Tender Offer Statement (Form SC TO-C)

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1001 Brickell Bay Drive, Suite 3000

Miami, Florida

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Results of Operations and Financial Condition.

Other Events.

Financial Statements and Exhibits.

Exhibit

Number

Description

/s/ Robert A. Ramirez

Executive Vice President, Finance and

Chief Financial Officer

Total revenue in the third quarter of 2025 was $73.1 million and revenue before reimbursements was $72.2 million. This compares to total revenue of $79.8 million and revenue before reimbursements of $77.9 million in the third quarter of the prior year.

GAAP diluted earnings per share was $0.09 in the third quarter of 2025, as compared to $0.31 in the third quarter of 2024. 2025 third quarter GAAP net income was impacted by non-cash compensation expense recognized in association with the stock price award program announced in September 2024 of $4.8 million, or $0.17 per diluted earnings per share. In addition, 2025 third quarter GAAP net income was also impacted by restructuring costs as the Company continues its pivot of the business to Gen AI of $3.1 million, or $0.08 per diluted earnings per share, partially offset by LeewayHertz acquisition related cash and non-cash compensation benefit of $1.8 million, or $0.05 per diluted earnings per share.

Adjusted diluted earnings per share, a non-GAAP measure, for the third quarter of 2025 was $0.37, which came in at the mid-point of our guidance, as compared to $0.43 in the third quarter of 2024. Adjusted financial information is provided to enhance the understanding of the Company's financial performance and is reconciled to the Company's GAAP information in the accompanying tables.

As of September 26, 2025, the Company's cash balances were $13.9 million, with $44.0 million outstanding on the Company's credit facility. Additionally, during the quarter the Company repurchased 1.1 million shares of its stock at an average price of $20.70 for a total of $22.9 million. As of the end of the third quarter of 2025, the Company's remaining share repurchase program authorization was $12.6 million.

Subsequent to the end of the third quarter, the Company's Board of Directors approved an additional $40.0 million to its share repurchase plan. As of November 3, 2025, there was approximately $52.6 million available for share repurchases under the share repurchase program. The Company also announced its plan to launch a modified "Dutch auction" tender offer on November 5, 2025 to purchase up to $40.0 million in value of its common stock, at a price ranging from $18.30 to $21.00 per share. All of our directors and executive officers have indicated that they do not currently intend to participate in the Offer. The equity ownership of our non-tendering directors, executive officers and affiliates will increase as a percentage of our issued and outstanding shares following the consummation of the Offer.

In addition, subsequent to the end of the third quarter, the Company's Board of Directors declared the fourth quarterly dividend of $0.12 per share for its shareholders of record on December 23, 2025, to be paid on January 9, 2026.

The Company estimates total revenue before reimbursements for the fourth quarter of 2025 will be in the range of $69.5 million to $71.0 million.

The Company estimates adjusted diluted earnings per share for the fourth quarter of 2025 to be in the range of $0.38 and $0.40, assuming a GAAP effective tax rate of 24.5%.

Revenue:

Revenue before reimbursements

Reimbursements

Total revenue

Costs and expenses:

Cost of service:

Personnel costs before reimbursable expenses (includes $1,580 and $11,493 and $2,135 and $5,168 of non-cash stock based compensation expense in the three and nine months ended September 26, 2025 and September 27, 2024, respectively)

Reimbursable expenses

Total cost of service

Selling, general and administrative costs (includes $4,308 and $13,788 and $1,688 and $4,104 of non-cash stock based compensation expense in the three and nine months ended September 26, 2025 and September 27, 2024, respectively)

Legal settlement and related costs

Restructuring costs

Total costs and operating expenses

Operating income

Other expense, net:

Interest expense, net

Income before income taxes

Income tax expense

Net income

Basic net income per common share:

Income per common share

Weighted average common shares outstanding

Diluted net income per common share:

Income per common share

Weighted average common and common equivalent shares outstanding

Current assets:

Cash

Accounts receivable and contract assets, net

Prepaid expenses and other current assets

Total current assets

Property, software and equipment, net

Other assets

Intangible assets

Goodwill

Operating lease right-of-use assets

Total assets

Current liabilities:

Accounts payable

Accrued expenses and other liabilities

Contract liabilities

Income tax payable

Operating lease liabilities

Total current liabilities

Long-term deferred tax liability, net

Long-term debt

Operating lease liabilities

Total liabilities

Shareholders' equity

Total liabilities and shareholders' equity

Global S&BT (1):

Revenue before reimbursements

Cost of sales

Gross margin

Selling, general and administrative costs

Segment contribution

Oracle Solutions (2):

Revenue before reimbursements

Cost of sales

Gross margin

Selling, general and administrative costs

Segment contribution

SAP Solutions (3):

Revenue before reimbursements

Cost of sales

Gross margin

Selling, general and administrative costs

Segment contribution

Total Company (4):

Total segment contribution

Items not allocated to segment level (4):

Corporate general and administrative expenses

Non-cash stock based compensation expense

Stock price award program compensation expense

Acquisition-related cash compensation (reversal) expense

Acquisition-related non-cash stock based compensation (reversal) expense

Acquisition-related costs

Restructuring costs

Legal settlement and related costs

Depreciation expense

Amortization expense

Interest expense, net

Income before taxes

Global S&BT includes the results of our North America and International Gen AI Consulting, Implementation and Licensing, Benchmarking and Business Transformation offerings, Executive Advisory, Market Intelligence and IP as-a-Service, OneStream and eProcurement.

Oracle Solutions includes the results of our EPM/ERP and AI Enablement practices.

SAP Solutions includes the results of our SAP applications and related SAP service offerings.

Segment contributions 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. Items not allocated to the segment level include corporate general and administrative expenses, non-cash stock based compensation expense, acquisition related cash and non-cash stock based compensation expense, depreciation and amortization expense, legal settlement and related costs, interest expense and foreign currency gains and losses. 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.

GAAP NET INCOME

Adjustments (1):

Non-cash stock based compensation expense (2)

Stock price award program compensation expense (2)(3)

Acquisition-related cash compensation (reversal) expense (4)

Acquisition-related non-cash stock based compensation (reversal) expense (4)

Acquisition-related costs

Amortization expense

Restructuring

Legal settlement and related costs

ADJUSTED NET INCOME BEFORE INCOME TAXES ON ADJUSTMENTS (1)

Tax effect of adjustments above (5)

ADJUSTED NET INCOME (1)

GAAP diluted net income per common share

Adjusted diluted net income per common share (1)

Weighted average common and common equivalent shares outstanding

The Company provides adjusted earnings results (which excludes non-cash stock based compensation expense, stock price award program compensation expense, acquisition-related cash and non-cash stock based compensation expense, amortization expense, acquisition related costs and legal settlement and related costs 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.

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 expense, are widely used by investors.

The stock price award program compensation expense relates to equity awards that were granted with certain market share price hurdles and service conditions to meet before they are vested. The market price hurdles include twenty consecutive trading days of equal to or greater than $30, $40 and $50 per share price. As of December 27, 2024, the first market condition had been met, and although the shares have not vested they are included in the Company's dilutive shares outstanding for the quarter ended September 26, 2025. As of September 26, 2025, the second and third market conditions had not been met and as such the shares have not vested and are not included in the Company's basic or dilutive shares outstanding. Non-cash compensation of $4.8 million and $15.1 million was recorded in the third quarter and first nine months of 2025, respectively.

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.

The adjustment for the income tax expense is based on the accounting treatment and income tax rate for the jurisdiction of each item. The impact of all of the non-cash stock based compensation expense was $0.4 million and $0.3 million in the third quarters of 2025 and 2024 and $3.3 million and $1.8 million in first nine months of 2025 and 2024, respectively. The impact of acquisition related cash compensation benefit was $136 thousand and expense of $19 thousand in the third quarter and first nine months of 2025, respectively, and an expense of $25 thousand in both the third quarter and first nine months in 2024. The impact of the legal settlement and related costs was $27 thousand in the first nine months in 2024. The impact of the acquisition related costs and amortization expense was $83 thousand and $0.3 million in the third quarter and first nine months in 2025, respectively, and $14 thousand in both the third quarter and first nine months in 2024. The impact of the restructuring cost was $0.8 million in both the third quarter and first nine months in 2025.

Segment Total Revenue and Revenue Before Reimbursements (in thousands):

Global S&BT:

Total revenue

Reimbursements

Revenue before reimbursements

Oracle Solutions:

Total revenue

Reimbursements

Revenue before reimbursements

SAP Solutions:

Total revenue

Reimbursements

Revenue before reimbursements

Total segment revenue:

Total revenue

Reimbursements

Revenue before reimbursements

Revenue Concentration:

(% of total revenue)

Top customer

Top 5 customers

Top 10 customers

Key Metrics and Other Financial Data:

Total Company:

Consultant headcount

Total headcount

Days sales outstanding (DSO)

Cash provided by operating activities (in thousands)

Depreciation (in thousands)

Amortization (in thousands)

Capital expenditures (in thousands)

Remaining Plan authorization:

Shares purchased (in thousands)

Cost of shares repurchased (in thousands)

Average price per share of shares purchased

Remaining Plan authorization (in thousands)

Shares Purchased to Satisfy Employee Net Vesting Obligations:

Shares purchased (in thousands)

Cost of shares purchased (in thousands)

Average price per share of shares purchased