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| CRAI > SEC Filings for CRAI > Form 10-Q on 8-Aug-2012 | All Recent SEC Filings |
8-Aug-2012
Quarterly Report
Forward-Looking Statements
Except for historical facts, the statements in this quarterly report are forward-looking statements. Forward-looking statements are merely our current predictions of future events. These statements are inherently uncertain, and actual events could differ materially from our predictions. Important factors that could cause actual events to vary from our predictions include those discussed below under the heading "Risk Factors." We assume no obligation to update our forward-looking statements to reflect new information or developments. We urge readers to review carefully the risk factors described in this quarterly report and in the other documents that we file with the Securities and Exchange Commission, or SEC. You can read these documents at www.sec.gov.
Our principal internet address is www.crai.com. Our website provides a link to a third-party website through which our annual, quarterly, and current reports, and amendments to those reports, are available free of charge. We believe these reports are made available as soon as reasonably practicable after we file them electronically with, or furnish them to, the SEC. We do not maintain, or provide any information directly to, the third-party website, and we do not check its accuracy.
Our website also includes information about our corporate governance practices. The Investor Relations page of our website provides a link to a web page where you can obtain a copy of our code of ethics applicable to our principal executive officer, principal financial officer, and principal accounting officer.
Recent Events
On July 22, 2012, our management committed to a plan to eliminate and restructure selected practice areas, better align staffing levels with our revenue, and reduce selling, general and administrative costs. In connection with this plan, we are eliminating our Chemicals practice and we are closing our Middle East operations. These restructuring actions, along with the repositioning of other select underperforming practice areas in connection with this restructuring plan, will result in the reduction of approximately 55 consulting positions. Commensurate with these consulting staff reductions, we are also taking significant actions to lower our selling, general and administrative costs by reducing our administrative staff, eliminating excess office space capacity, better rationalizing remaining office space, and lowering administrative spending, particularly related to outside contractors and professional fees. We have begun these actions and expect that a majority of them will be completed during the third and fourth quarters of fiscal 2012. We expect to record a restructuring charge in the approximate range of $3.5 million to $4.5 million in the third quarter of fiscal 2012 related to termination benefits, facility-related charges, asset write-downs and other potential charges.
We have not finalized our employee separation and other compensation costs, office space reduction costs and other costs associated with these actions or the offsetting benefits we may have as a result of these actions. The restructuring charge that we expect to incur in connection with the restructuring is subject to a number of assumptions, and actual results may materially differ. We may also incur other material charges not currently contemplated due to events that may occur as a result of, or associated with, the restructuring plan.
Critical Accounting Policies and Significant Estimates
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. ("U.S. GAAP"). The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities,
at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates in these condensed consolidated financial statements include, but are not limited to, accounts receivable allowances, revenue recognition on fixed price contracts, depreciation of property and equipment, share-based compensation, valuation of acquired intangible assets, impairment of long lived assets, goodwill, accrued and deferred income taxes, valuation allowances on deferred tax assets, accrued compensation, accrued exit costs, and other accrued expenses. These items are monitored and analyzed by management 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. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if our assumptions based on past experience or our other assumptions do not turn out to be substantially accurate.
We have described our significant accounting policies in Note 1 to our consolidated financial statements included in our annual report on Form 10-K for fiscal 2011. We have reviewed our accounting policies, identifying those that we believe to be critical to the preparation and understanding of our consolidated financial statements in the list set forth below. See the disclosure under the heading "Critical Accounting Policies" in Item 7 of Part II of our annual report on Form 10-K for fiscal 2011 for a detailed description of these policies and their potential effects on our results of operations and financial condition.
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º Revenue recognition and accounts receivable allowances
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º Share-based compensation expense
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º Valuation of goodwill and other intangible assets
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º Accounting for income taxes
We did not adopt any changes in the first half of fiscal 2012 that had a material effect on these critical accounting policies nor did we make any changes to our accounting policies in the first half of fiscal 2012 that changed these critical accounting policies. See the section below for a discussion pertaining to our goodwill.
Goodwill
In September 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment ("ASU 2011-08"). The objective of ASU 2011-08 is to simplify how entities test goodwill for impairment. The amendments in ASU 2011-08 permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. ASU 2011-08 was effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Our adoption of ASU 2011-08 in the first quarter of fiscal 2012 had no impact on our financial position, results of operations, cash flows, or disclosures.
In accordance with ASC Topic 350, "Intangibles-Goodwill and Other," goodwill is not subject to amortization, but is monitored at least annually for impairment, or more frequently, as necessary, if there are other potential indicators of impairment. For our goodwill impairment analysis, we operate under one reporting unit. We completed the annual impairment test required for fiscal 2011 and determined that there was no impairment. At the time of the annual test, the entity-wide estimated fair value exceeded the net book value by approximately 25%.
Although late in the second quarter of fiscal 2012 our stock price experienced a significant decline, we did not record any impairment losses related to goodwill or intangible assets during the fiscal year to date period ended June 30, 2012 as there were no events or circumstances that would more likely than not reduce the fair value of the reporting unit below its carrying amount. We continue to monitor our market capitalization and other potential indicators of impairment. If our market capitalization, plus an estimated control premium, is below our carrying value for a significant duration, or if events or circumstances exist that would more likely than not reduce the fair value of the reporting unit below its carrying amount, we may be required to record an impairment of goodwill in the third quarter of fiscal 2012, the fourth quarter of fiscal 2012 when we conduct our annual impairment test, or in future quarters. A non-cash goodwill impairment charge would have the effect of decreasing our earnings in any such period. If we were required to take a substantial impairment charge, our operating results would be materially adversely affected in any such period.
Recent Accounting Standards
See Note 4 to our condensed consolidated financial statements included in this quarterly report on Form 10-Q for a discussion of recent accounting standards.
Results of Operations-For the Quarter and Fiscal Year to Date Period Ended
June 30, 2012, Compared to the Quarter and Fiscal Year to Date Period Ended
July 2, 2011
The following table provides operating information as a percentage of
revenues for the periods indicated:
Fiscal Year to Date Period
Quarter Ended Ended
June 30, July 2, June 30, July 2,
2012 2011 2012 2011
Revenues 100.0 % 100.0 % 100.0 % 100.0 %
Costs of services 67.0 66.6 67.1 66.1
Gross profit 33.0 33.4 32.9 33.9
Selling, general and
administrative expenses 25.0 23.2 25.4 22.9
Depreciation and amortization 3.9 1.6 3.0 1.6
Income from operations 4.1 8.6 4.5 9.4
Interest income 0.1 0.1 0.1 0.1
Interest expense (0.1 ) (0.4 ) (0.1 ) (0.5 )
Other income (expense), net (0.1 ) 0.1 (0.1 ) (0.1 )
Income before provision for income
taxes 4.0 8.4 4.3 8.9
Provision for income taxes (2.8 ) (3.4 ) (3.5 ) (3.6 )
Net income 1.1 5.0 0.9 5.3
Net (income) loss attributable to
noncontrolling interest, net of
tax (0.1 ) 0.3 0.0 0.2
Net income attributable to CRA
International, Inc. 1.1 % 5.3 % 0.9 % 5.5 %
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Quarter Ended June 30, 2012 Compared to the Quarter Ended July 2, 2011
Revenues. Revenues decreased $12.8 million, or 15.9%, to $67.8 million for the second quarter of fiscal 2012 from $80.6 million for the second quarter of fiscal 2011. Our second quarter results for fiscal 2012 were negatively impacted by several underperforming practice areas which affected our overall performance. Specifically, our Chemicals practice and Middle East operations performed at significantly lower levels in the second quarter of fiscal 2012 compared to the second quarter of fiscal
2011. Utilization decreased to 70% for the second quarter of fiscal 2012 from 74% for the second quarter of fiscal 2011, reflecting the slowdown in activity. As mentioned previously, in connection with the restructuring plan we committed to in the third quarter of fiscal 2012, we are eliminating our Chemicals practice and we are closing our Middle East operations and repositioning other select underperforming practice areas, amongst other actions. Overall, revenues outside of the U.S. represented approximately 25% of total revenues for the second quarter of fiscal 2012, compared with approximately 29% of total revenues for the second quarter of fiscal 2011. The decrease was due primarily to the softness in our management consulting business in the second quarter of fiscal 2012, particularly related to our Chemicals practice and Middle East operations. Revenues derived from fixed-price engagements decreased to 16% of total revenues for the second quarter of fiscal 2012 compared with 25% for the second quarter of fiscal 2011. The decrease in revenues from fixed-price engagements was due primarily to the slowdown in our management consulting business in the second quarter of 2012 as compared with the second quarter of fiscal 2011 as the management consulting business typically has a higher concentration of fixed-price service contracts. Another factor contributing to our overall revenue decline was the decrease in client reimbursable expenses. Client reimbursable expenses are pass-through expenses that carry little to no margin.
Costs of Services. Costs of services decreased by $8.3 million, or 15.4%, to $45.4 million for the second quarter of fiscal 2012 from $53.7 million for the second quarter of fiscal 2011. The decrease in costs of services was due primarily to the decreases in revenue, client reimbursable expenses, and headcount in the second quarter of fiscal 2012 as compared to the second quarter of fiscal 2011. As a result of the revenue decrease, our profitability decreased and we had a decrease in incentive bonus expense for our employee consultants in the second quarter of fiscal 2012 as compared to the second quarter of fiscal 2011. Client reimbursable expenses decreased by $2.4 million primarily due to a decrease in the usage of outside consultants and travel expenses as a result of the decreased revenue. Employee consultant headcount decreased from 519 at the end of the second quarter of fiscal 2011 to 511 at the end of the second quarter of fiscal 2012.
As a percentage of revenues, costs of services increased to 67.0% for the second quarter of fiscal 2012 from 66.6% for the second quarter of fiscal 2011. The increase in costs of services as a percentage of revenue was due primarily to the decrease in revenue during the second quarter of fiscal 2012 as compared with the second quarter of fiscal 2011, as the decrease in revenue outpaced the decrease in costs of services.
Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by $1.8 million, or 9.4%, to $16.9 million for the second quarter of fiscal 2012 from $18.7 million for the second quarter of fiscal 2011. Selling, general and administrative expenses included $0.2 million of restructuring costs recorded in the second quarter of fiscal 2012 associated with the reduction of leased office space in our London, England office and adjustments to our leased office space in Houston, TX for the reoccupation of a portion of that office space, as compared with restructuring expenses in fiscal 2011 of $1.0 million that were related to the reduction of vacant leased office space in our Houston, TX office. Also contributing to the decrease was a decrease in incentive bonus expense for our employees as a result of the decrease in revenue and profitability in the second quarter of fiscal 2012 as compared with the second quarter of fiscal 2011.
As a percentage of revenues, selling, general and administrative expenses increased to 25.0% for the second quarter of fiscal 2012 from 23.2% for the second quarter of fiscal 2011, which was primarily the result of the decrease in revenue in the second quarter of fiscal 2012 as compared with the second quarter of fiscal 2011.
Depreciation and Amortization. Depreciation and amortization increased by $1.4 million, or 110.3%, to $2.6 million for the second quarter of fiscal 2012 from $1.3 million for the second quarter of fiscal 2011. Of this increase, approximately $1.1 million was related to the write-off of unamortized
leaseholds and other costs associated with restructuring costs recorded in the second quarter of fiscal 2012 for the reduction of leased office space in our London, England office. The remaining increase of $0.2 million was primarily due to the amortization of software costs related to our implementation of an enterprise-wide financial reporting system at the start of fiscal 2012.
Interest Expense. Interest expense decreased by $249,000 to $79,000 for the second quarter of fiscal 2012 from $328,000 for the second quarter of fiscal 2011. The decrease was primarily due to our repurchase, on June 15, 2011, of 100% of the principal amount of our outstanding debentures and the accrued and unpaid interest thereon, which amounted to $21.9 million and $0.3 million, respectively. Through this final repurchase date, interest expense primarily consisted of interest incurred on this convertible debt, the amortization of debt issuance costs, and the amortization of the discount on the debt for the equity conversion feature of the debt instrument.
Other Income (Expense), Net. Other income (expense), net changed by $141,000 to expense of $98,000 for the second quarter of fiscal 2012 from income of $43,000 for the second quarter of fiscal 2011. Other income (expense), net consists primarily of foreign currency exchange transaction gains and losses. We continue to manage our foreign currency exchange exposure through frequent settling of intercompany account balances and by self-hedging movements in exchange rates between the value of the dollar and foreign currencies including the Euro and the British Pound.
Provision for Income Taxes. The income tax provision was $1.9 million, and the effective tax rate was 71.3%, for the second quarter of fiscal 2012 compared to $2.7 million and 40.3% for the second quarter of fiscal 2011. The effective tax rate in the second quarter of fiscal 2012 was higher than the statutory rate primarily due to losses in foreign locations that provided no tax benefit. The effective tax rate in the second quarter of fiscal 2011 was consistent with our combined federal and state statutory tax rate.
Net (Income) Loss Attributable to Noncontrolling Interest, Net of Tax. Our ownership interest in NeuCo constitutes control under U.S GAAP. As a result, NeuCo's financial results are consolidated with ours, and allocations of the noncontrolling interest's share of NeuCo's net income result in deductions to our net income, while allocations of the noncontrolling interest's share of NeuCo's net loss result in additions to our net income. Our ownership interest in NeuCo is 55.89%. The results of operations of NeuCo allocable to its other owners was net income of $54,000 for the second quarter of fiscal 2012 and a net loss of $271,000 for the second quarter of fiscal 2011.
Net Income Attributable to CRA International, Inc. Net income attributable to CRA International, Inc. decreased by $3.6 million to net income of $0.7 million for the second quarter of fiscal 2012 from net income of $4.3 million for the second quarter of fiscal 2011. The net income per diluted share was $0.07 per share for the second quarter of fiscal 2012, compared to $0.40 of net income per share for the second quarter of fiscal 2011. Diluted weighted average shares outstanding decreased by approximately 439,000 shares to approximately 10,381,000 shares for the second quarter of fiscal 2012 from approximately 10,820,000 shares for the second quarter of fiscal 2011. The decrease in diluted weighted average shares outstanding was primarily due to repurchases of common stock since the second quarter of fiscal 2011 and lower average stock price in the second quarter of fiscal 2012 as compared to the second quarter of fiscal 2011, offset in part by an increase as a result of shares of restricted stock that have vested or that have been issued, and stock options that have been exercised since the second quarter of fiscal 2011.
Fiscal Year to Date Period Ended June 30, 2012 Compared to the Fiscal Year to Date Period Ended July 2, 2011
Revenues. Revenues decreased by $22.3 million, or 14.0%, to $136.9 million for the fiscal year to date period ended June 30, 2012 from $159.2 million for the fiscal year to date period ended July 2,
2011. Several underperforming practice areas, including our Chemicals practice and Middle East operations, affected our overall performance, and utilization decreased to 69% for the fiscal year to date period ended June 30, 2012 from 75% for the fiscal year to date period ended July 2, 2011. As mentioned previously, in connection with the restructuring plan we committed to in the third quarter of fiscal 2012, we are eliminating our Chemicals practice and we are closing our Middle East operations and repositioning other select underperforming practice areas, amongst other actions. Overall, revenues outside of the U.S. represented approximately 22% of total revenues for the fiscal year to date period ended June 30, 2012, compared with approximately 29% of total revenues for the fiscal year to date period ended July 2, 2011. The decrease was due primarily to the softness in our management consulting business for the first half of fiscal 2012, particularly related to the Chemicals practice, our Middle East operations, and our operations in Europe where economic uncertainties impacted our performance, primarily during the earlier part of fiscal 2012. Revenues derived from fixed-price engagements decreased to 13% of total revenues for the fiscal year to date period ended June 30, 2012 compared with 25% for the fiscal year to date period ended July 2, 2011. The decrease in revenues from fixed-price engagements was due primarily to the slowdown in our management consulting business as the management consulting business typically has a higher concentration of fixed-price service contracts. Another factor contributing to our overall revenue decline was the decrease in client reimbursable expenses. Client reimbursable expenses are pass-through expenses that carry little to no margin.
Costs of Services. Costs of services decreased $13.4 million, or 12.7%, to $91.9 million for the fiscal year to date period ended June 30, 2012 from $105.3 million for the fiscal year to date period ended July 2, 2011. The decrease in costs of services was due primarily to the decreases in revenue and profitability in the first half of fiscal 2012 as compared to the first half of fiscal 2011, a decrease in client reimbursable expenses, and a decrease in headcount. As a result of the decreased revenue and profitability, we had a decrease in incentive bonus expense for our employee consultants in the fiscal year to date period ended June 30, 2012 as compared to the fiscal year to date period ended July 2, 2011. Client reimbursable expenses decreased by $4.5 million primarily due to a decrease in the usage of outside consultants and travel expenses as a result of the decreased revenue. Also contributing to the decrease was a decrease in employee consultant headcount from 519 as of July 2, 2011 to 511 as of June 30, 2012.
As a percentage of revenues, costs of services increased to 67.1% for the fiscal year to date period ended June 30, 2012 from 66.1% for the fiscal year to date period ended July 2, 2011 primarily due to the decrease in revenue in the fiscal year to date period ended June 30, 2012 compared with the fiscal year to date period ended July 2, 2011, as the decrease in revenue outpaced the decrease in costs of services.
Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by $1.7 million, or 4.7%, to $34.8 million for the fiscal year to date period ended June 30, 2012 from $36.5 million for the fiscal year to date period ended July 2, 2011. Selling, general and administrative expenses for the first half of fiscal 2012 included $0.8 million of restructuring costs associated principally with the reduction of leased office space in our London, England office and adjustments to our leased office space in Houston, TX. Restructuring expenses in the first half of fiscal 2011 were $1.0 million and were related to the reduction of vacant leased office space in our Houston, TX office. Also contributing to the decrease was a decrease in incentive bonus expense for our employees as a result of the decrease in revenue and profitability in the first half of fiscal 2012 as compared with the first half of fiscal 2011, as well as a decrease in compensation expense in the first half of fiscal 2012 as compared with the first half of fiscal 2011.
As a percentage of revenues, selling, general and administrative expenses increased to 25.4% for the fiscal year to date period ended June 30, 2012 from 22.9% for the fiscal year to date period ended
July 2, 2011, which was primarily a result of the decrease in revenue in the fiscal year to date period ended June 30, 2012 compared with the fiscal year to date period ended July 2, 2011.
Depreciation and Amortization. Depreciation and amortization increased by $1.6 million, or 60.9%, to $4.1 million for the fiscal year to date period ended June 30, 2012 from $2.6 million for the fiscal year to date period ended July 2, 2011. Of this increase, approximately $1.1 million was related to the write-off of unamortized leaseholds and other costs associated with restructuring costs recorded in the second quarter of fiscal 2012 for the reduction of leased office space in our London, England office. The remaining increase of $0.5 million was primarily due to the amortization of software costs related to our implementation of an enterprise-wide financial reporting system at the start of fiscal 2012.
Interest Expense. Interest expense decreased by $0.6 million to $0.2 million for the fiscal year to date period ended June 30, 2012 from $0.7 million for the fiscal year to date period ended July 2, 2011. The decrease was primarily due to our repurchase, on June 15, 2011, of 100% of the principal amount of our outstanding debentures and the accrued and unpaid interest thereon, which amounted to $21.9 million and $0.3 million, respectively. Through this final repurchase date, interest expense primarily consisted of interest incurred on this convertible debt, the amortization of debt issuance costs, and the amortization of the discount on the debt for the equity conversion feature of the debt instrument.
Other Income (Expense), Net. Other income (expense), net decreased by $34,000 to expense of $137,000 for the fiscal year to date period ended June 30, 2012 as compared to expense of $103,000 for the fiscal year to date period ended July 2, 2011. Other income (expense), net consists primarily of foreign currency exchange transaction gains and losses. We continue to manage our foreign currency exchange exposure through frequent settling of intercompany account balances and by self-hedging movements in exchange rates between the value of the dollar and foreign currencies including the Euro and the British Pound.
Provision for Income Taxes. For the fiscal year to date period ended June 30, 2012 our income tax provision was $4.7 million, and the effective tax . . .
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