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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(x) Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended MAY 12, 2000
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or
( ) Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission file number: 000-24049
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CHARLES RIVER ASSOCIATES INCORPORATED
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2372210
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 CLARENDON STREET, T-33, BOSTON, MA 02116-5092
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(Address of principal executive offices) (Zip Code)
617-425-3000
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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 (X) No ( )
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
As of June 23, 2000 CRA had outstanding 8,685,661 shares of common stock.
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CHARLES RIVER ASSOCIATES INCORPORATED
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION:
PAGE
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<S> <C> <C>
ITEM 1. Financial Statements
Consolidated Balance Sheets -
May 12, 2000 and November 27, 1999............................ 3
Consolidated Statements of Income -
Twelve and twenty-four weeks ended
May 12, 2000 and May 14, 1999................................. 4
Consolidated Statements of Cash Flows -
Twenty-four weeks ended
May 12, 2000 and May 14, 1999................................. 5
Notes to Consolidated Financial Statements.................... 6
ITEM 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations......................................... 10
ITEM 3. Quantitative and Qualitative Disclosure about Market Risk..... 19
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings............................................ 20
ITEM 4. Submission of Matters to a Vote of Security Holders.......... 20
ITEM 6. Exhibits and Reports on Form 8-K............................. 20
Signatures............................................................. 21
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
CHARLES RIVER ASSOCIATES INCORPORATED
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
NOVEMBER 27, MAY 12,
1999 2000
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(unaudited)
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ASSETS
Current assets:
Cash and cash equivalents .......................................... $ 20,176 $ 28,535
Available-for-sale securities ...................................... 8,684 5,113
Accounts receivable, net of allowances of $917 in 1999 and
$1,324 in 2000 for doubtful accounts ............................. 12,719 18,402
Unbilled services .................................................. 13,891 11,049
Prepaid expenses ................................................... 548 774
Deferred income taxes .............................................. 1,358 1,358
-------- --------
Total current assets ................................................. 57,376 65,231
Property and equipment, net .......................................... 4,051 4,456
Goodwill, net of accumulated amortization of $502 in 1999
and $757 in 2000 ................................................... 10,553 10,298
Intangible assets, net of accumulated amortization of $152 in 1999
and $236 in 2000 ................................................... 1,348 1,264
Other assets ......................................................... 182 243
-------- --------
Total assets ......................................................... $ 73,510 $ 81,492
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ................................................... $ 3,641 $ 4,001
Accrued expenses ................................................... 15,128 15,168
Deferred revenue and other liabilities ............................. 254 272
Current portion of notes payable to former stockholders ............ 406 274
-------- --------
Total current liabilities ............................................ 19,429 19,715
Notes payable to former stockholders, net of current portion ......... 331 121
Notes payable to minority interest ................................... 130 --
Deferred rent ........................................................ 1,305 1,135
Minority interest .................................................... -- 1,851
Commitments and contingencies
Stockholders' 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;
8,683,761 shares in 1999 and 8,685,661 shares in 2000 issued
and outstanding................................................... 40,189 41,414
Deferred compensation .............................................. (345) (260)
Retained earnings .................................................. 12,471 17,516
-------- --------
Total stockholders' equity ........................................... 52,315 58,670
-------- --------
Total liabilities and stockholders' equity ........................... $ 73,510 $ 81,492
======== ========
</TABLE>
See accompanying notes.
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CHARLES RIVER ASSOCIATES INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share data)
(unaudited)
<TABLE>
<CAPTION>
Twelve Weeks Ended Twenty-four Weeks Ended
-------------------------- --------------------------
MAY 14, MAY 12, MAY 14, MAY 12,
1999 2000 1999 2000
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Revenues ..................................... $ 16,740 $ 19,845 $ 31,153 $ 38,714
Costs of services ............................ 9,399 11,124 18,082 21,653
----------- ----------- ----------- -----------
Gross profit ................................. 7,341 8,721 13,071 17,061
General and administrative ................... 4,098 4,690 7,184 9,186
----------- ----------- ----------- -----------
Income from operations ....................... 3,243 4,031 5,887 7,875
Interest income, net ......................... 203 334 463 639
----------- ----------- ----------- -----------
Income before provision for income taxes
and minority interest....................... 3,446 4,365 6,350 8,514
Provision for income taxes ................... (1,385) (1,801) (2,567) (3,515)
----------- ----------- ----------- -----------
Income before minority interest .............. 2,061 2,564 3,783 4,999
Minority interest ............................ -- 46 33 46
----------- ----------- ----------- -----------
Net income ................................... $ 2,061 $ 2,610 $ 3,816 $ 5,045
=========== =========== =========== ===========
Net income per share:
Basic .................................. $ 0.24 $ 0.30 $ 0.45 $ 0.58
=========== =========== =========== ===========
Diluted ................................ $ 0.24 $ 0.30 $ 0.45 $ 0.57
=========== =========== =========== ===========
Weighted average number of shares outstanding:
Basic .................................. 8,464,094 8,685,554 8,428,242 8,684,950
=========== =========== =========== ===========
Diluted ................................ 8,540,601 8,724,120 8,518,619 8,782,355
=========== =========== =========== ===========
</TABLE>
See accompanying notes.
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CHARLES RIVER ASSOCIATES INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Twenty-four Weeks Ended
-----------------------
MAY 14, MAY 12,
1999 2000
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(unaudited)
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OPERATING ACTIVITIES:
Net income ..................................................... $ 3,816 $ 5,045
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization ................................ 893 1,010
Deferred rent ................................................ (61) (170)
Minority interest ............................................ (33) (46)
Changes in operating assets and liabilities:
Accounts receivable ........................................ (3,711) (5,683)
Unbilled services .......................................... (1,600) 2,842
Prepaid expenses and other assets .......................... (59) (287)
Accounts payable, accrued expenses, and other liabilities .. (1,649) 418
-------- --------
Net cash provided by (used in) operating activities ............ (2,404) 3,129
INVESTING ACTIVITIES:
Purchase of property and equipment ........................... (860) (1,156)
Sale (purchase) of available-for-sale securities ............. (4,900) 3,571
Acquisition of businesses .................................... (9,339) --
-------- --------
Net cash provided by (used in) investing activities ............ (15,099) 2,415
FINANCING ACTIVITIES:
Payments on notes payable to former stockholders ............. (245) (342)
Proceeds from (payment on) loan from minority
interest holder............................................. 130 (130)
Issuance of common stock upon exercise of stock options ...... -- 35
Costs related to issuance of common stock in prior
fiscal year................................................. -- (115)
Net investment by minority interest .......................... -- 3,367
-------- --------
Net cash provided by (used in) financing activities ............ (115) 2,815
-------- --------
Net increase (decrease) in cash and cash equivalents ........... (17,618) 8,359
Cash and cash equivalents at beginning of period ............... 32,023 20,176
-------- --------
Cash and cash equivalents at end of period ..................... $ 14,405 $ 28,535
======== ========
Supplemental cash flow information:
Cash paid for income taxes ................................... $ 1,060 $ 2,682
======== ========
Issuance of common stock for acquired business ............... $ 3,815 --
======== ========
Issuance of common stock for future services ................. $ 108 --
======== ========
</TABLE>
See accompanying notes.
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CHARLES RIVER ASSOCIATES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. DESCRIPTION OF BUSINESS
Charles River Associates Incorporated ("CRA" or "the Company") is an economic
and business-consulting firm that applies advanced analytic techniques and
in-depth industry knowledge to complex engagements for a broad range of clients.
CRA offers two types of services: legal and regulatory consulting and business
consulting.
2. UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AND ESTIMATES
The consolidated balance sheet as of May 12, 2000, the consolidated statements
of income for the twelve and twenty-four weeks ended May 14, 1999, and May 12,
2000, and the consolidated statements of cash flows for the twenty-four-week
periods ended May 14, 1999, and May 12, 2000, are unaudited. In the opinion of
management, these statements include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of CRA's consolidated
financial position, results of operations, and cash flows.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of
contingent assets and liabilities, at the dates of the financial statements, and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
3. FISCAL YEAR
CRA's fiscal year ends on the last Saturday in November. Each of CRA's first,
second, and fourth quarters includes twelve weeks, and its third quarter
includes sixteen weeks.
4. REVENUE RECOGNITION
Revenues from most engagements are recognized as services are provided based
upon hours worked and contractually agreed-upon hourly rates. The Company's
revenues also include expenses billed to clients, which include travel and other
out-of-pocket expenses, charges for support staff and outside contractors, and
other reimbursable expenses. An allowance is provided for any amounts considered
uncollectible.
Unbilled services represent balances accrued by the Company for services
performed but not yet billed to the client.
5. CASH EQUIVALENTS AND AVAILABLE-FOR-SALE SECURITIES
Cash equivalents consist principally of money market funds, commercial paper,
bankers' acceptances, and certificates of deposit with maturities when purchased
of 90 days or less. Available-for-sale securities consist of commercial paper
and certificates of deposit with maturities when purchased of more than 90 days
but less than one year, whose cost approximates fair market value.
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CHARLES RIVER ASSOCIATES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. GOODWILL
Goodwill represents the cost in excess of fair market value of net assets of
acquired businesses and is amortized over 20 years.
7. IMPAIRMENT OF LONG-LIVED ASSETS
The Company periodically reviews the carrying value of its long-lived assets
(primarily property and equipment and goodwill) to assess the recoverability of
these assets; any impairments would be recognized in operating results if a
permanent diminution in value were to occur. As part of this assessment, the
Company reviews the expected future net operating cash flows from its acquired
businesses.
8. INTANGIBLE ASSETS
Intangible assets consist principally of costs allocated to non-compete
agreements and are amortized over the related terms of the agreements (seven to
ten years).
9. PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. The Company provides for
depreciation of equipment using the straight-line method over its estimated
useful life, generally three to five years. Amortization of leasehold
improvements is provided using the straight-line method over the shorter of the
lease term or the estimated useful life of the leasehold improvements.
10. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company, its
foreign subsidiaries, and NeuCo, Inc., a corporation founded by the Company and
an affiliate of Commonwealth Energy Systems in June 1997. The Company has a
50.5% interest in NeuCo, Inc. The portion of the results of operations of NeuCo,
Inc., allocable to its minority owners is shown as "minority interest" in the
Company's consolidated statement of income, and that amount, along with the
capital contributions to NeuCo, Inc. of its minority interest owners, is shown
as "minority interest" on the Company's consolidated balance sheet. All
significant intercompany accounts have been eliminated.
Prior to May 3, 2000, the Company owned 65.25%. On May 3, 2000, in a series of
transactions that resulted in an infusion of new equity in NeuCo, the Company's
ownership was reduce to 50.5%. The transaction was accounted for as an increase
in minority interest and common stock.
11. NET INCOME PER SHARE
Basic earnings per share represents net income divided by the weighted average
shares of common stock outstanding during the period. Weighted average shares
used in diluted earnings per share include 90,377 common stock equivalents for
the twenty-four weeks ended May 14, 1999 and 97,405 common
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CHARLES RIVER ASSOCIATES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
stock equivalents for the twenty-four weeks ended May 12, 2000 arising from
stock options using the treasury stock method.
12. STOCKHOLDERS' EQUITY
In the fourth quarter of fiscal 1999, CRA completed a public offering of 200,000
shares of common stock in exchange for $4.3 million of proceeds, which is net of
offering costs.
Each person who was a stockholder of CRA before the closing of CRA's initial
public offering in April 1998 entered into a Stock Restriction Agreement with
CRA, which prohibits each such person from selling or otherwise transferring
shares of common stock held immediately before the initial public offering
without the consent of the Board of Directors of CRA for two years after the
initial public offering. In addition, the Stock Restriction Agreement allows CRA
to repurchase a portion of such stockholder's shares of common stock at a
percentage of market value should the stockholder leave CRA (other than for
death or retirement for disability).
13. ACCOUNTING PRONOUNCEMENTS
In fiscal 1999, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 130, "Reporting Comprehensive Income," and SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information," which did
not have a material impact on the Company's consolidated financial statements.
In December 1997, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued a Statement of Position (SOP),
"Reporting on the Costs of Start-up Activities," which will require companies
upon adoption to expense start-up costs, including organization costs, as
incurred. In addition, the SOP requires companies upon adoption to write off as
a cumulative change in accounting principle any previously recorded start-up or
organization costs. The Company adopted the SOP in the first quarter of fiscal
2000 and wrote off approximately $32,000 of unamortized organization costs. This
amount was not deemed material enough to present as a cummulative change in
accounting principle.
In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," which
requires all derivatives to be recorded on the balance sheet at fair market
value and establishes special accounting for certain types of hedges. The
Company does not engage in any derivative instruments and hedging activities.
The Statement is effective for fiscal years beginning after June 15, 2000,
however, earlier adoption is allowed.
In March 2000, the FASB issued Interpretation No. 44, "Accounting Transactions
Involving Stock Compensation" (the Interpretation). This Interpretation
clarifies how companies should apply the Accounting Principles Board's Opinion
No. 25, "Accounting for Stock Issued to Employees". The Interpretation will be
applied prospectively to new awards, modifications to outstanding awards, and
changes in employee status on or after July 1, 2000, except as follows: the
definition of an employee applies to awards granted after December 15, 1998; the
Interpretation applies to modifications that
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CHARLES RIVER ASSOCIATES INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
reduce the exercise price of an award after December 15, 1998; and the
Interpretation applies to modifications that add a reload feature to an award
made after January 12, 2000. At the present time, there are no awards granted by
the Company which would result in an adjustment at July 1, 2000 as a result of
this Interpretation.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
In addition to historical information, this quarterly report contains
forward-looking statements. Certain risks and uncertainties could cause actual
results to differ materially from those reflected in such forward-looking
statements. Factors that might cause a difference include, but are not limited
to, those discussed in the section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Risk Factors."
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's opinions only as of the date of this
report. CRA undertakes no obligation to revise or publicly release the results
of any revision to these forward-looking statements. Readers should carefully
review the risk factors described in this quarterly report and in other
documents that CRA files from time to time with the Securities and Exchange
Commission, including CRA's Annual Report on Form 10-K for fiscal 1999.
RESULTS OF OPERATIONS-TWELVE WEEKS ENDED MAY 14, 1999 COMPARED TO TWELVE WEEKS
ENDED MAY 12, 2000
Revenues. Revenues increased by $3.1 million, or 18.5%, from $16.7 million for
the second quarter of fiscal 1999 to $19.8 million for the second quarter of
fiscal 2000. The increase in revenues was due primarily to an increase in the
number of employee consultants, an increase in consulting services performed for
new and existing clients during the period, and, to a lesser extent, increased
billing rates of CRA's consultants. The total number of employee consultants
increased from 165 for the second quarter of fiscal 1999 to 216 for the second
quarter of fiscal 2000. CRA experienced revenue increases during the second
quarter of fiscal 2000 in both its legal and regulatory consulting services and
business consulting services, and in particular, generated significant revenue
increases in its auctions, pharmaceuticals, and transportation practice areas.
Costs of Services. Costs of services increased by $1.7 million, or 18.4%, from
$9.4 million in the second quarter of fiscal 1999 to $11.1 million in the second
quarter of fiscal 2000. As a percentage of revenues, costs of services remained
at 56.1% for the second quarter of fiscal 1999 and the second quarter of fiscal
2000.
General and Administrative. General and administrative expenses increased by
$592,000, or 14.4%, from $4.1 million in the second quarter of fiscal 1999 to
$4.7 million in the second quarter of fiscal 2000. As a percentage of revenues,
general and administrative expenses decreased from 24.5% in the second quarter
of fiscal 1999 to 23.6% in the second quarter of fiscal 2000. The dollar
increase in general and administrative expenses resulted from payments to
outside experts and increased rents due to internal growth.
Interest Income, Net. Net interest income increased from $203,000 in second
quarter of fiscal 1999 to $334,000 in the second quarter of fiscal 2000. This
increase was due primarily to interest earned from the investment of the
proceeds of CRA's public offerings as well as interest earned on a loan issued
to NeuCo, Inc.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(CONTINUED)
Provision for Income Taxes. Provision for income taxes increased from $1.4
million in the second quarter of fiscal 1999 to $1.8 million in the second
quarter of fiscal 2000. The Company's effective tax rate increased slightly from
40.2% in the second quarter of fiscal 1999 to 41.3% in the second quarter of
fiscal 2000.
Minority Interest. In June 1997, CRA established and purchased a controlling
interest in NeuCo, Inc., which provides applications consulting services and a
family of neural network software solutions and complementary applications for
fossil-fired electric utilities. Minority interest increased from zero in the
second quarter of fiscal 1999 to $46,000 in the second quarter of fiscal 2000,
and represents the portion of NeuCo's net loss after taxes allocable to its
minority owners. An additional minority interest partner invested in NeuCo
during the second quarter of fiscal 2000.
RESULTS OF OPERATIONS-TWENTY-FOUR WEEKS ENDED MAY 14, 1999 COMPARED TO
TWENTY-FOUR WEEKS ENDED MAY 12, 2000
Revenues. Revenues increased by $7.5 million, or 24.3%, from $31.2 million for
the twenty-four weeks ended May 14, 1999, to $38.7 million for the twenty-four
weeks ended May 12, 2000. The increase in revenues was due primarily to an
increase in the number of employee consultants, an increase in consulting
services performed for new and existing clients during the period and, to a
lesser extent, increased billing rates of CRA's consultants. CRA experienced
revenue increases during the twenty-four weeks ended May 12, 2000, in its both
its legal and regulatory consulting services and business consulting services
and in particular generated significant revenue increases in its auctions,
pharmaceuticals, and transportation practice areas.
Costs of Services. Costs of services increased by $3.6 million, or 19.7%, from
$18.1 million in the twenty-four weeks ended May 14, 1999 to $21.7 million in
the twenty-four weeks ended May 12, 2000. As a percentage of revenues, costs of
services decreased from 58.0% in the twenty-four weeks ended May 14, 1999 to
55.9% in the twenty-four weeks ended May 12, 2000. The decrease as a percentage
of revenues was due primarily to an increase in bonuses paid to outside experts
who source business to CRA. Bonuses paid to outside experts are included in
General and Administrative costs.
General and Administrative. General and administrative expenses increased by
$2.0 million, or 27.9%, from $7.2 million in the twenty-four weeks ended May 14,
1999, to $9.2 million in the twenty-four weeks ended May 12, 2000. As a
percentage of revenues, general and administrative expenses increased from 23.1%
in the twenty-four weeks ended May 14, 1999, to 23.7% in the twenty-four weeks
ended May 12, 2000. The dollar increase in general and administrative expenses
resulted from payments to outside experts and increased rents due to internal
growth and amortization costs related to acquired businesses.
Interest Income, Net. Net interest income increased from $463,000 in the
twenty-four weeks ended May 14, 1999 to $639,000 in the twenty-four weeks ended
May 12, 2000. This increase resulted from interest earned on investments of the
proceeds of CRA's initial public offering as well as interest earned on a loan
issued to NeuCo, Inc.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(CONTINUED)
Provision for Income Taxes. Provision for income taxes increased from $2.6
million in the twenty-four weeks ended May 14, 1999 to $3.5 million in the
twenty-four weeks ended May 12, 2000. The Company's effective tax rate increased
slightly from 40.4% in the twenty-four weeks ended May 14, 1999, to 41.3% in the
twenty-four weeks ended May 12, 2000.
Minority Interest. Minority interest in the loss of NeuCo increased from $33,000
in the twenty-four weeks ended May 14, 1999 to $46,000 in the twenty-four weeks
ended May 12, 2000.
LIQUIDITY AND CAPITAL RESOURCES
As of May 12, 2000, CRA had cash and cash equivalents of $28.5 million,
available-for-sale securities of $5.1 million, and working capital of $45.5
million. Net cash provided by operating activities for the twenty-four weeks
ended May 12, 2000 was $3.1 million, consisting primarily from net income of
$5.0 million offset in part by a net increase in accounts receivable and
unbilled services of $2.8 million.
Cash generated by investing activities amounted to $2.4 million resulting
primarily from the sale of short-term investments of $3.6 million, which was
offset in part by the purchase of property and equipment during the second
quarter of fiscal 2000 for $1.1 million.
CRA's financing activities generated cash of $2.8 in the twenty-four weeks ended
May 12, 2000. The generation of cash consists primarily from a net investment in
NeuCo by Babcock Borsig Power GmbH of $3.4 million, offset in part by payments
made on notes payable to former shareholders and by costs related to CRA's sale
of stock in a public offering in the prior fiscal year.
CRA presently has available a $2.0 million revolving line of credit with Fleet
National Bank, which is secured by CRA's accounts receivable. This line of
credit automatically renews each year on June 30, unless earlier terminated by
either CRA or Fleet National. No borrowings were outstanding under this line of
credit as of May 12, 2000.
CRA believes that existing cash balances and credit available under its bank
line of credit will be sufficient to meet CRA's working capital and capital
expenditure requirements for at least the next 12 months.
To date, inflation has not had a material impact on CRA's financial results.
There can be no assurance, however, that inflation may not adversely affect
CRA's financial results in the future.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(CONTINUED)
RISK FACTORS
WE DEPEND UPON ONLY A FEW 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 of our employee consultants. If
we lose the services of any employee consultant or if our employee consultants
fail to generate business or otherwise fail to perform effectively, that could
have a material adverse effect on our business, financial condition, and results
of operations.
OUR BUSINESS COULD SUFFER IF WE ARE UNABLE TO HIRE ADDITIONAL QUALIFIED
CONSULTANTS AS EMPLOYEES
We must hire increasing numbers of highly qualified, highly educated consultants
as employees. Our failure to recruit and retain a significant number of
qualified employee consultants could have a material adverse effect on our
business, financial condition, 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. Increasing
competition for these employee consultants may also significantly increase our
labor costs, which could have a material adverse effect on our margins and
results of operations.
OUR FAILURE TO MANAGE OUR EXPANDING BUSINESS SUCCESSFULLY COULD ADVERSELY AFFECT
OUR REVENUE AND RESULTS OF OPERATIONS
Any failure on our part to manage growth successfully could have a material
adverse effect on our business, financial condition, and results of operations.
We have been experiencing significant growth in our revenues and employee base
as a result of both internal growth and acquisitions. This growth creates new
and increased management, consulting, and training responsibilities for our
employee consultants. This growth 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 officers, particularly
James C. Burrows, our President and Chief Executive Officer, to manage this
growth. New responsibilities and demands may adversely affect the overall
quality of our work. No member of our management team has experience in managing
a public company other than CRA. We have also recently opened offices in new
geographic locations and may open additional offices in the future. Opening new
offices may entail substantial start-up and maintenance costs.
WE DEPEND ON OUR OUTSIDE EXPERTS
We depend on our existing relationships with our exclusive outside experts. Six
of our exclusive outside experts in each of fiscal 1998 and fiscal 1999
generated engagements that accounted for approximately 19 percent and 31 percent
of our revenues in those years. We believe that these outside experts are
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(CONTINUED)
highly regarded in their fields and that 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 and attract
consultants in part because we could offer the services of these outside
experts. Most of these outside experts can limit their relationships with us at
any time for any reason. These reasons could include affiliations with
universities whose policies prohibit accepting specified engagements, the
pursuit of other interests, and retirement.
Thirteen of our approximately 40 outside experts have entered agreements with us
that restrict their right to compete with us. The limitation or termination of
any of their relationships with us or competition from any of them following the
termination of their non-competition agreements with us could have a material
adverse effect on our business, financial condition, and results of operations.
To meet our long-term growth targets, we also need to establish ongoing
relationships with additional outside experts that have reputations as leading
experts in their fields. We may be unable to establish relationships with any
additional outside 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.
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 the
following:
- the number of weeks in the quarter
- the number, scope, and timing of ongoing client engagements
- the extent to which we can reassign employee consultants efficiently from
one engagement to the next
- employee hiring
- the extent of discounting or cost overruns
- severe weather conditions and other factors affecting employee
productivity
- collectibility of receivables.
Because we generate almost all 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 may be unable to fully utilize the additional consultants that we
intend to
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(CONTINUED)
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 historical results of
operations should not be relied upon as an indication of our future performance.
ACQUISITIONS MAY DISRUPT OUR OPERATIONS OR ADVERSELY AFFECT OUR RESULTS
We may seek to acquire other businesses, and we may be unable to identify,
acquire, successfully integrate, or profitably manage any business without
substantial expense, delay, or other operational or financial problems. In
addition, we may be unable to achieve the financial, operational, and other
benefits we anticipate from any acquisition. We may be unable to manage any
acquired company profitably or successfully integrate its operations with our
own. 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 risks, such as:
- one-time charges related to the acquisition
- diversion of our management's time, attention, and resources
- loss of key acquired personnel
- increased costs to improve or coordinate managerial, operational,
financial, and administrative systems
- dilutive issuances of equity securities
- the assumption of legal liabilities
- amortization of acquired intangible assets
- difficulties in integrating diverse corporate cultures
- additional conflicts of interests.
The occurrence of any of these events could have a material adverse effect on
our business, financial condition, and results of operations.
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<PAGE> 16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(CONTINUED)
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 consultants and principal outside experts. Because we obtain
a majority of our new engagements from existing clients or from referrals by
those clients, any client that is dissatisfied with our performance on a single
matter could seriously impair our ability to secure new engagements. Any factor
that diminishes our reputation or the reputations of any of our personnel or
outside experts could make it substantially more difficult for us to compete
successfully for both new engagements and qualified consultants. That could have
a material adverse effect on our business, financial condition, and results of
operations.
WE DEPEND ON OUR ANTITRUST AND MERGERS AND ACQUISITIONS CONSULTING BUSINESS
We derived a substantial portion of our revenues from engagements in our
antitrust and mergers and acquisitions practice areas. Any substantial reduction
in the number of our engagements in these practice areas could have a material
adverse effect on our business, financial condition, and results of operations.
We derived almost all of these revenues from engagements relating to enforcement
of United States antitrust laws. Changes in federal antitrust laws, changes in
judicial interpretations of these laws, or less vigorous enforcement of these
laws as a result of changes in political appointments or priorities, or for
other reasons, could substantially reduce our revenues from engagements in this
area. In addition, adverse change in general economic conditions, particularly
conditions influencing the merger and acquisition activity of larger companies,
could also adversely affect engagements in which we assist clients in
proceedings before the Department of Justice and the Federal Trade Commission.
OUR REVENUES COME FROM A LIMITED NUMBER OF LARGE ENGAGEMENTS
We have been deriving a significant 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 results of
operations could suffer. In general, the volume of work we perform for any
particular client varies from year to year, and a major client in one year may
not hire us again.
CLIENTS CAN TERMINATE ENGAGEMENTS WITH US AT ANY TIME
Our engagements generally 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 or abandon the transaction. Our engagements can
therefore terminate suddenly and without advance notice to us. If an engagement
is terminated unexpectedly, the employee consultants working on the engagement
could be underutilized until we assign them to other projects. Accordingly, the
termination or significant reduction in the scope of a single large engagement
could have a material adverse effect on our business, financial condition, and
results of operations.
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<PAGE> 17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(CONTINUED)
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 frequently
precludes us from accepting engagements with the client's competitors or
adversaries because of conflicts between their interests or positions on
disputed issues or other reasons. Accordingly, the number of both potential
clients and potential engagements is limited. Moreover, in many industries in
which we provide consulting services, particularly 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. Any such result could have a material
adverse effect on our business, financial condition, and results of operations.
INTENSE COMPETITION FROM OTHER ECONOMIC AND BUSINESS CONSULTING FIRMS COULD
HURT OUR BUSINESS
The market for economic and business 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 business
consulting industries. In the legal and regulatory consulting market, we compete
primarily with other economic consulting firms and individual academics. In the
business 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 and international reputations as well as significantly
greater personnel, financial, managerial, technical, and marketing resources
than we do. Some of our competitors also have a significantly broader geographic
presence than we do.
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 economic and business consulting services, those efforts could have a
material adverse effect on our results of operations. For example, in June 1997,
we established and purchased a controlling interest in NeuCo, Inc., which
provides applications consulting services and a family of neural network
software solutions and complementary applications for fossil-fired electric
utilities. NeuCo may never be profitable. 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 may result in costly decisions that could have a material
adverse effect on our business, financial condition, and results of operations.
OUR ENGAGEMENTS MAY RESULT IN PROFESSIONAL LIABILITY
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 the client's
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<PAGE> 18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(CONTINUED)
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
fees. Litigation alleging that we performed negligently or otherwise breached
our obligations to the client could expose us to significant liabilities and
tarnish our reputation. These outcomes could have a material adverse effect on
our business, financial condition, and results of operations.
THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE
Many factors may cause the market price of our common stock to fluctuate
significantly, including the following:
- variations in our quarterly results of operations
- the hiring or departure of key personnel or outside experts
- changes in our professional reputation
- the introduction of new services by us or our competitors
- acquisitions or strategic alliances involving us or our competitors
- changes in accounting principles
- changes in the legal and regulatory environment affecting clients
- changes in estimates of our performance or recommendations by securities
analysts
- future sales of shares of common stock in the public market
- market conditions in the industry and the economy as a whole.
In addition, the stock market has recently experienced extreme 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, stockholders often institute securities
class action litigation. Any such litigation against us could cause us to incur
substantial costs and could divert the time and attention of our management and
other resources. Any of these events could have a material adverse effect on our
business, financial condition, and results of operations.
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<PAGE> 19
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
As of May 12, 2000, CRA was exposed to market risks, which primarily include
changes in U.S. interest rates.
CRA maintains a portion of its cash and cash equivalents in financial
instruments with purchased maturities of one year or less and a portion of its
short-term investments in financial instruments with purchased maturities of two
years or less. These financial instruments are subject to interest rate risk and
will decline in value if interest rates increase. Because these financial
instruments are readily marketable, an immediate increase in interest rates
would not have a material effect upon CRA's financial position.
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<PAGE> 20
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings
As of the date of this filing, CRA is not a party to any legal proceedings the
outcome of which, in the opinion of CRA's management, would have a material
adverse effect on CRA's business, financial condition, or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
On April 21, 2000, the Company held its Annual Meeting of Stockholders (the
"Annual Meeting"). Matters voted on and the results of those votes are set forth
below:
1. Carl Kaysen, Laurel E. Morrison and Garth Saloner were elected to serve
as Class II directors of the Company for a three-year term.
The votes cast to elect the Class II directors were:
Name For Withheld
---- --- --------
Carl Kaysen 7,451,010 48,622
Laurel E. Morrison 7,433,030 66,602
Garth Saloner 7,451,020 48,612
2. Stockholders of the Company ratified the appointment of Ernst & Young
LLP as the Company's independent accountants.
The votes cast to ratify the appointment of Ernst & Young LLP as the
Company's independent accountants were:
For Against Abstain
--- ------- -------
7,498,0957 1,357 200
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
Charles River Associates Incorporated did not file any Reports on Form
8-K during the quarter ended May 12, 2000.
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<PAGE> 21
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.
Charles River Associates Incorporated
Date: June 23, 2000 By: /s/ James C. Burrows
----------------------------------
James C. Burrows
President and Chief Executive
Officer
Date: June 23, 2000 By: /s/ Laurel E. Morrison
----------------------------------
Laurel E. Morrison
Chief Financial Officer
Vice President & Treasurer
(Principal Financial and
Accounting Officer)
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