CRA INTERNATIONAL, INC. 10-Q

ITEM 1. Financial Statements CRA INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share data) Fiscal Quarter Ended April 3, 2021 March 28, 2020 Revenues $ 146,518 $ 126,158 Costs of services (exclusive of depreciation and amortization) 105,374 90,997 Selling, general and administrative expenses 23,206 24,123 Depreciation and amortization 3,301 2,943 Income from operations 14,637 8,095 Interest expense, net ( 199 ) ( 362 ) Foreign currency gains (losses), net ( 551 ) 1,422 Income before provision for income taxes 13,887 9,155 Provision for income taxes 3,386 2,687 Net income $ 10,501 $ 6,468 Net income per share: Basic $ 1.37 $ 0.83 Diluted $ 1.34 $ 0.80 Weighted average number of shares outstanding: Basic 7,626 7,805 Diluted 7,831 8,037 See accompanying notes to the condensed consolidated financial statements. 3 Table of Contents CRA INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) (in thousands) Fiscal Quarter Ended April 3, 2021 March 28, 2020 Net income $ 10,501 $ 6,468 Other comprehensive income (loss) Foreign currency translation adjustments ( 111 ) ( 2,427 ) Comprehensive income $ 10,390 $ 4,041 See accompanying notes to the condensed consolidated financial statements. 4 Table of Contents CRA INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands, except share data) April 3, 2021 January 2, 2021 ASSETS Current assets: Cash and cash equivalents $ 31,629 $ 45,677 Accounts receivable, net of allowances of $ 3,789 at April 3, 2021 and $ 3,595 at January 2, 2021 91,690 111,595 Unbilled services, net of allowances of $ 1,227 at April 3, 2021 and $ 1,000 at January 2, 2021 63,985 40,881 Prepaid expenses and other current assets 10,030 7,068 Forgivable loans 13,196 14,749 Total current assets 210,530 219,970 Property and equipment, net 60,304 62,878 Goodwill 89,278 89,187 Intangible assets, net 4,839 5,108 Right-of-use assets 120,110 122,144 Deferred income taxes 10,673 9,667 Forgivable loans, net of current portion 44,363 46,864 Other assets 2,423 2,692 Total assets $ 542,520 $ 558,510 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 18,995 $ 19,430 Accrued expenses 100,758 136,376 Deferred revenue and other liabilities 8,275 9,866 Current portion of lease liabilities 13,889 13,557 Current portion of deferred compensation 1,214 20,902 Revolving line of credit 40,000 — Total current liabilities 183,131 200,131 Non-current liabilities: Deferred compensation and other non-current liabilities 8,596 7,075 Facility-related non-current liabilities 2,169 2,113 Non-current portion of lease liabilities 136,561 139,447 Deferred income taxes 735 725 Total non-current liabilities 148,061 149,360 Commitments and contingencies (Note 10) 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; 7,627,591 and 7,693,497 shares issued and outstanding at April 3, 2021 and January 2, 2021, respectively — 503 Retained earnings 219,922 216,999 Accumulated other comprehensive loss ( 8,594 ) ( 8,483 ) Total shareholders’ equity 211,328 209,019 Total liabilities and shareholders’ equity $ 542,520 $ 558,510 See accompanying notes to the condensed consolidated financial statements. 5 Table of Contents CRA INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Fiscal Quarter Ended April 3, 2021 March 28, 2020 OPERATING ACTIVITIES: Net income $ 10,501 $ 6,468 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 3,301 2,943 Facility-related liabilities 17 35 Right-of-use asset amortization 3,199 2,994 Deferred income taxes ( 896 ) 23 Share-based compensation expense 842 655 Accounts receivable allowances 182 62 Unrealized foreign currency remeasurement gains, net ( 284 ) ( 398 ) Changes in operating assets and liabilities: Accounts receivable 19,838 1,388 Unbilled services, net ( 23,063 ) ( 8,217 ) Prepaid expenses and other current assets, and other assets ( 2,733 ) ( 5,327 ) Forgivable loans 4,140 ( 27,139 ) Incentive cash awards 1,729 1,423 Accounts payable, accrued expenses, and other liabilities ( 52,856 ) ( 39,121 ) Lease liabilities ( 3,765 ) ( 1,164 ) Net cash used in operating activities ( 39,848 ) ( 65,375 ) INVESTING ACTIVITIES: Purchases of property and equipment ( 692 ) ( 7,949 ) Net cash used in investing activities ( 692 ) ( 7,949 ) FINANCING ACTIVITIES: Issuance of common stock, principally stock option exercises 1,113 151 Borrowings under revolving line of credit 42,000 70,000 Repayments under revolving line of credit ( 2,000 ) — Tax withholding payments reimbursed by shares ( 588 ) ( 390 ) Cash paid for contingent consideration ( 2,357 ) — Cash paid on dividend equivalents ( 79 ) ( 40 ) Cash dividends paid to shareholders ( 1,982 ) ( 1,796 ) Repurchase of common stock ( 9,642 ) ( 3,810 ) Net cash provided by financing activities 26,465 64,115 Effect of foreign exchange rates on cash and cash equivalents 27 ( 612 ) Net decrease in cash and cash equivalents ( 14,048 ) ( 9,821 ) Cash and cash equivalents at beginning of period 45,677 25,639 Cash and cash equivalents at end of period $ 31,629 $ 15,818 Noncash investing and financing activities: Purchases of property and equipment not yet paid for $ 294 $ 370 Asset retirement obligations $ — $ 155 Right-of-use assets obtained in exchange for lease obligations $ 1,070 $ — Restricted common stock issued for contingent consideration $ 2,250 $ — Supplemental cash flow information: Cash paid for taxes $ 844 $ 695 Cash paid for interest $ 24 $ 245 Cash paid for amounts included in operating lease liabilities $ 5,157 $ 5,039 See accompanying notes to the condensed consolidated financial statements. 6 Table of Contents CRA INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY FOR THE FISCAL QUARTER ENDED APRIL 3, 2021 (unaudited) (in thousands, except share data) Common Stock Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity Shares Issued Amount BALANCE AT JANUARY 2, 2021 7,693,497 $ 503 $ 216,999 $ ( 8,483 ) $ 209,019 Net income — — 10,501 — 10,501 Foreign currency translation adjustment — — — ( 111 ) ( 111 ) Issuance of restricted common stock for contingent consideration 40,039 2,250 — — 2,250 Exercise of stock options 41,008 1,113 — — 1,113 Share-based compensation expense — 842 — — 842 Restricted shares vestings 29,494 — — — — Redemption of vested employee restricted shares for tax withholding ( 9,895 ) ( 588 ) — — ( 588 ) Shares repurchased ( 166,552 ) ( 4,120 ) ( 5,522 ) — ( 9,642 ) Accrued dividends on unvested shares — — 5 — 5 Cash paid on dividend equivalents — — ( 79 ) — ( 79 ) Cash dividends paid to shareholders ($ 0.26 per share) — — ( 1,982 ) — ( 1,982 ) BALANCE AT APRIL 3, 2021 7,627,591 $ — $ 219,922 $ ( 8,594 ) $ 211,328 See accompanying notes to the condensed consolidated financial statements. 7 Table of Contents CRA INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY FOR THE FISCAL QUARTER ENDED MARCH 28, 2020 (unaudited) (in thousands, except share data) Common Stock Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity Shares Issued Amount BALANCE AT DECEMBER 28, 2019 7,814,797 $ 9,265 $ 200,249 $ ( 11,763 ) $ 197,751 Balance at December 29, 2019, as previously reported 7,814,797 $ 9,265 $ 200,249 ( 11,763 ) $ 197,751 Cumulative effect of a change in accounting principle related to ASC 326 — — ( 203 ) — ( 203 ) Balance at December 29, 2019, as adjusted 7,814,797 $ 9,265 $ 200,046 ( 11,763 ) $ 197,548 Net income — — 6,468 — 6,468 Foreign currency translation adjustment — — — ( 2,427 ) ( 2,427 ) Exercise of stock options 8,200 151 — — 151 Share-based compensation expense — 655 — — 655 Restricted shares vestings 23,884 — — — — Redemption of vested employee restricted shares for tax withholding ( 7,843 ) ( 390 ) — — ( 390 ) Shares repurchased ( 82,613 ) ( 3,810 ) — — ( 3,810 ) Accrued dividends on unvested shares — — 1 — 1 Cash paid on dividend equivalents — — ( 40 ) — ( 40 ) Cash dividends paid to shareholders ($ 0.23 per share) — — ( 1,796 ) — ( 1,796 ) BALANCE AT MARCH 28, 2020 7,756,425 $ 5,871 $ 204,679 $ ( 14,190 ) $ 196,360 See accompanying notes to the condensed consolidated financial statements. 8 Table of Contents CRA INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Summary of Significant Accounting Policies Description of Business CRA International, Inc. (“CRA” or the “Company”) 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 services in two broad areas: litigation, regulatory, and financial consulting and management consulting. CRA operates in one business segment. CRA operates its business under its registered trade name, Charles River Associates. Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of CRA International, Inc. and its wholly-owned subsidiaries (collectively the “Company”), which require consolidation after the elimination of intercompany accounts and transactions. These financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for Quarterly Reports on Form 10-Q. Accordingly, these financial statements do not include all the information and note disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements. In the opinion of management, these financial statements reflect all adjustments of a normal, recurring nature necessary for the fair presentation of CRA’s results of operations, financial position, cash flows, and shareholders’ equity for the interim periods presented in conformity with GAAP. Results of operations for the interim periods presented herein are not necessarily indicative of results of operations for a full year. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended January 2, 2021 included in CRA’s Annual Report on Form 10-K filed with the SEC on March 4, 2021 (the “2020 Form 10-K”). Estimates The preparation of financial statements in conformity with GAAP requires management to make significant estimates and judgments that affect the reported amounts of assets and liabilities, as well as the related disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of consolidated revenues and expenses during the reporting period. Estimates in these condensed consolidated financial statements include, but are not limited to, allowances for accounts receivable and unbilled services, revenue recognition on fixed price contracts, variable consideration to be included in the transaction price of revenue contracts, depreciation of property and equipment, measurement of operating lease right-of-use (“ROU”) assets and liabilities, share-based compensation, valuation of contingent consideration liabilities, valuation of acquired intangible assets, impairment of long-lived assets, goodwill, accrued and deferred income taxes, valuation allowances on deferred tax assets, accrued incentive compensation, and certain other accrued expenses. These items are monitored and analyzed by CRA 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. Common Stock and Equity Equity transactions consist primarily of the repurchase by CRA of its common stock under its share repurchase program and the recognition of compensation expense and issuance of common stock under CRA’s 2006 Equity Incentive Plan. The Company repurchases its common stock under its share repurchase program in open market purchases (including through any Rule 10b5-1 plan adopted by CRA) or in privately negotiated transactions in accordance with applicable insider trading and other securities laws and regulations. On March 8, 2021, CRA commenced a modified "Dutch auction" self-tender offer to purchase up to $ 25.0 million in value of shares of its common stock, as further described in Note 11. The purchase price of repurchases is first charged against available paid-in capital (“PIC”) until PIC is exhausted, wherein purchases will be charged 9 Table of Contents CRA INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited) to retained earnings. As of April 3, 2021, PIC was exhausted. CRA’s common stock has no par value. All shares repurchased have been retired. Recent Accounting Standards Adopted Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes CRA adopted Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) on the first day of fiscal 2021. ASU 2019-12 simplifies or clarifies accounting for income taxes by changing prior guidance related to accounting for year-to-date losses in interim periods, accounting for tax law changes in interim periods, determining when a deferred tax liability is recognized for foreign subsidiaries that transition to or from being accounted for as equity method investments, application of income tax guidance to franchise taxes that are partially based on income, and making an intra-period allocation in situations where there is a loss in continuing operations and income or gain from other items. ASU 2019-12 also introduces new guidance to evaluate whether a step up in the tax basis of goodwill relates to a business combination or a separate transaction and provides a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax. The adoption of the new standard did not have a material impact on CRA's financial position, results of operations, cash flows, or disclosures on the date of transition. 2. Revenue Recognition The contracts CRA enters into and operates under specify whether the projects are billed on a time-and-materials or a fixed-price basis. Time-and-materials contracts are typically used for litigation, regulatory, and financial consulting projects while fixed-price contracts are principally used for management consulting projects. In general, project costs are classified in costs of services and are based on the direct salary of CRA’s employee consultants on the engagement, plus all direct expenses incurred to complete the project, including any amounts billed to CRA by its non-employee experts. Disaggregation of Revenue The following tables disaggregate CRA’s revenue by type of contract and geographic location (in thousands): Fiscal Quarter Ended Type of Contract April 3, 2021 March 28, 2020 Consulting services revenues Fixed-price $ 33,433 $ 28,988 Time-and-materials 113,085 97,170 Total $ 146,518 $ 126,158 Fiscal Quarter Ended Geographic Breakdown April 3, 2021 March 28, 2020 Consulting services revenues United States $ 117,247 $ 100,740 United Kingdom 23,286 19,066 Other 5,985 6,352 Total $ 146,518 $ 126,158 Reserves for Variable Consideration and Credit Risk Revenues from CRA's consulting services are recorded at the net transaction price, which includes estimates of variable consideration for which reserves are established. Variable consideration reserves are based on specific price concessions and 10 Table of Contents CRA INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited) those expected to be extended to CRA customers estimated by CRA's historical realization rates. Reserves for variable consideration are recorded as a component of the allowances for accounts receivable and unbilled services on the condensed consolidated balance sheets. Adjustments to the reserves for variable consideration are included in revenues on the condensed consolidated statements of operations. CRA also maintains allowances for accounts receivable and unbilled services for estimated losses resulting from clients’ failure to make required payments. CRA adopted ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASC 326") on the first day of fiscal 2020, which changed the method CRA utilizes to estimate reserves related to credit risk. As a result of the adoption, CRA recognized a $ 0.2 million cumulative-effect increase to allowances for accounts receivable and unbilled services and a reduction to the fiscal 2020 opening balance of retained earnings. The following table presents CRA's bad debt expense, net of recoveries of previously written off allowances (in thousands): Fiscal Quarter Ended April 3, 2021 March 28, 2020 Bad debt expense (recovery), net $ ( 13 ) $ 59 Reimbursable Expenses Revenues also include reimbursements for costs incurred by CRA in fulfilling its performance obligations, including travel and other out-of-pocket expenses, fees for outside consultants and other reimbursable expenses. CRA recovers substantially all of these costs. The following expenses are subject to reimbursement (in thousands): Fiscal Quarter Ended April 3, 2021 March 28, 2020 Reimbursable expenses $ 16,479 $ 16,430 Contract Balances from Contracts with Customers CRA defines contract assets as assets for which it has recorded revenue because it determines that it is probable that it will earn a performance-based or contingent fee but is not yet entitled to receive a fee because certain events, such as completion of the measurement period or client approval, must occur. The contract assets balance was immaterial as of April 3, 2021 and January 2, 2021. When consideration is received, or such consideration is unconditionally due from a customer prior to transferring consulting services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after performance obligations have been satisfied and all revenue recognition criteria have been met. The following table presents the closing balances of CRA's contract liabilities (in thousands): April 3, 2021 January 2, 2021 Contract liabilities $ 2,941 $ 5,527 11 Table of Contents CRA INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited) CRA recognized the following revenue that was included in the contract liabilities balance as of the opening of the respective period or for performance obligations satisfied in previous periods (in thousands): Fiscal Quarter Ended April 3, 2021 March 28, 2020 Amounts included in contract liabilities at the beginning of the period $ 4,355 $ 2,906 Performance obligations satisfied in previous periods $ 2,183 $ 3,257 3. Forgivable Loans In order to attract and retain highly skilled professionals, CRA may issue forgivable loans to employees and non-employee experts, certain of which loans may be denominated in local currencies. A portion of these loans is collateralized. The principal amount of forgivable loans and accrued interest is forgiven by CRA over the term of the loans, so long as the employee or non-employee expert continues employment or affiliation with CRA and complies with certain contractual requirements. The expense associated with the forgiveness of the principal amount of the loans is recorded as compensation expense over the service period, which is consistent with the term of the loans. The following table presents forgivable loan activity for the respective periods (in thousands): Fiscal Quarter Ended Fiscal Year Ended April 3, 2021 January 2, 2021 Beginning balance $ 61,613 $ 55,141 Advances 2,153 42,418 Reclassification from accrued expenses / to other assets (1) — ( 9,713 ) Amortization ( 6,295 ) ( 26,628 ) Effects of foreign currency translation 88 395 Ending balance $ 57,559 $ 61,613 Current portion of forgivable loans $ 13,196 $ 14,749 Non-current portion of forgivable loans $ 44,363 $ 46,864 _______________________________ (1) Relates to the reclassification of performance awards previously recorded as accrued expenses or forgivable loans that have been reclassified to other receivables. 4. Goodwill and Intangible Assets The changes in the carrying amount of goodwill for the fiscal quarter ended April 3, 2021 are summarized as follows (in thousands): Goodwill $ 161,080 Accumulated goodwill impairment ( 71,893 ) Goodwill, net at January 2, 2021 89,187 Foreign currency translation adjustment 91 Goodwill, net at April 3, 2021 (1) $ 89,278 _______________________________ (1) Goodwill, net at April 3, 2021, is comprised of goodwill of $ 161.2 million and accumulated impairment of $ 71.9 million. 12 Table of Contents CRA INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited) Intangible assets that are separable from goodwill and have determinable useful lives are valued separately and amortized over their expected useful lives. There were no impairment losses related to intangible assets during the fiscal quarter ended April 3, 2021 or during the fiscal year ended January 2, 2021. The components of acquired identifiable intangible assets are as follows (in thousands): April 3, 2021 January 2, 2021 Non-competition agreements $ 280 $ 280 Customer relationships 8,220 12,120 Total cost 8,500 12,400 Accumulated amortization ( 3,661 ) ( 7,292 ) Total intangible assets, net $ 4,839 $ 5,108 5. Accrued Expenses Accrued expenses consist of the following (in thousands): April 3, 2021 January 2, 2021 Compensation and related expenses $ 85,209 $ 123,540 Income taxes payable 5,251 1,927 Performance awards 2,376 2,176 Other professional fees 1,635 1,541 Direct project accruals 3,116 3,988 Accrued leasehold improvements 40 52 Other 3,131 3,152 Total accrued expenses $ 100,758 $ 136,376 As of April 3, 2021, and January 2, 2021, approximately $ 50.3 million and $ 102.6 million, respectively, of accrued bonuses were included above in “Compensation and related expenses.” 6. Income Taxes For the fiscal quarters ended April 3, 2021 and March 28, 2020, CRA’s effective income tax rate (“ETR”) was 24.4 % and 29.4 %, respectively. The ETR for the first quarter of fiscal 2021 was lower than the prior year due to an increase in the tax benefit related to the accounting for stock-based compensation as well as the impact of higher pre-tax earnings in the first quarter of fiscal 2021, which diluted the permanent unfavorable differences, primarily related to the impact of the deductibility of compensation paid to executive officers, with respect to the full-year estimated ETR. During the fourth quarter of fiscal 2020, CRA considered the operating needs of the United Kingdom ("U.K.") subsidiary, as well as the tax implications of no longer asserting indefinite reinvestment with respect to the U.K. operations. As a result of both a qualitative and quantitative analysis, previously taxed and untaxed post fiscal 2018 U.K. earnings were no longer considered permanently reinvested. Deferred taxes that are a consequence of foreign exchange translation resulting from earnings that are no longer considered permanently reinvested are recorded as a component of foreign currency translation adjustments on the condensed consolidated statements of comprehensive income. For the fiscal quarter ended April 3, 2021, CRA’s U.K. subsidiary distributed approximately £ 12.0 million of both previously taxed and untaxed earnings to CRA’s U.S. parent entity, the foreign currency translation impact of which was immaterial. Deferred income taxes or foreign withholding taxes, estimated to be $ 0.4 million, have not been recorded for other jurisdictions as those earnings are considered to be permanently reinvested. 13 Table of Contents CRA INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited) 7. Net Income Per Share CRA calculates basic earnings per share using the two-class method. CRA calculates diluted earnings per share using the more dilutive of either the two-class method or treasury stock method. The two-class method was more dilutive for the fiscal quarters ended April 3, 2021 and March 28, 2020. Under the two-class method, net earnings are allocated to each class of common stock and participating security as if all the net earnings for the period had been distributed. CRA's participating securities consist of unvested share-based payment awards that contain a nonforfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common shareholders. Net earnings allocable to these participating securities were not material for the fiscal quarters ended April 3, 2021 and March 28, 2020. The following table presents a reconciliation from net income to the net income available to common shareholders (in thousands): Fiscal Quarter Ended April 3, 2021 March 28, 2020 Net income, as reported $ 10,501 $ 6,468 Less: net income attributable to participating shares 46 26 Net income available to common shareholders $ 10,455 $ 6,442 The following table presents a reconciliation of basic to diluted weighted average shares of common stock outstanding (in thousands): Fiscal Quarter Ended April 3, 2021 March 28, 2020 Basic weighted average shares outstanding 7,626 7,805 Dilutive stock options and restricted stock units 205 232 Diluted weighted average shares outstanding 7,831 8,037 For the fiscal quarters ended April 3, 2021 and March 28, 2020, the anti-dilutive share-based awards that were excluded from the calculation of common stock equivalents for purposes of computing diluted weighted average shares outstanding amounted to 13,826 and 73,647 shares, respectively. These share-based awards each period were anti-dilutive because their exercise price exceeded the average market price over the respective period. 8. Fair Value of Financial Instruments As of April 3, 2021, CRA did no t have any financial instruments measured at fair value on a recurring basis. The following table presents CRA’s financial instruments recorded in the condensed consolidated financial statements at January 2, 2021, which are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): January 2, 2021 Level 1 Level 2 Level 3 Assets: Money market mutual funds $ 150 $ — $ — Total Assets $ 150 $ — $ — Liabilities: Contingent consideration liability $ — $ — $ 14,620 Total Liabilities $ — $ — $ 14,620 14 Table of Contents CRA INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited) The fair value of CRA’s money market mutual fund share holdings was $ 1.00 per share. The contingent consideration liability pertained to estimated future contingent consideration payments related to the acquisition of C1 Consulting, LLC, an independent consulting firm, and its wholly-owned subsidiary C1 Associates (collectively, “C1”). The following table summarizes the changes in the contingent consideration liabilities (in thousands): Fiscal Quarter Ended Fiscal Year Ended April 3, 2021 January 2, 2021 Beginning balance $ 14,620 $ 11,579 Remeasurement of acquisition-related contingent consideration — 1,156 Accretion 380 1,885 Payment of contingent consideration ( 15,000 ) — Ending balance $ — $ 14,620 9. Credit Agreement CRA is party to an amended and restated credit agreement that provides the Company with a $ 175.0 million revolving credit facility, which reflects an increase to the capacity by $ 50.0 million per an amendment to the credit agreement on January 12, 2021, and includes a $ 15.0 million sublimit for the issuance of letters of credit. CRA may use the proceeds of the revolving credit facility to provide working capital and for other general corporate purposes. CRA may repay any borrowings under the revolving credit facility at any time, but any borrowings must be repaid no later than October 24, 2022. There was $ 40.0 million in borrowings outstanding under this revolving credit facility as of April 3, 2021. There were no borrowings outstanding under this facility as of January 2, 2021. As of April 3, 2021, the amount available under this revolving credit facility was reduced by certain letters of credit outstanding, which amounted to $ 4.7 million. Under the credit agreement, CRA must comply with various financial and non-financial covenants. Compliance with these financial covenants is tested on a fiscal quarterly basis. As of April 3, 2021, CRA was in compliance with the covenants of its credit agreement. 10. Commitments and Contingencies As described in the previous note, CRA is party to standby letters of credit with its bank in support of minimum future lease payments under leases for permanent office space. CRA is subject to legal actions arising in the ordinary course of business. In management’s opinion, based on current knowledge, CRA believes it has adequate legal defenses or insurance coverage, or both, with respect to the eventuality of such actions. CRA does not believe any settlement or judgment relating to any pending legal action would materially affect its financial position or results of operations . However, the outcome of such legal actions is inherently unpredictable and subject to inherent uncertainties. 11. Self- Tender Offer On March 8, 2021, CRA commenced a modified "Dutch auction" self-tender offer to purchase up to $ 25.0 million in value of shares of its common stock at a price of not less than $ 66.25 per share nor greater than $ 76.00 per share. The self-tender offer expired on April 5, 2021. On April 8, 2021, CRA paid $ 25.0 million to repurchase 337,837 shares at a purchase price of $ 74.00 per share. The purchase price and transaction costs were funded from the revolving credit facility and cash on hand. The repurchased shares were retired. 15 Table of Contents CRA INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited) 12. Subsequent Events On May 6, 2021, CRA announced that its Board of Directors declared a quarterly cash dividend of $ 0.26 per common share, payable on June 11, 2021 to shareholders of record as of May 25, 2021. 16 Table of Contents