Summary of Significant Accounting Policies | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the contract price is fixed or determinable, and collectability is reasonably assured. The Company enters into three types of contracts: time-and-materials, cost-based, and fixed-price. • Time-and-Materials Contracts. • Cost-Based Contracts . • Fixed-Price Contracts . • Proportional Performance: progress towards completion can be measured based on a reliable output or input. • Specific Performance : hen the services to be performed consist of a single act, revenue is recognized at the time the act is performed or at the completion of the single service. • Straight-Line • Completed Contract Revenue recognition requires the Company to use judgment relative to assessing risks, estimating contract revenue and costs or other variables, and making assumptions for scheduling and technical issues. Due to the size and nature of many of the Company’s contracts, the estimation of revenue and the cost to perform for contracts in process can be complicated and subject to many variables. Contract costs include labor, subcontractor costs, and other direct costs, as well as an allocation of indirect costs. At times, the Company must also make assumptions regarding the length of time to complete the contract because costs include expected increases in wages, prices for subcontractors, and other direct costs. From time to time, the Company obtains new information which causes it to revise its estimated total costs or hours to fulfill contract requirements and thus the associated revenue earned on a contract. To the extent that a revised estimate affects contract profit or revenue previously recognized, the Company records the cumulative effect of the revision in the period in which the facts requiring the revision become known. A provision for the full amount of an anticipated loss on any type of contract is recognized in the period in which the anticipated loss becomes probable and can be reasonably estimated. As a result, operating results could be affected by revisions to prior accounting estimates. Contractual arrangements are evaluated to assess whether revenue should be recognized on a gross versus net basis. Management’s assessment when determining gross versus net revenue recognition is based on several factors, such as whether the Company serves as the primary service provider, has autonomy in selecting subcontractors, or has credit risk, all of which are primary indicators that the Company serves as the principal to the transaction. In such cases, revenue is recognized on a gross basis. When such indicators are not present and the Company is primarily functioning as an agent under an arrangement, revenue is recognized on a net basis, being limited to fees earned for facilitating the transaction. Payments to the Company on cost-based contracts with the U.S. federal government are provisional payments subject to audit and adjustment by the government. Indirect costs applied to government contracts are also subject to audit and adjustment and such audits have been finalized only through December 31, 2007. Contract revenue has been recorded in amounts that are expected to be realized on final audit and settlement of costs. The Company prepares client invoices in accordance with the terms of the applicable contract, and billing terms may not be directly related to the performance of services. Unbilled receivables are invoiced based on the achievement of specific events as defined by each contract, including deliverables, timetables, and incurrence of certain costs. Unbilled receivables are classified as a current asset. Advanced billings to clients in excess of revenue earned are recorded as deferred revenue until the revenue recognition criteria are met. Reimbursements of out-of-pocket expenses are included in revenue when the corresponding costs are included in the cost of revenue. The Company records revenue net of taxes collected from clients when the taxes are to be remitted to governmental authorities. The Company may proceed with work based on client direction prior to the completion and signing of formal contract documents. The Company has a review process for approving any such work. Revenue associated with such work is recognized only when it can be reliably estimated and realization is probable. The Company bases its estimates on a variety of factors, including previous experiences with the client, communications with the client regarding contract status, and its knowledge of the likelihood that contractual limits, or funding, will be increased. Cash and Cash Equivalents The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. Restricted Cash The Company has restricted cash representing amounts held in escrow accounts and/or not readily available due to contractual restrictions. Allowance for Doubtful Accounts The Company considers a number of factors in its estimate of allowance for doubtful accounts, including the customer’s financial condition, historical collection experience, and other factors that may bear on collectability of the receivables. The Company writes off contract receivables when such amounts are determined to be uncollectible. Property and Equipment Property and equipment are carried at cost and are depreciated using the straight-line method over their estimated useful lives, which range from two to seven years. Leasehold improvements are amortized on a straight-line basis over the shorter of the economic life of the improvement or the related lease term. Goodwill and Other Intangible Assets The purchase price of an acquired business is allocated to the tangible assets and separately identifiable intangible assets acquired, less liabilities assumed, based on their respective fair values, with the excess recorded as goodwill. Goodwill represents the excess of costs over the fair value of net assets of businesses acquired. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead are reviewed for impairment annually, or more frequently if impairment indicators arise. Intangible assets with estimable useful lives are amortized over such lives and reviewed for impairment if impairment indicators arise. Impairment The Company has historically performed its annual goodwill impairment test as of September 30 of each year. Effective for the annual goodwill impairment test for 2017, the Company performed the required annual test as of October 1. During the fourth quarter of 2017, the Company early adopted the Accounting Standards Update 2017-04, Intangibles—Goodwill and Other (Topic 350) (ASU 2017-04) issued by the Financial Accounting Standards Board (the “FASB”). ASU 2017-04 simplified the calculation and recognition of impairment of goodwill if there is evidence of an impairment based on qualitative or quantitative assessments by eliminating Step 2 of the two step impairment test required by the prior accounting standard. For the purposes of performing the annual goodwill impairment test, the Company has one reporting unit. For the goodwill impairment test as of October 1, 2017, the Company opted to perform a qualitative assessment of whether it is more likely than not that its reporting unit's fair value is less than its carrying amount. If, after completing its qualitative assessment, the Company determines that it is more likely than not that the estimated fair value of the reporting unit exceeded its carrying amount, it may conclude that no impairment exists. If the Company concludes otherwise, a goodwill impairment test must be performed, which includes a comparison of the reporting unit’s fair value to the carrying amount and recognizing as an impairment loss the difference of the reporting unit’s fair value and the carrying amount of goodwill. The Company’s qualitative analysis as of October 1, 2017 included macroeconomic, industry and market specific considerations, financial performance indicators and measurements, and other factors. Based on this qualitative assessment, the Company determined that it is more likely than not that the fair value of its reporting unit exceeded its carrying amount, and thus the impairment test was not required to be performed. Therefore, based on management’s review, a goodwill impairment loss was not required for 2017. Historically, the Company has not recorded any goodwill impairment losses. The Company is required to review long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less cost to sell. Capitalized Software The Company capitalizes eligible costs to develop enhancements and upgrades to internal-use software that are incurred subsequent to the preliminary project stage. Amortization expense is recorded on a straight-line basis over the expected economic life of the software, typically lasting three to five years. During the years ended December 31, 2017, 2016, and 2015, the costs capitalized for the development of internal-use software were not material to the Company’s consolidated financial statements. Deferred Rent The Company recognizes rent expense on a straight-line basis over the non-cancellable term of each lease, including renewal option periods when renewal is reasonably assured or executed. Lease incentives or abatements received at or near the inception of leases are accrued and amortized ratably over the life of the lease. Stock-based Compensation The Company recognizes stock-based compensation expense related to share-based payments to employees, including grants of employee stock options, restricted stock awards, restricted stock units (“RSUs”), and cash-settled restricted stock units (“CSRSUs”) on a straight-line basis over the requisite service period, which is generally the vesting period. The Company recognizes expense for performance-based share awards (“PSAs”), which have both a performance and condition, on a straight-line basis over the three-year performance period. Non-employee director awards, which do not include vesting conditions, are for board-related services and therefore expensed when earned. Stock-based compensation expense is based on the estimated fair value of the instruments on award and the estimated number of shares the Company ultimately expects will vest. The Company estimates the rate of future forfeitures based on factors such as historical experience and employee class. In addition, the estimation of PSAs that will ultimately vest requires judgment based on the performance and market conditions that will be achieved over the performance period. Changes to these estimates are recorded as a cumulative adjustment in the period estimates are revised. The fair value of stock options, restricted stock awards, RSUs, PSAs, and non-employee director awards is estimated based on the fair value of a share of common stock at the grant date. The Company has elected to use the Black-Scholes-Merton option pricing model to determine the fair value of stock options. The fair value of PSAs is estimated using a Monte Carlo simulation model. CSRSUs are settled only in cash payments. The cash payment is based on the fair value of the Company’s stock price at the vesting date, calculated by multiplying the number of CSRSUs vested by the Company’s closing stock price on the vesting date, subject to a maximum payment cap and a minimum payment floor. The Company treats these awards as liability-classified awards, and, therefore, accounts for them at fair value estimated based on the closing price of the Company’s stock at the reporting date. Other Comprehensive Income (Loss) Other comprehensive income (loss) represents foreign currency translation adjustments arising from the use of differing exchange rates from period to period and the gain on the sale of an interest rate hedge agreement. The financial positions and results of operations of the Company’s foreign subsidiaries are based on the local currency as the functional currency and are translated to U.S. dollars for financial reporting purposes. Assets and liabilities of the subsidiaries are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. Translation adjustments are reported in accumulated other comprehensive loss included in stockholders’ equity in the Company’s consolidated balance sheets. The activity included in other comprehensive income (loss), net of tax, in the Company’s consolidated statements of comprehensive income for each period reported is summarized below. Year ended December 31, 2017 2016 2015 Foreign currency translation adjustments $ 4,177 $ (4,321 ) $ (5,676 ) Foreign currency realized losses reclassified into earnings — (3 ) 666 Change in fair value of derivative designated as cash flow hedge 441 — — Gain on sale of interest rate hedging agreement, net of tax (1) (17 ) 2,175 — Other comprehensive income (loss), net of tax (2) $ 4,601 $ (2,149 ) $ (5,010 ) ( 1 ) On December 1, 2016, the Company sold the interest rate hedge agreement. The fair value of the interest rate hedge was recorded in other comprehensive income (loss), net of tax, and will be reclassified to earnings when earnings are impacted by the cash flows of the hedged items, the interest payments on the Credit Facility or its replacement from January 31, 2018 to January 31, 2023. See additional details on the hedge agreement in Note 9—Derivative Instruments and Hedging Activities. ( 2 ) Net of tax of $1.0 million, $2.2 million, and $1.0 million for the years ended December 31, 2017, 2016, and 2015, respectively. Derivative Instruments Derivative instruments designated as cash flow hedges are recorded on the consolidated balance sheet at fair value as of the reporting date, and the effective portion of the hedge is recorded in other comprehensive income (loss) on the consolidated statement of comprehensive income and reclassified to earnings in the period that the hedged instruments affect earnings. Management reviews the effectiveness of the hedges on a quarterly basis. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company evaluates its ability to benefit from all deferred tax assets and establishes valuation allowances for amounts it believes will more likely than not be unrealizable. For uncertain tax positions, the Company uses a more-likely-than-not recognition threshold based on the technical merits of the income tax position taken. Income tax positions that meet the more-likely-than-not recognition threshold are measured in order to determine the tax benefit recognized in the financial statements. Treasury Shares Treasury shares are accounted for under the cost method. Segment, Customer and Geographic Information The Company operates in one segment based on the consolidated information used by its chief operating decision maker in evaluating the financial performance of its business and allocating resources. This single segment represents the Company’s core business which is providing professional services for government and commercial clients. Although, in order to provide insight into the breadth of its capabilities and diversity of its client base, the Company describes its clients’ four key market areas and evaluates its revenue based on the type of client served, the Company does not manage its business or allocate resources based on those service offerings or types of clients. Approximately $550.3 million, $563.0 million, and $540.0 million of the Company’s revenue for the years 2017, 2016, and 2015, respectively, was derived under prime contracts and subcontracts with agencies and departments of the federal government representing 45%, 48%, and 48% of total revenue, respectively. No other customer accounted for 10% or more of the Company’s revenue during the years ended 2017, 2016, and 2015, respectively. The Company’s international operations provide services to both commercial and international government clients. Revenue is attributed to a particular geographic area based on the administrative location of the client that awarded the contract. The Company’s revenue generated from international clients as a percentage of total revenue was approximately 9%, 10%, and 11% for the years 2017, 2016, and 2015, respectively. At December 31, 2017 and 2016, long-lived assets held internationally were not material. Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and contract receivables. The majority of the Company’s cash transactions are processed through one U.S. commercial bank. Cash held domestically in excess of daily requirements is used to reduce any amounts outstanding under the Company’s Credit Facility. As of December 31, 2017 and 2016, the Company held approximately $10.4 million and $5.4 million, respectively, of cash in foreign bank accounts. To date, the Company has not incurred losses related to cash and cash equivalents. The Company’s contract receivables consist principally of receivables from agencies and departments of, as well as from prime contractors to, the U.S. federal, state and local, and international governments, as well as from commercial organizations. The Company believes that this respect to federal and other governments, including when the Company is a subcontractor to a prime contractor, The Company has historically been, and continues to be, heavily dependent on contracts with the federal government and is subject to audit, in particular, by agencies of the federal government. Such audits determine, among other things, whether an adjustment of invoices rendered to the government is appropriate under the underlying terms of the contracts. Management does not expect any significant adjustments as a result of government audits that will adversely affect the Company’s financial position. Recent Accounting Pronouncements Recent Accounting Pronouncements Adopted Cash Receipts and Cash Payments In August 2016, FASB issued Accounting Standard Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments that addressed eight specific cash flow issues to reduce the existing diversity in practice. During the third quarter of 2017, the Company elected to early adopt ASU 2016-15, which did not have a material impact on the Company’s consolidated financial statements. Restricted Cash In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), which requires entities to show the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and cash equivalents in the statement of cash flows. During the third quarter of 2017, the Company elected to early adopt ASU 2016-18 retrospectively, with adjustments to the 2016 and 2015 fiscal years’ consolidated statements of cash flows. The impact of the adoption on the Company’s previously reported consolidated statements of cash flows is summarized as follows: Year Ended December 31, 2016 Year Ended December 31, 2015 As Reported As Adjusted As Reported As Adjusted Restricted cash $ (494 ) $ — $ 116 $ — Net Cash Provided by Operating Activities 79,563 80,057 76,319 76,203 Effect of exchange rate changes on cash (403 ) (416 ) (1,746 ) (1,746 ) (Decrease) Increase in Cash and Cash Equivalents (1,705 ) — (4,375 ) — Increase in Cash, Cash Equivalents, and Restricted Cash — (1,224 ) — (4,491 ) Cash and Cash Equivalents, Beginning Period 7,747 — 12,122 — Cash, Cash Equivalents, and Restricted Cash, Beginning Period — 9,109 — 13,600 Cash and Cash Equivalents, End of Period 6,042 — 7,747 — Cash, Cash Equivalents, and Restricted Cash, End of Period — 7,885 — 9,109 Goodwill In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) (ASU 2017-04), which simplifies the measurement of goodwill during the execution of a goodwill impairment test in the event that there is evidence of an impairment based on qualitative or quantitative assessments. ASU 2017-04 does not change how the goodwill impairment is identified, and the Company will continue to perform a qualitative assessment annually to determine whether the two-step impairment test is required. The previous accounting standard required the impairment loss to be recognized under Step 2 of the impairment test. This required the Company to determine whether the carrying amount of the reporting unit’s goodwill exceeds its implied fair value. The implied fair value was calculated by assigning the fair value of the reporting unit to all of its assets and liabilities as if it had been acquired in a business combination. The new standard requires the Company to determine the fair value of the reporting unit and subtract the carrying amount from the fair value of the reporting unit to determine if there is any impairment. If the Company concludes that an impairment exists, an impairment loss will be recorded reflecting the difference of the reporting unit’s estimated fair value over its carrying amount. During the fourth quarter of 2017, the Company elected to early adopt ASU 2017-04, which did not have a material impact on the Company’s consolidated financial statements. Derivative and Hedging In August 2017, the FASB issued ASU 2017-12: Derivatives and Hedging (Topic 815) (ASU 2017-12). ASU 2017-12’s objective is to improve the financial reporting of an entity’s hedges and better aligns an entity’s hedge accounting with the entity’s risk management strategies, as well as simplify the current hedge accounting guidance. During the fourth quarter of 2017, the Company elected to early adopt ASU 2017-12, which did not have a material impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). ASU 2014-09 provides a single comprehensive revenue recognition framework and supersedes existing revenue recognition guidance. Included in the new principles-based revenue recognition model are changes to the basis for determining the timing for revenue recognition. In addition, the standard expands and improves revenue disclosures. In August 2015, the FASB issued ASU 2015-14 to amend ASU 2014-09 in order to defer the effective date of the new standard. In accordance with this update, the Company elected to adopt the requirements of the new standard effective January 1, 2018. The Company has evaluated the impact of the new guidance on the timing of revenue and expanded disclosure requirements. The Company has concluded that, for the majority of its contracts, there is no material change in the timing of revenue recognition. However, the new standard will result in a change in revenue timing for performance incentives under certain contracts. Under the prior guidance, performance incentives were recognized as revenue when specific quantitative goals were achieved, generally at the end of a measurement period. Under the new standard, these incentives are considered variable consideration and the Company will include in revenue the most likely amount of the priced incentives to be earned as contract work is performed and recognize revenue associated with the incentives over the term of the agreement. This change is not expected to result in a material change to the Company’s annual revenue since most incentives have a one-year measurement period which is aligned with the Company’s fiscal year, but the change may accelerate revenue recognized on a quarterly basis. As of January 1, 2018, the Company adopted the standard using the modified retrospective transition method. Under the modified retrospective method, the new standard applies to new contracts and those that were not completed as of January 1, 2018. For those contracts not completed as of January 1, 2018, the Company is finalizing the catch-up adjustment to retained earnings but does not expect the transition adjustment to be material to the consolidated financial statements. Total net cash provided by operating activities and net cash used by investing and financing activities will not be impacted by the adoption of the new standard. Prior periods will not be retrospectively adjusted, but the Company will maintain dual reporting for the year of initial application in order to disclose the effect on revenue of adopting the new guidance. Additional disclosures under the new standard will, among other required disclosures, disaggregate revenue into categories that reflect how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update revises an entity’s accounting for operating leases and requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. This update also requires that lessees recognize assets and liabilities on the balance sheet for the rights and obligations created by all such leases and requires disclosures designed to give financial statement users information on the amount and timing of lease expenses arising from such leases. These disclosures include certain qualitative and specific quantitative disclosures. For lessees, the new guidance is not expected to significantly change the recognition, measurement, and presentation of expenses arising from a lease. This update is effective for the first interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company continues to evaluate the impact of adopting ASU 2016-02, the elections to be made at adoption in a modified retrospective approach, the impact of future modifications to the new accounting pronouncement, our inventory of operating leases, the software options that will aid in the implementation and accounting under the new accounting pronouncement, and the timing of adoption. Accumulated other comprehensive In February 2018, the FASB issued ASU 2018-02: Income Statement – Reporting Comprehensive Income (Topic 220) (ASU 2018-02). ASU 2018-02’s objective is to address the application of ASC 740 to certain provisions of the new tax reform legislation commonly known as Tax Cuts and Jobs Act (the “Tax Act”). ASC 740 requires the effect of a change in tax rates on deferred assets and liabilities be included in income from continuing operations in the reporting period that contains the enactment date of the change. The guidance applies even in situations in which the tax effects were initially recognized directly in other comprehensive income at the previous rate, resulting in a stranded amount in accumulated other comprehensive income (loss) (AOCI) related to the income tax rate differential. ASU 2018-02 requires the Company to reclassify the amount of stranded taxes in AOCI to retained earnings. This update is effective for fiscal years beginning after December 15, 2018, including interim periods therein, and early adoption is permitted. The Company is currently evaluating the impact of the pronouncement on the consolidated financial statements. |