Cover Page
Cover Page - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 25, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000070415 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 1-7234 | ||
Entity Registrant Name | GP STRATEGIES CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 52-0845774 | ||
Entity Address, Address Line One | 70 Corporate Center | ||
Entity Address, Address Line Two | 11000 Broken Land Parkway, Suite 300, | ||
Entity Address, City or Town | Columbia | ||
Entity Address, State or Province | MD | ||
Entity Address, Postal Zip Code | 21044 | ||
City Area Code | (443) | ||
Local Phone Number | 367-9600 | ||
Title of 12(b) Security | Common Stock, $.01 par value | ||
Trading Symbol | GPX | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 109,684 | ||
Entity Common Stock, Shares Outstanding | 17,349,122 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 23,076 | $ 8,159 |
Accounts and other receivables, less allowance for credit losses of $3,086 in 2020 and $1,132 in 2019 | 110,575 | 131,852 |
Unbilled revenue | 28,100 | 57,229 |
Prepaid expenses and other current assets | 15,186 | 19,115 |
Assets held for sale | 42,463 | 0 |
Total current assets | 219,400 | 216,355 |
Property, plant and equipment, net | 4,650 | 5,803 |
Operating lease right-of-use assets | 20,862 | 27,251 |
Goodwill | 120,589 | 171,563 |
Intangible assets, net | 5,656 | 16,344 |
Deferred tax assets | 1,425 | 1,121 |
Other assets, net | 9,194 | 10,465 |
Total assets | 381,776 | 448,902 |
Current liabilities: | ||
Accounts payable and accrued expenses | 91,572 | 92,332 |
Current portion of operating lease liability | 5,523 | 7,871 |
Deferred revenue | 16,509 | 23,234 |
Liabilities held for sale | 5,868 | 0 |
Total current liabilities | 119,472 | 123,437 |
Long-term debt | 12,748 | 82,870 |
Long-term portion of operating lease liability | 16,260 | 22,159 |
Deferred tax liabilities | 4,028 | 7,439 |
Other noncurrent liabilities | 5,922 | 3,083 |
Total liabilities | 158,430 | 238,988 |
Stockholders’ equity: | ||
Common stock, par value $0.01 per share; Authorized 35,000,000 shares; issued 17,276,474 shares in 2020 and 17,222,781 in 2019 | 173 | 172 |
Additional paid-in capital | 103,225 | 102,319 |
Retained earnings | 138,296 | 131,228 |
Treasury stock, at cost (3,202 shares in 2020 and 190,115 shares in 2019) | (25) | (4,070) |
Accumulated other comprehensive loss | (18,323) | (19,735) |
Total stockholders’ equity | 223,346 | 209,914 |
Total Liabilities and Stockholders' Equity | $ 381,776 | $ 448,902 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts and other receivables, allowance for doubtful accounts (in dollars) | $ 3,086 | $ 1,132 |
Preferred stock, par value (in dollars per share) | $ 0 | $ 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 | 17,276,474 | 17,222,781 |
Treasury stock, shares | 3,202 | 190,115 |
Consolidated Statements of Oper
Consolidated Statements of Operations shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Revenue | $ 515,160 |
Cost of revenue | 437,417 |
Gross profit | 77,743 |
General and administrative expenses | 54,848 |
Sales and marketing expenses | 4,798 |
Restructuring charges | 2,930 |
Gain on change in fair value of contingent consideration, net | 4,438 |
Gain on sale of business | 0 |
Operating income | 19,605 |
Interest expense | 2,945 |
Other income (expense) (including interest income of $66 in 2020, $50 in 2019, and $8 in 2018) | (1,897) |
Income before income tax expense | 14,763 |
Income tax expense | 4,927 |
Net income | $ 9,836 |
Basic weighted average shares outstanding (in shares) | shares | 16,608 |
Diluted weighted average shares outstanding (in shares) | shares | 16,696 |
Per common share data: | |
Basic earnings per share (in dollars per share) | $ / shares | $ 0.59 |
Diluted earnings per share (in dollars per share) | $ / shares | $ 0.59 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Investment income, interest | $ 66 | $ 50 | $ 8 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 7,068 | $ 15,189 | $ 9,836 |
Foreign currency translation adjustments | 1,412 | 1,955 | (6,914) |
Change in fair value of interest rate cap, net of tax | 0 | 0 | 142 |
Change in fair value of interest rate swap, net of tax | 0 | 0 | (63) |
Comprehensive income | $ 8,480 | $ 17,144 | $ 3,001 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Interest Rate Cap [Member] | Interest Rate Swap [Member] | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock (0.01 Par) [Member] | Common Stock (0.01 Par) [Member]Cumulative Effect, Period of Adoption, Adjusted Balance | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Cumulative Effect, Period of Adoption, Adjusted Balance | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit)Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings (Accumulated Deficit)Cumulative Effect, Period of Adoption, Adjusted Balance | Treasury Stock at Cost [Member] | Treasury Stock at Cost [Member]Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Loss [Member] | Accumulated Other Comprehensive Loss [Member]Interest Rate Cap [Member] | Accumulated Other Comprehensive Loss [Member]Interest Rate Swap [Member] | Accumulated Other Comprehensive Loss [Member]Cumulative Effect, Period of Adoption, Adjusted Balance |
Balance at Dec. 31, 2017 | $ 188,054 | $ (396) | $ 187,658 | $ 172 | $ 172 | $ 107,256 | $ 107,256 | $ 106,599 | $ (396) | $ 106,203 | $ (11,118) | $ (11,118) | $ (14,855) | $ (14,855) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
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) | ||||||||||||
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) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income | 7,068 | 7,068 | ||||||||||||||||
Foreign currency translation adjustments | 1,412 | 1,412 | ||||||||||||||||
Repurchases of common stock in the open market | (1,833) | (1,833) | ||||||||||||||||
Stock-based compensation expense | 4,940 | 4,940 | ||||||||||||||||
Shares withheld in exchange for tax withholding payments on stock-based compensation | (325) | (325) | ||||||||||||||||
Issuance of stock for employer contributions to retirement plan | 3,037 | 1 | (951) | 3,987 | ||||||||||||||
Net issuances of stock pursuant to stock compensation plans and other | (867) | (2,758) | 1,891 | |||||||||||||||
Balance at Dec. 31, 2020 | $ 223,346 | $ 173 | $ 103,225 | $ 138,296 | $ (25) | $ (18,323) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Cash flows from operating activities: | |||
Net income | $ 7,068 | $ 15,189 | $ 9,836 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Gain on change in fair value of contingent consideration, net | 0 | (677) | (4,438) |
Gain on sale of business | (6,064) | (12,126) | 0 |
Depreciation and amortization | 7,879 | 9,482 | 7,921 |
Non-cash compensation expense | 7,977 | 5,595 | 4,310 |
Deferred income taxes | (2,151) | (1,086) | 876 |
Changes in other operating items, net of acquired amounts: | |||
Accounts and other receivables | 15,979 | (23,803) | 23,092 |
Unbilled revenue | 27,032 | 23,473 | (36,868) |
Prepaid expenses and other current assets | 1,002 | 421 | 705 |
Accounts payable, accrued expenses and net change in operating leases | 3,206 | (4,859) | 8,110 |
Deferred revenue | (560) | (326) | (2,094) |
Other | (2,376) | 2,117 | (240) |
Net cash provided by operating activities | 58,992 | 13,400 | 11,210 |
Cash flows from investing activities: | |||
Additions to property, plant and equipment | (1,630) | (2,315) | (2,834) |
Proceeds from Divestiture of Businesses | 31,261 | 20,048 | 0 |
Acquisitions, net of cash acquired | 0 | 850 | (55,290) |
Capitalized software development costs | (102) | (2,632) | (3,544) |
Other investing activities | 0 | 0 | (86) |
Net cash provided by (used in) investing activities | 29,529 | 15,951 | (61,754) |
Cash flows from financing activities: | |||
Repayment of short-term borrowings | 0 | 0 | (37,577) |
Proceeds from long-term debt | 154,752 | 178,750 | 146,000 |
Repayments of long-term debt | (224,873) | (212,380) | (57,500) |
Change in negative cash book balance | (3,701) | 1,932 | (1,278) |
Repurchases of common stock | (1,833) | 0 | (8,522) |
Tax withholding payments for employee stock-based compensation in exchange for shares surrendered | (325) | (278) | (416) |
Cash proceeds from termination of interest rate derivatives | 0 | 0 | 544 |
Payment of debt issuance costs | (298) | (303) | (1,231) |
Other financing activities | 0 | 0 | 10 |
Net cash provided by (used in) financing activities | (76,278) | (32,279) | 40,030 |
Effect of exchange rate changes on cash | 2,674 | (2,330) | 319 |
Net change in cash | 14,917 | (5,258) | (10,195) |
Cash at beginning of year | 8,159 | 13,417 | 23,612 |
Cash at end of year | 8,159 | 13,417 | |
Cash | 23,076 | 8,159 | 13,417 |
Cash paid during the year for: | |||
Interest | 2,193 | 5,831 | 3,741 |
Income taxes | 5,555 | 4,327 | 4,528 |
Non-cash financing activities: | |||
Accrued share repurchases | 0 | 0 | (529) |
Accrued contingent consideration | $ 0 | $ 0 | $ 905 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Business and Significant Accounting Policies | Description of Business and Significant Accounting Policies Business GP Strategies is a leading workforce transformation partner.. 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 United States Generally Accepted Accounting Principles (U.S. GAAP) set by the Financial Accounting Standards Board (FASB). References to U.S. 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 We have a market concentration of revenue in both the automotive sector and financial services sector. Revenue from the automotive industry accounted for approximately 25%, 28% and 23% of our consolidated revenue for the years ended December 31, 2020, 2019 and 2018, respectively. In addition, we have a concentration of revenue from a single automotive customer, which accounted for approximately 14%, 13% and 14% of our consolidated revenue for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019 accounts receivable from a single automotive customer totaled $16.7 million, or 15%, and $17.2 million, or 13%, respectively, of our consolidated accounts receivable balance. Revenue from the financial services industry accounted for approximately 17%, 16% and 19% of our consolidated revenue for the years ended December 31, 2020, 2019 and 2018, respectively. In addition, we have a concentration of revenue from a single financial services customer, which accounted for approximately 9%, 10% and 13% of our consolidated revenue for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019, billed and unbilled accounts receivable from a single financial services customer totaled $7.2 million, or 5%, and $15.4 million, or 8%, respectively, of our consolidated accounts receivable and unbilled revenue balances. No other single customer accounted for more than 10% of our consolidated revenue in 2020, 2019 and 2018, respectively or consolidated accounts receivable balance as of December 31, 2020 and 2019, respectively. 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. There was no negative cash balance as of December 31, 2020 and $3.7 million as of 2019. 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 Credit Losses 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 credit losses was comprised of the following for the periods indicated (in thousands): Years ended December 31, 2020 2019 2018 Beginning balance $ 1,132 $ 2,034 $ 2,492 Additions 2,541 2,871 234 Deductions (587) (3,773) (692) Ending balance $ 3,086 $ 1,132 $ 2,034 During the year ended December 31, 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, $0.7 million and $2.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. Revenue Recognition 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. See Note 2 for further details regarding our revenue recognition for various revenue streams. Contract Related Assets and Liabilities The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled revenue, and deferred revenue 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. 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 and net realizable value. 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, operating lease right of use assets and intangible assets 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 represents costs in excess of values assigned to the underlying net assets of acquired businesses. Intangible assets acquired are recorded at estimated fair value. Goodwill is deemed to have an indefinite life and is not amortized, but is tested for impairment annually during the fourth quarter, and at any time when events suggest an impairment more likely than not has occurred. We test goodwill at the reporting unit level. ASC Topic 350, Intangibles - Goodwill and Other (ASC Topic 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 Topic 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. As a result of our July 1, 2020 segment reorganization, we determined a triggering event occurred and performed a quantitative goodwill impairment test during the third quarter of 2020. A reporting unit is an operating segment, or one level below an operating segment, as defined by U.S. GAAP. Our North America operating segment is comprised of three reporting units based on our primary solution sets. The remaining three reporting units are our EMEA, Latin America and Asia Pacific operating segments. For our annual goodwill impairment tests as of October 1, 2020 and 2019, we 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 reporting 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 concluded that each of our reporting units had excess fair values greater than their respective carrying values and that there was no indication of impairment. The Technical Performance Solutions and Latin America reporting units had a fair value that exceeded the carrying value by less than 5% and 15%, respectively, at the time of the quantitative test performed during the third quarter of 2020. If the Technical Performance Solutions or Latin America reporting units fails to meet its financial projections, or if other adverse market conditions occur (such as a sustained material decrease in our stock price) which would lower the fair value of the business, we could incur material goodwill and other intangible asset impairment charges in the future. We determine the fair value of our reporting units using both an income approach and a market approach, and weighted 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. 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. 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 (in thousands): December 31, 2020 2019 2018 Non-dilutive instruments 52 103 82 Dilutive common stock equivalents 284 34 88 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. For performance-based PSUs with financial targets, we recognize compensation expense 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. For PSUs with stock price appreciation targets, we applied a lattice approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the PSU’s contractual life based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. We recognize compensation expense on a straight-line basis over the performance period and there is no ongoing adjustment or reversal based on actual achievement during the period. 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 credit losses, 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. We believe that the accounting estimates and assumptions are appropriate given the increased uncertainties surrounding the severity and duration of the impacts of the COVID-19 pandemic, however actual results could differ from those estimates. Fair Value Estimates ASC Topic 820, Fair Value Measurements and Disclosure (ASC 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 ASC 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, 2020 and 2019, respectively, as it bears interest at variable rates. Our fair value measurements related to goodwill, intangible assets and contingent consideration are recognized in connection with acquisitions and are valued using Level 3 inputs. Leases On January 1, 2019, we adopted FASB ASU 2016-02, Leases (ASC Topic 842) and all the related amendments. Further information regarding our lease accounting, including our full accounting policy description and adoption impact, 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 Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326), 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. We adopted the standard on January 1, 2020 and began recognizing an allowance for credit losses based on the estimated lifetime expected credit loss related to our financial assets. The adoption of ASC Topic 326 did not have a material impact on our consolidated results of operations or financial condition. During the year ended December 31, 2020, we incorporated the forecasted impact of future economic conditions into our allowance for credit losses measurement process including the expected adverse impact of COVID-19 on the global economy. 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. We adopted the standard on January 1, 2020. The new standard did not impact our consolidated results of operations or financial condition. Accounting Standards Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The guidance issued in this update simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition for deferred tax liabilities for outside basis differences. ASU 2019-12 also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 will be effective for the Company on January 1, 2021, and is not expected to have a significant impact on our financial statements. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Significant Accounting Policy We account for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (ASC Topic 606), which we adopted on January 1, 2018, using the modified retrospective method. Revenue is measured based on the consideration specified in a contract with a customer. Most of our contracts with customers contain transaction prices with fixed consideration, however, some contracts may contain variable consideration in the form of discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties and other similar items. When a contract includes variable consideration, we evaluate the estimate of variable consideration to determine whether the estimate needs to be constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. This can result in recognition of revenue over time as we perform services or at a point in time when the deliverable is transferred to the customer, depending on an evaluation of the criteria for over time recognition in ASC Topic 606. Further details regarding our revenue recognition for various revenue streams are discussed below. Nature of goods and services Over 90% of our revenue is derived from services provided to our customers for training, consulting, technical, 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 costs incurred input 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 progress to depict the transfer of control to the customer 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 costs incurred input 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. Revenue recognized in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods to our fixed price contracts in the aggregate resulted in a net increase (decrease) to revenue of $(0.8) million, $1.8 million, and $1.5 million for the years ended December 31, 2020, 2019 and 2018, 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, 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, as the over time revenue recognition criteria per ASC 606-10-25-27 are not met. 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, 2020 we had $316.1 million of remaining performance obligations, which we also refer to as total backlog. We anticipate to recognize approximately 85 percent of our remaining performance obligations within the next twelve months. Contract Balances Revenue recognized for the years ended December 31, 2020 and 2019, that was included in the contract liability balance at the beginning of the year was $14.5 million and $18.9 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 for both December 31, 2020 and 2019. 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. As of December 31, 2020 and 2019, we did not have any capitalized sales commissions. Disaggregation of Revenue See Note 15 (Business Segments) to these Consolidated Financial Statements for our disaggregated revenues. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions We did not complete any acquisitions in 2020 and 2019. Below is a summary of the acquisitions we completed during 2018. 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 one 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 EMEA 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 North America 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 four two |
Divestitures & Assets Held for
Divestitures & Assets Held for Sale (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestitures & Assets Held for Sale | Divestitures & Assets Held for Sale Business Held for Sale As of December 31, 2020, we are in the process of selling a business outside of our focus industries and as a result we have classified all of this business' assets and liabilities to held for sale. The sale is expected to occur within 12 months. The assets held for sale are primarily composed of $35.9 million of goodwill, $2.9 million of unbilled revenue, and $3.4 million of accounts receivables. The liabilities held for sale are primarily composed of $5.1 million of deferred revenue and $0.7 million of accounts payable and accrued expense. This business is part of the North America segment. 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 was held in escrow to secure possible indemnification claims pursuant to the terms of an escrow agreement which was received in full on October 9, 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 North America 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 upfront cash purchase price was $4.8 million, which consisted of an advance payment of $1.5 million received on December 31, 2019 and $3.5 million received on January 2, 2020, offset by a $0.2 million cash payment to the buyer in March 2020 in settlement of the final net working capital as defined in the asset purchase agreement. 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. We recognized a pre-tax gain of $1.1 million, net of $1.3 million direct selling costs, on the sale of the business. The gain represents the difference between the purchase price and the carrying value of the business, which primarily included net working capital of $0.1 million and goodwill of $2.6 million. The Alternative Fuels Division was part of the North America segment. Sale of IC Axon Division |
Goodwill & Other Intangible Ass
Goodwill & Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 were as follows (in thousands): North America EMEA Emerging Markets Total Balance at January 1, 2019 Goodwill $ 148,634 $ 31,283 $ 11,624 $ 191,541 Accumulated impairment losses (12,752) (1,328) (1,337) (15,417) $ 135,882 $ 29,955 $ 10,287 $ 176,124 Purchase accounting adjustment 1,131 (69) 265 1,327 Divestitures (7,681) — — (7,681) Foreign currency translation 1,715 (33) 111 1,793 Balance at December 31, 2019 Goodwill $ 143,799 $ 31,181 $ 12,000 $ 186,980 Accumulated impairment losses (12,752) (1,328) (1,337) (15,417) $ 131,047 $ 29,853 $ 10,663 $ 171,563 Assets held for sale (35,939) — — (35,939) Divestitures (11,220) (3,523) (2,081) (16,824) Foreign currency translation 1,629 204 (44) 1,789 Balance at December 31, 2020 Goodwill $ 98,269 $ 27,862 $ 9,875 $ 136,006 Accumulated impairment losses (12,752) (1,328) (1,337) (15,417) $ 85,517 $ 26,534 $ 8,538 $ 120,589 Intangible Assets Subject to Amortization Intangible assets with finite lives are subject to amortization over their estimated useful lives. The primary assets included in this category and their respective balances were as follows (in thousands): Gross Carrying Accumulated Net Carrying Amount Amortization Amount December 31, 2020 Customer relationships $ 9,447 $ (4,457) $ 4,990 Intellectual property and other 3,104 (2,438) 666 $ 12,551 $ (6,895) $ 5,656 December 31, 2019 Customer relationships $ 22,348 $ (7,473) $ 14,875 Intellectual property and other 3,915 (2,446) 1,469 $ 26,263 $ (9,919) $ 16,344 Amortization expense for intangible assets was $3.5 million, $5.0 million and $4.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. Estimated future amortization expense for intangible assets included in our consolidated balance sheet as of December 31, 2020 is as follows (in thousands): Fiscal years ending: 2021 $ 1,811 2022 1,017 2023 581 2024 581 2025 581 Thereafter 1,085 Total $ 5,656 As of December 31, 2020, our intangible assets with definite lives had a weighted average remaining useful life of 5.2 years. We have no intangible assets with indefinite useful lives. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Machinery, equipment and vehicles $ 14,999 $ 17,170 Furniture and fixtures 3,142 3,530 Leasehold improvements 2,290 2,725 Buildings 334 321 20,765 23,746 Accumulated depreciation and amortization (16,115) (17,943) $ 4,650 $ 5,803 Depreciation expense was $2.3 million, $2.4 million and $2.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanWe offer the GP Retirement Savings Plan (the “Plan”) to our employees in the U.S. 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 2020, 2019 and 2018, we contributed 337,371, 219,427, and 162,572 shares, respectively, of our common stock directly to the Plan which had a value of approximately $3.0 million each year, 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 U.S., United Kingdom and other countries. We contributed to these plans $2.8 million, $2.7 million and $2.7 million during the years ended December 31, 2020, 2019 and 2018, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Trade accounts payable $ 40,851 $ 37,792 Accrued salaries, vacation and benefits 26,158 22,322 Other accrued expenses 24,563 28,517 Negative cash book balance — 3,701 $ 91,572 $ 92,332 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
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 Adjusted London Inter-bank Offered Rate (LIBOR) 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 Adjusted LIBOR, 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 May 7, 2020, we entered into an amendment to the Credit Agreement that increases the maximum leverage ratio we are required to maintain from 3.0 to 1.0 to 3.75 to 1.0 for the fiscal quarters ending June 30, 2020, September 30, 2020 and December 31, 2020, and 3.0 to 1.0 for fiscal quarters ending March 31, 2021 and thereafter, and a minimum interest expense coverage ratio of 3.0 to 1.0. The leverage ratio is computed by dividing our Funded Debt by our Consolidated EBITDA, as those terms are defined in the Credit Agreement, for the trailing four fiscal quarters, and the interest coverage ratio is computed by dividing our Consolidated EBITDA by our Consolidated Interest Expense for the trailing four fiscal quarters. As of December 31, 2020, our leverage ratio was 0.5 to 1.0 and our interest expense coverage ratio was 9.1 to 1.0, each of which was in compliance with the Credit Agreement. In addition, the amendment to the Credit Agreement reduced the borrowing limit under the credit facility from $200 million to $140 million. As of December 31, 2020, there were $12.7 million of borrowings outstanding and $79.9 million of available borrowings under the revolving loan facility based on our leverage ratio. For the year ended December 31, 2020 and 2019, the weighted average interest rate on our borrowings was 2.6% and 4.5%, respectively. As of December 31, 2020, the fair value of our borrowings under the Credit Agreement approximated its carrying value as it bears interest at variable rates. There were $1.1 million of unamortized debt issue costs related to the Credit Agreement as of December 31, 2020 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, 2020 | |
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, 2020, 2019 and 2018 are as follows (in thousands): Years ended December 31, 2020 2019 2018 Income before income tax expense: Domestic $ 427 $ 12,814 $ 5,577 Foreign 8,183 9,555 9,186 Total income before income tax expense $ 8,610 $ 22,369 $ 14,763 Income tax expense: Current: Federal $ 492 $ 2,634 $ 388 State and local 333 586 378 Foreign 2,868 5,046 3,285 Total current 3,693 8,266 4,051 Deferred: Federal (1,500) (338) 813 State and local (353) (99) 258 Foreign (298) (649) (195) Total deferred (2,151) (1,086) 876 Total income tax expense $ 1,542 $ 7,180 $ 4,927 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, 2020 2019 2018 Federal income tax rate 21.0 % 21.0 % 21.0 % State and local taxes net of federal benefit (4.4) 3.0 1.9 Sale of subsidiary (23.0) — — Valuation allowance 20.0 6.3 0.4 Foreign tax credits (10.0) (5.0) — Foreign tax rate differential 5.0 4.1 1.8 Permanent differences 4.9 3.5 2.7 Other 3.7 (1.0) 2.2 Global Intangible Low-taxed Income 0.7 0.2 1.5 Tax Cuts and Jobs Act of 2017 — — 1.9 Effective tax rate 17.9 % 32.1 % 33.4 % 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 $1.5 million for the year ended December 31, 2020 compared to $7.2 million for the year ended December 31, 2019. Our effective income tax rate was 17.9% and 32.1% for the years ended December 31, 2020 and 2019, respectively. The decrease in the effective income tax rate compared to 2019 is primarily due to a the tax effect of the sale of a subsidiary, partially offset by an increase in valuation allowance on deferred tax assets. On March 27, 2020, Congress enacted the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") to provide certain relief as a result of the COVID-19 pandemic. The CARES Act, among other things, includes various income and payroll tax provisions, as well as provisions relating to net operating loss carryback periods, alternative minimum tax credit refunds, and modification to the net interest deduction limits. Tax payment deferrals provided for under the Cares Act resulted in liabilities for deferred payroll tax payments and other deferred tax payments under other government relief programs in different regions of the world where we operate, totaled $10.4 million as of December 31, 2020, of which approximately $7.0 million is included in accounts payable and accrued expenses and $3.4 million is in other noncurrent liabilities. We continue to monitor any effects that may result from the CARES Act. Uncertain Tax Positions As of December 31, 2020 and 2019, 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 2017 through 2020 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, 2020 2019 Deferred tax assets: Allowance for credit losses $ 1,201 $ 291 Accrued liabilities and other 2,860 2,066 Stock-based compensation expense 807 297 Net federal, state and foreign operating loss carryforwards 3,147 2,825 Other 305 — Foreign tax credit carryforwards 1,295 1,379 Deferred tax assets 9,615 6,858 Valuation allowance on deferred tax assets (5,081) (4,025) Deferred tax liabilities: Other — 182 Intangible assets, property and equipment, principally 7,137 8,969 Net deferred tax liabilities $ (2,603) $ (6,318) As of December 31, 2020, we had foreign and U.S. state net operating loss carryforwards of $12.1 million for tax purposes, which will be available to offset future taxable income. If not used, these carryforwards will expire beginning in 2021. 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 $5.1 million and $4.0 million as of the years ended December 31, 2020 and 2019, 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
Restructuring | 12 Months Ended |
Dec. 31, 2020 | |
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, 2019 $ 230 $ 28 $ 258 Additional restructuring charges 855 532 1,387 Payments (1,085) (560) (1,645) Liability as of December 31, 2020 $ — $ — $ — During the year ended December 31, 2020, we initiated restructuring and transition activities to improve operational efficiency, reduce costs and better position the company to drive future revenue growth. We recorded severance related to restructuring expense of $0.9 million resulting from these activities. These restructuring costs were completed in 2020. In |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [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 3,105,764 shares under the 2011 Plan. As of December 31, 2020, there were 941,749 shares available for issuance of future grants of awards under the 2011 Plan and 1,208,610 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, 2020 2019 2018 Cost of revenue $ 4,020 $ 1,995 $ 992 General and administrative expenses 920 622 358 Total stock-based compensation expense $ 4,940 $ 2,617 $ 1,350 We recognized a deferred income tax benefit of $0.9 million, $0.4 million and $0.3 million, respectively, during the years ended December 31, 2020, 2019, and 2018 associated with the compensation expense recognized in our consolidated financial statements. As of December 31, 2020, 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, 2020 and 2019, respectively. 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. The total intrinsic value realized by participants on stock options exercised and/or settled was less than $0.1 million during the year ended December 31, 2018. 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 Weighted (In shares) (In dollars) Outstanding and unvested, beginning of period 92,101 $ 18.19 Granted 512,922 6.82 Vested (59,710) 17.82 Forfeited (76,757) 7.08 Outstanding and unvested, end of period 468,556 $ 7.62 The total intrinsic value realized by participants upon the vesting of restricted stock units was $0.4 million, $2.3 million and $1.3 million during the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, we had unrecognized compensation cost of $2.3 million related to the unvested portion of our outstanding restricted stock units to be recognized over a weighted average remaining service period of 2.8 years. During the years ended December 31, 2020, 2019, and 2018, we realized excess income tax deficiencies of $0.1 million, $0.1 million and $0.3 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 (PSUs) 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 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 (i) PSUs granted for the 2019-2021 performance period, certain financial targets, and (ii) PSUs granted in 2020, certain stock price appreciation based targets. For PSUs with financial targets, we recognize compensation expense 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. For PSUs with stock price appreciation targets, we applied a lattice approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the PSU’s contractual life based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. We recognize compensation expense on a straight-line basis over the performance period and there is no ongoing adjustment or reversal based on actual achievement during the period. Summarized share information for our performance-based and market based restricted stock units is as follows: Weighted (In shares) (In dollars) Outstanding and unvested, beginning of period 476,711 $ 18.67 Granted 533,204 5.52 Vested (59,102) 7.08 Forfeited (210,759) 18.65 Outstanding and unvested, end of period 740,054 $ 10.13 As of December 31, 2020, we had unrecognized compensation cost of $2.2 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 2.2 years. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | Common Stock The holders of common stock are entitled to one vote per share. As of December 31, 2020, there were 17,273,272 shares of common stock issued and outstanding. In addition, as of December 31, 2020, there were 1,208,610 shares reserved for issuance under outstanding equity compensation awards for unvested restricted stock units and an additional 941,749 shares available for issuance for future grants of awards under the 2011 Plan. Stock Repurchase Program We have a share repurchase program under which we may repurchase shares of our common stock from time to time in the open market, subject to prevailing business and market conditions and other factors. During the years ended December 31, 2020, 2019, and 2018, we repurchased approximately 255,000, 0 and 354,000 shares, respectively, of our common stock in the open market for a total cost of approximately $1.8 million, $0.0 million and $8.0 million, respectively. As of December 31, 2020, there was approximately $1.9 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, 2020, Sagard beneficially owned 3,639,367 shares or 21.1% of our outstanding common stock. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
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 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): Years ended December 31, 2020 2019 Operating lease cost $ 8,312 $ 9,148 Short-term lease cost 1,012 1,695 Total lease costs $ 9,324 $ 10,843 Supplemental information related to leases was as follows (in thousands): December 31, 2020 2019 Operating lease right-of-use assets $ 20,862 $ 27,251 Current portion of operating lease liabilities $ 5,523 $ 7,871 Non-current portion of operating lease liabilities 16,260 22,159 Total operating lease liabilities $ 21,783 $ 30,030 Cash paid for amounts included in the measurement of operating lease liabilities $ 11,188 $ 10,137 Right-of-use assets obtained in exchange for operating lease liabilities $ 4,523 $ 4,353 Weighted-average remaining lease term for operating leases (years) 5.6 years 5.5 years Weighted-average discount rate for operating leases 3.8 % 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, 2020 (in thousands): Years ended December 31, 2021 $ 5,957 2022 4,796 2023 3,774 2024 3,333 2025 2,903 Thereafter 3,616 Total future lease payments 24,379 Less: imputed interest (2,596) Present value of future lease payments 21,783 Less: current portion of lease liabilities (5,523) Long-term lease liabilities $ 16,260 Rent expense was approximately $10.9 million for the year ended December, 31, 2018. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments Effective July 1, 2020, we began managing our business under a new organizational structure on a regional basis through our three geographic markets, North America, EMEA and Emerging Markets. These became our reportable segments in the third quarter of 2020. Each of our three 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 six reporting units for purposes of goodwill impairment testing, Prior to this change, our reportable segments consisted of two global practices, Workforce Excellence and Business Transformation Services, which focused on providing similar and/or complementary products and services across our diverse customer base within target markets. The reorganization was done to achieve the following: • Unlock the potential of organic growth to achieve better business results for our clients and the Company. • Simplify the matrix and empower rapid local decision making in service of our clients. • Leverage global practice systems, processes, and intellectual property while enabling regional authority to better align and deliver to local client needs. • Enable efficient use of our corporate infrastructure with regional resources. Across our regional operating structure, the Company provides Workforce Transformation Services categorized into three primary solution sets: • Organizational Performance Solutions (OPS) - focus is on managed learning services, digital learning strategies and content development, business consulting, and leadership development solutions • Technical Performance Solutions (TPS) - focus is on technical consulting services, enterprise technology adoption and Human Capital Management (HCM) implementation services. • Automotive Performance Solutions (APS) - provides sales enablement solutions, including custom product sales training and other customer loyalty and marketing related services. We have also identified four focus industries to deliver these services which include Automotive, Financial Services, Defense and Aerospace and Technology. We do not allocate the following items to the segments: general & administrative expenses, sales & marketing expenses, restructuring charges, gain on change in fair value of contingent consideration, gain on sale of business, interest expense, other income (expense), 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, 2020 2019 2018 Revenue: North America $ 317,735 $ 395,603 $ 366,481 EMEA 107,203 125,118 116,296 Emerging Markets 48,169 62,569 32,383 $ 473,107 $ 583,290 $ 515,160 Gross Profit: North America $ 59,258 $ 64,343 $ 56,434 EMEA 11,532 14,916 15,246 Emerging Markets 6,472 9,954 6,063 Total gross profit 77,262 89,213 77,743 General and administrative expenses 62,694 64,492 54,848 Sales and marketing expenses 7,190 7,875 4,798 Restructuring charges 1,387 1,639 2,930 Gain on change in fair value of contingent consideration, net — 677 4,438 Gain on sale of business 6,064 12,126 — Operating income 12,055 28,010 19,605 Interest expense 2,934 6,058 2,945 Other income (expense) (511) 417 (1,897) Income before income tax expense $ 8,610 $ 22,369 $ 14,763 Revenue by Category The following series of tables presents our revenue disaggregated by various categories (in thousands). Years Ended December 31, North America EMEA Emerging Markets Consolidated 2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 2019 2018 Revenue by type of service: Organizational Performance Solutions $ 121,955 $ 141,134 $ 129,107 $ 39,924 $ 51,976 $ 52,730 $ 23,564 $ 32,253 $ 26,852 $ 185,443 $ 225,363 $ 208,689 Technical Performance Solutions 120,904 152,513 143,562 62,283 61,302 62,199 657 1,214 1,800 183,844 215,029 207,561 Automotive Performance Solutions 74,876 101,956 93,812 4,996 11,840 1,367 23,948 29,102 3,731 103,820 142,898 98,910 $ 317,735 $ 395,603 $ 366,481 $ 107,203 $ 125,118 $ 116,296 $ 48,169 $ 62,569 $ 32,383 $ 473,107 $ 583,290 $ 515,160 Revenue by client market sector: Automotive $ 86,686 $ 116,260 $ 105,780 $ 7,495 $ 15,757 $ 2,627 $ 23,615 $ 33,112 $ 7,670 $ 117,796 $ 165,129 $ 116,077 Financial Services 37,428 37,610 46,861 25,822 34,104 35,452 14,639 21,435 17,803 77,889 93,149 100,116 Defense & Aerospace 72,908 69,903 53,789 5,019 8,779 7,918 — — 16 77,927 78,682 61,723 Technology 29,901 33,284 34,881 2,887 3,953 4,476 1,334 372 164 34,122 37,609 39,521 All Other 90,812 138,546 125,170 65,980 62,525 65,823 8,581 7,650 6,730 165,373 208,721 197,723 $ 317,735 $ 395,603 $ 366,481 $ 107,203 $ 125,118 $ 116,296 $ 48,169 $ 62,569 $ 32,383 $ 473,107 $ 583,290 $ 515,160 Additional information relating to our business segments is as follows (in thousands): December 31, 2020 2019 Identifiable assets: North America $ 231,708 $ 308,941 EMEA 110,468 101,892 Emerging Markets 39,600 38,069 Total assets $ 381,776 $ 448,902 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, 2020 2019 2018 Additions to property, plant and equipment: North America $ 795 $ 1,048 $ 2,003 EMEA 492 937 694 Emerging Markets 343 330 137 $ 1,630 $ 2,315 $ 2,834 Depreciation and amortization: North America $ 4,350 $ 5,202 $ 4,955 EMEA 1,376 1,788 1,997 Emerging Markets 776 1,090 237 Corporate and other 1,377 1,402 732 $ 7,879 $ 9,482 $ 7,921 Information about our revenue in different geographic regions, which is attributable to our operations located primarily in the U.S., United Kingdom and other countries is as follows (in thousands): Years ended December 31, 2020 2019 2018 United States $ 303,384 $ 374,017 $ 344,720 United Kingdom 74,291 86,511 92,059 Other 95,432 122,762 78,381 $ 473,107 $ 583,290 $ 515,160 Information about our total assets in different geographic regions is as follows (in thousands): December 31, 2020 2019 United States $ 230,693 $ 255,649 United Kingdom 72,562 72,939 Canada 3,656 43,503 Other 74,865 76,811 $ 381,776 $ 448,902 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019, and the level they fall within the fair value hierarchy (in thousands): Fair Value Fair Value December 31, Financial Instrument Financial Statement Classification Hierarchy 2020 2019 Contingent consideration Accounts payable and accrued expenses Level 3 $ — $ — Contingent consideration Other noncurrent liabilities Level 3 — — |
Commitments, Guarantees, and Co
Commitments, Guarantees, and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Guarantees, and Contingencies | Commitments, Guarantees, and ContingenciesAs of December 31, 2020, we had outstanding letters of credit totaling $0.4 million, which expire by 2022. In addition, as of December 31, 2020, we had two outstanding performance bonds totaling $6.6 million primarily for contracts in our Alternative Fuels Division. |
Quarterly Information (unaudite
Quarterly Information (unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 March 31 June 30 September 30 December 31 December 31 Revenue $ 128,281 $ 106,144 $ 115,594 $ 123,088 $ 473,107 Gross profit 17,614 15,897 20,665 23,086 77,262 Net income (loss) (1,294) (a) (606) 521 8,447 (a) 7,068 Earnings per share: Basic $ (0.08) $ (0.04) $ 0.03 $ 0.49 $ 0.41 Diluted $ (0.08) $ (0.04) $ 0.03 $ 0.47 $ 0.41 2019 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 The sum of the quarterly earnings per share amounts may not equal the total for the year due to the effects of rounding and dilution as a result of issuing common shares during the year. (a) For the three ended March 31, 2020, Net income (loss) includes a $1.1 million gain on the sale of our Alternative Fuels Division on January 1, 2020. For the three months ended December 31, 2020, Net income (loss) includes a $5.0 million gain from the sale of our IC Axon Division on October 1, 2020. For the three months ended December 31, 2019, Net income includes a $12.1 million gain on the sale of our Tuition Program Management Business on October 1, 2019. (see Note 4 to the Consolidated Financial Statements) |
Description of Business and S_2
Description of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Business | Business GP Strategies is a leading workforce transformation partner.. 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 United States Generally Accepted Accounting Principles (U.S. GAAP) set by the Financial Accounting Standards Board (FASB). References to U.S. 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 We have a market concentration of revenue in both the automotive sector and financial services sector. Revenue from the automotive industry accounted for approximately 25%, 28% and 23% of our consolidated revenue for the years ended December 31, 2020, 2019 and 2018, respectively. In addition, we have a concentration of revenue from a single automotive customer, which accounted for approximately 14%, 13% and 14% of our consolidated revenue for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019 accounts receivable from a single automotive customer totaled $16.7 million, or 15%, and $17.2 million, or 13%, respectively, of our consolidated accounts receivable balance. Revenue from the financial services industry accounted for approximately 17%, 16% and 19% of our consolidated revenue for the years ended December 31, 2020, 2019 and 2018, respectively. In addition, we have a concentration of revenue from a single financial services customer, which accounted for approximately 9%, 10% and 13% of our consolidated revenue for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019, billed and unbilled accounts receivable from a single financial services customer totaled $7.2 million, or 5%, and $15.4 million, or 8%, respectively, of our consolidated accounts receivable and unbilled revenue balances. No other single customer accounted for more than 10% of our consolidated revenue in 2020, 2019 and 2018, respectively or consolidated accounts receivable balance as of December 31, 2020 and 2019, respectively. |
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. There was no negative cash balance as of December 31, 2020 and $3.7 million as of 2019. 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 Credit Losses 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 |
Foreign Currency Translation | Foreign Currency Translation |
Revenue Recognition | Revenue Recognition 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. See Note 2 for further details regarding our revenue recognition for various revenue streams. Contract Related Assets and Liabilities |
Comprehensive Income | Comprehensive Income |
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 |
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, operating lease right of use assets and intangible assets 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 Goodwill represents costs in excess of values assigned to the underlying net assets of acquired businesses. Intangible assets acquired are recorded at estimated fair value. Goodwill is deemed to have an indefinite life and is not amortized, but is tested for impairment annually during the fourth quarter, and at any time when events suggest an impairment more likely than not has occurred. We test goodwill at the reporting unit level. ASC Topic 350, Intangibles - Goodwill and Other (ASC Topic 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 Topic 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. As a result of our July 1, 2020 segment reorganization, we determined a triggering event occurred and performed a quantitative goodwill impairment test during the third quarter of 2020. A reporting unit is an operating segment, or one level below an operating segment, as defined by U.S. GAAP. Our North America operating segment is comprised of three reporting units based on our primary solution sets. The remaining three reporting units are our EMEA, Latin America and Asia Pacific operating segments. For our annual goodwill impairment tests as of October 1, 2020 and 2019, we 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 reporting 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 concluded that each of our reporting units had excess fair values greater than their respective carrying values and that there was no indication of impairment. The Technical Performance Solutions and Latin America reporting units had a fair value that exceeded the carrying value by less than 5% and 15%, respectively, at the time of the quantitative test performed during the third quarter of 2020. If the Technical Performance Solutions or Latin America reporting units fails to meet its financial projections, or if other adverse market conditions occur (such as a sustained material decrease in our stock price) which would lower the fair value of the business, we could incur material goodwill and other intangible asset impairment charges in the future. We determine the fair value of our reporting units using both an income approach and a market approach, and weighted 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. 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. 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 |
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. |
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. For performance-based PSUs with financial targets, we recognize compensation expense 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. For PSUs with stock price appreciation targets, we applied a lattice approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the PSU’s contractual life based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. We recognize compensation expense on a straight-line basis over the performance period and there is no ongoing adjustment or reversal based on actual achievement during the period. |
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 credit losses, 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. We believe that the accounting estimates and assumptions are appropriate given the increased uncertainties surrounding the severity and duration of the impacts of the COVID-19 pandemic, however actual results could differ from those estimates. |
Fair Value Estimates | Fair Value Estimates ASC Topic 820, Fair Value Measurements and Disclosure (ASC 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 ASC 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, 2020 and 2019, respectively, as it |
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 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326), 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. We adopted the standard on January 1, 2020 and began recognizing an allowance for credit losses based on the estimated lifetime expected credit loss related to our financial assets. The adoption of ASC Topic 326 did not have a material impact on our consolidated results of operations or financial condition. During the year ended December 31, 2020, we incorporated the forecasted impact of future economic conditions into our allowance for credit losses measurement process including the expected adverse impact of COVID-19 on the global economy. 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. We adopted the standard on January 1, 2020. The new standard did not impact our consolidated results of operations or financial condition. Accounting Standards Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The guidance issued in this update simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition for deferred tax liabilities for outside basis differences. ASU 2019-12 also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 will be effective for the Company on January 1, 2021, and is not expected to have a significant impact on our financial statements. |
Description of Business and S_3
Description of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Allowance for doubtful accounts activity | Activity in our allowance for credit losses was comprised of the following for the periods indicated (in thousands): Years ended December 31, 2020 2019 2018 Beginning balance $ 1,132 $ 2,034 $ 2,492 Additions 2,541 2,871 234 Deductions (587) (3,773) (692) Ending balance $ 3,086 $ 1,132 $ 2,034 |
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 (in thousands): December 31, 2020 2019 2018 Non-dilutive instruments 52 103 82 Dilutive common stock equivalents 284 34 88 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 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 |
Goodwill & Other Intangible A_2
Goodwill & Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 were as follows (in thousands): North America EMEA Emerging Markets Total Balance at January 1, 2019 Goodwill $ 148,634 $ 31,283 $ 11,624 $ 191,541 Accumulated impairment losses (12,752) (1,328) (1,337) (15,417) $ 135,882 $ 29,955 $ 10,287 $ 176,124 Purchase accounting adjustment 1,131 (69) 265 1,327 Divestitures (7,681) — — (7,681) Foreign currency translation 1,715 (33) 111 1,793 Balance at December 31, 2019 Goodwill $ 143,799 $ 31,181 $ 12,000 $ 186,980 Accumulated impairment losses (12,752) (1,328) (1,337) (15,417) $ 131,047 $ 29,853 $ 10,663 $ 171,563 Assets held for sale (35,939) — — (35,939) Divestitures (11,220) (3,523) (2,081) (16,824) Foreign currency translation 1,629 204 (44) 1,789 Balance at December 31, 2020 Goodwill $ 98,269 $ 27,862 $ 9,875 $ 136,006 Accumulated impairment losses (12,752) (1,328) (1,337) (15,417) $ 85,517 $ 26,534 $ 8,538 $ 120,589 |
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): Gross Carrying Accumulated Net Carrying Amount Amortization Amount December 31, 2020 Customer relationships $ 9,447 $ (4,457) $ 4,990 Intellectual property and other 3,104 (2,438) 666 $ 12,551 $ (6,895) $ 5,656 December 31, 2019 Customer relationships $ 22,348 $ (7,473) $ 14,875 Intellectual property and other 3,915 (2,446) 1,469 $ 26,263 $ (9,919) $ 16,344 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense for intangible assets included in our consolidated balance sheet as of December 31, 2020 is as follows (in thousands): Fiscal years ending: 2021 $ 1,811 2022 1,017 2023 581 2024 581 2025 581 Thereafter 1,085 Total $ 5,656 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consisted of the following (in thousands): December 31, 2020 2019 Machinery, equipment and vehicles $ 14,999 $ 17,170 Furniture and fixtures 3,142 3,530 Leasehold improvements 2,290 2,725 Buildings 334 321 20,765 23,746 Accumulated depreciation and amortization (16,115) (17,943) $ 4,650 $ 5,803 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following (in thousands): December 31, 2020 2019 Trade accounts payable $ 40,851 $ 37,792 Accrued salaries, vacation and benefits 26,158 22,322 Other accrued expenses 24,563 28,517 Negative cash book balance — 3,701 $ 91,572 $ 92,332 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, 2019 and 2018 are as follows (in thousands): Years ended December 31, 2020 2019 2018 Income before income tax expense: Domestic $ 427 $ 12,814 $ 5,577 Foreign 8,183 9,555 9,186 Total income before income tax expense $ 8,610 $ 22,369 $ 14,763 Income tax expense: Current: Federal $ 492 $ 2,634 $ 388 State and local 333 586 378 Foreign 2,868 5,046 3,285 Total current 3,693 8,266 4,051 Deferred: Federal (1,500) (338) 813 State and local (353) (99) 258 Foreign (298) (649) (195) Total deferred (2,151) (1,086) 876 Total income tax expense $ 1,542 $ 7,180 $ 4,927 |
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, 2020 2019 2018 Federal income tax rate 21.0 % 21.0 % 21.0 % State and local taxes net of federal benefit (4.4) 3.0 1.9 Sale of subsidiary (23.0) — — Valuation allowance 20.0 6.3 0.4 Foreign tax credits (10.0) (5.0) — Foreign tax rate differential 5.0 4.1 1.8 Permanent differences 4.9 3.5 2.7 Other 3.7 (1.0) 2.2 Global Intangible Low-taxed Income 0.7 0.2 1.5 Tax Cuts and Jobs Act of 2017 — — 1.9 Effective tax rate 17.9 % 32.1 % 33.4 % |
Schedule of deferred tax assets and liabilities | Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Allowance for credit losses $ 1,201 $ 291 Accrued liabilities and other 2,860 2,066 Stock-based compensation expense 807 297 Net federal, state and foreign operating loss carryforwards 3,147 2,825 Other 305 — Foreign tax credit carryforwards 1,295 1,379 Deferred tax assets 9,615 6,858 Valuation allowance on deferred tax assets (5,081) (4,025) Deferred tax liabilities: Other — 182 Intangible assets, property and equipment, principally 7,137 8,969 Net deferred tax liabilities $ (2,603) $ (6,318) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [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, 2020 2019 2018 Cost of revenue $ 4,020 $ 1,995 $ 992 General and administrative expenses 920 622 358 Total stock-based compensation expense $ 4,940 $ 2,617 $ 1,350 |
Schedule of Restricted Stock Units Activity | Summarized share information for our restricted stock units is as follows: Year ended Weighted (In shares) (In dollars) Outstanding and unvested, beginning of period 92,101 $ 18.19 Granted 512,922 6.82 Vested (59,710) 17.82 Forfeited (76,757) 7.08 Outstanding and unvested, end of period 468,556 $ 7.62 |
Schedule of Performance Restricted Stock Unit Activity | Summarized share information for our performance-based and market based restricted stock units is as follows: Weighted (In shares) (In dollars) Outstanding and unvested, beginning of period 476,711 $ 18.67 Granted 533,204 5.52 Vested (59,102) 7.08 Forfeited (210,759) 18.65 Outstanding and unvested, end of period 740,054 $ 10.13 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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): Years ended December 31, 2020 2019 Operating lease cost $ 8,312 $ 9,148 Short-term lease cost 1,012 1,695 Total lease costs $ 9,324 $ 10,843 |
Schedule of Supplemental Information Related to Leases | Supplemental information related to leases was as follows (in thousands): December 31, 2020 2019 Operating lease right-of-use assets $ 20,862 $ 27,251 Current portion of operating lease liabilities $ 5,523 $ 7,871 Non-current portion of operating lease liabilities 16,260 22,159 Total operating lease liabilities $ 21,783 $ 30,030 Cash paid for amounts included in the measurement of operating lease liabilities $ 11,188 $ 10,137 Right-of-use assets obtained in exchange for operating lease liabilities $ 4,523 $ 4,353 Weighted-average remaining lease term for operating leases (years) 5.6 years 5.5 years Weighted-average discount rate for operating leases 3.8 % 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, 2020 (in thousands): Years ended December 31, 2021 $ 5,957 2022 4,796 2023 3,774 2024 3,333 2025 2,903 Thereafter 3,616 Total future lease payments 24,379 Less: imputed interest (2,596) Present value of future lease payments 21,783 Less: current portion of lease liabilities (5,523) Long-term lease liabilities $ 16,260 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 Revenue: North America $ 317,735 $ 395,603 $ 366,481 EMEA 107,203 125,118 116,296 Emerging Markets 48,169 62,569 32,383 $ 473,107 $ 583,290 $ 515,160 Gross Profit: North America $ 59,258 $ 64,343 $ 56,434 EMEA 11,532 14,916 15,246 Emerging Markets 6,472 9,954 6,063 Total gross profit 77,262 89,213 77,743 General and administrative expenses 62,694 64,492 54,848 Sales and marketing expenses 7,190 7,875 4,798 Restructuring charges 1,387 1,639 2,930 Gain on change in fair value of contingent consideration, net — 677 4,438 Gain on sale of business 6,064 12,126 — Operating income 12,055 28,010 19,605 Interest expense 2,934 6,058 2,945 Other income (expense) (511) 417 (1,897) Income before income tax expense $ 8,610 $ 22,369 $ 14,763 Revenue by Category The following series of tables presents our revenue disaggregated by various categories (in thousands). Years Ended December 31, North America EMEA Emerging Markets Consolidated 2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 2019 2018 Revenue by type of service: Organizational Performance Solutions $ 121,955 $ 141,134 $ 129,107 $ 39,924 $ 51,976 $ 52,730 $ 23,564 $ 32,253 $ 26,852 $ 185,443 $ 225,363 $ 208,689 Technical Performance Solutions 120,904 152,513 143,562 62,283 61,302 62,199 657 1,214 1,800 183,844 215,029 207,561 Automotive Performance Solutions 74,876 101,956 93,812 4,996 11,840 1,367 23,948 29,102 3,731 103,820 142,898 98,910 $ 317,735 $ 395,603 $ 366,481 $ 107,203 $ 125,118 $ 116,296 $ 48,169 $ 62,569 $ 32,383 $ 473,107 $ 583,290 $ 515,160 Revenue by client market sector: Automotive $ 86,686 $ 116,260 $ 105,780 $ 7,495 $ 15,757 $ 2,627 $ 23,615 $ 33,112 $ 7,670 $ 117,796 $ 165,129 $ 116,077 Financial Services 37,428 37,610 46,861 25,822 34,104 35,452 14,639 21,435 17,803 77,889 93,149 100,116 Defense & Aerospace 72,908 69,903 53,789 5,019 8,779 7,918 — — 16 77,927 78,682 61,723 Technology 29,901 33,284 34,881 2,887 3,953 4,476 1,334 372 164 34,122 37,609 39,521 All Other 90,812 138,546 125,170 65,980 62,525 65,823 8,581 7,650 6,730 165,373 208,721 197,723 $ 317,735 $ 395,603 $ 366,481 $ 107,203 $ 125,118 $ 116,296 $ 48,169 $ 62,569 $ 32,383 $ 473,107 $ 583,290 $ 515,160 |
Additional Information Relating To Business Segments | Additional information relating to our business segments is as follows (in thousands): December 31, 2020 2019 Identifiable assets: North America $ 231,708 $ 308,941 EMEA 110,468 101,892 Emerging Markets 39,600 38,069 Total assets $ 381,776 $ 448,902 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | Information about our revenue in different geographic regions, which is attributable to our operations located primarily in the U.S., United Kingdom and other countries is as follows (in thousands): Years ended December 31, 2020 2019 2018 United States $ 303,384 $ 374,017 $ 344,720 United Kingdom 74,291 86,511 92,059 Other 95,432 122,762 78,381 $ 473,107 $ 583,290 $ 515,160 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | 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, 2020 2019 2018 Additions to property, plant and equipment: North America $ 795 $ 1,048 $ 2,003 EMEA 492 937 694 Emerging Markets 343 330 137 $ 1,630 $ 2,315 $ 2,834 Depreciation and amortization: North America $ 4,350 $ 5,202 $ 4,955 EMEA 1,376 1,788 1,997 Emerging Markets 776 1,090 237 Corporate and other 1,377 1,402 732 $ 7,879 $ 9,482 $ 7,921 Information about our total assets in different geographic regions is as follows (in thousands): December 31, 2020 2019 United States $ 230,693 $ 255,649 United Kingdom 72,562 72,939 Canada 3,656 43,503 Other 74,865 76,811 $ 381,776 $ 448,902 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019, and the level they fall within the fair value hierarchy (in thousands): Fair Value Fair Value December 31, Financial Instrument Financial Statement Classification Hierarchy 2020 2019 Contingent consideration Accounts payable and accrued expenses Level 3 $ — $ — Contingent consideration Other noncurrent liabilities Level 3 — — |
Quarterly Information (unaudi_2
Quarterly Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 March 31 June 30 September 30 December 31 December 31 Revenue $ 128,281 $ 106,144 $ 115,594 $ 123,088 $ 473,107 Gross profit 17,614 15,897 20,665 23,086 77,262 Net income (loss) (1,294) (a) (606) 521 8,447 (a) 7,068 Earnings per share: Basic $ (0.08) $ (0.04) $ 0.03 $ 0.49 $ 0.41 Diluted $ (0.08) $ (0.04) $ 0.03 $ 0.47 $ 0.41 2019 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 The sum of the quarterly earnings per share amounts may not equal the total for the year due to the effects of rounding and dilution as a result of issuing common shares during the year. (a) For the three ended March 31, 2020, Net income (loss) includes a $1.1 million gain on the sale of our Alternative Fuels Division on January 1, 2020. For the three months ended December 31, 2020, Net income (loss) includes a $5.0 million gain from the sale of our IC Axon Division on October 1, 2020. For the three months ended December 31, 2019, Net income includes a $12.1 million gain on the sale of our Tuition Program Management Business on October 1, 2019. (see Note 4 to the Consolidated Financial Statements) |
Description of Business and S_4
Description of Business and Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ 1,132 | $ 2,034 | $ 2,492 |
Additions | 2,541 | 2,871 | 234 |
Deductions | (587) | (3,773) | (692) |
Ending balance | $ 3,086 | $ 1,132 | $ 2,034 |
Technical Performance Solutions | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 5.00% | ||
Latin America | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 15.00% | ||
Single Automotive Customer [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Concentration Risk, Percentage | 15.00% | 13.00% |
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, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Significant Accounting Policies [Line Items] | |||||||||||
Revenue | $ 123,088 | $ 473,107 | $ 583,290 | $ 515,160 | |||||||
Revenue | $ 115,594 | $ 106,144 | $ 128,281 | $ 155,399 | $ 139,005 | $ 149,413 | $ 139,473 | 473,107 | 583,290 | 515,160 | |
Cost of revenue | 395,845 | 494,077 | 437,417 | ||||||||
Total gross profit | 23,086 | 20,665 | 15,897 | 17,614 | 23,309 | 21,667 | 22,959 | 21,278 | 77,262 | 89,213 | 77,743 |
Restructuring charges | 1,387 | 1,639 | 2,930 | ||||||||
Gain on change in fair value of contingent consideration, net | 0 | 677 | 4,438 | ||||||||
Operating Income (Loss) | 12,055 | 28,010 | 19,605 | ||||||||
Interest Expense | 2,934 | 6,058 | 2,945 | ||||||||
Other income (expense) (including interest income of $66 in 2020, $50 in 2019, and $8 in 2018) | (511) | 417 | (1,897) | ||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | 8,610 | 22,369 | 14,763 | ||||||||
Income tax expense | 1,542 | 7,180 | 4,927 | ||||||||
Net Income (Loss) Attributable to Parent | $ 8,447 | $ 521 | $ (606) | $ (1,294) | $ 9,495 | $ 2,141 | $ 3,219 | $ 334 | $ 7,068 | $ 15,189 | $ 9,836 |
Weighted Average Number of Shares Outstanding, Basic | 17,131 | 16,827 | 16,608 | ||||||||
Weighted Average Number of Shares Outstanding, Diluted | 17,415 | 16,861 | 16,696 | ||||||||
Basic earnings per share (in dollars per share) | $ 0.49 | $ 0.03 | $ (0.04) | $ (0.08) | $ 0.56 | $ 0.13 | $ 0.19 | $ 0.02 | $ 0.41 | $ 0.90 | $ 0.59 |
Diluted earnings per share (in dollars per share) | $ 0.47 | $ 0.03 | $ (0.04) | $ (0.08) | $ 0.56 | $ 0.13 | $ 0.19 | $ 0.02 | $ 0.41 | $ 0.90 | $ 0.59 |
Prepaid expenses and other current assets | $ 15,186 | $ 19,115 | $ 15,186 | $ 19,115 | |||||||
Deferred revenue | 16,509 | 23,234 | 16,509 | 23,234 | |||||||
Retained earnings | 138,296 | 131,228 | 138,296 | 131,228 | |||||||
Assets | 381,776 | 448,902 | 381,776 | 448,902 | |||||||
Accounts payable and accrued expenses | 91,572 | 92,332 | 91,572 | 92,332 | |||||||
Liabilities and Equity | $ 381,776 | $ 448,902 | $ 381,776 | $ 448,902 | |||||||
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 | ||||||||||
Single Automotive Customer [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Concentration Risk, Percentage | 15.00% | 13.00% | |||||||||
Sales Revenue, Net [Member] | Automotive Industry [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Concentration Risk, Percentage | 25.00% | 28.00% |
Description of Business and S_6
Description of Business and Significant Accounting Policies (Details 2) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Non-dilutive instruments | 52 | 103 | 82 |
Dilutive common stock equivalents | 284 | 34 | 88 |
Description of Business and S_7
Description of Business and Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | |||
Accounts and other receivables | $ 110,575 | $ 131,852 | |
Negative cash book balance | 0 | 3,701 | |
Foreign currency transaction loss | $ 700 | 700 | $ 2,300 |
Ownership percentage | 10.00% | ||
Operating lease right-of-use assets | $ 20,862 | 27,251 | |
Operating Lease, Liability | 21,783 | 30,030 | |
Allowance for Doubtful Accounts Receivable, Write-offs | 587 | $ 3,773 | $ 692 |
Single Financial Services Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 8.00% | ||
Accounts and other receivables | $ 7,200 | $ 15,400 | |
Single Automotive Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 15.00% | 13.00% | |
Accounts and other receivables | $ 16,700 | $ 17,200 | |
General and Administrative Expense [Member] | |||
Concentration Risk [Line Items] | |||
Bad debt reserve | $ 1,600 | ||
Allowance for Doubtful Accounts Receivable, Write-offs | $ 2,200 | ||
Accounts Receivable [Member] | Single Financial Services Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 5.00% | ||
Sales Revenue, Net [Member] | Automotive Industry [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 23.00% | ||
Sales Revenue, Net [Member] | Automotive Industry [Member] | Single Automotive Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 14.00% | 13.00% | 14.00% |
Sales Revenue, Net [Member] | Financial & Insurance Industry [Member] | Single Financial Services Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk (percent) | 9.00% | 10.00% | 13.00% |
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) | 17.00% | 16.00% | 19.00% |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
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 | $ (800,000) | $ 1,800,000 | $ 1,500,000 |
Remaining performance obligations | 316,100,000 | ||
Remaining performance obligation expected to be recognized in next 12 months, percentage | 0.85 | ||
Revenue recognized related to contract liabilities | 14,500,000 | 18,900,000 | |
Contract costs | $ 600,000 | $ 600,000 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Nov. 30, 2018 | Aug. 07, 2018 | May 01, 2018 | Jan. 02, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Purchase price allocation: | |||||||
Goodwill | $ 120,589 | $ 171,563 | $ 176,124 | ||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years 2 months 12 days | ||||||
TTi Global [Member] [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash purchase price | $ 14,195 | ||||||
Fair value of contingent consideration | 0 | ||||||
Working capital adjustment | (850) | ||||||
Total purchase price | 13,345 | ||||||
Purchase price allocation: | |||||||
Cash | 1,780 | ||||||
Accounts receivable and other assets | 14,218 | ||||||
Fixed assets | 300 | ||||||
Goodwill | 4,655 | ||||||
Total assets | 25,835 | ||||||
Accrued expenses | 10,066 | ||||||
Deferred revenue | 219 | ||||||
Deferred tax liability | 2,205 | ||||||
Total liabilities | 12,490 | ||||||
Net assets acquired | 13,345 | ||||||
TTi Global [Member] [Member] | Marketing-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | $ 454 | ||||||
Acquired finite-lived intangible assets, weighted average useful life | 1 year | ||||||
TTi Global [Member] [Member] | Customer-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | $ 4,428 | ||||||
Acquired finite-lived intangible assets, weighted average useful life | 9 years | ||||||
TTi (Europe) Limited [Member] [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash purchase price | $ 3,000 | ||||||
Fair value of contingent consideration | 0 | ||||||
Working capital adjustment | 0 | ||||||
Total purchase price | 3,000 | ||||||
Purchase price allocation: | |||||||
Cash | 125 | ||||||
Accounts receivable and other assets | 1,684 | ||||||
Fixed assets | 9 | ||||||
Goodwill | 2,179 | ||||||
Total assets | 4,804 | ||||||
Accrued expenses | 1,609 | ||||||
Deferred revenue | 126 | ||||||
Deferred tax liability | 69 | ||||||
Total liabilities | 1,804 | ||||||
Net assets acquired | 3,000 | ||||||
TTi (Europe) Limited [Member] [Member] | Marketing-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | 45 | ||||||
TTi (Europe) Limited [Member] [Member] | Customer-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | $ 762 | ||||||
Acquired finite-lived intangible assets, weighted average useful life | 9 years | ||||||
IC Axon [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash purchase price | $ 30,535 | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 3,500 | ||||||
Fair value of contingent consideration | 905 | ||||||
Working capital adjustment | 0 | ||||||
Total purchase price | 31,440 | ||||||
Purchase price allocation: | |||||||
Cash | 538 | ||||||
Accounts receivable and other assets | 3,110 | ||||||
Fixed assets | 368 | ||||||
Goodwill | 21,613 | ||||||
Total assets | 36,233 | ||||||
Accrued expenses | 983 | ||||||
Deferred revenue | 979 | ||||||
Deferred tax liability | 2,831 | ||||||
Total liabilities | 4,793 | ||||||
Net assets acquired | 31,440 | ||||||
IC Axon [Member] | Marketing-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | $ 239 | ||||||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | ||||||
IC Axon [Member] | Customer-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | $ 10,365 | ||||||
Acquired finite-lived intangible assets, weighted average useful life | 8 years | ||||||
Hula Partners [Member] [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash purchase price | $ 10,000 | ||||||
Fair value of contingent consideration | 0 | ||||||
Working capital adjustment | 0 | ||||||
Total purchase price | 10,000 | ||||||
Purchase price allocation: | |||||||
Cash | 0 | ||||||
Accounts receivable and other assets | 0 | ||||||
Fixed assets | 0 | ||||||
Goodwill | 8,527 | ||||||
Total assets | 10,000 | ||||||
Accrued expenses | 0 | ||||||
Deferred revenue | 0 | ||||||
Deferred tax liability | 0 | ||||||
Total liabilities | 0 | ||||||
Net assets acquired | 10,000 | ||||||
Hula Partners [Member] [Member] | Marketing-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | $ 106 | ||||||
Acquired finite-lived intangible assets, weighted average useful life | 2 years | ||||||
Hula Partners [Member] [Member] | Customer-Related Intangible Assets [Member] | |||||||
Purchase price allocation: | |||||||
Intangible assets | $ 1,367 | ||||||
Acquired finite-lived intangible assets, weighted average useful life | 4 years |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Purchase price allocation: | |||
Goodwill | $ 120,589 | $ 171,563 | $ 176,124 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) $ in Thousands | Nov. 30, 2018 | Aug. 07, 2018 | May 01, 2018 | Jan. 02, 2018 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years 2 months 12 days | |||||||
Goodwill | $ 120,589 | $ 171,563 | $ 176,124 | |||||
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 |
Acquisitions (Details 3)
Acquisitions (Details 3) - USD ($) $ in Thousands | May 01, 2018 | Jan. 02, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years 2 months 12 days | ||||
Goodwill | $ 120,589 | $ 171,563 | $ 176,124 | ||
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, 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 | ||||
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 | ||||
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 | ||||
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 | ||||
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 | ||||
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 |
Divestitures & Assets Held fo_2
Divestitures & Assets Held for Sale (Details) - USD ($) | Oct. 01, 2020 | Jan. 01, 2020 | Oct. 01, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2021 | Jan. 02, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Pre-tax gain on sale of business | $ 6,064,000 | $ 12,126,000 | $ 0 | |||||
Goodwill | 35,939,000 | |||||||
Tuition Program Management Business | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Purchase price | $ 20,000,000 | |||||||
Consideration held in escrow | 1,500,000 | |||||||
Additional consideration paid | 100,000 | |||||||
Pre-tax gain on sale of business | 12,100,000 | |||||||
Direct selling costs | 100,000 | |||||||
Goodwill | $ 7,700,000 | |||||||
Alternative Fuels Division | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Purchase price | $ 4,800,000 | $ 3,500,000 | ||||||
Pre-tax gain on sale of business | 1,100,000 | |||||||
Goodwill | 2,600,000 | |||||||
Advance payment | $ 1,500,000 | |||||||
Alternative Fuels Division | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Pre-tax gain on sale of business | 1,100,000 | |||||||
Direct selling costs | 1,300,000 | |||||||
Disposal Group, Cash Payment for Settlement of Net Working Capital | $ 200,000 | |||||||
IC Axon [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Pre-tax gain on sale of business | $ 5 | |||||||
IC Axon [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Purchase price | 28,000,000 | |||||||
Pre-tax gain on sale of business | 5,000,000 | |||||||
Direct selling costs | 300,000 | |||||||
Goodwill | 14,200,000 | |||||||
Accounts receivable | 2,800,000 | |||||||
Escrow Deposit | 1,500,000 | |||||||
Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities | 1,900,000 | |||||||
Disposal Group, Including Discontinued Operation, Intangible Assets | $ 7,000,000 | |||||||
EtaPRO | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Goodwill | 35,900,000 | |||||||
Deferred revenue | 5,100,000 | |||||||
Disposal Group, Including Discontinued Operation, Accounts Payable | 700,000 | |||||||
Disposal Group, Including Discontinued Operation, Unbilled Contracts Receivable | 2,900,000 | |||||||
Disposal Group, Including Discontinued Operation, Accounts Receivable | $ 3,400,000 | |||||||
Subsequent Event | Alternative Fuels Division | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Purchase price subject to achievement milestones | $ 500,000 |
Goodwill & Other Intangible A_3
Goodwill & Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | |||
Goodwill | $ 136,006 | $ 186,980 | $ 191,541 |
Accumulated impairment losses | (15,417) | (15,417) | (15,417) |
Foreign currency translation | 1,789 | 1,793 | |
Purchase accounting adjustments | (1,327) | ||
Divestitures | (16,824) | (7,681) | |
Total | 120,589 | 171,563 | 176,124 |
Goodwill | 35,939 | ||
North America | |||
Goodwill [Roll Forward] | |||
Goodwill | 98,269 | 143,799 | 148,634 |
Accumulated impairment losses | (12,752) | (12,752) | (12,752) |
Foreign currency translation | 1,629 | 1,715 | |
Purchase accounting adjustments | (1,131) | ||
Divestitures | (11,220) | (7,681) | |
Total | 85,517 | 131,047 | 135,882 |
Goodwill | 35,939 | ||
EMEA | |||
Goodwill [Roll Forward] | |||
Goodwill | 27,862 | 31,181 | 31,283 |
Accumulated impairment losses | (1,328) | (1,328) | (1,328) |
Foreign currency translation | 204 | (33) | |
Purchase accounting adjustments | 69 | ||
Divestitures | (3,523) | 0 | |
Total | 26,534 | 29,853 | 29,955 |
Goodwill | 0 | ||
Emerging Markets | |||
Goodwill [Roll Forward] | |||
Goodwill | 9,875 | 12,000 | 11,624 |
Accumulated impairment losses | (1,337) | (1,337) | (1,337) |
Foreign currency translation | (44) | 111 | |
Purchase accounting adjustments | (265) | ||
Divestitures | (2,081) | 0 | |
Total | 8,538 | $ 10,663 | $ 10,287 |
Goodwill | $ 0 |
Goodwill & Other Intangible A_4
Goodwill & Other Intangible Assets (Details 1) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 12,551 | $ 26,263 |
Accumulated Amortization | (6,895) | (9,919) |
Net Carrying Amount | 5,656 | 16,344 |
Customer-related intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,447 | 22,348 |
Accumulated Amortization | (4,457) | (7,473) |
Net Carrying Amount | 4,990 | 14,875 |
Intellectual property and other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,104 | 3,915 |
Accumulated Amortization | (2,438) | (2,446) |
Net Carrying Amount | $ 666 | $ 1,469 |
Goodwill & Other Intangible A_5
Goodwill & Other Intangible Assets (Details 2) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2017 | $ 1,811 | |
2018 | 1,017 | |
2019 | 581 | |
2020 | 581 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 581 | |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 1,085 | |
Total | $ 5,656 | $ 16,344 |
Goodwill & Other Intangible A_6
Goodwill & Other Intangible Assets (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 3.5 | $ 5 | $ 4.6 |
Acquired finite-lived intangible assets, weighted average useful life | 5 years 2 months 12 days |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Machinery, equipment and vehicles | $ 14,999 | $ 17,170 |
Furniture and fixtures | 3,142 | 3,530 |
Leasehold improvements | 2,290 | 2,725 |
Buildings | 334 | 321 |
Property, Plant and Equipment, Gross, Total | 20,765 | 23,746 |
Accumulated depreciation and amortization | (16,115) | (17,943) |
Property, Plant and Equipment, Net, Total | $ 4,650 | $ 5,803 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 2.3 | $ 2.4 | $ 2.2 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Value of contributed shares | $ 3,037 | $ 2,978 | $ 2,960 |
Domestic Plan [Member] | GP Retirement Savings Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Discretionary contribution shares | 337,371 | 219,427 | 162,572 |
Value of contributed shares | $ 3,000 | $ 3,000 | $ 3,000 |
Foreign Plan [Member] | Defined Contribution Pension Schemes [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributed cash | $ 2,800 | $ 2,700 | $ 2,700 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 40,851 | $ 37,792 |
Accrued salaries, vacation and benefits | 26,158 | 22,322 |
Other accrued expenses | 24,563 | 28,517 |
Negative cash book balance | 0 | 3,701 |
Accounts Payable and Accrued Liabilities, Current, Total | $ 91,572 | $ 92,332 |
Debt (Details Textual)
Debt (Details Textual) | Oct. 01, 2020USD ($) | Jan. 01, 2020USD ($) | Nov. 30, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | May 07, 2020USD ($) |
Short-term Debt [Line Items] | |||||||
Long-term debt | $ 12,748,000 | $ 82,870,000 | |||||
Unamortized debt issuance costs | 1,100,000 | ||||||
Cash proceeds from termination of interest rate derivatives | 0 | 0 | $ 544,000 | ||||
Value of contributed shares | 3,037,000 | 2,978,000 | 2,960,000 | ||||
Contract costs | 600,000 | 600,000 | |||||
Pre-tax gain on sale of business | 6,064,000 | 12,126,000 | 0 | ||||
IC Axon [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Pre-tax gain on sale of business | $ 5 | ||||||
Alternative Fuels Division | |||||||
Short-term Debt [Line Items] | |||||||
Pre-tax gain on sale of business | $ 1,100,000 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | IC Axon [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Pre-tax gain on sale of business | 5,000,000 | ||||||
Direct selling costs | $ 300,000 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Alternative Fuels Division | |||||||
Short-term Debt [Line Items] | |||||||
Pre-tax gain on sale of business | 1,100,000 | ||||||
Direct selling costs | $ 1,300,000 | ||||||
GP Retirement Savings Plan [Member] | Domestic Plan [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Value of contributed shares | 3,000,000 | $ 3,000,000 | $ 3,000,000 | ||||
Revolving Credit Facility [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Available borrowing capacity | $ 79,900,000 | ||||||
Interest rate during period (percent) | 2.60% | 4.50% | |||||
Credit Agreement [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Spread on variable rate (percent) | 0.25% | ||||||
Credit Agreement [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Spread on variable rate (percent) | 1.25% | ||||||
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) | 1.25% | ||||||
Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Spread on variable rate (percent) | 2.25% | ||||||
Credit Agreement [Member] | Overnight Bank Funding Rate [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Maximum borrowing capacity | $ 200,000,000 | ||||||
Spread on variable rate (percent) | 0.50% | ||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Maximum borrowing capacity | $ 200,000,000 | $ 140,000,000 | |||||
Debt Instrument, Covenant, Leverage Ratio | 0.5 | ||||||
Debt Instrument, Covenant, Minimum Interest Expense Coverage | 9.1 | 3 | |||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | Fiscal Quarters Through March 31, 2021 | |||||||
Short-term Debt [Line Items] | |||||||
Debt Instrument, Covenant, Leverage Ratio | 3 | ||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | Minimum [Member] | Fiscal Quarters Through December 31, 2020 | |||||||
Short-term Debt [Line Items] | |||||||
Debt Instrument, Covenant, Leverage Ratio | 3 | ||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | Maximum [Member] | Fiscal Quarters Through December 31, 2020 | |||||||
Short-term Debt [Line Items] | |||||||
Debt Instrument, Covenant, Leverage Ratio | 3.75 | ||||||
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income before income taxes: | |||
Domestic | $ 427 | $ 12,814 | $ 5,577 |
Foreign | 8,183 | 9,555 | 9,186 |
Total income before income taxes | 8,610 | 22,369 | 14,763 |
Current: | |||
Federal | 492 | 2,634 | 388 |
State and local | 333 | 586 | 378 |
Foreign | 2,868 | 5,046 | 3,285 |
Total current | 3,693 | 8,266 | 4,051 |
Deferred: | |||
Federal | (1,500) | (338) | 813 |
State and local | (353) | (99) | 258 |
Foreign | (298) | (649) | (195) |
Total deferred | (2,151) | (1,086) | 876 |
Total income tax expense | $ 1,542 | $ 7,180 | $ 4,927 |
Effective Income Tax Rate Reconciliation, Percent | 17.90% | 32.10% | 33.40% |
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | $ 12,100 | ||
Deferred Tax Assets, Valuation Allowance | 5,081 | $ 4,025 | |
Deferred Tax Liability, CARES Act | $ 10,400 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax rate | 21.00% | 21.00% | 21.00% |
State and local taxes net of federal benefit | (4.40%) | 3.00% | 1.90% |
Sale of subsidiary | (23.00%) | 0.00% | 0.00% |
Valuation allowance | 20.00% | 6.30% | 0.40% |
Foreign tax credits | (10.00%) | (5.00%) | 0.00% |
Foreign tax rate differential | 5.00% | 4.10% | 1.80% |
Permanent differences | 4.90% | 3.50% | 2.70% |
Other | 3.70% | (1.00%) | 2.20% |
Global Intangible Low-taxed Income | 0.70% | 0.20% | 1.50% |
Tax Cuts and Jobs Act of 2017 | 0 | 0 | 0.019 |
Effective tax rate | 17.90% | 32.10% | 33.40% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Allowance for credit losses | $ 1,201 | $ 291 |
Accrued liabilities and other | 2,860 | 2,066 |
Stock-based compensation expense | 807 | 297 |
Net federal, state and foreign operating loss carryforwards | 3,147 | 2,825 |
Other | 305 | 0 |
Foreign tax credit carryforwards | 1,295 | 1,379 |
Deferred tax assets | 9,615 | 6,858 |
Valuation allowance on deferred tax assets | (5,081) | (4,025) |
Deferred tax liabilities: | ||
Other | 0 | 182 |
Intangible assets, property and equipment, principally due to difference in depreciation and amortization | 7,137 | 8,969 |
Net deferred tax liabilities | $ (2,603) | $ (6,318) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Examination [Line Items] | |||
Operating loss carryforwards | $ 12,100 | ||
Management placed valuation allowance | 5,081 | $ 4,025 | |
Income tax expense | $ 1,542 | $ 7,180 | $ 4,927 |
Effective Income Tax Rate Reconciliation, Percent | 17.90% | 32.10% | 33.40% |
Deferred Tax Liability, CARES Act | $ 10,400 | ||
Accrued Liabilities | |||
Income Tax Examination [Line Items] | |||
Deferred Tax Liability, CARES Act | 3,400 | ||
Accounts Payable | |||
Income Tax Examination [Line Items] | |||
Deferred Tax Liability, CARES Act | $ 7,000 |
Restructuring (Details)
Restructuring (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring reserve | $ 0 | $ 0 | $ 258,000 | ||
Restructuring charges | 1,387,000 | 1,639,000 | $ 2,930,000 | ||
Payments for Restructuring | (1,645,000) | ||||
Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring reserve | 0 | 0 | 28,000 | ||
Restructuring charges | 532,000 | ||||
Payments for Restructuring | (560,000) | ||||
Employee Severance [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring reserve | 0 | 0 | $ 230,000 | ||
Restructuring charges | $ 900,000 | 855,000 | |||
Payments for Restructuring | $ (1,085,000) | ||||
Other Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 500,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 4,940 | $ 2,617 | $ 1,350 |
Cost of revenue [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 4,020 | 1,995 | 992 |
Selling, General and Administrative Expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 920 | $ 622 | $ 358 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details 2) | 12 Months Ended |
Dec. 31, 2020$ / 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 | 92,101 |
Granted (in shares) | shares | 512,922 |
Vested (in shares) | shares | (59,710) |
Forfeited (in shares) | shares | (76,757) |
Outstanding and unvested, end of period (in shares) | shares | 468,556 |
Weighted average grant date fair value | |
Outstanding and unvested, beginning of period, Weighted average grant date fair value (in dollars per share) | $ / shares | $ 18.19 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | 6.82 |
Vested, Weighted average grant date fair value (in dollars per share) | $ / shares | 17.82 |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ / shares | 7.08 |
Outstanding and unvested, end of period, Weighted average grant date fair value (in dollars per share) | $ / shares | $ 7.62 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details 3) - Performance Shares [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of Units (in shares) | |
Outstanding and unvested, beginning of period | shares | 476,711 |
Granted | shares | 533,204 |
Vested | shares | (59,102) |
Forfeited | shares | (210,759) |
Outstanding and unvested, end of period | shares | 740,054 |
Weighted average grant date fair value | |
Outstanding and unvested, beginning of period (in dollars per share) | $ / shares | $ 18.67 |
Granted (in dollars per share) | $ / shares | 5.52 |
Vested (in dollars per share) | $ / shares | 7.08 |
Forfeited (in dollars per share) | $ / shares | 18.65 |
Outstanding and unvested, end of period (in dollars per share) | $ / shares | $ 10.13 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred income tax expense (benefit) | $ (2,151) | $ (1,086) | $ 876 |
Proceeds from issuance of common stock | 100 | ||
Intrinsic value of stock options exercised | 100 | ||
Income tax benefits | $ 1,542 | 7,180 | 4,927 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 512,922 | ||
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred income tax expense (benefit) | $ 900 | 400 | 300 |
Equity Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Income tax benefits | $ (100) | (100) | (300) |
2011 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 3,105,764 | ||
Shares reserved for future issuance | 941,749 | ||
Number of outstanding awards | 1,208,610 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 2,300 | ||
Weighted average remaining service period of nonvested awards | 2 years 9 months 18 days | ||
Vesting term | 5 years | ||
Total intrinsic value of vested RSU's | $ 400 | $ 2,300 | $ 1,300 |
Performance-based Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 2,200 | ||
Weighted average remaining service period of nonvested awards | 2 years 2 months 12 days |
Common Stock (Details Textual)
Common Stock (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2009 | |
Common Stock [Line Items] | ||||
Common stock, shares outstanding | 17,273,272 | |||
Repurchases of common stock in the open market | $ 1,833,000 | $ 7,993,000 | ||
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 | 1,900,000 | |||
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 | 21.10% | |||
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) | 255,000 | 0 | 354,000 | |
Repurchases of common stock in the open market | $ 1,800,000 | $ 0 | $ 8,000,000 | |
2011 Plan [Member] | ||||
Common Stock [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,208,610 | |||
Shares reserved for future issuance | 941,749 |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 8,312 | $ 9,148 |
Short-term lease cost | 1,012 | 1,695 |
Total lease costs | $ 9,324 | $ 10,843 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 20,862 | $ 27,251 |
Current portion of operating lease liabilities | 5,523 | 7,871 |
Long-term portion of operating lease liabilities | 16,260 | 22,159 |
Total operating lease liabilities | 21,783 | 30,030 |
Cash paid for amounts included in the measurement of operating lease liabilities | 11,188,000 | 10,137,000 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 4,523,000 | $ 4,353,000 |
Weighted-average remaining lease term for operating leases (years) | 5 years 7 months 6 days | 5 years 6 months |
Weighted-average discount rate for operating leases | 3.80% | 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, 2020 | Dec. 31, 2019 |
Operating Lease Liabilities, Payments Due [Abstract] | ||
2020 | $ 5,957 | |
2021 | 4,796 | |
2022 | 3,774 | |
2023 | 3,333 | |
2024 | 2,903 | |
Thereafter | 3,616 | |
Total future lease payments | 24,379 | |
Less: imputed interest | (2,596) | |
Total operating lease liabilities | 21,783 | $ 30,030 |
Less: current portion of lease liabilities | (5,523) | (7,871) |
Long-term portion of operating lease liabilities | $ 16,260 | $ 22,159 |
Leases (Details)
Leases (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Leases [Abstract] | |
Rent expense | $ 10.9 |
Business Segments (Details Text
Business Segments (Details Textual) | 12 Months Ended |
Dec. 31, 2020segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 3 |
Number of Operating Segments | 3 |
Business Segments (Details)
Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 115,594 | $ 106,144 | $ 128,281 | $ 155,399 | $ 139,005 | $ 149,413 | $ 139,473 | $ 473,107 | $ 583,290 | $ 515,160 | |
Total gross profit | $ 23,086 | $ 20,665 | $ 15,897 | $ 17,614 | $ 23,309 | $ 21,667 | $ 22,959 | $ 21,278 | 77,262 | 89,213 | 77,743 |
General and Administrative Expense | 62,694 | 64,492 | 54,848 | ||||||||
Sales and marketing expenses | 7,190 | 7,875 | 4,798 | ||||||||
Restructuring charges | 1,387 | 1,639 | 2,930 | ||||||||
Gain (loss) on change in fair value of contingent consideration, net | 0 | (677) | (4,438) | ||||||||
Gain on sale of business | 6,064 | 12,126 | 0 | ||||||||
Operating income | 12,055 | 28,010 | 19,605 | ||||||||
Interest expense | (2,934) | (6,058) | (2,945) | ||||||||
Other income (expense) | (511) | 417 | (1,897) | ||||||||
Income before income tax expense | 8,610 | 22,369 | 14,763 | ||||||||
North America | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 317,735 | 395,603 | 366,481 | ||||||||
Total gross profit | 59,258 | 64,343 | 56,434 | ||||||||
EMEA | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 107,203 | 125,118 | 116,296 | ||||||||
Total gross profit | 11,532 | 14,916 | 15,246 | ||||||||
Emerging Markets | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 48,169 | 62,569 | 32,383 | ||||||||
Total gross profit | $ 6,472 | $ 9,954 | $ 6,063 |
Business Segments (Details 1)
Business Segments (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 123,088,000 | $ 473,107,000 | $ 583,290,000 | $ 515,160,000 |
Additions to property, plant and equipment | 1,630,000 | 2,315,000 | 2,834,000 | |
Depreciation and amortization | 7,879,000 | 9,482,000 | 7,921,000 | |
Identifiable assets: | ||||
Total assets | 381,776,000 | 381,776,000 | 448,902,000 | |
Automotive Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 117,796,000 | 165,129,000 | 116,077,000 | |
Financial and Insurance Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 77,889,000 | 93,149,000 | 100,116,000 | |
Defense & Aerospace Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 77,927,000 | 78,682,000 | 61,723,000 | |
Technology Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 34,122,000 | 37,609,000 | 39,521,000 | |
Other Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 165,373,000 | 208,721,000 | 197,723,000 | |
Organizational Performance Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 185,443,000 | 225,363,000 | 208,689,000 | |
Technical Performance Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 183,844,000 | 215,029,000 | 207,561,000 | |
Automotive Performance Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 103,820,000 | 142,898,000 | 98,910,000 | |
Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | 1,377,000 | 1,402,000 | 732,000 | |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 303,384,000 | 374,017,000 | 344,720,000 | |
Identifiable assets: | ||||
Total assets | 230,693,000 | 230,693,000 | 255,649,000 | |
United Kingdom | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 74,291,000 | 86,511,000 | 92,059,000 | |
Identifiable assets: | ||||
Total assets | 72,562,000 | 72,562,000 | 72,939,000 | |
Canada | ||||
Identifiable assets: | ||||
Total assets | 3,656,000 | 3,656,000 | 43,503,000 | |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 95,432,000 | 122,762,000 | 78,381,000 | |
Identifiable assets: | ||||
Total assets | 74,865,000 | 74,865,000 | 76,811,000 | |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 317,735,000 | 395,603,000 | 366,481,000 | |
Depreciation and amortization | 7,879,000 | 9,482,000 | 7,921,000 | |
Identifiable assets: | ||||
Total assets | 231,708,000 | 231,708,000 | 308,941,000 | |
North America | Automotive Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 86,686,000 | 116,260,000 | 105,780,000 | |
North America | Financial and Insurance Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 37,428,000 | 37,610,000 | 46,861,000 | |
North America | Defense & Aerospace Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 72,908,000 | 69,903,000 | 53,789,000 | |
North America | Technology Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 29,901,000 | 33,284,000 | 34,881,000 | |
North America | Other Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 90,812,000 | 138,546,000 | 125,170,000 | |
North America | Organizational Performance Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 121,955,000 | 141,134,000 | 129,107,000 | |
North America | Technical Performance Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 120,904,000 | 152,513,000 | 143,562,000 | |
North America | Automotive Performance Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 74,876,000 | 101,956,000 | 93,812,000 | |
North America | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Additions to property, plant and equipment | 795,000 | 1,048,000 | 2,003,000 | |
Depreciation and amortization | 4,350,000 | 5,202,000 | 4,955,000 | |
EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 107,203,000 | 125,118,000 | 116,296,000 | |
Identifiable assets: | ||||
Total assets | 110,468,000 | 110,468,000 | 101,892,000 | |
EMEA | Automotive Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 7,495,000 | 15,757,000 | 2,627,000 | |
EMEA | Financial and Insurance Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 25,822,000 | 34,104,000 | 35,452,000 | |
EMEA | Defense & Aerospace Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 5,019,000 | 8,779,000 | 7,918,000 | |
EMEA | Technology Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,887,000 | 3,953,000 | 4,476,000 | |
EMEA | Other Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 65,980,000 | 62,525,000 | 65,823,000 | |
EMEA | Organizational Performance Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 39,924,000 | 51,976,000 | 52,730,000 | |
EMEA | Technical Performance Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 62,283,000 | 61,302,000 | 62,199,000 | |
EMEA | Automotive Performance Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 4,996,000 | 11,840,000 | 1,367,000 | |
EMEA | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Additions to property, plant and equipment | 492,000 | 937,000 | 694,000 | |
Depreciation and amortization | 1,376,000 | 1,788,000 | 1,997,000 | |
Emerging Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 48,169,000 | 62,569,000 | 32,383,000 | |
Identifiable assets: | ||||
Total assets | $ 39,600,000 | 39,600,000 | 38,069,000 | |
Emerging Markets | Automotive Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 23,615,000 | 33,112,000 | 7,670,000 | |
Emerging Markets | Financial and Insurance Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 14,639,000 | 21,435,000 | 17,803,000 | |
Emerging Markets | Defense & Aerospace Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 16,000 | |
Emerging Markets | Technology Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,334,000 | 372,000 | 164,000 | |
Emerging Markets | Other Market Sector | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 8,581,000 | 7,650,000 | 6,730,000 | |
Emerging Markets | Organizational Performance Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 23,564,000 | 32,253,000 | 26,852,000 | |
Emerging Markets | Technical Performance Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 657,000 | 1,214,000 | 1,800,000 | |
Emerging Markets | Automotive Performance Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 23,948,000 | 29,102,000 | 3,731,000 | |
Emerging Markets | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Additions to property, plant and equipment | 343,000 | 330,000 | 137,000 | |
Depreciation and amortization | $ 776,000 | $ 1,090,000 | $ 237,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Payable and Accrued Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 0 | $ 0 |
Other Noncurrent Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 0 | $ 0 |
Commitments, Guarantees, and _2
Commitments, Guarantees, and Contingencies (Details Textual) $ in Millions | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Letters of credit outstanding | $ 0.4 |
Other commitment | $ 6.6 |
Quarterly Information (unaudi_3
Quarterly Information (unaudited) (Details) - USD ($) | Oct. 01, 2020 | Jan. 01, 2020 | Oct. 01, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Gross profit | $ 23,086,000 | $ 20,665,000 | $ 15,897,000 | $ 17,614,000 | $ 23,309,000 | $ 21,667,000 | $ 22,959,000 | $ 21,278,000 | $ 77,262,000 | $ 89,213,000 | $ 77,743,000 | |||
Net income | $ 8,447,000 | $ 521,000 | $ (606,000) | $ (1,294,000) | $ 9,495,000 | $ 2,141,000 | $ 3,219,000 | $ 334,000 | $ 7,068,000 | $ 15,189,000 | $ 9,836,000 | |||
Earnings per share: | ||||||||||||||
Basic earnings per share (in dollars per share) | $ 0.49 | $ 0.03 | $ (0.04) | $ (0.08) | $ 0.56 | $ 0.13 | $ 0.19 | $ 0.02 | $ 0.41 | $ 0.90 | $ 0.59 | |||
Diluted (in dollars per share) | $ 0.47 | $ 0.03 | $ (0.04) | $ (0.08) | $ 0.56 | $ 0.13 | $ 0.19 | $ 0.02 | $ 0.41 | $ 0.90 | $ 0.59 | |||
Revenue from External Customer [Line Items] | ||||||||||||||
Revenue | $ 115,594,000 | $ 106,144,000 | $ 128,281,000 | $ 155,399,000 | $ 139,005,000 | $ 149,413,000 | $ 139,473,000 | $ 473,107,000 | $ 583,290,000 | $ 515,160,000 | ||||
Revenue | $ 123,088,000 | 473,107,000 | 583,290,000 | 515,160,000 | ||||||||||
Gain on sale of business | $ 6,064,000 | $ 12,126,000 | $ 0 | |||||||||||
Tuition Program Management Business | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Gain on sale of business | $ 12,100,000 | |||||||||||||
Alternative Fuels Division | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Gain on sale of business | $ 1,100,000 | |||||||||||||
IC Axon [Member] | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Gain on sale of business | $ 5 |
Uncategorized Items - gpx-20201
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201409Member |