Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 10, 2017 | Jul. 02, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | CRA INTERNATIONAL, INC. | ||
Entity Central Index Key | 1,053,706 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 201.7 | ||
Entity Common Stock, Shares Outstanding | 8,543,170 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Revenues | $ 324,779 | $ 303,559 | $ 306,371 |
Costs of services | 227,380 | 207,650 | 206,813 |
Gross profit | 97,399 | 95,909 | 99,558 |
Selling, general and administrative expenses | 70,584 | 72,439 | 69,074 |
Depreciation and amortization | 7,896 | 6,552 | 6,443 |
GNU goodwill impairment | 4,524 | ||
Income from operations | 18,919 | 12,394 | 24,041 |
GNU gain on extinguishment of debt | 606 | ||
GNU gain on sale of business assets | 3,836 | ||
Interest expense, net | (469) | (538) | (431) |
Other expense, net | (397) | (647) | (295) |
Income before provision for income taxes | 21,889 | 11,815 | 23,315 |
Provision for income taxes | (7,656) | (5,490) | (9,908) |
Net income | 14,233 | 6,325 | 13,407 |
Net (income) loss attributable to noncontrolling interest, net of tax | (1,345) | 1,332 | 231 |
Net income attributable to CRA International, Inc. | $ 12,888 | $ 7,657 | $ 13,638 |
Net income per share attributable to CRA International, Inc.: | |||
Basic (in dollars per share) | $ 1.50 | $ 0.84 | $ 1.40 |
Diluted (in dollars per share) | $ 1.49 | $ 0.83 | $ 1.38 |
Weighted average number of shares outstanding: | |||
Basic (in shares) | 8,503 | 9,010 | 9,747 |
Diluted (in shares) | 8,601 | 9,195 | 9,897 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net income | $ 14,233 | $ 6,325 | $ 13,407 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (4,568) | (2,546) | (3,280) |
Comprehensive income | 9,665 | 3,779 | 10,127 |
Less: comprehensive (income) loss attributable to noncontrolling interest | (1,345) | 1,332 | 231 |
Comprehensive income attributable to CRA International, Inc. | $ 8,320 | $ 5,111 | $ 10,358 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Jan. 02, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 53,530 | $ 38,139 |
Accounts receivable, net of allowances of $4,253 at December 31, 2016 and $3,648 at January 2, 2016 | 66,852 | 60,904 |
Unbilled services, net of allowances of $1,720 at December 31, 2016 and $2,354 at January 2, 2016 | 24,937 | 25,473 |
Prepaid expenses and other current assets | 19,295 | 11,876 |
Forgivable loans | 5,897 | 4,402 |
Total current assets | 170,511 | 140,794 |
Property and equipment, net | 36,381 | 31,338 |
Goodwill | 74,764 | 76,970 |
Intangible assets, net | 2,685 | 3,591 |
Deferred income taxes | 10,049 | 18,856 |
Forgivable loans, net of current portion | 28,065 | 40,283 |
Other assets | 1,187 | 1,885 |
Total assets | 323,642 | 313,717 |
Current liabilities: | ||
Accounts payable | 13,729 | 13,652 |
Accrued expenses | 75,281 | 65,118 |
Deferred revenue and other liabilities | 3,021 | 5,730 |
Current portion of deferred rent | 1,499 | 1,069 |
Current portion of deferred compensation | 570 | 814 |
Current portion of note payable | 75 | |
Total current liabilities | 94,100 | 86,458 |
Non-Current liabilities: | ||
Deferred rent and facility-related non-current liabilities | 15,191 | 11,836 |
Deferred compensation and other non-current liabilities | 6,346 | 4,355 |
Deferred income taxes | 122 | |
Total noncurrent liabilities | 21,659 | 16,191 |
Commitments and contingencies (Note 14) | ||
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; 8,333,990 and 8,859,231 shares issued and outstanding at December 31, 2016 and January 2, 2016, respectively | 54,124 | 65,731 |
Retained earnings | 166,914 | 155,275 |
Accumulated other comprehensive loss | (13,818) | (9,250) |
Total CRA International, Inc. shareholders' equity | 207,220 | 211,756 |
Noncontrolling interest | 663 | (688) |
Total shareholders' equity | 207,883 | 211,068 |
Total liabilities and shareholders' equity | $ 323,642 | $ 313,717 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Jan. 02, 2016 |
CONSOLIDATED BALANCE SHEETS | ||
Allowances for accounts receivable (in dollars) | $ 4,253 | $ 3,648 |
Allowance for unbilled services (in dollars) | $ 1,720 | $ 2,354 |
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
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 ) | $ 0 | $ 0 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 8,333,990 | 8,859,231 |
Common stock, shares outstanding | 8,333,990 | 8,859,231 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
OPERATING ACTIVITIES: | |||
Net income | $ 14,233 | $ 6,325 | $ 13,407 |
Adjustments to reconcile net income to net cash provided by operating activities, net of effect of acquired businesses: | |||
Depreciation and amortization | 7,875 | 6,542 | 6,438 |
Loss on disposal of property and equipment | 2 | 16 | 28 |
GNU goodwill impairment | 4,524 | ||
GNU gain on sale of business assets | (3,836) | ||
Deferred rent | 3,260 | 6,768 | 220 |
Deferred income taxes | 8,399 | (1,710) | (1,431) |
Share-based compensation expenses | 6,867 | 5,791 | 5,619 |
Excess tax benefits from share-based compensation | (393) | (128) | (392) |
GNU gain on extinguishment of debt | (606) | ||
Accounts receivable allowances | 666 | (480) | (2,996) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (8,801) | (3,438) | 1,929 |
Unbilled services | (219) | (772) | (738) |
Prepaid expenses and other current assets, and other assets | (6,439) | (2,126) | (4,465) |
Forgivable loans | 10,225 | 233 | 4,379 |
Accounts payable, accrued expenses, and other liabilities | 16,324 | (515) | 8,152 |
Net cash provided by operating activities | 48,163 | 20,424 | 30,150 |
INVESTING ACTIVITIES: | |||
Consideration relating to acquisitions, net | (1,784) | ||
Purchase of property and equipment | (13,023) | (17,975) | (4,192) |
Cash proceeds from sale of GNU | 1,100 | ||
Collections on notes receivable | 1,557 | 114 | |
Payments on notes receivable | (78) | ||
Net cash used in investing activities | (11,923) | (16,496) | (5,862) |
FINANCING ACTIVITIES: | |||
Issuance of common stock, principally stock option exercises | 2,853 | 602 | 469 |
Borrowings under line of credit | 7,500 | 4,000 | |
Payments under line of credit | (7,500) | (4,000) | |
Payments on notes payable | (75) | (300) | (26) |
Tax withholding payment reimbursed by restricted shares | (1,880) | (668) | (1,222) |
Excess tax benefits from share-based compensation | 393 | 128 | 392 |
Cash dividends paid to stockholders | (1,166) | ||
Repurchase of common stock | (19,315) | (12,806) | (25,492) |
Net cash used in financing activities | (19,190) | (13,044) | (25,879) |
Effect of foreign exchange rates on cash and cash equivalents | (1,659) | (944) | (1,461) |
Net increase (decrease) in cash and cash equivalents | 15,391 | (10,060) | (3,052) |
Cash and cash equivalents at beginning of period | 38,139 | 48,199 | 51,251 |
Cash and cash equivalents at end of period | 53,530 | 38,139 | 48,199 |
Noncash investing and financing activities: | |||
Issuance of common stock for acquired business | 44 | 42 | 427 |
Purchases of property and equipment not yet paid for | 118 | 1,593 | 23 |
Purchases of property and equipment by a third party | 92 | 2,785 | |
Asset retirement obligations | 844 | ||
Supplemental cash flow information: | |||
Cash paid for taxes | 6,184 | 9,688 | 15,580 |
Cash paid for interest | $ 405 | 240 | $ 443 |
Securities received from a customer for settlement of receivable | $ 192 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | CRA International, Inc. Shareholders' Equity | Common Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Total |
BALANCE at Dec. 28, 2013 | $ 223,798 | $ 93,242 | $ 133,980 | $ (3,424) | $ 839 | $ 224,637 |
BALANCE (in shares) at Dec. 28, 2013 | 10,048,611 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Net income (loss) | 13,638 | 13,638 | (231) | 13,407 | ||
Foreign currency translation adjustment | (3,280) | (3,280) | (3,280) | |||
Issuance of common stock | 427 | $ 427 | 427 | |||
Issuance of common stock (in shares) | 22,520 | |||||
Exercise of stock options | 469 | $ 469 | $ 469 | |||
Exercise of stock options (in shares) | 20,931 | 20,931 | ||||
Share-based compensation expense for employees | 5,348 | $ 5,348 | $ 5,348 | |||
Restricted share vesting (in shares) | 149,195 | |||||
Redemption of vested employee restricted shares for tax withholding | (1,222) | $ (1,222) | (1,222) | |||
Redemption of vested employee restricted shares for tax withholding (in shares) | (41,470) | |||||
Tax benefit (deficit) on stock option exercises, expirations and restricted share vesting | 128 | $ 128 | 128 | |||
Shares repurchased | (25,492) | $ (25,492) | $ (25,492) | |||
Shares repurchased (in shares) | (971,515) | (971,515) | ||||
Share-based compensation expense for non-employees | 271 | $ 271 | $ 271 | |||
Equity transactions of noncontrolling interest | 11 | 11 | ||||
BALANCE at Jan. 03, 2015 | 214,085 | $ 73,171 | 147,618 | (6,704) | 619 | 214,704 |
BALANCE (in shares) at Jan. 03, 2015 | 9,228,272 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Net income (loss) | 7,657 | 7,657 | (1,332) | 6,325 | ||
Foreign currency translation adjustment | (2,546) | (2,546) | (2,546) | |||
Issuance of common stock | 42 | $ 42 | 42 | |||
Issuance of common stock (in shares) | 1,359 | |||||
Exercise of stock options | 602 | $ 602 | $ 602 | |||
Exercise of stock options (in shares) | 29,288 | 29,288 | ||||
Share-based compensation expense for employees | 5,755 | $ 5,755 | $ 5,755 | |||
Restricted share vesting (in shares) | 106,504 | |||||
Redemption of vested employee restricted shares for tax withholding | (668) | $ (668) | (668) | |||
Redemption of vested employee restricted shares for tax withholding (in shares) | (28,900) | |||||
Tax benefit (deficit) on stock option exercises, expirations and restricted share vesting | (376) | $ (376) | (376) | |||
Shares repurchased | (12,806) | $ (12,806) | $ (12,806) | |||
Shares repurchased (in shares) | (477,292) | (477,292) | ||||
Share-based compensation expense for non-employees | 11 | $ 11 | $ 11 | |||
Equity transactions of noncontrolling interest | 25 | 25 | ||||
BALANCE at Jan. 02, 2016 | 211,756 | $ 65,731 | 155,275 | (9,250) | (688) | $ 211,068 |
BALANCE (in shares) at Jan. 02, 2016 | 8,859,231 | 8,859,231 | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Net income (loss) | 12,888 | 12,888 | 1,345 | $ 14,233 | ||
Foreign currency translation adjustment | (4,568) | (4,568) | (4,568) | |||
Issuance of common stock | 44 | $ 44 | 44 | |||
Issuance of common stock (in shares) | 1,790 | |||||
Exercise of stock options | 2,853 | $ 2,853 | $ 2,853 | |||
Exercise of stock options (in shares) | 124,931 | 124,931 | ||||
Share-based compensation expense for employees | 6,716 | $ 6,716 | $ 6,716 | |||
Restricted share vesting (in shares) | 201,905 | |||||
Redemption of vested employee restricted shares for tax withholding | (1,880) | $ (1,880) | (1,880) | |||
Redemption of vested employee restricted shares for tax withholding (in shares) | (69,000) | |||||
Tax benefit (deficit) on stock option exercises, expirations and restricted share vesting | (171) | $ (171) | (171) | |||
Shares repurchased | (19,315) | $ (19,315) | $ (19,315) | |||
Shares repurchased (in shares) | (784,867) | (783,703) | ||||
Share-based compensation expense for non-employees | 146 | $ 146 | $ 146 | |||
Accrued dividends on unvested shares | (83) | (83) | (83) | |||
Cash dividends paid to stockholders | (1,166) | (1,166) | (1,166) | |||
Equity transactions of noncontrolling interest | 6 | 6 | ||||
BALANCE at Dec. 31, 2016 | $ 207,220 | $ 54,124 | $ 166,914 | $ (13,818) | $ 663 | $ 207,883 |
BALANCE (in shares) at Dec. 31, 2016 | 8,333,990 | 8,333,990 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies 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 services in two broad areas: litigation, regulatory, and financial consulting and management consulting. CRA operates in one business segment. CRA operates its business under its registered trade name, Charles River Associates. Fiscal Year CRA's fiscal year end is the Saturday nearest December 31 of each year. CRA's fiscal years periodically contain 53 weeks rather than 52 weeks. Fiscal 2016 and 2015 were 52-week years and fiscal 2014 was a 53-week year. Principles of Consolidation The consolidated financial statements include the accounts of CRA and its wholly owned subsidiaries. In addition, as more fully explained below, the consolidated financial statements include CRA's interest in NeuCo, Inc. Effective April 13, 2016, NeuCo's name was changed to GNU123 Liquidating Corporation ("GNU") in connection with the sale of its assets described below. All significant intercompany transactions and accounts have been eliminated in consolidation. GNU Interest GNU developed and marketed a family of neural network software tools and complementary application consulting services that are currently focused on electric utilities. CRA's ownership interest in GNU was 55.89% for all periods presented. GNU's financial results have been consolidated with CRA, and the portion of GNU's results allocable to its other owners is shown as "noncontrolling interest." GNU's reporting schedule is based on calendar month-ends, but its fiscal year end is the last Saturday of November. CRA's results could include a few days reporting lag between CRA's year end and the most recent financial statements available from GNU. CRA does not believe that the reporting lag will have a significant impact on CRA's consolidated income statements or financial condition. On January 8, 2015, GNU entered into an agreement to settle a note payable of approximately $1.0 million in exchange for aggregate payments of $0.4 million. GNU recorded a gain on the extinguishment of this debt in the first quarter of fiscal 2015 of approximately $0.6 million. Under the settlement order, the scheduled payments were all made as of February 16, 2016. On April 13, 2016, a buyer acquired substantially all of the business assets and assumed substantially all of the liabilities of GNU for a purchase price of $1.35 million. Of this amount, $1.1 million was received at closing, with the remaining $0.25 million payable on or after April 13, 2017, subject to contingencies, as outlined in the asset purchase agreement. GNU recognized a gain on sale of its business assets of $3.8 million during the second quarter of fiscal 2016, of which $2.1 million is attributed to CRA. GNU's revenues, which are comprised of software sales and maintenance service revenue, included in our consolidated statements of operations for fiscal 2016, fiscal 2015, and fiscal 2014 totaled approximately $0.8 million, $3.8 million, and $4.8 million, respectively. GNU's total net income (loss) included in our consolidated statements of operations for fiscal 2016, fiscal 2015, and fiscal 2014 was approximately $3.0 million, ($3.0) million, and ($0.5) million, respectively. GNU's net income (loss), net of amounts allocable to its other owners, included in our consolidated statements of operations for fiscal 2016, fiscal 2015, and fiscal 2014 was approximately $1.7 million, $1.3 million, and $0.2 million, respectively. In accordance with ASC Topic 350, "Intangibles—Goodwill and Other," goodwill and intangible assets with indefinite lives are monitored 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. During the fourth quarter of fiscal 2015 it was determined that GNU's net book value exceeded its fair value of equity. Therefore, it was required to perform a step two goodwill impairment test, which resulted in an impairment charge of $4.5 million in that quarter. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United State of America ("U.S. GAAP") requires management to make significant estimates and judgments that affect the reported amounts of assets and liabilities, as well as the related disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of consolidated revenues and expenses during the reporting period. Estimates in these consolidated financial statements include, but are not limited to, allowances for accounts receivable and unbilled services, 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. 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. These engagements generally last three to six months, although some of CRA's engagements can be much longer in duration. CRA recognizes substantially all of its revenues under written service contracts with its clients when the fee is fixed or determinable, as the services are provided, and only in those situations where collection from the client is reasonably assured and sufficient contractual documentation has been obtained. In certain cases CRA provides services to its clients without sufficient contractual documentation, or fees are tied to performance-based criteria, which require CRA to defer revenue in accordance with U.S. GAAP. In these cases, these amounts are fully reserved until all criteria for recognizing revenue are met. 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 the 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 as 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 non-employee experts. The proportional performance method is used for fixed-price contracts because reasonably dependable estimates of the revenues and costs applicable to various stages of a contract can be made, based on historical experience and the terms set forth in the contract, and are indicative of the level of benefit provided to CRA's clients. Fixed-price contracts generally convert to time-and-materials contracts in the event the contract terminates. CRA's management maintains contact with project managers to discuss the status of the projects and, for fixed-price engagements, management is updated on the budgeted costs and resources required to complete the project. These budgets are then used to calculate revenue recognition and to estimate the anticipated income or loss on the project. Occasionally, CRA has been required to commit unanticipated additional resources to complete projects, which has resulted in lower than anticipated income or losses on those contracts. CRA may experience similar situations in the future. Provisions for estimated losses on contracts are made during the period in which such losses become probable and can be reasonably estimated. To date, such losses have not been significant. Revenues also include reimbursable expenses, which include reimbursements for travel and other out-of-pocket expenses, outside consultants, and other reimbursable expenses. CRA recovers approximately 90% of its out-of-pocket expenses, outside consultants, and other related expenses in performance of its services. The following expenses are subject to reimbursement (in thousands): Year Ended Year Ended Year Ended December 31, January 2, January 3, Reimbursable expenses $ $ $ CRA's revenues include projects secured by its non-employee experts as well as projects secured by its employees. CRA recognizes all project revenue on a gross basis based on the consideration of the criteria set forth in Accounting Standards Codification ("ASC") Topic 605-45, Principal Agent Considerations . CRA maintains accounts receivable allowances for estimated losses and disputed amounts resulting from clients' failure to make required payments. CRA bases its estimates on historical collection experience, current trends, and credit policy. In determining these estimates, CRA examines historical write-offs of its receivables and reviews client accounts to identify any specific customer collection issues. If the financial condition of CRA's customers were to deteriorate or disputes were to arise regarding the services provided, resulting in an impairment of their ability or intent to make payment, additional allowances may be required. Unbilled services represent revenue recognized by CRA for services performed but not yet billed to the client. Deferred revenue represents amounts billed or collected in advance of services rendered. 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 . Cash and Cash Equivalents Cash equivalents consist principally of money market funds with maturities of three months or less when purchased and are held at net asset value, which approximates fair value. As of December 31, 2016, 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 its cash on deposit is fully liquid. CRA continually monitors the credit ratings of the institution. Fair Value of Financial Instruments Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement), then priority to quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market (Level 2 measurement), then the lowest priority to unobservable inputs (Level 3 measurement). The following table shows CRA's financial instruments as of December 31, 2016 and January 2, 2016 that are measured and recorded in the consolidated financial statements at fair value on a recurring basis (in thousands): December 31, 2016 Quoted Prices in Significant Significant Level 1 Level 2 Level 3 Assets: Money market funds $ $ — $ — Total Assets $ $ — $ — Liabilities: Contingent acquisition liability $ — $ — $ Total Liabilities $ — $ — $ January 2, 2016 Quoted Prices in Significant Significant Level 1 Level 2 Level 3 Assets: Money market funds $ $ — $ — Total Assets $ $ — $ — Liabilities: Contingent acquisition liability $ — $ — $ Total Liabilities $ — $ — $ The fair values of CRA's money market funds are based on quotes received from third-party banks. The contingent acquisition liability in the table above is for estimated future contingent consideration payments related to a prior acquisition. The fair value measurement of this liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. The significant unobservable inputs used in the fair value measurements of this contingent acquisition liability are CRA's measures of the estimated payouts based on internally generated financial projections and discount rates. The fair value of the contingent acquisition liability is reassessed on a quarterly basis by CRA using additional information as it becomes available and any change in the fair value estimate is recorded in the earnings of that period. CRA's financial instruments, including cash, accounts receivable, loans and advances to employees and non-employee experts, accounts payable, and accrued expenses, are carried at cost, which approximates their fair value because of the short-term maturity of these instruments or because their stated interest rates are indicative of market interest rates. Goodwill In accordance with ASC Topic 350, "Intangibles—Goodwill and Other" ("ASC Topic 350"), goodwill and intangible assets with indefinite lives are not subject to amortization, but are monitored annually as of October 15th 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 fiscal 2016 goodwill impairment analysis, it operates under one reporting unit, which is its consulting services. Prior to April 13, 2016, CRA operated under two reporting units, which were its consulting services and GNU. Under ASC Topic 350, in performing the first step of the goodwill impairment testing and measurement process, CRA compares the estimated value of each of its reporting units to its net book value to identify potential impairment. CRA estimates the fair value of its consulting business utilizing its market capitalization, plus an appropriate control premium, less, prior to fiscal 2016, the estimated fair value of GNU. Market capitalization is determined by multiplying CRA's shares outstanding on the test date by the market price of its common stock on that date. CRA determines the control premium utilizing data from publicly available premium studies for the trailing four quarters for public company transactions in its industry group. If the estimated fair value of a reporting unit is less than its net book value, the second step is performed to determine if goodwill is impaired. If through the impairment evaluation process a reporting unit determines that goodwill has been impaired, an impairment charge would be recorded in CRA's consolidated income statement. The re-measurement of a reporting unit's fair value and that of its underlying assets and liabilities is classified as a Level 3 fair value assessment due to the significance of unobservable inputs developed using specific information from the reporting units. The fair value adjustment to goodwill, which resulted in GNU's impairment charge in the fourth quarter of fiscal 2015, was computed as the difference between its fair value and the fair value of its underlying assets and liabilities. The unobservable inputs used to determine the fair value of the underlying assets and liabilities were based on our specific information such as estimates of revenue and cost growth rates, profit margins, discount rates, and cost estimated. See note 3, "Goodwill and Intangible Assets," for further details. Intangible Assets Intangible assets that are separable from goodwill and have determinable useful lives are valued separately and amortized over their estimated useful lives. Intangible assets consist of non-competition agreements, customer relationships, customer lists, developed technology, and trademarks, all of which are amortized on a straight-line basis over their remaining useful lives of four to ten years. Property and Equipment Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method based on the estimated useful lives of three years for computer equipment, three to ten years for computer software, and ten years for furniture and fixtures. Amortization of leasehold improvements is calculated using the straight-line method over the shorter of the lease term or the estimated useful life of the leasehold improvements. Expenditures for maintenance and repairs are expensed as incurred. Expenditures for renewals and betterments are capitalized. Leases and Deferred Rent CRA leases all of its office space. Leases are evaluated and classified as operating or capital leases for financial reporting purposes. For leases that contain rent escalations and rent holidays, CRA records the total rent payable during the lease term, as determined above, on a straight-line basis over the term of the lease and records the difference between the rents paid and the straight-line rent as deferred rent. Additionally, any tenant improvement allowances received from the lessor are recorded as a reduction to rent expense. Impairment of Long-Lived Assets CRA reviews the carrying value of its long-lived assets (primarily property and equipment and intangible assets) to assess the recoverability of these assets whenever events or circumstances indicate that impairment may have occurred. Factors CRA considers important that could trigger an impairment review include the following: · a significant underperformance relative to expected historical or projected future operating results; · a significant change in the manner of CRA's use of the acquired asset or the strategy for CRA's overall business; and · a significant negative industry or economic trend. If CRA determines that an impairment review is required, CRA would review the expected future undiscounted cash flows to be generated by the assets or asset groups. If CRA determines that the carrying value of long-lived assets or asset groups may not be recoverable, CRA would measure any impairment based on a projected discounted cash flow method using a discount rate determined by CRA to be commensurate with the risk inherent in CRA's current business model. If impairment is indicated through this review, the carrying amount of the assets would be reduced to their estimated fair value . Concentration of Credit Risk CRA's billed and unbilled receivables consist of receivables from a broad range of clients in a variety of industries located throughout the U.S. and in other countries. CRA performs a credit evaluation of its clients to minimize its collectability risk. Periodically, CRA will require advance payment from certain clients. However, CRA does not require collateral or other security. CRA maintains accounts receivable allowances for estimated losses and disputed amounts resulting from clients' failures to make required payments. CRA bases its estimates on historical collection experience, current trends, and credit policy. In determining these estimates, CRA examines historical write-offs of its receivables and reviews client accounts to identify any specific customer collection issues. If the financial condition of any of CRA's customers were to deteriorate or any dispute regarding CRA's services provided were to arise, resulting in an impairment of their ability or intent to make payment, additional allowances may be required. A rollforward of the accounts receivable allowances is as follows (in thousands): Fiscal Fiscal 2016 2015 Balance at beginning of period $ $ Increases to reserves Amounts written off ) ) Effects of foreign currency translation — ) Balance at end of period $ $ A rollforward of the unbilled receivables allowances is as follows (in thousands): Fiscal Fiscal 2016 2015 Balance at beginning of period $ $ Increases to reserves Amounts written off ) ) Balance at end of period $ $ Amounts deemed uncollectible are recorded as a reduction to revenues. Net Income (Loss) Per Share CRA computes basic net income or loss per share by dividing net income or loss by the weighted-average number of shares outstanding. CRA computes diluted net income or loss per share by dividing net income or loss by the sum of the weighted-average number of shares determined from the basic earnings per common share computation and the number of common stock equivalents that would have a dilutive effect. To the extent that there is a net loss, CRA assumes all common stock equivalents to be anti-dilutive, and they are excluded from diluted weighted-average shares outstanding. CRA determines common stock equivalent shares outstanding in accordance with the treasury stock method. In those years in which CRA has both net income and participating securities, CRA computes basic net income per share utilizing the two-class method earnings allocation formula to determine earnings per share for each class of stock according to dividends and participation rights in undistributed earnings. Under the two-class method, basic earnings per common share is computed by dividing net earnings allocated to common stock by the weighted-average number of common shares outstanding. CRA's participating securities consist of unvested share-based payment awards that contain a nonforfeitable right to receive dividends. Share-Based Compensation CRA accounts for equity-based compensation using a fair value based recognition method. Under the fair value recognition requirements of ASC Topic 718, "Compensation-Stock Compensation" ("ASC Topic 718"), share-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. The amount of share-based compensation expense recognized at any date must at least equal the portion of grant date value of the award that is vested at that date. In accordance with ASC Topic 718, for performance-vesting restricted stock units awarded to employees, CRA estimates share-based compensation cost at the grant date based on the fair value of the award and recognizes the cost over the requisite service period on a straight line basis. For share-based awards granted to non-employee experts, CRA accounts for the compensation under variable accounting in accordance with ASC Topic 718 and ASC Topic 505-50, "Equity-Based Payments to Non-Employees" (formerly Emerging Issues Task Force 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services"), and recognizes the cost over the related vesting period. Deferred Compensation CRA accounts for performance based cash awards using a prospective accrual method. Under the requirements of ASC Topic 710, "Compensation General" ("ASC Topic 710") to the extent the terms of the contract attribute all or a portion of the expected future benefits to a period of service greater than one year, the cost of those benefits are accrued over the period of the employee or non-employee's service in a systematic and rational manner. CRA has implemented a process that requires the liability to be re-evaluated on a quarterly basis. The required service period typically ranges from three to six years starting at the beginning of the awards performance measurement period. A recipient of such an award is expected to be affiliated with CRA for the entire service period. If a recipient terminates affiliation with CRA during the measurement period, the amount paid will be determined in accordance with the recipient's specific contract provisions. Income Taxes CRA accounts for income taxes using the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and 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. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized. In addition, the calculation of CRA's tax liabilities involves dealing with uncertainties in the application of complex tax regulations in several different tax jurisdictions. CRA records liabilities for estimated tax obligations resulting in a provision for taxes that may become payable in the future in accordance with ASC Topic 740-10, "Income Taxes," which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. CRA includes accrued interest and penalties, if any, related to uncertain tax positions in income tax expense. Foreign Currency Translation Balance sheet accounts of CRA's foreign subsidiaries are translated into U.S. dollars at year-end exchange rates and operating accounts are translated at average exchange rates for each year. The resulting translation adjustments are recorded in shareholders' equity as a component of accumulated other comprehensive income (loss). Foreign currency transactions are translated at current exchanges rates, with adjustments recorded in the statement of operations. The effect of transaction gains and losses recorded in income before provision for income taxes amounted to losses of $0.4 million, $0.6 million and $0.3 million for fiscal 2016, fiscal 2015, and fiscal 2014, respectively. Recent Accounting Standards Leases (Topic 842) In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 establishes a comprehensive new lease accounting model. The new standard clarifies the definition of a lease, requires a dual approach to lease classification similar to current lease classifications, and causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease term of more than twelve months. The new standard is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The new standard requires a modified retrospective transition for capital or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements, but it does not require transition accounting for leases that expire prior to the date of initial application. CRA has not yet determined the effects, if any, that the adoption of ASU 2016-02 may have on its financial position, results of operations, cash flows, or disclosures. Revenue from Contracts with Customers In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"). ASU 2015-14 defers by one year the effective date of ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The deferral results in ASU 2014-09 being effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted for interim and annual periods beginning after December 15, 2016. The main provision of ASU 2014-09 is to recognize revenue when control of the goods or services transfers to the customer, as opposed to the existing guidance of recognizing revenue when the risks and rewards transfer to the customer. The standard is expected to have an impact on the amount and timing of revenue recognized and the related disclosures on the Company's financial statements. The Company will adopt ASU 2014-09 during the first quarter of 2018 and the Company expects to adopt this new standard using the modified retrospective method. The Company has not completed its assessment and has not yet determined whether the impact of the adoption of this standard on its financial position, results of operations, cash flows, or disclosures will be material. Improvements to Employee Share-Based Payment Accounting In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (" ASU 2016-09"). ASU 2016-09 establishes new classification for excess tax benefits and deficiencies relating to share based payments. In addition, the new pronouncement allows for the option of estimating awards expected to vest or accounting for forfeitures when they occur. Cash paid by employers when withholding shares for tax withholding purposes will now be classified as a financing activity. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company will adopt ASU 2016-09 in its first quarter of 2017. Currently, excess tax benefits or deficiencies from the Company's equity awards are recorded as additional paid-in capital in its Consolidated Balance Sheets. Upon adoption, the Company will record any excess tax benefits or deficiencies from its equity awards in its Consolidated Statements of Operations in the reporting periods in which vesting occurs. As a result, subsequent to adoption the Company's income tax expense and associated effective tax rate will be impacted by fluctuations in stock price between the grant dates and vesting dates of equity awards. Statement of Cash Flows (Topic 230): Restricted Cash In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). ASU 2016-18 amends ASC 230 to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. The new standard requires cash and cash equivalents balances on the statement of cash flows to include restricted cash and cash equivalent balances. ASU 2016-18 requires the registrant to provide appropriate disclosures about its accounting policies pertaining to restricted cash in accordance with GAAP. Additionally, changes in restricted cash and restricted cash equivalents that result from transfers between cash, cash equivalents, and restricted cash and restricted cash equivalents should not be presented as cash flow activities in the statement of cash flows. A registrant with a material balance of amounts generally described as restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. The new standard is effective for interim and annual periods beg |
Forgivable Loans
Forgivable Loans | 12 Months Ended |
Dec. 31, 2016 | |
Forgivable Loans | |
Forgivable Loans | 2. Forgivable Loans In order to attract and retain highly skilled professionals, CRA may issue forgivable loans to employees and non-employee experts, certain of which loans may be denominated in local currencies. A portion of these loans is collateralized. The forgivable loans have terms that are generally between three and eight years with interest ranging up to 3.25%. 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. During fiscal years 2016 and 2015, there were no balances due under these loans for which the full principal and interest were not collected. 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. CRA has not typically recorded an allowance for doubtful accounts for these loans due to its collection experience and its assessment of collectability. For fiscal 2016 and fiscal 2015, no allowances or write offs of these loans were recorded. Forgivable loan activity for fiscal years 2016 and 2015 is as follows (in thousands): December 31, January 2, Beginning balance $ $ Advances Accruals — Repayments ) — Amortization ) ) Effects of foreign currency translation ) — Ending balance $ $ Current portion of forgivable loans $ $ Non-current portion of forgivable loans $ $ |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 3. Goodwill and Intangible Assets The changes in the carrying amount of goodwill for fiscal 2016 and fiscal 2015 are as follows (in thousands): Goodwill, Accumulated Goodwill, Balance at January 2, 2016 $ $ ) $ Effect of foreign currency translation ) — ) Balance at December 31, 2016 $ $ ) $ Goodwill, Accumulated Goodwill, Balance at January 3, 2015 $ $ ) $ Goodwill adjustments related to GNU — ) ) Effect of foreign currency translation ) — ) Balance at January 2, 2016 $ $ ) $ GNU incurred an impairment loss during the fourth quarter of fiscal 2015. GNU did not incur an impairment loss in fiscal 2016 or fiscal 2014. CRA did not incur an impairment loss during fiscal 2016, fiscal 2015 or fiscal 2014 as there were no events or circumstances that would more likely than not reduce CRA's fair value below its carrying amount, and CRA's estimated fair value was greater than its carrying value as of October 15 th of each of these fiscal years. Intangible assets that are separable from goodwill and have determinable useful lives are valued separately and amortized over their expected useful lives. There were no impairment losses related to intangible assets during fiscal 2016, fiscal 2015, or fiscal 2014. The components of acquired identifiable intangible assets are as follows (in thousands): December 31, January 2, Non-competition agreements, net of accumulated amortization of $3,821 and $4,064, respectively $ $ Customer relationships, net of accumulated amortization of $5,181 and $4,598, respectively Total, net of accumulated amortization of $9,225 and $10,454, respectively $ $ Amortization of intangible assets was $0.9 million, $1.0 million, and $1.4 million in fiscal 2016, fiscal 2015, and fiscal 2014, respectively. Amortization of intangible assets held at December 31, 2016 for the next five fiscal years is expected to be as follows (in thousands): Fiscal Year Amortization 2017 $ 2018 2019 2020 2021 $ |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment | |
Property and Equipment | 4. Property and Equipment Property and equipment consist of the following (in thousands): December 31, January 2, Computer, office equipment and software $ $ Leasehold improvements Furniture Total cost Accumulated depreciation and amortization ) ) $ $ Depreciation expense, including amounts recorded in costs of services, was $7.0 million, $5.5 million, and $5.0 million, in fiscal 2016, fiscal 2015, and fiscal 2014, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Expenses | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following (in thousands): December 31, January 2, Compensation and related expenses $ $ Income taxes payable Other $ $ As of December 31, 2016 and January 2, 2016, $53.9 million and $44.9 million, respectively, of accrued bonuses for fiscal 2016 and fiscal 2015 were included above in "Compensation and related expenses". |
Credit Agreement
Credit Agreement | 12 Months Ended |
Dec. 31, 2016 | |
Credit Agreement | |
Credit Agreement | 6. Credit Agreement CRA is party to a credit agreement that provides CRA with a $125.0 million revolving credit facility and a $15.0 million sublimit for the issuance of letters of credit. CRA may use the proceeds of the revolving credit facility to provide working capital and for 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 were no borrowings outstanding under this revolving credit facility as of December 31, 2016 or January 2, 2016. As of December 31, 2016, the amount available under this revolving credit facility was reduced by certain letters of credit outstanding, which amounted to $2.2 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 revolving 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 $22.6 million and $6.0 million in net assets as of December 31, 2016 and January 2, 2016, respectively. 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 revolving 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 an adjusted consolidated EBITDA to consolidated interest expense ratio of more than 2.5:1.0 and to comply with a consolidated debt to adjusted consolidated EBITDA ratio of not more than 3.0:1.0. 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. As of December 31, 2016, CRA was in compliance with the covenants of its credit agreement. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Employee Benefit Plans | |
Employee Benefit Plans | 7. Employee Benefit Plans CRA maintains qualified defined-contribution plans under Section 401(k) of the Internal Revenue Code, covering substantially all U.S. employees who meet specified age and service requirements. Company contributions are made at the discretion of CRA, and cannot exceed the maximum amount deductible under applicable provisions of the Internal Revenue Code. CRA also has a defined-contribution plan covering employees in the United Kingdom for which company contributions are made at the discretion of CRA. Company contributions under these plans amounted to approximately $2.7 million, $2.2 million, and $1.6 million for fiscal 2016, fiscal 2015, and fiscal 2014, respectively. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Net Income (Loss) Per Share | |
Net Income (Loss) Per Share | 8. Net Income (Loss) Per Share CRA calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating security as if all of the net earnings for the period had been distributed. CRA's participating securities consist of unvested share-based payment awards that contain a nonforfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common shareholders. Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares as of the balance sheet date, as adjusted for the potential dilutive effect of non-participating share-based awards. Net earnings allocable to these participating securities were not significant for fiscal 2016, fiscal 2015 or fiscal 2014. The following table presents a reconciliation from net income to the net income available to common shareholders (in thousands): Fiscal Year Fiscal Year Fiscal Year Net income, as reported $ $ $ Less: net income attributable to participating shares Net income available to common shareholders $ $ $ For fiscal 2016, fiscal 2015 and fiscal 2014, the following is a reconciliation of basic to diluted weighted average shares of common stock outstanding (in thousands): Fiscal Year Fiscal Year Fiscal Year Basic weighted average shares outstanding Common stock equivalents: Stock options, restricted stock shares and restricted stock units Diluted weighted average shares outstanding For fiscal 2016, fiscal 2015 and fiscal 2014, the following table presents net income per share attributable to CRA: Fiscal Year Fiscal Year Fiscal Year Basic $ $ $ Diluted $ $ $ For fiscal 2016, fiscal 2015 and fiscal 2014, 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 581,546, 522,593, and 764,748 shares, respectively. These share-based awards were anti-dilutive because their exercise price exceeded the average market price over the respective period. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Common Stock | |
Common Stock | 9. Common Stock Share-Based Compensation. Approximately $6.7 million, $5.8 million, and $5.3 million of share-based compensation expense was recorded in fiscal 2016, fiscal 2015, and fiscal 2014, respectively, as an increase to common stock for share-based payment awards made to CRA's employees and directors, based on the estimated grant date fair values of stock options, shares of restricted stock, and restricted stock units vesting during the period. CRA also recorded $146,000, $11,000, and $271,000 for fiscal 2016, fiscal 2015, and fiscal 2014, respectively, in shared-based compensation expense for grants to non-employees (other than directors). Restricted Share Vesting. In fiscal 2016, fiscal 2015, and fiscal 2014, 201,905, 106,504, and 149,195 shares of restricted stock and restricted stock units vested, respectively. CRA redeemed 69,000, 28,900, and 41,470 of these shares from their holders in order to pay $1.9 million, $0.7 million, and $1.2 million, respectively, of employee tax withholdings. Common Stock Repurchases and Retirements. On October 23, 2014 and March 21, 2016, CRA's Board of Directors authorized the repurchase of up to $30.0 million and $20.0 million, respectively, of CRA's common stock. Repurchases under these programs are discretionary and CRA may make such repurchases under any of these programs in the open market (including under any Rule 10b5-1 plan adopted by CRA) or in privately negotiated transactions, in each case in accordance with applicable insider trading and other securities laws and regulations. CRA records the retirement of its repurchased shares as a reduction to common stock. During fiscal 2016, CRA repurchased and retired 783,703 shares under these share repurchase programs at an aggregate price of approximately $19.1 million, resulting in approximately $9.0 million available for future repurchases as of December 31, 2016. During fiscal 2015, CRA repurchased and retired 477,292 shares under these share repurchase programs at an aggregate price of approximately $12.8 million, resulting in approximately $8.1 million available for future repurchases as of January 2, 2016. During fiscal 2014, CRA repurchased and retired 971,515 shares under these share repurchase programs at an aggregate price of approximately $25.5 million, resulting in approximately $20.9 million available for future repurchases as of January 3, 2015. Tender Offer. During fiscal 2016, a total of 1,164 shares of common stock were tendered in conjunction with a modified "Dutch Auction" self tender offer at a purchase price of $19.75 per share. Exercise of Stock Options. During fiscal 2016, 124,931 options were exercised for $2.9 million of proceeds. During fiscal 2015, 29,288 options were exercised for $0.6 million of proceeds. During fiscal 2014, 20,931 options were exercised for $0.5 million of proceeds. Tax Benefits and Deficits on Stock Option Exercises and Restricted Share Vesting. In fiscal 2016 and 2015, CRA recorded a net tax deficit on stock option exercises, expirations and the vesting of shares of restricted stock and restricted stock units, as a decrease to common stock totaling $0.2 million and $0.4 million, respectively. In fiscal 2014, CRA recorded $0.1 million of a net tax benefit on stock option exercises, expirations and the vesting of shares of restricted stock and restricted stock units, as an increase to common stock. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Share-Based Compensation | |
Share-Based Compensation | 10. Share-Based Compensation CRA recorded approximately $6.7 million, $5.8 million, and $5.3 million of compensation expense for fiscal 2016, fiscal 2015, and fiscal 2014, respectively, for share-based awards consisting of stock options, shares of restricted stock, time-vesting restricted stock units, and performance-vesting restricted stock units issued to employees and directors based on their respective estimated grant date fair values. Performance-vesting restricted stock units are expensed using the graded acceleration method. In addition, CRA recorded $146,000, $11,000, and $271,000 of share-based compensation expense during fiscal 2016, fiscal 2015, and fiscal 2014, respectively, for share-based awards consisting of stock options and shares of restricted stock issued to non-employees (other than directors). Share-based Compensation Plans. As of December 31, 2016, CRA's active equity-based compensation plans consist of its Amended and Restated 2006 Equity Incentive Plan, as amended (the "2006 Equity Plan"), and its 1998 Employee Stock Purchase Plan (the "1998 ESPP"), a tax-qualified plan under Section 423 of the Internal Revenue Code. During fiscal 2009, CRA also implemented a long-term incentive program, or "LTIP," as a framework for grants made under the 2006 Equity Plan to its senior corporate leaders, practice leaders and key revenue generators. Under the LTIP, participants have received a mixture of stock options, time-vesting restricted stock units, and performance-vesting restricted stock units in each fiscal year since 2009, except 2012. In December 2016, CRA's Board of Directors amended CRA's Cash Incentive Plan to facilitate the grant to LTIP participants of service-based and performance-based cash awards as new components of the LTIP. The LTIP is designed to reward CRA's senior corporate leaders, practice leaders and key revenue generators and provide them with the opportunity to share in the long-term growth of CRA. 2006 Equity Plan: Maximum and Available Shares. The 2006 Equity Plan authorizes the grant of a variety of incentive and performance awards to CRA's directors, employees and independent contractors, including stock options, shares of restricted stock, restricted stock units, and other equity awards. The 2006 Equity Plan has used standard "fungibility ratios" to count grants of full-share awards (such as shares of restricted stock and restricted stock units) against the maximum number shares issuable under the plan. The current fungibility ratio, applicable to grants made on or after April 30, 2010, is 1.83. The fungibility ratio does not apply to grants of stock options. The maximum number of shares issuable under the 2006 Equity Plan is 4,874,000, consisting of (1) 500,000 shares initially reserved for issuance under the 2006 Equity Plan, (2) 1,000,000 shares that either remained for future awards under our 1998 Incentive and Nonqualified Stock Option Plan (the "1998 Option Plan") on April 21, 2006, the date CRA's shareholders initially approved the 2006 Equity Plan, or were subject to stock options issued under the 1998 Option Plan that were forfeited or terminated after April 21, 2006, (3) 210,000 shares approved by CRA's shareholders in 2008, (4) 1,464,000 shares approved by CRA's shareholders in 2010, and (5) the 2,500,000 shares approved by CRA's shareholders in 2012 reduced by the 800,000 shares cancelled by CRA's Board of Directors on April 22, 2016, as reported in the current report on Form 8-K that CRA filed on April 27, 2016. The shares available for grant under the 2006 Equity Plan as of December 31, 2016 was 60,221. 1998 Option Plan. With the adoption of the 2006 Equity Incentive Plan in 2006, CRA stopped granting awards under the 1998 Option Plan, and, as of December 31, 2016, there were no awards outstanding under the 1998 Option Plan. 2009 Nonqualified Inducement Stock Option Plan. CRA adopted its 2009 Nonqualified Inducement Stock Option Plan in 2009 (the "2009 Option Plan"). As of December 31, 2016, there were no shares available for grant, and no outstanding awards, under the 2009 Option Plan. Stock Options. A summary of option activity during fiscal 2016 from the 2006 Equity Plan, the 2009 Option Plan and the 1998 Option Plan is as follows. The awards granted under the 2009 Option Plan and 1998 Option Plan that were outstanding at any point during fiscal 2016 all expired prior to December 31, 2016 and, as noted above, no awards were granted under the 2009 Option Plan or the 1998 Option Plan during fiscal 2016. Accordingly, all of the stock options outstanding as of December 31, 2016 were granted under the 2006 Equity Plan. Options Weighted Weighted Average Aggregate (in thousands) Outstanding at January 2, 2016 $ Fiscal 2016: Granted Exercised ) $ Expired ) Forfeited — — Outstanding at December 31, 2016 $ Options exercisable at December 31, 2016 $ $ Vested or expected to vest at December 31, 2016 $ $ The weighted average fair market value using the Black-Scholes option-pricing model of the stock options granted under the 2006 Equity Incentive Plan in fiscal 2016, fiscal 2015 and fiscal 2014 was $9.93, $7.37 and $12.24, respectively. The fair market value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions: 2016 2015 2014 Risk-free interest rate % % % Expected volatility % % % Expected dividend yield % — — Forfeiture rate % % % Weighted average expected life (in years) The risk-free interest rate is based on U.S. Treasury interest rates with corresponding terms consistent with the expected life of the stock options. Expected volatility and expected life are based on CRA's historical experience. Expected dividend yield was determined based on our annualized dividend rate per share, as a percentage of average market price of the common stock, on each dividend payment date. The forfeiture rate used was based upon historical experience. CRA believes its historical experience is an appropriate indicator of future forfeitures. The aggregate intrinsic value of stock options exercised in fiscal 2016, fiscal 2015, and fiscal 2014 was approximately $0.7 million, $0.1 million, and $0.1 million, respectively. The following table summarizes stock options outstanding and stock options exercisable under the 2006 Equity Plan as of December 31, 2016: Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted- Weighted- Number Weighted- Weighted- $16.12 - 21.48 $ $ $21.49 - 26.86 $26.87 - 32.23 Total $ $ The following table provides a roll-forward of the outstanding stock options under the 2006 Equity Incentive Plan over fiscal 2016: Options Number of Weighted-Average Non-vested at January 2, 2016 $ Granted Vested ) Forfeited — — Non-vested at December 31, 2016 $ The total fair value of stock options that vested during fiscal 2016, fiscal 2015, and fiscal 2014 was $1.5 million, $1.5 million, and $1.4 million, respectively. As of December 31, 2016, there was $3.0 million of total unrecognized compensation cost, net of expected forfeitures, related to non-vested stock options granted. That cost is expected to be recognized over a weighted-average period of 2.4 years. Restricted Stock. CRA grants shares of restricted stock, which are subject to the execution of a restricted stock agreement, under its 2006 Equity Incentive Plan. Generally, shares of restricted stock vest in four equal annual installments beginning on the first anniversary of the date of grant. Total unrecognized compensation cost, net of expected forfeitures, related to shares of restricted stock as of December 31, 2016 was $1.0 million, which is expected to be recognized over a weighted-average period of 2.6 years. The forfeiture rate of 1.2% used for shares of restricted stock was based upon historical experience. CRA believes its historical experience is an appropriate indicator of future forfeitures. The following table provides a roll-forward of the shares of restricted stock under the 2006 Equity Incentive Plan over fiscal 2016: Shares of Restricted Stock Number of Weighted-Average Non-vested at January 2, 2016 $ Granted Vested ) Forfeited — — Non-vested at December 31, 2016 $ The total fair value of shares of restricted stock that vested during fiscal 2016, fiscal 2015, and fiscal 2014 was $0.6 million, $0.6 million, and $0.6 million, respectively. Time-Vesting RSUs. CRA grants time-vesting restricted stock units, which are subject to the execution of a restricted stock unit agreement, under its 2006 Equity Incentive Plan. Generally, time-vesting restricted stock units vest in four equal annual installments beginning on the first anniversary of the date of grant. Total unrecognized compensation cost, net of expected forfeitures, related to time-vesting restricted stock units as of December 31, 2016 was $4.1 million, which is expected to be recognized over a weighted-average period of 2.4 years. The forfeiture rate of 1.2% used for time-vesting restricted stock units was based upon historical experience. CRA believes its historical experience is an appropriate indicator of future forfeitures. The following table provides a roll-forward of the time-vesting restricted stock units under the 2006 Equity Incentive Plan over fiscal 2016: Time-Vesting Number of Weighted-Average Non-vested at January 2, 2016 $ Granted Vested ) Forfeited — — Non-vested at December 31, 2016 $ The total fair value of time-vesting restricted stock units that vested during fiscal 2016, fiscal 2015, and fiscal 2014 was $1.9 million, $1.8 million, and $1.5 million, respectively. Performance-Vesting RSUs. CRA grants performance-vesting restricted stock units ("PRSUs"), which are subject to the execution of a restricted stock unit agreement, under its 2006 Equity Incentive Plan. Generally, achievement of performance measures for PRSUs are based on a two year performance period, after which the units determined based on this achievement will vest three-fourths in the first year following the performance period and one-fourth on the fourth anniversary of the date of grant. The number of units determined based on the achievement of a PRSUs performance measures generally ranges from 50% to 125% of the PRSU's target number of units. In accordance with ASC Topic 718, for PRSUs awarded to employees, CRA estimates share-based compensation cost at the grant date based on the fair value of the award and recognizes the cost over the requisite service period using the graded acceleration method. The following table provides a roll-forward of the performance-vesting restricted stock units under the 2006 Equity Incentive Plan over fiscal 2014, fiscal 2015 and fiscal 2016. For purposes of this table, granted PRSUs are counted based on the maximum number of units that could vest upon achievement of the PRSUs' performance conditions which, for all periods presented, equaled 125% of the PRSU's target number of units. Performance- Number of Units Non-vested at December 28, 2013 Granted Vested ) Forfeited ) Non-vested at January 3, 2015 Granted Vested — Forfeited ) Non-vested at January 2, 2016 Granted Vested ) Forfeited ) Non-vested at December 31, 2016 1998 ESPP. In fiscal 1998, CRA adopted the 1998 ESPP, a tax-qualified plan under Section 423 of the Internal Revenue Code. The 1998 ESPP authorizes the issuance of up to an aggregate of 243,000 shares of common stock to participating employees at a purchase price equal to 85% of fair market value on either the first or the last day of the one-year offering period under the plan. In fiscal 2016, fiscal 2015, and fiscal 2014, there were no offering periods under this plan and no shares were issued. As of December 31, 2016, 211,777 shares are available for grant under the 1998 ESPP. Other Equity Matters. During fiscal 2016, CRA modified an award through an acceleration of the vesting schedule for a director in connection with his retirement. The modification resulted in total additional compensation cost of $0.1 million. |
Business Segment and Geographic
Business Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Business Segment and Geographic Information | |
Business Segment and Geographic Information | 11. Business Segment and Geographic Information In fiscal 2016 and 2015, CRA operated in two business segments, which were consulting services and GNU. Subsequent to the sale of GNU's business assets on April 13, 2016, CRA operated in one business segment, which was consulting services. GNU's financial information is included below and is immaterial to the overall consolidated financial statements. Revenue and long-lived assets by country, based on the physical location of the operation to which the revenues or the assets relate, are as follows (in thousands): Fiscal Fiscal Fiscal 2016 2015 2014 Revenue: United States $ $ $ United Kingdom Other Total foreign $ $ $ December 31, January 2, Long-lived assets (property and equipment, net): United States $ $ United Kingdom Other Total foreign $ $ |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The components of income before provision for income taxes are as follows (in thousands): 2016 2015 2014 Income before provision for income taxes: U.S. $ $ $ Foreign Total $ $ $ The provision (benefit) for income taxes consists of the following (in thousands): Fiscal Year Fiscal Year Fiscal Year 2016 2015 2014 Currently payable: Federal $ ) $ $ Foreign State ) ) Deferred: Federal ) ) Foreign ) ) State ) $ $ ) $ ) $ $ $ A reconciliation of CRA's tax rates with the federal statutory rate is as follows: Fiscal Year Fiscal Year Fiscal Year 2016 2015 2014 Federal statutory rate % % % State income taxes, net of federal income tax benefit Tax law changes ) — — Losses benefited ) ) ) Losses not benefited — Foreign rate differential ) ) Foreign tax credit ) — — Uncertain tax positions ) Nondeductible/nontaxable items Prior period adjustments ) ) Change in valuation allowance ) ) GNU goodwill impairment — — GNU capital gain upon distribution — — GNU tax provision (benefit) ) Other ) — — % % % The components of CRA's deferred tax assets (liabilities) are as follows (in thousands): December 31, January 2, Deferred tax assets: Accrued compensation and related expense $ $ Allowance for doubtful accounts Net operating loss carryforwards Accrued expenses and other Total gross deferred tax assets Less: valuation allowance ) ) Total deferred tax assets net of valuation allowance Deferred tax liabilities: Goodwill and other intangible asset amortization GNU capital gain upon distribution — Property and equipment Tax basis in excess of financial basis of convertible debentures Total deferred tax liabilities Net deferred tax assets $ $ The net change in the total valuation allowance for fiscal 2016 was a decrease of approximately $1.3 million compared to fiscal 2015. The $1.3 million net decrease is comprised primarily of benefits realized for the use of net operating loss carryforwards related to current year taxable income. At December 31, 2016, CRA had U.S. state and foreign net operating losses of $2.1 million and $1.7 million, respectively. The U.S. state net operating losses have lives between 10 and 20 years and begin to expire in 2026. Of the $2.1 million of state net operating losses, $0.7 million relate to excess tax benefits that have been excluded from the above table. The benefit of these state net operating losses will be recognized as an adjustment to retained earnings as of the beginning of fiscal 2017, coinciding with the Company's adoption of ASU 2016-09, Improvements to Employee Share Based Payment Accounting, which amends ASC 718, Compensation—Stock Compensation. Under the new guidance, excess tax benefits that were not previously recognized because the related tax deduction had not reduced current taxes payable are to be recorded on a modified retrospective basis through a cumulative effect adjustment to retained earnings as of the beginning of the period in which the new guidance is adopted. The foreign operating losses have an indefinite life, except for $0.03 million that will begin to expire in fiscal 2017. GNU has federal and state net operating losses of $7.6 million and $2.5 million, respectively, which are subject to a full valuation allowance and begin to expire in 2017. GNU files separate tax returns and none of its losses are available to offset CRA's consolidated taxable income. The aggregate changes in the balances of gross unrecognized tax benefits were as follows (in thousands): December 31, January 2, Balance at beginning of period $ $ Reductions for tax positions taken during prior years ) — Additions for tax positions taken during the current year Settlements with tax authorities ) ) Balance at end of the period $ $ CRA files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. A number of years may elapse before an uncertain tax position, for which CRA has unrecognized tax benefits, is audited and finally resolved. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, CRA believes that its unrecognized tax benefits reflect the most likely outcome. CRA adjusts these unrecognized tax benefits, and the associated interest, in light of changing facts and circumstances. At the end of fiscal 2016, CRA had $121,000 of interest accrued on its unrecognized tax benefit balance for a total unrecognized tax benefit balance on the balance sheet of $1,180,000. Of the total unrecognized tax benefit balance, $97,000 is offset by a future tax deduction when recognized. CRA reported $20,000 of interest and penalties related to unrecognized tax benefits in income tax expense during fiscal 2016 as compared to $18,000 during fiscal 2015. Settlement of any particular position could require the use of cash. Of the total $1,059,000 balance at the end of fiscal 2016, a favorable resolution would result in $874,000 being recognized as a reduction to the effective income tax rate in the period of resolution. It is reasonably likely that $74,000 of gross unrecognized tax benefits will reverse within the next twelve months. The number of years with open tax audits varies depending on the tax jurisdiction. CRA's major taxing jurisdiction is the United States where CRA is no longer subject to U.S. federal examinations by the Internal Revenue Service for years before fiscal 2012. Within the significant states where CRA is subject to income tax, CRA is no longer subject to examinations by state taxing authorities before fiscal 2012. CRA's United Kingdom subsidiary's corporate tax returns are no longer subject to examination by Her Majesty's Revenue and Customs for fiscal years before fiscal 2013. During this fiscal year, 2016, examination by the Internal Revenue Service for fiscal 2014 has commenced. CRA believes its reserves for uncertain tax positions are adequate. CRA has not provided for deferred income taxes or foreign withholding taxes on undistributed earnings from its foreign subsidiaries of approximately $4.0 million as of December 31, 2016 because such earnings are considered to be indefinitely reinvested. CRA does not rely on these unremitted earnings as a source of funds for its domestic business as it expects to have sufficient cash flow in the U.S. to fund its U.S. operational and strategic needs. If CRA were to repatriate its foreign earnings that are indefinitely reinvested, it would accrue substantially no additional tax expense. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related-Party Transactions | |
Related-Party Transactions | 13. Related-Party Transactions CRA made payments to shareholders of CRA who performed consulting services exclusively for CRA in the amounts of $9.4 million, $11.6 million, and $10.2 million in fiscal 2016, fiscal 2015, and fiscal 2014, respectively. These payments were to exclusive non-employee experts for consulting services performed for CRA's clients in the ordinary course of business. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | 14. Commitments and Contingencies Operating Lease Commitments At December 31, 2016, CRA had the following minimum rental commitments for office space and equipment leases, all of which are under non-cancelable operating leases (in thousands): Fiscal Year Rental 2017 $ 2018 2019 2020 2021 Thereafter $ Certain office leases contain renewal options that CRA may exercise at its discretion, which were not included in the amounts above. Rent expense was approximately $10.4 million, $11.6 million, and $10.0 million in fiscal 2016, fiscal 2015, and fiscal 2014, respectively. On February 24, 2014, CRA entered into an agreement to lease 57,602 square feet of office space in Boston, Massachusetts. The lease commenced on February 1, 2015 and is set to expire on July 31, 2025. Subject to certain conditions, the lease will be extendible for two five-year periods. The annual base rent under the lease is approximately $2.4 million for the first lease year, and is subject to annual increases of approximately 2% per annum. The performance of CRA's obligations under the lease is secured by a $1.0 million letter of credit. On February 24, 2015, CRA signed a first amendment to lease additional office space of 10,057 square feet for a total of 67,659 square feet. The lease commenced on June 15, 2015 and is set to expire on June 30, 2020. Subject to certain conditions, the lease will be extendible for one three-year period. The annual fixed rent under the lease is approximately $0.5 million. The original lease included a tenant improvement allowance of approximately $4.8 million, as well as a rent abatement of approximately $1.2 million. On November 29, 1999, CRA entered into an agreement to lease 44,932 square feet of office space in Washington, D.C. The lease commenced on May 1, 2000 and was set to expire on February 28, 2011. The original annual base rent was approximately $1.4 million for the first year, and subject to annual increases of approximately 2% per annum. Subsequent to entering into the lease, the original lease has had six amendments with the last being signed on July 11, 2016. The amendment consists of an additional 6,366 square feet, is set to expire on December 31, 2027, and has an annual base rent of approximately $0.3 million for the first year, subject to increases of 2.25% per annum. The amended and restated addendum includes a tenant improvement allowance of approximately $0.5 million and a rent abatement of approximately $0.2 million. The performance of CRA's obligations under the lease is secured by a $0.2 million letter of credit. On July 15, 2015, CRA entered into an agreement to lease 25,261 square feet of office space in New York, New York. The lease commenced on August 1, 2015 with a rent commencement date of June 1, 2016. The lease will expire on May 31, 2026 and, subject to certain conditions, will be extendible for one five-year period. The annual base rent under the lease is approximately $1.8 million per annum for the first five years of the lease's base term, and is subject to increase to $2.0 million per annum during the remainder of the lease's base term. The lease includes a ten month base rent abatement period from lease commencement to rent commencement date for a total abatement of approximately $1.5 million. In addition, the lease includes a tenant improvement allowance of approximately $2.1 million. The performance of CRA's obligations under the lease is secured by a $0.9 million letter of credit. On February 14, 2008, CRA entered into an agreement to lease 36,570 square feet of office space in Chicago, Illinois. The lease commenced on April 1, 2008 with a rent commencement date of August 1, 2008. The lease will expire on July 31, 2018. The annual base rent under the lease was approximately $1.0 million in fiscal year 2015 and is subject to 2.5% increases per annum during the remainder of the lease's term. The lease included an eight month rent abatement period from rent commencement date to March 31, 2009 for a total abatement of approximately $0.6 million. In addition, the lease included a tenant improvement allowance of approximately $2.4 million. On October 26, 2006, CRA entered into an agreement to lease 32,168 square feet of office space in London, UK for the 24 th , 25, and 26 th floors. The leases commenced on March 1, 2007 for the 25 th and 26 th floors and November 1, 2007 for the 24 th floor. The 24 th floor lease terminated on June 30, 2012. The 25 th and 26 th floor terminated on October 2, 2016. In 2015, the base rent was approximately £1.2 million. On May 20, 2016, CRA entered into an agreement to lease 23,035 square feet of office space in London, UK for the 4 th and ground floors. The leases for both floors expire on May 19, 2031. The initial base rent for the two floors is approximately £1.6 million per year, and is subject to increase every five years, based on rental market conditions at that time. At the end of the leases, CRA will be responsible to return the vacated floors to original condition at CRA's expense. Other CRA is party to standby letters of credit with its bank in support of the minimum future lease payments under leases for permanent office space and bonds required per the terms of certain project proposals and contracts amounting to $2.2 million as of December 31, 2016. Contingencies CRA's contingent consideration obligation relating to a previous acquisition amounted to $0.5 million and $0.8 million at December 31, 2016 and January 2, 2016, respectively. The amount of this obligation is computed based on the likelihood of achieving certain forecasted revenues over the contractual measurement period. The liability is re-measured on a quarterly basis. CRA is subject to legal actions arising in the ordinary course of business. In management's opinion, CRA believes it has adequate legal defenses and/or insurance coverage with respect to the eventuality of such actions. CRA does not believe any settlement or judgment relating to any pending legal action would materially affect its financial position or results of operations. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data (Unaudited) | |
Quarterly Financial Data (Unaudited) | 15. Quarterly Financial Data (Unaudited) Quarter Ended April 2, July 2, October 1, December 31, (In thousands, except per share data) Revenues $ $ $ $ Gross profit Income from operations Income before provision for income taxes Net income Net (income) loss attributable to noncontrolling interest, net of tax ) ) Net income attributable to CRA International, Inc. $ $ $ $ Basic net income per share $ $ $ $ Diluted net income per share $ $ $ $ Weighted average number of shares outstanding: Basic Diluted Quarter Ended April 4, July 4, October 3, January 2, (In thousands, except per share data) Revenues $ $ $ $ Gross profit Income (loss) from operations ) Income (loss) before provision for income taxes ) Net income (loss) ) Net (income) loss attributable to noncontrolling interest, net of tax ) Net income (loss) attributable to CRA International, Inc. $ $ $ $ ) Basic net income (loss) per share $ $ $ $ ) Diluted net income (loss) per share $ $ $ $ ) Weighted average number of shares outstanding: Basic Diluted Total net income (loss) per share was computed using the two-class method earnings allocation formula when there were earnings to distribute to participating securities in a given quarter. In those quarters above that include a net loss for the quarter, the two-class method would not apply. As such, the aggregate net income (loss) per share for fiscal 2015 as a whole would not agree in the aggregate with the quarterly information presented above. During the fourth quarter of fiscal 2015, GNU incurred an impairment loss of $4.5 million. After considering taxes and allocation of net losses to noncontrolling interest, the net charge amounted to $1.6 million. During the fourth quarter of fiscal 2015, CRA identified a prior period error, relating to client reimbursable revenue and expenses, and recorded an adjustment of $0.7 million to revenue and $0.3 million to pre-tax income to correct this error. CRA concluded that this error was not material to its prior reporting periods. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events | |
Subsequent Events | 16. Subsequent Events On January 30, 2017, CRA acquired substantially all of the business assets and assumed certain liabilities of C1 Consulting, LLC and its wholly owned Swiss subsidiary, C1 Associates GmbH. With this acquisition CRA welcomed 86 new colleagues and provided CRA with new offices in San Francisco, California; Summit, New Jersey; and Lucerne, Switzerland, and added staff to CRA's Boston and New York City locations. The transaction was paid for with a combination of cash and shares of CRA common stock. Depending on the achievement of certain milestones, CRA may pay additional consideration. The fair value of the assets acquired and the liabilities assumed as part of the acquisition will be finalized as we receive other information relevant to the acquisition and complete our analysis of other transaction-related costs. The acquisition will be accounted for under the purchase method of accounting, and the results of operations will be included in the Company's statements of operations from the date of acquisition. On February 2, 2017, the Compensation Committee of the Board of Directors approved the Long-Term Incentive Plan for 2017 and related grants. The 2017 LTIP provides participants with a mixture of time-vested restricted stock units, time-vested cash awards and/or performance-based cash awards. On February 15, 2017, CRA entered into an agreement to lease 5,578 square feet of office space in Toronto, Ontario, Canada. The lease will commence on November 1, 2017 and is set to expire on October 31, 2027. The annual base rent is approximately $0.1 million for the first lease year, and is subject to annual increases of approximately 2% per annum. On February 16, 2017, CRA's Board of Directors declared a quarterly cash dividend of $0.14 per common share, payable on March 17, 2017 to shareholders of record as of February 27, 2017. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |
Fiscal Year | Fiscal Year CRA's fiscal year end is the Saturday nearest December 31 of each year. CRA's fiscal years periodically contain 53 weeks rather than 52 weeks. Fiscal 2016 and 2015 were 52-week years and fiscal 2014 was a 53-week year. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of CRA and its wholly owned subsidiaries. In addition, as more fully explained below, the consolidated financial statements include CRA's interest in NeuCo, Inc. Effective April 13, 2016, NeuCo's name was changed to GNU123 Liquidating Corporation ("GNU") in connection with the sale of its assets described below. All significant intercompany transactions and accounts have been eliminated in consolidation. |
GNU Interest | GNU Interest GNU developed and marketed a family of neural network software tools and complementary application consulting services that are currently focused on electric utilities. CRA's ownership interest in GNU was 55.89% for all periods presented. GNU's financial results have been consolidated with CRA, and the portion of GNU's results allocable to its other owners is shown as "noncontrolling interest." GNU's reporting schedule is based on calendar month-ends, but its fiscal year end is the last Saturday of November. CRA's results could include a few days reporting lag between CRA's year end and the most recent financial statements available from GNU. CRA does not believe that the reporting lag will have a significant impact on CRA's consolidated income statements or financial condition. On January 8, 2015, GNU entered into an agreement to settle a note payable of approximately $1.0 million in exchange for aggregate payments of $0.4 million. GNU recorded a gain on the extinguishment of this debt in the first quarter of fiscal 2015 of approximately $0.6 million. Under the settlement order, the scheduled payments were all made as of February 16, 2016. On April 13, 2016, a buyer acquired substantially all of the business assets and assumed substantially all of the liabilities of GNU for a purchase price of $1.35 million. Of this amount, $1.1 million was received at closing, with the remaining $0.25 million payable on or after April 13, 2017, subject to contingencies, as outlined in the asset purchase agreement. GNU recognized a gain on sale of its business assets of $3.8 million during the second quarter of fiscal 2016, of which $2.1 million is attributed to CRA. GNU's revenues, which are comprised of software sales and maintenance service revenue, included in our consolidated statements of operations for fiscal 2016, fiscal 2015, and fiscal 2014 totaled approximately $0.8 million, $3.8 million, and $4.8 million, respectively. GNU's total net income (loss) included in our consolidated statements of operations for fiscal 2016, fiscal 2015, and fiscal 2014 was approximately $3.0 million, ($3.0) million, and ($0.5) million, respectively. GNU's net income (loss), net of amounts allocable to its other owners, included in our consolidated statements of operations for fiscal 2016, fiscal 2015, and fiscal 2014 was approximately $1.7 million, $1.3 million, and $0.2 million, respectively. In accordance with ASC Topic 350, "Intangibles—Goodwill and Other," goodwill and intangible assets with indefinite lives are monitored 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. During the fourth quarter of fiscal 2015 it was determined that GNU's net book value exceeded its fair value of equity. Therefore, it was required to perform a step two goodwill impairment test, which resulted in an impairment charge of $4.5 million in that quarter. |
Estimates | Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United State of America ("U.S. GAAP") requires management to make significant estimates and judgments that affect the reported amounts of assets and liabilities, as well as the related disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of consolidated revenues and expenses during the reporting period. Estimates in these consolidated financial statements include, but are not limited to, allowances for accounts receivable and unbilled services, 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. |
Revenue Recognition | 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. These engagements generally last three to six months, although some of CRA's engagements can be much longer in duration. CRA recognizes substantially all of its revenues under written service contracts with its clients when the fee is fixed or determinable, as the services are provided, and only in those situations where collection from the client is reasonably assured and sufficient contractual documentation has been obtained. In certain cases CRA provides services to its clients without sufficient contractual documentation, or fees are tied to performance-based criteria, which require CRA to defer revenue in accordance with U.S. GAAP. In these cases, these amounts are fully reserved until all criteria for recognizing revenue are met. 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 the 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 as 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 non-employee experts. The proportional performance method is used for fixed-price contracts because reasonably dependable estimates of the revenues and costs applicable to various stages of a contract can be made, based on historical experience and the terms set forth in the contract, and are indicative of the level of benefit provided to CRA's clients. Fixed-price contracts generally convert to time-and-materials contracts in the event the contract terminates. CRA's management maintains contact with project managers to discuss the status of the projects and, for fixed-price engagements, management is updated on the budgeted costs and resources required to complete the project. These budgets are then used to calculate revenue recognition and to estimate the anticipated income or loss on the project. Occasionally, CRA has been required to commit unanticipated additional resources to complete projects, which has resulted in lower than anticipated income or losses on those contracts. CRA may experience similar situations in the future. Provisions for estimated losses on contracts are made during the period in which such losses become probable and can be reasonably estimated. To date, such losses have not been significant. Revenues also include reimbursable expenses, which include reimbursements for travel and other out-of-pocket expenses, outside consultants, and other reimbursable expenses. CRA recovers approximately 90% of its out-of-pocket expenses, outside consultants, and other related expenses in performance of its services. The following expenses are subject to reimbursement (in thousands): Year Ended Year Ended Year Ended December 31, January 2, January 3, Reimbursable expenses $ $ $ CRA's revenues include projects secured by its non-employee experts as well as projects secured by its employees. CRA recognizes all project revenue on a gross basis based on the consideration of the criteria set forth in Accounting Standards Codification ("ASC") Topic 605-45, Principal Agent Considerations . CRA maintains accounts receivable allowances for estimated losses and disputed amounts resulting from clients' failure to make required payments. CRA bases its estimates on historical collection experience, current trends, and credit policy. In determining these estimates, CRA examines historical write-offs of its receivables and reviews client accounts to identify any specific customer collection issues. If the financial condition of CRA's customers were to deteriorate or disputes were to arise regarding the services provided, resulting in an impairment of their ability or intent to make payment, additional allowances may be required. Unbilled services represent revenue recognized by CRA for services performed but not yet billed to the client. Deferred revenue represents amounts billed or collected in advance of services rendered. 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 . |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist principally of money market funds with maturities of three months or less when purchased and are held at net asset value, which approximates fair value. As of December 31, 2016, 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 its cash on deposit is fully liquid. CRA continually monitors the credit ratings of the institution. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement), then priority to quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market (Level 2 measurement), then the lowest priority to unobservable inputs (Level 3 measurement). The following table shows CRA's financial instruments as of December 31, 2016 and January 2, 2016 that are measured and recorded in the consolidated financial statements at fair value on a recurring basis (in thousands): December 31, 2016 Quoted Prices in Significant Significant Level 1 Level 2 Level 3 Assets: Money market funds $ $ — $ — Total Assets $ $ — $ — Liabilities: Contingent acquisition liability $ — $ — $ Total Liabilities $ — $ — $ January 2, 2016 Quoted Prices in Significant Significant Level 1 Level 2 Level 3 Assets: Money market funds $ $ — $ — Total Assets $ $ — $ — Liabilities: Contingent acquisition liability $ — $ — $ Total Liabilities $ — $ — $ The fair values of CRA's money market funds are based on quotes received from third-party banks. The contingent acquisition liability in the table above is for estimated future contingent consideration payments related to a prior acquisition. The fair value measurement of this liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. The significant unobservable inputs used in the fair value measurements of this contingent acquisition liability are CRA's measures of the estimated payouts based on internally generated financial projections and discount rates. The fair value of the contingent acquisition liability is reassessed on a quarterly basis by CRA using additional information as it becomes available and any change in the fair value estimate is recorded in the earnings of that period. CRA's financial instruments, including cash, accounts receivable, loans and advances to employees and non-employee experts, accounts payable, and accrued expenses, are carried at cost, which approximates their fair value because of the short-term maturity of these instruments or because their stated interest rates are indicative of market interest rates. |
Goodwill | Goodwill In accordance with ASC Topic 350, "Intangibles—Goodwill and Other" ("ASC Topic 350"), goodwill and intangible assets with indefinite lives are not subject to amortization, but are monitored annually as of October 15th 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 fiscal 2016 goodwill impairment analysis, it operates under one reporting unit, which is its consulting services. Prior to April 13, 2016, CRA operated under two reporting units, which were its consulting services and GNU. Under ASC Topic 350, in performing the first step of the goodwill impairment testing and measurement process, CRA compares the estimated value of each of its reporting units to its net book value to identify potential impairment. CRA estimates the fair value of its consulting business utilizing its market capitalization, plus an appropriate control premium, less, prior to fiscal 2016, the estimated fair value of GNU. Market capitalization is determined by multiplying CRA's shares outstanding on the test date by the market price of its common stock on that date. CRA determines the control premium utilizing data from publicly available premium studies for the trailing four quarters for public company transactions in its industry group. If the estimated fair value of a reporting unit is less than its net book value, the second step is performed to determine if goodwill is impaired. If through the impairment evaluation process a reporting unit determines that goodwill has been impaired, an impairment charge would be recorded in CRA's consolidated income statement. The re-measurement of a reporting unit's fair value and that of its underlying assets and liabilities is classified as a Level 3 fair value assessment due to the significance of unobservable inputs developed using specific information from the reporting units. The fair value adjustment to goodwill, which resulted in GNU's impairment charge in the fourth quarter of fiscal 2015, was computed as the difference between its fair value and the fair value of its underlying assets and liabilities. The unobservable inputs used to determine the fair value of the underlying assets and liabilities were based on our specific information such as estimates of revenue and cost growth rates, profit margins, discount rates, and cost estimated. See note 3, "Goodwill and Intangible Assets," for further details. |
Intangible Assets | Intangible Assets Intangible assets that are separable from goodwill and have determinable useful lives are valued separately and amortized over their estimated useful lives. Intangible assets consist of non-competition agreements, customer relationships, customer lists, developed technology, and trademarks, all of which are amortized on a straight-line basis over their remaining useful lives of four to ten years. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method based on the estimated useful lives of three years for computer equipment, three to ten years for computer software, and ten years for furniture and fixtures. Amortization of leasehold improvements is calculated using the straight-line method over the shorter of the lease term or the estimated useful life of the leasehold improvements. Expenditures for maintenance and repairs are expensed as incurred. Expenditures for renewals and betterments are capitalized. |
Leases and Deferred Rent | Leases and Deferred Rent CRA leases all of its office space. Leases are evaluated and classified as operating or capital leases for financial reporting purposes. For leases that contain rent escalations and rent holidays, CRA records the total rent payable during the lease term, as determined above, on a straight-line basis over the term of the lease and records the difference between the rents paid and the straight-line rent as deferred rent. Additionally, any tenant improvement allowances received from the lessor are recorded as a reduction to rent expense. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets CRA reviews the carrying value of its long-lived assets (primarily property and equipment and intangible assets) to assess the recoverability of these assets whenever events or circumstances indicate that impairment may have occurred. Factors CRA considers important that could trigger an impairment review include the following: · a significant underperformance relative to expected historical or projected future operating results; · a significant change in the manner of CRA's use of the acquired asset or the strategy for CRA's overall business; and · a significant negative industry or economic trend. If CRA determines that an impairment review is required, CRA would review the expected future undiscounted cash flows to be generated by the assets or asset groups. If CRA determines that the carrying value of long-lived assets or asset groups may not be recoverable, CRA would measure any impairment based on a projected discounted cash flow method using a discount rate determined by CRA to be commensurate with the risk inherent in CRA's current business model. If impairment is indicated through this review, the carrying amount of the assets would be reduced to their estimated fair value. |
Concentration of Credit Risk | Concentration of Credit Risk CRA's billed and unbilled receivables consist of receivables from a broad range of clients in a variety of industries located throughout the U.S. and in other countries. CRA performs a credit evaluation of its clients to minimize its collectability risk. Periodically, CRA will require advance payment from certain clients. However, CRA does not require collateral or other security. CRA maintains accounts receivable allowances for estimated losses and disputed amounts resulting from clients' failures to make required payments. CRA bases its estimates on historical collection experience, current trends, and credit policy. In determining these estimates, CRA examines historical write-offs of its receivables and reviews client accounts to identify any specific customer collection issues. If the financial condition of any of CRA's customers were to deteriorate or any dispute regarding CRA's services provided were to arise, resulting in an impairment of their ability or intent to make payment, additional allowances may be required. A rollforward of the accounts receivable allowances is as follows (in thousands): Fiscal Fiscal 2016 2015 Balance at beginning of period $ $ Increases to reserves Amounts written off ) ) Effects of foreign currency translation — ) Balance at end of period $ $ A rollforward of the unbilled receivables allowances is as follows (in thousands): Fiscal Fiscal 2016 2015 Balance at beginning of period $ $ Increases to reserves Amounts written off ) ) Balance at end of period $ $ Amounts deemed uncollectible are recorded as a reduction to revenues. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share CRA computes basic net income or loss per share by dividing net income or loss by the weighted-average number of shares outstanding. CRA computes diluted net income or loss per share by dividing net income or loss by the sum of the weighted-average number of shares determined from the basic earnings per common share computation and the number of common stock equivalents that would have a dilutive effect. To the extent that there is a net loss, CRA assumes all common stock equivalents to be anti-dilutive, and they are excluded from diluted weighted-average shares outstanding. CRA determines common stock equivalent shares outstanding in accordance with the treasury stock method. In those years in which CRA has both net income and participating securities, CRA computes basic net income per share utilizing the two-class method earnings allocation formula to determine earnings per share for each class of stock according to dividends and participation rights in undistributed earnings. Under the two-class method, basic earnings per common share is computed by dividing net earnings allocated to common stock by the weighted-average number of common shares outstanding. CRA's participating securities consist of unvested share-based payment awards that contain a nonforfeitable right to receive dividends. |
Share-Based Compensation | Share-Based Compensation CRA accounts for equity-based compensation using a fair value based recognition method. Under the fair value recognition requirements of ASC Topic 718, "Compensation-Stock Compensation" ("ASC Topic 718"), share-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. The amount of share-based compensation expense recognized at any date must at least equal the portion of grant date value of the award that is vested at that date. In accordance with ASC Topic 718, for performance-vesting restricted stock units awarded to employees, CRA estimates share-based compensation cost at the grant date based on the fair value of the award and recognizes the cost over the requisite service period on a straight line basis. For share-based awards granted to non-employee experts, CRA accounts for the compensation under variable accounting in accordance with ASC Topic 718 and ASC Topic 505-50, "Equity-Based Payments to Non-Employees" (formerly Emerging Issues Task Force 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services"), and recognizes the cost over the related vesting period. |
Deferred Compensation | Deferred Compensation CRA accounts for performance based cash awards using a prospective accrual method. Under the requirements of ASC Topic 710, "Compensation General" ("ASC Topic 710") to the extent the terms of the contract attribute all or a portion of the expected future benefits to a period of service greater than one year, the cost of those benefits are accrued over the period of the employee or non-employee's service in a systematic and rational manner. CRA has implemented a process that requires the liability to be re-evaluated on a quarterly basis. The required service period typically ranges from three to six years starting at the beginning of the awards performance measurement period. A recipient of such an award is expected to be affiliated with CRA for the entire service period. If a recipient terminates affiliation with CRA during the measurement period, the amount paid will be determined in accordance with the recipient's specific contract provisions. |
Income Taxes | Income Taxes CRA accounts for income taxes using the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and 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. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized. In addition, the calculation of CRA's tax liabilities involves dealing with uncertainties in the application of complex tax regulations in several different tax jurisdictions. CRA records liabilities for estimated tax obligations resulting in a provision for taxes that may become payable in the future in accordance with ASC Topic 740-10, "Income Taxes," which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. CRA includes accrued interest and penalties, if any, related to uncertain tax positions in income tax expense. |
Foreign Currency Translation | Foreign Currency Translation Balance sheet accounts of CRA's foreign subsidiaries are translated into U.S. dollars at year-end exchange rates and operating accounts are translated at average exchange rates for each year. The resulting translation adjustments are recorded in shareholders' equity as a component of accumulated other comprehensive income (loss). Foreign currency transactions are translated at current exchanges rates, with adjustments recorded in the statement of operations. The effect of transaction gains and losses recorded in income before provision for income taxes amounted to losses of $0.4 million, $0.6 million and $0.3 million for fiscal 2016, fiscal 2015, and fiscal 2014, respectively. |
Recent Accounting Standards | Recent Accounting Standards Leases (Topic 842) In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 establishes a comprehensive new lease accounting model. The new standard clarifies the definition of a lease, requires a dual approach to lease classification similar to current lease classifications, and causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease term of more than twelve months. The new standard is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The new standard requires a modified retrospective transition for capital or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements, but it does not require transition accounting for leases that expire prior to the date of initial application. CRA has not yet determined the effects, if any, that the adoption of ASU 2016-02 may have on its financial position, results of operations, cash flows, or disclosures. Revenue from Contracts with Customers In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"). ASU 2015-14 defers by one year the effective date of ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The deferral results in ASU 2014-09 being effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted for interim and annual periods beginning after December 15, 2016. The main provision of ASU 2014-09 is to recognize revenue when control of the goods or services transfers to the customer, as opposed to the existing guidance of recognizing revenue when the risks and rewards transfer to the customer. The standard is expected to have an impact on the amount and timing of revenue recognized and the related disclosures on the Company's financial statements. The Company will adopt ASU 2014-09 during the first quarter of 2018 and the Company expects to adopt this new standard using the modified retrospective method. The Company has not completed its assessment and has not yet determined whether the impact of the adoption of this standard on its financial position, results of operations, cash flows, or disclosures will be material. Improvements to Employee Share-Based Payment Accounting In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (" ASU 2016-09"). ASU 2016-09 establishes new classification for excess tax benefits and deficiencies relating to share based payments. In addition, the new pronouncement allows for the option of estimating awards expected to vest or accounting for forfeitures when they occur. Cash paid by employers when withholding shares for tax withholding purposes will now be classified as a financing activity. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company will adopt ASU 2016-09 in its first quarter of 2017. Currently, excess tax benefits or deficiencies from the Company's equity awards are recorded as additional paid-in capital in its Consolidated Balance Sheets. Upon adoption, the Company will record any excess tax benefits or deficiencies from its equity awards in its Consolidated Statements of Operations in the reporting periods in which vesting occurs. As a result, subsequent to adoption the Company's income tax expense and associated effective tax rate will be impacted by fluctuations in stock price between the grant dates and vesting dates of equity awards. Statement of Cash Flows (Topic 230): Restricted Cash In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). ASU 2016-18 amends ASC 230 to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. The new standard requires cash and cash equivalents balances on the statement of cash flows to include restricted cash and cash equivalent balances. ASU 2016-18 requires the registrant to provide appropriate disclosures about its accounting policies pertaining to restricted cash in accordance with GAAP. Additionally, changes in restricted cash and restricted cash equivalents that result from transfers between cash, cash equivalents, and restricted cash and restricted cash equivalents should not be presented as cash flow activities in the statement of cash flows. A registrant with a material balance of amounts generally described as restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. The new standard is effective for interim and annual periods beginning after December 15, 2017. CRA believes that the adoption of ASU 2016-18 will not have a material impact on its financial position, results of operations, cash flows, or disclosures. Business Combinations (Topic 805): Clarifying the Definition of a Business On January 5, 2017, the FASB issued a new ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01"). ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist companies and other reporting organizations with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the amendments, a business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants. For public companies, ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early application of the amendments in ASU 2017-01 is allowed for transactions of which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance; and for transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. CRA has not yet determined the effects, if any, that the adoption of ASU 2017-01 may have on the Company's financial position, results of operations, cash flows, or disclosures. Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment On January 26, 2017, the FASB issued a new ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplifies the subsequent measurement of goodwill, and eliminates Step 2 from the goodwill impairment test. Under the amendments, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The amendment also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. For public companies, ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. CRA has not yet determined the effects, if any, that the adoption of ASU 2017-04 may have on the Company's financial position, results of operations, cash flows, or disclosures. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |
Schedule of reimbursable expenses included in revenues | The following expenses are subject to reimbursement (in thousands): Year Ended Year Ended Year Ended December 31, January 2, January 3, Reimbursable expenses $ $ $ |
Schedule of financial instruments at fair value on a recurring basis | The following table shows CRA's financial instruments as of December 31, 2016 and January 2, 2016 that are measured and recorded in the consolidated financial statements at fair value on a recurring basis (in thousands): December 31, 2016 Quoted Prices in Significant Significant Level 1 Level 2 Level 3 Assets: Money market funds $ $ — $ — Total Assets $ $ — $ — Liabilities: Contingent acquisition liability $ — $ — $ Total Liabilities $ — $ — $ January 2, 2016 Quoted Prices in Significant Significant Level 1 Level 2 Level 3 Assets: Money market funds $ $ — $ — Total Assets $ $ — $ — Liabilities: Contingent acquisition liability $ — $ — $ Total Liabilities $ — $ — $ |
Schedule of rollforward of the accounts receivable allowances | A rollforward of the accounts receivable allowances is as follows (in thousands): Fiscal Fiscal 2016 2015 Balance at beginning of period $ $ Increases to reserves Amounts written off ) ) Effects of foreign currency translation — ) Balance at end of period $ $ |
Schedule of rollforward of unbilled accounts receivable allowances | A rollforward of the unbilled receivables allowances is as follows (in thousands): Fiscal Fiscal 2016 2015 Balance at beginning of period $ $ Increases to reserves Amounts written off ) ) Balance at end of period $ $ |
Forgivable Loans (Tables)
Forgivable Loans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Forgivable Loans | |
Schedule of forgivable loans activity | Forgivable loan activity for fiscal years 2016 and 2015 is as follows (in thousands): December 31, January 2, Beginning balance $ $ Advances Accruals — Repayments ) — Amortization ) ) Effects of foreign currency translation ) — Ending balance $ $ Current portion of forgivable loans $ $ Non-current portion of forgivable loans $ $ |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets | |
Schedule of change in the carrying amount of goodwill | The changes in the carrying amount of goodwill for fiscal 2016 and fiscal 2015 are as follows (in thousands): Goodwill, Accumulated Goodwill, Balance at January 2, 2016 $ $ ) $ Effect of foreign currency translation ) — ) Balance at December 31, 2016 $ $ ) $ Goodwill, Accumulated Goodwill, Balance at January 3, 2015 $ $ ) $ Goodwill adjustments related to GNU — ) ) Effect of foreign currency translation ) — ) Balance at January 2, 2016 $ $ ) $ |
Schedule of components of acquired identifiable intangible assets | The components of acquired identifiable intangible assets are as follows (in thousands): December 31, January 2, Non-competition agreements, net of accumulated amortization of $3,821 and $4,064, respectively $ $ Customer relationships, net of accumulated amortization of $5,181 and $4,598, respectively Total, net of accumulated amortization of $9,225 and $10,454, respectively $ $ |
Schedule of expected amortization of intangible assets | Amortization of intangible assets held at December 31, 2016 for the next five fiscal years is expected to be as follows (in thousands): Fiscal Year Amortization 2017 $ 2018 2019 2020 2021 $ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment | |
Schedule of property and equipment | Property and equipment consist of the following (in thousands): December 31, January 2, Computer, office equipment and software $ $ Leasehold improvements Furniture Total cost Accumulated depreciation and amortization ) ) $ $ |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Expenses | |
Schedule of accrued expenses | Accrued expenses consist of the following (in thousands): December 31, January 2, Compensation and related expenses $ $ Income taxes payable Other $ $ |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Net Income (Loss) Per Share | |
Schedule of reconciliation from net income to net income available to common shareholders | The following table presents a reconciliation from net income to the net income available to common shareholders (in thousands): Fiscal Year Fiscal Year Fiscal Year Net income, as reported $ $ $ Less: net income attributable to participating shares Net income available to common shareholders $ $ $ |
Schedule of reconciliation of basic to diluted weighted average shares of common stock outstanding | For fiscal 2016, fiscal 2015 and fiscal 2014, the following is a reconciliation of basic to diluted weighted average shares of common stock outstanding (in thousands): Fiscal Year Fiscal Year Fiscal Year Basic weighted average shares outstanding Common stock equivalents: Stock options, restricted stock shares and restricted stock units Diluted weighted average shares outstanding |
Schedule of net income per share attributable to CRA | Fiscal Year Fiscal Year Fiscal Year Basic $ $ $ Diluted $ $ $ |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share-Based Compensation | |
Summary of option activity | Options Weighted Weighted Average Aggregate (in thousands) Outstanding at January 2, 2016 $ Fiscal 2016: Granted Exercised ) $ Expired ) Forfeited — — Outstanding at December 31, 2016 $ Options exercisable at December 31, 2016 $ $ Vested or expected to vest at December 31, 2016 $ $ |
Schedule of weighted average assumptions used to estimate the fair market value of the stock options at the date of grant | 2016 2015 2014 Risk-free interest rate % % % Expected volatility % % % Expected dividend yield % — — Forfeiture rate % % % Weighted average expected life (in years) |
Summary of options outstanding and options exercisable | The following table summarizes stock options outstanding and stock options exercisable under the 2006 Equity Plan as of December 31, 2016: Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted- Weighted- Number Weighted- Weighted- $16.12 - 21.48 $ $ $21.49 - 26.86 $26.87 - 32.23 Total $ $ |
Schedule of roll-forward of the outstanding stock options | The following table provides a roll-forward of the outstanding stock options under the 2006 Equity Incentive Plan over fiscal 2016: Options Number of Weighted-Average Non-vested at January 2, 2016 $ Granted Vested ) Forfeited — — Non-vested at December 31, 2016 $ |
Schedule of roll-forward of shares of restricted stock | The following table provides a roll-forward of the shares of restricted stock under the 2006 Equity Incentive Plan over fiscal 2016: Shares of Restricted Stock Number of Weighted-Average Non-vested at January 2, 2016 $ Granted Vested ) Forfeited — — Non-vested at December 31, 2016 $ |
Schedule of roll-forward of the time-vesting restricted stock units | The following table provides a roll-forward of the time-vesting restricted stock units under the 2006 Equity Incentive Plan over fiscal 2016: Time-Vesting Number of Weighted-Average Non-vested at January 2, 2016 $ Granted Vested ) Forfeited — — Non-vested at December 31, 2016 $ |
Summary of outstanding non-vested performance-vesting restricted stock units | Performance- Number of Units Non-vested at December 28, 2013 Granted Vested ) Forfeited ) Non-vested at January 3, 2015 Granted Vested — Forfeited ) Non-vested at January 2, 2016 Granted Vested ) Forfeited ) Non-vested at December 31, 2016 |
Business Segment and Geograph32
Business Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Segment and Geographic Information | |
Schedule of revenue and long-lived assets by country, based on the physical location of the operation to which the revenues or the assets relate | Revenue and long-lived assets by country, based on the physical location of the operation to which the revenues or the assets relate, are as follows (in thousands): Fiscal Fiscal Fiscal 2016 2015 2014 Revenue: United States $ $ $ United Kingdom Other Total foreign $ $ $ December 31, January 2, Long-lived assets (property and equipment, net): United States $ $ United Kingdom Other Total foreign $ $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes | |
Schedule of components of income before provision for income taxes | The components of income before provision for income taxes are as follows (in thousands): 2016 2015 2014 Income before provision for income taxes: U.S. $ $ $ Foreign Total $ $ $ |
Schedule of components of provision (benefit) for income taxes | The provision (benefit) for income taxes consists of the following (in thousands): Fiscal Year Fiscal Year Fiscal Year 2016 2015 2014 Currently payable: Federal $ ) $ $ Foreign State ) ) Deferred: Federal ) ) Foreign ) ) State ) $ $ ) $ ) $ $ $ |
Schedule of reconciliation of tax rates with the federal statutory rate | Fiscal Year Fiscal Year Fiscal Year 2016 2015 2014 Federal statutory rate % % % State income taxes, net of federal income tax benefit Tax law changes ) — — Losses benefited ) ) ) Losses not benefited — Foreign rate differential ) ) Foreign tax credit ) — — Uncertain tax positions ) Nondeductible/nontaxable items Prior period adjustments ) ) Change in valuation allowance ) ) GNU goodwill impairment — — GNU capital gain upon distribution — — GNU tax provision (benefit) ) Other ) — — % % % |
Schedule of components of deferred tax assets (liabilities) | The components of CRA's deferred tax assets (liabilities) are as follows (in thousands): December 31, January 2, Deferred tax assets: Accrued compensation and related expense $ $ Allowance for doubtful accounts Net operating loss carryforwards Accrued expenses and other Total gross deferred tax assets Less: valuation allowance ) ) Total deferred tax assets net of valuation allowance Deferred tax liabilities: Goodwill and other intangible asset amortization GNU capital gain upon distribution — Property and equipment Tax basis in excess of financial basis of convertible debentures Total deferred tax liabilities Net deferred tax assets $ $ |
Schedule of aggregate changes in the balances of gross unrecognized tax benefits | The aggregate changes in the balances of gross unrecognized tax benefits were as follows (in thousands): December 31, January 2, Balance at beginning of period $ $ Reductions for tax positions taken during prior years ) — Additions for tax positions taken during the current year Settlements with tax authorities ) ) Balance at end of the period $ $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies | |
Schedule of minimum rental commitments for office space and equipment leases | At December 31, 2016, CRA had the following minimum rental commitments for office space and equipment leases, all of which are under non-cancelable operating leases (in thousands): Fiscal Year Rental 2017 $ 2018 2019 2020 2021 Thereafter $ |
Quarterly Financial Data (Una35
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data (Unaudited) | |
Schedule of quarterly financial data (unaudited) | Quarter Ended April 2, July 2, October 1, December 31, (In thousands, except per share data) Revenues $ $ $ $ Gross profit Income from operations Income before provision for income taxes Net income Net (income) loss attributable to noncontrolling interest, net of tax ) ) Net income attributable to CRA International, Inc. $ $ $ $ Basic net income per share $ $ $ $ Diluted net income per share $ $ $ $ Weighted average number of shares outstanding: Basic Diluted Quarter Ended April 4, July 4, October 3, January 2, (In thousands, except per share data) Revenues $ $ $ $ Gross profit Income (loss) from operations ) Income (loss) before provision for income taxes ) Net income (loss) ) Net (income) loss attributable to noncontrolling interest, net of tax ) Net income (loss) attributable to CRA International, Inc. $ $ $ $ ) Basic net income (loss) per share $ $ $ $ ) Diluted net income (loss) per share $ $ $ $ ) Weighted average number of shares outstanding: Basic Diluted |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Description and Fiscal Year (Details) - item | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Description of Business | |||
Number of broad areas of services | 2 | ||
Fiscal Year | |||
Number of weeks periodically contained in a fiscal year | 53 | ||
Number of weeks in a fiscal year | 52 | 52 | 53 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - GNU Interest (Details) - USD ($) $ in Thousands | Apr. 13, 2016 | Jan. 08, 2015 | Dec. 31, 2016 | Oct. 01, 2016 | Jul. 02, 2016 | Apr. 02, 2016 | Jan. 02, 2016 | Oct. 03, 2015 | Jul. 04, 2015 | Apr. 04, 2015 | Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | Apr. 13, 2017 |
GNU Interest | ||||||||||||||
Repayments of Notes Payable | $ 75 | $ 300 | $ 26 | |||||||||||
Gain on extinguishment of debt | 606 | |||||||||||||
Net revenue | $ 79,569 | $ 81,691 | $ 82,607 | $ 80,912 | $ 72,460 | $ 76,525 | $ 76,535 | $ 78,039 | 324,779 | 303,559 | 306,371 | |||
Net income (loss) | 2,076 | 3,151 | 6,767 | 2,239 | (2,589) | 2,813 | 3,202 | 2,899 | 14,233 | 6,325 | 13,407 | |||
Net income attributable to CRA International, Inc | $ 2,058 | $ 3,193 | 5,215 | $ 2,423 | (1,307) | $ 2,860 | $ 3,325 | 2,779 | $ 12,888 | 7,657 | 13,638 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | GNU | ||||||||||||||
Sale of GNU interest | ||||||||||||||
Purchase price receivable | $ 1,350 | |||||||||||||
Purchase price received | $ 1,100 | |||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | GNU | Future | ||||||||||||||
Sale of GNU interest | ||||||||||||||
Purchase price receivable | $ 250 | |||||||||||||
GNU | ||||||||||||||
GNU Interest | ||||||||||||||
Percentage of ownership interest held by the entity | 55.89% | |||||||||||||
Notes Payable | $ 1,000 | |||||||||||||
Repayments of Notes Payable | $ 400 | |||||||||||||
Gain on extinguishment of debt | $ 600 | |||||||||||||
Net revenue | $ 800 | 3,800 | 4,800 | |||||||||||
Net income (loss) | 3,000 | (3,000) | (500) | |||||||||||
Net income attributable to CRA International, Inc | $ 1,700 | $ 1,300 | $ 200 | |||||||||||
Goodwill and intangible asset impairment charges | $ 4,500 | |||||||||||||
GNU | Disposal Group, Disposed of by Sale, Not Discontinued Operations | GNU | ||||||||||||||
Sale of GNU interest | ||||||||||||||
Gain on sale of interest in subsidiaries | 3,800 | |||||||||||||
CRA | Disposal Group, Disposed of by Sale, Not Discontinued Operations | GNU | ||||||||||||||
Sale of GNU interest | ||||||||||||||
Gain on sale of interest in subsidiaries | $ 2,100 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Revenue recognition | |||
Out-of-pocket expenses (as a percentage) | 90.00% | ||
Reimbursable expenses | $ 34,482 | $ 33,548 | $ 36,676 |
Minimum | |||
Revenue recognition | |||
Period in which engagements are generally completed | 3 months | ||
Maximum | |||
Revenue recognition | |||
Period in which engagements are generally completed | 6 months |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Jan. 02, 2016 |
Level 3 | ||
Fair Value of Financial Instruments | ||
Contingent acquisition liability | $ 500 | $ 800 |
Recurring | Level 1 | ||
Fair Value of Financial Instruments | ||
Total Assets | 10,024 | 6,015 |
Recurring | Level 1 | Money market funds | ||
Fair Value of Financial Instruments | ||
Cash and cash equivalents | 10,024 | 6,015 |
Recurring | Level 3 | ||
Fair Value of Financial Instruments | ||
Contingent acquisition liability | 549 | 773 |
Total Liabilities | $ 549 | $ 773 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) | Apr. 12, 2016segment | Apr. 30, 2016segment | Jul. 02, 2016segment | Dec. 31, 2016segment | Dec. 31, 2016item | Jan. 02, 2016segment |
Goodwill | ||||||
Number of reporting units | segment | 2 | 2 | 2 | 1 | 2 | |
Number of trailing quarters used to determine the control premium | item | 4 | |||||
Minimum | ||||||
Intangible assets | ||||||
Remaining useful lives | 4 years | |||||
Maximum | ||||||
Intangible assets | ||||||
Remaining useful lives | 10 years |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Computer equipment | |
Property and equipment | |
Estimated useful lives | 3 years |
Computer software | Minimum | |
Property and equipment | |
Estimated useful lives | 3 years |
Computer software | Maximum | |
Property and equipment | |
Estimated useful lives | 10 years |
Furniture | |
Property and equipment | |
Estimated useful lives | 10 years |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Roll forward of the accounts receivable allowance | |||
Balance at beginning of period | $ 3,648 | ||
Increases to reserves | 666 | $ (480) | $ (2,996) |
Balance at end of period | 4,253 | 3,648 | |
Billed Revenues | |||
Roll forward of the accounts receivable allowance | |||
Balance at beginning of period | 3,648 | 4,177 | |
Increases to reserves | 2,761 | 2,361 | |
Amounts written off | (2,156) | (2,881) | |
Effects of foreign currency translation | (9) | ||
Balance at end of period | 4,253 | 3,648 | 4,177 |
Unbilled Revenues | |||
Roll forward of the accounts receivable allowance | |||
Balance at beginning of period | 2,354 | 2,233 | |
Increases to reserves | 2,102 | 2,832 | |
Amounts written off | (2,736) | (2,711) | |
Balance at end of period | $ 1,720 | $ 2,354 | $ 2,233 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Deferred Compensation (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum | |
Deferred Compensation | |
Service period | 3 years |
Maximum | |
Deferred Compensation | |
Service period | 6 years |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Foreign Currency Translation | |||
Transaction losses recorded in income before provision for income taxes | $ 0.4 | $ 0.6 | $ 0.3 |
Forgivable Loans (Details)
Forgivable Loans (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($) | Jan. 02, 2016USD ($) | |
Interest rate (as a percent) | 0.0325 | |
Amount of forgivable loan write-down or write-off | $ 0 | $ 0 |
Forgivable loans activity | ||
Beginning Balance | 44,685 | 45,356 |
Advances | 6,949 | 14,531 |
Accruals | (316) | |
Repayments | (709) | |
Amortization | (16,575) | (15,202) |
Effect of foreign currency translation | (704) | |
Ending Balance | 33,962 | 44,685 |
Current portion of forgivable loans | 5,897 | 4,402 |
Non-current portion of forgivable loans | $ 28,065 | $ 40,283 |
Minimum | ||
Term of forgivable loans or advances | 3 years | |
Maximum | ||
Term of forgivable loans or advances | 8 years |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Changes in the carrying amount of goodwill | |||
Balance at the beginning of the period, gross | $ 153,387 | $ 154,196 | |
Effect of foreign currency translation | (2,206) | (809) | |
Balance at the end of the period, gross | 151,181 | 153,387 | $ 154,196 |
Balance at the beginning of the period, Accumulated impairment losses | (76,417) | (71,893) | |
Goodwill adjustments related to GNU | (4,524) | ||
Balance at the end of the period, Accumulated impairment losses | (76,417) | (76,417) | (71,893) |
Balance at the beginning of the period, net | 76,970 | 82,303 | |
Balance at the end of the period, net | 74,764 | 76,970 | 82,303 |
Intangible assets impairment losses | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets - Acquired and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Acquired identifiable intangible assets | |||
Acquired identifiable intangible assets, net of accumulated amortization | $ 2,685 | $ 3,591 | |
Accumulated amortization | 9,225 | 10,454 | |
Amortization Expense | |||
2,017 | 812 | ||
2,018 | 787 | ||
2,019 | 542 | ||
2,020 | 488 | ||
2,021 | 56 | ||
Total | 2,685 | ||
Amortization of intangible assets | 800 | 1,000 | $ 1,400 |
Non-competition agreements | |||
Acquired identifiable intangible assets | |||
Acquired identifiable intangible assets, net of accumulated amortization | 80 | 129 | |
Accumulated amortization | 3,821 | 4,064 | |
Customer relationships | |||
Acquired identifiable intangible assets | |||
Acquired identifiable intangible assets, net of accumulated amortization | 2,605 | 3,462 | |
Accumulated amortization | $ 5,181 | $ 4,598 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Property and equipment | |||
Property and equipment, gross | $ 59,883 | $ 58,211 | |
Accumulated depreciation and amortization | (23,502) | (26,873) | |
Property and equipment, net | 36,381 | 31,338 | |
Depreciation expense, including amounts recorded in costs of services | 7,000 | 5,500 | $ 5,000 |
Computer, office equipment and software | |||
Property and equipment | |||
Property and equipment, gross | 21,779 | 21,920 | |
Leasehold improvements | |||
Property and equipment | |||
Property and equipment, gross | 29,425 | 29,361 | |
Furniture | |||
Property and equipment | |||
Property and equipment, gross | $ 8,679 | $ 6,930 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Jan. 02, 2016 |
Accrued Expenses | ||
Compensation and related expenses | $ 67,582 | $ 57,963 |
Income taxes payable | 534 | 323 |
Other | 7,165 | 6,832 |
Total | 75,281 | 65,118 |
Accrued bonuses | $ 53,900 | $ 44,900 |
Credit Agreement (Details)
Credit Agreement (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2016USD ($) | Jan. 02, 2016USD ($) | |
Revolving credit facility | ||
Senior Loan Agreement | ||
Revolving credit facility, maximum capacity | $ 125 | |
Amount of borrowings under revolving line of credit | 0 | $ 0 |
Amounts outstanding under letters of credit | $ 2.2 | |
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 | $ 22.6 | $ 6 |
Revolving credit facility | Minimum | ||
Senior Loan Agreement | ||
Commitment fee payable on the unused portion of the credit facility (as a percent) | 0.25% | |
Ratio of consolidated interest expense to consolidated EBITDA | 2.5 | |
Revolving credit facility | Maximum | ||
Senior Loan Agreement | ||
Commitment fee payable on the unused portion of the credit facility (as a percent) | 0.375% | |
Ratio of consolidated debt to consolidated EBITDA | 3 | |
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 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Employee Benefit Plans | |||
Employer contributions under 401(k) plans | $ 2.7 | $ 2.2 | $ 1.6 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Oct. 01, 2016 | Jul. 02, 2016 | Apr. 02, 2016 | Jan. 02, 2016 | Oct. 03, 2015 | Jul. 04, 2015 | Apr. 04, 2015 | Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Net income available to common shareholders | |||||||||||
Net income, as reported | $ 2,058 | $ 3,193 | $ 5,215 | $ 2,423 | $ (1,307) | $ 2,860 | $ 3,325 | $ 2,779 | $ 12,888 | $ 7,657 | $ 13,638 |
Less: net income attributable to participating shares | 95 | 59 | 20 | ||||||||
Net income available to common shareholders | $ 12,793 | $ 7,598 | $ 13,618 | ||||||||
Reconciliation of basic to diluted weighted average shares of common stock outstanding | |||||||||||
Basic weighted average shares outstanding | 8,269,000 | 8,177,000 | 8,695,000 | 8,871,000 | 8,876,000 | 8,940,000 | 9,034,000 | 9,190,000 | 8,503,000 | 9,010,000 | 9,747,000 |
Stock options, restricted stock shares and restricted stock units | 98,000 | 185,000 | 150,000 | ||||||||
Diluted weighted average shares outstanding | 8,443,000 | 8,309,000 | 8,779,000 | 8,927,000 | 8,876,000 | 9,025,000 | 9,253,000 | 9,403,000 | 8,601,000 | 9,195,000 | 9,897,000 |
Basic (in dollars per share) | $ 0.25 | $ 0.39 | $ 0.60 | $ 0.27 | $ (0.15) | $ 0.32 | $ 0.37 | $ 0.30 | $ 1.50 | $ 0.84 | $ 1.40 |
Diluted (in dollars per share) | $ 0.24 | $ 0.38 | $ 0.59 | $ 0.27 | $ (0.15) | $ 0.31 | $ 0.36 | $ 0.30 | $ 1.49 | $ 0.83 | $ 1.38 |
Calculation of common stock equivalents for purposes of computing diluted weighted average shares outstanding | |||||||||||
Anti-dilutive securities excluded from EPS computation (in shares) | 581,546 | 522,593 | 764,748 |
Common Stock - Share-based Comp
Common Stock - Share-based Compensation (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | Mar. 21, 2016 | Oct. 23, 2014 | |
Share-Based Compensation | |||||
Non-employee compensation expense | $ 146,000 | $ 11,000 | $ 271,000 | ||
Adjustments Related to Tax Withholding for Share-based Compensation | $ 1,880,000 | $ 668,000 | $ 1,222,000 | ||
Common Stock Repurchases and Retirements | |||||
Share repurchase program, amount authorized to be repurchased | $ 20,000,000 | $ 30,000,000 | |||
Number of shares repurchased and retired | 783,703 | 477,292 | 971,515 | ||
Aggregate price of shares repurchased and retired | $ 19,315,000 | $ 12,806,000 | $ 25,492,000 | ||
Amount available for future repurchases | $ 9,000,000 | 8,100,000 | 20,900,000 | ||
Tender Offer | |||||
Number of common stock tendered in conjunction with a modified "Dutch Auction" self tender offer (in shares) | 1,164 | ||||
Purchased price for the common stock tendered in conjunction with a modified "Dutch Auction" self tender offer (dollar per share) | $ 19.75 | ||||
Employees and directors | |||||
Share-Based Compensation | |||||
Share-based compensation expense | $ 6,700,000 | $ 5,800,000 | $ 5,300,000 | ||
Restricted shares | |||||
Share-Based Compensation | |||||
Vested (in shares) | 201,905 | 106,504 | 149,195 | ||
Redemption of vested restricted shares in order to pay employee tax withholdings (in shares) | 69,000 | 28,900 | 41,470 | ||
Adjustments Related to Tax Withholding for Share-based Compensation | $ 1,900,000 | $ 700,000 | $ 1,200,000 |
Common Stock - Options Exercise
Common Stock - Options Exercised (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Exercise of Stock Options | |||
Exercise of stock options (in shares) | 124,931 | 29,288 | 20,931 |
Proceeds from exercise of options | $ 2,900 | $ 600 | $ 500 |
Tax Benefits and Deficits on Stock Option Exercises and Restricted Share Vesting | |||
Tax benefits and deficits on stock options exercises and restricted share vesting | $ 171 | $ 376 | $ (128) |
Share-Based Compensation - Expe
Share-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Non Employee Stock Options | |||
Share-Based Compensation | |||
Non-employee compensation expense | $ 146 | $ 11 | $ 271 |
Employees and directors | |||
Share-Based Compensation | |||
Compensation expense | $ 6,700 | $ 5,800 | $ 5,300 |
Share-Based Compensation - 2006
Share-Based Compensation - 2006 Equity Plan (Details) | 12 Months Ended |
Dec. 31, 2016shares | |
2006 Incentive Plan | |
Shares Using Fungibility Ratio | |
Maximum shares of common stock issuable | 4,874,000 |
Shares initially reserved for issuance | 500,000 |
Shares available for grant | 60,221 |
2006 Incentive Plan | On or after April 30, 2010 | |
Share-based compensation | |
Fungibility ratio (as a percent) | 1.83% |
2006 Incentive Plan | Shares approved in 2008 | |
Shares Using Fungibility Ratio | |
Maximum shares of common stock issuable | 210,000 |
2006 Incentive Plan | Shares approved in 2010 | |
Shares Using Fungibility Ratio | |
Maximum shares of common stock issuable | 1,464,000 |
2006 Incentive Plan | Shares approved in 2012 | |
Shares Using Fungibility Ratio | |
Maximum shares of common stock issuable | 2,500,000 |
Cancellation of restricted shares or units increase (decrease), available for grant | 800,000 |
1998 Plan | |
Shares Using Fungibility Ratio | |
Shares available for grant | 1,000,000 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Grants and Outstanding (Details) | 12 Months Ended |
Dec. 31, 2016shares | |
1998 Plan | |
Share-based compensation | |
Shares available for grant | 1,000,000 |
1998 Plan | Options | |
Share-based compensation | |
Number of stock options outstanding | 0 |
Options granted (in shares) | 0 |
2009 Nonqualified Inducement Stock Option Plan | Options | |
Share-based compensation | |
Shares available for grant | 0 |
Number of stock options outstanding | 0 |
Options granted (in shares) | 0 |
Share-Based Compensation - Opti
Share-Based Compensation - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Options | |||
Exercised (in shares) | (124,931) | (29,288) | (20,931) |
Options | 2006 Incentive Plan | |||
Options | |||
Outstanding at the beginning of the period (in shares) | 1,206,778 | ||
Granted (in shares) | 32,000 | ||
Exercised (in shares) | (124,931) | ||
Expired (in shares) | (168,764) | ||
Outstanding at the end of the period (in shares) | 945,083 | 1,206,778 | |
Options exercisable at the end of the period (in shares) | 577,963 | ||
Vested or expected to vest at the end of the period (in shares) | 939,630 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 26.36 | ||
Granted (in dollars per share) | 30.96 | ||
Exercised (in dollars per share) | 22.83 | ||
Expired (in shares) | 48.95 | ||
Outstanding at the end of the period (in dollars per share) | 22.95 | $ 26.36 | |
Options exercisable at the end of the period (in dollars per share) | 22.18 | ||
Vested or expected to vest at the end of the period (in dollars per share) | $ 22.94 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding at the beginning of the period | 4 years 1 month 2 days | ||
Outstanding at the end of the period | 4 years 1 month 2 days | ||
Options exercisable at the end of the period | 3 years 3 months 4 days | ||
Vested or expected to vest at the end of the period | 4 years 29 days | ||
Aggregate Intrinsic Value | |||
Exercised (in dollars) | $ 729 | $ 100 | $ 100 |
Outstanding at the end of the period (in dollars) | 12,904 | ||
Options exercisable at the end of the period (in dollars) | 8,337 | ||
Vested or expected to vest at the end of the period (in dollars) | $ 12,835 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted Average FMV of Stock Option (Details) - Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Weighted average assumptions | |||
Risk-free interest rate (as a percent) | 1.30% | 1.40% | 1.60% |
Expected volatility (as a percent) | 36.00% | 39.00% | 43.00% |
Expected dividend yield (as a percent) | 1.50% | ||
Forfeiture rate (as a percent) | 0.50% | 1.10% | 4.00% |
Weighted average expected life (in years) | 4 years 6 months 29 days | 4 years 6 months | 5 years |
2006 Incentive Plan | |||
Share-Based Compensation | |||
Weighted average fair market value (in dollars per share) | $ 9.93 | $ 7.37 | $ 12.24 |
Share-Based Compensation - Op60
Share-Based Compensation - Options Outstanding and Exercisable (Details) - 2006 Incentive Plan - Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Options Outstanding | |||
Number Outstanding (in shares) | 945,083 | ||
Weighted-Average Remaining Contractual Life (years) | 4 years 1 month 2 days | ||
Weighted-Average Exercise Price (in dollars per share) | $ 22.95 | ||
Options Exercisable | |||
Number Exercisable (in shares) | 577,963 | ||
Weighted-Average Remaining Contractual Life (years) | 3 years 3 months 4 days | ||
Weighted-Average Exercise Price (in dollars per share) | $ 22.18 | ||
Options, Number of Shares | |||
Non-vested balance at the beginning of the period (in shares) | 505,264 | ||
Granted (in shares) | 32,000 | ||
Vested (in shares) | (170,144) | ||
Non-vested balance at the end of the period (in shares) | 367,120 | 505,264 | |
Options, Weighted-Average Fair Value | |||
Non-vested balance at the beginning of the period (in dollars per share) | $ 8.75 | ||
Granted (in dollars per share) | 9.93 | $ 7.37 | $ 12.24 |
Vested (in dollars per share) | 8.74 | ||
Non-vested balance at the end of the period (in dollars per share) | 8.86 | $ 8.75 | |
$16.12 - 21.48 | |||
Share-based compensation | |||
Exercise price, low end of range (in dollars per share) | 16.12 | ||
Exercise price, high end of range (in dollars per share) | $ 21.48 | ||
Options Outstanding | |||
Number Outstanding (in shares) | 324,259 | ||
Weighted-Average Remaining Contractual Life (years) | 3 years 1 month 21 days | ||
Weighted-Average Exercise Price (in dollars per share) | $ 19.20 | ||
Options Exercisable | |||
Number Exercisable (in shares) | 263,086 | ||
Weighted-Average Remaining Contractual Life (years) | 2 years 11 months 19 days | ||
Weighted-Average Exercise Price (in dollars per share) | $ 19.36 | ||
$21.49 - 26.86 | |||
Share-based compensation | |||
Exercise price, low end of range (in dollars per share) | 21.49 | ||
Exercise price, high end of range (in dollars per share) | $ 26.86 | ||
Options Outstanding | |||
Number Outstanding (in shares) | 408,809 | ||
Weighted-Average Remaining Contractual Life (years) | 4 years 3 months 4 days | ||
Weighted-Average Exercise Price (in dollars per share) | $ 21.75 | ||
Options Exercisable | |||
Number Exercisable (in shares) | 224,890 | ||
Weighted-Average Remaining Contractual Life (years) | 2 years 11 months 9 days | ||
Weighted-Average Exercise Price (in dollars per share) | $ 21.94 | ||
$26.87 - 32.23 | |||
Share-based compensation | |||
Exercise price, low end of range (in dollars per share) | 26.87 | ||
Exercise price, high end of range (in dollars per share) | $ 32.23 | ||
Options Outstanding | |||
Number Outstanding (in shares) | 212,015 | ||
Weighted-Average Remaining Contractual Life (years) | 5 years 2 months 12 days | ||
Weighted-Average Exercise Price (in dollars per share) | $ 30.98 | ||
Options Exercisable | |||
Number Exercisable (in shares) | 89,987 | ||
Weighted-Average Remaining Contractual Life (years) | 4 years 10 months 21 days | ||
Weighted-Average Exercise Price (in dollars per share) | $ 30.98 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Shares and Other (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($)item$ / sharesshares | Jan. 02, 2016USD ($)$ / sharesshares | Jan. 03, 2015USD ($)shares | |
Additional disclosures | |||
Additional compensation cost for modified awards | $ | $ 0.1 | ||
2006 Incentive Plan | |||
Additional disclosures | |||
Number of shares authorized | 4,874,000 | ||
Shares available for grant | 60,221 | ||
Options | |||
Additional disclosures | |||
Fair value of options vested | $ | $ 1.5 | $ 1.5 | $ 1.4 |
Unrecognized compensation cost, net of expected forfeitures | $ | $ 3 | ||
Weighted-average period over which cost is expected to be recognized | 2 years 4 months 24 days | ||
Forfeiture rate (as a percent) | 0.50% | 1.10% | 4.00% |
Restricted shares | |||
Restricted Stock and Stock Units, Number of Shares | |||
Vested (in shares) | (201,905) | (106,504) | (149,195) |
Restricted stock | |||
Additional disclosures | |||
Fair value of options vested | $ | $ 0.6 | $ 0.6 | $ 0.6 |
Number of vesting installments | item | 4 | ||
Unrecognized compensation cost, net of expected forfeitures | $ | $ 1 | ||
Weighted-average period over which cost is expected to be recognized | 2 years 7 months 6 days | ||
Forfeiture rate (as a percent) | 1.20% | ||
Restricted stock | 2006 Incentive Plan | |||
Restricted Stock and Stock Units, Number of Shares | |||
Balance at the beginning of the period (in shares) | 68,741 | ||
Granted (in shares) | 21,231 | ||
Vested (in shares) | (27,850) | ||
Balance at the end of the period (in shares) | 62,122 | 68,741 | |
Restricted Stock and Stock Units, Weighted-Average Fair Value | |||
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 22.47 | ||
Granted (in dollars per share) | $ / shares | 24.73 | ||
Vested (in dollars per share) | $ / shares | 21.58 | ||
Balance at the end of the period (in dollars per share) | $ / shares | $ 23.64 | $ 22.47 | |
Time-Vesting RSUs | |||
Additional disclosures | |||
Fair value of options vested | $ | $ 1.9 | $ 1.8 | $ 1.5 |
Number of vesting installments | item | 4 | ||
Unrecognized compensation cost, net of expected forfeitures | $ | $ 4.1 | ||
Weighted-average period over which cost is expected to be recognized | 2 years 4 months 24 days | ||
Forfeiture rate (as a percent) | 1.20% | ||
Time-Vesting RSUs | 2006 Incentive Plan | |||
Restricted Stock and Stock Units, Number of Shares | |||
Balance at the beginning of the period (in shares) | 252,321 | ||
Granted (in shares) | 16,000 | ||
Vested (in shares) | (83,570) | ||
Balance at the end of the period (in shares) | 184,751 | 252,321 | |
Restricted Stock and Stock Units, Weighted-Average Fair Value | |||
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 23.36 | ||
Granted (in dollars per share) | $ / shares | 30.96 | ||
Vested (in dollars per share) | $ / shares | 22.99 | ||
Balance at the end of the period (in dollars per share) | $ / shares | $ 24.18 | $ 23.36 | |
PRSU | |||
Additional disclosures | |||
Vesting period | 2 years | ||
PRSU | Vesting in the first year following performance period | |||
Additional disclosures | |||
Vesting percentage | 75.00% | ||
PRSU | Vesting on the fourth anniversary of date of grant | |||
Additional disclosures | |||
Vesting percentage | 25.00% | ||
PRSU | Minimum | |||
Additional disclosures | |||
PRSUs performance measure (as a percent) | 50.00% | ||
PRSU | Maximum | |||
Additional disclosures | |||
PRSUs performance measure (as a percent) | 125.00% | ||
PRSU | 2006 Incentive Plan | |||
Restricted Stock and Stock Units, Number of Shares | |||
Balance at the beginning of the period (in shares) | 558,159 | 365,468 | 245,200 |
Granted (in shares) | 26,666 | 204,315 | 153,518 |
Vested (in shares) | (90,485) | (25,336) | |
Forfeited (in shares) | (83,187) | (11,624) | (7,914) |
Balance at the end of the period (in shares) | 411,153 | 558,159 | 365,468 |
Additional disclosures | |||
Achievement percentage (as a percent) | 125.00% | 125.00% | 125.00% |
1998 Employee Stock Purchase Plan (ESPP) | |||
Additional disclosures | |||
Number of shares authorized | 243,000 | ||
Purchase price as a percentage of fair market value (as a percent) | 85.00% | ||
Offering period under the plan (in years) | 1 year | ||
Offering period (in years) | 0 years | 0 years | 0 years |
Shares issued | 0 | 0 | 0 |
Shares available for grant | 211,777 |
Business Segment and Geograph62
Business Segment and Geographic Information (Details) $ in Thousands | Apr. 12, 2016segment | Apr. 30, 2016segment | Dec. 31, 2016USD ($) | Oct. 01, 2016USD ($) | Jul. 02, 2016USD ($) | Apr. 02, 2016USD ($) | Jan. 02, 2016USD ($) | Oct. 03, 2015USD ($) | Jul. 04, 2015USD ($) | Apr. 04, 2015USD ($) | Jul. 02, 2016segment | Dec. 31, 2016USD ($)segment | Dec. 31, 2016USD ($) | Jan. 02, 2016USD ($)segment | Jan. 03, 2015USD ($) |
Business segment and geographic information | |||||||||||||||
Number of business segments | segment | 2 | 2 | 2 | 1 | 2 | ||||||||||
Revenues | $ 79,569 | $ 81,691 | $ 82,607 | $ 80,912 | $ 72,460 | $ 76,525 | $ 76,535 | $ 78,039 | $ 324,779 | $ 303,559 | $ 306,371 | ||||
Long-lived assets (property and equipment, net) | 36,381 | 31,338 | $ 36,381 | 36,381 | 31,338 | ||||||||||
United States | |||||||||||||||
Business segment and geographic information | |||||||||||||||
Revenues | 251,962 | 243,261 | 238,466 | ||||||||||||
Long-lived assets (property and equipment, net) | 30,735 | 29,877 | 30,735 | 30,735 | 29,877 | ||||||||||
United Kingdom | |||||||||||||||
Business segment and geographic information | |||||||||||||||
Revenues | 52,509 | 44,248 | 49,127 | ||||||||||||
Long-lived assets (property and equipment, net) | 5,253 | 1,075 | 5,253 | 5,253 | 1,075 | ||||||||||
Other | |||||||||||||||
Business segment and geographic information | |||||||||||||||
Revenues | 20,308 | 16,050 | 18,778 | ||||||||||||
Long-lived assets (property and equipment, net) | 393 | 386 | 393 | 393 | 386 | ||||||||||
Total foreign | |||||||||||||||
Business segment and geographic information | |||||||||||||||
Revenues | 72,817 | 60,298 | $ 67,905 | ||||||||||||
Long-lived assets (property and equipment, net) | $ 5,646 | $ 1,461 | $ 5,646 | $ 5,646 | $ 1,461 |
Income Taxes - Components of In
Income Taxes - Components of Income, Provision For and Reconciliation of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Oct. 01, 2016 | Jul. 02, 2016 | Apr. 02, 2016 | Jan. 02, 2016 | Oct. 03, 2015 | Jul. 04, 2015 | Apr. 04, 2015 | Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Income before provision for income taxes: | |||||||||||
U.S. | $ 16,905 | $ 10,565 | $ 20,899 | ||||||||
Foreign | 4,984 | 1,250 | 2,416 | ||||||||
Income before provision for income taxes | $ 3,375 | $ 5,060 | $ 9,269 | $ 4,185 | $ (2,553) | $ 4,346 | $ 5,391 | $ 4,631 | 21,889 | 11,815 | 23,315 |
Currently payable: | |||||||||||
Federal | (770) | 5,104 | 8,585 | ||||||||
Foreign | 664 | 546 | 876 | ||||||||
State | (637) | 1,550 | 1,878 | ||||||||
Currently payable | (743) | 7,200 | 11,339 | ||||||||
Deferred: | |||||||||||
Federal | 5,562 | (799) | (1,068) | ||||||||
Foreign | 124 | (307) | (505) | ||||||||
State | 2,713 | (604) | 142 | ||||||||
Deferred | 8,399 | (1,710) | (1,431) | ||||||||
Provision (benefit) for income taxes | $ 7,656 | $ 5,490 | $ 9,908 | ||||||||
Reconciliation of tax rates with federal statutory rate | |||||||||||
Federal statutory rate (as a percent) | 35.00% | 35.00% | 35.00% | ||||||||
State income taxes, net of federal income tax benefit (as a percent) | 6.10% | 5.40% | 3.60% | ||||||||
Tax law changes (as a percent) | (0.30%) | ||||||||||
Losses benefited (as a percent) | (5.00%) | (9.20%) | (1.80%) | ||||||||
Losses not benefited (as a percent) | 5.00% | 0.60% | |||||||||
Foreign rate differential (as a percent) | (3.30%) | (2.70%) | 0.60% | ||||||||
Foreign tax credit (as a percent) | (0.70%) | ||||||||||
Uncertain tax positions (as a percent) | (0.20%) | 8.70% | 0.70% | ||||||||
Nondeductible/nontaxable items (as a percent) | 3.00% | 6.80% | 2.10% | ||||||||
Prior period adjustments (as a percent) | (0.50%) | (0.60%) | 3.00% | ||||||||
Change in valuation allowance (as a percent) | 0.20% | (1.70%) | (2.20%) | ||||||||
GNU goodwill impairment (as a percent) | 13.40% | ||||||||||
GNU capital gain upon distribution (as a percent) | 1.10% | ||||||||||
GNU tax provision (benefit) (as a percent) | 0.20% | (13.60%) | 0.90% | ||||||||
Other (as a percent) | (0.60%) | ||||||||||
Effective tax rate (as a percent) | 35.00% | 46.50% | 42.50% |
Income Taxes - Deferred Taxes (
Income Taxes - Deferred Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Jan. 02, 2016 | |
Deferred tax assets: | ||
Accrued compensation and related expense | $ 16,359 | $ 25,148 |
Allowance for doubtful accounts | 2,160 | 2,159 |
Net operating loss carryforwards | 3,278 | 4,097 |
Accrued expenses and other | 2,482 | 2,462 |
Total gross deferred tax assets | 24,279 | 33,866 |
Less: valuation allowance | (2,689) | (4,003) |
Total deferred tax assets net of valuation allowance | 21,590 | 29,863 |
Deferred tax liabilities: | ||
Goodwill and other intangible asset amortization | 5,670 | 4,715 |
GNU capital gain upon distribution | 245 | |
Property and equipment | 4,495 | 3,723 |
Tax basis in excess of financial basis of convertible debentures | 1,254 | 2,569 |
Total deferred tax liabilities | 11,664 | 11,007 |
Net deferred tax assets | 9,926 | $ 18,856 |
Net change in valuation allowance | $ (1,300) |
Income Taxes - Operating Loss C
Income Taxes - Operating Loss Carryforwards (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Federal | GNU | |
Operating loss carryforwards | |
Net operating loss carryforwards | $ 7,600 |
Operating losses available to offset the entity's consolidated taxable income | 0 |
U.S. state | |
Operating loss carryforwards | |
Net operating losses relatable to excess tax benefits | $ 700 |
U.S. state | Minimum | |
Operating loss carryforwards | |
Net operating losses lives period | 10 years |
U.S. state | Maximum | |
Operating loss carryforwards | |
Net operating losses lives period | 20 years |
U.S. state | CRA | |
Operating loss carryforwards | |
Net operating loss carryforwards | $ 2,100 |
U.S. state | GNU | |
Operating loss carryforwards | |
Net operating loss carryforwards | 2,500 |
Foreign | |
Operating loss carryforwards | |
Operating losses subject to expiration | 30 |
Foreign | CRA | |
Operating loss carryforwards | |
Net operating loss carryforwards | $ 1,700 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Losses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Jan. 02, 2016 | |
Changes in the balances of gross unrecognized tax benefits | ||
Balance at beginning of period | $ 1,265,000 | $ 535,000 |
Reductions for tax positions taken during prior years | (21,000) | |
Additions for tax positions taken during the current year | 82,000 | 892,000 |
Settlements with tax authorities | (267,000) | (162,000) |
Balance at end of the period | 1,059,000 | 1,265,000 |
Interest accrued on unrecognized tax benefits | 121,000 | |
Unrecognized tax benefits before adjustments | 1,180,000 | |
Unrecognized tax benefits offset by future tax deduction | 97,000 | |
Interest and penalties on unrecognized tax benefits | 20,000 | $ 18,000 |
Unrecognized tax benefits being recognized as a reduction to the effective income tax rate | 874,000 | |
Amount of unrecognized tax benefits that was expected to be reversed within the next twelve months | 74,000 | |
Additional disclosures | ||
Undistributed earnings from foreign subsidiaries | $ 4,000,000 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Shareholders | |||
Related-Party Transactions | |||
Payments for consulting services | $ 9.4 | $ 11.6 | $ 10.2 |
Commitments and Contingencies68
Commitments and Contingencies (Details) $ in Thousands, £ in Millions | Jul. 11, 2016USD ($)ft²item | May 20, 2016GBP (£)ft²floor | Jul. 15, 2015USD ($)ft²item | Feb. 24, 2015USD ($)ft²item | Feb. 24, 2014USD ($)ft²item | Feb. 14, 2008USD ($)ft² | Nov. 29, 1999USD ($)ft² | Dec. 31, 2016USD ($) | Jan. 02, 2016GBP (£) | Jan. 02, 2016USD ($) | Jan. 03, 2015USD ($) | Oct. 26, 2006ft² |
Minimum Rental Commitments | ||||||||||||
2,017 | $ 9,078 | |||||||||||
2,018 | 9,302 | |||||||||||
2,019 | 9,477 | |||||||||||
2,020 | 9,198 | |||||||||||
2,021 | 9,034 | |||||||||||
Thereafter | 50,842 | |||||||||||
Rental commitments | 96,931 | |||||||||||
Rent expense | 10,400 | $ 11,600 | $ 10,000 | |||||||||
Level 3 | ||||||||||||
Minimum Rental Commitments | ||||||||||||
Contingent acquisition liability | 500 | $ 800 | ||||||||||
Standby letters of credit | ||||||||||||
Minimum Rental Commitments | ||||||||||||
Amounts outstanding under letters of credit | $ 2,200 | |||||||||||
Boston, Massachusetts | ||||||||||||
Minimum Rental Commitments | ||||||||||||
Lease area | ft² | 67,659 | 57,602 | ||||||||||
Number of times, lease can be renewed | item | 1 | 2 | ||||||||||
Lease extension term | 3 years | 5 years | ||||||||||
Annual base rent | $ 2,400 | |||||||||||
Increase in annual base rent (as a percent) | 2.00% | |||||||||||
Additional lease area | ft² | 10,057 | |||||||||||
Annual fixed rent | $ 500 | |||||||||||
Rent abatement | $ 1,200 | |||||||||||
Tenant improvement allowance | 4,800 | |||||||||||
Boston, Massachusetts | Letters of credit | ||||||||||||
Minimum Rental Commitments | ||||||||||||
Amounts outstanding under letters of credit | $ 1,000 | |||||||||||
Washington, D.C | ||||||||||||
Minimum Rental Commitments | ||||||||||||
Number of amendments | item | 6 | |||||||||||
Lease area | ft² | 6,366 | 44,932 | ||||||||||
Annual base rent | $ 300 | $ 1,400 | ||||||||||
Increase in annual base rent (as a percent) | 2.25% | 2.00% | ||||||||||
Rent abatement | $ 200 | |||||||||||
Tenant improvement allowance | 500 | |||||||||||
Washington, D.C | Letters of credit | ||||||||||||
Minimum Rental Commitments | ||||||||||||
Amounts outstanding under letters of credit | $ 200 | |||||||||||
New York, New York | ||||||||||||
Minimum Rental Commitments | ||||||||||||
Lease area | ft² | 25,261 | |||||||||||
Number of times, lease can be renewed | item | 1 | |||||||||||
Lease extension term | 5 years | |||||||||||
Annual base rent | $ 1,800 | |||||||||||
Number of years of annual base rent | 5 years | |||||||||||
Increase in annual base rent | $ 2,000 | |||||||||||
Rent abatement period | 10 months | |||||||||||
Rent abatement | $ 1,500 | |||||||||||
Tenant improvement allowance | 2,100 | |||||||||||
New York, New York | Letters of credit | ||||||||||||
Minimum Rental Commitments | ||||||||||||
Amounts outstanding under letters of credit | $ 900 | |||||||||||
Chicago, Illinois | ||||||||||||
Minimum Rental Commitments | ||||||||||||
Lease area | ft² | 36,570 | |||||||||||
Annual base rent | $ 1,000 | |||||||||||
Increase in annual base rent (as a percent) | 2.50% | |||||||||||
Rent abatement period | 8 months | |||||||||||
Rent abatement | $ 600 | |||||||||||
Tenant improvement allowance | $ 2,400 | |||||||||||
London, UK | ||||||||||||
Minimum Rental Commitments | ||||||||||||
Lease area | ft² | 23,035 | 32,168 | ||||||||||
Number of floors available for lease | floor | 2 | |||||||||||
Annual base rent | £ | £ 1.6 | £ 1.2 | ||||||||||
Period after which lease rent will increase | 5 years |
Quarterly Financial Data (Una69
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Oct. 01, 2016 | Jul. 02, 2016 | Apr. 02, 2016 | Jan. 02, 2016 | Oct. 03, 2015 | Jul. 04, 2015 | Apr. 04, 2015 | Dec. 31, 2016 | Jan. 02, 2016 | Jan. 03, 2015 | |
Revenues | $ 79,569 | $ 81,691 | $ 82,607 | $ 80,912 | $ 72,460 | $ 76,525 | $ 76,535 | $ 78,039 | $ 324,779 | $ 303,559 | $ 306,371 |
Gross profit | 23,486 | 23,859 | 24,657 | 25,397 | 21,333 | 24,496 | 25,860 | 24,220 | 97,399 | 95,909 | 99,558 |
Income (loss) from operations | 3,615 | 5,297 | 5,680 | 4,326 | (2,310) | 4,581 | 5,648 | 4,476 | 18,919 | 12,394 | 24,041 |
Income (loss) before provision for income taxes | 3,375 | 5,060 | 9,269 | 4,185 | (2,553) | 4,346 | 5,391 | 4,631 | 21,889 | 11,815 | 23,315 |
Net income (loss) | 2,076 | 3,151 | 6,767 | 2,239 | (2,589) | 2,813 | 3,202 | 2,899 | 14,233 | 6,325 | 13,407 |
Net (income) loss attributable to noncontrolling interest, net of tax | (18) | 42 | (1,552) | 184 | 1,282 | 47 | 123 | (120) | (1,345) | 1,332 | 231 |
Net income attributable to CRA International, Inc | $ 2,058 | $ 3,193 | $ 5,215 | $ 2,423 | $ (1,307) | $ 2,860 | $ 3,325 | $ 2,779 | $ 12,888 | $ 7,657 | $ 13,638 |
Basic net income (loss) per share (in dollars per share) | $ 0.25 | $ 0.39 | $ 0.60 | $ 0.27 | $ (0.15) | $ 0.32 | $ 0.37 | $ 0.30 | $ 1.50 | $ 0.84 | $ 1.40 |
Diluted net income (loss) per share (in dollars per share) | $ 0.24 | $ 0.38 | $ 0.59 | $ 0.27 | $ (0.15) | $ 0.31 | $ 0.36 | $ 0.30 | $ 1.49 | $ 0.83 | $ 1.38 |
GNU goodwill impairment | $ 4,500 | $ 4,524 | |||||||||
Net charge after considering taxes and allocation of net loss to noncontrolling interest | $ 1,600 | ||||||||||
Weighted average number of shares outstanding: | |||||||||||
Basic (in shares) | 8,269 | 8,177 | 8,695 | 8,871 | 8,876 | 8,940 | 9,034 | 9,190 | 8,503 | 9,010 | 9,747 |
Diluted (in shares) | 8,443 | 8,309 | 8,779 | 8,927 | 8,876 | 9,025 | 9,253 | 9,403 | 8,601 | 9,195 | 9,897 |
Restatement Adjustment | |||||||||||
Revenues | $ 700 | ||||||||||
Income (loss) before provision for income taxes | $ 300 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent events $ / shares in Units, $ in Millions | Feb. 16, 2017$ / shares | Feb. 15, 2017USD ($)ft² | Jan. 30, 2017employee |
Subsequent Event | |||
Common share quarterly cash dividend declared (in dollars per share) | $ / shares | $ 0.14 | ||
Toronto, Ontario, Canada | |||
Subsequent Event | |||
Lease area | ft² | 5,578 | ||
Increase in annual base rent (as a percent) | 2.00% | ||
Annual base rent | $ | $ 0.1 | ||
C1 Consulting LLC | |||
Subsequent Event | |||
New employees added upon acquisition | employee | 86 |