Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 16, 2015 | Jun. 30, 2014 |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | GPX | ||
Entity Common Stock, Shares Outstanding | 17,155,699 | ||
Entity Registrant Name | GP STRATEGIES CORP | ||
Entity Central Index Key | 70415 | ||
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 | $383,251 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $14,541 | $5,647 |
Accounts and other receivables, less allowance for doubtful accounts of $1,947 in 2014 and $1,405 in 2013 | 99,638 | 94,662 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 30,211 | 22,706 |
Deferred tax assets | 3,252 | 2,872 |
Prepaid expenses and other current assets | 12,715 | 10,651 |
Total current assets | 160,357 | 136,538 |
Property, plant and equipment, net | 7,864 | 9,231 |
Goodwill | 125,757 | 116,987 |
Intangible assets, net | 10,535 | 15,129 |
Other assets, net | 939 | 2,271 |
Total assets | 305,452 | 280,156 |
Current liabilities: | ||
Short-term borrowings | 20,799 | 407 |
Current portion of long-term debt | 13,333 | 0 |
Accounts payable and accrued expenses | 59,018 | 55,339 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 23,670 | 22,062 |
Total current liabilities | 116,820 | 77,808 |
Long-term debt | 24,444 | 0 |
Deferred tax liabilities | 8,086 | 7,287 |
Other noncurrent liabilities | 4,377 | 2,034 |
Total liabilities | 153,727 | 87,129 |
Stockholders' equity: | ||
Preferred stock, par value $0.01 per share; Authorized 10,000,000 shares; no shares issued | 0 | 0 |
Common stock, par value $0.01 per share; Authorized 35,000,000 shares; issued 17,161,220 shares in 2014 and 19,175,506 shares in 2013 | 171 | 192 |
Additional paid-in capital | 104,523 | 167,908 |
Retained earnings | 54,809 | 27,711 |
Treasury stock, at cost (12,091 shares in 2014 and 42,534 shares in 2013) | -381 | -1,170 |
Accumulated other comprehensive loss | -7,397 | -1,614 |
Total stockholders’ equity | 151,725 | 193,027 |
Total Liabilities and Stockholders' Equity | $305,452 | $280,156 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts and other receivables, allowance for doubtful accounts (in dollars) | $1,947 | $1,405 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 17,161,220 | 19,175,506 |
Treasury stock, shares | 12,091 | 42,534 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Revenue | $501,867 | $436,689 | $401,572 |
Cost of revenue | 412,292 | 360,424 | 329,601 |
Gross profit | 89,575 | 76,265 | 71,971 |
Selling, general and administrative expenses | 47,108 | 39,589 | 35,500 |
Gain (loss) on change in fair value of contingent consideration, net | 1,392 | 1,676 | -789 |
Operating income | 43,859 | 38,352 | 35,682 |
Interest expense | 833 | 366 | 269 |
Other income (expense) (including interest income of $112 in 2014, $56 in 2013 and $29 in 2012) | -203 | 502 | 389 |
Income before income taxes | 42,823 | 38,488 | 35,802 |
Income tax expense | 15,725 | 14,732 | 13,114 |
Net income | $27,098 | $23,756 | $22,688 |
Basic weighted average shares outstanding (in shares) | 18,641 | 19,103 | 18,956 |
Diluted weighted average shares outstanding (in shares) | 18,887 | 19,362 | 19,275 |
Per common share data: | |||
Basic earnings per share (in dollars per share) | $1.45 | $1.24 | $1.20 |
Diluted earnings per share (in dollars per share) | $1.43 | $1.23 | $1.18 |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Investment income, interest | $112 | $56 | $29 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net income | $27,098 | $23,756 | $22,688 |
Foreign currency translation adjustments | -5,783 | 197 | 1,411 |
Comprehensive income | $21,315 | $23,953 | $24,099 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock (0.01 Par) [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] |
In Thousands, unless otherwise specified | ||||||
Balance at Dec. 31, 2011 | $143,394 | $188 | $165,519 | ($18,733) | ($358) | ($3,222) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 22,688 | 0 | 0 | 22,688 | 0 | 0 |
Foreign currency translation adjustments | 1,411 | 0 | 0 | 0 | 0 | 1,411 |
Repurchases of common stock in the open market | -3,433 | 0 | 0 | 0 | -3,433 | 0 |
Stock-based compensation expense | 1,780 | 0 | 1,780 | 0 | 0 | 0 |
Income tax benefit from stock-based compensation | 2,034 | 0 | 2,034 | 0 | 0 | 0 |
Shares withheld in exchange for tax withholding payments on stock-based compensation | -2,750 | 0 | -2,750 | 0 | 0 | 0 |
Issuance of stock for employer contributions to retirement plan | 1,835 | 0 | 538 | 0 | 1,297 | 0 |
Net issuances of stock pursuant to stock compensation plans and other | 378 | 4 | 374 | 0 | 0 | 0 |
Balance at Dec. 31, 2012 | 167,337 | 192 | 167,495 | 3,955 | -2,494 | -1,811 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 23,756 | 0 | 0 | 23,756 | 0 | 0 |
Foreign currency translation adjustments | 197 | 0 | 0 | 0 | 0 | 197 |
Repurchases of common stock in the open market | -1,747 | 0 | 0 | 0 | -1,747 | 0 |
Stock-based compensation expense | 1,628 | 0 | 1,628 | 0 | 0 | 0 |
Income tax benefit from stock-based compensation | 359 | 0 | 359 | 0 | 0 | 0 |
Shares withheld in exchange for tax withholding payments on stock-based compensation | -623 | 0 | -977 | 0 | 354 | 0 |
Issuance of stock for employer contributions to retirement plan | 2,045 | 0 | 322 | 0 | 1,723 | 0 |
Net issuances of stock pursuant to stock compensation plans and other | 75 | 0 | -919 | 0 | 994 | 0 |
Balance at Dec. 31, 2013 | 193,027 | 192 | 167,908 | 27,711 | -1,170 | -1,614 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 27,098 | 0 | 0 | 27,098 | 0 | 0 |
Foreign currency translation adjustments | -5,783 | 0 | 0 | 0 | 0 | -5,783 |
Repurchases of common stock in the open market | -66,640 | -21 | -62,927 | 0 | -3,692 | 0 |
Stock-based compensation expense | 2,128 | 0 | 2,128 | 0 | 0 | 0 |
Income tax benefit from stock-based compensation | 2,506 | 0 | 2,506 | 0 | 0 | 0 |
Shares withheld in exchange for tax withholding payments on stock-based compensation | -3,407 | 0 | -3,407 | 0 | 0 | 0 |
Issuance of stock for employer contributions to retirement plan | 2,469 | 0 | 616 | 0 | 1,853 | 0 |
Net issuances of stock pursuant to stock compensation plans and other | 327 | 0 | -2,301 | 0 | 2,628 | 0 |
Balance at Dec. 31, 2014 | $151,725 | $171 | $104,523 | $54,809 | ($381) | ($7,397) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income | $27,098 | $23,756 | $22,688 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Income tax benefit on reduction of uncertain tax position liabilities | 0 | 0 | -1,602 |
Loss (gain) on change in fair value of contingent consideration, net | -1,392 | -1,676 | 789 |
Depreciation and amortization | 9,758 | 8,617 | 7,971 |
Non-cash compensation expense | 4,823 | 3,673 | 3,615 |
Deferred income taxes | -113 | -285 | 716 |
Changes in other operating items, net of acquired amounts: | |||
Accounts and other receivables | -6,024 | -9,158 | -11,262 |
Costs and estimated earnings in excess of billings on uncompleted contracts | -8,291 | -4,941 | -1,256 |
Prepaid expenses and other current assets | -1,967 | -2,807 | -1,227 |
Accounts payable and accrued expenses | 8,794 | 1,174 | 4,003 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 1,416 | -1,478 | 3,218 |
Income tax benefit from stock-based compensation | -2,506 | -359 | -2,034 |
Contingent consideration payments in excess of fair value on acquisition date | -1,043 | -708 | -602 |
Other | 445 | 445 | 295 |
Net cash provided by operating activities | 30,998 | 16,253 | 25,312 |
Cash flows from investing activities: | |||
Additions to property, plant and equipment | -2,757 | -6,714 | -2,536 |
Acquisitions, net of cash acquired | -8,670 | -13,505 | -12,184 |
Other investing activities | 246 | 0 | 0 |
Net cash used in investing activities | -11,181 | -20,219 | -14,720 |
Cash flows from financing activities: | |||
Short-term borrowings | 20,392 | 407 | 0 |
Proceeds from long-term debt | 40,000 | 0 | 0 |
Repayment of long-term debt | -2,223 | 0 | 0 |
Contingent consideration payments | -977 | -1,026 | -1,263 |
Change in negative cash book balance | -440 | 5,261 | -1,888 |
Repurchases of common stock | -66,640 | -1,747 | -3,433 |
Income tax benefit from stock-based compensation | 2,506 | 359 | 2,034 |
Tax withholding payments for employee stock-based compensation in exchange for shares surrendered | -3,407 | -623 | -2,750 |
Proceeds from issuance of common stock | 102 | 63 | 284 |
Other financing activities | -5 | -6 | -126 |
Net cash provided by (used in) financing activities | -10,692 | 2,688 | -7,142 |
Effect of exchange rate changes on cash and cash equivalents | -231 | -836 | 160 |
Net change in cash and cash equivalents | 8,894 | -2,114 | 3,610 |
Cash and cash equivalents at beginning of year | 5,647 | 7,761 | 4,151 |
Cash and cash equivalents at end of year | 14,541 | 5,647 | 7,761 |
Cash paid during the year for: | |||
Interest | 583 | 179 | 104 |
Income taxes | 17,439 | 13,879 | 12,532 |
Non-cash investing and financing activities: | |||
Accrued contingent consideration | $5,345 | $4,243 | $765 |
Description_of_Business_and_Si
Description of Business and Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Description of Business and Significant Accounting Policies | Description of Business and Significant Accounting Policies | ||||||||||||
Business | |||||||||||||
GP Strategies Corporation is a global performance improvement solutions provider of training, e-Learning solutions, management consulting and engineering services. References in this report to “GP Strategies,” the “Company,” “we” and “our” are to GP Strategies Corporation and its subsidiaries, collectively. | |||||||||||||
FASB Codification | |||||||||||||
We follow generally accepted accounting principles (“GAAP”) set by the Financial Accounting Standards Board (“FASB”). References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, sometimes referred to as ASC. | |||||||||||||
Basis of Consolidation | |||||||||||||
The consolidated financial statements include the operations of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. | |||||||||||||
Significant Customers & Concentration of Credit Risk | |||||||||||||
We have a market concentration of revenue in the automotive sector. Revenue from the automotive industry accounted for approximately 14%, 16% and 17% of our consolidated revenue for the years ended December 31, 2014, 2013 and 2012, respectively. Beginning in 2013, we also have a market concentration in the financial and insurance sector. Revenue from the financial and insurance industry accounted for approximately 18% and 11% of our consolidated revenue for the years ended December 31, 2014 and 2013, respectively. As in prior years, we also had a concentration of revenue from the United States government. For the years ended December 31, 2014, 2013 and 2012, sales to the United States government and its agencies represented approximately 9%, 10% and 12%, respectively, of our consolidated revenue. Revenue was derived from many separate contracts with a variety of government agencies that are regarded by us as separate customers. No single customer accounted for more than 10% of our consolidated revenue in 2014. As of December 31, 2014, billed and unbilled accounts receivable from a single financial services customer totaled $22.9 million, or 17.6%, of our consolidated accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts balances. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
Cash and cash equivalents consist of short-term highly liquid investments with original maturities of three months or less. Outstanding checks which have been issued but not presented to the banks for payment in excess of amounts on deposit may create negative book cash balances. We transfer cash on an as-needed basis to fund these items as they clear the bank in subsequent periods. Such negative cash balances are included in accounts payable and accrued expenses and totaled $4.8 million and $5.3 million as of December 31, 2014 and 2013, respectively. Changes in negative book cash balances from period to period are reported as a financing activity in the consolidated statement of cash flows. | |||||||||||||
Allowance for Doubtful Accounts Receivable | |||||||||||||
Trade accounts receivable are recorded at invoiced amounts. We evaluate the collectability of trade accounts receivable based on a combination of factors. When we are aware that a specific customer may be unable to meet its financial obligations to us, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position, we evaluate the need to record a specific reserve for bad debt to reduce the related receivable to the amount we reasonably believe is collectible. We also record reserves for bad debt for all other customers based on a variety of factors, including the length of time the receivables are past due, historical collection experience and trends of past due accounts, write-offs and specific identification and review of past due accounts. Actual collections of trade receivables could differ from management’s estimates due to changes in future economic or industry conditions or specific customers’ financial conditions. | |||||||||||||
Activity in our allowance for doubtful accounts was comprised of the following for the periods indicated: | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands) | |||||||||||||
Beginning balance | $ | 1,405 | $ | 1,756 | $ | 1,015 | |||||||
Additions | 670 | 121 | 782 | ||||||||||
Deductions | (128 | ) | (472 | ) | (41 | ) | |||||||
Ending balance | $ | 1,947 | $ | 1,405 | $ | 1,756 | |||||||
Foreign Currency Translation | |||||||||||||
The functional currency of our international operations is the respective local currency. The translation of the foreign currency into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rates prevailing during the year. The unrealized gains and losses resulting from such translation are included as a component of comprehensive income. Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “Other income (expense) on our Consolidated Statements of Operations. | |||||||||||||
Revenue Recognition | |||||||||||||
We provide services under time-and-materials, cost-reimbursable, and fixed price (including fixed-fee per transaction) contracts to both government and commercial customers. Each contract has different terms based on the scope, deliverables and complexity of the engagement, requiring us to make judgments and estimates about recognizing revenue. Revenue is recognized as services are performed. | |||||||||||||
Under time-and-materials contracts, as well as certain government cost-reimbursable and certain fixed price contracts, the contractual billing schedules are based on the specified level of resources we are obligated to provide. As a result, for these “level-of-effort” contracts, the contractual billing amount for the period is a measure of performance and, therefore, revenue is recognized in that amount. | |||||||||||||
Revenue under government fixed price contracts is recognized using the percentage-of-completion method. Under the percentage-of-completion method, management estimates the percentage-of-completion based upon costs incurred as a percentage of the total estimated costs. | |||||||||||||
For commercial fixed price contracts which typically involve a discrete project, such as development of training content and materials, design of training processes, software implementation, or engineering projects, the contractual billing schedules are not based on the specified level of resources we are obligated to provide. These discrete projects generally do not contain milestones or other reliable measures of performance. As a result, revenue on these arrangements is recognized using a percentage-of-completion method based on the relationship of costs incurred to total estimated costs expected to be incurred over the term of the contract. We believe this methodology is a reasonable measure of proportional performance since performance primarily involves personnel costs and services provided to the customer throughout the course of the projects through regular communications of progress toward completion and other project deliverables. In addition, the customer typically is required to pay us for the proportionate amount of work and cost incurred in the event of contract termination. | |||||||||||||
When total direct cost estimates exceed revenues, the estimated losses are recognized immediately. The use of the percentage-of-completion method requires significant judgment relative to estimating total contract costs, including assumptions relative to the length of time to complete the project, the nature and complexity of the work to be performed, and anticipated changes in estimated salaries and other costs. Estimates of total contract costs are continuously monitored during the term of the contract, and recorded revenues and costs are subject to revision as the contract progresses. When revisions in estimated contract revenues and costs are determined, such adjustments are recorded in the period in which they are first identified. | |||||||||||||
For certain commercial fixed-fee per transaction contracts, such as providing training courses, revenue is recognized during the period in which services are delivered in accordance with the pricing outlined in the contracts. | |||||||||||||
For certain fixed-fee per transaction and fixed price contracts in which the output of the arrangement is measurable, such as for the shipping of publications and print materials, revenue is recognized when the deliverable is met and the product is delivered based on the output method of performance. The customer is required to pay for the cost incurred in the event of contract termination. | |||||||||||||
Certain of our fixed price commercial contracts contain revenue arrangements with multiple deliverables. Revenue arrangements with multiple deliverables are evaluated to determine if the deliverables can be divided into more than one unit of accounting. For contracts determined to have more than one unit of accounting, we recognize revenue for each deliverable based on the revenue recognition policies discussed above. Within each multiple deliverable project, there is objective and reliable fair value across all units of the arrangement, as discounts are not offered or applied to one deliverable versus another, and the rates bid across all deliverables are consistent. | |||||||||||||
As part of our on-going operations to provide services to our customers, incidental expenses, which are commonly referred to as “out-of-pocket” expenses, are billed to customers, either directly as a pass-through cost or indirectly as a cost estimated in proposing on fixed price contracts. Out-of-pocket expenses include expenses such as airfare, mileage, hotel stays, out-of-town meals and telecommunication charges. Our policy provides for these expenses to be recorded as both revenue and direct cost of services. | |||||||||||||
In connection with the delivery of products, primarily for publications delivered by our Sandy Training & Marketing segment, we incur shipping and handling costs which are billed to customers directly as a pass-through cost. Our policy provides for these expenses to be recorded as both revenue and direct cost of revenue. | |||||||||||||
Contract Related Assets and Liabilities | |||||||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts in the accompanying consolidated balance sheets represent unbilled amounts earned and reimbursable under contracts in progress. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of milestones or completion of the project. Generally, such unbilled amounts will be billed and collected over the next twelve months. | |||||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts in the accompanying consolidated balance sheets represent advanced billings to clients on contracts in advance of work performed. Generally, such amounts will be earned and recognized in revenue over the next twelve months. | |||||||||||||
Comprehensive Income | |||||||||||||
Comprehensive income consists of net income and foreign currency translation adjustments. | |||||||||||||
Other Current Assets | |||||||||||||
Prepaid expenses and other current assets on our consolidated balance sheet include prepaid expenditures for goods or services before the goods are used or the services are received, inventories and work in progress on customer contracts. Prepaid expenses are charged to expense in the periods the benefits are realized. Inventories are stated at lower of cost or market. Provision is made to reduce excess and obsolete inventories to their estimated net realizable value. | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Property, plant and equipment are carried at cost (or fair value at acquisition date for assets obtained through business combinations). Major additions and improvements are capitalized, while maintenance and repairs which do not extend the lives of the assets are expensed as incurred. Gain or loss on the disposition of property, plant and equipment is recognized in operations when realized. | |||||||||||||
Depreciation of property, plant and equipment is recognized on a straight-line basis over the following estimated useful lives: | |||||||||||||
Class of assets | Useful life | ||||||||||||
Buildings and improvements | 5 to 40 years | ||||||||||||
Machinery, equipment, and furniture and fixtures | 3 to 10 years | ||||||||||||
Leasehold improvements | Shorter of asset life or term of lease | ||||||||||||
Impairment of Long-Lived Assets | |||||||||||||
Long-lived assets, such as property, plant, and equipment, and intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized at the amount by which the carrying amount of the asset exceeds the fair value of the asset. Impairment of long-lived assets is assessed at the lowest level for which there are identifiable cash flows that are independent from other groups of assets. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. | |||||||||||||
Goodwill and Intangible Assets | |||||||||||||
Our intangible assets include amounts recognized in connection with acquisitions, including customer relationships, technology, intellectual property and tradenames. Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. Except for goodwill, we do not have any intangible assets with indefinite useful lives. | |||||||||||||
Goodwill represents the excess of costs over fair value of assets of businesses acquired. We review our goodwill for impairment annually as of December 31 and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. We test goodwill at the reporting unit level. | |||||||||||||
Accounting Standards Update (“ASU”) 2011-08, Testing Goodwill for Impairment (“ASU 2011-08”) permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Under ASU 2011-08, an entity is not required to perform step one of the goodwill impairment test for a reporting unit if it is more likely than not that its fair value is greater than its carrying amount. For our annual goodwill impairment tests as of December 31, 2014 and 2013, we performed a qualitative assessment as permitted by ASU 2011-08 for all of our reporting units and determined that it was more likely than not that the fair values of each of our reporting units exceeded their respective carrying values. | |||||||||||||
If it is determined as a result of the qualitative assessment permitted by ASU 2011-8, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a two-step impairment test is required. In the first step, we compare the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and we are not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then we must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit's goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit’s assets and liabilities in a manner similar to a purchase price allocation, with any residual fair value allocated to goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then we record an impairment loss equal to the difference. | |||||||||||||
Under the two-step impairment test, we determine the fair value of our reporting units using both an income approach and a market approach, and weigh both approaches to determine the fair value of each reporting unit. Under the income approach, we perform a discounted cash flow analysis which incorporates management’s cash flow projections over a five-year period and a terminal value is calculated by applying a capitalization rate to terminal year projections based on an estimated long-term growth rate. The five-year projected cash flows and calculated terminal value are discounted using a weighted average cost of capital (“WACC”) which takes into account the costs of debt and equity. The cost of equity is based on the risk-free interest rate, equity risk premium, industry and size equity premiums and any additional market equity risk premiums as deemed appropriate for each reporting unit. To arrive at a fair value for each reporting unit, the terminal value is discounted by the WACC and added to the present value of the estimated cash flows over the discrete five-year period. There are a number of other variables which impact the projected cash flows, such as expected revenue growth and profitability levels, working capital requirements, capital expenditures and related depreciation and amortization. Under the market approach, we perform a comparable public company analysis and apply revenue and earnings multiples from the identified set of companies to the reporting unit’s actual and forecasted financial performance to determine the fair value of each reporting unit. We evaluate the reasonableness of the fair value calculations of our reporting units by reconciling the total of the fair values of all of our reporting units to our total market capitalization, and adjusting for an appropriate control premium. In addition, we make certain judgments in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. | |||||||||||||
Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. In addition, we make certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. The timing and frequency of our goodwill impairment tests are based on an ongoing assessment of events and circumstances that would indicate a possible impairment. We will continue to monitor our goodwill and intangible assets for impairment and conduct formal tests when impairment indicators are present. | |||||||||||||
Contingent Consideration for Business Acquisitions | |||||||||||||
Acquisitions may include contingent consideration payments based on future financial measures of an acquired company. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. At each reporting date, the contingent consideration obligation is revalued to estimated fair value and changes in fair value subsequent to the acquisition are reflected in income or expense in the consolidated statements of operations, and could cause a material impact to our operating results. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. | |||||||||||||
Other Assets | |||||||||||||
Other assets primarily include certain software development and implementation costs, an investment in a joint venture, other assets obtained to fulfill customer related contract obligations and capitalized set-up costs on outsourcing contracts. We capitalize the cost of internal-use software in accordance with ASC Topic 350-40, Internal-Use Software. These costs consist of payments made to third parties for software development and implementation and are amortized using the straight-line method over their estimated useful lives, typically three to five years. We account for a 5% interest in a joint venture partnership under the equity method of accounting because significant influence exists due to certain factors, including representation on the partnership’s Management Board and voting rights. | |||||||||||||
Certain project transition costs related to the set-up of processes, personnel and systems are deferred during the transition period and expensed on a straight-line basis over the period the outsourcing services are provided, not to exceed the term of the contract. The deferred costs are specific internal costs or incremental external costs directly related to transition or set-up activities necessary to enable the outsourced services. Unamortized set-up costs are monitored regularly for impairment. Impairment losses are recorded when projected remaining undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets. Capitalized set-up costs were $0.7 million and $1.2 million as of December 31, 2014 and 2013, respectively. | |||||||||||||
Income Taxes | |||||||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |||||||||||||
We establish accruals for uncertain tax positions taken or expected to be taken in a tax return when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Favorable or unfavorable adjustment of the accrual for any particular issue would be recognized as an increase or decrease to income tax expense in the period of a change in facts and circumstances. Interest and penalties related to income taxes are accounted for as income tax expense. | |||||||||||||
Earnings per Share | |||||||||||||
Basic earnings per share (“EPS”) are computed by dividing earnings by the weighted average number of common shares outstanding during the periods. Diluted EPS reflects the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. | |||||||||||||
Our dilutive common stock equivalent shares consist of stock options and restricted stock units outstanding under our stock-based incentive plans and are computed under the treasury stock method, using the average market price during the period. The following table presents instruments which were not dilutive and were excluded from the computation of diluted EPS in each period, as well as the weighted average dilutive common stock equivalent shares which were included in the computation of diluted EPS: | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands) | |||||||||||||
Non-dilutive instruments | — | 28 | 64 | ||||||||||
Dilutive common stock equivalents | 246 | 259 | 319 | ||||||||||
Stock-Based Compensation | |||||||||||||
Pursuant to our stock-based incentive plans which are described more fully in Note 9, we grant stock options, restricted stock, stock units, and equity to officers, employees, and members of the Board of Directors. We compute compensation expense for all equity-based compensation awards issued to employees using the fair-value measurement method. We recognize compensation expense on a straight-line basis over the requisite service period for stock-based compensation awards with both graded and cliff vesting terms. We apply a forfeiture estimate to compensation expense recognized for awards that are expected to vest during the requisite service period, and revise that estimate if subsequent information indicates that the actual forfeitures will differ from the estimate. We recognize the cumulative effect of a change in the number of awards expected to vest in compensation expense in the period of change. We do not capitalize any material portion of our stock-based compensation. | |||||||||||||
We estimate the fair value of our stock options on the date of grant using the Black-Scholes option pricing model, which requires various assumptions such as expected term, expected stock price volatility and risk-free interest rate. We estimate the expected term of stock options granted taking into consideration historical data related to stock option exercises. We use historical stock price data in order to estimate the expected volatility factor of stock options granted. The risk-free interest rate for the periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate the estimates used, including but not limited to those related to revenue recognition, the allowance for doubtful accounts receivable, impairments of goodwill and other intangible assets, valuation of intangible assets acquired and contingent consideration liabilities assumed in business acquisitions, valuation of stock-based compensation awards and income taxes. Actual results could differ from these estimates. | |||||||||||||
Fair Value Estimates | |||||||||||||
ASC Topic 820, Fair Value Measurements and Disclosure (“Topic 820”), defines fair value, establishes a market-based framework or hierarchy for measuring fair value, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The guidance within Topic 820 is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. The fair value hierarchy prioritizes the inputs used in valuation techniques into three levels as follows: | |||||||||||||
• | Level 1 – unadjusted quoted prices for identical assets or liabilities in active markets; | ||||||||||||
• | Level 2 – quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation; and | ||||||||||||
• | Level 3 – unobservable inputs based upon the reporting entity’s internally developed assumptions which market participants would use in pricing the asset or liability. | ||||||||||||
The carrying value of financial instruments including cash equivalents, accounts receivable, accounts payable and short-term borrowings approximate estimated market values because of short-term maturities and interest rates that approximate current rates. In addition, the fair value of our long-term debt approximated its carrying value as of December 31, 2014 as it bears interest at variable rates. Our fair value measurements relate to goodwill, intangible assets and contingent consideration recognized in connection with acquisitions and are valued using Level 3 inputs. | |||||||||||||
Leases | |||||||||||||
We lease various office space, machinery and equipment under noncancelable operating leases which have minimum lease obligations. Many of the leases contain provisions for rent escalations based primarily on increases in real estate taxes and operating costs incurred by the lessor. Rent expense is recognized in the statement of operations as incurred except for escalating rents, which are expensed on a straight-line basis over the terms of the leases. | |||||||||||||
Legal Expenses | |||||||||||||
We are involved, from time to time, in litigation and proceedings arising out of the ordinary course of business. Costs for legal services rendered in the course of these proceedings are charged to expense as they are incurred. | |||||||||||||
Accounting Standard Issued | |||||||||||||
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The standard’s core principle is that a company will recognize revenue when it 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. ASU 2014-09 will be effective for the Company in the first quarter of its fiscal year ending December 31, 2017. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company's consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||
Acquisitions | Acquisitions | ||||||||||||||||||||
On April 1, 2014, we completed the acquisition of Effective People and Effective Learning (the "Effective Companies"), providers of human capital management (HCM) solutions, including sales and support of the full SAP SuccessFactors Business Education (BizX) Platform, eLearning and blended learning solutions, as well as recruitment and employee development services. The Effective Companies are headquartered in Copenhagen, Denmark. The upfront purchase price was $9.0 million which was paid in cash at closing. In addition, the purchase agreement requires up to an additional $5.7 million of consideration, contingent upon the achievement of certain earnings targets during the two twelve-month periods following completion of the acquisition. We recorded intangible assets as a result of the acquisition in the amount of $1.6 million which are being amortized over four years from the acquisition date. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. The acquired Effective Companies business is included in the Learning Solutions segment and the results of its operations have been included in the consolidated financial statements since April 1, 2014. The pro-forma impact of the acquisition is not material to our results of operations. The acquired Effective Companies business is included in our Denmark subsidiary and its functional currency is the Danish Kroner. The purchase price allocation above was translated into U.S. dollars based on the exchange rate in effect on the date of acquisition. | |||||||||||||||||||||
The following table summarizes the purchase price and purchase price allocation for the acquisition (dollars in thousands). | |||||||||||||||||||||
Cash purchase price | $ | 9,000 | |||||||||||||||||||
Fair value of contingent consideration | 5,345 | ||||||||||||||||||||
Working capital adjustment | 4 | ||||||||||||||||||||
Total purchase price | $ | 14,349 | |||||||||||||||||||
Purchase price allocation: | |||||||||||||||||||||
Cash | $ | 334 | |||||||||||||||||||
Accounts receivable | 1,378 | ||||||||||||||||||||
Prepaid expenses and other assets | 496 | ||||||||||||||||||||
Property, plant and equipment | 80 | ||||||||||||||||||||
Amortizable intangible assets | 1,613 | ||||||||||||||||||||
Goodwill | 12,556 | ||||||||||||||||||||
Total assets | 16,457 | ||||||||||||||||||||
Accounts payable and accrued expenses | 582 | ||||||||||||||||||||
Billings in excess of costs and estimated | 940 | ||||||||||||||||||||
earnings on uncompleted contracts | |||||||||||||||||||||
Deferred tax liability | 586 | ||||||||||||||||||||
Total liabilities | 2,108 | ||||||||||||||||||||
Net assets acquired | $ | 14,349 | |||||||||||||||||||
The following tables summarize the purchase prices and purchase price allocations for the acquisitions completed during the years ended December 31, 2013 and 2012. A description of the acquired businesses during each year is summarized below each table. | |||||||||||||||||||||
2013 Acquisitions | (Dollars in thousands) | ||||||||||||||||||||
Acquired company | Prospero | Lorien | |||||||||||||||||||
Acquisition date | 5/31/13 | 6/12/13 | |||||||||||||||||||
Cash purchase price | $ | 7,028 | $ | 6,734 | |||||||||||||||||
Fair value of contingent consideration | 3,670 | 573 | |||||||||||||||||||
Total purchase price | $ | 10,698 | $ | 7,307 | |||||||||||||||||
Purchase price allocation: | |||||||||||||||||||||
Cash | $ | — | $ | 23 | |||||||||||||||||
Accounts receivable | — | 1,856 | |||||||||||||||||||
Other assets | 7 | 1,553 | |||||||||||||||||||
Property, plant and equipment | 51 | 116 | |||||||||||||||||||
Intangible assets | 2,801 | 1,715 | |||||||||||||||||||
Goodwill | 8,112 | 5,494 | |||||||||||||||||||
Total assets | 10,971 | 10,757 | |||||||||||||||||||
Accounts payable and accrued expenses | 40 | 1,975 | |||||||||||||||||||
Billings in excess of costs and estimated | 233 | 1,132 | |||||||||||||||||||
earnings on uncompleted contracts | |||||||||||||||||||||
Deferred tax liability | — | 343 | |||||||||||||||||||
Total liabilities | 273 | 3,450 | |||||||||||||||||||
Net assets acquired | $ | 10,698 | $ | 7,307 | |||||||||||||||||
Prospero | |||||||||||||||||||||
On May 31, 2013, we completed the acquisition of Prospero Learning Solutions (“Prospero”), a Canada-based provider of custom learning and content development solutions. The upfront purchase price for Prospero was $7.0 million which was paid in cash at closing. In addition, the purchase agreement requires up to an additional $4.7 million of consideration, contingent upon the achievement of certain earnings targets during the two twelve-month periods following completion of the acquisition, as defined in the purchase agreement. No contingent consideration was payable with respect to the first twelve-month period following completion of the acquisition as the earnings target was not achieved. We recorded intangible assets as a result of the acquisition, including $2.8 million of customer-related intangible assets which are being amortized over five years subsequent to the acquisition date. The acquired Prospero business is included in the Learning Solutions segment and the results of its operations have been included in the consolidated financial statements since June 1, 2013. We expect that a portion of the goodwill recorded for financial statement purposes will be deductible for tax purposes. The pro-forma impact of the acquisition is not material to our results of operations. The acquired Prospero business is included in our Canadian subsidiary and its functional currency is the Canadian Dollar. The purchase price allocation above was translated into U.S. dollars based on the exchange rate in effect on the date of acquisition. | |||||||||||||||||||||
Lorien | |||||||||||||||||||||
On June 12, 2013, we completed the acquisition of Lorien Engineering Solutions (“Lorien”), a United Kingdom-based provider of engineering design and project management services with specific expertise in the food and beverage, manufacturing and life sciences industries. The upfront purchase price for Lorien was $6.7 million which was paid in cash at closing. In addition, we paid $1.0 million of contingent consideration in 2014 based upon the achievement of certain earnings targets during the first twelve months following completion of the acquisition, as defined in the purchase agreement. We recorded intangible assets as a result of the acquisition, including $1.7 million of customer-related intangible assets which are being amortized over five years subsequent to the acquisition date. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. The acquired Lorien business is included in the Learning Solutions segment and the results of its operations have been included in the consolidated financial statements since June 12, 2013. The pro-forma impact of the acquisition is not material to our results of operations. The acquired Lorien business is included in our United Kingdom subsidiary and its functional currency is the British Pound Sterling. The purchase price allocation above was translated into U.S. dollars based on the exchange rate in effect on the date of acquisition. | |||||||||||||||||||||
2012 Acquisitions | (Dollars in thousands) | ||||||||||||||||||||
Acquired company | Information | Asentus | Rovsing | Blessing | |||||||||||||||||
Horizons | Dynamics | White | |||||||||||||||||||
Acquisition date | 5/1/12 | 6/29/12 | 9/17/12 | 10/1/12 | |||||||||||||||||
Cash purchase price | $ | 531 | $ | 1,417 | $ | 720 | $ | 10,529 | |||||||||||||
Fair value of contingent consideration | — | 765 | — | — | |||||||||||||||||
Total purchase price | $ | 531 | $ | 2,182 | $ | 720 | $ | 10,529 | |||||||||||||
Purchase price allocation: | |||||||||||||||||||||
Cash | $ | — | $ | 396 | $ | 20 | $ | 830 | |||||||||||||
Accounts receivable | — | 1,970 | — | 2,796 | |||||||||||||||||
Other assets | — | 411 | 898 | 527 | |||||||||||||||||
Property, plant and equipment | 26 | 46 | 5 | 76 | |||||||||||||||||
Intangible assets | 505 | 443 | 775 | 3,280 | |||||||||||||||||
Goodwill | — | 1,957 | 458 | 6,070 | |||||||||||||||||
Total assets | 531 | 5,223 | 2,156 | 13,579 | |||||||||||||||||
Accounts payable and accrued expenses | — | 2,708 | 428 | 1,456 | |||||||||||||||||
Billings in excess of costs and estimated | — | 247 | 1,008 | 282 | |||||||||||||||||
earnings on uncompleted contracts | |||||||||||||||||||||
Deferred tax liability | — | 86 | — | 1,312 | |||||||||||||||||
Total liabilities | — | 3,041 | 1,436 | 3,050 | |||||||||||||||||
Net assets acquired | $ | 531 | $ | 2,182 | $ | 720 | $ | 10,529 | |||||||||||||
Information Horizons | |||||||||||||||||||||
Effective May 1, 2012, we entered into an Asset Purchase Agreement with Information Horizons Limited (“Information Horizons”), an independent skills training provider located in the United Kingdom, to acquire its government funded training services business. The purchase price primarily consisted of a customer-related intangible asset of $0.5 million which is being amortized over an estimated useful life of three years subsequent to the acquisition date. Information Horizons is included in the Learning Solutions segment and the results of its operations have been included in the consolidated financial statements since May 1, 2012. The pro-forma impact of the acquisition is not material to our results of operations. | |||||||||||||||||||||
Asentus | |||||||||||||||||||||
On June 29, 2012, through our wholly-owned subsidiaries in Canada and Europe, we acquired the business and operations of Asentus Consulting Group Ltd. and Asentus Europe B.V. (collectively, “Asentus”). Asentus is an international provider of IT technical training content, and live and virtual training event services, with offices in Vancouver, Canada, The Netherlands, Germany and France. The total purchase price for both companies was $1.4 million which was paid in cash. In addition, the purchase agreement requires up to an additional $3.7 million of consideration, contingent upon the achievement of certain earnings targets, as defined in the purchase agreement, during two successive twelve-month periods following the closing. No contingent consideration was payable with respect to both twelve-month periods following completion of the acquisition as the earnings targets were not achieved. We recorded amortizable intangible assets as a result of the acquisition, which included $0.3 million of customer-related intangible assets which are being amortized over an estimated useful life of five years and $0.1 million of intellectual property which is being amortized over an estimated useful life of three years. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. The acquired Asentus business is included in the Learning Solutions segment and the results of its operations have been included in the consolidated financial statements since July 1, 2012. The pro-forma impact of the acquisition is not material to our results of operations. | |||||||||||||||||||||
Rovsing Dynamics | |||||||||||||||||||||
On September 17, 2012, we entered into an Asset Purchase Agreement with Rovsing Dynamics A/S (“Rovsing”), located in Denmark, a provider of vibration condition monitoring hardware and software, and on that date acquired the business and certain operating assets. We recorded a technology-related intangible asset of $0.8 million related to proprietary software acquired which is being amortized over an estimated useful life of three years subsequent to the acquisition date. All of the goodwill recorded for financial statement purposes will be deductible for tax purposes. The acquired Rovsing business is included in the Energy Services segment and the results of its operations have been included in the consolidated financial statements since September 17, 2012. The pro-forma impact of the acquisition is not material to our results of operations. | |||||||||||||||||||||
BlessingWhite | |||||||||||||||||||||
On October 1, 2012, we completed the acquisition of BlessingWhite, a provider of leadership development and employee engagement solutions. The total purchase price was $10.8 million in cash at closing and was subsequently reduced by a $0.2 million working capital adjustment paid by the sellers. We recorded $3.3 million of amortizable intangible assets as a result of the acquisition, which includes $1.8 million of customer-related intangible assets which are being amortized over five years, $1.2 million of intellectual property related to training course content which is being amortized over five years, $0.2 million related to the acquired tradename which is being amortized over two years, and $0.1 million related to acquired technology which is being amortized over three years from the acquisition date. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. BlessingWhite is included in the Learning Solutions segment and the results of its operations have been included in the consolidated financial statements since October 1, 2012. The pro-forma impact of the acquisition is not material to our results of operations. | |||||||||||||||||||||
Contingent Consideration | |||||||||||||||||||||
ASC Topic 805 requires that contingent consideration be recognized at fair value on the acquisition date and be re-measured each reporting period with subsequent adjustments recognized in the consolidated statement of operations. We estimate the fair value of contingent consideration liabilities based on financial projections of the acquired companies and estimated probabilities of achievement and discount the liabilities to present value using a weighted-average cost of capital. Contingent consideration is valued using significant inputs that are not observable in the market which are defined as Level 3 inputs pursuant to fair value measurement accounting. We believe our estimates and assumptions are reasonable, however, there is significant judgment involved. At each reporting date, the contingent consideration obligation is revalued to estimated fair value, and changes in fair value subsequent to the acquisitions are reflected in income or expense in the consolidated statements of operations, and could cause a material impact to, and volatility in, our operating results. Changes in the fair value of contingent consideration obligations may result from changes in discount periods, changes in the timing and amount of revenue and/or earnings estimates and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. | |||||||||||||||||||||
Below is a summary of the potential contingent consideration we may be required to pay in connection with completed acquisitions as of December 31, 2014 (dollars in thousands): | |||||||||||||||||||||
Original range | As of December 31, 2014 | ||||||||||||||||||||
of potential | Maximum contingent consideration due in | ||||||||||||||||||||
undiscounted | |||||||||||||||||||||
Acquisition: | payments | 2015 | 2016 | Total | |||||||||||||||||
Prospero | $0 - $4,675 | $ | 1,720 | $ | — | $ | 1,720 | ||||||||||||||
Effective Companies | $0 - $5,668 | 2,834 | 2,834 | 5,668 | |||||||||||||||||
Total | $ | 4,554 | $ | 2,834 | $ | 7,388 | |||||||||||||||
Below is a summary of the changes in the recorded amount of contingent consideration liabilities from December 31, 2013 to December 31, 2014 for each acquisition (dollars in thousands): | |||||||||||||||||||||
Liability as of | 2014 | Change in | Foreign | Liability as of | |||||||||||||||||
Additions | Fair Value of | Currency | |||||||||||||||||||
Contingent | |||||||||||||||||||||
Acquisition: | Dec. 31, 2013 | (Payments) | Consideration | Translation | Dec. 31, 2014 | ||||||||||||||||
Bath Consulting | $ | 997 | $ | (1,005 | ) | $ | — | $ | 8 | $ | — | ||||||||||
Prospero | 1,841 | — | (1,796 | ) | (45 | ) | — | ||||||||||||||
Lorien | 959 | (1,015 | ) | 31 | 25 | — | |||||||||||||||
Effective Companies | — | 5,345 | 373 | (635 | ) | 5,083 | |||||||||||||||
Total | $ | 3,797 | $ | 3,325 | $ | (1,392 | ) | $ | (647 | ) | $ | 5,083 | |||||||||
As of December 31, 2014 and 2013, contingent consideration included in accounts payable and accrued expenses on the consolidated balance totaled $2.7 million and $2.4 million, respectively. As of December 31, 2014 and 2013, we also had accrued contingent consideration totaling $2.4 million and $1.4 million, respectively, which is included in other long-term liabilities on the consolidated balance sheet and represents the portion of contingent consideration estimated to be payable greater than twelve months from the balance sheet date. |
Goodwill_Other_Intangible_Asse
Goodwill & Other Intangible Assets | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||
Goodwill and Other Intangible Assets | Goodwill & Other Intangible Assets | ||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||
Changes in the carrying amount of goodwill by reportable business segment for the years ended December 31, 2014 and 2013 were as follows (in thousands): | |||||||||||||||||||||||||
Professional | Sandy | Performance | |||||||||||||||||||||||
Learning | & Technical | Training & | Readiness | Energy | |||||||||||||||||||||
Solutions | Services | Marketing | Solutions | Services | Total | ||||||||||||||||||||
Net book value at | |||||||||||||||||||||||||
January 1, 2013 | |||||||||||||||||||||||||
Goodwill | $ | 48,240 | $ | 45,520 | $ | 6,161 | $ | 9,795 | $ | 8,522 | $ | 118,238 | |||||||||||||
Accumulated impairment losses | (2,079 | ) | (7,830 | ) | (5,508 | ) | — | — | (15,417 | ) | |||||||||||||||
Total | 46,161 | 37,690 | 653 | 9,795 | 8,522 | 102,821 | |||||||||||||||||||
2013 Activity: | |||||||||||||||||||||||||
Acquisitions | 13,606 | — | — | — | — | 13,606 | |||||||||||||||||||
Purchase adjustments | (196 | ) | — | — | — | 117 | (79 | ) | |||||||||||||||||
Foreign currency translation | 620 | — | — | — | 23 | 643 | |||||||||||||||||||
Other | (4 | ) | — | — | — | — | (4 | ) | |||||||||||||||||
Net book value at | |||||||||||||||||||||||||
December 31, 2013 | |||||||||||||||||||||||||
Goodwill | 62,266 | 45,520 | 6,161 | 9,795 | 8,662 | 132,404 | |||||||||||||||||||
Accumulated impairment losses | (2,079 | ) | (7,830 | ) | (5,508 | ) | — | — | (15,417 | ) | |||||||||||||||
Total | 60,187 | 37,690 | 653 | 9,795 | 8,662 | 116,987 | |||||||||||||||||||
2014 Activity: | |||||||||||||||||||||||||
Acquisitions | 12,556 | — | — | — | — | 12,556 | |||||||||||||||||||
Foreign currency translation | (3,729 | ) | — | — | — | (57 | ) | (3,786 | ) | ||||||||||||||||
Net book value at | |||||||||||||||||||||||||
December 31, 2014 | |||||||||||||||||||||||||
Goodwill | 71,093 | 45,520 | 6,161 | 9,795 | 8,605 | 141,174 | |||||||||||||||||||
Accumulated impairment losses | (2,079 | ) | (7,830 | ) | (5,508 | ) | — | — | (15,417 | ) | |||||||||||||||
Total | $ | 69,014 | $ | 37,690 | $ | 653 | $ | 9,795 | $ | 8,605 | $ | 125,757 | |||||||||||||
Intangible Assets Subject to Amortization | |||||||||||||||||||||||||
Intangible assets with finite lives are subject to amortization over their estimated useful lives. The primary assets included in this category and their respective balances were as follows (in thousands): | |||||||||||||||||||||||||
December 31, 2014 | |||||||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | |||||||||||||||||||||||
Amount | Amortization | Amount | |||||||||||||||||||||||
Customer relationships | $ | 22,603 | $ | (13,042 | ) | $ | 9,561 | ||||||||||||||||||
Intellectual property and other | 2,160 | (1,186 | ) | 974 | |||||||||||||||||||||
$ | 24,763 | $ | (14,228 | ) | $ | 10,535 | |||||||||||||||||||
December 31, 2013 | |||||||||||||||||||||||||
Customer relationships | $ | 26,470 | $ | (13,070 | ) | $ | 13,400 | ||||||||||||||||||
Tradenames | 191 | (119 | ) | 72 | |||||||||||||||||||||
Intellectual property and other | 2,364 | (707 | ) | 1,657 | |||||||||||||||||||||
$ | 29,025 | $ | (13,896 | ) | $ | 15,129 | |||||||||||||||||||
Amortization expense for intangible assets was $5.7 million, $5.4 million and $4.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. Estimated amortization expense for intangible assets included in our consolidated balance sheet as of December 31, 2014 is as follows (in thousands): | |||||||||||||||||||||||||
Fiscal year ending: | |||||||||||||||||||||||||
2015 | $ | 4,210 | |||||||||||||||||||||||
2016 | 3,235 | ||||||||||||||||||||||||
2017 | 2,164 | ||||||||||||||||||||||||
2018 | 894 | ||||||||||||||||||||||||
2019 | 32 | ||||||||||||||||||||||||
Total | $ | 10,535 | |||||||||||||||||||||||
As of December 31, 2014, our intangible assets with definite lives had a weighted average remaining useful life of 2.9 years. We have no amortizable intangible assets with indefinite useful lives. |
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment | Property, Plant and Equipment | ||||||||
Property, plant and equipment consisted of the following (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Machinery, equipment and vehicles | $ | 15,890 | $ | 19,308 | |||||
Furniture and fixtures | 3,006 | 3,295 | |||||||
Leasehold improvements | 1,560 | 1,553 | |||||||
Buildings | 381 | 404 | |||||||
20,837 | 24,560 | ||||||||
Accumulated depreciation and amortization | (12,973 | ) | (15,329 | ) | |||||
$ | 7,864 | $ | 9,231 | ||||||
Depreciation expense was $3.9 million, $3.0 million and $2.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
Debt
Debt | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Debt Disclosure [Abstract] | ||||
Debt | Debt | |||
On September 2, 2014, in connection with the modified "Dutch auction" tender offer which is discussed in more detail in Note 10, we entered into a Fourth Amended and Restated Financing and Security Agreement (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility up to a maximum principal amount of $65 million and for a term loan in the maximum principal amount of $40 million maturing on October 31, 2017 (the “Maturity Date”), and is secured by substantially all of our assets. | ||||
The maximum interest rate on the Credit Agreement is the daily one-month LIBOR market index rate plus 2.50%. Based on our financial performance, the interest rate can be reduced to a minimum rate of the daily one-month LIBOR market index rate plus 1.25%, with the rate being determined based on our maximum leverage ratio for the preceding four quarters. Each unpaid advance on the revolving loan will bear interest until the Maturity Date. The term loan is payable in monthly installments equal to $1.1 million plus applicable interest, beginning on November 1, 2014 and ending on the Maturity Date. We may prepay the term loan or the revolving loan, in whole or in part, at any time without premium or penalty, subject to certain conditions. Amounts repaid or prepaid on the term loan may not be reborrowed. | ||||
The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict our and our subsidiaries’ (subject to certain exceptions) ability to, among other things, grant liens, make investments, incur indebtedness, merge or consolidate, dispose of assets or make acquisitions. We are also required to maintain compliance with a minimum fixed charge coverage ratio and a maximum leverage ratio. We were in compliance with all of the financial covenants under the Credit Agreement as of December 31, 2014. As of December 31, 2014, our total long-term debt outstanding under the term loan was $37.8 million. In addition, there were $20.8 million of borrowings outstanding and $43.3 million of available borrowings under the revolving credit facility as of December 31, 2014. For the year ended December 31, 2014, the weighted average interest rate on our borrowings was 1.7%. As of December 31, 2014, the fair value of our borrowings under the Credit Agreement approximated its carrying value as it bears interest at variable rates. | ||||
As of December 31, 2014, our future minimum payments of long-term debt are as follows (in thousands): | ||||
Fiscal year ending: | ||||
2015 | $ | 13,333 | ||
2016 | 13,333 | |||
2017 | 11,111 | |||
Total | $ | 37,777 | ||
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses | ||||||||
Accounts payable and accrued expenses consisted of the following (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Trade accounts payable | $ | 11,995 | $ | 11,815 | |||||
Accrued salaries, vacation and benefits | 18,857 | 15,731 | |||||||
Other accrued expenses | 20,608 | 20,127 | |||||||
Accrued contingent consideration | 2,737 | 2,405 | |||||||
Negative cash book balance | 4,821 | 5,261 | |||||||
$ | 59,018 | $ | 55,339 | ||||||
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan |
We offer the GP Retirement Savings Plan (the “Plan”) to our employees. Eligible employees are automatically enrolled unless they elect to not participate in the Plan, and contributions begin as soon as administratively feasible after enrollment. The Plan permits pre-tax contributions to the Plan by participants pursuant to Section 401(k) of the Internal Revenue Code (IRC). We make matching contributions at our discretion. In 2014, 2013 and 2012, we contributed 90,876, 84,333, and 107,728 shares, respectively, of our common stock directly to the Plan with a value of approximately $2.5 million, $2.0 million and $1.8 million, respectively. In addition, we contributed cash, net of forfeitures, to the Plan for matching contributions of $0.2 million for the year ended December 31, 2013 and $0.2 million for the year ended December 31, 2012. For the years ended December 31, 2014, 2013 and 2012, we recognized total compensation expense of $2.5 million, $2.2 million and $2.0 million, respectively, in the consolidated statements of operations for matching contributions to the Plan. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
The components of income before income taxes and income tax expense for the years ended December 31, 2014, 2013 and 2012 are as follows (in thousands): | |||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Income before income taxes: | |||||||||||||
Domestic | $ | 38,359 | $ | 31,738 | $ | 27,827 | |||||||
Foreign | 4,464 | 6,750 | 7,975 | ||||||||||
Total income before income taxes | $ | 42,823 | $ | 38,488 | $ | 35,802 | |||||||
Income tax expense (benefit): | |||||||||||||
Current: | |||||||||||||
Federal | $ | 11,799 | $ | 10,348 | $ | 7,846 | |||||||
State and local | 2,600 | 2,130 | 1,653 | ||||||||||
Foreign | 1,439 | 2,539 | 2,899 | ||||||||||
Total current | 15,838 | 15,017 | 12,398 | ||||||||||
Deferred: | |||||||||||||
Federal | (9 | ) | 226 | 856 | |||||||||
State and local | (23 | ) | 159 | 236 | |||||||||
Foreign | (81 | ) | (670 | ) | (376 | ) | |||||||
Total deferred | (113 | ) | (285 | ) | 716 | ||||||||
Total income tax expense | $ | 15,725 | $ | 14,732 | $ | 13,114 | |||||||
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before income taxes. The sources and tax effects of the differences are as follows: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal income tax rate | 35 | % | 35 | % | 35 | % | |||||||
State and local taxes net of federal benefit | 4.3 | 3.9 | 3.4 | ||||||||||
Domestic production deduction | (3.7 | ) | — | — | |||||||||
Foreign tax rate differential | (0.2 | ) | (1.4 | ) | (0.1 | ) | |||||||
Permanent differences | 2 | 1.5 | 1.9 | ||||||||||
Reduction of uncertain tax position liabilities | — | — | (4.5 | ) | |||||||||
Other | (0.7 | ) | (0.7 | ) | 0.9 | ||||||||
Effective tax rate | 36.7 | % | 38.3 | % | 36.6 | % | |||||||
The decrease in the effective income tax rate during 2014 compared to 2013 is primarily due to an increase in benefits from the Domestic Production Deduction available under Internal Revenue Code (IRC) Section 199 which was not taken in previous years. During the third and fourth quarters of 2014, we completed a study to determine the Company's qualifying activities under IRC Section 199. As a result, we recorded income tax benefits totaling $0.9 million resulting from a claim for the Domestic Production Deduction on our 2013 U.S. Federal income tax return, and similar claims we expect to make for tax years 2011 and 2012. | |||||||||||||
Uncertain Tax Positions | |||||||||||||
As of December 31, 2014 and 2013, we had no uncertain tax positions reflected on our consolidated balance sheet. In 2012, we recognized an income tax benefit of $1.6 million on the reduction of an uncertain tax position liability relating to a prior tax deduction that is now outside the applicable statute of limitations. The income tax benefit included a $1.4 million reduction in the uncertain tax position liability and the reversal of $0.2 million of accrued interest and penalties. | |||||||||||||
We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. For the years ended December 31, 2014, 2013 and 2012, we recognized $0, $0 and $(0.2) million, respectively, of interest expense (income) related to these tax positions which is reflected within income tax expense in the consolidated statements of operations. The Company files income tax returns in U.S. federal, state and local jurisdictions, and various non-U.S. jurisdictions, and is subject to audit by tax authorities in those jurisdictions. Tax years 2010 through 2013 remain open to examination by these tax jurisdictions, and earlier years remain open to examination in certain of these jurisdictions which have longer statutes of limitations. | |||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest, is as follows (in thousands): | |||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Unrecognized tax benefits at beginning of the year | $ | — | $ | — | $ | 1,418 | |||||||
Additions related to current year tax positions | — | — | — | ||||||||||
Additions related to prior year tax positions | — | — | — | ||||||||||
Settlements | — | — | — | ||||||||||
Reductions due to lapse of statute of limitations | — | — | (1,418 | ) | |||||||||
Unrecognized tax benefits at end of the year | $ | — | $ | — | $ | — | |||||||
Deferred Income Taxes | |||||||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Significant components of the our deferred tax assets and liabilities are as follows (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Allowance for doubtful accounts | $ | 704 | $ | 508 | |||||||||
Accrued liabilities and other | 1,882 | 1,787 | |||||||||||
Stock-based compensation expense | 391 | 629 | |||||||||||
Net federal, state and foreign operating loss carryforwards | 1,375 | 922 | |||||||||||
Deferred tax assets | 4,352 | 3,846 | |||||||||||
Valuation allowance on deferred tax assets | (1,247 | ) | (584 | ) | |||||||||
Deferred tax liabilities: | |||||||||||||
Intangible assets, property and equipment, principally | 7,939 | 7,677 | |||||||||||
due to difference in depreciation and amortization | |||||||||||||
Net deferred tax liabilities | $ | (4,834 | ) | $ | (4,415 | ) | |||||||
As of December 31, 2014, we had foreign net operating loss carryforwards of $6.2 million for tax purposes, which will be available to offset future taxable income. If not used, these carryforwards will expire beginning in 2018. | |||||||||||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets may not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon these factors, management placed a valuation allowance of $1.2 million and $0.6 million as of December 31, 2014 and 2013, respectively, against certain deferred tax assets, including net operating loss carryforwards, due to the uncertainty of future profitability in foreign jurisdictions. Management believes it is more likely than not that the Company will realize the benefits of the remaining deferred tax assets. | |||||||||||||
Foreign Income | |||||||||||||
As of December 31, 2014, we had approximately $25.2 million of accumulated undistributed earnings generated by our foreign subsidiaries. No provision has been made for income taxes that would be payable upon the distribution of such earnings since we intend to permanently reinvest these earnings. If these earnings were distributed in the form of dividends or otherwise, the distributions would be subject to U.S. federal income tax at the statutory rate of 35 percent, less foreign tax credits available to offset such distributions, if any. In addition, such distributions may be subject to withholding taxes in the various tax jurisdictions. Determination of the deferred income tax liability on undistributed earnings is not practicable due the complexities associated with calculating a liability which is dependent on future circumstances existing if and when a distribution occurs. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||||
Our shareholders approved the 2011 Stock Incentive Plan (the “2011 Plan”) at our Annual Meeting of Shareholders in December 2011. The 2011 Plan replaced the 1973 Non-Qualified Stock Option Plan, as amended, and the 2003 Incentive Stock Plan (the “Prior Plans”). No new awards will be made under the Prior Plans and outstanding awards will remain outstanding under the Prior Plans until settled. Under the 2011 Plan, we may grant awards of non-qualified stock options, incentive stock options, restricted stock, stock units, performance shares, performance units and other incentives payable in cash or in shares of our common stock to officers, employees or members of the Board of Directors. We are authorized to grant an aggregate of 1,355,764 shares under the 2011 Plan. As of December 31, 2014, there were 973,588 available shares for issuance of future grants of awards under the 2011 Plan. As of December 31, 2014, there were 185,450 shares representing outstanding awards under the Prior Plans and 306,784 shares representing outstanding awards under the 2011 Plan. We may issue new shares or use shares held in treasury to deliver shares to employees for our equity grants or upon exercise of non-qualified stock options. | |||||||||||||
The following table summarizes the pre-tax stock-based compensation expense included in reported net income (in thousands): | |||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cost of revenue | $ | 1,609 | $ | 1,163 | $ | 1,294 | |||||||
Selling, general and administrative expenses | 519 | 465 | 497 | ||||||||||
Total stock-based compensation expense | $ | 2,128 | $ | 1,628 | $ | 1,791 | |||||||
We recognized a deferred income tax benefit of $0.7 million, $0.5 million and $0.6 million, respectively, during the years ended December 31, 2014, 2013, and 2012 associated with the compensation expense recognized in our consolidated financial statements. As of December 31, 2014, we had non-qualified stock options and restricted stock units outstanding under these plans as discussed below. | |||||||||||||
Non-Qualified Stock Options | |||||||||||||
Non-qualified stock options are granted with an exercise price not less than the fair market value of our common stock at the date of grant, vest over a period up to ten years, and expire at various terms up to ten years from the date of grant. | |||||||||||||
Summarized information for our non-qualified stock options is as follows: | |||||||||||||
Stock Options | Number of | Weighted | Weighted | Aggregate | |||||||||
options | average | average | intrinsic | ||||||||||
exercise price | remaining | value | |||||||||||
contractual | |||||||||||||
term | |||||||||||||
Outstanding at December 31, 2013 | 569,300 | $ | 9.41 | ||||||||||
Granted | — | — | |||||||||||
Exercised | (337,150 | ) | 7.91 | ||||||||||
Forfeited | (3,000 | ) | 15.25 | ||||||||||
Expired | — | — | |||||||||||
Outstanding at December 31, 2014 | 229,150 | $ | 11.54 | 1.86 | $5,132,000 | ||||||||
Stock options expected to vest | 220,250 | $ | 11.49 | 1.84 | $4,943,000 | ||||||||
Exercisable at December 31, 2014 | 61,850 | $ | 13.99 | 2.29 | $1,233,000 | ||||||||
Summarized weighted average information for non-qualified stock options granted to certain key personnel during the year ended December 31, 2012 is as follows (no stock options were granted during the years ended December 31, 2014 and 2013): | |||||||||||||
2012 | |||||||||||||
Number of options granted | 54,500 | ||||||||||||
Exercise price | $ | 17.57 | |||||||||||
Vesting term | 4.5 years | ||||||||||||
Contractual term | 5.5 years | ||||||||||||
Grant-date fair value | $ | 6.8 | |||||||||||
Black-Scholes assumptions: | |||||||||||||
Expected term | 4.2 years | ||||||||||||
Expected stock price volatility | 48.3 | % | |||||||||||
Risk-free interest rate | 0.61 | % | |||||||||||
Expected dividend yield | — | ||||||||||||
As of December 31, 2014, we had approximately $0.3 million of unrecognized compensation cost related to the unvested portion of outstanding stock options to be recognized on a straight-line basis over a weighted average remaining service period of approximately 1.5 years. | |||||||||||||
We received cash for the exercise price associated with stock options exercised of $0.1 million, $0.1 million, and $0.3 million during the years ended December 31, 2014, 2013 and 2012, respectively. During the years ended December 31, 2014 ,2013, and 2012 we settled 327,100, 44,800, and 782,980 outstanding stock options, respectively, held by our employees by issuing 140,544, 17,048 and 214,624 fully vested shares, respectively, which represented the fair value of those stock options upon settlement, net of required income tax withholdings. The total intrinsic value realized by participants on stock options exercised and/or settled was $7.0 million, $0.7 million and $6.5 million during the years ended December 31, 2014, 2013 and 2012, respectively. During the years ended December 31, 2014, 2013 and 2012, we realized income tax benefits of $2.5 million, $0.4 million and $2.0 million, respectively, related to stock option exercises and restricted stock vesting, which are reflected as an increase to additional paid-in capital on the consolidated statements of stockholders’ equity. | |||||||||||||
Restricted Stock Units | |||||||||||||
In addition to stock options, we issue restricted stock units to key employees and members of the Board of Directors based on meeting certain service goals. The stock units vest to the recipients at various dates, up to five years, based on fulfilling service requirements. We recognize the value of the market price of the underlying stock on the date of grant to compensation expense over the requisite service period. Upon vesting, the stock units are settled in shares of our common stock. Summarized share information for our restricted stock units is as follows: | |||||||||||||
Year ended | Weighted | ||||||||||||
December 31, | average | ||||||||||||
2014 | grant date | ||||||||||||
fair value | |||||||||||||
(In shares) | (In dollars) | ||||||||||||
Outstanding and unvested, beginning of period | 244,031 | $ | 22.17 | ||||||||||
Granted | 81,013 | 30.61 | |||||||||||
Vested | (58,864 | ) | 21.28 | ||||||||||
Forfeited | (3,096 | ) | 19.28 | ||||||||||
Outstanding and unvested, end of period | 263,084 | $ | 25 | ||||||||||
Restricted stock units expected to vest | 250,823 | $ | 25.11 | ||||||||||
The total intrinsic value realized by participants upon the vesting of restricted stock units was $1.6 million, $1.2 million and $1.7 million during the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, we had unrecognized compensation cost of $5.8 million related to the unvested portion of our outstanding restricted stock units to be recognized over a weighted average remaining service period of 3.5 years. |
Common_Stock
Common Stock | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | Common Stock |
The holders of common stock are entitled to one vote per share. As of December 31, 2014, there were 17,149,129 shares of common stock issued and outstanding. In addition, as of December 31, 2014, there were 492,234 shares reserved for issuance under outstanding equity compensation awards such as stock options and restricted stock units and an additional 973,588 shares available for issuance for future grants of awards under the 2011 Plan. | |
Share Repurchase - Modified "Dutch auction" Tender Offer | |
On September 2, 2014, we announced the commencement of a modified "Dutch auction" tender offer to repurchase for cash shares of our common stock up to an aggregate purchase price of $80 million within the range of $26.00 to $29.00 per share. The tender offer expired at 12:00 midnight, New York City time, on September 29, 2014 resulting in the Company accepting for payment an aggregate of 2,127,706 shares of GP Strategies Corporation common stock at a purchase price of $29.00 per share, for an aggregate cost of approximately $61.7 million, excluding fees and expenses relating to the tender offer. We incurred costs of $1.2 million in connection with the tender offer. The total amount of shares purchased in the tender offer represented approximately 11.1% of our issued and outstanding shares as of September 29, 2014. The transaction closed on October 3, 2014 at which time we transferred the funds for the repurchase. To fund the share repurchase, we used borrowings under an amended Credit Agreement which is discussed in more detail in Note 5. As a result of the final outcome of the tender offer, we had approximately 17,086,145 common shares issued and outstanding as of October 3, 2014. | |
Stock Repurchase Program | |
We have a share repurchase program under which we may repurchase shares of our common stock from time to time in the open market, subject to prevailing business and market conditions and other factors. During the years ended December 31, 2014, 2013 and 2012, we repurchased approximately 147,000, 67,000 and 180,000 shares, respectively, of our common stock in the open market for a total cost of approximately $3.7 million, $1.7 million and $3.4 million, respectively. As of December 31, 2014, there was approximately $0.6 million available for future repurchases under the buyback program. There is no expiration date for the repurchase program. | |
Securities Purchase Agreement | |
On December 30, 2009, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single accredited investor, Sagard Capital Partners, L.P. (“Sagard”), pursuant to which we sold to Sagard, in a private placement, an aggregate of 2,857,143 shares (the “Shares”) of our common stock, par value $0.01, at a price of $7.00 per share (the “Offering”), for an aggregate purchase price of $20.0 million. The Offering closed on December 30, 2009. The Purchase Agreement prohibits Sagard from acquiring beneficial ownership of more than 23% of our common stock (calculated on a fully diluted basis). As of December 31, 2014, Sagard beneficially owned 3,514,274 shares or 20.5% of our outstanding common stock. | |
In connection with the Offering, on December 30, 2009, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Sagard. Pursuant to the Registration Rights Agreement, we agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) no later than September 30, 2010 for purposes of registering the resale of the Shares and any shares of common stock issued pursuant to the preemptive rights under Section 4(l) of the Purchase Agreement (or any shares of common stock issuable upon exercise, conversion or exchange of securities issued pursuant to the preemptive rights). We agreed to use our reasonable best efforts to cause this registration statement to be declared effective by the SEC no later than December 30, 2010. If we failed to meet either of these deadlines, fail to meet filing or effectiveness deadlines with respect to any additional registration statements required by the Registration Rights Agreement, or fail to keep any registration statements continuously effective (with limited exceptions), we will be obligated to pay to the holders of the Shares liquidated damages in the amount of 1% of the purchase price for the Shares per month, up to a maximum of $2.4 million. We also agreed, among other things, to indemnify the selling holders under the registration statements from certain liabilities and to pay all fees and expenses (excluding underwriting discounts and selling commissions and all legal fees of the selling holders in excess of $25,000) incident to our obligations under the Registration Rights Agreement. We filed the registration statement with the SEC on September 27, 2010 and it was declared effective by the SEC on October 8, 2010. |
Business_Segments
Business Segments | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Business Segments | Business Segments | ||||||||||||
As of December 31, 2014, we operated through five reportable business segments: (i) Learning Solutions, (ii) Professional & Technical Services, (iii) Sandy Training & Marketing, (iv) Performance Readiness Solutions, and (v) Energy Services. Our Learning Solutions segment represents an aggregation of two operating groups in accordance with the aggregation criteria in U.S. GAAP, while all of the other reportable segments each represent one operating group. We are organized by operating group primarily based upon the markets served by each group and/or the services performed. Each operating group consists of business units which are focused on providing specific products and services to certain classes of customers or within targeted markets. Marketing and communications, accounting, finance, legal, human resources, information systems and other administrative services are organized at the corporate level. Business development and sales resources are aligned with operating groups to support existing customer accounts and new customer development. | |||||||||||||
Further information regarding our business segments is discussed below. | |||||||||||||
Learning Solutions. The Learning Solutions segment delivers training, curriculum design and development, e-Learning services, system hosting, training business process outsourcing and consulting services globally. This segment also offers organizational performance solutions including leadership training and employee engagement tools and services. This segment serves large companies in the electronics and semiconductors, healthcare, software, financial services and other industries as well as government agencies. The ability to deliver a wide range of training services on a global basis allows this segment to take over the entire learning function for the client, including their training personnel. | |||||||||||||
Professional & Technical Services. This segment has over four decades of experience providing training, consulting, engineering and technical services, including lean consulting, emergency preparedness, safety and regulatory compliance, chemical demilitarization and environmental services primarily to large companies in the manufacturing, steel, pharmaceutical and petrochemical industries, federal and state government agencies and large government contractors. | |||||||||||||
Sandy Training & Marketing. The Sandy Training & Marketing segment provides custom product sales training and has been a leader in serving manufacturing customers in the U.S. automotive industry for over 30 years. Sandy provides custom product sales training designed to better educate customer sales forces with respect to new vehicle features and designs, in effect rapidly increasing the sales force knowledge base and enabling them to address detailed customer queries. Furthermore, Sandy helps our clients assess their customer relationship marketing strategy and connect with their customers on a one-to-one basis. This segment also provides technical training services to automotive manufacturers as well as customers in other industries. | |||||||||||||
Performance Readiness Solutions. This segment provides performance consulting and technology consulting services, including platform adoption, end-user training, change management, knowledge management, customer product training outsourcing and sales enablement solutions in industries such as manufacturing, aerospace, healthcare, life sciences, consumer products, financial, telecommunications, services and higher education as well as the public sector. | |||||||||||||
Energy Services. The Energy Services segment provides engineering services, products and training primarily to electric power generators. Our proprietary EtaPRO™ Performance and Condition Monitoring System provides a suite of real-time software solutions for power generation facilities and is installed on power generating units across the world. In addition to providing custom training solutions, this segment provides web-based training through our GPiLearn™ portal, which offers a variety of courses to power plant personnel in the U.S. and other countries. This segment also provides services to users of alternative fuels, including designing and constructing liquefied natural gas (LNG), liquid to compressed natural gas (LCNG) and hydrogen fueling stations, as well as supplying equipment. | |||||||||||||
We do not allocate the following items to the segments: other income, interest expense, gain (loss) on change in fair value of contingent consideration and income tax expense. Inter-segment revenue is eliminated in consolidation and is not significant. | |||||||||||||
The following table sets forth the revenue and operating results attributable to each reportable segment and includes a reconciliation of segment revenue to consolidated revenue and operating results to consolidated income before income tax expense (in thousands): | |||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenue: | |||||||||||||
Learning Solutions | $ | 241,344 | $ | 189,899 | $ | 158,118 | |||||||
Professional & Technical Services | 79,574 | 72,577 | 82,447 | ||||||||||
Sandy Training & Marketing | 67,694 | 70,699 | 70,243 | ||||||||||
Performance Readiness Solutions | 50,924 | 53,882 | 55,794 | ||||||||||
Energy Services | 62,331 | 49,632 | 34,970 | ||||||||||
$ | 501,867 | $ | 436,689 | $ | 401,572 | ||||||||
Operating income: | |||||||||||||
Learning Solutions | $ | 12,721 | $ | 15,210 | $ | 15,927 | |||||||
Professional & Technical Services | 8,905 | 5,810 | 6,868 | ||||||||||
Sandy Training & Marketing | 4,729 | 4,672 | 4,897 | ||||||||||
Performance Readiness Solutions | 3,064 | 2,688 | 2,548 | ||||||||||
Energy Services | 13,048 | 8,296 | 6,231 | ||||||||||
Gain (loss) on change in fair value of | 1,392 | 1,676 | (789 | ) | |||||||||
contingent consideration, net | |||||||||||||
Operating income | 43,859 | 38,352 | 35,682 | ||||||||||
Interest expense | (833 | ) | (366 | ) | (269 | ) | |||||||
Other income (expense) | (203 | ) | 502 | 389 | |||||||||
Income before income tax expense | $ | 42,823 | $ | 38,488 | $ | 35,802 | |||||||
Additional information relating to our business segments is as follows (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Identifiable assets: | |||||||||||||
Learning Solutions | $ | 174,264 | $ | 139,744 | |||||||||
Professional & Technical Services | 63,819 | 64,292 | |||||||||||
Sandy Training & Marketing | 18,775 | 21,812 | |||||||||||
Performance Readiness Solutions | 23,186 | 26,500 | |||||||||||
Energy Services | 25,408 | 27,808 | |||||||||||
Total assets | $ | 305,452 | $ | 280,156 | |||||||||
Corporate and other assets which consist primarily of cash and cash equivalents, other assets, and deferred tax assets and liabilities are allocated to the segments based on their respective percentage of consolidated revenues. | |||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Additions to property, plant and equipment: | |||||||||||||
Learning Solutions | $ | 1,987 | $ | 2,788 | $ | 1,149 | |||||||
Professional & Technical Services | 291 | 233 | 84 | ||||||||||
Sandy Training & Marketing | 8 | 11 | 38 | ||||||||||
Performance Readiness Solutions | 44 | 553 | 61 | ||||||||||
Energy Services | 144 | 352 | 273 | ||||||||||
Corporate and other | 283 | 2,777 | 931 | ||||||||||
$ | 2,757 | $ | 6,714 | $ | 2,536 | ||||||||
Depreciation and amortization: | |||||||||||||
Learning Solutions | $ | 6,856 | $ | 4,990 | $ | 3,411 | |||||||
Professional & Technical Services | 738 | 715 | 668 | ||||||||||
Sandy Training & Marketing | 427 | 427 | 428 | ||||||||||
Performance Readiness Solutions | 619 | 778 | 1,102 | ||||||||||
Energy Services | 575 | 393 | 511 | ||||||||||
Corporate and other | 543 | 1,314 | 1,851 | ||||||||||
$ | 9,758 | $ | 8,617 | $ | 7,971 | ||||||||
Information about our revenue in different geographic regions, which are attributable to our wholly owned subsidiaries located primarily in the United States, United Kingdom and other countries is as follows (in thousands): | |||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 380,052 | $ | 347,251 | $ | 323,867 | |||||||
United Kingdom | 83,652 | 65,578 | 61,102 | ||||||||||
Other | 38,163 | 23,860 | 16,603 | ||||||||||
$ | 501,867 | $ | 436,689 | $ | 401,572 | ||||||||
Information about our total assets in different geographic regions is as follows (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
United States | $ | 183,623 | $ | 194,285 | |||||||||
United Kingdom | 68,285 | 56,481 | |||||||||||
Other | 53,544 | 29,390 | |||||||||||
$ | 305,452 | $ | 280,156 | ||||||||||
Commitments_Guarantees_and_Con
Commitments, Guarantees, and Contingencies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
Commitments, Guarantees, and Contingencies | Commitments, Guarantees, and Contingencies | ||||||||||||
Commitments | |||||||||||||
Operating Leases | |||||||||||||
We have various noncancelable leases for real property and machinery and equipment. Such leases expire at various dates with, in some cases, options to extend their terms. | |||||||||||||
Minimum rentals under long-term operating leases are as follows (in thousands): | |||||||||||||
Fiscal year ending: | Real | Machinery and | Total | ||||||||||
property | equipment | ||||||||||||
2015 | $ | 6,576 | $ | 1,315 | $ | 7,891 | |||||||
2016 | 5,663 | 586 | 6,249 | ||||||||||
2017 | 4,921 | 198 | 5,119 | ||||||||||
2018 | 3,246 | 17 | 3,263 | ||||||||||
2019 | 2,320 | 2 | 2,322 | ||||||||||
Thereafter | 12,370 | 1 | 12,371 | ||||||||||
Total | $ | 35,096 | $ | 2,119 | $ | 37,215 | |||||||
Certain of the leases contain provisions for rent escalation based primarily on increases in a specified Consumer Price Index, real estate taxes and operating costs incurred by the lessor. Rent expense was approximately $9.8 million, $8.5 million and $6.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
Other | |||||||||||||
As of December 31, 2014, we had six outstanding letters of credit totaling $0.9 million, which expire in 2015 through 2018. In addition, we have one outstanding performance bond for $0.6 million for construction contract scheduled to be completed in 2015. |
Quarterly_Information_unaudite
Quarterly Information (unaudited) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Quarterly Information (unaudited) | Quarterly Information (unaudited) | ||||||||||||||||||||
Our quarterly financial information has not been audited but, in management’s opinion, includes all adjustments necessary for a fair presentation. | |||||||||||||||||||||
(In thousands) | Three months ended | Year ended | |||||||||||||||||||
2014 | March 31 | June 30 | September 30 | December 31 | December 31 | ||||||||||||||||
Revenue | $ | 117,880 | $ | 134,918 | $ | 123,869 | $ | 125,200 | $ | 501,867 | |||||||||||
Gross profit | 18,355 | 24,767 | 22,518 | 23,935 | 89,575 | ||||||||||||||||
Net income | 4,317 | 8,113 | 7,244 | 7,424 | 27,098 | ||||||||||||||||
Earnings per share: | |||||||||||||||||||||
Basic | $ | 0.23 | $ | 0.42 | $ | 0.38 | $ | 0.43 | $ | 1.45 | |||||||||||
Diluted | $ | 0.22 | $ | 0.42 | $ | 0.37 | $ | 0.43 | $ | 1.43 | |||||||||||
2013 | |||||||||||||||||||||
Revenue | $ | 101,373 | $ | 104,899 | $ | 113,197 | $ | 117,220 | $ | 436,689 | |||||||||||
Gross profit | 16,181 | 18,395 | 20,061 | 21,628 | 76,265 | ||||||||||||||||
Net income | 4,925 | 5,247 | 6,143 | 7,441 | 23,756 | ||||||||||||||||
Earnings per share: | |||||||||||||||||||||
Basic | $ | 0.26 | $ | 0.27 | $ | 0.32 | $ | 0.39 | $ | 1.24 | |||||||||||
Diluted | $ | 0.26 | $ | 0.27 | $ | 0.32 | $ | 0.38 | $ | 1.23 | |||||||||||
The sum of the quarterly earnings per share amounts may not equal the total for the year due to the effects of rounding and dilution as a result of issuing common shares during the year. |
Description_of_Business_and_Si1
Description of Business and Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Business | Business | ||||||||||||
GP Strategies Corporation is a global performance improvement solutions provider of training, e-Learning solutions, management consulting and engineering services. References in this report to “GP Strategies,” the “Company,” “we” and “our” are to GP Strategies Corporation and its subsidiaries, collectively. | |||||||||||||
FASB Codification | FASB Codification | ||||||||||||
We follow generally accepted accounting principles (“GAAP”) set by the Financial Accounting Standards Board (“FASB”). References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, sometimes referred to as ASC. | |||||||||||||
Basis of Consolidation | Basis of Consolidation | ||||||||||||
The consolidated financial statements include the operations of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. | |||||||||||||
Significant Customers and Concentration of Credit Risk | Significant Customers & Concentration of Credit Risk | ||||||||||||
We have a market concentration of revenue in the automotive sector. Revenue from the automotive industry accounted for approximately 14%, 16% and 17% of our consolidated revenue for the years ended December 31, 2014, 2013 and 2012, respectively. Beginning in 2013, we also have a market concentration in the financial and insurance sector. Revenue from the financial and insurance industry accounted for approximately 18% and 11% of our consolidated revenue for the years ended December 31, 2014 and 2013, respectively. As in prior years, we also had a concentration of revenue from the United States government. For the years ended December 31, 2014, 2013 and 2012, sales to the United States government and its agencies represented approximately 9%, 10% and 12%, respectively, of our consolidated revenue. Revenue was derived from many separate contracts with a variety of government agencies that are regarded by us as separate customers. No single customer accounted for more than 10% of our consolidated revenue in 2014. As of December 31, 2014, billed and unbilled accounts receivable from a single financial services customer totaled $22.9 million, or 17.6%, of our consolidated accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts balances. | |||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||
Cash and cash equivalents consist of short-term highly liquid investments with original maturities of three months or less. Outstanding checks which have been issued but not presented to the banks for payment in excess of amounts on deposit may create negative book cash balances. We transfer cash on an as-needed basis to fund these items as they clear the bank in subsequent periods. Such negative cash balances are included in accounts payable and accrued expenses and totaled $4.8 million and $5.3 million as of December 31, 2014 and 2013, respectively. Changes in negative book cash balances from period to period are reported as a financing activity in the consolidated statement of cash flows. | |||||||||||||
Allowance for Doubtful Accounts Receivable | Allowance for Doubtful Accounts Receivable | ||||||||||||
Trade accounts receivable are recorded at invoiced amounts. We evaluate the collectability of trade accounts receivable based on a combination of factors. When we are aware that a specific customer may be unable to meet its financial obligations to us, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position, we evaluate the need to record a specific reserve for bad debt to reduce the related receivable to the amount we reasonably believe is collectible. We also record reserves for bad debt for all other customers based on a variety of factors, including the length of time the receivables are past due, historical collection experience and trends of past due accounts, write-offs and specific identification and review of past due accounts. Actual collections of trade receivables could differ from management’s estimates due to changes in future economic or industry conditions or specific customers’ financial conditions. | |||||||||||||
Activity in our allowance for doubtful accounts was comprised of the following for the periods indicated: | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands) | |||||||||||||
Beginning balance | $ | 1,405 | $ | 1,756 | $ | 1,015 | |||||||
Additions | 670 | 121 | 782 | ||||||||||
Deductions | (128 | ) | (472 | ) | (41 | ) | |||||||
Ending balance | $ | 1,947 | $ | 1,405 | $ | 1,756 | |||||||
Foreign Currency Translation | Foreign Currency Translation | ||||||||||||
The functional currency of our international operations is the respective local currency. The translation of the foreign currency into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rates prevailing during the year. The unrealized gains and losses resulting from such translation are included as a component of comprehensive income. Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “Other income (expense) on our Consolidated Statements of Operations. | |||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||
We provide services under time-and-materials, cost-reimbursable, and fixed price (including fixed-fee per transaction) contracts to both government and commercial customers. Each contract has different terms based on the scope, deliverables and complexity of the engagement, requiring us to make judgments and estimates about recognizing revenue. Revenue is recognized as services are performed. | |||||||||||||
Under time-and-materials contracts, as well as certain government cost-reimbursable and certain fixed price contracts, the contractual billing schedules are based on the specified level of resources we are obligated to provide. As a result, for these “level-of-effort” contracts, the contractual billing amount for the period is a measure of performance and, therefore, revenue is recognized in that amount. | |||||||||||||
Revenue under government fixed price contracts is recognized using the percentage-of-completion method. Under the percentage-of-completion method, management estimates the percentage-of-completion based upon costs incurred as a percentage of the total estimated costs. | |||||||||||||
For commercial fixed price contracts which typically involve a discrete project, such as development of training content and materials, design of training processes, software implementation, or engineering projects, the contractual billing schedules are not based on the specified level of resources we are obligated to provide. These discrete projects generally do not contain milestones or other reliable measures of performance. As a result, revenue on these arrangements is recognized using a percentage-of-completion method based on the relationship of costs incurred to total estimated costs expected to be incurred over the term of the contract. We believe this methodology is a reasonable measure of proportional performance since performance primarily involves personnel costs and services provided to the customer throughout the course of the projects through regular communications of progress toward completion and other project deliverables. In addition, the customer typically is required to pay us for the proportionate amount of work and cost incurred in the event of contract termination. | |||||||||||||
When total direct cost estimates exceed revenues, the estimated losses are recognized immediately. The use of the percentage-of-completion method requires significant judgment relative to estimating total contract costs, including assumptions relative to the length of time to complete the project, the nature and complexity of the work to be performed, and anticipated changes in estimated salaries and other costs. Estimates of total contract costs are continuously monitored during the term of the contract, and recorded revenues and costs are subject to revision as the contract progresses. When revisions in estimated contract revenues and costs are determined, such adjustments are recorded in the period in which they are first identified. | |||||||||||||
For certain commercial fixed-fee per transaction contracts, such as providing training courses, revenue is recognized during the period in which services are delivered in accordance with the pricing outlined in the contracts. | |||||||||||||
For certain fixed-fee per transaction and fixed price contracts in which the output of the arrangement is measurable, such as for the shipping of publications and print materials, revenue is recognized when the deliverable is met and the product is delivered based on the output method of performance. The customer is required to pay for the cost incurred in the event of contract termination. | |||||||||||||
Certain of our fixed price commercial contracts contain revenue arrangements with multiple deliverables. Revenue arrangements with multiple deliverables are evaluated to determine if the deliverables can be divided into more than one unit of accounting. For contracts determined to have more than one unit of accounting, we recognize revenue for each deliverable based on the revenue recognition policies discussed above. Within each multiple deliverable project, there is objective and reliable fair value across all units of the arrangement, as discounts are not offered or applied to one deliverable versus another, and the rates bid across all deliverables are consistent. | |||||||||||||
As part of our on-going operations to provide services to our customers, incidental expenses, which are commonly referred to as “out-of-pocket” expenses, are billed to customers, either directly as a pass-through cost or indirectly as a cost estimated in proposing on fixed price contracts. Out-of-pocket expenses include expenses such as airfare, mileage, hotel stays, out-of-town meals and telecommunication charges. Our policy provides for these expenses to be recorded as both revenue and direct cost of services. | |||||||||||||
In connection with the delivery of products, primarily for publications delivered by our Sandy Training & Marketing segment, we incur shipping and handling costs which are billed to customers directly as a pass-through cost. Our policy provides for these expenses to be recorded as both revenue and direct cost of revenue. | |||||||||||||
Contract Related Assets and Liabilities | Contract Related Assets and Liabilities | ||||||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts in the accompanying consolidated balance sheets represent unbilled amounts earned and reimbursable under contracts in progress. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of milestones or completion of the project. Generally, such unbilled amounts will be billed and collected over the next twelve months. | |||||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts in the accompanying consolidated balance sheets represent advanced billings to clients on contracts in advance of work performed. Generally, such amounts will be earned and recognized in revenue over the next twelve months. | |||||||||||||
Comprehensive Income | Comprehensive Income | ||||||||||||
Comprehensive income consists of net income and foreign currency translation adjustments. | |||||||||||||
Other Current Assets | Other Current Assets | ||||||||||||
Prepaid expenses and other current assets on our consolidated balance sheet include prepaid expenditures for goods or services before the goods are used or the services are received, inventories and work in progress on customer contracts. Prepaid expenses are charged to expense in the periods the benefits are realized. Inventories are stated at lower of cost or market. Provision is made to reduce excess and obsolete inventories to their estimated net realizable value. | |||||||||||||
Property, Plant and Equipment | Property, Plant and Equipment | ||||||||||||
Property, plant and equipment are carried at cost (or fair value at acquisition date for assets obtained through business combinations). Major additions and improvements are capitalized, while maintenance and repairs which do not extend the lives of the assets are expensed as incurred. Gain or loss on the disposition of property, plant and equipment is recognized in operations when realized. | |||||||||||||
Depreciation of property, plant and equipment is recognized on a straight-line basis over the following estimated useful lives: | |||||||||||||
Class of assets | Useful life | ||||||||||||
Buildings and improvements | 5 to 40 years | ||||||||||||
Machinery, equipment, and furniture and fixtures | 3 to 10 years | ||||||||||||
Leasehold improvements | Shorter of asset life or term of lease | ||||||||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | ||||||||||||
Long-lived assets, such as property, plant, and equipment, and intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized at the amount by which the carrying amount of the asset exceeds the fair value of the asset. Impairment of long-lived assets is assessed at the lowest level for which there are identifiable cash flows that are independent from other groups of assets. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. | |||||||||||||
Goodwill and Intangible Assets | Goodwill and Intangible Assets | ||||||||||||
Our intangible assets include amounts recognized in connection with acquisitions, including customer relationships, technology, intellectual property and tradenames. Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. Except for goodwill, we do not have any intangible assets with indefinite useful lives. | |||||||||||||
Goodwill represents the excess of costs over fair value of assets of businesses acquired. We review our goodwill for impairment annually as of December 31 and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. We test goodwill at the reporting unit level. | |||||||||||||
Accounting Standards Update (“ASU”) 2011-08, Testing Goodwill for Impairment (“ASU 2011-08”) permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Under ASU 2011-08, an entity is not required to perform step one of the goodwill impairment test for a reporting unit if it is more likely than not that its fair value is greater than its carrying amount. For our annual goodwill impairment tests as of December 31, 2014 and 2013, we performed a qualitative assessment as permitted by ASU 2011-08 for all of our reporting units and determined that it was more likely than not that the fair values of each of our reporting units exceeded their respective carrying values. | |||||||||||||
If it is determined as a result of the qualitative assessment permitted by ASU 2011-8, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a two-step impairment test is required. In the first step, we compare the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and we are not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then we must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit's goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit’s assets and liabilities in a manner similar to a purchase price allocation, with any residual fair value allocated to goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then we record an impairment loss equal to the difference. | |||||||||||||
Under the two-step impairment test, we determine the fair value of our reporting units using both an income approach and a market approach, and weigh both approaches to determine the fair value of each reporting unit. Under the income approach, we perform a discounted cash flow analysis which incorporates management’s cash flow projections over a five-year period and a terminal value is calculated by applying a capitalization rate to terminal year projections based on an estimated long-term growth rate. The five-year projected cash flows and calculated terminal value are discounted using a weighted average cost of capital (“WACC”) which takes into account the costs of debt and equity. The cost of equity is based on the risk-free interest rate, equity risk premium, industry and size equity premiums and any additional market equity risk premiums as deemed appropriate for each reporting unit. To arrive at a fair value for each reporting unit, the terminal value is discounted by the WACC and added to the present value of the estimated cash flows over the discrete five-year period. There are a number of other variables which impact the projected cash flows, such as expected revenue growth and profitability levels, working capital requirements, capital expenditures and related depreciation and amortization. Under the market approach, we perform a comparable public company analysis and apply revenue and earnings multiples from the identified set of companies to the reporting unit’s actual and forecasted financial performance to determine the fair value of each reporting unit. We evaluate the reasonableness of the fair value calculations of our reporting units by reconciling the total of the fair values of all of our reporting units to our total market capitalization, and adjusting for an appropriate control premium. In addition, we make certain judgments in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. | |||||||||||||
Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. In addition, we make certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. The timing and frequency of our goodwill impairment tests are based on an ongoing assessment of events and circumstances that would indicate a possible impairment. We will continue to monitor our goodwill and intangible assets for impairment and conduct formal tests when impairment indicators are present. | |||||||||||||
Contingent Consideration for Business Acquisitions | Contingent Consideration for Business Acquisitions | ||||||||||||
Acquisitions may include contingent consideration payments based on future financial measures of an acquired company. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. At each reporting date, the contingent consideration obligation is revalued to estimated fair value and changes in fair value subsequent to the acquisition are reflected in income or expense in the consolidated statements of operations, and could cause a material impact to our operating results. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. | |||||||||||||
Other Assets | Other Assets | ||||||||||||
Other assets primarily include certain software development and implementation costs, an investment in a joint venture, other assets obtained to fulfill customer related contract obligations and capitalized set-up costs on outsourcing contracts. We capitalize the cost of internal-use software in accordance with ASC Topic 350-40, Internal-Use Software. These costs consist of payments made to third parties for software development and implementation and are amortized using the straight-line method over their estimated useful lives, typically three to five years. We account for a 5% interest in a joint venture partnership under the equity method of accounting because significant influence exists due to certain factors, including representation on the partnership’s Management Board and voting rights. | |||||||||||||
Certain project transition costs related to the set-up of processes, personnel and systems are deferred during the transition period and expensed on a straight-line basis over the period the outsourcing services are provided, not to exceed the term of the contract. The deferred costs are specific internal costs or incremental external costs directly related to transition or set-up activities necessary to enable the outsourced services. Unamortized set-up costs are monitored regularly for impairment. Impairment losses are recorded when projected remaining undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets. Capitalized set-up costs were $0.7 million and $1.2 million as of December 31, 2014 and 2013, respectively. | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |||||||||||||
We establish accruals for uncertain tax positions taken or expected to be taken in a tax return when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Favorable or unfavorable adjustment of the accrual for any particular issue would be recognized as an increase or decrease to income tax expense in the period of a change in facts and circumstances. Interest and penalties related to income taxes are accounted for as income tax expense. | |||||||||||||
Earnings per Share | Earnings per Share | ||||||||||||
Basic earnings per share (“EPS”) are computed by dividing earnings by the weighted average number of common shares outstanding during the periods. Diluted EPS reflects the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. | |||||||||||||
Our dilutive common stock equivalent shares consist of stock options and restricted stock units outstanding under our stock-based incentive plans and are computed under the treasury stock method, using the average market price during the period. The following table presents instruments which were not dilutive and were excluded from the computation of diluted EPS in each period, as well as the weighted average dilutive common stock equivalent shares which were included in the computation of diluted EPS: | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands) | |||||||||||||
Non-dilutive instruments | — | 28 | 64 | ||||||||||
Dilutive common stock equivalents | 246 | 259 | 319 | ||||||||||
Stock-based Compensation | Stock-Based Compensation | ||||||||||||
Pursuant to our stock-based incentive plans which are described more fully in Note 9, we grant stock options, restricted stock, stock units, and equity to officers, employees, and members of the Board of Directors. We compute compensation expense for all equity-based compensation awards issued to employees using the fair-value measurement method. We recognize compensation expense on a straight-line basis over the requisite service period for stock-based compensation awards with both graded and cliff vesting terms. We apply a forfeiture estimate to compensation expense recognized for awards that are expected to vest during the requisite service period, and revise that estimate if subsequent information indicates that the actual forfeitures will differ from the estimate. We recognize the cumulative effect of a change in the number of awards expected to vest in compensation expense in the period of change. We do not capitalize any material portion of our stock-based compensation. | |||||||||||||
We estimate the fair value of our stock options on the date of grant using the Black-Scholes option pricing model, which requires various assumptions such as expected term, expected stock price volatility and risk-free interest rate. We estimate the expected term of stock options granted taking into consideration historical data related to stock option exercises. We use historical stock price data in order to estimate the expected volatility factor of stock options granted. The risk-free interest rate for the periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. | |||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate the estimates used, including but not limited to those related to revenue recognition, the allowance for doubtful accounts receivable, impairments of goodwill and other intangible assets, valuation of intangible assets acquired and contingent consideration liabilities assumed in business acquisitions, valuation of stock-based compensation awards and income taxes. Actual results could differ from these estimates. | |||||||||||||
Fair Value Estimates | Fair Value Estimates | ||||||||||||
ASC Topic 820, Fair Value Measurements and Disclosure (“Topic 820”), defines fair value, establishes a market-based framework or hierarchy for measuring fair value, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The guidance within Topic 820 is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. The fair value hierarchy prioritizes the inputs used in valuation techniques into three levels as follows: | |||||||||||||
• | Level 1 – unadjusted quoted prices for identical assets or liabilities in active markets; | ||||||||||||
• | Level 2 – quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation; and | ||||||||||||
• | Level 3 – unobservable inputs based upon the reporting entity’s internally developed assumptions which market participants would use in pricing the asset or liability. | ||||||||||||
The carrying value of financial instruments including cash equivalents, accounts receivable, accounts payable and short-term borrowings approximate estimated market values because of short-term maturities and interest rates that approximate current rates. In addition, the fair value of our long-term debt approximated its carrying value as of December 31, 2014 as it bears interest at variable rates. Our fair value measurements relate to goodwill, intangible assets and contingent consideration recognized in connection with acquisitions and are valued using Level 3 inputs. | |||||||||||||
Leases | Leases | ||||||||||||
We lease various office space, machinery and equipment under noncancelable operating leases which have minimum lease obligations. Many of the leases contain provisions for rent escalations based primarily on increases in real estate taxes and operating costs incurred by the lessor. Rent expense is recognized in the statement of operations as incurred except for escalating rents, which are expensed on a straight-line basis over the terms of the leases. | |||||||||||||
Legal Expenses | Legal Expenses | ||||||||||||
We are involved, from time to time, in litigation and proceedings arising out of the ordinary course of business. Costs for legal services rendered in the course of these proceedings are charged to expense as they are incurred. | |||||||||||||
Accounting Standard Issued | Accounting Standard Issued | ||||||||||||
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The standard’s core principle is that a company will recognize revenue when it 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. ASU 2014-09 will be effective for the Company in the first quarter of its fiscal year ending December 31, 2017. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company's consolidated financial statements. |
Description_of_Business_and_Si2
Description of Business and Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Allowance for doubtful accounts activity | Activity in our allowance for doubtful accounts was comprised of the following for the periods indicated: | ||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands) | |||||||||||||
Beginning balance | $ | 1,405 | $ | 1,756 | $ | 1,015 | |||||||
Additions | 670 | 121 | 782 | ||||||||||
Deductions | (128 | ) | (472 | ) | (41 | ) | |||||||
Ending balance | $ | 1,947 | $ | 1,405 | $ | 1,756 | |||||||
Property, plant and equipment estimated useful lives | Depreciation of property, plant and equipment is recognized on a straight-line basis over the following estimated useful lives: | ||||||||||||
Class of assets | Useful life | ||||||||||||
Buildings and improvements | 5 to 40 years | ||||||||||||
Machinery, equipment, and furniture and fixtures | 3 to 10 years | ||||||||||||
Leasehold improvements | Shorter of asset life or term of lease | ||||||||||||
Schedule of antidilutive securities excluded from computation of EPS | The following table presents instruments which were not dilutive and were excluded from the computation of diluted EPS in each period, as well as the weighted average dilutive common stock equivalent shares which were included in the computation of diluted EPS: | ||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands) | |||||||||||||
Non-dilutive instruments | — | 28 | 64 | ||||||||||
Dilutive common stock equivalents | 246 | 259 | 319 | ||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Schedule of Potential Contingent Consideration | Below is a summary of the potential contingent consideration we may be required to pay in connection with completed acquisitions as of December 31, 2014 (dollars in thousands): | ||||||||||||||||||||
Original range | As of December 31, 2014 | ||||||||||||||||||||
of potential | Maximum contingent consideration due in | ||||||||||||||||||||
undiscounted | |||||||||||||||||||||
Acquisition: | payments | 2015 | 2016 | Total | |||||||||||||||||
Prospero | $0 - $4,675 | $ | 1,720 | $ | — | $ | 1,720 | ||||||||||||||
Effective Companies | $0 - $5,668 | 2,834 | 2,834 | 5,668 | |||||||||||||||||
Total | $ | 4,554 | $ | 2,834 | $ | 7,388 | |||||||||||||||
Schedule of Changes in Contingent Consideration Liabilities | Below is a summary of the changes in the recorded amount of contingent consideration liabilities from December 31, 2013 to December 31, 2014 for each acquisition (dollars in thousands): | ||||||||||||||||||||
Liability as of | 2014 | Change in | Foreign | Liability as of | |||||||||||||||||
Additions | Fair Value of | Currency | |||||||||||||||||||
Contingent | |||||||||||||||||||||
Acquisition: | Dec. 31, 2013 | (Payments) | Consideration | Translation | Dec. 31, 2014 | ||||||||||||||||
Bath Consulting | $ | 997 | $ | (1,005 | ) | $ | — | $ | 8 | $ | — | ||||||||||
Prospero | 1,841 | — | (1,796 | ) | (45 | ) | — | ||||||||||||||
Lorien | 959 | (1,015 | ) | 31 | 25 | — | |||||||||||||||
Effective Companies | — | 5,345 | 373 | (635 | ) | 5,083 | |||||||||||||||
Total | $ | 3,797 | $ | 3,325 | $ | (1,392 | ) | $ | (647 | ) | $ | 5,083 | |||||||||
2014 Acquisitions [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Schedule of Business Acquisitions by Year | The following table summarizes the purchase price and purchase price allocation for the acquisition (dollars in thousands). | ||||||||||||||||||||
Cash purchase price | $ | 9,000 | |||||||||||||||||||
Fair value of contingent consideration | 5,345 | ||||||||||||||||||||
Working capital adjustment | 4 | ||||||||||||||||||||
Total purchase price | $ | 14,349 | |||||||||||||||||||
Purchase price allocation: | |||||||||||||||||||||
Cash | $ | 334 | |||||||||||||||||||
Accounts receivable | 1,378 | ||||||||||||||||||||
Prepaid expenses and other assets | 496 | ||||||||||||||||||||
Property, plant and equipment | 80 | ||||||||||||||||||||
Amortizable intangible assets | 1,613 | ||||||||||||||||||||
Goodwill | 12,556 | ||||||||||||||||||||
Total assets | 16,457 | ||||||||||||||||||||
Accounts payable and accrued expenses | 582 | ||||||||||||||||||||
Billings in excess of costs and estimated | 940 | ||||||||||||||||||||
earnings on uncompleted contracts | |||||||||||||||||||||
Deferred tax liability | 586 | ||||||||||||||||||||
Total liabilities | 2,108 | ||||||||||||||||||||
Net assets acquired | $ | 14,349 | |||||||||||||||||||
2013 Acquisitions [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Schedule of Business Acquisitions by Year | The following tables summarize the purchase prices and purchase price allocations for the acquisitions completed during the years ended December 31, 2013 and 2012. A description of the acquired businesses during each year is summarized below each table. | ||||||||||||||||||||
2013 Acquisitions | (Dollars in thousands) | ||||||||||||||||||||
Acquired company | Prospero | Lorien | |||||||||||||||||||
Acquisition date | 5/31/13 | 6/12/13 | |||||||||||||||||||
Cash purchase price | $ | 7,028 | $ | 6,734 | |||||||||||||||||
Fair value of contingent consideration | 3,670 | 573 | |||||||||||||||||||
Total purchase price | $ | 10,698 | $ | 7,307 | |||||||||||||||||
Purchase price allocation: | |||||||||||||||||||||
Cash | $ | — | $ | 23 | |||||||||||||||||
Accounts receivable | — | 1,856 | |||||||||||||||||||
Other assets | 7 | 1,553 | |||||||||||||||||||
Property, plant and equipment | 51 | 116 | |||||||||||||||||||
Intangible assets | 2,801 | 1,715 | |||||||||||||||||||
Goodwill | 8,112 | 5,494 | |||||||||||||||||||
Total assets | 10,971 | 10,757 | |||||||||||||||||||
Accounts payable and accrued expenses | 40 | 1,975 | |||||||||||||||||||
Billings in excess of costs and estimated | 233 | 1,132 | |||||||||||||||||||
earnings on uncompleted contracts | |||||||||||||||||||||
Deferred tax liability | — | 343 | |||||||||||||||||||
Total liabilities | 273 | 3,450 | |||||||||||||||||||
Net assets acquired | $ | 10,698 | $ | 7,307 | |||||||||||||||||
2012 Acquisitions [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Schedule of Business Acquisitions by Year | The purchase price allocation above was translated into U.S. dollars based on the exchange rate in effect on the date of acquisition. | ||||||||||||||||||||
2012 Acquisitions | (Dollars in thousands) | ||||||||||||||||||||
Acquired company | Information | Asentus | Rovsing | Blessing | |||||||||||||||||
Horizons | Dynamics | White | |||||||||||||||||||
Acquisition date | 5/1/12 | 6/29/12 | 9/17/12 | 10/1/12 | |||||||||||||||||
Cash purchase price | $ | 531 | $ | 1,417 | $ | 720 | $ | 10,529 | |||||||||||||
Fair value of contingent consideration | — | 765 | — | — | |||||||||||||||||
Total purchase price | $ | 531 | $ | 2,182 | $ | 720 | $ | 10,529 | |||||||||||||
Purchase price allocation: | |||||||||||||||||||||
Cash | $ | — | $ | 396 | $ | 20 | $ | 830 | |||||||||||||
Accounts receivable | — | 1,970 | — | 2,796 | |||||||||||||||||
Other assets | — | 411 | 898 | 527 | |||||||||||||||||
Property, plant and equipment | 26 | 46 | 5 | 76 | |||||||||||||||||
Intangible assets | 505 | 443 | 775 | 3,280 | |||||||||||||||||
Goodwill | — | 1,957 | 458 | 6,070 | |||||||||||||||||
Total assets | 531 | 5,223 | 2,156 | 13,579 | |||||||||||||||||
Accounts payable and accrued expenses | — | 2,708 | 428 | 1,456 | |||||||||||||||||
Billings in excess of costs and estimated | — | 247 | 1,008 | 282 | |||||||||||||||||
earnings on uncompleted contracts | |||||||||||||||||||||
Deferred tax liability | — | 86 | — | 1,312 | |||||||||||||||||
Total liabilities | — | 3,041 | 1,436 | 3,050 | |||||||||||||||||
Net assets acquired | $ | 531 | $ | 2,182 | $ | 720 | $ | 10,529 | |||||||||||||
Goodwill_Other_Intangible_Asse1
Goodwill & Other Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||
Schedule of Goodwill | Changes in the carrying amount of goodwill by reportable business segment for the years ended December 31, 2014 and 2013 were as follows (in thousands): | ||||||||||||||||||||||||
Professional | Sandy | Performance | |||||||||||||||||||||||
Learning | & Technical | Training & | Readiness | Energy | |||||||||||||||||||||
Solutions | Services | Marketing | Solutions | Services | Total | ||||||||||||||||||||
Net book value at | |||||||||||||||||||||||||
January 1, 2013 | |||||||||||||||||||||||||
Goodwill | $ | 48,240 | $ | 45,520 | $ | 6,161 | $ | 9,795 | $ | 8,522 | $ | 118,238 | |||||||||||||
Accumulated impairment losses | (2,079 | ) | (7,830 | ) | (5,508 | ) | — | — | (15,417 | ) | |||||||||||||||
Total | 46,161 | 37,690 | 653 | 9,795 | 8,522 | 102,821 | |||||||||||||||||||
2013 Activity: | |||||||||||||||||||||||||
Acquisitions | 13,606 | — | — | — | — | 13,606 | |||||||||||||||||||
Purchase adjustments | (196 | ) | — | — | — | 117 | (79 | ) | |||||||||||||||||
Foreign currency translation | 620 | — | — | — | 23 | 643 | |||||||||||||||||||
Other | (4 | ) | — | — | — | — | (4 | ) | |||||||||||||||||
Net book value at | |||||||||||||||||||||||||
December 31, 2013 | |||||||||||||||||||||||||
Goodwill | 62,266 | 45,520 | 6,161 | 9,795 | 8,662 | 132,404 | |||||||||||||||||||
Accumulated impairment losses | (2,079 | ) | (7,830 | ) | (5,508 | ) | — | — | (15,417 | ) | |||||||||||||||
Total | 60,187 | 37,690 | 653 | 9,795 | 8,662 | 116,987 | |||||||||||||||||||
2014 Activity: | |||||||||||||||||||||||||
Acquisitions | 12,556 | — | — | — | — | 12,556 | |||||||||||||||||||
Foreign currency translation | (3,729 | ) | — | — | — | (57 | ) | (3,786 | ) | ||||||||||||||||
Net book value at | |||||||||||||||||||||||||
December 31, 2014 | |||||||||||||||||||||||||
Goodwill | 71,093 | 45,520 | 6,161 | 9,795 | 8,605 | 141,174 | |||||||||||||||||||
Accumulated impairment losses | (2,079 | ) | (7,830 | ) | (5,508 | ) | — | — | (15,417 | ) | |||||||||||||||
Total | $ | 69,014 | $ | 37,690 | $ | 653 | $ | 9,795 | $ | 8,605 | $ | 125,757 | |||||||||||||
Schedule of Finite-Lived Intangible Assets | Intangible assets with finite lives are subject to amortization over their estimated useful lives. The primary assets included in this category and their respective balances were as follows (in thousands): | ||||||||||||||||||||||||
December 31, 2014 | |||||||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | |||||||||||||||||||||||
Amount | Amortization | Amount | |||||||||||||||||||||||
Customer relationships | $ | 22,603 | $ | (13,042 | ) | $ | 9,561 | ||||||||||||||||||
Intellectual property and other | 2,160 | (1,186 | ) | 974 | |||||||||||||||||||||
$ | 24,763 | $ | (14,228 | ) | $ | 10,535 | |||||||||||||||||||
December 31, 2013 | |||||||||||||||||||||||||
Customer relationships | $ | 26,470 | $ | (13,070 | ) | $ | 13,400 | ||||||||||||||||||
Tradenames | 191 | (119 | ) | 72 | |||||||||||||||||||||
Intellectual property and other | 2,364 | (707 | ) | 1,657 | |||||||||||||||||||||
$ | 29,025 | $ | (13,896 | ) | $ | 15,129 | |||||||||||||||||||
Schedule of Estimated Future Amortization Expense | Estimated amortization expense for intangible assets included in our consolidated balance sheet as of December 31, 2014 is as follows (in thousands): | ||||||||||||||||||||||||
Fiscal year ending: | |||||||||||||||||||||||||
2015 | $ | 4,210 | |||||||||||||||||||||||
2016 | 3,235 | ||||||||||||||||||||||||
2017 | 2,164 | ||||||||||||||||||||||||
2018 | 894 | ||||||||||||||||||||||||
2019 | 32 | ||||||||||||||||||||||||
Total | $ | 10,535 | |||||||||||||||||||||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment | Property, plant and equipment consisted of the following (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Machinery, equipment and vehicles | $ | 15,890 | $ | 19,308 | |||||
Furniture and fixtures | 3,006 | 3,295 | |||||||
Leasehold improvements | 1,560 | 1,553 | |||||||
Buildings | 381 | 404 | |||||||
20,837 | 24,560 | ||||||||
Accumulated depreciation and amortization | (12,973 | ) | (15,329 | ) | |||||
$ | 7,864 | $ | 9,231 | ||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Debt Disclosure [Abstract] | ||||
Schedule of Maturities of Long-term Debt | As of December 31, 2014, our future minimum payments of long-term debt are as follows (in thousands): | |||
Fiscal year ending: | ||||
2015 | $ | 13,333 | ||
2016 | 13,333 | |||
2017 | 11,111 | |||
Total | $ | 37,777 | ||
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Trade accounts payable | $ | 11,995 | $ | 11,815 | |||||
Accrued salaries, vacation and benefits | 18,857 | 15,731 | |||||||
Other accrued expenses | 20,608 | 20,127 | |||||||
Accrued contingent consideration | 2,737 | 2,405 | |||||||
Negative cash book balance | 4,821 | 5,261 | |||||||
$ | 59,018 | $ | 55,339 | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Schedule of income before income taxes | The components of income before income taxes and income tax expense for the years ended December 31, 2014, 2013 and 2012 are as follows (in thousands): | ||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Income before income taxes: | |||||||||||||
Domestic | $ | 38,359 | $ | 31,738 | $ | 27,827 | |||||||
Foreign | 4,464 | 6,750 | 7,975 | ||||||||||
Total income before income taxes | $ | 42,823 | $ | 38,488 | $ | 35,802 | |||||||
Income tax expense (benefit): | |||||||||||||
Current: | |||||||||||||
Federal | $ | 11,799 | $ | 10,348 | $ | 7,846 | |||||||
State and local | 2,600 | 2,130 | 1,653 | ||||||||||
Foreign | 1,439 | 2,539 | 2,899 | ||||||||||
Total current | 15,838 | 15,017 | 12,398 | ||||||||||
Deferred: | |||||||||||||
Federal | (9 | ) | 226 | 856 | |||||||||
State and local | (23 | ) | 159 | 236 | |||||||||
Foreign | (81 | ) | (670 | ) | (376 | ) | |||||||
Total deferred | (113 | ) | (285 | ) | 716 | ||||||||
Total income tax expense | $ | 15,725 | $ | 14,732 | $ | 13,114 | |||||||
Schedule of effective income tax rate reconciliation | The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before income taxes. The sources and tax effects of the differences are as follows: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal income tax rate | 35 | % | 35 | % | 35 | % | |||||||
State and local taxes net of federal benefit | 4.3 | 3.9 | 3.4 | ||||||||||
Domestic production deduction | (3.7 | ) | — | — | |||||||||
Foreign tax rate differential | (0.2 | ) | (1.4 | ) | (0.1 | ) | |||||||
Permanent differences | 2 | 1.5 | 1.9 | ||||||||||
Reduction of uncertain tax position liabilities | — | — | (4.5 | ) | |||||||||
Other | (0.7 | ) | (0.7 | ) | 0.9 | ||||||||
Effective tax rate | 36.7 | % | 38.3 | % | 36.6 | % | |||||||
Schedule of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest, is as follows (in thousands): | ||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Unrecognized tax benefits at beginning of the year | $ | — | $ | — | $ | 1,418 | |||||||
Additions related to current year tax positions | — | — | — | ||||||||||
Additions related to prior year tax positions | — | — | — | ||||||||||
Settlements | — | — | — | ||||||||||
Reductions due to lapse of statute of limitations | — | — | (1,418 | ) | |||||||||
Unrecognized tax benefits at end of the year | $ | — | $ | — | $ | — | |||||||
Schedule of deferred tax assets and liabilities | Significant components of the our deferred tax assets and liabilities are as follows (in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Allowance for doubtful accounts | $ | 704 | $ | 508 | |||||||||
Accrued liabilities and other | 1,882 | 1,787 | |||||||||||
Stock-based compensation expense | 391 | 629 | |||||||||||
Net federal, state and foreign operating loss carryforwards | 1,375 | 922 | |||||||||||
Deferred tax assets | 4,352 | 3,846 | |||||||||||
Valuation allowance on deferred tax assets | (1,247 | ) | (584 | ) | |||||||||
Deferred tax liabilities: | |||||||||||||
Intangible assets, property and equipment, principally | 7,939 | 7,677 | |||||||||||
due to difference in depreciation and amortization | |||||||||||||
Net deferred tax liabilities | $ | (4,834 | ) | $ | (4,415 | ) |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Schedule of Pre-tax Stock-based Compensation | The following table summarizes the pre-tax stock-based compensation expense included in reported net income (in thousands): | ||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cost of revenue | $ | 1,609 | $ | 1,163 | $ | 1,294 | |||||||
Selling, general and administrative expenses | 519 | 465 | 497 | ||||||||||
Total stock-based compensation expense | $ | 2,128 | $ | 1,628 | $ | 1,791 | |||||||
Schedule of Non-qualified Stock Option Activity | Summarized information for our non-qualified stock options is as follows: | ||||||||||||
Stock Options | Number of | Weighted | Weighted | Aggregate | |||||||||
options | average | average | intrinsic | ||||||||||
exercise price | remaining | value | |||||||||||
contractual | |||||||||||||
term | |||||||||||||
Outstanding at December 31, 2013 | 569,300 | $ | 9.41 | ||||||||||
Granted | — | — | |||||||||||
Exercised | (337,150 | ) | 7.91 | ||||||||||
Forfeited | (3,000 | ) | 15.25 | ||||||||||
Expired | — | — | |||||||||||
Outstanding at December 31, 2014 | 229,150 | $ | 11.54 | 1.86 | $5,132,000 | ||||||||
Stock options expected to vest | 220,250 | $ | 11.49 | 1.84 | $4,943,000 | ||||||||
Exercisable at December 31, 2014 | 61,850 | $ | 13.99 | 2.29 | $1,233,000 | ||||||||
Schedule of Weighted Average Non-qualified Stock Option Activity | Summarized weighted average information for non-qualified stock options granted to certain key personnel during the year ended December 31, 2012 is as follows (no stock options were granted during the years ended December 31, 2014 and 2013): | ||||||||||||
2012 | |||||||||||||
Number of options granted | 54,500 | ||||||||||||
Exercise price | $ | 17.57 | |||||||||||
Vesting term | 4.5 years | ||||||||||||
Contractual term | 5.5 years | ||||||||||||
Grant-date fair value | $ | 6.8 | |||||||||||
Black-Scholes assumptions: | |||||||||||||
Expected term | 4.2 years | ||||||||||||
Expected stock price volatility | 48.3 | % | |||||||||||
Risk-free interest rate | 0.61 | % | |||||||||||
Expected dividend yield | — | ||||||||||||
Schedule of Restricted Stock Units Activity | Summarized share information for our restricted stock units is as follows: | ||||||||||||
Year ended | Weighted | ||||||||||||
December 31, | average | ||||||||||||
2014 | grant date | ||||||||||||
fair value | |||||||||||||
(In shares) | (In dollars) | ||||||||||||
Outstanding and unvested, beginning of period | 244,031 | $ | 22.17 | ||||||||||
Granted | 81,013 | 30.61 | |||||||||||
Vested | (58,864 | ) | 21.28 | ||||||||||
Forfeited | (3,096 | ) | 19.28 | ||||||||||
Outstanding and unvested, end of period | 263,084 | $ | 25 | ||||||||||
Restricted stock units expected to vest | 250,823 | $ | 25.11 | ||||||||||
Business_Segments_Tables
Business Segments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Reconciliation of Revenue from Segments to Consolidated | The following table sets forth the revenue and operating results attributable to each reportable segment and includes a reconciliation of segment revenue to consolidated revenue and operating results to consolidated income before income tax expense (in thousands): | ||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenue: | |||||||||||||
Learning Solutions | $ | 241,344 | $ | 189,899 | $ | 158,118 | |||||||
Professional & Technical Services | 79,574 | 72,577 | 82,447 | ||||||||||
Sandy Training & Marketing | 67,694 | 70,699 | 70,243 | ||||||||||
Performance Readiness Solutions | 50,924 | 53,882 | 55,794 | ||||||||||
Energy Services | 62,331 | 49,632 | 34,970 | ||||||||||
$ | 501,867 | $ | 436,689 | $ | 401,572 | ||||||||
Operating income: | |||||||||||||
Learning Solutions | $ | 12,721 | $ | 15,210 | $ | 15,927 | |||||||
Professional & Technical Services | 8,905 | 5,810 | 6,868 | ||||||||||
Sandy Training & Marketing | 4,729 | 4,672 | 4,897 | ||||||||||
Performance Readiness Solutions | 3,064 | 2,688 | 2,548 | ||||||||||
Energy Services | 13,048 | 8,296 | 6,231 | ||||||||||
Gain (loss) on change in fair value of | 1,392 | 1,676 | (789 | ) | |||||||||
contingent consideration, net | |||||||||||||
Operating income | 43,859 | 38,352 | 35,682 | ||||||||||
Interest expense | (833 | ) | (366 | ) | (269 | ) | |||||||
Other income (expense) | (203 | ) | 502 | 389 | |||||||||
Income before income tax expense | $ | 42,823 | $ | 38,488 | $ | 35,802 | |||||||
Additional Information Relating To Business Segments | Additional information relating to our business segments is as follows (in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Identifiable assets: | |||||||||||||
Learning Solutions | $ | 174,264 | $ | 139,744 | |||||||||
Professional & Technical Services | 63,819 | 64,292 | |||||||||||
Sandy Training & Marketing | 18,775 | 21,812 | |||||||||||
Performance Readiness Solutions | 23,186 | 26,500 | |||||||||||
Energy Services | 25,408 | 27,808 | |||||||||||
Total assets | $ | 305,452 | $ | 280,156 | |||||||||
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | Corporate and other assets which consist primarily of cash and cash equivalents, other assets, and deferred tax assets and liabilities are allocated to the segments based on their respective percentage of consolidated revenues. | ||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Additions to property, plant and equipment: | |||||||||||||
Learning Solutions | $ | 1,987 | $ | 2,788 | $ | 1,149 | |||||||
Professional & Technical Services | 291 | 233 | 84 | ||||||||||
Sandy Training & Marketing | 8 | 11 | 38 | ||||||||||
Performance Readiness Solutions | 44 | 553 | 61 | ||||||||||
Energy Services | 144 | 352 | 273 | ||||||||||
Corporate and other | 283 | 2,777 | 931 | ||||||||||
$ | 2,757 | $ | 6,714 | $ | 2,536 | ||||||||
Depreciation and amortization: | |||||||||||||
Learning Solutions | $ | 6,856 | $ | 4,990 | $ | 3,411 | |||||||
Professional & Technical Services | 738 | 715 | 668 | ||||||||||
Sandy Training & Marketing | 427 | 427 | 428 | ||||||||||
Performance Readiness Solutions | 619 | 778 | 1,102 | ||||||||||
Energy Services | 575 | 393 | 511 | ||||||||||
Corporate and other | 543 | 1,314 | 1,851 | ||||||||||
$ | 9,758 | $ | 8,617 | $ | 7,971 | ||||||||
Revenue [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Information about our revenue in different geographic regions, which are attributable to our wholly owned subsidiaries located primarily in the United States, United Kingdom and other countries is as follows (in thousands): | ||||||||||||
Years ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 380,052 | $ | 347,251 | $ | 323,867 | |||||||
United Kingdom | 83,652 | 65,578 | 61,102 | ||||||||||
Other | 38,163 | 23,860 | 16,603 | ||||||||||
$ | 501,867 | $ | 436,689 | $ | 401,572 | ||||||||
Assets [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Information about our total assets in different geographic regions is as follows (in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
United States | $ | 183,623 | $ | 194,285 | |||||||||
United Kingdom | 68,285 | 56,481 | |||||||||||
Other | 53,544 | 29,390 | |||||||||||
$ | 305,452 | $ | 280,156 | ||||||||||
Commitments_Guarantees_and_Con1
Commitments, Guarantees, and Contingencies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | Minimum rentals under long-term operating leases are as follows (in thousands): | ||||||||||||
Fiscal year ending: | Real | Machinery and | Total | ||||||||||
property | equipment | ||||||||||||
2015 | $ | 6,576 | $ | 1,315 | $ | 7,891 | |||||||
2016 | 5,663 | 586 | 6,249 | ||||||||||
2017 | 4,921 | 198 | 5,119 | ||||||||||
2018 | 3,246 | 17 | 3,263 | ||||||||||
2019 | 2,320 | 2 | 2,322 | ||||||||||
Thereafter | 12,370 | 1 | 12,371 | ||||||||||
Total | $ | 35,096 | $ | 2,119 | $ | 37,215 | |||||||
Quarterly_Information_unaudite1
Quarterly Information (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Schedule of Quarterly Financial Information | Our quarterly financial information has not been audited but, in management’s opinion, includes all adjustments necessary for a fair presentation. | ||||||||||||||||||||
(In thousands) | Three months ended | Year ended | |||||||||||||||||||
2014 | March 31 | June 30 | September 30 | December 31 | December 31 | ||||||||||||||||
Revenue | $ | 117,880 | $ | 134,918 | $ | 123,869 | $ | 125,200 | $ | 501,867 | |||||||||||
Gross profit | 18,355 | 24,767 | 22,518 | 23,935 | 89,575 | ||||||||||||||||
Net income | 4,317 | 8,113 | 7,244 | 7,424 | 27,098 | ||||||||||||||||
Earnings per share: | |||||||||||||||||||||
Basic | $ | 0.23 | $ | 0.42 | $ | 0.38 | $ | 0.43 | $ | 1.45 | |||||||||||
Diluted | $ | 0.22 | $ | 0.42 | $ | 0.37 | $ | 0.43 | $ | 1.43 | |||||||||||
2013 | |||||||||||||||||||||
Revenue | $ | 101,373 | $ | 104,899 | $ | 113,197 | $ | 117,220 | $ | 436,689 | |||||||||||
Gross profit | 16,181 | 18,395 | 20,061 | 21,628 | 76,265 | ||||||||||||||||
Net income | 4,925 | 5,247 | 6,143 | 7,441 | 23,756 | ||||||||||||||||
Earnings per share: | |||||||||||||||||||||
Basic | $ | 0.26 | $ | 0.27 | $ | 0.32 | $ | 0.39 | $ | 1.24 | |||||||||||
Diluted | $ | 0.26 | $ | 0.27 | $ | 0.32 | $ | 0.38 | $ | 1.23 | |||||||||||
The sum of the quarterly earnings per share amounts may not equal the total for the year due to the effects of rounding and dilution as a result of issuing common shares during the year. |
Description_of_Business_and_Si3
Description of Business and Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $1,405 | $1,756 | $1,015 |
Additions | 670 | 121 | 782 |
Deductions | -128 | -472 | -41 |
Ending balance | $1,947 | $1,405 | $1,756 |
Description_of_Business_and_Si4
Description of Business and Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2014 | |
Leasehold Improvements [Member] | |
Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of asset life or term of lease |
Building Improvements [Member] | Maximum [Member] | |
Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 40 years |
Building Improvements [Member] | Minimum [Member] | |
Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Machinery, Equipment, and Furniture and Fixtures [Member] | Maximum [Member] | |
Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Machinery, Equipment, and Furniture and Fixtures [Member] | Minimum [Member] | |
Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Description_of_Business_and_Si5
Description of Business and Significant Accounting Policies (Details 2) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | |||
Non-dilutive instruments | 0 | 28 | 64 |
Dilutive common stock equivalents | 246 | 259 | 319 |
Description_of_Business_and_Si6
Description of Business and Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Concentration Risk [Line Items] | |||
Accounts and other receivables | 99,638,000 | 94,662,000 | |
Negative cash book balance | 4,821,000 | 5,261,000 | |
Ownership percentage | 5.00% | ||
Capitalized setup costs | 700,000 | 1,200,000 | |
Single Financial Services Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 17.60% | ||
Accounts and other receivables | 22,900,000 | ||
Single Automotive Customer [Member] | |||
Concentration Risk [Line Items] | |||
Maximum concentration risk percentage | 10.00% | ||
Automotive Industry [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 14.00% | 16.00% | 17.00% |
United States Government [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 9.00% | 10.00% | 12.00% |
Financial & Insurance Industry [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 18.00% | 11.00% |
Acquisitions_Details
Acquisitions (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||
In Thousands, unless otherwise specified | Apr. 01, 2014 | 31-May-13 | 31-May-13 | Dec. 31, 2014 | Jun. 12, 2013 | Jun. 30, 2013 | 1-May-12 | Dec. 31, 2013 | Jun. 29, 2012 | Sep. 17, 2012 | Oct. 01, 2012 | Dec. 31, 2012 |
Business Acquisition [Line Items] | ||||||||||||
Potential additional consideration for acquisitions | $7,388 | |||||||||||
Purchase price allocation: | ||||||||||||
Goodwill | 125,757 | 116,987 | 102,821 | |||||||||
Effective Companies [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Potential additional consideration for acquisitions | 5,668 | |||||||||||
Cash purchase price | 9,000 | |||||||||||
Fair value of contingent consideration | 5,345 | |||||||||||
Working capital adjustment | 4 | |||||||||||
Total purchase price | 14,349 | |||||||||||
Purchase price allocation: | ||||||||||||
Cash | 334 | |||||||||||
Accounts receivable | 1,378 | |||||||||||
Other assets | 496 | |||||||||||
Property, plant and equipment | 80 | |||||||||||
Amortizable intangible assets | 1,613 | |||||||||||
Goodwill | 12,556 | |||||||||||
Total assets | 16,457 | |||||||||||
Accounts payable and accrued expenses | 582 | |||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 940 | |||||||||||
Deferred tax liability | 586 | |||||||||||
Total liabilities | 2,108 | |||||||||||
Net assets acquired | 14,349 | |||||||||||
Prospero [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Potential additional consideration for acquisitions | 1,720 | |||||||||||
Acquisition date | 31-May-13 | |||||||||||
Cash purchase price | 7,046 | 7,028 | ||||||||||
Fair value of contingent consideration | 3,670 | |||||||||||
Total purchase price | 10,698 | |||||||||||
Purchase price allocation: | ||||||||||||
Cash | 0 | 0 | ||||||||||
Accounts receivable | 0 | 0 | ||||||||||
Other assets | 7 | 7 | ||||||||||
Property, plant and equipment | 51 | 51 | ||||||||||
Intangible assets | 2,801 | 2,801 | ||||||||||
Goodwill | 8,112 | 8,112 | ||||||||||
Total assets | 10,971 | 10,971 | ||||||||||
Accounts payable and accrued expenses | 40 | 40 | ||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 233 | 233 | ||||||||||
Deferred tax liability | 0 | 0 | ||||||||||
Total liabilities | 273 | 273 | ||||||||||
Net assets acquired | 10,698 | 10,698 | ||||||||||
Lorien [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition date | 12-Jun-13 | |||||||||||
Cash purchase price | 6,734 | 6,734 | ||||||||||
Fair value of contingent consideration | 573 | |||||||||||
Total purchase price | 7,307 | |||||||||||
Purchase price allocation: | ||||||||||||
Cash | 23 | |||||||||||
Accounts receivable | 1,856 | |||||||||||
Other assets | 1,553 | |||||||||||
Property, plant and equipment | 116 | |||||||||||
Intangible assets | 1,715 | |||||||||||
Goodwill | 5,494 | |||||||||||
Total assets | 10,757 | |||||||||||
Accounts payable and accrued expenses | 1,975 | |||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 1,132 | |||||||||||
Deferred tax liability | 343 | |||||||||||
Total liabilities | 3,450 | |||||||||||
Net assets acquired | 7,307 | |||||||||||
Information Horizons [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition date | 1-May-12 | |||||||||||
Cash purchase price | 531 | |||||||||||
Fair value of contingent consideration | 0 | |||||||||||
Total purchase price | 531 | |||||||||||
Purchase price allocation: | ||||||||||||
Cash | 0 | |||||||||||
Accounts receivable | 0 | |||||||||||
Other assets | 0 | |||||||||||
Property, plant and equipment | 26 | |||||||||||
Intangible assets | 505 | |||||||||||
Goodwill | 0 | |||||||||||
Total assets | 531 | |||||||||||
Accounts payable and accrued expenses | 0 | |||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 0 | |||||||||||
Deferred tax liability | 0 | |||||||||||
Total liabilities | 0 | |||||||||||
Net assets acquired | 531 | |||||||||||
Asentus [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition date | 29-Jun-12 | |||||||||||
Cash purchase price | 1,417 | |||||||||||
Fair value of contingent consideration | 765 | |||||||||||
Total purchase price | 2,182 | |||||||||||
Purchase price allocation: | ||||||||||||
Cash | 396 | |||||||||||
Accounts receivable | 1,970 | |||||||||||
Other assets | 411 | |||||||||||
Property, plant and equipment | 46 | |||||||||||
Intangible assets | 443 | |||||||||||
Goodwill | 1,957 | |||||||||||
Total assets | 5,223 | |||||||||||
Accounts payable and accrued expenses | 2,708 | |||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 247 | |||||||||||
Deferred tax liability | 86 | |||||||||||
Total liabilities | 3,041 | |||||||||||
Net assets acquired | 2,182 | |||||||||||
Rovsing Dynamics [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition date | 17-Sep-12 | |||||||||||
Cash purchase price | 720 | |||||||||||
Fair value of contingent consideration | 0 | |||||||||||
Total purchase price | 720 | |||||||||||
Purchase price allocation: | ||||||||||||
Cash | 20 | |||||||||||
Accounts receivable | 0 | |||||||||||
Other assets | 898 | |||||||||||
Property, plant and equipment | 5 | |||||||||||
Amortizable intangible assets | 800 | |||||||||||
Intangible assets | 775 | |||||||||||
Goodwill | 458 | |||||||||||
Total assets | 2,156 | |||||||||||
Accounts payable and accrued expenses | 428 | |||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 1,008 | |||||||||||
Deferred tax liability | 0 | |||||||||||
Total liabilities | 1,436 | |||||||||||
Net assets acquired | 720 | |||||||||||
Blessing White [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition date | 1-Oct-12 | |||||||||||
Cash purchase price | 10,529 | |||||||||||
Fair value of contingent consideration | 0 | |||||||||||
Total purchase price | 10,529 | |||||||||||
Purchase price allocation: | ||||||||||||
Cash | 830 | |||||||||||
Accounts receivable | 2,796 | |||||||||||
Other assets | 527 | |||||||||||
Property, plant and equipment | 76 | |||||||||||
Amortizable intangible assets | 3,300 | |||||||||||
Intangible assets | 3,280 | |||||||||||
Goodwill | 6,070 | |||||||||||
Total assets | 13,579 | |||||||||||
Accounts payable and accrued expenses | 1,456 | |||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 282 | |||||||||||
Deferred tax liability | 1,312 | |||||||||||
Total liabilities | 3,050 | |||||||||||
Net assets acquired | $10,529 |
Acquisitions_Details_1
Acquisitions (Details 1) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Business Acquisition [Line Items] | |
Maximum contingent consideration due in 2015 | $4,554 |
Maximum contingent consideration due in 2016 | 2,834 |
Maximum contingent consideration due in Total | 7,388 |
Prospero [Member] | |
Business Acquisition [Line Items] | |
Original range of potential undiscounted payments minimum | 0 |
Original range of potential undiscounted payments maximum | 4,675 |
Maximum contingent consideration due in 2015 | 1,720 |
Maximum contingent consideration due in 2016 | 0 |
Maximum contingent consideration due in Total | 1,720 |
Effective Companies [Member] | |
Business Acquisition [Line Items] | |
Original range of potential undiscounted payments minimum | 0 |
Original range of potential undiscounted payments maximum | 5,668 |
Maximum contingent consideration due in 2015 | 2,834 |
Maximum contingent consideration due in 2016 | 2,834 |
Maximum contingent consideration due in Total | $5,668 |
Acquisitions_Details_2
Acquisitions (Details 2) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Change in Contingent Consideration [Roll Forward] | |
Beginning balance of liability | $3,797 |
Additions (Payments) | 3,325 |
Change in Fair Value of Contingent Consideration | -1,392 |
Foreign Currency Translation | -647 |
Ending balance of liability | 5,083 |
Bath Consulting [Member] | |
Change in Contingent Consideration [Roll Forward] | |
Beginning balance of liability | 997 |
Additions (Payments) | -1,005 |
Change in Fair Value of Contingent Consideration | 0 |
Foreign Currency Translation | 8 |
Ending balance of liability | 0 |
Prospero [Member] | |
Change in Contingent Consideration [Roll Forward] | |
Beginning balance of liability | 1,841 |
Additions (Payments) | 0 |
Change in Fair Value of Contingent Consideration | -1,796 |
Foreign Currency Translation | -45 |
Ending balance of liability | 0 |
Lorien [Member] | |
Change in Contingent Consideration [Roll Forward] | |
Beginning balance of liability | 959 |
Additions (Payments) | -1,015 |
Change in Fair Value of Contingent Consideration | 31 |
Foreign Currency Translation | 25 |
Ending balance of liability | 0 |
Effective Companies [Member] | |
Change in Contingent Consideration [Roll Forward] | |
Beginning balance of liability | 0 |
Additions (Payments) | 5,345 |
Change in Fair Value of Contingent Consideration | 373 |
Foreign Currency Translation | -635 |
Ending balance of liability | $5,083 |
Acquisitions_Details_Textual
Acquisitions (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||
Oct. 01, 2012 | Dec. 31, 2014 | Apr. 01, 2014 | Jun. 29, 2012 | Sep. 17, 2012 | 31-May-13 | 31-May-13 | Jun. 12, 2013 | Jun. 30, 2013 | Sep. 27, 2012 | 1-May-12 | Dec. 31, 2013 | |
period | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | 2 years 11 months | ||||||||||
Business acquisition contingent consideration, other long term liability | $2,400,000 | $1,400,000 | ||||||||||
Accounts payable and accrued liability | 2,700,000 | 2,400,000 | ||||||||||
Effective Companies [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash purchase price | 9,000,000 | |||||||||||
Number of earning target periods | 2 | |||||||||||
Contingent consideration earnings target period | 12 months | |||||||||||
Amortizable intangible assets | 1,613,000 | |||||||||||
Information Horizons Limited [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisitions | 500,000 | |||||||||||
Asentus [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash purchase price | 1,417,000 | |||||||||||
Number of earning target periods | 2 | |||||||||||
Contingent consideration earnings target period | 12 months | |||||||||||
Total purchase price | 1,400,000 | |||||||||||
Additional contingent consideration | 3,700,000 | |||||||||||
Rovsing Dynamics [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash purchase price | 720,000 | |||||||||||
Amortizable intangible assets | 800,000 | |||||||||||
Blessing White [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash purchase price | 10,529,000 | |||||||||||
Amortizable intangible assets | 3,300,000 | |||||||||||
Acquisitions | 100,000 | |||||||||||
Total purchase price | 10,800,000 | |||||||||||
Working capital adjustment paid by sellers | 200,000 | |||||||||||
Prospero [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash purchase price | 7,046,000 | 7,028,000 | ||||||||||
Number of earning target periods | 2 | 2 | ||||||||||
Contingent consideration earnings target period | 12 months | |||||||||||
Additional contingent consideration | 4,700,000 | 4,700,000 | ||||||||||
Lorien [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash purchase price | 6,734,000 | 6,734,000 | ||||||||||
Contingent consideration earnings target period | 12 months | |||||||||||
Additional contingent consideration | 1,000,000 | |||||||||||
Intangible Assets [Member] | Effective Companies [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Amortizable intangible assets | 1,613,000 | |||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 4 years | |||||||||||
Intellectual Property [Member] | Asentus [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | |||||||||||
Acquisitions | 100,000 | |||||||||||
Intellectual Property [Member] | Blessing White [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisitions | 1,200,000 | |||||||||||
Proprietary Software [Member] | Rovsing Dynamics [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | |||||||||||
Customer-Related Intangible Assets [Member] | Information Horizons Limited [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | |||||||||||
Customer-Related Intangible Assets [Member] | Asentus [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | |||||||||||
Acquisitions | 300,000 | |||||||||||
Customer-Related Intangible Assets [Member] | Blessing White [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | |||||||||||
Acquisitions | 1,800,000 | |||||||||||
Customer-Related Intangible Assets [Member] | Prospero [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | |||||||||||
Acquisitions | 2,801,000 | 2,801,000 | ||||||||||
Customer-Related Intangible Assets [Member] | Lorien [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | |||||||||||
Acquisitions | 1,700,000 | |||||||||||
Trade Names [Member] | Blessing White [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 2 years | |||||||||||
Acquisitions | 200,000 | |||||||||||
Technology [Member] | Blessing White [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years |
Goodwill_Other_Intangible_Asse2
Goodwill & Other Intangible Assets (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Roll Forward] | ||
Goodwill | $132,404 | $118,238 |
Accumulated Impairment losses | -15,417 | -15,417 |
Total | 116,987 | 102,821 |
Acquisitions | 12,556 | 13,606 |
Purchase adjustments | -79 | |
Foreign currency translation | -3,786 | 643 |
Other | -4 | |
Goodwill | 141,174 | 132,404 |
Accumulated impairment losses | -15,417 | -15,417 |
Total | 125,757 | 116,987 |
Learning Solutions [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 62,266 | 48,240 |
Accumulated Impairment losses | -2,079 | -2,079 |
Total | 60,187 | 46,161 |
Acquisitions | 12,556 | 13,606 |
Purchase adjustments | -196 | |
Foreign currency translation | -3,729 | 620 |
Other | -4 | |
Goodwill | 71,093 | 62,266 |
Accumulated impairment losses | -2,079 | -2,079 |
Total | 69,014 | 60,187 |
Professional and Technical Services [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 45,520 | 45,520 |
Accumulated Impairment losses | -7,830 | -7,830 |
Total | 37,690 | 37,690 |
Acquisitions | 0 | 0 |
Purchase adjustments | 0 | |
Foreign currency translation | 0 | 0 |
Other | 0 | |
Goodwill | 45,520 | 45,520 |
Accumulated impairment losses | -7,830 | -7,830 |
Total | 37,690 | 37,690 |
Sandy Training and Marketing [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 6,161 | 6,161 |
Accumulated Impairment losses | -5,508 | -5,508 |
Total | 653 | 653 |
Acquisitions | 0 | 0 |
Purchase adjustments | 0 | |
Foreign currency translation | 0 | 0 |
Other | 0 | |
Goodwill | 6,161 | 6,161 |
Accumulated impairment losses | -5,508 | -5,508 |
Total | 653 | 653 |
Performance Readiness Group [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 9,795 | 9,795 |
Accumulated Impairment losses | 0 | 0 |
Total | 9,795 | 9,795 |
Acquisitions | 0 | 0 |
Purchase adjustments | 0 | |
Foreign currency translation | 0 | 0 |
Other | 0 | |
Goodwill | 9,795 | 9,795 |
Accumulated impairment losses | 0 | 0 |
Total | 9,795 | 9,795 |
Energy Services [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 8,662 | 8,522 |
Accumulated Impairment losses | 0 | 0 |
Total | 8,662 | 8,522 |
Acquisitions | 0 | 0 |
Purchase adjustments | 117 | |
Foreign currency translation | -57 | 23 |
Other | 0 | |
Goodwill | 8,605 | 8,662 |
Accumulated impairment losses | 0 | 0 |
Total | $8,605 | $8,662 |
Goodwill_Other_Intangible_Asse3
Goodwill & Other Intangible Assets (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $24,763 | $29,025 |
Accumulated Amortization | -14,228 | -13,896 |
Net Carrying Amount | 10,535 | 15,129 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,603 | 26,470 |
Accumulated Amortization | -13,042 | -13,070 |
Net Carrying Amount | 9,561 | 13,400 |
Tradenames [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 191 | |
Accumulated Amortization | -119 | |
Net Carrying Amount | 72 | |
Intellectual property and other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,160 | 2,364 |
Accumulated Amortization | -1,186 | -707 |
Net Carrying Amount | $974 | $1,657 |
Goodwill_Other_Intangible_Asse4
Goodwill & Other Intangible Assets (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2015 | $4,210 | |
2016 | 3,235 | |
2017 | 2,164 | |
2018 | 894 | |
2019 | 32 | |
Total | $10,535 | $15,129 |
Goodwill_Other_Intangible_Asse5
Goodwill & Other Intangible Assets (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Oct. 01, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $5.70 | $5.40 | $4.60 | |
Acquired finite-lived intangible assets, weighted average useful life | 5 years | 2 years 11 months |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Abstract] | ||
Machinery, equipment and vehicles | $15,890 | $19,308 |
Furniture and fixtures | 3,006 | 3,295 |
Leasehold improvements | 1,560 | 1,553 |
Buildings | 381 | 404 |
Property, Plant and Equipment, Gross, Total | 20,837 | 24,560 |
Accumulated depreciation and amortization | -12,973 | -15,329 |
Property, Plant and Equipment, Net, Total | $7,864 | $9,231 |
Property_Plant_and_Equipment_D1
Property, Plant and Equipment (Details Textual) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $3.90 | $3 | $2.60 |
Debt_Details
Debt (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | |
2015 | $13,333 |
2016 | 13,333 |
2017 | 11,111 |
Total | $37,777 |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | |
Dec. 31, 2014 | Sep. 02, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Short-term Debt [Line Items] | ||||
Long-term Debt | $37,777,000 | $37,777,000 | ||
Short-term borrowings | 20,799,000 | 20,799,000 | 407,000 | |
Revolving Credit Facility [Member] | ||||
Short-term Debt [Line Items] | ||||
Short-term borrowings | 20,800,000 | 20,800,000 | ||
Available borrowing capacity | 43,300,000 | 43,300,000 | ||
Interest rate during period (percent) | 1.70% | |||
Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Spread on variable rate (percent) | 2.50% | |||
Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||
Short-term Debt [Line Items] | ||||
Spread on variable rate (percent) | 1.25% | |||
Credit Agreement [Member] | Term Loan [Member] | ||||
Short-term Debt [Line Items] | ||||
Long-term Debt, Gross | 40,000,000 | |||
Periodic principal payments | 1,100,000 | |||
Long-term Debt | 37,800,000 | 37,800,000 | ||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||
Short-term Debt [Line Items] | ||||
Maximum borrowing capacity | 65,000,000 |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Trade accounts payable | $11,995 | $11,815 |
Accrued salaries, vacation and benefits | 18,857 | 15,731 |
Other accrued expenses | 20,608 | 20,127 |
Accrued contingent consideration | 2,737 | 2,405 |
Negative cash book balance | 4,821 | 5,261 |
Accounts Payable and Accrued Liabilities, Current, Total | $59,018 | $55,339 |
Employee_Benefit_Plan_Details_
Employee Benefit Plan (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Compensation and Retirement Disclosure [Abstract] | |||
Discretionary contribution shares | 90,876 | 84,333 | 107,728 |
Value of contributed shares | $2,469,000 | $2,045,000 | $1,835,000 |
Contributed cash | 200,000 | 200,000 | |
Total compensation expense | $2,500,000 | $2,200,000 | $2,000,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income before income taxes: | |||
Domestic | $38,359 | $31,738 | $27,827 |
Foreign | 4,464 | 6,750 | 7,975 |
Total income before income taxes | 42,823 | 38,488 | 35,802 |
Current: | |||
Federal | 11,799 | 10,348 | 7,846 |
State and local | 2,600 | 2,130 | 1,653 |
Foreign | 1,439 | 2,539 | 2,899 |
Total current | 15,838 | 15,017 | 12,398 |
Deferred: | |||
Federal | -9 | 226 | 856 |
State and local | -23 | 159 | 236 |
Foreign | -81 | -670 | -376 |
Total deferred | -113 | -285 | 716 |
Total income tax expense | $15,725 | $14,732 | $13,114 |
Income_Taxes_Details_1
Income Taxes (Details 1) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax rate | 35.00% | 35.00% | 35.00% |
State and local taxes net of federal benefit | 4.30% | 3.90% | 3.40% |
Domestic production deduction | -3.70% | 0.00% | 0.00% |
Foreign tax rate differential | -0.20% | -1.40% | -0.10% |
Permanent differences | 2.00% | 1.50% | 1.90% |
Reduction of uncertain tax position liabilities | 0.00% | 0.00% | -4.50% |
Other | -0.70% | -0.70% | 0.90% |
Effective tax rate | 36.70% | 38.30% | 36.60% |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Unrecognized tax benefits at beginning of the year | $0 | $0 | $1,418 |
Additions related to current year tax positions | 0 | 0 | 0 |
Additions related to prior year tax positions | 0 | 0 | 0 |
Settlements | 0 | 0 | 0 |
Reductions due to lapse of statute of limitations | 0 | 0 | -1,418 |
Unrecognized tax benefits at end of the year | $0 | $0 | $0 |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Allowance for doubtful accounts | $704 | $508 |
Accrued liabilities and other | 1,882 | 1,787 |
Stock-based compensation expense | 391 | 629 |
Net federal, state and foreign operating loss carryforwards | 1,375 | 922 |
Deferred tax assets | 4,352 | 3,846 |
Valuation allowance on deferred tax assets | -1,247 | -584 |
Deferred tax liabilities: | ||
Intangible assets, property and equipment, principally due to difference in depreciation and amortization | 7,939 | 7,677 |
Net deferred tax liabilities | ($4,834) | ($4,415) |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax [Line Items] | |||
One time income tax benefits | $900,000 | ||
Income tax benefit on reduction of uncertain tax position liabilities | 0 | 0 | -1,602,000 |
Reduction in uncertain tax position liability | 0 | 0 | 1,418,000 |
Reduction in accrued interest and penalties | 200,000 | ||
Interest expense (income) | 0 | 0 | -200,000 |
Operating loss carryforwards | 6,200,000 | ||
Management placed valuation allowance | 1,247,000 | 584,000 | |
Accumulated undistributed earnings | $25,200,000 | ||
Effective income tax rate | 36.70% | 38.30% | 36.60% |
Internal Revenue Service (IRS) [Member] | |||
Income Tax [Line Items] | |||
Effective income tax rate | 35.00% |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock Based Compensation [Line Items] | |||
Total stock-based compensation expense | $2,128 | $1,628 | $1,791 |
Cost of revenue [Member] | |||
Stock Based Compensation [Line Items] | |||
Total stock-based compensation expense | 1,609 | 1,163 | 1,294 |
Selling, General and Administrative Expenses [Member] | |||
Stock Based Compensation [Line Items] | |||
Total stock-based compensation expense | $519 | $465 | $497 |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 1) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Granted, Number of options | 54,500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Exercisable at end of period, Weighted average exercise price (in dollars per share) | $17.57 | |
Non Qualified Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at beginning of period, Number of options | 569,300 | |
Granted, Number of options | 0 | |
Exercised, Number of options | -337,150 | |
Forfeited, Number of options | -3,000 | |
Expired, Number of options | 0 | |
Outstanding at end of period, Number of options | 229,150 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Outstanding at beginning of period, Weighted average exercise price (in dollars per share) | $9.41 | |
Granted, Weighted average exercise price (in dollars per share) | $0 | |
Exercised, Weighted average exercise price (in dollars per share) | $7.91 | |
Forfeited, Weighted average exercise price (in dollars per share) | $15.25 | |
Expired, Weighted average exercise price (in dollars per share) | $0 | |
Outstanding at end of period, Weighted average exercise price (in dollars per share) | $11.54 | |
Outstanding at end of period, Weighted average remaining contractual term | 1 year 10 months 10 days | |
Outstanding at end of period, Aggregate intrinsic value | $5,132 | |
Stock options expected to vest, Number of options | 220,250 | |
Exercisable at end of period, Number of options | 61,850 | |
Stock options expected to vest, Weighted average exercise price (in dollars per share) | $11.49 | |
Exercisable at end of period, Weighted average exercise price (in dollars per share) | $13.99 | |
Stock options expected to vest, Weighted average remaining contractual term | 1 year 10 months 4 days | |
Exercisable at end of period, Weighted average remaining contractual term | 2 years 3 months 14 days | |
Stock options expected to vest, Aggregate intrinsic value | 4,943 | |
Exercisable at end of period, Aggregate intrinsic value | $1,233 |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of options granted (in shares) | 54,500 |
Exercise price (in dollars per share) | $17.57 |
Vesting term | 4 years 6 months |
Contractual term | 5 years 6 months |
Grant-date fair value (in dollars per share) | $6.80 |
Black-Scholes assumptions: | |
Expected term | 4 years 2 months 12 days |
Expected stock price volatility (percent) | 48.30% |
Risk-free interest rate (percent) | 0.61% |
Expected dividend yield (percent) | 0.00% |
StockBased_Compensation_Detail3
Stock-Based Compensation (Details 3) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding and unvested, beginning of period (in shares) | 244,031 |
Granted (in shares) | 81,013 |
Vested (in shares) | -58,864 |
Forfeited (in shares) | -3,096 |
Outstanding and unvested, end of period (in shares) | 263,084 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Outstanding and unvested, beginning of period, Weighted average grant date fair value (in dollars per share) | $22.17 |
Granted, Weighted average grant date fair value (in dollars per share) | $30.61 |
Vested, Weighted average grant date fair value (in dollars per share) | $21.28 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $19.28 |
Outstanding and unvested, end of period, Weighted average grant date fair value (in dollars per share) | $25 |
Restricted stock units expected to vest (in shares) | 250,823 |
Restricted stock units expected to vest, Weighted average grant date fair value (in dollars per share) | $25.11 |
StockBased_Compensation_Detail4
Stock-Based Compensation (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Based Compensation [Line Items] | |||
Shares representing outstanding award | 185,450 | ||
Deferred income tax expense (benefit) | ($113,000) | ($285,000) | $716,000 |
Unrecognized compensation cost | 300,000 | ||
Weighted average remaining service period of nonvested awards | 1 year 6 months 0 days | ||
Proceeds from issuance of common stock | 102,000 | 63,000 | 284,000 |
Number of stock options settled for fully vested shares | 327,100 | 44,800 | 782,980 |
Number of shares issued in settlement of stock option | 140,544 | 17,048 | 214,624 |
Intrinsic value of stock options exercised | 7,000,000 | 700,000 | 6,500,000 |
Income tax benefits | 15,725,000 | 14,732,000 | 13,114,000 |
Vesting term | 4 years 6 months | ||
Restricted Stock Units (Rsus) [Member] | |||
Stock Based Compensation [Line Items] | |||
Unrecognized compensation cost | 5,800,000 | ||
Weighted average remaining service period of nonvested awards | 3 years 6 months | ||
Vesting term | 5 years | ||
Total intrinsic value of vested RSU's | 1,600,000 | 1,200,000 | 1,700,000 |
Stock Option [Member] | |||
Stock Based Compensation [Line Items] | |||
Deferred income tax expense (benefit) | 700,000 | 500,000 | 600,000 |
Equity Option [Member] | |||
Stock Based Compensation [Line Items] | |||
Income tax benefits | $2,500,000 | $400,000 | $2,000,000 |
2011 Plan [Member] | |||
Stock Based Compensation [Line Items] | |||
Number of shares authorized | 1,355,764 | ||
Shares reserved for future issuance | 973,588 | ||
Number of outstanding awards | 306,784 |
Common_Stock_Details_Textual
Common Stock (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 03, 2014 | Sep. 29, 2014 | Sep. 02, 2014 | Dec. 31, 2011 | Dec. 31, 2009 | |
Common Stock [Line Items] | ||||||||
Common stock, shares outstanding | 17,149,129 | 17,086,145 | ||||||
Repurchases of common stock in the open market | $66,640,000 | $1,747,000 | $3,433,000 | |||||
Shares sold in private placement | 2,857,143 | |||||||
Common stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 | |||||
Securities purchase agreement purchase price | 20,000,000 | |||||||
Beneficial ownership maximum percentage | 23.00% | |||||||
Purchase price percentage | 1.00% | |||||||
Shareholders indemnification amount | 25,000 | |||||||
Sagard [Member] | ||||||||
Common Stock [Line Items] | ||||||||
Share price (in dollars per share) | $7 | |||||||
Stock beneficially owned | 3,514,274 | |||||||
Stock beneficial ownership percentage | 20.50% | |||||||
Maximum [Member] | ||||||||
Common Stock [Line Items] | ||||||||
Liquidated damages amount | 2,400,000 | |||||||
Equity Compensation Award [Member] | ||||||||
Common Stock [Line Items] | ||||||||
Shares reserved for future issuance | 492,234 | |||||||
2011 Plan [Member] | ||||||||
Common Stock [Line Items] | ||||||||
Shares reserved for future issuance | 973,588 | |||||||
Modified Dutch Auction Tender Offer [Member] | ||||||||
Common Stock [Line Items] | ||||||||
Stock repurchase program authorized amount | 80,000,000 | |||||||
Stock repurchased during period (shares) | 2,127,706 | |||||||
Treasury stock acquired average cost per share | $29 | |||||||
Payments for repurchase of equity | 61,700,000 | |||||||
Tender offer expenses | 1,200,000 | |||||||
Percentage of outstanding shares repurchased | 11.10% | |||||||
Modified Dutch Auction Tender Offer [Member] | Maximum [Member] | ||||||||
Common Stock [Line Items] | ||||||||
Authorized per share range (in dollars per share) | $29 | |||||||
Modified Dutch Auction Tender Offer [Member] | Minimum [Member] | ||||||||
Common Stock [Line Items] | ||||||||
Authorized per share range (in dollars per share) | $26 | |||||||
Stock Repurchase Program [Member] | ||||||||
Common Stock [Line Items] | ||||||||
Stock repurchased during period (shares) | 147,000 | 67,000 | 180,000 | |||||
Repurchases of common stock in the open market | 3,700,000 | 1,700,000 | 3,400,000 | |||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $600,000 |
Business_Segments_Details
Business Segments (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 Reporting [Abstract] | |||||||||||
Number of business segments | 5 | ||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $125,200 | $123,869 | $134,918 | $117,880 | $117,220 | $113,197 | $104,899 | $101,373 | $501,867 | $436,689 | $401,572 |
Gain (loss) on change in fair value of contingent consideration, net | 1,392 | 1,676 | -789 | ||||||||
Operating income | 43,859 | 38,352 | 35,682 | ||||||||
Interest expense | -833 | -366 | -269 | ||||||||
Other income | -203 | 502 | 389 | ||||||||
Income before income taxes | 42,823 | 38,488 | 35,802 | ||||||||
Learning Solutions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of operating segments | 2 | ||||||||||
Revenue | 241,344 | 189,899 | 158,118 | ||||||||
Operating income | 12,721 | 15,210 | 15,927 | ||||||||
Professional and Technical Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 79,574 | 72,577 | 82,447 | ||||||||
Operating income | 8,905 | 5,810 | 6,868 | ||||||||
Sandy Training and Marketing [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 67,694 | 70,699 | 70,243 | ||||||||
Operating income | 4,729 | 4,672 | 4,897 | ||||||||
Performance Readiness Solutions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 50,924 | 53,882 | 55,794 | ||||||||
Operating income | 3,064 | 2,688 | 2,548 | ||||||||
Energy Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 62,331 | 49,632 | 34,970 | ||||||||
Operating income | $13,048 | $8,296 | $6,231 |
Business_Segments_Details_1
Business Segments (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Identifiable assets: | ||
Total assets | $305,452 | $280,156 |
Learning Solutions [Member] | ||
Identifiable assets: | ||
Total assets | 174,264 | 139,744 |
Professional and Technical Services [Member] | ||
Identifiable assets: | ||
Total assets | 63,819 | 64,292 |
Sandy Training and Marketing [Member] | ||
Identifiable assets: | ||
Total assets | 18,775 | 21,812 |
Performance Readiness Solutions [Member] | ||
Identifiable assets: | ||
Total assets | 23,186 | 26,500 |
Energy Services [Member] | ||
Identifiable assets: | ||
Total assets | $25,408 | $27,808 |
Business_Segments_Details_2
Business Segments (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | $2,757 | $6,714 | $2,536 |
Depreciation and amortization: | |||
Depreciation and amortization | 9,758 | 8,617 | 7,971 |
Learning Solutions [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 1,987 | 2,788 | 1,149 |
Depreciation and amortization: | |||
Depreciation and amortization | 6,856 | 4,990 | 3,411 |
Professional and Technical Services [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 291 | 233 | 84 |
Depreciation and amortization: | |||
Depreciation and amortization | 738 | 715 | 668 |
Sandy Training and Marketing [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 8 | 11 | 38 |
Depreciation and amortization: | |||
Depreciation and amortization | 427 | 427 | 428 |
Performance Readiness Solutions [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 44 | 553 | 61 |
Depreciation and amortization: | |||
Depreciation and amortization | 619 | 778 | 1,102 |
Energy Services [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 144 | 352 | 273 |
Depreciation and amortization: | |||
Depreciation and amortization | 575 | 393 | 511 |
Corporate and Other [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 283 | 2,777 | 931 |
Depreciation and amortization: | |||
Depreciation and amortization | $543 | $1,314 | $1,851 |
Business_Segments_Details_3
Business Segments (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $125,200 | $123,869 | $134,918 | $117,880 | $117,220 | $113,197 | $104,899 | $101,373 | $501,867 | $436,689 | $401,572 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 380,052 | 347,251 | 323,867 | ||||||||
United Kingdom | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 83,652 | 65,578 | 61,102 | ||||||||
Other Countries | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $38,163 | $23,860 | $16,603 |
Business_Segments_Details_4
Business Segments (Details 4) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ||
Total assets | $305,452 | $280,156 |
United States | ||
Segment Reporting Information [Line Items] | ||
Total assets | 183,623 | 194,285 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Total assets | 68,285 | 56,481 |
Other Countries | ||
Segment Reporting Information [Line Items] | ||
Total assets | $53,544 | $29,390 |
Commitments_Guarantees_and_Con2
Commitments, Guarantees, and Contingencies (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies [Line Items] | |
2015 | $7,891 |
2016 | 6,249 |
2017 | 5,119 |
2018 | 3,263 |
2019 | 2,322 |
Thereafter | 12,371 |
Total | 37,215 |
Real Property [Member] | |
Commitments And Contingencies [Line Items] | |
2015 | 6,576 |
2016 | 5,663 |
2017 | 4,921 |
2018 | 3,246 |
2019 | 2,320 |
Thereafter | 12,370 |
Total | 35,096 |
Machinery and Equipment [Member] | |
Commitments And Contingencies [Line Items] | |
2015 | 1,315 |
2016 | 586 |
2017 | 198 |
2018 | 17 |
2019 | 2 |
Thereafter | 1 |
Total | $2,119 |
Commitments_Guarantees_and_Con3
Commitments, Guarantees, and Contingencies (Details Textual) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $9.80 | $8.50 | $6.90 |
Letters of credit outstanding | 0.9 | ||
Other commitment | $0.60 |
Quarterly_Information_unaudite2
Quarterly Information (unaudited) (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 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $125,200 | $123,869 | $134,918 | $117,880 | $117,220 | $113,197 | $104,899 | $101,373 | $501,867 | $436,689 | $401,572 |
Gross profit | 23,935 | 22,518 | 24,767 | 18,355 | 21,628 | 20,061 | 18,395 | 16,181 | 89,575 | 76,265 | 71,971 |
Net income | $7,424 | $7,244 | $8,113 | $4,317 | $7,441 | $6,143 | $5,247 | $4,925 | $27,098 | $23,756 | $22,688 |
Earnings per share: | |||||||||||
Basic (in dollars per share) | $0.43 | $0.38 | $0.42 | $0.23 | $0.39 | $0.32 | $0.27 | $0.26 | $1.45 | $1.24 | $1.20 |
Diluted (in dollars per share) | $0.43 | $0.37 | $0.42 | $0.22 | $0.38 | $0.32 | $0.27 | $0.26 | $1.43 | $1.23 | $1.18 |