Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 24, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
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 | 32,275,051 | ||
Entity Public Float | $ 1,541,013,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 134,929 | $ 113,329 |
Accounts receivable, net | 284,042 | 285,048 |
Deferred incentive compensation | 25,737 | 23,484 |
Prepaid expenses and other current assets | 23,292 | 27,651 |
Total current assets | 468,000 | 449,512 |
Deferred income taxes, net | 3,693 | 16,491 |
Property and equipment, net | 95,217 | 102,337 |
Goodwill | 565,036 | 458,409 |
Intangible assets, net | 184,184 | 230,680 |
Other non-current assets | 96,462 | 81,123 |
Total assets | 1,412,592 | 1,338,552 |
Current liabilities | ||
Accounts payable and accrued liabilities | 90,626 | 88,407 |
Accrued incentive compensation | 62,824 | 59,947 |
Deferred revenue | 436,225 | 449,694 |
Debt – current portion | 7,872 | 4,948 |
Total current liabilities | 597,547 | 602,996 |
Deferred income taxes, net | 13,401 | 27,869 |
Other liabilities | 109,893 | 107,592 |
Debt – long term | 866,681 | 556,418 |
Total liabilities | 1,587,522 | 1,294,875 |
Total stockholders’ (deficit) equity | ||
Common stock, par value $0.01; 100,000,000 shares authorized; 45,755,020 and 45,424,868 shares issued and 32,241,825 and 32,906,951 shares outstanding at December 31, 2016 and 2015, respectively | 457 | 454 |
Additional paid-in-capital | 505,918 | 484,209 |
Retained earnings | 318,232 | 406,112 |
Accumulated elements of other comprehensive loss | (139,594) | (44,956) |
Treasury stock, at cost, 13,513,195 and 12,517,917 shares at December 31, 2016 and 2015, respectively | (859,943) | (802,142) |
Total stockholders’ (deficit) equity | (174,930) | 43,677 |
Total liabilities and stockholders’ (deficit) equity | $ 1,412,592 | $ 1,338,552 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 | 45,755,020 | 45,424,868 |
Common stock, shares outstanding | 32,241,825 | 32,906,951 |
Treasury stock, at cost, shares | 13,513,195 | 12,517,917 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Revenue | $ 949,794 | $ 928,434 | $ 908,974 |
Costs and expenses | |||
Cost of services | 344,348 | 327,257 | 323,633 |
Member relations and marketing | 276,478 | 266,758 | 267,831 |
General and administrative | 117,702 | 111,842 | 111,085 |
Depreciation and amortization | 102,176 | 74,027 | 68,286 |
Business transformation costs | 24,035 | ||
Acquisition related costs | 7,694 | 3,027 | 2,964 |
Restructuring costs | 1,084 | 6,361 | 1,830 |
Impairment loss | 69,441 | 39,700 | |
Total costs and expenses | 942,958 | 789,272 | 815,329 |
Operating profit | 6,836 | 139,162 | 93,645 |
Other (expense) income, net | |||
Interest expense | (29,681) | (20,636) | (18,410) |
Debt modification costs | (1,656) | (4,775) | |
Interest income and other | 7,846 | 3,781 | 10,030 |
Gain on cost method investment | 6,585 | ||
Other (expense) income, net | (23,491) | (21,630) | (1,795) |
(Loss) income before provision for income taxes | (16,655) | 117,532 | 91,850 |
Provision for income taxes | 18,003 | 25,004 | 40,678 |
Net (loss) income | $ (34,658) | $ 92,528 | $ 51,172 |
(Loss) earnings per share | |||
Basic | $ (1.08) | $ 2.77 | $ 1.52 |
Diluted | $ (1.08) | $ 2.75 | $ 1.50 |
Weighted average shares outstanding: | |||
Basic | 32,087 | 33,367 | 33,666 |
Diluted | 32,087 | 33,672 | 34,039 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net (loss) income | $ (34,658) | $ 92,528 | $ 51,172 |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustment | (95,155) | (38,549) | (47,538) |
Comprehensive (loss) income | (129,700) | 53,161 | 2,296 |
Foreign Currency Hedge [Member] | |||
Other comprehensive (loss) income: | |||
Unrealized gain (loss) on derivatives arising during period, net of tax (expense) benefit | 113 | (202) | (380) |
Interest Rate Swaps [Member] | |||
Other comprehensive (loss) income: | |||
Unrealized gain (loss) on derivatives arising during period, net of tax (expense) benefit | $ 404 | $ (616) | $ (958) |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Foreign Currency Hedge [Member] | |||
Unrealized gain (loss) on derivatives arising during period, tax (expense) benefit | $ (0.1) | $ 0.1 | $ 0.3 |
Interest Rate Swaps [Member] | |||
Unrealized gain (loss) on derivatives arising during period, tax (expense) benefit | $ 0.4 | $ 0.6 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | |||
Net (loss) income | $ (34,658) | $ 92,528 | $ 51,172 |
Adjustments to reconcile net income to net cash flows provided by operating activities | |||
Debt modification costs | 1,656 | 4,775 | |
Gain on cost method investment | (6,585) | ||
Loss on other investments, net | 797 | ||
Equity method investment loss | 640 | 1,437 | |
Impairment loss | 69,441 | 39,700 | |
Depreciation and amortization | 102,176 | 74,027 | 68,286 |
Amortization of credit facility issuance costs | 1,795 | 2,058 | 2,614 |
Deferred income taxes | (8,549) | (6,747) | (21,394) |
Share-based compensation | 19,823 | 17,866 | 15,632 |
Excess tax benefits from share-based compensation arrangements | (988) | (3,958) | (3,665) |
Net foreign currency remeasurement gain | (6,890) | (2,050) | (3,910) |
Changes in operating assets and liabilities | |||
Accounts receivable, net | 2,281 | (4,934) | (12,482) |
Deferred incentive compensation | (4,037) | 1,917 | (1,582) |
Prepaid expenses and other current assets | 3,116 | (4,901) | 9,060 |
Other non-current assets | (10,840) | (4,954) | (4,784) |
Accounts payable and accrued liabilities | (1,255) | 398 | 4,864 |
Accrued incentive compensation | 3,619 | (4,880) | 5,053 |
Deferred revenue | (10,801) | 814 | 33,466 |
Other liabilities | 850 | (15,142) | 6,699 |
Net cash flows provided by operating activities | 128,176 | 148,254 | 182,144 |
Cash flows from investing activities | |||
Purchases of property and equipment | (23,621) | (22,840) | (35,201) |
Cost method and other investments | (7,150) | (5,298) | (8,567) |
Acquisition of businesses, net of cash acquired | (269,222) | (56,647) | (58,902) |
Net cash flows used in investing activities | (299,993) | (84,785) | (102,670) |
Cash flows from financing activities | |||
Proceeds from issuance of senior notes | 250,000 | ||
Borrowings from Senior Secured Credit Facilities | 405,000 | 75,000 | |
Debt payments | (92,194) | (264,750) | (10,752) |
Debt issuance costs | (4,220) | (6,385) | |
Proceeds from issuance of common stock under the employee stock purchase plan | 1,731 | 1,556 | 1,244 |
Excess tax benefits from share-based compensation arrangements | 988 | 3,958 | 3,665 |
Purchase of treasury shares | (53,568) | (59,326) | (29,168) |
Withholding of shares to satisfy minimum employee tax withholding for equity awards | (5,283) | (8,587) | (7,332) |
Payment of dividends | (53,222) | (49,958) | (35,319) |
Net cash flows provided by (used in) financing activities | 199,232 | (58,492) | (77,662) |
Effect of exchange rates on cash | (5,815) | (6,582) | (6,432) |
Net increase (decrease) in cash and cash equivalents | 21,600 | (1,605) | (4,620) |
Cash and cash equivalents, beginning of year | 113,329 | 114,934 | 119,554 |
Cash and cash equivalents, end of year | $ 134,929 | $ 113,329 | $ 114,934 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' (Deficit) 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, 2013 | $ 139,742 | $ 447 | $ 444,128 | $ 347,689 | $ 43,287 | $ (695,809) | ||||
Beginning 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 (loss) 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 | |||||||||
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 | 26,385 | 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 (loss) 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 | ||||||||
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 | 297,145 | |||||||||
Issuance of common stock under the employee stock purchase plan | $ 1,731 | 1,731 | ||||||||
Issuance of common stock under the employee stock purchase plan, shares | 33,007 | 33,007 | ||||||||
Share-based compensation | $ 19,823 | 19,823 | ||||||||
Tax effect of share-based compensation | 155 | 155 | ||||||||
Purchase of treasury shares | (57,801) | (57,801) | ||||||||
Purchase of treasury shares, shares | (995,278) | |||||||||
Unrealized gain (loss) on derivatives arising during period, net of tax | $ 113 | $ 404 | $ 113 | $ 404 | ||||||
Cumulative translation adjustment | (95,155) | (95,155) | ||||||||
Payment of dividends | (53,222) | (53,222) | ||||||||
Net (loss) income | (34,658) | (34,658) | ||||||||
Ending Balance at Dec. 31, 2016 | $ (174,930) | $ 457 | $ 505,918 | $ 318,232 | $ (139,594) | $ (859,943) | ||||
Ending Balance, shares at Dec. 31, 2016 | 32,241,825 | 32,241,825 |
Consolidated Statements of Cha9
Consolidated Statements of Changes in Stockholders' (Deficit) Equity (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Stockholders Equity [Abstract] | |||||||||||
Payment of dividends per share | $ 0.4125 | $ 0.4125 | $ 0.4125 | $ 0.4125 | $ 0.375 | $ 0.375 | $ 0.375 | $ 0.375 | $ 1.65 | $ 1.50 | $ 1.05 |
Description of Operations
Description of Operations | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Description of Operations | Note 1. Description of Operations 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. Merger Agreement with Gartner, Inc. On January 5, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gartner, Inc. (“Gartner”) and Cobra Acquisition Corp., a wholly-owned subsidiary of Gartner (“Sub”). Pursuant to the Merger Agreement, Sub will be merged with and into the CEB, with CEB surviving as a wholly-owned subsidiary of Gartner (the “Merger”). In the Merger, each share of common stock of CEB Inc., par value $0.01 per share, will be converted into the right to receive (i) $54.00 in cash and (ii) 0.2284 of a share of common stock of Gartner, par value $0.0005 per share. It is expected that the Merger will be consummated during the first half of 2017. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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 consolidated 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 consolidated 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’ (deficit) equity as a component of Accumulated other comprehensive (loss) 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 UK subsidiaries maintain 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’ (deficit) equity for consolidated reporting purposes. The Company recognized $6.9 million, $5.6 million, and $8.6 million of net non-operating foreign currency gains in 2016, 2015, and 2014, 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 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, 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, by 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 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 that 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 period. Growth rates represent the expected growth rates 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 unit, (3) the current after-tax market rate of return on debt of companies with business characteristics similar to the reporting unit, 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 are 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 two primary service offerings: executive memberships and professional services. In addition, the CEB segment also earns revenue from the sales of executive education, sponsorship fees earned by Evanta, and services provided to the US government and its agencies by Personnel Decisions Research Institutes, LLC (“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 duration. 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. • Sponsorship fees earned by Evanta are recognized on the date the event occurs. Revenue generated from sponsorship fees is seasonal in nature, with a majority recognized in the second and fourth quarters. • 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 on 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 in duration. 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 2017 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, $1.7 million, and $1.3 million in 2016, 2015, and 2014, 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 US dollar (“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 sterling (“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 (“UK”) 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. (Loss) earnings per Share Basic (loss) earnings per share is computed by dividing net (loss) income by the number of weighted average common shares outstanding during the period. Diluted (loss) earnings per share is computed by dividing net (loss) 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, 2016 2015 2014 Basic weighted average shares outstanding 32,087 33,367 33,666 Effect of dilutive shares outstanding — 305 373 Diluted weighted average shares outstanding 32,087 33,672 34,039 In 2016, 0.2 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, 2016 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Note 3. 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 In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40) Not Yet Adopted In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) 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) |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
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. Evanta 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”). Evanta focuses on C-suite executive development and collaboration solutions for peer-to-peer engagement, networking, and leadership training between information technology and security, human resources, and finance. Evanta primarily generates revenue from sponsorship fees for its events and that revenue is recognized on the date the event occurs. As such, revenue generated from sponsorship fees is seasonal in nature, with a majority recognized in the second and the fourth quarters. The transaction was accounted for as a business combination and the results of operations of Evanta have been included in the CEB segment since the date of acquisition. Total consideration was $269.2 million, net of $17.6 million cash acquired. 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. The following table is a reconciliation of the preliminary purchase price allocation at June 30, 2016 to the final purchase price allocation based on the final fair value of the acquired assets and assumed liabilities at the acquisition date (in thousands): Preliminary Adjustments Final Cash and cash equivalents $ 17,619 $ — $ 17,619 Net working capital 9,959 (540 ) 9,419 Property and equipment, net 1,732 (119 ) 1,613 Deferred income tax liabilities, net (12,821 ) 1,899 (10,922 ) Deferred revenue (19,012 ) — (19,012 ) Other liabilities, net (310 ) — (310 ) Intangible assets, net 51,200 — 51,200 Goodwill 237,142 92 237,234 Total purchase price allocation $ 285,509 $ 1,332 $ 286,841 Deferred revenue at the acquisition date was recorded at fair value, which was estimated based on the cost to provide the related services plus a reasonable profit margin on such costs. The Company allocated $51.2 million to amortizable intangible assets with a weighted average amortization period of 6.4 years. The intangible assets consist of $27.7 million of customer relationships, $16.4 million of software, and $7.1 million of intellectual property with a weighted average amortization period of 7.0, 6.1, and 5.0 years, respectively. Amortization expense was $5.5 million in 2016. The estimated aggregate amortization expense for each of the succeeding five years ended December 31, 2017 through 2021 is $7.8 million, $7.8 million, $7.4 million, $7.2 million, and $6.3 million, respectively, and $7.7 million thereafter after giving effect for the impairment loss. Refer to Note 9 for further discussion of the intangible asset impairment loss related to the Evanta reporting unit. There was $25.0 million of tax deductible intangible assets, which are expected to be tax deductible through 2034. The remaining intangible assets are not deductible for tax purposes. As a result, the Company recorded a deferred tax liability of $10.9 million related to the difference in book and tax basis of identifiable intangible assets. The Company allocated $237.2 million to goodwill, of which $47.6 million is expected to be tax deductible through 2027. In the fourth quarter of 2016, management identified indicators of potential goodwill impairment. Refer to Note 8 for further discussion of the goodwill impairment losses related to the Evanta reporting unit. The goodwill balance represents the Company’s expected ability to generate future cash flows, drive revenue growth, and lower customer acquisition costs across both Evanta and CEB by leveraging existing The amounts of revenue and net loss of Evanta since the acquisition date included in the consolidated statements of operations was $32.0 million and $67.5 million, respectively, in 2016. Pro Forma Financial Information The following unaudited pro forma financial information summarizes the Company’s results of operations as if the Evanta acquisition had been completed on January 1, 2015. The pro forma financial information presented includes the impact of the fair value adjustment for deferred revenue, amortization expense from acquired intangible assets, interest expense, and related tax effects. The following unaudited pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred on January 1, 2015 and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity (in thousands): Year Ended December 31, 2016 2015 Pro forma revenue $ 964,332 $ 963,023 Pro forma net (loss) income (28,325 ) 83,895 Pro forma revenue was reduced by $11.6 million related to the deferred revenue fair value adjustment in 2015. Pro forma net income reflects material, nonrecurring adjustments of $6.9 million related to the deferred revenue fair value adjustment in 2015, and $1.0 million of debt modification costs directly attributable to the acquisition in 2015. Other Acquisitions 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. 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 the Company’s 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 $4.5 million in four private entities in 2016 and $4.8 million in six private entities in 2015, for which the cost method was used. At December 31, 2016 and 2015, the Company held a total of ten and nine investments in private entities, for which the cost method was used, with an aggregate carrying amount of $28.7 million and $23.3 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 $5.4 million and $6.1 million at December 31, 2016 and 2015, respectively. The Company made investments totaling $2.7 million and $0.6 million in four and two private entities in 2016 and 2015, respectively, accounted for as available-for-sale securities. At December 31, 2016 and 2015, the fair value of the Company’s available-for-sale securities was $4.9 million and $3.5 million, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 December 31, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 134,929 $ — $ — $ 113,329 $ — $ — Investments held through variable insurance products in a Rabbi Trust — 23,475 — — 20,234 — Available-for-sale securities — — 4,859 — — 3,463 Forward currency contracts — 20 — — — — Financial liabilities Forward currency contracts $ — $ 11 $ — $ — $ 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 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 utilizes 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-3 Loans and Revolving Credit Facility approximates their fair value as the terms and interest rate approximate market rates. Subsequent to the January 5, 2017 announcement that the Company entered into the Merger Agreement, the carrying value of the Notes exceeded its fair value by 625 basis points. Changes to the fair values classified within Level 3 were as follows in 2016 (in thousands): Beginning of year $ 3,463 Available-for-sale securities acquired 2,650 Available-for-sale securities converted/disposed (1,588 ) Total gains recognized 334 End of year $ 4,859 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 Evanta reporting unit in 2016 and the PDRI reporting unit in 2014. 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, 2016 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Note 6. Accounts Receivable, Net Accounts receivable, net consisted of the following (in thousands): December 31, 2016 2015 Billed $ 181,169 $ 191,089 Unbilled 104,259 96,696 285,428 287,785 Allowance for uncollectible revenue (1,386 ) (2,737 ) Total accounts receivable, net $ 284,042 $ 285,048 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 Furniture, fixtures, and equipment $ 73,884 $ 65,572 Leasehold improvements 98,675 96,224 Computer software and website development costs 95,650 83,011 268,209 244,807 Accumulated depreciation (172,992 ) (142,470 ) Total property and equipment, net $ 95,217 $ 102,337 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 $23.6 million and $24.6 million at December 31, 2016 and 2015, respectively. Depreciation expense for website development costs and internal use software was $13.7 million, $13.7 million, and $10.2 million in 2016, 2015, and 2014, respectively. Total depreciation expense was $33.7 million, $32.1 million, and $29.4 million in 2016, 2015, and 2014, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 Year Ended December 31, 2015 CEB Segment CEB Talent Assessment Segment Total CEB Segment CEB Talent Assessment Segment Total Gross goodwill, beginning of year $ 170,886 $ 329,023 $ 499,909 $ 134,723 $ 347,984 $ 482,707 Goodwill acquired 237,233 — 237,233 40,130 — 40,130 Purchase accounting adjustments (2,456 ) — (2,456 ) (1,499 ) — (1,499 ) Impact of foreign currency (3,137 ) (57,123 ) (60,260 ) (2,468 ) (18,961 ) (21,429 ) Gross goodwill, end of year 402,526 271,900 674,426 170,886 329,023 499,909 Accumulated impairment loss, beginning of year (41,500 ) — (41,500 ) (41,500 ) — (41,500 ) Impairment loss (67,890 ) — (67,890 ) — — — Accumulated impairment loss, end of year (109,390 ) — (109,390 ) (41,500 ) — (41,500 ) Net goodwill, end of year $ 293,136 $ 271,900 $ 565,036 $ 129,386 $ 329,023 $ 458,409 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. Evanta Goodwill The Company recorded an impairment loss in the amount of $69.4 million in the fourth quarter of 2016, which was included in the impairment loss line on the consolidated statements of operations. Of this amount, $67.9 million relates to goodwill and $1.5 million relates to product related intangible assets. This loss did not impact our current liquidity position or cash flows. In the fourth quarter, management prepared a five year forecast as part of our annual impairment review for the Evanta reporting unit and determined that the reporting unit is unlikely to meet the cash flow forecasts used in the purchase price valuation model due primarily to lower than expected financial results and projected sales bookings. In addition to the financial results, the discount rate used in the income approach was increased due to market conditions and rising interest rates. Management used a discount rate of 12.5% and a long term growth rate of 4% when preparing the discounted cash flow model. The results of Step 1 indicated that the estimated fair value of the reporting unit was less than the carrying value. As required, management performed a test of recoverability for the intangible assets of the reporting unit. The intangible asset related to one of the Evanta revenue streams was written off due to the discontinuation of the revenue stream. The carrying value was $1.5 million and is included in the impairment loss. The impairment loss for goodwill and intangible asset did not result in a tax deduction for income tax purposes. At the time of the Evanta acquisition, a deferred tax liability in the amount of $10.9 million was established for the non-deductible amortization associated with the intangible asset. In connection with the intangible asset impairment loss, $0.6 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 2016. CEB Talent Assessment Goodwill The Company concluded that goodwill for the CEB Talent Assessment reporting unit was not impaired at October 1, 2016, the date of the Company’s annual impairment test. The carrying value of the reporting unit was $439.7 million at October 1, 2016, including $286.4 million of goodwill and $126.3 million of amortizable intangible assets. The estimated fair value of the CEB Talent Assessment reporting unit exceeded its carrying value by approximately 9%. 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 revenue 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, 2016, the CEB Talent Assessment reporting unit’s operating results were in line with management estimates. This reporting unit remains at risk for future impairment if the projected operating results are not met or other inputs in the fair value measurements change. 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. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 9. Intangible Assets, Net Intangible assets, net at December 31, 2016 consisted of the following (in thousands): Gross Carrying Amount Accumulated Impairment Loss Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period (in Years) Customer relationships $ 216,704 $ 20,800 $ 72,334 $ 123,570 8.2 Acquired intellectual property 89,840 — 45,081 44,759 9.2 Trade names 50,327 — 50,327 — — Software 34,003 1,550 16,598 15,855 5.6 Total $ 390,874 $ 22,350 $ 184,340 $ 184,184 8.2 Intangible assets, net at December 31, 2015 consisted of the following (in thousands): Gross Carrying Amount Accumulated Impairment Loss Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period (in Years) Customer relationships $ 210,810 $ 20,800 $ 59,012 $ 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 $ 20,800 $ 135,409 $ 230,680 8.4 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 2016, as part of the annual impairment test for Evanta, the Company completed a recoverability test for the intangible assets of the reporting unit, which is included in the CEB segment. On an undiscounted basis, the cash flows projected for the reporting unit exceeded the carrying value of the asset at October 1, 2016. The intangible assets related to one of the Evanta revenue streams were written off due to the discontinuation of the revenue stream. As a result, the Company recorded a pre-tax impairment loss of $1.5 million in 2016. This loss did not impact the Company’s liquidity position or cash flows. In connection with the rebranding of the SHL Talent Measurement segment to the CEB Talent Assessment segment, the Company transitioned to the CEB master brand for marketing, product, websites, and other content materials in 2016. As a result, beginning in the fourth quarter 2015 the Company accelerated amortization expense associated with a change in the estimated useful life of the SHL trade name and expensed an additional $28.9 million in 2016 and an additional $8.0 million in the fourth quarter of 2015. The impact to net (loss) income was $23.1 million, or $0.72 per share in 2016 and $6.4 million, or $0.19 per share in the fourth quarter of 2015. The trade name was fully amortized at 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 $68.5 million, $41.9 million, and $38.9 million in 2016, 2015, and 2014, respectively. Future expected amortization of intangible assets at December 31, 2016, calculated using foreign currency exchange rates in effect at the balance sheet date, was as follows (in thousands): 2017 $ 32,979 2018 32,056 2019 24,351 2020 19,622 2021 16,287 Thereafter 58,889 Total $ 184,184 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 Accounts payable $ 16,546 $ 12,301 Advanced membership payments received 19,764 17,352 Other accrued liabilities 54,316 58,754 Total accounts payable and accrued liabilities $ 90,626 $ 88,407 |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Note 11. Other Liabilities Other liabilities consisted of the following (in thousands): December 31, 2016 2015 Deferred compensation $ 22,985 $ 17,553 Lease incentives 35,522 37,239 Deferred rent benefit 38,078 37,833 Deferred revenue – long term 1,999 4,396 Other 11,309 10,571 Total other liabilities $ 109,893 $ 107,592 Included in Other at December 31, 2016 was $2.3 million related to a non-compete agreement with the Company’s Chairman and CEO that is effective and will be paid through 2020. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note 12. Debt Debt consisted of the following: December 31, 2016 2015 Senior Secured Credit Facilities Term loans, due April 2021, rate of 2.77% and 1.92% $ 390,306 $ 247,500 Revolving Credit Facility, due April 2021, average rate of 2.76% and 1.83% 240,000 70,000 Notes, due June 2023, rate of 5.625% 250,000 250,000 Total principal outstanding 880,306 567,500 Less: unamortized debt issuance costs Term loans 2,602 2,593 Notes 3,151 3,541 Total unamortized debt issuance costs 5,753 6,134 Principal less unamortized debt issuance costs 874,553 561,366 Less: current portion 7,872 4,948 Debt – long term $ 866,681 $ 556,418 Senior Secured Credit Facility 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 available 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 April 29, 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. 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 is 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). Borrowings under the Senior Secured Credit Facilities are 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. 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, 2016. 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 and mature on June 15, 2023. The indenture governing the Notes 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 In connection with the debt refinancing on April 29, 2016, the Company evaluated each investor of the Term A-2 Loans that reinvested in the Term A-3 Loans. The change in the present value of the future cash flows for each of the investments was less than 10% and, thus, the debt refinancing was accounted for as a debt modification for which the Company expensed $1.7 million of debt issuance costs paid to third parties and capitalized debt issuance costs paid to the creditors as a reduction to debt. The Company determined a new effective interest rate to amortize the capitalized debt issuance costs. In addition, debt issuance costs related to the revolving commitments under the Revolving Credit Facility 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. In June 2015, 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 Company’s then existing Term A-1 Loans and to pay related fees and expenses. Accordingly, the Company recognized debt modification costs based on its evaluation of the refinanced borrowings for each investor. The Company expensed $4.8 million in debt modification costs related to these debt transactions. At December 31, 2016, the Company had $5.8 million of debt issuance costs capitalized, of which $2.6 million related to the Term A-3 Loans and $3.2 million related to the Notes and were recorded as a deduction from the carrying amount of the debt. Furthermore, $3.8 million related to the Revolving Credit Facility and was recorded in Other non-current assets. At December 31, 2015, the Company had $6.1 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 Credit Facility and was recorded in Other non-current assets. Amortization of debt issuance costs was $1.8 million, $2.1 million and $2.6 million in 2016, 2015, and 2014, respectively. The Company paid interest of $26.4 million, $17.2 million, and $15.6 million in 2016, 2015, and 2014 respectively. These amounts are being amortized to interest expense over the term of the Senior Secured Credit Facilities and Notes using the effective interest method. The terms of the Senior Secured Credit Facilities 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 $106.8 million and $179.3 million at December 31, 2016 and 2015, respectively. Future minimum payments for the Senior Secured Credit Facilities and the Notes are as follows for the years ended December 31 (in thousands): 2017 $ 7,925 2018 13,869 2019 15,850 2020 15,850 2021 576,812 Thereafter 250,000 Total principal payments $ 880,306 The Company repaid $30.0 million of the Revolving Credit Facility subsequent to December 31, 2016. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging | 12 Months Ended |
Dec. 31, 2016 | |
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 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 June 30, 2017. 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, 2016 was AUD 7.5 million and EUR 6.9 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 (loss) 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 2016 2015 Derivatives designated as hedging instruments: Asset derivatives Prepaid expenses and other current assets $ 20 $ — Liability derivatives Accounts payable and accrued liabilities $ 11 $ 179 The pre-tax derivative instrument gains and losses recognized in OCI were as follows (in thousands): Amount of (Loss) Gain Recognized in OCI on Derivative (Effective portion) Year Ended December 31, Derivatives in Cash Flow Hedging Relationships 2016 2015 Forward currency contracts $ (2,110 ) $ 2,000 Interest rate swap arrangements $ — $ (2,958 ) 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) Year Ended December 31, Location of (Loss) Gain Reclassified from Accumulated OCI into Income (Effective portion) 2016 2015 Revenue $ (2,111 ) $ 2,046 Cost of services — 26 Member relations and marketing — 26 General and administrative — 8 Interest expense (672 ) (1,940 ) Other income, net — 90 $ (2,783 ) $ 256 |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity and Share-based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stockholders' (Deficit) Equity and Share-based Compensation | Note 14. Stockholders’ (Deficit) Equity and Share-based Compensation Share-Based Compensation The Company has RSUs 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 $19.8 million, $17.9 million, and $15.6 million in 2016, 2015, and 2014, 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 $7.9 million, $7.1 million, and $6.2 million in 2016, 2015, and 2014, respectively. At December 31, 2016, $31.9 million of total estimated unrecognized share-based compensation cost is expected to be recognized over a weighted average period of 3 years. Equity Incentive Plans In June 2012, the Company’s stockholders approved and the Company adopted the 2012 Stock Incentive Plan (“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 4.5 million shares available for issuance under the 2012 Plan at December 31, 2016. 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, 2016 2015 2014 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 694,032 $ 67.10 717,137 $ 58.51 749,955 $ 46.03 Granted 453,930 59.58 311,164 74.19 340,298 69.70 Forfeited (76,777 ) 64.72 (58,067 ) 65.84 (77,652 ) 54.57 Vested (251,421 ) 62.01 (276,202 ) 53.06 (295,464 ) 40.76 Nonvested, end of year 819,764 64.72 694,032 67.10 717,137 58.51 Performance-Based Stock Awards The following table summarizes the changes in PSAs: Year Ended December 31, 2016 2015 2014 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 44,895 $ 71.75 47,988 $ 64.48 60,639 $ 48.42 Granted 46,597 58.74 31,941 72.39 29,873 69.44 Forfeited (3,086 ) 69.13 (5,125 ) 68.28 (11,909 ) 52.60 Performance adjustment (14,059 ) 63.61 (10,988 ) 70.36 (915 ) 50.57 Vested (18,814 ) 70.14 (18,921 ) 56.15 (29,700 ) 41.87 Nonvested, end of year 55,533 63.58 44,895 71.75 47,988 64.48 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 2017, the Compensation Committee approved the number of PSAs earned from the 2014 grant based on the actual aggregate financial performance in the three-year period ended December 31, 2016. As a result, on February 17, 2017, the Company issued 18,814 PSAs that vested on December 31, 2016. 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 18,921 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, 2016 2015 2014 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 60,000 $ 30.01 170,754 $ 37.14 587,998 $ 58.87 Granted — — — — — — Forfeited — — — — (850 ) 74.98 Exercised (60,000 ) 30.01 (110,754 ) 41.00 (416,394 ) 67.74 Outstanding, end of year — 60,000 30.01 170,754 37.14 Vested or expected to vest, end of year — 60,000 30.01 170,754 37.14 Exercisable, end of year — 60,000 30.01 170,754 37.14 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, 2016 there were no outstanding SARs. At December 31, 2015, the Company had 60,000 vested SARs with an aggregate intrinsic value of $1.9 million. The total intrinsic value of SARs exercised in 2016 and 2015 was $1.5 million and $4.1 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 was authorized through December 31, 2016. In February 2016, the Company’s Board of Directors approved a $150 million stock repurchase program, which is authorized through December 31, 2017. At December 31, 2016, $137 million of the February 2016 authorization remained unused. In 2016, 2015, and 2014, the Company repurchased 0.9 million, 0.8 million, and 0.4 million shares of its common stock, respectively, at a total cost of $52.5 million, $60.4 million, and $30.0 million, respectively, pursuant to publicly announced plans. The remaining repurchase activity in 2016, 2015, and 2014 was related to common stock surrendered by employees to satisfy income tax withholding obligations. 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 2017, the Board of Directors declared a first quarter 2017 cash dividend of $0.4125 per share. The dividend is payable on March 31, 2017 to stockholders of record at the close of business on March 15, 2017. In 2016, the Company declared and paid quarterly cash dividends of $0.4125 per share for each quarter of 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, 2016 and 2015. No shares were issued and outstanding at December 31, 2016 and 2015. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2016 | |
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 were $6.2 million, consisting primarily of severance and related termination benefits. Of this amount, $5.1 million and $1.1 million was recognized in the fourth quarter of 2015 and in the first half of 2016, respectively, and substantially all of the cash was 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, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16. Income Taxes The components of (loss) income before provision for income taxes were as follows (in thousands): Year Ended December 31, 2016 2015 2014 US sources $ (9,228 ) $ 103,660 $ 85,462 Non-US sources (7,427 ) 13,872 6,388 Total $ (16,655 ) $ 117,532 $ 91,850 The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 Current tax expense Federal $ 17,206 $ 21,099 $ 48,926 State and local 3,531 4,894 12,300 Foreign 5,815 5,758 846 Total current tax expense 26,552 31,751 62,072 Deferred tax (benefit) expense Federal 2,341 (696 ) (13,193 ) State and local 233 (241 ) (1,995 ) Foreign (11,123 ) (5,810 ) (6,206 ) Total deferred tax (benefit) expense (8,549 ) (6,747 ) (21,394 ) Provision for income taxes $ 18,003 $ 25,004 $ 40,678 In 2016, 2015, and 2014, the Company made income tax payments of $25.3 million, $51.6 million, and $41.6 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, 2016 2015 2014 Statutory US federal income tax expense $ (5,828 ) $ 41,136 $ 32,149 Effect of foreign tax rates 5,415 1,772 2,098 State income taxes, net of US federal benefit 2,353 4,192 6,068 Goodwill impairment 23,762 — 6,615 Effect of financing (7,226 ) (7,113 ) (5,928 ) Foreign exchange differences (154 ) (514 ) (1,390 ) Change in valuation allowance (49 ) (1,718 ) (1,532 ) Tax rate changes (447 ) (2,146 ) — Domestic manufacturing deduction (767 ) (5,722 ) — Foreign tax and other credits (144 ) (6,869 ) — Disallowed expenses, including transaction costs 1,574 1,300 2,054 Other (486 ) 686 544 Tax expense $ 18,003 $ 25,004 $ 40,678 The Company recorded a provision for income taxes of $18.0 million, $25.0 million, and $40.7 million in 2016, 2015, and 2014, respectively. In 2016, 2015, and 2014 the Company’s effective income tax rate was (108.1)%, 21.3%, and 44.3%, respectively. The Company’s effective tax rate in 2016 differed from the federal statutory rate of 35% primarily due to the goodwill impairment, benefits of a UK financing transaction, the overall impact of earnings within and outside the US, state income taxes, and US government incentives, such as research tax credits and deductions related to domestic production activities. The Company’s effective tax rate in 2015 was lower than the federal statutory rate primarily due to discrete items, foreign tax credits, government provided tax incentives, and the benefits of a UK financing transaction, which were partially offset by state income taxes. In 2015, the Company determined there was sufficient foreign source income in the prior years to claim a credit for foreign taxes paid. Previously, the Company deducted foreign taxes paid against income. As a result, the Company amended its prior-year tax returns (2012-2013) to substitute claims for a foreign tax credit in place of prior-year deductions. The Company recognized a $4.3 million tax benefit in 2015, of which $2.0 million related to the prior years and $2.3 million related to 2015 activity. This tax benefit was included in the Foreign tax and other credits item within the income tax statutory rate reconciliation. The other tax credits relate to certain government provided tax incentives described below. In addition, the Company analyzed its operations and determined that it qualified for the domestic manufacturing deduction and research tax credits. Congress provides US companies with a deduction against income generated by manufacturing activities, which the Company determined was applicable to certain of its software creation activities. The Company amended prior year tax returns (2011-2014) to claim the domestic manufacturing deduction previously not taken on the original income tax returns and recognized an income tax benefit of $5.7 million of which $4.6 million related to the prior years and $1.2 million related to 2015 activity. Moreover, US federal and certain state tax laws permit taxpayers a research tax credit for the development of new products, product enhancements, and new or improved processes. In 2015, the Company determined that it qualified to claim this benefit in 2015 and in prior years. The Company amended prior year tax returns (2011-2014) and recognized an income tax benefit of $2.1 million of which $1.7 million related to the prior years and $0.4 million related to 2015 activity. This tax benefit was included in the Foreign tax and other credits item within the income tax statutory rate reconciliation. The UK enacted legislation and received royal assent in November 2015 reducing the UK tax rate to 19% in 2017 and further decreasing to 18% in 2020. This resulted in a $2.1 million benefit due to the revaluation of the UK deferred tax balances. In October 2015, the Company aligned its contracting and intellectual property arrangements to correspond to changes in its managerial structure for our US and global commercial operations. The commercial operations were changed to support the integration of SHL, which it acquired in August 2012 and which is headquartered in the UK, resulting in the need for two separate and distinct commercial structures to better serve its members: one located in the US, marketing and selling our products and services to US customers; and another managed in the UK, marketing and selling our products and services to all of our international customers. 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, 2016 2015 Deferred tax assets Share-based compensation $ 6,654 $ 5,638 Accrued incentive compensation 7,278 16,259 Accruals and reserves 2,961 1,762 Net operating loss and tax credit carryforwards 8,438 10,232 Deferred compensation plan 7,840 6,935 Deferred revenue 4,683 5,946 Goodwill and intangibles 2,084 — Operating leases and lease incentives 25,074 25,672 Total deferred tax assets 65,012 72,444 Valuation allowance (6,573 ) (6,510 ) Total deferred tax assets, net of valuation allowance 58,439 65,934 Deferred tax liabilities Deferred incentive compensation 7,267 5,700 Depreciation 11,767 12,795 Goodwill and intangibles 46,974 56,590 Other 2,139 2,227 Total deferred tax liabilities 68,147 77,312 Net deferred tax liabilities $ 9,708 $ 11,378 The Company’s deferred tax asset valuation allowances were primarily the result of uncertainties regarding the future realization of tax loss carryforwards and tax credit in various jurisdictions. Due to tax planning strategies utilized in 2016, 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 2016, certain tax credits expired that required a valuation allowance and were written off. The valuation allowance at December 31, 2016 increased by $0.1 million due to the expiration of certain tax credits and the ability to use certain foreign and state tax loss carryforwards. At December 31, 2016, the Company had US net operating loss carryforwards for federal tax purposes of $5.0 million, which expire, if unused, in various years from 2024 to 2035. The Company had US capital loss carryforward for federal tax purposes of $1.0 million, which expires if unused in 2021. At December 31, 2016 the Company had $4.6 million of non-trading losses and $4.9 million of trading losses available for carryforward indefinitely under UK tax law. At December 31, 2016, the Company had other foreign net operating loss carryforwards of $1.3 million, of which $1.0 million can be carried forward indefinitely under current local tax laws and $0.3 million will expire, if unused, in years beginning 2024. The Company recorded a $0.9 million valuation allowance against the deferred tax asset related to the UK tax non-trading loss carryforwards at December 31, 2016. The Company has Washington, DC tax credit carryforwards resulting in a deferred tax asset of $3.5 million and $5.1 million at December 31, 2016 and 2015, respectively. These credits expire in years 2017 through 2018. The Company recorded a $3.2 million and $5.1 million valuation allowance related to these credit carryforwards at December 31, 2016 and 2015, respectively. The Company had US state net operating loss carryforward of $14.7 million, which expire if unused in various years from 2024 to 2035. The Company recorded a $0.3 million valuation allowance against the deferred tax asset related to the state NOL carryforwards. Undistributed earnings of the Company’s foreign subsidiaries were $99.5 million, $91.7 million, and $59.8 million at December 31, 2016, 2015, and 2014, 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, 2016 2015 2014 Balance at beginning of the year $ 21,101 $ 21,821 $ 16,044 Additions based on tax positions related to the current year 531 1,056 805 Additions for tax positions of prior years 2,289 87 6,654 Reductions for tax positions of prior years (10,644 ) (1,255 ) (318 ) Reductions for lapse of statute of limitations (57 ) (608 ) (1,364 ) Balance at end of the year $ 13,220 $ 21,101 $ 21,821 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 $13.2 million, only $11.5 million would affect the Company’s effective tax rate. Interest and penalties recognized related to uncertain tax positions amounted to $(0.4) million, $(0.6) million, and $0.2 million in 2016, 2015, and 2014, respectively. Accrued interest and penalties were $0.7 million and $1.2 million at December 31, 2016 and 2015, respectively, and were included in Accounts payable and accrued liabilities. At December 31, 2016, the Company had outstanding claims related to income apportionment with certain state taxing jurisdictions that, if successful, would result in a refund of $6.5 million. The refund claim was reduced by $9 million in 2016 whereby certain refund claims were denied and the Company has no further recourse. Due to the uncertainty of the ability to recover the claims, the Company established an uncertain tax benefit of $6.5 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 $6.5 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 $3.0 million of its current other remaining unrecognized tax benefits may be recognized by the end of 2016 as a result of a lapse in the statute of limitations or the closing of income tax audits. CEB US is currently under audit by the Internal Revenue Service for tax years 2011 to 2013. The Company expects to complete the audit during 2017 without any material adjustments. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
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 $7.6 million, $6.8 million, and $6.6 million in 2016, 2015, and 2014, 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 2016, 2015, and 2014, the Company issued 33,007 shares, 26,385 shares, and 21,605 shares of common stock, respectively. At December 31, 2016, 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. Earnings (losses) associated with the Deferred Compensation Plan’s assets were $2.0 million, $(0.6) million, and $0.7 million in 2016, 2015, and 2014, 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 2016, 2015, or 2014. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
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 lease agreement provides the Company with various incentives 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. In addition, the Company provided a $3.6 million 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, 2016, 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. 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, 2016 (in thousands): Payments Due by Period at December 31, 2016 Total YE 2017 YE 2018 YE 2019 YE 2020 YE 2021 Thereafter Operating lease obligations $ 876,090 $ 52,956 $ 74,281 $ 69,157 $ 69,213 $ 68,456 $ 542,027 Sublease receipts (263,328 ) (22,241 ) (27,988 ) (24,267 ) (24,769 ) (25,266 ) (138,797 ) Total net lease obligations $ 612,762 $ 30,715 $ 46,293 $ 44,890 $ 44,444 $ 43,190 $ 403,230 Rent expense, net of sublease income, was $35.8 million, $32.9 million, and $30.5 million in 2016, 2015, and 2014, 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 $0.8 million and $1.3 million liability at December 31, 2016 and 2015, 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, 2016, the Company had outstanding letters of credit totaling $21.2 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 Loss | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Changes in Accumulated Elements of Other Comprehensive Loss | Note 19. Changes in Accumulated Elements of Other Comprehensive Loss Accumulated elements of other comprehensive 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 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 (1,576 ) — (1,576 ) Reclassification of losses into earnings 2,093 — 2,093 Translation of net investments in foreign operations — (95,155 ) (95,155 ) Net change in Accumulated other comprehensive income (loss) 517 (95,155 ) (94,638 ) Balance, December 31, 2016 $ (730 ) $ (138,864 ) $ (139,594 ) 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, 2016 | |
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 CEB segment includes the legacy CEB business, PDRI, and Evanta. The CEB Talent Assessment segment includes the legacy SHL business. The Company’s segment profit measure is Adjusted EBITDA. Information for the Company’s reportable segments was as follows (in thousands): Year Ended December 31, 2016 2015 2014 Revenue CEB segment $ 761,648 $ 731,834 $ 701,573 CEB Talent Assessment segment 188,146 196,600 207,401 Total revenue $ 949,794 $ 928,434 $ 908,974 Adjusted revenue CEB segment $ 774,725 $ 732,972 $ 705,110 CEB Talent Assessment segment 188,146 198,951 209,870 Total Adjusted revenue $ 962,871 $ 931,923 $ 914,980 Adjusted EBITDA CEB segment $ 206,335 $ 203,085 $ 194,572 CEB Talent Assessment segment 42,465 39,959 34,515 Total Adjusted EBITDA $ 248,800 $ 243,044 $ 229,087 Adjusted EBITDA margin 25.8 % 26.1 % 25.0 % CEB segment 26.6 % 27.7 % 27.6 % CEB Talent Assessment segment 22.6 % 20.1 % 16.4 % Depreciation and amortization CEB segment $ 45,684 $ 34,377 $ 33,707 CEB Talent Assessment segment 56,492 39,650 34,579 Total depreciation and amortization $ 102,176 $ 74,027 $ 68,286 The table below reconciles revenue to Adjusted revenue (in thousands): Year Ended December 31, 2016 2015 2014 Revenue $ 949,794 $ 928,434 $ 908,974 Impact of the deferred revenue fair value adjustment 13,077 3,489 6,006 Adjusted revenue $ 962,871 $ 931,923 $ 914,980 The table below reconciles net (loss) income to Adjusted EBITDA (in thousands): Year Ended December 31, 2016 2015 2014 Net (loss) income $ (34,658 ) $ 92,528 $ 51,172 Provision for income taxes 18,003 25,004 40,678 Interest expense, net 28,922 20,179 18,046 Debt modification costs 1,656 4,775 — Gain on cost method investment — — (6,585 ) Net non-operating foreign currency (gain) loss (6,890 ) (5,649 ) (8,642 ) Loss on other investments, net 797 — — Equity method investment loss 640 1,437 — Depreciation and amortization 102,176 74,027 68,286 Business transformation costs 24,035 — — Impact of the deferred revenue fair value adjustment 13,077 3,489 6,006 Acquisition related costs 7,694 3,027 2,964 CEO non-competition obligation 3,000 — — Restructuring costs 1,084 6,361 1,830 Impairment loss 69,441 — 39,700 Share-based compensation 19,823 17,866 15,632 Adjusted EBITDA $ 248,800 $ 243,044 $ 229,087 The following is a reconciliation of segment assets to total assets (in thousands): December 31, 2016 2015 Cash and cash equivalents CEB segment $ 67,154 $ 92,493 CEB Talent Assessment segment 67,775 20,836 Total cash and cash equivalents $ 134,929 $ 113,329 Accounts receivable, net CEB segment $ 223,812 $ 220,678 CEB Talent Assessment segment 60,230 64,370 Total accounts receivable, net $ 284,042 $ 285,048 Goodwill CEB segment $ 293,136 $ 129,386 CEB Talent Assessment segment 271,900 329,023 Total goodwill $ 565,036 $ 458,409 Intangible assets, net CEB segment $ 74,937 $ 47,051 CEB Talent Assessment segment 109,247 183,629 Total intangible assets, net $ 184,184 $ 230,680 Property and equipment, net CEB segment $ 81,753 $ 86,661 CEB Talent Assessment segment 13,464 15,676 Total property and equipment, net $ 95,217 $ 102,337 Total assets CEB segment $ 888,892 $ 722,806 CEB Talent Assessment segment 523,700 615,746 Total assets $ 1,412,592 $ 1,338,552 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 2016 Revenue $ 611,536 $ 180,522 $ 157,736 $ 949,794 Long-lived assets 380,661 440,777 22,999 844,437 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 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
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): 2016 Quarter Ended March 31 June 30 September 30 December 31 Revenue $ 223,198 $ 242,603 $ 229,844 $ 254,149 Total costs and expenses 207,073 228,025 212,282 295,578 Operating profit (loss) 16,125 14,578 17,562 (41,429 ) Income (loss) before provision for income taxes 9,056 10,692 10,310 (46,713 ) Net income (loss) 4,543 7,746 7,508 (54,455 ) Basic earnings (loss) per share 0.14 0.24 0.23 (1.69 ) Diluted earnings (loss) per share 0.14 0.24 0.23 (1.69 ) In the fourth quarter 2016, the Company recorded an impairment loss of $69.4 million related to the Evanta reporting unit, including $67.9 million related to goodwill and $1.5 million related to intangible assets. 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 |
Schedule II-Valuation and Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
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 Acquisitions Additions Charged to Revenue (Deductions)/ Additions Charged to Provision for Income Taxes Deductions from Reserve Balance at End of Year Year ended December 31, 2016 Allowance for uncollectible revenue $ 2,737 $ — $ 8,797 $ — $ 10,149 $ 1,385 Valuation allowance on deferred tax assets 6,510 2,083 — (48 ) 1,972 6,573 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 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 consolidated 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 consolidated 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’ (deficit) equity as a component of Accumulated other comprehensive (loss) 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 UK subsidiaries maintain 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’ (deficit) equity for consolidated reporting purposes. The Company recognized $6.9 million, $5.6 million, and $8.6 million of net non-operating foreign currency gains in 2016, 2015, and 2014, 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 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, 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, by 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 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 that 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 period. Growth rates represent the expected growth rates 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 unit, (3) the current after-tax market rate of return on debt of companies with business characteristics similar to the reporting unit, 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 are 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 two primary service offerings: executive memberships and professional services. In addition, the CEB segment also earns revenue from the sales of executive education, sponsorship fees earned by Evanta, and services provided to the US government and its agencies by Personnel Decisions Research Institutes, LLC (“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 duration. 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. • Sponsorship fees earned by Evanta are recognized on the date the event occurs. Revenue generated from sponsorship fees is seasonal in nature, with a majority recognized in the second and fourth quarters. • 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 on 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 in duration. 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 2017 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, $1.7 million, and $1.3 million in 2016, 2015, and 2014, 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 US dollar (“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 sterling (“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 (“UK”) 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. |
(Loss) Earnings Per Share | (Loss) earnings per Share Basic (loss) earnings per share is computed by dividing net (loss) income by the number of weighted average common shares outstanding during the period. Diluted (loss) earnings per share is computed by dividing net (loss) 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, 2016 2015 2014 Basic weighted average shares outstanding 32,087 33,367 33,666 Effect of dilutive shares outstanding — 305 373 Diluted weighted average shares outstanding 32,087 33,672 34,039 In 2016, 0.2 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 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 In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40) Not Yet Adopted In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) 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) |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 Basic weighted average shares outstanding 32,087 33,367 33,666 Effect of dilutive shares outstanding — 305 373 Diluted weighted average shares outstanding 32,087 33,672 34,039 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Summary of Reconciliation of Preliminary Purchase Price Allocation Based on Final Fair Value of Acquired Assets and Assumed Liabilities | The following table is a reconciliation of the preliminary purchase price allocation at June 30, 2016 to the final purchase price allocation based on the final fair value of the acquired assets and assumed liabilities at the acquisition date (in thousands): Preliminary Adjustments Final Cash and cash equivalents $ 17,619 $ — $ 17,619 Net working capital 9,959 (540 ) 9,419 Property and equipment, net 1,732 (119 ) 1,613 Deferred income tax liabilities, net (12,821 ) 1,899 (10,922 ) Deferred revenue (19,012 ) — (19,012 ) Other liabilities, net (310 ) — (310 ) Intangible assets, net 51,200 — 51,200 Goodwill 237,142 92 237,234 Total purchase price allocation $ 285,509 $ 1,332 $ 286,841 |
Summary of Pro Forma Financial Information | The following unaudited pro forma financial information summarizes the Company’s results of operations as if the Evanta acquisition had been completed on January 1, 2015. The pro forma financial information presented includes the impact of the fair value adjustment for deferred revenue, amortization expense from acquired intangible assets, interest expense, and related tax effects. The following unaudited pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred on January 1, 2015 and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity (in thousands): Year Ended December 31, 2016 2015 Pro forma revenue $ 964,332 $ 963,023 Pro forma net (loss) income (28,325 ) 83,895 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 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): December 31, 2016 December 31, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 134,929 $ — $ — $ 113,329 $ — $ — Investments held through variable insurance products in a Rabbi Trust — 23,475 — — 20,234 — Available-for-sale securities — — 4,859 — — 3,463 Forward currency contracts — 20 — — — — Financial liabilities Forward currency contracts $ — $ 11 $ — $ — $ 179 $ — |
Schedule of Changes to Fair Values Classified within Level 3 | Changes to the fair values classified within Level 3 were as follows in 2016 (in thousands): Beginning of year $ 3,463 Available-for-sale securities acquired 2,650 Available-for-sale securities converted/disposed (1,588 ) Total gains recognized 334 End of year $ 4,859 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Summary of Accounts Receivable, Net | Accounts receivable, net consisted of the following (in thousands): December 31, 2016 2015 Billed $ 181,169 $ 191,089 Unbilled 104,259 96,696 285,428 287,785 Allowance for uncollectible revenue (1,386 ) (2,737 ) Total accounts receivable, net $ 284,042 $ 285,048 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2016 2015 Furniture, fixtures, and equipment $ 73,884 $ 65,572 Leasehold improvements 98,675 96,224 Computer software and website development costs 95,650 83,011 268,209 244,807 Accumulated depreciation (172,992 ) (142,470 ) Total property and equipment, net $ 95,217 $ 102,337 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 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): Year Ended December 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 year $ 170,886 $ 329,023 $ 499,909 $ 134,723 $ 347,984 $ 482,707 Goodwill acquired 237,233 — 237,233 40,130 — 40,130 Purchase accounting adjustments (2,456 ) — (2,456 ) (1,499 ) — (1,499 ) Impact of foreign currency (3,137 ) (57,123 ) (60,260 ) (2,468 ) (18,961 ) (21,429 ) Gross goodwill, end of year 402,526 271,900 674,426 170,886 329,023 499,909 Accumulated impairment loss, beginning of year (41,500 ) — (41,500 ) (41,500 ) — (41,500 ) Impairment loss (67,890 ) — (67,890 ) — — — Accumulated impairment loss, end of year (109,390 ) — (109,390 ) (41,500 ) — (41,500 ) Net goodwill, end of year $ 293,136 $ 271,900 $ 565,036 $ 129,386 $ 329,023 $ 458,409 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets by Major Class | Intangible assets, net at December 31, 2016 consisted of the following (in thousands): Gross Carrying Amount Accumulated Impairment Loss Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period (in Years) Customer relationships $ 216,704 $ 20,800 $ 72,334 $ 123,570 8.2 Acquired intellectual property 89,840 — 45,081 44,759 9.2 Trade names 50,327 — 50,327 — — Software 34,003 1,550 16,598 15,855 5.6 Total $ 390,874 $ 22,350 $ 184,340 $ 184,184 8.2 Intangible assets, net at December 31, 2015 consisted of the following (in thousands): Gross Carrying Amount Accumulated Impairment Loss Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period (in Years) Customer relationships $ 210,810 $ 20,800 $ 59,012 $ 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 $ 20,800 $ 135,409 $ 230,680 8.4 |
Intangible Assets Expected Future Amortization Expense | Future expected amortization of intangible assets at December 31, 2016, calculated using foreign currency exchange rates in effect at the balance sheet date, was as follows (in thousands): 2017 $ 32,979 2018 32,056 2019 24,351 2020 19,622 2021 16,287 Thereafter 58,889 Total $ 184,184 |
Accounts Payable and Accrued 40
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following (in thousands): December 31, 2016 2015 Accounts payable $ 16,546 $ 12,301 Advanced membership payments received 19,764 17,352 Other accrued liabilities 54,316 58,754 Total accounts payable and accrued liabilities $ 90,626 $ 88,407 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other liabilities consisted of the following (in thousands): December 31, 2016 2015 Deferred compensation $ 22,985 $ 17,553 Lease incentives 35,522 37,239 Deferred rent benefit 38,078 37,833 Deferred revenue – long term 1,999 4,396 Other 11,309 10,571 Total other liabilities $ 109,893 $ 107,592 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following: December 31, 2016 2015 Senior Secured Credit Facilities Term loans, due April 2021, rate of 2.77% and 1.92% $ 390,306 $ 247,500 Revolving Credit Facility, due April 2021, average rate of 2.76% and 1.83% 240,000 70,000 Notes, due June 2023, rate of 5.625% 250,000 250,000 Total principal outstanding 880,306 567,500 Less: unamortized debt issuance costs Term loans 2,602 2,593 Notes 3,151 3,541 Total unamortized debt issuance costs 5,753 6,134 Principal less unamortized debt issuance costs 874,553 561,366 Less: current portion 7,872 4,948 Debt – long term $ 866,681 $ 556,418 |
Future Minimum Payments for Senior Secured Credit Facility and Notes | Future minimum payments for the Senior Secured Credit Facilities and the Notes are as follows for the years ended December 31 (in thousands): 2017 $ 7,925 2018 13,869 2019 15,850 2020 15,850 2021 576,812 Thereafter 250,000 Total principal payments $ 880,306 |
Derivative Instruments and He43
Derivative Instruments and Hedging (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 2016 2015 Derivatives designated as hedging instruments: Asset derivatives Prepaid expenses and other current assets $ 20 $ — Liability derivatives Accounts payable and accrued liabilities $ 11 $ 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 (Loss) Gain Recognized in OCI on Derivative (Effective portion) Year Ended December 31, Derivatives in Cash Flow Hedging Relationships 2016 2015 Forward currency contracts $ (2,110 ) $ 2,000 Interest rate swap arrangements $ — $ (2,958 ) 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) Year Ended December 31, Location of (Loss) Gain Reclassified from Accumulated OCI into Income (Effective portion) 2016 2015 Revenue $ (2,111 ) $ 2,046 Cost of services — 26 Member relations and marketing — 26 General and administrative — 8 Interest expense (672 ) (1,940 ) Other income, net — 90 $ (2,783 ) $ 256 |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity and Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 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 694,032 $ 67.10 717,137 $ 58.51 749,955 $ 46.03 Granted 453,930 59.58 311,164 74.19 340,298 69.70 Forfeited (76,777 ) 64.72 (58,067 ) 65.84 (77,652 ) 54.57 Vested (251,421 ) 62.01 (276,202 ) 53.06 (295,464 ) 40.76 Nonvested, end of year 819,764 64.72 694,032 67.10 717,137 58.51 |
Summary of Changes in Performance Based Stock Awards | The following table summarizes the changes in PSAs: Year Ended December 31, 2016 2015 2014 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 44,895 $ 71.75 47,988 $ 64.48 60,639 $ 48.42 Granted 46,597 58.74 31,941 72.39 29,873 69.44 Forfeited (3,086 ) 69.13 (5,125 ) 68.28 (11,909 ) 52.60 Performance adjustment (14,059 ) 63.61 (10,988 ) 70.36 (915 ) 50.57 Vested (18,814 ) 70.14 (18,921 ) 56.15 (29,700 ) 41.87 Nonvested, end of year 55,533 63.58 44,895 71.75 47,988 64.48 |
Summary of Changes in Stock Appreciation Rights | The following table summarizes the changes in SARs: Year Ended December 31, 2016 2015 2014 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 60,000 $ 30.01 170,754 $ 37.14 587,998 $ 58.87 Granted — — — — — — Forfeited — — — — (850 ) 74.98 Exercised (60,000 ) 30.01 (110,754 ) 41.00 (416,394 ) 67.74 Outstanding, end of year — 60,000 30.01 170,754 37.14 Vested or expected to vest, end of year — 60,000 30.01 170,754 37.14 Exercisable, end of year — 60,000 30.01 170,754 37.14 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of (Loss) Income before Provision for Income Taxes | The components of (loss) income before provision for income taxes were as follows (in thousands): Year Ended December 31, 2016 2015 2014 US sources $ (9,228 ) $ 103,660 $ 85,462 Non-US sources (7,427 ) 13,872 6,388 Total $ (16,655 ) $ 117,532 $ 91,850 |
Summary of Provision for Income Tax | The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 Current tax expense Federal $ 17,206 $ 21,099 $ 48,926 State and local 3,531 4,894 12,300 Foreign 5,815 5,758 846 Total current tax expense 26,552 31,751 62,072 Deferred tax (benefit) expense Federal 2,341 (696 ) (13,193 ) State and local 233 (241 ) (1,995 ) Foreign (11,123 ) (5,810 ) (6,206 ) Total deferred tax (benefit) expense (8,549 ) (6,747 ) (21,394 ) Provision for income taxes $ 18,003 $ 25,004 $ 40,678 |
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, 2016 2015 2014 Statutory US federal income tax expense $ (5,828 ) $ 41,136 $ 32,149 Effect of foreign tax rates 5,415 1,772 2,098 State income taxes, net of US federal benefit 2,353 4,192 6,068 Goodwill impairment 23,762 — 6,615 Effect of financing (7,226 ) (7,113 ) (5,928 ) Foreign exchange differences (154 ) (514 ) (1,390 ) Change in valuation allowance (49 ) (1,718 ) (1,532 ) Tax rate changes (447 ) (2,146 ) — Domestic manufacturing deduction (767 ) (5,722 ) — Foreign tax and other credits (144 ) (6,869 ) — Disallowed expenses, including transaction costs 1,574 1,300 2,054 Other (486 ) 686 544 Tax expense $ 18,003 $ 25,004 $ 40,678 |
Schedule of Deferred Tax Assets and Liabilities | 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, 2016 2015 Deferred tax assets Share-based compensation $ 6,654 $ 5,638 Accrued incentive compensation 7,278 16,259 Accruals and reserves 2,961 1,762 Net operating loss and tax credit carryforwards 8,438 10,232 Deferred compensation plan 7,840 6,935 Deferred revenue 4,683 5,946 Goodwill and intangibles 2,084 — Operating leases and lease incentives 25,074 25,672 Total deferred tax assets 65,012 72,444 Valuation allowance (6,573 ) (6,510 ) Total deferred tax assets, net of valuation allowance 58,439 65,934 Deferred tax liabilities Deferred incentive compensation 7,267 5,700 Depreciation 11,767 12,795 Goodwill and intangibles 46,974 56,590 Other 2,139 2,227 Total deferred tax liabilities 68,147 77,312 Net deferred tax liabilities $ 9,708 $ 11,378 |
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, 2016 2015 2014 Balance at beginning of the year $ 21,101 $ 21,821 $ 16,044 Additions based on tax positions related to the current year 531 1,056 805 Additions for tax positions of prior years 2,289 87 6,654 Reductions for tax positions of prior years (10,644 ) (1,255 ) (318 ) Reductions for lapse of statute of limitations (57 ) (608 ) (1,364 ) Balance at end of the year $ 13,220 $ 21,101 $ 21,821 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Rental Payments under Non-Cancelable Operating Leases and Future Minimum Receipts under Subleases | 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, 2016, 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. 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, 2016 (in thousands): Payments Due by Period at December 31, 2016 Total YE 2017 YE 2018 YE 2019 YE 2020 YE 2021 Thereafter Operating lease obligations $ 876,090 $ 52,956 $ 74,281 $ 69,157 $ 69,213 $ 68,456 $ 542,027 Sublease receipts (263,328 ) (22,241 ) (27,988 ) (24,267 ) (24,769 ) (25,266 ) (138,797 ) Total net lease obligations $ 612,762 $ 30,715 $ 46,293 $ 44,890 $ 44,444 $ 43,190 $ 403,230 |
Changes in Accumulated Elemen47
Changes in Accumulated Elements of Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Balances of Each Component of Other Comprehensive Loss | Changes in each component of AOCI in 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 (1,576 ) — (1,576 ) Reclassification of losses into earnings 2,093 — 2,093 Translation of net investments in foreign operations — (95,155 ) (95,155 ) Net change in Accumulated other comprehensive income (loss) 517 (95,155 ) (94,638 ) Balance, December 31, 2016 $ (730 ) $ (138,864 ) $ (139,594 ) |
Segments and Geographic Areas (
Segments and Geographic Areas (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 Revenue CEB segment $ 761,648 $ 731,834 $ 701,573 CEB Talent Assessment segment 188,146 196,600 207,401 Total revenue $ 949,794 $ 928,434 $ 908,974 Adjusted revenue CEB segment $ 774,725 $ 732,972 $ 705,110 CEB Talent Assessment segment 188,146 198,951 209,870 Total Adjusted revenue $ 962,871 $ 931,923 $ 914,980 Adjusted EBITDA CEB segment $ 206,335 $ 203,085 $ 194,572 CEB Talent Assessment segment 42,465 39,959 34,515 Total Adjusted EBITDA $ 248,800 $ 243,044 $ 229,087 Adjusted EBITDA margin 25.8 % 26.1 % 25.0 % CEB segment 26.6 % 27.7 % 27.6 % CEB Talent Assessment segment 22.6 % 20.1 % 16.4 % Depreciation and amortization CEB segment $ 45,684 $ 34,377 $ 33,707 CEB Talent Assessment segment 56,492 39,650 34,579 Total depreciation and amortization $ 102,176 $ 74,027 $ 68,286 |
Reconciliation of Revenue to Adjusted Revenue | The table below reconciles revenue to Adjusted revenue (in thousands): Year Ended December 31, 2016 2015 2014 Revenue $ 949,794 $ 928,434 $ 908,974 Impact of the deferred revenue fair value adjustment 13,077 3,489 6,006 Adjusted revenue $ 962,871 $ 931,923 $ 914,980 |
Reconciliation of Net (Loss) Income to Adjusted EBITDA | The table below reconciles net (loss) income to Adjusted EBITDA (in thousands): Year Ended December 31, 2016 2015 2014 Net (loss) income $ (34,658 ) $ 92,528 $ 51,172 Provision for income taxes 18,003 25,004 40,678 Interest expense, net 28,922 20,179 18,046 Debt modification costs 1,656 4,775 — Gain on cost method investment — — (6,585 ) Net non-operating foreign currency (gain) loss (6,890 ) (5,649 ) (8,642 ) Loss on other investments, net 797 — — Equity method investment loss 640 1,437 — Depreciation and amortization 102,176 74,027 68,286 Business transformation costs 24,035 — — Impact of the deferred revenue fair value adjustment 13,077 3,489 6,006 Acquisition related costs 7,694 3,027 2,964 CEO non-competition obligation 3,000 — — Restructuring costs 1,084 6,361 1,830 Impairment loss 69,441 — 39,700 Share-based compensation 19,823 17,866 15,632 Adjusted EBITDA $ 248,800 $ 243,044 $ 229,087 |
Reconciliation of Segment Assets to Total Assets | The following is a reconciliation of segment assets to total assets (in thousands): December 31, 2016 2015 Cash and cash equivalents CEB segment $ 67,154 $ 92,493 CEB Talent Assessment segment 67,775 20,836 Total cash and cash equivalents $ 134,929 $ 113,329 Accounts receivable, net CEB segment $ 223,812 $ 220,678 CEB Talent Assessment segment 60,230 64,370 Total accounts receivable, net $ 284,042 $ 285,048 Goodwill CEB segment $ 293,136 $ 129,386 CEB Talent Assessment segment 271,900 329,023 Total goodwill $ 565,036 $ 458,409 Intangible assets, net CEB segment $ 74,937 $ 47,051 CEB Talent Assessment segment 109,247 183,629 Total intangible assets, net $ 184,184 $ 230,680 Property and equipment, net CEB segment $ 81,753 $ 86,661 CEB Talent Assessment segment 13,464 15,676 Total property and equipment, net $ 95,217 $ 102,337 Total assets CEB segment $ 888,892 $ 722,806 CEB Talent Assessment segment 523,700 615,746 Total assets $ 1,412,592 $ 1,338,552 |
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 2016 Revenue $ 611,536 $ 180,522 $ 157,736 $ 949,794 Long-lived assets 380,661 440,777 22,999 844,437 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 |
Quarterly Financial Data (Una49
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data of Company | Unaudited summarized quarterly financial data was as follows (in thousands, except per share amounts): 2016 Quarter Ended March 31 June 30 September 30 December 31 Revenue $ 223,198 $ 242,603 $ 229,844 $ 254,149 Total costs and expenses 207,073 228,025 212,282 295,578 Operating profit (loss) 16,125 14,578 17,562 (41,429 ) Income (loss) before provision for income taxes 9,056 10,692 10,310 (46,713 ) Net income (loss) 4,543 7,746 7,508 (54,455 ) Basic earnings (loss) per share 0.14 0.24 0.23 (1.69 ) Diluted earnings (loss) per share 0.14 0.24 0.23 (1.69 ) In the fourth quarter 2016, the Company recorded an impairment loss of $69.4 million related to the Evanta reporting unit, including $67.9 million related to goodwill and $1.5 million related to intangible assets. 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 |
Description of Operations - Add
Description of Operations - Additional Information (Detail) - USD ($) | Jan. 05, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Significant Accounting Policies [Line Items] | |||
Common stock, par value | $ 0.01 | $ 0.01 | |
Gartner, Inc. Merger [Member] | Subsequent Event [Member] | |||
Significant Accounting Policies [Line Items] | |||
Common stock, par value | $ 0.01 | ||
Common stock conversion right to receive, cash | $ 54 | ||
Common stock conversion right to receive, share | 0.2284 | ||
Common stock conversion right to receive, par value | $ 0.0005 |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands, shares in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($)Serviceshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Significant Accounting Policies [Line Items] | |||
Net foreign currency gains (losses) included in other (expense) income | $ 6,890 | $ 5,649 | $ 8,642 |
Maximum weighted percentage in market approach | 50.00% | ||
Initial estimated useful life of intangible assets | 8 years 2 months 12 days | 8 years 4 months 24 days | |
Number of primary service offerings generates majority of revenue | Service | 2 | ||
Executive membership recognition period | 12 months | ||
Expiration period for non-cancelable operating lease agreements for our offices, beginning | 2,017 | ||
Expiration period for non-cancelable operating lease agreements for our offices, ending | 2,032 | ||
Advertising expense | $ 1,700 | $ 1,700 | $ 1,300 |
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 | 0.2 | ||
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 Accoun52
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Basic weighted average shares outstanding | 32,087 | 33,367 | 33,666 |
Effect of dilutive shares outstanding | 305 | 373 | |
Diluted weighted average shares outstanding | 32,087 | 33,672 | 34,039 |
Recent Accounting Pronounceme53
Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Jan. 01, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Business transformation costs | $ 24,035 | |
Subsequent Event [Member] | Maximum [Member] | ASU 2016-09 [Member] | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Expected adjustment to retained earnings on adoption | $ 1,000 | |
Other Non-current Assets [Member] | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Deferred income tax effects | $ 2,400 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)EntityInvestment | Dec. 31, 2015USD ($)BusinessEntityInvestment | Dec. 31, 2014USD ($) | Apr. 29, 2016 | |
Business Acquisition [Line Items] | ||||||||||||
Business consideration, net of cash acquired | $ 269,222 | $ 56,647 | $ 58,902 | |||||||||
Amortization expense | 68,500 | 41,900 | 38,900 | |||||||||
Amortization expense, 2017 | $ 32,979 | 32,979 | ||||||||||
Amortization expense, 2018 | 32,056 | 32,056 | ||||||||||
Amortization expense, 2019 | 24,351 | 24,351 | ||||||||||
Amortization expense, 2020 | 19,622 | 19,622 | ||||||||||
Amortization expense, 2021 | 16,287 | 16,287 | ||||||||||
Amortization expense, thereafter | 58,889 | 58,889 | ||||||||||
Deferred tax liability | 9,708 | $ 11,378 | 9,708 | 11,378 | ||||||||
Goodwill | 565,036 | $ 237,234 | 458,409 | 565,036 | 458,409 | |||||||
Revenue | 254,149 | $ 229,844 | 242,603 | $ 223,198 | 242,935 | $ 231,936 | $ 231,964 | $ 221,599 | 949,794 | 928,434 | 908,974 | |
Net loss | 54,455 | $ (7,508) | $ (7,746) | $ (4,543) | (18,257) | $ (31,969) | $ (23,212) | $ (19,090) | 34,658 | (92,528) | (51,172) | |
Pro forma revenue reduced | (964,332) | (963,023) | ||||||||||
Pro forma net income | 28,325 | (83,895) | ||||||||||
Goodwill amount related to acquisition | 237,233 | 40,130 | ||||||||||
Other investments in private entity | $ 7,150 | $ 5,298 | $ 8,567 | |||||||||
Number of private entity investments | Entity | 4 | 6 | ||||||||||
Number of investment | Investment | 10 | 9 | ||||||||||
Carrying value of company's investment | 28,700 | 23,300 | $ 28,700 | $ 23,300 | ||||||||
Available-for-Sale Securities [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of private entity investments | Entity | 4 | 2 | ||||||||||
Other investments available-for-sale securities in private entity | 2,700 | 600 | $ 2,700 | $ 600 | ||||||||
Fair value of available-for-sale securities | 4,900 | 3,500 | $ 4,900 | $ 3,500 | ||||||||
Equity Method [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of private entity investments | Entity | 1 | 1 | ||||||||||
Carrying value of company's investment | 5,400 | 6,100 | $ 5,400 | $ 6,100 | ||||||||
Private Entity Investments [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Other investments in private entity | 4,500 | 4,800 | ||||||||||
Deferred Revenue Fair Value Adjustment [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Pro forma revenue reduced | 11,600 | |||||||||||
Pro forma net income | 6,900 | |||||||||||
Debt Modification Costs [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Pro forma net income | 1,000 | |||||||||||
CXO Acquisition Co and Sports Leadership Acquisition Co | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||||||||
Business consideration, net of cash acquired | 269,200 | |||||||||||
Business acquisitions, cash paid | 17,600 | |||||||||||
Intangible assets acquired | 51,200 | $ 51,200 | ||||||||||
Amortization period | 6 years 4 months 24 days | |||||||||||
Amortization expense | $ 5,500 | |||||||||||
Amortization expense, 2017 | 7,800 | 7,800 | ||||||||||
Amortization expense, 2018 | 7,800 | 7,800 | ||||||||||
Amortization expense, 2019 | 7,400 | 7,400 | ||||||||||
Amortization expense, 2020 | 7,200 | 7,200 | ||||||||||
Amortization expense, 2021 | 6,300 | 6,300 | ||||||||||
Amortization expense, thereafter | 7,700 | 7,700 | ||||||||||
Tax deductible intangible assets | 25,000 | 25,000 | ||||||||||
Deferred tax liability | 10,900 | 10,900 | ||||||||||
Goodwill | 237,200 | 237,200 | ||||||||||
Expected tax deductible goodwill | 47,600 | 47,600 | ||||||||||
Revenue | 32,000 | |||||||||||
Net loss | 67,500 | |||||||||||
CXO Acquisition Co and Sports Leadership Acquisition Co | Customer Relationships [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired | 27,700 | $ 27,700 | ||||||||||
Amortization period | 7 years | |||||||||||
CXO Acquisition Co and Sports Leadership Acquisition Co | Software [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired | 16,400 | $ 16,400 | ||||||||||
Amortization period | 6 years 1 month 6 days | |||||||||||
CXO Acquisition Co and Sports Leadership Acquisition Co | Intellectual Property [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired | $ 7,100 | $ 7,100 | ||||||||||
Amortization period | 5 years | |||||||||||
Other Acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business consideration, net of cash acquired | 56,647 | |||||||||||
Intangible assets acquired | $ 24,200 | $ 24,200 | ||||||||||
Amortization period | 4 years | |||||||||||
Number of businesses acquired | Business | 4 | |||||||||||
Goodwill amount related to acquisition | $ 40,130 |
Acquisitions - Summary of Recon
Acquisitions - Summary of Reconciliation of Preliminary Purchase Price Allocation Based on Final Fair Value of Acquired Assets and Assumed Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 17,619 | ||
Net working capital | 9,419 | ||
Property and equipment, net | 1,613 | ||
Deferred income tax liabilities, net | (10,922) | ||
Deferred revenue | (19,012) | ||
Other liabilities, net | (310) | ||
Intangible assets, net | 51,200 | ||
Goodwill | $ 565,036 | 237,234 | $ 458,409 |
Total purchase price allocation | 286,841 | ||
Preliminary [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 17,619 | ||
Net working capital | 9,959 | ||
Property and equipment, net | 1,732 | ||
Deferred income tax liabilities, net | (12,821) | ||
Deferred revenue | (19,012) | ||
Other liabilities, net | (310) | ||
Intangible assets, net | 51,200 | ||
Goodwill | 237,142 | ||
Total purchase price allocation | 285,509 | ||
Adjustments [Member] | |||
Business Acquisition [Line Items] | |||
Net working capital | (540) | ||
Property and equipment, net | (119) | ||
Deferred income tax liabilities, net | 1,899 | ||
Goodwill | 92 | ||
Total purchase price allocation | $ 1,332 |
Acquisitions - Summary of Pro F
Acquisitions - Summary of Pro Forma Financial Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | ||
Pro forma revenue | $ 964,332 | $ 963,023 |
Pro forma net (loss) income | $ (28,325) | $ 83,895 |
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, 2016 | Dec. 31, 2015 |
Level 1 [Member] | ||
Financial assets | ||
Cash and cash equivalents | $ 134,929 | $ 113,329 |
Level 2 [Member] | ||
Financial assets | ||
Investments held through variable insurance products in a Rabbi Trust | 23,475 | 20,234 |
Level 2 [Member] | Forward Currency Contracts [Member] | ||
Financial assets | ||
Fair value of derivative assets | 20 | |
Financial liabilities | ||
Fair value of derivative liability | 11 | 179 |
Level 3 [Member] | ||
Financial assets | ||
Available-for-sale securities | $ 4,859 | $ 3,463 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Jan. 05, 2017 |
Senior Notes [Member] | Subsequent Event [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value basis point | 6.25% |
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, 2016USD ($) | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning of year | $ 3,463 |
Total gains recognized | 334 |
End of year | 4,859 |
Available-for-Sale Securities [Member] | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Available-for-sale securities acquired | 2,650 |
Available-for-sale securities converted/disposed | $ (1,588) |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 285,428 | $ 287,785 |
Allowance for uncollectible revenue | (1,386) | (2,737) |
Total accounts receivable, net | 284,042 | 285,048 |
Billed [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 181,169 | 191,089 |
Unbilled [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 104,259 | $ 96,696 |
Property and Equipment , Net -
Property and Equipment , Net - Summary of Property and Equipment , Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Abstract] | ||
Furniture, fixtures, and equipment | $ 73,884 | $ 65,572 |
Leasehold improvements | 98,675 | 96,224 |
Computer software and website development costs | 95,650 | 83,011 |
Property and equipment, gross | 268,209 | 244,807 |
Accumulated depreciation | (172,992) | (142,470) |
Total property and equipment, net | $ 95,217 | $ 102,337 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Net book value of assets | $ 23.6 | $ 24.6 | |
Depreciation expense | 33.7 | 32.1 | $ 29.4 |
Capitalized Software and Web Site Development Costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 13.7 | $ 13.7 | $ 10.2 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Oct. 02, 2016 | Jun. 30, 2016 | |
Goodwill [Line Items] | ||||
Gross goodwill, beginning of year | $ 499,909 | $ 482,707 | ||
Goodwill acquired | 237,233 | 40,130 | ||
Purchase accounting adjustments | (2,456) | (1,499) | ||
Impact of foreign currency | (60,260) | (21,429) | ||
Gross goodwill, end of year | 674,426 | 499,909 | ||
Accumulated impairment loss, beginning of year | (41,500) | (41,500) | ||
Impairment loss | (67,890) | |||
Accumulated impairment loss, end of year | (109,390) | (41,500) | ||
Net goodwill, end of year | 565,036 | 458,409 | $ 237,234 | |
CEB Segment [Member] | ||||
Goodwill [Line Items] | ||||
Gross goodwill, beginning of year | 170,886 | 134,723 | ||
Goodwill acquired | 237,233 | 40,130 | ||
Purchase accounting adjustments | (2,456) | (1,499) | ||
Impact of foreign currency | (3,137) | (2,468) | ||
Gross goodwill, end of year | 402,526 | 170,886 | ||
Accumulated impairment loss, beginning of year | (41,500) | (41,500) | ||
Impairment loss | (67,890) | |||
Accumulated impairment loss, end of year | (109,390) | (41,500) | ||
Net goodwill, end of year | 293,136 | 129,386 | ||
CEB Talent Assessment Segment [Member] | ||||
Goodwill [Line Items] | ||||
Gross goodwill, beginning of year | 329,023 | 347,984 | ||
Impact of foreign currency | (57,123) | (18,961) | ||
Gross goodwill, end of year | 271,900 | 329,023 | ||
Net goodwill, end of year | $ 271,900 | $ 329,023 | $ 286,400 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 02, 2016 | Dec. 31, 2016 | Jun. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2016 |
Goodwill [Line Items] | |||||||
Impairment loss | $ 69,441 | $ 39,700 | |||||
Goodwill impairment loss | 67,890 | ||||||
Intangible asset impairment loss | 22,350 | $ 20,800 | |||||
Intangible assets carrying value | $ 1,500 | 1,500 | |||||
Goodwill | 565,036 | 565,036 | 458,409 | $ 237,234 | |||
Customer Relationships [Member] | |||||||
Goodwill [Line Items] | |||||||
Intangible asset impairment loss | $ 20,800 | $ 20,800 | 20,800 | ||||
Evanta [Member] | |||||||
Goodwill [Line Items] | |||||||
Impairment loss | 69,400 | ||||||
Goodwill impairment loss | 67,900 | ||||||
Intangible asset impairment loss | 1,500 | ||||||
Discount rate | 12.50% | ||||||
Long term growth rate | 4.00% | ||||||
Evanta [Member] | Intangible Assets [Member] | |||||||
Goodwill [Line Items] | |||||||
Deferred income tax liability | 10,900 | $ 10,900 | |||||
Reduction in deferred tax liability | 600 | ||||||
CEB Talent Assessment Segment [Member] | |||||||
Goodwill [Line Items] | |||||||
Carrying value of reporting unit | $ 439,700 | ||||||
Goodwill | 286,400 | $ 271,900 | $ 271,900 | $ 329,023 | |||
Amortizable intangible assets | $ 126,300 | ||||||
Percentage exceeded in estimated value over carrying value | 9.00% | ||||||
PDRI [Member] | |||||||
Goodwill [Line Items] | |||||||
Impairment loss | 39,700 | ||||||
Goodwill impairment loss | 18,900 | ||||||
PDRI [Member] | Customer Relationships [Member] | |||||||
Goodwill [Line Items] | |||||||
Intangible asset impairment loss | $ 20,800 |
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, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 390,874 | $ 386,889 | |
Accumulated Impairment Loss | 22,350 | 20,800 | |
Accumulated Amortization | 184,340 | 135,409 | |
Net Carrying Amount | $ 184,184 | $ 230,680 | |
Weighted Average Amortization Period (in Years) | 8 years 2 months 12 days | 8 years 4 months 24 days | |
Customer Relationships [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 216,704 | $ 210,810 | |
Accumulated Impairment Loss | $ 20,800 | 20,800 | 20,800 |
Accumulated Amortization | 72,334 | 59,012 | |
Net Carrying Amount | $ 123,570 | $ 130,998 | |
Weighted Average Amortization Period (in Years) | 8 years 2 months 12 days | 9 years 7 months 6 days | |
Acquired Intellectual Property [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 89,840 | $ 97,176 | |
Accumulated Amortization | 45,081 | 38,665 | |
Net Carrying Amount | $ 44,759 | $ 58,511 | |
Weighted Average Amortization Period (in Years) | 9 years 2 months 12 days | 10 years 7 months 6 days | |
Trade Names [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 50,327 | $ 59,638 | |
Accumulated Amortization | 50,327 | 24,308 | |
Net Carrying Amount | $ 35,330 | ||
Weighted Average Amortization Period (in Years) | 10 months 24 days | ||
Software [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 34,003 | $ 19,265 | |
Accumulated Impairment Loss | 1,550 | ||
Accumulated Amortization | 16,598 | 13,424 | |
Net Carrying Amount | $ 15,855 | $ 5,841 | |
Weighted Average Amortization Period (in Years) | 5 years 7 months 6 days | 2 years 10 months 24 days |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 68,500 | $ 41,900 | $ 38,900 | |||
Carrying value | $ 184,184 | $ 230,680 | 184,184 | 230,680 | ||
Pre-tax impairment loss | 22,350 | 20,800 | ||||
Customer Relationships [Member] | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Carrying value | 123,570 | 130,998 | 123,570 | 130,998 | ||
Pre-tax impairment loss | $ 20,800 | 20,800 | $ 20,800 | |||
CEB Talent Assessment [Member] | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Amortization expense | 8,000 | 28,900 | ||||
Impact to net (loss) income | $ 6,400 | $ 23,100 | ||||
Impact to earnings per share | $ 0.19 | $ 0.72 | ||||
PDRI [Member] | Customer Relationships [Member] | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Estimated fair value of asset | 7,900 | |||||
Carrying value | $ 28,700 | |||||
Pre-tax impairment loss | $ 20,800 | |||||
Evanta [Member] | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Pre-tax impairment loss | $ 1,500 | $ 1,500 |
Intangible Assets, Net - Intang
Intangible Assets, Net - Intangible Assets Expected Future Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 32,979 | |
2,018 | 32,056 | |
2,019 | 24,351 | |
2,020 | 19,622 | |
2,021 | 16,287 | |
Thereafter | 58,889 | |
Total | $ 184,184 | $ 230,680 |
Accounts Payable and Accrued 68
Accounts Payable and Accrued Liabilities - Summary of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Accounts payable | $ 16,546 | $ 12,301 |
Advanced membership payments received | 19,764 | 17,352 |
Other accrued liabilities | 54,316 | 58,754 |
Total accounts payable and accrued liabilities | $ 90,626 | $ 88,407 |
Other Liabilities - Other Liabi
Other Liabilities - Other Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Deferred compensation | $ 22,985 | $ 17,553 |
Lease incentives | 35,522 | 37,239 |
Deferred rent benefit | 38,078 | 37,833 |
Deferred revenue – long term | 1,999 | 4,396 |
Other | 11,309 | 10,571 |
Total other liabilities | $ 109,893 | $ 107,592 |
Other Liabilities - Additional
Other Liabilities - Additional Information (Detail) $ in Millions | Dec. 31, 2016USD ($) |
CEO [Member] | |
Other Liabilities [Line Items] | |
CEO non-competition agreement, outstanding | $ 2.3 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total principal outstanding | $ 880,306 | $ 567,500 |
Total unamortized debt issuance costs | 5,753 | 6,134 |
Principal less unamortized debt issuance costs | 874,553 | 561,366 |
Less: current portion | 7,872 | 4,948 |
Debt – long term | 866,681 | 556,418 |
Senior Secured Credit Facility [Member] | Term loan [Member] | ||
Debt Instrument [Line Items] | ||
Total principal outstanding | 390,306 | 247,500 |
Total unamortized debt issuance costs | 2,602 | 2,593 |
Senior Secured Credit Facility [Member] | Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total principal outstanding | 880,306 | |
Senior Secured Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total principal outstanding | 240,000 | 70,000 |
Senior Notes [Member] | Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total principal outstanding | 250,000 | 250,000 |
Total unamortized debt issuance costs | $ 3,151 | $ 3,541 |
Debt - Schedule of Debt (Deta72
Debt - Schedule of Debt (Detail) - Parenthetical (Detail) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Senior Secured Credit Facility [Member] | Term loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, annual interest rate | 2.77% | 1.92% |
Maturity date | Apr. 29, 2021 | |
Senior Secured Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, annual interest rate | 2.76% | 1.83% |
Maturity date | Apr. 29, 2021 | |
Senior Notes [Member] | Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, annual interest rate | 5.625% | 5.625% |
Maturity date | Jun. 15, 2023 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Feb. 27, 2017 | Jan. 05, 2017 | Apr. 29, 2016 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 09, 2015 |
Debt Instrument [Line Items] | ||||||||
Debt modification costs | $ 1,700,000 | $ 4,800,000 | $ 1,656,000 | $ 4,775,000 | ||||
Capitalized debt issuance costs | 5,800,000 | 6,100,000 | ||||||
Amortization of debt issuance costs | 1,795,000 | 2,058,000 | $ 2,614,000 | |||||
Debt repaid | 92,194,000 | 264,750,000 | 10,752,000 | |||||
Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage change in present value of future cash flows between investment | 10.00% | |||||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt repaid | $ 30,000,000 | |||||||
Senior Secured Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility total available 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% | |||||||
Senior Secured Credit Facility [Member] | Federal Funds Effective Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread percentage | 0.50% | |||||||
Senior Secured Credit Facility [Member] | One Month LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread percentage | 1.00% | |||||||
Senior Secured Credit Facility [Member] | Term A-2 Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Increase in line of credit | $ 150,000,000 | |||||||
Capitalized debt issuance costs | 2,600,000 | |||||||
Senior Secured Credit Facility [Member] | Term A-3 Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Capitalized debt issuance costs | $ 2,600,000 | |||||||
Senior Secured Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Increase in line of credit | $ 100,000,000 | |||||||
Debt instrument maturity date | Apr. 29, 2021 | |||||||
Capitalized debt issuance costs | $ 3,800,000 | 2,700,000 | ||||||
Senior Secured Credit Facility [Member] | Revolving Credit Facility and Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortization of debt issuance costs | 1,800,000 | 2,100,000 | 2,600,000 | |||||
Interest paid | 26,400,000 | 17,200,000 | $ 15,600,000 | |||||
Retained earnings restricted from dividend payments | $ 106,800,000 | 179,300,000 | ||||||
Senior Notes [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread percentage | 6.25% | |||||||
Senior Notes [Member] | 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 and mature on June 15, 2023. | |||||||
Capitalized debt issuance costs | $ 3,200,000 | $ 3,500,000 |
Debt - Future Minimum Payments
Debt - Future Minimum Payments for Senior Secured Credit Facility and Notes (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total principal payments | $ 880,306 | $ 567,500 |
Senior Secured Credit Facility [Member] | Notes [Member] | ||
Debt Instrument [Line Items] | ||
2,017 | 7,925 | |
2,018 | 13,869 | |
2,019 | 15,850 | |
2,020 | 15,850 | |
2,021 | 576,812 | |
Thereafter | 250,000 | |
Total principal payments | $ 880,306 |
Derivative Instruments and He75
Derivative Instruments and Hedging - Additional Information (Detail) | 12 Months Ended | ||||
Dec. 31, 2016USD ($) | Dec. 31, 2016AUD | Dec. 31, 2016EUR (€) | Jul. 31, 2015USD ($) | 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 | ||||
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% | ||||
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] | Foreign Currency Hedge [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Maturity Date | Jun. 30, 2017 | ||||
Cash flow hedge ineffectiveness | $ 0 | ||||
Derivatives notional amount | AUD 7,500,000 | € 6,900,000 | |||
Derivatives Designated as Hedging Instruments [Member] | Interest Rate Swaps [Member] | |||||
Derivative [Line Items] | |||||
Derivatives notional amount | $ 275,000,000 |
Derivative Instruments and He76
Derivative Instruments and Hedging - Fair Value of Derivative Instruments (Detail) - Derivatives Designated as Hedging Instruments [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid Expenses and Other Current Assets [Member] | ||
Asset derivatives | ||
Fair value of derivative assets | $ 20 | |
Accounts Payable and Accrued Liabilities [Member] | ||
Liability derivatives | ||
Fair value of derivative liability | $ 11 | $ 179 |
Derivative Instruments and He77
Derivative Instruments and Hedging - Pre-Tax Effect of Derivative Instruments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $ (2,783) | $ 256 |
Revenue [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | (2,111) | 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 | |
Member Relations and Marketing [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | 26 | |
General and Administrative [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | 8 | |
Interest Expense [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | (672) | (1,940) |
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 (Loss) Gain Recognized in OCI on Derivative (Effective portion) | $ (2,110) | 2,000 |
Interest Rate Swaps [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Loss) Gain Recognized in OCI on Derivative (Effective portion) | $ (2,958) |
Stockholders' (Deficit) Equit78
Stockholders' (Deficit) Equity and Share-based Compensation - Additional Information (Detail) | Feb. 17, 2017shares | Feb. 19, 2016shares | Feb. 20, 2015shares | Feb. 28, 2017$ / shares | Feb. 29, 2016USD ($) | Feb. 28, 2015USD ($) | Feb. 28, 2013USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2016$ / shares | Jun. 30, 2016$ / shares | Mar. 31, 2016$ / shares | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2015$ / shares | Jun. 30, 2015$ / shares | Mar. 31, 2015$ / shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013shares | Jun. 30, 2012shares | Jun. 07, 2012shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||||||||
Recognized total share-based compensation costs | $ | $ 19,800,000 | $ 17,900,000 | $ 15,600,000 | ||||||||||||||||||
Authorization of common stock repurchase | $ | $ 150,000,000 | $ 100,000,000 | $ 50,000,000 | ||||||||||||||||||
Stock repurchase program expiration date | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | ||||||||||||||||||
Authorization of common stock repurchase remained unused | $ | $ 137,000,000 | 137,000,000 | |||||||||||||||||||
Cost of shares repurchased | $ | $ 57,801,000 | $ 68,963,000 | $ 37,370,000 | ||||||||||||||||||
Dividends declared and paid per share | $ / shares | $ 0.4125 | $ 0.4125 | $ 0.4125 | $ 0.4125 | $ 0.375 | $ 0.375 | $ 0.375 | $ 0.375 | $ 1.65 | $ 1.50 | $ 1.05 | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |||||||||||||||||
Share Repurchased Publicly Announced Plans [Member] | |||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||||||||
Number of shares repurchased | 900,000 | 800,000 | 400,000 | ||||||||||||||||||
Cost of shares repurchased | $ | $ 52,500,000 | $ 60,400,000 | $ 30,000,000 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||||||||
Cash dividend declared per share | $ / shares | $ 0.4125 | ||||||||||||||||||||
Dividend date of record | Mar. 15, 2017 | ||||||||||||||||||||
Dividend date of declared | 2017-02 | ||||||||||||||||||||
Dividend payment date | Mar. 31, 2017 | ||||||||||||||||||||
2012 Stock Incentive Plan [Member] | |||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||||||||
Issuance of common stock under stock incentive plan | 4,500,000 | 4,500,000 | |||||||||||||||||||
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 | $ | $ 7,900,000 | $ 7,100,000 | $ 6,200,000 | ||||||||||||||||||
Total unrecognized share-based compensation cost which is expected to be recognized | $ | $ 31,900,000 | $ 31,900,000 | |||||||||||||||||||
Total compensation cost not yet recognized, period for recognition | 3 years | ||||||||||||||||||||
RSU and PSA [Member] | 2012 Stock Incentive Plan [Member] | |||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||||||||
Grant counts against shares available for issuance | 2.5 | ||||||||||||||||||||
Stock Appreciation Rights (SARs) [Member] | |||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||||||||
Number of options outstanding | 0 | 60,000 | 0 | 60,000 | 170,754 | 587,998 | |||||||||||||||
Number of Performance Based Stock Awards, Vested | 60,000 | ||||||||||||||||||||
Aggregate intrinsic value of common stock options, exercised | $ | $ 1,500,000 | $ 4,100,000 | |||||||||||||||||||
Vested stock appreciation rights, outstanding, intrinsic value | $ | $ 1,900,000 | $ 1,900,000 | |||||||||||||||||||
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 | 18,921 | 29,700 | |||||||||||||||||||
Number of Performance Based Stock Awards, Vested | 18,814 | 18,921 | 29,700 | ||||||||||||||||||
Performance Based Stock Awards (PSAs) [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||||||||
Number of performance based stock awards, issued | 18,814 |
Stockholders' (Deficit) Equit79
Stockholders' (Deficit) Equity and Share-based Compensation - Summarization of Changes in Restricted Stock Units (Detail) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Restricted Stock Units, Nonvested, beginning of year | 694,032 | 717,137 | 749,955 |
Number of Restricted Stock Units, Granted | 453,930 | 311,164 | 340,298 |
Number of Restricted Stock Units, Forfeited | (76,777) | (58,067) | (77,652) |
Number of Restricted Stock Units, Vested | (251,421) | (276,202) | (295,464) |
Number of Restricted Stock Units, Nonvested, end of year | 819,764 | 694,032 | 717,137 |
Weighted Average Grant Date Fair Value, Nonvested, beginning of year | $ 67.10 | $ 58.51 | $ 46.03 |
Weighted Average Grant Date Fair Value, Granted | 59.58 | 74.19 | 69.70 |
Weighted Average Grant Date Fair Value, Forfeited | 64.72 | 65.84 | 54.57 |
Weighted Average Grant Date Fair Value, Vested | 62.01 | 53.06 | 40.76 |
Weighted Average Grant Date Fair Value, Nonvested, end of year | $ 64.72 | $ 67.10 | $ 58.51 |
Stockholders' (Deficit) Equit80
Stockholders' (Deficit) 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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Restricted Stock Units, Nonvested, beginning of year | 44,895 | 47,988 | 60,639 |
Number of Performance Based Stock Awards, Granted | 46,597 | 31,941 | 29,873 |
Number of Performance Based Stock Awards, Forfeited | (3,086) | (5,125) | (11,909) |
Number of Performance Based Stock Awards, Performance adjustment | (14,059) | (10,988) | (915) |
Number of Performance Based Stock Awards, Vested | (18,814) | (18,921) | (29,700) |
Number of Restricted Stock Units, Nonvested, end of year | 55,533 | 44,895 | 47,988 |
Weighted Average Grant Date Fair Value, Nonvested, beginning of year | $ 71.75 | $ 64.48 | $ 48.42 |
Weighted Average Grant Date Fair Value, Granted | 58.74 | 72.39 | 69.44 |
Weighted Average Grant Date Fair Value, Forfeited | 69.13 | 68.28 | 52.60 |
Weighted Average Grant Date Fair Value, Performance adjustment | 63.61 | 70.36 | 50.57 |
Weighted Average Grant Date Fair Value, Vested | 70.14 | 56.15 | 41.87 |
Weighted Average Grant Date Fair Value, Nonvested, end of year | $ 63.58 | $ 71.75 | $ 64.48 |
Stockholders' (Deficit) Equit81
Stockholders' (Deficit) Equity and Share-based Compensation - Summary of Changes in Stock Appreciation Rights (Detail) - Stock Appreciation Rights (SARs) [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options Outstanding, beginning of year | 60,000 | 170,754 | 587,998 |
Number of Stock Appreciation Rights, Granted | 0 | 0 | 0 |
Number of Stock Appreciation Rights, Forfeited | 0 | 0 | (850) |
Number of Stock Appreciation Rights, Exercised | (60,000) | (110,754) | (416,394) |
Number of Options Outstanding, end of year | 0 | 60,000 | 170,754 |
Number of Stock Appreciation Rights, Vested or expected to vest, end of year | 0 | 60,000 | 170,754 |
Number of Stock Appreciation Rights, Exercisable, end of year | 0 | 60,000 | 170,754 |
Weighted Average Exercise Price, Outstanding, beginning of year | $ 30.01 | $ 37.14 | $ 58.87 |
Weighted Average Exercise Price, Granted | 0 | 0 | 0 |
Weighted Average Exercise Price, Forfeited | 0 | 0 | 74.98 |
Weighted Average Exercise Price, Exercised | $ 30.01 | 41 | 67.74 |
Weighted Average Exercise Price, Outstanding, end of year | 30.01 | 37.14 | |
Weighted Average Exercise Price, Vested or expected to vest, end of year | 30.01 | 37.14 | |
Weighted Average Exercise Price, Exercisable, end of year | $ 30.01 | $ 37.14 |
Restructuring Costs - Additiona
Restructuring Costs - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring costs | $ 1,084 | $ 6,361 | $ 1,830 | |||
2015 Plan [Member] | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Pre-tax restructuring charges | $ 6,200 | 6,200 | ||||
Restructuring costs | $ 5,100 | $ 1,100 | ||||
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 (L
Income Taxes - Components of (Loss) Income before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
US sources | $ (9,228) | $ 103,660 | $ 85,462 |
Non-US sources | (7,427) | 13,872 | 6,388 |
(Loss) income before provision for income taxes | $ (16,655) | $ 117,532 | $ 91,850 |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Tax (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current tax expense | |||
Federal | $ 17,206 | $ 21,099 | $ 48,926 |
State and local | 3,531 | 4,894 | 12,300 |
Foreign | 5,815 | 5,758 | 846 |
Total current tax expense | 26,552 | 31,751 | 62,072 |
Deferred tax (benefit) expense | |||
Federal | 2,341 | (696) | (13,193) |
State and local | 233 | (241) | (1,995) |
Foreign | (11,123) | (5,810) | (6,206) |
Total deferred tax (benefit) expense | (8,549) | (6,747) | (21,394) |
Provision for income taxes | $ 18,003 | $ 25,004 | $ 40,678 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax [Line Items] | ||||
Income tax payments | $ 25,300 | $ 51,600 | $ 41,600 | |
Provision for income taxes | $ 18,003 | $ 25,004 | $ 40,678 | |
Effective income tax rate | (108.10%) | 21.30% | 44.30% | |
Statutory US federal income tax rate | 35.00% | |||
Benefit claimed for foreign tax and other credits | $ 144 | $ 6,869 | ||
Income tax benefit recognized for domestic manufacturing deduction, amount | 767 | 5,722 | ||
Tax rate changes | (447) | (2,146) | ||
Valuation allowance increase | 100 | |||
Deferred tax asset valuation allowance | 6,573 | 6,510 | ||
Tax credit carried forwards resulting in deferred tax asset | 3,500 | 5,100 | ||
Valuation allowance related to tax credit carryforwards | $ 3,200 | 5,100 | ||
Tax credit carryforward description | Expire in years 2017 through 2018 | |||
Undistributed earnings foreign subsidiaries | $ 99,500 | 91,700 | $ 59,800 | |
Uncertain tax benefits | 13,220 | 21,101 | 21,821 | $ 16,044 |
Uncertain tax benefits, affect effective tax rate | 11,500 | |||
Interest and penalty expense related to uncertain tax positions | (400) | (600) | $ 200 | |
Accrued interest and penalties | 700 | 1,200 | ||
Claims related to income apportionment with certain state taxing jurisdictions | 6,500 | |||
Reduction in tax refund claim | 9,000 | |||
Outstanding uncertain tax benefits that might or might not be settled | 6,500 | |||
Unrecognized tax benefits reasonably possible to be decrease next year | 6,500 | |||
Unrecognized tax benefits reasonably possible to be recognized next year | $ 3,000 | |||
Examination of income tax returns, description | CEB US is currently under audit by the Internal Revenue Service for tax years 2011 to 2013. The Company expects to complete the audit during 2017 without any material adjustments. | |||
UNITED KINGDOM [Member] | ||||
Income Tax [Line Items] | ||||
Tax rate changes | $ 2,100 | |||
US [Member] | ||||
Income Tax [Line Items] | ||||
US Federal net operating loss carry forwards | $ 5,000 | |||
Capital loss carryforward under current local tax laws expiration year | 2,021 | |||
US Federal net capital loss carry forwards | $ 1,000 | |||
US [Member] | Minimum [Member] | ||||
Income Tax [Line Items] | ||||
Operating loss carryforward under current local tax laws expiration beginning year | 2,024 | |||
US [Member] | Maximum [Member] | ||||
Income Tax [Line Items] | ||||
Operating loss carryforward under current local tax laws expiration beginning year | 2,035 | |||
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 | $ 1,300 | |||
Indefinite operating loss carryforwards under current local tax laws | 1,000 | |||
Operating loss carryforward under current local tax laws, set to expire from 2030 | 300 | |||
Foreign Country [Member] | UNITED KINGDOM [Member] | ||||
Income Tax [Line Items] | ||||
US Federal net operating loss carry forwards | 4,900 | |||
US Federal net capital loss carry forwards | 4,600 | |||
Deferred tax asset valuation allowance | 900 | |||
State [Member] | ||||
Income Tax [Line Items] | ||||
US Federal net operating loss carry forwards | 14,700 | |||
Deferred tax asset valuation allowance | $ 300 | |||
State [Member] | Minimum [Member] | ||||
Income Tax [Line Items] | ||||
Operating loss carryforward under current local tax laws expiration beginning year | 2,024 | |||
State [Member] | Maximum [Member] | ||||
Income Tax [Line Items] | ||||
Operating loss carryforward under current local tax laws expiration beginning year | 2,035 | |||
Amending 2012-2013 Tax Returns [Member] | ||||
Income Tax [Line Items] | ||||
Benefit claimed for foreign tax and other credits | 4,300 | |||
Prior year income taxes, amount | 2,000 | |||
Income tax benefit recognized for foreign tax, amount | 2,300 | |||
Amendment to 2011-2014 Tax Returns [Member] | US [Member] | ||||
Income Tax [Line Items] | ||||
Prior year income taxes, amount | 4,600 | |||
Benefit claimed for domestic manufacturing deduction | 5,700 | |||
Income tax benefit recognized for domestic manufacturing deduction, amount | 1,200 | |||
Amendment to 2011-2014 Tax Returns [Member] | US [Member] | Research Tax Credit [Member] | ||||
Income Tax [Line Items] | ||||
Prior year income taxes, amount | 1,700 | |||
Income tax benefit recognized for domestic manufacturing deduction, amount | 2,100 | |||
Income tax benefit recognized for research tax, amount | $ 400 | |||
2017 [Member] | UNITED KINGDOM [Member] | ||||
Income Tax [Line Items] | ||||
Change in enacted tax rate, percentage | 19.00% | |||
2020 [Member] | UNITED KINGDOM [Member] | ||||
Income Tax [Line Items] | ||||
Change in enacted tax rate, percentage | 18.00% | |||
Earliest Tax Year [Member] | US [Member] | Internal Revenue Service [Member] | ||||
Income Tax [Line Items] | ||||
Tax year | 2,011 | |||
Latest Tax Year [Member] | US [Member] | Internal Revenue Service [Member] | ||||
Income Tax [Line Items] | ||||
Tax year | 2,013 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate to US Federal Income Tax Statutory Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Statutory US federal income tax expense | $ (5,828) | $ 41,136 | $ 32,149 |
Effect of foreign tax rates | 5,415 | 1,772 | 2,098 |
State income taxes, net of US federal benefit | 2,353 | 4,192 | 6,068 |
Goodwill impairment | 23,762 | 6,615 | |
Effect of financing | (7,226) | (7,113) | (5,928) |
Foreign exchange differences | (154) | (514) | (1,390) |
Change in valuation allowance | (49) | (1,718) | (1,532) |
Tax rate changes | (447) | (2,146) | |
Domestic manufacturing deduction | (767) | (5,722) | |
Foreign tax and other credits | (144) | (6,869) | |
Disallowed expenses, including transaction costs | 1,574 | 1,300 | 2,054 |
Other | (486) | 686 | 544 |
Provision for income taxes | $ 18,003 | $ 25,004 | $ 40,678 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets | ||
Share-based compensation | $ 6,654 | $ 5,638 |
Accrued incentive compensation | 7,278 | 16,259 |
Accruals and reserves | 2,961 | 1,762 |
Net operating loss and tax credit carryforwards | 8,438 | 10,232 |
Deferred compensation plan | 7,840 | 6,935 |
Deferred revenue | 4,683 | 5,946 |
Goodwill and intangibles | 2,084 | |
Operating leases and lease incentives | 25,074 | 25,672 |
Total deferred tax assets | 65,012 | 72,444 |
Valuation allowance | (6,573) | (6,510) |
Total deferred tax assets, net of valuation allowance | 58,439 | 65,934 |
Deferred tax liabilities | ||
Deferred incentive compensation | 7,267 | 5,700 |
Depreciation | 11,767 | 12,795 |
Goodwill and intangibles | 46,974 | 56,590 |
Other | 2,139 | 2,227 |
Total deferred tax liabilities | 68,147 | 77,312 |
Net deferred tax liabilities | $ 9,708 | $ 11,378 |
Income Taxes - Reconciliation88
Income Taxes - Reconciliation of Beginning and Ending Unrecognized Tax Benefit (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of the year | $ 21,101 | $ 21,821 | $ 16,044 |
Additions based on tax positions related to the current year | 531 | 1,056 | 805 |
Additions for tax positions of prior years | 2,289 | 87 | 6,654 |
Reductions for tax positions of prior years | (10,644) | (1,255) | (318) |
Reductions for lapse of statute of limitations | (57) | (608) | (1,364) |
Balance at end of the year | $ 13,220 | $ 21,101 | $ 21,821 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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 | $ 7,600,000 | $ 6,800,000 | $ 6,600,000 |
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 | 33,007 | 26,385 | 21,605 |
Common stock available for issuance under Employee Stock Purchase Plan | 600,000 | ||
Earnings (losses) associated with the deferred compensation plan's assets | $ 2,000,000 | $ (600,000) | $ 700,000 |
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 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Feb. 28, 2015USD ($) | |
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 | $ 35,522,000 | $ 37,239,000 | ||||
Letter of credit | $ 3,600,000 | |||||
Number of existing facilities assigned to new lessor | Facility | 1 | |||||
Rent expense, net of sublease income | 35,800,000 | 32,900,000 | $ 30,500,000 | |||
Certain sales liabilities | 800,000 | $ 1,300,000 | ||||
Payments under voluntary sales tax disclosure agreement | $ 3,700,000 | |||||
Total outstanding letters of credit | 21,200,000 | |||||
Amounts drawn on letter of credit agreements | 0 | |||||
Arlington [Member] | ||||||
Commitments Contingencies And Guarantees [Line Items] | ||||||
Estimated lease incentives | $ 56,000,000 |
Commitments and Contingencies91
Commitments and Contingencies - Future Minimum Rental Payments under Non-Cancelable Operating Leases and Future Minimum Receipts under Subleases (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Operating lease obligations, Total | $ 876,090 |
Sublease receipts, Total | (263,328) |
Total net lease obligations, Total | 612,762 |
Operating lease obligations, YE 2017 | 52,956 |
Subleases receipts, YE 2017 | (22,241) |
Total net lease obligations, YE 2017 | 30,715 |
Operating lease obligations, YE 2018 | 74,281 |
Subleases receipts, YE 2018 | (27,988) |
Total net lease obligations, YE 2018 | 46,293 |
Operating lease obligations, YE 2019 | 69,157 |
Subleases receipts, YE 2019 | (24,267) |
Total net lease obligations, YE 2019 | 44,890 |
Operating lease obligations, YE 2020 | 69,213 |
Subleases receipts, YE 2020 | (24,769) |
Total net lease obligations, YE 2020 | 44,444 |
Operating lease obligations, YE 2021 | 68,456 |
Subleases receipts, YE 2021 | (25,266) |
Total net lease obligations, YE 2021 | 43,190 |
Operating lease obligations, Thereafter | 542,027 |
Subleases receipts, Thereafter | (138,797) |
Total net lease obligations, Thereafter | $ 403,230 |
Changes in Accumulated Elemen92
Changes in Accumulated Elements of Other Comprehensive Loss - Schedule of Changes in Accumulated Balances of Each Component of Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | $ 43,677 | $ 86,137 | $ 139,742 |
Net unrealized losses | (1,576) | ||
Reclassification of losses into earnings | 2,093 | ||
Translation of net investments in foreign operations | (95,155) | (38,549) | (47,538) |
Net change in Accumulated other comprehensive income (loss) | (94,638) | ||
Ending Balance | (174,930) | 43,677 | 86,137 |
Cash Flow Hedges, Net of Tax [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (1,247) | ||
Net unrealized losses | (1,576) | ||
Reclassification of losses into earnings | 2,093 | ||
Net change in Accumulated other comprehensive income (loss) | 517 | ||
Ending Balance | (730) | (1,247) | |
Foreign Currency Translation Adjustments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (43,709) | ||
Translation of net investments in foreign operations | (95,155) | ||
Net change in Accumulated other comprehensive income (loss) | (95,155) | ||
Ending Balance | (138,864) | (43,709) | |
Accumulated Other Comprehensive (Loss) Income [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (44,956) | (5,589) | 43,287 |
Translation of net investments in foreign operations | (95,155) | (38,549) | (47,538) |
Ending Balance | $ (139,594) | $ (44,956) | $ (5,589) |
Segments and Geographic Areas -
Segments and Geographic Areas - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segments and Geographic Areas94
Segments and Geographic Areas - Schedule of Company's Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue | |||||||||||
Total revenue | $ 254,149 | $ 229,844 | $ 242,603 | $ 223,198 | $ 242,935 | $ 231,936 | $ 231,964 | $ 221,599 | $ 949,794 | $ 928,434 | $ 908,974 |
Adjusted revenue | |||||||||||
Total Adjusted revenue | 962,871 | 931,923 | 914,980 | ||||||||
Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | $ 248,800 | $ 243,044 | $ 229,087 | ||||||||
Adjusted EBITDA margin | |||||||||||
Total Adjusted EBITDA margin | 25.80% | 26.10% | 25.00% | ||||||||
Depreciation and amortization | |||||||||||
Total depreciation and amortization | $ 102,176 | $ 74,027 | $ 68,286 | ||||||||
CEB Segment [Member] | |||||||||||
Revenue | |||||||||||
Total revenue | 761,648 | 731,834 | 701,573 | ||||||||
Adjusted revenue | |||||||||||
Total Adjusted revenue | 774,725 | 732,972 | 705,110 | ||||||||
Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | $ 206,335 | $ 203,085 | $ 194,572 | ||||||||
Adjusted EBITDA margin | |||||||||||
Total Adjusted EBITDA margin | 26.60% | 27.70% | 27.60% | ||||||||
Depreciation and amortization | |||||||||||
Total depreciation and amortization | $ 45,684 | $ 34,377 | $ 33,707 | ||||||||
CEB Talent Assessment Segment [Member] | |||||||||||
Revenue | |||||||||||
Total revenue | 188,146 | 196,600 | 207,401 | ||||||||
Adjusted revenue | |||||||||||
Total Adjusted revenue | 188,146 | 198,951 | 209,870 | ||||||||
Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | $ 42,465 | $ 39,959 | $ 34,515 | ||||||||
Adjusted EBITDA margin | |||||||||||
Total Adjusted EBITDA margin | 22.60% | 20.10% | 16.40% | ||||||||
Depreciation and amortization | |||||||||||
Total depreciation and amortization | $ 56,492 | $ 39,650 | $ 34,579 |
Segments and Geographic Areas95
Segments and Geographic Areas - Reconciliation of Revenue to Adjusted Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting [Abstract] | |||||||||||
Revenue | $ 254,149 | $ 229,844 | $ 242,603 | $ 223,198 | $ 242,935 | $ 231,936 | $ 231,964 | $ 221,599 | $ 949,794 | $ 928,434 | $ 908,974 |
Impact of the deferred revenue fair value adjustment | 13,077 | 3,489 | 6,006 | ||||||||
Adjusted revenue | $ 962,871 | $ 931,923 | $ 914,980 |
Segments and Geographic Areas96
Segments and Geographic Areas - Reconciliation of Net (Loss) Income to Adjusted EBITDA (Detail) - USD ($) $ in Thousands | Apr. 29, 2016 | Jun. 30, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||||||||||
Net (loss) income | $ (54,455) | $ 7,508 | $ 7,746 | $ 4,543 | $ 18,257 | $ 31,969 | $ 23,212 | $ 19,090 | $ (34,658) | $ 92,528 | $ 51,172 | ||
Provision for income taxes | 18,003 | 25,004 | 40,678 | ||||||||||
Interest expense, net | 28,922 | 20,179 | 18,046 | ||||||||||
Debt modification costs | $ 1,700 | $ 4,800 | 1,656 | 4,775 | |||||||||
Gain on cost method investment | (6,585) | ||||||||||||
Net non-operating foreign currency (gain) loss | (6,890) | (5,649) | (8,642) | ||||||||||
Loss on other investments, net | 797 | ||||||||||||
Equity method investment loss | 640 | 1,437 | |||||||||||
Depreciation and amortization | 102,176 | 74,027 | 68,286 | ||||||||||
Business transformation costs | 24,035 | ||||||||||||
Impact of the deferred revenue fair value adjustment | 13,077 | 3,489 | 6,006 | ||||||||||
Acquisition related costs | 7,694 | 3,027 | 2,964 | ||||||||||
Restructuring costs | 1,084 | 6,361 | 1,830 | ||||||||||
Impairment loss | 69,441 | 39,700 | |||||||||||
Share-based compensation | 19,823 | 17,866 | 15,632 | ||||||||||
Adjusted EBITDA | 248,800 | $ 243,044 | $ 229,087 | ||||||||||
CEO [Member] | |||||||||||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||||||||||
CEO non-competition obligation | $ 3,000 |
Segments and Geographic Areas97
Segments and Geographic Areas - Reconciliation of Segment Assets to Total Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Oct. 02, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and cash equivalents | ||||||
Total cash and cash equivalents | $ 134,929 | $ 113,329 | $ 114,934 | $ 119,554 | ||
Accounts receivable, net | ||||||
Total accounts receivable, net | 284,042 | 285,048 | ||||
Goodwill | ||||||
Total goodwill | 565,036 | $ 237,234 | 458,409 | |||
Intangible assets, net | ||||||
Total intangible assets, net | 184,184 | 230,680 | ||||
Property and equipment, net | ||||||
Total property and equipment, net | 95,217 | 102,337 | ||||
Total assets | ||||||
Total assets | 1,412,592 | 1,338,552 | ||||
CEB Segment [Member] | ||||||
Cash and cash equivalents | ||||||
Total cash and cash equivalents | 67,154 | 92,493 | ||||
Accounts receivable, net | ||||||
Total accounts receivable, net | 223,812 | 220,678 | ||||
Goodwill | ||||||
Total goodwill | 293,136 | 129,386 | ||||
Intangible assets, net | ||||||
Total intangible assets, net | 74,937 | 47,051 | ||||
Property and equipment, net | ||||||
Total property and equipment, net | 81,753 | 86,661 | ||||
Total assets | ||||||
Total assets | 888,892 | 722,806 | ||||
CEB Talent Assessment Segment [Member] | ||||||
Cash and cash equivalents | ||||||
Total cash and cash equivalents | 67,775 | 20,836 | ||||
Accounts receivable, net | ||||||
Total accounts receivable, net | 60,230 | 64,370 | ||||
Goodwill | ||||||
Total goodwill | 271,900 | $ 286,400 | 329,023 | |||
Intangible assets, net | ||||||
Total intangible assets, net | 109,247 | 183,629 | ||||
Property and equipment, net | ||||||
Total property and equipment, net | 13,464 | 15,676 | ||||
Total assets | ||||||
Total assets | $ 523,700 | $ 615,746 |
Segments and Geographic Areas98
Segments and Geographic Areas - Geographic Information about Revenue and Long-Lived Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | $ 254,149 | $ 229,844 | $ 242,603 | $ 223,198 | $ 242,935 | $ 231,936 | $ 231,964 | $ 221,599 | $ 949,794 | $ 928,434 | $ 908,974 |
Long-lived assets | 844,437 | 791,426 | 844,437 | 791,426 | 814,114 | ||||||
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 611,536 | 579,685 | 559,030 | ||||||||
Long-lived assets | 380,661 | 195,623 | 380,661 | 195,623 | 210,367 | ||||||
Europe [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 180,522 | 184,129 | 187,274 | ||||||||
Long-lived assets | 440,777 | 546,565 | 440,777 | 546,565 | 594,316 | ||||||
Other Countries [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 157,736 | 164,620 | 162,670 | ||||||||
Long-lived assets | $ 22,999 | $ 49,238 | $ 22,999 | $ 49,238 | $ 9,431 |
Quarterly Financial Data (Una99
Quarterly Financial Data (Unaudited) - Quarterly Financial Data of Company (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 254,149 | $ 229,844 | $ 242,603 | $ 223,198 | $ 242,935 | $ 231,936 | $ 231,964 | $ 221,599 | $ 949,794 | $ 928,434 | $ 908,974 |
Total costs and expenses | 295,578 | 212,282 | 228,025 | 207,073 | 216,019 | 188,498 | 193,126 | 191,629 | 942,958 | 789,272 | 815,329 |
Operating profit (loss) | (41,429) | 17,562 | 14,578 | 16,125 | 26,916 | 43,438 | 38,838 | 29,970 | 6,836 | 139,162 | 93,645 |
Income (loss) before provision for income taxes | (46,713) | 10,310 | 10,692 | 9,056 | 21,441 | 40,918 | 23,916 | 31,257 | |||
Net income (loss) | $ (54,455) | $ 7,508 | $ 7,746 | $ 4,543 | $ 18,257 | $ 31,969 | $ 23,212 | $ 19,090 | $ (34,658) | $ 92,528 | $ 51,172 |
Basic earnings (loss) per share | $ (1.69) | $ 0.23 | $ 0.24 | $ 0.14 | $ 0.55 | $ 0.96 | $ 0.69 | $ 0.57 | $ (1.08) | $ 2.77 | $ 1.52 |
Diluted earnings (loss) per share | $ (1.69) | $ 0.23 | $ 0.24 | $ 0.14 | $ 0.55 | $ 0.95 | $ 0.69 | $ 0.56 | $ (1.08) | $ 2.75 | $ 1.50 |
Quarterly Financial Data (Un100
Quarterly Financial Data (Unaudited) - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information [Line Items] | ||||
Impairment loss | $ 69,441 | $ 39,700 | ||
Goodwill impairment loss | 67,890 | |||
Intangible asset impairment loss | 22,350 | $ 20,800 | ||
Evanta [Member] | ||||
Quarterly Financial Information [Line Items] | ||||
Impairment loss | $ 69,400 | |||
Goodwill impairment loss | 67,900 | |||
Intangible asset impairment loss | $ 1,500 | $ 1,500 |
Schedule II-Valuation and Qu101
Schedule II-Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Uncollectible Revenue [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ 2,737 | $ 2,213 | $ 2,096 |
Additions Charged to Revenue | 8,797 | 6,735 | 6,459 |
Deductions from Reserve | 10,149 | 6,211 | 6,342 |
Balance at End of Year | 1,385 | 2,737 | 2,213 |
Valuation Allowance on Deferred Tax Assets [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 6,510 | 10,136 | 11,463 |
Balance Assumed with Acquisitions | 2,083 | ||
(Deductions)/ Additions Charged to Provision for Income Taxes | (48) | (1,718) | (1,327) |
Deductions from Reserve | 1,972 | 1,908 | |
Balance at End of Year | $ 6,573 | $ 6,510 | $ 10,136 |