intangible Assets Expected Future Amortization Expense | ' | ||||||||||||||||
Future expected amortization of intangible assets at September 30, 2013 is as follows (in thousands): | |||||||||||||||||
2013 (1) | $ | 9,070 | |||||||||||||||
2014 | 34,324 | ||||||||||||||||
2015 | 31,485 | ||||||||||||||||
2016 | 28,379 | ||||||||||||||||
2017 | 27,754 | ||||||||||||||||
Thereafter | 182,536 | ||||||||||||||||
Total | $ | 313,548 | |||||||||||||||
-1 | For the three months ended December 31, 2013 |
Other_Liabilities_Tables
Other Liabilities (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||
Other Liabilities | ' | ||||||||
Other liabilities consist of the following (in thousands): | |||||||||
September 30, 2013 | December 31, 2012 | ||||||||
Deferred compensation | $ | 15,238 | $ | 12,397 | |||||
Lease incentives | 33,823 | 28,816 | |||||||
Deferred rent benefit | 32,738 | 28,351 | |||||||
Deferred revenue – long term | 11,676 | 10,523 | |||||||
Other | 18,456 | 18,554 | |||||||
Total other liabilities | $ | 111,931 | $ | 98,641 | |||||
Senior_Secured_Credit_Faciliti1
Senior Secured Credit Facilities (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Future Minimum Payments on Senior Secured Credit Facility | ' | ||||
The future minimum payments for the Term A-1 Loans are as follows for the years ended December 31st (in thousands): | |||||
2013 (1) | $ | 2,687 | |||
2014 | 10,750 | ||||
2015 | 15,750 | ||||
2016 | 20,750 | ||||
2017 | 20,750 | ||||
2018 | 450,000 | ||||
Total principal payments | $ | 520,687 | |||
-1 | For the three months ended December 31, 2013. |
Stockholders_Equity_and_ShareB1
Stockholders' Equity and Share-Based Compensation (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||
Summarization of Changes in Restricted Stock Units | ' | ||||||||
The following table summarizes the changes in RSUs: | |||||||||
Nine Months Ended September 30, 2013 | |||||||||
Number | Weighted Average | ||||||||
of RSUs | Grant Date Fair | ||||||||
Value | |||||||||
Non-vested, beginning of year | 788,725 | $ | 34.34 | ||||||
Granted | 319,709 | 56.63 | |||||||
Forfeited | (31,931 | ) | 46.05 | ||||||
Vested | (311,206 | ) | 28.94 | ||||||
Non-vested, end of period | 765,297 | $ | 46.58 | ||||||
Summary of Changes in Performance Based Stock Awards | ' | ||||||||
The following table summarizes the changes in PSAs: | |||||||||
Nine Months Ended September 30, 2013 | |||||||||
Number | Weighted Average | ||||||||
of PSAs | Grant Date Fair | ||||||||
Value | |||||||||
Non-vested, beginning of year | 32,834 | $ | 41.87 | ||||||
Granted | 27,805 | 56.15 | |||||||
Forfeited | — | — | |||||||
Vested | — | — | |||||||
Non-vested, end of period | 60,639 | $ | 48.62 | ||||||
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||
Fair Value of Designated and Not Designated Derivative Hedging Instruments | ' | ||||||||||||||||||
The fair value of derivative instruments on the Company’s condensed consolidated balance sheets are as follows (in thousands): | |||||||||||||||||||
Balance Sheet Location | September 30, | December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||
Asset derivatives | |||||||||||||||||||
Prepaid expenses and other current assets | $ | 590 | $ | 111 | |||||||||||||||
Liability derivatives | |||||||||||||||||||
Accounts payable and accrued liabilities | $ | 144 | $ | — | |||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||
Asset derivatives | |||||||||||||||||||
Prepaid expenses and other current assets | $ | — | $ | 14 | |||||||||||||||
Liability derivatives | |||||||||||||||||||
Accounts payable and accrued expenses | $ | — | $ | 9 | |||||||||||||||
Pre-tax Effect of Derivative Instruments | ' | ||||||||||||||||||
The pre-tax effect of the derivative instruments on the Company’s condensed consolidated statements of income (loss) is as follows (in thousands): | |||||||||||||||||||
Location of Gain (Loss) | Amount of Gain (Loss) Reclassified | Derivatives in Cash Flow | Amount of Gain (Loss) | ||||||||||||||||
Reclassified from Accumulated | from Accumulated OCI into Income | Hedging Relationships | Recognized in OCI on Derivative | ||||||||||||||||
OCI into Income | (Effective portion) | (Effective portion) | |||||||||||||||||
(Effective portion) | |||||||||||||||||||
Three Months Ended | Nine Months Ended | Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, 2013 | September 30, 2013 | September 30, 2013 | September 30, 2013 | ||||||||||||||||
Cost of services | $ | 81 | (209 | ) | Forward currency contracts | $ | 940 | $ | (67 | ) | |||||||||
Member relations and marketing | 67 | (173 | ) | Interest rate swap | $ | (144 | ) | $ | (144 | ) | |||||||||
General & administrative | 32 | (84 | ) | ||||||||||||||||
Total | $ | 180 | (466 | ) | |||||||||||||||
Location of Gain (Loss) | Amount of Gain (Loss) Reclassified | Derivatives in Cash Flow | Amount of Gain (Loss) | ||||||||||||||||
Reclassified from Accumulated | from Accumulated OCI into Income | Hedging Relationships | Recognized in OCI on Derivative | ||||||||||||||||
OCI into Income | (Effective portion) | (Effective portion) | |||||||||||||||||
(Effective portion) | |||||||||||||||||||
Three Months Ended | Nine Months Ended | Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, 2012 | September 30, 2012 | September 30, 2012 | September 30, 2012 | ||||||||||||||||
Cost of services | $ | 91 | $ | 136 | Forward currency contracts | $ | 361 | $ | 701 | ||||||||||
Member relations and marketing | 75 | 113 | Interest rate swap | $ | — | $ | — | ||||||||||||
General & administrative | 36 | 54 | |||||||||||||||||
Total | $ | 202 | $ | 303 | |||||||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Reconciliation of Basic to Diluted Weighted Average Common Shares Outstanding | ' | ||||||||||||||||
A reconciliation of basic to diluted weighted average common shares outstanding is as follows (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Basic weighted average common shares outstanding | 33,597 | 33,546 | 33,519 | 33,460 | |||||||||||||
Effect of dilutive common shares outstanding | 336 | 317 | 380 | 349 | |||||||||||||
Diluted weighted average common shares outstanding | 33,933 | 33,863 | 33,899 | 33,809 | |||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Future Minimum Rental Payments under Non-Cancelable Operating Leases and Future Minimum Receipts under Subleases | ' | ||||||||||||||||||||||||||||
Future minimum rental payments under non-cancelable operating leases and future minimum receipts under subleases, excluding executory costs, are as follows at September 30, 2013: | |||||||||||||||||||||||||||||
Total | 2013* | YE 2014 | YE 2015 | YE 2016 | YE 2017 | Thereafter | |||||||||||||||||||||||
Operating lease obligations | $ | 614,725 | $ | 11,433 | $ | 49,523 | $ | 49,393 | $ | 49,570 | $ | 47,347 | $ | 407,459 | |||||||||||||||
Sublease receipts | (287,226 | ) | (3,569 | ) | (17,521 | ) | (20,171 | ) | (20,653 | ) | (21,597 | ) | (203,715 | ) | |||||||||||||||
Total net lease obligations | $ | 327,499 | $ | 7,864 | $ | 32,002 | $ | 29,222 | $ | 28,917 | $ | 25,750 | $ | 203,744 | |||||||||||||||
* | For the three months ended December 31, 2013. |
Changes_in_Accumulated_Element1
Changes in Accumulated Elements of Other Comprehensive Income (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Schedule of Changes in Accumulated Balances of Each Component of Other Comprehensive Income | ' | ||||||||||||
Changes in each component of AOCI are as follows (in thousands): | |||||||||||||
Three Months Ended September 30, 2013 | Cash Flow Hedges, | Foreign Currency | Total | ||||||||||
Net of Tax | Translation | ||||||||||||
Adjustments | |||||||||||||
Balance, June 30, 2013 | $ | (169 | ) | $ | (10,496 | ) | $ | (10,665 | ) | ||||
Net unrealized gains | 478 | — | 478 | ||||||||||
Reclassification of gains into earnings | (109 | ) | — | (109 | ) | ||||||||
Net translation of investments in foreign operations | — | 25,331 | 25,331 | ||||||||||
Net translation of intra-entity loans | — | 14,583 | 14,583 | ||||||||||
Net change in Accumulated elements of other comprehensive income | 369 | 39,914 | 40,283 | ||||||||||
Balance, September 30, 2013 | $ | 200 | $ | 29,418 | $ | 29,618 | |||||||
Nine Months Ended September 30, 2013 | Cash Flow Hedges, | Foreign Currency | Total | ||||||||||
Net of Tax | Translation | ||||||||||||
Adjustments | |||||||||||||
Balance, December 31, 2012 | $ | 48 | $ | 27,617 | $ | 27,665 | |||||||
Net unrealized gains | (126 | ) | — | (126 | ) | ||||||||
Reclassification of gains into earnings | 278 | — | 278 | ||||||||||
Net translation of investments in foreign operations | — | 77 | 77 | ||||||||||
Net translation of intra-entity loans | — | 1,724 | 1,724 | ||||||||||
Net change in Accumulated elements of other comprehensive income | 152 | 1,801 | 1,953 | ||||||||||
Balance, September 30, 2013 | $ | 200 | $ | 29,418 | $ | 29,618 | |||||||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of Company's Reportable Segments | ' | ||||||||||||||||
Information for the Company’s reportable segments is as follows (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenue | |||||||||||||||||
CEB segment | $ | 158,709 | $ | 144,217 | $ | 463,666 | $ | 408,402 | |||||||||
SHL Talent Measurement Solutions segment | 43,026 | 20,532 | 132,951 | 20,532 | |||||||||||||
Total revenue | $ | 201,735 | $ | 164,749 | $ | 596,617 | $ | 428,934 | |||||||||
Adjusted revenue | |||||||||||||||||
CEB segment | $ | 158,709 | $ | 144,217 | $ | 463,666 | $ | 408,402 | |||||||||
SHL Talent Measurement Solutions segment | 44,393 | 28,918 | 141,777 | 28,918 | |||||||||||||
Total Adjusted revenue | $ | 203,102 | $ | 173,135 | $ | 605,443 | $ | 437,320 | |||||||||
Adjusted EBITDA | |||||||||||||||||
CEB segment | $ | 45,014 | $ | 42,455 | $ | 124,879 | $ | 111,562 | |||||||||
SHL Talent Measurement Solutions segment | 5,125 | 7,991 | 23,483 | 7,991 | |||||||||||||
Total Adjusted EBITDA | $ | 50,139 | $ | 50,446 | $ | 148,362 | $ | 119,553 | |||||||||
Adjusted EBITDA margin | |||||||||||||||||
CEB segment | 28.4 | % | 29.4 | % | 26.9 | % | 27.3 | % | |||||||||
SHL Talent Measurement Solutions segment | 11.5 | 27.6 | 16.6 | 27.6 | |||||||||||||
Total Adjusted EBITDA margin | 24.7 | % | 29.1 | % | 24.5 | % | 27.3 | % | |||||||||
Depreciation and amortization | |||||||||||||||||
CEB segment | $ | 6,964 | $ | 6,055 | $ | 21,256 | $ | 17,020 | |||||||||
SHL Talent Measurement Solutions segment | 8,323 | 5,241 | 23,520 | 5,241 | |||||||||||||
Total depreciation and amortization | $ | 15,287 | $ | 11,296 | $ | 44,776 | $ | 22,261 | |||||||||
Reconciliation of Segment Assets to Total Assets | ' | ||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||
Goodwill | |||||||||||||||||
CEB segment | $ | 71,625 | $ | 94,286 | |||||||||||||
SHL Talent Measurement Solutions segment | 375,071 | 377,013 | |||||||||||||||
Total goodwill | $ | 446,696 | $ | 471,299 | |||||||||||||
Total assets | |||||||||||||||||
CEB segment | $ | 497,852 | $ | 563,829 | |||||||||||||
SHL Talent Measurement Solutions segment | 772,359 | 758,420 | |||||||||||||||
Total assets | $ | 1,270,211 | $ | 1,322,249 | |||||||||||||
Nature_of_Business_and_Basis_o1
Nature of Business and Basis of Presentation - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Executives | |
Accounting Policies [Abstract] | ' |
Number of executive members | 15,000 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Aug. 02, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 29, 2012 | Aug. 02, 2012 | Aug. 02, 2012 | |
Entity | Entity | Subsequent Event [Member] | SHL [Member] | SHL [Member] | SHL [Member] | SHL [Member] | Valtera Corporation [Member] | SHL and PDRI [Member] | PDRI [Member] | ||
Investment | |||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company's investment | $3,900,000 | $11,213,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of investment | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying value of company's investment | 14,600,000 | 14,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of private entities of investment | 2 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity interests in acquiree | ' | ' | ' | ' | 100.00% | ' | ' | ' | 100.00% | ' | ' |
Approximate purchase price | ' | ' | ' | ' | 654,000,000 | ' | ' | ' | ' | ' | ' |
Initial cash payment to acquire business | ' | ' | ' | ' | 121,000,000 | ' | ' | ' | 22,400,000 | ' | ' |
Net tangible liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 81,400,000 | ' |
Other intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 323,200,000 | ' |
Goodwill | ' | ' | ' | ' | 358,800,000 | ' | ' | ' | 11,400,000 | 412,400,000 | 53,600,000 |
Preliminary allocation to goodwill at acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | 406,500,000 | ' |
Deferred tax assets and liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,900,000 | ' |
Deferred tax liability | ' | ' | ' | ' | 89,500,000 | ' | ' | ' | ' | ' | ' |
Reduction in deferred revenue from historical cost to fair value | ' | ' | ' | ' | 34,000,000 | ' | ' | ' | ' | ' | ' |
Deferred revenue amount recognized | ' | 8,900,000 | 17,100,000 | 8,000,000 | ' | ' | ' | ' | ' | ' | ' |
Proforma deferred revenue | ' | ' | ' | ' | ' | 34,000,000 | 8,000,000 | 26,000,000 | ' | ' | ' |
Cash acquired in business acquisition | ' | ' | ' | ' | ' | ' | ' | ' | 1,900,000 | ' | ' |
Intangible assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | $8,800,000 | ' | ' |
Weighted average amortization period of acquired intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | '6 years | ' | ' |
Acquisitions_Summary_of_Profor
Acquisitions - Summary of Proforma Financial Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2012 |
Business Combinations [Abstract] | ' | ' |
Pro forma revenue | $189,184 | $560,125 |
Pro forma net income | $18,043 | $47,915 |
Fair_Value_Measurements_Measur
Fair Value Measurements - Measurement of Financial Assets and Liabilities at Fair Value on Recurring Basis (Detail) (Fair Value, Measurements, Recurring [Member], USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Level 1 [Member] | ' | ' |
Financial assets | ' | ' |
Cash and cash equivalents | $77,847 | $72,699 |
Level 2 [Member] | ' | ' |
Financial assets | ' | ' |
Investments held through variable insurance products in a Rabbi Trust | 16,369 | 15,267 |
Level 2 [Member] | Forward Currency Contracts [Member] | ' | ' |
Financial assets | ' | ' |
Forward currency exchange contracts | 590 | 111 |
Level 2 [Member] | Interest Rate Swap [Member] | ' | ' |
Financial liabilities | ' | ' |
Interest rate swap | 144 | ' |
Level 3 [Member] | ' | ' |
Financial assets | ' | ' |
Cash and cash equivalents | ' | ' |
Investments held through variable insurance products in a Rabbi Trust | ' | ' |
Level 3 [Member] | Forward Currency Contracts [Member] | ' | ' |
Financial assets | ' | ' |
Forward currency exchange contracts | ' | ' |
Level 3 [Member] | Interest Rate Swap [Member] | ' | ' |
Financial liabilities | ' | ' |
Interest rate swap | ' | ' |
Accounts_Receivable_Net_Summar
Accounts Receivable, Net - Summary of Accounts Receivable, Net (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable, gross | $185,611 | $242,008 |
Allowance for uncollectible revenue | -1,741 | -2,409 |
Accounts receivable, net | 183,870 | 239,599 |
Billed [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable, gross | 123,541 | 178,117 |
Unbilled [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable, gross | $62,070 | $63,891 |
Goodwill_Changes_in_Carrying_A
Goodwill - Changes in Carrying Amount of Goodwill (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' |
Beginning of period | ' | $471,299 | $29,492 |
Goodwill acquired | ' | ' | 424,664 |
Purchase accounting adjustments | ' | -1,400 | 7,300 |
Impairment loss | -22,600 | -22,600 | ' |
Impact of foreign currency | ' | -603 | 9,843 |
Net goodwill, end of period | 446,696 | 446,696 | 471,299 |
Accumulated impairment loss, end of period | $22,600 | $22,600 | ' |
Goodwill_Additional_Informatio
Goodwill - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
PDRI [Member] | SHL [Member] | SHL [Member] | SHL [Member] | Income Approach Valuation Technique [Member] | Income Approach Valuation Technique [Member] | Market Approach Valuation Technique [Member] | Market Approach Valuation Technique [Member] | ||||
PDRI [Member] | SHL [Member] | Minimum [Member] | Maximum [Member] | ||||||||
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
After-tax goodwill impairment | $22,600,000 | ' | ' | $31,000,000 | ' | ' | ' | ' | ' | ' | ' |
Assumed discount rate | ' | ' | ' | ' | ' | ' | ' | 15.50% | 13.00% | ' | ' |
Increase in discount rate | ' | ' | ' | 1.00% | ' | 1.00% | ' | ' | ' | ' | ' |
Decrease in estimated fair value | ' | ' | ' | 4,000,000 | ' | 26,000,000 | ' | ' | ' | ' | ' |
Carrying value of reporting unit | ' | ' | ' | ' | 600,000,000 | 600,000,000 | ' | ' | ' | ' | ' |
Goodwill | 446,696,000 | 471,299,000 | 29,492,000 | ' | 375,071,000 | 375,071,000 | 377,013,000 | ' | ' | ' | ' |
Amortizable intangible assets | ' | ' | ' | ' | 269,000,000 | 269,000,000 | ' | ' | ' | ' | ' |
Percentage exceeded in estimated value over carrying value | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' |
Range of revenue multiples utilized by the company | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.75 | 3.25 |
Range of EBITDA multiples utilized by the company | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 | 12 |
Decrease in the selected market multiples | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' |
Decrease in estimated fair value | ' | ' | ' | ' | ' | $15,000,000 | ' | ' | ' | ' | ' |
Intangible_Assets_Net_Schedule
Intangible Assets, Net - Schedule of Intangible Assets by Major Class (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $366,583 | $361,319 |
Accumulated Amortization | 53,035 | 26,128 |
Net Carrying Amount | 313,548 | 335,191 |
Weighted-Average Amortization Period (in years) | '12 years 7 months 6 days | '13 years 2 months 12 days |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 193,636 | 191,348 |
Accumulated Amortization | 24,789 | 12,731 |
Net Carrying Amount | 168,847 | 178,617 |
Weighted-Average Amortization Period (in years) | '12 years 2 months 12 days | '12 years 9 months 18 days |
Acquired Intellectual Property [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 97,080 | 95,012 |
Accumulated Amortization | 16,294 | 7,984 |
Net Carrying Amount | 80,786 | 87,028 |
Weighted-Average Amortization Period (in years) | '13 years 8 months 12 days | '14 years 4 months 24 days |
Trade Names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 64,823 | 64,082 |
Accumulated Amortization | 6,598 | 2,910 |
Net Carrying Amount | 58,225 | 61,172 |
Weighted-Average Amortization Period (in years) | '13 years 4 months 24 days | '14 years 1 month 6 days |
Software [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 11,044 | 10,877 |
Accumulated Amortization | 5,354 | 2,503 |
Net Carrying Amount | $5,690 | $8,374 |
Weighted-Average Amortization Period (in years) | '1 year 8 months 12 days | '2 years 4 months 24 days |
Intangible_Assets_Net_Addition
Intangible Assets, Net - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Amortization expense | $8.70 | $6.40 | $26.10 | $9.30 |
Intangible_Assets_Net_Intangib
Intangible Assets, Net - Intangible Assets Expected Future Amortization Expense (Detail) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
2013 | $9,070 |
2014 | 34,324 |
2015 | 31,485 |
2016 | 28,379 |
2017 | 27,754 |
Thereafter | 182,536 |
Total | $313,548 |
Other_Liabilities_Other_Liabil
Other Liabilities - Other Liabilities (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ' | ' |
Deferred compensation | $15,238 | $12,397 |
Lease incentives | 33,823 | 28,816 |
Deferred rent benefit | 32,738 | 28,351 |
Deferred revenue - long term | 11,676 | 10,523 |
Other | 18,456 | 18,554 |
Total other liabilities | $111,931 | $98,641 |
Senior_Secured_Credit_Faciliti2
Senior Secured Credit Facilities - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Aug. 02, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 02, 2012 | Jan. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 02, 2013 | Aug. 02, 2013 | Aug. 02, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Leverage Ratio Range One [Member] | Leverage Ratio Range Two [Member] | Maximum [Member] | Minimum [Member] | Term Facilities [Member] | Refinancing of Debt [Member] | Term Loan A Facility [Member] | Term Loan B Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility Second Amendment [Member] | Revolving Credit Facility Third Amendment [Member] | Refinancing Term A-1 Loans [Member] | Incremental Term A-1 Loans and Refinancing Term A-1 Loans [Member] | Tranche A Revolving Loans [Member] | Tranche A Revolving Loans [Member] | Term A-1 Loans [Member] | Term A-1 Loans [Member] | ||||||
Base Rate [Member] | Eurodollar [Member] | ||||||||||||||||||||||||
Schedule Of Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | ' | ' | ' | $200,000,000 | ' | ' | ' | ' | ' | ' | $275,000,000 | $250,000,000 | ' | ' | ' | $100,000,000 | ' | ' | $269,600,000 | $253,800,000 | $100,000,000 | ' | ' | ' |
Credit facility maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2-Aug-17 | 2-Aug-19 | ' | ' | ' | 2-Aug-17 | ' | ' | ' | ' | ' | ' | 2-Aug-18 | ' |
Line of credit facility, initiation date | ' | ' | 2-Jul-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, amendment date | ' | ' | 18-Jul-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Aug-12 | 2-Aug-13 | ' | ' | ' | ' | ' | ' |
Amount drawn from revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit covered by revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of principal amount under revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest paid | 5,400,000 | 2,600,000 | 16,200,000 | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trigger mandatory prepayments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' |
Trigger mandatory prepayments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' |
Annual interest rate on the Senior Secured Credit Facilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' | 2.25% |
Leverage ration triggering mandatory prepayments | ' | ' | ' | ' | ' | '2.0x or higher | '2.5x or higher | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trigger mandatory prepayments | ' | ' | ' | ' | ' | 25.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual interest rate on the senior secured credit facilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.43% | ' |
Amortization expense for loan origination fees and deferred financing cost | 700,000 | 500,000 | 2,308,000 | 518,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage change in present value of future cash flows between investment | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan origination fee and deferred financing costs | 12,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | 10,600,000 | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt extinguishment costs | ' | ' | 6,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write off loan origination fee and deferred financing cost | ' | ' | 4,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt modification expenses | ' | ' | $1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior_Secured_Credit_Faciliti3
Senior Secured Credit Facilities - Future Minimum Payments on Senior Secured Credit Facility (Detail) (Term A-1 Loans [Member], USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Term A-1 Loans [Member] | ' |
Schedule Of Debt [Line Items] | ' |
2013 | $2,687 |
2014 | 10,750 |
2015 | 15,750 |
2016 | 20,750 |
2017 | 20,750 |
2018 | 450,000 |
Total principal payments | $520,687 |
Stockholders_Equity_and_ShareB2
Stockholders' Equity and Share-Based Compensation - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Jul. 26, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Nov. 07, 2013 | Sep. 30, 2013 | |
Subsequent Event [Member] | Performance Based Stock Awards (PSAs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period for share based compensation awards | ' | ' | ' | ' | ' | '4 years | ' | ' | '3 years |
Recognized total share-based compensation costs | ' | ' | ' | $3,300,000 | $2,500,000 | $9,123,000 | $6,717,000 | ' | ' |
Total unrecognized share-based compensation cost which is expected to be recognized | 30,700,000 | ' | ' | 30,700,000 | ' | 30,700,000 | ' | ' | ' |
Total compensation cost not yet recognized, period for recognition | ' | ' | ' | ' | ' | '1 year 6 months | ' | ' | ' |
Dividend paid in cash | 7,500,000 | ' | ' | ' | ' | 22,624,000 | 17,570,000 | ' | ' |
Cash dividend declared per share | ' | $0.23 | ' | ' | ' | ' | ' | $0.23 | ' |
Dividend date of record | ' | ' | ' | ' | ' | 13-Dec-13 | ' | ' | ' |
Dividend payment date | ' | ' | ' | ' | ' | 31-Dec-13 | ' | ' | ' |
Additional authorization of common stock repurchase | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' |
Number of shares repurchased | ' | ' | ' | ' | ' | 48,100 | ' | ' | ' |
Cost of shares repurchased | ' | ' | ' | ' | ' | $2,800,000 | ' | ' | ' |
Stockholders_Equity_and_ShareB3
Stockholders' Equity and Share-Based Compensation - Summarization of Changes in Restricted Stock Units (Detail) (Restricted Stock Units (RSUs) [Member], USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Restricted Stock Units (RSUs) [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number of Stock Units/Awards, Non-vested, beginning of year | 788,725 |
Number of Restricted Stock Units, Granted | 319,709 |
Number of Restricted Stock Units, Forfeited | -31,931 |
Number of Restricted Stock Units, Vested | -311,206 |
Number of Stock Units/Awards, Non-vested, end of period | 765,297 |
Weighted Average Grant Date Fair Value, Non-vested, beginning of year | $34.34 |
Weighted Average Grant Date Fair Value, Granted | $56.63 |
Weighted Average Grant Date Fair Value, Forfeited | $46.05 |
Weighted Average Grant Date Fair Value, Vested | $28.94 |
Weighted Average Grant Date Fair Value, Non-vested, end of period | $46.58 |
Stockholders_Equity_and_ShareB4
Stockholders' Equity and Share-Based Compensation - Summary of Changes in Performance Based Stock Awards (Detail) (Performance Based Stock Awards (PSAs) [Member], USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Performance Based Stock Awards (PSAs) [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number of Stock Units/Awards, Non-vested, beginning of year | 32,834 |
Number of Performance Based Stock Awards, Granted | 27,805 |
Number of Performance Based Stock Awards, Forfeited | ' |
Number of Performance Based Stock Awards, Vested | ' |
Number of Stock Units/Awards, Non-vested, end of period | 60,639 |
Weighted Average Grant Date Fair Value, Non-vested, beginning of year | $41.87 |
Weighted Average Grant Date Fair Value, Granted | $56.15 |
Weighted Average Grant Date Fair Value, Forfeited | ' |
Weighted Average Grant Date Fair Value, Vested | ' |
Weighted Average Grant Date Fair Value, Non-vested, end of period | $48.62 |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities - Additional Information (Detail) | 9 Months Ended | 9 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 27, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Term A-1 Loans [Member] | Interest Rate Swap [Member] | Subsequent Event [Member] | Foreign Currency Hedge [Member] | Forward Currency Contracts [Member] | Forward Currency Contracts [Member] | |
USD ($) | Interest Rate Swap [Member] | GBP (£) | GBP (£) | |||
USD ($) | ||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' |
Interest rate swap arrangement, notional amount | ' | $55 | $220 | ' | ' | ' |
Interest rate swap arrangement, amortized notional amount | ' | 46.4 | ' | ' | ' | ' |
Credit facility maturity date | 2-Aug-18 | ' | ' | ' | ' | ' |
Interest payments on the hedged debt | ' | 1.35% | ' | ' | ' | ' |
Maximum length of hedging exposed to variability of future cash flows | ' | ' | ' | '12 months | ' | ' |
Notional amount of outstanding forward currency contracts | ' | ' | ' | ' | £ 8 | £ 10.4 |
Derivative_Instruments_and_Hed3
Derivative Instruments and Hedging Activities - Fair Value of Designated and Not Designated Derivative Hedging Instruments (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Prepaid Expenses and Other Current Assets [Member] | Derivatives Designated as Hedging Instruments [Member] | ' | ' |
Asset derivatives | ' | ' |
Prepaid expenses and other current assets | $590 | $111 |
Prepaid Expenses and Other Current Assets [Member] | Derivatives Not Designated as Hedging Instrument [Member] | ' | ' |
Asset derivatives | ' | ' |
Prepaid expenses and other current assets | ' | 14 |
Accounts Payable and Accrued Liabilities [Member] | Derivatives Designated as Hedging Instruments [Member] | ' | ' |
Liability derivatives | ' | ' |
Accounts payable and accrued expenses | 144 | ' |
Accounts Payable and Accrued Liabilities [Member] | Derivatives Not Designated as Hedging Instrument [Member] | ' | ' |
Liability derivatives | ' | ' |
Accounts payable and accrued expenses | ' | $9 |
Derivative_Instruments_and_Hed4
Derivative Instruments and Hedging Activities - Pre-tax Effect of Derivative Instruments (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | $180 | $202 | ($466) | $303 |
Forward Currency Contracts [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective portion) | 940 | 361 | -67 | 701 |
Interest Rate Swap [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective portion) | -144 | ' | -144 | ' |
Cost of Services [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | 81 | 91 | -209 | 136 |
Member Relations and Marketing [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | 67 | 75 | -173 | 113 |
General & Administrative [Member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | $32 | $36 | ($84) | $54 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Tax [Line Items] | ' | ' | ' | ' | ' |
Effective tax rate | ' | ' | ' | 39.20% | 47.20% |
Reduction in corporate tax rate | 20.00% | ' | ' | ' | ' |
Deferred tax liabilities, net | ' | $4,600,000 | ' | ' | ' |
Impairment loss of non-deductible goodwill | ' | 22,600,000 | ' | 22,600,000 | ' |
Income tax payments | ' | 10,500,000 | 16,200,000 | 36,800,000 | 27,600,000 |
Prepaid income taxes | ' | 17,000,000 | ' | 17,000,000 | ' |
PDRI [Member] | ' | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' | ' |
Impairment loss of non-deductible goodwill | ' | $22,600,000 | ' | ' | ' |
Earnings_Per_Share_Reconciliat
Earnings Per Share - Reconciliation of Basic to Diluted Weighted Average Common Shares Outstanding (Detail) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Basic weighted average common shares outstanding | 33,597 | 33,546 | 33,519 | 33,460 |
Effect of dilutive common shares outstanding | 336 | 317 | 380 | 349 |
Diluted weighted average common shares outstanding | 33,933 | 33,863 | 33,899 | 33,809 |
Earnings_Per_Share_Additional_
Earnings Per Share - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Anti-dilutive securities excluded from computation of earnings per share, amount | 0.3 | 0.7 | 0.4 | 0.9 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Future Minimum Rental Payments under Non-Cancelable Operating Leases and Future Minimum Receipts under Subleases (Detail) (USD $) | Sep. 30, 2013 |
Commitments And Contingencies Disclosure [Abstract] | ' |
Operating lease obligations, Total | $614,725 |
Sublease receipts, Total | -287,226 |
Total net lease obligations, Total | 327,499 |
Operating lease obligations, YE 2013 | 11,433 |
Sublease receipts, YE 2013 | -3,569 |
Total net lease obligations, YE 2013 | 7,864 |
Operating lease obligations, YE 2014 | 49,523 |
Sublease receipts, YE 2014 | -17,521 |
Total net lease obligations, YE 2014 | 32,002 |
Operating lease obligations, YE 2015 | 49,393 |
Sublease receipts, YE 2015 | -20,171 |
Total net lease obligations, YE 2015 | 29,222 |
Operating lease obligations, YE 2016 | 49,570 |
Sublease receipts, YE 2016 | -20,653 |
Total net lease obligations, YE 2016 | 28,917 |
Operating lease obligations, YE 2017 | 47,347 |
Sublease receipts, YE 2017 | -21,597 |
Total net lease obligations, YE 2017 | 25,750 |
Operating lease obligations, Thereafter | 407,459 |
Sublease receipts, Thereafter | -203,715 |
Total net lease obligations, Thereafter | $203,744 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
sqft | SHL [Member] | Sales [Member] | Sales [Member] | ||
Commitments Contingencies And Guarantees [Line Items] | ' | ' | ' | ' | ' |
Leased office facilities expiration date | 31-Jan-28 | 31-Dec-28 | ' | ' | ' |
Additional office space rented | 32,000 | ' | ' | ' | ' |
Additional amount received for duration of sublease | $21.50 | ' | ' | ' | ' |
Certain sales liabilities | ' | ' | ' | 5.8 | 5.8 |
Liability of purchase price allocation for SHL | ' | ' | $2.60 | ' | ' |
Changes_in_Accumulated_Element2
Changes in Accumulated Elements of Other Comprehensive Income - Schedule of Changes in Accumulated Balances of Each Component of Other Comprehensive Income (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 |
Accumulated Other Comprehensive Income Loss [Line Items] | ' | ' |
Beginning balance | ($10,665) | $27,665 |
Net unrealized gains | 478 | -126 |
Reclassification of gains into earnings | -109 | 278 |
Net translation of investments in foreign operations | 25,331 | 77 |
Net translation of intra-entity loans | 14,583 | 1,724 |
Net change in Accumulated elements of other comprehensive income | 40,283 | 1,953 |
Ending balance | 29,618 | 29,618 |
Cash Flow Hedges, Net of Tax [Member] | ' | ' |
Accumulated Other Comprehensive Income Loss [Line Items] | ' | ' |
Beginning balance | -169 | 48 |
Net unrealized gains | 478 | -126 |
Reclassification of gains into earnings | -109 | 278 |
Net change in Accumulated elements of other comprehensive income | 369 | 152 |
Ending balance | 200 | 200 |
Foreign Currency Translation Adjustments [Member] | ' | ' |
Accumulated Other Comprehensive Income Loss [Line Items] | ' | ' |
Beginning balance | -10,496 | 27,617 |
Net translation of investments in foreign operations | 25,331 | 77 |
Net translation of intra-entity loans | 14,583 | 1,724 |
Net change in Accumulated elements of other comprehensive income | 39,914 | 1,801 |
Ending balance | $29,418 | $29,418 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reportable segments | 2 |
Segment_Information_Schedule_o
Segment Information - Schedule of Company's Reportable Segments (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue | ' | ' | ' | ' |
Total revenue | $201,735 | $164,749 | $596,617 | $428,934 |
Adjusted revenue | ' | ' | ' | ' |
Total Adjusted revenue | 203,102 | 173,135 | 605,443 | 437,320 |
Adjusted EBITDA | ' | ' | ' | ' |
Total Adjusted EBITDA | 50,139 | 50,446 | 148,362 | 119,553 |
Adjusted EBITDA margin | ' | ' | ' | ' |
Total Adjusted EBITDA margin | 24.70% | 29.10% | 24.50% | 27.30% |
Depreciation and amortization | ' | ' | ' | ' |
Total depreciation and amortization | 15,287 | 11,296 | 44,776 | 22,261 |
CEB [Member] | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' |
Total revenue | 158,709 | 144,217 | 463,666 | 408,402 |
Adjusted revenue | ' | ' | ' | ' |
Total Adjusted revenue | 158,709 | 144,217 | 463,666 | 408,402 |
Adjusted EBITDA | ' | ' | ' | ' |
Total Adjusted EBITDA | 45,014 | 42,455 | 124,879 | 111,562 |
Adjusted EBITDA margin | ' | ' | ' | ' |
Total Adjusted EBITDA margin | 28.40% | 29.40% | 26.90% | 27.30% |
Depreciation and amortization | ' | ' | ' | ' |
Total depreciation and amortization | 6,964 | 6,055 | 21,256 | 17,020 |
SHL [Member] | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' |
Total revenue | 43,026 | 20,532 | 132,951 | 20,532 |
Adjusted revenue | ' | ' | ' | ' |
Total Adjusted revenue | 44,393 | 28,918 | 141,777 | 28,918 |
Adjusted EBITDA | ' | ' | ' | ' |
Total Adjusted EBITDA | 5,125 | 7,991 | 23,483 | 7,991 |
Adjusted EBITDA margin | ' | ' | ' | ' |
Total Adjusted EBITDA margin | 11.50% | 27.60% | 16.60% | 27.60% |
Depreciation and amortization | ' | ' | ' | ' |
Total depreciation and amortization | $8,323 | $5,241 | $23,520 | $5,241 |
Segment_Information_Reconcilia
Segment Information - Reconciliation of Segment Assets to Total Assets (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Goodwill | ' | ' | ' |
Total goodwill | $446,696 | $471,299 | $29,492 |
Assets | ' | ' | ' |
Total assets | 1,270,211 | 1,322,249 | ' |
CEB [Member] | ' | ' | ' |
Goodwill | ' | ' | ' |
Total goodwill | 71,625 | 94,286 | ' |
Assets | ' | ' | ' |
Total assets | 497,852 | 563,829 | ' |
SHL [Member] | ' | ' | ' |
Goodwill | ' | ' | ' |
Total goodwill | 375,071 | 377,013 | ' |
Assets | ' | ' | ' |
Total assets | $772,359 | $758,420 | ' |