Revenues Costs of services (exclusive of depreciation and amortization) Selling, general and administrative expenses Depreciation and amortization Income from operations Interest expense, net Foreign currency gains (losses), net Income before provision for income taxes Provision for income taxes Net income Net income per share: Basic Diluted Weighted average number of shares outstanding: Basic Diluted See accompanying notes to the condensed consolidated financial statements. Net income Other comprehensive income (loss) Foreign currency translation adjustments Comprehensive income See accompanying notes to the condensed consolidated financial statements. ASSETS Current assets: Cash and cash equivalents Accounts receivable, net of allowances of $4,046 at March 28, 2020 and $3,838 at December 28, 2019 Unbilled services, net of allowances of $1,422 at March 28, 2020 and $1,503 at December 28, 2019 Prepaid expenses and other current assets Forgivable loans Total current assets Property and equipment, net Goodwill Intangible assets, net Right-of-use assets Deferred income taxes Forgivable loans, net of current portion Other assets Total assets LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable Accrued expenses Deferred revenue and other liabilities Current portion of lease liabilities Current portion of deferred compensation Revolving line of credit Total current liabilities Non-current liabilities: Deferred compensation and other non-current liabilities Facility-related non-current liabilities Non-current portion of lease liabilities Deferred income taxes Total non-current liabilities Commitments and contingencies (Note 10) Shareholders' equity: Preferred stock, no par value; 1,000,000 shares authorized; none issued and outstanding Common stock, no par value; 25,000,000 shares authorized; 7,756,425 and 7,814,797 shares issued and outstanding at March 28, 2020 and December 28, 2019, respectively Retained earnings Accumulated other comprehensive loss Total shareholders' equity Total liabilities and shareholders' equity See accompanying notes to the condensed consolidated financial statements. OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization Facility-related liabilities Right-of-use asset amortization Deferred income taxes Share-based compensation expenses Accounts receivable allowances Unrealized foreign currency remeasurement gains, net Changes in operating assets and liabilities: Accounts receivable Unbilled services, net Prepaid expenses and other current assets, and other assets Forgivable loans Incentive cash awards Accounts payable, accrued expenses, and other liabilities Lease liabilities Net cash used in operating activities INVESTING ACTIVITIES: Purchase of property and equipment Net cash used in investing activities FINANCING ACTIVITIES: Issuance of common stock, principally stock options exercises Borrowings under revolving line of credit Tax withholding payments reimbursed by shares Cash paid on dividend equivalents Cash dividends paid to shareholders Repurchase of common stock Net cash provided by financing activities Effect of foreign exchange rates on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Noncash investing and financing activities: Purchases of property and equipment not yet paid for Asset retirement obligations Right-of-use assets obtained in exchange for lease obligations Right-of-use assets related to the adoption of ASC 842 Lease liabilities related to the adoption of ASC 842 Supplemental cash flow information: Cash paid for taxes Cash paid for interest Cash paid for amounts included in operating lease liabilities See accompanying notes to the condensed consolidated financial statements. BALANCE AT DECEMBER 28, 2019 Balance at December 29, 2019, as previously reported Cumulative effect of a change in accounting principle related to ASC 326 Balance at December 29, 2019, as adjusted Net income Foreign currency translation adjustment Exercise of stock options Share-based compensation expense Restricted shares vestings Redemption of vested employee restricted shares for tax withholding Shares repurchased Accrued dividends on unvested shares Cash paid on dividend equivalents Cash dividends paid to shareholders BALANCE AT MARCH 28, 2020 See accompanying notes to the condensed consolidated financial statements. BALANCE AT DECEMBER 29, 2018 Net income Foreign currency translation adjustment Exercise of stock options Share-based compensation expense Restricted shares vestings Redemption of vested employee restricted shares for tax withholding Shares repurchased Accrued dividends on unvested shares Cash paid on dividend equivalents Cash dividends paid to shareholders BALANCE AT MARCH 30, 2019 estimates if Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Assets: Money market mutual funds Total Assets Liabilities: Contingent consideration liability Total Liabilities Assets: Money market mutual funds Total Assets Liabilities: Contingent consideration liability Total Liabilities Beginning balance Remeasurement of acquisition-related contingent consideration Accretion Ending balance Consulting services revenues Fixed Price Time-and-materials Total Consulting services revenues United States United Kingdom Other Total Reserves for Variable Consideration and Credit Risk make required payments. CRA adopted ASU No. 2016-13, Additions to reserves for variable consideration Beginning balance Cumulative effect of a change in accounting principle related to ASC 326 Bad debt expense Amounts written off Ending balance Reimbursable Expenses reimbursable expenses. CRA recovers substantially all of these costs. The following expenses are subject to reimbursement (in thousands): Reimbursable expenses Contract Balances from Contracts with Customers The following table presents the Balance at the beginning of the period Balance at the end of the period Amounts included in contract liabilities at the beginning of the period Performance obligations satisfied in previous periods (continued) Beginning balance Advances Repayments Reclassification from accrued expenses / to other assets Amortization Effects of foreign currency translation Ending balance Current portion of forgivable loans Non-current portion of forgivable loans 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, Balance at December 28, 2019 Goodwill Accumulated goodwill impairment Goodwill, net at December 28, 2019 Foreign currency translation adjustment and other(1) Balance at March 28, 2020 Goodwill Accumulated goodwill impairment Goodwill, net at March 28, 2020 January 2, 2021. Non-competition agreements Customer relationships Total cost Accumulated amortization Total intangible assets, net Compensation and related expenses Income taxes payable Commissions due to senior consultants Other professional fees Direct project accruals Accrued leasehold improvements Other Total As of quarters ended April 3, 2021 and March 28, 2020. Net income, as reported Less: net income attributable to participating shares Net income available to common shareholders The following table presents a reconciliation of basic to diluted weighted average shares of common stock outstanding (in thousands): Basic weighted average shares outstanding Dilutive stock options and restricted stock units Diluted weighted average shares outstanding For the fiscal As of 28, 2020 Revenues Costs of services (exclusive of depreciation and amortization) Selling, general and administrative expenses Depreciation and amortization Income from operations Interest expense, net Foreign currency gains (losses), net Income before provision for income taxes Provision for income taxes Net income 28, 2020 2021. Costs of Services (exclusive of depreciation and amortization). Costs of services (exclusive of depreciation and amortization) increased by 2020. $40.0 million. months without the need to repatriate funds from our foreign subsidiaries. other non-cash expenses of $0.9 million. equipment. stock, and a portion of the payment of the contingent consideration classified as a financing activity in the amount of $2.4 million. The amount available under April 3, 2021. At April 3, 2021 and currently, we are in compliance with the covenants of our credit agreement. 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 expect to continue to repurchase shares under our share repurchase program. respectively. fraud or in making all material information known in a timely manner to the appropriate levels of management. (c)The following December 29, 2019 to January 25, 2020 January 26, 2020 to February 22, 2020 February 23, 2020 to March 28, 2020UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-QýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 28, 2020oroTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Massachusetts04-2372210Massachusetts 04-2372210 (State or other jurisdiction of
incorporation or organization)(I.R.S. Employer Identification No.)
02116-5092(Address of principal executive offices) (Zip Code) Registrant'sRegistrant’s telephone number, including area code)Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, no par value CRAI Nasdaq Global Select Market ýx No oýx No o"large“large accelerated filer," "accelerated” “accelerated filer," "smaller” “smaller reporting company,"” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.Large accelerated filer o☐ Accelerated filer ýx Non-accelerated filer o☐ Smaller reporting company o☐ Emerging growth company o☐ o☐ No ýxissuer'sissuer’s classes of common stock, as of the latest practicable date.ClassOutstanding at April 24, 2020Common Stock, no par value per share7,789,227 sharesClass Outstanding at April 30, 2021 Common Stock, no par value per share 7,322,728 shares SignaturesiFiscal Quarter Ended April 3,
2021March 28,
2020Revenues $ 146,518 $ 126,158 Costs of services (exclusive of depreciation and amortization) 105,374 90,997 Selling, general and administrative expenses 23,206 24,123 Depreciation and amortization 3,301 2,943 Income from operations 14,637 8,095 Interest expense, net (199) (362) Foreign currency gains (losses), net (551) 1,422 Income before provision for income taxes 13,887 9,155 Provision for income taxes 3,386 2,687 Net income $ 10,501 $ 6,468 Net income per share: Basic $ 1.37 $ 0.83 Diluted $ 1.34 $ 0.80 Weighted average number of shares outstanding: Basic 7,626 7,805 Diluted 7,831 8,037 Fiscal Quarter Ended March 28,
2020 March 30,
2019 $ 126,158 $ 105,849 90,997 73,635 24,123 22,743 2,943 2,616 8,095 6,855 (362 ) (11 ) 1,422 (744 ) 9,155 6,100 2,687 1,435 $ 6,468 $ 4,665 $ 0.83 $ 0.58 $ 0.80 $ 0.56 7,805 8,015 8,037 8,346 Fiscal Quarter Ended April 3,
2021March 28,
2020Net income $ 10,501 $ 6,468 Other comprehensive income (loss) Foreign currency translation adjustments (111) (2,427) Comprehensive income $ 10,390 $ 4,041 Fiscal Quarter Ended March 28,
2020 March 30,
2019 $ 6,468 $ 4,665 (2,427 ) 712 $ 4,041 $ 5,377 April 3,
2021January 2,
2021ASSETS 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 Prepaid expenses and other current assets 10,030 7,068 Forgivable loans 13,196 14,749 Total current assets 210,530 219,970 Property and equipment, net 60,304 62,878 Goodwill 89,278 89,187 Intangible assets, net 4,839 5,108 Right-of-use assets 120,110 122,144 Deferred income taxes 10,673 9,667 Forgivable loans, net of current portion 44,363 46,864 Other assets 2,423 2,692 Total assets $ 542,520 $ 558,510 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 18,995 $ 19,430 Accrued expenses 100,758 136,376 Deferred revenue and other liabilities 8,275 9,866 Current portion of lease liabilities 13,889 13,557 Current portion of deferred compensation 1,214 20,902 Revolving line of credit 40,000 0 Total current liabilities 183,131 200,131 Non-current liabilities: Deferred compensation and other non-current liabilities 8,596 7,075 Facility-related non-current liabilities 2,169 2,113 Non-current portion of lease liabilities 136,561 139,447 Deferred income taxes 735 725 Total non-current liabilities 148,061 149,360 Commitments and contingencies (Note 10) 0 0 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 Retained earnings 219,922 216,999 Accumulated other comprehensive loss (8,594) (8,483) Total shareholders’ equity 211,328 209,019 Total liabilities and shareholders’ equity $ 542,520 $ 558,510 March 28,
2020 December 28,
2019 $ 15,818 $ 25,639 104,886 107,841 44,377 36,569 12,181 7,277 14,177 6,751 191,439 184,077 66,626 61,295 87,827 88,504 6,133 6,476 125,688 130,173 10,622 10,670 57,868 48,390 4,005 3,658 $ 550,208 $ 533,243 $ 23,668 $ 26,069 77,714 121,301 6,509 6,723 12,432 12,847 1,000 4,470 70,000 — 191,323 171,410 15,911 15,071 2,060 1,956 144,079 146,551 475 504 162,525 164,082 — — 5,871 9,265 204,679 200,249 (14,190 ) (11,763 ) 196,360 197,751 $ 550,208 $ 533,243 Fiscal Quarter Ended April 3,
2021March 28,
2020OPERATING ACTIVITIES: Net income $ 10,501 $ 6,468 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 3,301 2,943 Facility-related liabilities 17 35 Right-of-use asset amortization 3,199 2,994 Deferred income taxes (896) 23 Share-based compensation expense 842 655 Accounts receivable allowances 182 62 Unrealized foreign currency remeasurement gains, net (284) (398) Changes in operating assets and liabilities: Accounts receivable 19,838 1,388 Unbilled services, net (23,063) (8,217) Prepaid expenses and other current assets, and other assets (2,733) (5,327) Forgivable loans 4,140 (27,139) Incentive cash awards 1,729 1,423 Accounts payable, accrued expenses, and other liabilities (52,856) (39,121) Lease liabilities (3,765) (1,164) Net cash used in operating activities (39,848) (65,375) INVESTING ACTIVITIES: Purchases of property and equipment (692) (7,949) Net cash used in investing activities (692) (7,949) FINANCING ACTIVITIES: Issuance of common stock, principally stock option exercises 1,113 151 Borrowings under revolving line of credit 42,000 70,000 Repayments under revolving line of credit (2,000) 0 Tax withholding payments reimbursed by shares (588) (390) Cash paid for contingent consideration (2,357) 0 Cash paid on dividend equivalents (79) (40) Cash dividends paid to shareholders (1,982) (1,796) Repurchase of common stock (9,642) (3,810) Net cash provided by financing activities 26,465 64,115 Effect of foreign exchange rates on cash and cash equivalents 27 (612) Net decrease in cash and cash equivalents (14,048) (9,821) Cash and cash equivalents at beginning of period 45,677 25,639 Cash and cash equivalents at end of period $ 31,629 $ 15,818 Noncash investing and financing activities: Purchases of property and equipment not yet paid for $ 294 $ 370 Asset retirement obligations $ 0 $ 155 Right-of-use assets obtained in exchange for lease obligations $ 1,070 $ 0 Restricted common stock issued for contingent consideration $ 2,250 $ 0 Supplemental cash flow information: Cash paid for taxes $ 844 $ 695 Cash paid for interest $ 24 $ 245 Cash paid for amounts included in operating lease liabilities $ 5,157 $ 5,039 Fiscal Quarter Ended March 28,
2020 March 30,
2019 $ 6,468 $ 4,665 2,943 2,616 35 35 2,994 2,209 23 21 655 911 62 48 (398 ) — 1,388 5,742 (8,217 ) (8,666 ) (5,327 ) (2,162 ) (27,139 ) (16,957 ) 1,423 1,214 (39,121 ) (42,489 ) (1,164 ) (3,754 ) (65,375 ) (56,567 ) (7,949 ) (774 ) (7,949 ) (774 ) 151 1,526 70,000 39,000 (390 ) (388 ) (40 ) (35 ) (1,796 ) (1,616 ) (3,810 ) (4,349 ) 64,115 34,138 (612 ) 133 (9,821 ) (23,070 ) 25,639 38,028 $ 15,818 $ 14,958 $ 370 $ 1,906 $ 155 $ — $ — $ 713 $ — $ 82,329 $ — $ 106,765 $ 695 $ 298 $ 245 $ 59 $ 5,039 $ 4,627 SHAREHOLDERS'SHAREHOLDERS’ EQUITYCommon Stock Retained
EarningsAccumulated
Other
Comprehensive
LossTotal
Shareholders’
EquityShares
IssuedAmount 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 vestings 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 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 Common Stock Retained
EarningsAccumulated
Other
Comprehensive
LossTotal
Shareholders’
EquityShares
IssuedAmount 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 Accumulated
Other
Comprehensive
Loss Shares
Issued Amount Retained
Earnings Total
Shareholders'
Equity 7,814,797 $ 9,265 $ 200,249 $ (11,763 ) $ 197,751 7,814,797 $ 9,265 $ 200,249 $ (11,763 ) $ 197,751 — — (203 ) — (203 ) 7,814,797 $ 9,265 $ 200,046 $ (11,763 ) $ 197,548 — — 6,468 — 6,468 — — — (2,427 ) (2,427 ) 8,200 151 — — 151 — 655 — — 655 23,884 — — — — (7,843 ) (390 ) — — (390 ) (82,613 ) (3,810 ) — — (3,810 ) — — 1 — 1 — — (40 ) — (40 )
($0.23 per share) — — (1,796 ) — (1,796 ) 7,756,425 $ 5,871 $ 204,679 $ (14,190 ) $ 196,360 CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITYFOR THE FISCAL QUARTER ENDED MARCH 30, 2019 (unaudited)(in thousands, except share data) Common Stock Accumulated
Other
Comprehensive
Loss Shares
Issued Amount Retained
Earnings Total
Shareholders'
Equity 8,010,480 $ 22,837 $ 186,229 $ (12,594 ) $ 196,472 — — 4,665 — 4,665 — — — 712 712 64,700 1,526 — — 1,526 — 911 — — 911 25,484 — — — — (8,157 ) (388 ) — — (388 ) (86,609 ) (4,349 ) — — (4,349 ) — — (8 ) — (8 ) — — (35 ) — (35 )
($0.20 per share) — — (1,616 ) — (1,616 ) 8,005,898 $ 20,537 $ 189,235 $ (11,882 ) $ 197,890 See accompanying notes to the condensed consolidated financial statements.CRA INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS("CRA"(“CRA” or the "Company"“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 two2 broad areas: litigation, regulatory, and financial consulting and management consulting. CRA operates in one1 business segment. CRA operates its business under its registered trade name, Charles River Associates."Company"“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"(“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"(“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'sCRA’s results of operations, financial position, cash flows, and shareholders'shareholders’ equity for the interim periods presented in conformity with GAAP. Results of operations for the interim periods presented herein are not necessarily indicative of results of operations for a full year. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 28, 2019January 2, 2021 included in CRA'sCRA’s Annual Report on Form 10-K filed with the SEC on February 27, 2020March 4, 2021 (the "2019“2020 Form 10-K"10-K”). Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications had no effect on previously reported results of operations, financial position, or cash flows.("ROU"(“ROU”) assets and liabilities, share-based compensation, valuation of the contingent consideration liability,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 thoseCRA INTERNATIONAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(Unaudited)1. Summary of Significant Accounting Policies (Continued)CRA'sCRA’s assumptions based on past experience or other assumptions do not turn out to be substantially accurate.CRA'sCRA’s 2006 Equity Incentive Plan. Under CRA's share repurchase program, theThe 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 accordance 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. The purchase price of repurchases is first charged against available paid inpaid-in capital ("PIC"(“PIC”), and once until PIC is exhausted, any futurewherein purchases will be chargedCRA'sAs of April 3, 2021, PIC was exhausted. CRA’s common stock has no par value. All shares repurchased have been retired.Leases (Topic 842) CRA adopted Accounting Standards Codification ("ASC") Topic 842,Leases ("ASC 842"), which supersedes ASC Topic 840,Leases ("ASC 840"), on December 30, 2018, using the modified retrospective transition method. The cumulative effect of the transition adjustments was recognized as of the date of adoption. CRA elected the package of practical expedients provided by ASC 842, which allowed CRA to forgo reassessing the following upon adoption of the new standard: (1) whether contracts contain leases for any expired or existing contracts, (2) the lease classification for any expired or existing leases, and (3) initial direct costs for any existing or expired leases. In addition, CRA elected an accounting policy to exclude from the consolidated balance sheets the ROU assets and lease liabilities related to short-term leases, which are those leases with an initial lease term of twelve months or less that do not include an option to purchase the underlying asset that CRA is reasonably certain to exercise. As a result of adopting the new standard, CRA recognized ROU assets of $82.3 million and lease liabilities of $106.8 million on December 30, 2018. The difference between the amount of ROU assets and lease liabilities recognized was an adjustment to deferred rent. There was no change to net deferred tax assets as a result of CRA's adoption of ASC 842. The adoption of ASC 842 did not have a material impact on CRA's results of operations or cash flows, nor did it have an impact on any of CRA's existing debt covenants.Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting CRA adopted ASU No. 2018-07,Compensation—Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting (Topic 718) ("ASU 2018-07") on December 30, 2018. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments in this update specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The amendments alsoCRA INTERNATIONAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(Unaudited)1. Summary of Significant Accounting Policies (Continued)clarify that Topic 718 does not apply to share-based payments used effectively to provide financing to the issuer or awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606,Revenue from Contracts with Customers. The new guidance requires a remeasurement of nonemployee awards at fair value as of the adoption date. The adoption of ASU 2018-07 did not have a material impact on CRA's financial position, results of operations, cash flows, or disclosures.Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments CRA adopted ASU No. 2016-13,Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASC 326") on December 29, 2019. ASC 326 replaces the methodology that recognizes impairment of financial instruments when losses have been incurred with a methodology that recognizes impairment of financial instruments when losses are expected. The amendment requires entities to use a forward-looking "expected loss" model for most financial instruments, including accounts receivable, unbilled services, and loans, that is based on historical information, current information, and reasonable and supportable forecasts. As a result of adopting the new standard, CRA recognized a cumulative increase to allowances for accounts receivable and unbilled services and a reduction to the fiscal 2020 opening balance of retained earnings of $0.2 million. Comparative periods prior to the adoption of ASC 326 and their respective disclosures have not been adjusted. The adoption of ASC 326 did not have a material impact on CRA's results of operations or cash flows on the date of transition.Fair Value Measurements (Topic 820) CRA adopted ASU No. 2018-13,Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ("ASU No. 2018-13") on December 29, 2019. The ASU eliminates, adds, and modifies certain disclosure requirements for fair value measurements from ASC 820. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurement. The adoption of the new standard did not have a material impact on CRA's financial position, results of operations, cash flows, or disclosures on the date of transition.Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement CRA adopted ASU No. 2018-15,Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15") on December 29, 2019. ASU 2018-15 clarifies the accounting for implementation costs in a cloud computing arrangement that is a service contract and aligns the requirements for capitalizing those costs with the capitalization requirements for costs incurred to develop or obtain internal-use software. CRA adopted the ASU using the prospective transition approach, as permitted under the new guidance. The adoption of the new standard did not have a material impact on CRA's financial position, results of operations, cash flows, or disclosures on the date of transition.CRA INTERNATIONAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(Unaudited)1. Summary of Significant Accounting Policies (Continued)Recent Accounting Standards Not Yet Adopted In December 2019, the FASB issued ASU (" (“ASU 2019-12"2019-12”). on the first day of fiscal 2021. ASU 2019-12 simplifies or clarifies accounting for income taxes by changing the following current guidance: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. ASU 2019-12 is effective for CRA for interim and annual periods beginning after December 15, 2020. Early adoption is permitted. CRA is in the process of determining the effects, if any, the The adoption of the ASU maynew standard did not have a material impact on itsCRA's financial position, results of operations, cash flows, or disclosures. CRA plans to adopt the amendments during the first fiscal quarter of 2021.2. Fair Value of Financial Instruments The following tables show CRA's financial instruments as of March 28, 2020 and December 28, 2019 that are measured and recorded in the condensed consolidated financial statements at fair value on a recurring basis (in thousands): March 28, 2020 Quoted Prices in Active
Markets for Identical
Assets or Liabilities Significant Other
Observable Inputs Significant
Unobservable
Inputs Level 1 Level 2 Level 3 $ 150 $ — $ — $ 150 $ — $ — $ — $ — $ 12,009 $ — $ — $ 12,009 CRA INTERNATIONAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(Unaudited)2. Fair Value of Financial Instruments (Continued) December 28, 2019 Quoted Prices in Active
Markets for Identical
Assets or Liabilities Significant Other
Observable Inputs Significant
Unobservable
Inputs Level 1 Level 2 Level 3 $ 150 $ — $ — $ 150 $ — $ — $ — $ — $ 11,579 $ — $ — $ 11,579 The fair value of CRA's money market mutual fund share holdings is $1.00 per share. The contingent consideration liability in the table above is for 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"). The fair value measurement of the liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. The significant unobservable inputs used in the fair value measurement of the contingent consideration liability are CRA's measures of the estimated payouts based on internally generated revenue projections, expected volatility of the revenue projections, and discount rates. The fair value of the contingent consideration liability was determined using a Monte Carlo simulation. The fair value of the contingent consideration liability is reassessed on a quarterly basis by CRA using additional information as it becomes available, and any change in the fair value estimates are recorded in costs of services (exclusive of depreciation and amortization)disclosures on the condensed consolidated statementsdate of operations. The contingent consideration is required to be paid prior to the end of the second quarter of fiscal 2021. The following table summarizes the changes in the contingent consideration liability over the fiscal quarter ended March 28, 2020 and the fiscal year ended December 28, 2019 (in thousands): Fiscal
Quarter Ended Fiscal
Year Ended March 28,
2020 December 28,
2019 $ 11,579 $ 6,197 155 3,285 275 2,097 $ 12,009 $ 11,579 CRA INTERNATIONAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(Unaudited)3.2. Revenue Recognitionengagementsprojects 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 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'sCRA’s employee consultants on the engagement, plus all direct expenses incurred to complete the engagement,project, including any amounts billed to CRA by its non-employee experts.CRA'sCRA’s revenue by type of contract and geographic location (in thousands):Fiscal Quarter Ended Type of Contract April 3,
2021March 28,
2020Consulting services revenues Fixed-price $ 33,433 $ 28,988 Time-and-materials 113,085 97,170 Total $ 146,518 $ 126,158 Fiscal Quarter Ended March 28,
2020 March 30,
2019 $ 28,988 $ 21,386 97,170 84,463 $ 126,158 $ 105,849 Fiscal Quarter Ended Geographic Breakdown April 3,
2021March 28,
2020Consulting services revenues United States $ 117,247 $ 100,740 United Kingdom 23,286 19,066 Other 5,985 6,352 Total $ 146,518 $ 126,158 Fiscal Quarter Ended March 28,
2020 March 30,
2019 $ 100,740 $ 83,529 19,066 18,507 6,352 3,813 $ 126,158 $ 105,849 actualspecific price concessions andas well asestimated by CRA's historical realization rates andrates. Reserves for variable consideration are recorded as a component of the allowances for accounts receivable and unbilled services. CRA'sservices on the condensed consolidated balance sheets. Adjustments to the reserves for variable consideration are included in revenues on the condensed consolidated statements of operations.consist of receivablesfor estimated losses resulting from a broad range of clients in a variety of industries located through the U.S. and other countries. CRA performs a credit evaluation of its clientsclients’ failure to minimize its collectability risk. Periodically, CRA will require advance payment from certain clients. However, CRA does not require collateral or other security.326326") on December 29, 2019,the first day of fiscal 2020, which changed the method CRA estimatedutilizes to estimate reserves related to credit risk. As a result of the adoption, CRA recognized a cumulative-effectCRA INTERNATIONAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(Unaudited)3. Revenue Recognition (Continued)adjustment of $0.2 million cumulative-effect increase to retained earnings and allowances for accounts receivable and unbilled services. Comparative periods and their respective disclosures prior to the adoption of ASC 326 have not been adjusted. Under ASC 326, CRA maintains allowances for accounts receivable and unbilled services for estimated losses resulting from clients' failureand a reduction to make required payments. CRA estimates these allowances based on historical charge-off rates, adjusted for daysthe fiscal 2020 opening balance of sales outstanding and expected changes to clients' financial conditions during the anticipated collection period. CRA writes off allowances when management determines the balance is uncollectible and all efforts of collection have been exhausted. Badretained earnings.is reported as a component of selling, general and administrative expenses. Prior to adopting ASC 326 in fiscal 2020, CRA determined allowances for accounts receivable and unbilled services for specific customer accounts based on the financial condition of the customer and related facts and circumstances. Expenses associated with these allowances were reported as a component of selling, general and administrative expenses. Adjustments to the allowances for accounts receivable and unbilled services related to reserves for variable consideration are as follows (in thousands):Fiscal Quarter Ended April 3,
2021March 28,
2020Bad debt expense (recovery), net $ (13) $ 59 Fiscal Quarter Ended March 28,
2020 March 30,
2019 $ 1,414 $ 1,443 Adjustments to the allowances for accounts receivable and unbilled services related to reserves for credit risk are as follows (in thousands): Fiscal
Quarter Ended Fiscal
Year Ended March 28,
2020 December 28,
2019 $ 370 $ 639 203 — 59 173 (138 ) (442 ) $ 494 $ 370 CRA INTERNATIONAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(Unaudited)3. Revenue Recognition (Continued)Fiscal Quarter Ended April 3,
2021March 28,
2020Reimbursable expenses $ 16,479 $ 16,430 Fiscal Quarter Ended March 28,
2020 March 30,
2019 $ 16,430 $ 12,835 March 28, 2020April 3, 2021 and December 28, 2019. CRA defines contract liabilities as advance payments from or billings to its clients for services that have not yet been performed or earned and retainers. These liabilities are recorded within deferred revenues and are recognized as services are provided. January 2, 2021.opening and closing balances of CRA's contract liabilityliabilities (in thousands):April 3,
2021January 2,
2021Contract liabilities $ 2,941 $ 5,527 Contract Liability Fiscal
Quarter Ended Fiscal
Year Ended March 28,
2020 December 28,
2019 $ 4,007 $ 5,453 $ 3,495 $ 4,007 During the fiscal quarter ended March 28, 2020, CRA recognized the following revenue as a result of changes in the contract liability balance or performance obligations satisfied in previous years (in thousands): Fiscal Quarter
Ended March 28,
2020 $ 2,906 $ 3,257 The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled services and contract liabilities on the condensed consolidated balance sheets.(Continued)4.Fiscal Quarter Ended April 3,
2021March 28,
2020Amounts included in contract liabilities at the beginning of the period $ 4,355 $ 2,906 Performance obligations satisfied in previous periods $ 2,183 $ 3,257 Forgivable loan activity for the fiscal quarter ended March 28, 2020the fiscal year ended December 28, 2019 is as follows (in thousands): Fiscal
Quarter Ended Fiscal
Year Ended March 28,
2020 December 28,
2019 $ 55,141 $ 40,294 33,442 35,166 — (1,173 ) (9,713 ) (1,734 ) (6,285 ) (17,700 ) (540 ) 288 $ 72,045 $ 55,141 $ 14,177 $ 6,751 $ 57,868 $ 48,390 At March 28, 2020 and December 28, 2019,retain highly skilled professionals, CRA had no othermay issue forgivable loans to current or former employees includedand non-employee experts, certain of which loans may be denominated in other assets on the consolidated balance sheet.provided thatso long as the employee or non-employee expert continues employment or affiliation with CRA and complies with certain contractual requirements. Under ASC 326, CRA maintains an allowance for doubtful accounts for amounts not expected to be collected,The expense associated with the forgiveness of the principal amount of the loans is recorded as compensation expense over the service period, which is initially assessed whenconsistent with the employeeterm of the loans.Fiscal Quarter Ended Fiscal Year Ended April 3,
2021January 2,
2021Beginning 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 non-employee failsforgivable loans that have been reclassified to comply with contractual requirements or ceases employment or affiliation with CRA. The allowances are determined per specific borrower and are based on their financial condition and related facts and circumstances, including consideration of collateral. For the fiscal quarter ended March 28, 2020 and the fiscal year ended December 28, 2019, no allowances for or write-offs of these loans were recorded.CRA INTERNATIONAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(Unaudited)5.duringfor the fiscal quarter ended March 28, 2020 and the fiscal year ended December 28, 2019,April 3, 2021 are summarized as follows (in thousands):Goodwill $ 161,080 Accumulated goodwill impairment (71,893) Goodwill, net at January 2, 2021 89,187 Foreign currency translation adjustment 91 Goodwill, net at April 3, 2021 (1) $ 89,278 $ 164,921 (76,417 ) 88,504 (677 ) 159,720 (71,893 ) $ 87,827 During the fiscal quarter ended March 28, 2020,Goodwill, net at April 3, 2021, is comprised of goodwill of $161.2 million and accumulated goodwill impairment were reduced by $4.5 million as a result of the dissolution and final liquidation$71.9 million.no0 impairment losses related to intangible assets during the fiscal quarter ended March 28, 2020April 3, 2021 or during the fiscal year ended December 28, 2019.April 3,
2021January 2,
2021Non-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 March 28,
2020 December 28,
2019 $ 324 $ 324 12,120 12,120 12,444 12,444 (6,311 ) (5,968 ) $ 6,133 $ 6,476 CRA INTERNATIONAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(Unaudited)6.5. Accrued ExpensesApril 3,
2021January 2,
2021Compensation and related expenses $ 85,209 $ 123,540 Income taxes payable 5,251 1,927 Performance awards 2,376 2,176 Other professional fees 1,635 1,541 Direct project accruals 3,116 3,988 Accrued leasehold improvements 40 52 Other 3,131 3,152 Total accrued expenses $ 100,758 $ 136,376 March 28,
2020 December 28,
2019 $ 63,462 $ 99,993 1,879 430 339 9,961 2,230 2,077 3,820 3,201 2,189 2,166 3,795 3,473 $ 77,714 $ 121,301 March 28, 2020April 3, 2021, and December 28, 2019,January 2, 2021, approximately $37.1$50.3 million and $81.2$102.6 million, respectively, of accrued bonuses for the fiscal quarter ended March 28, 2020 and the fiscal year ended December 28, 2019 were included above in "Compensation“Compensation and related expenses."7.” CRA's effective income tax rates were 29.4% and 23.5% forMarch 30, 2019,29.4%, respectively. The effective tax rateETR for the first quarter of fiscal 20202021 was higherlower than the prior year primarily due to a decreasean increase in the tax benefit related to the accounting for stock-based compensation partially offset by a decreaseas well as the impact of higher pre-tax earnings in meals and entertainment. The effective tax rate for the first quarter of fiscal 2020 was higher than2021, which diluted the combined federal and state statutory tax ratepermanent unfavorable differences, primarily duerelated to non-deductible items resulting from limitations onthe impact of the deductibility of compensation paid to executive officers, andwith respect to the deductibility of meals and entertainment. The effective tax rate forfull-year estimated ETR.firstfourth quarter of fiscal 2019 was lower than2020, CRA considered the combined federal and state statutoryoperating needs of the United Kingdom ("U.K.") subsidiary, as well as the tax rate primarily dueimplications of no longer asserting indefinite reinvestment with respect to the tax benefit related to the accounting for stock-based compensation, partially offset by non-deductible itemsU.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 limitationsearnings that are no longer considered permanently reinvested are recorded as a component of foreign currency translation adjustments on the deductibilitycondensed consolidated statements of compensation paidcomprehensive income. For the fiscal quarter ended April 3, 2021, CRA’s U.K. subsidiary distributed approximately £12.0 million of both previously taxed and untaxed earnings to executive officers andCRA’s U.S. parent entity, the deductibilityforeign currency translation impact of meals and entertainment. CRA has not provided for deferredwhich was immaterial. Deferred income taxes or foreign withholding taxes, on undistributed earnings andestimated to be $0.4 million, have not been recorded for other basis differences that may exist from its foreign subsidiariesjurisdictions as of March 28, 2020, because suchthose earnings are considered to be indefinitelypermanently reinvested.does not rely on these unremitted earnings as a source of funds for its domestic business as it expects to have sufficient cash flow in the U.S. to fund its U.S. operational and strategic needs. If CRA were to repatriate its foreign earnings that are indefinitely reinvested, it would accrue substantially no additional tax expense.8.INTERNATIONAL, INC.and diluted earnings per common 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 3, 2021 and March 28, 2020. of 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. BasicCRA INTERNATIONAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(Unaudited)8. Net Income Per Share (Continued)earnings per common share excludes dilution and is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards. Net earnings allocable tothese participating securities were not material for the first quarter of fiscal 2020 or the first quarter of fiscal 2019.Fiscal Quarter Ended April 3,
2021March 28,
2020Net 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 Fiscal Quarter Ended March 28,
2020 March 30,
2019 $ 6,468 $ 4,665 26 16 $ 6,442 $ 4,649 Fiscal Quarter Ended April 3,
2021March 28,
2020Basic 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 March 28,
2020 March 30,
2019 7,805 8,015 232 331 8,037 8,346 quarterquarters 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. For the fiscal quarter ended March 30, 2019, 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 20,078 shares.respectively. These share-based awards each period were anti-dilutive because their exercise price exceeded the average market price over the respective period.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 aan amended and restated credit agreement that provides CRAthe Company with a $125.0$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 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. There were $70.0was $40.0 million in borrowings outstanding under this revolving credit facility as of March 28, 2020.April 3, 2021. There were no0 borrowings outstanding borrowings under this facility as of December 28, 2019.January 2, 2021.CRA INTERNATIONAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)(Unaudited)9. Credit Agreement (Continued)March 28, 2020,April 3, 2021, the amount available under this revolving credit facility was reduced by certain letters of credit outstanding, which amounted to $4.4$4.7 million. Under the credit agreement, CRA must comply with various financial and non-financial covenants. Compliance with these financial covenants is tested on a fiscal quarterly basis. As of March 28, 2020 and December 28, 2019,April 3, 2021, CRA was in compliance with the covenants of its credit agreement.management'smanagement’s opinion, based on current knowledge, CRA believes it has adequate legal defenses and/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.operations. However, the outcome of such legal actions is inherently unpredictable and subject to inherent uncertainties. Whilehascommenced 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 experiencedless 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 material adverse impact to its business, financial condition or resultspurchase price of operations$74.00 per share. The purchase price and transaction costs were funded from the COVID-19 pandemic to date, there is uncertainty about client demand for the Company's services, the worldwide economyrevolving credit facility and consequently, the financial results for the current quarter may not be indicativecash on hand. The repurchased shares were retired.is not aware of any specific events or circumstances that would require an update to its estimates or adjustments to the carrying value of its assets and liabilities as of April 30, 2020, the issuance date of this Quarterly Report on Form 10-Q.11. INTERNATIONAL, INC.April 30, 2020,May 6, 2021, CRA announced that its Board of Directors declared a quarterly cash dividend of $0.23$0.26 per common share, payable on June 12, 202011, 2021 to shareholders of record as of May 26, 2020.25, 2021.Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations"Risk“Risk Factors."” We assume no obligation to update our forward-looking statements to reflect new information or developments. We urge readers to review carefully the risk factors described in the other documents that we file with the Securities and Exchange Commission, or SEC. You can read these documents at www.sec.gov. �� COVID-19 Assessment While the COVID-19 pandemic did not materially adversely affect the Company's financial results and business operations in the Company's first fiscal quarter ended March 28, 2020, the COVID-19 pandemic may pose significant risks to our business. It is too early to quantify the impact, if any, this situation will have on revenue for the remainder of our fiscal year ended January 2, 2021 or beyond, but the public health actions being undertaken to reduce the spread of the virus may create significant disruptions with respect to the demand for our services and impact our ability to conduct business activities in the ordinary course for an indefinite period. Since March 16, 2020, when we implemented our stay-at-home policy and successfully transitioned to a virtual work environment, we have been closely monitoring the COVID-19 pandemic and its impacts and potential impacts on our business. However, because developments with respect to the spread of COVID-19 and its impacts have been occurring so rapidly and because of the unprecedented nature of the pandemic, we are unable to predict the extent of any adverse financial impact of COVID-19 on our business, financial condition, results of operations and cash flows. Due to the above circumstances and as described generally in this Form 10-Q, the Company's results of operations for the three-month period ended March 28, 2020 are not necessarily indicative of the results to be expected for the full fiscal year. As of March 28, 2020, our cash and cash equivalents, were $15.9 million, and we had access to $50.6 million of borrowing capacity under our $125.0 million revolving credit facility, which when combined with our ongoing operating cash flows, will help us manage the impacts of the COVID-19 pandemic on our business and address related liquidity needs. Please see "Item 1A. Risk Factors" in this Quarterly Report on Form 10-Q for an additional discussion of risks and potential risks of the COVID-19 pandemic on our business, financial condition and results of operations.Significant EstimatesMarch 28, 2020April 3, 2021 remain unchanged from December 28,2019.January 2, 2021. Please refer to Part II, Item 7, "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” of our Annual Report on Form 10-K for the fiscal year ended December 28, 2019,January 2, 2021, filed with the Securities and Exchange Commission on February 27, 2020,March 4, 2021, for details on these critical accounting policies. Except as noted below, there have been no material changes to these critical accounting policies and significant estimates during the fiscal quarter ended March 28, 2020."Recent“Recent Accounting Standards Adopted" and "Recent Accounting Standards Not Yet Adopted"Adopted” included in Note 1, "Summary“Summary of Significant Accounting Policies"Policies” in Part I, Item I, "Financial Statements"“Financial Statements” of this report.March 28, 2020,April 3, 2021, Compared to the Fiscal Quarter Ended March 30, 2019Fiscal Quarter
EndedApril 3,
2021March 28,
2020Revenues 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 % Fiscal Quarter
Ended March 28,
2020 March 30,
2019 100.0 % 100.0 % 72.1 69.6 19.1 21.5 2.3 2.5 6.4 6.5 (0.3 ) — 1.1 (0.7 ) 7.3 5.8 2.1 1.4 5.1 % 4.4 % March 28, 2020,April 3, 2021, Compared to the Fiscal Quarter Ended March 30, 2019$20.4$20.3 million, or 19.2%16.1%, to $146.5 million for the first quarter of fiscal 2021 from $126.2 million for the first quarter of fiscal 2020 from $105.8 million for the first quarter of fiscal 2019.2020. The increase in net revenue was a result of an increase in gross revenues of $19.7$22.1 million as compared to the first quarter of fiscal 2019, and a decrease2020, partially offset by an increase in write-offs and reserves of $0.7$1.8 million compared to the first quarter of fiscal 2019.2020. Utilization decreasedincreased to 76% for the first quarter of fiscal 2021 from 71% for the first quarter of fiscal 2020, from 75% for the first quarter of fiscal 2019, while consultant headcount grew 16.3%4.8% from 687 at the end of the first quarter of fiscal 2019 to 799 at the end of the first quarter of fiscal 2020. Included in revenues are2020 to 837 at the effectend of changes in currency exchange rates resulting in a decrease to revenuethe first quarter of $0.4 million for the fiscal quarter ended March 28, 2020, and a decrease of $1.5 million for the fiscal quarter ended March 30, 2019.and 21% of totalnet revenues for the first quarter of fiscal 20202021 and fiscal 2019, respectively.2020. Revenues derived from fixed-price engagements increased toprojects remained at 23% of total revenues for the first quarter of fiscal 20202021 compared with 20% of total revenues for the first quarter of fiscal 2019. These percentages2020. The percentage of revenue derived from fixed-price engagements dependprojects 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.$17.4$14.4 million, or 23.6%15.8%, to $105.4 million for the first quarter of fiscal 2021 from $91.0 million for the first quarter of fiscal 2020 from $73.6 million for the first quarter of fiscal 2019.2020. The increase in costs of services was due primarily to an increase of $4.9$4.5 million in employee compensation and fringe benefit costs attributable to our increased consultant headcount, an increase in incentive and retention compensation costs of $6.3$8.9 million, and an increase in forgivable loan and incentive awards amortization of $0.9 million, an increase in expense related to the net change in contingent consideration valuation of $0.6 million and an increase in other compensation of $1.3 million. Additionally, client reimbursable expenses increased by $3.6$0.1 million in the first quarter of fiscal 20202021 compared to the first quarter of fiscal 2019. These increased expenses were partially offset by a decrease in stock compensation of $0.2 million.2020. As a percentage of revenues, costs of services (exclusive of depreciation and amortization) increaseddecreased to 71.9% for the first quarter of fiscal 2021 from 72.1% for the first quarter of fiscal 2020 from 69.6%2020.2019. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $1.4 million, or 6.1%, to2021 from $24.1 million for the first quarter of fiscal 2020 from $22.7 million for the first quarter of fiscal 2019.2020. 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 million increase in commissions to our non-employee experts, a $0.3 million increase in software subscription and data services, and a $0.3 million increase in employee compensation and fringe benefit costs and a $2.0 million increase in rent expense primarily due to additional space in our Boston and Oakland officesincentive compensation for the first quarter of fiscal 20202021 as compared to the first quarter of fiscal 2019. Partially offsetting these increased expenses was a $0.3 million decrease in other operating expenses primarily due to a decrease in legal and other professional fees and a $0.5 million decrease in commissions to our nonemployee experts.2020 from 21.5%2020. Commissions to our non-employee experts increased to 2.6% of revenues for the first quarter of fiscal 2019. Commissions to our nonemployee experts decreased2021 compared to 2.2% of revenues for the first quarter of fiscal 2020 compared to 3.2% of revenues2020.2019. Provision for Income Taxes. The income tax provision was2021 compared to $2.7 million and the effective tax rate was 29.4% for the first quarter of fiscal 2020 compared to $1.4 million and 23.5%2020. The ETR for the first quarter of fiscal 2019.2021 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 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 20202021 was higherlower than the prior year primarilycombined federal and state statutory tax rate due to a decrease in the tax benefit related to the accounting for stock-based compensation, partially offset by a decrease in meals and entertainment.non-deductible 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. The effective tax rate2019 was lower than the combined federal and state statutory tax rate primarily due to the tax benefit related to the accounting for stock-based compensation, partially offset by non-deductible items resulting2021 from limitations on the deductibility of compensation paid to executive officers and the deductibility of meals and entertainment. Net Income. Net income increased by $1.8 million to $6.5 million for the first quarter of fiscal 2020 from $4.7 million for the first quarter of fiscal 2019.2020. The net income per diluted share was $0.80$1.34 per share for the first quarter of fiscal 2020,2021, compared to $0.56$0.80 of net income per diluted share for the first quarter of fiscal 2019.2020. Weighted average diluted shares outstanding decreased by approximately 309,000206,000 shares to 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 from approximately 8,346,000 shares for the first quarter of fiscal 2019.2020. The decrease in weighted average diluted shares outstanding was primarily due to the repurchase of shares of our common stock since the quarter period ended March 30, 2019,28, 2020, offset in part by the issuance or 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 the first quarter of fiscal 2019.March 28, 2020,April 3, 2021, cash and cash equivalents decreased by $9.8$14.0 million. We completed the period with cash and cash equivalents of $15.8$31.6 million. The principal drivers of the reduction of cash were paymentspayment of a significant portion of our fiscal 20192020 performance bonuses in this fiscal quarter, the fundingpayment of forgivable loans,the contingent consideration liability, the repurchase of shares, and capital expenditures related to the buildoutpayment of the expanded New York and Toronto office space, as well as the Oakland office space,dividends, offset by net borrowings of $70.0 million under our revolving credit facility.March 28, 2020,April 3, 2021, working capital (defined as current assets less current liabilities) decreasedincreased by $12.6$7.6 million to $0.1$27.4 million. In addition to the reduction in cash balances noted above, the reductionThe increase in working capital iswas principally due to a decrease in accrued expenses of $35.6 million, mostly due to the $70.0payment of our fiscal 2020 performance bonuses offset by fiscal 2021 performance bonus accruals and their related taxes. The increase in working capital was also due to increases in accounts receivable and unbilled services of $3.2 million, of borrowings duringand a decrease in the quarter, acurrent portion of deferred compensation of $19.7 million primarily related to the proceeds from which were used to fund forgivable loan issuancespayment of the contingent consideration and leasehold improvements, muchpayment of which are classified as non-current assets. Of the totalcash awards for our long-term incentive program. Partially offsetting these increases in working capital was a decrease in cash and cash equivalents held at March 28, 2020, $7.1of $14.0 million and an increase in borrowings of $40.0 million.underon our revolving credit facility to fund U.S. activitiesoperations for the next 12 months.March 28, 2020,April 3, 2021, net cash used in operating activities was $65.4$39.8 million. Net income was $6.5$10.5 million for the fiscal quarter ended March 28, 2020.April 3, 2021. The primary factor in cash used in operations was athe decrease in the accounts payable, accrued expenses, and other liabilities of $39.1 million.$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 uses of cash included ana $3.8 million decrease in lease liabilities, a net increase of $8.2$3.1 million in accounts receivable and unbilled receivables due primarily to the increase in revenues and the timing of billings, and a $5.3$2.7 million increase in prepaid expenses and other current assets, $0.4 million unrealized foreign currency exchange gains, net, and a $1.2 millionassets. The decrease in lease liabilities. The change in forgivable loans for the period of $27.1$4.1 million was primarily driven by $33.4$2.2 million of forgivable loan issuances, net of repayments, offset by $6.3 million of forgivable loan amortization. Offsetting these uses of cash was a $1.4 million decreaseCash used in accounts receivable, net, as well as a decrease inoperations included incentive cash awardsaward expense of $1.4 million. Cash provided by operations included$1.7 million, non-cash depreciation and amortization expense of $2.9$3.3 million, right-of-use amortization of $3.2 million, share-based compensation expenses of $0.7$0.8 million, and $3.0 million in ROU asset amortization.March 28, 2020,April 3, 2021, net cash used in investing activities was $7.9$0.7 million for capital expenditures primarily related to the buildoutpurchases of the New York, Toronto, and Oakland office space.March 28, 2020,April 3, 2021, net cash provided by financing activities was $64.1$26.5 million, primarily as a result of borrowings, net of repayments, under the revolving credit facility of $70.0$40.0 million and $0.2$1.1 million received upon the issuance of shares of common stock related to the exercise of stock options. Offsetting these increases in cash were the tax withholding payments reimbursed by restricted shares of $0.4$0.6 million, payment of $1.8$2.1 million of cash dividends to shareholders, and $3.8$9.6 million of repurchases of common stock.aan amended and restated credit agreement that provides us with a $125.0$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 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 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 any outstandingall borrowings no later than October 24, 2022. There was $70.0$40.0 million in borrowings outstanding borrowings under thisthe revolving credit facility as of March 28, 2020.April 3, 2021.thisthe revolving credit facility is reduced by certain letters of credit outstanding, which amounted to $4.4$4.7 million as of March 28, 2020.April 3, 2021. Borrowings under the revolving credit facility bear interest at a rate per annum, at our election, of either (i) the adjusted base rate, as defined in the credit agreement, plus an applicable margin, which varies between 0.25% and 1.25% depending on our total leverage ratio as determined under the credit agreement, or (ii) the adjusted eurocurrency rate, as defined in the credit agreement, plus an applicable margin, which varies between 1.25% 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 $32.9$29.8 million in net assets as of March 28, 2020. and Term Loanstwoone and eight years. The principal amount of forgivable loans and accrued interest is forgiven by us over the term of the loans, so long as the employee or non-employee expert continues employment or affiliation with us and complies with certain contractual requirements. The expense associated with the forgiveness of the principal amount of the loans is recorded as compensation expense over the service period, which is consistent with the term of the loans.incentive 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 throughduring the respectiveapplicable measurement periods. Increases in estimated awards are expensed prospectively over the remaining service period. Decreases in estimated awards are recorded in the period incurred.incurred We believe that we will have sufficient funds to satisfy any obligations related to the incentive performance awards. We expect to fund theseany cash payments if any, from existing cash resources, cash generated from operations, or borrowings on our revolving credit facility.2020,2021, our Board of Directors authorized an expansion toof our existing share repurchase program, authorizing the purchase of an additional $20.0$40.0 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 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. During the fiscal quarter ended March 30, 2019, we repurchased and retired 86,609 shares, under our share repurchase program at an average price per share of $50.25. As of March 28, 2020,April 3, 2021, we had approximately $19.7$40.5 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.futuresuch dividends isremain subject to the discretion of our Board of Directors. During the fiscal quarters ended April 3, 2021 and March 28, 2020, and March 30, 2019, we paid dividends and dividend equivalents of $2.1 million and $1.8 million, and $1.7 million, respectively, to our shareholders.(including in connection with the COVID-19 pandemic), 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, or the length and severity of the COVID-19 pandemic, could involve or result in 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 12twelve months, if necessary, is subject to a variety of factors that we cannot predict with certainty, including:"Risk Factors"“Risk Factors” and included in Part I—I, Item 1A, "Risk Factors"“Risk Factors” of our Annual Report on Form 10-K for the 2019 Form 10-K.fiscal year ended January 2, 2021, filed with the Securities and Exchange Commission on March 4, 2021. 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 7A. QuantitativePart II, Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," in the 2019 Form 10-K. Additionally, please see "ITEM 2. Management's Discussion and Analysis” of Financial Condition and Results of Operations: COVID-19 Assessment" in this Quarterlyour Annual Report on Form 10-Q10-K for an additional discussionthe fiscal year ended January 2, 2021, filed with the Securities and Exchange Commission on the COVID-19 pandemic and the potential impact it may have on our business, financial condition and results of operations.March 4, 2021.SEC'sSEC’s rules and forms. Based upon that evaluation, our President and Chiefnot effective as of March 28, 2020, due to the material weaknesses in internal control over financial reporting related to the inadequate design or execution of internal controls over: 1) our incentive-based compensation liabilities, as it relates to our internal controls over the review of the completeness and accuracy of key inputs into the computation of these liabilities; 2) certain aspects of accounting for revenue and related accounts; and 3) the completeness of certain accounts payable and expense accruals described in Item 9A of the 2019 Form 10-K. Notwithstanding these material weaknesses, managementApril 3, 2021.2020, including any changes related to COVID-19 and the transition to our remote working environment. Except for the ongoing remediation of the material weaknesses in internal controls over financial reporting noted above pursuant to the plan described in Item 9A of the 2019 Form 10-K, there2021. 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 2020,2021 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.Plan for Remediation of Material Weakness We are committed to remediating the control deficiencies that gave rise to the material weaknesses described above. Management is responsible for implementing changes and improvements to our internal control over financial reporting and for remediating the control deficiencies that gave rise to these material weaknesses. During fiscal 2020, we are enhancing our system of internal controls over financial reporting by implementing the plan of remediation described in Item 9A of the 2019 Form 10-K."Risk Factors"“Risk Factors” in our 2019 Annual Report on Form 10-K for the fiscal year ended January 2, 2021, filed with the Securities and Exchange Commission on February 27, 2020. Except as noted below, thereMarch 4, 2021. There have been no material changes to these risk factors during the quarter ended March 28, 2020.The COVID-19 pandemic and resulting adverse economic conditions could have a material adverse impact on our business, financial condition and results of operations. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, and the United States government-imposed travel restrictions on travel between the United States, Europe and other countries. In addition, the states and countries in which our offices are located have implemented stay-at-home orders requiring everyone to stay-at-home, except to obtain or provide essential services. Many businesses, including those of our clients, have responded with their own work-from-home policies and/or indefinite closures. We intend to continue to provide our services to our clients for the duration of these orders and closures. However, the timing of projects may be delayed or otherwise disrupted due to the length and severity of the current closures and any other restrictions or limitations implemented in the future. The COVID-19 virus poses the risk that we or our employees, our non-employee experts, governmental agencies, clients, and parties otherwise engaged in the delivery of our services may be prevented from conducting business activities in the ordinary course for an indefinite period. Extended shutdowns or other restrictions could also adversely limit our business operations or increase our costs. The spread of COVID-19, which has caused a broad impact globally, may materially affect us economically. While the potential economic impact brought by the duration of COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and value of our common stock. The global pandemic of COVID-19 continues to evolve rapidly. The ultimate impact of COVID-19 or a similar health epidemic or pandemic is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business or the global economy. As a result, the COVID-19 pandemic may affect our operating and financial results in a manner that is not presently known to us. (b) Not applicable. table provides information about our repurchases of shares of our common stock during the fiscal quarter ended March 28, 2020.April 3, 2021. 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.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 (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) — — — $ 23,512,496 3,658 $ 53.39 — $ 23,512,496 86,798 $ 46.17 82,613 $ 19,699,613 22, 202027, 2021, we accepted 3,6584,654 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 $53.39.$56.44. During the five weeks ended March 28, 2020April 3, 2021, we accepted 4,1855,241 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 $46.52.7, 2020,4, 2021 our Board of Directors authorized an expansion to our existing share repurchase program of an additional $20.0$40.0 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 fivefour weeks ended March 28, 2020,January 30, 2021, we repurchased and retired 82,61373,062 shares under this program at an average price per share of $46.15.$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. Approximately $19.7$40.5 million was available for future repurchases under this program as of April 3, 2021. We expect to continue to repurchase shares under this program.28, 2020.8, 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 No. Description 3.1 3.13.2 3.210.1 10.1#Offer Letter betweenIncremental 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 Daniel Mahoney effective March 17, 2020CRA 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 toof our current report on Form 8-K filed on March 20, 2020).January 14, 2021)31.1 10.2#Severance Agreement between CRA International, Inc. and Paul A. Maleh dated March 17, 2020. (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed on March 20, 2020).10.3#Severance Agreement between CRA International, Inc. and Chad M. Holmes dated March 17, 2020. (incorporated by reference to Exhibit 10.3 to our current report on Form 8-K filed on March 20, 2020).10.4#Severance Agreement between CRA International, Inc. and Jonathan Yellin dated March 17, 2020. (incorporated by reference to Exhibit 10.4 to our current report on Form 8-K filed on March 20, 2020).10.5#Severance Agreement between CRA International, Inc. and Daniel Mahoney dated March 17, 2020. (incorporated by reference to Exhibit 10.5 to our current report on Form 8-K filed on March 20, 2020).31.131.2 31.232.1 32.132.2 32.2101 101's’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2020,April 3, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language), as follows: (i) Condensed Consolidated Statements of Operations (unaudited) for the fiscal quarters ended April 3, 2021 and March 28, 2020, and March 30, 2019, (ii) Condensed Consolidated Statements of Comprehensive Income (unaudited) for the fiscal quarters ended April 3, 2021 and March 28, 2020, and March 30, 2019, (iii) Condensed Consolidated Balance Sheets (unaudited) as at March 28, 2020April 3, 2021 and December 30, 2019,January 2, 2021, (iv) Condensed Consolidated Statements of Cash Flows (unaudited) for the fiscal quarters ended April 3, 2021 and March 28, 2020, and March 30, 2019, (v) Condensed Consolidated Statement of Shareholders'Shareholders’ Equity (unaudited) for the fiscal quarters ended April 3, 2021 and March 28, 2020, and March 30, 2019, and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). #Management contract or compensatory plan, contract or arrangement.CRA INTERNATIONAL, INC. Date: April 30, 2020May 6, 2021
By:By:
/s/ PAUL A. MALEHPaul A. Maleh President and Chief Executive Officer Date: April 30, 2020May 6, 2021
By:By:
/s/ DANIEL K. MAHONEYDaniel K. Mahoney Chief Financial Officer, Executive Vice President
and TreasurerDate: April 30, 2020By/s/ DOUGLAS C. MILLERDouglas C. MillerVice President and Chief Accounting Officer