Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 18, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | GPX | ||
Entity Common Stock, Shares Outstanding | 16,727,880 | ||
Entity Registrant Name | GP STRATEGIES CORP | ||
Entity Central Index Key | 70,415 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 434,631 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 21,030 | $ 14,541 |
Accounts and other receivables, less allowance for doubtful accounts of $1,856 in 2015 and $1,947 in 2014 | 90,912 | 99,638 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 46,061 | 30,211 |
Deferred tax assets | 0 | 3,252 |
Prepaid expenses and other current assets | 9,173 | 12,715 |
Total current assets | 167,176 | 160,357 |
Property, plant and equipment, net | 6,245 | 7,864 |
Goodwill | 121,975 | 125,757 |
Intangible assets, net | 6,221 | 10,535 |
Other assets, net | 733 | 939 |
Total assets | 302,350 | 305,452 |
Current liabilities: | ||
Short-term borrowings | 34,084 | 20,799 |
Current portion of long-term debt | 13,333 | 13,333 |
Accounts payable and accrued expenses | 61,071 | 59,018 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 18,366 | 23,670 |
Total current liabilities | 126,854 | 116,820 |
Long-term debt | 11,111 | 24,444 |
Deferred tax liabilities | 3,606 | 8,086 |
Other noncurrent liabilities | 2,435 | 4,377 |
Total liabilities | 144,006 | 153,727 |
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 17,222,781 shares in 2015 and 17,161,220 shares in 2014 | 172 | 171 |
Additional paid-in capital | 105,872 | 104,523 |
Retained earnings | 73,598 | 54,809 |
Treasury stock, at cost (336,593 shares in 2015 and 12,091 shares in 2014) | (8,497) | (381) |
Accumulated other comprehensive loss | (12,801) | (7,397) |
Total stockholders’ equity | 158,344 | 151,725 |
Total Liabilities and Stockholders' Equity | $ 302,350 | $ 305,452 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts and other receivables, allowance for doubtful accounts (in dollars) | $ 1,856 | $ 1,947 |
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 | 17,222,781 | 17,161,220 |
Treasury stock, shares | 336,593 | 12,091 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Revenue | $ 490,280 | $ 501,867 | $ 436,689 |
Cost of revenue | 408,288 | 412,292 | 360,424 |
Gross profit | 81,992 | 89,575 | 76,265 |
Selling, general and administrative expenses | 47,748 | 47,108 | 39,589 |
Restructuring charges | 1,551 | 0 | 0 |
Gain (loss) on change in fair value of contingent consideration, net | (371) | 1,392 | 1,676 |
Operating income | 32,322 | 43,859 | 38,352 |
Interest expense | 1,381 | 833 | 366 |
Other income (expense) (including interest income of $149 in 2015, $112 in 2014 and $56 in 2013) | (1,318) | (203) | 502 |
Income before income taxes | 29,623 | 42,823 | 38,488 |
Income tax expense | 10,834 | 15,725 | 14,732 |
Net income | $ 18,789 | $ 27,098 | $ 23,756 |
Basic weighted average shares outstanding (in shares) | 17,110 | 18,641 | 19,103 |
Diluted weighted average shares outstanding (in shares) | 17,264 | 18,887 | 19,362 |
Per common share data: | |||
Basic earnings per share (in dollars per share) | $ 1.10 | $ 1.45 | $ 1.24 |
Diluted earnings per share (in dollars per share) | $ 1.09 | $ 1.43 | $ 1.23 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Investment income, interest | $ 149 | $ 112 | $ 56 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 18,789 | $ 27,098 | $ 23,756 |
Foreign currency translation adjustments | (5,404) | (5,783) | 197 |
Comprehensive income | $ 13,385 | $ 21,315 | $ 23,953 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | 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] |
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 | (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) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 18,789 | 0 | 0 | 18,789 | 0 | 0 |
Foreign currency translation adjustments | (5,404) | 0 | 0 | 0 | 0 | (5,404) |
Repurchases of common stock in the open market | (12,347) | 0 | 0 | 0 | (12,347) | 0 |
Stock-based compensation expense | 3,050 | 0 | 3,050 | 0 | 0 | 0 |
Income tax benefit from stock-based compensation | 835 | 0 | 835 | 0 | 0 | 0 |
Shares withheld in exchange for tax withholding payments on stock-based compensation | (1,451) | 0 | (1,451) | 0 | 0 | 0 |
Issuance of stock for employer contributions to retirement plan | 2,711 | 1 | 681 | 0 | 2,029 | 0 |
Net issuances of stock pursuant to stock compensation plans and other | 436 | 0 | (1,766) | 0 | 2,202 | 0 |
Balance at Dec. 31, 2015 | $ 158,344 | $ 172 | $ 105,872 | $ 73,598 | $ (8,497) | $ (12,801) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Cash flows from operating activities: | |||
Net income | $ 18,789 | $ 27,098 | $ 23,756 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Loss (gain) on change in fair value of contingent consideration, net | 371 | (1,392) | (1,676) |
Depreciation and amortization | 7,865 | 9,758 | 8,617 |
Non-cash compensation expense | 6,059 | 4,823 | 3,673 |
Deferred income taxes | (1,096) | (113) | (285) |
Changes in other operating items, net of acquired amounts: | |||
Accounts and other receivables | 6,497 | (6,024) | (9,158) |
Costs and estimated earnings in excess of billings on uncompleted contracts | (16,942) | (8,291) | (4,941) |
Prepaid expenses and other current assets | 5,111 | (1,967) | (2,807) |
Accounts payable and accrued expenses | 3,856 | 8,794 | 1,174 |
Billings in excess of costs and estimated earnings on uncompleted contracts | (4,663) | 1,416 | (1,478) |
Income tax benefit from stock-based compensation | (835) | (2,506) | (359) |
Contingent consideration payments in excess of fair value on acquisition date | (325) | (1,043) | (708) |
Other | 867 | 445 | 445 |
Net cash provided by operating activities | 25,554 | 30,998 | 16,253 |
Cash flows from investing activities: | |||
Additions to property, plant and equipment | (2,357) | (2,757) | (6,714) |
Acquisitions, net of cash acquired | 0 | (8,670) | (13,505) |
Other investing activities | 186 | 246 | 0 |
Net cash used in investing activities | (2,171) | (11,181) | (20,219) |
Cash flows from financing activities: | |||
Short-term borrowings | 13,285 | 20,392 | 407 |
Proceeds from long-term debt | 0 | 40,000 | 0 |
Repayment of long-term debt | (13,333) | (2,223) | 0 |
Contingent consideration payments | (2,284) | (977) | (1,026) |
Change in negative cash book balance | (1,143) | (440) | 5,261 |
Repurchases of common stock | (11,559) | (66,640) | (1,747) |
Income tax benefit from stock-based compensation | 835 | 2,506 | 359 |
Tax withholding payments for employee stock-based compensation in exchange for shares surrendered | (1,451) | (3,407) | (623) |
Proceeds from issuance of common stock | 148 | 102 | 63 |
Other financing activities | (10) | (5) | (6) |
Net cash provided by (used in) financing activities | (15,512) | (10,692) | 2,688 |
Effect of exchange rate changes on cash and cash equivalents | (1,382) | (231) | (836) |
Net change in cash and cash equivalents | 6,489 | 8,894 | (2,114) |
Cash and cash equivalents at beginning of year | 14,541 | 5,647 | 7,761 |
Cash and cash equivalents at end of year | 21,030 | 14,541 | 5,647 |
Cash paid during the year for: | |||
Interest | 1,383 | 583 | 179 |
Income taxes | 8,273 | 17,439 | 13,879 |
Non-cash financing activities: | |||
Accrued share repurchases | 788 | 0 | 0 |
Accrued contingent consideration | $ 0 | $ 5,345 | $ 4,243 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
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 both the automotive sector and financial services & insurance sector. Revenue from the automotive industry accounted for approximately 19% , 14% and 16% of our consolidated revenue for the years ended December 31, 2015 , 2014 and 2013 , respectively. In addition, we have a concentration of revenue from a single automotive customer, which accounted for approximately 12% of our consolidated revenue for the year ended December 31, 2015 . As of December 31, 2015 accounts receivable from a single automotive customer totaled $10.0 million , or 11% , of our consolidated accounts receivable balance. Revenue from the financial services and insurance industry accounted for approximately 21% , 18% and 11% of our consolidated revenue for the years ended December 31, 2015 , 2014 and 2013 , respectively. Beginning in 2015, we have a concentration of revenue from a single financial services customer, which accounted for approximately 14% of our consolidated revenue for the year ended December 31, 2015 . As of December 31, 2015 , billed and unbilled accounts receivable from a single financial services customer totaled $27.6 million , or 20% , of our consolidated accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts balances. No other single customer accounted for more than 10% of our consolidated revenue in 2015 or consolidated accounts receivable balance as of December 31, 2015 . 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 $3.7 million and $4.8 million as of December 31, 2015 and 2014 , 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, 2015 2014 2013 (In thousands) Beginning balance $ 1,947 $ 1,405 $ 1,756 Additions 17 670 121 Deductions (108 ) (128 ) (472 ) Ending balance $ 1,856 $ 1,947 $ 1,405 Foreign Currency Translation The functional currencies of our international operations are the respective local currencies of the countries in which we operate. 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. We had foreign currency transaction losses totaling $2.0 million , $1.0 million and $0.1 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. 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 and intellectual property. 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 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. Historically, our annual impairment test date was December 31. In 2015, we changed our impairment test date to October 1. 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 test as of October 1, 2015 , we performed a quantitative step one goodwill impairment test and concluded that the fair values of each of our reporting units exceeded their respective carrying values. For our annual goodwill impairment test as of December 31, 2014 , 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 $0.2 million and $0.7 million as of December 31, 2015 and 2014 , 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, 2015 2014 2013 (In thousands) Non-dilutive instruments 15 — 28 Dilutive common stock equivalents 154 246 259 Stock-Based Compensation Pursuant to our stock-based incentive plans which are described more fully in Note 10, 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, 2015 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. Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. Accounting Standard Issued In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), 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 was originally effective for annual reporting periods, and interim periods within that period, beginning after December 15, 2016 and early adoption was not permitted. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-9. We are still in the process of evaluating the impact of adoption of this ASU on our consolidated financial statements and have not yet selected the method of adoption. Accounting Standard Adopted In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). Current GAAP requires an entity to separate deferred income tax assets and liabilities into current and noncurrent amounts on the balance sheet. To simplify the presentation of deferred income taxes, ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The amendments in ASU 2015-17 are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The standard can be applied either prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. We elected to adopt ASU 2015-17 beginning in the fourth quarter ended December 31, 2015 on a prospective basis. Accordingly, deferred tax assets which were classified as current asset |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions We did not complete any business acquisitions during the year ended December 31, 2015. 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 paid $2.6 million in 2015 with respect to the first twelve-month period following completion of the acquisition. The contingent consideration for the second twelve-month period following the acquisition will be calculated and paid during the second quarter of 2016. 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 below 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 Deferred tax liability 586 Total liabilities 2,108 Net assets acquired $ 14,349 The following table summarizes the purchase prices and purchase price allocations for the acquisitions completed during the year ended December 31, 2013 . A description of the acquired businesses is summarized below each table. 2013 Acquisitions (Dollars in thousands) Acquired company Prospero Lorien Acquisition date 5/31/2013 6/12/2013 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 earnings on uncompleted contracts 233 1,132 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 paid with respect to the two twelve-month periods following completion of the acquisition as the earnings targets were 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. A portion of the goodwill recorded for financial statement purposes is 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. 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, 2015 (dollars in thousands): Original range of potential undiscounted As of December 31, 2015 Maximum contingent consideration due in Acquisition: payments 2016 2017 Total Effective Companies $0 - $5,073 $ 2,536 $ — $ 2,536 Below is a summary of the changes in the recorded amount of contingent consideration liabilities from December 31, 2014 to December 31, 2015 for each acquisition (dollars in thousands): Liability as of 2015 Additions Change in Fair Value of Contingent Foreign Currency Liability as of Acquisition: Dec. 31, 2014 (Payments) Consideration Translation Dec. 31, 2015 Effective Companies $ 5,083 $ (2,609 ) $ 371 $ (464 ) $ 2,381 As of December 31, 2015 and 2014 , contingent consideration included in accounts payable and accrued expenses on the consolidated balance totaled $2.4 million and $2.7 million , respectively. As of December 31, 2014 , we also had accrued contingent consideration totaling $2.4 million , 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 Ass
Goodwill & Other Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014 were as follows (in thousands): Professional Sandy Performance Learning & Technical Training & Readiness Solutions Services Marketing Solutions Total Net book value at January 1, 2014 Goodwill $ 45,741 $ 52,544 $ 6,161 $ 27,958 $ 132,404 Accumulated impairment losses (2,079 ) (7,830 ) (5,508 ) — (15,417 ) Total 43,662 44,714 653 27,958 116,987 2014 Activity: Acquisitions 12,556 — — — 12,556 Foreign currency translation (3,124 ) (571 ) — (91 ) (3,786 ) Net book value at December 31, 2014 Goodwill 55,173 51,973 6,161 27,867 141,174 Accumulated impairment losses (2,079 ) (7,830 ) (5,508 ) — (15,417 ) Total 53,094 44,143 653 27,867 125,757 2015 Activity: Foreign currency translation (3,272 ) (441 ) — (69 ) (3,782 ) Net book value at December 31, 2015 Goodwill 51,901 51,532 6,161 27,798 137,392 Accumulated impairment losses (2,079 ) (7,830 ) (5,508 ) — (15,417 ) Total $ 49,822 $ 43,702 $ 653 $ 27,798 $ 121,975 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, 2015 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Customer relationships $ 19,351 $ (13,822 ) $ 5,529 Intellectual property and other 1,772 (1,080 ) 692 $ 21,123 $ (14,902 ) $ 6,221 December 31, 2014 Customer relationships $ 22,603 $ (13,042 ) $ 9,561 Intellectual property and other 2,160 (1,186 ) 974 $ 24,763 $ (14,228 ) $ 10,535 Amortization expense for intangible assets was $4.1 million , $5.7 million and $5.4 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Estimated future amortization expense for intangible assets included in our consolidated balance sheet as of December 31, 2015 is as follows (in thousands): Fiscal year ending: 2016 $ 3,130 2017 2,082 2018 900 2019 93 2020 16 Total $ 6,221 As of December 31, 2015 , our intangible assets with definite lives had a weighted average remaining useful life of 2.3 years . We have no amortizable intangible assets with indefinite useful lives. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 Machinery, equipment and vehicles $ 15,214 $ 15,890 Furniture and fixtures 3,254 3,006 Leasehold improvements 1,798 1,560 Buildings 363 381 20,629 20,837 Accumulated depreciation and amortization (14,384 ) (12,973 ) $ 6,245 $ 7,864 Depreciation expense was $3.5 million , $3.9 million and $3.0 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt On September 2, 2014, 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 , expiring on October 31, 2018 and for a term loan in the maximum principal amount of $40 million maturing on October 31, 2017, 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 quarter. Each unpaid advance on the revolving loan will bear interest until repaid. The term loan is payable in monthly installments equal to $1.1 million plus applicable interest, beginning on November 1, 2014 and ending on October 31, 2017. 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, 2015 . As of December 31, 2015 , our total long-term debt outstanding under the term loan was $24.4 million . In addition, there were $34.1 million of borrowings outstanding and $29.3 million of available borrowings under the revolving credit facility as of December 31, 2015 . For the years ended December 31, 2015 and 2014 , the weighted average interest rate on our borrowings was 2.0% and 1.7% , respectively. As of December 31, 2015 , 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, 2015 , our future minimum payments of long-term debt are as follows (in thousands): Fiscal year ending: 2016 $ 13,333 2017 11,111 Total $ 24,444 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 Trade accounts payable $ 13,981 $ 11,995 Accrued salaries, vacation and benefits 17,888 18,857 Other accrued expenses 23,143 20,608 Accrued contingent consideration 2,381 2,737 Negative cash book balance 3,678 4,821 $ 61,071 $ 59,018 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan We offer the GP Retirement Savings Plan (the “Plan”) to our employees in the United States. 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 2015 , 2014 and 2013 , we contributed 91,301 , 90,876 , and 84,333 shares, respectively, of our common stock directly to the Plan with a value of approximately $2.7 million , $2.5 million and $2.0 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 . For the years ended December 31, 2015 , 2014 and 2013 , we recognized total compensation expense of $2.7 million , $2.5 million and $2.2 million , respectively, in the consolidated statements of operations for matching contributions to the Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 , 2014 and 2013 are as follows (in thousands): Years ended December 31, 2015 2014 2013 Income before income taxes: Domestic $ 18,656 $ 38,359 $ 31,738 Foreign 10,967 4,464 6,750 Total income before income taxes $ 29,623 $ 42,823 $ 38,488 Income tax expense (benefit): Current: Federal $ 6,802 $ 11,799 $ 10,348 State and local 1,418 2,600 2,130 Foreign 3,710 1,439 2,539 Total current 11,930 15,838 15,017 Deferred: Federal (198 ) (9 ) 226 State and local 23 (23 ) 159 Foreign (921 ) (81 ) (670 ) Total deferred (1,096 ) (113 ) (285 ) Total income tax expense $ 10,834 $ 15,725 $ 14,732 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, 2015 2014 2013 Federal income tax rate 35.0 % 35.0 % 35.0 % State and local taxes net of federal benefit 3.2 4.3 3.9 Domestic production deduction (0.6 ) (3.7 ) — Foreign tax rate differential (4.3 ) (0.2 ) (1.4 ) Permanent differences 2.1 2.0 1.5 Other 1.2 (0.7 ) (0.7 ) Effective tax rate 36.6 % 36.7 % 38.3 % Uncertain Tax Positions As of December 31, 2015 and 2014 , we had no uncertain tax positions reflected on our consolidated balance sheet. 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 2012 through 2014 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. 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 our deferred tax assets and liabilities are as follows (in thousands): December 31, 2015 2014 Deferred tax assets: Allowance for doubtful accounts $ 692 $ 704 Accrued liabilities and other 2,807 1,882 Stock-based compensation expense 569 391 Net federal, state and foreign operating loss carryforwards 1,039 1,375 Deferred tax assets 5,107 4,352 Valuation allowance on deferred tax assets (1,194 ) (1,247 ) Deferred tax liabilities: Intangible assets, property and equipment, principally due to difference in depreciation and amortization 7,519 7,939 Net deferred tax liabilities $ (3,606 ) $ (4,834 ) As of December 31, 2015 , we had foreign net operating loss carryforwards of $5.2 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 as of each of the years ended December 31, 2015 and 2014 , 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, 2015 , we had approximately $34.1 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. |
Restructuring (Notes)
Restructuring (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring During the third quarter of 2015, we implemented a cost savings initiative to better align costs with revenues and improve our operating margins. The initiatives included a workforce reduction, lease exit costs and other general expense controls. We recorded severance expense of $1.4 million for the year ended December 31, 2015 which is included in Restructuring charges on the consolidated statements of operations and is expected to be substantially paid by the end of the first quarter of 2016. We also incurred an immaterial amount of lease termination costs during the third quarter of 2015. The total remaining liability under these restructuring activities was $0.5 million as of December 31, 2015 and is included in accounts payable and accrued expenses on the consolidated balance sheet. We expect these restructuring activities to be substantially completed by the end of the first quarter of 2016. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 , there were 874,275 shares available for issuance of future grants of awards under the 2011 Plan. As of December 31, 2015 , there were 72,850 shares representing outstanding awards under the Prior Plans and 311,840 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, 2015 2014 2013 Cost of revenue $ 2,366 $ 1,609 $ 1,163 Selling, general and administrative expenses 684 519 465 Total stock-based compensation expense $ 3,050 $ 2,128 $ 1,628 We recognized a deferred income tax benefit of $1.1 million , $0.7 million and $0.5 million , respectively, during the years ended December 31, 2015 , 2014 , and 2013 associated with the compensation expense recognized in our consolidated financial statements. As of December 31, 2015 , 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 options Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding at December 31, 2014 229,150 $ 11.54 Granted — — Exercised (117,600 ) 8.68 Forfeited (1,000 ) 15.65 Expired — — Outstanding at December 31, 2015 110,550 $ 14.54 1.44 $ 1,169,000 Stock options expected to vest 110,250 $ 14.54 1.44 $ 1,165,000 Exercisable at December 31, 2015 74,050 $ 14.37 1.38 $ 795,000 As of December 31, 2015 , we had approximately $0.1 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 0.8 years. We received cash for the exercise price associated with stock options exercised of $0.1 million during each of the years ended December 31, 2015 , 2014 and 2013 , respectively. During the years ended December 31, 2015 , 2014 , and 2013 we settled 104,000 , 327,100 , and 44,800 outstanding stock options, respectively, held by our employees by issuing 46,432 , 140,544 and 17,048 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 $2.3 million , $7.0 million and $0.7 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. During the years ended December 31, 2015 , 2014 and 2013 , we realized excess income tax benefits of $0.8 million , $2.5 million and $0.4 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 December 31, 2015 Weighted average grant date fair value (In shares) (In dollars) Outstanding and unvested, beginning of period 263,084 $ 25.00 Granted 89,180 35.77 Vested (76,757 ) 24.15 Forfeited (1,367 ) 25.98 Outstanding and unvested, end of period 274,140 $ 28.74 Restricted stock units expected to vest 243,080 $ 28.28 The total intrinsic value realized by participants upon the vesting of restricted stock units was $2.0 million , $1.6 million and $1.2 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. As of December 31, 2015 , we had unrecognized compensation cost of $5.6 million related to the unvested portion of our outstanding restricted stock units to be recognized over a weighted average remaining service period of 2.4 years . On March 30, 2015, the Compensation Committee approved an incentive program providing for the issuance to certain executives of the Company a combination of performance-based and time-based restricted stock units under the 2011 Plan. Under the program, a target level of equity compensation is set for each officer. The total equity compensation is divided into performance-based and time-based restricted stock units. Under the program, the Compensation Committee sets the performance-based goals within the first 90 days of each year. On March 30, 2015, the Compensation Committee granted 52,476 performance-based restricted stock units ("PSU's") to certain officers of the Company. Vesting of the PSU's is contingent upon the employee's continued employment and the Company's achievement of certain performance goals during a three-year performance period. The performance goals are established by the Compensation Committee and for the 2015-2017 performance period are based on financial targets, including an average annual return on invested capital (“ROIC”) and average annual growth in earnings before interest, taxes, depreciation and amortization (adjusted to exclude the effect of acquisitions, dispositions, and certain other nonrecurring or extraordinary items) (“Adjusted EBITDA”). We recognize compensation expense, net of estimated forfeitures, for PSU's on a straight-line basis over the performance period based on the probable outcome of achievement of the financial targets. At the end of each reporting period, we estimate the number of PSU's expected to vest, based on the probability and extent to which the performance goals will be met, and take into account these estimates when calculating the expense for the period. If the number of shares expected to be earned changes during the performance period, we will make a cumulative adjustment to compensation expense based on the revised number of shares expected to be earned. Also on March 30, 2015 in conjunction with the grant of PSU's, the Compensation Committee granted a total of 29,644 time-based restricted stock units to the same officers of the Company. Vesting of the time-based restricted stock units is subject to the employee's continued employment through December 31, 2017. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | Common Stock The holders of common stock are entitled to one vote per share. As of December 31, 2015 , there were 16,886,188 shares of common stock issued and outstanding. In addition, as of December 31, 2015 , there were 384,690 shares reserved for issuance under outstanding equity compensation awards such as stock options and restricted stock units and an additional 874,275 shares available for issuance for future grants of awards under the 2011 Plan. Share Repurchase - Modified "Dutch auction" Tender Offer In September 2014, we conducted 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 resulted 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 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. 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 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, 2015 , 2014 and 2013 , we repurchased approximately 477,000 , 147,000 and 67,000 shares, respectively, of our common stock in the open market for a total cost of approximately $12.3 million , $3.7 million and $1.7 million , respectively. As of December 31, 2015 , there was approximately $14.0 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, 2015 , Sagard beneficially owned 3,516,274 shares or 20.8% 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 filed a registration statement with the Securities and Exchange Commission (the “SEC”) 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 filed the registration statement with the SEC on September 27, 2010 and it was declared effective by the SEC on October 8, 2010. If we 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. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments As of December 31, 2015 , we operated through four reportable business segments: (i) Learning Solutions, (ii) Professional & Technical Services, (iii) Sandy Training & Marketing, and (iv) Performance Readiness Solutions. Each of our reportable segments represents an operating segment under U.S. GAAP. 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, tax, 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. Effective January 1, 2015, we realigned our operating groups, centralizing our service offerings to better respond to our customers' global needs, and to improve our internal efficiencies to leverage common technologies and practices across the company. This resulted in changes to our organizational structure to transfer the management responsibility of certain business units between segments, which changed the composition of certain of our operating segments. The changes primarily consisted of: (i) the Energy Services group became part of the Professional & Technical Services segment; (ii) certain business units providing leadership development offerings were transferred from the Learning Solutions segment to the Performance Readiness Solutions segment, (iii) a business unit which predominantly provides content development services to U.S. government and commercial clients transferred from the Professional & Technical Services segment to the Performance Readiness Solutions segment; and (iv) two business units providing engineering and technical services in Europe were transferred from the Learning Solutions segment to the Professional & Technical Services segment. We have reclassified the segment financial information herein for the prior year to reflect these changes and conform to the current year's presentation. 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 serves large companies in the electronics and semiconductors, healthcare, software, financial services and other industries as well as government agencies. This segment also provides apprenticeship and vocational skills training funded by an agency of the United Kingdom government. 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. The Professional & Technical Services segment provides 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 energy and petrochemical industries; federal and state government agencies; and large government contractors. Our proprietary EtaPRO TM 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 TM 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. 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 including through custom publications. 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, training content development and sales enablement solutions. This segment also offers organization performance solutions, including leadership development training and employee engagement tools and services. Industries served include manufacturing, aerospace, healthcare, life sciences, consumer products, financial, telecommunications and higher education as well as government agencies. We do not allocate the following items to the segments: selling, general & administrative expenses, restructuring charges, other income (expense), 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, 2015 2014 2013 Revenue: Learning Solutions $ 207,039 $ 198,242 $ 153,105 Professional & Technical Services 119,092 151,559 129,057 Sandy Training & Marketing 87,567 67,694 70,699 Performance Readiness Solutions 76,582 84,372 83,828 $ 490,280 $ 501,867 $ 436,689 Gross Profit: Learning Solutions $ 36,223 $ 32,761 $ 29,039 Professional & Technical Services 23,621 33,350 24,713 Sandy Training & Marketing 11,321 10,903 10,748 Performance Readiness Solutions 10,827 12,561 11,765 Total gross profit 81,992 89,575 76,265 Selling, general and administrative expenses 47,748 47,108 39,589 Restructuring charges 1,551 — — Gain (loss) on change in fair value of contingent consideration, net (371 ) 1,392 1,676 Operating income 32,322 43,859 38,352 Interest expense 1,381 833 366 Other income (expense) (1,318 ) (203 ) 502 Income before income tax expense $ 29,623 $ 42,823 $ 38,488 Additional information relating to our business segments is as follows (in thousands): December 31, 2015 2014 Identifiable assets: Learning Solutions $ 139,881 $ 152,897 Professional & Technical Services 81,183 83,458 Sandy Training & Marketing 25,769 18,547 Performance Readiness Solutions 55,517 50,550 Total assets $ 302,350 $ 305,452 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, 2015 2014 2013 Additions to property, plant and equipment: Learning Solutions $ 768 $ 1,094 $ 1,811 Professional & Technical Services 269 451 731 Sandy Training & Marketing 77 8 11 Performance Readiness Solutions 496 50 583 Corporate and other 747 1,154 3,578 $ 2,357 $ 2,757 $ 6,714 Depreciation and amortization: Learning Solutions $ 3,189 $ 3,754 $ 2,915 Professional & Technical Services 1,152 1,333 1,199 Sandy Training & Marketing 465 427 433 Performance Readiness Solutions 1,446 2,029 2,243 Corporate and other 1,613 2,215 1,827 $ 7,865 $ 9,758 $ 8,617 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, 2015 2014 2013 United States $ 341,581 $ 380,052 $ 347,251 United Kingdom 98,991 83,652 65,578 Other 49,708 38,163 23,860 $ 490,280 $ 501,867 $ 436,689 Information about our total assets in different geographic regions is as follows (in thousands): December 31, 2015 2014 United States $ 182,256 $ 183,623 United Kingdom 66,122 68,285 Other 53,972 53,544 $ 302,350 $ 305,452 |
Commitments, Guarantees, and Co
Commitments, Guarantees, and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
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 property Machinery and equipment Total 2016 $ 7,555 $ 947 $ 8,502 2017 6,484 390 6,874 2018 4,702 62 4,764 2019 3,552 15 3,567 2020 2,840 1 2,841 Thereafter 11,499 — 11,499 Total $ 36,632 $ 1,415 $ 38,047 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 $10.2 million , $9.8 million and $8.5 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Other As of December 31, 2015 , we had eight outstanding letters of credit totaling $1.6 million , which expire in 2016 through 2018. In addition, we have one outstanding performance bond for $0.6 million for a construction contract which was completed in 2015. |
Quarterly Information (unaudite
Quarterly Information (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
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 2015 March 31 June 30 September 30 December 31 December 31 Revenue $ 115,253 $ 125,665 $ 122,931 $ 126,431 $ 490,280 Gross profit 19,135 20,076 20,369 22,412 81,992 Net income 4,107 4,714 3,716 6,252 18,789 Earnings per share: Basic $ 0.24 $ 0.27 $ 0.22 $ 0.37 $ 1.10 Diluted $ 0.24 $ 0.27 $ 0.22 $ 0.37 $ 1.09 2014 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 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 S23
Description of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 both the automotive sector and financial services & insurance sector. Revenue from the automotive industry accounted for approximately 19% , 14% and 16% of our consolidated revenue for the years ended December 31, 2015 , 2014 and 2013 , respectively. In addition, we have a concentration of revenue from a single automotive customer, which accounted for approximately 12% of our consolidated revenue for the year ended December 31, 2015 . As of December 31, 2015 accounts receivable from a single automotive customer totaled $10.0 million , or 11% , of our consolidated accounts receivable balance. Revenue from the financial services and insurance industry accounted for approximately 21% , 18% and 11% of our consolidated revenue for the years ended December 31, 2015 , 2014 and 2013 , respectively. Beginning in 2015, we have a concentration of revenue from a single financial services customer, which accounted for approximately 14% of our consolidated revenue for the year ended December 31, 2015 . As of December 31, 2015 , billed and unbilled accounts receivable from a single financial services customer totaled $27.6 million , or 20% , of our consolidated accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts balances. No other single customer accounted for more than 10% of our consolidated revenue in 2015 or consolidated accounts receivable balance as of December 31, 2015 . |
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 $3.7 million and $4.8 million as of December 31, 2015 and 2014 , 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. |
Foreign Currency Translation | Foreign Currency Translation The functional currencies of our international operations are the respective local currencies of the countries in which we operate. 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 and intellectual property. 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 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. Historically, our annual impairment test date was December 31. In 2015, we changed our impairment test date to October 1. 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 test as of October 1, 2015 , we performed a quantitative step one goodwill impairment test and concluded that the fair values of each of our reporting units exceeded their respective carrying values. For our annual goodwill impairment test as of December 31, 2014 , 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. |
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: |
Stock-based Compensation | Stock-Based Compensation Pursuant to our stock-based incentive plans which are described more fully in Note 10, 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, 2015 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. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. |
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 ("ASU 2014-09"), 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 was originally effective for annual reporting periods, and interim periods within that period, beginning after December 15, 2016 and early adoption was not permitted. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-9. We are still in the process of evaluating the impact of adoption of this ASU on our consolidated financial statements and have not yet selected the method of adoption. Accounting Standard Adopted In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). Current GAAP requires an entity to separate deferred income tax assets and liabilities into current and noncurrent amounts on the balance sheet. To simplify the presentation of deferred income taxes, ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The amendments in ASU 2015-17 are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The standard can be applied either prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. We elected to adopt ASU 2015-17 beginning in the fourth quarter ended December 31, 2015 on a prospective basis. Accordingly, deferred tax assets which were classified as current assets on our consolidated balance sheet as of December 31, 2014 have not been restated. |
Description of Business and S24
Description of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 2013 (In thousands) Beginning balance $ 1,947 $ 1,405 $ 1,756 Additions 17 670 121 Deductions (108 ) (128 ) (472 ) Ending balance $ 1,856 $ 1,947 $ 1,405 |
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, 2015 2014 2013 (In thousands) Non-dilutive instruments 15 — 28 Dilutive common stock equivalents 154 246 259 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 (dollars in thousands): Original range of potential undiscounted As of December 31, 2015 Maximum contingent consideration due in Acquisition: payments 2016 2017 Total Effective Companies $0 - $5,073 $ 2,536 $ — $ 2,536 |
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, 2014 to December 31, 2015 for each acquisition (dollars in thousands): Liability as of 2015 Additions Change in Fair Value of Contingent Foreign Currency Liability as of Acquisition: Dec. 31, 2014 (Payments) Consideration Translation Dec. 31, 2015 Effective Companies $ 5,083 $ (2,609 ) $ 371 $ (464 ) $ 2,381 |
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 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 table summarizes the purchase prices and purchase price allocations for the acquisitions completed during the year ended December 31, 2013 . A description of the acquired businesses is summarized below each table. 2013 Acquisitions (Dollars in thousands) Acquired company Prospero Lorien Acquisition date 5/31/2013 6/12/2013 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 earnings on uncompleted contracts 233 1,132 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. |
Goodwill & Other Intangible A26
Goodwill & Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014 were as follows (in thousands): Professional Sandy Performance Learning & Technical Training & Readiness Solutions Services Marketing Solutions Total Net book value at January 1, 2014 Goodwill $ 45,741 $ 52,544 $ 6,161 $ 27,958 $ 132,404 Accumulated impairment losses (2,079 ) (7,830 ) (5,508 ) — (15,417 ) Total 43,662 44,714 653 27,958 116,987 2014 Activity: Acquisitions 12,556 — — — 12,556 Foreign currency translation (3,124 ) (571 ) — (91 ) (3,786 ) Net book value at December 31, 2014 Goodwill 55,173 51,973 6,161 27,867 141,174 Accumulated impairment losses (2,079 ) (7,830 ) (5,508 ) — (15,417 ) Total 53,094 44,143 653 27,867 125,757 2015 Activity: Foreign currency translation (3,272 ) (441 ) — (69 ) (3,782 ) Net book value at December 31, 2015 Goodwill 51,901 51,532 6,161 27,798 137,392 Accumulated impairment losses (2,079 ) (7,830 ) (5,508 ) — (15,417 ) Total $ 49,822 $ 43,702 $ 653 $ 27,798 $ 121,975 |
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, 2015 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Customer relationships $ 19,351 $ (13,822 ) $ 5,529 Intellectual property and other 1,772 (1,080 ) 692 $ 21,123 $ (14,902 ) $ 6,221 December 31, 2014 Customer relationships $ 22,603 $ (13,042 ) $ 9,561 Intellectual property and other 2,160 (1,186 ) 974 $ 24,763 $ (14,228 ) $ 10,535 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense for intangible assets included in our consolidated balance sheet as of December 31, 2015 is as follows (in thousands): Fiscal year ending: 2016 $ 3,130 2017 2,082 2018 900 2019 93 2020 16 Total $ 6,221 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consisted of the following (in thousands): December 31, 2015 2014 Machinery, equipment and vehicles $ 15,214 $ 15,890 Furniture and fixtures 3,254 3,006 Leasehold improvements 1,798 1,560 Buildings 363 381 20,629 20,837 Accumulated depreciation and amortization (14,384 ) (12,973 ) $ 6,245 $ 7,864 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | As of December 31, 2015 , our future minimum payments of long-term debt are as follows (in thousands): Fiscal year ending: 2016 $ 13,333 2017 11,111 Total $ 24,444 |
Accounts Payable and Accrued 29
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following (in thousands): December 31, 2015 2014 Trade accounts payable $ 13,981 $ 11,995 Accrued salaries, vacation and benefits 17,888 18,857 Other accrued expenses 23,143 20,608 Accrued contingent consideration 2,381 2,737 Negative cash book balance 3,678 4,821 $ 61,071 $ 59,018 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 , 2014 and 2013 are as follows (in thousands): Years ended December 31, 2015 2014 2013 Income before income taxes: Domestic $ 18,656 $ 38,359 $ 31,738 Foreign 10,967 4,464 6,750 Total income before income taxes $ 29,623 $ 42,823 $ 38,488 Income tax expense (benefit): Current: Federal $ 6,802 $ 11,799 $ 10,348 State and local 1,418 2,600 2,130 Foreign 3,710 1,439 2,539 Total current 11,930 15,838 15,017 Deferred: Federal (198 ) (9 ) 226 State and local 23 (23 ) 159 Foreign (921 ) (81 ) (670 ) Total deferred (1,096 ) (113 ) (285 ) Total income tax expense $ 10,834 $ 15,725 $ 14,732 |
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, 2015 2014 2013 Federal income tax rate 35.0 % 35.0 % 35.0 % State and local taxes net of federal benefit 3.2 4.3 3.9 Domestic production deduction (0.6 ) (3.7 ) — Foreign tax rate differential (4.3 ) (0.2 ) (1.4 ) Permanent differences 2.1 2.0 1.5 Other 1.2 (0.7 ) (0.7 ) Effective tax rate 36.6 % 36.7 % 38.3 % |
Schedule of deferred tax assets and liabilities | Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2015 2014 Deferred tax assets: Allowance for doubtful accounts $ 692 $ 704 Accrued liabilities and other 2,807 1,882 Stock-based compensation expense 569 391 Net federal, state and foreign operating loss carryforwards 1,039 1,375 Deferred tax assets 5,107 4,352 Valuation allowance on deferred tax assets (1,194 ) (1,247 ) Deferred tax liabilities: Intangible assets, property and equipment, principally due to difference in depreciation and amortization 7,519 7,939 Net deferred tax liabilities $ (3,606 ) $ (4,834 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 2013 Cost of revenue $ 2,366 $ 1,609 $ 1,163 Selling, general and administrative expenses 684 519 465 Total stock-based compensation expense $ 3,050 $ 2,128 $ 1,628 |
Schedule of Non-qualified Stock Option Activity | Summarized information for our non-qualified stock options is as follows: Stock Options Number of options Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding at December 31, 2014 229,150 $ 11.54 Granted — — Exercised (117,600 ) 8.68 Forfeited (1,000 ) 15.65 Expired — — Outstanding at December 31, 2015 110,550 $ 14.54 1.44 $ 1,169,000 Stock options expected to vest 110,250 $ 14.54 1.44 $ 1,165,000 Exercisable at December 31, 2015 74,050 $ 14.37 1.38 $ 795,000 |
Schedule of Restricted Stock Units Activity | Summarized share information for our restricted stock units is as follows: Year ended December 31, 2015 Weighted average grant date fair value (In shares) (In dollars) Outstanding and unvested, beginning of period 263,084 $ 25.00 Granted 89,180 35.77 Vested (76,757 ) 24.15 Forfeited (1,367 ) 25.98 Outstanding and unvested, end of period 274,140 $ 28.74 Restricted stock units expected to vest 243,080 $ 28.28 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 2013 Revenue: Learning Solutions $ 207,039 $ 198,242 $ 153,105 Professional & Technical Services 119,092 151,559 129,057 Sandy Training & Marketing 87,567 67,694 70,699 Performance Readiness Solutions 76,582 84,372 83,828 $ 490,280 $ 501,867 $ 436,689 Gross Profit: Learning Solutions $ 36,223 $ 32,761 $ 29,039 Professional & Technical Services 23,621 33,350 24,713 Sandy Training & Marketing 11,321 10,903 10,748 Performance Readiness Solutions 10,827 12,561 11,765 Total gross profit 81,992 89,575 76,265 Selling, general and administrative expenses 47,748 47,108 39,589 Restructuring charges 1,551 — — Gain (loss) on change in fair value of contingent consideration, net (371 ) 1,392 1,676 Operating income 32,322 43,859 38,352 Interest expense 1,381 833 366 Other income (expense) (1,318 ) (203 ) 502 Income before income tax expense $ 29,623 $ 42,823 $ 38,488 |
Additional Information Relating To Business Segments | Additional information relating to our business segments is as follows (in thousands): December 31, 2015 2014 Identifiable assets: Learning Solutions $ 139,881 $ 152,897 Professional & Technical Services 81,183 83,458 Sandy Training & Marketing 25,769 18,547 Performance Readiness Solutions 55,517 50,550 Total assets $ 302,350 $ 305,452 |
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, 2015 2014 2013 Additions to property, plant and equipment: Learning Solutions $ 768 $ 1,094 $ 1,811 Professional & Technical Services 269 451 731 Sandy Training & Marketing 77 8 11 Performance Readiness Solutions 496 50 583 Corporate and other 747 1,154 3,578 $ 2,357 $ 2,757 $ 6,714 Depreciation and amortization: Learning Solutions $ 3,189 $ 3,754 $ 2,915 Professional & Technical Services 1,152 1,333 1,199 Sandy Training & Marketing 465 427 433 Performance Readiness Solutions 1,446 2,029 2,243 Corporate and other 1,613 2,215 1,827 $ 7,865 $ 9,758 $ 8,617 |
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, 2015 2014 2013 United States $ 341,581 $ 380,052 $ 347,251 United Kingdom 98,991 83,652 65,578 Other 49,708 38,163 23,860 $ 490,280 $ 501,867 $ 436,689 |
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, 2015 2014 United States $ 182,256 $ 183,623 United Kingdom 66,122 68,285 Other 53,972 53,544 $ 302,350 $ 305,452 |
Commitments, Guarantees, and 33
Commitments, Guarantees, and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 property Machinery and equipment Total 2016 $ 7,555 $ 947 $ 8,502 2017 6,484 390 6,874 2018 4,702 62 4,764 2019 3,552 15 3,567 2020 2,840 1 2,841 Thereafter 11,499 — 11,499 Total $ 36,632 $ 1,415 $ 38,047 |
Quarterly Information (unaudi34
Quarterly Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 2015 March 31 June 30 September 30 December 31 December 31 Revenue $ 115,253 $ 125,665 $ 122,931 $ 126,431 $ 490,280 Gross profit 19,135 20,076 20,369 22,412 81,992 Net income 4,107 4,714 3,716 6,252 18,789 Earnings per share: Basic $ 0.24 $ 0.27 $ 0.22 $ 0.37 $ 1.10 Diluted $ 0.24 $ 0.27 $ 0.22 $ 0.37 $ 1.09 2014 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 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 S35
Description of Business and Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ 1,947 | $ 1,405 | $ 1,756 |
Additions | 17 | 670 | 121 |
Deductions | (108) | (128) | (472) |
Ending balance | $ 1,856 | $ 1,947 | $ 1,405 |
Description of Business and S36
Description of Business and Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2015 | |
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 S37
Description of Business and Significant Accounting Policies (Details 2) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Non-dilutive instruments | 15 | 0 | 28 |
Dilutive common stock equivalents | 154 | 246 | 259 |
Description of Business and S38
Description of Business and Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Concentration Risk [Line Items] | |||
Accounts and other receivables | $ 90,912 | $ 99,638 | |
Negative cash book balance | 3,678 | 4,821 | |
Foreign currency transaction loss | $ 2,000 | 1,000 | $ 100 |
Ownership percentage | 5.00% | ||
Capitalized setup costs | $ 200 | $ 700 | |
Single Automotive Customer [Member] | |||
Concentration Risk [Line Items] | |||
Maximum concentration risk percentage | 10.00% | ||
Accounts Receivable [Member] | Automotive Industry [Member] | Single Automotive Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 11.00% | ||
Accounts and other receivables | $ 10,000 | ||
Accounts Receivable [Member] | Financial & Insurance Industry [Member] | Single Financial Services Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 20.00% | ||
Accounts and other receivables | $ 27,600 | ||
Sales Revenue, Net [Member] | Automotive Industry [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 19.00% | 14.00% | 16.00% |
Sales Revenue, Net [Member] | Automotive Industry [Member] | Single Automotive Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 12.00% | ||
Sales Revenue, Net [Member] | Financial & Insurance Industry [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 21.00% | 18.00% | 11.00% |
Sales Revenue, Net [Member] | Financial & Insurance Industry [Member] | Single Financial Services Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 14.00% |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Apr. 01, 2014 | Jun. 12, 2013 | May. 31, 2013 | Jun. 30, 2013 | May. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Purchase price allocation: | ||||||||
Goodwill | $ 121,975 | $ 125,757 | $ 116,987 | |||||
Effective Companies [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
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] | ||||||||
Acquisition date | May 31, 2013 | |||||||
Cash purchase price | $ 7,000 | $ 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 | Jun. 12, 2013 | |||||||
Cash purchase price | $ 6,700 | $ 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 |
Acquisitions (Details 1)
Acquisitions (Details 1) - Effective Companies [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Apr. 01, 2014 |
Business Acquisition [Line Items] | ||
Original range of potential undiscounted payments minimum | $ 0 | |
Original range of potential undiscounted payments maximum | 5,073 | |
Maximum contingent consideration due in 2015 | 2,536 | |
Maximum contingent consideration due in 2016 | 0 | |
Maximum contingent consideration due in Total | $ 2,536 | $ 5,700 |
Acquisitions (Details 2)
Acquisitions (Details 2) - Effective Companies [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Change in Contingent Consideration [Roll Forward] | |
Beginning balance of liability | $ 5,083 |
Additions (Payments) | (2,609) |
Change in Fair Value of Contingent Consideration | 371 |
Foreign Currency Translation | (464) |
Ending balance of liability | $ 2,381 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) $ in Thousands | Apr. 01, 2014USD ($)period | Jun. 12, 2013USD ($) | May. 31, 2013USD ($)period | Jun. 30, 2013USD ($) | May. 31, 2013USD ($)period | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | |||||||
Acquired finite-lived intangible assets, weighted average useful life | 2 years 3 months | ||||||
Business acquisition contingent consideration, other long term liability | $ 2,400 | ||||||
Accounts payable and accrued liability | 2,400 | $ 2,700 | |||||
Effective Companies [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash purchase price | $ 9,000 | ||||||
Additional consideration contingent on achieving certain earnings targets | $ 5,700 | 2,536 | |||||
Number of earning target periods | period | 2 | ||||||
Contingent Consideration Liability Additions (Payments) | $ (2,609) | ||||||
Contingent consideration earnings target period | 12 months | ||||||
Amortizable intangible assets | $ 1,613 | ||||||
Prospero [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash purchase price | $ 7,000 | $ 7,028 | |||||
Number of earning target periods | period | 2 | 2 | |||||
Additional contingent consideration | $ 4,700 | $ 4,700 | |||||
Lorien [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash purchase price | $ 6,700 | $ 6,734 | |||||
Additional contingent consideration | $ 1,000 | ||||||
Intangible Assets [Member] | Effective Companies [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Amortizable intangible assets | $ 1,600 | ||||||
Acquired finite-lived intangible assets, weighted average useful life | 4 years | ||||||
Customer-Related Intangible Assets [Member] | Prospero [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | ||||||
Acquisitions | $ 2,800 | $ 2,800 | |||||
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 |
Goodwill & Other Intangible A43
Goodwill & Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | ||
Goodwill | $ 141,174 | $ 132,404 |
Accumulated Impairment losses | (15,417) | (15,417) |
Total | 125,757 | 116,987 |
Acquisitions | 12,556 | |
Foreign currency translation | (3,782) | (3,786) |
Goodwill | 137,392 | 141,174 |
Accumulated impairment losses | (15,417) | (15,417) |
Total | 121,975 | 125,757 |
Learning Solutions [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 55,173 | 45,741 |
Accumulated Impairment losses | (2,079) | (2,079) |
Total | 53,094 | 43,662 |
Acquisitions | 12,556 | |
Foreign currency translation | (3,272) | (3,124) |
Goodwill | 51,901 | 55,173 |
Accumulated impairment losses | (2,079) | (2,079) |
Total | 49,822 | 53,094 |
Professional and Technical Services [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 51,973 | 52,544 |
Accumulated Impairment losses | (7,830) | (7,830) |
Total | 44,143 | 44,714 |
Acquisitions | 0 | |
Foreign currency translation | (441) | (571) |
Goodwill | 51,532 | 51,973 |
Accumulated impairment losses | (7,830) | (7,830) |
Total | 43,702 | 44,143 |
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 | |
Foreign currency translation | 0 | 0 |
Goodwill | 6,161 | 6,161 |
Accumulated impairment losses | (5,508) | (5,508) |
Total | 653 | 653 |
Performance Readiness Group [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill | 27,867 | 27,958 |
Accumulated Impairment losses | 0 | 0 |
Total | 27,867 | 27,958 |
Acquisitions | 0 | |
Foreign currency translation | (69) | (91) |
Goodwill | 27,798 | 27,867 |
Accumulated impairment losses | 0 | 0 |
Total | $ 27,798 | $ 27,867 |
Goodwill & Other Intangible A44
Goodwill & Other Intangible Assets (Details 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 21,123 | $ 24,763 |
Accumulated Amortization | (14,902) | (14,228) |
Net Carrying Amount | 6,221 | 10,535 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 19,351 | 22,603 |
Accumulated Amortization | (13,822) | (13,042) |
Net Carrying Amount | 5,529 | 9,561 |
Intellectual property and other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,772 | 2,160 |
Accumulated Amortization | (1,080) | (1,186) |
Net Carrying Amount | $ 692 | $ 974 |
Goodwill & Other Intangible A45
Goodwill & Other Intangible Assets (Details 2) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 3,130 | |
2,017 | 2,082 | |
2,018 | 900 | |
2,019 | 93 | |
2,020 | 16 | |
Total | $ 6,221 | $ 10,535 |
Goodwill & Other Intangible A46
Goodwill & Other Intangible Assets (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 4.1 | $ 5.7 | $ 5.4 |
Acquired finite-lived intangible assets, weighted average useful life | 2 years 3 months |
Property, Plant and Equipment47
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Machinery, equipment and vehicles | $ 15,214 | $ 15,890 |
Furniture and fixtures | 3,254 | 3,006 |
Leasehold improvements | 1,798 | 1,560 |
Buildings | 363 | 381 |
Property, Plant and Equipment, Gross, Total | 20,629 | 20,837 |
Accumulated depreciation and amortization | (14,384) | (12,973) |
Property, Plant and Equipment, Net, Total | $ 6,245 | $ 7,864 |
Property, Plant and Equipment48
Property, Plant and Equipment (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 3.5 | $ 3.9 | $ 3 |
Debt (Details)
Debt (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,016 | $ 13,333 |
2,017 | 11,111 |
Total | $ 24,444 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | Sep. 02, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Short-term Debt [Line Items] | ||||
Long-term Debt | $ 24,444,000 | $ 24,444,000 | ||
Short-term borrowings | 34,084,000 | 34,084,000 | $ 20,799,000 | |
Revolving Credit Facility [Member] | ||||
Short-term Debt [Line Items] | ||||
Short-term borrowings | 34,100,000 | 34,100,000 | ||
Available borrowing capacity | 29,300,000 | $ 29,300,000 | ||
Interest rate during period (percent) | 2.00% | 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 | $ 24,400,000 | $ 24,400,000 | ||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||
Short-term Debt [Line Items] | ||||
Maximum borrowing capacity | $ 65,000,000 |
Accounts Payable and Accrued 51
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 13,981 | $ 11,995 |
Accrued salaries, vacation and benefits | 17,888 | 18,857 |
Other accrued expenses | 23,143 | 20,608 |
Accrued contingent consideration | 2,381 | 2,737 |
Negative cash book balance | 3,678 | 4,821 |
Accounts Payable and Accrued Liabilities, Current, Total | $ 61,071 | $ 59,018 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Value of contributed shares | $ 2,711 | $ 2,469 | $ 2,045 |
United States Postretirement Benefit Plan of US Entity [Member] | GP Retirement Savings Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Discretionary contribution shares | 91,301 | 90,876 | 84,333 |
Value of contributed shares | $ 2,700 | $ 2,500 | $ 2,000 |
Contributed cash | 200 | ||
Total compensation expense | 2,700 | 2,500 | 2,200 |
Foreign Postretirement Benefit Plan [Member] | Defined Contribution Pension Schemes [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributed cash | $ 2,400 | $ 1,900 | $ 800 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income before income taxes: | |||
Domestic | $ 18,656 | $ 38,359 | $ 31,738 |
Foreign | 10,967 | 4,464 | 6,750 |
Total income before income taxes | 29,623 | 42,823 | 38,488 |
Current: | |||
Federal | 6,802 | 11,799 | 10,348 |
State and local | 1,418 | 2,600 | 2,130 |
Foreign | 3,710 | 1,439 | 2,539 |
Total current | 11,930 | 15,838 | 15,017 |
Deferred: | |||
Federal | (198) | (9) | 226 |
State and local | 23 | (23) | 159 |
Foreign | (921) | (81) | (670) |
Total deferred | (1,096) | (113) | (285) |
Total income tax expense | $ 10,834 | $ 15,725 | $ 14,732 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax rate | 35.00% | 35.00% | 35.00% |
State and local taxes net of federal benefit | 3.20% | 4.30% | 3.90% |
Domestic production deduction | (0.60%) | (3.70%) | (0.00%) |
Foreign tax rate differential | (4.30%) | (0.20%) | (1.40%) |
Permanent differences | 2.10% | 2.00% | 1.50% |
Other | 1.20% | (0.70%) | (0.70%) |
Effective tax rate | 36.60% | 36.70% | 38.30% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 692 | $ 704 |
Accrued liabilities and other | 2,807 | 1,882 |
Stock-based compensation expense | 569 | 391 |
Net federal, state and foreign operating loss carryforwards | 1,039 | 1,375 |
Deferred tax assets | 5,107 | 4,352 |
Valuation allowance on deferred tax assets | (1,194) | (1,247) |
Deferred tax liabilities: | ||
Intangible assets, property and equipment, principally due to difference in depreciation and amortization | 7,519 | 7,939 |
Net deferred tax liabilities | $ (3,606) | $ (4,834) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Holiday [Line Items] | |||
Operating loss carryforwards | $ 5,200 | ||
Management placed valuation allowance | 1,194 | $ 1,247 | |
Accumulated undistributed earnings | $ 34,100 | ||
Effective income tax rate | 36.60% | 36.70% | 38.30% |
Internal Revenue Service (IRS) [Member] | |||
Income Tax Holiday [Line Items] | |||
Effective income tax rate | 35.00% |
Restructuring (Details)
Restructuring (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Restructuring and Related Activities [Abstract] | |
Severance Costs | $ 1.4 |
Restructuring Reserve | $ 0.5 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 3,050 | $ 2,128 | $ 1,628 |
Cost of revenue [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 2,366 | 1,609 | 1,163 |
Selling, General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 684 | $ 519 | $ 465 |
Stock-Based Compensation (Det59
Stock-Based Compensation (Details 1) - Non Qualified Stock Option [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning of period, Number of options | shares | 229,150 |
Granted, Number of options | shares | 0 |
Exercised, Number of options | shares | (117,600) |
Forfeited, Number of options | shares | (1,000) |
Expired, Number of options | shares | 0 |
Outstanding at end of period, Number of options | shares | 110,550 |
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) | $ / shares | $ 11.54 |
Granted, Weighted average exercise price (in dollars per share) | $ / shares | 0 |
Exercised, Weighted average exercise price (in dollars per share) | $ / shares | 8.68 |
Forfeited, Weighted average exercise price (in dollars per share) | $ / shares | 15.65 |
Expired, Weighted average exercise price (in dollars per share) | $ / shares | 0 |
Outstanding at end of period, Weighted average exercise price (in dollars per share) | $ / shares | $ 14.54 |
Outstanding at end of period, Weighted average remaining contractual term | 1 year 5 months 10 days |
Outstanding at end of period, Aggregate intrinsic value | $ | $ 1,169 |
Stock options expected to vest, Number of options | shares | 110,250 |
Exercisable at end of period, Number of options | shares | 74,050 |
Stock options expected to vest, Weighted average exercise price (in dollars per share) | $ / shares | $ 14.54 |
Exercisable at end of period, Weighted average exercise price (in dollars per share) | $ / shares | $ 14.37 |
Stock options expected to vest, Weighted average remaining contractual term | 1 year 5 months 10 days |
Exercisable at end of period, Weighted average remaining contractual term | 1 year 4 months 18 days |
Stock options expected to vest, Aggregate intrinsic value | $ | $ 1,165 |
Exercisable at end of period, Aggregate intrinsic value | $ | $ 795 |
Stock-Based Compensation (Det60
Stock-Based Compensation (Details 2) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
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) | shares | 263,084 |
Granted (in shares) | shares | 89,180 |
Vested (in shares) | shares | (76,757) |
Forfeited (in shares) | shares | (1,367) |
Outstanding and unvested, end of period (in shares) | shares | 274,140 |
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) | $ / shares | $ 25 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 35.77 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 24.15 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 25.98 |
Outstanding and unvested, end of period, Weighted average grant date fair value (in dollars per share) | $ / shares | $ 28.74 |
Restricted stock units expected to vest (in shares) | shares | 243,080 |
Restricted stock units expected to vest, Weighted average grant date fair value (in dollars per share) | $ / shares | $ 28.28 |
Stock-Based Compensation (Det61
Stock-Based Compensation (Details Textual) - USD ($) $ in Thousands | Mar. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares representing outstanding award | 72,850 | |||
Deferred income tax expense (benefit) | $ (1,096) | $ (113) | $ (285) | |
Unrecognized compensation cost | $ 100 | |||
Weighted average remaining service period of nonvested awards | 9 months 15 days | |||
Proceeds from issuance of common stock | $ 148 | $ 102 | $ 63 | |
Number of stock options settled for fully vested shares | 104,000 | 327,100 | 44,800 | |
Number of shares issued in settlement of stock option | 46,432 | 140,544 | 17,048 | |
Intrinsic value of stock options exercised | $ 2,300 | $ 7,000 | $ 700 | |
Income tax benefits | $ 10,834 | 15,725 | 14,732 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 89,180 | |||
Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred income tax expense (benefit) | $ 1,100 | 700 | 500 | |
Equity Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Income tax benefits | $ 800 | 2,500 | 400 | |
2011 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized | 1,355,764 | |||
Shares reserved for future issuance | 874,275 | |||
Number of outstanding awards | 311,840 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 5,600 | |||
Weighted average remaining service period of nonvested awards | 2 years 5 months | |||
Vesting term | 5 years | |||
Total intrinsic value of vested RSU's | $ 2,000 | $ 1,600 | $ 1,200 | |
Performance-based Restricted Stock Units [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 52,476 | |||
Time-based Restricted Stock Units [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 29,644 |
Common Stock (Details Textual)
Common Stock (Details Textual) - USD ($) | Oct. 03, 2014 | Sep. 29, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 02, 2014 | Dec. 31, 2012 | Dec. 31, 2009 |
Common Stock [Line Items] | ||||||||
Common stock, shares outstanding | 17,086,145 | 16,886,188 | ||||||
Repurchases of common stock in the open market | $ 12,347,000 | $ 66,640,000 | $ 1,747,000 | |||||
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 | 3,516,274 | |||||||
Stock beneficial ownership percentage | 20.80% | |||||||
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 | 384,690 | |||||||
2011 Plan [Member] | ||||||||
Common Stock [Line Items] | ||||||||
Shares reserved for future issuance | 874,275 | |||||||
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) | 477,000 | 147,000 | 67,000 | |||||
Repurchases of common stock in the open market | $ 12,300,000 | $ 3,700,000 | $ 1,700,000 | |||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 14,000,000 |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Segment Reporting [Abstract] | |||||||||||
Number of business segments | segment | 4 | ||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 126,431 | $ 122,931 | $ 125,665 | $ 115,253 | $ 125,200 | $ 123,869 | $ 134,918 | $ 117,880 | $ 490,280 | $ 501,867 | $ 436,689 |
Total gross profit | $ 22,412 | $ 20,369 | $ 20,076 | $ 19,135 | $ 23,935 | $ 22,518 | $ 24,767 | $ 18,355 | 81,992 | 89,575 | 76,265 |
Selling, general and administrative expenses | 47,748 | 47,108 | 39,589 | ||||||||
Restructuring charges | 1,551 | 0 | 0 | ||||||||
Gain (loss) on change in fair value of contingent consideration, net | (371) | 1,392 | 1,676 | ||||||||
Operating income | 32,322 | 43,859 | 38,352 | ||||||||
Interest expense | (1,381) | (833) | (366) | ||||||||
Other income (expense) | (1,318) | (203) | 502 | ||||||||
Income before income taxes | 29,623 | 42,823 | 38,488 | ||||||||
Learning Solutions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 207,039 | 198,242 | 153,105 | ||||||||
Total gross profit | 36,223 | 32,761 | 29,039 | ||||||||
Professional and Technical Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 119,092 | 151,559 | 129,057 | ||||||||
Total gross profit | 23,621 | 33,350 | 24,713 | ||||||||
Sandy Training and Marketing [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 87,567 | 67,694 | 70,699 | ||||||||
Total gross profit | 11,321 | 10,903 | 10,748 | ||||||||
Performance Readiness Solutions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 76,582 | 84,372 | 83,828 | ||||||||
Total gross profit | $ 10,827 | $ 12,561 | $ 11,765 |
Business Segments (Details 1)
Business Segments (Details 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Identifiable assets: | ||
Total assets | $ 302,350 | $ 305,452 |
Learning Solutions [Member] | ||
Identifiable assets: | ||
Total assets | 139,881 | 152,897 |
Professional and Technical Services [Member] | ||
Identifiable assets: | ||
Total assets | 81,183 | 83,458 |
Sandy Training and Marketing [Member] | ||
Identifiable assets: | ||
Total assets | 25,769 | 18,547 |
Performance Readiness Solutions [Member] | ||
Identifiable assets: | ||
Total assets | $ 55,517 | $ 50,550 |
Business Segments (Details 2)
Business Segments (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | $ 2,357 | $ 2,757 | $ 6,714 |
Depreciation and amortization: | |||
Depreciation and amortization | 7,865 | 9,758 | 8,617 |
Learning Solutions [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 768 | 1,094 | 1,811 |
Depreciation and amortization: | |||
Depreciation and amortization | 3,189 | 3,754 | 2,915 |
Professional and Technical Services [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 269 | 451 | 731 |
Depreciation and amortization: | |||
Depreciation and amortization | 1,152 | 1,333 | 1,199 |
Sandy Training and Marketing [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 77 | 8 | 11 |
Depreciation and amortization: | |||
Depreciation and amortization | 465 | 427 | 433 |
Performance Readiness Solutions [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 496 | 50 | 583 |
Depreciation and amortization: | |||
Depreciation and amortization | 1,446 | 2,029 | 2,243 |
Corporate and Other [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 747 | 1,154 | 3,578 |
Depreciation and amortization: | |||
Depreciation and amortization | $ 1,613 | $ 2,215 | $ 1,827 |
Business Segments (Details 3)
Business Segments (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 126,431 | $ 122,931 | $ 125,665 | $ 115,253 | $ 125,200 | $ 123,869 | $ 134,918 | $ 117,880 | $ 490,280 | $ 501,867 | $ 436,689 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 341,581 | 380,052 | 347,251 | ||||||||
United Kingdom | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 98,991 | 83,652 | 65,578 | ||||||||
Other Countries | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 49,708 | $ 38,163 | $ 23,860 |
Business Segments (Details 4)
Business Segments (Details 4) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 302,350 | $ 305,452 |
United States | ||
Segment Reporting Information [Line Items] | ||
Total assets | 182,256 | 183,623 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Total assets | 66,122 | 68,285 |
Other Countries | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 53,972 | $ 53,544 |
Commitments, Guarantees, and 68
Commitments, Guarantees, and Contingencies (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Other Commitments [Line Items] | |
2,016 | $ 8,502 |
2,017 | 6,874 |
2,018 | 4,764 |
2,019 | 3,567 |
2,020 | 2,841 |
Thereafter | 11,499 |
Total | 38,047 |
Real Property [Member] | |
Other Commitments [Line Items] | |
2,016 | 7,555 |
2,017 | 6,484 |
2,018 | 4,702 |
2,019 | 3,552 |
2,020 | 2,840 |
Thereafter | 11,499 |
Total | 36,632 |
Machinery and Equipment [Member] | |
Other Commitments [Line Items] | |
2,016 | 947 |
2,017 | 390 |
2,018 | 62 |
2,019 | 15 |
2,020 | 1 |
Thereafter | 0 |
Total | $ 1,415 |
Commitments, Guarantees, and 69
Commitments, Guarantees, and Contingencies (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 10.2 | $ 9.8 | $ 8.5 |
Letters of credit outstanding | 1.6 | ||
Other commitment | $ 0.6 |
Quarterly Information (unaudi70
Quarterly Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 126,431 | $ 122,931 | $ 125,665 | $ 115,253 | $ 125,200 | $ 123,869 | $ 134,918 | $ 117,880 | $ 490,280 | $ 501,867 | $ 436,689 |
Gross profit | 22,412 | 20,369 | 20,076 | 19,135 | 23,935 | 22,518 | 24,767 | 18,355 | 81,992 | 89,575 | 76,265 |
Net income | $ 6,252 | $ 3,716 | $ 4,714 | $ 4,107 | $ 7,424 | $ 7,244 | $ 8,113 | $ 4,317 | $ 18,789 | $ 27,098 | $ 23,756 |
Earnings per share: | |||||||||||
Basic (in dollars per share) | $ 0.37 | $ 0.22 | $ 0.27 | $ 0.24 | $ 0.43 | $ 0.38 | $ 0.42 | $ 0.23 | $ 1.10 | $ 1.45 | $ 1.24 |
Diluted (in dollars per share) | $ 0.37 | $ 0.22 | $ 0.27 | $ 0.24 | $ 0.43 | $ 0.37 | $ 0.42 | $ 0.22 | $ 1.09 | $ 1.43 | $ 1.23 |