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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 201729, 2018

Or

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-24049



CRA International, Inc.
(Exact name of registrant as specified in its charter)

Massachusetts 04-2372210
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer Identification No.)

200 Clarendon Street, Boston, MA

 

02116-5092
(Address of principal executive offices) (Zip Code)

(617) 425-3000
(Registrant's telephone number, including area code)



        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer"filer," "smaller reporting company," and "smaller reporting"emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer o Accelerated filer ý Non-accelerated filer o
(Do not check if a smaller
reporting company)
 Smaller reporting company o

Emerging growth company o

        If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class Outstanding at October 25, 201726, 2018
Common Stock, no par value per share 8,109,1358,101,143 shares


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CRA International, Inc.

INDEX

PART I. FINANCIAL INFORMATION

   

ITEM 1.

 Financial Statements  3

 Condensed Consolidated Income Statements (unaudited)—Quarters Ended September 30, 2017 and October 1, 2016 and the Fiscal Year-to-Date Periods Ended September 29, 2018 and September 30, 2017 and October 1, 2016  3

 Condensed Consolidated Statements of Comprehensive Income (unaudited)—Quarters Ended September 30, 2017 and October 1, 2016 and the Fiscal Year-to-Date Periods Ended September 29, 2018 and September 30, 2017 and October 1, 2016  4

 Condensed Consolidated Balance Sheets (unaudited)—September 30, 201729, 2018 and December 31, 201630, 2017  5

 Condensed Consolidated Statements of Cash Flows (unaudited)—Fiscal Year-to-Date Periods Ended September 29, 2018 and September 30, 2017 and October 1, 2016  6

 Condensed Consolidated Statement of Shareholders' Equity (unaudited)—Fiscal Year-to-Date Period Ended September 30, 201729, 2018  7

 Notes to Condensed Consolidated Financial Statements (Unaudited)  8

ITEM 2.

 Management's Discussion and Analysis of Financial Condition and Results of Operations  2328

ITEM 3.

 Quantitative and Qualitative Disclosures About Market Risk  3338

ITEM 4.

 Controls and Procedures  3338

PART II. OTHER INFORMATION

  
 

ITEM 1.

 Legal Proceedings  3540

ITEM 1A.

 Risk Factors  3540

ITEM 2.

 Unregistered Sales of Equity Securities and Use of Proceeds  3540

ITEM 3.

 Defaults Upon Senior Securities  3541

ITEM 4.

 Mine Safety Disclosures  3541

ITEM 5.

 Other Information  3641

ITEM 6.

 Exhibits  3742

Signatures

  3843

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1.    Financial Statements


CRA International, Inc.



Condensed Consolidated Income Statements (unaudited)

(In thousands, except per share data)


 Quarter Ended Fiscal Year-to-Date
Period Ended
  Quarter Ended Fiscal Year-to-Date
Period Ended
 

 September 30,
2017
 October 1,
2016
 September 30,
2017
 October 1,
2016
  September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
 

Revenues

 $91,325 $81,691 $273,059 $245,210  $103,871 $91,325 $308,885 $273,059 

Costs of services (exclusive of depreciation and amortization)

 62,422 57,832 190,223 171,297  73,717 62,422 212,813 190,223 

Selling, general and administrative expenses

 20,803 16,671 59,778 52,748  22,293 20,803 67,682 59,778 

Depreciation and amortization

 2,453 1,891 6,652 5,861  2,636 2,453 7,300 6,652 

Income from operations

 5,647 5,297 16,406 15,304  5,225 5,647 21,090 16,406 

GNU gain on sale of business assets

   250 3,836     250 

Interest expense, net

 (116) (129) (361) (356) (222) (116) (560) (361)

Other income (expense), net

 4 (108) (233) (270)

Other (expense) income, net

 (64) 4 72 (233)

Income before provision for income taxes

 5,535 5,060 16,062 18,514 

Income before provision for income taxes and noncontrolling interest

 4,939 5,535 20,602 16,062 

Provision for income taxes

 (2,310) (1,909) (6,100) (6,357) 1,031 2,310 4,969 6,100 

Net income

 3,225 3,151 9,962 12,157  3,908 3,225 15,633 9,962 

Net (income) loss attributable to noncontrolling interest, net of tax

 (11) 42 (82) (1,327)

Net income attributable to noncontrolling interest, net of tax

  (11)  (82)

Net income attributable to CRA International, Inc.

 $3,214 $3,193 $9,880 $10,830  $3,908 $3,214 $15,633 $9,880 

Net income per share attributable to CRA International, Inc:

         

Net income per share attributable to CRA International, Inc.:

         

Basic

 $0.39 $0.39 $1.18 $1.25  $0.48 $0.39 $1.91 $1.18 

Diluted

 $0.38 $0.38 $1.15 $1.24  $0.46 $0.38 $1.81 $1.15 

Weighted average number of shares outstanding:

                  

Basic

 8,149 8,177 8,332 8,581  8,048 8,149 8,129 8,332 

Diluted

 8,353 8,309 8,530 8,653  8,548 8,353 8,615 8,530 

Dividends per share

 $0.17 $0.14 $0.51 $0.42 

   

See accompanying notes to the condensed consolidated financial statements.


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CRA International, Inc.



Condensed Consolidated Statements of Comprehensive Income (unaudited)

(In thousands)


 Quarter Ended Fiscal Year-to-Date
Period Ended
  Quarter Ended Fiscal Year-to-Date
Period Ended
 

 September 30,
2017
 October 1,
2016
 September 30
2017
 October 1,
2016
  September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
 

Net income

 $3,225 $3,151 $9,962 $12,157  $3,908 $3,225 $15,633 $9,962 

Other comprehensive (loss) income:

         

Other comprehensive income (loss):

         

Foreign currency translation adjustments

 1,274 (608) 3,611 (2,523) (198) 1,274 (1,483) 3,611 

Comprehensive income

 4,499 2,543 13,573 9,634  3,710 4,499 14,150 13,573 

Less: comprehensive (income) loss attributable to noncontrolling interest

 (11) 42 (82) (1,327)

Less: comprehensive income attributable to noncontrolling interest

  (11)  (82)

Comprehensive income attributable to CRA International, Inc.

 $4,488 $2,585 $13,491 $8,307  $3,710 $4,488 $14,150 $13,491 

   

See accompanying notes to the condensed consolidated financial statements.


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CRA International, Inc.



Condensed Consolidated Balance Sheets (unaudited)

(In thousands, except share data)


 September 30,
2017
 December 31,
2016
  September 29,
2018
 December 30,
2017
 

Assets

          

Current assets:

          

Cash and cash equivalents

 $20,899 $53,530  $11,863 $54,035 

Accounts receivable, net of allowances of $7,486 at September 30, 2017 and $4,253 at December 31, 2016

 76,819 66,852 

Unbilled services, net of allowances of $2,531 at September 30, 2017 and $1,720 at December 31, 2016

 41,536 24,937 

Accounts receivable, net of allowance of $5,440 at September 29, 2018 and $5,252 at December 30, 2017

 88,270 79,803 

Unbilled services, net of allowance of $1,427 at September 29, 2018 and $865 at December 30, 2017

 43,303 33,530 

Prepaid expenses and other current assets

 12,211 19,295  10,847 11,373 

Forgivable loans

 6,474 5,897  6,400 5,540 

Total current assets

 157,939 170,511  160,683 184,281 

Property and equipment, net

 41,062 36,381  50,068 44,643 

Goodwill

 88,529 74,764  88,562 89,000 

Intangible assets, net

 9,867 2,685  8,189 9,208 

Deferred income taxes

 10,105 10,049  8,585 8,713 

Forgivable loans, net of current portion

 25,388 28,065  36,786 23,088 

Other assets

 1,530 1,187  1,774 2,824 

Total assets

 $334,420 $323,642  $354,647 $361,757 

Liabilities and shareholders' equity

          

Current liabilities:

          

Accounts payable

 $17,162 $13,729  $23,808 $18,473 

Accrued expenses

 74,285 75,281  81,898 94,573 

Deferred revenue and other liabilities

 3,980 3,021 

Borrowings on revolving line of credit

 5,000  

Deferred revenue

 3,307 6,896 

Current portion of deferred compensation

 1,288 908 

Current portion of deferred rent

 1,110 1,499  1,789 1,131 

Current portion of deferred compensation

 851 570 

Total current liabilities

 97,388 94,100  117,090 121,981 

Non-current liabilities:

          

Deferred compensation and other non-current liabilities

 13,034 11,526 

Deferred rent and facility-related non-current liabilities

 18,790 15,191  23,703 20,656 

Deferred compensation and other non-current liabilities

 9,710 6,346 

Deferred income taxes

 355 122  277 365 

Total non-current liabilities

 28,855 21,659  37,014 32,547 

Commitments and contingencies (Note 16)

     

Commitments and contingencies (Note 17)

     

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; 8,055,783 shares and 8,333,990 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively

 44,520 54,124 

Common stock, no par value; 25,000,000 shares authorized; 8,064,510 shares and 8,297,172 shares issued and outstanding at September 29, 2018 and December 30, 2017, respectively

 30,601 47,414 

Retained earnings

 173,119 166,914  181,041 169,390 

Accumulated other comprehensive loss

 (10,207) (13,818) (11,379) (9,896)

Total CRA International, Inc. shareholders' equity

 207,432 207,220  200,263 206,908 

Noncontrolling interest

 745 663  280 321 

Total shareholders' equity

 208,177 207,883  200,543 207,229 

Total liabilities and shareholders' equity

 $334,420 $323,642  $354,647 $361,757 

   

See accompanying notes to the condensed consolidated financial statements.


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CRA International, Inc.



Condensed Consolidated Statements of Cash Flows (unaudited)

(In thousands)


 Fiscal Year-to-Date
Period Ended
  Fiscal Year-to-Date
Period Ended
 

 September 30,
2017
 October 1,
2016
  September 29,
2018
 September 30,
2017
 

Operating activities:

          

Net income

 $9,962 $12,157  $15,633 $9,962 

Adjustments to reconcile net income to net cash provided by operating activities:

     

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

     

Depreciation and amortization

 6,636 5,848  7,305 6,636 

Loss on disposal of property and equipment

 10 3   10 

Impairment of intangible assets

 523    523 

GNU gain on sale of business assets

 (250) (3,836)  (250)

Deferred rent

 1,316 3,250  3,650 1,316 

Deferred income taxes

 230 886  (102) 230 

Share-based compensation expenses

 4,633 4,791  3,704 4,633 

Excess tax benefits from share-based compensation

  (55)

Accounts receivable allowances

 3,166 (247) 884 1,746 

Changes in operating assets and liabilities:

          

Accounts receivable

 (11,600) (3,627) (9,391) (10,180)

Unbilled services

 (15,533) (11,874) ��(10,175) (15,533)

Prepaid expenses and other current assets, and other assets

 6,505 1,588  1,417 6,505 

Forgivable loans

 2,418 7,743  (14,716) 2,418 

Incentive cash awards

 956   2,367 956 

Accounts payable, accrued expenses, and other liabilities

 (1,181) (414) (8,970) (1,181)

Net cash provided by operating activities

 7,791 16,213 

Net cash provided by (used in) operating activities

 (8,394) 7,791 

Investing activities:

          

Cash consideration paid for acquisitions

 (16,163)    (16,163)

Purchases of property and equipment

 (5,366) (11,808) (13,379) (5,366)

GNU cash proceeds from sale of business assets

 250 1,100   250 

Net cash used in investing activities

 (21,279) (10,708) (13,379) (21,279)

Financing activities:

          

Issuance of common stock, principally stock option exercises

 2,950 1,448  1,387 2,950 

Payments on notes payable

  (75)

Borrowings under line of credit

 11,500 7,500 

Repayments under line of credit

 (11,500) (7,500)

Borrowings under revolving line of credit

 30,161 11,500 

Repayments under revolving line of credit

 (24,599) (11,500)

Tax withholding payments reimbursed by restricted shares

 (703) (490) (1,783) (703)

Excess tax benefits from share-based compensation

  55 

Cash paid on dividend equivalents

 (25)   (98) (25)

Cash dividends paid to stockholders

 (3,529)  

Cash dividends paid to shareholders

 (4,168) (3,529)

Repurchases of common stock

 (19,528) (19,318) (20,389) (19,528)

Distribution to noncontrolling interest

 (41)  

Net cash used in financing activities

 (20,835) (18,380) (19,530) (20,835)

Effect of foreign exchange rates on cash and cash equivalents

 1,692 (80) (869) 1,692 

Net decrease in cash and cash equivalents

 (32,631) (12,955) (42,172) (32,631)

Cash and cash equivalents at beginning of period

 53,530 38,139  54,035 53,530 

Cash and cash equivalents at end of period

 $20,899 $25,184  $11,863 $20,899 

Noncash investing and financing activities:

          

Issuance of common stock for acquired business

 $3,044 $44  $ $3,044 

Purchases of property and equipment not yet paid for

 $2,568 $1,234  $1,852 $2,568 

Purchases of property and equipment paid by a third party

 $1,640 $  $ $1,640 

Asset retirement obligations

 $ $1,479  $217 $ 

Supplemental cash flow information:

          

Cash paid for income taxes

 $7,297 $3,959  $3,409 $7,297 

Cash paid for interest

 $248 $327  $380 $248 

   

See accompanying notes to the condensed consolidated financial statements.


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CRA International, Inc.



Condensed Consolidated Statement of Shareholders' Equity (unaudited)

(In thousands, except share data)

 
 Common Stock  
  
 CRA
International,
Inc.
Shareholders'
Equity
  
  
 
 
  
 Accumulated
Other
Comprehensive
Loss
  
  
 
 
 Shares
Issued
 Amount Retained
Earnings
 Noncontrolling
Interest
 Total
Shareholders'
Equity
 

BALANCE AT DECEMBER 31, 2016

  8,333,990 $54,124 $166,914 $(13,818)$207,220 $663 $207,883 

Net income

      9,880    9,880  82  9,962 

Foreign currency translation adjustment

        3,611  3,611    3,611 

Issuance of common stock for acquired businesses

  89,312  3,044      3,044    3,044 

Exercise of stock options

  133,955  2,950      2,950    2,950 

Share-based compensation expense for employees

    4,540      4,540    4,540 

Restricted share and unit vestings

  72,753             

Redemption of vested employee restricted shares for tax withholding

  (19,519) (703)     (703)   (703)

Cumulative effect of a change in accounting principle related to ASU 2016-09

      48    48    48 

Shares repurchases

  (554,708) (19,528)     (19,528)   (19,528)

Share-based compensation expense for non-employees

    93      93    93 

Accrued dividends on unvested units

      (169)   (169)   (169)

Cash paid on dividend equivalents

      (25)   (25)   (25)

Cash dividends paid to stockholders

      (3,529)   (3,529)   (3,529)

BALANCE AT SEPTEMBER 30, 2017

  8,055,783 $44,520 $173,119 $(10,207)$207,432 $745 $208,177 
 
 Common Stock  
  
 CRA
International,
Inc.
Shareholders'
Equity
  
  
 
 
  
 Accumulated
Other
Comprehensive
Loss
  
  
 
 
 Shares
Issued
 Amount Retained
Earnings
 Noncontrolling
Interest
 Total
Shareholders'
Equity
 

BALANCE AT DECEMBER 30, 2017

  8,297,172 $47,414 $169,390 $(9,896)$206,908 $321 $207,229 

Net income

        15,633     15,633     15,633 

Foreign currency translation adjustment

           (1,483) (1,483)    (1,483)

Cumulative effect of a change in accounting principle related to ASC 606, net of tax

        366     366     366 

Exercise of stock options

  65,457  1,387        1,387     1,387 

Share-based compensation expense

     3,704        3,704     3,704 

Restricted share vestings

  115,645                   

Redemption of vested employee restricted shares for tax withholding

  (35,287) (1,783)       (1,783)    (1,783)

Shares repurchased

  (378,477) (20,121)       (20,121)    (20,121)

Distribution to noncontrolling interest

                 (41) (41)

Accrued dividends on unvested shares

        (82)    (82)    (82)

Cash paid on dividend equivalents

        (98)    (98)    (98)

Cash dividends paid to shareholders

        (4,168)    (4,168)    (4,168)

BALANCE AT SEPTEMBER 29, 2018

  8,064,510 $30,601 $181,041 $(11,379)$200,263 $280 $200,543 

   

See accompanying notes to the condensed consolidated financial statements.


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CRA International, Inc.



Notes to Condensed Consolidated Financial Statements



(Unaudited)

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: (1) litigation, regulatory, and financial consultingconsulting; and (2) management consulting. CRA operates in one business segment. CRA operates its business under its registered trade name, Charles River Associates.

2. Basis of Presentation and Estimates

        The accompanying unaudited condensed consolidated financial statements reflect the results of operations, financial position, cash flows, and stockholders'shareholders' equity as of and for the fiscal quarters and year-to-date periods ended September 29, 2018 and September 30, 2017, and October 1, 2016, respectively. These financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC")(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")(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'shareholders' 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, 2016,30, 2017 included in ourCRA's Annual Report on Form 10-K filed with the SEC on March 15, 2017.12, 2018.

        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, valuation of contingent consideration, 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.

3. Principles of Consolidation

        The condensed consolidated financial statements include the accounts of CRA and its wholly owned subsidiaries. In addition, as more fully explained below, 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.


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

3. Principles of Consolidation (Continued)

NeuCo, Inc.). All significant intercompany transactions and accounts have been eliminated in consolidation.

        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, withand 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. GNU was dissolved on December 15, 2017. In December 2017, CRA and $3.8received a partial distribution of $0.6 million duringin accordance with the second quarterasset purchase agreement. CRA received another distribution of fiscal 2016, of which $2.1$0.06 million is attributed to CRA.in accordance with the agreement on July 20, 2018.

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 $0.5 million to retained earnings as of that date. CRA had traditionally classified employee taxes paid through employer share withholdings as financing activities, therefore no further adjustment was necessary. CRA has classified the 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.

5. Recent Accounting Standards Not Yet Adopted

Revenue from Contracts with Customers

        In August 2015, FASB issued ASU        CRA adopted Accounting Standards Update ("ASU") No. 2015-14, 2014-09,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


(Table of Contents


CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

5. RecentASC 606), which established Accounting Standards Not Yet Adopted (Continued)

years, beginning afterCodification ("ASC") Topic 606, on 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 effective January 1, 2018 and CRA expects to adopt this new standard31, 2017, using the modified retrospective method which requires a cumulative-effect adjustment to retained earnings in the periodfor all contracts not completed as of adoption. CRA currently anticipates that the most significant impact to adopting this guidance will occur with contracts which include variable consideration. The adoption of ASU 2014-09 will not have a material impact on CRA's consolidated financial position, results of operations, equity or cash flows.

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 hasadoption. The reported results for fiscal 2018 reflect the application of ASC 606 guidance, while the reported results for fiscal 2017 were prepared under the guidance of ASC 605,Revenue Recognition (ASC 605). The cumulative effect of applying ASC 606 to all contracts with customers that were not yet determined the effects, if any, that the adoptioncompleted as of ASU 2016-02 may have on its financial position, resultsDecember 30, 2017 amounted to $0.4 million. The cumulative effect adjustment resulted in an increase to CRA's fiscal 2018 opening balance of operations, cash flows, or disclosures.retained earnings of $0.4 million, net of tax. Prior periods were not retrospectively adjusted.

Statement of Cash Flows (Topic 230): Restricted Cash

        In November 2016, the FASB issuedCRA adopted ASU No. 2016-18,Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18")., on January 1, 2018. 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 registranta company 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 shouldare not to 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 willdid not have a material impact on itsCRA's financial position, results of operations, cash flows, or disclosures.

Business Combinations (Topic 805): Clarifying the Definition of a Business

        CRA adopted ASU No. 2017-01,Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01"), on January 1, 2018. ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist companies and other reporting organizations with evaluating


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

5.4. Recent Accounting Standards Not Yet Adopted (Continued)

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 theThe adoption of ASU 2017-01 maydid not have a material impact on itsCRA's financial position, results of operations, cash flows, or disclosures.

Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment

        On January 26, 2017, the FASB issued a newCRA adopted ASU No. 2017-04,Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04")., on January 1, 2018. ASU 2017-04 simplifies the subsequent measurement of goodwill and gives the option to eliminateeliminates 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 losscharge 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 deductibletax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss,charge, if applicable. The amendmentamendments 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 theThe adoption of ASU 2017-04 maydid not have a material impact on itsCRA's financial position, results of operations, cash flows, or disclosures.


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

5. Recent Accounting Standards Not Yet Adopted (Continued)

Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting

        On May 10, 2017, the FASB issued a newCRA adopted ASU No. 2017-09,Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09")., on January 1, 2018. 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 effectiveadoption of ASU 2017-09 did not have a material impact on CRA's financial position, results of operations, cash flows, or disclosures.


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

4. Recent Accounting Standards Adopted (Continued)

Staff Accounting Bulletin No. 118 (SAB 118)

        On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118, "Income Tax Accounting Implications of the Tax Cuts and Jobs Act" ("SAB 118"), to address the application of GAAP in situations when a company does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for annualcertain income tax effects of the Tax Cuts and interim periods beginning after December 15, 2017. Early adoption is permitted, including adoptionJobs Act (the "Tax Act"). SAB 118 summarizes a three-step process to be applied at each reporting period to account for and disclose: (1) the effects of the change in any interim period, for public entities for reporting periodstax law for which financial statements haveaccounting is complete; (2) provisional amounts (or adjustments to provisional amounts) for the effects of the change in tax law where accounting is not yetcomplete, but a reasonable estimate has been issued.determined; and (3) current or deferred tax amounts reflected in accordance with law prior to the enactment of the change in tax law because the accounting of the effects of the change in tax law are not complete and a reasonable estimate has not been determined, together with qualitative disclosure of the effects of the changes in tax law for which the accounting is not compete, the reason why the accounting is not complete, and the additional information that is needed to be obtained, prepared or analyzed in order to complete the accounting. Because the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretations are expected over the next 12 months, CRA will adopt ASU 2017-09considers the accounting of deferred tax remeasurements and other items to be incomplete due to the forthcoming guidance and CRA's ongoing analysis of final year-end data and tax positions. Adjustments to these preliminary amounts identified during the first quartermeasurement period, as defined, will be included as an adjustment to tax expense from continuing operations in the period in which the amounts are determined. CRA believes that it has made a good faith effort to complete the accounting under ASC 740 with respect to the Tax Act. SAB 118 provides that the measurement period is complete when a company's accounting is complete and in no circumstances, should the measurement period extend beyond one year from the enactment date of the applicable change in tax law.

5. Recent Accounting Standards Not Yet Adopted

Securities and Exchange Commission Simplification and Update of Disclosure Requirements

        In August 2018, the Securities and Exchange Commission announced that it had voted to adopt amendments to certain disclosure requirements that have become duplicative, overlapping, or outdated in light of other Commission disclosure requirements, U.S. Generally Accepted Accounting Principles (GAAP), or changes in the information environment. The Commission has also referred certain disclosure requirements that overlap with, but require information incremental to, GAAP to the Financial Accounting Standards Board (FASB) for consideration for potential incorporation into GAAP. The amendments will be effective 30 days from publication in the Federal Register, or November 4, 2018. CRA has not completed its assessment of this standard and has not yet determined whether the impact ofeffects, if any, that the adoption of this standardthese amendments may have on its financial position, results of operations, cash flows, or disclosuresdisclosures.

Fair Value Measurements (Topic 820)

        In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU No. 2018-13,Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ("ASU No. 2018-13"). The ASU eliminates, adds and modifies certain


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

5. Recent Accounting Standards Not Yet Adopted (Continued)

disclosure requirements for fair value measurements from ASC 820. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be material.required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurement. The new standard is effective for interim and annual periods beginning after December 15, 2019. Entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. CRA has not yet determined the effects, if any, that the adoption of ASU 2018-10 may have on its financial position, results of operations, cash flows, or disclosures.

Leases (Topic 842)

        In February 2016, the FASB issued 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 12 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. While CRA is currently evaluating the impact of adopting ASU 2016-02, based on the lease portfolio as of September 29, 2018, CRA anticipates recording a right of use asset and a lease liability that will materially increase its assets and liabilities on the consolidated balance sheet. CRA continues to evaluate the impact on its consolidated income statement.

        In July 2018, the FASB issued ASU No. 2018-10,Codification Improvements to Topic 842, Leases ("ASU 2018-10"). ASU 2018-10 clarifies or corrects unintended application of guidance related to ASU 2016-02. The amendment affects narrow aspects of ASU 2016-02 related to (1) residual value guarantees, (2) rate implicit in the lease, (3) lessee reassessment of lease clarification, (4) lessor reassessment of lease term and purchase option, (5) variable lease payments that depend on an index or a rate, (6) investment tax credits, (7) lease term and purchase option, (8) transition guidance for amounts previously recognized in business combinations, (9) certain transition adjustments, (10) transition guidance for leases previously classified as capital leases underTopic 840, (11) transition guidance for modifications to leases previously classified as direct financing or sales-type leases underTopic 840, (12) transition guidance for sale and leaseback transactions, (13) impairment of net investment in the lease, (14) unguaranteed residual assets, (15) effect of initial direct costs on rate implicit in the lease, and (16) failed sale and leaseback transactions. The amendments in this update affect the amendments in ASU 2016-02, which are not yet effective, but for which early adoption upon issuance is permitted. In July 2018, the FASB issued ASU No. 2018-11,Leases (Topic 842), Targeted Improvements, which creates an optional transition expedient that allows an entity to apply the transition provisions of the new standard, including its disclosure requirements, at its adoption date instead of at the beginning of the earliest comparative period presented as originally required by FASB ASU No. 2016-02.


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

5. Recent Accounting Standards Not Yet Adopted (Continued)

        We are in the process of implementing a plan for the adoption of FASB ASU No. 2016-02. Through our implementation efforts, we have determined that we intend to elect to apply the package of practical expedients, and we do not intend to elect to apply the hindsight practical expedient. We will adopt FASB ASU No. 2016-02 on December 30, 2018 using this transition expedient. We expect that adoption of this standard will result in the recognition of a lease liability and right-of-use asset for certain operating leases that are currently not recorded on the consolidated balance sheets. While we have not yet quantified the impact of FASB ASU No. 2016-02 on our consolidated financial position or results of operations, at December 30, 2017, we were contractually obligated to make future payments of $134.0 million under our operating lease obligations in existence as of that date, primarily related to long-term facility leases. Under FASB ASU No. 2016-02, the related operating leases would potentially be required to be presented on our consolidated balance sheets.

Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting

        In June 2018, the FASB issued ASU No. 2018-07,Compensation—Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting (Topic 718) ("ASU 2018-07"). ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments in this update specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used effectively to provide financing to the issuer or awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606,Revenue from Contracts with Customers. The new guidance is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The new guidance requires a remeasurement of nonemployee awards at fair value as of the adoption date and disclosure of the nature of and reason for the change in accounting principle and, if applicable, quantitative information about the cumulative effect of the change on retained earnings or other components of shareholders' equity. CRA has not yet determined the effects, if any, that the adoption of ASU 2018-07 may have on its financial position, results of operations, cash flows, or disclosures.

6. Business Acquisitions

        On January 30,31, 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.stock, subject to a transfer lock-up. The fair value of this obligation was measured as of the acquisition date and accounted for as a component of the purchase consideration, anyconsideration. Any adjustments to thisthe initial valuation of the obligation in future accounting periods will be reported as an adjustment to net income.

        C1 provides management consulting services The acquisition accounting resulted 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 partrecognition 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 methodgoodwill 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


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

6. Business Acquisitions (Continued)

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

 $3,820 

Other current assets

  10 

Total current assets

  3,830 

Property and equipment

  206 

Other non-current assets

  106 

Intangible assets

  8,800 

Goodwill

  12,626 

Total assets acquired

 $25,568 


Liabilities Assumed:

    

Current liabilities:

    

Deferred revenue

 $3,396 

Accrued expenses and other current liabilities

  652 

Total current liabilities

  4,048 

Contingent consideration

  2,357 

Total liabilities assumed

  6,405 

Net assets acquired

 $19,163 

        The$13.0 million, amortizable intangible assets acquired are comprised of non-compete agreements$8.5 million, 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 valueliability 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 September 30, 2017 and are included in selling, general and administrative expenses on the condensed consolidated income statement.$2.4 million.


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

7. Cash and Cash Equivalents

        Cash equivalents consist principally of money market funds with maturities of three months or less when purchased. As of September 30, 2017,29, 2018, a substantial portion of CRA's cash accounts werewas 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.

8. Foreign Currency

        Results of operations for CRA's non-U.S. subsidiaries are translated from the designated functional currency to the reporting currency of the U.S. dollar. Revenues and expenses are translated at average exchange rates for each month, while assets and liabilities are translated at balance sheet date exchange rates. The resulting net translation adjustments are recorded as a component of shareholders' equity in "Accumulated other comprehensive income (loss)."

        Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in on the condensed consolidated income statements. Such transaction gains and losses may be realized or unrealized depending upon whether the transaction settled during the period or remains outstanding at the balance sheet date.

9. Fair Value of Financial Instruments

        Accounting Standards Codification ("ASC")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 September 30, 2017 and December 31, 2016 that are measured and recorded in the financial statements at fair value on a recurring basis (in thousands):

 
 September 30, 2017 
 
 Quoted Prices in Active Markets
for Identical Assets or Liabilities
 Significant Other
Observable Inputs
 Significant
Unobservable
Inputs
 
 
 Level 1 Level 2 Level 3 

Assets:

          

Money market funds

 $5 $ $ 

Total Assets

 $5 $ $ 

Liabilities:

          

Contingent consideration liability

 $ $ $3,375 

Total Liabilities

 $ $ $3,375 

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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

8. Fair Value of Financial Instruments (Continued)


 
 December 31, 2016 
 
 Quoted Prices in Active Markets
for Identical Assets or Liabilities
 Significant Other
Observable Inputs
 Significant
Unobservable
Inputs
 
 
 Level 1 Level 2 Level 3 

Assets:

          

Money market funds

 $10,024 $ $ 

Total Assets

 $10,024 $ $ 

Liabilities:

          

Contingent consideration liability

 $ $ $549 

Total Liabilities

 $ $ $549 

        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 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 these 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 September 30, 2017 and the fiscal year ended December 31, 2016 (in thousands):

 
 September 30,
2017
 December 31,
2016
 

Beginning balance

 $549 $773 

Acquisitions

  2,357   

Remeasurement of acquisition-related contingent consideration

  (296) 71 

Accretion

  1,018   

Payments

  (299) (292)

Effects of foreign currency translation

  46  (3)

Ending balance

 $3,375 $549 

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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

9. Fair Value of Financial Instruments (Continued)

        The following table shows CRA's financial instruments as of September 29, 2018 and December 30, 2017 that are measured and recorded in the financial statements at fair value on a recurring basis (in thousands):

 
 September 29, 2018 
 
 Quoted Prices in Active
Markets for Identical
Assets or Liabilities
 Significant Other
Observable Inputs
 Significant
Unobservable
Inputs
 
 
 Level 1 Level 2 Level 3 

Assets:

          

Money market funds

 $29 $ $ 

Total Assets

 $29 $ $ 

Liabilities:

          

Contingent consideration liability

 $ $ $5,564 

Total Liabilities

 $ $ $5,564 


 
 December 30, 2017 
 
 Quoted Prices in Active
Markets for Identical
Assets or Liabilities
 Significant Other
Observable Inputs
 Significant
Unobservable
Inputs
 
 
 Level 1 Level 2 Level 3 

Assets:

          

Money market funds

 $5,006 $ $ 

Total Assets

 $5,006 $ $ 

Liabilities:

          

Contingent consideration liability

 $ $ $5,137 

Total Liabilities

 $ $ $5,137 

        The fair values of CRA's money market funds are based on quotes received from third-party banks. The carrying value of CRA's revolving line of credit approximates the fair value based upon the short-term nature of the arrangement and the variable interest rate.

        The contingent consideration liability in the tables above is for estimated future contingent consideration payments related to a prior acquisition. These deferred payments are recorded at fair value at the time of acquisition and are included in other current and/or non-current liabilities on our consolidated balance sheet. The fair value of the contingent consideration is determined using the Monte Carlo simulation (in a risk-neutral framework). The fair value of this liability is based on significant inputs not observed in the market, such as internally generated projections of future profitability, as well as related volatility and discount rates, and thus represent a Level 3 measurement. The fair value of this 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 estimates are recorded in cost of services on the condensed consolidated income statement of that period.


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

9. Fair Value of Financial Instruments (Continued)

        The following table summarizes the changes in the contingent consideration liabilities over the fiscal year-to-date period ended September 29, 2018 and the fiscal year ended December 30, 2017 (in thousands):

 
 September 29,
2018
 December 30,
2017
 

Beginning balance

 $5,137 $549 

Acquisitions

    2,357 

Remeasurement of acquisition-related contingent consideration

  (281) 1,155 

Accretion

  708  1,328 

Payments

    (299)

Effect of foreign currency translation

    47 

Ending balance

 $5,564 $5,137 

10. Forgivable Loans

        Forgivable loan activity for the fiscal year-to-date period ended September 30, 201729, 2018 and the fiscal year ended December 31, 201630, 2017 is as follows (in thousands):


 September 30,
2017
 December 31,
2016
  September 29,
2018
 December 30,
2017
 

Beginning balance

 $33,962 $44,685  $28,628 $33,962 

Advances

 10,134 6,949  29,353 11,672 

Accruals

 670 316 

Repayments

 (1,884) (709) (3,399) (2,135)

Reclassification to other receivables

 (1,102)  

Reclassification to other assets

  (1,100)

Amortization

 (10,293) (16,575) (11,308) (14,155)

Effect of foreign currency translation

 375 (704)

Effects of foreign currency translation

 (88) 384 

Ending balance

 $31,862 $33,962  $43,186 $28,628 

Current portion of forgivable loans

 $6,474 $5,897  $6,400 $5,540 

Non-current portion of forgivable loans

 $25,388 $28,065  $36,786 $23,088 

10.Table of Contents


CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

11. Goodwill and Intangible Assets

        The changes in the carrying amount of goodwill during the fiscal year-to-date period ended September 30, 2017,29, 2018, are as follows (in thousands):


 Goodwill,
gross
 Accumulated
impairment
losses
 Goodwill,
net
  Goodwill,
gross
 Accumulated
impairment
losses
 Goodwill,
net
 

Balance at December 31, 2016

 $151,181 $(76,417)$74,764 

Goodwill adjustment related to acquisition

 12,626  12,626 

Effect of foreign currency translation

 1,139  1,139 

Balance at December 30, 2017

 $165,417 $(76,417)$89,000 

Effects of foreign currency translation

 (438)  (438)

Balance at September 30, 2017

 $164,946 $(76,417)$88,529 

Balance at September 29, 2018

 $164,979 $(76,417)$88,562 

        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 fiscal year-to-date period ended September 30, 2017. There were no impairment losses related to intangible assets during the third quarter of fiscal year ended December 31, 2016.2018.

        The components of acquired identifiable intangible assets are as follows (in thousands):


 September 30,
2017
 December 31,
2016
  September 29,
2018
 December 30,
2017
 

Non-competition agreements, net of accumulated amortization of $437 and $3,821, respectively

 $286 $80 

Customer relationships, net of accumulated amortization of $2,838 and $5,181, respectively

 9,581 2,605 

Non-competition agreements, net of accumulated amortization of $528 and $464, respectively

 $196 $260 

Customer relationships, net of accumulated amortization of $4,126 and $3,172, respectively

 7,993 8,948 

Total, net of accumulated amortization

 $9,867 $2,685 

Total, net of accumulated amortization of $4,654 and $3,636, respectively

 $8,189 $9,208 

12. Accrued Expenses

        Accrued expenses consist of the following (in thousands):

 
 September 29,
2018
 December 30,
2017
 

Compensation and related expenses

 $67,616 $80,105 

Income taxes payable

  661  153 

Other

  13,621  14,315 

Total

 $81,898 $94,573 

        As of September 29, 2018, and December 30, 2017, approximately $53.1 million and $63.8 million, respectively, of accrued bonuses were included above in "Compensation and related expenses". Additionally, as of September 29, 2018, "Other" accrued expenses include $6.2 million of commissions due to senior consultants, $0.8 million of direct project accruals, $6.1 million of operating expense accruals and $0.5 million of accrued leasehold improvements. As of December 30, 2017, "Other" accrued expenses include $6.1 million of commissions due to senior consultants, $1.3 million of direct project accruals, $4.4 million of operating expense accruals and $2.5 million of accrued leasehold improvements.


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

11. Accrued Expenses

        Accrued expenses consist of the following (in thousands):

 
 September 30,
2017
 December 31,
2016
 

Compensation and related expenses

 $60,254 $67,582 

Income taxes payable

  465  534 

Other

  13,566  7,165 

Total

 $74,285 $75,281 

        As of September 30, 2017 and December 31, 2016, approximately $47.2 million and $53.9 million, respectively, of accrued bonuses were included above in "Compensation and related expenses".

12.13. 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 AprilOctober 24, 2018. There2022. As of September 29, 2018, there were no$5.0 million in borrowings outstanding under this revolving credit facility which are expected to be repaid over the next 12 months in accordance with the terms of the agreement (for more details, refer to Note 19). There were no outstanding borrowings on this facility as of SeptemberDecember 30, 2017 and December 31, 2016.2017.

        As of September 30, 2017 and December 31, 2016,29, 2018, the amount available under this revolving credit facility was reduced by $3.9 million due to certain letters of credit outstanding, which amounted to $3.6 million and $2.2 million, respectively.outstanding. 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 September 29, 2018 and December 30, 2017, CRA was in compliance with the covenants of its credit agreement.

13.14. Revenue Recognition

        CRA offers consulting services in two broad areas:lines: (1) litigation, regulatory, and financial consultingconsulting; and (2) management consulting. Together, these two service areaslines comprised 100.0%all of CRA's consolidated revenues forduring the fiscal quarter and fiscal year-to-date period ended September 30, 2017.29, 2018. CRA recognizes all project revenue on a gross basis based on consideration of the criteria set forth in ASC Topic 605-45,606-10-55,Principal versus Agent Considerations. Revenue recognized during the fiscal quarter and fiscal year-to-date periods ended September 29, 2018 under ASC 606 are not materially different from the revenues that would have been recognized under ASC 605.

        CRA evaluates its revenue contracts with customers based on the five-step model under ASC 606: (1) Identify the contract with the customer; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to separate performance obligations; and (5) Recognize revenue when (or as) each performance obligation is satisfied. CRA evaluates its contracts for legal enforceability at contract inception and subsequently throughout CRA's relationship with its customers. If legal enforceability with regards to the rights and obligations exist for both CRA and the customer, then CRA has an enforceable contract and revenue recognition is permitted subject to the satisfaction of the other criteria. If, at the outset of an arrangement, CRA determines that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met.

        Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised consulting services are transferred to customers. Revenue is measured as the amount of consideration CRA expects to receive in exchange for transferring consulting services to a customer ("transaction price"). To the extent the transaction price includes variable consideration, CRA estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which it expects to be entitled. Variable consideration is included in the transaction price if, in CRA's judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of CRA's anticipated performance and all information (historical,


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

14. Revenue Recognition (Continued)

current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

        When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in ASC 606, CRA does not assess whether a significant financing component exists if the period between when it performs its obligations under the contract and when the customer pays is one year or less. None of the CRA's contracts contained a significant financing component as of September 29, 2018.

        If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised consulting services underlying each performance obligation. CRA determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, CRA estimates the standalone selling price considering all available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

        Contracts are often modified to account for changes in project scope. Contract modifications exist when the modification either creates new, or changes existing, enforceable rights and obligations. Generally, contract modifications for consulting services are not distinct from the existing contract as the modification expands CRA's consulting services, contemplated by the existing contract and thus are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue on a cumulative catch-up basis.

        Consulting services revenue is generally recognized over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the consulting services to be provided. Depending on which better depicts the transfer of value to the customer, CRA generally measures its progress on time and materials projects based on the hours incurred and the stated rates outlined in our retention letters with our customers. For fixed price projects progress is measured on a cost-to-cost basis. CRA uses the right-to-invoice measure of progress when it has a right to invoice the customer for an amount that corresponds directly with the value to the customer of its performance to date. Under the right-to-invoice measure of progress, revenues are recorded equal to the amount CRA could invoice the customer. CRA uses the cost-to-cost measure of progress when it best depicts the transfer of value to the customer which occurs as it incurs costs on its contract. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues are recorded proportionally as costs are incurred.

Consulting Services Revenues

        The contracts that CRA enters into and operates under specify whether the engagement will beengagements are billed on a time-and-materials or a fixed-price basis. Most of CRA's revenue is derived from time-and-materials


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

14. Revenue Recognition (Continued)

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 (input method), 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 theCRA's employee consultants on the engagement plus all direct expenses incurred to complete the engagement, including any amounts billed to CRA by its non-employee experts.

Disaggregation of Revenue

        The following table disaggregates CRA's revenue by major business line and timing of transfer of its consulting services. Refer to Note 12 to CRA's consolidated financial statements included in the annual report on Form 10-K for fiscal 2017, which was filed with the SEC on March 12, 2018, for further detail on revenues by geographical location (in thousands).

 
 Fiscal Quarter Ended Fiscal Year-to-Date
Period Ended
 
Type of Contract
 September 29,
2018
 September 30,
2017(1)
 September 29,
2018
 September 30,
2017(1)
 

Consulting services revenues

             

Fixed Price

 $25,047 $23,330 $66,440 $70,235 

Time-and-materials

  78,824  67,995  242,445  202,824 

Total

 $103,871 $91,325 $308,885 $273,059 


 
 Fiscal Quarter Ended Fiscal Year-to-Date
Period Ended
 
Geographic Breakdown
 September 29,
2018
 September 30,
2017(1)
 September 29,
2018
 September 30,
2017(1)
 

Consulting services revenues

             

United States

 $80,721 $70,910 $244,878 $217,609 

United Kingdom

  17,253  13,572  47,317  40,444 

Other

  5,897  6,843  16,690  15,006 

Total

 $103,871 $91,325 $308,885 $273,059 

(1)
As noted above, prior period amounts have not been adjusted under the modified retrospective method.

Reserves for Variable Consideration and Credit Risk

        Revenues from CRA's consulting services are recorded at the net transaction price, which includes estimates of variable consideration for which reserves are established. These variable consideration reserves, which are based on actual price concessions and those expected to be extended to CRA customers, are classified as reductions of accounts receivable and unbilled services. These calculated


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

13.14. Revenue Recognition (Continued)

estimates take into consideration CRA's billedhistorical experiences of prior period revenues that were subsequently reversed due to these price concessions. Overall, these reserves reflect CRA's best estimates of the amount of consideration to which it is entitled based on the terms of its contracts with its customers. The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from CRA's estimates. If actual results in the future vary from its estimates, CRA adjusts these estimates, which would affect net revenue and earnings in the period such variances become known.

        CRA's accounts receivable and unbilled receivablesservices 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 anyThese allowances are determined for specific customer collection issues. Ifaccounts and are based on 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.customer and related facts and circumstances.

        A rollforward ofDuring the accounts receivable allowance is as follows (in thousands):

 
 Fiscal Year-to-Date
Period Ended
 Fiscal Year
Ended
 
 
 September 30,
2017
 December 31,
2016
 

Balance at beginning of period

 $4,253 $3,648 

Increases to reserve

  6,076  2,761 

Amounts written off

  (2,852) (2,156)

Effects of foreign currency translation

  9   

Balance at end of period

 $7,486 $4,253 

        A rollforward of the unbilled receivables allowance is as follows (in thousands):

 
 Fiscal Year-to-Date
Period Ended
 Fiscal Year
Ended
 
 
 September 30,
2017
 December 31,
2016
 

Balance at beginning of period

 $1,720 $2,354 

Increases to reserves

  1,727  2,102 

Amounts written off

  (914) (2,736)

Effects of foreign currency translation

  (2)  

Balance at end of period

 $2,531 $1,720 

        Generally, accountsfiscal quarter and unbilled receivables allowances are recorded as a reduction to revenues. During fiscal 2016,year-to-date period ended September 29, 2018, $0.7 million and $1.1 million, wasrespectively were recorded as a bad debt expense and reported as a component of selling, general and administrative expenses related to credit-related losses.


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

13. Revenue Recognition (Continued)

        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
Period Ended
 
 
 September 30,
2017
 October 1,
2016
 September 30,
2017
 October 1,
2016
 

Reimbursable expenses

 $9,675 $8,969 $29,463 $25,510 
 
 Fiscal Quarter Ended Fiscal Year-to-Date
Period Ended
 
 
 September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
 

Reimbursable expenses

 $11,422 $9,675 $34,737 $29,463 

Transaction Price Allocated to Future Performance Obligations

        ASC 606 requires that CRA collects goodsdisclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of September 29, 2018. The guidance provides certain practical expedients that limit this requirement for (1) contracts with an original expected length of one year or less and (2) contracts for which revenue is recognized at the amount to which CRA has the right to invoice for consulting services performed. Given the nature of its business, CRA does not disclose the value of unsatisfied performance obligations as the practical expedients apply to its unsatisfied performance obligations as of September 29, 2018.

Contract Balances from Contracts with Customers

        CRA defines contract assets as assets for which it has recorded revenue because it determines that it is probable that it will earn a performance based or contingent fee, but is not yet entitled to receive


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

14. Revenue Recognition (Continued)

a fee, because certain events, such as completion of the measurement period or client approval, must occur. These contract assets are included in accounts receivable, net and unbilled services within the consolidated balance sheets. The contract assets balance was immaterial as of September 29, 2018 and December 30, 2017.

        CRA defines contract liabilities as advance payments from or billings to its clients for services that have not yet been performed or earned and retainers. These liabilities are recorded within deferred revenues and are recognized as services are provided. When consideration is received, or such consideration is unconditionally due from a customer prior to transferring consulting services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the consulting services are transferred to the customer and all revenue recognition criteria have been met.

        During the fiscal quarter and fiscal year-to-date period ended September 29, 2018, CRA recognized the following revenue as a result of changes in the contract liability balance (in thousands):

Revenue recognized in the period from:
 Fiscal Quarter
Ended
September 29, 2018
 Fiscal
Year-to- Date
Period Ended
September 29, 2018
 

Amounts included in contract liabilities at the beginning of the period

 $1,505 $6,022 

Performance obligations satisfied in previous periods

 $3,442 $8,834 

        The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled services and value added taxes from customers and records these amountscontract liabilities on the condensed consolidated balance sheets.

Costs to Obtain or Fulfill a net basis, which is withinCustomer Contract

        Prior to the scopeadoption of ASC Topic 605-45,Principal Agent Considerations.606, CRA expensed bonuses paid to its employees. Under ASC 606, bonuses are not linked or paid based on specific contract billings or revenues and therefore do not represent incremental costs of obtaining a contract with a customer. Furthermore, even if the bonuses paid were incremental, the practical expedient in ASC 340 would apply, allowing for incremental costs of obtaining contracts to be expensed as incurred if the amortization period of the assets that it otherwise would have recognized is one year or less. As such, these costs are included in both cost of services and selling, general, and administrative expenses.

14.15. 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 offor 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


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

15. Net Income per Share (Continued)

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 participating securities were not significant for the third quarter of fiscal 20172018 and fiscal 2016.2017.

        The following table presents a reconciliation from net income attributable to CRA International, Inc. to net income available to common shareholders (in thousands):


 Quarter Ended Fiscal Year-to-Date
Period Ended
  Quarter Ended Fiscal Year-to-Date
Period Ended
 

 September 30,
2017
 October 1,
2016
 September 30,
2017
 October 1,
2016
  September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
 

Net income, as reported

 $3,214 $3,193 $9,880 $10,830  $3,908 $3,214 $15,633 $9,880 

Less: net income attributable to participating shares

 21 24 66 74  15 21 82 66 

Net income available to common shareholders

 $3,193 $3,169 $9,814 $10,756  $3,893 $3,193 $15,551 $9,814 

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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

14. Net Income per Share (Continued)

        The following table presents a reconciliation of basic to diluted weighted average shares of common stock outstanding (in thousands):


 Quarter Ended Fiscal Year-to-Date
Period Ended
  Quarter Ended Fiscal Year-to-Date
Period Ended
 

 September 30,
2017
 October 1,
2016
 September 30,
2017
 October 1,
2016
  September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
 

Basic weighted average shares outstanding

 8,149 8,177 8,332 8,581  8,048 8,149 8,129 8,332 

Stock options

 204 132 198 72 

Stock options and restricted stock units

 500 204 486 198 

Diluted weighted average shares outstanding

 8,353 8,309 8,530 8,653  8,548 8,353 8,615 8,530 

        For the thirdfiscal quarter and fiscal year-to-date periodsperiod ended September 29, 2018, 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 8,256 and 13,443 shares, respectively. For the fiscal quarter and fiscal year-to-date period ended September 30, 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 40,439 and 66,470 shares, respectively. For the third quarter and fiscal year-to-date periods ended October 1, 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 205,015 and 680,950 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'sand February 15, 2018, CRA announced its 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 repurchasessuch purchases 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 thirdfiscal quarter ended September 29, 2018, CRA did not repurchase any shares under these share repurchase programs. During the fiscal year-to-date period ended September 29, 2018, CRA repurchased and retired 378,477 shares under these share repurchase


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

15. Net Income per Share (Continued)

programs at an average price per share of $53.90. During the fiscal year 2017quarter and fiscal year-to-date period ended September 30, 2017, CRA repurchased and retired 165,629 shares and 554,708 shares, respectively, under these share repurchase programs at an average price per share of $36.63 and $35.23, respectively. During the third quarter and fiscal year-to-date period ended October 1, 2016, CRA repurchased and retired 110,908 shares and 783,703 shares, respectively, under these share repurchase programs at an average price per shareAs of $25.84 and $24.33, respectively. ThereSeptember 29, 2018, there was approximately $9.5$9.1 million available for future repurchases under these programsprograms.

16. Income Taxes

Effects of the Tax Cuts and Jobs Act

        On December 22, 2017, the Tax Act was signed into U.S. law. The Tax Act significantly changes the Internal Revenue Code of 1986, as amended. The Tax Act, among other things, includes changes to the U.S. corporate tax rate, expands limitations on the deductibility of meals and entertainment, eliminates the exception to the section 162(m) limitation on the deductibility of the compensation paid to certain executive officers for "qualified performance-based compensation," allows for the expensing of capital expenditures, migrates from a "worldwide" system of taxation to a territorial system, and includes a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. ASC Topic 740, "Accounting for Income Taxes," requires companies to recognize the effect of tax law changes in the period of enactment even though the effective date for most provisions is for tax years beginning after December 31, 2017, or in the case of certain other provisions of the law, January 1, 2018.

        Given the significance of the legislation, the U.S. Securities and Exchange Commission staff issued SAB 118, which allows registrants to record provisional amounts during a one year "measurement period" similar to that used when accounting for business combinations. However, the measurement period is deemed to have ended earlier when the registrant has obtained, prepared, and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared, or analyzed.

        SAB 118 summarizes a three-step process to be applied at each reporting period to account for and disclose: (1) the effects of the change in tax law for which accounting is complete; (2) provisional amounts (or adjustments to provisional amounts) for the effects of the change in tax law where accounting is not complete, but a reasonable estimate has been determined; and (3) current or deferred tax amounts reflected in accordance with law prior to the enactment of the change in tax law because the accounting of the effects of the change in tax law are not complete and a reasonable estimate has not been determined, together with qualitative disclosure of the effects of the changes in tax law for which the accounting is not compete, the reason why the accounting is not complete, and the additional information that is needed to be obtained, prepared or analyzed in order to complete the accounting. CRA is applying the guidance in SAB 118 when accounting for the enactment-date effects of the Tax Act. As of September 29, 2018, CRA has not completed its accounting for all the tax effects of the Tax Act; however, in certain cases, as described below, aspects of accounting are complete. Additionally, CRA has made a reasonable estimate of other effects. As further discussed below, during the fiscal year-to-date period ended September 29, 2018, CRA recognized an adjustment of $0.3 million to the provisional amounts recorded at December 30, 2017.2017 and included this adjustment as a component of


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15.
CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

16. Income Taxes (Continued)

income tax expense from continuing operations. In all cases, CRA will continue to make and refine its calculations as additional analysis is completed. CRA's estimates may also be affected as it gains a more thorough understanding of the tax law. These changes could be material to income tax expense.

        Deferred tax assets and liabilities: In response to the Tax Act, CRA remeasured its U.S. related deferred tax assets and liabilities based on the expected rates at which they may reverse in the future, which is generally 21%. CRA recorded a provisional amount of $3.6 million as of December 30, 2017 related to the remeasurement of its deferred tax balances. Upon refinement of its calculations during the fiscal year-to-date period ended September 29, 2018, CRA adjusted its provisional amount by $0.1 million which was recorded during the first quarter. Additionally, as a result of anticipated guidance in connection with the deductibility of compensation paid to certain executive officers for "qualified performance-based compensation," CRA recorded a provisional amount of $0.2 million during the second quarter. Both adjustments were included as a component of income tax expense from continuing operations, the impact of which was to increase the fiscal year-to-date effective tax rate from 22.7% to 24.1%. CRA will continue to analyze and refine its calculations related to deferred tax balances.

Foreign Tax Effects

        The Tax Act includes a one-time mandatory repatriation transition tax on the net accumulated earnings and profits of a U.S. taxpayer's foreign subsidiaries. At December 30, 2017, CRA did not record any transition tax liability as it is in an accumulated deficit position with respect to its foreign subsidiaries based on its earnings and profits ("E&P") analysis. CRA considers its accounting for the transition tax to be complete.

        The Tax Act subjects a U.S. shareholder to current tax on global intangible low-taxed income ("GILTI") earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI resulting from those items in the year the tax is incurred. Given the complexity of the GILTI provisions, CRA is still evaluating the effects of the GILTI provisions and has not yet determined its accounting policy. As of the September 29, 2018 reporting period, CRA has included GILTI associated with current-year operations solely within the estimated annual effective tax rate ("EAETR") and has not provided additional GILTI on deferred items.

        The Tax Act allows U.S. corporations to take a deduction related to its foreign-derived intangible income ("FDII") produced in the U.S. CRA expects to be able to take FDII deduction for the fiscal year ended December 29, 2018. CRA has made sufficient progress in its calculations to reasonably estimate the effect on its estimated annual effective tax rate but will continue to refine its calculations, which may result in changes to this amount.

        CRA's effective income tax rates were 41.7%20.9% and 37.7%41.7% for the third quartersquarter of fiscal year 20172018 and fiscal year 2016,2017, respectively. The effective tax rate for the third quarter of fiscal year 20172018 was higherlower than the prior year stemming from changes inprimarily due to a lower statutory U.S. corporate tax rate of 21%, an increased tax benefit on stock-based compensation related to the jurisdictional mixadoption of earnings, executive compensation expenses,ASU 2016-09, and the correctionremeasurement of a prior year estimate. This increase in rate was partially offset by theU.S deferred tax benefits related to stock-based compensation of approximately $0.1 million as well as provision to return true-ups. The effective tax rate in the third quarter ofassets and liabilities based on expected fiscal year 2017 was higher than the combined Federal and2018 applicable state statutory tax rate also due to higher executive compensationapportionment and


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

15.16. Income Taxes (Continued)

statutory rates. Additionally, there had been a discrete provision recorded in the correctionthird quarter of fiscal 2017 that was nonrecurring in the third quarter of fiscal 2018. This was partially offset by higher non-deductible items as a prior year estimate.result of the Tax Act stemming from new limitations on the deductibility of compensation paid to executive officers and the deductibility of meals and entertainment. The effective tax rate in the third quarter of fiscal 2018 was lower than the combined federal and state statutory tax rate primarily due to the tax benefit on stock-based compensation related to the adoption of ASU 2016-09 and the remeasurement of U.S deferred tax assets and liabilities based on expected fiscal 2018 applicable state apportionment and statutory rates. The effective tax rate in the third quarter of fiscal year 20162017 was lowerhigher than the combined Federalfederal and state statutory tax rate due to higher executive compensation and the correction of a favorable geographical mix of earnings.prior year estimate.

        CRA's effective income tax rates were 38.0%24.1% and 34.3%38.0% for the fiscal year-to-date periods ended September 29, 2018 and September 30, 2017, and October 1, 2016, respectively. The effective tax rate for the fiscal year-to-date period ended September 30, 201729, 2018 was higherlower than the prior year primarily due to a non-recurring item inlower statutory U.S. corporate tax rate of 21% as well as an increased tax benefit on stock-based compensation related to the prior year that droveadoption of ASU 2016-09, partially offset by higher non-deductible items as a result of the rate downTax Act stemming from new limitations on the deductibility of compensation paid to executive officers and was not replicated in the current year. Other driversdeductibility of a higher year-to-date fiscal year 2017meals and entertainment. The effective tax rate are executivefor the fiscal year-to-date period ended September 29, 2018 was lower than the combined federal and state statutory tax rate primarily due to the tax benefit on stock-based compensation expenses and unfavorable discrete items, which wererelated to the adoption of ASU 2016-09, partially offset by non-deductible items referenced above as a tax benefit related to stock-based compensationresult of approximately $0.4 million, as well as the tax implications associated with the reversal of contingent consideration.Tax Act. The effective tax rate for the fiscal year-to-date period ended September 30, 2017 was lower than the combined Federalfederal 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 executive compensation and other discrete unfavorable items. The effective tax rate fiscal year-to-date period ended October 1, 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 GNU's business assets.

        CRA has not provided for deferred income taxes or foreign withholding taxes on undistributed earnings and other basis differences that may exist from its foreign subsidiaries as of September 30, 201729, 2018 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 itsin the U.S. revolving credit facility to fund its U.S. operational and strategic needs. If CRA were to repatriate its foreign earnings that are indefinitely reinvested, it would accrue substantially no additional tax expense.

16. Commitments and17. Contingencies

        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.

17. Business Segment and Geographic Information

        CRA is a leading consulting firm specializing in providing economic, financial and management consulting services. It offers consulting services in two broad areas: litigation, regulatory, and financial consulting and management consulting. These two areas represented approximately 100% of our consolidated revenues for fiscal 2017 and 2016. CRA manages its business on an integrated basis through its international network of offices and areas of functional expertise. Many of CRA's practice areas are represented in several of its offices and are managed across geographic borders. When CRA evaluated its business, and possible operating segments, CRA reviewed the manner in which it is organized and managed, composition and responsibilities of its management team, the identification of its chief operating decision maker, as well as the availability of discrete financial information for its various business components and geographic areas. During fiscal 2017 and the majority of fiscal 2016, it determined that CRA operated in one business segment, its consulting services business. Prior to the sale of substantially all of GNU's business assets on April 13, 2016, CRA operated in two operating


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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

17. Business Segment18. Correction

        During the first quarter of fiscal 2018, CRA discovered the December 30, 2017 balances of deferred compensation and Geographic Information (Continued)

segments. GNU's financial information is included belowother non-current liabilities of $20.7 million and isdeferred rent and facility-related non-current liabilities of $11.5 million had been transposed. These immaterial tooffsetting errors had a net effect of $0 on non-current liabilities and total liabilities and have been revised as follows in the overall consolidated financial statements. Revenue based on the physical locationpresentation of the operation to which the revenues relate, are as followsDecember 30, 2017 balance sheet in this quarterly report on Form 10-Q (in thousands):

 
 Quarter
Ended
September 30,
2017
 Quarter
Ended
October 1,
2016
 Fiscal Year-to-
Date Ended
September 30,
2017
 Fiscal Year-to-
Date Ended
October 1,
2016
 

Revenue:

             

United States

 $70,910 $63,955 $217,608 $189,832 

United Kingdom

  13,572  12,463  40,444  40,421 

Other

  6,843  5,273  15,007  14,957 

Total foreign

  20,415  17,736  55,451  55,378 

Total Revenue

 $91,325 $81,691 $273,059 $245,210 
 
 As previously
reported
 As revised 

Deferred compensation and other non-current liabilities

 $20,656 $11,526 

Deferred rent and facility-related non-current liabilities

 $11,526 $20,656 

        Long-lived assets by physical locationDuring the second quarter of fiscal 2018, CRA discovered that the accounts receivable and unbilled services allowances presented on the December 30, 2017 consolidated balance sheet required adjustment. These adjustments in disclosure are as followsimmaterial and had no effect on the amounts of accounts receivable and unbilled services presented on the December 30, 2017 consolidated balance sheet (in thousands):

 
 September 30,
2017
 December 31,
2016
 

Long-lived assets (property and equipment, net):

       

United States

 $34,005 $30,735 

United Kingdom

  5,560  5,253 

Other

  1,497  393 

Total foreign

  7,057  5,646 

Total Long-lived assets

 $41,062 $36,381 
 
 As previously
reported
 As revised 

Allowance netted against accounts receivable

 $7,378 $5,252 

Accounts receivable, net of allowance

 $79,803 $79,803 

Allowance netted against unbilled service

 $1,746 $865 

Unbilled services, net of allowance

 $33,530 $33,530 

        As a result of the adjustment to the accounts receivable allowance, the following classification changes were required within the operating activities portion of the September 30, 2017 consolidated statement of cash flows (in thousands):

 
 As previously
reported
 As revised 

Accounts receivable allowance

 $3,166 $1,746 

Accounts receivable

 $(11,600)$(10,180)

Net cash provided by operating activities

 $7,791 $7,791 

18.19. Subsequent Events

        On October 26, 2017,November 1, 2018, CRA announced that its Board of Directors declared a quarterly cash dividend of $0.17$0.20 per share of CRA's common share,stock, payable on December 15, 201721, 2018 to shareholders of record as of November 28, 2017.27, 2018.

        OnDuring the month of October 24, 2017, the Company extended2018, CRA repaid $5.0 million on its $125.0 million revolving credit facility for five years. The Company may use the proceedsline of the revolving credit facility to provide working capital and for other general corporate purposes. Other than the letters of credit of approximately $3.6 million that had been issued under the previous credit agreement,credit. After this repayment, no other outstanding borrowings existed at the time of the extension.remain outstanding.


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ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

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 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 business conduct and ethics applicable to our principal executive officer, principal financial officer, and principal accounting officer.

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 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 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 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.

        Apart from the additional business combinations accounting policy included below, weWe 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 2016,2017, which was filed with the SEC on March 15, 2017.12, 2018. 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 20162017 for a detailed description of these policies and their potential effects on our results of operations and financial condition.


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        WeExcept for the adoption of ASC 606, we did not adopt any changes in the fiscal year-to-date period ended September 30, 201729, 2018 that had a material effect on these critical accounting policies, nor did we make any changes to our accounting policies in the fiscal year-to-date period ended September 30, 201729, 2018 that changed these critical accounting policies.

        Business Combinations.Revenue from Contracts with Customers

        We recognize and measure identifiable assets acquired, and liabilities assumed, of our acquireesadopted ASU No. 2014-09,Revenue from Contracts with Customers (Topic 606) (ASC 606) on January 1, 2018, using the modified retrospective method for all contracts not completed as of the acquisition date at fair value. Fair value measurements require extensive use of estimates and assumptions, including estimatesadoption. The reported results for fiscal 2018 reflect the application of future cash flowsASC 606 guidance while the reported results for fiscal 2017 were prepared under the guidance of ASC 605,Revenue Recognition (ASC 605). The cumulative effect of applying ASC 606 to be generated by the acquired assets. In addition, we recognize and measure contingent consideration at fair valueall contracts with customers that were not completed as of the acquisition date. Contingent consideration obligations that are classified as liabilities are remeasured at fair value each reporting period with the changesDecember 30, 2017 amounted to $0.4 million. The cumulative effect adjustment resulted in fair value resulting from either the passagean increase to our fiscal 2018 opening balance of time, revised expectationsretained earnings of performance, or ultimate settlement$0.4 million, net of tax. Prior periods were not retrospectively adjusted. See Note 14 to the amount or timingour consolidated condensed financial statements for a complete description of the initial measurement recognized in the consolidated statements of comprehensive income.our accounting policy.

Recent Accounting Standards

        See Note 5 to our condensed consolidated financial statements included in this quarterly report on Form 10-Q for a discussion of recent accounting standards that we have not yet adopted. Additionally, Note 5 should be read in conjunction with the disclosure under the heading "Recent Accounting Standards" contained in Note 1 of theto our consolidated financial statements and the notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.30, 2017.


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Results of Operations—For the Fiscal Quarter and Fiscal Year-to-Date Period Ended September 29, 2018, Compared to the Fiscal Quarter and Fiscal Year-to-Date Period Ended September 30, 2017 Compared to the Quarter and Fiscal Year-to-Date Period Ended October 1, 2016

        The following table provides operating information as a percentage of revenues for the periods indicated:


 Quarter Ended Fiscal Year-to-
Date Period
Ended
  Fiscal Quarter
Ended
 Fiscal Year-to-Date
Period Ended
 

 September 30,
2017
 October 1,
2016
 September 30,
2017
 October 1,
2016
  September 29,
2018
 September 30,
2017
 September 29,
2018
 September 30,
2017
 

Revenues

 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

Costs of services (exclusive of depreciation and amortization)

 68.4 70.8 69.7 69.9  71.0 68.4 68.9 69.7 

Selling, general and administrative expenses

 22.8 20.4 21.9 21.5  21.5 22.8 21.9 21.9 

Depreciation and amortization

 2.7 2.3 2.4 2.4  2.5 2.7 2.4 2.4 

Income from operations

 6.2 6.5 6.0 6.2  5.0 6.2 6.8 6.0 

GNU gain on sale of business assets

   0.1 1.5     0.1 

Interest expense, net

 (0.1) (0.2) (0.2) (0.1) (0.2) (0.1) (0.2) (0.2)

Other income (expense), net

 0.0 (0.1) (0.1) (0.1) (0.1) 0.0 0.0 (0.1)

Income before provision for income taxes

 6.1 6.2 5.9 7.6 

Income before provision for income taxes and noncontrolling interest

 4.8 6.1 6.7 5.9 

Provision for income taxes

 (2.5) (2.3) (2.2) (2.6) 1.0 2.5 1.6 2.2 

Net income

 3.5 3.9 3.6 5.0  3.8 3.5 5.1 3.6 

Net (income) loss attributable to noncontrolling interest, net of tax

 0.0 0.1 0.0 (0.5)

Net income attributable to noncontrolling interest, net of tax

 0.0 0.0 0.0 0.0 

Net income attributable to CRA International, Inc.

 3.5% 3.9% 3.6% 4.4% 3.8% 3.5% 5.1% 3.6%

Fiscal Quarter Ended September 29, 2018 Compared to the Fiscal Quarter Ended September 30, 2017 Compared to the Quarter Ended October 1, 2016

        Revenues.    Revenues increased by $9.6$12.6 million, or 11.8%13.8%, to $103.9 million for the third quarter of fiscal 2018 from $91.3 million for the third quarter of fiscal 2017 from $81.7 million for the third quarter of fiscal 2016. Revenues increased primarily in our business consulting practice.2017. The increase in net revenue was a result of an increase in gross revenues of $10.5$14.4 million as compared to the third quarter of fiscal 2016, offset by an increase in2017, while write-offs and reserves of $0.9increased by $1.7 million as compared to the third quarter of 2016.2017. Utilization was up 1%increased to 76% for the third quarter of fiscal 2018 from 74% for the third quarter of fiscal 2017, from 73% in the third quarter of fiscal 2016, while overallconsultant headcount increased fromgrew 7.2% to 685 at the end of the third quarter of fiscal 2016 to2018 from 639 at the end of the third quarter of fiscal 20172017. Billable hours increased by 98 consultants, driven by7.4% for the additionthird quarter of 84 consultants fromfiscal 2018 when compared to the C1 acquisition and other recruiting activities in thethird quarter ended September 30,of fiscal 2017.

        Overall, revenues outside of the U.S. represented approximately 22% of total revenues for the third quarter of fiscal 2017 and2018, which is flat from the amount reported in the third quarter of fiscal 2016.2017. Revenues derived from fixed-price engagements increaseddecreased to 24% of total revenues for the third quarter of fiscal 2018 compared with 25% of total revenues for the third quarter of fiscal 2017 compared with 18% for the third quarter of fiscal 2016.2017. These percentages of revenue derived from fixed-price engagements depend largely on the proportion of our revenues derived from our management consulting business, which typically has a higher concentration of fixed-price service contracts. This increase in revenues derived from fixed-price engagements was primarily attributable to the acquisition of C1.

        Costs of Services.Services (exclusive of depreciation and amortization).    Costs of services (exclusive of depreciation and amortization) increased by $4.6$11.3 million, or 8.0%18.1%, to $73.7 million for the third quarter of fiscal 2018 from $62.4 million for the third quarter of fiscal 2017 from $57.8 million for the third quarter of fiscal 2016.2017. The increase in costs of services was due primarily to an increase of $4.4$1.4 million in employee compensation and fringe benefit costs attributable to salaries and benefits for our increased consulting headcount, which was


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primarilycosts attributable to the C1 acquisition, as well as a $0.4 millionsalaries and benefits associated with our increased consulting headcount, an increase in accretion related toforgivable loan amortization of $1.7 million, an increase in incentive and retention compensation costs of $4.8 million, and an increase of $2.3 million in the valuation of the contingent consideration from prior acquisitions.liability primarily due to improved revenue forecasts, offset by a decrease in stock compensation expense of $0.3 million during the third quarter of fiscal 2018 as compared to the third quarter of fiscal 2017. Additionally, client reimbursable expenses increased by $0.7$1.7 million in the third quarter of fiscal 20172018 compared to the third quarter of fiscal 2016. Partially offsetting these increases was a $1.0 million decrease in retention and incentive compensation. Despite the overall increase in cost of services, as2017. As a percentage of revenues, costs of services decreased(exclusive of depreciation and amortization) increased to 70.9% for the third quarter of fiscal 2018 from 68.4% for the third quarter of fiscal 2017 from 70.8% for the third quarter of fiscal 2016, as this increase in cost of services was outpaced by the increase in revenue in the third quarter of fiscal 2017 compared to the third quarter of fiscal 2016.2017.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased by $4.1$1.5 million, or 24.6%7.2%, to $22.3 million for the third quarter of fiscal 2018 from $20.8 million for the third quarter of fiscal 2017 from $16.7 million for the third quarter of fiscal 2016. Significant contributors2017. A significant contributor to this increase werewas a $0.6 million increase in other operating expenses due to increased travel and entertainment costs, bad debt and professional services fees, a $0.3 million increase in rent expense due to additional leased space in our London office, as well as an increase in commissions to our non-employeenonemployee experts of $0.4$0.5 million, for the third quarter of fiscal 2017 as compared to the third quarter of fiscal 2016, as a higher percentage of our revenue for the third quarter of fiscal 2017 was sourced by our non-employeenonemployee experts, as well as a $1.4 million increase in other professional fees, $0.7 million increase in employee compensation and fringe benefit costs, a $0.6 million increase in travel and entertainment expenses, a $0.5 million increase in design costs related to capitalized software, a $0.2 million increase in rent expense, and a $0.2 million increase in bad debt reserves and write-offs for loans to employeesall occurred in the third quarter of fiscal 2017 as2018 compared to the third quarter of fiscal 2016.2017.

        As a percentage of revenues, selling, general and administrative expenses increaseddecreased slightly to 21.5% for the third quarter of fiscal 2018 from 22.8% for the third quarter of fiscal 2017 from 20.4% for the third quarter of fiscal 2016, due primarily to the aforementioned increase in selling, general and administrative expenses, modestly outpacingoffset by the effect of an increase in revenues in the third quarter of fiscal 20172018 as compared with the third quarter of fiscal 2016.2017. Commissions to our non-employeenonemployee experts increased slightly to 2.5%2.7% of revenues for the third quarter of fiscal 20172018 compared to 2.4%2.5% of revenues for third quarter of fiscal 2016, as more revenue was sourced by non-employee experts in the third quarter of fiscal 2017.

        Provision for Income Taxes.    The income tax provision was $2.3$1.0 million and the effective tax rate was 41.7%,20.9% for the third quarter of fiscal 20172018 compared to $1.9$2.3 million and 37.7%41.7% for the third quarter of fiscal 2016.2017. The effective tax rate for the third quarter of fiscal 20172018 was higherlower than the prior year stemming from changes inprimarily due to a lower statutory U.S. corporate tax rate of 21%, an increased tax benefit on stock-based compensation related to the jurisdictional mixadoption of earnings, executive compensation expenses,ASU 2016-09, and true-ups to prior year estimates.the remeasurement of U.S deferred tax assets and liabilities based on expected fiscal 2018 applicable state apportionment and statutory rates. This increase in rate was partially offset by tax benefits relatedhigher non-deductible items as a result of the Tax Act stemming from new limitations on the deductibility of compensation paid to stock-based compensationexecutive officers and the deductibility of approximately $0.1 million as well asmeals and entertainment. Additionally, there had been a discrete provision to return true-ups.recorded in fiscal 2017 that was nonrecurring in fiscal 2018. The effective tax rate in the third quarter of fiscal 20172018 was comparable tolower than the combined Federalfederal and state statutory tax rate.rate primarily due to the tax benefit on stock-based compensation related to the adoption of ASU 2016-09 and the remeasurement of U.S deferred tax assets and liabilities based on expected fiscal 2018 applicable state apportionment and statutory rates. The effective tax rate in the third quarter of fiscal 2016year 2017 was lowerhigher than the combined Federalfederal and state statutory tax rate due to higher executive compensation and the correction of a favorable geographical mix of earnings.

        Net Income Attributable to Noncontrolling Interest, Net of Tax.    Our ownership interest in GNU was 55.89% for the third quarters of fiscal 2017 and fiscal 2016. GNU's financial results are consolidated with ours, and allocations of the noncontrolling interest's share of GNU's net income result in deductions to our net income, while allocations of the noncontrolling interest's share of GNU's net loss result in additions to our net income. The results of operations of GNU allocable to its other owners was a net income of $11 thousand for the third quarter of fiscal 2017 and a net loss of $42 thousand for the third quarter of fiscal 2016.prior year estimate.

        Net Income Attributable to CRA International, Inc.    Net income attributable to CRA International, Inc. remained flat atincreased by $0.7 million to $3.9 million for the third quarter of fiscal 2018 from $3.2 million for the third quarter of fiscal 2017 and for the third quarter of fiscal 2016.2017. The net income per diluted share was $0.38$0.46 per share for the third quarter of fiscal 2017 and2018, compared to $0.38 of net income per diluted share for the third quarter of fiscal 2016. Diluted weighted2017. Weighted average diluted shares outstanding increased by approximately 44,000195,000 shares to approximately 8,548,000 shares for the third quarter of fiscal 2018 from approximately 8,353,000 shares for the third quarter of fiscal 2017 from approximately 8,309,000 shares for the third quarter of fiscal 2016.2017. The increase in


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restricted stock units, and the exercise of stock options, since the third quarter of fiscal 2016,2017, offset in part by the repurchase of shares of our common stock since the third quarter of fiscal 2016.2017.

Fiscal Year-to-Date Period Ended September 30, 201729, 2018 Compared to the Fiscal Year-to-Date Period Ended October 1, 2016September 30, 2017

        Revenues.    Revenues increased by $27.9$35.9 million, or 11.4%13.1%, to $308.9 million for the fiscal year-to-date period ended September 29, 2018 from $273.0 million for the fiscal year-to-date period ended September 30, 2017 from $245.2 million for the fiscal year-to-date period ended October 1, 2016. Revenues increased primarily in our business consulting service line.2017. The increase in net revenue was a result of an increase in gross revenues of $31.7$35.8 million as compared to the fiscal year-to-date period ended October 1, 2016, offset by an increase inSeptember 30, 2017, while write-offs and reserves of $3.3 millionremained flat as compared to the fiscal year-to-date period ended October 1, 2016. NotwithstandingSeptember 30, 2017. Included in revenues are the effect of changes in currency exchange rates of an increase to revenue of $3.3 million and a reduction in utilizationdecrease of $3.7 million for the fiscal year-to-date periods ended September 29, 2018 and September 30, 2017, respectively. Utilization increased to 76% for the fiscal year-to-date period ended September 29, 2018 from 74% for the fiscal year-to-date period ended September 30, 2017, from 75%while consultant headcount increased during the fiscal year-to-date period ended September 29, 2018. Billable hours increased by 8.3% for the fiscal year-to-date period ended October 1, 2016, revenue growth followed an increase in consulting headcount from the end of the third quarter of fiscal 2016September 29, 2018 when compared to the end of the third quarter of fiscal 2017 of 98, principally driven by the addition of 84 consultants from the C1 acquisition and other recruiting activities in the fiscal year-to-date period ended September 30, 2017. Offsetting this increase, GNU had a decrease in revenue of $0.8 million in the fiscal year-to-date period ended September 30,29, 2017 compared with the fiscal year-to-date period ended October 1, 2016, principally due to the cessation of its operations in April 2016.

        Overall, revenues outside of the U.S. represented approximately 20%21% and 23%20% of total revenues for the fiscal year-to-date periodperiods ended September 29, 2018 and September 30, 2017, and the fiscal year-to-date period ended October 1, 2016, respectively. Revenues derived from fixed-price engagements were 25%22% and 17%25% of total revenues for the fiscal year-to-date periodperiods ended September 29, 2018 and September 30, 2017, and the fiscal year-to-date period ended October 1, 2016, respectively. These percentages of revenue derived from fixed-price engagements depend largely on the proportion of our revenues derived from our management consulting business, which typically has a higher concentration of fixed-price service contracts. The increase in

        Costs of Services (exclusive of depreciation and amortization).    Costs of services(exclusive of depreciation and amortization) increased by $22.6 million, or 11.9%, to $212.8 million for the fiscal year-to-date period ended September 30, 2017 compared with the fiscal year-to-date period ended October 1, 2016 is primarily attributable to the acquisition of C1 and the performance of certain of our other practices.

        Costs of Services.    Costs of services increased by $18.9 million, or 11.0%, to29, 2018 from $190.2 million for the fiscal year-to-date period ended September 30, 2017 from $171.3 million for the fiscal year-to-date period ended October 1, 2016.2017. The increase in costs of services was due primarily to an increase of $11.4$6.3 million in employee compensation and fringe benefit costs attributable to salaries and benefits associated with our increased consulting headcount, primarily attributable to the C1 acquisition, an increase in incentive and retention compensation costs of $3.3$10.2 million, and an increase in forgivable loan amortization of $2.6 million, offset by a decrease in stock compensation expense of $1.1 million and a decrease in the valuation of the contingent consideration of $0.3 million, of which $0.4 million relates to an increase in valuation of the contingent consideration liability during the fiscal year-to-date period ended September 29, 2018 compared to an increase of $0.7 million increase in accretion related tothe valuation of the contingent consideration from prior acquisitions.liability during the fiscal year-to-date period ended September 29, 2017. Additionally, client reimbursable expenses increased by $4.0$5.3 million in the fiscal year-to-date period ended September 29, 2018 compared to the fiscal year-to-date period ended September 30, 2017. As a percentage of revenues, costs of services (exclusive of depreciation and amortization) decreased to 68.9% for the fiscal year-to-date period ended September 29, 2018 from 69.7% for the fiscal year-to-date period ended September 30, 2017.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased by $7.9 million, or 13.2%, to $67.7 million for the fiscal year-to-date period ended September 29, 2018 from $59.8 million for the fiscal year-to-date period ended September 30, 2017. The primary contributors to this increase were an increase in employee and incentive compensation of $0.8 million, a $2.8 million increase in other operating expenses due to increased travel and entertainment costs and professional services fees, a $2.7 million increase in rent and operating costs due additional space in our New York, San Francisco, Chicago and London offices, as well as an increase in commissions to our nonemployee experts of $2.0 million for the fiscal year-to-date period ended September 29, 2018, as a higher percentage of our revenue for the quarter was sourced by our


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nonemployee experts, all as occurred in the fiscal year to date period ended September 29, 2018 as compared to the fiscal year to date period ended September 30, 2017.

        As a percentage of revenues, selling, general and administrative expenses increased to 22.0% for the fiscal year-to-date period ended September 29, 2018 from 21.9% for the fiscal year-to-date period ended September 30, 2017 due primarily to the increase in commissions to our nonemployee experts for the fiscal year-to-date period ended September 29, 2018 compared to the fiscal year-to-date period ended September 30, 2017. Commissions to our nonemployee experts increased to 3.0% of revenues for the fiscal year-to-date period ended September 29, 2018 compared to 2.7% of revenues for the fiscal year-to-date period ended September 30, 2017 as less revenue was sourced by nonemployee experts in the fiscal year-to-date period ended September 30, 2017 compared to the fiscal year-to-date period ended October1, 2016. Partially offsetting these increases, cost of services for GNU decreased by $0.3 million for the fiscal year-to-date period ended September 30, 2017, due to the sale of its business assets and cessation of operations in April 2016. As a percentage of revenues, costs of services remained essentially flat at 69.7% for fiscal year-to-date period ended September 30, 2017 and fiscal year-to-date period ended October 1, 2016.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased by $7.1 million, or 13.5%, to $59.8 million for three quarters of fiscal 2017 from $52.7 million for three quarters of fiscal 2016. The primary contributors to this increase were an increase in other professional fees of $2.9 million, a $1.0 million increase in employee compensation and fringe benefit costs, a $1.1 million increase in travel and entertainment expenses, a $0.5 million increase in design


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costs related to capitalized software, a $0.5 million increase in intangible impairments, a $0.6 million increase in rent expense related to the additional office space attributed to the C1 acquisition incurred in the fiscal year-to-date period ended September 30, 2017, and an increase in other operating expenses of $1.4 million. Additionally, selling, general and administrative expenses for GNU decreased by $0.5 million for the fiscal year-to-date period ended September 30, 2017, due to the sale of its business assets and cessation of operations in April 2016.

        As a percentage of revenues, selling, general and administrative expenses increased to 21.9% for the fiscal year-to-date period ended September 30, 2017 from 21.5% for fiscal year-to-date period ended October 1, 2016 due primarily to the quarter over quarter increase selling, general and administrative expenses outpacing the quarter over quarter revenue increase. Commissions to our non-employee experts decreased to 2.7% of revenues for the fiscal year-to-date period ended September 30, 2017 compared to 2.8% of revenues for fiscal year-to-date period ended October 1, 2016 as less revenue was sourced by non-employee experts in the fiscal year-to-date period ended September 30, 2017.29, 2018.

        GNU Gain on Sale of Business Assets.    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, withand 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.

        Provision for Income Taxes.    For the first three quarters of fiscal 2017, ouryear-to-date period ended September 29, 2018, the income tax provision was $6.1$5.0 million, and the effective tax rate was 38.0%24.1%, compared to a provision of $6.4$6.1 million and an effective tax rate of 34.3%38.0% for the first three quarters of fiscal 2016.year-to-date period ended September 30, 2017. The effective tax rate for the first three quarters of fiscal 2017year-to-date period ended September 29, 2018 was higherlower than the prior year primarily due to a non-recurring item in the prior year that drove the rate down and was not replicated in the current year. Other drivers of a higher year-to-date fiscal 2017 effectivelower statutory U.S. corporate tax rate are executiveof 21% as well as an increased tax benefit on stock-based compensation expenses and unfavorable discrete items, which wererelated to the adoption of ASU 2016-09, partially offset by higher non-deductible items as a tax benefit relatedresult of the Tax Act stemming from new limitations on the deductibility of compensation paid to stock-based compensationexecutive officers and the deductibility of approximately $0.4 million, as well as the tax implications associated with the reversal of contingent consideration.meals and entertainment. The effective tax rate infor the first three quartersfiscal year-to-date period ended September 29, 2018 was lower than the combined federal and state statutory tax rate primarily due to the tax benefit on stock-based compensation related to the adoption of ASU 2016-09, partially offset by non-deductible items referenced above as a result of the Tax Act. The effective tax rate for the fiscal year-to-date period ended September 30, 2017 was lower than the combined Federalfederal 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 executive compensation and other discrete unfavorable items. The effective tax rate in the first three quarters 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 GNU's business assets.

        Net Income Attributable to Noncontrolling Interest, Net of Tax.    Our ownership interest in GNU was 55.89% for the fiscal year-to-date period ended September 30, 2017 and the fiscal year-to-date period ended October 1, 2016. GNU's financial results are consolidated with ours and allocations of the noncontrolling interest's share of GNU's net income result in deductions to our net income, while allocations of the noncontrolling interest's share of GNU's net loss result in additions to our net income. The results of operations of GNU allocable to its other owners was net income of $82 thousand for the fiscal year-to-date period ended September 30, 2017, and net income of $1.3 million, primarily as a result of the gain on sale attributable to its other owners of $1.7 million, for the fiscal year-to-date period ended October 1, 2016.

        Net Income Attributable to CRA International, Inc.    Net income attributable to CRA International, Inc. decreasedincreased by $0.9$5.7 million to $15.6 million for the fiscal year-to-date period ended September 29, 2018 from $9.9 million for the fiscal year-to-date period ended


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September 30, 2017 from $10.8 million2017. The diluted net income per share was $1.81 for the fiscal year-to-date period ended October 1, 2016. TheSeptember 29, 2018, compared to diluted net income per share wasof $1.15 for the fiscal year-to-date period ended September 30, 2017, compared2017. Diluted weighted average shares outstanding increased by approximately 85,000 to diluted net income per share of $1.24 per shareapproximately 8,615,000 shares for the fiscal year-to-date period ended October 1, 2016. Diluted weighted average shares outstanding decreased by approximately 123,000 toSeptember 29, 2018 from approximately 8,530,000 shares for the fiscal year-to-date period ended September 30, 2017 from approximately 8,653,000 shares for the fiscal year-to-date period ended October 1, 2016.2017. The decreaseincrease in diluted weighted average shares outstanding was primarily due to the repurchase of shares of our common stock since October 1, 2016, offset in part by the issuance or vesting of shares of restricted stock and time-vesting restricted stock units, and the exercise of stock options, that have been exercised, since October 1, 2016.the third quarter of fiscal 2017, offset in part by the repurchase of shares of our common stock since the third quarter of fiscal 2017.


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Liquidity and Capital Resources

        We believe that our current cash, cash equivalents, cash generated from operations, and amounts available under our existingbank revolving line of credit facility will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least the next 12 months.

        General.    In the fiscal year-to-date period ended September 30, 2017,29, 2018, cash and cash equivalents decreased by $32.6$42.2 million. We completed the period with cash and cash equivalents of $20.9$11.9 million and working capital (defined as current assets less current liabilities) of $60.6$43.6 million. The principal drivers of the reduction of cash was payment of a significant portionour fiscal 2017 performance bonuses in the first half of 2018, the repurchase of shares, the funding of forgivable loans and the buildout costs of our fiscal 2016 performance bonuses, the buildout of new leased office space, the repurchaseNew York, San Francisco, Chicago and retirement of shares of our common stock, and cash paid for the C1 acquisition.London offices.

        Of the total cash and cash equivalents of $20.9$11.9 million at September 30, 2017, $6.429, 2018, $4.8 million was held within the U.S. We have sufficient sources of cashliquidity in the U.S., including cash flow from operations and availability on our revolving line of credit, to fund U.S. activities. At September 29, 2018, we had outstanding borrowings on the revolving line of credit of $5.0 million, which was paid on October 24, 2018.

        Sources and Uses of Cash.    During the fiscal year-to-date period ended September 30, 2017,29, 2018, net cash provided byused in operating activities was $7.8$8.4 million. Net income was $10.0$15.6 million for the fiscal year-to-date period ended September 30, 2017.29, 2018. The primary factor in cash used in operations was the increase in accounts receivable and unbilled services of $8.4$9.4 million in the "accounts receivable" and "accounts receivable allowances" line item of the cash flow statement and an$10.2 million, respectively, due to a significant increase in consulting activity during the "unbilled services" line item of the cash flow statement of $15.5 million dueperiod. Other significant contributors to the increase in unbilled amounts. Other uses of cash includedused in operations were a decrease of $1.2 million in the "accounts payable, accrued expenses, and other liabilities" line item of the statement of cash flow statement.flows of $9.0 million, due to the payment of our fiscal 2017 performance bonuses during the fiscal year-to-date period ended September 29, 2018, and an increase of $14.7 million in forgivable loans. The change in forgivable loans of $14.7 million was primarily driven by $26.0 million of forgivable loan issuances, net of repayments, offset by $11.3 million of forgivable loan amortization. Offsetting these uses of cash was a $6.5$1.4 million decrease in the "prepaidprepaid expenses and other current assets, and other assets" line item of thea $2.4 million decrease in incentive cash flow statement.awards. Cash provided by operations included non-cash items related toincluding depreciation and amortization expense of $6.6$7.3 million and to share-based compensation expenses of $4.6$3.7 million. The change in forgivable loans for the period of $2.4 million was primarily driven by $10.3 million of forgivable loan amortization, $3.0 million repayments and reclassifications, net of $10.8 million of forgivable loan issuances and accruals.

        During the fiscal year-to-date period ended September 30, 2017,29, 2018, net cash used in investing activities was $21.3 million, which included $16.2 million in consideration relating to the C1 acquisition and $5.4$13.4 million for capital expenditures primarily related to computer equipment and leasehold improvements for new office leased space.expenditures.

        We used $20.8 million of net cash in financing activities duringDuring the fiscal year-to-date period ended September 30, 2017, primarily for the repurchase and retirement of shares of our common stock of29, 2018, net cash used in financing activities was $19.5 million, primarily as a result of borrowings under the paymentrevolving line of $3.5credit of $30.2 million in cash dividends to shareholders, and $0.7 million in vested employee restricted shares for tax withholdings. Offsetting these uses of cash was $3.0$1.4 million received upon the issuance of shares of common stock related to the exercise of stock options.


Table Offsetting these increases in cash were the tax withholding payments reimbursed by restricted shares of Contents$1.8 million, payment of $4.2 million of cash dividends to shareholders, repayment of $24.6 million under the revolving line of credit, and $20.4 million of repurchases of common stock.

        We are party to a credit agreement that provides us with a $125.0 million revolving credit facility and a $15.0 million sublimit for the issuance of letters of credit. We may use the proceeds of the revolving credit facility to provide working capital and for other general corporate purposes. Generally, we may repay any borrowings under the revolving credit facility at any time, but must repay all borrowings no later than AprilOctober 24, 2018.2022. There were nowas $5.0 million in outstanding borrowings outstanding under this


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revolving line of credit facility as of September 30, 2017.29, 2018. These borrowings were repaid during the month of October 2018.

        The amount available under this revolving line of credit facility is reduced by certain letters of credit outstanding, which amounted to $3.6$3.9 million and $2.2 million, respectively, as of September 30, 2017 and December 31, 2016.

29, 2018. Borrowings under the revolving credit facility bear interest at a rate per annum, at our election, of either (i) the adjusted base rate, as defined in the credit agreement, plus an applicable margin, which varies between 0.50%0.25% and 1.50%1.25% depending on our total leverage ratio as determined under the credit agreement, or (ii) the adjusted eurocurrency rate, as defined in the credit agreement, plus an applicable margin, which varies between 1.50%1.25% and 2.50%2.25% depending on our total leverage ratio. We are required to pay a fee on the unused portion of the revolving credit facility at a rate per annum that varies between 0.25%0.20% and 0.375%0.35% depending on our total leverage ratio. Borrowings under the revolving credit facility are secured by 100% of the stock of certain of our U.S. subsidiaries and 65% of the stock of certain of our foreign subsidiaries, which represent approximately $26.4$28.6 million in net assets as of September 30, 2017.29, 2018.

        Under the credit agreement, we must comply with various financial and non-financial covenants. Compliance with these financial covenants is tested on a fiscal quarterly basis. Any indebtedness outstanding under the revolving credit facility may become immediately due and payable upon the occurrence of stated events of default, including our failure to pay principal, interest or fees or a violation of any financial covenant. The financial covenants require us to maintain an adjusted consolidated EBITDA to consolidated interest expense ratio of more than 2.5:1.0 and to comply with a consolidated debt to adjusted consolidated EBITDA ratio of not more than 3.0:1.0. The non-financial covenant restrictions of the senior credit agreement include, but are not limited to, our ability to incur additional indebtedness, engage in acquisitions or dispositions, and enter into business combinations.

        On October 24, 2017, the Company extended its $125.0 million revolving credit facility for five years. The Company may use the proceeds of the revolving credit facility to provide working capital and for other general corporate purposes. Other than the letters of credit of approximately $3.6 million that had been issued under the previous credit agreement, no other outstanding borrowings existed at the time of the extension.

        In order to attract and retain highly skilled professionals, we may issue forgivable loans or term loans to employees and non-employee experts. A portion of these loans is collateralized.collateralized by key man life insurance. The forgivable loans have terms that are generally between three and eight years. The principal amount of forgivable loans and accrued interest is forgiven by us over the term of the loans, so long as the employee or non-employee expert continues employment or affiliation with us and complies with certain contractual requirements. The expense associated with the forgiveness of the principal amount of the loans is recorded as compensation expense over the service period, which is consistent with the term of the loans.


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        We have entered into compensation arrangements for the payment of incentive performance awards to certain of our non-employee experts and employees if specific performance targets are met. The amounts of the awards to be paid under these compensation arrangements could fluctuate depending on future performance through the respective measurement periods. Changes in the estimated award are expensed prospectively over the remaining service period. We believe that we will have sufficient funds to satisfy any obligations related to the incentive performance awards. We expect to fund these payments, if any, from existing cash resources, cash generated from operations, or borrowings on our existing revolving credit facility.

        As part of our business, we regularly evaluate opportunities to acquire other consulting firms, practices or groups or other businesses. In recent years, we have typically paid for acquisitions with cash, or a combination of cash and our common stock, and we may continue to do so in the future. To pay for an acquisition, we may use cash on hand, cash generated from our operations, borrowings


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under our revolving credit facility, or we may pursue other forms of financing. Our ability to secure short-term and long-term debt or equity financing in the future, including our ability to refinance our current senior loan agreement, will depend on several factors, including our future profitability, the levels of our debt and equity, restrictions under our existing revolving line of credit with our bank, and the overall credit and equity market environments. See Note 6 Business Acquisitions to theour condensed consolidated financial statements toincluded in this Quarterly Report on Form 10-Q for further details of the C1 acquisition.acquisition in 2017.

        On March 21, 2016, and May 3, 2017 and February 15, 2018, we announced our Board of Directors authorized theapproved share repurchase programs of up to an additional $20.0 million, and $20.0 million, respectively, of our common stock. RepurchasesWe may repurchase shares under these programs are discretionary and we may make such repurchases under any of these programs in the open market purchases (including underthrough any Rule 10b5-1 plan adopted by us) or in privately negotiated transactions in each case in accordance with applicable insider trading and other securities laws and regulations. During the third quarter of fiscal 2017,year-to-date period ended September 29, 2018, we repurchased and retired 165,629378,477 shares, under these share repurchase programs at an average price per share of $36.63. Approximately $9.5$53.90. During the fiscal year-to-date period ended September 30, 2017, we repurchased and retired 389,079 shares under these share repurchase programs at an average price per share of $34.63. As of September 29, 2018, there was approximately $9.1 million was available for future repurchases as of September 30, 2017.

under these programs. We will finance these programs with available cash, cash from future operations and funds from our existing revolving credit facility. We expect to continue to repurchaserepurchasing shares under these programs.

        We anticipate paying regular quarterly dividends each year. These dividends are anticipated to be funded through cash flow from operations, available cash on hand, and/or borrowings under our revolving credit facility. Although we anticipate paying regular quarterly dividends on our common stock for the foreseeable future, the declaration of any future dividends is subject to the discretion of our board of directors.

        To date, inflation has not had a material impact on our financial results. There can be no assurance, however, that inflation will not adversely affect our financial results in the future.


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        We anticipate that our future capital and liquidity needs will principally consist of funds required for:




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        The hiring of individuals to replenish and expand our employee base is an essential part of our business operations and has historically been funded principally from operations. Many of the other above activities are discretionary in nature. For example, capital expenditures can be deferred, acquisitions can be forgone, and share repurchase programs and regular dividends can be suspended. As such, our operating model provides flexibility with respect to the deployment of cash flow from operations. Given this flexibility, we believe that our cash flows from operations, supplemented by cash on hand and borrowings under our bank credit facility (as necessary), will provide adequate cash to fund our long-term cash needs from normal operations for at least the next twelve12 months.

        Our conclusion that we will be able to fund our cash requirements by using existing capital resources and cash generated from operations does not take into account the impact of any future acquisition transactions or any unexpected significant changes in the number of employees or other expenditures that are currently not contemplated. The anticipated cash needs of our business could change significantly if we pursue and complete additional business acquisitions, if our business plans change, if economic conditions change from those currently prevailing or from those now anticipated, or if other unexpected circumstances arise that have a material effect on the cash flow or profitability of our business. Any of these events or circumstances, including any new business opportunities, could involve significant additional funding needs in excess of the identified currently available sources and could require us to raise additional debt or equity funding to meet those needs on terms that may be less favorable compared to our current sources of capital. Our ability to raise additional capital, if necessary, is subject to a variety of factors that we cannot predict with certainty, including:


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Contractual Obligations

        On April 21,August 16, 2017, we entered into a second amendment to our lease with BP Hancock LLC, as landlord, for our office space located at 200 Clarendon Street, Boston, Massachusetts. Under the first amendment, we will lease 28,757 square feet of office space on the building's 11th floor, in addition to the 67,659 square feet of office space we currently lease on the building's 9th, 10th and 25th floors. The landlord expects to deliver possession of the new space on or before April 1, 2019. If we do not have possession of the new space by April 1, 2020 and certain other conditions are not satisfied, the amendment gives us a right to terminate the lease with respect to the space on the 11th floor. The amendment also extends the base term of the lease with 1411 IC-SIC Property, LLC to extend the term of previously leased space of 25,261 square feet, for an additional twenty-threefive years ending on July 31, 2030. Beginning six months to April 30, 2028 for officeafter the landlord delivers possession of the new space located on the 35th11th floor and to lease additionalus or, if earlier, when we commence operations in the new space, of 16,587 square feet on the 25th floor expiring on the same date, of the office building located at 1411 Broadway in New York, New York. The amendment includes a base rent abatement of approximately $1.2 million, as well as a tenant improvement allowance of approximately $1.4 million. Following an initial rent abatement period, the annual base rent for the new space through the end of the lease's base term, exclusive of customary operating costs and expenses, will be approximately $1.2$1.9 million per year, subject to annual increases of approximately 8% after five years.

        On May 8, 2017, we entered into1.7% per year. Beginning on August 1, 2025, the first amendment ofannual fixed rent for the lease with John Hancock Life Insurance Company (U.S.A.), to extend9th and 10th floors will be payable at the term ofsame rate per square foot then in effect for the currently leased space of 41,642 square feet, for an additional ten years ending on July 31, 2028 for office space located on the 33rd and 34th floor of the office building located at 1 South Wacker Drive in Chicago, Illinois.11th floor. The amendment includes a base rent abatement of approximately $0.9 million, as well as a tenant improvement allowance of approximately $2.3$2.9 million. FollowingSubject to certain conditions, the lease will be


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extendable for two additional five-year periods. The amendment also gives us the right to terminate our lease of 10,057 square feet of office space on the building's 25th floor effective as of the date on which we begin paying rent for the 11th floor. On May 24, 2018, we notified the landlord of our intent to terminate the lease of the 25th floor effective as of the rent commencement date of the second amendment, which is expected to occur on or before October 1, 2019.

        On June 27, 2018, we entered into a third amendment to our lease with BP Hancock LLC for an initial rent abatement period,additional 14,097 square feet of office space on the 12th floor of our Boston office building. The landlord expects to deliver possession of the new space on or before May 1, 2019. If we do not have possession of the new space on the 12th floor by May 1, 2020 and certain other conditions are not satisfied, the amendment gives us a right to terminate the lease with respect to the new space. The third amendment is coterminous with the lease for the 9th, 10th and 11th floors, ending on July 31, 2030. Beginning six months after the landlord delivers possession of the new space on the 12th floor to us or, if earlier, when we commence operations in the new space, the annual base rent for the new space through the end of the lease's base term, exclusive of customary operating costs and expenses, will be approximately $1.1$1.0 million per year, subject to annual increases of approximately 2.5% per year.

        On July 21, 2017, CRA entered into the first amendment of the San Francisco, CA lease for an additional 9,206 square feet of office space and to extend the terms for an additional eight years ending on September 30, 2025. Beginning on October 1, 2017, the annual base rent will be approximately $0.9 million per year, subject to annual increases of approximately 3.0%1.6% per year. The amendment includes a base rent abatement of approximately $0.5 million, as well as a tenant improvement allowance of approximately $1.2 million. The amendment also gives us a right of first offer to rent certain additional office space in the building if it becomes available.

Factors Affecting Future Performance

        Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this Quarterly Report on Form 10-Q, as well as a description of material risks we face, are set forth under the heading "Risk Factors" included in Part I—Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 201630, 2017 filed with the SEC on March 15, 2017.12, 2018. If any of these risks, or any risks not presently known to us or that we currently believe are not significant, develops into an actual event, then our business, financial condition, and results of operations could be adversely affected.

ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk

        For information regarding our exposure to certain market risks see "Item 7A. Quantitative and Qualitative Disclosures about Market Risk," in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.30, 2017 filed with the SEC on March 12, 2018.

ITEM 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

        Under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this reportreport. This is done in order to provide reasonable assuranceensure that we record, process, summarize and report the information we mustare required to disclose in the reports that we fileare filed or submitsubmitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2017,29, 2018, due to the material weaknesses in internal


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control over financial reporting related to the inadequate design and execution of controls over non-routine technical accounting matters and information technology general controls ("ITGC") related to program changes to our accounting software. In addition, despite the significant efforts made during the fiscal year ended December 30, 2017 to remediate our previously identified material weaknesses, the material weakness in internal controls over ITGC prevented us from


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remediating the material weaknesses in internal controls over financial reporting in respect of revenue and related reserve processes compensation-related processes, and certain non-routine technical accountingcompensation-related processes described in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.30, 2017.

        Notwithstanding thethese material weaknesses, management has concluded that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material aspects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

Evaluation of Changes in Internal Control over Financial Reporting

        Under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, we evaluated whether there were any changes in our internal control over financial reporting during the third quarter of fiscal 2017.

        Other than changes effected in accordance withyear-to-date period ended September 29, 2018. Except for the ongoing remediation as further described below, of the material weaknesses in internal controls over financial reporting related to inadequate design and execution of controls over revenue and related reserve processes, compensation-related processes, and certain non-routine technical accounting processes in the financial statement close processnoted above pursuant to the planplans described in Item 9A of our Annual ReportReports on Form 10-K for the fiscal yearyears ended December 31, 2016 and December 30, 2017, there were no changes in our internal control over financial reporting identified in connection with the above evaluation that occurred during the third quarter of fiscal 20172018, except those disclosed below, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

        On December 31, 2017, we implemented ASC 606,Revenue from Contracts with Customers. Although the new revenue standard did not have a material impact on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, new training, ongoing contract review requirements, and gathering of information provided for disclosures.

Plan for Remediation of Material Weakness

        We are committed to remediating the control deficiencies that gave rise to the material weaknesses described above. Management has initiated a remediation plan which includes, but is not limitedresponsible for implementing changes and improvements to our internal control over financial reporting and for remediating the control deficiencies that gave rise to these material weaknesses. During fiscal 2018, we have enhanced our system of internal controls over financial reporting with the following actions:

Important Considerations

        The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making,


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assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness with respect to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.


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PART II. OTHER INFORMATION

ITEM 1.    Legal Proceedings

        None.

ITEM 1A.    Risk Factors

        There havehas been no material changeschange in any risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 201630, 2017 filed with the SEC on March 15, 2017.12, 2018. See "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 201630, 2017 for a complete description of the material risks we face.

ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds

        (a)   Not applicable.

        (b)   Not applicable.

        (c)   The following table provides information about our repurchases of shares of our common stock during the fiscal quarter ended September 30, 2017.29, 2018. During that period, we did not act in concert with any affiliate or any other person to acquire any of our common stock and, accordingly, we do not believe that purchases by any such affiliate or other person (if any) are reportable in the following table. For purposes of this table, we have divided the fiscal quarter into three periods of four weeks, four weeks, and five weeks, respectively, to coincide with our reporting periods during the third quarter of fiscal 2017.2018.


Issuer Purchases of Equity Securities

Period
 (a)
Total Number of
Shares
Purchased(1)
 (b)
Average Price
Paid per Share
 (c)
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs(1)
 (d)
Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet
Be Purchased
Under the Plans
or Programs(1)
 

July 2, 2017 to July 29, 2017

  40,629 $36.22 per share  40,629 $15,560,261 

July 30, 2017 to August 26, 2017

       $14,087,417 

August 27, 2017 to September, 2017

  125,000 $36.75 per share  125,000 $9,493,667 
Period
 (a)
Total Number of
Shares
Purchased(1)
 (b)
Average Price
Paid per Share(1)
 (c)
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
 (d)
Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet
Be Purchased
Under the Plans
or Programs(1)
 

July 1, 2018 to July 28, 2018

       $9,093,724 

July 29, 2018 to August 25, 2018

       $9,093,724 

August 26, 2018 to September 29, 2018

       $9,093,724 

(1)
On March 21, 2016 and May 3, 2017 and February 15, 2018, we announced that our Board of Directors had approved share repurchase programs of up to an additional $20.0 million and $20.0 million, respectively, of our common stock. We may repurchase shares under any of these programs in open market purchases (including underthrough any Rule 10b5-1 plan adopted by us) or in privately negotiated transactions in accordance with applicable insider trading and other securities laws and regulations. During the four weeks ended July 29, 2017, we repurchased and retired 40,629 shares under these programs at an average price per share of $36.22. During the five weeks ended September 30, 2017, we repurchased and retired 125,000 shares under these programs at an average price per share of $36.75. Approximately $9.5$9.1 million was available for future repurchases under these programs as of September 30, 2017.29, 2018. We expect to continue to repurchase shares under these programs.

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ITEM 3.    Defaults Upon Senior Securities

        None.

ITEM 4.    Mine Safety Disclosures

        None.


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ITEM 5.    Other Information

        On July 21, 2017, CRA amended its lease with Columbia REIT—221 Main, LLC, as landlord, for CRA's office space located at 221 Main Street, San Francisco, California. Under the amendment, CRA will lease an additional 9,206 square feet of office space and relocate to the building's 16th floor. The amendment extends the base term of the lease for an additional eight years ending on September 30, 2025. Beginning on October 1, 2017, the annual base rent for the new office space through the new end of the lease's base term, exclusive of customary operating costs and expenses, will be approximately $0.9 million per year, subject to annual increases of approximately 3.0% per year. The amendment includes a base rent abatement of approximately $0.5 million, as well as a tenant improvement allowance of approximately $1.2 million. The amendment gives CRA a right of first offer to rent certain additional office space in the building if it becomes available. If CRA expands the leased office space and is leasing the entire 16th floor of the building, subject to certain conditions, the new base term of the lease will be extendible by CRA for one five-year period. A copy of the lease amendment is attached as Exhibit 10.2 to this quarterly report on Form 10-Q and is incorporated herein by reference.        None.


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ITEM 6.    EXHIBIT INDEX

Item No. Description
 10.1*The CRA International, Inc. Amended and Restated 2006 Equity Incentive Plan, as amended (incorporated by reference to(filed as Annex A to ourCRA's definitive proxy statement filed on April 28, 2017)*27, 2018 and incorporated herein by reference)



10.2


Office Lease dated April 2, 2013 by and between C1 Consulting Limited Liability Company and 221 Main Property Owner LLC, as amended by First Amendment to Lease dated July 21, 2017 by and between CRA International, Inc. (as successor to C1 Consulting Limited Liability Company) and Columbia REIT—221 Main, LLC (as successor to 221 Main Property Owner LLC)



10.3


Addendum No. 6 to Lease dated July 11, 2016 by and between CRA International, Inc. and 1201 F Street, L.P.


 

31.1

 

Rule 13a-14(a)/15d-14(a) certification of principal executive officer

 


31.2

 

Rule 13a-14(a)/15d-14(a) certification of principal financial officer

 


32.1

 

Section 1350 certification


 

101

 

The following financial statements from CRA International, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017,29, 2018, formatted in XBRL (eXtensible Business Reporting Language), as follows: (i) Condensed Consolidated Income Statements (unaudited) for the fiscal quarters and the fiscal year-to-date periods ended September 29, 2018 and September 30, 2017, and October 1, 2016, (ii) Condensed Consolidated Statements of Comprehensive Income (unaudited) for the fiscal quarters and the fiscal year-to-date periods ended September 29, 2018 and September 30, 2017, and October 1, 2016, (iii) Condensed Consolidated Balance Sheets (unaudited) as at September 30, 201729, 2018 and December 31, 2016,30, 2017, (iv) Condensed Consolidated Statements of Cash Flows (unaudited) for the fiscal year-to-date periods ended September 29, 2018 and September 30, 2017, and October 1, 2016, (v) Condensed Consolidated Statement of Shareholders' Equity (unaudited) for the fiscal year-to-date period ended September 30, 2017,29, 2018, and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

*
Management contract or compensatory plan

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  CRA INTERNATIONAL, INC.

Date: October 31, 2017November 1, 2018

 

By:

 

/s/ PAUL A. MALEH

Paul A. Maleh
President and Chief Executive Officer

Date: October 31, 2017November 1, 2018

 

By:

 

/s/ CHAD M. HOLMES

Chad M. Holmes
Chief Financial Officer, Executive Vice President and Treasurer

Date: October 31, 2017November 1, 2018

 

By:

 

/s/ DOUGLAS C. MILLER

Douglas C. Miller
Vice President and Chief Accounting Officer