UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS employer | ||
| of incorporation) | file number) | identification no.) |
| (Address of principal executive offices) | (Zip code) |
| Registrant's telephone number, including area code: | ( |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 7.01 | Regulation FD Disclosure. |
On February 7, 2022, CRA International, Inc. (the “Company”) issued a press release announcing an expansion of its share repurchase program. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information contained in Item 7.01 of this report and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events |
On February 7, 2022, the Company announced that its board of directors authorized a $20 million expansion to its existing share repurchase program.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Number | Title | ||
| 99.1 | Press release of CRA International, Inc. dated February 7, 2022 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CRA INTERNATIONAL, INC. |
| Dated: February 7, 2022 | By: | /s/ Daniel K. Mahoney |
| Daniel K. Mahoney | ||
| Chief Financial Officer, Executive Vice President and Treasurer |
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Exhibit 99.1
| Contacts: | |
| Daniel Mahoney | Nicholas Manganaro |
| Chief Financial Officer | Sharon Merrill Associates, Inc. |
| Charles River Associates | crai@investorrelations.com |
| 617-425-3505 | 617-542-5300 |
| Charles River Associates (CRA) Increases Share Repurchase Program by $20 Million |
|
BOSTON, February 7, 2022— Charles River Associates (NASDAQ: CRAI), a worldwide leader in providing economic, financial, and management consulting services, today announced that its Board of Directors has authorized a $20 million expansion of its share repurchase program. During the fourth quarter of fiscal 2021, CRA has repurchased $5.0 million of its common stock at an average price per share of $97.38 leaving the company with $30.5 million remaining under its previous share repurchase authorization.
“This additional share repurchase authorization, along with our quarterly dividend, reflects the Board’s confidence in CRA’s business and supports our aim of returning half of adjusted net cash flows from operations to our shareholders,” said Paul Maleh, CRA’s president and chief executive officer. “We remain committed to maximizing long-term value per share through the prudent deployment of capital, including our commitment to return capital to our shareholders while simultaneously investing to grow our business.”
CRA may repurchase shares in the open market or in privately negotiated transactions in accordance with applicable insider trading and other securities laws and regulations. The timing, amount and extent to which CRA repurchases shares will depend upon market conditions and other factors it may consider in its sole discretion.
About Charles River Associates (CRA)
Charles River Associates® is a leading global consulting firm specializing in economic, financial, and management consulting services. CRA advises clients on economic and financial matters pertaining to litigation and regulatory proceedings, and guides corporations through critical business strategy and performance-related issues. Since 1965, clients have engaged CRA for its unique combination of functional expertise and industry knowledge, and for its objective solutions to complex problems. Headquartered in Boston, CRA has offices throughout the world. Detailed information about Charles River Associates, a registered trade name of CRA International, Inc., is available at www.crai.com. Follow us on LinkedIn, Twitter, and Facebook. |
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Non-GAAP Financial Measures
Adjusted net cash flows from operations is a financial measure used by CRA that is not calculated in accordance with U.S. generally accepted accounting principles or GAAP. Non-GAAP adjusted net cash flows from operations is calculated by adding back forgivable loan issuances, net of repayments, and other non-recurring cash items to GAAP net cash provided by (used in) operating activities.
SAFE HARBOR STATEMENT
Statements in this press release concerning our future business, operating results and financial condition, including those concerning our expectations regarding the return of capital to shareholders, the payment of any future quarterly dividends and the level and extent of any purchases under our share repurchase program, and statements using the terms “committed,” “aim,” “expect,” or similar expressions, are “forward-looking” statements as defined in Section 21 of the Exchange Act. These statements are based upon our current expectations and various underlying assumptions. Although we believe there is a reasonable basis for these statements and assumptions, and these statements are expressed in good faith, these statements are subject to a number of additional factors and uncertainties. Our actual performance and results may differ materially from the performance and results contained in or implied by the forward-looking statements made herein, due to many important factors. These factors include, but are not limited to, the possibility that the demand for our services may decline as a result of changes in general and industry specific economic conditions; the timing of engagements for our services; the effects of competitive services and pricing; our ability to attract and retain key employee or non-employee experts; the inability to integrate and utilize existing consultants and personnel; the decline or reduction in project work or activity; global economic conditions including less stable political and economic environments; the impact of the COVID-19 pandemic; foreign currency exchange rate fluctuations; unanticipated expenses and liabilities; risks inherent in international operations; changes in tax law or accounting standards, rules, and regulations; our ability to collect on forgivable loans should any become due; and professional and other legal liability or settlements. Additional risks and uncertainties are discussed in our periodic filings with the Securities and Exchange Commission under the heading “Risk Factors.” The inclusion of such forward-looking information should not be regarded as our representation that the future events, plans, or expectations contemplated will be achieved. Except as may be required by law, we undertake no obligation to update any forward-looking statements after the date of this press release, and we do not intend to do so.
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Cover |
Feb. 07, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Feb. 07, 2022 |
| Entity File Number | 000-24049 |
| Entity Registrant Name | CRA INTERNATIONAL, INC. |
| Entity Central Index Key | 0001053706 |
| Entity Tax Identification Number | 04-2372210 |
| Entity Incorporation, State or Country Code | MA |
| Entity Address, Address Line One | 200 Clarendon Street |
| Entity Address, City or Town | Boston |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02116 |
| City Area Code | 617 |
| Local Phone Number | 425-3000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, no par value |
| Trading Symbol | CRAI |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |