What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-12 compared with 2020-03-05 · 36 added, 27 removed, 68 unchanged (48% of the section changed)

6 unchanged sentences

Performance Graph

The following graph compares our cumulative total shareholder return since January 2, 2015 with the NASDAQ Composite Index and a peer group index composed of other companies with similar business models identified below.

The following graph compares our cumulative total shareholder return since January 1, 2016 with the NASDAQ Composite Index, Russell 2000 and a peer group index composed of other companies with similar business models identified below.

We are electing to change from the NASDAQ Composite Index to the Russell 2000 Index and we have updated our Peer group as we believe the Russell 2000 Index and the new Peer group are a closer representation of our market capitalization..

The graph assumes that the value of the investment in our common stock and each index (including reinvestment of dividends) was $100 on January 1, 2016.

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NASDAQ Composite Index

2019 Peer Group

2020 Peer Group

The 2020 Peer Group includes Alithya Group Inc.

(formerly known as Edgewater Technology, Inc.), FTI Consulting, Inc., Huron Consulting Group, Inc.

(formerly known as Edgewater Technology, Inc.), Huron Consulting Group, Inc.

and Information Services Group, Inc.

The 2019 Peer Group includes FTI Consulting, Inc., Huron Consulting Group, Inc.

and Information Services Group, Inc.

Company Dividend Policy

In December 2012, we announced an annual dividend of $0.10 per share, and we have been gradually increasing the dividend for our shareholders on an annual basis since the announcement.

In 2017, we increased the annual dividend to $0.30 per share to be paid on a semi-annual basis or $4.6 million and $4.7 million to shareholders of record on June 30, 2017 and December 22, 2017, respectively.

In 2018, we increased the annual dividend to $0.34 per share to be paid on a semi-annual basis or $5.4 million to shareholders of record on both June 29, 2018 and December 21, 2018.

In 2019, we increased the annual dividend to $0.36 per share to be paid on a semi-annual basis or $5.8 million to shareholders of record on both June 28, 2019 and December 20, 2019.

Subsequent to year end, we increased the semi-annual dividend to $0.38 per share.

In December 2012, we announced an annual dividend of $0.10 per share, and we have been gradually increasing the dividend for our shareholders since the announcement.

In 2018, 2019 and 2020, the Board of Directors approved an increase in the annual dividend to $0.34 per share, $0.36 per share, and $0.38 per share, respectively.

In addition, during 2020, the Board of Directors approved the increase in the frequency of dividend payments from semi-annual to a quarterly.

During fiscal 2020, we paid the semi-annual dividend declared in December 2019 of $5.8 million in January 2020 and we paid the quarterly dividend to shareholders of record on June 30, 2020, September 25, 2020 and December 18, 2020, totaling $9.1 million.

Our credit agreement contains restrictions on our ability to declare dividends and repurchase shares.

The declaration of dividends shall at all times be subject to the final determination of our Board of Directors that a dividend is prudent at that time in consideration of the needs of the business and other factors including the ability to pay dividends under our credit agreement.

Subsequent to fiscal year end the Board of Directors increased the annual dividend to $0.40 per share and declared the first quarterly dividend of 2021.

The declaration of dividends shall at all times

be subject to the final determination of our Board of Directors that a dividend is prudent and unlawful at that time in consideration of the needs of the business and other factors including the ability to pay dividends under our credit agreement.

Purchases of Equity Securities

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There is no expiration date on the current authorization.

The following table summarizes our share repurchases during the year ended December 27, 2019, under this authorization:

The following table summarizes our share repurchases during the year ended January 1, 2021 under this authorization:

Maximum Dollar

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June 27, 2020 to September 25, 2020

September 28, 2019 to December 27, 2019

As of December 27, 2019, the Company’s Board of Directors had approved a cumulative authorization of $142.2 million with cumulative purchases under the plan of $140.5 million, leaving $1.7 million available for future purchases.

During the year ended December 27, 2019, we repurchased 28 thousand shares of the Company’s common stock from members of our Board of Directors for a total of $0.5 million, or $16.25 per share.

Subsequent to year end the Company’s Board of Directors approved an additional share repurchase authorization of $5.0 million for a cumulative authorization of $147.2 million.

In addition, subsequent to year end, we repurchased 37 thousand shares of the Company’s common stock from members of our Board of Directors for a total of $0.7 million, or $17.43 per share.

September 26, 2020 to January 1, 2021

During the first quarter of 2020, the Company’s Board of Directors approved an additional share repurchase authorization of $5.0 million.

As of January 1, 2021, the Company’s Board of Directors had approved a cumulative authorization of $147.2 million with cumulative purchases under the plan of $142.9 million, leaving $4.3 million available for future purchases.

During the year ended January 1, 2021, the Company repurchased 184 thousand shares of its common stock under the repurchase plan approved by the Company's Board of Directors for $2.4 million at an average share price of $12.84, which included 37 thousand shares of the Company’s common stock from members of our Board of Directors for a total of $0.7 million, or $17.43 per share.

All shares repurchased from members of the Board of Directors were approved by the Audit Committee.

During the year ended December 27, 2019, the Company repurchased 339 thousand shares of its common stock under the repurchase plan approved by the Company's Board of Directors for $5.3 million at an average share price of $15.60, which included 28 thousand shares of the Company’s common stock from members of our Board of Directors for a total of $0.5 million, or $16.25 per share.

Subsequent to fiscal year end, we repurchased 24 thousand shares of the Company’s common stock from members of our Board of Directors for a total of $0.4 million, or $16.05 per share.

Including these subsequent purchases, we have approximately $3.9 million available for future purchases under the plan.

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These withheld shares are never issued and in lieu of issuing the shares, taxes were paid on our employee’s behalf.

In 2019, 132 thousand shares were withheld and not issued for a cost of $2.5 million.

In 2018, 205 thousand shares were withheld and not issued for a cost of $3.6 million.

In 2020, 139 thousand shares were withheld and not issued for a cost of $2.1 million, bringing the total cumulative cash used to repurchase stock in 2020 to $4.5 million.

In 2019, 132 thousand shares were withheld and not issued for a cost of $2.5 million, bringing the total cumulative cash used to repurchase stock in 2019 to $7.8 million.

SELECTED FINANCIAL DATA

The following consolidated financial data sets forth our selected financial information as of and for each of the years in the five-year period ended December 27, 2019, and has been derived from our audited consolidated financial statements.

The following consolidated financial data sets forth our selected financial information as of and for each of the years in the five-year period ended January 1, 2021, and has been derived from our audited consolidated financial statements.

The selected consolidated financial data should be read together with our consolidated financial statements, related notes thereto and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

10 unchanged sentences

Selling, general and administrative costs

Contingent consideration liability (4)

Impairment of assets (5)

Restructuring costs

Restructuring charges and asset impairments (3)

Acquisition-related contingent consideration liability (4)

Total costs and operating expenses

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Income from continuing operations

Earnings (loss) from discontinued operations (7) (net of taxes)

(Loss) earnings from discontinued operations (6) (net of taxes)

Basic net income per common share:

Income per common share from continuing operations

Income (loss) per common share from discontinued operations

(Loss) income per common share from discontinued operations

Net income per common share

1 unchanged sentence

Income per common share from continuing operations

Income (loss) per common share from discontinued operations

(Loss) income per common share from discontinued operations

Net income per common share

8 unchanged sentences

Fiscal year 2018 includes an acquisition-related compensation benefit of $0.5 million.

Fiscal years 2014 through 2017 include an acquisition-related compensation expense of $4.1 million in 2017, $1.2 million in 2016, $927 thousand in 2015 and $4.3 million in 2014 from the acquisitions of Jibe Consulting and Aecus Limited in 2017 and Technolab in 2014.

Fiscal year 2018 includes a benefit related to the adjustment for the contingent consideration liability from the acquisition of Jibe Consulting in 2017.

Fiscal year 2019 includes the asset impairment of the investment in the Hackett Institute’s Enterprise Analytics Program.

Fiscal year 2018 includes the asset impairment of the investment in the Hackett Performance Exchange and Working Capital Course.

Fiscal years 2016 through 2017 include an acquisition-related compensation expense of $4.1 million in 2017 and $1.2 million in 2016, from the acquisitions of Jibe Consulting and Aecus Limited in 2017 and Technolab in 2014.

Fiscal year 2020 includes a $3.9 million impairment of lease right-of-use assets and certain property, equipment and leasehold improvements.

In addition, fiscal 2020 includes restructuring charges of $6.6 million for the reduction of staff in the U.S.

Fiscal year 2019 includes a $3.3 million restructuring charge for the reduction of staff in Australia and Europe and also includes a $1.2 million asset impairment of the investment in the Hackett Institute’s Enterprise Analytics Program.

Fiscal year 2018 include a $6.4 million asset impairment of the investment in the Hackett Performance Exchange and Working Capital Course.

Fiscal year 2019 and 2018 includes a benefit related to the adjustment for the contingent consideration liability from the acquisition of Jibe Consulting in 2017.

Fiscal year 2017 includes the tax benefit for the revaluation of the deferred tax liabilities as a result of tax legislation enacted at the end of 2017 and accounting on the vesting of share-based awards.

1 unchanged sentence

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