Hackett Group, Inc 8-K, filed May 9, 2023
Hackett Group, Inc. (HCKT)
About this 8-K
Hackett Group, Inc filed this 8-K on May 9, 2023, reporting on events of May 4, 2023.
Items reported
- Item 2.02: Financial results
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On May 9, 2023, The Hackett Group, Inc. (the “Company”) issued a press release setting forth its consolidated financial results for the first fiscal quarter ended March 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein.
The information contained in Item 2.02 of this current report on Form 8-K, as well as Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Shareholders of the Company was held on May 4, 2023. Matters submitted to shareholders at the meeting and the voting results thereof were as follows:
Proposal 1 - Election of Director. The shareholders of the Company elected the director nominee named below to serve until the 2026 Annual Meeting of Shareholders and until his successor is duly elected and qualified. The following is a breakdown of the voting results:
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BROKER |
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DIRECTOR |
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FOR |
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AGAINST |
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ABSTAIN |
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NON-VOTES |
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John R. Harris |
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15,986,066 |
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6,413,890 |
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29,463 |
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1,746,022
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Proposal 2 – Advisory vote on Executive Officer Compensation. The shareholders of the Company approved an advisory vote on executive officer compensation. The following is a breakdown of the voting results:
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BROKER |
FOR |
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AGAINST |
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ABSTAIN |
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NON-VOTES |
21,682,377 |
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591,486 |
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155,556 |
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1,746,022
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Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Officer Compensation. The shareholders of the Company voted in favor of the frequency of holding future advisory votes on executive compensation every year. The following is a breakdown of the voting results:
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BROKER |
ONE YEAR |
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TWO YEARS |
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THREE YEARS |
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ABSTAIN |
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NON-VOTES |
21,055,139 |
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37,802 |
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1,320,594 |
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15,884 |
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1,746,022
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Proposal 4 – Appointment of RSM US LLP as Independent Auditor. The shareholders of the Company ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2023. The following is a breakdown of the voting results:
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BROKER |
FOR |
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AGAINST |
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ABSTAIN |
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NON-VOTES |
23,578,164 |
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588,048 |
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9,229 |
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-
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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THE HACKETT GROUP, INC. |
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Date: May 9, 2023 |
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By: |
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/s/ Robert A. Ramirez |
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Robert A. Ramirez |
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Executive Vice President, Finance and Chief Financial Officer |
Exhibit 99.1
Contact:
Robert A. Ramirez, CFO, 305-375-8005 or rramirez@thehackettgroup.com
The Hackett Group Announces First Quarter 2023 Results
MIAMI, FL (May 9, 2023) – The Hackett Group, Inc. (NASDAQ: HCKT), a leading benchmarking, research advisory and strategic consultancy firm that enables organizations to achieve Digital World Class® performance, today announced its financial results for the first quarter, which ended on March 31, 2023.
Financial Highlights
“We reported solid quarterly results in spite of increased economic headwinds, while we continued to increase our investment in program development and sales resources in our recurring high margin IPaaS, executive advisory and market intelligence offerings,” stated Ted A. Fernandez, Chairman & CEO of The Hackett Group, Inc. “It was also important to see that our Oracle Solutions Segment had a very strong sales quarter that more than offset the volatility we experienced at the end of the year and is expected to be up meaningfully on a quarterly sequential basis.”
Business Outlook for the Second Quarter of 2023
Based on the Company’s current outlook:
Conference Call and Webcast Details
Use of Non-GAAP Financial Measures
The Company provides adjusted earnings results (which exclude the loss from discontinued operations, non-cash stock-based compensation expense, acquisition-related compensation expense, acquisition-related non-cash stock-based compensation expense, restructuring charges and reversals, amortization of intangible assets and includes a GAAP tax rate) as a complement to results provided in accordance with Generally Accepted Accounting Principles (GAAP). These non-GAAP results are provided to enhance the users' overall understanding of the Company's current financial performance and its prospects for the future. The Company believes the non-GAAP results provide useful information to both management and investors and by excluding certain expenses that it believes are not indicative of its core operating results. The non-GAAP measures are included to provide investors and management with an alternative method for assessing operating results in a manner that is focused on the performance of its ongoing primary operations and to provide a consistent basis for comparison between quarters. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting. The presentation of this additional non-GAAP information should be considered in addition to, and not as a substitute for or superior to, any results prepared in accordance with GAAP. See the reconciliation of actual results titled “Reconciliation of GAAP to Non-GAAP Measures” in the accompanying tables.
The Company believes that the presentation of non-GAAP financial information on a forward-looking basis, including the guidance contained in this release, provides important supplemental information to management and investors regarding its anticipated results of operations. The Company is unable to provide a reconciliation of GAAP measures to corresponding forward-looking non-GAAP measures without unreasonable effort due to the high variability and low visibility of most of the items that have been excluded from these non-GAAP measures. For example, non-cash stock based compensation expense is impacted by the Company’s future hiring needs, the type and volume of equity awards necessary for such future hiring, and the price at which the Company’s stock will trade in those future periods. In addition, the provision or benefit for income taxes is impacted by non-recurring income tax adjustments, valuation allowance on deferred tax assets, and the income tax effect of non-GAAP exclusions. The effects of these reconciling items may be significant, as the items that are being excluded are difficult to predict.
About The Hackett Group®
The Hackett Group, Inc. (NASDAQ: HCKT) is a leading benchmarking, research advisory and strategic consultancy firm that enables organizations to achieve Digital World Class™ performance.
Drawing upon our unparalleled intellectual property from more than 25,000 benchmark studies and our Hackett-Certified® best practices repository from the world’s leading businesses – including 97% of the Dow Jones Industrials, 93% of the Fortune 100, 73% of the DAX 40 and 52% of the FTSE 100 – captured through our leading benchmarking platform, Quantum Leap® and our Digital Transformation Platform, we accelerate digital transformations, including enterprise cloud implementations.
For more information on The Hackett Group: visit https://www.thehackettgroup.com/; email info@thehackettgroup.com; or call (770) 225-3600.
# # #
The Hackett Group, Hackett-Certified, quadrant logo, World Class Defined and Enabled, Quantum Leap, Digital World Class and Hackett Excelleration Matrix are the registered marks of The Hackett Group.
Cautionary Statement Regarding “Forward-Looking” Statements
This release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Statements including without limitation, words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” seeks,” “estimates,” or other similar phrases or variations of such words or similar expressions indicating, present or future anticipated or expected occurrences or outcomes are intended to identify such forward-looking statements. Forward-looking statements are not statements of historical fact and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. Factors that may impact such forward-looking statements include without limitation, the ability of The Hackett Group to effectively market its digital transformation and other consulting services, competition from other consulting and technology companies that may have or develop in the future, similar offerings, the commercial viability of The Hackett Group and its services as well as other risk detailed in The Hackett Group’s reports filed with the United States Securities and Exchange Commission. The Hackett Group does not undertake any duty to update this release or any forward-looking statements contained herein.
Page 4 of 8 - The Hackett Group, Inc. Announces First Quarter Results
The Hackett Group, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
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Quarter Ended |
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March 31, |
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April 1, |
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2023 |
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2022 |
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Revenue: |
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Revenue before reimbursements |
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$ |
69,831 |
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$ |
75,108 |
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Reimbursements |
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1,398 |
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556 |
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Total revenue |
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71,229 |
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75,664 |
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Costs and expenses: |
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Cost of service: |
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Personnel costs before reimbursable expenses (includes $1,526 and $1,666 of non-cash stock based compensation expense in the three months ended March 31, 2023 and April 1, 2022, respectively) |
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43,143 |
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47,333 |
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Reimbursable expenses |
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1,398 |
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556 |
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Total cost of service |
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44,541 |
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47,889 |
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Selling, general and administrative costs (includes $921 and $933 of non-cash stock based compensation expense in the three months ended March 31, 2023 and April 1, 2022, respectively) |
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15,436 |
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14,366 |
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Total costs and operating expenses |
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59,977 |
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62,255 |
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Operating income |
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11,252 |
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13,409 |
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Other expense, net: |
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Interest expense, net |
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(859 |
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(28 |
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Income from operations before income taxes |
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10,393 |
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13,381 |
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Income tax expense |
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2,232 |
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2,876 |
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Net income |
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$ |
8,161 |
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$ |
10,505 |
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Basic net income per common share: |
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Income per common share from operations |
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$ |
0.30 |
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$ |
0.33 |
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Weighted average common shares outstanding |
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27,026 |
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31,449 |
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Diluted net income per common share: |
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Income per common share from operations |
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$ |
0.30 |
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$ |
0.33 |
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Weighted average common and common equivalent shares outstanding |
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27,269 |
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31,844 |
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Page 5 of 8 - The Hackett Group, Inc. Announces First Quarter Results
The Hackett Group, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
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March 31, |
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December 30, |
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2023 |
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2022 |
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ASSETS |
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Current assets: |
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Cash |
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$ |
16,864 |
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$ |
30,255 |
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Accounts receivable and contract assets, net |
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51,981 |
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48,376 |
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Prepaid expenses and other current assets |
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3,183 |
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2,535 |
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Total current assets |
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72,028 |
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81,166 |
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Property and equipment, net |
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19,596 |
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19,359 |
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Other assets |
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268 |
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268 |
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Goodwill |
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83,840 |
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83,502 |
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Operating lease right-of-use assets |
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1,931 |
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698 |
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Total assets |
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$ |
177,663 |
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$ |
184,993 |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
6,886 |
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$ |
8,741 |
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Accrued expenses and other liabilities |
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16,971 |
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30,953 |
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Contract liabilities |
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15,584 |
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13,278 |
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Income tax payable |
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5,614 |
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5,759 |
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Operating lease liabilities |
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1,200 |
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870 |
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Total current liabilities |
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46,255 |
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59,601 |
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Long-term deferred tax liability, net |
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8,914 |
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6,877 |
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Long-term debt |
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57,658 |
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59,653 |
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Operating lease liabilities |
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1,395 |
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584 |
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Total liabilities |
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114,222 |
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126,715 |
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Shareholders' equity |
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63,441 |
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58,278 |
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Total liabilities and shareholders' equity |
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$ |
177,663 |
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$ |
184,993 |
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Page 6 of 8 - The Hackett Group, Inc. Announces First Quarter Results
The Hackett Group, Inc.
SEGMENT PROFIT
(in thousands)
(unaudited)
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Quarter Ended |
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March 31, |
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April 1, |
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2023 |
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2022 |
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Global S&BT (1): |
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Total revenue (4) |
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$ |
42,335 |
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$ |
42,637 |
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Segment profit (5) |
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13,807 |
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15,641 |
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Oracle Solutions (2): |
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Total revenue (4) |
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$ |
17,168 |
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$ |
21,512 |
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Segment profit (5) |
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3,049 |
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4,532 |
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SAP Solutions (3): |
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Total revenue (4) |
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$ |
11,726 |
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$ |
11,515 |
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Segment profit (5) |
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2,634 |
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2,414 |
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Total Company: |
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Total revenue (4) |
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$ |
71,229 |
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$ |
75,664 |
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Total segment profit |
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$ |
19,490 |
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$ |
22,587 |
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Items not allocated to segment level (5): |
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Corporate general and administrative expenses |
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4,961 |
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5,633 |
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Non-cash stock based compensation expense |
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2,447 |
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2,599 |
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Depreciation and amortization |
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830 |
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946 |
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Interest expense, net |
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859 |
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28 |
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Income from continuing operations before taxes |
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$ |
10,393 |
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$ |
13,381 |
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(1) Global S&BT includes the results of our strategic businesses consulting practices, including Strategy and Business Transformation Consulting, Benchmarking, Business Advisory Services, IP as-a-Service and OneStream.
(2) Oracle Solutions includes the results of our EPM/ERP and AMS practices.
(3) SAP Solutions includes the results of our SAP applications and related SAP service offerings.
(4) Total revenue includes reimbursable expenses, which are project travel-related expenses passed through to a client with no associated operating margin.
(5) Segment profits consist of the revenue generated by the segment, less the direct costs of revenue and selling, general and administrative expenses that are incurred directly by the segment. Items not allocated to the segment level include corporate costs related to administrative functions that are performed in a centralized manner that are not attributable to a particular segment. These administrative function costs include corporate general and administrative expenses, non-cash stock based compensation, depreciation and amortization expense, restructuring charges and reversals and interest expense. Corporate general and administrative expenses primarily include costs related to business support functions including accounting and finance, human resources, legal, information technology and office administration. Corporate general and administrative expenses exclude one-time, non-recurring expenses and benefits.
Page 7 of 8 - The Hackett Group, Inc. Announces First Quarter Results
The Hackett Group, Inc. |
RECONCILIATION OF GAAP TO NON-GAAP MEASURES |
(in thousands, except per share data) |
(unaudited) |
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Quarter Ended |
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March 31, |
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April 1, |
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2023 |
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2022 |
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GAAP NET INCOME |
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$ |
8,161 |
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$ |
10,505 |
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Adjustments (1): |
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Non-cash stock based compensation expense (2) |
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2,444 |
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2,595 |
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Acquisition-related non-cash stock based compensation expense (3) |
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3 |
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4 |
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Amortization of intangible assets (4) |
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- |
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144 |
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ADJUSTED NET INCOME BEFORE INCOME TAXES ON ADJUSTMENTS (1) |
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10,608 |
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13,248 |
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Tax effect of adjustments above (5) |
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646 |
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695 |
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ADJUSTED NET INCOME (1) |
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$ |
9,962 |
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$ |
12,553 |
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GAAP diluted net income per common share |
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$ |
0.30 |
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$ |
0.33 |
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Adjusted diluted net income per common share (1) |
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$ |
0.37 |
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$ |
0.39 |
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Weighted average common and common equivalent shares outstanding |
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27,269 |
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31,844 |
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(1) The Company provides adjusted earnings results (which exclude the loss from discontinued operations, non-cash stock based compensation expense, acquisition-related compensation expense, acquisition-related non-cash stock based compensation expense, restructuring charges and reversals, amortization of intangible assets and include a GAAP tax rate) as a complement to results provided in accordance with Generally Accepted Accounting Principles (GAAP). These non-GAAP results are provided to enhance the users' overall understanding of the Company's current financial performance and its prospects for the future. The Company believes the non-GAAP results provide useful information to both management and investors and by excluding certain expenses that it believes are not indicative of its core operating results. The non-GAAP measures are included to provide investors and management with an alternative method for assessing operating results in a manner that is focused on the performance of ongoing operations and to provide a more consistent basis for comparison between quarters. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting in future periods. In addition, since the Company has historically reported non-GAAP results to the investment community, it believes the continued inclusion of non-GAAP results provides consistency in its financial reporting. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with GAAP.
(2) Non-cash stock based compensation expense is accounted for under Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation. The Company excludes non-cash stock based compensation expense and the related tax effects for the purposes of adjusted net income and adjusted diluted earnings per share. The Company believes that non-GAAP measures of profitability, which exclude non-cash stock based compensation, are widely used by investors.
(3) The Company incurs cash and non-cash stock based compensation expense for acquisition related consideration that is recognized over time under GAAP. The Company believes excluding these amounts more consistently presents its ongoing results of operations because they are related to acquisitions and not due to normal operating activities. The acquisition-related non-cash stock based compensation expense is also accounted for under Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation.
(4) The Company has incurred expense on amortization of intangible assets related to various acquisitions. The Company excludes the effect of the amortization of intangibles from our adjusted results in order to more consistently present its ongoing results of operations.
(5) The adjustment for the income tax expense is based on the accounting treatment and income tax rate for the jurisdiction of each item. For the quarter end periods the impact of non-cash stock based compensation expense was $0.6 million and $0.7 million in 2023 and 2022, respectively and the impact of intangible amortization was $29 thousand in 2022.
Page 8 of 8 - The Hackett Group, Inc. Announces First Quarter Results
The Hackett Group, Inc.
SUPPLEMENTAL FINANCIAL DATA
(unaudited)
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Quarter Ended |
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March 31, |
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December 30, |
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April 1, |
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2023 |
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2022 |
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2022 |
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Revenue Concentration: |
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(% of total revenue) |
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Top customer |
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5 |
% |
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5 |
% |
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7 |
% |
Top 5 customers |
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16 |
% |
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16 |
% |
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16 |
% |
Top 10 customers |
|
|
24 |
% |
|
|
26 |
% |
|
|
24 |
% |
|
|
|
|
|
|
|
|
|
|
|||
Key Metrics and Other Financial Data: |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Total Company: |
|
|
|
|
|
|
|
|
|
|||
Consultant headcount |
|
|
1,101 |
|
|
|
1,120 |
|
|
|
1,141 |
|
Total headcount |
|
|
1,341 |
|
|
|
1,345 |
|
|
|
1,351 |
|
Days sales outstanding (DSO) |
|
|
66 |
|
|
|
63 |
|
|
|
61 |
|
Cash (used in) provided by operating activities (in thousands) |
|
$ |
(3,063 |
) |
|
$ |
24,827 |
|
|
$ |
6,054 |
|
Depreciation (in thousands) |
|
$ |
830 |
|
|
$ |
814 |
|
|
$ |
802 |
|
Amortization (in thousands) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
144 |
|
Capital expenditures (in thousands) |
|
$ |
1,063 |
|
|
$ |
1,494 |
|
|
$ |
993 |
|
|
|
|
|
|
|
|
|
|
|
|||
Remaining Plan authorization: |
|
|
|
|
|
|
|
|
|
|||
Shares purchased (in thousands) (1) |
|
|
37 |
|
|
|
4,889 |
|
|
|
31 |
|
Cost of shares repurchased (in thousands) (1) |
|
$ |
711 |
|
|
$ |
115,937 |
|
|
$ |
635 |
|
Average price per share of shares purchased |
|
$ |
18.98 |
|
|
$ |
23.71 |
|
|
$ |
20.50 |
|
Remaining Plan authorization (in thousands) (2) |
|
$ |
13,961 |
|
|
$ |
14,672 |
|
|
$ |
10,609 |
|
|
|
|
|
|
|
|
|
|
|
|||
Shares Purchased to Satisfy Employee Net Vesting Obligations: |
|
|
|
|
|
|
|
|
|
|||
Shares purchased (in thousands) |
|
|
162 |
|
|
|
31 |
|
|
|
126 |
|
Cost of shares purchased (in thousands) |
|
$ |
3,526 |
|
|
$ |
646 |
|
|
$ |
2,433 |
|
Average price per share of shares purchased |
|
$ |
21.75 |
|
|
$ |
20.93 |
|
|
$ |
19.27 |
|
|
|
|||||||||||
(1) For the quarter ended December 30, 2022, the shares repurchased are the shares repurchased through the Tender Offer transaction in December 2022 from which the Company acquired 4.9 million shares at $23.71 per share, or $115.9 million, inclusive of transaction related fees.
(2) During the quarter ended December 30, 2022, the Company's Board of Directors approved an additional $120.0 million to its share repurchase plan in November 2022.