Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 16, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | GPX | ||
Entity Common Stock, Shares Outstanding | 16,592,007 | ||
Entity Registrant Name | GP STRATEGIES CORP | ||
Entity Central Index Key | 70,415 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 328,089 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 23,612 | $ 16,346 |
Accounts and other receivables, less allowance for doubtful accounts of $2,492 in 2017 and $1,091 in 2016 | 119,335 | 105,549 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 42,958 | 39,318 |
Prepaid expenses and other current assets | 14,212 | 11,481 |
Total current assets | 200,117 | 172,694 |
Property, plant and equipment, net | 5,123 | 4,547 |
Goodwill | 144,835 | 127,772 |
Intangible assets, net | 8,363 | 5,825 |
Deferred tax assets | 1,135 | 1,058 |
Other assets, net | 5,434 | 3,705 |
Total assets | 365,007 | 315,601 |
Current liabilities: | ||
Short-term borrowings | 37,696 | 17,694 |
Current portion of long-term debt | 12,000 | 12,000 |
Accounts payable and accrued expenses | 78,280 | 64,596 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 22,356 | 18,545 |
Total current liabilities | 150,332 | 112,835 |
Long-term debt | 16,000 | 28,000 |
Deferred tax liabilities | 3,186 | 3,124 |
Other noncurrent liabilities | 7,435 | 4,146 |
Total liabilities | 176,953 | 148,105 |
Stockholders’ equity: | ||
Preferred stock, par value $0.01 per share; Authorized 10,000,000 shares; no shares issued | 0 | 0 |
Common stock, par value $0.01 per share; Authorized 35,000,000 shares; issued 17,222,781 shares in 2017 and 2016 | 172 | 172 |
Additional paid-in capital | 107,256 | 106,569 |
Retained earnings | 106,599 | 93,845 |
Treasury stock, at cost (474,855 shares in 2017 and 482,194 shares in 2016) | (11,118) | (11,628) |
Accumulated other comprehensive loss | (14,855) | (21,462) |
Total stockholders’ equity | 188,054 | 167,496 |
Total Liabilities and Stockholders' Equity | $ 365,007 | $ 315,601 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts and other receivables, allowance for doubtful accounts (in dollars) | $ 2,492 | $ 1,091 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 17,222,781 | 17,222,781 |
Treasury stock, shares | 474,855 | 482,194 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenue | $ 509,208 | $ 490,559 | $ 490,280 |
Cost of revenue | 427,181 | 410,402 | 408,288 |
Gross profit | 82,027 | 80,157 | 81,992 |
Selling, general and administrative expenses | 57,419 | 48,597 | 47,748 |
Restructuring charges | 3,317 | 0 | 1,551 |
Gain (loss) on change in fair value of contingent consideration, net | 1,620 | (136) | (371) |
Operating income | 22,911 | 31,424 | 32,322 |
Interest expense | 3,132 | 1,568 | 1,381 |
Other (expense) income (including interest income of $43 in 2017, $94 in 2016 and $149 in 2015) | (90) | 178 | (1,318) |
Income before income taxes | 19,689 | 30,034 | 29,623 |
Income tax expense | 6,798 | 9,787 | 10,834 |
Net income | $ 12,891 | $ 20,247 | $ 18,789 |
Basic weighted average shares outstanding (in shares) | 16,748 | 16,696 | 17,110 |
Diluted weighted average shares outstanding (in shares) | 16,873 | 16,791 | 17,264 |
Per common share data: | |||
Basic earnings per share (in dollars per share) | $ 0.77 | $ 1.21 | $ 1.10 |
Diluted earnings per share (in dollars per share) | $ 0.76 | $ 1.21 | $ 1.09 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Investment income, interest | $ 43 | $ 94 | $ 149 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 12,891 | $ 20,247 | $ 18,789 |
Foreign currency translation adjustments | 6,686 | (8,661) | (5,404) |
Change in fair value of interest rate cap, net of tax | (142) | 0 | 0 |
Change in fair value of interest rate swap, net of tax | 63 | 0 | 0 |
Comprehensive income | $ 19,498 | $ 11,586 | $ 13,385 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Interest Rate Cap [Member] | Interest Rate Swap [Member] | Common Stock (0.01 Par) [Member] | Common Stock (0.01 Par) [Member]Interest Rate Cap [Member] | Common Stock (0.01 Par) [Member]Interest Rate Swap [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Interest Rate Cap [Member] | Additional Paid-in Capital [Member]Interest Rate Swap [Member] | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit)Interest Rate Cap [Member] | Retained Earnings (Accumulated Deficit)Interest Rate Swap [Member] | Treasury Stock at Cost [Member] | Treasury Stock at Cost [Member]Interest Rate Cap [Member] | Treasury Stock at Cost [Member]Interest Rate Swap [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Other Comprehensive Loss [Member]Interest Rate Cap [Member] | Accumulated Other Comprehensive Loss [Member]Interest Rate Swap [Member] |
Balance at Dec. 31, 2014 | $ 151,725 | $ 171 | $ 104,523 | $ 54,809 | $ (381) | $ (7,397) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income | 18,789 | 0 | 0 | 18,789 | 0 | 0 | ||||||||||||
Foreign currency translation adjustments | (5,404) | 0 | 0 | 0 | 0 | (5,404) | ||||||||||||
Repurchases of common stock in the open market | (12,347) | 0 | 0 | 0 | (12,347) | 0 | ||||||||||||
Stock-based compensation expense | 3,050 | 0 | 3,050 | 0 | 0 | 0 | ||||||||||||
Income tax benefit from stock-based compensation | 835 | 0 | 835 | 0 | 0 | 0 | ||||||||||||
Shares withheld in exchange for tax withholding payments on stock-based compensation | (1,451) | 0 | (1,451) | 0 | 0 | 0 | ||||||||||||
Issuance of stock for employer contributions to retirement plan | 2,711 | 1 | 681 | 0 | 2,029 | 0 | ||||||||||||
Net issuances of stock pursuant to stock compensation plans and other | 436 | 0 | (1,766) | 0 | 2,202 | 0 | ||||||||||||
Balance at Dec. 31, 2015 | 158,344 | 172 | 105,872 | 73,598 | (8,497) | (12,801) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income | 20,247 | 0 | 0 | 20,247 | 0 | 0 | ||||||||||||
Foreign currency translation adjustments | (8,661) | 0 | 0 | 0 | 0 | (8,661) | ||||||||||||
Repurchases of common stock in the open market | (7,959) | 0 | 0 | 0 | (7,959) | 0 | ||||||||||||
Stock-based compensation expense | 3,229 | 0 | 3,229 | 0 | 0 | 0 | ||||||||||||
Income tax benefit from stock-based compensation | 137 | 0 | 137 | 0 | 0 | 0 | ||||||||||||
Shares withheld in exchange for tax withholding payments on stock-based compensation | (771) | 0 | (771) | 0 | 0 | 0 | ||||||||||||
Issuance of stock for employer contributions to retirement plan | 2,708 | 0 | (34) | 0 | 2,742 | 0 | ||||||||||||
Net issuances of stock pursuant to stock compensation plans and other | 222 | 0 | (1,864) | 0 | 2,086 | 0 | ||||||||||||
Balance at Dec. 31, 2016 | 167,496 | 172 | 106,569 | 93,845 | (11,628) | (21,462) | ||||||||||||
Adjusted balance at December 31, 2016 | 167,593 | 172 | 106,803 | 93,708 | (11,628) | (21,462) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income | 12,891 | 0 | 0 | 12,891 | 0 | 0 | ||||||||||||
Foreign currency translation adjustments | 6,686 | 0 | 0 | 0 | 0 | 6,686 | ||||||||||||
Change in fair value of derivative instrument, net of tax | $ (142) | $ 63 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (142) | $ 63 | ||||||
Repurchases of common stock in the open market | (4,302) | 0 | 0 | 0 | (4,302) | 0 | ||||||||||||
Stock-based compensation expense | 3,589 | 0 | 3,589 | 0 | 0 | 0 | ||||||||||||
Shares withheld in exchange for tax withholding payments on stock-based compensation | (1,168) | 0 | (1,168) | 0 | 0 | 0 | ||||||||||||
Issuance of stock for employer contributions to retirement plan | 2,725 | 0 | 40 | 0 | 2,685 | 0 | ||||||||||||
Net issuances of stock pursuant to stock compensation plans and other | 119 | 0 | (2,008) | 0 | 2,127 | 0 | ||||||||||||
Balance at Dec. 31, 2017 | $ 188,054 | $ 172 | $ 107,256 | $ 106,599 | $ (11,118) | $ (14,855) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Cash flows from operating activities: | |||
Net income | $ 12,891 | $ 20,247 | $ 18,789 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
(Gain) loss on change in fair value of contingent consideration, net | (1,620) | 136 | 371 |
Depreciation and amortization | 6,974 | 6,462 | 7,865 |
Non-cash compensation expense | 6,314 | 6,015 | 6,059 |
Deferred income taxes | (313) | (1,761) | (1,096) |
Changes in other operating items, net of acquired amounts: | |||
Accounts and other receivables | (10,977) | (17,965) | 6,497 |
Costs and estimated earnings in excess of billings on uncompleted contracts | (1,893) | 4,234 | (16,942) |
Prepaid expenses and other current assets | (2,297) | (2,490) | 5,111 |
Accounts payable and accrued expenses | 15,392 | 3,732 | 3,856 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 2,520 | 383 | (4,663) |
Income tax benefit from stock-based compensation | 0 | (137) | (835) |
Contingent consideration payments in excess of fair value on acquisition date | (408) | (539) | (325) |
Other | (323) | (240) | 867 |
Net cash provided by operating activities | 26,260 | 18,077 | 25,554 |
Cash flows from investing activities: | |||
Additions to property, plant and equipment | (2,734) | (1,402) | (2,357) |
Acquisitions, net of cash acquired | (11,111) | (6,801) | 0 |
Investment in joint venture | 0 | (1,600) | 0 |
Capitalized software development costs | (1,313) | (933) | 0 |
Other investing activities | (295) | 14 | 186 |
Net cash used in investing activities | (15,453) | (10,722) | (2,171) |
Cash flows from financing activities: | |||
Proceeds from (repayment of) short-term borrowings | 19,864 | (16,127) | 13,285 |
Proceeds from long-term debt | 0 | 40,000 | 0 |
Repayment of long-term debt | (12,000) | (24,444) | (13,333) |
Contingent consideration payments | (4,657) | (2,244) | (2,284) |
Change in negative cash book balance | (2,138) | 1,366 | (1,143) |
Repurchases of common stock | (3,773) | (8,747) | (11,559) |
Income tax benefit from stock-based compensation | 0 | 137 | 835 |
Tax withholding payments for employee stock-based compensation in exchange for shares surrendered | (1,168) | (771) | (1,451) |
Premium paid on interest rate cap | (474) | 0 | 0 |
Other financing activities | 120 | 48 | 138 |
Net cash used in financing activities | (4,226) | (10,782) | (15,512) |
Effect of exchange rate changes on cash | 685 | (1,257) | (1,382) |
Net change in cash | 7,266 | (4,684) | 6,489 |
Cash at beginning of year | 16,346 | 21,030 | 14,541 |
Cash at end of year | 23,612 | 16,346 | 21,030 |
Cash paid during the year for: | |||
Interest | 1,841 | 1,523 | 1,383 |
Income taxes | 6,256 | 10,604 | 8,273 |
Non-cash financing activities: | |||
Accrued share repurchases | 529 | 0 | 788 |
Accrued contingent consideration | $ 5,613 | $ 5,166 | $ 0 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of Business and Significant Accounting Policies | Description of Business and Significant Accounting Policies Business GP Strategies Corporation is a global performance improvement solutions provider of training, digital learning solutions, management consulting and engineering services. References in this report to “GP Strategies,” the “Company,” “we” and “our” are to GP Strategies Corporation and its subsidiaries, collectively. FASB Codification We follow generally accepted accounting principles (“GAAP”) set by the Financial Accounting Standards Board (“FASB”). References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, sometimes referred to as ASC. Basis of Consolidation The consolidated financial statements include the operations of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Significant Customers & Concentration of Credit Risk We have a market concentration of revenue in both the automotive sector and financial services & insurance sector. Revenue from the automotive industry accounted for approximately 22% , 22% and 19% of our consolidated revenue for the years ended December 31, 2017 , 2016 and 2015 , respectively. In addition, we have a concentration of revenue from a single automotive customer, which accounted for approximately 13% of our consolidated revenue for both of the years ended December 31, 2017 and 2016 . As of December 31, 2017 accounts receivable from a single automotive customer totaled $18.3 million , or 15% , of our consolidated accounts receivable balance. Revenue from the financial services and insurance industry accounted for approximately 20% , 21% and 21% of our consolidated revenue for the years ended December 31, 2017 , 2016 and 2015 , respectively. In addition, we have a concentration of revenue from a single financial services customer, which accounted for approximately 14% and 15% of our consolidated revenue for the years ended December 31, 2017 and 2016 , respectively. As of December 31, 2017 , billed and unbilled accounts receivable from a single financial services customer totaled $26.1 million , or 16% , of our consolidated accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts balances. No other single customer accounted for more than 10% of our consolidated revenue in 2017 or consolidated accounts receivable balance as of December 31, 2017 . Cash We maintain our cash balances in bank accounts at various financial institutions. 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 $2.9 million and $5.0 million as of December 31, 2017 and 2016 , 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, 2017 2016 2015 (In thousands) Beginning balance $ 1,091 $ 1,856 $ 1,947 Additions 1,720 368 17 Deductions (319 ) (1,133 ) (108 ) Ending balance $ 2,492 $ 1,091 $ 1,856 During the fourth quarter ended December 31, 2017, we recognized a $1.3 million bad debt reserve related to accounts receivable on a contract with a foreign oil and gas client which was terminated. During the third quarter of 2017, we also recognized a $ 2.6 million revenue and gross profit reduction related to this contract due to a performance dispute resulting in an increase in estimated costs to complete the project. Foreign Currency Translation The functional currencies of our international operations are the respective local currencies of the countries in which we operate. The translation of the foreign currency into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rates prevailing during the year. The unrealized gains and losses resulting from such translation are included as a component of comprehensive income. Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “Other income (expense)" on our Consolidated Statements of Operations. We had foreign currency transaction losses totaling $0.3 million , $0.2 million and $2.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Revenue Recognition We provide services under time-and-materials, cost-reimbursable, and fixed price (including fixed-fee per transaction) contracts to both government and commercial customers. Each contract has different terms based on the scope, deliverables and complexity of the engagement, requiring us to make judgments and estimates about recognizing revenue. Revenue is recognized as services are performed. Under time-and-materials contracts, as well as certain government cost-reimbursable and certain fixed price contracts, the contractual billing schedules are based on the specified level of resources we are obligated to provide. As a result, for these “level-of-effort” contracts, the contractual billing amount for the period is a measure of performance and, therefore, revenue is recognized in that amount. Revenue under government fixed price contracts is recognized using the percentage-of-completion method. Under the percentage-of-completion method, management estimates the percentage-of-completion based upon costs incurred as a percentage of the total estimated costs. For commercial fixed price contracts which typically involve a discrete project, such as development of training content and materials, design of training processes, software implementation, or engineering projects, the contractual billing schedules are not based on the specified level of resources we are obligated to provide. These discrete projects generally do not contain milestones or other reliable measures of performance. As a result, revenue on these arrangements is recognized using a percentage-of-completion method based on the relationship of costs incurred to total estimated costs expected to be incurred over the term of the contract. We believe this methodology is a reasonable measure of proportional performance since performance primarily involves personnel costs and services provided to the customer throughout the course of the projects through regular communications of progress toward completion and other project deliverables. In addition, the customer typically is required to pay us for the proportionate amount of work and cost incurred in the event of contract termination. When total direct cost estimates exceed revenues, the estimated losses are recognized immediately. The use of the percentage-of-completion method requires significant judgment relative to estimating total contract costs, including assumptions relative to the length of time to complete the project, the nature and complexity of the work to be performed, and anticipated changes in estimated salaries and other costs. Estimates of total contract costs are continuously monitored during the term of the contract, and recorded revenues and costs are subject to revision as the contract progresses. When revisions in estimated contract revenues and costs are determined, such adjustments are recorded in the period in which they are first identified. For certain commercial fixed-fee per transaction contracts, such as providing training courses, revenue is recognized during the period in which services are delivered in accordance with the pricing outlined in the contracts. For certain fixed-fee per transaction and fixed price contracts in which the output of the arrangement is measurable, such as for the shipping of publications and print materials, revenue is recognized when the deliverable is met and the product is delivered based on the output method of performance. The customer is required to pay for the cost incurred in the event of contract termination. Certain of our fixed price commercial contracts contain revenue arrangements with multiple deliverables. Revenue arrangements with multiple deliverables are evaluated to determine if the deliverables can be divided into more than one unit of accounting. For contracts determined to have more than one unit of accounting, we recognize revenue for each deliverable based on the revenue recognition policies discussed above. Within each multiple deliverable project, there is objective and reliable fair value across all units of the arrangement, as discounts are not offered or applied to one deliverable versus another, and the rates bid across all deliverables are consistent. As part of our on-going operations to provide services to our customers, incidental expenses, which are commonly referred to as “out-of-pocket” expenses, are billed to customers, either directly as a pass-through cost or indirectly as a cost estimated in proposing on fixed price contracts. Out-of-pocket expenses include expenses such as airfare, mileage, hotel stays, out-of-town meals and telecommunication charges. Our policy provides for these expenses to be recorded as both revenue and direct cost of services. In connection with the delivery of products, primarily for publications delivered by our Sandy Training & Marketing segment, we incur shipping and handling costs which are billed to customers directly as a pass-through cost. Our policy provides for these expenses to be recorded as both revenue and direct cost of revenue. Contract Related Assets and Liabilities Costs and estimated earnings in excess of billings on uncompleted contracts in the accompanying consolidated balance sheets represent unbilled amounts earned and reimbursable under contracts in progress. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of milestones or completion of the project. Generally, such unbilled amounts will be billed and collected over the next twelve months. Billings in excess of costs and estimated earnings on uncompleted contracts in the accompanying consolidated balance sheets represent advanced billings to clients on contracts in advance of work performed. Generally, such amounts will be earned and recognized in revenue over the next twelve months. Comprehensive Income Comprehensive income consists of net income, foreign currency translation adjustments, and the change in fair value of interest rate derivatives, net of tax. 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, tradenames, technology and intellectual property. Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. Except for goodwill, we do not have any intangible assets with indefinite useful lives. Goodwill represents the excess of costs over fair value of assets of businesses acquired. We review our goodwill for impairment annually as of October 1 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. ASC 350 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Under ASC 350, an entity is not required to perform step one of the goodwill impairment test for a reporting unit if it is more likely than not that its fair value is greater than its carrying amount. For our annual goodwill impairment test as of October 1, 2017 , we performed a quantitative step one goodwill impairment test and concluded that the fair values of each of our reporting units exceeded their respective carrying values. For our annual goodwill impairment test as of October 1, 2016 , we performed a qualitative assessment of all of our reporting units and determined that it was more likely than not that the fair values of each of our reporting units exceeded their respective carrying values. If it is determined as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a two-step impairment test is required. In the first step, we compare the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and we are not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then we must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit's goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit’s assets and liabilities in a manner similar to a purchase price allocation, with any residual fair value allocated to goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then we record an impairment loss equal to the difference. Under the two-step impairment test, we determine the fair value of our reporting units using both an income approach and a market approach, and weigh both approaches to determine the fair value of each reporting unit. Under the income approach, we perform a discounted cash flow analysis which incorporates management’s cash flow projections over a five-year period and a terminal value is calculated by applying a capitalization rate to terminal year projections based on an estimated long-term growth rate. The five-year projected cash flows and calculated terminal value are discounted using a weighted average cost of capital (“WACC”) which takes into account the costs of debt and equity. The cost of equity is based on the risk-free interest rate, equity risk premium, industry and size equity premiums and any additional market equity risk premiums as deemed appropriate for each reporting unit. To arrive at a fair value for each reporting unit, the terminal value is discounted by the WACC and added to the present value of the estimated cash flows over the discrete five-year period. There are a number of other variables which impact the projected cash flows, such as expected revenue growth and profitability levels, working capital requirements, capital expenditures and related depreciation and amortization. Under the market approach, we perform a comparable public company analysis and apply revenue and earnings multiples from the identified set of companies to the reporting unit’s actual and forecasted financial performance to determine the fair value of each reporting unit. We evaluate the reasonableness of the fair value calculations of our reporting units by reconciling the total of the fair values of all of our reporting units to our total market capitalization, and adjusting for an appropriate control premium. In addition, we make certain judgments in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. In addition, we make certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. The timing and frequency of our goodwill impairment tests are based on an ongoing assessment of events and circumstances that would indicate a possible impairment. We will continue to monitor our goodwill and intangible assets for impairment and conduct formal tests when impairment indicators are present. Contingent Consideration for Business Acquisitions Acquisitions may include contingent consideration payments based on future financial measures of an acquired company. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities using an appropriate valuation methodology, typically either an income-based approach or a simulation model, such as the Monte Carlo model, depending on the structure of the contingent consideration arrangement. 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 and changes in the timing and amount of revenue and/or earnings projections. Other Assets Other assets primarily include an investment in a joint venture, certain software development costs and derivative assets associated with our interest rate swap and cap agreements. We account for a 10% 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. We capitalize the cost of internal-use software in accordance with ASC Topic 350-40, Internal-Use Software . These costs consist of internal labor costs and 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 apply hedge accounting to our interest rate derivatives which are discussed in detail in Note 5. 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. Performance-based restricted stock unit awards are included in the computation of diluted shares based on the probable outcome of the underlying performance conditions being achieved. 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, 2017 2016 2015 (In thousands) Non-dilutive instruments 13 45 15 Dilutive common stock equivalents 125 95 154 Stock-Based Compensation Pursuant to our stock-based incentive plans which are described more fully in Note 10, we grant stock options, restricted stock units, performance-based stock units (PSU's) 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 recognize forfeitures as they occur with a reduction in compensation expense in the period of forfeiture. We do not capitalize any material portion of our stock-based compensation. We recognize compensation expense for PSU's on a straight-line basis over the performance period based on the probable outcome of achievement of the financial targets. At the end of each reporting period, we estimate the number of PSU's expected to vest, based on the probability and extent to which the performance goals will be met, and take into account these estimates when calculating the expense for the period. If the number of shares expected to be earned changes during the performance period, we will make a cumulative adjustment to compensation expense based on the revised number of shares expected to be earned. 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, accounts receivable, accounts payable and short-term borrowings approximate estimated market values because of short-term maturities and interest rates that approximate current rates. In addition, the fair value of our long-term debt approximated its carrying value as of December 31, 2017 as it bears interest at variable rates. Our fair value measurements related to goodwill, intangible assets and contingent consideration are recognized in connection with acquisitions and are valued using Level 3 inputs. Our interest rate derivatives are valued using Level 2 inputs. Leases We lease various office space, machinery and equipment under noncancelable operating leases which have minimum lease obligations. Many of the leases contain provisions for rent escalations based on increases in real estate taxes and operating costs incurred by the lessor. Rent expense is recognized in the statements 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. Recent Accounting Standards In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.2016-09, Compensation—Stock Compensation (Topic 718) ("ASU 2016-09"), which simplifies several areas of accounting for share-based compensation arrangements. Upon adoption, ASU 2016-09 requires that excess tax benefits or deficiencies for share-based payments be recorded as income tax expense or benefit and reflected within operating cash flows rather than being recorded within equity and reflected within financing cash flows. The standard also requires companies to make an accounting policy election on whether to account for forfeitures on share-based payments by 1) recognizing forfeitures as they occur; or 2) estimating the number of awards expected to be forfeited and periodically adjusting the estimate, as was previously required. The standard is effective for annual and interim reporting periods of public companies beginning after December 15, 2016, although early adoption was permitted. We adopted ASU 2016-09 on January 1, 2017 and elected to make an accounting policy change to recognize forfeitures as they occur. The impact of adoption on the condensed consolidated balance sheet was a cumulative-effect adjustment of $0.1 million , decreasing opening retained earnings. We recognized an income tax benefit of less than $0.1 million relating to excess tax benefits on stock-based compensation awards during the twelve months ended December 31, 2017 and could experience volatility in our effective income tax rate in the future as a result of this accounting change. We also elected to prospectively apply the change in presentation on the statement of cash flows and did not reclassify excess tax benefits on stock-based compensation from financing to operating cash flows for the prior period presented. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The ASU’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for public companies for annual an |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Below is a summary of the acquisitions we completed during 2017 and 2016 (we did not complete any acquisitions in 2015). 2017 Acquisitions The following table summarizes the purchase prices and purchase price allocations for the acquisitions completed during the year ended December 31, 2017. A description of the acquired businesses is summarized below the table. Acquired company YouTrain CLS Emantras McKinney Rogers Acquisition date 8/31/2017 8/31/2017 4/1/2017 2/1/2017 Cash purchase price $ 4,898 $ 436 $ 3,191 $ 3,259 Fair value of contingent consideration — 888 220 4,505 Working capital adjustment 180 — — — Total purchase price $ 5,078 $ 1,324 $ 3,411 $ 7,764 Purchase price allocation: Cash $ 673 $ — $ — $ — Accounts receivable and other assets 234 — — — Fixed assets 215 — 50 — Technology-related intangible assets — — — 2,704 Customer-related intangible assets 1,313 253 818 653 Marketing-related intangible assets (tradename) — — — 121 Goodwill 3,268 1,090 3,156 5,196 Total assets 5,703 1,343 4,024 8,674 Accounts payable and accrued expenses 348 19 558 44 Billings in excess of costs and estimated 28 — 55 866 Deferred tax liability 249 — — — Total liabilities 625 19 613 910 Net assets acquired $ 5,078 $ 1,324 $ 3,411 $ 7,764 YouTrain On August 31, 2017, we acquired the entire share capital of YouTrain Limited ("YouTrain"), an independent training company delivering IT, digital and life sciences skills training in Scotland and North West England. The upfront purchase price was $4.9 million which was paid in cash at closing and a completion accounts payment of $0.2 million was paid to the sellers during the fourth quarter of 2017. The goodwill recognized is due to the expected synergies from combining the operations of the acquiree with the Company. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. The acquired YouTrain business is included in the Learning Solutions segment and the results of its operations have been included in the consolidated financial statements beginning September 1, 2017. The pro-forma impact of the acquisition is not material to our results of operations. The acquired YouTrain business is included in our acquiring United Kingdom subsidiary and its functional currency is the British Pound Sterling. CLS Performance Solutions Limited On August 31, 2017, we acquired the business and certain assets of CLS Performance Solutions Limited ("CLS"), an independent provider of Enterprise Resource Planning (ERP) end user adoption and training services in the United Kingdom. The upfront purchase price was $0.4 million which was paid in cash at closing. In addition, the purchase agreement requires up to an additional $2.2 million of consideration contingent upon the achievement of certain earnings targets during the twelve-month period following the completion of the acquisition. The goodwill recognized is due to the expected synergies from combining the operations of the acquiree with the Company. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. The acquired CLS business is included in the Performance Readiness Solutions segment, and the results of its operations have been included in the consolidated financial statements beginning September 1, 2017. The pro-forma impact of the acquisition is not material to our results of operations. The acquired CLS business is included in our acquiring United Kingdom subsidiary and its functional currency is the British Pound Sterling. Emantras Effective April 1, 2017, we acquired the business and certain assets of Emantras, a digital education company that provides engaging learning experiences and effective knowledge delivery through award-winning digital and mobile solutions with offices in Fremont, California and Chennai, India. This acquisition strengthens our eLearning development capabilities, allowing us to better serve our customer base with the latest digital learning solutions. The upfront purchase price was $3.2 million in cash. In addition, the purchase agreement requires up to an additional $0.3 million of consideration, contingent upon the achievement of an earnings target during the twelve-month period following completion of the acquisition, plus a percentage of any earnings in excess of the specified earnings target. The goodwill recognized is due to the expected synergies from combining the operations of the acquiree with the Company. We expect that a portion of the goodwill recorded for financial statement purposes will be deductible for tax purposes. In addition, contingent consideration is only deductible when paid. If the actual contingent consideration payments are less than the estimated fair value as of the acquisition date, a portion of goodwill will not be deductible for tax purposes. The acquired Emantras business is included in the Learning Solutions segment, and the results of its operations have been included in the consolidated financial statements beginning April 1, 2017. The pro-forma impact of the acquisition is not material to our results of operations. The India-based operations of the acquired Emantras business is included in our India subsidiary and its functional currency is the Indian Rupee. McKinney Rogers On February 1, 2017, we acquired the business and certain assets of McKinney Rogers, a provider of strategic consulting services with offices in New York and London. This acquisition will expand our solutions offerings, giving us the ability to leverage McKinney Rogers' intellectual property and consulting methodologies to help our global client base meet strategic business goals. The upfront purchase price was $3.3 million in cash. In addition, the purchase agreement requires up to an additional $18.0 million of consideration, $6.0 million of which was contingent upon the achievement of certain earnings targets during the five -month period ended April 30, 2017 and $12.0 million of which is contingent upon the achievement of certain earnings targets during the three twelve-month periods following completion of the acquisition. In July 2017, we paid the seller $1.0 million in respect of the contingent consideration for the five-month period ended April 30, 2017. The goodwill recognized is due to the expected synergies from combining the operations of the acquiree with the Company. We expect that a portion of the goodwill recorded for financial statement purposes will be deductible for tax purposes. In addition, contingent consideration is only deductible when paid. If the actual contingent consideration payments are less than the estimated fair value as of the acquisition date, a portion of goodwill will not be deductible for tax purposes. The acquired McKinney Rogers business is included in the Performance Readiness Solutions segment, and the results of its operations have been included in the consolidated financial statements beginning February 1, 2017. The pro-forma impact of the acquisition is not material to our results of operations. 2016 Acquisitions Jencal Training On March 1, 2016, we acquired the share capital of Jencal Training Limited (Jencal Training) and its subsidiary B2B Engage Limited (B2B), an independent provider of vocational skills training in the United Kingdom. The upfront purchase price was $2.5 million in cash. In addition, we paid an additional $0.2 million of deferred consideration in the fourth quarter of 2016. The purchase price allocation for the acquisition primarily includes $1.4 million of customer-related intangible assets which are being amortized over four years from the acquisition date and $1.8 million of goodwill. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. The acquired Jencal Training business is included in the Learning Solutions segment and the results of its operations have been included in the consolidated financial statements beginning March 1, 2016. The pro-forma impact of the acquisition is not material to our results of operations. Maverick Solutions Effective October 1, 2016, we acquired the business and certain assets of Maverick Solutions, a U.S.-based provider of Enterprise Resource Planning (ERP) product training services. The upfront purchase price was $4.6 million in cash. In addition, the purchase agreement requires up to an additional $10.0 million of consideration, contingent upon the achievement of certain earnings targets during the two twelve-month periods following completion of the acquisition. We paid $4.1 million of contingent consideration during the fourth quarter of 2017 in respect of the first twelve-month period ended September 30, 2017. We expect that all of the goodwill recorded for financial statement purposes will be deductible for tax purposes, except that contingent consideration is only deductible when paid. If the actual contingent consideration payments are less than the estimated fair value as of the acquisition date, a portion of goodwill will not be deductible for tax purposes. The acquired Maverick Solutions business is included in the Performance Readiness Solutions segment and the results of its operations have been included in the consolidated financial statements beginning October 1, 2016.The pro-forma impact of the acquisition is not material to our results of operations. The following table summarizes the purchase price and purchase price allocation for the acquisition (dollars in thousands). Cash purchase price $ 4,639 Fair value of contingent consideration 5,166 Total purchase price $ 9,805 Amortization Purchase price allocation: Period Fixed assets $ 63 Customer-related intangible assets 1,219 4 years Marketing-related intangible assets (tradename) 124 2 years Technology-related intangible assets 649 3 years Goodwill 8,111 Total assets 10,166 Accrued expenses 38 Billings in excess of costs and estimated 323 Total liabilities 361 Net assets acquired $ 9,805 Contingent Consideration Contingent consideration is recognized at fair value on the acquisition date and is re-measured each reporting period with subsequent adjustments recognized in the consolidated statement of operations. We estimate the fair value of contingent consideration liabilities using an appropriate valuation methodology, typically either an income-based approach or a simulation model, such as the Monte Carlo model, depending on the structure of the contingent consideration arrangement. 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 and rates and changes in the timing and amount of revenue and/or earnings projections. Below is a summary of the potential maximum contingent consideration we may be required to pay in connection with completed acquisitions as of December 31, 2017 (dollars in thousands): Acquisition: Original range of potential undiscounted payments As of December 31, 2017 Maximum contingent consideration due in 2018 2019 2020 Total Maverick $0 - $10,000 $ 5,902 $ — $ — $ 5,902 McKinney Rogers $0 - $18,000 4,000 4,000 4,000 12,000 Emantras * — — — CLS $0 - $2,228 2,228 — — 2,228 $ 12,130 $ 4,000 $ 4,000 $ 20,130 * There is no maximum contingent consideration payable to the seller. Below is a summary of the changes in the recorded amount of contingent consideration liabilities from December 31, 2016 to December 31, 2017 for each acquisition (dollars in thousands): Liability as of 2017 Additions Change in Fair Value of Contingent Foreign Currency 2017 Liability as of Acquisition: Dec. 31, 2016 Consideration Translation Dec. 31, 2017 Maverick $ 5,258 — 819 — (4,098 ) $ 1,979 McKinney Rogers — 4,505 (2,037 ) — (967 ) 1,501 Emantras — 220 (144 ) — — 76 CLS — 888 (258 ) 39 — 669 $ 5,258 $ 5,613 $ (1,620 ) $ 39 (5,065 ) $ 4,225 As of December 31, 2017 and 2016 , contingent consideration included in accounts payable and accrued expenses on the consolidated balance sheet totaled $2.7 million and $3.6 million , respectively. As of December 31, 2017 and 2016 , we also had accrued contingent consideration totaling $1.5 million and $1.7 million , respectively, which is included in other long-term liabilities on the consolidated balance sheet and represents the portion of contingent consideration estimated to be payable greater than twelve months from the balance sheet date. |
Goodwill & Other Intangible Ass
Goodwill & Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill & Other Intangible Assets Goodwill Changes in the carrying amount of goodwill by reportable business segment for the years ended December 31, 2017 and 2016 were as follows (in thousands): Professional Sandy Performance Learning & Technical Training & Readiness Solutions Services Marketing Solutions Total Net book value at January 1, 2016 Goodwill $ 51,901 $ 51,532 $ 6,161 $ 27,798 $ 137,392 Accumulated impairment losses (2,079 ) (7,830 ) (5,508 ) — (15,417 ) Total 49,822 43,702 653 27,798 121,975 2016 Activity: Foreign currency translation (2,571 ) (1,338 ) — (233 ) (4,142 ) Net book value at December 31, 2016 Goodwill 51,158 50,194 6,161 35,676 143,189 Accumulated impairment losses (2,079 ) (7,830 ) (5,508 ) — (15,417 ) Total 49,079 42,364 653 35,676 127,772 2017 Activity: Acquisitions 6,424 — — 6,286 12,710 Foreign currency translation 3,366 679 — 308 4,353 Net book value at December 31, 2017 Goodwill 60,948 50,873 6,161 42,270 160,252 Accumulated impairment losses (2,079 ) (7,830 ) (5,508 ) — (15,417 ) Total $ 58,869 $ 43,043 $ 653 $ 42,270 $ 144,835 Intangible Assets Subject to Amortization Intangible assets with finite lives are subject to amortization over their estimated useful lives. The primary assets included in this category and their respective balances were as follows (in thousands): December 31, 2017 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Customer relationships $ 16,330 $ (11,140 ) $ 5,190 Intellectual property and other 4,298 (1,125 ) 3,173 $ 20,628 $ (12,265 ) $ 8,363 December 31, 2016 Customer relationships $ 14,595 $ (9,855 ) $ 4,740 Intellectual property and other 2,311 (1,226 ) 1,085 $ 16,906 $ (11,081 ) $ 5,825 Amortization expense for intangible assets was $4.0 million , $3.5 million and $4.1 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Estimated future amortization expense for intangible assets included in our consolidated balance sheet as of December 31, 2017 is as follows (in thousands): Fiscal year ending: 2018 $ 3,180 2019 2,264 2020 1,597 2021 1,082 2022 240 Total $ 8,363 As of December 31, 2017 , our intangible assets with definite lives had a weighted average remaining useful life of 3.3 years . We have no amortizable intangible assets with indefinite useful lives. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following (in thousands): December 31, 2017 2016 Machinery, equipment and vehicles $ 16,078 $ 14,810 Furniture and fixtures 3,090 3,118 Leasehold improvements 1,967 1,823 Buildings 331 302 21,466 20,053 Accumulated depreciation and amortization (16,343 ) (15,506 ) $ 5,123 $ 4,547 Depreciation expense was $2.6 million , $2.9 million and $3.5 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt On December 15, 2016, we entered into a Fifth Amended and Restated Financing and Security Agreement (the “Credit Agreement”). The Credit Agreement provides for a new revolving credit facility up to a maximum principal amount of $100 million , expiring on December 31, 2021 and for a term loan in the maximum principal amount of $40 million maturing on April 30, 2020. The Credit Agreement is secured by substantially all of our assets. The new term loan was used to refinance the $11.1 million remaining balance of the existing term loan and $28.9 million of borrowings outstanding under the existing revolving credit facility as of December 15, 2016. The maximum interest rate on the Credit Agreement is the daily one-month LIBOR market index rate (for borrowings in Dollars and Sterling) or the daily one-month EURIBOR (for borrowings in Euros) plus 2.50% . Based on our financial performance, the interest rate can be reduced to a minimum rate of the daily one-month LIBOR market index rate plus 1.25% , with the rate being determined based on our maximum leverage ratio for the preceding four quarters. Each unpaid advance on the revolving loan will bear interest until repaid. The term loan is payable in monthly installments of principal in the amount of $1.0 million each plus applicable interest, beginning on January 1, 2017. We may prepay the term loan or the revolving loan, in whole or in part, at any time without premium or penalty, subject to certain conditions. Amounts repaid or prepaid on the term loan may not be reborrowed. The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict our and our subsidiaries’ (subject to certain exceptions) ability to, among other things, grant liens, make investments, incur indebtedness, merge or consolidate, dispose of assets or make acquisitions. We are also required to maintain compliance with a minimum fixed charge coverage ratio and a maximum leverage ratio. We were in compliance with each of these financial covenants under the Credit Agreement as of December 31, 2017 . As of December 31, 2017 , our total long-term debt outstanding under the term loan was $28.0 million . In addition, there were $37.7 million of borrowings outstanding and $57.0 million of available borrowings under the revolving credit facility as of December 31, 2017 . For the years ended December 31, 2017 and 2016 , the weighted average interest rate on our borrowings was 2.8% and 2.2% , respectively. As of December 31, 2017 , the fair value of our borrowings under the Credit Agreement approximated its carrying value as it bears interest at variable rates. In March 2017, we entered into an interest rate swap agreement which effectively fixed our interest rate on the remaining $37 million outstanding on our term loan to a fixed LIBOR of 1.59% plus the applicable margin under the Credit Agreement. We have designated the interest rate swap, which expires on April 1, 2020, as a cash flow hedge and have applied hedge accounting. The fair value of the derivative asset associated with the interest rate swap was $0.1 million as of December 31, 2017 and is included in other assets on the consolidated balance sheet. In April 2017, we entered into an interest rate cap agreement and paid a premium of $0.5 million which caps the daily one-month LIBOR at 2.0% for an aggregate notional amount of $20.0 million of our variable rate debt under our credit facility. The interest rate cap agreement matures on December 31, 2021. We have designated the interest rate cap as a cash flow hedge and have applied hedge accounting. The fair value of the derivative asset associated with the interest rate cap was $0.3 million as of December 31, 2017 and is included in other assets on the consolidated balance sheet. As of December 31, 2017 , our future minimum payments of long-term debt are as follows (in thousands): Fiscal year ending: 2018 $ 12,000 2019 12,000 2020 4,000 Total $ 28,000 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following (in thousands): December 31, 2017 2016 Trade accounts payable $ 24,189 $ 14,534 Accrued salaries, vacation and benefits 22,205 18,049 Other accrued expenses 26,256 23,379 Accrued contingent consideration 2,724 3,590 Negative cash book balance 2,906 5,044 $ 78,280 $ 64,596 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan We offer the GP Retirement Savings Plan (the “Plan”) to our employees in the United States. Eligible employees are automatically enrolled unless they elect to not participate in the Plan, and contributions begin as soon as administratively feasible after enrollment. The Plan permits pre-tax contributions to the Plan by participants pursuant to Section 401(k) of the Internal Revenue Code (IRC). We make matching contributions at our discretion. In 2017 , 2016 and 2015 , we contributed 104,751 , 111,326 , and 91,301 shares, respectively, of our common stock directly to the Plan which had a value of approximately $2.7 million for each of the three years, and is recognized as compensation expense in the consolidated statements of operations for matching contributions to the Plan. We also maintain several defined contribution pension schemes for our employees in the United Kingdom and other foreign countries. We contributed to these plans $2.5 million , $2.2 million and $2.4 million during the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income before income taxes and income tax expense for the years ended December 31, 2017 , 2016 and 2015 are as follows (in thousands): Years ended December 31, 2017 2016 2015 Income before income taxes: Domestic $ 2,901 $ 13,988 $ 18,656 Foreign 16,788 16,046 10,967 Total income before income taxes $ 19,689 $ 30,034 $ 29,623 Income tax expense (benefit): Current: Federal $ 3,210 $ 5,511 $ 6,802 State and local 256 1,152 1,418 Foreign 3,645 4,885 3,710 Total current 7,111 11,548 11,930 Deferred: Federal (241 ) (1,039 ) (198 ) State and local (176 ) 56 23 Foreign 104 (778 ) (921 ) Total deferred (313 ) (1,761 ) (1,096 ) Total income tax expense $ 6,798 $ 9,787 $ 10,834 The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before income taxes. The sources and tax effects of the differences are as follows: December 31, 2017 2016 2015 Federal income tax rate 35.0 % 35.0 % 35.0 % State and local taxes net of federal benefit 0.2 2.4 3.2 Domestic production deduction (1.1 ) (0.6 ) (0.6 ) Foreign tax rate differential (8.8 ) (5.8 ) (4.3 ) Permanent differences (6.2 ) 4.8 2.1 Other (0.9 ) (3.2 ) 1.2 Tax Cuts and Jobs Act of 2017 16.3 — — Effective tax rate 34.5 % 32.6 % 36.6 % On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. The Company has calculated its best estimate of the impact of the 2017 Tax Act in its year end income tax provision in accordance with its understanding of the 2017 Tax Act and guidance available as of the date of this filing, and as a result has recorded $3.2 million as an additional income tax expense in the fourth quarter of 2017, the period in which the legislation was enacted. The provisional tax benefit amount related to the remeasurement of certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future is $1.4 million . The provisional amount related to the one-time transition tax on the mandatory deemed repatriation of foreign earnings is $4.6 million estimated on cumulative foreign earnings as of December 31, 2017 of $56.7 million . As we complete our analysis of the 2017 Tax Act, collect and prepare necessary data, and interpret any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustments may materially impact our provision for income taxes in the period in which the adjustments are made. On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. In accordance with SAB 118, the Company has determined that the $1.4 million deferred tax benefit recorded in connection with the remeasurement of certain deferred tax assets and liabilities and the $4.6 million of current tax expense recorded in connection with the transition tax on the mandatory deemed repatriation of foreign earnings are provisional amounts, and a reasonable estimate at December 31, 2017. Additional work is necessary to do a more detailed analysis of historical foreign earnings as well as potential correlative adjustments. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter of 2018 in which the analysis is complete. The 2017 Tax Act creates a new requirement that Global Intangible Low-Taxed Income (“GILTI”) earned by a controlled foreign corporation (“CFC”) must be included in the gross income of the U.S. shareholder. The Tax Act also imposes the Base Erosion and Anti-abuse Tax (“BEAT”) which applies a limited-scope minimum tax on large corporations. Because of the complexity of the new GILTI and BEAT tax rules, we are continuing to evaluate these provisions of the Tax Act and whether taxes due on future U.S. inclusions related to GILTI or BEAT should be recorded as a current-period expense when incurred, or factored into the company’s measurement of its deferred taxes. As a result, we have not included an estimate of the tax expense or benefit related to these items for the period ended December 31, 2017. The increase in the effective income tax rate compared to 2016 is primarily due to the effect of the 2017 Tax Act, partially offset by a decrease in the effective rate due to an increase in foreign income taxed at lower rates and a decrease in U.S. income taxed a higher rates. Uncertain Tax Positions As of December 31, 2017 and 2016 , we had no uncertain tax positions reflected on our consolidated balance sheet. The Company files income tax returns in U.S. federal, state and local jurisdictions, and various non-U.S. jurisdictions, and is subject to audit by tax authorities in those jurisdictions. Tax years 2014 through 2016 remain open to examination by these tax jurisdictions, and earlier years remain open to examination in certain of these jurisdictions which have longer statutes of limitations. Deferred Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Allowance for doubtful accounts $ 559 $ 357 Accrued liabilities and other 2,173 3,156 Stock-based compensation expense 599 910 Net federal, state and foreign operating loss carryforwards 1,432 1,292 Foreign tax credit carryforwards — 1,207 Deferred tax assets 4,763 6,922 Valuation allowance on deferred tax assets (1,502 ) (1,320 ) Deferred tax liabilities: Intangible assets, property and equipment, principally due to difference in depreciation and amortization 5,312 7,668 Net deferred tax liabilities $ (2,051 ) $ (2,066 ) As of December 31, 2017 , we had foreign and U.S. state net operating loss carryforwards of $7.3 million for tax purposes, which will be available to offset future taxable income. If not used, these carryforwards will expire beginning in 2018. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets may not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon these factors, management placed a valuation allowance of $1.5 million and $1.3 million as of the years ended December 31, 2017 and 2016 , respectively, against certain deferred tax assets, including net operating loss carryforwards, due to the uncertainty of future profitability in foreign jurisdictions. Management believes it is more likely than not that the Company will realize the benefits of the remaining deferred tax assets. We remeasured our U.S. deferred tax assets and liabilities at the applicable tax rate of 21% in accordance with the 2017 Tax Act. The remeasurement resulted in a total decrease in our net deferred tax liabilities of $1.4 million . Foreign Income The 2017 Tax Act includes a mandatory one-time tax on accumulated earnings of foreign subsidiaries, and as a result, all previously unremitted earnings for which no U.S. deferred tax liability had been accrued have now been subject to U.S. tax. Notwithstanding the U.S. taxation of these amounts, we intend to continue to invest these earnings, as well as the capital invested in these subsidiaries, indefinitely outside of the U.S. and do not expect to incur any significant, additional taxes related to such amounts. The Company has not provided for any additional outside basis difference inherent in its foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any additional outside basis difference in these entities is not practicable. In addition, the Company is still evaluating the impact of the one-time transition tax on the outside basis differences and cumulative temporary differences inherent in these subsidiaries as of December 31, 2017 and as a result, it is not practicable to provide the amount of any cumulative temporary differences related to unrecorded differences. |
Restructuring (Notes)
Restructuring (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In December 2017, we announced a new organizational structure and plan to improve operating results by increasing organic growth and reducing operating costs. Effective January 1, 2018, we are organized into two global segments aligned by complementary service lines and supported by a new business development organization aligned by industry sector. The Workforce Excellence segment includes the majority of the existing Learning Solutions segment and the Professional & Technical Services segment. The Business Transformation Services segment includes the majority of the Performance Readiness Solutions segment and the Sandy Training & Marketing segment. Certain business units transferred between the existing operating segments to better align with the service offerings of the two new segments. During the fourth quarter of 2017, we initiated restructuring and transition activities to improve operational efficiency, reduce costs and better position the company to drive future revenue growth. We recorded severance expense of $3.3 million for the year ended December 31, 2017 which is included in Restructuring charges on the consolidated statements of operations and which is expected to be paid by the end of 2019. The total remaining liability under these restructuring activities was $2.8 million as of December 31, 2017, of which $2.2 million is included in accounts payable and accrued expenses and $0.6 million is included in other noncurrent liabilities on the consolidated balance sheet. We expect these restructuring activities to be substantially completed in the first half of 2018. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Under our 2011 Stock Incentive Plan (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, 2017 , there were 605,788 shares available for issuance of future grants of awards under the 2011 Plan and 340,302 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, 2017 2016 2015 Cost of revenue $ 2,832 $ 2,545 $ 2,366 Selling, general and administrative expenses 757 684 684 Total stock-based compensation expense $ 3,589 $ 3,229 $ 3,050 We recognized a deferred income tax benefit of $1.2 million , $1.2 million and $1.1 million , respectively, during the years ended December 31, 2017 , 2016 , and 2015 associated with the compensation expense recognized in our consolidated financial statements. As of December 31, 2017 , we had non-qualified stock options and restricted stock units outstanding under these plans as discussed below. Non-Qualified Stock Options Non-qualified stock options are granted with an exercise price not less than the fair market value of our common stock at the date of grant, vest over a period up to ten years, and expire at various terms up to ten years from the date of grant. Summarized information for our non-qualified stock options is as follows: Stock Options Number of options Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding at December 31, 2016 67,550 $ 15.34 Granted — — Exercised (64,050 ) 15.12 Forfeited (100 ) 19.38 Expired (400 ) 19.38 Outstanding at December 31, 2017 3,000 $ 19.38 0.77 $ 12,000 Exercisable at December 31, 2017 3,000 $ 19.38 0.77 $ 12,000 As of December 31, 2017 , there is no remaining unrecognized compensation cost related to outstanding stock options. We received cash for the exercise price associated with stock options exercised of $0.1 million during each of the years ended December 31, 2017 , 2016 and 2015 , respectively. During the years ended December 31, 2017 , 2016 , and 2015 we settled 55,050 , 30,700 , and 104,000 outstanding stock options, respectively, held by our employees by issuing 13,482 , 9,976 and 46,432 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 $0.7 million , $0.5 million and $2.3 million during the years ended December 31, 2017 , 2016 and 2015 , respectively. During the years ended December 31, 2017 , 2016 and 2015 , we realized excess income tax benefits of less than $0.1 million , $0.1 million and $0.8 million , respectively, related to stock option exercises and restricted stock vesting. As discussed in Note 1, upon adoption of ASU 2016-09 effective January 1, 2017 the excess tax benefits are recognized in tax expense on our consolidated statements of operations. For 2016 and 2015, the income tax benefits are reflected as an increase to additional paid-in capital on the consolidated statements of stockholders’ equity. Restricted Stock Units In addition to stock options, we issue restricted stock units to key employees and members of the Board of Directors based on meeting certain service goals. The stock units vest to the recipients at various dates, up to five years , based on fulfilling service requirements. We recognize the value of the market price of the underlying stock on the date of grant to compensation expense over the requisite service period. Upon vesting, the stock units are settled in shares of our common stock. Summarized share information for our restricted stock units is as follows: Year ended December 31, 2017 Weighted average grant date fair value (In shares) (In dollars) Outstanding and unvested, beginning of period 207,016 $ 29.85 Granted 55,350 24.62 Vested (105,915 ) 28.15 Forfeited (8,217 ) 24.84 Outstanding and unvested, end of period 148,234 $ 29.39 The total intrinsic value realized by participants upon the vesting of restricted stock units was $2.7 million , $1.8 million and $2.0 million during the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017 , we had unrecognized compensation cost of $2.2 million related to the unvested portion of our outstanding restricted stock units to be recognized over a weighted average remaining service period of 2.1 years . We have a long-term incentive program (LTIP) which provides for the issuance of performance-based and time-based restricted stock units under the 2011 Plan to certain executives. Under the LTIP, a target level of equity compensation is set for each officer. The total equity compensation is divided into performance-based and time-based restricted stock units. Under the program, the Compensation Committee sets the performance-based goals within the first 90 days of each year. Vesting of the performance-based stock units (PSU's) is contingent upon the employee's continued employment and the Company's achievement of certain performance goals during a three-year performance period. The performance goals are established by the Compensation Committee for a three-year performance period based on financial targets, including an average annual return on invested capital (“ROIC”) and average annual growth in earnings before interest, taxes, depreciation and amortization (adjusted to exclude the effect of acquisitions, dispositions, and certain other nonrecurring or extraordinary items) (“Adjusted EBITDA”). We recognize compensation expense, net of estimated forfeitures, for PSU's on a straight-line basis over the performance period based on the probable outcome of achievement of the financial targets. At the end of each reporting period, we estimate the number of PSU's expected to vest, based on the probability and extent to which the performance goals will be met, and take into account these estimates when calculating the expense for the period. If the number of shares expected to be earned changes during the performance period, we will make a cumulative adjustment to compensation expense based on the revised number of shares expected to be earned. Summarized share information for our performance-based restricted stock units is as follows: Year ended December 31, 2017 Weighted average grant date fair value (In shares) (In dollars) Outstanding and unvested, beginning of period 124,394 $ 31.08 Granted 104,590 23.65 Vested — — Forfeited (39,916 ) 27.74 Outstanding and unvested, end of period 189,068 $ 27.68 As of December 31, 2017 , we had unrecognized compensation cost of $ 1.3 million related to the unvested portion of our outstanding restricted stock units to be recognized over a weighted average remaining service period of 2.0 years . |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | Common Stock The holders of common stock are entitled to one vote per share. As of December 31, 2017 , there were 16,747,926 shares of common stock issued and outstanding. In addition, as of December 31, 2017 , there were 340,302 shares reserved for issuance under outstanding equity compensation awards such as stock options and restricted stock units and an additional 605,788 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, 2017 , 2016 and 2015 , we repurchased approximately 182,000 , 340,000 and 477,000 shares, respectively, of our common stock in the open market for a total cost of approximately $4.3 million , $8.0 million and $12.3 million , respectively. As of December 31, 2017 , there was approximately $11.7 million available for future repurchases under the buyback program. There is no expiration date for the repurchase program. Securities Purchase Agreement On December 30, 2009, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single accredited investor, Sagard Capital Partners, L.P. (“Sagard”), pursuant to which we sold to Sagard, in a private placement, an aggregate of 2,857,143 shares (the “Shares”) of our common stock, par value $0.01 , at a price of $7.00 per share (the “Offering”), for an aggregate purchase price of $20.0 million . The Offering closed on December 30, 2009. The Purchase Agreement prohibits Sagard from acquiring beneficial ownership of more than 23% of our common stock (calculated on a fully diluted basis). As of December 31, 2017 , Sagard beneficially owned 3,639,367 shares or 21.7% of our outstanding common stock. In connection with the Offering, on December 30, 2009, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Sagard. Pursuant to the Registration Rights Agreement, we filed a registration statement with the Securities and Exchange Commission (the “SEC”) for purposes of registering the resale of the Shares and any shares of common stock issued pursuant to the preemptive rights under Section 4(l) of the Purchase Agreement (or any shares of common stock issuable upon exercise, conversion or exchange of securities issued pursuant to the preemptive rights). We filed the registration statement with the SEC on September 27, 2010 and it was declared effective by the SEC on October 8, 2010. If we fail to meet filing or effectiveness deadlines with respect to any additional registration statements required by the Registration Rights Agreement, or fail to keep any registration statements continuously effective (with limited exceptions), we will be obligated to pay to the holders of the Shares liquidated damages in the amount of 1% of the purchase price for the Shares per month, up to a maximum of $2.4 million . We also agreed, among other things, to indemnify the selling holders under the registration statements from certain liabilities and to pay all fees and expenses (excluding underwriting discounts and selling commissions and all legal fees of the selling holders in excess of $25,000 ) incident to our obligations under the Registration Rights Agreement. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments For the year ended December 31, 2017 , we operated through four reportable business segments: (i) Learning Solutions, (ii) Professional & Technical Services, (iii) Sandy Training & Marketing, and (iv) Performance Readiness Solutions. Each of our reportable segments represents an operating segment under U.S. GAAP. We are organized by operating group primarily based upon the markets served by each group and/or the services performed. Each operating group consists of business units which are focused on providing specific products and services to certain classes of customers or within targeted markets. Marketing and communications, accounting, tax, finance, legal, human resources, information systems and other administrative services are organized at the corporate level. Business development and sales resources are aligned with operating groups to support existing customer accounts and new customer development. Further information regarding our business segments is discussed below. Learning Solutions. The Learning Solutions segment delivers training, curriculum design and development, digital learning services, system hosting, managed learning services and consulting services globally. This segment serves large companies in the electronics and semiconductors, healthcare, software, financial services and other industries as well as government agencies. This segment also provides apprenticeship and vocational skills training funded by an agency of the United Kingdom government. The ability to deliver a wide range of training services on a global basis allows this segment to take over the entire learning function for the client, including their training personnel. Professional & Technical Services. The Professional & Technical Services segment provides training, consulting, engineering and technical services, including lean consulting, emergency preparedness, safety and regulatory compliance, chemical demilitarization and environmental services primarily to large companies in the manufacturing, steel, pharmaceutical energy and petrochemical industries; federal and state government agencies; and large government contractors. Our proprietary EtaPRO TM Performance and Condition Monitoring System provides a suite of real-time software solutions for power generation facilities and is installed on power-generating units across the world. In addition to providing custom training solutions, this segment provides web-based training through our GPiLEARN TM portal, which offers a variety of courses to power plant personnel in the U.S. and other countries. This segment also provides services to users of alternative fuels, including designing and constructing liquefied natural gas (LNG), liquid to compressed natural gas (LCNG), compressed natural gas (CNG) and hydrogen fueling stations, as well as supplying equipment. Sandy Training & Marketing. The Sandy Training & Marketing segment provides custom product sales training and has been a leader in serving manufacturing customers in the U.S. automotive industry for over 40 years. Sandy provides custom product sales training designed to better educate customer sales forces with respect to new vehicle features and designs, in effect rapidly increasing the sales force knowledge base and enabling them to address detailed customer queries. Furthermore, Sandy helps our clients assess their customer relationship marketing strategy and connect with their customers on a one-to-one basis including through custom publications. This segment also provides technical training services to automotive manufacturers as well as customers in other industries. Performance Readiness Solutions. This segment provides performance consulting and technology consulting services, including platform adoption, end-user training, change management, knowledge management, customer product training outsourcing, training content development and sales enablement solutions. This segment also offers organization performance solutions, including leadership development training, strategy-through-implementation consulting services and employee engagement tools and services. Industries served include manufacturing, aerospace, healthcare, life sciences, consumer products, financial, telecommunications and higher education as well as government agencies. We do not allocate the following items to the segments: selling, general & administrative expenses, restructuring charges, other income (expense), interest expense, gain (loss) on change in fair value of contingent consideration and income tax expense. Inter-segment revenue is eliminated in consolidation and is not significant. The following table sets forth the revenue and operating results attributable to each reportable segment and includes a reconciliation of segment revenue to consolidated revenue and operating results to consolidated income before income tax expense (in thousands): Years ended December 31, 2017 2016 2015 Revenue: Learning Solutions $ 214,820 $ 208,998 $ 207,039 Professional & Technical Services 101,051 101,907 119,092 Sandy Training & Marketing 101,104 101,768 87,567 Performance Readiness Solutions 92,233 77,886 76,582 $ 509,208 $ 490,559 $ 490,280 Gross Profit: Learning Solutions $ 38,971 $ 38,954 $ 36,223 Professional & Technical Services 14,426 15,803 23,621 Sandy Training & Marketing 14,524 14,181 11,321 Performance Readiness Solutions 14,106 11,219 10,827 Total gross profit 82,027 80,157 81,992 Selling, general and administrative expenses 57,419 48,597 47,748 Restructuring charges 3,317 — 1,551 Gain (loss) on change in fair value of contingent consideration, net 1,620 (136 ) (371 ) Operating income 22,911 31,424 32,322 Interest expense 3,132 1,568 1,381 Other (expense) income (90 ) 178 (1,318 ) Income before income tax expense $ 19,689 $ 30,034 $ 29,623 Additional information relating to our business segments is as follows (in thousands): December 31, 2017 2016 Identifiable assets: Learning Solutions $ 170,093 $ 147,595 Professional & Technical Services 87,014 80,033 Sandy Training & Marketing 29,957 25,804 Performance Readiness Solutions 77,943 62,169 Total assets $ 365,007 $ 315,601 Corporate and other assets which consist primarily of cash, 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, 2017 2016 2015 Additions to property, plant and equipment: Learning Solutions $ 1,174 $ 548 $ 768 Professional & Technical Services 480 146 269 Sandy Training & Marketing 70 13 77 Performance Readiness Solutions 73 39 496 Corporate and other 937 656 747 $ 2,734 $ 1,402 $ 2,357 Depreciation and amortization: Learning Solutions $ 2,225 $ 2,403 $ 3,189 Professional & Technical Services 749 797 1,152 Sandy Training & Marketing 439 429 465 Performance Readiness Solutions 2,023 1,530 1,446 Corporate and other 1,538 1,303 1,613 $ 6,974 $ 6,462 $ 7,865 Information about our revenue in different geographic regions, which is attributable to our operations located primarily in the United States, United Kingdom and other countries is as follows (in thousands): Years ended December 31, 2017 2016 2015 United States $ 350,632 $ 339,329 $ 341,581 United Kingdom 100,466 93,017 98,991 Other 58,110 58,213 49,708 $ 509,208 $ 490,559 $ 490,280 Information about our total assets in different geographic regions is as follows (in thousands): December 31, 2017 2016 United States $ 215,523 $ 195,693 United Kingdom 75,862 59,018 Other 73,622 60,890 $ 365,007 $ 315,601 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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. Our financial instruments measured at fair value include interest rate derivatives and contingent consideration in connection with business combinations. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 , and the level they fall within the fair value hierarchy (in thousands): Fair Value Fair Value December 31, Description of Financial Instrument Financial Statement Classification Hierarchy 2017 2016 Contingent consideration Accounts payable and accrued expenses Level 3 $ 2,724 $ 3,590 Contingent consideration Other noncurrent liabilities Level 3 1,502 1,669 Interest rate swap agreement Other assets Level 2 88 — Interest rate cap agreement Other assets Level 2 285 — Contingent consideration related to acquisitions is recognized at fair value on the acquisition date and is re-measured each reporting period with subsequent adjustments recognized in the consolidated statement of operations. We estimate the fair value of contingent consideration liabilities using an appropriate valuation methodology, typically either an income-based approach or a simulation model, such as the Monte Carlo model, depending on the structure of the contingent consideration arrangement. 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. Refer to Note 2 for further details including the change in fair value of contingent consideration during the year ended December 31, 2017 . The Company entered into interest rate swap and interest rate cap agreements to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Changes in the fair value of the interest rate swap agreements are recorded as a component of accumulated other comprehensive income or loss. |
Commitments, Guarantees, and Co
Commitments, Guarantees, and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Guarantees, and Contingencies | Commitments, Guarantees, and Contingencies Commitments Operating Leases We have various noncancelable leases for real property and machinery and equipment. Such leases expire at various dates with, in some cases, options to extend their terms. Minimum rentals under long-term operating leases are as follows (in thousands): Fiscal year ending: Real property Machinery and equipment Total 2018 $ 8,659 $ 994 $ 9,653 2019 7,364 464 7,828 2020 5,303 109 5,412 2021 3,868 23 3,891 2022 3,094 5 3,099 Thereafter 6,942 — 6,942 Total $ 35,230 $ 1,595 $ 36,825 Certain of the leases contain provisions for rent escalation based on increases in a specified Consumer Price Index, real estate taxes and operating costs incurred by the lessor. Rent expense was approximately $11.0 million , $9.8 million and $10.2 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Other As of December 31, 2017 , we had eleven outstanding letters of credit totaling $5.4 million , which expire in 2018 through 2022. In addition, we have three outstanding performance bonds totaling $6.4 million for contracts to be completed in 2018. |
Quarterly Information (unaudite
Quarterly Information (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Information (unaudited) | Quarterly Information (unaudited) Our quarterly financial information has not been audited but, in management’s opinion, includes all adjustments necessary for a fair presentation. (In thousands) Three months ended Year ended 2017 March 31 June 30 September 30 December 31 December 31 Revenue $ 122,447 $ 131,161 $ 124,097 $ 131,503 509,208 Gross profit 19,388 22,435 18,646 21,558 82,027 Net income 4,086 5,863 3,281 (a) (339 ) (a) 12,891 Earnings per share: Basic $ 0.24 $ 0.35 $ 0.20 $ (0.02 ) $ 0.77 Diluted $ 0.24 $ 0.35 $ 0.19 $ (0.02 ) $ 0.76 2016 Revenue $ 115,756 $ 125,542 $ 121,978 $ 127,283 $ 490,559 Gross profit 17,927 20,344 20,004 21,882 80,157 Net income 3,800 4,913 4,802 6,732 20,247 Earnings per share: Basic $ 0.23 $ 0.29 $ 0.29 $ 0.40 $ 1.21 Diluted $ 0.23 $ 0.29 $ 0.29 $ 0.40 $ 1.21 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. (a) Includes a $ 2.6 million gross profit reduction in the third quarter ended September 30, 2017 due to a contract performance dispute resulting in an increase in estimated costs to complete a project for a foreign oil and gas client. During the fourth quarter ended December 31, 2017, the client terminated the contract and we incurred a $1.8 million loss in the fourth quarter of 2017, of which $0.5 million is reflected as a reduction to gross profit and $1.3 million is included in SG&A expense and represents a bad debt reserve relating to accounts receivable from the client. |
Subsequent Event (Notes)
Subsequent Event (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | (16) Subsequent Event On January 2, 2018, we acquired the business and certain assets of Hula Partners, a provider of SAP SuccessFactors Human Capital Management (HCM) implementation services with headquarters in Houston, Texas. The purchase price was $10.0 million in cash. The results of Hula Partners' operations will be included in the consolidated financial statements beginning January 2, 2018. |
Description of Business and S25
Description of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Business | Business GP Strategies Corporation is a global performance improvement solutions provider of training, digital learning solutions, management consulting and engineering services. References in this report to “GP Strategies,” the “Company,” “we” and “our” are to GP Strategies Corporation and its subsidiaries, collectively. |
FASB Codification | FASB Codification We follow generally accepted accounting principles (“GAAP”) set by the Financial Accounting Standards Board (“FASB”). References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, sometimes referred to as ASC. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the operations of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. |
Significant Customers and Concentration of Credit Risk | Significant Customers & Concentration of Credit Risk We have a market concentration of revenue in both the automotive sector and financial services & insurance sector. Revenue from the automotive industry accounted for approximately 22% , 22% and 19% of our consolidated revenue for the years ended December 31, 2017 , 2016 and 2015 , respectively. In addition, we have a concentration of revenue from a single automotive customer, which accounted for approximately 13% of our consolidated revenue for both of the years ended December 31, 2017 and 2016 . As of December 31, 2017 accounts receivable from a single automotive customer totaled $18.3 million , or 15% , of our consolidated accounts receivable balance. Revenue from the financial services and insurance industry accounted for approximately 20% , 21% and 21% of our consolidated revenue for the years ended December 31, 2017 , 2016 and 2015 , respectively. In addition, we have a concentration of revenue from a single financial services customer, which accounted for approximately 14% and 15% of our consolidated revenue for the years ended December 31, 2017 and 2016 , respectively. As of December 31, 2017 , billed and unbilled accounts receivable from a single financial services customer totaled $26.1 million , or 16% , of our consolidated accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts balances. No other single customer accounted for more than 10% of our consolidated revenue in 2017 or consolidated accounts receivable balance as of December 31, 2017 . |
Cash and Cash Equivalents | Cash We maintain our cash balances in bank accounts at various financial institutions. 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 $2.9 million and $5.0 million as of December 31, 2017 and 2016 , respectively. Changes in negative book cash balances from period to period are reported as a financing activity in the consolidated statement of cash flows. |
Allowance for Doubtful Accounts Receivable | Allowance for Doubtful Accounts Receivable Trade accounts receivable are recorded at invoiced amounts. We evaluate the collectability of trade accounts receivable based on a combination of factors. When we are aware that a specific customer may be unable to meet its financial obligations to us, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position, we evaluate the need to record a specific reserve for bad debt to reduce the related receivable to the amount we reasonably believe is collectible. We also record reserves for bad debt for all other customers based on a variety of factors, including the length of time the receivables are past due, historical collection experience and trends of past due accounts, write-offs and specific identification and review of past due accounts. Actual collections of trade receivables could differ from management’s estimates due to changes in future economic or industry conditions or specific customers’ financial conditions. |
Foreign Currency Translation | Foreign Currency Translation The functional currencies of our international operations are the respective local currencies of the countries in which we operate. The translation of the foreign currency into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rates prevailing during the year. The unrealized gains and losses resulting from such translation are included as a component of comprehensive income. Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “Other income (expense)" on our Consolidated Statements of Operations. |
Revenue Recognition | Revenue Recognition We provide services under time-and-materials, cost-reimbursable, and fixed price (including fixed-fee per transaction) contracts to both government and commercial customers. Each contract has different terms based on the scope, deliverables and complexity of the engagement, requiring us to make judgments and estimates about recognizing revenue. Revenue is recognized as services are performed. Under time-and-materials contracts, as well as certain government cost-reimbursable and certain fixed price contracts, the contractual billing schedules are based on the specified level of resources we are obligated to provide. As a result, for these “level-of-effort” contracts, the contractual billing amount for the period is a measure of performance and, therefore, revenue is recognized in that amount. Revenue under government fixed price contracts is recognized using the percentage-of-completion method. Under the percentage-of-completion method, management estimates the percentage-of-completion based upon costs incurred as a percentage of the total estimated costs. For commercial fixed price contracts which typically involve a discrete project, such as development of training content and materials, design of training processes, software implementation, or engineering projects, the contractual billing schedules are not based on the specified level of resources we are obligated to provide. These discrete projects generally do not contain milestones or other reliable measures of performance. As a result, revenue on these arrangements is recognized using a percentage-of-completion method based on the relationship of costs incurred to total estimated costs expected to be incurred over the term of the contract. We believe this methodology is a reasonable measure of proportional performance since performance primarily involves personnel costs and services provided to the customer throughout the course of the projects through regular communications of progress toward completion and other project deliverables. In addition, the customer typically is required to pay us for the proportionate amount of work and cost incurred in the event of contract termination. When total direct cost estimates exceed revenues, the estimated losses are recognized immediately. The use of the percentage-of-completion method requires significant judgment relative to estimating total contract costs, including assumptions relative to the length of time to complete the project, the nature and complexity of the work to be performed, and anticipated changes in estimated salaries and other costs. Estimates of total contract costs are continuously monitored during the term of the contract, and recorded revenues and costs are subject to revision as the contract progresses. When revisions in estimated contract revenues and costs are determined, such adjustments are recorded in the period in which they are first identified. For certain commercial fixed-fee per transaction contracts, such as providing training courses, revenue is recognized during the period in which services are delivered in accordance with the pricing outlined in the contracts. For certain fixed-fee per transaction and fixed price contracts in which the output of the arrangement is measurable, such as for the shipping of publications and print materials, revenue is recognized when the deliverable is met and the product is delivered based on the output method of performance. The customer is required to pay for the cost incurred in the event of contract termination. Certain of our fixed price commercial contracts contain revenue arrangements with multiple deliverables. Revenue arrangements with multiple deliverables are evaluated to determine if the deliverables can be divided into more than one unit of accounting. For contracts determined to have more than one unit of accounting, we recognize revenue for each deliverable based on the revenue recognition policies discussed above. Within each multiple deliverable project, there is objective and reliable fair value across all units of the arrangement, as discounts are not offered or applied to one deliverable versus another, and the rates bid across all deliverables are consistent. As part of our on-going operations to provide services to our customers, incidental expenses, which are commonly referred to as “out-of-pocket” expenses, are billed to customers, either directly as a pass-through cost or indirectly as a cost estimated in proposing on fixed price contracts. Out-of-pocket expenses include expenses such as airfare, mileage, hotel stays, out-of-town meals and telecommunication charges. Our policy provides for these expenses to be recorded as both revenue and direct cost of services. In connection with the delivery of products, primarily for publications delivered by our Sandy Training & Marketing segment, we incur shipping and handling costs which are billed to customers directly as a pass-through cost. Our policy provides for these expenses to be recorded as both revenue and direct cost of revenue. |
Contract Related Assets and Liabilities | Contract Related Assets and Liabilities Costs and estimated earnings in excess of billings on uncompleted contracts in the accompanying consolidated balance sheets represent unbilled amounts earned and reimbursable under contracts in progress. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of milestones or completion of the project. Generally, such unbilled amounts will be billed and collected over the next twelve months. Billings in excess of costs and estimated earnings on uncompleted contracts in the accompanying consolidated balance sheets represent advanced billings to clients on contracts in advance of work performed. Generally, such amounts will be earned and recognized in revenue over the next twelve months. |
Comprehensive Income | Comprehensive Income Comprehensive income consists of net income, foreign currency translation adjustments, and the change in fair value of interest rate derivatives, net of tax. |
Other Current Assets | Other Current Assets Prepaid expenses and other current assets on our consolidated balance sheet include prepaid expenditures for goods or services before the goods are used or the services are received, inventories and work in progress on customer contracts. Prepaid expenses are charged to expense in the periods the benefits are realized. Inventories are stated at lower of cost or market. Provision is made to reduce excess and obsolete inventories to their estimated net realizable value. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are carried at cost (or fair value at acquisition date for assets obtained through business combinations). Major additions and improvements are capitalized, while maintenance and repairs which do not extend the lives of the assets are expensed as incurred. Gain or loss on the disposition of property, plant and equipment is recognized in operations when realized. Depreciation of property, plant and equipment is recognized on a straight-line basis over the following estimated useful lives: Class of assets Useful life Buildings and improvements 5 to 40 years Machinery, equipment, and furniture and fixtures 3 to 10 years Leasehold improvements Shorter of asset life or term of lease |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property, plant, and equipment, and intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized at the amount by which the carrying amount of the asset exceeds the fair value of the asset. Impairment of long-lived assets is assessed at the lowest level for which there are identifiable cash flows that are independent from other groups of assets. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Our intangible assets include amounts recognized in connection with acquisitions, including customer relationships, tradenames, technology and intellectual property. Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. Except for goodwill, we do not have any intangible assets with indefinite useful lives. Goodwill represents the excess of costs over fair value of assets of businesses acquired. We review our goodwill for impairment annually as of October 1 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. ASC 350 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Under ASC 350, an entity is not required to perform step one of the goodwill impairment test for a reporting unit if it is more likely than not that its fair value is greater than its carrying amount. For our annual goodwill impairment test as of October 1, 2017 , we performed a quantitative step one goodwill impairment test and concluded that the fair values of each of our reporting units exceeded their respective carrying values. For our annual goodwill impairment test as of October 1, 2016 , we performed a qualitative assessment of all of our reporting units and determined that it was more likely than not that the fair values of each of our reporting units exceeded their respective carrying values. If it is determined as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a two-step impairment test is required. In the first step, we compare the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and we are not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then we must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit's goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit’s assets and liabilities in a manner similar to a purchase price allocation, with any residual fair value allocated to goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then we record an impairment loss equal to the difference. Under the two-step impairment test, we determine the fair value of our reporting units using both an income approach and a market approach, and weigh both approaches to determine the fair value of each reporting unit. Under the income approach, we perform a discounted cash flow analysis which incorporates management’s cash flow projections over a five-year period and a terminal value is calculated by applying a capitalization rate to terminal year projections based on an estimated long-term growth rate. The five-year projected cash flows and calculated terminal value are discounted using a weighted average cost of capital (“WACC”) which takes into account the costs of debt and equity. The cost of equity is based on the risk-free interest rate, equity risk premium, industry and size equity premiums and any additional market equity risk premiums as deemed appropriate for each reporting unit. To arrive at a fair value for each reporting unit, the terminal value is discounted by the WACC and added to the present value of the estimated cash flows over the discrete five-year period. There are a number of other variables which impact the projected cash flows, such as expected revenue growth and profitability levels, working capital requirements, capital expenditures and related depreciation and amortization. Under the market approach, we perform a comparable public company analysis and apply revenue and earnings multiples from the identified set of companies to the reporting unit’s actual and forecasted financial performance to determine the fair value of each reporting unit. We evaluate the reasonableness of the fair value calculations of our reporting units by reconciling the total of the fair values of all of our reporting units to our total market capitalization, and adjusting for an appropriate control premium. In addition, we make certain judgments in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. In addition, we make certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. The timing and frequency of our goodwill impairment tests are based on an ongoing assessment of events and circumstances that would indicate a possible impairment. We will continue to monitor our goodwill and intangible assets for impairment and conduct formal tests when impairment indicators are present. |
Contingent Consideration for Business Acquisitions | Contingent Consideration for Business Acquisitions Acquisitions may include contingent consideration payments based on future financial measures of an acquired company. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities using an appropriate valuation methodology, typically either an income-based approach or a simulation model, such as the Monte Carlo model, depending on the structure of the contingent consideration arrangement. 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 and changes in the timing and amount of revenue and/or earnings projections. |
Other Assets | Other Assets Other assets primarily include an investment in a joint venture, certain software development costs and derivative assets associated with our interest rate swap and cap agreements. We account for a 10% 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. We capitalize the cost of internal-use software in accordance with ASC Topic 350-40, Internal-Use Software . These costs consist of internal labor costs and 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 apply hedge accounting to our interest rate derivatives which are discussed in detail in Note 5. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We establish accruals for uncertain tax positions taken or expected to be taken in a tax return when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Favorable or unfavorable adjustment of the accrual for any particular issue would be recognized as an increase or decrease to income tax expense in the period of a change in facts and circumstances. Interest and penalties related to income taxes are accounted for as income tax expense. |
Earnings per Share | Earnings per Share Basic earnings per share (“EPS”) are computed by dividing earnings by the weighted average number of common shares outstanding during the periods. Diluted EPS reflects the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Our dilutive common stock equivalent shares consist of stock options and restricted stock units outstanding under our stock-based incentive plans and are computed under the treasury stock method, using the average market price during the period. Performance-based restricted stock unit awards are included in the computation of diluted shares based on the probable outcome of the underlying performance conditions being achieved. The following table presents instruments which were not dilutive and were excluded from the computation of diluted EPS in each period, as well as the weighted average dilutive common stock equivalent shares which were included in the computation of diluted EPS: |
Stock-based Compensation | Stock-Based Compensation Pursuant to our stock-based incentive plans which are described more fully in Note 10, we grant stock options, restricted stock units, performance-based stock units (PSU's) 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 recognize forfeitures as they occur with a reduction in compensation expense in the period of forfeiture. We do not capitalize any material portion of our stock-based compensation. We recognize compensation expense for PSU's on a straight-line basis over the performance period based on the probable outcome of achievement of the financial targets. At the end of each reporting period, we estimate the number of PSU's expected to vest, based on the probability and extent to which the performance goals will be met, and take into account these estimates when calculating the expense for the period. If the number of shares expected to be earned changes during the performance period, we will make a cumulative adjustment to compensation expense based on the revised number of shares expected to be earned. We estimate the fair value of our stock options on the date of grant using the Black-Scholes option pricing model, which requires various assumptions such as expected term, expected stock price volatility and risk-free interest rate. We estimate the expected term of stock options granted taking into consideration historical data related to stock option exercises. We use historical stock price data in order to estimate the expected volatility factor of stock options granted. The risk-free interest rate for the periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate the estimates used, including but not limited to those related to revenue recognition, the allowance for doubtful accounts receivable, impairments of goodwill and other intangible assets, valuation of intangible assets acquired and contingent consideration liabilities assumed in business acquisitions, valuation of stock-based compensation awards and income taxes. Actual results could differ from these estimates. |
Fair Value Estimates | Fair Value Estimates ASC Topic 820, Fair Value Measurements and Disclosure (“Topic 820”), defines fair value, establishes a market-based framework or hierarchy for measuring fair value, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The guidance within Topic 820 is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. The fair value hierarchy prioritizes the inputs used in valuation techniques into three levels as follows: • Level 1 – unadjusted quoted prices for identical assets or liabilities in active markets; • Level 2 – quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation; and • Level 3 – unobservable inputs based upon the reporting entity’s internally developed assumptions which market participants would use in pricing the asset or liability. The carrying value of financial instruments including cash, accounts receivable, accounts payable and short-term borrowings approximate estimated market values because of short-term maturities and interest rates that approximate current rates. In addition, the fair value of our long-term debt approximated its carrying value as of December 31, 2017 as it bears interest at variable rates. Our fair value measurements related to goodwill, intangible assets and contingent consideration are recognized in connection with acquisitions and are valued using Level 3 inputs. |
Leases | Leases We lease various office space, machinery and equipment under noncancelable operating leases which have minimum lease obligations. Many of the leases contain provisions for rent escalations based on increases in real estate taxes and operating costs incurred by the lessor. Rent expense is recognized in the statements of operations as incurred except for escalating rents, which are expensed on a straight-line basis over the terms of the leases. |
Legal Expenses | Legal Expenses We are involved, from time to time, in litigation and proceedings arising out of the ordinary course of business. Costs for legal services rendered in the course of these proceedings are charged to expense as they are incurred. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. |
Accounting Standard Issued | Accounting Standards In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.2016-09, Compensation—Stock Compensation (Topic 718) ("ASU 2016-09"), which simplifies several areas of accounting for share-based compensation arrangements. Upon adoption, ASU 2016-09 requires that excess tax benefits or deficiencies for share-based payments be recorded as income tax expense or benefit and reflected within operating cash flows rather than being recorded within equity and reflected within financing cash flows. The standard also requires companies to make an accounting policy election on whether to account for forfeitures on share-based payments by 1) recognizing forfeitures as they occur; or 2) estimating the number of awards expected to be forfeited and periodically adjusting the estimate, as was previously required. The standard is effective for annual and interim reporting periods of public companies beginning after December 15, 2016, although early adoption was permitted. We adopted ASU 2016-09 on January 1, 2017 and elected to make an accounting policy change to recognize forfeitures as they occur. The impact of adoption on the condensed consolidated balance sheet was a cumulative-effect adjustment of $0.1 million , decreasing opening retained earnings. We recognized an income tax benefit of less than $0.1 million relating to excess tax benefits on stock-based compensation awards during the twelve months ended December 31, 2017 and could experience volatility in our effective income tax rate in the future as a result of this accounting change. We also elected to prospectively apply the change in presentation on the statement of cash flows and did not reclassify excess tax benefits on stock-based compensation from financing to operating cash flows for the prior period presented. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The ASU’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for public companies for annual and interim periods beginning after December 15, 2017. Companies can elect to apply the provisions of ASU 2014-09 either retrospectively to each prior reporting period presented or retrospectively with a cumulative effect adjustment recognized at the date of adoption. We adopted the standard effective January 1, 2018 using the modified retrospective approach with a cumulative effect adjustment on January 1, 2018. We estimate that the cumulative effect adjustment will result in a reduction to retained earnings ranging from approximately $0.3 million to $0.6 million . The primary impact of ASU No. 2014-09 on our financial statements is a change in revenue recognition on a small portion of our contracts from a proportional performance method, where revenue was previously recognized over contract performance, to a point in time method, where revenue is now recognized upon completion of our performance obligations. While we don't believe the adoption of ASU 2014-09 will materially impact our overall financial statements, the change in timing of revenue recognition on certain contracts could result in quarter to quarter fluctuations in revenue. In addition, the adoption of ASU 2014-09 included necessary changes to policies, processes and internal controls, as well as expanded disclosure requirements which will be included in our financial statements beginning with the first quarter ending March 31, 2018. In February 2016, the FASB issued ASU No. 2016-02, Leases . This standard will require all leases with durations greater than twelve months to be recognized on the balance sheet as a right-of-use asset and a lease liability. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. We plan to adopt the standard effective January 1, 2019. We are currently evaluating ASU No. 2016-02 and the impact of its adoption on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment . The standard will remove step 2 from the goodwill impairment test. Under the ASU, an entity should perform its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU No. 2017-04 is effective for public companies for annual reporting periods beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating ASU No. 2017-04 and the impact of its adoption on our consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities . The standard will ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness. ASU No. 2017-12 is effective for public companies for annual reporting periods beginning after December 15, 2018 but early adoption is permitted. We are currently evaluating ASU No. 2017-12 and the impact of its adoption on our consolidated financial statements. |
Description of Business and S26
Description of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Allowance for doubtful accounts activity | Activity in our allowance for doubtful accounts was comprised of the following for the periods indicated: Year ended December 31, 2017 2016 2015 (In thousands) Beginning balance $ 1,091 $ 1,856 $ 1,947 Additions 1,720 368 17 Deductions (319 ) (1,133 ) (108 ) Ending balance $ 2,492 $ 1,091 $ 1,856 |
Property, plant and equipment estimated useful lives | Depreciation of property, plant and equipment is recognized on a straight-line basis over the following estimated useful lives: Class of assets Useful life Buildings and improvements 5 to 40 years Machinery, equipment, and furniture and fixtures 3 to 10 years Leasehold improvements Shorter of asset life or term of lease |
Schedule of antidilutive securities excluded from computation of EPS | The following table presents instruments which were not dilutive and were excluded from the computation of diluted EPS in each period, as well as the weighted average dilutive common stock equivalent shares which were included in the computation of diluted EPS: Year ended December 31, 2017 2016 2015 (In thousands) Non-dilutive instruments 13 45 15 Dilutive common stock equivalents 125 95 154 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the purchase prices and purchase price allocations for the acquisitions completed during the year ended December 31, 2017. A description of the acquired businesses is summarized below the table. Acquired company YouTrain CLS Emantras McKinney Rogers Acquisition date 8/31/2017 8/31/2017 4/1/2017 2/1/2017 Cash purchase price $ 4,898 $ 436 $ 3,191 $ 3,259 Fair value of contingent consideration — 888 220 4,505 Working capital adjustment 180 — — — Total purchase price $ 5,078 $ 1,324 $ 3,411 $ 7,764 Purchase price allocation: Cash $ 673 $ — $ — $ — Accounts receivable and other assets 234 — — — Fixed assets 215 — 50 — Technology-related intangible assets — — — 2,704 Customer-related intangible assets 1,313 253 818 653 Marketing-related intangible assets (tradename) — — — 121 Goodwill 3,268 1,090 3,156 5,196 Total assets 5,703 1,343 4,024 8,674 Accounts payable and accrued expenses 348 19 558 44 Billings in excess of costs and estimated 28 — 55 866 Deferred tax liability 249 — — — Total liabilities 625 19 613 910 Net assets acquired $ 5,078 $ 1,324 $ 3,411 $ 7,764 The following table summarizes the purchase price and purchase price allocation for the acquisition (dollars in thousands). Cash purchase price $ 4,639 Fair value of contingent consideration 5,166 Total purchase price $ 9,805 Amortization Purchase price allocation: Period Fixed assets $ 63 Customer-related intangible assets 1,219 4 years Marketing-related intangible assets (tradename) 124 2 years Technology-related intangible assets 649 3 years Goodwill 8,111 Total assets 10,166 Accrued expenses 38 Billings in excess of costs and estimated 323 Total liabilities 361 Net assets acquired $ 9,805 |
Schedule of Changes in Contingent Consideration Liabilities | Below is a summary of the changes in the recorded amount of contingent consideration liabilities from December 31, 2016 to December 31, 2017 for each acquisition (dollars in thousands): Liability as of 2017 Additions Change in Fair Value of Contingent Foreign Currency 2017 Liability as of Acquisition: Dec. 31, 2016 Consideration Translation Dec. 31, 2017 Maverick $ 5,258 — 819 — (4,098 ) $ 1,979 McKinney Rogers — 4,505 (2,037 ) — (967 ) 1,501 Emantras — 220 (144 ) — — 76 CLS — 888 (258 ) 39 — 669 $ 5,258 $ 5,613 $ (1,620 ) $ 39 (5,065 ) $ 4,225 |
Goodwill & Other Intangible A28
Goodwill & Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill by reportable business segment for the years ended December 31, 2017 and 2016 were as follows (in thousands): Professional Sandy Performance Learning & Technical Training & Readiness Solutions Services Marketing Solutions Total Net book value at January 1, 2016 Goodwill $ 51,901 $ 51,532 $ 6,161 $ 27,798 $ 137,392 Accumulated impairment losses (2,079 ) (7,830 ) (5,508 ) — (15,417 ) Total 49,822 43,702 653 27,798 121,975 2016 Activity: Foreign currency translation (2,571 ) (1,338 ) — (233 ) (4,142 ) Net book value at December 31, 2016 Goodwill 51,158 50,194 6,161 35,676 143,189 Accumulated impairment losses (2,079 ) (7,830 ) (5,508 ) — (15,417 ) Total 49,079 42,364 653 35,676 127,772 2017 Activity: Acquisitions 6,424 — — 6,286 12,710 Foreign currency translation 3,366 679 — 308 4,353 Net book value at December 31, 2017 Goodwill 60,948 50,873 6,161 42,270 160,252 Accumulated impairment losses (2,079 ) (7,830 ) (5,508 ) — (15,417 ) Total $ 58,869 $ 43,043 $ 653 $ 42,270 $ 144,835 |
Schedule of Finite-Lived Intangible Assets | Intangible assets with finite lives are subject to amortization over their estimated useful lives. The primary assets included in this category and their respective balances were as follows (in thousands): December 31, 2017 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Customer relationships $ 16,330 $ (11,140 ) $ 5,190 Intellectual property and other 4,298 (1,125 ) 3,173 $ 20,628 $ (12,265 ) $ 8,363 December 31, 2016 Customer relationships $ 14,595 $ (9,855 ) $ 4,740 Intellectual property and other 2,311 (1,226 ) 1,085 $ 16,906 $ (11,081 ) $ 5,825 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense for intangible assets included in our consolidated balance sheet as of December 31, 2017 is as follows (in thousands): Fiscal year ending: 2018 $ 3,180 2019 2,264 2020 1,597 2021 1,082 2022 240 Total $ 8,363 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consisted of the following (in thousands): December 31, 2017 2016 Machinery, equipment and vehicles $ 16,078 $ 14,810 Furniture and fixtures 3,090 3,118 Leasehold improvements 1,967 1,823 Buildings 331 302 21,466 20,053 Accumulated depreciation and amortization (16,343 ) (15,506 ) $ 5,123 $ 4,547 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | As of December 31, 2017 , our future minimum payments of long-term debt are as follows (in thousands): Fiscal year ending: 2018 $ 12,000 2019 12,000 2020 4,000 Total $ 28,000 |
Accounts Payable and Accrued 31
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following (in thousands): December 31, 2017 2016 Trade accounts payable $ 24,189 $ 14,534 Accrued salaries, vacation and benefits 22,205 18,049 Other accrued expenses 26,256 23,379 Accrued contingent consideration 2,724 3,590 Negative cash book balance 2,906 5,044 $ 78,280 $ 64,596 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income taxes | The components of income before income taxes and income tax expense for the years ended December 31, 2017 , 2016 and 2015 are as follows (in thousands): Years ended December 31, 2017 2016 2015 Income before income taxes: Domestic $ 2,901 $ 13,988 $ 18,656 Foreign 16,788 16,046 10,967 Total income before income taxes $ 19,689 $ 30,034 $ 29,623 Income tax expense (benefit): Current: Federal $ 3,210 $ 5,511 $ 6,802 State and local 256 1,152 1,418 Foreign 3,645 4,885 3,710 Total current 7,111 11,548 11,930 Deferred: Federal (241 ) (1,039 ) (198 ) State and local (176 ) 56 23 Foreign 104 (778 ) (921 ) Total deferred (313 ) (1,761 ) (1,096 ) Total income tax expense $ 6,798 $ 9,787 $ 10,834 |
Schedule of effective income tax rate reconciliation | The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before income taxes. The sources and tax effects of the differences are as follows: December 31, 2017 2016 2015 Federal income tax rate 35.0 % 35.0 % 35.0 % State and local taxes net of federal benefit 0.2 2.4 3.2 Domestic production deduction (1.1 ) (0.6 ) (0.6 ) Foreign tax rate differential (8.8 ) (5.8 ) (4.3 ) Permanent differences (6.2 ) 4.8 2.1 Other (0.9 ) (3.2 ) 1.2 Tax Cuts and Jobs Act of 2017 16.3 — — Effective tax rate 34.5 % 32.6 % 36.6 % |
Schedule of deferred tax assets and liabilities | Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Allowance for doubtful accounts $ 559 $ 357 Accrued liabilities and other 2,173 3,156 Stock-based compensation expense 599 910 Net federal, state and foreign operating loss carryforwards 1,432 1,292 Foreign tax credit carryforwards — 1,207 Deferred tax assets 4,763 6,922 Valuation allowance on deferred tax assets (1,502 ) (1,320 ) Deferred tax liabilities: Intangible assets, property and equipment, principally due to difference in depreciation and amortization 5,312 7,668 Net deferred tax liabilities $ (2,051 ) $ (2,066 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Pre-tax Stock-based Compensation | The following table summarizes the pre-tax stock-based compensation expense included in reported net income (in thousands): Years ended December 31, 2017 2016 2015 Cost of revenue $ 2,832 $ 2,545 $ 2,366 Selling, general and administrative expenses 757 684 684 Total stock-based compensation expense $ 3,589 $ 3,229 $ 3,050 |
Schedule of Non-qualified Stock Option Activity | Summarized information for our non-qualified stock options is as follows: Stock Options Number of options Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding at December 31, 2016 67,550 $ 15.34 Granted — — Exercised (64,050 ) 15.12 Forfeited (100 ) 19.38 Expired (400 ) 19.38 Outstanding at December 31, 2017 3,000 $ 19.38 0.77 $ 12,000 Exercisable at December 31, 2017 3,000 $ 19.38 0.77 $ 12,000 |
Schedule of Restricted Stock Units Activity | Summarized share information for our restricted stock units is as follows: Year ended December 31, 2017 Weighted average grant date fair value (In shares) (In dollars) Outstanding and unvested, beginning of period 207,016 $ 29.85 Granted 55,350 24.62 Vested (105,915 ) 28.15 Forfeited (8,217 ) 24.84 Outstanding and unvested, end of period 148,234 $ 29.39 |
Schedule of Performance Restricted Stock Unit Activity | Summarized share information for our performance-based restricted stock units is as follows: Year ended December 31, 2017 Weighted average grant date fair value (In shares) (In dollars) Outstanding and unvested, beginning of period 124,394 $ 31.08 Granted 104,590 23.65 Vested — — Forfeited (39,916 ) 27.74 Outstanding and unvested, end of period 189,068 $ 27.68 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The following table sets forth the revenue and operating results attributable to each reportable segment and includes a reconciliation of segment revenue to consolidated revenue and operating results to consolidated income before income tax expense (in thousands): Years ended December 31, 2017 2016 2015 Revenue: Learning Solutions $ 214,820 $ 208,998 $ 207,039 Professional & Technical Services 101,051 101,907 119,092 Sandy Training & Marketing 101,104 101,768 87,567 Performance Readiness Solutions 92,233 77,886 76,582 $ 509,208 $ 490,559 $ 490,280 Gross Profit: Learning Solutions $ 38,971 $ 38,954 $ 36,223 Professional & Technical Services 14,426 15,803 23,621 Sandy Training & Marketing 14,524 14,181 11,321 Performance Readiness Solutions 14,106 11,219 10,827 Total gross profit 82,027 80,157 81,992 Selling, general and administrative expenses 57,419 48,597 47,748 Restructuring charges 3,317 — 1,551 Gain (loss) on change in fair value of contingent consideration, net 1,620 (136 ) (371 ) Operating income 22,911 31,424 32,322 Interest expense 3,132 1,568 1,381 Other (expense) income (90 ) 178 (1,318 ) Income before income tax expense $ 19,689 $ 30,034 $ 29,623 |
Additional Information Relating To Business Segments | Additional information relating to our business segments is as follows (in thousands): December 31, 2017 2016 Identifiable assets: Learning Solutions $ 170,093 $ 147,595 Professional & Technical Services 87,014 80,033 Sandy Training & Marketing 29,957 25,804 Performance Readiness Solutions 77,943 62,169 Total assets $ 365,007 $ 315,601 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | Corporate and other assets which consist primarily of cash, 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, 2017 2016 2015 Additions to property, plant and equipment: Learning Solutions $ 1,174 $ 548 $ 768 Professional & Technical Services 480 146 269 Sandy Training & Marketing 70 13 77 Performance Readiness Solutions 73 39 496 Corporate and other 937 656 747 $ 2,734 $ 1,402 $ 2,357 Depreciation and amortization: Learning Solutions $ 2,225 $ 2,403 $ 3,189 Professional & Technical Services 749 797 1,152 Sandy Training & Marketing 439 429 465 Performance Readiness Solutions 2,023 1,530 1,446 Corporate and other 1,538 1,303 1,613 $ 6,974 $ 6,462 $ 7,865 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Information about our total assets in different geographic regions is as follows (in thousands): December 31, 2017 2016 United States $ 215,523 $ 195,693 United Kingdom 75,862 59,018 Other 73,622 60,890 $ 365,007 $ 315,601 Information about our revenue in different geographic regions, which is attributable to our operations located primarily in the United States, United Kingdom and other countries is as follows (in thousands): Years ended December 31, 2017 2016 2015 United States $ 350,632 $ 339,329 $ 341,581 United Kingdom 100,466 93,017 98,991 Other 58,110 58,213 49,708 $ 509,208 $ 490,559 $ 490,280 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 , and the level they fall within the fair value hierarchy (in thousands): Fair Value Fair Value December 31, Description of Financial Instrument Financial Statement Classification Hierarchy 2017 2016 Contingent consideration Accounts payable and accrued expenses Level 3 $ 2,724 $ 3,590 Contingent consideration Other noncurrent liabilities Level 3 1,502 1,669 Interest rate swap agreement Other assets Level 2 88 — Interest rate cap agreement Other assets Level 2 285 — |
Commitments, Guarantees, and 36
Commitments, Guarantees, and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Minimum rentals under long-term operating leases are as follows (in thousands): Fiscal year ending: Real property Machinery and equipment Total 2018 $ 8,659 $ 994 $ 9,653 2019 7,364 464 7,828 2020 5,303 109 5,412 2021 3,868 23 3,891 2022 3,094 5 3,099 Thereafter 6,942 — 6,942 Total $ 35,230 $ 1,595 $ 36,825 |
Quarterly Information (unaudi37
Quarterly Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Our quarterly financial information has not been audited but, in management’s opinion, includes all adjustments necessary for a fair presentation. (In thousands) Three months ended Year ended 2017 March 31 June 30 September 30 December 31 December 31 Revenue $ 122,447 $ 131,161 $ 124,097 $ 131,503 509,208 Gross profit 19,388 22,435 18,646 21,558 82,027 Net income 4,086 5,863 3,281 (a) (339 ) (a) 12,891 Earnings per share: Basic $ 0.24 $ 0.35 $ 0.20 $ (0.02 ) $ 0.77 Diluted $ 0.24 $ 0.35 $ 0.19 $ (0.02 ) $ 0.76 2016 Revenue $ 115,756 $ 125,542 $ 121,978 $ 127,283 $ 490,559 Gross profit 17,927 20,344 20,004 21,882 80,157 Net income 3,800 4,913 4,802 6,732 20,247 Earnings per share: Basic $ 0.23 $ 0.29 $ 0.29 $ 0.40 $ 1.21 Diluted $ 0.23 $ 0.29 $ 0.29 $ 0.40 $ 1.21 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. (a) Includes a $ 2.6 million gross profit reduction in the third quarter ended September 30, 2017 due to a contract performance dispute resulting in an increase in estimated costs to complete a project for a foreign oil and gas client. During the fourth quarter ended December 31, 2017, the client terminated the contract and we incurred a $1.8 million loss in the fourth quarter of 2017, of which $0.5 million is reflected as a reduction to gross profit and $1.3 million is included in SG&A expense and represents a bad debt reserve relating to accounts receivable from the client. |
Description of Business and S38
Description of Business and Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect adjustment of adopting ASU 2016-09 | $ 97 | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Beginning balance | $ 1,091 | $ 1,856 | $ 1,947 | |
Additions | 1,720 | 368 | 17 | |
Deductions | (319) | (1,133) | (108) | |
Ending balance | $ 2,492 | $ 1,091 | $ 1,856 | |
Retained Earnings | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect adjustment of adopting ASU 2016-09 | (137) | |||
Accounting Standards Update 2016-09 | Retained Earnings | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect adjustment of adopting ASU 2016-09 | $ 100 |
Description of Business and S39
Description of Business and Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2017 | |
Significant Accounting Policies [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 97 | ||||
Effective Income Tax Rate Reconciliation, Share-based Compensation, Excess Tax Benefit, Amount | $ 100 | ||||
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 | ||||
Retained Earnings | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | (137) | ||||
Accounting Standards Update 2016-09 | Retained Earnings | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 100 | ||||
Accounting Standards Update 2014-09 [Member] | Retained Earnings | Maximum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 600 | ||||
Accounting Standards Update 2014-09 [Member] | Retained Earnings | Minimum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 300 | ||||
Sales Revenue, Net [Member] | Automotive Industry [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 22.00% | 22.00% | 19.00% | ||
Sales Revenue, Net [Member] | Automotive Industry [Member] | Single Automotive Customer [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 13.00% | 13.00% |
Description of Business and S40
Description of Business and Significant Accounting Policies (Details 2) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Non-dilutive instruments | 13 | 45 | 15 |
Dilutive common stock equivalents | 125 | 95 | 154 |
Description of Business and S41
Description of Business and Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2017 | |
Concentration Risk [Line Items] | ||||||
Accounts and other receivables | $ 119,335 | $ 119,335 | $ 105,549 | |||
Negative cash book balance | $ 2,906 | 2,906 | 5,044 | |||
Revenue and gross profit reduction related to contract | $ 2,600 | |||||
Foreign currency transaction loss | $ 300 | $ 200 | $ 2,000 | |||
Ownership percentage | 10.00% | 10.00% | ||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 97 | |||||
Single Automotive Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Maximum concentration risk percentage | 10.00% | |||||
Selling, General and Administrative Expenses [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Bad debt reserve | $ 1,300 | |||||
Accounts Receivable [Member] | Automotive Industry [Member] | Single Automotive Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 15.00% | |||||
Accounts and other receivables | 18,300 | $ 18,300 | ||||
Accounts Receivable [Member] | Financial & Insurance Industry [Member] | Single Financial Services Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 16.00% | |||||
Accounts and other receivables | $ 26,100 | $ 26,100 | ||||
Sales Revenue, Net [Member] | Automotive Industry [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 22.00% | 22.00% | 19.00% | |||
Sales Revenue, Net [Member] | Automotive Industry [Member] | Single Automotive Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 13.00% | 13.00% | ||||
Sales Revenue, Net [Member] | Financial & Insurance Industry [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 20.00% | 21.00% | 21.00% | |||
Sales Revenue, Net [Member] | Financial & Insurance Industry [Member] | Single Financial Services Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 14.00% | 15.00% | ||||
Retained Earnings | ||||||
Concentration Risk [Line Items] | ||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ (137) |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Aug. 31, 2017 | Apr. 01, 2017 | Feb. 01, 2017 | Oct. 01, 2016 | Jul. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 20,130 | $ 20,130 | |||||||
Purchase price allocation: | |||||||||
Goodwill | 144,835 | $ 144,835 | $ 127,772 | $ 121,975 | |||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years 4 months | ||||||||
Contingent Consideration Liability, Payments | $ 5,065 | ||||||||
Contingent Consideration Payments | 4,657 | $ 2,244 | $ 2,284 | ||||||
YouTrain [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | $ 4,898 | ||||||||
Fair value of contingent consideration | 0 | ||||||||
Total purchase price | 5,078 | ||||||||
Purchase price allocation: | |||||||||
Fixed assets | 215 | ||||||||
Goodwill | 3,268 | ||||||||
Total assets | 5,703 | ||||||||
Accrued expenses | 348 | ||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 28 | ||||||||
Total liabilities | 625 | ||||||||
Net assets acquired | 5,078 | ||||||||
YouTrain [Member] | Marketing-Related Intangible Assets [Member] | |||||||||
Purchase price allocation: | |||||||||
Intangible assets | 0 | ||||||||
YouTrain [Member] | Technology-Based Intangible Assets [Member] | |||||||||
Purchase price allocation: | |||||||||
Intangible assets | 0 | ||||||||
Maverick Solutions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | $ 4,639 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 5,902 | 5,902 | |||||||
Number of Twelve-Month Earnings Target Measurement Periods | 2 years | ||||||||
Fair value of contingent consideration | $ 5,166 | ||||||||
Total purchase price | 9,805 | ||||||||
Purchase price allocation: | |||||||||
Fixed assets | 63 | ||||||||
Goodwill | 8,111 | ||||||||
Total assets | 10,166 | ||||||||
Accrued expenses | 38 | ||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 323 | ||||||||
Total liabilities | 361 | ||||||||
Net assets acquired | 9,805 | ||||||||
Contingent Consideration Liability, Payments | 4,098 | ||||||||
Contingent Consideration Payments | 4,100 | ||||||||
Maverick Solutions [Member] | Customer-related intangible assets [Member] | |||||||||
Purchase price allocation: | |||||||||
Intangible assets | $ 1,219 | ||||||||
Acquired finite-lived intangible assets, weighted average useful life | 4 years | ||||||||
Maverick Solutions [Member] | Marketing-Related Intangible Assets [Member] | |||||||||
Purchase price allocation: | |||||||||
Intangible assets | $ 124 | ||||||||
Acquired finite-lived intangible assets, weighted average useful life | 2 years | ||||||||
Maverick Solutions [Member] | Technology-Based Intangible Assets [Member] | |||||||||
Purchase price allocation: | |||||||||
Intangible assets | $ 649 | ||||||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | ||||||||
CLS [Member] [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | 436 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 2,200 | 2,228 | 2,228 | ||||||
Fair value of contingent consideration | 888 | ||||||||
Total purchase price | 1,324 | ||||||||
Purchase price allocation: | |||||||||
Fixed assets | 0 | ||||||||
Goodwill | 1,090 | ||||||||
Total assets | 1,343 | ||||||||
Accrued expenses | 19 | ||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 0 | ||||||||
Total liabilities | 19 | ||||||||
Net assets acquired | 1,324 | ||||||||
Contingent Consideration Liability, Payments | 0 | ||||||||
CLS [Member] [Member] | Marketing-Related Intangible Assets [Member] | |||||||||
Purchase price allocation: | |||||||||
Intangible assets | 0 | ||||||||
CLS [Member] [Member] | Technology-Based Intangible Assets [Member] | |||||||||
Purchase price allocation: | |||||||||
Intangible assets | $ 0 | ||||||||
Emantras [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | $ 3,191 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 300 | ||||||||
Fair value of contingent consideration | 220 | ||||||||
Total purchase price | 3,411 | ||||||||
Purchase price allocation: | |||||||||
Fixed assets | 50 | ||||||||
Goodwill | 3,156 | ||||||||
Total assets | 4,024 | ||||||||
Accrued expenses | 558 | ||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 55 | ||||||||
Total liabilities | 613 | ||||||||
Net assets acquired | 3,411 | ||||||||
Contingent Consideration Liability, Payments | 0 | ||||||||
Emantras [Member] | Marketing-Related Intangible Assets [Member] | |||||||||
Purchase price allocation: | |||||||||
Intangible assets | 0 | ||||||||
Emantras [Member] | Technology-Based Intangible Assets [Member] | |||||||||
Purchase price allocation: | |||||||||
Intangible assets | $ 0 | ||||||||
McKinney Rogers [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | $ 3,259 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 18,000 | $ 12,000 | 12,000 | ||||||
Number of Twelve-Month Earnings Target Measurement Periods | 3 years | ||||||||
Business Combination, Contingent Consideration, Term of Earnings Targets | 5 months | ||||||||
Fair value of contingent consideration | $ 4,505 | ||||||||
Total purchase price | 7,764 | ||||||||
Purchase price allocation: | |||||||||
Fixed assets | 0 | ||||||||
Goodwill | 5,196 | ||||||||
Total assets | 8,674 | ||||||||
Accrued expenses | 44 | ||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 866 | ||||||||
Total liabilities | 910 | ||||||||
Net assets acquired | 7,764 | ||||||||
Contingent Consideration Liability, Payments | $ 967 | ||||||||
McKinney Rogers [Member] | Marketing-Related Intangible Assets [Member] | |||||||||
Purchase price allocation: | |||||||||
Intangible assets | 121 | ||||||||
McKinney Rogers [Member] | Technology-Based Intangible Assets [Member] | |||||||||
Purchase price allocation: | |||||||||
Intangible assets | 2,704 | ||||||||
Target Earnings Measurement Period One [Member] | McKinney Rogers [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Contingent Consideration, Amount Contingent Upon Achievement of Certain Earnings Targets | 6,000 | ||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 1,000 | ||||||||
Target Earnings Measurement Period Two [Member] | McKinney Rogers [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Contingent Consideration, Amount Contingent Upon Achievement of Certain Earnings Targets | $ 12,000 |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Purchase price allocation: | |||
Goodwill | $ 144,835 | $ 127,772 | $ 121,975 |
Acquisitions (Details 2)
Acquisitions (Details 2) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Change in Contingent Consideration [Roll Forward] | |
Beginning balance of liability | $ 5,258 |
2016 Additions | 5,613 |
2016 Payments | (5,065) |
Change in Fair Value of Contingent Consideration | (1,620) |
Foreign Currency Translation | 39 |
Ending balance of liability | 4,225 |
Maverick Solutions [Member] | |
Change in Contingent Consideration [Roll Forward] | |
Beginning balance of liability | 5,258 |
2016 Additions | 0 |
2016 Payments | (4,098) |
Change in Fair Value of Contingent Consideration | 819 |
Foreign Currency Translation | 0 |
Ending balance of liability | 1,979 |
McKinney Rogers [Member] | |
Change in Contingent Consideration [Roll Forward] | |
Beginning balance of liability | 0 |
2016 Additions | 4,505 |
2016 Payments | (967) |
Change in Fair Value of Contingent Consideration | (2,037) |
Foreign Currency Translation | 0 |
Ending balance of liability | 1,501 |
Emantras [Member] | |
Change in Contingent Consideration [Roll Forward] | |
Beginning balance of liability | 0 |
2016 Additions | 220 |
2016 Payments | 0 |
Change in Fair Value of Contingent Consideration | (144) |
Foreign Currency Translation | 0 |
Ending balance of liability | 76 |
CLS [Member] [Member] | |
Change in Contingent Consideration [Roll Forward] | |
Beginning balance of liability | 0 |
2016 Additions | 888 |
2016 Payments | 0 |
Change in Fair Value of Contingent Consideration | (258) |
Foreign Currency Translation | 39 |
Ending balance of liability | $ 669 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) $ in Thousands | Aug. 31, 2017 | Apr. 01, 2017 | Feb. 01, 2017 | Oct. 01, 2016 | Mar. 01, 2016 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years 4 months | ||||||||
Goodwill | $ 144,835 | $ 144,835 | $ 127,772 | $ 121,975 | |||||
Accounts payable and accrued liability | 2,700 | 2,700 | 3,600 | ||||||
Business acquisition contingent consideration, other long term liability | 1,500 | $ 1,500 | $ 1,700 | ||||||
YouTrain [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | $ 4,898 | ||||||||
Consideration transferred, completion accounts payment | $ 200 | ||||||||
Fair value of contingent consideration | 0 | ||||||||
Goodwill | 3,268 | ||||||||
Business Combination, Consideration Transferred, Estimated Completion Accounts Payment | 180 | ||||||||
Business Combination, Consideration Transferred | 5,078 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 673 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 234 | ||||||||
Fixed assets | 215 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 5,703 | ||||||||
Accrued expenses | 348 | ||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 28 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 249 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 625 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 5,078 | ||||||||
YouTrain [Member] | Technology-Based Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 0 | ||||||||
YouTrain [Member] | Customer-Related Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,313 | ||||||||
YouTrain [Member] | Marketing-Related Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 0 | ||||||||
CLS [Member] [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | 436 | ||||||||
Fair value of contingent consideration | 888 | ||||||||
Goodwill | 1,090 | ||||||||
Business Combination, Consideration Transferred, Estimated Completion Accounts Payment | 0 | ||||||||
Business Combination, Consideration Transferred | 1,324 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 0 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 0 | ||||||||
Fixed assets | 0 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 1,343 | ||||||||
Accrued expenses | 19 | ||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 0 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 0 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 19 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 1,324 | ||||||||
CLS [Member] [Member] | Technology-Based Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 0 | ||||||||
CLS [Member] [Member] | Customer-Related Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 253 | ||||||||
CLS [Member] [Member] | Marketing-Related Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 0 | ||||||||
Emantras [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | $ 3,191 | ||||||||
Fair value of contingent consideration | 220 | ||||||||
Goodwill | 3,156 | ||||||||
Business Combination, Consideration Transferred, Estimated Completion Accounts Payment | 0 | ||||||||
Business Combination, Consideration Transferred | 3,411 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 0 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 0 | ||||||||
Fixed assets | 50 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 4,024 | ||||||||
Accrued expenses | 558 | ||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 55 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 0 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 613 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 3,411 | ||||||||
Emantras [Member] | Technology-Based Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 0 | ||||||||
Emantras [Member] | Customer-Related Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 818 | ||||||||
Emantras [Member] | Marketing-Related Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 0 | ||||||||
Jencal Training [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | $ 2,500 | ||||||||
Additional consideration contingent on achieving certain earnings targets | 200 | ||||||||
Goodwill | 1,800 | ||||||||
Jencal Training [Member] | Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortizable intangible assets | $ 1,400 | ||||||||
Acquired finite-lived intangible assets, weighted average useful life | 4 years | ||||||||
Maverick Solutions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | $ 4,639 | ||||||||
Fair value of contingent consideration | 5,166 | ||||||||
Additional consideration contingent on achieving certain earnings targets | 10,000 | ||||||||
Goodwill | 8,111 | ||||||||
Business Combination, Consideration Transferred | 9,805 | ||||||||
Fixed assets | 63 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 10,166 | ||||||||
Accrued expenses | 38 | ||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 323 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 361 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 9,805 | ||||||||
Maverick Solutions [Member] | Technology-Based Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 649 | ||||||||
Maverick Solutions [Member] | Marketing-Related Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired finite-lived intangible assets, weighted average useful life | 2 years | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 124 | ||||||||
McKinney Rogers [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | $ 3,259 | ||||||||
Fair value of contingent consideration | 4,505 | ||||||||
Goodwill | 5,196 | ||||||||
Business Combination, Consideration Transferred, Estimated Completion Accounts Payment | 0 | ||||||||
Business Combination, Consideration Transferred | 7,764 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 0 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 0 | ||||||||
Fixed assets | 0 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 8,674 | ||||||||
Accrued expenses | 44 | ||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 866 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 0 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 910 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 7,764 | ||||||||
McKinney Rogers [Member] | Technology-Based Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,704 | ||||||||
McKinney Rogers [Member] | Customer-Related Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 653 | ||||||||
McKinney Rogers [Member] | Marketing-Related Intangible Assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 121 |
Acquisitions (Details 3)
Acquisitions (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2017 | Feb. 01, 2017 | Oct. 01, 2016 | Mar. 01, 2016 | |
Business Acquisition [Line Items] | ||||||||
Contingent consideration | $ 4,225,000 | $ 4,225,000 | $ 5,258,000 | |||||
Business acquisition contingent consideration, other long term liability | 1,500,000 | 1,500,000 | 1,700,000 | |||||
Contingent Consideration Payments | 4,657,000 | 2,244,000 | $ 2,284,000 | |||||
Contingent Consideration Liability, Payments | 5,065,000 | |||||||
Original range of potential undiscounted payments maximum | 20,130,000 | 20,130,000 | ||||||
Maximum contingent consideration due in 2015 | 12,130,000 | 12,130,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Range Of Outcomes, Value, High, Year Two | 4,000,000 | 4,000,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Range Of Outcomes, Value, High, Thereafter | 4,000,000 | 4,000,000 | ||||||
Maverick Solutions [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration | 1,979,000 | 1,979,000 | 5,258,000 | |||||
Contingent Consideration Payments | 4,100,000 | |||||||
Contingent Consideration Liability, Payments | 4,098,000 | |||||||
Original range of potential undiscounted payments maximum | 5,902,000 | 5,902,000 | ||||||
Maximum contingent consideration due in 2015 | 5,902,000 | 5,902,000 | ||||||
Maximum contingent consideration due in Total | $ 10,000,000 | |||||||
Business Combination, Contingent Consideration Arrangements, Range Of Outcomes, Value, High, Year Two | 0 | 0 | ||||||
Business Combination, Contingent Consideration Arrangements, Range Of Outcomes, Value, High, Thereafter | 0 | 0 | ||||||
Maverick Solutions [Member] | Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Original range of potential undiscounted payments | 0 | 0 | ||||||
Maverick Solutions [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Original range of potential undiscounted payments | 10,000,000 | 10,000,000 | ||||||
McKinney Rogers [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration | 1,501,000 | 1,501,000 | 0 | |||||
Contingent Consideration Liability, Payments | 967,000 | |||||||
Original range of potential undiscounted payments maximum | 12,000,000 | 12,000,000 | $ 18,000,000 | |||||
Maximum contingent consideration due in 2015 | 4,000,000 | 4,000,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Range Of Outcomes, Value, High, Year Two | 4,000,000 | 4,000,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Range Of Outcomes, Value, High, Thereafter | 4,000,000 | 4,000,000 | ||||||
McKinney Rogers [Member] | Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Original range of potential undiscounted payments | 0 | 0 | ||||||
McKinney Rogers [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Original range of potential undiscounted payments | 18,000,000 | 18,000,000 | ||||||
CLS [Member] [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration | 669,000 | 669,000 | $ 0 | |||||
Contingent Consideration Liability, Payments | 0 | |||||||
Original range of potential undiscounted payments maximum | 2,228,000 | 2,228,000 | $ 2,200,000 | |||||
Maximum contingent consideration due in 2015 | 2,228,000 | 2,228,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Range Of Outcomes, Value, High, Year Two | 0 | 0 | ||||||
Business Combination, Contingent Consideration Arrangements, Range Of Outcomes, Value, High, Thereafter | 0 | 0 | ||||||
CLS [Member] [Member] | Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Original range of potential undiscounted payments | 0 | 0 | ||||||
CLS [Member] [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Original range of potential undiscounted payments | $ 2,228,000 | $ 2,228,000 | ||||||
Jencal Training [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Maximum contingent consideration due in Total | $ 200,000 |
Goodwill & Other Intangible A47
Goodwill & Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | |||
Goodwill | $ 160,252 | $ 143,189 | $ 137,392 |
Accumulated impairment losses | (15,417) | (15,417) | (15,417) |
Acquisitions | 12,710 | ||
Foreign currency translation | 4,353 | (4,142) | |
Total | 144,835 | 127,772 | 121,975 |
Learning Solutions [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill | 60,948 | 51,158 | 51,901 |
Accumulated impairment losses | (2,079) | (2,079) | (2,079) |
Acquisitions | 6,424 | ||
Foreign currency translation | 3,366 | (2,571) | |
Total | 58,869 | 49,079 | 49,822 |
Professional and Technical Services [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill | 50,873 | 50,194 | 51,532 |
Accumulated impairment losses | (7,830) | (7,830) | (7,830) |
Acquisitions | 0 | ||
Foreign currency translation | 679 | (1,338) | |
Total | 43,043 | 42,364 | 43,702 |
Sandy Training and Marketing [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill | 6,161 | 6,161 | 6,161 |
Accumulated impairment losses | (5,508) | (5,508) | (5,508) |
Acquisitions | 0 | ||
Foreign currency translation | 0 | 0 | |
Total | 653 | 653 | 653 |
Performance Readiness Group [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill | 42,270 | 35,676 | 27,798 |
Accumulated impairment losses | 0 | 0 | 0 |
Acquisitions | 6,286 | ||
Foreign currency translation | 308 | (233) | |
Total | $ 42,270 | $ 35,676 | $ 27,798 |
Goodwill & Other Intangible A48
Goodwill & Other Intangible Assets (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 20,628 | $ 16,906 |
Accumulated Amortization | (12,265) | (11,081) |
Net Carrying Amount | 8,363 | 5,825 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 16,330 | 14,595 |
Accumulated Amortization | (11,140) | (9,855) |
Net Carrying Amount | 5,190 | 4,740 |
Intellectual property and other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,298 | 2,311 |
Accumulated Amortization | (1,125) | (1,226) |
Net Carrying Amount | $ 3,173 | $ 1,085 |
Goodwill & Other Intangible A49
Goodwill & Other Intangible Assets (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 3,180 | |
2,018 | 2,264 | |
2,019 | 1,597 | |
2,020 | 1,082 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 240 | |
Total | $ 8,363 | $ 5,825 |
Goodwill & Other Intangible A50
Goodwill & Other Intangible Assets (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 4 | $ 3.5 | $ 4.1 |
Acquired finite-lived intangible assets, weighted average useful life | 3 years 4 months |
Property, Plant and Equipment51
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Machinery, equipment and vehicles | $ 16,078 | $ 14,810 |
Furniture and fixtures | 3,090 | 3,118 |
Leasehold improvements | 1,967 | 1,823 |
Buildings | 331 | 302 |
Property, Plant and Equipment, Gross, Total | 21,466 | 20,053 |
Accumulated depreciation and amortization | (16,343) | (15,506) |
Property, Plant and Equipment, Net, Total | $ 5,123 | $ 4,547 |
Property, Plant and Equipment52
Property, Plant and Equipment (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 2.6 | $ 2.9 | $ 3.5 |
Debt (Details)
Debt (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 12,000 |
2,019 | 12,000 |
2,020 | 4,000 |
Total | $ 28,000 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | Dec. 15, 2016 | Apr. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 01, 2017 |
Short-term Debt [Line Items] | |||||||
Outstanding borrowings | $ 37,696,000 | $ 37,696,000 | $ 17,694,000 | ||||
Long-term debt | 28,000,000 | 28,000,000 | |||||
Derivative, notional amount | $ 20,000,000 | $ 37,000,000 | |||||
Derivative, fixed interest rate | 1.59% | ||||||
Derivative assets (liabilities), at fair value, net | 100,000 | 100,000 | |||||
Payments for hedge | $ 500,000 | 474,000 | $ 0 | $ 0 | |||
Interest Rate Cap [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Derivative assets (liabilities), at fair value, net | 300,000 | 300,000 | |||||
London Interbank Offered Rate (LIBOR) [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Derivative, cap interest rate | 2.00% | ||||||
Term Loan [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Long-term debt principal | $ 11,100,000 | ||||||
Revolving Credit Facility [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Outstanding borrowings | $ 28,900,000 | 37,700,000 | 37,700,000 | ||||
Available borrowing capacity | 57,000,000 | $ 57,000,000 | |||||
Interest rate during period (percent) | 2.80% | 2.20% | |||||
Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Spread on variable rate (percent) | 2.50% | ||||||
Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Spread on variable rate (percent) | 1.25% | ||||||
Credit Agreement [Member] | Term Loan [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Long-term debt principal | $ 40,000,000 | ||||||
Periodic principal payments | 1,000,000 | ||||||
Long-term debt | $ 28,000,000 | $ 28,000,000 | |||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Maximum borrowing capacity | $ 100,000,000 |
Accounts Payable and Accrued 55
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 24,189 | $ 14,534 |
Accrued salaries, vacation and benefits | 22,205 | 18,049 |
Other accrued expenses | 26,256 | 23,379 |
Accrued contingent consideration | 2,724 | 3,590 |
Negative cash book balance | 2,906 | 5,044 |
Accounts Payable and Accrued Liabilities, Current, Total | $ 78,280 | $ 64,596 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Value of contributed shares | $ 2,725 | $ 2,708 | $ 2,711 |
Domestic Plan [Member] | GP Retirement Savings Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Discretionary contribution shares | 104,751 | 111,326 | 91,301 |
Value of contributed shares | $ 2,700 | $ 2,700 | $ 2,700 |
Foreign Plan [Member] | Defined Contribution Pension Schemes [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributed cash | $ 2,500 | $ 2,200 | $ 2,400 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income before income taxes: | |||
Domestic | $ 2,901 | $ 13,988 | $ 18,656 |
Foreign | 16,788 | 16,046 | 10,967 |
Total income before income taxes | 19,689 | 30,034 | 29,623 |
Current: | |||
Federal | 3,210 | 5,511 | 6,802 |
State and local | 256 | 1,152 | 1,418 |
Foreign | 3,645 | 4,885 | 3,710 |
Total current | 7,111 | 11,548 | 11,930 |
Deferred: | |||
Federal | (241) | (1,039) | (198) |
State and local | (176) | 56 | 23 |
Foreign | 104 | (778) | (921) |
Total deferred | (313) | (1,761) | (1,096) |
Total income tax expense | $ 6,798 | $ 9,787 | $ 10,834 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax rate | 35.00% | 35.00% | 35.00% |
State and local taxes net of federal benefit | 0.20% | 2.40% | 3.20% |
Domestic production deduction | (1.10%) | (0.60%) | (0.60%) |
Foreign tax rate differential | (8.80%) | (5.80%) | (4.30%) |
Permanent differences | (6.20%) | 4.80% | 2.10% |
Other | (0.90%) | (3.20%) | 1.20% |
Tax Cuts and Jobs Act of 2017 | 16.30% | 0.00% | 0.00% |
Effective tax rate | 34.50% | 32.60% | 36.60% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 559 | $ 357 |
Accrued liabilities and other | 2,173 | 3,156 |
Stock-based compensation expense | 599 | 910 |
Net federal, state and foreign operating loss carryforwards | 1,432 | 1,292 |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 0 | 1,207 |
Deferred tax assets | 4,763 | 6,922 |
Valuation allowance on deferred tax assets | (1,502) | (1,320) |
Deferred tax liabilities: | ||
Intangible assets, property and equipment, principally due to difference in depreciation and amortization | 5,312 | 7,668 |
Net deferred tax liabilities | $ (2,051) | $ (2,066) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Tax Cuts and Jobs Act of 2017, income tax expense | $ 3,200 | |
Deferred tax asset, income tax expense | 1,400 | |
Tax Cuts and Jobs Act of 2017, transition tax for accumulated foreign earnings | 4,600 | |
Tax Cuts and Jobs Act of 2017, transition tax for accumulated foreign earnings, liability | 56,700 | |
Operating loss carryforwards | 7,300 | |
Management placed valuation allowance | $ 1,502 | $ 1,320 |
Restructuring (Details)
Restructuring (Details) $ in Millions | 1 Months Ended | 12 Months Ended |
Dec. 31, 2017USD ($)segment | Dec. 31, 2017USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||
Number of operating segments | segment | 2 | |
Severance costs | $ 3.3 | |
Restructuring reserve | $ 2.8 | 2.8 |
Accounts Payable and Accrued Liabilities [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserve | 2.2 | 2.2 |
Other Noncurrent Liabilities [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserve | $ 0.6 | $ 0.6 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 3,589 | $ 3,229 | $ 3,050 |
Cost of revenue [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 2,832 | 2,545 | 2,366 |
Selling, General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 757 | $ 684 | $ 684 |
Stock-Based Compensation (Det63
Stock-Based Compensation (Details 1) - Non Qualified Stock Option [Member] | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning of period, Number of options | shares | 67,550 |
Granted, Number of options | shares | 0 |
Exercised, Number of options | shares | (64,050) |
Forfeited, Number of options | shares | (100) |
Expired, Number of options | shares | (400) |
Outstanding at end of period, Number of options | shares | 3,000 |
Exercisable at end of period, Number of options | shares | 3,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Outstanding at beginning of period, Weighted average exercise price (in dollars per share) | $ / shares | $ 15.34 |
Granted, Weighted average exercise price (in dollars per share) | $ / shares | 0 |
Exercised, Weighted average exercise price (in dollars per share) | $ / shares | 15.12 |
Forfeited, Weighted average exercise price (in dollars per share) | $ / shares | 19.38 |
Expired, Weighted average exercise price (in dollars per share) | $ / shares | 19.38 |
Outstanding at end of period, Weighted average exercise price (in dollars per share) | $ / shares | 19.38 |
Exercisable at end of period, Weighted average exercise price (in dollars per share) | $ / shares | $ 19.38 |
Outstanding at end of period, Weighted average remaining contractual term | 9 months 6 days |
Exercisable at end of period, Weighted average remaining contractual term | 9 months 6 days |
Outstanding at end of period, Aggregate intrinsic value | $ | $ 12,000 |
Exercisable at end of period, Aggregate intrinsic value | $ | $ 12,000 |
Stock-Based Compensation (Det64
Stock-Based Compensation (Details 2) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding and unvested, beginning of period (in shares) | shares | 207,016 |
Granted (in shares) | shares | 55,350 |
Vested (in shares) | shares | (105,915) |
Forfeited (in shares) | shares | (8,217) |
Outstanding and unvested, end of period (in shares) | shares | 148,234 |
Weighted average grant date fair value | |
Outstanding and unvested, beginning of period, Weighted average grant date fair value (in dollars per share) | $ / shares | $ 29.85 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 24.62 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 28.15 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 24.84 |
Outstanding and unvested, end of period, Weighted average grant date fair value (in dollars per share) | $ / shares | $ 29.39 |
Stock-Based Compensation (Det65
Stock-Based Compensation (Details 3) - Performance Shares [Member] | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Number of Units (in shares) | |
Outstanding and unvested, beginning of period | shares | 124,394 |
Granted | shares | 104,590 |
Vested | shares | 0 |
Forfeited | shares | (39,916) |
Outstanding and unvested, end of period | shares | 189,068 |
Weighted average grant date fair value | |
Outstanding and unvested, beginning of period (in dollars per share) | $ / shares | $ 31.08 |
Granted (in dollars per share) | $ / shares | 23.65 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 27.74 |
Outstanding and unvested, end of period (in dollars per share) | $ / shares | $ 27.68 |
Stock-Based Compensation (Det66
Stock-Based Compensation (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred income tax expense (benefit) | $ (313) | $ (1,761) | $ (1,096) |
Proceeds from issuance of common stock | $ 100 | $ 100 | $ 100 |
Number of stock options settled for fully vested shares | 55,050 | 30,700 | 104,000 |
Number of shares issued in settlement of stock option | 13,482 | 9,976 | 46,432 |
Intrinsic value of stock options exercised | $ 700 | $ 500 | $ 2,300 |
Income tax benefits | $ 6,798 | 9,787 | 10,834 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 55,350 | ||
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred income tax expense (benefit) | $ 1,200 | 1,200 | 1,100 |
Equity Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Income tax benefits | $ 100 | 100 | 800 |
2011 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 1,355,764 | ||
Shares reserved for future issuance | 605,788 | ||
Number of outstanding awards | 340,302 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 2,200 | ||
Weighted average remaining service period of nonvested awards | 2 years 20 days | ||
Vesting term | 5 years | ||
Total intrinsic value of vested RSU's | $ 2,700 | $ 1,800 | $ 2,000 |
Performance-based Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 1,300 | ||
Weighted average remaining service period of nonvested awards | 1 year 11 months 18 days |
Common Stock (Details Textual)
Common Stock (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2009 | |
Common Stock [Line Items] | ||||
Common stock, shares outstanding | 16,747,926 | |||
Repurchases of common stock in the open market | $ 4,302,000 | $ 7,959,000 | $ 12,347,000 | |
Shares sold in private placement | 2,857,143 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Securities purchase agreement purchase price | $ 20,000,000 | |||
Beneficial ownership maximum percentage | 23.00% | |||
Purchase price percentage | 1.00% | |||
Shareholders indemnification amount | $ 25,000 | |||
Sagard [Member] | ||||
Common Stock [Line Items] | ||||
Share price (in dollars per share) | $ 7 | |||
Stock beneficially owned | 3,639,367 | |||
Stock beneficial ownership percentage | 21.70% | |||
Maximum [Member] | ||||
Common Stock [Line Items] | ||||
Liquidated damages amount | $ 2,400,000 | |||
Stock Repurchase Program [Member] | ||||
Common Stock [Line Items] | ||||
Stock repurchased during period (shares) | 182,000 | 340,000 | 477,000 | |
Repurchases of common stock in the open market | $ 4,300,000 | $ 8,000,000 | $ 12,300,000 | |
Remaining authorized repurchase amount | $ 11,700,000 | |||
Equity Compensation Award [Member] | ||||
Common Stock [Line Items] | ||||
Shares reserved for future issuance | 340,302 | |||
2011 Plan [Member] | ||||
Common Stock [Line Items] | ||||
Shares reserved for future issuance | 605,788 |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting [Abstract] | |||||||||||
Number of business segments | segment | 4 | ||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 131,503 | $ 124,097 | $ 131,161 | $ 122,447 | $ 127,283 | $ 121,978 | $ 125,542 | $ 115,756 | $ 509,208 | $ 490,559 | $ 490,280 |
Total gross profit | $ 21,558 | $ 18,646 | $ 22,435 | $ 19,388 | $ 21,882 | $ 20,004 | $ 20,344 | $ 17,927 | 82,027 | 80,157 | 81,992 |
Selling, general and administrative expenses | 57,419 | 48,597 | 47,748 | ||||||||
Restructuring charges | 3,317 | 0 | 1,551 | ||||||||
Gain (loss) on change in fair value of contingent consideration, net | 1,620 | (136) | (371) | ||||||||
Operating income | 22,911 | 31,424 | 32,322 | ||||||||
Interest expense | (3,132) | (1,568) | (1,381) | ||||||||
Other (expense) income | (90) | 178 | (1,318) | ||||||||
Income before income taxes | 19,689 | 30,034 | 29,623 | ||||||||
Learning Solutions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 214,820 | 208,998 | 207,039 | ||||||||
Total gross profit | 38,971 | 38,954 | 36,223 | ||||||||
Professional and Technical Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 101,051 | 101,907 | 119,092 | ||||||||
Total gross profit | 14,426 | 15,803 | 23,621 | ||||||||
Sandy Training and Marketing [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 101,104 | 101,768 | 87,567 | ||||||||
Total gross profit | 14,524 | 14,181 | 11,321 | ||||||||
Performance Readiness Solutions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 92,233 | 77,886 | 76,582 | ||||||||
Total gross profit | $ 14,106 | $ 11,219 | $ 10,827 |
Business Segments (Details 1)
Business Segments (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Identifiable assets: | ||
Total assets | $ 365,007 | $ 315,601 |
Learning Solutions [Member] | ||
Identifiable assets: | ||
Total assets | 170,093 | 147,595 |
Professional and Technical Services [Member] | ||
Identifiable assets: | ||
Total assets | 87,014 | 80,033 |
Sandy Training and Marketing [Member] | ||
Identifiable assets: | ||
Total assets | 29,957 | 25,804 |
Performance Readiness Solutions [Member] | ||
Identifiable assets: | ||
Total assets | $ 77,943 | $ 62,169 |
Business Segments (Details 2)
Business Segments (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | $ 2,734 | $ 1,402 | $ 2,357 |
Depreciation and amortization: | |||
Depreciation and amortization | 6,974 | 6,462 | 7,865 |
Learning Solutions [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 1,174 | 548 | 768 |
Depreciation and amortization: | |||
Depreciation and amortization | 2,225 | 2,403 | 3,189 |
Professional and Technical Services [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 480 | 146 | 269 |
Depreciation and amortization: | |||
Depreciation and amortization | 749 | 797 | 1,152 |
Sandy Training and Marketing [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 70 | 13 | 77 |
Depreciation and amortization: | |||
Depreciation and amortization | 439 | 429 | 465 |
Performance Readiness Solutions [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 73 | 39 | 496 |
Depreciation and amortization: | |||
Depreciation and amortization | 2,023 | 1,530 | 1,446 |
Corporate and Other [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 937 | 656 | 747 |
Depreciation and amortization: | |||
Depreciation and amortization | $ 1,538 | $ 1,303 | $ 1,613 |
Business Segments (Details 3)
Business Segments (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 131,503 | $ 124,097 | $ 131,161 | $ 122,447 | $ 127,283 | $ 121,978 | $ 125,542 | $ 115,756 | $ 509,208 | $ 490,559 | $ 490,280 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 350,632 | 339,329 | 341,581 | ||||||||
United Kingdom | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 100,466 | 93,017 | 98,991 | ||||||||
Other Countries | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 58,110 | $ 58,213 | $ 49,708 |
Business Segments (Details 4)
Business Segments (Details 4) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 365,007 | $ 315,601 |
United States | ||
Segment Reporting Information [Line Items] | ||
Total assets | 215,523 | 195,693 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Total assets | 75,862 | 59,018 |
Other Countries | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 73,622 | $ 60,890 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts Payable and Accrued Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 2,724 | $ 3,590 |
Other Noncurrent Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 1,502 | 1,669 |
Other Assets [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 88 | 0 |
Other Assets [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Cap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | $ 285 | $ 0 |
Commitments, Guarantees, and 74
Commitments, Guarantees, and Contingencies (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Other Commitments [Line Items] | |
2,017 | $ 9,653 |
2,018 | 7,828 |
2,019 | 5,412 |
2,020 | 3,891 |
2,021 | 3,099 |
Thereafter | 6,942 |
Total | 36,825 |
Real Property [Member] | |
Other Commitments [Line Items] | |
2,017 | 8,659 |
2,018 | 7,364 |
2,019 | 5,303 |
2,020 | 3,868 |
2,021 | 3,094 |
Thereafter | 6,942 |
Total | 35,230 |
Machinery and Equipment [Member] | |
Other Commitments [Line Items] | |
2,017 | 994 |
2,018 | 464 |
2,019 | 109 |
2,020 | 23 |
2,021 | 5 |
Thereafter | 0 |
Total | $ 1,595 |
Commitments, Guarantees, and 75
Commitments, Guarantees, and Contingencies (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 11 | $ 9.8 | $ 10.2 |
Letters of credit outstanding | 5.4 | ||
Other commitment | $ 6.4 |
Quarterly Information (unaudi76
Quarterly Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 131,503 | $ 124,097 | $ 131,161 | $ 122,447 | $ 127,283 | $ 121,978 | $ 125,542 | $ 115,756 | $ 509,208 | $ 490,559 | $ 490,280 |
Gross profit | 21,558 | 18,646 | 22,435 | 19,388 | 21,882 | 20,004 | 20,344 | 17,927 | 82,027 | 80,157 | 81,992 |
Net income | $ (339) | $ 3,281 | $ 5,863 | $ 4,086 | $ 6,732 | $ 4,802 | $ 4,913 | $ 3,800 | $ 12,891 | $ 20,247 | $ 18,789 |
Earnings per share: | |||||||||||
Basic (in dollars per share) | $ (0.02) | $ 0.20 | $ 0.35 | $ 0.24 | $ 0.40 | $ 0.29 | $ 0.29 | $ 0.23 | $ 0.77 | $ 1.21 | $ 1.10 |
Diluted (in dollars per share) | $ (0.02) | $ 0.19 | $ 0.35 | $ 0.24 | $ 0.40 | $ 0.29 | $ 0.29 | $ 0.23 | $ 0.76 | $ 1.21 | $ 1.09 |
Revenue and gross profit reduction related to contract | $ 2,600 | ||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Loss on contract termination | $ 1,800 | ||||||||||
Gross Profit [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Loss on contract termination | 500 | ||||||||||
Selling, General and Administrative Expenses [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Bad debt reserve | $ 1,300 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Feb. 01, 2017 |
McKinney Rogers [Member] | ||
Subsequent Event [Line Items] | ||
Cash purchase price | $ 3,259 | |
Subsequent Event [Member] | Hula Partners [Member] [Member] | ||
Subsequent Event [Line Items] | ||
Cash purchase price | $ 10,000 |
Uncategorized Items - gpx-20171
Label | Element | Value |
Additional Paid-in Capital [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 234,000 |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 0 |
Treasury Stock [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 0 |
Common Stock [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 0 |