Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 23, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CEB | ||
Entity Registrant Name | CORPORATE EXECUTIVE BOARD CO | ||
Entity Central Index Key | 1066104 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 33,479,923 | ||
Entity Public Float | $1,530,571,000 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $114,934 | $119,554 |
Accounts receivable, net | 283,069 | 271,264 |
Deferred income taxes, net | 19,834 | 17,524 |
Deferred incentive compensation | 25,779 | 24,472 |
Prepaid expenses and other current assets | 21,245 | 29,355 |
Total current assets | 464,861 | 462,169 |
Deferred income taxes, net | 909 | 1,230 |
Property and equipment, net | 112,524 | 106,854 |
Goodwill | 441,207 | 442,775 |
Intangible assets, net | 260,383 | 309,692 |
Other non-current assets | 77,500 | 60,955 |
Total assets | 1,357,384 | 1,383,675 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 89,696 | 85,294 |
Accrued incentive compensation | 65,731 | 61,498 |
Deferred revenue | 452,679 | 416,367 |
Deferred income taxes, net | 190 | 969 |
Debt - current portion | 15,269 | 10,274 |
Total current liabilities | 623,565 | 574,402 |
Deferred income taxes | 34,563 | 48,553 |
Other liabilities | 122,832 | 115,424 |
Debt - long term | 490,287 | 505,554 |
Total liabilities | 1,271,247 | 1,243,933 |
Stockholders' equity: | ||
Common stock, par value $0.01; 100,000,000 shares authorized; 45,040,209 and 44,676,447 shares issued and 33,445,394 and 33,624,002 shares outstanding at December 31, 2014 and 2013, respectively | 450 | 447 |
Additional paid-in-capital | 460,913 | 444,128 |
Retained earnings | 363,542 | 347,689 |
Accumulated elements of other comprehensive income | -5,589 | 43,287 |
Treasury stock, at cost, 11,594,815 and 11,052,445 shares at December 31, 2014 and 2013, respectively | -733,179 | -695,809 |
Total stockholders' equity | 86,137 | 139,742 |
Total liabilities and stockholders' equity | $1,357,384 | $1,383,675 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
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 | 45,040,209 | 44,676,447 |
Common stock, shares outstanding | 33,445,394 | 33,624,002 |
Treasury stock, at cost, shares | 11,594,815 | 11,052,445 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Revenue | $908,974 | $820,053 | $622,654 |
Costs and expenses: | |||
Cost of services | 323,633 | 294,576 | 223,766 |
Member relations and marketing | 267,831 | 238,070 | 178,204 |
General and administrative | 111,085 | 102,530 | 73,629 |
Acquisition related costs | 2,964 | 11,477 | 24,529 |
Impairment loss | 39,700 | 22,600 | |
Restructuring costs | 1,830 | ||
Depreciation and amortization | 68,286 | 60,087 | 37,858 |
Total costs and expenses | 815,329 | 729,340 | 537,986 |
Operating profit | 93,645 | 90,713 | 84,668 |
Other (expense) income, net | |||
Interest income and other | 10,030 | -998 | 1,834 |
Interest expense | -18,410 | -22,586 | -11,882 |
Gain on cost method investment | 6,585 | ||
Debt extinguishment costs | -6,691 | ||
Other (expense) income, net | -1,795 | -30,275 | -10,048 |
Income before provision for income taxes | 91,850 | 60,438 | 74,620 |
Provision for income taxes | 40,678 | 28,467 | 37,569 |
Net income | $51,172 | $31,971 | $37,051 |
Basic earnings per share | $1.52 | $0.95 | $1.11 |
Diluted earnings per share | $1.50 | $0.94 | $1.10 |
Weighted average shares outstanding: | |||
Basic | 33,666 | 33,543 | 33,462 |
Diluted | 34,039 | 33,943 | 33,821 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net income | $51,172 | $31,971 | $37,051 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | -47,538 | 14,761 | 26,871 |
Change in unrealized gains on available-for-sale marketable securities, net of tax | -174 | ||
Comprehensive income | 2,296 | 47,593 | 63,939 |
Foreign Currency Hedge [Member] | |||
Other comprehensive income (loss): | |||
Unrealized gain (loss) on derivatives arising during period, net of tax benefit (expense) | -380 | 333 | 191 |
Interest Rate Swaps [Member] | |||
Other comprehensive income (loss): | |||
Unrealized gain (loss) on derivatives arising during period, net of tax benefit (expense) | ($958) | $528 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Foreign Currency Hedge [Member] | |||
Unrealized gain (loss) on derivatives arising during period, tax benefit (expense) | $0.30 | ($0.20) | ($0.10) |
Interest Rate Swaps [Member] | |||
Unrealized gain (loss) on derivatives arising during period, tax benefit (expense) | $0.60 | ($0.40) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income | $51,172 | $31,971 | $37,051 |
Adjustments to reconcile net income to net cash flows provided by operating activities: | |||
Impairment loss | 39,700 | 22,600 | |
Debt extinguishment costs | 6,691 | ||
Exit costs | 1,007 | ||
Restructuring costs | 1,830 | ||
Gain on cost method investment | -6,585 | ||
Depreciation and amortization | 68,286 | 60,087 | 37,858 |
Amortization of credit facility issuance costs | 2,614 | 2,775 | 1,771 |
Deferred income taxes | -21,394 | -12,266 | -8,457 |
Share-based compensation | 15,632 | 12,547 | 9,214 |
Excess tax benefits from share-based compensation arrangements | -3,665 | -4,331 | -2,101 |
Net foreign currency remeasurement (gain) loss | -3,910 | 1,474 | 229 |
Amortization of marketable securities premiums, net | 68 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable, net | -12,482 | -29,690 | -39,714 |
Deferred incentive compensation | -1,582 | -4,343 | -2,644 |
Prepaid expenses and other current assets | 9,060 | -8,173 | 18,481 |
Other non-current assets | -4,784 | -5,017 | -7,444 |
Accounts payable and accrued liabilities | 3,034 | 10,228 | 405 |
Accrued incentive compensation | 5,053 | 7,252 | 10,742 |
Deferred revenue | 33,466 | 48,488 | 58,871 |
Other liabilities | 6,699 | 7,409 | 7,825 |
Net cash flows provided by operating activities | 182,144 | 148,709 | 122,155 |
Cash flows from investing activities: | |||
Purchases of property and equipment | -35,201 | -27,026 | -17,498 |
Cost method and other investments | -8,567 | -11,213 | |
Acquisition of businesses, net of cash acquired | -58,902 | -669,086 | |
Maturities and sales of marketable securities | 10,254 | ||
Net cash flows used in investing activities | -102,670 | -38,239 | -676,330 |
Cash flows from financing activities: | |||
Proceeds from credit facility | 5,000 | 555,000 | |
Payments of credit facility | -10,752 | -32,002 | -10,000 |
Credit facility issuance costs | -4,156 | -19,176 | |
Proceeds from the exercise of common stock options | 1,098 | 1,423 | |
Proceeds from issuance of common stock under the employee stock purchase plan | 1,244 | 910 | 613 |
Excess tax benefits from share-based compensation arrangements | 3,665 | 4,331 | 2,101 |
Withholding of shares to satisfy minimum employee tax withholding for restricted stock units | -7,332 | -7,055 | -3,767 |
Purchase of treasury shares | -29,168 | -2,751 | -10,007 |
Payment of dividends | -35,319 | -30,189 | -23,403 |
Net cash flows (used in) provided by financing activities | -77,662 | -64,814 | 492,784 |
Effect of exchange rates on cash | -6,432 | 1,199 | 661 |
Net (decrease) increase in cash and cash equivalents | -4,620 | 46,855 | -60,730 |
Cash and cash equivalents, beginning of year | 119,554 | 72,699 | 133,429 |
Cash and cash equivalents, end of year | $114,934 | $119,554 | $72,699 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (USD $) | Total | Foreign Currency Hedge [Member] | Interest Rate Swaps [Member] | Common Stock [Member] | Additional Paid-in-Capital [Member] | Retained Earnings [Member] | Accumulated Elements of Other Comprehensive Income [Member] | Accumulated Elements of Other Comprehensive Income [Member] | Accumulated Elements of Other Comprehensive Income [Member] | Treasury Stock [Member] |
In Thousands, except Share data | Foreign Currency Hedge [Member] | Interest Rate Swaps [Member] | ||||||||
Beginning Balance at Dec. 31, 2011 | $79,564 | $439 | $418,318 | $332,259 | $777 | ($672,229) | ||||
Beginning Balance, shares at Dec. 31, 2011 | 33,302,495 | |||||||||
Issuance of common stock upon the exercise of stock options and release of restricted stock units | 1,423 | 3 | 1,420 | |||||||
Issuance of common stock upon the exercise of stock options and release of restricted stock units, shares | 344,245 | |||||||||
Issuance of common stock under the employee stock purchase plan | 613 | 613 | ||||||||
Issuance of common stock under the employee stock purchase plan, shares | 19,420 | 19,420 | ||||||||
Share-based compensation | 9,214 | 9,214 | ||||||||
Tax effect of share-based compensation | -2,074 | -2,074 | ||||||||
Purchase of treasury shares | -13,774 | -13,774 | ||||||||
Purchase of treasury shares, shares | -328,823 | |||||||||
Change in unrealized gains on available-for-sale marketable securities, net of tax | -174 | -174 | ||||||||
Unrealized gain (loss) on derivatives arising during period, net of tax | 191 | 191 | ||||||||
Cumulative translation adjustment | 26,871 | 26,871 | ||||||||
Payment of dividends | -23,403 | -23,403 | ||||||||
Net income | 37,051 | 37,051 | ||||||||
Ending Balance at Dec. 31, 2012 | 115,502 | 442 | 427,491 | 345,907 | 27,665 | -686,003 | ||||
Ending Balance, shares at Dec. 31, 2012 | 33,337,337 | |||||||||
Issuance of common stock upon the exercise of stock options and release of restricted stock units | 1,098 | 5 | 1,093 | |||||||
Issuance of common stock upon the exercise of stock options and release of restricted stock units, shares | 436,146 | |||||||||
Issuance of common stock under the employee stock purchase plan | 910 | 910 | ||||||||
Issuance of common stock under the employee stock purchase plan, shares | 19,616 | 19,616 | ||||||||
Share-based compensation | 12,547 | 12,547 | ||||||||
Tax effect of share-based compensation | 2,087 | 2,087 | ||||||||
Purchase of treasury shares | -9,806 | -9,806 | ||||||||
Purchase of treasury shares, shares | -169,097 | |||||||||
Unrealized gain (loss) on derivatives arising during period, net of tax | 333 | 528 | 333 | 528 | ||||||
Cumulative translation adjustment | 14,761 | 14,761 | ||||||||
Payment of dividends | -30,189 | -30,189 | ||||||||
Net income | 31,971 | 31,971 | ||||||||
Ending Balance at Dec. 31, 2013 | 139,742 | 447 | 444,128 | 347,689 | 43,287 | -695,809 | ||||
Ending Balance, shares at Dec. 31, 2013 | 33,624,002 | |||||||||
Issuance of common stock upon the exercise of stock options and release of restricted stock units | 3 | 3 | ||||||||
Issuance of common stock upon the exercise of stock options and release of restricted stock units, shares | 342,157 | |||||||||
Issuance of common stock under the employee stock purchase plan | 1,244 | 1,244 | ||||||||
Issuance of common stock under the employee stock purchase plan, shares | 21,605 | 21,605 | ||||||||
Share-based compensation | 15,632 | 15,632 | ||||||||
Tax effect of share-based compensation | -91 | -91 | ||||||||
Purchase of treasury shares | -37,370 | -37,370 | ||||||||
Purchase of treasury shares, shares | -542,370 | |||||||||
Unrealized gain (loss) on derivatives arising during period, net of tax | -380 | -958 | -380 | -958 | ||||||
Cumulative translation adjustment | -47,538 | -47,538 | ||||||||
Payment of dividends | -35,319 | -35,319 | ||||||||
Net income | 51,172 | 51,172 | ||||||||
Ending Balance at Dec. 31, 2014 | $86,137 | $450 | $460,913 | $363,542 | ($5,589) | ($733,179) | ||||
Ending Balance, shares at Dec. 31, 2014 | 33,445,394 |
Description_of_Operations
Description of Operations | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Description of Operations | Note 1. Description of Operations |
The Corporate Executive Board Company (“CEB” or the “Company”) is a member-based advisory company that equips senior executives and their teams with insight and actionable solutions to drive corporate performance by combining the best practices of thousands of member companies with proprietary research methodologies, benchmarking assets, and human capital analytics. This distinctive approach, pioneered by CEB, enables executives to harness peer perspectives and tap into breakthrough innovation without costly consulting or reinvention. On August 2, 2012, CEB completed the acquisition of SHL Group Holdings I and its subsidiaries (“SHL”), a global leader in cloud-based talent measurement and management solutions headquartered in the United Kingdom (“UK”). |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies | ||||||||||||
Basis of Presentation | |||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | |||||||||||||
In the fourth quarter of 2014, the Company adjusted the classification of certain costs in the statement of operations within the SHL Talent Measurement segment. To conform to the current year presentation, the Company reclassified approximately $3.3 million and $2.0 million from Cost of services and Member relations and marketing, respectively, to General and administrative in 2013. Additionally, the Company reclassified the previously reported 2014 quarterly amounts. The reclassification did not have an impact on total costs and expenses or operating profit. | |||||||||||||
Use of Estimates | |||||||||||||
The Company’s consolidated financial statements are prepared in accordance with US generally accepted accounting principles (“GAAP”). These accounting principles require the Company to make certain estimates, judgments, and assumptions. The Company believes that the estimates, judgments, and assumptions upon which it relies are reasonable based on information available to the Company at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions may affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expenses in the periods presented. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, the Company’s financial statements will be affected. | |||||||||||||
Foreign Currency | |||||||||||||
The functional currency of the Company’s wholly-owned subsidiaries is generally the applicable local currency (except for CEB UK and CEB India). For these subsidiaries, the translation of their foreign currency into US dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the balance sheet date and for revenue and expense accounts using average foreign currency exchange rates for the appropriate operating period. Capital accounts and other balances designated as long-term in nature are translated at historical exchange rates. Translation gains and losses are included in stockholders’ equity as a component of Accumulated other comprehensive income. Adjustments that arise from foreign currency exchange rate changes on transactions denominated in a currency other than the local currency are included in Other (expense) income, net in the consolidated statements of operations. The Company’s SHL UK subsidiary currently maintains a significant portion of its cash balances in US dollars. As a result, the cash held in US dollars is re-measured into the subsidiary’s UK functional currency through an adjustment to income and then translated to the Company’s US dollar reporting currency through an adjustment to stockholders’ equity for consolidated reporting purposes. | |||||||||||||
The functional currency of the Company’s CEB UK and CEB India subsidiaries is the US dollar. For these foreign subsidiaries, monetary balance sheet and related income statement accounts, representing amounts receivable or payable in a fixed number of foreign currency units regardless of changes in exchange rates, are re-measured at the current exchange rate, with exchange gains and losses recorded as Other (expense) income. Non-monetary balance sheet items and related income statement accounts, which do not result in a fixed future cash inflow or outflow of foreign currency units, are re-measured at their historical exchange rates. | |||||||||||||
The Company recorded $8.6 million of net non-operating foreign currency gains and $3.3 million and $1.3 million of net non-operating foreign currency losses in 2014, 2013, and 2012, respectively, which are included in Other (expense) income, net in the consolidated statements of operations. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
The Company’s cash and cash equivalents balance is primarily comprised of cash held in demand deposit accounts at various financial institutions. | |||||||||||||
Allowance for Uncollectible Revenue | |||||||||||||
The Company records an allowance for uncollectible revenue, as a reduction in revenue, based on management’s analysis and estimates as to the collectability of accounts receivable, which generally is the result of customer’s ability to pay. Revenue under membership agreements are generally recognized ratably over the membership period, typically 12 months. Accordingly, the estimated allowance for uncollectible revenue is recorded against the amount of revenue that has been recognized. Accounts receivable that has not been recognized as revenue is recorded in deferred revenue. As part of its analysis, the Company examines its collections history, the age of the receivables in question, any specific member collection issues that it has identified, general market conditions, member concentrations and current economic and industry trends. Membership fees receivable balances are not collateralized. | |||||||||||||
Property and Equipment, Net | |||||||||||||
Property and equipment, net consists of furniture, fixtures and equipment, leasehold improvements, capitalized computer software, and website development costs. Property and equipment are stated at cost, less accumulated depreciation. Furniture, fixtures and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term. Depreciation and amortization is recorded as a separate line item in the consolidated statements of operations and is not allocated to Cost of services, Member relations and Marketing, or General and administrative expenses. | |||||||||||||
Computer software and website development costs that are incurred in the preliminary project and planning stages are expensed as incurred. During development, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized. Capitalized software and website development costs are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Replacements and major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. | |||||||||||||
Business Combinations | |||||||||||||
The Company records acquisitions using the acquisition method of accounting. All of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration, when applicable, are recorded at their fair value at the acquisition date. The application of the acquisition method of accounting requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to allocate purchase price consideration. These estimates are inherently uncertain. In addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of such estimates. | |||||||||||||
Goodwill | |||||||||||||
Goodwill is recorded when the purchase price for an acquisition exceeds the estimated fair value of the net tangible and identified intangible assets acquired. | |||||||||||||
The Company tests goodwill for impairment annually on October 1st at the reporting unit level. If the reporting unit has significantly exceeded financial expectations and is expected to continue to do so, the Company’s annual impairment test is performed qualitatively. For all other reporting units, the first step of the goodwill impairment process (“Step 1”) is completed for each reporting unit which involves determining whether the estimated fair value of the reporting unit exceeds the respective book value. In performing Step 1 of the goodwill impairment test, management compares the carrying amount of the reporting unit to its estimated fair value. If the fair value exceeds the book value, goodwill of that reporting unit is not impaired. The estimated fair value of each reporting unit is calculated using one or both of the following generally accepted valuation techniques: the income approach (discounted cash flows) and the market approach (using market multiples derived from a set of companies with comparable market characteristics). The appropriate methodology is determined by management based on available information at the time of the test. In general, when both approaches are used, the estimated fair values are weighted. In general, the market approach is not weighted more than 50%. | |||||||||||||
On a quarterly basis, the Company considers whether events or circumstances are present that may lead to the determination that an indicator of impairment exists. These circumstances include but are not limited to deterioration in key performance indicators or industry and market conditions. | |||||||||||||
Factors management considers important that could trigger an interim impairment review include, but are not limited to, the following: | |||||||||||||
• | significant underperformance relative to historical or projected future operating results; | ||||||||||||
• | significant change in the manner of the Company’s use of the acquired asset or the strategy for its overall business; | ||||||||||||
• | significant change in prevailing interest rates; | ||||||||||||
• | significant negative industry or economic trend; | ||||||||||||
• | market capitalization relative to net book value; and/or | ||||||||||||
• | significant negative change in market multiples of the comparable company set. | ||||||||||||
If, based on events or changing circumstances, the Company determines it is more-likely-than-not that the fair value of a reporting unit does not exceed its carrying value, the Company would be required to test goodwill for impairment. If the Step 1 results conclude that the fair value does not exceed the book value of the reporting unit, goodwill may be impaired and additional analysis is required (“Step 2”). | |||||||||||||
Step 2 of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill to its carrying value. The implied fair value of goodwill is derived by performing a hypothetical purchase price allocation for the reporting unit as of the measurement date, allocating the reporting unit’s estimated fair value to its assets and liabilities including any unrecognized intangible assets. The residual amount from performing this allocation represents the implied fair value of goodwill. To the extent this amount is below the carrying value of goodwill, an impairment loss is recorded. | |||||||||||||
The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment and estimates. CEB’s businesses operate in a number of markets and geographical regions and the products and services, because of their specialized nature, may not bear close correlation to those of the market comparable company set. The assumptions utilized in the evaluation of the impairment of goodwill under the market approach include the selection of comparable companies, which are subject to change based on the economic characteristics of the reporting units. The assumptions utilized in the evaluation of the impairment of goodwill under the income approach include revenue growth rates, cash flows, EBITDA, tax rates, capital expenditures, the weighted average cost of capital (“WACC”) and related discount rate, and expected long-term growth rates (residual growth rate). The assumptions which have the most significant effect on the valuations derived using a discounted cash flows methodology are: (1) revenue growth rate, (2) cash flow assumptions and (3) the discount rate. The assumptions utilized in the market approach include the selection of comparable companies, which are subject to change based on the economic characteristics of the reporting units. Revenue and EBITDA multiples for market comparable companies for the current and future fiscal periods are used to estimate the fair value of the reporting unit by applying those multiples to the projected financial information prepared by management. | |||||||||||||
The cash flows utilized in the income approach are based on the most recent budgets, forecasts, and business plans as well as various growth rate assumptions for years beyond the current business plan period. Long-term growth rates represent the expected long-term growth rate for the reporting unit, considering the industry in which the Company operates and the global economy. Discount rate assumptions are based on an assessment of the risk inherent in the future revenue streams and cash flows and the WACC. The risk adjusted discount rate used represents the estimated WACC for the reporting units. The discount rate is comprised of (1) a risk free rate of return, (2) an equity risk premium that is based on the rate of return on equity of publicly traded companies with business characteristics comparable to the reporting units, (3) the current after-tax market rate of return on debt of companies with business characteristics similar to the reporting units, each weighted by the relative market value percentages of the Company’s equity and debt, and (4) an appropriate company specific risk premium. | |||||||||||||
In the second quarter of 2014, the Company recognized a non-deductible impairment loss of $39.7 million associated with the PDRI reporting unit. Of this amount, $20.8 million related to the customer list intangible asset and $18.9 million related to goodwill. Refer to Notes 8 and 9 for further discussion. | |||||||||||||
Intangible Assets, Net | |||||||||||||
Intangible assets consist of those assets that arise from business combinations consisting of customer relationships, intellectual property, trade names, and software. These assets are being amortized on a straight-line basis over estimated useful lives of 2 to 20 years. | |||||||||||||
Recovery of Long-Lived Assets (Excluding Goodwill) | |||||||||||||
Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events may include, but not be limited to, unexpected customer turnover, technological obsolescence of software or intellectual property, or lower than expected operating performance of the products or services supporting these assets. The test for recoverability is made using an estimate of the undiscounted expected future cash flows and, if required, the impairment loss is measured as the amount that the carrying value of the asset exceeds the asset’s fair value if the asset is not recoverable. | |||||||||||||
Fair Value of Financial Instruments | |||||||||||||
The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, investments held through variable insurance products in a Rabbi Trust for the Company’s deferred compensation plan, accounts payable, forward currency contracts, interest rate swaps, and debt. The carrying value of these financial instruments approximates their fair value. The Company’s financial instruments also include various other investments in private entities which do not have readily determinable fair values because they are not actively traded. | |||||||||||||
Revenue Recognition | |||||||||||||
Revenue is recognized when (1) there is persuasive evidence of an arrangement, (2) the fee is fixed and determinable, (3) services have been rendered and payment has been contractually earned, and (4) collectability is reasonably assured. Certain fees are billed on an installment basis. | |||||||||||||
When service offerings include multiple deliverables that qualify as separate units of accounting, the Company allocates arrangement consideration at the inception of the contract period to all deliverables based on the relative selling price method in accordance with the selling price hierarchy, which includes vendor specific objective evidence (“VSOE”) if available; third-party evidence (“TPE”) if VSOE is not available; or best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. | |||||||||||||
• | VSOE. The Company determines VSOE based on established pricing and discounting practices for the specific service when sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices for these services fall within a reasonably narrow pricing range. The Company limits its assessment of VSOE for each element to either the price charged when the same element is sold separately, or the price established by management having the relevant authority to do so for an element not yet sold separately. | ||||||||||||
• | TPE. When VSOE cannot be established for deliverables in multiple element arrangements, the Company applies judgment with respect to whether a selling price can be established based on TPE, which is determined based on competitor prices for similar offerings when sold separately. Generally, CEB services contain a significant level of differentiation such that the comparable pricing of services with similar functionality cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitors’ selling prices are for similar offerings on a stand-alone basis. As a result, the Company generally has not been able to establish selling price based on TPE. | ||||||||||||
• | BESP. When unable to establish a selling price using VSOE or TPE, BESP is used in the allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. BESP is determined for deliverables by considering multiple factors including, but not limited to, prices charged for similar offerings, market conditions, competitive landscape, and pricing practices. BESP is the measure used to allocate arrangement consideration for the majority of multiple deliverable arrangements. | ||||||||||||
The CEB segment generates the majority of its revenue from four primary service offerings: executive memberships, professional services, executive education, and services provided to the US government and its agencies by PDRI. Revenue is recognized as follows: | |||||||||||||
• | Executive membership revenue is primarily recognized on a ratable basis over the membership period, which is typically twelve months. In general, the majority of the deliverables within the Company’s memberships are consistently available throughout the membership period. Membership fees are billable, and revenue recognition begins, when a member agrees to the terms of the membership. The fees receivable and the related deferred revenue are recorded upon the commencement of the agreement or collection of fees, if earlier. In some instances, a membership may include a service that is available only once, or on a limited basis, during the membership period. These services are separated from the remainder of the membership and arrangement consideration is allocated based principally on BESP. The consideration allocated to services available only once or on a limited basis is recognized as revenue upon the earlier of the delivery of the service or the completion of the contract period, provided that all other criteria for recognition have been met. The arrangement consideration allocated to the remainder of the membership services continues to be recognized ratably. | ||||||||||||
• | Professional services revenue in the Human Resources sector is generally recognized ratably from the date services begin, which is primarily after the design of the service outputs, through the completion of the services. Professional services in the Sales sector is generally comprised of multiple element arrangements whereby arrangement consideration is allocated based principally on BESP and revenue for each unit of accounting is generally recognized as services are completed. | ||||||||||||
• | Executive education revenue is recognized as services are completed. The service offering generally includes one or more classroom-based training or presentation events. If more than one delivery date is evident, arrangement consideration is allocated on a pro-rata basis and revenue is recognized on the delivery date of each event. | ||||||||||||
• | PDRI’s primary customer is the US government and its agencies. Additionally, PDRI is expanding into the commercial market and is a subcontractor to other companies supporting the US government. Agreements with customers are: fixed firm price (“FFP”), time and material (“T&M”), license or FFP level of effort. Revenue from FFP projects is recognized based on costs incurred compared to estimated costs at completion, resulting in percentage complete of the total contract value. Revenue on T&M projects is recognized based on total number of hours by labor category and negotiated contract rate plus any additional other direct costs. Revenue for licenses or subscriptions of IT products or platforms is recognized proportionately over the license period. For FFP level of effort projects, revenue is based on negotiated fixed rates of labor or deliverables, not to exceed the total contract FFP value. When customer orders represent multiple element arrangements, consideration is allocated to units of accounting based on BESP. | ||||||||||||
The SHL Talent Measurement segment generates the majority of its revenue from the sale of access to its cloud based assessment platforms. Access to the platforms is either sold as a subscription basis or for a set number of assessments. SHL also provides consulting services including fully outsourced assessment services. The SHL segment allocates arrangement consideration to the appropriate units of accounting based on BESP when sales to customers qualify as multiple element arrangements. Revenue is recognized as follows: | |||||||||||||
• | Revenue from subscription contracts is recognized ratably over the life of the contract. Revenue from agreements with a specified number of assessments is recognized upon usage, irrespective of whether the units are billed in advance or arrears. | ||||||||||||
• | Consulting arrangements generally include a measured amount of consulting effort to be performed. Revenue is recognized on a proportional performance basis based upon the level of effort completed through the end of each accounting period. | ||||||||||||
• | Training revenue is recognized upon delivery. | ||||||||||||
• | Outsourced assessment revenue from assessment projects is recognized as services are completed. | ||||||||||||
Deferred Incentive Compensation | |||||||||||||
Direct incentive compensation paid to the Company’s employees related to the negotiation of new and renewal customer arrangements is deferred and amortized over the term of the related arrangements as revenue is recognized. | |||||||||||||
Operating Leases | |||||||||||||
The Company has non-cancelable operating lease agreements for its offices with lease periods expiring between 2015 and 2032. The Company is committed to pay a portion of the related operating expenses and real estate taxes under these lease agreements. The Company recognizes rent expense under operating leases on a straight-line basis over the non-cancelable term of the lease, including free-rent periods and lease escalations. Lease incentives, relating to allowances provided by landlords, are amortized over the term of the lease as a reduction of rent expense. The Company recognizes sublease income on a straight-line basis over the term of the sublease, including free rent periods and escalations, as a reduction of rent expense. Costs associated with acquiring a subtenant, including broker commissions and tenant allowances, are amortized over the sublease term as a reduction of sublease income. | |||||||||||||
Share-Based Compensation | |||||||||||||
The Company has several share-based compensation plans. These plans provide for the granting of restricted stock, restricted stock units (“RSUs”), performance share awards (“PSAs”), stock appreciation rights (“SARs”), stock options, deferred stock units, and incentive bonuses to employees, directors, and consultants. Share-based compensation expense is measured at the grant date of the share-based awards based on their fair value and is recognized on a straight-line basis over the vesting periods, net of an estimated forfeiture rate. | |||||||||||||
The grant date fair value of RSUs and PSAs, which are not entitled to receive dividends until vested, is measured by reducing the share price at that date by the present value of the dividends expected to be paid during the requisite vesting period. Determining the fair value of share-based awards is judgmental in nature and involves the use of significant estimates and assumptions, including the term of the share-based awards, risk-free interest rates over the vesting period, expected dividend rates, the price volatility of the Company’s stock and estimated forfeiture rates of the awards. Forfeiture rate estimates are based on assumptions the Company believes to be reasonable. Actual future results may differ from those estimates. | |||||||||||||
Advertising Expense | |||||||||||||
The costs of designing and preparing advertising material are recognized throughout the production process. Communication costs, including magazine and newspaper space, radio time, and distribution, are recognized when the communication takes place. Advertising expense was $1.3 million, $0.8 million, and $0.3 million in 2014, 2013, and 2012, respectively. | |||||||||||||
Income Taxes | |||||||||||||
Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting basis and the tax basis of assets and liabilities. Deferred tax assets are also recognized for tax net operating loss carryforwards. These deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect when such amounts are expected to reverse or be utilized. A valuation allowance is provided to reduce such deferred tax assets to amounts more likely than not to be ultimately realized. | |||||||||||||
Income tax benefits are recognized when, based on the technical merits of a tax position, the Company believes that if a dispute arose with the taxing authority and were taken to a court of last resort, it is more likely than not (i.e. a probability of greater than 50%) that the tax position would be sustained as filed. If a position is determined to be more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the taxing authority. The Company classifies interest and penalties related to the unrecognized tax benefits in its income tax provision. | |||||||||||||
Acquisition Related Costs | |||||||||||||
Acquisition related costs represent transaction and integration costs incurred in connection with acquired companies. Integration costs primarily include branding, consolidation of office locations and associated exit costs, and consolidation of technology infrastructure. | |||||||||||||
Concentration of Credit Risk and Sources of Revenue | |||||||||||||
Financial instruments, which potentially expose the Company to concentration of credit risk, consist primarily of accounts receivable and cash and cash equivalents. Concentration of credit risk with respect to accounts receivable is limited due to the large number of members and customers and their dispersion across many different industries and countries worldwide. However, the Company may be exposed to a declining customer base in periods of unforeseen market downturns, severe competition, or international developments. The Company performs periodic evaluations of the customer base and related receivables and establishes allowances for potential credit losses. | |||||||||||||
The Company’s international operations subject it to risks related to currency exchange fluctuations. Prices for the CEB segment products and services are primarily denominated in US dollars; however, the Company began offering foreign currency billing in 2012 to certain members outside the United States. Many of the costs associated with the CEB segment’s operations located outside the United States are denominated in local currencies. Prices for the SHL Talent Measurement segment are denominated in the currency of the country of sale and are principally denominated in British Pound Sterling, Euro, the US dollar and the Australian dollar. Most of the costs associated with the SHL Talent Measurement segment’s operations are based in the United Kingdom and are denominated in British Pound Sterling. | |||||||||||||
The Company uses forward contracts, designated as cash flow hedging instruments, to protect against foreign currency exchange rate risks. A forward contract locks in a current foreign currency exchange rate at which the foreign currency transaction will occur at the future date. The maximum length of time over which the Company hedges its exposure to the variability in future cash flows is 12 months. | |||||||||||||
The Company maintains a portfolio of cash and cash equivalents which is designed for safety of principal and liquidity. The Company performs periodic evaluations of the relative credit ratings related to the financial institutions holding the Company’s cash and cash equivalents. | |||||||||||||
Earnings Per Share | |||||||||||||
Basic earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the period increased by the dilutive effect of potential common shares outstanding during the period. The number of potential common shares outstanding has been determined in accordance with the treasury stock method to the extent they are dilutive. Common share equivalents consist of common shares issuable upon the exercise of outstanding share-based compensation awards. A reconciliation of basic to diluted weighted average common shares outstanding is as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Basic weighted average shares outstanding | 33,666 | 33,543 | 33,462 | ||||||||||
Effect of dilutive shares outstanding | 373 | 400 | 359 | ||||||||||
Diluted weighted average shares outstanding | 34,039 | 33,943 | 33,821 | ||||||||||
In 2013 and 2012, 0.4 million and 0.8 million shares, respectively, related to share-based compensation awards were excluded from the calculation of the effect of dilutive shares outstanding shown above because their impact would be anti-dilutive. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 3. Recent Accounting Pronouncements |
Not yet adopted | |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40). This ASU requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in US auditing standards. It requires an assessment for a period of one year after the date that the financial statements are issued. Further, based on certain conditions and circumstances, additional disclosures may be required. This ASU is effective beginning with the first annual period ending after December 15, 2016, and for all annual and interim periods thereafter. Early application is permitted. The Company does not expect this ASU will have an impact on the Company’s consolidated financial statements or related disclosures. | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU is the result of joint efforts by the FASB and International Accounting Standards Board to develop a common revenue standard for GAAP and International Financial Reporting Standards. This ASU provides a more robust framework for addressing revenue issues, improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, and changes disclosure requirements. Under this ASU, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This ASU is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period, and may be adopted either retrospectively or on a modified retrospective basis whereby the new standard would be applied to new contracts and existing contracts with remaining performance obligations as of the effective date, with a cumulative catch-up adjustment recorded to beginning retained earnings at the effective date for existing contracts with remaining performance obligations. Early adoption is not permitted. The Company is in the process of evaluating the methods of adoption allowed by the ASU and assessing its impact on the Company’s consolidated financial statements and related disclosures. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Business Combinations [Abstract] | |||||||||||||
Acquisitions | Note 4. Acquisitions | ||||||||||||
KnowledgeAdvisors | |||||||||||||
On February 28, 2014, the Company completed the acquisition of 100% of the equity interests of KnowledgeAdvisors, Inc. (“Metrics That Matter”). The purchase price, net of cash acquired, was $50.9 million. Metrics That Matter is a provider of analytics solutions for talent development professionals. Metrics That Matter analytics platform provides benchmarks that gauge the effectiveness of learning and development programs and allows Chief Human Resources Officers and Chief Learning Officers to improve employee competencies and generate stronger returns on talent investments. | |||||||||||||
Based on the fair value of the acquired assets and assumed liabilities as of the acquisition date, the Company allocated $24.0 million to amortizable intangible assets, consisting of customer relationships, acquired intellectual property, trade names, and software, with a weighted average amortization period of 4 years and $37.3 million to goodwill related primarily to workforce and expected revenue and cost synergies. Goodwill and intangible assets are not deductible for tax purposes. As a result, the Company recorded a deferred tax liability of $9.6 million related to the difference in the book and tax basis of identifiable intangible assets and a $3.1 million deferred tax asset related to net operating loss carryforwards. Deferred revenue at the acquisition date was recorded at fair value, which resulted in a $3.6 million reduction of the pre-acquisition basis of deferred revenue. When the services to which the deferred revenue relates were rendered in 2014, revenue recognized for these services was $3.6 million lower as a result of this purchase accounting adjustment. The Company is in the process of finalizing its evaluation of the fair value of acquired assets and liabilities; therefore, the final allocation of the purchase price has not been completed. The allocation of the purchase price will be finalized by February 28, 2015. | |||||||||||||
The operating results of Metrics That Matter have been included in the CEB segment since the date of the acquisition and are not considered material to the Company’s consolidated financial statements. Accordingly, pro forma financial information has not been presented. | |||||||||||||
Talent Neuron | |||||||||||||
On January 14, 2014, the Company acquired the Talent Neuron platform from Zinnov LLC for a cash payment of approximately $8.0 million. The Talent Neuron platform is a web-based solution started in 2011 that provides global talent market intelligence data, software, and decision support to assist executives with key talent planning activities. The Company allocated $1.7 million to intangible assets, consisting of acquired intellectual property and software, with a weighted average amortization period of 3 years and $6.3 million to goodwill which is deductible for tax purposes. The allocation of the purchase price is now final. The operating results of Talent Neuron have been included in the CEB segment since the date of the acquisition and are not considered material to the Company’s consolidated financial statements. Accordingly, pro forma financial information has not been presented. | |||||||||||||
SHL | |||||||||||||
On August 2, 2012, the Company 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 the Company’s ability to scale and extend its existing platform with technology-driven solutions. | |||||||||||||
The purchase price was approximately $654 million in cash. The Company used borrowings under a senior secured credit facility and approximately $121 million of its available cash on hand to fund the purchase price. Transaction costs incurred by CEB and SHL were $19.3 million, including a $5.1 million settlement of the currency forward contract that the Company put in place on July 2, 2012 to hedge its obligation to pay a portion of the purchase price in GBP. | |||||||||||||
Under the acquisition method of accounting, the total purchase price was allocated to SHL’s tangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date. The following table is a reconciliation of the preliminary purchase price allocation at December 31, 2012 to the final purchase price allocation based on the final fair value of the acquired assets and assumed liabilities at the acquisition date (in thousands): | |||||||||||||
Preliminary | Adjustments | Final | |||||||||||
Cash and cash equivalents | $ | 5,748 | $ | — | $ | 5,748 | |||||||
Accounts receivable | 42,026 | — | 42,026 | ||||||||||
Other current assets | 12,590 | 1,665 | 14,255 | ||||||||||
Property and equipment | 12,741 | — | 12,741 | ||||||||||
Other non-current assets | 1,624 | (1,581 | ) | 43 | |||||||||
Accounts payable and accrued liabilities | (37,224 | ) | 9,663 | (27,561 | ) | ||||||||
Deferred income taxes, net | (93,898 | ) | 5,054 | (88,844 | ) | ||||||||
Deferred revenue | (21,070 | ) | — | (21,070 | ) | ||||||||
Other liabilities | (5,545 | ) | (2,557 | ) | (8,102 | ) | |||||||
Net tangible liabilities assumed | (83,008 | ) | (70,764 | ) | |||||||||
Intangible assets acquired | |||||||||||||
Customer relationships | 166,100 | — | 166,100 | ||||||||||
Acquired intellectual property | 96,600 | — | 96,600 | ||||||||||
Trade names | 60,500 | — | 60,500 | ||||||||||
Goodwill | 413,808 | $ | (12,244 | ) | 401,564 | ||||||||
Total purchase price allocation | $ | 654,000 | $ | 654,000 | |||||||||
In 2013, the Company adjusted its preliminary valuation of the acquired assets and liabilities assumed based upon new information pertaining to acquisition date fair value and for the correction of errors in income taxes payable and goodwill. The total adjustment to goodwill included in the table above was $12.2 million. Of this amount, approximately $10.9 million related to the correction of errors (see Note 8). The adjustments primarily relate to the remeasurement and correction of certain domestic and statutory tax liabilities and valuation of deferred tax assets attributable to SHL at the time of acquisition. Based on qualitative and quantitative factors considered, the Company deemed the adjustments to be immaterial to the overall consolidated financial statements. Thus, the consolidated balance sheet at December 31, 2012 was not retrospectively adjusted to include the effect of the measurement period adjustments. The allocation of the purchase price was finalized at December 31, 2013. | |||||||||||||
Goodwill and intangible assets are not deductible for tax purposes. As a result, the Company recorded a deferred tax liability of $90.1 million related to the difference in the book and tax basis of identifiable intangible assets. The final allocation of goodwill by reportable segment was $348.0 million to SHL Talent Measurement and $53.6 million to PDRI (included in the CEB segment) before the 2014 and 2013 PDRI goodwill impairments (see Note 8). | |||||||||||||
Customer relationships will be amortized over ten to fifteen years, acquired intellectual property will be amortized over seven to fifteen years, and trade names will be amortized over three to fifteen years. The estimated aggregate amortization expense relating to SHL Talent Measurement and PDRI intangible assets for each of the succeeding five years ended 2015 through 2019 is $25.1 million, $23.1 million, $23.1 million, $23.1 million, and $20.3 million, respectively, and $118.6 million thereafter after giving effect for the 2014 PDRI impairment (see Note 9). | |||||||||||||
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 recorded as part of the purchase accounting adjustments at the acquisition date was $34 million. Of this amount, $17.1 million, $9.9 million, and $2.5 million would have been recognized as revenue in 2012, 2013, and 2014, respectively, if not written down in purchase accounting. The remaining $4.5 million would have been recognized as revenue primarily in 2015 if not written down in purchase accounting. | |||||||||||||
The Company utilized a third-party valuation in determining the fair value of the definite-lived intangible assets. The income approach, which includes the application of the relief from royalty valuation method, was the primary technique utilized in valuing the identifiable intangible assets. The relief from royalty valuation method estimates the benefit of ownership of the intangible asset as the “relief” from the royalty expense that would need to be incurred in absence of ownership. The multi-period excess earnings method estimates the present value of the intangible asset’s future economic benefit, utilizing the estimated available cash flows that the intangible asset is expected to generate in the future. The Company’s assumptions and estimates utilized in its valuations were based on historical experience and information obtained from SHL management. | |||||||||||||
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 $35 million deferred revenue fair value adjustment (at the acquisition date exchange rate) on revenue recognized, amortization expense from acquired intangible assets, interest expense, and the related tax effects. In preparing the pro forma financial information, the Company assumed that $27 million of the deferred revenue fair value adjustment would be recognized in 2011 and $8 million would be recognized in 2012. In addition, Acquisition and related costs are presented in 2011 assuming the acquisition took place on January 1, 2011. Accordingly, 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): | |||||||||||||
Year Ended December 31, | |||||||||||||
2012 | 2011 | ||||||||||||
Pro forma revenue | $ | 753,442 | $ | 661,358 | |||||||||
Pro forma net income | $ | 53,274 | $ | 41,756 | |||||||||
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 have been included in the CEB segment since the date of the acquisition and are not considered material to the Company’s consolidated financial statements. Accordingly, pro forma financial information has not been presented. | |||||||||||||
Other Investments | |||||||||||||
The Company made an additional investment totaling $4.8 million in one of its existing private entity investments (Target Account Selling Group Limited, or “TAS”) in 2014. As a result, at December 31, 2014, the Company had approximately a 20% equity ownership in TAS. The Company concluded that based on the increased size of the investment, it is able to exercise influence. As such, the Company has accounted for its investment using the equity method of accounting. At December 31, 2014 and 2013, the aggregate carrying amount of $7.5 million and $2.7 million, respectively, was included in Other non-current assets in the consolidated balance sheets. | |||||||||||||
Additionally, in 2014, the Company exchanged its investment in preferred stock of PayScale, Inc. for common shares of PayScale Holdings, Inc. as part of the acquisition of PayScale, Inc. by a third party. As such, the Company adjusted its cost-method investment carrying amount to fair value at the exchange date, which resulted in a $6.6 million non-cash gain in 2014. The fair value of the common shares received was measured at the price paid for shares of the same class by new investors in PayScale Holdings, Inc. | |||||||||||||
At December 31, 2014 and December 31, 2013, the Company held a total of five investments in private entities with an aggregate carrying amount of $26.0 million and $14.6 million, respectively, included in Other non-current assets in the consolidated balance sheets. The cost method is used for four of these investments, as the Company either holds instruments that are other than common stock or in-substance common stock and do not have readily determinable fair values or where common stock or in-substance common stock is held, 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 as to whether an event or change in circumstances has occurred in that period that may have an adverse effect on the net realizable value of the assets. Because the investee entities are private companies without exchange traded securities, the fair value of the underlying investment is not practicable to estimate. The equity method is used for the TAS investment. | |||||||||||||
In 2014, the Company purchased a $2.6 million senior subordinated convertible promissory note (the “Convertible Note”) from one of its existing private entity investments. The Convertible Note matures on August 12, 2018 and bears annual interest of 8%. The Company has the right to elect to convert the outstanding principal and unpaid accrued interest to common shares of the investee at any time on or prior to the maturity date. Further, the Convertible Note provides an automatic conversion to preferred shares upon the investee’s equity financing event. The Company has bifurcated the automatic conversion feature since it represents an embedded derivative. The Company has accounted for the Convertible Note as an available-for-sale security. The fair value of the Convertible Note and the bifurcated automatic conversion feature of approximately $2.6 million are included in Other non-current assets in the consolidated balance sheet at December 31, 2014. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||
Fair Value Measurements | Note 5. 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): | |||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Financial assets | |||||||||||||||||||||||||
Cash and cash equivalents | $ | 114,934 | $ | — | $ | — | $ | 119,554 | $ | — | $ | — | |||||||||||||
Investments held through variable insurance products in a Rabbi Trust | — | 19,357 | — | — | 16,975 | — | |||||||||||||||||||
Forward currency exchange contracts | — | — | — | — | 761 | — | |||||||||||||||||||
Interest rate swaps | — | — | — | — | 880 | — | |||||||||||||||||||
Available-for-sale securities | — | — | 2,643 | — | — | — | |||||||||||||||||||
Financial liabilities | |||||||||||||||||||||||||
Forward currency exchange contracts | — | 23 | — | — | — | — | |||||||||||||||||||
Interest rate swaps | — | 717 | — | — | — | — | |||||||||||||||||||
Investments held through variable insurance products in a Rabbi Trust 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 of foreign currency exchange contracts and interest rate swaps are based on bank quotations for similar instruments using models with market-based inputs. | |||||||||||||||||||||||||
Available-for-sale securities represent the Convertible Note and related embedded derivative acquired by the Company in 2014 (see Note 4). The Company utilized various unobservable inputs, including the underlying stock price of the underlying company, interest rate trends, and probability of future conversions, to determine the fair value. | |||||||||||||||||||||||||
The changes to the fair values classified within Level 3 were, as follows (in thousands): | |||||||||||||||||||||||||
Beginning of year | $ | — | |||||||||||||||||||||||
Available-for-sale securities acquired | 2,643 | ||||||||||||||||||||||||
Total gains recognized | — | ||||||||||||||||||||||||
End of year | $ | 2,643 | |||||||||||||||||||||||
Certain assets, such as goodwill and intangible assets, 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 recorded fair value adjustments relating to the PDRI reporting unit goodwill impairment in 2014 (see Note 8). Any such fair value measurements would be included in the Level 3 fair value hierarchy. |
Accounts_Receivable_Net
Accounts Receivable, Net | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Receivables [Abstract] | |||||||||
Accounts Receivable, Net | Note 6. Accounts Receivable, Net | ||||||||
Accounts receivable, net consisted of the following (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Billed | $ | 203,575 | $ | 199,327 | |||||
Unbilled | 81,707 | 74,033 | |||||||
285,282 | 273,360 | ||||||||
Allowance for uncollectible revenue | (2,213 | ) | (2,096 | ) | |||||
Total accounts receivable, net | $ | 283,069 | $ | 271,264 | |||||
Property_and_Equipment_Net
Property and Equipment, Net | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment, Net | Note 7. Property and Equipment, Net | ||||||||
Property and equipment, net consisted of the following (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Furniture, fixtures, and equipment | $ | 66,684 | $ | 76,438 | |||||
Leasehold improvements | 96,254 | 93,391 | |||||||
Computer software and website development costs | 74,059 | 58,149 | |||||||
236,997 | 227,978 | ||||||||
Accumulated depreciation | (124,473 | ) | (121,124 | ) | |||||
Total property and equipment, net | $ | 112,524 | $ | 106,854 | |||||
Computer software and website development costs include the development of member facing websites that the Company uses to deliver research and advisory tools to customers. The net book value of these assets was $29.5 million and $23.8 million at December 31, 2014 and 2013, respectively. Depreciation expense for internally developed capitalized website development and internal use software was $10.2 million, $7.4 million, and $5.4 million in 2014, 2013, and 2012, respectively. Total depreciation expense was $29.4 million, $25.2 million, and $19.6 million in 2014, 2013, and 2012, respectively. |
Goodwill
Goodwill | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||
Goodwill | Note 8. Goodwill | ||||||||||||||||||||||||
Changes in the carrying amount of goodwill were as follows (in thousands): | |||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
CEB segment | SHL Talent | Total | CEB segment | SHL Talent | Total | ||||||||||||||||||||
Measurement | Measurement | ||||||||||||||||||||||||
segment | segment | ||||||||||||||||||||||||
Gross goodwill, beginning of year | $ | 93,719 | $ | 371,656 | $ | 465,375 | $ | 94,286 | $ | 377,013 | $ | 471,299 | |||||||||||||
Goodwill acquired | 43,584 | — | 43,584 | — | — | — | |||||||||||||||||||
Purchase accounting adjustments | (2,479 | ) | — | (2,479 | ) | (422 | ) | (11,822 | ) | (12,244 | ) | ||||||||||||||
Impact of foreign currency | (101 | ) | (23,672 | ) | (23,773 | ) | (145 | ) | 6,465 | 6,320 | |||||||||||||||
Gross goodwill, end of year | 134,723 | 347,984 | 482,707 | 93,719 | 371,656 | 465,375 | |||||||||||||||||||
Accumulated impairment loss, beginning of year | (22,600 | ) | — | (22,600 | ) | — | — | — | |||||||||||||||||
Impairment loss | (18,900 | ) | — | (18,900 | ) | (22,600 | ) | — | (22,600 | ) | |||||||||||||||
Accumulated impairment loss, end of year | (41,500 | ) | — | (41,500 | ) | (22,600 | ) | — | (22,600 | ) | |||||||||||||||
Net goodwill, end of year | $ | 93,223 | $ | 347,984 | $ | 441,207 | $ | 71,119 | $ | 371,656 | $ | 442,775 | |||||||||||||
The 2013 purchase accounting adjustments in the table above include $10.9 million related to the correction of errors in the SHL (including PDRI) acquisition date balance sheets. The adjustments primarily relate to the remeasurement and correction of certain domestic and statutory tax liabilities and valuation of deferred tax assets attributable to SHL at the time of the acquisition. The resulting $10.9 million goodwill decrease was recorded in the fourth quarter of 2013. The purchase accounting adjustments in the above table were calculated using the acquisition date foreign currency exchange rate. These errors were deemed immaterial based on the consideration of quantitative and qualitative factors. | |||||||||||||||||||||||||
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 Goodwill | |||||||||||||||||||||||||
During the quarter ended June 30, 2014, the Company recorded an impairment loss of $39.7 million. Of this amount, $20.8 million related to the customer list intangible asset and $18.9 million related to the goodwill of the PDRI reporting unit. This loss did not impact the Company’s liquidity position or cash flows. | |||||||||||||||||||||||||
Management identified indicators of potential impairment at June 30, 2014 through reviews of sales and operating results for the year-to-date period and consideration of additional insights into the impact of the current government contracting environment. Management had gained insights from sales proposals submitted to the US Federal government that would impact the future operating results of the reporting unit. Management determined that the reporting unit was unlikely to meet previously forecasted projections for cash flows in 2014 and beyond. Increased competitive pressures resulting principally from reduced government spending and uncertainty around future spending had caused overall margins in the PDRI business to decrease. Management also lowered its previously forecasted sales to the private sector based on the current outlook and opportunity pipeline. | |||||||||||||||||||||||||
Based on these indicators of impairment, management concluded it was likely that the carrying value of the PDRI reporting unit exceeded its fair value at June 30, 2014. As required, management performed a test of recoverability for the intangible assets of the reporting unit. On an undiscounted basis, the cash flows projected for PDRI’s current customer list did not exceed the carrying value of the asset at June 30, 2014. Management then performed a fair value calculation of the customer list asset based on estimates of future revenues and cash flows from those customers. The estimated fair value of the asset was $7.9 million which resulted in an impairment loss of $20.8 million. | |||||||||||||||||||||||||
Management then completed an interim Step 1 impairment analysis which indicated that the estimated fair value of the reporting unit did not exceed the carrying value after recording the impairment for the customer list asset. Consequently, management then completed Step 2 of the impairment analysis which resulted in an $18.9 million goodwill impairment loss. Following the impairment, the remaining balance of goodwill for the PDRI reporting unit was $12.4 million. | |||||||||||||||||||||||||
The impairment loss for goodwill and customer relationships does not result in a tax deduction for income tax purposes. At the time of the PDRI acquisition, a deferred tax liability in the amount of $14.2 million was established for the non-deductible amortization associated with this asset. In connection with the customer relationship impairment loss, $8.0 million of this deferred tax liability was reduced. The goodwill impairment is considered a permanent tax difference and as such, increased the Company’s effective tax rate in 2014. | |||||||||||||||||||||||||
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 had the most significant effect on the determination of fair value were: 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 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 private sector. The near to mid-term EBITDA margins were also estimated to increase nominally year-over-year from those experienced over the past six months during the forecast period. The assumed discount rate utilized was 14.5%. 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 were held constant, a one percentage point increase in the discount rate would have resulted in an approximately $1 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. Management seeks 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. | |||||||||||||||||||||||||
In the third quarter of 2013, the Company identified indicators of impairment for the PDRI reporting unit, including lower than anticipated results of operations and constrained forecasts of future operating results and rising interest rates. Accordingly, the Company completed an interim Step 1 impairment analysis which indicated that the estimated fair value of the reporting unit did not exceed the carrying value. Consequently, the Company completed Step 2 of the impairment analysis which resulted in a $22.6 million goodwill impairment loss. | |||||||||||||||||||||||||
SHL Goodwill | |||||||||||||||||||||||||
The Company concluded that goodwill for the SHL reporting unit was not impaired at October 1, 2014, the date of the Company’s annual impairment test. The carrying value of the reporting unit was $598 million at October 1, 2014 including $363 million of goodwill and $242 million of amortizable intangible assets. The estimated fair value of the SHL reporting unit exceeded its carrying value by less than 10%. This reporting unit remains at risk for future impairment if the projected operating results are not met or other inputs into the fair value measurement change. If all assumptions were held constant, a one percentage point increase in the discount rate would have resulted in an approximately $29 million decrease in the estimated fair value of the reporting unit. A 5% decrease in the selected market multiples would have resulted in a $15 million decrease in the estimated fair value of the reporting unit. | |||||||||||||||||||||||||
In the third quarter of 2013, the Company identified interim indicators of potential impairment for the SHL reporting unit, including lower revenue and EBITDA than had been anticipated at the time of the acquisition and rising interest rates. Upon identification of the interim impairment indicators, the Company completed Step 1 of the impairment test. The carrying value of the reporting unit was $600 million at September 30, 2013, including $375 million of goodwill and $269 million of amortizable intangible assets. The estimated fair value of the SHL reporting unit exceeded its carrying value by approximately 1% at September 30, 2013 and accordingly, a goodwill impairment loss was not recorded for this reporting unit. | |||||||||||||||||||||||||
The Company continues to monitor actual results versus forecasted results and external factors that may impact the enterprise value of the reporting unit. The reporting unit’s expenses are denominated primarily in the British Pound Sterling (“GBP”) while contracts with customers and revenues are in local currencies. An increase in the value of the GBP versus other global currencies may adversely impact operating results. Other factors that the Company is monitoring that may impact the fair value of the reporting unit include, but are not limited to: market comparable company multiples, interest rates, and global economic conditions. Through December 31, 2014, the SHL reporting unit’s operating results are in line with management estimates. |
Intangible_Assets_Net
Intangible Assets, Net | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||
Intangible Assets, Net | Note 9. Intangible Assets, Net | ||||||||||||||||||||
Intangible assets, net at December 31, 2014 consisted of the following (in thousands): | |||||||||||||||||||||
Gross Carrying | Impairment | Accumulated | Net Carrying | Weighted-Average | |||||||||||||||||
Amount | Loss | Amortization | Amount | Amortization | |||||||||||||||||
Period (in years) | |||||||||||||||||||||
Customer relationships | $ | 202,981 | $ | 20,800 | $ | 45,116 | $ | 137,065 | 11 | ||||||||||||
Acquired intellectual property | 97,685 | — | 29,200 | 68,485 | 12 | ||||||||||||||||
Trade names | 62,499 | — | 12,547 | 49,952 | 12.3 | ||||||||||||||||
Software | 15,116 | — | 10,235 | 4,881 | 1.5 | ||||||||||||||||
Total | $ | 378,281 | $ | 20,800 | $ | 97,098 | $ | 260,383 | 11.3 | ||||||||||||
Intangible assets, net at December 31, 2013 consisted of the following (in thousands): | |||||||||||||||||||||
Gross Carrying | Impairment | Accumulated | Net Carrying | Weighted-Average | |||||||||||||||||
Amount | Loss | Amortization | Amount | Amortization | |||||||||||||||||
Period (in years) | |||||||||||||||||||||
Customer relationships | $ | 196,296 | $ | — | $ | 29,219 | $ | 167,077 | 12 | ||||||||||||
Acquired intellectual property | 98,855 | — | 19,176 | 79,679 | 13.5 | ||||||||||||||||
Trade names | 66,048 | — | 7,954 | 58,094 | 13.2 | ||||||||||||||||
Software | 11,223 | — | 6,381 | 4,842 | 1.5 | ||||||||||||||||
Total | $ | 372,422 | $ | — | $ | 62,730 | $ | 309,692 | 12.5 | ||||||||||||
The Company’s intangible assets for foreign subsidiaries are recorded in their functional currency, which is their local currency, and therefore are subject to foreign currency translation adjustments. | |||||||||||||||||||||
In 2014, as part of the interim impairment test for PDRI (see Note 8), the Company completed a recoverability test related to the intangible assets of PDRI, which is included in the CEB segment. On an undiscounted basis, the cash flows projected for PDRI’s current customer list did not exceed the carrying value of the asset at the time of the interim impairment test. Management then performed a fair value calculation of the customer list asset based on estimates of future revenues and cash flows from those customers. The estimated fair value of the asset was $7.9 million, which was less than the carrying value of $28.7 million. As a result, the Company recorded a pre-tax impairment loss of $20.8 million in the second quarter of 2014. This non-cash loss did not impact the Company’s liquidity position or cash flows. | |||||||||||||||||||||
Amortization expense was $38.9 million, $34.9 million, and $18.3 million in 2014, 2013, and 2012, respectively. Future expected amortization of intangible assets at December 31, 2014, calculated using foreign currency exchange rates in effect at the balance sheet date, is as follows (in thousands): | |||||||||||||||||||||
2015 | $ | 34,164 | |||||||||||||||||||
2016 | 31,017 | ||||||||||||||||||||
2017 | 27,842 | ||||||||||||||||||||
2018 | 27,374 | ||||||||||||||||||||
2019 | 20,938 | ||||||||||||||||||||
Thereafter | 119,048 | ||||||||||||||||||||
Total | $ | 260,383 | |||||||||||||||||||
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accounts Payable and Accrued Liabilities | Note 10. Accounts Payable and Accrued Liabilities | ||||||||
Accounts payable and accrued liabilities consisted of the following (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accounts payable | $ | 6,653 | $ | 11,911 | |||||
Advanced membership payments received | 14,785 | 16,039 | |||||||
Other accrued liabilities | 68,258 | 57,344 | |||||||
Total accounts payable and accrued liabilities | $ | 89,696 | $ | 85,294 | |||||
Other_Liabilities
Other Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Other Liabilities Disclosure [Abstract] | |||||||||
Other Liabilities | Note 11. Other Liabilities | ||||||||
Other liabilities consisted of the following (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred compensation | $ | 19,145 | $ | 15,875 | |||||
Lease incentives | 39,628 | 33,209 | |||||||
Deferred rent benefit | 37,104 | 34,596 | |||||||
Deferred revenue – long term | 13,867 | 13,739 | |||||||
Other | 13,088 | 18,005 | |||||||
Total other liabilities | $ | 122,832 | $ | 115,424 | |||||
Senior_Secured_Credit_Faciliti
Senior Secured Credit Facilities | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Debt Disclosure [Abstract] | |||||
Senior Secured Credit Facilities | Note 12. 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 “Original 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 Original 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 entered into Amendment No. 3 (the “Amendment”) to the Credit Agreement. The Amendment (i) replaced the existing Term Loan A Facility with new refinancing term A-1 loans (the “Refinancing Term A-1 Loans”) in an aggregate principal amount of $269.9 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. The Company refers to the Original Senior Secured Credit Facilities, as modified by the Amendment, as the Senior Secured Credit Facilities. | |||||
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, which the Company achieved during 2014. As a result, the annual interest rate on the Term A-1 Loans was the Eurodollar Rate plus 2.00%, or 2.17%, at December 31, 2014. | |||||
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. Pursuant to the Amendment on August 2, 2013, 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 No mandatory prepayments were required for 2014. Thus, no amounts have been reclassified to current debt at December 31, 2014. In the event actual results trigger the mandatory prepayment, such prepayment amount will be reclassified from long-term debt to current debt in the Company’s consolidated balance sheets. The Company was in compliance with all of the covenants of the Credit Agreement at December 31, 2014. | |||||
In applying debt modification accounting in 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. These loan origination fees and deferred financing costs are being amortized into interest expense over the term of the Term A-1 Loans using the effective interest method. | |||||
Total amortization expense of loan origination fees and deferred financing costs was $2.6 million, $2.8 million and $1.8 million in 2014, 2013, and 2012 respectively. The Company paid interest of $15.6 million, $20.3 million and $8.4 million in 2014, 2013, and 2012, respectively. | |||||
The future minimum payments for the Term A-1 Loans are as follows for the years ended December 31st (in thousands): | |||||
2015 | $ | 15,750 | |||
2016 | 20,750 | ||||
2017 | 20,750 | ||||
2018 | 450,000 | ||||
2019 | — | ||||
Thereafter | — | ||||
Total principal payments | 507,250 | ||||
Less: unamortized original issue discount | 1,694 | ||||
Present value of principal payments | 505,556 | ||||
Less: current portion | 15,269 | ||||
Debt – long term | $ | 490,287 | |||
The Company believes the carrying value of its long term debt approximates its fair value as the terms and interest rates approximate market rates. |
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||
Derivative Instruments and Hedging | Note 13. Derivative Instruments and Hedging | ||||||||
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 US dollars (“USD”); however, the Company began offering foreign currency billing in 2012 to certain members outside the United States. Many of the costs associated with the CEB segment operations located outside the US 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 currency contracts, designated as cash flow hedging instruments, to protect against foreign currency exchange rate risks. A forward currency contract locks in a current foreign currency exchange rate at which the foreign currency transaction will occur at the future date. | |||||||||
In October 2013, the Company entered into interest rate swap arrangements with notional amounts totaling $275 million which amortize to $232 million through the August 2, 2018 maturity date of the Term A-1 Loans. The interest rate swap arrangements effectively fix the Company’s interest payments on the hedged debt at approximately 1.34% plus the credit spread on the Term A-1 Loans. 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 from foreign currency exchange contracts is 12 months and from interest rate swaps is 44 months. The forward currency contracts and interest rate swaps are recognized in the consolidated balance sheets at fair value. The Company’s asset and liability derivative positions are offset on a counterparty by counterparty basis if the contractual agreement provides for the net settlement of contracts with the counterparty in the event of default or termination of any one contract. Changes in the fair value measurements of the derivative instruments are reflected as adjustments to other comprehensive income (“OCI”) until such time as the actual foreign currency expenditures or interest payments are made and the unrealized gain/loss is reclassified from accumulated OCI to current earnings. There is generally no or an immaterial amount of ineffectiveness. The notional amount of outstanding forward currency contracts was £0.3 million and £11.9 million at December 31, 2014 and December 31, 2013, respectively. | |||||||||
In January 2015, the Company entered into forward currency contracts with notional amounts totaling AU$17.0 million, £16.4 million, and €14.3 million which will settle at various times through December 31, 2015, to reduce the Company’s exposure to foreign currency exchange rate fluctuations. These contracts have been designated as cash flow hedges of anticipated revenues and expenses to be recognized in the local currency and are expected to have no or an immaterial amount of ineffectiveness. | |||||||||
The fair value of derivative instruments in the Company’s consolidated balance sheets was as follows (in thousands): | |||||||||
December 31, | |||||||||
Balance Sheet Location | 2014 | 2013 | |||||||
Derivatives designated as hedging instruments: | |||||||||
Asset Derivatives | |||||||||
Prepaid expenses and other current assets | $ | — | $ | 761 | |||||
Other non-current assets | — | 880 | |||||||
Liability Derivatives | |||||||||
Accounts payable and accrued liabilities | 23 | — | |||||||
Other liabilities | 717 | — | |||||||
The pre-tax derivative instrument gains and losses recognized in OCI were as follows (in thousands): | |||||||||
Amount of Gain (Loss) | |||||||||
Recognized in OCI on | |||||||||
Derivative (Effective | |||||||||
portion) | |||||||||
December 31, | |||||||||
Derivatives in Cash Flow Hedging Relationships | 2014 | 2013 | |||||||
Forward currency contracts | $ | 34 | $ | 384 | |||||
Interest rate swap arrangements | (4,863 | ) | 880 | ||||||
The pre-tax effect of derivative instruments in the Company’s consolidated statements of operations was as follows (in thousands): | |||||||||
Amount of Gain (Loss) | |||||||||
Reclassified from | |||||||||
Accumulated OCI into | |||||||||
Income (Effective | |||||||||
portion) | |||||||||
December 31, | |||||||||
Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | 2014 | 2013 | |||||||
Cost of services | $ | 300 | $ | (77 | ) | ||||
Member relations and marketing | 247 | (63 | ) | ||||||
General and administrative | 120 | (31 | ) | ||||||
Interest expense | (3,266 | ) | — | ||||||
$ | (2,599 | ) | $ | (171 | ) | ||||
Stockholders_Equity_and_Shareb
Stockholders' Equity and Share-based Compensation | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||
Stockholders' Equity and Share-based Compensation | Note 14. Stockholders’ Equity and Share-based Compensation | ||||||||||||||||||||||||||
Share-Based Compensation | |||||||||||||||||||||||||||
Under share-based compensation plans, the Company currently has outstanding RSUs, SARs, and PSAs granted to employees and directors. 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 $15.6 million, $12.5 million, and $9.2 million in 2014, 2013, and 2012, respectively. These amounts are allocated to cost of services, member relations and marketing, and general and administrative expenses in the consolidated statements of operations. The total income tax benefit for share-based compensation arrangements was $6.2 million, $5.0 million, and $3.7 million in 2014, 2013, and 2012, respectively. At December 31, 2014, $24.9 million of total estimated unrecognized share-based compensation cost is expected to be recognized over a weighted-average period of 3 years. | |||||||||||||||||||||||||||
Equity Incentive Plans | |||||||||||||||||||||||||||
In June 2012, the Company’s stockholders approved and the Company adopted the 2012 Stock Incentive Plan (the “2012 Plan”), which provides for the granting of stock options, SARs, restricted stock, RSUs, deferred stock units, and incentive bonuses. The 2012 Plan provides for the issuance of up to 5,600,000 shares of common stock plus any shares subject to outstanding awards under the 2004 Incentive Plan (the “2004 Plan”) that, on or after June 7, 2012, cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and non-forfeitable shares), up to an aggregate maximum of 11,198,113 shares. Prior to the approval of the 2012 Plan, share based awards were issued under the 2004 plan. Upon stockholder approval of the 2012 Plan, the 2004 Plan was suspended and no new grants will be made under the 2004 Plan. The Company had 6.2 million shares available for issuance under the 2012 Plan at December 31, 2014. Each RSU and PSA grant counts 2.5 to 1 and each SAR grant counts 1 to 1 against the shares available for issuance under the 2012 Plan. | |||||||||||||||||||||||||||
Restricted Stock Units | |||||||||||||||||||||||||||
The following table summarizes the changes in RSUs: | |||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||
Number | Weighted Average | Number | Weighted Average | Number | Weighted Average | ||||||||||||||||||||||
of Restricted | Grant Date Fair | of Restricted | Grant Date Fair | of Restricted | Grant Date Fair | ||||||||||||||||||||||
Stock Units | Value | Stock Units | Value | Stock Units | Value | ||||||||||||||||||||||
Nonvested, beginning of year | 749,955 | $ | 46.03 | 782,517 | $ | 33.83 | 826,482 | $ | 26.58 | ||||||||||||||||||
Granted | 340,298 | 69.7 | 320,204 | 56.65 | 324,384 | 42.38 | |||||||||||||||||||||
Forfeited | (77,652 | ) | 54.57 | (27,489 | ) | 45.35 | (75,729 | ) | 30.39 | ||||||||||||||||||
Vested | (295,464 | ) | 40.76 | (325,277 | ) | 27.18 | (292,620 | ) | 23.74 | ||||||||||||||||||
Nonvested, end of year | 717,137 | 58.51 | 749,955 | 46.03 | 782,517 | 33.83 | |||||||||||||||||||||
Performance Based Stock Awards | |||||||||||||||||||||||||||
The following table summarizes the changes in PSAs: | |||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||
Number | Weighted Average | Number | Weighted Average | Number | Weighted Average | ||||||||||||||||||||||
of Performance | Grant Date Fair | of Performance | Grant Date Fair | of Performance | Grant Date Fair | ||||||||||||||||||||||
Awards | Value | Awards | Value | Awards | Value | ||||||||||||||||||||||
Nonvested, beginning of year | 60,639 | $ | 48.42 | 32,834 | $ | 41.87 | — | $ | — | ||||||||||||||||||
Granted | 29,873 | 69.44 | 27,805 | 56.15 | 32,834 | 41.87 | |||||||||||||||||||||
Forfeited | (11,909 | ) | 52.6 | — | — | — | — | ||||||||||||||||||||
Performance adjustment | (915 | ) | 50.57 | — | — | — | — | ||||||||||||||||||||
Vested | (29,700 | ) | 41.87 | — | — | — | — | ||||||||||||||||||||
Nonvested, end of year | 47,988 | 64.48 | 60,639 | 48.42 | 32,834 | 41.87 | |||||||||||||||||||||
PSAs are granted to the Company’s corporate leadership team. The ultimate number of PSAs that vest is based upon the achievement of specified levels of revenue and Adjusted EBITDA in the three-year periods ended December 31, 2014, 2015, and 2016, respectively. | |||||||||||||||||||||||||||
In February 2015, the Company’s Board of Directors approved the Company’s final performance measures for the three-year period ended December 31, 2014. As a result, on February 20, 2015, the Company released 29,700 PSAs, which vested on December 31, 2014. | |||||||||||||||||||||||||||
Stock Appreciation Rights | |||||||||||||||||||||||||||
The following table summarizes the changes in SARs: | |||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||
Number of | Weighted | Number of | Weighted | Number of | Weighted | ||||||||||||||||||||||
Stock | Average | Stock | Average | Stock | Average | ||||||||||||||||||||||
Appreciation | Exercise | Appreciation | Exercise | Appreciation | Exercise | ||||||||||||||||||||||
Rights | Price | Rights | Price | Rights | Price | ||||||||||||||||||||||
Outstanding, beginning of year | 587,998 | $ | 58.87 | 981,133 | $ | 64.53 | 1,118,258 | $ | 62.81 | ||||||||||||||||||
Granted | — | — | — | — | — | — | |||||||||||||||||||||
Forfeited | (850 | ) | 74.98 | (221,010 | ) | 97.56 | (58,375 | ) | 63.58 | ||||||||||||||||||
Exercised | (416,394 | ) | 67.74 | (172,125 | ) | 41.47 | (78,750 | ) | 40.8 | ||||||||||||||||||
Outstanding, end of year | 170,754 | 37.14 | 587,998 | 58.87 | 981,133 | 64.53 | |||||||||||||||||||||
Vested or expected to vest, end of year | 170,754 | 37.14 | 585,898 | 58.97 | 976,933 | 64.68 | |||||||||||||||||||||
Exercisable, end of year | 170,754 | 37.14 | 572,998 | 59.62 | 951,133 | 65.62 | |||||||||||||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for those awards that have an exercise price currently below the closing price. At December 31, 2014 and 2013, the Company had 170,754 and 572,998 vested SARs with an aggregate intrinsic value of $6.0 million and $10.2 million, respectively. The total intrinsic value of SARs exercised in 2014 and 2013 was $3.5 million and $3.1 million, respectively. | |||||||||||||||||||||||||||
The following table summarizes the characteristics of SARs at December 31, 2014: | |||||||||||||||||||||||||||
Stock Appreciation Rights Outstanding | Stock Appreciation Rights Exercisable | ||||||||||||||||||||||||||
Range of | Shares | Weighted | Weighted | Shares | Weighted | Weighted | |||||||||||||||||||||
Exercise Prices | Average | Average | Average | Average | |||||||||||||||||||||||
Exercise | Remaining | Exercise | Remaining | ||||||||||||||||||||||||
Price | Contractual | Price | Contractual | ||||||||||||||||||||||||
Life-Years | Life-Years | ||||||||||||||||||||||||||
$ | 30.01 – $40.00 | 60,000 | $ | 30.01 | 2.69 | 60,000 | $ | 30.01 | 2.69 | ||||||||||||||||||
40.01 – 50.00 | 110,754 | 41 | 0.18 | 110,754 | 41 | 0.18 | |||||||||||||||||||||
$ | 30.01 – $50.00 | 170,754 | 37.14 | 1.07 | 170,754 | 37.14 | 1.07 | ||||||||||||||||||||
Stock Options | |||||||||||||||||||||||||||
The following table summarizes the changes in stock options: | |||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||
Number | Weighted | Number | Weighted | ||||||||||||||||||||||||
of Options | Average | of Options | Average | ||||||||||||||||||||||||
Exercise | Exercise | ||||||||||||||||||||||||||
Price | Price | ||||||||||||||||||||||||||
Outstanding, beginning of year | 153,145 | $ | 40.91 | 672,865 | $ | 58.79 | |||||||||||||||||||||
Granted | — | — | — | — | |||||||||||||||||||||||
Forfeited | — | — | (475,875 | ) | 66.97 | ||||||||||||||||||||||
Exercised | (153,145 | ) | 40.91 | (43,845 | ) | 32.46 | |||||||||||||||||||||
Outstanding, end of year | — | — | 153,145 | 40.91 | |||||||||||||||||||||||
Vested or expected to vest, end of year | — | — | 153,145 | 40.91 | |||||||||||||||||||||||
Exercisable, end of year | — | — | 153,145 | 40.91 | |||||||||||||||||||||||
There were no outstanding stock options at December 31, 2014 and 2013. The total intrinsic value of stock options exercised in 2013 and 2012 was $2.1 million, and $0.4 million, respectively. | |||||||||||||||||||||||||||
Share Repurchases | |||||||||||||||||||||||||||
In August 2011, the Company’s Board of Directors authorized a $50 million stock repurchase program for the Company’s common stock, which expired on December 31, 2012. In February 2013, the Company’s Board of Directors approved a $50 million stock repurchase program, which expired on December 31, 2014. In 2014, 2013, and 2012, the Company repurchased 0.4 million, 0.2 million, and 0.2 million shares of its common stock, respectively, at a total cost of $30.0 million, $2.7 million, and $10.0 million, respectively, pursuant to publicly announced plans. The remaining repurchase activity in 2014, 2013, and 2012 was related to common stock surrendered by employees to satisfy federal and state tax withholding obligations. | |||||||||||||||||||||||||||
In February 2015, the Company’s Board of Directors approved a new $100 million stock repurchase program, which is authorized through December 31, 2016. 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. | |||||||||||||||||||||||||||
Dividends | |||||||||||||||||||||||||||
The Company funds its dividend payments with cash on hand and cash generated from operations. In February 2015, the Board of Directors declared a first quarter 2015 cash dividend of $0.375 per share. The dividend is payable on March 31, 2015 to stockholders of record at the close of business on March 16, 2015. In 2014, the Company declared and paid quarterly cash dividends of $0.2625 per share for each quarter of 2014. | |||||||||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||||||||
The Company had 5.0 million shares of preferred stock authorized with a par value of $0.01 per share at December 31, 2014 and 2013. No shares were issued and outstanding at December 31, 2014 and 2013. |
Restructuring_Costs
Restructuring Costs | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Restructuring and Related Activities [Abstract] | |||||
Restructuring Costs | Note 15. Restructuring Costs | ||||
In the fourth quarter of 2014, the Company committed to a workforce reduction plan (the “2014 Plan”) as it identified areas where changes to structure as a result of technology investments or process improvement created redundancies. Total pretax restructuring charges related to the 2014 Plan are estimated to be approximately $3.3 million, consisting primarily of severance and related termination benefits, of which the Company recorded $1.8 million in the fourth quarter of 2014. The remaining costs are expected to be recognized and all of the cash is expected to be paid in 2015. | |||||
Changes to the 2014 Plan restructuring liability are, as follows (in thousands): | |||||
December 31, 2014 | |||||
Balance at beginning of the year | $ | — | |||
Costs incurred | 1,830 | ||||
Cash payments | — | ||||
Balance at end of the year | $ | 1,830 | |||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | Note 16. Income Taxes | ||||||||||||
The provision for income taxes consisted of the following (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current tax expense | |||||||||||||
Federal | $ | 48,926 | $ | 30,421 | $ | 35,279 | |||||||
State and local | 12,300 | 6,901 | 8,062 | ||||||||||
Foreign | 846 | 3,411 | 2,685 | ||||||||||
Total current tax expense | 62,072 | 40,733 | 46,026 | ||||||||||
Deferred tax (benefit) expense | |||||||||||||
Federal | (13,193 | ) | 425 | (2,662 | ) | ||||||||
State and local | (1,995 | ) | (397 | ) | (544 | ) | |||||||
Foreign | (6,206 | ) | (12,294 | ) | (5,251 | ) | |||||||
Total deferred tax (benefit) expense | (21,394 | ) | (12,266 | ) | (8,457 | ) | |||||||
Provision for income taxes | $ | 40,678 | $ | 28,467 | $ | 37,569 | |||||||
In 2014, 2013, and 2012, the Company made cash payments for income taxes of $41.6 million, $43.4 million, and $36.9 million, respectively. | |||||||||||||
The components of Income before provision for income taxes were as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
US sources | $ | 85,462 | $ | 67,248 | $ | 87,994 | |||||||
Non-US sources | 6,388 | (6,810 | ) | (13,374 | ) | ||||||||
Total | $ | 91,850 | $ | 60,438 | $ | 74,620 | |||||||
The provision for income taxes differs from the amount of income taxes determined by applying the US federal income tax statutory rate to income before provision for income taxes as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory US federal income tax rate | 35 | % | 35 | % | 35 | % | |||||||
Effect of foreign tax rates | 2.3 | 8.1 | 2.1 | ||||||||||
State income taxes, net of US federal benefit | 6.6 | 7.5 | 6.2 | ||||||||||
Goodwill impairment | 7.2 | 13.1 | — | ||||||||||
Effect of financing | (6.5 | ) | (10.4 | ) | (2.2 | ) | |||||||
Foreign exchange differences | (1.5 | ) | (5.5 | ) | (0.1 | ) | |||||||
Change in valuation allowance | (1.7 | ) | 4.1 | — | |||||||||
Tax rate changes | — | (8.3 | ) | 0.2 | |||||||||
Disallowed expenses, including transaction costs | 2.2 | 1.9 | 7.1 | ||||||||||
Other | 0.7 | 1.6 | 2 | ||||||||||
Effective tax rate | 44.3 | % | 47.1 | % | 50.3 | % | |||||||
The Company’s effective tax rate reflects the tax benefits of certain financing activities from year to year. In addition, the Company released a portion of the valuation allowance in various jurisdictions and incurred a lower impairment loss from the prior year further reducing the Company’s overall effective tax rate. | |||||||||||||
The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities consist of the following (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets | |||||||||||||
Share-based compensation | $ | 4,808 | $ | 7,949 | |||||||||
Accrued incentive compensation | 17,091 | 17,537 | |||||||||||
Accruals and reserves | 1,759 | 885 | |||||||||||
Net operating loss and tax credit carryforwards | 16,132 | 16,142 | |||||||||||
Deferred compensation plan | 6,550 | 4,748 | |||||||||||
Deferred revenue | 13,954 | 6,649 | |||||||||||
Operating leases and lease incentives | 25,270 | 22,588 | |||||||||||
Other | — | 2,491 | |||||||||||
Total deferred tax assets | 85,564 | 78,989 | |||||||||||
Valuation allowance | (10,136 | ) | (11,463 | ) | |||||||||
Total deferred tax assets, net of valuation allowance | 75,428 | 67,526 | |||||||||||
Deferred tax liabilities | |||||||||||||
Deferred incentive compensation | 9,165 | 9,635 | |||||||||||
Depreciation | 12,402 | 11,439 | |||||||||||
Goodwill and intangibles | 65,789 | 76,663 | |||||||||||
Other | 2,082 | 557 | |||||||||||
Total deferred tax liabilities | 89,438 | 98,294 | |||||||||||
Net deferred tax liabilities | $ | 14,010 | $ | 30,768 | |||||||||
The Company’s deferred tax asset valuation allowances are primarily the result of uncertainties regarding the future realization of recorded tax benefits on tax loss carryforwards and tax credits in various jurisdictions. Current evidence does not suggest the Company will realize sufficient taxable income of the appropriate character within the carryforward period to allow the Company to realize these deferred tax benefits. If the Company were to identify and implement tax planning strategies to recover these deferred tax assets or generate sufficient income of the appropriate character in these jurisdictions in the future, it could lead to the reversal of these valuation allowances and a reduction of income tax expense. | |||||||||||||
At December 31, 2014, the Company had US net operating loss carryforwards for federal tax purposes of approximately $8.9 million which expire, if unused, in various years from 2020 to 2031. At December 31, 2014, the Company had $11.3 million of non-trading losses and $2.0 million of net operating losses available for carryforward indefinitely under UK tax law. At December 31, 2014, the Company had other foreign net operating loss carryforwards of approximately $4.0 million, of which $2.1 million can be carried forward indefinitely under current local tax laws and $1.9 million will expire, if unused, years beginning 2030. The Company has recorded a $1.9 million valuation allowance against the deferred tax asset related to the UK tax losses carryforwards at December 31, 2014. | |||||||||||||
The Company has Washington DC tax credit carryforwards resulting in a deferred tax asset of $7.2 million at December 31, 2014 and 2013, respectively. These credits expire in years 2015 through 2018. The Company recorded a $7.2 million valuation allowance related to these credit carryforwards at December 31, 2014 and 2013, respectively. | |||||||||||||
Undistributed earnings of the Company’s foreign subsidiaries were $59.8 million, $37.6 million, and $34.0 million at December 31, 2014, 2013, and 2012, respectively. Those earnings are considered to be indefinitely reinvested; accordingly, no provision for applicable taxes has been provided thereon. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to both US income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred US income tax liability is not practicable due to the complexities associated with its hypothetical calculation; however, unrecognized foreign tax credit carryforwards would be available to reduce some portion of the US liability. | |||||||||||||
A reconciliation of the beginning and ending unrecognized tax benefit was as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at beginning of the year | $ | 16,044 | $ | 5,074 | $ | 1,132 | |||||||
Additions based on tax positions related to the current year | 805 | 1,686 | 23 | ||||||||||
Additions for tax positions of prior years | 6,654 | 10,856 | — | ||||||||||
Positions assumed in SHL acquisition | — | — | 3,999 | ||||||||||
Reductions for tax positions of prior years | (318 | ) | (467 | ) | — | ||||||||
Reductions for lapse of statute of limitations | (1,364 | ) | (1,105 | ) | (80 | ) | |||||||
Settlements | — | — | — | ||||||||||
Balance at end of the year | $ | 21,821 | $ | 16,044 | $ | 5,074 | |||||||
The Company files income tax returns in US Federal, state, and foreign jurisdictions. With few exceptions, the Company is no longer subject to tax examinations in major tax jurisdictions for periods prior to 2011. If the Company was able to recognize the uncertain tax benefits of $21.8 million, only $18.1 million would affect the Company’s effective tax rate. Interest and penalties recognized related to uncertain tax positions amounted to $0.2 million, $(0.2) million, and $0.2 million in 2014, 2013, and 2012, respectively. Accrued interest and penalties were $1.8 million and $1.6 million at December 31, 2014 and 2013, respectively, and was included in Accounts payable and accrued liabilities. The Company revised its acquisition related uncertain tax benefits in 2014 resulting in an increase to unrecognized tax benefits with an offsetting decrease in interest. | |||||||||||||
At December 31, 2014, the Company had outstanding claims related to income apportionment with certain state taxing jurisdictions that, if successful, would result in a refund of $15.5 million. Due to the uncertainty of the ability to recover the claims, the Company established an uncertain tax benefit of $15.5 million. The Company has prepaid certain foreign tax assessments which are being challenged and has established an uncertain tax benefit on those taxes. The Company believes that it is reasonably possible that a decrease of up to $15.5 million in unrecognized tax benefits related to state exposures may be necessary within the coming year. In addition, the Company believes that it is reasonably possible that $0.9 million of its current other remaining unrecognized tax benefits, each of which are individually insignificant, may be recognized by the end of 2015 as a result of a lapse in the statute of limitations. | |||||||||||||
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. The examination was completed in 2013 with no material adjustments. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | Note 17. Employee Benefit Plans |
Defined Contribution 401(k) Plan | |
The Company sponsors a defined contribution 401(k) plan (the “Plan”). Pursuant to the Plan, all employees who have reached the age of 21 are eligible to participate. The Company provides a discretionary contribution equal to 50% of an employee’s contribution up to a maximum of 6% of base salary. The Company’s matching contribution is subject to a four-year vesting schedule of 25% per year beginning one year from the employee’s date of hire and an employee must be employed by the Company on the last day of the Plan year in order to vest in the Company’s contribution for that year. The Company’s contributions to the Plan were $6.6 million, $6.4 million, and $4.5 million in 2014, 2013, and 2012, respectively. | |
Employee Stock Purchase Plan | |
The Company sponsors an employee stock purchase plan (the “ESPP”) for all eligible employees. Under the ESPP, employees authorize payroll deductions from 1% to 10% of their eligible compensation to purchase shares of the Company’s common stock. The total shares of the Company’s common stock authorized for issuance under the ESPP is 1,050,000. Under the plan, shares of the Company’s common stock may be purchased over an offering period, typically three months, at 85% of the lower of the fair market value on the first or last day of the applicable offering period. In 2014, 2013, and 2012, the Company issued 21,605 shares, 19,616 shares, and 19,420 shares of common stock, respectively, under the ESPP. At December 31, 2014, approximately 0.7 million shares were available for issuance. | |
Deferred Compensation Plan | |
The Company has a Deferred Compensation Plan (the “Deferred Compensation Plan”) for certain employees and members of the Board of Directors to provide an opportunity to defer compensation on a pre-tax basis. The Deferred Compensation Plan provides for deferred amounts to be credited with investment returns based on investment options selected by participants from alternatives designated from time to time by the plan administrative committee. The Company invests funds sufficient to pay the deferred compensation liabilities in mutual fund investments through insurance contracts in a Rabbi Trust to match the investment options made by participants. These investments are considered trading securities, carried at fair value, and included in Other assets in the consolidated balance sheets. Earnings associated with the Deferred Compensation Plan’s assets were $0.7 million, $2.1 million, and $1.7 million in 2014, 2013, and 2012, respectively, and are included in Interest income and other while offsetting changes in individual participant account balances are recorded as compensation expense in the consolidated statements of operations. | |
The Deferred Compensation Plan also allows the Company to make discretionary contributions at any time based on individual or overall Company performance, which may be subject to a different vesting schedule than elective deferrals, and provides that the Company will make up any 401(k) plan match that is not credited to the participant’s 401(k) account due to his or her participation in the Deferred Compensation Plan. The Company did not make any discretionary contributions to the Deferred Compensation Plan in 2014, 2013, or 2012. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||
Commitments and Contingencies | Note 18. Commitments and Contingencies | ||||||||||||||||||||||||||||
Operating Leases | |||||||||||||||||||||||||||||
The Company leases office facilities that expire on various dates through 2032. Generally, the leases carry renewal provisions and rental escalations and require the Company to pay executory costs such as taxes and insurance. | |||||||||||||||||||||||||||||
In July 2014, the Company entered into a lease agreement (subsequently amended and restated in December 2014) to become the primary tenant of a new commercial building in Arlington, Virginia. The lease is for approximately 349,000 square feet and is estimated to commence in 2018 for a fifteen-year term. The Company currently expects to pay approximately $22 million per year beginning in 2018, subject to rental escalations and a pro rata share of increased operating expenses and real estate taxes above the base year. The new lease agreement provides the Company with various incentives, currently estimated to total approximately $56 million. The Company will accrue these lease incentives and recognize them on a straight-line basis over the term of the new Arlington, Virginia lease as a reduction of rent expense. The Company expects to account for the new lease as an operating lease. In January 2015 and February 2015, the Company provided $5 million in an escrow account and $3.6 million in the form of a letter of credit, respectively, to satisfy the security deposit requirements under this lease. | |||||||||||||||||||||||||||||
In connection with the new lease, the lessor agreed to assume the Company’s previous obligations for one of its Arlington, Virginia locations. In the event the lessor fails to make required payments, as provided in the assignment agreement, the Company has the right to reduce its rental payments for the new lease. Based on the information available at December 31, 2014, the lease assignment is included in the sublease receipts amounts in the table below beginning in 2018 and thereafter. The Company will remain the primary obligor in case of default by the new lease lessor under this assumption. The new lease lessor may negotiate a sublease or settlement of the obligation it has assumed. If and when such sublease or settlement is negotiated, the Company would be required to recognize a loss on the sublease or settlement equal to the difference between the fair value of the sublease rentals (or in the event of settlement, the settlement payment) and the Company’s obligation under the lease. | |||||||||||||||||||||||||||||
In September 2013, one of the subtenants of the Company’s headquarters exercised its right under the sublease to acquire additional office space of approximately 29,000 square feet. This expansion period began 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. | |||||||||||||||||||||||||||||
In October 2012, the Company entered into a lease agreement for 108,800 square feet in Arlington, Virginia. This increased the Company’s aggregate rent expense by $2.7 million in 2013 and by $4.6 million each year thereafter through the end of the lease period. Total lease payments over the non-cancelable term ending on December 31, 2023, including escalations, will be approximately $56 million. | |||||||||||||||||||||||||||||
In November 2012, the Company entered into an agreement to extend a current sublease for one floor of its corporate headquarters and sublet an additional floor beginning on January 1, 2014 for a five year period. | |||||||||||||||||||||||||||||
Future minimum rental payments under non-cancelable operating leases (including the new Arlington, Virginia lease) and future minimum receipts under subleases (including the lease assignment discussed above), excluding executory costs, are as follows at December 31, 2014 (in thousands): | |||||||||||||||||||||||||||||
Payments Due by Period at December 31, 2014 | |||||||||||||||||||||||||||||
Total | YE 2015 | YE 2016 | YE 2017 | YE 2018 | YE 2019 | Thereafter | |||||||||||||||||||||||
Operating lease obligations | $ | 952,397 | $ | 52,613 | $ | 52,734 | $ | 50,504 | $ | 69,912 | $ | 63,877 | $ | 662,757 | |||||||||||||||
Subleases receipts | (308,033 | ) | (21,781 | ) | (22,308 | ) | (22,396 | ) | (28,452 | ) | (24,267 | ) | (188,829 | ) | |||||||||||||||
Total net lease obligations | $ | 644,364 | $ | 30,832 | $ | 30,426 | $ | 28,108 | $ | 41,460 | $ | 39,610 | $ | 473,928 | |||||||||||||||
Rent expense, net of sublease income, was $30.5 million, $29.8 million, and $24.2 million in 2014, 2013, and 2012, respectively. | |||||||||||||||||||||||||||||
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 $4.5 million and $5.8 million liability at December 31, 2014 and 2013, respectively, relating to certain sales and use tax regulations for states in which the Company sells or supports its goods and services. | |||||||||||||||||||||||||||||
Other | |||||||||||||||||||||||||||||
At December 31, 2014, the Company had outstanding letters of credit totaling $7.8 million to provide security deposits for certain office space leases. The letters of credit expire annually but will automatically extend for another annual term from their expiration dates unless the Company terminates them. To date, no amounts have been drawn on these agreements. |
Changes_in_Accumulated_Element
Changes in Accumulated Elements of Other Comprehensive Income (Loss) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Changes in Accumulated Elements of Other Comprehensive Income (Loss) | Note 19. Changes in Accumulated Elements of Other Comprehensive Income (Loss) | ||||||||||||
Accumulated elements of other comprehensive income (loss) (“AOCI”) is a balance sheet item in the stockholders’ equity section of the Company’s 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 in 2014 were, as follows (in thousands): | |||||||||||||
Cash Flow Hedges, | Foreign Currency | Total | |||||||||||
Net of Tax | Translation | ||||||||||||
Adjustments | |||||||||||||
Balance, December 31, 2013 | $ | 909 | $ | 42,378 | $ | 43,287 | |||||||
Net unrealized (losses) gains | (2,897 | ) | — | (1,914 | ) | ||||||||
Reclassification of losses (gains) into earnings | 1,559 | — | 576 | ||||||||||
Net translation of investments in foreign operations | — | (32,926 | ) | (32,926 | ) | ||||||||
Net translation of intra-entity loans | — | (14,612 | ) | (14,612 | ) | ||||||||
Net change in Accumulated other comprehensive income (loss) | (1,338 | ) | (47,538 | ) | (48,876 | ) | |||||||
Balance, December 31, 2014 | $ | (429 | ) | $ | (5,160 | ) | $ | (5,589 | ) | ||||
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. |
Segments_and_Geographic_Areas
Segments and Geographic Areas | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Segments and Geographic Areas | Note 20. Segments and Geographic Areas | ||||||||||||||||
Operating segments are components of an enterprise about which separate financial information is available and regularly evaluated by the chief operating decision maker of an enterprise. Since the acquisition of SHL, the Company has had two reportable segments, CEB and SHL Talent Measurement. The CEB segment, which includes the Company’s historical business operations prior to the acquisition of SHL, 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 and also to commercial enterprises, and recently-acquired Metrics That Matter and Talent Neuron. | |||||||||||||||||
The SHL Talent Measurement 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, talent development, talent strategy and analytics, 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 segment provides assessments that assist customers in determining potential candidates for employment and career planning, consulting services that are customizations to the assessments, and training services related to use of assessments. | |||||||||||||||||
The Company 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 and Metrics That Matter revenue recognized in the post-acquisition period to reflect the adjustment of deferred revenue at the acquisition date to fair value (the “deferred revenue fair value adjustment”). The Company defines segment Adjusted EBITDA as segment net income (loss) before loss from discontinued operations, net of provision for income taxes; provision for income taxes; interest expense, net; gain on cost method investment; debt extinguishment costs; depreciation and amortization; the impact of the deferred revenue fair value adjustment; acquisition related costs; impairment loss; restructuring costs; share-based compensation; costs associated with exit activities; 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 was as follows (in thousands): | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Revenue | |||||||||||||||||
CEB segment | $ | 701,573 | $ | 634,302 | $ | 564,062 | |||||||||||
SHL Talent Measurement segment | 207,401 | 185,751 | 58,592 | ||||||||||||||
Total revenue | $ | 908,974 | $ | 820,053 | $ | 622,654 | |||||||||||
Adjusted revenue | |||||||||||||||||
CEB segment | $ | 705,110 | $ | 634,302 | $ | 564,062 | |||||||||||
SHL Talent Measurement segment | 209,870 | 195,665 | 75,726 | ||||||||||||||
Total Adjusted revenue | $ | 914,980 | $ | 829,967 | $ | 639,788 | |||||||||||
Operating profit (loss) | |||||||||||||||||
CEB segment | $ | 98,108 | $ | 103,322 | $ | 97,013 | |||||||||||
SHL Talent Measurement segment | (4,463 | ) | (12,609 | ) | (12,345 | ) | |||||||||||
Total operating profit | $ | 93,645 | $ | 90,713 | $ | 84,668 | |||||||||||
Adjusted EBITDA | |||||||||||||||||
CEB segment | $ | 199,464 | $ | 173,537 | $ | 154,600 | |||||||||||
SHL Talent Measurement segment | 38,265 | 32,554 | 19,589 | ||||||||||||||
Total Adjusted EBITDA | $ | 237,729 | $ | 206,091 | $ | 174,189 | |||||||||||
Adjusted EBITDA margin | |||||||||||||||||
CEB segment | 28.3 | % | 27.4 | % | 27.4 | % | |||||||||||
SHL Talent Measurement segment | 18.2 | % | 16.6 | % | 25.9 | % | |||||||||||
Total Adjusted EBITDA margin | 26 | % | 24.8 | % | 27.2 | % | |||||||||||
Depreciation and amortization | |||||||||||||||||
CEB segment | $ | 33,707 | $ | 28,356 | $ | 24,371 | |||||||||||
SHL Talent Measurement segment | 34,579 | 31,731 | 13,487 | ||||||||||||||
Total depreciation and amortization | $ | 68,286 | $ | 60,087 | $ | 37,858 | |||||||||||
The table below reconciles revenue to Adjusted revenue (in thousands): | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Revenue | $ | 908,974 | $ | 820,053 | $ | 622,654 | |||||||||||
Impact of the deferred revenue fair value adjustment | 6,006 | 9,914 | 17,134 | ||||||||||||||
Adjusted revenue | $ | 914,980 | $ | 829,967 | $ | 639,788 | |||||||||||
The table below reconciles Net income to Adjusted EBITDA (in thousands): | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Net income | $ | 51,172 | $ | 31,971 | $ | 37,051 | |||||||||||
Provision for income taxes | 40,678 | 28,467 | 37,569 | ||||||||||||||
Interest expense, net | 18,046 | 22,337 | 10,834 | ||||||||||||||
Gain on cost method investment | (6,585 | ) | — | — | |||||||||||||
Debt extinguishment costs | — | 6,691 | — | ||||||||||||||
Depreciation and amortization | 68,286 | 60,087 | 37,858 | ||||||||||||||
Impact of the deferred revenue fair value adjustment | 6,006 | 9,914 | 17,134 | ||||||||||||||
Acquisition related costs | 2,964 | 11,477 | 24,529 | ||||||||||||||
Impairment loss | 39,700 | 22,600 | — | ||||||||||||||
Restructuring costs | 1,830 | — | — | ||||||||||||||
Share-based compensation | 15,632 | 12,547 | 9,214 | ||||||||||||||
Adjusted EBITDA | $ | 237,729 | $ | 206,091 | $ | 174,189 | |||||||||||
Adjusted EBITDA Margin | 26 | % | 24.8 | % | 27.2 | % | |||||||||||
The following is a reconciliation of segment assets to total assets (in thousands): | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Cash and cash equivalents | |||||||||||||||||
CEB segment | $ | 51,128 | $ | 69,280 | |||||||||||||
SHL Talent Measurement segment | 63,806 | 50,274 | |||||||||||||||
Total cash and cash equivalents | $ | 114,934 | $ | 119,554 | |||||||||||||
Accounts receivable, net | |||||||||||||||||
CEB segment | $ | 221,365 | $ | 212,008 | |||||||||||||
SHL Talent Measurement segment | 61,704 | 59,256 | |||||||||||||||
Total accounts receivable, net | $ | 283,069 | $ | 271,264 | |||||||||||||
Goodwill | |||||||||||||||||
CEB segment | $ | 93,223 | $ | 71,119 | |||||||||||||
SHL Talent Measurement segment | 347,984 | 371,656 | |||||||||||||||
Total goodwill | $ | 441,207 | $ | 442,775 | |||||||||||||
Intangible assets, net | |||||||||||||||||
CEB segment | $ | 34,747 | $ | 42,479 | |||||||||||||
SHL Talent Measurement segment | 225,636 | 267,213 | |||||||||||||||
Total intangible assets | $ | 260,383 | $ | 309,692 | |||||||||||||
Property and equipment, net | |||||||||||||||||
CEB segment | $ | 95,552 | $ | 88,316 | |||||||||||||
SHL Talent Measurement segment | 16,972 | 18,538 | |||||||||||||||
Total property and equipment, net | $ | 112,524 | $ | 106,854 | |||||||||||||
Total assets | |||||||||||||||||
CEB segment | $ | 626,999 | $ | 602,471 | |||||||||||||
SHL Talent Measurement segment | 730,385 | 781,204 | |||||||||||||||
Total assets | $ | 1,357,384 | $ | 1,383,675 | |||||||||||||
The Company has revenue and long-lived assets, consisting of property, plant and equipment, goodwill and intangible assets, net of accumulated depreciation and amortization, in the following geographic areas (in thousands): | |||||||||||||||||
United States | Europe | Other Countries | Total | ||||||||||||||
2014 | |||||||||||||||||
Revenue | $ | 559,030 | $ | 187,274 | $ | 162,670 | $ | 908,974 | |||||||||
Long-lived assets | 210,367 | 594,316 | 9,431 | 814,114 | |||||||||||||
2013 | |||||||||||||||||
Revenue | $ | 498,682 | $ | 173,060 | $ | 148,311 | $ | 820,053 | |||||||||
Long-lived assets | 190,253 | 661,517 | 7,550 | 859,320 | |||||||||||||
2012 | |||||||||||||||||
Revenue | $ | 408,022 | $ | 104,825 | $ | 109,807 | $ | 622,654 | |||||||||
Long-lived assets | 201,455 | 693,445 | 8,552 | 903,452 |
Related_Party_Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Note 21. Related Party Transaction |
In 2012, the Company paid $3.0 million to the Boston Consulting Group (“BCG”), included in Acquisition related costs in the consolidated statements of operations associated with SHL integration support. The spouse of the Company’s CEO and Chairman is a senior partner and managing director of BCG. Consistent with the Company’s corporate governance policies, the Audit Committee reviewed and approved the retention of BCG. |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Data (Unaudited) | Note 22. Quarterly Financial Data (unaudited) | ||||||||||||||||
Unaudited summarized quarterly financial data was as follows (in thousands, except per-share amounts): | |||||||||||||||||
2014 Quarter Ended | |||||||||||||||||
March 31 | June 30 | September 30 | December 31 | ||||||||||||||
Revenue | $ | 209,437 | $ | 230,427 | $ | 229,008 | $ | 240,102 | |||||||||
Total costs and expenses | 190,959 | 239,657 | 190,959 | 193,754 | |||||||||||||
Operating profit (loss) | 18,478 | (9,230 | ) | 38,049 | 46,348 | ||||||||||||
Income (loss) before provision for income taxes | 13,042 | (8,608 | ) | 39,422 | 47,994 | ||||||||||||
Net income (loss) | 7,656 | (6,421 | ) | 21,382 | 28,555 | ||||||||||||
Basic earnings (loss) per share | 0.23 | (0.19 | ) | 0.63 | 0.85 | ||||||||||||
Diluted earnings (loss) per share | 0.22 | (0.19 | ) | 0.63 | 0.84 | ||||||||||||
2013 Quarter Ended | |||||||||||||||||
March 31 | June 30 | September 30 | December 31 | ||||||||||||||
Revenue | $ | 190,272 | $ | 204,610 | $ | 201,735 | $ | 223,436 | |||||||||
Total costs and expenses | 167,570 | 176,095 | 195,990 | 189,685 | |||||||||||||
Operating profit | 22,702 | 28,515 | 5,745 | 33,751 | |||||||||||||
Income (loss) before provision for income taxes | 17,854 | 22,019 | (7,995 | ) | 28,560 | ||||||||||||
Net income (loss) | 11,208 | 13,568 | (5,383 | ) | 12,578 | ||||||||||||
Basic earnings (loss) per share | 0.34 | 0.41 | (0.16 | ) | 0.37 | ||||||||||||
Diluted earnings (loss) per share | 0.33 | 0.4 | (0.16 | ) | 0.37 |
Schedule_IIValuation_and_Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||||||||||
Schedule II-Valuation and Qualifying Accounts | THE CORPORATE EXECUTIVE BOARD COMPANY | ||||||||||||||||||||||||
Schedule II-Valuation and Qualifying Accounts | |||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||
Balance at | Balance assumed | Additions | (Deductions)/ | Deductions | Balance at | ||||||||||||||||||||
Beginning | with SHL | Charged to | Additions Charged | from | End | ||||||||||||||||||||
of Year | acquisition | Revenue | To Provision for | Reserve | of Year | ||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||
Year ended December 31, 2014 | |||||||||||||||||||||||||
Allowance for uncollectible revenue | $ | 2,096 | $ | — | $ | 6,459 | $ | — | $ | 6,342 | $ | 2,213 | |||||||||||||
Valuation allowance on deferred tax assets | $ | 11,463 | $ | — | $ | — | $ | (1,327 | ) | $ | — | $ | 10,136 | ||||||||||||
Year ended December 31, 2013 | |||||||||||||||||||||||||
Allowance for uncollectible revenue | $ | 2,409 | $ | — | $ | 6,859 | $ | — | $ | 7,172 | $ | 2,096 | |||||||||||||
Valuation allowance on deferred tax assets | $ | 11,248 | $ | (2,562 | ) | $ | — | $ | 2,777 | $ | — | $ | 11,463 | ||||||||||||
Year ended December 31, 2012 | |||||||||||||||||||||||||
Allowance for uncollectible revenue | $ | 962 | $ | 1,086 | $ | 4,964 | $ | — | $ | 4,603 | $ | 2,409 | |||||||||||||
Valuation allowance on deferred tax assets | $ | 7,886 | $ | 3,028 | $ | — | $ | 394 | $ | 60 | $ | 11,248 |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Basis of Presentation | Basis of Presentation | ||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | |||||||||||||
In the fourth quarter of 2014, the Company adjusted the classification of certain costs in the statement of operations within the SHL Talent Measurement segment. To conform to the current year presentation, the Company reclassified approximately $3.3 million and $2.0 million from Cost of services and Member relations and marketing, respectively, to General and administrative in 2013. Additionally, the Company reclassified the previously reported 2014 quarterly amounts. The reclassification did not have an impact on total costs and expenses or operating profit. | |||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||
The Company’s consolidated financial statements are prepared in accordance with US generally accepted accounting principles (“GAAP”). These accounting principles require the Company to make certain estimates, judgments, and assumptions. The Company believes that the estimates, judgments, and assumptions upon which it relies are reasonable based on information available to the Company at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions may affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expenses in the periods presented. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, the Company’s financial statements will be affected. | |||||||||||||
Foreign Currency | Foreign Currency | ||||||||||||
The functional currency of the Company’s wholly-owned subsidiaries is generally the applicable local currency (except for CEB UK and CEB India). For these subsidiaries, the translation of their foreign currency into US dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the balance sheet date and for revenue and expense accounts using average foreign currency exchange rates for the appropriate operating period. Capital accounts and other balances designated as long-term in nature are translated at historical exchange rates. Translation gains and losses are included in stockholders’ equity as a component of Accumulated other comprehensive income. Adjustments that arise from foreign currency exchange rate changes on transactions denominated in a currency other than the local currency are included in Other (expense) income, net in the consolidated statements of operations. The Company’s SHL UK subsidiary currently maintains a significant portion of its cash balances in US dollars. As a result, the cash held in US dollars is re-measured into the subsidiary’s UK functional currency through an adjustment to income and then translated to the Company’s US dollar reporting currency through an adjustment to stockholders’ equity for consolidated reporting purposes. | |||||||||||||
The functional currency of the Company’s CEB UK and CEB India subsidiaries is the US dollar. For these foreign subsidiaries, monetary balance sheet and related income statement accounts, representing amounts receivable or payable in a fixed number of foreign currency units regardless of changes in exchange rates, are re-measured at the current exchange rate, with exchange gains and losses recorded as Other (expense) income. Non-monetary balance sheet items and related income statement accounts, which do not result in a fixed future cash inflow or outflow of foreign currency units, are re-measured at their historical exchange rates. | |||||||||||||
The Company recorded $8.6 million of net non-operating foreign currency gains and $3.3 million and $1.3 million of net non-operating foreign currency losses in 2014, 2013, and 2012, respectively, which are included in Other (expense) income, net in the consolidated statements of operations. | |||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||
The Company’s cash and cash equivalents balance is primarily comprised of cash held in demand deposit accounts at various financial institutions. | |||||||||||||
Allowance for Uncollectible Revenue | Allowance for Uncollectible Revenue | ||||||||||||
The Company records an allowance for uncollectible revenue, as a reduction in revenue, based on management’s analysis and estimates as to the collectability of accounts receivable, which generally is the result of customer’s ability to pay. Revenue under membership agreements are generally recognized ratably over the membership period, typically 12 months. Accordingly, the estimated allowance for uncollectible revenue is recorded against the amount of revenue that has been recognized. Accounts receivable that has not been recognized as revenue is recorded in deferred revenue. As part of its analysis, the Company examines its collections history, the age of the receivables in question, any specific member collection issues that it has identified, general market conditions, member concentrations and current economic and industry trends. Membership fees receivable balances are not collateralized. | |||||||||||||
Property and Equipment, Net | Property and Equipment, Net | ||||||||||||
Property and equipment, net consists of furniture, fixtures and equipment, leasehold improvements, capitalized computer software, and website development costs. Property and equipment are stated at cost, less accumulated depreciation. Furniture, fixtures and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term. Depreciation and amortization is recorded as a separate line item in the consolidated statements of operations and is not allocated to Cost of services, Member relations and Marketing, or General and administrative expenses. | |||||||||||||
Computer software and website development costs that are incurred in the preliminary project and planning stages are expensed as incurred. During development, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized. Capitalized software and website development costs are depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Replacements and major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. | |||||||||||||
Business Combinations | Business Combinations | ||||||||||||
The Company records acquisitions using the acquisition method of accounting. All of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration, when applicable, are recorded at their fair value at the acquisition date. The application of the acquisition method of accounting requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to allocate purchase price consideration. These estimates are inherently uncertain. In addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of such estimates. | |||||||||||||
Acquisition Related Costs | |||||||||||||
Acquisition related costs represent transaction and integration costs incurred in connection with acquired companies. Integration costs primarily include branding, consolidation of office locations and associated exit costs, and consolidation of technology infrastructure. | |||||||||||||
Goodwill | Goodwill | ||||||||||||
Goodwill is recorded when the purchase price for an acquisition exceeds the estimated fair value of the net tangible and identified intangible assets acquired. | |||||||||||||
The Company tests goodwill for impairment annually on October 1st at the reporting unit level. If the reporting unit has significantly exceeded financial expectations and is expected to continue to do so, the Company’s annual impairment test is performed qualitatively. For all other reporting units, the first step of the goodwill impairment process (“Step 1”) is completed for each reporting unit which involves determining whether the estimated fair value of the reporting unit exceeds the respective book value. In performing Step 1 of the goodwill impairment test, management compares the carrying amount of the reporting unit to its estimated fair value. If the fair value exceeds the book value, goodwill of that reporting unit is not impaired. The estimated fair value of each reporting unit is calculated using one or both of the following generally accepted valuation techniques: the income approach (discounted cash flows) and the market approach (using market multiples derived from a set of companies with comparable market characteristics). The appropriate methodology is determined by management based on available information at the time of the test. In general, when both approaches are used, the estimated fair values are weighted. In general, the market approach is not weighted more than 50%. | |||||||||||||
On a quarterly basis, the Company considers whether events or circumstances are present that may lead to the determination that an indicator of impairment exists. These circumstances include but are not limited to deterioration in key performance indicators or industry and market conditions. | |||||||||||||
Factors management considers important that could trigger an interim impairment review include, but are not limited to, the following: | |||||||||||||
• | significant underperformance relative to historical or projected future operating results; | ||||||||||||
• | significant change in the manner of the Company’s use of the acquired asset or the strategy for its overall business; | ||||||||||||
• | significant change in prevailing interest rates; | ||||||||||||
• | significant negative industry or economic trend; | ||||||||||||
• | market capitalization relative to net book value; and/or | ||||||||||||
• | significant negative change in market multiples of the comparable company set. | ||||||||||||
If, based on events or changing circumstances, the Company determines it is more-likely-than-not that the fair value of a reporting unit does not exceed its carrying value, the Company would be required to test goodwill for impairment. If the Step 1 results conclude that the fair value does not exceed the book value of the reporting unit, goodwill may be impaired and additional analysis is required (“Step 2”). | |||||||||||||
Step 2 of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill to its carrying value. The implied fair value of goodwill is derived by performing a hypothetical purchase price allocation for the reporting unit as of the measurement date, allocating the reporting unit’s estimated fair value to its assets and liabilities including any unrecognized intangible assets. The residual amount from performing this allocation represents the implied fair value of goodwill. To the extent this amount is below the carrying value of goodwill, an impairment loss is recorded. | |||||||||||||
The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment and estimates. CEB’s businesses operate in a number of markets and geographical regions and the products and services, because of their specialized nature, may not bear close correlation to those of the market comparable company set. The assumptions utilized in the evaluation of the impairment of goodwill under the market approach include the selection of comparable companies, which are subject to change based on the economic characteristics of the reporting units. The assumptions utilized in the evaluation of the impairment of goodwill under the income approach include revenue growth rates, cash flows, EBITDA, tax rates, capital expenditures, the weighted average cost of capital (“WACC”) and related discount rate, and expected long-term growth rates (residual growth rate). The assumptions which have the most significant effect on the valuations derived using a discounted cash flows methodology are: (1) revenue growth rate, (2) cash flow assumptions and (3) the discount rate. The assumptions utilized in the market approach include the selection of comparable companies, which are subject to change based on the economic characteristics of the reporting units. Revenue and EBITDA multiples for market comparable companies for the current and future fiscal periods are used to estimate the fair value of the reporting unit by applying those multiples to the projected financial information prepared by management. | |||||||||||||
The cash flows utilized in the income approach are based on the most recent budgets, forecasts, and business plans as well as various growth rate assumptions for years beyond the current business plan period. Long-term growth rates represent the expected long-term growth rate for the reporting unit, considering the industry in which the Company operates and the global economy. Discount rate assumptions are based on an assessment of the risk inherent in the future revenue streams and cash flows and the WACC. The risk adjusted discount rate used represents the estimated WACC for the reporting units. The discount rate is comprised of (1) a risk free rate of return, (2) an equity risk premium that is based on the rate of return on equity of publicly traded companies with business characteristics comparable to the reporting units, (3) the current after-tax market rate of return on debt of companies with business characteristics similar to the reporting units, each weighted by the relative market value percentages of the Company’s equity and debt, and (4) an appropriate company specific risk premium. | |||||||||||||
In the second quarter of 2014, the Company recognized a non-deductible impairment loss of $39.7 million associated with the PDRI reporting unit. Of this amount, $20.8 million related to the customer list intangible asset and $18.9 million related to goodwill. Refer to Notes 8 and 9 for further discussion. | |||||||||||||
Intangible Assets, Net | Intangible Assets, Net | ||||||||||||
Intangible assets consist of those assets that arise from business combinations consisting of customer relationships, intellectual property, trade names, and software. These assets are being amortized on a straight-line basis over estimated useful lives of 2 to 20 years. | |||||||||||||
Recovery of Long-Lived Assets (Excluding Goodwill) | Recovery of Long-Lived Assets (Excluding Goodwill) | ||||||||||||
Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events may include, but not be limited to, unexpected customer turnover, technological obsolescence of software or intellectual property, or lower than expected operating performance of the products or services supporting these assets. The test for recoverability is made using an estimate of the undiscounted expected future cash flows and, if required, the impairment loss is measured as the amount that the carrying value of the asset exceeds the asset’s fair value if the asset is not recoverable. | |||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||
The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, investments held through variable insurance products in a Rabbi Trust for the Company’s deferred compensation plan, accounts payable, forward currency contracts, interest rate swaps, and debt. The carrying value of these financial instruments approximates their fair value. The Company’s financial instruments also include various other investments in private entities which do not have readily determinable fair values because they are not actively traded. | |||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||
Revenue is recognized when (1) there is persuasive evidence of an arrangement, (2) the fee is fixed and determinable, (3) services have been rendered and payment has been contractually earned, and (4) collectability is reasonably assured. Certain fees are billed on an installment basis. | |||||||||||||
When service offerings include multiple deliverables that qualify as separate units of accounting, the Company allocates arrangement consideration at the inception of the contract period to all deliverables based on the relative selling price method in accordance with the selling price hierarchy, which includes vendor specific objective evidence (“VSOE”) if available; third-party evidence (“TPE”) if VSOE is not available; or best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. | |||||||||||||
• | VSOE. The Company determines VSOE based on established pricing and discounting practices for the specific service when sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices for these services fall within a reasonably narrow pricing range. The Company limits its assessment of VSOE for each element to either the price charged when the same element is sold separately, or the price established by management having the relevant authority to do so for an element not yet sold separately. | ||||||||||||
• | TPE. When VSOE cannot be established for deliverables in multiple element arrangements, the Company applies judgment with respect to whether a selling price can be established based on TPE, which is determined based on competitor prices for similar offerings when sold separately. Generally, CEB services contain a significant level of differentiation such that the comparable pricing of services with similar functionality cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitors’ selling prices are for similar offerings on a stand-alone basis. As a result, the Company generally has not been able to establish selling price based on TPE. | ||||||||||||
• | BESP. When unable to establish a selling price using VSOE or TPE, BESP is used in the allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. BESP is determined for deliverables by considering multiple factors including, but not limited to, prices charged for similar offerings, market conditions, competitive landscape, and pricing practices. BESP is the measure used to allocate arrangement consideration for the majority of multiple deliverable arrangements. | ||||||||||||
The CEB segment generates the majority of its revenue from four primary service offerings: executive memberships, professional services, executive education, and services provided to the US government and its agencies by PDRI. Revenue is recognized as follows: | |||||||||||||
• | Executive membership revenue is primarily recognized on a ratable basis over the membership period, which is typically twelve months. In general, the majority of the deliverables within the Company’s memberships are consistently available throughout the membership period. Membership fees are billable, and revenue recognition begins, when a member agrees to the terms of the membership. The fees receivable and the related deferred revenue are recorded upon the commencement of the agreement or collection of fees, if earlier. In some instances, a membership may include a service that is available only once, or on a limited basis, during the membership period. These services are separated from the remainder of the membership and arrangement consideration is allocated based principally on BESP. The consideration allocated to services available only once or on a limited basis is recognized as revenue upon the earlier of the delivery of the service or the completion of the contract period, provided that all other criteria for recognition have been met. The arrangement consideration allocated to the remainder of the membership services continues to be recognized ratably. | ||||||||||||
• | Professional services revenue in the Human Resources sector is generally recognized ratably from the date services begin, which is primarily after the design of the service outputs, through the completion of the services. Professional services in the Sales sector is generally comprised of multiple element arrangements whereby arrangement consideration is allocated based principally on BESP and revenue for each unit of accounting is generally recognized as services are completed. | ||||||||||||
• | Executive education revenue is recognized as services are completed. The service offering generally includes one or more classroom-based training or presentation events. If more than one delivery date is evident, arrangement consideration is allocated on a pro-rata basis and revenue is recognized on the delivery date of each event. | ||||||||||||
• | PDRI’s primary customer is the US government and its agencies. Additionally, PDRI is expanding into the commercial market and is a subcontractor to other companies supporting the US government. Agreements with customers are: fixed firm price (“FFP”), time and material (“T&M”), license or FFP level of effort. Revenue from FFP projects is recognized based on costs incurred compared to estimated costs at completion, resulting in percentage complete of the total contract value. Revenue on T&M projects is recognized based on total number of hours by labor category and negotiated contract rate plus any additional other direct costs. Revenue for licenses or subscriptions of IT products or platforms is recognized proportionately over the license period. For FFP level of effort projects, revenue is based on negotiated fixed rates of labor or deliverables, not to exceed the total contract FFP value. When customer orders represent multiple element arrangements, consideration is allocated to units of accounting based on BESP. | ||||||||||||
The SHL Talent Measurement segment generates the majority of its revenue from the sale of access to its cloud based assessment platforms. Access to the platforms is either sold as a subscription basis or for a set number of assessments. SHL also provides consulting services including fully outsourced assessment services. The SHL segment allocates arrangement consideration to the appropriate units of accounting based on BESP when sales to customers qualify as multiple element arrangements. Revenue is recognized as follows: | |||||||||||||
• | Revenue from subscription contracts is recognized ratably over the life of the contract. Revenue from agreements with a specified number of assessments is recognized upon usage, irrespective of whether the units are billed in advance or arrears. | ||||||||||||
• | Consulting arrangements generally include a measured amount of consulting effort to be performed. Revenue is recognized on a proportional performance basis based upon the level of effort completed through the end of each accounting period. | ||||||||||||
• | Training revenue is recognized upon delivery. | ||||||||||||
• | Outsourced assessment revenue from assessment projects is recognized as services are completed. | ||||||||||||
Deferred Incentive Compensation | Deferred Incentive Compensation | ||||||||||||
Direct incentive compensation paid to the Company’s employees related to the negotiation of new and renewal customer arrangements is deferred and amortized over the term of the related arrangements as revenue is recognized. | |||||||||||||
Operating Leases | Operating Leases | ||||||||||||
The Company has non-cancelable operating lease agreements for its offices with lease periods expiring between 2015 and 2032. The Company is committed to pay a portion of the related operating expenses and real estate taxes under these lease agreements. The Company recognizes rent expense under operating leases on a straight-line basis over the non-cancelable term of the lease, including free-rent periods and lease escalations. Lease incentives, relating to allowances provided by landlords, are amortized over the term of the lease as a reduction of rent expense. The Company recognizes sublease income on a straight-line basis over the term of the sublease, including free rent periods and escalations, as a reduction of rent expense. Costs associated with acquiring a subtenant, including broker commissions and tenant allowances, are amortized over the sublease term as a reduction of sublease income. | |||||||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||||||
The Company has several share-based compensation plans. These plans provide for the granting of restricted stock, restricted stock units (“RSUs”), performance share awards (“PSAs”), stock appreciation rights (“SARs”), stock options, deferred stock units, and incentive bonuses to employees, directors, and consultants. Share-based compensation expense is measured at the grant date of the share-based awards based on their fair value and is recognized on a straight-line basis over the vesting periods, net of an estimated forfeiture rate. | |||||||||||||
The grant date fair value of RSUs and PSAs, which are not entitled to receive dividends until vested, is measured by reducing the share price at that date by the present value of the dividends expected to be paid during the requisite vesting period. Determining the fair value of share-based awards is judgmental in nature and involves the use of significant estimates and assumptions, including the term of the share-based awards, risk-free interest rates over the vesting period, expected dividend rates, the price volatility of the Company’s stock and estimated forfeiture rates of the awards. Forfeiture rate estimates are based on assumptions the Company believes to be reasonable. Actual future results may differ from those estimates. | |||||||||||||
Advertising Expense | Advertising Expense | ||||||||||||
The costs of designing and preparing advertising material are recognized throughout the production process. Communication costs, including magazine and newspaper space, radio time, and distribution, are recognized when the communication takes place. Advertising expense was $1.3 million, $0.8 million, and $0.3 million in 2014, 2013, and 2012, respectively. | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting basis and the tax basis of assets and liabilities. Deferred tax assets are also recognized for tax net operating loss carryforwards. These deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect when such amounts are expected to reverse or be utilized. A valuation allowance is provided to reduce such deferred tax assets to amounts more likely than not to be ultimately realized. | |||||||||||||
Income tax benefits are recognized when, based on the technical merits of a tax position, the Company believes that if a dispute arose with the taxing authority and were taken to a court of last resort, it is more likely than not (i.e. a probability of greater than 50%) that the tax position would be sustained as filed. If a position is determined to be more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the taxing authority. The Company classifies interest and penalties related to the unrecognized tax benefits in its income tax provision. | |||||||||||||
Concentration of Credit Risk and Sources of Revenue | Concentration of Credit Risk and Sources of Revenue | ||||||||||||
Financial instruments, which potentially expose the Company to concentration of credit risk, consist primarily of accounts receivable and cash and cash equivalents. Concentration of credit risk with respect to accounts receivable is limited due to the large number of members and customers and their dispersion across many different industries and countries worldwide. However, the Company may be exposed to a declining customer base in periods of unforeseen market downturns, severe competition, or international developments. The Company performs periodic evaluations of the customer base and related receivables and establishes allowances for potential credit losses. | |||||||||||||
The Company’s international operations subject it to risks related to currency exchange fluctuations. Prices for the CEB segment products and services are primarily denominated in US dollars; however, the Company began offering foreign currency billing in 2012 to certain members outside the United States. Many of the costs associated with the CEB segment’s operations located outside the United States are denominated in local currencies. Prices for the SHL Talent Measurement segment are denominated in the currency of the country of sale and are principally denominated in British Pound Sterling, Euro, the US dollar and the Australian dollar. Most of the costs associated with the SHL Talent Measurement segment’s operations are based in the United Kingdom and are denominated in British Pound Sterling. | |||||||||||||
The Company uses forward contracts, designated as cash flow hedging instruments, to protect against foreign currency exchange rate risks. A forward contract locks in a current foreign currency exchange rate at which the foreign currency transaction will occur at the future date. The maximum length of time over which the Company hedges its exposure to the variability in future cash flows is 12 months. | |||||||||||||
The Company maintains a portfolio of cash and cash equivalents which is designed for safety of principal and liquidity. The Company performs periodic evaluations of the relative credit ratings related to the financial institutions holding the Company’s cash and cash equivalents. | |||||||||||||
Earnings Per Share | Earnings Per Share | ||||||||||||
Basic earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the period increased by the dilutive effect of potential common shares outstanding during the period. The number of potential common shares outstanding has been determined in accordance with the treasury stock method to the extent they are dilutive. Common share equivalents consist of common shares issuable upon the exercise of outstanding share-based compensation awards. A reconciliation of basic to diluted weighted average common shares outstanding is as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Basic weighted average shares outstanding | 33,666 | 33,543 | 33,462 | ||||||||||
Effect of dilutive shares outstanding | 373 | 400 | 359 | ||||||||||
Diluted weighted average shares outstanding | 34,039 | 33,943 | 33,821 | ||||||||||
In 2013 and 2012, 0.4 million and 0.8 million shares, respectively, related to share-based compensation awards were excluded from the calculation of the effect of dilutive shares outstanding shown above because their impact would be anti-dilutive. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [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): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Basic weighted average shares outstanding | 33,666 | 33,543 | 33,462 | ||||||||||
Effect of dilutive shares outstanding | 373 | 400 | 359 | ||||||||||
Diluted weighted average shares outstanding | 34,039 | 33,943 | 33,821 | ||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Business Combinations [Abstract] | |||||||||||||
Reconciliation of Fair Values of Assets Acquired and Liabilities Assumed | The following table is a reconciliation of the preliminary purchase price allocation at December 31, 2012 to the final purchase price allocation based on the final fair value of the acquired assets and assumed liabilities at the acquisition date (in thousands): | ||||||||||||
Preliminary | Adjustments | Final | |||||||||||
Cash and cash equivalents | $ | 5,748 | $ | — | $ | 5,748 | |||||||
Accounts receivable | 42,026 | — | 42,026 | ||||||||||
Other current assets | 12,590 | 1,665 | 14,255 | ||||||||||
Property and equipment | 12,741 | — | 12,741 | ||||||||||
Other non-current assets | 1,624 | (1,581 | ) | 43 | |||||||||
Accounts payable and accrued liabilities | (37,224 | ) | 9,663 | (27,561 | ) | ||||||||
Deferred income taxes, net | (93,898 | ) | 5,054 | (88,844 | ) | ||||||||
Deferred revenue | (21,070 | ) | — | (21,070 | ) | ||||||||
Other liabilities | (5,545 | ) | (2,557 | ) | (8,102 | ) | |||||||
Net tangible liabilities assumed | (83,008 | ) | (70,764 | ) | |||||||||
Intangible assets acquired | |||||||||||||
Customer relationships | 166,100 | — | 166,100 | ||||||||||
Acquired intellectual property | 96,600 | — | 96,600 | ||||||||||
Trade names | 60,500 | — | 60,500 | ||||||||||
Goodwill | 413,808 | $ | (12,244 | ) | 401,564 | ||||||||
Total purchase price allocation | $ | 654,000 | $ | 654,000 | |||||||||
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): | ||||||||||||
Year Ended December 31, | |||||||||||||
2012 | 2011 | ||||||||||||
Pro forma revenue | $ | 753,442 | $ | 661,358 | |||||||||
Pro forma net income | $ | 53,274 | $ | 41,756 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
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): | ||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Financial assets | |||||||||||||||||||||||||
Cash and cash equivalents | $ | 114,934 | $ | — | $ | — | $ | 119,554 | $ | — | $ | — | |||||||||||||
Investments held through variable insurance products in a Rabbi Trust | — | 19,357 | — | — | 16,975 | — | |||||||||||||||||||
Forward currency exchange contracts | — | — | — | — | 761 | — | |||||||||||||||||||
Interest rate swaps | — | — | — | — | 880 | — | |||||||||||||||||||
Available-for-sale securities | — | — | 2,643 | — | — | — | |||||||||||||||||||
Financial liabilities | |||||||||||||||||||||||||
Forward currency exchange contracts | — | 23 | — | — | — | — | |||||||||||||||||||
Interest rate swaps | — | 717 | — | — | — | — | |||||||||||||||||||
Schedule of Changes to Fair Values Classified within Level 3 | The changes to the fair values classified within Level 3 were, as follows (in thousands): | ||||||||||||||||||||||||
Beginning of year | $ | — | |||||||||||||||||||||||
Available-for-sale securities acquired | 2,643 | ||||||||||||||||||||||||
Total gains recognized | — | ||||||||||||||||||||||||
End of year | $ | 2,643 | |||||||||||||||||||||||
Accounts_Receivable_Net_Tables
Accounts Receivable, Net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Receivables [Abstract] | |||||||||
Summary of Accounts Receivable, Net | Accounts receivable, net consisted of the following (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Billed | $ | 203,575 | $ | 199,327 | |||||
Unbilled | 81,707 | 74,033 | |||||||
285,282 | 273,360 | ||||||||
Allowance for uncollectible revenue | (2,213 | ) | (2,096 | ) | |||||
Total accounts receivable, net | $ | 283,069 | $ | 271,264 | |||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Furniture, fixtures, and equipment | $ | 66,684 | $ | 76,438 | |||||
Leasehold improvements | 96,254 | 93,391 | |||||||
Computer software and website development costs | 74,059 | 58,149 | |||||||
236,997 | 227,978 | ||||||||
Accumulated depreciation | (124,473 | ) | (121,124 | ) | |||||
Total property and equipment, net | $ | 112,524 | $ | 106,854 | |||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill were as follows (in thousands): | ||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
CEB segment | SHL Talent | Total | CEB segment | SHL Talent | Total | ||||||||||||||||||||
Measurement | Measurement | ||||||||||||||||||||||||
segment | segment | ||||||||||||||||||||||||
Gross goodwill, beginning of year | $ | 93,719 | $ | 371,656 | $ | 465,375 | $ | 94,286 | $ | 377,013 | $ | 471,299 | |||||||||||||
Goodwill acquired | 43,584 | — | 43,584 | — | — | — | |||||||||||||||||||
Purchase accounting adjustments | (2,479 | ) | — | (2,479 | ) | (422 | ) | (11,822 | ) | (12,244 | ) | ||||||||||||||
Impact of foreign currency | (101 | ) | (23,672 | ) | (23,773 | ) | (145 | ) | 6,465 | 6,320 | |||||||||||||||
Gross goodwill, end of year | 134,723 | 347,984 | 482,707 | 93,719 | 371,656 | 465,375 | |||||||||||||||||||
Accumulated impairment loss, beginning of year | (22,600 | ) | — | (22,600 | ) | — | — | — | |||||||||||||||||
Impairment loss | (18,900 | ) | — | (18,900 | ) | (22,600 | ) | — | (22,600 | ) | |||||||||||||||
Accumulated impairment loss, end of year | (41,500 | ) | — | (41,500 | ) | (22,600 | ) | — | (22,600 | ) | |||||||||||||||
Net goodwill, end of year | $ | 93,223 | $ | 347,984 | $ | 441,207 | $ | 71,119 | $ | 371,656 | $ | 442,775 | |||||||||||||
Intangible_Assets_Net_Tables
Intangible Assets, Net (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||
Schedule of Intangible Assets by Major Class | Intangible assets, net at December 31, 2014 consisted of the following (in thousands): | ||||||||||||||||||||
Gross Carrying | Impairment | Accumulated | Net Carrying | Weighted-Average | |||||||||||||||||
Amount | Loss | Amortization | Amount | Amortization | |||||||||||||||||
Period (in years) | |||||||||||||||||||||
Customer relationships | $ | 202,981 | $ | 20,800 | $ | 45,116 | $ | 137,065 | 11 | ||||||||||||
Acquired intellectual property | 97,685 | — | 29,200 | 68,485 | 12 | ||||||||||||||||
Trade names | 62,499 | — | 12,547 | 49,952 | 12.3 | ||||||||||||||||
Software | 15,116 | — | 10,235 | 4,881 | 1.5 | ||||||||||||||||
Total | $ | 378,281 | $ | 20,800 | $ | 97,098 | $ | 260,383 | 11.3 | ||||||||||||
Intangible assets, net at December 31, 2013 consisted of the following (in thousands): | |||||||||||||||||||||
Gross Carrying | Impairment | Accumulated | Net Carrying | Weighted-Average | |||||||||||||||||
Amount | Loss | Amortization | Amount | Amortization | |||||||||||||||||
Period (in years) | |||||||||||||||||||||
Customer relationships | $ | 196,296 | $ | — | $ | 29,219 | $ | 167,077 | 12 | ||||||||||||
Acquired intellectual property | 98,855 | — | 19,176 | 79,679 | 13.5 | ||||||||||||||||
Trade names | 66,048 | — | 7,954 | 58,094 | 13.2 | ||||||||||||||||
Software | 11,223 | — | 6,381 | 4,842 | 1.5 | ||||||||||||||||
Total | $ | 372,422 | $ | — | $ | 62,730 | $ | 309,692 | 12.5 | ||||||||||||
Intangible Assets Expected Future Amortization Expense | Future expected amortization of intangible assets at December 31, 2014, calculated using foreign currency exchange rates in effect at the balance sheet date, is as follows (in thousands): | ||||||||||||||||||||
2015 | $ | 34,164 | |||||||||||||||||||
2016 | 31,017 | ||||||||||||||||||||
2017 | 27,842 | ||||||||||||||||||||
2018 | 27,374 | ||||||||||||||||||||
2019 | 20,938 | ||||||||||||||||||||
Thereafter | 119,048 | ||||||||||||||||||||
Total | $ | 260,383 | |||||||||||||||||||
Accounts_Payable_and_Accrued_L1
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Summary of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accounts payable | $ | 6,653 | $ | 11,911 | |||||
Advanced membership payments received | 14,785 | 16,039 | |||||||
Other accrued liabilities | 68,258 | 57,344 | |||||||
Total accounts payable and accrued liabilities | $ | 89,696 | $ | 85,294 | |||||
Other_Liabilities_Tables
Other Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Other Liabilities Disclosure [Abstract] | |||||||||
Other Liabilities | Other liabilities consisted of the following (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred compensation | $ | 19,145 | $ | 15,875 | |||||
Lease incentives | 39,628 | 33,209 | |||||||
Deferred rent benefit | 37,104 | 34,596 | |||||||
Deferred revenue – long term | 13,867 | 13,739 | |||||||
Other | 13,088 | 18,005 | |||||||
Total other liabilities | $ | 122,832 | $ | 115,424 | |||||
Senior_Secured_Credit_Faciliti1
Senior Secured Credit Facilities (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
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): | ||||
2015 | $ | 15,750 | |||
2016 | 20,750 | ||||
2017 | 20,750 | ||||
2018 | 450,000 | ||||
2019 | — | ||||
Thereafter | — | ||||
Total principal payments | 507,250 | ||||
Less: unamortized original issue discount | 1,694 | ||||
Present value of principal payments | 505,556 | ||||
Less: current portion | 15,269 | ||||
Debt – long term | $ | 490,287 | |||
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||
Fair Value of Designated Derivative Hedging Instruments | The fair value of derivative instruments in the Company’s consolidated balance sheets was as follows (in thousands): | ||||||||
December 31, | |||||||||
Balance Sheet Location | 2014 | 2013 | |||||||
Derivatives designated as hedging instruments: | |||||||||
Asset Derivatives | |||||||||
Prepaid expenses and other current assets | $ | — | $ | 761 | |||||
Other non-current assets | — | 880 | |||||||
Liability Derivatives | |||||||||
Accounts payable and accrued liabilities | 23 | — | |||||||
Other liabilities | 717 | — | |||||||
Pre-Tax Effect of Derivative Instruments | The pre-tax derivative instrument gains and losses recognized in OCI were as follows (in thousands): | ||||||||
Amount of Gain (Loss) | |||||||||
Recognized in OCI on | |||||||||
Derivative (Effective | |||||||||
portion) | |||||||||
December 31, | |||||||||
Derivatives in Cash Flow Hedging Relationships | 2014 | 2013 | |||||||
Forward currency contracts | $ | 34 | $ | 384 | |||||
Interest rate swap arrangements | (4,863 | ) | 880 | ||||||
The pre-tax effect of derivative instruments in the Company’s consolidated statements of operations was as follows (in thousands): | |||||||||
Amount of Gain (Loss) | |||||||||
Reclassified from | |||||||||
Accumulated OCI into | |||||||||
Income (Effective | |||||||||
portion) | |||||||||
December 31, | |||||||||
Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | 2014 | 2013 | |||||||
Cost of services | $ | 300 | $ | (77 | ) | ||||
Member relations and marketing | 247 | (63 | ) | ||||||
General and administrative | 120 | (31 | ) | ||||||
Interest expense | (3,266 | ) | — | ||||||
$ | (2,599 | ) | $ | (171 | ) | ||||
Stockholders_Equity_and_Shareb1
Stockholders' Equity and Share-based Compensation (Tables) | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||
Summarization of Changes in Restricted Stock Units | The following table summarizes the changes in RSUs: | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||
Number | Weighted Average | Number | Weighted Average | Number | Weighted Average | ||||||||||||||||||||||
of Restricted | Grant Date Fair | of Restricted | Grant Date Fair | of Restricted | Grant Date Fair | ||||||||||||||||||||||
Stock Units | Value | Stock Units | Value | Stock Units | Value | ||||||||||||||||||||||
Nonvested, beginning of year | 749,955 | $ | 46.03 | 782,517 | $ | 33.83 | 826,482 | $ | 26.58 | ||||||||||||||||||
Granted | 340,298 | 69.7 | 320,204 | 56.65 | 324,384 | 42.38 | |||||||||||||||||||||
Forfeited | (77,652 | ) | 54.57 | (27,489 | ) | 45.35 | (75,729 | ) | 30.39 | ||||||||||||||||||
Vested | (295,464 | ) | 40.76 | (325,277 | ) | 27.18 | (292,620 | ) | 23.74 | ||||||||||||||||||
Nonvested, end of year | 717,137 | 58.51 | 749,955 | 46.03 | 782,517 | 33.83 | |||||||||||||||||||||
Summary of Changes in Performance Based Stock Awards | The following table summarizes the changes in PSAs: | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||
Number | Weighted Average | Number | Weighted Average | Number | Weighted Average | ||||||||||||||||||||||
of Performance | Grant Date Fair | of Performance | Grant Date Fair | of Performance | Grant Date Fair | ||||||||||||||||||||||
Awards | Value | Awards | Value | Awards | Value | ||||||||||||||||||||||
Nonvested, beginning of year | 60,639 | $ | 48.42 | 32,834 | $ | 41.87 | — | $ | — | ||||||||||||||||||
Granted | 29,873 | 69.44 | 27,805 | 56.15 | 32,834 | 41.87 | |||||||||||||||||||||
Forfeited | (11,909 | ) | 52.6 | — | — | — | — | ||||||||||||||||||||
Performance adjustment | (915 | ) | 50.57 | — | — | — | — | ||||||||||||||||||||
Vested | (29,700 | ) | 41.87 | — | — | — | — | ||||||||||||||||||||
Nonvested, end of year | 47,988 | 64.48 | 60,639 | 48.42 | 32,834 | 41.87 | |||||||||||||||||||||
Summary of Changes in Stock Appreciation Rights | The following table summarizes the changes in SARs: | ||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||
Number of | Weighted | Number of | Weighted | Number of | Weighted | ||||||||||||||||||||||
Stock | Average | Stock | Average | Stock | Average | ||||||||||||||||||||||
Appreciation | Exercise | Appreciation | Exercise | Appreciation | Exercise | ||||||||||||||||||||||
Rights | Price | Rights | Price | Rights | Price | ||||||||||||||||||||||
Outstanding, beginning of year | 587,998 | $ | 58.87 | 981,133 | $ | 64.53 | 1,118,258 | $ | 62.81 | ||||||||||||||||||
Granted | — | — | — | — | — | — | |||||||||||||||||||||
Forfeited | (850 | ) | 74.98 | (221,010 | ) | 97.56 | (58,375 | ) | 63.58 | ||||||||||||||||||
Exercised | (416,394 | ) | 67.74 | (172,125 | ) | 41.47 | (78,750 | ) | 40.8 | ||||||||||||||||||
Outstanding, end of year | 170,754 | 37.14 | 587,998 | 58.87 | 981,133 | 64.53 | |||||||||||||||||||||
Vested or expected to vest, end of year | 170,754 | 37.14 | 585,898 | 58.97 | 976,933 | 64.68 | |||||||||||||||||||||
Exercisable, end of year | 170,754 | 37.14 | 572,998 | 59.62 | 951,133 | 65.62 | |||||||||||||||||||||
Summary of Characteristics of Stock Appreciation Rights | The following table summarizes the characteristics of SARs at December 31, 2014: | ||||||||||||||||||||||||||
Stock Appreciation Rights Outstanding | Stock Appreciation Rights Exercisable | ||||||||||||||||||||||||||
Range of | Shares | Weighted | Weighted | Shares | Weighted | Weighted | |||||||||||||||||||||
Exercise Prices | Average | Average | Average | Average | |||||||||||||||||||||||
Exercise | Remaining | Exercise | Remaining | ||||||||||||||||||||||||
Price | Contractual | Price | Contractual | ||||||||||||||||||||||||
Life-Years | Life-Years | ||||||||||||||||||||||||||
$ | 30.01 – $40.00 | 60,000 | $ | 30.01 | 2.69 | 60,000 | $ | 30.01 | 2.69 | ||||||||||||||||||
40.01 – 50.00 | 110,754 | 41 | 0.18 | 110,754 | 41 | 0.18 | |||||||||||||||||||||
$ | 30.01 – $50.00 | 170,754 | 37.14 | 1.07 | 170,754 | 37.14 | 1.07 | ||||||||||||||||||||
Summary of Changes in Stock Options | The following table summarizes the changes in stock options: | ||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||
Number | Weighted | Number | Weighted | ||||||||||||||||||||||||
of Options | Average | of Options | Average | ||||||||||||||||||||||||
Exercise | Exercise | ||||||||||||||||||||||||||
Price | Price | ||||||||||||||||||||||||||
Outstanding, beginning of year | 153,145 | $ | 40.91 | 672,865 | $ | 58.79 | |||||||||||||||||||||
Granted | — | — | — | — | |||||||||||||||||||||||
Forfeited | — | — | (475,875 | ) | 66.97 | ||||||||||||||||||||||
Exercised | (153,145 | ) | 40.91 | (43,845 | ) | 32.46 | |||||||||||||||||||||
Outstanding, end of year | — | — | 153,145 | 40.91 | |||||||||||||||||||||||
Vested or expected to vest, end of year | — | — | 153,145 | 40.91 | |||||||||||||||||||||||
Exercisable, end of year | — | — | 153,145 | 40.91 | |||||||||||||||||||||||
Restructuring_Costs_Tables
Restructuring Costs (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Restructuring and Related Activities [Abstract] | |||||
Summary of Changes in Restructuring Liability | Changes to the 2014 Plan restructuring liability are, as follows (in thousands): | ||||
December 31, 2014 | |||||
Balance at beginning of the year | $ | — | |||
Costs incurred | 1,830 | ||||
Cash payments | — | ||||
Balance at end of the year | $ | 1,830 | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Summary of Provision for Income Tax | The provision for income taxes consisted of the following (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current tax expense | |||||||||||||
Federal | $ | 48,926 | $ | 30,421 | $ | 35,279 | |||||||
State and local | 12,300 | 6,901 | 8,062 | ||||||||||
Foreign | 846 | 3,411 | 2,685 | ||||||||||
Total current tax expense | 62,072 | 40,733 | 46,026 | ||||||||||
Deferred tax (benefit) expense | |||||||||||||
Federal | (13,193 | ) | 425 | (2,662 | ) | ||||||||
State and local | (1,995 | ) | (397 | ) | (544 | ) | |||||||
Foreign | (6,206 | ) | (12,294 | ) | (5,251 | ) | |||||||
Total deferred tax (benefit) expense | (21,394 | ) | (12,266 | ) | (8,457 | ) | |||||||
Provision for income taxes | $ | 40,678 | $ | 28,467 | $ | 37,569 | |||||||
Components of Income before Provision for Income Taxes | The components of Income before provision for income taxes were as follows (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
US sources | $ | 85,462 | $ | 67,248 | $ | 87,994 | |||||||
Non-US sources | 6,388 | (6,810 | ) | (13,374 | ) | ||||||||
Total | $ | 91,850 | $ | 60,438 | $ | 74,620 | |||||||
Reconciliation of Effective Income Tax Rate to US Federal Income Tax Statutory Rate | The provision for income taxes differs from the amount of income taxes determined by applying the US federal income tax statutory rate to income before provision for income taxes as follows: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory US federal income tax rate | 35 | % | 35 | % | 35 | % | |||||||
Effect of foreign tax rates | 2.3 | 8.1 | 2.1 | ||||||||||
State income taxes, net of US federal benefit | 6.6 | 7.5 | 6.2 | ||||||||||
Goodwill impairment | 7.2 | 13.1 | — | ||||||||||
Effect of financing | (6.5 | ) | (10.4 | ) | (2.2 | ) | |||||||
Foreign exchange differences | (1.5 | ) | (5.5 | ) | (0.1 | ) | |||||||
Change in valuation allowance | (1.7 | ) | 4.1 | — | |||||||||
Tax rate changes | — | (8.3 | ) | 0.2 | |||||||||
Disallowed expenses, including transaction costs | 2.2 | 1.9 | 7.1 | ||||||||||
Other | 0.7 | 1.6 | 2 | ||||||||||
Effective tax rate | 44.3 | % | 47.1 | % | 50.3 | % | |||||||
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities consist of the following (in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets | |||||||||||||
Share-based compensation | $ | 4,808 | $ | 7,949 | |||||||||
Accrued incentive compensation | 17,091 | 17,537 | |||||||||||
Accruals and reserves | 1,759 | 885 | |||||||||||
Net operating loss and tax credit carryforwards | 16,132 | 16,142 | |||||||||||
Deferred compensation plan | 6,550 | 4,748 | |||||||||||
Deferred revenue | 13,954 | 6,649 | |||||||||||
Operating leases and lease incentives | 25,270 | 22,588 | |||||||||||
Other | — | 2,491 | |||||||||||
Total deferred tax assets | 85,564 | 78,989 | |||||||||||
Valuation allowance | (10,136 | ) | (11,463 | ) | |||||||||
Total deferred tax assets, net of valuation allowance | 75,428 | 67,526 | |||||||||||
Deferred tax liabilities | |||||||||||||
Deferred incentive compensation | 9,165 | 9,635 | |||||||||||
Depreciation | 12,402 | 11,439 | |||||||||||
Goodwill and intangibles | 65,789 | 76,663 | |||||||||||
Other | 2,082 | 557 | |||||||||||
Total deferred tax liabilities | 89,438 | 98,294 | |||||||||||
Net deferred tax liabilities | $ | 14,010 | $ | 30,768 | |||||||||
Reconciliation of Beginning and Ending Unrecognized Tax Benefit | A reconciliation of the beginning and ending unrecognized tax benefit was as follows (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at beginning of the year | $ | 16,044 | $ | 5,074 | $ | 1,132 | |||||||
Additions based on tax positions related to the current year | 805 | 1,686 | 23 | ||||||||||
Additions for tax positions of prior years | 6,654 | 10,856 | — | ||||||||||
Positions assumed in SHL acquisition | — | — | 3,999 | ||||||||||
Reductions for tax positions of prior years | (318 | ) | (467 | ) | — | ||||||||
Reductions for lapse of statute of limitations | (1,364 | ) | (1,105 | ) | (80 | ) | |||||||
Settlements | — | — | — | ||||||||||
Balance at end of the year | $ | 21,821 | $ | 16,044 | $ | 5,074 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
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 (including the new Arlington, Virginia lease) and future minimum receipts under subleases (including the lease assignment discussed above), excluding executory costs, are as follows at December 31, 2014 (in thousands): | ||||||||||||||||||||||||||||
Payments Due by Period at December 31, 2014 | |||||||||||||||||||||||||||||
Total | YE 2015 | YE 2016 | YE 2017 | YE 2018 | YE 2019 | Thereafter | |||||||||||||||||||||||
Operating lease obligations | $ | 952,397 | $ | 52,613 | $ | 52,734 | $ | 50,504 | $ | 69,912 | $ | 63,877 | $ | 662,757 | |||||||||||||||
Subleases receipts | (308,033 | ) | (21,781 | ) | (22,308 | ) | (22,396 | ) | (28,452 | ) | (24,267 | ) | (188,829 | ) | |||||||||||||||
Total net lease obligations | $ | 644,364 | $ | 30,832 | $ | 30,426 | $ | 28,108 | $ | 41,460 | $ | 39,610 | $ | 473,928 | |||||||||||||||
Changes_in_Accumulated_Element1
Changes in Accumulated Elements of Other Comprehensive Income (Loss) (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Schedule of Changes in Accumulated Balances of Each Component of Other Comprehensive Income | Changes in each component of AOCI in 2014 were, as follows (in thousands): | ||||||||||||
Cash Flow Hedges, | Foreign Currency | Total | |||||||||||
Net of Tax | Translation | ||||||||||||
Adjustments | |||||||||||||
Balance, December 31, 2013 | $ | 909 | $ | 42,378 | $ | 43,287 | |||||||
Net unrealized (losses) gains | (2,897 | ) | — | (1,914 | ) | ||||||||
Reclassification of losses (gains) into earnings | 1,559 | — | 576 | ||||||||||
Net translation of investments in foreign operations | — | (32,926 | ) | (32,926 | ) | ||||||||
Net translation of intra-entity loans | — | (14,612 | ) | (14,612 | ) | ||||||||
Net change in Accumulated other comprehensive income (loss) | (1,338 | ) | (47,538 | ) | (48,876 | ) | |||||||
Balance, December 31, 2014 | $ | (429 | ) | $ | (5,160 | ) | $ | (5,589 | ) | ||||
Segments_and_Geographic_Areas_
Segments and Geographic Areas (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Schedule of Company's Reportable Segments | Information for the Company’s reportable segments was as follows (in thousands): | ||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Revenue | |||||||||||||||||
CEB segment | $ | 701,573 | $ | 634,302 | $ | 564,062 | |||||||||||
SHL Talent Measurement segment | 207,401 | 185,751 | 58,592 | ||||||||||||||
Total revenue | $ | 908,974 | $ | 820,053 | $ | 622,654 | |||||||||||
Adjusted revenue | |||||||||||||||||
CEB segment | $ | 705,110 | $ | 634,302 | $ | 564,062 | |||||||||||
SHL Talent Measurement segment | 209,870 | 195,665 | 75,726 | ||||||||||||||
Total Adjusted revenue | $ | 914,980 | $ | 829,967 | $ | 639,788 | |||||||||||
Operating profit (loss) | |||||||||||||||||
CEB segment | $ | 98,108 | $ | 103,322 | $ | 97,013 | |||||||||||
SHL Talent Measurement segment | (4,463 | ) | (12,609 | ) | (12,345 | ) | |||||||||||
Total operating profit | $ | 93,645 | $ | 90,713 | $ | 84,668 | |||||||||||
Adjusted EBITDA | |||||||||||||||||
CEB segment | $ | 199,464 | $ | 173,537 | $ | 154,600 | |||||||||||
SHL Talent Measurement segment | 38,265 | 32,554 | 19,589 | ||||||||||||||
Total Adjusted EBITDA | $ | 237,729 | $ | 206,091 | $ | 174,189 | |||||||||||
Adjusted EBITDA margin | |||||||||||||||||
CEB segment | 28.3 | % | 27.4 | % | 27.4 | % | |||||||||||
SHL Talent Measurement segment | 18.2 | % | 16.6 | % | 25.9 | % | |||||||||||
Total Adjusted EBITDA margin | 26 | % | 24.8 | % | 27.2 | % | |||||||||||
Depreciation and amortization | |||||||||||||||||
CEB segment | $ | 33,707 | $ | 28,356 | $ | 24,371 | |||||||||||
SHL Talent Measurement segment | 34,579 | 31,731 | 13,487 | ||||||||||||||
Total depreciation and amortization | $ | 68,286 | $ | 60,087 | $ | 37,858 | |||||||||||
Reconciliation of Revenue to Adjusted Revenue | The table below reconciles revenue to Adjusted revenue (in thousands): | ||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Revenue | $ | 908,974 | $ | 820,053 | $ | 622,654 | |||||||||||
Impact of the deferred revenue fair value adjustment | 6,006 | 9,914 | 17,134 | ||||||||||||||
Adjusted revenue | $ | 914,980 | $ | 829,967 | $ | 639,788 | |||||||||||
Reconciliation of Net Income to Adjusted EBITDA | The table below reconciles Net income to Adjusted EBITDA (in thousands): | ||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Net income | $ | 51,172 | $ | 31,971 | $ | 37,051 | |||||||||||
Provision for income taxes | 40,678 | 28,467 | 37,569 | ||||||||||||||
Interest expense, net | 18,046 | 22,337 | 10,834 | ||||||||||||||
Gain on cost method investment | (6,585 | ) | — | — | |||||||||||||
Debt extinguishment costs | — | 6,691 | — | ||||||||||||||
Depreciation and amortization | 68,286 | 60,087 | 37,858 | ||||||||||||||
Impact of the deferred revenue fair value adjustment | 6,006 | 9,914 | 17,134 | ||||||||||||||
Acquisition related costs | 2,964 | 11,477 | 24,529 | ||||||||||||||
Impairment loss | 39,700 | 22,600 | — | ||||||||||||||
Restructuring costs | 1,830 | — | — | ||||||||||||||
Share-based compensation | 15,632 | 12,547 | 9,214 | ||||||||||||||
Adjusted EBITDA | $ | 237,729 | $ | 206,091 | $ | 174,189 | |||||||||||
Adjusted EBITDA Margin | 26 | % | 24.8 | % | 27.2 | % | |||||||||||
Reconciliation of Segment Assets to Total Assets | The following is a reconciliation of segment assets to total assets (in thousands): | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Cash and cash equivalents | |||||||||||||||||
CEB segment | $ | 51,128 | $ | 69,280 | |||||||||||||
SHL Talent Measurement segment | 63,806 | 50,274 | |||||||||||||||
Total cash and cash equivalents | $ | 114,934 | $ | 119,554 | |||||||||||||
Accounts receivable, net | |||||||||||||||||
CEB segment | $ | 221,365 | $ | 212,008 | |||||||||||||
SHL Talent Measurement segment | 61,704 | 59,256 | |||||||||||||||
Total accounts receivable, net | $ | 283,069 | $ | 271,264 | |||||||||||||
Goodwill | |||||||||||||||||
CEB segment | $ | 93,223 | $ | 71,119 | |||||||||||||
SHL Talent Measurement segment | 347,984 | 371,656 | |||||||||||||||
Total goodwill | $ | 441,207 | $ | 442,775 | |||||||||||||
Intangible assets, net | |||||||||||||||||
CEB segment | $ | 34,747 | $ | 42,479 | |||||||||||||
SHL Talent Measurement segment | 225,636 | 267,213 | |||||||||||||||
Total intangible assets | $ | 260,383 | $ | 309,692 | |||||||||||||
Property and equipment, net | |||||||||||||||||
CEB segment | $ | 95,552 | $ | 88,316 | |||||||||||||
SHL Talent Measurement segment | 16,972 | 18,538 | |||||||||||||||
Total property and equipment, net | $ | 112,524 | $ | 106,854 | |||||||||||||
Total assets | |||||||||||||||||
CEB segment | $ | 626,999 | $ | 602,471 | |||||||||||||
SHL Talent Measurement segment | 730,385 | 781,204 | |||||||||||||||
Total assets | $ | 1,357,384 | $ | 1,383,675 | |||||||||||||
Geographic Information about Revenue and Long-Lived Assets | The Company has revenue and long-lived assets, consisting of property, plant and equipment, goodwill and intangible assets, net of accumulated depreciation and amortization, in the following geographic areas (in thousands): | ||||||||||||||||
United States | Europe | Other Countries | Total | ||||||||||||||
2014 | |||||||||||||||||
Revenue | $ | 559,030 | $ | 187,274 | $ | 162,670 | $ | 908,974 | |||||||||
Long-lived assets | 210,367 | 594,316 | 9,431 | 814,114 | |||||||||||||
2013 | |||||||||||||||||
Revenue | $ | 498,682 | $ | 173,060 | $ | 148,311 | $ | 820,053 | |||||||||
Long-lived assets | 190,253 | 661,517 | 7,550 | 859,320 | |||||||||||||
2012 | |||||||||||||||||
Revenue | $ | 408,022 | $ | 104,825 | $ | 109,807 | $ | 622,654 | |||||||||
Long-lived assets | 201,455 | 693,445 | 8,552 | 903,452 |
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Data of Company | Unaudited summarized quarterly financial data was as follows (in thousands, except per-share amounts): | ||||||||||||||||
2014 Quarter Ended | |||||||||||||||||
March 31 | June 30 | September 30 | December 31 | ||||||||||||||
Revenue | $ | 209,437 | $ | 230,427 | $ | 229,008 | $ | 240,102 | |||||||||
Total costs and expenses | 190,959 | 239,657 | 190,959 | 193,754 | |||||||||||||
Operating profit (loss) | 18,478 | (9,230 | ) | 38,049 | 46,348 | ||||||||||||
Income (loss) before provision for income taxes | 13,042 | (8,608 | ) | 39,422 | 47,994 | ||||||||||||
Net income (loss) | 7,656 | (6,421 | ) | 21,382 | 28,555 | ||||||||||||
Basic earnings (loss) per share | 0.23 | (0.19 | ) | 0.63 | 0.85 | ||||||||||||
Diluted earnings (loss) per share | 0.22 | (0.19 | ) | 0.63 | 0.84 | ||||||||||||
2013 Quarter Ended | |||||||||||||||||
March 31 | June 30 | September 30 | December 31 | ||||||||||||||
Revenue | $ | 190,272 | $ | 204,610 | $ | 201,735 | $ | 223,436 | |||||||||
Total costs and expenses | 167,570 | 176,095 | 195,990 | 189,685 | |||||||||||||
Operating profit | 22,702 | 28,515 | 5,745 | 33,751 | |||||||||||||
Income (loss) before provision for income taxes | 17,854 | 22,019 | (7,995 | ) | 28,560 | ||||||||||||
Net income (loss) | 11,208 | 13,568 | (5,383 | ) | 12,578 | ||||||||||||
Basic earnings (loss) per share | 0.34 | 0.41 | (0.16 | ) | 0.37 | ||||||||||||
Diluted earnings (loss) per share | 0.33 | 0.4 | (0.16 | ) | 0.37 |
Description_of_Operations_Addi
Description of Operations - Additional Information (Detail) (SHL Talent Measurement [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
SHL Talent Measurement [Member] | |
Business Acquisition [Line Items] | |
Business acquisition, completion date | 2-Aug-12 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | |||
Share data in Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Sep. 30, 2013 |
Services | |||||
Significant Accounting Policies [Line Items] | |||||
Cost of services | $323,633,000 | $294,576,000 | $223,766,000 | ||
Member relations and marketing | 267,831,000 | 238,070,000 | 178,204,000 | ||
Net foreign currency gains (losses) included in other (expense) income | 8,600,000 | -3,300,000 | -1,300,000 | ||
Maximum weighted percentage in market approach | 50.00% | ||||
Impairment loss | 39,700,000 | 22,600,000 | |||
Intangible asset impairment loss | 20,800,000 | ||||
Goodwill impairment loss | 18,900,000 | 22,600,000 | |||
Estimated useful life of intangible assets | 11 years 3 months 18 days | 12 years 6 months | |||
Number of primary service offerings generates majority of revenue | 4 | ||||
Executive membership recognition period | 12 months | ||||
Expiration period for non-cancelable operating lease agreements for our offices, beginning | 2015 | ||||
Expiration period for non-cancelable operating lease agreements for our offices, ending | 2032 | ||||
Advertising expense | 1,300,000 | 800,000 | 300,000 | ||
Maximum length of hedging exposed to variability of future cash flows | 12 months | ||||
Anti-dilutive securities excluded from computation of earnings per share, amount | 0.4 | 0.8 | |||
Customer Relationships [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Intangible asset impairment loss | 20,800,000 | ||||
Estimated useful life of intangible assets | 11 years | 12 years | |||
PDRI [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Impairment loss | 39,700,000 | ||||
Goodwill impairment loss | 18,900,000 | 18,900,000 | 22,600,000 | ||
PDRI [Member] | Customer Relationships [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Intangible asset impairment loss | 20,800,000 | ||||
Minimum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life of intangible assets | 2 years | ||||
Uncertain tax position recognition percentage | 50.00% | ||||
Minimum [Member] | Furniture, Fixtures and Equipment [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Useful life | 3 years | ||||
Minimum [Member] | Capitalized Software and Web Site Development Costs [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Useful life | 3 years | ||||
Maximum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful life of intangible assets | 20 years | ||||
Maximum [Member] | Furniture, Fixtures and Equipment [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Useful life | 7 years | ||||
Maximum [Member] | Capitalized Software and Web Site Development Costs [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Useful life | 5 years | ||||
General and Administrative [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Cost of services | 3,300,000 | ||||
Member relations and marketing | $2,000,000 | ||||
Allowance for Uncollectible Revenue [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Revenue recognition period | 12 months |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Reconciliation of Basic to Diluted Weighted Average Common Shares Outstanding (Detail) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | |||
Basic weighted average shares outstanding | 33,666 | 33,543 | 33,462 |
Effect of dilutive shares outstanding | 373 | 400 | 359 |
Diluted weighted average shares outstanding | 34,039 | 33,943 | 33,821 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2015 | Feb. 28, 2014 | Jan. 14, 2014 | Aug. 02, 2012 | Dec. 31, 2011 | Feb. 29, 2012 | |
Investment | Investment | Entity | |||||||||
Business Acquisition [Line Items] | |||||||||||
Purchase price, net of cash acquired | $58,902,000 | $669,086,000 | |||||||||
Goodwill | 441,207,000 | 442,775,000 | 441,207,000 | 442,775,000 | |||||||
Goodwill | -12,244,000 | ||||||||||
Adjustment in goodwill related to correction of errors | 10,900,000 | 10,900,000 | |||||||||
Estimated aggregate amortization expense 2015 | 34,164,000 | 34,164,000 | |||||||||
Estimated aggregate amortization expense 2016 | 31,017,000 | 31,017,000 | |||||||||
Estimated aggregate amortization expense 2017 | 27,842,000 | 27,842,000 | |||||||||
Estimated aggregate amortization expense 2018 | 27,374,000 | 27,374,000 | |||||||||
Estimated aggregate amortization expense 2019 | 20,938,000 | 20,938,000 | |||||||||
Estimated aggregate amortization expense thereafter | 119,048,000 | 119,048,000 | |||||||||
Deferred revenue amount recognized | 2,500,000 | 9,900,000 | 17,100,000 | ||||||||
Proforma deferred revenue | 6,006,000 | 9,914,000 | 17,134,000 | ||||||||
Additional investments in private entity | 8,567,000 | 11,213,000 | |||||||||
Number of private entity investments | 1 | ||||||||||
Gain on cost method investment | 6,585,000 | ||||||||||
Number of investment | 5 | 5 | |||||||||
Carrying value of company's investment | 26,000,000 | 14,600,000 | 26,000,000 | 14,600,000 | |||||||
PayScale [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Gain on cost method investment | 6,600,000 | ||||||||||
Recognized in 2014 and 2015 [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Deferred revenue amount recognized | 4,500,000 | ||||||||||
Senior Subordinated Convertible Promissory Note [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Additional investments in private entity | 2,600,000 | ||||||||||
Number of private entity investments | 1 | ||||||||||
Convertible note maturity date | 12-Aug-18 | ||||||||||
Convertible note interest rate | 8.00% | 8.00% | |||||||||
Debt instrument, convertible type of investee's equity | Further, the Convertible Note provides an automatic conversion to preferred shares upon the investee's equity financing event. The Company has bifurcated the automatic conversion feature since it represents an embedded derivative. The Company has accounted for the Convertible Note as an available-for-sale security. | ||||||||||
Fair value of the convertible note and the bifurcated automatic conversion feature amount | 2,600,000 | 2,600,000 | |||||||||
Private Entity Investments [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Additional investments in private entity | 4,800,000 | ||||||||||
KnowledgeAdvisors, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity interests in acquiree | 100.00% | ||||||||||
Purchase price, net of cash acquired | 50,900,000 | ||||||||||
Company allocation to intangible assets | 24,000,000 | ||||||||||
Amortization period | 4 years | ||||||||||
Goodwill | 37,300,000 | ||||||||||
Deferred tax liability | 9,600,000 | ||||||||||
Deferred tax assets, net operating loss carryforwards | 3,100,000 | 3,100,000 | |||||||||
Deferred revenue amount recognized | -3,600,000 | ||||||||||
Talent Neuron [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Company allocation to intangible assets | 1,700,000 | ||||||||||
Amortization period | 3 years | ||||||||||
Goodwill | 6,300,000 | ||||||||||
Approximate purchase price | 8,000,000 | ||||||||||
SHL Talent Measurement Segment [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity interests in acquiree | 100.00% | ||||||||||
Deferred tax liability | 90,100,000 | ||||||||||
Deferred revenue amount recognized | 34,000,000 | ||||||||||
Approximate purchase price | 654,000,000 | ||||||||||
Initial cash payment to acquire business | 121,000,000 | ||||||||||
Transaction costs incurred by company and SHL | 19,300,000 | 19,300,000 | |||||||||
Settlement of the currency forward contract | 5,100,000 | ||||||||||
Date on hedge its obligation to pay a portion of the purchase price in GBP | 2-Jul-12 | ||||||||||
Goodwill | 12,200,000 | ||||||||||
Proforma deferred revenue | 35,000,000 | 8,000,000 | 27,000,000 | ||||||||
SHL Talent Measurement Segment [Member] | Minimum [Member] | Customer Relationships [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization period | 10 years | ||||||||||
SHL Talent Measurement Segment [Member] | Minimum [Member] | Acquired Technology [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization period | 7 years | ||||||||||
SHL Talent Measurement Segment [Member] | Minimum [Member] | Trade Names [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization period | 3 years | ||||||||||
SHL Talent Measurement Segment [Member] | Maximum [Member] | Customer Relationships [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization period | 15 years | ||||||||||
SHL Talent Measurement Segment [Member] | Maximum [Member] | Acquired Technology [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization period | 15 years | ||||||||||
SHL Talent Measurement Segment [Member] | Maximum [Member] | Trade Names [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortization period | 15 years | ||||||||||
SHL Talent Measurement [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill | 348,000,000 | 348,000,000 | |||||||||
PDRI [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill | 53,600,000 | 53,600,000 | |||||||||
SHL Talent Measurement and PDRI [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Estimated aggregate amortization expense 2015 | 25,100,000 | 25,100,000 | |||||||||
Estimated aggregate amortization expense 2016 | 23,100,000 | 23,100,000 | |||||||||
Estimated aggregate amortization expense 2017 | 23,100,000 | 23,100,000 | |||||||||
Estimated aggregate amortization expense 2018 | 23,100,000 | 23,100,000 | |||||||||
Estimated aggregate amortization expense 2019 | 20,300,000 | 20,300,000 | |||||||||
Estimated aggregate amortization expense thereafter | 118,600,000 | 118,600,000 | |||||||||
Valtera Corporation [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity interests in acquiree | 100.00% | ||||||||||
Company allocation to intangible assets | 8,800,000 | ||||||||||
Goodwill | 11,400,000 | ||||||||||
Approximate purchase price | 22,400,000 | ||||||||||
Cash acquired in business acquisition | 1,900,000 | ||||||||||
Weighted average amortization period of acquired intangible assets | 6 years | ||||||||||
Target Account Selling Group Limited [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity ownership, percentage | 20.00% | 20.00% | |||||||||
Carrying value of company's investment | $7,500,000 | $2,700,000 | $7,500,000 | $2,700,000 |
Acquisitions_Reconciliation_of
Acquisitions - Reconciliation of Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2012 |
Business Combinations [Abstract] | ||
Cash and cash equivalents | $5,748 | $5,748 |
Accounts receivable | 42,026 | 42,026 |
Other current assets | 14,255 | 12,590 |
Other current assets, Adjustments | 1,665 | |
Property and equipment | 12,741 | 12,741 |
Other non-current assets | 43 | 1,624 |
Other non-current assets, Adjustments | -1,581 | |
Accounts payable and accrued liabilities | -27,561 | -37,224 |
Accounts payable and accrued liabilities, Adjustments | 9,663 | |
Deferred income taxes, net | -88,844 | -93,898 |
Deferred income taxes, net, Adjustments | 5,054 | |
Deferred revenue | -21,070 | -21,070 |
Other liabilities | -8,102 | -5,545 |
Other liabilities, Adjustments | -2,557 | |
Net tangible liabilities assumed | -70,764 | -83,008 |
Intangible assets acquired | ||
Customer relationships | 166,100 | 166,100 |
Acquired intellectual property | 96,600 | 96,600 |
Trade names | 60,500 | 60,500 |
Goodwill | 401,564 | 413,808 |
Goodwill, Adjustments | -12,244 | |
Total purchase price allocation | $654,000 | $654,000 |
Acquisitions_Summary_of_Profor
Acquisitions - Summary of Proforma Financial Information (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 |
Business Combinations [Abstract] | ||
Pro forma revenue | $753,442 | $661,358 |
Pro forma net income | $53,274 | $41,756 |
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 $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Level 1 [Member] | ||
Financial assets | ||
Cash and cash equivalents | $114,934 | $119,554 |
Level 2 [Member] | ||
Financial assets | ||
Investments held through variable insurance products in a Rabbi Trust | 19,357 | 16,975 |
Level 2 [Member] | Forward Currency Exchange Contracts [Member] | ||
Financial assets | ||
Fair value of derivative assets | 761 | |
Financial liabilities | ||
Fair value of derivative liability | 23 | |
Level 2 [Member] | Interest Rate Swaps [Member] | ||
Financial assets | ||
Fair value of derivative assets | 880 | |
Financial liabilities | ||
Fair value of derivative liability | 717 | |
Level 3 [Member] | ||
Financial assets | ||
Available-for-sale securities | $2,643 |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Changes to Fair Values Classified within Level 3 (Detail) (Level 3 [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Total gains recognized | $0 |
End of year | 2,643 |
Available-for-sale Securities Acquired [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Available-for-sale securities acquired | $2,643 |
Accounts_Receivable_Net_Summar
Accounts Receivable, Net - Summary of Accounts Receivable, Net (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $285,282 | $273,360 |
Allowance for uncollectible revenue | -2,213 | -2,096 |
Total accounts receivable, net | 283,069 | 271,264 |
Billed [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 203,575 | 199,327 |
Unbilled [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $81,707 | $74,033 |
Property_and_Equipment_Net_Sum
Property and Equipment , Net - Summary of Property and Equipment , Net (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Abstract] | ||
Furniture, fixtures, and equipment | $66,684 | $76,438 |
Leasehold improvements | 96,254 | 93,391 |
Computer software and website development costs | 74,059 | 58,149 |
Property and equipment, gross | 236,997 | 227,978 |
Accumulated depreciation | -124,473 | -121,124 |
Total property and equipment, net | $112,524 | $106,854 |
Property_and_Equipment_Net_Add
Property and Equipment, Net - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Net book value of assets | $29.50 | $23.80 | |
Depreciation expense | 29.4 | 25.2 | 19.6 |
Capitalized Software and Web Site Development Costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $10.20 | $7.40 | $5.40 |
Goodwill_Changes_in_Carrying_A
Goodwill - Changes in Carrying Amount of Goodwill (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 01, 2014 | Sep. 30, 2013 |
Goodwill [Line Items] | ||||
Gross goodwill, beginning of year | $465,375 | $471,299 | ||
Goodwill acquired | 43,584 | |||
Purchase accounting adjustments | -2,479 | -12,244 | ||
Impact of foreign currency | -23,773 | 6,320 | ||
Gross goodwill, end of year | 482,707 | 465,375 | ||
Accumulated impairment loss, beginning of year | -22,600 | |||
Impairment loss | -18,900 | -22,600 | ||
Accumulated impairment loss, end of year | -41,500 | -22,600 | ||
Net goodwill, end of year | 441,207 | 442,775 | ||
CEB Segment [Member] | ||||
Goodwill [Line Items] | ||||
Gross goodwill, beginning of year | 93,719 | 94,286 | ||
Goodwill acquired | 43,584 | |||
Purchase accounting adjustments | -2,479 | -422 | ||
Impact of foreign currency | -101 | -145 | ||
Gross goodwill, end of year | 134,723 | 93,719 | ||
Accumulated impairment loss, beginning of year | -22,600 | |||
Impairment loss | -18,900 | -22,600 | ||
Accumulated impairment loss, end of year | -41,500 | -22,600 | ||
Net goodwill, end of year | 93,223 | 71,119 | ||
SHL Talent Measurement Segment [Member] | ||||
Goodwill [Line Items] | ||||
Gross goodwill, beginning of year | 371,656 | 377,013 | ||
Purchase accounting adjustments | -11,822 | |||
Impact of foreign currency | -23,672 | 6,465 | ||
Gross goodwill, end of year | 347,984 | 371,656 | ||
Net goodwill, end of year | $347,984 | $371,656 | $363,000 | $375,000 |
Goodwill_Additional_Informatio
Goodwill - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 9 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Sep. 30, 2013 | Oct. 01, 2014 | Sep. 30, 2013 | |
Goodwill [Line Items] | |||||||
Amount related to correction of errors in the acquisition | $10,900,000 | $10,900,000 | |||||
Decrease in goodwill | 10,900,000 | ||||||
Impairment loss | 39,700,000 | 22,600,000 | |||||
Intangible asset impairment loss | 20,800,000 | ||||||
Goodwill impairment loss | 18,900,000 | 22,600,000 | |||||
Goodwill | 442,775,000 | 441,207,000 | 442,775,000 | ||||
Customer Relationships [Member] | |||||||
Goodwill [Line Items] | |||||||
Intangible asset impairment loss | 20,800,000 | ||||||
PDRI [Member] | |||||||
Goodwill [Line Items] | |||||||
Impairment loss | 39,700,000 | ||||||
Goodwill impairment loss | 18,900,000 | 18,900,000 | 22,600,000 | ||||
Goodwill | 12,400,000 | ||||||
Increase in discount rate | 1.00% | ||||||
Decrease in estimated fair value | 1,000,000 | ||||||
PDRI [Member] | Income Approach Valuation Technique [Member] | |||||||
Goodwill [Line Items] | |||||||
Assumed discount rate | 14.50% | ||||||
PDRI [Member] | Customer Relationships [Member] | |||||||
Goodwill [Line Items] | |||||||
Intangible asset impairment loss | 20,800,000 | ||||||
Estimated fair value | 7,900,000 | 7,900,000 | |||||
Deferred tax liability | 14,200,000 | ||||||
Reduction in deferred tax liability | 8,000,000 | ||||||
SHL Talent Measurement Segment [Member] | |||||||
Goodwill [Line Items] | |||||||
Goodwill | 371,656,000 | 347,984,000 | 371,656,000 | 375,000,000 | 363,000,000 | 375,000,000 | |
Increase in discount rate | 1.00% | ||||||
Decrease in estimated fair value | 29,000,000 | ||||||
Decrease in the selected market multiples | 5.00% | ||||||
Decrease in estimated fair value | 15,000,000 | ||||||
Carrying value of reporting unit | 600,000,000 | 598,000,000 | 600,000,000 | ||||
Amortizable intangible assets | 242,000,000 | 269,000,000 | |||||
Percentage exceeded in estimated value over carrying value | 1.00% | ||||||
SHL Talent Measurement Segment [Member] | Maximum [Member] | |||||||
Goodwill [Line Items] | |||||||
Percentage exceeded in estimated value over carrying value | 10.00% | ||||||
SHL and PDRI [Member] | |||||||
Goodwill [Line Items] | |||||||
Amount related to correction of errors in the acquisition | $10,900,000 | $10,900,000 |
Intangible_Assets_Net_Schedule
Intangible Assets, Net - Schedule of Intangible Assets by Major Class (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $378,281 | $372,422 |
Impairment Loss | 20,800 | |
Accumulated Amortization | 97,098 | 62,730 |
Net Carrying Amount | 260,383 | 309,692 |
Weighted-Average Amortization Period (in years) | 11 years 3 months 18 days | 12 years 6 months |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 202,981 | 196,296 |
Impairment Loss | 20,800 | |
Accumulated Amortization | 45,116 | 29,219 |
Net Carrying Amount | 137,065 | 167,077 |
Weighted-Average Amortization Period (in years) | 11 years | 12 years |
Acquired Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 97,685 | 98,855 |
Accumulated Amortization | 29,200 | 19,176 |
Net Carrying Amount | 68,485 | 79,679 |
Weighted-Average Amortization Period (in years) | 12 years | 13 years 6 months |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 62,499 | 66,048 |
Accumulated Amortization | 12,547 | 7,954 |
Net Carrying Amount | 49,952 | 58,094 |
Weighted-Average Amortization Period (in years) | 12 years 3 months 18 days | 13 years 2 months 12 days |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15,116 | 11,223 |
Accumulated Amortization | 10,235 | 6,381 |
Net Carrying Amount | $4,881 | $4,842 |
Weighted-Average Amortization Period (in years) | 1 year 6 months | 1 year 6 months |
Intangible_Assets_Net_Addition
Intangible Assets, Net - Additional Information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Carrying value | $260,383,000 | $309,692,000 | ||
Pre-tax impairment loss | 20,800,000 | |||
Amortization expense | 38,900,000 | 34,900,000 | 18,300,000 | |
Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Carrying value | 137,065,000 | 167,077,000 | ||
Pre-tax impairment loss | 20,800,000 | |||
PDRI [Member] | Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated fair value of asset | 7,900,000 | 7,900,000 | ||
Carrying value | 28,700,000 | |||
Pre-tax impairment loss | $20,800,000 |
Intangible_Assets_Net_Intangib
Intangible Assets, Net - Intangible Assets Expected Future Amortization Expense (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2015 | $34,164 | |
2016 | 31,017 | |
2017 | 27,842 | |
2018 | 27,374 | |
2019 | 20,938 | |
Thereafter | 119,048 | |
Total | $260,383 | $309,692 |
Accounts_Payable_and_Accrued_L2
Accounts Payable and Accrued Liabilities - Summary of Accounts Payable and Accrued Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Accounts payable | $6,653 | $11,911 |
Advanced membership payments received | 14,785 | 16,039 |
Other accrued liabilities | 68,258 | 57,344 |
Total accounts payable and accrued liabilities | $89,696 | $85,294 |
Other_Liabilities_Other_Liabil
Other Liabilities - Other Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ||
Deferred compensation | $19,145 | $15,875 |
Lease incentives | 39,628 | 33,209 |
Deferred rent benefit | 37,104 | 34,596 |
Deferred revenue - long term | 13,867 | 13,739 |
Other | 13,088 | 18,005 |
Total other liabilities | $122,832 | $115,424 |
Senior_Secured_Credit_Faciliti2
Senior Secured Credit Facilities - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Aug. 02, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2013 | Dec. 31, 2012 | Aug. 02, 2012 | |
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $200,000,000 | ||||||
Line of credit facility, initiation date | 2-Jul-12 | ||||||
Line of credit facility, amendment date | 18-Jul-12 | ||||||
Amount reclassified to current debt | 0 | ||||||
Loan origination fee and deferred financing costs | 12,900,000 | ||||||
Interest paid | 15,600,000 | 20,300,000 | 8,400,000 | ||||
Amortization expense for loan origination fees and deferred financing cost | 2,614,000 | 2,775,000 | 1,771,000 | ||||
Leverage Ratio Range One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Leverage ratio triggering mandatory prepayments | 2.0x or higher | ||||||
Triggering mandatory prepayments percentage | 25.00% | ||||||
Leverage Ratio Range Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Leverage ratio triggering mandatory prepayments | 2.5x or higher | ||||||
Triggering mandatory prepayments percentage | 50.00% | ||||||
Term Facilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan origination fee and deferred financing costs | 10,600,000 | ||||||
Refinancing of Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan origination fee and deferred financing costs | 2,300,000 | ||||||
Term Loan A Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | 275,000,000 | ||||||
Credit facility maturity date | 2-Aug-17 | ||||||
Term Loan B Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | 250,000,000 | ||||||
Credit facility maturity date | 2-Aug-19 | ||||||
Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | 100,000,000 | ||||||
Credit facility maturity date | 2-Aug-17 | ||||||
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 | |||||
Revolving Credit Facility Second Amendment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, amendment date | 1-Aug-12 | ||||||
Revolving Credit Facility Third Amendment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, amendment date | 2-Aug-13 | ||||||
Refinancing Term A-1 Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | 269,900,000 | ||||||
Incremental Term A-1 Loans and Refinancing Term A-1 Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | 253,800,000 | ||||||
Tranche A Revolving Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $100,000,000 | ||||||
Tranche A Revolving Loans [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage added to annual referred interest rate on the Secured Credit Facilities | 1.25% | ||||||
Term A-1 Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility maturity date | 2-Aug-18 | ||||||
Installment payment as a percentage of principal, first two years | 2.00% | ||||||
Installment payment as a percentage of principal, next three years | 4.00% | ||||||
Term A-1 Loans [Member] | Eurodollar [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage added to annual referred interest rate on the Secured Credit Facilities | 2.25% | 2.00% | |||||
Term A-1 Loans [Member] | Interest Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Annual interest rate on the Senior Secured Credit Facilities | 2.17% |
Senior_Secured_Credit_Faciliti3
Senior Secured Credit Facilities - Future Minimum Payments on Senior Secured Credit Facility (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Less: current portion | $15,269 | $10,274 |
Debt - long term | 490,287 | 505,554 |
Term A-1 Loans [Member] | ||
Debt Instrument [Line Items] | ||
2015 | 15,750 | |
2016 | 20,750 | |
2017 | 20,750 | |
2018 | 450,000 | |
2019 | 0 | |
Thereafter | 0 | |
Total principal payments | 507,250 | |
Less: unamortized original issue discount | 1,694 | |
Present value of principal payments | 505,556 | |
Less: current portion | 15,269 | |
Debt - long term | 490,287 | |
Present value of principal payments | $505,556 |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging - Additional Information (Detail) | 12 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2015 | Jan. 31, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2013 | |
Term A-1 Loans [Member] | Forward Currency Exchange Contracts [Member] | Forward Currency Exchange Contracts [Member] | Forward Currency Exchange Contracts [Member] | Forward Currency Exchange Contracts [Member] | Forward Currency Exchange Contracts [Member] | Interest Rate Swaps [Member] | Interest Rate Swaps [Member] | Interest Rate Swaps [Member] | ||
GBP (£) | GBP (£) | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | USD ($) | Term A-1 Loans [Member] | ||||
AUD | EUR (€) | GBP (£) | ||||||||
Derivative [Line Items] | ||||||||||
Derivatives notional amount | £ 300,000 | £ 11,900,000 | 17,000,000 | € 14,300,000 | £ 16,400,000 | $275,000,000 | ||||
Interest rate swap arrangements, amortized notional amount | $232,000,000 | |||||||||
Credit facility maturity date | 2-Aug-18 | |||||||||
Interest payments on the hedged debt | 1.34% | |||||||||
Maximum length of time of hedging exposed to variability of future cash flows | 12 months | 44 months |
Derivative_Instruments_and_Hed3
Derivative Instruments and Hedging - Fair Value of Designated Derivative Hedging Instruments (Detail) (Derivatives Designated as Hedging Instruments [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Prepaid Expenses and Other Current Assets [Member] | ||
Asset Derivatives | ||
Prepaid expenses and other current and non-current assets | $761 | |
Other Non-Current Assets [Member] | ||
Asset Derivatives | ||
Prepaid expenses and other current and non-current assets | 880 | |
Accounts Payable and Accrued Liabilities [Member] | ||
Liability Derivatives | ||
Accounts payable, accrued liabilities and other liabilities | 23 | |
Other Liabilities [Member] | ||
Liability Derivatives | ||
Accounts payable, accrued liabilities and other liabilities | $717 |
Derivative_Instruments_and_Hed4
Derivative Instruments and Hedging - Pre-Tax Effect of Derivative Instruments in Statements of Operations (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | ($2,599) | ($171) |
Forward Currency Exchange Contracts [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective portion) | 34 | 384 |
Interest Rate Swaps [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective portion) | -4,863 | 880 |
Cost of Services [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | 300 | -77 |
Member Relations and Marketing [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | 247 | -63 |
General and Administrative [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | 120 | -31 |
Interest Expense [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | ($3,266) |
Stockholders_Equity_and_Shareb2
Stockholders' Equity and Share-based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2015 | Feb. 28, 2013 | Aug. 31, 2011 | Feb. 15, 2015 | Jun. 30, 2012 | Jun. 07, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Recognized total share-based compensation costs | $15,632,000 | $12,547,000 | $9,214,000 | |||||||||||
Vested stock appreciation rights, outstanding, intrinsic value | 6,000,000 | 6,000,000 | 10,200,000 | |||||||||||
Number of Options Outstanding | 0 | 0 | 0 | |||||||||||
Authorization of common stock repurchase | 50,000,000 | 50,000,000 | ||||||||||||
Number of shares repurchased | 400,000 | 200,000 | 200,000 | |||||||||||
Cost of shares repurchased | 29,168,000 | 2,751,000 | 10,007,000 | |||||||||||
Dividend date of record | 16-Mar-15 | |||||||||||||
Dividend date of declared | 2015-02 | 2015-02 | ||||||||||||
Dividend payment date | 31-Mar-15 | |||||||||||||
Cash dividend declared per share | $0.26 | $0.26 | $0.26 | $0.26 | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||
Preferred stock, par value | $0.01 | $0.01 | $0.01 | |||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||
Subsequent Event [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Authorization of common stock repurchase | 100,000,000 | |||||||||||||
Cash dividend declared per share | $0.38 | |||||||||||||
2012 Stock Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Issuance of common stock under stock incentive plan | 6,200,000 | 6,200,000 | ||||||||||||
2012 Stock Incentive Plan [Member] | Maximum [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Issuance of common stock under stock incentive plan | 5,600,000 | |||||||||||||
2004 and 2012 Stock Incentive Plan [Member] | Maximum [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Issuance if common stock under prior equity compensation plans | 11,198,113 | |||||||||||||
Two Thousand Four Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
New grants under the plan | 0 | |||||||||||||
Share-Based Compensation [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Vesting period for share-based compensation awards | 4 years | |||||||||||||
Share-based compensation arrangements, income tax benefit | 6,200,000 | 5,000,000 | 3,700,000 | |||||||||||
Total unrecognized share-based compensation cost which is expected to be recognized | 24,900,000 | 24,900,000 | ||||||||||||
Total compensation cost not yet recognized, period for recognition | 3 years | |||||||||||||
RSU and PSA [Member] | 2012 Stock Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Grant counts against shares available for issuance | 2.5 | |||||||||||||
Stock Appreciation Rights (SARs) [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
New grants under the plan | 0 | 0 | 0 | |||||||||||
Number of Performance Based Stock Awards, Vested | 170,754 | 572,998 | ||||||||||||
Aggregate intrinsic value of common stock options, exercised | 3,500,000 | 3,100,000 | ||||||||||||
Number of Options Outstanding | 170,754 | 170,754 | 587,998 | 981,133 | 1,118,258 | |||||||||
Stock Appreciation Rights (SARs) [Member] | 2012 Stock Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Grant counts against shares available for issuance | 1 | |||||||||||||
Common Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
New grants under the plan | 0 | 0 | ||||||||||||
Aggregate intrinsic value of common stock options, exercised | $2,100,000 | $400,000 | ||||||||||||
Number of Options Outstanding | 153,145 | 672,865 | ||||||||||||
Performance Based Stock Awards (PSAs) [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of Performance Based Stock Awards, Vested | 29,700 |
Stockholders_Equity_and_Shareb3
Stockholders' Equity and Share-based Compensation - Summarization of Changes in Restricted Stock Units (Detail) (Restricted Stock Units (RSUs) [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Restricted Stock Units, Nonvested, beginning of year | 749,955 | 782,517 | 826,482 |
Number of Restricted Stock Units, Granted | 340,298 | 320,204 | 324,384 |
Number of Restricted Stock Units, Forfeited | -77,652 | -27,489 | -75,729 |
Number of Restricted Stock Units, Vested | -295,464 | -325,277 | -292,620 |
Number of Restricted Stock Units, Nonvested, end of year | 717,137 | 749,955 | 782,517 |
Weighted Average Grant Date Fair Value, Nonvested, beginning of year | $46.03 | $33.83 | $26.58 |
Weighted Average Grant Date Fair Value, Granted | $69.70 | $56.65 | $42.38 |
Weighted Average Grant Date Fair Value, Forfeited | $54.57 | $45.35 | $30.39 |
Weighted Average Grant Date Fair Value, Vested | $40.76 | $27.18 | $23.74 |
Weighted Average Grant Date Fair Value, Nonvested, end of year | $58.51 | $46.03 | $33.83 |
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 $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Performance Based Stock Awards (PSAs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Restricted Stock Units, Nonvested, beginning of year | 60,639 | 32,834 | |
Number of Performance Based Stock Awards, Granted | 29,873 | 27,805 | 32,834 |
Number of Performance Based Stock Awards, Forfeited | -11,909 | ||
Number of Performance Based Stock Awards, Performance adjustment | -915 | ||
Number of Performance Based Stock Awards, Vested | -29,700 | ||
Number of Restricted Stock Units, Nonvested, end of year | 47,988 | 60,639 | 32,834 |
Weighted Average Grant Date Fair Value, Nonvested, beginning of year | $48.42 | $41.87 | |
Weighted Average Grant Date Fair Value, Granted | $69.44 | $56.15 | $41.87 |
Weighted Average Grant Date Fair Value, Forfeited | $52.60 | ||
Weighted Average Grant Date Fair Value, Performance adjustment | $50.57 | ||
Weighted Average Grant Date Fair Value, Vested | $41.87 | ||
Weighted Average Grant Date Fair Value, Nonvested, end of year | $64.48 | $48.42 | $41.87 |
Stockholders_Equity_and_Shareb5
Stockholders' Equity and Share-based Compensation - Summary of Changes in Stock Appreciation Rights (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options Outstanding, end of year | 0 | 0 | |
Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options Outstanding, beginning of year | 587,998 | 981,133 | 1,118,258 |
Number of Stock Appreciation Rights, Granted | 0 | 0 | 0 |
Number of Stock Appreciation Rights, Forfeited | -850 | -221,010 | -58,375 |
Number of Stock Appreciation Rights, Exercised | -416,394 | -172,125 | -78,750 |
Number of Options Outstanding, end of year | 170,754 | 587,998 | 981,133 |
Number of Stock Appreciation Rights, Vested or expected to vest, end of year | 170,754 | 585,898 | 976,933 |
Number of Stock Appreciation Rights, Exercisable, end of year | 170,754 | 572,998 | 951,133 |
Weighted Average Exercise Price, Outstanding, beginning of year | $58.87 | $64.53 | $62.81 |
Weighted Average Exercise Price, Granted | $0 | $0 | $0 |
Weighted Average Exercise Price, Forfeited | $74.98 | $97.56 | $63.58 |
Weighted Average Exercise Price, Exercised | $67.74 | $41.47 | $40.80 |
Weighted Average Exercise Price, Outstanding, end of year | $37.14 | $58.87 | $64.53 |
Weighted Average Exercise Price, Vested or expected to vest, end of year | $37.14 | $58.97 | $64.68 |
Weighted Average Exercise Price, Exercisable, end of year | $37.14 | $59.62 | $65.62 |
Stockholders_Equity_and_Shareb6
Stockholders' Equity and Share-based Compensation - Summary of Characteristics of Stock Appreciation Rights (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding, Shares | 0 | 0 | ||
Stock Appreciation Rights (SARs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Minimum | $30.01 | |||
Range of Exercise Prices, Maximum | $50 | |||
Outstanding, Shares | 170,754 | 587,998 | 981,133 | 1,118,258 |
Outstanding, Weighted Average Exercise Price | $37.14 | $58.87 | $64.53 | $62.81 |
Outstanding, Weighted Average Remaining Contractual Life-Years | 1 year 26 days | |||
Exercisable, Shares | 170,754 | |||
Exercisable, Weighted Average Exercise Price | $37.14 | |||
Exercisable, Weighted Average Remaining Contractual Life-Years | 1 year 26 days | |||
Stock Appreciation Rights (SARs) [Member] | Range One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Minimum | $30.01 | |||
Range of Exercise Prices, Maximum | $40 | |||
Outstanding, Shares | 60,000 | |||
Outstanding, Weighted Average Exercise Price | $30.01 | |||
Outstanding, Weighted Average Remaining Contractual Life-Years | 2 years 8 months 9 days | |||
Exercisable, Shares | 60,000 | |||
Exercisable, Weighted Average Exercise Price | $30.01 | |||
Exercisable, Weighted Average Remaining Contractual Life-Years | 2 years 8 months 9 days | |||
Stock Appreciation Rights (SARs) [Member] | Range Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Minimum | $40.01 | |||
Range of Exercise Prices, Maximum | $50 | |||
Outstanding, Shares | 110,754 | |||
Outstanding, Weighted Average Exercise Price | $41 | |||
Outstanding, Weighted Average Remaining Contractual Life-Years | 2 months 5 days | |||
Exercisable, Shares | 110,754 | |||
Exercisable, Weighted Average Exercise Price | $41 | |||
Exercisable, Weighted Average Remaining Contractual Life-Years | 2 months 5 days |
Stockholders_Equity_and_Shareb7
Stockholders' Equity and Share-based Compensation - Summary of Changes in Stock Options (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options Outstanding, beginning of year | 0 | ||
Number of Options Outstanding, end of year | 0 | 0 | |
Common Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options Outstanding, beginning of year | 153,145 | 672,865 | |
Number of Options, Granted | 0 | 0 | |
Number of Options, Forfeited | -475,875 | ||
Number of Options, Exercised | -153,145 | -43,845 | |
Number of Options Outstanding, end of year | 153,145 | ||
Number of Options Vested or expected to vest, end of year | 153,145 | ||
Number of Options Exercisable, end of year | 153,145 | ||
Weighted Average Exercise Price, Outstanding, beginning of year | $40.91 | $58.79 | |
Weighted Average Exercise Price, Granted | $0 | $0 | |
Weighted Average Exercise Price, Forfeited | $66.97 | ||
Weighted Average Exercise Price, Exercised | $40.91 | $32.46 | |
Weighted Average Exercise Price, Outstanding, end of year | $40.91 | ||
Weighted Average Exercise Price, Vested or expected to vest, end of year | $40.91 | ||
Weighted Average Exercise Price, Exercisable, end of year | $40.91 |
Restructuring_Costs_Additional
Restructuring Costs - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance and related termination benefits | $1,830,000 | |
2014 Plan [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Estimated pretax restructuring charges | 3,300,000 | 3,300,000 |
Severance and related termination benefits | $1,800,000 | $1,830,000 |
Restructuring_Costs_Summary_of
Restructuring Costs - Summary of Changes in Restructuring Liability (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 |
Restructuring Cost and Reserve [Line Items] | ||
Costs incurred | $1,830 | |
2014 Plan [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Balance at beginning of the year | 0 | |
Costs incurred | 1,800 | 1,830 |
Cash payments | 0 | |
Balance at end of the year | $1,830 | $1,830 |
Income_Taxes_Summary_of_Provis
Income Taxes - Summary of Provision for Income Tax (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current tax expense | |||
Federal | $48,926 | $30,421 | $35,279 |
State and local | 12,300 | 6,901 | 8,062 |
Foreign | 846 | 3,411 | 2,685 |
Total current tax expense | 62,072 | 40,733 | 46,026 |
Deferred tax (benefit) expense | |||
Federal | -13,193 | 425 | -2,662 |
State and local | -1,995 | -397 | -544 |
Foreign | -6,206 | -12,294 | -5,251 |
Total deferred tax (benefit) expense | -21,394 | -12,266 | -8,457 |
Provision for income taxes | $40,678 | $28,467 | $37,569 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax [Line Items] | ||||
Income tax payments | $41,600,000 | $43,400,000 | $36,900,000 | |
Net operating losses available for carryforward under UK tax law | 16,132,000 | 16,142,000 | ||
Deferred tax asset valuation allowance | 10,136,000 | 11,463,000 | ||
Tax credit carried forwards resulting in deferred tax asset | 7,200,000 | 7,200,000 | ||
Valuation allowance related to tax credit carryforwards | 7,200,000 | 7,200,000 | ||
Tax credit carryforward description | Expire in years 2015 through 2018 | |||
Undistributed earnings foreign subsidiaries | 59,800,000 | 37,600,000 | 34,000,000 | |
Uncertain tax benefits | 21,821,000 | 16,044,000 | 5,074,000 | 1,132,000 |
Uncertain tax benefits, affect effective tax rate | 18,100,000 | |||
Interest and penalty expense related to uncertain tax positions | 200,000 | -200,000 | 200,000 | |
Accrued interest and penalties | 1,800,000 | 1,600,000 | ||
Claims related to income apportionment with certain state taxing jurisdictions | 15,500,000 | |||
Outstanding uncertain tax benefits that might or might not be settled | 15,500,000 | |||
Unrecognized tax benefits reasonably possible to be decrease next year | 15,500,000 | |||
Unrecognized tax benefits reasonably possible to be recognized next year | 900,000 | |||
Examination of income tax returns, description | 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. | |||
Domestic Tax Authority [Member] | ||||
Income Tax [Line Items] | ||||
US Federal net operating loss carry forwards | 8,900,000 | |||
Foreign Country [Member] | ||||
Income Tax [Line Items] | ||||
Operating loss carryforward under current local tax laws expiration beginning year | 2030 | |||
Net operating losses available for carryforward under UK tax law | 4,000,000 | |||
Indefinite operating loss carryforwards under current local tax laws | 2,100,000 | |||
Operating loss carryforward under current local tax laws, set to expire from 2030 | 1,900,000 | |||
Foreign Country [Member] | UNITED KINGDOM | ||||
Income Tax [Line Items] | ||||
Non-trading loss carryforwards available under UK tax law | 11,300,000 | |||
Net operating losses available for carryforward under UK tax law | 2,000,000 | |||
Deferred tax asset valuation allowance | $1,900,000 | |||
Minimum [Member] | Domestic Tax Authority [Member] | ||||
Income Tax [Line Items] | ||||
Operating loss carryforward under current local tax laws expiration beginning year | 2020 | |||
Maximum [Member] | Domestic Tax Authority [Member] | ||||
Income Tax [Line Items] | ||||
Operating loss carryforward under current local tax laws expiration beginning year | 2031 |
Income_Taxes_Components_of_Inc
Income Taxes - Components of Income before Provision for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
US sources | $85,462 | $67,248 | $87,994 |
Non-US sources | 6,388 | -6,810 | -13,374 |
Income before provision for income taxes | $91,850 | $60,438 | $74,620 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Effective Income Tax Rate to US Federal Income Tax Statutory Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Statutory US federal income tax rate | 35.00% | 35.00% | 35.00% |
Effect of foreign tax rates | 2.30% | 8.10% | 2.10% |
State income taxes, net of US federal benefit | 6.60% | 7.50% | 6.20% |
Goodwill impairment | 7.20% | 13.10% | |
Effect of financing | -6.50% | -10.40% | -2.20% |
Foreign exchange differences | -1.50% | -5.50% | -0.10% |
Change in valuation allowance | -1.70% | 4.10% | |
Tax rate changes | -8.30% | 0.20% | |
Disallowed expenses, including transaction costs | 2.20% | 1.90% | 7.10% |
Other | 0.70% | 1.60% | 2.00% |
Effective tax rate | 44.30% | 47.10% | 50.30% |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets | ||
Share-based compensation | $4,808 | $7,949 |
Accrued incentive compensation | 17,091 | 17,537 |
Accruals and reserves | 1,759 | 885 |
Net operating loss and tax credit carryforwards | 16,132 | 16,142 |
Deferred compensation plan | 6,550 | 4,748 |
Deferred revenue | 13,954 | 6,649 |
Operating leases and lease incentives | 25,270 | 22,588 |
Other | 2,491 | |
Total deferred tax assets | 85,564 | 78,989 |
Valuation allowance | -10,136 | -11,463 |
Total deferred tax assets, net of valuation allowance | 75,428 | 67,526 |
Deferred tax liabilities | ||
Deferred incentive compensation | 9,165 | 9,635 |
Depreciation | 12,402 | 11,439 |
Goodwill and intangibles | 65,789 | 76,663 |
Other | 2,082 | 557 |
Total deferred tax liabilities | 89,438 | 98,294 |
Net deferred tax liabilities | $14,010 | $30,768 |
Income_Taxes_Reconciliation_of1
Income Taxes - Reconciliation of Beginning and Ending Unrecognized Tax Benefit (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of the year | $16,044 | $5,074 | $1,132 |
Additions based on tax positions related to the current year | 805 | 1,686 | 23 |
Additions for tax positions of prior years | 6,654 | 10,856 | |
Positions assumed in SHL acquisition | 3,999 | ||
Reductions for tax positions of prior years | -318 | -467 | |
Reductions for lapse of statute of limitations | -1,364 | -1,105 | -80 |
Settlements | 0 | 0 | 0 |
Balance at end of the year | $21,821 | $16,044 | $5,074 |
Employee_Benefit_Plans_Additio
Employee Benefit Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation and Retirement Disclosure [Abstract] | |||
Employees minimum age to participate under defined contribution plan | 21 years | ||
Employer contribution towards defined contribution plan as percentage of employees contribution | 50.00% | ||
Employees maximum contribution towards defined contribution plan as percentage of base salary | 6.00% | ||
Employer matching contribution vesting schedule | 4 years | ||
Percentage matching contribution per year by employer | 25.00% | ||
Company contributions to the defined contribution plan | $6.60 | $6.40 | $4.50 |
Minimum payroll deductions on eligible compensation to purchase company's common stock under Employee Stock Purchase Plan | 1.00% | ||
Maximum payroll deduction on eligible compensation to purchase company's common stock under Employee Stock Purchase Plan | 10.00% | ||
Common stock authorized for issuance under the Employee Stock Purchase Plan | 1,050,000 | ||
Offering period to purchase Company's common stock under Employee Stock Purchase Plan | 3 months | ||
Purchase consideration after discount on lower of fair market value on the first or last day of offering period | 85.00% | ||
Issuance of common stock under the employee stock purchase plan, shares | 21,605 | 19,616 | 19,420 |
Common stock available for issuance under Employee Stock Purchase Plan | 700,000 | ||
Earnings associated with the deferred compensation plan's assets | $0.70 | $2.10 | $1.70 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||
Jul. 31, 2014 | Sep. 30, 2013 | Nov. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | Feb. 28, 2015 | Jan. 31, 2015 | |
sqft | sqft | sqft | |||||||
Facility | |||||||||
Commitments Contingencies And Guarantees [Line Items] | |||||||||
Leased office facilities expiration date | 31-Jan-32 | ||||||||
Area under lease agreement | 349,000 | ||||||||
Aggregate rent expense in future years | $22,000,000 | ||||||||
Term of operating lease | 15 years | ||||||||
Number of existing facilities assigned to new lessor | 1 | ||||||||
Estimated lease incentives | 39,628,000 | 33,209,000 | |||||||
Additional office space rented | 29,000 | ||||||||
Additional amount received for duration of sublease | 21,500,000 | ||||||||
Sub-leases, description | This expansion period began in October 2014 and will co-terminate with the subtenants other sub-leases in January 2028. | ||||||||
Increase in rent expense, each year through end of lease period | 662,757,000 | ||||||||
Total lease payments | 952,397,000 | ||||||||
Effective date of extension of sublease agreement | 1-Jan-14 | ||||||||
Sublease period | 5 years | ||||||||
Rent expense, net of sublease income | 30,500,000 | 29,800,000 | 24,200,000 | ||||||
Certain sales liabilities | 4,500,000 | 5,800,000 | |||||||
Total outstanding letters of credit | 7,800,000 | ||||||||
Amounts drawn on letter of credit agreements | 0 | ||||||||
Subsequent Event [Member] | |||||||||
Commitments Contingencies And Guarantees [Line Items] | |||||||||
Escrow deposit | 5,000,000 | ||||||||
Letter of credit to satisfy security deposit | 3,600,000 | ||||||||
Arlington VA [Member] | |||||||||
Commitments Contingencies And Guarantees [Line Items] | |||||||||
Office space rented | 108,800 | ||||||||
Increase in rent expense for 2013 | 2,700,000 | ||||||||
Increase in rent expense, each year through end of lease period | 4,600,000 | ||||||||
Total lease payments | 56,000,000 | ||||||||
Arlington [Member] | |||||||||
Commitments Contingencies And Guarantees [Line Items] | |||||||||
Estimated lease incentives | $56,000,000 | ||||||||
Sub-leases [Member] | |||||||||
Commitments Contingencies And Guarantees [Line Items] | |||||||||
Leased office facilities expiration date | 2028-01 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Future Minimum Rental Payments under Non-Cancelable Operating Leases and Future Minimum Receipts under Subleases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease obligations, Total | $952,397 |
Subleases receipts, Total | -308,033 |
Total net lease obligations, Total | 644,364 |
Operating lease obligations, YE 2015 | 52,613 |
Subleases receipts, YE 2015 | -21,781 |
Total net lease obligations, YE 2015 | 30,832 |
Operating lease obligations, YE 2016 | 52,734 |
Subleases receipts, YE 2016 | -22,308 |
Total net lease obligations, YE 2016 | 30,426 |
Operating lease obligations, YE 2017 | 50,504 |
Subleases receipts, YE 2017 | -22,396 |
Total net lease obligations, YE 2017 | 28,108 |
Operating lease obligations, YE 2018 | 69,912 |
Subleases receipts, YE 2018 | -28,452 |
Total net lease obligations, YE 2018 | 41,460 |
Operating lease obligations, YE 2019 | 63,877 |
Subleases receipts, YE 2019 | -24,267 |
Total net lease obligations, YE 2019 | 39,610 |
Operating lease obligations, Thereafter | 662,757 |
Subleases receipts, Thereafter | -188,829 |
Total net lease obligations, Thereafter | $473,928 |
Changes_in_Accumulated_Element2
Changes in Accumulated Elements of Other Comprehensive Income (Loss) - Schedule of Changes in Accumulated Balances of Each Component of Other Comprehensive Income (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | $43,287 |
Net unrealized (losses) gains | -1,914 |
Reclassification of losses (gains) into earnings | 576 |
Net translation of investments in foreign operations | -32,926 |
Net translation of intra-entity loans | -14,612 |
Net change in Accumulated other comprehensive income (loss) | -48,876 |
Ending balance | -5,589 |
Cash Flow Hedges, Net of Tax [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | 909 |
Net unrealized (losses) gains | -2,897 |
Reclassification of losses (gains) into earnings | 1,559 |
Net change in Accumulated other comprehensive income (loss) | -1,338 |
Ending balance | -429 |
Foreign Currency Translation Adjustments [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | 42,378 |
Net translation of investments in foreign operations | -32,926 |
Net translation of intra-entity loans | -14,612 |
Net change in Accumulated other comprehensive income (loss) | -47,538 |
Ending balance | ($5,160) |
Segments_and_Geographic_Areas_1
Segments and Geographic Areas - Schedule of Company's Reportable Segments (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue | |||||||||||
Total revenue | $240,102 | $229,008 | $230,427 | $209,437 | $223,436 | $201,735 | $204,610 | $190,272 | $908,974 | $820,053 | $622,654 |
Adjusted revenue | |||||||||||
Total Adjusted revenue | 914,980 | 829,967 | 639,788 | ||||||||
Operating profit (loss) | |||||||||||
Operating profit (loss) | 46,348 | 38,049 | -9,230 | 18,478 | 33,751 | 5,745 | 28,515 | 22,702 | 93,645 | 90,713 | 84,668 |
Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | 237,729 | 206,091 | 174,189 | ||||||||
Adjusted EBITDA margin | |||||||||||
Total Adjusted EBITDA margin | 26.00% | 24.80% | 27.20% | ||||||||
Depreciation and amortization | |||||||||||
Total depreciation and amortization | 68,286 | 60,087 | 37,858 | ||||||||
CEB Segment [Member] | |||||||||||
Revenue | |||||||||||
Total revenue | 701,573 | 634,302 | 564,062 | ||||||||
Adjusted revenue | |||||||||||
Total Adjusted revenue | 705,110 | 634,302 | 564,062 | ||||||||
Operating profit (loss) | |||||||||||
Operating profit (loss) | 98,108 | 103,322 | 97,013 | ||||||||
Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | 199,464 | 173,537 | 154,600 | ||||||||
Adjusted EBITDA margin | |||||||||||
Total Adjusted EBITDA margin | 28.30% | 27.40% | 27.40% | ||||||||
Depreciation and amortization | |||||||||||
Total depreciation and amortization | 33,707 | 28,356 | 24,371 | ||||||||
SHL Talent Measurement Segment [Member] | |||||||||||
Revenue | |||||||||||
Total revenue | 207,401 | 185,751 | 58,592 | ||||||||
Adjusted revenue | |||||||||||
Total Adjusted revenue | 209,870 | 195,665 | 75,726 | ||||||||
Operating profit (loss) | |||||||||||
Operating profit (loss) | -4,463 | -12,609 | -12,345 | ||||||||
Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | 38,265 | 32,554 | 19,589 | ||||||||
Adjusted EBITDA margin | |||||||||||
Total Adjusted EBITDA margin | 18.20% | 16.60% | 25.90% | ||||||||
Depreciation and amortization | |||||||||||
Total depreciation and amortization | $34,579 | $31,731 | $13,487 |
Segments_and_Geographic_Areas_2
Segments and Geographic Areas - Reconciliation of Revenue to Adjusted Revenue (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting [Abstract] | |||||||||||
Revenue | $240,102 | $229,008 | $230,427 | $209,437 | $223,436 | $201,735 | $204,610 | $190,272 | $908,974 | $820,053 | $622,654 |
Impact of the deferred revenue fair value adjustment | 6,006 | 9,914 | 17,134 | ||||||||
Adjusted revenue | $914,980 | $829,967 | $639,788 |
Segments_and_Geographic_Areas_3
Segments and Geographic Areas - Reconciliation of Net Income to Adjusted EBITDA (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting [Abstract] | |||||||||||
Net income | $28,555 | $21,382 | ($6,421) | $7,656 | $12,578 | ($5,383) | $13,568 | $11,208 | $51,172 | $31,971 | $37,051 |
Provision for income taxes | 40,678 | 28,467 | 37,569 | ||||||||
Interest expense, net | 18,046 | 22,337 | 10,834 | ||||||||
Gain on cost method investment | -6,585 | ||||||||||
Debt extinguishment costs | 6,691 | ||||||||||
Depreciation and amortization | 68,286 | 60,087 | 37,858 | ||||||||
Impact of the deferred revenue fair value adjustment | 6,006 | 9,914 | 17,134 | ||||||||
Acquisition related costs | 2,964 | 11,477 | 24,529 | ||||||||
Impairment loss | 39,700 | 22,600 | |||||||||
Restructuring costs | 1,830 | ||||||||||
Share-based compensation | 15,632 | 12,547 | 9,214 | ||||||||
Adjusted EBITDA | $237,729 | $206,091 | $174,189 | ||||||||
Adjusted EBITDA Margin | 26.00% | 24.80% | 27.20% |
Segments_and_Geographic_Areas_4
Segments and Geographic Areas - Reconciliation of Segment Assets to Total Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 01, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||||||
Cash and cash equivalents | ||||||
Total cash and cash equivalents | $114,934 | $119,554 | $72,699 | $133,429 | ||
Accounts receivable, net | ||||||
Total accounts receivable, net | 283,069 | 271,264 | ||||
Goodwill | ||||||
Total goodwill | 441,207 | 442,775 | ||||
Intangible assets, net | ||||||
Total intangible assets | 260,383 | 309,692 | ||||
Property and equipment, net | ||||||
Total property and equipment, net | 112,524 | 106,854 | ||||
Total assets | ||||||
Total assets | 1,357,384 | 1,383,675 | ||||
CEB Segment [Member] | ||||||
Cash and cash equivalents | ||||||
Total cash and cash equivalents | 51,128 | 69,280 | ||||
Accounts receivable, net | ||||||
Total accounts receivable, net | 221,365 | 212,008 | ||||
Goodwill | ||||||
Total goodwill | 93,223 | 71,119 | ||||
Intangible assets, net | ||||||
Total intangible assets | 34,747 | 42,479 | ||||
Property and equipment, net | ||||||
Total property and equipment, net | 95,552 | 88,316 | ||||
Total assets | ||||||
Total assets | 626,999 | 602,471 | ||||
SHL Talent Measurement Segment [Member] | ||||||
Cash and cash equivalents | ||||||
Total cash and cash equivalents | 63,806 | 50,274 | ||||
Accounts receivable, net | ||||||
Total accounts receivable, net | 61,704 | 59,256 | ||||
Goodwill | ||||||
Total goodwill | 347,984 | 371,656 | 363,000 | 375,000 | ||
Intangible assets, net | ||||||
Total intangible assets | 225,636 | 267,213 | ||||
Property and equipment, net | ||||||
Total property and equipment, net | 16,972 | 18,538 | ||||
Total assets | ||||||
Total assets | $730,385 | $781,204 |
Segments_and_Geographic_Areas_5
Segments and Geographic Areas - Geographic Information about Revenue and Long-Lived Assets (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | $240,102 | $229,008 | $230,427 | $209,437 | $223,436 | $201,735 | $204,610 | $190,272 | $908,974 | $820,053 | $622,654 |
Long-lived assets | 814,114 | 859,320 | 814,114 | 859,320 | 903,452 | ||||||
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 559,030 | 498,682 | 408,022 | ||||||||
Long-lived assets | 210,367 | 190,253 | 210,367 | 190,253 | 201,455 | ||||||
Europe [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 187,274 | 173,060 | 104,825 | ||||||||
Long-lived assets | 594,316 | 661,517 | 594,316 | 661,517 | 693,445 | ||||||
Other Countries [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 162,670 | 148,311 | 109,807 | ||||||||
Long-lived assets | $9,431 | $7,550 | $9,431 | $7,550 | $8,552 |
Related_Party_Transaction_Addi
Related Party Transaction - Additional Information (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2012 |
Related Party Transactions [Abstract] | |
Related party transaction costs | $3 |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) - Quarterly Financial Data of Company (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $240,102 | $229,008 | $230,427 | $209,437 | $223,436 | $201,735 | $204,610 | $190,272 | $908,974 | $820,053 | $622,654 |
Total costs and expenses | 193,754 | 190,959 | 239,657 | 190,959 | 189,685 | 195,990 | 176,095 | 167,570 | 815,329 | 729,340 | 537,986 |
Operating profit (loss) | 46,348 | 38,049 | -9,230 | 18,478 | 33,751 | 5,745 | 28,515 | 22,702 | 93,645 | 90,713 | 84,668 |
Income (loss) before provision for income taxes | 47,994 | 39,422 | -8,608 | 13,042 | 28,560 | -7,995 | 22,019 | 17,854 | |||
Net income (loss) | $28,555 | $21,382 | ($6,421) | $7,656 | $12,578 | ($5,383) | $13,568 | $11,208 | $51,172 | $31,971 | $37,051 |
Basic earnings (loss) per share | $0.85 | $0.63 | ($0.19) | $0.23 | $0.37 | ($0.16) | $0.41 | $0.34 | $1.52 | $0.95 | $1.11 |
Diluted earnings (loss) per share | $0.84 | $0.63 | ($0.19) | $0.22 | $0.37 | ($0.16) | $0.40 | $0.33 | $1.50 | $0.94 | $1.10 |
Schedule_IIValuation_and_Quali1
Schedule II-Valuation and Qualifying Accounts (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Uncollectible Revenue [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $2,096 | $2,409 | $962 |
Balance assumed with SHL acquisition | 1,086 | ||
Additions Charged to Revenue | 6,459 | 6,859 | 4,964 |
Deductions from Reserve | 6,342 | 7,172 | 4,603 |
Balance at End of Year | 2,213 | 2,096 | 2,409 |
Valuation Allowance on Deferred Tax Assets [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 11,463 | 11,248 | 7,886 |
Balance assumed with SHL acquisition | -2,562 | 3,028 | |
(Deductions)/ Additions Charged To Provision for Income Taxes | -1,327 | 2,777 | 394 |
Deductions from Reserve | 60 | ||
Balance at End of Year | $10,136 | $11,463 | $11,248 |