CRA INTERNATIONAL, INC.

Previous wording

Our critical accounting policies involving the more significant estimates and judgments used in the preparation of our financial statements as of September 28, 2024 remain unchanged from December 30, 2023. Please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed with the SEC on February 29, 2024 (the “2023 Form 10-K”) for details on these critical accounting policies.

Current wording

Our critical accounting policies involving the more significant estimates and judgments used in the preparation of our financial statements as of March 29, 2025 remain unchanged from December 28, 2024. Please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 28, 2024, filed with the SEC on February 20, 2025 for details on these critical accounting policies.

Previous wording

Results of Operations—For the Fiscal Quarter and Fiscal Year-to-Date Period Ended September 28, 2024, Compared to the Fiscal Quarter and Fiscal Year-to-Date Period Ended September 30, 2023

Current wording

Results of Operations—For the Fiscal Quarter Ended March 29, 2025, Compared to the Fiscal Quarter Ended March 30, 2024

Previous wording

Revenues. Revenues increased by $20.1 million, or 13.6%, to $167.7 million for the third quarter of fiscal 2024 from $147.6 million for the third quarter of fiscal 2023. Utilization increased to 76% for the third quarter of fiscal 2024 from 66% for the third quarter of fiscal 2023, while consultant headcount decreased from 1,014 at the end of the third quarter of fiscal 2023 to 978 at the end of the third quarter of fiscal 2024.

Current wording

Revenues. Revenues increased by $10.1 million, or 5.9%, to $181.9 millionfor the first quarter of fiscal 2025 from $171.8 million for the first quarter of fiscal 2024. Utilization increased to 76% for the first quarter of fiscal 2025 from 73% for the first quarter of fiscal 2024, while consultant headcount decreased to 947 at the end of the first quarter of fiscal 2025 from 997 at the end of the first quarter of fiscal 2024.

Previous wording

Overall, revenues outside of the U.S. represented approximately 19% and 20% of net revenues for the third quarters of fiscal 2024 and fiscal 2023, respectively. Revenues derived from fixed-price projects remained unchanged at 18% of net revenues for the third quarter of fiscal 2024 compared with the third quarter of fiscal 2023. The percentage of revenue derived from fixed-price projects depends largely on the proportion of our revenues derived from our management consulting business, which typically has a higher concentration of fixed-price service contracts.

Current wording

Overall, revenues outside of the U.S. represented approxim ately 18% and 17% of net revenues for the first quarters of fiscal 2025 and fiscal 2024, respectively. Revenues derived from fixed-price projects decreased to 17% of net revenues for the first quarter of fiscal 2025 compared to 18% of net revenues for the first quarter of fiscal 2024. The percentage of revenue derived from fixed-price projects depends largely on the proportion of our revenues derived from our management consulting business, which typically has a higher concentration of fixed-price service contracts.

Previous wording

Costs of Services (exclusive of depreciation and amortization). Costs of services (exclusive of depreciation and amortization) increased by $9.3 million, or 8.8%, to $115.2 million for the third quarter of fiscal 2024 from $105.9 million for the third quarter of fiscal 2023. The increase in costs of services was due to an increase in employee and incentive compensation of $10.6 million and an increase in forgivable loan amortization of $0.5 million, partially offset by a decrease in client reimbursable expenses of $1.8 million. As a percentage of revenues, costs of services (exclusive of depreciation and amortization) decreased to 68.7% for the third quarter of fiscal 2024 from 71.8% for the third quarter of fiscal 2023.

Current wording

Costs of Services (exclusive of depreciation and amortization). Costs of services (exclusive of depreciation and amortization) increased by $1.5 million, or 1.3%, to $120.4 million for the first quarter of fiscal 2025 from $118.9 million for the first quarter of fiscal 2024. The increase in costs of services was due to an increase in employee and incentive compensation of $6.8 million, an increase in external consultants indirect project expenses of$0.3 million, partially offset by a decrease in forgivable loan amortization of $5.0 million and a decrease in client reimbursable expenses of $0.6 million. As a percentage of revenues, costs of services (exclusive of depreciation and amortization) decreased to 66.2% for the first quarter of fiscal 2025 from 69.2% for the first quarter of fiscal 2024.

Previous wording

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $3.4 million, or 12.2%, to $31.3 million for the third quarter of fiscal 2024 from $27.9 million for the third quarter of fiscal 2023. Within this category of expenses, there was a $1.5 million increase in employee and incentive compensation, a $1.1 million increase in software subscription and data services, a $0.7 million increase in rent expense, a $0.4 million increase in training and marketing expense, and a $0.1 million increase in miscellaneous and other fees partially offset by a $0.4 million decrease in travel and entertainment for the third quarter of fiscal 2024 as compared to the third quarter of fiscal 2023.

Current wording

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $2.0 million, or 6.6%, to $32.5 million for the first quarter of fiscal 2025 from $30.5 million for the first quarter of fiscal 2024. Within this category of expenses, there was a $0.8 million increase in employee and incentive compensation, a $0.7 million increase in legal and professional service fees, a $0.5 million increase in rent expense, and a $0.3 million increase in travel and entertainment, partially offset by a $0.4 million decrease in training and marketing expense for the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024.

Previous wording

As a percentage of revenues, selling, general and administrative expenses decreased to 18.6% for the third quarter of fiscal 2024 from 18.9% for the third quarter of fiscal 2023. Commissions to our non-employee experts remained unchanged at 2.4% of revenues for the third quarter of fiscal 2024 compared to the third quarter of fiscal 2023.

Current wording

As a percentage of revenues, selling, general and administrative expenses increased to 17.9% for the first quarter of fiscal 2025 from 17.8% for the first quarter of fiscal 2024. Commissions to our non-employee experts decreased to 2.0% of revenues for the first quarter of fiscal 2025 compared to 2.1% of revenues forthe first quarter of fiscal 2024.

Previous wording

Provision for Income Taxes. The income tax provision was $4.6 million and the effective tax rate ("ETR") was 28.7% for the third quarter of fiscal 2024 compared to $1.9 million and 18.3% for the third quarter of fiscal 2023. The ETR for the fiscal quarter ended September 28, 2024 was higher than the fiscal quarter ended September 30, 2023 primarily due to the release of a valuation allowance in the third quarter of fiscal 2023, partially offset by an increase in the tax benefit related to share-based compensation.

Current wording

Provision for Income Taxes. The income tax provision was $6.6 million and the effective tax rate ("ETR") was 27.0% for the first quarter of fiscal 2025 compared to $5.3 million and 28.0% for the first quarter of fiscal 2024. The ETR for the first quarter of fiscal 2025 was lower than the first quarter of fiscal 2024 primarily due to the impact of state tax law changes effective for the 2025 tax year and an increase in the tax benefit related to share-based compensation. The ETR for the first quarter of fiscal 2025 and 2024 were both higher than the combined federal and state statutory tax rate primarily due to nondeductible executive compensation and nondeductible meals and entertainment expenses, partially offset by the tax benefit related to share-based compensation.

Previous wording

Net Income. Net income increased to $11.4 million for the third quarter of fiscal 2024 from $8.6 million for the third quarter of fiscal 2023. The net income per diluted share was $1.67 per share for the third quarter of fiscal 2024, compared to $1.21 of net income per diluted share for the third quarter of fiscal 2023. Weighted average diluted shares outstanding decreased by approximately 240,000 shares to approximately 6,843,000 shares for the third quarter of fiscal 2024 from approximately 7,083,000 shares for the third quarter of fiscal 2023. The decrease in weighted average diluted shares outstanding was primarily due to the repurchase of shares of our common stock since September 30, 2023, offset in part by the vesting of shares of restricted stock and time-vesting restricted stock units and the exercise of stock options since September 30, 2023.

Current wording

Net Income. Net income increased to $18.0 million for the first quarter of fiscal 2025 from $13.7 million for the first quarter of fiscal 2024. The net income per diluted share was $2.62 per share for the first quarter of fiscal 2025, compared to $1.95 of net income per diluted share for the first quarter of fiscal 2024. Weighted average diluted shares outstanding decreased by approximately 149,000 shares to approximately 6,862,000 shares for the first quarter of fiscal 2025 from approximately 7,011,000 shares for the first quarter of fiscal 2024. The decrease in weighted average diluted shares outstanding was primarily due to the repurchase of shares of our common stock since March 30, 2024, offset in part by the vesting of shares of restricted stock and time-vesting restricted stock units since March 30, 2024.

Previous wording

We believe that our current cash, cash equivalents, cash generated from operations, and amounts available under our revolving credit facility will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least the next 12 months. As of September 28, 2024, we had $24.5 million of cash and cash equivalents and $135.9 million of borrowing capacity under our revolving credit facility.

Current wording

We believe that our current cash, cash equivalents, cash generated from operations, and amounts available under our revolving credit facility will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least the next 12 months. As of March 29, 2025, we had$25.6 million of cash and cash equivalents and $161.1 million of borrowing capacity under our revolving credit facility.

Previous wording

General. During the fiscal year-to-date period ended September 28, 2024, cash and cash equivalents decreased by $21.1 million. We completed the period with cash and cash equivalents of $24.5 million. The principal drivers of the decrease of cash and cash equivalents was payment of a significant portion of our fiscal 2023 performance bonuses in the first and second quarters of fiscal 2024, forgivable loan advances, the repurchase of shares, and the payment of dividends, offset by net borrowings of $60.0 million.

Current wording

General. During the fiscal quarter ended March 29, 2025, cash and cash equivalents decreased by $1.1 million. We completed the period with cash and cash equivalents of $25.6 million. The principal drivers of the decrease of cash and cash equivalents were the payment of a significant portion of our fiscal 2024 performance bonuses in the first quarter of fiscal 2025, forgivable loan advances, and the payment of dividends, offset by net borrowings of $85.0 million.

Previous wording

At September 28, 2024, $1.7 million of our cash and cash equivalents was held within the U.S. We have sufficient sources of liquidity in the U.S., including cash flow from operations and availability on our revolving credit facility to fund U.S. operations for the next 12 months without the need to repatriate funds from our foreign subsidiaries.

Current wording

At March 29, 2025, $2.4 millionof our cash and cash equivalents was held within the U.S. We have sufficient sources of liquidity in the U.S., including cash flow from operations and availability on our revolving credit facility to fund U.S. operations for the next 12 months without the need to repatriate funds from our foreign subsidiaries.

Previous wording

Sources and Uses of Cash. During the fiscal year-to-date period ended September 28, 2024, net cash used in operating activities was $29.7 million. Net income was $31.7 million for the fiscal year-to-date period ended September 28, 2024. Uses of cash for operating activities included a decrease in accounts payable, accrued expenses, and other liabilities of $24.2 million, primarily due to the payment of a significant portion of our fiscal 2023 performance bonuses and performance awards, an increase of $23.3 million in unbilled receivables, a $12.2 million decrease in lease liabilities, an increase in forgivable loans for the period of $14.0 million, which was primarily driven by $38.1 million of forgivable loan issuances, net of repayments, offset by $24.1 million of forgivable loan amortization, a $10.3 million increase in prepaid expenses and other current assets, and an increase of $9.0 million in accounts receivable. Partially offsetting these uses of cash was an increase of $7.3 million in incentive cash awards payable

Current wording

Sources and Uses of Cash. During the fiscal quarter ended March 29, 2025, net cash used in operating activities was $80.0 million. Net income was $18.0 million for the fiscal quarter ended March 29, 2025. Uses of cash for operating activities included a decrease in accounts payable, accrued expenses, and other liabilities of $81.6 million, primarily due to the payment of a significant portion of our fiscal 2024 performance bonuses, an increase of $25.2 million in unbilled receivables, a $4.7 million decrease in lease liabilities, an increase in forgivable loans for the period of $20.2 million, which was primarily driven by $26.8 million of forgivable loan issuances, net of repayments, offset by $6.6 million of forgivable loan amortization, a $0.3 million decrease in prepaid expenses and other current assets, and other assets, and a decrease of $22.5 million in accounts receivable. Partially offsetting these uses of cash was an increase of $2.8 million in incentive cash awards payable.

Previous wording

Non-cash items included right-of-use amortization of $11.3 million, depreciation and amortization expense of $8.5 million, and share-based compensation expenses of $3.8 million.

Current wording

Non-cash items included right-of-use amortization of $3.9 million, depreciation and amortization expense of $3.4 million, and share-based compensation expenses of $1.4 million.

Previous wording

During the fiscal year-to-date period ended September 28, 2024, net cash used in investing activities was $7.5 million, which included capital expenditures, primarily related to computer equipment.

Current wording

During the fiscal quarter ended March 29, 2025, net cash used in investing activities was $1.0 million, which consisted of capital expenditures, primarily related to computer equipment.

Previous wording

During the fiscal year-to-date period ended September 28, 2024, net cash provided by financing activities was $15.8 million, primarily as a result of net borrowings under the revolving credit facility of $60.0 million. Offsetting this increase in cash provided by financing activities were repurchases of common stock of $33.3 million, payment of cash dividends of $8.9 million, and tax withholding payments reimbursed by restricted shares on vesting of $2.0 million.

Current wording

During the fiscal quarter ended March 29, 2025, net cash provided by financing activities was $79.0 million, primarily as a result of net borrowings under the revolving credit facility of $85.0 million. Offsetting this increase in cash provided by financing activities were payment of cash dividends and dividend equivalents of $3.5 million, and tax withholding payments reimbursed by restricted shares of $2.5 million.

Previous wording

We are a lessee under certain operating leases for office space and equipment. Certain of our operating leases have terms that impose asset retirement obligations due to office modifications or the periodic redecoration of the premises, which are included in other liabilities on our condensed consolidated balance sheets and are recorded at a value based on their estimated discounted cash flows. At September 28, 2024, we expect to incur asset retirement obligation or redecoration obligation costs over the next twelve months of $0.1 million. The remainder of our asset retirement obligations and redecoration obligations are approximately $3.2 million and are expected to be paid between fiscal year 2026 and fiscal year 2033 when the underlying leases terminate or when the respective lease agreement requires redecoration. We expect to satisfy these lease and related obligations as they become due from cash generated from operations.

Current wording

We are a lessee under certain operating leases for office space and equipment. Certain of our operating leases have terms that impose asset retirement obligations due to office modifications or the periodic redecoration of the premises, which are included in deferred compensation and other non-current liabilities on our condensed consolidated balance sheets and are recorded at a value based on their estimated discounted cash flows. At March 29, 2025, we expect to incur no asset retirement obligation or redecoration obligation costs over the next twelve months. The remainder of our asset retirement obligations and redecoration obligations are approximately$3.1 million and are expected to be paid between fiscal year 2026 and fiscal year 2035 when the underlying leases terminate or when the respective lease agreement requires redecoration. We expect to satisfy these lease and related obligations as they become due from cash generated from operations.

Previous wording

Under the Credit Agreement, CRA must comply with various financial and non-financial covenants. The primary financial covenants consist of a maximum consolidated net leverage ratio of 3.0 to 1 and a minimum consolidated interest coverage ratio of 2.5 to 1. The primary non-financial covenants include, but are not limited to, restrictions on CRA's ability to incur future indebtedness, engage in acquisitions or dispositions, pay dividends or repurchase capital stock, and enter into business combinations. Any indebtedness outstanding under the revolving credit facility may become immediately due upon the occurrence of stated events of default, including CRA's failure to pay principal, interest or fees, or upon the breach of any covenant. As of September 28, 2024, CRA was in compliance with the covenants of the Credit Agreement.

Current wording

Under the Credit Agreement, we must comply with various financial and non-financial covenants. The primary financial covenants consist of a maximum consolidated net leverage ratio of 3.0 to 1 and a minimum consolidated interest coverage ratio of 2.5 to 1. The primary non-financial covenants include, but are not limited to, restrictions on our ability to incur future indebtedness, engage in acquisitions or dispositions, pay dividends or repurchase capital stock, and enter into business combinations. Any indebtedness outstanding under the revolving credit facility may become immediately due upon the occurrence of stated events of default, including our failure to pay principal, interest or fees, or upon the breach of any covenant. As of March 29, 2025, we were in compliance with the covenants of the Credit Agreement.

Previous wording

There was $60.0 million in borrowings outstanding under the revolving credit facility as of September 28, 2024 and no borrowings outstanding as of December 30, 2023. As of September 28, 2024, the amount available under the revolving credit facility was reduced by certain letters of credit outstanding, which amounted to $4.1 million.

Current wording

There was $85.0 million in borrowings outstanding under the revolving credit facility as of March 29, 2025 and no borrowings outstanding as of December 28, 2024. As of March 29, 2025, the amount available under the revolving credit facility was reduced by certain letters of credit outstanding, which amounted to $3.9 million.

Previous wording

In February 2024, we announced that our Board of Directors authorized an expansion of our existing share repurchase program of an additional $35.0 million of our common stock, for a total authorized amount of $46.4 million. 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.

Current wording

In February 2025, we announced that our Board of Directors authorized an expansion of our existing share repurchase program of an additional $45.0 million 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.

Previous wording

As of September 28, 2024, we had approximately $13.1 million available for future repurchases under our share repurchase program. We plan to finance future repurchases with available cash, cash from future operations, and borrowings available under our revolving credit facility. We expect to continue to repurchase shares under our share repurchase program.

Current wording

During the fiscal quarter ended March 29, 2025, we did not repurchase any shares under this share repurchase program. During the fiscal quarter ended March 30, 2024, we repurchased and retired 65,882 shares under our share repurchase program at an average price per share of $140.29. We had approximately $58.1 million available for future repurchases under our share repurchase program as of March 29, 2025. We plan to finance future repurchases with available cash, cash from future operations, and borrowings available under our revolving credit facility. We expect to continue to repurchase shares under our share repurchase program.

Previous wording

We anticipate paying regular quarterly dividends each year. These dividends are anticipated to be funded through cash flow from operations, available cash on hand, and/or borrowings available under our revolving credit facility. Although we anticipate paying regular quarterly dividends on our common stock for the foreseeable future, the declaration, timing and amounts of any such dividends remain subject to the discretion of our Board of Directors. During the fiscal quarter and fiscal year-to-date period ended September 28, 2024, we paid dividends and dividend equivalents of $2.9 million and $8.9 million, respectively. During the fiscal quarter and fiscal year-to-date period ended September 30, 2023, we paid dividends and dividend equivalents of $2.5 million and $7.8 million, respectively.

Current wording

We anticipate paying regular quarterly dividends each year. These dividends are anticipated to be funded through cash flow from operations, available cash on hand, and/or borrowings available under our revolving credit facility. Although we anticipate paying regular quarterly dividends on our common stock for the foreseeable future, the declaration, timing and amounts of any such dividends remain subject to the discretion of our Board of Directors. During the fiscal quarter ended March 29, 2025, we paid dividends and dividend equivalents of $3.5 million. During the fiscal quarter ended March 30, 2024, we paid dividends and dividend equivalents of $3.1 million.