UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

For the quarterly period ended OctoberApril 1, 20102011

OR

For the transition period fromto            

Commission File Number 333-481230-24343

The Hackett Group, Inc.

(Exact name of Registrant as specified in its charter)

(305) 375-8005

(Registrant’s telephone number, including area code)

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 requirement for the past 90 days.    YES  x    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of November 4, 2010,May 5, 2011, there were 41,840,36940,858,119 shares of common stock outstanding.

The Hackett Group, Inc.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION

The Hackett Group, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

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

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

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

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

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

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information

Basis of Presentation

The accompanying consolidated financial statements of The Hackett Group,Inc. (“Hackett” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the Company’s accounts and those of its wholly owned subsidiaries which the Company is required to consolidate. All intercompany transactions and balances have been eliminated in consolidation.

In the opinion of management, the accompanying consolidated financial statements reflect all normal and recurring adjustments which are necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows as of the dates and for the periods presented. The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these statements do not include all the disclosures normally required by US GAAPaccounting principles generally accepted in the United States of America for annual financial statements and should be read in conjunction with the consolidated financial statements and notes thereto for the year ended January 1,December 31, 2010 included in the Annual Report on Form 10-K filed by the Company with the SEC. The consolidated results of operations for the quarter ended OctoberApril 1, 20102011, are not necessarily indicative of the results to be expected for any future period or for the full fiscal year.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Fair Value

As of October 1, 2010 theThe Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable and unbilled revenue, accounts payable and accrued expenses and other liabilities.

As of OctoberApril 1, 20102011 and January 1,December 31, 2010, the fair value of all financial instruments approximated the respective fair value due to the short-term nature and maturity of these instruments.

In 2009, the Company had an investment in Bank of America’s Strategic Cash Portfolio which was fully redeemed during the year.

Recently Issued Accounting Standards

In October 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU)” No. 2009-13, Multiple-Deliverable Revenue Arrangements, a consensus of the FASB Emerging Issues Task Force (“ASU 2009-13”), which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified beginning in fiscal years on or after June 15, 2010, however, early adoption is permitted. The adoption of ASU 2009-13 did not have a material impact on the Company’s consolidated financial statements.

In FebruaryDecember 2010, the FASB issued ASU 2010-09,2010-28,AmendmentsWhen to Certain Recognition and Disclosure RequirementsPerform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts, (“ASU 2010-09”2010-28”) which amends FASB Accounting Standards Codification (“ASC”) 855,Subsequent Events, to address certain implementation issues related to. ASU 2010-28 modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity’s requiremententity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. ASU 2010-28 is effective for fiscal years, and disclose subsequent-events procedures. ASU 2010-09 requires SEC filers to evaluate subsequent events through the date the financial statements are issued and exempts SEC filers from disclosing the date through which subsequent events have been evaluated. ASU 2010-09 was effective immediately upon issuance.interim periods within those years, beginning after December 15, 2010. The adoption of ASU 2010-092010-28 did not have a material impact on the Company’s consolidated financial statements.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information (continued)

In December 2010, the FASB issued ASU 2010-29,Disclosure of Supplementary Pro Forma Information for Business Combinations, a consensus of the FASB Emerging Issues Task Force (“ASU 2010-29”). The objective of ASU 2010-29 is to address diversity in practice relating to the interpretation of pro forma revenue and earnings disclosure requirements for business combinations. Under ASU 2010-29, comparative financial statements should disclose revenue and earnings of the combined entity as if the business combinations that have occurred during the current year had been in effect as of the beginning of the comparable prior annual reporting period only. Additionally, ASU 2010-29 expands the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combinations included in reported pro forma revenue and earnings. ASU 2010-29 is effective prospectively for business combinations acquired on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of ASU 2010-29 did not have a material impact on the Company’s consolidated financial statements.

Reclassifications

Certain prior period amounts in the consolidated financial statements, and notes thereto, have been reclassified to conform to current period presentation.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

2. Acquisitions and Investing Activities

Effective November 9, 2009, the Company acquired Archstone Consulting, LLC (“Archstone”) pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement”) under which the Company purchased from Archstone, Archstone Consulting UK Limited and Archstone Consulting BV (the “Sellers”), the assets used in connection with Archstone’s consulting business. The results of Archstone’s operations have been included in the Company’s consolidated financial statements since November 10, 2009.

The acquisition and resulting purchase price of Archstone was accounted for in accordance with FASB ASC 805,Business Combinations. The purchase price for the assets acquired and liabilities assumed was 5.2 million unregistered shares of the Company’s common stock, of which 1.7 million unregistered shares were subject to an earn-out based on revenue achieved in 2010. On the acquisition date, theThe Company recorded a liability for the 1.7 million earn-out unregistered shares based on the closing value of the Company’s common stock of $3.48, on the effective date of acquisition. As a result of the fluctuation in the Company’s share price, the Company recorded a non-cash re-measurement gain of $943 thousand in accordance with ASC 805 in the consolidated statement of operations for the quarter ended April 2, 2010.

On May 11, 2010, prior to the end of the earn-out period, the Company and the Sellers agreed to the final earn-out determination of 1,435,000 unregistered shares, of the total 1,655,000 unregistered shares of common stock to be deemed earned, and therefore, 220,000 unregistered shares were forfeited by Sellers. As a result of the fluctuation in the Company’s share price and in accordance with FASB ASC 805, the Company recorded a $1.7 million non-cash re-measurement gain for the nine months ended October 1, 2010 in the consolidated statement of operations.Sellers.

The purchase price allocation resulted in $11.9 million which exceeded the estimated fair value of tangible and intangible assets and liabilities, and which was allocated to goodwill. The goodwill was included in

The Hackett Group, reporting unit. The Company believes the goodwill primarily represents the fair value of the assembled workforce acquired. The goodwill amortization is deductible for tax purposes.Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

3. 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 regard to common stock subject to vesting requirements andor restricted stock units issued to employees, the calculation includes only the vested portion of such stock and units.stock.

Dilutive net income per common share is computed by dividing net income by the weighted average number of common shares outstanding, increased by the assumed conversion of other potentially dilutive securities during the period.

The following table reconciles basic and dilutive weighted average shares:

Approximately 1.00.8 million and 1.2 million shares, primarily related to options with exercise prices greater than the average market price of the Company’s common stock, equivalents were excluded from the computations of diluted net income per common share for the quarters ended OctoberApril 1, 20102011 and OctoberApril 2, 2009,2010, respectively, as their inclusion would have had an anti-dilutive effect on diluted net income per common share.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

be anti-dilutive.

4. Comprehensive Income

The Company accounts for comprehensive income under FASB ASC 220,Comprehensive Income. Comprehensive income is summarized below (in thousands):

5. Restructuring

As of OctoberApril 1, 20102011 and January 1,December 31, 2010, the Company had restructuring expense accruals related to the closure and consolidation of facilities and related exit costs recorded in fiscal years 2001, 2002, 2005 and 2009. The following table sets forth the activity in the restructuring expense accruals (in thousands):

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

6. Accounts Receivable and Unbilled Revenue, Net

Accounts receivable and unbilled revenue, net, consisted of the following (in thousands):

Accounts receivable for the periods ending October 1, 2010 and January 1, 2010, is net of uncollected advanced billings. Unbilled revenue as of October 1, 2010 and January 1, 2010 includes recognized recoverable costs and accrued profits on contracts for which billings had not been presented to clients.

7. Stock Based Compensation

During the quarter and nine months ended OctoberApril 1, 2010,2011, the Company issued 13,000 and 758,6461,774,038 restricted stock units respectively, at a weighted average grant-date fair value of $3.11 and $2.90, respectively.$3.62. As of OctoberApril 1, 2010,2011, the Company had 2,303,0383,067,870 restricted stock units outstanding at a weighted average grant-date fair value of $3.01.$3.33. As of OctoberApril 1, 2010,2011, there was $3.2$7.4 million of total restricted stock unit compensation expense related to nonvested awards not yet recognized, which is expected to be recognized over a weighted average period of 1.912.54 years.

As of OctoberApril 1, 2010,2011, the Company had 934,154841,904 shares of common stock subject to vesting requirements outstanding at a weighted average grant-date fair value of $3.43.$3.40. As of OctoberApril 1, 2010,2011, there was $1.6$1.4 million of total stock compensation expense related to common stock subject to vesting requirementsthese shares for the nonvested awards not yet recognized, whichrecognized. This stock compensation expense is expected to be recognized over a weighted average period of 3.172.67 years.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

8. Shareholders’ Equity

Treasury Stock

Under the Company’s stock 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. During the quarter ended OctoberApril 1, 2010,2011, the Company repurchased approximately 482673 thousand shares of its common stock at an average price of $3.22,$3.58, for a total cost of approximately $1.6 million. During the nine months ended October 1, 2010, the Company repurchased approximately 1.2 million shares of its common stock at an average price of $3.08, for a total cost of approximately $3.7$2.4 million. As of OctoberApril 1, 2010,2011, the Company had $6.9$2.1 million available under its buyback program. Subsequent to April 1, 2011, the Board of Directors approved the repurchase program.of an additional $5.0 million of the Company’s common stock, thereby increasing the total program to $75.0 million.

9. 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 financial position, cash flows or results of operations.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

10. Geographic and Group Information

Revenue is primarily based on the country of the Company’s contracting entity and was attributed to the following geographical areas (in thousands):

Long-lived assets are attributed to the following geographical areas (in thousands):

As of OctoberApril 1, 2011, foreign assets included $15.6 million of goodwill and $0.2 million of intangible assets related to acquisitions. As of December 31, 2010, foreign assets included $15.5$15.0 million of goodwill and $0.2 million of intangible assets related to the REL and Archstone acquisitions. As of January 1, 2010, foreign assets included $14.4 million of goodwill and intangible assets related to the REL acquisition. As of January 1, 2010, domestic assets included $15.9 million of goodwill and intangible assets related to the Archstone acquisition which were provisionally allocated to domestic assets.

The Company’s revenue was derived from the following service groups (in thousands):

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report and the information incorporated by reference in it include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements.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 in such forward-looking statements will turn out to be correct. Factors that impact such forward-looking statements include, among others, 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 and changes in general economic conditions and interest rates. An additional description of our risk factors is set forth in our Annual Report on Form 10-K for the year ended January 1,December 31, 2010. 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.

OVERVIEW

The Hackett Group, Inc. (“Hackett,” “we,” “us,” “our”Hackett”) is a leading 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, formed on April 23, 1997, is a strategic advisory firm and a world leader in best practice research, benchmarking, business transformation and working capital management services that empirically defines and enables world-class enterprise performance. Only Hackett empirically defines world-class performance in sales, general and administrative and supply chain activities with analysis gained through more than 5,000 benchmark studies over 18 years at 2,700over 2,800 of the world’s leading companies.

Hackett’s combined capabilities include business advisory programs, benchmarking, business transformation, working capital management and technology solutions, with corresponding offshore support.

In the following discussion, “Hackett” represents our total company, “The Hackett Group” encompasses our Benchmarking, Business Transformation and Executive Advisory groups, and “Hackett Technology Solutions” encompasses our technology groups, including SAP, Oracle and EPM Oracle.Oracle EPM.

Results of Operations

The following table sets forth, for the periods indicated, our results of operations and the percentage relationship to total revenue of such results (in thousands):

Quarter and Nine Months Ended OctoberApril 1, 20102011 versus Quarter and Nine Months Ended OctoberApril 2, 20092010

Revenue. We are a global company with operations located primarily in the United States and Western Europe. Our revenue is denominated in multiple currencies, mostly the U.S. Dollar, British Pound and Euro, and as a result is affected by currency exchange rate fluctuations. Exchange rate fluctuations had an impact on our revenue comparisons between the quarters ended April 1, 2011 and April 2, 2010.

Total CompanyHackett revenue increased 13% for the quarter and nine months ended OctoberApril 1, 2010 increased 54% to $52.3 million and 41% to $152.7 million, respectively,2011, as compared to the quarter and nine months ended OctoberApril 2, 2009.2010. The following table summarizes revenue (in thousands):

The Hackett Group revenue increased 56% and 49%decreased by 1% for the quarter and nine months ended OctoberApril 1, 2010, respectively,2011, as compared to the quarter and nine months ended OctoberApril 2, 2009. The increase2010, primarily due to a slower ramp-up in The Hackett Group revenue was primarily a resultthe beginning of the Archstone Consulting acquisition which closed in November 2009.

2011, as compared to 2010. The Hackett Group’s international revenue, which is primarily based on the country of the contracting entity, accounted for 26%30% of The Hackett Group’s total revenue for bothin the first quarter and nine months ended October 1, 2010,of 2011, as compared to 37% and 34% for27% in the first quarter and nine months ended October 2, 2009, respectively. This decrease was a result of the Archstone Consulting revenue, which is primarily a US-based business, and from continuing weakness in European demand.

2010.

Hackett Technology Solutions revenue increased 49% and 23%65% for the quarter and nine months ended OctoberApril 1, 2010, respectively,2011, as compared to the quarter and nine months ended OctoberApril 2, 2009,2010, primarily due to higher Oracle-related revenue as a result of increased demand across all service groups.improved market demand.

During the quarter ended OctoberApril 1, 2010,2011, one customer accounted for 4% of our total revenue, and during the nine monthsquarter ended October 1,April 2, 2010, two customers accounted for between 5% of our total revenue. During the quarter and nine months ended October 2, 2009, one customer accounted for 7%6% of our total revenue.

Cost of Service.Cost of service primarily consists of salaries, benefits and incentive compensation for consultants subcontractor fees and reimbursable expenses associated with projects. Cost of service before reimbursable expenses increased 50% and 37%13%, or $3.5 million, for the quarter and nine months ended OctoberApril 1, 2010, respectively,2011, as compared to the quarter and nine months ended OctoberApril 2, 2009,2010, primarily due to the Archstone Consulting acquisition, as well as increased hiring activities commensurateheadcount to align resources with market demand.

Total cost of service before reimbursable expenses, as a percentage of revenue before reimbursable expensesreimbursements, was 56%64% for both the quarterquarters ended April 1, 2011 and nine months ended October 1, 2010, as compared to 57% for both the quarter and nine months ended OctoberApril 2, 2009.2010.

The Hackett Group total revenue generated gross marginsmargin as a percentage of 38% for both the quarter and nine months ended October 1, 2010,revenue before reimbursements of 41%, as compared to Hackett Technology Solutions, which generated gross margins of 32% and 28% for the same periods, respectively. On a net revenue basis, total revenue excluding reimbursements, The Hackett Group generated gross marginsmargin as a percentage of revenue before reimbursements of 41% and 42% for the quarter and nine months ended October 1, 2010, respectively, as compared to Hackett Technology Solutions, which generated gross margins as a percentage of net revenue of 37% and 32% for the same periods, respectively.30%.

Selling, General and Administrative. Selling, general and administrative costs increased by 36%were $13.2 million, for both the quarters ended April 1, 2011 and 24% for the quarter and nine months ended October 1, 2010, respectively, as compared to the quarter and nine months ended OctoberApril 2, 2009. The increase was primarily related to costs and amortization expense related to the Archstone Consulting acquisition, higher incentive compensation accruals and higher commission expense due to the increase in revenue as previously discussed.2010. Selling, general and administrative costs as a percentage of revenue was 27% andbefore reimbursements were 28% for the quarter and nine months ended OctoberApril 1, 2010, respectively,2011, as compared to 31% and 32% for the quarter and nine months ended OctoberApril 2, 2009, respectively. This decrease was2010, primarily due to selling, general and administrative expenses leverage on increased revenue.

Non-Cash Acquisition Earn-out Shares Re-measurement Gain. As a result of the fluctuationIn accordance with ASC 805, fluctuations in the share price of our common stock resulted in non-cash gains in the interim reporting periods until the final determination of the earn-out shares related to the Archstone acquisition was made in the second quarter of 2010. During the quarter ended April 2, 2010, we recorded a non-cash re-measurement gain of $1.7 million$943 thousand in accordance with FASB ASC 805 for the nine months ended October 1, 2010, related to the Archstone Consulting acquisition. On May 11, 2010, the final earn-out determination was settled with 1,435,000 sharesconsolidated statement of the total 1,655,000 sharesoperations as a result of common stock, deemed earned, 220,000 shares were forfeited.our share price fluctuations.

Income Taxes.We recorded income an tax benefit of $186 thousand and income tax expense of $41$160 thousand for the quarter and nine months ended OctoberApril 1, 2010, respectively,2011, which reflected an estimated annual tax rate benefit of 4.7% and an estimated annual tax rate expense of 0.4%, respectively,4.6% for certain federalforeign and state taxes. For the quarter and nine months ended OctoberApril 2, 2009,2010, we recorded an income tax benefittaxes of $20$110 thousand and an income tax expense of $69 thousand, respectively, which reflected an estimated annual tax rate benefitrates of 2.5% and an estimated annual tax rate expense of 3.7%, respectively,3.9% for certain federal and state taxes.

Liquidity and Capital Resources

As of OctoberApril 1, 20102011 and January 1,December 31, 2010, we had $23.3$16.4 million and $15.0$25.3 million, respectively, classified in cash and cash equivalents in the accompanying consolidated balance sheets. During these same periods, we had $1.7$1.6 million and $1.5 million, respectively, on deposit with financial institutions that served as collateral for letters of credit for operating leases and for amounts related to employee agreements. These deposit accounts have been classified as restricted cash on the consolidated balance sheets.

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

Net cash used in operating activities was $5.2 million for the quarter ended April 1, 2011, as compared to net cash provided by operating activities was $14.4of $0.8 million for the nine monthsquarter ended OctoberApril 2, 2010. During the quarter ended April 1, 2010, as compared to2011, net cash used in operating activities was primarily attributable to the payout of $5.2 million for the nine months ended October 2, 2009. 2010 incentive compensation awards and an increase in accounts receivable and unbilled revenue as a result of increased revenue.

During the nine monthsquarter ended October 1,April 2, 2010, net cash provided by operating activities was primarily attributable to increased net income and a 16 day decreasean increase in days sales outstanding, partially offset by increased accounts receivable and unbilled revenue.

Net cash used in operating activities for the nine months ended October 2, 2009, was primarily attributablepayable due to the payout of 2008 incentive compensation awards, timing of vendor payments and payroll cycles. These usesearnings net of cash were partiallynon-cash items. This increase was primarily offset by decreasesan increase in accounts receivable and unbilled revenue, as a result of increased revenue and earnings neta decrease in accrued expenses and other liabilities, primarily due to the timing of non-cash items.the payroll cycle, usage of the restructuring reserves, and 2009 year end incentive compensation awards.

Net cash used in investing activities was $2.9$1.3 million for the nine monthsquarter ended OctoberApril 1, 2010,2011, as compared to $0.6 million for the nine monthsquarter ended OctoberApril 2, 2009. Cash used in investing activities for the nine months ended October 1, 20102010. The use of cash was primarily attributable to $2.6 million in capital expenditures and an increase in cash on deposit with a financial institution as collateral for a letter of credit related to an operating lease. Net cash used in investing activities for the nine months ended October 2, 2009 was primarily attributable to $2.3 million in capital expenditures, partially offset by redemptions of $1.7 million from Bank of America’s Columbia Strategic Cash Portfolio.expenditures.

Net cash used in financing activities was $3.5$2.4 million for the nine monthsquarter ended OctoberApril 1, 2010,2011, as compared to $3.2 million$83 thousand for the nine monthsquarter ended OctoberApril 2, 2009. Net cash2010. Cash used in financing activities for the nine monthsquarter ended OctoberApril 1, 20102011 was primarily attributable to the repurchase of 1.2 million673 thousand shares of our common stock at an average price of $3.08$3.58 per share, for a total cost of $3.7$2.4 million. Net cash used in financing activities for the nine monthsquarter ended OctoberApril 2, 20092010 was primarily attributable to the repurchase of 1.6 million33 thousand shares of our common stock at an average price of $2.20$2.51 per share, for a total cost of $3.5 million.$83 thousand.

Under our repurchase plan, we may buy back shares from time to time either on the open market or through privately negotiated transactions subject to market conditions and trading restrictions. As of OctoberApril 1, 2010,2011, we had $6.9$2.1 million available under the buyback program. Subsequent to April 1, 2011, our Board of Directors approved the repurchase of an additional $5.0 million of our common stock.

We currently believe that available funds and cash flows generated by operations will be sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months. We may decide to raise additional funds in order to fund 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 will be available when needed or desired.

Recently Issued Accounting Standards

For discussion of recently issued accounting standards, please see “Item 1, Financial Statements” in Part I of this document.

At OctoberApril 1, 2010,2011, our exposure to market risk related primarily to changes in interest rates and foreign currency exchange rate risks.

Interest Rate Risk

We invest only with high credit quality issuers. Weissuers and we do not invest inuse derivative financial instruments.instruments in our investments.

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 and the Euro. 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.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Controls

There were no changes in our internal controls over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II — OTHER INFORMATION

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 financial position, cash flows or results of operations.

There have been no material changes to any of the risk factors disclosed in the Company’s most recently filed Annual Report on Form 10-K.

During the quarter ended OctoberApril 1, 2010,2011, the Company repurchased approximately 482673 thousand shares of its common stock at a cost of approximately $1.6$2.4 million under the Company’s share repurchase program initially approved by the Board of Directors in 2002 and last increased in August 2010.2002. All repurchases were 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 during the period covered by the table, nor was any determination made by the Company to suspend or cancel purchases under the program.

Issuer Purchases of Equity Securities

See Index to Exhibits on page 17,18, which is incorporated herein by reference.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INDEX TO EXHIBITS

1718