Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 27, 2015 | Jun. 30, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | Information Services Group Inc. | ||
Entity Central Index Key | 1371489 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $156,161,460 | ||
Entity Common Stock, Shares Outstanding | 37,038,495 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $27,662 | $35,085 |
Accounts receivable, net of allowance of $234 and $352, respectively | 41,148 | 38,688 |
Deferred tax asset | 1,138 | 825 |
Prepaid expense and other current assets | 2,130 | 2,116 |
Total current assets | 72,078 | 76,714 |
Restricted cash | 364 | 54 |
Furniture, fixtures and equipment, net of accumulated depreciation of $6,143 and $4,575, respectively | 3,478 | 3,213 |
Goodwill | 36,400 | 34,691 |
Intangible assets, net | 18,335 | 22,093 |
Other assets | 3,514 | 3,109 |
Total assets | 134,169 | 139,874 |
Current liabilities | ||
Accounts payable | 7,312 | 6,024 |
Current maturities of long-term debt | 3,938 | 3,375 |
Deferred revenue | 4,898 | 3,944 |
Accrued expenses | 21,116 | 21,189 |
Total current liabilities | 37,264 | 34,532 |
Long-term debt, net of current maturities | 49,434 | 53,371 |
Deferred tax liability | -631 | 2,432 |
Other liabilities | 6,007 | 6,296 |
Total liabilities | 92,705 | 96,631 |
Commitments and contingencies (Note 13) | ||
Redeemable noncontrolling interest | 747 | |
Stockholders' equity | ||
Preferred stock, $.001 par value; 10,000 shares authorized; none issued | ||
Common stock, $.001 par value, 100,000 shares authorized; 37,943 shares issued and 36,762 outstanding at December 31, 2014 and 37,943 shares issued and 37,122 outstanding at December 31, 2013 | 38 | 38 |
Additional paid-in-capital | 204,525 | 208,602 |
Treasury stock (1,181 and 821 common shares, respectively, at cost) | -5,244 | -2,796 |
Accumulated other comprehensive loss | -4,582 | -2,448 |
Accumulated deficit | -154,020 | -160,153 |
Total stockholders' equity | 40,717 | 43,243 |
Total liabilities and stockholders' equity | $134,169 | $139,874 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowances (in dollars) | $234 | $352 |
Furniture, fixtures and equipment, accumulated depreciation (in dollars) | $6,143 | $4,575 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 37,943 | 37,943 |
Common stock, shares outstanding | 36,762 | 37,122 |
Treasury stock, shares | 1,181 | 821 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) | |||
Revenues | $209,617 | $210,982 | $192,745 |
Operating expenses | |||
Direct costs and expenses for advisors | 124,132 | 123,985 | 114,429 |
Selling, general and administrative | 65,434 | 67,823 | 62,909 |
Depreciation and amortization | 7,373 | 7,473 | 8,857 |
Operating income | 12,678 | 11,701 | 6,550 |
Interest income | 18 | 20 | 45 |
Interest expense | -2,229 | -2,712 | -3,146 |
Gain on extinguishment of debt | 79 | ||
Bargain purchase gain | 146 | ||
Foreign currency transaction loss | -145 | -45 | -209 |
Income before taxes | 10,468 | 9,043 | 3,240 |
Income tax provision | 4,164 | 4,267 | 2,637 |
Net income | 6,304 | 4,776 | 603 |
Net income attributable to noncontrolling interest | 126 | ||
Net income attributable to ISG | 6,178 | 4,776 | 603 |
Weighted average shares outstanding: | |||
Basic (in shares) | 37,086 | 36,810 | 36,205 |
Diluted (in shares) | 38,693 | 38,687 | 37,626 |
Earnings per share attributable to ISG: | |||
Basic (in dollars per share) | $0.17 | $0.13 | $0.02 |
Diluted (in dollars per share) | $0.16 | $0.13 | $0.02 |
Cash dividends declared | $0.14 | ||
Comprehensive income: | |||
Net Income | 6,178 | 4,776 | 603 |
Foreign currency translation, net of tax (expense) benefit of $1,128, $248 and $(149) | -2,134 | -405 | 204 |
Comprehensive income | 4,170 | 4,371 | 807 |
Comprehensive income attributable to noncontrolling interest | 126 | ||
Comprehensive income attributable to ISG | $4,044 | $4,371 | $807 |
CONSOLIDATED_STATEMENT_OF_COMP
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) | |||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax, Portion Attributable to Parent | $1,128 | $248 | ($149) |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Common Stock | Additional Paid In Capital | Treasury Stock | Accumulated Other Comprehensive Income | Retained Earnings | Total |
In Thousands, unless otherwise specified | ||||||
Balance at Dec. 31, 2011 | $37 | $204,076 | ($450) | ($2,247) | ($165,532) | $35,884 |
Balance (in shares) at Dec. 31, 2011 | 36,675 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 603 | 603 | ||||
Other comprehensive income (loss) | 204 | 204 | ||||
Equity securities repurchased | -1,513 | -1,513 | ||||
Proceeds from issuance of ESPP | -29 | 363 | 334 | |||
Issuance of treasury shares | -1,276 | 1,276 | ||||
Stock based compensation | 2,797 | 2,797 | ||||
Balance at Dec. 31, 2012 | 37 | 205,568 | -324 | -2,043 | -164,929 | 38,309 |
Balance (in shares) at Dec. 31, 2012 | 36,675 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 4,776 | 4,776 | ||||
Other comprehensive income (loss) | -405 | -405 | ||||
Equity securities repurchased | -4,055 | -4,055 | ||||
Proceeds from issuance of ESPP | 55 | 327 | 382 | |||
Issuance of treasury shares | -1,256 | 1,256 | ||||
Issuance of common stock | 1 | -1 | ||||
Issuance of common stock (in shares) | 1,268 | |||||
Tax benefit on stock issuance | 851 | 851 | ||||
Stock based compensation | 3,385 | 3,385 | ||||
Balance at Dec. 31, 2013 | 38 | 208,602 | -2,796 | -2,448 | -160,153 | 43,243 |
Balance (in shares) at Dec. 31, 2013 | 37,943 | 37,943 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 6,178 | 6,178 | ||||
Other comprehensive income (loss) | -2,134 | -2,134 | ||||
Equity securities repurchased | -5,320 | -5,320 | ||||
Proceeds from issuance of ESPP | -2 | 578 | 576 | |||
Issuance of treasury shares | -2,294 | 2,294 | ||||
Accretion attributable to noncontrolling interest | -45 | -45 | ||||
Reduction of ownership in Compass Italy | -343 | -343 | ||||
Dividend declared | -5,128 | -5,128 | ||||
Restricted shares for CCI Acquisition | 237 | 237 | ||||
Tax benefit on stock issuance | 346 | 346 | ||||
Stock based compensation | 3,107 | 3,107 | ||||
Balance at Dec. 31, 2014 | $38 | $204,525 | ($5,244) | ($4,582) | ($154,020) | $40,717 |
Balance (in shares) at Dec. 31, 2014 | 37,943 | 37,943 |
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities | |||
Net income | $6,304 | $4,776 | $603 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation expense | 1,792 | 1,647 | 1,707 |
Amortization of intangibles | 5,581 | 5,827 | 7,150 |
Gain on extinguishment of debt | -79 | ||
Bargain purchase gain | -146 | ||
Tax benefit from stock issuances | -346 | -851 | |
Amortization of deferred financing costs | 153 | 214 | 350 |
Stock-based compensation | 3,107 | 3,385 | 2,797 |
Change in fair value of contingent consideration | 658 | 1,299 | -2,000 |
Changes in accounts receivable allowance | -100 | 49 | 297 |
Deferred tax benefit | -1,789 | -1,814 | -2,643 |
Loss on disposal of fixed assets | 19 | 66 | 22 |
Changes in operating assets and liabilities: | |||
Accounts receivable | -2,321 | 897 | 931 |
Prepaid expense and other current assets | -456 | -495 | -1,071 |
Accounts payable | 1,121 | -48 | 1,953 |
Deferred revenue | 953 | 292 | -951 |
Accrued expenses | -7,523 | 7,890 | 1,585 |
Net cash provided by operating activities | 7,007 | 23,055 | 10,730 |
Cash flows from investing activities | |||
Acquisitions, net of cash acquired | -890 | -24 | |
Restricted cash | -310 | -2 | -1 |
Purchase of furniture, fixtures and equipment | -2,170 | -1,901 | -1,823 |
Net cash used in investing activities | -3,370 | -1,903 | -1,848 |
Cash flows from financing activities | |||
Proceeds from debt | 55,000 | ||
Principal payments on borrowings | -3,375 | -60,822 | -7,000 |
Proceeds from issuance of ESPP shares | 576 | 382 | 334 |
Payment of contingent consideration | -1,633 | -2,000 | |
Debt issuance costs | -754 | ||
Tax benefit from stock issuances | 346 | 851 | |
Equity securities repurchased | -5,320 | -4,055 | -1,513 |
Net cash used in financing activities | -9,406 | -9,398 | -10,179 |
Effect of exchange rate changes on cash | -1,654 | -168 | 327 |
Net (decrease) increase in cash and cash equivalents | -7,423 | 11,586 | -970 |
Cash and cash equivalents, beginning of period | 35,085 | 23,499 | 24,469 |
Cash and cash equivalents, end of period | 27,662 | 35,085 | 23,499 |
Cash paid for: | |||
Interest | 1,785 | 2,406 | 2,609 |
Taxes | 5,721 | 6,636 | 1,966 |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | |||
Issuance of treasury stock for vested restricted stock awards and SARs | $2,294 | $1,256 | $1,276 |
DESCRIPTION_OF_ORGANIZATION_AN
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2014 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
Information Services Group, Inc. (the "Company", or "ISG") was founded in 2006 with the strategic vision to become a high-growth, leading provider of information-based advisory services. In 2007, we consummated our initial public offering and completed the acquisition of TPI Advisory Services Americas, Inc. ("TPI"). | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||
Basis of Presentation and Principles of Consolidation | ||||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. These consolidated financial statements and footnotes are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany accounts and transactions have been eliminated in consolidation. Unless the context requires otherwise, references to the Company include ISG and its consolidated subsidiaries. | ||||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. Actual results may differ from those estimates. The complexity of the estimation process and issues related to the assumptions, risks and uncertainties inherent in the application of the proportional performance method of accounting affect the amounts of revenues, expenses, unbilled receivables and deferred revenue. Numerous internal and external factors can affect estimates. Estimates are also used for but not limited to: allowance for doubtful accounts, useful lives of furniture, fixtures and equipment and definite-lived intangible assets, depreciation expense, fair value assumptions in analyzing goodwill and intangible asset impairments, income taxes and deferred tax asset valuation, and the valuation of stock based compensation. | ||||||||||||||
Business Combinations | ||||||||||||||
We have acquired businesses critical to the Company's long-term growth strategy. Results of operations for acquisitions are included in the accompanying consolidated statement of comprehensive income from the date of acquisition. Acquisitions are accounted for using the purchase method of accounting and the purchase price is allocated to the net assets acquired based upon their estimated fair values at the date of acquisition. The excess of the purchase price over the net assets was recorded as goodwill. Final valuations of assets and liabilities are obtained and recorded within one year from the date of the acquisition. We recorded a bargain purchase gain of approximately $0.1 million for the year ended December 31, 2014. This gain relates to the newly acquired shares of CTP. This gain resulted as the fair value of the net assets acquired exceeded the consideration transferred. | ||||||||||||||
Cash and Cash Equivalents | ||||||||||||||
The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents, including certain money market accounts. The Company principally maintains its cash in money market and bank deposit accounts in the United States of America which typically exceed applicable insurance limits. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. | ||||||||||||||
Restricted Cash | ||||||||||||||
Restricted cash consists of cash and cash equivalents which the Company has pledged to fulfill certain obligations and are not available for general corporate purposes. | ||||||||||||||
Accounts and Unbilled Receivables and Allowance for Doubtful Accounts | ||||||||||||||
Our trade receivables primarily consist of amounts due for services already performed via fixed fee or time and materials arrangements. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of clients to pay fees or for disputes that affect its ability to fully collect billed accounts receivable. The allowance for these risks is prepared by reviewing the status of all accounts and recording reserves on a specific identification method based on previous experiences and historical bad debts. However, our actual experience may vary significantly from these estimates. If the financial condition of our clients were to deteriorate, resulting in their inability or unwillingness to pay their invoices, we may need to record additional allowances or write-offs in future periods. To the extent the provision relates to a client's inability or unwillingness to make required payments, the provision is recorded as bad debt expense, which is classified within selling, general and administrative expense in the accompanying consolidated statement of comprehensive income. | ||||||||||||||
The provision for unbilled services is recorded as a reduction to revenues to the extent the provision relates to fee adjustments and other discretionary pricing adjustments. | ||||||||||||||
Prepaid Expenses and Other Assets | ||||||||||||||
Prepaid expenses and other assets consist primarily of prepaid expenses for insurance, conferences and deposits for facilities, programs and promotion items. | ||||||||||||||
Furniture, Fixtures and Equipment, net | ||||||||||||||
Furniture, fixtures and equipment is recorded at cost. Depreciation is computed by applying the straight-line method over the estimated useful life of the assets, which ranges from three to five years. Leasehold improvements are depreciated over the lesser of the useful life of the underlying asset or the lease term, which generally range from three to five years. Expenditures for renewals and betterments are capitalized. Repairs and maintenance are charged to expense as incurred. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and any associated gain or loss thereon is reflected in the accompanying consolidated statement of comprehensive income. | ||||||||||||||
Internal-Use Software and Website Development Costs | ||||||||||||||
The Company capitalizes internal-use software and website development costs and records these amounts within furniture, fixtures and equipment. Accounting standards require that certain costs related to the development or purchase of internal-use software and systems as well as the costs incurred in the application development stage related to its website be capitalized and amortized over the estimated useful life of the software or system. They also require that costs related to the preliminary project stage, data conversion and post implementation/operation stage of an internal-use software development project be expensed as incurred. | ||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, the Company capitalized $0.6 million, $0.7 million and $0.6 million, respectively, of costs associated with the system conversion and website development. | ||||||||||||||
Goodwill | ||||||||||||||
Our goodwill represents the excess of the cost of businesses acquired over the fair value of the net assets acquired at the date of acquisition. Goodwill is not amortized but rather tested for impairment at least annually by applying a fair-value based test in accordance with accounting and disclosure requirements for goodwill and other indefinite-lived intangible assets. This test is performed by us during our fourth fiscal quarter or more frequently if we believe impairment indicators are present. | ||||||||||||||
We performed step one of a two-step impairment test on goodwill. Step one compares the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying value of the reporting unit exceeds the fair value of the reporting unit, then we must perform the second step of the impairment test whereby the carrying value of the reporting unit's goodwill is compared to its implied fair value. If the carrying value of the goodwill exceeds the implied fair value, an impairment loss equal to the difference is recorded. | ||||||||||||||
In performing the first step of the impairment test on goodwill, we determined the fair value of the reporting unit using both a market and income approach. The income approach utilizes a discounted cash flow model and is based on projections of future operations of the reporting unit as of the valuation date. The market approach is based on our stock price and provides a direct indication of fair value. Under the market approach, we determined the fair value of the reporting unit utilizing a relevant average of our common stock price for the October 31 measurement period, as quoted on the Nasdaq Global Market plus a 35% control premium based upon recent transactions of comparable companies. The discounted cash flow model assumed revenue growth rates of approximately 3% per year. We employed a discount rate of 13.5% to discount future excess cash flows. As a result of the step one test performed, the fair value of our reporting unit substantially exceeded the carrying value. Therefore, step two was not performed or required. | ||||||||||||||
Long-Lived Assets | ||||||||||||||
Long-lived assets, excluding goodwill and indefinite-lived intangibles, to be held and used by the Company are reviewed to determine whether any significant change in the long-lived asset's physical condition, a change in industry conditions or a reduction in cash flows associated with the use of the long-lived asset. If these or other factors indicate the carrying amount of the asset may not be recoverable, the Company determines whether impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset. The fair value of the asset is measured using market prices or, in the absence of market prices, an estimate of discounted cash flows. Cash flows are generally discounted at an interest rate commensurate with our weighted average cost of capital for a similar asset. Assets are classified as held for sale when the Company has a plan for disposal of certain assets and those assets meet the held for sale criteria of accounting and disclosure requirement for the impairment or disposal of long-lived assets. | ||||||||||||||
Debt Issuance Costs | ||||||||||||||
Costs directly incurred in obtaining long-term financing, typically bank and attorney fees, are deferred and are amortized over the life of the related loan using the effective interest method. Deferred issuance costs are classified as other assets in the accompanying consolidated balance sheet. Amortization of debt issuance costs is included in interest expense and totaled $0.2 million, $0.2 million and $0.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||
Revenue Recognition | ||||||||||||||
We recognize our revenues for the sale of services and products when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, the fee is fixed or determinable and the collectability of the related revenue is reasonably assured. | ||||||||||||||
We principally derive revenues from fees for services generated on a project-by-project basis. Prior to the commencement of a project, we reach agreement with the client on rates for services based upon the scope of the project, staffing requirements and the level of client involvement. It is our policy to obtain written agreements from new clients prior to performing services. In these agreements, the clients acknowledge that they will pay based upon the amount of time spent on the project or an agreed upon fee structure. Revenues for services rendered are recognized on a time and materials basis or on a fixed-fee or capped-fee basis in accordance with accounting and disclosure requirements for revenue recognition. | ||||||||||||||
Fees for services that have been performed, but for which we have not invoiced the customers are recorded as unbilled receivables in the accompanying consolidated balance sheets. | ||||||||||||||
Revenues from subscription contracts are recognized ratably over the life of the contract, which is generally one year. These fees are typically billed in advance and included in deferred revenue until recognized. | ||||||||||||||
Revenues for time and materials contracts are recognized based on the number of hours worked by our advisors at an agreed upon rate per hour and are recognized in the period in which services are performed. Revenues for time and materials contracts are billed monthly, semimonthly or in accordance with the specific contractual terms of each project. | ||||||||||||||
Revenues related to fixed-fee or capped-fee contracts are recognized into revenue as value is delivered to the customer. The pattern of revenue recognition for these contracts varies depending on the terms of the individual contracts, and may be recognized proportionally over the term of the contract or deferred until the end of the contract term and recognized when our obligations have been fulfilled with the customer. In instances where substantive acceptance provisions are specified in customer contracts, revenues are deferred until all acceptance criteria have been met. The pattern of revenue recognition for contracts where revenues are recognized proportionally over the term of the contact is based on the proportional performance method of accounting using the ratio of labor hours incurred to estimated total labor hours, which we consider to be the best available indicator of the pattern and timing in which contract obligations are fulfilled. This percentage is multiplied by the contracted dollar amount of the project to determine the amount of revenue to recognize in an accounting period. The contracted amount used in this calculation typically excludes the amount the client pays for reimbursable expenses. There are situations where the number of hours to complete projects may exceed our original estimate as a result of an increase in project scope or unforeseen events. On a regular basis, we review the hours incurred and estimated total labor hours to complete. The results of any revisions in these estimates are reflected in the period in which they become known. We believe we have demonstrated a history of successfully estimating the total labor hours to complete a project. | ||||||||||||||
The agreements entered into in connection with a project, whether on a time and materials basis or fixed-fee or capped-fee basis, typically allow our clients to terminate early due to breach or for convenience with 30 days' notice. In the event of termination, the client is contractually required to pay for all time, materials and expenses incurred by us through the effective date of the termination. In addition, from time to time, we enter into agreements with clients that limit our right to enter into business relationships with specific competitors of that client for a specific time period. These provisions typically prohibit us from performing a defined range of services that it might otherwise be willing to perform for potential clients. These provisions are generally limited to six to twelve months and usually apply only to specific employees or the specific project team. | ||||||||||||||
Reimbursable Expenditures | ||||||||||||||
Amounts billed to customers for reimbursable expenditures are included in revenues and the associated costs incurred by the Company are included in direct costs and expenses for advisors in the accompanying consolidated statement of comprehensive income. Non-reimbursable amounts are expensed as incurred. Reimbursable expenditures totaled $9.9 million, $10.4 million and $9.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||
Direct Costs and Expenses for Advisors | ||||||||||||||
Direct costs and expenses for advisors include payroll expenses and advisory fees directly associated with the generation of revenues and other program expenses. Direct costs and expenses for advisors are expensed as incurred. | ||||||||||||||
Direct costs and expenses for advisors also include expense accruals for discretionary bonus payments. Bonus accrual levels are adjusted throughout the year based on actual and projected individual and Company performance. | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
We grant restricted stock with a fair value that is determined based on the closing price of our common stock on the date of grant. Restricted stock generally vests over a four-year period for employees and a three-year period for directors. Stock-based compensation expense is recognized ratably over the applicable service period. | ||||||||||||||
We follow the provisions of accounting and disclosures requirement for share-based payments, requiring the measurement and recognition of all share-based compensation under the fair value method. | ||||||||||||||
Concentration of Credit Risk | ||||||||||||||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. The Company places its cash investments with high quality financial institutions. The Company extends credit to its customers based upon an evaluation of the customer's financial condition and credit history and generally does not require collateral. | ||||||||||||||
Treasury Stock | ||||||||||||||
The Company makes treasury stock purchases in the open market pursuant to the share repurchase program, which was approved by the Board of Directors on November 14, 2007. | ||||||||||||||
Treasury stock is recorded on the consolidated balance sheet at cost as a reduction of stockholders' equity. Shares are released from Treasury at original cost on a first-in, first-out basis, with any gain on the sale reflected as an adjustment to additional paid-in capital. Losses are reflected as an adjustment to additional paid-in capital to the extent of gains previously recognized, otherwise as an adjustment to retained earnings. | ||||||||||||||
Foreign Currency Translation | ||||||||||||||
The assets and liabilities of the Company's foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at the end of the reporting period. Revenue and expense items are translated at average exchange rates for the reporting period. Resulting translation adjustments are included in the accompanying statement of comprehensive income and accompanying statement of stockholders' equity as a component of Accumulated Other Comprehensive Loss. | ||||||||||||||
The functional currency of the Company and its subsidiaries is the respective local currency. The Company has contracts denominated in foreign currencies and therefore, a portion of the Company's revenues are subject to foreign currency risks. Transactional currency gains and losses that arise from transactions denominated in currencies other than the functional currencies of our operations are recorded in Foreign Currency Transaction Loss in the accompanying consolidated statement of comprehensive income. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
The carrying value of the Company's cash and cash equivalents, receivables, accounts payable, other current liabilities, and accrued interest approximate fair value. | ||||||||||||||
Fair value measurements were applied with respect to our nonfinancial assets and liabilities measured on a nonrecurring basis, which would consist of measurements primarily to goodwill, intangible assets and other long-lived assets, and assets acquired and liabilities assumed in a business combination. | ||||||||||||||
Fair value is the price that would be received upon a sale of an asset or paid upon a transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). Market participants can use market data or assumptions in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable. The use of unobservable inputs is intended to allow for fair value determinations in situations where there is little, if any, market activity for the asset or liability at the measurement date. Under the fair-value hierarchy: | ||||||||||||||
• | Level 1 measurements include unadjusted quoted market prices for identical assets or liabilities in an active market; | |||||||||||||
• | Level 2 measurements include quoted market prices for identical assets or liabilities in an active market that have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets; and | |||||||||||||
• | Level 3 measurements include those that are unobservable and of a highly subjective measure. | |||||||||||||
During 2014, there were no transfers of our financial assets between Level 1 and Level 2 measures. Our financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | ||||||||||||||
The Company held investments in cash equivalent money market funds of approximately $20,000 at December 31, 2014 and 2013, respectively. The Company considers the fair value of cash equivalent money market funds to be classified within Level 1 of the fair value hierarchy. | ||||||||||||||
The following table presents the carrying amounts and estimated fair values of our other financial instruments at December 31, 2014 and 2013: | ||||||||||||||
December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
Contingent consideration, including current portion(1) | $ | 4,810 | $ | 4,810 | $ | 4,085 | $ | 4,085 | ||||||
Long-term debt, including current portion | 53,371 | 53,412 | 56,746 | 56,762 | ||||||||||
| | | | | | | | | | | | | | |
$ | 58,181 | $ | 58,222 | $ | 60,831 | $ | 60,847 | |||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | The short-term portion is included in "accrued expenses." The long-term portion is included in "Other liabilities." | |||||||||||||
The fair values of these instruments are classified within Level 3 of the fair value hierarchy. The fair values of these instruments have been estimated using a discounted cash flow analysis based on the Company's incremental borrowing rate for similar borrowing arrangements. The incremental borrowing rate used to discount future cash flows ranged from 2.67% to 2.76%. The Company also considered recent transactions of peer group companies for similar instruments with comparable terms and maturities as well as an analysis of current market conditions. | ||||||||||||||
The Company paid $1.6 million related to the STA contingent consideration during the second quarter of 2014. The Company also increased the STA contingent consideration liability by $0.5 million for year ended December 31, 2014, based on the latest estimates of future profit level due to completion of new projects. On April 15, 2014, the Company recorded a liability of $2.0 million representing the fair value of the contingent consideration related to the acquisition of CCI Consulting Pty Ltd ("CCI"). The Company also increased the CCI contingent consideration liability by $0.1 million for year ended December 31, 2014. The fair value measurement of this contingent consideration is classified within Level 3 of the fair value hierarchy and reflects the Company's own assumptions in measuring fair values using the income approach. In developing these estimates, the Company considered certain performance projections, historical results, and industry trends. This amount was estimated through a valuation model that incorporated probability-weighted assumptions related to the achievement of these milestones and thus the likelihood of the Company making payments. These cash outflow projections have been discounted using a rate ranging from 2.3% to 13.5%, which is the after-tax cost of debt financing for market participants. | ||||||||||||||
The following table represents the change in the contingent consideration liability during the years ended December 31, 2014 and 2013: | ||||||||||||||
December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Beginning Balance | $ | 4,085 | $ | 2,787 | ||||||||||
Acquisition | 1,989 | — | ||||||||||||
Remeasurement of contingent consideration | 632 | 1,298 | ||||||||||||
Unrealized loss related to currency translation | (248 | ) | — | |||||||||||
Payments | (1,633 | ) | — | |||||||||||
| | | | | | | | |||||||
Ending Balance | $ | 4,825 | $ | 4,085 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Dividend | ||||||||||||||
On December 2, 2014 the Board of Directors authorized a special dividend of $0.14 per share on the Company's issued and outstanding shares of common stock. This cash dividend was paid on January 28, 2015 to shareholders of record as of January 15, 2015. Prior to this special dividend we had not paid any dividends on our common stock. | ||||||||||||||
Income Taxes | ||||||||||||||
We use the asset and liability method to account for income taxes, including recognition of deferred tax assets and liabilities for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax basis. We review our deferred tax assets for recovery. A valuation allowance is established when we believe that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in the valuation allowance from period to period are included in our tax provision in the period of change. | ||||||||||||||
For uncertain tax positions, we use a prescribed model for assessing the financial recognition and measurement of all tax positions taken or expected to be taken in its tax returns. The guidance provides clarification on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. Our provision for income taxes also includes the impact of provisions established for uncertain income tax positions, as well as the related interest. | ||||||||||||||
Recently Issued Accounting Pronouncements | ||||||||||||||
In March 2013, the Financial Accounting Standards Board ("FASB") issued new accounting guidance clarifying the accounting for the release of cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The adoption of this standard did not have a material impact on the Company's financial position, results of operations or cash flows. | ||||||||||||||
In July 2013, the FASB issued new accounting guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. No new recurring disclosures are required. The amendments are effective for annual and interim reporting periods beginning on or after December 15, 2013, and are to be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this standard did not have a material impact on the Company's financial position, results of operations or cash flows. | ||||||||||||||
In April 2014, the FASB issued new accounting guidance regarding reporting discontinued operations and disclosures of disposals of components of an entity, which raises the threshold for determining which disposals are required to be presented as discontinued operations and modifies related disclosure requirements. The standard is applied prospectively and is effective in 2015 with early adoption permitted. The Company does not believe the adoption of this guidance will impact its consolidated financial statements or disclosures. | ||||||||||||||
In May 2014, the FASB issued new accounting guidance outlines a single comprehensive model for entities to use in accounting for revenue. Under the guidance, revenue is recognized when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard is effective for public entities with annual and interim reporting periods beginning after December 15, 2016. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt the guidance. We are currently assessing the effects this guidance may have on our consolidated financial statements, as well as the method of transition that we will use in adopting the new standard. | ||||||||||||||
In August 2014, the FASB issued guidance on management's responsibility to assess an entity's ability to continue as a going concern and provide related footnote disclosures in certain circumstances. The guidance is effective for the Company's interim and annual periods beginning after December 15, 2016. The Company does not believe the adoption of this guidance will impact its consolidated financial statements or disclosures. | ||||||||||||||
ACQUISITIONS
ACQUISITIONS | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
ACQUISITIONS | ||||||
ACQUISITIONS | ||||||
NOTE 3—ACQUISITIONS | ||||||
CTP Acquisition | ||||||
On March 17, 2014, Compass Holding BV, a wholly-owned subsidiary of ISG entered into an Agreement with Convergent Technologies Partners S.p.A. ("CTP") whereby Compass Holding BV acquired 51% of CTP's share capital for $1.0 million, which included $0.7 million of cash acquired, providing the Company with control over CTP. CTP became a subsidiary of the Company on the date of acquisition. At the same time CTP acquired 100% interest of Compass Management Consulting Italy "Compass Italy", a subsidiary of Compass Holding BV for $0.3 million. The selling of Compass Italy and acquisition of CTP are treated as linked transactions and accordingly recorded on a net basis. The Company is consolidating the financial results of CTP in its consolidated financial statements and accordingly, reported revenues, costs and expenses, assets and liabilities, and cash flows include 100% of CTP, with the 49% noncontrolling interest share reported as net income attributable to noncontrolling interest in the consolidated statements of operations, and redeemable noncontrolling interest on the consolidated balance sheets. | ||||||
CTP is a leading management consulting firm providing specialized IT and operational strategies and solutions to Italy's public sector. The agreement with CTP extends our global penetration into the public sector, building on our successful public sector businesses in North America, Australia and the UK. It also provides new growth opportunities for the Company to serve both public and private sector organizations in Italy with our combined resources. | ||||||
The parties also executed a put and call option agreement for the transfer to ISG of all of the outstanding CTP's share capital that it does not own, exercisable upon certain conditions. The remaining 49% ownership in CTP is held by a third party. The third party representing the redeemable non-controlling interest in the subsidiary holds put rights for the remaining interest in CTP and the Company holds call rights with respect to such remaining interest. The put right provides the third party an option to sell its ownership interest to the Company after December 31, 2016 at a price based on four times the average of Earning Before Interests, Taxes, Depreciation and Amortization ("EBITDA") and for the year 2015 and year 2016, as resulting from CTP's approved financial statements for the year 2015 and year 2016 at the time of the exercise. Because the redeemable non-controlling interest in CTP has a redemption feature, as a result of the put option, the Company has classified the redeemable non-controlling interest in CTP in the mezzanine section of the Condensed Consolidated Balance Sheet. The redeemable non-controlling interest will be accreted to the redemption value by recording a corresponding adjustment to accumulated deficit at the end of each reporting period. | ||||||
The following table summarizes the consideration transferred to acquire CTP and the amounts of identified assets acquired and liabilities assumed at the acquisition date, as well as the fair value of the redeemable noncontrolling interest in CTP at the acquisition date: | ||||||
Fair value of consideration transferred: | ||||||
Cash | $ | 697 | ||||
Redeemable noncontrolling interest* | 501 | |||||
| | | | | ||
Total fair value transferred | $ | 1,198 | ||||
| | | | | ||
| | | | | ||
* | Equivalent to 49% of CTP's share capital discounted for lack of control and marketability based on third party research. | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed as of March 17, 2014: | ||||||
Cash | $ | 734 | ||||
Accounts receivable | 565 | |||||
Other assets | 436 | |||||
Intangible assets | 139 | |||||
Accounts payable | (65 | ) | ||||
Accrued expenses and other | (465 | ) | ||||
| | | | | ||
Net assets acquired | $ | 1,344 | ||||
| | | | | ||
Bargain purchase gain | $ | (146 | ) | |||
This bargain purchase gain resulted as the fair value of the net assets acquired exceeded the consideration transferred. The excess resulted from the fact that the seller was motivated to sell. | ||||||
Costs associated with this acquisition are included in the selling, general and administrative expenses in the condensed consolidated statement of comprehensive income and totaled $0.2 million during the year ended December 31, 2014. This business combination was accounted for under the acquisition method of accounting, and as such, the aggregate purchase price was allocated to the assets acquired and liabilities assumed based on estimated fair values as of the closing dates. Based on the valuation and other factors as described above, the purchase price assigned to intangible assets and the amortization period were as follows: | ||||||
Purchase Price | Asset Life | |||||
Allocation | ||||||
Amortizable intangible assets: | ||||||
Customer relationships | $ | 56 | 10 years | |||
Certified Methodology (patent) | 83 | 3 years | ||||
| | | | | | |
Total intangible assets | $ | 139 | ||||
| | | | | | |
| | | | | | |
CCI Acquisition | ||||||
On April 15, 2014, Technology Partners International, Inc., a wholly-owned subsidiary of ISG, executed an Asset Purchase Agreement (the "CCI Agreement") with CCI, and consummated the acquisition of all of the assets and assumption of certain liabilities of CCI. CCI is a Melbourne, Australia-based research firm that measures and analyzes customer satisfaction in business-to-business relationships. The agreement with CCI extends our global penetration into recurring revenue businesses in Asia Pacific. CCI's products are a natural complement to our "Assess" capabilities that analyze service performance and cost metrics. | ||||||
Under the terms of the CCI Agreement, ISG acquired the assets for cash consideration of AU$1.9 million, of which AU$1.0 million was paid at closing and AU$0.9 million will be paid in April 2015. In addition, the sellers under the CCI Agreement (the "CCI Sellers") are eligible to receive a minimum of AU$0 and a maximum up to AU$3.0 million of earn-out payments for fiscal years 2014-2016 if certain earnings targets are met. Finally, the CCI Sellers were granted 50,000 ISG Restricted Shares that will vest if certain target revenues of ISG and its affiliates are met. | ||||||
The following table summarizes the consideration transferred to acquire CCI and the amounts of identified assets acquired and liabilities assumed at the acquisition date: | ||||||
The final allocable purchase price consists of the following: | ||||||
Cash | $ | 934 | ||||
Post-completion installment payment | 800 | |||||
Restricted stock* | 237 | |||||
Contingent consideration | 1,989 | |||||
Working capital adjustment | (56 | ) | ||||
| | | | | ||
Total allocable purchase price | $ | 3,904 | ||||
| | | | | ||
| | | | | ||
* | 50,000 shares at $4.74 at close of market on 4/15/2014 that vest upon achievement of certain performance measures. | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed as of April 15, 2014: | ||||||
Cash | $ | 7 | ||||
Accounts receivable | 275 | |||||
Other assets | 18 | |||||
Intangible assets | 1,887 | |||||
Accounts payable | (27 | ) | ||||
Accrued expenses and other | (203 | ) | ||||
| | | | | ||
Net assets acquired | $ | 1,957 | ||||
| | | | | ||
Goodwill(1) | $ | 1,947 | ||||
-1 | Goodwill of approximately $1.9 million acquired in the acquisition is deductible for tax purposes. | |||||
Costs associated with this acquisition are included in the selling, general and administrative expenses in the condensed consolidated statement of comprehensive income and totaled $0.2 million during the year ended December 31, 2014. This business combination was accounted for under the acquisition method of accounting, and as such, the aggregate purchase price was allocated on a basis to the assets acquired and liabilities assumed based on estimated fair values as of the closing dates. Based on the valuation and other factors as described above, the purchase price assigned to intangible assets and the amortization period were as follows: | ||||||
Purchase Price | Asset Life | |||||
Allocation | ||||||
Amortizable intangible assets: | ||||||
Customer relationships | $ | 1,270 | 20 years | |||
Databases | 495 | 10 years | ||||
Backlog | 122 | 2 years | ||||
| | | | | | |
Total intangible assets | $ | 1,887 | ||||
| | | | | | |
| | | | | | |
The Condensed Consolidated Financial Statements include the results of the CTP and CCI acquisition subsequent to the closing. Had the acquisition occurred as of January 1, 2013, the impact on the Company's results of operations would not have been material. | ||||||
NET_INCOME_PER_COMMON_SHARE
NET INCOME PER COMMON SHARE | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
NET INCOME PER COMMON SHARE | |||||||||||
NET INCOME PER COMMON SHARE | |||||||||||
NOTE 4—NET INCOME PER COMMON SHARE | |||||||||||
Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. The 250,000 contingently issuable shares related to the acquisition of STA Consulting as well as 50,000 contingently issuable/restricted shares related to the acquisition of CCI were excluded from basic and diluted earnings per share since the contingencies have not been met as of the reporting period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would share in the net income of the Company. For the year ended December 31, 2014, the effect of 0.1 million stock appreciation rights ("SARs") have not been considered in the diluted earnings per share, since the market price of the stock was less than the exercise price during the period in the computation. For the year ended December 31, 2013, the effect of 0.1 million SARs have not been considered in the diluted earnings per share, since the market price of the stock was less than the exercise price during the period in the computation. In addition, 0.8 million restricted shares have not been considered in the diluted earnings per share calculation for the year ended December 31, 2013, as the effect would be anti-dilutive. For the year ended December 31, 2012, the effect of 0.3 million SARs have not been considered in the diluted earnings per share, since the market price of the stock was less than the exercise price during the period in the computation. In addition, 1.2 million restricted shares have not been considered in the diluted earnings per share calculation for the year ended December 31, 2012, as the effect would be anti-dilutive. | |||||||||||
The following tables set forth the computation of basic and diluted earnings per share: | |||||||||||
2014 | 2013 | 2012 | |||||||||
Basic: | |||||||||||
Net income attributable to ISG | $ | 6,178 | $ | 4,776 | $ | 603 | |||||
Weighted average common shares | 37,086 | 36,810 | 36,205 | ||||||||
Earnings per share attributable to ISG | $ | 0.17 | $ | 0.13 | $ | 0.02 | |||||
| | | | | | | | | | | |
Diluted: | |||||||||||
Net income attributable to ISG | $ | 6,178 | $ | 4,776 | $ | 603 | |||||
Interest expense of convertible debt, net of tax | 80 | 108 | 46 | ||||||||
| | | | | | | | | | | |
Net income, attributable to ISG, as adjusted | $ | 6,258 | $ | 4,884 | $ | 649 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Basic weighted average common shares | 37,086 | 36,810 | 36,205 | ||||||||
Potential common shares | 1,607 | 1,877 | 1,421 | ||||||||
| | | | | | | | | | | |
Diluted weighted average common shares | 38,693 | 38,687 | 37,626 | ||||||||
Diluted earnings per share attributable to ISG | $ | 0.16 | $ | 0.13 | $ | 0.02 | |||||
| | | | | | | | | | | |
ACCOUNTS_AND_UNBILLED_RECEIVAB
ACCOUNTS AND UNBILLED RECEIVABLES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
ACCOUNTS AND UNBILLED RECEIVABLES | ||||||||
ACCOUNTS AND UNBILLED RECEIVABLES | ||||||||
NOTE 5—ACCOUNTS AND UNBILLED RECEIVABLES | ||||||||
Accounts and unbilled receivables, net of valuation allowance, consisted of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Accounts receivable | $ | 29,000 | $ | 27,011 | ||||
Unbilled receivables | 12,014 | 11,471 | ||||||
Receivables from related parties | 134 | 206 | ||||||
| | | | | | | | |
$ | 41,148 | $ | 38,688 | |||||
| | | | | | | | |
| | | | | | | | |
FURNITURE_FIXTURES_AND_EQUIPME
FURNITURE, FIXTURES AND EQUIPMENT | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
FURNITURE, FIXTURES AND EQUIPMENT | ||||||||||
FURNITURE, FIXTURES AND EQUIPMENT | ||||||||||
NOTE 6—FURNITURE, FIXTURES AND EQUIPMENT | ||||||||||
Furniture, fixtures and equipment consisted of the following: | ||||||||||
December 31, | ||||||||||
Estimated | ||||||||||
Useful Lives | 2014 | 2013 | ||||||||
Computer hardware, software and other office equipment | 2 to 5 years | $ | 3,715 | $ | 2,747 | |||||
Furniture, fixtures and leasehold improvements | 2 to 5 years | 1,240 | 995 | |||||||
Internal-use software and development costs | 3 to 5 years | 4,666 | 4,046 | |||||||
Accumulated depreciation | (6,143 | ) | (4,575 | ) | ||||||
| | | | | | | | | | |
$ | 3,478 | $ | 3,213 | |||||||
| | | | | | | | | | |
| | | | | | | | | | |
Depreciation expense was $1.8 million, $1.6 million and $1.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
INTANGIBLE ASSETS | |||||||||||||||||
INTANGIBLE ASSETS | |||||||||||||||||
NOTE 7—INTANGIBLE ASSETS | |||||||||||||||||
The carrying amount of intangible assets, net of accumulated amortization and impairment charges, as of December 31, 2014 and 2013 consisted of the following: | |||||||||||||||||
2014 | |||||||||||||||||
Gross | Acquisitions | Accumulated | Currency | Net Book | |||||||||||||
Carrying | Amortization | impact | Value | ||||||||||||||
Amount | |||||||||||||||||
Amortizable intangibles: | |||||||||||||||||
Customer relationships | $ | 52,140 | $ | 1,326 | $ | (37,091 | ) | $ | (108 | ) | $ | 16,267 | |||||
Noncompete agreements | 5,665 | — | (5,633 | ) | — | 32 | |||||||||||
Software | 1,500 | 83 | (1,502 | ) | (18 | ) | 63 | ||||||||||
Backlog | 4,880 | 122 | (4,971 | ) | (14 | ) | 17 | ||||||||||
Databases | 4,949 | 495 | (4,111 | ) | (62 | ) | 1,271 | ||||||||||
Trademark and trade names | 1,250 | — | (565 | ) | — | 685 | |||||||||||
| | | | | | | | | | | | | | | | | |
Intangibles | $ | 70,384 | $ | 2,026 | $ | (53,873 | ) | $ | (202 | ) | $ | 18,335 | |||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
2013 | |||||||||||||||||
Gross | Accumulated | Net Book | |||||||||||||||
Carrying | Amortization | Value | |||||||||||||||
Amount | |||||||||||||||||
Amortizable intangibles: | |||||||||||||||||
Customer relationships | $ | 52,140 | $ | (32,104 | ) | $ | 20,036 | ||||||||||
Noncompete agreements | 5,665 | (5,603 | ) | 62 | |||||||||||||
Software | 1,500 | (1,500 | ) | — | |||||||||||||
Backlog | 4,880 | (4,880 | ) | — | |||||||||||||
Databases | 4,949 | (3,817 | ) | 1,132 | |||||||||||||
Trademark and trade names | 1,250 | (387 | ) | 863 | |||||||||||||
| | | | | | | | | | | |||||||
Intangibles | $ | 70,384 | $ | (48,291 | ) | $ | 22,093 | ||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
Amortization expense was $5.6 million, $5.8 million and $7.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. The estimated future amortization expense subsequent to December 31, 2014, is as follows: | |||||||||||||||||
2015 | $ | 5,041 | |||||||||||||||
2016 | 4,736 | ||||||||||||||||
2017 | 4,353 | ||||||||||||||||
2018 | 1,171 | ||||||||||||||||
2019 | 960 | ||||||||||||||||
Thereafter | 1,197 | ||||||||||||||||
| | | | | |||||||||||||
$ | 17,458 | ||||||||||||||||
| | | | | |||||||||||||
| | | | | |||||||||||||
These estimates do not incorporate the impact that currency fluctuations may cause when translating the financial results of the Company's international operations that have amortizable intangible assets into U.S. dollars. | |||||||||||||||||
GOODWILL
GOODWILL | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
GOODWILL | ||||||||
GOODWILL | ||||||||
NOTE 8—GOODWILL | ||||||||
The changes in the carrying amount of goodwill for the year ended December 31, 2014 and 2013 is as follows: | ||||||||
2014 | 2013 | |||||||
Balance as of January 1 | ||||||||
Goodwill | $ | 164,959 | $ | 164,959 | ||||
Accumulated impairment losses | (130,268 | ) | (130,268 | ) | ||||
| | | | | | | | |
34,691 | 34,691 | |||||||
Acquisitions | 1,947 | |||||||
— | ||||||||
Foreign currency impact | (238 | ) | — | |||||
| | | | | | | | |
1,709 | — | |||||||
Balance as of December 31 | ||||||||
Goodwill | 166,906 | 164,959 | ||||||
Foreign currency impact | (238 | ) | — | |||||
Accumulated impairment losses | (130,268 | ) | (130,268 | ) | ||||
| | | | | | | | |
$ | 36,400 | $ | 34,691 | |||||
| | | | | | | | |
| | | | | | | | |
REDEEMABLE_NONCONTROLLING_INTE
REDEEMABLE NONCONTROLLING INTEREST | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
REDEEMABLE NONCONTROLLING INTEREST | |||||
Redeemable non controlling interest | |||||
NOTE 9—REDEEMABLE NONCONTROLLING INTEREST | |||||
The following provides a summary of activity in the noncontrolling interest account for the year ended December 31, 2014: | |||||
2014 | |||||
Balance as of January 1, 2014 | $ | — | |||
Noncontrolling interest of CTP and Compass Italy | 576 | ||||
Net income attributable to noncontrolling interest | 126 | ||||
Accretion attributable to noncontrolling interest | 45 | ||||
| | | | | |
Balance as of December 31, 2014 | $ | 747 | |||
| | | | | |
| | | | | |
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
ACCRUED LIABILITIES | ||||||||
ACCRUED LIABILITIES | ||||||||
NOTE 10—ACCRUED LIABILITIES | ||||||||
The components of accrued liabilities at December 31, 2014 and 2013 are as follows: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Accrued payroll and vacation | $ | 4,307 | $ | 10,406 | ||||
Accrued corporate and payroll related taxes | 3,928 | 4,770 | ||||||
Dividend payable | 5,128 | — | ||||||
Contingent consideration—current | 2,364 | 1,640 | ||||||
Other | 5,389 | 4,373 | ||||||
| | | | | | | | |
$ | 21,116 | $ | 21,189 | |||||
| | | | | | | | |
| | | | | | | | |
SHARE_REPURCHASE_PROGRAM
SHARE REPURCHASE PROGRAM | 12 Months Ended |
Dec. 31, 2014 | |
SHARE REPURCHASE PROGRAM | |
SHARE REPURCHASE PROGRAM | |
NOTE 11—SHARE REPURCHASE PROGRAM | |
Under a stock repurchase plan approved by the Board of Directors on October 16, 2007, the Company repurchased 15.9 million shares of common stock since that date. This program includes the repurchase of common shares, units and/or warrants. On November 14, 2007, the Board of Directors authorized an additional repurchase program of up to $15.0 million. On May 6, 2014, the Company's Board of Directors approved a new share repurchase authorization of up to $20 million. The new share repurchase program took effect upon completion of the Company's current program. As of December 31, 2014, there was $18.0 million available under this repurchase program. Share repurchases totaled $5.3 million, $4.1 million and $1.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
FINANCING_ARRANGEMENTS_AND_LON
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||||||||
NOTE 12—FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||||||||
Long-term debt consists of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Senior secured credit facility | $ | 49,938 | $ | 53,312 | ||||
Compass convertible notes | 3,434 | 3,434 | ||||||
| | | | | | | | |
53,372 | 56,746 | |||||||
Less current installments on long term debt | 3,938 | 3,375 | ||||||
| | | | | | | | |
Long-term debt | $ | 49,434 | $ | 53,371 | ||||
| | | | | | | | |
| | | | | | | | |
Aggregate annual maturities of debt obligations by calendar year, are as follows: | ||||||||
Debt | ||||||||
2015 | $ | 3,938 | ||||||
2016 | 4,500 | |||||||
2017 | 4,500 | |||||||
2018 | 40,434 | |||||||
| | | | | ||||
$ | 53,372 | |||||||
| | | | | ||||
| | | | | ||||
On November 16, 2007, our wholly-owned subsidiary International Consulting Acquisition Corp. ("ICAC") entered into a senior secured credit facility comprised of a $95.0 million term loan facility and a $10.0 million revolving credit facility (the "2007 Credit Agreement"). On November 16, 2007, ICAC borrowed $95.0 million under the term loan facility to finance a portion of the purchase price for our acquisition of TPI and to pay transaction costs. In connection with entering into a new credit facility on May 3, 2013, the Company repaid in full all obligations and liabilities owing under, and terminated, the 2007 Credit Agreement. No early termination penalties were incurred by the Company in connection with the termination of the 2007 Credit Agreement. As a result of this transaction, the Company recognized a loss of $0.4 million in the second quarter of 2013 relating to the write down of unamortized debt financing costs relating to the 2007 Credit Agreement. This amount was recorded in Gain on Extinguishment of Debt in the accompanying consolidated statement of comprehensive income (loss). | ||||||||
On May 3, 2013 (the "Closing"), the Company entered into a five year senior secured credit facility (the "2013 Credit Agreement") comprised of a $45.0 million term loan facility and a $25.0 million revolving credit facility. On May 3, 2013, the Company borrowed $55.0 million under the 2013 Credit Agreement to refinance our existing debt under the 2007 Credit Agreement and to pay transaction costs. The material terms of the senior secured credit facility under the 2013 Credit Agreement are as follows: | ||||||||
• | Each of the term loan facility and revolving credit facility has a maturity date of five years from the Closing. | |||||||
• | The credit facility is secured by all of the equity interests owned by the Company, and its direct and indirect domestic subsidiaries and, subject to agreed exceptions, the Company's direct and indirect "first-tier" foreign subsidiaries and a perfected first priority security interest in all of the Company's direct and indirect domestic subsidiaries' tangible and intangible assets. | |||||||
• | The Company's direct and indirect existing and future wholly-owned domestic subsidiaries serve as guarantors to the Company's obligations under the senior secured facility. | |||||||
• | At the Company's option, the credit facility bears interest at a rate per annum equal to either (i) the "Base Rate" (which is the highest of (a) the rate publicly announced from time to time by the administrative agent as its "prime rate", (b) the Federal Funds Rate plus 0.5% per annum and (c) the Eurodollar Rate, plus 1.0%), plus the applicable margin (as defined below) or (ii) Eurodollar Rate (adjusted for maximum reserves) as determined by the Administrative Agent, plus the applicable margin. The applicable margin is adjusted quarterly based upon the Company's quarterly leverage ratio. Prior to the end of the first full quarter following the closing of the credit facility, the applicable margin was required to be a percentage per annum equal to 2.5% for the term loans and the revolving loans maintained as Base Rate loans or 3.5% for the term loans and revolving loans maintained as Eurodollar loans. | |||||||
• | The Term Loan is repayable in eight consecutive quarterly installments of $843,750 each, commencing September 30, 2013, followed by eleven consecutive quarterly installments in the amount of $1,125,000 each, commencing September 30, 2015, and a final payment of the outstanding principal amount of the Term Loan on the maturity date. | |||||||
• | Mandatory repayments of term loans shall be required from (subject to agreed exceptions) (i) 100% of the proceeds from asset sales by the Company and its subsidiaries, (ii) 100% of the net proceeds from issuances of debt and equity by the Company and its subsidiaries, and (iii) 100% of the net proceeds from insurance recovery and condemnation events of the Company and its subsidiaries. | |||||||
• | The senior secured credit facility contains a number of covenants that, among other things, place restrictions on matters customarily restricted in senior secured credit facilities, including restrictions on indebtedness (including guarantee obligations), liens, fundamental changes, sales or disposition of property or assets, investments (including loans, advances, guarantees and acquisitions), transaction with affiliates, dividends and other payments in respect of capital stock, optional payments and modifications of other material debt instruments, negative pledges and agreements restricting subsidiary distributions and changes in line of business. In addition, the Company is required to comply with a total leverage ratio and fixed charge coverage ratio. As of December 31, 2014, our maximum total leverage ratio was 3.50 to 1.00 and we were in compliance with all covenants contained in the 2013 Credit Agreement. | |||||||
• | The senior secured credit facility contains customary events of default, including cross-default to other material agreements, judgment default and change of control. | |||||||
We are required under the 2013 Credit Agreement to establish a fixed or maximum interest rate covering a notional amount of not less than 50% of the aggregate outstanding indebtedness for borrowed money (other than the total revolving outstanding) for a period of three years from the closing date of our 2013 Credit Agreement. Subsequent to May 3, 2013, we entered into an agreement to cap the interest rate at 5% on the LIBOR component of our borrowings under the term loan facility until May 3, 2016. This interest rate cap is not designated for hedging or speculative purposes. The expense related to this interest rate cap was nominal. | ||||||||
As of December 31, 2014, the total principal outstanding under the term loan facility and revolving credit facility was $39.9 million and $10.0 million, respectively. Additional mandatory principal repayments totaling $3.9 million and $4.5 million will be due in 2015 and 2016, respectively. | ||||||||
Compass Convertible Notes | ||||||||
On January 4, 2011, as part of the consideration for the acquisition of Compass, we issued an aggregate of $6.3 million in convertible notes to Compass (the "Notes"). The Notes mature on January 4, 2018 and interest is payable on the outstanding principal amount, computed daily, at the rate of 3.875% per annum on January 31 of each calendar year and on the seventh anniversary of the date of the Notes. The Notes were subject to transfer restrictions until January 31, 2013. If the price of our common stock on the Nasdaq Global Market exceeds $4 per share for 60 consecutive trading days (the "Trigger Event"), the holder of the Notes may convert all (but not less than all) of the outstanding principal amount of the Notes into shares of our common stock at the rate of 1 share for every $4 in principal amount outstanding. After the Trigger Event, we may prepay all or any portion of the outstanding principal amount of the Notes by giving the holder 30 days written notice. | ||||||||
On April 26, 2013, the Company settled a portion of the Notes. The payee agreed to accept from the Company an amount equal to $650,000 as satisfaction in full of all indebtedness of $1.1 million owing by the Company to such payee. As a result of this transaction, the Company recognized a gain of $0.5 million in the second quarter of 2013 representing the difference between the fair value of the consideration issued in the settlement transaction and the carrying value of the amounts due to the payee. This amount was recorded in Gain on Extinguishment of Debt in the accompanying consolidated statement of comprehensive income (loss). | ||||||||
On November 14, 2013, our lenders agreed to amend the 2013 Credit Agreement to allow the Company to prepay the entire outstanding principal amount of the CPIV S.A. Convertible Note ("CPIV Note") plus accrued interest and exclude the CPIV Note prepayment from the calculation of our consolidated fixed charge coverage ratio. On November 25, 2013, the Company prepaid the CPIV Note and the payee agreed to accept from the Company an amount equal to the principal of $1.7 million plus accrued interest as satisfaction in full of all indebtedness owing by the Company to such payee. Therefore, there was no gain or loss recorded as a result of this transaction. | ||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS AND CONTINGENCIES | |||||
COMMITMENTS AND CONTINGENCIES | |||||
NOTE 13—COMMITMENTS AND CONTINGENCIES | |||||
The Company is involved in certain legal proceedings arising in the ordinary course of business. Management, after review and consultation with legal counsel, believes the ultimate success of parties of the legal proceedings is remote and the ultimate aggregate liability, if any, resulting from such proceedings will not be material to the financial position of the Company. | |||||
Employee Retirement Plans | |||||
The Company's TPI subsidiary maintains a qualified profit-sharing plan (the "Plan"). The annual contribution for 2014 is 3% of total cash compensation or $7,800, whichever is less. Employees are generally eligible to participate in the Plan after six months of service and are 100% vested upon entering the Plan. For the years ended December 31, 2014, 2013 and 2012, $1.6 million, $1.6 million and $1.6 million were contributed to the Plan by the Company, respectively. | |||||
Leases | |||||
The Company leases its office space under long-term operating lease agreements which expire at various dates through August 2021. Under the operating leases, the Company pays certain operating expenses relating to the leased property and monthly base rent. | |||||
Aggregate future minimum payments under noncancelable leases with initial or remaining terms of one year or more consist of the following at December 31, 2014: | |||||
Operating | |||||
Leases | |||||
2015 | $ | 2,343 | |||
2016 | 1,778 | ||||
2017 | 1,125 | ||||
2018 | 536 | ||||
2019 | 253 | ||||
Thereafter | 423 | ||||
| | | | | |
Total minimum lease payments | $ | 6,458 | |||
| | | | | |
| | | | | |
The Company's rental expense for operating leases was $3.6 million, $3.2 million and $3.0 million, in 2014, 2013 and 2012, respectively. | |||||
STA Consulting Contingent Consideration | |||||
The Company expects to pay $1.7 in the first quarter of 2015 related to 2014 performance and the remaining contingent liability in the first quarter of 2016. The Company also increased the contingent consideration liability by $0.5 million for the year ended December 31, 2014, based on the latest estimates of future profit level due to completion of new projects. | |||||
CCI Contingent Consideration | |||||
As of December 31, 2014, we have recorded a liability of $1.9 million representing the estimated fair value of contingent consideration related to the acquisition of CCI Consulting, of which $0.7 million is classified as current and included in accrued expenses on the consolidated balance sheet. | |||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | |
NOTE 14—RELATED PARTY TRANSACTIONS | |
From time to time, the Company may have receivables and payables with employees and shareholders. All related party transactions have been conducted in the normal course of business as if the parties were unrelated. As of December 31, 2014 and 2013, the Company had outstanding receivables from related parties, including shareholders, totaling $0.1 million and $0.2 million, respectively, and no outstanding payables. These transactions related to personal withholding taxes paid on behalf of expatriate employees. | |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
INCOME TAXES | |||||||||||
INCOME TAXES | |||||||||||
NOTE 15—INCOME TAXES | |||||||||||
The components of income before income taxes for the years ended December 31, 2014, 2013 and 2012 consists of the following: | |||||||||||
Years Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Domestic | $ | 5,208 | $ | 3,913 | $ | 2,104 | |||||
Foreign | 5,260 | 5,130 | 1,136 | ||||||||
| | | | | | | | | | | |
Total income before income taxes | $ | 10,468 | $ | 9,043 | $ | 3,240 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The components of the 2014, 2013 and 2012 income tax provision are as follows: | |||||||||||
Years Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Current: | |||||||||||
Federal | $ | 3,535 | $ | 3,917 | $ | 3,330 | |||||
State | 478 | 339 | 862 | ||||||||
Foreign | 1,940 | 1,825 | 1,088 | ||||||||
| | | | | | | | | | | |
Total current provision | 5,953 | 6,081 | 5,280 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Deferred: | |||||||||||
Federal | (1,477 | ) | (1,609 | ) | (1,824 | ) | |||||
State | (102 | ) | (86 | ) | (503 | ) | |||||
Foreign | (210 | ) | (119 | ) | (316 | ) | |||||
| | | | | | | | | | | |
Total deferred benefit | (1,789 | ) | (1,814 | ) | (2,643 | ) | |||||
| | | | | | | | | | | |
Total | $ | 4,164 | $ | 4,267 | $ | 2,637 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The differences between the effective tax rates reflected in the total provision for income taxes and the U.S. federal statutory rate of 35% for the year ended December 31, 2014, 2013 and 2012 were as follows: | |||||||||||
Years Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Tax provision (benefit) computed at 35% | $ | 3,664 | $ | 3,165 | $ | 1,134 | |||||
Nondeductible expenses | 406 | 541 | 158 | ||||||||
State income taxes, net of federal benefit | 258 | 145 | 94 | ||||||||
Derecognition of stock compensation deferred tax asset | — | — | 451 | ||||||||
Tax impact of foreign operations | (138 | ) | 518 | 784 | |||||||
Other | (26 | ) | (102 | ) | 16 | ||||||
| | | | | | | | | | | |
Income tax provision | $ | 4,164 | $ | 4,267 | $ | 2,637 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Effective income tax rates | 39.8 | % | 47.2 | % | 81.4 | % | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows: | |||||||||||
December 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Current deferred tax asset | |||||||||||
Compensation related expenses | $ | 1,266 | $ | 456 | |||||||
Valuation allowance for deferred tax assets | (461 | ) | (432 | ) | |||||||
Accruals and reserves | 639 | 1,058 | |||||||||
| | | | | | | | ||||
Total current deferred tax asset | 1,444 | 1,082 | |||||||||
| | | | | | | | ||||
Current deferred tax liability | |||||||||||
Prepaids | (306 | ) | (257 | ) | |||||||
| | | | | | | | ||||
Total current deferred tax liability | (306 | ) | (257 | ) | |||||||
| | | | | | | | ||||
Net current deferred tax asset | $ | 1,138 | $ | 825 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Noncurrent deferred tax asset | |||||||||||
Compensation related expenses | $ | 907 | $ | 1,006 | |||||||
Foreign currency translation | 2,629 | 1,500 | |||||||||
Foreign tax credit carryovers | 1,861 | 1,739 | |||||||||
Foreign net operating loss carryovers | 4,442 | 5,102 | |||||||||
U.S. net operating loss carryovers | 368 | 368 | |||||||||
Other | 392 | 333 | |||||||||
Valuation allowance for deferred tax assets | (5,233 | ) | (5,862 | ) | |||||||
| | | | | | | | ||||
Total noncurrent deferred tax asset | 5,366 | 4,186 | |||||||||
| | | | | | | | ||||
Noncurrent deferred tax liability | |||||||||||
Depreciable assets | (165 | ) | (239 | ) | |||||||
Intangible assets | (3,388 | ) | (5,158 | ) | |||||||
Investment in foreign subsidiaries | (1,182 | ) | (1,221 | ) | |||||||
| | | | | | | | ||||
Total noncurrent deferred tax liability | (4,735 | ) | (6,618 | ) | |||||||
| | | | | | | | ||||
Net noncurrent deferred tax asset (liability) | 631 | (2,432 | ) | ||||||||
| | | | | | | | ||||
Net deferred tax asset (liability) | $ | 1,769 | $ | (1,607 | ) | ||||||
| | | | | | | | ||||
| | | | | | | | ||||
A valuation allowance was established at December 31, 2014 and 2013 due to estimates of future utilization of net operating loss carryovers in the U.S. and certain foreign jurisdictions, derived primarily from acquisitions and recorded through purchase accounting. The valuation allowance at December 31, 2014 also primarily includes a full valuation for the Company's foreign tax credit carryovers and foreign taxes on its controlled foreign corporation. | |||||||||||
Uncertain tax positions | |||||||||||
Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. It is the Company's policy to accrue for interest and penalties related to its uncertain tax positions within income tax expense. | |||||||||||
A tabular reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period is as follows: | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance, beginning of year | $ | 2,288 | $ | 2,470 | $ | 2,087 | |||||
Reductions as a result of tax positions taken during a prior period | — | (139 | ) | — | |||||||
Additions as a result of tax positions taken during the current period | 146 | 110 | 383 | ||||||||
Reductions as a result of settlement with tax authorities | — | (139 | ) | — | |||||||
Reductions as a result of lapse of statute | (242 | ) | (14 | ) | — | ||||||
| | | | | | | | | | | |
Balance, end of year | $ | 2,192 | $ | 2,288 | $ | 2,470 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
We do not expect our unrecognized tax benefits to significantly change in the next twelve months. | |||||||||||
The Company has recognized through income tax expense approximately $0.5 million of interest and penalties related to uncertain tax positions. The amount of unrecognized tax benefit, if recognized, that would impact the effective tax rate is $2.2 million. The Company has entered into indemnification arrangements totaling $0.8 million to reduce the net economic impact of its uncertain tax positions. With few exceptions, the Company is no longer subject to U.S. federal, state, local, or non-U.S. income tax examinations by tax authorities for years before 2008. | |||||||||||
STOCK_BASED_COMPENSATION_PLANS
STOCK BASED COMPENSATION PLANS | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
STOCK BASED COMPENSATION | ||||||||||||||
STOCK BASED COMPENSATION | ||||||||||||||
NOTE 16—STOCK-BASED COMPENSATION PLANS | ||||||||||||||
The Amended and Restated 2007 Equity and Incentive Award Plan ("Incentive Plan") and Amended and Restated 2007 Employee Stock Purchase Plan ("ESPP") were approved by the Company's stockholders. Subject to the term of the Incentive Plan, the Incentive Plan authorizes the grant of awards, which awards may be made in the form of (i) nonqualified stock options; (ii) stock options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code (stock options described in clause (i) and (ii), "options"); (iii) stock appreciation rights ("SARs"); (iv) restricted stock and/or restricted stock units; (v) other stock based awards; (vi) performance-based awards, which are equity awards or incentive awards intended to qualify for full tax deductibility by the Company under Code Section 162(m); and (vii) incentive awards, a cash-denominated award earnable by achievement of performance goals. The issuance of shares or the payment of cash upon the exercise of an award or in consideration of the cancellation or termination of an award shall reduce the total number of shares available under the equity incentive plan, as applicable. The provisions of each award will vary based on the type of award granted and will be specified by the Compensation Committee of the Board of Directors. Those awards which are based on a specific contractual term will be granted with a term not to exceed ten years. The SARs granted under the Incentive Plan are granted with an exercise price equal to the fair market value of the Common Shares at the time the SARs are granted. | ||||||||||||||
As of December 31, 2014, there were 4,613,444 and 1,186,421 shares available for grant under the amended and restated Incentive Plan and ESPP, respectively. | ||||||||||||||
The Company recognized $3.1 million, $3.4 million and $2.8 million in employee stock-based compensation expense during the years ended December 31, 2014, 2013 and 2012, respectively. This expense was recorded in selling, general and administrative in the consolidated statement of comprehensive income. | ||||||||||||||
Stock Appreciation Rights | ||||||||||||||
The Compensation Committee may grant (i) a stock appreciation right independent of an option or (ii) a stock appreciation right in connection with an option, or a portion thereof. A stock appreciation right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related option is granted or at any time prior to the exercise or cancellation of the related option, (B) shall cover the same number of shares covered by an option (or such lesser number of shares as the Compensation Committee may determine) and (C) shall be subject to the same terms and conditions as such option except for such additional limitations as are contemplated above (or such additional limitations as may be included in an award agreement). | ||||||||||||||
SARs granted pursuant to the Incentive Plan are granted with an exercise price equal to the fair market value of the Common Shares at the time the SARs are granted. Pursuant to the applicable award agreements, the SARs vest and become exercisable with respect to 25% of the shares subject to the SARs on the first four anniversaries of the grant date, so long as the employee remains employed with the Company on each such date. If the employee's employment with the Company is terminated as a result of the employee's death or disability, all unvested SARs will be fully vested. If the employee retires, the SARs will continue to vest on the same schedule as if the employee had remained employed with the Company. Any vested SARs will expire upon the earliest to occur of the following: (i) the tenth anniversary of the grant date; (ii) one year following the date of the employee's termination of services as a result of death or permanent disability; (iii) 90 days following the fourth anniversary of the grant date, following the participant's retirement; (iv) 30 days following the date of the participant's termination of employment for any reason (other than as a result of death, disability or retirement); and (v) immediately upon a termination for cause. SARs will be settled in the form of shares of the Company's common stock upon exercise. | ||||||||||||||
A summary of the status of the Company's SARs issued under its Incentive Plan is presented below: | ||||||||||||||
SARs | Weighted-Average | Weighted-Average | Aggregate | |||||||||||
Exercise Price | Remaining | Intrinsic | ||||||||||||
Contractual | Value | |||||||||||||
Life | ||||||||||||||
(in years) | ||||||||||||||
Outstanding at December 31, 2011 | 396 | $ | 5.04 | 6.5 | $ | — | ||||||||
Granted | — | $ | — | |||||||||||
Exercised | — | $ | — | |||||||||||
Forfeited | (131 | ) | $ | 5.29 | ||||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2012 | 265 | $ | 4.92 | 5.5 | $ | — | ||||||||
Granted | — | $ | — | |||||||||||
Exercised | (45 | ) | $ | 3.18 | $ | 45 | ||||||||
Forfeited | (88 | ) | $ | 5.27 | ||||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2013 | 132 | $ | 5.28 | 4.4 | $ | 67 | ||||||||
Granted | — | $ | — | |||||||||||
Exercised | (13 | ) | $ | 3.18 | $ | 22 | ||||||||
Forfeited | (13 | ) | $ | 3.18 | $ | 22 | ||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2014 | 106 | $ | 5.78 | 3.3 | $ | 39 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Vested and expected to vest at December 31, 2014 | 106 | $ | 5.78 | 3.3 | $ | 39 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Exercisable at December 31, 2014 | 106 | $ | 5.78 | 3.3 | $ | 39 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The Company did not grant any SAR during the years end December 31, 2014, 2013 and 2012, respectively. The total fair value of the SARs vested during the years ended December 31, 2014, 2013 and 2012 was $0, $6,000 and $0.1 million, respectively. As of December 31, 2014, all of the compensation costs related to the Company's vested SARs have been recognized. | ||||||||||||||
The Company uses the Black-Scholes option pricing model to determine the fair value of each SAR award on the date of grant. The estimated fair value of the SARs is amortized to expense on a straight-line basis over the vesting period. | ||||||||||||||
The volatility calculation was based on our most recent trading day average. The risk-free interest rate is determined based upon the interest rate on a U.S. Treasury Bill with a term equal to the expected life of the SARs at the time the SARs was granted. An expected life of five years was taken into account for purposes of assigning a fair value to the SARs. The expected life represents the period of time the awards granted are expected to be outstanding. The Company has not issued any stock options from the inception through December 31, 2014. | ||||||||||||||
Restricted Share Awards/Units | ||||||||||||||
The Incentive Plan provides for the granting of restricted share awards ("RSA") or restricted share units ("RSU"), the vesting of which is subject to conditions and limitations established at the time of the grant. Upon the grant of an RSA, the participant has the rights of a shareholder, including but not limited to the right to vote such shares and the right to receive any dividends paid on such shares. Recipients of RSU awards will not have the rights of a shareholder of the Company until such date as the Common Shares are issued or transferred to the recipient. If the employee retires (at the normal retirement age stated in the applicable retirement plan or applicable law, if there is a mandatory retirement age), the restricted shares continue to vest on the same schedule as if the employee remained employed with the Company. Upon a change in control, or upon a termination of employment due to employee's death or permanent disability, the restricted shares become 100% vested. Dividends accrue and will be paid if and when the restricted shares vest. | ||||||||||||||
The Company also granted RSUs to specific employees which have the following characteristics: | ||||||||||||||
• | Performance-Based RSU Vesting (EBITDA): Provided the employee continues to be employed through April 1, 2016, the RSUs will vest on such date if specific 2015 financial performance is met, otherwise the RSUs will be forfeited. | |||||||||||||
• | Time-Based RSU Vesting: So long as the employee continues to be employed through the fourth anniversary of the grant date, the RSUs will become 100% vested on such date. | |||||||||||||
• | Performance-Based RSU Vesting (Stock Price): On July 1 and August 1, 2013, the Company granted 804,000 and 75,000 RSUs with grant date prices of $1.90 and $2.72, respectively. These RSUs contained a market condition that should the closing price of ISG shares meet or exceed $3.50 for three consecutive trading days, 100% of the RSUs would vest immediately at that time. The Company assessed the fair value of the awards on the grant date utilizing a lattice model. The weighted-average grant date fair value per market-based share for these awards granted was computed using the Monte Carlo pricing model using the following assumptions: | |||||||||||||
Expected term of award | 4 years | |||||||||||||
Risk-free interest rate | 1.10 | % | ||||||||||||
Expected volatility | 50 | % | ||||||||||||
The expected term of the awards was based on the requisite service period. The risk-free interest rate was based on the U.S Treasury Bill in effect at the time of grant for four years. The expected volatility was based on our historical volatility. | ||||||||||||||
All RSUs under the July 1 and August 1, 2013 grants have vested since the market condition was achieved during the quarter ended September 30, 2013. As a result, the Company recorded $1.7 million of stock compensation expense in selling, general and administrative in the accompanying consolidated statement of comprehensive income (loss). | ||||||||||||||
If an employee's employment is terminated (i) at any time during the vesting period due to the employee's death, disability or retirement prior to the applicable vesting date or (ii) without cause by the Company after 50% of the relevant period has elapsed, then the RSUs will vest prorata based on the period of time worked relative to such period. However, no shares will be distributed until the applicable pro rata vesting date (and, in the case of the Performance-Based RSUs, only if and to the extent that the performance target is achieved). In all other terminations occurring prior to the applicable vesting date, the RSUs will expire. Pursuant to the terms of the Incentive Plan, in the event of a change in control, the Compensation Committee of the Board of Directors may accelerate vesting of the outstanding awards then held by participants. All RSUs will be payable in shares of the Company's common stock immediately upon vesting. No dividend equivalents will be paid with respect to any RSUs. | ||||||||||||||
The fair value of RSAs and RSUs is determined based on the closing price of the Company's shares on the grant date. The total fair value is amortized to expense on a straight-line basis over the vesting period. There has been no activities for RSAs since December 31, 2011. | ||||||||||||||
A summary of the status of the Company's RSUs issued under its Incentive Plan as of December 31, 2014 and changes during the year then ended, is presented below: | ||||||||||||||
RSU | Weighted-Average | |||||||||||||
Grant Date | ||||||||||||||
Fair Value | ||||||||||||||
Non-vested at December 31, 2011 | 2,658 | $ | 2.26 | |||||||||||
Granted | 1,057 | $ | 1.21 | |||||||||||
Vested | (1,033 | ) | $ | 2.49 | ||||||||||
Forfeited | (334 | ) | $ | 2.12 | ||||||||||
| | | | | | | | |||||||
Non-vested at December 31, 2012 | 2,348 | $ | 1.71 | |||||||||||
Granted | 1,578 | $ | 2.31 | |||||||||||
Vested | (2,045 | ) | $ | 1.85 | ||||||||||
Forfeited | (254 | ) | $ | 1.68 | ||||||||||
| | | | | | | | |||||||
Non-vested at December 31, 2013 | 1,627 | $ | 2.13 | |||||||||||
Granted | 1,729 | $ | 4.56 | |||||||||||
Vested | (689 | ) | $ | 2.03 | ||||||||||
Forfeited | (31 | ) | $ | 3.23 | ||||||||||
| | | | | | | | |||||||
Non-vested at December 31, 2014 | 2,636 | $ | 3.73 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
The total fair value of RSUs vested during the years ended December 31, 2014, 2013 and 2012 was $1.4 million, $3.8 million and $2.6 million, respectively. As of December 31, 2014, there was $6.1 million of unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted-average period of 2.8 years. | ||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||
The Company uses the Black-Scholes option pricing model to estimate the fair value of shares expected to be issued under the Company's employee stock purchase plan. The ESPP provides that a total of 1.2 million shares of Common Stock are reserved for issuance under the plan. The ESPP, which is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code, is implemented utilizing three-month offerings with purchases occurring at three-month intervals. The ESPP administration is overseen by the Company's Compensation Committee. Employees are eligible to participate if they are employed by the Company for at least 20 hours per week and more than five months in a calendar year. The ESPP permits eligible employees to purchase Common Stock through payroll deductions, ranging from one to ten percent of their eligible earnings subject to IRS regulated cap of $25,000. The price of Common Stock purchased under the ESPP is 90% of the fair market value of the Common Stock on the applicable purchase date. Employees may end their participation in an offering at any time during the offering period, and participation ends automatically upon termination of employment. The Compensation Committee may at any time amend or terminate the ESPP, except that no such amendment or termination may adversely affect shares previously granted under the ESPP. The Company may issue new shares for the ESPP using treasury shares or newly issued shares. | ||||||||||||||
For the year ended December 31, 2014, the Company issued 150,095 shares for the ESPP. There were 1,186,421 shares available for purchase at December 31, 2014 under the ESPP. | ||||||||||||||
SEGMENT_AND_GEOGRAPHICAL_INFOR
SEGMENT AND GEOGRAPHICAL INFORMATION | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
SEGMENT AND GEOGRAPHICAL INFORMATION | |||||||||||
SEGMENT AND GEOGRAPHICAL INFORMATION | |||||||||||
NOTE 17—SEGMENT AND GEOGRAPHICAL INFORMATION | |||||||||||
The Company operates in one segment, fact-based sourcing advisory services. The Company operates principally in the Americas, Europe, and Asia Pacific. The Company's foreign operations are subject to local government regulations and to the economic and political uncertainties of those areas. | |||||||||||
Geographical information for the segment is as follows: | |||||||||||
Years Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Revenues | |||||||||||
Americas(1) | $ | 105,915 | $ | 114,603 | $ | 104,925 | |||||
Europe(2) | 84,107 | 75,127 | 62,671 | ||||||||
Asia Pacific(3) | 19,595 | 21,252 | 25,149 | ||||||||
| | | | | | | | | | | |
$ | 209,617 | $ | 210,982 | $ | 192,745 | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Identifiable long-lived assets | |||||||||||
Americas | $ | 2,131 | $ | 2,064 | $ | 1,893 | |||||
Europe | 1,130 | 912 | 931 | ||||||||
Asia Pacific | 217 | 237 | 250 | ||||||||
| | | | | | | | | | | |
$ | 3,478 | $ | 3,213 | $ | 3,074 | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | Substantially all relates to operations in the United States. | ||||||||||
-2 | Includes revenues from operations in Germany of $31.8 million, $30.1 million and $28.3 million in 2014, 2013 and 2012, respectively. Includes revenues from operations in the United Kingdom of $19.9 million, $19.9 million and $14.1 million in 2014, 2013 and 2012, respectively. | ||||||||||
-3 | Includes revenues from operations in Australia of $14.3 million, $16.1 million and $18.0 million in 2014, 2013 and 2012, respectively. | ||||||||||
The segregation of revenues by geographic region is based upon the location of the legal entity performing the services. The Company does not measure or monitor gross profit or operating income by geography or any other measure or metric, other than consolidated, for the purposes of making operating decisions or allocating resources. | |||||||||||
UNAUDITED_QUARTERLY_INFORMATIO
UNAUDITED QUARTERLY INFORMATION | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
UNAUDITED QUARTERLY INFORMATION | ||||||||||||||
UNAUDITED QUARTERLY INFORMATION | ||||||||||||||
NOTE 18—UNAUDITED QUARTERLY INFORMATION | ||||||||||||||
Quarters Ended | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||
2014 | 2014 | 2014 | 2014 | |||||||||||
Fiscal 2014: | ||||||||||||||
Net sales | $ | 48,241 | $ | 54,888 | $ | 53,258 | $ | 53,230 | ||||||
Gross profit | $ | 18,429 | $ | 23,391 | $ | 21,771 | $ | 21,894 | ||||||
Operating income | $ | 1,036 | $ | 4,524 | $ | 3,772 | $ | 3,346 | ||||||
Other expense, net | $ | (530 | ) | $ | (374 | ) | $ | (574 | ) | $ | (732 | ) | ||
Income from operations | $ | 506 | $ | 4,150 | $ | 3,198 | $ | 2,614 | ||||||
Net income attributable to ISG | $ | 63 | $ | 3,105 | $ | 2,353 | $ | 657 | ||||||
Basic earnings per share attributable to ISG | 0 | 0.08 | 0.06 | 0.02 | ||||||||||
$ | $ | $ | $ | |||||||||||
Diluted earnings per share attributable to ISG | $ | 0 | $ | 0.08 | $ | 0.06 | $ | 0.02 | ||||||
Basic weighted average common shares attributable to ISG | 37,383 | 37,220 | 37,039 | 36,702 | ||||||||||
Diluted weighted average common shares attributable to ISG | 38,861 | 38,837 | 38,740 | 38,333 | ||||||||||
Quarters Ended | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||
2013 | 2013 | 2013 | 2013 | |||||||||||
Fiscal 2013: | ||||||||||||||
Net sales | $ | 50,588 | $ | 55,583 | $ | 51,371 | $ | 53,440 | ||||||
Gross profit | $ | 20,556 | $ | 23,881 | $ | 20,638 | $ | 21,922 | ||||||
Operating income | $ | 2,610 | $ | 4,307 | $ | 1,797 | $ | 2,987 | ||||||
Other expense, net | $ | (674 | ) | $ | (672 | ) | $ | (686 | ) | $ | (626 | ) | ||
Income from operations | $ | 1,936 | $ | 3,635 | $ | 1,111 | $ | 2,361 | ||||||
Net income | $ | 969 | $ | 2,439 | $ | 411 | $ | 957 | ||||||
Basic earnings per share | 0.03 | 0.07 | 0.01 | 0.03 | ||||||||||
$ | $ | $ | $ | |||||||||||
Diluted earnings per share | $ | 0.03 | $ | 0.06 | $ | 0.01 | $ | 0.03 | ||||||
Basic weighted average common shares | 36,632 | 36,756 | 36,781 | 37,071 | ||||||||||
Diluted weighted average common shares | 38,794 | 38,512 | 38,830 | 38,614 | ||||||||||
SCHEDULE_II_VALUATION_AND_QUAL
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||
INFORMATION SERVICES GROUP, INC. | |||||||||||||||||
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||
(in thousands) | |||||||||||||||||
Description | Balance at | Balance | Charges to | Additions/ | Balance at | ||||||||||||
Beginning | Assumed in | Costs and | (Deductions) | End of | |||||||||||||
of Period | Acquisitions | Expenses | Period | ||||||||||||||
Year ended December 31, 2014: | |||||||||||||||||
Allowance for doubtful accounts | $ | 352 | — | (100 | ) | (18 | ) | $ | 234 | ||||||||
Allowance for tax valuation | $ | 6,294 | — | 150 | (750 | ) | $ | 5,694 | |||||||||
Year ended December 31, 2013: | |||||||||||||||||
Allowance for doubtful accounts | $ | 395 | — | 49 | (92 | ) | $ | 352 | |||||||||
Allowance for tax valuation | $ | 5,039 | — | 997 | 258 | $ | 6,294 | ||||||||||
Year ended December 31, 2012: | |||||||||||||||||
Allowance for doubtful accounts | $ | 549 | — | 297 | (451 | ) | $ | 395 | |||||||||
Allowance for tax valuation | $ | 9,026 | — | 784 | (4,771 | ) | $ | 5,039 | |||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||
Basis of Presentation and Principles of Consolidation | ||||||||||||||
Basis of Presentation and Principles of Consolidation | ||||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. These consolidated financial statements and footnotes are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany accounts and transactions have been eliminated in consolidation. Unless the context requires otherwise, references to the Company include ISG and its consolidated subsidiaries. | ||||||||||||||
Use of Estimates | ||||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. Actual results may differ from those estimates. The complexity of the estimation process and issues related to the assumptions, risks and uncertainties inherent in the application of the proportional performance method of accounting affect the amounts of revenues, expenses, unbilled receivables and deferred revenue. Numerous internal and external factors can affect estimates. Estimates are also used for but not limited to: allowance for doubtful accounts, useful lives of furniture, fixtures and equipment and definite-lived intangible assets, depreciation expense, fair value assumptions in analyzing goodwill and intangible asset impairments, income taxes and deferred tax asset valuation, and the valuation of stock based compensation. | ||||||||||||||
Business Combinations | ||||||||||||||
Business Combinations | ||||||||||||||
We have acquired businesses critical to the Company's long-term growth strategy. Results of operations for acquisitions are included in the accompanying consolidated statement of comprehensive income from the date of acquisition. Acquisitions are accounted for using the purchase method of accounting and the purchase price is allocated to the net assets acquired based upon their estimated fair values at the date of acquisition. The excess of the purchase price over the net assets was recorded as goodwill. Final valuations of assets and liabilities are obtained and recorded within one year from the date of the acquisition. We recorded a bargain purchase gain of approximately $0.1 million for the year ended December 31, 2014. This gain relates to the newly acquired shares of CTP. This gain resulted as the fair value of the net assets acquired exceeded the consideration transferred. | ||||||||||||||
Cash and Cash Equivalents | ||||||||||||||
Cash and Cash Equivalents | ||||||||||||||
The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents, including certain money market accounts. The Company principally maintains its cash in money market and bank deposit accounts in the United States of America which typically exceed applicable insurance limits. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. | ||||||||||||||
Restricted Cash | ||||||||||||||
Restricted Cash | ||||||||||||||
Restricted cash consists of cash and cash equivalents which the Company has pledged to fulfill certain obligations and are not available for general corporate purposes. | ||||||||||||||
Accounts and Unbilled Receivables and Allowance for Doubtful Accounts | ||||||||||||||
Accounts and Unbilled Receivables and Allowance for Doubtful Accounts | ||||||||||||||
Our trade receivables primarily consist of amounts due for services already performed via fixed fee or time and materials arrangements. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of clients to pay fees or for disputes that affect its ability to fully collect billed accounts receivable. The allowance for these risks is prepared by reviewing the status of all accounts and recording reserves on a specific identification method based on previous experiences and historical bad debts. However, our actual experience may vary significantly from these estimates. If the financial condition of our clients were to deteriorate, resulting in their inability or unwillingness to pay their invoices, we may need to record additional allowances or write-offs in future periods. To the extent the provision relates to a client's inability or unwillingness to make required payments, the provision is recorded as bad debt expense, which is classified within selling, general and administrative expense in the accompanying consolidated statement of comprehensive income. | ||||||||||||||
The provision for unbilled services is recorded as a reduction to revenues to the extent the provision relates to fee adjustments and other discretionary pricing adjustments. | ||||||||||||||
Prepaid Expenses and Other Assets | ||||||||||||||
Prepaid Expenses and Other Assets | ||||||||||||||
Prepaid expenses and other assets consist primarily of prepaid expenses for insurance, conferences and deposits for facilities, programs and promotion items. | ||||||||||||||
Furniture, Fixtures and Equipment, net | ||||||||||||||
Furniture, Fixtures and Equipment, net | ||||||||||||||
Furniture, fixtures and equipment is recorded at cost. Depreciation is computed by applying the straight-line method over the estimated useful life of the assets, which ranges from three to five years. Leasehold improvements are depreciated over the lesser of the useful life of the underlying asset or the lease term, which generally range from three to five years. Expenditures for renewals and betterments are capitalized. Repairs and maintenance are charged to expense as incurred. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and any associated gain or loss thereon is reflected in the accompanying consolidated statement of comprehensive income. | ||||||||||||||
Internal-Use Software and Website Development Costs | ||||||||||||||
Internal-Use Software and Website Development Costs | ||||||||||||||
The Company capitalizes internal-use software and website development costs and records these amounts within furniture, fixtures and equipment. Accounting standards require that certain costs related to the development or purchase of internal-use software and systems as well as the costs incurred in the application development stage related to its website be capitalized and amortized over the estimated useful life of the software or system. They also require that costs related to the preliminary project stage, data conversion and post implementation/operation stage of an internal-use software development project be expensed as incurred. | ||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, the Company capitalized $0.6 million, $0.7 million and $0.6 million, respectively, of costs associated with the system conversion and website development. | ||||||||||||||
Goodwill | ||||||||||||||
Goodwill | ||||||||||||||
Our goodwill represents the excess of the cost of businesses acquired over the fair value of the net assets acquired at the date of acquisition. Goodwill is not amortized but rather tested for impairment at least annually by applying a fair-value based test in accordance with accounting and disclosure requirements for goodwill and other indefinite-lived intangible assets. This test is performed by us during our fourth fiscal quarter or more frequently if we believe impairment indicators are present. | ||||||||||||||
We performed step one of a two-step impairment test on goodwill. Step one compares the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying value of the reporting unit exceeds the fair value of the reporting unit, then we must perform the second step of the impairment test whereby the carrying value of the reporting unit's goodwill is compared to its implied fair value. If the carrying value of the goodwill exceeds the implied fair value, an impairment loss equal to the difference is recorded. | ||||||||||||||
In performing the first step of the impairment test on goodwill, we determined the fair value of the reporting unit using both a market and income approach. The income approach utilizes a discounted cash flow model and is based on projections of future operations of the reporting unit as of the valuation date. The market approach is based on our stock price and provides a direct indication of fair value. Under the market approach, we determined the fair value of the reporting unit utilizing a relevant average of our common stock price for the October 31 measurement period, as quoted on the Nasdaq Global Market plus a 35% control premium based upon recent transactions of comparable companies. The discounted cash flow model assumed revenue growth rates of approximately 3% per year. We employed a discount rate of 13.5% to discount future excess cash flows. As a result of the step one test performed, the fair value of our reporting unit substantially exceeded the carrying value. Therefore, step two was not performed or required. | ||||||||||||||
Long-Lived Assets | ||||||||||||||
Long-Lived Assets | ||||||||||||||
Long-lived assets, excluding goodwill and indefinite-lived intangibles, to be held and used by the Company are reviewed to determine whether any significant change in the long-lived asset's physical condition, a change in industry conditions or a reduction in cash flows associated with the use of the long-lived asset. If these or other factors indicate the carrying amount of the asset may not be recoverable, the Company determines whether impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset. The fair value of the asset is measured using market prices or, in the absence of market prices, an estimate of discounted cash flows. Cash flows are generally discounted at an interest rate commensurate with our weighted average cost of capital for a similar asset. Assets are classified as held for sale when the Company has a plan for disposal of certain assets and those assets meet the held for sale criteria of accounting and disclosure requirement for the impairment or disposal of long-lived assets. | ||||||||||||||
Debt Issuance Costs | ||||||||||||||
Debt Issuance Costs | ||||||||||||||
Costs directly incurred in obtaining long-term financing, typically bank and attorney fees, are deferred and are amortized over the life of the related loan using the effective interest method. Deferred issuance costs are classified as other assets in the accompanying consolidated balance sheet. Amortization of debt issuance costs is included in interest expense and totaled $0.2 million, $0.2 million and $0.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||
Revenue Recognition | ||||||||||||||
Revenue Recognition | ||||||||||||||
We recognize our revenues for the sale of services and products when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, the fee is fixed or determinable and the collectability of the related revenue is reasonably assured. | ||||||||||||||
We principally derive revenues from fees for services generated on a project-by-project basis. Prior to the commencement of a project, we reach agreement with the client on rates for services based upon the scope of the project, staffing requirements and the level of client involvement. It is our policy to obtain written agreements from new clients prior to performing services. In these agreements, the clients acknowledge that they will pay based upon the amount of time spent on the project or an agreed upon fee structure. Revenues for services rendered are recognized on a time and materials basis or on a fixed-fee or capped-fee basis in accordance with accounting and disclosure requirements for revenue recognition. | ||||||||||||||
Fees for services that have been performed, but for which we have not invoiced the customers are recorded as unbilled receivables in the accompanying consolidated balance sheets. | ||||||||||||||
Revenues from subscription contracts are recognized ratably over the life of the contract, which is generally one year. These fees are typically billed in advance and included in deferred revenue until recognized. | ||||||||||||||
Revenues for time and materials contracts are recognized based on the number of hours worked by our advisors at an agreed upon rate per hour and are recognized in the period in which services are performed. Revenues for time and materials contracts are billed monthly, semimonthly or in accordance with the specific contractual terms of each project. | ||||||||||||||
Revenues related to fixed-fee or capped-fee contracts are recognized into revenue as value is delivered to the customer. The pattern of revenue recognition for these contracts varies depending on the terms of the individual contracts, and may be recognized proportionally over the term of the contract or deferred until the end of the contract term and recognized when our obligations have been fulfilled with the customer. In instances where substantive acceptance provisions are specified in customer contracts, revenues are deferred until all acceptance criteria have been met. The pattern of revenue recognition for contracts where revenues are recognized proportionally over the term of the contact is based on the proportional performance method of accounting using the ratio of labor hours incurred to estimated total labor hours, which we consider to be the best available indicator of the pattern and timing in which contract obligations are fulfilled. This percentage is multiplied by the contracted dollar amount of the project to determine the amount of revenue to recognize in an accounting period. The contracted amount used in this calculation typically excludes the amount the client pays for reimbursable expenses. There are situations where the number of hours to complete projects may exceed our original estimate as a result of an increase in project scope or unforeseen events. On a regular basis, we review the hours incurred and estimated total labor hours to complete. The results of any revisions in these estimates are reflected in the period in which they become known. We believe we have demonstrated a history of successfully estimating the total labor hours to complete a project. | ||||||||||||||
The agreements entered into in connection with a project, whether on a time and materials basis or fixed-fee or capped-fee basis, typically allow our clients to terminate early due to breach or for convenience with 30 days' notice. In the event of termination, the client is contractually required to pay for all time, materials and expenses incurred by us through the effective date of the termination. In addition, from time to time, we enter into agreements with clients that limit our right to enter into business relationships with specific competitors of that client for a specific time period. These provisions typically prohibit us from performing a defined range of services that it might otherwise be willing to perform for potential clients. These provisions are generally limited to six to twelve months and usually apply only to specific employees or the specific project team. | ||||||||||||||
Reimbursable Expenditures | ||||||||||||||
Reimbursable Expenditures | ||||||||||||||
Amounts billed to customers for reimbursable expenditures are included in revenues and the associated costs incurred by the Company are included in direct costs and expenses for advisors in the accompanying consolidated statement of comprehensive income. Non-reimbursable amounts are expensed as incurred. Reimbursable expenditures totaled $9.9 million, $10.4 million and $9.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||
Direct Costs and Expenses for Advisors | ||||||||||||||
Direct Costs and Expenses for Advisors | ||||||||||||||
Direct costs and expenses for advisors include payroll expenses and advisory fees directly associated with the generation of revenues and other program expenses. Direct costs and expenses for advisors are expensed as incurred. | ||||||||||||||
Direct costs and expenses for advisors also include expense accruals for discretionary bonus payments. Bonus accrual levels are adjusted throughout the year based on actual and projected individual and Company performance. | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
We grant restricted stock with a fair value that is determined based on the closing price of our common stock on the date of grant. Restricted stock generally vests over a four-year period for employees and a three-year period for directors. Stock-based compensation expense is recognized ratably over the applicable service period. | ||||||||||||||
We follow the provisions of accounting and disclosures requirement for share-based payments, requiring the measurement and recognition of all share-based compensation under the fair value method. | ||||||||||||||
Concentration of Credit Risk | ||||||||||||||
Concentration of Credit Risk | ||||||||||||||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. The Company places its cash investments with high quality financial institutions. The Company extends credit to its customers based upon an evaluation of the customer's financial condition and credit history and generally does not require collateral. | ||||||||||||||
Treasury Stock | ||||||||||||||
Treasury Stock | ||||||||||||||
The Company makes treasury stock purchases in the open market pursuant to the share repurchase program, which was approved by the Board of Directors on November 14, 2007. | ||||||||||||||
Treasury stock is recorded on the consolidated balance sheet at cost as a reduction of stockholders' equity. Shares are released from Treasury at original cost on a first-in, first-out basis, with any gain on the sale reflected as an adjustment to additional paid-in capital. Losses are reflected as an adjustment to additional paid-in capital to the extent of gains previously recognized, otherwise as an adjustment to retained earnings. | ||||||||||||||
Foreign Currency Translation | ||||||||||||||
Foreign Currency Translation | ||||||||||||||
The assets and liabilities of the Company's foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at the end of the reporting period. Revenue and expense items are translated at average exchange rates for the reporting period. Resulting translation adjustments are included in the accompanying statement of comprehensive income and accompanying statement of stockholders' equity as a component of Accumulated Other Comprehensive Loss. | ||||||||||||||
The functional currency of the Company and its subsidiaries is the respective local currency. The Company has contracts denominated in foreign currencies and therefore, a portion of the Company's revenues are subject to foreign currency risks. Transactional currency gains and losses that arise from transactions denominated in currencies other than the functional currencies of our operations are recorded in Foreign Currency Transaction Loss in the accompanying consolidated statement of comprehensive income. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
The carrying value of the Company's cash and cash equivalents, receivables, accounts payable, other current liabilities, and accrued interest approximate fair value. | ||||||||||||||
Fair value measurements were applied with respect to our nonfinancial assets and liabilities measured on a nonrecurring basis, which would consist of measurements primarily to goodwill, intangible assets and other long-lived assets, and assets acquired and liabilities assumed in a business combination. | ||||||||||||||
Fair value is the price that would be received upon a sale of an asset or paid upon a transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). Market participants can use market data or assumptions in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable. The use of unobservable inputs is intended to allow for fair value determinations in situations where there is little, if any, market activity for the asset or liability at the measurement date. Under the fair-value hierarchy: | ||||||||||||||
• | Level 1 measurements include unadjusted quoted market prices for identical assets or liabilities in an active market; | |||||||||||||
• | Level 2 measurements include quoted market prices for identical assets or liabilities in an active market that have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets; and | |||||||||||||
• | Level 3 measurements include those that are unobservable and of a highly subjective measure. | |||||||||||||
During 2014, there were no transfers of our financial assets between Level 1 and Level 2 measures. Our financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | ||||||||||||||
The Company held investments in cash equivalent money market funds of approximately $20,000 at December 31, 2014 and 2013, respectively. The Company considers the fair value of cash equivalent money market funds to be classified within Level 1 of the fair value hierarchy. | ||||||||||||||
The following table presents the carrying amounts and estimated fair values of our other financial instruments at December 31, 2014 and 2013: | ||||||||||||||
December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
Contingent consideration, including current portion(1) | $ | 4,810 | $ | 4,810 | $ | 4,085 | $ | 4,085 | ||||||
Long-term debt, including current portion | 53,371 | 53,412 | 56,746 | 56,762 | ||||||||||
| | | | | | | | | | | | | | |
$ | 58,181 | $ | 58,222 | $ | 60,831 | $ | 60,847 | |||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | The short-term portion is included in "accrued expenses." The long-term portion is included in "Other liabilities." | |||||||||||||
The fair values of these instruments are classified within Level 3 of the fair value hierarchy. The fair values of these instruments have been estimated using a discounted cash flow analysis based on the Company's incremental borrowing rate for similar borrowing arrangements. The incremental borrowing rate used to discount future cash flows ranged from 2.67% to 2.76%. The Company also considered recent transactions of peer group companies for similar instruments with comparable terms and maturities as well as an analysis of current market conditions. | ||||||||||||||
The Company paid $1.6 million related to the STA contingent consideration during the second quarter of 2014. The Company also increased the STA contingent consideration liability by $0.5 million for year ended December 31, 2014, based on the latest estimates of future profit level due to completion of new projects. On April 15, 2014, the Company recorded a liability of $2.0 million representing the fair value of the contingent consideration related to the acquisition of CCI Consulting Pty Ltd ("CCI"). The Company also increased the CCI contingent consideration liability by $0.1 million for year ended December 31, 2014. The fair value measurement of this contingent consideration is classified within Level 3 of the fair value hierarchy and reflects the Company's own assumptions in measuring fair values using the income approach. In developing these estimates, the Company considered certain performance projections, historical results, and industry trends. This amount was estimated through a valuation model that incorporated probability-weighted assumptions related to the achievement of these milestones and thus the likelihood of the Company making payments. These cash outflow projections have been discounted using a rate ranging from 2.3% to 13.5%, which is the after-tax cost of debt financing for market participants. | ||||||||||||||
The following table represents the change in the contingent consideration liability during the years ended December 31, 2014 and 2013: | ||||||||||||||
December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Beginning Balance | $ | 4,085 | $ | 2,787 | ||||||||||
Acquisition | 1,989 | — | ||||||||||||
Remeasurement of contingent consideration | 632 | 1,298 | ||||||||||||
Unrealized loss related to currency translation | (248 | ) | — | |||||||||||
Payments | (1,633 | ) | — | |||||||||||
| | | | | | | | |||||||
Ending Balance | $ | 4,825 | $ | 4,085 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Dividend | ||||||||||||||
Dividend | ||||||||||||||
On December 2, 2014 the Board of Directors authorized a special dividend of $0.14 per share on the Company's issued and outstanding shares of common stock. This cash dividend was paid on January 28, 2015 to shareholders of record as of January 15, 2015. Prior to this special dividend we had not paid any dividends on our common stock. | ||||||||||||||
Income Taxes | ||||||||||||||
Income Taxes | ||||||||||||||
We use the asset and liability method to account for income taxes, including recognition of deferred tax assets and liabilities for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax basis. We review our deferred tax assets for recovery. A valuation allowance is established when we believe that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in the valuation allowance from period to period are included in our tax provision in the period of change. | ||||||||||||||
For uncertain tax positions, we use a prescribed model for assessing the financial recognition and measurement of all tax positions taken or expected to be taken in its tax returns. The guidance provides clarification on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. Our provision for income taxes also includes the impact of provisions established for uncertain income tax positions, as well as the related interest. | ||||||||||||||
Recently Issued Accounting Pronouncements | ||||||||||||||
Recently Issued Accounting Pronouncements | ||||||||||||||
In March 2013, the Financial Accounting Standards Board ("FASB") issued new accounting guidance clarifying the accounting for the release of cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The adoption of this standard did not have a material impact on the Company's financial position, results of operations or cash flows. | ||||||||||||||
In July 2013, the FASB issued new accounting guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. No new recurring disclosures are required. The amendments are effective for annual and interim reporting periods beginning on or after December 15, 2013, and are to be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this standard did not have a material impact on the Company's financial position, results of operations or cash flows. | ||||||||||||||
In April 2014, the FASB issued new accounting guidance regarding reporting discontinued operations and disclosures of disposals of components of an entity, which raises the threshold for determining which disposals are required to be presented as discontinued operations and modifies related disclosure requirements. The standard is applied prospectively and is effective in 2015 with early adoption permitted. The Company does not believe the adoption of this guidance will impact its consolidated financial statements or disclosures. | ||||||||||||||
In May 2014, the FASB issued new accounting guidance outlines a single comprehensive model for entities to use in accounting for revenue. Under the guidance, revenue is recognized when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard is effective for public entities with annual and interim reporting periods beginning after December 15, 2016. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt the guidance. We are currently assessing the effects this guidance may have on our consolidated financial statements, as well as the method of transition that we will use in adopting the new standard. | ||||||||||||||
In August 2014, the FASB issued guidance on management's responsibility to assess an entity's ability to continue as a going concern and provide related footnote disclosures in certain circumstances. The guidance is effective for the Company's interim and annual periods beginning after December 15, 2016. The Company does not believe the adoption of this guidance will impact its consolidated financial statements or disclosures. | ||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||
Schedule of carrying amounts and estimated fair values of other financial instruments | ||||||||||||||
December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||
Liabilities: | ||||||||||||||
Contingent consideration, including current portion(1) | $ | 4,810 | $ | 4,810 | $ | 4,085 | $ | 4,085 | ||||||
Long-term debt, including current portion | 53,371 | 53,412 | 56,746 | 56,762 | ||||||||||
| | | | | | | | | | | | | | |
$ | 58,181 | $ | 58,222 | $ | 60,831 | $ | 60,847 | |||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | The short-term portion is included in "accrued expenses." The long-term portion is included in "Other liabilities." | |||||||||||||
Schedule of change in the contingent consideration liability | ||||||||||||||
December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Beginning Balance | $ | 4,085 | $ | 2,787 | ||||||||||
Acquisition | 1,989 | — | ||||||||||||
Remeasurement of contingent consideration | 632 | 1,298 | ||||||||||||
Unrealized loss related to currency translation | (248 | ) | — | |||||||||||
Payments | (1,633 | ) | — | |||||||||||
| | | | | | | | |||||||
Ending Balance | $ | 4,825 | $ | 4,085 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Convergent Technologies Partners SPA | ||||||
Business Acquisition | ||||||
Summary of fair value of consideration transferred | ||||||
Cash | $ | 697 | ||||
Redeemable noncontrolling interest* | 501 | |||||
| | | | | ||
Total fair value transferred | $ | 1,198 | ||||
| | | | | ||
| | | | | ||
* | Equivalent to 49% of CTP's share capital discounted for lack of control and marketability based on third party research. | |||||
Schedule of recognized amounts of identifiable assets acquired and liabilities assumed | Recognized amounts of identifiable assets acquired and liabilities assumed as of March 17, 2014: | |||||
Cash | $ | 734 | ||||
Accounts receivable | 565 | |||||
Other assets | 436 | |||||
Intangible assets | 139 | |||||
Accounts payable | (65 | ) | ||||
Accrued expenses and other | (465 | ) | ||||
| | | | | ||
Net assets acquired | $ | 1,344 | ||||
| | | | | ||
Bargain purchase gain | $ | (146 | ) | |||
Schedule of purchase price assigned to intangible assets and the amortization period | ||||||
Purchase Price | Asset Life | |||||
Allocation | ||||||
Amortizable intangible assets: | ||||||
Customer relationships | $ | 56 | 10 years | |||
Certified Methodology (patent) | 83 | 3 years | ||||
| | | | | | |
Total intangible assets | $ | 139 | ||||
| | | | | | |
| | | | | | |
CCI Consulting Pty Ltd | ||||||
Business Acquisition | ||||||
Summary of fair value of consideration transferred | ||||||
Cash | $ | 934 | ||||
Post-completion installment payment | 800 | |||||
Restricted stock* | 237 | |||||
Contingent consideration | 1,989 | |||||
Working capital adjustment | (56 | ) | ||||
| | | | | ||
Total allocable purchase price | $ | 3,904 | ||||
| | | | | ||
| | | | | ||
* | 50,000 shares at $4.74 at close of market on 4/15/2014 that vest upon achievement of certain performance measures. | |||||
Schedule of recognized amounts of identifiable assets acquired and liabilities assumed | Recognized amounts of identifiable assets acquired and liabilities assumed as of April 15, 2014: | |||||
Cash | $ | 7 | ||||
Accounts receivable | 275 | |||||
Other assets | 18 | |||||
Intangible assets | 1,887 | |||||
Accounts payable | (27 | ) | ||||
Accrued expenses and other | (203 | ) | ||||
| | | | | ||
Net assets acquired | $ | 1,957 | ||||
| | | | | ||
Goodwill(1) | $ | 1,947 | ||||
-1 | Goodwill of approximately $1.9 million acquired in the acquisition is deductible for tax purposes. | |||||
Schedule of purchase price assigned to intangible assets and the amortization period | ||||||
Purchase Price | Asset Life | |||||
Allocation | ||||||
Amortizable intangible assets: | ||||||
Customer relationships | $ | 1,270 | 20 years | |||
Databases | 495 | 10 years | ||||
Backlog | 122 | 2 years | ||||
| | | | | | |
Total intangible assets | $ | 1,887 | ||||
| | | | | | |
| | | | | | |
NET_INCOME_PER_COMMON_SHARE_Ta
NET INCOME PER COMMON SHARE (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
NET INCOME PER COMMON SHARE | |||||||||||
Schedule of computation of basic and diluted earnings per share | |||||||||||
2014 | 2013 | 2012 | |||||||||
Basic: | |||||||||||
Net income attributable to ISG | $ | 6,178 | $ | 4,776 | $ | 603 | |||||
Weighted average common shares | 37,086 | 36,810 | 36,205 | ||||||||
Earnings per share attributable to ISG | $ | 0.17 | $ | 0.13 | $ | 0.02 | |||||
| | | | | | | | | | | |
Diluted: | |||||||||||
Net income attributable to ISG | $ | 6,178 | $ | 4,776 | $ | 603 | |||||
Interest expense of convertible debt, net of tax | 80 | 108 | 46 | ||||||||
| | | | | | | | | | | |
Net income, attributable to ISG, as adjusted | $ | 6,258 | $ | 4,884 | $ | 649 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Basic weighted average common shares | 37,086 | 36,810 | 36,205 | ||||||||
Potential common shares | 1,607 | 1,877 | 1,421 | ||||||||
| | | | | | | | | | | |
Diluted weighted average common shares | 38,693 | 38,687 | 37,626 | ||||||||
Diluted earnings per share attributable to ISG | $ | 0.16 | $ | 0.13 | $ | 0.02 | |||||
| | | | | | | | | | | |
ACCOUNTS_AND_UNBILLED_RECEIVAB1
ACCOUNTS AND UNBILLED RECEIVABLES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
ACCOUNTS AND UNBILLED RECEIVABLES | ||||||||
Schedule of accounts and unbilled receivables, net of valuation allowance | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Accounts receivable | $ | 29,000 | $ | 27,011 | ||||
Unbilled receivables | 12,014 | 11,471 | ||||||
Receivables from related parties | 134 | 206 | ||||||
| | | | | | | | |
$ | 41,148 | $ | 38,688 | |||||
| | | | | | | | |
| | | | | | | | |
FURNITURE_FIXTURES_AND_EQUIPME1
FURNITURE, FIXTURES AND EQUIPMENT (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
FURNITURE, FIXTURES AND EQUIPMENT | ||||||||||
Schedule of furniture, fixtures and equipment | ||||||||||
December 31, | ||||||||||
Estimated | ||||||||||
Useful Lives | 2014 | 2013 | ||||||||
Computer hardware, software and other office equipment | 2 to 5 years | $ | 3,715 | $ | 2,747 | |||||
Furniture, fixtures and leasehold improvements | 2 to 5 years | 1,240 | 995 | |||||||
Internal-use software and development costs | 3 to 5 years | 4,666 | 4,046 | |||||||
Accumulated depreciation | (6,143 | ) | (4,575 | ) | ||||||
| | | | | | | | | | |
$ | 3,478 | $ | 3,213 | |||||||
| | | | | | | | | | |
| | | | | | | | | | |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
INTANGIBLE ASSETS | |||||||||||||||||
Schedule of carrying amount of intangible assets, net of accumulated amortization and impairment charges | |||||||||||||||||
2014 | |||||||||||||||||
Gross | Acquisitions | Accumulated | Currency | Net Book | |||||||||||||
Carrying | Amortization | impact | Value | ||||||||||||||
Amount | |||||||||||||||||
Amortizable intangibles: | |||||||||||||||||
Customer relationships | $ | 52,140 | $ | 1,326 | $ | (37,091 | ) | $ | (108 | ) | $ | 16,267 | |||||
Noncompete agreements | 5,665 | — | (5,633 | ) | — | 32 | |||||||||||
Software | 1,500 | 83 | (1,502 | ) | (18 | ) | 63 | ||||||||||
Backlog | 4,880 | 122 | (4,971 | ) | (14 | ) | 17 | ||||||||||
Databases | 4,949 | 495 | (4,111 | ) | (62 | ) | 1,271 | ||||||||||
Trademark and trade names | 1,250 | — | (565 | ) | — | 685 | |||||||||||
| | | | | | | | | | | | | | | | | |
Intangibles | $ | 70,384 | $ | 2,026 | $ | (53,873 | ) | $ | (202 | ) | $ | 18,335 | |||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
2013 | |||||||||||||||||
Gross | Accumulated | Net Book | |||||||||||||||
Carrying | Amortization | Value | |||||||||||||||
Amount | |||||||||||||||||
Amortizable intangibles: | |||||||||||||||||
Customer relationships | $ | 52,140 | $ | (32,104 | ) | $ | 20,036 | ||||||||||
Noncompete agreements | 5,665 | (5,603 | ) | 62 | |||||||||||||
Software | 1,500 | (1,500 | ) | — | |||||||||||||
Backlog | 4,880 | (4,880 | ) | — | |||||||||||||
Databases | 4,949 | (3,817 | ) | 1,132 | |||||||||||||
Trademark and trade names | 1,250 | (387 | ) | 863 | |||||||||||||
| | | | | | | | | | | |||||||
Intangibles | $ | 70,384 | $ | (48,291 | ) | $ | 22,093 | ||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
Schedule of estimated future amortization expense | |||||||||||||||||
2015 | $ | 5,041 | |||||||||||||||
2016 | 4,736 | ||||||||||||||||
2017 | 4,353 | ||||||||||||||||
2018 | 1,171 | ||||||||||||||||
2019 | 960 | ||||||||||||||||
Thereafter | 1,197 | ||||||||||||||||
| | | | | |||||||||||||
$ | 17,458 | ||||||||||||||||
| | | | | |||||||||||||
| | | | | |||||||||||||
GOODWILL_Tables
GOODWILL (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
GOODWILL | ||||||||
Schedule of changes in the carrying amount of goodwill | ||||||||
2014 | 2013 | |||||||
Balance as of January 1 | ||||||||
Goodwill | $ | 164,959 | $ | 164,959 | ||||
Accumulated impairment losses | (130,268 | ) | (130,268 | ) | ||||
| | | | | | | | |
34,691 | 34,691 | |||||||
Acquisitions | 1,947 | |||||||
— | ||||||||
Foreign currency impact | (238 | ) | — | |||||
| | | | | | | | |
1,709 | — | |||||||
Balance as of December 31 | ||||||||
Goodwill | 166,906 | 164,959 | ||||||
Foreign currency impact | (238 | ) | — | |||||
Accumulated impairment losses | (130,268 | ) | (130,268 | ) | ||||
| | | | | | | | |
$ | 36,400 | $ | 34,691 | |||||
| | | | | | | | |
| | | | | | | | |
REDEEMABLE_NONCONTROLING_INTER
REDEEMABLE NONCONTROLING INTEREST (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
REDEEMABLE NONCONTROLLING INTEREST | |||||
Schedules of summary of activity in the noncontrolling interest | |||||
2014 | |||||
Balance as of January 1, 2014 | $ | — | |||
Noncontrolling interest of CTP and Compass Italy | 576 | ||||
Net income attributable to noncontrolling interest | 126 | ||||
Accretion attributable to noncontrolling interest | 45 | ||||
| | | | | |
Balance as of December 31, 2014 | $ | 747 | |||
| | | | | |
| | | | | |
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
ACCRUED LIABILITIES | ||||||||
Schedule of components of accrued liabilities | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Accrued payroll and vacation | $ | 4,307 | $ | 10,406 | ||||
Accrued corporate and payroll related taxes | 3,928 | 4,770 | ||||||
Dividend payable | 5,128 | — | ||||||
Contingent consideration—current | 2,364 | 1,640 | ||||||
Other | 5,389 | 4,373 | ||||||
| | | | | | | | |
$ | 21,116 | $ | 21,189 | |||||
| | | | | | | | |
| | | | | | | | |
FINANCING_ARRANGEMENTS_AND_LON1
FINANCING ARRANGEMENTS AND LONG-TERM DEBT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | ||||||||
Schedule of long-term debt | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Senior secured credit facility | $ | 49,938 | $ | 53,312 | ||||
Compass convertible notes | 3,434 | 3,434 | ||||||
| | | | | | | | |
53,372 | 56,746 | |||||||
Less current installments on long term debt | 3,938 | 3,375 | ||||||
| | | | | | | | |
Long-term debt | $ | 49,434 | $ | 53,371 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of aggregate annual maturities of debt obligations by calendar year | ||||||||
Debt | ||||||||
2015 | $ | 3,938 | ||||||
2016 | 4,500 | |||||||
2017 | 4,500 | |||||||
2018 | 40,434 | |||||||
| | | | | ||||
$ | 53,372 | |||||||
| | | | | ||||
| | | | | ||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Schedule of aggregate future minimum payments under noncancelable leases | |||||
Operating | |||||
Leases | |||||
2015 | $ | 2,343 | |||
2016 | 1,778 | ||||
2017 | 1,125 | ||||
2018 | 536 | ||||
2019 | 253 | ||||
Thereafter | 423 | ||||
| | | | | |
Total minimum lease payments | $ | 6,458 | |||
| | | | | |
| | | | | |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
INCOME TAXES | |||||||||||
Schedule of the components of income (loss) before income taxes | |||||||||||
Years Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Domestic | $ | 5,208 | $ | 3,913 | $ | 2,104 | |||||
Foreign | 5,260 | 5,130 | 1,136 | ||||||||
| | | | | | | | | | | |
Total income before income taxes | $ | 10,468 | $ | 9,043 | $ | 3,240 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of the components of income tax (benefit) provision | |||||||||||
Years Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Current: | |||||||||||
Federal | $ | 3,535 | $ | 3,917 | $ | 3,330 | |||||
State | 478 | 339 | 862 | ||||||||
Foreign | 1,940 | 1,825 | 1,088 | ||||||||
| | | | | | | | | | | |
Total current provision | 5,953 | 6,081 | 5,280 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Deferred: | |||||||||||
Federal | (1,477 | ) | (1,609 | ) | (1,824 | ) | |||||
State | (102 | ) | (86 | ) | (503 | ) | |||||
Foreign | (210 | ) | (119 | ) | (316 | ) | |||||
| | | | | | | | | | | |
Total deferred benefit | (1,789 | ) | (1,814 | ) | (2,643 | ) | |||||
| | | | | | | | | | | |
Total | $ | 4,164 | $ | 4,267 | $ | 2,637 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of the differences between the effective tax rates reflected in the total provision for income taxes and the U.S. federal statutory rate of 35% | |||||||||||
Years Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Tax provision (benefit) computed at 35% | $ | 3,664 | $ | 3,165 | $ | 1,134 | |||||
Nondeductible expenses | 406 | 541 | 158 | ||||||||
State income taxes, net of federal benefit | 258 | 145 | 94 | ||||||||
Derecognition of stock compensation deferred tax asset | — | — | 451 | ||||||||
Tax impact of foreign operations | (138 | ) | 518 | 784 | |||||||
Other | (26 | ) | (102 | ) | 16 | ||||||
| | | | | | | | | | | |
Income tax provision | $ | 4,164 | $ | 4,267 | $ | 2,637 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Effective income tax rates | 39.8 | % | 47.2 | % | 81.4 | % | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of significant portions of the deferred tax assets and liabilities due to the tax effects of temporary differences | |||||||||||
December 31, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Current deferred tax asset | |||||||||||
Compensation related expenses | $ | 1,266 | $ | 456 | |||||||
Valuation allowance for deferred tax assets | (461 | ) | (432 | ) | |||||||
Accruals and reserves | 639 | 1,058 | |||||||||
| | | | | | | | ||||
Total current deferred tax asset | 1,444 | 1,082 | |||||||||
| | | | | | | | ||||
Current deferred tax liability | |||||||||||
Prepaids | (306 | ) | (257 | ) | |||||||
| | | | | | | | ||||
Total current deferred tax liability | (306 | ) | (257 | ) | |||||||
| | | | | | | | ||||
Net current deferred tax asset | $ | 1,138 | $ | 825 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Noncurrent deferred tax asset | |||||||||||
Compensation related expenses | $ | 907 | $ | 1,006 | |||||||
Foreign currency translation | 2,629 | 1,500 | |||||||||
Foreign tax credit carryovers | 1,861 | 1,739 | |||||||||
Foreign net operating loss carryovers | 4,442 | 5,102 | |||||||||
U.S. net operating loss carryovers | 368 | 368 | |||||||||
Other | 392 | 333 | |||||||||
Valuation allowance for deferred tax assets | (5,233 | ) | (5,862 | ) | |||||||
| | | | | | | | ||||
Total noncurrent deferred tax asset | 5,366 | 4,186 | |||||||||
| | | | | | | | ||||
Noncurrent deferred tax liability | |||||||||||
Depreciable assets | (165 | ) | (239 | ) | |||||||
Intangible assets | (3,388 | ) | (5,158 | ) | |||||||
Investment in foreign subsidiaries | (1,182 | ) | (1,221 | ) | |||||||
| | | | | | | | ||||
Total noncurrent deferred tax liability | (4,735 | ) | (6,618 | ) | |||||||
| | | | | | | | ||||
Net noncurrent deferred tax asset (liability) | 631 | (2,432 | ) | ||||||||
| | | | | | | | ||||
Net deferred tax asset (liability) | $ | 1,769 | $ | (1,607 | ) | ||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance, beginning of year | $ | 2,288 | $ | 2,470 | $ | 2,087 | |||||
Reductions as a result of tax positions taken during a prior period | — | (139 | ) | — | |||||||
Additions as a result of tax positions taken during the current period | 146 | 110 | 383 | ||||||||
Reductions as a result of settlement with tax authorities | — | (139 | ) | — | |||||||
Reductions as a result of lapse of statute | (242 | ) | (14 | ) | — | ||||||
| | | | | | | | | | | |
Balance, end of year | $ | 2,192 | $ | 2,288 | $ | 2,470 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
STOCK_BASED_COMPENSATION_PLANS1
STOCK BASED COMPENSATION PLANS (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
STOCK BASED COMPENSATION | ||||||||||||||
Summary of the status of the Company's SARs issued under its Incentive Plan | ||||||||||||||
SARs | Weighted-Average | Weighted-Average | Aggregate | |||||||||||
Exercise Price | Remaining | Intrinsic | ||||||||||||
Contractual | Value | |||||||||||||
Life | ||||||||||||||
(in years) | ||||||||||||||
Outstanding at December 31, 2011 | 396 | $ | 5.04 | 6.5 | $ | — | ||||||||
Granted | — | $ | — | |||||||||||
Exercised | — | $ | — | |||||||||||
Forfeited | (131 | ) | $ | 5.29 | ||||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2012 | 265 | $ | 4.92 | 5.5 | $ | — | ||||||||
Granted | — | $ | — | |||||||||||
Exercised | (45 | ) | $ | 3.18 | $ | 45 | ||||||||
Forfeited | (88 | ) | $ | 5.27 | ||||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2013 | 132 | $ | 5.28 | 4.4 | $ | 67 | ||||||||
Granted | — | $ | — | |||||||||||
Exercised | (13 | ) | $ | 3.18 | $ | 22 | ||||||||
Forfeited | (13 | ) | $ | 3.18 | $ | 22 | ||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2014 | 106 | $ | 5.78 | 3.3 | $ | 39 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Vested and expected to vest at December 31, 2014 | 106 | $ | 5.78 | 3.3 | $ | 39 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Exercisable at December 31, 2014 | 106 | $ | 5.78 | 3.3 | $ | 39 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of assumptions used for computing weighted-average grant date fair value per market-based share of awards granted | ||||||||||||||
Expected term of award | 4 years | |||||||||||||
Risk-free interest rate | 1.10 | % | ||||||||||||
Expected volatility | 50 | % | ||||||||||||
Summary of the status of the Company's RSUs issued under its Incentive Plan | ||||||||||||||
RSU | Weighted-Average | |||||||||||||
Grant Date | ||||||||||||||
Fair Value | ||||||||||||||
Non-vested at December 31, 2011 | 2,658 | $ | 2.26 | |||||||||||
Granted | 1,057 | $ | 1.21 | |||||||||||
Vested | (1,033 | ) | $ | 2.49 | ||||||||||
Forfeited | (334 | ) | $ | 2.12 | ||||||||||
| | | | | | | | |||||||
Non-vested at December 31, 2012 | 2,348 | $ | 1.71 | |||||||||||
Granted | 1,578 | $ | 2.31 | |||||||||||
Vested | (2,045 | ) | $ | 1.85 | ||||||||||
Forfeited | (254 | ) | $ | 1.68 | ||||||||||
| | | | | | | | |||||||
Non-vested at December 31, 2013 | 1,627 | $ | 2.13 | |||||||||||
Granted | 1,729 | $ | 4.56 | |||||||||||
Vested | (689 | ) | $ | 2.03 | ||||||||||
Forfeited | (31 | ) | $ | 3.23 | ||||||||||
| | | | | | | | |||||||
Non-vested at December 31, 2014 | 2,636 | $ | 3.73 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
SEGMENT_AND_GEOGRAPHICAL_INFOR1
SEGMENT AND GEOGRAPHICAL INFORMATION (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
SEGMENT AND GEOGRAPHICAL INFORMATION | |||||||||||
Schedule of geographical revenue information for the segment | |||||||||||
Years Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Revenues | |||||||||||
Americas(1) | $ | 105,915 | $ | 114,603 | $ | 104,925 | |||||
Europe(2) | 84,107 | 75,127 | 62,671 | ||||||||
Asia Pacific(3) | 19,595 | 21,252 | 25,149 | ||||||||
| | | | | | | | | | | |
$ | 209,617 | $ | 210,982 | $ | 192,745 | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Identifiable long-lived assets | |||||||||||
Americas | $ | 2,131 | $ | 2,064 | $ | 1,893 | |||||
Europe | 1,130 | 912 | 931 | ||||||||
Asia Pacific | 217 | 237 | 250 | ||||||||
| | | | | | | | | | | |
$ | 3,478 | $ | 3,213 | $ | 3,074 | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | Substantially all relates to operations in the United States. | ||||||||||
-2 | Includes revenues from operations in Germany of $31.8 million, $30.1 million and $28.3 million in 2014, 2013 and 2012, respectively. Includes revenues from operations in the United Kingdom of $19.9 million, $19.9 million and $14.1 million in 2014, 2013 and 2012, respectively. | ||||||||||
-3 | Includes revenues from operations in Australia of $14.3 million, $16.1 million and $18.0 million in 2014, 2013 and 2012, respectively. | ||||||||||
UNAUDITED_QUARTERLY_INFORMATIO1
UNAUDITED QUARTERLY INFORMATION (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
UNAUDITED QUARTERLY INFORMATION | ||||||||||||||
Schedule of unaudited quarterly information | ||||||||||||||
Quarters Ended | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||
2014 | 2014 | 2014 | 2014 | |||||||||||
Fiscal 2014: | ||||||||||||||
Net sales | $ | 48,241 | $ | 54,888 | $ | 53,258 | $ | 53,230 | ||||||
Gross profit | $ | 18,429 | $ | 23,391 | $ | 21,771 | $ | 21,894 | ||||||
Operating income | $ | 1,036 | $ | 4,524 | $ | 3,772 | $ | 3,346 | ||||||
Other expense, net | $ | (530 | ) | $ | (374 | ) | $ | (574 | ) | $ | (732 | ) | ||
Income from operations | $ | 506 | $ | 4,150 | $ | 3,198 | $ | 2,614 | ||||||
Net income attributable to ISG | $ | 63 | $ | 3,105 | $ | 2,353 | $ | 657 | ||||||
Basic earnings per share attributable to ISG | 0 | 0.08 | 0.06 | 0.02 | ||||||||||
$ | $ | $ | $ | |||||||||||
Diluted earnings per share attributable to ISG | $ | 0 | $ | 0.08 | $ | 0.06 | $ | 0.02 | ||||||
Basic weighted average common shares attributable to ISG | 37,383 | 37,220 | 37,039 | 36,702 | ||||||||||
Diluted weighted average common shares attributable to ISG | 38,861 | 38,837 | 38,740 | 38,333 | ||||||||||
Quarters Ended | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||
2013 | 2013 | 2013 | 2013 | |||||||||||
Fiscal 2013: | ||||||||||||||
Net sales | $ | 50,588 | $ | 55,583 | $ | 51,371 | $ | 53,440 | ||||||
Gross profit | $ | 20,556 | $ | 23,881 | $ | 20,638 | $ | 21,922 | ||||||
Operating income | $ | 2,610 | $ | 4,307 | $ | 1,797 | $ | 2,987 | ||||||
Other expense, net | $ | (674 | ) | $ | (672 | ) | $ | (686 | ) | $ | (626 | ) | ||
Income from operations | $ | 1,936 | $ | 3,635 | $ | 1,111 | $ | 2,361 | ||||||
Net income | $ | 969 | $ | 2,439 | $ | 411 | $ | 957 | ||||||
Basic earnings per share | 0.03 | 0.07 | 0.01 | 0.03 | ||||||||||
$ | $ | $ | $ | |||||||||||
Diluted earnings per share | $ | 0.03 | $ | 0.06 | $ | 0.01 | $ | 0.03 | ||||||
Basic weighted average common shares | 36,632 | 36,756 | 36,781 | 37,071 | ||||||||||
Diluted weighted average common shares | 38,794 | 38,512 | 38,830 | 38,614 | ||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Business Combinations | |||
Bargain purchase gain | $146,000 | ||
Internal-Use Software and Website Development Costs | |||
Capitalized costs associated with system conversion and website development | 600,000 | 700,000 | 600,000 |
Goodwill | |||
Percentage points of control premium added to the stock price as quoted on the Nasdaq Global Market | 35.00% | ||
Revenue growth rates per year under discounted cash flow model (as a percent) | 3.00% | ||
Rate employed to discount future excess cash flows (as a percent) | 13.50% | ||
Debt Issuance Costs | |||
Amortization of debt issuance costs included in interest expense | 153,000 | 214,000 | 350,000 |
Revenue Recognition | |||
Notice period to terminate agreements early due to breach or for convenience | 30 days | ||
Reimbursable Expenditures | |||
Reimbursable expenditures | $9,900,000 | $10,400,000 | $9,700,000 |
Furniture Fixtures And Equipment | Minimum | |||
Furniture, Fixtures and Equipment, net | |||
Estimated useful life of assets | 3 years | ||
Furniture Fixtures And Equipment | Maximum | |||
Furniture, Fixtures and Equipment, net | |||
Estimated useful life of assets | 5 years | ||
Leasehold Improvements | Minimum | |||
Furniture, Fixtures and Equipment, net | |||
Estimated useful life of assets | 3 years | ||
Leasehold Improvements | Maximum | |||
Furniture, Fixtures and Equipment, net | |||
Estimated useful life of assets | 5 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (Restricted Stock) | 12 Months Ended |
Dec. 31, 2014 | |
Directors | |
Stock-Based Compensation | |
Award vesting period | 3 years |
Employees | |
Stock-Based Compensation | |
Award vesting period | 4 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2014 | Apr. 15, 2014 | |
Fair value of assets and liabilities measured on recurring and non-recurring basis | ||||||
Transfers of financial assets between Level 1 and Level 2 | $0 | |||||
Transfers of financial assets between Level 2 and Level 1 | 0 | |||||
Cash equivalents | 27,662,000 | 35,085,000 | 23,499,000 | 24,469,000 | ||
Contingent consideration, including current portion | 4,825,000 | 4,085,000 | 2,787,000 | |||
Long-term debt, including current portion | 53,372,000 | 56,746,000 | ||||
Increase in contingent consideration | 658,000 | 1,299,000 | -2,000,000 | |||
Change in the contingent consideration liability | ||||||
Beginning Balance | 4,085,000 | 2,787,000 | ||||
Acquisition | 1,989,000 | |||||
Remeasurement of contingent consideration | 632,000 | 1,298,000 | ||||
Unrealized loss related to currency translation | -248,000 | |||||
Payments | -1,633,000 | -2,000,000 | ||||
Ending Balance | 4,825,000 | 4,085,000 | 2,787,000 | |||
Minimum | ||||||
Fair value of assets and liabilities measured on recurring and non-recurring basis | ||||||
Incremental borrowing rate used to discount future cash flows from financial instruments (as a percent) | 2.67% | |||||
Rate used to discount future cash outflow projections related to contingent consideration (as a percent) | 2.30% | |||||
Maximum | ||||||
Fair value of assets and liabilities measured on recurring and non-recurring basis | ||||||
Incremental borrowing rate used to discount future cash flows from financial instruments (as a percent) | 2.76% | |||||
Rate used to discount future cash outflow projections related to contingent consideration (as a percent) | 13.50% | |||||
Salvaggio Teal And Associates | ||||||
Fair value of assets and liabilities measured on recurring and non-recurring basis | ||||||
Amount paid for contingent consideration | 1,600,000 | |||||
Increase in contingent consideration | 500,000 | |||||
CCI Consulting Private Limited | ||||||
Fair value of assets and liabilities measured on recurring and non-recurring basis | ||||||
Contingent consideration, including current portion | 1,900,000 | |||||
Increase in contingent consideration | 100,000 | |||||
Change in the contingent consideration liability | ||||||
Ending Balance | 1,900,000 | |||||
Carrying Amount | ||||||
Fair value of assets and liabilities measured on recurring and non-recurring basis | ||||||
Contingent consideration, including current portion | 4,810,000 | 4,085,000 | ||||
Long-term debt, including current portion | 53,371,000 | 56,746,000 | ||||
Total | 58,181,000 | 60,831,000 | ||||
Change in the contingent consideration liability | ||||||
Ending Balance | 4,810,000 | 4,085,000 | ||||
Estimated Fair Value | ||||||
Fair value of assets and liabilities measured on recurring and non-recurring basis | ||||||
Contingent consideration, including current portion | 4,810,000 | 4,085,000 | ||||
Long-term debt, including current portion | 53,412,000 | 56,762,000 | ||||
Total | 58,222,000 | 60,847,000 | ||||
Change in the contingent consideration liability | ||||||
Ending Balance | 4,810,000 | 4,085,000 | ||||
Estimated Fair Value | Fair Value Inputs Level1 | Money Market Funds | ||||||
Fair value of assets and liabilities measured on recurring and non-recurring basis | ||||||
Cash equivalents | 20,000 | 20,000 | ||||
Estimated Fair Value | Fair Value Inputs Level3 | CCI Consulting Private Limited | ||||||
Fair value of assets and liabilities measured on recurring and non-recurring basis | ||||||
Contingent consideration, including current portion | 2,000,000 | |||||
Change in the contingent consideration liability | ||||||
Beginning Balance | 2,000,000 | |||||
Ending Balance | $2,000,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended |
Dec. 02, 2014 | Dec. 31, 2014 | Jan. 28, 2015 | |
Dividend | |||
Special dividend declared per share | $0.14 | $0.14 | |
Subsequent Event | |||
Dividend | |||
Special dividend paid per share | $0.14 |
ACQUISITIONS_Details
ACQUISITIONS (Details) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 17, 2014 | Dec. 31, 2014 | Mar. 17, 2014 | Mar. 17, 2014 | Mar. 17, 2014 | Mar. 17, 2014 | Mar. 17, 2014 | Mar. 17, 2014 | Mar. 17, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | Dec. 31, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | Mar. 17, 2014 | Mar. 17, 2014 | |
USD ($) | USD ($) | USD ($) | Convergent Technologies Partners SPA | Convergent Technologies Partners SPA | Convergent Technologies Partners SPA | Convergent Technologies Partners SPA | Convergent Technologies Partners SPA | Convergent Technologies Partners SPA | Convergent Technologies Partners SPA | Convergent Technologies Partners SPA | Convergent Technologies Partners SPA | CCI Consulting Pty Ltd | CCI Consulting Pty Ltd | CCI Consulting Pty Ltd | CCI Consulting Pty Ltd | CCI Consulting Pty Ltd | CCI Consulting Pty Ltd | CCI Consulting Pty Ltd | CCI Consulting Pty Ltd | CCI Consulting Pty Ltd | CCI Consulting Pty Ltd | CCI Consulting Pty Ltd | Compass Management Consulting Italy | Compass Management Consulting Italy | |
USD ($) | USD ($) | USD ($) | Compass BV | Compass BV | Customer Relationships | Customer Relationships | Certified Methodology (patent) | Certified Methodology (patent) | USD ($) | AUD | USD ($) | USD ($) | AUD | Customer Relationships | Customer Relationships | Databases | Databases | Backlog | Backlog | Convergent Technologies Partners SPA | Convergent Technologies Partners SPA | ||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||||||
item | |||||||||||||||||||||||||
Business Acquisition | |||||||||||||||||||||||||
Purchase price | $1,000,000 | 1,900,000 | |||||||||||||||||||||||
Percentage of share capital acquired | 51.00% | 100.00% | |||||||||||||||||||||||
Fair value of consideration transferred | |||||||||||||||||||||||||
Cash | 697,000 | 934,000 | 1,000,000 | ||||||||||||||||||||||
Redeemable noncontrolling interest | 501,000 | ||||||||||||||||||||||||
Total fair value transferred | 1,198,000 | 3,904,000 | 300,000 | ||||||||||||||||||||||
Ownership interest held by noncontrolling interest (as a percent) | 49.00% | ||||||||||||||||||||||||
Noncontrolling interest calculated based on ratio of average 2015 and 2016 EBITDA | 4 | ||||||||||||||||||||||||
Post completion installment payment | 800,000 | 900,000 | |||||||||||||||||||||||
Restricted stock | 237,000 | ||||||||||||||||||||||||
Contingent consideration | 4,825,000 | 4,085,000 | 2,787,000 | 1,989,000 | |||||||||||||||||||||
Working capital adjustment | -56,000 | ||||||||||||||||||||||||
Number of shares issued as part of the acquisition | 50,000 | 50,000 | |||||||||||||||||||||||
Per share price of shares issued as part of the acquisition (in dollars per share) | $4.74 | ||||||||||||||||||||||||
Allocation of Purchase Price: | |||||||||||||||||||||||||
Cash | 734,000 | 7,000 | |||||||||||||||||||||||
Accounts receivable | 565,000 | 275,000 | |||||||||||||||||||||||
Other assets | 436,000 | 18,000 | |||||||||||||||||||||||
Goodwill | 36,400,000 | 34,691,000 | 34,691,000 | 1,947,000 | |||||||||||||||||||||
Goodwill acquired in the acquisition is deductible for tax purposes | 1,900,000 | ||||||||||||||||||||||||
Intangible assets | 139,000 | 1,887,000 | |||||||||||||||||||||||
Accounts payable | -65,000 | -27,000 | |||||||||||||||||||||||
Accrued expenses and other | -465,000 | -203,000 | |||||||||||||||||||||||
Net assets acquired | 1,344,000 | 1,957,000 | |||||||||||||||||||||||
Bargain purchase gain | 146,000 | -146,000 | |||||||||||||||||||||||
Acquisition costs are included in the selling, general and administrative expenses | 200,000 | 200,000 | |||||||||||||||||||||||
Amortizable intangible assets: | |||||||||||||||||||||||||
Amortizable intangible assets | 56,000 | 83,000 | 1,270,000 | 495,000 | 122,000 | ||||||||||||||||||||
Asset Life | 10 years | 3 years | 20 years | 10 years | 2 years | ||||||||||||||||||||
Minimum earn-out payments to be paid to the sellers | 0 | ||||||||||||||||||||||||
Maximum earn-out payments to be paid to the sellers | 3,000,000 |
NET_INCOME_PER_COMMON_SHARE_De
NET INCOME PER COMMON SHARE (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Appreciation Rights S A R S | |||
Antidilutive securities | |||
Securities considered antidilutive (in shares) | 100,000 | 100,000 | 300,000 |
Restricted Stock | |||
Antidilutive securities | |||
Securities considered antidilutive (in shares) | 800,000 | 1,200,000 | |
Restricted Stock | Salvaggio Teal And Associates | |||
Antidilutive securities | |||
Shares excluded from basic and diluted earnings per share since the contingency has not been met | 250,000 | ||
Restricted Stock | CCI Consulting Private Limited | |||
Antidilutive securities | |||
Shares excluded from basic and diluted earnings per share since the contingency has not been met | 50,000 |
NET_INCOME_PER_COMMON_SHARE_De1
NET INCOME PER COMMON SHARE (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Basic: | |||||||||||
Net income attributable to ISG | $657 | $2,353 | $3,105 | $63 | $957 | $411 | $2,439 | $969 | $6,178 | $4,776 | $603 |
Weighted average common shares | 36,702 | 37,039 | 37,220 | 37,383 | 37,071 | 36,781 | 36,756 | 36,632 | 37,086 | 36,810 | 36,205 |
Earnings per share attributable to ISG | $0.02 | $0.06 | $0.08 | $0 | $0.03 | $0.01 | $0.07 | $0.03 | $0.17 | $0.13 | $0.02 |
Diluted: | |||||||||||
Net income attributable to ISG | 657 | 2,353 | 3,105 | 63 | 957 | 411 | 2,439 | 969 | 6,178 | 4,776 | 603 |
Interest expense of convertible debt, net of tax | 80 | 108 | 46 | ||||||||
Net income, attributable to ISG, as adjusted | $6,258 | $4,884 | $649 | ||||||||
Basic Weighted Average Common shares | 36,702 | 37,039 | 37,220 | 37,383 | 37,071 | 36,781 | 36,756 | 36,632 | 37,086 | 36,810 | 36,205 |
Potential common shares | 1,607 | 1,877 | 1,421 | ||||||||
Diluted weighted average common shares | 38,333 | 38,740 | 38,837 | 38,861 | 38,614 | 38,830 | 38,512 | 38,794 | 38,693 | 38,687 | 37,626 |
Diluted earnings per share attributable to ISG | $0.02 | $0.06 | $0.08 | $0 | $0.03 | $0.01 | $0.06 | $0.03 | $0.16 | $0.13 | $0.02 |
ACCOUNTS_AND_UNBILLED_RECEIVAB2
ACCOUNTS AND UNBILLED RECEIVABLES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ACCOUNTS AND UNBILLED RECEIVABLES | ||
Accounts receivable | $29,000 | $27,011 |
Unbilled Receivables | 12,014 | 11,471 |
Receivables from related parties | 134 | 206 |
Accounts and unbilled receivables, Total | $41,148 | $38,688 |
FURNITURE_FIXTURES_AND_EQUIPME2
FURNITURE, FIXTURES AND EQUIPMENT (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Furniture, fixtures and equipment | |||
Accumulated depreciation | ($6,143) | ($4,575) | |
Furniture, fixtures and equipment, net | 3,478 | 3,213 | 3,074 |
Depreciation expense | 1,792 | 1,647 | 1,707 |
Computer Hardware Software And Other Office Equipment | |||
Furniture, fixtures and equipment | |||
Furniture, fixture and equipment, gross | 3,715 | 2,747 | |
Computer Hardware Software And Other Office Equipment | Minimum | |||
Furniture, fixtures and equipment | |||
Estimated Useful Lives | 2 years | ||
Computer Hardware Software And Other Office Equipment | Maximum | |||
Furniture, fixtures and equipment | |||
Estimated Useful Lives | 5 years | ||
Furniture Fixtures And Leasehold Improvements | |||
Furniture, fixtures and equipment | |||
Furniture, fixture and equipment, gross | 1,240 | 995 | |
Furniture Fixtures And Leasehold Improvements | Minimum | |||
Furniture, fixtures and equipment | |||
Estimated Useful Lives | 2 years | ||
Furniture Fixtures And Leasehold Improvements | Maximum | |||
Furniture, fixtures and equipment | |||
Estimated Useful Lives | 5 years | ||
Software And Software Development Costs | |||
Furniture, fixtures and equipment | |||
Furniture, fixture and equipment, gross | $4,666 | $4,046 | |
Software And Software Development Costs | Minimum | |||
Furniture, fixtures and equipment | |||
Estimated Useful Lives | 3 years | ||
Software And Software Development Costs | Maximum | |||
Furniture, fixtures and equipment | |||
Estimated Useful Lives | 5 years |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Intangible assets | |||
Gross Carrying Amount | $70,384 | $70,384 | |
Acquisitions | 2,026 | ||
Accumulated Amortization | -53,873 | -48,291 | |
Currency impact | -202 | ||
Net Book Value | 18,335 | 22,093 | |
Amortization expense | 5,581 | 5,827 | 7,150 |
Estimated future amortization expense | |||
2015 | 5,041 | ||
2016 | 4,736 | ||
2017 | 4,353 | ||
2018 | 1,171 | ||
2019 | 960 | ||
Thereafter | 1,197 | ||
Estimated future amortization expense | 17,458 | ||
Customer Relationships | |||
Intangible assets | |||
Gross Carrying Amount | 52,140 | 52,140 | |
Acquisitions | 1,326 | ||
Accumulated Amortization | -37,091 | -32,104 | |
Currency impact | -108 | ||
Net Book Value | 16,267 | 20,036 | |
Noncompete Agreements | |||
Intangible assets | |||
Gross Carrying Amount | 5,665 | 5,665 | |
Accumulated Amortization | -5,633 | -5,603 | |
Net Book Value | 32 | 62 | |
Software | |||
Intangible assets | |||
Gross Carrying Amount | 1,500 | 1,500 | |
Acquisitions | 83 | ||
Accumulated Amortization | -1,502 | -1,500 | |
Currency impact | -18 | ||
Net Book Value | 63 | ||
Backlog | |||
Intangible assets | |||
Gross Carrying Amount | 4,880 | 4,880 | |
Acquisitions | 122 | ||
Accumulated Amortization | -4,971 | -4,880 | |
Currency impact | -14 | ||
Net Book Value | 17 | ||
Databases | |||
Intangible assets | |||
Gross Carrying Amount | 4,949 | 4,949 | |
Acquisitions | 495 | ||
Accumulated Amortization | -4,111 | -3,817 | |
Currency impact | -62 | ||
Net Book Value | 1,271 | 1,132 | |
Trademarks And Trade Names | |||
Intangible assets | |||
Gross Carrying Amount | 1,250 | 1,250 | |
Accumulated Amortization | -565 | -387 | |
Net Book Value | $685 | $863 |
GOODWILL_Details
GOODWILL (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2012 |
Changes in the carrying amount of goodwill | ||
Goodwill balance at the beginning of the period, gross | $164,959 | $164,959 |
Accumulated impairment losses | -130,268 | -130,268 |
Balance as of January 1 | 34,691 | 34,691 |
Acquisitions | 1,947 | |
Foreign currency impact | -238 | |
Changes during the period | 1,709 | |
Goodwill balance at the end of the period, gross | 166,906 | 164,959 |
Foreign currency impact | -238 | |
Accumulated impairment losses | -130,268 | -130,268 |
Balance as of December 31 | $36,400 | $34,691 |
REDEEMABLE_NONCONTROLLING_INTE1
REDEEMABLE NONCONTROLLING INTEREST (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
REDEEMABLE NONCONTROLLING INTEREST | |
Noncontrolling interest of CTP and Compass Italy | $576 |
Net income attributable to noncontrolling interest | 126 |
Accretion attributable to noncontrolling interest | 45 |
Balance at the end of the period | $747 |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ACCRUED LIABILITIES | ||
Accrued payroll and vacation | $4,307 | $10,406 |
Accrued corporate and payroll related taxes | 3,928 | 4,770 |
Dividend payable | 5,128 | |
Contingent consideration - current | 2,364 | 1,640 |
Other | 5,389 | 4,373 |
Accrued liabilities | $21,116 | $21,189 |
SHARE_REPURCHASE_PROGRAM_Detai
SHARE REPURCHASE PROGRAM (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||
Share data in Millions, unless otherwise specified | Nov. 14, 2007 | Oct. 16, 2007 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 6-May-14 |
SHARE REPURCHASE PROGRAM | ||||||
Number of shares of common stock repurchased | 15.9 | |||||
Maximum additional authorized amount under the share repurchase program | $15,000,000 | |||||
Maximum amount authorized under repurchase plan | 20,000,000 | |||||
Amount available under the stock repurchase plan | 18,000,000 | |||||
Share repurchases amount | $5,320,000 | $4,055,000 | $1,513,000 |
FINANCING_ARRANGEMENTS_AND_LON2
FINANCING ARRANGEMENTS AND LONG-TERM DEBT (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 26, 2013 |
In Thousands, unless otherwise specified | |||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||
Long-term debt, total | $53,372 | $56,746 | |
Less current installments on long term debt | 3,938 | 3,375 | |
Long-term debt | 49,434 | 53,371 | |
Aggregate annual maturities of debt obligations | |||
2015 | 3,938 | ||
2016 | 4,500 | ||
2017 | 4,500 | ||
2018 | 40,434 | ||
Long-term debt, total | 53,372 | 56,746 | |
Secured Debt | |||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||
Long-term debt, total | 49,938 | 53,312 | |
Aggregate annual maturities of debt obligations | |||
Long-term debt, total | 49,938 | 53,312 | |
Convertible Notes Payable | C C G H Limited | |||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||
Long-term debt, total | 3,434 | 3,434 | 1,100 |
Aggregate annual maturities of debt obligations | |||
Long-term debt, total | $3,434 | $3,434 | $1,100 |
FINANCING_ARRANGEMENTS_AND_LON3
FINANCING ARRANGEMENTS AND LONG-TERM DEBT (Details 2) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 8 Months Ended | 0 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2014 | Apr. 26, 2013 | Jan. 04, 2011 | Jun. 30, 2013 | 3-May-13 | Dec. 31, 2013 | Nov. 25, 2013 | Nov. 16, 2007 | |
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Additional principal repayment due in 2015 | 3,938,000 | ||||||||
Additional principal repayment due in 2016 | 4,500,000 | ||||||||
Issuance of debt | 55,000,000 | ||||||||
Amount outstanding | 56,746,000 | 53,372,000 | 56,746,000 | ||||||
Secured Debt | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Outstanding borrowings | 39,900,000 | ||||||||
Amount outstanding | 53,312,000 | 49,938,000 | 53,312,000 | ||||||
Secured Debt | Subsidiaries | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Maximum total leverage ratio | 350.00% | ||||||||
Revolving Credit Facility | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Outstanding borrowings | 10,000,000 | ||||||||
Convertible Notes Payable | C C G H Limited | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Amount of gain (loss) recognized | 500,000 | ||||||||
Issuance of debt | 6,300,000 | ||||||||
Rate of interest (as a percent) | 3.88% | ||||||||
Trigger Event condition related to minimum market price of common stock on the Nasdaq Global market (in dollars per share) | $4 | ||||||||
Trigger event condition related to number of consecutive trading days on which market price of common stock exceeds $4 per share on the Nasdaq Global Market | 60 days | ||||||||
Conversion rate | 0.25 | ||||||||
Written notice period after trigger event, that company need to serve for prepayment of all or portion of the outstanding principal amount of the Notes | 30 days | ||||||||
Amount paid in satisfaction of full of all indebtedness owing by the Company under the Note | 650,000 | ||||||||
Amount outstanding | 3,434,000 | 3,434,000 | 1,100,000 | 3,434,000 | |||||
Credit Agreement2007 | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Early termination penalties incurred | 0 | ||||||||
Amount of gain (loss) recognized | -400,000 | ||||||||
Credit Agreement2007 | Secured Debt | Subsidiaries | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Maximum borrowing capacity under senior secured credit facility | 95,000,000 | ||||||||
Outstanding borrowings | 95,000,000 | ||||||||
Credit Agreement2007 | Revolving Credit Facility | Subsidiaries | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Maximum borrowing capacity under senior secured credit facility | 10,000,000 | ||||||||
Credit Agreement2013 | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Outstanding borrowings | 55,000,000 | ||||||||
Term of senior secured credit facility | 5 years | ||||||||
Credit Agreement2013 | Base Rate | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Interest rate basis | Base Rate | ||||||||
Credit Agreement2013 | Prime Rate | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Interest rate basis | prime rate | ||||||||
Credit Agreement2013 | Federal Funds Rate | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Interest rate basis | Federal Funds Rate | ||||||||
Applicable margin (as a percent) | 0.50% | ||||||||
Credit Agreement2013 | Eurodollar | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Interest rate basis | Eurodollar Rate | ||||||||
Applicable margin (as a percent) | 1.00% | ||||||||
Credit Agreement2013 | Secured Debt | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Maximum borrowing capacity under senior secured credit facility | 45,000,000 | ||||||||
Term of senior secured credit facility | 5 years | ||||||||
Percentage of proceeds from asset sales used for mandatory repayments of the debt | 100.00% | ||||||||
Percentage of net proceeds from issuances of debt and equity used for mandatory repayments of the debt | 100.00% | ||||||||
Percentage of net proceeds from insurance recovery and condemnation events used for mandatory repayments of the debt | 100.00% | ||||||||
Minimum notional amount required as a percentage of aggregate outstanding indebtedness other than revolving outstanding for establishment of fixed or maximum interest rate covering | 50.00% | ||||||||
Interest rate covering period for specified percentage of notional amount | 3 years | ||||||||
Credit Agreement2013 | Secured Debt | Debt Instrument Periodic Payment By Commencing Date30 September2013 | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Numbers of consecutive quarterly installments in which principal amount is repaid | 8 | ||||||||
Principal repayments | 843,750 | ||||||||
Credit Agreement2013 | Secured Debt | Debt Instrument Periodic Payment By Commencing Date30 September2015 | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Numbers of consecutive quarterly installments in which principal amount is repaid | 11 | ||||||||
Principal repayments | 1,125,000 | ||||||||
Credit Agreement2013 | Secured Debt | Base Rate | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Interest rate basis | Base Rate loans | ||||||||
Applicable margin (as a percent) | 2.50% | ||||||||
Credit Agreement2013 | Secured Debt | Eurodollar | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Interest rate basis | Eurodollar loans | ||||||||
Applicable margin (as a percent) | 3.50% | ||||||||
Credit Agreement2013 | Secured Debt | London Interbank Offered Rate L I B O R | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Interest rate basis | LIBOR | ||||||||
Applicable margin (as a percent) | 5.00% | ||||||||
Credit Agreement2013 | Revolving Credit Facility | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Maximum borrowing capacity under senior secured credit facility | 25,000,000 | ||||||||
Term of senior secured credit facility | 5 years | ||||||||
Credit Agreement2013 | Revolving Credit Facility | Base Rate | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Interest rate basis | Base Rate loans | ||||||||
Applicable margin (as a percent) | 2.50% | ||||||||
Credit Agreement2013 | Revolving Credit Facility | Eurodollar | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Interest rate basis | Eurodollar loans | ||||||||
Applicable margin (as a percent) | 3.50% | ||||||||
Credit Agreement2013 | Convertible Notes Payable | C C G H Limited | |||||||||
FINANCING ARRANGEMENTS AND LONG-TERM DEBT | |||||||||
Amount of gain (loss) recognized | 0 | ||||||||
Settlement of Compass convertible note | $1,700,000 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Aggregate future minimum payments under noncancelable leases | |||
2015 | $2,343,000 | ||
2016 | 1,778,000 | ||
2017 | 1,125,000 | ||
2018 | 536,000 | ||
2019 | 253,000 | ||
Thereafter | 423,000 | ||
Total minimum lease payments | 6,458,000 | ||
Rental expense for operating leases | 3,600,000 | 3,200,000 | 3,000,000 |
T P I Advisory Services Americas Inc | |||
TPI Employee Retirement Plan | |||
Period of service after which employees are generally eligible to participate in the Plan | 6 months | ||
Vesting percentage of employees under profit-sharing plan | 100.00% | ||
Contribution under profit-sharing plan | 1,600,000 | 1,600,000 | 1,600,000 |
T P I Advisory Services Americas Inc | Effective January 1, 2008 | |||
TPI Employee Retirement Plan | |||
Maximum employer contribution per eligible employee (as a percent) | 3.00% | ||
Maximum employer contribution per eligible employee, amount | $7,800 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details 2) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | |
Contingent Consideration | ||||
Contingent consideration, including current portion | $4,825,000 | $4,085,000 | $2,787,000 | |
Increase in contingent consideration | 658,000 | 1,299,000 | -2,000,000 | |
Salvaggio Teal And Associates | ||||
Contingent Consideration | ||||
Increase in contingent consideration | 500,000 | |||
Amount paid for contingent consideration | 1,600,000 | |||
Salvaggio Teal And Associates | Forecast | ||||
Contingent Consideration | ||||
Amount expected to be paid in first quarter of 2015 and the first quarter of 2016 related to 2014 performance | 1,700,000 | |||
CCI Consulting Private Limited | ||||
Contingent Consideration | ||||
Contingent consideration, including current portion | 1,900,000 | |||
Contingent consideration classified as current | 700,000 | |||
Increase in contingent consideration | $100,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
RELATED PARTY TRANSACTIONS | ||
Receivables from related parties, including shareholders | $134 | $206 |
Payable to related parties | $0 | $0 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income before income taxes | |||||||||||
Domestic | $5,208,000 | $3,913,000 | $2,104,000 | ||||||||
Foreign | 5,260,000 | 5,130,000 | 1,136,000 | ||||||||
Income before taxes | 2,614,000 | 3,198,000 | 4,150,000 | 506,000 | 2,361,000 | 1,111,000 | 3,635,000 | 1,936,000 | 10,468,000 | 9,043,000 | 3,240,000 |
Current: | |||||||||||
Federal | 3,535,000 | 3,917,000 | 3,330,000 | ||||||||
State | 478,000 | 339,000 | 862,000 | ||||||||
Foreign | 1,940,000 | 1,825,000 | 1,088,000 | ||||||||
Total current provision | 5,953,000 | 6,081,000 | 5,280,000 | ||||||||
Deferred: | |||||||||||
Federal | -1,477,000 | -1,609,000 | -1,824,000 | ||||||||
State | -102,000 | -86,000 | -503,000 | ||||||||
Foreign | -210,000 | -119,000 | -316,000 | ||||||||
Total deferred benefit | -1,789,000 | -1,814,000 | -2,643,000 | ||||||||
Total | 4,164,000 | 4,267,000 | 2,637,000 | ||||||||
U.S. federal statutory income tax rate (as a percent) | 35.00% | 35.00% | 35.00% | ||||||||
Differences between the effective tax rates reflected in the total provision for income taxes and the U.S. federal statutory rate | |||||||||||
Tax provision (benefit) computed at 35% | 3,664,000 | 3,165,000 | 1,134,000 | ||||||||
Nondeductible expenses | 406,000 | 541,000 | 158,000 | ||||||||
State income taxes, net of federal benefit | 258,000 | 145,000 | 94,000 | ||||||||
Derecognition of stock compensation deferred tax asset | 451,000 | ||||||||||
Tax impact of foreign operations | -138,000 | 518,000 | 784,000 | ||||||||
Other | -26,000 | -102,000 | 16,000 | ||||||||
Total | 4,164,000 | 4,267,000 | 2,637,000 | ||||||||
Effective income tax rates (as a percent) | 39.80% | 47.20% | 81.40% | ||||||||
Current deferred tax asset | |||||||||||
Compensation related expenses | 1,266,000 | 456,000 | 1,266,000 | 456,000 | |||||||
Valuation allowance for deferred tax assets | -461,000 | -432,000 | -461,000 | -432,000 | |||||||
Accruals and reserves | 639,000 | 1,058,000 | 639,000 | 1,058,000 | |||||||
Total current deferred tax asset | 1,444,000 | 1,082,000 | 1,444,000 | 1,082,000 | |||||||
Current deferred tax liability | |||||||||||
Prepaids | -306,000 | -257,000 | -306,000 | -257,000 | |||||||
Total current deferred tax liability | -306,000 | -257,000 | -306,000 | -257,000 | |||||||
Net current deferred tax asset | 1,138,000 | 825,000 | 1,138,000 | 825,000 | |||||||
Noncurrent deferred tax asset | |||||||||||
Compensation related expenses | 907,000 | 1,006,000 | 907,000 | 1,006,000 | |||||||
Foreign currency translation | 2,629,000 | 1,500,000 | 2,629,000 | 1,500,000 | |||||||
Foreign tax credit carryovers | 1,861,000 | 1,739,000 | 1,861,000 | 1,739,000 | |||||||
Foreign net operating loss carryovers | 4,442,000 | 5,102,000 | 4,442,000 | 5,102,000 | |||||||
U.S. net operating loss carryovers | 368,000 | 368,000 | 368,000 | 368,000 | |||||||
Other | 392,000 | 333,000 | 392,000 | 333,000 | |||||||
Valuation allowance for deferred tax assets | -5,233,000 | -5,862,000 | -5,233,000 | -5,862,000 | |||||||
Total noncurrent deferred tax asset | 5,366,000 | 4,186,000 | 5,366,000 | 4,186,000 | |||||||
Noncurrent deferred tax liability | |||||||||||
Depreciable assets | -165,000 | -239,000 | -165,000 | -239,000 | |||||||
Intangible assets | -3,388,000 | -5,158,000 | -3,388,000 | -5,158,000 | |||||||
Investment in foreign subsidiaries | -1,182,000 | -1,221,000 | -1,182,000 | -1,221,000 | |||||||
Total noncurrent deferred tax liability | -4,735,000 | -6,618,000 | -4,735,000 | -6,618,000 | |||||||
Net noncurrent deferred tax asset (liability) | 631,000 | -2,432,000 | 631,000 | -2,432,000 | |||||||
Net deferred tax asset (liability) | 1,769,000 | -1,607,000 | 1,769,000 | -1,607,000 | |||||||
Reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period | |||||||||||
Balance, beginning of year | 2,288,000 | 2,470,000 | 2,288,000 | 2,470,000 | 2,087,000 | ||||||
Reductions as a result of tax positions taken during a prior period | -139,000 | ||||||||||
Additions as a result of tax positions taken during the current period | 146,000 | 110,000 | 383,000 | ||||||||
Reductions as a result of settlement with tax authorities | -139,000 | ||||||||||
Reductions as a result of lapse of statute | -242,000 | -14,000 | |||||||||
Balance, end of year | 2,192,000 | 2,288,000 | 2,192,000 | 2,288,000 | 2,470,000 | ||||||
State income tax expense recognized of interest and penalties related to uncertain tax positions | 500,000 | ||||||||||
Unrecognized tax benefits that would impact the company's effective tax rate | 2,200,000 | 2,200,000 | |||||||||
Indemnification arrangements | $800,000 |
STOCKBASED_COMPENSATION_PLANS_
STOCK-BASED COMPENSATION PLANS (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 01, 2013 | Jul. 01, 2013 | |
STOCK-BASED COMPENSATION PLANS | ||||||
Recognized employee stock-based compensation expense | $3,100,000 | $3,400,000 | $2,800,000 | |||
Equity Incentive Plan2007 | ||||||
STOCK-BASED COMPENSATION PLANS | ||||||
Shares available for grant | 4,613,444 | |||||
Weighted-Average Grant Date Fair Value | ||||||
Total fair value RSUs vested (in dollars) | 1,400,000 | 3,800,000 | 2,600,000 | |||
Equity Incentive Plan2007 | Maximum | ||||||
STOCK-BASED COMPENSATION PLANS | ||||||
Anniversary period from the grant date on which the award will expire | 10 years | |||||
Equity Incentive Plan2007 | Stock Appreciation Rights S A R S | ||||||
STOCK-BASED COMPENSATION PLANS | ||||||
Number of anniversaries | 4 | |||||
Anniversary period from the grant date on which the award will expire | 10 years | |||||
Period following the employee's termination of services as a result of death or permanent disability after which the award will expire | 1 year | |||||
Period following fourth anniversary from the grant date after which the award will expire | 90 days | |||||
Period following the participant's termination of employment due to reasons other than death, disability or retirement after which the award will expire | 30 days | |||||
SARs | ||||||
Outstanding at the beginning of the period (in shares) | 132,000 | 265,000 | 396,000 | |||
Exercised (in shares) | -13,000 | -45,000 | ||||
Forfeited (in shares) | -13,000 | -88,000 | -131,000 | |||
Outstanding at the end of the period (in shares) | 106,000 | 132,000 | 265,000 | 396,000 | ||
Vested and expected to vest at the end of the period (in shares) | 106,000 | |||||
Exercisable at the end of the period (in shares) | 106,000 | |||||
Weighted-Average Exercise Price | ||||||
Outstanding at the beginning of the period (in dollars per share) | $5.28 | $4.92 | $5.04 | |||
Exercised (in dollars per share) | $3.18 | $3.18 | ||||
Forfeited (in dollars per share) | $3.18 | $5.27 | $5.29 | |||
Outstanding at the end of the period (in dollars per share) | $5.78 | $5.28 | $4.92 | $5.04 | ||
Vested and expected to vest at the end of the period (in dollars per share) | $5.78 | |||||
Exercisable at the end of the period (in dollars per share) | $5.78 | |||||
Weighted-Average Remaining Contractual Life | ||||||
Outstanding at the end of the period | 3 years 3 months 18 days | 4 years 4 months 24 days | 5 years 6 months | 6 years 6 months | ||
Vested and expected to vest at the end of the period | 3 years 3 months 18 days | |||||
Exercisable at the end of the period | 3 years 3 months 18 days | |||||
Aggregate Intrinsic Value | ||||||
Outstanding at the beginning of the period (in dollars) | 67,000 | |||||
Exercised (in dollars) | 22,000 | 45,000 | ||||
Forfeited (in dollars) | 22,000 | |||||
Outstanding at the end of the period (in dollars) | 39,000 | 67,000 | ||||
Vested and expected to vest at the end of the period (in dollars) | 39,000 | |||||
Exercisable at the end of the period (in dollars) | 39,000 | |||||
Total fair value of the awards vested | 0 | 6,000 | 100,000 | |||
Expected life | 5 years | |||||
Assumptions used for computing weighted-average grant date fair value per market-based share of awards granted | ||||||
Expected term of award | 5 years | |||||
Equity Incentive Plan2007 | Stock Appreciation Rights S A R S | Awards Vesting On Four Anniversaries | ||||||
STOCK-BASED COMPENSATION PLANS | ||||||
Award vesting percentage | 25.00% | |||||
Equity Incentive Plan2007 | Restricted Stock Units R S U | ||||||
Aggregate Intrinsic Value | ||||||
Expected life | 4 years | |||||
Assumptions used for computing weighted-average grant date fair value per market-based share of awards granted | ||||||
Expected term of award | 4 years | |||||
Percentage of relevant period has elapsed for prorata vesting of the awards | 50.00% | |||||
RSA and RSU | ||||||
Non-vested at the beginning of the period (in shares) | 1,627,000 | 2,348,000 | 2,658,000 | |||
Granted (in shares) | 1,729,000 | 1,578,000 | 1,057,000 | |||
Vested (in shares) | -689,000 | -2,045,000 | -1,033,000 | |||
Forfeited (in shares) | -31,000 | -254,000 | -334,000 | |||
Non-vested at the end of the period (in shares) | 2,636,000 | 1,627,000 | 2,348,000 | |||
Weighted-Average Grant Date Fair Value | ||||||
Non-vested at the beginning of the period (in dollars per share) | $2.13 | $1.71 | $2.26 | |||
Granted (in dollars per share) | $4.56 | $2.31 | $1.21 | |||
Vested (in dollars per share) | $2.03 | $1.85 | $2.49 | |||
Forfeited (in dollars per share) | $3.23 | $1.68 | $2.12 | |||
Non-vested at the end of the period (in dollars per share) | $3.73 | $2.13 | $1.71 | |||
Unrecognized compensation cost related to the RSUs | 6,100,000 | |||||
Weighted-average period to recognize unrecognized compensation cost | 2 years 9 months 18 days | |||||
Equity Incentive Plan2007 | Restricted Stock Units R S U | Vesting based on performance | ||||||
STOCK-BASED COMPENSATION PLANS | ||||||
Recognized employee stock-based compensation expense | 1,700,000 | |||||
Aggregate Intrinsic Value | ||||||
Expected life | 4 years | |||||
Closing price of RSUs to be met for specific days based on the market condition for the immediate the vesting of awards | $3.50 | |||||
Number of consecutive trading days for which the closing price of RSUs is to be met based on the market condition for the immediate vesting of awards | 3 days | |||||
Percentage of awards vesting immediately based on the market condition | 100.00% | |||||
Assumptions used for computing weighted-average grant date fair value per market-based share of awards granted | ||||||
Expected term of award | 4 years | |||||
Risk-free interest rate (as a percent) | 1.10% | |||||
Expected volatility (as a percent) | 50.00% | |||||
RSA and RSU | ||||||
Granted (in shares) | 75,000 | 804,000 | ||||
Weighted-Average Grant Date Fair Value | ||||||
Granted (in dollars per share) | $2.72 | $1.90 | ||||
Equity Incentive Plan2007 | Restricted Stock Units R S U | Awards Vesting On Employment Through The Fourth Anniversary Of Grant | ||||||
STOCK-BASED COMPENSATION PLANS | ||||||
Award vesting percentage | 100.00% | |||||
Equity Incentive Plan2007 | Restricted Stock | Awards Vesting On Change In Control | ||||||
STOCK-BASED COMPENSATION PLANS | ||||||
Award vesting percentage | 100.00% | |||||
Employee Stock | ||||||
STOCK-BASED COMPENSATION PLANS | ||||||
Shares available for grant | 1,186,421 | |||||
Weighted-Average Grant Date Fair Value | ||||||
Offering period for the plan | 3 months | |||||
Period of interval between occurrence of purchases | 3 months | |||||
IRS regulated cap for payroll deduction to purchase common stock | $25,000 | |||||
Purchase price expressed as a percentage of fair market value of common stock (as a percent) | 90.00% | |||||
Shares issued under ESPP | 150,095 | |||||
Shares available for purchase under ESPP | 1,186,421 | |||||
Employee Stock | Minimum | ||||||
Weighted-Average Grant Date Fair Value | ||||||
Eligible service period of employees per week to participate in the plan | 20 hours | |||||
Eligible service period of employees in a calendar year to participate in the plan | 5 months | |||||
Percentage of employees' eligible earnings as payroll deduction to purchase common stock | 1.00% | |||||
Employee Stock | Maximum | ||||||
Weighted-Average Grant Date Fair Value | ||||||
Percentage of employees' eligible earnings as payroll deduction to purchase common stock | 10.00% |
SEGMENT_AND_GEOGRAPHICAL_INFOR2
SEGMENT AND GEOGRAPHICAL INFORMATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
segment | |||||||||||
SEGMENT AND GEOGRAPHICAL INFORMATION | |||||||||||
Number of segments | 1 | ||||||||||
Segment and geographical information | |||||||||||
Revenues | $53,230 | $53,258 | $54,888 | $48,241 | $53,440 | $51,371 | $55,583 | $50,588 | $209,617 | $210,982 | $192,745 |
Furniture, fixtures and equipment, net | 3,478 | 3,213 | 3,478 | 3,213 | 3,074 | ||||||
Americas | |||||||||||
Segment and geographical information | |||||||||||
Revenues | 105,915 | 114,603 | 104,925 | ||||||||
Furniture, fixtures and equipment, net | 2,131 | 2,064 | 2,131 | 2,064 | 1,893 | ||||||
Europe | |||||||||||
Segment and geographical information | |||||||||||
Revenues | 84,107 | 75,127 | 62,671 | ||||||||
Furniture, fixtures and equipment, net | 1,130 | 912 | 1,130 | 912 | 931 | ||||||
Asia Pacific | |||||||||||
Segment and geographical information | |||||||||||
Revenues | 19,595 | 21,252 | 25,149 | ||||||||
Furniture, fixtures and equipment, net | 217 | 237 | 217 | 237 | 250 | ||||||
Germany | |||||||||||
Segment and geographical information | |||||||||||
Revenues | 31,800 | 30,100 | 28,300 | ||||||||
United Kingdom | |||||||||||
Segment and geographical information | |||||||||||
Revenues | 19,900 | 19,900 | 14,100 | ||||||||
Australia | |||||||||||
Segment and geographical information | |||||||||||
Revenues | $14,300 | $16,100 | $18,000 |
UNAUDITED_QUARTERLY_INFORMATIO2
UNAUDITED QUARTERLY INFORMATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
UNAUDITED QUARTERLY INFORMATION | |||||||||||
Net Sales | $53,230 | $53,258 | $54,888 | $48,241 | $53,440 | $51,371 | $55,583 | $50,588 | $209,617 | $210,982 | $192,745 |
Gross Profit | 21,894 | 21,771 | 23,391 | 18,429 | 21,922 | 20,638 | 23,881 | 20,556 | |||
Operating income | 3,346 | 3,772 | 4,524 | 1,036 | 2,987 | 1,797 | 4,307 | 2,610 | 12,678 | 11,701 | 6,550 |
Other expense, net | -732 | -574 | -374 | -530 | -626 | -686 | -672 | -674 | |||
Income from operations | 2,614 | 3,198 | 4,150 | 506 | 2,361 | 1,111 | 3,635 | 1,936 | 10,468 | 9,043 | 3,240 |
Net income attributable to ISG | $657 | $2,353 | $3,105 | $63 | $957 | $411 | $2,439 | $969 | $6,178 | $4,776 | $603 |
Earnings per share attributable to ISG | $0.02 | $0.06 | $0.08 | $0 | $0.03 | $0.01 | $0.07 | $0.03 | $0.17 | $0.13 | $0.02 |
Diluted earnings per share attributable to ISG | $0.02 | $0.06 | $0.08 | $0 | $0.03 | $0.01 | $0.06 | $0.03 | $0.16 | $0.13 | $0.02 |
Basic Weighted Average Common shares | 36,702 | 37,039 | 37,220 | 37,383 | 37,071 | 36,781 | 36,756 | 36,632 | 37,086 | 36,810 | 36,205 |
Diluted weighted average common shares | 38,333 | 38,740 | 38,837 | 38,861 | 38,614 | 38,830 | 38,512 | 38,794 | 38,693 | 38,687 | 37,626 |
SCHEDULE_II_VALUATION_AND_QUAL1
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance For Doubtful Accounts | |||
Changes in valuation and qualifying accounts | |||
Balance at Beginning of Period | $352 | $395 | $549 |
Charges to Costs and Expenses | -100 | 49 | 297 |
Additions/(Deductions) | -18 | -92 | -451 |
Balance at End of Period | 234 | 352 | 395 |
Valuation Allowance Of Deferred Tax Assets | |||
Changes in valuation and qualifying accounts | |||
Balance at Beginning of Period | 6,294 | 5,039 | 9,026 |
Charges to Costs and Expenses | 150 | 997 | 784 |
Additions/(Deductions) | -750 | 258 | -4,771 |
Balance at End of Period | $5,694 | $6,294 | $5,039 |