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 15, 2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02                                           Results of Operations and Financial Condition.

On February 15, 2018, we issued a press release reporting our financial results for our fiscal quarter ended December 30, 2017. A copy of the press release is set forth as Exhibit 99.1 and is incorporated by reference herein. On February 15, 2018, 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 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 7.01                                           Regulation FD Disclosure.

On February 15, 2018, we announced that our board of directors declared a quarterly cash dividend on our common stock of $0.17 per share to be paid on March 16, 2018 to all shareholders of record as of February 27, 2018. A copy of the press release is set forth as Exhibit 99.3 and is incorporated by reference herein.

The information contained in Item 7.01 of this report and Exhibit 99.3 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Item 8.01                                           Other Events.

On February 15, 2018, we announced that our board of directors authorized an expansion to our existing share repurchase program of an additional $20.0 million of outstanding shares of our common stock.

Item 9.01                                           Financial Statements and Exhibits.

(d)  Exhibits

2

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.

3

Exhibit 99.1

FINAL FOR RELEASE

CHARLES RIVER ASSOCIATES (CRA) REPORTS
 FOURTH-QUARTER AND FULL-YEAR 2017 FINANCIAL RESULTS

Fourth-Quarter Revenue Growth of 22% Year over Year Driven by Strong Results Across Services and Geographies

Board Expands Share Repurchase Authorization by $20 Million

BOSTON, February 15, 2018 — Charles River Associates (NASDAQ: CRAI), a worldwide leader in providing economic, financial and management consulting services, today announced financial results for the fiscal fourth quarter and year ended December 30, 2017.

“We ended fiscal 2017 with continued strong performance across our entire portfolio,” said Paul Maleh, CRA’s President and Chief Executive Officer. “For the fourth quarter, legal and regulatory services grew more than 10% and management consulting services grew more than 50% year over year, largely aided by the contributions from our acquired C1 business. More specifically, our performance was driven by double-digit revenue growth in our Energy, Forensic Services, Labor & Employment, Life Sciences and Marakon practices, with solid contributions from our Antitrust & Competition Economics and Finance practices. We also experienced strength across geographies, with North American operations growing nearly 15% and European operations growing more than 50% year over year.”

Key Fourth-Quarter Fiscal 2017 Highlights

·                  Revenue grew 22% year over year to $97.0 million, driven by an increase in companywide utilization to 75% compared with 71% in the fourth quarter of fiscal 2016 and quarter-end headcount growth of 17%.

·                  GAAP net loss was $2.3 million, or 2.3% of revenue, or a loss of $0.28 per diluted share for a decrease of 210% year over year. Excluding the effects of valuation changes to contingent consideration liabilities, consideration paid in connection with the IQVIA transaction and the estimated impact of the Tax Cuts and Jobs Act (“Tax Act”), non-GAAP net income

1

increased 183% year over year to $5.9 million, or 6.1% of non-GAAP revenue, or $0.70 per diluted share.

·                  Non-GAAP Adjusted EBITDA grew 23% year over year to $15.8 million, or 16.3% of non-GAAP revenue.

Key Full-Year Fiscal 2017 Highlights

·                  GAAP and non-GAAP revenue were up 14% year over year to $370.1 million with companywide utilization unchanged at 74%.

·                  GAAP net income was $7.6 million, or 2.1% of revenue, or $0.89 per diluted share; non-GAAP net income was $16.4 million, or 4.4% of non-GAAP revenue, or $1.91 per diluted share. The difference is largely due to the effects of valuation changes to contingent consideration liabilities, consideration paid in connection with the IQVIA transaction, and the estimated impact of the Tax Act.

·                  Non-GAAP Adjusted EBITDA grew to $59.9 million, or 16.2% of non-GAAP revenue.

·                  On a constant currency basis relative to fiscal 2016, GAAP and non-GAAP revenue would have been higher by approximately $2.5 million, while GAAP and non-GAAP net income, earnings per diluted share, and Adjusted EBITDA would have been higher by approximately $0.6 million, $0.07 per diluted share and $0.8 million, respectively.

·                  For fiscal 2017, CRA returned $24.6 million of capital to its shareholders, consisting of $5.1 million of dividend payments and $19.5 million for share repurchases of approximately 555,000 shares, at an average price of approximately $35.23 per share. This compares with $20.3 million of capital returned to CRA shareholders during fiscal 2016, consisting of $1.2 million of dividend payments and $19.1 million for share repurchases.

Management Commentary

“We again enjoyed broad-based contributions during the fourth quarter, balanced between organic and inorganic growth,” Maleh said. “Fourth quarter of fiscal 2017 non-GAAP revenue and non-GAAP Adjusted EBITDA grew 22% and 23%, respectively, year over year, and non-GAAP net income nearly tripled relative to the fourth quarter of last year, due to our strong performance and the tax benefits associated with our continued stock appreciation.

“For 2017, we exceeded our non-GAAP revenue guidance of $360 million to $370 million and achieved our non-GAAP Adjusted EBITDA margin guidance in the range of 15.8% to 16.6%, both on a constant currency basis relative to fiscal 2016. To summarize, fiscal year 2017 non-GAAP

2

revenue on a constant currency basis is $372.6 million, consisting of $370.1 million of reported results and a $2.5 million adjustment for currency headwinds. Full-year non-GAAP Adjusted EBITDA on a constant currency basis is $60.7 million, consisting of $59.9 million of reported results and a $0.8 million adjustment for currency headwinds, resulting in a non-GAAP Adjusted EBITDA margin of 16.3% on a constant currency basis.”

Outlook and Financial Guidance

“In 2018, we look to build on our trend of broad-based, profitable growth. For full-year fiscal 2018, on a constant currency basis relative to fiscal 2017, CRA expects revenue in the range of $380 million to $392 million and non-GAAP EBITDA margin in the range of 8.8% to 9.8%. Given the change to our guidance profit metric from non-GAAP Adjusted EBITDA margin to non-GAAP EBITDA margin, for reference purposes, our non-GAAP EBITDA margins in fiscal years 2015, 2016 and 2017 were 8.1%, 8.4% and 9.0%, respectively. While we are pleased with CRA’s strong performance in 2017, we remain mindful that short-term challenges arising from the integration of new colleagues and uncertainties around global economic and political conditions can affect our business,” Maleh concluded.

CRA does not provide reconciliations of its annual non-GAAP EBITDA margin guidance to net income because CRA is unable to estimate with reasonable certainty the revaluation of contingent consideration liabilities, unusual gains or charges, foreign currency exchange rates, and the resulting effect of these items on CRA’s taxes without unreasonable effort. These items are uncertain, depend on various factors, and may have a material effect on CRA’s results computed in accordance with GAAP. A reconciliation between the historical GAAP and non-GAAP financial measures presented in this release is provided in the financial tables at the end of this release.

Share Repurchase Expansion and Quarterly Dividend

CRA also announced today that its Board of Directors has authorized an expanded share repurchase program of an additional $20 million of CRA’s common stock, in addition to the approximately $9.5 million remaining under its existing share repurchase program. CRA may repurchase shares in the open market or in privately negotiated transactions in accordance with applicable insider trading and other securities laws and regulations. The timing, amount and extent to which CRA repurchases shares will depend upon market conditions and other factors it may consider in its sole discretion.

In connection with this expanded share repurchase program, CRA’s Board of Directors has authorized the Company in its discretion to adopt a Rule 10b5-1 plan covering some or all of these

3

repurchases. Any such plan would allow CRA to repurchase its shares at times when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods.

On February 14, 2018, CRA’s Board of Directors declared a quarterly cash dividend of $0.17 per common share, payable on March 16, 2018 to shareholders of record as of February 27, 2018. The Company expects to continue paying quarterly dividends, the declaration, timing and amounts of which remain subject to the discretion of CRA’s Board of Directors.

Conference Call Information and Prepared CFO Remarks

CRA will host a conference call today at 10:00 a.m. ET to discuss its fourth-quarter and fiscal year 2017 financial results. To listen to the live call, please visit the “Investor Relations” section of CRA’s website at http://www.crai.com, or dial (877) 709-8155 or (201) 689-8881. An archived version of the webcast will be available on CRA’s website for one year.

In combination with this press release, CRA has posted prepared remarks by its CFO Chad Holmes under “Conference Call Materials” in the “Investor Relations” section on CRA’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 economic, financial, and management consulting services. CRA advises clients on economic and financial matters pertaining to litigation and regulatory proceedings, and guides corporations through critical business strategy and performance-related issues. Since 1965, clients have engaged CRA for its unique combination of functional expertise and industry knowledge, and for its objective solutions to complex problems. Headquartered in Boston, CRA has offices throughout the world. Detailed information about Charles River Associates, a registered trade name of CRA International, Inc., is available at www.crai.com. Follow us on LinkedIn, Twitter, and Facebook.

NON-GAAP FINANCIAL MEASURES

In addition to reporting its financial results in accordance with U.S. generally accepted accounting principles, or GAAP, CRA has also provided in this release non-GAAP financial information. CRA believes that the use of non-GAAP measures in addition to GAAP measures is a useful method of evaluating its results of operations. CRA believes that presenting its financial results excluding the

4

results of GNU123 Liquidating Corporation (“GNU”), certain non-cash and/or non-recurring charges, and the other items identified below, and including presentations of non-GAAP EBITDA and Adjusted EBITDA and comparisons on a constant currency basis, are important to investors and management because they are more indicative of CRA’s ongoing operating results and financial condition. CRA also uses these non-GAAP measures in its budgeting process, as performance criteria for some of its performance-based compensation, and in loan covenants. 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 results calculated in accordance with GAAP and reconciliations to those results should be carefully evaluated. The non-GAAP financial measures used by CRA may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. Specifically for the fourth quarter of fiscal 2017, and the 2017 fiscal year, CRA has excluded GNU’s results, the effects of valuation changes to contingent consideration liabilities, consideration paid in connection with the IQVIA transaction, and the estimated impact of the Tax Act; and for the fourth quarter of 2016 and the full-year fiscal 2016, CRA has excluded GNU’s results and the effects of valuation changes to contingent consideration liabilities. Also, in calculating “Adjusted EBITDA” from net income (loss) attributable to CRA for these fiscal periods and for purposes of the full-year fiscal 2017 guidance for non-GAAP Adjusted EBITDA margin, CRA has excluded net income (loss) attributable to noncontrolling interests (net of tax); interest expense, net; provision for income taxes; goodwill impairment charges; other (income) expense, net; and the following non-cash expenses: depreciation and amortization, share-based compensation expenses, and amortization of forgivable loans. Finally, in calculating “EBITDA” for purposes of the full-year fiscal 2018 guidance for non-GAAP EBITDA margin, CRA has excluded net income (loss) attributable to noncontrolling interests (net of tax); interest expense, net; provision for income taxes; and depreciation and amortization.

Finally, CRA believes that fluctuations in foreign currency exchange rates can significantly affect its financial results. Therefore, CRA provides a constant currency presentation to supplement disclosures regarding its results of operations and performance. CRA calculates constant currency amounts by converting its applicable fiscal period local currency financial results using the prior fiscal year’s corresponding period exchange rates. CRA has presented in this press release its GAAP and non-GAAP revenue, net income, earnings per diluted share, and Adjusted EBITDA, and its Adjusted EBITDA margin, for fiscal 2017 on a constant currency basis relative to fiscal 2016,

5

and its guidance for full-year fiscal 2018 revenue and non-GAAP EBITDA margin on a constant currency basis relative to fiscal 2017.

SAFE HARBOR STATEMENT

Statements in this press release concerning our future business, operating results and financial condition, including those concerning guidance on future revenue and non-GAAP EBITDA margin, the implied continuation of any current commitment, strength, confidence, ability, expectation or trend, the implied continuation of the payment of any regular quarterly dividend, the timing or amount of any share repurchases, and statements using the terms “expect,” “look,” “trend,” or similar expressions, are “forward-looking” statements as defined in Section 21 of the Exchange Act. These statements are based upon our current expectations and various underlying assumptions. Although we believe there is a reasonable basis for these statements and assumptions, and these statements are expressed in good faith, these statements are subject to a number of additional factors and uncertainties. Our actual revenue and non-GAAP EBITDA margin in fiscal 2018 on a constant currency basis relative to fiscal 2017 could differ materially from the guidance presented herein, and our actual performance and results may differ materially from the performance and results contained in or implied by the other forward-looking statements made herein, due to many important factors. These factors include, but are not limited to, the possibility that the demand for our services may decline as a result of changes in general and industry specific economic conditions; the timing of engagements for our services; the effects of competitive services and pricing; our ability to attract and retain key employee or non-employee experts; the inability to integrate and utilize existing consultants and personnel; the decline or reduction in project work or activity; global economic conditions including less stable political and economic environments; foreign currency exchange rate fluctuations; unanticipated expenses and liabilities; risks inherent in international operations; changes in tax law or accounting standards, rules, and regulations; our ability to collect on forgivable loans should any become due; and professional and other legal liability or settlements. Additional risks and uncertainties are discussed in our periodic filings with the Securities and Exchange Commission under the heading “Risk Factors.” The inclusion of such forward-looking information should not be regarded as our representation that the future events, plans, or expectations contemplated will be achieved. We undertake no obligation to update any forward-looking statements after the date of this press release, and we do not intend to do so.

6

CRA INTERNATIONAL, INC.

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

FOR THE QUARTER ENDED DECEMBER 30, 2017 COMPARED TO THE QUARTER ENDED DECEMBER 31, 2016

(In thousands, except per share data)

(a) For the quarter ended December 30, 2017, the Treasury Stock method was utilized for diluted EPS given the net loss attributable to CRA International, Inc.

(1) These adjustments relate principally to valuation changes in contingent consideration, as well as activity from GNU123 Liquidating Corporation (“GNU”).

(2) These adjustments include consideration paid in connection with the IQVIA transaction.

(3) Amount represents the estimated impact of the Tax Cuts and Jobs Act (“Tax Act”), which may change as additional guidance and information become available.

CRA INTERNATIONAL, INC.

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

FOR THE YEAR-TO-DATE PERIOD ENDED DECEMBER 30, 2017 COMPARED TO THE YEAR-TO-DATE PERIOD ENDED DECEMBER 31, 2016

(In thousands, except per share data)

(1) These adjustments relate principally to valuation changes in contingent consideration, and certain 2017 impairment charges, as well as activity from GNU123 Liquidating Corporation (“GNU”).

(2) These adjustments include consideration paid in connection with the IQVIA transaction.

(3) Amount represents the estimated impact of the Tax Cuts and Jobs Act (“Tax Act”), which may change as additional guidance and information become available.

CRA INTERNATIONAL, INC.

UNAUDITED ADJUSTED EBITDA INCLUDING A RECONCILIATION TO NON-GAAP ADJUSTED EBITDA

FOR THE FISCAL QUARTER ENDED DECEMBER 30, 2017 COMPARED TO THE FISCAL QUARTER ENDED DECEMBER 31, 2016

(In thousands)

(1) These adjustments relate principally to valuation changes in contingent consideration, and certain Q2 2017 impairment charges, as well as activity from GNU123 Liquidating Corporation (“GNU”).

(2) These adjustments include consideration paid in connection with the IQVIA transaction.

(3) Amount represents the estimated impact of the Tax Cuts and Jobs Act (“Tax Act”), which may change as additional guidance and information become available.

CRA INTERNATIONAL, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)