Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 25, 2020 | Jun. 30, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | Q4 | ||
Trading Symbol | GPX | ||
Entity Common Stock, Shares Outstanding | 17,080,664 | ||
Entity Registrant Name | GP STRATEGIES CORP | ||
Entity Central Index Key | 0000070415 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 191,101 | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 8,159 | $ 13,417 |
Accounts and other receivables, less allowance for doubtful accounts of $1,132 in 2019 and $2,034 in 2018 | 131,852 | 107,673 |
Unbilled Contracts Receivable | 57,229 | 80,764 |
Prepaid expenses and other current assets | 19,115 | 19,048 |
Total current assets | 216,355 | 220,902 |
Property, plant and equipment, net | 5,803 | 5,859 |
Operating lease right-of-use assets | 27,251 | 0 |
Goodwill | 171,563 | 176,124 |
Intangible assets, net | 16,344 | 20,933 |
Deferred tax assets | 1,121 | 1,077 |
Other assets, net | 10,465 | 9,843 |
Total assets | 448,902 | 434,738 |
Current liabilities: | ||
Accounts payable and accrued expenses | 92,332 | 93,254 |
Operating Lease, Liability, Current | 7,871 | 0 |
Contract with Customer, Liability | 23,234 | 23,704 |
Total current liabilities | 123,437 | 116,958 |
Long-term debt | 82,870 | 116,500 |
Operating Lease, Liability, Noncurrent | 22,159 | 0 |
Deferred Tax Liabilities, Net | 7,439 | 8,817 |
Other noncurrent liabilities | 3,083 | 5,894 |
Total liabilities | 238,988 | 248,169 |
Stockholders’ equity: | ||
Preferred stock, par value $0.01 per share; Authorized 10,000,000 shares; no shares issued | 0 | 0 |
Common stock, par value $0.01 per share; Authorized 35,000,000 shares; issued 17,222,781 shares in 2019 and 2018 | 172 | 172 |
Additional paid-in capital | 102,319 | 105,850 |
Retained earnings | 131,228 | 116,039 |
Treasury stock, at cost (190,115 shares in 2019 and 603,041 shares in 2018) | (4,070) | (13,802) |
Accumulated other comprehensive loss | (19,735) | (21,690) |
Total stockholders’ equity | 209,914 | 186,569 |
Total Liabilities and Stockholders' Equity | $ 448,902 | $ 434,738 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts and other receivables, allowance for doubtful accounts (in dollars) | $ 1,132 | $ 2,034 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 17,222,781 | 17,222,781 |
Treasury stock, shares | 190,115 | 603,041 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||||||||||
Revenue | $ 155,399 | $ 583,290 | $ 515,160 | $ 509,208 | |||||||
Cost of revenue | 494,077 | 437,417 | 427,181 | ||||||||
Gross profit | 23,309 | $ 21,667 | $ 22,959 | $ 21,278 | $ 18,292 | $ 19,199 | $ 22,573 | $ 17,679 | 89,213 | 77,743 | 82,027 |
General and administrative expenses | 64,492 | 54,848 | 55,753 | ||||||||
Sales and marketing expenses | 7,875 | 4,798 | 1,666 | ||||||||
Restructuring charges | 1,639 | 2,930 | 3,317 | ||||||||
Gain on change in fair value of contingent consideration, net | 677 | 4,438 | 1,620 | ||||||||
Gain on sale of business | 12,126 | 0 | 0 | ||||||||
Operating income | 28,010 | 19,605 | 22,911 | ||||||||
Interest expense | 6,058 | 2,945 | 3,132 | ||||||||
Other income (expense) (including interest income of $50 in 2019, $8 in 2018 and $43 in 2017) | 417 | (1,897) | (90) | ||||||||
Income before income taxes | 22,369 | 14,763 | 19,689 | ||||||||
Income tax expense | 7,180 | 4,927 | 6,798 | ||||||||
Net income | $ 9,495 | $ 2,141 | $ 3,219 | $ 334 | $ 385 | $ 3,244 | $ 3,575 | $ 2,632 | $ 15,189 | $ 9,836 | $ 12,891 |
Basic weighted average shares outstanding (in shares) | 16,827 | 16,608 | 16,748 | ||||||||
Diluted weighted average shares outstanding (in shares) | 16,861 | 16,696 | 16,873 | ||||||||
Per common share data: | |||||||||||
Basic earnings per share (in dollars per share) | $ 0.56 | $ 0.13 | $ 0.19 | $ 0.02 | $ 0.02 | $ 0.20 | $ 0.22 | $ 0.16 | $ 0.90 | $ 0.59 | $ 0.77 |
Diluted earnings per share (in dollars per share) | $ 0.56 | $ 0.13 | $ 0.19 | $ 0.02 | $ 0.02 | $ 0.20 | $ 0.22 | $ 0.16 | $ 0.90 | $ 0.59 | $ 0.76 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Investment income, interest | $ 50 | $ 8 | $ 43 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 15,189 | $ 9,836 | $ 12,891 |
Foreign currency translation adjustments | 1,955 | (6,914) | 6,686 |
Change in fair value of interest rate cap, net of tax | 0 | 142 | (142) |
Change in fair value of interest rate swap, net of tax | 0 | (63) | 63 |
Comprehensive income | $ 17,144 | $ 3,001 | $ 19,498 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Interest Rate Cap [Member] | Interest Rate Swap [Member] | Common Stock (0.01 Par) [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) | Treasury Stock at Cost [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Other Comprehensive Loss [Member]Interest Rate Cap [Member] | Accumulated Other Comprehensive Loss [Member]Interest Rate Swap [Member] |
Net Income (Loss) Attributable to Parent | $ 12,891 | |||||||||
Balance at Dec. 31, 2016 | 167,593 | $ 172 | $ 106,803 | $ 93,708 | $ (11,628) | $ (21,462) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 12,891 | 12,891 | ||||||||
Foreign currency translation adjustments | 6,686 | 6,686 | ||||||||
Change in fair value of derivative instrument, net of tax | $ (142) | $ 63 | $ (142) | $ 63 | ||||||
Repurchases of common stock in the open market | (4,302) | (4,302) | ||||||||
Stock-based compensation expense | 3,589 | 3,589 | ||||||||
Shares withheld in exchange for tax withholding payments on stock-based compensation | (1,168) | (1,168) | ||||||||
Issuance of stock for employer contributions to retirement plan | 2,725 | 40 | 2,685 | |||||||
Net issuances of stock pursuant to stock compensation plans and other | 119 | (2,008) | 2,127 | |||||||
Balance at Dec. 31, 2017 | 188,054 | 172 | 107,256 | 106,599 | (11,118) | (14,855) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Adjusted balance | 187,658 | 172 | 107,256 | 106,203 | (11,118) | (14,855) | ||||
Net Income (Loss) Attributable to Parent | 9,836 | |||||||||
Net income | 9,836 | 9,836 | ||||||||
Foreign currency translation adjustments | (6,914) | (6,914) | ||||||||
Change in fair value of derivative instrument, net of tax | $ 142 | $ (63) | $ 142 | $ (63) | ||||||
Repurchases of common stock in the open market | (7,993) | (7,993) | ||||||||
Stock-based compensation expense | 1,350 | 1,350 | ||||||||
Shares withheld in exchange for tax withholding payments on stock-based compensation | (416) | (416) | ||||||||
Issuance of stock for employer contributions to retirement plan | 2,960 | (867) | 3,827 | |||||||
Net issuances of stock pursuant to stock compensation plans and other | 9 | (1,473) | 1,482 | |||||||
Balance at Dec. 31, 2018 | 186,569 | 172 | 105,850 | 116,039 | (13,802) | (21,690) | ||||
Net Income (Loss) Attributable to Parent | 15,189 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 15,189 | 15,189 | ||||||||
Foreign currency translation adjustments | 1,955 | 1,955 | ||||||||
Stock-based compensation expense | 2,617 | 2,617 | ||||||||
Shares withheld in exchange for tax withholding payments on stock-based compensation | (278) | (278) | ||||||||
Issuance of stock for employer contributions to retirement plan | 2,978 | (2,251) | 5,229 | |||||||
Net issuances of stock pursuant to stock compensation plans and other | 884 | (3,619) | 4,503 | |||||||
Balance at Dec. 31, 2019 | $ 209,914 | $ 172 | $ 102,319 | $ 131,228 | $ (4,070) | $ (19,735) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Cash flows from operating activities: | |||
Net income | $ 15,189 | $ 9,836 | $ 12,891 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Gain on change in fair value of contingent consideration, net | (677) | (4,438) | (1,620) |
Gain on sale of business | (12,126) | 0 | 0 |
Depreciation and amortization | 9,482 | 7,921 | 6,974 |
Non-cash compensation expense | 5,595 | 4,310 | 6,314 |
Deferred income taxes | (1,086) | 876 | (313) |
Changes in other operating items, net of acquired amounts: | |||
Accounts and other receivables | (23,803) | 23,092 | (10,977) |
Unbilled revenue | 23,473 | (36,868) | (1,893) |
Prepaid expenses and other current assets | 421 | 705 | (2,297) |
Accounts payable, accrued expenses and net change in operating leases | (4,859) | 8,110 | 15,392 |
Deferred revenue | (326) | (2,094) | 2,520 |
Contingent consideration payments in excess of fair value on acquisition date | 0 | 0 | (408) |
Other | 2,117 | (240) | (323) |
Net cash provided by operating activities | 13,400 | 11,210 | 26,260 |
Cash flows from investing activities: | |||
Additions to property, plant and equipment | (2,315) | (2,834) | (2,734) |
Proceeds from Divestiture of Businesses | 20,048 | 0 | 0 |
Acquisitions, net of cash acquired | 850 | (55,290) | (11,111) |
Capitalized software development costs | (2,632) | (3,544) | (1,313) |
Other investing activities | 0 | (86) | (295) |
Net cash provided by (used in) investing activities | 15,951 | (61,754) | (15,453) |
Cash flows from financing activities: | |||
Proceeds from (repayment of) short-term borrowings | 0 | (37,577) | |
Proceeds from (repayment of) short-term borrowings | 19,864 | ||
Proceeds from long-term debt | 178,750 | 146,000 | 0 |
Repayments of long-term debt | (212,380) | (57,500) | (12,000) |
Contingent consideration payments | 0 | 0 | (4,657) |
Change in negative cash book balance | 1,932 | (1,278) | (2,138) |
Repurchases of common stock | 0 | (8,522) | (3,773) |
Tax withholding payments for employee stock-based compensation in exchange for shares surrendered | (278) | (416) | (1,168) |
Premium paid on interest rate cap | 0 | 0 | (474) |
Cash proceeds from termination of interest rate derivatives | 0 | 544 | 0 |
Payment of debt issuance costs | (303) | (1,231) | 0 |
Other financing activities | 0 | 10 | 120 |
Net cash provided by (used in) financing activities | (32,279) | 40,030 | (4,226) |
Effect of exchange rate changes on cash | (2,330) | 319 | 685 |
Net change in cash | (5,258) | (10,195) | 7,266 |
Cash at beginning of year | 13,417 | 23,612 | 16,346 |
Cash at end of year | 8,159 | 13,417 | 23,612 |
Cash paid during the year for: | |||
Interest | 5,831 | 3,741 | 1,841 |
Income taxes | 4,327 | 4,528 | 6,256 |
Non-cash financing activities: | |||
Accrued share repurchases | 0 | (529) | 529 |
Accrued contingent consideration | $ 0 | $ 905 | $ 5,613 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business and Significant Accounting Policies | Description of Business and Significant Accounting Policies Business GP Strategies Corporation is a global performance improvement solutions provider of training, digital learning solutions, management consulting and engineering services. References in this report to “GP Strategies,” the “Company,” “we” and “our” are to GP Strategies Corporation and its subsidiaries, collectively. FASB Codification We follow generally accepted accounting principles (“GAAP”) set by the Financial Accounting Standards Board (“FASB”). References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, sometimes referred to as ASC. Basis of Consolidation The consolidated financial statements include the operations of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Significant Customers & Concentration of Credit Risk We have a market concentration of revenue in both the automotive sector and financial services & insurance sector. Revenue from the automotive industry accounted for approximately 28% , 23% and 22% of our consolidated revenue for the years ended December 31, 2019 , 2018 and 2017 , respectively. In addition, we have a concentration of revenue from a single automotive customer, which accounted for approximately 13% , 14% and 13% of our consolidated revenue for the years ended December 31, 2019 , 2018 and 2017 , respectively. As of December 31, 2019 accounts receivable from a single automotive customer totaled $17.2 million , or 13% , of our consolidated accounts receivable balance. Revenue from the financial services and insurance industry accounted for approximately 16% , 19% and 20% of our consolidated revenue for the years ended December 31, 2019 , 2018 and 2017 , respectively. In addition, we have a concentration of revenue from a single financial services customer, which accounted for approximately 10% , 13% and 14% of our consolidated revenue for the years ended December 31, 2019 , 2018 and 2017 , respectively. As of December 31, 2019 , billed and unbilled accounts receivable from a single financial services customer totaled $15.4 million , or 8% , of our consolidated accounts receivable and unbilled revenue balances. No other single customer accounted for more than 10% of our consolidated revenue in 2019 or consolidated accounts receivable balance as of December 31, 2019 . Cash We maintain our cash balances in bank accounts at various financial institutions. Outstanding checks which have been issued but not presented to the banks for payment in excess of amounts on deposit may create negative book cash balances. We transfer cash on an as-needed basis to fund these items as they clear the bank in subsequent periods. Such negative cash balances are included in accounts payable and accrued expenses and totaled $3.7 million and $1.8 million as of December 31, 2019 and 2018 , respectively. Changes in negative book cash balances from period to period are reported as a financing activity in the consolidated statement of cash flows. Allowance for Doubtful Accounts Receivable Trade accounts receivable are recorded at invoiced amounts. We evaluate the collectability of trade accounts receivable based on a combination of factors. When we are aware that a specific customer may be unable to meet its financial obligations to us, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position, we evaluate the need to record a specific reserve for bad debt to reduce the related receivable to the amount we reasonably believe is collectible. We also record reserves for bad debt for all other customers based on a variety of factors, including the length of time the receivables are past due, historical collection experience and trends of past due accounts, write-offs and specific identification and review of past due accounts. Actual collections of trade receivables could differ from management’s estimates due to changes in future economic or industry conditions or specific customers’ financial conditions. Activity in our allowance for doubtful accounts was comprised of the following for the periods indicated: Year ended December 31, 2019 2018 2017 (In thousands) Beginning balance $ 2,034 $ 2,492 $ 1,091 Additions 2,871 234 1,720 Deductions (3,773 ) (692 ) (319 ) Ending balance $ 1,132 $ 2,034 $ 2,492 During the fourth quarter ended December 31, 2017, we recognized a $1.3 million bad debt reserve related to accounts receivable on a contract with a foreign oil and gas client which was terminated. During the third quarter of 2017, we also recognized a $2.6 million revenue and gross profit reduction related to this contract due to a performance dispute resulting in an increase in estimated costs to complete the project. During the fourth quarter of 2019, we entered into a settlement agreement with the client and recognized an additional bad debt reserve of $2.2 million to reflect the accounts receivable at its recoverable amount as of December 31, 2019. The remaining accounts receivable, net of the reserve, totaling $1.6 million was collected in January 2020. Foreign Currency Translation The functional currencies of our international operations are the respective local currencies of the countries in which we operate. The translation of the foreign currency into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rates prevailing during the year. The unrealized gains and losses resulting from such translation are included as a component of comprehensive income. Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “Other income (expense)" on our Consolidated Statements of Operations. We had foreign currency transaction losses totaling $0.7 million , $2.3 million and $0.3 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Revenue Recognition On January 1, 2018, we adopted FASB Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers ("Topic 606") 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. Further information regarding our revenue recognition, including our full accounting policy description, can be found in Note 2. Contract Related Assets and Liabilities 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 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 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 twelve -month period ended December 31, 2019 were not materially impacted by any other factors, except for a significant decrease in unbilled contract receivables as of December 31, 2019 compared to 2018 due to higher unbilled balances at December 31, 2018 resulting from a delay in billings at the end of 2018 in connection with the implementation of a new ERP system in the fourth quarter of 2018. Comprehensive Income Comprehensive income consists of net income, foreign currency translation adjustments, and the change in fair value of interest rate derivatives, net of tax. Other Current Assets Prepaid expenses and other current assets on our consolidated balance sheet include prepaid expenditures for goods or services before the goods are used or the services are received, inventories and work in progress on customer contracts. Prepaid expenses are charged to expense in the periods the benefits are realized. Inventories are stated at lower of cost or market. Provision is made to reduce excess and obsolete inventories to their estimated net realizable value. Costs included in work in progress on customer contracts are recognized to cost of revenue when the performance obligation is satisfied and revenue is recognized. Property, Plant and Equipment Property, plant and equipment are carried at cost (or fair value at acquisition date for assets obtained through business combinations). Major additions and improvements are capitalized, while maintenance and repairs which do not extend the lives of the assets are expensed as incurred. Gain or loss on the disposition of property, plant and equipment is recognized in operations when realized. Depreciation of property, plant and equipment is recognized on a straight-line basis over the following estimated useful lives: Class of assets Useful life Buildings and improvements 5 to 40 years Machinery, equipment, and furniture and fixtures 3 to 10 years Leasehold improvements Shorter of asset life or term of lease Impairment of Long-Lived Assets Long-lived assets, such as property, plant, and equipment, and intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized at the amount by which the carrying amount of the asset exceeds the fair value of the asset. Impairment of long-lived assets is assessed at the lowest level for which there are identifiable cash flows that are independent from other groups of assets. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. Goodwill and Intangible Assets Our intangible assets include amounts recognized in connection with acquisitions, including customer relationships, tradenames, technology and intellectual property. Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. Except for goodwill, we do not have any intangible assets with indefinite useful lives. Goodwill represents the excess of costs over fair value of assets of businesses acquired. We review our goodwill for impairment annually as of October 1 and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. We test goodwill at the reporting unit level. ASC 350 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. Under ASC 350, an entity is not required to perform a quantitative goodwill impairment test for a reporting unit if it is more likely than not that its fair value is greater than its carrying amount. For our annual goodwill impairment tests as of both October 1, 2019 and 2018 , we performed quantitative goodwill impairment tests and concluded that the fair values of each of our reporting units exceeded their respective carrying values. In the quantitative impairment test, we compare the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and we are not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then we record an impairment loss equal to the difference, however, the loss recognized would not exceed the total amount of goodwill allocated to the reporting unit. We determine the fair value of our reporting units using both an income approach and a market approach, and weigh both approaches to determine the fair value of each reporting unit. Under the income approach, we perform a discounted cash flow analysis which incorporates management’s cash flow projections over a five-year period and a terminal value is calculated by applying a capitalization rate to terminal year projections based on an estimated long-term growth rate. The five-year projected cash flows and calculated terminal value are discounted using a weighted average cost of capital (“WACC”) which takes into account the costs of debt and equity. The cost of equity is based on the risk-free interest rate, equity risk premium, industry and size equity premiums and any additional market equity risk premiums as deemed appropriate for each reporting unit. To arrive at a fair value for each reporting unit, the terminal value is discounted by the WACC and added to the present value of the estimated cash flows over the discrete five-year period. There are a number of other variables which impact the projected cash flows, such as expected revenue growth and profitability levels, working capital requirements, capital expenditures and related depreciation and amortization. Under the market approach, we perform a comparable public company analysis and apply revenue and earnings multiples from the identified set of companies to the reporting unit’s actual and forecasted financial performance to determine the fair value of each reporting unit. We evaluate the reasonableness of the fair value calculations of our reporting units by reconciling the total of the fair values of all of our reporting units to our total market capitalization, and adjusting for an appropriate control premium. In addition, we make certain judgments in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. In addition, we make certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. The timing and frequency of our goodwill impairment tests are based on an ongoing assessment of events and circumstances that would indicate a possible impairment. We will continue to monitor our goodwill and intangible assets for impairment and conduct formal tests when impairment indicators are present. Contingent Consideration for Business Acquisitions Acquisitions may include contingent consideration payments based on future financial measures of an acquired company. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities using an appropriate valuation methodology, typically either an income-based approach or a simulation model, such as the Monte Carlo model, depending on the structure of the contingent consideration arrangement. At each reporting date, the contingent consideration obligation is revalued to estimated fair value and changes in fair value subsequent to the acquisition are reflected in income or expense in the consolidated statements of operations, and could cause a material impact to our operating results. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates and changes in the timing and amount of revenue and/or earnings projections. Other Assets Other assets primarily include an investment in a joint venture, certain software development costs, and unamortized debt issuance costs relating to our revolving credit facility. We account for a 10% interest in a joint venture partnership under the equity method of accounting because significant influence exists due to certain factors, including representation on the partnership’s Management Board and voting rights. We capitalize the cost of internal-use software in accordance with ASC Topic 350-40, Internal-Use Software and ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract . These costs consist of internal labor costs and payments made to third parties for software development and implementation and are amortized using the straight-line method over their estimated useful lives, ranging from three to eight years. We amortize debt issuance costs to interest expense on a straight-line basis over the term of our revolving credit facility. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We establish accruals for uncertain tax positions taken or expected to be taken in a tax return when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Favorable or unfavorable adjustment of the accrual for any particular issue would be recognized as an increase or decrease to income tax expense in the period of a change in facts and circumstances. Interest and penalties related to income taxes are accounted for as income tax expense. Earnings per Share Basic earnings per share (“EPS”) are computed by dividing earnings by the weighted average number of common shares outstanding during the periods. Diluted EPS reflects the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Our dilutive common stock equivalent shares consist of stock options and restricted stock units outstanding under our stock-based incentive plans and are computed under the treasury stock method, using the average market price during the period. Performance-based restricted stock unit awards are included in the computation of diluted shares based on the probable outcome of the underlying performance conditions being achieved. The following table presents instruments which were not dilutive and were excluded from the computation of diluted EPS in each period, as well as the weighted average dilutive common stock equivalent shares which were included in the computation of diluted EPS: Year ended December 31, 2019 2018 2017 (In thousands) Non-dilutive instruments 103 82 13 Dilutive common stock equivalents 34 88 125 Stock-Based Compensation Pursuant to our stock-based incentive plans which are described more fully in Note 12, we grant stock options, restricted stock units, performance-based stock units (PSU's) and equity to officers, employees, and members of the Board of Directors. We compute compensation expense for all equity-based compensation awards issued to employees using the fair-value measurement method. We recognize compensation expense on a straight-line basis over the requisite service period for stock-based compensation awards with both graded and cliff vesting terms. We recognize forfeitures as they occur with a reduction in compensation expense in the period of forfeiture. We do not capitalize any material portion of our stock-based compensation. We recognize compensation expense for PSU's on a straight-line basis over the performance period based on the probable outcome of achievement of the financial targets. At the end of each reporting period, we estimate the number of PSU's expected to vest, based on the probability and extent to which the performance goals will be met, and take into account these estimates when calculating the expense for the period. If the number of shares expected to be earned changes during the performance period, we will make a cumulative adjustment to compensation expense based on the revised number of shares expected to be earned. We estimate the fair value of our stock options on the date of grant using the Black-Scholes option pricing model, which requires various assumptions such as expected term, expected stock price volatility and risk-free interest rate. We estimate the expected term of stock options granted taking into consideration historical data related to stock option exercises. We use historical stock price data in order to estimate the expected volatility factor of stock options granted. The risk-free interest rate for the periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate the estimates used, including but not limited to those related to revenue recognition, the allowance for doubtful accounts receivable, impairments of goodwill and other intangible assets, valuation of intangible assets acquired and contingent consideration liabilities assumed in business acquisitions, valuation of stock-based compensation awards and income taxes. Actual results could differ from these estimates. Fair Value Estimates ASC Topic 820, Fair Value Measurements and Disclosure (“Topic 820”), defines fair value, establishes a market-based framework or hierarchy for measuring fair value, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The guidance within Topic 820 is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. The fair value hierarchy prioritizes the inputs used in valuation techniques into three levels as follows: • Level 1 – unadjusted quoted prices for identical assets or liabilities in active markets; • Level 2 – quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation; and • Level 3 – unobservable inputs based upon the reporting entity’s internally developed assumptions which market participants would use in pricing the asset or liability. The carrying value of financial instruments including cash, accounts receivable and accounts payable approximate estimated market values because of short-term maturities and interest rates that approximate current rates. In addition, the fair value of our long-term debt approximated its carrying value as of December 31, 2019 as it bears interest at variable rates. Our fair value measurements related to goodwill, intangible assets and contingent consideration are recognized in connection with acquisitions and are valued using Level 3 inputs. Our interest rate derivatives are valued using Level 2 inputs. Leases On January 1, 2019, we adopted FASB Accounting Standards Update ("ASU") 2016-02, Leases ("Topic 842") and all the related amendments. The impact of adoption is discussed below under the "Recent Accounting Standards" section. Further information regarding our lease accounting, including our full accounting policy description, can be found in Note 14. Legal Expenses We are involved, from time to time, in litigation and proceedings arising out of the ordinary course of business. Costs for legal services rendered in the course of these proceedings are charged to expense as they are incurred. Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. Recent Accounting Standards On January 1, 2019, we adopted Accounting Standards Update (ASU) 2016-02, Leases (Topic 842), which requires the recognition of lease rights and obligations as assets and liabilities on the balance sheet. Previously, lessees were not required to recognize on the balance sheet assets and liabilities arising from operating leases. We adopted Topic 842 using the modified retrospective method of adoption applying the transition provisions at the beginning of the period of adoption, rather than at the beginning of the earliest comparative period presented in these financial statements. As a result, prior period information has not been restated. The new standard provides several optional practical expedients for use in transition. We elected to use what the FASB has deemed the “package of practical expedients,” which allows us not to reassess our previous conclusions about lease identification, lease classification and the accounting treatment for initial direct costs. The ASU also provides several optional practical expedients for the ongoing accounting for leases. We have elected the short-term lease recognition exemption for all leases that qualify, meaning that for leases with terms of twelve months or less, we will not recognize right-of-use (ROU) assets or lease liabilities on our consolidated balance sheet. Additionally, we have elected to use the practical expedient to not separate lease and non-lease components for leases of real estate, meaning that for these leases, the non-lease components are included in the associated ROU asset and lease liability balances on our consolidated balance sheet. The most significant effects of adopting Topic 842 on our consolidated financial statements were (1) the recognition of new ROU assets and lease liabilities for our operating leases of $31.1 million and $34.9 million , respectively on January 1, 2019, which included reclassifying accrued rent as a component of the ROU asset, and 2) significant new disclosures about our leasing activities, which are provided in Note 14. Topic 842 did not have a material impact on our results of operations or cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires companies to record an allowance for expected credit losses over the contractual term of financial assets, including short-term trade receivables and contract assets, and expands disclosure requirements for credit quality of financial assets. Upon adoption of the new standard on January 1, 2020, we began recognizing an allowance for credit losses based on the estimated lifetime expected credit loss related to our financial assets. Based on our analysis of Topic 326 and due to the nature and extent of our financial instruments in scope of this ASU (primarily accounts receivable) and the historical, current and expected credit quality of our customers, we do not expect this ASU to have a material impact on our consolidated results of operations and financial condition. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements for fair value measurements. The guidance promotes a framework to help improve the effectiveness of disclosures in the notes and is effective for annual and interim periods beginning after December 15, 2019, although early adoption is permitted. The new standard will impact our disclosures but is not anticipated to impact on our operating results, financial position or cash flows. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment . The standard removes step two 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 adopted the standard on January 1, 2019. The adoption of the ASU did not have an effect on our results of operations, financial condition or cash flows. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions We did not complete any acquisitions in 2019. Below is a summary of the acquisitions we completed during 2018 and 2017 respectively. 2018 Acquisitions The following table summarizes the purchase prices and purchase price allocations for the acquisitions completed during the year ended December 31, 2018. A description of the acquired businesses is summarized below the table. Acquired company TTi Global TTi Europe IC Axon Hula Acquisition date 11/30/2018 8/7/2018 5/1/2018 1/2/2018 Cash purchase price $ 14,195 $ 3,000 $ 30,535 $ 10,000 Fair value of contingent consideration — — 905 — Working capital adjustment (850 ) — — — Total purchase price $ 13,345 $ 3,000 $ 31,440 $ 10,000 Purchase price allocation: Cash $ 1,780 $ 125 $ 538 $ — Accounts receivable and other assets 14,218 1,684 3,110 — Fixed assets 300 9 368 — Customer-related intangible assets 4,428 762 10,365 1,367 Marketing-related intangible assets (tradename) 454 45 239 106 Goodwill 4,655 2,179 21,613 8,527 Total assets 25,835 4,804 36,233 10,000 Accounts payable and accrued expenses 10,066 1,609 983 — Deferred revenue 219 126 979 — Deferred tax liability 2,205 69 2,831 — Total liabilities 12,490 1,804 4,793 — Net assets acquired $ 13,345 $ 3,000 $ 31,440 $ 10,000 TTi Global On November 30, 2018, we entered into a Share Purchase Agreement with TTi Global, Inc. ("TTi Global") and its stockholders and acquired all of the outstanding shares of TTi Global. The transaction under the Share Purchase Agreement includes the acquisition of TTi Global’s subsidiaries (except for its UK and Spain subsidiaries and dormant entities) and certain affiliated companies. The Company purchased TTi Global’s UK and Spain subsidiaries in a separate transaction in August 2018 which is discussed further below. TTi Global is a provider of training, staffing, research and consulting solutions to industries across various sectors with automotive as a core focus. The total upfront purchase price for TTi Global was $ 14.2 million of cash paid at closing on November 30, 2018. The final purchase price allocation above was adjusted during 2019 based on the finalization of the working capital adjustment, as defined in the Share Purchase Agreement, and other purchase accounting adjustments identified during the measurement period. During the third quarter of 2019, the seller paid us $0.9 million in settlement of the working capital adjustment. The purchase price allocation for the acquisition includes $ 4.4 million of a customer-related intangible asset which is being amortized over nine years and $ 0.5 million of a marketing-related intangible asset which was amortized over one year from the acquisition date. The goodwill recognized is due to the expected synergies from combining the operations of the acquiree with the company. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. The acquired TTi Global business is included in the Business Transformation Services segment and the results of its operations have been included in the consolidated financial statements beginning December 1, 2018. The pro-forma impact of the acquisition is not material to our results of operations. TTi Europe On August 7, 2018, we acquired the entire share capital of TTi (Europe) Limited, a subsidiary of TTi Global, Inc. (TTi Europe), a provider of training and research services primarily for the automotive industry located in the United Kingdom. The upfront purchase price was $ 3.0 million in cash. The purchase price allocation for the acquisition primarily includes $ 0.8 million of a customer-related intangible asset which is being amortized over nine years from the acquisition date. The goodwill recognized is due to the expected synergies from combining the operations of the acquiree with the company. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. The acquired TTi Europe business is included in the Business Transformation Services segment and the results of its operations have been included in the consolidated financial statements beginning August 7, 2018. The pro-forma impact of the acquisition is not material to our results of operations. IC Axon 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 was $ 30.5 million in cash. 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. The purchase price allocation for the acquisition includes $ 10.4 million of a customer-related intangible asset which is being amortized over eight years and $ 0.2 million of a marketing-related intangible assets being amortized over three years from the acquisition date. The goodwill recognized is due to the expected synergies from combining the operations of the acquiree with the company. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. The acquired IC Axon business is included in the Workforce Excellence segment and the results of its operations have been included in the consolidated financial statements beginning May 1, 2018. The pro-forma impact of the acquisition is not material to our results of operations. 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 operations of the acquiree with the Company. The purchase price allocation for the acquisition includes $1.4 million of a customer-related intangible asset which is being amortized over four years and $0.1 million of a marketing-related intangible asset which is being amortized over two years from the acquisition date. 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 consolidated financial statements beginning January 2, 2018. The pro-forma impact of the acquisition is not material to our results of operations. 2017 Acquisitions The following table summarizes the purchase prices and purchase price allocations for the acquisitions completed during the year ended December 31, 2017. A description of the acquired businesses is summarized below the table. Acquired company YouTrain CLS Emantras McKinney Rogers Acquisition date 8/31/2017 8/31/2017 4/1/2017 2/1/2017 Cash purchase price $ 4,898 $ 436 $ 3,191 $ 3,259 Fair value of contingent consideration — 888 220 4,505 Working capital adjustment 180 — — — Total purchase price $ 5,078 $ 1,324 $ 3,411 $ 7,764 Purchase price allocation: Cash $ 673 $ — $ — $ — Accounts receivable and other assets 234 — — — Fixed assets 215 — 50 — Technology-related intangible assets — — — 2,704 Customer-related intangible assets 1,313 253 818 653 Marketing-related intangible assets (tradename) — — — 121 Goodwill 3,268 1,090 3,156 5,196 Total assets 5,703 1,343 4,024 8,674 Accounts payable and accrued expenses 348 19 558 44 Deferred revenue 28 — 55 866 Deferred tax liability 249 — — — Total liabilities 625 19 613 910 Net assets acquired $ 5,078 $ 1,324 $ 3,411 $ 7,764 YouTrain On August 31, 2017, we acquired the entire share capital of YouTrain Limited ("YouTrain"), an independent training company delivering IT, digital and life sciences skills training in Scotland and North West England. The upfront purchase price was $4.9 million which was paid in cash at closing and a completion accounts payment of $0.2 million was paid to the sellers during the fourth quarter of 2017. The purchase price allocation for the acquisition includes $ 1.3 million of a customer-related intangible asset which is being amortized over five years from the acquisition date. The goodwill recognized is due to the expected synergies from combining the operations of the acquiree with the Company. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. The acquired YouTrain business is included in the Workforce Excellence segment and the results of its operations have been included in the consolidated financial statements beginning September 1, 2017. The pro-forma impact of the acquisition is not material to our results of operations. The acquired YouTrain business is included in our acquiring United Kingdom subsidiary and its functional currency is the British Pound Sterling. CLS Performance Solutions Limited On August 31, 2017, we acquired the business and certain assets of CLS Performance Solutions Limited ("CLS"), an independent provider of Enterprise Resource Planning (ERP) end user adoption and training services in the United Kingdom. The upfront purchase price was $0.4 million which was paid in cash at closing. In addition, the purchase agreement required up to an additional $2.2 million of consideration contingent upon the achievement of certain earnings targets during the twelve-month period following the completion of the acquisition. No contingent consideration was payable as the earnings target was not achieved for the twelve-month period subsequent to the acquisition. The purchase price allocation for the acquisition includes $ 0.3 million of a customer-related intangible asset which is being amortized over three years from the acquisition date. The goodwill recognized is due to the expected synergies from combining the operations of the acquiree with the Company. None of the goodwill recorded for financial statement purposes is deductible for tax purposes. The acquired CLS business is included in the Business Transformation Services segment, and the results of its operations have been included in the consolidated financial statements beginning September 1, 2017. The pro-forma impact of the acquisition is not material to our results of operations. The acquired CLS business is included in our acquiring United Kingdom subsidiary and its functional currency is the British Pound Sterling. Emantras Effective April 1, 2017, we acquired the business and certain assets of Emantras, a digital education company that provides engaging learning experiences and effective knowledge delivery through award-winning digital and mobile solutions with offices in Fremont, California and Chennai, India. This acquisition strengthens our eLearning development capabilities, allowing us to better serve our customer base with the latest digital learning solutions. The upfront purchase price was $3.2 million in cash. In addition, the purchase agreement required up to an additional $0.3 million of consideration, contingent upon the achievement of an earnings target during the twelve-month period following completion of the acquisition, plus a percentage of any earnings in excess of the specified earnings target. No contingent consideration was paid as the earnings target for the twelve-month period subsequent to the acquisition was not achieved. The purchase price allocation for the acquisition includes $0.8 million of a customer-related intangible asset which is being amortized over four years from the acquisition date. The goodwill recognized is due to the expected synergies from combining the operations of the acquiree with the Company. The portion of the goodwill recorded for financial statement purposes that is deductible for tax purposes is $0.8 million . The acquired Emantras business is included in the Workforce Excellence segment, and the results of its operations have been included in the consolidated financial statements beginning April 1, 2017. The pro-forma impact of the acquisition is not material to our results of operations. The India-based operations of the acquired Emantras business is included in our India subsidiary and its functional currency is the Indian Rupee. McKinney Rogers On February 1, 2017, we acquired the business and certain assets of McKinney Rogers, a provider of strategic consulting services with offices in New York and London. This acquisition expands our solutions offerings, giving us the ability to leverage McKinney Rogers' intellectual property and consulting methodologies to help our global client base meet strategic business goals. The upfront purchase price was $3.3 million in cash. In addition, the purchase agreement required up to an additional $18.0 million of consideration, $6.0 million of which was contingent upon the achievement of certain earnings targets during the five -month period ended April 30, 2017 and $12.0 million of which is contingent upon the achievement of certain earnings targets during the three twelve-month periods following completion of the acquisition. In 2017, we paid the seller $1.0 million in respect of the contingent consideration for the five-month period ended April 30, 2017. No contingent consideration was payable with respect to the two twelve-month periods following completion of the acquisition as the earnings targets were not achieved. In July 2019, we entered into an amendment to the asset purchase agreement that implemented certain changes, including the elimination of the third year earnout for the period ended January 31, 2020. The purchase price allocation for the acquisition includes $ 2.7 million of a technology-related intangible asset and $ 0.7 million of a customer-related intangible asset which are both being amortized over five years and $0.1 million of a marketing-related intangible asset which is being amortized over three years from the acquisition date. The goodwill recognized is due to the expected synergies from combining the operations of the acquiree with the Company. The portion of the goodwill recorded for financial statement purposes that is deductible for tax purposes is $1.6 million . The acquired McKinney Rogers business is included in the Business Transformation Services segment, and the results of its operations have been included in the consolidated financial statements beginning February 1, 2017. The pro-forma impact of the acquisition is not material to our results of operations. Contingent Consideration Contingent consideration is recognized at fair value on the acquisition date and is re-measured each reporting period with subsequent adjustments recognized in the consolidated statement of operations. We estimate the fair value of contingent consideration liabilities using an appropriate valuation methodology, typically either an income-based approach or a simulation model, such as the Monte Carlo model, depending on the structure of the contingent consideration arrangement. Contingent consideration is valued using significant inputs that are not observable in the market which are defined as Level 3 inputs pursuant to fair value measurement accounting. We believe our estimates and assumptions are reasonable; however, there is significant judgment involved. At each reporting date, the contingent consideration obligation is revalued to estimated fair value, and changes in fair value subsequent to the acquisitions are reflected in income or expense in the consolidated statements of operations, and could cause a material impact to, and volatility in, our operating results. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates and changes in the timing and amount of revenue and/or earnings projections. Below is a summary of the changes in the recorded amount of contingent consideration liabilities from December 31, 2018 to December 31, 2019 for each acquisition (dollars in thousands): Liability as of 2019 Additions Change in Fair Value of Contingent Foreign Currency 2019 Liability as of Acquisition: Dec. 31, 2018 Consideration Translation Dec. 31, 2019 IC Axon $ 594 $ — $ (594 ) $ — $ — $ — McKinney Rogers 83 — (83 ) — — — $ 677 $ — $ (677 ) $ — $ — $ — As of December 31, 2019 , there were no remaining contingent consideration liabilities. As of December 31, 2018 , contingent consideration included in accounts payable and accrued expenses on the consolidated balance sheet totaled $0.6 million and we also had accrued contingent consideration totaling $0.1 million included in other long-term liabilities on the consolidated balance sheet which represented the portion of contingent consideration estimated to be payable greater than twelve months from the balance sheet date. |
Revenue Revenue
Revenue Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue [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 fixed price contracts in the aggregate resulted in a net increase (decrease) to revenue of $ 1.8 million , $ 1.5 million , and $(0.8) million for the years ended December 31, 2019 , 2018 and 2017 , respectively. 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 at the point in time at which control is transferred which is upon delivery. 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. As of December 31, 2019 we had $349.8 million of remaining performance obligations, which we also refer to as total backlog. We expect to recognize approximately 85 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 December 31, 2019 . Contract Balances Revenue recognized for the years ended December 31, 2019 and 2018 , that was included in the contract liability balance at the beginning of the year was $18.9 million and $20.0 million , respectively, 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 consolidated balance sheet and totaled $0.6 million and $1.6 million as of December 31, 2019 and 2018 , respectively. 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 December 31, 2019 and 2018 , we did not have any capitalized sales commissions. Revenue by Category The following series of tables presents our revenue disaggregated by various categories (dollars in thousands). Years Ended December 31, Workforce Excellence Business Transformation Services Consolidated 2019 2018 2017 2019 2018 2017 2019 2018 2017 Revenue by type of service: Managed learning services $ 218,730 206,388 207,007 $ — — — $ 218,730 206,388 207,007 Engineering & technical services 111,065 110,426 101,252 — — — 111,065 110,426 101,252 Sales enablement — — — 161,295 103,740 101,196 161,295 103,740 101,196 Organizational development — — — 92,200 94,606 99,753 92,200 94,606 99,753 $ 329,795 316,814 308,259 $ 253,495 198,346 200,949 $ 583,290 515,160 509,208 Revenue by geographic region: Americas $ 230,236 213,938 198,653 $ 193,129 165,807 175,027 $ 423,365 379,745 373,680 Europe Middle East Africa 91,947 91,764 100,296 50,160 38,171 30,461 142,107 129,935 130,757 Asia Pacific 34,300 30,688 29,828 25,354 2,634 376 59,654 33,322 30,204 Eliminations (26,688 ) (19,576 ) (20,518 ) (15,148 ) (8,266 ) (4,915 ) (41,836 ) (27,842 ) (25,433 ) $ 329,795 316,814 308,259 $ 253,495 198,346 200,949 $ 583,290 515,160 509,208 Revenue by client market sector: Automotive $ 10,024 10,646 10,102 $ 155,105 105,431 101,285 $ 165,129 116,077 111,387 Financial & Insurance 82,434 87,813 86,718 10,715 12,303 16,339 93,149 100,116 103,057 Manufacturing 34,154 33,055 35,795 21,894 16,156 17,134 56,048 49,211 52,929 Energy / Oil & Gas 35,604 37,088 34,195 5,693 4,752 2,429 41,297 41,840 36,624 U.S. Government 39,432 29,584 25,254 7,964 8,782 9,475 47,396 38,366 34,729 U.K. Government 18,153 18,733 27,734 — — — 18,153 18,733 27,734 Information & Communication 14,294 14,083 18,123 7,913 9,510 10,490 22,207 23,593 28,613 Aerospace 27,511 25,989 22,142 7,754 3,683 6,549 35,265 29,672 28,691 Electronics Semiconductor 13,906 15,070 16,449 1,495 857 1,069 15,401 15,927 17,518 Life Sciences 19,560 15,009 8,420 6,370 8,750 9,377 25,930 23,759 17,797 Other 34,723 29,744 23,327 28,592 28,122 26,802 63,315 57,866 50,129 $ 329,795 316,814 308,259 $ 253,495 198,346 200,949 $ 583,290 515,160 509,208 |
Divestitures & Assets Held for
Divestitures & Assets Held for Sale (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestitures & Assets Held for Sale | Divestitures & Assets Held for Sale Sale of Tuition Program Management Business On October 1, 2019, we sold our tuition program management business pursuant to an Asset Purchase Agreement with Bright Horizons Children's Centers LLC (the "buyer"). The purchase price was $20.0 million which was paid on closing, other than $1.5 million which is being held in escrow to secure possible indemnification claims pursuant to the terms of an escrow agreement which expires October 1, 2020. An additional $0.1 million was paid to the buyer in January 2020 based on the final calculation of assumed liabilities as defined in the asset purchase agreement. We recognized a pre-tax gain of $12.1 million , net of $0.1 million of direct selling costs, on the sale of the business. The gain recorded represents the difference between the purchase price and the carrying value of the business, which primarily included goodwill of $7.7 million . The tuition program management business was part of the Workforce Excellence segment. Sale of Alternative Fuels Division Effective January 1, 2020, we sold our Alternative Fuels Division pursuant to an Asset Purchase Agreement with Cryogenic Industries, LLC. The purchase price is up to $6.0 million , subject to adjustment based on a final calculation of net working capital as defined in the asset purchase agreement. Of the total purchase consideration, we received an advance payment of $1.5 million on December 31, 2019 and the remaining upfront consideration of $3.5 million on January 2, 2020 based on the estimated net working capital. In addition, up to $0.5 million of the purchase price is subject to the achievement of certain milestones under an assigned contract through the period December 31, 2021. The purchase price adjustment for closing net working capital is expected to be finalized during the first quarter of 2020. The major classes of assets and liabilities sold in connection with our Alternative Fuels Division included accounts receivable, net of $0.9 million , other current assets of $0.9 million , estimated goodwill of approximately $2.7 million , deferred revenue of $1.3 million and other current liabilities of $0.2 million as of December 31, 2019 . The Alternative Fuels Division was part of the Workforce Excellence segment. |
Goodwill & Other Intangible Ass
Goodwill & Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill & Other Intangible Assets Goodwill Changes in the carrying amount of goodwill by reportable business segment for the years ended December 31, 2019 and 2018 were as follows (in thousands): Business Workforce Transformation Excellence Services Total Net book value at January 1, 2018 Goodwill $ 114,814 $ 45,438 $ 160,252 Accumulated impairment losses (9,050 ) (6,367 ) (15,417 ) Total 105,764 39,071 144,835 2018 Activity: Acquisitions 21,613 14,033 35,646 Foreign currency translation (3,459 ) (898 ) (4,357 ) Net book value at December 31, 2018 Goodwill 132,968 58,573 191,541 Accumulated impairment losses (9,050 ) (6,367 ) (15,417 ) Total 123,918 52,206 176,124 2019 Activity: Purchase accounting adjustments — 1,327 1,327 Divestitures (7,681 ) — (7,681 ) Foreign currency translation 1,776 17 1,793 Net book value at December 31, 2019 Goodwill 127,063 59,917 186,980 Accumulated impairment losses (9,050 ) (6,367 ) (15,417 ) Total $ 118,013 $ 53,550 $ 171,563 Intangible Assets Subject to Amortization Intangible assets with finite lives are subject to amortization over their estimated useful lives. The primary assets included in this category and their respective balances were as follows (in thousands): December 31, 2019 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Customer relationships $ 22,348 $ (7,473 ) $ 14,875 Intellectual property and other 3,915 (2,446 ) 1,469 $ 26,263 $ (9,919 ) $ 16,344 December 31, 2018 Customer relationships $ 26,524 $ (8,547 ) $ 17,977 Intellectual property and other 4,936 (1,980 ) 2,956 $ 31,460 $ (10,527 ) $ 20,933 Amortization expense for intangible assets was $5.0 million , $4.6 million and $4.0 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Estimated future amortization expense for intangible assets included in our consolidated balance sheet as of December 31, 2019 is as follows (in thousands): Fiscal year ending: 2020 $ 3,908 2021 3,290 2022 2,086 2023 1,852 2024 1,852 Thereafter 3,356 Total $ 16,344 As of December 31, 2019 , our intangible assets with definite lives had a weighted average remaining useful life of 5.7 years . We have no amortizable intangible assets with indefinite useful lives. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following (in thousands): December 31, 2019 2018 Machinery, equipment and vehicles $ 17,170 $ 18,121 Furniture and fixtures 3,530 3,779 Leasehold improvements 2,725 2,369 Buildings 321 311 23,746 24,580 Accumulated depreciation and amortization (17,943 ) (18,721 ) $ 5,803 $ 5,859 Depreciation expense was $2.4 million , $2.2 million and $2.6 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following (in thousands): December 31, 2019 2018 Trade accounts payable $ 37,792 $ 40,969 Accrued salaries, vacation and benefits 22,322 21,550 Other accrued expenses 28,517 28,372 Accrued contingent consideration — 594 Negative cash book balance 3,701 1,769 $ 92,332 $ 93,254 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan We offer the GP Retirement Savings Plan (the “Plan”) to our employees in the United States. Eligible employees are automatically enrolled unless they elect to not participate in the Plan, and contributions begin as soon as administratively feasible after enrollment. The Plan permits pre-tax contributions to the Plan by participants pursuant to Section 401(k) of the Internal Revenue Code (IRC). We make matching contributions at our discretion. In 2019 , 2018 and 2017 , we contributed 219,427 , 162,572 , and 104,751 shares, respectively, of our common stock directly to the Plan which had a value of approximately $3.0 million , $3.0 million and $2.7 million , respectively, and is recognized as compensation expense in the consolidated statements of operations for matching contributions to the Plan. We also maintain several defined contribution pension plans for our employees in the United States, United Kingdom and other countries. We contributed to these plans $2.7 million , $2.7 million and $2.5 million during the years ended December 31, 2019 , 2018 and 2017 , respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt On November 30, 2018, we entered into a Credit Agreement with PNC Bank, National Association, as administrative agent and a syndicate of lenders (the “Credit Agreement”), replacing the prior credit agreement with Wells Fargo dated December 21, 2016, as amended on April 28, 2018 and June 29, 2018 (the "Original Credit Agreement"). The Credit agreement provides for a revolving credit facility, which expires on November 29, 2023, and consists of: a revolving loan facility with a borrowing limit of $ 200 million , including a $ 20 million sublimit for foreign borrowings; an accordion feature allowing the Company to request increases in commitments to the credit facility by up to an additional $ 100 million ; a $ 20 million letter of credit sublimit; and a swingline loan credit sublimit of $ 20 million . The obligations under the Credit Agreement are guaranteed by certain of the Company's subsidiaries (the "Guarantors"). As collateral security under the Credit Agreement and the guarantees thereof, the Company and the Guarantors have granted to the administrative agent, for the benefit of the lenders, a lien on, and first priority security interest in substantially all of their tangible and intangible assets. The proceeds of the Credit Agreement were used, in part, to repay in full all outstanding borrowings under the Original Credit Agreement, and additional proceeds of the revolving credit facility are expected to be used for working capital and other general corporate purposes of the Company and its subsidiaries, including the issuance of letters of credit and Permitted Acquisitions, as defined. Borrowings under the Credit Agreement may be in the form of Base Rate loans or Euro-Rate loans, at the option of the borrowers, and bear interest at the Base Rate plus 0.25 % to 1.25 % or the Daily LIBOR Rate plus 1.25 % to 2.25 % respectively. Base Rate loans will bear interest at a fluctuating per annum Base Rate equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5 %, (ii) the Prime Rate, and (iii) the Daily LIBOR Rate, plus 100 basis points ( 1.0% ); plus an Applicable Margin. Determination of the Applicable Margin is based on a pricing grid that is generally dependent upon the Company's Leverage Ratio (as defined) as of the end of the fiscal quarter for which consolidated financial statements have been most recently delivered. We may prepay the revolving loan, in whole or in part, at any time without premium or penalty, subject to certain conditions. The Credit Agreement contains customary representations, warranties and affirmative covenants. The Credit Agreement also contains customary negative covenants, subject to negotiated exceptions, including but not limited to: (i) liens, (ii) investments, (iii) indebtedness, (iv) significant corporate changes, including mergers and acquisitions, (v) dispositions, (vi) restricted payments, including stock dividends, and (vii) certain other restrictive agreements. The Credit Agreement also requires the Company to maintain compliance with the following financial covenants; (i) a maximum leverage ratio, and (ii) a minimum interest expense coverage ratio. On June 28, 2019 we entered into an amendment to the Credit Agreement that modified the maximum leverage ratio requirements for 2019. We were in compliance with each of these financial covenants under the Credit Agreement, as amended, as of December 31, 2019 . As of December 31, 2019 , there were $82.9 million of borrowings outstanding and $25.8 million of available borrowings under the revolving loan facility based on our Leverage Ratio. For the years ended December 31, 2019 and 2018 , the weighted average interest rate on our borrowings was 4.5% and 4.0% , respectively. As of December 31, 2019 , the fair value of our borrowings under the Credit Agreement approximated its carrying value as it bears interest at variable rates. There were $1.2 million of unamortized debt issue costs related to the Credit Agreement as of December 31, 2019 which are being amortized to interest expense over the term of the Credit Agreement and are included in Other Assets on our consolidated balance sheet. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income before income taxes and income tax expense for the years ended December 31, 2019 , 2018 and 2017 are as follows (in thousands): Years ended December 31, 2019 2018 2017 Income before income taxes: Domestic $ 12,814 $ 5,577 $ 2,901 Foreign 9,555 9,186 16,788 Total income before income taxes $ 22,369 $ 14,763 $ 19,689 Income tax expense (benefit): Current: Federal $ 2,634 $ 388 $ 3,210 State and local 586 378 256 Foreign 5,046 3,285 3,645 Total current 8,266 4,051 7,111 Deferred: Federal (338 ) 813 (241 ) State and local (99 ) 258 (176 ) Foreign (649 ) (195 ) 104 Total deferred (1,086 ) 876 (313 ) Total income tax expense $ 7,180 $ 4,927 $ 6,798 The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before income taxes. The sources and tax effects of the differences are as follows: December 31, 2019 2018 2017 Federal income tax rate 21.0 % 21.0 % 35.0 % State and local taxes net of federal benefit 3.0 1.9 0.2 Domestic production deduction — — (1.1 ) Valuation allowance 6.3 0.4 0.9 Foreign tax credits (5.0 ) — — Foreign tax rate differential 4.1 1.8 (8.8 ) Permanent differences 3.5 2.7 (6.2 ) Other (1.0 ) 2.2 (1.8 ) Global Intangible Low-taxed Income 0.2 1.5 — Tax Cuts and Jobs Act of 2017 — 1.9 16.3 Effective tax rate 32.1 % 33.4 % 34.5 % The Tax Cuts and Jobs Act of 2017 created a requirement that Global Intangible Low-Taxed Income (“GILTI”) earned by a controlled foreign corporation (“CFC”) must be included in the gross income of the U.S. shareholder. The FASB Staff Q&A Topic 740, No. 5, “Accounting for Global Intangible Low-Taxed Income” states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis difference expected to reverse as GILTI in future years, or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected to account for GILTI as a current period expense when incurred. Income tax expense was $7.2 million for the year ended December 31, 2019 compared to $4.9 million for the year ended December 31, 2018 . Our effective income tax rate was 32.1% and 33.4% for the years ended December 31, 2019 and 2018 , respectively. The decrease in the effective income tax rate compared to 2018 is primarily due to a change in the mix of income from higher to lower taxing jurisdiction. Uncertain Tax Positions As of December 31, 2019 and 2018 , we had no uncertain tax positions reflected on our consolidated balance sheet. The Company files income tax returns in U.S. federal, state and local jurisdictions, and various non-U.S. jurisdictions, and is subject to audit by tax authorities in those jurisdictions. Tax years 2016 through 2019 remain open to examination by these tax jurisdictions, and earlier years remain open to examination in certain of these jurisdictions which have longer statutes of limitations. Deferred Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Allowance for doubtful accounts $ 291 $ 531 Accrued liabilities and other 2,066 2,564 Stock-based compensation expense 297 296 Net federal, state and foreign operating loss carryforwards 2,825 1,953 Foreign tax credit carryforwards 1,379 266 Deferred tax assets 6,858 5,610 Valuation allowance on deferred tax assets (4,025 ) (1,385 ) Deferred tax liabilities: Other 182 1,181 Intangible assets, property and equipment, principally due to difference in depreciation and amortization 8,969 10,784 Net deferred tax liabilities $ (6,318 ) $ (7,740 ) As of December 31, 2019 , we had foreign and U.S. state net operating loss carryforwards of $11.5 million for tax purposes, which will be available to offset future taxable income. If not used, these carryforwards will expire beginning in 2020. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets may not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon these factors, management placed a valuation allowance of $4.0 million and $1.4 million as of the years ended December 31, 2019 and 2018 , respectively, against certain deferred tax assets, including net operating loss carryforwards, due to the uncertainty of future profitability in foreign jurisdictions. Management believes it is more likely than not that the Company will realize the benefits of the remaining deferred tax assets. Foreign Income The 2017 Tax Act includes a mandatory one-time tax on accumulated earnings of foreign subsidiaries, and as a result, all previously unremitted earnings for which no U.S. deferred tax liability had been accrued have now been subject to U.S. tax. Notwithstanding the U.S. taxation of these amounts, we intend to continue to invest these earnings, as well as the capital invested in these subsidiaries, indefinitely outside of the U.S. and do not expect to incur any significant, additional taxes related to such amounts. The Company has not provided for any additional outside basis difference inherent in its foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any additional outside basis difference in these entities is not practicable. |
Restructuring (Notes)
Restructuring (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The following table shows the balances and activity for our restructuring liability (in thousands): Employee Severance and Related Benefits Excess Facilities and Other Costs Total Liability as of December 31, 2018 $ 1,266 $ 591 $ 1,857 Additional restructuring charges 1,639 — 1,639 Reclassification to operating lease liabilities — (554 ) (554 ) Payments (2,675 ) (9 ) (2,684 ) Liability as of December 31, 2019 $ 230 $ 28 $ 258 In December 2017, we announced a new organizational structure and plan to improve operating results by increasing organic growth and reducing operating costs, and we initiated restructuring and transition activities to improve operational efficiency, reduce costs and better position the company to drive future revenue growth. These restructuring activities were completed by June 30, 2018. The total remaining liability under this restructuring plan was $0.1 million as of December 31, 2019 and $1.9 million as of December 31, 2018. As of December 31, 2019, $0.1 million is included in accounts payable and accrued expenses. As of December 31, 2018, $1.5 million was included in accounts payable and accrued expenses and $0.4 million was included in other noncurrent liabilities. In connection with the acquisition of TTi Global, Inc. in December 2018, we initiated restructuring and transition activities in the first quarter of 2019 to reduce costs and eliminate redundant positions to realize synergies with the acquired business. For the year ended December 31, 2019 , we recorded $1.6 million of restructuring charges in connection with these activities. The total remaining liability under these restructuring activities was $ 0.2 million as of December 31, 2019 which is included in accounts payable and accrued expenses. These restructuring activities were substantially complete as of December 31, 2019. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Under our 2011 Stock Incentive Plan (the "2011 Plan"), we may grant awards of non-qualified stock options, incentive stock options, restricted stock, stock units, performance shares, performance units and other incentives payable in cash or in shares of our common stock to officers, employees or members of the Board of Directors. We are authorized to grant an aggregate of 2,205,764 shares under the 2011 Plan. As of December 31, 2019 , there were 827,855 shares available for issuance of future grants of awards under the 2011 Plan and 568,812 shares representing outstanding awards under the 2011 Plan. We may issue new shares or use shares held in treasury to deliver shares to employees for our equity grants or upon exercise of non-qualified stock options. The following table summarizes the pre-tax stock-based compensation expense included in reported net income (in thousands): Years ended December 31, 2019 2018 2017 Cost of revenue $ 1,995 $ 992 $ 2,832 General and administrative expenses 622 358 757 Total stock-based compensation expense $ 2,617 $ 1,350 $ 3,589 We recognized a deferred income tax benefit of $0.4 million , $0.3 million and $1.2 million , respectively, during the years ended December 31, 2019 , 2018 , and 2017 associated with the compensation expense recognized in our consolidated financial statements. As of December 31, 2019 , we had restricted stock units outstanding under these plans as discussed below. Non-Qualified Stock Options Non-qualified stock options are granted with an exercise price not less than the fair market value of our common stock at the date of grant, vest over a period up to ten years, and expire at various terms up to ten years from the date of grant. There were no outstanding stock options as of December 31, 2019 . We received cash for the exercise price associated with stock options exercised of less than $ 0.1 million during the year ended December 31, 2018 and $0.1 million during the year ended December 31, 2017 . During the year ended December 31, 2017 , we settled 55,050 outstanding stock options held by our employees by issuing 13,482 fully vested shares which represented the fair value of those stock options upon settlement, net of required income tax withholdings. The total intrinsic value realized by participants on stock options exercised and/or settled was less than $0.1 million and $0.7 million during the years ended December 31, 2018 and 2017 respectively. Restricted Stock Units In addition to stock options, we issue restricted stock units to key employees and members of the Board of Directors based on meeting certain service goals. The stock units vest to the recipients at various dates, up to five years , based on fulfilling service requirements. We recognize the value of the market price of the underlying stock on the date of grant to compensation expense over the requisite service period. Upon vesting, the stock units are settled in shares of our common stock. Summarized share information for our restricted stock units is as follows: Year ended December 31, 2019 Weighted average grant date fair value (In shares) (In dollars) Outstanding and unvested, beginning of period 132,753 $ 20.91 Granted 132,394 15.52 Vested (161,584 ) 18.00 Forfeited (11,462 ) 21.53 Outstanding and unvested, end of period 92,101 $ 18.19 The total intrinsic value realized by participants upon the vesting of restricted stock units was $2.3 million , $1.3 million and $2.7 million during the years ended December 31, 2019 , 2018 and 2017 , respectively. As of December 31, 2019 , we had unrecognized compensation cost of $1.8 million related to the unvested portion of our outstanding restricted stock units to be recognized over a weighted average remaining service period of 1.3 years . During the years ended December 31, 2019 , 2018 , and 2017 , we realized excess income tax benefits (deficiencies) of $(0.1) million , $(0.3) million and $0.1 million respectively, related to stock option exercises or expirations and restricted stock vesting. We have a long-term incentive program (LTIP) which provides for the issuance of performance-based stock units under the 2011 Plan to certain executives. Under the LTIP, a target level of equity compensation is set for each officer. Under the program, the Compensation Committee typically sets the performance-based goals within the first 90 days of each year. Vesting of the performance-based stock units (PSU's) is contingent upon the employee's continued employment and the Company's achievement of certain performance goals during a three-year performance period. The performance goals are established by the Compensation Committee for a three-year performance period based on certain financial targets. We recognize compensation expense, net of estimated forfeitures, for PSU's on a straight-line basis over the performance period based on the probable outcome of achievement of the financial targets. At the end of each reporting period, we estimate the number of PSU's expected to vest, based on the probability and extent to which the performance goals will be met, and take into account these estimates when calculating the expense for the period. If the number of shares expected to be earned changes during the performance period, we make a cumulative adjustment to compensation expense based on the revised number of shares expected to be earned. Summarized share information for our performance-based restricted stock units is as follows: Year ended December 31, 2019 Weighted average grant date fair value (In shares) (In dollars) Outstanding and unvested, beginning of period 266,963 $ 23.80 Granted 270,572 15.41 Vested — — Forfeited (60,824 ) 26.66 Outstanding and unvested, end of period 476,711 $ 18.67 As of December 31, 2019 , we had unrecognized compensation cost of $ 1.6 million related to the unvested portion of our outstanding performance-based restricted stock units to be recognized over a weighted average remaining service period of 2.0 years . |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | Common Stock The holders of common stock are entitled to one vote per share. As of December 31, 2019 , there were 17,032,666 shares of common stock issued and outstanding. In addition, as of December 31, 2019 , there were 568,812 shares reserved for issuance under outstanding equity compensation awards for unvested restricted stock units and an additional 827,855 shares available for issuance for future grants of awards under the 2011 Plan. Stock Repurchase Program We have a share repurchase program under which we may repurchase shares of our common stock from time to time in the open market, subject to prevailing business and market conditions and other factors. During the year ended December 31, 2019 we did not repurchase shares and during the years ended December 31, 2018 and 2017 , we repurchased approximately 354,000 and 182,000 shares, respectively, of our common stock in the open market for a total cost of approximately $8.0 million and $4.3 million , respectively. As of December 31, 2019 , there was approximately $3.8 million available for future repurchases under the buyback program. There is no expiration date for the repurchase program. Securities Purchase Agreement On December 30, 2009, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single accredited investor, Sagard Capital Partners, L.P. (“Sagard”), pursuant to which we sold to Sagard, in a private placement, an aggregate of 2,857,143 shares (the “Shares”) of our common stock, par value $0.01 , at a price of $7.00 per share (the “Offering”), for an aggregate purchase price of $20.0 million . The Offering closed on December 30, 2009. The Purchase Agreement prohibits Sagard from acquiring beneficial ownership of more than 23% of our common stock (calculated on a fully diluted basis). As of December 31, 2019 , Sagard beneficially owned 3,639,367 shares or 21.4% of our outstanding common stock. In connection with the Offering, on December 30, 2009, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Sagard. Pursuant to the Registration Rights Agreement, we filed a registration statement with the Securities and Exchange Commission (the “SEC”) for purposes of registering the resale of the Shares and any shares of common stock issued pursuant to the preemptive rights under Section 4(l) of the Purchase Agreement (or any shares of common stock issuable upon exercise, conversion or exchange of securities issued pursuant to the preemptive rights). We filed the registration statement with the SEC on September 27, 2010 and it was declared effective by the SEC on October 8, 2010. If we fail to meet filing or effectiveness deadlines with respect to any additional registration statements required by the Registration Rights Agreement, or fail to keep any registration statements continuously effective (with limited exceptions), we will be obligated to pay to the holders of the Shares liquidated damages in the amount of 1% of the purchase price for the Shares per month, up to a maximum of $2.4 million . We also agreed, among other things, to indemnify the selling holders under the registration statements from certain liabilities and to pay all fees and expenses (excluding underwriting discounts and selling commissions and all legal fees of the selling holders in excess of $25,000 ) incident to our obligations under the Registration Rights Agreement. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases We determine at its inception whether an arrangement that provides us control over the use of an asset is a lease. We recognize at lease commencement a right-of-use (ROU) asset and lease liability based on the present value of the future lease payments over the lease term. We have elected not to recognize a ROU asset and lease liability for leases with terms of 12 months or less. Certain of our leases include options to extend the term of the lease or to terminate the lease prior to the end of the initial term. When it is reasonably certain that we will exercise the option, we include the impact of the option in the lease term for purposes of determining total future lease payments. As most of our lease agreements do not explicitly state the discount rate implicit in the lease, we use our incremental borrowing rate on the commencement date to calculate the present value of future payments. Some of our leases include future rent escalations that are based on the Consumer Price Index (CPI) or other similar indices. These future rent escalations are not included in the calculation of the ROU asset and lease liability because they be cannot be forecasted at the lease inception date. These are considered variable lease payments and are expensed as incurred. In addition to the present value of the future lease payments, the calculation of the ROU asset also includes any lease pre-payments and initial direct costs of obtaining the lease, such as commissions. In addition to the base rent, real estate leases typically contain provisions for common-area maintenance and other similar services, which are considered non-lease components for accounting purposes. For our real estate leases, we apply a practical expedient to include these non-lease components in calculating the ROU asset and lease liability. For all other types of leases, non-lease components are excluded from our ROU assets and lease liabilities and expensed as incurred. We have operating leases for office facilities, vehicles and computer and office equipment. We do not have any material finance leases. Lease expense is included in Cost of Revenue and General & Administrative Expenses on the consolidated statements of operations, and is recorded net of immaterial sublease income. The components of lease expense were as follows (in thousands): Year Ended December 31, 2019 Operating lease cost $ 9,148 Short-term lease cost 1,695 Total lease costs $ 10,843 Supplemental information related to leases was as follows (dollars in thousands): Year Ended December 31, 2019 Operating lease right-of-use assets $ 27,251 Current portion of operating lease liabilities $ 7,871 Non-current portion of operating lease liabilities 22,159 Total operating lease liabilities $ 30,030 Cash paid for amounts included in the measurement of operating lease liabilities $ 10,137 Right-of-use assets obtained in exchange for operating lease liabilities $ 4,353 Weighted-average remaining lease term for operating leases (years) 5.5 years Weighted-average discount rate for operating leases 4.7 % The following is a reconciliation of future undiscounted cash flows to the operating lease liabilities on our consolidated balance sheet as of December 31, 2019 (in thousands): Year ended December 31, 2020 $ 8,411 2021 6,583 2022 5,120 2023 4,276 2024 3,992 Thereafter 6,060 Total future lease payments 34,442 Less: imputed interest (4,412 ) Present value of future lease payments 30,030 Less: current portion of lease liabilities (7,871 ) Long-term lease liabilities $ 22,159 Under Topic 840, our future minimum payments for all operating lease obligations as of December 31, 2018 were as follows (in thousands): Year ended December 31, 2019 $ 10,646 2020 7,833 2021 5,520 2022 4,528 2023 3,898 Thereafter 8,671 Total $ 41,096 Rent expense was approximately $10.9 million and $11.0 million for the years ended December, 31, 2018 and 2017, respectively. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments As of December 31, 2019 , we operated through two reportable business segments: (i) Workforce Excellence and (ii) Business Transformation Services. We are organized into two operating segments aligned by complementary service lines and supported by a business development organization aligned by industry sector. 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 . We have four reporting units for purposes of goodwill impairment testing, which represent our four practices which are one level below our 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. 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, 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, processes and workforce 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 customer salesforces as well as service technicians with respect to new product features and designs, in effect rapidly increasing the salesforce and technician 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 transformation and achieve business results. Solutions include strategy, leadership, employee engagement and culture consulting, enterprise technology implementation and adoption solutions, and organization design and business performance consulting. We do not allocate the following items to the segments: general & administrative expenses, sales & marketing expenses, restructuring charges, other income (expense), interest expense, gain on change in fair value of contingent consideration, net 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): Years ended December 31, 2019 2018 2017 Revenue: Workforce Excellence $ 329,795 $ 316,814 $ 308,259 Business Transformation Services 253,495 198,346 200,949 $ 583,290 $ 515,160 $ 509,208 Gross Profit: Workforce Excellence $ 55,855 $ 50,875 $ 52,958 Business Transformation Services 33,358 26,868 29,069 Total gross profit 89,213 77,743 82,027 General and administrative expenses 64,492 54,848 55,753 Sales and marketing expenses 7,875 4,798 1,666 Restructuring charges 1,639 2,930 3,317 Gain on change in fair value of contingent consideration, net 677 4,438 1,620 Gain on sale of business 12,126 — — Operating income 28,010 19,605 22,911 Interest expense 6,058 2,945 3,132 Other income (expense) 417 (1,897 ) (90 ) Income before income tax expense $ 22,369 $ 14,763 $ 19,689 Additional information relating to our business segments is as follows (in thousands): December 31, 2019 2018 Identifiable assets: Workforce Excellence $ 290,465 $ 283,039 Business Transformation Services 158,437 151,699 Total assets $ 448,902 $ 434,738 Corporate and other assets which consist primarily of cash, other assets, and deferred tax assets and liabilities are allocated to the segments based on their respective percentage of consolidated revenues. Years ended December 31, 2019 2018 2017 Additions to property, plant and equipment: Workforce Excellence $ 1,657 $ 1,321 $ 1,609 Business Transformation Services 395 625 184 Corporate and other 263 888 941 $ 2,315 $ 2,834 $ 2,734 Depreciation and amortization: Workforce Excellence $ 3,865 $ 3,664 $ 2,643 Business Transformation Services 3,641 2,827 2,770 Corporate and other 1,976 1,430 1,561 $ 9,482 $ 7,921 $ 6,974 Information about our revenue in different geographic regions, which is attributable to our operations located primarily in the United States, United Kingdom and other countries is as follows (in thousands): Years ended December 31, 2019 2018 2017 United States $ 374,017 $ 344,720 $ 350,632 United Kingdom 86,511 92,059 100,466 Other 122,762 78,381 58,110 $ 583,290 $ 515,160 $ 509,208 Information about our total assets in different geographic regions is as follows (in thousands): December 31, 2019 2018 United States $ 255,649 $ 248,657 United Kingdom 72,939 72,048 Canada 43,503 41,974 Other 76,811 72,059 $ 448,902 $ 434,738 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Our financial instruments measured at fair value include contingent consideration in connection with business combinations. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 , and the level they fall within the fair value hierarchy (in thousands): Fair Value Fair Value December 31, Financial Instrument Financial Statement Classification Hierarchy 2019 2018 Contingent consideration Accounts payable and accrued expenses Level 3 $ — $ 594 Contingent consideration Other noncurrent liabilities Level 3 — 83 |
Commitments, Guarantees, and Co
Commitments, Guarantees, and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Guarantees, and Contingencies | Commitments, Guarantees, and Contingencies As of December 31, 2019 , we had outstanding letters of credit totaling $0.1 million , which expire in 2022. In addition, as of December 31, 2019 , we had three outstanding performance bonds totaling $12.4 million primarily for contracts in our alternative fuels business. |
Quarterly Information (unaudite
Quarterly Information (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Information (unaudited) | Quarterly Information (unaudited) Our quarterly financial information has not been audited but, in management’s opinion, includes all adjustments necessary for a fair presentation. (In thousands) Three months ended Year ended 2019 March 31 June 30 September 30 December 31 December 31 Revenue $ 139,473 $ 149,413 $ 139,005 $ 155,399 $ 583,290 Gross profit 21,278 22,959 21,667 23,309 89,213 Net income 334 3,219 2,141 9,495 (a) 15,189 Earnings per share: Basic $ 0.02 $ 0.19 $ 0.13 $ 0.56 $ 0.90 Diluted $ 0.02 $ 0.19 $ 0.13 $ 0.56 $ 0.90 2018 Revenue $ 125,032 $ 133,691 $ 123,566 $ 132,871 $ 515,160 Gross profit 17,679 22,573 19,199 18,292 77,743 Net income 2,632 3,575 3,244 385 9,836 Earnings per share: Basic $ 0.16 $ 0.22 $ 0.20 $ 0.02 $ 0.59 Diluted $ 0.16 $ 0.22 $ 0.20 $ 0.02 $ 0.59 The sum of the quarterly earnings per share amounts may not equal the total for the year due to the effects of rounding and dilution as a result of issuing common shares during the year. |
Description of Business and S_2
Description of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Business | Business GP Strategies Corporation is a global performance improvement solutions provider of training, digital learning solutions, management consulting and engineering services. References in this report to “GP Strategies,” the “Company,” “we” and “our” are to GP Strategies Corporation and its subsidiaries, collectively. |
FASB Codification | FASB Codification We follow generally accepted accounting principles (“GAAP”) set by the Financial Accounting Standards Board (“FASB”). References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, sometimes referred to as ASC. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the operations of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. |
Significant Customers and Concentration of Credit Risk | Significant Customers & Concentration of Credit Risk We have a market concentration of revenue in both the automotive sector and financial services & insurance sector. Revenue from the automotive industry accounted for approximately 28% , 23% and 22% of our consolidated revenue for the years ended December 31, 2019 , 2018 and 2017 , respectively. In addition, we have a concentration of revenue from a single automotive customer, which accounted for approximately 13% , 14% and 13% of our consolidated revenue for the years ended December 31, 2019 , 2018 and 2017 , respectively. As of December 31, 2019 accounts receivable from a single automotive customer totaled $17.2 million , or 13% , of our consolidated accounts receivable balance. Revenue from the financial services and insurance industry accounted for approximately 16% , 19% and 20% of our consolidated revenue for the years ended December 31, 2019 , 2018 and 2017 , respectively. In addition, we have a concentration of revenue from a single financial services customer, which accounted for approximately 10% , 13% and 14% of our consolidated revenue for the years ended December 31, 2019 , 2018 and 2017 , respectively. As of December 31, 2019 , billed and unbilled accounts receivable from a single financial services customer totaled $15.4 million , or 8% , of our consolidated accounts receivable and unbilled revenue balances. No other single customer accounted for more than 10% of our consolidated revenue in 2019 or consolidated accounts receivable balance as of December 31, 2019 . |
Cash and Cash Equivalents | Cash We maintain our cash balances in bank accounts at various financial institutions. Outstanding checks which have been issued but not presented to the banks for payment in excess of amounts on deposit may create negative book cash balances. We transfer cash on an as-needed basis to fund these items as they clear the bank in subsequent periods. Such negative cash balances are included in accounts payable and accrued expenses and totaled $3.7 million and $1.8 million as of December 31, 2019 and 2018 , respectively. Changes in negative book cash balances from period to period are reported as a financing activity in the consolidated statement of cash flows. |
Allowance for Doubtful Accounts Receivable | Allowance for Doubtful Accounts Receivable Trade accounts receivable are recorded at invoiced amounts. We evaluate the collectability of trade accounts receivable based on a combination of factors. When we are aware that a specific customer may be unable to meet its financial obligations to us, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position, we evaluate the need to record a specific reserve for bad debt to reduce the related receivable to the amount we reasonably believe is collectible. We also record reserves for bad debt for all other customers based on a variety of factors, including the length of time the receivables are past due, historical collection experience and trends of past due accounts, write-offs and specific identification and review of past due accounts. Actual collections of trade receivables could differ from management’s estimates due to changes in future economic or industry conditions or specific customers’ financial conditions. |
Foreign Currency Translation | Foreign Currency Translation The functional currencies of our international operations are the respective local currencies of the countries in which we operate. The translation of the foreign currency into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rates prevailing during the year. The unrealized gains and losses resulting from such translation are included as a component of comprehensive income. Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “Other income (expense)" on our Consolidated Statements of Operations. |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted FASB Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers ("Topic 606") 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. Further information regarding our revenue recognition, including our full accounting policy description, can be found in Note 2. Contract Related Assets and Liabilities 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 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 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 twelve -month period ended December 31, 2019 were not materially impacted by any other factors, except for a significant decrease in unbilled contract receivables as of December 31, 2019 compared to 2018 due to higher unbilled balances at December 31, 2018 resulting from a delay in billings at the end of 2018 in connection with the implementation of a new ERP system in the fourth quarter of 2018. |
Comprehensive Income | Comprehensive Income Comprehensive income consists of net income, foreign currency translation adjustments, and the change in fair value of interest rate derivatives, net of tax. |
Other Current Assets | Other Current Assets Prepaid expenses and other current assets on our consolidated balance sheet include prepaid expenditures for goods or services before the goods are used or the services are received, inventories and work in progress on customer contracts. Prepaid expenses are charged to expense in the periods the benefits are realized. Inventories are stated at lower of cost or market. Provision is made to reduce excess and obsolete inventories to their estimated net realizable value. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are carried at cost (or fair value at acquisition date for assets obtained through business combinations). Major additions and improvements are capitalized, while maintenance and repairs which do not extend the lives of the assets are expensed as incurred. Gain or loss on the disposition of property, plant and equipment is recognized in operations when realized. Depreciation of property, plant and equipment is recognized on a straight-line basis over the following estimated useful lives: Class of assets Useful life Buildings and improvements 5 to 40 years Machinery, equipment, and furniture and fixtures 3 to 10 years Leasehold improvements Shorter of asset life or term of lease |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property, plant, and equipment, and intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized at the amount by which the carrying amount of the asset exceeds the fair value of the asset. Impairment of long-lived assets is assessed at the lowest level for which there are identifiable cash flows that are independent from other groups of assets. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Our intangible assets include amounts recognized in connection with acquisitions, including customer relationships, tradenames, technology and intellectual property. Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. Except for goodwill, we do not have any intangible assets with indefinite useful lives. Goodwill represents the excess of costs over fair value of assets of businesses acquired. We review our goodwill for impairment annually as of October 1 and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. We test goodwill at the reporting unit level. ASC 350 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. Under ASC 350, an entity is not required to perform a quantitative goodwill impairment test for a reporting unit if it is more likely than not that its fair value is greater than its carrying amount. For our annual goodwill impairment tests as of both October 1, 2019 and 2018 , we performed quantitative goodwill impairment tests and concluded that the fair values of each of our reporting units exceeded their respective carrying values. In the quantitative impairment test, we compare the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and we are not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then we record an impairment loss equal to the difference, however, the loss recognized would not exceed the total amount of goodwill allocated to the reporting unit. We determine the fair value of our reporting units using both an income approach and a market approach, and weigh both approaches to determine the fair value of each reporting unit. Under the income approach, we perform a discounted cash flow analysis which incorporates management’s cash flow projections over a five-year period and a terminal value is calculated by applying a capitalization rate to terminal year projections based on an estimated long-term growth rate. The five-year projected cash flows and calculated terminal value are discounted using a weighted average cost of capital (“WACC”) which takes into account the costs of debt and equity. The cost of equity is based on the risk-free interest rate, equity risk premium, industry and size equity premiums and any additional market equity risk premiums as deemed appropriate for each reporting unit. To arrive at a fair value for each reporting unit, the terminal value is discounted by the WACC and added to the present value of the estimated cash flows over the discrete five-year period. There are a number of other variables which impact the projected cash flows, such as expected revenue growth and profitability levels, working capital requirements, capital expenditures and related depreciation and amortization. Under the market approach, we perform a comparable public company analysis and apply revenue and earnings multiples from the identified set of companies to the reporting unit’s actual and forecasted financial performance to determine the fair value of each reporting unit. We evaluate the reasonableness of the fair value calculations of our reporting units by reconciling the total of the fair values of all of our reporting units to our total market capitalization, and adjusting for an appropriate control premium. In addition, we make certain judgments in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. In addition, we make certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. The timing and frequency of our goodwill impairment tests are based on an ongoing assessment of events and circumstances that would indicate a possible impairment. We will continue to monitor our goodwill and intangible assets for impairment and conduct formal tests when impairment indicators are present. |
Contingent Consideration for Business Acquisitions | Contingent Consideration for Business Acquisitions Acquisitions may include contingent consideration payments based on future financial measures of an acquired company. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities using an appropriate valuation methodology, typically either an income-based approach or a simulation model, such as the Monte Carlo model, depending on the structure of the contingent consideration arrangement. At each reporting date, the contingent consideration obligation is revalued to estimated fair value and changes in fair value subsequent to the acquisition are reflected in income or expense in the consolidated statements of operations, and could cause a material impact to our operating results. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates and changes in the timing and amount of revenue and/or earnings projections. |
Other Assets | Other Assets Other assets primarily include an investment in a joint venture, certain software development costs, and unamortized debt issuance costs relating to our revolving credit facility. We account for a 10% interest in a joint venture partnership under the equity method of accounting because significant influence exists due to certain factors, including representation on the partnership’s Management Board and voting rights. We capitalize the cost of internal-use software in accordance with ASC Topic 350-40, Internal-Use Software and ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract . These costs consist of internal labor costs and payments made to third parties for software development and implementation and are amortized using the straight-line method over their estimated useful lives, ranging from three to eight years. We amortize debt issuance costs to interest expense on a straight-line basis over the term of our revolving credit facility. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We establish accruals for uncertain tax positions taken or expected to be taken in a tax return when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Favorable or unfavorable adjustment of the accrual for any particular issue would be recognized as an increase or decrease to income tax expense in the period of a change in facts and circumstances. Interest and penalties related to income taxes are accounted for as income tax expense. |
Earnings per Share | Earnings per Share Basic earnings per share (“EPS”) are computed by dividing earnings by the weighted average number of common shares outstanding during the periods. Diluted EPS reflects the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Our dilutive common stock equivalent shares consist of stock options and restricted stock units outstanding under our stock-based incentive plans and are computed under the treasury stock method, using the average market price during the period. Performance-based restricted stock unit awards are included in the computation of diluted shares based on the probable outcome of the underlying performance conditions being achieved. The following table presents instruments which were not dilutive and were excluded from the computation of diluted EPS in each period, as well as the weighted average dilutive common stock equivalent shares which were included in the computation of diluted EPS: |
Stock-based Compensation | Stock-Based Compensation Pursuant to our stock-based incentive plans which are described more fully in Note 12, we grant stock options, restricted stock units, performance-based stock units (PSU's) and equity to officers, employees, and members of the Board of Directors. We compute compensation expense for all equity-based compensation awards issued to employees using the fair-value measurement method. We recognize compensation expense on a straight-line basis over the requisite service period for stock-based compensation awards with both graded and cliff vesting terms. We recognize forfeitures as they occur with a reduction in compensation expense in the period of forfeiture. We do not capitalize any material portion of our stock-based compensation. We recognize compensation expense for PSU's on a straight-line basis over the performance period based on the probable outcome of achievement of the financial targets. At the end of each reporting period, we estimate the number of PSU's expected to vest, based on the probability and extent to which the performance goals will be met, and take into account these estimates when calculating the expense for the period. If the number of shares expected to be earned changes during the performance period, we will make a cumulative adjustment to compensation expense based on the revised number of shares expected to be earned. We estimate the fair value of our stock options on the date of grant using the Black-Scholes option pricing model, which requires various assumptions such as expected term, expected stock price volatility and risk-free interest rate. We estimate the expected term of stock options granted taking into consideration historical data related to stock option exercises. We use historical stock price data in order to estimate the expected volatility factor of stock options granted. The risk-free interest rate for the periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate the estimates used, including but not limited to those related to revenue recognition, the allowance for doubtful accounts receivable, impairments of goodwill and other intangible assets, valuation of intangible assets acquired and contingent consideration liabilities assumed in business acquisitions, valuation of stock-based compensation awards and income taxes. Actual results could differ from these estimates. |
Fair Value Estimates | Fair Value Estimates ASC Topic 820, Fair Value Measurements and Disclosure (“Topic 820”), defines fair value, establishes a market-based framework or hierarchy for measuring fair value, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The guidance within Topic 820 is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. The fair value hierarchy prioritizes the inputs used in valuation techniques into three levels as follows: • Level 1 – unadjusted quoted prices for identical assets or liabilities in active markets; • Level 2 – quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation; and • Level 3 – unobservable inputs based upon the reporting entity’s internally developed assumptions which market participants would use in pricing the asset or liability. The carrying value of financial instruments including cash, accounts receivable and accounts payable approximate estimated market values because of short-term maturities and interest rates that approximate current rates. In addition, the fair value of our long-term debt approximated its carrying value as of December 31, 2019 as it bears interest at variable rates. Our fair value measurements related to goodwill, intangible assets and contingent consideration are recognized in connection with acquisitions and are valued using Level 3 inputs. Our interest rate derivatives are valued using Level 2 inputs. |
Leases | Leases |
Legal Expenses | Legal Expenses We are involved, from time to time, in litigation and proceedings arising out of the ordinary course of business. Costs for legal services rendered in the course of these proceedings are charged to expense as they are incurred. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. |
Accounting Standard Issued | Accounting Standards On January 1, 2019, we adopted Accounting Standards Update (ASU) 2016-02, Leases (Topic 842), which requires the recognition of lease rights and obligations as assets and liabilities on the balance sheet. Previously, lessees were not required to recognize on the balance sheet assets and liabilities arising from operating leases. We adopted Topic 842 using the modified retrospective method of adoption applying the transition provisions at the beginning of the period of adoption, rather than at the beginning of the earliest comparative period presented in these financial statements. As a result, prior period information has not been restated. The new standard provides several optional practical expedients for use in transition. We elected to use what the FASB has deemed the “package of practical expedients,” which allows us not to reassess our previous conclusions about lease identification, lease classification and the accounting treatment for initial direct costs. The ASU also provides several optional practical expedients for the ongoing accounting for leases. We have elected the short-term lease recognition exemption for all leases that qualify, meaning that for leases with terms of twelve months or less, we will not recognize right-of-use (ROU) assets or lease liabilities on our consolidated balance sheet. Additionally, we have elected to use the practical expedient to not separate lease and non-lease components for leases of real estate, meaning that for these leases, the non-lease components are included in the associated ROU asset and lease liability balances on our consolidated balance sheet. The most significant effects of adopting Topic 842 on our consolidated financial statements were (1) the recognition of new ROU assets and lease liabilities for our operating leases of $31.1 million and $34.9 million , respectively on January 1, 2019, which included reclassifying accrued rent as a component of the ROU asset, and 2) significant new disclosures about our leasing activities, which are provided in Note 14. Topic 842 did not have a material impact on our results of operations or cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires companies to record an allowance for expected credit losses over the contractual term of financial assets, including short-term trade receivables and contract assets, and expands disclosure requirements for credit quality of financial assets. Upon adoption of the new standard on January 1, 2020, we began recognizing an allowance for credit losses based on the estimated lifetime expected credit loss related to our financial assets. Based on our analysis of Topic 326 and due to the nature and extent of our financial instruments in scope of this ASU (primarily accounts receivable) and the historical, current and expected credit quality of our customers, we do not expect this ASU to have a material impact on our consolidated results of operations and financial condition. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements for fair value measurements. The guidance promotes a framework to help improve the effectiveness of disclosures in the notes and is effective for annual and interim periods beginning after December 15, 2019, although early adoption is permitted. The new standard will impact our disclosures but is not anticipated to impact on our operating results, financial position or cash flows. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment . The standard removes step two 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 adopted the standard on January 1, 2019. The adoption of the ASU did not have an effect on our results of operations, financial condition or cash flows. |
Description of Business and S_3
Description of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Allowance for doubtful accounts activity | Activity in our allowance for doubtful accounts was comprised of the following for the periods indicated: Year ended December 31, 2019 2018 2017 (In thousands) Beginning balance $ 2,034 $ 2,492 $ 1,091 Additions 2,871 234 1,720 Deductions (3,773 ) (692 ) (319 ) Ending balance $ 1,132 $ 2,034 $ 2,492 |
Property, plant and equipment estimated useful lives | Depreciation of property, plant and equipment is recognized on a straight-line basis over the following estimated useful lives: Class of assets Useful life Buildings and improvements 5 to 40 years Machinery, equipment, and furniture and fixtures 3 to 10 years Leasehold improvements Shorter of asset life or term of lease |
Schedule of antidilutive securities excluded from computation of EPS | The following table presents instruments which were not dilutive and were excluded from the computation of diluted EPS in each period, as well as the weighted average dilutive common stock equivalent shares which were included in the computation of diluted EPS: Year ended December 31, 2019 2018 2017 (In thousands) Non-dilutive instruments 103 82 13 Dilutive common stock equivalents 34 88 125 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the purchase prices and purchase price allocations for the acquisitions completed during the year ended December 31, 2017. A description of the acquired businesses is summarized below the table. Acquired company YouTrain CLS Emantras McKinney Rogers Acquisition date 8/31/2017 8/31/2017 4/1/2017 2/1/2017 Cash purchase price $ 4,898 $ 436 $ 3,191 $ 3,259 Fair value of contingent consideration — 888 220 4,505 Working capital adjustment 180 — — — Total purchase price $ 5,078 $ 1,324 $ 3,411 $ 7,764 Purchase price allocation: Cash $ 673 $ — $ — $ — Accounts receivable and other assets 234 — — — Fixed assets 215 — 50 — Technology-related intangible assets — — — 2,704 Customer-related intangible assets 1,313 253 818 653 Marketing-related intangible assets (tradename) — — — 121 Goodwill 3,268 1,090 3,156 5,196 Total assets 5,703 1,343 4,024 8,674 Accounts payable and accrued expenses 348 19 558 44 Deferred revenue 28 — 55 866 Deferred tax liability 249 — — — Total liabilities 625 19 613 910 Net assets acquired $ 5,078 $ 1,324 $ 3,411 $ 7,764 The following table summarizes the purchase prices and purchase price allocations for the acquisitions completed during the year ended December 31, 2018. A description of the acquired businesses is summarized below the table. Acquired company TTi Global TTi Europe IC Axon Hula Acquisition date 11/30/2018 8/7/2018 5/1/2018 1/2/2018 Cash purchase price $ 14,195 $ 3,000 $ 30,535 $ 10,000 Fair value of contingent consideration — — 905 — Working capital adjustment (850 ) — — — Total purchase price $ 13,345 $ 3,000 $ 31,440 $ 10,000 Purchase price allocation: Cash $ 1,780 $ 125 $ 538 $ — Accounts receivable and other assets 14,218 1,684 3,110 — Fixed assets 300 9 368 — Customer-related intangible assets 4,428 762 10,365 1,367 Marketing-related intangible assets (tradename) 454 45 239 106 Goodwill 4,655 2,179 21,613 8,527 Total assets 25,835 4,804 36,233 10,000 Accounts payable and accrued expenses 10,066 1,609 983 — Deferred revenue 219 126 979 — Deferred tax liability 2,205 69 2,831 — Total liabilities 12,490 1,804 4,793 — Net assets acquired $ 13,345 $ 3,000 $ 31,440 $ 10,000 |
Schedule of Changes in Contingent Consideration Liabilities | Below is a summary of the changes in the recorded amount of contingent consideration liabilities from December 31, 2018 to December 31, 2019 for each acquisition (dollars in thousands): Liability as of 2019 Additions Change in Fair Value of Contingent Foreign Currency 2019 Liability as of Acquisition: Dec. 31, 2018 Consideration Translation Dec. 31, 2019 IC Axon $ 594 $ — $ (594 ) $ — $ — $ — McKinney Rogers 83 — (83 ) — — — $ 677 $ — $ (677 ) $ — $ — $ — |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following series of tables presents our revenue disaggregated by various categories (dollars in thousands). Years Ended December 31, Workforce Excellence Business Transformation Services Consolidated 2019 2018 2017 2019 2018 2017 2019 2018 2017 Revenue by type of service: Managed learning services $ 218,730 206,388 207,007 $ — — — $ 218,730 206,388 207,007 Engineering & technical services 111,065 110,426 101,252 — — — 111,065 110,426 101,252 Sales enablement — — — 161,295 103,740 101,196 161,295 103,740 101,196 Organizational development — — — 92,200 94,606 99,753 92,200 94,606 99,753 $ 329,795 316,814 308,259 $ 253,495 198,346 200,949 $ 583,290 515,160 509,208 Revenue by geographic region: Americas $ 230,236 213,938 198,653 $ 193,129 165,807 175,027 $ 423,365 379,745 373,680 Europe Middle East Africa 91,947 91,764 100,296 50,160 38,171 30,461 142,107 129,935 130,757 Asia Pacific 34,300 30,688 29,828 25,354 2,634 376 59,654 33,322 30,204 Eliminations (26,688 ) (19,576 ) (20,518 ) (15,148 ) (8,266 ) (4,915 ) (41,836 ) (27,842 ) (25,433 ) $ 329,795 316,814 308,259 $ 253,495 198,346 200,949 $ 583,290 515,160 509,208 Revenue by client market sector: Automotive $ 10,024 10,646 10,102 $ 155,105 105,431 101,285 $ 165,129 116,077 111,387 Financial & Insurance 82,434 87,813 86,718 10,715 12,303 16,339 93,149 100,116 103,057 Manufacturing 34,154 33,055 35,795 21,894 16,156 17,134 56,048 49,211 52,929 Energy / Oil & Gas 35,604 37,088 34,195 5,693 4,752 2,429 41,297 41,840 36,624 U.S. Government 39,432 29,584 25,254 7,964 8,782 9,475 47,396 38,366 34,729 U.K. Government 18,153 18,733 27,734 — — — 18,153 18,733 27,734 Information & Communication 14,294 14,083 18,123 7,913 9,510 10,490 22,207 23,593 28,613 Aerospace 27,511 25,989 22,142 7,754 3,683 6,549 35,265 29,672 28,691 Electronics Semiconductor 13,906 15,070 16,449 1,495 857 1,069 15,401 15,927 17,518 Life Sciences 19,560 15,009 8,420 6,370 8,750 9,377 25,930 23,759 17,797 Other 34,723 29,744 23,327 28,592 28,122 26,802 63,315 57,866 50,129 $ 329,795 316,814 308,259 $ 253,495 198,346 200,949 $ 583,290 515,160 509,208 |
Goodwill & Other Intangible A_2
Goodwill & Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill by reportable business segment for the years ended December 31, 2019 and 2018 were as follows (in thousands): Business Workforce Transformation Excellence Services Total Net book value at January 1, 2018 Goodwill $ 114,814 $ 45,438 $ 160,252 Accumulated impairment losses (9,050 ) (6,367 ) (15,417 ) Total 105,764 39,071 144,835 2018 Activity: Acquisitions 21,613 14,033 35,646 Foreign currency translation (3,459 ) (898 ) (4,357 ) Net book value at December 31, 2018 Goodwill 132,968 58,573 191,541 Accumulated impairment losses (9,050 ) (6,367 ) (15,417 ) Total 123,918 52,206 176,124 2019 Activity: Purchase accounting adjustments — 1,327 1,327 Divestitures (7,681 ) — (7,681 ) Foreign currency translation 1,776 17 1,793 Net book value at December 31, 2019 Goodwill 127,063 59,917 186,980 Accumulated impairment losses (9,050 ) (6,367 ) (15,417 ) Total $ 118,013 $ 53,550 $ 171,563 |
Schedule of Finite-Lived Intangible Assets | Intangible assets with finite lives are subject to amortization over their estimated useful lives. The primary assets included in this category and their respective balances were as follows (in thousands): December 31, 2019 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Customer relationships $ 22,348 $ (7,473 ) $ 14,875 Intellectual property and other 3,915 (2,446 ) 1,469 $ 26,263 $ (9,919 ) $ 16,344 December 31, 2018 Customer relationships $ 26,524 $ (8,547 ) $ 17,977 Intellectual property and other 4,936 (1,980 ) 2,956 $ 31,460 $ (10,527 ) $ 20,933 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense for intangible assets included in our consolidated balance sheet as of December 31, 2019 is as follows (in thousands): Fiscal year ending: 2020 $ 3,908 2021 3,290 2022 2,086 2023 1,852 2024 1,852 Thereafter 3,356 Total $ 16,344 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consisted of the following (in thousands): December 31, 2019 2018 Machinery, equipment and vehicles $ 17,170 $ 18,121 Furniture and fixtures 3,530 3,779 Leasehold improvements 2,725 2,369 Buildings 321 311 23,746 24,580 Accumulated depreciation and amortization (17,943 ) (18,721 ) $ 5,803 $ 5,859 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following (in thousands): December 31, 2019 2018 Trade accounts payable $ 37,792 $ 40,969 Accrued salaries, vacation and benefits 22,322 21,550 Other accrued expenses 28,517 28,372 Accrued contingent consideration — 594 Negative cash book balance 3,701 1,769 $ 92,332 $ 93,254 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income taxes | The components of income before income taxes and income tax expense for the years ended December 31, 2019 , 2018 and 2017 are as follows (in thousands): Years ended December 31, 2019 2018 2017 Income before income taxes: Domestic $ 12,814 $ 5,577 $ 2,901 Foreign 9,555 9,186 16,788 Total income before income taxes $ 22,369 $ 14,763 $ 19,689 Income tax expense (benefit): Current: Federal $ 2,634 $ 388 $ 3,210 State and local 586 378 256 Foreign 5,046 3,285 3,645 Total current 8,266 4,051 7,111 Deferred: Federal (338 ) 813 (241 ) State and local (99 ) 258 (176 ) Foreign (649 ) (195 ) 104 Total deferred (1,086 ) 876 (313 ) Total income tax expense $ 7,180 $ 4,927 $ 6,798 |
Schedule of effective income tax rate reconciliation | The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before income taxes. The sources and tax effects of the differences are as follows: December 31, 2019 2018 2017 Federal income tax rate 21.0 % 21.0 % 35.0 % State and local taxes net of federal benefit 3.0 1.9 0.2 Domestic production deduction — — (1.1 ) Valuation allowance 6.3 0.4 0.9 Foreign tax credits (5.0 ) — — Foreign tax rate differential 4.1 1.8 (8.8 ) Permanent differences 3.5 2.7 (6.2 ) Other (1.0 ) 2.2 (1.8 ) Global Intangible Low-taxed Income 0.2 1.5 — Tax Cuts and Jobs Act of 2017 — 1.9 16.3 Effective tax rate 32.1 % 33.4 % 34.5 % |
Schedule of deferred tax assets and liabilities | Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Allowance for doubtful accounts $ 291 $ 531 Accrued liabilities and other 2,066 2,564 Stock-based compensation expense 297 296 Net federal, state and foreign operating loss carryforwards 2,825 1,953 Foreign tax credit carryforwards 1,379 266 Deferred tax assets 6,858 5,610 Valuation allowance on deferred tax assets (4,025 ) (1,385 ) Deferred tax liabilities: Other 182 1,181 Intangible assets, property and equipment, principally due to difference in depreciation and amortization 8,969 10,784 Net deferred tax liabilities $ (6,318 ) $ (7,740 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Pre-tax Stock-based Compensation | The following table summarizes the pre-tax stock-based compensation expense included in reported net income (in thousands): Years ended December 31, 2019 2018 2017 Cost of revenue $ 1,995 $ 992 $ 2,832 General and administrative expenses 622 358 757 Total stock-based compensation expense $ 2,617 $ 1,350 $ 3,589 |
Schedule of Restricted Stock Units Activity | Summarized share information for our restricted stock units is as follows: Year ended December 31, 2019 Weighted average grant date fair value (In shares) (In dollars) Outstanding and unvested, beginning of period 132,753 $ 20.91 Granted 132,394 15.52 Vested (161,584 ) 18.00 Forfeited (11,462 ) 21.53 Outstanding and unvested, end of period 92,101 $ 18.19 |
Schedule of Performance Restricted Stock Unit Activity | Summarized share information for our performance-based restricted stock units is as follows: Year ended December 31, 2019 Weighted average grant date fair value (In shares) (In dollars) Outstanding and unvested, beginning of period 266,963 $ 23.80 Granted 270,572 15.41 Vested — — Forfeited (60,824 ) 26.66 Outstanding and unvested, end of period 476,711 $ 18.67 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Expenses | Lease expense is included in Cost of Revenue and General & Administrative Expenses on the consolidated statements of operations, and is recorded net of immaterial sublease income. The components of lease expense were as follows (in thousands): Year Ended December 31, 2019 Operating lease cost $ 9,148 Short-term lease cost 1,695 Total lease costs $ 10,843 |
Schedule of Supplemental Information Related to Leases | Supplemental information related to leases was as follows (dollars in thousands): Year Ended December 31, 2019 Operating lease right-of-use assets $ 27,251 Current portion of operating lease liabilities $ 7,871 Non-current portion of operating lease liabilities 22,159 Total operating lease liabilities $ 30,030 Cash paid for amounts included in the measurement of operating lease liabilities $ 10,137 Right-of-use assets obtained in exchange for operating lease liabilities $ 4,353 Weighted-average remaining lease term for operating leases (years) 5.5 years Weighted-average discount rate for operating leases 4.7 % |
Schedule of Reconciliation of Future Undiscounted Cash Flows to Operating Lease Liabilities After Adoption of 842 | The following is a reconciliation of future undiscounted cash flows to the operating lease liabilities on our consolidated balance sheet as of December 31, 2019 (in thousands): Year ended December 31, 2020 $ 8,411 2021 6,583 2022 5,120 2023 4,276 2024 3,992 Thereafter 6,060 Total future lease payments 34,442 Less: imputed interest (4,412 ) Present value of future lease payments 30,030 Less: current portion of lease liabilities (7,871 ) Long-term lease liabilities $ 22,159 |
Schedule of Future Minimum Payments Before Adoption of 842 | Under Topic 840, our future minimum payments for all operating lease obligations as of December 31, 2018 were as follows (in thousands): Year ended December 31, 2019 $ 10,646 2020 7,833 2021 5,520 2022 4,528 2023 3,898 Thereafter 8,671 Total $ 41,096 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The following table sets forth the revenue and operating results attributable to each reportable segment and includes a reconciliation of segment revenue to consolidated revenue and operating results to consolidated income before income tax expense (in thousands): Years ended December 31, 2019 2018 2017 Revenue: Workforce Excellence $ 329,795 $ 316,814 $ 308,259 Business Transformation Services 253,495 198,346 200,949 $ 583,290 $ 515,160 $ 509,208 Gross Profit: Workforce Excellence $ 55,855 $ 50,875 $ 52,958 Business Transformation Services 33,358 26,868 29,069 Total gross profit 89,213 77,743 82,027 General and administrative expenses 64,492 54,848 55,753 Sales and marketing expenses 7,875 4,798 1,666 Restructuring charges 1,639 2,930 3,317 Gain on change in fair value of contingent consideration, net 677 4,438 1,620 Gain on sale of business 12,126 — — Operating income 28,010 19,605 22,911 Interest expense 6,058 2,945 3,132 Other income (expense) 417 (1,897 ) (90 ) Income before income tax expense $ 22,369 $ 14,763 $ 19,689 |
Additional Information Relating To Business Segments | Additional information relating to our business segments is as follows (in thousands): December 31, 2019 2018 Identifiable assets: Workforce Excellence $ 290,465 $ 283,039 Business Transformation Services 158,437 151,699 Total assets $ 448,902 $ 434,738 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | Corporate and other assets which consist primarily of cash, other assets, and deferred tax assets and liabilities are allocated to the segments based on their respective percentage of consolidated revenues. Years ended December 31, 2019 2018 2017 Additions to property, plant and equipment: Workforce Excellence $ 1,657 $ 1,321 $ 1,609 Business Transformation Services 395 625 184 Corporate and other 263 888 941 $ 2,315 $ 2,834 $ 2,734 Depreciation and amortization: Workforce Excellence $ 3,865 $ 3,664 $ 2,643 Business Transformation Services 3,641 2,827 2,770 Corporate and other 1,976 1,430 1,561 $ 9,482 $ 7,921 $ 6,974 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Information about our revenue in different geographic regions, which is attributable to our operations located primarily in the United States, United Kingdom and other countries is as follows (in thousands): Years ended December 31, 2019 2018 2017 United States $ 374,017 $ 344,720 $ 350,632 United Kingdom 86,511 92,059 100,466 Other 122,762 78,381 58,110 $ 583,290 $ 515,160 $ 509,208 Information about our total assets in different geographic regions is as follows (in thousands): December 31, 2019 2018 United States $ 255,649 $ 248,657 United Kingdom 72,939 72,048 Canada 43,503 41,974 Other 76,811 72,059 $ 448,902 $ 434,738 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018 , and the level they fall within the fair value hierarchy (in thousands): Fair Value Fair Value December 31, Financial Instrument Financial Statement Classification Hierarchy 2019 2018 Contingent consideration Accounts payable and accrued expenses Level 3 $ — $ 594 Contingent consideration Other noncurrent liabilities Level 3 — 83 |
Quarterly Information (unaudi_2
Quarterly Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Our quarterly financial information has not been audited but, in management’s opinion, includes all adjustments necessary for a fair presentation. (In thousands) Three months ended Year ended 2019 March 31 June 30 September 30 December 31 December 31 Revenue $ 139,473 $ 149,413 $ 139,005 $ 155,399 $ 583,290 Gross profit 21,278 22,959 21,667 23,309 89,213 Net income 334 3,219 2,141 9,495 (a) 15,189 Earnings per share: Basic $ 0.02 $ 0.19 $ 0.13 $ 0.56 $ 0.90 Diluted $ 0.02 $ 0.19 $ 0.13 $ 0.56 $ 0.90 2018 Revenue $ 125,032 $ 133,691 $ 123,566 $ 132,871 $ 515,160 Gross profit 17,679 22,573 19,199 18,292 77,743 Net income 2,632 3,575 3,244 385 9,836 Earnings per share: Basic $ 0.16 $ 0.22 $ 0.20 $ 0.02 $ 0.59 Diluted $ 0.16 $ 0.22 $ 0.20 $ 0.02 $ 0.59 The sum of the quarterly earnings per share amounts may not equal the total for the year due to the effects of rounding and dilution as a result of issuing common shares during the year. |
Description of Business and S_4
Description of Business and Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Beginning balance | $ 2,034 | $ 2,492 | $ 1,091 | |
Additions | 2,871 | 234 | 1,720 | |
Deductions | (3,773) | (692) | (319) | |
Ending balance | $ 1,132 | $ 2,034 | $ 2,492 | |
Accounting Standards Update 2014-09 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect adjustment of adopting ASU 2014-09 | $ 396 | |||
Accounting Standards Update 2014-09 [Member] | Retained Earnings | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect adjustment of adopting ASU 2014-09 | $ 396 |
Description of Business and S_5
Description of Business and Significant Accounting Policies (Details 1) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | |
Significant Accounting Policies [Line Items] | ||||||||||||
Revenue | $ 155,399 | $ 583,290 | $ 515,160 | $ 509,208 | ||||||||
Revenue | $ 139,005 | $ 149,413 | $ 139,473 | $ 132,871 | $ 123,566 | $ 133,691 | $ 125,032 | 583,290 | 515,160 | 509,208 | ||
Cost of revenue | 494,077 | 437,417 | 427,181 | |||||||||
Total gross profit | 23,309 | 21,667 | 22,959 | 21,278 | 18,292 | 19,199 | 22,573 | 17,679 | 89,213 | 77,743 | 82,027 | |
Restructuring charges | 1,639 | 2,930 | 3,317 | |||||||||
Gain on change in fair value of contingent consideration, net | 677 | 4,438 | 1,620 | |||||||||
Operating Income (Loss) | 28,010 | 19,605 | 22,911 | |||||||||
Interest Expense | 3,132 | |||||||||||
Other income (expense) (including interest income of $50 in 2019, $8 in 2018 and $43 in 2017) | 417 | (1,897) | (90) | |||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | 22,369 | 14,763 | 19,689 | |||||||||
Income tax expense | 7,180 | 4,927 | 6,798 | |||||||||
Net Income (Loss) Attributable to Parent | $ 9,495 | $ 2,141 | $ 3,219 | $ 334 | $ 385 | $ 3,244 | $ 3,575 | $ 2,632 | $ 15,189 | $ 9,836 | $ 12,891 | |
Weighted Average Number of Shares Outstanding, Basic | 16,827 | 16,608 | 16,748 | |||||||||
Weighted Average Number of Shares Outstanding, Diluted | 16,861 | 16,696 | 16,873 | |||||||||
Basic earnings per share (in dollars per share) | $ 0.56 | $ 0.13 | $ 0.19 | $ 0.02 | $ 0.02 | $ 0.20 | $ 0.22 | $ 0.16 | $ 0.90 | $ 0.59 | $ 0.77 | |
Diluted earnings per share (in dollars per share) | $ 0.56 | $ 0.13 | $ 0.19 | $ 0.02 | $ 0.02 | $ 0.20 | $ 0.22 | $ 0.16 | $ 0.90 | $ 0.59 | $ 0.76 | |
Prepaid expenses and other current assets | $ 19,115 | $ 19,048 | $ 19,115 | $ 19,048 | ||||||||
Deferred tax assets | 1,121 | 1,077 | 1,121 | 1,077 | ||||||||
Contract with Customer, Liability | 23,234 | 23,704 | 23,234 | 23,704 | ||||||||
Retained earnings | 131,228 | 116,039 | 131,228 | 116,039 | ||||||||
Assets | 448,902 | 434,738 | 448,902 | 434,738 | ||||||||
Accounts payable and accrued expenses | 92,332 | 93,254 | 92,332 | 93,254 | ||||||||
Liabilities and Equity | $ 448,902 | $ 434,738 | $ 448,902 | $ 434,738 | ||||||||
Leasehold Improvements [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | Shorter of asset life or term of lease | |||||||||||
Building Improvements [Member] | Maximum [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Property, Plant and Equipment, Useful Life | 40 years | |||||||||||
Building Improvements [Member] | Minimum [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||||||
Machinery, Equipment, and Furniture and Fixtures [Member] | Maximum [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Property, Plant and Equipment, Useful Life | 10 years | |||||||||||
Machinery, Equipment, and Furniture and Fixtures [Member] | Minimum [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||||||
Accounting Standards Update 2014-09 [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 396 | |||||||||||
Accounting Standards Update 2014-09 [Member] | Retained Earnings | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 396 | |||||||||||
Single Automotive Customer [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Concentration Risk, Percentage | 13.00% | |||||||||||
Sales Revenue, Net [Member] | Automotive Industry [Member] | ||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||
Concentration Risk, Percentage | 28.00% | 23.00% |
Description of Business and S_6
Description of Business and Significant Accounting Policies (Details 2) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Non-dilutive instruments | 103 | 82 | 13 |
Dilutive common stock equivalents | 34 | 88 | 125 |
Description of Business and S_7
Description of Business and Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
Concentration Risk [Line Items] | ||||||
Accounts and other receivables | $ 107,673 | $ 131,852 | $ 107,673 | |||
Maximum concentration risk percentage | 10.00% | |||||
Negative cash book balance | 1,769 | $ 3,701 | 1,769 | |||
Revenue and gross profit reduction related to contract | $ 2,600 | |||||
Foreign currency transaction loss | $ 700 | 2,300 | $ 300 | |||
Ownership percentage | 10.00% | |||||
Operating lease right-of-use assets | $ 0 | $ 27,251 | 0 | |||
Operating Lease, Liability | 30,030 | |||||
Allowance for Doubtful Accounts Receivable, Write-offs | 3,773 | $ 692 | 319 | |||
Single Financial Services Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Accounts and other receivables | $ 15,400 | |||||
Single Automotive Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 13.00% | |||||
Accounts and other receivables | $ 17,200 | |||||
General and Administrative Expense [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Bad debt reserve | 1,600 | $ 1,300 | ||||
Allowance for Doubtful Accounts Receivable, Write-offs | $ 2,200 | |||||
Accounts Receivable [Member] | Single Financial Services Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 8.00% | |||||
Sales Revenue, Net [Member] | Automotive Industry [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 22.00% | |||||
Sales Revenue, Net [Member] | Automotive Industry [Member] | Single Automotive Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 14.00% | 13.00% | 13.00% | |||
Sales Revenue, Net [Member] | Financial & Insurance Industry [Member] | Single Financial Services Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 10.00% | 13.00% | 14.00% | |||
Accounting Standards Update 2016-02 [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Operating lease right-of-use assets | $ 31,000 | |||||
Operating Lease, Liability | $ 35,000 | |||||
Minimum [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Revenue from Contract with Customer, Collection Period | 60 days | |||||
Maximum [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Revenue from Contract with Customer, Collection Period | 120 days | |||||
Financial & Insurance Industry [Member] | Sales Revenue, Net [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percent) | 16.00% | 19.00% | 20.00% |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Aug. 31, 2017 | Apr. 01, 2017 | Feb. 01, 2017 | Jul. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Purchase price allocation: | |||||||
Goodwill | $ 171,563 | $ 176,124 | $ 144,835 | ||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years 8 months | ||||||
Contingent Consideration Liability, Payments | $ 0 | ||||||
Contingent Consideration Payments | 0 | $ 0 | $ 4,657 | ||||
YouTrain [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash purchase price | $ 4,898 | ||||||
Fair value of contingent consideration | 0 | ||||||
Working capital adjustment | 180 | ||||||
Total purchase price | 5,078 | ||||||
Purchase price allocation: | |||||||
Cash | 673 | ||||||
Accounts receivable and other assets | 234 | ||||||
Fixed assets | 215 | ||||||
Goodwill | 3,268 | ||||||
Total assets | 5,703 | ||||||
Accrued expenses | 348 | ||||||
Deferred revenue | 28 | ||||||
Deferred tax liability | 249 | ||||||
Total liabilities | 625 | ||||||
Net assets acquired | 5,078 | ||||||
YouTrain [Member] | Marketing-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | 0 | ||||||
YouTrain [Member] | Technology-Based Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | 0 | ||||||
YouTrain [Member] | Customer-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | $ 1,313 | ||||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | ||||||
CLS [Member] [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash purchase price | $ 436 | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 2,200 | ||||||
Fair value of contingent consideration | 888 | ||||||
Working capital adjustment | 0 | ||||||
Total purchase price | 1,324 | ||||||
Purchase price allocation: | |||||||
Cash | 0 | ||||||
Accounts receivable and other assets | 0 | ||||||
Fixed assets | 0 | ||||||
Goodwill | 1,090 | ||||||
Total assets | 1,343 | ||||||
Accrued expenses | 19 | ||||||
Deferred revenue | 0 | ||||||
Deferred tax liability | 0 | ||||||
Total liabilities | 19 | ||||||
Net assets acquired | 1,324 | ||||||
CLS [Member] [Member] | Marketing-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | 0 | ||||||
CLS [Member] [Member] | Technology-Based Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | 0 | ||||||
CLS [Member] [Member] | Customer-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | $ 253 | ||||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | ||||||
Emantras [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash purchase price | $ 3,191 | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 300 | ||||||
Fair value of contingent consideration | 220 | ||||||
Working capital adjustment | 0 | ||||||
Total purchase price | 3,411 | ||||||
Purchase price allocation: | |||||||
Cash | 0 | ||||||
Accounts receivable and other assets | 0 | ||||||
Fixed assets | 50 | ||||||
Goodwill | 3,156 | ||||||
Total assets | 4,024 | ||||||
Accrued expenses | 558 | ||||||
Deferred revenue | 55 | ||||||
Deferred tax liability | 0 | ||||||
Total liabilities | 613 | ||||||
Net assets acquired | 3,411 | ||||||
Emantras [Member] | Marketing-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | 0 | ||||||
Emantras [Member] | Technology-Based Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | 0 | ||||||
Emantras [Member] | Customer-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | $ 818 | ||||||
Acquired finite-lived intangible assets, weighted average useful life | 4 years | ||||||
McKinney Rogers [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash purchase price | $ 3,259 | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 18,000 | ||||||
Number of Twelve-Month Earnings Target Measurement Periods | 3 years | ||||||
Business Combination, Contingent Consideration, Term of Earnings Targets | 5 months | ||||||
Fair value of contingent consideration | $ 4,505 | ||||||
Working capital adjustment | 0 | ||||||
Total purchase price | 7,764 | ||||||
Purchase price allocation: | |||||||
Cash | 0 | ||||||
Accounts receivable and other assets | 0 | ||||||
Fixed assets | 0 | ||||||
Goodwill | 5,196 | ||||||
Total assets | 8,674 | ||||||
Accrued expenses | 44 | ||||||
Deferred revenue | 866 | ||||||
Deferred tax liability | 0 | ||||||
Total liabilities | 910 | ||||||
Net assets acquired | 7,764 | ||||||
Contingent Consideration Liability, Payments | $ 0 | ||||||
McKinney Rogers [Member] | Marketing-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | $ 121 | ||||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | ||||||
McKinney Rogers [Member] | Technology-Based Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | $ 2,704 | ||||||
McKinney Rogers [Member] | Customer-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | $ 653 | ||||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | ||||||
Target Earnings Measurement Period One [Member] | McKinney Rogers [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Contingent Consideration, Amount Contingent Upon Achievement of Certain Earnings Targets | $ 6,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 1,000 | ||||||
Target Earnings Measurement Period Two [Member] | McKinney Rogers [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Contingent Consideration, Amount Contingent Upon Achievement of Certain Earnings Targets | $ 12,000 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | |||
Revenue from Contract with Customer, Percentage of Revenues Derived From Services Provided | 90.00% | ||
Percentage of revenues derived from other sources | 10.00% | ||
Net increase to revenue for adjustments to fixed price contracts | $ 1,800,000 | $ 1,500,000 | $ (800,000) |
Remaining performance obligations | 349,800,000 | ||
Remaining performance obligation expected to be recognized in next 12 months, percentage | 0.85 | ||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized related to contract liabilities | 18,900,000 | 20,000,000 | |
Contract costs | $ 600,000 | $ 1,600,000 | |
Minimum [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Collection Period | 60 days | ||
Maximum [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Collection Period | 120 days |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Purchase price allocation: | |||
Goodwill | $ 171,563 | $ 176,124 | $ 144,835 |
Revenue - Revenue by Category (
Revenue - Revenue by Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 155,399 | $ 583,290 | $ 515,160 | $ 509,208 |
Automotive Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 165,129 | 116,077 | 111,387 | |
Financial and Insurance Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 93,149 | 100,116 | 103,057 | |
Manufacturing Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 56,048 | 49,211 | 52,929 | |
Energy, Oil and Gas Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 41,297 | 41,840 | 36,624 | |
U.S. Government Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 47,396 | 38,366 | 34,729 | |
UK Government Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 18,153 | 18,733 | 27,734 | |
Information and Communication Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 22,207 | 23,593 | 28,613 | |
Aerospace Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 35,265 | 29,672 | 28,691 | |
Electronics Semiconductor Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 15,401 | 15,927 | 17,518 | |
Life Sciences Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 25,930 | 23,759 | 17,797 | |
Other Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 63,315 | 57,866 | 50,129 | |
Managed Learning Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 218,730 | 206,388 | 207,007 | |
Engineering and Technical Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 111,065 | 110,426 | 101,252 | |
Sales Enablement [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 161,295 | 103,740 | 101,196 | |
Organizational Development [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 92,200 | 94,606 | 99,753 | |
Reportable Geographical Components [Member] | Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 423,365 | 379,745 | 373,680 | |
Reportable Geographical Components [Member] | EMEA [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 142,107 | 129,935 | 130,757 | |
Reportable Geographical Components [Member] | Asia Pacific [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 59,654 | 33,322 | 30,204 | |
Geography Eliminations [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (41,836) | (27,842) | (25,433) | |
Workforce Excellence [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 329,795 | 316,814 | 308,259 | |
Workforce Excellence [Member] | Automotive Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,102 | |||
Workforce Excellence [Member] | Financial and Insurance Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 86,718 | |||
Workforce Excellence [Member] | Manufacturing Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 35,795 | |||
Workforce Excellence [Member] | Energy, Oil and Gas Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 34,195 | |||
Workforce Excellence [Member] | U.S. Government Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 25,254 | |||
Workforce Excellence [Member] | UK Government Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 27,734 | |||
Workforce Excellence [Member] | Information and Communication Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 18,123 | |||
Workforce Excellence [Member] | Aerospace Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 22,142 | |||
Workforce Excellence [Member] | Electronics Semiconductor Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 16,449 | |||
Workforce Excellence [Member] | Life Sciences Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 8,420 | |||
Workforce Excellence [Member] | Other Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 23,327 | |||
Workforce Excellence [Member] | Managed Learning Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 218,730 | 206,388 | 207,007 | |
Workforce Excellence [Member] | Engineering and Technical Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 111,065 | 110,426 | 101,252 | |
Workforce Excellence [Member] | Sales Enablement [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Workforce Excellence [Member] | Organizational Development [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Workforce Excellence [Member] | Reportable Geographical Components [Member] | Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 230,236 | 213,938 | 198,653 | |
Workforce Excellence [Member] | Reportable Geographical Components [Member] | EMEA [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 91,947 | 91,764 | 100,296 | |
Workforce Excellence [Member] | Reportable Geographical Components [Member] | Asia Pacific [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 34,300 | 30,688 | 29,828 | |
Workforce Excellence [Member] | Geography Eliminations [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (26,688) | (19,576) | (20,518) | |
Business Transformation Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 253,495 | 198,346 | 200,949 | |
Business Transformation Services [Member] | Automotive Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 101,285 | |||
Business Transformation Services [Member] | Financial and Insurance Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 16,339 | |||
Business Transformation Services [Member] | Manufacturing Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 17,134 | |||
Business Transformation Services [Member] | Energy, Oil and Gas Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,429 | |||
Business Transformation Services [Member] | U.S. Government Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 9,475 | |||
Business Transformation Services [Member] | UK Government Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | |||
Business Transformation Services [Member] | Information and Communication Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,490 | |||
Business Transformation Services [Member] | Aerospace Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,549 | |||
Business Transformation Services [Member] | Electronics Semiconductor Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,069 | |||
Business Transformation Services [Member] | Life Sciences Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 9,377 | |||
Business Transformation Services [Member] | Other Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 26,802 | |||
Business Transformation Services [Member] | Managed Learning Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Business Transformation Services [Member] | Engineering and Technical Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Business Transformation Services [Member] | Sales Enablement [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 161,295 | 103,740 | 101,196 | |
Business Transformation Services [Member] | Organizational Development [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 92,200 | 94,606 | 99,753 | |
Business Transformation Services [Member] | Reportable Geographical Components [Member] | Americas [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 193,129 | 165,807 | 175,027 | |
Business Transformation Services [Member] | Reportable Geographical Components [Member] | EMEA [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 50,160 | 38,171 | 30,461 | |
Business Transformation Services [Member] | Reportable Geographical Components [Member] | Asia Pacific [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 25,354 | 2,634 | 376 | |
Business Transformation Services [Member] | Geography Eliminations [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | (15,148) | (8,266) | $ (4,915) | |
Other Market Sector [Member] | Workforce Excellence [Member] | Other Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 34,723 | 29,744 | ||
Other Market Sector [Member] | Business Transformation Services [Member] | Other Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 28,592 | 28,122 | ||
Life Sciences Market Sector [Member] | Workforce Excellence [Member] | Life Sciences Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 19,560 | 15,009 | ||
Life Sciences Market Sector [Member] | Business Transformation Services [Member] | Life Sciences Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,370 | 8,750 | ||
Electronics Semiconductor Market Sector [Member] | Workforce Excellence [Member] | Electronics Semiconductor Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 13,906 | 15,070 | ||
Electronics Semiconductor Market Sector [Member] | Business Transformation Services [Member] | Electronics Semiconductor Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,495 | 857 | ||
Aerospace Market Sector [Member] | Workforce Excellence [Member] | Aerospace Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 27,511 | 25,989 | ||
Aerospace Market Sector [Member] | Business Transformation Services [Member] | Aerospace Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 7,754 | 3,683 | ||
Information and Communication Market Sector [Member] | Workforce Excellence [Member] | Information and Communication Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 14,294 | 14,083 | ||
Information and Communication Market Sector [Member] | Business Transformation Services [Member] | Information and Communication Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 7,913 | 9,510 | ||
UK Government Market Sector [Member] | Workforce Excellence [Member] | UK Government Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 18,153 | 18,733 | ||
UK Government Market Sector [Member] | Business Transformation Services [Member] | UK Government Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | ||
U.S. Government Market Sector [Member] | Workforce Excellence [Member] | U.S. Government Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 39,432 | 29,584 | ||
U.S. Government Market Sector [Member] | Business Transformation Services [Member] | U.S. Government Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 7,964 | 8,782 | ||
Energy, Oil and Gas Market Sector [Member] | Workforce Excellence [Member] | Energy, Oil and Gas Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 35,604 | 37,088 | ||
Energy, Oil and Gas Market Sector [Member] | Business Transformation Services [Member] | Energy, Oil and Gas Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,693 | 4,752 | ||
Manufacturing Market Sector [Member] | Workforce Excellence [Member] | Manufacturing Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 34,154 | 33,055 | ||
Manufacturing Market Sector [Member] | Business Transformation Services [Member] | Manufacturing Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 21,894 | 16,156 | ||
Financial and Insurance Market Sector [Member] | Workforce Excellence [Member] | Financial and Insurance Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 82,434 | 87,813 | ||
Financial and Insurance Market Sector [Member] | Business Transformation Services [Member] | Financial and Insurance Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,715 | 12,303 | ||
Automotive Market Sector [Member] | Workforce Excellence [Member] | Automotive Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,024 | 10,646 | ||
Automotive Market Sector [Member] | Business Transformation Services [Member] | Automotive Market Sector [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 155,105 | $ 105,431 |
Acquisitions (Details 2)
Acquisitions (Details 2) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Change in Contingent Consideration [Roll Forward] | |
Beginning balance of liability | $ 677 |
Contingent Consideration Liability, Additions | 0 |
2016 Payments | 0 |
Change in Fair Value of Contingent Consideration | (677) |
Foreign Currency Translation | 0 |
Ending balance of liability | 0 |
IC Axon [Member] | |
Change in Contingent Consideration [Roll Forward] | |
Beginning balance of liability | 594 |
Contingent Consideration Liability, Additions | 0 |
2016 Payments | 0 |
Change in Fair Value of Contingent Consideration | (594) |
Foreign Currency Translation | 0 |
Ending balance of liability | 0 |
McKinney Rogers [Member] | |
Change in Contingent Consideration [Roll Forward] | |
Beginning balance of liability | 83 |
Contingent Consideration Liability, Additions | 0 |
2016 Payments | 0 |
Change in Fair Value of Contingent Consideration | (83) |
Foreign Currency Translation | 0 |
Ending balance of liability | $ 0 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) $ in Thousands | Nov. 30, 2018 | Aug. 07, 2018 | May 01, 2018 | Jan. 02, 2018 | Aug. 31, 2017 | Apr. 01, 2017 | Feb. 01, 2017 | Sep. 30, 2019 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years 8 months | ||||||||||
Goodwill | $ 144,835 | $ 171,563 | $ 176,124 | ||||||||
Accounts payable and accrued liability | 600 | ||||||||||
Business acquisition contingent consideration, other long term liability | $ 100 | ||||||||||
Emantras [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash purchase price | $ 3,191 | ||||||||||
Fair value of contingent consideration | 220 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 800 | ||||||||||
Goodwill | 3,156 | ||||||||||
Working capital adjustment | 0 | ||||||||||
Business Combination, Consideration Transferred | 3,411 | ||||||||||
Cash | 0 | ||||||||||
Accounts receivable and other assets | 0 | ||||||||||
Fixed assets | 50 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 4,024 | ||||||||||
Accrued expenses | 558 | ||||||||||
Deferred revenue | 55 | ||||||||||
Deferred tax liability | 0 | ||||||||||
Total liabilities | 613 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 3,411 | ||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 300 | ||||||||||
Emantras [Member] | Technology-Based Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 0 | ||||||||||
Emantras [Member] | Customer-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 4 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 818 | ||||||||||
Emantras [Member] | Marketing-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 0 | ||||||||||
TTi Global [Member] [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash purchase price | $ 14,195 | ||||||||||
Working capital adjustment | $ 900 | ||||||||||
Fair value of contingent consideration | 0 | ||||||||||
Goodwill | 4,655 | ||||||||||
Working capital adjustment | (850) | ||||||||||
Business Combination, Consideration Transferred | 13,345 | ||||||||||
Cash | 1,780 | ||||||||||
Accounts receivable and other assets | 14,218 | ||||||||||
Fixed assets | 300 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 25,835 | ||||||||||
Accrued expenses | 10,066 | ||||||||||
Deferred revenue | 219 | ||||||||||
Deferred tax liability | 2,205 | ||||||||||
Total liabilities | 12,490 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 13,345 | ||||||||||
TTi Global [Member] [Member] | Customer-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 9 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 4,428 | ||||||||||
TTi Global [Member] [Member] | Marketing-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 1 year | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 454 | ||||||||||
TTi (Europe) Limited [Member] [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash purchase price | $ 3,000 | ||||||||||
Fair value of contingent consideration | 0 | ||||||||||
Goodwill | 2,179 | ||||||||||
Working capital adjustment | 0 | ||||||||||
Business Combination, Consideration Transferred | 3,000 | ||||||||||
Cash | 125 | ||||||||||
Accounts receivable and other assets | 1,684 | ||||||||||
Fixed assets | 9 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 4,804 | ||||||||||
Accrued expenses | 1,609 | ||||||||||
Deferred revenue | 126 | ||||||||||
Deferred tax liability | 69 | ||||||||||
Total liabilities | 1,804 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 3,000 | ||||||||||
TTi (Europe) Limited [Member] [Member] | Customer-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 9 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 762 | ||||||||||
TTi (Europe) Limited [Member] [Member] | Marketing-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 45 | ||||||||||
IC Axon [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash purchase price | $ 30,535 | ||||||||||
Fair value of contingent consideration | 905 | ||||||||||
Goodwill | 21,613 | ||||||||||
Working capital adjustment | 0 | ||||||||||
Business Combination, Consideration Transferred | 31,440 | ||||||||||
Cash | 538 | ||||||||||
Accounts receivable and other assets | 3,110 | ||||||||||
Fixed assets | 368 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 36,233 | ||||||||||
Accrued expenses | 983 | ||||||||||
Deferred revenue | 979 | ||||||||||
Deferred tax liability | 2,831 | ||||||||||
Total liabilities | 4,793 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 31,440 | ||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 3,500 | ||||||||||
IC Axon [Member] | Customer-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 8 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 10,365 | ||||||||||
IC Axon [Member] | Marketing-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 239 | ||||||||||
Hula Partners [Member] [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash purchase price | $ 10,000 | ||||||||||
Fair value of contingent consideration | 0 | ||||||||||
Goodwill | 8,527 | ||||||||||
Working capital adjustment | 0 | ||||||||||
Business Combination, Consideration Transferred | 10,000 | ||||||||||
Cash | 0 | ||||||||||
Accounts receivable and other assets | 0 | ||||||||||
Fixed assets | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 10,000 | ||||||||||
Accrued expenses | 0 | ||||||||||
Deferred revenue | 0 | ||||||||||
Deferred tax liability | 0 | ||||||||||
Total liabilities | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 10,000 | ||||||||||
Hula Partners [Member] [Member] | Customer-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 4 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 1,367 | ||||||||||
Hula Partners [Member] [Member] | Marketing-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 2 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 106 | ||||||||||
YouTrain [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash purchase price | $ 4,898 | ||||||||||
Consideration transferred, completion accounts payment | $ 200 | ||||||||||
Fair value of contingent consideration | 0 | ||||||||||
Goodwill | 3,268 | ||||||||||
Working capital adjustment | 180 | ||||||||||
Business Combination, Consideration Transferred | 5,078 | ||||||||||
Cash | 673 | ||||||||||
Accounts receivable and other assets | 234 | ||||||||||
Fixed assets | 215 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 5,703 | ||||||||||
Accrued expenses | 348 | ||||||||||
Deferred revenue | 28 | ||||||||||
Deferred tax liability | 249 | ||||||||||
Total liabilities | 625 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 5,078 | ||||||||||
YouTrain [Member] | Technology-Based Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 0 | ||||||||||
YouTrain [Member] | Customer-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 1,313 | ||||||||||
YouTrain [Member] | Marketing-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 0 | ||||||||||
CLS [Member] [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash purchase price | 436 | ||||||||||
Fair value of contingent consideration | 888 | ||||||||||
Goodwill | 1,090 | ||||||||||
Working capital adjustment | 0 | ||||||||||
Business Combination, Consideration Transferred | 1,324 | ||||||||||
Cash | 0 | ||||||||||
Accounts receivable and other assets | 0 | ||||||||||
Fixed assets | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 1,343 | ||||||||||
Accrued expenses | 19 | ||||||||||
Deferred revenue | 0 | ||||||||||
Deferred tax liability | 0 | ||||||||||
Total liabilities | 19 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 1,324 | ||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 2,200 | ||||||||||
CLS [Member] [Member] | Technology-Based Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 0 | ||||||||||
CLS [Member] [Member] | Customer-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 253 | ||||||||||
CLS [Member] [Member] | Marketing-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 0 | ||||||||||
McKinney Rogers [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash purchase price | $ 3,259 | ||||||||||
Fair value of contingent consideration | 4,505 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 1,600 | ||||||||||
Goodwill | 5,196 | ||||||||||
Working capital adjustment | 0 | ||||||||||
Business Combination, Consideration Transferred | 7,764 | ||||||||||
Cash | 0 | ||||||||||
Accounts receivable and other assets | 0 | ||||||||||
Fixed assets | 0 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 8,674 | ||||||||||
Accrued expenses | 44 | ||||||||||
Deferred revenue | 866 | ||||||||||
Deferred tax liability | 0 | ||||||||||
Total liabilities | 910 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 7,764 | ||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 18,000 | ||||||||||
McKinney Rogers [Member] | Technology-Based Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 2,704 | ||||||||||
McKinney Rogers [Member] | Customer-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 653 | ||||||||||
McKinney Rogers [Member] | Marketing-Related Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 121 |
Acquisitions (Details 3)
Acquisitions (Details 3) - USD ($) $ in Thousands | May 01, 2018 | Jan. 02, 2018 | Aug. 31, 2017 | Feb. 01, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||||
Contingent consideration | $ 0 | $ 677 | |||||
Business acquisition contingent consideration, other long term liability | 100 | ||||||
Contingent Consideration Payments | 0 | 0 | $ 4,657 | ||||
Contingent Consideration Liability, Payments | $ 0 | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years 8 months | ||||||
Goodwill | $ 171,563 | 176,124 | $ 144,835 | ||||
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the purchase prices and purchase price allocations for the acquisitions completed during the year ended December 31, 2017. A description of the acquired businesses is summarized below the table. Acquired company YouTrain CLS Emantras McKinney Rogers Acquisition date 8/31/2017 8/31/2017 4/1/2017 2/1/2017 Cash purchase price $ 4,898 $ 436 $ 3,191 $ 3,259 Fair value of contingent consideration — 888 220 4,505 Working capital adjustment 180 — — — Total purchase price $ 5,078 $ 1,324 $ 3,411 $ 7,764 Purchase price allocation: Cash $ 673 $ — $ — $ — Accounts receivable and other assets 234 — — — Fixed assets 215 — 50 — Technology-related intangible assets — — — 2,704 Customer-related intangible assets 1,313 253 818 653 Marketing-related intangible assets (tradename) — — — 121 Goodwill 3,268 1,090 3,156 5,196 Total assets 5,703 1,343 4,024 8,674 Accounts payable and accrued expenses 348 19 558 44 Deferred revenue 28 — 55 866 Deferred tax liability 249 — — — Total liabilities 625 19 613 910 Net assets acquired $ 5,078 $ 1,324 $ 3,411 $ 7,764 The following table summarizes the purchase prices and purchase price allocations for the acquisitions completed during the year ended December 31, 2018. A description of the acquired businesses is summarized below the table. Acquired company TTi Global TTi Europe IC Axon Hula Acquisition date 11/30/2018 8/7/2018 5/1/2018 1/2/2018 Cash purchase price $ 14,195 $ 3,000 $ 30,535 $ 10,000 Fair value of contingent consideration — — 905 — Working capital adjustment (850 ) — — — Total purchase price $ 13,345 $ 3,000 $ 31,440 $ 10,000 Purchase price allocation: Cash $ 1,780 $ 125 $ 538 $ — Accounts receivable and other assets 14,218 1,684 3,110 — Fixed assets 300 9 368 — Customer-related intangible assets 4,428 762 10,365 1,367 Marketing-related intangible assets (tradename) 454 45 239 106 Goodwill 4,655 2,179 21,613 8,527 Total assets 25,835 4,804 36,233 10,000 Accounts payable and accrued expenses 10,066 1,609 983 — Deferred revenue 219 126 979 — Deferred tax liability 2,205 69 2,831 — Total liabilities 12,490 1,804 4,793 — Net assets acquired $ 13,345 $ 3,000 $ 31,440 $ 10,000 | ||||||
Contingent Consideration Liability, Additions | $ 0 | ||||||
Increase Decrease In Fair Value Of Contingent Consideration | (677) | ||||||
Contingent Consideration Foreign Current Translation | 0 | ||||||
Hula Partners [Member] [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash purchase price | $ 10,000 | ||||||
Cash | 0 | ||||||
Accounts receivable and other assets | 0 | ||||||
Fixed assets | 0 | ||||||
Goodwill | 8,527 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 10,000 | ||||||
Deferred tax liability | 0 | ||||||
Total liabilities | 0 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 10,000 | ||||||
Fair value of contingent consideration | 0 | ||||||
Business Combination, Consideration Transferred | 10,000 | ||||||
IC Axon [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash purchase price | $ 30,535 | ||||||
Cash | 538 | ||||||
Contingent consideration | 0 | 594 | |||||
Contingent Consideration Liability, Payments | 0 | ||||||
Original range of potential undiscounted payments maximum | 3,500 | ||||||
Accounts receivable and other assets | 3,110 | ||||||
Fixed assets | 368 | ||||||
Goodwill | 21,613 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 36,233 | ||||||
Deferred tax liability | 2,831 | ||||||
Total liabilities | 4,793 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 31,440 | ||||||
Fair value of contingent consideration | 905 | ||||||
Business Combination, Consideration Transferred | 31,440 | ||||||
Contingent Consideration Liability, Additions | 0 | ||||||
Increase Decrease In Fair Value Of Contingent Consideration | (594) | ||||||
Contingent Consideration Foreign Current Translation | 0 | ||||||
McKinney Rogers [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash purchase price | $ 3,259 | ||||||
Cash | 0 | ||||||
Contingent consideration | 0 | $ 83 | |||||
Contingent Consideration Liability, Payments | 0 | ||||||
Original range of potential undiscounted payments maximum | 18,000 | ||||||
Accounts receivable and other assets | 0 | ||||||
Fixed assets | 0 | ||||||
Goodwill | 5,196 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 8,674 | ||||||
Deferred tax liability | 0 | ||||||
Total liabilities | 910 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 7,764 | ||||||
Fair value of contingent consideration | 4,505 | ||||||
Business Combination, Consideration Transferred | 7,764 | ||||||
Contingent Consideration Liability, Additions | 0 | ||||||
Increase Decrease In Fair Value Of Contingent Consideration | (83) | ||||||
Contingent Consideration Foreign Current Translation | $ 0 | ||||||
CLS [Member] [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash purchase price | $ 436 | ||||||
Cash | 0 | ||||||
Original range of potential undiscounted payments maximum | 2,200 | ||||||
Accounts receivable and other assets | 0 | ||||||
Fixed assets | 0 | ||||||
Goodwill | 1,090 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 1,343 | ||||||
Deferred tax liability | 0 | ||||||
Total liabilities | 19 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 1,324 | ||||||
Fair value of contingent consideration | 888 | ||||||
Business Combination, Consideration Transferred | 1,324 | ||||||
Marketing-Related Intangible Assets [Member] | Hula Partners [Member] [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 106 | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | ||||||
Marketing-Related Intangible Assets [Member] | IC Axon [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 239 | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | ||||||
Marketing-Related Intangible Assets [Member] | McKinney Rogers [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 121 | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | ||||||
Marketing-Related Intangible Assets [Member] | CLS [Member] [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 0 |
Divestitures & Assets Held fo_2
Divestitures & Assets Held for Sale (Details) - USD ($) $ in Thousands | Oct. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2021 | Jan. 02, 2020 | Jan. 01, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Pre-tax gain on sale of business | $ 12,126 | $ 0 | $ 0 | ||||
Tuition Program Management Business | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Purchase price | $ 20,000 | ||||||
Consideration held in escrow | 1,500 | ||||||
Additional consideration paid | 100 | ||||||
Pre-tax gain on sale of business | 12,100 | ||||||
Direct selling costs | 100 | ||||||
Goodwill | $ 7,700 | ||||||
Alternative Fuels Division | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Goodwill | 2,700 | ||||||
Advance payment | 1,500 | ||||||
Accounts receivable | 900 | ||||||
Other current assets | 900 | ||||||
Deferred revenue | 1,300 | ||||||
Other current liabilities | $ 200 | ||||||
Subsequent Event | Alternative Fuels Division | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Purchase price | $ 3,500 | $ 6,000 | |||||
Purchase price subject to achievement milestones | $ 500 |
Goodwill & Other Intangible A_3
Goodwill & Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | |||
Goodwill | $ 186,980 | $ 191,541 | $ 160,252 |
Accumulated impairment losses | (15,417) | (15,417) | (15,417) |
Acquisitions | 35,646 | ||
Foreign currency translation | 1,793 | (4,357) | |
Purchase accounting adjustments | 1,327 | ||
Divestitures | (7,681) | ||
Total | 171,563 | 176,124 | 144,835 |
Professional and Technical Services [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill | 59,917 | 58,573 | 45,438 |
Accumulated impairment losses | (6,367) | (6,367) | (6,367) |
Acquisitions | 14,033 | ||
Foreign currency translation | 17 | (898) | |
Purchase accounting adjustments | 1,327 | ||
Divestitures | 0 | ||
Total | 53,550 | 52,206 | 39,071 |
Sandy Training and Marketing [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill | 127,063 | 132,968 | 114,814 |
Accumulated impairment losses | (9,050) | (9,050) | (9,050) |
Acquisitions | 21,613 | ||
Foreign currency translation | 1,776 | (3,459) | |
Purchase accounting adjustments | 0 | ||
Divestitures | (7,681) | ||
Total | $ 118,013 | $ 123,918 | $ 105,764 |
Goodwill & Other Intangible A_4
Goodwill & Other Intangible Assets (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 26,263 | $ 31,460 |
Accumulated Amortization | (9,919) | (10,527) |
Net Carrying Amount | 16,344 | 20,933 |
Customer-related intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,348 | 26,524 |
Accumulated Amortization | (7,473) | (8,547) |
Net Carrying Amount | 14,875 | 17,977 |
Intellectual property and other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,915 | 4,936 |
Accumulated Amortization | (2,446) | (1,980) |
Net Carrying Amount | $ 1,469 | $ 2,956 |
Goodwill & Other Intangible A_5
Goodwill & Other Intangible Assets (Details 2) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2017 | $ 3,908 | |
2018 | 3,290 | |
2019 | 2,086 | |
2020 | 1,852 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 1,852 | |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 3,356 | |
Total | $ 16,344 | $ 20,933 |
Goodwill & Other Intangible A_6
Goodwill & Other Intangible Assets (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 5 | $ 4.6 | $ 4 |
Acquired finite-lived intangible assets, weighted average useful life | 5 years 8 months |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Machinery, equipment and vehicles | $ 17,170 | $ 18,121 |
Furniture and fixtures | 3,530 | 3,779 |
Leasehold improvements | 2,725 | 2,369 |
Buildings | 321 | 311 |
Property, Plant and Equipment, Gross, Total | 23,746 | 24,580 |
Accumulated depreciation and amortization | (17,943) | (18,721) |
Property, Plant and Equipment, Net, Total | $ 5,803 | $ 5,859 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 2.4 | $ 2.2 | $ 2.6 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Value of contributed shares | $ 2,978 | $ 2,960 | $ 2,725 |
Domestic Plan [Member] | GP Retirement Savings Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Discretionary contribution shares | 219,427 | 162,572 | 104,751 |
Value of contributed shares | $ 3,000 | $ 3,000 | $ 2,700 |
Foreign Plan [Member] | Defined Contribution Pension Schemes [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributed cash | $ 2,700 | $ 2,700 | $ 2,500 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 37,792 | $ 40,969 |
Accrued salaries, vacation and benefits | 22,322 | 21,550 |
Other accrued expenses | 28,517 | 28,372 |
Accrued contingent consideration | 0 | 594 |
Negative cash book balance | 3,701 | 1,769 |
Accounts Payable and Accrued Liabilities, Current, Total | $ 92,332 | $ 93,254 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | Nov. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Short-term Debt [Line Items] | ||||
Long-term debt | $ 82,870,000 | $ 116,500,000 | ||
Unamortized debt issuance costs | 1,200,000 | |||
Cash proceeds from termination of interest rate derivatives | 0 | 544,000 | $ 0 | |
Payments for hedge | 0 | $ 0 | $ 474,000 | |
Revolving Credit Facility [Member] | ||||
Short-term Debt [Line Items] | ||||
Available borrowing capacity | $ 25,800,000 | |||
Interest rate during period (percent) | 4.50% | 4.00% | ||
Credit Agreement [Member] | Base Rate [Member] | Minimum [Member] | ||||
Short-term Debt [Line Items] | ||||
Spread on variable rate (percent) | 25.00% | |||
Credit Agreement [Member] | Base Rate [Member] | Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Spread on variable rate (percent) | 125.00% | |||
Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Short-term Debt [Line Items] | ||||
Spread on variable rate (percent) | 1.00% | |||
Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||
Short-term Debt [Line Items] | ||||
Spread on variable rate (percent) | 125.00% | |||
Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Spread on variable rate (percent) | 225.00% | |||
Credit Agreement [Member] | Overnight Bank Funding Rate [Member] | ||||
Short-term Debt [Line Items] | ||||
Spread on variable rate (percent) | 50.00% | |||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | ||||
Short-term Debt [Line Items] | ||||
Maximum borrowing capacity | $ 200,000,000 | |||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Foreign Line of Credit [Member] | ||||
Short-term Debt [Line Items] | ||||
Maximum borrowing capacity | 20,000,000 | |||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Accordion Feature [Member] | ||||
Short-term Debt [Line Items] | ||||
Maximum borrowing capacity | 100,000,000 | |||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Letter of Credit [Member] | ||||
Short-term Debt [Line Items] | ||||
Maximum borrowing capacity | 20,000,000 | |||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Swing Line Loan Credit [Member] | ||||
Short-term Debt [Line Items] | ||||
Maximum borrowing capacity | $ 20,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income before income taxes: | |||
Domestic | $ 12,814 | $ 5,577 | $ 2,901 |
Foreign | 9,555 | 9,186 | 16,788 |
Total income before income taxes | 22,369 | 14,763 | 19,689 |
Current: | |||
Federal | 2,634 | 388 | 3,210 |
State and local | 586 | 378 | 256 |
Foreign | 5,046 | 3,285 | 3,645 |
Total current | 8,266 | 4,051 | 7,111 |
Deferred: | |||
Federal | (338) | 813 | (241) |
State and local | (99) | 258 | (176) |
Foreign | (649) | (195) | 104 |
Total deferred | (1,086) | 876 | (313) |
Total income tax expense | $ 7,180 | $ 4,927 | $ 6,798 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax rate | 21.00% | 21.00% | 35.00% |
State and local taxes net of federal benefit | 3.00% | 1.90% | 0.20% |
Domestic production deduction | (0.00%) | (0.00%) | (1.10%) |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 6.30% | 0.40% | 0.90% |
Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Percent | (5.00%) | 0.00% | 0.00% |
Foreign tax rate differential | 4.10% | 1.80% | (8.80%) |
Permanent differences | 3.50% | 2.70% | (6.20%) |
Other | (1.00%) | 2.20% | (1.80%) |
Global Intangible Low-taxed Income | 0.20% | 1.50% | 0.00% |
Tax Cuts and Jobs Act of 2017 | 0.00% | 1.90% | 16.30% |
Effective tax rate | 32.10% | 33.40% | 34.50% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 291 | $ 531 |
Accrued liabilities and other | 2,066 | 2,564 |
Stock-based compensation expense | 297 | 296 |
Net federal, state and foreign operating loss carryforwards | 2,825 | 1,953 |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 1,379 | 266 |
Deferred tax assets | 6,858 | 5,610 |
Valuation allowance on deferred tax assets | (4,025) | (1,385) |
Deferred tax liabilities: | ||
Other | 182 | 1,181 |
Intangible assets, property and equipment, principally due to difference in depreciation and amortization | 8,969 | 10,784 |
Net deferred tax liabilities | $ (6,318) | $ (7,740) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Operating loss carryforwards | $ 11,500 | ||
Management placed valuation allowance | 4,025 | $ 1,385 | |
Income tax expense | $ 7,180 | $ 4,927 | $ 6,798 |
Effective Income Tax Rate Reconciliation, Percent | 32.10% | 33.40% | 34.50% |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | $ 258 | $ 1,857 | |
Restructuring charges | 1,639 | 2,930 | $ 3,317 |
Restructuring Reclassification to Operating Lease Liabilities | (554) | ||
Payments for Restructuring | (2,684) | ||
Facility Closing [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | 28 | 591 | |
Restructuring charges | 0 | ||
Restructuring Reclassification to Operating Lease Liabilities | (554) | ||
Payments for Restructuring | (9) | ||
Employee Severance [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | 230 | 1,266 | |
Restructuring charges | 1,639 | ||
Restructuring Reclassification to Operating Lease Liabilities | 0 | ||
Payments for Restructuring | (2,675) | ||
2019 Restructuring Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance costs | 1,600 | ||
Restructuring reserve | 200 | ||
2019 Restructuring Plan [Member] | Other Noncurrent Liabilities [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | 400 | ||
2018 Restructuring Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | 100 | 1,900 | |
2018 Restructuring Plan [Member] | Accounts Payable and Accrued Liabilities [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | $ 100 | $ 1,500 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 2,617 | $ 1,350 | $ 3,589 |
Cost of revenue [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 1,995 | 992 | 2,832 |
Selling, General and Administrative Expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 622 | $ 358 | $ 757 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details 2) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding and unvested, beginning of period (in shares) | shares | 132,753 |
Granted (in shares) | shares | 132,394 |
Vested (in shares) | shares | (161,584) |
Forfeited (in shares) | shares | (11,462) |
Outstanding and unvested, end of period (in shares) | shares | 92,101 |
Weighted average grant date fair value | |
Outstanding and unvested, beginning of period, Weighted average grant date fair value (in dollars per share) | $ / shares | $ 20.91 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 15.52 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 18 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 21.53 |
Outstanding and unvested, end of period, Weighted average grant date fair value (in dollars per share) | $ / shares | $ 18.19 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details 3) - Performance Shares [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Units (in shares) | |
Outstanding and unvested, beginning of period | shares | 266,963 |
Granted | shares | 270,572 |
Vested | shares | 0 |
Forfeited | shares | (60,824) |
Outstanding and unvested, end of period | shares | 476,711 |
Weighted average grant date fair value | |
Outstanding and unvested, beginning of period (in dollars per share) | $ / shares | $ 23.80 |
Granted (in dollars per share) | $ / shares | 15.41 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 26.66 |
Outstanding and unvested, end of period (in dollars per share) | $ / shares | $ 18.67 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred income tax expense (benefit) | $ (1,086) | $ 876 | $ (313) |
Proceeds from issuance of common stock | 100 | $ 100 | |
Number of stock options settled for fully vested shares | 55,050 | ||
Number of shares issued in settlement of stock option | 13,482 | ||
Intrinsic value of stock options exercised | 100 | $ 700 | |
Income tax benefits | $ 7,180 | 4,927 | 6,798 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 132,394 | ||
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred income tax expense (benefit) | $ 400 | 300 | 1,200 |
Equity Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Income tax benefits | $ (100) | (300) | 100 |
2011 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 2,205,764 | ||
Shares reserved for future issuance | 827,855 | ||
Number of outstanding awards | 568,812 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 1,800 | ||
Weighted average remaining service period of nonvested awards | 1 year 3 months 20 days | ||
Vesting term | 5 years | ||
Total intrinsic value of vested RSU's | $ 2,300 | $ 1,300 | $ 2,700 |
Performance-based Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 1,600 | ||
Weighted average remaining service period of nonvested awards | 1 year 11 months 18 days |
Common Stock (Details Textual)
Common Stock (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2009 | |
Common Stock [Line Items] | ||||
Common stock, shares outstanding | 17,032,666 | |||
Repurchases of common stock in the open market | $ 7,993,000 | $ 4,302,000 | ||
Shares sold in private placement | 2,857,143 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Securities purchase agreement purchase price | $ 20,000,000 | |||
Beneficial ownership maximum percentage | 23.00% | |||
Stock beneficially owned | 3,755,000 | |||
Purchase price percentage | 1.00% | |||
Shareholders indemnification amount | $ 25,000 | |||
Sagard [Member] | ||||
Common Stock [Line Items] | ||||
Share price (in dollars per share) | $ 7 | |||
Stock beneficially owned | 3,639,367 | |||
Stock beneficial ownership percentage | 21.40% | |||
Maximum [Member] | ||||
Common Stock [Line Items] | ||||
Liquidated damages amount | $ 2,400,000 | |||
Stock Repurchase Program [Member] | ||||
Common Stock [Line Items] | ||||
Stock repurchased during period (shares) | 354,000 | 182,000 | ||
Repurchases of common stock in the open market | $ 8,000,000 | $ 4,300,000 | ||
2011 Plan [Member] | ||||
Common Stock [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 568,812 | |||
Shares reserved for future issuance | 827,855 |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expenses (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 9,148 |
Short-term lease cost | 1,695 |
Total lease costs | $ 10,843 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 27,251 | $ 0 |
Current portion of operating lease liabilities | 7,871 | 0 |
Long-term portion of operating lease liabilities | 22,159 | $ 0 |
Total operating lease liabilities | 30,030 | |
Cash paid for amounts included in the measurement of operating lease liabilities | 10,137,000 | |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 4,353,000 | |
Weighted-average remaining lease term for operating leases (years) | 5 years 5 months 20 days | |
Weighted-average discount rate for operating leases | 4.70% |
Leases - Schedule of Reconcilia
Leases - Schedule of Reconciliation of Future Undiscounted Cash Flows to Operating Lease Liabilities After Adoption of 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating Lease Liabilities, Payments Due [Abstract] | ||
2020 | $ 8,411 | |
2021 | 6,583 | |
2022 | 5,120 | |
2023 | 4,276 | |
2024 | 3,992 | |
Thereafter | 6,060 | |
Total future lease payments | 34,442 | |
Less: imputed interest | (4,412) | |
Total operating lease liabilities | 30,030 | |
Less: current portion of lease liabilities | (7,871) | $ 0 |
Long-term portion of operating lease liabilities | $ 22,159 | $ 0 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments Before Adoption of 842 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2019 | $ 10,646 |
2020 | 7,833 |
2021 | 5,520 |
2022 | 4,528 |
2023 | 3,898 |
Thereafter | 8,671 |
Total | $ 41,096 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | ||
Rent expense | $ 10.9 | $ 11 |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($)practice_area | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)segmentpractice_area | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting [Abstract] | |||||||||||
Number of Reportable Segments | segment | 2 | ||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of Practice Areas | practice_area | 4 | 4 | |||||||||
Revenue | $ 139,005 | $ 149,413 | $ 139,473 | $ 132,871 | $ 123,566 | $ 133,691 | $ 125,032 | $ 583,290 | $ 515,160 | $ 509,208 | |
Total gross profit | $ 23,309 | $ 21,667 | $ 22,959 | $ 21,278 | $ 18,292 | $ 19,199 | $ 22,573 | $ 17,679 | 89,213 | 77,743 | 82,027 |
General and Administrative Expense | 64,492 | 54,848 | 55,753 | ||||||||
Sales and marketing expenses | 7,875 | 4,798 | 1,666 | ||||||||
Restructuring charges | 1,639 | 2,930 | 3,317 | ||||||||
Gain (loss) on change in fair value of contingent consideration, net | (677) | (4,438) | (1,620) | ||||||||
Gain on sale of business | 12,126 | 0 | 0 | ||||||||
Operating income | 28,010 | 19,605 | 22,911 | ||||||||
Interest expense | (3,132) | ||||||||||
Other income (expense) | 417 | (1,897) | (90) | ||||||||
Income before income taxes | $ 22,369 | 14,763 | 19,689 | ||||||||
Workforce Excellence [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of Practice Areas | practice_area | 2 | 2 | |||||||||
Total gross profit | $ 55,855 | 50,875 | 52,958 | ||||||||
Business Transformation Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of Practice Areas | practice_area | 2 | 2 | |||||||||
Total gross profit | $ 33,358 | 26,868 | 29,069 | ||||||||
Operating Segments [Member] | Workforce Excellence [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 329,795 | 316,814 | 308,259 | ||||||||
Operating Segments [Member] | Business Transformation Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 253,495 | $ 198,346 | $ 200,949 |
Business Segments (Details 1)
Business Segments (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Identifiable assets: | ||
Total assets | $ 448,902 | $ 434,738 |
Workforce Excellence [Member] | ||
Identifiable assets: | ||
Total assets | 290,465 | 283,039 |
Business Transformation Services [Member] | ||
Identifiable assets: | ||
Total assets | $ 158,437 | $ 151,699 |
Business Segments (Details 2)
Business Segments (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | $ 2,315 | $ 2,834 | $ 2,734 |
Depreciation and amortization: | |||
Depreciation and amortization | 9,482 | 7,921 | 6,974 |
Workforce Excellence [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 1,657 | 1,321 | 1,609 |
Depreciation and amortization: | |||
Depreciation and amortization | 3,865 | 3,664 | 2,643 |
Business Transformation Services [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 395 | 625 | 184 |
Depreciation and amortization: | |||
Depreciation and amortization | 3,641 | 2,827 | 2,770 |
Corporate and Other [Member] | |||
Additions to property, plant and equipment: | |||
Property, Plant and Equipment, Additions | 263 | 888 | 941 |
Depreciation and amortization: | |||
Depreciation and amortization | $ 1,976 | $ 1,430 | $ 1,561 |
Business Segments (Details 3)
Business Segments (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||||||||||
Revenue | $ 139,005 | $ 149,413 | $ 139,473 | $ 132,871 | $ 123,566 | $ 133,691 | $ 125,032 | $ 583,290 | $ 515,160 | $ 509,208 |
United States | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 374,017 | 344,720 | 350,632 | |||||||
United Kingdom | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 86,511 | 92,059 | 100,466 | |||||||
Other Countries | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | $ 122,762 | $ 78,381 | $ 58,110 |
Business Segments (Details 4)
Business Segments (Details 4) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)reporting_unitsegmentpractice_area | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||
Interest Income (Expense), Net | $ (6,058) | $ (2,945) | $ (3,132) |
Number of Reportable Segments | segment | 2 | ||
Number of Reporting Units | reporting_unit | 4 | ||
Number of Practice Areas | practice_area | 4 | ||
Total assets | $ 448,902 | 434,738 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Total assets | 255,649 | 248,657 | |
United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Total assets | 72,939 | 72,048 | |
CANADA | |||
Segment Reporting Information [Line Items] | |||
Total assets | 43,503 | 41,974 | |
Other Countries | |||
Segment Reporting Information [Line Items] | |||
Total assets | $ 76,811 | 72,059 | |
Workforce Excellence [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of Practice Areas | practice_area | 2 | ||
Total assets | $ 290,465 | 283,039 | |
Business Transformation Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of Practice Areas | practice_area | 2 | ||
Total assets | $ 158,437 | $ 151,699 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts Payable and Accrued Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 0 | $ 594 |
Other Noncurrent Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 0 | $ 83 |
Commitments, Guarantees, and _2
Commitments, Guarantees, and Contingencies (Details Textual) $ in Millions | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Letters of credit outstanding | $ 0.1 |
Other commitment | $ 12.4 |
Quarterly Information (unaudi_3
Quarterly Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 01, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Gross profit | $ 23,309 | $ 21,667 | $ 22,959 | $ 21,278 | $ 18,292 | $ 19,199 | $ 22,573 | $ 17,679 | $ 89,213 | $ 77,743 | $ 82,027 | ||
Net income | $ 9,495 | $ 2,141 | $ 3,219 | $ 334 | $ 385 | $ 3,244 | $ 3,575 | $ 2,632 | $ 15,189 | $ 9,836 | $ 12,891 | ||
Earnings per share: | |||||||||||||
Basic earnings per share (in dollars per share) | $ 0.56 | $ 0.13 | $ 0.19 | $ 0.02 | $ 0.02 | $ 0.20 | $ 0.22 | $ 0.16 | $ 0.90 | $ 0.59 | $ 0.77 | ||
Diluted (in dollars per share) | $ 0.56 | $ 0.13 | $ 0.19 | $ 0.02 | $ 0.02 | $ 0.20 | $ 0.22 | $ 0.16 | $ 0.90 | $ 0.59 | $ 0.76 | ||
Revenue and gross profit reduction related to contract | $ 2,600 | ||||||||||||
Revenue from External Customer [Line Items] | |||||||||||||
Revenue | $ 139,005 | $ 149,413 | $ 139,473 | $ 132,871 | $ 123,566 | $ 133,691 | $ 125,032 | $ 583,290 | $ 515,160 | $ 509,208 | |||
Revenue | $ 155,399 | 583,290 | 515,160 | 509,208 | |||||||||
Gain on sale of business | $ 12,126 | $ 0 | $ 0 | ||||||||||
Tuition Program Management Business | |||||||||||||
Revenue from External Customer [Line Items] | |||||||||||||
Gain on sale of business | $ 12,100 |