HACKETT GROUP, INC. - Quarter Report: 2021 October (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended October 1, 2021


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

For the transition period from to

Commission File Number 333-48123

The Hackett Group, Inc.

(Exact name of registrant as specified in its charter)

Florida		65-0750100
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1001 Brickell Bay Drive, Suite 3000 Miami, Florida		33131
(Address of principal executive offices)		(Zip Code)

(305) 375-8005

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.001 per share	HCKT	NASDAQ Stock Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

Large Accelerated Filer	☐	Accelerated Filer	☒

Non-Accelerated Filer	☐	Smaller Reporting Company	☐

		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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 5, 2021, there were 29,792,171 shares of common stock outstanding.

The Hackett Group, Inc.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		Page

Item 1.	Financial Statements

	Consolidated Balance Sheets as of October 1, 2021 (unaudited) and January 1, 2021	3

	Consolidated Statements of Operations for the Three and Nine Months Ended October 1, 2021 and September 25, 2020 (unaudited)	4

	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended October 1, 2021 and September 25, 2020 (unaudited)	5

	Consolidated Statements of Cash Flows for the Nine Months Ended October 1, 2021 and September 25, 2020 (unaudited)	6

	Consolidated Statements of Equity for the Three and Nine Months Ended October 1, 2021 and September 25, 2020 (unaudited)	7

	Notes to Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

PART II - OTHER INFORMATION		22

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 6.	Exhibits	23

SIGNATURES		24

PART I — FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

The Hackett Group, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

	October 1,			January 1,
	2021			2021
ASSETS
Current assets:
Cash	$	52,939		$	49,455
Accounts receivable and contract assets, net of allowance of $1,930 and $605 at October 1, 2021 and January 1, 2021, respectively		49,609			32,778
Prepaid expenses and other current assets		3,168			2,599
Total current assets		105,716			84,832

Property and equipment, net		17,853			18,158
Other assets		840			1,680
Goodwill		85,089			85,297
Operating lease right-of-use assets		1,862			2,578
Total assets	$	211,360		$	192,545
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,027		$	6,098
Accrued expenses and other liabilities		35,615			25,084
Contract liabilities (deferred revenue)		11,959			8,765
Operating lease liabilities		2,338			2,620
Total current liabilities		54,939			42,567
Non-current deferred tax liability, net		5,950			5,588
Operating lease liabilities		1,962			3,503
Total liabilities		62,851			51,658
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $0.001 par value, 1,250,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.001 par value, 125,000,000 shares authorized; 58,127,763 and 57,600,158 shares issued at October 1, 2021 and January 1, 2021, respectively		58			58
Additional paid-in capital		317,734			312,039
Treasury stock, at cost, 28,346,796 and 27,609,752 shares October 1, 2021 and January 1, 2021, respectively		(157,070	)		(144,254	)
Accumulated deficit		(2,037	)		(17,388	)
Accumulated other comprehensive loss		(10,176	)		(9,568	)
Total shareholders' equity		148,509			140,887
Total liabilities and shareholders' equity	$	211,360		$	192,545

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

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Quarter Ended						Nine Months Ended
	October 1,			September 25,			October 1,			September 25,
	2021			2020			2021			2020
Revenue:
Revenue before reimbursements	$	71,400		$	57,769		$	207,807			175,587
Reimbursements		494			148			770			4,614
Total revenue		71,894			57,917			208,577			180,201
Costs and expenses:
Cost of service:
Personnel costs before reimbursable expenses		43,552			37,801			124,323			117,597
Stock compensation expense		1,670			1,751			5,296			5,204
Reimbursable expenses		494			148			770			4,614
Total cost of service		45,716			39,700			130,389			127,415
Selling, general and administrative costs		13,872			12,979			41,198			38,765
Stock compensation expense		901			711			2,515			1,830
Restructuring costs		—			—			—			5,034
Total costs and operating expenses		60,489			53,390			174,102			173,044
Income from operations		11,405			4,527			34,475			7,157

Other expense:
Interest expense		(26	)		(22	)		(76	)		(100	)
Income from operations before income taxes		11,379			4,505			34,399			7,057
Income tax expense		3,248			1,362			9,368			2,312
Income from continuing operations		8,131			3,143			25,031			4,745
Loss from discontinued operations		—			(157	)		(7	)		(165	)
Net income	$	8,131		$	2,986		$	25,024		$	4,580

Basic net income per common share:
Income per common share from continuing operations	$	0.27		$	0.11		$	0.83		$	0.16
Loss per common share from discontinued operations	(0.00)				(0.01	)		(0.00	)		(0.01	)
Net income per common share	$	0.27		$	0.10		$	0.83		$	0.15

Diluted net income per common share:
Income per common share from continuing operations	$	0.25		$	0.10		$	0.76		$	0.15
Loss per common share from discontinued operations	(0.00)				(0.01	)		(0.00	)		(0.01	)
Net income per common share	$	0.25		$	0.09		$	0.76		$	0.14

Weighted average common shares outstanding:
Basic		29,814			30,053			30,038			29,986
Diluted		32,876			32,403			32,871			32,335

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

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	Quarter Ended					Nine Months Ended
	October 1,			September 25,		October 1,			September 25,
	2021			2020		2021			2020
Net income	$	8,131		$	2,986	$	25,024		$	4,580
Foreign currency translation adjustment		(745	)		907		(608	)		(879	)
Total comprehensive income	$	7,386		$	3,893	$	24,416		$	3,701

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

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended
	October 1,			September 25,
	2021			2020
Cash flows from operating activities:
Net income	$	25,024		$	4,580
Plus net loss from discontinued operations		7			165
Net income from continuing operations		25,031			4,745
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		2,552			2,600
Amortization expense		783			723
Amortization of debt issuance costs		33			58
Non-cash stock compensation expense		7,811			7,034
Provision for doubtful accounts		168			413
Gain on foreign currency translation		(62	)		(165	)
Deferred income tax expense (benefit)		300			(417	)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable and contract assets		(17,061	)		13,248
Decrease (increase) in prepaid expenses and other assets		253			(328	)
Decrease in accounts payable		(1,071	)		(3,449	)
Increase in accrued expenses and other liabilities and operating lease liabilities		1,572			6,257
Increase in contract liabilities (deferred revenue)		3,194			409
Increase in income tax payable		2,973			193
Net cash provided by operating activities		26,469			31,156
Cash flows from investing activities:
Purchases of property and equipment		(2,255	)		(1,498	)
Net cash used in investing activities		(2,255	)		(1,498	)
Cash flows from financing activities:
Proceeds from ESPP		391			374
Debt issuance costs					(21	)
Dividends paid		(6,481	)		(8,854	)
Repurchase of common stock		(14,614	)		(4,025	)
Net cash used in financing activities		(20,704	)		(12,526	)
Effect of exchange rate on cash		(26	)		81
Net increase in cash and cash equivalents		3,484			17,213
Cash at beginning of period		49,455			25,954
Cash at end of period	$	52,939		$	43,167
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	6,371		$	2,385
Cash paid for interest	$	43		$	43

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

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)

(unaudited)

																	Accumulated
					Additional												Other			Total
	Common Stock				Paid in			Treasury Stock						Accumulated			Comprehensive			Shareholders'
	Shares		Amount		Capital			Shares			Amount			Deficit			Loss			Equity
Balance at 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
Issuance of common stock		73		—		354			—			—			—			—			354
Treasury stock purchased		—		—		—			(489	)		(8,603	)		—			—			(8,603	)
Amortization of restricted stock units and common stock subject to vesting requirements		—		—		2,258			—			—			—			—			2,258
Dividends declared		—		—		—			—			—			(3,227	)		—			(3,227	)
Net income		—		—		—			—			—			10,532			—			10,532
Foreign currency translation		—		—		—			—			—			—			(132	)		(132	)
Balance at July 2, 2021		58,060	$	58	$	315,679			(28,234	)	$	(154,967	)	$	(6,976	)	$	(9,431	)	$	144,363
Issuance of common stock		67		—		(156	)		—			—			—			—			(156	)
Treasury stock purchased		—		—		—			(113	)		(2,103	)		—			—			(2,103	)
Amortization of restricted stock units and common stock subject to vesting requirements		—		—		2,211			—			—			—			—			2,211
Dividends declared		—		—		—			—			—			(3,192	)		—			(3,192	)
Net income		—		—		—			—			—			8,131			—			8,131
Foreign currency translation		—		—		—			—			—			—			(745	)		(745	)
Balance at October 1, 2021		58,127	$	58	$	317,734			(28,347	)	$	(157,070	)	$	(2,037	)	$	(10,176	)	$	148,509

					Additional												Other			Total
	Common Stock				Paid in			Treasury Stock						Accumulated			Comprehensive			Shareholders'
	Shares		Amount		Capital			Shares			Amount			Deficit			Loss			Equity
Balance at December 27, 2019		57,181	$	58	$	303,707			(27,425	)	$	(141,887	)	$	(13,714	)	$	(10,550	)	$	137,614
Issuance of common stock		291		—		(1,962	)		—			—			—			—			(1,962	)
Treasury stock purchased		—		—		—			(73	)		(1,006	)		—			—			(1,006	)
Amortization of restricted stock units and common stock subject to vesting requirements		—		—		2,469			—			—			—			—			2,469
Dividends declared		—		—		—			—			—			(13	)		—			(13	)
Net income		—		—		—			—			—			5,527			—			5,527
Foreign currency translation		—		—		—			—			—			—			(1,830	)		(1,830	)
Balance at March 27, 2020		57,472	$	58	$	304,214			(27,498	)	$	(142,893	)	$	(8,200	)	$	(12,380	)	$	140,799
Issuance of common stock		75		—		359			—			—			—			—			359
Amortization of restricted stock units and common stock subject to vesting requirements		—		—		2,362			—			—			—			—			2,362
Dividends declared		—		—		—			—			—			(3,050	)		—			(3,050	)
Net loss		—		—		—			—			—			(3,933	)		—			(3,933	)
Foreign currency translation		—		—		—			—			—			—			44			44
Balance at June 26, 2020		57,547	$	58	$	306,935			(27,498	)	$	(142,893	)	$	(15,183	)	$	(12,336	)	$	136,581
Issuance of common stock		13		—		(109	)		—			—			—			—			(109	)
Treasury stock purchased		—		—		—			(75	)		(932	)		—			—			(932	)
Amortization of restricted stock units and common stock subject to vesting requirements		—		—		2,238			—			—			—			—			2,238
Dividends declared		—		—		—			—			—			(3,024	)		—			(3,024	)
Net income		—		—		—			—			—			2,986			—			2,986
Foreign currency translation		—		—		—			—			—			—			907			907
Balance at September 25, 2020		57,560	$	58	$	309,064			(27,573	)	$	(143,825	)	$	(15,221	)	$	(11,429	)	$	138,647

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

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information

Basis of Presentation

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

In the opinion of management, the accompanying consolidated financial statements reflect all normal and recurring adjustments which are necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows as of the dates and for the periods presented. The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these statements do not include all the disclosures normally required by U.S. GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended January 1, 2021, included in the Annual Report on Form 10-K filed by the Company with the SEC on March 12, 2021. The consolidated results of operations for the quarter and nine months ended October 1, 2021, are not necessarily indicative of the results to be expected for any future period or for the full fiscal year.

Use of Estimates

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

Revenue Recognition

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

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

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

The Company generates its revenue under four types of arrangements: fixed-fee; time-and-materials; executive and best practice advisory services; and software sales, maintenance and support.

In fixed-fee billing arrangements, which would also include contracts with capped fees, the Company agrees to a pre-established fee or fee cap in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenue under fixed-fee or capped fee arrangements using a proportionate performance approach, which is based on work completed to-date as compared to estimates of the total services to be provided under the engagement. Estimates of total engagement revenue and cost of services are monitored regularly during the term of the engagement. If the Company’s estimates indicate a potential loss, such loss is recognized in the period in which the loss first becomes probable and reasonably estimable. The customer is invoiced based on the contractual agreement between the parties, typically bi-weekly, monthly or milestone driven, with net thirty-day terms.

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

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information (continued)

Advisory services contracts are typically in the form of a subscription agreement which allows the customer access to the Company’s executive and best practice advisory programs. There is typically a single performance obligation and the transaction price is the contractual amount of the subscription agreement. Revenue from advisory service contracts is recognized ratably over the life of the agreements. Customers are typically invoiced at the inception of the contract, with net thirty-day terms.

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

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

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

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

Differences between the timing of billings and the recognition of revenue are recognized as either contract assets (unbilled revenue) or contract liabilities (deferred revenue) in the accompanying consolidated balance sheets. Revenue recognized for services performed but not yet billed to clients or for which are not yet entitled to bill because certain events, such as the completion of the measurement period, are recorded as 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 and nine months ended October 1, 2021, the Company recognized $1.7 million and $7.7 million, respectively, of revenue as a result of changes in the contract liability balance, as compared to $6.0 million and $15.8 million for the quarter and nine months ended September 25, 2020, respectively.

The following table reflects the Company’s disaggregation of total revenue including reimbursable expenses for the quarters and nine months ended October 1, 2021 and September 25, 2020:

	Quarter Ended				Nine Months Ended
	October 1,		September 25,		October 1,		September 25,
	2021		2020		2021		2017
Consulting	$	69,650	$	56,865	$	198,970	$	171,140
Software license sales		1,750		904		8,837		4,447
Revenue before reimbursements from continuing operations	$	71,400	$	57,769	$	207,807	$	175,587

Capitalized Sales Commissions

Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized as project revenue is recognized. We determined the period of amortization by taking into consideration the customer contract period, which are generally less than 12 months. Commission expense is included in Selling, General and Administrative Costs in the accompanying consolidated statements of operations. As of January 1, 2021, and December 27, 2019, the Company had $1.5 million and $1.6 million, respectively, of deferred commissions, of which $0.2 million and $0.8 million was amortized during the quarter and nine months ended October 1, 2021, respectively, and $0.3 million and $1.2 million for the same periods in 2020, respectively. No impairment loss was recognized relating to the capitalization of deferred commission.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information (continued)

Practical Expedients

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

Fair Value

The Company’s financial instruments consist of cash, accounts receivable and contract assets, accounts payable, accrued expenses and other liabilities and contract liabilities. As of October 1, 2021 and January 1, 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.

COVID-19 Pandemic Impact on the Business

The level of revenue the Company achieves is based on the Company’s ability to deliver market leading services and solutions and to deploy skilled teams of professionals quickly. The Company’s results of operations are affected by economic conditions, including macroeconomic conditions and levels of business confidence. Despite the disruption beginning in March 2020, the COVID-19 pandemic did not have a significant impact on the Company’s consolidated results of operations during the first quarter of 2020. However, net revenue and diluted earnings per share were negatively impacted for the remainder of 2020, due to adverse economic conditions as a result of the COVID-19 pandemic. In the first three quarters of 2021, the Company’s net revenue 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 the Company’s clients’ financial condition which may further reduce the clients’ demand for the Company’s services.

The Company continues to actively manage its business to respond to the impact of 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 being allowed, most of the Company’s employees continue to work remotely from home. The Company is generally following the requirements, recommendations and protocols published by the U.S. Centers for Disease Control and the World Health Organization, and state and local governments.

As a response to the ongoing COVID-19 pandemic, the Company implemented plans to manage its costs and preserve cash at the onset of the 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 end of June 2020, the Company reduced its global workforce by approximately 10% and recorded a $5.0 million restructuring charge. During the fourth quarter of 2020, as a result of and in consideration of the 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 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 our 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 severity and duration of the 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 in the future remain uncertain.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information (continued)

Adoption of Recent Accounting Standards

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2019-12, which enhances and simplifies various aspects of income tax accounting guidance. Among other things, the amendment removes the year-to-date loss limitation in interim period tax accounting and requires entities to reflect the effect of an enacted change in tax laws in the interim period that includes the enactment date of the new legislation. The standard is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The adoption did not have a material impact on the Company’s consolidated financial statements.

Reclassifications

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

2. Net Income per Common Share

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. With regard to common stock subject to vesting requirements and restricted stock units issued to the Company’s employees and non-employee members of its Board of Directors, the calculation includes only the vested portion of such stock and units.

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:

	Quarter Ended				Nine Months Ended
	October 1,		September 25,		October 1,		September 25,
	2021		2020		2021		2020
Basic weighted average common shares outstanding		29,813,530		30,053,457		30,038,249		29,985,879
Effect of dilutive securities:
Unvested restricted stock units and common stock subject to vesting requirements issued to employees and non-employees		625,680		204,747		460,058		142,223
Common stock issuable upon the exercise of stock options and SARs		2,436,600		2,145,238		2,373,075		2,206,450
Dilutive weighted average common shares outstanding		32,875,810		32,403,442		32,871,382		32,334,552

Approximately 2 thousand shares of common stock equivalents were excluded from the computations of diluted net income per common share for both the quarter and nine months ended October 1, 2021, as compared to 9 thousand shares and 14 thousand shares for the quarter and nine months ended September 25, 2020, respectively, as inclusion would have had an anti-dilutive effect on diluted net income per common share.

3. Accounts Receivable and Contract Assets, Net

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

	October 1,			January 1,
	2021			2021
Accounts receivable	$	30,755		$	23,898
Contract assets (unbilled revenue)		20,784			9,485
Allowance for doubtful accounts		(1,930	)		(605	)
Accounts receivable and contract assets, net	$	49,609		$	32,778

Accounts receivable is net of uncollected advanced billings. Contract assets represents revenue for services performed that have not yet been invoiced.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

4. Accrued Expenses and Other Liabilities

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

	October 1,		January 1,
	2021		2021
Accrued compensation and benefits	$	7,794	$	6,696
Deferred employer's payroll taxes		1,781		3,560
Accrued bonuses		11,369		4,767
Accrued dividend payable		3,206		-
Restructuring liability		825		2,292
Accrued sales, use, franchise and VAT tax		1,398		2,550
Non-cash stock compensation accrual		1,005		295
Income tax payable		5,218		2,308
Other accrued expenses		3,019		2,616
Total accrued expenses and other liabilities	$	35,615	$	25,084

5. Restructuring Costs

During 2020, the Company recorded restructuring costs of $10.5 million, of which $5.7 million was primarily related to the reduction of staff in Europe and Australia. As of October 1, 2021, the Company had $825 thousand of remaining commitments related to the restructuring charge.

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



		Employee Related Costs				Exit, Closure and Consolidation of Facilities				Total

Accrual balance at January 1, 2021	$		1,083		$		1,209		$		2,292
Cash paid			(901	)			(276	)			(1,177	)
Accrual balance at April 2, 2021	$		182		$		933		$		1,115
Cash paid			(86	)			(79	)			(165	)
Accrual balance at July 2, 2021	$		96		$		854		$		950
Cash paid			—				(125	)			(125	)
Accrual balance at October 1, 2021	$		96		$		729		$		825

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

6. Leases

The Company has operating leases for office space and, to a much lesser extent, operating leases for equipment. The Company’s office leases are between terms of 1 year and 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 nine months ended October 1, 2021 (in thousands):

Operating lease cost	$	787

Total net lease costs	$	787

The weighted average remaining lease term is 2.2 years. The weighted average discount rate utilized is 4%. The discount rates applied to each lease, reflects the Company’s estimated incremental borrowing rate. This includes an assessment of the Company’s credit rating to determine the rate that the Company would have to pay to borrow, on a collateralized basis for a similar term, an amount equal to our lease payments in a similar economic environment. For the quarter and nine months ended October 1, 2021, the Company paid $0.6 million and $1.9 million, respectively, from operating cash flows for its operating leases.

Future minimum lease payments under non-cancellable operating leases as of October 1, 2021, were as follows (in thousands):

2021 (excluding the nine months ended October 1, 2021)	$	593
2022		2,298
2023		988
2024		585
2025 and thereafter		-
Total lease payments		4,464
Less imputed interest		(164	)
Total	$	4,300

As of October 1, 2021, the Company does not have any additional operating leases that have not yet commenced.

7. Credit Facility

The Company has a credit agreement with Bank of America, N.A., which provides for borrowing up to $45.0 million pursuant to a revolving line of credit (the “Revolver”) which has a maturity date of November 30, 2022 (as amended the “Credit Agreement”).

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

As of the quarter and nine months ended October 1, 2021, the Company did not have any outstanding balance under the 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 October 1, 2021, 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 October 1, 2021, was 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 October 1, 2021, the Company was in compliance with all covenants.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

8. Stock Based Compensation

During the quarter and nine months ended October 1, 2021, the Company issued 14,357 and 482,031 restricted stock units at a weighted average grant-date fair value of $18.15 and $14.70 per share, respectively. As of October 1, 2021, the Company had 1,196,952 restricted stock units outstanding at a weighted average grant-date fair value of $15.75 per share. As of October 1, 2021, $10.9 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 2.2 years.

As of October 1, 2021, the Company had 12,866 shares of common stock subject to vesting requirements outstanding at a weighted average grant-date fair value of $16.17 per share. As of October 1, 2021, $61 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 1.3 years.

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

9. Shareholders’ Equity

Stock Appreciation Rights (“SARs”)

As of October 1, 2021, the Company had 2.9 million SARs outstanding with an exercise price of $4.00 per share and an expiration date of February 8, 2022.

Treasury Stock

Under the Company’s share repurchase plan, the Company may 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 and nine months ended October 1, 2021, the Company repurchased 113 thousand and 738 thousand shares of its common stock at an average price of $18.68 and $17.35 per share, respectively, for a total cost of $2.1 million and $12.8 million, respectively. As of October 1, 2021 the Company had a total authorization remaining of $11.5 million under it’s repurchase plan with a total authorization of $167.2 million.

During the quarter and nine months ended September 25, 2020, the Company repurchased 75 thousand and 148 thousand shares of its common stock at an average price of $12.41 and $13.09 per share for a total cost of $0.9 million and $1.9 million, respectively.

The shares repurchased under the share repurchase plan during the quarter and nine months ended October 1, 2021, do not include 8 thousand shares and 118 thousand shares, respectively, which the Company bought back to satisfy employee net vesting obligations for a cost of $155 thousand and $1.8 million, respectively. During the quarter and nine months ended September 25, 2020, the Company bought back 8 thousand shares and 135 thousand shares, respectively, at a cost of $111 thousand and $2.1 million, respectively, to satisfy employee net vesting obligations.

Dividend Program

In 2020, the Company increased the annual dividend from $0.36 per share to $0.38 per share to be paid on a quarterly basis and during the first quarter of 2021, the Company further increased the annual dividend to $0.40 per share. During the first quarter of 2021, the Company declared its first quarterly dividend to shareholders of $3.3 million, which was paid in April 2021. During the second quarter of 2021, the Company declared its second quarterly dividend to shareholders of $3.2 million, which was paid in July 2021. During the third quarter of 2021, the Company declared its third quarterly dividend to shareholders of $3.2 million, which was paid in October 2021. These dividends were paid from U.S. domestic sources and are accounted for as an increase to accumulated deficit. Subsequent to October 1, 2021, the Company declared its fourth quarterly dividend in 2021 to be paid in December 2021.

10. Transactions with Related Parties

During the nine months ended October 1, 2021, the Company bought back 24 thousand shares of its common stock from members of its Board of Directors for $0.4 million, or $16.05 per share.

11. Litigation

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

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

12. Geographic and Group Information

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

	Quarter Ended				Nine Months Ended
	October 1,		September 25,		October 1,		September 25,
	2021		2020		2021		2020
Revenue before reimbursements:
North America	$	64,664	$	51,343	$	188,371	$	155,912
International (primarily European countries)		6,736		6,426		19,436		19,675
Revenue from continuing operations before reimbursements	$	71,400	$	57,769	$	207,807	$	175,587

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

	October 1,		January 1,
	2021		2021
Long-lived assets:
North America	$	89,297	$	90,384
International (primarily European countries)		16,347		17,329
Total long-lived assets	$	105,644	$	107,713

As of October 1, 2021 and January 1, 2021, foreign assets included $15.1 million and $15.3 million, respectively, of goodwill related to acquisitions.

ITEM 2.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements. All statements regarding our expected financial position and operating results, our business strategy, our financing plans and forecasted demographic and economic trends relating to our industry are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” or “intend” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. We cannot promise you that our expectations reflected in such forward-looking statements will turn out to be correct. Factors that could impact such forward-looking statements include, among others, the impact of the coronavirus (COVID-19) pandemic and changes in worldwide and U.S. economic conditions that impact business confidence and the demand for our products and services, our ability to mitigate or manage disruptions posed by the COVID-19 pandemic, our ability to effectively integrate acquisitions into our operations, our ability to retain existing business, our ability to attract additional business, our ability to effectively market and sell our product offerings and other services, the timing of projects and the potential for contract cancellation by our customers, changes in expectations regarding the business consulting and information technology industries, our ability to attract and retain skilled employees, the impact of any federally-mandated vaccine, testing or other COVID-19 related requirements on employee retention and our results of operations, 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 Brexit on our business and changes in general economic conditions, interest rates and our ability to obtain additional debt financing 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 Item 1A, “Risk Factors” of our Annual Report on Form 10-K. 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 January 1, 2021 have been amplified by the COVID-19 pandemic.

OVERVIEW

The Hackett Group, Inc. (“Hackett” or the “Company”) is a leading IP-based strategic advisory and technology consulting firm that enables companies to achieve world-class business performance. By leveraging the comprehensive Hackett database, the world’s leading repository of enterprise business process performance metrics and best practice intellectual capital, our business and technology solutions help clients improve performance and maximize returns on technology investments. Only Hackett empirically defines world-class performance in sales, general and administrative and certain supply chain activities with analysis gained through nearly 20,000 benchmark and performance studies over 27 years at over 7,000 of the world’s leading companies.

In the following discussion, Strategy and Business Transformation Group includes the results of our North America IP as-a-service offerings, which include our Executive Advisory Programs and Benchmarking Services, and our Business Transformation Practices (S&BT). ERP, EPM and Analytics Solutions includes the results of our North America Oracle EEA and SAP Solutions Practices (EEA). International includes results of our S&BT and EEA Practices primarily in Europe.

COVID-19 Pandemic Impact on Our Business

The level of revenue we achieve is based on our ability to deliver market leading services and solutions and to deploy skilled teams of professionals quickly. Our results of operations are affected by economic conditions, including macroeconomic conditions and levels of business confidence. Despite the disruption beginning in March 2020, the COVID-19 pandemic did not have a significant impact on our consolidated results of operations during the first quarter of 2020. However, our net revenue and diluted earnings per share were negatively impacted for the remainder of 2020, due to adverse economic conditions as a result of the COVID-19 pandemic. In the first three quarters of 2021, our net revenue 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.

We continue to actively manage our business to respond to the impact of the COVID-19 pandemic. At the onset of the pandemic, we reduced employee headcount and restricted employee travel to only essential business needs. While headcount has increased and some select non-essential travel is being allowed, most of our employees continue to work remotely from home. We are generally following the requirements, recommendation and protocols published by the U.S. Centers for Disease Control and the World Health Organization, and state and local governments.

As a response to the ongoing COVID-19 pandemic, we implemented plans to manage our costs and preserve cash at the onset of the COVID-19 pandemic. We 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 end of June 2020, we reduced our global workforce by approximately 10% and recorded a $5.0 million restructuring charge. During the fourth quarter of 2020, as a result of and in consideration of the COVID-19 pandemic, and the changing nature of our use of office space for its workforce, we evaluated our existing office leases as part of our transformation initiatives related to real estate. This evaluation resulted in the 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 our 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 severity and duration of the 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 our financial condition and operating results in the future remains uncertain.

RESULTS OF OPERATIONS

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

	Quarter Ended										Nine Months Ended
	October 1,					September 25,					October 1,					September 25,
	2021					2020					2021					2020
Revenue:
Revenue before reimbursements	$	71,400		100.0	%	$	57,769		100.0	%	$	207,807		100.0	%	$	175,587		100.0	%
Reimbursements		494					148					770					4,614
Total revenue		71,894					57,917					208,577					180,201
Costs and expenses:
Cost of service:
Personnel costs before reimbursable expenses		43,552		61.0	%		37,791		65.4	%		124,312		59.8	%		117,558		67.0	%
Stock compensation expense		1,651					1,508					4,918					4,449
Acquisition-related compensation expense		—					10					11					39
Acquisition-related non-cash stock compensation expense		19					243					378					755
Reimbursable expenses		494					148					770					4,614
Total cost of service		45,716					39,700					130,389					127,415
Selling, general and administrative costs		13,613		19.1	%		12,732		22.0	%		40,415		19.4	%		38,042		21.7	%
Non-cash stock compensation expense		901					711					2,515					1,830
Amortization of intangible assets		259					247					783					723
Restructuring costs		—					—					—					5,034
Total selling, general, and administrative expenses		14,773					13,690					43,713					45,629
Total costs and operating expenses		60,489					53,390					174,102					173,044

Income from operations		11,405		16.0	%		4,527		7.8	%		34,475		16.6	%		7,157		4.1	%
Other expense:
Interest expense		(26	)				(22	)				(76	)				(100	)
Income from continuing operations before income taxes		11,379		15.9	%		4,505		7.8	%		34,399		16.6	%		7,057		4.0	%
Income tax expense		3,248		4.5	%		1,362		2.4	%		9,368		4.5	%		2,312		1.3	%
Income from continuing operations (net of taxes)		8,131					3,143					25,031					4,745
Loss from discontinued operations		—					(157	)				(7	)				(165	)
Net income	$	8,131		11.4	%	$	2,986		5.2	%	$	25,024		12.0	%	$	4,580		2.6	%
Diluted net income per common share	$	0.25				$	0.09				$	0.76				$	0.14

Revenue. We are a global company with operations located in the United States and Western Europe. Our revenue is denominated in multiple currencies, primarily the U.S. Dollar, British Pound and 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 quarter and nine months ended October 1, 2021 and the comparable periods of 2020. Revenue is analyzed based on geographical location of engagement team personnel.

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

	Quarter Ended				Nine Months Ended
	October 1,		September 25,		October 1,		September 25,
	2021		2020		2021		2020
S&BT	$	27,623	$	22,217	$	79,808	$	65,293
EEA		38,201		29,710		110,860		92,516
International		5,576		5,842		17,139		17,778
Revenue from continuing operations before reimbursements	$	71,400	$	57,769	$	207,807	$	175,587

Our total Company net revenue from continuing operations, or revenue before reimbursements, increased 24%, to $71.4 million, and 18% to $207.8 million in the third quarter and first nine months of 2021, respectively, as compared to $57.8 million and $175.6 million, in the same periods of 2020, respectively. The nine month growth includes a $5.3 million software sale transaction which was recorded in the second quarter of 2021. Our total Company net revenue excluding this software sale transaction was $202.5 million for the first nine months of 2021.

Our North America revenue before reimbursements was $65.8 million and $190.7 million in the third quarter and first nine months of 2021, respectively, as compared to $51.9 million and $157.8 million in the third quarter and first nine months of 2020, respectively. North America revenue excluding the impact of the software sale transaction was $185.4 million for the first nine months of 2021. Net revenue in 2020 and reimbursable expenses in both 2021 and 2020 were affected from the economic disruption of the COVID-19 pandemic as we transitioned to a remote service delivery model throughout the U.S. and Europe. In the third quarter and first nine months of both 2021 and 2020, no customer accounted for more than 5% of our total revenue.

S&BT net revenue was $27.6 million and $79.8 million during the third quarter and first nine months of 2021, respectively, as compared to $22.2 million and $65.6 million in the same periods of 2020, respectively, due to the improved demand for enterprise digital transformation initiatives experienced since the end of the third quarter of 2020.

EEA net revenue was $38.2 million and $110.9 million during the third quarter and first nine months of 2021, respectively, as compared to $29.7 million and $92.5 million in the same periods of 2020, respectively, primarily driven by strong growth across all of our practices. In addition, included in net revenue in the first nine months of 2021 was the $5.3 million software sale transaction referenced above. EEA net revenue excluding the software sale transaction was $105.6 million for the first nine months of 2021.

Hackett international net revenue from continuing operations decreased 5% in both the third quarter and first nine months of 2021, as compared to the same periods in 2020. Europe continues to be impacted by lengthened client decision-making from economic uncertainty which has been further impacted by the COVID-19 pandemic. Total Company international net revenue accounted for 8% of total Company net revenue during both the third quarter and first nine months of 2021, as compared to 10% for the same periods in 2020.

The low percentage of reimbursements to net revenue is directly attributable to the decreases in travel requirements resulting from the COVID-19 pandemic during 2021 and 2020. Reimbursements are project travel-related expenses passed through to a client with no associated impact to gross margins or profitability.

Cost of Service. Cost of service primarily consists of salaries, benefits and incentive compensation for consultants and subcontractor fees, acquisition-related cash and stock compensation costs, non-cash stock compensation expense, and reimbursable expenses associated with projects.

Personnel costs increased to $43.6 million and $124.3 million for the third quarter and first nine months of 2021, respectively, as compared to $37.8 million and $117.6 million during the same periods in 2020, respectively. The increase was primarily a result of increased hiring and utilization of subcontractors to support revenue growth in 2021, as well as increases in incentive compensation accruals commensurate with Company performance. Personnel costs before reimbursable expenses, as a percentage of revenue before reimbursements, were 61% and 60% for the third quarter and first nine months of 2021, respectively, as compared to 65% and 67% for the same periods of 2020, respectively.

Non-cash stock compensation expense was $1.7 million and $4.9 million for the third quarter and first nine months of 2021, respectively, as compared to $1.5 million and $4.4 million for the same periods of 2020, respectively. This increase was primarily driven by higher non-cash incentive compensation plans.

Acquisition related non-cash stock compensation expense in 2021 and 2020 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 the selling, marketing, administrative and executive employees, non-cash compensation expense, amortization of intangible assets, acquisition related costs and various other overhead expenses.

SG&A costs were $13.6 million and $40.4 million for the third quarter and first nine months of 2021, respectively, as compared to $12.7 million and $38.0 million for the same periods in 2020, respectively. This increase was primarily due to higher sales commissions and incentive compensation accruals associated with increased Company performance. These SG&A costs as a percentage of revenue before reimbursements were 19% during both the third quarter and first nine months of 2021 and 22% for both of the same two periods in 2020.

Amortization expense was $0.3 million and $0.8 million in the third quarter and first nine months of 2021, respectively, as compared to $0.2 million and $0.7 million in the same periods in 2020, respectively. The amortization expense relates to the amortization of the intangible assets acquired in our acquisitions and the buyout of our partner’s joint venture interest in the CGBS Training and Certification Programs in 2017. The intangible assets will continue to amortize until 2022.

Income Taxes. During the third quarter and the first nine months of 2021, we recorded $3.2 million and $9.4 million of income tax expense, respectively, related to certain federal, foreign and state taxes which reflected an effective tax rate of 29% and 27%, respectively. In the third quarter and first nine months of 2020, we recorded $1.4 million and $2.3 million of income tax expense, respectively, related to certain federal, foreign and state taxes which reflected an effective tax rate benefit of 30% and expense of 33%, respectively.

Liquidity and Capital Resources

As of October 1, 2021, and January 1, 2021, we had $52.9 million and $49.5 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 our credit facility) and cash flows generated by operations will be sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months. We may decide to raise additional funds in order to fund expansion, to develop new or further enhance products and services, to respond to competitive pressures, or to acquire complementary businesses or technologies. There is no assurance that additional financing would be available when needed or desired.

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

	Nine Months Ended
	October 1,			September 25,
	2021			2020
Cash flows provided by operating activities	$	26,469		$	31,156
Cash flows used in investing activities	$	(2,255	)	$	(1,498	)
Cash flows used in financing activities	$	(20,704	)	$	(12,526	)

Cash Flows from Operating Activities

Net cash provided by operating activities was $26.5 million during the first nine months of 2021, as compared to $31.2 million during the same period in 2020. In 2021, the net cash provided by operating activities was primarily due to net income adjusted for non-cash items and an increase in incentive compensation and income tax accruals, partially offset by an increase in accounts receivable and contract assets. In 2020, the net cash provided by operating activities was primarily due to net income adjusted for non-cash items, partially offset by decreases in accounts receivable and contract assets and increases in accrued expenses and other liabilities, partially offset by decreases in accounts payable due to the timing of vendor payments and decreases in employee reimbursable expenses resulting from decreased travel.

Cash Flows from Investing Activities

Net cash used in investing activities was $2.3 million and $1.5 million during the first nine months of 2021 and 2020, respectively. During both periods, cash flows used in investing activities was primarily driven by investments related to the development of our Quantum Leap benchmark technologies.

Cash Flows from Financing Activities

Net cash used in financing activities was $20.7 million and $12.5 million during the first nine months 2021 and 2020, respectively. The usage of cash in 2021 primarily related to the repurchase of $14.6 million of the Company’s common stock and the dividend payments of $6.5 million. The usage of cash in 2020 was primarily related to the dividend payment of $8.9 million and the repurchase of $4.0 million of the Company’s common stock.

As of October 1, 2021, we did not have any outstanding borrowings under our revolving line of credit (the “Revolver”), leaving us with a borrowing capacity of approximately $45.0 million. See Note 7, “Credit Facility,” to our consolidated financial statements included in this Quarterly Report on Form 10-Q for more information.

In the fourth quarter of 2021, the Company expects to pay approximately $21 million to $23 million in cash for employee withholding taxes related to the expected net share settlement of outstanding stock appreciation rights (“SARs”) that expire in February 2022. We have been advised by the holders of the SARs that they intend to exercise the awards in the fourth quarter of 2021. In connection with the net share settlement of the SARs, we anticipate issuing an aggregate of approximately 1.5 million shares of common stock. The maximum number of shares issuable under the SARs as of October 1, 2021 was approximately $2.4 million which number was included in the calculation of diluted weighted average common shares outstanding for the quarter and nine months ended October 1, 2021. As a result of the net share settlement, we expect diluted weighted average common shares outstanding to decrease in 2022. The estimated amount of the cash payment and number of shares to be withheld and issued upon the net share settlement of the SARs, as well as the impact on diluted weighted average shares outstanding, depends on the timing of the exercise by the holder and price per share of our common stock at that time.

Recently Issued Accounting Standards

For a discussion of recently issued accounting standards, see Note 1, “Basis of Presentation and General Information,” to our consolidated financial statements included in this Quarterly Report on Form 10-Q and Note 1, “Basis of Presentation and General Information,” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 1, 2021.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

As of October 1, 2021, our exposure to market risk related primarily to changes in interest rates and foreign currency exchange rate risks.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to the Revolver, which is subject to variable interest rates. The interest rates per annum applicable to loans under the Revolver will be, at our option, equal to either a base rate or a LIBOR rate for one-, two-, three- or nine-month interest periods chosen by us in each case, plus an applicable margin percentage. A 100-basis point increase in our interest rate under our Revolver would not have had a material impact on our results of operations for the quarter and nine months ended October 1, 2021.

Exchange Rate Sensitivity

We face exposure to adverse movements in foreign currency exchange rates as a portion of our revenue, expenses, assets and liabilities are denominated in currencies other than the U.S. Dollar, primarily the British Pound, the Euro and the Australian Dollar. These exposures may change over time as business practices evolve.

Item 4.

Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and 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 Chief Executive Officer and 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.

Changes in Internal Control Over Financial Controls

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

PART II — OTHER INFORMATION

Item 1.

Legal Proceedings.

Item 1A.

Risk Factors.

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 January 1, 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 January 1, 2021.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

During the quarter ended October 1, 2021, the Company repurchased 113 thousand shares of its common stock under the repurchase plan approved by the Company's Board of Directors for $2.1 million at an average price of $18.68. During the nine months ended October 1, 2021, the Company repurchased 738 thousand shares of its common stock under the repurchase plan approved by the Company’s Board of Directors for $12.8 million at an average price of $17.35. As of October 1, 2021, the Company had $11.5 million of authorization remaining under the repurchase plan.

					Total Number		Maximum Dollar
					of Shares as Part		Value That May
					of Publicly		Yet be Purchased
	Total Number		Average Price		Announced		Under the
Period	of Shares		Paid per Share		Program		Program
Balance as of July 2, 2021		—	$	—		—	$	13,575,132
July 3, 2021 to July 30, 2021		21,994	$	17.98		21,994	$	13,179,653
July 31, 2021 to August 27, 2021		78,095	$	18.71		78,095	$	11,718,551
August 28, 2021 to October 1, 2021		12,461	$	19.76		12,461	$	11,472,333
		112,550	$	18.68		112,550

Shares repurchased during the quarter and nine months ended October 1, 2021 under the repurchase plan approved by the Company's Board of Directors do not include 8 thousand shares and 118 thousand shares, respectively, for a cost of $155 thousand and $1.8 million, respectively, that the Company bought back to satisfy employee net vesting obligations.

Item 6.

Exhibits

Exhibit No.		Exhibit Description
3.1		Second Amended and Restated Articles of Incorporation of the Registrant, as amended (incorporated herein by reference to the Registrant's Form 10-K for the year ended December 29, 2000).

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

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

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

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

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

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

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

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

101.SCH**		Inline XBRL Taxonomy Extension Schema

101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase

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

*	Filed herewith

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

SIGNATURES

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

		The Hackett Group, Inc.

Date: November 10, 2021		/s/ Robert A. Ramirez
		Robert A. Ramirez
		Executive Vice President, Finance and Chief Financial Officer