Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 01, 2017 | Jul. 28, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | CRA INTERNATIONAL, INC. | |
Entity Central Index Key | 1,053,706 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 1, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 8,224,135 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Income S
Condensed Consolidated Income Statements - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | |
Condensed Consolidated Income Statements | ||||
Revenues | $ 93,563 | $ 82,607 | $ 181,734 | $ 163,519 |
Costs of services | 65,220 | 57,950 | 127,801 | 113,465 |
Gross profit | 28,343 | 24,657 | 53,933 | 50,054 |
Selling, general and administrative expenses | 20,259 | 16,856 | 38,975 | 36,077 |
Depreciation and amortization | 2,236 | 2,121 | 4,199 | 3,970 |
Income from operations | 5,848 | 5,680 | 10,759 | 10,007 |
GNU gain on sale of business assets | 250 | 3,836 | 250 | 3,836 |
Interest expense, net | (133) | (120) | (245) | (227) |
Other expense, net | (46) | (127) | (237) | (162) |
Income before provision for income taxes | 5,919 | 9,269 | 10,527 | 13,454 |
Provision for income taxes | (2,012) | (2,502) | (3,790) | (4,448) |
Net income | 3,907 | 6,767 | 6,737 | 9,006 |
Net income attributable to noncontrolling interest, net of tax | (94) | (1,552) | (71) | (1,369) |
Net income attributable to CRA International, Inc. | $ 3,813 | $ 5,215 | $ 6,666 | $ 7,637 |
Net income per share attributable to CRA International, Inc: | ||||
Basic (in dollars per share) | $ 0.45 | $ 0.60 | $ 0.79 | $ 0.86 |
Diluted (in dollars per share) | $ 0.44 | $ 0.59 | $ 0.77 | $ 0.86 |
Weighted average number of shares outstanding: | ||||
Basic (in shares) | 8,428 | 8,695 | 8,423 | 8,783 |
Diluted (in shares) | 8,618 | 8,779 | 8,619 | 8,825 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | |
Condensed Consolidated Statements of Comprehensive Income | ||||
Net income | $ 3,907 | $ 6,767 | $ 6,737 | $ 9,006 |
Other comprehensive income: | ||||
Foreign currency translation adjustments | 1,753 | (1,938) | 2,337 | (1,915) |
Comprehensive income | 5,660 | 4,829 | 9,074 | 7,091 |
Less: comprehensive income attributable to noncontrolling interest | (94) | (1,552) | (71) | (1,369) |
Comprehensive income attributable to CRA International, Inc. | $ 5,566 | $ 3,277 | $ 9,003 | $ 5,722 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 14,668 | $ 53,530 |
Accounts receivable, net of allowances of $6,910 at July 1, 2017 and $4,253 at December 31, 2016 | 71,554 | 66,852 |
Unbilled services, net of allowances of $2,695 at July 1, 2017 and $1,720 at December 31, 2016 | 38,868 | 24,937 |
Prepaid expenses and other current assets | 13,635 | 19,295 |
Forgivable loans | 7,319 | 5,897 |
Total current assets | 146,044 | 170,511 |
Property and equipment, net | 36,854 | 36,381 |
Goodwill | 87,740 | 74,764 |
Intangible assets, net | 10,227 | 2,685 |
Deferred income taxes | 10,083 | 10,049 |
Forgivable loans, net of current portion | 22,211 | 28,065 |
Other assets | 1,169 | 1,187 |
Total assets | 314,328 | 323,642 |
Current liabilities: | ||
Accounts payable | 15,607 | 13,729 |
Accrued expenses | 59,716 | 75,281 |
Deferred revenue and other liabilities | 2,857 | 3,021 |
Current portion of deferred rent | 1,010 | 1,499 |
Current portion of deferred compensation | 597 | 570 |
Total current liabilities | 79,787 | 94,100 |
Non-current liabilities: | ||
Deferred rent and facility-related non-current liabilities | 17,029 | 15,191 |
Deferred compensation and other non-current liabilities | 8,069 | 6,346 |
Deferred income taxes | 315 | 122 |
Total non-current liabilities | 25,413 | 21,659 |
Commitments and contingencies (Note 16) | ||
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; 8,197,612 and 8,333,990 shares issued and outstanding at July 1, 2017 and December 31, 2016, respectively | 48,753 | 54,124 |
Retained earnings | 171,122 | 166,914 |
Accumulated other comprehensive loss | (11,481) | (13,818) |
Total CRA International, Inc. shareholders' equity | 208,394 | 207,220 |
Noncontrolling interest | 734 | 663 |
Total shareholders' equity | 209,128 | 207,883 |
Total liabilities and shareholders' equity | $ 314,328 | $ 323,642 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Condensed Consolidated Balance Sheets | ||
Allowances for accounts receivable (in dollars) | $ 6,910 | $ 4,253 |
Allowance for unbilled services (in dollars) | $ 2,695 | $ 1,720 |
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 | 8,197,612 | 8,333,990 |
Common stock, shares outstanding | 8,197,612 | 8,333,990 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2017 | Jul. 02, 2016 | |
Operating activities: | ||
Net income | $ 6,737 | $ 9,006 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 4,199 | 3,964 |
Impairment of intangible assets | 510 | |
GNU gain on sale of business assets | (250) | (3,836) |
Deferred rent | 1,202 | 3,154 |
Deferred income taxes | 213 | 731 |
Share-based compensation expenses | 3,052 | 3,105 |
Excess tax benefits from share-based compensation | (55) | |
Accounts receivable allowances | 2,620 | (425) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,344) | (3,855) |
Unbilled services | (13,149) | (5,138) |
Prepaid expenses and other current assets, and other assets | 5,380 | 542 |
Forgivable loans | 4,612 | 3,613 |
Incentive cash awards | 609 | |
Accounts payable, accrued expenses, and other liabilities | (17,874) | (15,881) |
Net cash used in operating activities | (8,483) | (5,075) |
Investing activities: | ||
Cash consideration paid for acquisitions | (16,163) | |
Purchases of property and equipment | (2,650) | (6,750) |
GNU cash proceeds from sale of business assets | 250 | 1,100 |
Net cash used in investing activities | (18,563) | (5,650) |
Financing activities: | ||
Issuance of common stock, principally stock option exercises | 2,699 | |
Payments on notes payable | (75) | |
Borrowings under line of credit | 11,500 | 5,000 |
Repayments under line of credit | (11,500) | (5,000) |
Tax withholding payments reimbursed by restricted shares | (703) | (490) |
Excess tax benefits from share-based compensation | 55 | |
Cash paid on dividend equivalents | (25) | |
Cash dividends paid to stockholders | (2,377) | |
Repurchases of common stock | (12,417) | (15,140) |
Net cash used in financing activities | (12,823) | (15,650) |
Effect of foreign exchange rates on cash and cash equivalents | 1,007 | 441 |
Net decrease in cash and cash equivalents | (38,862) | (25,934) |
Cash and cash equivalents at beginning of period | 53,530 | 38,139 |
Cash and cash equivalents at end of period | 14,668 | 12,205 |
Noncash investing and financing activities: | ||
Issuance of common stock for acquired business | 3,044 | 44 |
Repurchases of common stock payable | 1,046 | 1,315 |
Purchases of property and equipment not yet paid for | 841 | 3,338 |
Purchases of property and equipment paid for by a third party | 450 | |
Asset retirement obligations | 1,522 | |
Supplemental cash flow information: | ||
Cash paid for income taxes | 5,229 | 1,592 |
Cash paid for interest | $ 170 | $ 246 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Shareholders' Equity - 6 months ended Jul. 01, 2017 - USD ($) $ in Thousands | CRA International, Inc. Shareholders' Equity | Common Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total |
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 | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Net income | 6,666 | 6,666 | 71 | $ 6,737 | ||
Foreign currency translation adjustment | 2,337 | 2,337 | 2,337 | |||
Issuance of common stock | 3,044 | $ 3,044 | 3,044 | |||
Issuance of common stock (in shares) | 89,312 | |||||
Exercise of stock options | 2,699 | $ 2,699 | 2,699 | |||
Exercise of stock options (in shares) | 123,955 | |||||
Share-based compensation expense for employees | 3,001 | $ 3,001 | 3,001 | |||
Restricted share and unit vestings (in shares) | 58,953 | |||||
Redemption of vested employee restricted shares for tax withholding | (703) | $ (703) | (703) | |||
Redemption of vested employee restricted shares for tax withholding (in shares) | (19,519) | |||||
Cumulative effect of a change in accounting principle related to ASU 2016-09 | 48 | 48 | 48 | |||
Shares repurchases | (13,463) | $ (13,463) | (13,463) | |||
Shares repurchases (in shares) | (389,079) | |||||
Share-based compensation expense for non-employees | 51 | $ 51 | 51 | |||
Accrued dividends on unvested units | (104) | (104) | (104) | |||
Cash paid on dividend equivalents | (25) | (25) | (25) | |||
Cash dividends paid to stockholders | (2,377) | (2,377) | (2,377) | |||
BALANCE at Jul. 01, 2017 | $ 208,394 | $ 48,753 | $ 171,122 | $ (11,481) | $ 734 | $ 209,128 |
BALANCE (in shares) at Jul. 01, 2017 | 8,197,612 | 8,197,612 |
Description of Business
Description of Business | 6 Months Ended |
Jul. 01, 2017 | |
Description of Business | |
Description of Business | 1. Description of Business CRA International, Inc. ("CRA") is a worldwide leading consulting services firm that applies advanced analytic techniques and in-depth industry knowledge to complex engagements for a broad range of clients. CRA offers 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. |
Basis of Presentation and Estim
Basis of Presentation and Estimates | 6 Months Ended |
Jul. 01, 2017 | |
Basis Of Presentation and Estimates | |
Basis of Presentation and Estimates | 2. Basis of Presentation and Estimates The accompanying unaudited condensed consolidated financial statements reflect the results of operations, financial position, cash flows, and stockholders' equity as of and for the fiscal quarters and year-to-date periods ended July 1, 2017 and July 2, 2016, respectively. These financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for Quarterly Reports on Form 10-Q. Accordingly, these financial statements do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for annual financial statements. In the opinion of management, these financial statements reflect all adjustments of a normal, recurring nature necessary for the fair statement of CRA's results of operations, financial position, cash flows, and stockholders' equity for the interim periods presented in conformity with GAAP. Results of operations for the interim periods presented herein are not necessarily indicative of results of operations for a full year. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2016, included in our Annual Report on Form 10-K, filed with the SEC on March 15, 2017. The preparation of financial statements in conformity with 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 condensed 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. |
Principles of Consolidation
Principles of Consolidation | 6 Months Ended |
Jul. 01, 2017 | |
Principles of Consolidation | |
Principles of Consolidation | 3. Principles of Consolidation The condensed consolidated financial statements include the accounts of CRA and its wholly owned subsidiaries. In addition, the condensed consolidated financial statements include CRA's interest in GNU123 Liquidating Corporation ("GNU", formerly known as NeuCo Inc.). All significant intercompany transactions and accounts have been eliminated. 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 interim reporting schedule is based on calendar month-ends, but its fiscal year end is the last Saturday of November. CRA's quarterly results could include a few days reporting lag between CRA's quarter end and the most recent financial statements available from GNU. CRA does not believe that the reporting lag will have a significant impact on CRA's consolidated income statements or financial condition. 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, which remaining amount was paid in full on May 3, 2017. GNU recognized a gain on sale of its business assets of $0.25 million during the second quarter of fiscal 2017, of which $0.14 million is attributed to CRA, and $3.8 million during the second quarter of fiscal 2016, of which $2.1 million is attributed to CRA. |
Recent Accounting Standards Ado
Recent Accounting Standards Adopted | 6 Months Ended |
Jul. 01, 2017 | |
Recent Accounting Standards Adopted | |
Recent Accounting Standards Adopted | 4. Recent Accounting Standards Adopted Improvements to Employee Share-Based Payment Accounting In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (" ASU 2016-09"). ASU 2016-09 requires all of the tax effects related to share-based payments to be recorded through the income statement. The new pronouncement also allows for the option of estimating awards expected to vest or accounting for forfeitures when they occur. In the statement of cash flows, cash paid by employers when withholding shares for tax withholding purposes should be classified as a financing activity whereas cash flows resulting from excess tax benefits should be reported in operating activities. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Accordingly, CRA adopted ASU No. 2016-09 on January 1, 2017, resulting in the recognition of a tax benefit of $0.3 million for the quarter ended April 1, 2017, in CRA's condensed consolidated income statements. CRA had traditionally classified employee taxes paid through employer share withholdings as financing activities, therefore no further adjustment was necessary. CRA elected to classify excess tax benefits from share-based compensation as operating activities on a prospective basis beginning in the quarter ended April 1, 2017. Additionally, CRA did not make any changes to its accounting for forfeitures and continues to estimate forfeitures based on historical experience. |
Recent Accounting Standards Not
Recent Accounting Standards Not Yet Adopted | 6 Months Ended |
Jul. 01, 2017 | |
Recent Accounting Standards Not Yet Adopted | |
Recent Accounting Standards Not Yet Adopted | 5. Recent Accounting Standards Not Yet Adopted Revenue from Contracts with Customers In August 2015, 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. 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 CRA's financial statements. CRA will adopt ASU 2014-09 during the first quarter of 2018 and CRA expects to adopt this new standard using the modified retrospective method, which requires a cumulative-effect adjustment to retained earnings in the period of adoption. We currently anticipate that the most significant impact to us of adopting this guidance will occur with contracts which include variable consideration. Our preliminary assessments of the impact of our adoption of this guidance are subject to change. We will continue to evaluate the impact of our pending adoption of this guidance to our consolidated financial statements to conclude whether the impact of our adoption of this standard will have a material impact to our financial position, results of operations, cash flows and disclosures. Leases (Topic 842) In February 2016, the 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. 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 its 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 its financial position, results of operations, cash flows, or disclosures. Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting On May 10, 2017, the FASB issued a new ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09"). ASU 2017-09 updates guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. Under the amendments, an entity should account for the effects of a modification unless all the following conditions are met. First, the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. Second, the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. Third, the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The new standard is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public entities for reporting periods for which financial statements have not yet been issued. CRA will adopt ASU 2017-09 during the first quarter of 2018. CRA has not completed its assessment of this standard 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. |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jul. 01, 2017 | |
Business Acquisitions | |
Business Acquisitions | 6. Business Acquisitions On January 30, 2017, CRA acquired substantially all of the assets and assumed certain liabilities of C1 Consulting LLC, an independent consulting firm, and its wholly-owned subsidiary C1 Associates (collectively, "C1") for initial consideration comprised of cash and CRA restricted common stock. The asset purchase agreement provided for additional purchase consideration to be paid for up to four years following the transaction in the form of an earnout, if specific performance targets are met. These earnout payments are payable in cash and CRA restricted common stock. The fair value of this obligation was measured as of the acquisition date and accounted for as a component of the purchase consideration, any adjustments to this initial valuation in future accounting periods will be reported as an adjustment to net income. C1 provides management consulting services in the life sciences industry, and has built a reputation for its specialty consulting services. Acquiring C1 will assist CRA in expanding its geographical presence in the western part of the United States and Europe, servicing CRA's existing life sciences customers more efficiently, and providing opportunities to engage with new clients in both the United States and European markets. The acquisition has been accounted for under the purchase method of accounting, and C1's results of operations have been included in the accompanying condensed consolidated income statements from the date of acquisition. The following is a preliminary allocation of the purchase price to the estimated fair value of assets acquired and liabilities assumed. The allocation of the purchase price will be finalized as CRA receives additional information relevant to the acquisition and completes its analysis of transaction-related activities. The final purchase price allocation may be different from the preliminary estimate reported, the impact of which is not expected to be material to CRA's results of operations for fiscal 2017. The following table shows CRA's acquired assets and liabilities assumed from the purchase of C1 Consulting (in thousands): Assets Acquired: Current assets: Accounts receivable and unbilled receivables $ Other current assets ​ ​ ​ ​ ​ Total current assets ​ ​ ​ ​ ​ Property and equipment Other non-current assets Intangible assets Goodwill ​ ​ ​ ​ ​ Total assets acquired $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities Assumed: Current liabilities: Deferred revenue $ Accrued expenses and other current liabilities ​ ​ ​ ​ ​ Total current liabilities ​ ​ ​ ​ ​ Contingent consideration ​ ​ ​ ​ ​ Total liabilities assumed ​ ​ ​ ​ ​ Net assets acquired $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The intangible assets acquired are comprised of non-compete agreements and the value of customer relationships, the fair value of which was determined using the incremental income method and multi-period excess earnings method, respectively. The non-compete agreements are being amortized over the stated term of five years on a straight-line basis. The customer relationships intangible is being amortized over a ten year life on a straight-line basis which approximates the expected pattern of economic benefit from this asset. The fair value of the contingent consideration was determined using a monte carlo simulation and will be accreted over the liabilities' measurement period to its expected future payment value on a straight-line basis. The fair value of the contingent acquisition liability will be reassessed on a quarterly basis by CRA using additional information as it becomes available and any change in the fair value estimate will be recorded in the earnings of that period. Transaction related costs, which are principally legal and accounting service fees, amount to $0.5 million for the fiscal year-to-date period ended July 1, 2017 and are included in selling, general and administrative expenses on the condensed consolidated income statement. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 6 Months Ended |
Jul. 01, 2017 | |
Cash and Cash Equivalents | |
Cash and Cash Equivalents | 7. Cash and Cash Equivalents Cash equivalents consist principally of money market funds with maturities of three months or less when purchased. As of July 1, 2017, 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 Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jul. 01, 2017 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 8. 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 July 1, 2017 and December 31, 2016 that are measured and recorded in the financial statements at fair value on a recurring basis (in thousands): July 1, 2017 Quoted Prices in Active Markets Significant Other Significant Level 1 Level 2 Level 3 Assets: Money market funds $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Assets $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: Contingent consideration liability $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2016 Quoted Prices in Active Markets Significant Other Significant Level 1 Level 2 Level 3 Assets: Money market funds $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Assets $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: Contingent consideration liability $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The fair values of CRA's money market funds are based on quotes received from third-party banks. The contingent consideration liabilities in the tables above are for estimated future contingent consideration payments related to prior acquisitions. The fair value measure of these liabilities are based on significant inputs not observed in the market and thus represent a Level 3 measurement. The significant unobservable inputs used in the fair value measurements of these contingent acquisition liabilities are CRA's measures of the estimated payouts based on internally generated financial projections and discount rates. The fair value of the contingent acquisition liabilities are reassessed on a quarterly basis by CRA using additional information as it becomes available and any change in the fair value estimates are recorded in the earnings of that period. The following table summarizes the changes in the contingent consideration liabilities over the fiscal year-to-date period ended July 1, 2017 and the fiscal year ended December 31, 2016 (in thousands): July 1, December 31, Beginning balance $ $ Acquisitions — Remeasurement of acquisition-related contingent consideration ) Accretion — Payments ) ) Effects of foreign currency translation ) ​ ​ ​ ​ ​ ​ ​ ​ Ending balance $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Forgivable Loans
Forgivable Loans | 6 Months Ended |
Jul. 01, 2017 | |
Forgivable Loans | |
Forgivable Loans | 9. Forgivable Loans Forgivable loan activity for the fiscal year-to-date period ended July 1, 2017 and fiscal year ended December 31, 2016 is as follows (in thousands): July 1, December 31, Beginning balance $ $ Advances Accruals — Repayments ) ) Reclassification to other receivables ) — Amortization ) ) Effect 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 | 6 Months Ended |
Jul. 01, 2017 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 10. Goodwill and Intangible Assets The changes in the carrying amount of goodwill during the fiscal year-to-date period ended July 1, 2017, are as follows (in thousands): Goodwill, Accumulated Goodwill, Balance at December 31, 2016 $ $ ) $ Goodwill adjustment related to acquisition — Effect of foreign currency translation — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at July 1, 2017 $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangible assets that are separable from goodwill and have determinable useful lives are valued separately and amortized over their expected useful lives. There were impairment losses of $0.5 million related to intangible assets during the second quarter of fiscal 2017. There were no impairment losses related to intangible assets during the second quarter of fiscal 2016. The components of acquired identifiable intangible assets are as follows (in thousands): July 1, December 31, Non-competition agreements, net of accumulated amortization of $411 and $3,821, respectively $ $ Customer relationships, net of accumulated amortization of $2,505 and $5,181, respectively ​ ​ ​ ​ ​ ​ ​ ​ Total, net of accumulated amortization $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jul. 01, 2017 | |
Accrued Expenses | |
Accrued Expenses | 11. Accrued Expenses Accrued expenses consist of the following (in thousands): July 1, December 31, Compensation and related expenses $ $ Income taxes payable Other ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of July 1, 2017 and December 31, 2016, approximately $32.9 million and $53.9 million, respectively, of accrued bonuses were included above in "Compensation and related expenses". |
Credit Agreement
Credit Agreement | 6 Months Ended |
Jul. 01, 2017 | |
Credit Agreement | |
Credit Agreement | 12. 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 July 1, 2017 and December 31, 2016. As of July 1, 2017 and December 31, 2016, the amount available under this revolving credit facility was reduced by certain letters of credit outstanding, which amounted to $2.8 million and $2.2 million, 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. As of July 1, 2017, CRA was in compliance with the covenants of its credit agreement. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jul. 01, 2017 | |
Revenue Recognition | |
Revenue Recognition | 13. Revenue Recognition CRA offers consulting services in two broad areas: litigation, regulatory, and financial consulting and management consulting. Together, these two service areas comprised 100.0% of CRA's consolidated revenues for the fiscal quarter and fiscal year-to-date period ended July 1, 2017. CRA recognizes all project revenue on a gross basis based on consideration of the criteria set forth in ASC Topic 605-45, Principal Agent Considerations . The contracts that CRA enters into and operates under specify whether the engagement will be billed on a time-and-materials or a fixed-price basis. Most of CRA's revenue is derived from time-and-materials service contracts. Revenues from time-and-materials service contracts are recognized as services are provided based upon hours worked and contractually agreed-upon hourly rates, as well as indirect fees based upon hours worked. Revenues from a majority of CRA's fixed-price engagements are recognized on a proportional performance method based on the ratio of costs incurred, substantially all of which are labor-related, to the total estimated project costs. In general, project costs are classified in costs of services and are based on the direct salary of the consultants on the engagement plus all direct expenses incurred to complete the engagement, including any amounts billed to CRA by its non-employee experts. 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, resulting in an impairment of their ability or intent to make payment, additional allowances may be required. A rollforward of the accounts receivable allowance is as follows (in thousands): Fiscal Year-to-Date Fiscal Year July 1, December 31, Balance at beginning of period $ $ Increases to reserve Amounts written off ) ) Effects of foreign currency translation — ​ ​ ​ ​ ​ ​ ​ ​ Balance at end of period $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ A rollforward of the unbilled receivables allowance is as follows (in thousands): Fiscal Year-to-Date Fiscal Year July 1, December 31, Balance at beginning of period $ $ Increases to reserves Amounts written off ) ) Effects of foreign currency translation — — ​ ​ ​ ​ ​ ​ ​ ​ Balance at end of period $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Generally, amounts deemed uncollectible are recorded as a reduction to revenues. During fiscal 2016, $1.1 million was recorded as a bad debt expense and reported as a component of selling, general and administrative expenses related to credit-related losses. Revenues also include reimbursable expenses, which include travel and other out-of-pocket expenses, outside consultants, and other reimbursable expenses. Reimbursable expenses are as follows (in thousands): Quarter Ended Fiscal Year-to-Date July 1, July 2, July 1, July 2, Reimbursable expenses $ $ $ $ CRA collects goods and services and value added taxes from customers and records these amounts on a net basis, which is within the scope of ASC Topic 605-45, Principal Agent Considerations. |
Net Income per Share
Net Income per Share | 6 Months Ended |
Jul. 01, 2017 | |
Net Income per Share | |
Net Income per Share | 14. Net Income 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 of 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 the second quarter of fiscal 2017 and fiscal 2016. The following table presents a reconciliation from net income to net income available to common shareholders (in thousands): Quarter Ended Fiscal Year-to-Date July 1, July 2, July 1, July 2, Net income, as reported $ $ $ $ Less: net income attributable to participating shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income available to common shareholders $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The following table presents a reconciliation of basic to diluted weighted average shares of common stock outstanding (in thousands): Quarter Ended Fiscal July 1, July 2, July 1, July 2, Basic weighted average shares outstanding Stock options ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted weighted average shares outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the second quarter and fiscal year-to-date period ended July 1, 2017, 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 192,504 and 56,360 shares, respectively. For the second quarter and fiscal year-to-date period ended July 2, 2016, 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 532,734 and 958,857 shares, respectively. These share-based awards were anti-dilutive because their exercise price exceeded the average market price over the respective period. On March 21, 2016 and May 3, 2017, CRA's Board of Directors authorized the repurchase of up to an additional $20.0 million and $20.0 million, respectively, of CRA's common stock. Repurchases under these programs are discretionary and CRA may make 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 the second quarter of fiscal year 2017, CRA repurchased and retired 389,079 shares under these share repurchase programs at an average price per share of $34.63. During the second quarter and first half of fiscal 2016, CRA repurchased and retired 672,795 shares under these share repurchase programs at an average price per share of $24.09. There was approximately $15.6 million available for future repurchases under these programs as of July 1, 2017. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 01, 2017 | |
Income Taxes | |
Income Taxes | 15. Income Taxes CRA's effective income tax rates were 34.0% and 27.0% for the second quarters of fiscal 2017 and fiscal 2016, respectively. The effective tax rate for the second quarter of fiscal 2017 was higher than the prior year primarily due to the gain on the sale of business assets of GNU of approximately $3.8 million in the second quarter of fiscal 2016, resulting in a disproportionately lower share of taxes in that quarter as the gain was offset by net operating losses that had a full valuation allowance. This increase in rate was partially offset by the second quarter of fiscal 2017 tax benefit related to stock-based compensation of approximately $0.1 million, as well as the tax implications associated with the reversal of contingent consideration recorded as discrete items during the quarter. The effective tax rate in the second quarter of fiscal 2017 was lower than the combined Federal and state statutory tax rate primarily due to a favorable geographical mix of earnings as well as the tax benefit related to stock-based compensation and the tax implications associated with the reversal of contingent consideration recorded as discrete items during the quarter. The effective tax rate in the second quarter of fiscal 2016 was lower than the combined Federal and state statutory tax rate due to a favorable geographical mix of earnings, as well as the sale of business assets described above. CRA's effective income tax rates were 36.0% and 33.1% for the first half of fiscal 2017 and fiscal 2016, respectively. The effective tax rate for the first half of 2017 was higher than the prior year primarily due to the gain on the sale of business assets of GNU of approximately $3.8 million in the second quarter of fiscal 2016, resulting in a disproportionately lower share of taxes in that quarter as the gain was offset by net operating losses that had a full valuation allowance. Additionally, the effective tax rate for the first half of 2017 was higher than the prior year due to an unfavorable discrete item recorded in the first quarter. This increase in rate was partially offset by the year-to-date fiscal 2017 tax benefit related to stock-based compensation of approximately $0.3 million, as well as the tax implications associated with the reversal of contingent consideration recorded as discrete items during the first and second quarters. The effective tax rate in the first half of fiscal 2017 was lower than the combined Federal and state statutory tax rate primarily due to a favorable geographical mix of earnings, as well as the tax benefit related to stock-based compensation and the tax implications associated with the reversal of contingent consideration, offset partially by an unfavorable item, all recorded discretely during the first and second fiscal quarters of 2017. The effective tax rate in the first half of fiscal 2016 was lower than the combined Federal and state statutory tax rate primarily due to a favorable geographical mix of earnings, as well as the sale of business assets described above. CRA has not provided for deferred income taxes or foreign withholding taxes on undistributed earnings from its foreign subsidiaries as of July 1, 2017 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 from operations and availability from its U.S. revolving credit facility to fund its U.S. operational and strategic needs. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 01, 2017 | |
Commitments and Contingencies | |
Commitments and Contingencies | 16. Commitments and Contingencies On April 21, 2017, CRA entered into the first amendment of the New York, New York lease for an additional 16,587 square feet of office space. The lease for the additional space commenced on April 15, 2017 and will expire on April 30, 2028. The amendment also extends the term of the previously leased space of 25,261 square feet of the same office building to the same date. The annual base rent for the additional space will be approximately $1.2 million per year subject to an increase of approximately 8% after five years. The amendment includes a base rent abatement of approximately $1.2 million as well as a tenant improvement allowance of approximately $1.4 million. On May 8, 2017, CRA entered into the first amendment of the Chicago, Illinois lease to extend the term of the leased space of 41,642 square feet, for an additional ten years ending on July 31, 2028. Beginning on August 1, 2018, the annual base rent will be approximately $1.1 million per year, subject to annual increases of approximately 2.5% per year. The amendment includes a base rent abatement of approximately $0.9 million, as well as a tenant improvement allowance of approximately $2.3 million. 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 01, 2017 | |
Subsequent Events | |
Subsequent Events | 17. Subsequent Events On July 27, 2017, CRA announced that its Board of Directors declared a quarterly cash dividend of $0.14 per common share, payable on September 15, 2017 to shareholders of record as of August 29, 2017. |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
C1 Consulting | |
Business Acquisitions | |
Schedule of acquired assets and liabilities assumed from the purchase | The following table shows CRA's acquired assets and liabilities assumed from the purchase of C1 Consulting (in thousands): Assets Acquired: Current assets: Accounts receivable and unbilled receivables $ Other current assets ​ ​ ​ ​ ​ Total current assets ​ ​ ​ ​ ​ Property and equipment Other non-current assets Intangible assets Goodwill ​ ​ ​ ​ ​ Total assets acquired $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities Assumed: Current liabilities: Deferred revenue $ Accrued expenses and other current liabilities ​ ​ ​ ​ ​ Total current liabilities ​ ​ ​ ​ ​ Contingent consideration ​ ​ ​ ​ ​ Total liabilities assumed ​ ​ ​ ​ ​ Net assets acquired $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Fair value of Financial Instr26
Fair value of Financial Instruments (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Fair Value of Financial Instruments | |
Financial instruments that are measured and recorded at fair value on a recurring basis | The following table shows CRA's financial instruments as of July 1, 2017 and December 31, 2016 that are measured and recorded in the financial statements at fair value on a recurring basis (in thousands): July 1, 2017 Quoted Prices in Active Markets Significant Other Significant Level 1 Level 2 Level 3 Assets: Money market funds $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Assets $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: Contingent consideration liability $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2016 Quoted Prices in Active Markets Significant Other Significant Level 1 Level 2 Level 3 Assets: Money market funds $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Assets $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: Contingent consideration liability $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Summary of the changes in the contingent consideration liabilities | The following table summarizes the changes in the contingent consideration liabilities over the fiscal year-to-date period ended July 1, 2017 and the fiscal year ended December 31, 2016 (in thousands): July 1, December 31, Beginning balance $ $ Acquisitions — Remeasurement of acquisition-related contingent consideration ) Accretion — Payments ) ) Effects of foreign currency translation ) ​ ​ ​ ​ ​ ​ ​ ​ Ending balance $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Forgivable Loans (Tables)
Forgivable Loans (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Forgivable Loans | |
Schedule of forgivable loans activity | Forgivable loan activity for the fiscal year-to-date period ended July 1, 2017 and fiscal year ended December 31, 2016 is as follows (in thousands): July 1, December 31, Beginning balance $ $ Advances Accruals — Repayments ) ) Reclassification to other receivables ) — Amortization ) ) Effect 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) | 6 Months Ended |
Jul. 01, 2017 | |
Goodwill and Intangible Assets | |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill during the fiscal year-to-date period ended July 1, 2017, are as follows (in thousands): Goodwill, Accumulated Goodwill, Balance at December 31, 2016 $ $ ) $ Goodwill adjustment related to acquisition — Effect of foreign currency translation — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at July 1, 2017 $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of components of acquired identifiable intangible assets | The components of acquired identifiable intangible assets are as follows (in thousands): July 1, December 31, Non-competition agreements, net of accumulated amortization of $411 and $3,821, respectively $ $ Customer relationships, net of accumulated amortization of $2,505 and $5,181, respectively ​ ​ ​ ​ ​ ​ ​ ​ Total, net of accumulated amortization $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Accrued Expenses | |
Schedule of accrued expenses | Accrued expenses consist of the following (in thousands): July 1, December 31, Compensation and related expenses $ $ Income taxes payable Other ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Revenue Recognition | |
Schedule of activity of accounts receivable allowance | A rollforward of the accounts receivable allowance is as follows (in thousands): Fiscal Year-to-Date Fiscal Year July 1, December 31, Balance at beginning of period $ $ Increases to reserve Amounts written off ) ) Effects of foreign currency translation — ​ ​ ​ ​ ​ ​ ​ ​ Balance at end of period $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of activity of unbilled receivables allowance | A rollforward of the unbilled receivables allowance is as follows (in thousands): Fiscal Year-to-Date Fiscal Year July 1, December 31, Balance at beginning of period $ $ Increases to reserves Amounts written off ) ) Effects of foreign currency translation — — ​ ​ ​ ​ ​ ​ ​ ​ Balance at end of period $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of reimbursable expenses included in revenues | Reimbursable expenses are as follows (in thousands): Quarter Ended Fiscal Year-to-Date July 1, July 2, July 1, July 2, Reimbursable expenses $ $ $ $ |
Net Income per Share (Tables)
Net Income per Share (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Net Income 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 net income available to common shareholders (in thousands): Quarter Ended Fiscal Year-to-Date July 1, July 2, July 1, July 2, 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 | The following table presents a reconciliation of basic to diluted weighted average shares of common stock outstanding (in thousands): Quarter Ended Fiscal July 1, July 2, July 1, July 2, Basic weighted average shares outstanding Stock options ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted weighted average shares outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Description of Business (Detail
Description of Business (Details) | 6 Months Ended |
Jul. 01, 2017segmentitem | |
Description of Business | |
Number of broad areas of consulting services | item | 2 |
Number of business segment | segment | 1 |
Principles of Consolidation (De
Principles of Consolidation (Details) - USD ($) $ in Thousands | Apr. 13, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | Apr. 13, 2017 |
Sale of GNU interest | ||||||
Purchase price received | $ 250 | $ 1,100 | ||||
GNU gain on sale of business assets | $ 250 | $ 3,836 | $ 250 | $ 3,836 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | GNU | ||||||
Sale of GNU interest | ||||||
Purchase price receivable | $ 1,350 | $ 250 | ||||
Purchase price received | $ 1,100 | |||||
GNU | Disposal Group, Disposed of by Sale, Not Discontinued Operations | GNU | ||||||
Sale of GNU interest | ||||||
GNU gain on sale of business assets | 250 | 3,800 | ||||
GNU | ||||||
GNU Interest | ||||||
Percentage of ownership interest held by the entity | 55.89% | 55.89% | ||||
CRA | Disposal Group, Disposed of by Sale, Not Discontinued Operations | GNU | ||||||
Sale of GNU interest | ||||||
GNU gain on sale of business assets | $ 140 | $ 2,100 |
Recent Accounting Standards A34
Recent Accounting Standards Adopted (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2017 | Apr. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | |
Recent Accounting Standards Adopted | |||||
Tax benefit | $ (2,012) | $ (2,502) | $ (3,790) | $ (4,448) | |
ASU 2016-09 | |||||
Recent Accounting Standards Adopted | |||||
Tax benefit | $ 300 |
Business Acquisitions (Details)
Business Acquisitions (Details) - USD ($) $ in Thousands | Jan. 30, 2017 | Jul. 01, 2017 | Dec. 31, 2016 |
Current assets: | |||
Goodwill | $ 87,740 | $ 74,764 | |
C1 Consulting LLC | |||
Business Acquisitions | |||
Maximum earnout period (in years) | 4 years | ||
Current assets: | |||
Accounts receivable and unbilled receivables | $ 3,898 | ||
Other current assets | 10 | ||
Total current assets | 3,908 | ||
Property and equipment | 206 | ||
Other non-current assets | 106 | ||
Intangible assets | 8,800 | ||
Goodwill | 12,240 | ||
Total assets acquired | 25,260 | ||
Current liabilities: | |||
Deferred revenue | 3,140 | ||
Accrued expenses and other current liabilities | 600 | ||
Total current liabilities | 3,740 | ||
Contingent consideration | 2,357 | ||
Total liabilities assumed | 6,097 | ||
Net assets acquired | $ 19,163 | ||
C1 Consulting LLC | Selling, general and administrative expenses | |||
Current liabilities: | |||
Transaction related costs | $ 500 | ||
C1 Consulting LLC | Non-competition agreements | |||
Current liabilities: | |||
Estimated useful life (in years) | 5 years | ||
C1 Consulting LLC | Customer relationships | |||
Current liabilities: | |||
Estimated useful life (in years) | 10 years |
Fair Value of Financial Instr36
Fair Value of Financial Instruments (Details) - Recurring - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jul. 01, 2017 | Dec. 31, 2016 | Jul. 01, 2017 | Dec. 31, 2016 | |
Level 1 | ||||
Fair Value of Financial Instruments | ||||
Total Assets | $ 4 | $ 10,024 | ||
Level 1 | Money market funds | ||||
Fair Value of Financial Instruments | ||||
Cash and cash equivalents | 4 | 10,024 | ||
Level 3 | ||||
Fair Value of Financial Instruments | ||||
Contingent consideration liability | $ 549 | $ 773 | 2,946 | 549 |
Total Liabilities | $ 2,946 | $ 549 | ||
Summary of changes in contingent consideration liability | ||||
Beginning Balance | 549 | 773 | ||
Acquisitions | 2,357 | |||
Remeasurement of acquisition-related contingent consideration | (296) | 71 | ||
Accretion | 589 | |||
Payments | (299) | (292) | ||
Effects of foreign currency translation | 46 | (3) | ||
Ending Balance | $ 2,946 | $ 549 |
Forgivable Loans (Details)
Forgivable Loans (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 01, 2017 | Dec. 31, 2016 | |
Forgivable loans activity | ||
Beginning balance | $ 33,962 | $ 44,685 |
Advances | 4,205 | 6,949 |
Accruals | 316 | |
Repayments | (130) | (709) |
Reclassification to other receivables | (1,852) | |
Amortization | (6,873) | (16,575) |
Effect of foreign currency translation | 218 | (704) |
Ending balance | 29,530 | 33,962 |
Current portion of forgivable loans | 7,319 | 5,897 |
Non-current portion of forgivable loans | $ 22,211 | $ 28,065 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jul. 02, 2016 | Jul. 01, 2017 | |
Changes in the carrying amount of goodwill | ||
Balance at the beginning of the period, Goodwill gross | $ 151,181 | |
Goodwill adjustments related to acquisitions | 12,250 | |
Effect of foreign currency translation | 726 | |
Balance at the end of the period, Goodwill gross | 164,157 | |
Balance at the beginning of the period, Accumulated impairment losses | (76,417) | |
Balance at the end of the period, Accumulated impairment losses | (76,417) | |
Balance at the beginning of the period, Goodwill, net | 74,764 | |
Balance at the end of the period, Goodwill, net | 87,740 | |
Intangible assets impairment losses | $ 0 | $ 510 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Acquired and Amortization (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Acquired identifiable intangible assets | ||
Acquired identifiable intangible assets, net of accumulated amortization | $ 10,227 | $ 2,685 |
Non-competition agreements | ||
Acquired identifiable intangible assets | ||
Acquired identifiable intangible assets, net of accumulated amortization | 312 | 80 |
Accumulated amortization | 411 | 3,821 |
Customer relationships | ||
Acquired identifiable intangible assets | ||
Acquired identifiable intangible assets, net of accumulated amortization | 9,915 | 2,605 |
Accumulated amortization | $ 2,505 | $ 5,181 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Accrued Expenses | ||
Compensation and related expenses | $ 46,997 | $ 67,582 |
Income taxes payable | 346 | 534 |
Other | 12,373 | 7,165 |
Total | 59,716 | 75,281 |
Accrued bonuses | $ 32,900 | $ 53,900 |
Credit Agreement (Details)
Credit Agreement (Details) - USD ($) $ in Millions | Jul. 01, 2017 | Dec. 31, 2016 |
Revolving credit facility | ||
Senior Loan Agreement | ||
Revolving credit facility, maximum capacity | $ 125 | |
Amount of borrowings under revolving credit facility | 0 | $ 0 |
Amounts outstanding under letters of credit | 2.8 | $ 2.2 |
Letters of credit | ||
Senior Loan Agreement | ||
Revolving credit facility, maximum capacity | $ 15 |
Revenue Recognition - General (
Revenue Recognition - General (Details) | 3 Months Ended | 6 Months Ended |
Jul. 01, 2017item | Jul. 01, 2017item | |
Concentration Risk | ||
Number of broad areas of consulting services | 2 | 2 |
Revenue Benchmark | Revenue Concentration Risk | Consulting services in two broad areas | ||
Concentration Risk | ||
Number of broad areas of consulting services | 2 | 2 |
Percentage of consolidated revenues | 100.00% | 100.00% |
Revenue Recognition - Accounts
Revenue Recognition - Accounts Receivable Allowance - (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 01, 2017 | Dec. 31, 2016 | |
Roll forward of the accounts receivable allowance | ||
Balance at beginning of period | $ 4,253 | $ 3,648 |
Increases to reserves | 4,618 | 2,761 |
Amounts written off | (1,968) | (2,156) |
Effects of foreign currency translation | 7 | |
Balance at end of period | $ 6,910 | $ 4,253 |
Revenue Recognition - Unbilled
Revenue Recognition - Unbilled Receivables (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | Dec. 31, 2016 | |
Roll forward of the unbilled receivables allowance | |||||
Balance at beginning of period | $ 1,720 | $ 2,354 | $ 2,354 | ||
Increases to reserves | 1,299 | 2,102 | |||
Amounts written off | (324) | (2,736) | |||
Balance at end of period | $ 2,695 | 2,695 | 1,720 | ||
Bad debt expense | 1,968 | 2,156 | |||
Reimbursable expenses | $ 10,648 | $ 8,511 | $ 19,788 | $ 16,541 | |
Selling, general and administrative expenses | |||||
Roll forward of the unbilled receivables allowance | |||||
Bad debt expense | $ 1,100 |
Net Income per Share (Details)
Net Income per Share (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | |
Net income available to common shareholders | ||||
Net income, as reported | $ 3,813 | $ 5,215 | $ 6,666 | $ 7,637 |
Less: net income attributable to participating shares | 24 | 37 | 44 | 54 |
Net income available to common shareholders | $ 3,789 | $ 5,178 | $ 6,622 | $ 7,583 |
Reconciliation of basic to diluted weighted average shares of common stock outstanding | ||||
Basic weighted average shares outstanding | 8,428,000 | 8,695,000 | 8,423,000 | 8,783,000 |
Stock options | 190,000 | 84,000 | 196,000 | 42,000 |
Diluted weighted average shares outstanding | 8,618,000 | 8,779,000 | 8,619,000 | 8,825,000 |
Calculation of common stock equivalents for purposes of computing diluted weighted average shares outstanding | ||||
Anti-dilutive securities excluded from EPS computation (in shares) | 192,504 | 532,734 | 56,360 | 958,857 |
Net Income per Share - Share Re
Net Income per Share - Share Repurchase Programs (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 02, 2016 | May 03, 2017 | Mar. 21, 2016 | |
Share Repurchase Program | |||||
Share repurchase program, amount authorized to be repurchased | $ 20 | $ 20 | |||
Number of shares repurchased and retired | 389,079 | 672,795 | 672,795 | ||
Average repurchase price per share (in dollars per share) | $ 34.63 | $ 24.09 | $ 24.09 | ||
Amount available for future repurchases | $ 15.6 |
Income Taxes - (Details)
Income Taxes - (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jul. 02, 2016 | Jul. 01, 2017 | Jul. 02, 2016 | |
Changes in the balances of gross unrecognized tax benefits | ||||
Effective tax rate (as a percent) | 34.00% | 27.00% | 36.00% | 33.10% |
GNU gain on sale of business assets | $ 250 | $ 3,836 | $ 250 | $ 3,836 |
Tax benefit related to stock-based compensation | $ 100 | $ 300 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | May 08, 2017USD ($)ft² | Apr. 21, 2017USD ($)ft² |
New York, New York | ||
Operating Lease Rent | ||
Additional lease area | ft² | 16,587 | |
Lease area | ft² | 25,261 | |
Annual base rent | $ 1.2 | |
Increase in annual base rent (as a percent) | 8.00% | |
Number of years of annual base rent | 5 years | |
Rent abatement | $ 1.2 | |
Tenant improvement allowance | $ 1.4 | |
Chicago, Illinois | ||
Operating Lease Rent | ||
Lease area | ft² | 41,642 | |
Annual base rent | $ 1.1 | |
Increase in annual base rent (as a percent) | 2.50% | |
Rent abatement | $ 0.9 | |
Tenant improvement allowance | $ 2.3 | |
Lease extension term | 10 years |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 27, 2017$ / shares |
Subsequent Events | |
Subsequent Events | |
Common stock quarterly cash dividend declared (in dollars per share) | $ 0.14 |