UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

FOR T HETHE FISCAL YEAR ENDED December 29, 201730, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 333-48123

The Hackett Group, Inc.

(Exact name of registrant as specified in its charter)

FLORIDAflorida

65-0750100

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1001 Brickell Bay Drive, Suite 3000

Miami, Florida

33131

(Address of principal executive offices)

(Zip Code)

(305) (305) 375-8005

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)class

Trading Symbol(s)

(Name of each exchange on which registered) registered

Common Stock, par value $.001 per share

HCKT

NASDAQ Stock Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

  (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

If an emerging growthcompany, 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.  Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

The aggregate market value of the common stock held by non-affiliates of the registrant was $357,550,986$473,965,505 on June 30, 2017July 1, 2022 based on the last reported sale price of the registrant’s common stock on the NASDAQ Global Market.

The number of shares of the registrant’s common stock outstanding on March 6, 2018February 28, 2023 was 29,227,112.27,175,505.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report on Form 10-K incorporates by reference certain portions of the registrant’s proxy statement for its 20182022 Annual Meeting of Shareholders to be filed with the Commission not later than 120 days after the end of the fiscal year covered by this report.


 

THE HACKETT GROUP, INC.

TABLE OF CONTENTS

Page

FORM 10-K

PART I

ITEM 1.

Business

4

ITEM 1A.

Risk Factors

11

ITEM 1B.

Unresolved Staff Comments

1517

ITEM 2.

Properties

1517

ITEM 3.

Legal Proceedings

1517

ITEM 4.

Mine Safety Disclosures

1518

PART II

ITEM 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

1619

ITEM 6.

Selected Financial Data[Reserved]

1921

ITEM 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2022

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

2628

ITEM 8.

Financial Statements and Supplementary Data

2729

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

5659

ITEM 9A.

Controls and Procedures

5659

ITEM 9B.

Other Information

5961

PART IIIITEM 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.

61

PART III

ITEM 10.

Directors, Executive Officers and Corporate Governance

5961

ITEM 11.

Executive Compensation

5961

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

5961

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

5961

ITEM 14.

Principal Accounting Fees and Services

5961

PART IV

ITEM 15.

Exhibits and Financial Statement Schedules

6062

ITEM 16.

Form 10-K Summary

6062

Index to Exhibits

6163

Signatures

6365

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This reportAnnual Report on Form 10-K and the information incorporated by reference in it include “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 1934.1934, as amended. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. All statements regarding our expected financial position and operating results, our business strategy, our financing plans and forecasted demographic and economic trends relating to our industry are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” or “intend” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. We cannot promise you that our expectations reflected in such forward-looking statements will turn out to be correct. Factors that could impact such forward-looking statements include, among others, changes in worldwide and U.S. economic conditions that impact business confidence and the demand for our products and services, our ability to effectively integrate acquisitions into our operations, our ability to retain existing business, our ability to attract additional business, our ability to effectively market and sell our product offerings and other services, the timing of projects and the potential for contract cancellation by our customers, changes in expectations regarding the business consulting and information technology industries, our ability to attract and retain skilled employees, possible changes in collections of accounts receivable due to the bankruptcy or financial difficulties of our customers, risks of competition, price and margin trends, foreign currency fluctuations, the impact of the geopolitical conflict involving Russia and Ukraine on our business and changes in general economic conditions, foreign exchangeinterest rates and interest rates.our ability to obtain additional debt financing if needed. An additional description of our risk factors is described in Part I – Item 1A. “Risk Factors”. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.


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PART I

ITEM 1.BUSINESS

GENERAL

In this Annual Report on Form 10-K, unless the context otherwise requires, “The Hackett Group,” “Hackett,” the “Company,” “we,” “us,” and “our” refer to The Hackett Group, Inc. and its subsidiaries and predecessors. We were originally incorporated on April 23, 1997.

The Hackett Group is an intellectual property-based strategicexecutive advisory, IP as-a-Service Revenue ("IPaaS"), market intelligence, digital transformation consultancy and leading enterprise benchmarking and best practices implementation firm serving global companies. Services include benchmarking, executive advisory, IPaaS, market intelligence, business transformation and cloud enterprise performance management, working capital management, implementing, training and advisory to global business services.application implementation. The Hackett Group also provides dedicated expertise in business strategy, operations, finance, human capital management, strategic sourcing, procurement, and information technology, including its award-winninghighly recognized Oracle, SAP, OneStream and SAP practices.Coupa implementation offerings.

The Hackett Group has completed more than 15,200over 25,000 benchmarking and performance studies with major organizations, including 97% of the Dow Jones Industrials, 89%93% of the Fortune 100, 87%73% of the DAX 30 and 59%52% of the FTSE 100. These studies drive its Best Practice Intelligence Center™our Digital Transformation Platform (“DTP” or “Hackett DTP”) which includes the firm's benchmarking metrics, best practices repository, and best practice configuration and process flow accelerators, which enable The Hackett Group’senables our clients and partners to achieve digital world-class performance.

The rapid development and move to cloud applications and infrastructure along with improving analytics, mobile functionality and enhanced user experience is dramatically influencing the way businesses compete and deliver their services. This was further accelerated by the necessity to work remotely as a direct result of the COVID-19 pandemic. This is redefining entire industries at an accelerated pace, forcing organizations to fundamentally change and adopt these new capabilities in order to remain competitive. Traditional sequential and linear-based business models are changing to fully networked and dynamic automated workflows and events with enhanced analytics. This digital transformation era is very attractive to our sector since we believe our clients will increasingly require organizational and technology market intelligence and implementation insight on what technology can deliverhow to digitize their businesses and what changes in business models are required to justify significant investments.

As we entered 2017, our goal was to fully repositionWe have repositioned all of our offerings to the emerging digital transformation opportunities which started by digitizing all of our benchmarking and best practices intellectual property (“IP”). We wanted to deliver our proprietary insightinsights in new ways and to do so efficiently and whenever possible, virtually. This also required us to change the way we go to market and engage clients.clients, as well as added software implementation and market intelligence offerings and partners. For example, we have:

Launched Quantum Leap® (“QL”) – Our next generation benchmarking and continuous improvement software as a service solution. This market leading benchmark solution allows us to improve the client experience by delivering twice the insight and reducing the client effort by half, thus redefining our benchmarking leadership. It covers over 100 enterprise process areas, across 20 industry groups on an end-to-end, functional or individual process basis.
Launched the Hackett DTP – We have digitized our IP and changed the way we share and deliver our IP with our clients across our benchmarking, executive advisory, IPaaS, market intelligence, business transformation and cloud enterprise application solutions. The followingHackett DTP accelerates the speed to value realization by helping organizations achieve their performance targets through a combination of benchmark metrics, best practices and software configuration and process flow accelerators delivered in a fully automated platform.
Launched in early 2023 our new Hackett Connect platform that will support all of our Executive and Market Intelligence offerings including our syndicated research channel relationships.
Expanded our IPaaS – leveraging our QL and DTP platforms we are someattracting new alliance partners that can leverage our unique enterprise performance benchmarking and best practices solutioning IP to help them differentiate and sell their software or services solutions. This is a critical component of our desire to emphasize the growth of high margin annualized recurring revenues.
Expanded executive research advisory and market intelligence programs and dedicated sales expertise to grow high margin annualized recurring revenues. These relationships are also currently responsible for over 40% of the key actionsdownstream Hackett’s business transformation and achievements of the year:technology consulting revenues.

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Expanded Cloud Capabilities - We expanded our Oracle Cloud applications addressable market from Enterprise Performance Management (“EPM”) to include ERPEnterprise Resource Planning (“ERP”) and the entire Oracle Cloud applications suite through the acquisition of Jibe Consulting.Consulting in 2017. This move quadrupled our Oracle Cloud addressable market and positioned us as a strategic Oracle Cloud applications consultancy.

We have also expanded our alliance partners to include Coupa and Ariba in Procurement, as well as OneStream in EPM and Corporate Performance Management (“CPM”). In regard to SAP, we were an early provider of S4 HANA which allowed us to quickly transition our implementation skills and benefit from the SAP migration to the Cloud.

Expanded RPA AdvisorySmart Automation Capabilities – We expanded our ability to help clients assess and implement the rapidly emerging RoboticsWorkflow Automation, Process Automation (“RPA”)Mining and related smart automation technologies through the acquisition of Aecus, Ltd. and an aggressive organic development effort.

technologies.

Launched Quantum Leap – We launched our next generation benchmarking and continuous improvement software as a service solution. This market leading benchmark solution will allow us to improve the client experience by delivering twice the insight and to reducing the client effort by half, thus redefining our benchmarking leadership and we expect to further distance us from the competition.

Launched the Hackett Digital Transformation Platform (“DTP”) -  This required us to further digitize our IP and the way we shared and delivered our IP with our clients across our benchmarking, advisory, transformation and Cloud ERP and EPM application solutions. The Hackett DTP improves efficiency by accelerating the speed to value by helping an organization achieve their performance targets through a combination of benchmark metrics, best practices and configuration and process flow accelerators in a fully automated platform.  

Expanded our IP as a Service Revenue - We used our DTP to expand our offerings to ADP.  We believe the new platform should allow us to attract new alliances partners that can leverage our unique benchmarking and best practices IP to help them differentiate and sell their software or services solutions.  

Launched the Hackett Institute and acquired the joint venture interest of our CGBSCertified Global Business Services (“CGBS”) Program - We– and moved our training content to a state-of-the-art learning management system, which we believe is better aligned with our client demands. We also launched our Enterprise Analytics training and certification programs. Given the unique nature of our best practice content and the favorable market reaction to our CGBS offering we believe that continuing education is a significant growth opportunity for our organization.

platform.

We continue to expect one of the key drivers for our growth to come from the growing leverage of our so called “wedge” offering, or IP-as-a-Service offerings, which includes our Benchmarking, Executive Advisory and Best Practices Advisory, includingmarket intelligence, and our IP as a Service products.  This has only been further accentuatedled offerings which are enabled by the launch of our new software as a service benchmarking solution,QL and DTP platforms.

OUR IP ENABLED QUANTUM LEAP, DIGITAL TRANSFORMATION AND HACKETT CONNECT PLATFORMS

Our Quantum Leap, as well asDTP, and Hackett Connect platforms resulted in a new way to share and leverage our IP across our offerings. This required us to digitize our intellectual capital and the launch ofway we share it with our Digital Transformation Platform.    


clients across our benchmarking, executive research advisory, business transformation and Cloud Enterprise application implementation solutions. Our ability to fully digitize our IP and align proven technology and organizational solutions to help clients drive transformational change allows us to highly differentiate our offerings. It also allows us to engage and support clients more efficiently, remotely, and where appropriate, continuously.

OUR PROPRIETARY BEST PRACTICE IMPLEMENTATION INTELLECTUAL CAPITAL

Hackett uses its proprietary Best Practice Implementation (“BPI”)benchmarking enterprise performance metrics and best practices repository intellectual capital to help clients improve their performance.accelerate the value realization from technology investments. Our benchmark offerings allow our clients to empirically quantify their performance improvement opportunity at an actionable level. It also provides us visibility into how leading global companies deploy technology or organizational strategies to optimize their performance. This insight results in a proprietary Best Practices Repository, as well as, best practice software configurationconfigurations, process flows and organizational strategies which are only available from the unique vantage point provided from our Benchmarking solutions.strategies. Utilizing the benchmarking metrics and repository of best practices, combined with the global strategy and implementation insight of our transformation and technology associates, Hackett has also created a series of organizational and technology accelerators that allow our clients to effect proven sustainable performance improvement.improvements.

During 2017 we launched the first version of the

Our Hackett Digital Transformation Platform.  This required us to further digitize much of our BPI intellectual capital and the way we shared it with our clients across our benchmarking, advisory, transformation and Cloud ERP and EPM application solutions. Our ability to fully digitize our IP and align proven technology and organizational solutions to help clients drive transformational change allows us to highly differentiate our offerings.  It also allows us to engage and support clients more efficiently, increasingly remotely and where appropriate continuously.

Our BPI approachDTP leverages our inventory of Hackett-Certified™Hackett-Certified best practices, observed through benchmark and other BPIbusiness transformation engagements, towhich correlate best practices with superior performance levels. We utilize Capability Maturity Models to better understand our client’sclients’ capabilities and organizational maturity so that we can determine the level of performance that they can realistically pursue. In addition, we utilize Hackett’s intellectual capital in the form of best practice process flows and software configuration guides to integrate Hackett’s empirically proven best practices directly into business processes and workflows that are enabled by enterprise software applications. The repository of best practice process flowsprocesses and software configuration guides now reside in the Best Practice Intelligence Center portal as well as in our new releases of our Digital Transformation Platform.DTP. This allows us to utilize our IP to be used on client engagements to ensure that best practices are identified and implemented, whenever possible. This coordinated approach addresses people, process,processes, information, and technology, all within the framework of our Best Practices.Hackett-Certified best practices.

Because Hackettour solutions are based on Hackett-Certified™Hackett-Certified best practices, we believe that clients gain significant advantages. Clients can have confidence that their solutions are based on strategies from the world’s leading companies. More importantly, HackettHackett’s solutions deliver enhanced efficiency, improved effectiveness, and reduced implementation risk.risk and accelerated and optimized value realization.

The BPI approach, which is now enhanced with the launch of

Leveraging our Quantum Leap and Hackett Digital Transformation Platform (“DTP”),Platforms, and soon to launch Hackett Connect, our engagements often beginsbegin with an assessment of a clear understanding of currentclient’s performance, which is normally gained through benchmarking key processes and comparing the results to world-class levels and industry standards captured in the Hackett performance metrics database. We then help clients prioritize and select the appropriate best practices to implement through a coordinated performanceworkflow automation and organizational design improvement strategy. Without a coordinated strategy that addresses the seven key business components which include organization and governance, process design, process sourcing, service placement, information, enabling technology and skills and talent, we believe companies risk losing a significant portion of business case benefits ofwith their investments. We have designed detailed best practice process flows based on Hackett’s deep knowledge of world-class business performance which enableperformance. This enables clients to

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streamline and automate key processes and generate performance improvements quickly and efficiently at both the functional and enterprise level.levels.

Similarly, we integrate Hackett-Certified™Hackett-Certified best practices directly into technology solutions. We believe it is imperative that companies simplify and automate workflows and processes to meet best practice standards before new technology implementations and upgrades are completed. The automation of inefficient processes only serves to continue to drive up costs, cycle times and error rates. We have completed detailed fit-gap analyses in most functional areas of major business application packages including Oracle, SAP and SAPother leading enterprise applications to determine their ability to support best practices. Application-specific tools, implementation guides and process flows allow us to optimize the configuration of best of breed software. BPI establishesenterprise software applications. Hackett DTP enables the foundation for improved performance.

We believe the combination of market intelligence, optimized processes and workflows, best practice-based business applications and enhanced business intelligenceanalytics environments allowallows our clients to achieve and sustain significant business performance improvement. The specific client circumstances normally dictate how they engage us. Our goal is to be responsive to client needs, and to establish a continuous and trusted relationship. We have developed a series of offerings that allow us to efficiently help the clientour clients without regard to where they are in their respective performance improvement lifecycle.

COMPETITION

COMPETITION

The strategic businessexecutive advisory and technology consulting marketplace continues to be extremely competitive. The marketplace will remain competitive as companies continue to look for ways to improve their organizational effectiveness. Our competitors include leading research advisories, international accounting firms; international, national and regional strategic consulting and systems implementation firms; and the IT services divisions of application software firms. Mergers and consolidationsacquisitions throughout our industry have resulted in higher levels of competition. We believe that the principal competitive factors in the industries in which we compete includeinclude: skills and capabilities of


people, innovative services and product offerings, perceived ability to add value, reputation and client references, price, scope of services, service delivery approaches, technical and industry expertise, quality of services and solutions, ability to deliver results on a timely basis, availability of appropriate resources, and global reach and scale. We acknowledge that many of our competitors are larger, however we believe very few, if any, of our competitors have proprietary intellectual capital similar to the benchmarking basedbenchmarking-based performance metrics QL delivers and BPIthe insight within the Hackett DTP that emanates fromsupports our Transformational Benchmark, and Best Practices Advisory and Business Transformation and Technology offerings.

In spite ofDespite our size relative to our competitor group, we believe our competitive position is distinct. With Hackett’s best practice intellectual capital and its direct link to our BPI/QL and DTP approach,platforms, we believe we can empirically and objectivelydigitally assist our clients. Our ability to apply best practices and benchmarking metrics to client operations via proven techniques is at the core of our competitive standing.

Similarly, we believe that Hackett is the definitive source for best practice performance metrics and strategies. Hackett has conducted more than 15,200over 25,000 benchmark and performance studies over 2429 years at over 5,3008,800 clients, generating proprietary data sets spanning multiple performance metrics and correlating best practices with superior performance. The combination of Hackett benchmark data, along with deep expertise and knowledge in evaluating, designing and implementing business transformation strategies leveraging our proprietary Best Practices Repository and other accelerators within DTP, delivers a powerful and distinct value proposition to our clients.

Our culture of client collaboration leverages the power of our cross-functional and service line teams to increase revenue and strengthen relationships. We believe that this culture, along with terrific talent and with our intellectual capital-centric approach, gives us a distinct competitive advantage.

STRATEGY

WeSTRATEGY

The COVID-19 pandemic significantly impacted the way we sell and deliver our services, as we quickly and successfully transitioned to a virtual and remote delivery model. Our efforts in the last few years to fully digitize our IP and go to market through our QL and DTP platforms proved to be critical to our success.

Correspondingly, we remain focused on executing the following strategies:

ExpandExpanding our IP, brand or market permission to our other offerings. We believe that our long-term growth prospects depend on our ability to extend our unique objective and actionable value realization market permission to help our clients and strategic partners measure their performance improvement opportunity, usingleverage our IP and proprietary benchmark database intoplatforms to define and enable our other offerings. We have startedclients to extend our permission through the strategic relationship that results from our Best Practices Advisory Programs. However, our most significant growth opportunity isachieve digital world class performance. Our new platforms allow us to deliver objective and actionable insight and expertise in our ability to extend our brandan efficient and market permission into our enterprise transformation and other best practice implementation offerings which create a significant opportunity to grow revenue per client.

continuous way.

Continue to position and grow Hackett as an IP-centric strategic advisory organization. We believe that the Hackett brand is widely recognized for its benchmarking metrics and best practice strategies. By building a series of highly

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complementary on-sitemarket intelligence and off-siteimplementation offerings that allow our client’sclients access to our IP, which is based on our performance metrics, best practice process and technology implementationvalue realization insight, we are able to build trusted strategic relationships with our clients. Depending upon where our clients are in their assessment or implementation of performance improvement initiatives, we offerprovide them a combination of actionable offerings that support their efforts.

We believe that clients that leverage our IP are more likely to allow us to serve them more broadly. IP-based services enhance our opportunities to serve clients remotely, continuously and more profitably. Our goal is to useexpand and accelerate the growth of our unique intellectual capitalIPaaS, executive advisory and market intelligence offerings to establish a strategic relationshiprelationships with our clients directly or through strategic alliances and syndicated channels and to further use that entry point to introduce our business transformation and technology consulting capabilities.

In 2017, we launched Quantum Leap

The launch of QL, DTP and our first version of the Hackett Digital Transformation Platform toConnect should expand and hopefully attract new clients and alliance partners that can leverage our unique benchmarking and best practices, software configuration and process flow IP to help them differentiate and sell their software or services solutions.  This allowed us to expand our offerings to existing partners and develop new offerings in 2017 which should allow us to attract new alliance partners. At the end of the fourth quarter of 2017 our Executive and Best Practice Advisory Members had over 300 clients. This excludes hundreds of additional clients that we now serve through our IP as a Service alliances and training solutions.  

Consistent with prior years, well over 70% of our Hackett sales were also Advisory or Benchmarking clients, which continues to support the leverage of this entry or IP-wedge offering.

If our clients need off-site access to our IP and advisors to help them either assess or execute transformation initiatives on their own, they can avail themselves of our Best PracticesExecutive Advisory and Market Intelligence Programs or our new IP as a ServiceIPaaS offerings. The key is for the clientour clients to know that we can support them strategically by leveraging our unique IP and insightinsights so that we are able to build a strategic relationship which is appropriate for them. We also believe that our clients that value our IP will turn to us for other services when the need arises, allowing us over time to ascribe a larger amount of our total revenue to our existing client base, which will also improve the predictability of our results. We continue to explore ways to leverage our IP through new external strategic partners and channels.

Introduce New IP-as-a-Service Offerings. We are now seeing new opportunities through new strategic alliances and channels to use our IP, research and brand to help others sell and deliver their channels. 


Introduce New IP–centric Offerings. We are now seeing new opportunities through new strategic alliances and channels to use our IP to help others sell and deliver their offerings.  In recent years we have launched a series of such alliances as described below:

In the fourth quarter of 2015, we launched a programofferings. We have signed several multi-year relationships and continue to pursue and launch pilots with ADP that added a dedicated Hackett Best Practices advisory program to ADP’s Vantage HCM ® solution.  Our success with this program allowed us to further expand our program to additional ADPmajor software and services solutions during 2017.  Given our success with ADP and our investment in DTP, we are now in a stronger position to attract new alliance partners and to support and accelerate their sales initiatives as well as and their client’s continuous improvement efforts.  We believe this capability is uniquely Hackett’s given our strong brand permission and benchmarking and best practice capability and technology.

In late 2015, we also launched the Association of Certified GBS Professionals Program with the Chartered Institute of Management Accountants (“CIMA”). This relationship allowed us to build an entirely new professional development business that provided globally recognized certifications for shared services and global business service professionals. As a result of the favorable market reaction to the way our IP was used as the core training content for this program, in 2017, we launched The Hackett Institute and acquired CIMA interest in this program.  This allow us to develop our own certification brand and standard.  Additionally, we moved our CGBS program to a new state of the art learning management system that will allow us to better meet our large global client’s requirements.  We believe that training and certification is a great way to leverage our IP in a high gross margin revenue growth area for our business.    

In 2017 we announced our new Enterprise Analytics training and certification course and the introduction of The Hackett Institute.  We believe that our clients analytical skills will significantly grow over the next decade as companies realize the value of data and related insight and realize the need to extend these skills in a meaningful way throughout the enterprise.  Given the unique nature of our Best Practice content and the recognized value we have experienced with our CGBS offering we now believe that continuing education provides a significant growth opportunity for our organization.

providers.

Continue to expand our BPI/QL/DTP Content and Technology. BPI/DTP incorporates Hackett's intellectual capital from Hackett into our implementation tools and techniques. For our clients, the end results are tangible cost, and performance gains and improved returns on their organizational and technology investments. Many clients attribute their decision to employ us based onto our BPI IP and accelerators. Our objective is to help our clients make smarter business process and software configuration decisions as a result of our BPI methods and knowledge. We are continuously updating our BPI content and tools through benchmarking, enterprise transformation and research activities. Additional BPI updates are also driven by new software releases that drive innovation in business process automation. In 2017, we investedWe continue to invest in the automationdigitization and further integration of our various metrics, best practices and best practice acceleration tools into DTP.  This effort will continue in 2018.

our QL and DTP platforms.

Recruit and develop talent. As we continue to grow and realize the potential of our business model, it has become increasingly evident that the primary limit to our growth will be our abilityis important to attract, retain, develop and motivate associates. We continue to invest in associate development programs that are specifically targeted to improve our go-to-market and delivery execution.

Leverage our offshore capabilities. Leveraging an offshore resource capability to support the delivery of our offerings has been a key strategy for our organization. Our facilities in Hyderabad, India and Montevideo, Uruguay allow us to increase operational efficiencies and build targeted key capabilities that can appropriately support the delivery of our offerings and internal functional teams.

We continue to see our offshore capabilities increase as a percentage of our total delivery resources. This increase has resulted in improved margins and competitiveness.

Seek out strategic acquisitions. We will continue to pursue strategic acquisitions that strengthen our ability to compete and expand our IP. We believe that our unique Hackett access and our BPIQL/DTP approach, coupled with our strong balance sheet and infrastructure, can be utilized to support a larger organization. We plan to pursue acquisitions that are accretive or have strong growth prospects, and most importantly, have strong synergysynergies with our best practice intellectual capital leverage and focus.

OUR OFFERINGS

We offer a comprehensive range of services, including IPaaS, executive advisory and market intelligence programs, benchmarking, business transformation and technology consulting services. With strategic and functional knowledge in finance, human resources, information technology, procurement, supply chain management, corporate services, customer service, and sales and marketing, our expertise extends across the enterprise. We have completed successful engagements in a variety of industries, including automotive, consumer goods, financial services, technology, life sciences, manufacturing, media and entertainment, retail, telecommunications, transportation and utilities.


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The Hackett Group

GLOBAL STRATEGY & BUSINESS TRANSFORMATION SEGMENT ("GLOBAL S&BT" SEGMENT)

Executive Advisory, IPaaS and Best PracticesMarket Intelligence Programs

Our Executive Advisory, Programs


Our AdvisoryIPaaS and Market Intelligence programs provide on-demand access to world-class performance metrics, peer-learning opportunities and best practice implementation advice. The scope of Hackett’s advisoryAdvisory programs is defined by business function (Executive Advisory) and by, end-to-end process coverage (Process Advisory) and by Software Program (ADP Vantage)and Services Intelligence (Market Intelligence). Our advisory programs include a mix of the following deliverables:

Best Practice Intelligence Center:Hackett Connect: Online, searchable repository of best practices, performance metrics, conference presentations and associated research available to Executive Advisory, IPaaS and Best Practices AdvisoryMarket Intelligence Program MembersExecutives and their supportrespective teams.

Best Practice Accelerators: Dedicated web basedweb-based access to best practices, customized software configuration tools, best practice process flows used to support the sale, configuration and organizational implementation and post implementation support efforts of partner software.

Advisor Inquiry: Hackett’s inquiry services are used by clients for quick access to fact-based advice on proven approaches and methods to increase the efficiency and effectiveness of selling, general and administrative, finance, human resources, information technology, procurement, enterprise performance management and shared services processes.

Best Practice Research: Empirically-based Empirically based research and insight derived from our Hackett benchmark, performance and transformation studies. Our research provides detailed insights into the most significant proven approaches in use at world-class organizations that yield superior business results.

Peer Interaction: Regular member-led webcasts, annual Best Practice Conferences, annual Member Forums, membership performance surveys and client-submitted content provide ongoing peer learning and networking opportunities.

Introduction of New Vendor IP-centric Offerings: We are continuing to seek new opportunities through strategic alliances and channels to use our IP to help others sell and deliver their products, such as those offered through our CGBSIP-as-a-Service offerings and ADPHackett Institute programs. We continue to look for other potential programs through which to introduce new IP-centric offerings.

offerings and expand the power and reach of our brand.

Benchmarking Services

Our benchmarking group dates back to 1991, and has measured and evaluated the efficiency and effectiveness of enterprise functions for over 5,3008,800 organizations globally. This includes 97% of the Dow Jones Industrials, 89%93% of the Fortune 100, 87%73% of the DAX 30 and 59%52% of the FTSE 100. Ongoing studies are conducted in a wide range of areas, including selling, general and administrative, finance, human resources, information technology, procurement, enterprise performance management and shared service centers and working capital management.services. Hackett has identified overapproximately 2,000 best practices for over 115140 processes in these key functional areas and uses proprietary performance measurement tools and data collection processes that enable companies to complete the performance measurement cycle and identify and quantify improvement opportunities in as little as four weeks. Benchmarks are used by our clients to objectively establish priorities, generate organizational consensus, align compensation to establish performance goals and develop the required business case for business and technology investments.

Strategy and Business Transformation

Group

Our Business Transformation practicesgroup help our clients develop a coordinated digital transformation strategy for achievingthat allows our clients to achieve meaningful performance improvements across the enterprise. Our experienced teams utilize the Hackett performance measurement data to link performance gains to industry best practices. Our strategic capabilities include operational assessments, process and organization design, change management and the effective application of technology. We combine best practices knowledge with business expertise and broad technology capabilities, which we believe enables our programs to optimize return on client investments in people, process, technology and information. Through REL, a leader in generating cash flow improvement from working capital, we offer services which are designed to help companies improve cash flow from operations through improved working capital management, reduced costsWe also maintain our award winning procurement (Coupa and increased service quality.Ariba) functionally led groups and our OneStream CPM teams within this group.


ERP, EPM and Analytics (EEA)Solutions

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ORACLE SOLUTIONS SEGMENT

Our EEA practice focuses on helpingOracle Solutions Segment helps clients maximize the value ofchoose and deploy Oracle applications that best meet their investments in Enterprise Softwareneeds and business analytics.objectives. In 2017, we acquired Oracle ERP and Cloud implementation capabilities. This allowed us to quadruplegreatly increase the size of our Oracle addressable market and strongly positioned us to be a strategic provideprovider of Oracle’s rapidly growing cloud software and services market. The software market is rapidly moving to cloud-based software, which led us to aggressively transition our Oracle groupSolutions segment from being primarily focused on the implementation of Oracle EPM on-premise software to the entire Oracle Cloud Enterprise Suite. We believe the actions we took to expand our Oracle Cloud capabilities from EPM on-premise to the entire Oracle Cloud ERP Suite have strongly positioned us to take advantage of this secular cloud migration growth opportunity. Another significant investment we made during the year was to digitize all of our IP and to build our proprietary Hackett DTP. By specifically building one of our first versions around the Oracle Cloud application functionality, we believe we can quickly demonstrate how to optimize the configuration of Oracle Cloud applications to drive to its fully intended transformative outcome. We believe these moves align our EEA practicesOracle Solutions segment with the Oracle go-to-market strategy and will also allow us to use our unique best-practice implementation IP to demonstrate the value of Oracle Cloud apps for the Oracle sales channel.channel. These improvements cover many aspects of service delivery, including process improvement, technology deployment, organizational alignment, information and data definition and skills and competency alignment. Solutions typically reside in three primary areas: Core Financial Close and Consolidation, Integrated Business Planning, and Reporting / Advanced Analytics. Solution innovations have taken the practicegroup into areas such as Big Data,big data, cloud technology data management and governance, and Industry-specificindustry-specific analytic templates.  This practice works closely with Oracle technology offerings and was the #1 Oracle Cloud EPM partner in 2017.

SAP SolutionsSOLUTIONS SEGMENT

Our SAP Solutions professionals helpsegment helps clients choose and deploy the purchase of on-premise and cloud softwareS4 HANA Cloud applications that best meet their needs and objectives. Our expertise is focused on SAP ERP, (withwith primary focus on Life Sciences and Consumer Goods).Goods. The group offers comprehensive services from planning, architecture, and vendor evaluation and selection through implementation, customization, testing and integration. Comprehensive fit-gap analyses of all major packages against Hackett Best Practices are utilized by our SAP Solutions teams. BPIOur tools and templates help integrate best practices into business and analytical applications. The group also offers post-implementation support, change management, exception management, process transparency, system documentation and end-user training, all of which are designed to enhance return on investment. We also provide off-shore application development and Application Maintenance and Support (“AMS”) services. These services include post-implementation support for select business application and infrastructure platforms. Our SAP Solutions group also includes a division responsible for the sale of the SAP suite of applications.


CLIENTS

CLIENTS

We focus on developing long-term client relationships with Global 2000 firms and other sophisticated buyers of business and IT consulting services. During 2017, 2016 and 2015,2022, our ten most significant clients accounted for 21%, 24% and 24% of total revenue respectively.and during 2021 and 2020, our ten most significant clients accounted for 22% of total revenue in each year. In addition, during 2017, 20162022, 2021 and 20152020, our largest client generated 7%, 4% and 5% of total revenue.revenue, respectively. We have achieved a high level of satisfaction across our client base. The responses to our client satisfaction surveys have generally been positive. We receive surveys from a significant number of our engagements which are utilized in a rigorous process to improve our delivery execution, sales processes, methodologies and training.

BUSINESS DEVELOPMENT AND MARKETING

Our extensive client base and relationships with Global 2000 firms remain our most significant sources of new business. Our revenue generation strategy is formulated to ensure that we are addressing multiple facets of business development. The categories below define our business development resources. Our primary goal is to continue to increase awareness of our brand which we have created around Hackett’sour Hackett empirical knowledge capital and BPI in the extended enterprise that we now serve. We have a regional sales and market development effort in both North America and Europe, so we can better coordinate the sales and marketing messages from our various offerings. Our compensation programs for our associates reflect an emphasis on optimizing our total revenue relationship with our clients. In our technology practice groups, we have continued to utilize our Hackett intellectual capital that resides in our BPI tools as a way to differentiate the relationships we have with the software providers and with our clients. The categories below define our business development resources.

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BUSINESS DEVELOPMENT RESOURCES

Although virtually all of our advisors and consultants have the ability to and are expected to contribute to new revenue opportunities, our primary internal business development resources are comprised of the following:

The Leadership Team, Principals and Senior Directors are comprised of our senior leaders who have a combination of executive, regional practice and anchor account responsibilities. In addition to their management responsibilities, this group of associates is responsible for growing the business by fostering executive-level relationships within accounts and leveraging their existing contacts in the marketplace.

The Sales Organization is comprised of associates who are 100% dedicated to generating sales. They are deployed geographically in key markets, are primarily focused on developing new relationships and they are aligned to our core practicegroup areas within their target accounts. They also handle opportunities in their geographic territories as they arise.

We are currently making incremental investments in dedicated sales resources for our Benchmarking, IPaaS, Executive Advisory and Market Intelligence offerings.

The Business Development Associates are comprised of trained groups of telemarketing specialists who are conversant with their respective solution areas. Lead generation is coordinated with our marketing and sales groups to ensure that our inbound and outbound efforts are synchronized with targeted marketing and sales programs.

The Delivery Organization is comprised of our billable associates who work at client locations.associates. We encourage associates to pursue additional business development opportunities through their normal course of delivering existing projects thereby helping us expand our business within existing accounts.

In addition to our business development resources, we have a corporate marketing and communications organization responsible for overseeing our marketing programs, public relations and employee communications activities.

We have organized our market focus into the following categories:

Strategic Accounts are comprised of large prospects and existing relationships which we believe will have a significant revenue relationshipopportunity within the next 18 months. Strategic account criteria include the size of the company, industry affiliation, propensity to buy external consulting services and contacts within the account. The sales representative working closely with regional leadership is primarily responsible for identifying business opportunities in the account, acting as the single point of coordination for the client, and performing the general duties of account manager.

Regional Accounts are accounts within a specified geographic location. These accounts mostly include large prospects, dormantpast clients, existing medium-sized clients and mid-tier market accounts and are handled primarily on an opportunistic basis, except for active clients where delivery teams are focused on driving additional revenue.

Strategic Alliance Accounts are accounts that allow us to partner with organizations of greater scale or different skill sets or with software developers enabling all parties to jointly market their products and services to prospective clients.


TALENTHUMAN CAPITAL MANAGEMENT

We fully believe that our culture fosters intellectual creativity, collaboration and innovation. We believe in building relationships with both our associates and clients. We believe the best solutions come from teams of diverse individuals addressing problems collectively and from multiple dimensions, including the business, technological and human dimensions. We believe that the most effective working environment is one where everyone is encouraged to contribute and is rewarded for that contribution. Our core values are the strongest expression of our working style and represent what we stand for. These core values are:

Continuous development of our associates, our unique content business model and our knowledge base;

Diversity of backgrounds, skills and experiences;

Knowledge capture, contribution and utilization; and

Collaboration with one another, our partners and our clients.

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Our human resources staff includes seasoned professionals in North America, Europe, India and South America who support our practicesgroups by, among other things, administering our benefit programs, and facilitating the hiring process.process and coordinating training activities. Our human resources staff also includes dedicated individuals who recruit consultants with both business and technology expertise. Our recruiting team supports our hiring process by focusing on the highest demand solution areas of our business to ensure an adequate pipeline of new associates. We also have an employee referral program, which rewards existing employees who source new hires.

As of December 29, 2017,30, 2022, we had 1,1231,175 associates, excluding subcontractors, 79%81% of whom were billable professionals. We do not have any associates that are subject to collective bargaining arrangements;arrangements, however, in France, our associates enjoy the benefit of certain government regulations based on industry classification. We have entered into nondisclosure and non-solicitation agreements with virtually all of our personnel. We also engage consultants as independent contractors pursuant to written agreements that contain non-disclosure and non-solicitation provisions.

COMMUNITY INVOLVEMENT

One important way we put our values into action is through our commitment to the communities where we work. The mission of our Community Councils, which operate in each of the cities where we have offices, is to strive to make the markets, communities and clients we serve better than how we found them. We do so by building a strong sense of community, with collaborationencouraging and personal interaction from all ofsupporting our associates, through bothassociate’s communities and personal volunteer and service programs and social gatherings.

INTELLECTUAL PROPERTY

We have obtained trademark registrations for The Hackett Group, Hackett Best Practices, World Class Defined and Enabled, Quantum Leap, Digital Excelleration, Intellectual Property-As-A-Service and Book of Numbers, and own registrations for certain of our other trademarks in the United States and abroad.abroad that we use in our business and believe are important to protect. We believe that the protection of these marks is an important part toof our strategy of expandingincreasing the brand recognition we have built around our empirical knowledge capital.capital and the growing number of services we provide.

AVAILABLE INFORMATION

We make our public filings with the Securities and Exchange Commission (“SEC”), including our Form 10-K, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all exhibits and amendments to these reports, available free of charge at our website www.thehackettgroup.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Any material that we file with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or at www.sec.gov. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

Also available on our website, free of charge, are copies of our Code of Conduct and Ethics, Corporate Governance Guidelines, and the charters for the Audit Committee, Compensation Committee and Nominating and Governance Committee of our Board of Directors. We intend to disclose any amendment to, or waiver from, a provision of our Code of Conduct and Ethics and Corporate Governance Guidelines applicable to our senior financial officers, including our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Corporate Controller on our website within four business days following the date of the amendment or waiver.

ITEM 1A.RISK FACTORS

Our business is subject to risks. The following important factors could cause actual results to differ materially from those contained in forward-looking statements made in this Annual Report on Form 10-K or printed elsewhere by management from time to time.our other publicly filed documents.


Business, Market and Strategy Risks

Our results of operations could be negatively affected by global and regional economic conditions.

Global and regional economic conditions may affect our clients’ businesses and the markets they serve. A substantial or prolonged economic downturn, weak or uncertain economic conditions or similar factors could adversely affect our clients’ financial condition which may reduce our clients’ demand for our services, force price reductions, cause project cancellations, or delay consulting services for which they have engaged us. For example, COVID-19 pandemic has created uncertainty in the global economy and could result in a reduction in spending on our services and the geopolitical disruption resulting from the Russian and Ukraine conflict. In addition, if we are unable to successfully anticipate the changing economic conditions, we may be unable to effectively plan for and respond to those changes, and our business could be negatively affected.

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Our results of operations have been adversely affected and could in the future be materially impacted by macroeconomic conditions on our business.

The level of revenue we achieve is based on our ability to deliver market leading services and solutions and to deploy skilled teams of professionals quickly. Our results of operations are affected by economic conditions, including macroeconomic conditions and levels of business confidence. Any prolonged economic downturn as a result of weak or uncertain economic conditions or similar factors could adversely affect our clients' financial condition which may further reduce the clients' demand for our services. These include:

general economic and business conditions;
interest rate and inflation rate trends and fluctuations;
overall demand for services; and
currency exchange rate fluctuations.

Our results of operations have been adversely affected and could in the future be materially adversely impacted by the COVID-19 pandemic.

The global spread of the COVID-19 pandemic created significant volatility, uncertainty and economic disruption. Our clients, and therefore our business and revenues, are sensitive to negative changes in general economic conditions and business confidence arising from pandemics.

We continue to work with our clients and employees to responsibly address the COVID-19 pandemic. The extent to which the COVD-19 pandemic or another pandemic impacts our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration, severity and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic on economic activity and actions taken in response; the effect on our clients and client demand for our services and solutions; the ability of our clients to pay for our services and solutions; and any closures of our clients’ offices and facilities. Clients may also slow down decision making, delay planned work or seek to terminate existing agreements. Any of these events could cause or contribute to the risks and uncertainties enumerated in “Item 1A. Risk Factors” and elsewhere in this Annual Report and could materially adversely affect our business, financial condition, results of operations and/or stock price.

Our quarterly operating results may vary.

Our financial results may fluctuate from quarter to quarter in any given year and should not be used to predict future performance. In future quarters, our operating results may not meet analysts’ and investors’ expectations. If that happens, the price of our common stock may fall. Many factors can cause fluctuations in our financial results, including:

number, size, timing and scope of client engagements;

customer concentration;

long and unpredictable sales cycles;

contract terms of client engagements;

degrees of completion of client engagements;

client engagement delays or cancellations;

competition for and utilization of employees;

how well we estimate the resources and effort we need to complete client engagements;

the integration of acquired businesses;

pricing changes in the industry;

foreign currency changes;

foreign laws and regulatory requirements;
natural disasters, pandemics and other catastrophic events;
economic conditions specific to business and information technology consulting; and

global economic conditions.

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A high percentage of our operating expenses, particularly personnel and rent, are fixed in advance of any particular quarter. As a result, if we experience unanticipated changes in client engagements or in consultant utilization rates, we could experience large variations in quarterly operating results and losses in any particular quarter. Due to these factors, we believe our quarter-to-quarter operating results should not be used to predict future performance.

If we are unable to maintain our reputation and expand our brand name recognition, we may have difficulty attracting new business and retaining current clients and employees.

We believe that establishing and maintaining a good reputation and name recognition are critical for attracting and retaining clients and employees in our industry. We also believe that the importance of reputation and name recognition will continue to increase due to the number of providers of business consulting and IT services. If our reputation is damaged or if potential clients are not familiar with us or with the solutions we provide, we may be unable to attract new, or retain existing, clients and employees. Promotion and enhancement of our name will depend largely on our success in continuing to provide effective solutions. If clients do not perceive our solutions to be effective or of high quality, our brand name and reputation will suffer. In addition, if solutions we provide have defects, critical business functions of our clients may fail, and we could suffer adverse publicity as well as economic liability.

We depend heavily on a limited number of clients.

We have derived, and believe that we will continue to derive, a significant portion of our revenue from a limited number of clients for which we perform large projects. In 2017,2022, our ten largest clients accounted for 21%24% of our aggregate revenue. In addition, revenue from a large client may constitute a significant portion of our total revenue in any particular quarter. Our customer contracts generally can be cancelled for convenience by the customer upon 30 days’ notice. The loss of any of our large clients for any reason, including as a result of the acquisition of that client by another entity, our failure to meet that client’s expectations, the client’s decision to reduce spending on technology-related projects, or failure to collect amounts owed to us from our client could have a material adverse effect on our business, financial condition and results of operations.

We have risks associated with potential acquisitions or investments.

Since our inception, we have expanded through acquisitions. In the future, we plan to pursue additional acquisitions as opportunities arise. We may not be able to successfully integrate businesses which we may acquire in the future without substantial


expense, delays or other operational or financial problems. We may not be able to identify, acquire or profitably manage additional businesses. Also, acquisitions may involve a number of risks, including:

diversion of management’s attention;

failure to retain key personnel;

failure to retain existing clients;

unanticipated events or circumstances;

unknown claims or liabilities;

amortization of certain acquired intangible assets; and

operating in new or unfamiliar geographies.

Client dissatisfaction or performance problems at a single acquired business could have a material adverse impact on our reputation as a whole. Further, we cannot assure you that our future acquired businesses will generate anticipated revenue or earnings.

Difficulties in integrating businesses we acquire in the future may demand time and attention from our senior management.

Integrating businesses that we acquire in the future may involve unanticipated delays, costs and/or other operational and financial problems. In integrating acquired businesses, we may not achieve expected economies of scale or profitability, or realize sufficient revenue to justify our investment. If we encounter unexpected problems as we try to integrate an acquired firm into our business, our management may be required to expend time and attention to address the problems, which would divert their time and attention from other aspects of our business.

Our markets are highly competitive.

We may not be able to compete effectively with current or future competitors. The business consulting and IT services markets are highly competitive. We expect competition to further intensify as these markets continue to evolve. Some of our competitors have longer operating histories, larger client bases, longer relationships with their clients, greater brand or name recognition and significantly greater financial, technical and marketing resources than we do. As a result, our competitors may be in a stronger position to respond more quickly to new or emerging technologies and changes in client requirements and to devote greater resources than we can to the development, promotion and sale of their services. Competitors could lower their prices, potentially forcing us to lower our prices and suffer reduced operating margins. We face competition from international accounting firms; international, national and regional strategic consulting and systems implementation firms; and the IT services divisions of application software firms.

In addition, there are relatively low barriers tofor entry into the business consulting and IT services market. We do not own any patented technology that would stop competitors from entering this market and providing services similar to ours. As a result, the emergence of new competitors may pose a threat to our business. Existing or future competitors may develop and offer services that are superior to, or have greater market acceptance, than ours, which could significantly decrease our revenue and the value of your investment.

We may not be able to hire, train, motivate, retain and manage professional staff.

To succeed, we must hire, train, motivate, retain and manage highly skilled employees. Competition for skilled employees who can perform the services we offer is intense. We might not be able to hire enough skilled employees or train, motivate, retain and manage the employees we hire. This could hinder our ability to complete existing client engagements and bid for new ones. Hiring, training, motivating, retaining and managing employees with the skills we need is time-consuming and expensive.

We could lose money on our contracts.

As part of our strategy, from time to time, we enter into capped or fixed-price contracts, in addition to contracts based on payment for time and materials. Because of the complexity of many of our client engagements, accurately estimating the cost, scope and duration of a particular engagement can be a difficult task. We maintain an Office of Risk Management (“ORM”) that evaluates and attempts to mitigate delivery risk associated with complex projects. In connection with their review, ORM analyzes the critical estimates associated with these projects. If we fail to make these estimates accurately, we could be forced to devote additional resources to these engagements for which we will not receive additional compensation. To the extent that an expenditure of additional resources is required on an engagement, this could reduce the profitability of, or result in a loss on, the engagement. We may be unsuccessful in negotiating with clients regarding changes to the cost, scope or duration of specific engagements. To the extent we do not sufficiently communicate to our clients, or our clients fail to adequately appreciate the nature and extent of any of these types of changes to an engagement, our reputation may be harmed, and we may suffer losses on an engagement.


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Lack of detailed written contracts could impair our ability to recognize revenue for services performed, collect fees, protect our IP and protect ourselves from liability to others.

We protect ourselves by entering into detailed written contracts with our clients covering the terms and contingencies of the client engagement. In some cases, however, consistent with what we believe to be industry practice, work is performed for clients on the basis of a limited statement of work or verbal agreement before a detailed written contract can be finalized. Revenue is not recognized on a project prior to receiving a signed contract. To the extent that we fail to have detailed written contracts in place, our ability to collect fees, protect our IP and protect ourselves from liability to others may be impaired.

Our corporate governance provisions may deter a financially attractive takeover attempt.

Provisions of our charter and by-laws may discourage, delay or prevent a merger or acquisition which shareholders may consider favorable, including transactions in which shareholders would receive a premium for their shares. These provisions include the following:

shareholders must comply with advance notice requirements before raising a matter at a meeting of shareholders or nominating a director for election;

our Board of Directors is staggered into three classes and the members may be removed only for cause upon the affirmative vote of holders of at least two-thirds of the shares entitled to vote;

we would not be required to hold a special meeting to consider a takeover proposal unless holders of more than a majority of the shares entitled to vote on the matter were to submit a written demand or demands for us to do so; and

our Board of Directors may, without obtaining shareholder approval, classify and issue up to 1,250,000 shares of preferred stock with powers, preferences, designations and rights that may make it more difficult for a third party to acquire us.

We may lose large clients or may not be able to secure targeted follow-on work or achieve expected client retention rates.

Our client engagements are generally short-term arrangements, and most clients can reduce or cancel their contracts for our services with a 30 days’ notice and without penalty. As a result, if we lose a major client or large client engagement, our revenue will be adversely affected. We perform varying amounts of work for specific clients from year to year. A major client in one year may not use our services in another year. In addition, we may derive revenue from a major client that constitutes a large portion of total revenue for particular quarters. If we lose any major clients or any of our clients cancel programs or significantly reduce the scope of a large engagement, our business, financial condition, and results of operations could be materially and adversely affected. Also, if we fail to collect a large accounts receivable balance, we could be subjected to significant financial exposure. Consequently, you should not predict or anticipate our future revenue based upon the number of clients we currently have or the number and size of our existing client engagements.

We also derive a portion of our revenue from annual memberships for our Executive Advisory Programs. Our growth prospects therefore depend on our ability to achieve and sustain renewal rates on programs and to successfully launch new programs. Failure to achieve expected renewal rate levels or to successfully launch new programs and services could have an adverse effect on our operating results.

If we are unable to protect our IP rights or infringe on the IP rights of third parties, our business may be harmed.

We rely upon a combination of nondisclosure and other contractual arrangements and trade secrets, copyright and trademark laws to protect our proprietary rights and the proprietary rights of third parties from whom we license IP. Although we enter into confidentiality agreements with our employees and limit distribution of proprietary information, there can be no assurance that the steps we have taken in this regard will be adequate to deter misappropriation of our IP, or that we will be able to detect unauthorized use and take appropriate steps to enforce our IP rights.

Although we believe that our services do not infringe on the IP rights of others and that we have all rights necessary to utilize the IP employed in our business, we are subject to the risk of claims alleging infringement of third-party IP rights. Any claims could require us to spend significant sums in litigation, pay damages, develop non-infringing IP or acquire licenses to the IP that is the subject of asserted infringement.

The market price of our common stock may fluctuate widely.

The market price of our common stock could fluctuate substantially due to:

future announcements concerning us or our competitors;

quarterly fluctuations in operating results;

announcements of acquisitions or technological innovations;


changes in earnings estimates or recommendations by analysts; or

changes in earnings estimates or recommendations by analysts; or

current market volatility.

In addition, the stock prices of many business and technology services companies fluctuate widely for reasons which may be unrelated to operating results. Fluctuation in the market price of our common stock may impact our ability to finance our operations and retain personnel.

Operational Risks

We have risks associated with potential acquisitions or investments.

Since our inception, we have expanded through acquisitions. In the future, we plan to pursue additional acquisitions as opportunities arise. We may not be able to successfully integrate businesses which we may acquire in the future without substantial expense, delays or other operational or financial problems. We may not be able to identify, acquire or profitably manage additional businesses. Also, acquisitions may involve a number of risks, including:

diversion of management’s attention;
failure to retain key personnel;
failure to retain existing clients;
unanticipated events or circumstances;
unknown claims or liabilities;
amortization of certain acquired intangible assets; and
operating in new or unfamiliar geographies.

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Client dissatisfaction or performance problems at a single acquired business could have a material adverse impact on our reputation as a whole. Further, we cannot assure you that our future acquired businesses will generate anticipated revenue or earnings.

Difficulties in integrating businesses we acquire in the future may demand time and attention from our senior management.

Integrating businesses that we acquire in the future may involve unanticipated delays, costs and/or other operational and financial problems. In integrating acquired businesses, we may not achieve expected economies of scale or profitability or realize sufficient revenue to justify our investment. If we encounter unexpected problems as we try to integrate an acquired firm into our business, our management may be required to expend time and attention to address the problems, which would divert their time and attention from other aspects of our business.

We may not be able to hire, train, motivate, retain and manage professional staff.

To succeed, we must hire, train, motivate, retain and manage highly skilled employees. Competition for skilled employees who can perform the services we offer is intense. We might not be able to hire enough skilled employees or train, motivate, retain and manage the employees we hire. This could hinder our ability to complete existing client engagements and bid for new ones. Hiring, training, motivating, retaining and managing employees with the skills we need is time-consuming and expensive.

We rely on information technology and security systems and any damage, interruption or compromise of our information technology and security systems or data could disrupt and harm our business.

We use information technology and security systems to process, transmit, and store electronic information in connection with the operation of our business. We also use such systems to protect proprietary and confidential information, including that of our customers, suppliers and employees. We face risks associated with cybersecurity incidents and other significant disruptions of such systems, including denial of service or other similar attacks, to our facilities or systems; unauthorized access to or acquisition of personal information, confidential information or other data we process or maintain; or viruses, loggers, or other malfeasant code, including ransomware, in our data or software. These cybersecurity incidents or other significant disruptions could be caused by persons inside our organization, persons outside our organization with authorized access to systems inside our organization, or by individuals outside our organization. The risk of a cybersecurity incident or disruption, particularly through cyber-attack or cyber-intrusion, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Although the cybersecurity incidents that we have experienced to date, as well as those reported to us by our third-party partners, have not had a material effect on our business, financial condition or results of operations, such incidents could have a material adverse effect on us in the future.

We also rely on a number of third-party service providers to host, store or otherwise process information for us, or to provide other facilities or infrastructure that we make use of, including “cloud-based” providers of corporate infrastructure services relating to, among other things, human resources,communication services, and some financial functions, and we are therefore dependent on the security systems of these providers. These third-party entities are subject to similar risks as it relates to cybersecurity, business interruption, and systems. Employee failures and a cybersecurity incident or other significant disruption affecting such third parties could have a material adverse effect on our business.

Because the techniques used to obtain unauthorized access to or sabotage security systems change frequently and are often not recognized until after an attack, we and our third-party service providers may be unable to anticipate the techniques or implement adequate preventative measures, thereby exposing us to material adverse effects on our business, financial condition, results of operations and growth prospects. In order to address risks to our information systems, we continue to make investments in personnel, technologies and training. Data protection laws and regulations around the world often require “reasonable,” “appropriate” or “adequate” technical and organizational security measures, and the interpretation and application of those laws and regulations are often uncertain and evolving; there can be no assurance that our security measures will be deemed adequate, appropriate or reasonable by a regulator or court. Moreover, even security measures that are deemed appropriate, reasonable, and/or in accordance with applicable legal requirements may not be able to protect the information we maintain. A cybersecurity incident or other significant disruption impacting us or our third-party service providers could require a substantial level of financial resources to rectify and otherwise respond to, may be difficult to identify or address in a timely manner, and may divert management’s attention and require the expenditure of significant time and resources. Such cybersecurity incidents or other significant disruptions could result in claims, increased regulatory scrutiny, or investigations, and may cause us to incur substantial fines, penalties, or other liability and related legal and other costs. Any actual or perceived cybersecurity incident or significant disruption may also interfere with our ability to comply with financial reporting requirements and harm our reputation and market position, especially given that we handle sensitive customer information. Any of the foregoing matters could harm our operating results and financial condition.

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While we have purchased cybersecurity insurance, there are no assurances that the coverage would be adequate in relation to any incurred losses. Moreover, as cyber-attacks increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as adequate for our operations.

A breach of our information technology and security systems could materially adversely affect our business.

We use information technology and security systems to protect proprietary and confidential information, including that of our customers, suppliers and employees. Denial of service or other attacks on, or accidental or willful security breaches or other unauthorized access to our facilities or information systems, unauthorized access to or acquisition of personal information, confidential information or other data we process or maintain, or viruses, loggers, or other malfeasant code, including ransomware, in our data or software, could compromise this information and otherwise disrupt our operations. The consequences of such loss, possible misuse of our proprietary and confidential information, or operational disruptions could include, among other things, unfavorable publicity, damage to our reputation, difficulty marketing our products, customer allegations of breach-of-contract, claims and litigation by affected parties, investigations by and other proceedings involving governmental authorities and possible financial liabilities for damages, any of which could materially adversely affect our business, financial condition, reputation and relationships with customers and partners. We also rely on a number of third-party service providers to host, store or otherwise process information for us, or to provide other facilities or infrastructure that we make use of, including "cloud-based" providers of corporate infrastructure services relating to, among other things, human resources, electronic communication services and some financial functions, and we are therefore dependent on the security systems of these providers. Any security breaches or incidents or other unauthorized access to, or disruptions of, our service-providers' systems or viruses, loggers, ransomware or other malfeasant code in their data or software, or unauthorized access to or acquisition of any data they process or otherwise maintain for us could expose us to information loss, corruption and unavailability, operational disruptions, and misappropriation of confidential information, and could have similar consequences to us as any incidents affecting our own systems or the data we process or maintain. We and our third parties face these threats from a variety of sources, including attacks from hackers, phishing and other forms of social engineering, and human error or employee or contractor malfeasance. Because the techniques used to obtain unauthorized access to or sabotage security systems change frequently and are often not recognized until after an attack, we and our third-party service providers may be unable to anticipate the techniques or implement adequate preventative measures, thereby exposing us to material adverse effects on our business, financial condition, results of operations and growth prospects. A security breach or other security incident impacting us or our third-party service providers could require a substantial level of financial resources to rectify and otherwise respond to, may be difficult to identify or address in a timely manner, and could result in claims, investigations, and inquires by private parties or governmental entities that may divert management’s attention and require the expenditure of significant time and resources, and which may cause us to incur substantial fines, penalties, or other liability and related legal and other costs. Any actual or perceived security breach or other security incident may also harm our reputation and market position. Any of the foregoing matters could harm our operating results and financial condition.

Global Operational Risks

We earn revenue, incur costs and maintain cash balances in multiple currencies, and currency fluctuations could adversely affect our financial results.

We have international operations, where we earn revenue and incur costs in various foreign currencies, primarily the British Pound, the Euro and the Australian Dollar.Euro. Doing business in these foreign currencies exposes us to foreign currency risks in numerous areas, including revenue, purchases, payroll and investments. Certain foreign currency exposures are naturally offset within an international business unit, because revenue and costs are denominated in the same foreign currency, and certain cash balances are held in U.S. Dollar denominated accounts. However, due to the increasing size and importance of our international operations, fluctuations in foreign currency exchange rates could materially impact our results.

Our cash position includes amounts denominated in foreign currencies. We manage our worldwide cash requirements considering available funds from our subsidiaries and the cost effectiveness with which these funds can be accessed. The repatriation of cash balances from certain of our subsidiaries outside the U.S. could have adverse tax consequences and be limited by foreign currency exchange controls. However, those balances are generally available in the local jurisdiction without legal restrictions to fund ordinary business operations. Any fluctuations in foreign currency exchange rates could materially impact the availability and amount of these funds available for transfer.

Legal, Regulatory and Compliance Risks

Our corporate governance provisions may deter a financially attractive takeover attempt.

Provisions of our charter and by-laws may discourage, delay or prevent a merger or acquisition which shareholders may consider favorable, including transactions in which shareholders would receive a premium for their shares. These provisions include the following:

16


shareholders must comply with advance notice requirements before raising a matter at a meeting of shareholders or nominating a director for election;
our Board of Directors is staggered into three classes and the members may be removed only for cause upon the affirmative vote of holders of at least two-thirds of the shares entitled to vote;
we would not be required to hold a special meeting to consider a takeover proposal unless holders of more than a majority of the shares entitled to vote on the matter were to submit a written demand or demands for us to do so; and
our Board of Directors may, without obtaining shareholder approval, classify and issue up to 1,250,000 shares of preferred stock with powers, preferences, designations and rights that may make it more difficult for a third party to acquire us.

If we are unable to protect our IP rights or infringe on the IP rights of third parties, our business may be harmed.

We rely upon a combination of nondisclosure and other contractual arrangements and trade secrets, copyright and trademark laws to protect our proprietary rights and the proprietary rights of third parties from whom we license IP. Although we enter into confidentiality agreements with our employees and limit distribution of proprietary information, there can be no assurance that the steps we have taken in this regard will be adequate to deter misappropriation of our IP, or that we will be able to detect unauthorized use and take appropriate steps to enforce our IP rights.

Although we believe that our services do not infringe on the IP rights of others and that we have all rights necessary to utilize the IP employed in our business, we are subject to the risk of claims alleging infringement of third-party IP rights. Any claims could require us to spend significant sums in litigation, pay damages, develop non-infringing IP or acquire licenses to the IP that is the subject of asserted infringement.

Data privacy and information security may require significant resources and presents certain risks.

We collect, store, have access to and otherwise process certain confidential or sensitive data, including proprietary business information, personal data or other information that is subject to privacy and security laws, regulations and/or customer-imposed controls. We operate in an environment in which data privacy regulatory and legal framework is evolving quickly and varies by jurisdiction. We cannot predict the cost of compliance with future data privacy laws, regulations and standards, or future interpretations of current laws, regulations and standards, related to privacy and cybersecurity or the potential effects on our business.

As a company doing business in Europe, we are also subject to European data protection laws and regulations. The European Union General Data Protection Regulation (“GDPR”), imposes stringent requirements in how we collect and process personal data and provides for significantly greater penalties for noncompliance; and several other countries have passed laws that require personal data relating to their citizens to be maintained on local servers and impose additional data transfer restrictions. In addition, we are also subject to and affected by new state privacy and data security laws such as the recently implemented California Consumer Privacy Act (“CCPA”). The CCPA became effective January 1, 2020 and imposes additional data privacy requirements on many businesses operating in the state, including, potentially, with respect to employee data. In addition, in 2020 several states introduced varying comprehensive privacy laws modeled to some degree on the CCPA and/or the GDPR. Compliance with multiple country and state laws containing varying requirements could be complicated and costly. Government enforcement actions can be costly and interrupt the regular operation of our business, and violations of data privacy laws can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, reputation and financial statements.

ITEM 1B.UNRESOLVED STAFF COMMENTS

None.

ITEM 2.PROPERTIES

Our principal executive office is currently located at 1001 Brickell Bay Drive, Floor 30, Miami, Florida 33131. The lease on this premise covers 10,896 square feet and expires June 30, 2020. We also have offices in Atlanta, Chicago, New York, Philadelphia, Portland, Seattle, San Francisco, Frankfurt, London, Paris, Montevideo, Hyderabad and Sydney. As of December 29, 2017,30, 2022, we had operating leases that expire on various dates through July 2024. We believe that we will be ableJune 2024. During the fourth quarter of 2020, as a result of and in consideration of the COVID-19 pandemic, and the changing nature of the Company’s use of office space for its workforce, the Company evaluated its existing office space leases as part of its transformation initiatives related to obtain suitable new or replacement space as needed. real estate. This evaluation resulted in the complete and partial abandonment of certain leased office spaces and an asset impairment charge for certain lease right-of-use assets and certain property, equipment and leasehold improvements for impairment.

We do not own real estate and do not intend to invest in real estate or real estate-related assets.

17


We are involved in legal proceedings, claims, and litigation arising in the ordinary course of business not specifically discussed herein. In the opinion of management, the final disposition of such matters will not have a material adverse effect on our consolidated financial position, cash flows or results of operations.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

18


 

PART II


PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded under the NASDAQNasdaq Stock Market symbol, "HCKT". The following table sets forth for the fiscal periods indicated, the high and low sales prices of the common stock, as reported on the NASDAQ Stock Market:  

2017

 

High

 

 

Low

 

Fourth Quarter

 

$

16.52

 

 

$

14.55

 

Third Quarter

 

$

16.90

 

 

$

13.24

 

Second Quarter

 

$

20.36

 

 

$

14.00

 

First Quarter

 

$

20.69

 

 

$

15.75

 

 

 

 

 

 

 

 

 

 

2016

 

High

 

 

Low

 

Fourth Quarter

 

$

18.35

 

 

$

14.64

 

Third Quarter

 

$

17.26

 

 

$

13.06

 

Second Quarter

 

$

15.74

 

 

$

13.11

 

First Quarter

 

$

15.84

 

 

$

12.44

 

The closing sale price for the common stock on March 6, 2018,February 28, 2023, was $18.00.$18.64.

As of March 6, 2018,February 28, 2023, there were 256262 holders of record of our common stock and 29,227,11227,175,505 shares of common stock outstanding.

Securities Authorized for Issuance under Equity Compensation Plans

The information required by this section is set forth under Item 12 of this Annual Report on Form 10-K and is herein incorporated by reference.


Performance Graph

The following graph compares our cumulative total shareholder return since December 28, 201229, 2017, with the NASDAQ Composite IndexRussell 2000 and a peer group index composed of other companies with similar business models identified below. The graph assumes that the value of the investment in our common stock and each index (including reinvestment of dividends) was $100 on December 28, 2012.29, 2017.

img153281093_0.jpg 

 

 

 

12/28/12

 

 

 

12/27/13

 

 

 

1/2/15

 

 

 

1/1/16

 

 

 

12/30/16

 

 

 

12/29/17

 

The Hackett Group, Inc.

 

$

 

100.00

 

 

$

 

157.89

 

 

$

 

224.26

 

 

$

 

419.86

 

 

$

 

469.33

 

 

$

 

425.60

 

NASDAQ Composite Index

 

$

 

100.00

 

 

$

 

141.63

 

 

$

 

162.09

 

 

$

 

173.33

 

 

$

 

187.19

 

 

$

 

242.29

 

Peer Group

 

$

 

100.00

 

 

$

 

156.62

 

 

$

 

155.45

 

 

$

 

139.43

 

 

$

 

150.01

 

 

$

 

135.72

 

 

 

 

12/28/18

 

 

 

12/27/19

 

 

 

1/1/21

 

 

 

12/31/21

 

 

 

12/30/22

 

The Hackett Group, Inc.

 

$

 

103.45

 

 

$

 

105.64

 

 

$

 

97.72

 

 

$

 

142.50

 

 

$

 

144.59

 

Russell 2000

 

$

 

88.99

 

 

$

 

111.70

 

 

$

 

134.00

 

 

$

 

153.85

 

 

$

 

122.41

 

2022 Peer Group

 

$

 

117.67

 

 

$

 

145.05

 

 

$

 

128.63

 

 

$

 

131.00

 

 

$

 

151.76

 

The 2022 Peer Group includes Edgewater Technology, Inc., FTI Consulting,Alithya Group Inc., Huron Consulting Group, Inc., and Information Services Group, Inc., and The Corporate Executive Board Company.

19


Company Dividend Policy

In December 2012, we announced an annual dividend program of $0.10 per share. We have gradually been increasingIn 2020, 2021 and 2022, the dividend for our shareholders onBoard of Directors approved an annual basis. In 2016, we increasedincrease in the annual dividend to $0.26$0.38 per share, $0.40 per share, and $0.44 per share, respectively. During 2020, the Board of Directors approved the increase in the frequency of dividend payments from semi-annual to bequarterly. During fiscal 2022, we paid on a semi-annual basis or $4.0 millionthe quarterly dividend to shareholders of record on bothMarch 25, 2022, June 30, 201624, 2022, September 23, 2022, and December 22, 2016. In 2017, we increased23, 2022, totaling $13.4 million, which includes the annualfourth quarter of 2022 dividend to $0.30 per share to be paid on a semi-annual basis or $4.6 million and $4.7 million to shareholdersin January 2023, of record on both June 30, 2017 and December 22, 2017, respectively. Subsequent to year end 2017, we increased the annual dividend from $0.30 per share to $0.34 per share to be paid on a semi-annual basis.$3.0 million. Our credit agreement contains restrictions on our ability to declare dividends and repurchase shares. Subsequent to fiscal year end, the Board of Directors declared the first quarterly dividend of 2023 for shareholders of record as of March 24, 2023, to be paid on April 7, 2023. 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 lawful 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

We have an ongoing authorization from our Board of Directors to repurchase shares of our common stock. The repurchase plan was first announced on July 30, 2002. All repurchasesRepurchases under this program are discretionary and are made in the open market or through privately negotiated transactions, subject to market conditions and trading restrictions. There is no expiration date on the current authorization. The following table summarizes our share repurchases during the year ended December 29, 201730, 2022 under this authorization:

 

 

 

 

 

 

 

 

 

 

Total Number

 

 

Maximum Dollar

 

 

 

 

 

 

 

 

 

 

 

of Shares Purchased

 

 

Value of Shares That

 

 

 

Total Number

 

 

Average

 

 

as Part of Publicly

 

 

May Yet Be Purchased

 

 

 

of Shares

 

 

Price Paid

 

 

Announced

 

 

Under the

 

Period

 

Purchased

 

 

per Share

 

 

Program

 

 

Program

 

Balance as of December 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

$

4,433,361

 

December 31, 2016 to March 31, 2017

 

 

58,928

 

 

$

20.13

 

 

 

58,928

 

 

$

3,247,186

 

April 1, 2017 to June 30, 2017

 

 

507,351

 

 

$

15.01

 

 

 

507,351

 

 

$

630,006

 

July 1, 2017 to September 29, 2017

 

 

181,516

 

 

$

13.73

 

 

 

181,516

 

 

$

3,137,560

 

September 30, 2017 to December 29, 2017

 

 

 

 

$

 

 

 

 

 

$

3,137,560

 

 

 

 

747,795

 

 

$

15.11

 

 

 

747,795

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Number

 

 

Maximum Dollar

 

 

 

 

 

 

 

 

 

 

of Shares Purchased

 

 

Value of Shares That

 

 

 

 

Total Number

 

 

Average

 

 

as Part of Publicly

 

 

May Yet Be Purchased

 

 

 

 

of Shares

 

 

Price Paid

 

 

Announced

 

 

Under the

 

 

Period

 

Purchased

 

 

per Share

 

 

Program

 

 

Program

 

 

Balance as of December 31, 2021

 

 

 

 

 

 

 

 

 

 

$

11,244,241

 

 

January 1, 2022 to April 1, 2022

 

 

30,999

 

 

$

20.50

 

 

 

30,999

 

 

$

10,608,761

 

 

April 2, 2022 to July 1, 2022

 

 

 

 

$

 

 

 

 

 

$

10,608,761

 

 

July 2, 2022 to September 30, 2022

 

 

 

 

$

 

 

 

 

 

$

10,608,761

 

 

October 1, 2022 to December 30, 2022

 

 

4,889,315

 

 

$

23.71

 

 

 

4,889,315

 

 

$

14,672,248

 

*

 

 

 

4,920,314

 

 

$

23.69

 

 

 

4,920,314

 

 

 

 

 

* During the year ended December 29, 2017,2022, the Company’s Board of Directors approved an additional $10.0 millionshare repurchase authorization bringingof $120.0 million.

As of December 30, 2022, the Company’s Board of Directors had approved a cumulative authorization as of December 29, 2017, to $137.2$287.2 million with cumulative purchases under the plan of $134.1$272.5 million, leaving $3.1$14.7 million available for future purchases. Subsequent to fiscal 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 $18.96 per share. Including these subsequent purchases, we have approximately $14.0 million available for future purchases under the plan.

During the year ended December 30, 2022, the Company repurchased 4.9 million shares of its common stock under the repurchase plan approved by the Company's Board of Directors, inclusive of transaction related fees, for $115.9 million at an average share price of $23.71, under its tender offer transaction. In addition, the Company repurchased 31 thousand shares of the Company’s common stock from members of its Board of Directors for a total of $0.6 million, or $20.50 per share.

During the year ended December 31, 2021, the Company repurchased 749 thousand shares of its common stock under the repurchase plan approved by the Company's Board of Directors for $13.0 million at an average share price of $17.41, which included 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. All shares repurchased from members of the Board of Directors were approved by the Audit Committee.

Shares purchased under the repurchase plan do not include shares withheld to satisfy withholding tax obligations. These withheld shares are never issued and in lieu of issuing the shares, taxes were paid on our employee’s behalf. In 2017, 2682022, 164 thousand shares were withheld and not issued for a cost of $4.4$3.2 million, bringing the total cumulative cash used to repurchase stock in 2022 to $119.8 million, which includes the tender offer transaction. In 2021, 1.1 million shares were withheld and not issued for a cost of $21.6 million, bringing the total cumulative cash used to repurchase stock in 2021 to $34.6 million, which includes the net settlement of 2.9 million SARs, for a cost of $19.7 million.

20


 


ITEM 6.SELECTED [RESERVED]

21


ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL DATACONDITION AND RESULTS OF OPERATIONS

Overview

The following consolidatedManagement’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations and financial data sets forth our selected financial informationcondition of Hackett. MD&A is provided as ofa supplement to, and for each of the years in the five-year period ended December 29, 2017, and has been derived from our audited consolidated financial statements. The selected consolidated financial data should be read togetherin conjunction with, our consolidated financial statements related notes thereto and the accompanying Notes to our consolidated financial statements included in this Annual Report on Form 10-K. We have omitted discussion of fiscal 2020 items and year-to-year comparisons between fiscal years 2021 and 2020 where it would be redundant with “Management’s Discussion and Analysisthe discussion previously included in Part II, Item 7 (MD&A) of Financial Condition and Results of Operations.”the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

 

 

Year Ended

 

 

 

December 29,

 

 

December 30,

 

 

January 1,

 

 

January 2,

 

 

December 27,

 

 

 

2017

 

 

2016

 

 

2016

 

 

2015

 

 

2013

 

Consolidated Statement of Operations Data:

 

 

(in thousands, except per share data)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue before reimbursements

 

$

 

263,252

 

 

$

 

259,907

 

 

$

 

234,581

 

 

$

 

213,519

 

 

$

 

200,391

 

Reimbursements

 

 

 

22,610

 

 

 

 

28,654

 

 

 

 

26,359

 

 

 

 

23,218

 

 

 

 

23,439

 

Total revenue (1)

 

 

 

285,862

 

 

 

 

288,561

 

 

 

 

260,940

 

 

 

 

236,737

 

 

 

 

223,830

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of service:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel costs before reimbursable expenses (2)

 

 

 

166,312

 

 

 

 

163,273

 

 

 

 

147,024

 

 

 

 

138,958

 

 

 

 

130,456

 

Reimbursable expenses

 

 

 

22,610

 

 

 

 

28,654

 

 

 

 

26,359

 

 

 

 

23,218

 

 

 

 

23,439

 

Total cost of service

 

 

 

188,922

 

 

 

 

191,927

 

 

 

 

173,383

 

 

 

 

162,176

 

 

 

 

153,895

 

Selling, general and administrative costs

 

 

 

64,825

 

 

 

 

62,081

 

 

 

 

65,632

 

 

 

 

61,386

 

 

 

 

54,208

 

Bargain purchase gain from acquisition (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,015

)

 

 

 

 

Restructuring costs (benefit)

 

 

 

1,293

 

 

 

 

 

 

 

 

 

 

 

 

3,604

 

 

 

 

 

Total costs and operating expenses

 

 

 

255,040

 

 

 

 

254,008

 

 

 

 

239,015

 

 

 

 

224,151

 

 

 

 

208,103

 

Operating income

 

 

 

30,822

 

 

 

 

34,553

 

 

 

 

21,925

 

 

 

 

12,586

 

 

 

 

15,727

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

 

(584

)

 

 

 

(387

)

 

 

 

(409

)

 

 

 

(620

)

 

 

 

(465

)

Income from continuing operations before income taxes

 

 

 

30,238

 

 

 

 

34,166

 

 

 

 

21,516

 

 

 

 

11,966

 

 

 

 

15,262

 

Income tax expense (4)

 

 

 

2,884

 

 

 

 

12,625

 

 

 

 

7,707

 

 

 

 

2,255

 

 

 

 

6,398

 

Income from continuing operations

 

 

 

27,354

 

 

 

 

21,541

 

 

 

 

13,809

 

 

 

 

9,711

 

 

 

 

8,864

 

Loss from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(135

)

Net income

 

$

 

27,354

 

 

$

 

21,541

 

 

$

 

13,809

 

 

$

 

9,711

 

 

$

 

8,729

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per common share from continuing operations

 

$

 

0.95

 

 

$

 

0.74

 

 

$

 

0.47

 

 

$

 

0.34

 

 

$

 

0.29

 

Loss per common share from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

 

$

 

0.95

 

 

$

 

0.74

 

 

$

 

0.47

 

 

$

 

0.34

 

 

$

 

0.29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per common share from continuing operations

 

$

 

0.85

 

 

$

 

0.66

 

 

$

 

0.43

 

 

$

 

0.33

 

 

$

 

0.28

 

Loss per common share from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.01

)

Net income per common share

 

$

 

0.85

 

 

$

 

0.66

 

 

$

 

0.43

 

 

$

 

0.33

 

 

$

 

0.27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

28,852

 

 

 

 

29,082

 

 

 

 

29,620

 

 

 

 

28,718

 

 

 

 

30,283

 

Diluted

 

 

 

32,196

 

 

 

 

32,815

 

 

 

 

31,968

 

 

 

 

29,881

 

 

 

 

32,116

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

 

17,512

 

 

$

 

19,710

 

 

$

 

23,503

 

 

$

 

14,608

 

 

$

 

18,199

 

Restricted cash

 

$

 

 

 

$

 

 

 

$

 

 

 

$

 

 

 

$

 

354

 

Working capital

 

$

 

23,837

 

 

$

 

12,999

 

 

$

 

17,375

 

 

$

 

15,418

 

 

$

 

20,767

 

Total assets

 

$

 

185,231

 

 

$

 

159,299

 

 

$

 

160,379

 

 

$

 

149,598

 

 

$

 

145,188

 

Long-term debt

 

$

 

19,000

 

 

$

 

7,000

 

 

$

 

 

 

$

 

18,263

 

 

$

 

19,029

 

Shareholders’ equity

 

$

 

107,275

 

 

$

 

86,269

 

 

$

 

102,144

 

 

$

 

89,788

 

 

$

 

93,176

 

Dividends paid/declared per share

 

$

 

0.30

 

 

$

 

0.26

 

 

$

 

0.20

 

 

$

 

0.12

 

 

$

 

0.10

 

(1)

In April 2017 and May 2017, we acquired Aecus Limited, a U.K. – based European Outsourcing Advisory and Robotics Process Automation (“RPA”) consulting firm company and we acquired Jibe Consulting, U.S.- based Oracle E-Business Suite (“EBS”) and Oracle Cloud Business Application implementation firm. As a result of the acquisitions, our 2017 results of operations included $16.2 million in total revenue. In January 2014, we acquired Technolab, an EPM AMS business. As a result of the acquisition, our 2014 results of operations included $10.3 million in total revenue from Technolab.

(2)

Fiscal years 2014 through 2017 include 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.

(3)

Fiscal year 2014 includes a bargain purchase gain from the acquisition of Technolab, an EPM AMS business.  

(4)

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


ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Hackett, originally incorporated on April 23, 1997, is a leading IP-based strategic advisory and technology consulting firm that enables companies to achieve world-class business performance. By leveraging the comprehensive Hackett database, the world’s leading repository of enterprise business process performance metrics and best practice intellectual capital, our business and technology solutions help clients improve performance and maximize returns on technology investments.

Hackett is a strategic advisory firm and a world leader in best practice research, benchmarking, business transformation and working capital management services which empirically defines and enables world-class enterprise performance. Only Hackett empirically defines world-class performance in sales, general and administrative and certain supply chain activities with analysis gained through more than 15,200over 25,000 benchmark and performance studies over 2429 years at over 5,3008,800 of the world’s leading companies.

Hackett’s combined capabilities include executive advisory programs, IPaaS, market intelligence, benchmarking, business transformation working capital management and technology solutions, with corresponding offshore support. In addition, we are identifying new opportunities for our benchmarking and best practice intellectual property by leveraging new channels through strategic alliances to introduce new recurring revenue, high margin offerings that could redefine our organizational model that we have started to refer to as “IP as a service”“IP-as-a-Service” business.

In the following discussion, “Hackett” represents our total company. “The Hackett Group” encompasses our Benchmarking, Business Transformation, Executive Advisory, Robotics Process Automation, Enterprise Performance Management (“EPM”) and EPM Application Maintenance and Support (“AMS”) groups. “SAP Solutions” encompasses our SAP ERP Technology and SAP Maintenance groups.

Critical Accounting Policies and Estimates

In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial position in conformity with generally accepted accounting principles in the United States (“GAAP”). Actual results could differ significantly from those estimates under different assumptions and conditions. We believe the following discussion addresses our most critical accounting policies.policies that have had or are reasonably likely to have a material impact on our financial condition or results of operations. These policies require management to exercise judgment on issues that are often difficult, subjective and complex due to the necessity of estimating the effect of matters that are inherently uncertain.

Revenue Recognition

OurDetermining revenue is principally derived fromrecognition requires management to exercise judgment on the interpretation of service contracts which may include one or multiple performance obligations. The judgement management must make include determining whether the control of the goods and services provided are transferred to our customers at a point in time or over the course of the service period utilizing a proportionate performance approach.

In fixed-fee billing arrangements, which would also include contracts with capped fees, we set the fees based on our estimates of the costs and timing for services generated on a project-by-project basis. Revenue for services rendered is recognized on a time and materials basis or on acompleting the engagements. We generally recognize revenue under fixed-fee or capped-fee basis.

Revenue for timecapped fee arrangements using a proportionate performance approach, which is based on work completed to-date as compared to estimates of the total services to be provided under the engagement. Estimates of total engagement revenue and materials contracts is recognizedcost of services are monitored regularly during the term of the engagement based on the number of hours worked by our consultants at an agreed upon rate per hour and is recognized in the period in which services are performed.

Revenue related to fixed-fee or capped-fee contracts is recognized on the proportional performance method of accounting based on the ratio of labor hours incurred to estimated total labor hours. This percentage is multiplied by the contracted dollar amount of the project to determine the amount of revenue to be recognized in an accounting period. The contracted dollar amount used in this calculation excludes the amount the client pays us for reimbursable expenses. There are situations where the number of hours to complete projects may exceed our original estimate, as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. On an on-going basis, our project delivery, Office of Risk Management and finance personnel review hours incurred and estimated total labor hours to complete projects. Any revisions in these estimates are reflected in the period in which they become known.best available information. If our estimates indicate that a contractpotential loss, will occur, asuch loss provision will be recordedis recognized in the period in which the loss first becomes probable and reasonably estimable. Contract losses are determined to be the amount by which the estimated direct costs of the contract exceed the estimated total revenue that will be generated by the contract. These costs are included in total cost of service.

Revenue from advisory services is recognized ratably over the life of the client agreements.

Additionally, we earn revenue from the resale of software licenses and maintenance contracts. Revenue for the resale of software and software licenses is recognized upon contract execution and customer receipt of software. Revenue from maintenance contracts is recognized ratably over the life of the agreements.

Revenue for contracts with multiple elements is allocated based on the respective selling price of the individual elements.

Unbilled revenue represents revenue for services performed that have not been invoiced. If we do not accurately estimate the scope of the work to be performed, or we do not manage our projects properly within the planned periods of time, or we do not meet


our clients’ expectations under the contracts, then future consulting margins may be negatively affected or losses on existing contracts may need to be recognized. Any such reductions in margins or contract losses could be material to our results of operations.

Sales tax collected from customers and remitted to the applicable taxing authorities is accounted for on a net basis, with no impact on revenue.

Revenue before reimbursements excludes reimbursable expenses charged to clients. Reimbursements, which include travel and out-of-pocket expenses, are included in revenue, and an equivalent amount of reimbursable expenses is included in cost of service.

The agreements entered into in connection with a project, whether time and materials, or fixed-fee or capped-fee based, typically allow our clients to terminate early due to breach or for convenience with 30 days’ notice. In the event of termination, the client is contractually required to pay for all time, materials and expenses incurred by us through the effective date of the termination. In addition, from time to time we enter into agreements with our clients that limit our right to enter into business relationships with specific competitors of that client for a specific time period. These provisions typically prohibit us from performing a defined range of services which we might otherwise be willing to perform for potential clients. These provisions are generally limited to six to twelve months and usually apply only to specific employees or the specific project team.

Allowances for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from our clients not making required payments. Periodically, we review accounts receivable to assess our estimates of collectability. Management critically reviewsWhen establishing allowances for doubtful accounts, receivable and analyzesmanagement must base their judgment on the information available at that point in time, which may include historical bad debts, past-due accounts, client credit-worthiness andexperiences, current economic trends when evaluating the adequacy of the allowance for doubtful accounts. If the financial condition of our clients were to deteriorate, resulting in their inability to make payments, additional allowances may be required.

Long-Lived Assets (excluding Goodwill and Other Intangible Assets)

Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying amountclient credit worthiness, to determine if therethe likelihood of collectability.

Segment Reporting

Segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which separate financial information is available and is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Effective in the third quarter of 2022, the Company re-assessed its operating segments under the management approach in accordance with ASC 280, Segment Reporting (ASC 280) and has been an impairment. The amountdetermined that effective in the third quarter of an impairment is calculated as2022, it has three operating segments: Global Strategy &

22


Business Transformation ("Global S&BT"), Oracle Solutions and SAP Solutions. Global S&BT includes S&BT Consulting, Benchmarking, Executive Advisory Services, IPaaS and OneStream. Oracle Solutions and SAP Solutions support the difference between the fair value of the assettwo fundamentally distinct ERP systems: Oracle and its carrying value. Estimates of future undiscounted cash flows are based on management’s view of growth ratesSAP. See Note 15 “Segment Information and Geographic Data” for the related business, anticipated future economic conditions and estimates of residual values.detailed segment information.

Business Combinations

For transactions that are considered business combinations, we utilize fair values in determining the carrying values of the purchased assets and assumed liabilities, which are recorded at fair value at acquisition date, and identifiable intangible assets are recorded at fair value. Costs directly related to the business combinations are recorded as expenses as they are incurred. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values become available. A bargain purchase gain on an acquisition occurs when the net of the estimated fair value of the assets acquired and liabilities assumed exceeds the consideration paid.

Goodwill and Other Intangible Assets

Goodwill and intangible assets deemed to have indefinite lives are not amortized, but rather are testedFor acquisitions accounted for impairment on an annual basis, or more frequently if events or changes in circumstances indicate potential impairment. Finite-lived intangible assets are amortized over their useful lives and are subject to impairment evaluations. Theas a business combination, goodwill represents the excess cost of the acquisitioncost over the fair value of the net assets acquiredacquired. Effective in the third quarter of fiscal year 2022, the Company reorganized its operating and internal reporting structure to better align with its primary market solutions. Due to the reorganization and in accordance with ASC 280, management made the determination to present three operating segments, three reportable segments and three reporting units as follows: (1) Global S&BT, (2) Oracle Solutions, and (3) SAP Solutions. Global S&BT includes the results of the Company’s strategic business consulting groups; Oracle Solutions includes the results of the Company’s Oracle EPM/ERP and AMS groups; SAP Solutions includes the Company’s SAP applications and related SAP service offerings. A reporting unit is recorded as goodwill.

Goodwillan operating segment or one level below an operating segment to which goodwill is tested at least annually for impairment atassigned.With the new reporting unit structure, the goodwill previously assigned to Hackett Technology Solutions and The Hackett Group has now been allocated based on the reporting unit level.unit's relative fair value. The carrying amount of goodwill by the new reporting units are The Hackett Group (including Benchmarking, Business Transformation, Business Transformation EPM, Strategy and Operations, Executive Advisory Programs and Robotics Process Automation) and Hackett Technology Solutions (including SAP ERP and AMS, Oracle EPM and EPM AMS). In assessing the recoverability of goodwill and intangible assets, we make estimates based on assumptions regarding various factors to determine if impairment tests are met. These estimates contain management’s judgment, using appropriate and customary assumptions available at the time. We performed our annual step one impairment test of our goodwillas follows (in thousands):

 

 

 

 

 

Foreign

 

 

 

 

 

 

December 31,

 

 

Additions/

 

 

Currency

 

 

December 30,

 

 

 

2021

 

 

Adjustments

 

 

Translation

 

 

2022

 

Global S&BT

 

$

58,378

 

 

$

-

 

 

$

(1,568

)

 

$

56,810

 

Oracle Solutions

 

 

16,699

 

 

 

 

 

 

 

 

 

16,699

 

SAP Solutions

 

 

9,993

 

 

 

 

 

 

 

 

 

9,993

 

Goodwill

 

$

85,070

 

 

$

-

 

 

$

(1,568

)

 

$

83,502

 

Income Taxes

Management’s judgement is required in the fourth quarter of fiscal 2017 and determined that goodwill was not impaired.

Other intangible assets are tested for potential impairment whenever events or changes in circumstances suggest that the carrying value of an asset may not be fully recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying amount to determine if there has been an impairment. The amount of an impairment is calculated as the difference between the fair valuecalculation of the asset and its carrying value. Estimates of future undiscounted cash flows are based on management’s view of growth rates for the related business, anticipated future economic conditions and estimates of residual values. Other intangible assets arise from business combinations and consist of customer relationships, customer


backlog, non-compete agreements and trademarks that are amortized on a straight-line or accelerated basis over periods of up to ten years.

Stock Based Compensation

We recognize compensation expense for awards of equity and liability instruments to employees based on the grant-date fair value of those awards, over the requisite service period, with limited exceptions.

Income Taxes

income tax provision. Deferred tax assets and liabilities are determined based on differences between the financial reporting carrying values and tax bases of assets and liabilities, and are measured by using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to reverse. Deferred income taxes also reflect the impact of certain state operating loss and tax credit carryforwards. A valuation allowance is provided if we believemanagement believes it is more likely than not that all or some portion of the deferred tax asset will not be realized. An increase or decrease in the valuation allowance if any, that resultsmay result from a change in circumstances, and which causestherefore a change in ourmanagement’s judgment about the realizability of the related deferred tax asset, is included in the current tax provision.asset.

WeManagement adopted a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance onreturn in regards to the de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. We report penalties

Please refer to Note 1 “Basis of Presentation and tax-related interest expense as a componentGeneral Information” to our consolidated financial statements included in our Annual Report on Form 10-K for the discussion of income tax expense.all of our critical accounting policies.

Results of Operations

Our fiscal year generally consists of a 52-week period and periodically consists of a 53-week period as each fiscal year ends on the Friday closest to December 31. Fiscal years 2017, 2016,2022 and 20152021 ended on December 29, 2017,30, 2022 and December 30, 2016, and January 1, 2016,31, 2021, respectively. References to a year included in this document refer to a fiscal year rather than a calendar year.

23


The following table sets forth, for the periods indicated, our results of operations and the percentage relationship to revenue before reimbursements of such results (in thousands, except per share amounts).thousands):

 

Twelve Months Ended

 

 

December 29,

 

 

 

 

December 30,

 

 

 

 

January 1,

 

 

 

 

2017

 

 

 

 

2016

 

 

 

 

2016

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue before reimbursements

$

263,252

 

 

100%

 

 

$

259,907

 

 

100%

 

 

$

234,581

 

 

100%

 

Reimbursements

 

22,610

 

 

 

 

 

 

 

28,654

 

 

 

 

 

 

 

26,359

 

 

 

 

 

Total revenue

 

285,862

 

 

 

 

 

 

 

288,561

 

 

 

 

 

 

 

260,940

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of service:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel costs

 

157,745

 

 

60%

 

 

 

157,515

 

 

61%

 

 

 

141,665

 

 

60%

 

Non-cash stock compensation expense

 

4,470

 

 

 

 

 

 

 

4,544

 

 

 

 

 

 

 

4,432

 

 

 

 

 

Acquisition-related compensation expense

 

1,582

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

 

 

Acquisition-related non-cash stock compensation expense

 

2,515

 

 

 

 

 

 

 

1,214

 

 

 

 

 

 

 

927

 

 

 

 

 

Reimbursable expenses

 

22,610

 

 

 

 

 

 

 

28,654

 

 

 

 

 

 

 

26,359

 

 

 

 

 

Total cost of service

 

188,922

 

 

 

 

 

 

 

191,927

 

 

 

 

 

 

 

173,383

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative costs

 

59,027

 

 

22%

 

 

 

57,974

 

 

22%

 

 

 

58,423

 

 

25%

 

Non-cash stock compensation expense

 

3,330

 

 

 

 

 

 

 

3,007

 

 

 

 

 

 

 

2,344

 

 

 

 

 

SARs-related non-cash compensation expense

 

-

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

2,658

 

 

 

 

 

Acquisition-related costs

 

378

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

 

 

Amortization of intangible assets

 

2,090

 

 

 

 

 

 

 

1,100

 

 

 

 

 

 

 

2,207

 

 

 

 

 

Total selling, general, and administrative expenses

 

64,825

 

 

25%

 

 

 

62,081

 

 

24%

 

 

 

65,632

 

 

28%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring costs

 

1,293

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

 

 

Total costs and operating expenses

 

255,040

 

 

 

 

 

 

 

254,008

 

 

 

 

 

 

 

239,015

 

 

 

 

 

Income from operations

 

30,822

 

 

12%

 

 

 

34,553

 

 

13%

 

 

 

21,925

 

 

9%

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(584

)

 

 

 

 

 

 

(387

)

 

 

 

 

 

 

(409

)

 

 

 

 

Income from operations before income taxes

 

30,238

 

 

11%

 

 

 

34,166

 

 

13%

 

 

 

21,516

 

 

9%

 

Income tax expense

 

2,884

 

 

1%

 

 

 

12,625

 

 

5%

 

 

 

7,707

 

 

3%

 

Net income

$

27,354

 

 

10%

 

 

$

21,541

 

 

8%

 

 

$

13,809

 

 

6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per common share

$

0.85

 

 

 

 

 

 

$

0.66

 

 

 

 

 

 

$

0.43

 

 

 

 

 

 

 

Year Ended

 

 

 

 

 

 

 

 

 

 

December 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Revenue:

 

 

 

 

 

 

Revenue before reimbursements

 

$

289,688

 

 

$

277,583

 

Reimbursements

 

 

4,054

 

 

 

1,226

 

Total revenue

 

 

293,742

 

 

 

278,809

 

Costs and expenses:

 

 

 

 

 

 

Cost of service:

 

 

 

 

 

 

Personnel costs before reimbursable expenses
   (includes $6,201 and $6,766 of stock compensation
   expense in 2022 and 2021, respectively)

 

 

174,112

 

 

 

171,920

 

Reimbursable expenses

 

 

4,054

 

 

 

1,226

 

Total cost of service

 

 

178,166

 

 

 

173,146

 

 

 

 

 

 

 

 

Selling, general and administrative costs
     (includes $4,066 and $3,356 of stock compensation
     expense in 2022 and 2021, respectively)

 

 

60,979

 

 

 

59,187

 

Restructuring and asset impairment settlement

 

 

(651

)

 

 

 

Total costs and operating expenses

 

 

238,494

 

 

 

232,333

 

Operating income

 

 

55,248

 

 

 

46,476

 

Other expense, net:

 

 

 

 

 

 

Interest expense, net

 

 

(144

)

 

 

(95

)

Income from continuing operations before income taxes

 

 

55,104

 

 

 

46,381

 

Income tax expense

 

 

14,302

 

 

 

4,829

 

Income from continuing operations

 

 

40,802

 

 

 

41,552

 

Loss from discontinued operations (net of taxes)

 

 

 

 

 

(7

)

Net income

 

$

40,802

 

 

$

41,545

 

 

 

 

 

 

 

 


Comparison of 20172022 to 20162021

Overview. For the fiscal year 2017,2022, total revenue before reimbursements increased 1.3%5% to $263.3$293.7 million, andas compared to fiscal year 2021, primarily driven by increased total revenue from our Global S&BT segment of 16%, or $23.4 million, as compared to 2021. Diluted earnings per share increased 29%, as compared to the same period$1.28 in 2022 from $1.26 in 2021. Fiscal year 2021 results included a $5.3 million software sale transaction which was recorded in the prior year. Fiscal year 2017second quarter of 2021 and a tax benefit of $7.7 million for the exercise of 2.9 million SARs which was recorded in the fourth quarter of 2021. Together, these items positively impacted net income for 2021 by $13.0 million and dilutive earnings per share was favorably impacted by tax benefit for the revaluation of the deferred tax liabilities as a result of the recently enacted tax legislation and the change in accounting for the vesting of share-based awards.$0.33.

Revenue. We are a global company with operations primarily in the United States and Western Europe. Our revenue is denominated in multiple currencies, primarily the U.S. Dollar, British Pound Euro and Australian Dollar,Euro, and as a result is affected by currency exchange rate fluctuations. The impact of the currency fluctuation did not have a significant impact on comparisons between 20172022 and 2016.2021. Revenue is analyzed based on geographic location of engagement team personnel.

Our total Company revenue before reimbursementsfrom continuing operations increased 1.3%5%, to $263.3$293.7 million in 2017,2022, as compared to $259.9$278.8 million in 2016. Our domestic2021. The 2021 revenue decreased 4%, butincluded a $5.3 million software sale transaction which was offset by our international growthrecorded in the second quarter of 36%. Gross revenue decreased in 2017 to $285.9 million from $288.6 million2021 as a resultmentioned above.

In 2022 one customer accounted for 7% of our decreasetotal revenue and in revenue related to reimbursable expenses. Reimbursable expenses are project and travel-related expenses passed through to a client with no margin associated with them. Reimbursable expenses as a percentage of net revenue were 8.6% during 2017 and 11.0% in 2016. The decrease in reimbursable expenses is primarily driven by lower expense ratios resulting from the recent acquisitions and the increase in “IP as a service” revenue, both which historically drive much lower levels of reimbursable expenses.  In 2017 and 2016,2021 no customer accounted for more than 5% of our total revenue.

Hackett domesticSegment revenue. Effective in the third quarter of 2022, the Company reorganized its operating and internal reporting structure to better align with its primary market solutions. Due to the reorganization, management made the determination to present three reportable segments: Global S&BT, Oracle Solutions and SAP Solutions. Global S&BT includes S&BT Consulting, Benchmarking, Advisory Services, Intellectual Property as-a-Service (IPASS) and OneStream. Oracle Solutions and SAP Solutions support the two fundamentally distinct ERP systems: Oracle and SAP.

24


The following table sets forth total revenue by reportable operating segment, which includes reimbursable expenses related to project travel-related expenses passed through to a client with no associated operating margin (in thousands):

 

 

Year Ended

 

 

 

December 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Global S&BT

 

$

169,660

 

 

$

146,224

 

Oracle Solutions

 

 

76,320

 

 

 

74,886

 

SAP Solutions

 

 

47,762

 

 

 

57,699

 

Total revenue

 

$

293,742

 

 

$

278,809

 

Global S&BT total revenue increased 16% in 2022, to $169.7 million, as compared to $146.2 million in 2021 reflecting the continued sequential growth since the second quarter of 2020 and continuing demand for digital transformation investments. Global S&BT represented 58% of the Company's total revenue. In addition to solid performance from our transformation consulting groups, our IP-based higher-margin Executive Advisory, IPaaS and Market Intelligence offerings grew more than 20%. Our annualized contract value from the segment recurring revenues also grew over 20%. The success and market opportunity for our IP offerings highlight the reasons why we have accelerated our sales and product development investments in this area.

Oracle Solutions total revenue increased to $76.3 million in 2022, as compared to $74.9 million in 2021. Our Oracle Solutions segment revenues were slightly up for the year as the group struggled to maintain its early year momentum. Although client activity remains strong this was the segment where we experienced the most volatility in client decision in the second half of the year.

SAP Solutions total revenue decreased to $47.8 million in 2022, from $57.7 million in 2021. Total SAP Solutions revenue in 2021 included a $5.3 million software sale transaction which was recorded in the second quarter of 2021. The decrease in revenue in 2022 as compared to 2021, excluding the software sale transaction, was primarily the result of strong 2021 results which benefitted from several large global engagements with larger than normal subcontractor levels, partially offset by strong software transaction activity in the third and fourth quarters of 2022.

Reimbursements as a percentage of total revenue were 1.4% in 2022 and 0.4% in 2021. Reimbursements are project travel-related expenses passed through to a client with no associated operating margin. We have experienced increased client-related travel since the transition to a remote delivery model, however we do not expect reimbursements to return to pre-pandemic levels.

Cost of Service. Cost of service consists of personnel costs before reimbursements was down 6%reimbursable expenses, which includes salaries, benefits and incentive compensation for consultants and subcontractor fees, acquisition-related cash and stock compensation costs, non-cash stock compensation expense, and reimbursable expenses which are travel and other expenses passed through to a client and are associated with projects.

Personnel costs before reimbursable expenses, increased slightly to $174.1 million in 2017,2022, as revenue was adversely impactedcompared to $171.9 million in 2021. The higher costs in 2022 were primarily as a result of the transitionhiring activities to support business growth. Personnel costs as a percentage of total revenue decreased to 59% in 2022 from on- premise to cloud application migration.  The decrease of the domestic Hackett revenue62% in 2021.

Non-cash stock-based compensation expense, included in personnel costs before reimbursable expenses, was offset by strong Hackett international growth of 36%, primarily$6.2 million in Europe, during 2017,2022, as compared to the same period$6.4 million in the prior year.  Our international revenue accounted for 19% of our total revenue2021.

Acquisition related non-cash stock-based compensation expense, included in 2017,personnel costs before reimbursable expenses, was $15 thousand in 2022, as compared to 14%$406 thousand in 2016.2021. This cost was related to equity issued in relation to acquisitions which has vested over the years resulting in lower compensation expense.

SAP Solutions revenue before reimbursements increased 5%, to $39.9 million, during 2017, as compared to $38.1 million in the in 2016.

Cost of Service. Cost of serviceSelling, General and Administrative Costs (“SG&A”). SG&A primarily consists of salaries, benefits and incentive compensation for consultantsthe selling, marketing, administrative and subcontractor fees; acquisition-related cash and stock compensation costs;executive employees, non-cash stock compensation expense; and reimbursable expenses associated with projects.

Personnel costs remained relatively consistent with an increase to $157.7 million in 2017 from $157.5 million in 2016. Personnel costs before reimbursable expenses, as a percentage of revenue before reimbursements also remained relatively consistent at 60% in 2017, as compared to 61% in 2016. 

Non-cash stock compensation expense, was $4.5 million in both 2017 and 2016.

Acquisition related compensation costsamortization of $1.6 million for 2017 relate to the accrual for the cash portion of the Aecus contingent consideration to be paid to the selling shareholders and key personnel, and the cash portion of the Jibe contingent consideration that is to be paid to key personnel, all of which are subject to service vesting and as a result is recorded as compensation expense. See Note 15, “Acquisitions” to our consolidated financial statements included in this Annual Report on Form 10-K.

Acquisition related non-cash stock compensation expense in 2017 primarily related to our EPM AMS acquisition of Technolab in fiscal 2014 and the Jibe and Aecus acquisitions in 2017. See Note 15, “Acquisitions” to our consolidated financial statements included in this Annual Report on Form 10-K.

Selling, General and Administrative (“SG&A”). SG&A costs, excluding non-cash compensation expense,intangible assets, acquisition related costs and the amortization of intangible assetsvarious other overhead expenses.

SG&A costs increased 2%3%, to $59.0$61.0 million in 2017, from $58.02022, as compared to $59.2 million in 2016.2021. This increase in the costs was primarily due to increased non-client billable expenses and increased investments in sales and marketing and information technology. SG&A costs as a percentage of total revenue before reimbursements were 22% in21% during both 20172022 and 2016.2021.

Non-cash stock-based compensation expense, included in total SG&A, increased to $3.3 was $4.1million in 2017,2022, as compared to $3.0$3.4 million in 2016.2021. The increase primarily relatedin the compensation expense in 2022 is due to the performance-based equityhigher incentive compensation which was driven byexpense commensurate with Company performance in 2016. See Note 10, “Stock Based Compensation” to our consolidated financial statementsperformance.

25


Amortization expense, included in this Annual Report on Form 10-K for further information.

Amortization expenseSG&A, was $2.1$0.2 million in 2017,2022, as compared to $1.1$1.0 million in 2016.2021. The amortization expense in 2017 relatesrelated to the amortization of the intangible assetsasset acquired in our 2014 EPM AMS acquisition of Technolab, our acquisitions of Jibe and Aecus in the second quarter of 2017 and the buyout of our partner’s joint venture interest in the CGBS Training and Certification Programs.Programs in 2017. The intangible assets relate to the customer relationship, trademarks, customer backlog and non-compete agreements. The Technolab intangible assets will continue to amortize through 2018, the Jibe and Aecus intangible assets will continue to amortize until 2022 and the CGBS Training and Certification intangible asset will amortize until 2027.


Restructuring Costs. In 2017, we recorded restructuring costs primarily related to the transitionacquisitions have been fully amortized as of resources driventhe second quarter of 2022.

Segment Profit. Segment profit consists of the revenue generated by our migration from on premise softwarethe segment, less the direct costs of revenue and selling, general and administrative expenses that are incurred directly by the segment. Items not allocated to cloud-based implementations as well as the Jibe acquisition,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 compensation, depreciation and amortization expense, interest expense and the rationalization of global resourcesrestructuring charges and reversals.

Global S&BT segment profit increased to $61.3 million in 2022, as compared to $49.3 million in 2021. This increase was primarily a result of the emergence of RPA related engagementsincreased revenue from our Aecus acquisition.  higher margin executive advisory, IPaaS and market intelligence offerings, which grew more than 20%, as discussed above.

Interest expense. In 2017, we recorded interest expense of $584 thousand,

Oracle Solutions segment profit decreased slightly to $15.3 million in 2022, as compared to $387 thousand$15.7 million in 2016. The increase2021. On the operating side, we continued to expand the segment offshore leverage throughout the year and also added senior sales and practice leaders in interest expensethe latter part of the year to strengthen our team.

SAP Solutions segment profit decreased to $12.8 million in 2017,2022, as compared to 2016 primarily relates to$18.8 million in 2021. SAP Solutions segment profit in 2021 included a $5.3 million software sales transaction. Although total revenue was down, the higher average outstanding debt balance during 2017.segment reported solid segment profits for the year aided by increasing software activity.

Income Taxes. During 2017,2022, we recorded $2.9$14.3 million of income tax expense related to certain federal, foreignstate and stateforeign taxes which reflected an effective tax rate of 9.5%26%. During the first quarter of 2017,2021, we recorded no$4.8 million of income tax expense as a result of the adoption of a new pronouncement relating to the accounting on the vesting of share-based awards. During the fourth quarter of fiscal 2017 we recorded a tax benefit related to the revaluation of our deferred tax liabilities as a result of the adoption of the 2017 Tax Act on December 22, 2017. Excluding the effect of the new pronouncement and the new tax reform legislation, the effective tax rate would have been 35.5% for certain federal, state and foreign and state taxes for 2017. In 2016, we recorded income tax expense of $12.6 million which reflected an effective tax rate of 37.0%10%. The lower tax rate in both periods for certain federal, foreign and state taxes.

Comparison of 2016 to 2015

Overview.  Our continued strong U.S. demand drove our results as our momentum was realized across virtually all of our U.S. practices. For the fiscal year 2016, revenue increased 10.6% to $288.6 million and earnings per share increased 53%, as compared to the same period in the prior year. Fiscal year 2015 earnings per share was unfavorably impacted by non-recurring, non-cash compensation expense relating to performance-based Stock Appreciation Rights issued in 2012.

Revenue. We are a global company with operations primarily in the United States and Western Europe.  Our revenue is denominated in multiple currencies, primarily the U.S. Dollar, British Pound, Euro and Australian Dollar, and as a result is affected by currency exchange rate fluctuations. The impact of the currency fluctuation did not have a significant impact on comparisons between 2016 and 2015. Revenue is analyzed based on geographic location of engagement team personnel. 

Our total Company revenue increased 10.6%, to $288.6 million in 2016, as compared to $260.9 million in 2015. Our strong 2016 results were driven by over 13% revenue growth from our North American service offerings. By consolidating several of our Hackett practices, we have seen improvement in collaboration and cross-selling which has allowed us to serve clients more broadly. As an example, revenue from our top twenty U.S. clients this year grew just over 20% from the prior year. Our domestic growth was partially offset by weak European revenue which has decreased 2.9% year over year. Our international revenue accounted for 14% of our total revenue in 2016, as compared to 16% in 2015.

Reimbursements as a percentage of total revenue were 10% during both 2016 and 2015. In 2016 and 2015, no customer accounted for more than 5% of our total revenue.

Total Cost of Service. Cost of service consists of personnel costs, which are comprised of salaries, benefits incentive compensation for consultants and subcontractor fees; non-cash stock compensation expense; and reimbursable expenses associated with projects.

Personnel costs increased 11% to $157.5 million in 2016 from $141.7 million in 2015. The increase in the absolute dollar amount was primarily a result of increased employee headcount and higher subcontractor costs to support increasing revenue. Personnel costs before reimbursable expenses, as a percentage of revenue before reimbursements remained relatively constant at 61% in 2016, as compared to 60% in 2015. 

Non-cash compensation expense included in total cost of service was comparable at $4.5 million in 2016, as compared to $4.4 million in 2015. Acquisition-related stock compensation expense included in total cost of service was $1.2 million in 2016, as compared to $0.9 million in 2015. The increase in the acquisition-related stock compensation expense was primarily related to the finalization of the earn-out equity granted related to the acquisition of Technolab International Corporation (“Technolab”).

Total Selling, General and Administrative (“SG&A”). SG&A costs, excluding non-cash compensation expense, SARs-related non-cash compensation expense and the amortization of intangible assets decreased 1% to $58.0 million in 2016, from $58.4 million in 2015. SG&A costs as a percentage of revenue before reimbursements were 22% in 2016 and 25% in 2015 due to the improved leverage from increased revenue.

Non-cash compensation expense included in total SG&A increased to $3.0 million in 2016, as compared to $2.3 million in 2015. The increase primarily related to the performance-based equity compensation which was driven by Company performance. SARs-related non-cash compensation expense included in total SG&A decreased $2.7 million in 2016, as compared to 2015, due to the non-recurring, non-cash stock compensation expense related to the performance-based SARs awards tied to the achievement of the pro-forma EBITDA performance target. This expense represented 100% of the non-cash compensation expense for these equity awards. See Note 9, “Stock Based Compensation” to our consolidated financial statements included in this Annual Report on Form 10-K for further information.


Amortization expense was $1.1 million and $2.2 million in 2016 and 2015, respectively. The amortization expense in 2016 and 20152021 was primarily due to the amortization of the intangible assets acquired in our 2014 EPM AMS acquisition of Technolab. The decrease in the amortization expense primarily related to the full amortization at the end of 2015 of the customer backlog and tradename. The intangibles related to the customer relationship and non-compete agreement will continue to amortize through 2018.

Income Tax Expense. In 2016, we recorded income tax expense of $12.6 million, which reflected an effective tax rate of 37.0% for certain federal, foreign and state taxes. In 2015, we recorded income tax expense ofa $7.7 million which reflected an effective tax ratebenefit resulting from the exercise of 35.8% for certain federal, foreign and state taxes.2.9 million SARs.

Liquidity and Capital Resources

As of December 29, 201730, 2022 and December 30, 2016,31, 2021, we had $17.5 $30.3million and $19.7$45.8 million, respectively, of cash, and cash equivalents, respectively.as of December 30, 2022 we had $59.7 million outstanding debt under our credit facility, net of deferred debt costs, and no balance outstanding in the prior year. We currently believe that available funds, (includingincluding the cash on hand and funds available for borrowing under the revolving line),our credit facility, and cash flows generated by operations will be sufficientenough to fund our cash requirements, including working capital, debt payments, lease obligations and capital expenditure requirementsexpenditures for at least the next twelve months.months and beyond. We may decide to raise additional funds in order to supportfund expansion, to develop new or further enhance products and services, to respond to competitive pressures, or to acquire complementary businesses or technologies. There is no assurance however, that additional financing willwould be available when needed or desired.

The following table summarizes our cash flow activity (in thousands):

 

Year Ended

 

 

Year Ended

 

 

December 29,

 

 

December 30,

 

 

December 30,

 

December 31,

 

 

2017

 

 

2016

 

 

2022

 

 

2021

 

Cash flows provided by operating activities

 

$

26,512

 

 

$

32,889

 

 

$

58,904

 

 

$

46,353

 

Cash flows used in investing activities

 

$

(17,524

)

 

$

(3,179

)

 

$

(4,656

)

 

$

(3,242

)

Cash flows used in financing activities

 

$

(11,181

)

 

$

(33,499

)

 

$

(69,736

)

 

$

(46,739

)

Cash Flows from Operating Activities

Net cash provided by operating activities was $26.5$58.9 million in 2017,2022, as compared $32.9to $46.4 million in 2016.2021. In 2017, 2022, the net cash provided by operating activities was primarily due to net income adjusted for non-cash items, a decrease in the income tax receivable and an increase in income tax liabilities, partially offset by increased accounts receivable and unbilled revenue and decreasedthe decrease in accrued expensesliabilities and other liabilitiesaccruals primarily due to payments to vendors and the payout of 20162021 incentive compensation.compensation payments. In 2016,2021, the net cash provided by operating activities was primarily due to net income adjusted for non-cash items, and an increase in contract liabilities and incentive compensation, partially offset by increased accounts receivable and unbilled revenue.  contract assets.

Cash Flows from Investing Activities

Net cash used in investing activities was $17.5$4.7 million in 2017,2022, as compared to $3.2 million in 2016. In 2017, the2021. During both periods, cash utilizedflows used in investing included cash paid for the Jibe and Aecus acquisitions, and for the buyout of our interest in the CGBS Training and Certification Program for a total cash outflow of $11.3 million. In addition, cash was utilized for capital expenditures of $6.5 millionactivities primarily related to investments for the development of theour Hackett AcademyConnect Executive Advisory

26


Member Platform, Market Intelligence Programs, IPaaS and our benchmark technology, as well as further investments in internal corporate systems.  In 2016, the cash utilized in investing included capital expenditures of $3.2 million on the continued development of our Quantum Leap benchmark technology and the purchaseDigital Transformation technologies. The investing activities in 2022 also included purchases of computer equipment as a result of the increase in headcount.equipment.

Cash Flows from Financing Activities

Net cash used in financing activities was $11.2$69.7 million in 2017 and $33.52022, as compared to $46.7 million in 2016.2021. The usage of cash in 20172022 was primarily related to the cost of the repurchase of $11.3 million of Company common stock under the Company’sour share repurchase program $4.4of $116.6 million, was utilized to satisfyinclusive of the transaction related costs, employee net vesting-relatedvesting related tax withholding requirements of $3.2 million, and $8.7dividend payments of $10.4 million, was utilized to fund shareholder dividends. These cash uses werepartially offset by the net borrowings under$60.0 million drawdown of our credit facility of $12.0 million.facility. The usage of cash in 20162021 was primarily related to the cost of the repurchase of $30.1 million of Company common stock under the Company’sour share repurchase program $4.0of $13.0 million, was utilized to satisfy employee net vesting-relatedvesting related tax withholding requirements of $21.6 million, including the exercise of 2.9 million SARs, and $7.2dividend payments of $12.9 million.

Material Cash Requirements

Debt Payments and Lease Obligations

On November 7, 2022, we amended and restated our credit agreement in order to extend the maturity date of our Credit Facility and provide the Company with an additional $55 million was utilizedin borrowing capacity, for an aggregate amount of up to fund shareholder dividends.  These uses$100 million. See Note 8, “Credit Facility,” to our consolidated financial statements included in this Annual Report on Form 10-K for more information. As of cash were partially offset by theDecember 30, 2022, we had $59.7 million of outstanding borrowings, net borrowingsof deferred debt costs, under our revolving line of credit, facilityleaving us with borrowing capacity of $7.0approximately $40.0 million.


Contractual Obligations See Note 8 for more information.

There were no material capital commitments as of December 29, 2017.30, 2022. The following table summarizes our future principal payments under our future Credit AgreementFacility and future lease commitments under our non-cancelable operating leases as of December 29, 201730, 2022 (in thousands):

Contractual Obligations

 

Total

 

 

Less Than

1 Year

 

 

1-3 Years

 

 

4-5 Years

 

 

More Than

5 Years

 

 

Total

 

 

Less Than
1 Year

 

 

More Than 1 Year

 

 

4-5 Years

 

 

More Than
5 Years

 

Short-term debt obligations (1)

 

$

 

 

 

$

 

 

 

$

 

 

 

$

 

 

 

$

 

 

Operating lease obligations

 

$

 

1,600

 

 

$

 

1,037

 

 

$

 

563

 

 

$

 

 

 

$

 

 

Long-term debt obligations (1)

 

 

 

19,000

 

 

 

 

 

 

 

 

 

 

 

 

19,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

60,000

 

 

 

 

 

Operating lease obligations

 

 

 

7,216

 

 

 

 

2,161

 

 

 

 

3,184

 

 

 

 

1,742

 

 

 

 

129

 

Total

 

$

 

26,216

 

 

$

 

2,161

 

 

$

 

3,184

 

 

$

 

20,742

 

 

$

 

129

 

 

$

 

1,600

 

 

$

 

1,037

 

 

$

 

563

 

 

$

 

60,000

 

 

$

 

 

(1)

Excludes the fee on the amount of any unused commitment that we may be obligated to pay under our Credit Agreement, as such amounts vary and cannot be estimated. See Note 8 to our consolidated financial statements included in this Annual Report on Form 10-K.

Off-Balance Sheet Arrangements

We did not have(1) Excludes interest charges on borrowings, the fee on the amount of any off-balance sheet arrangementsunused commitment that we may be obligated to pay under our revolving credit facility as such amounts vary and the deferred debt costs. See Note 8, in the notes to consolidated financial statements for additional information.

Capital Expenditures

There were no material commitments for capital expenditures as of December 30, 2022. Our capital expenditures primarily consist of investments related to the continued development of our Quantum Leap benchmark technologies and laptop purchases. During the years ended December 30, 2022, and December 31, 2021, our capital expenditures were $4.7 million and $3.2 million, respectively. We expect capital expenditures for the year ended December 29, 2017.2023, to approximate the capital expenditures in 2022.

Taxes

Cash paid for income taxes was $4.6 million and $9.1 million for the years ended December 30, 2022, and December 31, 2021, respectively.As a result of a tax deduction related to the exercise of 2.9 million SARs in 2021, we recorded an income tax receivable

27


as of December 31, 2021, of $3.4 million, as compared to an income tax liability as of December 30, 2022 of $5.8 million. See Note 9, “Income Taxes” to our consolidated financial statements included in this Annual Report on Form 10-K for further information.

Dividends and Share Repurchases

During the fiscal year 2022, our Board of Directors approved four quarterly dividends payments of $0.11 per share totaling $13.4 million. Subsequent to our completion of the tender offer transaction, we expect dividend payments in 2023 to be approximately $12.0 million.

We have an ongoing authorization from our Board of Directors to repurchase shares of our common stock. During 2022, we repurchased 4.9 million shares of common stock at an average price per share of $23.69, for a total cost of $116.6 million, including the shares repurchased under the tender offer transaction and transaction fees. As of December 30, 2022, we had $14.7 million share repurchase authorization remaining. Subsequent to fiscal 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 $18.96 per share. Including these repurchases, we had approximately $14.0 million available for future repurchases under the plan as of March 3, 2023.

Shares purchased under the repurchase plan do not include shares withheld to satisfy withholding tax obligations. These withheld shares are never issued and in lieu of issuing the shares, taxes were paid on our employee’s behalf. In 2022, 0.2millionshares were withheld and not issued for a cost of $3.2 million, bringing the total cumulative cash used to repurchase stock in 2022 to $119.8 million, including the tender offer transaction and related transaction fees. In 2021, 1.1 million shares were withheld and not issued for a cost of $21.6 million, bringing the total cumulative cash used to repurchase stock in 2021 to $34.6 million, which included the net settlement of the 2.9 million SARs for a cost of $19.7 million.

Recently Issued Accounting Standards

For discussion of recently issued accounting standards, see Note 1 to our consolidated financial statements included in this Annual Report on Form 10-K.

ITEM 7A . 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of December 29, 2017,30, 2022, our exposure to market risk related primarily to changes in interest rates and foreign currency exchange rate risks.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to the Credit Facility,credit facility, which is subject to variable interest rates. The interest rates per annum applicable to loans under the Credit Facilitycredit facility will be, at our option, equal to either a base rate or a LIBORBloomberg short-term bank yield index rate ("BSBY rate") for one-, two-, three- or nine-month interest periods chosen by us in each case, plus an applicable margin percentage. A 100 basis100-basis point increase in our interest rate under our Credit Facilitycredit facility would not have had a material impact on our 20172022 results of operations.

Exchange Rate Sensitivity

We face exposure to adverse movements in foreign currency exchange rates, as a portion of our revenue, expenses, assets and liabilities are denominated in currencies other than the U.S. Dollar, primarily the British Pound, the Euro, the Canadian Dollar and the Australian Dollar. The CompanyWe recognized lossesincome related to foreign currency exchange of $0.7$1.4 million, $130 thousand, and $0.2 million$49 thousand in 20172022, 2021 and 2015, respectively, and income of $0.6 million in 2016.2020, respectively. These exposures may change over time as business practices evolve. Currently, we do not hold any derivative contracts that hedge our foreign currency risk, but we may adopt such strategies in the future.

For a discussion of the risks we face as a result of foreign currency fluctuations, see “Item 1A. Risk Factors” in Part I of this report.


28


 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

THE HACKETT GROUP, INC.

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID:49)

2830

Consolidated Balance Sheets as of December 29, 201730, 2022 and December 30, 2016 31, 2021

2932

Consolidated Statements of Operations for the Years Ended December 29, 2017,30, 2022, December 30, 2016,31, 2021, and January 1, 20162021

3033

Consolidated Statements of Comprehensive Income for the Years Ended December 29, 2017,30, 2022, December 30, 2016,31, 2021, and January 1, 20162021

3134

Consolidated Statements of Shareholder s’Shareholders’ Equity for the Years Ended December 29, 2017,30, 2022, December 30, 2016,31, 2021, and January 1, 20162021

3235

Consolidated Statements of Cash Flows for the Years Ended December 29, 2017,30, 2022, December 30, 2016,31, 2021, and January 1, 20162021

3336

Notes to Consolidated Financial Statements

3437

Schedule II – Valuation and Qualifying Accounts and Reserves

5558

29


 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMReport of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of The Hackett Group, Inc.

Opinion on Thethe Financial Statements

We have audited the accompanying consolidated balance sheets of The Hackett Group, Inc. and its subsidiaries (the Company) as of December 29, 201730, 2022 and December 30, 2016,31, 2021, the related consolidated statements of operations, comprehensive income, shareholders’shareholders' equity and cash flows for each of the three years in the period ended December 29, 2017,30, 2022, and the related notes to the consolidated financial statements and schedulesschedule (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of The Hackett Group, Inc.the Company as of December 29, 201730, 2022 and December 30, 2016,31, 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 29, 2017,30, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’sCompany's internal control over financial reporting as of December 29, 2017,30, 2022, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 8, 20183, 2023 expressed an unqualified opinion on the effectiveness of The Hackett Group, Inc.’sthe Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits include performing procedures Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition for Fixed-Fee Billing Arrangements

As described in Note 1 to the consolidated financial statements, the Company generates substantially all of its revenue from providing professional services to its clients. In fixed-fee billing arrangements, the Company agrees to a pre-established fee or fee cap in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenue under these arrangements using an input method approach, which is a subjective process based on work completed to-date as compared to estimates of the total services to be provided under the engagement. Estimates of total engagement revenue and cost of services are monitored regularly during the term of the engagement.

We identified the measurement of progress for the purpose of revenue recognition under fixed-fee billing arrangements as a critical audit matter. Auditing management’s assumptions to estimate total engagement revenue and cost of services for the contract performance obligations used to recognize revenue for fixed-fee billing arrangements, involved a high degree of subjectivity and increased audit effort.

30


 

Our audit procedures related to the Company’s revenue recognition for fixed-fee billing arrangements included the following, among others:

We obtained an understanding of the relevant controls related to fixed-fee billing arrangements and tested such controls for design and operating effectiveness, including controls over management’s estimation of the amount of revenue to recognize for customer contracts where revenue is recognized over time as work progresses.
We evaluated management’s ability to estimate progress towards completion by performing a historical review of completed contracts to determine the accuracy and precision of the Company’s estimation process. During this analysis we evaluated completed contracts in order to determine if previous estimates to complete were consistent with actual hours incurred to complete the contract.
We tested a sample of fixed-fee billing arrangements as follows:
o
Evaluated whether the contracts were properly included in management’s calculation of estimated contract revenue based on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward completion of the performance obligations.
o
Compared the transaction prices to the consideration expected to be received based on current rights and obligations under the contracts and any modifications or change orders that were agreed upon with the customers.
o
Assessed the terms in the customer agreement and evaluated the appropriateness of management’s identification of performance obligations based on the underlying goods and services included in the contract.
o
Tested the completeness and accuracy of management’s calculation of progress toward completion to date for the performance obligations by comparing actual costs incurred to date to source documents and recalculating revenue recognized based on actual costs incurred to date as a percentage of total estimated costs.
o
Evaluated management’s estimates of costs to complete the performance obligations by comparing the inputs to source documents.

/s/ RSM US LLP

We have served as the Company’sCompany's auditor since 2015.

Miami, Florida

March 3, 2023

31


 

/s/ RSM US LLP

Fort Lauderdale, Florida

March 9, 2018


THE HACKETT GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

December 29,

 

 

December 30,

 

 

December 30,

 

December 31,

 

 

2017

 

 

2016

 

 

2022

 

 

2021

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

17,512

 

 

$

19,710

 

 

$

30,255

 

 

$

45,794

 

Accounts receivable and unbilled revenue, net of allowance of $2,601 and $2,574

at December 29, 2017 and December 30, 2016, respectively

 

 

55,262

 

 

 

47,399

 

Accounts receivable and contract assets, net of allowance of $856 and $2,702
at December 30, 2022 and December 31, 2021, respectively

 

 

48,376

 

 

 

50,616

 

Prepaid expenses and other current assets

 

 

2,511

 

 

 

1,704

 

 

 

2,535

 

 

 

5,766

 

Total current assets

 

 

75,285

 

 

 

68,813

 

 

 

81,166

 

 

 

102,176

 

Property and equipment, net

 

 

18,851

 

 

 

14,774

 

 

 

19,359

 

 

 

18,026

 

Other assets

 

 

6,021

 

 

 

3,336

 

 

 

268

 

 

 

620

 

Goodwill

 

 

85,074

 

 

 

72,376

 

 

 

83,502

 

 

 

85,070

 

Operating lease right-of-use assets

 

 

698

 

 

 

1,649

 

Total assets

 

$

185,231

 

 

$

159,299

 

 

$

184,993

 

 

$

207,541

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

8,434

 

 

$

9,089

 

 

$

8,741

 

 

$

7,677

 

Accrued expenses and other liabilities

 

 

43,014

 

 

 

46,725

 

 

 

30,953

 

 

 

30,297

 

Contract liabilities

 

 

13,278

 

 

 

14,616

 

Income tax payable

 

 

5,759

 

 

 

 

Operating lease liabilities

 

 

870

 

 

 

2,299

 

Total current liabilities

 

 

51,448

 

 

 

55,814

 

 

 

59,601

 

 

 

54,889

 

Non-current accrued expenses and other liabilities

 

 

1,268

 

 

 

 

Non-current deferred tax liability, net

 

 

6,240

 

 

 

10,216

 

Long-term debt

 

 

19,000

 

 

 

7,000

 

Long-term deferred tax liability, net

 

 

6,877

 

 

 

7,325

 

Long-term debt, net

 

 

59,653

 

 

 

 

Operating lease liabilities

 

 

584

 

 

 

1,474

 

Total liabilities

 

 

77,956

 

 

 

73,030

 

 

 

126,715

 

 

 

63,688

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock, $.001 par value, 1,250,000 shares authorized, none issued and outstanding

 

 

 

 

 

 

Common stock, $.001 par value, 125,000,000 shares authorized; 55,744,893 and 54,785,193

shares issued at December 29, 2017 and December 30, 2016, respectively

 

 

56

 

 

 

55

 

Shareholders' equity:

 

 

 

 

 

Preferred stock, $.001 par value, 1,250,000 shares authorized, none issued and outstanding

 

 

 

 

 

 

Common stock, $.001 par value, 125,000,000 shares authorized; 60,147,720 and 59,631,003
shares issued at December 30, 2022 and December 31, 2021, respectively

 

 

60

 

 

 

60

 

Additional paid-in capital

 

 

288,297

 

 

 

277,100

 

 

 

308,325

 

 

 

300,288

 

Treasury stock, at cost, 26,945,776 and 26,197,981 shares at December 29, 2017 and

December 30, 2016, respectively

 

 

(134,054

)

 

 

(122,756

)

Accumulated deficit

 

 

(38,515

)

 

 

(56,581

)

Treasury stock, at cost, 33,277,459 and 28,357,145 shares at December 30, 2022 and December 31, 2021, respectively

 

 

(273,866

)

 

 

(157,294

)

Retained earnings

 

 

38,640

 

 

 

11,272

 

Accumulated other comprehensive loss

 

 

(8,509

)

 

 

(11,549

)

 

 

(14,881

)

 

 

(10,473

)

Total shareholders’ equity

 

 

107,275

 

 

 

86,269

 

Total liabilities and shareholders’ equity

 

$

185,231

 

 

$

159,299

 

Total shareholders' equity

 

 

58,278

 

 

 

143,853

 

Total liabilities and shareholders' equity

 

$

184,993

 

 

$

207,541

 

The accompanying notes are an integral part of the consolidated financial statements.


32


THE HACKETT GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

Year Ended

 

 

Year Ended

 

 

December 29,

 

 

December 30,

 

 

January 1,

 

 

December 30,

 

December 31,

 

January 1,

 

 

2017

 

 

2016

 

 

2016

 

 

2022

 

 

2021

 

 

2021

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue before reimbursements

 

$

263,252

 

 

$

259,907

 

 

$

234,581

 

 

$

289,688

 

 

$

277,583

 

 

$

234,810

 

Reimbursements

 

 

22,610

 

 

 

28,654

 

 

 

26,359

 

 

 

4,054

 

 

 

1,226

 

 

 

4,672

 

Total revenue

 

 

285,862

 

 

 

288,561

 

 

 

260,940

 

 

 

293,742

 

 

 

278,809

 

 

 

239,482

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of service:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel costs before reimbursable expenses

(includes $6,985, $5,758 and $5,359 of stock compensation

expense in 2017, 2016 and 2015, respectively)

 

 

166,312

 

 

 

163,273

 

 

 

147,024

 

Personnel costs before reimbursable expenses
(includes $
6,201, $6,766 and $7,319 of stock compensation
expense in 2022, 2021 and 2020, respectively)

 

 

174,112

 

 

 

171,920

 

 

 

161,696

 

Reimbursable expenses

 

 

22,610

 

 

 

28,654

 

 

 

26,359

 

 

 

4,054

 

 

 

1,226

 

 

 

4,672

 

Total cost of service

 

 

188,922

 

 

 

191,927

 

 

 

173,383

 

 

 

178,166

 

 

 

173,146

 

 

 

166,368

 

Selling, general and administrative costs

(includes $3,330, $3,007 and $5,002 of stock compensation

expense in 2017, 2016, and 2015, respectively)

 

 

64,825

 

 

 

62,081

 

 

 

65,632

 

Restructuring cost

 

 

1,293

 

 

 

 

 

 

 

Selling, general and administrative costs
(includes $
4,066, $3,356 and $2,421 of stock compensation
expense in 2022, 2021 and 2020, respectively)

 

 

60,979

 

 

 

59,187

 

 

 

53,984

 

Restructuring and asset impairment (settlement) charge

 

 

(651

)

 

 

 

 

 

10,488

 

Total costs and operating expenses

 

 

255,040

 

 

 

254,008

 

 

 

239,015

 

 

 

238,494

 

 

 

232,333

 

 

 

230,840

 

Operating income

 

 

30,822

 

 

 

34,553

 

 

 

21,925

 

 

 

55,248

 

 

 

46,476

 

 

 

8,642

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(584

)

 

 

(387

)

 

 

(409

)

Income from operations before income taxes

 

 

30,238

 

 

 

34,166

 

 

 

21,516

 

Other expense, net:

 

 

 

 

 

 

 

Interest expense, net

 

 

(144

)

 

 

(95

)

 

 

(126

)

Income from continuing operations before income taxes

 

 

55,104

 

 

 

46,381

 

 

 

8,516

 

Income tax expense

 

 

2,884

 

 

 

12,625

 

 

 

7,707

 

 

 

14,302

 

 

 

4,829

 

 

 

2,871

 

Income from continuing operations

 

 

40,802

 

 

 

41,552

 

 

 

5,645

 

Loss from discontinued operations (net of taxes)

 

 

 

 

 

(7

)

 

 

(172

)

Net income

 

$

27,354

 

 

$

21,541

 

 

$

13,809

 

 

$

40,802

 

 

$

41,545

 

 

$

5,473

 

Basic net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per common share from operations

 

$

0.95

 

 

$

0.74

 

 

$

0.47

 

Income per common share from continuing operations

 

$

1.30

 

 

$

1.38

 

 

$

0.19

 

Loss per common share from discontinued operations

 

0.00

 

 

0.00

 

 

 

(0.01

)

Basic net income per common share

 

$

1.30

 

 

$

1.38

 

 

$

0.18

 

 

 

 

 

 

 

 

Diluted net income per common share:

 

 

 

 

 

 

 

Income per common share from continuing operations

 

$

1.28

 

 

$

1.26

 

 

$

0.17

 

Loss per common share from discontinued operations

 

0.00

 

 

 

(0.00

)

 

 

(0.00

)

Diluted net income per common share

 

$

1.28

 

 

$

1.26

 

 

$

0.17

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

28,852

 

 

 

29,082

 

 

 

29,620

 

 

 

31,400

 

 

 

30,021

 

 

 

29,988

 

Diluted net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Income per common share from operations

 

$

0.85

 

 

$

0.66

 

 

$

0.43

 

Weighted average common and common equivalent shares outstanding

 

 

32,196

 

 

 

32,815

 

 

 

31,968

 

 

 

31,962

 

 

 

32,883

 

 

 

32,405

 

The accompanying notes are an integral part of the consolidated financial statements.


33


THE HACKETT GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

 

Year Ended

 

 

Year Ended

 

 

December 29,

 

 

December 30,

 

 

January 1,

 

 

December 30,

 

December 31,

 

January 1,

 

 

2017

 

 

2016

 

 

2016

 

 

2022

 

 

2021

 

 

2021

 

Net income

 

$

27,354

 

 

$

21,541

 

 

$

13,809

 

 

$

40,802

 

 

$

41,545

 

 

$

5,473

 

Foreign currency translation adjustment

 

 

3,040

 

 

 

(3,577

)

 

 

(1,807

)

Foreign currency translation adjustment, net of income taxes

 

 

(4,408

)

 

 

(905

)

 

 

982

 

Total comprehensive income

 

$

30,394

 

 

$

17,964

 

 

$

12,002

 

 

$

36,394

 

 

$

40,640

 

 

$

6,455

 

The accompanying notes are an integral part of the consolidated financial statements.


34


THE HACKETT GROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid in

 

 

Treasury Stock

 

 

Accumulated

 

 

Comprehensive

 

 

Shareholders’

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Accumulated

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Shares

 

 

Amount

 

 

Deficit

 

 

Loss

 

 

Equity

 

 

Common Stock

 

 

Paid in

 

Treasury Stock

 

 

Retained

 

Other

 

Total

 

Balance at January 2, 2015

 

 

53,203

 

 

$

53

 

 

$

264,912

 

 

 

(23,989

)

 

$

(91,335

)

 

$

(77,677

)

 

$

(6,165

)

 

$

89,788

 

Issuance of common stock

 

 

644

 

 

 

1

 

 

 

(1,543

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,542

)

 

 

 

 

 

 

 

 

 

 

 

Earnings

 

Comprehensive

 

Shareholders'

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Shares

 

 

Amount

 

 

(Deficit)

 

 

Loss

 

 

Equity

 

Balance at December 27, 2019

 

 

57,181

 

 

$

58

 

 

$

303,707

 

 

 

(27,425

)

 

$

(141,887

)

 

$

(13,714

)

 

$

(10,550

)

 

$

137,614

 

Issuance of common stock, net

 

 

415

 

 

 

 

 

 

(1,451

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,451

)

Treasury stock purchased

 

 

 

 

 

 

 

 

 

 

 

(149

)

 

 

(1,356

)

 

 

 

 

 

 

 

 

(1,356

)

 

 

 

 

 

 

 

 

 

 

 

(184

)

 

 

(2,367

)

 

 

 

 

 

 

 

 

(2,367

)

Amortization of restricted stock units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and common stock subject to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

vesting requirements

 

 

 

 

 

 

 

 

9,518

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,518

 

 

 

 

 

 

 

 

 

9,783

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,783

 

Dividends declared

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,266

)

 

 

 

 

 

(6,266

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,147

)

 

 

 

 

 

(9,147

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,809

 

 

 

 

 

 

13,809

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,473

 

 

 

 

 

 

5,473

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,807

)

 

 

(1,807

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

982

 

 

 

982

 

Balance at January 1, 2016

 

 

53,847

 

 

$

54

 

 

$

272,887

 

 

 

(24,138

)

 

$

(92,691

)

 

$

(70,134

)

 

$

(7,972

)

 

$

102,144

 

Issuance of common stock

 

 

938

 

 

 

1

 

 

 

(3,032

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,031

)

Balance at January 1, 2021

 

 

57,596

 

 

$

58

 

 

$

312,039

 

 

 

(27,609

)

 

$

(144,254

)

 

$

(17,388

)

 

$

(9,568

)

 

$

140,887

 

Issuance of common stock, net

 

 

2,035

 

 

 

2

 

 

 

(20,812

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(20,810

)

Treasury stock purchased

 

 

 

 

 

 

 

 

 

 

 

(2,059

)

 

 

(30,065

)

 

 

 

 

 

 

 

 

(30,065

)

 

 

 

 

 

 

 

 

 

 

 

(749

)

 

 

(13,040

)

 

 

 

 

 

 

 

 

(13,040

)

Amortization of restricted stock units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and common stock subject to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

vesting requirements

 

 

 

 

 

 

 

 

7,245

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,245

 

 

 

 

 

 

 

 

 

9,061

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,061

 

Dividends declared

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,988

)

 

 

 

 

 

(7,988

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,885

)

 

 

 

 

 

(12,885

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,541

 

 

 

 

 

 

21,541

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

41,545

 

 

 

 

 

 

41,545

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,577

)

 

 

(3,577

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(905

)

 

 

(905

)

Balance at December 30, 2016

 

 

54,785

 

 

$

55

 

 

$

277,100

 

 

 

(26,197

)

 

$

(122,756

)

 

$

(56,581

)

 

$

(11,549

)

 

$

86,269

 

Issuance of common stock

 

 

960

 

 

 

1

 

 

 

(3,211

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,210

)

Balance at December 31, 2021

 

 

59,631

 

 

$

60

 

 

$

300,288

 

 

 

(28,358

)

 

$

(157,294

)

 

$

11,272

 

 

$

(10,473

)

 

$

143,853

 

Issuance of common stock, net

 

 

517

 

 

 

 

 

 

(2,347

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,347

)

Treasury stock purchased

 

 

 

 

 

 

 

 

 

 

 

(748

)

 

 

(11,298

)

 

 

 

 

 

 

 

 

(11,298

)

 

 

 

 

 

 

 

 

 

 

 

(4,919

)

 

 

(116,572

)

 

 

 

 

 

 

 

 

(116,572

)

Amortization of restricted stock units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and common stock subject to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

vesting requirements

 

 

 

 

 

 

 

 

14,408

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,408

 

 

 

 

 

 

 

 

 

10,384

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,384

 

Dividends declared

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,288

)

 

 

 

 

 

(9,288

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,434

)

 

 

 

 

 

(13,434

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27,354

 

 

 

 

 

 

27,354

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

40,802

 

 

 

 

 

 

40,802

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,040

 

 

 

3,040

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,408

)

 

 

(4,408

)

Balance at December 29, 2017

 

 

55,745

 

 

$

56

 

 

$

288,297

 

 

 

(26,945

)

 

$

(134,054

)

 

$

(38,515

)

 

$

(8,509

)

 

$

107,275

 

Balance at December 30, 2022

 

 

60,148

 

 

$

60

 

 

$

308,325

 

 

 

(33,277

)

 

$

(273,866

)

 

$

38,640

 

 

$

(14,881

)

 

$

58,278

 

The accompanying notes are an integral part of the consolidated financial statements.


35


THE HACKETT GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

Year Ended

 

 

Year Ended

 

 

December 29,

 

 

December 30,

 

 

January 1,

 

 

December 30,

 

December 31,

 

January 1,

 

 

2017

 

 

2016

 

 

2016

 

 

2022

 

 

2021

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

27,354

 

 

$

21,541

 

 

$

13,809

 

 

$

40,802

 

 

$

41,545

 

 

$

5,473

 

Adjustments to reconcile net income to net

 

 

 

 

 

 

 

 

 

 

 

 

cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Plus loss from discontinued operations, net of taxes

 

 

 

 

 

7

 

 

 

172

 

Net income from continuing operations

 

 

40,802

 

 

 

41,552

 

 

 

5,645

 

Adjustments to reconcile net income from continuing operations to net

 

 

 

 

 

 

 

cash provided by operating activities from continuing operations:

 

 

 

 

 

 

 

Depreciation expense

 

 

2,442

 

 

 

2,485

 

 

 

2,582

 

 

 

3,283

 

 

 

3,361

 

 

 

3,502

 

Amortization expense

 

 

2,090

 

 

 

1,100

 

 

 

2,207

 

 

 

154

 

 

 

1,016

 

 

 

977

 

Impairment of assets

 

 

 

 

 

 

 

 

3,885

 

Amortization of debt issuance costs

 

 

90

 

 

 

106

 

 

 

98

 

 

 

82

 

 

 

45

 

 

 

69

 

Provision for doubtful accounts

 

 

117

 

 

 

38

 

 

 

89

 

 

 

91

 

 

 

374

 

 

 

342

 

(Gain) loss on foreign currency transactions

 

 

695

 

 

 

(594

)

 

 

170

 

Gain on foreign currency transactions

 

 

(1,353

)

 

 

(130

)

 

 

(49

)

Non-cash stock compensation expense

 

 

10,316

 

 

 

8,765

 

 

 

10,361

 

 

 

10,267

 

 

 

10,122

 

 

 

9,740

 

Acquisition consideration reflected as compensation expense

 

 

 

 

 

 

 

 

(3,440

)

Deferred income tax expense (benefit)

 

 

(1,781

)

 

 

2,339

 

 

 

4,978

 

Changes in assets and liabilities, net of acquisition:

 

 

 

 

 

 

 

 

 

 

 

 

Increase in accounts receivable and unbilled revenue

 

 

(5,278

)

 

 

(4,709

)

 

 

(4,761

)

(Increase) decrease in prepaid expenses and other assets

 

 

(887

)

 

 

135

 

 

 

312

 

Deferred income tax (benefit) expense

 

 

(480

)

 

 

1,469

 

 

 

(1,438

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

Decrease (increase) in accounts receivable and contract assets

 

 

2,603

 

 

 

(18,241

)

 

 

16,876

 

Decrease (increase) in prepaid expenses and other assets

 

 

4,414

 

 

 

(2,153

)

 

 

261

 

Increase (decrease) in accounts payable

 

 

(1,064

)

 

 

790

 

 

 

390

 

 

 

1,063

 

 

 

1,580

 

 

 

(2,397

)

Increase (decrease) in accrued expenses and other liabilities

 

 

(7,585

)

 

 

893

 

 

 

9,382

 

(Decrease) increase in accrued expenses and other liabilities

 

 

(6,443

)

 

 

3,554

 

 

 

8,101

 

(Decrease) increase in contract liabilities

 

 

(1,338

)

 

 

5,851

 

 

 

(818

)

Increase (decrease) in income taxes payable

 

 

5,759

 

 

 

(2,040

)

 

 

(463

)

Net cash provided by operating activities from continuing operations

 

 

58,904

 

 

 

46,360

 

 

 

44,233

 

Net cash used in operating activities from discontinued operations

 

 

 

 

 

(7

)

 

 

(172

)

Net cash provided by operating activities

 

 

26,509

 

 

 

32,889

 

 

 

36,177

 

 

 

58,904

 

 

 

46,353

 

 

 

44,061

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(6,517

)

 

 

(3,179

)

 

 

(3,002

)

 

 

(4,656

)

 

 

(3,242

)

 

 

(1,893

)

Cash consideration paid for acquisitions

 

 

(11,268

)

 

 

 

 

 

 

Cash acquired in acquisition

 

 

261

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

(17,524

)

 

 

(3,179

)

 

 

(3,002

)

 

 

(4,656

)

 

 

(3,242

)

 

 

(1,893

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from borrowings

 

 

26,000

 

 

 

30,000

 

 

 

2,500

 

Payment of debt borrowings

 

 

(14,000

)

 

 

(23,000

)

 

 

(20,763

)

Proceeds from long-term debt

 

 

60,000

 

 

 

 

 

 

 

Debt issuance costs

 

 

 

 

 

(237

)

 

 

(14

)

 

 

(381

)

 

 

(4

)

 

 

(21

)

Dividends paid

 

 

(8,670

)

 

 

(7,163

)

 

 

(3,067

)

 

 

(10,437

)

 

 

(12,885

)

 

 

(14,937

)

Proceeds from issuance of common stock

 

 

1,208

 

 

 

984

 

 

 

945

 

 

 

876

 

 

 

755

 

 

 

751

 

Taxes paid to satisfy employee withholding tax obligations

 

 

(3,225

)

 

 

(21,566

)

 

 

(2,141

)

Repurchases of common stock

 

 

(15,716

)

 

 

(34,083

)

 

 

(3,838

)

 

 

(116,569

)

 

 

(13,039

)

 

 

(2,367

)

Net cash used in financing activities

 

 

(11,178

)

 

 

(33,499

)

 

 

(24,237

)

 

 

(69,736

)

 

 

(46,739

)

 

 

(18,715

)

Effect of exchange rate on cash

 

 

(5

)

 

 

(4

)

 

 

(43

)

 

 

(51

)

 

 

(33

)

 

 

48

 

Net increase (decrease) in cash

 

 

(2,198

)

 

 

(3,793

)

 

 

8,895

 

Net (decrease) increase in cash

 

 

(15,539

)

 

 

(3,661

)

 

 

23,501

 

Cash at beginning of year

 

 

19,710

 

 

 

23,503

 

 

 

14,608

 

 

 

45,794

 

 

 

49,455

 

 

 

25,954

 

Cash at end of year

 

$

17,512

 

 

$

19,710

 

 

$

23,503

 

 

$

30,255

 

 

$

45,794

 

 

$

49,455

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$

3,698

 

 

$

8,757

 

 

$

268

 

 

$

4,550

 

 

$

9,103

 

 

$

4,651

 

Cash paid for interest

 

$

510

 

 

$

282

 

 

$

335

 

 

$

78

 

 

$

57

 

 

$

57

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued to sellers and key personnel of Jibe Consulting

 

$

3,613

 

 

$

-

 

 

$

-

 

Dividend declared during the year and paid the following year

 

$

2,997

 

 

$

-

 

 

$

-

 

The accompanying notes are an integral part of the consolidated financial statements.

36


 


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1. Basis of Presentation and General Information

Nature of Business

The Hackett Group is an intellectual property-based strategic consultancy and leading enterprise benchmarking and best practices implementation firm to global companies. Services include business transformation, enterprise performance management, working capital management, and global business services. The Hackett Group also provides dedicated expertise in business strategy, operations, finance, human capital management, strategic sourcing, procurement, and information technology, including its award-winning Oracle EPM and SAP practices.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements include the Company’s accounts and those of its wholly-ownedwholly owned subsidiaries which the Company is required to consolidate. The Company consolidates the assets, liabilities, and results of operations of its entities. Intercompany transactions and balances are eliminated upon consolidation.

Fiscal Year

The Company’s fiscal year generally consists of a 52-week period and periodically consists of a 53-week period as each fiscal year ends on the Friday closest to December 31. Fiscal years 2017, 2016,2022, 2021, and 20152020 ended on December 29, 2017,30, 2022, December 30, 2016,31, 2021, and January 1, 2016,2021, respectively. References to a year included in the consolidated financial statements refer to a fiscal year rather than a calendar year.

Cash

Cash and Restricted Cash

The Company considers depository accounts and all short-term investments with maturities of three months or less to be cash equivalents to the extent that it places its temporary cash investments with high credit quality financial institutions. At times, such investmentsbalances may be in excess of the F.D.I.C. insurance limits.

As of December 29, 2017 and December 30, 2016, the Company did not have any restricted cash balances or cash equivalents.

Allowance for Doubtful Accounts

The Company maintains allowances for doubtful accounts for estimated losses resulting from its clients not making required payments. Management makes estimates of the collectability of accounts receivable and critically reviews accounts receivable and analyzes historical bad debts, past-due accounts, client credit-worthinesscredit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. If the financial condition of the Company’s clients were to deteriorate, resulting in their inability to make payments, additional allowances may be required.

Dividends

In December 2012, the Company’s Board of Directors approved the initiation of an annual cash dividend program in the amount of $0.10$0.10 per share. The Company’s Board of Directors has been gradually increasing the dividend over the years. In fiscal 2016,2020, 2021 and 2022, the Company’s Board of Directors approved an increase in the annual dividend to $0.26$0.38 per share, $0.40 per share, and to be paid semi-annually. In 2016,$0.44 per share, respectively. During 2022, the Company declared four quarterly dividend payments, the fourth of which was paid dividends of $0.23 per share. In 2017, the Company’s Board of Directors approved an increase in the annual dividend to $0.30 per share. Subsequent to year end 2017, the Company’s Board of Directors approved the increase in the annual dividend from $0.30 per share to $0.34 per share to be paid on a semi-annual basis.January 2023. The dividend policy is reviewed periodically by the Board of Directors. The amount and timing of all dividend payments is subject to the discretion of the Board of Directors and will depend upon business conditions, contractual obligations, legal restrictions, results of operations, financial conditions and other factors.

Property and Equipment, Net

Property and equipment are recorded at cost. Depreciation is calculated to amortize the depreciable assets over their estimated useful lives using the straight-line method and commences when the asset is placed in service. The range of estimated useful lives is three to ten years.years. Leasehold improvements are amortized on a straight-line basis over the term of the lease or the estimated useful life of the improvement, whichever is shorter. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for betterments and major improvements are capitalized. The carrying amount of assets sold or retired and related accumulated depreciation are removed from the balance sheet in the year of disposal and any resulting gains or losses are included in the consolidated statements of operations.


37


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and General Information (continued)

The Company capitalizes the costs of internal-use software, which generally includes hardware, software, and payroll-related costs for employees who are directly associated with, and who devote time, to the development of internal-use computer software.

Long-Lived Assets (excluding Goodwill and OtherIndefinite Lived Intangible Assets)

Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying amount to determine if there has been an impairment. The amount of an impairment is calculated as the difference between the fair value of the asset and itsthe carrying value. Estimates of future undiscounted cash flows are based on management’s view of growth rates for the related business, anticipated future economic conditions and estimates of residual values.

Business Combinations

For transactions that are considered business combinations, the Company utilizes fair values in determining the carrying values of the purchased assets and assumed liabilities which are recorded at fair value at acquisition date, and identifiable intangible assets are recorded at fair value. Costs directly related to the business combinations are recorded as expenses as they are incurred. Fair values are subject to refinement forduring the measurement period of up to one year after the closing date of an acquisition as information relative to closing date fair values become available.

Goodwill and Other Intangible Assets

Goodwill and intangible assets deemed to have indefinite lives are not amortized, but rather are tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate potential impairment. Finite-lived intangible assets are amortized over their useful lives. The excess cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill.

For acquisitions accounted for as a business combination, goodwill represents the excess of the cost over the fair value of the net assets acquired. Effective in the third quarter of fiscal year 2022, the Company reorganized its operating and internal reporting structure to better align with its primary market solutions. Due to the reorganization and in accordance with ASC 280, management made the determination to present three operating segments, three reportable segments and three reporting units as follows: (1) Global S&BT, (2) Oracle Solutions, and (3) SAP Solutions. Global S&BT includes the results of the Company’s strategic business consulting practices; Oracle Solutions includes the results of the Company’s Oracle EPM/ERP and AMS practices; SAP Solutions includes the Company’s SAP applications and related SAP service offerings. A reporting unit is an operating segment or one level below an operating segment to which goodwill is assigned.With the new reporting unit structure, the goodwill previously assigned to Hackett Technology Solutions and The Hackett Group has now been allocated based on the reporting unit's relative fair value. The carrying amount and activity of goodwill by new reporting units are as follows (in thousands):

 

 

 

 

 

Foreign

 

 

 

 

 

 

December 31,

 

 

Additions/

 

 

Currency

 

 

December 30,

 

 

 

2021

 

 

Adjustments

 

 

Translation

 

 

2022

 

Global S&BT

 

$

58,378

 

 

$

-

 

 

$

(1,568

)

 

$

56,810

 

Oracle Solutions

 

 

16,699

 

 

 

 

 

 

 

 

 

16,699

 

SAP Solutions

 

 

9,993

 

 

 

 

 

 

 

 

 

9,993

 

Goodwill

 

$

85,070

 

 

$

-

 

 

$

(1,568

)

 

$

83,502

 

Goodwill is tested at least annually for impairment at the reporting unit level utilizing the market approach. The reporting units consist of The Hackett Group (including Benchmarking, Business Transformation, Business Transformation Enterprise Performance Management (“EPM”), Strategy and Operations, Executive Advisory Programs and Robotics Process Automation) and Hackett Technology Solutions (including SAP ERP and SAP Application Maintenance and Support (“AMS”), Oracle EPM and EPM AMS). In assessing the recoverability of goodwill and intangible assets, the Company utilizes the market approach and makes estimates based on assumptions regarding various factors to determine if impairment tests are met. The market approach utilizes valuation multiples based on operating data from publicly traded companies within the same industry. Multiples derived from guideline companies provide an indication of how much a knowledgeable investor in the marketplacemarket participant would be willing to pay for a company. These multiples are then applied to the Company’s reporting units to arrive at an indication of value. This approach contains management’s judgment, using appropriate and customary assumptions available at the time.

38


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and General Information (continued)

The Company performed its annual step one impairment test of goodwill in the fourth quarter of fiscal years 20172022, 2021 and 20162020 and determined that goodwill was not impaired. The carrying amount and activity of goodwill attributable to The Hackett Group and Hackett Technology Solutions was as follows (in thousands):

 

 

 

 

 

 

Hackett

 

 

 

 

 

 

 

The Hackett

 

 

Technology

 

 

 

 

 

 

 

Group

 

 

Solutions

 

 

Total

 

Balance at January 1, 2016

 

 

43,450

 

 

 

31,134

 

 

 

74,584

 

Foreign currency translation adjustment

 

 

(2,208

)

 

 

 

 

 

(2,208

)

Balance at December 30, 2016

 

 

41,242

 

 

 

31,134

 

 

 

72,376

 

Additions (see Note 15)

 

 

1,858

 

 

 

9,538

 

 

 

11,396

 

Foreign currency translation adjustment

 

 

1,302

 

 

 

 

 

 

1,302

 

Balance at December 29, 2017

 

$

44,402

 

 

$

40,672

 

 

$

85,074

 


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and General Information (continued)

OtherFinite lived intangible assets are tested for potential impairment whenever events or changes in circumstances suggest that the carrying value of an asset may not be fully recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying amount to determine if there has been an impairment. The amount of an impairment is calculated as the difference between the fair value of the asset and itsthe carrying value. Estimates of future undiscounted cash flows are based on management’s view of growth rates for the related business, anticipated future economic conditions and estimates of residual values. Other intangible assets arise from business combinations and consist of customer relationships, customer backlog and trademarks that are amortized on a straight-line or accelerated basis over periods of up to ten years.five years.

Other intangible assets, included in other assets in the accompanying consolidated balance sheets, consist of the following (in thousands):

 

 

December 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Gross carrying amount

 

$

 

27,269

 

 

$

 

27,269

 

Accumulated amortization

 

 

 

(27,269

)

 

 

 

(27,110

)

Foreign currency translation adjustments

 

 

 

 

 

 

 

 

 

 

$

 

 

 

$

 

159

 

 

 

 

 

December 29,

 

 

December 30,

 

 

 

 

 

2017

 

 

2016

 

Gross carrying amount

 

 

 

$

27,147

 

 

$

22,448

 

Accumulated amortization

 

 

 

 

(21,869

)

 

 

(19,779

)

Foreign currency translation adjustment

 

 

 

 

245

 

 

 

33

 

 

 

 

 

$

5,523

 

 

$

2,702

 

All of the Company’s intangible assets are expected to behave been fully amortized by the end of 2027.in 2022. For the years ended December 29, 2017,30, 2022, December 30, 201631, 2021 and January 1, 2016,2021 the Company recorded $2.1$0.2 million, $1.1$1.0 million and $2.2$1.0 million of finite-lived intangible assets amortization expense respectively. The estimated future amortization expense of intangible assets as of December 29, 2017 is as follows: $2.4 million in 2018, $0.7 million in 2019, $0.6 million in 2020, $0.6 million in 2021, $0.3 million in 2022 and $0.7 million thereafter. See Note 15 for further discussion.  each year, respectively.

Revenue Recognition

Revenue is principally derivedThe Company generates substantially all of its revenue from fees forproviding professional services generatedto its clients. The Company also generates revenue from software licenses, software support and maintenance and subscriptions to its executive and best practices advisory programs. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on a project-by-project basis. Revenue for services rendered is recognized on a time and materials basis or on a fixed-fee or capped-fee basis.

Revenue for time and materials contracts is recognizedits relative standalone selling price. The Company determines the standalone selling price based on the numberrespective selling price of hours worked by our consultants at an agreed upon rate per hour andthe individual elements when sold separately.

Revenue is recognized when control of the goods and services provided are transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods and services using the following steps: 1) identify the contract, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the period in whichcontract, and 5) recognize revenue as or when the Company satisfies the performance obligations.

The Company typically satisfies its performance obligations for professional services over time as the related services are performed.

Revenueprovided. The performance obligations related to software support, maintenance and subscriptions to its executive and best practice advisory programs are typically satisfied evenly over the course of the service period. Other performance obligations, such as software licenses, are satisfied at a point in time.

The Company generates revenue under four types of billing arrangements: fixed-fee (including software license revenue); time-and-materials; executive and best practice advisory services; and software sales and software maintenance and support.

In fixed-fee billing arrangements, which would also include contracts with capped fees, the Company agrees to a pre-established fee or fee cap in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenue under fixed-fee or capped-fee contractscapped fee arrangements using a proportionate performance approach, which is recognized on the proportional performance method of accounting based on the ratio of labor hours incurredwork completed to-date as compared to estimated total labor hours. This percentage is multiplied by the contracted dollar amountestimates of the projecttotal services to determinebe provided under the amountengagement. Estimates of total engagement revenue to recognize in an accounting period. The contracted dollar amount used in this calculation excludesand cost of services are monitored regularly during the amount the client pays for reimbursable expenses. There are situations where the number of hours to complete projects may exceed the original estimate. These increases can be as a result of an increase in project scope, unforeseen events that arise, or the inabilityterm of the client or the delivery team to fulfill their responsibilities. On an on-going basis, project delivery, Office of Risk Management and finance personnel review hours incurred and estimated total labor hours to complete projects. Any revisions in these estimates are reflected in the period in which they become known.engagement. If the CompanyCompany’s estimates indicate that a contractpotential loss, will occur, asuch loss provision will be recordedis recognized in the period in which the loss first becomes probable and reasonably estimable. Contract lossesThe customer is invoiced based on the contractual agreement between the parties, typically bi-weekly, monthly or milestone driven, with net thirty-day terms, however client terms are determinedsubject to bechange.

39


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and General Information (continued)

Time-and-material billing arrangements require the client to pay based on the number of hours worked by the Company’s consultants at agreed upon hourly rates. The Company recognizes revenue under time-and-material arrangements as the related services or goods are provided, using the right to invoice practical expedient which allows it to recognize revenue in the amount bybased on the number of hours worked and the agreed upon hourly rates. The customer is invoiced based on the contractual agreement between the parties, typically bi-weekly, monthly or milestone driven, with net thirty-day terms, however client terms are subject to change.

Advisory services contracts are typically in the form of a subscription agreement which allows the estimated direct costscustomer access to the Company’s executive and best practice advisory programs. There is typically a single performance obligation and the transaction price is the contractual amount of the contract exceed the estimated total revenue that will be generated by the contract and are included in total cost of service.

subscription agreement. Revenue from advisory services contracts is recognized ratably over the life of the agreements. Customers are typically invoiced at the inception of the contract, with net thirty-day terms, however client terms are subject to change.

Additionally, the Company earns revenue from theThe resale of software licenses and maintenance contracts.contracts are in the form of SAP America software license or maintenance agreements provided by SAP America. SAP is the principal and the Company is the agent in these transactions as the Company does not obtain title to the software and maintenance which is sold simultaneously. The transaction price is the Company’s agreed-upon percentage of the software license or maintenance amount in the contract with the vendor. Revenue for the resale software andof software licenses is recognized upon contract execution and customercustomer’s receipt of the software. Revenue from maintenance contracts is recognized ratably over the life of the agreements. The customer is typically invoiced at contract inception, with net thirty-day terms, however client terms are subject to change.

Revenue for contracts with multiple elements is allocated based on the respective selling price of the individual elements.

Unbilled revenue represents revenue for services performed that have not been invoiced. If the Company does not accurately estimate the scope of the work to be performed, or does not manage its projects properly within the planned periods of time, or does not meet clients’ expectations under the contracts, then future consulting margins may be negatively affected or losses on existing contracts may need to be recognized. Any such reductions in margins or contract losses could be material to the Company’s results of operations.


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and General Information (continued)

Sales tax collected from customers and remitted to the applicable taxing authorities is accounted for on a net basis, with no impact on revenue.

Revenue before reimbursements excludes reimbursable expenses charged to clients. Reimbursements, which include travel and out-of-pocket expenses, are included in revenue, and an equivalent amount of reimbursable expenses is included in cost of service.

The payment terms and conditions in the Company’s customer contracts vary. The agreements entered into in connection with a project, whether time and materials basedmaterials-based or fixed-fee or capped-fee based, typically allow clients to terminate early due to breach or for convenience with 30 days’ notice. In the event of termination, the client is contractually required to pay for all time, materials and expenses incurred by the Company through the effective date of the

termination. In addition, from time to time the Company enters into agreements with its clients that limit its right to enter into business relationships with specific competitors of that client for a specific time period. These provisions typically prohibit the Company from performing a defined range of services which it might otherwise be willing to perform for potential clients. These provisions are generally limited to six to twelve months and usually apply only to specific employees or the specific project team.

Differences between the timing of billings and the recognition of revenue are recognized as either contract assets or contract liabilities in the accompanying consolidated balance sheets. Revenue recognized for services performed but not yet billed to clients are recorded as contract assets. Revenue recognized, but for which are not yet entitled to bill because certain events, such as the completion of the measurement period, are recorded as contract assets and included within contract assets. Client prepayments are classified as contract liabilities and recognized over future periods as earned in accordance with the applicable engagement agreement. See Note 3 for the accounts receivable and contract asset balances. During the 12 months ended December 30, 2022, the Company recognized $13.1 million of revenue as a result of changes in the contract liability balance, as compared to $8.3 million for the twelve months ended December 31, 2021.

40


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and General Information (continued)

Based on the information that management reviews internally for evaluating operating segment performance and nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors, the Company disaggregates revenue as follows for the years ended December 30, 2022, December 31, 2021 and January 1, 2021 (in thousands):

 

 

Year Ended

 

 

 

December 30,

 

 

December 31,

 

 

January 1,

 

 

 

2022

 

 

2021

 

 

2021

 

Global S&BT:

 

 

 

 

 

 

 

 

 

    North America Consulting

 

$

143,956

 

 

$

122,607

 

 

$

96,175

 

    International Consulting

 

 

25,704

 

 

 

23,617

 

 

 

21,645

 

Total Global S&BT

 

$

169,660

 

 

$

146,224

 

 

$

117,820

 

Oracle Solutions:

 

 

 

 

 

 

 

 

 

    Consulting and software support and maintenance

 

$

76,320

 

 

$

74,886

 

 

$

73,095

 

Total Oracle Solutions

 

$

76,320

 

 

$

74,886

 

 

$

73,095

 

SAP Solutions:

 

 

 

 

 

 

 

 

 

    Consulting and software support and maintenance

 

$

40,729

 

 

$

47,391

 

 

$

41,828

 

    Software license sales

 

 

7,033

 

 

 

10,308

 

 

 

6,739

 

Total SAP Solutions

 

$

47,762

 

 

$

57,699

 

 

$

48,567

 

Total segment revenue

 

$

293,742

 

 

$

278,809

 

 

$

239,482

 

 

 

 

 

 

 

 

 

 

 

Capitalized Sales Commissions

Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized as project revenue is recognized. The Company determined the period of amortization by taking into consideration the customer contract period, which is generally less than 12 months. Commission expense is included in Selling, General and Administrative Costs in the accompanying consolidated statements of operations. As of December 30, 2022 and December 31, 2021, the Company had $1.5 million, and $1.6 million, respectively, of deferred commissions, of which $1.1 million and $1.0 million was amortized during the 12 months ended December 30, 2022 and December 31, 2021, respectively.

Practical Expedients

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be less than one year.

Sales tax collected from customers and remitted to the applicable taxing authorities is accounted for on a net basis, with no impact on revenue.

Expense reimbursements that are billable to clients are included in total revenue and are substantially all billed as time-and-material billing arrangements. Therefore, the Company recognizes all reimbursable expenses as revenue as the related services are provided, using the right to invoice practical expedient. Reimbursable expenses are recognized as expenses in the period in which the expense is incurred. Any expense reimbursements that are billable to clients under fixed-fee billing arrangements are recognized in line with the proportionate performance approach.

Stock Based Compensation

The Company recognizes compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards, with limited exceptions, over the requisite service period.

41


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and General Information (continued)

Restructuring Reserves

Restructuring reserves reflect judgments and estimates of the Company’s ultimate costs of severance, closure and consolidation of facilities and settlement of contractual obligations under its operating leases, including sublease rental rates, absorption period to sublease space and other related costs. The Company reassesses the reserve requirements to complete each individual plan under the restructuring programs at the end of each reporting period. If these estimates change in the future or actual results differ from the Company’s estimates, additional charges may be required.

Income Taxes

Deferred tax assets and liabilities are determined based on differences between the financial reporting carrying values and tax bases of assets and liabilities and are measured by using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to reverse. Deferred income taxes also reflect the impact of certain state operating loss and tax credit carryforwards. A valuation allowance is provided if the Company believes it is more likely than not that all or some portion of the deferred tax asset will not be realized. An increase or decrease in the valuation allowance, if any, that results from a change in circumstances, and which causes a change in the Company’s judgment about the realizability of the related deferred tax asset, is included in the tax provision.

The Company utilized a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. The Company reports penalties and tax-related interest expense as a component of income tax expense.

Discontinued Operations

The Company made the strategic decision to exit Company’s European REL Working Capital business at the end of fiscal year 2018. The sales of this business had been declining over several years prior to this decision as European countries experienced continued economic recoveries and improved cash balances. Companies were holding high cash reserves which drove working capital project sales of this group down across all of Europe.

As of December 30, 2022, and December 31, 2021, the Company did not have any carrying amounts of the major classes of assets and liabilities presented in discontinued operations in its consolidated balance sheets.

Net Income per Common Share

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. With regardregards to common stock subject to vesting requirements and restricted stock units issued to employees, the calculation includes only the vested portion of such stock.

The potential issuance of common shares upon the exercise, conversion or vesting of unvested restricted stock units, common stock subject to vesting, stock options and stock appreciation right units ("SARs"), as calculated under the treasury stock method, may be dilutive. Diluted net income per share is computed by dividing the net income by the weighted average number of common shares outstanding and will increase by the assumed conversion of other potentially dilutive securities during the period.

42


 


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and General Information (continued)

The following table reconciles basic and diluted weighted average shares:

 

Year Ended

 

 

Year Ended

 

 

December 29,

 

 

December 30,

 

 

January 1,

 

 

December 30,

 

December 31,

 

January 1,

 

 

2017

 

 

2016

 

 

2016

 

 

2022

 

 

2021

 

 

2021

 

Basic weighted average common shares outstanding

 

 

28,852,251

 

 

 

29,082,253

 

 

 

29,620,361

 

 

 

31,399,813

 

 

 

30,021,097

 

 

 

29,988,244

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unvested restricted stock units and common stock subject to vesting requirements issued to employees

 

 

1,002,380

 

 

 

1,413,893

 

 

 

1,617,820

 

 

 

555,483

 

 

 

529,535

 

 

 

212,496

 

Common stock issuable upon the exercise of stock options and SARs

 

 

2,341,501

 

 

 

2,319,245

 

 

 

729,447

 

 

 

6,445

 

 

 

2,331,976

 

 

 

2,203,796

 

Dilutive weighted average common shares outstanding

 

 

32,196,132

 

 

 

32,815,391

 

 

 

31,967,628

 

 

 

31,961,741

 

 

 

32,882,608

 

 

 

32,404,536

 

ThereApproximately 2 thousand sharesof common stock equivalents were 0.8 million, 0.8 million and 0.5 million shares of underlying awards granted excluded from the above reconciliationcomputations of diluted net income per common share for both of the years ended 2017, 2016,December 30, 2022 and 2015, respectively,December 31, 2021, as their inclusion would have had an anti-dilutive effect on diluted net income per common share.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, and cash equivalents, accounts receivable and unbilled revenue,contract assets, accounts payable and accrued expenses and other liabilities and debt.liabilities. As of December 29, 201730, 2022 and December 30, 2016,31, 2021, the carrying amount of each financial instrument, with the exception of debt, approximated the instrument’s fair value due to the short-term nature and maturity of these instruments.

The Company uses significant other observable market data or assumptions (Level 2 inputs as defined in accounting guidance) that it believes market participants would use in pricing debt. The fair value of the debt approximated itsthe carrying amount using Level 2 inputs, due to the short-term variable interest rates based on market rates utilizing the market approach.

Concentration of Credit Risk

The Company provides services primarily to Global 2000 companies and other sophisticated buyers of business consulting and information technology services. The Company performs ongoing credit evaluations of its major customers and maintains reserves for potential credit losses. In 2017, 2016,2022 one customer accounted for 7% of total revenue, all of which was included in the Global S&BT segment, and 2015, in 2021 and 2020 no customer accounted for more than 5% of total revenue.

Management’s Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Other Comprehensive Income

The Company reports its comprehensive income in accordance with FASB ASC Topic 220, Comprehensive Income, which establishes standards for reporting and presenting comprehensive income and its components in a full set of financial statements. Other comprehensive income consists of net income and cumulative currency translation adjustments.

Segment Reporting

Segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which separate financial information is available and is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Effective in the third quarter of 2022, the Company re-assessed its operating segments under the management approach in accordance with ASC 280, Segment Reporting (ASC 280) and has determined that effective in the third quarter of 2022, it has three operating segments: Global S&BT, Oracle Solutions and SAP Solutions which are also its reportable segments. See Note 15 “Segment Information and Geographic Data” for detailed segment information.

43


 


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and General Information (continued)

Segment Reporting

The Company engages in business activities in one operating segment, which provides business and technology consulting services.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance on revenue recognition, which provides for a single, principles-based model for revenue recognition and replaces the existing revenue recognition guidance. The guidance is effective for annual and interim periods beginning on or after December 15, 2017 and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. It permits the use of either a full retrospective or modified retrospective transition method.

The Company has completed its assessment of the impact of adopting the requirements of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”) on its existing revenue recognition policies, including completing our contract reviews and our evaluation of the incremental costs of obtaining a contract, and has adopted the standard effective December 30, 2017, using the modified retrospective method of adoption. The guidance requires significantly expanded disclosures around the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers which we will include in our March 30, 2018 interim filing. The Company has concluded that the adoption of ASC 606 did not have a material impact on its consolidated financial statements.identify any new accounting pronouncements.

Reclassifications

In February 2016, the FASB issued guidance on leases which supersedes the current lease guidance. The core principle requires lessees to recognize the assets and liabilities that arise from nearly all leases on the balance sheet. Accounting applied by lessors will remain largely consistent with previous guidance. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is assessing the impact of this standard on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued guidance simplifying the accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities and classification on the statements of cash flows. Under the new standard, all excess tax benefits and tax deficiencies should be recognized as income tax expense or benefit on the statements of income.  An excess income tax benefit arises when the tax deduction of a share-based award for income tax purposes exceeds the compensation cost recognized for financial reporting purposes and, a tax deficiency arises when the compensation cost exceeds the tax deduction. Under current GAAP, excess tax benefits are recognized as additional paid-in capital while tax deficiencies are recognized either as an offset to accumulated excess tax benefits, if any, or on the statements of income.

Management adopted the guidance effective December 31, 2016. As a result of the adoption of this guidance, management made an accounting policy election to recognize the effect of forfeitures in compensation cost when they occur, which had an immaterial impact on results of operations and financial position and no impact on cash flows at adoption.  In the first quarter of 2017, the Company recorded no income tax expense as a result of the adoption of the new guidance relating to the accounting on the vesting of share-based awards. Excluding the effect of the new guidance, the effective tax rate would have been 34% for certain federal, foreign and state taxes during the twelve months ended December 29, 2017.

In August 2016, the FASB issued guidance on the classification of certain cash receipts and cash payments. The guidance provides specific clarification on eight cash flow classification issues, including contingent consideration payments made after a business combination. The guidance is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted and the guidance requires a retrospective transition. We do not expect the guidance to have a material impact on our consolidated financial statements.

In January 2017, the FASB issued guidance which simplifies the accounting for goodwill impairment. The guidance removes step two of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The standard should be applied prospectively and will become effective for the Company for their annual goodwill impairment test in fiscal years beginning after December 15, 2021. Early adoption is permitted for annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted this standard in January 2017, and there was no material impact to its consolidated financial statements and related disclosures upon adoption of this guidance.


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and General Information (continued)

In January 2017, the FASB issued guidance which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses which distinction determines whether goodwill is recorded or not. This amended guidance was effective for us on December 30, 2017, and the Company does not expect it to have a material impact on its consolidated operating results or financial condition.

In May 2017, the FASB issued guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The guidance will become effective for the Company in fiscal years beginning after December 15, 2017, with early adoption permitted. The standard should be applied prospectively to an award modified on or after the adoption date. The Company does not expect it to have a material impact on its consolidated operating results or financial condition.

Reclassifications

Certain prior period amounts in the consolidated financial statements, and notes thereto, have been reclassified to conform to current period presentation.year presentation with no effect on net income or shareholder’s equity.

2. Fair Value Measurement

The Company’s financial instruments consist of cash, accounts receivable and contract assets, accounts payable, accrued expenses and other liabilities, contract liabilities and long-term debt. As of December 30, 2022 and December 31, 2021, the carrying amount of each financial instrument approximated the instrument’s respective fair value due to the short-term nature and maturity of these instruments.

The Company records its assets and liabilitiesuses significant other observable market data or assumptions (Level 2 inputs as defined in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 definesaccounting guidance) that it believes market participants would use in pricing debt. The fair value asof the exchange price that would be received for an asset or paiddebt approximated the carrying amount, using Level 2 inputs, due to transfer a liability (exit price) in the principal or most advantageousshort-term variable interest rates based on market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used to measure fair value:rates.

Level 1: Quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs that are not corroborated by market data

3. Accounts Receivable and Unbilled Revenue,Contract Assets, Net

Accounts receivable and unbilled revenue,contract assets, net, consists of the following (in thousands):

 

December 29,

 

 

December 30,

 

 

December 30,

 

December 30,

 

 

2017

 

 

2016

 

 

2022

 

 

2021

 

Accounts receivable

 

$

44,972

 

 

$

39,335

 

 

$

28,913

 

 

$

30,732

 

Unbilled revenue

 

 

12,891

 

 

 

10,638

 

Contract assets (unbilled revenue)

 

 

20,319

 

 

 

22,586

 

Allowance for doubtful accounts

 

 

(2,601

)

 

 

(2,574

)

 

 

(856

)

 

 

(2,702

)

 

$

55,262

 

 

$

47,399

 

 

$

48,376

 

 

$

50,616

 

Accounts receivable as of December 29, 201730, 2022 and December 30, 2016,31, 2021, is net of uncollected advanced billings. Unbilled revenueContract assets as of December 29, 201730, 2022 and December 30, 201631, 2021 includes recognized recoverable costs and accrued profits on contracts for which billings had not been presented to clients.


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Property and Equipment, net

 

 

December 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Equipment

 

$

10,916

 

 

$

9,867

 

Software

 

 

39,751

 

 

 

36,187

 

Leasehold improvements

 

 

997

 

 

 

997

 

Furniture and fixtures

 

 

559

 

 

 

556

 

 

 

 

52,223

 

 

 

47,607

 

Less accumulated depreciation

 

 

(32,864

)

 

 

(29,581

)

 

 

$

19,359

 

 

$

18,026

 

 

 

December 29,

 

 

December 30,

 

 

 

2017

 

 

2016

 

Equipment

 

$

7,194

 

 

$

6,580

 

Software

 

 

33,135

 

 

 

26,983

 

Leasehold improvements

 

 

410

 

 

 

373

 

Furniture and fixtures

 

 

517

 

 

 

493

 

 

 

 

41,256

 

 

 

34,429

 

Less accumulated depreciation

 

 

(22,405

)

 

 

(19,655

)

 

 

$

18,851

 

 

$

14,774

 

Depreciation expense for the years ended December 29, 2017,30, 2022, December 30, 2016,31, 2021, and January 1, 2016,2021 was $2.4$3.3 million, $2.5$3.4 million, and $2.6$3.5 million, respectively, and is included in selling, general and administrative costs in the accompanying consolidated statements of operations. The increase in accumulated depreciation in 2017, as compared to 2016, relates to depreciation expense and the impact of foreign currency translation adjustments.

44


 

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following (in thousands):

 

December 29,

 

 

December 30,

 

 

December 30,

 

December 31,

 

 

2017

 

 

2016

 

 

2022

 

 

2021

 

Accrued compensation and benefits

 

$

5,289

 

 

$

4,412

 

 

$

9,320

 

 

$

7,730

 

Deferred employer's payroll taxes

 

 

 

 

 

1,780

 

Accrued bonuses

 

 

4,119

 

 

 

13,038

 

 

 

12,171

 

 

 

13,753

 

Accrued dividend payable

 

 

4,656

 

 

 

4,023

 

Acquisition earnout accruals

 

 

6,207

 

 

 

 

Deferred revenue

 

 

9,271

 

 

 

10,975

 

Dividend payable

 

 

2,997

 

 

 

 

Restructuring liability

 

 

106

 

 

 

740

 

Accrued sales, use, franchise and VAT tax

 

 

3,670

 

 

 

3,791

 

 

 

2,572

 

 

 

1,783

 

Non-cash stock compensation accrual

 

 

1,890

 

 

 

4,225

 

 

 

1,241

 

 

 

1,357

 

Income tax payable

 

 

5,649

 

 

 

4,437

 

Other accrued expenses

 

 

2,263

 

 

 

1,824

 

 

 

2,546

 

 

 

3,154

 

Total accrued expenses and other liabilities

 

$

43,014

 

 

$

46,725

 

 

$

30,953

 

 

$

30,297

 

The dividend declared in November 2021 was paid in December 2021, as compared the dividend declared in November 2022, which was paid in January 2023.

6. Restructuring Costs and Asset Impairment Charge and Settlements

During 2017,2020, the Company recorded restructuring costscharges of $1.3$10.5 million, of which $5.7 million was primarily related to the transitionreduction of resources driven by our migration from on-premise softwarestaff in the U.S. and Europe due to cloud-based implementations, as well as the Jibe acquisition,impact of the COVID-19 pandemic and $4.8 million of which primarily related to real estate leases. In consideration of the COVID-19 pandemic and the rationalizationchanging nature of global resources asthe Company’s use of office space for its workforce, the Company evaluated its existing office space utilization and made the decision to completely or partially abandon certain leased office spaces. As a result, the Company recorded restructuring charges of $4.8 million, primarily relating to the impairment of certain lease right-of-use assets, property, equipment and leasehold improvements and other real estate related costs.See Note 7 for further discussion.

The Company recorded the settlement of the emergencerestructuring charge in 2022 of RPA (“Robotic Process Automation”) related engagements from the Aecus acquisition.As of December 29, 2017, the Company did not have any remaining commitments$0.3 million and $0.4 million related to restructuring. the settlement of the impairment of lease right-of use assets.

The following table sets forthsummarizes the activitycosts incurred in connection with the 2020 restructuring expense accrualsand asset impairment charge (in thousands):

Severance and Other

Employee CostsJanuary 1,

2021

Accrual balance at December 30, 2016Employee related costs

$

5,710

AccrualLease right-of-use asset impairment charges

1,2933,545

ExpendituresProperty, equipment and lease improvement impairment charges

1,293340

Accrual balance at December 29, 2017Other lease related restructuring costs

$

893

Total

$

10,488

45


 


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. Restructuring and Asset Impairment Charge and Settlements (continued)

The following table summarizes the Company’s restructuring activities recorded in accrued expenses and other liabilities (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee Related

 

 

 

Exit, Closure and Consolidation

 

 

 

 

 

 

 

Costs

 

 

 

of Facilities

 

 

 

Total

 

Accrual balance at January 1, 2021

$

 

1,083

 

 

$

 

1,209

 

 

$

 

2,292

 

Restructuring charge

 

 

 

 

 

 

 

 

 

 

 

Cash paid

 

 

(1,013

)

 

 

 

(539

)

 

 

 

(1,552

)

Accrual balance at December 31, 2021

$

 

70

 

 

$

 

670

 

 

$

 

740

 

Restructuring settlement

 

 

(70

)

 

 

 

(238

)

 

 

 

(308

)

Cash paid

 

 

-

 

 

 

 

(326

)

 

 

 

(326

)

Accrual balance at December 30, 2022

$

 

 

 

$

 

106

 

 

$

 

106

 

7. Lease Commitments

The Company has operating leases for office space and, to a much lesser extent, operating leases for equipment. The Company’s office leases are between terms of 1 and 4 years. Rents usually increase annually in accordance with defined rent steps or are based on current year consumer price index adjustments. Some of the lease agreements contain one or more of the following provisions or clauses: tenant allowances, rent holidays, lease premiums, and rent escalation clauses. There are typically no purchase options, residual value guarantees or restrictive covenants. When renewal options exist, the Company generally does not deem them to be reasonably certain to be exercised, and therefore the amounts are not recognized as part of our lease liability nor our right-of use-asset.

The weighted average remaining lease term is less than one year. The weighted average discount rate utilized is 4%. The discount rates applied to each lease, reflects the Company’s estimated incremental borrowing rate. This includes an assessment of the Company’s credit rating to determine the rate that the Company would have to pay to borrow, on a collateralized basis for a similar term, an amount equal to the Company’s lease payments in a similar economic environment. For the twelve months ended December 30, 2022, the Company paid $1.5 million from operating cash flows for operating leases.

The Company has operating lease agreements for its premises that expire on various dates through JulyDecember 2024. RentLease expense for the years ended December 29, 2017,30, 2022, December 30, 2016,31, 2021, and January 1, 20162021 was $2.4$1.2 million, $2.3$1.0 million and $2.2$2.5 million, respectively. The components of lease expense during the fiscal years ended December 30, 2022, December 31, 2021, and January 1, 2021, all related to operating lease costs.

Future minimum lease commitments under non-cancelable operating leases as of December 29, 2017,30, 2022, are as follows (in thousands):

 

 

 

 

Rental

 

 

 

 

 

Payments

 

2023

 

 

 

$

1,037

 

2024

 

 

 

 

563

 

Total lease payments

 

 

 

 

1,600

 

Less imputed interest

 

 

 

 

(51

)

Total

 

 

 

$

1,549

 

As of December 30, 2022, the Company does not have any additional operating leases that have not yet commenced that create significant rights and obligations for the Company.

 

 

 

 

Rental

 

 

 

 

 

Payments

 

2018

 

 

 

$

2,161

 

2019

 

 

 

 

1,873

 

2020

 

 

 

 

1,311

 

2021

 

 

 

 

945

 

2022

 

 

 

 

797

 

Thereafter

 

 

 

 

129

 

Total

 

 

 

$

7,216

 

46


 

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. Credit Facility

TheOn April 3, 2020, the Company entered into a creditamended its Credit agreement with Bank of America, N.A. ("to extend the maturity date to November 30, 2022. The amendment also increased the interest payable on outstanding loans in respect toa revolving line of credit by an additional per annum rate of 0.50% and provided for a LIBOR floor of 75 basis points. The borrowing capacity remained at $45.0 million until maturity and no draws were made.

On November 7, 2022, the Company entered into a third amended and restated credit agreement (the “Credit Agreement”) with Bank of America")America, N.A., as administrative agent, and the lenders party thereto, pursuant to which Bank of Americathe lenders agreed to lendamend and restate its existing credit agreement, in order to extend the maturity date of the revolving line of credit and provide the Company with an additional $55.0 million in borrowing capacity, for an aggregate amount of up to $20.0$100.0 million from time to time pursuant to a revolving line of credit (the “Revolver”) and up to $47.0 million pursuant to a term loan (“the Term Loan”, and together with the Revolver, the “Credit Facility”). As of the end of January 1, 2016, the Company had fully utilized and paid off its Term Loan. As of the end of 2017 and 2016, the Company had a $19.0 million and a $7.0 million outstanding balanceThe Credit Facility matures on the Revolver, respectively.November 7, 2027.

On May 9, 2016, the Company amended and restated the credit agreement with Bank of America to:

Provide for up to an additional $25.0 million of borrowing under the Revolver for a total borrowing capacity of $45.0 million; and to

Extend the maturity date on the Revolver to May 9, 2021, five years from the date of this amendment of the Credit Agreement.

The obligations of Hackett under the Credit Facility are guaranteed by active existing and future material U.S. subsidiaries of Hackett (the “U.S. Subsidiaries”), and are secured by substantially all of the existing and future property and assets of Hackett and the U.S. Subsidiaries, a 100% pledge of the capital stock of the U.S. Subsidiaries, and a 66% pledge of the capital stock of Hackett’s direct foreign subsidiaries (subject to certain exceptions).Subsidiaries.

The interest rates per annum applicable to loans under the Credit Facility will be, at the Company’s option, equal to either a base rate or a LIBOR baseBSBY rate, plus an applicable margin percentage. The applicable margin percentage is based on the consolidated leverage ratio, as defined in the Credit Agreement. AsAgreement, however as of December 29, 2017,30, 2022 the applicable margin percentage was 1.50%based on the pricing level 2 until the first compliance certificate under the Credit Agreement is delivered. As of December 30, 2022, the applicable margin percentage was 1.75% per annum based on the consolidated leverage ratio, in the case of LIBORthe BSBY rate advances, and 0.75%1.00% per annum, in the case of base rate advances. The interest rate of the commitment fee as of December 29, 201730, 2022 was 2.96%0.250%.Interest payments are made on a monthly basis.

The Company is subject to certain covenants, including total consolidated leverage, fixed cost coverage, adjusted fixed cost coverage and liquidity requirements, each as set forth in the Credit Agreement, subject to certain exceptions. As of December 29, 2017,30, 2022, the Company was in compliance with all covenants.

In connection withThe Company incurred $0.4 million and $4 thousand of incremental debt issuance costs in 2022 and 2021, respectively, as a result of the Credit Facility,Agreement. As of December 30, 2022, the Company incurred $0.2had $0.3 million of debt issuance costs. These costs areremaining which will be amortized over the remaining life of the Credit FacilityFacility.

As of December 30, 2022, the Company had $60.0 million of outstanding debt, excluding $0.3 million of deferred debt costs, and are included in Other Assets inas of December 31, 2021, the accompanying consolidated balance sheet.Company did not have any outstanding debt.


47


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. Credit Facility (continued)

As of December 30, 2016, the Company had a debt balance of $7.0 million. During 2017, the Company borrowed $26.0 million on the Revolver and through the year ended December 29, 2017, the Company has paid down $14.0 million, leaving $19.0 million outstanding under the Revolver, excluding the debt issuance costs of $0.3 million as of December 29, 2017.  

 

 

 

 

Principal

 

 

 

 

 

Amortization

 

 

 

 

 

Payments

 

2017

 

 

 

$

 

2018

 

 

 

 

 

2019

 

 

 

 

 

2020

 

 

 

 

 

2021

 

 

 

 

19,000

 

Thereafter

 

 

 

 

 

Total

 

 

 

$

19,000

 

9. Income Taxes

The Company files federal income tax returns, as well as multiple state, local and foreign jurisdiction tax returns. A number of years may elapse before an uncertain tax position is audited and finally resolved. While it is often difficult to predict the final outcome or the timing of resolution on any particular uncertain tax position, the Company believes that its reserves for income taxes reflect the most probable outcome. The Company adjusts these reserves, as well as the related interest, in the light of changing facts and circumstances. The resolution of a matter would be recognized as an adjustment to the provision for income taxes and the effective tax rate in the period of resolution. The Company is no longer subject to examinations of its federal income tax returns by the Internal Revenue Service for years through 20132018 and all significant state, local and foreign matters have been concluded for years through 2013. In the first quarter of 2017, the IRS commenced an examination of the Company’s U.S. income tax return for fiscal year 2014, which is still in progress.2017.

The components of income before income taxes from continuing operations are as follows (in thousands):

 

 

Year Ended

 

 

 

December 30,

 

 

December 31,

 

 

January 1,

 

 

 

2022

 

 

2021

 

 

2021

 

Domestic

 

$

48,020

 

 

$

41,641

 

 

$

10,046

 

Foreign

 

 

7,084

 

 

 

4,740

 

 

 

(1,530

)

Income from continuing operations before income
   taxes

 

$

55,104

 

 

$

46,381

 

 

$

8,516

 

As a result of the tax deduction related to the exercise of the 2.9 million SARs in 2021, the Company had recorded an income tax benefit of $7.7 million, which resulted in a receivable balance of $3.4 million in prepaid expenses and other current assets on the consolidated balance sheet as of December 31, 2021.

 

 

Year Ended

 

 

 

December 29,

 

 

December 30,

 

 

January 1,

 

 

 

2017

 

 

2016

 

 

2016

 

Domestic

 

$

22,038

 

 

$

28,611

 

 

$

16,249

 

Foreign

 

 

8,200

 

 

 

5,555

 

 

 

5,267

 

Income before income taxes

 

$

30,238

 

 

$

34,166

 

 

$

21,516

 


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. Income Taxes (continued)

The components of income tax expense (benefit)from continuing operations are as follows (in thousands):

 

Year Ended

 

 

Year Ended

 

 

December 29,

 

 

December 30,

 

 

January 1,

 

 

December 30,

 

 

December 31,

 

 

January 1,

 

 

2017

 

 

2016

 

 

2016

 

 

2022

 

 

2021

 

 

2021

 

Current tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

3,231

 

 

$

8,969

 

 

$

2,042

 

 

$

9,782

 

 

$

2,043

 

 

$

3,125

 

State

 

 

445

 

 

 

1,065

 

 

 

463

 

 

 

3,416

 

 

 

663

 

 

 

810

 

Foreign

 

 

989

 

 

 

252

 

 

 

224

 

 

 

1,584

 

 

 

654

 

 

 

374

 

 

 

4,665

 

 

 

10,286

 

 

 

2,729

 

 

 

14,782

 

 

 

3,360

 

 

 

4,309

 

Deferred tax expense (benefit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

(2,915

)

 

 

789

 

 

 

3,566

 

 

 

49

 

 

 

765

 

 

 

(769

)

State

 

 

209

 

 

 

667

 

 

 

529

 

 

 

(99

)

 

 

303

 

 

 

(81

)

Foreign

 

 

925

 

 

 

883

 

 

 

883

 

 

 

(430

)

 

 

401

 

 

 

(588

)

 

 

(1,781

)

 

 

2,339

 

 

 

4,978

 

 

 

(480

)

 

 

1,469

 

 

 

(1,438

)

Income tax expense

 

$

2,884

 

 

$

12,625

 

 

$

7,707

 

Income tax expense from continuing operations

 

$

14,302

 

 

$

4,829

 

 

$

2,871

 

48


 

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. Income Taxes (continued)

A reconciliation of the federal statutory tax rate with the effective tax rate from continuing operations is as follows:

 

 

Year Ended

 

 

December 30,

 

December 31,

 

January 1,

 

 

 

 

2022

 

2021

 

2021

 

 

U.S. statutory income tax expense rate

 

 

21.0

 

%

 

 

21.0

 

%

 

 

21.0

 

%

State income taxes, net of federal income tax
   expense

 

 

4.8

 

 

 

 

1.6

 

 

 

 

6.8

 

 

Valuation reduction

 

 

(0.3

)

 

 

 

0.1

 

 

 

 

(0.6

)

 

Meals and entertainment

 

 

 

 

 

 

 

 

 

 

0.6

 

 

Foreign rate differential

 

 

0.1

 

 

 

 

0.3

 

 

 

 

0.9

 

 

Share based compensation

 

 

(1.0

)

 

 

 

(13.2

)

 

 

 

2.4

 

 

Foreign exchange loss

 

 

(0.2

)

 

 

 

(0.1

)

 

 

 

0.2

 

 

Other, net

 

 

1.6

 

 

 

 

0.7

 

 

 

 

2.4

 

 

Effective tax rate

 

 

26.0

 

%

 

 

10.4

 

%

 

 

33.7

 

%

 

 

Year Ended

 

 

December 29,

 

December 30,

 

January 1,

 

 

2017

 

2016

 

2016

U.S statutory income tax expense rate

 

 

35.0

 

%

 

 

35.0

 

%

 

 

35.0

 

%

State income taxes, net of federal income tax expense

 

 

1.4

 

 

 

 

3.3

 

 

 

 

3.0

 

 

Valuation reduction

 

 

(0.2

)

 

 

 

(0.7

)

 

 

 

(0.8

)

 

Tax reform impact on deferred taxes

 

 

(13.4

)

 

 

 

 

 

 

 

 

 

Meals and entertainment

 

 

0.9

 

 

 

 

0.8

 

 

 

 

1.2

 

 

Foreign rate differential

 

 

(3.7

)

 

 

 

(1.8

)

 

 

 

(3.1

)

 

Shared based compensation

 

 

(11.4

)

 

 

 

 

 

 

 

 

 

Foreign exchange loss

 

 

0.3

 

 

 

 

0.1

 

 

 

 

(0.2

)

 

Other, net

 

 

0.6

 

 

 

 

0.2

 

 

 

 

0.7

 

 

Effective tax rate

 

 

9.5

 

%

 

 

36.9

 

%

 

 

35.8

 

%

The components of the net deferred income tax asset (liability) are as follows (in thousands):

 

 

Year Ended

 

 

 

December 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Deferred income tax assets:

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

224

 

 

$

681

 

Net operating loss and tax credits carryforward

 

 

2,902

 

 

 

2,562

 

Accrued expenses and other liabilities

 

 

5,804

 

 

 

5,014

 

 

 

 

8,930

 

 

 

8,257

 

Valuation allowance

 

 

(1,463

)

 

 

(1,602

)

 

 

 

7,467

 

 

 

6,655

 

Deferred income tax liabilities:

 

 

 

 

 

 

Depreciation

 

 

(3,847

)

 

 

(4,015

)

Tax over book amortization on goodwill and intangibles

 

 

(10,316

)

 

 

(9,548

)

Other items

 

 

(181

)

 

 

(417

)

 

 

 

(14,344

)

 

 

(13,980

)

Net deferred income tax liability

 

$

(6,877

)

 

$

(7,325

)

 

 

Year Ended

 

 

 

December 29,

 

 

December 30,

 

 

 

2017

 

 

2016

 

Deferred income tax assets:

 

 

 

 

 

 

 

 

   Allowance for doubtful accounts

 

$

582

 

 

$

978

 

   Net operating loss and tax credits carryforward

 

 

2,311

 

 

 

2,182

 

   Accrued expenses and other liabilities

 

 

4,257

 

 

 

4,089

 

 

 

 

7,150

 

 

 

7,249

 

Valuation allowance

 

 

(984

)

 

 

(1,042

)

 

 

 

6,166

 

 

 

6,207

 

Deferred income tax liabilities:

 

 

 

 

 

 

 

 

   Depreciation

 

 

(4,787

)

 

 

(5,484

)

   Tax over book amortization on goodwill and intangibles

 

 

(7,437

)

 

 

(10,789

)

   Other items

 

 

(182

)

 

 

(150

)

 

 

 

(12,406

)

 

 

(16,423

)

Net deferred income tax liability

 

$

(6,240

)

 

$

(10,216

)


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. Income Taxes (continued)

The 2017 Tax Cuts and Jobs Act (the “2017 Tax Act”) was signed into law on December 22, 2017.  The 2017 Tax Act made a significant number of changes to existing U.S. Internal Revenue Code, including a permanent reduction of the U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017, and it also provides for a one-time transition tax on certain unremitted foreign earnings (the “Transition Tax”).  As a result, the Company recorded a provisional income tax benefit of $4.0 million related to the re-measurement of deferred tax assets and liabilities resulting from the reduction of the federal corporate tax rate.  The Company has performed a preliminary analysis of its post-1986 earnings and profits of its foreign subsidiaries and has estimated an overall accumulated net deficit, therefore no amounts have been recorded relative to the Transition Tax. In accordance with Staff Accounting Bulletin (“SAB”) No. 118, the Company will finalize the deferred tax and Transition Tax calculations during the allowed measurement period in 2018.   

The SEC staff issued Staff Accounting Bulletin ("SAB") No. 118 in December.  The SAB provides guidance on accounting for the tax effects of the 2017 Tax Act where uncertainty exists, it provides a measurement period that should not extend beyond one year from the 2017 Tax Act enactment date for companies to complete the related accounting under U.S. GAAP.  In accordance with this guidance, the company has recorded provisional amounts for those specific income tax effects of the 2017 Tax Act for which a reasonable estimate could be determined.  

As of December 29, 2017,30, 2022, the Company had $1.9$1.0 million of U.S. state net operating loss carryforwards. Additionally, atas of December 29, 2017,30, 2022, the Company had $3.7$7.9 million of foreign net operating loss carryforwards of which $0.5 million related toprimarily from operations in the United Kingdom, Germany, France and $0.8 million related to operations in Australia. A significant amountportion of the foreign net operating losses may be carried forward indefinitely.

The liability method of accounting for deferred income taxes requires a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In determining the need for valuation allowances the Company considers evidence such as history of losses and general economic conditions. AtAs of December 29, 201730, 2022 and December 30, 2016,31, 2021 the Company had a valuation allowance of $1.0$1.5 million for both periods,and $1.6 million, respectively, to reduce deferred income tax assets, primarily related to foreign and state net operating loss and tax credit carryforwards.carryforwards, to the amounts expected to be realized.

The undistributed earnings in foreign subsidiaries atas of December 31, 201730, 2022, was approximately $4.9$11.4 million. The companyCompany has historically reinvested its foreign earnings abroad indefinitely and as a result no U.S. federal or state deferred income taxes have been provided on these earnings.

The 2017 Tax Act implements a territorial system, whereby certain foreign subsidiary earnings can be repatriated to the U.S with no federal tax.  As a result, the company is still evaluating the impact of the 2017 Tax Act on its assertion to indefinitely reinvest the earnings from certain of its foreign jurisdictions and therefore continues to assert that suchreinvest future earnings will be indefinitely reinvested.abroad.

Penalties and tax-related interest expense are reported as a component of income tax expense. For the years ended December 29, 201730, 2022, December 31, 2021, and December 30, 2016,January 1, 2021 the total amount of accrued income tax-related interest and penalties was $256$192 thousand, $179 thousand and $ 228167 thousand, respectively.

The Company prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures.

49


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. Income Taxes (continued)

The following table sets forth the detail and activity of the ASC 740-10740 liability during the years ended December 29, 201730, 2022 and December 30, 201631, 2021 (in thousands):

 

Year Ended

 

 

Year Ended

 

 

December 29,

 

 

December 30,

 

 

December 30,

 

December 31,

 

 

2017

 

 

2016

 

 

2022

 

 

2021

 

Beginning balance

 

$

738

 

 

$

712

 

 

$

437

 

 

$

425

 

Additions based on tax positions

 

 

28

 

 

 

26

 

 

 

13

 

 

 

12

 

Reduction for prior year tax deductions

 

 

 

 

 

 

Ending balance

 

$

766

 

 

$

738

 

 

$

450

 

 

$

437

 


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. Income Taxes (continued)

As of December 29, 201730, 2022 and December 30, 2016,31, 2021 the ASC 740-10, “Accounting for Uncertainty in Income Taxes”, liability of $0.8$0.5 million and $0.7$0.4 million, respectively, was classified as a current liability and included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.

The Company does not believe there will be any material changes in its unrecognized tax positions over the next twelve months. The reversal of ASC 740-10 tax liabilities as of December 29, 201730, 2022 and December 30, 201631, 2021 would have a favorable impact on the effective tax rate in future period.

10. Stock Based Compensation

Stock Plans

Total share basedshare-based compensation included in net income for the years ended December 29, 2017,30, 2022, December 30, 2016,31, 2021, and January 1, 20162021 is as follows:

 

Year Ended

 

 

Year Ended

 

 

December 29,

 

 

December 30,

 

 

January 1,

 

 

December 30,

 

December 31,

 

January 1,

 

 

2017

 

 

2016

 

 

2016

 

 

2022

 

 

2021

 

 

2021

 

Restricted stock units

 

$

7,801

 

 

$

7,550

 

 

$

6,776

 

 

$

10,252

 

 

$

9,716

 

 

$

8,676

 

Stock options and stock appreciation rights

 

 

 

 

 

 

 

 

2,658

 

Common stock subject to vesting requirements

 

 

2,515

 

 

 

1,215

 

 

 

927

 

 

 

15

 

 

 

406

 

 

 

1,064

 

 

$

10,316

 

 

$

8,765

 

 

$

10,361

 

 

$

10,267

 

 

$

10,122

 

 

$

9,740

 

The number of shares available for future issuance under the Company's stock plans as of December 29, 201730, 2022 were 2,229,558.2,853,757. The Company issues new shares as they are required to be delivered under the plan.

Stock Options and SARs

The Company has granted stock options to employees and directors of the Company at exercise prices equal to the marketfair value of the stock at the date of grant. The options generally vest ratably over four years, based on continued employment, with a maximum term of ten years.  years. Stock option activity under the Company’s stock option plans for the year ended December 29, 2017 is summarized as follows:

 

 

Option Shares

 

 

Weighted Average

Exercise Price

 

 

Weighted Average

Remaining

Contractual Term

 

 

Aggregate

Intrinsic Value

 

Outstanding as of December 30, 2016

 

 

230,167

 

 

$

4.00

 

 

 

 

 

 

 

 

 

Exercised

 

 

(50,000

)

 

 

4.00

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding as of December 29, 2017

 

 

180,167

 

 

$

4.00

 

 

 

4.22

 

 

$

2,109,818

 

Exercisable at December 29, 2017

 

 

180,167

 

 

$

4.00

 

 

 

4.22

 

 

$

2,109,818

 

A summary of the Company’s stock option activity for the years ended December 30, 20162022, December 31, 2021 and January 1, 20162021, are summarized as follows:

 

December 30, 2022

 

 

December 31, 2021

 

 

January 1, 2021

 

 

Option Shares

 

 

Weighted Average
Exercise Price

 

 

Option Shares

 

 

Weighted Average
Exercise Price

 

 

Option Shares

 

 

Weighted Average
Exercise Price

 

Outstanding at beginning of year

 

30,000

 

 

$

4.00

 

 

 

180,000

 

 

$

4.00

 

 

 

180,000

 

 

$

4.00

 

Exercised

 

(30,000

)

 

 

4.00

 

 

 

(150,000

)

 

 

 

 

 

 

 

 

 

Outstanding at end of year

 

 

 

$

-

 

 

 

30,000

 

 

$

4.00

 

 

 

180,000

 

 

$

4.00

 

Exercisable at end of year

 

 

 

$

-

 

 

 

30,000

 

 

$

4.00

 

 

 

180,000

 

 

$

4.00

 

The intrinsic value of the options that were exercised in 2022 and 2021 was as follows:$0.6 million and $2.4 million, respectively.

50


 

 

 

December 30, 2016

 

 

January 1, 2016

 

 

 

Option Shares

 

 

Weighted Average

Exercise Price

 

 

Option Shares

 

 

Weighted Average

Exercise Price

 

Outstanding at beginning of year

 

 

230,167

 

 

$

4.00

 

 

 

297,667

 

 

 

4.00

 

Exercised

 

 

 

 

 

 

 

 

(67,500

)

 

 

3.99

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at end of year

 

 

230,167

 

 

$

4.00

 

 

 

230,167

 

 

$

4.00

 

Exercisable at end of year

 

 

230,167

 

 

$

4.00

 

 

 

90,167

 

 

$

4.00

 


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Stock Based Compensation (continued)

All of the outstanding SARs as of January 1, 2021 were exercised in December 2021. There are no outstanding SARs as of December 30, 2022. As a result of the tax deduction related to the exercise of the 2.9 million SARs in 2021, the Company had recorded an income tax benefit of $7.7 million, which resulted in a receivable balance of $3.4 million in prepaid expenses and other current assets on the consolidated balance sheet as of December 31, 2021.

The activity for the year ended December 31, 2021 was as follows:

 

 

Number of SARs

 

 

Weighted Average
Exercise Price

 

Outstanding as of January 1, 2021

 

 

2,916,563

 

 

$

4.00

 

Exercised

 

 

(2,916,563

)

 

$

4.00

 

Outstanding as of December 31, 2021

 

 

 

 

 

 

The intrinsic value of the SARs that were exercised in 2021 was $46.1 million.

The fair value of the SARs and stock options iswas estimated using the Black-Scholes option pricing valuation model. The determination of fair value is affected by the Company's stock price, expected stock price volatility, expected term of the award and the risk-free rate of interest.

Other information pertaining to stock option activity during the years ended December 29, 2017, December 30, 2016, and January 1, 2016 was as follows (in thousands):

 

 

Year Ended

 

 

 

December 29, 2017

 

 

December 30, 2016

 

 

January 1, 2016

 

Total intrinsic value of stock options exercised

 

$

803

 

 

$

 

 

$

660

 

On February 8, 2012, the Compensation Committee approved the fiscal year 2012 through 2015 equity compensation target for the Chief Executive Officer and Chief Operating Officer. Under this target, a single performance-based option grant was made to the Company’s Chief Executive Officer and the Chief Operating Officer of 1,912,500 options and 1,004,063 options, respectively, totaling 2,916,563 options, each with an exercise price of $4.00 and a fair value of $1.31. One -half of the options vest upon the achievement of at least 50% growth of pro forma earnings per share and the remaining half vest upon the achievement of at least 50% pro forma EBITDA growth. Pro forma EBITDA is defined as pro forma earnings (which specifically excludes non-cash stock compensation expense, intangible asset amortization expense, acquisition-related charges and gains, restructuring charges and assumes a normalized long-term cash rate of 30%) before interest, taxes and depreciation. Each metric can be achieved at any time during the six -year term of the award based on a trailing twelve-month period measured quarterly. The grants will expire if neither target is achieved during the six-year term. The base year for the performance calculation is fiscal 2011 for both pro forma earnings per share and pro forma EBITDA performance targets.

In March of 2013, the performance-based stock option grants were surrendered by the Company’s Chief Executive Officer and Chief Operating Officer and replaced with SARs, totaling 2,916,563, equal in number to the number of options granted to each of them in 2012. The terms and conditions and the specific performance targets that must be achieved in order for the SAR s to vest are the same as those of the surrendered options, with the exception that the SARs will be settled in cash, stock or any combination thereof, at the Company��s discretion.

The SARs related to the pro forma EPS target were earned and vested in the first quarter of 2015 with the Audit Committee’s approval of the Company’s 2014 financial statements and the SARs related to the pro forma EBITDA target were earned and vested in the first quarter of 2016 with the Audit Committee’s approval of the Company’s 2015 financial statements. As of December 29, 2017, no SARs had been exercised.  

SAR activity for the year ended December 29, 2017 was as follows:

 

 

Number of SARs

 

 

Weighted Average

Exercise Price

 

 

Weighted Average

Fair Value

 

Outstanding as of December 30, 2016

 

 

2,916,563

 

 

$

4.00

 

 

 

1.31

 

Expired

 

 

 

 

 

 

 

 

 

Outstanding as of December 29, 2017

 

 

2,916,563

 

 

$

4.00

 

 

$

1.31

 

Exercisable at December 29, 2017

 

 

2,916,563

 

 

$

4.00

 

 

$

1.31

 

The following assumptions were used to determine the fair value of the SARs granted to employees:

Expected volatility

43

%

Risk-free rate

0.35% -1.00%

Expected term (in years)

2-6


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Stock Based Compensation (continued)

As of December 29, 2017, 100% of total outstanding options and SARs were performance-based. The Company did not record any compensation expense in 2017 related to the options and SARs, but did record $2.7 million of compensation expense in 2015 related to these options and SARs. As of January 1, 2016, all stock compensation expense related to the outstanding options and SARs had been expensed. 

Restricted Stock Units

Under the stock plans, participants may be granted restricted stock units, each of which represents a conditional right to receive a common share in the future. The restricted stock units granted under this plan generally vest over one of the following vesting schedules: (1) a four -year period, with 50%50% vesting on the second anniversary and 25%25% of the shares vesting on the third and fourth anniversaries of the grant date, (2) a four -year period, with 25%25% vesting on the first, second, third and fourth anniversary, or (3) a three -year period with 33%33% vesting on the first, second and third anniversary, or (4) a one-year period with 100% vest on the first anniversary. Upon vesting, the restricted stock units will convert into an equivalent number of shares of common stock. The amount of expense relating to the restricted stock units is based on the closing market price of the Company’s common stock on the date of grant and is amortized on a straight-line basis over the applicable requisite service period. Restricted stock unit activity for the year ended December 29, 2017,30, 2022, was as follows:

 

 

Number of
Restricted
Stock Units

 

 

Weighted Average
Grant-Date
Fair Value

 

Nonvested balance as of December 31, 2021

 

 

1,175,166

 

 

 

15.89

 

Granted

 

 

734,464

 

 

 

19.44

 

Vested

 

 

(609,358

)

 

 

16.16

 

Forfeited

 

 

(87,370

)

 

 

16.70

 

Nonvested balance as of December 30, 2022

 

 

1,212,902

 

 

$

17.85

 

 

 

Number of

Restricted

Stock Units

 

 

Weighted Average

Grant-Date

Fair Value

 

Nonvested balance as of December 30, 2016

 

 

1,779,480

 

 

$

9.02

 

Granted

 

 

674,592

 

 

 

16.60

 

Vested

 

 

(862,731

)

 

 

7.77

 

Forfeited

 

 

(71,703

)

 

 

13.24

 

Nonvested balance as of December 29, 2017

 

 

1,519,638

 

 

$

12.96

 

The Company recorded restricted stock units basedunits-based compensation expense of $7.8$10.3 million, $7.6$9.7 million and $6.8$8.7 million in 2017, 2016,2022, 2021, and 2015,2020 respectively, which is included in stock compensation expense, based on the vesting provisions of the restricted stock units and the fair market value of the stock on the grant date. As of December 29, 2017,30, 2022, there was $9.1$11.7 million of total restricted stock unit compensation expense related to the nonvestedunvested awards not yet recognized, which is expected to be recognized over a weighted average period of 1.92.3 years. The Company accounts for certain restricted stock units under liability accounting as a result of the fixed monetary amount and a variable number of shares that will be issued. See Note 5 for further details.

51


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Stock Based Compensation (continued)

Common Stock Subject to Vesting Requirements

Shares of common stock subject to vesting requirements were issued to employees of acquired companies. These shares vest over a period of up to four years.years. Compensation expense was based on the marketfair value of the Company’s common stock at the time of grant and is recognized on a straight-line basis. The activity for common stock subject to vesting requirement srequirements for the year ended December 29, 201730, 2022 was as follows:

 

 

Number of Shares
of Common Stock
Subject to Vesting
Requirements

 

 

Weighted Average
Grant-Date
Fair Value

 

Nonvested balance as of December 31, 2021

 

 

2,945

 

 

$

16.17

 

Vested

 

 

(1,473

)

 

 

16.17

 

Forfeited

 

 

(154

)

 

 

16.17

 

Nonvested balance as of December 30, 2022

 

 

1,318

 

 

$

16.17

 

 

 

Number of Shares

of Common Stock

Subject to Vesting

Requirements

 

 

Weighted Average

Grant-Date

Fair Value

 

Nonvested balance as of December 30, 2016

 

 

505,060

 

 

$

9.00

 

Granted

 

 

182,279

 

 

 

19.82

 

Vested

 

 

(248,587

)

 

 

9.11

 

Forfeited

 

 

(7,728

)

 

 

8.99

 

Nonvested balance as of December 29, 2017

 

 

431,024

 

 

$

13.52

 

Common stock subject to vesting requirements of $3.6 million and $4.6$1.0 million was issued in 2017 and 2015, respectively,2019 in relation to the equity portion of the Jibe acquisition closing consideration and the Technolab earn-out consideration, respectively.acquisitions. These shares are subject to up to a four yearfour-year vesting period.

The Company recorded compensation expense of $2.5 million, $1.2$15 thousand, $0.4 million and $0.9$1.1 million, during the years ended December 29, 2017,30, 2022, December 30, 2016,31, 2021, and January 1, 2016,2021 respectively, related to common stock subject to vesting requirements.


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Stock Based Compensation (continued)

As of December 29, 2017,30, 2022, there was $ 4.2 million10 thousand of total stock basedstock-based compensation expense related to common stock granted subject to vesting requirements not yet recognized, which is expected to be recognized over a weighted average period of 2.70.8 years.

11. Shareholders’ Equity

Employee Stock Purchase Plan

Effective July 1, 1998, the Company adopted an Employee Stock Purchase Plan to provide substantially all employees who have completed three months of service as of the beginning of an offering period an opportunity to purchase shares of its common stock through payroll deductions. Purchases on any one grant are limited to 10%10% of eligible compensation. Shares of the Company’s common stock may be purchased by employees at six -monthsix-month intervals at 95%95% of the fair market value on the last trading day of each six-month period. The aggregate fair market value, determined as of the first trading date of the offering period, of shares purchased by an employee may not exceed $25,000$25,000 annually. In 2017, subject to shareholder approval,On February 17, 2022, the Company’s Board of Directors agreed to extendand the Company’s shareholders approved an extension of the Employee Stock Purchase Plan to July 1, 2023 from July 1, 20182028 and added an additional 250,000 shares of common stock which increased the total available shares of common stock to 279,606.282,069 at that time. As of 2017,the year end 2022, a total of 211,845241,447 sharesof common stock were available for purchase under the plan. For plan years 2017, 20162022, 2021 and 2015 67,7612020, 40,622 shares, 67,11141,504 shares and 48,35656,679 shares, respectively, were issued for total proceeds of $1.0$0.8 million $1.0 million,in each year.

Treasury Stock and $0.7 million, respectively.      Tender Offer

Treasury Stock

On July 30, 2002, the Company announced that its Board of Directors approved the repurchase of up to $5.05.0 million of the Company’s common stock.stock through its share repurchase program. Since the inception of the repurchase plan, the Board of Directors has approved the repurchase of an additional $132.2$287.2 million of the Company’s common stock, thereby increasing the total program size to $137.2$120.0 million as of December 29, 2017.which was approved in 2022. As of December 29, 2017,30, 2022, the Company had effectedaffected cumulative purchases under the plan of $134.1 $272.5million, leaving $3.1$14.7 millionavailable for future purchases.

In December 2022 the Company completed the tender offer through which 4.9 million shares were accepted for purchase for a total cost, inclusive of transaction related fees, of $115.9 million, or $23.71 per share, which represented 15% of the Company's issued and outstanding stock at the time. The Company used $60.0 million in borrowings from its Credit Facility and cash on hand to fund the tender offer as discussed in Note 8.

52


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. Shareholders’ Equity (continued)

During 2022 and 2021, the Company repurchased 4.9 million and 749 thousand shares of its common stock, respectively, at an average price per share of $23.69 and $17.42, respectively, for a total cost of $116.7 million and $13.0 million, respectively. As of December 30, 2022 and December 31, 2021 the Company had repurchased under the plan inception to date 33.2million and 28.3 million shares of its common stock, respectively, at an average price of $8.21 per share and $5.51 per share, respectively. In addition to the shares tendered under the tender offer, during 2022, the Company repurchased 31 thousand shares of its common stock from members of its Board of Directors for $0.6 million or $20.50 per share. The proceeds from the sale of these shares were used in part to cover estimated tax liabilities associated with previously vested restricted stock units.

There is no expiration of the authorization. Under the repurchase plan, the Company may buy back shares of its outstanding stock from time to time either on the open market or through privately negotiated transactions, subject to market conditions and trading restrictions, excluding the above mentioned tender offers.  During 2017 and 2016, the Company repurchased 748 thousand and 2.1 million shares of its common stock, respectively, at an average price per share of $15.11 and $14.60, respectively, for a total cost of $11.3 million and $30.1 million, respectively. As of December 29, 2017 and December 30, 2016, the Company had repurchased 26.9 million and 26.2 million shares of its common stock, respectively, at an average price of $4.97 and $4.69 per share, respectively. Subsequent to year end, the Company repurchased 53 thousand shares of the Company’s stock from members of its Board of Directors and Executive team for a total cost of $1.0 million, or $18.33 per share. The proceeds from the sale of these shares will be used in part to cover estimated tax liabilities associated with previously vested restricted stock units. This leaves $2.2 million available under the repurchase plan for future purchases.

restrictions. The Company holds repurchased shares of its common stock as treasury stock and accounts for treasury stock under the cost method.

On May 6, 2016, the Company’s Board of Directors approved the repurchase of 697 thousand shares of its common stock from the Company’s CEO, 732 thousand shares of its common stock from the Company’s COO, and 73 thousand shares of its common stock from the Company’s CFO for a total of approximately 1.5 million shares at a purchase price of $14.77 per share. The transaction was approved by the Audit Committee of the Board of Directors which is comprised solely of independent directors and was effected as part of the Company’s share repurchase program.  Following the transaction, Mr. Fernandez, Mr. Dungan and Mr. Ramirez remained the beneficial owners of 11.8%, 4.9% and 0.9% shares, respectively, of the outstanding common stock.  One of the primary reasons for this transaction was to lower the Company’s weighted average shares outstanding which had increased by 11% from the first quarter of 2015 as a result of the vesting of the SARs and appreciation in share price. The repurchase reduced weighted average shares outstanding by approximately 4% and is $0.03 to $0.04 accretive on an annualized basis. Based on the most recent SEC filings, including shares of Company common stock beneficially owned and shares that could be acquired upon the exercise of the SARs, Mr. Fernandez continues to be the largest beneficial shareholder of the Company.

Shares purchased under the repurchase plan do not include shares withheld to satisfy withholding tax obligations. These withheld shares are never issued and in lieu of issuing the shares, taxes were paid on the employee’s behalf. In 2017 and 2016, 268 thousand2022, 0.2 million shares were withheld and not issued for a cost of $4.4$3.2 million and 294 thousandbringing the total cumulative cash used to repurchase stock in 2022 to $119.8 million. In 2021, 1.1 million shares were withheld and not issued for a cost of $4.0$21.6 million respectively,bringing the total cumulative cash used to repurchase stock in 2021 to $34.6 million, which includes the net exercise of the SARs and options as discussed in Note 10. The shares withheld for taxes are included under issuance of common stock in the accompanying consolidated statements of shareholders’ equity. Subsequent to December 29, 2017, 177 thousand shares have been withheld for a total cost of $ 3.1 million.


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDividends

11. Shareholders’ Equity (continued)

Dividends

In December 2012, the Company announced an annual dividend program of $0.10 per share. In December 2012 and 2013, the Company paid annual dividends of $0.10$0.10 per share or $3.1 million to shareholders of record as of close of business on December 20, 2012 and on December 10, 2013, respectively.be paid semi-annually. In 2014, the Company increased the dividend to $0.12 per share, or $3.5 million, to shareholders of record as of close of business on December 10, 2014. In 2015,2020, the Company increased the annual dividend to $0.20$0.38 per share to be paid on a semi-annualquarterly basis which resulted in aggregate dividends of $3.1 million and $3.2$9.1 million paid to shareholders of record on June 29, 201530, 2020, September 25, 2020, and December 28, 2015, respectively.18, 2020, all of which were paid in 2020. In 2016,2021, the Company increased the annual dividend to $0.26$0.40 per share to be paid on a semi-annualquarterly basis which resulted in aggregate dividends of $4.0 million and $4.0$12.9 million paid to shareholders of record on March 26, 2021, June 30, 201625, 2021, September 24, 2021, and December 22, 2016, respectively. 17, 2021, all of which were paid in 2021. In 2017,2022, the Company increased the annual dividend to $0.30$0.44 per share to be paid on a semi-annualquarterly basis which resulted in aggregate dividends of $4.6 million and $4.7$13.4 million paid to shareholders of record on June 30, 2017 April 5, 2022,July 6, 2022, October 5, 2022,and December 22, 2017, respectively.17, 2022. The December 17, 2022 dividend was paid January 6, 2023. These dividends were paid from U.S. domestic sources and are accounted for as an increase to retainedaccumulated deficit. The dividend declared in December 2017 was paid in January 2018. Subsequent to December 29, 2017,30, 2022, the Company increaseddeclared its annualfirst quarterly dividend to $0.34for 2023 of $0.12 per share for shareholders on March 24, 2023, to be paid on a semi-annual basis.April 7, 2023.

12. 401(k) Plan

12. Benefit Plan

The Company maintains a 401(k) plan covering all eligible employees. Subject to certain dollar limits, eligible employees may contribute up to 15%15% of their pre-tax annual compensation to the plan. The Company may make discretionary contributions on an annual basis. During fiscal years 2017, 2016, and 2015, theThe Company mademakes matching contributions of 25%40% of employee eligible contributions up to 4%6% of their gross salaries. The Company’s matching contributions were $0.5 million, $0.6 million and $0.3 $0.9million for the fiscal years ended December 29, 2017, December 30, 20162022 and January 1, 2016.$0.8 million in both 2021 and 2020.

13. Transactions with Related Parties

During the year ended 2017,December 30, 2022, the Company repurchased 5931 thousand shares of the Company’s stock from members of its Board of Directors for a total cost of $1.2$0.6 million, or $20.13$20.50 per share. During the year ended December 30, 2016, the Company bought back 25 thousand shares of its common stock from members of its Board of Directors for $0.4 million or $15.68 per share. Subsequent to year end,31, 2021, the Company repurchased 5324 thousand shares of the Company’s stock from members of its Board of Directors and Executive team for a total cost of $1.0$0.4 million, or $18.33$16.05 per share. Subsequent to the year ended December 30, 2022, the Company repurchased 37 thousand shares of the Company’s stock from members of its Board of Directors for a total of $0.7 million, or $18.96 per share. The proceeds from the sale of these shares will bewere used primarily to cover estimated tax liabilities associated with previously vested restricted stock units.

On May 6, 2016, the Company’s Board of Directors approved the repurchase of 697 thousand shares of its common stock from the Company’s CEO, 732 thousand shares of its common stock from the Company’s COO, and 73 thousand shares of its common stock from the Company’s CFO for a total of approximately 1.5 million shares at a purchase price of $14.77 per share. The transaction was approved by the Audit Committee of the Board of Directors which is comprised solely of independent directors and was affected as part of the Company’s share repurchase program. See Note 1011 for further details.

53


 

There were no related party transactions in 2015.THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. Litigation

The Company is involved in legal proceedings, claims, and litigation arising in the ordinary course of business not specifically discussed herein. In the opinion of management, the final disposition of such matters will not have a material adverse effect on the Company’s consolidated financial position, cash flows or results of operations.

15. Segment Information and Geographical Data

15. Acquisitions

Jibe Consulting

Effective May 1, 2017,in the third quarter of fiscal year 2022, the Company acquired certain assetshas reorganized its operating and liabilitiesinternal reporting structure to better align with its primary market solutions. As a result of Jibe Consulting, Inc. (“Jibe”), a U.S.- basedthe reorganization and in accordance with ASC 280, management has made the determination to present three operating segments and three reportable segments: (1) Global S&BT, (2) Oracle E-Business Suite (“EBS”)Solutions, and Oracle Cloud Business Application implementation firm. The acquisition(3) SAP Solutions. Global S&BT includes the results of Jibe enhances the Company’s Cloud Application capabilitiesstrategic business consulting practices; Oracle Solutions includes the results of the Company’s Oracle EPM/ERP and strongly complements its market leading EPM transformationAMS practices; SAP Solutions includes the Company’s SAP applications and technology implementation group.related SAP service offerings.


Due to the change in reportable segments, the Company has presented the segment information for the twelve months ended December 30, 2022, December 31, 2021, and January 1, 2021, respectively. While our consolidated results were not impacted by this change, we recast the historical segment information below for comparability. The SAP Solutions reportable segment is the only segment that contains software license sales.

The measurement criteria for segment profit or loss are substantially the same for each reportable segment, excluding any unusual or infrequent items, if any. Segment profit consists of the revenues generated by a segment, less operating expenses that are incurred directly by the segment. Unallocated costs include corporate costs related to administrative functions that are performed in a centralized manner that are not attributable to a particular segment. Segment information related to assets has been omitted as the CODM does not receive discrete financial information regarding assets at the segment level.

54


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. AcquisitionsSegment Information and Geographical Data (continued)

The sellers’ purchase consideration was $5.4 million in cash, not subject to vesting, and $3.6 million in shares oftables below set forth information about the Company’s common stock, subjectoperating segments for the years ended December 30, 2022, December 31, 2021 and January 1, 2021 along with the items necessary to vesting. The equity that was issued has a four-year vesting term and will be recorded as compensation expense overreconcile the respective vesting period. In addition, the sellers have the opportunity to earn an additional $6.6 million in cash and $4.4 million in Company common stock based on the achievement of performance targets over the 18 months period following closing for a total of $11.0 million in contingent consideration; a portion of which will be allocated to key employees in both cash and Company stock.  The cash relatedsegment information to the contingent consideration which is to be paid to the sellers is not subject to service vesting and has been accounted for as part of the purchase consideration. The cash related to the contingent consideration, which is to be paid to the key employees, is subject to service vesting and is being accounted for as compensation expense. This contingent liability has been recordedtotals reported in the accompanying consolidated balance sheet as current accrued expenses and other liabilities. The equity related to the contingent consideration will be subject to service vesting and will be recorded as compensation expense over the respective vesting period. As of December 29, 2017, the Company had recorded $1.5 million of acquisition-related compensation expense and non-cash stock compensation related to the equity portion of the closing consideration and the equity portion of the contingent consideration. The initial cash consideration was funded from borrowings under the Company’s Revolver.

The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values.  The fair value of identifiable intangible assets acquired was based on estimates and assumptions made by management at the time of the acquisition. As additional information, as of the acquisition date, becomes available and as management completes its evaluation, the purchase price allocation may be revised during the remainder of the measurement period (which will not exceed 12 months from the acquisition date). Any such revisions or changes may be material as the fair values of the tangible and intangible assets acquired and liabilities assumed are finalized. The following table presents the preliminary purchase price allocation of the assets acquired and liabilities assumed, based on the fair valuesfinancial statements (in thousands):

 

 

Year Ended

 

 

 

December 30,

 

 

December 31,

 

 

January 1,

 

 

 

2022

 

 

2021

 

 

2021

 

Global S&BT:

 

 

 

 

 

 

 

 

 

Total revenue*

 

$

169,660

 

 

$

146,224

 

 

$

117,820

 

Segment profit

 

 

61,319

 

 

 

49,321

 

 

 

27,307

 

Oracle Solutions:

 

 

 

 

 

 

 

 

 

Total revenue*

 

$

76,320

 

 

$

74,886

 

 

$

73,095

 

Segment profit

 

 

15,335

 

 

 

15,662

 

 

 

11,676

 

SAP Solutions:

 

 

 

 

 

 

 

 

 

Total revenue*

 

$

47,762

 

 

$

57,699

 

 

$

48,567

 

Segment profit

 

 

12,827

 

 

 

18,843

 

 

 

13,453

 

Total Company:

 

 

 

 

 

 

 

 

 

Total revenue*

 

$

293,742

 

 

$

278,809

 

 

$

239,482

 

 

 

 

 

 

 

 

 

 

 

Total segment profit

 

$

89,481

 

 

$

83,826

 

 

$

52,436

 

Items not allocated to segment level:

 

 

 

 

 

 

 

 

 

Corporate general and administrative expenses**

 

 

21,180

 

 

 

22,840

 

 

 

19,038

 

Non-cash stock based compensation expense

 

 

10,267

 

 

 

10,122

 

 

 

9,740

 

Acquisition-related compensation expense

 

 

-

 

 

 

11

 

 

 

50

 

Depreciation and amortization

 

 

3,437

 

 

 

4,377

 

 

 

4,478

 

Restructuring and asset impairment (settlement) charge

 

 

(651

)

 

 

-

 

 

 

10,488

 

Interest expense, net

 

 

144

 

 

 

95

 

 

 

126

 

Income from continuing operations before taxes

 

$

55,104

 

 

$

46,381

 

 

$

8,516

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase Price

 

 

 

Allocation

 

Total consideration

 

$

11,293

 

Accounts receivable

 

 

1,932

 

Other current assets

 

 

59

 

Total current assets acquired

 

 

1,991

 

Intangible assets

 

 

931

 

Goodwill

 

 

9,538

 

Total assets acquired

 

 

12,460

 

Accrued expenses and other liabilities

 

 

1,167

 

Total liabilities acquired

 

 

1,167

 

Purchase consideration on acquisition

 

$

11,293

 

The recognized goodwill is primarily attributable to the benefits the Company expects to derive from enhanced market opportunities. The acquired intangible assets with definite lives are amortized over periods ranging from 2 to 5 years. The following table presents the intangible assets acquired from Jibe:

 

 

 

 

 

 

 

 

 

Category

 

Amount

(in thousands)

 

 

Useful Life

(in years)

 

Customer Base

 

$

140

 

 

 

5

 

Customer Backlog

 

 

325

 

 

 

2

 

Non-Compete

 

 

466

 

 

 

5

 

 

 

$

931

 

 

 

 

 


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. Acquisitions (continued)

The acquisition was not material to the Company's results of operations, financial position, or cash flows and therefore, the pro forma impact of these acquisitions is not presented. Since the acquisition date through December 29, 2017, Jibe contributed $12.3 million of*Total revenue beforeincludes reimbursable expenses, and contribution before depreciation, amortization, interest, corporate overhead allocation and taxes of $1.2 million.  The acquisition related costs incurred 2017 totaled $0.2 million and were all classified in selling,which are project travel-related expenses passed through to a client with no associated operating margin.

**Corporate general and administrative expenses primarily include costs in the Company’s consolidated statements of operations. All goodwill is expectedrelated to be deductible for tax purposes.

Aecus Limited

Effective April 6, 2017, the Company acquired 100% of the equity of the U.K.-based operations of Aecus Limited (“Aecus”), a European Outsourcing Advisorybusiness support functions including accounting and Robotics Process Automation (“RPA”) consulting firm. This acquisition strongly complements the global strategyfinance, human resources, legal, information technology and business transformation offerings of the Hackett Group.

The sellers’ purchase consideration was £3.2 million in cash. In addition, the sellers have the opportunity to earn an additional £2.4 million in contingent consideration in cash based on the achievement of performance targets achieved over the next 12 months and key personnel have the opportunity to earn £0.3 million in cash and £0.3 million in the Company’s common stock. The contingent consideration for the selling shareholders and key personnel is subject to performance and service periods and will be accounted for as compensation expense and in non-current accrued expenses and other liabilities. As of December 29, 2017, the Company had recorded a total of $1.3 million of acquisition-related compensation expense and acquisition non-cash stock compensation expense for the cash and equity portion of the contingent consideration. The closing purchase consideration was funded with the Company’s available funds.

The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values.  The fair value of identifiable intangible assets acquired was based on estimates and assumptions made by management at the time of the acquisition. As additional information, as of the acquisition date, becomes available and as management completes its evaluation, the purchase price allocation may be revised during the remainder of the measurement period (which will not exceed 12 months from the acquisition date). Any such revisions or changes may be material as the fair values of the tangible and intangible assets acquired and liabilities assumed are finalized.

The following table presents the purchase price allocation of the assets acquired and liabilities assumed, based on the fair values (in thousands):

Purchase Price

Allocation

Total consideration

£

3,173

Cash

209

Accounts receivable

898

Other current assets

46

Total current assets acquired

1,153

Intangible assets

1,515

Goodwill

1,306

Total assets acquired

3,974

Accrued expenses and other liabilities

801

Total liabilities acquired

801

Purchase consideration on acquisition

£

3,173


THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. Acquisitions (continued)

The recognized goodwill is primarily attributable to the benefits the Company expects to derive from enhanced market opportunities. The acquired intangible assets with definite lives are amortized over periods ranging from 2 to 5 years. The following table presents the preliminary intangible assets acquired from Aecus:

 

 

 

 

 

 

 

 

 

Category

 

Amount

(in thousands)

 

 

Useful Life

(in years)

 

Customer Base

 

£

455

 

 

 

5

 

Customer Backlog

 

 

52

 

 

 

2

 

Non-Compete

 

 

1,008

 

 

 

5

 

 

 

£

1,515

 

 

 

 

 

The acquisition was not material to the Company's results of operations, financial position, or cash flows and therefore, the pro forma impact of these acquisitions is not presented. From acquisition date through the month ended December 29, 2017, Aecus has contributed $3.9 million of revenue before reimbursable expenses and contribution before depreciation, amortization, interest, corporate overhead allocation and taxes of $0.5 million.  The acquisition related costs incurred during 2017 totaled $0.1 million and were all classified in selling,office administration. Corporate general and administrative costs in the Company’s consolidated statements of operations. expenses exclude one-time, non-recurring expenses and benefits.

The goodwill and intangibles resulting from this transaction are not expected to be deductible under UK tax regulations.   

Additional Transaction:

Chartered Institute of Management Accountants

In October 2017, Hackett-REL, Ltd., a subsidiary of the Company located in the United Kingdom, acquired The Chartered Institute of Management Accountants' share of the Certified GBS Professionals program.   This acquisition allows those studying under the program and their employers to benefit further from the Company’s sector specific expertise and focustables below set forth information on the growing global business services market.  Purchase consideration was $2.0 million in cash and was funded with the Company’s available funds.  Also in connection with this transaction, the Alliance and Program Development Agreement between the Company, Hackett-REL, Ltd and The Chartered Institute of Management Accountants was terminated.

The purchase price was allocated to tangible and intangible assets acquired based on their estimated fair values. The intangible asset will amortize over a ten-year period.

16. Geographic and Service Group Information

Revenue,Company's geographical data. Total revenue, which is primarily based on the country of the Company’s contracting entity, iswas attributed to geographicthe following geographical areas as follows (in thousands):

 

 

Year Ended

 

 

 

December 30,

 

 

December 31,

 

 

January 1,

 

 

 

2022

 

 

2021

 

 

2021

 

Revenue:

 

 

 

 

 

 

 

 

 

United States

 

$

253,935

 

 

$

244,499

 

 

$

205,203

 

Europe

 

 

23,866

 

 

 

20,627

 

 

 

23,764

 

Other (Australia, Canada, India and Uruguay)

 

 

15,941

 

 

 

13,683

 

 

 

10,515

 

Total Revenue

 

$

293,742

 

 

$

278,809

 

 

$

239,482

 

55

 

 

Year Ended

 

 

 

December 29,

 

 

December 30,

 

 

January 1,

 

 

 

2017

 

 

2016

 

 

2016

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

230,904

 

 

$

246,249

 

 

$

218,719

 

International (primarily European countries)

 

 

54,958

 

 

 

42,312

 

 

 

42,221

 

Total revenue

 

$

285,862

 

 

$

288,561

 

 

$

260,940

 


 

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. Segment Information and Geographical Data (continued)

Long-lived assets are attributed to geographic areas as follows (in thousands):

 

December 29,

 

 

December 30,

 

 

December 30,

 

December 31,

 

 

2017

 

 

2016

 

 

2022

 

 

2021

 

Long-lived assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

90,605

 

 

$

78,200

 

 

$

89,705

 

 

$

89,199

 

International (primarily European countries)

 

 

19,341

 

 

 

12,286

 

Europe

 

 

13,640

 

 

 

15,583

 

Other (Australia, Canada, India and Uruguay)

 

 

482

 

 

 

583

 

Total long-lived assets

 

$

109,946

 

 

$

90,486

 

 

$

103,827

 

 

$

105,365

 

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16. Geographic and Service Group Information (continued)

As of December 29, 2017,30, 2022 and December 30, 2016, and January 1, 2016,31, 2021 foreign assets included $ 15.1 million, $ 11.913.5 million and $14.1$15.1 million, respectively, of goodwill related to the REL, Archstone and Aecus acquisitions, in fiscal 2005, 2009 and 2017, respectively.acquisitions.

In the following table, The Hackett Group service group encompasses Benchmarking, Business Transformation and Executive Advisory groups, and includes EPM Technologies. The SAP/ ERP Solutions group encompasses SAP ERP (in thousands):  

56

 

 

Year Ended

 

 

 

December 29,

 

 

December 30,

 

 

January 1,

 

 

 

2017

 

 

2016

 

 

2016

 

The Hackett Group

 

$

242,269

 

 

$

246,210

 

 

$

221,341

 

SAP/ERP Solutions

 

 

43,593

 

 

 

42,351

 

 

 

39,599

 

     Total revenue

 

$

285,862

 

 

$

288,561

 

 

$

260,940

 


 

17.THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16. Quarterly Financial Information (unaudited)

The following table presentstables present unaudited supplemental quarterly financial information for the years ended December 29, 201730, 2022 and December 30, 201631, 2021 (in thousands, except per share data):

 

 

Quarter Ended

 

 

 

April 1, 2022

 

 

July 1, 2022

 

 

September 30, 2022

 

 

December 30, 2022

 

Total revenue

 

$

75,664

 

 

$

75,928

 

 

$

72,033

 

 

$

70,117

 

Operating income

 

$

13,409

 

 

$

14,181

 

 

$

14,035

 

 

$

13,623

 

Income from continuing operations before income taxes

 

$

13,381

 

 

$

14,153

 

 

$

14,021

 

 

$

13,549

 

Net income

 

$

10,505

 

 

$

10,215

 

 

$

10,366

 

 

$

9,716

 

Basic net income per common share

 

$

0.33

 

 

$

0.32

 

 

$

0.33

 

 

$

0.32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per common share

 

$

0.33

 

 

$

0.32

 

 

$

0.32

 

 

$

0.31

 

 

 

 

 

 

 

 

 

 

��

 

 

 

 

 

Quarter Ended

 

 

 

April 2, 2021

 

 

July 2, 2021

 

 

October 1, 2021

 

 

December 31, 2021

 

Total revenue

 

$

63,486

 

 

$

73,197

 

 

$

71,894

 

 

$

70,232

 

Operating income (1)

 

$

8,853

 

 

$

14,217

 

 

$

11,405

 

 

$

12,001

 

Income from continuing operations before income taxes (1)

 

$

8,828

 

 

$

14,192

 

 

$

11,379

 

 

$

11,982

 

Loss from discontinued operations (2)

 

$

(7

)

 

$

-

 

 

$

-

 

 

$

-

 

Net income (1)

 

$

6,361

 

 

$

10,532

 

 

$

8,131

 

 

$

16,521

 

Basic net income per common share (3):

 

 

 

 

 

 

 

 

 

 

 

 

Income per common share from continuing operations

 

$

0.21

 

 

$

0.35

 

 

$

0.27

 

 

$

0.55

 

Loss per common share from discontinued operations (2)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Basic net income per common share

 

$

0.21

 

 

$

0.35

 

 

$

0.27

 

 

$

0.55

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per common share (3):

 

 

 

 

 

 

 

 

 

 

 

 

Income per common share from continuing operations

 

$

0.19

 

 

$

0.32

 

 

$

0.25

 

 

$

0.50

 

Loss per common share from discontinued operations (2)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Diluted net income per common share

 

$

0.19

 

 

$

0.32

 

 

$

0.25

 

 

$

0.50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended

 

 

 

March 31, 2017

 

 

June 30, 2017

 

 

September 29, 2017

 

 

December 29, 2017

 

Total revenue

 

$

65,069

 

 

$

67,726

 

 

$

65,947

 

 

$

64,510

 

Operating income

 

$

7,964

 

 

$

6,464

 

 

$

7,874

 

 

$

8,520

 

Income from continuing operations

 

$

7,874

 

 

$

6,337

 

 

$

7,690

 

 

$

8,337

 

Net income (1)

 

$

7,874

 

 

$

4,750

 

 

$

5,289

 

 

$

9,441

 

Basic net income per common share (2)

 

$

0.27

 

 

$

0.16

 

 

$

0.18

 

 

$

0.33

 

Diluted net income per common share (2)

 

$

0.24

 

 

$

0.15

 

 

$

0.17

 

 

$

0.29

 

(1)
The second quarter of 2021 included a $5.3 million software sale transaction.
(2)
Discontinued operations relate to the discontinuance of the European based REL Working Capital group in 2018.
(3)
The fourth quarter of 2021 included a tax benefit of $7.7 million related to the exercise of 2.9 million SARs. Quarterly basic and diluted net income per common share were computed independently for each quarter and do not necessarily total to the year to date basic and diluted net income per common share.

 

 

Quarter Ended

 

 

 

April 1,

2016

 

 

July 1,

2016

 

 

September 30,

2016

 

 

December 30,

2016

 

Total revenue

 

$

61,973

 

 

$

68,178

 

 

$

66,810

 

 

$

62,946

 

Operating income

 

$

7,240

 

 

$

8,638

 

 

$

9,007

 

 

$

9,668

 

Income from continuing operations

 

$

7,199

 

 

$

8,528

 

 

$

8,870

 

 

$

9,569

 

Net income

 

$

4,382

 

 

$

5,446

 

 

$

5,488

 

 

$

6,225

 

Basic net income per common share (2)

 

$

0.15

 

 

$

0.19

 

 

$

0.19

 

 

$

0.22

 

Diluted net income per common share (2)

 

$

0.13

 

 

$

0.17

 

 

$

0.17

 

 

$

0.19

 

(1)

The first quarter of 2017 included a tax benefit for the change in accounting on the vesting of share-based awards. The fourth quarter of 2017 included a tax benefit for the revaluation of the deferred tax liabilities as a result of the recent enacted tax legislation.

(2)

Quarterly basic and diluted net income per common share were computed independently for each quarter and do not necessarily total to the year to date basic and diluted net income per common share.  

57



THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE HACKETT GROUP, INC.

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

YEARS ENDED December 29, 2017, December 30, 2016,2022, December 31, 2021, and January 1, 20162021

(in thousands)

 

 

Balance at

 

 

Charge to

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning

 

 

Revenue/

 

 

 

 

 

 

 

Balance at

 

Allowance for Doubtful Accounts

 

of Year

 

 

Expense

 

 

Write-offs

 

 

End of Year

 

Year Ended December 29, 2017

 

$

 

2,574

 

 

 

 

158

 

 

 

 

185

 

 

$

 

2,601

 

Year Ended December 30, 2016

 

$

 

1,881

 

 

 

 

744

 

 

 

 

(51

)

 

$

 

2,574

 

Year Ended January 1, 2016

 

$

 

1,330

 

 

 

 

694

 

 

 

 

(143

)

 

$

 

1,881

 

 

 

Balance at

 

 

Charge to

 

 

 

 

 

 

 

 

 

 

Beginning

 

 

Revenue/

 

 

Write-offs/

 

 

Balance at

 

Allowance for Doubtful Accounts

 

of Year

 

 

Expense

 

 

(Reversals)

 

 

End of Year

 

Year Ended December 30, 2022

 

$

 

2,702

 

 

 

 

965

 

 

 

(2,811

)

 

$

 

856

 

Year Ended December 31, 2021

 

$

 

605

 

 

 

 

2,068

 

 

 

29

 

 

$

 

2,702

 

Year Ended January 1, 2021

 

$

 

743

 

 

 

 

298

 

 

 

(436

)

 

$

 

605

 

58



ITEM 9. CHANGES IN AND DISAGREMENTS WITH ACCOUNTANTSACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (“DCP”) that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (“the Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate, to allow for timely decisions regarding required disclosure.

The Company, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s DCPdisclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by the Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

As disclosed in our Explanatory Note in our Annual Report on Form 10-K/A for the year ended December 31, 2021, the Company concluded that its prior determination that the Company had one operating segment and one reportable segment under ASC 280, Segment Reporting, was an immaterial error resulting in the omission of the required segment disclosures. In connection with its reconsideration of ASC 280, during the third quarter of 2022, the Company reviewed and considered its internal processes and implemented changes in its organizational structure and ultimate reporting structure to better align to its core service offerings. As a result, the Company’s new segment reporting structure and disclosure was reflected prospectively beginning in the Form 10-Q for the third quarter of 2022 (with comparable periods recast, as applicable).

Management implemented remediation steps to address the material weakness and to improve our internal control over financial reporting. Specifically, we improved our review process including the documentation of the evaluation of segment reporting under ASC 280. In addition, the Company will engage outside consultants to review management’s accounting analysis when the Company has significant organizational structure or reporting structure changes that may impact the Company’s analysis under ASC 280. As a result, the material weakness was considered fully remediated as of December 30, 2022.

There

Other than the remediation actions described above, during the fourth quarter of fiscal 2022, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the three months ended December 29, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our PrincipalChief Executive Officer and PrincipalChief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as of and for the year ended December 29, 2017.30, 2022.

Based on our evaluation, utilizing the criteria set forth in “Internal Control – Integrated Framework issued by COSO in 2013,” our management concluded that our internal control over financial reporting was effective as of the end of the period covered by this Annual Report on Form 10-K.

The Company’s independent registered certified public accounting firm has audited our internal control over financial reporting as of December 29, 2017,30, 2022, and has expressed an unqualified opinion thereon.



59


Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of The Hackett Group, Inc.

Opinion on the Internal Control Over Financial Reporting

We have audited The Hackett Group, Inc.'s (the Company) internal control over financial reporting as of December 29, 2017,30, 2022, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 29, 2017,30, 2022, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of The Hackett Group, Inc. as of December 29, 2017 and December 30, 2016, the related consolidated statements of operations, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 29, 2017, and the related notes and schedules,Company and our report dated March 9, 20183, 2023 expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ RSM US LLP

Miami, Florida

March 3, 2023

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Fort Lauderdale, Florida

March 9, 2018 


ITEM 9B. OTHEROTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVEN INSPECTIONS

None.

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information responsive to this Item is incorporated herein by reference to the Company’s definitive proxy statement for the 20182023 Annual Meeting of Shareholders.

ITEM 11.EXECUTIVE COMPENSATION

Information responsive to this Item is incorporated herein by reference to the Company’s definitive proxy statement for the 20182023 Annual Meeting of Shareholders.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information responsive to this Item is incorporated herein by reference to the Company’s definitive proxy statement for the 20182023 Annual Meeting of Shareholders.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information responsive to this Item is incorporated herein by reference to the Company’s definitive proxy statement for the 20182023 Annual Meeting of Shareholders.

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

Information appearing under the caption “Fees Paid to Independent Accountants” in the proxy statement for the 20182023 Annual Meeting of Shareholders is hereby incorporated by reference.


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PART IV

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as a part of this Form:

1. Financial Statements

The consolidated financial statements filed as part of this report are listed and indexed on page 27.29. Schedules other than those listed in the index have been omitted because they are not applicable or the required information has been included elsewhere in this report.

2. Financial Statement Schedules

Schedule II — Valuation and Qualifying Accounts and Reserves is included in this report. Schedules other than those listed in the index have been omitted because they are not applicable or the information required to be set forth therein is contained, or incorporated by reference, in the consolidated financial statements of The Hackett Group, Inc. or notes thereto.

3. Exhibits: See Index to Exhibits on page 61.63.

The Exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this report.

ITEM 16.FORM 10-K SUMMARY

None.


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INDEX TO EXHIBITS

Exhibit No.

Exhibit Description

3.1

Second Amended and Restated Articles of Incorporation of the Registrant, as amended (incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 29, 2000).

3.2

Articles of Amendment of the Articles of Incorporation of the Registrant (incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 28, 2007).

3.3

Amended and Restated Bylaws of the Registrant, as amended (incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 29, 2000).

3.4

Amendment to Amended and Restated Bylaws of the Registrant (incorporated herein by reference to the Registrant’s Form 8-K dated March 31, 2008).

3.5

Amendment to Amended and Restated Bylaws of the Registrant (incorporated herein by reference to the Registrant’s Form 8-K dated January 21, 2015).

10.1  4.1

Description of the Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to the Registrant’s Form 10-K for the year ended December 27, 2019).

10.1**

Registrant’s 1998 Stock Option and Incentive Plan (Amended and Restated as of February 17, 2022) (incorporated herein by reference to the Registrant’s Registration Statement on Form S-8 filed on December 23, 2022).

10.2**

Employee Stock Purchase Plan, as amended (incorporated herein by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-64542)333-108640)).

10.210.3**

Amendment No. 2 to Registrant’s 1998Employee Stock Option and IncentivePurchase Plan (incorporated herein by reference to the Registrant’s Form 10-K10-K/A for the year ended December 28, 2001)30, 2005).

10.4**

Amendment No. 3 to Registrant’s Employee Stock Purchase Plan (incorporated herein by reference to the Registrant’s Registration Statement on Form S-8 filed on September 6, 2018).

10.310.5**

Amendment No. 4 to Registrant’s Employee Stock Purchase Plan (incorporated herein by reference to the Registrant’s Registration Statement on Form S-8 filed on December 23, 2022).

10.6**

Form of Employment Agreement entered into between the Registrant and Mr. Dungan (incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 28, 2001).

10.410.7**

Form of Employment Agreement entered into between the Registrant and each of Messrs. Fernandez, Frank and Knotts (incorporated herein by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-48123)). (P)

10.510.8**

Employee Stock Purchase Plan, as amended (incorporated herein by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-108640)).

10.6

Amendment to Registrant’s Employee Stock Purchase Plan (incorporated herein by reference to the Registrant’s Form 10-K/A for the year ended December 30, 2005).

10.7

Amendment to Employment Agreement between the Registrant and Ted A. Fernandez (incorporated herein by reference to the Registrant’s Form 10-Q for the quarter ended October 1, 2004).

10.810.9**

Amendment to Employment Agreement between the Registrant and David N. Dungan (incorporated herein by reference to the Registrant’s Form 10-Q for the quarter ended October 1, 2004).

10.910.10**

Second Amendment to Employment Agreement between the Registrant and Ted A. Fernandez (incorporated herein by reference to the Registrant’s Form 8-K dated June 16, 2005).

10.1010.11**

Employment Agreement dated August 1, 2007 between the Registrant and Robert A. Ramirez (incorporated herein by reference to the Registrant’s Form 10-Q for the quarter ended June 29, 2007).

10.1110.12**

Third Amendment to Employment Agreement between the Registrant and Ted A. Fernandez (incorporated herein by reference to the Registrant’s Form 8-K dated January 2, 2009).

10.1210.13**

Third Amendment to Employment Agreement between the Registrant and David N. Dungan (incorporated herein by reference to the Registrant’s Form 8-K dated January 2, 2009).

10.1310.14**

Fourth Amendment to Employment Agreement between the Registrant and Ted A. Fernandez (incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 30, 2016).

10.1410.15**

Fourth Amendment to Employment Agreement between the Registrant and David N. Dungan. (incorporated herein by reference to the Registrant’s Form 10-K for the year ended December 30, 2016).

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10.1510.16

Stock Appreciation Right Agreement dated March 11, 2013 between the Company and Ted A. Fernandez (incorporated herein by reference to the Registrant’s Form 10-K for the year ended January 1, 2016).

10.16

Stock Appreciation Right Agreement dated March 11, 2013 between the Company and David N. Dungan (incorporated herein by reference to the Registrant’s Form 10-K for the year ended January 1, 2016).

10.17

SecondThird Amended and Restated Credit Agreement, dated May 9, 2016,November 7, 2022, among The Hackett Group, Inc., the material domestic subsidiaries of The Hackett, Inc. named on the signature pages there to and Bank of America, N.A., as lenderadministrative agent (incorporated herein by reference to the Registrant’s Form 10-Q for the quarter ended April 1, 2016)8-K dated November 8, 2022).

21.1*

Subsidiaries of the Registrant.


Exhibit No.

Exhibit Description

23.1*

Consent of RSM US LLP.

31.1*

Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32*

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS***

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH***

Inline XBRL Taxonomy Extension Schema Document.

101.CAL***

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF***

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB***

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE***

Inline XBRL Taxonomy Extension Presentation Linkbase

104***

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** Compensatory plan required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

*** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

(p)
Paper exhibits.

*

Filed herewith

**

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

(P)

Paper exhibits.


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SIGNATURES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 9, 2018.3, 2023.

THE HACKETT GROUP, INC.

By:

By:

/s/ Ted A. Fernandez

Ted A. Fernandez

Chief Executive Officer and Chairman of the Board

Pursuant to the requirements of the Securities Act of 1934, this Form 10-K has been signed by the following persons on behalf of the Registrant in the capacities and on the date indicated.

Signatures

Title

Date

/s/ Ted A. Fernandez

Chief Executive Officer and Chairman
(Principal Executive Officer)

March 9, 20183, 2023

Ted A. Fernandez

/s/ Robert A. Ramirez

Executive Vice President, Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)

March 9, 20183, 2023

Robert A. Ramirez

/s/ David N. Dungan

Chief Operating Officer and Director

March 9, 20183, 2023

David N. Dungan

/s/ Maria Bofill

Director

March 3, 2023

Maria Bofill

/s/ Richard Hamlin

Director

March 9, 20183, 2023

Richard Hamlin

/s/ John R. Harris

Director

March 9, 20183, 2023

John R. Harris

/s/ Robert A. Rivero

Director

March 9, 20183, 2023

Robert A. Rivero

/s/ Alan T. G. Wix

Director

March 9, 20183, 2023

Alan T. G. Wix

65

63