Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 17, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | GP STRATEGIES CORP | |
Entity Central Index Key | 70,415 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | GPX | |
Entity Common Stock, Shares Outstanding | 16,493,753 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Cash | $ 16,945 | $ 23,612 |
Accounts and other receivables, less allowance for doubtful accounts of $2,157 in 2018 and $2,492 in 2017 | 107,640 | 119,335 |
Unbilled Contracts Receivable | 43,350 | 42,958 |
Prepaid expenses and other current assets | 19,191 | |
Total current assets | 187,126 | 200,117 |
Property, plant and equipment | 21,872 | 21,466 |
Accumulated depreciation | (16,920) | (16,343) |
Property, plant and equipment, net | 4,952 | 5,123 |
Goodwill | 154,590 | 144,835 |
Intangible assets, net | 8,838 | 8,363 |
Other assets | 7,569 | |
Total assets | 363,075 | 365,007 |
Liabilities and Stockholders’ Equity | ||
Short-term borrowings | 43,706 | 37,696 |
Current portion of long-term debt | 12,000 | 12,000 |
Accounts payable and accrued expenses | 74,889 | 78,280 |
Deferred revenue | 22,563 | |
Total current liabilities | 153,158 | 150,332 |
Long-term debt | 13,000 | 16,000 |
Other noncurrent liabilities | 9,895 | 10,621 |
Total liabilities | 176,053 | 176,953 |
Stockholders’ equity: | ||
Common stock, par value $0.01 per share | 172 | 172 |
Additional paid-in capital | 107,369 | 107,256 |
Retained earnings | 108,835 | |
Treasury stock at cost | (17,134) | (11,118) |
Accumulated other comprehensive loss | (12,220) | (14,855) |
Total stockholders’ equity | 187,022 | 188,054 |
Total Liabilities and Stockholders' Equity | $ 363,075 | $ 365,007 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts and other receivables, allowance for doubtful accounts (in dollars) | $ 2,157 | $ 2,492 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 125,032 | $ 122,447 |
Cost of revenue | 107,353 | 103,059 |
Gross profit | 17,679 | 19,388 |
Selling, general and administrative expenses | 14,584 | 12,994 |
Restructuring charges | 435 | 0 |
Gain on change in fair value of contingent consideration, net | 2,552 | 197 |
Operating income | 5,212 | 6,591 |
Interest expense | 686 | 438 |
Other expense | 164 | 75 |
Income before income tax expense | 4,362 | 6,078 |
Income tax expense | 1,730 | 1,992 |
Net income | $ 2,632 | $ 4,086 |
Basic weighted average shares outstanding (in shares) | 16,619 | 16,741 |
Diluted weighted average shares outstanding (in shares) | 16,713 | 16,841 |
Per common share data: | ||
Basic earnings per share (in dollars per share) | $ 0.16 | $ 0.24 |
Diluted earnings per share (in dollars per share) | $ 0.16 | $ 0.24 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 2,632 | $ 4,086 |
Foreign currency translation adjustments | 2,432 | 1,011 |
Change in fair value of interest rate cap, net of tax | 148 | 0 |
Change in fair value of interest rate swap, net of tax | 55 | (55) |
Comprehensive income | $ 5,267 | $ 5,042 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 2,632 | $ 4,086 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Gain on change in fair value of contingent consideration, net | (2,552) | (197) |
Depreciation and amortization | 1,842 | 1,443 |
Deferred income taxes | (108) | 118 |
Non-cash compensation expense | 1,409 | 1,458 |
Changes in other operating items: | ||
Accounts and other receivables | 12,817 | 5,753 |
Increase (Decrease) in Unbilled Receivables | 227 | (7,570) |
Prepaid expenses and other current assets | (6,024) | (330) |
Accounts payable and accrued expenses | 1,643 | (2,481) |
Increase (Decrease) in Deferred Revenue | (2,485) | 2,047 |
Other | 5 | (209) |
Net cash provided by operating activities | 9,406 | 4,118 |
Cash flows from investing activities: | ||
Additions to property, plant and equipment | (370) | (525) |
Acquisitions, net of cash acquired | (10,000) | (3,193) |
Other investing activities | (834) | (344) |
Net cash used in investing activities | (11,204) | (4,062) |
Cash flows from financing activities: | ||
Proceeds from short-term borrowings | 6,022 | 5,820 |
Repayment of long-term debt | (3,000) | (3,000) |
Change in negative cash book balance | (261) | (2,313) |
Repurchases of common stock in the open market | (7,790) | (1,674) |
Other financing activities | (50) | (134) |
Net cash used in financing activities | (5,079) | (1,301) |
Effect of exchange rate changes on cash and cash equivalents | 210 | 351 |
Net decrease in cash | (6,667) | (894) |
Cash at beginning of period | 23,612 | 16,346 |
Cash at end of period | 16,945 | 15,452 |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid during the period for interest | 624 | 175 |
Cash paid during the period for income taxes | $ 1,460 | $ 491 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation 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. The accompanying condensed consolidated balance sheet as of March 31, 2018 and the condensed consolidated statements of operations, comprehensive income and cash flows for the three months ended March 31, 2018 and 2017 have not been audited, but have been prepared in conformity with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2017 , as presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 . In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the 2018 interim period are not necessarily indicative of results to be expected for the entire year. The condensed consolidated financial statements include the operations of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated. |
Recent Accounting Standards
Recent Accounting Standards | 3 Months Ended |
Mar. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards | Recent Accounting Standards Accounting Standards Not Yet Adopted 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 expect the adoption of this standard to increase the assets and liabilities recorded on our condensed consolidated balance sheet and increase the level of disclosures related to leases. We also expect that adoption of the new standard will require changes to our internal controls to support recognition and disclosure requirements under the new standard. 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 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 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 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 2017-12 and the impact of its adoption on our consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Significant Accounting Policy We account for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (ASC Topic 606), which we adopted on January 1, 2018, using the modified retrospective method. Revenue is measured based on the consideration specified in a contract with a customer. Most of our contracts with customers contain transaction prices with fixed consideration, however, some contracts may contain variable consideration in the form of discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties and other similar items. When a contract includes variable consideration, we evaluate the estimate of variable consideration to determine whether the estimate needs to be constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. This can result in recognition of revenue over time as we perform services or at a point in time when the deliverable is transferred to the customer, depending on an evaluation of the criteria for over time recognition in ASC Topic 606. Further details regarding our revenue recognition for various revenue streams are discussed below. Nature of goods and services Over 90% of our revenue is derived from services provided to our customers for training, consulting, technical, engineering and other services. Less than 10% of our revenue is derived from various other offerings including custom magazine publications and assembly of glovebox portfolios for automotive manufacturers, licenses of software and other intellectual property, and software as a service (SaaS) arrangements. Our primary contract vehicles are time-and-materials, fixed price (including fixed-fee per transaction) and cost-reimbursable contracts. 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. Under time-and-materials and cost-reimbursable contracts, the contractual billing schedules are based on the specified level of resources we are obligated to provide. Revenue under these contract types are recognized over time as services are performed as the client simultaneously receives and consumes the benefits provided by our performance throughout the engagement. The time and materials incurred for the period is the measure of performance and, therefore, revenue is recognized in that amount. For 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 necessarily based on the specified level of resources we are obligated to provide. These discrete projects generally do not contain milestones or other measures of performance. The majority of our fixed price contracts meet the criteria in ASC Topic 606 for over time revenue recognition. For these contracts, revenue 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 is required to pay us for the proportionate amount of our fees in the event of contract termination. A small portion of our fixed price contracts do not meet the criteria in ASC Topic 606 for over time revenue recognition. For these projects, we defer revenue recognition until the performance obligation is satisfied, which is generally when the final deliverable is provided to the client. The direct costs related to these projects are capitalized and then recognized as cost of revenue when the performance obligation is satisfied. For fixed price contracts, 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. Adjustments to our contracts were not material, individually or in the aggregate, to our unaudited condensed consolidated financial statements for the three-month periods ended March 31, 2018 and 2017. For certain fixed-fee per transaction contracts, such as delivering training courses or conducting workshops, 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. Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction, that we collect from a customer, are excluded from revenue. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. On March 31, 2018, we had $276.5 million of remaining performance obligations, which we also refer to as total backlog. We expect to recognize over 95 percent of our remaining performance obligations as revenue within the next twelve months. We did not apply any of the practical expedients permitted by ASC Topic 606 in determining the amount of our performance obligations as of March 31, 2018. Revenue by Category The following series of tables presents our revenue disaggregated by various categories (dollars in thousands). Three Months Ended March 31, Workforce Excellence Business Transformation Services Consolidated 2018 2017 2018 2017 2018 2017 Revenue by type of service: Managed learning services $ 48,902 $ 45,329 $ — $ — $ 48,902 $ 45,329 Engineering & technical services 25,529 26,213 — — 25,529 26,213 Sales enablement — — 23,850 24,617 23,850 24,617 Organizational development — — 26,751 26,287 26,751 26,287 $ 74,431 $ 71,542 $ 50,601 $ 50,904 $ 125,032 $ 122,446 Revenue by geographic region: Americas $ 45,440 $ 44,940 $ 44,182 $ 46,398 $ 89,622 $ 91,338 Europe Middle East Africa 24,957 23,591 8,497 5,753 33,454 29,344 Asia Pacific 7,711 7,130 72 112 7,783 7,242 Eliminations (3,677 ) (4,119 ) (2,150 ) (1,359 ) (5,827 ) (5,478 ) $ 74,431 $ 71,542 $ 50,601 $ 50,904 $ 125,032 $ 122,446 Revenue by client market sector: Automotive $ 2,838 $ 2,258 $ 24,346 $ 24,857 $ 27,184 $ 27,115 Financial & Insurance 21,103 18,586 4,070 5,459 25,173 24,045 Manufacturing 8,679 8,275 4,609 4,261 13,288 12,536 Energy / Oil & Gas 7,642 9,050 1,475 987 9,117 10,037 U.S. Government 6,454 6,153 2,386 2,543 8,840 8,696 UK Government 5,486 6,730 — — 5,486 6,730 Information & Communication 3,299 3,980 2,375 2,722 5,674 6,702 Aerospace 7,598 5,039 761 1,513 8,359 6,552 Electronics Semiconductor 3,683 4,363 51 395 3,734 4,758 Life Sciences 1,849 1,724 2,708 2,495 4,557 4,219 Other 5,800 5,384 7,820 5,672 13,620 11,056 $ 74,431 $ 71,542 $ 50,601 $ 50,904 $ 125,032 $ 122,446 Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled revenue (contract assets), and deferred revenue (contract liabilities) on the condensed consolidated balance sheet. Amounts charged to our clients become billable according to the contract terms, which usually consider the passage of time, achievement of milestones or completion of the project. When billings occur after the work has been performed, such unbilled amounts will generally be billed and collected within 60 to 120 days but typically no longer than over the next twelve months. When we advance bill clients prior to the work being performed, generally, such amounts will be earned and recognized in revenue within the next twelve months. These assets and liabilities are reported on the condensed consolidated balance sheet on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the three-month period ended March 31, 2018 were not materially impacted by any other factors. Revenue recognized for the three months ended March 31, 2018, that was included in the contract liability balance at the beginning of the year was $16.8 million , and primarily represented revenue from services performed during the current period for which we received advance payment from clients in a prior period. Contract Costs Costs to fulfill contracts which do not meet the over time revenue recognition criteria are capitalized and recognized to cost of revenue when the performance obligation is satisfied and revenue is recognized. Such costs are included in prepaid expenses and other current assets on the condensed consolidated balance sheet and totaled $2.3 million as of March 31, 2018. Recognition of such contract costs totaled $1.6 million for the first quarter of 2018 and is included in cost of revenue on the condensed consolidated statements of operations. Applying the practical expedient in ASC Topic 606, we recognize the incremental costs of obtaining contracts (i.e. sales commissions) as an expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. Substantially all of our sales commission arrangements have an amortization period of one year or less. As of March 31, 2018, we did not have any capitalized sales commissions. |
Significant Customers & Concent
Significant Customers & Concentration of Credit Risk | 3 Months Ended |
Mar. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Significant Customers & 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 sector accounted for approximately 22% of our consolidated revenue for both of the three -month periods ended March 31, 2018 and 2017 . In addition, we have a concentration of revenue from a single automotive customer, which accounted for approximately 15% and 13% of our consolidated revenue for the three months ended March 31, 2018 and 2017 , respectively. As of March 31, 2018 , accounts receivable from a single automotive customer totaled $14.6 million , or 14% , of our consolidated accounts receivable balance. Revenue from the financial services & insurance sector accounted for approximately 20% of our consolidated revenue for both of the three -month periods ended March 31, 2018 and 2017 . In addition, we have a concentration of revenue from a single financial services customer, which accounted for approximately 14% of our consolidated revenue for both of the three -month periods ended March 31, 2018 and 2017 , respectively. As of March 31, 2018 , billed and unbilled accounts receivable from a single financial services customer totaled $ 25.3 million , or 17% , of our consolidated accounts receivable and unbilled revenue balances. No other single customer accounted for more than 10% of our consolidated revenue for the three months ended March 31, 2018 or 2017 or consolidated accounts receivable balance as of March 31, 2018 . |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share (EPS) is computed by dividing net income by the weighted average number of common shares outstanding during the period. 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 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 dilutive common stock equivalent shares which were included in the computation of diluted EPS: Three Months Ended 2018 2017 (In thousands) Non-dilutive instruments 7 35 Dilutive common stock equivalents 94 100 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Hula Partners On January 2, 2018 we acquired the business and certain assets of Hula Partners, a provider of SAP Success Factors Human Capital Management (HCM) implementation services. The purchase price was $10.0 million which was paid in cash at closing. The goodwill recognized is due to the expected synergies from combining the operations of the acquiree with the Company. All of the goodwill recorded for financial statement purposes is deductible for tax purposes. The acquired Hula Partners business is included in the Business Transformation Services segment and the results of its operations have been included in the condensed consolidated financial statements beginning January 2, 2018. The pro-forma impact of the acquisition is not material to our results of operations. The following table summarizes the purchase price allocation for the acquisition (dollars in thousands). Amortization Purchase price allocation: Period Customer-related intangible assets 1,367 4 years Marketing-related intangible assets 106 2 years Goodwill 8,527 Total assets 10,000 Contingent Consideration ASC Topic 805 requires that contingent consideration be recognized at fair value on the acquisition date and be re-measured each reporting period with subsequent adjustments recognized in the condensed 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 condensed 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 March 31, 2018 (dollars in thousands): Acquisition: Original range of potential undiscounted payments As of March 31, 2018 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 8,000 Emantras * — — — CLS $0 - $2,312 2,312 — — 2,312 $ 8,214 $ 4,000 $ 4,000 $ 16,214 * 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, 2017 to March 31, 2018 (dollars in thousands): Liability as of December 31, Change in Fair Value of Contingent Foreign Currency Liability as of March 31, Acquisition: 2017 Additions Payments Consideration Translation 2018 Maverick $ 1,979 $ — $ — $ (1,325 ) $ — $ 654 McKinney Rogers 1,501 — — (1,168 ) — 333 Emantras 76 — — (76 ) — — CLS 669 — — 17 26 712 Total $ 4,225 $ — $ — $ (2,552 ) $ 26 $ 1,699 As of March 31, 2018 and December 31, 2017 , contingent consideration considered a current liability and included in accounts payable totaled $1.4 million and $2.7 million , respectively. As of March 31, 2018 and December 31, 2017 we also had accrued contingent consideration totaling $0.3 million and $1.5 million respectively, related to acquisitions which are included in other long-term liabilities on the condensed consolidated balance sheets and represent the portion of contingent consideration estimated to be payable greater than twelve months from the balance sheet date. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Goodwill Changes in the carrying amount of goodwill by reportable business segment for the three months ended March 31, 2018 were as follows (in thousands): Workforce Excellence Business Transformation Services Total Balance as of December 31, 2017 $ 96,330 $ 48,505 $ 144,835 Acquisitions — 8,527 8,527 Foreign currency translation 778 450 1,228 Balance as of March 31, 2018 $ 97,108 $ 57,482 $ 154,590 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): Gross Carrying Amount Accumulated Amortization Net Carrying Amount March 31, 2018 Customer relationships $ 16,432 $ (10,610 ) $ 5,822 Intellectual property and other 4,404 (1,388 ) 3,016 $ 20,836 $ (11,998 ) $ 8,838 December 31, 2017 Customer relationships $ 16,330 $ (11,140 ) $ 5,190 Intellectual property and other 4,298 (1,125 ) 3,173 $ 20,628 $ (12,265 ) $ 8,363 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We recognize compensation expense for stock-based compensation awards issued to employees on a straight-line basis over the requisite service period. Compensation cost is based on the fair value of awards as of the grant date. The following table summarizes the pre-tax stock-based compensation expense included in reported net income (in thousands): Three months ended March 31, 2018 2017 Non-qualified stock options $ — $ 4 Restricted stock units 630 716 Board of Directors stock grants 68 76 Total stock-based compensation expense $ 698 $ 796 Pursuant to 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. As of March 31, 2018 , we had non-qualified stock options and restricted and performance stock units outstanding under these plans. |
Debt and Financial Instruments
Debt and Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt and Financial Instruments | Debt and Financial Instruments We have a credit agreement with a bank which provides for a revolving credit facility up to a maximum principal amount of $100 million expiring on December 31, 2021 and for a term loan in the principal amount of $40 million maturing on April 30, 2020 (the "Credit Agreement"). The Credit Agreement is secured by substantially all of our assets. The maximum interest rate on the Credit Agreement is the daily one-month LIBOR market index rate (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 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 all of the financial covenants under the Credit Agreement as of March 31, 2018 . As of March 31, 2018 , our total long-term debt outstanding under the term loan was $25.0 million . In addition, there were $43.7 million of borrowings outstanding and $50.3 million of available borrowings under the Credit Agreement. For the three months ended March 31, 2018 , the weighted average interest rate on our borrowings was 3.4% . 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 $0.2 million and $0.1 million as of March 31, 2018 and December 31, 2017, respectively, and is included in other assets on the condensed consolidated balance sheet. The derivative asset is classified within Level 2 of the fair value hierarchy in which fair value is measured using quoted prices in active markets for similar assets and liabilities. 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 $0.5 million and $0.3 million as of March 31, 2018 and December 31, 2017, respectively, and is included in other assets on the condensed consolidated balance sheet. The derivative asset is classified within Level 2 of the fair value hierarchy in which fair value is measured using quoted prices in active markets for similar assets and liabilities. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense was $1.7 million , or an effective income tax rate of 39.7% , for the three months ended March 31, 2018 compared to $2.0 million , or an effective income tax rate of 32.8% , for the three months ended March 31, 2017 . The increase in the effective income tax rate in 2018 compared to 2017 is primarily due to a $0.9 million increase, or an effective income tax rate of 19.7% , to the provisional estimate recorded in the fourth quarter of 2017 relating to the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings, imposed by the Tax Cuts and Jobs Act (the "Tax Act") that was enacted on December 22, 2017. The increase is partially offset by a decrease in the U.S. statutory tax rate from 35% to 21% and other discrete items. Excluding the discrete items included in tax expense in the first quarter of 2018, the Company's effective income tax rate was 25.9% . Income tax expense for the quarterly periods is based on an estimated annual effective tax rate which includes the U.S. federal, state and local, and non-U.S. statutory rates, permanent differences, and other items that may have an impact on income tax expense. The increase to the provisional estimate of the one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings during the first quarter of 2018 is the result of further analysis of earnings and profits related to the calculation of the transition tax. 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. The 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. Because of the complexity of the new GILTI 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 should be recorded as a current-period expense when incurred, or factored into the company’s measurement of its deferred taxes. At March 31, 2018, because the Company is still evaluating the GILTI provisions, the Company has included tax expense related to GILTI for the current year in its estimated annual effective tax rate and has not provided additional GILTI on deferred items. An uncertain tax position taken or expected to be taken in a tax return is recognized in the financial statements 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. Interest and penalties related to income taxes are accounted for as income tax expense. As of March 31, 2018 , we had no uncertain tax positions reflected on our condensed 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 2017 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. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Changes in stockholders’ equity during the three months ended March 31, 2018 were as follows (in thousands): Common stock Additional paid-in capital Retained earnings Treasury stock at cost Accumulated other comprehensive loss Total stockholders’ equity Balance at December 31, 2017 $ 172 $ 107,256 $ 106,599 $ (11,118 ) $ (14,855 ) $ 188,054 Cumulative effect adjustment of adopting ASU 2014-09 — — (396 ) — — (396 ) Adjusted balance at December 31, 2017 172 107,256 106,203 (11,118 ) (14,855 ) 187,658 Net income — — 2,632 — — 2,632 Foreign currency translation adjustment — — — — 2,432 2,432 Change in fair value of interest rate cap, net of tax — — — — 148 148 Change in fair value of interest rate swap, net of tax — — — — 55 55 Repurchases of common stock — — — (7,261 ) — (7,261 ) Stock-based compensation expense — 698 — — — 698 Issuance of stock for employer contributions to retirement plan — 4 — 707 — 711 Net issuances of stock pursuant to stock compensation plans and other — (589 ) — 538 — (51 ) Balance at March 31, 2018 $ 172 $ 107,369 $ 108,835 $ (17,134 ) $ (12,220 ) $ 187,022 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 three months ended March 31, 2018 and 2017 , we repurchased approximately 312,000 and 70,000 shares, respectively, of our common stock in the open market for a total cost of approximately $7.3 million and $1.7 million , respectively. As of March 31, 2018 , there was approximately $4.5 million available for future repurchases under the buyback program. |
Restructuring (Notes)
Restructuring (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Activities Disclosure [Text Block] | Restructuring The following table shows the balances and activity for our restructuring liability (in thousands): Total Liability as of December 31, 2017 $ 2,840 Payments (1,211 ) Additional restructuring charges 435 Liability as of March 31, 2018 $ 2,064 In December 2017, we announced a new organizational structure and plan to improve operating results by increasing organic growth and reducing operating costs. 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 and we recorded restructuring charges, consisting primarily of severance expense of $3.3 million for the fourth quarter ended December 31, 2017. During the three months ended March 31, 2018 , we recorded an additional $0.4 million of restructuring charges, consisting primarily of severance expense, which is included in restructuring charges on the condensed consolidated statements of operations. The total remaining liability under these restructuring activities was $2.1 million as of March 31, 2018, of which $1.7 million is included in accounts payable and accrued expenses and $0.4 million is included in other noncurrent liabilities on the condensed consolidated balance sheet. We expect these restructuring activities to be substantially completed in the first half of 2018. |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments As of March 31, 2018 , we operated through two reportable business segments: (i) Workforce Excellence and (ii) Business Transformation Services. 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 re-organized into two operating 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 former Learning Solutions and Professional & Technical Services segments. The Business Transformation Services segment includes the majority of the former Performance Readiness Solutions and Sandy Training & Marketing segments. Certain business units transferred between the former operating segments to better align with the service offerings of the two new segments. Each of our two reportable segments represents an operating segment under ASC Topic 280, Segment Reporting . We test our goodwill at the reporting unit level, or one level below an operating segment, under ASC Topic 350, Intangibles - Goodwill and Other . In connection with the new organizational structure that went into effect on January 1, 2018, we determined that we have four reporting units for purposes of goodwill impairment testing, which represent our four practices which are one level below the operating segments, as discussed below. Our two segments each consist of two global practice areas which are focused on providing similar and/or complementary products and services across our diverse customer base and within targeted markets. Within each practice are various service lines having specific areas of expertise. Marketing and communications, sales, accounting, finance, legal, human resources, information systems and other administrative services are organized at the corporate level. Business development and sales resources are aligned by industry sector to support existing customer accounts and new customer development across both segments. We have reclassified the segment financial information herein for the prior year periods to reflect the changes in our segments and conform to the current year's presentation. Further information regarding our business segments is discussed below. Workforce Excellence. The Workforce Excellence segment advises and partners with leading organizations in designing, implementing, operating and supporting their talent management and workforce strategies, enabling them to gain greater competitive edge in their markets. This segment consists of two practices: • Managed Learning Services - this practice focuses on creating value for our customers by delivering a suite of talent management and learning design, development, operational and support services that can be delivered as large scale outsourcing arrangements, managed services contracts and project-based service engagements. The Managed Learning Services offerings include strategic learning and development consulting services, digital learning content design and development solutions and a suite of managed learning operations services, including: managed facilitation and delivery, managed training administration and logistics, help desk support, tuition reimbursement management services, event management and vendor management. • Engineering & Technical Services - this practice focuses on capital intensive, inherently hazardous and/or highly complex technical services in support of both U.S. government and global commercial industries. Our products and services include design, development and delivery of technical work-based learning, CapEx (plant launch) initiatives, engineering design and construction management, fabrication, and management services, operational excellence consulting, chemical demilitarization services, homeland security services, emergency management support services along with all forms of technical documentation. We deliver world-class asset management and performance improvement consulting to a host of industries. Our proprietary EtaPRO® Performance and Condition Monitoring System provides a suite of real-time digital solutions for hundreds of facilities and is installed in power-generating units around the world. We also provide thousands of technical courses in a web-based off the shelf delivery format through our GPiLEARN+™ portal. Business Transformation Services. The Business Transformation Services segment works with organizations to execute complex business strategies by linking business systems, process and people’s performance to clear and measurable results. We have a holistic methodology to establishing direction and closing the gap between strategy and execution. Our approach equips business leaders and teams with the tools and capability to deliver high-performance results. This segment consists of two practices: • Sales Enablement - this practice provides custom product sales training and service technical training, primarily to automotive manufacturers, designed to better educate the customer salesforces as well as the service technicians with respect to new product features and designs, in effect rapidly increasing the salesforce and technicians knowledge base and enabling them to address retail customer needs. Furthermore, this segment helps our clients assess their customer relationship marketing strategy and connect with their customers on a one-to-one basis, including custom print and digital publications. We have been a custom product sales and service technical training provider and leader in serving manufacturing customers in the U.S. automotive industry for over 40 years. • Organizational Development - this practice works with organizations to design and execute an integrated people performance system. This translates to helping organizations set strategy, carry that strategy through every level of the organization and ensure that their people have the right skills, knowledge, tools, processes and technology to enable the transformation and achieve business results. Solutions include strategy, leadership, employee engagement and culture consulting, enterprise technology implementation and adoption solutions, learner experience design and development, and organization design and business performance consulting. We do not allocate the following items to the segments: selling, general & administrative expenses, restructuring charges, other expense, interest expense, gain on change in fair value of contingent consideration and income tax expense. 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): Three Months Ended 2018 2017 Revenue: Workforce Excellence $ 74,431 $ 71,543 Business Transformation Services 50,601 50,904 $ 125,032 $ 122,447 Gross profit: Workforce Excellence $ 11,109 $ 13,007 Business Transformation Services 6,570 6,381 Total gross profit 17,679 19,388 Selling, general and administrative expenses 14,584 12,994 Restructuring charges 435 — Gain on change in fair value of contingent consideration, net 2,552 197 Operating income 5,212 6,591 Interest expense 686 438 Other expense 164 75 Income before income tax expense $ 4,362 $ 6,078 |
Subsequent Event (Notes)
Subsequent Event (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Event On May 1, 2018, we acquired the entire share capital of IC Acquisition Corporation, a Delaware corporation, and its subsidiary, IC Axon Inc., a Canadian corporation (IC Axon). IC Axon develops science-driven custom learning solutions for pharmaceutical and life science customers. The upfront purchase price is $30.0 million in cash, subject to a working capital adjustment to be calculated within 90 days following the closing of the acquisition. In addition, the purchase agreement requires up to an additional $3.5 million of consideration, contingent upon the achievement of an earnings target during a twelve-month period subsequent to the closing of the acquisition. |
Recent Accounting Standards (Po
Recent Accounting Standards (Policy) | 3 Months Ended |
Mar. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | Accounting Standards Not Yet Adopted 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 expect the adoption of this standard to increase the assets and liabilities recorded on our condensed consolidated balance sheet and increase the level of disclosures related to leases. We also expect that adoption of the new standard will require changes to our internal controls to support recognition and disclosure requirements under the new standard. 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 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 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 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 2017-12 and the impact of its adoption on our consolidated financial statements. Accounting Standard Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Accounting Standards Codification (ASC) Topic 606), which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. We adopted ASC Topic 606 on January 1, 2018 using the modified retrospective method. Under this transition method, we applied the new standard to contracts that were not completed as of the adoption date and recognized a cumulative effect adjustment which reduced retained earnings by $0.4 million on January 1, 2018. The comparative prior period information has not been restated and continues to be presented according to accounting standards in effect for those periods. 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. See Note 3 for further details regarding our revenue recognition accounting policies and other required disclosures. |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The cumulative effect of the changes made to our January 1, 2018 balance sheet for the adoption of the new revenue standard was as follows (in thousands): Balance at December 31, 2017 Adjustments due to ASC Topic 606 Balance at January 1, 2018 Assets: Prepaid expenses and other current assets $ 14,212 $ 2,059 $ 16,271 Other assets 6,569 132 6,701 Liabilities and Stockholders’ Equity: Deferred revenue 22,356 2,587 24,943 Retained earnings 106,599 (396 ) 106,203 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following series of tables presents our revenue disaggregated by various categories (dollars in thousands). Three Months Ended March 31, Workforce Excellence Business Transformation Services Consolidated 2018 2017 2018 2017 2018 2017 Revenue by type of service: Managed learning services $ 48,902 $ 45,329 $ — $ — $ 48,902 $ 45,329 Engineering & technical services 25,529 26,213 — — 25,529 26,213 Sales enablement — — 23,850 24,617 23,850 24,617 Organizational development — — 26,751 26,287 26,751 26,287 $ 74,431 $ 71,542 $ 50,601 $ 50,904 $ 125,032 $ 122,446 Revenue by geographic region: Americas $ 45,440 $ 44,940 $ 44,182 $ 46,398 $ 89,622 $ 91,338 Europe Middle East Africa 24,957 23,591 8,497 5,753 33,454 29,344 Asia Pacific 7,711 7,130 72 112 7,783 7,242 Eliminations (3,677 ) (4,119 ) (2,150 ) (1,359 ) (5,827 ) (5,478 ) $ 74,431 $ 71,542 $ 50,601 $ 50,904 $ 125,032 $ 122,446 Revenue by client market sector: Automotive $ 2,838 $ 2,258 $ 24,346 $ 24,857 $ 27,184 $ 27,115 Financial & Insurance 21,103 18,586 4,070 5,459 25,173 24,045 Manufacturing 8,679 8,275 4,609 4,261 13,288 12,536 Energy / Oil & Gas 7,642 9,050 1,475 987 9,117 10,037 U.S. Government 6,454 6,153 2,386 2,543 8,840 8,696 UK Government 5,486 6,730 — — 5,486 6,730 Information & Communication 3,299 3,980 2,375 2,722 5,674 6,702 Aerospace 7,598 5,039 761 1,513 8,359 6,552 Electronics Semiconductor 3,683 4,363 51 395 3,734 4,758 Life Sciences 1,849 1,724 2,708 2,495 4,557 4,219 Other 5,800 5,384 7,820 5,672 13,620 11,056 $ 74,431 $ 71,542 $ 50,601 $ 50,904 $ 125,032 $ 122,446 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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 dilutive common stock equivalent shares which were included in the computation of diluted EPS: Three Months Ended 2018 2017 (In thousands) Non-dilutive instruments 7 35 Dilutive common stock equivalents 94 100 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the purchase price allocation for the acquisition (dollars in thousands). Amortization Purchase price allocation: Period Customer-related intangible assets 1,367 4 years Marketing-related intangible assets 106 2 years Goodwill 8,527 Total assets 10,000 |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | Below is a summary of the potential maximum contingent consideration we may be required to pay in connection with completed acquisitions as of March 31, 2018 (dollars in thousands): Acquisition: Original range of potential undiscounted payments As of March 31, 2018 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 8,000 Emantras * — — — CLS $0 - $2,312 2,312 — — 2,312 $ 8,214 $ 4,000 $ 4,000 $ 16,214 * There is no maximum contingent consideration payable to the seller. |
Summary of changes in recorded amount of contingent consideration | Below is a summary of the changes in the recorded amount of contingent consideration liabilities from December 31, 2017 to March 31, 2018 (dollars in thousands): Liability as of December 31, Change in Fair Value of Contingent Foreign Currency Liability as of March 31, Acquisition: 2017 Additions Payments Consideration Translation 2018 Maverick $ 1,979 $ — $ — $ (1,325 ) $ — $ 654 McKinney Rogers 1,501 — — (1,168 ) — 333 Emantras 76 — — (76 ) — — CLS 669 — — 17 26 712 Total $ 4,225 $ — $ — $ (2,552 ) $ 26 $ 1,699 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill by reportable business segment for the three months ended March 31, 2018 were as follows (in thousands): Workforce Excellence Business Transformation Services Total Balance as of December 31, 2017 $ 96,330 $ 48,505 $ 144,835 Acquisitions — 8,527 8,527 Foreign currency translation 778 450 1,228 Balance as of March 31, 2018 $ 97,108 $ 57,482 $ 154,590 |
Schedule of Finite-Lived Intangible Assets | The primary assets included in this category and their respective balances were as follows (in thousands): Gross Carrying Amount Accumulated Amortization Net Carrying Amount March 31, 2018 Customer relationships $ 16,432 $ (10,610 ) $ 5,822 Intellectual property and other 4,404 (1,388 ) 3,016 $ 20,836 $ (11,998 ) $ 8,838 December 31, 2017 Customer relationships $ 16,330 $ (11,140 ) $ 5,190 Intellectual property and other 4,298 (1,125 ) 3,173 $ 20,628 $ (12,265 ) $ 8,363 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The following table summarizes the pre-tax stock-based compensation expense included in reported net income (in thousands): Three months ended March 31, 2018 2017 Non-qualified stock options $ — $ 4 Restricted stock units 630 716 Board of Directors stock grants 68 76 Total stock-based compensation expense $ 698 $ 796 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders Equity | Changes in stockholders’ equity during the three months ended March 31, 2018 were as follows (in thousands): Common stock Additional paid-in capital Retained earnings Treasury stock at cost Accumulated other comprehensive loss Total stockholders’ equity Balance at December 31, 2017 $ 172 $ 107,256 $ 106,599 $ (11,118 ) $ (14,855 ) $ 188,054 Cumulative effect adjustment of adopting ASU 2014-09 — — (396 ) — — (396 ) Adjusted balance at December 31, 2017 172 107,256 106,203 (11,118 ) (14,855 ) 187,658 Net income — — 2,632 — — 2,632 Foreign currency translation adjustment — — — — 2,432 2,432 Change in fair value of interest rate cap, net of tax — — — — 148 148 Change in fair value of interest rate swap, net of tax — — — — 55 55 Repurchases of common stock — — — (7,261 ) — (7,261 ) Stock-based compensation expense — 698 — — — 698 Issuance of stock for employer contributions to retirement plan — 4 — 707 — 711 Net issuances of stock pursuant to stock compensation plans and other — (589 ) — 538 — (51 ) Balance at March 31, 2018 $ 172 $ 107,369 $ 108,835 $ (17,134 ) $ (12,220 ) $ 187,022 |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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): Three Months Ended 2018 2017 Revenue: Workforce Excellence $ 74,431 $ 71,543 Business Transformation Services 50,601 50,904 $ 125,032 $ 122,447 Gross profit: Workforce Excellence $ 11,109 $ 13,007 Business Transformation Services 6,570 6,381 Total gross profit 17,679 19,388 Selling, general and administrative expenses 14,584 12,994 Restructuring charges 435 — Gain on change in fair value of contingent consideration, net 2,552 197 Operating income 5,212 6,591 Interest expense 686 438 Other expense 164 75 Income before income tax expense $ 4,362 $ 6,078 |
Recent Accounting Standards Acc
Recent Accounting Standards Accounting Standard Adopted (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Jan. 01, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect adjustment of adopting ASU 2014-09 | $ 400 | $ (396) |
Retained Earnings | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect adjustment of adopting ASU 2014-09 | $ (396) |
Recent Accounting Standards - C
Recent Accounting Standards - Cumulative Effect of ASC Topic 606 Adopted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Assets: | ||||
Prepaid expenses and other current assets | $ 19,191 | $ 16,271 | ||
Other assets | 7,569 | 6,701 | ||
Total assets | 363,075 | $ 365,007 | ||
Liabilities and Stockholders’ Equity: | ||||
Accounts payable and accrued expenses | 74,889 | 78,280 | ||
Deferred revenue | 22,563 | 24,943 | ||
Retained earnings | 108,835 | $ 106,203 | ||
Total Liabilities and Stockholders' Equity | 363,075 | 365,007 | ||
Revenue | 125,032 | $ 122,447 | ||
Cost of revenue | 107,353 | 103,059 | ||
Gross profit | 17,679 | 19,388 | ||
Income tax expense | 1,730 | 1,992 | ||
Net income | $ 2,632 | $ 4,086 | ||
Per common share data: | ||||
Basic earnings per share (in dollars per share) | $ 0.16 | $ 0.24 | ||
Diluted earnings per share (in dollars per share) | $ 0.16 | $ 0.24 | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | ||||
Assets: | ||||
Prepaid expenses and other current assets | $ 16,934 | 14,212 | ||
Other assets | 7,483 | 6,569 | ||
Total assets | 360,732 | |||
Liabilities and Stockholders’ Equity: | ||||
Accounts payable and accrued expenses | 75,090 | |||
Deferred revenue | 19,761 | 22,356 | ||
Retained earnings | 109,093 | 106,599 | ||
Total Liabilities and Stockholders' Equity | 360,732 | |||
Revenue | 125,049 | |||
Cost of revenue | 107,554 | |||
Gross profit | 17,495 | |||
Income tax expense | 1,684 | |||
Net income | $ 2,494 | |||
Per common share data: | ||||
Basic earnings per share (in dollars per share) | $ 0.15 | |||
Diluted earnings per share (in dollars per share) | $ 0.15 | |||
Accounting Standards Update 2014-09 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||||
Assets: | ||||
Prepaid expenses and other current assets | $ 2,257 | 2,059 | ||
Other assets | 86 | 132 | ||
Total assets | 2,343 | |||
Liabilities and Stockholders’ Equity: | ||||
Accounts payable and accrued expenses | (201) | |||
Deferred revenue | 2,802 | 2,587 | ||
Retained earnings | (258) | $ (396) | ||
Total Liabilities and Stockholders' Equity | 2,343 | |||
Revenue | (17) | |||
Cost of revenue | (201) | |||
Gross profit | 184 | |||
Income tax expense | 46 | |||
Net income | $ 138 | |||
Per common share data: | ||||
Basic earnings per share (in dollars per share) | $ 0.01 | |||
Diluted earnings per share (in dollars per share) | $ 0.01 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Percentage of revenues derived from services provided | 90.00% |
Percentage of revenues derived from other sources | 10.00% |
Remaining performance obligations | $ 276,500,000 |
Remaining performance obligation expected to be recognized in next 12 months, percentage | 0.95 |
Disaggregation of Revenue [Line Items] | |
Revenue recognized related to contract liabilities | 16,800,000 |
Contract costs | 2,300,000 |
Recognized contract costs | $ 1,600,000 |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Bill and collection period | 60 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Bill and collection period | 120 days |
Revenue - Revenue by Category (
Revenue - Revenue by Category (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 125,032 | $ 122,446 |
Automotive Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 27,184 | 27,115 |
Financial and Insurance Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 25,173 | 24,045 |
Manufacturing Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 13,288 | 12,536 |
Energy, Oil and Gas Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 9,117 | 10,037 |
U.S. Government Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,840 | 8,696 |
UK Government Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,486 | 6,730 |
Information and Communication Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,674 | 6,702 |
Aerospace Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,359 | 6,552 |
Electronics Semiconductor Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,734 | 4,758 |
Life Sciences Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,557 | 4,219 |
Other Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 13,620 | 11,056 |
Managed Learning Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 48,902 | 45,329 |
Engineering and Technical Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 25,529 | 26,213 |
Sales Enablement [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 23,850 | 24,617 |
Organizational Development [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 26,751 | 26,287 |
Reportable Geographical Components [Member] | Americas [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 89,622 | 91,338 |
Reportable Geographical Components [Member] | EMEA [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 33,454 | 29,344 |
Reportable Geographical Components [Member] | Asia Pacific [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,783 | 7,242 |
Geography Eliminations [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | (5,827) | (5,478) |
Workforce Excellence [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 74,431 | 71,542 |
Workforce Excellence [Member] | Automotive Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,838 | 2,258 |
Workforce Excellence [Member] | Financial and Insurance Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 21,103 | 18,586 |
Workforce Excellence [Member] | Manufacturing Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,679 | 8,275 |
Workforce Excellence [Member] | Energy, Oil and Gas Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,642 | 9,050 |
Workforce Excellence [Member] | U.S. Government Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 6,454 | 6,153 |
Workforce Excellence [Member] | UK Government Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,486 | 6,730 |
Workforce Excellence [Member] | Information and Communication Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,299 | 3,980 |
Workforce Excellence [Member] | Aerospace Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,598 | 5,039 |
Workforce Excellence [Member] | Electronics Semiconductor Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,683 | 4,363 |
Workforce Excellence [Member] | Life Sciences Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,849 | 1,724 |
Workforce Excellence [Member] | Other Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,800 | 5,384 |
Workforce Excellence [Member] | Managed Learning Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 48,902 | 45,329 |
Workforce Excellence [Member] | Engineering and Technical Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 25,529 | 26,213 |
Workforce Excellence [Member] | Sales Enablement [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Workforce Excellence [Member] | Organizational Development [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Workforce Excellence [Member] | Reportable Geographical Components [Member] | Americas [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 45,440 | 44,940 |
Workforce Excellence [Member] | Reportable Geographical Components [Member] | EMEA [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 24,957 | 23,591 |
Workforce Excellence [Member] | Reportable Geographical Components [Member] | Asia Pacific [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,711 | 7,130 |
Workforce Excellence [Member] | Geography Eliminations [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | (3,677) | (4,119) |
Business Transformation Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 50,601 | 50,904 |
Business Transformation Services [Member] | Automotive Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 24,346 | 24,857 |
Business Transformation Services [Member] | Financial and Insurance Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,070 | 5,459 |
Business Transformation Services [Member] | Manufacturing Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,609 | 4,261 |
Business Transformation Services [Member] | Energy, Oil and Gas Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,475 | 987 |
Business Transformation Services [Member] | U.S. Government Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,386 | 2,543 |
Business Transformation Services [Member] | UK Government Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Business Transformation Services [Member] | Information and Communication Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,375 | 2,722 |
Business Transformation Services [Member] | Aerospace Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 761 | 1,513 |
Business Transformation Services [Member] | Electronics Semiconductor Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 51 | 395 |
Business Transformation Services [Member] | Life Sciences Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,708 | 2,495 |
Business Transformation Services [Member] | Other Market Sector [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,820 | 5,672 |
Business Transformation Services [Member] | Managed Learning Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Business Transformation Services [Member] | Engineering and Technical Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Business Transformation Services [Member] | Sales Enablement [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 23,850 | 24,617 |
Business Transformation Services [Member] | Organizational Development [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 26,751 | 26,287 |
Business Transformation Services [Member] | Reportable Geographical Components [Member] | Americas [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 44,182 | 46,398 |
Business Transformation Services [Member] | Reportable Geographical Components [Member] | EMEA [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,497 | 5,753 |
Business Transformation Services [Member] | Reportable Geographical Components [Member] | Asia Pacific [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 72 | 112 |
Business Transformation Services [Member] | Geography Eliminations [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ (2,150) | $ (1,359) |
Significant Customers & Conce34
Significant Customers & Concentration of Credit Risk (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Concentration Risk [Line Items] | |||
Unbilled accounts receivable | $ 107,640 | $ 119,335 | |
Single Customer | |||
Concentration Risk [Line Items] | |||
Unbilled accounts receivable | 14,600 | ||
Single Financial Services Customer | |||
Concentration Risk [Line Items] | |||
Unbilled accounts receivable | $ 25,300 | ||
Revenue | Single Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 15.00% | 13.00% | |
Revenue | Single Financial Services Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 14.00% | 14.00% | |
Revenue | Automotive Industry | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 22.00% | 22.00% | |
Revenue | Financial & Insurance Industry [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 20.00% | 20.00% | |
Accounts Receivable | Single Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 14.00% | ||
Accounts Receivable | Single Financial Services Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 17.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Non-dilutive instruments (shares) | 7 | 35 |
Dilutive common stock equivalents (shares) | 94 | 100 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Business combination, contingent consideration arrangements, range of outcomes, value, high | $ 16,214 | ||
Business acquisition, contingent consideration accounts payable | 1,400 | $ 2,700 | |
Business acquisition, contingent consideration other long term liability | 300 | 1,500 | |
Goodwill | 154,590 | $ 144,835 | |
Hula Partners [Member] | |||
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 10,000 | ||
Goodwill | 8,527 | ||
CLS | |||
Business Acquisition [Line Items] | |||
Business combination, contingent consideration arrangements, range of outcomes, value, high | 2,312 | ||
McKinney Rogers | |||
Business Acquisition [Line Items] | |||
Business combination, contingent consideration arrangements, range of outcomes, value, high | $ 8,000 | ||
Customer relationships | Hula Partners [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets, other than goodwill | $ 1,367 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisition, By Acquisition (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 154,590 | $ 144,835 | |
Hula Partners [Member] | |||
Business Acquisition [Line Items] | |||
Cash purchase price | $ 10,000 | ||
Goodwill | 8,527 | ||
Total assets | 10,000 | ||
Customer relationships | Hula Partners [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets, other than goodwill | $ 1,367 | ||
Acquired finite-lived intangible assets, weighted average useful life | 4 years | ||
Marketing-Related Intangible Assets | Hula Partners [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets, other than goodwill | $ 106 | ||
Acquired finite-lived intangible assets, weighted average useful life | 2 years |
Acquisitions (Details 1)
Acquisitions (Details 1) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |
2,017 | $ 8,214 |
2,018 | 4,000 |
2,020 | 4,000 |
Total | 16,214 |
Beginning Liability | 4,225 |
Additions | 0 |
Payments | 0 |
Change in Fair Value of Contingent Consideration | (2,552) |
Foreign Currency Translation | 26 |
Ending Liability | 1,699 |
CLS | |
Business Acquisition [Line Items] | |
2,017 | 2,312 |
2,018 | 0 |
2,020 | 0 |
Total | 2,312 |
Beginning Liability | 669 |
Additions | 0 |
Payments | 0 |
Change in Fair Value of Contingent Consideration | 17 |
Foreign Currency Translation | 26 |
Ending Liability | 712 |
Maverick | |
Business Acquisition [Line Items] | |
2,017 | 5,902 |
2,018 | 0 |
2,020 | 0 |
Total | 5,902 |
Beginning Liability | 1,979 |
Additions | 0 |
Payments | 0 |
Change in Fair Value of Contingent Consideration | (1,325) |
Foreign Currency Translation | 0 |
Ending Liability | 654 |
McKinney Rogers | |
Business Acquisition [Line Items] | |
2,017 | 0 |
2,018 | 4,000 |
2,020 | 4,000 |
Total | 8,000 |
Beginning Liability | 1,501 |
Additions | 0 |
Payments | 0 |
Change in Fair Value of Contingent Consideration | (1,168) |
Foreign Currency Translation | 0 |
Ending Liability | 333 |
Emantras | |
Business Acquisition [Line Items] | |
Beginning Liability | 76 |
Additions | 0 |
Payments | 0 |
Change in Fair Value of Contingent Consideration | (76) |
Foreign Currency Translation | 0 |
Ending Liability | 0 |
Minimum | CLS | |
Business Acquisition [Line Items] | |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 0 |
Minimum | Maverick | |
Business Acquisition [Line Items] | |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 0 |
Minimum | McKinney Rogers | |
Business Acquisition [Line Items] | |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 0 |
Maximum | CLS | |
Business Acquisition [Line Items] | |
Total | 2,312 |
Maximum | Maverick | |
Business Acquisition [Line Items] | |
Total | 10,000 |
Maximum | McKinney Rogers | |
Business Acquisition [Line Items] | |
Total | $ 18,000 |
Intangible Assets (Details)
Intangible Assets (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Beginning Balance | $ 144,835 |
Acquisitions | 8,527 |
Foreign currency translation | 1,228 |
Ending Balance | 154,590 |
Workforce Excellence [Member] | |
Goodwill [Roll Forward] | |
Beginning Balance | 96,330 |
Acquisitions | 0 |
Foreign currency translation | 778 |
Ending Balance | 97,108 |
Business Transformation Services [Member] | |
Goodwill [Roll Forward] | |
Beginning Balance | 48,505 |
Acquisitions | 8,527 |
Foreign currency translation | 450 |
Ending Balance | $ 57,482 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 20,836 | $ 20,628 |
Accumulated Amortization | (11,998) | (12,265) |
Net Carrying Amount | 8,838 | 8,363 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 16,432 | 16,330 |
Accumulated Amortization | (10,610) | (11,140) |
Net Carrying Amount | 5,822 | 5,190 |
Intellectual property and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,404 | 4,298 |
Accumulated Amortization | (1,388) | (1,125) |
Net Carrying Amount | $ 3,016 | $ 3,173 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 698 | $ 796 |
Board of Directors stock grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 68 | 76 |
Non-qualified stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 0 | 4 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 630 | $ 716 |
Debt and Financial Instruments
Debt and Financial Instruments (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Apr. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 01, 2017 | Sep. 02, 2014 | |
Short-term Debt [Line Items] | |||||
Borrowing capacity | $ 100,000,000 | ||||
Long-term debt, gross | $ 40,000,000 | ||||
Debt instrument, periodic payment, principal | $ 1,000,000 | ||||
Weighted average interest rate | 3.40% | ||||
Derivative, notional amount | $ 20,000,000 | $ 37,000,000 | |||
Derivative, fixed Interest Rate | 1.59% | ||||
Derivative assets (liabilities), at fair value, net | $ 200,000 | $ 100,000 | |||
Premium paid for interest rate cap | $ (500,000) | ||||
Maximum | |||||
Short-term Debt [Line Items] | |||||
Line of credit facility, interest rate description | LIBOR market index rate (for borrowings in Dollars and Sterling) or the daily one month EURIBOR (for borrowings in Euros) plus 2.50% | ||||
Minimum | |||||
Short-term Debt [Line Items] | |||||
Line of credit facility, interest rate description | LIBOR market index rate plus 1.25% | ||||
LIBOR | |||||
Short-term Debt [Line Items] | |||||
Derivative, cap interest rate | 2.00% | ||||
Financing and Security Agreement | |||||
Short-term Debt [Line Items] | |||||
Borrowing outstanding | $ 43,700,000 | ||||
Available borrowings | $ 50,300,000 | ||||
Financing and Security Agreement | LIBOR | Maximum | |||||
Short-term Debt [Line Items] | |||||
Interest rate spread | 2.50% | ||||
Financing and Security Agreement | LIBOR | Minimum | |||||
Short-term Debt [Line Items] | |||||
Interest rate spread | 1.25% | ||||
Fourth Amended and Restated Financing and Security Agreement | Term Loan | |||||
Short-term Debt [Line Items] | |||||
Long-term Debt | $ 25,000,000 | ||||
Interest Rate Cap | |||||
Short-term Debt [Line Items] | |||||
Derivative assets (liabilities), at fair value, net | $ 500,000 | $ 300,000 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 1,730 | $ 1,992 |
Effective income tax rate | 39.70% | 32.80% |
Increase in provisional estimate of one-time transition tax related to Tax Act | $ 900 | |
Increase in provisional estimate of one-time transition tax related to Tax Act, percent | 19.70% | |
Effective income tax rate, excluding discrete items | 25.90% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | Jan. 01, 2017 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance at December 31, 2017 | $ 188,054 | ||||
Net income | 2,632 | $ 4,086 | |||
Cumulative effect adjustment of adopting ASU 2014-09 | $ 400 | $ (396) | |||
Adjusted balance at December 31, 2017 | $ 187,658 | ||||
Foreign currency translation adjustment | 2,432 | ||||
Repurchases of common stock | (7,261) | ||||
Stock-based compensation expense | 698 | ||||
Issuance of stock for employer contributions to retirement plan | 711 | ||||
Other | (51) | ||||
Ending Balance | $ 187,022 | ||||
Stock repurchased during period, shares | 312,000 | 70,000 | |||
Stock repurchased during period, value | $ 7,300 | $ 1,700 | |||
Stock repurchase program, remaining authorized repurchase amount | 4,500 | ||||
Common stock | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance at December 31, 2017 | 172 | ||||
Adjusted balance at December 31, 2017 | 172 | ||||
Ending Balance | 172 | ||||
Additional paid-in capital | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance at December 31, 2017 | 107,256 | ||||
Cumulative effect adjustment of adopting ASU 2014-09 | 0 | ||||
Adjusted balance at December 31, 2017 | 107,256 | ||||
Stock-based compensation expense | 698 | ||||
Issuance of stock for employer contributions to retirement plan | 4 | ||||
Other | (589) | ||||
Ending Balance | 107,369 | ||||
Retained earnings | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance at December 31, 2017 | 106,599 | ||||
Net income | 2,632 | ||||
Cumulative effect adjustment of adopting ASU 2014-09 | $ (396) | ||||
Adjusted balance at December 31, 2017 | 106,203 | ||||
Ending Balance | 108,835 | ||||
Treasury stock at cost | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance at December 31, 2017 | (11,118) | ||||
Adjusted balance at December 31, 2017 | (11,118) | ||||
Repurchases of common stock | (7,261) | ||||
Issuance of stock for employer contributions to retirement plan | 707 | ||||
Other | 538 | ||||
Ending Balance | (17,134) | ||||
Accumulated other comprehensive loss | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Balance at December 31, 2017 | (14,855) | ||||
Adjusted balance at December 31, 2017 | $ (14,855) | ||||
Foreign currency translation adjustment | 2,432 | ||||
Ending Balance | (12,220) | ||||
Interest Rate Cap | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Change in fair value of interest rate derivative instrument, net of tax | 148 | ||||
Interest Rate Cap | Accumulated other comprehensive loss | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Change in fair value of interest rate derivative instrument, net of tax | 148 | ||||
Interest Rate Swap | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Change in fair value of interest rate derivative instrument, net of tax | 55 | ||||
Interest Rate Swap | Accumulated other comprehensive loss | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Change in fair value of interest rate derivative instrument, net of tax | $ 55 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve | $ 2,064 | $ 2,840 |
Payments for Restructuring | (1,211) | |
Severance Costs | 435 | $ 3,300 |
Accounts Payable and Accrued Liabilities [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve | 1,700 | |
Other Noncurrent Liabilities [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve | $ 400 |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)reporting_unitpractice_areasegment | Mar. 31, 2017USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable business segments | segment | 2 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 125,032 | $ 122,447 |
Gross Profit | 17,679 | 19,388 |
Selling, General and Administrative Expense | 14,584 | 12,994 |
Restructuring charges | 435 | 0 |
Gain on change in fair value of contingent consideration, net | 2,552 | 197 |
Operating income | 5,212 | 6,591 |
Interest expense | 686 | 438 |
Other income (expense) | (164) | (75) |
Income before income tax expense | $ 4,362 | 6,078 |
Number of reporting units | reporting_unit | 4 | |
Number of practice areas | practice_area | 4 | |
Workforce Excellence [Member] | ||
Segment Reporting Information [Line Items] | ||
Gross Profit | $ 11,109 | 13,007 |
Number of practice areas | practice_area | 2 | |
Business Transformation Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Gross Profit | $ 6,570 | 6,381 |
Number of practice areas | practice_area | 2 | |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 125,032 | 122,447 |
Operating Segments | Workforce Excellence [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 74,431 | 71,543 |
Operating Segments | Business Transformation Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 50,601 | $ 50,904 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ in Thousands | May 01, 2018 | Mar. 31, 2018 |
Subsequent Event [Line Items] | ||
Business combination, contingent consideration arrangements, range of outcomes, value, high | $ 16,214 | |
IC Axon [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Cash purchase price | $ 30,000 | |
Business combination, contingent consideration arrangements, range of outcomes, value, high | $ 3,500 |