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Business Acquisitions
12 Months Ended
Dec. 29, 2018
Business Acquisitions  
Business Acquisitions

3.           Business Acquisitions

On January 31, 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. The purpose of acquiring C1 was to 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.

C1’s results of operations have been included in the accompanying consolidated statements of operations from the date of acquisition. The following table is the final allocation of the purchase price to the estimated fair value of assets acquired and liabilities assumed (in thousands):

 

 

 

 

 

Assets Acquired:

    

 

  

Accounts receivable and unbilled services

 

$

2,306

Other current assets

 

 

10

Total current assets

 

 

2,316

Property and equipment

 

 

206

Other non-current assets

 

 

106

Intangible assets

 

 

8,500

Goodwill

 

 

12,994

Total assets acquired

 

$

24,122

 

 

 

 

 

Liabilities Assumed:

    

 

  

Deferred revenue

 

$

1,950

Accrued expenses and other liabilities

 

 

652

Total current liabilities

 

 

2,602

Net assets acquired

 

$

21,520

 

The intangible assets acquired are comprised of non-competition 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. CRA is unable to provide a range of possible outcomes for the expected future payment of the contingent consideration due to its limited post acquisition experience with C1 and the uncertainty of achieving revenue targets over the remaining measurement period of this obligation.  The fair value of the contingent acquisition liability is reassessed on a quarterly basis by CRA using additional information as it becomes available, and any change in the fair value estimate will be recorded in the earnings of that period.

Transaction related costs, which are principally legal and accounting service fees, amounted to $0.9 million for the year ended December 30, 2017 and are included in selling, general and administrative expenses on the consolidated statement of operations.