Credit Agreement |
9 Months Ended |
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Oct. 03, 2026 | |
| Debt Disclosure [Abstract] | |
| Credit Agreement | Credit Agreement On July 31, 2026, CRA and its subsidiaries CRA International (UK) Limited (the “UK Borrower”) and CRA International Limited (the “Canadian Borrower” and, together with the UK Borrower, the “Designated Borrowers”; the Designated Borrowers, together with CRA, the “Borrowers”), entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) among the Borrowers, Bank of America, N.A., as swingline lender, a letter of credit issuing bank and administrative agent, and the other letter of credit issuing banks and lenders party thereto. The Credit Agreement amends and restates CRA’s Credit Agreement, dated as of August 19, 2022 (as previously amended from time to time, the “Existing Credit Agreement”). The Credit Agreement provides for aggregate credit facilities of up to $400.0 million, consisting of (i) a $325.0 million revolving credit facility, which may be decreased at CRA’s option to $250.0 million during the period from July 16 in a year through January 15 in the next year, and (ii) a $75.0 million term loan facility (collectively, the “Credit Facilities”). Additionally, for the period of January 16 through July 15 of each year, CRA may elect not to increase the revolving credit facility from $250.0 million to $325.0 million. The revolving credit facility includes a $70.0 million sublimit for borrowings by the Designated Borrowers, a $150.0 million sublimit for borrowings in Euros, Pounds Sterling, Canadian Dollars, Swiss Francs and any other currency (other than U.S. Dollars) that is approved pursuant to the Credit Agreement (the “Alternative Currencies”), a $50.0 million sublimit for the issuance of letters of credit, and a $30.0 million sublimit for swingline loans by the swingline lender. The revolving facility and the term loan facility mature on July 31, 2031. The term loan facility amortizes in quarterly installments equal to 2.5% per annum of the original principal amount thereof, with the remaining outstanding principal balance due at maturity. Borrowings under the Credit Facilities may be voluntarily prepaid from time to time without any premium or penalty (other than customary “breakage” costs) pursuant to the terms of the Credit Agreement. The borrowings under the Credit Facilities bear interest at a rate per annum equal to one of the following rates, as selected by the relevant Borrower, in each case plus an applicable margin as described below: (i) in the case of borrowings in U.S. dollars by CRA, the Base Rate (as defined in the Credit Agreement), (ii) in the case of borrowings in U.S. dollars, a rate based on Term SOFR (as defined in the Credit Agreement) for the applicable interest period or Daily SOFR (as defined in the Credit Agreement), as applicable, (iii) in the case of borrowings in Euros, EURIBOR (as defined in the Credit Agreement) for the applicable interest period, (iv) in the case of borrowings in Pounds Sterling, a daily rate based on SONIA (as defined in the Credit Agreement), (v) in the case of borrowings in Canadian Dollars, a rate based on Term CORRA (as defined in the Credit Agreement) for the applicable interest period, (vi) in the case of borrowings in Swiss Francs, a daily rate based on SARON (as defined in the Credit Agreement), or (vii) in the case of borrowings in any other Alternative Currency, the relevant daily or term rate determined as provided in the Credit Agreement. The applicable margin on borrowings based on the Base Rate varies within a range of 0.25% to 1.00% depending on CRA's consolidated net leverage ratio (as used herein as determined under the Credit Agreement), and the applicable margin on borrowings based on any of the other rates described above varies within a range of 1.25% to 2.00% depending on CRA's consolidated net leverage ratio. CRA is required to pay a fee on the amount available to be drawn under any letter of credit issued under the revolving credit facility at a rate per annum that varies between 1.25% and 2.00% depending on its consolidated net leverage ratio. CRA is required to pay a fee on the unused portion of the revolving credit facility at a rate per annum that varies between 0.175% and 0.250% depending on its consolidated net leverage ratio. Subject to certain terms and conditions set forth in the Credit Agreement, including CRA's pro forma compliance with the financial covenants specified therein, CRA may request from time to time that the lenders under the Credit Agreement and/or other financial institutions that would become lenders thereunder provide increases to the revolving credit commitments and/or additional term loan commitments thereunder, provided that the aggregate principal amount of all such increase and additional commitments does not exceed the greater of $150.0 million and 100% of CRA's consolidated EBITDA for the applicable trailing four-fiscal-quarter period (as determined under the Credit Agreement). No existing lender under the Credit Agreement is obligated to provide any such increase or additional commitment. The lenders under the Credit Agreement are entitled to accelerate repayment of the loans under the Credit Agreement upon the occurrence of any of various customary events of default, which include, among other events, failure to pay when due any principal, interest, fees or other amounts in respect of the loans (subject to a grace period for non-principal amounts), breach of any of CRA's covenants (subject, in some cases, to certain grace periods) or representations under the loan documents, default under any of CRA's or its subsidiaries’ indebtedness agreements above a threshold principal amount, a bankruptcy or insolvency event with respect to CRA or its material subsidiaries, an unsatisfied judgment against CRA or any of its material subsidiaries above a threshold amount, or CRA undergoing a change of control (as defined in the Credit Agreement). The obligations of the Designated Borrowers under the Credit Facilities are guaranteed by CRA. Each material U.S. subsidiary that becomes a party to the Credit Agreement pursuant to its terms will be required to guarantee obligations under the Credit Agreement. The obligations under the Credit Agreement are unsecured. We must comply with various customary financial and non-financial covenants under the Credit Agreement. The primary financial covenants under the Credit Agreement consist of a maximum consolidated net leverage ratio of 3.0 to 1.0, which can be increased to 3.5 to 1.0 for a period of four consecutive quarters in the event of a Permitted Acquisition (as defined in the Credit Agreement) exceeding $25.0 million (subject to a maximum of three permitted increases), and a minimum consolidated interest coverage ratio of 2.5 to 1.0. The primary non-financial covenants under the Credit Agreement limit, subject to various exceptions, CRA's ability to incur future indebtedness, to place liens on assets, to pay dividends or other distributions on its capital stock, to repurchase its capital stock, to conduct acquisitions, to make investments and loans, to alter its capital structure and to dispose of assets. As of October 3, 2026, CRA was in compliance with the covenants of the Credit Agreement. There were $75.0 million and $34.0 million in borrowings outstanding under the revolving credit facility as of October 3, 2026 and January 3, 2026, respectively. In addition, there were $74.7 million in borrowings outstanding under the term loan facility, net of $0.3 million of unamortized debt issuance costs, as of October 3, 2026, and no such borrowings outstanding as of January 3, 2026. Of the $74.7 million, $1.8 million was classified as a current liability within deferred revenue and other liabilities in the condensed consolidated balance sheets as of October 3, 2026. The amounts available under the revolving credit facility were reduced by certain letters of credit outstanding, which amounted to $3.1 million and $3.8 million, as of October 3, 2026 and January 3, 2026, respectively. As of October 3, 2026, CRA’s total available borrowing capacity under the revolving facility was $171.9 million. CRA has chosen to classify the revolver as a current liability in its condensed consolidated balance sheet, as CRA has the intent to repay the amount within 12 months after the balance sheet date.
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