Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CEB | |
Entity Registrant Name | CEB Inc. | |
Entity Central Index Key | 1,066,104 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 32,205,904 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 160,065 | $ 113,329 |
Accounts receivable, net | 215,252 | 285,048 |
Deferred incentive compensation | 26,099 | 23,484 |
Prepaid expenses and other current assets | 34,119 | 27,651 |
Total current assets | 435,535 | 449,512 |
Deferred income taxes, net | 20,147 | 16,491 |
Property and equipment, net | 99,448 | 102,337 |
Goodwill | 448,489 | 458,409 |
Intangible assets, net | 208,426 | 230,680 |
Other non-current assets | 87,574 | 81,123 |
Total assets | 1,299,619 | 1,338,552 |
Current liabilities | ||
Accounts payable and accrued liabilities | 81,565 | 88,407 |
Accrued incentive compensation | 66,374 | 59,947 |
Deferred revenue | 484,601 | 449,694 |
Debt – current portion | 4,950 | 4,948 |
Total current liabilities | 637,490 | 602,996 |
Deferred income taxes, net | 25,127 | 27,869 |
Other liabilities | 109,853 | 107,592 |
Debt – long term | 550,410 | 556,418 |
Total liabilities | 1,322,880 | 1,294,875 |
Stockholders’ (deficit) equity | ||
Common stock, par value $0.01; 100,000,000 shares authorized; 45,644,517 and 45,424,868 shares issued and 32,238,372 and 32,906,951 shares outstanding at March 31, 2016 and December 31, 2015, respectively | 456 | 454 |
Additional paid-in-capital | 489,272 | 484,209 |
Retained earnings | 397,300 | 406,112 |
Accumulated elements of other comprehensive (loss) income | (57,207) | (44,956) |
Treasury stock, at cost, 13,406,145 and 12,517,917 shares at March 31, 2016 and December 31, 2015, respectively | (853,082) | (802,142) |
Total stockholders’ (deficit) equity | (23,261) | 43,677 |
Total liabilities and stockholders’ (deficit) equity | $ 1,299,619 | $ 1,338,552 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
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 | 45,644,517 | 45,424,868 |
Common stock, shares outstanding | 32,238,372 | 32,906,951 |
Treasury stock, at cost, shares | 13,406,145 | 12,517,917 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 223,198 | $ 221,599 |
Costs and expenses | ||
Cost of services | 79,737 | 78,659 |
Member relations and marketing | 67,983 | 66,085 |
General and administrative | 28,087 | 28,805 |
Depreciation and amortization | 25,626 | 16,842 |
Business transformation costs | 3,288 | |
Acquisition related costs | 1,457 | |
Restructuring costs | 895 | 1,238 |
Total costs and expenses | 207,073 | 191,629 |
Operating profit | 16,125 | 29,970 |
Other (expense) income, net | ||
Interest income and other | (1,273) | 5,726 |
Interest expense | (5,796) | (4,439) |
Other (expense) income, net | (7,069) | 1,287 |
Income before provision for income taxes | 9,056 | 31,257 |
Provision for income taxes | 4,513 | 12,167 |
Net income | $ 4,543 | $ 19,090 |
Earnings per share | ||
Basic | $ 0.14 | $ 0.57 |
Diluted | $ 0.14 | $ 0.56 |
Weighted average shares outstanding | ||
Basic | 32,657 | 33,517 |
Diluted | 32,886 | 33,855 |
Dividends declared and paid per share | $ 0.4125 | $ 0.3750 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net income | $ 4,543 | $ 19,090 |
Other comprehensive (loss) income | ||
Foreign currency translation adjustment | (11,786) | (31,520) |
Comprehensive (loss) income | (7,708) | (13,013) |
Foreign Currency Hedge [Member] | ||
Other comprehensive (loss) income | ||
Unrealized gain (loss) on derivatives arising during period, net of tax benefit (expense) | $ (567) | 591 |
Interest Rate Swaps [Member] | ||
Other comprehensive (loss) income | ||
Unrealized gain (loss) on derivatives arising during period, net of tax benefit (expense) | $ (1,174) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Foreign Currency Hedge [Member] | ||
Unrealized gain (loss) on derivatives arising during period, tax benefit (expense) | $ 0.1 | $ (0.3) |
Interest Rate Swaps [Member] | ||
Unrealized gain (loss) on derivatives arising during period, tax benefit (expense) | $ 0.8 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net income | $ 4,543 | $ 19,090 |
Adjustments to reconcile net income to net cash flows provided by operating activities | ||
Loss on other investments, net | 890 | |
Equity method investment loss | 334 | 837 |
Depreciation and amortization | 25,626 | 16,842 |
Amortization of credit facility issuance costs | 393 | 649 |
Deferred income taxes | (5,084) | (879) |
Share-based compensation | 4,218 | 4,403 |
Excess tax benefits from share-based compensation arrangements | (670) | (3,829) |
Net foreign currency remeasurement loss (gain) | 1,297 | (3,132) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 69,267 | 90,359 |
Deferred incentive compensation | (2,736) | (2,718) |
Prepaid expenses and other current assets | (6,303) | (7,065) |
Other non-current assets | (5,283) | (6,008) |
Accounts payable and accrued liabilities | (10,962) | (16,607) |
Accrued incentive compensation | 6,452 | 386 |
Deferred revenue | 36,957 | 29,537 |
Other liabilities | 2,486 | 2,253 |
Net cash flows provided by operating activities | 121,425 | 124,118 |
Cash flows from investing activities | ||
Purchases of property and equipment | (4,179) | (6,112) |
Cost method and other investments | (2,500) | (339) |
Net cash flows used in investing activities | (6,679) | (6,451) |
Cash flows from financing activities | ||
Borrowings from Senior Secured Credit Facilities | 35,000 | |
Debt payments | (41,250) | (2,688) |
Proceeds from issuance of common stock under the employee stock purchase plan | 401 | 366 |
Excess tax benefits from share-based compensation arrangements | 670 | 3,829 |
Purchase of treasury shares | (44,757) | (6,092) |
Withholding of shares to satisfy minimum employee tax withholding for equity awards | (3,633) | (6,605) |
Payment of dividends | (13,354) | (12,530) |
Net cash flows used in financing activities | (66,923) | (23,720) |
Effect of exchange rates on cash | (1,087) | (4,674) |
Net increase in cash and cash equivalents | 46,736 | 89,273 |
Cash and cash equivalents, beginning of period | 113,329 | 114,934 |
Cash and cash equivalents, end of period | $ 160,065 | $ 204,207 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Note 1. Nature of Business and Basis of Presentation CEB Inc. (“CEB” or “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. The accompanying condensed consolidated financial statements have been prepared in accordance with US generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Accordingly, certain information and disclosures required for complete consolidated financial statements are not included. It is recommended that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and related notes in CEB’s 2015 Annual Report on Form 10-K. In management’s opinion, all adjustments, consisting of a normal recurring nature, considered necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows at the dates and in the periods presented have been included. The consolidated balance sheet at December 31, 2015 has been derived from the financial statements that were audited by CEB’s independent registered public accounting firm. The results of operations for the three months ended March 31, 2016 may not be indicative of the results that may be expected in the year ended December 31, 2016 or any other period within 2016. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Note 2. Recent Accounting Pronouncements Recently adopted In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-05 , Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. Not yet adopted In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). In May 2014, the FASB issued ASU 2014-09 , Revenue from Contracts with Customers (Topic 606). Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date |
Acquisitions and Other Investme
Acquisitions and Other Investments | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions and Other Investments | Note 3. Acquisitions and Other Investments From time to time, the Company evaluates potential acquisitions that either strategically fit with or expand the Company’s existing product offerings. For certain completed 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 liabilities and the necessary management reviews thereof. On April 29, 2016, the Company completed the acquisition of 100% of the outstanding capital stock of CXO Acquisition Co. and Sports Leadership Acquisition Co. (collectively referred to as “Evanta”) for cash consideration of $275.0 million, subject to a customary working capital adjustment. A portion of the purchase price was deposited in an escrow account to secure the indemnification obligations of the seller. The Company amended its senior secured credit agreement to allow for additional term loan and revolving credit borrowings in order to fund the acquisition (including transaction costs). Due to the timing of the acquisition, the initial purchase price allocation has not yet been completed. Other Investments The Company held a total of nine investments in private entities with an aggregate carrying amount of $24.4 million and $23.3 million at March 31, 2016 and December 31, 2015, respectively, for which the cost method was used. 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 the 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 also has an equity ownership in one private entity for which the equity method is used. The aggregate carrying amount was $5.7 million and $6.1 million at March 31, 2016 and December 31, 2015, respectively. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. There is a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: · Level 1 — Quoted prices in active markets for identical assets or liabilities. · Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. The Company has segregated all assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands): March 31, 2016 December 31, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 160,065 $ — $ — $ 113,329 $ — $ — Investments held through variable insurance products in a Rabbi Trust — 20,812 — — 20,234 — Available-for-sale securities — — 4,053 — — 3,463 Financial liabilities Forward currency contracts $ — $ 927 $ — $ — $ 179 $ — 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 exchange 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 Facilities 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 their fair value based on a review of recent market trading activity. Changes to the fair values classified within Level 3 were as follows (in thousands): Three Months Ended March 31, 2016 Beginning of period $ 3,463 Available-for-sale securities acquired 1,000 Available-for-sale securities converted/disposed (481 ) Total gains recognized 71 End of period $ 4,053 |
Accounts Receivable, net
Accounts Receivable, net | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Accounts Receivable, net | Note 5. Accounts Receivable, net Accounts receivable, net consisted of the following (in thousands): March 31, 2016 December 31, 2015 Billed $ 125,328 $ 191,089 Unbilled 92,249 96,696 217,577 287,785 Allowance for uncollectible revenue (2,325 ) (2,737 ) Total accounts receivable, net $ 215,252 $ 285,048 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 6. Goodwill Changes in the carrying amount of goodwill were as follows (in thousands): Three Months Ended March 31, 2016 Year Ended December 31, 2015 CEB Segment CEB Talent Assessment Segment Total CEB Segment CEB Talent Assessment Segment Total Gross goodwill, beginning of period $ 170,886 $ 329,023 $ 499,909 $ 134,723 $ 347,984 $ 482,707 Goodwill acquired — — — 40,130 — 40,130 Purchase accounting adjustments (1,780 ) — (1,780 ) (1,499 ) — (1,499 ) Impact of foreign currency 986 (9,126 ) (8,140 ) (2,468 ) (18,961 ) (21,429 ) Gross goodwill, end of period 170,092 319,897 489,989 170,886 329,023 499,909 Accumulated impairment loss, beginning of period (41,500 ) — (41,500 ) (41,500 ) — (41,500 ) Impairment loss — — — — — — Accumulated impairment loss, end of period (41,500 ) — (41,500 ) (41,500 ) — (41,500 ) Net goodwill, end of period $ 128,592 $ 319,897 $ 448,489 $ 129,386 $ 329,023 $ 458,409 |
Other Liabilities
Other Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Note 7. Other Liabilities Other liabilities consisted of the following (in thousands): March 31, 2016 December 31, 2015 Deferred compensation $ 19,382 $ 17,553 Lease incentives 36,632 37,239 Deferred rent benefit 38,032 37,833 Deferred revenue – long term 4,547 4,396 Other 11,260 10,571 Total other liabilities $ 109,853 $ 107,592 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. Debt Debt consisted of the following (in thousands): March 31, 2016 December 31, 2015 Senior Secured Credit Facilities Term loans, due 2020, rate of 1.93% and 1.92% $ 246,250 $ 247,500 Revolving Credit Facility, due 2020, average rate of 1.94% and 1.83% 65,000 70,000 Notes, due 2023, rate of 5.625% 250,000 250,000 Total principal outstanding 561,250 567,500 Less: unamortized debt issuance costs Term loans 2,444 2,593 Notes 3,446 3,541 Total unamortized debt issuance costs 5,890 6,134 Principal less unamortized debt issuance costs 555,360 561,366 Less: current portion 4,950 4,948 Debt – long term $ 550,410 $ 556,418 Future minimum payments of debt outstanding at March 31, 2016 was as follows for the years ended December 31 (in thousands): 2016 (remaining) $ 3,750 2017 7,500 2018 10,000 2019 10,000 2020 280,000 Thereafter 250,000 Total principal payments $ 561,250 Refinancing of the Senior Secured Credit Facilities On April 29, 2016, in connection with the closing of the Evanta acquisition, the Company, together with certain of its subsidiaries acting as guarantors, entered into Amendment No. 5 (“Amendment No. 5”) to the Company’s senior secured credit agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Amendment No. 5 (i) increased the size of the Company’s existing term A-2 facility (“Term A-2 Facility”) by $150.0 million (such increase, the “Additional Term A Loans”) and (ii) increased its revolving credit facility by $100.0 million for a total amount of $350.0 million (“Revolving Credit Facility” and, together with the Term A-2 Facility, the “Senior Secured Credit Facilities”). Amendment No. 5 also refinanced all term loans outstanding under the Senior Secured Credit Facilities (“Term A-2 Term Loans”) and Additional Term A Loans into a single tranche (the existing Term A-2 Term Loans plus the Additional Term A Loans, together as refinanced, “Term A-3 Loans”) and extended the maturity date of the Senior Secured Credit Facilities from June 9, 2020 to June 9, 2021. The principal amount of the Term A-3 Loans amortizes in quarterly installments equal to (i) for the first two years commencing on June 30, 2016, 2% of the original principal amount of the Term A-3 Loans and (ii) for the next three years thereafter, 4% of the original principal amount of the Term A-3 Loans with the balance payable at maturity. In April 2016, the $150.0 million of Additional Term A Loans and an additional $170.0 million under the Revolving Credit Facility were drawn by the Company to fund the Evanta acquisition and related transaction costs, and other working capital needs. Borrowings under the Senior Secured Credit Facilities bear interest at rates based on the ratio of the Company’s and its subsidiaries’ consolidated indebtedness to the Company’s and its subsidiaries’ consolidated EBITDA (as defined in the Credit Agreement) for applicable periods specified in the Senior Secured Credit Facilities. The interest rate per annum applicable to the loans under the Senior Secured Credit Facilities will be based on a fluctuating rate of interest equal to the sum of an applicable margin and, at the Company’s election from time to time, of either (1) a base rate determined by reference to the highest of (a) the rate as publicly announced from time to time by Bank of America as its “prime rate”, (b) the federal funds effective rate plus 0.50%, and (c) the one-month LIBOR plus 1.00%, or (2) a Eurocurrency rate determined by reference to LIBOR with a term, as selected by the Company, of one, two, three, or six months (or twelve months if consented to by all the lenders under the applicable loan). At April 29, 2016, the Term A-3 Loans have an applicable margin equal to 1.75% in the case of LIBOR loans. Borrowings under the Senior Secured Credit Facilities will be subject to a “zero percent” floor in the case of LIBOR loans. The Senior Secured Credit Facilities are secured by certain collateral, subject to certain exceptions and thresholds, including (a) a perfected first priority security interests in substantially all tangible and intangible personal property and fee-owned real property of the Company and each of the Company’s wholly-owned material domestic subsidiaries, including the newly acquired Evanta entities and their subsidiaries and (b) a perfected first priority pledge of (i) the equity interests of each direct domestic restricted subsidiary of the Company and each of the Company’s wholly-owned material subsidiaries, including the newly acquired Evanta entities and their subsidiaries and (ii) 65% of the stock of each material first-tier foreign restricted subsidiary of the Company. On April 29, 2016, the Company and the newly acquired Evanta entities and their subsidiaries entered into the applicable security documents, and certain collateral was pledged thereunder. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 9. Derivative Instruments and Hedging Activities The Company’s international operations are subject to risks related to currency exchange 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 British pound sterling (“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 March 31, 2016 was AUD 8.0 million and EUR 5.7 million. In May 2016, the Company entered into additional forward currency contracts to sell AUD 7.5 million and EUR 5.7 million. 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 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 transactions occur and the unrealized gain/loss is reclassified from accumulated OCI to current earnings. In July 2015, the Company terminated its interest rate swap arrangements for $2.3 million. The amount in accumulated OCI related to the interest rate swaps will be reclassified to interest expense through August 2018, the period through which the previously hedged interest payments are probable of occurring. The fair value of derivative instruments in the Company’s Condensed Consolidated Balance Sheets was as follows (in thousands): Balance Sheet Location March 31, 2016 December 31, 2015 Derivatives designated as hedging instruments: Liability derivatives Accounts payable and accrued liabilities (foreign currency contracts) $ 927 $ 179 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) Three Months Ended March 31, Derivatives in Cash Flow Hedging Relationships 2016 2015 Forward currency contracts $ (976 ) $ 1,076 Interest rate swap arrangements — (2,741 ) The pre-tax effect of derivative instruments in the Company’s Condensed Consolidated Statements of Operations was as follows (in thousands): Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Three Months Ended March 31, Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) 2016 2015 Revenue $ (225 ) $ 312 Cost of services — (23 ) Member relations and marketing — (22 ) General and administrative — (7 ) Interest expense (167 ) (784 ) Other income, net — (94 ) $ (392 ) $ (618 ) |
Stockholders' Equity and Share-
Stockholders' Equity and Share-based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stockholders' Equity and Share-based Compensation | Note 10. Stockholders’ Equity and Share-Based Compensation Share-Based Compensation The Company has restricted stock units (“RSUs”), stock appreciation rights (“SARs”), and performance share awards (“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 share-based compensation costs of $4.2 million and $4.4 million in the three months ended March 31, 2016 and 2015, respectively. These amounts are allocated to Cost of services, Member relations and marketing, and General and administrative expenses in the Condensed Consolidated Statements of Operations. The total income tax benefit for share-based compensation arrangements was $1.7 million and $1.8 million in the three months ended March 31, 2016 and 2015, respectively. At March 31, 2016, $42.8 million of total estimated unrecognized share-based compensation cost is expected to be recognized over a weighted-average period of approximately 3 years. In the three months ended March 31, 2016, the Company granted 395,209 RSUs and 37,887 PSAs with a weighted-average grant date fair value of $59.81 and $59.05, respectively. Additionally, 176,166 RSUs vested in the three months ended March 31, 2016 with a weighted-average grant date fair value of $57.24. Share Repurchases In February 2016, the Company’s Board of Directors approved a new $150 million stock repurchase program, 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 Company repurchased 0.8 million shares of its common stock at a total cost of $47.3 million, pursuant to publicly announced plans in the three months ended March 31, 2016, of which $2.5 million was settled in cash shortly after quarter end. The remaining repurchase activity in the first quarter of 2016 was related to common stock surrendered by employees to satisfy federal and state tax withholding obligations. 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 was paid on March 31, 2016 to stockholders of record at the close of business on March 15, 2016. In May 2016, the Board of Directors declared a second quarter 2016 cash dividend of $0.4125 per share. The dividend is payable on June 30, 2016 to stockholders of record at the close of business on June 15, 2016. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Costs | Note 11. 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 $6.5 million, consisting primarily of severance and related termination benefits. Of this amount, $5.1 million and $0.9 million was recognized in the fourth quarter of 2015 and first quarter of 2016, respectively as Restructuring costs in the Condensed Consolidated Statements of Operations. Substantially all of the cash will be paid in 2016. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes The Company computes the provision for income taxes by applying the estimated annual effective tax rate to income from operations and adjusting the provision for discrete tax items. US income taxes are not provided for certain undistributed earnings of foreign subsidiaries as such earnings are deemed to be permanently reinvested locally. The provision for income taxes was $4.5 million and $12.2 million and the effective tax rate was 49.8% and 38.9% in the three months ended March 31, 2016 and 2015, respectively. In the three months ended March 31, 2016, the Company recognized discrete tax expense of $1.2 million primarily related to a change in the Company’s tax planning strategies and an increase in reserves for uncertain tax positions. The effective tax rate for the three months ended March 31, 2016 differed from the federal statutory rate of 35% primarily due to these discrete items and state income taxes, partially offset by the benefits of financing transactions in the UK. The Company’s effective tax rate for the three months ended March 31, 2015 differed from the federal statutory rate due to state taxes, including the tax impact of state tax law changes in 2015, partially offset by the benefits of nontaxable foreign currency translation gains and the effect of financing transactions in the UK. The Company made income tax payments of $8.3 million and $20.2 million in the three months ended March 31, 2016 and 2015, respectively. The Company had net prepaid income taxes of $8.4 million at March 31, 2016 included in Prepaid expenses and other current assets. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 13. Earnings per Share A reconciliation of basic to diluted weighted average common shares outstanding was as follows (in thousands): Three Months Ended March 31, 2016 2015 Basic weighted average common shares outstanding 32,657 33,517 Effect of dilutive common shares outstanding 229 338 Diluted weighted average common shares outstanding 32,886 33,855 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies 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 its financial results. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) | Note 15. Changes in Accumulated Other Comprehensive Income (Loss) Accumulated elements of other comprehensive income (loss) (“AOCI”) 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 the three months ended March 31, 2016 were as follows (in thousands): Cash Flow Hedges, Net of Tax Foreign Currency Translation Adjustments Total Balance, December 31, 2015 $ (1,247 ) $ (43,709 ) $ (44,956 ) Net unrealized losses (747 ) — (747 ) Reclassification of losses into earnings 282 — 282 Translation of net investments in foreign operations — (11,786 ) (11,786 ) Net change in Accumulated other comprehensive loss (465 ) (11,786 ) (12,251 ) Balance, March 31, 2016 $ (1,712 ) $ (55,495 ) $ (57,207 ) The translation impact of the intra-entity loans included in AOCI relates to those intercompany loans, which the Company deems to be of a long-term investment nature. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Note 16. Segment Information 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 measure is Adjusted EBITDA. Information for the Company’s reportable segments was as follows (in thousands): Three Months Ended March 31, 2016 2015 Revenue CEB segment $ 177,977 $ 172,894 CEB Talent Assessment segment 45,221 48,705 $ 223,198 $ 221,599 Adjusted revenue CEB segment $ 178,751 $ 172,948 CEB Talent Assessment segment 45,221 49,070 $ 223,972 $ 222,018 Adjusted EBITDA CEB segment $ 44,518 $ 44,363 CEB Talent Assessment segment 8,440 8,774 $ 52,958 $ 53,137 Adjusted EBITDA margin CEB segment 24.9 % 25.7 % CEB Talent Assessment segment 18.7 % 17.9 % 23.6 % 23.9 % Depreciation and amortization CEB segment $ 10,713 $ 8,822 CEB Talent Assessment segment 14,913 8,020 $ 25,626 $ 16,842 The table below reconciles revenue to Adjusted revenue (in thousands): Three Months Ended March 31, 2016 2015 Revenue $ 223,198 $ 221,599 Impact of the deferred revenue fair value adjustment 774 419 Adjusted revenue $ 223,972 $ 222,018 The table below reconciles net income to Adjusted EBITDA (in thousands): Three Months Ended March 31, 2016 2015 Net income $ 4,543 $ 19,090 Provision for income taxes 4,513 12,167 Interest expense, net 5,616 4,344 Loss on other investments, net 890 — Net non-operating foreign currency loss (gain) 804 (6,203 ) Equity method investment loss 334 837 Depreciation and amortization 25,626 16,842 Business transformation costs 3,288 — Impact of the deferred revenue fair value adjustment 774 419 Acquisition related costs 1,457 — Restructuring costs 895 1,238 Share-based compensation 4,218 4,403 Adjusted EBITDA $ 52,958 $ 53,137 |
Recent Accounting Pronounceme24
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements Recently adopted and Not yet adopted | Recently adopted In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-05 , Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. Not yet adopted In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). In May 2014, the FASB issued ASU 2014-09 , Revenue from Contracts with Customers (Topic 606). Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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): March 31, 2016 December 31, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 160,065 $ — $ — $ 113,329 $ — $ — Investments held through variable insurance products in a Rabbi Trust — 20,812 — — 20,234 — Available-for-sale securities — — 4,053 — — 3,463 Financial liabilities Forward currency contracts $ — $ 927 $ — $ — $ 179 $ — |
Schedule of Changes to Fair Values Classified within Level 3 | Changes to the fair values classified within Level 3 were as follows (in thousands): Three Months Ended March 31, 2016 Beginning of period $ 3,463 Available-for-sale securities acquired 1,000 Available-for-sale securities converted/disposed (481 ) Total gains recognized 71 End of period $ 4,053 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Summary of Accounts Receivable, Net | Accounts receivable, net consisted of the following (in thousands): March 31, 2016 December 31, 2015 Billed $ 125,328 $ 191,089 Unbilled 92,249 96,696 217,577 287,785 Allowance for uncollectible revenue (2,325 ) (2,737 ) Total accounts receivable, net $ 215,252 $ 285,048 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill were as follows (in thousands): Three Months Ended March 31, 2016 Year Ended December 31, 2015 CEB Segment CEB Talent Assessment Segment Total CEB Segment CEB Talent Assessment Segment Total Gross goodwill, beginning of period $ 170,886 $ 329,023 $ 499,909 $ 134,723 $ 347,984 $ 482,707 Goodwill acquired — — — 40,130 — 40,130 Purchase accounting adjustments (1,780 ) — (1,780 ) (1,499 ) — (1,499 ) Impact of foreign currency 986 (9,126 ) (8,140 ) (2,468 ) (18,961 ) (21,429 ) Gross goodwill, end of period 170,092 319,897 489,989 170,886 329,023 499,909 Accumulated impairment loss, beginning of period (41,500 ) — (41,500 ) (41,500 ) — (41,500 ) Impairment loss — — — — — — Accumulated impairment loss, end of period (41,500 ) — (41,500 ) (41,500 ) — (41,500 ) Net goodwill, end of period $ 128,592 $ 319,897 $ 448,489 $ 129,386 $ 329,023 $ 458,409 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other liabilities consisted of the following (in thousands): March 31, 2016 December 31, 2015 Deferred compensation $ 19,382 $ 17,553 Lease incentives 36,632 37,239 Deferred rent benefit 38,032 37,833 Deferred revenue – long term 4,547 4,396 Other 11,260 10,571 Total other liabilities $ 109,853 $ 107,592 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following (in thousands): March 31, 2016 December 31, 2015 Senior Secured Credit Facilities Term loans, due 2020, rate of 1.93% and 1.92% $ 246,250 $ 247,500 Revolving Credit Facility, due 2020, average rate of 1.94% and 1.83% 65,000 70,000 Notes, due 2023, rate of 5.625% 250,000 250,000 Total principal outstanding 561,250 567,500 Less: unamortized debt issuance costs Term loans 2,444 2,593 Notes 3,446 3,541 Total unamortized debt issuance costs 5,890 6,134 Principal less unamortized debt issuance costs 555,360 561,366 Less: current portion 4,950 4,948 Debt – long term $ 550,410 $ 556,418 |
Future Minimum Payments for Senior Secured Credit Facility and Notes | Future minimum payments of debt outstanding at March 31, 2016 was as follows for the years ended December 31 (in thousands): 2016 (remaining) $ 3,750 2017 7,500 2018 10,000 2019 10,000 2020 280,000 Thereafter 250,000 Total principal payments $ 561,250 |
Derivative Instruments and He30
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Fair Value of Derivative Instruments | The fair value of derivative instruments in the Company’s Condensed Consolidated Balance Sheets was as follows (in thousands): Balance Sheet Location March 31, 2016 December 31, 2015 Derivatives designated as hedging instruments: Liability derivatives Accounts payable and accrued liabilities (foreign currency contracts) $ 927 $ 179 |
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) Three Months Ended March 31, Derivatives in Cash Flow Hedging Relationships 2016 2015 Forward currency contracts $ (976 ) $ 1,076 Interest rate swap arrangements — (2,741 ) The pre-tax effect of derivative instruments in the Company’s Condensed Consolidated Statements of Operations was as follows (in thousands): Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Three Months Ended March 31, Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) 2016 2015 Revenue $ (225 ) $ 312 Cost of services — (23 ) Member relations and marketing — (22 ) General and administrative — (7 ) Interest expense (167 ) (784 ) Other income, net — (94 ) $ (392 ) $ (618 ) |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic to Diluted Weighted Average Common Shares Outstanding | A reconciliation of basic to diluted weighted average common shares outstanding was as follows (in thousands): Three Months Ended March 31, 2016 2015 Basic weighted average common shares outstanding 32,657 33,517 Effect of dilutive common shares outstanding 229 338 Diluted weighted average common shares outstanding 32,886 33,855 |
Changes in Accumulated Other 32
Changes in Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Balances of Each Component of Other Comprehensive Income | Changes in each component of AOCI in the three months ended March 31, 2016 were as follows (in thousands): Cash Flow Hedges, Net of Tax Foreign Currency Translation Adjustments Total Balance, December 31, 2015 $ (1,247 ) $ (43,709 ) $ (44,956 ) Net unrealized losses (747 ) — (747 ) Reclassification of losses into earnings 282 — 282 Translation of net investments in foreign operations — (11,786 ) (11,786 ) Net change in Accumulated other comprehensive loss (465 ) (11,786 ) (12,251 ) Balance, March 31, 2016 $ (1,712 ) $ (55,495 ) $ (57,207 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Company's Reportable Segments | Information for the Company’s reportable segments was as follows (in thousands): Three Months Ended March 31, 2016 2015 Revenue CEB segment $ 177,977 $ 172,894 CEB Talent Assessment segment 45,221 48,705 $ 223,198 $ 221,599 Adjusted revenue CEB segment $ 178,751 $ 172,948 CEB Talent Assessment segment 45,221 49,070 $ 223,972 $ 222,018 Adjusted EBITDA CEB segment $ 44,518 $ 44,363 CEB Talent Assessment segment 8,440 8,774 $ 52,958 $ 53,137 Adjusted EBITDA margin CEB segment 24.9 % 25.7 % CEB Talent Assessment segment 18.7 % 17.9 % 23.6 % 23.9 % Depreciation and amortization CEB segment $ 10,713 $ 8,822 CEB Talent Assessment segment 14,913 8,020 $ 25,626 $ 16,842 |
Reconciliation of Revenue to Adjusted Revenue | The table below reconciles revenue to Adjusted revenue (in thousands): Three Months Ended March 31, 2016 2015 Revenue $ 223,198 $ 221,599 Impact of the deferred revenue fair value adjustment 774 419 Adjusted revenue $ 223,972 $ 222,018 |
Reconciliation of Net Income to Adjusted EBITDA | The table below reconciles net income to Adjusted EBITDA (in thousands): Three Months Ended March 31, 2016 2015 Net income $ 4,543 $ 19,090 Provision for income taxes 4,513 12,167 Interest expense, net 5,616 4,344 Loss on other investments, net 890 — Net non-operating foreign currency loss (gain) 804 (6,203 ) Equity method investment loss 334 837 Depreciation and amortization 25,626 16,842 Business transformation costs 3,288 — Impact of the deferred revenue fair value adjustment 774 419 Acquisition related costs 1,457 — Restructuring costs 895 1,238 Share-based compensation 4,218 4,403 Adjusted EBITDA $ 52,958 $ 53,137 |
Recent Accounting Pronounceme34
Recent Accounting Pronouncements - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Business transformation costs | $ 3,288 |
ASU 2015-05 [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Business transformation costs | $ 3,300 |
Acquisitions and Other Invest35
Acquisitions and Other Investments - Additional Information (Detail) $ in Millions | Apr. 29, 2016USD ($) | Mar. 31, 2016USD ($)InvestmentEntity | Dec. 31, 2015USD ($)InvestmentEntity |
Business Acquisition [Line Items] | |||
Number of investment | Investment | 9 | 9 | |
Carrying value of company's investment | $ 24.4 | $ 23.3 | |
Equity Method [Member] | |||
Business Acquisition [Line Items] | |||
Number of private entity investments | Entity | 1 | 1 | |
Carrying value of company's investment | $ 5.7 | $ 6.1 | |
Subsequent Event | CXO Acquisition Co and Sports Leadership Acquisition Co | |||
Business Acquisition [Line Items] | |||
Business acquisitions, cash consideration | $ 275 | ||
Business acquisition, percentage of voting interests acquired | 100.00% |
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 | Mar. 31, 2016 | Dec. 31, 2015 |
Level 1 [Member] | ||
Financial assets | ||
Cash and cash equivalents | $ 160,065 | $ 113,329 |
Level 2 [Member] | ||
Financial assets | ||
Investments held through variable insurance products in a Rabbi Trust | 20,812 | 20,234 |
Level 2 [Member] | Forward Currency Contracts [Member] | ||
Financial liabilities | ||
Fair value of derivative liability | 927 | 179 |
Level 3 [Member] | ||
Financial assets | ||
Available-for-sale securities | $ 4,053 | $ 3,463 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes to Fair Values Classified within Level 3 (Detail) - Level 3 [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning of period | $ 3,463 |
Total gains recognized | 71 |
End of period | 4,053 |
Available-for-sale Securities [Member] | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Available-for-sale securities acquired | 1,000 |
Available-for-sale securities converted/disposed | $ (481) |
Accounts Receivable, net - Summ
Accounts Receivable, net - Summary of Accounts Receivable, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 217,577 | $ 287,785 |
Allowance for uncollectible revenue | (2,325) | (2,737) |
Total accounts receivable, net | 215,252 | 285,048 |
Billed [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 125,328 | 191,089 |
Unbilled [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 92,249 | $ 96,696 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||
Gross goodwill, beginning of period | $ 499,909 | $ 482,707 |
Goodwill acquired | 40,130 | |
Purchase accounting adjustments | (1,780) | (1,499) |
Impact of foreign currency | (8,140) | (21,429) |
Gross goodwill, end of period | 489,989 | 499,909 |
Accumulated impairment loss, beginning of period | (41,500) | (41,500) |
Accumulated impairment loss, end of period | (41,500) | (41,500) |
Net goodwill, end of period | 448,489 | 458,409 |
CEB Segment [Member] | ||
Goodwill [Line Items] | ||
Gross goodwill, beginning of period | 170,886 | 134,723 |
Goodwill acquired | 40,130 | |
Purchase accounting adjustments | (1,780) | (1,499) |
Impact of foreign currency | 986 | (2,468) |
Gross goodwill, end of period | 170,092 | 170,886 |
Accumulated impairment loss, beginning of period | (41,500) | (41,500) |
Accumulated impairment loss, end of period | (41,500) | (41,500) |
Net goodwill, end of period | 128,592 | 129,386 |
CEB Talent Assessment Segment [Member] | ||
Goodwill [Line Items] | ||
Gross goodwill, beginning of period | 329,023 | 347,984 |
Impact of foreign currency | (9,126) | (18,961) |
Gross goodwill, end of period | 319,897 | 329,023 |
Net goodwill, end of period | $ 319,897 | $ 329,023 |
Other Liabilities - Other Liabi
Other Liabilities - Other Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Deferred compensation | $ 19,382 | $ 17,553 |
Lease incentives | 36,632 | 37,239 |
Deferred rent benefit | 38,032 | 37,833 |
Deferred revenue – long term | 4,547 | 4,396 |
Other | 11,260 | 10,571 |
Total other liabilities | $ 109,853 | $ 107,592 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total principal outstanding | $ 561,250 | $ 567,500 |
Total unamortized debt issuance costs | 5,890 | 6,134 |
Principal less unamortized debt issuance costs | 555,360 | 561,366 |
Less: current portion | 4,950 | 4,948 |
Debt – long term | 550,410 | 556,418 |
Senior Secured Credit Facility [Member] | Term loan [Member] | ||
Debt Instrument [Line Items] | ||
Total principal outstanding | 246,250 | 247,500 |
Total unamortized debt issuance costs | 2,444 | 2,593 |
Senior Secured Credit Facility [Member] | Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total principal outstanding | 561,250 | |
Senior Secured Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total principal outstanding | 65,000 | 70,000 |
Senior Notes [Member] | Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total principal outstanding | 250,000 | 250,000 |
Total unamortized debt issuance costs | $ 3,446 | $ 3,541 |
Debt - Schedule of Debt (Deta42
Debt - Schedule of Debt (Detail) - Parenthetical (Detail) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Senior Secured Credit Facility [Member] | Term loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, annual interest rate | 1.93% | 1.92% |
Maturity year | 2,020 | |
Senior Secured Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, annual interest rate | 1.94% | 1.83% |
Maturity year | 2,020 | |
Senior Notes [Member] | Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, annual interest rate | 5.625% | 5.625% |
Maturity year | 2,023 |
Debt - Future Minimum Payments
Debt - Future Minimum Payments for Senior Secured Credit Facility and Notes (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total principal payments | $ 561,250 | $ 567,500 |
Senior Secured Credit Facility [Member] | Notes [Member] | ||
Debt Instrument [Line Items] | ||
2016 (remaining) | 3,750 | |
2,017 | 7,500 | |
2,018 | 10,000 | |
2,019 | 10,000 | |
2,020 | 280,000 | |
Thereafter | 250,000 | |
Total principal payments | $ 561,250 |
Debt - Additional Information (
Debt - Additional Information (Detail) - Subsequent Event - Senior Secured Credit Facility [Member] - USD ($) | Apr. 29, 2016 | Apr. 30, 2016 |
Debt Instrument [Line Items] | ||
Line of credit facility total amount | $ 350,000,000 | |
Installment payment as a percentage of principal, first two years | 2.00% | |
Installment payment as a percentage of principal, next three years | 4.00% | |
Percentage of ownership in foreign subsidiary | 65.00% | |
Federal Funds Effective Rate [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument basis spread percentage | 0.50% | |
One Month LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument basis spread percentage | 1.00% | |
Term A-2 Loans [Member] | ||
Debt Instrument [Line Items] | ||
Increase in line of credit | $ 150,000,000 | |
Additional borrowings drawn | $ 150,000,000 | |
Term A-3 Loans [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument basis spread percentage | 1.75% | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Increase in line of credit | $ 100,000,000 | |
Additional borrowings drawn | $ 170,000,000 |
Derivative Instruments and He45
Derivative Instruments and Hedging Activities - Additional Information (Detail) | 3 Months Ended | |||||
Mar. 31, 2016USD ($) | May. 31, 2016AUD | May. 31, 2016EUR (€) | Mar. 31, 2016AUD | Mar. 31, 2016EUR (€) | Jul. 31, 2015USD ($) | |
Derivative [Line Items] | ||||||
Termination payment | $ 2,300,000 | |||||
Foreign Currency Hedge [Member] | ||||||
Derivative [Line Items] | ||||||
Maximum length of time of hedging exposed to variability of future cash flows | 12 months | |||||
Derivatives Designated as Hedging Instruments [Member] | Forward Currency Contracts [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity Date | Dec. 31, 2016 | |||||
Cash flow hedge ineffectiveness | $ 0 | |||||
Derivatives notional amount | AUD 8,000,000 | € 5,700,000 | ||||
Scenario Forecast [Member] | Derivatives Designated as Hedging Instruments [Member] | Forward Currency Contracts [Member] | ||||||
Derivative [Line Items] | ||||||
Derivatives notional amount | AUD 7,500,000 | € 5,700,000 |
Derivative Instruments and He46
Derivative Instruments and Hedging Activities - Fair Value of Derivative Instruments (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Derivatives Designated as Hedging Instruments [Member] | Accounts Payable and Accrued Liabilities [Member] | Foreign Currency Hedge [Member] | ||
Liability derivatives | ||
Fair value of derivative liability | $ 927 | $ 179 |
Derivative Instruments and He47
Derivative Instruments and Hedging Activities - Pre-Tax Effect of Derivative Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | $ (392) | $ (618) |
Revenue [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | (225) | 312 |
Cost of Services [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | (23) | |
Member Relations and Marketing [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | (22) | |
General and Administrative [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | (7) | |
Interest Expense [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | (167) | (784) |
Other Income, Net [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective portion) | (94) | |
Forward Currency Exchange Contracts [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective portion) | $ (976) | 1,076 |
Interest Rate Swaps [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective portion) | $ (2,741) |
Stockholders' Equity and Shar48
Stockholders' Equity and Share-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Feb. 29, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | May. 09, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Recognized share-based compensation costs | $ 4,200,000 | $ 4,400,000 | ||
Authorization of common stock repurchase | $ 150,000,000 | |||
Stock repurchase program expiration date | Dec. 31, 2017 | |||
First Quarter [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Cash dividend declared per share | $ 0.4125 | |||
Dividend date of record | Mar. 15, 2016 | |||
Dividend date of declared | 2016-02 | |||
Dividend payment date | Mar. 31, 2016 | |||
Second Quarter [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Dividend date of record | Jun. 15, 2016 | |||
Dividend date of declared | 2016-05 | |||
Dividend payment date | Jun. 30, 2016 | |||
Second Quarter [Member] | Subsequent Event | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Cash dividend declared per share | $ 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 | |||
Cost of shares repurchased | $ 47,300,000 | |||
Cash settled for repurchase of common stock | $ 2,500,000 | |||
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 | $ 1,700,000 | $ 1,800,000 | ||
Total unrecognized share-based compensation cost which is expected to be recognized | $ 42,800,000 | |||
Total compensation cost not yet recognized, period for recognition | 3 years | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of performance based stock awards, granted | 395,209 | |||
Weighted average grant date fair value, granted | $ 59.81 | |||
Number of restricted stock units, vested | 176,166 | |||
Weighted average grant date fair value, vested | $ 57.24 | |||
Performance Based Stock Awards (PSAs) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of performance based stock awards, granted | 37,887 | |||
Weighted average grant date fair value, granted | $ 59.05 |
Restructuring Costs - Additiona
Restructuring Costs - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | |
Restructuring Cost And Reserve [Line Items] | |||
Restructuring costs | $ 895 | $ 1,238 | |
2015 Plan [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Pre-tax restructuring charges | 6,500 | ||
Restructuring costs | $ 900 | $ 5,100 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Provisions for income taxes | $ 4,513 | $ 12,167 |
Effective income tax rate | 49.80% | 38.90% |
Recognized discrete tax expense | $ 1,200 | |
Statutory US federal income tax rate | 35.00% | |
Income tax payments | $ 8,300 | $ 20,200 |
Prepaid income taxes | $ 8,400 |
Earnings per Share - Reconcilia
Earnings per Share - Reconciliation of Basic to Diluted Weighted Average Common Shares Outstanding (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Basic weighted average common shares outstanding | 32,657 | 33,517 |
Effect of dilutive common shares outstanding | 229 | 338 |
Diluted weighted average common shares outstanding | 32,886 | 33,855 |
Changes in Accumulated Other 52
Changes in Accumulated Other Comprehensive Income (Loss) - Schedule of Changes in Accumulated Balances of Each Component of Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | $ (44,956) | |
Net unrealized losses | (747) | |
Reclassification of losses into earnings | 282 | |
Translation of net investments in foreign operations | (11,786) | $ (31,520) |
Net change in Accumulated other comprehensive loss | (12,251) | |
Ending balance | (57,207) | |
Cash Flow Hedge, Net of Tax [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (1,247) | |
Net unrealized losses | (747) | |
Reclassification of losses into earnings | 282 | |
Net change in Accumulated other comprehensive loss | (465) | |
Ending balance | (1,712) | |
Foreign Currency Translation Adjustments [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (43,709) | |
Translation of net investments in foreign operations | (11,786) | |
Net change in Accumulated other comprehensive loss | (11,786) | |
Ending balance | $ (55,495) |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Company's Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue | ||
Total revenue | $ 223,198 | $ 221,599 |
Adjusted revenue | ||
Total Adjusted revenue | 223,972 | 222,018 |
Adjusted EBITDA | ||
Total Adjusted EBITDA | $ 52,958 | $ 53,137 |
Adjusted EBITDA margin | ||
Total Adjusted EBITDA margin | 23.60% | 23.90% |
Depreciation and amortization | ||
Total depreciation and amortization | $ 25,626 | $ 16,842 |
CEB Segment [Member] | ||
Revenue | ||
Total revenue | 177,977 | 172,894 |
Adjusted revenue | ||
Total Adjusted revenue | 178,751 | 172,948 |
Adjusted EBITDA | ||
Total Adjusted EBITDA | $ 44,518 | $ 44,363 |
Adjusted EBITDA margin | ||
Total Adjusted EBITDA margin | 24.90% | 25.70% |
Depreciation and amortization | ||
Total depreciation and amortization | $ 10,713 | $ 8,822 |
CEB Talent Assessment Segment [Member] | ||
Revenue | ||
Total revenue | 45,221 | 48,705 |
Adjusted revenue | ||
Total Adjusted revenue | 45,221 | 49,070 |
Adjusted EBITDA | ||
Total Adjusted EBITDA | $ 8,440 | $ 8,774 |
Adjusted EBITDA margin | ||
Total Adjusted EBITDA margin | 18.70% | 17.90% |
Depreciation and amortization | ||
Total depreciation and amortization | $ 14,913 | $ 8,020 |
Segment Information - Reconcili
Segment Information - Reconciliation of Revenue to Adjusted Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting [Abstract] | ||
Revenue | $ 223,198 | $ 221,599 |
Impact of the deferred revenue fair value adjustment | 774 | 419 |
Adjusted revenue | $ 223,972 | $ 222,018 |
Segment Information - Reconci56
Segment Information - Reconciliation of Net Income to Adjusted EBITDA (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting [Abstract] | ||
Net income | $ 4,543 | $ 19,090 |
Provision for income taxes | 4,513 | 12,167 |
Interest expense, net | 5,616 | 4,344 |
Loss on other investments, net | 890 | |
Net non-operating foreign currency loss (gain) | 804 | (6,203) |
Equity method investment loss | 334 | 837 |
Depreciation and amortization | 25,626 | 16,842 |
Business transformation costs | 3,288 | |
Impact of the deferred revenue fair value adjustment | 774 | 419 |
Acquisition related costs | 1,457 | |
Restructuring costs | 895 | 1,238 |
Share-based compensation | 4,218 | 4,403 |
Adjusted EBITDA | $ 52,958 | $ 53,137 |