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Item 2. Management’s Discussion and Analysis

2022-11-03 compared with 2022-08-04 · 100 added, 91 removed, 133 unchanged (59% of the section changed)

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Critical Accounting Policies and Estimates

Our critical accounting policies involving the more significant estimates and judgments used in the preparation of our financial statements as of July 2, 2022 remain unchanged from January 1, 2022, except for the accounting policies related to business combinations as described below.

Our critical accounting policies involving the more significant estimates and judgments used in the preparation of our financial statements as of October 1, 2022 remain unchanged from January 1, 2022, except for the accounting policies related to business combinations as described below.

Please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended January 1, 2022, filed with the SEC on March 3, 2022 (the "2021 Form 10-K") for details on these critical accounting policies.

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Please refer to the sections captioned “Recent Accounting Standards” included in Note 1, “Summary of Significant Accounting Policies” in Part I, Item I, “Financial Statements” of this Quarterly Report on Form 10-Q (this "report").

Results of Operations—For the Fiscal Quarter and Fiscal Year-to-Date Period Ended July 2, 2022, Compared to the Fiscal Quarter and Fiscal Year-to-Date Period Ended July 3, 2021

Results of Operations—For the Fiscal Quarter and Fiscal Year-to-Date Period Ended October 1, 2022, Compared to the Fiscal Quarter and Fiscal Year-to-Date Period Ended October 2, 2021

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

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Ended Fiscal Year-to-Date

2022 October 2,

2021 October 1,

2022 October 2,

Revenues 100.0 % 100.0 % 100.0 % 100.0 %

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Net income 8.0 % 8.0 % 7.8 % 7.7 %

Fiscal Quarter Ended July 2, 2022, Compared to the Fiscal Quarter Ended July 3, 2021

Revenues increased by $0.9 million, or 0.6%, to $149.1 million for the second quarter of fiscal 2022 from $148.2 million for the second quarter of fiscal 2021.

Utilization increased to 77% for the second quarter of fiscal 2022 from 75% for the second quarter of fiscal 2021, while consultant headcount grew 3.6% from 833 at the end of the second quarter of fiscal 2021 to 863 at the end of the second quarter of fiscal 2022.

Fiscal Quarter Ended October 1, 2022, Compared to the Fiscal Quarter Ended October 2, 2021

Revenues increased by $12.0 million, or 8.8%, to $148.4 million for the third quarter of fiscal 2022 from $136.4 million for the third quarter of fiscal 2021.

Utilization increased to 74% for the third quarter of fiscal 2022 from 73% for the third quarter of fiscal 2021, while consultant headcount grew 3.3% from 882 at the end of the third quarter of fiscal 2021 to 911 at the end of the third quarter of fiscal 2022.

The primary driver of consultant headcount growth was the addition of 37 consultants resulting from the acquisition of Welch Consulting, Ltd.

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Overall, revenues outside of the U.S.

represented approximately 19% of net revenues for each of the second quarters of fiscal 2022 and fiscal 2021.

Revenues derived from fixed-price projects decreased to 18% of net revenues for the second quarter of fiscal 2022 compared with 24% of net revenue for the second quarter of fiscal 2021.

represented approximately 18% and 20% of net revenues for the third quarters of fiscal 2022 and fiscal 2021, respectively.

Revenues derived from fixed-price projects decreased to 16% of net revenues for the third quarter of fiscal 2022 compared with 23% of net revenue for the third quarter of fiscal 2021.

The percentage of revenue derived from fixed-price projects depends largely on the proportion of our revenues derived from our management consulting business, which typically has a higher concentration of fixed-price service contracts.

Costs of Services (exclusive of depreciation and amortization).

Costs of services (exclusive of depreciation and amortization) decreased by $1.9 million, or 1.9%, to $103.1 million for the second quarter of fiscal 2022 from $105.0 million for the second quarter of fiscal 2021.

The decrease in costs of services was due to a decrease in employee compensation and fringe benefit costs of $2.3 million primarily as a result of a lower bonus accrual, a decrease in client reimbursable expenses of $0.8 million, partially offset by an increase in forgivable loan amortization of $1.2 million.

As a percentage of revenues, costs of services (exclusive of depreciation and amortization) decreased to 69.1% for the second quarter of fiscal 2022 from 70.9% for the second quarter of fiscal 2021.

Costs of services (exclusive of depreciation and amortization) increased by $6.3 million, or 6.6%, to $102.3 million for the third quarter of fiscal 2022 from $96.0 million for the third quarter of fiscal 2021.

The increase in costs of services was due to an increase in employee compensation and fringe benefit costs of $6.6 million primarily as a result of a higher headcount and an increase in forgivable loan amortization of $0.4 million, partially offset by a decrease in client reimbursable expenses of $0.7 million.

As a percentage of revenues, costs of services (exclusive of depreciation and amortization) decreased to 68.9% for the third quarter of fiscal 2022 from 70.4% for the third quarter of fiscal 2021.

Selling, General and Administrative Expenses.

Selling, general and administrative expenses increased by $4.0 million, or 16.3%, to $28.0 million for the second quarter of fiscal 2022 from $24.0 million for the second quarter of fiscal 2021.

Within this category of expenses, there was a $0.4 million increase in commissions to our non-employee experts, a $0.6 million increase in employee compensation and fringe benefit costs, a $1.0 million increase in travel and entertainment, a $0.6 million increase in rent expense, a $0.6 million increase in legal and other professional services fees, and a $0.9 million increase in miscellaneous and other costs.

Partially offsetting the increase in these expenses was a $0.1 million decrease in bad debt expense for the second quarter of fiscal 2022 as compared to the second quarter of fiscal 2021.

As a percentage of revenues, selling, general and administrative expenses increased to 18.8% for the second quarter of fiscal 2022 from 16.2% for the second quarter of fiscal 2021.

Commissions to our non-employee experts increased to 3.5% of revenues for the second quarter of fiscal 2022 compared to 3.2% of revenues for the second quarter of fiscal 2021.

Selling, general and administrative expenses increased by $3.7 million, or 15.3%, to $28.2 million for the third quarter of fiscal 2022 from $24.5 million for the third quarter of fiscal 2021.

Within this category of expenses, there was a $1.2 million increase in travel and entertainment, a $1.0 million increase in employee compensation and fringe benefit costs, a $0.7 million increase in miscellaneous and other costs, a $0.6 million increase in software subscription and data services, and a $0.4 million increase in commissions to our non-employee experts.

Partially offsetting the increase in these expenses was a $0.2 million decrease in bad debt expense for the third quarter of fiscal 2022 as compared to the third quarter of fiscal 2021.

As a percentage of revenues, selling, general and administrative expenses increased to 19.0% for the third quarter of fiscal 2022 from 18.0% for the third quarter of fiscal 2021.

Commissions to our non-employee experts remained flat at 3.2% of revenues for the third quarter of fiscal 2022 and the third quarter of fiscal 2021.

Provision for Income Taxes.

The income tax provision was $4.6 million and the effective tax rate ("ETR") was 28.3% for the second quarter of fiscal 2022 compared to $4.0 million and 25.8% for the second quarter of fiscal 2021.

The ETR for the current fiscal quarter was higher than the prior year primarily due to a decrease in the tax benefit related to share-based compensation, an increase in the valuation allowance, and higher nondeductible compensation paid to executive officers, partially offset by the remeasurement of the U.K.'s long-term deferred tax liabilities in the second quarter of fiscal 2021

stemming from the enactment of U.K.’s statutory rate increase.

The ETR for the second quarter of fiscal 2022 was higher than the combined federal and state statutory tax rate due to nondeductible items including compensation paid to executive officers and entertainment expenses, along with an increase in the valuation allowance, partially offset by the U.S.

benefit from foreign-derived intangible income ("FDII").

The ETR for the second quarter of fiscal 2021 was lower than the combined federal and state statutory tax rate primarily due to the tax benefit related to share-based compensation, partially offset by non-deductible compensation paid to executive officers and the impact of the U.K.

statutory tax rate change.

Net income remained flat at $11.6 million for the second quarter of fiscal 2022 from the second quarter of fiscal 2021.

The net income per diluted share was $1.57 per share for the second quarter of fiscal 2022, compared to $1.53 of net income per diluted share for the second quarter of fiscal 2021.

Weighted average diluted shares outstanding decreased by approximately 159,000 shares to approximately 7,380,000 shares for the second quarter of fiscal 2022 from approximately 7,539,000 shares for the second quarter of fiscal 2021.

The decrease in weighted average diluted shares outstanding was primarily due to the repurchase of shares of our common stock since July 3, 2021, offset in part by the vesting of shares of restricted stock and time-vesting restricted stock units and the exercise of stock options since July 3, 2021.

Fiscal Year-to-Date Period Ended July 2, 2022, Compared to the Fiscal Year-to-Date Period Ended July 3, 2021

Revenues increased by $2.7 million, or 0.9%, to $297.5 million for the fiscal year-to-date period ended July 2, 2022 from $294.8 million for the fiscal year-to-date period ended July 3, 2021.

Utilization decreased to 75% for the fiscal year-to-date period ended July 2, 2022 from 76% for the fiscal year-to-date period ended July 3, 2021, while consultant headcount grew 3.6% from 833 at the end of the second quarter of fiscal 2021 to 863 at the end of the second quarter of fiscal 2022.

The income tax provision was $4.0 million and the effective tax rate ("ETR") was 25.3% for the third quarter of fiscal 2022 compared to $1.9 million and 14.8% for the third quarter of fiscal 2021.

The ETR for the current fiscal quarter was higher than the prior year primarily due to a decrease in the tax benefit related to share-based compensation and foreign-derived intangible income, and higher nondeductible compensation paid to executive officers.

The ETR for the third quarter of both fiscal 2022 and fiscal 2021 were lower than the combined federal and state statutory tax rate primarily due

to the tax benefit related to share-based compensation, partially offset by non-deductible compensation paid to executive officers.

Net income increased to $11.9 million for the third quarter of fiscal 2022 from $10.9 million for the third quarter of fiscal 2021.

The net income per diluted share was $1.63 per share for the third quarter of fiscal 2022, compared to $1.44 of net income per diluted share for the third quarter of fiscal 2021.

Weighted average diluted shares outstanding decreased by approximately 314,000 shares to approximately 7,246,000 shares for the third quarter of fiscal 2022 from approximately 7,560,000 shares for the third quarter of fiscal 2021.

The decrease in weighted average diluted shares outstanding was primarily due to the repurchase of shares of our common stock since October 2, 2021, offset in part by the vesting of shares of restricted stock and time-vesting restricted stock units and the exercise of stock options since October 2, 2021.

Fiscal Year-to-Date Period Ended October 1, 2022, Compared to the Fiscal Year-to-Date Period Ended October 2, 2021

Revenues increased by $14.7 million, or 3.4%, to $445.9 million for the fiscal year-to-date period ended October 1, 2022 from $431.2 million for the fiscal year-to-date period ended October 2, 2021.

Utilization was 75% for the fiscal year-to-date periods ended October 1, 2022 and October 2, 2021, while consultant headcount grew 3.3% from 882 at the end of the third quarter of fiscal 2021 to 911 at the end of the third quarter of fiscal 2022.

The primary driver of consultant headcount growth was the addition of 37 consultants resulting from the acquisition of Welch Consulting in the first quarter of fiscal 2022.

Overall, revenues outside of the U.S.

represented approximately 20% and 19% of net revenues for the fiscal year-to-date periods ended July 2, 2022 and July 3, 2021, respectively.

Revenues derived from fixed-price projects decreased to 19% of net revenues for the fiscal year-to-date period ended July 2, 2022 compared with 24% of net revenue for the year-to-date period ended July 3, 2021.

represented approximately 20% and 19% of net revenues for the fiscal year-to-date periods ended October 1, 2022 and October 2, 2021, respectively.

Revenues derived from fixed-price projects decreased to 18% of net revenues for the fiscal year-to-date period ended October 1, 2022 compared with 24% of net revenue for the year-to-date period ended October 2, 2021.

Costs of Services (exclusive of depreciation and amortization).

Costs of services (exclusive of depreciation and amortization) decreased by $3.3 million, or 1.6%, to $207.1 million for the fiscal year-to-date period ended July 2, 2022 from $210.4 million for the fiscal year-to-date period ended July 3, 2021.

The decrease in costs of services was due to a decrease of $2.8 million in employee compensation and fringe benefit costs primarily as a result of a lower bonus accrual, a decrease in the valuation expense of the contingent consideration of $0.4 million, and a decrease in client reimbursable expenses of $1.1 million, partially offset by an increase in forgivable loan amortization of $1.0 million.

As a percentage of revenues, costs of services (exclusive of depreciation and amortization) decreased to 69.6% for the fiscal year-to-date period ended July 2, 2022 from 71.4% for the fiscal year-to-date period ended July 3, 2021.

Costs of services (exclusive of depreciation and amortization) increased by $3.0 million, or 1.0%, to $309.4 million for the fiscal year-to-date period ended October 1, 2022 from $306.4 million for the fiscal year-to-date period ended October 2, 2021.

The increase in costs of services was due to an increase of $3.8 million in employee compensation and fringe benefit costs primarily as a result of a higher headcount and an increase in forgivable loan amortization of $1.3 million, partially offset by a decrease in client reimbursable expenses of $1.7 million and a decrease in the valuation expense of the contingent consideration of $0.4 million.

As a percentage of revenues, costs of services (exclusive of depreciation and amortization) decreased to 69.4% for the fiscal year-to-date period ended October 1, 2022 from 71.1% for the fiscal year-to-date period ended October 2, 2021.

Selling, General and Administrative Expenses.

Selling, general and administrative expenses increased by $6.5 million, or 13.8%, to $53.8 million for the fiscal year-to-date period ended July 2, 2022 from $47.3 million for the fiscal year-to-date period ended July 3, 2021.

Within this category of expenses, there was a $1.5 million increase in travel and entertainment, a $1.1 million increase in commissions to our non-employee experts, a $1.3 million increase in employee compensation and fringe benefit costs, a $0.5 million increase in legal and other professional services fees, a $0.8 million increase in rent expense, and a $1.6 million increase in miscellaneous and other costs.

Partially offsetting the increase in these expenses was a $0.3 million decrease in bad debt expense for the fiscal year-to-date period ended July 2, 2022 as compared to the fiscal year-to-date period ended July 3, 2021.

As a percentage of revenues, selling, general and administrative expenses increased to 18.1% for the fiscal year-to-date period ended July 2, 2022 from 16.0% for the fiscal year-to-date period ended July 3, 2021.

Commissions to our non-employee experts increased to 3.3% of revenues for the fiscal year-to-date period ended July 2, 2022 compared to 2.9% of revenues for the fiscal year-to-date period ended July 3, 2021.

Selling, general and administrative expenses increased by $10.3 million, or 14.3%, to $82.0 million for the fiscal year-to-date period ended October 1, 2022 from $71.7 million for the fiscal year-to-date period ended October 2, 2021.

Within this category of expenses, there was a $2.7 million increase in travel and entertainment, a $2.2 million increase in employee compensation and fringe benefit costs, a $1.6 million increase in commissions to our non-employee experts, a $1.2 million increase in software subscription and data services, a $1.1 million increase in miscellaneous and other costs, a $0.9 million increase in legal and other professional services fees, and a $0.9 million increase in rent expense.

Partially offsetting the increase in these expenses was a $0.3 million decrease in bad debt expense for the fiscal year-to-date period ended October 1, 2022 as compared to the fiscal year-to-date period ended October 2, 2021.

As a percentage of revenues, selling, general and administrative expenses increased to 18.4% for the fiscal year-to-date period ended October 1, 2022 from 16.6% for the fiscal year-to-date period ended October 2, 2021.

Commissions to our non-employee experts increased to 3.3% of revenues for the fiscal year-to-date period ended October 1, 2022 compared to 3.0% of revenues for the fiscal year-to-date period ended October 2, 2021.

Provision for Income Taxes.

The income tax provision was $8.7 million and the ETR was 27.4% for the fiscal year-to-date period ended July 2, 2022, compared to $7.4 million and 25.1% for the fiscal year-to-date period ended July 3, 2021.

The ETR for the current fiscal year-to-date period was higher than the prior year-to-date period primarily due to a decrease in the tax benefit related to share-based compensation, an increase in the valuation allowance, and higher nondeductible compensation paid to executive officers, partially offset by the impact of the U.K.

statutory rate increase in the second quarter of fiscal 2021.

The income tax provision was $12.7 million and the ETR was 26.7% for the fiscal year-to-date period ended October 1, 2022, compared to $9.3 million and 22.0% for the fiscal year-to-date period ended October 2, 2021.

The ETR for the current fiscal year-to-date period was higher than the prior year-to-date period primarily due to a decrease in the tax benefit related to share-based compensation and foreign-derived intangible income, and higher nondeductible compensation paid to executive officers, partially offset by the impact of the U.K.

statutory rate increase in the second quarter of fiscal 2021 that did not recur in the current period.

The ETR for the current fiscal year-to-date period was approximately the same as the combined federal and state statutory tax rate and included offsetting items primarily related to the tax benefit for share-based compensation and nondeductible compensation paid to executive officers.

The ETR for the fiscal year-to-date period ended July 3, 2021 was lower than the combined federal and state statutory tax rate primarily due to the tax benefit related to share-based compensation, partially offset by non-deductible compensation paid to executive officers and the impact of the U.K.

The ETR for the fiscal

year-to-date period ended October 2, 2021 was lower than the combined federal and state statutory tax rate primarily due to the tax benefit related to share-based compensation, partially offset by non-deductible compensation paid to executive officers and the impact of the U.K.

statutory tax rate change.

Net income increased by $1.0 million to $23.1 million for the fiscal year-to-date period ended July 2, 2022 from $22.1 million for the fiscal year-to-date period ended July 3, 2021.

The diluted net income per share was $3.09 for the fiscal year-to-date period ended July 2, 2022, compared to diluted net income per share of $2.86 for the fiscal year-to-date period ended July 3, 2021.

Weighted average diluted shares outstanding decreased by approximately 243,000 to approximately 7,442,000 shares for the fiscal year-to-date period ended July 2, 2022 from approximately 7,685,000 shares for the fiscal year-to-date period ended July 3, 2021.

The decrease in weighted average diluted shares outstanding was primarily due to the repurchase of shares of our common stock since July 3, 2021, offset in part by the vesting of restricted stock and time-vesting restricted stock units, and the exercise of stock options since July 3, 2021.

Net income increased by $1.9 million to $34.9 million for the fiscal year-to-date period ended October 1, 2022 from $33.0 million for the fiscal year-to-date period ended October 2, 2021.

The diluted net income per share was $4.72 for the fiscal year-to-date period ended October 1, 2022, compared to diluted net income per share of $4.31 for the fiscal year-to-date period ended October 2, 2021.

Weighted average diluted shares outstanding decreased by approximately 267,000 to approximately 7,376,000 shares for the fiscal year-to-date period ended October 1, 2022 from approximately 7,643,000 shares for the fiscal year-to-date period ended October 2, 2021.

The decrease in weighted average diluted shares outstanding was primarily due to the repurchase of shares of our common stock since October 2, 2021, offset in part by the vesting of restricted stock and time-vesting restricted stock units, and the exercise of stock options since October 2, 2021.

Liquidity and Capital Resources

Fiscal Year-to-Date Period Ended July 2, 2022

We believe that our current cash and cash equivalents, cash generated from operations, and amounts available under our revolving credit facility through maturity will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least the next 12 months.

During the fiscal year-to-date period ended July 2, 2022, cash and cash equivalents decreased by $50.5 million.

Fiscal Year-to-Date Period Ended October 1, 2022

We believe that our current cash and cash equivalents, cash generated from operations, and amounts available under our revolving credit facility will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least the next 12 months.

During the fiscal year-to-date period ended October 1, 2022, cash and cash equivalents decreased by $42.0 million.

We completed the period with cash and cash equivalents of $24.1 million.

The principal drivers of the reduction of cash and cash equivalents were payment of a significant portion of our fiscal 2021 performance bonuses in the first and second quarters of fiscal 2022, the consideration paid for the acquisition of Welch Consulting, the repurchase of shares, and the payment of dividends, offset by net borrowings of $45.0 million.

During the fiscal year-to-date period ended July 2, 2022, working capital (defined as current assets less current liabilities) decreased by $17.6 million to $18.6 million.

During the fiscal year-to-date period ended October 1, 2022, working capital (defined as current assets less current liabilities) decreased by $9.9 million to $26.4 million.

The decrease in working capital was principally due to a decrease in cash and cash equivalents of $42.0 million and an increase in borrowings of $45.0 million.

Partially offsetting these decreases to working capital was an increase in accounts receivable and unbilled services of $37.7 million, a decrease in accrued expenses of $54.2 million, a decrease in deferred revenue and other liabilities of $6.0 million, and a decrease in the current portion of deferred compensation of $3.4 million.

At July 2, 2022, $5.0 million of our cash and cash equivalents was held within the U.S.

We have sufficient sources of liquidity in the U.S., including cash flow from operations and availability on our revolving credit facility through maturity to fund U.S.

Partially offsetting these decreases to working capital was an increase in accounts receivable and unbilled services of $46.8 million, an increase in prepaid expenses and other current assets of $3.4 million, a decrease in accrued expenses of $23.7 million, and a decrease in deferred revenue and other liabilities of $5.5 million.

At October 1, 2022, $9.7 million of our cash and cash equivalents was held within the U.S.

We have sufficient sources of liquidity in the U.S., including cash flow from operations and availability on our revolving credit facility to fund U.S.

operations for the next 12 months without the need to repatriate funds from our foreign subsidiaries.

Sources and Uses of Cash.

During the fiscal year-to-date period ended July 2, 2022, net cash used in operating activities was $78.8 million.

Net income was $23.1 million for the fiscal year-to-date period ended July 2, 2022.

During the fiscal year-to-date period ended October 1, 2022, net cash used in operating activities was $35.0 million.

Net income was $34.9 million for the fiscal year-to-date period ended October 1, 2022.

Uses of cash for operating activities included a $12.1 million decrease in lease liabilities, a net increase of $48.9 million in accounts receivable and unbilled receivables, and a $1.9 million increase in prepaid expenses and other current assets primarily related to the timing of renewing annual subscriptions.

Other uses of cash included a decrease in accounts payable, accrued expenses, and other liabilities of $63.1 million, primarily due to the payment of a significant portion of our fiscal 2021 performance bonuses and performance awards, and an increase in forgivable loans for the period of $10.0 million, which was primarily driven by $22.1 million of forgivable loan issuances offset by $12.1 million of forgivable loan amortization.

Other uses of cash included a decrease in accounts payable, accrued expenses, and other liabilities of $26.3 million, primarily due to the payment of a significant portion of our fiscal 2021 performance bonuses and performance awards, and an increase in forgivable loans for the period of $7.4 million, which was primarily driven by $25.5 million of forgivable loan issuances, net of repayments, offset by $18.1 million of forgivable loan amortization.

Cash used in operations included incentive cash award expense of $4.9 million, non-cash depreciation and amortization expense of $9.1 million, right-of-use amortization of $10.3 million, share-based compensation expenses of $3.6 million, and other non-cash gains and benefits of $1.2 million.

During the fiscal year-to-date period ended July 2, 2022, net cash used in investing activities was $12.3 million, which included $10.2 million of net consideration paid for the acquisition of Welch Consulting and $2.1 million for capital expenditures, primarily related to purchases of office equipment.

During the fiscal year-to-date period ended July 2, 2022, net cash provided by financing activities was $42.1 million, primarily as a result of borrowings under the revolving credit facility of $70.0 million and $0.3 million received upon the

issuance of shares of common stock related to the exercise of stock options.

Offsetting these increases in cash provided by financing activities were $22.6 million of repurchases of common stock, payment of $4.6 million of cash for dividends and dividend equivalents, and tax withholding payments reimbursed by restricted shares on vesting of $1.0 million.

During the fiscal year-to-date period ended October 1, 2022, net cash used in investing activities was $13.2 million, which included $10.2 million of net consideration paid for the acquisition of Welch Consulting and $3.0 million for capital expenditures, primarily related to purchases of office equipment.

During the fiscal year-to-date period ended October 1, 2022, net cash provided by financing activities was $9.3 million, primarily as a result of net borrowings under the revolving credit facility of $45.0 million and $0.8 million received upon the issuance of shares of common stock related to the exercise of stock options.

Offsetting these increases in cash provided by

financing activities were repurchases of common stock of $27.6 million, payment of cash dividends of $6.9 million, payment of $1.0 million for debt issuance costs, and tax withholding payments reimbursed by restricted shares on vesting of $1.0 million.

Lease Commitments

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We do not expect to incur asset retirement obligation or redecoration obligation costs over the next twelve months.

At July 2, 2022, the remainder of our asset retirement obligations and redecoration obligations are approximately $2.7 million and are expected to be paid between fiscal 2026 and fiscal 2031 when the underlying leases terminate or when the respective lease agreement requires redecoration.

At October 1, 2022, the remainder of our asset retirement obligations and redecoration obligations are approximately $2.5 million and are expected to be paid between fiscal 2026 and fiscal 2031 when the underlying leases terminate or when the respective lease agreement requires redecoration.

We expect to satisfy these lease and related obligations as they become due from cash generated from operations.

We are party to a $175.0 million revolving credit facility that includes a $15.0 million sublimit for the issuance of letters of credit.

We may use the proceeds of the revolving credit facility for working capital and for other general corporate purposes.

Generally, we may repay borrowings under the revolving credit facility at any time, but we must repay all borrowings no later than October 24, 2022, the maturity date.

There was $70.0 million in borrowings outstanding under the revolving credit facility as of July 2, 2022.

The amount available under this revolving credit facility was reduced by $4.4 million of letters of credit outstanding as of July 2, 2022.

Borrowings under the revolving credit facility bear interest at a rate per annum, at our election, of either (i) the Base Rate, as defined in the credit agreement, plus an applicable margin, which varies between 0.25% and 1.25% depending on our total leverage ratio as determined under the credit agreement, or (ii) the Adjusted Eurocurrency Rate, as defined in the credit agreement, plus an applicable margin, which varies between 1.25% and 2.25% depending on our total leverage ratio.

We are required to pay a fee on the unused portion of the revolving credit facility at a rate per annum that varies between 0.20% and 0.35% depending on our total leverage ratio.

Borrowings under the revolving credit facility are secured by 100% of the stock of certain of our U.S.

subsidiaries and 65% of the stock of certain of our foreign subsidiaries, which represent approximately $35.6 million in net assets as of July 2, 2022.

We were a party to an amended and restated credit agreement (the "Initial Credit Agreement") that provided us with a $175.0 million revolving credit facility that included a $15.0 million sublimit for the issuance of letters of credit.

The Initial Credit Agreement was scheduled to mature on October 24, 2022;

we were permitted to repay any borrowings at any time prior to the maturity date.

On August 19, 2022, we refinanced our revolving credit facility under the Initial Credit Agreement by entering into a Credit Agreement (the "Credit Agreement") with Bank of America, N.A., as swingline lender, a letter of credit issuing bank and administrative agent, and with Citizens Bank, N.A., as a letter of credit issuing bank.

The Credit Agreement provides us a $250.0 million revolving credit facility, which may be decreased at our option to $200.0 million during the period from July 16th in a year through January 15th in the next year.

Additionally, for the period from January 16th to July 15th of each calendar year, we 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.

Concurrent with our entry into the Credit Agreement, we terminated the Initial Credit Agreement and repaid in full all outstanding indebtedness under the Initial Credit Agreement of approximately $50.0 million.

Also, letters of credit in the aggregate amount of approximately $4.4 million that had been issued under the Initial Credit Agreement were deemed to be issued and outstanding under the new revolving credit facility.

In connection with the Credit Agreement, we incurred debt issuance costs from the lenders and third-parties of $1.0 million.

We 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 our election, plus an applicable margin as described below:

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

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

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

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

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

In addition, we are 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 our consolidated net leverage ratio.

Under the Credit Agreement, we must comply with various financial and non-financial covenants.

Compliance with these financial covenants is tested on a fiscal quarterly basis.

Any indebtedness outstanding under the revolving credit facility may become immediately due and payable upon the occurrence of stated events of default, including our failure to pay principal, interest or fees or a violation of any financial covenant.

The financial covenants require us to maintain an Adjusted Consolidated EBITDA, as defined in the credit agreement, to consolidated interest expense ratio of more than 2.5:1.0 and to comply with a consolidated debt to Adjusted Consolidated EBITDA ratio of not more than 3.0:1.0.

The non-financial covenant restrictions of the senior credit agreement include, but are not limited to, our ability to incur additional indebtedness, engage in acquisitions or dispositions, and enter into business combinations.

At July 2, 2022 and currently, we are in compliance with all such tests under the credit agreement.

The primary financial covenants consist of a maximum consolidated net leverage ratio and a minimum consolidated interest coverage ratio.

The primary non-financial covenants include, but are not limited to, restrictions on our ability to incur future indebtedness, engage in acquisitions or dispositions, pay dividends or repurchase capital stock, and enter into business combinations.

indebtedness outstanding under the revolving credit facility may become immediately due upon the occurrence of stated events of default, including our failure to pay principal, interest or fees, or upon the breach of any covenant.

As of October 1, 2022, we were in compliance with the covenants of the Credit Agreement.

There was $45.0 million in borrowings outstanding under the revolving credit facility as of October 1, 2022.

As of October 1, 2022, the amount available under the revolving credit facility was reduced by certain letters of credit outstanding, which amounted to $4.4 million.

Forgivable Loans

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Changes in the estimated awards are expensed prospectively over the remaining service period.

We believe that we will have sufficient funds to satisfy any cash

obligations related to the performance awards.

We believe that we will have sufficient funds to satisfy any cash obligations related to the performance awards.

We expect to fund any cash payments from existing cash resources, cash generated from operations, or borrowings available on our revolving credit facility.

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The equity awards granted under the LTIP include stock options, time-vesting restricted stock units, and performance-vesting restricted stock units.

In December 2016, our compensation committee modified the long-term incentive program, or "LTIP," to allow grants of service- and performance-based cash awards in lieu of, or in addition to, equity awards to our senior corporate leaders, practice leaders, and key revenue generators.

In December 2016, our compensation committee modified the LTIP to allow grants of service- and performance-based cash awards in lieu of, or in addition to, equity awards to our senior corporate leaders, practice leaders, and key revenue generators.

The compensation committee of our Board of Directors is responsible for approving all cash and equity awards under the LTIP.

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In February 2022, our Board of Directors authorized an expansion of our existing share repurchase program, authorizing the purchase of an additional $20.0 million of our common stock.

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

During the fiscal quarter and fiscal year-to-date period ended July 2, 2022, we repurchased and retired 211,345 shares and 268,010 shares, respectively, under our share repurchase program at an average price per share of $83.63 and $84.44, respectively.

During the fiscal quarter ended July 3, 2021, we did not repurchase any shares under this share repurchase program;

however, we did purchase 337,837 shares at a purchase price of $74.00 under a modified "Dutch auction" self-tender offer, as further described in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations” of our 2021 Form 10-K.

For the fiscal year-to-date period ended July 3, 2021, we repurchased and retired 166,552 shares under our share repurchase program at an average price per share of $57.93.

As of July 2, 2022, we had approximately $27.9 million available for future repurchases under our share repurchase program.

We may repurchase shares under this program in open market

purchases (including through any Rule 10b5-1 plan adopted by us) or in privately negotiated transactions in accordance with applicable insider trading and other securities laws and regulations.

During the fiscal quarter and fiscal year-to-date period ended October 1, 2022, we repurchased and retired 51,524 shares and 319,534 shares, respectively, under our share repurchase program at an average price per share of $97.04 and $86.47, respectively.

During the fiscal quarter and fiscal year-to-date period ended October 2, 2021, we repurchased and retired 53,012 shares and 219,564 shares, respectively, under our share repurchase program at an average price per share of $94.32 and $66.72, respectively.

In addition, during the second quarter of fiscal 2021, we repurchased 337,837 shares at a purchase price of $74.00 under a modified "Dutch auction" self-tender offer, as further described in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations” of our 2021 Form 10-K.

As of October 1, 2022, we had approximately $22.9 million available for future repurchases under our share repurchase program.

We plan to finance future repurchases with available cash, cash from future operations, and available funds from our revolving credit facility.

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Although we anticipate paying regular quarterly dividends on our common stock for the foreseeable future, the declaration, timing and amounts of any such dividends remain subject to the discretion of our Board of Directors.

During the fiscal quarter and fiscal year-to-date period ended July 2, 2022, we paid dividends and dividend equivalents of $2.3 million and $4.6 million, respectively.

During the fiscal quarter and fiscal year-to-date period ended July 3, 2021, we paid dividends and dividend equivalents of $1.9 million and $4.0 million, respectively.

During the fiscal quarter and fiscal year-to-date period ended October 1, 2022, we paid dividends and dividend equivalents of $2.2 million and $6.9 million, respectively.

During the fiscal quarter and fiscal year-to-date period ended October 2, 2021, we paid dividends and dividend equivalents of $1.9 million and $5.9 million, respectively.

Impact of Inflation

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• capital expenditures, primarily for information technology equipment, office furniture and leasehold improvements;

• debt service and repayments, including interest payments on borrowings from our revolving credit facility and any principal due at maturity in October 2022;

• debt service and repayments, including interest payments on borrowings from our revolving credit facility;

• share repurchases under programs that we may have in effect from time to time;

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

Given this flexibility, we believe that our cash flows from operations, supplemented by cash on hand and borrowings from our revolving credit facility through maturity (as necessary), will provide adequate cash to fund our long-term cash needs from normal operations for at least the next twelve months.

Given this flexibility, we believe that our cash flows from operations, supplemented by cash on hand and borrowings from our revolving credit facility (as necessary), will provide adequate cash to fund our long-term cash needs from normal operations for at least the next twelve months.

Our conclusion that we will be able to fund our cash requirements by using existing capital resources and cash generated from operations does not take into account the impact of any future acquisition transactions or any unexpected significant changes in the number of employees or other expenditures that are currently not contemplated.

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Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this report, as well as a description of material risks we face, are set forth below under the heading “Risk Factors” and included in Part I, Item 1A, “Risk Factors” of our 2021 Form 10-K.

If any of these risks, or any risks not presently known to us or that

we currently believe are not significant, develops into an actual event, then our business, financial condition, and results of operations could be adversely affected.

If any of these risks, or any risks not presently known to us or that we currently believe are not significant, develops into an actual event, then our business, financial condition, and results of operations could be adversely affected.

Quantitative and Qualitative Disclosures About Market Risk

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis