UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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):   February 16, 2012

CRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                                            Results of Operations and Financial Condition.

On February 16, 2012, we issued a press release reporting our financial results for our fourth quarter and year ended December 31, 2011.  A copy of the press release is set forth as Exhibit 99.1 and is incorporated by reference herein.  On February 16, 2012, we also posted on our website supplemental financial information, including prepared CFO remarks.  A copy of the supplemental financial information is set forth as Exhibit 99.2 and is incorporated by reference herein.

The information contained in Item 2.02 of this report and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Item 9.01               Financial Statements and Exhibits.

(d)  Exhibits

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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.

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Exhibit Index

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EXHIBIT 99.1

Contact:

CHARLES RIVER ASSOCIATES (CRA) ANNOUNCES FOURTH-QUARTER
AND FULL-YEAR FISCAL 2011 FINANCIAL RESULTS

Litigation and Management Consulting Drive Sequential Q4 Growth
and Increased Profitability; Company Concludes Fiscal 2011 with Year-Over-Year Improvement

BOSTON, February 16, 2012 — Charles River Associates (NASDAQ: CRAI), a worldwide leader in providing management, economic and financial consulting services, today announced fourth-quarter financial results for the 13 weeks ended December 31, 2011. Fourth-quarter 2011 revenue was $75.0 million compared with $71.0 million for the 13-week third quarter of fiscal 2011 and $75.9 million for the 12-week fourth quarter of fiscal 2010, ended November 27, 2010.  Non-GAAP revenue for the fourth quarter of 2011 was $73.1 million compared with $69.4 million for the third quarter of fiscal 2011 and $74.5 million for the 12-week fourth quarter of fiscal 2010.

Net income for the fourth quarter of fiscal 2011 was $4.4 million, or $0.42 per diluted share. This compares with net income for the third quarter of fiscal 2011 of $3.7 million, or $0.34 per diluted share, and net income of $1.8 million, or $0.17 per diluted share, for the fourth quarter of fiscal 2010. Non-GAAP net income for the fourth quarter of fiscal 2011 was $4.3 million, or $0.40 per diluted share, compared with $3.3 million, or $0.31 per diluted share, for the third quarter of fiscal 2011 and $3.7 million, or $0.35 per diluted share, for the fourth quarter of fiscal 2010.

A complete reconciliation between revenue, net income and net income per share on a GAAP and non-GAAP basis for the fourth quarters of fiscal 2011 and fiscal 2010, the third quarter of fiscal 2011, and for fiscal 2011 and fiscal 2010 is provided in the financial tables at the end of this release.

Comments on the Fourth Quarter

“We concluded fiscal 2011 with a solid fourth-quarter performance and sequential revenue growth across both our Litigation and Management Consulting businesses,” said Paul Maleh, CRA’s President and Chief Executive Officer.  “Within the Litigation business, our Competition, Finance and Life Sciences practices were standout performers in the quarter reflecting ongoing assignments and new project wins.  The performance of the Management Consulting business improved in the fourth quarter due to new engagements and growth across the portfolio.”

“The broad-based demand for our services in the quarter was evident in our utilization rate of 74%,” Maleh said. “For the second half of this fiscal year, our results were in-line with our previously announced goal of low-to-mid 70s percent utilization.  We achieved a non-GAAP operating margin of 10.0% in the fourth quarter, reaching double-digit non-GAAP operating margins in three of the four quarters of fiscal 2011.  For the full year, our non-GAAP operating margin was 9.8%.  As a result of our improved operating margin, as well as strong billing and collection efforts, our cash, cash equivalents, and short-term investments increased by nearly $22 million to $76 million as of December 31, 2011, compared with the end of the third quarter.”

Full-Year Fiscal 2011 Results

Revenue for fiscal 2011 was $305.2 million compared with $287.4 million for fiscal 2010.  Non-GAAP revenue for fiscal 2011 grew more than 6% to $299.1 million, compared with $281.0 million for fiscal 2010.

Net income for fiscal 2011 was $16.9 million, or $1.57 per diluted share, compared with fiscal 2010 net income of $2.6 million, or $0.24 per diluted share.  Non-GAAP net income in fiscal 2011 increased 82% to $17.1 million, or $1.60 per diluted share, compared with 2010 non-GAAP net income of $9.4 million, or $0.87 per diluted share.

Comments on Fiscal 2011

“Our results for fiscal 2011 reflect good momentum in generating broad-based growth across our lines of business and in benefitting from a more efficient and scalable infrastructure,” Maleh said.  “During the year, we deepened client relationships, simplified internal processes, better allocated our resources, and delivered profitable growth across the company. We concluded fiscal 2011 with more

than 6% non-GAAP annual revenue growth and an 82% year-over-year increase in non-GAAP net income. As a result, we enter fiscal 2012 in a strong position for continued profitable growth.”

Outlook

“Looking ahead, we anticipate continued revenue growth of approximately 6% for 2012, which is consistent with the growth we achieved in 2011,” Maleh said.  “While we remain cautious about our clients’ spending environment and the potential weakness in Europe, we are expecting overall demand for our services will remain relatively stable in fiscal 2012, and we are targeting a utilization rate for the full year in the low-to-mid 70s.”

“We will continue to focus on improving operating leverage across the firm.  The revenue growth we are anticipating for 2012 should help further drive our margin performance.  As a result, we currently are targeting an increase in our annual non-GAAP operating margin to approximately 11% by the fourth quarter of fiscal 2012.  With $76 million in cash and a $60 million unused credit line at the end of fiscal 2011, we believe we have significant financial flexibility to aggressively pursue consultants and acquisition opportunities that can help drive additional growth in our practices,” Maleh concluded.

Conference Call Information and Prepared CFO Remarks

CRA will host a conference call this morning at 9:00 a.m. ET to discuss its fourth-quarter fiscal 2011 financial results.  To listen to a live webcast of the call, please visit the Company’s website at http://www.crai.com prior to the event’s broadcast.  To listen to the call via telephone, dial (201) 689-8881 or (877) 709-8155.  Interested parties unable to participate in the live call may access an archived version of the webcast on CRA’s website.

In combination with this press release, CRA will be providing prepared remarks by its CFO Wayne Mackie under “Conference Call Materials” in the investor relations section on the Company’s website at http://www.crai.com.  These remarks are offered to provide the investment community with additional background on CRA’s financial results prior to the start of the conference call.

About Charles River Associates (CRA)

Charles River Associates® is a global consulting firm specializing in litigation, regulatory, and financial consulting, and management consulting. CRA advises clients on economic and financial

matters pertaining to litigation and regulatory proceedings, and guides corporations through critical business strategy and performance-related issues. Since 1965, clients have engaged CRA for its unique combination of functional expertise and industry knowledge, and for its objective solutions to complex problems. Headquartered in Boston, CRA has offices throughout North America, Europe, the Middle East, and Asia. Detailed information about Charles River Associates, a registered trade name of CRA International, Inc., is available at http://www.crai.com.

NON-GAAP FINANCIAL MEASURES

In addition to reporting its financial results in accordance with U.S. generally accepted accounting principles, or GAAP, the Company has also provided in this release non-GAAP financial information.  The Company believes the use of non-GAAP measures in addition to GAAP measures is an additional useful method for evaluating its results of operations.  The Company believes that presenting its financial results excluding certain restructuring costs, expenses related to the repurchase of its convertible bonds, and the results of the Company’s NeuCo subsidiary is important to investors and management because it is more indicative of the Company’s ongoing operating results and financial condition.  These non-GAAP financial measures should be considered in conjunction with, but not as a substitute for, the financial information presented in accordance with GAAP, and the expected results calculated in accordance with GAAP and reconciliations to those expected results should be carefully evaluated.  The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.  Specifically, for the fourth and third quarters of fiscal 2011, the Company has excluded NeuCo’s results.  For the fourth quarter of fiscal 2010 and full-year fiscal 2010 results, the Company has excluded certain restructuring costs, expenses related to bond repurchases and NeuCo’s results.  For full year fiscal 2011, the Company has excluded certain restructuring costs and NeuCo’s results.

Statements in this press release concerning the future business, operating results, estimated cost savings, 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 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 performance or results to differ materially from any forward-looking statements made by the Company include, among others, the Company’s restructuring costs and attributable annual cost savings, changes in the Company’s effective tax rate, share dilution from the Company’s stock-based compensation, dependence on key personnel, attracting and retaining qualified

consultants, dependence on outside experts, utilization rates, factors related to its completed acquisitions, including integration of personnel, clients and offices, and unanticipated expenses and liabilities, the risk of impairment write downs to the Company’s intangible assets, including goodwill, if the Company’s enterprise value declines below certain levels, risks associated with acquisitions it may make in the future, risks inherent in international operations, the performance of NeuCo, changes in accounting standards, rules and regulations, changes in the law that affect the Company’s practice areas, management of new offices, the potential loss of clients, the ability of customers to terminate the Company’s engagements on short notice, dependence on the growth of the Company’s management consulting practice, the unpredictable nature of litigation-related projects, the ability of the Company to integrate successfully new consultants into its practice, general economic conditions, intense competition, risks inherent in litigation, 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 periodic 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.

CRA INTERNATIONAL, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS INCLUDING A RECONCILIATION TO NON-GAAP RESULTS

FOR THE QUARTER ENDED DECEMBER 31, 2011 COMPARED TO THE QUARTER ENDED NOVEMBER 27, 2010

(In thousands, except per share data)

CRA INTERNATIONAL, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS INCLUDING A RECONCILIATION TO NON-GAAP RESULTS

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011 COMPARED TO THE FISCAL YEAR ENDED NOVEMBER 27, 2010

(In thousands, except per share data)

(1) The fiscal years ended December 31, 2011 and November 27, 2010 each include fifty-two weeks of operating results.

(2) During the fiscal year ended December 31, 2011, the Company incurred pre-tax expenses of $1.0 million and related income tax benefit of $0.4 million principally associated with leased office space at the former Houston, TX office.

(3) These adjustments include activity related to NeuCo in the Company’s GAAP results.

(4) During the fiscal year ended November 27, 2010, the Company incurred pre-tax expenses of $8.6 million and related income tax benefit of $2.8 million principally associated with an employee workforce reduction designed to better align staffing levels with revenue, closing the Houston, TX office, office space reductions in Boston and Chicago, and restructuring select practice areas.

(5)  During the fiscal year ended November 27, 2010, the Company repurchased $40.7 million of its convertible bonds at a discount.  Under FASB Accounting Standards Codification Topic 470-20, “Debt”, this resulted in a $0.7 million loss on a pre-tax basis.

CRA INTERNATIONAL, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS INCLUDING A RECONCILIATION TO NON-GAAP RESULTS

FOR THE QUARTER ENDED DECEMBER 31, 2011 COMPARED TO THE QUARTER ENDED OCTOBER 1, 2011

(In thousands, except per share data)

(1) The quarters ended December 31, 2011 and October 1, 2011 each include thirteen weeks of operating results.

(2) These adjustments include activity related to NeuCo in the Company’s GAAP results.

CRA INTERNATIONAL, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

EXHIBIT 99.2

CHARLES RIVER ASSOCIATES (CRA)

FOURTH QUARTER FISCAL YEAR 2011

EARNINGS ANNOUNCEMENT

PREPARED CFO REMARKS

CRA is providing a copy of prepared remarks by CFO Wayne Mackie in combination with its press release. These remarks are offered to provide the investment community with additional information on CRA’s financial results prior to the start of the conference call. As previously announced, the conference call will begin today, February 16, 2012, at 9:00 am ET.  These prepared remarks will not be read on the call.

Please note that this marks the fourth quarter that we are reporting our results using the Company’s revised fiscal year end, which shifted from the last Saturday in November to the Saturday nearest December 31. Under the new reporting schedule, each year will now have four 13-week quarters, compared with our prior schedule of reporting three 12-week quarters and one 16-week quarter.  It should be noted that we have not recast our previously reported fiscal 2010 results.  This means that our fiscal 2011 quarterly results are not directly comparable to our fiscal 2010 quarterly results.

Specifically, all comparisons of Q4 of fiscal 2011 to Q4 of fiscal 2010 are affected by the inclusion of 13 weeks in Q4 of fiscal 2011 versus 12 weeks in Q4 of fiscal 2010.  In today’s press release, we have also provided a sequential comparison to Q3 of fiscal 2011, which was 13 weeks in length.

Q4 2011 Summary (13-weeks ended December 31, 2011)

·                  Non-GAAP Revenue: $73.1 million

·                  Non-GAAP Net Income: $4.3 million, or $0.40 per diluted share

·                  Non-GAAP Operating Margin: 10.0%

·                  Utilization: 74%

·                  Cash, Cash Equivalents, and Short-term Investments: $76.1 million at December 31, 2011

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Revenue

In today’s press release, we reported Q4 GAAP revenue of $75.0 million for the 13-week period ended December 31, 2011, compared with GAAP revenue of $75.9 million for Q4 of fiscal 2010, the 12-week period ended November 27, 2010, and $71.0 million for Q3 of fiscal 2011, the 13-week period ended October 1, 2011.  GAAP revenue for Q4 of fiscal 2011 included $1.8 million from our NeuCo subsidiary.  GAAP revenue for Q4 of fiscal 2010 included $1.3 million from NeuCo and Q3 of fiscal 2011 included $1.6 million from NeuCo.

Excluding NeuCo revenue from all periods, non-GAAP revenue was $73.1 million for Q4 of fiscal 2011 compared with $74.5 million for Q4 of fiscal 2010 and $69.4 million for Q3 of fiscal 2011.  The sequential revenue growth was the result of an increase in both our Litigation and Management Consulting lines of business.  Litigation continued its steady growth performance as it has throughout 2011, and Management Consulting quickly rebounded from a disappointing third-quarter performance with growth in a number of practices.

Revenue for fiscal 2011, the fifty-two weeks ended December 31, 2011, was $305.2 million, compared with $287.4 million for the fifty-two weeks ended November 27, 2010. After adjusting for NeuCo’s impact, non-GAAP revenue for fiscal 2011 increased 6.4% to $299.1 million compared with $281.0 million for fiscal 2010.

The year-over-year annual growth in 2011 non-GAAP revenue is related to:

·                  A steady stream of engagements throughout the year,

·                  Consistent lead flow and healthy conversion rates,

·                  Growth in both our Management Consulting and Litigation lines of business, and