What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-08-01 compared with 2024-05-02 · 79 added, 49 removed, 122 unchanged (51% of the section changed)

12 unchanged sentences

Critical Accounting Policies and Estimates

Our critical accounting policies involving the more significant estimates and judgments used in the preparation of our financial statements as of March 30, 2024 remain unchanged from December 30, 2023.

Our critical accounting policies involving the more significant estimates and judgments used in the preparation of our financial statements as of June 29, 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.

1 unchanged sentence

There are no recent accounting standards that impact the unaudited condensed consolidated financial statements.

Results of Operations—For the Fiscal Quarter Ended March 30, 2024, Compared to the Fiscal Quarter Ended April 1, 2023

Results of Operations—For the Fiscal Quarter and Fiscal Year-to-Date Period Ended June 29, 2024, Compared to the Fiscal Quarter and Fiscal Year-to-Date Period Ended July 1, 2023

The following table provides operating information as a percentage of revenues for the periods indicated:

Fiscal Quarter

2024 April 1,

Ended Fiscal Year-to-Date

2023 June 29,

Revenues 100.0 % 100.0 % 100.0 % 100.0 %

8 unchanged sentences

Net income 3.8 % 5.9 % 5.9 % 5.9 %

Fiscal Quarter Ended March 30, 2024, Compared to the Fiscal Quarter Ended April 1, 2023

Revenues increased by $19.0 million, or 12.4%, to $171.8 million for the first quarter of fiscal 2024 from $152.8 million for the first quarter of fiscal 2023.

Utilization increased to 73% for the first quarter of fiscal 2024 from 70% for the first quarter of fiscal 2023, while consultant headcount grew 2.6% from 972 at the end of the first quarter of fiscal 2023 to 997 at the end of the first quarter of fiscal 2024.

Fiscal Quarter Ended June 29, 2024, Compared to the Fiscal Quarter Ended July 1, 2023

Revenues increased by $9.4 million, or 5.9%, to $171.4 million for the second quarter of fiscal 2024 from $162.0 million for the second quarter of fiscal 2023.

Utilization increased to 74% for the second quarter of fiscal 2024 from 72% for the second quarter of fiscal 2023, while consultant headcount decreased from 971 at the end of the second quarter of fiscal 2023 to 968 at the end of the second quarter of fiscal 2024.

Overall, revenues outside of the U.S.

represented approximately 17% and 23% of net revenues for the first quarters of fiscal 2024 and fiscal 2023, respectively.

Revenues derived from fixed-price projects remained unchanged at 18% of net revenues for the first quarter of fiscal 2024 compared with the first quarter of fiscal 2023.

represented approximately 19% and 22% of net revenues for the second quarters of fiscal 2024 and fiscal 2023, respectively.

Revenues derived from fixed-price projects remained unchanged at 17% of net revenues for the second quarter of fiscal 2024 compared with the second 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.

Costs of Services (exclusive of depreciation and amortization).

Costs of services (exclusive of depreciation and amortization) increased by $11.1 million, or 10.2%, to $118.9 million for the first quarter of fiscal 2024 from $107.8 million for the first quarter of fiscal 2023.

The increase in costs of services was due to an increase in employee and incentive compensation of $8.8 million attributable to salaries and benefits associated with our increased consulting headcount, and an increase in client reimbursable expenses of $3.1 million, partially offset by a decrease in forgivable loan amortization of $0.8 million.

As a percentage of revenues, costs of services (exclusive of depreciation and amortization) decreased to 69.2% for the first quarter of fiscal 2024 from 70.6% for the first quarter of fiscal 2023.

Costs of services (exclusive of depreciation and amortization) increased by $12.0 million, or 10.6%, to $125.3 million for the second quarter of fiscal 2024 from $113.3 million for the second quarter of fiscal 2023.

The increase in costs of services was due to an increase in employee and incentive compensation of $8.3 million attributable to salaries and benefits and an increase in forgivable loan amortization of $4.7 million, partially offset by a decrease in client reimbursable expenses of $0.9 million.

As a percentage of revenues, costs of services (exclusive of depreciation and amortization) increased to 73.1% for the second quarter of fiscal 2024 from 70.0% for the second quarter of fiscal 2023.

Selling, General and Administrative Expenses.

Selling, general and administrative expenses increased by $2.1 million, or 7.5%, to $30.5 million for the first quarter of fiscal 2024 from $28.4 million for the first quarter of fiscal 2023.

Within this category of expenses, there was a $0.9 million increase in employee and incentive compensation, a $0.7 million increase in bad debt expense, a $0.1 million increase in commissions to our non-employee experts, $0.1 million increase in rent expense, and a $0.3 million increase in miscellaneous and other fees for the first quarter of fiscal 2024 as compared to the first quarter of fiscal 2023.

As a percentage of revenues, selling, general and administrative expenses decreased to 17.8% for the first quarter of fiscal 2024 from 18.6% for the first quarter of fiscal 2023.

Commissions to our non-employee experts decreased to 2.1% of revenues for the first quarter of fiscal 2024 compared to 2.3% of revenues the first quarter of fiscal 2023.

Selling, general and administrative expenses increased by $2.2 million, or 7.3%, to $32.0 million for the second quarter of fiscal 2024 from $29.8 million for the second quarter of fiscal 2023.

Within this category of expenses, there was a $1.1 million increase in employee and incentive compensation, an $0.7 million increase in travel and entertainment, a $0.4 million decrease in bad debt expense, and a $0.8 million increase in miscellaneous and other fees for the second quarter of fiscal 2024 as compared to the second quarter of fiscal 2023.

As a percentage of revenues, selling, general and administrative expenses increased to 18.7% for the second quarter of fiscal 2024 from 18.4% for the second quarter of fiscal 2023.

Commissions to our non-employee experts decreased to 2.2% of revenues for the second quarter of fiscal 2024 compared to 2.3% of revenues the second quarter of fiscal 2023.

Provision for Income Taxes.

The income tax provision was $5.3 million and the effective tax rate ("ETR") was 28.0% for the first quarter of fiscal 2024 compared to $3.7 million and 29.2% for the first quarter of fiscal 2023.

The ETR for the current fiscal quarter was lower than the prior year fiscal quarter primarily due to changes in state statutory tax rates in the current year, having had a valuation allowance in the prior year that has now been reversed, as well as the impact of a higher profit in the current period.

The ETR for the first quarter of fiscal 2024 and 2023 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.

Net income increased to $13.7 million for the first quarter of fiscal 2024 from $8.9 million for the first quarter of fiscal 2023.

The net income per diluted share was $1.95 per share for the first quarter of fiscal 2024, compared to $1.23 of net income per diluted share for the first quarter of fiscal 2023.

Weighted average diluted shares outstanding decreased by approximately 241,000 shares to approximately 7,011,000 shares for the first quarter of fiscal 2024 from approximately 7,252,000 shares for the first 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 April 1, 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 April 1, 2023.

The income tax provision was $3.1 million and the effective tax rate ("ETR") was 32.0% for the second quarter of fiscal 2024 compared to $4.1 million and 30.1% for the second quarter of fiscal 2023.

The ETR for the current fiscal quarter was higher than the prior year fiscal quarter primarily due to increases in estimated state apportionment and nondeductible executive compensation and a decrease in the U.S.

benefit associated with the foreign-derived intangible income (“FDII”) deduction, partially offset by having had a valuation allowance in the prior year that has now reversed.

The ETR for the second quarter of fiscal 2024 and 2023 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 FDII.

Net income decreased to $6.5 million for the second quarter of fiscal 2024 from $9.5 million for the second quarter of fiscal 2023.

The net income per diluted share was $0.94 per share for the second quarter of fiscal 2024, compared to $1.34 of net income per diluted share for the second quarter of fiscal 2023.

Weighted average diluted shares outstanding decreased by approximately 169,000 shares to approximately 6,911,000 shares for the second quarter of fiscal 2024 from approximately 7,080,000 shares for the second 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 July 1, 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 July 1, 2023.

Fiscal Year-to-Date Period Ended June 29, 2024, Compared to the Fiscal Year-to-Date Period Ended July 1, 2023

Revenues increased by $28.4 million, or 9.0%, to $343.2 million for the fiscal year-to-date period ended June 29, 2024 from $314.8 million for the fiscal year-to-date period ended July 1, 2023.

Utilization increased to 74% for the fiscal year-to-date period ended June 29, 2024 from 71% for the fiscal year-to-date period ended July 1, 2023, while consultant headcount decreased from 971 at the end of the second quarter of fiscal 2023 to 968 at the end of the second quarter of fiscal 2024.

Overall, revenues outside of the U.S.

represented approximately 18% and 22% of net revenues for the fiscal year-to-date periods ended June 29, 2024 and July 1, 2023, respectively.

Revenues derived from fixed-price projects remained unchanged at 17% of net revenues for the fiscal year-to-date periods ended June 29, 2024 and July 1, 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.

Costs of Services (exclusive of depreciation and amortization).

Costs of services (exclusive of depreciation and amortization) increased by $23.0 million, or 10.4%, to $244.2 million for the fiscal year-to-date period ended June 29, 2024 from $221.2 million for the fiscal year-to-date period ended July 1, 2023.

The increase in costs of services was due to an increase of $16.8 million in employee compensation and fringe benefit costs, an increase in forgivable loan amortization of $3.9 million, and an increase in client reimbursable expenses of $2.3 million.

As a percentage of revenues, costs of services (exclusive of depreciation and amortization) increased to 71.1% for the fiscal year-to-date period ended June 29, 2024 mainly due to $8.1 million of charges associated with portfolio optimization, from 70.3% for the fiscal year-to-date period ended July 1, 2023.

Selling, General and Administrative Expenses.

Selling, general and administrative expenses increased by $4.3 million, or 7.4%, to $62.5 million for the fiscal year-to-date period ended June 29, 2024 from $58.2 million for the fiscal year-to-date period ended July 1, 2023.

Within this category of expenses, there was a $1.9 million increase in employee compensation and fringe benefit costs, a $0.6 million increase in travel and entertainment, a $0.6 million increase in software subscriptions, a $0.3 million increase in bad debt expense, a $0.2 million increase in rent expense, a $0.2 million increase in commissions to our non-employee experts, and a $0.5 million increase in miscellaneous and other fees for the fiscal year-to-date period ended June 29, 2024 as compared to the fiscal year-to-date period ended July 1, 2023.

As a percentage of revenues, selling, general and administrative expenses decreased to 18.2% for the fiscal year-to-date period ended June 29, 2024 from 18.5% for the fiscal year-to-date period ended July 1, 2023.

Commissions to our non-employee experts decreased to 2.2% of revenues for the fiscal year-to-date period ended June 29, 2024 compared to 2.3% of revenues for the fiscal year-to-date period ended July 1, 2023.

Provision for Income Taxes.

The income tax provision was $8.4 million and the ETR was 29.3% for the fiscal year-to-date period ended June 29, 2024, compared to $7.8 million and 29.7% for the fiscal year-to-date period ended July 1, 2023.

The ETR for the current fiscal year-to-date period was lower than the prior fiscal year-to-date period primarily due to having had a valuation allowance in the prior year that has now reversed.

The ETR for the fiscal year-to-date periods ended June 29, 2024 and July 1, 2023 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 for share-based compensation and the FDII.

Net income increased by $1.8 million to $20.2 million for the fiscal year-to-date period ended June 29, 2024 from $18.4 million for the fiscal year-to-date period ended July 1, 2023.

The diluted net income per share was $2.90 for the fiscal year-to-date period ended June 29, 2024, compared to diluted net income per share of $2.56 for the fiscal year-to-date period ended July 1, 2023.

Weighted average diluted shares outstanding decreased by approximately 205,000 to approximately 6,961,000 shares for the fiscal year-to-date period ended June 29, 2024 from approximately 7,166,000 shares for the fiscal year-to-date period ended July 1, 2023.

The decrease in weighted average diluted shares outstanding was primarily due to the repurchase of shares of our common stock since July 1, 2023, offset in part by the vesting of restricted stock and time-vesting restricted stock units and the exercise of stock options since July 1, 2023.

Liquidity and Capital Resources

Fiscal Quarter Ended March 30, 2024

Fiscal Year-to-Date Period Ended June 29, 2024

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 30, 2024, we had $37.1 million of cash and cash equivalents and $175.5 million of borrowing capacity under our revolving credit facility.

During the fiscal quarter ended March 30, 2024, cash and cash equivalents decreased by $8.5 million.

As of June 29, 2024, we had $24.6 million of cash and cash equivalents and $158.5 million of borrowing capacity under our revolving credit facility.

During the fiscal year-to-date period ended June 29, 2024, cash and cash equivalents decreased by $20.9 million.

We completed the period with cash and cash equivalents of $24.6 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 quarter of fiscal 2024, the repurchase of shares, and the payment of dividends, offset by net borrowings of $70.0 million.

At March 30, 2024, $9.0 million of our cash and cash equivalents was held within the U.S.

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 $87.0 million.

At June 29, 2024, $5.6 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.

1 unchanged sentence

Sources and Uses of Cash.

During the fiscal quarter ended March 30, 2024, net cash used in operating activities was $63.1 million.

Net income was $13.7 million for the fiscal quarter ended March 30, 2024.

Uses of cash for operating activities included a decrease in accounts payable, accrued expenses, and other liabilities of $69.3 million, primarily due to the payment of a significant portion of our fiscal 2023 performance bonuses and performance awards, an increase of $13.6 million in unbilled receivables, a $4.4 million decrease in lease liabilities, a $2.6 million increase in prepaid expenses and other current assets, and a decrease in forgivable loans for the period of $0.5 million, which was primarily driven by $5.3 million of forgivable loan issuances, offset by $5.8 million of forgivable loan amortization.

Partially offsetting these uses of cash was a decrease of $2.5 million in accounts receivable and an increase of $2.4 million in incentive cash awards payable.

During the fiscal year-to-date period ended June 29, 2024, net cash used in operating activities was $61.4 million.

Net income was $20.2 million for the fiscal year-to-date period ended June 29, 2024.

Uses of cash for operating activities included a decrease in accounts payable, accrued expenses, and other liabilities of $64.5 million, primarily due to the payment of a significant portion of our fiscal 2023 performance bonuses and performance awards, an increase of $19.8 million in unbilled receivables, a $9.2 million decrease in lease liabilities, an increase in forgivable loans for the period of $6.1 million, which was primarily driven by $23.9 million of forgivable loan issuances, net of repayments, offset by $17.8 million of forgivable loan amortization, and a $3.8 million increase in prepaid expenses and other current assets.

Partially offsetting these uses of cash was an increase of $4.8 million in incentive cash awards payable and a decrease of $1.3 million in accounts receivable.

Non-cash items included right-of-use amortization of $7.5 million, depreciation and amortization expense of $5.6 million, and share-based compensation expenses of $2.4 million.

During the fiscal quarter ended March 30, 2024, net cash used in investing activities was $0.7 million, which included capital expenditures, primarily related to purchases of computer equipment and leasehold improvements.

During the fiscal quarter ended March 30, 2024, net cash provided by financing activities was $56.1 million, primarily as a result of net borrowings under the revolving credit facility of $70.0 million.

Offsetting this increase in cash provided by financing activities were repurchases of common stock of $9.2 million, payment of cash dividends of $3.1 million, and tax withholding payments reimbursed by restricted shares on vestings of $1.6 million.

During the fiscal year-to-date period ended June 29, 2024, net cash used in investing activities was $4.5 million, which included capital expenditures, primarily related to furniture and leasehold improvements.

During the fiscal year-to-date period ended June 29, 2024, net cash provided by financing activities was $45.7 million, primarily as a result of net borrowings under the revolving credit facility of $87.0 million.

Offsetting this increase in cash provided by financing activities were repurchases of common stock of $33.3 million, payment of cash dividends of $6.0 million, and tax withholding payments reimbursed by restricted shares on vesting of $2.0 million.

Lease Commitments

1 unchanged sentence

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 March 30, 2024, we expect to incur asset retirement obligation or redecoration obligation costs over the next twelve months of $0.1 million.

At June 29, 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 $2.8 million and are expected to be paid between fiscal year 2026 and fiscal year 2031 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.

CRA is party to a Credit Agreement, dated as of August 19, 2022 (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.

CRA is party to a Credit Agreement, dated as of August 19, 2022 (as amended, 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.

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.

5 unchanged sentences

dollars by us, the Base Rate (as defined in the Credit Agreement), (ii) in the case of borrowings in U.S.

dollars, a rate based on Term SOFR (as defined in the Credit Agreement) for the applicable interest period, (iii) in the case of borrowings in Euros, EURIBOR (as defined in the Credit Agreement) for the applicable interest period, (iv) in the case of borrowings in Pounds Sterling, a daily rate based on SONIA (as defined in the Credit Agreement), (v) in the case of borrowings in Canadian Dollars, CDOR (as defined in the Credit Agreement) for the applicable interest period, (vi) in the case of borrowings in Swiss Francs, a daily rate based on SARON (as defined in the Credit Agreement), or (vii) in the case of borrowings in any other Alternate Currency (as defined in the Credit Agreement), the relevant daily or term rate determined as provided in the Credit Agreement.

The applicable margin on borrowings based on the Base Rate varies within a range of 0.25% to 1.00% depending on our consolidated net leverage ratio, and the applicable margin on borrowings based on any of the other rates described above varies within a range of 1.25% to 2.00% depending on our consolidated net leverage ratio.

dollars, a rate based on Term SOFR (as defined in the Credit Agreement) for the applicable interest period, (iii) in the case of borrowings in Euros, EURIBOR (as defined in the Credit Agreement) for the applicable interest period, (iv) in the case of borrowings in Pounds Sterling, a daily rate based on SONIA (as defined in the Credit Agreement), (v) in the case of borrowings in Canadian Dollars, Term CORRA (as defined in the Credit Agreement) for the applicable interest period, (vi) in the case of borrowings in Swiss Francs, a daily rate based on SARON (as defined in the Credit Agreement), or (vii) in the case of borrowings in any other Alternate Currency (as defined in the Credit Agreement), the relevant daily or term rate determined as provided in the Credit Agreement.

The applicable margin on borrowings based on the Base Rate varies within a range of 0.25% to 1.00% depending on our consolidated net leverage

ratio, and the applicable margin on borrowings based on any of the other rates described above varies within a range of 1.25% to 2.00% depending on our consolidated net leverage ratio.

We are required to pay a fee on the amount available to be drawn under any letter of credit issued under the revolving credit facility at a rate per annum that varies between 1.25% and 2.00% depending on our consolidated net leverage ratio.

4 unchanged sentences

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 March 30, 2024, CRA was in compliance with the covenants of the Credit Agreement.

There was $70.0 million in borrowings outstanding under the revolving credit facility as of March 30, 2024 and no borrowings outstanding as of December 30, 2023.

As of March 30, 2024, the amount available under the revolving credit facility was reduced by certain letters of credit outstanding, which amounted to $4.5 million.

As of June 29, 2024, CRA was in compliance with the covenants of the Credit Agreement.

There was $87.0 million in borrowings outstanding under the revolving credit facility as of June 29, 2024 and no borrowings outstanding as of December 30, 2023.

As of June 29, 2024, the amount available under the revolving credit facility was reduced by certain letters of credit outstanding, which amounted to $4.5 million.

Forgivable Loans

21 unchanged sentences

To pay for an acquisition, we may use cash on hand, cash generated from our operations, borrowings available under our revolving credit facility, or we may pursue other forms of financing.

Our ability to secure short-term and long-term debt or equity financing in the future, including our ability to refinance our credit agreement, will depend on several factors, including our future profitability, the levels of our debt and equity, restrictions under our existing revolving credit facility with our bank, and the overall credit and equity market environments.

Our ability to secure short-term and long-term debt or equity financing in the future, including our ability to refinance our credit agreement,

will depend on several factors, including our future profitability, the levels of our debt and equity, restrictions under our existing revolving credit facility with our bank, and the overall credit and equity market environments.

Share Repurchases

1 unchanged sentence

We may repurchase shares under this program in open market purchases (including through any Rule 10b5-1 plan adopted by us) or in privately negotiated transactions in accordance with applicable insider trading and other securities laws and regulations.

During the 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.

During the fiscal quarter ended April 1, 2023, we repurchased and retired 180,881 shares under our share repurchase program at an average price per share of $113.76.

As of March 30, 2024, we had approximately $37.2 million available for future repurchases under our share repurchase program.

During the fiscal quarter and fiscal year-to-date period ended June 29, 2024, we repurchased and retired 140,497 and 206,379 shares, respectively, under our share repurchase program at an average price per share of $171.58 and $161.59, respectively.

During the fiscal quarter and fiscal year-to-date period ended July 1, 2023, we repurchased and retired 31,090 and 211,971 shares, respectively, under our share repurchase program at an average price per share of $96.49 and $111.23, respectively.

As of June 29, 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.

4 unchanged sentences

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 30, 2024, we paid dividends and dividend equivalents of $3.1 million.

During the fiscal quarter ended April 1, 2023, we paid dividends and dividend equivalents of $2.7 million.

During the fiscal quarter and fiscal year-to-date period ended June 29, 2024, we paid dividends and dividend equivalents of $2.9 million and $6.0 million, respectively.

During the fiscal quarter and fiscal year-to-date period ended July 1, 2023, we paid dividends and dividend equivalents of $2.5 million and $5.2 million, respectively.

Impact of Inflation

14 unchanged sentences

Many of the other above activities are discretionary in nature.

For example, capital expenditures can be deferred, acquisitions can be forgone, and share repurchase programs and regular dividends can be suspended.

For example, capital expenditures can be deferred, acquisitions can be forgone, and share repurchase programs and regular

dividends can be suspended.

As such, our operating model provides flexibility with respect to the deployment of cash flow from operations.

13 unchanged sentences

Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our exposure to market risk during the fiscal quarter ended March 30, 2024.

There have been no material changes in our exposure to market risk during the fiscal quarter ended June 29, 2024.

For information regarding our exposure to certain market risks, see Part II, Item 7A, "Quantitative and Qualitative Disclosures about Market Risk” of our 2023 Form 10-K.

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.

What changed 10-Q

Item 2. Management’s Discussion and Analysis