UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended April ~~3, 2021~~2, 2022

orOR

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

For the transition period from to

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of ~~Each Class~~each class

Trading Symbol

Name of ~~Each Exchange~~each exchange on ~~Which Registered~~which registered

Common Stock, no par value

CRAI

Nasdaq Global Select Market

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 x No o

Indicate by check mark whether the registrant has submitted electronically 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 such files). Yes x No o

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

Large accelerated filer

☐

Accelerated filer

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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 ☐ No x

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 April ~~30, 2021~~29, 2022

Common Stock, no par value per share

~~7,322,728~~7,372,417 shares

Table of Contents

CRA International, Inc.

INDEX


PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
	Condensed Consolidated Statements of Operations (unaudited)—Fiscal Quarters Ended April 2, 2022 and April 3, 2021 ~~and March 28, 2020~~	3
	Condensed Consolidated Statements of Comprehensive Income (unaudited)—Fiscal Quarters Ended April 2, 2022 and April 3, 2021 ~~and March 28, 2020~~	4
	Condensed Consolidated Balance Sheets (unaudited)—April 2, 2022 and April 3, ~~2021 and January 2,~~ 2021	5
	Condensed Consolidated Statements of Cash Flows (unaudited)—Fiscal Quarters Ended April 2, 2022 and April 3, 2021 ~~and March 28, 2020~~	6
	Condensed Consolidated Statements of Shareholders’ Equity (unaudited)—Fiscal Quarters Ended April 2, 2022 and April 3, 2021 ~~and March 28, 2020~~	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1718
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	2223
ITEM 4.	Controls and Procedures	2224

PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	2324
ITEM 1A.	Risk Factors	2324
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2324
ITEM 3.	Defaults Upon Senior Securities	2425
ITEM 4.	Mine Safety Disclosures	2425
ITEM 5.	Other Information	2425
ITEM 6.	Exhibits	2526
Signatures		2627

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

CRA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share data)


		Fiscal Quarter Ended				Fiscal Quarter Ended
		April 3, 2021		March 28, 2020				April 2, 2022		April 3, 2021
Revenues	Revenues	$	146,518	$	126,158		Revenues	$	148,382	$	146,518
Costs of services (exclusive of depreciation and amortization)	Costs of services (exclusive of depreciation and amortization)	105,374		90,997			Costs of services (exclusive of depreciation and amortization)	104,060		105,374
Selling, general and administrative expenses	Selling, general and administrative expenses	23,206		24,123			Selling, general and administrative expenses	25,817		23,206
Depreciation and amortization	Depreciation and amortization	3,301		2,943			Depreciation and amortization	2,976		3,301
Income from operations	Income from operations	14,637		8,095			Income from operations	15,529		14,637
Interest expense, net	Interest expense, net	(199)		(362)			Interest expense, net	(208)		(199)
Foreign currency gains (losses), net	Foreign currency gains (losses), net	(551)		1,422			Foreign currency gains (losses), net	199		(551)
Income before provision for income taxes	Income before provision for income taxes	13,887		9,155			Income before provision for income taxes	15,520		13,887
Provision for income taxes	Provision for income taxes	3,386		2,687			Provision for income taxes	4,094		3,386
Net income	Net income	$	10,501	$	6,468		Net income	$	11,426	$	10,501
Net income per share:	Net income per share:						Net income per share:
Basic	Basic	$	1.37	$	0.83		Basic	$	1.55	$	1.37
Diluted	Diluted	$	1.34	$	0.80		Diluted	$	1.52	$	1.34
Weighted average number of shares outstanding:	Weighted average number of shares outstanding:						Weighted average number of shares outstanding:
Basic	Basic	7,626		7,805			Basic	7,360		7,626
Diluted	Diluted	7,831		8,037			Diluted	7,503		7,831

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

CRA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

(in thousands)


		Fiscal Quarter Ended				Fiscal Quarter Ended
		April 3, 2021		March 28, 2020				April 2, 2022		April 3, 2021
Net income	Net income	$	10,501	$	6,468		Net income	$	11,426	$	10,501
Other comprehensive income (loss)	Other comprehensive income (loss)						Other comprehensive income (loss)
Foreign currency translation adjustments		(111)		(2,427)
Foreign currency translation adjustments, net of tax							Foreign currency translation adjustments, net of tax	(1,172)		(111)
Comprehensive income	Comprehensive income	$	10,390	$	4,041		Comprehensive income	$	10,254	$	10,390

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

CRA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(in thousands, except share data)


		April 3, 2021		January 2, 2021			April 2, 2022		January 1, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents		$	31,629	$	45,677
Accounts receivable, net of allowances of $3,789 at April 3, 2021 and $3,595 at January 2, 2021		91,690		111,595
Unbilled services, net of allowances of $1,227 at April 3, 2021 and $1,000 at January 2, 2021		63,985		40,881
Cash						Cash	$	43,702	$	66,130
Accounts receivable, net of allowances of $3,267 and $3,256, respectively						Accounts receivable, net of allowances of $3,267 and $3,256, respectively	106,770		116,962
Unbilled services, net of allowances of $1,440 and $1,364, respectively						Unbilled services, net of allowances of $1,440 and $1,364, respectively	66,881		45,095
Prepaid expenses and other current assets	Prepaid expenses and other current assets	10,030		7,068		Prepaid expenses and other current assets	11,896		10,589
Forgivable loans	Forgivable loans	13,196		14,749		Forgivable loans	12,899		10,571
Total current assets	Total current assets	210,530		219,970		Total current assets	242,148		249,347
Property and equipment, net	Property and equipment, net	60,304		62,878		Property and equipment, net	51,836		53,612
Goodwill	Goodwill	89,278		89,187		Goodwill	90,959		88,936
Intangible assets, net	Intangible assets, net	4,839		5,108		Intangible assets, net	8,086		4,181
Right-of-use assets	Right-of-use assets	120,110		122,144		Right-of-use assets	107,655		110,475
Deferred income taxes	Deferred income taxes	10,673		9,667		Deferred income taxes	9,518		9,319
Forgivable loans, net of current portion	Forgivable loans, net of current portion	44,363		46,864		Forgivable loans, net of current portion	39,137		38,020
Other assets	Other assets	2,423		2,692		Other assets	1,503		1,470
Total assets	Total assets	$	542,520	$	558,510	Total assets	$	550,842	$	555,360
LIABILITIES AND SHAREHOLDERS' EQUITY	LIABILITIES AND SHAREHOLDERS' EQUITY					LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	18,995	$	19,430	Accounts payable	$	20,252	$	23,511
Accrued expenses	Accrued expenses	100,758		136,376		Accrued expenses	103,640		156,314
Deferred revenue and other liabilities	Deferred revenue and other liabilities	8,275		9,866		Deferred revenue and other liabilities	8,822		12,821
Current portion of lease liabilities	Current portion of lease liabilities	13,889		13,557		Current portion of lease liabilities	15,023		14,337
Current portion of deferred compensation	Current portion of deferred compensation	1,214		20,902		Current portion of deferred compensation	1,209		6,103
Revolving line of credit	Revolving line of credit	40,000		0		Revolving line of credit	60,000		—
Total current liabilities	Total current liabilities	183,131		200,131		Total current liabilities	208,946		213,086
Non-current liabilities:	Non-current liabilities:					Non-current liabilities:
Deferred compensation and other non-current liabilities	Deferred compensation and other non-current liabilities	8,596		7,075		Deferred compensation and other non-current liabilities	11,441		10,947
Facility-related non-current liabilities		2,169		2,113
Non-current portion of lease liabilities	Non-current portion of lease liabilities	136,561		139,447		Non-current portion of lease liabilities	120,231		124,464
Deferred income taxes	Deferred income taxes	735		725		Deferred income taxes	999		1,029
Total non-current liabilities	Total non-current liabilities	148,061		149,360		Total non-current liabilities	132,671		136,440
Commitments and contingencies (Note 10)		0		0
Commitments and contingencies (Note 11)						Commitments and contingencies (Note 11)	0		0
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Preferred stock, 0 par value; 1,000,000 shares authorized; NaN issued and outstanding		0		0
Common stock, 0 par value; 25,000,000 shares authorized; 7,627,591 and 7,693,497 shares issued and outstanding at April 3, 2021 and January 2, 2021, respectively		0		503
Preferred stock, no par value; 1,000,000 shares authorized; none issued and outstanding						Preferred stock, no par value; 1,000,000 shares authorized; none issued and outstanding	—		—
Common stock, no par value; 25,000,000 shares authorized; 7,339,985 and 7,362,703 shares issued and outstanding, respectively						Common stock, no par value; 25,000,000 shares authorized; 7,339,985 and 7,362,703 shares issued and outstanding, respectively	—		—
Retained earnings	Retained earnings	219,922		216,999		Retained earnings	220,347		215,784
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(8,594)		(8,483)		Accumulated other comprehensive loss	(11,122)		(9,950)
Total shareholders’ equity	Total shareholders’ equity	211,328		209,019		Total shareholders’ equity	209,225		205,834
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	542,520	$	558,510	Total liabilities and shareholders’ equity	$	550,842	$	555,360

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

CRA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)


		Fiscal Quarter Ended					Fiscal Quarter Ended
		April 3, 2021		March 28, 2020			April 2, 2022		April 3, 2021
OPERATING ACTIVITIES:	OPERATING ACTIVITIES:					OPERATING ACTIVITIES:
Net income	Net income	$	10,501	$	6,468	Net income	$	11,426	$	10,501
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net income to net cash used in operating activities, net of effect of acquired business:						Adjustments to reconcile net income to net cash used in operating activities, net of effect of acquired business:
Depreciation and amortization	Depreciation and amortization	3,301		2,943		Depreciation and amortization	2,976		3,301
Facility-related liabilities		17		35
Right-of-use asset amortization	Right-of-use asset amortization	3,199		2,994		Right-of-use asset amortization	3,378		3,199
Deferred income taxes	Deferred income taxes	(896)		23		Deferred income taxes	(197)		(896)
Share-based compensation expense	Share-based compensation expense	842		655		Share-based compensation expense	1,037		842
Accounts receivable allowances		182		62
Unrealized foreign currency remeasurement gains, net		(284)		(398)
Bad debt expense (recovery)						Bad debt expense (recovery)	(121)		(13)
Unrealized foreign currency remeasurement (gains) losses, net						Unrealized foreign currency remeasurement (gains) losses, net	13		(284)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	19,838		1,388		Accounts receivable	13,522		20,033
Unbilled services, net		(23,063)		(8,217)
Unbilled services						Unbilled services	(20,632)		(23,063)
Prepaid expenses and other current assets, and other assets	Prepaid expenses and other current assets, and other assets	(2,733)		(5,327)		Prepaid expenses and other current assets, and other assets	(1,116)		(2,733)
Forgivable loans	Forgivable loans	4,140		(27,139)		Forgivable loans	(3,433)		4,140
Incentive cash awards	Incentive cash awards	1,729		1,423		Incentive cash awards	1,759		1,729
Accounts payable, accrued expenses, and other liabilities	Accounts payable, accrued expenses, and other liabilities	(52,856)		(39,121)		Accounts payable, accrued expenses, and other liabilities	(66,422)		(52,839)
Lease liabilities	Lease liabilities	(3,765)		(1,164)		Lease liabilities	(4,028)		(3,765)
Net cash used in operating activities	Net cash used in operating activities	(39,848)		(65,375)		Net cash used in operating activities	(61,838)		(39,848)
INVESTING ACTIVITIES:	INVESTING ACTIVITIES:					INVESTING ACTIVITIES:
Purchases of property and equipment	Purchases of property and equipment	(692)		(7,949)		Purchases of property and equipment	(1,346)		(692)
Consideration paid for acquisition						Consideration paid for acquisition	(10,639)		—
Net cash used in investing activities	Net cash used in investing activities	(692)		(7,949)		Net cash used in investing activities	(11,985)		(692)
FINANCING ACTIVITIES:	FINANCING ACTIVITIES:					FINANCING ACTIVITIES:
Issuance of common stock, principally stock option exercises	Issuance of common stock, principally stock option exercises	1,113		151		Issuance of common stock, principally stock option exercises	341		1,113
Borrowings under revolving line of credit	Borrowings under revolving line of credit	42,000		70,000		Borrowings under revolving line of credit	60,000		42,000
Repayments under revolving line of credit	Repayments under revolving line of credit	(2,000)		0		Repayments under revolving line of credit	—		(2,000)
Tax withholding payments reimbursed by shares	Tax withholding payments reimbursed by shares	(588)		(390)		Tax withholding payments reimbursed by shares	(897)		(588)
Cash paid for contingent consideration	Cash paid for contingent consideration	(2,357)		0		Cash paid for contingent consideration	—		(2,357)
Cash paid on dividend equivalents		(79)		(40)
Cash dividends paid to shareholders		(1,982)		(1,796)
Cash dividends paid						Cash dividends paid	(2,377)		(2,061)
Repurchase of common stock	Repurchase of common stock	(9,642)		(3,810)		Repurchase of common stock	(4,956)		(9,642)
Net cash provided by financing activities	Net cash provided by financing activities	26,465		64,115		Net cash provided by financing activities	52,111		26,465
Effect of foreign exchange rates on cash and cash equivalents	Effect of foreign exchange rates on cash and cash equivalents	27		(612)		Effect of foreign exchange rates on cash and cash equivalents	(716)		27
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	(14,048)		(9,821)		Net decrease in cash and cash equivalents	(22,428)		(14,048)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	45,677		25,639		Cash and cash equivalents at beginning of period	66,130		45,677
Cash and cash equivalents at end of period		$	31,629	$	15,818
Cash at end of period						Cash at end of period	$	43,702	$	31,629

Noncash investing and financing activities:	Noncash investing and financing activities:					Noncash investing and financing activities:
Purchases of property and equipment not yet paid for		$	294	$	370
Asset retirement obligations		$	0	$	155
Increase (decrease) in accounts payable and accrued expenses for property and equipment						Increase (decrease) in accounts payable and accrued expenses for property and equipment	$	(211)	$	(294)

Right-of-use assets obtained in exchange for lease obligations	Right-of-use assets obtained in exchange for lease obligations	$	1,070	$	0	Right-of-use assets obtained in exchange for lease obligations	$	1,210	$	1,070
Restricted common stock issued for contingent consideration	Restricted common stock issued for contingent consideration	$	2,250	$	0	Restricted common stock issued for contingent consideration	$	—	$	2,250

Supplemental cash flow information:	Supplemental cash flow information:					Supplemental cash flow information:
Cash paid for taxes	Cash paid for taxes	$	844	$	695	Cash paid for taxes	$	1,622	$	844
Cash paid for interest	Cash paid for interest	$	24	$	245	Cash paid for interest	$	97	$	24
Cash paid for amounts included in operating lease liabilities	Cash paid for amounts included in operating lease liabilities	$	5,157	$	5,039	Cash paid for amounts included in operating lease liabilities	$	5,285	$	5,157

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

CRA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE FISCAL QUARTER ENDED APRIL ~~3, 2021~~2, 2022 (unaudited)

(in thousands, except share data)


		Common Stock			Retained Earnings				Accumulated Other Comprehensive Loss					Total Shareholders’ Equity			Common Stock				Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
		Shares Issued	Amount										Shares Issued					Amount
BALANCE AT JANUARY 2, 2021		7,693,497	$	503			$	216,999			$	(8,483)					$	209,019
BALANCE AT JANUARY 1, 2022																BALANCE AT JANUARY 1, 2022	7,362,703		$	—		$	215,784		$	(9,950)		$	205,834
Net income	Net income	—	—		10,501				—					10,501		Net income	—		—		11,426			—			11,426
Foreign currency translation adjustment	Foreign currency translation adjustment	—	—		—				(111)					(111)		Foreign currency translation adjustment	—		—		—			(1,172)			(1,172)
Issuance of restricted common stock for contingent consideration		40,039	2,250		—				—					2,250

Exercise of stock options	Exercise of stock options	41,008	1,113		—				—					1,113		Exercise of stock options	14,552		341		—			—			341
Share-based compensation expense	Share-based compensation expense	—	842		—				—					842		Share-based compensation expense	—		1,037		—			—			1,037
Restricted shares vestings		29,494	—		—				—					—
Restricted shares vesting																Restricted shares vesting	29,558		—		—			—			—
Redemption of vested employee restricted shares for tax withholding	Redemption of vested employee restricted shares for tax withholding	(9,895)	(588)		—				—					(588)		Redemption of vested employee restricted shares for tax withholding	(10,163)		(897)		—			—			(897)
Shares repurchased	Shares repurchased	(166,552)	(4,120)		(5,522)				—					(9,642)		Shares repurchased	(56,665)		(481)		(4,475)			—			(4,956)
Accrued dividends on unvested shares	Accrued dividends on unvested shares	—	—		5				—					5		Accrued dividends on unvested shares	—		—		(11)			—			(11)
Cash paid on dividend equivalents		—	—		(79)				—					(79)
Cash dividends paid to shareholders ($0.26 per share)		—	—		(1,982)				—					(1,982)
BALANCE AT APRIL 3, 2021		7,627,591	$	0	$	219,922			$	(8,594)				$	211,328
Cash dividends paid ($0.31 per share)																Cash dividends paid ($0.31 per share)	—		—		(2,377)			—			(2,377)
BALANCE AT APRIL 2, 2022																BALANCE AT APRIL 2, 2022	7,339,985		$	—	$	220,347		$	(11,122)		$	209,225

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

CRA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE FISCAL QUARTER ENDED ~~MARCH 28, 2020~~APRIL 3, 2021 (unaudited)

(in thousands, except share data)

Common Stock Retained
Earnings Accumulated
Other
Comprehensive
Loss Total
Shareholders’
Equity
Shares
Issued Amount
BALANCE AT DECEMBER 28, 2019 7,814,797 $ 9,265 $ 200,249 $ (11,763) $ 197,751
Balance at December 29, 2019, as previously reported 7,814,797 $ 9,265 $ 200,249 (11,763) $ 197,751
Cumulative effect of a change in accounting principle related to ASC 326 — — (203) — (203)
Balance at December 29, 2019, as adjusted 7,814,797 $ 9,265 $ 200,046 (11,763) $ 197,548
Net income — — 6,468 — 6,468
Foreign currency translation adjustment — — — (2,427) (2,427)
Exercise of stock options 8,200 151 — — 151
Share-based compensation expense — 655 — — 655
Restricted shares vestings 23,884 — — — —
Redemption of vested employee restricted shares for tax withholding (7,843) (390) — — (390)
Shares repurchased (82,613) (3,810) — — (3,810)
Accrued dividends on unvested shares — — 1 — 1
Cash paid on dividend equivalents — — (40) — (40)
Cash dividends paid to shareholders ($0.23 per share) — — (1,796) — (1,796)
BALANCE AT MARCH 28, 2020 7,756,425 $ 5,871 $ 204,679 $ (14,190) $ 196,360


	Common Stock			Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity
	Shares Issued	Amount
BALANCE AT JANUARY 2, 2021	7,693,497	$	503	$	216,999	$	(8,483)	$	209,019
Net income	—	—		10,501		—		10,501
Foreign currency translation adjustment	—	—		—		(111)		(111)
Issuance of restricted common stock for contingent consideration	40,039	2,250		—		—		2,250
Exercise of stock options	41,008	1,113		—		—		1,113
Share-based compensation expense	—	842		—		—		842
Restricted shares vesting	29,494	—		—		—		—
Redemption of vested employee restricted shares for tax withholding	(9,895)	(588)		—		—		(588)
Shares repurchased	(166,552)	(4,120)		(5,522)		—		(9,642)
Accrued dividends on unvested shares	—	—		5		—		5
Cash dividends paid ($0.26 per share)	—	—		(2,061)		—		(2,061)
BALANCE AT APRIL 3, 2021	7,627,591	$	—	$	219,922	$	(8,594)	$	211,328

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Summary of Significant Accounting Policies

Description of Business

CRA International, Inc. (“CRA” or the “Company”) 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 2 broad areas: litigation, regulatory, and financial consulting and management consulting. CRA operates in 1 business segment. CRA operates its business under its registered trade name, Charles River Associates.

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of CRA International, Inc. and its wholly-owned subsidiaries (collectively the “Company”), which require consolidation after the elimination of intercompany accounts and transactions. These financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for Quarterly Reports on Form 10-Q. Accordingly, these financial statements do not include all the information and note disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements. In the opinion of management, these financial statements reflect all adjustments of a normal, recurring nature necessary for the fair presentation of CRA’s results of operations, financial position, cash flows, and 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 January ~~2, 2021~~1, 2022 included in CRA’s Annual Report on Form 10-K filed with the SEC on March ~~4, 2021~~3, 2022 (the ~~“2020~~“2021 Form 10-K”). Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported results of operations, financial position, or cash flows.

Estimates

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~~fixed-price contracts, variable consideration to be included in the transaction price of revenue contracts, ~~depreciation~~the useful life of ~~property and equipment,~~long-lived assets, measurement of operating lease right-of-use (“ROU”) assets and liabilities, share-based compensation, valuation of ~~contingent consideration liabilities, valuation of~~ acquired intangible ~~assets, impairment of long-lived~~ assets, goodwill, accrued and deferred income taxes, valuation allowances on deferred tax assets, accrued incentive compensation, and certain 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.

~~Common Stock~~Business Combinations

CRA accounts for business acquisitions using the acquisition method of accounting, which requires assets acquired and ~~Equity~~

~~Equity transactions consist primarily~~liabilities assumed to be measured and recorded at their estimated fair values as of the repurchase by CRA of its common stock under its share repurchase program and the recognition of compensation expense and issuance of common stock under CRA’s 2006 Equity Incentive Plan. The Company repurchases its common stock under its share repurchase program in open market purchases (including through any Rule 10b5-1 plan adopted by CRA) or in privately negotiated transactions in accordanceacquisition date, with applicable insider trading and other securities laws and regulations. On March 8, 2021, CRA commenced a modified "Dutch auction" self-tender offer to purchase up to $25.0 million in value of shares of its common stock, as further described in Note 11.certain exceptions. The purchase price is determined as the fair value of ~~repurchases~~consideration transferred. Goodwill is ~~first charged against available paid-in capital (“PIC”) until PIC~~recognized for the excess of consideration transferred over the net value of assets acquired and liabilities assumed. The operating results of each acquired company is ~~exhausted, wherein purchases will~~included in CRA's consolidated financial statements beginning on the date of acquisition.

Fair value measurements require extensive use of estimates and assumptions, including estimates of future cash flows to be ~~charged~~generated by the acquired assets. The useful lives of identifiable intangible assets acquired in a business acquisition are

Table of Contents

CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

estimated based on the expected period that the Company will receive substantially all the projected future benefits from the intangible asset. Transaction expenses directly related to ~~retained earnings. As~~acquisitions are expensed as incurred and are included in selling, general and administrative expenses on the condensed consolidated statements of ~~April 3, 2021, PIC was exhausted. CRA’s common stock has no par value. All shares repurchased have been retired.~~operations.

Recent Accounting Standards ~~Adopted~~

~~Income Taxes~~Business Combinations (Topic ~~740)~~805): ~~Simplifying the~~ Accounting for ~~Income Taxes~~Contract Assets and Contract Liabilities from Contracts with Customers

~~CRA adopted~~In October 2021, the FASB issued Accounting Standards Update ("ASU") No. ~~2019-12,~~2021-08, ~~Income Taxes~~Business Combinations (Topic ~~740)~~805): ~~Simplifying the~~ Accounting for ~~Income Taxes~~Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). The ASU requires that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606") (“at the acquisition date as if the acquirer had originated the contracts rather than adjust them to fair value. CRA elected to early adopt ASU ~~2019-12”)~~2021-08 on the first day of fiscal 2021. ASU 2019-12 simplifies or clarifies accounting for income taxes by changing prior guidance related to accounting for year-to-date losses in interim periods, accounting for tax law changes in interim periods, determining when a deferred tax liability is recognized for foreign subsidiaries that transition to or from being accounted for as equity method investments, application of income tax guidance to franchise taxes that are partially based on income, and making an intra-period allocation in situations where there is a loss in continuing operations and income or gain from other items. ASU 2019-12 also introduces new guidance to evaluate whether a step up in the tax basis of goodwill relates to a business combination or a separate transaction and provides a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax.2022. The adoption of the new standard ~~did not have a material~~had no impact on CRA's financial position, results of operations, cash flows, or disclosures on the date of transition.

2. ~~Revenue Recognition~~Business Acquisition

On February 28, 2022, CRA acquired substantially all the business assets and assumed certain liabilities of Welch Consulting, Ltd. (“Welch Consulting”), a Texas limited partnership. Welch Consulting provided economic, business, and strategic consulting services principally involving labor and employment issues. The acquisition expands CRA’s business opportunities, expertise, and market presence with the addition of 45 colleagues and offices in Bryan, Texas; Los Angeles, California; and Washington, D.C. A non-employee expert of CRA served as an agent and attorney-in-fact on behalf of Welch Consulting. The non-employee expert did not and will not receive compensation or a portion of the purchase price as part of the transaction.

The acquisition has been accounted for as a business combination, and the results of operations have been included in the accompanying condensed consolidated financial statements from the date of acquisition. The operating results of the acquired business for the fiscal quarter ended April 2, 2022 were not material to CRA's consolidated operating results. On the date of acquisition, right-of-use assets and lease liabilities were recorded in accordance with ASC Topic 842, Leases. In addition, contract assets and contract liabilities were recorded in accordance with ASC 606, as CRA adopted ASU 2021-08 on the first day of fiscal 2022. All other tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at their fair value as of the date of acquisition.

The current values of assets acquired and liabilities assumed are preliminary and based on the best available information. Certain items, such as the working capital adjustments, intangible assets, and goodwill, may be subject to change as additional information is received. The allocation of the purchase price will be finalized as soon as practicable, but not later than one year from the date of acquisition. The final purchase price allocation may be different from the preliminary estimate reported as CRA receives additional information and completes its analysis of transaction-related activities, the impact of which is not expected to be material to CRA’s results of operations for fiscal 2022. The following table presents the preliminary assets acquired and liabilities assumed as of April 2, 2022 (in thousands):

Table of Contents

CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


Assets Acquired
Current assets:
Accounts receivable	$	3,778
Unbilled services	1,507
Prepaid expenses and other current assets	100
Total current assets	5,385
Property and equipment	141
Goodwill	2,409
Intangible assets	4,150
Right-of-use assets	1,210
Other assets	41
Total assets acquired	$	13,336

Liabilities Assumed
Current liabilities:
Accrued expenses	$	1,280
Deferred revenue and other liabilities	161
Current portion of lease liabilities	549
Total current liabilities	1,990
Non-current portion of lease liabilities	661
Total liabilities assumed	$	2,651
Net assets acquired	$	10,685

For the acquired assets and assumed liabilities, CRA initially paid $10.6 million in cash, the amount of which was based on the estimates of certain net working capital items. Subsequent to the acquisition date, certain net working capital items were adjusted. These adjustments are reflected in the assets acquired and liabilities assumed in the table above. Additional adjustment to the purchase consideration may be due to or from Welch Consulting. Per the terms of the Asset Purchase Agreement, $0.5 million was to be withheld from the closing payment and paid to Welch Consulting within one year of the date of acquisition, subject to the satisfaction of certain assurances provided by Welch Consulting. In addition, CRA issued $7.9 million of forgivable loans and agreed to provide other deferred compensation to key employees and a non-employee expert, which will be treated as post-transaction compensation expense as incurred.

The intangible assets acquired are comprised of customer relationships, the fair value of which was determined using a multi-period excess earning method. 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 Company also recorded $2.4 million of goodwill, all of which is expected to be deductible for tax purposes.

Transaction related expenses, which are principally legal and accounting service fees, amounted to $0.2 million for the fiscal quarter ended April 2, 2022 and are included in selling, general and administrative expenses on the condensed consolidated statements of operations.

3. Revenues and Allowances

The contracts CRA enters into and operates under specify whether the projects are billed on a time-and-materials or a fixed-price basis. Time-and-materials contracts are typically used for litigation, regulatory, and financial consulting projects

Table of Contents

CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

while fixed-price contracts are principally used for management consulting projects. In general, project costs are classified in costs of services and are based on the direct salary of CRA’s employee consultants on the engagement, plus all direct expenses incurred to complete the project, including any amounts billed to CRA by its non-employee experts.

Disaggregation of Revenue

The following tables disaggregate CRA’s revenue by type of contract and geographic location (in thousands):


		Fiscal Quarter Ended				Fiscal Quarter Ended
Type of Contract	Type of Contract	April 3, 2021		March 28, 2020			Type of Contract	April 2, 2022		April 3, 2021
Consulting services revenues
Consulting services revenues:							Consulting services revenues:
Fixed-price	Fixed-price	$	33,433	$	28,988		Fixed-price	$	28,773	$	33,433
Time-and-materials	Time-and-materials	113,085		97,170			Time-and-materials	119,609		113,085
Total	Total	$	146,518	$	126,158		Total	$	148,382	$	146,518


		Fiscal Quarter Ended				Fiscal Quarter Ended
Geographic Breakdown	Geographic Breakdown	April 3, 2021		March 28, 2020			Geographic Breakdown	April 2, 2022		April 3, 2021
Consulting services revenues
Consulting services revenues:							Consulting services revenues:
United States	United States	$	117,247	$	100,740		United States	$	116,919	$	117,247
United Kingdom	United Kingdom	23,286		19,066			United Kingdom	22,410		23,286
Other	Other	5,985		6,352			Other	9,053		5,985
Total	Total	$	146,518	$	126,158		Total	$	148,382	$	146,518

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. Variable consideration reserves are based on specific price concessions and

~~Table of Contents~~

~~CRA INTERNATIONAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

those expected to be extended to CRA customers estimated by CRA's historical realization rates. Reserves for variable consideration are recorded as a component of the allowances for accounts receivable and unbilled services on the condensed consolidated balance sheets. Adjustments to the reserves for variable consideration are included in revenues on the condensed consolidated statements of operations.

CRA also maintains allowances for accounts receivable and unbilled services for estimated losses resulting from clients’ failure to make required payments. ~~CRA adopted ASU No. 2016-13,~~ ~~Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~ ("ASC 326") on the first day of fiscal 2020, which changed the method CRA utilizes to estimate reserves related to credit risk. As a result of the adoption, CRA recognized a $0.2 million cumulative-effect increase to allowances for accounts receivable and unbilled services and a reduction to the fiscal 2020 opening balance of retained earnings.

The following table presents CRA's bad debt expense, net of recoveries, of previously written off allowances (in thousands):

Fiscal Quarter Ended
April 3,
2021 March 28,
2020
Bad debt expense (recovery), net $ (13) $ 59


	Fiscal Quarter Ended
	April 2, 2022		April 3, 2021
Bad debt expense (recovery), net	$	(121)	$	(13)

Reimbursable Expenses

Revenues also include reimbursements for costs incurred by CRA in fulfilling its performance obligations, including travel and other out-of-pocket expenses, fees for outside consultants, and other reimbursable expenses. CRA recovers substantially all of these costs. The following expenses are subject to reimbursement (in thousands):

Fiscal Quarter Ended
April 3,
2021 March 28,
2020
Reimbursable expenses $ 16,479 $ 16,430

Table of Contents

CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


	Fiscal Quarter Ended
	April 2, 2022		April 3, 2021
Reimbursable expenses	$	16,204	$	16,479

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 a fee because certain events, such as completion of the measurement period or client approval, must occur. The contract assets balance was immaterial as of April ~~3, 2021~~2, 2022 and January ~~2, 2021.~~1, 2022.

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 performance obligations have been satisfied and all revenue recognition criteria have been met. The following table presents the closing balances of CRA's contract liabilities (in thousands):

April 3,
2021 January 2,
2021
Contract liabilities $ 2,941 $ 5,527

~~Table of Contents~~

~~CRA INTERNATIONAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~


	April 2, 2022		January 1, 2022
Contract liabilities	$	4,572	$	8,811

CRA recognized the following revenue that was included in the contract liabilities balance as of the opening of the respective period or for performance obligations satisfied in previous periods (in thousands):


		Fiscal Quarter Ended				Fiscal Quarter Ended
		April 3, 2021		March 28, 2020				April 2, 2022		April 3, 2021
Amounts included in contract liabilities at the beginning of the period	Amounts included in contract liabilities at the beginning of the period	$	4,355	$	2,906		Amounts included in contract liabilities at the beginning of the period	$	6,543	$	4,355
Performance obligations satisfied in previous periods	Performance obligations satisfied in previous periods	$	2,183	$	3,257		Performance obligations satisfied in previous periods	$	1,665	$	2,183

3.4. Forgivable Loans

In order to attract and retain highly skilled professionals, CRA may issue forgivable loans to employees and non-employee experts, certain of which ~~loans~~ may be denominated in local currencies. A portion of these loans is collateralized. The principal amount of forgivable loans and accrued interest is forgiven by CRA over the term of the loans, so long as the employee or non-employee expert continues employment or affiliation with CRA 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.

The following table presents forgivable loan activity for the respective periods (in thousands):

Fiscal Quarter Ended Fiscal Year Ended
April 3,
2021 January 2,
2021
Beginning balance $ 61,613 $ 55,141
Advances 2,153 42,418
Reclassification from accrued expenses / to other assets (1) 0 (9,713)
Amortization (6,295) (26,628)
Effects of foreign currency translation 88 395
Ending balance $ 57,559 $ 61,613
Current portion of forgivable loans $ 13,196 $ 14,749
Non-current portion of forgivable loans $ 44,363 $ 46,864

Table of Contents

CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


	Fiscal Quarter Ended		Fiscal Year Ended
	April 2, 2022		January 1, 2022
Beginning balance	$	48,591	$	61,613
Advances	8,800		14,528
Repayments	—		(69)
Reclassifications from accrued expenses or to other assets (1)	—		(2,229)
Amortization	(5,362)		(25,187)
Effects of foreign currency translation	7		(65)
Ending balance	$	52,036	$	48,591
Current portion of forgivable loans	$	12,899	$	10,571
Non-current portion of forgivable loans	$	39,137	$	38,020

(1)Relates to the reclassification of performance awards previously recorded as accrued expenses or forgivable loans that have been reclassified to other receivables.

4.5. Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the fiscal quarter ended April ~~3, 2021~~2, 2022 are summarized as follows (in thousands):


Goodwill	$	~~161,080~~160,829
Accumulated goodwill impairment	(71,893)
Goodwill, net at January ~~2, 2021~~1, 2022	~~89,187~~88,936
Additions due to acquisitions	2,409
Foreign currency translation adjustment	91 (386)
Goodwill, net at April ~~3, 2021 (1)~~2, 2022	$	~~89,278~~90,959

~~(1)~~Goodwill ~~net~~ at April ~~3, 2021,~~2, 2022, is comprised of goodwill of ~~$161.2~~$162.9 million and accumulated impairment of $71.9 million. There were no impairment losses related to goodwill during the fiscal quarter ended April 2, 2022 or during the fiscal year ended January 1, 2022.

Intangible assets that are separable from goodwill and have determinable useful lives are valued separately and amortized using the straight-line method over their expected useful lives. The components of acquired identifiable intangible assets are as follows (in thousands):


		April 2, 2022						January 1, 2022
	Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-competition agreements	5	$	—	$	—	$	—	$	280	$	(275)	$	5
Customer relationships	10	12,370		(4,284)		8,086		8,220		(4,044)		4,176
Total		$	12,370	$	(4,284)	$	8,086	$	8,500	$	(4,319)	$	4,181

There were no impairment losses related to intangible assets during the fiscal quarter ended April 2, 2022 or during the fiscal year ended January 1, 2022. As a result of the Welch Consulting acquisition, CRA recognized approximately $4.2 million

1214

Table of Contents

CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

~~Intangible~~of intangible assets ~~that are separable from goodwill and have determinable useful lives are valued separately and amortized over their expected useful lives. There were 0 impairment losses~~ related to ~~intangible assets during~~customer relationships in the fiscal quarter ended April 2, 2022. Amortization expense related to intangible assets was $0.2 million and $0.3 million for the fiscal quarters ended April 2, 2022 and April 3, 2021, ~~or during the fiscal year ended January 2, 2021.~~

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

April 3,
2021 January 2,
2021
Non-competition agreements $ 280 $ 280
Customer relationships 8,220 12,120
Total cost 8,500 12,400
Accumulated amortization (3,661) (7,292)
Total intangible assets, net $ 4,839 $ 5,108
respectively.

5.6. Accrued Expenses

Accrued expenses consist of the following (in thousands):


		April 3, 2021		January 2, 2021			April 2, 2022		January 1, 2022
Compensation and related expenses	Compensation and related expenses	$	85,209	$	123,540	Compensation and related expenses	$	88,439	$	143,199
Income taxes payable		5,251		1,927
Performance awards	Performance awards	2,376		2,176		Performance awards	6,198		4,603
Other professional fees		1,635		1,541
Direct project accruals	Direct project accruals	3,116		3,988		Direct project accruals	2,482		2,833
Accrued leasehold improvements		40		52
Other	Other	3,131		3,152		Other	6,521		5,679
Total accrued expenses	Total accrued expenses	$	100,758	$	136,376	Total accrued expenses	$	103,640	$	156,314

As of April ~~3, 2021,~~2, 2022 and January ~~2, 2021,~~1, 2022, approximately ~~$50.3~~$49.9 million and ~~$102.6~~$118.9 million, respectively, of accrued bonuses were included above in “Compensation and related expenses.”

6.7. Income Taxes

For the fiscal quarters ended April 2, 2022 and April 3, 2021, ~~and March 28, 2020,~~ CRA’s effective income tax rate (“ETR”) was ~~24.4%~~26.4% and ~~29.4%~~24.4%, respectively. The ETR for the first quarter of fiscal ~~2021~~2022 was ~~lower~~higher than the ~~prior year~~first quarter of fiscal 2021 due to ~~an increase~~a decrease in the tax benefit related to share-based compensation, the ~~accounting for stock-based compensation as well as the impact~~establishment of a valuation allowance in a foreign jurisdiction, and higher ~~pre-tax earnings in the first quarter of fiscal 2021, which diluted the permanent unfavorable differences, primarily related to the impact of the deductibility of~~state taxes and nondeductible compensation paid to executive ~~officers, with respect to the full-year estimated ETR.~~officers.

During the fourth quarter of fiscal 2020, CRA considered the operating needs of the United Kingdom ("U.K.") subsidiary, as well as the tax implications of no longer asserting indefinite reinvestment with respect to the U.K. operations. As a result of both a qualitative and quantitative analysis, previously taxed and untaxed post fiscal 2018 U.K. earnings were no longer considered permanently reinvested. Deferred taxes that are a consequence of foreign exchange translation resulting from earnings that are no longer considered permanently reinvested are recorded as a component of foreign currency translation adjustments on the condensed consolidated statements of comprehensive income. ~~For the~~In fiscal ~~quarter ended April 3, 2021, CRA’s U.K. subsidiary distributed approximately £12.0 million~~2020, as a result of both a qualitative and quantitative analysis, certain amounts of previously taxed and untaxed post fiscal 2018 U.K. earnings ~~to CRA’s U.S. parent entity, the foreign currency translation impact of which was immaterial.~~were no longer considered permanently reinvested. Deferred income taxes or foreign withholding taxes, estimated to be $0.4 million, have not been recorded for other jurisdictions as those earnings are considered to be permanently reinvested.

~~Table of Contents~~

~~CRA INTERNATIONAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

7.8. Net Income Per Share

CRA calculates basic earnings per share using the two-class method. CRA calculates diluted earnings per share using the more dilutive of either the two-class method or treasury stock method. The two-class method was more dilutive for the fiscal quarters ended April 2, 2022 and April 3, ~~2021 and March 28, 2020.~~2021.

Under the two-class method, net earnings are allocated to each class of common stock and participating security as if all the net earnings for 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. Net earnings allocable to these participating securities were not material for the fiscal quarters ended April ~~3, 2021~~2, 2022 and ~~March 28, 2020.~~

~~The following table presents a reconciliation from net income to the net income available to common shareholders (in thousands):~~

Fiscal Quarter Ended
April 3,
2021 March 28,
2020
Net income, as reported $ 10,501 $ 6,468
Less: net income attributable to participating shares 46 26
Net income available to common shareholders $ 10,455 $ 6,442

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

Fiscal Quarter Ended
April 3,
2021 March 28,
2020
Basic weighted average shares outstanding 7,626 7,805
Dilutive stock options and restricted stock units 205 232
Diluted weighted average shares outstanding 7,831 8,037

~~For the fiscal quarters ended~~ April 3, 2021 and March 28, 2020, 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 13,826 and 73,647 shares, respectively. These share-based awards each period were anti-dilutive because their exercise price exceeded the average market price over the respective period.

~~8. Fair Value of Financial Instruments~~

As of April 3, 2021, CRA did 0t have any financial instruments measured at fair value on a recurring basis. The following table presents CRA’s financial instruments recorded in the condensed consolidated financial statements at January 2, 2021, which are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

January 2, 2021
Level 1 Level 2 Level 3
Assets:
Money market mutual funds $ 150 $ 0 $ 0
Total Assets $ 150 $ 0 $ 0
Liabilities:
Contingent consideration liability $ 0 $ 0 $ 14,620
Total Liabilities $ 0 $ 0 $ 14,620
2021.

1415

Table of Contents

CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The following table presents the calculation of basic and diluted net income per share (in thousands, except per share data):


	Fiscal Quarter Ended
	April 2, 2022		April 3, 2021
Numerator:
Net income — basic	$	11,426	$	10,501
Less: net income attributable to participating shares	48		46
Net income — diluted	$	11,378	$	10,455
Denominator:
Weighted average shares outstanding — basic	7,360		7,626
Effect of dilutive stock options and restricted stock units	143		205
Weighted average shares outstanding — diluted	7,503		7,831
Net income per share:
Basic	$	1.55	$	1.37
Diluted	$	1.52	$	1.34

Certain share-based awards were anti-dilutive because their exercise price exceeded the average market price over the respective period. The following table presents 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 (in thousands):

Fiscal Quarter Ended

April 2,
2022

April 3,
2021

Anti-dilutive share-based awards excluded

—

9. Fair Value of Financial Instruments

As of April 2, 2022 and January 1, 2022, CRA did not have any financial instruments measured at fair value ~~of CRA’s money market mutual fund share holdings was $1.00 per share.~~on a recurring basis.

The contingent consideration liability pertained to estimated future contingent consideration payments related to the acquisition of C1 Consulting, LLC, an independent consulting firm, and its wholly-owned subsidiary C1 Associates (collectively, “C1”). CRA had no contingent consideration obligation during the fiscal quarter ended April 2, 2022. CRA paid the contingent consideration liability in the first quarter of fiscal 2021. The following table summarizes the changes in the contingent consideration ~~liabilities~~liability for the fiscal year ended January 1, 2022 (in thousands):

Fiscal Quarter Ended Fiscal Year Ended
April 3, 2021 January 2, 2021
Beginning balance $ 14,620 $ 11,579
Remeasurement of acquisition-related contingent consideration 0 1,156
Accretion 380 1,885
Payment of contingent consideration (15,000) 0
Ending balance $ 0 $ 14,620


	Fiscal Year Ended
	January 1, 2022
Beginning balance	$	14,620
Accretion	380
Payment of contingent consideration	(15,000)
Ending balance	$	—

Table of Contents

CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

10. Credit Agreement

CRA is party to an amended and restated credit agreement that provides the Company with a $175.0 million revolving credit facility ~~which reflects an increase to the capacity by $50.0 million per an amendment to the credit agreement on January 12, 2021, and~~that includes 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 any borrowings must be repaid no later than October 24, ~~2022.~~2022, the maturity date. There was ~~$40.0~~$60.0 million in borrowings outstanding under this revolving credit facility as of April ~~3, 2021.~~2, 2022. There were 0no borrowings outstanding under this facility as of January ~~2, 2021.~~1, 2022.

As of April ~~3, 2021,~~2, 2022, the amount available under this revolving credit facility was reduced by certain letters of credit outstanding, which amounted to ~~$4.7~~$4.4 million. Under the credit agreement, CRA must comply with various financial and non-financial covenants. Compliance with these financial covenants is ~~tested~~reviewed on a fiscal quarterly basis. As of April ~~3, 2021,~~2, 2022, CRA was in compliance with the covenants of its credit agreement.

~~10.~~11. Commitments and Contingencies

As described in the previous note, CRA is party to standby letters of credit with its bank in support of minimum future lease payments under certain operating leases for ~~permanent~~ office space.

CRA is subject to legal actions arising in the ordinary course of business. In management’s opinion, based on current knowledge, CRA believes it has adequate legal defenses or insurance coverage, or both, 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. However, the outcome of such legal actions is inherently unpredictable and subject to inherent uncertainties.

~~11. Self-Tender Offer~~

On March 8, 2021, CRA commenced a modified "Dutch auction" self-tender offer to purchase up to $25.0 million in value of shares of its common stock at a price of not less than $66.25 per share nor greater than $76.00 per share. The self-tender offer expired on April 5, 2021. On April 8, 2021, CRA paid $25.0 million to repurchase 337,837 shares at a purchase price of $74.00 per share. The purchase price and transaction costs were funded from the revolving credit facility and cash on hand. The repurchased shares were retired.

~~Table of Contents~~

~~CRA INTERNATIONAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

12. Subsequent Events

On May ~~6, 2021,~~5, 2022, CRA announced that its Board of Directors declared a quarterly cash dividend of ~~$0.26~~$0.31 per common share, payable on June ~~11, 2021~~10, 2022 to shareholders of record as of May ~~25, 2021.~~31, 2022.

1617

Table of Contents

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.~~("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 Estimates

Our critical accounting policies involving the more significant estimates and judgments used in the preparation of our financial statements as of April ~~3, 2021~~2, 2022 remain unchanged from January ~~2, 2021.~~1, 2022, except for the accounting policies related to business combinations as described below. Please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended January ~~2, 2021,~~1, 2022, filed with the ~~Securities and Exchange Commission~~SEC on March ~~4, 2021,~~3, 2022 (the "2021 Form 10-K") for details on these critical accounting policies.

Business Combinations. We account for business acquisitions using the acquisition method of accounting, which requires assets acquired and liabilities assumed to be measured and recorded at their estimated fair values as of the acquisition date, with certain exceptions. Right-of-use assets and lease liabilities are recorded on the date of acquisition in accordance with ASC Topic 842, Leases. In addition, contract assets and contract liabilities are recorded in accordance with ASC 606, as we adopted Accounting Standards Update No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers on the first day of fiscal 2022. All other tangible assets and identifiable intangible assets acquired and liabilities assumed are recorded at their fair value as of the date of acquisition.

The purchase price is determined as the fair value of consideration transferred. Goodwill is recognized for the excess of consideration transferred over the net value of assets acquired and liabilities assumed. Intangible assets that are separate from goodwill and have determinable useful lives are valued separately. Fair value measurements require extensive use of estimates and assumptions, including estimates of future cash flows to be generated by the acquired assets, discount rates that we believe reflect the risk factors associated with the related cash flows, and estimates of useful lives. The useful lives of identifiable intangible assets acquired in a business acquisition are estimated based on the expected period that we will receive substantially all of the projected future benefits from the intangible asset.

Recent Accounting Standards

Please refer to the sections captioned “Recent Accounting ~~Standards Adopted”~~Standards” included in Note 1, “Summary of Significant Accounting Policies” in Part I, Item I, “Financial Statements” of this report.

Results of Operations—For the Fiscal Quarter Ended April ~~3, 2021,~~2, 2022, Compared to the Fiscal Quarter Ended ~~March 28, 2020~~April 3, 2021

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

Fiscal Quarter
Ended
April 3,
2021 March 28,
2020
Revenues 100.0 % 100.0 %
Costs of services (exclusive of depreciation and amortization) 71.9 72.1
Selling, general and administrative expenses 15.8 19.1
Depreciation and amortization 2.3 2.3
Income from operations 10.0 6.4
Interest expense, net (0.1) (0.3)
Foreign currency gains (losses), net (0.4) 1.1
Income before provision for income taxes 9.5 7.3
Provision for income taxes 2.3 2.1
Net income 7.2 % 5.1 %

1718

Table of Contents


	Fiscal Quarter Ended
	April 2, 2022		April 3, 2021
Revenues	100.0	%	100.0	%
Costs of services (exclusive of depreciation and amortization)	70.1		71.9
Selling, general and administrative expenses	17.4		15.8
Depreciation and amortization	2.0		2.3
Income from operations	10.5		10.0
Interest expense, net	(0.1)		(0.1)
Foreign currency gains (losses), net	0.1		(0.4)
Income before provision for income taxes	10.5		9.5
Provision for income taxes	2.8		2.3
Net income	7.7	%	7.2	%

Fiscal Quarter Ended April ~~3, 2021,~~2, 2022, Compared to the Fiscal Quarter Ended ~~March 28, 2020~~April 3, 2021

Revenues. Revenues increased by ~~$20.3~~$1.9 million, or ~~16.1%~~1.3%, to $148.4 million for the first quarter of fiscal 2022 from $146.5 million for the first quarter of fiscal ~~2021 from $126.2 million~~2021. Utilization decreased to 74% for the first quarter of fiscal 2020. The increase in net revenue was a result of an increase in gross revenues of $22.1 million as compared to the first quarter of fiscal 2020, partially offset by an increase in write-offs and reserves of $1.8 million compared to the first quarter of fiscal 2020. Utilization increased to2022 from 76% for the first quarter of fiscal 2021, ~~from 71% for the first quarter of fiscal 2020,~~ while consultant headcount grew ~~4.8%~~4.9% from ~~799 at the end of the first quarter of fiscal 2020 to~~ 837 at the end of the first quarter of fiscal ~~2021.~~2021 to 878 at the end of the first quarter of fiscal 2022. The primary driver of consultant headcount growth was the addition of 37 consultants resulting from the acquisition of Welch Consulting, Ltd. (“Welch Consulting”).

Overall, revenues outside of the U.S. represented approximately 21% and 20% of net revenues for the first quarters of fiscal 2022 and fiscal 2021, respectively. Revenues derived from fixed-price projects decreased to 19% of net revenues for the first quarter of fiscal ~~2021 and fiscal 2020. Revenues derived from fixed-price projects remained at~~2022 compared with 23% of ~~total revenues~~net revenue for the first quarter of fiscal ~~2021 compared with the first quarter of fiscal 2020.~~2021. The percentage of revenue derived from fixed-price projects depends largely on the proportion of our revenues derived from our management consulting business, which typically has a higher concentration of fixed-price service contracts.

Costs of Services (exclusive of depreciation and amortization). Costs of services (exclusive of depreciation and amortization) ~~increased~~decreased by ~~$14.4~~$1.3 million, or ~~15.8%~~1.2%, to $104.1 million for the first quarter of fiscal 2022 from $105.4 million for the first quarter of fiscal ~~2021 from $91.0 million for the first quarter of fiscal 2020.~~2021. The ~~increase~~decrease in costs of services was due primarily to ~~an increase of $4.5 million~~a decrease in employee compensation and fringe benefit costs ~~attributable to our increased consultant headcount, an increase~~of $0.5 million, a decrease in ~~incentive~~ the valuation expense of the contingent consideration of $0.4 million, a decrease in client reimbursable expenses of $0.3 million,and ~~retention compensation costs of $8.9 million, and an increase~~a decrease in forgivable loan amortization of ~~$0.9~~$0.1 million. ~~Additionally, client reimbursable expenses increased by $0.1 million in the first quarter of fiscal 2021 compared to the first quarter of fiscal 2020.~~ As a percentage of revenues, costs of services (exclusive of depreciation and amortization) decreased to 70.1% for the first quarter of fiscal 2022 from 71.9% for the first quarter of fiscal ~~2021 from 72.1% for the first quarter of fiscal 2020.~~2021.

Selling, General and Administrative Expenses. Selling, general and administrative expenses ~~decreased~~increased by ~~$0.9~~$2.6 million, or ~~3.8%~~11.3%, to $25.8 million for the first quarter of fiscal 2022 from $23.2 million for the first quarter of fiscal ~~2021 from $24.1 million for the first quarter of fiscal 2020.~~2021. Within this category of expenses, there was a $1.3 million decrease in travel and entertainment, a $0.6 million decrease in legal and other professional services fees, a $0.4 million decrease in rent expense, and a $0.2 million decrease in training and marketing expenses. Partially offsetting the decrease in these expenses was a $1.0$0.7 million increase in commissions to our non-employee experts, a ~~$0.3 million increase in software subscription and data services, and a $0.3~~$1.0 million increase in employee compensation and ~~incentive compensation~~fringe benefit costs, a $0.4 million increase in travel and entertainment, and a $0.6 million increase in miscellaneous and other costs. Partially offsetting the increase in these expenses was a $0.1 million decrease in bad debt expense for the first quarter of fiscal ~~2021~~2022 as compared to the first quarter of fiscal ~~2020.~~2021.

As a percentage of revenues, selling, general and administrative expenses ~~decreased~~increased to 17.4% for the first quarter of fiscal 2022 from 15.8% for the first quarter of fiscal ~~2021 from 19.1%~~2021. Commissions to our non-employee experts increased to 3.0% of revenues for the first quarter of fiscal ~~2020. Commissions to our non-employee experts increased~~2022 compared to 2.6% of revenues for the first quarter of fiscal ~~2021 compared to 2.2% of revenues for the first quarter of fiscal 2020.~~2021.

Provision for Income Taxes. The income tax provision was ~~$3.4~~$4.1 million and the effective tax rate ("ETR") was 26.4% for the first quarter of fiscal 2022 compared to $3.4 million and 24.4% for the first quarter of fiscal ~~2021 compared to $2.7 million and 29.4%~~2021. The ETR for the first quarter of fiscal ~~2020.~~2022 was higher than the first quarter of fiscal 2021 due to a decrease in the tax benefit related to share-based compensation, the establishment of a valuation allowance in a foreign jurisdiction, and higher state taxes and nondeductible compensation paid to executive officers. The ETR for the first quarter of fiscal 2022 was approximately the same as the combined federal and state statutory tax rate and included offsetting items primarily related to the tax benefit for share-based compensation and nondeductible compensation paid to executive officers. The ETR for the first quarter of fiscal 2021 was ~~lower than the prior year primarily due to an increase in the tax benefit related to the accounting for stock-based compensation as well as the impact~~

Table of higher pre-tax earnings, which diluted the permanent unfavorable differences, primarily related to the impact of the deductibility of compensation paid to executive officers, with respect to the full-year estimated ETR. The effective tax rate for the first quarter of fiscal 2021 was Contents

lower than the combined federal and state statutory tax rate due to the tax benefit related to ~~the accounting for stock-based~~share-based compensation, partially offset by ~~non-deductible~~nondeductible items resulting primarily from limitations of compensation paid to executive officers. The effective tax rate for the first quarter of fiscal 2020 was higher than the combined federal and state statutory tax rate primarily due to non-deductible items resulting from limitations on the deductibility of compensation paid to executive ~~officers and the deductibility of meals and entertainment.~~officers.

Net Income. Net income increased by ~~$4.0~~$0.9 million to $11.4 million for the first quarter of fiscal 2022 from $10.5 million for the first quarter of fiscal ~~2021 from $6.5 million for the first quarter of fiscal 2020.~~2021. The net income per diluted share was ~~$1.34~~$1.52 per share for the first quarter of fiscal ~~2021,~~2022, compared to ~~$0.80~~$1.34 of net income per diluted share for the first quarter of fiscal ~~2020.~~2021. Weighted average diluted shares outstanding decreased by approximately ~~206,000~~328,000 shares to approximately 7,503,000 shares for the first quarter of fiscal 2022 from approximately 7,831,000 shares for the first quarter of fiscal ~~2021 from approximately 8,037,000 shares for the first quarter of fiscal 2020.~~2021. The decrease in weighted average diluted shares outstanding was primarily due to the repurchase of shares of our common stock since ~~March 28, 2020,~~April 3, 2021, offset in part by the vesting of shares of restricted stock and time-vesting restricted stock units ~~the issuance of common stock for contingent consideration,~~ and the exercise of stock options since ~~March 28, 2020.~~April 3, 2021.

~~Table of Contents~~

Liquidity and Capital Resources

Fiscal Quarter Ended April ~~3, 2021~~2, 2022

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

General. During the fiscal quarter ended April ~~3, 2021,~~2, 2022, cash ~~and cash equivalents~~ decreased by ~~$14.0~~$22.4 million. We completed the period with cash ~~and cash equivalents~~ of ~~$31.6~~$43.7 million. The principal drivers of the reduction of cash were payment of a significant portion of our fiscal ~~2020~~2021 performance bonuses in ~~this~~the first quarter of fiscal ~~quarter,~~2022, the ~~payment~~consideration paid for the acquisition of ~~the contingent consideration liability,~~Welch Consulting, the repurchase of shares, and the payment of dividends, offset by net borrowings of ~~$40.0~~$60.0 million.

During the fiscal quarter ended April ~~3, 2021,~~2, 2022, working capital (defined as current assets less current liabilities) ~~increased~~decreased by ~~$7.6~~$3.1 million to ~~$27.4~~$33.2 million. The ~~increase~~decrease in working capital was principally due to a decrease in ~~accrued expenses~~cash of ~~$35.6~~$22.4 million ~~mostly due to the payment of our fiscal 2020 performance bonuses offset by fiscal 2021 performance bonus accruals~~ and ~~their related taxes. The~~an increase in borrowings of $60.0 million. Partially offsetting these decreases to working capital was ~~also due to increases~~an increase in accounts receivable and unbilled services of ~~$3.2~~$11.6 million, an increase in the current portion of our forgivable loans of $2.3 million, a decrease in accounts payable of $3.3 million, a decrease in accrued expenses of $52.7 million, a decrease in deferred revenue and other liabilities of $4.0 million, and a decrease in the current portion of deferred compensation of $19.7 million primarily related to the payment of the contingent consideration and payment of cash awards for our long-term incentive program. Partially offsetting these increases in working capital was a decrease in cash and cash equivalents of $14.0 million and an increase in borrowings of $40.0$4.9 million.

At April ~~3, 2021, $9.9~~2, 2022, $15.2 million of our cash ~~and cash equivalents~~ was held within the U.S. We have sufficient sources of liquidity in the U.S., including cash flow from operations and availability on our revolving credit facility through maturity to fund U.S. operations for the next 12 months without the need to repatriate funds from our foreign subsidiaries.

Sources and Uses of Cash. During the fiscal quarter ended April ~~3, 2021,~~2, 2022, net cash used in operating activities was ~~$39.8~~$61.8 million. Net income was ~~$10.5~~$11.4 million for the fiscal quarter ended April 3, 2021. The primary factor in cash used in operations was the decrease in accounts payable, accrued expenses, and other liabilities of $52.9 million, due primarily to the payment of a significant portion of our fiscal 2020 performance bonuses and performance awards and the payment of the contingent consideration liability. Other uses2, 2022. Uses of cash for operating activities included a ~~$3.8~~$4.0 million decrease in lease liabilities, a net increase of ~~$3.1~~$7.1 million in accounts receivable and unbilled receivables due primarily to the increase in revenues and the timing of billings, and a ~~$2.7~~$1.1 million increase in prepaid expenses and other current ~~assets. The~~assets primarily related to the timing of renewing annual subscriptions. Other uses of cash included a decrease in accounts payable, accrued expenses, and other liabilities of $66.5 million, primarily due to the payment of a significant portion of our fiscal 2021 performance bonuses and performance awards, and an increase in forgivable loans for the period of ~~$4.1~~$3.4 million, which was primarily driven by ~~$2.2~~$8.8 million of forgivable loan issuances offset by ~~$6.3~~$5.4 million of forgivable loan amortization.

Cash used in operations included incentive cash award expense of ~~$1.7~~$1.8 million, non-cash depreciation and amortization expense of ~~$3.3~~$3.0 million, right-of-use amortization of ~~$3.2~~$3.4 million, share-based compensation expenses of ~~$0.8~~$1.0 million, and other non-cash ~~expenses~~deductions of ~~$0.9~~$0.3 million.

During the fiscal quarter ended April ~~3, 2021,~~2, 2022, net cash used in investing activities was ~~$0.7~~$12.0 million, which included $10.6 million of consideration paid for the acquisition of Welch Consulting and $1.4 million for capital expenditures, primarily related to ~~the~~ purchases of office equipment.

During the fiscal quarter ended April ~~3, 2021,~~2, 2022, net cash provided by financing activities was ~~$26.5~~$52.0 million, primarily as a result of borrowings ~~net of repayments,~~ under the revolving credit facility of ~~$40.0~~$60.0 million and ~~$1.1~~$0.3 million received upon the issuance of shares of common stock related to the exercise of stock options. Offsetting these increases in cash provided by financing activities were ~~the~~$5.0 million of repurchases of common stock, payment of $2.4 million of cash for dividends and dividend equivalents, and tax withholding payments reimbursed by restricted shares on vesting of ~~$0.6 million, payment~~$0.9 million.

Table of $2.1 million of cash dividends to shareholders, $9.6 million of repurchases of common stock, and a portion of the payment of the contingent consideration classified as a financing activity in the amount of $2.4 million.Contents

Lease Commitments

We are a lessee under certain operating leases for office space and equipment. Certain of our operating leases have terms that impose asset retirement obligations due to office modifications or the periodic redecoration of the premises, which are included in ~~facility-related~~other liabilities on our consolidated balance sheets and are recorded at a value based on their estimated discounted cash flows. We expect to satisfy these lease and related obligations, as they become due, from cash generated from operations.

~~Table~~Certain of ~~Contents~~

our operating leases have terms that impose asset retirement obligations due to office modifications or the periodic redecoration of the premises, which are included in other liabilities on our consolidated balance sheets and are recorded at a value based on their estimated discounted cash flows. We do not expect to incur asset retirement obligation or redecoration obligation costs over the next twelve months. The remainder of our asset retirement obligations and redecoration obligations are approximately $2.8 million and are expected to be paid between fiscal 2026 and fiscal 2031 when the underlying leases terminate. We expect to satisfy these lease and related obligations as they become due from cash generated from operations.

Indebtedness

We are party to ~~an amended and restated credit agreement that provides us with~~ a $175.0 million revolving credit facility ~~which reflects an increase to the capacity by $50.0 million per an amendment to the credit agreement on January 12, 2021, and~~that includes a $15.0 million sublimit for the issuance of letters of credit. We may use the proceeds of the revolving credit facility ~~to provide~~for working capital and for other general corporate purposes. Generally, we may repay ~~any~~ borrowings under the revolving credit facility at any time, but we must repay all borrowings no later than October 24, ~~2022.~~2022, the maturity date. There was ~~$40.0~~$60.0 million in borrowings outstanding under the revolving credit facility as of April ~~3, 2021.~~2, 2022.

The amount available under ~~the~~this revolving credit facility iswas reduced by ~~certain~~$4.4 million of letters of credit outstanding ~~which amounted to $4.7 million~~ as of April ~~3, 2021.~~2, 2022. Borrowings under the revolving credit facility bear interest at a rate per annum, at our election, of either (i) the ~~adjusted base rate,~~Base Rate, as defined in the credit agreement, plus an applicable margin, which varies between 0.25% and 1.25% depending on our total leverage ratio as determined under the credit agreement, or (ii) the ~~adjusted eurocurrency rate,~~Adjusted Eurocurrency Rate, as defined in the credit agreement, plus an applicable margin, which varies between 1.25% and 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 0.20% and 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 ~~$29.8~~$35.2 million in net assets as of April ~~3, 2021.~~2, 2022.

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~~Adjusted Consolidated EBITDA, as defined in the credit agreement, to consolidated interest expense ratio of more than 2.5:1.0 and to comply with a consolidated debt to ~~adjusted consolidated~~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. At April ~~3, 2021~~2, 2022 and currently, we are in compliance with all such tests under the ~~covenants of our~~ credit agreement.

Forgivable Loans

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 by key person life insurance. The forgivable loans have terms that are generally between ~~one~~two and ~~eight~~six 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.

Compensation Arrangements

We have entered into compensation arrangements for the payment of performance awards to certain of our employees and non-employee experts that are payable if specific performance targets are met. The financial targets may include a measure of revenue generation, profitability, or both. The amounts of the awards to be paid under these compensation arrangements could fluctuate depending on future performance during the applicable measurement periods. ~~Increases~~Changes in the estimated awards are expensed prospectively over the remaining service period. ~~Decreases in estimated awards are recorded in the period incurred~~ We believe that we will have sufficient funds to satisfy any cash

Table of Contents

obligations related to the performance awards. We expect to fund any cash payments from existing cash resources, cash generated from operations, or borrowings on our revolving credit facility.

Our Amended and Restated 2006 Equity Incentive Plan, as amended (the "2006 Equity Plan"), authorizes the grant of a variety of incentive and performance equity awards to our directors, employees and non-employee experts, including stock options, shares of restricted stock, restricted stock units, and other equity awards.

In 2009, the compensation committee of our Board of Directors adopted our long-term incentive program, or "LTIP," as a framework for equity grants made under our 2006 equity incentive plan to our senior corporate leaders, practice leaders, and key revenue generators. The equity awards granted under the LTIP include stock options, time-vesting restricted stock units, and performance-vesting restricted stock units.

In December 2016, our compensation committee modified the long-term incentive program, or "LTIP," to allow grants of service- and performance-based cash awards in lieu of, or in addition to, equity awards to our senior corporate leaders, practice leaders, and key revenue generators. The compensation committee of our Board of Directors is responsible for

~~Table of Contents~~

approving all cash and equity awards under the LTIP. We expect to fund any cash payments from existing cash resources, cash generated from operations, or borrowings on our revolving credit facility.

Business and Talent Acquisitions

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 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 credit agreement, will depend on several factors, including our future profitability, the levels of our debt and equity, restrictions under our existing revolving credit facility, and the overall credit and equity market environments. We completed a business acquisition during the fiscal quarter ended April 2, 2022, which is further described in Note 2, "Business Acquisition” in Part I, Item I, “Financial Statements” of this report.

Share Repurchases

In February ~~2021,~~2022, our Board of Directors authorized an expansion of our existing share repurchase program, authorizing the purchase of an additional ~~$40.0~~$20.0 million of our common stock. We may repurchase shares under this program in open market purchases (including through 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 fiscal quarter ended April 2, 2022, we repurchased and retired 56,665 shares under our share repurchase program at an average price per share of $87.46. During the fiscal quarter ended April 3, 2021, we repurchased and retired 166,552 shares under our share repurchase program at an average price per share of $57.93. ~~During the fiscal quarter ended March 28, 2020, we repurchased and retired 82,613 shares under our share repurchase program at an average price per share of $46.15.~~ As of April ~~3, 2021,~~2, 2022, we had approximately ~~$40.5~~$45.5 million available for future repurchases under our share repurchase program. We plan to finance future repurchases with available cash, cash from future operations, and funds from our revolving credit facility. We expect to continue to repurchase shares under our share repurchase program.

~~Self-Tender Offer~~

Dividends to Shareholders

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, timing and amounts of any such dividends remain subject to the discretion of our Board of Directors. During the fiscal ~~quarters~~quarter ended April 2, 2022, we paid dividends and dividend equivalents of $2.4 million. During the fiscal quarter ended April 3, 2021, ~~and March 28, 2020,~~ we paid dividends and dividend equivalents of $2.1 ~~million and $1.8 million, respectively.~~million.

Impact of Inflation

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.

Future Capital and Liquidity Needs

Table of Contents

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

•operating and general corporate expenses relating to the operation of our business, including the compensation of our employees under various annual bonus or long-term incentive compensation programs;

•the hiring of individuals to replenish and expand our employee base;

•capital expenditures, primarily for information technology equipment, office furniture and leasehold improvements;

•debt service and repayments, including interest payments on borrowings ~~under~~from our revolving credit ~~facility;~~facility and any principal due at maturity in October 2022;

•share repurchases under programs that we may have in effect from time to time;

~~Table of Contents~~

•dividends to shareholders;

•potential acquisitions of businesses that would allow us to diversify or expand our service offerings;

•potential contingent obligations related to our acquisitions; and

•other known future contractual obligations.

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~~from our revolving credit facility through maturity (as necessary), will provide adequate cash to fund our long-term cash needs from normal operations for at least the next twelve 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, ~~over the next twelve months,~~ if necessary, is subject to a variety of factors that we cannot predict with certainty, including:

•our future profitability;

•the quality of our accounts receivable;

•our relative levels of debt and equity;

•the volatility and overall condition of the capital markets; and

•the market prices of our securities.

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 below under the heading “Risk Factors” and included in Part I, Item 1A, “Risk Factors” of our ~~Annual Report on~~2021 Form ~~10-K for the fiscal year ended January 2, 2021, filed with the Securities and Exchange Commission on March 4, 2021.~~10-K. 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 Part II, Item 7A, "Quantitative and Qualitative Disclosures about Market ~~Risk,”~~Risk” of our ~~Annual Report on~~2021 Form ~~10-K for the fiscal year ended January 2, 2021, filed with the Securities and Exchange Commission on March 4, 2021.~~10-K.

Table of Contents

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 report. This is done in order to ensure that information we are required to disclose in the reports that are filed or submitted 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

~~Table of Contents~~

Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of April ~~3, 2021.~~2, 2022.

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 at the end of, and the 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 first quarter of fiscal ~~2021.~~2022. There were no changes in our internal control over financial reporting identified in connection with the above evaluation that occurred during the first quarter of fiscal ~~2021~~2022 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Important Considerations

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

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

None.

ITEM 1A. Risk Factors

There are many risks and uncertainties that can affect our future business, financial performance or results of operations. In addition to the other information set forth in this report, please review and consider the information regarding certain factors that could materially affect our business, financial condition or future results set forth under Part I, Item 1A, “Risk Factors” in our ~~Annual Report on~~2021 Form ~~10-K for the fiscal year ended January 2, 2021, filed with the Securities and Exchange Commission on March 4, 2021.~~10-K. There have been no material changes to these risk factors during the quarter ended April ~~3, 2021.~~2, 2022.

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

(a)On February 25, 2021, we issued 40,039 shares of common stock to certain principals of C1 Consulting, LLC (“C1 Consulting”) as partial consideration for the acquisition of substantially all of the assets of C1 Consulting pursuant to an asset purchase agreement. For the purposes of the acquisition, the agreed upon value of our common stock was $56.19 per share. No underwriters were used in the foregoing transaction. This sale of securities was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder for transactions by an issuer not involving a public offering.Not applicable.

(b)Not applicable.

(c)The following provides information about our repurchases of shares of our common stock during the fiscal quarter ended April ~~3, 2021.~~2, 2022. 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 first quarter of fiscal ~~2020.~~2022.

2324

Table of Contents

Issuer Purchases of Equity Securities

Period (a)
Total Number of
Shares
Purchased(1)(2) (b)
Average Price
Paid per Share(1)(2) (c)
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs(2) (d)
Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet
Be Purchased
Under the Plans
or Programs(2)
January 3, 2021 to January 30, 2021 73,062 $ 57.60 73,062 $ 5,924,092
January 31, 2021 to February 27, 2021 72,619 $ 56.85 67,965 $ 42,058,408
February 28, 2021 to April 3, 2021 30,766 $ 61.74 25,525 $ 40,484,285


Period	(a) Total Number of Shares Purchased(1)(2)	(b) Average Price Paid per Share(1)(2)		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2)
January 2, 2022 to January 29, 2022	—	$	—	—	$	30,484,426
January 30, 2022 to February 26, 2022	4,197	$	86.80	—	$	50,484,426
February 27, 2022 to April 2, 2022	62,631	$	87.64	56,665	$	45,528,383

(1)During the four weeks ended February ~~27, 2021,~~26, 2022, we accepted ~~4,654~~4,197 shares of our common stock as a tax withholding from certain of our employees in connection with the vesting of shares of restricted stock that occurred during the indicated period, pursuant to the terms of our 2006 equity incentive plan, at the average price of ~~$56.44.~~$86.80. During the five weeks ended April ~~3, 2021,~~2, 2022, we accepted ~~5,241~~5,966 shares of our common stock as a tax withholding from certain of our employees in connection with the vesting of shares of restricted stock and restricted stock units that occurred during the indicated period, pursuant to the terms of our 2006 equity incentive plan, at the average price per share of ~~$62.07.~~$89.29.

(2)On February ~~4, 2021~~7, 2022 our Board of Directors authorized an expansion to our existing share repurchase program of an additional ~~$40.0~~$20.0 million of outstanding shares of our common stock. We may repurchase shares under this program in open market purchases (including through 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~~five weeks ended ~~January 30, 2021,~~April 2, 2022, we repurchased and retired ~~73,062~~56,665 shares under this program at an average price per share of $57.60. During the four weeks ended February 27, 2021, we repurchased and retired 67,965 shares under this program at an average price per share of $56.88. During the five weeks ended April 3, 2021, we repurchased and retired 25,525 shares under this program at an average price per share of $61.67.$87.46. Approximately ~~$40.5~~$45.5 million was available for future repurchases under this program as of April ~~3, 2021.~~2, 2022. We expect to continue to repurchase shares under this program.

On March 8, 2021, we commenced a modified "Dutch auction" self-tender offer to purchase up to $25.0 million in value of shares of our common stock at a price of not less than $66.25 per share nor greater than $76.00 per share. The self-tender offer expired on April 5, 2021. On April 8, 2021, we paid $25.0 million to repurchase 337,837 shares at a purchase price of $74.00 per share. The purchase price and transaction costs were funded from the revolving credit facility and cash on hand. The repurchased shares were retired. Because the shares were repurchased on April 8, 2021, after the conclusion of the fiscal quarter reported pursuant to this Quarterly Report on Form 10-Q, such shares are not reflected in the Issuer Purchase of Equity Securities table above.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

None.

ITEM 5. Other Information

None.

2425

Table of Contents

ITEM 6. ~~EXHIBIT INDEX~~Exhibits

Item No.

Filed with this Form 10-Q

Description

3.1

Amended and Restated Articles of Organization, as amended by the Articles of Amendment to our Articles of Organization filed on May 6, 2005 (incorporated by reference to Exhibit 3.1 to our annual report on Form 10-K filed on February 27, 2020).

3.2

Amended and Restated By-Laws, as amended (incorporated by reference to Exhibit 3.2 to our current report on Form 8-K filed on January 31, 2011).

~~10.1~~31.1

Incremental Amendment to Amended and Restated Credit Agreement, dated as of January 12, 2021, by and among CRA International, Inc., CRA International (UK) Limited, CRA International (Netherlands) B.V., and CRA International Limited, as the Borrowers, Citizens Bank, N.A., as Administrative Agent and a 2021 Incremental Revolving Lender, and Bank of America, N.A., as a 2021 Incremental Revolving Lender ~~(incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on January 14, 2021)~~

~~31.1~~X

Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

The following financial statements from CRA International, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April ~~3, 2021,~~2, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language), as follows: (i) Condensed Consolidated Statements of Operations (unaudited) for the fiscal quarters ended April 2, 2022 and April 3, 2021, ~~and March 28, 2020,~~ (ii) Condensed Consolidated Statements of Comprehensive Income (unaudited) for the fiscal quarters ended April 2, 2022 and April 3, 2021, ~~and March 28, 2020,~~ (iii) Condensed Consolidated Balance Sheets (unaudited) at April ~~3, 2021~~2, 2022 and January ~~2, 2021,~~1, 2022, (iv) Condensed Consolidated Statements of Cash Flows (unaudited) for the fiscal quarters ended April 2, 2022 and April 3, 2021, ~~and March 28, 2020,~~ (v) Condensed Consolidated Statement of Shareholders’ Equity (unaudited) for the fiscal quarters ended April 2, 2022 and April 3, 2021, ~~and March 28, 2020,~~ and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

2526

Table of Contents

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: May ~~6, 2021~~5, 2022	By:	/s/ PAUL A. MALEH
		Paul A. Maleh
		President and Chief Executive Officer

Date: May ~~6, 2021~~5, 2022	By:	/s/ DANIEL K. MAHONEY
		Daniel K. Mahoney
		Chief Financial Officer, Executive Vice President and Treasurer

2627


	January 2, 2021
	Level 1		Level 2		Level 3
Assets:
Money market mutual funds	$	150	$	0	$	0
Total Assets	$	150	$	0	$	0
Liabilities:
Contingent consideration liability	$	0	$	0	$	14,620
Total Liabilities	$	0	$	0	$	14,620


	Fiscal Quarter Ended		Fiscal Year Ended
	April 3, 2021		January 2, 2021
Beginning balance	$	14,620	$	11,579
Remeasurement of acquisition-related contingent consideration	0		1,156
Accretion	380		1,885
Payment of contingent consideration	(15,000)		0
Ending balance	$	0	$	14,620