CRA INTERNATIONAL, INC. 10-Q

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds (a) On February 25, 2021, we issued 40,039 shares of common stock to certain principals of C1 Consulting, LLC (“C1 Consulting”) as partial consideration for the acquisition of substantially all of the assets of C1 Consulting pursuant to an asset purchase agreement. For the purposes of the acquisition, the agreed upon value of our common stock was $56.19 per share. No underwriters were used in the foregoing transaction. This sale of securities was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder for transactions by an issuer not involving a public offering. (b) Not applicable. (c) The following provides information about our repurchases of shares of our common stock during the fiscal quarter ended April 3, 2021. During that period, 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 fiscal 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 2020. 23 Table of Contents Issuer Purchases of Equity Securities Period (a) Total Number of Shares Purchased(1)(2) (b) Average Price Paid per Share(1)(2) (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(2) January 3, 2021 to January 30, 2021 73,062 $ 57.60 73,062 $ 5,924,092 January 31, 2021 to February 27, 2021 72,619 $ 56.85 67,965 $ 42,058,408 February 28, 2021 to April 3, 2021 30,766 $ 61.74 25,525 $ 40,484,285 _______________________________ (1) During the four weeks ended February 27, 2021, we accepted 4,654 shares of our common stock as a tax withholding from certain of our employees in connection with the vesting of shares of restricted stock that occurred during the indicated period, pursuant to the terms of our 2006 equity incentive plan, at the average price of $56.44. During the five weeks ended April 3, 2021, we accepted 5,241 shares of our common stock as a tax withholding from certain of our employees in connection with the vesting of shares of restricted stock and restricted stock units that occurred during the indicated period, pursuant to the terms of our 2006 equity incentive plan, at the average price per share of $62.07. (2) On February 4, 2021 our Board of Directors authorized an expansion to our existing share repurchase program of an additional $40.0 million of outstanding shares of our common stock. We may repurchase shares under this program in open market purchases (including through any Rule 10b5-1 plan adopted by us) or in privately negotiated transactions in accordance with applicable insider trading and other securities laws and regulations. During the four weeks ended January 30, 2021, we repurchased and retired 73,062 shares under this program at an average price per share of $57.60. During the four weeks ended February 27, 2021, we repurchased and retired 67,965 shares under this program at an average price per share of $56.88. During the five weeks ended April 3, 2021, we repurchased and retired 25,525 shares under this program at an average price per share of $61.67. Approximately $40.5 million was available for future repurchases under this program as of April 3, 2021. We expect to continue to repurchase shares under this program. On March 8, 2021, we commenced a modified "Dutch auction" self-tender offer to purchase up to $25.0 million in value of shares of our 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, we 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. Because the shares were repurchased on April 8, 2021, after the conclusion of the fiscal quarter reported pursuant to this Quarterly Report on Form 10-Q, such shares are not reflected in the Issuer Purchase of Equity Securities table above. ITEM 3. Defaults Upon Senior Securities None. ITEM 4. Mine Safety Disclosures None.