UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 14, 2010
CRA INTERNATIONAL, INC. |
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(Exact name of registrant as specified in its charter) |
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Massachusetts |
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000-24049 |
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04-2372210 |
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(State or other jurisdiction |
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(Commission |
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(IRS employer |
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of incorporation) |
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file number) |
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identification no.) |
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200 Clarendon Street, Boston, Massachusetts |
02116 |
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(Address of principal executive offices) |
(Zip code) |
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Registrants telephone number, including area code: (617) 425-3000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On March 18, 2010, we issued a press release reporting our financial results for our first quarter ended February 19, 2010. A copy of the press release is set forth as Exhibit 99.1 and is incorporated by reference herein. On March 18, 2010, we also posted on our website supplemental financial information, including prepared CFO remarks. A copy of the supplemental financial information is set forth as Exhibit 99.2 and is incorporated by reference herein.
The information contained in Item 2.02 of this report and Exhibits 99.1 and 99.2 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
Item 2.05 Costs Associated with Exit or Disposal Activities.
On March 14, 2010, our management committed to a plan to close our Houston, Texas office, restructure selected practice areas, and better align staffing levels with our revenue. As a result of this plan, we have already taken steps to reduce our consultant headcount by 36 positions and eliminate support staff positions. These actions were designed to reduce costs and improve our profitability and competitive position. We believe that the restructuring increases our financial strength and better positions us for longer-term sustainable growth.
We have begun these actions and expect them to be completed during the second quarter of fiscal 2010. We expect to record a restructuring charge in the approximate range of $4.9 million to $5.5 million in the second quarter of fiscal 2010 related to one-time termination benefits, facility-related charges, asset write-downs and other potential charges. We have not finalized our employee separation costs and other costs associated with these actions or the offsetting benefits we may have as a result of these actions. Accordingly, we will provide an estimate of any additional costs, as well as the total amount or range of amounts expected to be incurred, and an estimate of the associated cash expenditures, when they have been determined, by filing an amendment to this current report on Form 8-K.
The restructuring charge that we expect to incur in connection with the restructuring is subject to a number of assumptions, and actual results may materially differ. We may also incur other material charges not currently contemplated due to events that may occur as a result of, or associated with, the restructuring plan.
Statements in this Item 2.05 concerning the future business, operating results, and financial condition of CRA International, Inc. (the Company), including the anticipated costs and cost savings associated with the described actions, and statements using the terms anticipates, believes, expects, should, or similar expressions, are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon managements current expectations and are subject to a number of factors and uncertainties. Information contained in these forward-looking statements is inherently uncertain and actual performance and results may differ materially due to many important factors. Such
factors that could cause actual results to differ materially from any forward-looking statements made by the Company include, among others, the Companys restructuring costs and attributable annual cost savings, changes in the Companys effective tax rate, share dilution from the Companys convertible debt offering and stock-based compensation, dependence on key personnel, attracting and retaining qualified consultants, dependence on outside experts, utilization rates, factors related to its acquisitions, including integration of personnel, clients, offices, and unanticipated expenses and liabilities, the risk of impairment write downs to the Companys intangible assets, including goodwill, if the Companys enterprise value declines below certain levels, risks associated with acquisitions it may make in the future, risks inherent in international operations, the performance of NeuCo, changes in accounting standards, rules and regulations, changes in the law that affect its practice areas, management of new offices, the potential loss of clients, the ability of customers to terminate the Companys engagements on short notice, dependence on the growth of the Companys business consulting practice, the unpredictable nature of litigation-related projects, the ability of the Company to integrate successfully new consultants into its practice, general economic conditions, intense competition, risks inherent in litigation, and professional liability. Further information on these and other potential factors that could affect the Companys financial results is included in the Companys filings with the Securities and Exchange Commission. The Company cannot guarantee any future results, levels of activity, performance or achievement. The Company undertakes no obligation to update any of its forward-looking statements after the date of this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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99.1 |
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March 18, 2010 press release |
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99.2 |
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Supplemental financial information |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CRA INTERNATIONAL, INC.
Dated: March 18, 2010 |
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By: |
/s/ Wayne D. Mackie |
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Wayne D. Mackie |
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Executive Vice President, Treasurer, and Chief Financial Officer |