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CRA INTERNATIONAL INC

For the period ended Dec 28, 2024. Filed Feb 20, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 20, 2025

CRAI$197.41-0.1%Stored close · as of Nov 9, 2026

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Contents

Notes to Consolidated Financial Statements

  1. Summary of Significant Accounting Policies

Description of Business

CRA International, Inc. ("CRA" or the "Company") is a worldwide leading consulting services firm that applies advanced analytic techniques and in-depth industry knowledge to complex engagements for a broad range of clients. CRA offers services intwo broad areas: litigation, regulatory, and financial consulting and management consulting. CRA operates inone business segment. CRA operates its business under its registered trade name, Charles River Associates.

Fiscal Year and Quarters

CRA's fiscal year end is the Saturday nearest December 31 of each year. CRA's fiscal years periodically contain 53 weeks rather than 52 weeks. Fiscal 2024, fiscal 2023, and fiscal 2022 were 52-week years. CRA's fiscal quarter ends are determined as the last Saturday nearest the respective calendar quarter end.

Basis of Presentation

The consolidated financial statements include the accounts of CRA International, Inc. and its wholly-owned subsidiaries (collectively the "Company") which require consolidation, after the elimination of intercompany accounts and transactions.

Estimates

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. Estimates in these consolidated financial statements include, but are not limited to, allowances for accounts receivable and unbilled services, revenue recognition on fixed-price contracts, variable consideration to be included in the transaction price of revenue contracts, the useful life of long-lived assets, measurement of operating lease right-of-use ("ROU") assets and liabilities, share-based compensation, valuation of contingent consideration liabilities, valuation of acquired intangible assets, goodwill, accrued and deferred income taxes, valuation allowances on deferred tax assets, accrued incentive compensation, and certain other accrued expenses. These items are monitored and analyzed by CRA for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. CRA bases its estimates on historical experience and various other assumptions that CRA believes to be reasonable under the circumstances. Actual results may differ from those estimates if CRA's assumptions based on past experience or other assumptions do not turn out to be substantially accurate.

Cash and Cash Equivalents

CRA considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash equivalents consist principally of money market funds with original maturities of three months or less when purchased.

Concentrations of Credit Risk

CRA holds cash in accounts at various third-party financial institutions. At times, these deposits may exceed federally insured limits. As of December 28, 2024, CRA's cash accounts were concentrated attwo financial institutions, which potentially exposes CRA to credit risks. The financial institutions are creditworthy and the Company has not experienced any losses related to such accounts. CRA does not believe that there is significant risk of non-performance by the financial institutions, and its cash on deposit is fully liquid. CRA continually monitors the credit ratings of the institutions.

Foreign Currency Translation

Asset and liability accounts of CRA's foreign subsidiaries are translated into U.S. Dollars at reporting period-end exchange rates and operating accounts are translated at average exchange rates for each fiscal month. 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),

FS-9 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 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

Revenue is recognized when CRA satisfies a performance obligation by transferring services promised in a contract to a client in an amount that reflects the consideration that CRA expects to receive in exchange for those services. Performance obligations in CRA's contracts represent distinct or separate service streams that CRA provides to clients. If, at the outset of an arrangement, CRA determines that an enforceable contract does not exist, revenues are deferred until all criteria for an enforceable contract are met.

CRA derives substantially all of its revenues from the performance of professional services for its clients. The contracts that CRA enters into and operates under specify whether the engagement will be billed on a time-and-materials basis or a fixed-price basis.

Time-and-materials arrangements require the client to pay based on the number of hours worked at contractually agreed-upon hourly rates. Revenues are recognized from these arrangements based on hours incurred and contracted rates based on a right-to-payment for services completed to date. When a time-and-materials arrangement has a "cap" or "limit" amount, revenue is recognized up to the cap or limit amount specified by the client, based on the efforts or hours incurred and expenses incurred. Thereafter, revenue is reserved pending an amendment of the cap or limit.

Fixed-price arrangements require the client to pay a contractually agreed-upon fee in exchange for a pre-established set of professional services. Fees are based on estimates of the costs and timing for completing a performance obligation. Under fixed-price arrangements, revenues are generally recognized using a proportional performance method, which is based on the ratio of costs incurred to the total estimated costs for completing a performance obligation. CRA's fixed-price arrangements generally have a single performance obligation. For arrangements that contain multiple performance obligations, the fixed price is allocated based on the estimated relative standalone selling prices of the promised services underlying each performance obligation.

CRA has elected as a practical expedient to not disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations as of December 28, 2024 and December 30, 2023, as CRA's contracts have an original expected duration of one year or less or revenue has been recognized at the amount for which CRA has the right to invoice for consulting services performed.

Reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other third-party vendor expenses, are generally included in revenues, and an equivalent amount of reimbursable expenses is included in costs of services in the period in which the expense is incurred. Sales, value-added, and other taxes collected on behalf of third parties are excluded from revenue. Commissions to non-employee experts are expensed when incurred if the related amortization period is expected to be one year or less.

Differences between the timing of billing and the recognition of revenue are recognized as either unbilled services or deferred revenues in the accompanying consolidated balance sheets. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled services. Client prepayments and retainers are classified as deferred revenues and recognized over future periods as earned in accordance with the applicable retention agreement.

CRA usually issues invoices to its customers on a monthly basis, and payment is usually due upon receipt of the invoice unless contract terms state otherwise. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. CRA does not assess whether a significant financing component exists if the period between when it performs its obligations under the contract and when the customer pays is one year or less. None of CRA's contracts contained a significant financing component as of December 28, 2024 or December 30, 2023.

FS-10

Contract Balances from Contracts with Customers

The timing of revenue recognition, billings, and cash collections results in accounts receivables, unbilled services, and contract liabilities on the consolidated balance sheets. Revenues recognized for services performed but not yet billed to clients are recorded as unbilled services.

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.

CRA defines contract liabilities as advance payments from or billings to its clients for services that have not yet been performed or earned. When consideration is received, or such consideration is unconditionally due from a customer prior to transferring consulting services to the customer under the terms of a contract, a contract liability is recorded. 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 on the consolidated balance sheets.

Variable Consideration

Variable consideration to be included in the transaction price is estimated using the expected value method. Variable consideration is included in the transaction price if it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Revenues from CRA's consulting services are recorded at the net transaction price, which includes estimates of variable consideration for which reserves are established. Variable consideration reserves are based on specific price concessions and those expected to be extended to CRA clients estimated by CRA's historical realization rates. Reserves for variable consideration are recorded as a component of the allowances for accounts receivable and unbilled services on the consolidated balance sheets. Actual amounts of consideration ultimately received may differ from CRA's estimates. 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 in the consolidated statement of operations.

Reserves for Credit Risk

CRA's accounts receivable and unbilled services consist of receivables from a broad range of clients in a variety of industries located throughout the U.S. and in other countries. CRA performs a credit evaluation of its clients to minimize its collectability risk. Periodically, CRA will require advance payment from certain clients. However, CRA does not require collateral or other security.

CRA maintains allowances for accounts receivable and unbilled services for estimated losses resulting from clients’ failure to make required payments. CRA estimates these allowances based on historical charge-off rates, adjusted for days of sales outstanding and expected changes to clients’ financial conditions during the anticipated collection period. 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 in the consolidated statements of operations.

Costs of Services

Costs of services include the salaries, bonuses, share-based compensation expense, forgivable loan amortization, and benefits of our employee consultants. Costs of services also include out-of-pocket and other third-party vendor expenses, and the salaries of support staff whose time is billed directly to clients, such as librarians, editors, and programmers, as well as the amounts billed to us by our outside consultants for services rendered while completing a project. Costs of services does not include depreciation and amortization.

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, commissions to non-employee experts for generating new business, office rent, marketing, and other costs.

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Business Combinations

CRA accounts for business acquisitions using the acquisition method of accounting, which requires assets acquired and liabilities assumed to be measured and recorded at their estimated fair values as of the acquisition date, with certain exceptions. 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 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. All other tangible assets and identifiable intangible assets acquired and liabilities assumed are recorded at their fair value as of the date of acquisition.

The purchase price is determined as the fair value of consideration transferred. Goodwill is recognized for the excess of consideration transferred over the estimated fair value of the identifiable net assets acquired. Intangible assets that are separate from goodwill and have determinable useful lives are valued separately. Fair value measurements require extensive use of estimates and assumptions, including estimates of future cash flows to be generated by the acquired assets, discount rates that we believe reflect the risk factors associated with the related cash flows, and estimates of useful lives. The useful lives of identifiable intangible assets acquired in a business acquisition are estimated based on the expected period that we will receive substantially all of the projected future benefits from the intangible asset.

Deferred Compensation

CRA accounts for performance-based and service-based cash awards using an accrual method where changes in estimates are accounted for prospectively over the remaining service period. To the extent the terms of an award attribute all or a portion of the expected future benefits to a period of service greater than one year, the cost of those benefits is accrued over the employee's or non-employee's requisite service period in a systematic and rational manner.

The requisite service period typically ranges fromtwo toseven years starting with the employee's employment date or non-employee's affiliation date. For an employee or non-employee consultant currently affiliated with CRA, the requisite service period generally begins at the start of the award's measurement period. A recipient of such an award is expected to be employed by or affiliated with CRA for the entire measurement period. If the recipient's employment or affiliation with CRA terminates during the measurement period, the amount paid will be determined in accordance with the recipient's specific contract provisions.

The terms of award agreements may include the achievement of minimum required financial targets over the award's measurement period. These financial targets may include a measure of revenue generation, profitability, or both. The amount of the liability of the award agreements is estimated based on internally generated financial projections. The process of projecting these financial targets over the measurement period is subjective and requires judgment and estimates. There can be no assurance that the estimates and assumptions used in preparing these projections will prove to be accurate.

Leases

CRA is a lessee under certain operating leases for office space and equipment. 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 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. ROU assets are equal to the lease liability, adjusted for payments made to the lessor prior to the lease commencement date and lease incentives received, such as tenant improvement allowances. CRA estimates its incremental borrowing rate for each leased asset based on the interest rate CRA would incur to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. CRA recognizes rent expense for its operating leases on a straight-line basis over the term of the lease.

CRA classifies as short-term leases any leases with an initial noncancellable term of twelve months or less that do not include an option to purchase the underlying asset that CRA is reasonably certain to exercise. ROU assets and lease liabilities related to short-term leases are excluded from the consolidated balance sheets.

CRA leases office space and equipment. CRA's equipment leases are generally short-term. CRA's office space leases have remaining lease terms betweenone and approximately eleven years, many of which include one or more options to extend the term for periods of up tofive years for each option. Certain office space leases contain options to terminate the lease early,

FS-12 which may include a penalty for exercising the option. Many of the termination options require notice within a specified period, after which the option is no longer available to CRA if not exercised. The extension options and termination options may be exercised at CRA's sole discretion. CRA does not consider in the measurement of ROU assets and lease liabilities an option to extend or terminate a lease if CRA is not reasonably certain to exercise the option. As of December 28, 2024, CRA has not included any options to extend or terminate in its measurement of ROU assets or lease liabilities. Certain of CRA's office space leases impose asset retirement obligations due to office modifications or the periodic redecoration of the premises. These obligations are included in deferred compensation and other non-current liabilities on the consolidated balance sheets and are recorded at a value based on their estimated discounted cash flows.

Many of CRA's office space leases include fixed and variable payments. Variable payments relate to real estate taxes, sales or use taxes, insurance, operating expenses, and common area maintenance, which are usually billed at actual amounts incurred proportionate to CRA's rented square feet of the building. Variable payments that do not depend on an index or rate are expensed by CRA as they are incurred and are not included in the measurement of the lease liability.

Many of CRA's leases contain both lease and non-lease components. For office space leases, lease and non-lease components are accounted for as a single component. For equipment leases, fixed and variable payments are allocated to each component relative to observable or estimated standalone prices. CRA measures its variable lease costs as the portion of variable payments that are allocated to lease components.

Goodwill

Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill is tested annually for impairment as of October 15 and if events or changes in circumstances indicate that the carrying value may not be recoverable. CRA assesses goodwill at the reporting unit level. For CRA's fiscal 2024 goodwill impairment analysis, it operated asone reporting unit, which is its consulting services.

The annual goodwill impairment test may use a qualitative or quantitative assessment. In performing the qualitative assessment, CRA considers various factors, such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, a sustained decrease in share price, and factors specific to the reporting unit. In performing the quantitative assessment, CRA compares the estimated value of its reporting unit to its net book value to identify potential impairment. CRA estimates the fair value of its consulting business reporting unit utilizing its market capitalization plus an appropriate control premium. Market capitalization is determined by multiplying CRA's shares outstanding by the market price of its common stock. CRA determines the control premium utilizing data from publicly available premium studies for the trailing four quarters for public company transactions in its industry group. If the estimated fair value of the reporting unit is less than its net book value, goodwill is impaired.

Intangible Assets

Intangible assets are comprised of customer relationship intangibles, which are separable from goodwill and have determinable useful lives. CRA's intangible assets are valued separately and amortized over their estimated useful lives using the straight-line method.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method based on the estimated useful lives of approximately three years for computer equipment, three toten years for computer software, andten years for furniture and fixtures. Amortization of leasehold improvements is calculated using the straight-line method over the shorter of the lease term or the estimated useful life of the leasehold improvements. Expenditures for maintenance and repairs are expensed as incurred. Expenditures for renewals and betterments are capitalized.

Debt Issuance Costs

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.

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Impairment of Long-Lived Assets

CRA reviews the carrying value of its long-lived assets (primarily property and equipment, finite-lived intangible assets, and ROU assets) to assess the recoverability of these assets whenever events or circumstances indicate that impairment may have occurred. Factors CRA considers important that could trigger an impairment review include, among others, the following:

a significant underperformance relative to expected historical or projected future operating results;

a significant decrease in the market price of a long-lived asset (asset group);

a significant change in the manner of CRA's use of the acquired asset or the strategy for CRA's overall business;

a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group);

an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group);

a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group);

a current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life; and

a significant negative industry or economic trend.

If CRA determines that an impairment review is required, CRA would review the expected future undiscounted cash flows to be generated by the assets or asset groups. If CRA determines that the carrying value of long-lived assets or asset groups may not be recoverable, CRA would measure any impairment based on a projected discounted cash flow method using a discount rate determined by CRA to be commensurate with the risk inherent in CRA's current business model. If impairment is indicated through this review, the carrying amount of the assets would be reduced to their estimated fair value.

Fair Value of Financial Instruments

ASC Topic 820, Fair Value Measurement, establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. 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).

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.

Income Taxes

CRA records income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized based on estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. 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 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.

CRA is required to establish a valuation allowance on its deferred tax assets to reflect the likelihood of realization. Significant management judgment is required in determining deferred tax assets and liabilities and any valuation allowance recorded against its net deferred tax assets. The weight of all available evidence is evaluated to determine whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. 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

FS-14 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; changes to the valuation allowance; changes to federal, state, or foreign tax laws; future expansion into areas with varying country, state, and local income tax rates; deductibility of certain costs; uncertain tax positions; expenses by jurisdiction; and results of acquisitions or dispositions.

The calculation of CRA's tax liabilities involves dealing with uncertainties in the application of complex tax regulations in several different tax jurisdictions. CRA is periodically reviewed by domestic and foreign tax authorities. These reviews include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. CRA accounts for uncertainties in income tax positions in accordance with ASC Topic 740, Income Taxes ("ASC 740"). The number of years with open tax audits varies depending on the tax jurisdiction.

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.

Share-Based Compensation

CRA accounts for equity-based compensation using a fair value based recognition method. Under the fair value recognition requirements of ASC Topic 718, Compensation-Stock Compensation ("ASC Topic 718"), share-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. For those awards that are deemed probable of vesting, CRA recognizes the estimated fair value as expense over the requisite service period of the award. The amount of share-based compensation expense recognized at any date must at least equal the portion of grant date value of the award that is vested at that date. In accordance with ASC Topic 718, for time-vesting restricted stock units awarded to employees, CRA estimates share-based compensation cost at the grant date based on the fair value of the restricted stock units and awards and recognizes the cost for awards that are probable of vesting over the requisite service period on a straight-line basis. Performance-vesting restricted stock units are expensed using the graded attribution method. The forfeiture rate is based upon historical experience. CRA believes its historical experience is an appropriate indicator of future forfeitures.

Common Stock and Equity

Equity transactions consist primarily of the repurchase by CRA of its common stock under its share repurchase program and the recognition of compensation expense and issuance of common stock under CRA’s 2006 Equity Incentive Plan. 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.

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. CRA’s common stock has no par value. All shares repurchased have been retired.

Net Income (Loss) Per Share

CRA computes basic net income or loss per share utilizing the two-class method, whereby 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. Under the two-class method, basic net income or loss per share is computed by dividing net income or loss allocated to common stock by the weighted-average number of common shares outstanding. CRA's participating securities consist of unvested share-based payment awards that contain a nonforfeitable right to receive dividends. Potentially dilutive shares are excluded from the basic net income or loss per share calculation.

CRA computes diluted net income or loss per share utilizing the more dilutive of either the two-class method or the treasury stock method. Under the two-class method, diluted net income or loss per share is computed by dividing net income or loss by the sum of the weighted-average number of shares determined from the basic earnings per share computation and the number of common stock equivalents that would have a dilutive effect. 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

FS-15 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

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

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"), which established reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

Recent Accounting Standards Not Yet Adopted

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures("ASU 2023-09"). The ASU requires disclosure of specific categories in the rate reconciliation, provide additional information for reconciling items that meet a quantitative threshold, disclose the amount of income taxes paid disaggregated by federal, state, foreign taxes, and individual jurisdiction. ASU 2023-09 also requires income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.

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

  1. Revenues and Allowances

The contracts CRA enters into and operates under specify whether the projects are billed on a time-and-materials or a fixed-price basis. Time-and-materials contracts are typically used for litigation, regulatory, and financial consulting projects while fixed-price contracts are principally used for management consulting projects. In general, project costs are classified in costs of services and are based on the direct salary of CRA's employee consultants on the engagement, plus all direct expenses incurred to complete the project, including any amounts billed to CRA by its non-employee experts.

Disaggregation of Revenue

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

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Year EndedYear EndedYear Ended
Type of ContractDecember 28,2024(52 weeks)December 30,2023(52 weeks)December 31,2022 (52 weeks)
Consulting services revenues:
Fixed-price$126,657$113,983$110,129
Time-and-materials560,757509,993480,772
Total$687,414$623,976$590,901

Revenues have been attributed to locations based on the location of the legal entity generating the revenues.

Year EndedYear EndedYear Ended
Geographic BreakdownDecember 28,2024(52 weeks)December 30,2023(52 weeks)December 31,2022 (52 weeks)
Consulting services revenues:
United States$558,803$493,923$470,233
United Kingdom86,53394,44589,235
Other42,07835,60831,433
Total$687,414$623,976$590,901

Reserves for Variable Consideration and Credit Risk

Revenues from CRA's consulting services are recorded at the net transaction price, which includes estimates of variable consideration for which reserves are established. Variable consideration reserves are based on specific price concessions and those expected to be extended to CRA customers estimated by CRA's historical realization rates. Reserves for variable consideration are recorded as a component of the allowances for accounts receivable and unbilled services on the consolidated balance sheets. Adjustments to the reserves for variable consideration are included in revenues on the consolidated statements of operations.

CRA also maintains allowances for accounts receivable and unbilled services for estimated losses resulting from clients’ failure to make required payments. Under ASC 326, CRA estimates allowances based on historical charge-off rates, adjusted for days sales outstanding and expected changes to clients’ financial conditions during the anticipated collection period. Bad debt expense, net of recoveries of previously written off allowances, is recorded as a component of selling, general and administrative expenses on the consolidated statements of operations.

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):

Fiscal YearFiscal Year
20242023
Balance at beginning of fiscal year$4,335$2,640
Increases to reserves, net of recoveries5,3555,510
Amounts written off and foreign currency translation(4,031)(3,815)
Balance at end of fiscal year$5,659$4,335

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

Fiscal YearFiscal Year
20242023
Balance at beginning of fiscal year$1,629$1,120
Increases to reserves, net of recoveries10,5657,966
Amounts written off and foreign currency translation(10,783)(7,457)
Balance at end of fiscal year$1,411$1,629

The following table presents CRA's bad debt expense, net of recoveries of previously written off allowances (in thousands):

Year EndedYear EndedYear Ended
December 28,2024(52 weeks)December 30,2023(52 weeks)December 31,2022 (52 weeks)
Bad debt expense (recovery), net$534$533$(345)

Reimbursable Expenses

Revenues also include reimbursements for costs incurred by CRA in fulfilling its performance obligations, including travel and other out-of-pocket expenses, fees for outside consultants, and other reimbursable expenses. CRA recovers substantially all of these costs. The following expenses are subject to reimbursement (in thousands):

Year EndedYear EndedYear Ended
December 28,2024(52 weeks)December 30,2023(52 weeks)December 31,2022 (52 weeks)
Reimbursable expenses$65,739$65,277$63,318

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 EndedYear EndedYear Ended
December 28,2024(52 weeks)December 30,2023(52 weeks)December 31,2022 (52 weeks)
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. The contract assets balance was immaterial as of December 28, 2024 and December 30, 2023.

When consideration is received, or such consideration is unconditionally due from a customer prior to transferring consulting services to the customer under the terms of a contract, a contract liability is recorded. 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):

FS-18

Year EndedYear EndedYear Ended
December 28,2024(52 weeks)December 30,2023(52 weeks)December 31,2022 (52 weeks)
Contract liabilities$7,340$6,037$6,977

CRA recognized the following revenue that was included in the contract liabilities balance as of the opening of the respective period or for performance obligations satisfied in previous periods (in thousands):

Year EndedYear EndedYear Ended
December 28,2024(52 weeks)December 30,2023(52 weeks)December 31,2022 (52 weeks)
Amounts included in contract liabilities at the beginning of the fiscal year$5,885$6,700$8,325
Performance obligations satisfied in previous fiscal years$3,607$2,912$2,207
  1. Forgivable Loans

In order to attract and retain highly skilled professionals, CRA may issue forgivable loans to employees and non-employee experts, certain of which may be denominated in local currencies. A portion of these loans is collateralized. The forgivable loans have terms that are generally betweentwo andsix years with interest rates currently ranging up to 5.12%. The principal amount of forgivable loans and accrued interest is forgiven by CRA over the term of the loans, so long as the employee or non-employee expert continues employment or affiliation with CRA and complies with certain contractual requirements. During fiscal years 2024, 2023 and 2022 there wereno balances due under these loans for which the full principal and interest were not forgiven or not collected upon termination of employment or affiliation with CRA. The forgiveness of the principal amount of the loans is recorded as compensation over the service period, which is consistent with the term of the loans.

The following table presents forgivable loan activity for the respective periods (in thousands):

Fiscal YearFiscal Year
20242023
Beginning balance$53,941$56,456
Advances45,49423,342
Repayments(2,761)(1,816)
Reclassifications from accrued expenses or to other assets (1)(9,989)—
Amortization (2)(31,055)(24,198)
Effects of foreign currency translation(138)157
Ending balance$55,492$53,941
Current portion of forgivable loans$6,535$8,759
Non-current portion of forgivable loans$48,957$45,182

(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.

  1. Leases

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

FS-19

Year EndedYear EndedYear Ended
December 28,2024(52 weeks)December 30,2023 (52 weeks)December 31,2022(52 weeks)
Operating lease cost$19,156$18,783$18,494
Short-term lease cost327371285
Variable lease cost7,9236,9605,986
Total lease cost$27,406$26,114$24,765

The following table presents summary information for CRA's lease terms and discount rates for its operating leases:

December 28,2024December 30,2023December 31,2022
Weighted average remaining lease term—operating leases5.7 years5.8 years6.7 years
Weighted average discount rate—operating leases3.9%3.6%3.6%

At December 28, 2024, CRA had the following maturities of lease liabilities related to office space, all of which are under non-cancellable operating leases (in thousands):

Fiscal YearOperating LeaseCommitments
2025$22,062
202622,033
202722,116
202816,396
202914,756
Thereafter19,999
Total lease payments117,362
Less: imputed interest(14,125)
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 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.

As of December 28, 2024, CRA had no additional operating leases that had not yet commenced.

  1. Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for fiscal 2024 and fiscal 2023 are as follows (in thousands):

Fiscal YearFiscal Year
20242023
Goodwill$165,882$164,815
Accumulated goodwill impairment(71,893)(71,893)
Goodwill, net at beginning of fiscal year93,98992,922
Additions due to acquisitions—415
Foreign currency translation adjustment(252)652
Goodwill, net at end of fiscal year$93,737$93,989

Goodwill, net at December 28, 2024, is comprised of goodwill of $165.6 million and accumulated impairment of $71.9 million. There wereno impairment losses related to goodwill during fiscal 2024, fiscal 2023, or fiscal 2022.

FS-20

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):

December 28, 2024 · December 30, 2023
Useful Life (in years)Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Customer relationships1015,300(8,084)7,21613,800(6,604)7,196

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. Amortization of intangible assets held at December 28, 2024 for the next five fiscal years and thereafter is expected to be as follows (in thousands):

Fiscal YearAmortizationExpense
2025$1,468
20261,530
2027774
2028708
2029708
Thereafter2,028
$7,216
  1. Property and Equipment

Property and equipment consist of the following (in thousands):

December 28,2024December 30,2023
Computer, office equipment, and software$36,497$31,261
Leasehold improvements65,63961,652
Furniture17,30616,103
Total cost119,442109,016
Accumulated depreciation and amortization(74,237)(70,840)
Total property and equipment, net$45,205$38,176

Depreciation expense was $10.1 million, $10.0 million, and $10.8 million in fiscal 2024, fiscal 2023, and fiscal 2022, respectively.

Long-lived assets by geographic location are as follows (in thousands):

Geographic BreakdownDecember 28,2024December 30,2023
Long-lived assets (property and equipment, net):
United States$37,676$31,798
United Kingdom4,1124,646
Other3,4171,732
Total long-lived assets (property and equipment, net)$45,205$38,176

FS-21

  1. Accrued Expenses

Accrued expenses consist of the following (in thousands):

December 28,2024December 30,2023
Compensation and related expenses$167,899$143,647
Performance awards15916,556
Direct project accruals2,2361,704
Other11,1199,133
Total accrued expenses$181,413$171,040

As of December 28, 2024 and December 30, 2023, approximately $144.2 million and $121.2 million, respectively, of accrued bonuses for fiscal 2024 and fiscal 2023 were included above in "Compensation and related expenses".

  1. Income Taxes

The components of income before provision for income taxes are as follows (in thousands):

Year EndedYear EndedYear Ended
December 28,2024 (52 weeks)December 30,2023 (52 weeks)December 31,2022(52 weeks)
Income before provision for income taxes:
U.S.$51,549$41,238$45,387
Foreign14,69311,05013,413
Total$66,242$52,288$58,800

The provision (benefit) for income taxes consists of the following (in thousands):

Year EndedYear EndedYear Ended
December 28,2024 (52 weeks)December 30,2023 (52 weeks)December 31,2022(52 weeks)
Currently payable:
Federal$12,747$11,544$8,805
Foreign3,9592,7962,956
State5,7484,1013,231
Total current expense22,45418,44114,992
Deferred:
Federal(2,295)(2,963)(21)
Foreign146(1,041)114
State(716)(630)96
Total deferred expense (benefit)(2,865)(4,634)189
Total tax expense$19,589$13,807$15,181

FS-22

A reconciliation of CRA's tax rates with the federal statutory rate is as follows:

Fiscal YearFiscal YearFiscal Year
202420232022
Federal statutory rate21.0%21.0%21.0%
State income taxes, net of federal income tax benefit6.05.05.2
Foreign Rate Differential1.20.6(0.4)
Share-based compensation(0.8)(1.1)(2.4)
Meals & Entertainment Expense0.80.90.3
Executive Compensation1.51.71.6
Valuation Allowance—(1.5)0.7
Other(0.1)(0.2)(0.2)
Annual effective tax rate29.6%26.4%25.8%

The components of CRA's deferred tax assets and liabilities are as follows (in thousands):

December 28,2024December 30,2023
Deferred tax assets:
Accrued compensation and related expense$20,679$18,211
Allowance for doubtful accounts2,3242,100
Net operating loss carryforwards693883
Lease liabilities26,62727,791
Foreign exchange and other54019
Total gross deferred tax assets50,86349,004
Less: valuation allowance(2)(6)
Total deferred tax assets, net of valuation allowance50,86148,998
Deferred tax liabilities:
Goodwill and other intangible asset amortization6,1095,599
Right-of-Use assets21,31122,472
Property and equipment6,9126,761
Prepaids and other1,0681,343
Total deferred tax liabilities35,40036,175
Net deferred tax assets$15,461$12,823

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

Fiscal YearFiscal Year
20242023
Balance at beginning of period$—$35
Additions for tax positions taken during prior years276
Additions for tax positions taken during the current year459—
Reductions as a result of a lapse of the applicable statutes of limitations—(35)
Balance at end of the period$735$—

FS-23

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. CRA's major taxing jurisdiction is the United States where CRA is no longer subject to U.S. federal examinations by the Internal Revenue Service for years before fiscal 2021. Within the significant states where CRA is subject to income tax, CRA is no longer subject to examinations by state taxing authorities before fiscal 2020. 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.

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.

  1. Share-Based Compensation

CRA recorded approximately $5.3 million, $4.4 million, and $4.8 million of compensation expense for fiscal 2024, fiscal 2023, and fiscal 2022, respectively, for share-based awards consisting of stock options, shares of restricted stock, time-vesting restricted stock units, and performance-vesting restricted stock units issued to employees and directors, based on their respective estimated grant date fair values. Performance-vesting restricted stock units are expensed using the graded attribution method.

Share-based Compensation Plans. As of December 28, 2024, CRA's active equity-based compensation plans consist of its Amended and Restated 2006 Equity Incentive Plan, as amended (the "2006 Equity Plan"), and its 1998 Employee Stock Purchase Plan (the "1998 ESPP"), a tax-qualified plan under Section 423 of the Internal Revenue Code. CRA has a long-term incentive program, or "LTIP," which is used as a framework for grants made under the 2006 Equity Plan to its senior corporate leaders, practice leaders and key revenue generators. Under the LTIP, participants have received a mixture of stock options, time-vesting restricted stock units, and performance-vesting restricted stock units. CRA's Cash Incentive Plan facilitates grants to LTIP participants of service-based and performance-based cash awards as a component of the LTIP. The LTIP is designed to reward CRA's senior corporate leaders, practice leaders and key revenue generators and provide them with the opportunity to share in the long-term growth of CRA.

2006 Equity Plan: Maximum and Available Shares. The 2006 Equity Plan authorizes the grant of a variety of incentive and performance awards to CRA's directors, employees and non-employee experts, including stock options, shares of restricted stock, restricted stock units, and other equity awards. The shares available for grant under the 2006 Equity Plan as of December 28, 2024 was 585,026.

FS-24

Stock Options. A summary of option activity during fiscal 2024 from the 2006 Equity Plan is as follows:

OptionsWeightedAverageExercisePriceWeighted AverageRemainingContractualTermAggregateIntrinsicValue
(in thousands)
Outstanding at December 30, 202345,200$46.15$2,382
Fiscal 2024:
Granted—$—
Exercised—$—$—
Expired—$—
Forfeited—$—$—
Outstanding at December 28, 202445,200$46.153.45$6,359
Option exercisable at December 28, 202445,200$46.153.45$6,359
Vested or expected to vest at December 28, 202445,200$46.153.45$6,359

There wereno stock options granted in fiscal 2024, fiscal 2023, and fiscal 2022. CRA determines the weighted average fair market value for stock options granted using the Black-Scholes option-pricing model. Generally, the risk-free interest rate is based on U.S. Treasury interest rates with corresponding terms consistent with the expected life of the stock options. Expected volatility and expected life are based on CRA's historical experience. Expected dividend yield is determined based on CRA's annualized dividend rate per share, as a percentage of average market price of the common stock, on each dividend payment date. The forfeiture rate is based upon historical experience. CRA believes its historical experience is an appropriate indicator of future forfeitures.

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 wereno 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 wasno unrecognized compensation cost, net of expected forfeitures, related to non-vested stock options granted. Options granted during or prior to fiscal 2016 expire on the seventh anniversary of the date of grant. Options granted during or after fiscal 2017 expire on the tenth anniversary of the date of grant.

Restricted Stock. CRA grants shares of restricted stock, which are subject to the execution of a restricted stock agreement, under its 2006 Equity Incentive Plan. Generally, shares of restricted stock vest infour equal annual installments beginning on the first anniversary of the date of grant. Total unrecognized compensation cost, net of expected forfeitures, related to shares of restricted stock as of December 28, 2024 was $1.6 million, which is expected to be recognized over a weighted-average period of 2.8 years. The forfeiture rate of 0.9% used for shares of restricted stock was based upon historical experience. CRA believes its historical experience is an appropriate indicator of future forfeitures.

The following table provides a roll-forward of the shares of restricted stock under the 2006 Equity Incentive Plan over fiscal 2024:

Shares of Restricted Stock
Number ofSharesWeighted-AverageGrant DateFair Value
Non-vested at December 30, 202322,556$86.18
Granted5,904$165.03
Vested(10,551)$74.09
Forfeited—$—
Non-vested at December 28, 202417,909$119.30

FS-25

The total fair value of shares of restricted stock that vested during fiscal 2024, fiscal 2023, and fiscal 2022 was $0.8 million, $0.7 million, and $0.6 million, respectively.

Time-Vesting RSUs. CRA grants time-vesting restricted stock units, which are subject to the execution of a restricted stock unit agreement, under its 2006 Equity Incentive Plan. Generally, time-vesting restricted stock units vest infour orfive equal annual installments beginning on the first anniversary of the date of grant. Total unrecognized compensation cost, net of expected forfeitures, related to time-vesting restricted stock units as of December 28, 2024 was $3.1 million, which is expected to be recognized over a weighted-average period of 2.2 years. The forfeiture rate of 0.9% used for time-vesting restricted stock units was based upon historical experience. CRA believes its historical experience is an appropriate indicator of future forfeitures.

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

Time-VestingRestricted Stock Units
Number ofUnitsWeighted-AverageGrant DateFair Value
Non-vested at December 30, 202360,891$76.55
Granted15,401$132.56
Vested(27,768)$65.00
Forfeited(132)$102.25
Non-vested at December 28, 202448,392$100.93

The total fair value of time-vesting restricted stock units that vested during fiscal 2024, fiscal 2023, and fiscal 2022 was $1.8 million, $1.6 million, and $1.4 million, respectively.

Performance-Vesting RSUs. CRA grants performance-vesting restricted stock units ("PRSUs"), which are subject to the execution of a restricted stock unit agreement, under its 2006 Equity Incentive Plan. Generally, achievement of performance measures for PRSUs are based on atwo-year performance period, after which the units determined based on this achievement will vest three-fourths in the first year following the performance period and one-fourth on the fourth anniversary of the date of grant. 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. 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 beginning with 2022 grants and 125% of the PRSUs' target number of units for all grants issued prior to 2022.

Performance-VestingRestricted Stock Units
Number ofUnitsWeighted-AverageGrant DateFair Value
Non-vested at December 30, 202371,338$85.48
Granted30,670$148.28
Vested(23,312)$69.72
Forfeited(10,148)$85.40
Non-vested at December 28, 202468,548$118.95

FS-26

1998 ESPP. In fiscal 1998, CRA adopted the 1998 ESPP, a tax-qualified plan under Section 423 of the Internal Revenue Code. The 1998 ESPP authorizes the issuance of up to an aggregate of 243,000 shares of common stock to participating employees at a purchase price equal to 85% of fair market value on either the first or the last day of theone-year offering period under the plan. In fiscal 2024, fiscal 2023, and fiscal 2022, there were no offering periods under this plan andno shares were issued. As of December 28, 2024, there were 211,777 shares available for grant under the 1998 ESPP.

  1. Net Income Per Share

CRA calculates basic earnings per share using the two-class method. CRA calculates diluted earnings per share using the more dilutive of either the two-class method or treasury stock method. The two-class method was more dilutive for fiscal 2024, fiscal 2023, and fiscal 2022.

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 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):

Year EndedYear EndedYear Ended
December 28,2024December 30,2023December 31,2022
Numerator:
Net income — basic$46,653$38,481$43,619
Less: net income attributable to participating shares127136167
Net income — diluted$46,526$38,345$43,452
Denominator:
Weighted average shares outstanding — basic6,8217,0087,218
Effect of dilutive stock options and restricted stock units87110137
Weighted average shares outstanding — diluted6,9087,1187,355
Net income per share:
Basic$6.82$5.48$6.02
Diluted$6.74$5.39$5.91

Certain share-based awards were anti-dilutive because their exercise price exceeded the average market price over the respective period. The following table presents the anti-dilutive share-based awards that were excluded from the calculation of common stock equivalents for purposes of computing diluted weighted average shares outstanding (in thousands):

Year EndedYear EndedYear Ended
December 28,2024December 30,2023December 31,2022
Anti-dilutive share-based awards excluded17—
  1. Fair Value of Financial Instruments

ASC Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. 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).

FS-27

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
Level 1Level 2Level 3
Assets:
Money market mutual funds$—$—$—
Total Assets$—$—$—
Liabilities:
Contingent consideration liability$—$—$190
Total Liabilities$—$—$190

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

Fiscal YearFiscal Year
20242023
Beginning balance$190$1,056
Remeasurement of acquisition-related contingent consideration(190)(934)
Accretion—68
Ending balance$—$190
  1. Credit Agreement

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. Additionally, for the period from January 16 to July 15 of each calendar year, CRA may elect to not increase the revolving credit facility to $250.0 million. The revolving credit facility includes a $25.0 million sublimit for the issuance of letters of credit.

CRA may use the proceeds of the revolving credit loans under the Credit Agreement for general corporate purposes and may repay any borrowings under the revolving credit facility at any time, but any borrowings must be repaid no later than August 19, 2027. Borrowings under the revolving credit facility bear interest at a rate per annum equal to one of the following rates, at CRA's election, plus an applicable margin as described below: (i) in the case of borrowings in U.S. 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

FS-28 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. In addition, CRA is required to pay a fee on the unused portion of the revolving credit facility at a rate per annum that varies between 0.175% and 0.250% depending on CRA's consolidated net leverage ratio.

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

There wereno borrowings outstanding under the Credit Agreement as of December 28, 2024 or December 30, 2023. As of December 28, 2024, the amount available under the revolving credit facility was reduced by certain letters of credit outstanding, which amounted to $4.0 million.

  1. Employee Benefit Plans

CRA maintains a qualified defined contribution 401(k) plan, which covers substantially all of its U.S. employees. Under the plan, participants are entitled to make pre-tax and/or Roth post-tax contributions up to the annual maximums established by the Internal Revenue Service. Under the plan, participants are also entitled to make after-tax contributions up to $20,000 per calendar year. CRA matches a certain percentage of participant contributions pursuant to the terms of the plan, which contributions are limited to a percentage of the participant’s eligible compensation. CRA made contributions related to the plan of $4.6 million, $4.5 million and $4.0 million for fiscal 2024, fiscal 2023, and fiscal 2022, respectively.

CRA also maintains several defined contribution pension plans for its employees in the U.K. and other foreign countries. 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.

  1. Segment Reporting

CRA manages its business globally withinone 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.

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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 EndedYear EndedYear Ended
December 28, 2024December 30,2023December 31,2022
Revenues$687,414$623,976$590,901
Employee compensation and fringe benefit costs418,717378,611350,225
Forgivable loan amortization31,05524,19824,403
Client reimbursable expenses65,73965,27763,318
Other segment expense 1105,661103,60294,155
Provision for income taxes19,58913,80715,181
Segment net income46,65338,48143,619
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.
  1. 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.

  1. Commitments and Contingencies

As described in Note 12, CRA is party to standby letters of credit with its bank in support of the minimum future lease payments under certain operating leases for office space.

CRA is subject to legal actions arising in the ordinary course of business. In management's opinion, based on current knowledge, CRA believes it has adequate legal defenses or insurance coverage, or both, with respect to the eventuality of such actions. CRA does not believe any settlement or judgment relating to any pending legal action would materially affect its financial position or results of operations. However, the outcome of such legal actions is inherently unpredictable and subject to inherent uncertainties.

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  1. Subsequent Events

On February 20, 2025, CRA announced that its Board of Directors authorized a $45.0 million expansion to its existing share repurchase program.

On February 20, 2025, CRA announced that its Board of Directors declared a quarterly cash dividend of $0.49 per common share, payable on March 14, 2025 to shareholders of record as of March 4, 2025.

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