Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 14, 2014 | Jun. 30, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'GPX | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 19,139,568 | ' |
Entity Registrant Name | 'GP STRATEGIES CORP | ' | ' |
Entity Central Index Key | '0000070415 | ' | ' |
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 | ' | ' | $350,849,000 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $5,647 | $7,761 |
Accounts and other receivables, less allowance for doubtful accounts of $1,405 in 2013 and $1,756 in 2012 | 94,662 | 83,597 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 22,706 | 16,979 |
Deferred tax assets | 2,872 | 2,031 |
Prepaid expenses and other current assets | 10,651 | 8,112 |
Total current assets | 136,538 | 118,480 |
Property, plant and equipment, net | 9,231 | 5,511 |
Goodwill | 116,987 | 102,821 |
Intangible assets, net | 15,129 | 15,872 |
Other assets, net | 2,271 | 1,750 |
Total assets | 280,156 | 244,434 |
Current liabilities: | ' | ' |
Short-term borrowings | 407 | 0 |
Accounts payable and accrued expenses | 55,339 | 47,457 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 22,062 | 21,877 |
Total current liabilities | 77,808 | 69,334 |
Deferred tax liabilities | 7,287 | 6,874 |
Other noncurrent liabilities | 2,034 | 889 |
Total liabilities | 87,129 | 77,097 |
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 19,175,506 shares in 2013 and 19,175,006 shares in 2012 | 192 | 192 |
Additional paid-in capital | 167,908 | 167,495 |
Retained earnings | 27,711 | 3,955 |
Treasury stock, at cost (42,534 shares in 2013 and 125,334 shares in 2012) | -1,170 | -2,494 |
Accumulated other comprehensive loss | -1,614 | -1,811 |
Total stockholders’ equity | 193,027 | 167,337 |
Total Liabilities and Stockholders' Equity | $280,156 | $244,434 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets [Parenthetical] (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts and other receivables, allowance for doubtful accounts (in dollars) | $1,405 | $1,756 |
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 | 19,175,506 | 19,175,006 |
Treasury Stock, Shares | 42,534 | 125,334 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue | $436,689 | $401,572 | $333,167 |
Cost of revenue | 360,424 | 329,601 | 276,533 |
Gross profit | 76,265 | 71,971 | 56,634 |
Selling, general and administrative expenses | 39,589 | 35,500 | 30,249 |
Gain on reversal of deferred rent liability | 0 | 0 | 1,041 |
Gain (loss) on change in fair value of contingent consideration, net | 1,676 | -789 | 517 |
Operating income | 38,352 | 35,682 | 27,943 |
Interest expense | 366 | 269 | 209 |
Other income (including interest income of $56 in 2013, $29 in 2012 and $57 in 2011) | 502 | 389 | 657 |
Income before income taxes | 38,488 | 35,802 | 28,391 |
Income tax expense | 14,732 | 13,114 | 10,531 |
Net income | $23,756 | $22,688 | $17,860 |
Basic weighted average shares outstanding (in shares) | 19,103 | 18,956 | 18,766 |
Diluted weighted average shares outstanding (in shares) | 19,362 | 19,275 | 19,010 |
Per common share data: | ' | ' | ' |
Basic earnings per share (in dollars per share) | $1.24 | $1.20 | $0.95 |
Diluted earnings per share (in dollars per share) | $1.23 | $1.18 | $0.94 |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations [Parenthetical] (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Investment Income, Interest | $56 | $29 | $57 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Net income | $23,756 | $22,688 | $17,860 |
Foreign currency translation adjustments | 197 | 1,411 | -995 |
Comprehensive income | $23,953 | $24,099 | $16,865 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock (0.01 Par) [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
In Thousands | ||||||
Balance at Dec. 31, 2010 | $124,787 | $187 | $163,422 | ($36,593) | ($2) | ($2,227) |
Net income | 17,860 | 0 | 0 | 17,860 | 0 | 0 |
Foreign currency translation adjustments | -995 | 0 | 0 | 0 | 0 | -995 |
Repurchases of common stock in the open market | -1,414 | 0 | 0 | 0 | -1,414 | 0 |
Stock-based compensation expense | 1,899 | 0 | 1,899 | 0 | 0 | 0 |
Issuance of stock for employer contributions to retirement plan | 1,108 | 0 | 631 | 0 | 477 | 0 |
Net issuances of stock pursuant to stock compensation plans and other | 149 | 1 | -433 | 0 | 581 | 0 |
Balance at Dec. 31, 2011 | 143,394 | 188 | 165,519 | -18,733 | -358 | -3,222 |
Net income | 22,688 | 0 | 0 | 22,688 | 0 | 0 |
Foreign currency translation adjustments | 1,411 | 0 | 0 | 0 | 0 | 1,411 |
Repurchases of common stock in the open market | -3,433 | 0 | 0 | 0 | -3,433 | 0 |
Stock-based compensation expense | 1,780 | 0 | 1,780 | 0 | 0 | 0 |
Income tax benefit from stock-based compensation | 2,034 | 0 | 2,034 | 0 | 0 | 0 |
Shares withheld in exchange for tax withholding payments on stock-based compensation | -2,750 | 0 | -2,750 | 0 | 0 | 0 |
Issuance of stock for employer contributions to retirement plan | 1,835 | 0 | 538 | 0 | 1,297 | 0 |
Net issuances of stock pursuant to stock compensation plans and other | 378 | 4 | 374 | 0 | 0 | 0 |
Balance at Dec. 31, 2012 | 167,337 | 192 | 167,495 | 3,955 | -2,494 | -1,811 |
Net income | 23,756 | 0 | 0 | 23,756 | 0 | 0 |
Foreign currency translation adjustments | 197 | 0 | 0 | 0 | 0 | 197 |
Repurchases of common stock in the open market | -1,747 | 0 | 0 | 0 | -1,747 | 0 |
Stock-based compensation expense | 1,628 | 0 | 1,628 | 0 | 0 | 0 |
Income tax benefit from stock-based compensation | 359 | 0 | 359 | 0 | 0 | 0 |
Shares withheld in exchange for tax withholding payments on stock-based compensation | -623 | 0 | -977 | 0 | 354 | 0 |
Issuance of stock for employer contributions to retirement plan | 2,045 | 0 | 322 | 0 | 1,723 | 0 |
Net issuances of stock pursuant to stock compensation plans and other | 75 | 0 | -919 | 0 | 994 | 0 |
Balance at Dec. 31, 2013 | $193,027 | $192 | $167,908 | $27,711 | ($1,170) | ($1,614) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net income | $23,756 | $22,688 | $17,860 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Gain on reversal of deferred rent liability | 0 | 0 | -1,041 |
Income tax benefit on reduction of uncertain tax position liabilities | 0 | -1,602 | -891 |
Loss (gain) on change in fair value of contingent consideration, net | -1,676 | 789 | -517 |
Depreciation and amortization | 8,617 | 7,971 | 6,187 |
Non-cash compensation expense | 3,673 | 3,615 | 3,100 |
Deferred income taxes | -285 | 716 | 147 |
Changes in other operating items, net of acquired amounts: | ' | ' | ' |
Accounts and other receivables | -9,158 | -11,262 | -4,955 |
Costs and estimated earnings in excess of billings on uncompleted contracts | -4,941 | -1,256 | -701 |
Prepaid expenses and other current assets | -2,807 | -1,227 | -1,599 |
Accounts payable and accrued expenses | 1,174 | 4,003 | -216 |
Billings in excess of costs and estimated earnings on uncompleted contracts | -1,478 | 3,218 | 168 |
Income tax benefit of stock-based compensation | -359 | -2,034 | -131 |
Contingent consideration payments in excess of fair value on acquisition date | -708 | -602 | -721 |
Other | 445 | 295 | -491 |
Net cash provided by operating activities | 16,253 | 25,312 | 16,199 |
Cash flows from investing activities: | ' | ' | ' |
Additions to property, plant and equipment | -6,714 | -2,536 | -3,975 |
Acquisitions, net of cash acquired | -13,505 | -12,184 | -36,077 |
Other investing activities | 0 | 0 | -157 |
Net cash used in investing activities | -20,219 | -14,720 | -40,209 |
Cash flows from financing activities: | ' | ' | ' |
Short-term borrowings | 407 | 0 | 0 |
Contingent consideration payments | -1,026 | -1,263 | -1,238 |
Change in negative cash book balance | 5,261 | -1,888 | 1,883 |
Repurchases of common stock in the open market | -1,747 | -3,433 | -1,414 |
Income tax benefit from stock-based compensation | 359 | 2,034 | 131 |
Tax withholding payments for employee stock-based compensation in exchange for shares surrendered | -623 | -2,750 | -337 |
Proceeds from issuance of common stock | 63 | 284 | 355 |
Other financing activities | -6 | -126 | -8 |
Net cash provided by (used in) financing activities | 2,688 | -7,142 | -628 |
Effect of exchange rate changes on cash and cash equivalents | -836 | 160 | -113 |
Net change in cash and cash equivalents | -2,114 | 3,610 | -24,751 |
Cash and cash equivalents at beginning of year | 7,761 | 4,151 | 28,902 |
Cash and cash equivalents at end of year | 5,647 | 7,761 | 4,151 |
Cash paid during the year for: | ' | ' | ' |
Interest | 179 | 104 | 100 |
Income taxes | 13,879 | 12,532 | 10,078 |
Non-cash investing and financing activities: | ' | ' | ' |
Accrued contingent consideration | $4,243 | $765 | $112 |
Description_of_Business_and_Si
Description of Business and Significant Accounting Policies | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
Business Description and Accounting Policies [Text Block] | ' | ||||||||||
-1 | Description of Business and Significant Accounting Policies | ||||||||||
Business | |||||||||||
GP Strategies Corporation is a global performance improvement solutions provider of training, e-Learning solutions, management consulting and engineering services. References in this report to “GP Strategies,” the “Company,” “we” and “our” are to GP Strategies Corporation and its subsidiaries, collectively. | |||||||||||
FASB Codification | |||||||||||
We follow generally accepted accounting principles (“GAAP”) set by the Financial Accounting Standards Board (“FASB”). References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification,™ sometimes referred to as ASC. | |||||||||||
Basis of Consolidation | |||||||||||
The consolidated financial statements include the operations of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. | |||||||||||
Significant Customers & Concentration of Credit Risk | |||||||||||
We have a market concentration of revenue in the automotive sector. Revenue from the automotive industry accounted for approximately 16%, 17% and 17% of our consolidated revenue for the years ended December 31, 2013, 2012 and 2011, respectively. Beginning in 2013, we also have a market concentration in the financial and insurance sector. Revenue from the financial and insurance industry accounted for approximately 11% of our consolidated revenue for the year ended December 31, 2013. We also have a concentration of revenue from the United States government. For the years ended December 31, 2013, 2012 and 2011, sales to the United States government and its agencies represented approximately 10%, 12% and 14%, respectively, of our consolidated revenue. Revenue was derived from many separate contracts with a variety of government agencies that are regarded by us as separate customers. No single customer accounted for more than 10% of our consolidated revenue in 2013. Accounts receivable from a single automotive customer totaled $7,106,000 as of December 31, 2013 and $8,986,000 as of December 31, 2012, accounting for approximately 8% and 11% of our total accounts receivable as of those dates, respectively. | |||||||||||
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 $5,261,000 and $0 as of December 31, 2013 and 2012, 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, | |||||||||||
2013 | 2012 | 2011 | |||||||||
(In thousands) | |||||||||||
Beginning balance | $ | 1,756 | $ | 1,015 | $ | 701 | |||||
Additions | 121 | 782 | 601 | ||||||||
Deductions | -472 | -41 | -287 | ||||||||
Ending balance | $ | 1,405 | $ | 1,756 | $ | 1,015 | |||||
Foreign Currency Translation | |||||||||||
The functional currency of our international operations is the respective local currency. The translation of the foreign currency into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rates prevailing during the year. The unrealized gains and losses resulting from such translation are included as a component of comprehensive income. | |||||||||||
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 revenues and 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 revenues and costs are continuously monitored during the term of the contract, and recorded revenues and costs are subject to revision as the contract progresses. When revisions in estimated contract revenues and costs are determined, such adjustments are recorded in the period in which they are first identified. | |||||||||||
For certain commercial fixed-fee per transaction contracts, such as providing training courses, revenue is recognized during the period in which services are delivered in accordance with the pricing outlined in the contracts. | |||||||||||
For certain fixed-fee per transaction and fixed price contracts in which the output of the arrangement is measurable, such as for the shipping of publications and print materials, revenue is recognized when the deliverable is met and the product is delivered based on the output method of performance. The customer is required to pay for the cost incurred in the event of contract termination. | |||||||||||
Certain of our fixed price commercial contracts contain revenue arrangements with multiple deliverables. Revenue arrangements with multiple deliverables are evaluated to determine if the deliverables can be divided into more than one unit of accounting. For contracts determined to have more than one unit of accounting, we recognize revenue for each deliverable based on the revenue recognition policies discussed above. Within each multiple deliverable project, there is objective and reliable fair value across all units of the arrangement, as discounts are not offered or applied to one deliverable versus another, and the rates bid across all deliverables are consistent. | |||||||||||
As part of our on-going operations to provide services to our customers, incidental expenses, which are commonly referred to as “out-of-pocket” expenses, are billed to customers, either directly as a pass-through cost or indirectly as a cost estimated in proposing on fixed price contracts. Out-of-pocket expenses include expenses such as airfare, mileage, hotel stays, out-of-town meals and telecommunication charges. Our policy provides for these expenses to be recorded as both revenue and direct cost of services. | |||||||||||
In connection with the delivery of products, primarily for publications delivered by our Sandy Training & Marketing segment, we incur shipping and handling costs which are billed to customers directly as a pass-through cost. Our policy provides for these expenses to be recorded as both revenue and direct cost of revenue. | |||||||||||
Contract Related Assets and Liabilities | |||||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts in the accompanying consolidated balance sheets represent unbilled amounts earned and reimbursable under contracts in progress. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of milestones or completion of the project. Generally, such unbilled amounts will be billed and collected over the next twelve months. | |||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts in the accompanying consolidated balance sheets represent advanced billings to clients on contracts in advance of work performed. Generally, such amounts will be earned and recognized in revenue over the next twelve months. | |||||||||||
Comprehensive Income | |||||||||||
Comprehensive income consists of net income and foreign currency translation adjustments. | |||||||||||
Other Current Assets | |||||||||||
Prepaid expenses and other current assets on our consolidated balance sheet include prepaid expenditures for goods or services before the goods are used or the services are received, inventories and work in progress on customer contracts. Prepaid expenses are charged to expense in the periods the benefits are realized. Inventories are stated at lower of cost or market. Provision is made to reduce excess and obsolete inventories to their estimated net realizable value. | |||||||||||
Property, Plant and Equipment | |||||||||||
Property, plant and equipment are carried at cost (or fair value at acquisition date for assets obtained through business combinations). Major additions and improvements are capitalized, while maintenance and repairs which do not extend the lives of the assets are expensed as incurred. Gain or loss on the disposition of property, plant and equipment is recognized in operations when realized. | |||||||||||
Depreciation of property, plant and equipment is recognized on a straight-line basis over the following estimated useful lives: | |||||||||||
Class of assets | Useful life | ||||||||||
Buildings and improvements | 5 to 40 years | ||||||||||
Machinery, equipment, and furniture and fixtures | 3 to 10 years | ||||||||||
Leasehold improvements | Shorter of asset life or term of lease | ||||||||||
Impairment of Long-Lived Assets | |||||||||||
Long-lived assets, such as property, plant, and equipment, and intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized at the amount by which the carrying amount of the asset exceeds the fair value of the asset. Impairment of long-lived assets is assessed at the lowest level for which there are identifiable cash flows that are independent from other groups of assets. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. | |||||||||||
Goodwill and Intangible Assets | |||||||||||
Our intangible assets include amounts recognized in connection with acquisitions, including customer relationships, technology, intellectual property and tradenames. Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. Except for goodwill, we do not have any intangible assets with indefinite useful lives. | |||||||||||
Goodwill represents the excess of costs over fair value of assets of businesses acquired. We review our goodwill for impairment annually as of December 31 and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. We test goodwill at the reporting unit level. | |||||||||||
During the year ended December 31, 2012, we adopted Accounting Standards Update (“ASU”) 2011-08, Testing Goodwill for Impairment (“ASU 2011-08”). 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. Previous guidance required an entity to test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount, including goodwill (step one). If the fair value of a reporting unit is less than its carrying amount, then the second step of the test must be performed to measure the amount of the impairment loss, if any. Under the amendments in 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. | |||||||||||
If it is determined as a result of the qualitative assessment permitted by ASU 2011-08, 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. | |||||||||||
For our annual goodwill impairment tests as of December 31, 2013 and 2012, 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. For our annual goodwill impairment test as of December 31, 2011, we performed step one of the two-step impairment test and determined that the estimated fair values of each of our reporting units exceeded their respective carrying values, indicating the underlying goodwill of each unit was not impaired. | |||||||||||
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 $1,178,000 and $0 as of December 31, 2013 and 2012, respectively, and are included in other assets on our consolidated balance sheet. | |||||||||||
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, | |||||||||||
2013 | 2012 | 2011 | |||||||||
(In thousands) | |||||||||||
Non-dilutive instruments | 28 | 64 | 115 | ||||||||
Dilutive common stock equivalents | 259 | 319 | 244 | ||||||||
Stock-Based Compensation | |||||||||||
Pursuant to our stock-based incentive plans which are described more fully in Note 9, we grant stock options, restricted stock, stock units, and equity to officers, employees, and members of the Board of Directors. We compute compensation expense for all equity-based compensation awards issued to employees using the fair-value measurement method. We recognize compensation expense on a straight-line basis over the requisite service period for stock-based compensation awards with both graded and cliff vesting terms. We apply a forfeiture estimate to compensation expense recognized for awards that are expected to vest during the requisite service period, and revise that estimate if subsequent information indicates that the actual forfeitures will differ from the estimate. We recognize the cumulative effect of a change in the number of awards expected to vest in compensation expense in the period of change. We do not capitalize any material portion of our stock-based compensation. | |||||||||||
We estimate the fair value of our stock options on the date of grant using the Black-Scholes option pricing model, which requires various assumptions such as expected term, expected stock price volatility and risk-free interest rate. We estimate the expected term of stock options granted taking into consideration historical data related to stock option exercises. We use historical stock price data in order to estimate the expected volatility factor of stock options granted. The risk-free interest rate for the periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. | |||||||||||
Use of Estimates | |||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate the estimates used, including but not limited to those related to revenue recognition, the allowance for doubtful accounts receivable, impairments of goodwill and other intangible assets, valuation of intangible assets acquired and contingent consideration liabilities assumed in business acquisitions, valuation of stock-based compensation awards and income taxes. Actual results could differ from these estimates. | |||||||||||
Fair Value Estimates | |||||||||||
ASC Topic 820, Fair Value Measurements and Disclosure (“Topic 820”), defines fair value, establishes a market-based framework or hierarchy for measuring fair value, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The guidance within Topic 820 is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. The fair value hierarchy prioritizes the inputs used in valuation techniques into three levels as follows: | |||||||||||
⋅ | Level 1 – unadjusted quoted prices for identical assets or liabilities in active markets; | ||||||||||
⋅ | Level 2 – quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation; and | ||||||||||
⋅ | Level 3 – unobservable inputs based upon the reporting entity’s internally developed assumptions which market participants would use in pricing the asset or liability. | ||||||||||
The carrying value of financial instruments including cash equivalents, accounts receivable, accounts payable and short-term borrowings approximate estimated market values because of short-term maturities and interest rates that approximate current rates. 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. Several 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. | |||||||||||
Acquisitions
Acquisitions | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Business Combination Disclosure [Text Block] | ' | ||||||||||||||||
-2 | Acquisitions | ||||||||||||||||
The following tables summarize the purchase prices and purchase price allocations for the acquisitions completed during the years ended December 31, 2013, 2012 and 2011. A description of the acquired businesses during each year is summarized below each table. | |||||||||||||||||
2013 Acquisitions | (Dollars in thousands) | ||||||||||||||||
Acquired company | Prospero | Lorien | |||||||||||||||
Acquisition date | 5/31/13 | 6/12/13 | |||||||||||||||
Cash purchase price | $ | 7,028 | $ | 6,734 | |||||||||||||
Fair value of contingent consideration | 3,670 | 573 | |||||||||||||||
Total purchase price | $ | 10,698 | $ | 7,307 | |||||||||||||
Purchase price allocation: | |||||||||||||||||
Cash | $ | — | $ | 23 | |||||||||||||
Accounts receivable | — | 1,856 | |||||||||||||||
Other assets | 7 | 1,553 | |||||||||||||||
Property, plant and equipment | 51 | 116 | |||||||||||||||
Intangible assets | 2,801 | 1,715 | |||||||||||||||
Goodwill | 8,112 | 5,494 | |||||||||||||||
Total assets | 10,971 | 10,757 | |||||||||||||||
Accounts payable and accrued expenses | 40 | 1,975 | |||||||||||||||
Billings in excess of costs and estimated | 233 | 1,132 | |||||||||||||||
earnings on uncompleted contracts | |||||||||||||||||
Deferred tax liability | — | 343 | |||||||||||||||
Total liabilities | 273 | 3,450 | |||||||||||||||
Net assets acquired | $ | 10,698 | $ | 7,307 | |||||||||||||
Prospero | |||||||||||||||||
On May 31, 2013, we completed the acquisition of Prospero Learning Solutions (“Prospero”), a Canada-based provider of custom learning and content development solutions. The upfront purchase price for Prospero was $7,046,000 which was paid in cash at closing and was subsequently reduced by a working capital adjustment of $18,000 received from the sellers. In addition, the purchase agreement requires up to an additional $4,675,000 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. We recorded intangible assets as a result of the acquisition, including $2,801,000 of customer-related intangible assets which are being amortized over five years subsequent to the acquisition date. The acquired Prospero business is included in the Learning Solutions segment and the results of its operations have been included in the consolidated financial statements since June 1, 2013. We expect that a portion of the goodwill recorded for financial statement purposes will be deductible for tax purposes. The pro-forma impact of the acquisition is not material to our results of operations. The acquired Prospero business is included in our Canadian subsidiary and its functional currency is the Canadian Dollar. The purchase price allocation above was translated into U.S. dollars based on the exchange rate in effect on the date of acquisition. | |||||||||||||||||
Lorien | |||||||||||||||||
On June 12, 2013, we completed the acquisition of Lorien Engineering Solutions (“Lorien”), a United Kingdom-based provider of engineering design and project management services with specific expertise in the food and beverage, manufacturing and life sciences industries. The upfront purchase price for Lorien was $6,734,000 which was paid in cash at closing. In addition, the purchase agreement requires up to an additional $989,000 of consideration, contingent 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 $1,715,000 of customer-related intangible assets which are being amortized over five years subsequent to the acquisition date. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. The acquired Lorien business is included in the Learning Solutions segment and the results of its operations have been included in the consolidated financial statements since June 12, 2013. The pro-forma impact of the acquisition is not material to our results of operations. The acquired Lorien business is included in our United Kingdom subsidiary and its functional currency is the British Pound Sterling. The purchase price allocation above was translated into U.S. dollars based on the exchange rate in effect on the date of acquisition. | |||||||||||||||||
2012 Acquisitions | (Dollars in thousands) | ||||||||||||||||
Acquired company | Information | Asentus | Rovsing | Blessing | |||||||||||||
Horizons | Dynamics | White | |||||||||||||||
Acquisition date | 5/1/12 | 6/29/12 | 9/17/12 | 10/1/12 | |||||||||||||
Cash purchase price | $ | 531 | $ | 1,417 | $ | 720 | $ | 10,529 | |||||||||
Fair value of contingent consideration | — | 765 | — | — | |||||||||||||
Total purchase price | $ | 531 | $ | 2,182 | $ | 720 | $ | 10,529 | |||||||||
Purchase price allocation: | |||||||||||||||||
Cash | $ | — | $ | 396 | $ | 20 | $ | 830 | |||||||||
Accounts receivable | — | 1,970 | — | 2,796 | |||||||||||||
Other assets | — | 411 | 898 | 527 | |||||||||||||
Property, plant and equipment | 26 | 46 | 5 | 76 | |||||||||||||
Intangible assets | 505 | 443 | 775 | 3,280 | |||||||||||||
Goodwill | — | 1,957 | 458 | 6,070 | |||||||||||||
Total assets | 531 | 5,223 | 2,156 | 13,579 | |||||||||||||
Accounts payable and accrued expenses | — | 2,708 | 428 | 1,456 | |||||||||||||
Billings in excess of costs and estimated | — | 247 | 1,008 | 282 | |||||||||||||
earnings on uncompleted contracts | |||||||||||||||||
Deferred tax liability | — | 86 | — | 1,312 | |||||||||||||
Total liabilities | — | 3,041 | 1,436 | 3,050 | |||||||||||||
Net assets acquired | $ | 531 | $ | 2,182 | $ | 720 | $ | 10,529 | |||||||||
Information Horizons | |||||||||||||||||
Effective May 1, 2012, we entered into an Asset Purchase Agreement with Information Horizons Limited (“Information Horizons”), an independent skills training provider located in the United Kingdom, to acquire its government funded training services business. The purchase price primarily consisted of a customer-related intangible asset of $505,000 which is being amortized over an estimated useful life of three years subsequent to the acquisition date. Information Horizons is included in the Learning Solutions segment and the results of its operations have been included in the consolidated financial statements since May 1, 2012. The pro-forma impact of the acquisition is not material to our results of operations. | |||||||||||||||||
Asentus | |||||||||||||||||
On June 29, 2012, through our wholly-owned subsidiaries in Canada and Europe, we acquired the business and operations of Asentus Consulting Group Ltd. and Asentus Europe B.V. (collectively, “Asentus”). Asentus is an international provider of IT technical training content, and live and virtual training event services, with offices in Vancouver, Canada, The Netherlands, Germany and France. The total purchase price for both companies was $1,417,000, of which $1,100,000 was paid in cash at closing and $317,000 was paid during the fourth quarter of 2012 subsequent to the finalization of a working capital calculation pursuant to the purchase agreement. In addition, the purchase agreement requires up to an additional $3,700,000 of consideration, contingent upon the achievement of certain earnings targets, as defined in the purchase agreement, during two successive twelve-month periods following the closing. No contingent consideration was payable with respect to the first twelve-month period following completion of the acquisition as the earnings target was not achieved. A maximum of $1,600,000 would be payable subsequent to the second twelve-month period following completion of the acquisition if the earnings target is achieved. We recorded amortizable intangible assets as a result of the acquisition, which included $325,000 of customer-related intangible assets which are being amortized over an estimated useful life of five years and $118,000 of intellectual property which is being amortized over an estimated useful life of three years. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. The acquired Asentus business is included in the Learning Solutions segment and the results of its operations have been included in the consolidated financial statements since July 1, 2012. The pro-forma impact of the acquisition is not material to our results of operations. | |||||||||||||||||
Rovsing Dynamics | |||||||||||||||||
On September 17, 2012, we entered into an Asset Purchase Agreement with Rovsing Dynamics A/S (“Rovsing”), located in Denmark, a provider of vibration condition monitoring hardware and software, and on that date acquired the business and certain operating assets. We recorded a technology-related intangible asset of $775,000 related to proprietary software acquired which is being amortized over an estimated useful life of three years subsequent to the acquisition date. All of the goodwill recorded for financial statement purposes will be deductible for tax purposes. The acquired Rovsing business is included in the Energy Services segment and the results of its operations have been included in the consolidated financial statements since September 17, 2012. The pro-forma impact of the acquisition is not material to our results of operations. | |||||||||||||||||
BlessingWhite | |||||||||||||||||
On October 1, 2012, we completed the acquisition of BlessingWhite, a provider of leadership development and employee engagement solutions. The total purchase price was $10,762,000 in cash at closing and was subsequently reduced by a $233,000 working capital adjustment received from the sellers in the first quarter of 2013. We recorded $3,280,000 of amortizable intangible assets as a result of the acquisition, which includes $1,761,000 of customer-related intangible assets which are being amortized over five years, $1,238,000 of intellectual property related to training course content which is being amortized over five years, $191,000 related to the acquired tradename which is being amortized over two years, and $90,000 related to acquired technology which is being amortized over three years from the acquisition date. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. BlessingWhite is included in the Learning Solutions segment and the results of its operations have been included in the consolidated financial statements since October 1, 2012. The pro-forma impact of the acquisition is not material to our results of operations. | |||||||||||||||||
2011 Acquisitions | (Dollars in thousands) | ||||||||||||||||
Acquired company | Communication | Ultra | RWD | Beneast | |||||||||||||
Consulting | Training | Training | |||||||||||||||
Acquisition date | 2/1/11 | 4/1/11 | 4/15/11 | 8/1/11 | |||||||||||||
Cash purchase price | $ | 1,505 | $ | 3,420 | $ | 25,760 | $ | 6,771 | |||||||||
Fair value of contingent consideration | 112 | — | — | — | |||||||||||||
Total purchase price | $ | 1,617 | $ | 3,420 | $ | 25,760 | $ | 6,771 | |||||||||
Purchase price allocation: | |||||||||||||||||
Cash | $ | — | $ | 347 | $ | 81 | $ | 2,236 | |||||||||
Accounts receivable | — | 340 | 13,667 | 375 | |||||||||||||
Other assets | — | 188 | 2,261 | 104 | |||||||||||||
Property, plant and equipment | 16 | 42 | 573 | 192 | |||||||||||||
Intangible assets | 390 | 1,412 | 3,726 | 2,706 | |||||||||||||
Goodwill | 1,211 | 2,336 | 13,059 | 3,790 | |||||||||||||
Total assets | 1,617 | 4,665 | 33,367 | 9,403 | |||||||||||||
Accounts payable and accrued expenses | — | 878 | 6,299 | 1,956 | |||||||||||||
Billings in excess of costs and estimated | — | — | 1,308 | — | |||||||||||||
earnings on uncompleted contracts | |||||||||||||||||
Deferred tax liability | — | 367 | — | 676 | |||||||||||||
Total liabilities | — | 1,245 | 7,607 | 2,632 | |||||||||||||
Net assets acquired | $ | 1,617 | $ | 3,420 | $ | 25,760 | $ | 6,771 | |||||||||
Communication Consulting | |||||||||||||||||
On February 1, 2011, through our wholly-owned subsidiaries in Hong Kong and Shanghai, we acquired the training business and certain related assets of Cathay/Communication Consulting Limited (“Communication Consulting”), a Hong Kong-based training and consulting company with offices in Shanghai and Beijing, China, and Haryana (New Delhi) in India. Communication Consulting designs and delivers customized training solutions and specializes in the areas of leadership, communication skills, sales and customer service training. The purchase price allocation includes $390,000 of intangible assets, which consists of $230,000 for intellectual property and $160,000 for customer-related intangible assets, both of which are being amortized over five years from the acquisition date. All of the goodwill recorded for financial statement purposes will be deductible for tax purposes. The acquired Communication Consulting business is included in the Learning Solutions segment and the results of its operations have been included in the consolidated financial statements since February 1, 2011. The pro-forma impact of the acquisition is not material to our results of operations. | |||||||||||||||||
Ultra Training Ltd. | |||||||||||||||||
On April 1, 2011, we acquired Ultra Training Ltd., an independent skills training provider located in the United Kingdom. The purchase price allocation includes $1,412,000 of customer-related intangible assets which are being amortized over five years from the acquisition date. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. Ultra Training Ltd. is included in the Learning Solutions segment and its results of operations have been included in the consolidated financial statements since April 1, 2011. The pro-forma impact of the acquisition is not material to our results of operations. | |||||||||||||||||
RWD Technologies | |||||||||||||||||
On April 15, 2011, we completed the acquisition of certain assets of the consulting business of RWD Technologies, LLC, a Delaware limited liability company, and certain of its subsidiaries (collectively, “RWD”). RWD is a provider of human capital management and IT consulting services, business transformation and lean process improvement, end-user training, change management, knowledge management and operator effectiveness management solutions in industries such as manufacturing, energy, automotive, aerospace, healthcare, life sciences, consumer products, financial, telecommunications, services and higher education as well as the public sector. We paid $27,980,000 of cash at closing. The purchase price was subsequently reduced by a working capital adjustment of $2,220,000 received from the sellers in September 2011. The purchase price allocation includes $3,726,000 of intangible assets, which consists of $2,935,000 for customer-related intangible assets which are being amortized over 5.9 years and $791,000 related to the acquired tradename which was amortized over two years from the acquisition date. All of the goodwill recorded for financial statement purposes will be deductible for tax purposes. A portion of the acquired business is reported as a separate reportable segment named Performance Readiness Solutions (formerly RWD), and the other business units are included in the Professional & Technical Services and Sandy Training & Marketing segments. The results of RWD’s operations have been included in the consolidated financial statements since April 16, 2011. | |||||||||||||||||
Beneast Training Ltd. | |||||||||||||||||
On August 1, 2011, we acquired the share capital of TK Holdings Ltd and its subsidiary Beneast Training Ltd. (collectively, “Beneast”), an independent skills training provider located in the United Kingdom. The purchase price allocation includes $2,706,000 of customer-related intangible assets which are being amortized over five years from the acquisition date. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. Beneast is included in the Learning Solutions segment and its results of operations have been included in the consolidated financial statements since August 1, 2011. The pro-forma impact of the acquisition is not material to our results of operations. | |||||||||||||||||
Van Hee | |||||||||||||||||
On July 29, 2011, we entered into an Asset Purchase Agreement with Van Hee Transport Limited (“Van Hee”), an independent skills training provider located in the United Kingdom, to acquire a contract to provide government funded training services. The purchase price was $770,000 in cash at closing and was recorded as an intangible asset which is being amortized over an estimated useful life of three years subsequent to the acquisition date. Van Hee is included in the Learning Solutions segment and its results of operations have been included in the consolidated financial statements since August 1, 2011. | |||||||||||||||||
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, 2013 (dollars in thousands): | |||||||||||||||||
Original range | |||||||||||||||||
of potential | As of December 31, 2013 | ||||||||||||||||
undiscounted | Maximum contingent consideration due in | ||||||||||||||||
Acquisition: | payments | 2014 | 2015 | Total | |||||||||||||
Bath Consulting | $0 - $2,376 | $ | 997 | $ | — | $ | 997 | ||||||||||
Asentus | $0 - $3,700 | 1,600 | — | 1,600 | |||||||||||||
Prospero | $0 - $4,675 | 2,805 | 1,870 | 4,675 | |||||||||||||
Lorien | $0 - $989 | 989 | — | 989 | |||||||||||||
Total | $ | 6,391 | $ | 1,870 | $ | 8,261 | |||||||||||
Below is a summary of the changes in the recorded amount of contingent consideration liabilities from December 31, 2012 to December 31, 2013 for each acquisition (dollars in thousands): | |||||||||||||||||
Change in | |||||||||||||||||
2013 | Fair Value of | Foreign | |||||||||||||||
Liability as of | Additions | Contingent | Currency | Liability as of | |||||||||||||
Acquisition: | Dec. 31, 2012 | (Payments) | Consideration | Translation | Dec. 31, 2013 | ||||||||||||
Milsom | $ | 302 | $ | -299 | $ | — | $ | -3 | $ | — | |||||||
Marton House | 774 | -759 | 32 | -47 | — | ||||||||||||
Bath Consulting | 1,464 | -676 | 228 | -19 | 997 | ||||||||||||
Asentus | 544 | - | -533 | -11 | — | ||||||||||||
Prospero | — | 3,670 | -1,727 | -102 | 1,841 | ||||||||||||
Lorien | — | 573 | 324 | 62 | 959 | ||||||||||||
Total | $ | 3,084 | $ | 2,509 | $ | -1,676 | $ | -120 | $ | 3,797 | |||||||
As of December 31, 2013 and 2012, contingent consideration included in accounts payable and accrued expenses on the consolidated balance totaled $2,405,000 and $2,540,000, respectively. As of December 31, 2013 and 2012, we also had accrued contingent consideration totaling $1,392,000 and $544,000, respectively, which is included in other long-term liabilities on the consolidated balance sheet and represents the portion of contingent consideration estimated to be payable greater than twelve months from the balance sheet date. | |||||||||||||||||
Goodwill_Other_Intangible_Asse
Goodwill & Other Intangible Assets | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | |||||||||||||||||||
-3 | Goodwill & Other Intangible Assets | |||||||||||||||||||
Goodwill | ||||||||||||||||||||
Changes in the carrying amount of goodwill by reportable business segment for the years ended December 31, 2013 and 2012 were as follows (in thousands): | ||||||||||||||||||||
Professional | Sandy | Performance | ||||||||||||||||||
Learning | & Technical | Training & | Readiness | |||||||||||||||||
Solutions | Services | Marketing | Solutions | Energy | Total | |||||||||||||||
Net book value at | ||||||||||||||||||||
1-Jan-12 | ||||||||||||||||||||
Goodwill | $ | 39,109 | $ | 45,520 | $ | 6,161 | $ | 9,795 | $ | 8,170 | $ | 108,755 | ||||||||
Accumulated impairment losses | -2,079 | -7,830 | -5,508 | — | — | -15,417 | ||||||||||||||
Total | 37,030 | 37,690 | 653 | 9,795 | 8,170 | 93,338 | ||||||||||||||
2012 Activity: | ||||||||||||||||||||
Acquisitions | 8,226 | — | — | — | 340 | 8,566 | ||||||||||||||
Foreign currency translation | 913 | — | — | — | 12 | 925 | ||||||||||||||
Other | -8 | — | — | — | — | -8 | ||||||||||||||
Net book value at | ||||||||||||||||||||
31-Dec-12 | ||||||||||||||||||||
Goodwill | 48,240 | 45,520 | 6,161 | 9,795 | 8,522 | 118,238 | ||||||||||||||
Accumulated impairment losses | -2,079 | -7,830 | -5,508 | — | — | -15,417 | ||||||||||||||
Total | 46,161 | 37,690 | 653 | 9,795 | 8,522 | 102,821 | ||||||||||||||
2013 Activity: | ||||||||||||||||||||
Acquisitions | 13,606 | — | — | — | — | 13,606 | ||||||||||||||
Purchase adjustments | -196 | — | — | — | 117 | -79 | ||||||||||||||
Foreign currency translation | 620 | — | — | — | 23 | 643 | ||||||||||||||
Other | -4 | — | — | — | — | -4 | ||||||||||||||
Net book value at | ||||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||
Goodwill | 62,266 | 45,520 | 6,161 | 9,795 | 8,662 | 132,404 | ||||||||||||||
Accumulated impairment losses | -2,079 | -7,830 | -5,508 | — | — | -15,417 | ||||||||||||||
Total | $ | 60,187 | $ | 37,690 | $ | 653 | $ | 9,795 | $ | 8,662 | $ | 116,987 | ||||||||
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): | ||||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||
Amount | Amortization | Amount | ||||||||||||||||||
Customer relationships | $ | 26,470 | $ | -13,070 | $ | 13,400 | ||||||||||||||
Tradenames | 191 | -119 | 72 | |||||||||||||||||
Intellectual property and other | 2,364 | -707 | 1,657 | |||||||||||||||||
$ | 29,025 | $ | -13,896 | $ | 15,129 | |||||||||||||||
31-Dec-12 | ||||||||||||||||||||
Customer relationships | $ | 22,193 | $ | -9,064 | $ | 13,129 | ||||||||||||||
Tradenames | 982 | -700 | 282 | |||||||||||||||||
Intellectual property and other | 3,686 | -1,225 | 2,461 | |||||||||||||||||
$ | 26,861 | $ | -10,989 | $ | 15,872 | |||||||||||||||
Amortization expense for intangible assets was $5,354,000, $4,598,000 and $3,418,000 for the years ended December 31, 2013, 2012 and 2011, respectively. Estimated amortization expense for intangible assets included in our consolidated balance sheet as of December 31, 2013 is as follows (in thousands): | ||||||||||||||||||||
Fiscal year ending: | ||||||||||||||||||||
2014 | $ | 5,404 | ||||||||||||||||||
2015 | 3,995 | |||||||||||||||||||
2016 | 2,984 | |||||||||||||||||||
2017 | 1,882 | |||||||||||||||||||
2018 | 832 | |||||||||||||||||||
Thereafter | 32 | |||||||||||||||||||
Total | $ | 15,129 | ||||||||||||||||||
As of December 31, 2013, our intangible assets with definite lives had a weighted average remaining useful life of 3.5 years. We have no amortizable intangible assets with indefinite useful lives. | ||||||||||||||||||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
-4 | Property, Plant and Equipment | |||||||
Property, plant and equipment consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Machinery, equipment and vehicles | $ | 19,308 | $ | 15,043 | ||||
Furniture and fixtures | 3,295 | 2,274 | ||||||
Leasehold improvements | 1,553 | 1,058 | ||||||
Buildings | 404 | 396 | ||||||
24,560 | 18,771 | |||||||
Accumulated depreciation and amortization | -15,329 | -13,260 | ||||||
$ | 9,231 | $ | 5,511 | |||||
Depreciation expense was $2,982,000, $2,636,000 and $2,146,000 for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||
ShortTerm_Borrowings
Short-Term Borrowings | 12 Months Ended | ||
Dec. 31, 2013 | |||
Debt Disclosure [Abstract] | ' | ||
Short-Term Borrowings [Text Block] | ' | ||
-5 | Short-Term Borrowings | ||
We have a $50,000,000 Financing and Security Agreement (the “Credit Agreement”) with a bank that expires on October 31, 2015 and is secured by certain of our assets. The Credit Agreement contains a provision to increase the maximum principal amount to $75,000,000 upon lender approval. The maximum interest rate on the Credit Agreement is the daily LIBOR market index rate plus 2.25%. Based upon our financial performance, the interest rate can be reduced. For the year ended December 31, 2013, the weighted average interest rate on our borrowings was 1.5%. The Credit Agreement contains covenants with respect to our minimum tangible net worth, total liabilities to tangible net worth ratio and cash flow to debt service ratio. We were in compliance with all loan covenants under the Credit Agreement as of December 31, 2013. As of December 31, 2013, there were $407,000 of borrowings outstanding and $48,931,000 of available borrowings under the Credit Agreement. | |||
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | |||||||
-6 | Accounts Payable and Accrued Expenses | |||||||
Accounts payable and accrued expenses consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Trade accounts payable | $ | 11,815 | $ | 11,061 | ||||
Accrued salaries, vacation and benefits | 15,731 | 16,463 | ||||||
Other accrued expenses | 20,127 | 17,393 | ||||||
Accrued contingent consideration | 2,405 | 2,540 | ||||||
Negative cash book balance | 5,261 | — | ||||||
$ | 55,339 | $ | 47,457 | |||||
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended | ||
Dec. 31, 2013 | |||
Compensation and Retirement Disclosure [Abstract] | ' | ||
Compensation and Employee Benefit Plans [Text Block] | ' | ||
-7 | Employee Benefit Plan | ||
We offer the GP Retirement Savings Plan (the “Plan”) to our employees. Eligible employees are automatically enrolled unless they elect to not participate in the Plan, and contributions begin as soon as administratively feasible after enrollment. The Plan permits pre-tax contributions to the Plan by participants pursuant to Section 401(k) of the Internal Revenue Code (IRC). We make matching contributions at our discretion. In 2013, 2012 and 2011, we contributed 84,333, 107,728, and 93,472 shares, respectively, of our common stock directly to the Plan with a value of approximately $2,045,000, $1,835,000 and $1,108,000, respectively. In addition, we contributed cash, net of forfeitures, of $200,000, $150,000 and $334,000 to the Plan for matching contributions for the years ended December 31, 2013, 2012 and 2011, respectively. For the years ended December 31, 2013, 2012 and 2011, we recognized total compensation expense of $2,245,000, $1,985,000 and $1,442,000, respectively, in the consolidated statements of operations for matching contributions to the Plan. | |||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||
Income Taxes [Text Block] | ' | ||||||||||
(8) Income Taxes | |||||||||||
The components of income before income taxes and income tax expense for the years ended December 31, 2013, 2012 and 2011 are as follows (in thousands): | |||||||||||
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Income before income taxes: | |||||||||||
Domestic | $ | 31,738 | $ | 27,827 | $ | 21,976 | |||||
Foreign | 6,750 | 7,975 | 6,415 | ||||||||
Total income before income taxes | $ | 38,488 | $ | 35,802 | $ | 28,391 | |||||
Income tax expense: | |||||||||||
Current: | |||||||||||
Federal | $ | 10,348 | $ | 7,846 | $ | 6,869 | |||||
State and local | 2,130 | 1,653 | 1,750 | ||||||||
Foreign | 2,539 | 2,899 | 1,765 | ||||||||
Total current | 15,017 | 12,398 | 10,384 | ||||||||
Deferred: | |||||||||||
Federal | 226 | 856 | 310 | ||||||||
State and local | 159 | 236 | 48 | ||||||||
Foreign | -670 | -376 | -211 | ||||||||
Total deferred | -285 | 716 | 147 | ||||||||
Total income tax expense | $ | 14,732 | $ | 13,114 | $ | 10,531 | |||||
The difference between the expense for income tax expense computed at the statutory rate and the reported amount of income tax expense is as follows: | |||||||||||
December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Federal income tax rate | 35 | % | 35 | % | 35 | % | |||||
State and local taxes net of federal benefit | 3.9 | 3.4 | 4.1 | ||||||||
Foreign taxes | -1.4 | -0.1 | -1.2 | ||||||||
Permanent differences | 1.5 | 1.9 | 2.1 | ||||||||
Valuation allowance adjustments | — | — | 0.1 | ||||||||
Reduction of uncertain tax position liabilities | — | -4.5 | -3.1 | ||||||||
Other | -0.7 | 0.9 | 0.1 | ||||||||
Effective tax rate | 38.3 | % | 36.6 | % | 37.1 | % | |||||
Uncertain Tax Positions | |||||||||||
During the third quarter of 2012, we recognized an income tax benefit of $1,602,000 on the reduction of an uncertain tax position liability relating to a prior tax deduction that is now outside the applicable statute of limitations. The income tax benefit included a $1,418,000 reduction in the uncertain tax position liability and the reversal of $184,000 of accrued interest and penalties. During the fourth quarter of 2011, we recognized an income tax benefit of $891,000 on the reduction of an uncertain tax position liability relating to a period that is outside the applicable statute of limitations. The income tax benefit included an $800,000 reduction in the uncertain tax position liability and the reversal of $91,000 of accrued interest and penalties. Excluding the impact of these income tax benefits in both years, our effective income tax rate was 41.1% and 40.2% for the years ended December 31, 2012 and 2011, respectively. As of December 31, 2013 and 2012, we had no uncertain tax positions reflected on our consolidated balance sheet. | |||||||||||
We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. For the years ended December 31, 2013, 2012 and 2011, we recognized $0, $(160,000) and $(6,000), respectively, of interest expense (income) related to these tax positions which is reflected within income tax expense in the consolidated statements of operations. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. We are no longer subject to U.S. federal, state and local, or non-U.S. income tax examination by tax authorities for years prior to 2009. | |||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest, is as follows (in thousands): | |||||||||||
Years ended December 31, | |||||||||||
2012 | 2011 | ||||||||||
Unrecognized tax benefits at beginning of the year | $ | 1,418 | $ | 2,218 | |||||||
Additions related to current year tax positions | — | — | |||||||||
Additions related to prior year tax positions | — | — | |||||||||
Settlements | — | — | |||||||||
Reductions due to lapse of statute of limitations | -1,418 | -800 | |||||||||
Unrecognized tax benefits at end of the year | $ | — | $ | 1,418 | |||||||
Deferred Income Taxes | |||||||||||
The tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities that are included in the net deferred tax assets and liabilities are summarized as follows (in thousands): | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Deferred tax assets: | |||||||||||
Allowance for doubtful accounts | $ | 508 | $ | 492 | |||||||
Accrued liabilities | 1,787 | 1,131 | |||||||||
Stock-based compensation expense | 629 | 499 | |||||||||
Net federal, state and foreign operating loss carryforwards | 922 | 288 | |||||||||
Deferred tax assets | 3,846 | 2,410 | |||||||||
Deferred tax liabilities: | |||||||||||
Intangible assets, property and equipment, principally | 7,677 | 6,990 | |||||||||
due to difference in depreciation and amortization | |||||||||||
Net deferred tax liabilities | -3,831 | -4,580 | |||||||||
Less valuation allowance | -584 | -263 | |||||||||
Net deferred tax liabilities, net of valuation allowance | $ | -4,415 | $ | -4,843 | |||||||
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 believes it is more likely than not that the Company will realize the benefits of deferred tax assets, net of the valuation allowance. | |||||||||||
As of December 31, 2013, we had utilized all of our available credit carryovers for Federal tax purposes. In addition, as of December 31, 2013, we had foreign net operating loss carryforwards of $886,000 which expire in 2014 and beyond. There is a valuation allowance of $584,000 against the foreign net operating loss carryforwards due to the uncertainty of future profitability in foreign jurisdictions. | |||||||||||
Foreign Income | |||||||||||
As of December 31, 2013, we had approximately $27,890,000 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. | |||||||||||
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ' | |||||||||||
Stock-Based Compensation [Text Block] | ' | |||||||||||
(9) 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, 2013, there were 1,060,505 available shares for issuance of future grants of awards under the 2011 Plan. As of December 31, 2013, there were 524,456 shares representing outstanding awards under the Prior Plans and 288,875 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, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Cost of revenue | $ | 1,163 | $ | 1,294 | $ | 1,462 | ||||||
Selling, general and adminstrative expenses | 465 | 497 | 530 | |||||||||
Total stock-based compensation expense | $ | 1,628 | $ | 1,791 | $ | 1,992 | ||||||
We recognized a deferred income tax benefit of $517,000, $571,000 and $645,000, respectively, during the years ended December 31, 2013, 2012, and 2011 associated with the compensation expense recognized in our consolidated financial statements. As of December 31, 2013, 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: | ||||||||||||
Weighted | ||||||||||||
average | ||||||||||||
Weighted | remaining | Aggregate | ||||||||||
Number of | average | contractual | intrinsic | |||||||||
Stock Options | options | exercise price | term | value | ||||||||
Outstanding at December 31, 2012 | 624,700 | $ | 9.54 | |||||||||
Granted | — | — | ||||||||||
Exercised | -49,600 | 10.46 | ||||||||||
Forfeited | -4,300 | 14.61 | ||||||||||
Expired | -1,500 | 13.17 | ||||||||||
Outstanding at December 31, 2013 | 569,300 | $ | 9.41 | 2.45 | $ | 11,603,000 | ||||||
Stock options expected to vest | 550,600 | $ | 9.39 | 2.44 | $ | 11,230,000 | ||||||
Exercisable at December 31, 2013 | 268,200 | $ | 8.57 | 2.27 | $ | 5,691,000 | ||||||
Summarized weighted average information for non-qualified stock options granted to certain key personnel during the years ended December 31, 2012 and 2011 is as follows (no stock options were granted during the year ended December 31, 2013): | ||||||||||||
2012 | 2011 | |||||||||||
Number of options granted | 54,500 | 157,500 | ||||||||||
Exercise price | $ | 17.57 | $ | 13.18 | ||||||||
Vesting term | 4.5 years | 5 years | ||||||||||
Contractual term | 5.5 years | 6 years | ||||||||||
Grant-date fair value | $ | 6.8 | $ | 4.63 | ||||||||
Black-Scholes assumptions: | ||||||||||||
Expected term | 4.2 years | 4.5 years | ||||||||||
Expected stock price volatility | 48.3 | % | 39.3 | % | ||||||||
Risk-free interest rate | 0.61 | % | 1.82 | % | ||||||||
Expected dividend yield | — | % | — | % | ||||||||
As of December 31, 2013, we had approximately $806,000 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 2.0 years. | ||||||||||||
We received cash for the exercise price associated with stock options exercised of $63,000, $284,000, and $355,000 during the years ended December 31, 2013, 2012 and 2011, respectively. During the years ended December 31, 2013 and 2012, we settled 44,800 and 782,980 outstanding stock options, respectively, held by our employees by issuing 17,048 and 214,624 fully vested shares, respectively, which represented the fair value of those stock options upon settlement, net of required income tax withholdings. The total intrinsic value realized by participants on stock options exercised and/or settled was $703,000, $6,544,000, and $123,000 during the years ended December 31, 2013, 2012 and 2011, respectively. During the years ended December 31, 2013, 2012 and 2011, we realized income tax benefits of $359,000, $2,034,000 and $131,000, 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: | ||||||||||||
Weighted | ||||||||||||
Year ended | average | |||||||||||
December 31, | grant date | |||||||||||
2013 | fair value | |||||||||||
(In shares) | (In dollars) | |||||||||||
Outstanding and unvested, beginning of period | 210,992 | $ | 18.4 | |||||||||
Granted | 81,575 | 29.17 | ||||||||||
Vested | -47,036 | 17.49 | ||||||||||
Forfeited | -1,500 | 19.38 | ||||||||||
Outstanding and unvested, end of period | 244,031 | $ | 22.17 | |||||||||
Restricted stock units expected to vest | 231,217 | $ | 22.03 | |||||||||
The total intrinsic value realized by participants upon the vesting of restricted stock units was $1,164,000, $1,667,000 and $1,024,000 during the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013, we had unrecognized compensation cost of $4,691,000 related to the unvested portion of our outstanding restricted stock units to be recognized over a weighted average remaining service period of 4.1 years. | ||||||||||||
Common_Stock
Common Stock | 12 Months Ended | ||
Dec. 31, 2013 | |||
Stockholders' Equity Note [Abstract] | ' | ||
Stockholders Equity Note Disclosure [Text Block] | ' | ||
-10 | Common Stock | ||
The holders of common stock are entitled to one vote per share. As of December 31, 2013, there were 19,132,972 shares of common stock issued and outstanding. In addition, as of December 31, 2013, there were 813,331 shares reserved for issuance under outstanding equity compensation awards such as stock options and restricted stock units and an additional 1,060,505 shares available for issuance for future grants of awards under the 2011 Plan. | |||
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, 2013, 2012 and 2011, we repurchased approximately 67,000, 180,000 and 125,000 shares, respectively, of our common stock in the open market for a total cost of approximately $1,747,000, $3,433,000 and $1,414,000, respectively. As of December 31, 2013, there was approximately $4,311,000 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 $20,000,000. 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). | |||
On December 30, 2011, Sagard entered into a Stock Transfer Agreement with Bedford Oak Partners, L.P. (“Bedford Oak”) to privately purchase 350,000 shares of our common stock from Bedford Oak for a purchase price of $12.30 per share, or an aggregate purchase price of $4,305,000. The transaction closed in January 2012. In addition, Sagard purchased an additional 173,353 and 101,478 shares of our common stock in the open market during the years ended December 31, 2012 and 2011, respectively. As of December 31, 2013, Sagard beneficially owned 3,512,274 shares or 18.4% of our outstanding common stock. | |||
Registration Rights Agreement | |||
In connection with the Offering, on December 30, 2009, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Sagard. Pursuant to the Registration Rights Agreement, we agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) no later than September 30, 2010 for purposes of registering the resale of the Shares and any shares of common stock issued pursuant to the preemptive rights under Section 4(l) of the Purchase Agreement (or any shares of common stock issuable upon exercise, conversion or exchange of securities issued pursuant to the preemptive rights). We agreed to use our reasonable best efforts to cause this registration statement to be declared effective by the SEC no later than December 30, 2010. If we failed to meet either of these deadlines, fail to meet filing or effectiveness deadlines with respect to any additional registration statements required by the Registration Rights Agreement, or fail to keep any registration statements continuously effective (with limited exceptions), we will be obligated to pay to the holders of the Shares liquidated damages in the amount of 1% of the purchase price for the Shares per month, up to a maximum of $2,400,000. We also agreed, among other things, to indemnify the selling holders under the registration statements from certain liabilities and to pay all fees and expenses (excluding underwriting discounts and selling commissions and all legal fees of the selling holders in excess of $25,000) incident to our obligations under the Registration Rights Agreement. We filed the registration statement with the SEC on September 27, 2010 and it was declared effective by the SEC on October 8, 2010. | |||
Business_Segments
Business Segments | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Segment Reporting [Abstract] | ' | ||||||||||
Business Segments [Text Block] | ' | ||||||||||
-11 | Business Segments | ||||||||||
As of December 31, 2013, we operated through five reportable business segments: (i) Learning Solutions, (ii) Professional & Technical Services, (iii) Sandy Training & Marketing, (iv) Performance Readiness Solutions (formerly RWD), and (v) Energy Services. Our Learning Solutions segment represents an aggregation of two operating groups in accordance with the aggregation criteria in U.S. GAAP, while all of the other reportable segments each represent one operating group. We are organized by operating group primarily based upon the markets served by each group and/or the services performed. Each operating group consists of business units which are focused on providing specific products and services to certain classes of customers or within targeted markets. Marketing and communications, accounting, finance, legal, human resources, information systems and other administrative services are organized at the corporate level. Business development and sales resources are aligned with operating groups to support existing customer accounts and new customer development. | |||||||||||
Effective January 1, 2013, we made changes to our organizational structure to transfer the management responsibility of certain business units between segments, which resulted in a change in the composition of certain of our operating segments. The changes primarily consisted of: (i) the alternative fuels business unit transferred from Professional & Technical Services to Energy Services; (ii) a business unit which predominantly provides content development services to U.S. government and commercial clients transferred from Learning Solutions to Professional & Technical Services; and (iii) our foreign operations in India and China and a portion of our Canadian operations transferred from Professional & Technical Services to Learning Solutions. We have reclassified the segment financial information herein for the prior years 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 through our offices in the U.S., Europe, Asia and Canada. This segment also offers organizational performance solutions including leadership training and employee engagement tools and services. This segment serves large companies in the electronics and semiconductors, healthcare, software, financial services and other industries as well as to government agencies. The ability to deliver a wide range of training services on a global basis allows this segment to take over the entire learning function for the client, including their training personnel. | |||||||||||
Professional & Technical Services. This segment has over four decades of experience providing training, consulting, engineering and technical services, including lean consulting, emergency preparedness, safety and regulatory compliance, chemical demilitarization and environmental services primarily to large companies in the manufacturing, steel, pharmaceutical and petrochemical industries, federal and state government agencies and large government contractors. | |||||||||||
Sandy Training & Marketing.The Sandy Training & Marketing segment provides custom product sales training and has been a leader in serving manufacturing customers in the U.S. automotive industry for over 30 years. Sandy provides custom product sales training designed to better educate customer sales forces with respect to new vehicle features and designs, in effect rapidly increasing the sales force knowledge base and enabling them to address detailed customer queries. Furthermore, Sandy helps our clients assess their customer relationship marketing strategy, measure performance against competitors and connect with their customers on a one-to-one basis. This segment also provides technical training services to automotive manufacturers as well as customers in other industries. | |||||||||||
Performance Readiness Solutions. This segment provides performance consulting and technology consulting services, including platform adoption, end-user training, change management, knowledge management, customer product training outsourcing and sales enablement solutions in industries such as manufacturing, aerospace, healthcare, life sciences, consumer products, financial, telecommunications, services and higher education as well as the public sector. | |||||||||||
Energy Services. The Energy Services segment provides engineering services, products and training primarily to electric power generators. Our proprietary EtaPROTM 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 GPiLearnTM portal, which offers a veriety of courses to power plant personnel in the U.S. and several 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 fuel and equipment. | |||||||||||
We do not allocate the following items to the segments: other income, interest expense, gain (loss) on change in fair value of contingent consideration and income tax expense. Inter-segment revenue is eliminated in consolidation and is not significant. | |||||||||||
The following table sets forth the revenue and operating results attributable to each reportable segment and includes a reconciliation of segment revenue to consolidated revenue and operating results to consolidated income before income tax expense (in thousands): | |||||||||||
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Revenue: | |||||||||||
Learning Solutions | $ | 189,899 | $ | 158,118 | $ | 126,177 | |||||
Professional & Technical Services | 72,577 | 82,447 | 83,551 | ||||||||
Sandy Training & Marketing | 70,699 | 70,243 | 54,604 | ||||||||
Performance Readiness Solutions | 53,882 | 55,794 | 40,079 | ||||||||
Energy Services | 49,632 | 34,970 | 28,756 | ||||||||
$ | 436,689 | $ | 401,572 | $ | 333,167 | ||||||
Operating income: | |||||||||||
Learning Solutions | $ | 15,210 | $ | 15,927 | $ | 8,938 | |||||
Professional & Technical Services | 5,810 | 6,868 | 8,390 | ||||||||
Sandy Training & Marketing | 4,672 | 4,897 | 3,018 | ||||||||
Performance Readiness Solutions | 2,688 | 2,548 | 601 | ||||||||
Energy Services | 8,296 | 6,231 | 5,438 | ||||||||
Gain on reversal of deferred rent liability | — | — | 1,041 | ||||||||
Gain (loss) on change in fair value of | 1,676 | -789 | 517 | ||||||||
contingent consideration, net | |||||||||||
Operating income | 38,352 | 35,682 | 27,943 | ||||||||
Interest expense | -366 | -269 | -209 | ||||||||
Other income | 502 | 389 | 657 | ||||||||
Income before income tax expense | $ | 38,488 | $ | 35,802 | $ | 28,391 | |||||
Additional information relating to our business segments is as follows (in thousands): | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Identifiable assets: | |||||||||||
Learning Solutions | $ | 139,744 | $ | 108,111 | |||||||
Professional & Technical Services | 64,292 | 62,975 | |||||||||
Sandy Training & Marketing | 21,812 | 24,250 | |||||||||
Performance Readiness Solutions | 26,500 | 27,472 | |||||||||
Energy Services | 27,808 | 21,626 | |||||||||
Total assets | $ | 280,156 | $ | 244,434 | |||||||
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, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Additions to property, plant and equipment: | |||||||||||
Learning Solutions | $ | 2,788 | $ | 1,149 | $ | 1,293 | |||||
Professional & Technical Services | 233 | 84 | 296 | ||||||||
Sandy Training & Marketing | 11 | 38 | 6 | ||||||||
Performance Readiness Solutions | 553 | 61 | 161 | ||||||||
Energy Services | 352 | 273 | 643 | ||||||||
Corporate and other | 2,777 | 931 | 1,576 | ||||||||
$ | 6,714 | $ | 2,536 | $ | 3,975 | ||||||
Depreciation and amortization: | |||||||||||
Learning Solutions | $ | 4,990 | $ | 3,411 | $ | 2,173 | |||||
Professional & Technical Services | 715 | 668 | 734 | ||||||||
Sandy Training & Marketing | 427 | 428 | 424 | ||||||||
Performance Readiness Solutions | 778 | 1,102 | 871 | ||||||||
Energy Services | 393 | 511 | 435 | ||||||||
Corporate and other | 1,314 | 1,851 | 1,550 | ||||||||
$ | 8,617 | $ | 7,971 | $ | 6,187 | ||||||
Information about our revenue in different geographic regions, which are attributable to our wholly owned subsidiaries located in the United Kingdom, Canada, Netherlands, Denmark, Germany, France, Mexico, Colombia, Singapore, China and India is as follows (in thousands): | |||||||||||
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
United States | $ | 347,251 | $ | 323,867 | $ | 274,010 | |||||
United Kingdom | 65,578 | 61,102 | 48,151 | ||||||||
Other | 23,860 | 16,603 | 11,006 | ||||||||
$ | 436,689 | $ | 401,572 | $ | 333,167 | ||||||
Information about our total assets in different geographic regions is as follows (in thousands): | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
United States | $ | 194,285 | $ | 188,596 | |||||||
United Kingdom | 56,481 | 40,163 | |||||||||
Other | 29,390 | 15,675 | |||||||||
$ | 280,156 | $ | 244,434 | ||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
(12) Related Party Transactions | |
As discussed in Note 10, Sagard purchased 350,000 shares of our common stock from Bedford Oak in January 2012. Daniel M. Friedberg, who serves on our Board of Directors, has been President and CEO of Sagard Capital Partners Management Corporation, the investment manager of Sagard, since its founding in 2005. Harvey P. Eisen, the Chairman of our Board of Directors, is also the Chairman and Managing Member of Bedford Oak Advisors, LLC, the investment manager of Bedford Oak. Except as described above, neither Mr. Friedberg nor Mr. Eisen is a party to any other arrangements or transactions involving the Company. | |
Commitments_Guarantees_and_Con
Commitments, Guarantees, and Contingencies | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||||||||
-13 | 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): | |||||||||||
Real | Machinery and | ||||||||||
property | equipment | Total | |||||||||
2014 | $ | 6,263 | $ | 1,196 | $ | 7,459 | |||||
2015 | 5,477 | 582 | 6,059 | ||||||||
2016 | 5,250 | 163 | 5,413 | ||||||||
2017 | 4,795 | 77 | 4,872 | ||||||||
2018 | 3,102 | — | 3,102 | ||||||||
Thereafter | 15,387 | — | 15,387 | ||||||||
Total | $ | 40,274 | $ | 2,018 | $ | 42,292 | |||||
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 $8,480,000, $6,914,000 and $6,615,000 for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||
On February 28, 2013, we entered into a lease agreement for approximately 63,985 square feet of office space in Columbia, Maryland for our corporate headquarters, replacing our former headquarters location in Elkridge, Maryland. The lease term is twelve years and encompasses three floors of an approximately 170,000 square foot existing office building. Occupancy and rent payments commenced on approximately August 1, 2013. | |||||||||||
During the year ended December 31, 2011, we recognized a net gain of $1,041,000 on the reversal of a deferred rent liability related to the execution of a new lease for our Troy, Michigan facility. This gain is excluded from rent expense for the year ended December 31, 2011 as disclosed above. | |||||||||||
Other | |||||||||||
As of December 31, 2013, we had six outstanding letters of credit totaling $662,000, which expire in 2014 through 2018. In addition, we have three outstanding performance bonds totaling $3,582,000 relating to construction contracts scheduled to be completed in 2014. | |||||||||||
Quarterly_Information_unaudite
Quarterly Information (unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Quarterly Financial Information [Text Block] | ' | ||||||||||||||||
-14 | 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 | |||||||||||||||
2013 | March 31 | June 30 | September 30 | December 31 | December 31 | ||||||||||||
Revenue | $ | 101,373 | $ | 104,899 | $ | 113,197 | $ | 117,220 | $ | 436,689 | |||||||
Gross profit | 16,181 | 18,395 | 20,061 | 21,628 | 76,265 | ||||||||||||
Net income | 4,925 | 5,247 | 6,143 | 7,441 | 23,756 | ||||||||||||
Earnings per share: | |||||||||||||||||
Basic | $ | 0.26 | $ | 0.27 | $ | 0.32 | $ | 0.39 | $ | 1.24 | |||||||
Diluted | $ | 0.26 | $ | 0.27 | $ | 0.32 | $ | 0.38 | $ | 1.23 | |||||||
2012 | |||||||||||||||||
Revenue | $ | 93,605 | $ | 102,311 | $ | 99,671 | $ | 105,985 | $ | 401,572 | |||||||
Gross profit | 15,612 | 19,005 | 17,929 | 19,425 | 71,971 | ||||||||||||
Net income | 4,384 | 5,984 | 6,183 | 6,137 | 22,688 | ||||||||||||
Earnings per share: | |||||||||||||||||
Basic | $ | 0.23 | $ | 0.32 | $ | 0.33 | $ | 0.32 | $ | 1.2 | |||||||
Diluted | $ | 0.23 | $ | 0.31 | $ | 0.32 | $ | 0.32 | $ | 1.18 | |||||||
The sum of the quarterly earnings per share amounts may not equal the total for the year due to the effects of rounding and dilution as a result of issuing common shares during the year. | |||||||||||||||||
Description_of_Business_and_Si1
Description of Business and Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
Business Combinations Policy [Policy Text Block] | ' | ||||||||||
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 Policy [Policy Text Block] | ' | ||||||||||
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. | |||||||||||
Consolidation, Policy [Policy Text Block] | ' | ||||||||||
Basis of Consolidation | |||||||||||
The consolidated financial statements include the operations of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. | |||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | ||||||||||
Significant Customers & Concentration of Credit Risk | |||||||||||
We have a market concentration of revenue in the automotive sector. Revenue from the automotive industry accounted for approximately 16%, 17% and 17% of our consolidated revenue for the years ended December 31, 2013, 2012 and 2011, respectively. Beginning in 2013, we also have a market concentration in the financial and insurance sector. Revenue from the financial and insurance industry accounted for approximately 11% of our consolidated revenue for the year ended December 31, 2013. We also have a concentration of revenue from the United States government. For the years ended December 31, 2013, 2012 and 2011, sales to the United States government and its agencies represented approximately 10%, 12% and 14%, respectively, of our consolidated revenue. Revenue was derived from many separate contracts with a variety of government agencies that are regarded by us as separate customers. No single customer accounted for more than 10% of our consolidated revenue in 2013. Accounts receivable from a single automotive customer totaled $7,106,000 as of December 31, 2013 and $8,986,000 as of December 31, 2012, accounting for approximately 8% and 11% of our total accounts receivable as of those dates, respectively. | |||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||||||||||
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 $5,261,000 and $0 as of December 31, 2013 and 2012, respectively. Changes in negative book cash balances from period to period are reported as a financing activity in the consolidated statement of cash flows. | |||||||||||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | ' | ||||||||||
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, | |||||||||||
2013 | 2012 | 2011 | |||||||||
(In thousands) | |||||||||||
Beginning balance | $ | 1,756 | $ | 1,015 | $ | 701 | |||||
Additions | 121 | 782 | 601 | ||||||||
Deductions | -472 | -41 | -287 | ||||||||
Ending balance | $ | 1,405 | $ | 1,756 | $ | 1,015 | |||||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | ' | ||||||||||
Foreign Currency Translation | |||||||||||
The functional currency of our international operations is the respective local currency. The translation of the foreign currency into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rates prevailing during the year. The unrealized gains and losses resulting from such translation are included as a component of comprehensive income. | |||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ||||||||||
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 revenues and 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 revenues and 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 Policy [Policy Text Block] | ' | ||||||||||
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, Policy [Policy Text Block] | ' | ||||||||||
Comprehensive Income | |||||||||||
Comprehensive income consists of net income and foreign currency translation adjustments. | |||||||||||
Inventory, Policy [Policy Text Block] | ' | ||||||||||
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, Policy [Policy Text Block] | ' | ||||||||||
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 or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' | ||||||||||
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, Policy [Policy Text Block] | ' | ||||||||||
Goodwill and Intangible Assets | |||||||||||
Our intangible assets include amounts recognized in connection with acquisitions, including customer relationships, technology, intellectual property and tradenames. Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. Except for goodwill, we do not have any intangible assets with indefinite useful lives. | |||||||||||
Goodwill represents the excess of costs over fair value of assets of businesses acquired. We review our goodwill for impairment annually as of December 31 and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. We test goodwill at the reporting unit level. | |||||||||||
During the year ended December 31, 2012, we adopted Accounting Standards Update (“ASU”) 2011-08, Testing Goodwill for Impairment (“ASU 2011-08”). 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. Previous guidance required an entity to test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount, including goodwill (step one). If the fair value of a reporting unit is less than its carrying amount, then the second step of the test must be performed to measure the amount of the impairment loss, if any. Under the amendments in 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. | |||||||||||
If it is determined as a result of the qualitative assessment permitted by ASU 2011-08, 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. | |||||||||||
For our annual goodwill impairment tests as of December 31, 2013 and 2012, 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. For our annual goodwill impairment test as of December 31, 2011, we performed step one of the two-step impairment test and determined that the estimated fair values of each of our reporting units exceeded their respective carrying values, indicating the underlying goodwill of each unit was not impaired. | |||||||||||
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 Policy [Policy Text Block] | ' | ||||||||||
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 Policy [Policy Text Block] | ' | ||||||||||
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 $1,178,000 and $0 as of December 31, 2013 and 2012, respectively, and are included in other assets on our consolidated balance sheet. | |||||||||||
Income Tax, Policy [Policy Text Block] | ' | ||||||||||
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, Policy [Policy Text Block] | ' | ||||||||||
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, | |||||||||||
2013 | 2012 | 2011 | |||||||||
(In thousands) | |||||||||||
Non-dilutive instruments | 28 | 64 | 115 | ||||||||
Dilutive common stock equivalents | 259 | 319 | 244 | ||||||||
Share-based Compensation, Option and Incentive Plans, Director Policy [Policy Text Block] | ' | ||||||||||
Stock-Based Compensation | |||||||||||
Pursuant to our stock-based incentive plans which are described more fully in Note 9, we grant stock options, restricted stock, stock units, and equity to officers, employees, and members of the Board of Directors. We compute compensation expense for all equity-based compensation awards issued to employees using the fair-value measurement method. We recognize compensation expense on a straight-line basis over the requisite service period for stock-based compensation awards with both graded and cliff vesting terms. We apply a forfeiture estimate to compensation expense recognized for awards that are expected to vest during the requisite service period, and revise that estimate if subsequent information indicates that the actual forfeitures will differ from the estimate. We recognize the cumulative effect of a change in the number of awards expected to vest in compensation expense in the period of change. We do not capitalize any material portion of our stock-based compensation. | |||||||||||
We estimate the fair value of our stock options on the date of grant using the Black-Scholes option pricing model, which requires various assumptions such as expected term, expected stock price volatility and risk-free interest rate. We estimate the expected term of stock options granted taking into consideration historical data related to stock option exercises. We use historical stock price data in order to estimate the expected volatility factor of stock options granted. The risk-free interest rate for the periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. | |||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||||||||
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 Measurement, Policy [Policy Text Block] | ' | ||||||||||
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. Our fair value measurements relate to goodwill, intangible assets and contingent consideration recognized in connection with acquisitions and are valued using Level 3 inputs. | |||||||||||
Lease, Policy [Policy Text Block] | ' | ||||||||||
Leases | |||||||||||
We lease various office space, machinery and equipment under noncancelable operating leases which have minimum lease obligations. Several 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 Costs, Policy [Policy Text Block] | ' | ||||||||||
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. | |||||||||||
Reclassification, Policy [Policy Text Block] | ' | ||||||||||
Reclassifications | |||||||||||
Certain prior year amounts have been reclassified to conform with the current year presentation. | |||||||||||
Description_of_Business_and_Si2
Description of Business and Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | ' | ||||||||||
Activity in our allowance for doubtful accounts was comprised of the following for the periods indicated: | |||||||||||
Year ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
(In thousands) | |||||||||||
Beginning balance | $ | 1,756 | $ | 1,015 | $ | 701 | |||||
Additions | 121 | 782 | 601 | ||||||||
Deductions | -472 | -41 | -287 | ||||||||
Ending balance | $ | 1,405 | $ | 1,756 | $ | 1,015 | |||||
Schedule Of Depreciation [Table Text Block] | ' | ||||||||||
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 Earnings Per Share [Table Text Block] | ' | ||||||||||
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, | |||||||||||
2013 | 2012 | 2011 | |||||||||
(In thousands) | |||||||||||
Non-dilutive instruments | 28 | 64 | 115 | ||||||||
Dilutive common stock equivalents | 259 | 319 | 244 | ||||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Business Acquisition [Line Items] | ' | ||||||||||||||||
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | ' | ||||||||||||||||
Below is a summary of the potential contingent consideration we may be required to pay in connection with completed acquisitions as of December 31, 2013 (dollars in thousands): | |||||||||||||||||
Original range | |||||||||||||||||
of potential | As of December 31, 2013 | ||||||||||||||||
undiscounted | Maximum contingent consideration due in | ||||||||||||||||
Acquisition: | payments | 2014 | 2015 | Total | |||||||||||||
Bath Consulting | $0 - $2,376 | $ | 997 | $ | — | $ | 997 | ||||||||||
Asentus | $0 - $3,700 | 1,600 | — | 1,600 | |||||||||||||
Prospero | $0 - $4,675 | 2,805 | 1,870 | 4,675 | |||||||||||||
Lorien | $0 - $989 | 989 | — | 989 | |||||||||||||
Total | $ | 6,391 | $ | 1,870 | $ | 8,261 | |||||||||||
Schedule Of Contingent Consideration Liabilities For Acquisition [Table Text Block] | ' | ||||||||||||||||
Below is a summary of the changes in the recorded amount of contingent consideration liabilities from December 31, 2012 to December 31, 2013 for each acquisition (dollars in thousands): | |||||||||||||||||
Change in | |||||||||||||||||
2013 | Fair Value of | Foreign | |||||||||||||||
Liability as of | Additions | Contingent | Currency | Liability as of | |||||||||||||
Acquisition: | Dec. 31, 2012 | (Payments) | Consideration | Translation | Dec. 31, 2013 | ||||||||||||
Milsom | $ | 302 | $ | -299 | $ | — | $ | -3 | $ | — | |||||||
Marton House | 774 | -759 | 32 | -47 | — | ||||||||||||
Bath Consulting | 1,464 | -676 | 228 | -19 | 997 | ||||||||||||
Asentus | 544 | - | -533 | -11 | — | ||||||||||||
Prospero | — | 3,670 | -1,727 | -102 | 1,841 | ||||||||||||
Lorien | — | 573 | 324 | 62 | 959 | ||||||||||||
Total | $ | 3,084 | $ | 2,509 | $ | -1,676 | $ | -120 | $ | 3,797 | |||||||
2013 Acquisitions [Member] | ' | ||||||||||||||||
Business Acquisition [Line Items] | ' | ||||||||||||||||
Schedule Of Purchase Price Allocations [Table Text Block] | ' | ||||||||||||||||
The following tables summarize the purchase prices and purchase price allocations for the acquisitions completed during the years ended December 31, 2013, 2012 and 2011. A description of the acquired businesses during each year is summarized below each table. | |||||||||||||||||
2013 Acquisitions | (Dollars in thousands) | ||||||||||||||||
Acquired company | Prospero | Lorien | |||||||||||||||
Acquisition date | 5/31/13 | 6/12/13 | |||||||||||||||
Cash purchase price | $ | 7,028 | $ | 6,734 | |||||||||||||
Fair value of contingent consideration | 3,670 | 573 | |||||||||||||||
Total purchase price | $ | 10,698 | $ | 7,307 | |||||||||||||
Purchase price allocation: | |||||||||||||||||
Cash | $ | — | $ | 23 | |||||||||||||
Accounts receivable | — | 1,856 | |||||||||||||||
Other assets | 7 | 1,553 | |||||||||||||||
Property, plant and equipment | 51 | 116 | |||||||||||||||
Intangible assets | 2,801 | 1,715 | |||||||||||||||
Goodwill | 8,112 | 5,494 | |||||||||||||||
Total assets | 10,971 | 10,757 | |||||||||||||||
Accounts payable and accrued expenses | 40 | 1,975 | |||||||||||||||
Billings in excess of costs and estimated | 233 | 1,132 | |||||||||||||||
earnings on uncompleted contracts | |||||||||||||||||
Deferred tax liability | — | 343 | |||||||||||||||
Total liabilities | 273 | 3,450 | |||||||||||||||
Net assets acquired | $ | 10,698 | $ | 7,307 | |||||||||||||
2012 Acquisitions [Member] | ' | ||||||||||||||||
Business Acquisition [Line Items] | ' | ||||||||||||||||
Schedule Of Purchase Price Allocations [Table Text Block] | ' | ||||||||||||||||
The purchase price allocation above was translated into U.S. dollars based on the exchange rate in effect on the date of acquisition. | |||||||||||||||||
2012 Acquisitions | (Dollars in thousands) | ||||||||||||||||
Acquired company | Information | Asentus | Rovsing | Blessing | |||||||||||||
Horizons | Dynamics | White | |||||||||||||||
Acquisition date | 5/1/12 | 6/29/12 | 9/17/12 | 10/1/12 | |||||||||||||
Cash purchase price | $ | 531 | $ | 1,417 | $ | 720 | $ | 10,529 | |||||||||
Fair value of contingent consideration | — | 765 | — | — | |||||||||||||
Total purchase price | $ | 531 | $ | 2,182 | $ | 720 | $ | 10,529 | |||||||||
Purchase price allocation: | |||||||||||||||||
Cash | $ | — | $ | 396 | $ | 20 | $ | 830 | |||||||||
Accounts receivable | — | 1,970 | — | 2,796 | |||||||||||||
Other assets | — | 411 | 898 | 527 | |||||||||||||
Property, plant and equipment | 26 | 46 | 5 | 76 | |||||||||||||
Intangible assets | 505 | 443 | 775 | 3,280 | |||||||||||||
Goodwill | — | 1,957 | 458 | 6,070 | |||||||||||||
Total assets | 531 | 5,223 | 2,156 | 13,579 | |||||||||||||
Accounts payable and accrued expenses | — | 2,708 | 428 | 1,456 | |||||||||||||
Billings in excess of costs and estimated | — | 247 | 1,008 | 282 | |||||||||||||
earnings on uncompleted contracts | |||||||||||||||||
Deferred tax liability | — | 86 | — | 1,312 | |||||||||||||
Total liabilities | — | 3,041 | 1,436 | 3,050 | |||||||||||||
Net assets acquired | $ | 531 | $ | 2,182 | $ | 720 | $ | 10,529 | |||||||||
2011 Acquisitions [Member] | ' | ||||||||||||||||
Business Acquisition [Line Items] | ' | ||||||||||||||||
Schedule Of Purchase Price Allocations [Table Text Block] | ' | ||||||||||||||||
BlessingWhite is included in the Learning Solutions segment and the results of its operations have been included in the consolidated financial statements since October 1, 2012. The pro-forma impact of the acquisition is not material to our results of operations. | |||||||||||||||||
2011 Acquisitions | (Dollars in thousands) | ||||||||||||||||
Acquired company | Communication | Ultra | RWD | Beneast | |||||||||||||
Consulting | Training | Training | |||||||||||||||
Acquisition date | 2/1/11 | 4/1/11 | 4/15/11 | 8/1/11 | |||||||||||||
Cash purchase price | $ | 1,505 | $ | 3,420 | $ | 25,760 | $ | 6,771 | |||||||||
Fair value of contingent consideration | 112 | — | — | — | |||||||||||||
Total purchase price | $ | 1,617 | $ | 3,420 | $ | 25,760 | $ | 6,771 | |||||||||
Purchase price allocation: | |||||||||||||||||
Cash | $ | — | $ | 347 | $ | 81 | $ | 2,236 | |||||||||
Accounts receivable | — | 340 | 13,667 | 375 | |||||||||||||
Other assets | — | 188 | 2,261 | 104 | |||||||||||||
Property, plant and equipment | 16 | 42 | 573 | 192 | |||||||||||||
Intangible assets | 390 | 1,412 | 3,726 | 2,706 | |||||||||||||
Goodwill | 1,211 | 2,336 | 13,059 | 3,790 | |||||||||||||
Total assets | 1,617 | 4,665 | 33,367 | 9,403 | |||||||||||||
Accounts payable and accrued expenses | — | 878 | 6,299 | 1,956 | |||||||||||||
Billings in excess of costs and estimated | — | — | 1,308 | — | |||||||||||||
earnings on uncompleted contracts | |||||||||||||||||
Deferred tax liability | — | 367 | — | 676 | |||||||||||||
Total liabilities | — | 1,245 | 7,607 | 2,632 | |||||||||||||
Net assets acquired | $ | 1,617 | $ | 3,420 | $ | 25,760 | $ | 6,771 | |||||||||
Goodwill_Other_Intangible_Asse1
Goodwill & Other Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||
Schedule of Goodwill [Table Text Block] | ' | |||||||||||||||||||
Changes in the carrying amount of goodwill by reportable business segment for the years ended December 31, 2013 and 2012 were as follows (in thousands): | ||||||||||||||||||||
Professional | Sandy | Performance | ||||||||||||||||||
Learning | & Technical | Training & | Readiness | |||||||||||||||||
Solutions | Services | Marketing | Solutions | Energy | Total | |||||||||||||||
Net book value at | ||||||||||||||||||||
1-Jan-12 | ||||||||||||||||||||
Goodwill | $ | 39,109 | $ | 45,520 | $ | 6,161 | $ | 9,795 | $ | 8,170 | $ | 108,755 | ||||||||
Accumulated impairment losses | -2,079 | -7,830 | -5,508 | — | — | -15,417 | ||||||||||||||
Total | 37,030 | 37,690 | 653 | 9,795 | 8,170 | 93,338 | ||||||||||||||
2012 Activity: | ||||||||||||||||||||
Acquisitions | 8,226 | — | — | — | 340 | 8,566 | ||||||||||||||
Foreign currency translation | 913 | — | — | — | 12 | 925 | ||||||||||||||
Other | -8 | — | — | — | — | -8 | ||||||||||||||
Net book value at | ||||||||||||||||||||
31-Dec-12 | ||||||||||||||||||||
Goodwill | 48,240 | 45,520 | 6,161 | 9,795 | 8,522 | 118,238 | ||||||||||||||
Accumulated impairment losses | -2,079 | -7,830 | -5,508 | — | — | -15,417 | ||||||||||||||
Total | 46,161 | 37,690 | 653 | 9,795 | 8,522 | 102,821 | ||||||||||||||
2013 Activity: | ||||||||||||||||||||
Acquisitions | 13,606 | — | — | — | — | 13,606 | ||||||||||||||
Purchase adjustments | -196 | — | — | — | 117 | -79 | ||||||||||||||
Foreign currency translation | 620 | — | — | — | 23 | 643 | ||||||||||||||
Other | -4 | — | — | — | — | -4 | ||||||||||||||
Net book value at | ||||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||
Goodwill | 62,266 | 45,520 | 6,161 | 9,795 | 8,662 | 132,404 | ||||||||||||||
Accumulated impairment losses | -2,079 | -7,830 | -5,508 | — | — | -15,417 | ||||||||||||||
Total | $ | 60,187 | $ | 37,690 | $ | 653 | $ | 9,795 | $ | 8,662 | $ | 116,987 | ||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | |||||||||||||||||||
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): | ||||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||
Amount | Amortization | Amount | ||||||||||||||||||
Customer relationships | $ | 26,470 | $ | -13,070 | $ | 13,400 | ||||||||||||||
Tradenames | 191 | -119 | 72 | |||||||||||||||||
Intellectual property and other | 2,364 | -707 | 1,657 | |||||||||||||||||
$ | 29,025 | $ | -13,896 | $ | 15,129 | |||||||||||||||
31-Dec-12 | ||||||||||||||||||||
Customer relationships | $ | 22,193 | $ | -9,064 | $ | 13,129 | ||||||||||||||
Tradenames | 982 | -700 | 282 | |||||||||||||||||
Intellectual property and other | 3,686 | -1,225 | 2,461 | |||||||||||||||||
$ | 26,861 | $ | -10,989 | $ | 15,872 | |||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | |||||||||||||||||||
Estimated amortization expense for intangible assets included in our consolidated balance sheet as of December 31, 2013 is as follows (in thousands): | ||||||||||||||||||||
Fiscal year ending: | ||||||||||||||||||||
2014 | $ | 5,404 | ||||||||||||||||||
2015 | 3,995 | |||||||||||||||||||
2016 | 2,984 | |||||||||||||||||||
2017 | 1,882 | |||||||||||||||||||
2018 | 832 | |||||||||||||||||||
Thereafter | 32 | |||||||||||||||||||
Total | $ | 15,129 | ||||||||||||||||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Property, plant and equipment consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Machinery, equipment and vehicles | $ | 19,308 | $ | 15,043 | ||||
Furniture and fixtures | 3,295 | 2,274 | ||||||
Leasehold improvements | 1,553 | 1,058 | ||||||
Buildings | 404 | 396 | ||||||
24,560 | 18,771 | |||||||
Accumulated depreciation and amortization | -15,329 | -13,260 | ||||||
$ | 9,231 | $ | 5,511 | |||||
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | ' | |||||||
Accounts payable and accrued expenses consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Trade accounts payable | $ | 11,815 | $ | 11,061 | ||||
Accrued salaries, vacation and benefits | 15,731 | 16,463 | ||||||
Other accrued expenses | 20,127 | 17,393 | ||||||
Accrued contingent consideration | 2,405 | 2,540 | ||||||
Negative cash book balance | 5,261 | — | ||||||
$ | 55,339 | $ | 47,457 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | ' | ||||||||||
The components of income before income taxes and income tax expense for the years ended December 31, 2013, 2012 and 2011 are as follows (in thousands): | |||||||||||
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Income before income taxes: | |||||||||||
Domestic | $ | 31,738 | $ | 27,827 | $ | 21,976 | |||||
Foreign | 6,750 | 7,975 | 6,415 | ||||||||
Total income before income taxes | $ | 38,488 | $ | 35,802 | $ | 28,391 | |||||
Income tax expense: | |||||||||||
Current: | |||||||||||
Federal | $ | 10,348 | $ | 7,846 | $ | 6,869 | |||||
State and local | 2,130 | 1,653 | 1,750 | ||||||||
Foreign | 2,539 | 2,899 | 1,765 | ||||||||
Total current | 15,017 | 12,398 | 10,384 | ||||||||
Deferred: | |||||||||||
Federal | 226 | 856 | 310 | ||||||||
State and local | 159 | 236 | 48 | ||||||||
Foreign | -670 | -376 | -211 | ||||||||
Total deferred | -285 | 716 | 147 | ||||||||
Total income tax expense | $ | 14,732 | $ | 13,114 | $ | 10,531 | |||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | ||||||||||
The difference between the expense for income tax expense computed at the statutory rate and the reported amount of income tax expense is as follows: | |||||||||||
December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Federal income tax rate | 35 | % | 35 | % | 35 | % | |||||
State and local taxes net of federal benefit | 3.9 | 3.4 | 4.1 | ||||||||
Foreign taxes | -1.4 | -0.1 | -1.2 | ||||||||
Permanent differences | 1.5 | 1.9 | 2.1 | ||||||||
Valuation allowance adjustments | — | — | 0.1 | ||||||||
Reduction of uncertain tax position liabilities | — | -4.5 | -3.1 | ||||||||
Other | -0.7 | 0.9 | 0.1 | ||||||||
Effective tax rate | 38.3 | % | 36.6 | % | 37.1 | % | |||||
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | ' | ||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest, is as follows (in thousands): | |||||||||||
Years ended December 31, | |||||||||||
2012 | 2011 | ||||||||||
Unrecognized tax benefits at beginning of the year | $ | 1,418 | $ | 2,218 | |||||||
Additions related to current year tax positions | — | — | |||||||||
Additions related to prior year tax positions | — | — | |||||||||
Settlements | — | — | |||||||||
Reductions due to lapse of statute of limitations | -1,418 | -800 | |||||||||
Unrecognized tax benefits at end of the year | $ | — | $ | 1,418 | |||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | ||||||||||
The tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities that are included in the net deferred tax assets and liabilities are summarized as follows (in thousands): | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Deferred tax assets: | |||||||||||
Allowance for doubtful accounts | $ | 508 | $ | 492 | |||||||
Accrued liabilities | 1,787 | 1,131 | |||||||||
Stock-based compensation expense | 629 | 499 | |||||||||
Net federal, state and foreign operating loss carryforwards | 922 | 288 | |||||||||
Deferred tax assets | 3,846 | 2,410 | |||||||||
Deferred tax liabilities: | |||||||||||
Intangible assets, property and equipment, principally | 7,677 | 6,990 | |||||||||
due to difference in depreciation and amortization | |||||||||||
Net deferred tax liabilities | -3,831 | -4,580 | |||||||||
Less valuation allowance | -584 | -263 | |||||||||
Net deferred tax liabilities, net of valuation allowance | $ | -4,415 | $ | -4,843 | |||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ' | |||||||||||
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | ' | |||||||||||
The following table summarizes the pre-tax stock-based compensation expense included in reported net income (in thousands): | ||||||||||||
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Cost of revenue | $ | 1,163 | $ | 1,294 | $ | 1,462 | ||||||
Selling, general and adminstrative expenses | 465 | 497 | 530 | |||||||||
Total stock-based compensation expense | $ | 1,628 | $ | 1,791 | $ | 1,992 | ||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||||||
Summarized information for our non-qualified stock options is as follows: | ||||||||||||
Weighted | ||||||||||||
average | ||||||||||||
Weighted | remaining | Aggregate | ||||||||||
Number of | average | contractual | intrinsic | |||||||||
Stock Options | options | exercise price | term | value | ||||||||
Outstanding at December 31, 2012 | 624,700 | $ | 9.54 | |||||||||
Granted | — | — | ||||||||||
Exercised | -49,600 | 10.46 | ||||||||||
Forfeited | -4,300 | 14.61 | ||||||||||
Expired | -1,500 | 13.17 | ||||||||||
Outstanding at December 31, 2013 | 569,300 | $ | 9.41 | 2.45 | $ | 11,603,000 | ||||||
Stock options expected to vest | 550,600 | $ | 9.39 | 2.44 | $ | 11,230,000 | ||||||
Exercisable at December 31, 2013 | 268,200 | $ | 8.57 | 2.27 | $ | 5,691,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | ' | |||||||||||
Summarized weighted average information for non-qualified stock options granted to certain key personnel during the years ended December 31, 2012 and 2011 is as follows (no stock options were granted during the year ended December 31, 2013): | ||||||||||||
2012 | 2011 | |||||||||||
Number of options granted | 54,500 | 157,500 | ||||||||||
Exercise price | $ | 17.57 | $ | 13.18 | ||||||||
Vesting term | 4.5 years | 5 years | ||||||||||
Contractual term | 5.5 years | 6 years | ||||||||||
Grant-date fair value | $ | 6.8 | $ | 4.63 | ||||||||
Black-Scholes assumptions: | ||||||||||||
Expected term | 4.2 years | 4.5 years | ||||||||||
Expected stock price volatility | 48.3 | % | 39.3 | % | ||||||||
Risk-free interest rate | 0.61 | % | 1.82 | % | ||||||||
Expected dividend yield | — | % | — | % | ||||||||
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | ' | |||||||||||
Summarized share information for our restricted stock units is as follows: | ||||||||||||
Weighted | ||||||||||||
Year ended | average | |||||||||||
December 31, | grant date | |||||||||||
2013 | fair value | |||||||||||
(In shares) | (In dollars) | |||||||||||
Outstanding and unvested, beginning of period | 210,992 | $ | 18.4 | |||||||||
Granted | 81,575 | 29.17 | ||||||||||
Vested | -47,036 | 17.49 | ||||||||||
Forfeited | -1,500 | 19.38 | ||||||||||
Outstanding and unvested, end of period | 244,031 | $ | 22.17 | |||||||||
Restricted stock units expected to vest | 231,217 | $ | 22.03 | |||||||||
Business_Segments_Tables
Business Segments (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Segment Reporting Information [Line Items] | ' | ||||||||||
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | ' | ||||||||||
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, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Revenue: | |||||||||||
Learning Solutions | $ | 189,899 | $ | 158,118 | $ | 126,177 | |||||
Professional & Technical Services | 72,577 | 82,447 | 83,551 | ||||||||
Sandy Training & Marketing | 70,699 | 70,243 | 54,604 | ||||||||
Performance Readiness Solutions | 53,882 | 55,794 | 40,079 | ||||||||
Energy Services | 49,632 | 34,970 | 28,756 | ||||||||
$ | 436,689 | $ | 401,572 | $ | 333,167 | ||||||
Operating income: | |||||||||||
Learning Solutions | $ | 15,210 | $ | 15,927 | $ | 8,938 | |||||
Professional & Technical Services | 5,810 | 6,868 | 8,390 | ||||||||
Sandy Training & Marketing | 4,672 | 4,897 | 3,018 | ||||||||
Performance Readiness Solutions | 2,688 | 2,548 | 601 | ||||||||
Energy Services | 8,296 | 6,231 | 5,438 | ||||||||
Gain on reversal of deferred rent liability | — | — | 1,041 | ||||||||
Gain (loss) on change in fair value of | 1,676 | -789 | 517 | ||||||||
contingent consideration, net | |||||||||||
Operating income | 38,352 | 35,682 | 27,943 | ||||||||
Interest expense | -366 | -269 | -209 | ||||||||
Other income | 502 | 389 | 657 | ||||||||
Income before income tax expense | $ | 38,488 | $ | 35,802 | $ | 28,391 | |||||
Additional Information Relating To Business Segments [Table Text Block] | ' | ||||||||||
Additional information relating to our business segments is as follows (in thousands): | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Identifiable assets: | |||||||||||
Learning Solutions | $ | 139,744 | $ | 108,111 | |||||||
Professional & Technical Services | 64,292 | 62,975 | |||||||||
Sandy Training & Marketing | 21,812 | 24,250 | |||||||||
Performance Readiness Solutions | 26,500 | 27,472 | |||||||||
Energy Services | 27,808 | 21,626 | |||||||||
Total assets | $ | 280,156 | $ | 244,434 | |||||||
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | ' | ||||||||||
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, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Additions to property, plant and equipment: | |||||||||||
Learning Solutions | $ | 2,788 | $ | 1,149 | $ | 1,293 | |||||
Professional & Technical Services | 233 | 84 | 296 | ||||||||
Sandy Training & Marketing | 11 | 38 | 6 | ||||||||
Performance Readiness Solutions | 553 | 61 | 161 | ||||||||
Energy Services | 352 | 273 | 643 | ||||||||
Corporate and other | 2,777 | 931 | 1,576 | ||||||||
$ | 6,714 | $ | 2,536 | $ | 3,975 | ||||||
Depreciation and amortization: | |||||||||||
Learning Solutions | $ | 4,990 | $ | 3,411 | $ | 2,173 | |||||
Professional & Technical Services | 715 | 668 | 734 | ||||||||
Sandy Training & Marketing | 427 | 428 | 424 | ||||||||
Performance Readiness Solutions | 778 | 1,102 | 871 | ||||||||
Energy Services | 393 | 511 | 435 | ||||||||
Corporate and other | 1,314 | 1,851 | 1,550 | ||||||||
$ | 8,617 | $ | 7,971 | $ | 6,187 | ||||||
Revenue [Member] | ' | ||||||||||
Segment Reporting Information [Line Items] | ' | ||||||||||
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country [Table Text Block] | ' | ||||||||||
Information about our revenue in different geographic regions, which are attributable to our wholly owned subsidiaries located in the United Kingdom, Canada, Netherlands, Denmark, Germany, France, Mexico, Colombia, Singapore, China and India is as follows (in thousands): | |||||||||||
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
United States | $ | 347,251 | $ | 323,867 | $ | 274,010 | |||||
United Kingdom | 65,578 | 61,102 | 48,151 | ||||||||
Other | 23,860 | 16,603 | 11,006 | ||||||||
$ | 436,689 | $ | 401,572 | $ | 333,167 | ||||||
Assets [Member] | ' | ||||||||||
Segment Reporting Information [Line Items] | ' | ||||||||||
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country [Table Text Block] | ' | ||||||||||
Information about our total assets in different geographic regions is as follows (in thousands): | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
United States | $ | 194,285 | $ | 188,596 | |||||||
United Kingdom | 56,481 | 40,163 | |||||||||
Other | 29,390 | 15,675 | |||||||||
$ | 280,156 | $ | 244,434 | ||||||||
Commitments_Guarantees_and_Con1
Commitments, Guarantees, and Contingencies (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||||||||
Minimum rentals under long-term operating leases are as follows (in thousands): | |||||||||||
Real | Machinery and | ||||||||||
property | equipment | Total | |||||||||
2014 | $ | 6,263 | $ | 1,196 | $ | 7,459 | |||||
2015 | 5,477 | 582 | 6,059 | ||||||||
2016 | 5,250 | 163 | 5,413 | ||||||||
2017 | 4,795 | 77 | 4,872 | ||||||||
2018 | 3,102 | — | 3,102 | ||||||||
Thereafter | 15,387 | — | 15,387 | ||||||||
Total | $ | 40,274 | $ | 2,018 | $ | 42,292 | |||||
Quarterly_Information_unaudite1
Quarterly Information (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | ' | ||||||||||||||||
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 | |||||||||||||||
2013 | March 31 | June 30 | September 30 | December 31 | December 31 | ||||||||||||
Revenue | $ | 101,373 | $ | 104,899 | $ | 113,197 | $ | 117,220 | $ | 436,689 | |||||||
Gross profit | 16,181 | 18,395 | 20,061 | 21,628 | 76,265 | ||||||||||||
Net income | 4,925 | 5,247 | 6,143 | 7,441 | 23,756 | ||||||||||||
Earnings per share: | |||||||||||||||||
Basic | $ | 0.26 | $ | 0.27 | $ | 0.32 | $ | 0.39 | $ | 1.24 | |||||||
Diluted | $ | 0.26 | $ | 0.27 | $ | 0.32 | $ | 0.38 | $ | 1.23 | |||||||
2012 | |||||||||||||||||
Revenue | $ | 93,605 | $ | 102,311 | $ | 99,671 | $ | 105,985 | $ | 401,572 | |||||||
Gross profit | 15,612 | 19,005 | 17,929 | 19,425 | 71,971 | ||||||||||||
Net income | 4,384 | 5,984 | 6,183 | 6,137 | 22,688 | ||||||||||||
Earnings per share: | |||||||||||||||||
Basic | $ | 0.23 | $ | 0.32 | $ | 0.33 | $ | 0.32 | $ | 1.2 | |||||||
Diluted | $ | 0.23 | $ | 0.31 | $ | 0.32 | $ | 0.32 | $ | 1.18 | |||||||
Description_of_Business_and_Si3
Description of Business and Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Beginning balance | $1,756 | $1,015 | $701 |
Additions | 121 | 782 | 601 |
Deductions | -472 | -41 | -287 |
Ending balance | $1,405 | $1,756 | $1,015 |
Description_of_Business_and_Si4
Description of Business and Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2013 | |
Leasehold Improvements [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Property, Plant and Equipment, Estimated Useful Lives | 'Shorter of asset life or term of lease |
Building Improvements [Member] | Maximum [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '40 years |
Building Improvements [Member] | Minimum [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Machinery, Equipment, and Furniture and Fixtures [Member] | Maximum [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '10 years |
Machinery, Equipment, and Furniture and Fixtures [Member] | Minimum [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '3 years |
Description_of_Business_and_Si5
Description of Business and Significant Accounting Policies (Details 2) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Non-dilutive instruments | 28 | 64 | 115 |
Dilutive common stock equivalents | 259 | 319 | 244 |
Description_of_Business_and_Si6
Description of Business and Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Concentration Risk [Line Items] | ' | ' | ' |
Negative Cash Book Balance | 5,261,000 | 0 | ' |
Equity Method Investment, Ownership Percentage | 5.00% | ' | ' |
Accounts Receivable, Net, Current | 94,662,000 | 83,597,000 | ' |
Capitalized setup costs | 1,178,000 | 0 | ' |
Single Automotive Customer [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Maximum Concentration Risk Percentage | 10.00% | ' | ' |
Accounts Receivable, Net, Current | 7,106,000 | 8,986,000 | ' |
Single Automotive Customer [Member] | Accounts Receivable [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Concentration Risk, Percentage | 8.00% | 11.00% | ' |
United States Government [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Segment Concentration Risk Percentage | 10.00% | 12.00% | 14.00% |
Automotive Industry [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Segment Concentration Risk Percentage | 16.00% | 17.00% | 17.00% |
Financial And Insurance industry [Member] | Sales Revenue, Net [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Concentration Risk, Percentage | 11.00% | ' | ' |
Acquisitions_Details
Acquisitions (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 29, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 |
Prospero [Member] | Lorien [Member] | Information Horizons [Member] | Asentus [Member] | Asentus [Member] | Rovsing Dynamics [Member] | Blessing White [Member] | Communication Consulting [Member] | Ultra Training [Member] | Rwd Technologies, Llc [Member] | Beneast Training [Member] | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition date | ' | ' | ' | 31-May-13 | 12-Jun-13 | 1-May-12 | ' | 29-Jun-12 | 17-Sep-12 | 1-Oct-12 | 1-Feb-11 | 1-Apr-11 | 15-Apr-11 | 1-Aug-11 |
Cash purchase price | ' | ' | ' | $7,028,000 | $6,734,000 | $531,000 | $1,100,000 | $1,417,000 | $720,000 | $10,529,000 | $1,505,000 | $3,420,000 | $25,760,000 | $6,771,000 |
Fair value of contingent consideration | ' | ' | ' | 3,670,000 | 573,000 | 0 | ' | 765,000 | 0 | 0 | 112,000 | 0 | 0 | 0 |
Total purchase price | ' | ' | ' | 10,698,000 | 7,307,000 | 531,000 | ' | 2,182,000 | 720,000 | 10,529,000 | 1,617,000 | 3,420,000 | 25,760,000 | 6,771,000 |
Purchase price allocation: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | 0 | 23,000 | 0 | ' | 396,000 | 20,000 | 830,000 | 0 | 347,000 | 81,000 | 2,236,000 |
Accounts receivable | ' | ' | ' | 0 | 1,856,000 | 0 | ' | 1,970,000 | 0 | 2,796,000 | 0 | 340,000 | 13,667,000 | 375,000 |
Other assets | ' | ' | ' | 7,000 | 1,553,000 | 0 | ' | 411,000 | 898,000 | 527,000 | 0 | 188,000 | 2,261,000 | 104,000 |
Property, plant and equipment | ' | ' | ' | 51,000 | 116,000 | 26,000 | ' | 46,000 | 5,000 | 76,000 | 16,000 | 42,000 | 573,000 | 192,000 |
Intangible assets | ' | ' | ' | 2,801,000 | 1,715,000 | 505,000 | ' | 443,000 | 775,000 | 3,280,000 | 390,000 | 1,412,000 | 3,726,000 | 2,706,000 |
Goodwill | 116,987,000 | 102,821,000 | 93,338,000 | 8,112,000 | 5,494,000 | 0 | ' | 1,957,000 | 458,000 | 6,070,000 | 1,211,000 | 2,336,000 | 13,059,000 | 3,790,000 |
Total assets | ' | ' | ' | 10,971,000 | 10,757,000 | 531,000 | ' | 5,223,000 | 2,156,000 | 13,579,000 | 1,617,000 | 4,665,000 | 33,367,000 | 9,403,000 |
Accounts payable and accrued expenses | ' | ' | ' | 40,000 | 1,975,000 | 0 | ' | 2,708,000 | 428,000 | 1,456,000 | 0 | 878,000 | 6,299,000 | 1,956,000 |
Billings in excess of costs and estimated earnings on uncompleted contracts | ' | ' | ' | 233,000 | 1,132,000 | 0 | ' | 247,000 | 1,008,000 | 282,000 | 0 | 0 | 1,308,000 | 0 |
Deferred tax liability | ' | ' | ' | 0 | 343,000 | 0 | ' | 86,000 | 0 | 1,312,000 | 0 | 367,000 | 0 | 676,000 |
Total liabilities | ' | ' | ' | 273,000 | 3,450,000 | 0 | ' | 3,041,000 | 1,436,000 | 3,050,000 | 0 | 1,245,000 | 7,607,000 | 2,632,000 |
Net assets acquired | ' | ' | ' | $10,698,000 | $7,307,000 | $531,000 | ' | $2,182,000 | $720,000 | $10,529,000 | $1,617,000 | $3,420,000 | $25,760,000 | $6,771,000 |
Acquisitions_Details_1
Acquisitions (Details 1) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Business Acquisition [Line Items] | ' |
Maximum contingent consideration due in 2014 | $6,391 |
Maximum contingent consideration due in 2015 | 1,870 |
Maximum contingent consideration due in Total | 8,261 |
Bath Consulting [Member] | ' |
Business Acquisition [Line Items] | ' |
Original range of potential undiscounted payments minimum | 0 |
Original range of potential undiscounted payments maximum | 2,376 |
Maximum contingent consideration due in 2014 | 997 |
Maximum contingent consideration due in 2015 | 0 |
Maximum contingent consideration due in Total | 997 |
Asentus [Member] | ' |
Business Acquisition [Line Items] | ' |
Original range of potential undiscounted payments minimum | 0 |
Original range of potential undiscounted payments maximum | 3,700 |
Maximum contingent consideration due in 2014 | 1,600 |
Maximum contingent consideration due in 2015 | 0 |
Maximum contingent consideration due in Total | 1,600 |
Prospero [Member] | ' |
Business Acquisition [Line Items] | ' |
Original range of potential undiscounted payments minimum | 0 |
Original range of potential undiscounted payments maximum | 4,675 |
Maximum contingent consideration due in 2014 | 2,805 |
Maximum contingent consideration due in 2015 | 1,870 |
Maximum contingent consideration due in Total | 4,675 |
Lorien [Member] | ' |
Business Acquisition [Line Items] | ' |
Original range of potential undiscounted payments minimum | 0 |
Original range of potential undiscounted payments maximum | 989 |
Maximum contingent consideration due in 2014 | 989 |
Maximum contingent consideration due in 2015 | 0 |
Maximum contingent consideration due in Total | $989 |
Acquisitions_Details_2
Acquisitions (Details 2) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Business Acquisition [Line Items] | ' |
Liability as of December 31, 2012 | $3,084 |
2013 Additions (Payments) | 2,509 |
Change in Fair Value of Contingent Consideration | -1,676 |
Foreign Currency Translation | -120 |
Liability as of December 31, 2013 | 3,797 |
Milsom [Member] | ' |
Business Acquisition [Line Items] | ' |
Liability as of December 31, 2012 | 302 |
2013 Additions (Payments) | -299 |
Change in Fair Value of Contingent Consideration | 0 |
Foreign Currency Translation | -3 |
Liability as of December 31, 2013 | 0 |
Marton House [Member] | ' |
Business Acquisition [Line Items] | ' |
Liability as of December 31, 2012 | 774 |
2013 Additions (Payments) | -759 |
Change in Fair Value of Contingent Consideration | 32 |
Foreign Currency Translation | -47 |
Liability as of December 31, 2013 | 0 |
Bath Consulting [Member] | ' |
Business Acquisition [Line Items] | ' |
Liability as of December 31, 2012 | 1,464 |
2013 Additions (Payments) | -676 |
Change in Fair Value of Contingent Consideration | 228 |
Foreign Currency Translation | -19 |
Liability as of December 31, 2013 | 997 |
Asentus [Member] | ' |
Business Acquisition [Line Items] | ' |
Liability as of December 31, 2012 | 544 |
2013 Additions (Payments) | 0 |
Change in Fair Value of Contingent Consideration | -533 |
Foreign Currency Translation | -11 |
Liability as of December 31, 2013 | 0 |
Prospero [Member] | ' |
Business Acquisition [Line Items] | ' |
Liability as of December 31, 2012 | 0 |
2013 Additions (Payments) | 3,670 |
Change in Fair Value of Contingent Consideration | -1,727 |
Foreign Currency Translation | -102 |
Liability as of December 31, 2013 | 1,841 |
Lorien [Member] | ' |
Business Acquisition [Line Items] | ' |
Liability as of December 31, 2012 | 0 |
2013 Additions (Payments) | 573 |
Change in Fair Value of Contingent Consideration | 324 |
Foreign Currency Translation | 62 |
Liability as of December 31, 2013 | $959 |
Acquisitions_Details_Textual
Acquisitions (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||||||||||
Apr. 15, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | 1-May-12 | Jun. 29, 2012 | Dec. 31, 2012 | Jun. 29, 2012 | Dec. 31, 2012 | Sep. 17, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Oct. 02, 2012 | Apr. 15, 2011 | Aug. 01, 2011 | Aug. 01, 2011 | 31-May-13 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 12, 2013 | Dec. 31, 2011 | Feb. 01, 2011 | Feb. 01, 2011 | Jun. 29, 2012 | Oct. 02, 2012 | Apr. 02, 2011 | Feb. 01, 2011 | Apr. 15, 2011 | 31-May-13 | Jun. 12, 2013 | Apr. 15, 2011 | Oct. 02, 2012 | Jun. 29, 2012 | Oct. 02, 2012 | |
Information Horizons Limited [Member] | Asentus [Member] | Asentus [Member] | Asentus [Member] | Rovsing Dynamics [Member] | Rovsing Dynamics [Member] | Blessing White [Member] | Blessing White [Member] | Blessing White [Member] | Rwd Technologies [Member] | Beneast Training Ltd [Member] | Van Hee [Member] | Prospero [Member] | Prospero [Member] | Lorien [Member] | Lorien [Member] | Communication Consulting [Member] | Communication Consulting [Member] | Intellectual Property [Member] | Intellectual Property [Member] | Intellectual Property [Member] | Customer Related Intangiable Asset [Member] | Customer Related Intangiable Asset [Member] | Customer Related Intangiable Asset [Member] | Customer Related Intangiable Asset [Member] | Customer Related Intangiable Asset [Member] | Acquired Trade Name [Member] | Acquired Trade Name [Member] | Customer Relationships [Member] | Customer Relationships [Member] | ||||
Year One [Member] | Asentus [Member] | Blessing White [Member] | Rwd Technologies [Member] | Prospero [Member] | Lorien [Member] | Blessing White [Member] | Asentus [Member] | Blessing White [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition contingent consideration, other long term liability | ' | $1,392,000 | $544,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Purchase Price Allocation And Amortizable Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' | 775,000 | ' | ' | 3,280,000 | 3,726,000 | ' | ' | ' | ' | ' | ' | ' | 390,000 | 230,000 | ' | ' | 1,412,000 | 160,000 | 2,935,000 | ' | ' | 791,000 | ' | ' | ' |
Acquisitions | ' | ' | ' | 505,000 | ' | ' | ' | ' | ' | ' | ' | 90,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 118,000 | 1,238,000 | ' | ' | ' | 2,801,000 | 1,715,000 | ' | 191,000 | 325,000 | 1,761,000 |
Total purchase price | ' | ' | ' | ' | 1,417,000 | ' | ' | ' | ' | 10,762,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Purchase Price Of Acquired Entity Cash Paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,046,000 | ' | ' | 6,734,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Additional Contingent Consideration | ' | ' | ' | ' | ' | ' | 3,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | 4,675,000 | ' | ' | 989,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Purchase Consideration At Fair Value | ' | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Contingent Consideration Accounts Payable And Accrued Liability | ' | 2,405,000 | 2,540,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | 1,100,000 | 1,417,000 | ' | 720,000 | ' | ' | 10,529,000 | ' | ' | ' | ' | ' | 7,028,000 | 6,734,000 | ' | 1,505,000 | ' | ' | ' | ' | ' | ' | 27,980,000 | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '5 years 10 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Purchase Price Allocation On Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,706,000 | 770,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment To Proceeds From Sellers For Working Capital Adjustment Pursuant To Purchase Agreement | ' | ' | ' | ' | ' | $317,000 | ' | ' | ' | $233,000 | ' | ' | ' | ' | ' | $18,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($2,220,000) | ' | ' | ' | ' | ' | ' |
Goodwill_Other_Intangible_Asse2
Goodwill & Other Intangible Assets (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Goodwill | $118,238 | $108,755 |
Accumulated Impairment losses | -15,417 | -15,417 |
Total | 102,821 | 93,338 |
Acquisitions | 13,606 | 8,566 |
Purchase adjustments | -79 | ' |
Foreign currency translation | 643 | 925 |
Other | -4 | -8 |
Goodwill | 132,404 | 118,238 |
Accumulated impairment losses | -15,417 | -15,417 |
Total | 116,987 | 102,821 |
Learning Solutions [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Goodwill | 48,240 | 39,109 |
Accumulated Impairment losses | -2,079 | -2,079 |
Total | 46,161 | 37,030 |
Acquisitions | 13,606 | 8,226 |
Purchase adjustments | -196 | ' |
Foreign currency translation | 620 | 913 |
Other | -4 | -8 |
Goodwill | 62,266 | 48,240 |
Accumulated impairment losses | -2,079 | -2,079 |
Total | 60,187 | 46,161 |
Professional and Technical Services [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Goodwill | 45,520 | 45,520 |
Accumulated Impairment losses | -7,830 | -7,830 |
Total | 37,690 | 37,690 |
Acquisitions | 0 | 0 |
Purchase adjustments | 0 | ' |
Foreign currency translation | 0 | 0 |
Other | 0 | 0 |
Goodwill | 45,520 | 45,520 |
Accumulated impairment losses | -7,830 | -7,830 |
Total | 37,690 | 37,690 |
Sandy Training and Marketing [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Goodwill | 6,161 | 6,161 |
Accumulated Impairment losses | -5,508 | -5,508 |
Total | 653 | 653 |
Acquisitions | 0 | 0 |
Purchase adjustments | 0 | ' |
Foreign currency translation | 0 | 0 |
Other | 0 | 0 |
Goodwill | 6,161 | 6,161 |
Accumulated impairment losses | -5,508 | -5,508 |
Total | 653 | 653 |
Performance Readiness Group [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Goodwill | 9,795 | 9,795 |
Accumulated Impairment losses | 0 | 0 |
Total | 9,795 | 9,795 |
Acquisitions | 0 | 0 |
Purchase adjustments | 0 | ' |
Foreign currency translation | 0 | 0 |
Other | 0 | 0 |
Goodwill | 9,795 | 9,795 |
Accumulated impairment losses | 0 | 0 |
Total | 9,795 | 9,795 |
Energy Services [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Goodwill | 8,522 | 8,170 |
Accumulated Impairment losses | 0 | 0 |
Total | 8,522 | 8,170 |
Acquisitions | 0 | 340 |
Purchase adjustments | 117 | ' |
Foreign currency translation | 23 | 12 |
Other | 0 | 0 |
Goodwill | 8,662 | 8,522 |
Accumulated impairment losses | 0 | 0 |
Total | $8,662 | $8,522 |
Goodwill_Other_Intangible_Asse3
Goodwill & Other Intangible Assets (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $29,025 | $26,861 |
Accumulated Amortization | -13,896 | -10,989 |
Net Carrying Amount | 15,129 | 15,872 |
Customer relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 26,470 | 22,193 |
Accumulated Amortization | -13,070 | -9,064 |
Net Carrying Amount | 13,400 | 13,129 |
Tradenames [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 191 | 982 |
Accumulated Amortization | -119 | -700 |
Net Carrying Amount | 72 | 282 |
Intellectual Property and Other [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 2,364 | 3,686 |
Accumulated Amortization | -707 | -1,225 |
Net Carrying Amount | $1,657 | $2,461 |
Goodwill_Other_Intangible_Asse4
Goodwill & Other Intangible Assets (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
2014 | $5,404 | ' |
2015 | 3,995 | ' |
2016 | 2,984 | ' |
2017 | 1,882 | ' |
2018 | 832 | ' |
Thereafter | 32 | ' |
Total | $15,129 | $15,872 |
Goodwill_Other_Intangible_Asse5
Goodwill & Other Intangible Assets (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '3 years 6 months | ' | ' |
Amortization of Intangible Assets | $5,354,000 | $4,598,000 | $3,418,000 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Machinery, equipment and vehicles | $19,308 | $15,043 |
Furniture and fixtures | 3,295 | 2,274 |
Leasehold improvements | 1,553 | 1,058 |
Buildings | 404 | 396 |
Property, Plant and Equipment, Gross, Total | 24,560 | 18,771 |
Accumulated depreciation and amortization | -15,329 | -13,260 |
Property, Plant and Equipment, Net, Total | $9,231 | $5,511 |
Property_Plant_and_Equipment_D1
Property, Plant and Equipment (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation, Total | $2,982,000 | $2,636,000 | $2,146,000 |
ShortTerm_Borrowings_Details_T
Short-Term Borrowings (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Short-term Debt [Line Items] | ' |
Line of Credit Facility, Maximum Borrowing Capacity | $50,000,000 |
Line of Credit Facility, Expiration Date 1 | 31-Oct-15 |
Line of Credit Facility, Amount Outstanding | 407,000 |
Line of Credit Facility, Remaining Borrowing Capacity | 48,931,000 |
Line of Credit Facility Provision to Increase Borrowing Capacity | $75,000,000 |
Short-term Debt, Weighted Average Interest Rate | 1.50% |
Maximum [Member] | ' |
Short-term Debt [Line Items] | ' |
Line of Credit Facility, Interest Rate Description | 'LIBOR market index rate plus 2.25% |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Line Items] | ' | ' |
Trade accounts payable | $11,815 | $11,061 |
Accrued salaries, vacation and benefits | 15,731 | 16,463 |
Other accrued expenses | 20,127 | 17,393 |
Accrued contingent consideration | 2,405 | 2,540 |
Negative cash book balance | 5,261 | 0 |
Accounts Payable and Accrued Liabilities, Current, Total | $55,339 | $47,457 |
Employee_Benefit_Plan_Details_
Employee Benefit Plan (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Employee Benefit Plan [Line Items] | ' | ' | ' |
Defined Contribution Plan Employer Discretionary Contribution Shares | 84,333 | 107,728 | 93,472 |
Defined Contribution Plan Employer Discretionary Contribution Shares Value | $2,045,000 | $1,835,000 | $1,108,000 |
Defined Contribution Plan, Employer Discretionary Contribution Amount | 200,000 | 150,000 | 334,000 |
Defined Contribution Plan, Cost Recognized | $2,245,000 | $1,985,000 | $1,442,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income before income taxes: | ' | ' | ' |
Domestic | $31,738 | $27,827 | $21,976 |
Foreign | 6,750 | 7,975 | 6,415 |
Total income before income taxes | 38,488 | 35,802 | 28,391 |
Current: | ' | ' | ' |
Federal | 10,348 | 7,846 | 6,869 |
State and local | 2,130 | 1,653 | 1,750 |
Foreign | 2,539 | 2,899 | 1,765 |
Total current | 15,017 | 12,398 | 10,384 |
Deferred: | ' | ' | ' |
Federal | 226 | 856 | 310 |
State and local | 159 | 236 | 48 |
Foreign | -670 | -376 | -211 |
Total deferred | -285 | 716 | 147 |
Total income tax expense | $14,732 | $13,114 | $10,531 |
Income_Taxes_Details_1
Income Taxes (Details 1) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax [Line Items] | ' | ' | ' |
Federal income tax rate | 35.00% | 35.00% | 35.00% |
State and local taxes net of federal benefit | 3.90% | 3.40% | 4.10% |
Foreign taxes | -1.40% | -0.10% | -1.20% |
Permanent differences | 1.50% | 1.90% | 2.10% |
Valuation allowance adjustments | 0.00% | 0.00% | 0.10% |
Reduction of uncertain tax position liabilities | 0.00% | -4.50% | -3.10% |
Other | -0.70% | 0.90% | 0.10% |
Effective tax rate | 38.30% | 36.60% | 37.10% |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax [Line Items] | ' | ' |
Unrecognized tax benefits at beginning of the year | $1,418 | $2,218 |
Additions related to current year tax positions | 0 | 0 |
Additions related to prior year tax positions | 0 | 0 |
Settlements | 0 | 0 |
Reductions due to lapse of statute of limitations | -1,418 | -800 |
Unrecognized tax benefits at end of the year | $0 | $1,418 |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ' | ' |
Allowance for doubtful accounts | $508 | $492 |
Accrued liabilities | 1,787 | 1,131 |
Stock-based compensation expense | 629 | 499 |
Net federal, state and foreign operating loss carryforwards | 922 | 288 |
Deferred tax assets | 3,846 | 2,410 |
Deferred tax liabilities: | ' | ' |
Intangible assets, property and equipment, principally due to difference in depreciation and amortization | 7,677 | 6,990 |
Net deferred tax liabilities | -3,831 | -4,580 |
Less valuation allowance | -584 | -263 |
Net deferred tax liabilities, net of valuation allowance | ($4,415) | ($4,843) |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax [Line Items] | ' | ' | ' | ' |
Effective Income Tax Rate, Continuing Operations | ' | 38.30% | 36.60% | 37.10% |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $1,602,000 | $0 | $1,602,000 | $891,000 |
Liability For Uncertain Tax Positions Current Reduction | 1,418,000 | ' | ' | 800,000 |
Accrued Interest And Penalties Reduction | 184,000 | ' | ' | 91,000 |
Effective Income Tax Rate Excluding Impact Of Income Tax Benefits Percentage | ' | ' | 41.10% | 40.20% |
Unrecognized Tax Benefits, Interest on Income Taxes Expense | ' | 0 | -160,000 | -6,000 |
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | ' | 886,000 | ' | ' |
Real Estate Owned, Valuation Allowance, Amounts Applied | ' | 584,000 | ' | ' |
Undistributed Earnings of Foreign Subsidiaries | ' | $27,890,000 | ' | ' |
Us Federal Income Tax [Member] | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' |
Effective Income Tax Rate, Continuing Operations | ' | 35.00% | ' | ' |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Stock Based Compensation [Line Items] | ' | ' | ' |
Total stock-based compensation expense | $1,628 | $1,791 | $1,992 |
Cost of revenue [Member] | ' | ' | ' |
Stock Based Compensation [Line Items] | ' | ' | ' |
Total stock-based compensation expense | 1,163 | 1,294 | 1,462 |
Selling, General and Administrative Expenses [Member] | ' | ' | ' |
Stock Based Compensation [Line Items] | ' | ' | ' |
Total stock-based compensation expense | $465 | $497 | $530 |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 1) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Non Qualified Stock Option [Member] | |||
Stock Based Compensation [Line Items] | ' | ' | ' |
Outstanding at December 31, 2012, Number of options | ' | ' | 624,700 |
Granted, Number of options | 54,500 | 157,500 | 0 |
Exercised, Number of options | ' | ' | -49,600 |
Forfeited, Number of options | ' | ' | -4,300 |
Expired, Number of options | ' | ' | -1,500 |
Outstanding at December 31, 2013, Number of options | ' | ' | 569,300 |
Stock options expected to vest, Number of options | ' | ' | 550,600 |
Exercisable at December 31, 2013, Number of options | ' | ' | 268,200 |
Outstanding at December 31, 2012, Weighted average exercise price | ' | ' | $9.54 |
Granted, Weighted average exercise price | ' | ' | $0 |
Exercised, Weighted average exercise price | ' | ' | $10.46 |
Forfeited, Weighted average exercise price | ' | ' | $14.61 |
Expired, Weighted average exercise price | ' | ' | $13.17 |
Outstanding at December 31, 2013, Weighted average exercise price | ' | ' | $9.41 |
Stock options expected to vest, Weighted average exercise price | ' | ' | $9.39 |
Exercisable at December 31, 2013, Weighted average exercise price | $17.57 | $13.18 | $8.57 |
Outstanding at December 31, 2013, Weighted average remaining contractual term | ' | ' | '2 years 5 months 12 days |
Stock options expected to vest, Weighted average remaining contractual term | ' | ' | '2 years 5 months 8 days |
Exercisable at December 31, 2013, Weighted average remaining contractual term | ' | ' | '2 years 3 months 7 days |
Outstanding at December 31, 2013, Aggregate intrinsic value | ' | ' | $11,603,000 |
Stock options expected to vest, Aggregate intrinsic value | ' | ' | 11,230,000 |
Exercisable at December 31, 2013, Aggregate intrinsic value | ' | ' | $5,691,000 |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Stock Based Compensation [Line Items] | ' | ' |
Number of options granted | 54,500 | 157,500 |
Exercise price | $17.57 | $13.18 |
Vesting term | '4 years 6 months | '5 years |
Contractual term | '5 years 6 months | '6 years |
Grant-date fair value | $6.80 | $4.63 |
Black-Scholes assumptions: | ' | ' |
Expected term | '4 years 2 months 12 days | '4 years 6 months |
Expected stock price volatility | 48.30% | 39.30% |
Risk-free interest rate | 0.61% | 1.82% |
Expected dividend yield | 0.00% | 0.00% |
StockBased_Compensation_Detail3
Stock-Based Compensation (Details 3) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Stock Based Compensation [Line Items] | ' |
Outstanding and unvested, beginning of period | 210,992 |
Granted | 81,575 |
Vested | -47,036 |
Forfeited | -1,500 |
Outstanding and unvested, end of period | 244,031 |
Restricted stock units expected to vest | 231,217 |
Outstanding and unvested, beginning of period, Weighted average grant date fair value | $18.40 |
Granted, Weighted average grant date fair value | $29.17 |
Vested, Weighted average grant date fair value | $17.49 |
Forfeited, Weighted average grant date fair value | $19.38 |
Outstanding and unvested, end of period, Weighted average grant date fair value | $22.17 |
Restricted stock units expected to vest, Weighted average grant date fair value | $22.03 |
StockBased_Compensation_Detail4
Stock-Based Compensation (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock Based Compensation [Line Items] | ' | ' | ' |
Number Of Stock Options Settled For Fully Vested Shares | 44,800 | 782,980 | ' |
Number Of Shares Issued In Settlement Of Stock Option | 17,048 | 214,624 | ' |
Deferred Income Tax Expense (Benefit) | ($285,000) | $716,000 | $147,000 |
Unrecognized Compensation Cost | 806,000 | ' | ' |
Proceeds from Stock Options Exercised | 63,000 | 284,000 | 355,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 703,000 | 6,544,000 | 123,000 |
Shares Representing Outstanding Award | 524,456 | ' | ' |
Income Tax Expense (Benefit) | 14,732,000 | 13,114,000 | 10,531,000 |
Stock Option [Member] | ' | ' | ' |
Stock Based Compensation [Line Items] | ' | ' | ' |
Deferred Income Tax Expense (Benefit) | 517,000 | 571,000 | 645,000 |
Two Thousand and Eleven Plan [Member] | ' | ' | ' |
Stock Based Compensation [Line Items] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,355,764 | ' | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Outstanding, Number | 288,875 | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | 1,060,505 | ' | ' |
Equity Option [Member] | ' | ' | ' |
Stock Based Compensation [Line Items] | ' | ' | ' |
Income Tax Expense (Benefit) | 359,000 | 2,034,000 | 131,000 |
Restricted Stock Units (Rsus) [Member] | ' | ' | ' |
Stock Based Compensation [Line Items] | ' | ' | ' |
Unrecognized Compensation Cost | 4,691,000 | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '4 years 1 month 6 days | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $1,164,000 | $1,667,000 | $1,024,000 |
Common_Stock_Details_Textual
Common Stock (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | |
Common Stock [Line Items] | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Outstanding | ' | 19,132,972 | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | ' | $0.01 | $0.01 | ' | ' | $0.01 |
Share Price | ' | ' | ' | $12.30 | ' | ' |
Beneficial Ownership Maximum Percentage | ' | ' | ' | ' | ' | 23.00% |
Common Stock Privately Purchased | 350,000 | ' | ' | ' | ' | ' |
Common Stock Purchase Price | ' | ' | ' | $4,305,000 | ' | ' |
Purchase Price Percentage | ' | ' | ' | ' | 1.00% | ' |
Liquidated Damages Amount | ' | ' | ' | ' | 2,400,000 | ' |
Shareholders Indemnification Amount | ' | ' | ' | ' | 25,000 | ' |
Stock Repurchased During Period, Shares | ' | 67,000 | 180,000 | 125,000 | ' | ' |
Stock Repurchased During Period, Value | ' | 1,747,000 | 3,433,000 | 1,414,000 | ' | ' |
Stock Repurchase Available Amount | ' | 4,311,000 | ' | ' | ' | ' |
Shares Sold In Private Placement | ' | ' | ' | ' | ' | 2,857,143 |
Securities Purchasement Agreement Purchase Price | ' | ' | ' | ' | ' | $20,000,000 |
Equity Compensation Award [Member] | ' | ' | ' | ' | ' | ' |
Common Stock [Line Items] | ' | ' | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | 813,331 | ' | ' | ' | ' |
Two Thousand and Eleven Plan [Member] | ' | ' | ' | ' | ' | ' |
Common Stock [Line Items] | ' | ' | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | 1,060,505 | ' | ' | ' | ' |
Sagard [Member] | ' | ' | ' | ' | ' | ' |
Common Stock [Line Items] | ' | ' | ' | ' | ' | ' |
Share Price | ' | ' | ' | ' | ' | $7 |
Common Stock Purchased In Open Market | ' | ' | 173,353 | 101,478 | ' | ' |
Common Stock Privately Purchased | ' | ' | ' | 350,000 | ' | ' |
Common Stock Beneficial Ownership Number | ' | 3,512,274 | ' | ' | ' | ' |
Common Stock Beneficial Ownership Percentage | ' | 18.40% | ' | ' | ' | ' |
Business_Segments_Details
Business Segments (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $117,220 | $113,197 | $104,899 | $101,373 | $105,985 | $99,671 | $102,311 | $93,605 | $436,689 | $401,572 | $333,167 |
Gain on reversal of deferred rent liability | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 1,041 |
Gain (loss) on change in fair value of contingent consideration, net | ' | ' | ' | ' | ' | ' | ' | ' | 1,676 | -789 | 517 |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | 38,352 | 35,682 | 27,943 |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | -366 | -269 | -209 |
Other income | ' | ' | ' | ' | ' | ' | ' | ' | 502 | 389 | 657 |
Income before income tax expense | ' | ' | ' | ' | ' | ' | ' | ' | 38,488 | 35,802 | 28,391 |
Learning Solutions [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 189,899 | 158,118 | 126,177 |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | 15,210 | 15,927 | 8,938 |
Professional and Technical Services [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 72,577 | 82,447 | 83,551 |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | 5,810 | 6,868 | 8,390 |
Sandy Training and Marketing [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 70,699 | 70,243 | 54,604 |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | 4,672 | 4,897 | 3,018 |
Performance Readiness Solutions [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 53,882 | 55,794 | 40,079 |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | 2,688 | 2,548 | 601 |
Energy Services [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 49,632 | 34,970 | 28,756 |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | $8,296 | $6,231 | $5,438 |
Business_Segments_Details_1
Business Segments (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Identifiable assets: | ' | ' |
Total assets | $280,156 | $244,434 |
Learning Solutions [Member] | ' | ' |
Identifiable assets: | ' | ' |
Total assets | 139,744 | 108,111 |
Professional and Technical Services [Member] | ' | ' |
Identifiable assets: | ' | ' |
Total assets | 64,292 | 62,975 |
Sandy Training and Marketing [Member] | ' | ' |
Identifiable assets: | ' | ' |
Total assets | 21,812 | 24,250 |
Performance Readiness Solutions [Member] | ' | ' |
Identifiable assets: | ' | ' |
Total assets | 26,500 | 27,472 |
Energy Services [Member] | ' | ' |
Identifiable assets: | ' | ' |
Total assets | $27,808 | $21,626 |
Business_Segments_Details_2
Business Segments (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Additions to property, plant and equipment: | ' | ' | ' |
Property, Plant and Equipment, Additions | $6,714 | $2,536 | $3,975 |
Depreciation and amortization: | ' | ' | ' |
Depreciation and amortization | 8,617 | 7,971 | 6,187 |
Learning Solutions [Member] | ' | ' | ' |
Additions to property, plant and equipment: | ' | ' | ' |
Property, Plant and Equipment, Additions | 2,788 | 1,149 | 1,293 |
Depreciation and amortization: | ' | ' | ' |
Depreciation and amortization | 4,990 | 3,411 | 2,173 |
Professional and Technical Services [Member] | ' | ' | ' |
Additions to property, plant and equipment: | ' | ' | ' |
Property, Plant and Equipment, Additions | 233 | 84 | 296 |
Depreciation and amortization: | ' | ' | ' |
Depreciation and amortization | 715 | 668 | 734 |
Sandy Training and Marketing [Member] | ' | ' | ' |
Additions to property, plant and equipment: | ' | ' | ' |
Property, Plant and Equipment, Additions | 11 | 38 | 6 |
Depreciation and amortization: | ' | ' | ' |
Depreciation and amortization | 427 | 428 | 424 |
Performance Readiness Solutions [Member] | ' | ' | ' |
Additions to property, plant and equipment: | ' | ' | ' |
Property, Plant and Equipment, Additions | 553 | 61 | 161 |
Depreciation and amortization: | ' | ' | ' |
Depreciation and amortization | 778 | 1,102 | 871 |
Energy Services [Member] | ' | ' | ' |
Additions to property, plant and equipment: | ' | ' | ' |
Property, Plant and Equipment, Additions | 352 | 273 | 643 |
Depreciation and amortization: | ' | ' | ' |
Depreciation and amortization | 393 | 511 | 435 |
Corporate and Other [Member] | ' | ' | ' |
Additions to property, plant and equipment: | ' | ' | ' |
Property, Plant and Equipment, Additions | 2,777 | 931 | 1,576 |
Depreciation and amortization: | ' | ' | ' |
Depreciation and amortization | $1,314 | $1,851 | $1,550 |
Business_Segments_Details_3
Business Segments (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $117,220 | $113,197 | $104,899 | $101,373 | $105,985 | $99,671 | $102,311 | $93,605 | $436,689 | $401,572 | $333,167 |
United States [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 347,251 | 323,867 | 274,010 |
United Kingdom [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 65,578 | 61,102 | 48,151 |
Other Segments [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | $23,860 | $16,603 | $11,006 |
Business_Segments_Details_4
Business Segments (Details 4) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ' | ' |
Total assets | $280,156 | $244,434 |
United States [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total assets | 194,285 | 188,596 |
United Kingdom [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total assets | 56,481 | 40,163 |
Other Segments [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total assets | $29,390 | $15,675 |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) | 1 Months Ended | 12 Months Ended |
Jan. 31, 2012 | Dec. 31, 2011 | |
Sagard [Member] | ||
Related Party Transaction [Line Items] | ' | ' |
Common Stock Privately Purchased | 350,000 | 350,000 |
Commitments_Guarantees_and_Con2
Commitments, Guarantees, and Contingencies (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies [Line Items] | ' |
2014 | $7,459 |
2015 | 6,059 |
2016 | 5,413 |
2017 | 4,872 |
2018 | 3,102 |
Thereafter | 15,387 |
Total | 42,292 |
Real Property [Member] | ' |
Commitments And Contingencies [Line Items] | ' |
2014 | 6,263 |
2015 | 5,477 |
2016 | 5,250 |
2017 | 4,795 |
2018 | 3,102 |
Thereafter | 15,387 |
Total | 40,274 |
Machinery and Equipment [Member] | ' |
Commitments And Contingencies [Line Items] | ' |
2014 | 1,196 |
2015 | 582 |
2016 | 163 |
2017 | 77 |
2018 | 0 |
Thereafter | 0 |
Total | $2,018 |
Commitments_Guarantees_and_Con3
Commitments, Guarantees, and Contingencies (Details Textual) (USD $) | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 28, 2013 | Feb. 28, 2013 | |
Office Building [Member] | Columbia [Member] | ||||
acre | Office Building [Member] | ||||
acre | |||||
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense | $8,480,000 | $6,914,000 | $6,615,000 | ' | ' |
Letters of Credit Outstanding, Amount | 662,000 | ' | ' | ' | ' |
Deferred Rent Credit | ' | ' | 1,041,000 | ' | ' |
Area of Land | ' | ' | ' | 170,000 | 63,985 |
Other Commitment, Due in Next Twelve Months | $3,582,000 | ' | ' | ' | ' |
Quarterly_Information_unaudite2
Quarterly Information (unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quarterly Financial Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $117,220 | $113,197 | $104,899 | $101,373 | $105,985 | $99,671 | $102,311 | $93,605 | $436,689 | $401,572 | $333,167 |
Gross profit | 21,628 | 20,061 | 18,395 | 16,181 | 19,425 | 17,929 | 19,005 | 15,612 | 76,265 | 71,971 | 56,634 |
Net income | $7,441 | $6,143 | $5,247 | $4,925 | $6,137 | $6,183 | $5,984 | $4,384 | $23,756 | $22,688 | $17,860 |
Earnings per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in dollars per share) | $0.39 | $0.32 | $0.27 | $0.26 | $0.32 | $0.33 | $0.32 | $0.23 | $1.24 | $1.20 | $0.95 |
Diluted (in dollars per share) | $0.38 | $0.32 | $0.27 | $0.26 | $0.32 | $0.32 | $0.31 | $0.23 | $1.23 | $1.18 | $0.94 |