Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 29, 2014 | Apr. 24, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'CRA INTERNATIONAL, INC. | ' |
Entity Central Index Key | '0001053706 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 29-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--01-03 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 10,030,617 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Condensed_Consolidated_Income_
Condensed Consolidated Income Statements (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Condensed Consolidated Income Statements | ' | ' |
Revenues | $76,245 | $63,130 |
Costs of services | 51,866 | 42,015 |
Gross profit | 24,379 | 21,115 |
Selling, general and administrative expenses | 17,160 | 15,800 |
Depreciation and amortization | 1,590 | 1,541 |
Income from operations | 5,629 | 3,774 |
Interest income | 39 | 61 |
Interest expense | -164 | -67 |
Other expense, net | -120 | -391 |
Income before provision for income taxes | 5,384 | 3,377 |
Provision for income taxes | -2,076 | -542 |
Net income | 3,308 | 2,835 |
Net loss attributable to noncontrolling interest, net of tax | 102 | 134 |
Net income attributable to CRA International, Inc. | $3,410 | $2,969 |
Net income per share attributable to CRA International, Inc.: | ' | ' |
Basic (in dollars per share) | $0.34 | $0.30 |
Diluted (in dollars per share) | $0.34 | $0.29 |
Weighted average number of shares outstanding: | ' | ' |
Basic (in shares) | 10,029 | 9,994 |
Diluted (in shares) | 10,108 | 10,084 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Condensed Consolidated Statements of Comprehensive Income | ' | ' |
Net income | $3,308 | $2,835 |
Other comprehensive income (loss): | ' | ' |
Foreign currency translation adjustments | 163 | -1,457 |
Comprehensive income | 3,471 | 1,378 |
Less: comprehensive loss attributable to noncontrolling interest | 102 | 134 |
Comprehensive income attributable to CRA International, Inc. | $3,573 | $1,512 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $32,492 | $51,251 |
Accounts receivable, net of allowances of $6,623 at March 29, 2014 and $7,210 at December 28, 2013 | 56,152 | 57,856 |
Unbilled services | 29,817 | 24,275 |
Prepaid expenses and other current assets | 9,678 | 11,775 |
Deferred income taxes | 17,740 | 17,806 |
Total current assets | 145,879 | 162,963 |
Property and equipment, net | 14,930 | 15,655 |
Goodwill | 83,596 | 81,573 |
Intangible assets, net of accumulated amortization of $8,788 at March 29, 2014 and $8,392 at December 28, 2013 | 5,547 | 4,537 |
Deferred income taxes, net of current portion | 956 | 955 |
Other assets | 55,830 | 54,621 |
Total assets | 306,738 | 320,304 |
Current liabilities: | ' | ' |
Accounts payable | 11,616 | 13,766 |
Accrued expenses | 51,032 | 65,657 |
Deferred revenue and other liabilities | 6,065 | 6,098 |
Deferred income taxes | 89 | 0 |
Current portion of deferred rent | 2,424 | 2,322 |
Current portion of deferred compensation | 131 | 117 |
Total current liabilities | 71,357 | 87,960 |
Notes payable, net of current portion | 991 | 1,007 |
Deferred rent and facility-related non-current liabilities | 2,888 | 3,669 |
Deferred compensation and other non-current liabilities | 2,225 | 1,446 |
Deferred income taxes, net of current portion | 1,744 | 1,585 |
Commitments and contingencies | ' | ' |
Shareholders' equity: | ' | ' |
Preferred stock, no par value; 1,000,000 shares authorized; none issued and outstanding | ' | ' |
Common stock, no par value; 25,000,000 shares authorized; 9,987,365 shares and 10,048,611 shares issued and outstanding at March 29, 2014 and December 28, 2013, respectively | 92,663 | 93,242 |
Retained earnings | 137,390 | 133,980 |
Accumulated other comprehensive loss | -3,261 | -3,424 |
Total CRA International, Inc. shareholders' equity | 226,792 | 223,798 |
Noncontrolling interest | 741 | 839 |
Total shareholders' equity | 227,533 | 224,637 |
Total liabilities and shareholders' equity | $306,738 | $320,304 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Condensed Consolidated Balance Sheets | ' | ' |
Accounts receivable, allowances (in dollars) | $6,623 | $7,210 |
Intangible assets, accumulated amortization (in dollars) | $8,788 | $8,392 |
Preferred stock, par value (in dollars per share) | ' | ' |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value ( in dollars per share ) | ' | ' |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 9,987,365 | 10,048,611 |
Common stock, shares outstanding | 9,987,365 | 10,048,611 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Operating activities: | ' | ' |
Net income | $3,308 | $2,835 |
Adjustments to reconcile net income to net cash used in operating activities, net of effect of acquired businesses: | ' | ' |
Depreciation and amortization | 1,597 | 1,511 |
Deferred rent | -687 | -526 |
Deferred income taxes | 47 | 53 |
Share-based compensation expenses | 1,327 | 480 |
Excess tax benefits from share-based compensation | 0 | -5 |
Accounts receivable allowances | -722 | 1,743 |
Changes in operating assets and liabilities, exclusive of acquisitions: | ' | ' |
Accounts receivable | 2,910 | 8,358 |
Unbilled services | -5,003 | -3,943 |
Prepaid expenses and other current assets, and other assets | 123 | -6,566 |
Accounts payable, accrued expenses, and other liabilities | -17,357 | -11,842 |
Net cash used in operating activities | -14,457 | -7,902 |
Investing activities: | ' | ' |
Consideration relating to acquisitions, net | -1,504 | -15,731 |
Purchase of property and equipment | -447 | -1,174 |
Net cash used in investing activities | -1,951 | -16,905 |
Financing activities: | ' | ' |
Issuance of common stock, principally stock option exercises | 0 | 119 |
Payments on notes payable | -16 | 0 |
Tax withholding payment reimbursed by restricted shares | -143 | -194 |
Excess tax benefits from share-based compensation | 0 | 5 |
Repurchase of common stock | -2,124 | 0 |
Net cash used in financing activities | -2,283 | -70 |
Effect of foreign exchange rates on cash and cash equivalents | -68 | 16 |
Net decrease in cash and cash equivalents | -18,759 | -24,861 |
Cash and cash equivalents at beginning of period | 51,251 | 55,451 |
Cash and cash equivalents at end of period | 32,492 | 30,590 |
Noncash investing and financing activities: | ' | ' |
Issuance of common stock for acquired business | 427 | 0 |
Supplemental cash flow information: | ' | ' |
Cash paid for income taxes | 3,525 | 1,080 |
Cash paid for interest | $96 | $55 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Shareholders' Equity (USD $) | Total | CRA International, Inc. Shareholders' Equity | Common Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interest |
In Thousands, except Share data, unless otherwise specified | ||||||
BALANCE at Dec. 28, 2013 | $224,637 | $223,798 | $93,242 | $133,980 | ($3,424) | $839 |
BALANCE (in shares) at Dec. 28, 2013 | 10,048,611 | ' | 10,048,611 | ' | ' | ' |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' |
Net income | 3,308 | 3,410 | ' | 3,410 | ' | -102 |
Foreign currency translation adjustment | 163 | 163 | ' | ' | 163 | ' |
Issuance of common stock in connection with business acquisition | 427 | 427 | 427 | ' | ' | ' |
Issuance of common stock in connection with business acquisition (in shares) | ' | ' | 22,520 | ' | ' | ' |
Share-based compensation expense for employees | 1,282 | 1,282 | 1,282 | ' | ' | ' |
Restricted share vesting (in shares) | ' | ' | 18,207 | ' | ' | ' |
Redemption of vested employee restricted shares for tax withholding | -143 | -143 | -143 | ' | ' | ' |
Redemption of vested employee restricted shares for tax withholding (in shares) | ' | ' | -6,373 | ' | ' | ' |
Tax deficit on stock options and restricted shares vesting | -66 | -66 | -66 | ' | ' | ' |
Shares repurchased | -2,124 | -2,124 | -2,124 | ' | ' | ' |
Shares repurchased (in shares) | -95,600 | ' | -95,600 | ' | ' | ' |
Share-based compensation expense for non-employees | 45 | 45 | 45 | ' | ' | ' |
Equity transactions of noncontrolling interest | 4 | ' | ' | ' | ' | 4 |
BALANCE at Mar. 29, 2014 | $227,533 | $226,792 | $92,663 | $137,390 | ($3,261) | $741 |
BALANCE (in shares) at Mar. 29, 2014 | 9,987,365 | ' | 9,987,365 | ' | ' | ' |
Description_of_Business
Description of Business | 3 Months Ended |
Mar. 29, 2014 | |
Description of Business | ' |
Description of Business | ' |
1. Description of Business | |
CRA International, Inc. ("CRA") is a worldwide leading consulting services firm that applies advanced analytic techniques and in-depth industry knowledge to complex engagements for a broad range of clients. CRA offers its services in two broad areas: litigation, regulatory and financial consulting and management consulting. CRA operates in one business segment, which is consulting services. CRA operates its business under its registered trade name, Charles River Associates. | |
Unaudited_Interim_Condensed_Co
Unaudited Interim Condensed Consolidated Financial Statements and Estimates | 3 Months Ended |
Mar. 29, 2014 | |
Unaudited Interim Condensed Consolidated Financial Statements and Estimates | ' |
Unaudited Interim Condensed Consolidated Financial Statements and Estimates | ' |
2. Unaudited Interim Condensed Consolidated Financial Statements and Estimates | |
The following financial statements included in this report are unaudited: the condensed consolidated income statements for the fiscal quarters ended March 29, 2014 and March 30, 2013, the condensed consolidated statements of comprehensive income for the fiscal quarters ended March 29, 2014 and March 30, 2013, the condensed consolidated balance sheet as of March 29, 2014, the condensed consolidated statements of cash flows for the fiscal quarters ended March 29, 2014 and March 30, 2013, and the condensed consolidated statement of shareholders' equity for the fiscal quarter ended March 29, 2014. In the opinion of management, these statements include all adjustments necessary for a fair presentation of CRA's consolidated financial position, results of operations, and cash flows. The condensed consolidated balance sheet as of December 28, 2013 included in this report was derived from audited consolidated financial statements included in CRA's Annual Report on Form 10-K that was filed on March 13, 2014. | |
The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. ("U.S. GAAP") requires management to make significant estimates and judgments 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. Estimates in these consolidated financial statements include, but are not limited to, accounts receivable allowances, revenue recognition on fixed price contracts, depreciation of property and equipment, share-based compensation, valuation of acquired intangible assets, impairment of long-lived assets, goodwill, accrued and deferred income taxes, valuation allowances on deferred tax assets, accrued compensation, accrued exit costs, and other accrued expenses. These items are monitored and analyzed by CRA for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. CRA bases its estimates on historical experience and various other assumptions that CRA believes to be reasonable under the circumstances. Actual results may differ from those estimates if CRA's assumptions based on past experience or other assumptions do not turn out to be substantially accurate. | |
Principles_of_Consolidation
Principles of Consolidation | 3 Months Ended |
Mar. 29, 2014 | |
Principles of Consolidation | ' |
Principles of Consolidation | ' |
3. Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of CRA and its wholly owned subsidiaries. In addition, the condensed consolidated financial statements include CRA's interest in NeuCo, Inc. ("NeuCo"). All significant intercompany accounts have been eliminated. | |
CRA's ownership interest in NeuCo constitutes control under U.S. GAAP for all periods presented. Therefore, NeuCo's financial results have been consolidated with CRA, and the portion of NeuCo's results allocable to its other owners is shown as "noncontrolling interest." | |
NeuCo's interim reporting schedule is based on calendar month-ends, but its fiscal year end is the last Saturday of November. CRA's quarterly results could include a few days reporting lag between CRA's quarter end and the most recent financial statements available from NeuCo. CRA does not believe that the reporting lag will have a significant impact on CRA's consolidated income statements or financial condition. | |
Recent_Accounting_Standards
Recent Accounting Standards | 3 Months Ended |
Mar. 29, 2014 | |
Recent Accounting Standards | ' |
Recent Accounting Standards | ' |
4. Recent Accounting Standards | |
Presentation of Unrecognized Tax Benefits | |
In July 2013, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11") to clarify the presentation of current and deferred income taxes on the balance sheet. Under ASU 2013-11, companies generally must present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, for an NOL carryforward, similar tax loss, or tax credit carryforward using the "net presentation" approach as a reduction of a deferred tax asset, with some allowed exceptions. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. CRA's adoption of ASU 2013-11 in the first quarter of fiscal 2014 had no impact on its financial position, results of operations, cash flows, or disclosures. | |
Cumulative Translation Adjustment | |
In March 2013, the FASB issued ASU No. 2013-05, Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity ("ASU 2013-05"). ASU 2013-05 addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. ASU 2013-05 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and should be applied prospectively. CRA's adoption of ASU 2013-05 in the first quarter of fiscal 2014 had no impact on its financial position, results of operations, cash flows, or disclosures. | |
Cash_Equivalents
Cash Equivalents | 3 Months Ended |
Mar. 29, 2014 | |
Cash Equivalents | ' |
Cash Equivalents | ' |
5. Cash Equivalents | |
Cash equivalents consist principally of money market funds with maturities of three months or less when purchased. As of March 29, 2014, a substantial portion of CRA's cash accounts was concentrated at a single financial institution, which potentially exposes CRA to credit risks. The financial institution has a short-term credit rating of A-2 by Standard & Poor's ratings services. CRA has not experienced any losses related to such accounts. CRA does not believe that there is significant risk of non-performance by the financial institution, and the cash on deposit is fully liquid. CRA continually monitors the credit ratings of this institution. | |
The carrying amounts of these instruments classified as cash equivalents are stated at amortized cost, which approximates fair value because of their short-term maturity. | |
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets, and Other Assets | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Prepaid Expenses and Other Current Assets, and Other Assets | ' | |||||||
Prepaid Expenses and Other Current Assets, and Other Assets | ' | |||||||
6. Prepaid Expenses and Other Current Assets, and Other Assets | ||||||||
Prepaid expenses and other current assets consist of the following (in thousands): | ||||||||
March 29, | December 28, | |||||||
2014 | 2013 | |||||||
Term loans to employees | $ | 1,764 | $ | 1,764 | ||||
Other | 7,914 | 10,001 | ||||||
| | | | | | | | |
Total | $ | 9,678 | $ | 11,775 | ||||
| | | | | | | | |
| | | | | | | | |
Other assets consist of the following (in thousands): | ||||||||
March 29, | December 28, | |||||||
2014 | 2013 | |||||||
Forgivable loans to employees and non-employee experts | $ | 52,613 | $ | 51,083 | ||||
Other | 3,217 | 3,538 | ||||||
| | | | | | | | |
Total | $ | 55,830 | $ | 54,621 | ||||
| | | | | | | | |
| | | | | | | | |
In order to attract and retain highly skilled professionals, CRA may issue forgivable loans or term loans to employees and non-employee experts which are classified in "prepaid expenses and other current assets" and "other assets" within the accompanying balance sheets as of March 29, 2014 and December 28, 2013. A portion of the term loans are collateralized. The forgivable loans have terms that are generally between three and eight years. The principal amount of forgivable loans and accrued interest is forgiven by CRA over the term of the loans, so long as the employee or non-employee expert continues employment or affiliation with CRA and complies with certain contractual requirements. The expense associated with the forgiveness of the principal amount of the loans is recorded as compensation expense over the service period, which is consistent with the term of the loans. During the first quarter of fiscal 2014, CRA issued approximately $5.0 million in forgivable loans to employees and non-employee experts for future service. As of March 29, 2014, CRA had obligations to issue approximately $4.3 million in forgivable loans to employees, future employees, and non-employee experts for future service, which are included in the $52.6 million of such loans reported as of March 29, 2014 in the table above. CRA expects that the $4.3 million in loans will be issued, and the corresponding payments will be made, before the end of the third quarter of fiscal 2014. | ||||||||
Business_Acquisition
Business Acquisition | 3 Months Ended |
Mar. 29, 2014 | |
Business Acquisition | ' |
Business Acquisition | ' |
7. Business Acquisition | |
On January 31, 2013, CRA announced that an approximate 40-person litigation consulting team joined CRA, effective February 1, 2013. Under an agreement to hire the team, CRA accelerated the previously announced start dates of certain key personnel from May 2013. Under the terms of the transaction, CRA acquired certain intangible assets, accounts receivable, and certain client projects currently underway. The fair values of the assets acquired and the liabilities assumed as part of the acquisition were finalized in the first quarter of fiscal 2014. The acquisition was not material. The acquisition has been accounted for under the purchase method of accounting, and the results of operations have been included in the accompanying income statements from the date of acquisition. | |
Goodwill
Goodwill | 3 Months Ended | ||||||||||
Mar. 29, 2014 | |||||||||||
Goodwill | ' | ||||||||||
Goodwill | ' | ||||||||||
8. Goodwill | |||||||||||
In accordance with Accounting Standards Codification ("ASC") Topic 350, "Intangibles—Goodwill and Other," goodwill is not subject to amortization, but is monitored at least annually for impairment, or more frequently, as necessary, if events or circumstances exist that would more likely than not reduce the fair value of the reporting unit below its carrying amount. For CRA's goodwill impairment analysis, CRA operates under one reporting unit. Under ASC Topic 350, in performing the first step of the goodwill impairment testing and measurement process, CRA compares its entity-wide estimated fair value to its net book value to identify potential impairment. Management estimates the entity-wide fair value utilizing CRA's market capitalization, plus an appropriate control premium. Market capitalization is determined by multiplying the shares outstanding on the test date by the market price of CRA's common stock on that date. CRA has utilized a control premium that considers appropriate industry, market and other pertinent factors, including indications of such premiums from data on recent acquisition transactions. If the fair value of CRA is less than its net book value, the second step is performed to determine if goodwill is impaired. If CRA determines through the impairment evaluation process that goodwill has been impaired, an impairment charge would be recorded in its consolidated income statements. | |||||||||||
There were no impairment losses related to goodwill during each of the fiscal quarters ended March 29, 2014 and March 30, 2013, respectively, as there were no events or circumstances that would more likely than not reduce CRA's fair value below its carrying amount. | |||||||||||
CRA continues to monitor its market capitalization. If CRA's market capitalization, plus an estimated control premium, is below its net book value for a period considered to be other-than-temporary, it is possible that CRA may be required to record an impairment of goodwill either as a result of the annual assessment that CRA conducts in the fourth quarter of each fiscal year, or in a future quarter if events or circumstances exist that would more likely than not reduce CRA's fair value below its carrying amount. A non-cash goodwill impairment charge would have the effect of decreasing CRA's earnings in such period. | |||||||||||
The changes in the carrying amount of goodwill during the fiscal quarter ended March 29, 2014, are as follows (in thousands): | |||||||||||
Goodwill, | Accumulated | Goodwill, net | |||||||||
gross | impairment | ||||||||||
losses | |||||||||||
Balance at December 28, 2013 | $ | 153,466 | $ | (71,893 | ) | $ | 81,573 | ||||
Goodwill adjustments related to acquisitions | 1,886 | — | 1,886 | ||||||||
Effect of foreign currency translation | 137 | — | 137 | ||||||||
| | | | | | | | | | | |
Balance at March 29, 2014 | $ | 155,489 | $ | (71,893 | ) | $ | 83,596 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The changes in the carrying amount of goodwill during the fiscal quarter ended March 30, 2013, are as follows (in thousands): | |||||||||||
Goodwill, | Accumulated | Goodwill, net | |||||||||
gross | impairment | ||||||||||
losses | |||||||||||
Balance at December 31, 2012 | $ | 142,658 | $ | (71,893 | ) | $ | 70,765 | ||||
Goodwill adjustments related to acquisition | 5,565 | — | 5,565 | ||||||||
Effect of foreign currency translation | (823 | ) | — | (823 | ) | ||||||
| | | | | | | | | | | |
Balance at March 30, 2013 | $ | 147,400 | $ | (71,893 | ) | $ | 75,507 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Accrued_Expenses
Accrued Expenses | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Accrued Expenses | ' | |||||||
Accrued Expenses | ' | |||||||
9. Accrued Expenses | ||||||||
Accrued expenses consist of the following (in thousands): | ||||||||
March 29, | December 28, | |||||||
2014 | 2013 | |||||||
Compensation and related expenses | $ | 39,747 | $ | 51,960 | ||||
Forgivable loans to employees | 4,250 | 4,966 | ||||||
Income taxes payable | 2,292 | 3,503 | ||||||
Other | 4,743 | 5,228 | ||||||
| | | | | | | | |
Total | $ | 51,032 | $ | 65,657 | ||||
| | | | | | | | |
| | | | | | | | |
As of March 29, 2014 and December 28, 2013, approximately $20.8 million and $40.0 million of accrued bonuses were included above in "Compensation and related expenses". | ||||||||
Credit_Agreement
Credit Agreement | 3 Months Ended |
Mar. 29, 2014 | |
Credit Agreement | ' |
Credit Agreement | ' |
10. Credit Agreement | |
As of March 29, 2014, CRA is party to a credit agreement that provides CRA with a $125.0 million revolving credit facility and a $15 million sublimit for the issuance of letters of credit. CRA may use the proceeds of the revolving credit loans for working capital and other general corporate purposes. CRA may repay any borrowings under the revolving credit facility at any time, but no later than April 24, 2018. There was no amount outstanding under this revolving line of credit as of March 29, 2014. | |
As of March 29, 2014, the amount available under this revolving line of credit was reduced by certain letters of credit outstanding, which amounted to $1.4 million. Borrowings under the revolving credit facility bear interest at a rate per annum of either (i) the adjusted base rate, as defined in the credit agreement, plus an applicable margin, which varies between 0.50% and 1.50% depending on CRA's total leverage ratio as determined under the credit agreement, or (ii) the adjusted eurocurrency rate, as defined in the credit agreement, plus an applicable margin, which varies between 1.50% and 2.50% depending on CRA's total leverage ratio. CRA is required to pay a fee on the unused portion of the revolving credit facility at a rate per annum that varies between 0.25% and 0.375% depending on its total leverage ratio. Borrowings under the credit facility are secured by 100% of the stock of certain of CRA's U.S. subsidiaries and 65% of the stock of certain of its foreign subsidiaries, which represent approximately $6.8 million in net assets as of March 29, 2014. | |
Under the credit agreement, CRA must comply with various financial and non-financial covenants. Compliance with these financial covenants is tested on a fiscal quarterly basis. Any indebtedness outstanding under the credit facility may become immediately due and payable upon the occurrence of stated events of default, including CRA's failure to pay principal, interest or fees or a violation of any financial covenant. The financial covenants require CRA to maintain a consolidated interest expense to adjusted consolidated EBITDA ratio of more than 2.5 to 1.0 and to comply with a consolidated debt to adjusted consolidated EBITDA ratio of not more than 3.0 to 1.0. The non-financial covenant restrictions of the senior credit agreement include, but are not limited to, CRA's ability to incur additional indebtedness, engage in acquisitions or dispositions, and enter into business combinations. | |
Revenue_Recognition
Revenue Recognition | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Revenue Recognition | ' | |||||||
Revenue Recognition | ' | |||||||
11. Revenue Recognition | ||||||||
CRA derives substantially all of its revenues from the performance of professional services. The contracts that CRA enters into and operates under specify whether the engagement will be billed on a time-and-materials or a fixed-price basis. Most of CRA's revenue is derived from time-and-materials service contracts. Revenues from time-and-materials service contracts are recognized as services are provided based upon hours worked and contractually agreed-upon hourly rates, as well as indirect fees based upon hours worked. Revenues from a majority of CRA's fixed-price engagements are recognized on a proportional performance method based on the ratio of costs incurred, substantially all of which are labor-related, to the total estimated project costs. In general, project costs are classified in costs of services and are based on the direct salary of the consultants on the engagement plus all direct expenses incurred to complete the engagement, including any amounts billed to CRA by its non-employee experts. | ||||||||
Revenues also include reimbursable expenses, which include travel and other out-of-pocket expenses, outside consultants, and other reimbursable expenses. Reimbursable expenses are as follows (in thousands): | ||||||||
Quarter Ended | ||||||||
March 29, | March 30, | |||||||
2014 | 2013 | |||||||
Reimbursable expenses | $ | 9,028 | $ | 7,658 | ||||
CRA's revenues include projects secured by our non-employee experts as well as projects secured by our employees. CRA collects goods and services and value added taxes from customers and records these amounts on a net basis, which is within the scope of ASC Topic 605-45, "Principal Agent Considerations." | ||||||||
Net_Income_per_Share
Net Income per Share | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Net Income per Share | ' | |||||||
Net Income per Share | ' | |||||||
12. Net Income per Share | ||||||||
Basic net income per share represents net income divided by the weighted average shares of common stock outstanding during the period. Diluted net income per share represents net income divided by the weighted average shares of common stock and common stock equivalents, if applicable, outstanding during the period. Common stock equivalents arise from stock options and unvested shares of restricted stock, using the treasury stock method. Under the treasury stock method, the amount CRA would receive on the exercise of stock options and the vesting of shares of restricted stock, the amount of compensation cost for future service that CRA has not yet recognized, and the amount of tax benefits that would be recorded in common stock when these stock options and shares of restricted stock become deductible, are assumed to be used to repurchase shares at the average share price over the applicable fiscal period, and these repurchased shares are netted against the shares underlying these stock options and these unvested shares of restricted stock. A reconciliation of basic to diluted weighted average shares of common stock outstanding is as follows (in thousands): | ||||||||
Quarter Ended | ||||||||
March 29, | March 30, | |||||||
2014 | 2013 | |||||||
Basic weighted average shares outstanding | 10,029 | 9,994 | ||||||
Common stock equivalents: | ||||||||
Stock options and restricted stock | 79 | 90 | ||||||
| | | | | | | | |
Diluted weighted average shares outstanding | 10,108 | 10,084 | ||||||
| | | | | | | | |
| | | | | | | | |
For the first quarters of fiscal 2014 and fiscal 2013, the anti-dilutive share based awards that were excluded from the calculation of common stock equivalents for purposes of computing diluted weighted average shares outstanding amounted to 1,287,614 and 1,142,624 shares, respectively. These share-based awards were anti-dilutive because their exercise price exceeded the average market price over the respective period. | ||||||||
On August 30, 2011, CRA announced that its Board of Directors approved a share repurchase program of up to $7.5 million of CRA's common stock. On February 22, 2012, August 10, 2012, and February 13, 2014, the Board of Directors authorized the repurchase of up to an additional $4.45 million, $5.0 million, and $15.0 million, respectively, of CRA's common stock under these programs. During the first quarter of fiscal 2014, CRA repurchased and retired 95,600 shares under these share repurchase programs at an average price per share of $22.25. During the first quarter of fiscal 2013, CRA did not repurchase and retire any shares of its common stock under these programs. There was approximately $14.3 million available for future repurchases under these programs as of March 29, 2014. CRA may repurchase shares under these programs in open market purchases or in privately negotiated transactions in accordance with applicable insider trading and other securities laws and regulations. | ||||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 29, 2014 | |
Income Taxes | ' |
Income Taxes | ' |
13. Income Taxes | |
CRA's effective income tax rates were 38.6% and 16.0% for the first quarter of fiscal 2014 and the first quarter of fiscal 2013, respectively. The effective tax rate in the first quarter of fiscal 2014 was lower than the combined federal and state statutory tax rate primarily due to the geographical mix of earnings and certain items that were treated as discrete items in the first quarter of fiscal 2014. The effective tax rate in the first quarter of fiscal 2013 was lower than CRA's combined federal and state statutory tax rate due to the utilization of net operating loss carryforwards in the United Kingdom. The effective tax rate in the first quarter of fiscal 2013 was also impacted by a favorable tax settlement. | |
Restructuring_Charges
Restructuring Charges | 3 Months Ended | ||||||||||
Mar. 29, 2014 | |||||||||||
Restructuring Charges | ' | ||||||||||
Restructuring Charges | ' | ||||||||||
14. Restructuring Charges | |||||||||||
CRA did not incur any restructuring charges during the first quarter of fiscal 2014 or the first quarter of fiscal 2013. The restructuring reserve balance was as follows as of March 29, 2014 (in thousands): | |||||||||||
Office | |||||||||||
Vacancies | |||||||||||
Balance at December 28, 2013 | $ | 1,170 | |||||||||
Amounts paid, net of amounts received, during the first quarter of fiscal 2014 | (231 | ) | |||||||||
Adjustments and effect of foreign currency translation during the first quarter of fiscal 2014 | (53 | ) | |||||||||
| | | | | |||||||
Balance at March 29, 2014 | $ | 886 | |||||||||
| | | | | |||||||
| | | | | |||||||
On the accompanying balance sheet as of March 29, 2014, the reserve balance of $0.9 million was classified as follows: approximately $0.7 million in "current portion of deferred rent", and approximately $0.1 million in "deferred rent and facility-related non-current liabilities." | |||||||||||
The restructuring reserve balance was as follows as of March 30, 2013 (in thousands): | |||||||||||
Office | Employee | Total | |||||||||
Vacancies | Workforce | Restructuring | |||||||||
Reduction | |||||||||||
Balance at December 29, 2012 | $ | 2,106 | $ | 873 | $ | 2,979 | |||||
Amounts paid, net of amounts received, during the first quarter of fiscal 2013 | (147 | ) | (398 | ) | (545 | ) | |||||
Adjustments and effect of foreign currency translation during the first quarter of fiscal 2013 | (177 | ) | (6 | ) | (183 | ) | |||||
| | | | | | | | | | | |
Balance at March 30, 2013 | $ | 1,782 | $ | 469 | $ | 2,251 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Compensation_Arrangements
Compensation Arrangements | 3 Months Ended |
Mar. 29, 2014 | |
Compensation Arrangements | ' |
Compensation Arrangements | ' |
15. Compensation Arrangements | |
In connection with an acquisition completed in fiscal 2013, the CRA agreed to pay incentive performance awards to certain non-employee experts and employees of the acquired business, if specific performance targets are met from June 2013 through May 2017. Retention of amounts paid is contingent on the individuals' continued relationships with CRA through May 2019. The amount of the award could fluctuate depending on future performance through May 2017. Changes in the estimated award are expensed prospectively over the remaining service period. | |
Prepaid_Expenses_and_Other_Cur1
Prepaid Expenses and Other Current Assets, and Other Assets (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Prepaid Expenses and Other Current Assets, and Other Assets | ' | |||||||
Schedule of prepaid expenses and other current assets | ' | |||||||
Prepaid expenses and other current assets consist of the following (in thousands): | ||||||||
March 29, | December 28, | |||||||
2014 | 2013 | |||||||
Term loans to employees | $ | 1,764 | $ | 1,764 | ||||
Other | 7,914 | 10,001 | ||||||
| | | | | | | | |
Total | $ | 9,678 | $ | 11,775 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of other assets | ' | |||||||
Other assets consist of the following (in thousands): | ||||||||
March 29, | December 28, | |||||||
2014 | 2013 | |||||||
Forgivable loans to employees and non-employee experts | $ | 52,613 | $ | 51,083 | ||||
Other | 3,217 | 3,538 | ||||||
| | | | | | | | |
Total | $ | 55,830 | $ | 54,621 | ||||
| | | | | | | | |
| | | | | | | | |
Goodwill_Tables
Goodwill (Tables) | 3 Months Ended | ||||||||||
Mar. 29, 2014 | |||||||||||
Goodwill | ' | ||||||||||
Schedule of changes in the carrying amount of goodwill | ' | ||||||||||
The changes in the carrying amount of goodwill during the fiscal quarter ended March 29, 2014, are as follows (in thousands): | |||||||||||
Goodwill, | Accumulated | Goodwill, net | |||||||||
gross | impairment | ||||||||||
losses | |||||||||||
Balance at December 28, 2013 | $ | 153,466 | $ | (71,893 | ) | $ | 81,573 | ||||
Goodwill adjustments related to acquisitions | 1,886 | — | 1,886 | ||||||||
Effect of foreign currency translation | 137 | — | 137 | ||||||||
| | | | | | | | | | | |
Balance at March 29, 2014 | $ | 155,489 | $ | (71,893 | ) | $ | 83,596 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The changes in the carrying amount of goodwill during the fiscal quarter ended March 30, 2013, are as follows (in thousands): | |||||||||||
Goodwill, | Accumulated | Goodwill, net | |||||||||
gross | impairment | ||||||||||
losses | |||||||||||
Balance at December 31, 2012 | $ | 142,658 | $ | (71,893 | ) | $ | 70,765 | ||||
Goodwill adjustments related to acquisition | 5,565 | — | 5,565 | ||||||||
Effect of foreign currency translation | (823 | ) | — | (823 | ) | ||||||
| | | | | | | | | | | |
Balance at March 30, 2013 | $ | 147,400 | $ | (71,893 | ) | $ | 75,507 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Accrued Expenses | ' | |||||||
Schedule of accrued expenses | ' | |||||||
Accrued expenses consist of the following (in thousands): | ||||||||
March 29, | December 28, | |||||||
2014 | 2013 | |||||||
Compensation and related expenses | $ | 39,747 | $ | 51,960 | ||||
Forgivable loans to employees | 4,250 | 4,966 | ||||||
Income taxes payable | 2,292 | 3,503 | ||||||
Other | 4,743 | 5,228 | ||||||
| | | | | | | | |
Total | $ | 51,032 | $ | 65,657 | ||||
| | | | | | | | |
| | | | | | | | |
Revenue_Recognition_Tables
Revenue Recognition (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Revenue Recognition | ' | |||||||
Schedule of reimbursable expenses included in revenues | ' | |||||||
Reimbursable expenses are as follows (in thousands): | ||||||||
Quarter Ended | ||||||||
March 29, | March 30, | |||||||
2014 | 2013 | |||||||
Reimbursable expenses | $ | 9,028 | $ | 7,658 |
Net_Income_per_Share_Tables
Net Income per Share (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Net Income per Share | ' | |||||||
Schedule of reconciliation of basic to diluted weighted average shares of common stock outstanding | ' | |||||||
A reconciliation of basic to diluted weighted average shares of common stock outstanding is as follows (in thousands): | ||||||||
Quarter Ended | ||||||||
March 29, | March 30, | |||||||
2014 | 2013 | |||||||
Basic weighted average shares outstanding | 10,029 | 9,994 | ||||||
Common stock equivalents: | ||||||||
Stock options and restricted stock | 79 | 90 | ||||||
| | | | | | | | |
Diluted weighted average shares outstanding | 10,108 | 10,084 | ||||||
| | | | | | | | |
| | | | | | | | |
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 3 Months Ended | ||||||||||
Mar. 29, 2014 | |||||||||||
Restructuring Charges | ' | ||||||||||
Schedule of restructuring reserve balance | ' | ||||||||||
The restructuring reserve balance was as follows as of March 29, 2014 (in thousands): | |||||||||||
Office | |||||||||||
Vacancies | |||||||||||
Balance at December 28, 2013 | $ | 1,170 | |||||||||
Amounts paid, net of amounts received, during the first quarter of fiscal 2014 | (231 | ) | |||||||||
Adjustments and effect of foreign currency translation during the first quarter of fiscal 2014 | (53 | ) | |||||||||
| | | | | |||||||
Balance at March 29, 2014 | $ | 886 | |||||||||
| | | | | |||||||
| | | | | |||||||
The restructuring reserve balance was as follows as of March 30, 2013 (in thousands): | |||||||||||
Office | Employee | Total | |||||||||
Vacancies | Workforce | Restructuring | |||||||||
Reduction | |||||||||||
Balance at December 29, 2012 | $ | 2,106 | $ | 873 | $ | 2,979 | |||||
Amounts paid, net of amounts received, during the first quarter of fiscal 2013 | (147 | ) | (398 | ) | (545 | ) | |||||
Adjustments and effect of foreign currency translation during the first quarter of fiscal 2013 | (177 | ) | (6 | ) | (183 | ) | |||||
| | | | | | | | | | | |
Balance at March 30, 2013 | $ | 1,782 | $ | 469 | $ | 2,251 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Description_of_Business_Detail
Description of Business (Details) | 3 Months Ended |
Mar. 29, 2014 | |
item | |
Description of Business | ' |
Number of broad areas of services | 2 |
Number of business segments | 1 |
Prepaid_Expenses_and_Other_Cur2
Prepaid Expenses and Other Current Assets, and Other Assets (Details) (USD $) | 3 Months Ended | 3 Months Ended | |
Mar. 29, 2014 | Dec. 28, 2013 | Sep. 27, 2014 | |
Subsequent event | |||
Prepaid expenses and other current assets | ' | ' | ' |
Term loans to employees | $1,764,000 | $1,764,000 | ' |
Other | 7,914,000 | 10,001,000 | ' |
Total | 9,678,000 | 11,775,000 | ' |
Other assets | ' | ' | ' |
Forgivable loans to employees and non-employee experts | 52,613,000 | 51,083,000 | ' |
Other | 3,217,000 | 3,538,000 | ' |
Total | 55,830,000 | 54,621,000 | ' |
Prepaid expenses and other assets disclosures | ' | ' | ' |
Term of forgivable loans or advances to employees and non-employee experts, minimum | '3 years | ' | ' |
Term of forgivable loans or advances to employees and non-employee experts, maximum | '8 years | ' | ' |
Forgivable loans issuable to employees, future employees and non-employee experts for future service | 4,300,000 | 4,966,000 | ' |
Prepaid Expenses and Other Current Assets, and Other Assets | ' | ' | ' |
Forgivable loans issued to future employees for future service | $5,000,000 | ' | $4,300,000 |
Business_Acquisition_Details
Business Acquisition (Details) | Jan. 31, 2013 |
item | |
Business Acquisition | ' |
Number of litigation consulting team members who joined the entity | 40 |
Goodwill_Details
Goodwill (Details) (USD $) | 3 Months Ended | |
Mar. 29, 2014 | Mar. 30, 2013 | |
item | ||
Goodwill | ' | ' |
Number of reporting units | 1 | ' |
Goodwill impairment | $0 | $0 |
Changes in the carrying amount of goodwill | ' | ' |
Balance at the beginning of the period, gross | 153,466,000 | 142,658,000 |
Goodwill adjustments related to acquisitions | 1,886,000 | 5,565,000 |
Effect of foreign currency translation | 137,000 | -823,000 |
Balance at the end of the period, gross | 155,489,000 | 147,400,000 |
Balance at the beginning of the period, Accumulated impairment losses | -71,893,000 | -71,893,000 |
Balance at the end of the period, Accumulated impairment losses | -71,893,000 | -71,893,000 |
Balance at the beginning of the period, net | 81,573,000 | 70,765,000 |
Balance at the end of the period, net | $83,596,000 | $75,507,000 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
Accrued Expenses | ' | ' |
Compensation and related expenses | $39,747,000 | $51,960,000 |
Forgivable loans to employees | 4,300,000 | 4,966,000 |
Income taxes payable | 2,292,000 | 3,503,000 |
Other | 4,743,000 | 5,228,000 |
Total | 51,032,000 | 65,657,000 |
Accrued bonuses | $20,800,000 | $40,000,000 |
Credit_Agreement_Details
Credit Agreement (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 29, 2014 |
Revolving credit facility | ' |
Senior Loan Agreement | ' |
Revolving credit facility, maximum capacity | $125 |
Amount outstanding under revolving line of credit | 0 |
Amounts outstanding under letters of credit | 1.4 |
Percentage of stock of domestic subsidiaries pledged as collateral for borrowings | 100.00% |
Percentage of stock of foreign subsidiaries pledged as collateral for borrowings | 65.00% |
Value of stock in net assets pledged as collateral for borrowings | 6.8 |
Ratio of consolidated interest expense to consolidated EBITDA | 2.5 |
Ratio of consolidated debt to consolidated EBITDA | 3 |
Revolving credit facility | Minimum | ' |
Senior Loan Agreement | ' |
Commitment fee payable on the unused portion of the credit facility (as a percent) | 0.25% |
Revolving credit facility | Maximum | ' |
Senior Loan Agreement | ' |
Commitment fee payable on the unused portion of the credit facility (as a percent) | 0.38% |
Revolving credit facility | Base rate | ' |
Senior Loan Agreement | ' |
Variable rate basis | 'base rate |
Revolving credit facility | Base rate | Minimum | ' |
Senior Loan Agreement | ' |
Interest margin (as a percent) | 0.50% |
Revolving credit facility | Base rate | Maximum | ' |
Senior Loan Agreement | ' |
Interest margin (as a percent) | 1.50% |
Revolving credit facility | Eurocurrency rate | ' |
Senior Loan Agreement | ' |
Variable rate basis | 'eurocurrency rate |
Revolving credit facility | Eurocurrency rate | Minimum | ' |
Senior Loan Agreement | ' |
Interest margin (as a percent) | 1.50% |
Revolving credit facility | Eurocurrency rate | Maximum | ' |
Senior Loan Agreement | ' |
Interest margin (as a percent) | 2.50% |
Letters of credit | ' |
Senior Loan Agreement | ' |
Revolving credit facility, maximum capacity | $15 |
Revenue_Recognition_Details
Revenue Recognition (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Revenue Recognition | ' | ' |
Reimbursable expenses | $9,028 | $7,658 |
Net_Income_per_Share_Details
Net Income per Share (Details) | 3 Months Ended | |
Mar. 29, 2014 | Mar. 30, 2013 | |
Reconciliation of basic to diluted weighted average shares of common stock outstanding | ' | ' |
Basic weighted average shares outstanding | 10,029,000 | 9,994,000 |
Common stock equivalents: | ' | ' |
Stock options and restricted stock (in shares) | 79,000 | 90,000 |
Diluted weighted average shares outstanding | 10,108,000 | 10,084,000 |
Calculation of common stock equivalents for purposes of computing diluted weighted average shares outstanding | ' | ' |
Anti-dilutive securities excluded from EPS computation (in shares) | 1,287,614 | 1,142,624 |
Net_Income_per_Share_Details_2
Net Income per Share (Details 2) (USD $) | 0 Months Ended | 3 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Feb. 13, 2014 | Aug. 10, 2012 | Feb. 22, 2012 | Aug. 30, 2011 | Mar. 29, 2014 |
Share Repurchase Program | ' | ' | ' | ' | ' |
Share repurchase program, amount authorized to be repurchased | $15 | $5 | $4.45 | $7.50 | ' |
Number of shares repurchased and retired | ' | ' | ' | ' | 95,600 |
Average repurchase price per share (in dollars per share) | ' | ' | ' | ' | $22.25 |
Amount available for future repurchases | ' | ' | ' | ' | $14.30 |
Income_Taxes_Details
Income Taxes (Details) | 3 Months Ended | |
Mar. 29, 2014 | Mar. 30, 2013 | |
Income Taxes | ' | ' |
Effective tax rate (as a percent) | 38.60% | 16.00% |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Restructuring reserve balance | ' | ' |
Balance at the beginning of the period | ' | $2,979 |
Amounts paid, net of amounts received | ' | -545 |
Adjustments and effect of foreign currency translation | ' | -183 |
Balance at the end of the period | ' | 2,251 |
Current portion of deferred rent | ' | ' |
Restructuring reserve balance | ' | ' |
Balance at the end of the period | 700 | ' |
Deferred rent and facility-related non-current liabilities | ' | ' |
Restructuring reserve balance | ' | ' |
Balance at the end of the period | 100 | ' |
Office Vacancies | ' | ' |
Restructuring reserve balance | ' | ' |
Balance at the beginning of the period | 1,170 | 2,106 |
Amounts paid, net of amounts received | -231 | -147 |
Adjustments and effect of foreign currency translation | -53 | -177 |
Balance at the end of the period | 886 | 1,782 |
Employee Workforce Reduction | ' | ' |
Restructuring reserve balance | ' | ' |
Balance at the beginning of the period | ' | 873 |
Amounts paid, net of amounts received | ' | -398 |
Adjustments and effect of foreign currency translation | ' | -6 |
Balance at the end of the period | ' | $469 |