What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-29 · 181 added, 197 removed, 1092 unchanged (26% of the section changed)

14 unchanged sentences

Other Information

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.

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

The following table describes, for the fourth quarter of fiscal 2024, each trading arrangement for the sale or purchase of Company securities adopted or terminated by our directors and officers that is 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).

Name and Title Date of Adoption of Rule 10b5-1 Trading Plan Scheduled Expiration Date of Rule 10b5-1 Trading Plan Nature of Trading Arrangement Aggregate Number of Securities

Maleh , President and Chief Executive Officer

December 4, 2023 March 10, 2025 37,500

Mahoney , Chief Financial Officer, Executive Vice President and Treasurer

November 28, 2023 August 8, 2024 3,000

Yellin , Executive Vice President and General Counsel

November 28, 2023 November 7, 2024 5,000

December 10, 2024 March 17, 2026 Sale 30,000

Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

181 unchanged sentences

10-Q May 8, 2018 10.1

10.52 Third Amendment to Lease dated September 9, 2019 by and between CRA International, Inc.

and 1411 IC-SIC Property LLC

10-Q October 31, 2019 10.1

10.53 Lease dated as of February 14, 2008 by and between Teachers Insurance and Annuity Association of America, as landlord, and CRA International, Inc., as tenant, and the First Amendment to Lease dated as of May 8, 2017 by and among John Hancock Life Insurance Company (U.S.A.), as landlord and successor-in-interest to Teachers Insurance and Annuity Association of America, and CRA International, Inc., as tenant.

3 unchanged sentences

10-Q October 31, 2017 10.2

10.54 Form of consulting agreement with outside experts.

S-1/A April 3, 1998 10.8

10.55 Office Lease dated June 18, 2019 between 601 City Center LLC and CRA International, LLC

8-K June 24, 2019 10.1

10.56 Third Amendment to Lease dated September 9, 2019 by and between CRA International, Inc.

and 1411 IC-SIC Property LLC

10-Q October 31, 2019 10.1

10.56 Second Amendment to Lease, dated October 9, 2017, by and between CRA International, Inc., 601W South Wacker LLC and 601 Sunset Wacker LLC.

10.57 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

10.58 Fourth Amendment to Lease dated April 19, 2024 by and between CRA International, Inc., 601W South Wacker LLC and 601 Sunset Wacker LLC.

10.59 Fifth Amendment to Lease dated August 1, 2024 by and between CRA International, Inc., 601W South Wacker LLC and 601 Sunset Wacker LLC.

10-Q February 20, 2025 10.1

10.60 Form of consulting agreement with outside experts.

S-1/A April 3, 1998 10.8

10.61* Offer Letter between CRA International, Inc.

13 unchanged sentences

8-K March 20, 2020 10.5

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

Incorporated by Reference

Description Filed with

Form 10-K Form Filing Date Exhibit No.

10.66 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

19.1 CRA Policy on Inside Information and Insider Trading

21.1 Subsidiaries.

1 unchanged sentence

31.1 Rule 13a-14(a)/15d-14(a) certification of principal executive officer.

Incorporated by Reference

Description Filed with

Form 10-K Form Filing Date Exhibit No.

31.2 Rule 13a-14(a)/15d-14(a) certification of principal financial officer.

2 unchanged sentences

97.1 Policy for the Recovery of Erroneously Awarded Compensation

10-K February 29, 2024 97.1

101 The following financial statements from CRA International, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language), as follows:

(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.

(i) Consolidated Statements of Operations for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, (iii) Consolidated Balance Sheets at December 28, 2024 and December 30, 2023, (iv) Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, (v) Consolidated Statements of Shareholders' Equity for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022 and (vi) Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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DETRICK Director February 20, 2025

/s/ ROBERT W.

HOLTHAUSEN Director February 29, 2024

KEENAN Director February 20, 2025

16 unchanged sentences

We have audited the accompanying consolidated balance sheets of CRA International, Inc.

(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”).

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.

(a Massachusetts corporation) and subsidiaries (the “Company”) as of December 28, 2024, and December 30, 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 28, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2024, and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024, in conformity with accounting principles generally accepted in the United States of America.

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 28, 2024, 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 20, 2025, expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

6 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Change in accounting principle

As discussed in Note 1 to the consolidated financial statements, the Company has adopted new accounting guidance in 2024 related to the disclosure of segment information in accordance with ASU 2023-07, Segment Reporting (Topic 280).

The adoption was retrospectively applied to 2023 and 2022.

Critical audit matter

6 unchanged sentences

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.

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.

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.

1 unchanged sentence

• We evaluated management’s historical ability to estimate total costs to complete a performance obligation.

• 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

46 unchanged sentences

Property and equipment, net 45,205 38,176

Goodwill 93,989 92,922

Goodwill, net 93,737 93,989

Intangible assets, net 7,216 7,196

62 unchanged sentences

Tax withholding payments reimbursed by shares ( 3,209 ) ( 3,063 ) ( 2,145 )

Cash paid for contingent consideration — — ( 2,357 )

Cash dividends paid ( 12,300 ) ( 10,807 ) ( 9,580 )

8 unchanged sentences

Excise tax on share repurchases $ ( 270 ) $ ( 247 ) $ —

Asset retirement obligations $ 191 $ — $ —

Right-of-use assets obtained in exchange for lease obligations $ 10,084 $ 3,198 $ 2,436

Restricted common stock issued for contingent consideration $ — $ — $ 2,250

Supplemental cash flow information:

15 unchanged sentences

Foreign currency translation adjustment — — — ( 5,031 ) ( 5,031 )

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 )

BALANCE AT JANUARY 1, 2022 7,362,703 $ — $ 215,784 $ ( 9,950 ) $ 205,834

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 )

Accrued excise tax on shares repurchased — — ( 247 ) — ( 247 )

Accrued dividends on unvested shares — — ( 4 ) — ( 4 )

4 unchanged sentences

Foreign currency translation adjustment — — — ( 2,869 ) ( 2,869 )

Exercise of stock options 26,000 805 — — 805

Share-based compensation expense — 5,291 — — 5,291

26 unchanged sentences

and its wholly-owned subsidiaries (collectively the "Company") which require consolidation, after the elimination of intercompany accounts and transactions.

Certain prior period amounts have been reclassified to conform to the current period presentation.

These reclassifications had no effect on previously reported results of operations, financial position, or cash flows.

The preparation of financial statements in conformity with GAAP requires management to make significant estimates and judgments that affect the reported amounts of assets and liabilities, as well as the related disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of consolidated revenues and expenses during the reporting period.

17 unchanged sentences

Dollars at reporting period-end exchange rates and operating accounts are translated at average exchange rates for each fiscal month.

The resulting translation

The resulting translation 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),

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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.

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.

The net effect of transaction gains and losses recorded in income before provision for income taxes amounted to losses of $ 0.1 million for fiscal 2024, losses of $ 1.4 million for fiscal 2023, and gains of $ 1.9 million for fiscal 2022.

Revenue Recognition and Allowances for Accounts Receivable and Unbilled Services

42 unchanged sentences

If actual results in the future vary from its estimates, CRA adjusts these estimates in the period such variances become known.

Adjustments to the reserves for variable consideration are included in revenues on the consolidated statement of operations.

Adjustments to the reserves for variable consideration are included in revenues in the consolidated statement of operations.

Reserves for Credit Risk

7 unchanged sentences

CRA writes off allowances when management determines the balance is uncollectible and all efforts of collection have been exhausted.

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.

Bad debt expense, net of recoveries of previously written off allowances, is recorded as a component of selling, general and administrative expenses in the consolidated statements of operations.

Costs of Services

3 unchanged sentences

Selling, General and Administrative Expenses

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.

Selling, general and administrative expenses include salaries, bonuses, share-based compensation expense, and benefits of our administrative and support staff, commissions to non-employee experts for generating new business, office rent, marketing, and other costs.

CRA INTERNATIONAL, INC.

3 unchanged sentences

Right-of-use assets and lease liabilities are recorded on the date of acquisition in accordance with ASC Topic 842, Leases .

In addition, contract assets and contract liabilities are recorded in accordance with ASC 606, as we adopted Accounting Standards Update No.

In addition, contract assets and contract liabilities are recorded at the acquisition date as if the acquirer had originated the contracts in accordance with ASC 606, Accounting Standards Update No.

2021-08 , Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers on the first day of fiscal 2022.

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .

All other tangible assets and identifiable intangible assets acquired and liabilities assumed are recorded at their fair value as of the date of acquisition.

18 unchanged sentences

CRA determines whether a contract is a lease at the inception of the contract, based on whether the contract provides CRA the right to control the use of a physically distinct asset or substantially all of the capacity of an asset.

At the commencement date, operating lease liabilities and ROU assets are recognized on the consolidated balance sheet.

At the commencement date, operating lease liabilities and ROU assets are recognized in the consolidated balance sheet.

Lease liabilities are based on the present value of lease payments over the lease term, discounted using an incremental borrowing rate specific to the underlying asset.

6 unchanged sentences

CRA's equipment leases are generally short-term.

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.

CRA's office space leases have remaining lease terms between one and approximately eleven years , many of which include one or more options to extend the term for periods of up to five years for each option.

Certain office space leases contain options to terminate the lease early,

36 unchanged sentences

Debt Issuance Costs

The Company records its debt issuance costs related to its revolving credit facility as an asset and amortizes the costs over the term of the credit agreement using the straight-line method.

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.

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.

CRA records its debt issuance costs related to its revolving credit facility as an asset and amortizes the costs over the term of the credit agreement using the straight-line method.

Debt issuance costs in the amount of $ 0.2 million and $ 0.4 million are included in prepaid expenses and other current assets and other assets, respectively, in the consolidated balance sheets as of December 28, 2024.

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, in the consolidated balance sheets as of December 30, 2023.

CRA INTERNATIONAL, INC.

18 unchanged sentences

CRA's financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, are carried at cost, which approximates their fair value because of the short-term maturity of these instruments or because their stated interest rates are indicative of market interest rates.

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").

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.

The significant unobservable inputs used in the fair value measurement of the contingent consideration liabilities were CRA's estimate of the payout based on internally generated revenue projections, expected volatility of the revenue projections, and discount rates.

The fair value of the contingent consideration had been determined using a Monte Carlo simulation, and was reassessed on a quarterly basis by CRA using additional information as it became available.

Changes in the fair value estimate were recorded in costs of services (exclusive of depreciation and amortization) on the consolidated statements of operations.

CRA records income taxes using the asset and liability method.

1 unchanged sentence

CRA includes in the estimate of deferred tax assets and liabilities an estimate of the realizable benefits from operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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.

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.

3 unchanged sentences

The decision to record a valuation allowance requires varying degrees of judgment based upon the nature of the item giving rise to the deferred tax asset.

If, after a valuation allowance is recorded, it is determined that CRA would be able to realize deferred tax assets in the future in excess of their net recorded amount, CRA would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

If, after a valuation allowance is recorded, it is determined that CRA would be able to realize deferred tax assets in the future in excess of

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

their net recorded amount, CRA would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

CRA's effective tax rate may vary from period to period based on changes in estimated taxable income or loss;

11 unchanged sentences

The number of years with open tax audits varies depending on the tax jurisdiction.

The Company has elected to recognize the tax on global intangible low-taxed income ("GILTI") as a period expense in the period the tax is incurred.

CRA has elected to recognize the tax on global intangible low-taxed income ("GILTI") as a period expense in the period the tax is incurred.

As such, CRA has included its GILTI provision associated with current-year operations solely within the estimated annual effective tax rate ("EAETR") and has not provided additional GILTI on deferred items.

11 unchanged sentences

The Company repurchases its common stock under its share repurchase program in open market purchases (including through any Rule 10b5-1 plan adopted by CRA) or in privately negotiated transactions in accordance with applicable insider trading and other securities laws and regulations.

During the second fiscal quarter of fiscal 2021, CRA repurchased shares of its common stock through a modified "Dutch auction" self-tender offer, as further described in Note 12.

The purchase price of common stock is first charged against available paid-in capital (“PIC”) until PIC is exhausted, after which the purchase price is charged to retained earnings.

1 unchanged sentence

All shares repurchased have been retired.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Net Income (Loss) Per Share

6 unchanged sentences

Under the treasury stock method, the weighted average number of common shares outstanding is increased by the potentially dilutive common shares.

Potentially dilutive shares are related to our restricted stock, stock options, time-vesting RSUs, and performance-vesting RSUs.

Potentially dilutive shares are

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

related to our restricted stock, stock options, time-vesting RSUs, and performance-vesting RSUs.

To the extent that there is a net loss, CRA assumes all common stock equivalents to be anti-dilutive, and they are excluded from diluted weighted-average shares outstanding.

Recent Accounting Standards

Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued Accounting Standards Update ("ASU") No.

2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08") .

The ASU requires that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606") at the acquisition date as if the acquirer had originated the contracts rather than adjust them to fair value.

CRA elected to early adopt ASU 2021-08 on the first day of fiscal 2022.

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.

Recent Accounting Standards Not Yet Adopted

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued Accounting Standards Update ("ASU") No.

On December 28, 2024, CRA adopted Accounting Standards Update ("ASU") No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07") .

The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

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.

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.

CRA plans to adopt the amendments during the fourth fiscal quarter of 2024.

CRA is in the process of evaluating the impact of adopting ASU 2023-07.

Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which established reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

Recent Accounting Standards Not Yet Adopted

Income Taxes (Topic 740):

6 unchanged sentences

ASU 2023-09 is effective for CRA for annual periods beginning after December 15, 2024.

CRA plans to adopt the amendments during the annual reporting fiscal year of 2025.

CRA plans to adopt the amendment during the annual reporting for fiscal year 2025.

CRA has begun to assess the impact of the amendment and has modeled out the changes to its income tax disclosures.

As the amendment relates solely to disclosures, the adoption is not expected to have an effect on CRA's financial results.

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standards Update ("ASU") No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ("ASU 2024-03") .

The ASU requires disclosure, in the notes to the financial statements, specified information about certain costs and expenses including employee compensation, depreciation, and intangible asset amortization.

ASU 2024-03 is effective for CRA for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

CRA is in the process of evaluating the impact of adopting ASU 2024-03.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Business Acquisition

On February 28, 2022, CRA acquired substantially all business assets and assumed certain liabilities of Welch Consulting, Ltd.

(“Welch Consulting”), a Texas limited partnership.

Welch Consulting provided economic, business, and strategic consulting services principally involving labor and employment issues.

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;

and Washington, D.C.

A non-employee expert of CRA served as an agent and attorney-in-fact on behalf of Welch Consulting.

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.

On the date of acquisition, right-of-use assets and lease liabilities were recorded in accordance with ASC Topic 842, Leases .

In addition, contract assets and contract liabilities were recorded in accordance with ASC 606, as CRA adopted ASU 2021-08 on the first day of fiscal 2022.

All other tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at their fair value as of the date of acquisition.

Welch Consulting's results of operations have been included in the accompanying consolidated statements of operations from the date of acquisition.

The following table is the final allocation of the purchase price to the estimated fair value of assets acquired and liabilities assumed (in thousands):

Assets Acquired

Current assets:

Accounts receivable $ 3,742

Unbilled services 1,382

Prepaid expenses and other current assets 100

Total current assets 5,224

Property and equipment 141

Goodwill 2,409

Intangible assets 4,150

Right-of-use assets 1,210

Other assets 41

Total assets acquired $ 13,175

Liabilities Assumed

Current liabilities:

Accrued expenses $ 1,245

Deferred revenue and other liabilities 161

Current portion of lease liabilities 549

Total current liabilities 1,955

Non-current portion of lease liabilities 661

Total liabilities assumed $ 2,616

Net assets acquired $ 10,559

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.

The intangible assets acquired are comprised of customer relationships, the fair value of which was determined using a multi-period excess earning method.

The customer relationships intangible is being amortized over a ten-year life on a straight-line basis, which approximates the expected pattern of economic benefit from this asset.

The Company also recorded $ 2.4 million of goodwill, all of which is expected to be deductible for tax purposes.

CRA INTERNATIONAL, INC.

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.

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.

Revenues and Allowances

4 unchanged sentences

The following tables disaggregate CRA's revenue by type of contract and geographic location (in thousands):

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended Year Ended Year Ended

20 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.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A rollforward of the variable consideration and doubtful accounts reserves for accounts receivable, which includes allowances for doubtful accounts of $ 1.1 million and $ 0.6 million as of December 28, 2024 and December 30, 2023, respectively, is as follows (in thousands):

4 unchanged sentences

Balance at end of fiscal year $ 5,659 $ 4,335

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A rollforward of the variable consideration and doubtful accounts reserves for unbilled services is as follows (in thousands):

6 unchanged sentences

Year Ended Year Ended Year Ended

Bad debt expense, net $ 533 $ ( 345 ) $ 27

Bad debt expense (recovery), net $ 534 $ 533 $ ( 345 )

Reimbursable Expenses

5 unchanged sentences

Contract Balances from Contracts with Customers

The timing of revenue recognition, billings, and cash collections results in accounts receivables, unbilled services, and contract liabilities in the consolidated balance sheets.

Revenues recognized for services performed, but not yet billed to clients, are recorded as unbilled services.

The following table presents the open and closing balances of CRA's accounts receivable, net and unbilled services, net (in thousands):

Year Ended Year Ended Year Ended

(52 weeks) December 30,

(52 weeks) December 31,

Accounts receivable, net $ 162,293 $ 142,729 $ 143,644

Unbilled services, net $ 57,255 $ 56,827 $ 51,343

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.

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Contract liabilities are recognized as revenue after performance obligations have been satisfied and all revenue recognition criteria have been met.

Contract liabilities are included in deferred revenue and other liabilities in the consolidated balance sheets.

The following table presents the closing balances of CRA's contract liabilities (in thousands):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2023 December 31,

2022 January 1,

Year Ended Year Ended Year Ended

(52 weeks) December 30,

(52 weeks) December 31,

Contract liabilities $ 7,340 $ 6,037 $ 6,977

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Amortization (2)

( 31,055 ) ( 24,198 )

Effects of foreign currency translation ( 138 ) 157

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(1) Relates to the reclassification of performance awards previously recorded as accrued expenses or forgivable loans that have been reclassified to other receivables.

(2) During the quarter ended June 29, 2024, approximately $ 5.7 million of amortization was accelerated due to involuntary terminations.

The components of CRA's lease expenses, which are included in the consolidated statements of operations, are as follows (in thousands):

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2024 December 30,

2022 January 1,

2023 December 31,

Weighted average remaining lease term—operating leases 5.7 years 5.8 years 6.7 years

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Total $ 103,237

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.

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 accrued expenses and deferred compensation and other non-current liabilities in our consolidated balance sheets.

As of December 28, 2024 and December 30, 2023, these redecoration and asset retirement obligations were approximately $ 2.4 million and $ 2.2 million, respectively.

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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.

There were no impairment losses related to intangible assets during fiscal 2024, fiscal 2023, or fiscal 2022.

The components of acquired identifiable intangible assets are as follows (in thousands):

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Customer relationships 10 15,300 ( 8,084 ) 7,216 13,800 ( 6,604 ) 7,196

There were no impairment losses related to intangible assets during fiscal 2023, fiscal 2022, or fiscal 2021.

As a result of the Welch Consulting acquisition, CRA recognized $ 4.2 million of intangible assets related to customer relationships in the first quarter of fiscal 2022.

As a result of the bSG acquisition, CRA recognized $ 1.4 million of intangible assets related to customer relationships in the fourth quarter of fiscal 2022.

As a result of an asset acquisition in CRA's intellectual property practice, CRA recognized $ 1.5 million of intangible assets related to customer relationships during the second quarter of fiscal 2024.

Amortization expense related to intangible assets was $ 1.5 million, $ 1.4 million, and $ 1.2 million for fiscal 2024, fiscal 2023, and fiscal 2022, respectively.

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State income taxes, net of federal income tax benefit 6.0 5.0 5.2

Foreign Rate Differential 1.2 0.6 ( 0.4 )

Share-based compensation ( 0.8 ) ( 1.1 ) ( 2.4 )

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At December 28, 2024, CRA had U.S.

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.

The change in the total valuation allowance for the current fiscal year was a decrease of approximately $ 0.7 million.

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.

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.

local and foreign net operating loss carryforwards of $ 2.0 million, a decrease of $ 0.6 million from the prior fiscal year-end, with lives ranging from 20 years to indefinite.

The change in the total valuation allowance for the current fiscal year was immaterial.

The aggregate changes in the balances of gross unrecognized tax benefits were as follows (in thousands):

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Balance at beginning of period $ — $ 35

Additions for tax positions taken during prior years 276

Additions for tax positions taken during the current year 459 —

Reductions as a result of a lapse of the applicable statutes of limitations — ( 35 )

Balance at end of the period $ 735 $ —

CRA files income tax returns in the U.S.

federal jurisdiction and various state and foreign jurisdictions.

CRA adjusts its unrecognizable tax benefits and the associated interest in light of changing facts and circumstances.

A number of years may

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

elapse before an uncertain tax position is audited and finally resolved.

CRA files income tax returns in the U.S.

federal jurisdiction and various state and foreign jurisdictions.

CRA adjusts its unrecognized tax benefits and the associated interest in light of changing facts and circumstances.

A number of years may elapse before an uncertain tax position is audited and finally resolved.

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.

At the end of fiscal 2024, accrued interest for uncertain tax positions was immaterial.

CRA's total unrecognized tax benefit at the end of fiscal 2024 is $ 0.7 million.

Settlement of any particular position could require the use of cash.

Of the total $ 0.7 million balance at the end of fiscal 2024, a favorable resolution would result in $ 0.2 million being recognized as a reduction to the effective income tax rate in the period of resolution.

There are no unrecognized tax benefits expected to reverse in the next twelve months.

The number of years with open tax audits varies depending on the tax jurisdiction.

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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 2023.

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.

Deferred taxes that are a consequence of foreign exchange translation resulting from earnings that are no longer considered permanently reinvested are recorded as a component of foreign currency translation adjustments on the consolidated statements of comprehensive income.

In fiscal 2023, CRA's U.S.

parent entity received approximately $ 10.2 million in cash dividends from CRA's U.K.

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.

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.

If amounts are repatriated from certain of our foreign subsidiaries, CRA could be subject to deferred taxes that are a consequence of foreign exchange translation from earnings that are no longer considered permanently reinvested.

CRA considers all other undistributed earnings to be indefinitely reinvested.

Foreign withholding taxes, estimated to be $ 0.5 million, have not been recorded for these foreign subsidiaries.

Share-Based Compensation

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CRA believes its historical experience is an appropriate indicator of future forfeitures.

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.

There were no stock options that vested during fiscal 2023.

The total fair value of stock options that vested during fiscal 2022, and fiscal 2021 was $ 0.1 million, and $ 0.2 million, respectively.

No stock options were exercised in fiscal 2024.

The aggregate intrinsic value of stock options exercised in fiscal 2023, and fiscal 2022 was approximately $ 1.5 million, and $ 4.9 million, respectively.

There were no stock options that vested during fiscal 2024 and 2023.

The total fair value of stock options that vested during fiscal 2022 was $ 0.1 million.

As of December 28, 2024, there was no unrecognized compensation cost, net of expected forfeitures, related to non-vested stock options granted.

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Beginning with the 2022 grant, fifty percent will vest in the first year following the performance period and one-fourth on the fourth and fifth anniversaries of the date of the grant.

The number of units determined based on the achievement of a PRSUs performance measures generally ranges from 50 % to 150 % of the PRSUs' target number of units.

Performance periods and vesting schedules may vary based on the terms of individuals grants.

The number of units determined based on the achievement of a PRSUs performance measures generally ranges from 50 % to 150 % of the PRSUs' target number of units, though achievement ranges may vary by grant.

For PRSUs awarded to employees, CRA estimates share-based compensation cost at the grant date based on the fair value of the award and recognizes the cost over the requisite service period using the graded attribution method.

The following table provides a roll-forward of the performance-vesting restricted stock units under the 2006 Equity Incentive Plan over fiscal 2024.

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.

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 beginning with 2022 grants and 125 % of the PRSUs' target number of units for all grants issued prior to 2022.

Performance-Vesting

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Under the two-class method, net earnings are allocated to each class of common stock and participating security as if all the net earnings for the period had been distributed.

CRA's participating securities consist of unvested share-based payment awards that contain a nonforfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common shareholders Net earnings allocable to these participating securities were not material for fiscal 2023, fiscal 2022, and fiscal 2021.

Net earnings allocable to these participating securities were not material for fiscal 2024, fiscal 2023, and fiscal 2022.

The following table presents the calculation of basic and diluted net income per share (in thousands, except per share data):

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2024 December 30,

2022 January 1,

2023 December 31,

Net income — basic $ 46,653 $ 38,481 $ 43,619

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2024 December 30,

2022 January 1,

2023 December 31,

Anti-dilutive share-based awards excluded 1 7 —

Self-Tender Offer

On March 8, 2021, CRA commenced a modified "Dutch auction" self-tender offer to purchase up to $ 25.0 million in value of shares of its common stock at a price of not less than $ 66.25 per share nor greater than $ 76.00 per share.

The self-tender offer expired on April 5, 2021.

On April 8, 2021, CRA paid $ 25.3 million, including transaction costs, to repurchase 337,837 shares at a purchase price of $ 74.00 per share.

The purchase price and transaction costs were funded from the revolving credit facility and cash on hand.

The repurchased shares were retired.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair Value of Financial Instruments

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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).

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

Level 1 Level 2 Level 3

Money market mutual funds $ — $ — $ —

Total Assets $ — $ — $ —

Contingent consideration liability $ — $ — $ 190

Total Liabilities $ — $ — $ 190

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 28, 2024, CRA did not have any financial instruments measured at fair value on a recurring basis.

The following table shows CRA's financial instruments recorded in the consolidated financial statements as of December 30,

2023, which are measured at fair value on a recurring basis (in thousands):

December 30, 2023

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Total Liabilities $ — $ — $ 190

The contingent consideration liabilities in the table above are for estimated future contingent consideration payments related to the acquisition of bSG.

The fair value measurement of these liabilities is based on significant inputs not observed in the market and thus represent a Level 3 measurement.

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.

The contingent consideration liability in the table above is for estimated future contingent consideration payments related to the acquisition of bioStrategies Group, Inc.

The fair value measurement of this liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement.

The significant unobservable inputs used in the fair value measurement of this contingent consideration liability is CRA's measure of the estimated payout based on internally generated revenue projections, expected volatility of the revenue projections, and discount rates.

The fair value of the contingent consideration was determined using a Monte Carlo simulation.

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.

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 fair value of this contingent consideration liability is reassessed on a quarterly basis by CRA using additional information as it becomes available, and any change in the fair value estimate is recorded in costs of services (exclusive of depreciation and amortization) on the consolidated statements of operations.

The following table summarizes the changes in the contingent consideration liability (in thousands):

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Beginning balance $ 190 $ 1,056

Acquisition-related contingent consideration — 1,056

Remeasurement of acquisition-related contingent consideration ( 190 ) ( 934 )

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Ending balance $ — $ 190

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Credit Agreement

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.

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.

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(i) in the case of borrowings in U.S.

dollars by the Company, 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 CRA's 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 CRA's consolidated net leverage ratio.

dollars, 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, 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

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CRA made contributions related to these plans of $ 1.6 million, $ 1.5 million and $ 1.3 million for fiscal 2024, fiscal 2023, and fiscal 2022, 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.

These payments to

Segment Reporting

CRA manages its business globally within one operating segment, professional and consulting services, in accordance with ASC Topic 280, Segment Reporting (“ASC 280”).

Financial information is provided to and evaluated regularly by the chief operating decision maker, which is our Chief Executive Officer.

Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance.

CRA derives revenues by providing professional and consulting services to clients on economic, financial, litigation, and regulatory matters.

We support corporate clients and attorneys with high-quality research, analysis, and expert testimony in a wide range of litigation and regulatory proceedings.

In addition to litigation support, our management consulting services leverage our expertise in economics, finance, and business analysis to assist clients with strategy development, performance improvement, corporate strategy, and market analysis.

We serve clients across a broad spectrum of industries, including blockchain and cryptocurrency, communications and media, consumer products, health and wellness, energy, entertainment and leisure, financial services, healthcare, life sciences, manufacturing and industrials, natural resources, retail and distribution, technology, and transportation.

Our services encompass key areas such as finance, accounting, economics, insurance, and forensic accounting, including investigations.

The accounting policies of the professional and consulting services segment are the same as those described in Note 1.

The chief operating decision maker assesses performance for the professional and consulting services segment and decides how to allocate resources based on consolidated net income that is also reported in the consolidated statements of operations as net income.

The measure of segment assets is reported in the consolidated balance sheets as total assets.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

exclusive non-employee experts included payments for consulting services performed for CRA's clients in the ordinary course of business.

The chief operating decision maker uses consolidated net income to evaluate income generated from segment assets and monitor operating costs to make decisions on the use of operating cash flows, including discretionary investments in capital assets.

Consolidated net income is used to monitor budget versus actual results which are used in assessing CRA's performance and in establishing discretionary compensation, talent acquisition and retention, sales targets, pricing, and other sales and operating cost decisions.

The following table represents consolidated net income reported by segment revenue, segment profit or loss, and significant segment expenses for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, respectively (in thousands):

Year Ended Year Ended Year Ended

December 28, 2024 December 30,

2023 December 31,

Revenues $ 687,414 $ 623,976 $ 590,901

Employee compensation and fringe benefit costs 418,717 378,611 350,225

Forgivable loan amortization 31,055 24,198 24,403

Client reimbursable expenses 65,739 65,277 63,318

Other segment expense 1

105,661 103,602 94,155

Provision for income taxes 19,589 13,807 15,181

Segment net income 46,653 38,481 43,619

Reconciliation of profit or loss

Adjustments and reconciling items — — —

Consolidated net income $ 46,653 $ 38,481 $ 43,619

1 Other segment expenses included in segment net income includes, rent, commissions to non-employee experts, legal and professional services, software subscription and data services, travel and entertainment expenses, training and marketing expenses, other operating expenses, depreciation and amortization, interest expense, net, and foreign currency gains (losses), net.

Business Acquisition

On February 28, 2022, CRA acquired substantially all business assets and assumed certain liabilities of Welch Consulting, Ltd.

(“Welch Consulting”), a Texas limited partnership.

Welch Consulting provided economic, business, and strategic consulting services principally involving labor and employment issues.

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;

and Washington, D.C.

A non-employee expert of CRA served as an agent and attorney-in-fact on behalf of Welch Consulting.

The non-employee expert did not receive compensation or a portion of the purchase price as part of the transaction.

On November 29, 2022, CRA acquired substantially all of the business assets and assumed certain liabilities of bSG, a Chicago-based consulting firm focused on developing commercial strategies for healthcare products and technologies.

The acquisition expanded CRA’s business opportunities, expertise, and market presence with the addition of 17 colleagues with an office in Chicago, Illinois.

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 in the consolidated statements of operations.

Commitments and Contingencies

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However, the outcome of such legal actions is inherently unpredictable and subject to inherent uncertainties.

CRA INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Subsequent Events

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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-K

Item 9A. Controls and Procedures