What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-10 compared with 2021-03-11 · 34 added, 27 removed, 138 unchanged (31% of the section changed)

23 unchanged sentences

March 29, 2020 $ 22.38 $ 6.01

As of January 15, 2021, the last reported sales price for our common stock was $13.64 per share.

As of January 15, 2021, there were approximately 3,892 holders of record of our common stock.

As of February 2, 2022, the last reported sales price for our common stock was $14.03 per share.

As of February 2, 2022, there were approximately 3,675 holders of record of our common stock.

The board of directors has declared or paid the following cash dividends during the fiscal years ended 2021, 2020, and 2019:

1 unchanged sentence

February 6, 2019 February 19, 2019 February 26, 2019 $0.30 $ 3,068,847

May 10, 2018 May 21, 2018 May 29, 2018 $0.30 2,638,232

July 25, 2018 August 6, 2018 August 13, 2018 $0.30 3,026,709

October 26, 2018 November 5, 2018 November 13, 2018 $0.30 3,067,124

Total $ 10,921,909

February 6, 2019 February 19, 2019 February 26, 2019 $0.30 $ 3,068,847

April 25, 2019 May 6, 2019 May 13, 2019 $0.30 3,068,974

7 unchanged sentences

Total $ 5,155,148

February 8, 2021 February 18, 2021 February 26, 2021 $0.10 $ 1,033,597

May 6, 2021 May 17, 2021 May 24, 2021 $0.10 1,034,334

August 5, 2021 August 16, 2021 August 23, 2021 $0.12 1,248,183

November 3, 2021 November 15, 2021 November 22, 2021 $0.12 1,251,025

Total $ 4,567,139

On February 2, 2022, the Company's board of directors declared a cash dividend in the amount of $0.15 per share of common stock to be paid on February 22, 2022 to all shareholders of record as of the close of business on February 14, 2022.

Prior to December 19, 2014, we had not paid cash dividends on our common stock.

Our ability to pay dividends is restricted under the terms of our credit agreement and may be restricted under other agreements governing our outstanding indebtedness from time to time.

Any future determination with respect to the payment of dividends will be at the discretion of our board of directors and will be dependent upon, among other things, our financial condition, results of operations, capital requirements, the terms of our then existing indebtedness, contractual restrictions, future prospects, general economic conditions and other factors considered relevant by our board of directors.

Any future determination with respect to the payment of dividends, including whether to declare a dividend, and, if so, the amount thereof, will be at the discretion of our board of directors and will be dependent upon, among other things, our financial condition, results of operations, capital requirements, the terms of our then existing indebtedness, contractual restrictions, future prospects, general economic conditions and other factors considered relevant by our board of directors.

Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources–Credit Agreements” for a description of the restrictions in our credit agreements on our ability to pay dividends.

23 unchanged sentences

During 2021, we repurchased 610 shares of the Company's common stock at a cost of $8,442 and a weighted average price of $13.84 upon the vesting of restricted stock to satisfy statutory minimum tax withholding requirements.

Selected Financial Data.

The following tables set forth our summary consolidated historical financial data.

The following tables set forth our summary consolidated historical financial data for continuing operations.

You should read the information set forth below in conjunction with “Item 7.

15 unchanged sentences

Depreciation and amortization $ 3,698 $ 4,861 $ 4,718 $ 4,833 $ 5,873

Operating income $ 3,538 $ 19,662 $ 24,260 $ 17,760 $ 15,536

Operating income (loss) $ 14,531 $ (1,229) $ 14,886 $ 18,675 $ 13,458

Loss on extinguishment of debt $ — $ — $ 541 $ — $ —

Interest expense, net $ 1,433 $ 1,584 $ 1,569 $ 2,850 $ 3,253

Income before income taxes $ 1,954 $ 17,552 $ 21,410 $ 14,507 $ 11,170

Income tax expense $ 513 $ 4,305 $ 3,860 $ 8,659 (1)

Income (loss) from continuing operations before income taxes $ 13,098 $ (2,813) $ 12,776 $ 15,825 $ 10,205

Income tax expense (benefit) from continuing operations (1)

$ 2,640 $ (741) $ 3,135 $ 2,855 $ 6,090

Income (loss) from continuing operations $ 10,458 $ (2,072) $ 9,641 $ 12,970 $ 4,115

Income from discontinued operations, net of tax $ 3,652 $ 3,513 $ 3,606 $ 4,579 $ 1,735

Net income $ 14,110 $ 1,441 $ 13,247 $ 17,549 $ 5,850

Net Income Per Share:

Basic income (loss) per share:

Continuing operations $ 1.01 $ (0.20) $ 0.94 $ 1.35 $ 0.47

Discontinued operations 0.35 0.34 0.35 0.48 0.20

Net income per share – basic $ 1.36 $ 0.14 $ 1.29 $ 1.83 $ 0.67

Diluted income (loss) per share:

Continuing operations $ 1.00 $ (0.20) $ 0.93 $ 1.32 $ 0.46

Discontinued operations 0.35 0.34 0.35 0.47 0.19

Net income per share – diluted $ 1.35 $ 0.14 $ 1.28 $ 1.79 $ 0.65

2 unchanged sentences

Other Financial Data:

Adjusted EBITDA (2)

Adjusted EBITDA from continuing operations (2)

$ 16,659 $ 13,760 $ 21,609 $ 21,256 $ 19,970

Same Day EBITDA (2)

Same Day EBITDA from continuing operations (2)

$ 16,659 $ 13,760 $ 21,609 $ 21,256 $ 19,449

Cash dividends declared per common share $ 0.44 $ 0.50 $ 1.20 $ 1.15 $ 1.00

Balance Sheet Data:

Balance Sheet Data from Continuing Operations:

Working capital $ 25,851 $ 17,960 $ 20,532 $ 13,079 $ 9,797

3 unchanged sentences

Stockholders’ equity $ 76,592 $ 65,458 $ 68,457 $ 65,702 $ 39,135

(1) Includes a $3.3 million re-measurement of the net deferred tax assets as a result of the TCJA.

(1) 2017 Include a $3.3 million re-measurement of the net deferred tax assets as a result of the TCJA.

(2) We present Adjusted EBITDA and Same Day EBITDA (defined below), measures that are not in accordance with accounting principles generally accepted in the United States of America (“non-GAAP”), in this Annual Report on Form 10-K to provide investors with a supplemental measure of our operating performance.

We believe that Adjusted EBITDA and Same Day EBITDA are useful performance measures and are used by us to facilitate comparisons of our operating performance on a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our business than measures under accounting principles generally accepted in the United States of America (“GAAP”) can provide alone.

Our board and management also use Adjusted EBITDA and Same Day EBITDA as some of the primary methods for planning and forecasting overall expected performance and for evaluating on a quarterly and annual basis actual results against such expectations, and as a performance evaluation metric in

determining achievement of certain compensation programs and plans for our management.

In addition, the financial covenants in our credit agreement are based on EBITDA as defined in the credit agreement.

28 unchanged sentences

(dollars in thousands)

Net income $ 1,441 $ 13,247 $ 17,550 $ 5,848 $ 6,882

Net income (loss) from continuing operations $ 10,458 $ (2,072) $ 9,641 $ 12,970 $ 4,115

Income tax expense (benefit) from continuing operations(1) 2,640 (741) 3,135 2,855 6,090

Interest expense, net 1,433 1,584 1,569 2,850 3,253

Income tax expense 513 4,305 3,860 8,659 (1)

Loss on extinguishment of debt — — 541 — —

Operating income 3,538 19,662 24,260 17,760 15,536

CARES Act credit (2,084) — — — —

Operating income (loss) 12,447 (1,229) 14,886 18,675 13,458

Depreciation and amortization 3,698 4,861 4,718 4,833 5,873

1 unchanged sentence

Impairment losses (2)

— 7,240 — — —

Share-based compensation 1,058 786 850 1,015 401

1 unchanged sentence

IT roadmap 1,689 1,563 721 — —

Adjusted EBITDA 18,689 26,590 27,106 24,737 22,643

Adjusted EBITDA from continuing operations 16,659 13,760 21,609 21,256 19,970

Same day adjustment — — — — (521)

Same day EBITDA $ 18,689 $ 26,590 $ 27,106 $ 24,216 $ 22,643

(1) Includes a $3.3 million re-measurement of the net deferred tax assets as a result of the TCJA.

Same day EBITDA from continuing operations $ 16,659 $ 13,760 $ 21,609 $ 21,256 $ 19,449

(1) 2020 Included a $3.3 million re-measurement of the net deferred tax assets as a result of the TCJA.

(2) In the professional segment, we recognized a $3.7 million trade name impairment loss and a $3.5 million client partner list impairment loss during the thirteen week period ended June 28, 2020.

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 5. Market for Registrant’s Common Equity