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CRA INTERNATIONAL, INC. - Quarter Report: 2011 April (Form 10-Q)


Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ý   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 2, 2011

or

o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-24049


CRA International, Inc.
(Exact name of registrant as specified in its charter)

Massachusetts   04-2372210
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer Identification No.)

200 Clarendon Street, T-33, Boston, MA
 
02116-5092
(Address of principal executive offices)   (Zip Code)

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


        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

  Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o
 (Do not check if a smaller reporting company)		   Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class   Outstanding at May 6, 2011
Common Stock, no par value per share   10,847,034 shares

Table of Contents

CRA International, Inc.

INDEX

PART I. FINANCIAL INFORMATION    
  ITEM 1.   Financial Statements   3
    Condensed Consolidated Statements of Operations (unaudited)—Quarters Ended April 2, 2011 and February 19, 2010 and Five-Week Transition Period Ended January 1, 2011   3
    Condensed Consolidated Balance Sheets (unaudited)—April 2, 2011, January 1, 2011 and November 27, 2010   4
    Condensed Consolidated Statements of Cash Flows (unaudited)—Quarters Ended April 2, 2011 and February 19, 2010 and Five-Week Transition Period Ended January 1, 2011   5
    Condensed Consolidated Statement of Shareholders' Equity (unaudited)—Quarter Ended April 2, 2011 and Five-Week Transition Period Ended January 1, 2011   6
    Notes to Condensed Consolidated Financial Statements (unaudited)   7
  ITEM 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations   16
  ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk   29
  ITEM 4.   Controls and Procedures   29

PART II. OTHER INFORMATION
 
 
  ITEM 1.   Legal Proceedings   30
  ITEM 1A.   Risk Factors   30
  ITEM 2.   Unregistered Sales of Equity Securities and Use of Proceeds   40
  ITEM 3.   Defaults Upon Senior Securities   41
  ITEM 4.   (Removed and Reserved)   41
  ITEM 5.   Other Information   41
  ITEM 6.   Exhibits   41
  Signatures   42

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PART I. FINANCIAL INFORMATION

ITEM 1.    Financial Statements

        


CRA International, Inc.

Condensed Consolidated Statements of Operations (unaudited)

(In thousands, except per share data)

 
   Quarter Ended   Transition Period  
 
   April 2,
2011
(13 weeks) 		  February 19,
2010
(12 weeks) 		  January 1,
2011
(5 weeks) 		 

Revenues

   $ 78,607   $ 58,846   $ 22,250  

Costs of services

     51,560     40,454     16,400  
               

Gross profit

     27,047     18,392     5,850  

Selling, general and administrative expenses

     17,828     15,794     6,144  

Depreciation and amortization

     1,299     1,258     506  
               

Income (loss) from operations

     7,920     1,340     (800 )

Interest income

     82     79     29  

Interest expense

     (392 )   (870 )   (147 )

Other expense

     (146 )   (14 )   (28 )
               

Income (loss) before (provision) benefit for income taxes

     7,464     535     (946 )

(Provision) benefit for income taxes

     (3,003 )   (436 )   288  
               

Net income (loss)

     4,461     99     (658 )

Net (income) loss attributable to noncontrolling interest, net of tax

     (26 )   167     32  
               

Net income (loss) attributable to CRA International, Inc. 

   $ 4,435   $ 266   $ (626 )
               

Net income (loss) per share attributable to CRA International, Inc.:

                    
 

Basic

   $ 0.42   $ 0.02   $ (0.06 )
               
 

Diluted

   $ 0.41   $ 0.02   $ (0.06 )
               

Weighted average number of shares outstanding:

                    
 

Basic

     10,613     10,654     10,567  
               
 

Diluted

     10,798     10,835     10,567  
               

See accompanying notes to the condensed consolidated financial statements.

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CRA International, Inc.

Condensed Consolidated Balance Sheets (unaudited)

(In thousands, except share data)

 
   April 2,
2011 		  January 1,
2011 		  November 27,
2010 		 

Assets

                    

Current assets:

                    
 

Cash and cash equivalents

   $ 50,311   $ 87,505   $ 74,218  
 

Short-term investments

     31,571     —     6,265  
 

Accounts receivable, net of allowances of $7,087 at April 2, 2011, $7,036 at January 1, 2011, and $6,946 at November 27, 2010

     57,445     55,806     59,497  
 

Unbilled services

     31,245     26,889     34,738  
 

Prepaid expenses and other assets

     11,901     10,597     11,742  
 

Deferred income taxes

     11,535     11,233     11,143  
               

Total current assets

     194,008     192,030     197,603  

Property and equipment, net

     19,215     17,618     17,745  

Goodwill

     141,973     140,681     141,166  

Intangible assets, net of accumulated amortization of $5,920 at April 2, 2011, $5,543 at January 1, 2011, and $5,470 at November 27, 2010

     3,000     3,147     3,259  

Deferred income taxes, net of current portion

     3     3     3  

Other assets

     13,958     13,886     13,923  
               

Total assets

   $ 372,157   $ 367,365   $ 373,699  
               

Liabilities and shareholders' equity

                    

Current liabilities:

                    
 

Accounts payable

   $ 10,437   $ 10,539   $ 12,856  
 

Accrued expenses

     44,036     49,358     54,420  
 

Deferred revenue and other liabilities

     9,239     6,187     5,638  
 

Deferred income taxes

     654     28     28  
 

Convertible debentures payable, net

     21,780     21,651     21,601  
 

Current portion of deferred rent

     2,485     3,080     3,106  
 

Current portion of notes payable

     450     450     450  
 

Current portion of deferred compensation

     370     204     151  
               

Total current liabilities

     89,451     91,497     98,250  

Notes payable, net of current portion

     2,094     2,069     2,211  

Deferred rent and other non-current liabilities

     9,968     11,165     10,238  

Deferred compensation

     331     98     69  

Deferred income taxes, net of current portion

     6,965     7,112     6,511  

Commitments and contingencies

                    

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; 10,644,112 shares, 10,567,052 shares, and 10,567,052 shares issued and outstanding at April 2, 2011, January 1, 2011, and November 27, 2010, respectively

     104,328     103,067     103,121  
 

Receivables from shareholders

     (1,300 )   (1,400 )   (1,561 )
 

Retained earnings

     163,184     158,749     159,375  
 

Accumulated other comprehensive loss

     (3,565 )   (5,662 )   (5,207 )
               

Total CRA International, Inc. shareholders' equity

     262,647     254,754     255,728  

Noncontrolling interest

     701     670     692  
               

Total shareholders' equity

     263,348     255,424     256,420  
               

Total liabilities and shareholders' equity

   $ 372,157   $ 367,365   $ 373,699  
               

See accompanying notes to the condensed consolidated financial statements.

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CRA International, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

(In thousands)

 
   Quarter Ended   Transition
Period 		 
 
   April 2,
2011
(13 weeks) 		  February 19,
2010
(12 weeks) 		  January 1,
2011
(5 weeks) 		 

Operating activities:

                    

Net income (loss)

   $ 4,461   $ 99   $ (658 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities, net of effect of acquired business:

                    
 

Depreciation and amortization

     1,322     1,269     652  
 

Deferred rent

     (1,862 )   (1,168 )   920  
 

Deferred income taxes

     176     569     485  
 

Share-based compensation expenses

     1,670     1,661     795  
 

Excess tax benefits from share-based compensation

     —     (45 )   —  
 

Noncash interest from discount on convertible debentures

     129     317     50  

Changes in operating assets and liabilities, exclusive of acquisitions:

                    
 

Accounts receivable

     (787 )   10,242     3,642  
 

Unbilled services

     (3,989 )   375     7,699  
 

Prepaid expenses and other assets

     (1,102 )   (46 )   324  
 

Accounts payable, accrued expenses, and other liabilities

     (2,885 )   (4,877 )   (6,372 )
               

Net cash provided by (used in) operating activities

     (2,867 )   8,396     7,537  

Investing activities:

                    

Consideration relating to acquisitions, net

     (289 )   (739 )   —  

Purchase of property and equipment

     (2,465 )   (620 )   (347 )

Purchase of investments

     (31,430 )   (33,201 )   —  

Sale of investments

     —     23,739     6,275  
               

Net cash provided by (used in) investing activities

     (34,184 )   (10,821 )   5,928  

Financing activities:

                    

Issuance of common stock, principally stock option exercises

     282     225     —  

Payments on notes payable

     —     —     (150 )

Tax withholding payment reimbursed by restricted shares

     (685 )   (535 )   —  

Excess tax benefits from share-based compensation

     —     45     —  

Repurchase of treasury stock by NeuCo, Inc. 

     (33 )   (37 )   (17 )
               

Net cash used in financing activities

     (436 )   (302 )   (167 )

Effect of foreign exchange rates on cash and cash equivalents

     293     (22 )   (11 )
               

Net increase (decrease) in cash and cash equivalents

     (37,194 )   (2,749 )   13,287  

Cash and cash equivalents at beginning of period

     87,505     82,806     74,218  
               

Cash and cash equivalents at end of period

   $ 50,311   $ 80,057   $ 87,505  
               

Supplemental cash flow information:

                    

Cash paid for income taxes

   $ 2,420   $ 114   $ 25  
               

Cash paid for interest

   $ 34   $ 944   $ 315  
               

See accompanying notes to the condensed consolidated financial statements

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CRA International, Inc.

Condensed Consolidated Statement of Shareholders' Equity (unaudited)

(In thousands, except share data)

 
   Common Stock    
    
    
   CRA
International,
Inc.
Shareholders'
Equity 		   
    
  
 
    
    
   Accumulated
Other
Comprehensive
Income (Loss) 		   
    
  
 
   Shares
Issued 		  Amount   Receivable
from
Shareholder 		  Retained
Earnings 		  Noncontrolling
Interest 		  Total
Shareholders'
Equity 		 

BALANCE AT NOVEMBER 27, 2010

     10,567,052     103,121     (1,561 )   159,375     (5,207 )   255,728     692     256,420  

Net loss

                       (626 )         (626 )   (32 )   (658 )

Foreign currency translation adjustment

     —     —     —     —     (455 )   (455 )   —     (455 )
                                         

Comprehensive loss

                       (626 )   (455 )   (1,081 )   (32 )   (1,113 )

Share-based compensation expense for employees

     —     774     —     —     —     774     —     774  

Tax deficit on stock option exercises and restricted share vesting

     —     (839 )   —     —     —     (839 )   —     (839 )

Payments received on notes receivable from shareholders

     —     —     161     —     —     161     —     161  

Share-based compensation expense for non-employees

     —     11     —     —     —     11     —     11  

Equity transactions of noncontrolling interest. 

     —     —     —     —     —     —     10     10  
                                   

BALANCE AT JANUARY 1, 2011

     10,567,052   $ 103,067   $ (1,400 ) $ 158,749   $ (5,662 ) $ 254,754   $ 670   $ 255,424  

Net income

     —     —     —     4,435     —     4,435     26     4,461  

Foreign currency translation adjustment

     —     —     —     —     2,097     2,097     —     2,097  
                                         

Comprehensive income

     —     —     —     4,435     2,097     6,532     26     6,558  

Exercise of stock options

     22,034     282     —     —     —     282     —     282  

Share-based compensation expense for employees

     —     1,639     —     —     —     1,639     —     1,639  

Restricted share vesting

     83,633     —     —     —     —     —     —     —  

Redemption of vested employee restricted shares for tax withholding

     (28,607 )   (685 )   —     —     —     (685 )   —     (685 )

Payments received on notes receivable from shareholders

     —     —     100     —     —     100     —     100  

Share-based compensation expense for non-employees

     —     25     —     —     —     25     —     25  

Equity transactions of noncontrolling interest. 

     —     —     —     —     —     —     5     5  
                                   

BALANCE AT APRIL 2, 2011

     10,644,112   $ 104,328   $ (1,300 ) $ 163,184   $ (3,565 ) $ 262,647   $ 701   $ 263,348  
                                   

See accompanying notes to the condensed consolidated financial statements.

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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Description of Business

        CRA International, Inc. (the "Company," or "CRA") 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 its services in two broad areas: litigation, regulatory and financial consulting and management consulting. CRA operates in one business segment, which is consulting services. CRA operates its business under its registered trade name, Charles River Associates.

2. Fiscal Year Change

        On December 17, 2010, the Company's Board of Directors approved a change in the Company's fiscal year end from the last Saturday in November to the Saturday nearest December 31 of each year. The fiscal year change is effective beginning with the 2011 fiscal year, which began January 2, 2011 and will end December 31, 2011. As a result of the change, the Company had a five-week transition period which began November 28, 2010 and ended January 1, 2011 ("transition period"). The audited results of the five-week transition period were presented in the Company's Annual Report on Form 10-K that was filed on February 10, 2011 and the condensed consolidated financial statements related to the transition period that are presented herein were derived from the audited consolidated financial statements included in that Annual Report. For comparative purposes, the Company has also presented certain unaudited financial information for the five weeks ended January 2, 2010 in Note 15.

        The fiscal year change was not effective until after the completion of the 2010 fiscal year. Therefore, the prior year comparative financial and other information reported in the financial statements herein continue to be presented based on the Company's prior fiscal year end calendar. The Company has not prepared financial information for the thirteen weeks ended April 3, 2010 in this Form 10-Q because the information is not practical or cost beneficial to prepare. The Company's results for the first quarter of fiscal 2011, which was the thirteen-week period ended April 2, 2011, are compared to its results for the first quarter of fiscal 2010, which was the twelve-week period ended February 19, 2010. The comparisons are affected by the inclusion of thirteen weeks in the first quarter of fiscal 2011 versus twelve weeks in the first quarter of fiscal 2010, as well as seasonality differences that result from the year-end holiday period being part of the first quarter of fiscal 2010 but not part of the first quarter of fiscal 2011.

3. Unaudited Interim Condensed Consolidated Financial Statements and Estimates

        The following financial statements included in this report are unaudited: the condensed consolidated statements of operations for the thirteen weeks ended April 2, 2011 and the twelve weeks ended February 19, 2010, the condensed consolidated balance sheet as of April 2, 2011, the condensed consolidated statements of cash flows for the thirteen weeks ended April 2, 2011 and the twelve weeks ended February 19, 2010, and the condensed consolidated statement of shareholders' equity for the thirteen weeks ended April 2, 2011. In the opinion of management, these statements include all adjustments necessary for a fair presentation of CRA's consolidated financial position, results of operations, and cash flows.

        The following financial statements included in this report were derived from audited consolidated financial statements included in the Company's Annual Report on Form 10-K that was filed on February 10, 2011: the condensed consolidated statements of operations for the five weeks ended

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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

3. Unaudited Interim Condensed Consolidated Financial Statements and Estimates (Continued)


January 1, 2011, the condensed consolidated balance sheet as of January 1, 2011 and November 27, 2010, the condensed consolidated statements of cash flows for the five weeks ended January 1, 2011, and the condensed consolidated statement of shareholders' equity for the five weeks ended January 1, 2011.

        The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. ("U.S. GAAP") requires management to make significant estimates and judgments that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates in these consolidated financial statements include, but are not limited to, accounts receivable allowances, revenue recognition on fixed price contracts, depreciation of property and equipment, share-based compensation, valuation of acquired intangible assets, impairment of long lived assets, goodwill, accrued and deferred income taxes, valuation allowances on deferred tax assets, accrued compensation, accrued exit costs, and other accrued expenses. These items are monitored and analyzed by the Company 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 those estimates if CRA's assumptions based on past experience or other assumptions do not turn out to be substantially accurate.

4. Principles of Consolidation

        The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. In addition, the consolidated financial statements include the Company's interest in NeuCo, Inc. ("NeuCo"). All significant intercompany accounts have been eliminated.

        CRA's ownership interest in NeuCo constitutes control under U.S. GAAP. Therefore, NeuCo's financial results have been consolidated with CRA and the portion of NeuCo's results allocable to its other owners is shown as "noncontrolling interest."

        NeuCo's interim reporting schedule is based on calendar month-ends, but its fiscal year end is the last Saturday of November. Prior to CRA changing its fiscal year, the first three quarters of CRA's fiscal year could have included up to a three-week reporting lag between CRA's quarter end and the most recent financial statements available from NeuCo. Starting with the new fiscal year beginning January 2, 2011, CRA's quarterly results could include a few days reporting lag between CRA's quarter end and the most recent financial statements available from NeuCo. CRA does not believe that the reporting lag will have a significant impact on CRA's consolidated statements of operations or financial condition.

5. Adoption of New Accounting Standards

Goodwill

        In December 2010, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update 2010-28, Intangibles-Goodwill and Other (Topic 350) ("ASU 2010-28"). ASU 2010-28 clarifies the requirement to test for impairment of goodwill. ASC Topic 350 requires that goodwill be

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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

5. Adoption of New Accounting Standards (Continued)


tested for impairment if the carrying amount of a reporting unit exceeds its fair value. Under ASU 2010-28, when the carrying amount of a reporting unit is zero or negative, an entity must assume that it is more likely than not that a goodwill impairment exists, perform an additional test to determine whether goodwill has been impaired and calculate the amount of that impairment. The modifications to ASC Topic 350 resulting from the issuance of ASU 2010-28 are effective for fiscal years beginning after December 15, 2010 and interim periods within those years. The adoption of the provisions of ASU 2010-28 had no effect on the Company's financial position, results of operations, or cash flows.

Business Combinations

        In December 2010, the FASB issued Accounting Standards Update 2010-29, Business Combinations (Topic 805)—Disclosure of Supplementary Pro Forma Information for Business Combinations ("ASU 2010-29"), which requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period. The amendments in ASU 2010-29 are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of the provisions of this topic had no effect on the Company's financial position, results of operations, or cash flows.

6. Cash Equivalents and Investments

        Cash equivalents consist principally of money market funds, commercial paper, bankers' acceptances, and certificates of deposit with maturities of three months or less when purchased. Short-term investments consist of Canadian government bonds and commercial paper and have maturities of more than three months and less than one year when purchased. These short-term investments are expected to be held-to-maturity and are classified as such in the accompanying condensed consolidated financial statements. The carrying amounts of these instruments classified as cash equivalents and short-term investments are stated at amortized cost, which approximates fair value. As of April 2, 2011, short-term investments included $28.5 million in commercial paper and $3.1 million in Canadian government bonds. At January 1, 2011, CRA did not hold any short-term investments. At November 27, 2010, short-term investments included $4.5 million in commercial paper and $1.8 million in Canadian government bonds.

        If a decline in fair value below the amortized cost basis of an investment is judged to be other-than-temporary, the cost basis of the investment is written down to fair value. For those investments for which the fair value of the investment is less than its amortized cost, the credit-related portion of other-than-temporary impairment losses is recognized in earnings while the noncredit-related portion is recognized in other comprehensive income, net of related taxes. The Company does not intend to sell such investments, if any, and it is more likely than not that it will not be required to sell such investments prior to the recovery of its amortized cost basis less any current period credit losses. During the first quarter of fiscal 2011, the first quarter of 2010, and the five-week transition period ended January 1, 2011, the Company did not write-down any investment balances.

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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

7. Revenue Recognition

        CRA derives substantially all of its revenues from the performance of professional services. The contracts that CRA enters into and operates under specify whether the engagement will be billed on a time-and-materials or a fixed-price basis. Most of CRA's revenue is derived from time-and-materials service contracts. Revenues from time-and-materials service contracts are recognized as services are provided based upon hours worked and contractually agreed-upon hourly rates, as well as indirect fees based upon hours worked.

        Revenues also include reimbursable expenses, which include travel and other out-of-pocket expenses, outside consultants, and other reimbursable expenses. Reimbursable expenses are as follows (in thousands):

 
   Quarter Ended   Transition Period  
 
   April 2, 2011
(13 weeks) 		  February 19, 2010
(12 weeks) 		  January 1, 2011
(5 weeks) 		 

Reimbursable expenses

   $ 10,376   $ 8,266   $ 2,936  

8. Goodwill

        In accordance with ASC Topic 350, "Intangibles—Goodwill and Other," goodwill is not subject to amortization, but is monitored at least annually for impairment, or more frequently, as necessary, if there are other indicators of impairment. For the Company's goodwill impairment analysis, the Company operates under one reporting unit. The Company completed the annual impairment test required as of fiscal 2010 and determined that there was no impairment. The Company continues to closely monitor its market capitalization.

        The changes in the carrying amount of goodwill during the five-week transition period ended January 1, 2011 and at April 2, 2011, are as follows (in thousands):

Balance at November 27, 2010

   $ 141,166  

Goodwill adjustments related to sale of Asia-Pacific based Energy practice

     (39 )

Effect of foreign currency translation and other adjustments

     (446 )
       

Balance at January 1, 2011

   $ 140,681  

Effect of foreign currency translation and other adjustments

     1,292  
       

Balance at April 2, 2011

   $ 141,973  
       

        On December 13, 2010, the Company sold its Asia-Pacific based Energy practice. The amount of goodwill allocated to the sale was approximately $39,000, which along with assets and liabilities sold, resulted in a pre-tax loss of $76,000.

9. Private Placement of Convertible Debt

        In 2004, CRA completed a private placement of $90.0 million of 2.875% convertible senior subordinated debentures due in 2034. The debentures are CRA's direct, unsecured senior subordinated obligations and rank junior in right of payment to CRA's existing bank revolving line of credit and any future secured indebtedness that CRA may designate as senior indebtedness. Pursuant to the terms of

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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

9. Private Placement of Convertible Debt (Continued)


the indenture governing the debentures, since the closing price of CRA's common stock did not equal or exceed the $50 per share contingent conversion trigger price for 20 out of the 30 consecutive trading days ended on January 1, 2011 and April 2, 2011, the market price conversion trigger was not satisfied and holders of the debentures were not able to exercise their right to convert the bonds during the first quarter of fiscal 2011 and will not be able to exercise during the second quarter of fiscal 2011. This test is repeated each fiscal quarter. To date, no conversions have occurred.

        Cumulatively to date through April 2, 2011, the Company has repurchased convertible debentures in the principal amount of $68.2 million, on the open market. The Company did not repurchase any convertible debentures during the first quarter of fiscal 2011 or the five-week transition period ended January 1, 2011. As of April 2, 2011, January 1, 2011, and November 27, 2010, the principal amount of the outstanding convertible debentures totaled $21.9 million, respectively.

        The $21.8 million convertible debt balance as of April 2, 2011 represents the principal amount of $21.9 million, net of the unamortized debt discount totaling $0.1 million. The $21.7 million convertible debt balance as of January 1, 2011, represents the principal amount of $21.9 million, net of the unamortized debt discount totaling $0.2 million. The $21.6 million convertible debt balance as of November 27, 2010, represents the principal amount of $21.9 million, net of the unamortized debt discount totaling $0.3 million. The debt discount will be amortized through the second quarter of fiscal 2011. As of April 2, 2011, January 1, 2011, and November 27, 2010, the carrying amount of the equity component of the convertible debentures was $7.7 million and was included in common stock. The fair value of the Company's convertible debentures payable based upon dealer quotes at April 2, 2011, January 1, 2011, and November 27, 2010 was approximately $21.9 million, $21.7 million, and $21.7 million respectively.

        The effective interest rates of the debentures for the first quarter of fiscal 2011, the first quarter of fiscal 2010 and the five-week transition period ended January 1, 2011 were 5.7%, 5.5% and 5.7%, respectively.

        For the first quarter of fiscal 2011, the first quarter of 2010, and the five-week transition period ended January 1, 2011, the contractual interest, amortization of prepaid debt issuance costs, and amortization of the discount, included in interest expense was $0.3 million, $0.8 million, and $0.1 million, respectively.

        CRA may elect to redeem all or any portion of the debentures on or after June 20, 2011, at a repurchase price equal to 100% of the principal amount of the debentures, plus accrued and unpaid interest. CRA may be required to repurchase all or any portion of the debentures, at the option of each holder, on June 15, 2011, June 15, 2014, June 15, 2019, June 15, 2024, and June 15, 2029, or upon certain specified fundamental changes, at a price equal to 100% of the principal amount of the debentures, plus accrued and unpaid interest. Upon a fundamental change involving a change of control of CRA, the Company may also be required to pay a make-whole premium, which in some cases could be substantial and which may be paid in cash, shares of common stock, or a combination thereof, to the holders of debentures who elect to require CRA to repurchase or convert debentures.

        The contingent interest feature included in the debenture represents an embedded derivative that must be recorded at fair value. The Company has determined that the fair value of the contingent interest feature is de minimis as of April 2, 2011, based upon economic, market and other conditions in

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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

9. Private Placement of Convertible Debt (Continued)


effect as of that date. There are no other embedded derivatives associated with the Company's convertible debentures.

        The Company has agreed with the debenture holders to reserve the maximum number of shares of common stock that may be issued upon conversion of the debentures.

        The Company has a $60.0 million revolving line of credit to mitigate the potential liquidity risk, and to provide funding if required, in the event of conversion by the debenture holders. The amounts available under the bank revolving line of credit are constrained by various financial covenants and reduced by certain letters of credit outstanding. Due to the potential redemption of the debentures as early as June 2011, CRA classified the remaining convertible debt balances as a current liability as of April 2, 2011, January 1, 2011 and November 27, 2010 in the accompanying condensed consolidated balance sheets. In addition, the line of credit gives CRA additional flexibility to meet any unforeseen financial requirements.

10. Net Income (Loss) per Share

        Basic net income (loss) per share represents net income (loss) divided by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share represents net income (loss) divided by the weighted average shares of common stock and common stock equivalents, if applicable, outstanding during the period. Common stock equivalents arise from stock options, unvested restricted shares, and shares underlying CRA's debentures using the treasury stock method. Under the treasury stock method, the amount the Company will receive for the share awards, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax benefits that would be recorded in common stock when the award becomes deductible are assumed to be used to repurchase shares at the average share price for each fiscal period. A reconciliation of basic to diluted weighted average shares of common stock outstanding is as follows (in thousands):

 
   Quarter Ended   Transition
Period 		 
 
   April 2,
2011
(13 weeks) 		  February 19,
2010
(12 weeks) 		  January 1,
2011
(5 weeks) 		 

Basic weighted average shares outstanding

     10,613     10,654     10,567  

Common stock equivalents:

                    

Stock options and restricted shares

     185     181     —  
               

Diluted weighted average shares outstanding

     10,798     10,835     10,567  
               

        Since CRA is obligated to settle the par value of the convertible debentures in cash, the Company is not required to include any shares underlying the convertible debentures in its diluted weighted average shares outstanding until the average stock price per share for the quarter exceeds the $40 conversion price and only to the extent of the additional shares CRA may be required to issue in the event CRA's conversion obligation exceeds the principal amount of the debentures converted. At such time, only the number of shares that would be issuable (under the "treasury" method of accounting for share dilution) are included, which is based upon the amount by which the average stock price exceeds

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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

10. Net Income (Loss) per Share (Continued)


the conversion price. Since the average stock price was $24.75 and $26.17 for the first quarter of fiscal 2011 and the first quarter of fiscal 2010, respectively, no common stock equivalents for shares underlying the debentures were included in the diluted weighted average shares outstanding for those quarters.

        For the first quarter of fiscal 2011 the anti-dilutive share based awards were 1,025,198. For the first quarter of fiscal 2010 the anti-dilutive share based awards were 983,192.

        For the five-week transition period ended January 1, 2011, all common stock equivalents were excluded from the calculation of diluted weighted average shares outstanding because they were anti-dilutive and amounted to 1,244,708 share based awards. The anti-dilutive share based awards include approximately 174,000 common stock equivalents that would have been included in the diluted weighted average shares outstanding if the Company had net income.

11. Comprehensive Income (Loss)

        A reconciliation of comprehensive income (loss) is as follows (in thousands):

 
   Quarter Ended   Transition
Period 		 
 
   April 2,
2011
(13 weeks) 		  February 19,
2010
(12 weeks) 		  January 1,
2011
(5 Weeks) 		 

Net income (loss)

   $ 4,461   $ 99   $ (658 )

Change in foreign currency translation

     2,097     (2,426 )   (455 )
               

Comprehensive income (loss)

   $ 6,558   $ (2,327 ) $ (1,113 )

Comprehensive (income) loss attributable to noncontrolling interest

     (26 )   167     32  
               

Comprehensive income (loss) attributable to CRA International, Inc

   $ 6,532   $ (2,160 ) $ (1,081 )
               

12. Income Taxes

        The Company's effective income tax rates were 40.2% and 81.5% for the first quarter of fiscal 2011 and the first quarter of fiscal 2010, respectively. The effective tax rate in the first quarter of fiscal 2011 was consistent with the expected statutory rate. The effective tax rate in the first quarter of fiscal 2010 was higher than the expected statutory rate primarily due to losses in foreign locations that provided no tax benefit. The effective tax rate for the five weeks ended January 1, 2011 was a benefit of 30.4% and lower than statutory rates due to foreign losses for which the Company provided no benefit, offset by a partial tax benefit from the divestiture of its Asia-Pacific based Energy practice.

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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

13. Accrued Expenses

        Accrued expenses consist of the following (in thousands):

 
   April 2,
2011 		  January 1,
2011 		  November 27,
2010 		 

Compensation and related expenses

   $ 37,259   $ 42,762   $ 47,553  

Income taxes payable

     1,374     1,185     1,165  

Accrued interest

     247     71     356  

Other

     5,156     5,340     5,346  
               

Total

   $ 44,036   $ 49,358   $ 54,420  
               

14. Restructuring Charges

        The Company did not incur any restructuring charges during the first quarter of fiscal 2011, the first quarter of fiscal 2010, or the five-week transition period ended January 1, 2011.

        The restructuring reserve balances were as follows as of April 2, 2011, January 1, 2011, and November 27, 2010 (in thousands):

 
   Office
Vacancies 		  Employee
Workforce
Reduction 		  Total
Restructuring 		 

Balance at November 27, 2010

   $ 4,803   $ 1,140   $ 5,943  

Amounts paid during the five-week transition period ended January 1, 2011

     (337 )   (126 )   (463 )

Adjustments and effect of foreign currency translation during the five-week transition period ended January 1, 2011

     10     (63 )   (53 )
               

Balance at January 1, 2011

   $ 4,476   $ 951   $ 5,427  

Amounts paid during the first quarter of fiscal 2011

     (841 )   (305 )   (1,146 )

Adjustments and effect of foreign currency translation during the first quarter of fiscal 2011

     (37 )   (294 )   (331 )
               

Balance at April 2, 2011

   $ 3,598   $ 352   $ 3,950  
               

        The restructuring reserve balance was as follows as of February 19, 2010 (in thousands):

 
   Divested
Operations 		  Office
Vacancies 		  Employee
Workforce
Reduction 		  Total
Restructuring 		 

Balance at November 28, 2009

   $ 55   $ 2,158   $ 1,266   $ 3,479  

Amounts paid during the first quarter of fiscal 2010

     —     (312 )   (141 )   (453 )

Adjustments and effect of foreign currency translation during the first quarter of fiscal 2010

     —     (20 )   (39 )   (59 )
                   

Balance at February 19, 2010

   $ 55   $ 1,826   $ 1,086   $ 2,967  
                   

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CRA International, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

15. Transition Period Financial Information

        On December 17, 2010, the Company's Board of Directors approved a change in the Company's fiscal year end from the last Saturday in November to the Saturday closest to December 31 of each year. Accordingly, the Company is presenting financial statements for the five-week transition period ended January 1, 2011. The following table provides certain comparative financial information of the same period of the prior year. The five-week periods ended January 1, 2011 and January 2, 2010, both included 35 days (in thousands, except per share data):

 
   Five Weeks Ended  
 
   January 1,
2011 		  January 2,
2010 		 

Statement of operations data:

              
 

Net revenue

   $ 22,250   $ 20,360  
 

Gross profit

     5,850     5,351  
 

Loss from operations

     (800 )   (1,490 )
 

Benefit for income taxes

     288     1,232  
 

Net loss attributable to CRA International, Inc. 

     (626 )   (358 )

Basic and diluted net loss per share attributable to CRA International, Inc. 

   $ (0.06 ) $ (0.03 )

Basic and diluted weighted average number of shares outstanding

     10,567     10,639  

 

 
   January 1,
2011 		  January 2,
2010 		 

Balance Sheet Data:

              

Working capital

   $ 100,533   $ 144,972  

Total assets

     367,365     408,363  

Convertible debt

     21,651     60,422  

Total shareholders' equity

     255,424     254,257  

16. Compensation Arrangements

        In connection with a previous acquisition, CRA has agreed to pay an award to certain employees of the acquired business if they achieve specific performance targets through fiscal 2012. Retention of amounts paid to the individual employees is contingent on their continued employment with CRA through 2016. As of April 2, 2011, based upon performance to date and expected performance in the future, the amount of the award is estimated to be approximately $12 million and is being expensed over the seven and a half year service period. The amount of the award could fluctuate depending on future performance. Any payments under this award would be made in fiscal 2013.

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ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

        Except for historical facts, the statements in this quarterly report are forward-looking statements. Forward-looking statements are merely our current predictions of future events. These statements are inherently uncertain, and actual events could differ materially from our predictions. Important factors that could cause actual events to vary from our predictions include those discussed below under the heading "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 this quarterly report and in the other documents that we file with the Securities and Exchange Commission, or SEC. You can read these documents at www.sec.gov.

        Our principal internet address is www.crai.com. Our website provides a link to a third-party website through which our annual, quarterly, and current reports, and amendments to those reports, are available free of charge. We believe these reports are made available as soon as reasonably practicable after we file them electronically with, or furnish them to, the SEC. We do not maintain or provide any information directly to the third-party website, and we do not check its accuracy.

        Our website also includes information about our corporate governance practices. The Investor Relations page of our website provides a link to a web page where you can obtain a copy of our code of ethics applicable to our principal executive officer, principal financial officer, and principal accounting officer.

Recent Events

        On December 17, 2010, our Board of Directors approved a change in our fiscal year end from the last Saturday in November to the Saturday nearest December 31 of each year. The fiscal year change was effective beginning with our 2011 fiscal year, which began January 2, 2011 and will end December 31, 2011. As a result of the change, we had a five-week period which began November 28, 2010 and ended January 1, 2011 ("transition period"). The audited results of the five-week transition period ended January 1, 2011 were presented in our Annual Report on Form 10-K as filed on February 10, 2011. For comparative analysis purposes, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" presented herein compares the results for the five-week transition period ended January 1, 2011, which were derived from the audited financial statements included in the Annual Report, to the results for the five-week comparative period ended January 2, 2010.

        The fiscal year change was not effective until after the completion of our 2010 fiscal year. Therefore, the prior year comparative financial and other information reported in the financial statements herein continue to be presented based on our prior fiscal year end calendar. We have not prepared financial information for the thirteen weeks ended April 3, 2010 in this Form 10-Q because the information is not practical or cost beneficial to prepare. Our results for the first quarter of fiscal 2011, which was the thirteen-week period ended April 2, 2011, are compared to our results for the first quarter of fiscal 2010, which was the twelve-week period ended February 19, 2010. The comparisons are affected by the inclusion of thirteen weeks in the first quarter of fiscal 2011 versus twelve weeks in the first quarter of fiscal 2010, as well as seasonality differences that result from the year-end holiday period being part of the first quarter of fiscal 2010 but not part of the first quarter of fiscal 2011.

Critical Accounting Policies and Significant Estimates

        The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. ("U.S. GAAP"). The preparation of these financial

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statements requires us to make significant estimates and judgments that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates in these condensed consolidated financial statements include, but are not limited to, accounts receivable allowances, revenue recognition on fixed price contracts, depreciation of property and equipment, share-based compensation, valuation of acquired intangible assets, impairment of long lived assets, goodwill, accrued and deferred income taxes, valuation allowances on deferred tax assets, accrued compensation, accrued exit costs, and other accrued expenses. These items are monitored and analyzed by management 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. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if our assumptions based on past experience or our other assumptions do not turn out to be substantially accurate.

        A summary of the accounting policies that we believe are most critical to understanding and evaluating our financial results is set forth below. This summary should be read in conjunction with our condensed consolidated financial statements and the related notes included in Item 1 of this quarterly report, as well as in our most recently filed annual report on Form 10-K.

        Revenue Recognition and Accounts Receivable Allowances.    We derive substantially all of our revenues from the performance of professional services. The contracts that we enter into and operate under specify whether the engagement will be billed on a time-and-materials or fixed-price basis. These engagements generally last three to six months, although some of our engagements can be much longer in duration. Each contract must be approved by one of our vice presidents.

        We recognize substantially all of our revenues under written service contracts with our clients where the fee is fixed or determinable, as the services are provided, and only in those situations where collection from the client is reasonably assured and sufficient contractual documentation has been obtained. In certain cases we provide services to our clients without sufficient contractual documentation, or fees are tied to performance-based criteria, which require us to defer revenue in accordance with U.S. GAAP. In these cases, where we invoice clients, these amounts are fully reserved until all criteria for recognizing revenue are met.

        Most of our revenue is derived from time-and-materials service contracts. Revenues from time-and-materials service contracts are recognized as the services are provided based upon hours worked and contractually agreed-upon hourly rates, as well as indirect fees based upon hours worked.

        Revenues from the majority of our fixed-price engagements are recognized on a proportional performance method based on the ratio of costs incurred, substantially all of which are labor-related, to the total estimated project costs. Project costs are based on the direct salary of the consultants on the engagement plus all direct expenses incurred to complete the engagement that are not reimbursed by the client. The proportional performance method is used since reasonably dependable estimates of the revenues and costs applicable to various stages of a contract can be made, based on historical experience and terms set forth in the contract, and are indicative of the level of benefit provided to our clients. Our fixed-price contracts generally include a termination provision that converts the agreement to a time-and-materials contract in the event of termination of the contract. Our management maintains contact with project managers to discuss the status of the projects and, for fixed-price engagements, management is updated on the budgeted costs and resources required to complete the project. These budgets are then used to calculate revenue recognition and to estimate the anticipated income or loss on the project. In the past, we have occasionally been required to commit unanticipated additional resources to complete projects, which have resulted in lower than anticipated income or losses on those contracts. We may experience similar situations in the future. Provisions for estimated

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losses on contracts are made during the period in which such losses become probable and can be reasonably estimated. To date, such losses have not been significant.

        Revenues also include reimbursable expenses, which include travel and other out-of-pocket expenses, outside consultants, and other reimbursable expenses. Reimbursable expenses are as follows (in thousands):

 
   Quarter Ended   Transition Period  
 
   April 2,
2011
(13 weeks) 		  February 19,
2010
(12 weeks) 		  January 1,
2011
(5 weeks) 		 

Reimbursable expenses

   $ 10,376   $ 8,266   $ 2,936  

        Our normal payment terms are 30 days from the invoice date. At the end of the first quarter of fiscal 2011, the first quarter of fiscal 2010, and the five-week transition period ended January 1, 2011, our average days sales outstanding, or DSOs, were 95 days, 103 days, and 93 days, respectively. We calculate DSOs by dividing the sum of our accounts receivable and unbilled services balance, net of deferred revenue, at the end of the period by average daily revenues. Average daily revenues are calculated by dividing period revenues by the number of days in the period. Our project managers and finance personnel monitor payments from our clients and assess any collection issues. We maintain accounts receivable allowances for estimated losses resulting from clients' failure to make required payments. We base our estimates on our historical collection experience, current trends, and credit policy. In determining these estimates, we examine historical write-offs of our receivables and review client accounts to identify any specific customer collection issues. If the financial condition of our customers were to deteriorate, or if disputes were to arise regarding the services provided, resulting in an impairment of their ability or intent to make payment, additional allowances may be required. A failure to estimate accurately the accounts receivable allowances and ensure that payments are received on a timely basis could have a material adverse effect on our business, financial condition, and results of operations. As of April 2, 2011, January 1, 2011, and November 27, 2010, $7.1 million, $7.0 million, and $6.9 million were provided for accounts receivable allowances, respectively.

        Share-Based Compensation Expense.    Share-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. We use the Black-Scholes option-pricing model to estimate the fair value of share-based awards. Option valuation models require the input of assumptions, including the expected life of the share-based awards, the expected stock price volatility, the risk-free interest rate, and the expected dividend yield. The expected volatility and expected life are based on our historical experience. The risk-free interest rate is based on U.S. Treasury interest rates whose term is consistent with the expected life of the share-based award. Expected dividend yield was not considered in the option pricing formula since we do not pay dividends and have no current plans to do so in the future. We will update these assumptions if changes are warranted. The forfeiture rate is based upon historical experience. We adjust the estimated forfeiture rate based upon our actual experience. In addition, we have performance based awards that are valued at the fair value of shares as of the grant date and expense is recognized based on the number of shares expected to vest under the terms of the award under which they are granted. The fair value determination requires significant assumptions, including estimating future revenues and profits.

        Valuation of Goodwill and Other Intangible Assets.    We account for our acquisitions under the purchase method of accounting. Goodwill represents the purchase price of acquired businesses in excess of the fair market value of net assets acquired. Intangible assets consist principally of non-competition agreements, which are amortized on a straight-line basis over the related estimated lives of the agreements (eight to ten years), as well as customer relationships, customer lists, developed

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technology, and trademarks, which are generally amortized on a straight-line basis over their remaining useful lives (four to ten years).

        In accordance with Accounting Standards Codification ("ASC") Topic 350, "Intangibles-Goodwill and Other," goodwill and intangible assets with indefinite lives are not subject to amortization, but are monitored annually for impairment, or more frequently, as necessary. For our goodwill impairment analysis, we operate under one reporting unit. Under ASC Topic 350, in performing the first step of the goodwill impairment testing and measurement process, we compare our entity-wide estimated fair value to net book value to identify potential impairment. We estimate the entity-wide fair value of our single reporting unit utilizing our market capitalization, plus an appropriate control premium. Market capitalization is determined by multiplying the shares outstanding on the assessment date by the average market price of our common stock over a reasonable period of time based upon management's judgment. We have utilized a control premium which considers appropriate industry, market and other pertinent factors, including indications of such premiums from data on recent acquisition transactions. If the fair value of the reporting unit is less than the book value, the second step is performed to determine if goodwill is impaired. If we determine through the impairment evaluation process that goodwill has been impaired, we would record the impairment charge in our consolidated statement of operations.

        The goodwill amount for acquisitions is initially recorded based upon a preliminary estimated purchase price allocation and is subject to change. Any preliminary purchase price allocation is based upon our estimate of fair value, and is finalized as we receive other information relevant to the acquisition.

        We assess the impairment of amortizable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include the following:

        If we were to determine that an impairment evaluation is required, we would review the expected future undiscounted cash flows to be generated by the assets. If we determine that the carrying value of intangible assets may not be recoverable, we measure any impairment based on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our current business model.

        During the five weeks ended January 1, 2011, in connection with the sale of our Asia-Pacific based Energy practice, we recorded a charge of approximately $39,000 related to the write-off of goodwill. There were no impairment losses related to goodwill or intangible assets during the first quarter of fiscal 2011. We will continue to monitor our market capitalization and in the event that our average stock price subsequently declines and our market capitalization plus an estimated control premium declines below the carrying value for a period we consider to be other-than-temporary, we may be required to record an impairment of goodwill either as a result of our annual assessment that we will conduct in the fourth quarter of fiscal year 2011, or in a future quarter, if an indication of potential impairment is evident. A non-cash goodwill impairment charge would have the affect of decreasing our earnings in such period. If we are required to take a substantial impairment charge, our operating results would be materially adversely affected in such period.

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        Accounting for Income Taxes.    We record income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

        Our financial statements contain certain deferred tax assets and liabilities that result from temporary differences between book and tax accounting, as well as net operating loss carryforwards. ASC Topic 740, "Income Taxes," requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our net deferred tax assets. We evaluate the weight of all available evidence to determine whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The decision to record a valuation allowance requires varying degrees of judgment based upon the nature of the item giving rise to the deferred tax asset. As a result of operating losses incurred in certain of our foreign subsidiaries, and uncertainty as to the extent and timing of profitability in future periods, we recorded valuation allowances in certain of these foreign subsidiaries in the five-week transition period ended January 1, 2011 and in fiscal 2010 based on the facts and circumstances affecting each subsidiary. Had we not recorded these allowances of approximately $0.1 million and $2.2 million in the five-week transition period ended January 1, 2011 and fiscal 2010, respectively, we would have reported a lower effective tax rate than that recognized in our statements of operations in the transition period and fiscal 2010. The Company has also recorded a valuation allowance against certain foreign tax credit carryforwards since the future utilization of these credits is considered uncertain. As a result of improved operations, we did not record any valuation allowances in the first quarter of fiscal 2011. If the realization of deferred tax assets in the future is considered more likely than not, an adjustment to the deferred tax assets would increase net income in the period such determination was made. The amount of the deferred tax asset considered realizable is based on significant estimates, and it is possible that changes in these estimates in the near term could materially affect our financial condition and results of operations.

        Our effective tax rate may vary from period to period based on changes in estimated taxable income or loss, changes to the valuation allowance, changes to federal, state, or foreign tax laws, future expansion into areas with varying country, state, and local income tax rates, deductibility of certain costs, uncertain tax positions, and expenses by jurisdiction, and as a result of acquisitions or dispositions.

        The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in several different tax jurisdictions. We are periodically reviewed by domestic and foreign tax authorities regarding the amount of taxes due. These reviews include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the exposure associated with various filing positions, we record estimated reserves for probable exposures. Based on our evaluation of current tax positions, we believe we have appropriately accrued for probable exposures. The number of years with open tax audits varies depending on the tax jurisdiction. Our major taxing jurisdiction is the United States. We are no longer subject to U.S. federal examinations by the Internal Revenue Service for years before fiscal 2007. In fiscal 2010, the Internal Revenue Service examined our fiscal 2007 U.S. federal tax return. This examination was concluded with no change in taxable income. During fiscal 2010, the HM Revenue and Customs reviewed our UK subsidiary's fiscal 2006 and fiscal 2007 corporate tax returns. The

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examination has not been formally concluded, however, we do not anticipate that proposed adjustments will have a material impact on our financial position or results of operations.

Adoption of New Accounting Standards

Goodwill

        In December 2010, the Financial Accounting Standards Board (the "FASB") issued an Accounting Standards Update 2010-28, Intangibles-Goodwill and Other (Topic 350) ("ASU 2010-28"). ASU 2010-28 clarifies the requirement to test for impairment of goodwill. ASC Topic 350 requires that goodwill be tested for impairment if the carrying amount of a reporting unit exceeds its fair value. Under ASU 2010-28, when the carrying amount of a reporting unit is zero or negative, an entity must assume that it is more likely than not that a goodwill impairment exists, perform an additional test to determine whether goodwill has been impaired and calculate the amount of that impairment. The modifications to ASC Topic 350 resulting from the issuance of ASU 2010-28 are effective for fiscal years beginning after December 15, 2010 and interim periods within those years. The adoption of the provisions of ASU 2010-28 had no effect on our financial position, results of operations, or cash flows.

Business Combinations

        In December 2010, the FASB issued Accounting Standards Update 2010-29, Business Combinations (Topic 805)—Disclosure of Supplementary Pro Forma Information for Business Combinations ("ASU 2010-29"), which requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period. The amendments in ASU 2010-29 are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of the provisions of this topic had no effect on our financial position, results of operations, or cash flows.

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Results of Operations

        The following table provides operating information as a percentage of revenues for the periods indicated:

 
   Quarter Ended   Five-Week Period Ended  
 
   April 2,
2011
(13 weeks) 		  February 19,
2010
(12 weeks) 		  January 1,
2011 		  January 2,
2010 		 

Revenues

     100.0 %   100.0 %   100.0 %   100.0 %

Costs of services

     65.6     68.7     73.7     73.7  
                   

Gross profit

     34.4     31.3     26.3     26.3  

Selling, general and administrative expenses

     22.7     26.8     27.6     31.4  

Depreciation and amortization

     1.7     2.1     2.3     2.2  
                   

Income (loss) from operations

     10.1     2.3     (3.6 )   (7.3 )

Interest income

     0.1     0.1     0.1     0.1  

Interest expense

     (0.5 )   (1.5 )   (0.7 )   (1.9 )

Other income (expense)

     (0.2 )   (0.0 )   (0.1 )   0.3  
                   

Income (loss) before (provision) benefit for income taxes

     9.5     0.9     (4.3 )   (8.8 )

(Provision) benefit for income taxes

     (3.8 )   (0.7 )   1.3     6.1  
                   

Net income (loss)

     5.7     0.2     (3.0 )   (2.8 )

Net (income) loss attributable to noncontrolling interest, net of tax

     (0.0 )   0.3     0.1     1.0  
                   

Net income (loss) attributable to CRA International, Inc. 

     5.6 %   0.5 %   (2.8 )%   (1.8 )%
                   

Quarter Ended April 2, 2011 Compared to the Quarter Ended February 19, 2010

        On December 17, 2010, our Board of Directors approved a change in our fiscal year end from the last Saturday in November to the Saturday nearest December 31 of each year. The fiscal year change was effective beginning with our 2011 fiscal year, which began January 2, 2011 and will end December 31, 2011. The fiscal year change was not effective until after the completion of our 2010 fiscal year. Therefore, the prior year comparative financial and other information reported in the financial statements herein continue to be presented based on our prior fiscal year end calendar. We have not submitted financial information for the thirteen weeks ended April 3, 2010 in this Form 10-Q because the information is not practical or cost beneficial to prepare. Our results for the first quarter of fiscal 2011, which was the thirteen-week period ended April 2, 2011, are compared to our results for the first quarter of fiscal 2010, which was the twelve-week period ended February 19, 2010. The comparisons are affected by the inclusion of thirteen weeks in the first quarter of fiscal 2011 versus twelve weeks in the first quarter of fiscal 2010 as well as seasonality differences that result from the year-end holiday period being part of the first quarter of fiscal 2010 but not part of the first quarter of fiscal 2011.

        Revenues.    Revenues increased $19.8 million, or 33.6%, to $78.6 million for the first quarter of fiscal 2011 from $58.8 million for the first quarter of fiscal 2010. Our revenue improvement was due primarily to increased demand for our services, specifically in the litigation, regulatory, and financial consulting and management consulting areas, even though clients have continued to carefully manage their spending. Our litigation, regulatory, and financial consulting areas have also benefited from our recent investments in business development. Employee consultant headcount was 518 at the end of the

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first quarter of fiscal 2011, a decrease from 588 at the end of the first quarter of fiscal 2010. Our utilization rate increased to 75% for the first quarter of fiscal 2011 from 60% for the first quarter of fiscal 2010. The increase in utilization is primarily related to increased demand for our services and the restructuring of our portfolio of services. In addition, due to the change in our fiscal year end, the first quarter of fiscal 2011 did not include the year-end holiday season that was included in the first quarter of fiscal 2010. As a result, revenues were positively impacted in the current quarter compared to the first quarter of fiscal 2010. Increased billing rates for employee consultants, which went into effect in the first quarter of fiscal 2011, have also favorably impacted revenue.

        Overall, revenues outside of the U.S. represented approximately 28% of total revenues for the first quarter of fiscal 2011, compared with 26% of total revenues for the first quarter of fiscal 2010, which is due primarily to our international business having a strong quarter, specifically in Europe and the Middle East. Revenues derived from fixed-price engagements increased to 24.8% of total revenues for the first quarter of fiscal 2011 compared with 15.1% for the first quarter of fiscal 2010. The increase in revenues from fixed-price engagements is due primarily to a change in the proportion of time-and-materials service contracts and fixed-price service contracts in our management consulting area.

        Costs of Services.    Costs of services increased $11.1 million, or 27.5%, to $51.6 million for the first quarter of fiscal 2011 from $40.5 million for the first quarter of fiscal 2010. The increase in costs of services is due to an increase in compensation for our employee consultants and an increase in client reimbursable expenses, partially offset by a decrease in headcount. Compensation for our employee consultants increased by $9.0 million, or 27.9%, and is primarily due to an increase in incentive bonuses for our employee consultants that was accrued for in the first quarter of fiscal 2011 due to the increase in revenue and profitability and the inclusion of thirteen weeks of results in the first quarter of fiscal 2011 as compared with twelve weeks of results in the first quarter of fiscal 2010 due to the change in fiscal year end. Client reimbursable expenses increased $2.1 million, or 25.5%, to $10.4 million for the first quarter of fiscal 2011 from $8.3 million for the first quarter of fiscal 2010 primarily related to the increase in the number of projects. As a percentage of revenues, costs of services decreased to 65.6% for the first quarter of fiscal 2011 from 68.7% for the first quarter of fiscal 2010. The decrease in costs of services as a percentage of revenue is due primarily to the increase in revenue during the first quarter of fiscal 2011 as compared with the first quarter of fiscal 2010 and lower compensation expense as a percentage of revenue.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased by $2.0 million, or 12.9%, to $17.8 million for the first quarter of fiscal 2011 from $15.8 million for the first quarter of fiscal 2010. The increase in selling, general and administrative expenses is due primarily to an increase in incentive bonuses for our employees that were accrued for in the first quarter of fiscal 2011 due to the increase in revenue and profitability, the year-end holiday season reflected in our results for the first quarter of fiscal 2010 but not affecting the first quarter of fiscal 2011, the inclusion of thirteen weeks of results in the first quarter of fiscal 2011 as compared with twelve weeks of results in the first quarter of 2010 due to the change in fiscal year end, and investments in business development. As a percentage of revenues, selling, general and administrative expenses decreased to 22.7% for the first quarter of fiscal 2011 from 26.8% for the first quarter of fiscal 2010, which was primarily the result of the increase in revenue during the first quarter of fiscal 2011 as compared with the first quarter of fiscal 2010.

        Depreciation and Amortization.    Depreciation and amortization remained relatively constant at $1.3 million for the first quarter of fiscal 2011 and the first quarter of fiscal 2010.

        Interest Expense.    Interest expense decreased by $478,000 to $392,000 for the first quarter of fiscal 2011 from $870,000 for the first quarter of fiscal 2010. Interest expense primarily represents interest incurred on our 2.875% convertible debt, the amortization of debt issuance costs, and the amortization

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of the discount recorded in connection with our adoption of ASC Topic 470-20. The decrease was primarily due to the lower principal balance outstanding on our convertible debt in the first quarter of fiscal 2011 compared with the first quarter of fiscal 2010.

        Other Income (Expense).    Other income (expense) increased by $132,000 to expense of $146,000 for the first quarter of fiscal 2011 from expense of $14,000 for the first quarter of fiscal 2010. Other income (expense) consists primarily of foreign currency exchange transaction gains and losses. We continue to manage our foreign currency exchange exposure through frequent settling of intercompany account balances and by self-hedging movements in exchange rates between the value of the dollar and foreign currencies including the Euro and the British Pound.

        (Provision) Benefit for Income Taxes.    The provision for income taxes was $3.0 million for the first quarter of fiscal 2011 and $436,000 for the first quarter of fiscal 2010. Our effective income tax rate decreased to 40.2% for the first quarter of fiscal 2011 compared to an effective tax rate of 81.5% for the first quarter of fiscal 2010. The effective tax rate in the first quarter of fiscal 2011 was consistent with the expected statutory rate. The effective tax rate in the first quarter of fiscal 2010 was higher than the expected statutory rate primarily due to losses in foreign locations that provided no tax benefit.

        Net (Income) Loss Attributable to Noncontrolling Interest, Net of Tax.    Our ownership interest in NeuCo constitutes control under U.S GAAP. As a result, NeuCo's financial results are consolidated with ours and allocations of the noncontrolling interest's share of NeuCo's net income result in deductions to our net income, while allocations of the noncontrolling interest's share of NeuCo's net loss result in additions to our net income. Our ownership interest in NeuCo is 55.89%. The result of operations of NeuCo allocable to its other owners was a net income of $26,000 for the first quarter of fiscal 2011 and a net loss of $167,000 for the first quarter of fiscal 2010.

        Net Income (Loss) Attributable to CRA International, Inc.    Net income (loss) attributable to CRA International, Inc. increased by $4.2 million to net income of $4.4 million for the first quarter of fiscal 2011 from net income of $266,000 for the first quarter of fiscal 2010. Diluted net income per share was $0.41 per share for the first quarter of fiscal 2011, compared to $0.02 of net income per diluted share for the first quarter of fiscal 2010. Diluted weighted average shares outstanding decreased by approximately 37,000 shares to approximately 10,798,000 shares for the first quarter of fiscal 2011 from approximately 10,835,000 shares for the first quarter of fiscal 2010. The decrease in weighted average shares outstanding is primarily due to repurchases of common stock during fiscal 2010, offset in part by an increase in restricted shares that have vested and stock options that have been exercised since the first quarter of fiscal 2010.

Five Weeks Ended January 1, 2011 Compared to Five Weeks Ended January 2, 2010

        On December 17, 2010, our Board of Directors approved a change in our fiscal year end from the last Saturday in November to the Saturday nearest December 31 of each year. The fiscal year change was effective beginning with our 2011 fiscal year that began January 2, 2011 and will end December 31, 2011. As a result of this change, we had a five week transition period which began November 28, 2010 and ended January 1, 2011. The discussion below compares the results for the five-week transition period ended January 1, 2011 to the results for the five-week comparative period ended January 2, 2010. These two comparative periods each included two weeks with major holidays and resultant employee consultant vacation time. Accordingly, revenue for the five-week periods is not representative of five average weeks from a full fiscal cycle. Moreover, expenses such as compensation, occupancy costs and many other costs continue on a level basis, which impacted performance in both periods.

        Revenues.    Revenues for the five weeks ended January 1, 2011, increased by $1.9 million, or 9.3%, to $22.3 million, from $20.4 million for the five weeks ended January 2, 2010. Included in revenues are $0.4 million and $0.6 million for the five weeks ended January 1, 2011 and January 2, 2010,

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respectively, due to the consolidation of NeuCo. The increase in revenue was a result of continuing improvements in activity within our litigation, regulatory and financial consulting and management consulting areas, evidenced by an increase in our utilization from 61% for the five weeks ended January 2, 2010 to 67% in the five-week transition period ended January 1, 2011. Despite this utilization increase, these comparative periods represent weak operating periods for us due to the holiday season and disproportionate levels of vacation. Therefore, utilization in these periods tends to be lower than utilization typically experienced during other periods.

        Cost of Services.    Cost of services increased by $1.4 million, or 9.3%, to $16.4 million for the five weeks ended January 1, 2011, from $15.0 million for the five weeks ended January 2, 2010. Included in costs of services are $0.1 million and $0.2 million in the five weeks ended January 1, 2011, and January 2, 2010, respectively, due to the consolidation of NeuCo. The increase in cost of services was due to increased compensation-related costs and an increase in client reimbursable expenses in the comparable periods.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses decreased by $0.2 million, or 3.8%, to $6.1 million for the five weeks ended January 1, 2011, from $6.4 million for the five weeks ended January 2, 2010. Included in selling, general and administrative expenses are $0.4 million and $0.6 million in the five weeks ended January 1, 2011, and January 2, 2010, respectively, due to the consolidation of NeuCo. The decrease in selling, general, and administrative expenses was due primarily to our cost cutting efforts during fiscal 2010.

        Interest and other income (expense).    Interest and other expense decreased $0.2 million, or 52.3%, to $0.1 million for the five weeks ended January 1, 2011, from $0.3 million for the five weeks ended January 2, 2010, primarily due to the lower principal balance outstanding on our convertible debt in the five weeks ended January 1, 2011 as compared to the five weeks ended January 2, 2010. Included in the five weeks ended January 1, 2011 are $0.1 million in costs related to the sale of our Asia-Pacific based Energy practice.

        Provision for Income Taxes.    For the five weeks ended January 1, 2011, our effective tax rate was a benefit of 30.4% and lower than statutory rates due to foreign losses for which we provided no benefit, offset by a partial tax benefit from the divestiture of our Asia-Pacific based Energy practice. Our effective tax rate for fiscal 2010 was a provision of 68.6%. The effective tax rate for fiscal 2010 was higher than the expected statutory rate primarily due to losses in certain tax jurisdictions that were not benefited. The annual effective rate of 68.6% was applied to the five-week transition period ended January 2, 2010 and resulted in a benefit for that period.

        Net Loss Attributable to CRA International, Inc.    We reported a net loss of $0.6 million, or net loss of $0.06 per share, for the five weeks ended January 1, 2011, compared to a net loss of $0.4 million, or a net loss of $0.03 per share, for the five weeks ended January 2, 2010. Included in the net loss are $39,000 and $0.1 million in net losses in the five weeks ended January 1, 2011 and January 2, 2010, respectively, due to the consolidation of NeuCo. Weighted average shares outstanding decreased by approximately 72,000 shares to approximately 10,567,000 for the five weeks ended January 1, 2011, from approximately 10,639,000 for the five weeks ended January 2, 2010. The decrease in weighted average shares outstanding was due to repurchases of common stock during fiscal 2010, partially offset by restricted shares that vested and stock options that were exercised during fiscal 2010.

Liquidity and Capital Resources

        We believe that our current cash balances, cash generated from operations, and amounts available under our bank line of credit will be sufficient to meet our anticipated working capital, capital expenditures, and contingent consideration payment requirements for at least the next 12 months.

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        General.    In the first quarter of fiscal 2011, cash and cash equivalents decreased by $37.2 million. We completed the quarter with cash and cash equivalents of $50.3 million, short term investments of $31.6 million, and working capital (defined as current assets less current liabilities) of $104.6 million.

        Sources and Uses of Cash.    During the first quarter of fiscal 2011, net cash used in operating activities was $2.9 million. The use of cash was expected as we paid out bonuses during the first quarter of fiscal 2011. The primary uses of cash in operating activities include increases in unbilled services of $4.0 million, decreases in accounts payable, accrued expenses, and other liabilities of $2.9 million, decreases in deferred rent of $1.9 million, increases in prepaid expenses and other assets of $1.1 million and an increase in accounts receivable of $0.8 million. The uses of cash in operations were partially offset by the following sources of cash: net income of $4.5 million, share-based compensation expense of $1.7 million, and depreciation and amortization expense of $1.3 million.

        We used $34.2 million of net cash in investing activities for first quarter of fiscal 2011, which included uses of cash of $31.4 million to purchase short-term investments to achieve higher returns on our excess cash, $2.5 million for capital expenditures, and $0.3 million of net acquisition consideration payments.

        We used $0.4 million of net cash in financing activities for the first quarter of fiscal 2011. Cash used in financing activities was primarily used to redeem $0.7 million in vested employee restricted shares for tax withholdings, offset partially by $0.3 million received upon the exercise of stock options.

        General.    During the five-week transition period ended January 1, 2011, we had a net increase in cash and cash equivalents of $13.3 million since November 27, 2010. We completed the transition period with cash and cash equivalents of $87.5 million and working capital (defined as current assets less current liabilities) of $100.5 million.

        Sources and Uses of Cash.    During the five-week transition period ended January 1, 2011, net cash provided by operations was $7.5 million. The primary sources of cash from operations include a decrease in unbilled services of $7.7 million and a decrease in accounts receivable of $3.6 million due to increased collections, an increase in deferred rent of $0.9 million, share-based compensation expense of $0.8 million, and depreciation and amortization expense of $0.7 million. The sources of cash in operations were offset by a net loss of $0.7 million and a decrease in accounts payable, accrued expenses, and other liabilities of $6.4 million due to a decrease in compensation related accruals.

        We generated $5.9 million of net cash from investing activities during the transition period, which included $6.3 million received from the sale of short-term investments, partially offset by uses of cash of $0.3 million for capital expenditures.

        We used $0.2 million of cash for financing activities during the transition period, essentially all of which was for payments of notes payable.

        Private Placement of Convertible Debt.    In 2004, we completed a private placement of $90.0 million of 2.875% convertible senior subordinated debentures due in 2034. Cumulatively to date through April 2, 2011, we have repurchased convertible debentures in the principal amount of $68.2 million, on the open market. As of April 2, 2011, the principal amount of the convertible debentures totaled $21.9 million. The debentures are our direct, unsecured senior subordinated obligations and rank junior in right of payment to our existing bank revolving line of credit and any future secured indebtedness

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that we may designate as senior indebtedness. Contractual interest of approximately $0.3 million is payable on June 15, 2011.

        As a result of our election on December 14, 2004, we must settle the conversion of the debentures, as follows: (i) $1,000 in cash per $1,000 principal amount of debentures converted; and (ii) in cash or shares of our common stock (at our further election, except for cash in lieu of fractional shares), any conversion obligation that exceeds the principal amount of the debentures converted.

        Pursuant to the terms of the indenture governing the debentures, since the closing stock price did not equal or exceed the $50 per share contingent conversion trigger price for 20 out of the 30 consecutive trading days ended on April 2, 2011, the market price conversion trigger was not satisfied and holders of the debentures are not able to exercise their right to convert the bonds during the first quarter of fiscal 2011 and will not be able to exercise during the second quarter of fiscal 2011. This test is repeated each fiscal quarter. To date, no conversions have occurred.

        We may elect to redeem all or any portion of the debentures on or after June 20, 2011, at a repurchase price equal to 100% of the principal amount of the debentures, plus accrued and unpaid interest. As early as June 15, 2011 or upon certain specified fundamental changes, we may be required, at the option of each holder, to repurchase all or any portion of the debentures, which, in the event of a fundamental change involving a change of control of our firm, may include the payment of a make-whole premium. Due to the potential redemption as early as June 2011, we classified the remaining convertible debt balances as a current liability as of April 2, 2011, January 1, 2011 and November 27, 2010 in the accompanying consolidated balance sheets.

        Borrowings under the Revolving Line of Credit.    We are party to a senior loan agreement with our bank for a $60.0 million revolving line of credit. Subject to the terms of the agreement, we may use borrowings under this revolving line of credit for acquisition financing, working capital, general corporate purposes, letters of credit, and foreign exchanges contracts. The available revolving line of credit is reduced, as necessary, to account for certain outstanding letters of credit. The $60.0 million credit facility allows us to mitigate the potential liquidity risk, and to provide funding if required, in the event of conversion by the debenture holders. The revolving line of credit also gives us additional flexibility to meet any unforeseen financial requirements. The revolving line of credit expires on April 30, 2014. The amounts available under our bank revolving line of credit are constrained by various financial covenants and reduced by certain outstanding letters of credit. As of April 2, 2011, there were no amounts outstanding under this revolving line of credit and $2.5 million in letters of credit were outstanding.

        Borrowings under our credit facility bear interest, at LIBOR plus an applicable margin. Applicable margins range from 1.75% to 2.75%, depending on the ratio of our consolidated total debt to consolidated earnings before interest, taxes, depreciation and amortization, or EBITDA, for the preceding four fiscal quarters, subject to various adjustments stated in the senior loan agreement. These margins are adjusted both quarterly and each time we borrow under the credit facility. Interest is payable monthly. A commitment fee of 0.25% is payable on the unused portion of the credit facility. Borrowings under the credit facility are secured by 100% of the stock of certain of our U.S. subsidiaries and 65% of the stock of our foreign subsidiaries, which represents approximately $53.8 million in net assets as of April 2, 2011.

        Under our senior loan agreement, we must comply with various financial and non-financial covenants. Compliance with these financial covenants is tested on a fiscal quarterly basis. Any indebtedness outstanding under the senior credit facility may become immediately due and payable upon the occurrence of stated events of default, including our failure to pay principal, interest or fees or a violation of any financial covenant. As of April 2, 2011, the financial covenants required us to maintain a minimum consolidated working capital of $25.0 million and to comply with a consolidated senior debt to EBITDA ratio of not more than 2.5 to 1.0. The non-financial covenant restrictions under

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the senior credit agreement include, but are not limited to, our ability to incur additional indebtedness, engage in acquisitions or dispositions, and enter into business combinations. As of April 2, 2011, we were in compliance with our agreement with the bank.

        In connection with a previous acquisition, we have agreed to pay an award to certain employees of the acquired business if they achieve specific performance targets through fiscal 2012. Retention of amounts paid to the individual employees is contingent on their continued employment with us through 2016. As of April 2, 2011, based upon performance to date and expected performance in the future, the amount of the award is estimated to be approximately $12 million. This amount could fluctuate depending on future performance. Any payments under this award would be made in fiscal 2013 and we expect to fund these payments, if any, from existing cash resources, cash generated from operations, or financing transactions.

        As part of our business, we regularly evaluate opportunities to acquire other consulting firms, practices or groups or other businesses. In recent years, we have typically paid for acquisitions with cash, or a combination of cash and our common stock, and we may continue to do so in the future. To pay for an acquisition, we may use cash on hand, cash generated from our operations, borrowings under our revolving credit facility, or we may pursue other forms of financing. Our ability to secure short-term and long- term debt or equity financing in the future, including our ability to refinance our current senior loan agreement, will depend on several factors, including our future profitability, the levels of our debt and equity, restrictions under our existing revolving line of credit with our bank, and the overall credit and equity market environments.

        On July 6, 2010, we announced that our board of directors approved a share repurchase program of up to $5 million of our common stock. We will finance the repurchase program with available cash and cash from future operations. We may repurchase shares in open market purchases or in privately negotiated transactions in accordance with applicable insider trading and other securities laws and regulations. As of April 2, 2011, we have repurchased 8,733 shares under this plan for approximately $0.2 million. We expect to continue to repurchase shares under the share repurchase program.

        We have from time to time retired or repurchased additional portions of our 2.875% convertible debentures through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Any future repurchases or exchanges will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Factors Affecting Future Performance

        Part II, Item 1A of this quarterly report sets forth risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this quarterly report. 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.

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ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk

Foreign Exchange Risk

        The majority of our operations are based in the U.S., and accordingly, the majority of our transactions are denominated in U.S. dollars. However, we have foreign-based operations where transactions are denominated in foreign currencies and are subject to market risk with respect to fluctuations in the relative value of foreign currencies. Our primary foreign currency exposures relate to our short-term intercompany balances with our foreign subsidiaries and accounts receivable and cash valued in the United Kingdom in U.S. Dollars or Euros. Our primary foreign subsidiaries have functional currencies denominated in the British Pound and the Euro, and foreign denominated assets and liabilities are remeasured each reporting period with any exchange gains and losses recorded in our consolidated statements of operations. We continue to manage our foreign currency exchange exposure through frequent settling of intercompany account balances and by self-hedging movements in exchange rates between the value of the dollar and foreign currencies and the Euro and the British Pound. Holding all other variables constant, fluctuations in foreign exchange rates may impact reported revenues and expenses significantly, based on currency exposures at April 2, 2011. A hypothetical 10% movement in foreign exchange rates would have affected our income before provision for income taxes for the first quarter of fiscal 2011 by approximately $0.6 million. However, actual gains and losses in the future could differ materially from this analysis based on the timing and amount of both foreign currency exchange rate movements and our actual exposure.

        From time to time, we may use derivative instruments to manage the risk of exchange rate fluctuations. However, at April 2, 2011, we had no outstanding derivative instruments. We do not use derivative instruments for trading or speculative purposes.

Interest Rate Risk

        We maintain an investment portfolio consisting mainly of commercial paper with maturities of less than a year and funds holding Canadian government obligations. These held-to-maturity securities are subject to interest rate risk. However, a hypothetical change in the interest rate of 10% would not have a material impact to the fair values of these securities at April 2, 2011 primarily due to their short maturity.

ITEM 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

        Under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that we record, process, summarize and report the information we must disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended, within the time periods specified in the SEC's rules and forms.

Evaluation of Changes in Internal Control over Financial Reporting

        Under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, we have determined that, during the five-week transition period ended January 1, 2011 and the first quarter of fiscal 2011, there were no changes in our internal control over financial reporting that have affected, or are reasonably likely to affect, materially our internal control over financial reporting.

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Important Considerations

        The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness of future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.


PART II. OTHER INFORMATION

ITEM 1.    Legal Proceedings

        None.

ITEM 1A.    Risk Factors

        Our operations are subject to a number of risks. You should carefully read and consider the following risk factors, together with all other information in this report, in evaluating our business. 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. If that happens, the market price of our common stock could decline, and you may lose all or part of your investment.

We depend upon key employees to generate revenue

        Our business consists primarily of the delivery of professional services, and accordingly, our success depends heavily on the efforts, abilities, business generation capabilities, and project execution capabilities of our employee consultants. In particular, our employee consultants' personal relationships with our clients are a critical element in obtaining and maintaining client engagements. If we lose the services of any employee consultant or group of employee consultants, or if our employee consultants fail to generate business or otherwise fail to perform effectively, that loss or failure could adversely affect our revenues and results of operations. Our employee consultants generated engagements that accounted for approximately 88%, 88%, and 90% of our revenues for the first quarter of fiscal 2011, the first quarter of fiscal 2010, and the five-week transition period ended January 1, 2011, respectively. Our top five employee consultants generated approximately 16%, 14%, and 15% of our revenues in the first quarter of 2011, and the first quarter of fiscal 2010, and the five-week transition period ended January 1, 2011, respectively.

        We do not have non-competition agreements with the majority of our employee consultants, and they can terminate their relationships with us at will and without notice. The non-competition and non-solicitation agreements that we have with some of our employee consultants offer us only limited protection and may not be enforceable in every jurisdiction. In the event that employees leave, some clients may decide that they prefer to continue working with the employee rather than with us. In the event an employee departs and acts in a way that we believe violates their non-competition or non-solicitation agreement, we will consider any legal remedies we may have against such person on a case-by-case basis. We may decide that preserving cooperation and a professional relationship with the former employee or client, or other concerns, outweigh the benefits of any possible legal recovery.

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Deterioration of global economic conditions, global market and credit conditions, and regulatory and legislative changes affecting our clients, practice areas, competitors, or staff could have an impact on our business

        Overall global economic conditions and global market and credit conditions in the industries we service can negatively impact the market for our services. A number of factors outside of our control include the availability of credit, the costs and terms of borrowing, merger and acquisition activity, and general economic factors and business conditions.

        Similarly, many of our clients are in highly regulated industries. Regulatory and legislative changes in these industries could also impact the market for our service offerings and could render our current service offerings obsolete, reduce the demand for our services, or impact the competition for consulting and expert services. For example, potential changes in the patent laws could have a significant impact on our intellectual property practice. We are not able to predict the positive or negative effects that future events or changes to the U.S. or international business environment could have on our operations.

Our failure to execute our business strategy or manage future growth successfully could adversely affect our revenues and results of operations

        Any failure on our part to execute our business strategy or manage future growth successfully could adversely affect our revenues and results of operations. In the future, we could open offices in new geographic areas, including foreign locations, and expand our employee base as a result of internal growth and acquisitions. Opening and managing new offices often requires extensive management supervision and increases our overall selling, general, and administrative expenses. Expansion creates new and increased management, consulting, and training responsibilities for our employee consultants. Expansion also increases the demands on our internal systems, procedures, and controls, and on our managerial, administrative, financial, marketing, and other resources. We depend heavily upon the managerial, operational, and administrative skills of our executive officers to manage our expansion and business strategy. New responsibilities and demands may adversely affect the overall quality of our work.

Competition from other litigation, regulatory, financial, and management consulting firms could hurt our business

        The market for litigation, regulatory, financial, and management consulting services is intensely competitive, highly fragmented, and subject to rapid change. We may be unable to compete successfully with our existing competitors or with any new competitors. In general, there are few barriers to entry into our markets, and we expect to face additional competition from new entrants into the economic and management consulting industries. In the litigation, regulatory, and financial consulting markets, we compete primarily with other economic and financial consulting firms and individual academics. In the management consulting market, we compete primarily with other business and management consulting firms, specialized or industry-specific consulting firms, the consulting practices of large accounting firms, and the internal professional resources of existing and potential clients. Many of our competitors have national or international reputations as well as significantly greater personnel, financial, managerial, technical, and marketing resources than we do, which could enhance their ability to respond more quickly to technological changes, finance acquisitions, and fund internal growth. Some of our competitors also have a significantly broader geographic presence and resources than we do.

Our business could suffer if we are unable to hire and retain additional qualified consultants as employees

        Our business continually requires us to hire highly qualified, highly educated consultants as employees. Our failure to recruit and retain a significant number of qualified employee consultants

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could limit our ability to accept or complete engagements and adversely affect our revenues and results of operations. Relatively few potential employees meet our hiring criteria, and we face significant competition for these employees from our direct competitors, academic institutions, government agencies, research firms, investment banking firms, and other enterprises. Many of these competing employers are able to offer potential employees significantly greater compensation and benefits or more attractive lifestyle choices, career paths, or geographic locations than we can. Competition for these employee consultants has increased our labor costs, and a continuation of this trend could adversely affect our margins and results of operations.

        In addition, we utilize loans with some of our employees and non-employee experts, other than our executive officers, as a way to attract and retain them. A portion of these loans are collateralized. Defaults under these loans could have a material adverse affect on our consolidated statements of operations, financial condition and liquidity.

Our international operations create special risks

        Our international operations carry special financial and business risks, including:

        We conduct a portion of our business in the Middle East. At times, turmoil in the region could interrupt our business operations in that region and slow the flow of new opportunities and proposals, which can ultimately affect our revenues and results of operations.

        If our international revenues increase relative to our total revenues, these factors could have a more pronounced effect on our operating results.

We depend on our non-employee experts

        We depend on our relationships with our exclusive non-employee experts. In the first quarter of fiscal 2011, the first quarter of fiscal 2010, and the five-week transition period ended January 1, 2011, five of the top exclusive nonemployee experts generated engagements that accounted for approximately 7%, 10%, and 7% of our revenues in those periods, respectively. We believe that these experts are highly regarded in their fields. Each offers a combination of knowledge, experience, and expertise that would be very difficult to replace. We also believe that we have been able to secure some engagements

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and attract consultants in part because we could offer the services of these experts. Most of these experts can limit their relationships with us at any time for any reason. These reasons could include affiliations with universities with policies that prohibit accepting specified engagements, termination of exclusive relationships, the pursuit of other interests, and retirement.

        In many cases we seek to include restrictive covenant agreements in their agreements with us, which could include non-competition agreements, non-solicitation agreements and non-hire agreements. The limitation or termination of any of their relationships with us, or competition from any of them after these agreements expire, could harm our reputation, reduce our business opportunities and adversely affect our revenues and results of operations. These restrictive covenant agreements that we may have with some of our non-employee experts offer us only limited protection and may not be enforceable in every jurisdiction. In the event that non-employee experts leave, such clients may decide that they prefer to continue working with the non-employee expert rather than with us. In the event a non-employee expert departs and acts in a way that we believe violates their restrictive covenant agreements, we will consider any legal remedies we may have against such person on a case-by-case basis. We may decide that preserving cooperation and a professional relationship with the former non-employee expert or client, or other concerns, outweigh the benefits of any possible legal action or recovery.

        To meet our long-term growth targets, we need to establish ongoing relationships with additional non-employee experts who have reputations as leading experts in their fields. We may be unable to establish relationships with any additional non-employee experts. In addition, any relationship that we do establish may not help us meet our objectives or generate the revenues or earnings that we anticipate.

Maintaining our professional reputation is crucial to our future success

        Our ability to secure new engagements and hire qualified consultants as employees depends heavily on our overall reputation as well as the individual reputations of our employee consultants and principal non-employee experts. Because we obtain a majority of our new engagements from existing clients, any client that is dissatisfied with our performance on a single matter could seriously impair our ability to secure new engagements. Given the frequently high-profile nature of the matters on which we work, including work before and on behalf of government agencies, any factor that diminishes our reputation or the reputations of any of our employee consultants or non-employee experts could make it substantially more difficult for us to compete successfully for both new engagements and qualified consultants.

We depend on our antitrust and mergers and acquisitions consulting business

        We derive a significant amount of our revenues from engagements related to antitrust and mergers and acquisitions activities. Any substantial reduction in the number or size of our engagements in these areas could adversely affect our revenues and results of operations. Adverse changes in general economic conditions, particularly conditions influencing the merger and acquisition activity of larger companies, could adversely affect engagements in which we assist clients in proceedings before the U.S. Department of Justice, the U.S. Federal Trade Commission, and various foreign antitrust authorities. For example, the recent global economic recession has resulted in, and may continue to result in, reduced merger and acquisition activity levels. These reductions in activity level would adversely affect our revenues and results of operations.

We derive our revenues from a limited number of large engagements

        We derive a portion of our revenues from a limited number of large engagements. If we do not obtain a significant number of new large engagements each year, our business, financial condition, and

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results of operations could suffer. Our 10 largest engagements accounted for 18%, 16%, and 22% of our revenues in the first quarter of fiscal 2011, the first quarter of fiscal 2010, and the five-week transition period ended January 1, 2011, respectively. Our 10 largest clients accounted for approximately and 23%, 17%, and 25% of our revenues in the first quarter of fiscal 2011, the first quarter of fiscal 2010, and the five-week transition period ended January 1, 2011, respectively. In general, the volume of work we perform for any particular client varies from year to year, and due to the specific engagement nature of our practice, a major client in one year may not hire us in the following year.

Our entry into new lines of business could adversely affect our results of operations

        If we attempt to develop new practice areas or lines of business outside our core litigation, regulatory, financial, and management consulting services, those efforts could harm our results of operations. Our efforts in new practice areas or new lines of business involve inherent risks, including risks associated with inexperience and competition from mature participants in the markets we enter. Our inexperience in these new practice areas or lines of business may result in costly decisions that could harm our business.

Clients can terminate engagements with us at any time

        Many of our engagements depend upon disputes, proceedings, or transactions that involve our clients. Our clients may decide at any time to seek to resolve the dispute or proceeding, abandon the transaction, or file for bankruptcy. Our engagements can therefore terminate suddenly and without advance notice to us. If an engagement is terminated unexpectedly, our employee consultants working on the engagement could be underutilized until we assign them to other projects. In addition, because much of our work is project-based rather than recurring in nature, our consultants' utilization depends on our ability to secure additional engagements on a continual basis. Accordingly, the termination or significant reduction in the scope of a single large engagement could reduce our utilization and have an immediate adverse impact on our revenues and results of operations.

Fluctuations in our quarterly revenues and results of operations could depress the market price of our common stock

        We may experience significant fluctuations in our revenues and results of operations from one quarter to the next. If our revenues or net income in a quarter fall below the expectations of securities analysts or investors, the market price of our common stock could fall significantly. Our results of operations in any quarter can fluctuate for many reasons, including:

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        Because we generate the majority of our revenues from consulting services that we provide on an hourly fee basis, our revenues in any period are directly related to the number of our employee consultants, their billing rates, and the number of billable hours they work in that period. We have a limited ability to increase any of these factors in the short term. Accordingly, if we underutilize our consultants during one part of a fiscal period, we may be unable to compensate by augmenting revenues during another part of that period. In addition, we are occasionally unable to utilize fully any additional consultants that we hire, particularly in the quarter in which we hire them. Moreover, a significant majority of our operating expenses, primarily office rent and salaries are fixed in the short term. As a result, if our revenues fail to meet our projections in any quarter, that could have a disproportionate adverse effect on our net income. For these reasons, we believe our historical results of operations are not necessarily indicative of our future performance.

Acquisitions may disrupt our operations or adversely affect our results

        We regularly evaluate opportunities to acquire other businesses. The expenses we incur evaluating and pursuing acquisitions could adversely affect our results of operations. If we acquire a business, we may be unable to manage it profitably or successfully integrate its operations with our own. Moreover, we may be unable to realize the financial, operational, and other benefits we anticipate from these acquisitions or any other acquisition. Many potential acquisition targets do not meet our criteria, and for those that do, we face significant competition for these acquisitions from our direct competitors, private equity funds, and other enterprises. Competition for future acquisition opportunities in our markets could increase the price we pay for businesses we acquire and could reduce the number of potential acquisition targets. Further, acquisitions may involve a number of special financial and business risks, such as:

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Our clients may be unable or unwilling to pay us for our services

        Our clients include some companies that may from time to time encounter financial difficulties, particularly during a downward trend in the economy or may dispute the services we provide. If a client's financial difficulties become severe or a dispute arises, the client may be unwilling or unable to pay our invoices in the ordinary course of business, which could adversely affect collections of both our accounts receivable and unbilled services. On occasion, some of our clients have entered bankruptcy, which has prevented us from collecting amounts owed to us. The bankruptcy of a client with a substantial account receivable could have a material adverse effect on our financial condition and results of operations. A small number of clients who have paid sizable invoices later declared bankruptcy, and a court determination that we were not properly entitled to that payment may require repayment of some or all of the amount we received, which could adversely affect our financial condition and results of operations.

Fluctuations in the types of service contracts we enter into may adversely impact revenue and results of operations

        We derive a portion of our revenues from fixed-price contracts. We derived approximately 25%, 15%, and 26% of revenues from fixed-price engagements in the first quarter of fiscal 2011, the first quarter of fiscal 2010, and the five-week transition period ended January 1, 2011, respectively. These contracts are more common in our management consulting area, and would likely grow in number with any expansion of that area. Fluctuations in our mix between time-and-material or fixed-price contracts or arrangements with fees tied to performance-based criteria may result in fluctuations of revenue and results of operations. In addition, if we fail to estimate accurately the resources required for a fixed-price project or fail to satisfy our contractual obligations in a manner consistent with the project budget, we might generate a smaller profit or incur a loss on the project. On occasion, we have had to commit unanticipated additional resources to complete projects, and we may have to take similar action in the future, which could adversely affect our revenues and results of operations.

Potential conflicts of interests may preclude us from accepting some engagements

        We provide our services primarily in connection with significant or complex transactions, disputes, or other matters that are usually adversarial or that involve sensitive client information. Our engagement by a client may preclude us from accepting engagements with the client's competitors or adversaries because of conflicts between their business interests or positions on disputed issues or other reasons. Accordingly, the nature of our business limits the number of both potential clients and potential engagements. Moreover, in many industries in which we provide consulting services, such as in the telecommunications industry, there has been a continuing trend toward business consolidations and strategic alliances. These consolidations and alliances reduce the number of potential clients for our services and increase the chances that we will be unable to continue some of our ongoing engagements or accept new engagements as a result of conflicts of interests.

The market price of our common stock may be volatile

        The market price of our common stock has fluctuated widely and may continue to do so. For example, from February 20, 2010 to April 2, 2011, the trading price of our common stock ranged from a high of $29.67 per share to a low of $14.98 per share. Many factors could cause the market price of our common stock to rise and fall. Some of these factors are:

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        In addition, the stock market often experiences significant price and volume fluctuations. These fluctuations are often unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the market price of our common stock. When the market price of a company's stock drops significantly, shareholders often institute securities class action litigation against that company. Any litigation against us could cause us to incur substantial costs, divert the time and attention of our management and other resources, or otherwise harm our business.

We may need to take material write-offs for the impairment of goodwill and other intangible assets, including if our market capitalization declines

        As further described in Note 8 of our Notes to Condensed Consolidated Financial Statements, goodwill and intangible assets with indefinite lives are monitored annually for impairment, or more frequently, if there are indicators of impairment. In performing the first step of the goodwill impairment testing and measurement process, we compare our entity-wide estimated fair value to net book value to identify potential impairment. We estimate the entity-wide fair value utilizing our market capitalization, plus an appropriate control premium. We have utilized a control premium which considers appropriate industry, market and other pertinent factors, including indications of such premiums from data on recent acquisition transactions. If we determine through the impairment evaluation process that goodwill has been impaired, we would record the impairment charge in our consolidated statement of operations.

        During the five weeks ended January 1, 2011, in connection with the sale of our Asia-Pacific based Energy practice, we recorded a charge of approximately $39,000 related to the write-off of goodwill. There were no impairment losses related to goodwill or intangible assets during the first quarter of fiscal 2011. Uncertainty in the financial markets and weakness in macroeconomic conditions globally have recently contributed to volatility in our stock price. The current macroeconomic environment continues to be challenging and we cannot be certain of the duration of these conditions and their potential impact on our stock price performance. If our market capitalization plus an estimated control premium is below our carrying value for a period we consider to be other-than-temporary, we may be required to record an impairment of our goodwill either as a result of our annual assessment that we will conduct in the fourth quarter of fiscal year 2011, or in a future quarter if an indication of potential impairment is evident. A non-cash goodwill impairment charge would have the affect of decreasing our earnings or increasing our losses in such period. If we are required to take a substantial impairment charge, our operating results would be materially adversely affected in such period.

Our engagements may result in professional liability and we may be subject to other litigation, claims or assessments

        Our services typically involve difficult analytical assignments and carry risks of professional and other liability. Many of our engagements involve matters that could have a severe impact on a client's business, cause the client to lose significant amounts of money, or prevent the client from pursuing desirable business opportunities. Accordingly, if a client is dissatisfied with our performance, the client could threaten or bring litigation in order to recover damages or to contest its obligation to pay our

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fees. Litigation alleging that we performed negligently, disclosed client confidential information, or otherwise breached our obligations to the client could expose us to significant liabilities to our clients and other third parties and tarnish our reputation.

        Despite our efforts to prevent litigation, from time to time we are party to various lawsuits, claims, or assessments in the ordinary course of business. Disputes may arise, for example, from business acquisitions, employment issues, regulatory actions, and other business transactions. The costs and outcome of any lawsuits or claims could have a material adverse effect on us.

We could incur substantial costs protecting our proprietary rights from infringement or defending against a claim of infringement

        As a professional services organization, we rely on non-competition and non-solicitation agreements with many of our employees and non-employee experts to protect our proprietary rights. These agreements, however, may offer us only limited protection and may not be enforceable in every jurisdiction. In addition, we may incur substantial costs trying to enforce these agreements.

        Our services may involve the development of custom business processes or solutions for specific clients. In some cases, the clients retain ownership or impose restrictions on our ability to use the business processes or solutions developed from these projects. Issues relating to the ownership of business processes or solutions can be complicated, and disputes could arise that affect our ability to resell or reuse business processes or solutions we develop for clients.

        In recent years, there has been significant litigation in the U.S. involving patents and other intellectual property rights. We could incur substantial costs in prosecuting or defending any intellectual property litigation, which could adversely affect our operating results and financial condition.

        Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to obtain and use information that we regard as proprietary. Litigation may be necessary in the future to enforce our proprietary rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Any such resulting litigation could result in substantial costs and diversion of resources and could adversely affect our business, operating results and financial condition. Any failure by us to protect our proprietary rights could adversely affect our business, operating results and financial condition.

Our debt obligations may adversely impact our financial performance

        In 2004, we issued a total of $90.0 million of 2.875% convertible senior subordinated debentures due in 2034. We had previously operated with little or no debt, and our previous payments of interest had not been material. The interest we are required to pay on these debentures reduces our net income each year and will continue to do so until the debentures are no longer outstanding. The terms of the debentures also include provisions that could accelerate our obligation to repay all amounts outstanding under the debentures if certain events happen, such as our failure to pay interest in a timely manner, failure to pay principal upon redemption or repurchase, failure to deliver cash, shares of common stock, or other property upon conversion and other specified events of default. In addition, on June 15, 2011, June 15, 2014, June 15, 2019, June 15, 2024 and June 15, 2029, or following specified fundamental changes, holders of the debentures may require us to repurchase their debentures for cash. Due to the potential redemption of the debentures as early as June 2011, we have classified the remaining convertible debt balance as a current liability on our balance sheet. On December 14, 2004, we irrevocably elected to settle with cash 100% of the principal amount of the debentures upon conversion thereof, and holders of the debentures may convert them if our stock price exceeds $50 per share for at least 20 out of the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter. The market price conversion trigger was not met during the first quarter of fiscal 2011. Therefore, holders of the debentures will not be able to exercise their right to convert the

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bonds during the second quarter of fiscal 2011. This test is repeated each fiscal quarter. To date, no holders have exercised their right to convert the bonds. However, during fiscal 2010, fiscal 2009, and fiscal 2008, we repurchased convertible debentures in the principal amount of $40.7 million, $17.3 million, and $10.2 million, respectively, on the open market. No repurchases were made during the five-week transition period ended January 1, 2011 or in the first quarter of fiscal 2011. As of April 2, 2011, the principal amount of the convertible debentures totaled $21.9 million.

        We have a revolving line of credit for $60.0 million to mitigate the potential liquidity risk and to provide funding if required in the event of conversion by the debenture holders. We intend to use the amounts available under our bank revolving line of credit, current cash balances, and cash generated from operations in the event debenture holders exercise their rights to convert. The amounts available under our bank revolving line of credit are constrained by various financial covenants and reduced by certain letters of credit outstanding. Our loan agreement will mature on April 30, 2014. The degree to which we are leveraged could adversely affect our ability to obtain further financing for working capital, acquisitions or other purposes and could make us more vulnerable to industry downturns and competitive pressures. Our ability to secure short-term and long-term debt or equity financing in the future will depend on several factors, including our future profitability, the levels of our debt and equity, restrictions under our existing revolving line of credit, and the overall credit and equity market environments.

Our reported earnings per share may be more volatile because of the accounting standards, rules, and regulations as they relate to our convertible senior subordinated debentures

        Holders of our 2.875% convertible senior subordinated debentures due in 2034 may convert the debentures only under certain circumstances, including certain stock price-related conversion contingencies. As further described in Note 10 of our Notes to Condensed Consolidated Financial Statements, we determine the effect of the debentures on earnings per share under the treasury stock method of accounting. The treasury stock method of accounting allows us to report dilution only when our average stock price per share for the reporting period exceeds the $40 conversion price and only to the extent of the additional shares we may be required to issue in the event our conversion obligation exceeds the principal amount of the debentures converted. Accordingly, fluctuations in our stock price could cause fluctuations in our reported diluted earnings per share.

        Accounting Standards Codification ("ASC") Topic 470-20, "Debt", applies to any convertible debt instrument that may be settled in whole or in part with cash upon conversion, including our 2.875% debentures. Under ASC Topic 470-20, we are required to recognize non-cash interest expense on our convertible senior subordinated debentures based on the market rate for similar debt instruments without the conversion feature. Under ASC Topic 470-20, in the first quarter of fiscal 2011, the first quarter of fiscal 2010, and the five-week transition period ended January 1, 2011, we recorded incremental non-cash interest expense of approximately $129,000, $317,000, and $50,000, respectively.

Insurance and claims expenses could significantly reduce our profitability

        We are exposed to claims related to group health insurance. We self-insure a portion of the risk associated with these claims. If the number or severity of claims increases, or we are required to accrue or pay additional amounts because the claims prove to be more severe than our original assessment, our operating results would be adversely affected. Our future insurance and claims expense might exceed historical levels, which could reduce our earnings. We expect to periodically assess our self-insurance strategy. We are required to periodically evaluate and adjust our claims reserves to reflect our experience. However, ultimate results may differ from our estimates, which could result in losses over our reserved amounts. We maintain individual and aggregate medical plan stop loss insurance with licensed insurance carriers to limit our ultimate risk exposure for any one case and for our total liability.

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        Many businesses are experiencing the impact of increased medical costs as well as greater variability in ongoing costs. As a result, our insurance and claims expense could increase, or we could raise our self-insured retention when our policies are renewed. If these expenses increase or we experience a claim for which coverage is not provided, results of our operations and financial condition could be materially and adversely affected.

Our charter and by-laws, Massachusetts law and the terms of our convertible debentures may deter takeovers

        Our amended and restated articles of organization and amended and restated by-laws and Massachusetts law contain provisions that could have anti-takeover effects and that could discourage, delay, or prevent a change in control or an acquisition that our shareholders and debenture holders may find attractive. These provisions may also discourage proxy contests and make it more difficult for our shareholders to take some corporate actions, including the election of directors. In addition, the terms of our convertible debentures provide that we may be required to pay a make-whole premium to the holders of our convertible debentures upon a change of control. These provisions could limit the price that investors might be willing to pay for shares of our common stock.

ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds

        (a)   Not applicable.

        (b)   Not applicable.

        (c)   The following table provides information about our repurchases of shares of our common stock during the quarter ended April 2, 2011 and the five-week transition period ended January 1, 2011. During those periods, 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 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 2011.

Issuer Purchases of Equity Securities

Period
  (a)
Total Number of
Shares Purchased 		  (b)
Average Price
Paid per Share 		  (c)
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs(3) 		  (d)
Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet
Be Purchased Under the Plans
or Programs(3) 		 

November 28, 2010 to January 1, 2011

   —   —   —   $ 4,832,775  

January 2, 2011 to January 29, 2011

  
180 shares(1)		  
$24.29 per share(1)		  
—		  
$
4,832,775		  

January 30, 2011 to February 26, 2011

  
28,427 shares(2)		  
$23.96 per share(2)		  
—		  
$
4,832,775		  

February 27, 2011 to April 2, 2011

  
—		  
—		  
—		  
$
4,832,775		  
(1)
During the four weeks ended January 29, 2011, we accepted 180 shares of our common stock as a tax withholding from certain of our employees, in connection with the vesting of restricted shares that occurred during the indicated period, pursuant to the terms of our 2006 equity incentive plan, at an average share price of $24.29.

(2)
During the four weeks ended February 26, 2011, we accepted 28,427 shares of our common stock as a tax withholding from certain of our employees, in connection with the vesting of restricted shares that occurred during the indicated period, pursuant to the terms of our 2006 equity incentive plan, at an average share price of $23.96.

(3)
On July 6, 2010, we issued a press release announcing that our board of directors has approved a share repurchase program of up to $5 million of our common stock. In the first quarter of fiscal 2011, and the five-week transition period ended January 1, 2011, we did not purchase any shares under this plan. As of April 2, 2011, we have purchased 8,733 shares under this plan at an average price per share of approximately $19.15.

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ITEM 3.   Defaults Upon Senior Securities

        None.

ITEM 4.    (Removed and Reserved)

ITEM 5.    Other Information

        None.

ITEM 6.    Exhibits

Item No.   Description
  3.2   Amended and Restated By-Laws, as amended (incorporated by reference to Exhibit 3.2 to our current report on Form 8-K filed on January 31, 2011).

 
10.1
 
Seventh Amendment to Loan Agreement, dated as of January 11, 2011, by and between CRA International, Inc. and RBS Citizens, N.A. (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed on January 13, 2011).

 
10.2
 
Fifth Amendment to Revolving Note, dated as of January 11, 2011, by and between CRA International, Inc. and RBS Citizens, N.A. (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed on January 13, 2011).

 
31.1
 
Rule 13a-14(a)/15d-14(a) certification of principal executive officer

 
31.2
 
Rule 13a-14(a)/15d-14(a) certification of principal financial officer

 
32.1
 
Section 1350 certification

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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 thereunto duly authorized.

    CRA INTERNATIONAL, INC.

Date: May 10, 2011
 
By:
 
/s/ PAUL A. MALEH
 Paul A. Maleh
 President and Chief Executive Officer

Date: May 10, 2011
 
By:
 
/s/ WAYNE D. MACKIE
 Wayne D. Mackie
 Executive Vice President, Treasurer, and
Chief Financial Officer

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EXHIBIT INDEX

Item No.   Description
  3.2   Amended and Restated By-Laws, as amended (incorporated by reference to Exhibit 3.2 to our current report on Form 8-K filed on January 31, 2011).

 
10.1
 
Seventh Amendment to Loan Agreement, dated as of January 11, 2011, by and between CRA International, Inc. and RBS Citizens, N.A. (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed on January 13, 2011).

 
10.2
 
Fifth Amendment to Revolving Note, dated as of January 11, 2011, by and between CRA International, Inc. and RBS Citizens, N.A. (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed on January 13, 2011).

 
31.1
 
Rule 13a-14(a)/15d-14(a) certification of principal executive officer

 
31.2
 
Rule 13a-14(a)/15d-14(a) certification of principal financial officer

 
32.1
 
Section 1350 certification