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8-K - 8-K - CRA INTERNATIONAL, INC.a10-1851_18k.htm
EX-99.2 - EX-99.2 - CRA INTERNATIONAL, INC.a10-1851_1ex99d2.htm

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Contact:

 

Wayne D. Mackie

Jim Buckley

Executive Vice President, CFO

Executive Vice President

Charles River Associates

Sharon Merrill Associates, Inc.

617-425-3740

617-542-5300

 

CHARLES RIVER ASSOCIATES (CRA) ANNOUNCES FOURTH-QUARTER
AND FULL-YEAR FISCAL 2009 FINANCIAL RESULTS

 

Increase in Management Consulting and International Contribution
Drive Performance in Quarter

 

BOSTON, January 14, 2010 — Charles River Associates (NASDAQ: CRAI), a worldwide leader in providing management, economic, and financial consulting services, today announced financial results for its fiscal fourth quarter, the twelve weeks ended November 28, 2009.

 

Revenue for the fourth quarter of fiscal 2009 was $74.6 million, compared with $85.6 million for the thirteen weeks ended November 29, 2008.  GAAP net income for the fourth quarter of fiscal 2009 was $2.5 million, or $0.23 per diluted share, compared with GAAP net income of $1.9 million, or $0.18 per diluted share, in the fourth quarter of fiscal 2008.

 

Non-GAAP revenue for the fourth quarter of fiscal 2009 was $72.8 million compared with $84.8 million for the thirteen weeks ended November 29, 2008.  Non-GAAP net income for the fourth quarter of fiscal 2009 was $3.8 million, or $0.35 per diluted share, compared with non-GAAP net income of $6.0 million, or $0.56 per diluted share, in the fourth quarter of fiscal 2008.

 

A complete reconciliation of revenue, net income and net income per share on a GAAP and non-GAAP basis, for the fourth quarters and full years of fiscal 2009 and fiscal 2008 is provided at the end of this release.

 

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Comments on the Fourth Quarter

 

“We concluded fiscal 2009 with a solid fourth-quarter performance,” said Paul Maleh, CRA’s President and Chief Executive Officer.  “We experienced an uptick within Management Consulting as a number of practice areas rebounded from the levels we experienced in the first half of fiscal 2009.  In particular, our Global Industrial Consulting practice produced a strong quarter, generating business across the Middle East, including the recognition of revenue that was previously deferred in that region earlier in the year.    Consequently, our international business grew considerably, accounting for 31% of our fourth-quarter revenues — well above our historical levels.”

 

“Our results also were supported by a strong contribution from Marakon Associates, which we acquired in the third quarter and whose integration continues to progress smoothly,” Maleh said.  “Marakon performed on plan and is proving to be a great source of collaboration among our combined personnel.”

 

“We continued to take steps in the fourth quarter to further improve our efficiency and streamline our cost structure,” said Maleh. “We decreased our SG&A expenses by reducing or moving several office locations in the U.S. and overseas.  Due to the actions we have taken in the past two years, we lowered our annual non-GAAP SG&A costs by nearly 22% or $19 million in fiscal 2009.”

 

Fiscal 2009 Results

 

Revenue for fiscal 2009, the fifty-two weeks ended November 28, 2009, was $301.6 million, compared with $376.8 million for the fifty-three weeks ended November 29, 2008. Net income for fiscal 2009 was $7.8 million, or $0.73 per diluted share, compared with $8.0 million, or $0.74 per diluted share, in fiscal 2008.

 

Non-GAAP revenue for fiscal 2009 was $292.8 million compared with $376.0 million for the fifty-three weeks ended November 29, 2008.  Non-GAAP net income for the full year

 

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fiscal 2009 was $12.6 million, or $1.17 per diluted share, compared with non-GAAP net income of $17.8 million, or $1.63 per diluted share, for fiscal 2008.

 

Comments on Fiscal 2009

 

“Fiscal 2009 was a challenging year, but ended with some positive momentum in certain areas of our portfolio,” Maleh said. “We took aggressive actions throughout the year, divesting some of our smaller, underperforming assets, reducing headcount, moving and reducing office space, completing a key acquisition, and beginning a new client facing strategy.  CRA has created a scalable infrastructure and we have emerged from fiscal 2009 as a leaner, more efficient, and more focused competitor.  With these efficiencies in our organization, we are poised to realize accelerated earnings growth as revenue growth returns.”

 

“With regards to Litigation, Regulatory, and Financial Consulting, we continue to see a reasonable level of activity,” said Maleh.  “However, that activity has not translated into increased revenue as many of these large cases have yet to move forward.  Our Management Consulting services are showing signs of recovering from the global economic downturn as client activity has increased and translated into revenue-generating engagements, particularly overseas.”

 

“Across our practice areas, CRA’s reputation in the marketplace remains unmatched, and we are a preferred provider for many of the services we offer,” said Maleh.  “From a financial perspective, we continue to generate a healthy operating cash flow and maintain a strong balance sheet with considerable cash resources to support our growth initiatives. While overall visibility remains limited, our near-term outlook is cautiously optimistic, and we remain positive about the long-term value of our brand and enterprise.”

 

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 and fiscal 2009 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

 

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participate in the live call may access an archived version of the webcast on CRA’s website.

 

In combination with this press release, CRA is 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)

 

Founded in 1965, Charles River Associates® is a leading global consulting firm that offers economic, financial, and business management expertise to major law firms, businesses, accounting firms, and governments. The Company’s consultants combine uncommon analytical rigor with practical experience and in-depth understanding of industries and markets. CRA is adept at handling critical, tough assignments with high-stakes outcomes. The Company’s analytical strength enables it to reach objective, factual conclusions that help clients make important business and policy decisions and resolve critical disputes. 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 revenue, non-GAAP net income, non-GAAP net income per share, and non-GAAP SG&A.  The Company believes the use of non-GAAP measures in addition to GAAP measures is an additional useful method of evaluating its results of operations.  The Company believes that presenting its financial results excluding these restructuring costs, foreign currency exchange gain/loss attributable to the liquidation of the Company’s Australia and New Zealand-based operations, gain from convertible bond repurchases, and NeuCo’s results is important to investors and management because it is more indicative of its ongoing

 

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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 fiscal 2009, the Company has excluded certain restructuring costs, the foreign exchange effect attributable to the liquidation of the Company’s Australian-based operations, gain from convertible bond repurchases, and NeuCo’s results.  For fiscal 2008, the Company excluded certain restructuring costs, the foreign exchange effects attributable to the substantial liquidation of the Company’s New Zealand-based operations, gain from convertible bond repurchases, as well as 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 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 convertible debt offering and stock-based compensation, dependence on key personnel, attracting and retaining qualified consultants, dependence on outside experts, utilization rates, factors related to its acquisitions, including integration of personnel, clients, 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,

 

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risks inherent in international operations, the performance of NeuCo, changes in accounting standards, rules and regulations, changes in the law that affect its 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 business 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 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.

 

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CRA INTERNATIONAL, INC.

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

(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Twelve Weeks Ended November 28, 2009

 

Thirteen Weeks Ended November 29, 2008

 

 

 

 

 

Adjustments to

 

Adjustments to

 

Adjustments to

 

 

 

 

 

Adjustments to

 

Adjustments to

 

Adjustments to

 

 

 

 

 

GAAP

 

GAAP Results

 

GAAP Results

 

GAAP Results

 

Non-GAAP

 

GAAP

 

GAAP Results

 

GAAP Results

 

GAAP Results

 

Non-GAAP

 

 

 

Results

 

(Restructuring) (1)

 

(Bond Buyback) (2)

 

(NeuCo) (3)

 

Results

 

Results

 

(Restructuring) (4)

 

(Bond Buyback) (6)

 

(NeuCo) (3)

 

Results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

74,582

 

$

 

$

 

$

1,785

 

$

72,797

 

$

85,623

 

$

 

$

 

$

790

 

$

84,833

 

Costs of services

 

49,966

 

24

 

 

493

 

49,449

 

56,015

 

2,309

(4)

 

204

 

53,502

 

Gross profit (loss)

 

24,616

 

(24

)

 

1,292

 

23,348

 

29,608

 

(2,309

)

 

586

 

31,331

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

18,616

 

1,785

 

 

1,484

 

15,347

 

22,251

 

1,619

(4)

 

957

 

19,675

 

Depreciation and amortization

 

2,402

 

788

 

 

98

 

1,516

 

3,112

 

992

(4)

 

294

 

1,826

 

Income (loss) from operations

 

3,598

 

(2,597

)

 

(290

)

6,485

 

4,245

 

(4,920

)

 

(665

)

9,830

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income (expense), net

 

10

 

 

282

 

(37

)

(235

)

1,020

 

(207

)(5)

1,023

 

(208

)

412

 

Income (loss) before benefit (provision) for income taxes, minority interest, and equity method investment gain (loss)

 

3,608

 

(2,597

)

282

 

(327

)

6,250

 

5,265

 

(5,127

)

1,023

 

(873

)

10,242

 

Benefit (provision) for income taxes

 

(1,111

)

1,239

 

(116

)

251

 

(2,485

)

(3,109

)

762

(4)

(423

)

802

 

(4,250

)

Income (loss) before minority interest and equity method investment gain (loss)

 

2,497

 

(1,358

)

166

 

(76

)

3,765

 

2,156

 

(4,365

)

600

 

(71

)

5,992

 

Minority interest

 

11

 

 

 

11

 

 

36

 

 

 

36

 

 

Equity method investment gain (loss), net of tax

 

 

 

 

 

 

(275

)

 

 

(275

)

 

Net income (loss)

 

$

2,508

 

$

(1,358

)

$

166

 

$

(65

)

$

3,765

 

$

1,917

 

$

(4,365

)

$

600

 

$

(310

)

$

5,992

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.24

 

 

 

 

 

 

 

$

0.35

 

$

0.18

 

 

 

 

 

 

 

$

0.57

 

Diluted

 

$

0.23

 

 

 

 

 

 

 

$

0.35

 

$

0.18

 

 

 

 

 

 

 

$

0.56

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

10,637

 

 

 

 

 

 

 

10,637

 

10,551

 

 

 

 

 

 

 

10,551

 

Diluted

 

10,768

 

 

 

 

 

 

 

10,768

 

10,681

 

 

 

 

 

 

 

10,681

 

 


(1) During the twelve weeks ended November 28, 2009, the Company incurred pre-tax expenses of $2.6 million and related income tax effect of $1.2 million associated with employee workforce reductions and office space reductions and moves.

 

(2) During the twelve weeks ended November 28, 2009, the Company repurchased $10.3 million of its convertible bonds at a discount, resulting in a $0.3 million gain on a pre-tax basis.

 

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

 

(4) During the thirteen weeks ended November 29, 2008, the Company incurred pre-tax expenses of $4.9 million associated with a series of initiatives designed to reduce the Company’s operating expenses and improve its utilization rate.  The initiatives include shutting down the Company’s Australian- based operations, divesting the Capital Projects practice, office space reductions, and employee workforce reductions.  The following is a breakdown of the $4.9 million (in thousands):

 

 

 

Cost of services

 

Selling, general
and administrative
expenses

 

Depreciation and
Amortization

 

Total

 

Employee Separation and Other Compensation

 

$

1,899

 

$

445

 

$

 

$

2,344

 

Office Space Reductions

 

 

388

 

992

 

1,380

 

Australia and Capital Projects Practice Divestiture

 

410

 

786

 

 

1,196

 

Total

 

$

2,309

 

$

1,619

 

$

992

 

$

4,920

 

 

(5) During the thirteen weeks ended November 29, 2008, the Company recognized $0.2 million in foreign currency exchange loss related to the liquidation of the Company’s New Zealand-based operations.

 

(6) During the thirteen weeks ended November 29, 2008, the Company repurchased $10.2 million of its convertible bonds at a discount, resulting in a $1.0 million gain on a pre-tax basis.

 

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CRA INTERNATIONAL, INC.

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

(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fifty-two Weeks Ended November 28, 2009

 

Fifty-three Weeks Ended November 29, 2008

 

 

 

 

 

Adjustments to

 

Adjustments to

 

Adjustments to

 

 

 

 

 

 

 

Adjustments to

 

Adjustments to

 

 

 

 

 

GAAP

 

GAAP Results

 

GAAP Results

 

GAAP Results

 

Non-GAAP

 

GAAP

 

Adjustments to

 

GAAP Results

 

GAAP Results

 

Non-GAAP

 

 

 

Results

 

(Restructuring)

 

(Bond Buyback) (3)

 

(NeuCo) (4)

 

Results

 

Results

 

GAAP Results

 

(Bond Buyback) (7)

 

(NeuCo) (4)

 

Results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

301,639

 

$

 

$

 

$

8,861

 

$

292,778

 

$

376,751

 

$

 

$

 

$

790

 

$

375,961

 

Costs of services

 

199,861

 

1,968

(1)

 

3,980

 

193,913

 

251,263

 

5,219

(5)

 

204

 

245,840

 

Gross profit (loss)

 

101,778

 

(1,968

)

 

4,881

 

98,865

 

125,488

 

(5,219

)

 

586

 

130,121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

76,124

 

3,069

(1)

 

5,382

 

67,673

 

92,797

 

5,373

(5)

 

957

 

86,467

 

Depreciation and amortization

 

8,521

 

788

(1)

 

567

 

7,166

 

12,699

 

3,688

(5)

 

294

 

8,717

 

Income (loss) from operations

 

17,133

 

(5,825

)

 

(1,068

)

24,026

 

19,992

 

(14,280

)

 

(665

)

34,937

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income (expense), net

 

(1,843

)

(390

)(2)

580

 

(153

)

(1,880

)

2,121

 

465

(6)

1,023

 

(208

)

841

 

Income (loss) before benefit (provision) for income taxes, minority interest, and equity method investment gain (loss)

 

15,290

 

(6,215

)

580

 

(1,221

)

22,146

 

22,113

 

(13,815

)

1,023

 

(873

)

35,778

 

Benefit (provision) for income taxes

 

(8,090

)

1,967

(1)

(238

)

(243

)

(9,576

)

(13,761

)

3,831

(5)

(423

)

802

 

(17,971

)

Income (loss) before minority interest and equity method investment gain (loss)

 

7,200

 

(4,248

)

342

 

(1,464

)

12,570

 

8,352

 

(9,984

)

600

 

(71

)

17,807

 

Minority interest

 

617

 

 

 

617

 

 

36

 

 

 

36

 

 

Equity method investment gain (loss), net of tax

 

 

 

 

 

 

(363

)

 

 

(363

)

 

Net income (loss)

 

$

7,817

 

$

(4,248

)

$

342

 

$

(847

)

$

12,570

 

$

8,025

 

$

(9,984

)

$

600

 

$

(398

)

$

17,807

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.74

 

 

 

 

 

 

 

$

1.18

 

$

0.76

 

 

 

 

 

 

 

$

1.68

 

Diluted

 

$

0.73

 

 

 

 

 

 

 

$

1.17

 

$

0.74

 

 

 

 

 

 

 

$

1.63

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

10,608

 

 

 

 

 

 

 

10,608

 

10,610

 

 

 

 

 

 

 

10,610

 

Diluted

 

10,718

 

 

 

 

 

 

 

10,718

 

10,904

 

 

 

 

 

 

 

10,904

 

 


(1) During the fifty-two weeks ended November 28, 2009, the Company incurred pre-tax expenses of $5.8 million and related income tax effect of $2.0 million associated principally with employee workforce reductions and office space reductions and moves designed to reduce the Company’s operating expenses and improve its utilization rate.

 

(2) During the fifty-two weeks ended November 28, 2009, the Company recognized $0.4 million in foreign currency exchange loss related to the liquidation of the Company’s Australian-based operations.

 

(3) During the fifty-two weeks ended November 28, 2009, the Company repurchased $17.3 million of its convertible bonds at a discount, resulting in a $0.6 million gain on a pre-tax basis.

 

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

 

(5) During the fifty-three weeks ended November 29, 2008, the Company incurred pre-tax expenses of $14.3 million associated with a series of initiatives designed to reduce the Company’s operating expenses and improve its utilization rate.  The initiatives included divesting or shutting down the majority of the Company’s Australian and New Zealand-based operations, divesting the Capital Projects practice, office space reductions, and employee workforce reductions.  The following is a breakdown of the $14.3 million (in thousands):

 

 

 

Cost of services

 

Selling, general
and
administrative
expenses

 

Depreciation and
amortization

 

Total

 

Employee Separation and Other Compensation

 

$

4,320

 

$

801

 

$

 

$

5,121

 

Office Space Reductions

 

 

3,109

 

2,842

 

5,951

 

Australia/New Zealand and Capital Projects Practice Divestitures

 

899

 

1,463

 

846

 

3,208

 

Total

 

$

5,219

 

$

5,373

 

$

3,688

 

$

14,280

 

 

(6) During the fifty-three weeks ended November 29, 2008, the Company recognized $0.5 million in foreign currency exchange gain related to the substantial liquidation of the Company’s New Zealand-based operations.

 

(7) During the fifty-three weeks ended November 29, 2008, the Company repurchased $10.2 million of its convertible bonds at a discount, resulting in a $1.0 million gain on a pre-tax basis.

 

2



 

CRA INTERNATIONAL, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

 

 

November 28,

 

November 29,

 

 

 

2009

 

2008

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents and short-term investments

 

$

106,484

 

$

119,313

 

Accounts receivable and unbilled, net

 

88,222

 

101,247

 

Other current assets

 

35,076

 

32,555

 

Total current assets

 

229,782

 

253,115

 

 

 

 

 

 

 

Property and equipment, net

 

19,050

 

23,715

 

Goodwill and intangible assets, net

 

148,126

 

145,144

 

Other assets

 

25,172

 

22,691

 

Total assets

 

$

422,130

 

$

444,665

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

Current liabilities

 

$

79,092

 

$

110,018

 

Long-term liabilities

 

90,141

 

100,245

 

Total liabilities

 

169,233

 

210,263

 

 

 

 

 

 

 

Total shareholders’ equity

 

252,897

 

234,402

 

Total liabilities and shareholders’ equity

 

$

422,130

 

$

444,665

 

 

5