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~~ Yes☒ NO 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~~ Yes☒ NO 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.

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~~ Yes No☒

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

As of ~~November 1, 2017,~~May 5, 2022, there were ~~28,656,338~~31,650,966 shares of common stock outstanding.

	September 29,			December 30,			April 1,			December 31,
	2017			2016			2022			2021
ASSETS
Current assets:
Cash	$	16,226		$	19,710		$	47,752		$	45,794
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 contract assets, net of allowance of $3,925 and $2,702 at April 1, 2022 and December 31, 2021, respectively								50,514			50,616
Prepaid expenses and other current assets		2,897			1,704			5,364			5,766
Total current assets		74,675			68,813			103,630			102,176

Property and equipment, net		17,854			14,774			18,212			18,026
Other assets		4,679			3,336			540			620
Goodwill, net		84,966			72,376
Goodwill								84,639			85,070
Operating lease right-of-use assets								1,424			1,649
Total assets	$	182,174		$	159,299		$	208,445		$	207,541

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,597		$	9,089		$	8,041		$	7,677
Accrued expenses and other liabilities		35,971			46,725			21,981			30,297
Contract liabilities (deferred revenue)								15,863			14,616
Operating lease liabilities								2,073			2,299
Total current liabilities		44,568			55,814			47,958			54,889
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								8,992			7,325
Operating lease liabilities								1,180			1,474
Total liabilities		84,095			73,030			58,130			63,688

Commitments and contingencies

Shareholders’ equity:
Preferred stock, $.001 par value, 1,250,000 shares authorized; none issued and outstanding		—			—
Common stock, $.001 par value, 125,000,000 shares authorized; 55,600,776 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; NaN issued and outstanding								—			—
Common stock, $0.001 par value, 125,000,000 shares authorized; 60,004,457 and 59,631,003 shares issued at April 1, 2022 and December 31, 2021, respectively								60			60
Additional paid-in capital		284,628			277,100			301,488			300,288
Treasury stock, at cost, 26,945,776 and 26,197,981 shares September 29, 2017 and December 30, 2016, respectively		(134,053	)		(122,756	)
Accumulated deficit		(43,301	)		(56,581	)
Accumulated comprehensive loss		(9,252	)		(11,549	)
Treasury stock, at cost, 28,388,144 and 28,357,145 shares April 1, 2022 and December 31, 2021, respectively								(157,929	)		(157,294	)
Retained earnings								18,303			11,272
Accumulated other comprehensive loss								(11,607	)		(10,473	)
Total shareholders' equity		98,079			86,269			150,315			143,853
Total liabilities and shareholders' equity	$	182,174		$	159,299		$	208,445		$	207,541

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

	Quarter Ended						Nine Months Ended						Quarter Ended
	September 29,			September 30,			September 29,			September 30,			April 1,			April 2,
	2017			2016			2017			2016			2022			2021
Revenue:
Revenue before reimbursements	$	65,947			66,810		$	198,742			196,961		$	75,108		$	63,410
Reimbursements		5,515			7,308			17,719			21,548			556			76
Total revenue		71,462			74,118			216,461			218,509			75,664			63,486
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 (includes $1,666 and $1,847 of stock compensation expense in 2022 and 2021, respectively)														47,333			41,170
Reimbursable expenses		5,515			7,308			17,719			21,548			556			76
Total cost of service		47,817			49,379			144,827			146,630			47,889			41,246
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 (includes $933 and $740 of stock compensation expense in 2022 and 2021, respectively)														14,366			13,387
Total costs and operating expenses		63,588			65,111			194,159			193,624			62,255			54,633
Income from operations		7,874			9,007			22,302			24,885			13,409			8,853

Other expense:
Interest expense		(184	)		(137	)		(401	)		(288	)		(28	)		(25	)
Income from operations before income taxes		7,690			8,870			21,901			24,597			13,381			8,828
Income tax expense		2,401			3,382			3,988			9,281			2,876			2,460
Income from continuing operations														10,505			6,368
Loss from discontinued operations														—			(7	)
Net income	$	5,289		$	5,488		$	17,913		$	15,316		$	10,505		$	6,361

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													$	0.33		$	0.21
Loss per common share from discontinued operations														-			(0.00	)
Net income per common share													$	0.33		$	0.21

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													$	0.33		$	0.19
Loss per common share from discontinued operations														-			(0.00	)
Net income per common share													$	0.33		$	0.19

Weighted average common shares outstanding:
Basic														31,449			30,207
Diluted														31,844			32,769

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

	Nine Months Ended						Quarter Ended
	September 29,			September 30,			April 1,			April 2,
	2017			2016			2022			2021
Cash flows from operating activities:
Net income	$	17,913		$	15,316		$	10,505		$	6,361
Plus loss from discontinued operations								—			7
Net income from continuing operations								10,505			6,368
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		1,841			1,875			802			874
Amortization expense		1,475			825			144			261
Amortization of debt issuance costs		68			84			14			11
Non-cash stock compensation expense		7,588			6,467			2,599			2,587
Provision (reversal) for doubtful accounts		142			(11	)
Loss (gain) on foreign currency translation		530			(566	)
Release of valuation allowance		1,815			2,590
(Reversal) provision for doubtful accounts								(23	)		137
(Gain) loss on foreign currency translation								(298	)		61
Deferred income tax expense								1,643			1,378
Changes in assets and liabilities:
Increase in accounts receivable and unbilled revenue		(4,935	)		(5,474	)
Increase in prepaid expenses and other assets		(1,172	)		(405	)
Decrease in accounts payable		(902	)		(2,090	)
Decrease (increase) in accounts receivable and contract assets								177			(6,091	)
Decrease in prepaid expenses and other assets								640			182
Increase (decrease) in accounts payable								363			(1,159	)
Decrease in accrued expenses and other liabilities		(3,938	)		(10	)		(11,760	)		(4,985	)
(Decrease) increase in income tax payable		(1,474	)		2,211
Increase in contract liabilities								1,248			5,037
Increase in income tax payable								—			1,241
Net cash provided by operating activities		18,951			20,812			6,054			5,895

Cash flows from investing activities:
Purchases of property and equipment		(4,919	)		(2,068	)		(993	)		(525	)
Cash consideration paid for acquisitions		(9,268	)		—
Cash acquired in acquisitions		261			—
Net cash used in investing activities		(13,926	)		(2,068	)		(993	)		(525	)

Cash flows from financing activities:
Proceeds from ESPP		562			519
Proceeds from borrowings		26,000			30,000
Repayment of borrowings		(11,000	)		(17,000	)
Debt issuance costs		—			(237	)		(10	)		—
Dividends paid		(8,670	)		(7,163	)
Exercise of stock options		200			—
Repurchase of common stock		(15,598	)		(33,976	)		(3,066	)		(3,716	)
Net cash used in financing activities		(8,506	)		(27,857	)		(3,076	)		(3,716	)

Effect of exchange rate on cash		(3	)		(30	)		(27	)		(4	)

Net decrease in cash and cash equivalents		(3,484	)		(9,143	)
Net increase in cash and cash equivalents								1,958			1,650
Cash at beginning of period		19,710			23,503			45,794			49,455
Cash at end of period	$	16,226		$	14,360		$	47,752		$	51,105

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	3,696		$	4,473
Cash paid (refunded) for income taxes							$	1		$	(181	)
Cash paid for interest	$	292		$	187		$	-		$	14
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.

																	Accumulated
					Additional												Other			Total
	Common Stock				Paid in			Treasury Stock						Retained			Comprehensive			Shareholders'
	Shares		Amount		Capital			Shares			Amount			Earnings			Loss			Equity
Balance at December 31, 2021		59,631	$	60	$	300,288			(28,358	)	$	(157,294	)	$	11,272		$	(10,473	)	$	143,853
Issuance of common stock		373		—		(2,432	)		—			—			—			—			(2,432	)
Treasury stock purchased		—		—		—			(31	)		(635	)		—			—			(635	)
Amortization of restricted stock units and common stock subject to vesting requirements		—		—		3,632			—			—			—			—			3,632
Dividends declared		—		—		—			—			—			(3,474	)		—			(3,474	)
Net income		—		—		—			—			—			10,505			—			10,505
Foreign currency translation		—		—		—			—			—			—			(1,134	)		(1,134	)
Balance at April 1, 2022		60,004	$	60	$	301,488			(28,389	)	$	(157,929	)	$	18,303		$	(11,607	)	$	150,315

					Additional												Other			Total
	Common Stock				Paid in			Treasury Stock						Accumulated			Comprehensive			Shareholders'
	Shares		Amount		Capital			Shares			Amount			Deficit			Loss			Equity
Balance at January 1, 2021		57,693	$	58	$	312,039			(27,609	)	$	(144,254	)	$	(17,388	)	$	(9,568	)	$	140,887
Issuance of common stock		294		—		(1,605	)		—			—			—			—			(1,605	)
Treasury stock purchased		—		—		—			(136	)		(2,110	)		—			—			(2,110	)
Amortization of restricted stock units and common stock subject to vesting requirements		—		—		2,633			—			—			—			—			2,633
Dividends declared		—		—		—			—			—			(3,254	)		—			(3,254	)
Net income		—		—		—			—			—			6,361			—			6,361
Foreign currency translation		—		—		—			—			—			—			269			269
Balance at April 2, 2021		57,987	$	58	$	313,067			(27,745	)	$	(146,364	)	$	(14,281	)	$	(9,299	)	$	143,181

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

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,~~31, 2021, included in the Annual Report on Form 10-K filed by the Company with the SEC on March ~~10, 2017.~~4, 2022. The consolidated results of operations for the quarter ~~and nine months~~ ended ~~September 29, 2017,~~April 1, 2022, are not necessarily indicative of the results to be expected for any future period or for the full fiscal year.

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.

The Company generates substantially all of its revenue from providing professional services to its clients. The Company also generates revenue from software licenses, software support and maintenance and subscriptions to its executive and best practices advisory programs. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price. The Company determines the standalone selling price based on the respective selling price of the individual elements when sold separately.

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

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

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

In fixed-fee billing arrangements, which would also include contracts with capped fees, the Company agrees to a pre-established fee or fee cap in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenue under fixed-fee or capped fee 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, however client terms are subject to change.

Time-and-material billing arrangements require the client to pay based on the number of hours worked by the Company’s consultants at agreed upon hourly rates. The Company recognizes revenue under time-and-material arrangements as the related services or goods are provided, using the right to invoice practical expedient which allows it to recognize revenue in the amount 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, however client terms are subject to change.

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

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 maintenance which is sold simultaneously. The transaction price is the Company’s agreed-upon percentage of the software license or maintenance amount in the contract with the vendor. Revenue for the resale 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, however client terms are subject to change.

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

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

Differences between the timing of billings and the recognition of revenue are recognized as either contract assets or contract liabilities in the accompanying consolidated balance sheets. Revenue recognized for services performed but not yet billed to clients are recorded as contract assets. Revenue recognized, but for which are not yet entitled to bill because certain events, such as the completion of the measurement period, are recorded as contract assets and included within contract assets. Client prepayments are classified as contract liabilities and recognized over future periods as earned in accordance with the applicable engagement agreement. See Note 3 for the accounts receivable and contract asset balances. During the quarter ended April 1, 2022, the Company recognized $6.9 million of revenue as a result of changes in the contract liability balance, as compared to $4.0 million for the quarter ended April 2, 2021.

The following table reflects the Company’s disaggregation of total revenue for the quarters ended April 1, 2022 and April 2, 2021:

Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized as project revenue is recognized. The Company determined the period of amortization by taking into consideration the customer contract period, which 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 31, 2021, and January 1, 2021, the Company had $1.6 million and $1.5million, respectively, of deferred commissions, of which $0.4 million and $0.2 million was amortized during the first three months of the year 2022 and 2021, respectively. NaN impairment loss was recognized relating to the capitalization of deferred commission.

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

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

The Company’s financial instruments consist of cash, ~~and cash equivalents,~~ accounts receivable and ~~unbilled revenue,~~contract assets, accounts payable, accrued expenses and other liabilities and ~~debt.~~contract liabilities. As of ~~September 29, 2017~~April 1, 2022 and December ~~30, 2016,~~31, 2021, the carrying amount of each financial instrument approximated the instrument’s respective fair value due to the short-term nature and maturity of these instruments.

The Company 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.

The level of revenue the Company achieves is based on its 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 each of the four quarters of 2021, the Company’s revenue before reimbursements and diluted earnings per share grew when compared to the fourth quarter of 2020 reflecting a continuation of improved economic conditions. However, any reversal of these trends or a prolonged economic downturn as a result of the impact of COVID-19 variants, or otherwise, weak or uncertain economic conditions or similar factors could adversely affect our clients' financial condition which may further reduce our clients' demand for our services.

The Company ~~applies the provisions of ASC 805, Business Combinations, in the accounting for~~continues to actively manage 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 assumptionsbusiness 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~~respond 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~~the COVID-19 pandemic. At the onset of the pandemic, the Company reduced employee headcount and restricted employee travel to only essential business needs. While headcount has increased and some select non-essential travel is ~~included in~~being allowed, most of the ~~consolidated statements of operations.~~

~~In May 2014,~~Company’s employees continue to work remotely from home. The Company is generally following the ~~Financial Accounting Standards Board (“FASB”) issued guidance on revenue recognition, which provides~~requirements, recommendation and protocols published by the U.S. Centers for ~~a single, principles-based model for revenue recognition~~Disease Control and ~~replaces~~ the ~~existing revenue recognition guidance. The guidance is effective for annual~~World Health Organization, and ~~interim periods beginning on or after December 15, 2017~~state 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.local governments.

~~The Company has completed an initial assessment of~~As a response to 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. Whileongoing COVID-19 pandemic, the Company has ~~not fully completed~~implemented plans to manage its ~~assessment~~costs and preserve cash at the onset of the ~~impact~~COVID-19 pandemic. The Company significantly limited the addition of new employees and third party contracted services, eliminated all travel except where necessary to meet customer needs, and limited discretionary spending. At the ~~standard, based on the analysis completed to date,~~end of June 2020, the Company ~~does not currently anticipate that~~reduced its global workforce by approximately 10% and recorded a $5.0 million restructuring charge. During the ~~new rule will have a material impact on its consolidated financial statements.~~

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

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

Management adopted the guidance effective December 31, 2016. As a result of the adoption of this guidance, management made an accounting policy election to recognize the effect of forfeitures in compensation cost when they occur, which had an immaterial impact on results of operations and financial position and no impact on cash flows at adoption. In the firstfourth quarter of ~~2017, the Company recorded no income tax expense~~2020, as a result of ~~the adoption~~and in consideration of the ~~new guidance relating~~COVID-19 pandemic, and the changing nature of its use of office space for its workforce, the Company evaluated its existing office leases as part of the Company’s transformation initiatives related to real estate. This evaluation resulted in the ~~accounting~~complete and partial abandonment of certain leased office spaces and an asset impairment charge of $3.9 million for certain lease right-of-use assets and certain property, equipment and leasehold improvements. All client concessions and accounts receivable allowances have been appropriately reflected in our financial statements. To the extent that economic conditions do not continue to improve and the business is again disrupted, the reinstatement of cost management actions will be considered. Future asset impairment charges, increases in allowance for doubtful accounts, or restructuring charges will be dependent on the ~~vesting of share-based awards. Excluding the effect~~severity and duration 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 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted and the guidance requires a retrospective transition. We do not expect the guidance to have a material impact on our consolidated financial statements.

~~Certain prior period amounts in the consolidated financial statements, and notes thereto, have been reclassified to conform to current period presentation.~~COVID-19 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 the COVID-19 pandemic could have on the Company’s financial condition and operating results remains highly uncertain.

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.

~~Dilutive~~Diluted 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:

Approximately ~~0.9 million~~6 hundred shares and ~~0.8 million~~3 thousand shares of common stock equivalents were excluded from the computations of diluted net income per common share for the ~~quarter~~quarters ended April 1, 2022 and ~~nine months ended September 29, 2017,~~April 2, 2021, 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.

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

Accounts receivable is net of uncollected advanced billings. ~~Unbilled~~Contract assets represents revenue ~~includes recognized recoverable costs and accrued profits on contracts~~ for ~~which billings had~~services performed that have not been ~~presented to clients.~~invoiced.

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

As a result of the tax deduction related to the exercise of the 2.9 million SARs in 2021, the Company has recorded an income tax receivable of $2.3 million to prepaid expenses and other current assets on the consolidated balance sheet.

~~In the prior quarter ended June 30, 2017,~~During 2020, the Company recorded restructuring costs of ~~$1.3~~$10.5 million, of which $5.7 million was primarily related to the ~~transition~~reduction 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,~~April 1, 2022, the Company ~~did not have any~~had $0.7millionof remaining commitments related to ~~restructuring.~~the restructuring charge.

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

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 4 years. Rents usually increase annually in accordance with defined rent steps or are based on current year consumer price index adjustments. Some of the lease agreements contain one or more of the following provisions: 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 the lease liability nor the right of use asset.

The components of lease expense were as follows for the three months ended April 1, 2022 (in thousands):

The weighted average remaining lease term is 1 year. The weighted average discount rate utilized is 4%. The discount rates applied to each lease, reflects the Company’s estimated incremental borrowing rate. This includes an assessment of the Company’s credit rating to determine the rate that the Company would have to pay to borrow, on a collateralized basis for a similar term, an amount equal to our lease payments in a similar economic environment. For the three months ended April 1, 2022, the Company paid $0.6million from operating cash flows for its operating leases.

Future minimum lease payments under non-cancellable operating leases as of April 1, 2022, were as follows (in thousands):

As of April 1, 2022, the Company does not have any additional operating leases that have not yet commenced.

~~In February 2012, the~~The Company ~~entered into~~has a credit agreement with Bank of America, N.A. ~~(“Bank of America”)~~, ~~pursuant to~~ which ~~Bank of America agreed to lend the Company~~provides 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 to~~which has 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:~~

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 quarter~~As of April 1, 2022 and ~~nine months ended September 29, 2017,~~December 31, 2021, the Company ~~had net borrowings of $2.0 million and $15.0 million, respectively,~~ did 0t have any outstanding balanceunder the ~~Revolver and had a balance of $22.0 million outstanding as of September 29, 2017.~~ Revolver.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

Credit Agreement. As of ~~September 29, 2017,~~April 1, 2022, 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,~~April 1, 2022, 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,~~April 1, 2022, the Company was in compliance with all covenants.

During the ~~nine~~three months ended ~~September 29, 2017,~~April 1, 2022, the Company issued ~~672,592~~682,781 restricted stock units at a weighted average grant-date fair value of ~~$16.61~~ $19.24 per share. As of ~~September 29, 2017,~~April 1, 2022, the Company had ~~1,553,240~~1,353,549 restricted stock units outstanding at a weighted average grant-date fair value of ~~$12.81~~$17.60 per share. As of ~~September 29, 2017, $11.2~~April 1, 2022, $18.7 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 ~~2.0~~2.7 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,~~April 1, 2022, the Company had ~~531,024~~2,945 sharesof common stock subject to vesting requirements outstanding at a weighted average grant-date fair value of ~~$12.85~~$16.17 per share. As of ~~September 29, 2017, $4.8 million~~April 1, 2022, $23 thousand 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 ~~3.1~~1.5 years.

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

As of April 1, 2022, the Company did 0t have any outstanding SARs. In 2012, 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 forDecember 2021, 2.9 million SARs were exercised with an exercise price of ~~$4.00, only to be earned upon the achievement of 50% growth in pro forma earnings~~$4.00 per ~~share and 50% growth in pro forma EBITDA from a base year 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.share.

Under the Company’s share repurchase plan, the Company may ~~buy back~~repurchase 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 ~~quarter~~three months ended ~~September 29, 2017,~~April 1, 2022, the Company repurchased ~~182~~31 thousand shares of its common stock at an average price of ~~$13.73~~$20.50 per share for a total cost of ~~$2.5~~ $0.6million. As of April 1, 2022 the Company had a total authorization remaining of $10.6 million under its repurchase plan with atotal authorization of $167.2 million.

During the ~~nine months~~quarter ended ~~September 29, 2017,~~April 2, 2021, the Company repurchased ~~748~~136 thousand shares of its common stock at an average price of ~~$15.11~~$15.45 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$2.1 million.

The shares repurchased under the share repurchase plan during the quarter ~~and nine months~~ ended ~~September 29, 2017,~~April 1, 2022, do not include 68126 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. During~~$2.4 million. In addition, the shares repurchased under the share repurchase plan during the quarter ~~and nine months~~ ended ~~September 30, 2016,~~April 2, 2021, do not include 108 thousand shares which the Company bought back ~~4 thousand and 288 thousand shares, respectively, at a cost of $50 thousand and $3.9 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 sharesobligations at a ~~purchase price~~cost 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.

In ~~2016,~~2021, the Company increased the annual dividend from ~~$0.20~~$0.38 per share to ~~$0.26~~$0.40 per share to be paid on a ~~semi-annual~~quarterly basis ~~which resulted in aggregate dividends~~and during the first quarter of ~~$4.0 million paid~~2022, the Company further increased the annual dividend to $0.44 per share. During the first quarter of 2022, the Company declared its first quarterly dividend to shareholders of ~~record on July 11, 2016~~$3.5 million and ~~December 22, 2016, respectively.~~which was paid in April 2022. These dividends were paid from U.S. domestic sources and are accounted for as an increase to accumulated deficit. The dividend declared in December 2016 was paid in January 2017. During the quarter ended March 31, 2017, the Company increased its annual dividend to $0.30 per share to be paid on a semi-annual basis. The first semi-annual dividend for 2017 was paid on July 10, 2017, for a total of $4.6 million. Subsequent to ~~quarter end,~~April 1, 2022, the Company declared its ~~semi-annual~~second quarterly dividend ~~of $0.15 per share for shareholders of record as of December 22, 2017, which is~~in 2022 to be paid ~~on January 5, 2018.~~in July 2022.

During the ~~nine~~three months ended ~~September 29, 2017,~~April 1, 2022, the Company bought back 5931 thousand shares of its common stock from members of its Board of Directors for ~~$1.2~~$0.6 million, or ~~$20.13~~$20.50 per share.

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.

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

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

~~As of September 29, 2017 and December 30, 2016, foreign assets included $15.0 million and $11.9 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):

Effective May 1, 2017, the Company acquired certain assets and liabilities of Jibe Consulting, Inc. (“Jibe”), a U.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 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 $6.6 million in cash and $4.4 million in Company common stock based on the achievement of performance targets over the 18 months period following closing for a total of $11.0 million in contingent consideration; a portion of which will be allocated to key employees in both cash and Company stock. The cash related to the contingent consideration which is to be paid to the sellers is not subject to service vesting and has been accounted for as part of the purchase consideration. The cash related to the contingent consideration, which is to be paid to the key employees, is subject to service vesting and is being accounted for as compensation expense. This contingent liability has been recorded in the consolidated balance sheet as non-current accrued expenses and other liabilities. The equity related to the contingent consideration will be subject to service vesting and will be recorded as compensation expense over the respective vesting period. As of 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):

~~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:~~

Long-lived assets are attributable 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.

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~~geographic areas (in thousands):

~~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.

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~~April 1, 2022 and ~~the date~~December 31, 2021, foreign assets included$14.6million and $15.1 million, respectively, of ~~the issuance of the Company’s third quarter consolidated financial statements, all of the information required~~goodwill related to ~~be disclosed by ASC 805 has not yet been completed.~~acquisitions.

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.~~statements in these sections. All statements regarding our expected financial position and operating results, our business strategy, our financing plans and forecasted demographic and economic trends relating to our industry are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” or “intend” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. We cannot promise you that our expectations reflected in such forward-looking statements will turn out to be correct. Factors that could impact such forward-looking statements include, among others, the impact of the coronavirus (COVID-19) pandemic and our ability to mitigate or manage disruptions posed by COVID-19 pandemic, changes in worldwide and U.S. economic conditions that impact business confidence and the demand for our products and services, our ability to effectively integrate acquisitions into our operations, our ability to retain existing business, our ability to attract additional business, our ability to effectively market and sell our product offerings and other services, the timing of projects and the potential for contract cancellation by our customers, changes in expectations regarding the business consulting and information technology industries, our ability to attract and retain skilled employees, possible changes in collections of accounts receivable due to the bankruptcy or financial difficulties of our customers, risks of competition, price and margin trends, foreign currency fluctuations, the impact of the geopolitical conflict involving Russia and Ukraine on our business and changes in general economic conditions, inflation, interest rates and our ability to obtain additional debt financing ~~through additional borrowings~~if needed. For a discussion of risks and actions taken in response to the COVID-19 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 ~~an amendment to~~Item 1A, “Risk Factors” of our ~~existing credit facility.~~Annual Report on Form 10-K. An additional description of our risk factors is ~~set forth~~described in ~~our Annual Report on Form 10-K for the year ended December 30, 2016.~~Part I – Item 1A, “Risk Factors”. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Many of the risks, uncertainties and other factors identified in our Annual Report on Form 10-K for the year ended December 31, 2021 have been amplified by the COVID-19 pandemic.

The following Management's Discussion and Analysis ("MD&A") is intended to help the reader understand the results of operations and financial condition of Hackett. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

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 13,000~~nearly 20,000 benchmark and performance studies over 2327 years at over ~~5,100~~7,000 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”) and~~Analytics Solutions includes the results of our North America Oracle ~~Cloud Applications groups. “SAP Solutions” encompasses our SAP ERP Implementation~~EEA and SAP ~~Maintenance groups.~~Solutions Practices (EEA). International includes results of our S&BT and EEA Practices primarily in Europe.

The level of revenue we achieve is ~~provided~~based on our ability to ~~enhance~~deliver market leading services and solutions and to deploy skilled teams of professionals quickly. Our results of operations are affected by economic conditions, including macroeconomic conditions and levels of business confidence. In the ~~understanding~~first quarter of 2021, our revenue before reimbursements and diluted earnings per share grew when compared to the fourth quarter of 2020, reflecting a continuation of improved economic conditions. However, any reversal of these trends or a 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 of~~condition which may further reduce our clients’ demand for our services.

We are actively managing our business ~~compared~~ to ~~prior periods~~respond to the impact of the COVID-19 pandemic. We are generally following the requirements and ~~is reconciled to our GAAP information in~~protocols published by the ~~tables below.~~ U.S. Centers for Disease Control and the World Health Organization, and state and local governments.

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~~light of the evolving health, social, economic and ~~amortization expense (EBITDA),~~business environment, governmental regulations or mandates, 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~~business disruptions that could occur, the potential impact that the COVID-19 pandemic could have on our financial ~~performance.~~condition and operating results remains highly uncertain.

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.

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~~operations(in thousands and unaudited):

Quarter Ended

Nine Months Ended

September 29,

September 30,

September 29,

September 30,

2017

2016

2017

2016

Revenue:

Revenue before reimbursements

$
65,947

100.0
%

$
66,810

100.0
%

$
198,742

100.0
%

$
196,961

100.0
%
Reimbursements

5,515

7,308

17,719

21,548

Total revenue

71,462

74,118

216,461

218,509

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
%
Acquisition-related compensation expense

619

—

1,042

—

Non-cash stock compensation expense

1,082

1,135

3,440

3,318

Acquisition-related non-cash stock compensation expense

794

315

1,720

898

Reimbursable expenses

5,515

7,308

17,719

21,548

Total cost of service

47,817

49,379

144,827

146,630

Selling, general and administrative costs

14,209

21.5
%

14,664

21.9
%

43,759

22.0
%

43,918

22.3
%
Non-cash stock compensation expense

894

793

2,427

2,251

Acquisition-related costs

111

—

378

—

Amortization of intangible assets

557

275

1,475

825

Restructuring costs

—

—

1,293

—

Total selling, general, and administrative expenses

15,771

15,732

49,332

46,994

Total costs and operating expenses

63,588

65,111

194,159

193,624

Income from operations

7,874

11.9
%

9,007

13.5
%

22,302

11.2
%

24,885

12.6
%

Other expense:

Interest expense

(184
)

(137
)

(401
)

(288
)

Income from operations before income taxes

7,690

11.7
%

8,870

13.3
%

21,901

11.0
%

24,597

12.5
%
Income tax expense

2,401

3.6
%

3,382

5.1
%

3,988

2.0
%

9,281

4.7
%
Net income

$
5,289

8.0
%

$
5,488

8.2
%

$
17,913

9.0
%

$
15,316

7.8
%

Diluted net income per common share

$
0.17

$
0.17

$
0.56

$
0.47

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

	Quarter Ended
	April 1,			April 2,
	2022			2021
Revenue:
Revenue before reimbursements	$	75,108		$	63,410
Reimbursements		556			76
Total revenue		75,664			63,486
Costs and expenses:
Cost of service:
Personnel costs before reimbursable expenses (includes $1,666 and $1,847 of stock compensation expense in 2022 and 2021, respectively)		47,333			41,170
Reimbursable expenses		556			76
Total cost of service		47,889			41,246
Selling, general and administrative costs (includes $933 and $740 of stock compensation expense in 2022 and 2021, respectively)		14,366			13,387
Total costs and operating expenses		62,255			54,633

Income from operations		13,409			8,853
Other expense:
Interest expense		(28	)		(25	)
Income from continuing operations before income taxes		13,381			8,828
Income tax expense		2,876			2,460
Income from continuing operations (net of taxes)		10,505			6,368
Loss from discontinued operations		—			(7	)
Net income	$	10,505		$	6,361
Diluted net income per common share	$	0.33		$	0.19

~~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 Dollar~~Euro, 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 ~~third~~first quarter ~~and first nine months~~ of ~~2017~~2022 and the comparable period of ~~2016. Revenue is analyzed~~2021. In this MD&A, we discuss revenue based on geographical location of engagement team personnel.

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

Our Company total ~~Company net~~ revenue ~~or revenue before reimbursements, decreased by 1%~~increased 19%, 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~~$75.7 million in the first ~~nine months~~quarter of ~~2017,~~2022, as compared to ~~$197.0~~$63.5 million ~~during~~in the same period ~~in 2016.~~of 2021. Our revenue before reimbursements and reimbursable expenses were both affected from the economic disruption of the COVID-19 pandemic and as we transitioned to a remote service delivery model throughout the U.S. and Europe. In ~~both~~ the ~~third~~ first

quarter ~~and~~of 2022 one customer accounted for 7% of our total revenue. In the first ~~nine months~~quarter of ~~2017 and 2016,~~2021, no ~~one~~ customer accounted for more than 5% of our total revenue.

~~The Hackett Group net~~S&BT total 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 $30.0 million during the first ~~nine months~~quarter of ~~2017,~~2022, as compared to ~~$168.0~~$25.8 million in the same period of 2021, reflecting the continued sequential growth since the second quarter of 2020, which includes strong growth from our research advisory offerings.

EEA total revenue was $38.0 million during the first quarter of 2022, as compared to $32.2 million in the same period ~~in 2016. Hackett domestic revenue was down 7% during both~~of 2021, primarily driven by the ~~third quarter~~large ERP and ~~first nine months~~EPM Oracle engagements and continuing growth of ~~2017, as revenue was adversely impacted as a result of~~our OneStream implementation practice, partially offset by the transition ~~from on- premise to cloud application migration activity and slightly lower than anticipated activity in some~~ of ~~our other Hackett domestic practices. The decrease of the domestic Hackett revenue was offset by strong~~ large SAP year end engagements.

Hackett international ~~growth~~total revenue increased 39% in the first quarter of ~~36% and 39%, primarily in Europe, during the third quarter and first nine months of 2017, respectively,~~2022, as compared to the same ~~periods~~period in ~~the prior year.~~

~~SAP Solutions net~~2021, primarily due to U.S. driven global engagements and strong Hackett Institute sales. The Company’s international total revenue ~~decreased 6%, to $9.8 million, during the third quarter~~accounted for10% and 9% of ~~2017, as compared to $10.5 million in the third quarter of 2016. SAP Solutions net~~Company total revenue ~~increased 3%, to $30.0 million,~~ during the first ~~nine months~~quarters of ~~2017, as compared $29.0 million during the same period of 2016.~~

~~Total Company international net revenue accounted for 19% of total Company net revenue during the third quarter~~2022 and ~~first nine months of 2017, as compared to 13% and 14% during the same periods in 2016,~~2021, respectively.

Reimbursements as a percentage of Company total ~~net~~ revenue were 8%0.7% and 9%0.1% during the ~~third quarter~~first quarters of 2022 and ~~first nine months~~2021, respectively. Reimbursements are project travel-related expenses passed through to a client with no associated operating margin. The low level of ~~2017, respectively, as compared~~reimbursements in both periods is directly attributable to ~~11% during both of~~ the ~~same periods~~decreases in ~~2016. This decrease primarily related to lower expense ratios~~travel requirements resulting from the ~~recent acquisitions and~~COVID-19 pandemic. At this time, due to the ~~increase in IP as a service which both historically drive lower levels~~immergence of ~~reimbursable expenses. Reimbursements are engagement travel related expenses which are billed~~the hybrid operating model, we do not expect reimbursements to ~~clients and have no impact on profitability.~~ return to pre-pandemic levels.

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

Personnel costs before reimbursable expenses, increased 15%, to $47.3 million, for the first quarter of 2022 from $41.2 million in the same period of 2021. The higher costs were primarily a result of hiring activities and increased utilization of subcontractors to support revenue growth, as well as increases in incentive compensation accruals commensurate with Company performance. Personnel costs as a percentage of total revenue were 63% for the first quarter of 2022 and 65% for the first quarter of 2021.

Non-cash stock compensation expense, included in personnel costs before reimbursable expenses was $1.7 million for the first quarter of 2022, as compared to $1.6 million for the same period of 2021.

Acquisition related non-cash stock compensation expense, included in personnel costs before reimbursable expenses, was $4 thousand and $248 thousand in 2022 and 2021, respectively, primarily related to equity issued in relation to acquisitions.

Selling, General and Administrative Costs (“SG&A”). SG&A primarily consists of salaries, benefits and incentive compensation for ~~consultants~~the selling, marketing, administrative and ~~subcontractor fees; acquisition-related cash~~executive employees, non-cash compensation expense, amortization of intangible assets, acquisition related costs and ~~stock compensation costs; non-cash stock compensation expense; and reimbursable expenses associated with projects.~~various other overhead expenses.

~~Personnel~~SG&A costs ~~decreased 2%~~increased 7%, to ~~$39.8~~$14.4 million, for the ~~third~~first quarter of ~~2017, from $40.6~~2022, as compared to $13.4 million for the same period in ~~the third quarter of 2016. The decrease in absolute dollar was~~2021. This increase is primarily ~~a result of lower~~due to increased incentive compensation accruals ~~partially offset by higher use of subcontractors during the quarter and higher fringe and payroll taxes. Personnel~~commensurate with Company performance. SG&A costs ~~were $120.9 million, in both the first nine months of 2017 and 2016. Personnel costs before reimbursable expenses, a non-GAAP metric,~~ as a percentage of total revenue ~~before reimbursements,~~ were ~~60%~~19% and ~~61% for~~21% during the ~~third quarter~~first quarters of 2022 and ~~first nine months of 2017, respectively, as compared to 61% for both of the same periods in 2016.~~

Acquisition related compensation costs of $0.6 million and $1.0 million for the third quarter and first nine months of 2017, respectively, relate to the accrual for the cash portion of the Aecus contingent consideration to be paid to the selling shareholders and key personnel, and the cash portion of the Jibe contingent consideration that is to be paid to key employees, all of which are subject to service vesting and as a result is recorded as compensation expense. See Note 12, “Acquisitions” to our consolidated financial statements included in this Quarterly Report on Form 10-Q.2021, respectively.

Non-cash stock compensation expense, included in SG&A, was ~~$1.1~~$0.9 million ~~and $3.4 million in~~for the ~~third~~first quarter ~~and first nine months~~ of ~~2017, respectively,~~2022, as compared to ~~$1.1 million and $3.3 million during the same period in 2016.~~

Acquisition related non-cash stock compensation expense in 2017 primarily relates to our EPM AMS acquisition of Technolab in fiscal 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 excluding non-cash compensation expense, the amortization of intangible assets and acquisition related costs was $14.2 million and $43.8 million for the third quarter and first nine months of 2017, as compared to $14.7 million and $43.9$0.7 million for the same ~~periods in 2016, respectively. SG&A as a percentage~~period of ~~revenue before reimbursements was 22% for both the third quarter and first nine months of 2017 and 2016.~~2021. The increase is due to higher incentive compensation accruals commensurate with Company performance.

Amortization expense, included in SG&A, was ~~$0.6 million and $1.5~~$0.1 million in the ~~third~~first quarter ~~and first nine months 2017, respectively,~~of 2022, as compared to $0.3 million ~~and $0.8 million~~ in the same ~~periods~~period in ~~2016.~~2021. The amortization expense ~~in 2017~~ relates to the amortization of the intangible ~~assets~~asset acquired in our ~~2014 EPM AMS acquisition~~acquisitions and the buyout of ~~Technolab and~~ our ~~acquisitions of Jibe and Aecus~~partner’s joint venture interest in the ~~second quarter of~~CGBS Training and Certification Programs in 2017. The intangible assets ~~relate~~related 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 assets~~acquisitions will continue to amortize until ~~2022.~~

Income Taxes. During the first quarter of ~~2017,~~2022, we recorded restructuring costs primarily related to the transition of resources driven by our migration from on premise software to cloud-based implementations as well as the Jibe acquisition, and the rationalization of global resources as a result of the emergence of RPA related engagements from our Aecus acquisition. There were no restructuring costs related to employee severance costs recorded in the third quarter of 2017.

~~Income Taxes.~~ ~~During the third quarter and first nine months of 2017, we recorded $2.4~~$2.9 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. During~~22%. In the first quarter of ~~2017,~~2021, we recorded no$2.5 million of income tax expense ~~as a result of the adoption of a new pronouncement relating~~related 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% in both periods for certain federal, foreign and state taxes.~~28%.

As of ~~September 29, 2017~~April 1, 2022, and December ~~30, 2016,~~31, 2021, we had ~~$16.2~~$47.8 million and ~~$19.7~~$45.8 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 credit facility) and cash flows generated by operations will be sufficient to fund our working capital and capital expenditure requirements, including working capital, debt payments, lease obligations and capital expenditures for at least the next twelve ~~months.~~months and beyond. We may decide to raise additional funds in order to fund expansion, to develop new or further enhance products and services, to respond to competitive pressures, or to acquire complementary businesses or technologies. There is no assurance ~~however,~~ that additional financing ~~will~~would be available when needed or desired. Our cash requirements have not changed materially from those disclosed in Item 7 included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2021.

Net cash provided by operating activities was ~~$19.0~~$6.1 million during the first ~~nine~~three months of ~~2017,~~2022, as compared to ~~$20.8~~$5.9 million during the same period in ~~2016.~~2021. In ~~2017~~2022, the net cash provided by operating activities was primarily due to net income adjusted for non-cash items, partially offset by athe decrease in accrued ~~expenses~~liabilities and other ~~liabilities~~accruals primarily due to the payout of the ~~2016~~2021 incentive compensation ~~and a decrease in income tax payable and an increase in accounts receivable and unbilled revenue.~~ payments. In ~~2016,~~2021, the net cash provided by operating activities was primarily due to net income adjusted for non-cash items and an increase in contract liabilities and income taxes payable, partially offset by ~~increased~~an increase in accounts receivable and ~~unbilled revenue, decreases in accounts payable related to the timing of vendor payments~~contract assets and ~~decreases~~a decrease in accrued ~~income taxes~~liabilities and other accruals resulting from the ~~2016 income tax payment.~~payout of 2020 incentive compensation payments.

Net cash used in investing activities was ~~$13.9 million and $2.1~~$1.0 million during the first ~~nine~~three months of ~~2017 and 2016, respectively. Net cash used in investing activities~~2022, as compared to $0.5 million during the ~~first nine months of 2017 primarily related to the cash paid for the Jibe and Aecus acquisitions. Additionally, during 2017,~~same period in 2021. During both periods, cash flows used in investing activities ~~also included~~primarily related to investments ~~relating to~~for the development of ~~the Hackett Academy and~~ our Quantum Leap benchmark ~~technology, as well as further investments in internal corporate systems. During 2016,~~technologies. The investing activities ~~related to capital expenditures on the continued development~~in 2022 also included purchases of ~~our benchmark technology.~~ computer equipment.

Net cash used in financing activities was ~~$8.5~~$3.1 million and ~~$27.9~~$3.7 million during ~~2017~~2022 and ~~2016,~~2021, respectively. The usage of cash in ~~2017 was~~the first three months of both 2022 and 2021 primarily related to the repurchase of ~~$11.3~~$3.1 million ~~of Company common stock, the cost of share purchases to satisfy employee net vesting requirements of $4.3~~and $3.7 million, ~~the payment~~respectively, of the ~~second 2016 semi-annual dividend, and first 2017 semi-annual dividend totaling $8.7 million. These uses~~Company’s common stock.

As of ~~cash were partially offset by the net drawdown on the Revolver of $15.0 million (as defined below).~~ ~~The usage of cash in 2016 was primarily related to the cost of the repurchase of $30.1 million of Company common stock~~April 1, 2022, 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~~our revolving line of credit (the “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 6,7, “Credit Facility,” to our consolidated financial statements included in this Quarterly Report on Form 10-Q for more information.

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.

As of ~~September 29, 2017,~~April 1, 2022, our exposure to market risk related primarily to changes in interest rates and foreign currency exchange rate risks.

Our exposure to market risk for changes in interest rates relates primarily to the Revolver, which is subject to variable interest rates. ~~The~~Under our current credit agreement which expires in November 2022, he 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.~~April 1, 2022. Upon renewal of our credit agreement in November 2022, the interest rate will change from LIBOR to a different benchmark index, which is yet to be determined.

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.

Under the supervision and with the participation of our management, including our ~~Principal~~Chief Executive Officer and ~~Principal~~Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our ~~Principal~~Chief Executive Officer and ~~Principal~~Chief 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.

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.

For a discussion of our potential risks and uncertainties, see the risk factor below and the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”).

There have been no material changes to any of the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December ~~30, 2016.~~31, 2021.

During the quarter ended ~~September 29, 2017,~~April 1, 2022, the Company repurchased ~~182~~31 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,~~April 1, 2022, the Company had ~~$3.1~~ $10.6million of authorization remaining under the repurchase plan.

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

Shares repurchased during the quarter ended ~~September 29, 2017~~April 1, 2022 under the repurchase plan approved by the Company's Board of Directors do not include 68126 thousand shares for a cost of ~~$1.0~~$2.4 million that the Company bought back to satisfy employee net vesting obligations.

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

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.

~~FLORIDA~~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)


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

Large Accelerated Filer	☐	Accelerated Filer	☒

Non-Accelerated Filer	☐ ~~(Do not check if a smaller reporting company)~~	Smaller Reporting Company	☐

		Emerging Growth Company	☐

PART I - FINANCIAL INFORMATION		Page

Item 1.	Financial Statements

	Consolidated Balance Sheets as of ~~September 29, 2017~~April 1, 2022 (unaudited) and December ~~30, 2016~~ ~~(unaudited)~~31, 2021	3

	Consolidated Statements of Operations for the ~~Quarters and Nine~~Three Months Ended ~~September 29, 2017~~April 1, 2022 and ~~September 30, 2016~~ April 2, 2021 (unaudited)	4

	Consolidated Statements of Comprehensive Income for the ~~Quarters and Nine~~Three Months Ended ~~September 29, 2017~~April 1, 2022 and ~~September 30, 2016~~ April 2, 2021 (unaudited)	5

	Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 29, 2017~~April 1, 2022 and ~~September 30, 2016~~ April 2, 2021 (unaudited)	6

	Consolidated Statements of Equity for the Three Months Ended April 1, 2022, and April 2, 2021 (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

	Quarter Ended				Nine Months Ended				Quarter Ended
	September 29,		September 30,		September 29,		September 30,		April 1,		April 2,
	2017		2016		2017		2016		2022		2021
Basic weighted average common shares outstanding		28,764,661		28,579,237		28,891,301		29,251,459		31,449,408		30,207,490

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		370,033		264,210
Common stock issuable upon the exercise of stock options and SARs		2,264,901		2,323,333		2,354,767		2,291,271		24,122		2,297,467
Dilutive weighted average common shares outstanding		31,957,665		32,375,498		32,254,227		32,870,220		31,843,563		32,769,167


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


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

2022 (excluding the three months ended April 1, 2022)	$	1,968
2023		1,017
2024		579
Thereafter		-
Total lease payments		3,564
Less imputed interest		(122	)
Total	$	3,442

	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

	Amount		Useful Life
Category	(in thousands)		(in years)
Customer Base	$	140	5
Customer Backlog		325	2
Non-Compete		466	5
	$	931

	~~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~~

					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

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).

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

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

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

~~101.INS~~101.INS**		Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.

~~101.SCH~~101.SCH**		Inline XBRL Taxonomy Extension Schema

~~101.CAL~~101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase

~~101.DEF~~101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase

~~101.LAB~~101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase

~~101.PRE~~101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase

		The Hackett Group, Inc.

Date: ~~November 8, 2017~~May 11, 2022		/s/ Robert A. Ramirez
		Robert A. Ramirez
		Executive Vice President, Finance and Chief Financial Officer