Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 22, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CEB | ||
Entity Registrant Name | CEB Inc. | ||
Entity Central Index Key | 1,066,104 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | 32,646,354 | ||
Entity Public Float | $ 2,051,119,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 113,329 | $ 114,934 |
Accounts receivable, net | 285,048 | 283,069 |
Deferred incentive compensation | 23,484 | 25,779 |
Prepaid expenses and other current assets | 27,651 | 19,099 |
Total current assets | 449,512 | 442,881 |
Deferred income taxes, net | 16,491 | 16,249 |
Property and equipment, net | 102,337 | 112,524 |
Goodwill | 458,409 | 441,207 |
Intangible assets, net | 230,680 | 260,383 |
Other non-current assets | 81,123 | 74,728 |
Total assets | 1,338,552 | 1,347,972 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 88,407 | 89,696 |
Accrued incentive compensation | 59,947 | 65,731 |
Deferred revenue | 449,694 | 452,679 |
Debt – current portion | 4,948 | 15,544 |
Total current liabilities | 602,996 | 623,650 |
Deferred income taxes, net | 27,869 | 30,259 |
Other liabilities | 107,592 | 122,832 |
Debt – long term | 556,418 | 485,094 |
Total liabilities | 1,294,875 | 1,261,835 |
Stockholders’ equity: | ||
Common stock, par value $0.01; 100,000,000 shares authorized; 45,424,868 and 45,040,209 shares issued and 32,906,951 and 33,445,394 shares outstanding at December 31, 2015 and 2014, respectively | 454 | 450 |
Additional paid-in-capital | 484,209 | 460,913 |
Retained earnings | 406,112 | 363,542 |
Accumulated elements of other comprehensive income | (44,956) | (5,589) |
Treasury stock, at cost, 12,517,917 and 11,594,815 shares at December 31, 2015 and 2014, respectively | (802,142) | (733,179) |
Total stockholders’ equity | 43,677 | 86,137 |
Total liabilities and stockholders’ equity | $ 1,338,552 | $ 1,347,972 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
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 | 45,424,868 | 45,040,209 |
Common stock, shares outstanding | 32,906,951 | 33,445,394 |
Treasury stock, at cost, shares | 12,517,917 | 11,594,815 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Revenue | $ 928,434 | $ 908,974 | $ 820,053 |
Costs and expenses: | |||
Cost of services | 327,257 | 323,633 | 294,576 |
Member relations and marketing | 266,758 | 267,831 | 238,070 |
General and administrative | 111,842 | 111,085 | 102,530 |
Acquisition related costs | 3,027 | 2,964 | 11,477 |
Restructuring costs | 6,361 | 1,830 | |
Impairment loss | 39,700 | 22,600 | |
Depreciation and amortization | 74,027 | 68,286 | 60,087 |
Total costs and expenses | 789,272 | 815,329 | 729,340 |
Operating profit | 139,162 | 93,645 | 90,713 |
Other (expense) income, net | |||
Debt extinguishment costs | (4,775) | (6,691) | |
Interest income and other | 3,781 | 10,030 | (998) |
Gain on cost method investment | 6,585 | ||
Interest expense | (20,636) | (18,410) | (22,586) |
Other (expense) income, net | (21,630) | (1,795) | (30,275) |
Income before provision for income taxes | 117,532 | 91,850 | 60,438 |
Provision for income taxes | 25,004 | 40,678 | 28,467 |
Net income | $ 92,528 | $ 51,172 | $ 31,971 |
Basic earnings per share | $ 2.77 | $ 1.52 | $ 0.95 |
Diluted earnings per share | $ 2.75 | $ 1.50 | $ 0.94 |
Weighted average shares outstanding: | |||
Basic | 33,367 | 33,666 | 33,543 |
Diluted | 33,672 | 34,039 | 33,943 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net income | $ 92,528 | $ 51,172 | $ 31,971 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | (38,549) | (47,538) | 14,761 |
Comprehensive income | 53,161 | 2,296 | 47,593 |
Foreign Currency Hedge [Member] | |||
Other comprehensive income (loss): | |||
Unrealized gain (loss) on derivatives arising during period, net of tax benefit (expense) | (202) | (380) | 333 |
Interest Rate Swaps [Member] | |||
Other comprehensive income (loss): | |||
Unrealized gain (loss) on derivatives arising during period, net of tax benefit (expense) | $ (616) | $ (958) | $ 528 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Foreign Currency Hedge [Member] | |||
Unrealized gain (loss) on derivatives arising during period, tax benefit (expense) | $ 0.1 | $ 0.3 | $ (0.2) |
Interest Rate Swaps [Member] | |||
Unrealized gain (loss) on derivatives arising during period, tax benefit (expense) | $ 0.4 | $ 0.6 | $ (0.4) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net income | $ 92,528 | $ 51,172 | $ 31,971 |
Adjustments to reconcile net income to net cash flows provided by operating activities: | |||
Debt extinguishment costs | 4,775 | 6,691 | |
Impairment loss | 39,700 | 22,600 | |
Gain on cost method investment | (6,585) | ||
Equity method investment loss | 1,437 | ||
Depreciation and amortization | 74,027 | 68,286 | 60,087 |
Amortization of credit facility issuance costs | 2,058 | 2,614 | 2,775 |
Deferred income taxes | (6,747) | (21,394) | (12,266) |
Share-based compensation | 17,866 | 15,632 | 12,547 |
Excess tax benefits from share-based compensation arrangements | (3,958) | (3,665) | (4,331) |
Net foreign currency remeasurement (gain) loss | (2,050) | (3,910) | 1,474 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (4,934) | (12,482) | (29,690) |
Deferred incentive compensation | 1,917 | (1,582) | (4,343) |
Prepaid expenses and other current assets | (4,901) | 9,060 | (8,173) |
Other non-current assets | (4,954) | (4,784) | (5,017) |
Accounts payable and accrued liabilities | 398 | 4,864 | 11,235 |
Accrued incentive compensation | (4,880) | 5,053 | 7,252 |
Deferred revenue | 814 | 33,466 | 48,488 |
Other liabilities | (15,142) | 6,699 | 7,409 |
Net cash flows provided by operating activities | 148,254 | 182,144 | 148,709 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (22,840) | (35,201) | (27,026) |
Cost method and other investments | (5,298) | (8,567) | (11,213) |
Acquisition of businesses, net of cash acquired | (56,647) | (58,902) | |
Net cash flows used in investing activities | (84,785) | (102,670) | (38,239) |
Cash flows from financing activities: | |||
Proceeds from issuance of senior notes | 250,000 | ||
Borrowings from Senior Secured Credit Facility | 75,000 | 5,000 | |
Debt payments | (264,750) | (10,752) | (32,002) |
Debt issuance costs | (6,385) | (4,156) | |
Proceeds from the exercise of common stock options | 1,098 | ||
Proceeds from issuance of common stock under the employee stock purchase plan | 1,556 | 1,244 | 910 |
Excess tax benefits from share-based compensation arrangements | 3,958 | 3,665 | 4,331 |
Purchase of treasury shares | (59,326) | (29,168) | (2,751) |
Withholding of shares to satisfy minimum employee tax withholding for equity awards | (8,587) | (7,332) | (7,055) |
Payment of dividends | (49,958) | (35,319) | (30,189) |
Net cash flows used in financing activities | (58,492) | (77,662) | (64,814) |
Effect of exchange rates on cash | (6,582) | (6,432) | 1,199 |
Net (decrease) increase in cash and cash equivalents | (1,605) | (4,620) | 46,855 |
Cash and cash equivalents, beginning of year | 114,934 | 119,554 | 72,699 |
Cash and cash equivalents, end of year | $ 113,329 | $ 114,934 | $ 119,554 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | 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]Foreign Currency Hedge [Member] | Accumulated Elements of Other Comprehensive Income [Member]Interest Rate Swaps [Member] | Treasury Stock [Member] |
Beginning Balance at Dec. 31, 2012 | $ 115,502 | $ 442 | $ 427,491 | $ 345,907 | $ 27,665 | $ (686,003) | ||||
Beginning 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 | 33,445,394 | ||||||||
Issuance of common stock upon the exercise of stock options and release of restricted stock units | $ 4 | $ 4 | ||||||||
Issuance of common stock upon the exercise of stock options and release of restricted stock units, shares | 358,274 | |||||||||
Issuance of common stock under the employee stock purchase plan | $ 1,556 | 1,556 | ||||||||
Issuance of common stock under the employee stock purchase plan, shares | 26,335 | 26,385 | ||||||||
Share-based compensation | $ 17,866 | 17,866 | ||||||||
Tax effect of share-based compensation | 3,874 | 3,874 | ||||||||
Purchase of treasury shares | (68,963) | (68,963) | ||||||||
Purchase of treasury shares, shares | (923,102) | |||||||||
Unrealized gain (loss) on derivatives arising during period, net of tax | $ (202) | $ (616) | $ (202) | $ (616) | ||||||
Cumulative translation adjustment | (38,549) | (38,549) | ||||||||
Payment of dividends | (49,958) | (49,958) | ||||||||
Net income | 92,528 | 92,528 | ||||||||
Ending Balance at Dec. 31, 2015 | $ 43,677 | $ 454 | $ 484,209 | $ 406,112 | $ (44,956) | $ (802,142) | ||||
Ending Balance, shares at Dec. 31, 2015 | 32,906,951 | 32,906,951 |
Description of Operations
Description of Operations | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Operations | Note 1. Description of Operations CEB Inc. (“CEB” or the “Company”) is a best practice insight and technology company. In partnership with leading organizations around the globe, CEB develops innovative solutions to drive corporate performance. CEB’s mission is to unlock the potential of organizations and leaders by advancing the science and practice of management. To unify the CEB brand across the globe, the SHL Talent Measurement segment is now referred to as the CEB Talent Assessment segment. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
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. 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. 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 and balances 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 Company recognized $5.6 million and $8.6 million of net non-operating foreign currency gains and $3.3 million of net non-operating foreign currency losses in 2015, 2014, and 2013, 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 customers’ ability to pay. Revenue under membership agreements is 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. Accounts receivable balances are not collateralized. 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 arrangements as revenue is recognized. 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 on a straight-line basis over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized on a straight-line basis 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 on a straight-line basis 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 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. Deferred revenue at the acquisition date is recorded at fair value based on the estimated cost to provide the related services plus a reasonable profit margin on such costs. 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 1 st 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 result concludes 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 rates, (2) the discount rate, (3) residual growth rates, and (4) foreign currency rates. 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 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 unit. 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. 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 amortized on a straight-line basis over initial estimated useful lives of 1 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 may 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 its 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, available-for-sale securities, 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, 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. 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 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 deliverables. 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 memberships revenue is primarily recognized on a ratable basis over the contract period, which is typically twelve months. In general, the majority of the deliverables within the Company’s memberships are consistently available throughout the contract period. Revenue recognition begins on the first day of the contract period. The fees receivable and the related deferred revenue are recorded upon the commencement of the contract period 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 contract 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 the units of accounting based on BESP. The CEB Talent Assessment 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. CEB Talent Assessment segment also provides consulting services including fully outsourced assessment services. The CEB Talent Assessment 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 on a ratable basis over the contract period, which is typically twelve months. 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. Operating Leases The Company has non-cancelable operating lease agreements for its offices with lease periods expiring between 2016 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 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 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 $1.7 million, $1.3 million, and $0.8 million in 2015, 2014, and 2013, respectively. Acquisition Related Costs Acquisition related costs primarily represent transaction and severance costs incurred in connection with acquired companies. 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 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 USD; however, the Company offers foreign currency billings to certain members outside the United States. A substantial portion of the costs associated with the CEB segment’s operations located outside the United States are denominated in local currencies. Prices for the CEB Talent Assessment segment are denominated in the currency of the country of sale and are principally denominated in British pound (“GBP”), Euro, USD, and Australian dollar. Most of the costs associated with the CEB Talent Assessment segment’s operations are based in the United Kingdom and are denominated in GBP. 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, 2015 2014 2013 Basic weighted average shares outstanding 33,367 33,666 33,543 Effect of dilutive shares outstanding 305 373 400 Diluted weighted average shares outstanding 33,672 34,039 33,943 In 2013, 0.4 million shares 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 Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 3. Recent Accounting Pronouncements Recently Adopted In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Income Taxes In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In April 2015, the FASB issued ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Note 4. Acquisitions From time to time, the Company evaluates potential acquisitions that either strategically fit with or expand the Company’s existing product offerings. The Company completed a number of acquisitions that qualified as business combinations resulting in the recognition of goodwill, which is generally not deductible for tax purposes. For certain acquisitions, the Company is still evaluating the fair value of assets acquired and liabilities assumed; therefore, the final allocation of the purchase price has not been completed. The allocation of the purchase price will be finalized upon the receipt of final valuations for the underlying assets and the necessary management reviews thereof. In 2015, the Company completed the acquisitions of four businesses for total consideration of $56.6 million, net of cash acquired. The Company recorded an aggregate of $40.1 million of goodwill and $24.2 million of amortizable intangible assets with a weighted average amortization period of 4 years related to these acquisitions. In 2014, the Company completed the acquisitions of two businesses for total consideration of $58.9 million, net of cash acquired. The Company recorded an aggregate of $43.6 million of goodwill and $25.7 million of amortizable intangible assets with a weighted average amortization period of 4 years related to these acquisitions. The operating results of the acquisitions have been included since the date of acquisition and are not considered material, individually or in the aggregate, to the Company’s consolidated financial statements. Other Investments From time to time, the Company evaluates potential investments in private entities that will establish relationships with early-stage businesses whose products and services may enhance our existing offerings. The investments are generally comprised of common stock, preferred stock, or promissory notes, which are included in Other non-current assets. These investments are accounted for either using the cost or equity method of accounting, or as available-for-sale securities. The Company made investments totaling $4.8 million in six private entities in 2015, for which the cost method was used. 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, 2015 and 2014, the Company held a total of nine and four investments in private entities, for which the cost method was used, with an aggregate carrying amount of $23.3 million and $18.5 million, respectively. 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 practical to estimate. The Company has an equity ownership in one private entity for which the equity method is used. The aggregate carrying amount was $6.1 million and $7.5 million at December 31, 2015 and 2014, respectively. The Company made investments totaling $0.6 million and $2.6 million in two and one private entities in 2015 and 2014, respectively, accounted for as available-for-sale securities. At December 31, 2015 and 2014, the fair value of the Company’s available-for-sale securities was $3.5 million and $2.6 million, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5. Fair Value 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, 2015 December 31, 2014 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 113,329 $ — $ — $ 114,934 $ — $ — Investments held through variable insurance products in a Rabbi Trust — 20,234 — — 19,357 — Available-for-sale securities — — 3,463 — — 2,643 Financial liabilities Forward currency contracts $ — $ 179 $ — $ — $ 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 is 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 is based on observable inputs. The fair value of foreign currency contracts and interest rate swaps are based on bank quotations for similar instruments using models with market-based inputs. Available-for-sale securities primarily represent the Company’s investments in promissory notes of private entities. The Company utilized various unobservable inputs, including the estimate of the fair value of the stock of the underlying company, interest rate trends, and probability of future conversions, to determine the fair value. The fair value of the Company’s Senior Secured Credit Facility and Notes are based on Level 2 inputs using quoted market prices for similar issuances after considering observable market-based inputs such as quality, interest rates, and other characteristics. The carrying value of the Company’s Term A-2 Loans and Revolving Commitments approximates their fair value as the terms and interest rate approximate market rates. The carrying value of the Notes approximates its fair value based on a review of recent market trading activity. Changes to the fair values classified within Level 3 were as follows in 2015 (in thousands): Beginning of year $ 2,643 Available-for-sale securities acquired 575 Total gains recognized 245 End of year $ 3,463 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 an impairment loss related to the PDRI reporting unit in 2014 and 2013. 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, 2015 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Note 6. Accounts Receivable, Net Accounts receivable, net consisted of the following (in thousands): December 31, 2015 2014 Billed $ 191,089 $ 203,575 Unbilled 96,696 81,707 287,785 285,282 Allowance for uncollectible revenue (2,737 ) (2,213 ) Total accounts receivable, net $ 285,048 $ 283,069 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 Furniture, fixtures, and equipment $ 65,572 $ 66,684 Leasehold improvements 96,224 96,254 Computer software and website development costs 83,011 74,059 244,807 236,997 Accumulated depreciation (142,470 ) (124,473 ) Total property and equipment, net $ 102,337 $ 112,524 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 $24.6 million and $29.5 million at December 31, 2015 and 2014, respectively. Depreciation expense for website development costs and internal use software was $13.7 million, $10.2 million, and $7.4 million in 2015, 2014, and 2013, respectively. Total depreciation expense was $32.1 million, $29.4 million, and $25.2 million in 2015, 2014, and 2013, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 8. Goodwill Changes in the carrying amount of goodwill were as follows (in thousands): Year Ended December 31, 2015 Year Ended December 31, 2014 CEB Segment CEB Talent Assessment Segment Total CEB Segment CEB Talent Assessment Segment Total Gross goodwill, beginning of year $ 134,723 $ 347,984 $ 482,707 $ 93,719 $ 371,656 $ 465,375 Goodwill acquired 40,130 — 40,130 43,584 — 43,584 Purchase accounting adjustments (1,499 ) — (1,499 ) (2,479 ) — (2,479 ) Impact of foreign currency (2,468 ) (18,961 ) (21,429 ) (101 ) (23,672 ) (23,773 ) Gross goodwill, end of year 170,886 329,023 499,909 134,723 347,984 482,707 Accumulated impairment loss, beginning of year (41,500 ) — (41,500 ) (22,600 ) — (22,600 ) Impairment loss — — — (18,900 ) — (18,900 ) Accumulated impairment loss, end of year (41,500 ) — (41,500 ) (41,500 ) — (41,500 ) Net goodwill, end of year $ 129,386 $ 329,023 $ 458,409 $ 93,223 $ 347,984 $ 441,207 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. CEB Talent Assessment Goodwill The Company concluded that goodwill for the CEB Talent Assessment reporting unit was not impaired at October 1, 2015, the date of the Company’s annual impairment test. The carrying value of the reporting unit was $575.2 million at October 1, 2015, including $338.1 million of goodwill and $201.6 million of amortizable intangible assets. The estimated fair value of the CEB Talent Assessment reporting unit exceeded its carrying value by approximately 4%. 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 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, 2015, the CEB Talent Assessment reporting unit’s operating results were in line with management estimates. 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 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 revenue 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 did 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 was considered a permanent tax difference and as such, increased the Company’s effective tax rate in 2014. 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. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 9. Intangible Assets, Net Intangible assets, net at December 31, 2015 consisted of the following (in thousands): Gross Carrying Amount Impairment Loss Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period (in Years) Customer relationships $ 210,810 $ — $ 79,812 $ 130,998 9.6 Acquired intellectual property 97,176 — 38,665 58,511 10.6 Trade names 59,638 — 24,308 35,330 0.9 Software 19,265 — 13,424 5,841 2.9 Total $ 386,889 $ — $ 156,209 $ 230,680 8.4 Intangible assets, net at December 31, 2014 consisted of the following (in thousands): Gross Carrying Amount Impairment Loss Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period (in Years) Customer relationships $ 202,981 $ 20,800 $ 45,116 $ 137,065 11.0 Acquired intellectual property 97,685 — 29,200 68,485 12.0 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 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 connection with the rebranding of the SHL Talent Measurement segment to the CEB Talent Assessment segment, the Company will transition to the CEB master brand for marketing, product, websites, and other content materials across 2016. As a result, the Company accelerated amortization expense associated with a change in the estimated useful life of the SHL trade name and expensed an additional $8.0 million in the fourth quarter of 2015. The reduction to net income was $6.4 million, or $0.19 per share. The remaining balance of $35.2 million at December 31, 2015 will be amortized through December 31, 2016. In 2014, as part of the interim impairment test for PDRI, 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 revenue 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 loss did not impact the Company’s liquidity position or cash flows. Amortization expense was $41.9 million, $38.9 million, and $34.9 million in 2015, 2014, and 2013, respectively. Future expected amortization of intangible assets at December 31, 2015, calculated using foreign currency exchange rates in effect at the balance sheet date, was as follows (in thousands): 2016 $ 67,118 2017 28,722 2018 27,558 2019 19,633 2020 14,447 Thereafter 73,202 Total $ 230,680 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 Accounts payable $ 12,301 $ 6,653 Advanced membership payments received 17,352 14,785 Other accrued liabilities 58,754 68,258 Total accounts payable and accrued liabilities $ 88,407 $ 89,696 |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Note 11. Other Liabilities Other liabilities consisted of the following (in thousands): December 31, 2015 2014 Deferred compensation $ 17,553 $ 19,145 Lease incentives 37,239 39,628 Deferred rent benefit 37,833 37,104 Deferred revenue – long term 4,396 13,867 Other 10,571 13,088 Total other liabilities $ 107,592 $ 122,832 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Note 12. Debt Debt consisted of the following: December 31, 2015 2014 Senior Secured Credit Facility: Revolving commitments $ 70,000 $ — Term loans 247,500 507,250 Notes 250,000 — Total principal outstanding 567,500 507,250 Less: unamortized debt issuance costs Term Loans 2,593 6,612 Notes 3,541 — Total unamortized debt issuance costs 6,134 6,612 Principal less unamortized debt issuance costs 561,366 500,638 Less: current portion 4,948 15,544 Debt – long term $ 556,418 $ 485,094 Senior Secured Credit Facility On June 9, 2015, the Company, together with certain of its domestic subsidiaries acting as guarantors, entered into Amendment No. 4 (“Amendment”) to the senior secured credit agreement, as amended and restated. The Amendment (i) replaced existing Term A-1 Loans with new Term A-2 Loans (“Term A-2 Loans”) in an aggregate principal amount of $250 million, which was fully drawn on June 9, 2015 (“Closing Date”), (ii) rolled over the existing revolving credit commitments into a like principal amount of revolving commitments in an aggregate principal amount of $200 million, none of which was drawn on the Closing Date, and (iii) increased the existing revolving commitments by an aggregate principal amount of $50 million for a total of $250 million (“Revolving Commitments”), none of which was drawn on the Closing Date. The Company refers to the Term A-2 Loans and Revolving Commitments collectively as the “Senior Secured Credit Facility.” The principal amount of the Term A-2 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-2 Loans and (ii) for the next three years thereafter, approximately 4% of the original principal amount of the Term A-2 Loans, with the balance payable at maturity. The termination date of all loans and commitments under the Amended Credit Agreement, including the Revolving Commitments, is June 9, 2020. The Term A-2 Loans and the Revolving Commitments will, at the option of the Company, bear interest at the Eurodollar Rate (as defined in the Amended Credit Agreement) plus 1.50% or the Base Rate (as defined in the Amended Credit Agreement) plus 0.50%, as applicable, with the possibility of adjustments to the applicable interest rates based on fluctuations in specified net leverage ratios. The annual interest rate for the Term A-2 Loans at December 31, 2015 was 1.92%. The weighted average annual interest rate for the Revolving Commitments at December 31, 2015 was 1.83%. The Senior Secured Credit Facility 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. The Company was in compliance with all of the covenants at December 31, 2015. Notes On June 9, 2015, the Company entered into an indenture relating to the issuance of $250 million aggregate principal amount of senior notes due 2023 at an issue price of 100% (“Notes”). The Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by the Company and certain of its domestic subsidiaries acting as guarantors. The Notes bear interest at a rate of 5.625%, pay interest semi-annually in cash in arrears on June 15 and December 15 of each year beginning on December 15, 2015, and mature on June 15, 2023. The indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include payment defaults, a failure to pay certain judgments and certain events of bankruptcy and insolvency. These events of default are subject to a number of important qualifications, limitations, and exceptions that are described in the indenture. Debt Refinancing The Company used the proceeds from the offering of the Notes, together with borrowings under the Term A-2 Loans and cash on hand, to prepay and terminate the existing Term A-1 Loans and to pay related fees and expenses. The Company evaluated each investor of the Term A-1 Loans that reinvested in the Term A-2 Loans and/or the Notes. If the change in the present value of future cash flows between the investments was more than 10%, the debt refinancing with the investor was accounted for as a debt extinguishment and a loss on extinguishment was recorded equal to the difference between the fair value of the new debt and the carrying value of the extinguished debt. If the change in the present value of future cash flows between the investments was less than 10%, the debt refinancing with the investor was accounted for as a debt modification for which the Company expensed debt issuance costs paid to third parties and determined a new effective interest rate. In addition, debt issuance costs related to the Revolving Commitments were deferred and amortized over the extended term since the borrowing capacity of the new arrangement was greater than the borrowing capacity of the old arrangement. Extinguishment accounting was applied for creditors not involved in the revolving commitment facility after the Amendment. As a result, the Company recorded $4.8 million in debt extinguishment costs, comprised of a $3.7 million loss on debt extinguishment and $1.1 million of debt modification expense. At December 31, 2015, the Company had $8.8 million of debt issuance costs capitalized, of which $2.6 million related to the Term A-2 Loans and $3.5 million related to the Notes and were recorded as a deduction from the carrying amount of the debt. Furthermore, $2.7 million related to the Revolving Commitments and was recorded in Other non-current assets. Amortization of debt issuance costs was $2.1 million, $2.6 million and $2.8 million in 2015, 2014, and 2013, respectively. The Company paid interest of $17.2 million, $15.6 million, and $20.3 million in 2015, 2014, and 2013 respectively. These amounts are being amortized to interest expense over the term of the Senior Secured Credit Facility and Notes using the effective interest method. The terms of the Senior Secured Credit Facility and Notes, among other things, limit the ability of the Company and its restricted subsidiaries to (i) incur or guarantee additional indebtedness; (ii) create liens on assets securing indebtedness; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make investments; (v) merge, amalgamate or consolidate, or sell, transfer, lease or dispose of substantially all of the Company’s assets; (vi) enter into transactions with affiliates; (vii) sell or transfer certain assets; and (viii) agree to certain restrictions on the ability of restricted subsidiaries to make payments to us. These covenants are subject to a number of important qualifications, limitations, and exceptions that are described in the indenture. Retained earnings restricted from dividend payments was $179.3 million and $191.5 million at December 31, 2015 and 2014, respectively. Future minimum payments for the Senior Secured Credit Facility and the Notes are as follows for the years ended December 31 (in thousands): 2016 $ 5,000 2017 7,500 2018 10,000 2019 10,000 2020 285,000 Thereafter 250,000 Total principal payments $ 567,500 The Company repaid $40.0 million of the Revolving Commitments subsequent to December 31, 2015. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging | 12 Months Ended |
Dec. 31, 2015 | |
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 fluctuations. The Company uses forward currency contracts, designated as cash flow hedging instruments, to protect against foreign currency exchange rate risks inherent with revenue and cost reimbursement transactions. A forward currency contract obligates the Company to exchange a predetermined amount of one currency to make equivalent payments in another currency equal to the value of such exchange. The Company has entered into forward currency contracts to sell Australian dollars (“AUD”) and Euros (“EUR”) and buy GBP, which will settle at various times through December 31, 2016. These contracts have been designated as cash flow hedges of anticipated revenue to be recognized in the local currency and are expected to have no or an immaterial amount of ineffectiveness. The contracts provide a natural offset to GBP costs. The notional amount of outstanding forward currency contracts at December 31, 2015 was AUD 2.9 million and EUR 2.1 million. In January 2016, the Company entered into additional forward currency contracts to sell AUD 9.9 million and EUR 7.1 million. In October 2013, the Company entered into interest rate swap arrangements with notional amounts totaling $275 million, which amortized to $232 million through the August 2, 2018 maturity date of the Term A-1 Loan. The interest rate swap arrangements effectively fixed the Company’s interest payments on the hedged debt at approximately 1.34% plus the credit spread on the Term A-1 Loan. The arrangements, designated as cash flow hedging instruments, protected 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. In July 2015, the Company terminated all of its interest rate swap arrangements, which resulted in a termination payment of $2.3 million. The remaining amount of accumulated other comprehensive loss at the termination date will be amortized through interest expense through August 2018, the remaining life of the previously hedged interest payments. 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. 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 exposures occur or interest payments are made and the unrealized gain/loss is reclassified from accumulated OCI to current earnings. The fair value of derivative instruments in the Company’s Consolidated Balance Sheets was as follows (in thousands): December 31, Balance Sheet Location 2015 2014 Derivatives designated as hedging instruments: Liability Derivatives Accounts payable and accrued liabilities $ 179 $ 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 2015 2014 Forward currency contracts $ 2,000 $ 34 Interest rate swap arrangements (2,958 ) (4,863 ) 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) 2015 2014 Revenue $ 2,046 $ — Cost of services 26 300 Member relations and marketing 26 247 General and administrative 8 120 Interest expense (1,940 ) (3,266 ) Other income, net 90 — $ 256 $ (2,599 ) |
Stockholders' Equity and Share-
Stockholders' Equity and Share-based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stockholders' Equity and Share-based Compensation | Note 14. Stockholders’ Equity and Share-based Compensation Share-Based Compensation The Company has RSUs, SARs, and PSAs outstanding that were 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. The Company recognized total share-based compensation costs of $17.9 million, $15.6 million, and $12.5 million in 2015, 2014, and 2013, 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 $7.1 million, $6.2 million, and $5.0 million in 2015, 2014, and 2013, respectively. At December 31, 2015, $28.4 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 (“2012 Plan”). 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 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. The Company had 5.5 million shares available for issuance under the 2012 Plan at December 31, 2015. 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: Year Ended December 31, 2015 2014 2013 Number of Restricted Stock Units Weighted Average Grant Date Fair Value Number of Restricted Stock Units Weighted Average Grant Date Fair Value Number of Restricted Stock Units Weighted Average Grant Date Fair Value Nonvested, beginning of year 717,137 $ 58.51 749,955 $ 46.03 782,517 $ 33.83 Granted 311,164 74.19 340,298 69.70 320,204 56.65 Forfeited (58,067 ) 65.84 (77,652 ) 54.57 (27,489 ) 45.35 Vested (276,202 ) 53.06 (295,464 ) 40.76 (325,277 ) 27.18 Nonvested, end of year 694,032 67.10 717,137 58.51 749,955 46.03 Performance-Based Stock Awards The following table summarizes the changes in PSAs: Year Ended December 31, 2015 2014 2013 Number of Performance Awards Weighted Average Grant Date Fair Value Number of Performance Awards Weighted Average Grant Date Fair Value Number of Performance Awards Weighted Average Grant Date Fair Value Nonvested, beginning of year 47,988 $ 64.48 60,639 $ 48.42 32,834 $ 41.87 Granted 31,941 72.39 29,873 69.44 27,805 56.15 Forfeited (5,125 ) 68.28 (11,909 ) 52.60 — — Performance adjustment (10,988 ) 70.36 (915 ) 50.57 — — Vested (18,584 ) 56.60 (29,700 ) 41.87 — — Nonvested, end of year 45,232 71.45 47,988 64.48 60,639 48.42 PSAs are granted annually to the Company’s corporate leadership team. The ultimate number of PSAs that vest is based upon the achievement of specified levels of aggregate revenue and Adjusted EBITDA over a three-year period. In February 2016, the Compensation Committee approved the number of PSAs earned from the 2013 grant based on the actual aggregate financial performance in the three-year period ended December 31, 2015. As a result, on February 19, 2016, the Company issued 18,584 PSAs that vested on December 31, 2015. In February 2015, the Compensation Committee approved the number of PSAs earned from the 2012 grant based on the actual aggregate financial performance in the three-year period ended December 31, 2014. As a result, on February 20, 2015, the Company issued 29,700 PSAs that vested on December 31, 2014. Stock Appreciation Rights The following table summarizes the changes in SARs: Year Ended December 31, 2015 2014 2013 Number of Stock Appreciation Rights Weighted Average Exercise Price Number of Stock Appreciation Rights Weighted Average Exercise Price Number of Stock Appreciation Rights Weighted Average Exercise Price Outstanding, beginning of year 170,754 $ 37.14 587,998 $ 58.87 981,133 $ 64.53 Granted — — — — — — Forfeited — — (850 ) 74.98 (221,010 ) 97.56 Exercised (110,754 ) 41.00 (416,394 ) 67.74 (172,125 ) 41.47 Outstanding, end of year 60,000 30.01 170,754 37.14 587,998 58.87 Vested or expected to vest, end of year 60,000 30.01 170,754 37.14 585,898 58.97 Exercisable, end of year 60,000 30.01 170,754 37.14 572,998 59.62 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, 2015 and 2014, the Company had 60,000 and 170,754 vested SARs with an aggregate intrinsic value of $1.9 million and $6.0 million, respectively. The weighted average remaining contractual life was 1.69 years. The total intrinsic value of SARs exercised in 2015 and 2014 was $4.1 million and $3.5 million, respectively. Share Repurchases In February 2013, the Company’s Board of Directors approved a $50 million stock repurchase program, which expired on December 31, 2014. In February 2015, the Company’s Board of Directors approved a $100 million stock repurchase program, which is authorized through December 31, 2016. At December 31, 2015, $39.6 million of the February 2015 authorization remained unused. In 2015, 2014, and 2013, the Company repurchased 0.8 million, 0.4 million, and 0.2 million shares of its common stock, respectively, at a total cost of $60.4 million, $30.0 million, and $2.7 million, respectively, pursuant to publicly announced plans. The remaining repurchase activity in 2015, 2014, and 2013 was related to common stock surrendered by employees to satisfy federal and state tax withholding obligations. In February 2016, the Company’s Board of Directors approved a new $150 million stock repurchase program (in addition to the remaining $39.6 million from the February 2015 authorization), which is authorized through December 31, 2017. 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 2016, the Board of Directors declared a first quarter 2016 cash dividend of $0.4125 per share. The dividend is payable on March 31, 2016 to stockholders of record at the close of business on March 15, 2016. In 2015, the Company declared and paid quarterly cash dividends of $0.375 per share for each quarter of 2015. 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, 2015 and 2014. No shares were issued and outstanding at December 31, 2015 and 2014. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Costs | Note 15. Restructuring Costs In the fourth quarter of 2015, the Company committed to a workforce reduction plan (“2015 Plan”) as it identified areas for change in the market structure, initiated other actions to streamline operations, and rebalanced the management mix in certain areas. Total pre-tax restructuring charges related to the 2015 Plan are estimated to be approximately $6 million, consisting primarily of severance and related termination benefits. Of this amount, $5.1 million was recognized in 2015 as Restructuring costs in the Consolidated Statements of Operations. Substantially all of the cash will be paid in 2016. The Company committed to a workforce reduction plan (“2014 Plan”) in the fourth quarter of 2014, as it identified areas where changes to structure as a result of technology investments or process improvement created redundancies. Total pre-tax restructuring charges related to the 2014 Plan were $3.1 million, consisting primarily of severance and related termination benefits. The Company recorded $1.8 million in the fourth quarter of 2014 and the remaining costs of $1.2 million were recognized and substantially all of the cash was paid in 2015. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16. Income Taxes The components of income before provision for income taxes were as follows (in thousands): Year Ended December 31, 2015 2014 2013 US sources $ 103,660 $ 85,462 $ 67,248 Non-US sources 13,872 6,388 (6,810 ) Total $ 117,532 $ 91,850 $ 60,438 The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 Current tax expense Federal $ 21,099 $ 48,926 $ 30,421 State and local 4,894 12,300 6,901 Foreign 5,758 846 3,411 Total current tax expense 31,751 62,072 40,733 Deferred tax (benefit) expense Federal (696 ) (13,193 ) 425 State and local (241 ) (1,995 ) (397 ) Foreign (5,810 ) (6,206 ) (12,294 ) Total deferred tax (benefit) expense (6,747 ) (21,394 ) (12,266 ) Provision for income taxes $ 25,004 $ 40,678 $ 28,467 In 2015, 2014, and 2013, the Company made income tax payments of $51.6 million, $41.6 million, and $43.4 million, respectively. 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, 2015 2014 2013 Statutory US federal income tax rate 35.0 % 35.0 % 35.0 % Effect of foreign tax rates 1.5 2.3 8.1 State income taxes, net of US federal benefit 3.6 6.6 7.5 Goodwill impairment — 7.2 13.1 Effect of financing (6.1 ) (6.5 ) (10.4 ) Foreign exchange differences (0.4 ) (1.5 ) (5.5 ) Change in valuation allowance (1.5 ) (1.7 ) 4.1 Tax rate changes (1.8 ) — (8.3 ) Domestic manufacturing deduction (4.9 ) — — Foreign tax and other credits (5.8 ) — — Disallowed expenses, including transaction costs 1.1 2.2 1.9 Other 0.6 0.7 1.6 Effective tax rate 21.3 % 44.3 % 47.1 % The Company’s effective tax rate in 2015 was lower than the federal statutory rate, primarily due to a change in the Company’s election to claim foreign tax credits that were previously taken as deductions, government provided tax incentives, benefit derived from financing transactions in the UK, legislative change in the UK tax rate, and changes in tax planning strategies, partially offset by state income taxes and Subpart F income. In 2015, the Company claimed certain benefits for prior years in the amount of $3.9 million for foreign tax and other credits, including the research and development credit, and $4.6 million for the domestic manufacturing deduction. The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities consisted of the following (in thousands): December 31, 2015 2014 Deferred tax assets Share-based compensation $ 5,638 $ 4,808 Accrued incentive compensation 16,259 17,091 Accruals and reserves 1,762 1,759 Net operating loss and tax credit carryforwards 10,232 16,132 Deferred compensation plan 6,935 6,550 Deferred revenue 5,946 13,954 Operating leases and lease incentives 25,672 25,270 Total deferred tax assets 72,444 85,564 Valuation allowance (6,510 ) (10,136 ) Total deferred tax assets, net of valuation allowance 65,934 75,428 Deferred tax liabilities Deferred incentive compensation 5,700 9,165 Depreciation 12,795 12,402 Goodwill and intangibles 56,590 65,789 Other 2,227 2,082 Total deferred tax liabilities 77,312 89,438 Net deferred tax liabilities $ 11,378 $ 14,010 The Company’s deferred tax asset valuation allowances were primarily the result of uncertainties regarding the future realization of tax loss carryforwards and tax credits in various jurisdictions. Due to tax planning strategies utilized in 2015, the Company will be able to realize certain foreign and state tax loss carryforwards within the carryforward period by generating sufficient taxable income in those jurisdictions. Also, in 2015, certain tax credits expired that required a valuation allowance and were written off. The valuation allowance at December 31, 2015 decreased by $3.6 million, of which $1.7 million was reflected in the effective tax rate, due to the expiration of certain tax credits and the ability to use certain foreign and state tax loss carryforwards. At December 31, 2015, the Company had US net operating loss carryforwards for federal tax purposes of $4.2 million, which expire, if unused, in various years from 2028 to 2031. At December 31, 2015, the Company had $10.7 million of non-trading losses available for carryforward indefinitely under UK tax law. At December 31, 2015, the Company had other foreign net operating loss carryforwards of $2.6 million, of which $2.0 million can be carried forward indefinitely under current local tax laws and $0.6 million will expire, if unused, in years beginning 2024. The Company recorded a $1.4 million valuation allowance against the deferred tax asset related to the UK tax loss carryforwards at December 31, 2015. The Company has Washington, DC tax credit carryforwards resulting in a deferred tax asset of $5.1 million and $7.2 million at December 31, 2015 and 2014, respectively. These credits expire in years 2016 through 2018. The Company recorded a $5.1 million and $7.2 million valuation allowance related to these credit carryforwards at December 31, 2015 and 2014, respectively. Undistributed earnings of the Company’s foreign subsidiaries were $91.7 million, $59.8 million, and $37.6 million at December 31, 2015, 2014, and 2013, respectively. Those earnings are considered to be indefinitely reinvested; accordingly, no provision for additional 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, 2015 2014 2013 Balance at beginning of the year $ 21,821 $ 16,044 $ 5,074 Additions based on tax positions related to the current year 1,056 805 1,686 Additions for tax positions of prior years 87 6,654 10,856 Reductions for tax positions of prior years (1,255 ) (318 ) (467 ) Reductions for lapse of statute of limitations (608 ) (1,364 ) (1,105 ) Balance at end of the year $ 21,101 $ 21,821 $ 16,044 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 2012. If the Company was able to recognize the uncertain tax benefits of $21.1 million, only $16.7 million would affect the Company’s effective tax rate. Interest and penalties recognized related to uncertain tax positions amounted to $(0.6) million, $0.2 million, and $(0.2) million in 2015, 2014, and 2013, respectively. Accrued interest and penalties were $1.2 million and $1.8 million at December 31, 2015 and 2014, respectively, and were included in Accounts payable and accrued liabilities. At December 31, 2015, 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 possible within the coming year. In addition, the Company believes that it is reasonably possible that $0.1 million of its current other remaining unrecognized tax benefits, each of which is individually insignificant, may be recognized by the end of 2016 as a result of a lapse in the statute of limitations. The Internal Revenue Service notified the Company that the 2011 tax year has been selected for examination. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
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 (“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 $6.8 million, $6.6 million, and $6.4 million in 2015, 2014, and 2013, respectively. Employee Stock Purchase Plan The Company sponsors an employee stock purchase plan (“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 2015, 2014, and 2013, the Company issued 26,335 shares, 21,605 shares, and 19,616 shares of common stock, respectively. At December 31, 2015, approximately 0.6 million shares were available for issuance. Deferred Compensation Plan The Company has a Deferred Compensation Plan (“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. Losses associated with the Deferred Compensation Plan’s assets were $0.6 million in 2015, and earnings associated with the Deferred Compensation Plan’s assets were $0.7 million and $2.1 million in 2014 and 2013, 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 2015, 2014, or 2013. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
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 increases above the base year for pro rata share of operating expenses and real estate taxes. The new lease agreement provides the Company with various incentives, currently estimated to total approximately $56 million. The Company will recognize the lease incentives on a straight-line basis over the term of the new lease as a reduction of rent expense. To satisfy the security deposit requirements under this lease, in January 2015, the Company provided $5 million in an escrow account for one year, which was released and returned in December 2015, and the Company provided $3.6 million in the form of a letter of credit in February 2015. 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, 2015, 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 subleases in January 2028. The Company will receive an additional $21.5 million over the duration of the sublease. 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, were as follows at December 31, 2015 (in thousands): Payments Due by Period at December 31, 2015 Total YE 2016 YE 2017 YE 2018 YE 2019 YE 2020 Thereafter Operating lease obligations $ 918,744 $ 53,905 $ 52,320 $ 72,207 $ 66,311 $ 66,886 $ 607,115 Sublease receipts (286,141 ) (22,269 ) (22,358 ) (28,415 ) (24,267 ) (24,769 ) (164,063 ) Total net lease obligations $ 632,603 $ 31,636 $ 29,962 $ 43,792 $ 42,044 $ 42,117 $ 443,052 Rent expense, net of sublease income, was $32.9 million, $30.5 million, and $29.8 million in 2015, 2014, and 2013, 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 $1.3 million and $4.5 million liability at December 31, 2015 and 2014, respectively, relating to certain sales and use tax regulations for states in which the Company sells or supports its goods and services. In April 2015, the Company paid $3.7 million under a voluntary sales tax disclosure agreement. Other At December 31, 2015, the Company had outstanding letters of credit totaling $11.3 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 Elements
Changes in Accumulated Elements of Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2015 | |
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 2015 were as follows (in thousands): Cash Flow Hedges, Net of Tax Foreign Currency Translation Adjustments Total Balance, December 31, 2014 $ (429 ) $ (5,160 ) $ (5,589 ) Net unrealized (losses) gains (579 ) — (579 ) Reclassification of losses (gains) into earnings (239 ) — (239 ) Translation of net investments in foreign operations — (38,549 ) (38,549 ) Net change in Accumulated other comprehensive income (loss) (818 ) (38,549 ) (39,367 ) Balance, December 31, 2015 $ (1,247 ) $ (43,709 ) $ (44,956 ) 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, 2015 | |
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. The Company has two reportable segments, CEB and CEB Talent Assessment. The Company’s segment profit measures are Operating profit (loss) and Adjusted EBITDA. Information for the Company’s reportable segments was as follows (in thousands): Year Ended December 31, 2015 2014 2013 Revenue CEB segment $ 731,834 $ 701,573 $ 634,302 CEB Talent Assessment segment 196,600 207,401 185,751 Total revenue $ 928,434 $ 908,974 $ 820,053 Adjusted revenue CEB segment $ 732,972 $ 705,110 $ 634,302 CEB Talent Assessment segment 198,951 209,870 195,665 Total Adjusted revenue $ 931,923 $ 914,980 $ 829,967 Operating profit (loss) CEB segment $ 147,210 $ 98,108 $ 103,322 CEB Talent Assessment segment (8,048 ) (4,463 ) (12,609 ) Total operating profit $ 139,162 $ 93,645 $ 90,713 Adjusted EBITDA CEB segment $ 203,085 $ 194,572 $ 175,294 CEB Talent Assessment segment 39,959 34,515 34,111 Total Adjusted EBITDA $ 243,044 $ 229,087 $ 209,405 Adjusted EBITDA margin CEB segment 27.7 % 27.6 % 27.6 % CEB Talent Assessment segment 20.1 % 16.4 % 17.4 % Total Adjusted EBITDA margin 26.1 % 25.0 % 25.2 % Depreciation and amortization CEB segment $ 34,377 $ 33,707 $ 28,356 CEB Talent Assessment segment 39,650 34,579 31,731 Total depreciation and amortization $ 74,027 $ 68,286 $ 60,087 The table below reconciles revenue to Adjusted revenue (in thousands): Year Ended December 31, 2015 2014 2013 Revenue $ 928,434 $ 908,974 $ 820,053 Impact of the deferred revenue fair value adjustment 3,489 6,006 9,914 Adjusted revenue $ 931,923 $ 914,980 $ 829,967 The table below reconciles net income to Adjusted EBITDA (in thousands): Year Ended December 31, 2015 2014 2013 Net income $ 92,528 $ 51,172 $ 31,971 Provision for income taxes 25,004 40,678 28,467 Interest expense, net 20,179 18,046 22,337 Gain on cost method investment — (6,585 ) — Debt extinguishment costs 4,775 — 6,691 Net non-operating foreign currency (gain) loss (5,649 ) (8,642 ) 3,314 Equity method investment loss 1,437 — — Depreciation and amortization 74,027 68,286 60,087 Impact of the deferred revenue fair value adjustment 3,489 6,006 9,914 Acquisition related costs 3,027 2,964 11,477 Restructuring costs 6,361 1,830 — Impairment loss — 39,700 22,600 Share-based compensation 17,866 15,632 12,547 Adjusted EBITDA $ 243,044 $ 229,087 $ 209,405 The following is a reconciliation of segment assets to total assets (in thousands): December 31, 2015 2014 Cash and cash equivalents CEB segment $ 92,493 $ 51,128 CEB Talent Assessment segment 20,836 63,806 Total cash and cash equivalents $ 113,329 $ 114,934 Accounts receivable, net CEB segment $ 220,678 $ 221,365 CEB Talent Assessment segment 64,370 61,704 Total accounts receivable, net $ 285,048 $ 283,069 Goodwill CEB segment $ 129,386 $ 93,223 CEB Talent Assessment segment 329,023 347,984 Total goodwill $ 458,409 $ 441,207 Intangible assets, net CEB segment $ 47,051 $ 34,747 CEB Talent Assessment segment 183,629 225,636 Total intangible assets, net $ 230,680 $ 260,383 Property and equipment, net CEB segment $ 86,661 $ 95,552 CEB Talent Assessment segment 15,676 16,972 Total property and equipment, net $ 102,337 $ 112,524 Total assets CEB segment $ 722,806 $ 626,954 CEB Talent Assessment segment 615,746 721,018 Total assets $ 1,338,552 $ 1,347,972 The Company has revenue and long-lived assets, consisting of property 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 2015 Revenue $ 579,685 $ 184,129 $ 164,620 $ 928,434 Long-lived assets 195,623 546,565 49,238 791,426 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 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Note 21. Quarterly Financial Data (unaudited) Unaudited summarized quarterly financial data was as follows (in thousands, except per share amounts): 2015 Quarter Ended March 31 June 30 September 30 December 31 Revenue $ 221,599 $ 231,964 $ 231,936 $ 242,935 Total costs and expenses 191,629 193,126 188,498 216,019 Operating profit 29,970 38,838 43,438 26,916 Income before provision for income taxes 31,257 23,916 40,918 21,441 Net income 19,090 23,212 31,969 18,257 Basic earnings per share 0.57 0.69 0.96 0.55 Diluted earnings per share 0.56 0.69 0.95 0.55 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 |
Schedule II-Valuation and Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II-Valuation and Qualifying Accounts | CEB Inc. Schedule II-Valuation and Qualifying Accounts (In thousands) Balance at Beginning of Year Balance Assumed with SHL Acquisition Additions Charged to Revenue (Deductions)/ Additions Charged to Provision for Income Taxes Deductions from Reserve Balance at End of Year Year ended December 31, 2015 Allowance for uncollectible revenue $ 2,213 $ — $ 6,735 $ — $ 6,211 $ 2,737 Valuation allowance on deferred tax assets 10,136 — — (1,718 ) 1,908 6,510 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 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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. |
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. 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 and balances 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 Company recognized $5.6 million and $8.6 million of net non-operating foreign currency gains and $3.3 million of net non-operating foreign currency losses in 2015, 2014, and 2013, 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 customers’ ability to pay. Revenue under membership agreements is 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. Accounts receivable balances are not collateralized. |
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 arrangements as revenue is recognized. |
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 on a straight-line basis over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized on a straight-line basis 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 on a straight-line basis 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 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. Deferred revenue at the acquisition date is recorded at fair value based on the estimated cost to provide the related services plus a reasonable profit margin on such costs. 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 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 1 st 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 result concludes 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 rates, (2) the discount rate, (3) residual growth rates, and (4) foreign currency rates. 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 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 unit. 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. |
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 amortized on a straight-line basis over initial estimated useful lives of 1 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 may 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 its 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, available-for-sale securities, 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, 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. 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 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 deliverables. 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 memberships revenue is primarily recognized on a ratable basis over the contract period, which is typically twelve months. In general, the majority of the deliverables within the Company’s memberships are consistently available throughout the contract period. Revenue recognition begins on the first day of the contract period. The fees receivable and the related deferred revenue are recorded upon the commencement of the contract period 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 contract 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 the units of accounting based on BESP. The CEB Talent Assessment 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. CEB Talent Assessment segment also provides consulting services including fully outsourced assessment services. The CEB Talent Assessment 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 on a ratable basis over the contract period, which is typically twelve months. 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. |
Operating Leases | Operating Leases The Company has non-cancelable operating lease agreements for its offices with lease periods expiring between 2016 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 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 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 $1.7 million, $1.3 million, and $0.8 million in 2015, 2014, and 2013, respectively. |
Acquisition Related Costs | Acquisition Related Costs Acquisition related costs primarily represent transaction and severance costs incurred in connection with acquired companies. |
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 USD; however, the Company offers foreign currency billings to certain members outside the United States. A substantial portion of the costs associated with the CEB segment’s operations located outside the United States are denominated in local currencies. Prices for the CEB Talent Assessment segment are denominated in the currency of the country of sale and are principally denominated in British pound (“GBP”), Euro, USD, and Australian dollar. Most of the costs associated with the CEB Talent Assessment segment’s operations are based in the United Kingdom and are denominated in GBP. 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, 2015 2014 2013 Basic weighted average shares outstanding 33,367 33,666 33,543 Effect of dilutive shares outstanding 305 373 400 Diluted weighted average shares outstanding 33,672 34,039 33,943 In 2013, 0.4 million shares 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. |
Presentation of Financial Statements - Going Concern | In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In April 2015, the FASB issued ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 2013 Basic weighted average shares outstanding 33,367 33,666 33,543 Effect of dilutive shares outstanding 305 373 400 Diluted weighted average shares outstanding 33,672 34,039 33,943 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 December 31, 2014 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 113,329 $ — $ — $ 114,934 $ — $ — Investments held through variable insurance products in a Rabbi Trust — 20,234 — — 19,357 — Available-for-sale securities — — 3,463 — — 2,643 Financial liabilities Forward currency contracts $ — $ 179 $ — $ — $ 23 $ — Interest rate swaps — — — — 717 — |
Schedule of Changes to Fair Values Classified within Level 3 | Changes to the fair values classified within Level 3 were as follows in 2015 (in thousands): Beginning of year $ 2,643 Available-for-sale securities acquired 575 Total gains recognized 245 End of year $ 3,463 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Summary of Accounts Receivable, Net | Accounts receivable, net consisted of the following (in thousands): December 31, 2015 2014 Billed $ 191,089 $ 203,575 Unbilled 96,696 81,707 287,785 285,282 Allowance for uncollectible revenue (2,737 ) (2,213 ) Total accounts receivable, net $ 285,048 $ 283,069 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2015 2014 Furniture, fixtures, and equipment $ 65,572 $ 66,684 Leasehold improvements 96,224 96,254 Computer software and website development costs 83,011 74,059 244,807 236,997 Accumulated depreciation (142,470 ) (124,473 ) Total property and equipment, net $ 102,337 $ 112,524 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill were as follows (in thousands): Year Ended December 31, 2015 Year Ended December 31, 2014 CEB Segment CEB Talent Assessment Segment Total CEB Segment CEB Talent Assessment Segment Total Gross goodwill, beginning of year $ 134,723 $ 347,984 $ 482,707 $ 93,719 $ 371,656 $ 465,375 Goodwill acquired 40,130 — 40,130 43,584 — 43,584 Purchase accounting adjustments (1,499 ) — (1,499 ) (2,479 ) — (2,479 ) Impact of foreign currency (2,468 ) (18,961 ) (21,429 ) (101 ) (23,672 ) (23,773 ) Gross goodwill, end of year 170,886 329,023 499,909 134,723 347,984 482,707 Accumulated impairment loss, beginning of year (41,500 ) — (41,500 ) (22,600 ) — (22,600 ) Impairment loss — — — (18,900 ) — (18,900 ) Accumulated impairment loss, end of year (41,500 ) — (41,500 ) (41,500 ) — (41,500 ) Net goodwill, end of year $ 129,386 $ 329,023 $ 458,409 $ 93,223 $ 347,984 $ 441,207 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets by Major Class | Intangible assets, net at December 31, 2015 consisted of the following (in thousands): Gross Carrying Amount Impairment Loss Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period (in Years) Customer relationships $ 210,810 $ — $ 79,812 $ 130,998 9.6 Acquired intellectual property 97,176 — 38,665 58,511 10.6 Trade names 59,638 — 24,308 35,330 0.9 Software 19,265 — 13,424 5,841 2.9 Total $ 386,889 $ — $ 156,209 $ 230,680 8.4 Intangible assets, net at December 31, 2014 consisted of the following (in thousands): Gross Carrying Amount Impairment Loss Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period (in Years) Customer relationships $ 202,981 $ 20,800 $ 45,116 $ 137,065 11.0 Acquired intellectual property 97,685 — 29,200 68,485 12.0 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 Expected Future Amortization Expense | Future expected amortization of intangible assets at December 31, 2015, calculated using foreign currency exchange rates in effect at the balance sheet date, was as follows (in thousands): 2016 $ 67,118 2017 28,722 2018 27,558 2019 19,633 2020 14,447 Thereafter 73,202 Total $ 230,680 |
Accounts Payable and Accrued 38
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following (in thousands): December 31, 2015 2014 Accounts payable $ 12,301 $ 6,653 Advanced membership payments received 17,352 14,785 Other accrued liabilities 58,754 68,258 Total accounts payable and accrued liabilities $ 88,407 $ 89,696 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other liabilities consisted of the following (in thousands): December 31, 2015 2014 Deferred compensation $ 17,553 $ 19,145 Lease incentives 37,239 39,628 Deferred rent benefit 37,833 37,104 Deferred revenue – long term 4,396 13,867 Other 10,571 13,088 Total other liabilities $ 107,592 $ 122,832 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following: December 31, 2015 2014 Senior Secured Credit Facility: Revolving commitments $ 70,000 $ — Term loans 247,500 507,250 Notes 250,000 — Total principal outstanding 567,500 507,250 Less: unamortized debt issuance costs Term Loans 2,593 6,612 Notes 3,541 — Total unamortized debt issuance costs 6,134 6,612 Principal less unamortized debt issuance costs 561,366 500,638 Less: current portion 4,948 15,544 Debt – long term $ 556,418 $ 485,094 |
Future Minimum Payments for Senior Secured Credit Facility and Notes | Future minimum payments for the Senior Secured Credit Facility and the Notes are as follows for the years ended December 31 (in thousands): 2016 $ 5,000 2017 7,500 2018 10,000 2019 10,000 2020 285,000 Thereafter 250,000 Total principal payments $ 567,500 |
Derivative Instruments and He41
Derivative Instruments and Hedging (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Fair Value of Derivative Instruments | The fair value of derivative instruments in the Company’s Consolidated Balance Sheets was as follows (in thousands): December 31, Balance Sheet Location 2015 2014 Derivatives designated as hedging instruments: Liability Derivatives Accounts payable and accrued liabilities $ 179 $ 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 2015 2014 Forward currency contracts $ 2,000 $ 34 Interest rate swap arrangements (2,958 ) (4,863 ) 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) 2015 2014 Revenue $ 2,046 $ — Cost of services 26 300 Member relations and marketing 26 247 General and administrative 8 120 Interest expense (1,940 ) (3,266 ) Other income, net 90 — $ 256 $ (2,599 ) |
Stockholders' Equity and Shar42
Stockholders' Equity and Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summarization of Changes in Restricted Stock Units | The following table summarizes the changes in RSUs: Year Ended December 31, 2015 2014 2013 Number of Restricted Stock Units Weighted Average Grant Date Fair Value Number of Restricted Stock Units Weighted Average Grant Date Fair Value Number of Restricted Stock Units Weighted Average Grant Date Fair Value Nonvested, beginning of year 717,137 $ 58.51 749,955 $ 46.03 782,517 $ 33.83 Granted 311,164 74.19 340,298 69.70 320,204 56.65 Forfeited (58,067 ) 65.84 (77,652 ) 54.57 (27,489 ) 45.35 Vested (276,202 ) 53.06 (295,464 ) 40.76 (325,277 ) 27.18 Nonvested, end of year 694,032 67.10 717,137 58.51 749,955 46.03 |
Summary of Changes in Performance Based Stock Awards | The following table summarizes the changes in PSAs: Year Ended December 31, 2015 2014 2013 Number of Performance Awards Weighted Average Grant Date Fair Value Number of Performance Awards Weighted Average Grant Date Fair Value Number of Performance Awards Weighted Average Grant Date Fair Value Nonvested, beginning of year 47,988 $ 64.48 60,639 $ 48.42 32,834 $ 41.87 Granted 31,941 72.39 29,873 69.44 27,805 56.15 Forfeited (5,125 ) 68.28 (11,909 ) 52.60 — — Performance adjustment (10,988 ) 70.36 (915 ) 50.57 — — Vested (18,584 ) 56.60 (29,700 ) 41.87 — — Nonvested, end of year 45,232 71.45 47,988 64.48 60,639 48.42 |
Summary of Changes in Stock Appreciation Rights | The following table summarizes the changes in SARs: Year Ended December 31, 2015 2014 2013 Number of Stock Appreciation Rights Weighted Average Exercise Price Number of Stock Appreciation Rights Weighted Average Exercise Price Number of Stock Appreciation Rights Weighted Average Exercise Price Outstanding, beginning of year 170,754 $ 37.14 587,998 $ 58.87 981,133 $ 64.53 Granted — — — — — — Forfeited — — (850 ) 74.98 (221,010 ) 97.56 Exercised (110,754 ) 41.00 (416,394 ) 67.74 (172,125 ) 41.47 Outstanding, end of year 60,000 30.01 170,754 37.14 587,998 58.87 Vested or expected to vest, end of year 60,000 30.01 170,754 37.14 585,898 58.97 Exercisable, end of year 60,000 30.01 170,754 37.14 572,998 59.62 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
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, 2015 2014 2013 US sources $ 103,660 $ 85,462 $ 67,248 Non-US sources 13,872 6,388 (6,810 ) Total $ 117,532 $ 91,850 $ 60,438 |
Summary of Provision for Income Tax | The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 Current tax expense Federal $ 21,099 $ 48,926 $ 30,421 State and local 4,894 12,300 6,901 Foreign 5,758 846 3,411 Total current tax expense 31,751 62,072 40,733 Deferred tax (benefit) expense Federal (696 ) (13,193 ) 425 State and local (241 ) (1,995 ) (397 ) Foreign (5,810 ) (6,206 ) (12,294 ) Total deferred tax (benefit) expense (6,747 ) (21,394 ) (12,266 ) Provision for income taxes $ 25,004 $ 40,678 $ 28,467 |
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, 2015 2014 2013 Statutory US federal income tax rate 35.0 % 35.0 % 35.0 % Effect of foreign tax rates 1.5 2.3 8.1 State income taxes, net of US federal benefit 3.6 6.6 7.5 Goodwill impairment — 7.2 13.1 Effect of financing (6.1 ) (6.5 ) (10.4 ) Foreign exchange differences (0.4 ) (1.5 ) (5.5 ) Change in valuation allowance (1.5 ) (1.7 ) 4.1 Tax rate changes (1.8 ) — (8.3 ) Domestic manufacturing deduction (4.9 ) — — Foreign tax and other credits (5.8 ) — — Disallowed expenses, including transaction costs 1.1 2.2 1.9 Other 0.6 0.7 1.6 Effective tax rate 21.3 % 44.3 % 47.1 % |
Schedule of Deferred Tax Assets and Liabilities | The Company’s effective tax rate in 2015 was lower than the federal statutory rate, primarily due to a change in the Company’s election to claim foreign tax credits that were previously taken as deductions, government provided tax incentives, benefit derived from financing transactions in the UK, legislative change in the UK tax rate, and changes in tax planning strategies, partially offset by state income taxes and Subpart F income. In 2015, the Company claimed certain benefits for prior years in the amount of $3.9 million for foreign tax and other credits, including the research and development credit, and $4.6 million for the domestic manufacturing deduction. The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities consisted of the following (in thousands): December 31, 2015 2014 Deferred tax assets Share-based compensation $ 5,638 $ 4,808 Accrued incentive compensation 16,259 17,091 Accruals and reserves 1,762 1,759 Net operating loss and tax credit carryforwards 10,232 16,132 Deferred compensation plan 6,935 6,550 Deferred revenue 5,946 13,954 Operating leases and lease incentives 25,672 25,270 Total deferred tax assets 72,444 85,564 Valuation allowance (6,510 ) (10,136 ) Total deferred tax assets, net of valuation allowance 65,934 75,428 Deferred tax liabilities Deferred incentive compensation 5,700 9,165 Depreciation 12,795 12,402 Goodwill and intangibles 56,590 65,789 Other 2,227 2,082 Total deferred tax liabilities 77,312 89,438 Net deferred tax liabilities $ 11,378 $ 14,010 |
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, 2015 2014 2013 Balance at beginning of the year $ 21,821 $ 16,044 $ 5,074 Additions based on tax positions related to the current year 1,056 805 1,686 Additions for tax positions of prior years 87 6,654 10,856 Reductions for tax positions of prior years (1,255 ) (318 ) (467 ) Reductions for lapse of statute of limitations (608 ) (1,364 ) (1,105 ) Balance at end of the year $ 21,101 $ 21,821 $ 16,044 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, were as follows at December 31, 2015 (in thousands): Payments Due by Period at December 31, 2015 Total YE 2016 YE 2017 YE 2018 YE 2019 YE 2020 Thereafter Operating lease obligations $ 918,744 $ 53,905 $ 52,320 $ 72,207 $ 66,311 $ 66,886 $ 607,115 Sublease receipts (286,141 ) (22,269 ) (22,358 ) (28,415 ) (24,267 ) (24,769 ) (164,063 ) Total net lease obligations $ 632,603 $ 31,636 $ 29,962 $ 43,792 $ 42,044 $ 42,117 $ 443,052 |
Changes in Accumulated Elemen45
Changes in Accumulated Elements of Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Balances of Each Component of Other Comprehensive Income | Changes in each component of AOCI in 2015 were as follows (in thousands): Cash Flow Hedges, Net of Tax Foreign Currency Translation Adjustments Total Balance, December 31, 2014 $ (429 ) $ (5,160 ) $ (5,589 ) Net unrealized (losses) gains (579 ) — (579 ) Reclassification of losses (gains) into earnings (239 ) — (239 ) Translation of net investments in foreign operations — (38,549 ) (38,549 ) Net change in Accumulated other comprehensive income (loss) (818 ) (38,549 ) (39,367 ) Balance, December 31, 2015 $ (1,247 ) $ (43,709 ) $ (44,956 ) |
Segments and Geographic Areas (
Segments and Geographic Areas (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 2013 Revenue CEB segment $ 731,834 $ 701,573 $ 634,302 CEB Talent Assessment segment 196,600 207,401 185,751 Total revenue $ 928,434 $ 908,974 $ 820,053 Adjusted revenue CEB segment $ 732,972 $ 705,110 $ 634,302 CEB Talent Assessment segment 198,951 209,870 195,665 Total Adjusted revenue $ 931,923 $ 914,980 $ 829,967 Operating profit (loss) CEB segment $ 147,210 $ 98,108 $ 103,322 CEB Talent Assessment segment (8,048 ) (4,463 ) (12,609 ) Total operating profit $ 139,162 $ 93,645 $ 90,713 Adjusted EBITDA CEB segment $ 203,085 $ 194,572 $ 175,294 CEB Talent Assessment segment 39,959 34,515 34,111 Total Adjusted EBITDA $ 243,044 $ 229,087 $ 209,405 Adjusted EBITDA margin CEB segment 27.7 % 27.6 % 27.6 % CEB Talent Assessment segment 20.1 % 16.4 % 17.4 % Total Adjusted EBITDA margin 26.1 % 25.0 % 25.2 % Depreciation and amortization CEB segment $ 34,377 $ 33,707 $ 28,356 CEB Talent Assessment segment 39,650 34,579 31,731 Total depreciation and amortization $ 74,027 $ 68,286 $ 60,087 |
Reconciliation of Revenue to Adjusted Revenue | The table below reconciles revenue to Adjusted revenue (in thousands): Year Ended December 31, 2015 2014 2013 Revenue $ 928,434 $ 908,974 $ 820,053 Impact of the deferred revenue fair value adjustment 3,489 6,006 9,914 Adjusted revenue $ 931,923 $ 914,980 $ 829,967 |
Reconciliation of Net Income to Adjusted EBITDA | The table below reconciles net income to Adjusted EBITDA (in thousands): Year Ended December 31, 2015 2014 2013 Net income $ 92,528 $ 51,172 $ 31,971 Provision for income taxes 25,004 40,678 28,467 Interest expense, net 20,179 18,046 22,337 Gain on cost method investment — (6,585 ) — Debt extinguishment costs 4,775 — 6,691 Net non-operating foreign currency (gain) loss (5,649 ) (8,642 ) 3,314 Equity method investment loss 1,437 — — Depreciation and amortization 74,027 68,286 60,087 Impact of the deferred revenue fair value adjustment 3,489 6,006 9,914 Acquisition related costs 3,027 2,964 11,477 Restructuring costs 6,361 1,830 — Impairment loss — 39,700 22,600 Share-based compensation 17,866 15,632 12,547 Adjusted EBITDA $ 243,044 $ 229,087 $ 209,405 |
Reconciliation of Segment Assets to Total Assets | The following is a reconciliation of segment assets to total assets (in thousands): December 31, 2015 2014 Cash and cash equivalents CEB segment $ 92,493 $ 51,128 CEB Talent Assessment segment 20,836 63,806 Total cash and cash equivalents $ 113,329 $ 114,934 Accounts receivable, net CEB segment $ 220,678 $ 221,365 CEB Talent Assessment segment 64,370 61,704 Total accounts receivable, net $ 285,048 $ 283,069 Goodwill CEB segment $ 129,386 $ 93,223 CEB Talent Assessment segment 329,023 347,984 Total goodwill $ 458,409 $ 441,207 Intangible assets, net CEB segment $ 47,051 $ 34,747 CEB Talent Assessment segment 183,629 225,636 Total intangible assets, net $ 230,680 $ 260,383 Property and equipment, net CEB segment $ 86,661 $ 95,552 CEB Talent Assessment segment 15,676 16,972 Total property and equipment, net $ 102,337 $ 112,524 Total assets CEB segment $ 722,806 $ 626,954 CEB Talent Assessment segment 615,746 721,018 Total assets $ 1,338,552 $ 1,347,972 |
Geographic Information about Revenue and Long-Lived Assets | The Company has revenue and long-lived assets, consisting of property 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 2015 Revenue $ 579,685 $ 184,129 $ 164,620 $ 928,434 Long-lived assets 195,623 546,565 49,238 791,426 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 |
Quarterly Financial Data (Una47
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data of Company | Unaudited summarized quarterly financial data was as follows (in thousands, except per share amounts): 2015 Quarter Ended March 31 June 30 September 30 December 31 Revenue $ 221,599 $ 231,964 $ 231,936 $ 242,935 Total costs and expenses 191,629 193,126 188,498 216,019 Operating profit 29,970 38,838 43,438 26,916 Income before provision for income taxes 31,257 23,916 40,918 21,441 Net income 19,090 23,212 31,969 18,257 Basic earnings per share 0.57 0.69 0.96 0.55 Diluted earnings per share 0.56 0.69 0.95 0.55 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 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands, shares in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)Service | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($)shares | |
Significant Accounting Policies [Line Items] | |||
Net foreign currency gains (losses) included in other (expense) income | $ 5,649 | $ 8,642 | $ (3,314) |
Maximum weighted percentage in market approach | 50.00% | ||
Initial estimated useful life of intangible assets | 8 years 4 months 24 days | 11 years 3 months 18 days | |
Number of primary service offerings generates majority of revenue | Service | 4 | ||
Executive membership recognition period | 12 months | ||
Expiration period for non-cancelable operating lease agreements for our offices, beginning | 2,016 | ||
Expiration period for non-cancelable operating lease agreements for our offices, ending | 2,032 | ||
Advertising expense | $ 1,700 | $ 1,300 | $ 800 |
Maximum length of time of hedging exposed to variability of future cash flows | 12 months | ||
Anti-dilutive securities excluded from computation of earnings per share, amount | shares | 0.4 | ||
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Initial estimated useful life of intangible assets | 1 year | ||
Uncertain tax position recognition percentage | 50.00% | ||
Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Initial estimated useful life of intangible assets | 20 years | ||
Furniture, Fixtures and Equipment [Member] | Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Useful life | 3 years | ||
Furniture, Fixtures and Equipment [Member] | Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Useful life | 7 years | ||
Capitalized Software and Web Site Development Costs [Member] | Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Useful life | 3 years | ||
Capitalized Software and Web Site Development Costs [Member] | Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Useful life | 5 years | ||
Allowance for Uncollectible Revenue [Member] | |||
Significant Accounting Policies [Line Items] | |||
Revenue recognition period | 12 months |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Reconciliation of Basic to Diluted Weighted Average Common Shares Outstanding (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Basic weighted average shares outstanding | 33,367 | 33,666 | 33,543 |
Effect of dilutive shares outstanding | 305 | 373 | 400 |
Diluted weighted average shares outstanding | 33,672 | 34,039 | 33,943 |
Recent Accounting Pronounceme50
Recent Accounting Pronouncements - Additional Information (Detail) $ in Millions | Dec. 31, 2014USD ($) |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Adjusting in reclassification increase in deferred tax assets non-current | $ 15.3 |
Adjusting in reclassification decrease in deferred tax liabilities non-current. | (4.3) |
Scenario, Previously Reported [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Adjusting in reclassification of prepaid expenses and other current assets to debt liability | 2.1 |
Adjusting in reclassification of Other non-current assets to debt liability | $ 2.8 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)BusinessEntityInvestment | Dec. 31, 2014USD ($)BusinessEntityInvestment | Dec. 31, 2013USD ($) | |
Business Acquisition [Line Items] | |||
Business consideration, net of cash acquired | $ 56,647 | $ 58,902 | |
Number of businesses acquired | Business | 4 | 2 | |
Goodwill amount related to acquisition | $ 40,130 | $ 43,584 | |
Intangible assets acquired | $ 24,200 | $ 25,700 | |
Amortization period | 4 years | 4 years | |
Other investments in private entity | $ 5,298 | $ 8,567 | $ 11,213 |
Number of private entity investments | Entity | 6 | ||
Gain on cost method investment | $ 6,585 | ||
Number of investment | Investment | 9 | 4 | |
Carrying value of company's investment | $ 23,300 | $ 18,500 | |
Available-for-Sale Securities [Member] | |||
Business Acquisition [Line Items] | |||
Number of private entity investments | Entity | 2 | 1 | |
Other investments available-for-sale securities in private entity | $ 600 | $ 2,600 | |
Fair value of available-for-sale securities | $ 3,500 | $ 2,600 | |
Equity Method [Member] | |||
Business Acquisition [Line Items] | |||
Number of private entity investments | Entity | 1 | 1 | |
Carrying value of company's investment | $ 6,100 | $ 7,500 | |
Private Entity Investments [Member] | |||
Business Acquisition [Line Items] | |||
Other investments in private entity | $ 4,800 | ||
PayScale [Member] | |||
Business Acquisition [Line Items] | |||
Gain on cost method investment | $ 6,600 |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement of Financial Assets and Liabilities at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Level 1 [Member] | ||
Financial assets | ||
Cash and cash equivalents | $ 113,329 | $ 114,934 |
Level 2 [Member] | ||
Financial assets | ||
Investments held through variable insurance products in a Rabbi Trust | 20,234 | 19,357 |
Level 2 [Member] | Forward Currency Contracts [Member] | ||
Financial liabilities | ||
Fair value of derivative liability | 179 | 23 |
Level 2 [Member] | Interest Rate Swaps [Member] | ||
Financial liabilities | ||
Fair value of derivative liability | 717 | |
Level 3 [Member] | ||
Financial assets | ||
Available-for-sale securities | $ 3,463 | $ 2,643 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes to Fair Values Classified within Level 3 (Detail) - Level 3 [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning of year | $ 2,643 |
Total gains recognized | 245 |
End of year | 3,463 |
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 | $ 575 |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 287,785 | $ 285,282 |
Allowance for uncollectible revenue | (2,737) | (2,213) |
Total accounts receivable, net | 285,048 | 283,069 |
Billed [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 191,089 | 203,575 |
Unbilled [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 96,696 | $ 81,707 |
Property and Equipment , Net -
Property and Equipment , Net - Summary of Property and Equipment , Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Abstract] | ||
Furniture, fixtures, and equipment | $ 65,572 | $ 66,684 |
Leasehold improvements | 96,224 | 96,254 |
Computer software and website development costs | 83,011 | 74,059 |
Property and equipment, gross | 244,807 | 236,997 |
Accumulated depreciation | (142,470) | (124,473) |
Total property and equipment, net | $ 102,337 | $ 112,524 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Net book value of assets | $ 24.6 | $ 29.5 | |
Depreciation expense | 32.1 | 29.4 | $ 25.2 |
Capitalized Software and Web Site Development Costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 13.7 | $ 10.2 | $ 7.4 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Oct. 01, 2015 | |
Goodwill [Line Items] | |||
Gross goodwill, beginning of year | $ 482,707 | $ 465,375 | |
Goodwill acquired | 40,130 | 43,584 | |
Purchase accounting adjustments | (1,499) | (2,479) | |
Impact of foreign currency | (21,429) | (23,773) | |
Gross goodwill, end of year | 499,909 | 482,707 | |
Accumulated impairment loss, beginning of year | (41,500) | (22,600) | |
Impairment loss | (18,900) | (18,900) | |
Accumulated impairment loss, end of year | (41,500) | (41,500) | |
Net goodwill, end of year | 458,409 | 441,207 | |
CEB Segment [Member] | |||
Goodwill [Line Items] | |||
Gross goodwill, beginning of year | 134,723 | 93,719 | |
Goodwill acquired | 40,130 | 43,584 | |
Purchase accounting adjustments | (1,499) | (2,479) | |
Impact of foreign currency | (2,468) | (101) | |
Gross goodwill, end of year | 170,886 | 134,723 | |
Accumulated impairment loss, beginning of year | (41,500) | (22,600) | |
Impairment loss | (18,900) | ||
Accumulated impairment loss, end of year | (41,500) | (41,500) | |
Net goodwill, end of year | 129,386 | 93,223 | |
CEB Talent Assessment Segment [Member] | |||
Goodwill [Line Items] | |||
Gross goodwill, beginning of year | 347,984 | 371,656 | |
Impact of foreign currency | (18,961) | (23,672) | |
Gross goodwill, end of year | 329,023 | 347,984 | |
Net goodwill, end of year | $ 329,023 | $ 347,984 | $ 338,100 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 01, 2015 | Jun. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Line Items] | ||||||
Goodwill | $ 458,409 | $ 441,207 | ||||
Impairment loss | 39,700 | $ 22,600 | ||||
Intangible asset impairment loss | 20,800 | |||||
Goodwill impairment loss | 18,900 | 18,900 | ||||
Customer Relationships [Member] | ||||||
Goodwill [Line Items] | ||||||
Intangible asset impairment loss | $ 20,800 | 20,800 | ||||
CEB Talent Assessment Segment [Member] | ||||||
Goodwill [Line Items] | ||||||
Carrying value of reporting unit | $ 575,200 | |||||
Goodwill | 338,100 | 329,023 | 347,984 | |||
Amortizable intangible assets | $ 201,600 | |||||
Percentage exceeded in estimated value over carrying value | 4.00% | |||||
PDRI [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill | 12,400 | |||||
Impairment loss | 39,700 | |||||
Goodwill impairment loss | 18,900 | $ 22,600 | ||||
PDRI [Member] | Customer Relationships [Member] | ||||||
Goodwill [Line Items] | ||||||
Intangible asset impairment loss | 20,800 | |||||
Estimated fair value | $ 7,900 | $ 7,900 | ||||
Deferred income tax liability | 14,200 | |||||
Reduction in deferred tax liability | $ 8,000 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets by Major Class (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 386,889 | $ 378,281 | |
Impairment Loss | 20,800 | ||
Accumulated Amortization | 156,209 | 97,098 | |
Net Carrying Amount | $ 230,680 | $ 260,383 | |
Weighted Average Amortization Period (in Years) | 8 years 4 months 24 days | 11 years 3 months 18 days | |
Customer Relationships [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 210,810 | $ 202,981 | |
Impairment Loss | $ 20,800 | 20,800 | |
Accumulated Amortization | 79,812 | 45,116 | |
Net Carrying Amount | $ 130,998 | $ 137,065 | |
Weighted Average Amortization Period (in Years) | 9 years 7 months 6 days | 11 years | |
Acquired Intellectual Property [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 97,176 | $ 97,685 | |
Accumulated Amortization | 38,665 | 29,200 | |
Net Carrying Amount | $ 58,511 | $ 68,485 | |
Weighted Average Amortization Period (in Years) | 10 years 7 months 6 days | 12 years | |
Trade Names [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 59,638 | $ 62,499 | |
Accumulated Amortization | 24,308 | 12,547 | |
Net Carrying Amount | $ 35,330 | $ 49,952 | |
Weighted Average Amortization Period (in Years) | 10 months 24 days | 12 years 3 months 18 days | |
Software [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 19,265 | $ 15,116 | |
Accumulated Amortization | 13,424 | 10,235 | |
Net Carrying Amount | $ 5,841 | $ 4,881 | |
Weighted Average Amortization Period (in Years) | 2 years 10 months 24 days | 1 year 6 months |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 41,900 | $ 38,900 | $ 34,900 | ||
Amortization expense through December 31, 2016 | $ 67,118 | 67,118 | |||
Carrying value | 230,680 | 230,680 | 260,383 | ||
Pre-tax impairment loss | 20,800 | ||||
Customer Relationships [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Carrying value | 130,998 | 130,998 | 137,065 | ||
Pre-tax impairment loss | $ 20,800 | 20,800 | |||
CEB Talent Assessment [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Amortization expense | 8,000 | ||||
Decrease in net income | $ 6,400 | ||||
Decrease In earnings per share | $ 0.19 | ||||
Amortization expense through December 31, 2016 | $ 35,200 | $ 35,200 | |||
PDRI [Member] | Customer Relationships [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Estimated fair value of asset | 7,900 | 7,900 | |||
Carrying value | $ 28,700 | ||||
Pre-tax impairment loss | $ 20,800 |
Intangible Assets, Net - Intang
Intangible Assets, Net - Intangible Assets Expected Future Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 67,118 | |
2,017 | 28,722 | |
2,018 | 27,558 | |
2,019 | 19,633 | |
2,020 | 14,447 | |
Thereafter | 73,202 | |
Total | $ 230,680 | $ 260,383 |
Accounts Payable and Accrued 62
Accounts Payable and Accrued Liabilities - Summary of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Accounts payable | $ 12,301 | $ 6,653 |
Advanced membership payments received | 17,352 | 14,785 |
Other accrued liabilities | 58,754 | 68,258 |
Total accounts payable and accrued liabilities | $ 88,407 | $ 89,696 |
Other Liabilities - Other Liabi
Other Liabilities - Other Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Deferred compensation | $ 17,553 | $ 19,145 |
Lease incentives | 37,239 | 39,628 |
Deferred rent benefit | 37,833 | 37,104 |
Deferred revenue – long term | 4,396 | 13,867 |
Other | 10,571 | 13,088 |
Total other liabilities | $ 107,592 | $ 122,832 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total principal outstanding | $ 567,500 | $ 507,250 |
Total unamortized debt issuance costs | 6,134 | 6,612 |
Principal less unamortized debt issuance costs | 561,366 | 500,638 |
Less: current portion | 4,948 | 15,544 |
Debt – long term | 556,418 | 485,094 |
Senior Secured Credit Facility [Member] | Revolving Commitments [Member] | ||
Debt Instrument [Line Items] | ||
Total principal outstanding | 70,000 | |
Senior Secured Credit Facility [Member] | Term loan [Member] | ||
Debt Instrument [Line Items] | ||
Total principal outstanding | 247,500 | 507,250 |
Total unamortized debt issuance costs | 2,593 | 6,612 |
Senior Secured Credit Facility [Member] | Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total principal outstanding | $ 567,500 | |
Senior Notes [Member] | Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total principal outstanding | 250,000 | |
Total unamortized debt issuance costs | $ 3,541 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Jan. 01, 2016 | Jun. 09, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 08, 2015 |
Debt Instrument [Line Items] | ||||||
Loss on debt extinguishment | $ 3,700,000 | |||||
Debt modification expense | 1,100,000 | |||||
Debt extinguishment costs | 4,775,000 | $ 6,691,000 | ||||
Capitalized debt issuance costs | 8,800,000 | |||||
Amortization of debt issuance costs | 2,058,000 | $ 2,614,000 | 2,775,000 | |||
Debt repaid | $ 264,750,000 | 10,752,000 | 32,002,000 | |||
Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage change in present value of future cash flows between investment | 10.00% | |||||
Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage change in present value of future cash flows between investment | 10.00% | |||||
Revolving Commitments [Member] | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Debt repaid | $ 40,000,000 | |||||
Notes [Member] | Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior notes, aggregate principal amount | $ 250,000,000 | |||||
Issue price, percentage | 100.00% | |||||
Debt instrument, stated interest rate | 5.625% | |||||
Debt instrument maturity date | Jun. 15, 2023 | |||||
Debt Instrument, frequency of Periodic interest Payment | The Notes bear interest at a rate of 5.625%, pay interest semi-annually in cash in arrears on June 15 and December 15 of each year beginning on December 15, 2015, and mature on June 15, 2023. | |||||
Capitalized debt issuance costs | $ 3,500,000 | |||||
Senior Secured Credit Facility [Member] | Revolving Commitments [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 250,000,000 | $ 200,000,000 | ||||
Credit facility maturity date | Jun. 9, 2020 | |||||
Debt instrument, weighted average annual interest rate | 1.83% | |||||
Capitalized debt issuance costs | $ 2,700,000 | |||||
Senior Secured Credit Facility [Member] | Revolving Commitments [Member] | Eurodollar [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage added to annual referred interest rate on the Secured Credit Facilities | 1.50% | |||||
Senior Secured Credit Facility [Member] | Revolving Commitments [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage added to annual referred interest rate on the Secured Credit Facilities | 0.50% | |||||
Senior Secured Credit Facility [Member] | Existing Revolving Commitments [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Increase in aggregate principal amount | $ 50,000,000 | |||||
Senior Secured Credit Facility [Member] | Term A-2 Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Installment payment as a percentage of principal, first two years | 2.00% | |||||
Installment payment as a percentage of principal, next three years | 4.00% | |||||
Debt instrument, annual interest rate | 1.92% | |||||
Capitalized debt issuance costs | $ 2,600,000 | |||||
Senior Secured Credit Facility [Member] | Term A-2 Loans [Member] | Eurodollar [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage added to annual referred interest rate on the Secured Credit Facilities | 1.50% | |||||
Senior Secured Credit Facility [Member] | Term A-2 Loans [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage added to annual referred interest rate on the Secured Credit Facilities | 0.50% | |||||
Senior Secured Credit Facility [Member] | Revolving Commitments and Term Loans Member [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt issuance costs | $ 2,100,000 | 2,600,000 | 2,800,000 | |||
Interest paid | 17,200,000 | 15,600,000 | $ 20,300,000 | |||
Retained earnings restricted from dividend payments | $ 179,300,000 | $ 191,500,000 |
Debt - Future Minimum Payments
Debt - Future Minimum Payments for Senior Secured Credit Facility and Notes (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total principal payments | $ 567,500 | $ 507,250 |
Senior Secured Credit Facility [Member] | Notes [Member] | ||
Debt Instrument [Line Items] | ||
2,016 | 5,000 | |
2,017 | 7,500 | |
2,018 | 10,000 | |
2,019 | 10,000 | |
2,020 | 285,000 | |
Thereafter | 250,000 | |
Total principal payments | $ 567,500 |
Derivative Instruments and He67
Derivative Instruments and Hedging - Additional Information (Detail) | 12 Months Ended | |||||
Dec. 31, 2015AUD | Jan. 31, 2016AUD | Jan. 31, 2016EUR (€) | Dec. 31, 2015EUR (€) | Jul. 31, 2015USD ($) | Oct. 31, 2013USD ($) | |
Derivative [Line Items] | ||||||
Termination payment | $ 2,300,000 | |||||
Maximum length of time of hedging exposed to variability of future cash flows | 12 months | |||||
Foreign Currency Hedge [Member] | ||||||
Derivative [Line Items] | ||||||
Maximum length of time of hedging exposed to variability of future cash flows | 12 months | |||||
Term A-1 Loans [Member] | ||||||
Derivative [Line Items] | ||||||
Debt instrument maturity date | Aug. 2, 2018 | |||||
Interest Rate Swaps [Member] | ||||||
Derivative [Line Items] | ||||||
Interest rate swap arrangements, amortized notional amount | $ 232,000,000 | |||||
Interest Rate Swaps [Member] | Term A-1 Loans [Member] | ||||||
Derivative [Line Items] | ||||||
Interest payments on the hedged debt | 1.34% | |||||
Derivatives Designated as Hedging Instruments [Member] | Forward Currency Contracts [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity Date | Dec. 31, 2016 | |||||
Derivatives notional amount | AUD 2,900,000 | € 2,100,000 | ||||
Derivatives Designated as Hedging Instruments [Member] | Interest Rate Swaps [Member] | ||||||
Derivative [Line Items] | ||||||
Derivatives notional amount | $ 275,000,000 | |||||
Subsequent Event | Derivatives Designated as Hedging Instruments [Member] | Forward Currency Contracts [Member] | ||||||
Derivative [Line Items] | ||||||
Derivatives notional amount | AUD 9,900,000 | € 7,100,000 |
Derivative Instruments and He68
Derivative Instruments and Hedging - Fair Value of Derivative Instruments (Detail) - Derivatives Designated as Hedging Instruments [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts Payable and Accrued Liabilities [Member] | ||
Liability Derivatives | ||
Accounts payable, accrued liabilities and other liabilities | $ 179 | $ 23 |
Other Liabilities [Member] | ||
Liability Derivatives | ||
Accounts payable, accrued liabilities and other liabilities | $ 717 |
Derivative Instruments and He69
Derivative Instruments and Hedging - Pre-Tax Effect of Derivative Instruments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | $ 256 | $ (2,599) |
Revenue [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | 2,046 | |
Cost of Services [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | 26 | 300 |
Member Relations and Marketing [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | 26 | 247 |
General and Administrative [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | 8 | 120 |
Interest Expense [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | (1,940) | (3,266) |
Other Income, Net [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | 90 | |
Forward Currency Exchange Contracts [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective portion) | 2,000 | 34 |
Interest Rate Swaps [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective portion) | $ (2,958) | $ (4,863) |
Stockholders' Equity and Shar70
Stockholders' Equity and Share-based Compensation - Additional Information (Detail) | Feb. 19, 2016shares | Feb. 20, 2015shares | Feb. 29, 2016USD ($)$ / shares | Feb. 28, 2013USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2015$ / shares | Jun. 30, 2015$ / shares | Mar. 31, 2015$ / shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)shares | Feb. 28, 2015USD ($) | Jun. 30, 2012shares | Jun. 07, 2012shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Recognized total share-based compensation costs | $ | $ 17,900,000 | $ 15,600,000 | $ 12,500,000 | |||||||||||
Authorization of common stock repurchase | $ | $ 50,000,000 | $ 100,000,000 | ||||||||||||
Stock repurchase program expiration date | Dec. 31, 2016 | |||||||||||||
Authorization of common stock repurchase remained unused | $ | $ 39,600,000 | 39,600,000 | ||||||||||||
Cost of shares repurchased | $ | $ 68,963,000 | $ 37,370,000 | $ 9,806,000 | |||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||
First Quarter [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Dividend date of record | Mar. 15, 2016 | |||||||||||||
Dividend date of declared | 2016-02 | 2016-02 | ||||||||||||
Dividend payment date | Mar. 31, 2016 | |||||||||||||
Dividends declared and paid per share | $ / shares | $ 0.375 | |||||||||||||
Fourth Quarter [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Dividends declared and paid per share | $ / shares | $ 0.375 | |||||||||||||
Third Quarter [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Dividends declared and paid per share | $ / shares | $ 0.375 | |||||||||||||
Second Quarter [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Dividends declared and paid per share | $ / shares | $ 0.375 | |||||||||||||
Scenario, Forecast [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Authorization of common stock repurchase | $ | $ 150,000,000 | |||||||||||||
Stock repurchase program expiration date | Dec. 31, 2017 | |||||||||||||
Scenario, Forecast [Member] | First Quarter [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Cash dividend declared per share | $ / shares | $ 0.4125 | |||||||||||||
Share Repurchased Publicly Announced Plans [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares repurchased | 800,000 | 400,000 | 200,000 | |||||||||||
Cost of shares repurchased | $ | $ 60,400,000 | $ 30,000,000 | $ 2,700,000 | |||||||||||
2012 Stock Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Issuance of common stock under stock incentive plan | 5,500,000 | |||||||||||||
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 | |||||||||||||
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 | $ | $ 7,100,000 | $ 6,200,000 | $ 5,000,000 | |||||||||||
Total unrecognized share-based compensation cost which is expected to be recognized | $ | $ 28,400,000 | $ 28,400,000 | ||||||||||||
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] | ||||||||||||||
Number of Performance Based Stock Awards, Vested | 60,000 | 170,754 | ||||||||||||
Aggregate intrinsic value of common stock options, exercised | $ | $ 4,100,000 | $ 3,500,000 | ||||||||||||
Vested stock appreciation rights, outstanding, intrinsic value | $ | $ 1,900,000 | $ 1,900,000 | $ 6,000,000 | |||||||||||
Weighted average remaining contractual life | 1 year 8 months 9 days | |||||||||||||
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 | |||||||||||||
Performance Based Stock Awards (PSAs) [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of performance based stock awards, issued | 29,700 | |||||||||||||
Number of Performance Based Stock Awards, Vested | 18,584 | 29,700 | ||||||||||||
Performance Based Stock Awards (PSAs) [Member] | Subsequent Event | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of performance based stock awards, issued | 18,584 |
Stockholders' Equity and Shar71
Stockholders' Equity and Share-based Compensation - Summarization of Changes in Restricted Stock Units (Detail) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Restricted Stock Units, Nonvested, beginning of year | 717,137 | 749,955 | 782,517 |
Number of Restricted Stock Units, Granted | 311,164 | 340,298 | 320,204 |
Number of Restricted Stock Units, Forfeited | (58,067) | (77,652) | (27,489) |
Number of Restricted Stock Units, Vested | (276,202) | (295,464) | (325,277) |
Number of Restricted Stock Units, Nonvested, end of year | 694,032 | 717,137 | 749,955 |
Weighted Average Grant Date Fair Value, Nonvested, beginning of year | $ 58.51 | $ 46.03 | $ 33.83 |
Weighted Average Grant Date Fair Value, Granted | 74.19 | 69.70 | 56.65 |
Weighted Average Grant Date Fair Value, Forfeited | 65.84 | 54.57 | 45.35 |
Weighted Average Grant Date Fair Value, Vested | 53.06 | 40.76 | 27.18 |
Weighted Average Grant Date Fair Value, Nonvested, end of year | $ 67.10 | $ 58.51 | $ 46.03 |
Stockholders' Equity and Shar72
Stockholders' Equity and Share-based Compensation - Summary of Changes in Performance Based Stock Awards (Detail) - Performance Based Stock Awards (PSAs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Restricted Stock Units, Nonvested, beginning of year | 47,988 | 60,639 | 32,834 |
Number of Performance Based Stock Awards, Granted | 31,941 | 29,873 | 27,805 |
Number of Performance Based Stock Awards, Forfeited | (5,125) | (11,909) | |
Number of Performance Based Stock Awards, Performance adjustment | (10,988) | (915) | |
Number of Performance Based Stock Awards, Vested | (18,584) | (29,700) | |
Number of Restricted Stock Units, Nonvested, end of year | 45,232 | 47,988 | 60,639 |
Weighted Average Grant Date Fair Value, Nonvested, beginning of year | $ 64.48 | $ 48.42 | $ 41.87 |
Weighted Average Grant Date Fair Value, Granted | 72.39 | 69.44 | 56.15 |
Weighted Average Grant Date Fair Value, Forfeited | 68.28 | 52.60 | |
Weighted Average Grant Date Fair Value, Performance adjustment | 70.36 | 50.57 | |
Weighted Average Grant Date Fair Value, Vested | 56.60 | 41.87 | |
Weighted Average Grant Date Fair Value, Nonvested, end of year | $ 71.45 | $ 64.48 | $ 48.42 |
Stockholders' Equity and Shar73
Stockholders' Equity and Share-based Compensation - Summary of Changes in Stock Appreciation Rights (Detail) - Stock Appreciation Rights (SARs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options Outstanding, beginning of year | 170,754 | 587,998 | 981,133 |
Number of Stock Appreciation Rights, Granted | 0 | 0 | 0 |
Number of Stock Appreciation Rights, Forfeited | 0 | (850) | (221,010) |
Number of Stock Appreciation Rights, Exercised | (110,754) | (416,394) | (172,125) |
Number of Options Outstanding, end of year | 60,000 | 170,754 | 587,998 |
Number of Stock Appreciation Rights, Vested or expected to vest, end of year | 60,000 | 170,754 | 585,898 |
Number of Stock Appreciation Rights, Exercisable, end of year | 60,000 | 170,754 | 572,998 |
Weighted Average Exercise Price, Outstanding, beginning of year | $ 37.14 | $ 58.87 | $ 64.53 |
Weighted Average Exercise Price, Granted | 0 | 0 | 0 |
Weighted Average Exercise Price, Forfeited | 0 | 74.98 | 97.56 |
Weighted Average Exercise Price, Exercised | 41 | 67.74 | 41.47 |
Weighted Average Exercise Price, Outstanding, end of year | 30.01 | 37.14 | 58.87 |
Weighted Average Exercise Price, Vested or expected to vest, end of year | 30.01 | 37.14 | 58.97 |
Weighted Average Exercise Price, Exercisable, end of year | $ 30.01 | $ 37.14 | $ 59.62 |
Restructuring Costs - Additiona
Restructuring Costs - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Cost And Reserve [Line Items] | |||
Restructuring costs | $ 6,361 | $ 1,830 | |
2015 Plan [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Pre-tax restructuring charges | 6,000 | ||
Restructuring costs | 5,100 | ||
2014 Plan [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Pre-tax restructuring charges | $ 3,100 | $ 3,100 | |
Restructuring costs | $ 1,800 | $ 1,200 |
Income Taxes - Components of In
Income Taxes - Components of Income before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
US sources | $ 103,660 | $ 85,462 | $ 67,248 |
Non-US sources | 13,872 | 6,388 | (6,810) |
Income before provision for income taxes | $ 117,532 | $ 91,850 | $ 60,438 |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Tax (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current tax expense | |||
Federal | $ 21,099 | $ 48,926 | $ 30,421 |
State and local | 4,894 | 12,300 | 6,901 |
Foreign | 5,758 | 846 | 3,411 |
Total current tax expense | 31,751 | 62,072 | 40,733 |
Deferred tax (benefit) expense | |||
Federal | (696) | (13,193) | 425 |
State and local | (241) | (1,995) | (397) |
Foreign | (5,810) | (6,206) | (12,294) |
Total deferred tax (benefit) expense | (6,747) | (21,394) | (12,266) |
Provision for income taxes | $ 25,004 | $ 40,678 | $ 28,467 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax [Line Items] | ||||
Income tax payments | $ 51,600 | $ 41,600 | $ 43,400 | |
Benefit claimed for foreign tax and other credits | 3,900 | |||
Benefit claimed for domestic manufacturing deduction | 4,600 | |||
Valuation allowances decrease | (3,600) | |||
Operating loss carryforwards, valuation allowance | 1,700 | |||
Deferred tax asset valuation allowance | 6,510 | 10,136 | ||
Tax credit carried forwards resulting in deferred tax asset | 5,100 | 7,200 | ||
Valuation allowance related to tax credit carryforwards | $ 5,100 | 7,200 | ||
Tax credit carryforward description | Expire in years 2016 through 2018 | |||
Undistributed earnings foreign subsidiaries | $ 91,700 | 59,800 | 37,600 | |
Uncertain tax benefits | 21,101 | 21,821 | 16,044 | $ 5,074 |
Uncertain tax benefits, affect effective tax rate | 16,700 | |||
Interest and penalty expense related to uncertain tax positions | (600) | 200 | $ (200) | |
Accrued interest and penalties | 1,200 | $ 1,800 | ||
Claims related to income apportionment with certain state taxing jurisdictions | 15,500 | |||
Outstanding uncertain tax benefits that might or might not be settled | 15,500 | |||
Unrecognized tax benefits reasonably possible to be decrease next year | 15,500 | |||
Unrecognized tax benefits reasonably possible to be recognized next year | $ 100 | |||
Examination of income tax returns, description | The Internal Revenue Service notified the Company that the 2011 tax year has been selected for examination. | |||
Domestic Tax Authority [Member] | ||||
Income Tax [Line Items] | ||||
US Federal net operating loss carry forwards | $ 4,200 | |||
Foreign Country [Member] | ||||
Income Tax [Line Items] | ||||
Operating loss carryforward under current local tax laws expiration beginning year | 2,024 | |||
Net operating losses available for carryforward under UK tax law | $ 2,600 | |||
Indefinite operating loss carryforwards under current local tax laws | 2,000 | |||
Operating loss carryforward under current local tax laws, set to expire from 2030 | 600 | |||
Foreign Country [Member] | UNITED KINGDOM | ||||
Income Tax [Line Items] | ||||
Non-trading loss carryforwards available under UK tax law | 10,700 | |||
Deferred tax asset valuation allowance | $ 1,400 | |||
Minimum [Member] | Domestic Tax Authority [Member] | ||||
Income Tax [Line Items] | ||||
Operating loss carryforward under current local tax laws expiration beginning year | 2,028 | |||
Maximum [Member] | Domestic Tax Authority [Member] | ||||
Income Tax [Line Items] | ||||
Operating loss carryforward under current local tax laws expiration beginning year | 2,031 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate to US Federal Income Tax Statutory Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Statutory US federal income tax rate | 35.00% | 35.00% | 35.00% |
Effect of foreign tax rates | 1.50% | 2.30% | 8.10% |
State income taxes, net of US federal benefit | 3.60% | 6.60% | 7.50% |
Goodwill impairment | 7.20% | 13.10% | |
Effect of financing | (6.10%) | (6.50%) | (10.40%) |
Foreign exchange differences | (0.40%) | (1.50%) | (5.50%) |
Change in valuation allowance | (1.50%) | (1.70%) | 4.10% |
Tax rate changes | (1.80%) | (8.30%) | |
Domestic manufacturing deduction | (4.90%) | ||
Foreign tax and other credits | (5.80%) | ||
Disallowed expenses, including transaction costs | 1.10% | 2.20% | 1.90% |
Other | 0.60% | 0.70% | 1.60% |
Effective tax rate | 21.30% | 44.30% | 47.10% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets | ||
Share-based compensation | $ 5,638 | $ 4,808 |
Accrued incentive compensation | 16,259 | 17,091 |
Accruals and reserves | 1,762 | 1,759 |
Net operating loss and tax credit carryforwards | 10,232 | 16,132 |
Deferred compensation plan | 6,935 | 6,550 |
Deferred revenue | 5,946 | 13,954 |
Operating leases and lease incentives | 25,672 | 25,270 |
Total deferred tax assets | 72,444 | 85,564 |
Valuation allowance | (6,510) | (10,136) |
Total deferred tax assets, net of valuation allowance | 65,934 | 75,428 |
Deferred tax liabilities | ||
Deferred incentive compensation | 5,700 | 9,165 |
Depreciation | 12,795 | 12,402 |
Goodwill and intangibles | 56,590 | 65,789 |
Other | 2,227 | 2,082 |
Total deferred tax liabilities | 77,312 | 89,438 |
Net deferred tax liabilities | $ 11,378 | $ 14,010 |
Income Taxes - Reconciliation80
Income Taxes - Reconciliation of Beginning and Ending Unrecognized Tax Benefit (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of the year | $ 21,821 | $ 16,044 | $ 5,074 |
Additions based on tax positions related to the current year | 1,056 | 805 | 1,686 |
Additions for tax positions of prior years | 87 | 6,654 | 10,856 |
Reductions for tax positions of prior years | (1,255) | (318) | (467) |
Reductions for lapse of statute of limitations | (608) | (1,364) | (1,105) |
Balance at end of the year | $ 21,101 | $ 21,821 | $ 16,044 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
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 | $ 6,800,000 | $ 6,600,000 | $ 6,400,000 |
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 | 26,335 | 21,605 | 19,616 |
Common stock available for issuance under Employee Stock Purchase Plan | 600,000 | ||
Earnings (losses) associated with the deferred compensation plan's assets | $ (600,000) | $ 700,000 | $ 2,100,000 |
Discretionary contribution for deferred compensation plan | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2015USD ($) | Jul. 31, 2014USD ($)ft²Facility | Sep. 30, 2013USD ($)ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Feb. 28, 2015USD ($) | Jan. 31, 2015USD ($) | |
Commitments Contingencies And Guarantees [Line Items] | ||||||||
Leased office facilities expiration date | Jan. 31, 2032 | |||||||
Area under lease agreement | ft² | 349,000 | |||||||
Term of operating lease | 15 years | |||||||
Aggregate rent expense in future years | $ 22,000,000 | |||||||
Estimated lease incentives | $ 37,239,000 | $ 39,628,000 | ||||||
Escrow deposit | $ 5,000,000 | |||||||
Letter of credit to satisfy security deposit | $ 3,600,000 | |||||||
Number of existing facilities assigned to new lessor | Facility | 1 | |||||||
Additional office space rented | ft² | 29,000 | |||||||
Subleases, description | This expansion period began in October 2014 and will co-terminate with the subtenants other subleases in January 2028. | |||||||
Additional amount received for duration of sublease | $ 21,500,000 | |||||||
Rent expense, net of sublease income | $ 32,900,000 | 30,500,000 | $ 29,800,000 | |||||
Certain sales liabilities | 1,300,000 | $ 4,500,000 | ||||||
Payments under voluntary sales tax disclosure agreement | $ 3,700,000 | |||||||
Total outstanding letters of credit | 11,300,000 | |||||||
Amounts drawn on letter of credit agreements | $ 0 | |||||||
Sub-leases [Member] | ||||||||
Commitments Contingencies And Guarantees [Line Items] | ||||||||
Leased office facilities expiration date | 2028-01 | |||||||
Arlington [Member] | ||||||||
Commitments Contingencies And Guarantees [Line Items] | ||||||||
Estimated lease incentives | $ 56,000,000 |
Commitments and Contingencies83
Commitments and Contingencies - Future Minimum Rental Payments under Non-Cancelable Operating Leases and Future Minimum Receipts under Subleases (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Operating lease obligations, Total | $ 918,744 |
Sublease receipts, Total | (286,141) |
Total net lease obligations, Total | 632,603 |
Operating lease obligations, YE 2015 | 53,905 |
Subleases receipts, YE 2015 | (22,269) |
Total net lease obligations, YE 2015 | 31,636 |
Operating lease obligations, YE 2016 | 52,320 |
Subleases receipts, YE 2016 | (22,358) |
Total net lease obligations, YE 2016 | 29,962 |
Operating lease obligations, YE 2017 | 72,207 |
Subleases receipts, YE 2017 | (28,415) |
Total net lease obligations, YE 2017 | 43,792 |
Operating lease obligations, YE 2018 | 66,311 |
Subleases receipts, YE 2018 | (24,267) |
Total net lease obligations, YE 2018 | 42,044 |
Operating lease obligations, YE 2019 | 66,886 |
Subleases receipts, YE 2019 | (24,769) |
Total net lease obligations, YE 2019 | 42,117 |
Operating lease obligations, Thereafter | 607,115 |
Subleases receipts, Thereafter | (164,063) |
Total net lease obligations, Thereafter | $ 443,052 |
Changes in Accumulated Elemen84
Changes in Accumulated Elements of Other Comprehensive Income (Loss) - Schedule of Changes in Accumulated Balances of Each Component of Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | $ (5,589) | ||
Net unrealized (losses) gains | (579) | ||
Reclassification of losses (gains) into earnings | (239) | ||
Translation of net investments in foreign operations | (38,549) | $ (47,538) | $ 14,761 |
Net change in Accumulated other comprehensive income (loss) | (39,367) | ||
Ending balance | (44,956) | (5,589) | |
Cash Flow Hedges, Net of Tax [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (429) | ||
Net unrealized (losses) gains | (579) | ||
Reclassification of losses (gains) into earnings | (239) | ||
Net change in Accumulated other comprehensive income (loss) | (818) | ||
Ending balance | (1,247) | (429) | |
Foreign Currency Translation Adjustments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (5,160) | ||
Translation of net investments in foreign operations | (38,549) | ||
Net change in Accumulated other comprehensive income (loss) | (38,549) | ||
Ending balance | $ (43,709) | $ (5,160) |
Segments and Geographic Areas -
Segments and Geographic Areas - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segments and Geographic Areas86
Segments and Geographic Areas - Schedule of Company's Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | |||||||||||
Total revenue | $ 242,935 | $ 231,936 | $ 231,964 | $ 221,599 | $ 240,102 | $ 229,008 | $ 230,427 | $ 209,437 | $ 928,434 | $ 908,974 | $ 820,053 |
Adjusted revenue | |||||||||||
Total Adjusted revenue | 931,923 | 914,980 | 829,967 | ||||||||
Operating profit (loss) | |||||||||||
Total operating profit (loss) | $ 26,916 | $ 43,438 | $ 38,838 | $ 29,970 | $ 46,348 | $ 38,049 | $ (9,230) | $ 18,478 | 139,162 | 93,645 | 90,713 |
Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | $ 243,044 | $ 229,087 | $ 209,405 | ||||||||
Adjusted EBITDA margin | |||||||||||
Total Adjusted EBITDA margin | 26.10% | 25.00% | 25.20% | ||||||||
Depreciation and amortization | |||||||||||
Total depreciation and amortization | $ 74,027 | $ 68,286 | $ 60,087 | ||||||||
CEB Segment [Member] | |||||||||||
Revenue | |||||||||||
Total revenue | 731,834 | 701,573 | 634,302 | ||||||||
Adjusted revenue | |||||||||||
Total Adjusted revenue | 732,972 | 705,110 | 634,302 | ||||||||
Operating profit (loss) | |||||||||||
Total operating profit (loss) | 147,210 | 98,108 | 103,322 | ||||||||
Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | $ 203,085 | $ 194,572 | $ 175,294 | ||||||||
Adjusted EBITDA margin | |||||||||||
Total Adjusted EBITDA margin | 27.70% | 27.60% | 27.60% | ||||||||
Depreciation and amortization | |||||||||||
Total depreciation and amortization | $ 34,377 | $ 33,707 | $ 28,356 | ||||||||
CEB Talent Assessment Segment [Member] | |||||||||||
Revenue | |||||||||||
Total revenue | 196,600 | 207,401 | 185,751 | ||||||||
Adjusted revenue | |||||||||||
Total Adjusted revenue | 198,951 | 209,870 | 195,665 | ||||||||
Operating profit (loss) | |||||||||||
Total operating profit (loss) | (8,048) | (4,463) | (12,609) | ||||||||
Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | $ 39,959 | $ 34,515 | $ 34,111 | ||||||||
Adjusted EBITDA margin | |||||||||||
Total Adjusted EBITDA margin | 20.10% | 16.40% | 17.40% | ||||||||
Depreciation and amortization | |||||||||||
Total depreciation and amortization | $ 39,650 | $ 34,579 | $ 31,731 |
Segments and Geographic Areas87
Segments and Geographic Areas - Reconciliation of Revenue to Adjusted Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting [Abstract] | |||||||||||
Revenue | $ 242,935 | $ 231,936 | $ 231,964 | $ 221,599 | $ 240,102 | $ 229,008 | $ 230,427 | $ 209,437 | $ 928,434 | $ 908,974 | $ 820,053 |
Impact of the deferred revenue fair value adjustment | 3,489 | 6,006 | 9,914 | ||||||||
Adjusted revenue | $ 931,923 | $ 914,980 | $ 829,967 |
Segments and Geographic Areas88
Segments and Geographic Areas - Reconciliation of Net Income to Adjusted EBITDA (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting [Abstract] | |||||||||||
Net income | $ 18,257 | $ 31,969 | $ 23,212 | $ 19,090 | $ 28,555 | $ 21,382 | $ (6,421) | $ 7,656 | $ 92,528 | $ 51,172 | $ 31,971 |
Provision for income taxes | 25,004 | 40,678 | 28,467 | ||||||||
Interest expense, net | 20,179 | 18,046 | 22,337 | ||||||||
Gain on cost method investment | (6,585) | ||||||||||
Debt extinguishment costs | 4,775 | 6,691 | |||||||||
Net non-operating foreign currency (gain) loss | (5,649) | (8,642) | 3,314 | ||||||||
Equity method investment loss | 1,437 | ||||||||||
Depreciation and amortization | 74,027 | 68,286 | 60,087 | ||||||||
Impact of the deferred revenue fair value adjustment | 3,489 | 6,006 | 9,914 | ||||||||
Acquisition related costs | 3,027 | 2,964 | 11,477 | ||||||||
Restructuring costs | 6,361 | 1,830 | |||||||||
Impairment loss | 39,700 | 22,600 | |||||||||
Share-based compensation | 17,866 | 15,632 | 12,547 | ||||||||
Adjusted EBITDA | $ 243,044 | $ 229,087 | $ 209,405 |
Segments and Geographic Areas89
Segments and Geographic Areas - Reconciliation of Segment Assets to Total Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Oct. 01, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash and cash equivalents | |||||
Total cash and cash equivalents | $ 113,329 | $ 114,934 | $ 119,554 | $ 72,699 | |
Accounts receivable, net | |||||
Total accounts receivable, net | 285,048 | 283,069 | |||
Goodwill | |||||
Total goodwill | 458,409 | 441,207 | |||
Intangible assets, net | |||||
Total intangible assets, net | 230,680 | 260,383 | |||
Property and equipment, net | |||||
Total property and equipment, net | 102,337 | 112,524 | |||
Total assets | |||||
Total assets | 1,338,552 | 1,347,972 | |||
CEB Segment [Member] | |||||
Cash and cash equivalents | |||||
Total cash and cash equivalents | 92,493 | 51,128 | |||
Accounts receivable, net | |||||
Total accounts receivable, net | 220,678 | 221,365 | |||
Goodwill | |||||
Total goodwill | 129,386 | 93,223 | |||
Intangible assets, net | |||||
Total intangible assets, net | 47,051 | 34,747 | |||
Property and equipment, net | |||||
Total property and equipment, net | 86,661 | 95,552 | |||
Total assets | |||||
Total assets | 722,806 | 626,954 | |||
CEB Talent Assessment Segment [Member] | |||||
Cash and cash equivalents | |||||
Total cash and cash equivalents | 20,836 | 63,806 | |||
Accounts receivable, net | |||||
Total accounts receivable, net | 64,370 | 61,704 | |||
Goodwill | |||||
Total goodwill | 329,023 | $ 338,100 | 347,984 | ||
Intangible assets, net | |||||
Total intangible assets, net | 183,629 | 225,636 | |||
Property and equipment, net | |||||
Total property and equipment, net | 15,676 | 16,972 | |||
Total assets | |||||
Total assets | $ 615,746 | $ 721,018 |
Segments and Geographic Areas90
Segments and Geographic Areas - Geographic Information about Revenue and Long-Lived Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | $ 242,935 | $ 231,936 | $ 231,964 | $ 221,599 | $ 240,102 | $ 229,008 | $ 230,427 | $ 209,437 | $ 928,434 | $ 908,974 | $ 820,053 |
Long-lived assets | 791,426 | 814,114 | 791,426 | 814,114 | 859,320 | ||||||
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 579,685 | 559,030 | 498,682 | ||||||||
Long-lived assets | 195,623 | 210,367 | 195,623 | 210,367 | 190,253 | ||||||
Europe [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 184,129 | 187,274 | 173,060 | ||||||||
Long-lived assets | 546,565 | 594,316 | 546,565 | 594,316 | 661,517 | ||||||
Other Countries [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 164,620 | 162,670 | 148,311 | ||||||||
Long-lived assets | $ 49,238 | $ 9,431 | $ 49,238 | $ 9,431 | $ 7,550 |
Quarterly Financial Data (Una91
Quarterly Financial Data (Unaudited) - Quarterly Financial Data of Company (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 242,935 | $ 231,936 | $ 231,964 | $ 221,599 | $ 240,102 | $ 229,008 | $ 230,427 | $ 209,437 | $ 928,434 | $ 908,974 | $ 820,053 |
Total costs and expenses | 216,019 | 188,498 | 193,126 | 191,629 | 193,754 | 190,959 | 239,657 | 190,959 | 789,272 | 815,329 | 729,340 |
Operating profit (loss) | 26,916 | 43,438 | 38,838 | 29,970 | 46,348 | 38,049 | (9,230) | 18,478 | 139,162 | 93,645 | 90,713 |
Income (loss) before provision for income taxes | 21,441 | 40,918 | 23,916 | 31,257 | 47,994 | 39,422 | (8,608) | 13,042 | |||
Net income (loss) | $ 18,257 | $ 31,969 | $ 23,212 | $ 19,090 | $ 28,555 | $ 21,382 | $ (6,421) | $ 7,656 | $ 92,528 | $ 51,172 | $ 31,971 |
Basic earnings (loss) per share | $ 0.55 | $ 0.96 | $ 0.69 | $ 0.57 | $ 0.85 | $ 0.63 | $ (0.19) | $ 0.23 | $ 2.77 | $ 1.52 | $ 0.95 |
Diluted earnings (loss) per share | $ 0.55 | $ 0.95 | $ 0.69 | $ 0.56 | $ 0.84 | $ 0.63 | $ (0.19) | $ 0.22 | $ 2.75 | $ 1.50 | $ 0.94 |
Schedule II-Valuation and Qua92
Schedule II-Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Uncollectible Revenue [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ 2,213 | $ 2,096 | $ 2,409 |
Additions Charged to Revenue | 6,735 | 6,459 | 6,859 |
Deductions from Reserve | 6,211 | 6,342 | 7,172 |
Balance at End of Year | 2,737 | 2,213 | 2,096 |
Valuation Allowance on Deferred Tax Assets [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 10,136 | 11,463 | 11,248 |
Balance Assumed with SHL Acquisition | (2,562) | ||
(Deductions)/ Additions Charged to Provision for Income Taxes | (1,718) | (1,327) | 2,777 |
Deductions from Reserve | 1,908 | ||
Balance at End of Year | $ 6,510 | $ 10,136 | $ 11,463 |