What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-03-15 compared with 2023-03-16 · 59 added, 41 removed, 128 unchanged (44% of the section changed)

1 unchanged sentence

Stock Performance Graph

The following graph compares, through January 1, 2023, the cumulative total return of the Company’s common stock, a peer group index of certain publicly traded workforce solutions companies, and the Russell 3000.

The following graph compares, through December 31, 2023, the cumulative total return of the Company’s common stock, a peer group index of certain publicly traded workforce solutions companies, and the Russell 3000.

The graph assumes the investment of $100 at the beginning of the period depicted in the chart and reinvestment of all dividends.

10 unchanged sentences

Quarter Ended:

January 1, 2023 $ 15.49 $ 10.30

September 25, 2022 $ 13.33 $ 11.88

June 26, 2022 $ 13.62 $ 11.65

March 27, 2022 $ 15.10 $ 12.80

December 31, 2023 $ 9.49 $ 9.37

October 1, 2023 $ 9.62 $ 9.45

July 2, 2023 $ 9.59 $ 9.50

April 2, 2023 $ 11.06 $ 10.44

January 1, 2023 $ 15.49 $ 10.30

September 25, 2022 $ 13.33 $ 11.88

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Declared Date Record Date Distribution Date Dividend per Share Amount Paid

January 30, 2020 February 10, 2020 February 18, 2020 $0.30 $ 3,092,771

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

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February 3, 2022 February 14, 2022 February 22, 2022 $0.15 $ 1,564,649

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

April 27, 2022 May 17, 2022 May 24, 2022 $0.15 1,572,332

August 3, 2022 August 15, 2022 August 22, 2022 $0.15 1,574,992

1 unchanged sentence

Total $ 6,289,682

February 3, 2022 February 14, 2022 February 22, 2022 $0.15 $ 1,564,649

April 27, 2022 May 17, 2022 May 24, 2022 $0.15 1,572,332

February 13, 2023 February 23, 2023 March 2, 2023 $0.15 $ 1,618,485

May 4, 2023 May 15, 2023 May 22, 2023 $0.15 1,625,816

August 9, 2023 August 21, 2023 August 28, 2023 $0.15 1,629,676

1 unchanged sentence

Total $ 6,507,249

On February 13, 2023, 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 March 2, 2023 to all shareholders of record as of the close of business on February 23, 2023.

On February 7, 2024, 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 27, 2024 to all shareholders of record as of the close of business on February 20, 2024.

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.

1 unchanged sentence

Equity Compensation Plans

The following equity compensation plan information is provided as of January 1, 2023:

The following equity compensation plan information is provided as of December 31, 2023:

Plan Category Number of Securities to be

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Share Repurchases

During 2022, there were no stock repurchases.

During 2023, we repurchased 2,085 shares of the Company’s common stock at a cost of $19,019 and a weighted average price of $9.69 upon the vesting of restricted stock to satisfy statutory minimum tax withholding requirements.

During 2022, there were no stock repurchases.

Selected Financial Data

2 unchanged sentences

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated historical financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

The statement of operations data for the fiscal years ended 2022, 2021, and 2020 and the balance sheet data as of January 1, 2023 and December 26, 2021 set forth below are derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

The statement of operations data for the fiscal years ended 2023, 2022, and 2021 and the balance sheet data as of December 31, 2023 and January 1, 2023 set forth below are derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

The statement of operations data for the fiscal years ended 2020 and 2019 and the balance sheet data as of December 26, 2021, December 27, 2020, and December 29, 2019 set forth below were derived from our audited financial statements not included in this Annual Report on Form 10-K.

Fiscal Years Ended

2023 December 26,

2023 January 1,

2023 December 26,

9 unchanged sentences

Depreciation and amortization $ 7,774 $ 4,054 $ 3,698 $ 4,861 $ 4,718

Operating income (loss) $ 16,283 $ 14,531 $ (1,229) $ 14,886 $ 18,675

Operating (loss) income $ (7,185) $ 16,283 $ 14,530 $ (1,229) $ 14,886

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

Interest expense, net $ (5,976) $ (1,363) $ (1,433) $ 1,584 $ 1,569

Income (loss) from continuing operations before income taxes $ 14,920 $ 13,098 $ (2,813) $ 12,776 $ 15,825

Income tax expense (benefit) from continuing operations $ 3,659 $ 2,640 $ (741) $ 3,135 $ 2,855

Income (loss) from continuing operations $ 11,261 $ 10,458 $ (2,072) $ 9,641 $ 12,970

(Loss) income from continuing operations before income taxes $ (13,161) $ 14,920 $ 13,097 $ (2,813) $ 12,776

Income tax benefit (expense) from continuing operations $ 2,938 $ (3,659) $ (2,639) $ 741 $ 3,135

(Loss) income from continuing operations $ (10,223) $ 11,261 $ 10,458 $ (2,072) $ 9,641

Income from discontinued operations, net of tax $ — $ 14,100 $ 3,651 $ 3,513 $ 3,606

Net income $ 25,361 $ 14,109 $ 1,441 $ 13,247 $ 17,549

Basic income (loss) per share:

Net (loss) income $ (10,223) $ 25,361 $ 14,109 $ 1,441 $ 13,247

Net (loss) income per share - basic:

Continuing operations $ (0.95) $ 1.08 $ 1.01 $ (0.20) $ 0.94

Income from discontinued operations:

Income from discontinued

Income — 0.12 0.44 0.46 0.46

1 unchanged sentence

Income tax expense — (0.46) (0.09) (0.12) (0.11)

Net income per share – basic $ 2.43 $ 1.36 $ 0.14 $ 1.29 $ 1.83

Diluted income (loss) per share:

Net (loss) income per share – basic $ (0.95) $ 2.43 $ 1.36 $ 0.14 $ 1.29

Net (loss) income per share - diluted:

Continuing operations $ (0.95) $ 1.07 $ 1.00 $ (0.20) $ 0.93

Income from discontinued operations:

Income from discontinued

Income — 0.12 0.44 0.46 0.46

1 unchanged sentence

Income tax expense — (0.46) (0.09) (0.12) (0.11)

Net income per share – diluted $ 2.42 $ 1.35 $ 0.14 $ 1.28 $ 1.79

Net (loss) income per share – diluted $ (0.95) $ 2.42 $ 1.35 $ 0.14 $ 1.28

Weighted average shares outstanding – basic 10,766 10,427 10,367 10,312 10,239

Weighted average shares outstanding – diluted 10,766 10,473 10,417 10,338 10,351

Fiscal Years Ended

2023 January 1,

2023 December 26,

2021 December 27,

2020 December 29,

(dollars in thousands, except per share data)

Other Financial Data:

1 unchanged sentence

$ 25,137 $ 21,693 $ 14,969 $ 12,197 $ 21,609

Same Day EBITDA from continuing operations (1)

$ 25,137 $ 21,283 $ 14,969 $ 12,197 $ 21,609

Cash dividends declared per common share $ 0.60 $ 0.60 $ 0.44 $ 0.50 $ 1.20

1 unchanged sentence

Working capital (2)

$ (18,144) $ 47,955 $ 25,851 $ 17,960 $ 20,532

Total assets $ 178,517 $ 194,673 $ 148,294 $ 130,278 $ 100,378

2 unchanged sentences

Stockholders’ equity $ 85,536 $ 100,736 $ 76,592 $ 65,458 $ 68,457

(1) We present Adjusted EBITDA (defined below), a measure 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 is a useful performance measures and is used by us to facilitate a comparison 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 as one 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.

(1) We present Adjusted EBITDA and Same Day EBITDA (defined below), measure 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 one 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.

(2) The 2023 working capital amount includes the movement of the balances from long-term to current liabilities related to the amended credit agreement with BMO Harris Bank, N.A.

(“BMO”), which had a maturity date of July 16, 2024.

We define “Adjusted EBITDA” as earnings before interest expense, income taxes, depreciation and amortization expense, impairment losses, transaction fees, and certain non-cash expenses such as share-based compensation expense.

5 unchanged sentences

Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

The use of Adjusted EBITDA has limitations as analytical tool, and you should not consider this performance measure in isolation from, or as an alternative to, GAAP measures such as net income.

Adjusted EBITDA is not a measure of liquidity under GAAP or otherwise, and is not an alternative to cash flow from continuing operating activities.

Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by the expenses that are excluded from that term or by unusual or non-recurring items.

The limitations of Adjusted EBITDA include:

(i) it does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

(ii) it does not reflect changes in, or cash requirements for, our working capital needs;

(iii) it does not reflect income tax payments we may be required to make;

and (iv) it does not reflect the cash requirements necessary to service interest or principal payments associated with indebtedness.

To properly and prudently evaluate our business, we encourage you to review our consolidated financial statements included elsewhere in this Annual Report on Form 10-K and the reconciliation to Adjusted EBITDA from net income, the most directly comparable financial measure presented in accordance with GAAP, set forth in the following table.

We define “Same Day EBITDA” as Adjusted EBITDA on a fifty-two week fiscal year basis.

Omitting the additional revenue days in a fifty-three week fiscal year ended provides a financial measure that facilitates comparisons of our results of operations with those of our fifty-two week fiscal year and comparisons of our results with those companies having same number of days.

Same Day EBITDA should not be considered as an alternative to net income for the periods indicated as a measure of our performance.

Other companies in our industry may calculate Adjusted EBITDA or Same Day EBITDA differently than we do, limiting their usefulness as comparative measures.

The use of Adjusted EBITDA and Same Day EBITDA have limitations as analytical tools, and you should not consider these performance measure in isolation from, or as an alternative to, GAAP measures such as net income.

Adjusted EBITDA and Same Day EBITDA are not measures of liquidity under GAAP or otherwise, and are not alternatives to cash flow from continuing operating activities.

Our presentation of Adjusted EBITDA and Same Day EBITDA should not be construed as an inference that our future results will be unaffected by the expenses that are excluded from that term or by unusual or non-recurring items.

The limitations of Adjusted EBITDA and Same Day EBITDA include:

(i) they do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

(ii) they do not reflect changes in, or cash requirements for, our working capital needs;

(iii) they do not reflect income tax payments we may be required to make;

and (iv) they do not reflect the cash requirements necessary to service interest or principal payments associated with indebtedness.

To properly and prudently evaluate our business, we encourage you to review our consolidated financial statements included elsewhere in this Annual Report on Form 10-K and the reconciliation to Adjusted EBITDA and Same Day EBITDA from net income, the most directly comparable financial measure presented in accordance with GAAP, set forth in the following table.

All of the items included in the reconciliation from net income to Adjusted EBITDA are either (i) non-cash items or (ii) items that management does not consider in assessing our on-going operating performance.

2 unchanged sentences

Fiscal Years Ended

2023 December 26,

2023 January 1,

2023 December 26,

2 unchanged sentences

(dollars in thousands)

Net income (loss) from continuing operations $ 11,261 $ 10,458 $ (2,072) $ 9,641 $ 12,970

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

(Loss) income from continuing operations $ (10,223) $ 11,261 $ 10,458 $ (2,072) $ 9,641

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

(2,938) 3,659 2,639 (741) 3,135

1 unchanged sentence

Loss on extinguishment of debt — — — — 541

Operating income (loss) 16,283 14,531 (1,229) 14,886 18,675

Operating (loss) income (7,185) 16,283 14,530 (1,229) 14,886

Depreciation and amortization 7,774 4,054 3,698 4,861 4,718

6 unchanged sentences

Adjusted EBITDA from continuing operations 25,137 21,693 14,969 12,197 20,888

Same day adjustment — (410) — — —

Same day EBITDA from continuing operations $ 25,137 $ 21,283 $ 14,969 $ 12,197 $ 20,888

(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.

We recognized a $22.5 million trade name impairment loss during the thirteen week period ended April 2, 2023.

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