UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended September 29, 2017March 27, 2020

OR

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)

 

 

FLORIDA

 

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) 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      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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “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 growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.001 per share

HCKT

NASDAQ Stock Market

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

As of NovemberMay 1, 2017,2020, there were 28,656,33829,976,154 shares of common stock outstanding.

 

 

 

 


 

The Hackett Group, Inc.

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

Page

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Consolidated Balance Sheets as of September 29, 2017March 27, 2020 and December 30, 201627, 2019 (unaudited)

3

 

 

 

 

Consolidated Statements of Operations for the Quarters and NineThree Months Ended SeptemberMarch 27, 2020 and March 29, 2017 and September 30, 20162019 (unaudited)

4

 

 

 

 

Consolidated Statements of Comprehensive Income for the Quarters and NineThree Months Ended SeptemberMarch 27, 2020 and March 29, 2017 and September 30, 20162019 (unaudited)

5

 

 

 

 

Consolidated Statements of Cash Flows for the NineThree Months Ended SeptemberMarch 27, 2020 and March 29, 2017 and September 30, 20162019 (unaudited)

6

Consolidated Statements of Equity for the Three Months Ended March 27, 2020 and March 29, 2019 (unaudited)

7

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

78

 

 

 

Item 2.

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

1716

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

2120

 

 

 

Item 4.

Controls and Procedures

2120

 

 

PART II - OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

2221

 

 

 

Item 1A.

Risk Factors

2221

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

2221

 

 

 

Item 6.

Exhibits

2322

 

 

SIGNATURES

24

23

 


PART I — FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

The Hackett Group, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

 

 

September 29,

 

 

December 30,

 

 

March 27,

 

 

December 27,

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

16,226

 

 

$

19,710

 

 

$

23,280

 

 

$

25,954

 

Accounts receivable and unbilled revenue, net of allowance of $2,686 and $2,574 at September 29, 2017 and December 30, 2016, respectively

 

 

55,552

 

 

 

47,399

 

Accounts receivable and unbilled revenue, net of allowance of $374 and $743 at March 27, 2020 and December 27, 2019, respectively

 

 

53,397

 

 

 

49,778

 

Prepaid expenses and other current assets

 

 

2,897

 

 

 

1,704

 

 

 

3,316

 

 

 

2,895

 

Total current assets

 

 

74,675

 

 

 

68,813

 

 

 

79,993

 

 

 

78,627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

17,854

 

 

 

14,774

 

 

 

19,774

 

 

 

19,916

 

Other assets

 

 

4,679

 

 

 

3,336

 

 

 

2,238

 

 

 

2,652

 

Goodwill, net

 

 

84,966

 

 

 

72,376

 

Goodwill

 

 

83,786

 

 

 

84,578

 

Operating lease right-of-use assets

 

 

9,318

 

 

 

7,962

 

Total assets

 

$

182,174

 

 

$

159,299

 

 

$

195,109

 

 

$

193,735

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

8,597

 

 

$

9,089

 

 

$

8,347

 

 

$

8,494

 

Accrued expenses and other liabilities

 

 

35,971

 

 

 

46,725

 

 

 

27,848

 

 

 

32,482

 

Operating lease liabilities

 

 

2,686

 

 

 

2,707

 

Total current liabilities

 

 

44,568

 

 

 

55,814

 

 

 

38,881

 

 

 

43,683

 

Non-current accrued expenses and other liabilities

 

 

6,936

 

 

 

 

Long-term deferred tax liability, net

 

 

10,591

 

 

 

10,216

 

Long-term debt

 

 

22,000

 

 

 

7,000

 

Non-current deferred tax liability, net

 

 

8,797

 

 

 

7,183

 

Operating lease liabilities

 

 

6,632

 

 

 

5,255

 

Total liabilities

 

 

84,095

 

 

 

73,030

 

 

 

54,310

 

 

 

56,121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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; 55,600,776 and 54,785,193 shares issued at September 29, 2017 and December 30, 2016, respectively

 

 

57

 

 

 

55

 

Preferred stock, $0.001 par value, 1,250,000 shares authorized; none

issued and outstanding

 

 

 

 

 

 

Common stock, $0.001 par value, 125,000,000 shares authorized; 57,472,441 and

57,180,616 shares issued at March 27, 2020 and December 27, 2019, respectively

 

 

58

 

 

 

58

 

Additional paid-in capital

 

 

284,628

 

 

 

277,100

 

 

 

304,214

 

 

 

303,707

 

Treasury stock, at cost, 26,945,776 and 26,197,981 shares September 29, 2017 and December 30, 2016, respectively

 

 

(134,053

)

 

 

(122,756

)

Treasury stock, at cost, 27,498,432 and 27,425,476 shares March 27, 2020

and December 27, 2019, respectively

 

 

(142,893

)

 

 

(141,887

)

Accumulated deficit

 

 

(43,301

)

 

 

(56,581

)

 

 

(8,200

)

 

 

(13,714

)

Accumulated comprehensive loss

 

 

(9,252

)

 

 

(11,549

)

Accumulated other comprehensive loss

 

 

(12,380

)

 

 

(10,550

)

Total shareholders' equity

 

 

98,079

 

 

 

86,269

 

 

 

140,799

 

 

 

137,614

 

Total liabilities and shareholders' equity

 

$

182,174

 

 

$

159,299

 

 

$

195,109

 

 

$

193,735

 

 

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)

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

Quarter Ended

 

 

September 29,

 

 

September 30,

 

 

September 29,

 

 

September 30,

 

 

March 27,

 

 

March 29,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue before reimbursements

 

$

65,947

 

 

 

66,810

 

 

$

198,742

 

 

 

196,961

 

 

$

65,186

 

 

$

62,370

 

Reimbursements

 

 

5,515

 

 

 

7,308

 

 

 

17,719

 

 

 

21,548

 

 

 

4,347

 

 

 

4,785

 

Total revenue

 

 

71,462

 

 

 

74,118

 

 

 

216,461

 

 

 

218,509

 

 

 

69,533

 

 

 

67,155

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of service:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel costs before reimbursable expenses (includes $1,876 and $1,450 and $5,160 and $4,216 of stock compensation expense in the quarters and nine months ended September 29, 2017 and September 30, 2016, respectively)

 

 

42,302

 

 

 

42,071

 

 

 

127,108

 

 

 

125,082

 

Personnel costs before reimbursable expenses

 

 

41,113

 

 

 

38,805

 

Stock compensation expense

 

 

1,594

 

 

 

999

 

Reimbursable expenses

 

 

5,515

 

 

 

7,308

 

 

 

17,719

 

 

 

21,548

 

 

 

4,347

 

 

 

4,785

 

Total cost of service

 

 

47,817

 

 

 

49,379

 

 

 

144,827

 

 

 

146,630

 

 

 

47,054

 

 

 

44,589

 

Selling, general and administrative costs (includes $894 and $793 and $2,427 and $2,251 of stock compensation expense in the quarters and nine months ended September 29, 2017 and September 30, 2016, respectively)

 

 

15,771

 

 

 

15,732

 

 

 

48,039

 

 

 

46,994

 

Restructuring costs

 

 

 

 

 

 

 

 

1,293

 

 

 

 

Selling, general and administrative costs

 

 

14,135

 

 

 

14,341

 

Stock compensation expense

 

 

636

 

 

 

705

 

Acquisition-related contingent consideration liability

 

 

 

 

 

(1,070

)

Total costs and operating expenses

 

 

63,588

 

 

 

65,111

 

 

 

194,159

 

 

 

193,624

 

 

 

61,825

 

 

 

58,565

 

Income from operations

 

 

7,874

 

 

 

9,007

 

 

 

22,302

 

 

 

24,885

 

 

 

7,708

 

 

 

8,590

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(184

)

 

 

(137

)

 

 

(401

)

 

 

(288

)

 

 

(37

)

 

 

(101

)

Income from operations before income taxes

 

 

7,690

 

 

 

8,870

 

 

 

21,901

 

 

 

24,597

 

 

 

7,671

 

 

 

8,489

 

Income tax expense

 

 

2,401

 

 

 

3,382

 

 

 

3,988

 

 

 

9,281

 

 

 

2,136

 

 

 

1,440

 

Income from continuing operations

 

 

5,535

 

 

 

7,049

 

Gain (loss) from discontinued operations

 

 

(8

)

 

 

45

 

Net income

 

$

5,289

 

 

$

5,488

 

 

$

17,913

 

 

$

15,316

 

 

$

5,527

 

 

$

7,094

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per common share from operations

 

$

0.18

 

 

$

0.19

 

 

$

0.62

 

 

$

0.52

 

Weighted average common shares outstanding

 

 

28,765

 

 

 

28,579

 

 

 

28,891

 

 

 

29,251

 

Income per common share from continuing operations

 

$

0.19

 

 

$

0.24

 

Gain (loss) per common share from discontinued operations

 

 

(0.00

)

 

 

0.00

 

Net income per common share

 

$

0.19

 

 

$

0.24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per common share from operations

 

$

0.17

 

 

$

0.17

 

 

$

0.56

 

 

$

0.47

 

Weighted average common and common equivalent shares outstanding

 

 

31,958

 

 

 

32,375

 

 

 

32,254

 

 

 

32,870

 

Income per common share from continuing operations

 

$

0.17

 

 

$

0.22

 

Gain (loss) per common share from discontinued operations

 

 

(0.00

)

 

 

0.00

 

Net income per common share

 

$

0.17

 

 

$

0.22

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

29,889

 

 

 

29,683

 

Diluted

 

 

32,264

 

 

 

32,294

 

 

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


The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

Quarter Ended

 

 

September 29,

 

 

September 30,

 

 

September 29,

 

 

September 30,

 

 

March 27,

 

 

March 29,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Net income

 

$

5,289

 

 

$

5,488

 

 

$

17,913

 

 

$

15,316

 

 

$

5,527

 

 

$

7,094

 

Foreign currency translation adjustment

 

 

829

 

 

 

(484

)

 

 

2,297

 

 

 

(2,721

)

 

 

(1,830

)

 

 

657

 

Total comprehensive income

 

$

6,118

 

 

$

5,004

 

 

$

20,210

 

 

$

12,595

 

 

$

3,697

 

 

$

7,751

 

 

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


The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

Nine Months Ended

 

 

Quarter Ended

 

 

September 29,

 

 

September 30,

 

 

March 27,

 

 

March 29,

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

17,913

 

 

$

15,316

 

 

$

5,527

 

 

$

7,094

 

Less gain (loss) from discontinued operations

 

 

(8

)

 

 

45

 

Net income from continuing operations

 

 

5,535

 

 

 

7,049

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation expense

 

 

1,841

 

 

 

1,875

 

 

 

800

 

 

 

606

 

Amortization expense

 

 

1,475

 

 

 

825

 

 

 

238

 

 

 

299

 

Amortization of debt issuance costs

 

 

68

 

 

 

84

 

 

 

23

 

 

 

23

 

Non-cash stock compensation expense

 

 

7,588

 

 

 

6,467

 

 

 

2,230

 

 

 

1,704

 

Provision (reversal) for doubtful accounts

 

 

142

 

 

 

(11

)

Loss (gain) on foreign currency translation

 

 

530

 

 

 

(566

)

Provision for doubtful accounts

 

 

21

 

 

 

507

 

Gain on foreign currency translation

 

 

(100

)

 

 

(64

)

Release of valuation allowance

 

 

1,815

 

 

 

2,590

 

 

 

1,622

 

 

 

1,714

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in accounts receivable and unbilled revenue

 

 

(4,935

)

 

 

(5,474

)

 

 

(3,357

)

 

 

(1,592

)

Increase in prepaid expenses and other assets

 

 

(1,172

)

 

 

(405

)

(Increase) decrease in prepaid expenses and other assets

 

 

(185

)

 

 

301

 

Decrease in accounts payable

 

 

(902

)

 

 

(2,090

)

 

 

(147

)

 

 

(1,054

)

Decrease in accrued expenses and other liabilities

 

 

(3,938

)

 

 

(10

)

 

 

(236

)

 

 

(2,176

)

(Decrease) increase in income tax payable

 

 

(1,474

)

 

 

2,211

 

Increase (decrease) in income tax payable

 

 

85

 

 

 

(603

)

Net cash provided by operating activities

 

 

18,951

 

 

 

20,812

 

 

 

6,521

 

 

 

6,759

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(4,919

)

 

 

(2,068

)

 

 

(533

)

 

 

(1,505

)

Cash consideration paid for acquisitions

 

 

(9,268

)

 

 

 

Cash acquired in acquisitions

 

 

261

 

 

 

 

Net cash used in investing activities

 

 

(13,926

)

 

 

(2,068

)

 

 

(533

)

 

 

(1,505

)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from ESPP

 

 

562

 

 

 

519

 

Proceeds from borrowings

 

 

26,000

 

 

 

30,000

 

 

 

 

 

 

1,000

 

Repayment of borrowings

 

 

(11,000

)

 

 

(17,000

)

Debt issuance costs

 

 

 

 

 

(237

)

Dividends paid

 

 

(8,670

)

 

 

(7,163

)

 

 

(5,790

)

 

 

(5,407

)

Exercise of stock options

 

 

200

 

 

 

 

Repurchase of common stock

 

 

(15,598

)

 

 

(33,976

)

 

 

(2,969

)

 

 

(3,990

)

Net cash used in financing activities

 

 

(8,506

)

 

 

(27,857

)

 

 

(8,759

)

 

 

(8,397

)

 

 

 

 

 

 

 

 

Effect of exchange rate on cash

 

 

(3

)

 

 

(30

)

 

 

97

 

 

 

(6

)

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

(3,484

)

 

 

(9,143

)

 

 

(2,674

)

 

 

(3,149

)

Cash at beginning of period

 

 

19,710

 

 

 

23,503

 

 

 

25,954

 

 

 

13,808

 

Cash at end of period

 

$

16,226

 

 

$

14,360

 

 

$

23,280

 

 

$

10,659

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$

3,696

 

 

$

4,473

 

 

$

350

 

 

$

315

 

Cash paid for interest

 

$

292

 

 

$

187

 

 

$

14

 

 

$

87

 

Supplemental disclosure of non-cash acquisition financing activities:

 

 

 

 

 

 

 

 

Shares issued to sellers of Jibe Consulting

 

$

3,600,000

 

 

$

 

 

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

 

 


The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Common Stock

 

 

Paid in

 

 

Treasury Stock

 

 

Accumulated

 

 

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

 

 

291

 

 

 

 

 

 

(1,962

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,962

)

Treasury stock purchased

 

 

 

 

 

 

 

 

 

 

 

(73

)

 

 

(1,006

)

 

 

 

 

 

 

 

 

(1,006

)

Amortization of restricted stock

   units and common stock subject to

   vesting requirements

 

 

 

 

 

 

 

 

2,469

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,469

 

Dividends declared

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13

)

 

 

 

 

 

(13

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,527

 

 

 

 

 

 

5,527

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,830

)

 

 

(1,830

)

Balance at March 27, 2020

 

 

57,472

 

 

$

58

 

 

$

304,214

 

 

 

(27,498

)

 

$

(142,893

)

 

$

(8,200

)

 

$

(12,380

)

 

$

140,799

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Common Stock

 

 

Paid in

 

 

Treasury Stock

 

 

Accumulated

 

 

Comprehensive

 

 

Shareholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Shares

 

 

Amount

 

 

Deficit

 

 

Loss

 

 

Equity

 

Balance at December 28, 2018

 

 

56,615

 

 

$

57

 

 

$

296,955

 

 

 

(27,086

)

 

$

(136,604

)

 

$

(25,424

)

 

$

(11,394

)

 

$

123,590

 

Issuance of common stock

 

 

394

 

 

 

1

 

 

 

(2,373

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,372

)

Treasury stock purchased

 

 

 

 

 

 

 

 

 

 

 

(102

)

 

 

(1,616

)

 

 

 

 

 

 

 

 

(1,616

)

Amortization of restricted stock

   units and common stock subject to

   vesting requirements

 

 

 

 

 

 

 

 

2,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,394

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,094

 

 

 

 

 

 

7,094

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

657

 

 

 

657

 

Balance at March 29, 2019

 

 

57,009

 

 

$

58

 

 

$

296,976

 

 

 

(27,188

)

 

$

(138,220

)

 

$

(18,330

)

 

$

(10,737

)

 

$

129,747

 

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 (“U.S. 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 U.S. GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 30, 2016,27, 2019, included in the Annual Report on Form 10-K filed by the Company with the SEC on March 10, 2017.5, 2020. The consolidated results of operations for the quarter and nine months ended September 29, 2017,March 27, 2020, 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 U.S. 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.

Revenue Recognition

The Company’s revenue is substantially generated from providing professional services to its clients. The Company also generates revenue from software licenses, software support, 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 its relative standalone selling price.  The Company determines the standalone selling price based on the respective selling price of the individual elements when they are 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 the Company 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 contract, and 5) recognize revenue as or when we satisfy the performance obligations.  

The Company typically satisfies its performance obligations for professional services over time as the related services are provided. The performance obligations related to software support, maintenance and subscriptions to our 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 its 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, 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 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 cost of services are monitored regularly during the term of the engagement. If the Company’s estimates indicate a potential loss, such loss is recognized in the period in which the loss first becomes probable and reasonably estimable. The customer is invoiced based on the contractual agreement between the parties, typically bi-weekly, monthly or milestone driven, with net thirty-day terms.

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 us to recognize revenue in the amount based 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.

8


The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information (continued)

Advisory services contracts are typically in the form of a subscription agreement which allows the customer 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 subscription agreement.  Revenue from advisory service 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.

The resale of software and maintenance 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 the maintenance 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 of software licenses is recognized upon contract execution and customer’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.

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.  

The payment terms and conditions in our customer contracts vary. The agreements entered into in connection with a project, whether time-and-materials, fixed-fee or capped-fee based, typically allow clients to terminate early due to breach or for convenience with a 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.

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

Differences between the timing of billings and the recognition of revenue are recognized as either unbilled services or deferred revenue in the accompanying consolidated balance sheets. Revenue recognized for services performed but not yet billed to clients are recorded as unbilled services. 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 unbilled services. Client prepayments are classified as deferred revenue and recognized over future periods as earned in accordance with the applicable engagement agreement. See Note 3 for the accounts receivable and unbilled revenue balances and see Note 4 for the deferred revenue balances. During the quarter ended March 27, 2020, the Company recognized $4.4 million of revenue as a result of changes in deferred revenue liability balance, as compared to $4.0 million for the quarter ended March 29, 2019. 

The following table reflects the Company’s disaggregation of total revenue including reimbursable expenses for the quarters ended March 27, 2020 and March 29, 2019:

 

 

Quarter Ended

 

 

 

March 27,

 

 

March 29,

 

 

 

2020

 

 

2019

 

Consulting

 

$

63,311

 

 

$

61,831

 

Software License Sales

 

 

1,875

 

 

 

539

 

Revenue before reimbursements from continuing operations

 

$

65,186

 

 

$

62,370

 

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.  We determined the period of amortization by taking into consideration the customer contract period, which are 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 27, 2019, and December 28, 2018, the Company had $1.6 million and $1.2 million, respectively, of deferred commissions, of which $0.4 million and $0.2 million was amortized during the first three months of the year 2020 and 2019, respectively.  No impairment loss was recognized relating to the capitalization of deferred commission.

9


The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information (continued)

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.

Fair Value

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and unbilled revenue, accounts payable, accrued expenses and other liabilities and debt. As of September 29, 2017March 27, 2020 and December 30, 2016,27, 2019, 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 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 the carrying amount, using Level 2 inputs, due to the short-term variable interest rates based on market rates.

Business Combinations

The Company applies the provisions of ASC 805, Business Combinations, in the accounting for its acquisitions, which requires recognition of the assets acquired and the liabilities assumed at their acquisition date fair values, separately from goodwill. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the tangible and identifiable intangible assets acquired and liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, that may be up to 12 months from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with a corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, the impact of any subsequent adjustments is included in the consolidated statements of operations.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidanceCOVID-19 Pandemic Impact 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 retrospective or cumulative effect transition method and early adoption is permitted, however not before December 15, 2016.Our Business

 

The level of revenue the Company can achieve is based on the Company’s ability to deliver market leading services and solutions and to deploy skilled teams of professionals quickly. The Company’s results of operations are affected by economic conditions, including macroeconomic conditions and levels of business confidence. In spite of some disruption in March 2020, the COVID-19 pandemic did not have a significant impact on the Company’s consolidated results of operations during the first quarter of 2020, however, it expects net revenue and dilutive earnings per share to be negatively impacted in the second quarter of 2020, and for negative impacts to continue until economic conditions improve. A substantial or prolonged economic downturn as a result of the COVID-19 pandemic or otherwise, weak or uncertain economic conditions or similar factors could adversely affect our clients’ financial condition which may further reduce the Company’s clients’ demand for our services.  

7

The Company is actively managing its business to respond to the impact of the COVID-19. The Company has reduced employee travel to only essential business needs and the employees have been working from home. The Company is generally following the requirements and protocols published by the U.S. Centers for Disease Control and the World Health Organization, and state and local governments. The Company cannot predict when or how it will begin to lift the actions put in place.

As a response to the ongoing COVID-19 pandemic, the Company has implemented plans to manage its costs and preserve cash. The Company has significantly limited the addition of new employees and third party contracted services, eliminated all travel except where necessary to meet customer needs, and acted to limit discretionary spending. To the extent the business disruption continues for an extended period, additional cost management actions will be considered.  Any future asset impairment charges, increases in allowance for doubtful accounts, or restructuring charges could be more likely and will be dependent on the severity and duration of the pandemic.

In light of the evolving health, social, economic and business environment, governmental regulations or mandates, and business disruptions that could occur, the potential impact that COVID-19 could have on the Company’s financial condition and operating results remains highly uncertain.

10


The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

1. Basis of Presentation and General Information (continued)

The Company has completed an initial assessment of the impact of the new guidance on its existing revenue recognition policies and plans to adopt the rule on December 30, 2017, using the cumulative effect 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 the Company is currently compiling. While the Company has not fully completed its assessment of the impact of the standard, based on the analysis completed to date, the Company does not currently anticipate that the new rule will have a material impact on its consolidated financial statements.Recently Issued Accounting Standards

In February 2016,January 2017, the FASB issued guidance on leasesASU 2017-04, which supersedeseliminates Step 2 from 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 ofgoodwill impairment test. For public companies, 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 nine months ended September 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 isupdate was effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted for interim and annual goodwill impairment test with a measurement date after January 1, 2017. EarlyThe adoption is permitted and the guidance requires a retrospective transition. We dodid not expect the guidance to have a material impact on ourthe Company’s consolidated financial statements.

In January 2020, the Company adopted ASU 2016-13 which changes how entities measure credit losses for most financial assets, including trade accounts receivable. The adoption did not have a material impact on the financial statements.

Reclassifications

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

8


The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

2. 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 and restricted stock units issued to the Company’s employees and non-employee members of its Board of Directors, the calculation includes only the vested portion of such stock and units.

DilutiveDiluted 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 common shares:

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

Quarter Ended

 

 

September 29,

 

 

September 30,

 

 

September 29,

 

 

September 30,

 

 

March 27,

 

 

March 29,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Basic weighted average common shares outstanding

 

 

28,764,661

 

 

 

28,579,237

 

 

 

28,891,301

 

 

 

29,251,459

 

 

 

29,889,142

 

 

 

29,682,888

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

928,103

 

 

 

1,472,927

 

 

 

1,008,159

 

 

 

1,327,491

 

 

 

97,577

 

 

 

239,047

 

Common stock issuable upon the exercise of stock options and SARs

 

 

2,264,901

 

 

 

2,323,333

 

 

 

2,354,767

 

 

 

2,291,271

 

 

 

2,277,288

 

 

 

2,372,515

 

Dilutive weighted average common shares outstanding

 

 

31,957,665

 

 

 

32,375,498

 

 

 

32,254,227

 

 

 

32,870,220

 

 

 

32,264,007

 

 

 

32,294,450

 

 

Approximately 0.9 million9 thousand shares and 0.8 million4 thousand shares of common stock equivalents were excluded from the computations of diluted net income per common share for the quarterquarters ended March 27, 2020 and nine months ended SeptemberMarch 29, 2017,2019, respectively, as compared to 0.8 million and 0.9 million for the same periods in 2016, as their inclusion would have had an anti-dilutive effect on diluted net income per common share.   

3. Accounts Receivable and Unbilled Revenue, Net

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

 

 

September 29,

 

 

December 30,

 

 

March 27,

 

 

December 27,

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Accounts receivable

 

$

39,614

 

 

$

39,335

 

 

$

38,400

 

 

$

35,884

 

Unbilled revenue

 

 

18,624

 

 

 

10,638

 

 

 

15,371

 

 

 

14,637

 

Allowance for doubtful accounts

 

 

(2,686

)

 

 

(2,574

)

 

 

(374

)

 

 

(743

)

Accounts receivable and unbilled revenue, net

 

$

55,552

 

 

$

47,399

 

 

$

53,397

 

 

$

49,778

 

 

Accounts receivable is net of uncollected advanced billings. Unbilled revenue includes recognized recoverable costs and accrued profits on contractsrepresents revenue for which billings hadservices performed that have not been presented to clients.invoiced.

911


The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

4. Accrued Expenses and Other Liabilities

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

 

 

September 29,

 

 

December 30,

 

 

March 27,

 

 

December 27,

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Accrued compensation and benefits

 

$

10,062

 

 

$

4,412

 

 

$

7,209

 

 

$

3,987

 

Accrued bonuses

 

 

3,318

 

 

 

13,038

 

 

 

1,068

 

 

 

3,932

 

Accrued dividend payable

 

 

 

 

 

4,023

 

 

 

 

 

 

5,791

 

Restructuring liability

 

 

526

 

 

 

1,584

 

Deferred revenue

 

 

11,959

 

 

 

10,975

 

 

 

11,922

 

 

 

9,583

 

Accrued sales, use, franchise and VAT tax

 

 

2,647

 

 

 

3,791

 

 

 

2,083

 

 

 

2,460

 

Non-cash stock compensation accrual

 

 

2,507

 

 

 

4,225

 

 

 

100

 

 

 

339

 

Income tax payable

 

 

2,953

 

 

 

4,437

 

 

 

2,705

 

 

 

2,611

 

Other accrued expenses

 

 

2,525

 

 

 

1,824

 

 

 

2,235

 

 

 

2,195

 

Total accrued expenses and other liabilities

 

$

35,971

 

 

$

46,725

 

 

$

27,848

 

 

$

32,482

 

 

5. Restructuring Costs

In the prior quarter ended June 30, 2017,During 2019, the Company recorded restructuring costs of $1.3$3.3 million, which was primarily related to the transitionreduction of resources driven by our migration from on-premise software to cloud-based implementations, as well as the Jibe acquisition,staff in Europe and the rationalization of global resources as a result of the emergence of RPA (“Robotic Process Automation”) related engagements from the Aecus acquisition.Australia. As of September 29, 2017,March 27, 2020, the Company did not have anyhad $0.5 million of remaining commitments related to restructuring.the restructuring charge.  

 

The following table sets forth the activity in the restructuring expense accruals (in thousands):

 

 

 

 

 

 

 

Exit, Closure and

 

 

 

 

 

 

Severance and Other

 

 

Consolidation

 

 

 

 

 

 

Employee Costs

 

 

of Facilities

 

Total

 

Accrual balance at December 27, 2019

$

 

1,247

 

$

 

337

 

 

1,584

 

Additions

 

 

 

 

 

 

 

 

Expenditures

 

 

(990

)

 

 

(68

)

 

(1,058

)

Accrual balance at March 27, 2020

$

 

257

 

$

 

269

 

 

526

 

 

Severance and Other

Employee Costs

Accrual balance at December 30, 2016

$

Expenses

1,293

Payments

1,293

Accrual balance at September 29, 2017

$

 

6. Leases

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 year and 10 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: 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 components of lease expense were as follows for the three months ended March 27, 2020 (in thousands):

Operating lease cost

 

$

562

 

 

 

 

 

 

Total net lease costs

 

$

562

 

The weighted average remaining lease term is 4.7 years.  Assuming the Company exercises its opt-out option in year 5 for the London office lease, the weighted average remaining lease term would be 3.3 years. 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 our lease payments in a similar economic environment. For the three months ended March 27, 2020, the Company paid $0.6 million from operating cash flows for operating leases.

12


The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

6. Leases (continued)

Future minimum lease payments under non-cancellable operating leases as of March 27, 2020, were as follows (in thousands):

2020 (excluding the three months ended March 27, 2020)

 

$

1,995

 

2021

 

 

2,539

 

2022

 

 

2,250

 

2023

 

 

1,292

 

2024

 

 

960

 

2025 and thereafter

 

 

1,207

 

Total lease payments

 

 

10,243

 

Less imputed interest

 

 

(925

)

Total

 

$

9,318

 

As of March 27, 2020, the Company does not have any additional operating leases that have not yet commenced, however the Company did extend its Miami office lease effective July 1, 2020, for an additional four years.

7. Credit Facility

In February 2012, theThe Company entered intohas a credit agreement with Bank of America, N.A. (“Bank of America”), pursuant to which Bank of America agreed to lend the Companyprovides for borrowing up to $20.0$45.0 million pursuant to a revolving line of credit (the “Revolver”) and up to $47.0 million pursuant towhich had a term loan (the “Term Loan”).  The Company has fully utilized and repaid its Term Loan.

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

Extend the maturity date on the Revolver toof May 9, 2021 five years from the date of this amendment of the Credit Agreement.(the “Credit Agreement”).

The obligations of Hackett under the Revolver 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).

During the quarterAs of March 27, 2020 and nine months ended September 29, 2017,December 27, 2019,  the Company had net borrowings of $2.0 million and $15.0 million, respectively, under the Revolver and had adid not have any outstanding balance of $22.0 million outstanding as of September 29, 2017.. The interest rates per annum applicable to borrowings under Revolver will be, at the Company’s option, equal to either a base rate or a LIBOR base rate, plus an applicable margin percentage. The applicable margin percentage is based on the consolidated leverage ratio, as defined in the

10


The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

6. Credit Facility (continued)

Credit Agreement. As of September 29, 2017,March 27, 2020, the applicable margin percentage was 1.50% per annum based on the consolidated leverage ratio, in the case of LIBOR rate advances, and 0.75% per annum, in the case of base rate advances. The interest rate of the commitment fees as of September 29, 2017,March 27, 2020, was 2.73%0.125%.

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 September 29, 2017,March 27, 2020, the Company was in compliance with all covenants.

7.Subsequent to March 27, 2020, the Company amended the Credit Agreement with Bank of America to extend the maturity date to November 30, 2022. The amendment also increased the interest payable on outstanding loans in respect of the Revolver by an additional per annum rate of 0.50% and provided for a LIBOR floor of 75 basis points. The borrowing capacity remains at $45.0 million.

8. Stock Based Compensation

During the ninethree months ended September 29, 2017,March 27, 2020, the Company issued 672,592556,604 restricted stock units at a weighted average grant-date fair value of $16.61$15.77 per share. As of September 29, 2017,March 27, 2020, the Company had 1,553,2401,183,539 restricted stock units outstanding at a weighted average grant-date fair value of $12.81$16.75 per share. As of September 29, 2017, $11.2March 27, 2020, $17.0 million of total restricted stock unit compensation expense related to unvested awards had not been recognized and is expected to be recognized over a weighted average period of approximately 2.02.6 years.

During the nine months ended September 29, 2017, 182,279 shares of common stock subject to vesting requirements were issued. These shares were issued to settle the equity portion of the closing consideration to the sellers in the acquisition of Jibe Consulting in May 2017 and will vest over four years. See Note 12 “Acquisitions” for further details. As of September 29, 2017,March 27, 2020, the Company had 531,024127,738 shares of common stock subject to vesting requirements outstanding at a weighted average grant-date fair value of $12.85$18.65 per share. As of September 29, 2017, $4.8March 27, 2020, $1.3 million of compensation expense related to common stock subject to vesting requirements had not been recognized and is expected to be recognized over a weighted average period of approximately 3.11.4 years.

11Forfeitures for all of the Company’s outstanding equity are recognized as incurred.

13


The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

8.9. Shareholders’ Equity

Stock Appreciation Rights (“SARs”)

In 2012,As of March 27, 2020, the Company’s Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”) agreed to give up 50% of their equity incentive compensation awards under the 1998 Stock Option and Incentive Plan for the years 2012 through 2015 in exchange forCompany had 2.9 million SARs outstanding with an exercise price of $4.00 only to be earned upon the achievement of 50% growth in pro forma earnings per share and 50% growth in pro forma EBITDA from a base yearan expiration date of 2011.  The grants would have expired if neither target were achieved during a six-year term.

In the first quarter of 2015, the outstanding SARs awards for the achievement of 50% growth in pro forma earnings per share vested with the Audit Committee’s approval of the Company’s 2014 financial statements. In the first quarter of 2016, the outstanding SARs awards for the Company’s achievement of over 50% growth of pro forma EBITDA vested with the Audit Committee’s approval of the Company’s 2015 financial statements.  As of September 29, 2017, no SARs had been exercised. By the end of 2015, all non-cash stock compensation expense relating to the outstanding SARs had been expensed.February 2022.           

Treasury Stock

Under the Company’s share repurchase plan, the Company may buy backrepurchase shares of its outstanding common stock either on the open market or through privately negotiated transactions subject to market conditions and trading restrictions. During the quarterthree months ended September 29, 2017,March 27, 2020, the Company repurchased 18273 thousand shares of its common stock at an average price of $13.73$13.79 per share for a total cost of $2.5$1.0 million.  As of March 27, 2020 the Company had a total authorization remaining of $5.6 million under its repurchase plan with a  total authorization of $147.2 million.   

During the nine monthsquarter ended SeptemberMarch 29, 2017,2019, the Company repurchased 748101 thousand shares of its common stock at an average price of $15.11$15.99 per share for a total cost of $11.3 million.   During the quarter ended September 29, 2017, the Company’s Board of Directors approved an additional $5.0 million authorization under the repurchase plan increasing the total authorization to $137.2 million.  As of September 29, 2017, the Company had $3.1 million available under its share repurchase plan authorization.

During the quarter ended September 30, 2016, the Company repurchased 30 thousand shares of its common stock at an average price of $14.84 per share for a total cost of $449 thousand. During the nine months ended September 30, 2016, the Company repurchased 2.1 million shares of its common stock at an average price of $14.60 per share for a total cost of $30.1$1.6 million.  

The shares repurchased under the share repurchase plan during the quarter and nine months ended September 29, 2017,March 27, 2020, do not include 68125 thousand and 262 thousand shares respectively, which the Company bought back to satisfy employee net vesting obligations for a cost of $1.0 million and $4.3 million, respectively.$2.0 million. During the quarter and nine months ended September 30, 2016,March 29, 2019, the Company bought back 4123 thousand and 288 thousand shares respectively, at a cost of $50 thousand and $3.9$2.4 million respectively, to satisfy employee net vesting obligations.       

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 Chief Financial Officer (“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.  Following the transaction, approximately $3.1 million remained available under the Company’s share repurchase program. 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 2016 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 single largest beneficial shareholder of the Company.

In reviewing and approving the transaction, the independent directors of the Board considered, among other factors, the benefits to the Company’s stockholders of this transaction such as the fact that (i) the share repurchase transaction is expected to be accretive to earnings per share, and (ii) the transaction was a unique opportunity to repurchase a large block of shares in an orderly manner. The transaction was funded from borrowings under the Company’s Revolver which was amended on May 9, 2016 in order to provide an additional $25.0 million in borrowing capacity for an aggregate amount of up to $45.0 million from time to time.    

12


The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

8. Shareholders’ Equity (continued)

Dividend Program

In 2016,2019, the Company increased the annual dividend from $0.20$0.34 per share to $0.26$0.36 per share to be paid on a semi-annual basis which resulted in aggregate dividendsbasis. During the first quarter of $4.0 million2020, the Company paid its second semi-annual dividend payment to shareholders, which was declared in 2019 of record$5.8 million.  In addition, during the quarter ended March 27, 2020, the Company increased its annual dividend to $0.38 per share to be paid on July 11, 2016 and December 22, 2016, respectively.a semi-annual basis.  These dividends were paid from U.S. domestic sources and are accounted for as an increase to accumulated deficit. The Company’s Board of Directors has deferred the Company’s regular bi-annual dividend declared in December 2016 was paid in January 2017. Duringdeclaration decision until closer to the quarter ended March 31, 2017, end of the second quarter.  The Board of Directors will consider all relevant information available to us at that time before making a decision.  At this time, the Company increased its annual cannot predict whether or not it will declare the bi-annual dividend, to $0.30 per share to be paid on a semi-annual basis.  The first semi-annualreduce the dividend, defer the decision further or suspend the dividend program for 2017 was paid on July 10, 2017, for a totalthe rest of $4.6 million. Subsequent to quarter end, the Company declared its semi-annual dividend of $0.15 per share for shareholders of record as of December 22, 2017, which is to be paid on January 5, 2018.year or longer.

9.10. Transactions with Related Parties

During the ninethree months ended September 29, 2017,March 27, 2020, the Company bought back 5937 thousand shares of its common stock from members of its Board of Directors for $1.2$0.7 million, or $20.13$17.43 per share.

10.11. 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.

11.14


The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

12. Geographic and Group Information

Revenue before reimbursements, which is primarily based on the country of the contracting entity, was attributed to the following geographical areas (in thousands):

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

Quarter Ended

 

 

September 29,

 

 

September 30,

 

 

September 29,

 

 

September 30,

 

 

March 27,

 

 

March 29,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue before reimbursements:

 

 

 

 

 

 

 

 

North America

 

$

60,148

 

 

$

64,136

 

 

$

174,015

 

 

$

188,666

 

 

$

57,054

 

 

$

52,537

 

International (primarily European countries)

 

 

11,314

 

 

 

9,982

 

 

 

42,446

 

 

 

29,843

 

 

 

8,132

 

 

 

9,833

 

Total revenue

 

$

71,462

 

 

$

74,118

 

 

$

216,461

 

 

$

218,509

 

Revenue before reimbursements

 

$

65,186

 

 

$

62,370

 

 

Long-lived assets are attributable to the following geographic areas (in thousands):

 

 

September 29,

 

 

December 30,

 

 

March 27,

 

 

December 27,

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Long-lived assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

90,218

 

 

$

78,200

 

 

$

93,048

 

 

$

91,309

 

International (primarily European countries)

 

 

17,281

 

 

 

12,286

 

 

 

22,068

 

 

 

23,799

 

Total long-lived assets

 

$

107,499

 

 

$

90,486

 

 

$

115,116

 

 

$

115,108

 

 

As of September 29, 2017March 27, 2020 and December 30, 2016,27, 2019, foreign assets included $15.0$13.8 million and $11.9$14.6 million, respectively, of goodwill related to acquisitions.

In the following table, the Hackett Group service group encompasses Benchmarking, Business Transformation, Executive Advisory, Oracle Cloud Applications, EPM and EPM Application Maintenance and Support groups.  The SAP Solutions service group encompasses SAP ERP Implementation and SAP Maintenance groups (in thousands):

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

 

September 29,

 

 

September 30,

 

 

September 29,

 

 

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

The Hackett Group

 

 

60,789

 

 

 

62,610

 

 

$

183,510

 

 

$

186,302

 

SAP Solutions

 

 

10,673

 

 

 

11,508

 

 

 

32,951

 

 

 

32,207

 

Total revenue

 

$

71,462

 

 

$

74,118

 

 

$

216,461

 

 

$

218,509

 

13


The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

12.13. Acquisitions

Jibe Consulting, Inc.

Effective May 1, 2017, the Company acquired certain assets and liabilities of Jibe Consulting, Inc. (“Jibe”), a U.S.- basedU.S.-based Oracle E-Business Suite (“EBS”) and Oracle Cloud Business Application implementation firm. The acquisition of Jibe enhances the Company’s Cloud Application capabilities and strongly complements its market leading EPM transformation and technology implementation group.

The sellers’ purchase consideration was $5.4 million in cash, not subject to vesting, and $3.6 million in shares of the Company’s common stock, subject to vesting. The initial cash consideration was funded from borrowings under the Revolver. The equity that was issued has a four-year vesting term and will be recorded as compensation expense over the respective vesting period. In addition, the sellers have the opportunity to earn an additional $6.6earned contingent consideration of $0.7 million inof cash and $4.4$1.0 million in Company common stockof equity 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 closing.     

The cash related to the contingent consideration, which is to bewas 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 iswas to be paid to the key employees, is subject to service vesting and is beingwas accounted for as compensation expense. ThisDue to the projected earnout results, during the first quarter of 2019, the acquisition-related purchase consideration and compensation expense allocated to both the selling shareholders and key employees resulted in a benefit of $1.2 million in earnings from operations on the consolidated statement of operations related to the contingent earnout liability has beenfor the Jibe acquisition. These contingent liabilities were recorded in the consolidated balance sheet as non-currentcurrent accrued expenses and other liabilities. The equity related toDuring the fourth quarter of 2019, the contingent consideration will be subject to service vesting and will be recorded as compensation expense over the respective vesting period. As of September 29, 2017, the Company had recorded $1.0 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. Management is currently working to complete the valuation of identified intangible assets, goodwill and related deferred income taxes. As additional information, as of the acquisition date, becomes available and as management completes its evaluation, the preliminary 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 values (in thousands):

 

 

Purchase Price

 

 

 

Allocation

 

Total purchase 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

 

 

12,460

 

Other accrued expenses

 

 

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 preliminary intangible assets acquired from Jibe:

 

 

Amount

 

 

Useful Life

Category

 

(in thousands)

 

 

(in years)

Customer Base

 

$

140

 

 

5

Customer Backlog

 

 

325

 

 

2

Non-Compete

 

 

466

 

 

5

 

 

$

931

 

 

 

14


The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

12. 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 September 29, 2017, Jibe contributed $7.6 million of revenue before reimbursable expenses and contribution before depreciation, amortization, interest, corporate overhead allocation and taxes of $0.7 million.  The acquisition related costs incurred in the second quarter of 2017 totaled $0.2 million and were all classified in selling, general and administrative costs in the Company’s consolidated statements of operations. All goodwill is expected 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 Advisory and Robotics Process Automation (“RPA”) consulting firm. This acquisition strongly complements the global strategy 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 September 29, 2017, the Company had recorded a total of $0.9 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. Management is currently working to complete the valuation of identified intangible assets, goodwill and related deferred income taxes. As additional information, as of the acquisition date, becomes available and as management completes its evaluation, the preliminary 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 values (in thousands):

Purchase Price

Allocation

Total purchase 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

3,974

Other accrued expenses

801

Total liabilities acquired

801

Purchase consideration on acquisition

£

3,173

15


The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

12. 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:

 

 

Amount

 

 

Useful Life

Category

 

(in thousands)

 

 

(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 September 29, 2017, Aecus has contributed $2.6 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 the first nine months of 2017 totaled $0.1 million and were all classified in selling, general and administrative costs in the Company’s consolidated statements of operations. The goodwill and intangibles resulting from this transaction are not expected to be deductible under UK tax regulations.

Chartered Institute of Management Accountants (Subsequent Event)

Subsequent to the quarter ended September 29, 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 focus 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.

As a result of the short period between the acquisition date and the date of the issuance of the Company’s third quarter consolidated financial statements, all of the information required to be disclosed by ASC 805 has not yet been completed.

settled.

 

 


ITEM 2.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements. 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 impact such forward-looking statements include, among others, the impact of the coronavirus (COVID-19) pandemic and changes in worldwide and U.S. economic conditions that impact business confidence and the demand for our products and services, our ability to mitigate or manage disruptions posed by COVID-19 pandemic,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, interest rates and our ability to obtain additional debt financing through additional borrowings under an amendmentif needed. For a discussion of risks and actions taken in response to our existing credit facility. the coronavirus pandemic, see “Our results of operations have been adversely affected and could in the future be materially adversely impacted by the coronavirus pandemic (COVID-19).” Under Item 1A, “Risk Factors.”

An additional description of our risk factors is set forth in our Annual Report on Form 10-K for the year ended December 30, 2016.27, 2019. 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. Many of the risks, uncertainties and other factors identified in the Annual Report on From 10-K will likely be amplified by the COVID-19 pandemic.

OVERVIEW

The Hackett Group, Inc. (“Hackett” or the “Company”) 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. Only Hackett empirically defines world-class performance in sales, general and administrative and certain supply chain activities with analysis gained through more than 13,00017,850 benchmark and performance studies over 2326 years at over 5,1006,420 of the world’s leading companies.

In the following discussion, “The Hackett Group” encompasses our Benchmarking,Strategy and Business Transformation Group includes the results of our North America IP as-a-service offerings, which include our Executive Advisory Enterprise Performance Management (“EPM”),Programs and Benchmarking Services, and our Business Transformation Practices (S&BT). ERP, EPM Application Maintenance and Support (“AMS”) andAnalytics Solutions includes the results of our North America Oracle Cloud Applications groups. “SAP Solutions” encompasses our SAP ERP ImplementationEEA and SAP Maintenance groups.Solutions Practices (EEA). International includes results of our S&BT and EEA Practices primarily in Europe.

 

NON-GAAP FINANCIAL INFORMATIONCOVID-19 Pandemic Impact on Our Business

Adjusted non-GAAP information

The level of revenue we achieve is providedbased on our ability to enhancedeliver 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. In spite of some disruption in March 2020, the understandingCOVID-19 pandemic did not have a significant impact on our consolidated results of operations during the first quarter of 2020, however, we expect net revenue and dilutive earnings per share to be negatively impacted in the second quarter of 2020, and for negative impacts to continue until economic conditions improve. A substantial or prolonged economic downturn as a result of the COVID-19 pandemic or otherwise, weak or uncertain economic conditions or similar factors could adversely affect our clients’ financial performance ofcondition which may further reduce our clients’ demand for our services.  

We are actively managing our business compared to prior periodsrespond to the impact of the COVID-19. We have reduced employee travel to only essential business needs and is reconciledour employees have been working from home. We are generally following the requirements and protocols published by the U.S. Centers for Disease Control and the World Health Organization, and state and local governments. We cannot predict when or how we will begin to our GAAP informationlift the actions put in the tables below.  In our quarterly earnings announcements, we refer to adjusted non-GAAP information as “pro-forma”, which is unaudited.  We also present earnings before income taxes, interest, depreciation and amortization expense (EBITDA), and other one-time acquisition-related and restructuring charges (Adjusted EBITDA), both of which are non-GAAP measures. These measures are used by management to evaluate our financial performance.place.

References to adjusted non-GAAP results below specifically exclude non-cash stock compensation expense, intangible asset amortization expense, other one-time acquisition related income and expense, restructuring charges and assumes a normalized long-term cash tax rate.  

All non-GAAP information presented herein should be considered in addition to, and not as substitute for or superior to, any measure of performance, cash flows, or liquidity prepared in accordance with GAAP.


As a response to the ongoing COVID-19 pandemic, we have implemented plans to manage our costs and preserve cash. We have significantly limited the addition of new employees and third party contracted services, eliminated all travel except where necessary to meet customer needs, and acted to limit discretionary spending. To the extent the business disruption continues for an extended period, additional cost management actions will be considered. Any future asset impairment charges, increases in allowance for doubtful accounts, or restructuring charges could be more likely and will be dependent on the severity and duration of the pandemic.

In light of the evolving health, social, economic and business environment, governmental regulations or mandates, and business disruptions that could occur, the potential impact that COVID-19 could have on our financial condition and operating results remains highly uncertain.

For more information, see “Our results of operations have been adversely affected and could in the future be materially adversely impacted by the coronavirus pandemic (COVID-19).” under Item 1A, “Risk Factors.”

RESULTS OF OPERATIONS

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 and unaudited):

 

 

Quarter Ended

 

 

Nine Months Ended

 

 

Quarter Ended

 

 

September 29,

 

 

September 30,

 

 

September 29,

 

 

September 30,

 

 

March 27,

 

 

March 29,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue before reimbursements

 

$

65,947

 

 

 

100.0

%

 

$

66,810

 

 

 

100.0

%

 

$

198,742

 

 

 

100.0

%

 

$

196,961

 

 

 

100.0

%

 

$

65,186

 

 

 

100.0

%

 

$

62,370

 

 

 

100.0

%

Reimbursements

 

 

5,515

 

 

 

 

 

 

 

7,308

 

 

 

 

 

 

 

17,719

 

 

 

 

 

 

 

21,548

 

 

 

 

 

 

 

4,347

 

 

 

 

 

 

 

4,785

 

 

 

 

 

Total revenue

 

 

71,462

 

 

 

 

 

 

 

74,118

 

 

 

 

 

 

 

216,461

 

 

 

 

 

 

 

218,509

 

 

 

 

 

 

 

69,533

 

 

 

 

 

 

 

67,155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of service:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel costs before reimbursable expenses

 

 

39,807

 

 

 

60.4

%

 

 

40,621

 

 

 

60.8

%

 

 

120,906

 

 

 

60.8

%

 

 

120,866

 

 

 

61.4

%

 

 

41,113

 

 

 

63.1

%

 

 

38,934

 

 

 

62.4

%

Acquisition-related compensation expense

 

 

619

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,042

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash stock compensation expense

 

 

1,082

 

 

 

 

 

 

 

1,135

 

 

 

 

 

 

 

3,440

 

 

 

 

 

 

 

3,318

 

 

 

 

 

Stock compensation expense

 

 

1,341

 

 

 

 

 

 

 

920

 

 

 

 

 

Acquisition-related compensation benefit

 

 

 

 

 

 

 

 

 

(129

)

 

 

 

 

Acquisition-related non-cash stock compensation expense

 

 

794

 

 

 

 

 

 

 

315

 

 

 

 

 

 

 

1,720

 

 

 

 

 

 

 

898

 

 

 

 

 

 

 

253

 

 

 

 

 

 

 

79

 

 

 

 

 

Reimbursable expenses

 

 

5,515

 

 

 

 

 

 

 

7,308

 

 

 

 

 

 

 

17,719

 

 

 

 

 

 

 

21,548

 

 

 

 

 

 

 

4,347

 

 

 

 

 

 

 

4,785

 

 

 

 

 

Total cost of service

 

 

47,817

 

 

 

 

 

 

 

49,379

 

 

 

 

 

 

 

144,827

 

 

 

 

 

 

 

146,630

 

 

 

 

 

 

 

47,054

 

 

 

 

 

 

 

44,589

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative costs

 

 

14,209

 

 

 

21.5

%

 

 

14,664

 

 

 

21.9

%

 

 

43,759

 

 

 

22.0

%

 

 

43,918

 

 

 

22.3

%

 

 

13,897

 

 

 

21.3

%

 

 

14,042

 

 

 

22.5

%

Non-cash stock compensation expense

 

 

894

 

 

 

 

 

 

 

793

 

 

 

 

 

 

 

2,427

 

 

 

 

 

 

 

2,251

 

 

 

 

 

 

 

636

 

 

 

 

 

 

 

705

 

 

 

 

 

Acquisition-related costs

 

 

111

 

 

 

 

 

 

 

 

 

 

 

 

 

 

378

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

 

557

 

 

 

 

 

 

 

275

 

 

 

 

 

 

 

1,475

 

 

 

 

 

 

 

825

 

 

 

 

 

 

 

238

 

 

 

 

 

 

 

299

 

 

 

 

 

Restructuring costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,293

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition-related contingent consideration liability

 

 

 

 

 

 

 

 

 

(1,070

)

 

 

 

 

Total selling, general, and administrative expenses

 

 

15,771

 

 

 

 

 

 

 

15,732

 

 

 

 

 

 

 

49,332

 

 

 

 

 

 

 

46,994

 

 

 

 

 

 

 

14,771

 

 

 

 

 

 

 

13,976

 

 

 

 

 

Total costs and operating expenses

 

 

63,588

 

 

 

 

 

 

 

65,111

 

 

 

 

 

 

 

194,159

 

 

 

 

 

 

 

193,624

 

 

 

 

 

 

 

61,825

 

 

 

 

 

 

 

58,565

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

7,874

 

 

 

11.9

%

 

 

9,007

 

 

 

13.5

%

 

 

22,302

 

 

 

11.2

%

 

 

24,885

 

 

 

12.6

%

 

 

7,708

 

 

 

11.8

%

 

 

8,590

 

 

 

13.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(184

)

 

 

 

 

 

 

(137

)

 

 

 

 

 

 

(401

)

 

 

 

 

 

 

(288

)

 

 

 

 

 

 

(37

)

 

 

 

 

 

 

(101

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations before income taxes

 

 

7,690

 

 

 

11.7

%

 

 

8,870

 

 

 

13.3

%

 

 

21,901

 

 

 

11.0

%

 

 

24,597

 

 

 

12.5

%

Income from continuing operations before income taxes

 

 

7,671

 

 

 

11.8

%

 

 

8,489

 

 

 

13.6

%

Income tax expense

 

 

2,401

 

 

 

3.6

%

 

 

3,382

 

 

 

5.1

%

 

 

3,988

 

 

 

2.0

%

 

 

9,281

 

 

 

4.7

%

 

 

2,136

 

 

 

3.3

%

 

 

1,440

 

 

 

2.3

%

Income from continuing operations (net of taxes)

 

 

5,535

 

 

 

 

 

 

 

7,049

 

 

 

 

 

Gain (loss) from discontinued operations

 

 

(8

)

 

 

 

 

 

 

45

 

 

 

 

 

Net income

 

$

5,289

 

 

 

8.0

%

 

$

5,488

 

 

 

8.2

%

 

$

17,913

 

 

 

9.0

%

 

$

15,316

 

 

 

7.8

%

 

$

5,527

 

 

 

8.5

%

 

$

7,094

 

 

 

11.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per common share

 

$

0.17

 

 

 

 

 

 

$

0.17

 

 

 

 

 

 

$

0.56

 

 

 

 

 

 

$

0.47

 

 

 

 

 

 

$

0.17

 

 

 

 

 

 

$

0.22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted non-GAAP data (unaudited):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations before income taxes

 

$

7,690

 

 

 

 

 

 

$

8,870

 

 

 

 

 

 

$

21,901

 

 

 

 

 

 

$

24,597

 

 

 

 

 

Acquisition-related compensation expense

 

 

619

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,042

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash stock compensation expense

 

 

1,976

 

 

 

 

 

 

 

1,928

 

 

 

 

 

 

 

5,867

 

 

 

 

 

 

 

5,569

 

 

 

 

 

Acquisition-related non-cash stock compensation expense

 

 

794

 

 

 

 

 

 

 

315

 

 

 

 

 

 

 

1,720

 

 

 

 

 

 

 

898

 

 

 

 

 

Acquisition-related costs

 

 

111

 

 

 

 

 

 

 

 

 

 

 

 

 

 

378

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,293

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

 

557

 

 

 

 

 

 

 

275

 

 

 

 

 

 

 

1,475

 

 

 

 

 

 

 

825

 

 

 

 

 

Adjusted non-GAAP income before income taxes

 

 

11,747

 

 

 

 

 

 

 

11,388

 

 

 

 

 

 

 

33,676

 

 

 

 

 

 

 

31,889

 

 

 

 

 

Adjusted non-GAAP income tax expense

 

 

3,524

 

 

 

30.0

%

 

 

3,416

 

 

 

30.0

%

 

 

10,103

 

 

 

30.0

%

 

 

9,567

 

 

 

30.0

%

Adjusted non-GAAP net income

 

$

8,223

 

 

 

 

 

 

$

7,972

 

 

 

 

 

 

$

23,573

 

 

 

 

 

 

$

22,322

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted non-GAAP diluted net income per share

 

$

0.26

 

 

 

 

 

 

$

0.25

 

 

 

 

 

 

$

0.73

 

 

 

 

 

 

$

0.68

 

 

 

 

 

EBITDA: (non-GAAP)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations before income taxes

 

 

7,690

 

 

 

 

 

 

 

8,870

 

 

 

 

 

 

 

21,901

 

 

 

 

 

 

 

24,597

 

 

 

 

 

Interest expense

 

 

184

 

 

 

 

 

 

 

137

 

 

 

 

 

 

 

401

 

 

 

 

 

 

 

288

 

 

 

 

 

Depreciation expense

 

 

590

 

 

 

 

 

 

 

618

 

 

 

 

 

 

 

1,841

 

 

 

 

 

 

 

1,875

 

 

 

 

 

Amortization of intangible assets

 

 

557

 

 

 

 

 

 

 

275

 

 

 

 

 

 

 

1,475

 

 

 

 

 

 

 

825

 

 

 

 

 

EBITDA (non-GAAP)

 

$

9,021

 

 

 

 

 

 

$

9,900

 

 

 

 

 

 

$

25,618

 

 

 

 

 

 

$

27,585

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation to adjusted non-GAAP EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

 

9,021

 

 

 

 

 

 

 

9,900

 

 

 

 

 

 

 

25,618

 

 

 

 

 

 

 

27,585

 

 

 

 

 

Acquisition-related compensation expense

 

 

619

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,042

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash stock compensation expense

 

 

1,976

 

 

 

 

 

 

 

1,928

 

 

 

 

 

 

 

5,867

 

 

 

 

 

 

 

5,569

 

 

 

 

 

Acquisition-related non-cash stock compensation expense

 

 

794

 

 

 

 

 

 

 

315

 

 

 

 

 

 

 

1,720

 

 

 

 

 

 

 

898

 

 

 

 

 

Acquisition-related costs

 

 

111

 

 

 

 

 

 

 

 

 

 

 

 

 

 

378

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,293

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted non-GAAP EBITDA

 

$

12,521

 

 

 

 

 

 

$

12,143

 

 

 

 

 

 

$

35,918

 

 

 

 

 

 

$

34,052

 

 

 

 

 

 


Overview.  References to adjusted non-GAAP results specifically exclude non-cash stock compensation expense, intangible asset amortization expense, acquisition-related cash and stock compensation expenses, acquisition and restructuring related charges and assumes a normalized long-term cash tax rate of 30%.

During the second quarter of 2017, we completed the acquisitions of Jibe Consulting, Inc. and Aecus Limited. See Note 12, “Acquisitions” to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

Revenue. We are a global company with operations located 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 DollarEuro, and as a result is affected by currency exchange rate fluctuations. The impact of currency fluctuations did not have a significant impact on comparisons between the thirdfirst quarter and first nine months of 20172020 and the comparable period of 2016.2019. Revenue is analyzed based on geographical location of engagement team personnel.  


The following table sets forth revenue by group for the periods indicated (in thousands):

 

 

Quarter Ended

 

 

 

March 27,

 

 

March 29,

 

 

 

2020

 

 

2019

 

S&BT

 

$

24,684

 

 

$

24,647

 

EEA

 

 

33,002

 

 

 

27,413

 

International

 

 

7,500

 

 

 

10,310

 

Revenue from continuing operations before reimbursements

 

$

65,186

 

 

$

62,370

 

Our total Company net revenue from continuing operations, or revenue before reimbursements, decreased by 1%increased 5%, to $65.9 million in the third quarter of 2017, as compared to $66.8 million in the third quarter of 2016. Our total Company net revenue increased 1%, to $198.7$65.2 million in the first nine monthsquarter of 2017,2020, as compared to $197.0$62.4 million duringin the same period in 2016.of 2019. In both the thirdfirst quarter of 2020 and first nine months of 2017 and 2016,2019, no one customer accounted for more than 5% of our total revenue.

The Hackett GroupS&BT net revenue decreased less than a percent, to $56.1 million during the third quarter of 2017, as compared to $56.3 million in the third quarter of 2016. The Hackett Group net revenue increased less than a percent, to $168.8was $24.7 million during the first nine monthsquarter of 2017,2020, as compared to $168.0$24.6 million in the same period of 2019. This group’s business transformation practice is where nearly all of our March disruption from the COVID-19 pandemic impact was felt.

EEA net revenue increased 20%, to $33.0 million during the first quarter of 2020, as compared to $27.4 million in the same period in 2016.   Hackett domestic revenueof 2019. This increase was down 7% during both the third quarter and first nine months of 2017, as revenue was adversely impacted as a result of the transitiondriven by strong growth from on- premise to cloud application migrationour SAP S4 HANA implementation practice, which also benefited from strong software sales activity, and slightly lower than anticipated activity in some ofstrong growth from our other Hackett domestic practices.  The decrease of the domestic Hackett revenue was offset by strong Oracle Cloud ERP and OneStream Practices.

Hackett international growthnet revenue from continuing operations decreased 27% in the first quarter of 36% and 39%, primarily in Europe, during the third quarter and first nine months of 2017, respectively,2020, as compared to the same periodsperiod in the prior year.  

SAP Solutions net revenue decreased 6%,2019, as Europe continues to $9.8 million, during the third quarter of 2017, as compared to $10.5 million in the third quarter of 2016. SAP Solutions net revenue increased 3%, to $30.0 million, during the first nine months of 2017, as compared $29.0 million during the same period of 2016.

be impacted by lengthened client decision-making from economic uncertainty. Total Company international net revenue accounted for 19%12% and 17% of total Company net revenue during both the thirdfirst quarter of 2020 and first nine months of 2017, as compared to 13% and 14% during the same periods in 2016,2019, respectively.

Reimbursements as a percentage of total net revenue were 8%7% and 9% during the third quarter and first nine months of 2017, respectively, as compared to 11%8% during both the first quarter of the same periods in 2016. This decrease primarily related to lower expense ratios resulting from the recent acquisitions2020 and the increase in IP as a service which both historically drive lower levels of reimbursable expenses.2019, respectively. Reimbursements are engagement travel relatedproject travel-related expenses which are billedpassed through to clients and havea client with no impact on profitability.  associated margin.

Cost of Service. Cost of service primarily consists of 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 associated with projects.

Personnel costs decreased 2%increased 6%, to $39.8$41.1 million, for the thirdfirst quarter of 2017,2020 from $40.6$38.9 million in the third quartersame period of 2016.2019. The decrease in absolute dollarincrease was primarily a result of lower incentive compensation accruals, partially offset byincreased headcount and higher useutilization of subcontractors during the quarter and higher fringe and payroll taxes.  Personnel costs were $120.9 million, in both the first nine months of 2017 and 2016.quarter.  Personnel costs before reimbursable expenses, a non-GAAP metric, as a percentage of revenue before reimbursements, were 60% and 61%63% for the thirdfirst quarter of 2020 and 62% for the first nine monthsquarter of 2017, respectively,2019.

Non-cash stock compensation expense was $1.3 million for the first quarter of 2020, as compared to 61% for both of the same periods in 2016.

Acquisition related compensation costs of $0.6 million and $1.0$0.9 million for the third quarter and first nine monthssame period of 2017, respectively, relate2019.

The acquisition-related compensation benefit in 2019 related to the accrual for the cash portion of the Aecus contingent consideration related 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 employees,two acquisitions, all of which areis subject to service vesting and as a result ishas been recorded as compensation expense. See Note 12, “Acquisitions” to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

Non-cash stock compensation expense was $1.1 million and $3.4 million in the third quarter and first nine months of 2017, respectively, as compared to $1.1 million and $3.3 millionThe liabilities were settled during the same period in 2016.fourth quarter of 2019.


Acquisition related non-cash stock compensation expense in 20172020 and 2019 primarily relatesrelated to our EPM AMS acquisition of Technolabequity issued in fiscalrelation to acquisitions between 2014 and the Jibe and Aecus acquisitions in 2017. See Note 12, “Acquisitions” to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

Total company adjusted non-GAAP gross margin was 40% and 39% of net revenue in the third quarter and first nine months of 2017, respectively, and 39% for both of the same periods in 2016.

Selling, General and Administrative Costs (SG&A)(“SG&A”). SG&A excludingprimarily consists of salaries, benefits and incentive compensation for the selling, marketing, administrative and executive employees; non-cash compensation expense, the amortization of intangible assets, and acquisition related costs was $14.2 million and $43.8various other overhead expenses.

SG&A costs were $13.9 million for the thirdfirst quarter and first nine months of 2017,2020, as compared to $14.7 million and $43.9$14.0 million for the same periodsperiod in 2016, respectively.2019. These SG&A costs as a percentage of revenue before reimbursements was 22% for bothwere 21% and 23% during the thirdfirst quarter of 2020 and first nine months of 2017 and 2016.2019, respectively.

Amortization expense was $0.6 million and $1.5$0.2 million in the thirdfirst quarter and first nine months 2017, respectively,of 2020, as compared to $0.3 million and $0.8 million in the same periodsperiod in 2016.2019. The amortization expense in 20172020 relates to the amortization of the intangible assetsasset acquired in our 2014 EPM AMS acquisitionacquisitions and the buyout of Technolab and our acquisitions of Jibe and Aecuspartner’s joint venture interest in the second quarter ofCGBS Training and Certification Programs in 2017. The intangible assets relaterelated to the customer relationship, customer backlog and non-compete agreements. The Technolab intangible assets will continue to amortize through 2018 and the Jibe and Aecus intangible assetsacquisitions will continue to amortize until 2022.

Restructuring Costs. In2022 and the second quarter of 2017, we recorded restructuring costs primarilyintangible assets related to the transitionjoint venture will continue to amortize until 2021.

Acquisition-related Contingent Consideration Liability. During the first quarter of resources driven by our migration from on premise software2019, the liability related to cloud-based implementations as well asthe cash portion of the Jibe acquisition andcontingent consideration due to the rationalization of global resources asselling shareholders, which was not subject to vesting, resulted in a resultbenefit due to the reduction of the emergence of RPA related engagements from our Aecus acquisition.  There were no restructuring costs related to employee severance costs recordedcontingent earnout liability. This liability was settled in the thirdfourth quarter of 2017.2019.    


Income Taxes. During the thirdfirst quarter and first nine months of 2017,2020, we recorded $2.4$2.1 million and $4.0 million, respectively, of income tax expense related to for certain federal, foreign and state taxes which reflected an effective tax rate of 31% and 18%, respectively. During28%. In the first quarter of 2017,2019, we recorded no$1.4 million of income tax expense as a result of the adoption of a new pronouncement relatingrelated to the accounting on the vesting of share-based awards. Excluding the effect of the new pronouncement, the effective tax rate would have been 34% for certain federal, foreign and state taxes for the nine months ended September 29, 2017. In the third quarter and first nine months of 2016, we recorded income tax expense of $3.4 million and $9.3 million, which reflected an effective tax rate of 38%17%.  The increase in both periods for certain federal, foreign and state taxes.the quarter ending March 27, 2020, GAAP income tax rate is primarily due to a lower tax benefit related to share based compensation when compared to the same period in the prior year.

Liquidity and Capital Resources

As of September 29, 2017March 27, 2020, and December 30, 2016,27, 2019, we had $16.2$23.3 million and $19.7$26.0 million, respectively, classified in cash on the consolidated balance sheets.  We currently believe that available funds (including the cash on hand and funds available for borrowing capacity under the Revolver),our revolving line of credit (the “Revolver”)) 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 willwould be available when needed or desired.

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

 

 

Nine Months Ended

 

 

Quarter Ended

 

 

September 29,

 

 

September 30,

 

 

March 27,

 

 

March 29,

 

 

2017

 

 

2016

 

 

2020

 

 

2019

 

Cash flows provided by operating activities

 

$

18,952

 

 

$

20,812

 

 

$

6,521

 

 

$

6,759

 

Cash flows used in investing activities

 

$

(13,926

)

 

$

(2,068

)

 

$

(533

)

 

$

(1,505

)

Cash flows used in financing activities

 

$

(8,507

)

 

$

(27,857

)

 

$

(8,759

)

 

$

(8,397

)

 

Cash Flows from Operating Activities

Net cash provided by operating activities was $19.0$6.5 million during the first ninethree months of 2017,2020, as compared to $20.8$6.8 million during the same period in 2016.2019. In 20172020, the net cash provided by operating activities was primarily due to net income adjusted for non-cash items, partially offset by a decrease in accrued expenses and other liabilities due to the payout of the 2016 incentive compensation and a decrease in income tax payable and an increase in accounts receivable and unbilled revenue.  In 2016, the net cash provided by operating activities was primarily due 2019, to net income adjusted for non-cash items, andpartially offset by an increase in income taxes payable, partially offset by increased accounts receivable and unbilled revenue decreasesand a decrease in accounts payable related to the timing of vendor payments and decreases in accrued income taxes resulting from the 2016 income tax payment.expenses and liabilities.


Cash Flows from Investing Activities

Net cash used in investing activities was $13.9$0.5 million and $2.1$1.5 million during the first ninethree months of 20172020 and 2016,2019, respectively. Net cash used in investing activities during the first nine months of 2017 primarily related to the cash paid for the Jibe and Aecus acquisitions. Additionally, during 2017,During 2020, cash flows used in investing activities also included investments relatingrelated to the development of the Hackett Academy and our Quantum Leap benchmark technology, as well as furthertechnology. In 2019, cash flows used in investing activities included investments inrelated to our internal corporate systems.  During 2016, investing activities relatedsystems, the global rollout of new laptops which occurs every three to capital expenditures onfour years, and the continued development of our Quantum Leap benchmark technology.

 

Cash Flows from Financing Activities

Net cash used in financing activities was $8.5$8.8 million and $27.9$8.4 million during 20172020 and 2016,2019, respectively. The usage of cash in 20172020 primarily related to the dividend payment of $5.8 million and the repurchase of $3.0 million of the Company’s common stock. The usage of cash in 2019 was primarily related to the dividend payment of $5.4 million and the repurchase of $11.3$4.0 million of Companythe Company’s common stock, the cost of share purchases to satisfy employee net vesting requirements of $4.3 million, the payment of the second 2016 semi-annual dividend, and first 2017 semi-annual dividend totaling $8.7 million. These uses of cash were partially offset by the net drawdown onborrowing under the Revolver of $15.0 million (as defined below). The usage$1.0 million.

As of cash in 2016 was primarily related to the cost of the repurchase of $30.1 million of Company common stockMarch 27, 2020, we did not have any outstanding borrowings under the Company’s share repurchase program, $3.9 million to satisfy employee net vesting-related tax requirements, and $7.2 million was utilized to payout dividends.  These uses of cash were partially offset by the net borrowings of $13.0 million.

The Company is party to a credit agreement with Bank of America, N.A, dated as of May 9, 2016, (the “Credit Agreement”). The Credit Agreement provides for a revolving line of credit (the “Revolver”)Revolver, leaving us with a total borrowing capacity of approximately $45.0 million. As of September 29, 2017, we had a remaining capacity under our Revolver of $23.0 million. See Note 6, “Credit Facility,” to our consolidated financial statements included in this Quarterly Report on Form 10-Q for more information.

Recently Issued Accounting Standards

For a discussion of recently issued accounting standards, see Note 1, “Basis of Presentation and General Information,” to our consolidated financial statements included in this Quarterly Report on Form 10-Q and Note 1, “Basis of Presentation and General Information,” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 30, 2016.27, 2019.


Item 3.

Quantitative and QualitativeQualitative Disclosures About Market Risk.

As of September 29, 2017,March 27, 2020, 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 Revolver, which is subject to variable interest rates. The interest rates per annum applicable to loans under the Revolver will be, at our option, equal to either a base rate or a LIBOR rate for one-, two-, three- or nine-month interest periods chosen by us in each case, plus an applicable margin percentage. A 100-basis point increase in our interest rate under our Revolver would not have had a material impact on our results of operations for the quarter and nine months ended September 29, 2017.March 27, 2020.

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 and the Australian Dollar. These exposures may change over time as business practices evolve.

Item 4.

Controls and Procedures

Under the supervision and with the participation of our management, including our PrincipalChief Executive Officer and PrincipalChief 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 PrincipalChief Executive Officer and PrincipalChief 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 Control Over Financial MarketsControls

There were no changes in our internal control 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 control over financial reporting.


PART II — OTHEROTHER INFORMATION

Item 1.

Legal Proceedings.

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.

Item 1A.

Risk Factors.

There have been no material changes to any

For a discussion of our potential risks and uncertainties, see the risk factors disclosedfactor below and the information under the heading “Risk Factors” in the Company’sour Annual Report on Form 10-K for the year ended December 30, 2016.27, 2019 (the “Annual Report”).

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

The global spread of the coronavirus (COVID-19) has 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. We expect that the negative impacts of the COVID-19 pandemic on our operating revenue may continue until economic conditions improve.

We continue to work with our clients and employees to responsibly address this global pandemic. We will continue to monitor the situation and assess possible implications to our business and our clients and employees and will take appropriate actions in an effort to mitigate adverse consequences. We cannot assure you that we will be successful in any such mitigation efforts. The extent to which the coronavirus 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 the Annual Report and could materially adversely affect our business, financial condition, results of operations and/or stock price.  

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

During the quarter ended September 29, 2017,March 27, 2020, the Company repurchased 18273 thousand shares of its common stock at an average price of $13.73 per share, for a total cost of $2.5 million, under the repurchase plan approved by the Company's Board of Directors. As of September 29, 2017,March 27, 2020, the Company had $3.1$5.6 million of authorization remaining under the repurchase plan.

 

 

 

 

 

 

 

 

 

 

 

Total Number

 

 

Maximum Dollar

 

 

 

 

 

 

 

 

 

 

 

 

of Shares as Part

 

 

Value That May

 

 

 

 

 

 

 

 

 

 

 

 

of Publicly

 

 

Yet be Purchased

 

 

 

 

Total Number

 

 

Average Price

 

 

Announced

 

 

Under the

 

 

Period

 

of Shares

 

 

Paid per Share

 

 

Program

 

 

Program

 

 

Balance as of June 30, 2017

 

 

 

 

$

 

 

 

 

 

$

630,006

 

 

July 1, 2017 to July 28, 2017

 

 

 

 

$

 

 

 

 

 

$

630,006

 

 

July 29, 2017 to August 25, 2017

 

 

166,516

 

 

$

13.73

 

 

 

166,516

 

 

$

3,343,305

 

*

August 26, 2017 to September 29, 2017

 

 

15,000

 

 

$

13.70

 

 

 

15,000

 

 

$

3,137,863

 

 

 

 

 

181,516

 

 

$

13.73

 

 

 

181,516

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Number

 

 

Maximum Dollar

 

 

 

 

 

 

 

 

 

 

 

of Shares as Part

 

 

Value That May

 

 

 

 

 

 

 

 

 

 

 

of Publicly

 

 

Yet be Purchased

 

 

 

Total Number

 

 

Average Price

 

 

Announced

 

 

Under the

 

Period

 

of Shares

 

 

Paid per Share

 

 

Program

 

 

Program

 

Balance as of December 27, 2019

 

 

 

 

$

 

 

 

 

 

$

1,651,222

 

December 28, 2019 to January 24, 2020

 

 

 

 

$

 

 

 

 

 

$

1,651,222

 

January 25, 2020 to February 21, 2020

 

 

37,361

 

 

$

17.43

 

 

 

 

 

$

6,000,020

*

February 22, 2020 to March 27, 2020

 

 

35,595

 

 

$

9.98

 

 

 

 

 

$

5,644,867

 

 

 

 

72,956

 

 

$

13.79

 

 

 

 

 

 

 

 

 

*During the third quarter of 2017, the Company’s Board of Directors approved an additional $5.0 million increase to the repurchase plan.

The Company’s Board of Directors approved an additional share repurchase authorization of $5.0 million.

 

Shares repurchased during the quarter ended September 29, 2017March 27, 2020 under the repurchase plan approved by the Company's Board of Directors do not include 68125 thousand shares for a cost of $1.0$2.0 million that the Company bought back to satisfy employee net vesting obligations.


Item 6.

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 filed on 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 filed on January 21, 2015).

 

 

 

  10.1

Amendment No. 2 to Second Amended and Restated Credit Agreement, dated April  3, 2020, among The Hackett Group, Inc., the material domestic subsidiaries of The Hackett Group, Inc. named on the signatures pages thereto, and Bank of America, N.A., as lender (incorporated herein by reference to the Registrant’s Form 8-K filed on April 3, 2020.

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.INS101.INS**

 

XBRL Instance Document

 

 

 

101.SCH101.SCH**

 

XBRL Taxonomy Extension Schema

 

 

 

101.CAL101.CAL**

 

XBRL Taxonomy Extension Calculation Linkbase

 

 

 

101.DEF101.DEF**

 

XBRL Taxonomy Extension Definition Linkbase

 

 

 

101.LAB101.LAB**

 

XBRL Taxonomy Extension Label Linkbase

 

 

 

101.PRE101.PRE**

 

XBRL Taxonomy Extension Presentation Linkbase

 

*

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.

 


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.

 

 

The Hackett Group, Inc.

 

 

Date: November 8, 2017May 6, 2020

/s/ Robert A. Ramirez

 

Robert A. Ramirez

 

Executive Vice President, Finance and Chief Financial Officer

 

 

23

24