UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| Date of Report (date of earliest event reported): | June 12, 2003 | |
| CHARLES RIVER ASSOCIATES INCORPORATED |
| (Exact name of registrant as specified in its charter) |
| Massachusetts | 000-24049 | 04-2372210 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS employer identification no.) |
| 200 Clarendon Street, Boston, Massachusetts | 02116 | |
| (Address of principal executive offices) | (Zip code) |
| Registrant's telephone number, including area code: | (617) 425-3000 | |
| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
| (c) | Exhibits |
| Number | Description | |
| 99.1 | Press release dated June 12, 2003 |
Item 9. Regulation FD Disclosure.
The following information (including the exhibit listed in Item 7) is furnished under this Item 9 solely in satisfaction of Item 12, “Results of Operations and Financial Condition” in accordance with interim procedures promulgated by the Securities and Exchange Commission in Release No. 33-8216.
On June 12, 2003, we issued a press release reporting our financial results for our fiscal quarter ended May 16, 2003. A copy of the press release is set forth as Exhibit 99.1 and is incorporated by reference herein.
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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.
| CHARLES RIVER ASSOCIATES INCORPORATED | ||||
| Dated: June 12, 2003 | By: | /s/ James C. Burrows James C. Burrows President and Chief Executive Officer |
||
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EXHIBIT INDEX
| Number | Description | |
| 99.1 | Press release dated June 12, 2003 |
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. . . FOR IMMEDIATE RELEASE CONTACT: Phil Cooper Jim Buckley Executive Vice President, Chief Financial Officer Executive Vice President Charles River Associates Incorporated Sharon Merrill Associates, Inc. 617-425-3700 617-542-5300 CHARLES RIVER ASSOCIATES REPORTS SECOND-QUARTER FINANCIAL RESULTS Revenue and Net Income Increase More Than 40 Percent Year-Over-Year BOSTON, June 12, 2003 -- Charles River Associates Incorporated (NASDAQ: CRAI), an internationally known leader in providing economic, financial and management consulting services, today reported financial results for the fiscal 2003 second quarter, ended May 16, 2003. Revenues for the second quarter of fiscal 2003 increased 43.7 percent to $40.2 million, compared with revenues of $28.0 million for the second quarter of fiscal 2002. Net income for the second quarter of fiscal 2003 increased 40.9 percent to $2.8 million, or $0.30 per share on a diluted basis, from net income of $2.0 million, or $0.22 per share on a dilute basis, for the second quarter of fiscal 2002. Revenues for the first two quarters of fiscal 2003 were $75.0 million, a 43.7 percent increase from $52.2 million in the same period in the previous year. This increase reflects two full quarters of contribution from the Chemicals and Energy practice CRA acquired from the then Arthur D. Little corporation (now known as Dehon, Inc.(1)). The first two quarters of fiscal 2002 include the results of this acquisition beginning April 29, 2002, twelve days prior to the end of CRA's second quarter. Net income for the first two quarters of fiscal 2003 was $5.0 million, or $0.54 per share on a diluted basis, a 41.0 percent increase from $3.6 million, or $0.38 per share on a diluted basis, in the first two quarters of fiscal 2002. COMMENTS ON THE SECOND QUARTER "Our second-quarter performance surpassed our expectations," said James C. Burrows, CRA's president and CEO. "CRA's strong second-quarter performance demonstrates the strength and diversity of our business consulting and litigation practices, many of which experienced robust demand in the quarter. Our Energy & Environment, Finance, Competition, and Metals & Minerals practices were particularly strong. -more- - ---------------- (1) The "Arthur D. Little" and "ADL" trademarks were purchased by a third party.
CHARLES RIVER ASSOCIATES/2 "We also made continued progress in the second quarter on two of our key operational initiatives for 2003 -- raising margins and improving utilization. CRA's operating margin increased more than two percentage points year-over-year, from 9.3 percent to 11.5 percent. This improvement speaks to the success of our expense control initiatives, as we achieved a healthy decrease in SG&A as a percentage of total revenue in the second quarter. Second-quarter utilization was 73.5 percent, up from 71 percent in the first quarter of 2003. Due to the impending summer holiday season, our focus in the third quarter will be on maintaining utilization at least at this level," continued Burrows. CONFERENCE CALL WEBCAST INFORMATION To listen to a live audio Webcast of CRA's second-quarter fiscal 2003 financial results conference call, visit the Company's Web page at www.crai.com. The conference call begins at 11:00 a.m. ET today. A replay of the call also will be available on the Company's Web site. ABOUT CRA Founded in 1965, Charles River Associates is an economics, finance, and business consulting firm that works with businesses, law firms, accounting firms, and governments in providing a wide range of services. CRA combines economic and financial analysis with expertise in litigation and regulation support, business strategy and planning, market and demand forecasting, policy analysis, and engineering and technology management. CRA is distinguished by a corporate philosophy of providing responsive, top-quality consulting; an interdisciplinary team approach; unsurpassed economic, financial, and other analytic skills; and pragmatic business insights. In addition to its corporate headquarters in Boston and international offices in Brussels, Dubai, London, Melbourne, Mexico City, Toronto, and Wellington, CRA also has U.S. offices in College Station, Houston, Los Angeles, Oakland, Palo Alto, Philadelphia, Salt Lake City, and Washington, D.C. More information about the Company can be found on its Web site at www.crai.com. -more-
CHARLES RIVER ASSOCIATES/3 Statements in this press release concerning the future business, operating results, and financial condition of the Company and statements using the terms "anticipates," "believes," "expects," "should," or similar expressions, are "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, those related to CRA's ability to maintain its utilization at second-quarter levels. Such statements are based upon management's current expectations and are subject to a number of factors and uncertainties. Information contained in these forward-looking statements is inherently uncertain and actual performance and results may differ materially due to many important factors. Such factors that could cause actual results to differ materially from any forward-looking statements made by the Company include, among others, dependence on key personnel, attracting and retaining qualified consultants, dependence on outside experts, utilization rates, risks inherent in international operations, NeuCo's performance, management of new offices, dependence on growth of the Company's business consulting practice, the ability of the Company to successfully integrate new consultants into its practice, intense competition, and professional liability. Further information on these and other potential factors that could affect the Company's financial results is included in the Company's filings with the Securities and Exchange Commission. The Company cannot guarantee any future results, levels of activity, performance or achievement. The Company undertakes no obligation to update any of its forward-looking statements after the date of this press release. The consolidated statements of income and consolidated balance sheets are attached. -more-
CHARLES RIVER ASSOCIATES INCORPORATED CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA) TWELVE TWELVE TWENTY-FOUR TWENTY-FOUR WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED ----------- ----------- ----------- ----------- MAY 10, MAY 16, MAY 10, MAY 16, 2002 2003 2002 2003 ----------- ----------- ----------- ----------- Revenues $ 28,016 $ 40,245 $ 52,218 $ 75,030 Costs of services 17,266 25,261 31,943 46,959 -------- -------- -------- -------- Gross profit 10,750 14,984 20,275 28,071 Selling, general and administrative 8,148 10,349 15,060 19,610 -------- -------- -------- -------- Income from operations 2,602 4,635 5,215 8,461 Interest and other income (expense), net 109 193 217 187 -------- -------- -------- -------- Income before provision for income taxes and minority interest 2,711 4,828 5,432 8,648 Provision for income taxes (1,052) (2,017) (2,181) (3,589) -------- -------- -------- -------- Income before minority interest 1,659 2,811 3,251 5,059 Minority interest 344 11 316 (30) -------- -------- -------- -------- Net income $ 2,003 $ 2,822 $ 3,567 $ 5,029 ======== ======== ======== ======== Net income per share: Basic $ 0.22 $ 0.31 $ 0.39 $ 0.56 ======== ======== ======== ======== Diluted $ 0.22 $ 0.30 $ 0.38 $ 0.54 ======== ======== ======== ======== Weighted average number of shares outstanding: Basic 9,043 9,019 9,046 9,015 ======== ======== ======== ======== Diluted 9,249 9,343 9,301 9,260 ======== ======== ======== ======== CHARLES RIVER ASSOCIATES INCORPORATED CONSOLIDATED BALANCE SHEETS (In thousands) Nov. 30, May 16, 2002 2003 -------- -------- Assets Cash, cash equivalents and short-term investments $ 18,998 $ 23,345 Accounts receivable and unbilled, net 41,906 47,477 Other current assets 3,902 4,500 -------- -------- Total current assets 64,806 75,322 Property and equipment, net 9,397 11,126 Goodwill and intangible assets, net 26,476 26,156 Long-term investments 5,348 4,951 Other assets 3,142 2,716 -------- -------- Total assets $109,169 $120,271 ======== ======== Liabilities and stockholders' equity Current liabilities $ 27,097 $ 31,835 Long-term liabilities 3,714 4,600 -------- -------- Total liabilities 30,811 36,435 Total stockholders' equity 78,358 83,836 -------- -------- Total liabilities and stockholders' equity $109,169 $120,271 ======== ========