−Removed: Item 9A —Controls and Procedures
+Added: Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
11 unchanged sentences
Our evaluation of our internal control over financial reporting discussed in Section (b) did not identify any changes in our internal control over financial reporting during the fourth quarter of fiscal 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: Item 9B —Other Information
−Removed: Item 9C —Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Other Information
+Added: During the fourth quarter of fiscal 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K) except as described in the table below.
+Added: Name and Title Date of Adoption of Rule 10b5-1 Trading Plan Scheduled Expiration Date of Rule 10b5-1 Trading Plan Aggregate Number of Securities to Be Purchased or Sold
+Added: Maleh , President and Chief Executive Officer
+Added: December 4, 2023 March 10, 2025 37,500
+Added: Mahoney , Chief Financial Officer, Executive Vice President and Treasurer
+Added: November 28, 2023 August 8, 2024 3,000
+Added: Yellin , Executive Vice President and General Counsel
+Added: November 28, 2023 November 7, 2024 5,000
+Added: Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
6 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 30, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2022, and our report dated March 2, 2023 expressed an unqualified opinion on those financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 30, 2023, and our report dated February 29, 2024 expressed an unqualified opinion on those financial statements.
Basis for opinion
16 unchanged sentences
Boston, Massachusetts
−Removed: March 2, 2023
+Added: February 29, 2024
We have omitted the information required in Part III of this annual report because we intend to include that information in our definitive proxy statement for the 2024 annual meeting of shareholders, which we expect to file within 120 days (or such greater number as permitted by SEC rules) after the end of fiscal 2023.
We incorporate that information in this annual report by reference to the proxy statement to be filed in connection with the 2024 annual meeting of our shareholders, which we will refer to herein as our "2024 annual proxy statement."
−Removed: Item 10 —Directors, Executive Officers and Corporate Governance
+Added: Directors, Executive Officers and Corporate Governance
We incorporate the information required by this item by reference to the sections captioned "Corporate Governance" (specifically, its subsections captioned "Overview," "Executive officers and directors" and "Audit committee") and "Delinquent Section 16(a) Reports" in our 2024 annual proxy statement.
−Removed: Item 11 —Executive Compensation
+Added: Executive Compensation
We incorporate the information required by this item by reference to the section captioned "Compensation of Directors and Executive Officers" in our 2024 annual proxy statement.
−Removed: Item 12 —Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
+Added: Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
We incorporate the information required by this item by reference to the sections captioned "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plans" in our 2024 annual proxy statement.
−Removed: Item 13 —Certain Relationships and Related Transactions and Director Independence
+Added: Certain Relationships and Related Transactions and Director Independence
We incorporate the information required by this item by reference to the sections captioned "Transactions with Related Parties" and "Corporate Governance" (specifically, its subsection captioned "Overview") in our 2024 annual proxy statement.
−Removed: Item 14 —Principal Accountant Fees and Services
+Added: Principal Accountant Fees and Services
We incorporate the information required by this item by reference to the section captioned "Principal Accountant Fees and Services" in our 2024 annual proxy statement.
−Removed: Item 15 —Exhibits and Financial Statement Schedules
+Added: Exhibits and Financial Statement Schedules
(a) Financial Statements, Schedules, and Exhibits.
20 unchanged sentences
10.2* Amended and Restated 2006 Equity Incentive Plan, as amended.
−Removed: DEF 14A April 27, 2018 Annex A
+Added: 8-K July 17, 2023 10.1
10.3* Form of Restricted Stock Agreement for Non-Employee Director Award Pursuant to Section 6.9 of the 2006 Equity Incentive Plan.
88 unchanged sentences
8-K May 25, 2016 10.3
−Removed: 10.41 Licence to Carry Out Works relating to Unit 2, Part Ground Floor, 8 Finsbury Circus, London EC2 dated May 20, 2016 by and among Mitsubishi Estate London Limited, CRA International (UK) Limited and CRA International, Inc.
+Added: 10.41 License to Carry Out Works relating to Unit 2, Part Ground Floor, 8 Finsbury Circus, London EC2 dated May 20, 2016 by and among Mitsubishi Estate London Limited, CRA International (UK) Limited and CRA International, Inc.
8-K May 25, 2016 10.4
32 unchanged sentences
S-1/A April 3, 1998 10.8
−Removed: 10.55 Amended and Restated Credit Agreement, dated as of October 24, 2017, by and among CRA International, Inc., CRA International (UK) Limited, CRA International (Netherlands) B.V., and CRA International Limited, as the Borrowers, Citizens Bank, N.A., as Administrative Agent, a Lender and an Issuing Bank, Bank of America, N.A., as a Lender and an Issuing Bank, and Santander Bank, N.A., as a Lender
−Removed: 8-K October 26, 2017 10.1
−Removed: 10.56 Amended and Restated Securities Pledge Agreement, dated as of October 24, 2017, by and between CRA International, Inc., as Pledgor, and Citizens Bank, N.A., as Administrative Agent
−Removed: 8-K October 26, 2017 10.2
−Removed: 10.57 Transaction Agreement dated November 20, 2017 by and among IMSWorld Publications Ltd., IMS Health Technology Solutions Norway AS, IMS Health GmbH & Co.
−Removed: OHG, IQVIA Inc., CRA International, Inc., CRA International (UK) Limited and the Former Employees
−Removed: 8-K November 27, 2017 10.2
10.55 Office Lease dated June 18, 2019 between 601 City Center LLC and CRA International, LLC
18 unchanged sentences
8-K March 20, 2020 10.5
−Removed: Incorporated by Reference
−Removed: Description Filed with
−Removed: Form 10-K Form Filing Date Exhibit No.
−Removed: 10.65 Incremental Amendment to Amended and Restated Credit Agreement, dated as of January 12, 2021, by and among CRA International, Inc., CRA International (UK) Limited, CRA International (Netherlands) B.V., and CRA International Limited, as the Borrowers, Citizens Bank, N.A., as Administrative Agent and a 2021 Incremental Revolving Lender, and Bank of America, N.A., as a 2021 Incremental Revolving Lender
−Removed: 8-K January 14, 2021 10.1
10.62 Third Amendment to Lease dated August 11, 2021 by and between CRA International, Inc., 601W South Wacker LLC and 601 Sunset Wacker LLC.
10-Q November 4, 2021 10.1
−Removed: 10.67 Suspension of Rights Agreement dated November 19, 2021, by and among Citizens Bank, N.A., CRA International, Inc., CRA International (UK) Limited, CRA International Limited and CRA International (Netherlands) B.V.
−Removed: 10-K March 3, 2022 10.67
−Removed: 10.68 Credit Agreement, dated as of August 19, 2022, by and among CRA International, Inc., CRA International (UK) Limited, CRA International (Netherlands) B.V., and CRA International Limited, as the Borrowers, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, the other L/C Issuers party thereto and the other Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 23, 2022).
+Added: 10.63 Credit Agreement, dated as of August 19, 2022, by and among CRA International, Inc., CRA International (UK) Limited, CRA International (Netherlands) B.V., and CRA International Limited, as the Borrowers, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, the other L/C Issuers party thereto and the other Lenders party thereto
8-K August 23, 2022 10.1
2 unchanged sentences
31.1 Rule 13a-14(a)/15d-14(a) certification of principal executive officer.
+Added: Incorporated by Reference
+Added: Description Filed with
+Added: Form 10-K Form Filing Date Exhibit No.
31.2 Rule 13a-14(a)/15d-14(a) certification of principal financial officer.
1 unchanged sentence
32.2 Section 1350 certification of principal financial officer.
+Added: 97.1 Policy for the Recovery of Erroneously Awarded Compensation
101 The following financial statements from CRA International, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language), as follows:
−Removed: (i) Consolidated Statements of Operations for the fiscal years ended December 31, 2022, January 1, 2022, and January 2, 2021, (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2022, January 1, 2022, and January 2, 2021, (iii) Consolidated Balance Sheets at December 31, 2022 and January 1, 2022, (iv) Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2022, January 1, 2022, and January 2, 2021, (v) Consolidated Statements of Shareholders' Equity for the fiscal years ended December 31, 2022, January 1, 2022, and January 2, 2021 and (vi) Notes to Consolidated Financial Statements.
+Added: (i) Consolidated Statements of Operations for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022, (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022, (iii) Consolidated Balance Sheets at December 30, 2023 and December 31, 2022, (iv) Consolidated Statements of Cash Flows for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022, (v) Consolidated Statements of Shareholders' Equity for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022 and (vi) Notes to Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Management contract or compensatory plan, contract or arrangement.
−Removed: Item 16 —Form 10-K Summary
+Added: Form 10-K Summary
Pursuant to the requirements of Section 13 or 15(d) 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.
1 unchanged sentence
President, Chief Executive Officer and Director
−Removed: March 2, 2023
+Added: February 29, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Signature Title Date
−Removed: MALEH President, Chief Executive Officer, and Chairman of the Board (principal executive officer) March 2, 2023
+Added: MALEH President, Chief Executive Officer, and Chairman of the Board (principal executive officer) February 29, 2024
/s/ DANIEL K.
−Removed: MAHONEY Chief Financial Officer, Executive Vice President, and Treasurer (principal financial officer and principal accounting officer) March 2, 2023
−Removed: /s/ RICHARD D.
−Removed: BOOTH Director March 2, 2023
+Added: MAHONEY Chief Financial Officer, Executive Vice President, and Treasurer (principal financial officer and principal accounting officer) February 29, 2024
/s/ THOMAS A.
−Removed: AVERY Director March 2, 2023
+Added: AVERY Director February 29, 2024
+Added: /s/ RICHARD D.
+Added: BOOTH Director February 29, 2024
/s/ WILLIAM F.
−Removed: CONCANNON Director March 2, 2023
−Removed: TAYLOR Director March 2, 2023
−Removed: /s/ ROBERT W.
−Removed: HOLTHAUSEN Director March 2, 2023
+Added: CONCANNON Director February 29, 2024
/s/ CHRISTINE R.
−Removed: DETRICK Director March 2, 2023
+Added: DETRICK Director February 29, 2024
+Added: /s/ ROBERT W.
+Added: HOLTHAUSEN Director February 29, 2024
+Added: KEENAN Director February 29, 2024
+Added: TAYLOR Director February 29, 2024
/s/ HEATHER E.
−Removed: TOOKES Director March 2, 2023
+Added: TOOKES Director February 29, 2024
CRA INTERNATIONAL, INC.
12 unchanged sentences
We have audited the accompanying consolidated balance sheets of CRA International, Inc.
−Removed: (a Massachusetts corporation) and subsidiaries (the "Company") as of December 31, 2022 and January 1, 2022, the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and January 1, 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 2, 2023 expressed an unqualified opinion.
+Added: (a Massachusetts corporation) and subsidiaries (the "Company") as of December 30, 2023 and December 31, 2022, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 30, 2023, and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 30, 2023 and December 31, 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 30, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 29, 2024 expressed an unqualified opinion.
Basis for opinion
13 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Fixed-Price Revenue Recognition – Estimates of total costs to complete a performance obligation
+Added: Fixed-Price Revenue Recognition – Estimates of total costs to complete a performance obligation for performance obligations that are partially satisfied as of the balance sheet date
As described further in Notes 1 and 2 to the consolidated financial statements, the Company recognizes revenue from fixed-price arrangements using the ratio of costs incurred to total estimated costs for completing a performance obligation.
−Removed: We identified the Company’s estimates of total costs to complete a performance obligation in a fixed-price contract as a critical audit matter.
−Removed: The principal considerations for our determination that the Company’s estimates of total costs to complete a performance obligation in a fixed-price arrangement is a critical audit matter are the significant management judgement in estimating forecasted direct labor, subcontract labor and other direct costs remaining to complete a performance obligation and to determine the related revenue recognized.
+Added: We identified the Company’s estimates of total costs to complete a performance obligation for performance obligations in a fixed-price arrangement that are partially satisfied at the balance sheet date as a critical audit matter.
+Added: The principal considerations for our determination that the Company’s estimates of total costs to complete a performance obligation for performance obligations in a fixed-price arrangement that are partially satisfied at the balance sheet date is a critical audit matter are the significant management judgement in estimating forecasted direct labor, subcontract labor and other direct costs remaining to complete a performance obligation and to determine the related revenue recognized.
Significant management estimates are subject to estimation uncertainty and require significant auditor subjectivity in evaluating the results of our procedures and the reasonableness of those estimates.
−Removed: Our audit procedures related to the estimates of total costs to complete a performance obligation included the following, among others.
−Removed: • We tested the design and operating effectiveness of internal controls relating to management’s estimates of total costs to complete a performance obligation in a fixed-price arrangement.
−Removed: • We evaluated management’s historical ability to estimate total costs to complete a performance obligation in a fixed-price arrangement.
−Removed: • For a sample of fixed-price arrangements, we obtained subsequent actual costs incurred and subsequent estimates of total costs to complete and compared to the Company's estimate.
+Added: Our audit procedures related to the estimates of total costs to complete a performance obligation for performance obligations in a fixed-price arrangement that are partially satisfied at the balance sheet date included the following, among others.
+Added: • We tested the design and operating effectiveness of internal controls relating to management’s estimates of total costs to complete a performance obligation in a fixed-price arrangement for partially completed performance obligations as of the balance sheet date.
+Added: • We evaluated management’s historical ability to estimate total costs to complete a performance obligation.
+Added: • For a sample of fixed-price arrangements, that had partially completed performance obligations as of the balance sheet date, we obtained subsequent actual costs incurred and subsequent estimates of total costs to complete and compared to the Company's estimate.
/s/ GRANT THORNTON LLP
1 unchanged sentence
Boston, Massachusetts
−Removed: March 2, 2023
+Added: February 29, 2024
CRA INTERNATIONAL, INC.
30 unchanged sentences
CONSOLIDATED BALANCE SHEETS
−Removed: 2022 January 1,
+Added: 2023 December 31,
(in thousands, except
60 unchanged sentences
Forgivable loans 2,678 ( 10,539 ) 10,742
−Removed: Incentive cash awards 6,618 6,724 6,602
+Added: Incentive cash awards payable 8,122 6,618 6,724
Accounts payable, accrued expenses, and other liabilities 4,007 2,253 14,875
21 unchanged sentences
Increase (decrease) in accounts payable and accrued expenses for property and equipment $ ( 91 ) $ ( 268 ) $ 8
−Removed: Asset retirement obligations $ — $ — $ 155
+Added: Excise tax on share repurchases $ ( 247 ) $ — $ —
Right-of-use assets obtained in exchange for lease obligations $ 3,198 $ 2,436 $ 1,751
14 unchanged sentences
Issued Amount
−Removed: BALANCE AT DECEMBER 28, 2019 7,814,797 $ 9,265 $ 200,249 $ ( 11,763 ) $ 197,751
−Removed: Balance at December 29, 2019, as previously reported 7,814,797 9,265 200,249 ( 11,763 ) 197,751
−Removed: Cumulative effect of a change in accounting principle related to ASC 326 — — ( 203 ) — ( 203 )
−Removed: Balance at December 29, 2019, as adjusted 7,814,797 $ 9,265 $ 200,046 $ ( 11,763 ) $ 197,548
+Added: BALANCE AT JANUARY 2, 2021 7,693,497 $ 503 $ 216,999 $ ( 8,483 ) $ 209,019
Net income — — 41,679 — 41,679
Foreign currency translation adjustment — — — ( 1,467 ) ( 1,467 )
+Added: Issuance of restricted common stock for contingent consideration 40,039 2,250 — — 2,250
Exercise of stock options 192,803 5,157 — — 5,157
9 unchanged sentences
Foreign currency translation adjustment — — — ( 5,031 ) ( 5,031 )
−Removed: Issuance of restricted common stock for contingent consideration 40,039 2,250 — — 2,250
Exercise of stock options 61,645 1,411 — — 1,411
6 unchanged sentences
— — ( 9,580 ) — ( 9,580 )
−Removed: BALANCE AT JANUARY 1, 2022 7,362,703 $ — $ 215,784 $ ( 9,950 ) $ 205,834
+Added: BALANCE AT DECEMBER 31, 2022 7,149,884 $ 1,743 $ 224,392 $ ( 14,981 ) $ 211,154
Net income — — 38,481 — 38,481
5 unchanged sentences
Shares repurchased ( 296,158 ) ( 3,885 ) ( 27,532 ) — ( 31,417 )
+Added: Accrued excise tax on shares repurchased — — ( 247 ) — ( 247 )
Accrued dividends on unvested shares — — ( 4 ) — ( 4 )
16 unchanged sentences
CRA's fiscal years periodically contain 53 weeks rather than 52 weeks.
−Removed: Fiscal 2022 and fiscal 2021 were 52 -week years.
−Removed: Fiscal 2020 was a 53-week year.
+Added: Fiscal 2023, fiscal 2022, and fiscal 2021 were 52-week years.
CRA's fiscal quarter ends are determined as the last Saturday nearest the respective calendar quarter end.
17 unchanged sentences
As of December 30, 2023, CRA's cash accounts were concentrated at two financial institutions, which potentially exposes CRA to credit risks.
−Removed: The financial institutions have short-term credit ratings of A-1 and A-2 by Standard & Poor's ratings services.
−Removed: CRA has not experienced any losses related to such accounts.
+Added: The financial institutions are creditworthy and the Company has not experienced any losses related to such accounts.
CRA does not believe that there is significant risk of non-performance by the financial institutions, and its cash on deposit is fully liquid.
CRA continually monitors the credit ratings of the institutions.
−Removed: CRA INTERNATIONAL, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Foreign Currency Translation
1 unchanged sentence
Dollars at reporting period-end exchange rates and operating accounts are translated at average exchange rates for each fiscal month.
−Removed: The resulting translation adjustments are recorded in shareholders' equity as a component of accumulated other comprehensive income (loss).
+Added: The resulting translation
+Added: CRA INTERNATIONAL, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: adjustments are recorded in shareholders' equity as a component of accumulated other comprehensive income (loss).
Foreign currency transactions are remeasured at current exchanges rates, with adjustments recorded as foreign currency gains (losses), net, on the consolidated statements of operations.
These foreign currency transactions may be realized or unrealized based upon whether the transaction has settled as of the reporting period-end.
−Removed: The effect of transaction gains and losses recorded in income before provision for income taxes amounted to gains of $ 1.9 million for fiscal 2022, losses of $ 0.5 million for fiscal 2021, and gains of approximately $0.1 million for fiscal 2020.
+Added: The effect of transaction gains and losses recorded in income before provision for income taxes amounted to losses of $ 1.4 million for fiscal 2023, gains of $ 1.9 million for fiscal 2022, and losses of $ 0.5 million for fiscal 2021.
Revenue Recognition and Allowances for Accounts Receivable and Unbilled Services
4 unchanged sentences
The contracts that CRA enters into and operates under specify whether the engagement will be billed on a time-and-materials basis or a fixed-price basis.
−Removed: These engagements generally last three to six months , although some engagements can be much longer in duration.
• Time-and-materials arrangements require the client to pay based on the number of hours worked at contractually agreed-upon hourly rates.
7 unchanged sentences
For arrangements that contain multiple performance obligations, the fixed price is allocated based on the estimated relative standalone selling prices of the promised services underlying each performance obligation.
−Removed: CRA has elected as a practical expedient to not disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations as of December 31, 2022 and January 1, 2022, as CRA's contracts have an original expected duration of one year or less or revenue has been recognized at the amount for which CRA has the right to invoice for consulting services performed.
+Added: CRA has elected as a practical expedient to not disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations as of December 30, 2023 and December 31, 2022, as CRA's contracts have an original expected duration of one year or less or revenue has been recognized at the amount for which CRA has the right to invoice for consulting services performed.
Reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other third-party vendor expenses, are generally included in revenues, and an equivalent amount of reimbursable expenses is included in costs of services in the period in which the expense is incurred.
4 unchanged sentences
Client prepayments and retainers are classified as deferred revenues and recognized over future periods as earned in accordance with the applicable retention agreement.
−Removed: CRA INTERNATIONAL, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CRA usually issues invoices to its customers on a monthly basis, and payment is usually due upon receipt of the invoice unless contract terms state otherwise.
1 unchanged sentence
CRA does not assess whether a significant financing component exists if the period between when it performs its obligations under the contract and when the customer pays is one year or less.
−Removed: None of CRA's contracts contained a significant financing component as of December 31, 2022 or January 1, 2022.
+Added: None of CRA's contracts contained a significant financing component as of December 30, 2023 or December 31, 2022.
+Added: CRA INTERNATIONAL, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Contract Balances from Contracts with Customers
7 unchanged sentences
Variable Consideration
−Removed: Variable consideration to be included in the transaction price is estimated using either the expected value method or the most likely method based on facts and circumstances.
+Added: Variable consideration to be included in the transaction price is estimated using the expected value method.
Variable consideration is included in the transaction price if it is probable that a significant future reversal of cumulative revenue under the contract will not occur.
11 unchanged sentences
However, CRA does not require collateral or other security.
−Removed: CRA adopted ASU No.
−Removed: 2016-13, Financial Instruments – Credit Loss (Topic 326):
−Removed: 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.
−Removed: As a result of the adoption, CRA recognized a cumulative-effect adjustment of $ 0.2 million to retained earnings and allowances for accounts receivable.
−Removed: Comparative periods and their respective disclosures prior to the adoption of ASC 326 have not been adjusted.
CRA maintains allowances for accounts receivable and unbilled services for estimated losses resulting from clients’ failure to make required payments.
2 unchanged sentences
Bad debt expense, net of recoveries of previously written off allowances, is recorded as a component of selling, general and administrative expenses on the consolidated statements of operations.
−Removed: CRA INTERNATIONAL, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Costs of Services
4 unchanged sentences
Selling, general and administrative expenses include salaries, bonuses, share-based compensation expense, and benefits of our administrative and support staff, fees to non-employee experts for generating new business, office rent, marketing, and other costs.
+Added: CRA INTERNATIONAL, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Business Combinations
CRA accounts for business acquisitions using the acquisition method of accounting, which requires assets acquired and liabilities assumed to be measured and recorded at their estimated fair values as of the acquisition date, with certain exceptions.
+Added: Right-of-use assets and lease liabilities are recorded on the date of acquisition in accordance with ASC Topic 842, Leases.
+Added: In addition, contract assets and contract liabilities are recorded in accordance with ASC 606, as we adopted Accounting Standards Update No.
+Added: 2021-08, Business Combinations (Topic 805):
+Added: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers on the first day of fiscal 2022.
+Added: All other tangible assets and identifiable intangible assets acquired and liabilities assumed are recorded at their fair value as of the date of acquisition.
The purchase price is determined as the fair value of consideration transferred.
−Removed: Goodwill is recognized for the excess of consideration transferred over the net value of assets acquired and liabilities assumed.
−Removed: The operating results of each acquired company is included in CRA's consolidated financial statements beginning on the date of acquisition.
−Removed: Fair value measurements require use of estimates and assumptions, including estimates of future cash flows to be generated by the acquired assets.
−Removed: The useful lives of identifiable intangible assets acquired in a business acquisition are estimated based on the expected period that the Company will receive substantially all projected future benefits from the intangible asset.
−Removed: Transaction expenses directly related to acquisitions are expensed as incurred and are included in selling, general and administrative expenses on the consolidated statements of operations.
+Added: Goodwill is recognized for the excess of consideration transferred over the estimated fair value of the identifiable net assets acquired.
+Added: Intangible assets that are separate from goodwill and have determinable useful lives are valued separately.
+Added: Fair value measurements require extensive use of estimates and assumptions, including estimates of future cash flows to be generated by the acquired assets, discount rates that we believe reflect the risk factors associated with the related cash flows, and estimates of useful lives.
+Added: The useful lives of identifiable intangible assets acquired in a business acquisition are estimated based on the expected period that we will receive substantially all of the projected future benefits from the intangible asset.
Deferred Compensation
15 unchanged sentences
ROU assets are equal to the lease liability, adjusted for payments made to the lessor prior to the lease commencement date and lease incentives received, such as tenant improvement allowances.
−Removed: CRA estimates its incremental borrowing rate for each leased asset based on the interest rate CRA would incur to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a
−Removed: CRA INTERNATIONAL, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: similar economic environment.
+Added: CRA estimates its incremental borrowing rate for each leased asset based on the interest rate CRA would incur to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment.
CRA recognizes rent expense for its operating leases on a straight-line basis over the term of the lease.
3 unchanged sentences
CRA's equipment leases are generally short-term.
−Removed: CRA's office space leases have remaining lease terms between one and approximately nine years , many of which include one or more options to extend the term for periods of up to five years for each option.
−Removed: Certain office space leases contain options to terminate the lease early, which may include a penalty for exercising the option.
+Added: CRA's office space leases have remaining lease terms between one and approximately eight years , many of which include one or more options to extend the term for periods of up to five years for each option.
+Added: Certain office space leases contain options to terminate the lease early,
+Added: CRA INTERNATIONAL, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: which may include a penalty for exercising the option.
Many of the termination options require notice within a specified period, after which the option is no longer available to CRA if not exercised.
12 unchanged sentences
Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired.
−Removed: Goodwill is tested annually for impairment as of October 15th and if events or changes in circumstances indicate that the carrying value may not be recoverable.
−Removed: Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair values of the identifiable assets acquired.
+Added: Goodwill is tested annually for impairment as of October 15 and if events or changes in circumstances indicate that the carrying value may not be recoverable.
CRA assesses goodwill at the reporting unit level.
8 unchanged sentences
Intangible Assets
−Removed: Intangible assets are comprised of non-competition agreements and customer relationship intangibles, which are separable from goodwill and have determinable useful lives.
+Added: Intangible assets are comprised of customer relationship intangibles, which are separable from goodwill and have determinable useful lives.
CRA's intangible assets are valued separately and amortized over their estimated useful lives using the straight-line method.
1 unchanged sentence
Property and equipment are recorded at cost.
−Removed: Depreciation is calculated using the straight-line method based on the estimated useful lives of approximately three years for computer equipment, three to ten years for computer software, and ten
−Removed: CRA INTERNATIONAL, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: years for furniture and fixtures.
+Added: Depreciation is calculated using the straight-line method based on the estimated useful lives of approximately three years for computer equipment, three to ten years for computer software, and ten years for furniture and fixtures.
Amortization of leasehold improvements is calculated using the straight-line method over the shorter of the lease term or the estimated useful life of the leasehold improvements.
4 unchanged sentences
Debt issuance costs in the amount of $ 0.2 million and $ 0.6 million are included in prepaid expenses and other current assets and other assets, respectively, on the consolidated balance sheets as of December 30, 2023.
−Removed: Debt issuance costs in the amount of $ 0.2 million are included in prepaid expenses and other current assets on the consolidated balance sheets as of January 1, 2022.
+Added: Debt issuance costs in the amount of $ 0.2 million and $ 0.7 million are included in prepaid expenses and other current assets and other assets, respectively, on the consolidated balance sheets as of December 31, 2022.
+Added: CRA INTERNATIONAL, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Impairment of Long-Lived Assets
2 unchanged sentences
• a significant underperformance relative to expected historical or projected future operating results;
+Added: • a significant decrease in the market price of a long-lived asset (asset group);
• a significant change in the manner of CRA's use of the acquired asset or the strategy for CRA's overall business;
+Added: • a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group);
+Added: • an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group);
+Added: • a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group);
+Added: • a current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life;
• a significant negative industry or economic trend.
7 unchanged sentences
A contingent consideration liability paid in February 2021, 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").
−Removed: CRA recorded an additional contingent consideration liability of $ 1.1 million during fiscal year 2022 related to the acquisition of bSG.
+Added: CRA recorded an additional contingent consideration liability of $ 1.1 million during fiscal year 2022 related to the acquisition of bioStrategies Group, Inc.
The fair value measurement of the liabilities were based on significant inputs not observed in the market and thus represented a Level 3 measurement.
4 unchanged sentences
Deferred tax assets and liabilities are recognized based on estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases.
−Removed: CRA includes in the estimate of deferred tax assets and liabilities an
+Added: CRA includes in the estimate of deferred tax assets and liabilities an estimate of the realizable benefits from operating loss and tax credit carryforwards.
+Added: Deferred tax assets and liabilities are
CRA INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: estimate of the realizable benefits from operating loss and tax credit carryforwards.
−Removed: Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
+Added: measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
26 unchanged sentences
Performance-vesting restricted stock units are expensed using the graded attribution method.
+Added: The forfeiture rate is based upon historical experience.
+Added: CRA believes its historical experience is an appropriate indicator of future forfeitures.
Common Stock and Equity
26 unchanged sentences
The adoption of the new standard had no impact on CRA's financial position, results of operations, cash flows, or disclosures on the date of transition.
+Added: Recent Accounting Standards Not Yet Adopted
+Added: Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures
+Added: In November 2023, the FASB issued Accounting Standards Update ("ASU") No.
+Added: 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures ("ASU 2023-07") .
+Added: The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
+Added: ASU 2023-07 also requires that a public entity that has a single reportable segment provide all disclosures required by these amendments and all existing segment disclosures in Topic 280.
+Added: ASU 2023-07 is effective for CRA for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
+Added: CRA plans to adopt the amendments during the fourth fiscal quarter of 2024.
+Added: CRA is in the process of evaluating the impact of adopting ASU 2023-07.
+Added: Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures
+Added: In December 2023, the FASB issued Accounting Standards Update ("ASU") No.
+Added: 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures ("ASU 2023-09") .
+Added: The ASU requires disclosure of specific categories in the rate reconciliation, provide additional information for reconciling items that meet a quantitative threshold, disclose the amount of income taxes paid disaggregated by federal, state, foreign taxes, and individual jurisdiction.
+Added: ASU 2023-09 also requires income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.
+Added: ASU 2023-09 is effective for CRA for annual periods beginning after December 15, 2024.
+Added: CRA plans to adopt the amendments during the annual reporting fiscal year of 2025.
+Added: CRA is in the process of evaluating the impact of adopting ASU 2023-09.
+Added: CRA INTERNATIONAL, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Business Acquisition
2 unchanged sentences
Welch Consulting provided economic, business, and strategic consulting services principally involving labor and employment issues.
−Removed: The acquisition expands CRA’s business opportunities, expertise, and market presence with the addition of 45 colleagues and offices in Bryan, Texas;
+Added: The acquisition expanded CRA’s business opportunities, expertise, and market presence with the addition of 45 colleagues and offices in Bryan, Texas;
Los Angeles, California;
1 unchanged sentence
A non-employee expert of CRA served as an agent and attorney-in-fact on behalf of Welch Consulting.
−Removed: The non-employee expert did not and will not receive compensation or a portion of the purchase price as part of the transaction.
+Added: The non-employee expert did not receive compensation or a portion of the purchase price as part of the transaction.
The acquisition has been accounted for as a business combination, and the results of operations have been included in the accompanying consolidated financial statements from the date of acquisition.
2 unchanged sentences
All other tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at their fair value as of the date of acquisition.
−Removed: CRA INTERNATIONAL, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Welch Consulting's results of operations have been included in the accompanying consolidated statements of operations from the date of acquisition.
21 unchanged sentences
Net assets acquired $ 10,559
−Removed: For the acquired assets and assumed liabilities, CRA has paid $ 10.2 million, net, as of December 31, 2022, the amount of which was based on adjusted estimates of certain net working capital items.
−Removed: Per the terms of the Asset Purchase Agreement, $ 0.5 million was withheld from the closing payment and will be paid to Welch Consulting within one year of the date of acquisition, subject to the satisfaction of certain assurances provided by Welch Consulting.
+Added: For the acquired assets and assumed liabilities, CRA paid $ 10.6 million, net, as of December 30, 2023, the amount of which was based on adjusted estimates of certain net working capital items.
In addition, CRA issued $ 7.9 million of forgivable loans and agreed to provide other deferred compensation to key employees and a non-employee expert, which is treated as post-transaction compensation expense over the term of the loan.
2 unchanged sentences
The Company also recorded $ 2.4 million of goodwill, all of which is expected to be deductible for tax purposes.
+Added: CRA INTERNATIONAL, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On November 29, 2022, CRA acquired substantially all of the business assets and assumed certain liabilities of bioStrategies Group, Inc.
(“bSG”), a Chicago-based consulting firm focused on developing commercial strategies for healthcare products and technologies.
−Removed: The acquisition expands CRA’s business opportunities, expertise, and market presence with the addition of 17 colleagues with an office in Chicago, Illinois.
+Added: The acquisition expanded CRA’s business opportunities, expertise, and market presence with the addition of 17 colleagues with an office in Chicago, Illinois.
The acquisition has been accounted for as a business combination, and the results of operations have been included in the accompanying consolidated financial statements from the date of acquisition.
The acquisition of bSG is not significant to our consolidated financial statements for the year ended December 31, 2022.
−Removed: Transaction related expenses, which are principally legal and accounting service fees, amounted to $ 0.3 million for the fiscal year-to-date period ended December 31, 2022 and are included in selling, general and administrative expenses on the consolidated statements of operations.
−Removed: CRA INTERNATIONAL, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Revenues and Allowances
10 unchanged sentences
Total $ 623,976 $ 590,901 $ 565,933
+Added: Revenues have been attributed to locations based on the location of the legal entity generating the revenues.
Year Ended Year Ended Year Ended
11 unchanged sentences
CRA also maintains allowances for accounts receivable and unbilled services for estimated losses resulting from clients’ failure to make required payments.
−Removed: CRA adopted ASC 326 on the first day of fiscal 2020, which changed the method CRA utilizes to estimate reserves related to credit risk.
−Removed: Under ASC 326, CRA estimates allowances based on historical charge-off rates, adjusted for days of sales outstanding and expected changes to clients’ financial conditions during the anticipated collection period.
+Added: Under ASC 326, CRA estimates allowances based on historical charge-off rates, adjusted for days sales outstanding and expected changes to clients’ financial conditions during the anticipated collection period.
Bad debt expense, net of recoveries of previously written off allowances, is recorded as a component of selling, general and administrative expenses on the consolidated statements of operations.
−Removed: A rollforward of the variable consideration and doubtful accounts reserves for accounts receivable, which includes allowances for doubtful accounts of $ 0.1 million and $ 0.5 million as of December 31, 2022 and January 1, 2022, respectively, is as follows (in thousands):
CRA INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: A rollforward of the variable consideration and doubtful accounts reserves for accounts receivable, which includes allowances for doubtful accounts of $ 0.6 million and $ 0.1 million as of December 30, 2023 and December 31, 2022, respectively, is as follows (in thousands):
Fiscal Year Fiscal Year
20 unchanged sentences
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.
−Removed: The contract assets balance was immaterial as of December 31, 2022 and January 1, 2022.
+Added: The contract assets balance was immaterial as of December 30, 2023 and December 31, 2022.
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.
1 unchanged sentence
The following table presents the closing balances of CRA's contract liabilities (in thousands):
−Removed: 2022 January 1,
−Removed: 2022 January 2,
−Removed: Contract liabilities $ 6,977 $ 8,811 $ 5,527
CRA INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: 2023 December 31,
+Added: 2022 January 1,
+Added: Contract liabilities $ 6,037 $ 6,977 $ 8,811
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):
8 unchanged sentences
During fiscal years 2023, 2022 and 2021 there were no balances due under these loans for which the full principal and interest were not forgiven or not collected upon termination of employment or affiliation with CRA.
−Removed: 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.
+Added: The forgiveness of the principal amount of the loans is recorded as compensation 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):
12 unchanged sentences
The components of CRA's lease expenses, which are included in the consolidated statements of operations, are as follows (in thousands):
+Added: CRA INTERNATIONAL, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended Year Ended Year Ended
3 unchanged sentences
Total lease cost $ 26,114 $ 24,765 $ 24,008
−Removed: CRA INTERNATIONAL, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents summary information for CRA's lease terms and discount rates for its operating leases:
−Removed: 2022 January 1,
+Added: 2023 December 31,
2022 January 1,
9 unchanged sentences
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 consolidated balance sheets.
−Removed: As of December 31, 2022 and January 1, 2022, these redecoration and asset retirement obligations were approximately $ 1.9 million and $ 2.0 million, respectively.
+Added: As of December 30, 2023 and December 31, 2022, these redecoration and asset retirement obligations were approximately $ 2.2 million and $ 1.9 million, respectively.
As of December 30, 2023, CRA had no additional operating leases that had not yet commenced.
10 unchanged sentences
There were no impairment losses related to goodwill during fiscal 2023, fiscal 2022, or fiscal 2021.
−Removed: Intangible assets that are separable from goodwill and have determinable useful lives are valued separately and amortized using the straight-line method over their expected useful lives.
−Removed: The components of acquired identifiable intangible assets are as follows (in thousands):
CRA INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: December 31, 2022 January 1, 2022
+Added: Intangible assets that are separable from goodwill and have determinable useful lives are valued separately and amortized using the straight-line method over their expected useful lives.
+Added: The components of acquired identifiable intangible assets are as follows (in thousands):
+Added: December 30, 2023 December 31, 2022
Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
−Removed: Non-competition agreements 5 $ — $ — $ — $ 280 $ ( 275 ) $ 5
Customer relationships 10 13,800 ( 6,604 ) 7,196 13,800 ( 5,212 ) 8,588
−Removed: Total $ 13,800 $ ( 5,212 ) $ 8,588 $ 8,500 $ ( 4,319 ) $ 4,181
There were no impairment losses related to intangible assets during fiscal 2023, fiscal 2022, or fiscal 2021.
7 unchanged sentences
Property and equipment consist of the following (in thousands):
−Removed: 2022 January 1,
+Added: 2023 December 31,
Computer, office equipment, and software $ 31,261 $ 30,268
7 unchanged sentences
Geographic Breakdown December 30,
−Removed: 2022 January 1,
+Added: 2023 December 31,
Long-lived assets (property and equipment, net):
7 unchanged sentences
Accrued expenses consist of the following (in thousands):
−Removed: 2022 January 1,
+Added: 2023 December 31,
Compensation and related expenses $ 143,647 $ 138,728
3 unchanged sentences
Total accrued expenses $ 171,040 $ 155,864
−Removed: As of December 31, 2022 and January 1, 2022, approximately $ 116.1 million and $ 118.9 million, respectively, of accrued bonuses for fiscal 2022 and fiscal 2021 were included above in "Compensation and related expenses".
+Added: As of December 30, 2023 and December 31, 2022, approximately $ 121.2 million and $ 116.1 million, respectively, of accrued bonuses for fiscal 2023 and fiscal 2022 were included above in "Compensation and related expenses".
The components of income before provision for income taxes are as follows (in thousands):
14 unchanged sentences
State ( 630 ) 96 308
−Removed: Total deferred expense 189 446 1,114
+Added: Total deferred expense (benefit) ( 4,634 ) 189 446
Total tax expense $ 13,807 $ 15,181 $ 12,596
9 unchanged sentences
Executive Compensation 1.7 1.6 1.3
+Added: Valuation Allowance ( 1.5 ) 0.7 0.6
Other 0.4 ( 0.6 ) ( 0.1 )
Annual effective tax rate 26.4 % 25.8 % 23.2 %
−Removed: The components of CRA's deferred tax assets (liabilities) are as follows (in thousands):
−Removed: 2022 January 1,
+Added: The components of CRA's deferred tax assets and liabilities are as follows (in thousands):
+Added: 2023 December 31,
Deferred tax assets:
15 unchanged sentences
At December 30, 2023, CRA had U.S.
−Removed: local and foreign net operating losses of $ 2.4 million with lives ranging from 20 years to indefinite.
+Added: local and foreign net operating losses of $ 2.6 million, an increase of $ 0.3 million from the prior fiscal year-end, with lives ranging from 20 years to indefinite.
+Added: The change in the total valuation allowance for the current fiscal year was a decrease of approximately $ 0.7 million.
+Added: The change in assessment was prompted by the enactment of new legislation in a foreign jurisdiction, and as a result, the foreign entity is currently profitable and is expected to maintain profitability in future years.
+Added: The release of the valuation allowance was comprised primarily of the foreign net operating loss carryforwards previously noted which are forecasted to be utilized over approximately a forty-year period.
The aggregate changes in the balances of gross unrecognized tax benefits were as follows (in thousands):
5 unchanged sentences
federal jurisdiction and various state and foreign jurisdictions.
−Removed: A number of years may elapse before an uncertain tax position, for which CRA has unrecognized tax benefits, is audited and finally resolved.
−Removed: While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, CRA believes that its unrecognized tax benefits reflect the most likely outcome.
−Removed: CRA adjusts these unrecognized tax benefits, and the associated interest, in light of changing facts and circumstances.
−Removed: At the end of fiscal 2022, accrued interest for uncertain tax positions and total unrecognized tax benefit were immaterial.
+Added: CRA adjusts its unrecognizable tax benefits and the associated interest in light of changing facts and circumstances.
+Added: A number of years may
CRA INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: elapse before an uncertain tax position is audited and finally resolved.
+Added: While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, CRA believes that its unrecognized tax benefits reflect the most likely outcome.
The number of years with open tax audits varies depending on the tax jurisdiction.
2 unchanged sentences
Within the significant states where CRA is subject to income tax, CRA is no longer subject to examinations by state taxing authorities before fiscal 2019.
−Removed: CRA's United Kingdom ("U.K.") subsidiary's corporate tax returns are no longer subject to examination by Her Majesty's Revenue and Customs for years before fiscal 2021.
−Removed: During fiscal 2022, an examination by the German Tax Authority for fiscal years 2014-2016 concluded with no material adjustment.
−Removed: CRA believes its reserves for uncertain tax positions are adequate.
−Removed: During the fourth quarter of fiscal 2020, CRA considered the operating needs of the U.K.
−Removed: subsidiary, as well as the tax implications of no longer asserting indefinite reinvestment with respect to the U.K.
−Removed: As a result of both a qualitative and quantitative analysis, previously taxed and untaxed post fiscal 2018 U.K.
+Added: CRA's United Kingdom ("U.K.") subsidiary's corporate tax returns are no longer subject to examination by His Majesty's Revenue and Customs for years before fiscal 2022.
+Added: In fiscal 2020, as a result of both a qualitative and quantitative analysis, certain amounts of previously taxed and untaxed post fiscal 2018 U.K.
earnings were no longer considered permanently reinvested.
2 unchanged sentences
parent entity received approximately $ 10.2 million in cash dividends from CRA's U.K.
−Removed: These dividends were distributed out of primarily untaxed earnings and therefore qualified for a full dividends-received-deduction.
−Removed: As a result, foreign exchange on the transaction was negligible.
+Added: These dividends were distributed out of a mix of both previously taxed and untaxed earnings, the latter of which qualified for a full dividends-received-deduction.
+Added: The foreign exchange translation on the distribution was approximately $ 0.1 million and the tax impact, which was immaterial, was recorded as a component of other comprehensive income.
Deferred income taxes or foreign withholding taxes, estimated to be $ 0.5 million, have not been recorded for other jurisdictions as those earnings are considered to be permanently reinvested.
−Removed: On August 16, 2022, the U.S.
−Removed: government enacted the Inflation Reduction Act of 2022 that includes, among other provisions, changes to the U.S.
−Removed: corporate income tax system, including a fifteen percent minimum tax based on "adjusted financial statement income,” and a one percent excise tax on net repurchases of stock after December 31, 2022.
−Removed: The Company is continuing to evaluate the Inflation Reduction Act and its requirements, as well as the application to its business .
Share-Based Compensation
3 unchanged sentences
As of December 30, 2023, CRA's active equity-based compensation plans consist of its Amended and Restated 2006 Equity Incentive Plan, as amended (the "2006 Equity Plan"), and its 1998 Employee Stock Purchase Plan (the "1998 ESPP"), a tax-qualified plan under Section 423 of the Internal Revenue Code.
−Removed: During fiscal 2009, CRA implemented a long-term incentive program, or "LTIP," as a framework for grants made under the 2006 Equity Plan to its senior corporate leaders, practice leaders and key revenue generators.
+Added: CRA has a long-term incentive program, or "LTIP," which is used as a framework for grants made under the 2006 Equity Plan to its senior corporate leaders, practice leaders and key revenue generators.
Under the LTIP, participants have received a mixture of stock options, time-vesting restricted stock units, and performance-vesting restricted stock units.
−Removed: In December 2016, CRA's Board of Directors amended CRA's Cash Incentive Plan to facilitate the grant to LTIP participants of service-based and performance-based cash awards as a component of the LTIP.
+Added: CRA's Cash Incentive Plan facilitates grants to LTIP participants of service-based and performance-based cash awards as a component of the LTIP.
The LTIP is designed to reward CRA's senior corporate leaders, practice leaders and key revenue generators and provide them with the opportunity to share in the long-term growth of CRA.
11 unchanged sentences
(in thousands)
−Removed: Outstanding at January 1, 2022 132,845 $ 32.38 $ 8,100
+Added: Outstanding at December 31, 2022 71,200 $ 40.60 $ 5,826
+Added: Granted — $ —
Exercised ( 26,000 ) $ 30.96 $ 1,541
+Added: Expired — $ —
Forfeited — $ — $ —
11 unchanged sentences
The aggregate intrinsic value of stock options exercised in fiscal 2023, fiscal 2022, and fiscal 2021 was approximately $ 1.5 million, $ 4.9 million, and $ 11.2 million, respectively.
−Removed: The following table provides a roll-forward of the outstanding non-vested stock options over fiscal 2022:
−Removed: Shares Weighted-Average
−Removed: Non-vested at January 1, 2022 5,613 $ 19.96
−Removed: Vested ( 5,613 ) 19.96
−Removed: Forfeited — —
−Removed: Non-vested at December 31, 2022 — $ —
−Removed: The total fair value of stock options that vested during fiscal 2022, fiscal 2021, and fiscal 2020 was $ 0.1 million, $ 0.2 million, and $ 0.2 million, respectively.
+Added: There were no stock options that vested during fiscal 2023.
+Added: The total fair value of stock options that vested during fiscal 2022, and fiscal 2021 was $ 0.1 million, and $ 0.2 million, respectively.
As of December 30, 2023, there was no unrecognized compensation cost, net of expected forfeitures, related to non-vested stock options granted.
7 unchanged sentences
CRA believes its historical experience is an appropriate indicator of future forfeitures.
−Removed: CRA INTERNATIONAL, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table provides a roll-forward of the shares of restricted stock under the 2006 Equity Incentive Plan over fiscal 2023:
1 unchanged sentence
Shares Weighted-Average
−Removed: Non-vested at January 1, 2022 30,783 $ 56.98
+Added: Non-vested at December 31, 2022 26,909 $ 72.60
Granted 6,930 $ 100.95
2 unchanged sentences
Non-vested at December 30, 2023 22,556 $ 86.18
+Added: CRA INTERNATIONAL, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The total fair value of shares of restricted stock that vested during fiscal 2023, fiscal 2022, and fiscal 2021 was $ 0.7 million, $ 0.6 million, and $ 0.5 million, respectively.
8 unchanged sentences
Units Weighted-Average
−Removed: Non-vested at January 1, 2022 82,381 $ 51.48
+Added: Non-vested at December 31, 2022 74,056 $ 62.06
Granted 16,243 $ 110.38
11 unchanged sentences
For purposes of this table, granted PRSUs are counted based on the maximum number of units that could vest upon achievement of the PRSUs' performance conditions which equaled 150 % of the PRSU's target number of units for the 2022 grants and 125 % of the PRSUs' target number of units for all grants issued prior to 2022.
−Removed: CRA INTERNATIONAL, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Performance-Vesting
1 unchanged sentence
Units Weighted-Average
−Removed: Non-vested at January 1, 2022 93,381 $ 56.55
+Added: Non-vested at December 31, 2022 95,046 $ 66.76
Granted 22,631 $ 106.38
2 unchanged sentences
Non-vested at December 30, 2023 71,338 $ 85.48
+Added: CRA INTERNATIONAL, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In fiscal 1998, CRA adopted the 1998 ESPP, a tax-qualified plan under Section 423 of the Internal Revenue Code.
10 unchanged sentences
Year Ended Year Ended Year Ended
−Removed: 2022 January 1,
+Added: 2023 December 31,
2022 January 1,
10 unchanged sentences
The following table presents 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 (in thousands):
−Removed: CRA INTERNATIONAL, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended Year Ended Year Ended
−Removed: 2022 January 1,
+Added: 2023 December 31,
2022 January 1,
6 unchanged sentences
The repurchased shares were retired.
+Added: CRA INTERNATIONAL, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Fair Value of Financial Instruments
−Removed: The contingent consideration liabilities in the table below are for estimated future contingent consideration payments related to the acquisition of bSG, an independent consulting firm.
−Removed: The fair value measurement of these liabilities is based on significant inputs not observed in the market and thus represent a Level 3 measurement.
−Removed: The significant unobservable inputs used in the fair value measurements of these contingent consideration liabilities are CRA's measures of the estimated payouts based on internally generated revenue projections, expected volatility of the revenue projections, and discount rates.
−Removed: The fair value of the contingent consideration was determined using a Monte Carlo simulation.
−Removed: The fair value of these contingent consideration liabilities are reassessed on a quarterly basis by CRA using additional information as it becomes available, and any change in the fair value estimates are recorded in costs of services (exclusive of depreciation and amortization) on the consolidated statements of operations.
−Removed: As of January 1, 2022, CRA did not have any financial instruments measured at fair value on a recurring basis.
−Removed: The following table shows CRA's financial instruments recorded in the consolidated financial statements as of December 31, 2022, which are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):
+Added: ASC Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that prioritizes the inputs used to measure fair value.
+Added: The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement), then priority to quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market (Level 2 measurement), then the lowest priority to unobservable inputs (Level 3 measurement).
+Added: The following tables show CRA's financial instruments recorded in the consolidated financial statements at fair value on a recurring basis (in thousands):
December 30, 2023
4 unchanged sentences
Total Liabilities $ — $ — $ 190
−Removed: In a prior fiscal year, CRA had recorded a contingent consideration liability, which pertained to estimated future contingent consideration payments related to the acquisition of C1.
−Removed: CRA paid the contingent consideration liability in the first quarter of fiscal 2021.
−Removed: CRA recorded a contingent consideration liability of $ 1.1 million during fiscal year 2022 related to the acquisition of bSG.
+Added: December 31, 2022
+Added: Level 1 Level 2 Level 3
+Added: Money market mutual funds $ — $ — $ —
+Added: Total Assets $ — $ — $ —
+Added: Contingent consideration liability $ — $ — $ 1,056
+Added: Total Liabilities $ — $ — $ 1,056
+Added: The contingent consideration liabilities in the table above are for estimated future contingent consideration payments related to the acquisition of bSG.
+Added: The fair value measurement of these liabilities is based on significant inputs not observed in the market and thus represent a Level 3 measurement.
+Added: The significant unobservable inputs used in the fair value measurements of these contingent consideration liabilities are CRA's measures of the estimated payouts based on internally generated revenue projections, expected volatility of the revenue projections, and discount rates.
+Added: The fair value of the contingent consideration was determined using a Monte Carlo simulation.
+Added: The fair value of these contingent consideration liabilities are reassessed on a quarterly basis by CRA using additional information as it becomes available, and any change in the fair value estimates are recorded in costs of services (exclusive of depreciation and amortization) on the consolidated statements of operations.
+Added: In the prior fiscal year, CRA recorded a contingent consideration liability of $ 1.1 million, which pertained to estimated future contingent consideration payments related to the acquisition of bSG.
The following table summarizes the changes in the contingent consideration liability (in thousands):
2 unchanged sentences
Acquisition-related contingent consideration — 1,056
+Added: Remeasurement of acquisition-related contingent consideration ( 934 ) —
Accretion 68 —
−Removed: Payments of contingent consideration — ( 15,000 )
Ending balance $ 190 $ 1,056
2 unchanged sentences
Credit Agreement
−Removed: CRA was a party to an amended and restated credit agreement (the "Initial Credit Agreement") that provided CRA with a $ 175.0 million revolving credit facility that included a $ 15.0 million sublimit for the issuance of letters of credit.
−Removed: The maturity date of the Initial Credit Agreement was October 24, 2022;
−Removed: CRA complied with the various financial and non-financial covenants under the Initial Credit Agreement.
−Removed: On August 19, 2022, CRA refinanced its revolving credit facility under the Initial Credit Agreement by entering into a Credit Agreement (the "Credit Agreement") with Bank of America, N.A., as swingline lender, a letter of credit issuing bank and administrative agent, and with Citizens Bank, N.A., as a letter of credit issuing bank.
−Removed: The Credit Agreement provides CRA with a $ 250.0 million revolving credit facility, which may be decreased at CRA's option to $ 200.0 million during the period from July 16th in a year through January 15th in the next year.
−Removed: Additionally, for the period from January 16th to July 15th of each calendar year, CRA may elect to not increase the revolving credit facility to $ 250.0 million.
+Added: On August 19, 2022, CRA refinanced its revolving credit facility by entering into a Credit Agreement (the "Credit Agreement") with Bank of America, N.A., as swingline lender, a letter of credit issuing bank and administrative agent, and with Citizens Bank, N.A., as a letter of credit issuing bank.
+Added: The Credit Agreement provides CRA with a $ 250.0 million revolving credit facility, which may be decreased at CRA's option to $ 200.0 million during the period from July 16 in a year through January 15 in the next year.
+Added: Additionally, for the period from January 16 to July 15 of each calendar year, CRA may elect to not increase the revolving credit facility to $ 250.0 million.
The revolving credit facility includes a $ 25.0 million sublimit for the issuance of letters of credit.
−Removed: Concurrent with CRA's entry into the Credit Agreement, the Company terminated the Initial Credit Agreement and repaid in full all outstanding indebtedness under the Initial Credit Agreement of approximately $ 50.0 million.
−Removed: Also, letters of credit in the aggregate amount of approximately $ 4.4 million that had been issued under the Initial Credit Agreement were deemed to be issued and outstanding under the revolving credit facility under the Credit Agreement.
−Removed: In connection with the Credit Agreement, the Company incurred debt issuance costs from the lenders and third-parties of $ 1.0 million.
CRA may use the proceeds of the revolving credit loans under the Credit Agreement for general corporate purposes and may repay any borrowings under the revolving credit facility at any time, but any borrowings must be repaid no later than August 19, 2027.
11 unchanged sentences
As of December 30, 2023, CRA was in compliance with the covenants of the Credit Agreement.
−Removed: There were no borrowings outstanding under the Credit Agreement and Initial Credit Agreement as of December 31, 2022 or January 1, 2022, respectively.
+Added: There were no borrowings outstanding under the Credit Agreement as of December 30, 2023 or December 31, 2022.
As of December 30, 2023, the amount available under the revolving credit facility was reduced by certain letters of credit outstanding, which amounted to $ 4.5 million.
Employee Benefit Plans
−Removed: CRA maintains a qualified defined-contribution plan under Section 401(k) of the Internal Revenue Code, covering all regular U.S.
−Removed: employees who meet specified age, hour, and service requirements.
−Removed: Company contributions are made at the
−Removed: CRA INTERNATIONAL, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: discretion of CRA, and cannot exceed the maximum amount deductible under applicable provisions of the Internal Revenue Code.
−Removed: CRA also has defined-contribution plans covering employees in Canada (the "Canada plan") and the United Kingdom (the "United Kingdom plan").
−Removed: Company contributions to the Canada plan are made at the discretion of CRA, while company contributions to the United Kingdom plan are made in accordance with the minimum required contributions per the United Kingdom auto-enrolment legislation.
−Removed: CRA also provides a pension plan contribution for its Belgium employees.
−Removed: Company contributions to the Belgium pension fund are made in accordance with the minimum required contributions based on statutory requirements.
−Removed: CRA also provides a private pension plans for its Brazil employees (the “Brazil plan”) and Norway employees (the "Norway plan").
−Removed: Company contributions to the Brazil plan and Norway plan are made in accordance with statutory requirements.
−Removed: Company contributions under these plans amounted to approximately $ 5.4 million, $ 5.0 million, and $ 4.5 million for fiscal 2022, fiscal 2021, and fiscal 2020, respectively.
+Added: CRA maintains a qualified defined contribution 401(k) plan, which covers substantially all of its U.S.
+Added: Under the plan, participants are entitled to make pre-tax and/or Roth post-tax contributions up to the annual maximums established by the Internal Revenue Service.
+Added: Under the plan, participants are also entitled to make after-tax contributions up to $ 20,000 per calendar year.
+Added: CRA matches a certain percentage of participant contributions pursuant to the terms of the plan, which contributions are limited to a percentage of the participant’s eligible compensation.
+Added: CRA made contributions related to the plan of $ 4.5 million, $ 4.0 million and $ 3.6 million for fiscal 2023, fiscal 2022, and fiscal 2021, respectively.
+Added: CRA also maintains several defined contribution pension plans for its employees in the U.K.
+Added: and other foreign countries.
+Added: CRA made contributions related to these plans of $ 1.5 million, $ 1.3 million and $ 1.4 million for fiscal 2023, fiscal 2022, and fiscal 2021, respectively.
Related-Party Transactions
CRA made payments to shareholders of CRA who performed consulting services exclusively for CRA in the amounts of $ 7.2 million, $ 8.8 million, and $ 8.0 million in fiscal 2023, fiscal 2022, and fiscal 2021, respectively.
−Removed: These payments were to exclusive non-employee experts for consulting services performed for CRA's clients in the ordinary course of business.
+Added: These payments to
+Added: CRA INTERNATIONAL, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: exclusive non-employee experts included payments for consulting services performed for CRA's clients in the ordinary course of business.
Commitments and Contingencies
5 unchanged sentences
Subsequent Events
−Removed: On March 2, 2023, CRA announced that its Board of Directors authorized a $ 20.0 million expansion to its existing share repurchase program.
−Removed: On March 2, 2023, CRA announced that its Board of Directors declared a quarterly cash dividend of $ 0.36 per common share, payable on March 24, 2023 to shareholders of record as of March 14, 2023.
+Added: On February 29, 2024, CRA announced that its Board of Directors authorized a $ 35.0 million expansion to its existing share repurchase program.
+Added: On February 29, 2024, CRA announced that its Board of Directors declared a quarterly cash dividend of $ 0.42 per common share, payable on March 22, 2024 to shareholders of record as of March 12, 2024.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.