8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 18, 2021

The Hackett Group, Inc.

(Exact name of registrant as specified in its charter)

FLORIDA	333-48123	65-0750100
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(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)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

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. ☐

Item 2.02    Results of Operations and Financial Condition.

On February 23, 2021, The Hackett Group, Inc. (the “Company”) issued a press release setting forth its consolidated financial results for the fourth fiscal quarter and fiscal year ended January 1, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein.

The information contained in Item 2.02 of this current report on Form 8-K, as well as Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 18, 2021, the Board of Directors (the “Board”) of the Company elected Maria A. Bofill as an independent director, to serve a term expiring at the Company’s 2021 Annual Meeting of Shareholders. She will also serve on the Board’s Audit, Compensation and Corporate Governance and Nominating Committees. With the election of Ms. Bofill, the size of the Board is set at seven directors, five of whom are independent.

Ms. Bofill is a seasoned executive, having served in senior strategic finance and operational roles for public and privately held multinational companies. She currently serves as the Director of Business Development for TTG Talent Solutions, a boutique talent acquisition and placement firm.  From June 2016 to September 2019, Ms. Bofill served as the Chief Financial Officer for Fyffes North America, Inc.  From May 2008 to June 2016, she served as the Director of Finance and Administration and Treasurer of Fresh Quest, Inc.  From October 2005 to May 2008, Ms. Bofill served as the Managing Principal of Octavian, Inc.  From January 1988 to October 2005, she served as the Vice President of Finance and Administration for Fresh Del Monte Produce’s North America Region.

The Board has determined that Ms. Bofill is independent and meets the applicable independence requirements of the Nasdaq Stock Market and the Company’s corporate governance guidelines. There have been no transactions since the beginning of the Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Ms. Bofill or any member of her immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.

The selection of Ms. Bofill was not pursuant to any arrangement or understanding between her and any other person.

Ms. Bofill will be compensated in accordance with the Company’s compensation program for its non-employee directors as disclosed in the Company’s most recent proxy statement.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of The Hackett Group, Inc., dated February 23, 2021
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

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 hereunto duly authorized.

	THE HACKETT GROUP, INC.
Date: February 23, 2021	By:	/s/ Robert A. Ramirez
		Robert A. Ramirez
		Executive Vice President, Finance and Chief Financial Officer

EX-99.1

Exhibit 99.1

Contact:

Robert A. Ramirez, CFO, 305-375-8005 or rramirez@thehackettgroup.com

The Hackett Group Announces Fourth Quarter 2020 Results

• Q4 2020 net revenue of $59.2 million exceeds high end of guidance

• Q4 2020 GAAP EPS of $0.03

• Q4 2020 pro forma EPS of $0.23, up 35% sequentially, which exceeds high end of guidance

• Company announces annual dividend increase of 5% and declares a $0.10 per share first quarter dividend

MIAMI, FL – February 23, 2021 - The Hackett Group, Inc. (NASDAQ: HCKT), a global intellectual property-based strategic consultancy and leading enterprise benchmarking and best practices digital transformation firm, today announced its financial results for the fourth quarter, which ended on January 1, 2021.

Fourth quarter 2020 net revenue (gross revenue less reimbursable expenses) from continuing operations was $59.2 million, down 7%, as compared to the same period in the prior year, but up 2.5% sequentially from the third quarter as demand improved throughout the quarter.

GAAP diluted earnings per share were $0.03 for the fourth quarter of 2020, as compared to GAAP diluted earnings per share of $0.07 in the same period in the prior year due to the economic disruption resulting from the COVID-19 pandemic. GAAP results for the fourth quarter of 2020 included a $5.5 million, or $0.12 per diluted share, restructuring and asset impairment charge primarily related to the reduction in the Company’s global office space requirements resulting from the emerging work from home delivery model.  GAAP results for the fourth quarter of 2019 included a $4.5 million, or $0.12 per diluted share, restructuring and asset impairment charge primarily related to the reduction of international operations.

Fourth quarter 2020 pro forma diluted earnings per share were $0.23, as compared to $0.24 in the same period in the prior year, but up 35% sequentially from the third quarter as client engagements and utilization improved throughout the quarter. Pro forma information is provided to enhance the understanding of the Company's financial performance and is reconciled to the Company's GAAP information in the accompanying tables.

At its most recent meeting, the Company’s Board of Directors authorized a 5% increase in its annual dividend from $0.38 to $0.40 per share, to be paid quarterly, and declared a quarterly dividend of $0.10 per share for its shareholders of record on March 26, 2021, to be paid on April 8, 2021.

At the end of the fourth quarter of 2020, the Company’s cash balances were $49.5 million with no outstanding debt. During the quarter, the Company repurchased 40 thousand shares of its stock at an average price of $11.96 for a total of $483 thousand. As of the end of the fourth quarter of 2020, the Company’s remaining share repurchase program authorization was $4.3 million.

“Although the pandemic continued to weigh on our results, our revenues grew sequentially and our pro forma EPS was up 35 percent, which demonstrated the demand improvement as well as the increase in utilization and client engagements throughout the quarter,” stated Ted A. Fernandez, Chairman & CEO of The Hackett Group, Inc. “We expect this momentum to carry into the new year which should allow us to continue to improve our results and emerge financially and strategically stronger as and when the pandemic subsides.”  

Although economic uncertainty from the COVID-19 pandemic continues to be high, the Company’s current estimates suggest that net revenue for the first quarter of 2021 will be in the range of $61.0 million to $63.0 million, down slightly from the pre-COVID-19 first quarter of 2020. The Company estimates pro forma diluted earnings per share for the first quarter of 2021 to be in the range of $0.24 and $0.26 which provides the opportunity to exceed prior year pre-COVID-19 pro forma EPS results.

Other Highlights

Global Virtual Best Practices Conference – In November, The Hackett Group held its global virtual best practices conference, “Digital Excelleration: Fast-Tracking Enterprise Performance.” The event was attended by more than 450 senior executives from companies around the globe, making it larger than the 2019 North American and European Best Practices Conferences combined. The conference featured nearly 30 presentations by executives from more than 20 companies, including: 3M, ABB, Boston Scientific, Coca-Cola, Habitat for Humanities, HP, Jaguar Land Rover, Vodafone, Mastercard, Northwestern Mutual, Thomson Reuters, and United Parcel Services.

C-Suite Research Issued – The Hackett Group issued a new research piece “Business Excelleration: Fast-Tracking Digital World Class” which details the most important areas that CEOs, COOs, CFOs, CHROs, CIOs, CPOs, and other business services leaders can focus on in order to fast-track digital world-class performance and build a flexible and resilient operating model.

Sustainable Procurement Study Launched – The Hackett Group launched its 2020 Sustainable Procurement Study, designed to help participants understand the benefits that can be realized from sustainability activities, key metrics and KPIs to measure performance, and critical capabilities for sustainable procurement and their maturity across organizations.

Podcast Launch – In December, The Hackett Group launched a weekly “Business Excelleration” podcast, featuring insights and research data to help business leaders improve efficiency and effectiveness in finance, human capital management, strategic sourcing, procurement, and information technology.

SAP North American Partner Excellence Award – In February, Answerthink, a division of The Hackett Group, received the 2021 SAP North America Award for Partner Excellence for Marketing.

On Tuesday, February 23, 2021, senior management will discuss fourth quarter results in a conference call at 5:00 P.M. ET.  The number for the conference call is (800) 593-0486, [Passcode: Fourth Quarter].  For international callers, please dial (517) 308-9371. Please dial in at least 5-10 minutes prior to start time. If you are unable to participate on the conference call, a rebroadcast will be available beginning at 8:00 P.M. ET on Tuesday, February 23, 2021 and will run through 5:00 P.M. ET on Tuesday, March 9, 2021.  To access the rebroadcast, please dial (800) 759-4056.  For international callers, please dial (402) 998-0478.

In addition, The Hackett Group will also be webcasting this conference call live through the StreetEvents.com service.  To participate, simply visit http://www.thehackettgroup.com approximately 10 minutes prior to the start of the call and click on the conference call link provided.  An online replay of the call will be available after 8:00 P.M.

ET on Tuesday, February 23, 2021 and will run through 5:00 P.M. ET on Tuesday, March 9, 2021. To access the replay, visit www.thehackettgroup.com or http://www.streetevents.com.

About The Hackett Group

The Hackett Group (NASDAQ: HCKT) is an intellectual property-based strategic consultancy and leading enterprise benchmarking and best practices digital transformation firm to global companies, with offerings that include cloud ERP, EPM and analytics implementation. Services include business transformation, enterprise analytics and global business services. The Hackett Group also provides dedicated expertise in business strategy, operations, finance, human capital management, strategic sourcing, procurement and information technology, including its distinguished Oracle, SAP, Coupa and OneStream practices.

The Hackett Group has completed nearly 20,000 benchmarking studies with major corporations and government agencies, including 93% of the Dow Jones Industrials, 91% of the Fortune 100, 80% of the DAX 30 and 55% of the FTSE 100.  These studies drive The Hackett’s Group’s Digital Transformation Platform which includes the firm's benchmarking metrics, best practices repository and best practice configuration guides and process flows, which enable The Hackett Group’s clients and partners to achieve digital world-class performance.

More information on The Hackett Group is available at: www.thehackettgroup.com, info@thehackettgroup.com, or by calling (770) 225-3600.

 # # #

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors that may cause The Hackett Group's actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. Factors that impact such forward-looking statements include, among others, the impact of the coronavirus pandemic, including the duration and severity of the pandemic, the economic impact of the pandemic and the timing of an economic recovery, our ability to manage our business and capital resources through the pandemic, the ability of our products, services, or offerings mentioned in this release to deliver the desired effect, 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, including those referenced above, the timing of projects and the potential for contract cancellations by our customers, especially given that our clients are also impacted by the coronavirus pandemic, 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 Brexit on our business, changes in general economic conditions and interest rates, our ability to mitigate the impact of the recent decline in our European operations, our ability to obtain debt financing through additional borrowings under our existing credit facility as well as other risks detailed in our Annual Report on Form 10-K for the most recent fiscal year and our Quarterly Report on Form 10-Q for the third fiscal quarter of fiscal 2020, each as filed with the Securities and Exchange Commission. 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.

Page 4 of 7 - The Hackett Group, Inc. Announces Fourth Quarter Results

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Quarter Ended						Twelve Months Ended
	January 1,			December 27			January 1,			December 27,
	2021			2019			2021			2019
Revenue:
Revenue before reimbursements ("net revenue")	$	59,223		$	63,736		$	234,810		$	260,837
Reimbursements		58			5,370			4,672			21,635
TOTAL REVENUE FROM CONTINUING OPERATIONS		59,281			69,106			239,482			282,472
Costs and expenses:
Cost of service:
Personnel costs before reimbursable expenses		36,769			38,610			154,327			159,390
Non-cash stock compensation expense		1,806			1,056			6,255			3,831
Acquisition-related compensation expense (benefit)		11			—			50			(131	)
Acquisition-related non-cash stock compensation expense		309			264			1,064			954
Reimbursable expenses		58			5,370			4,672			21,635
TOTAL COST OF SERVICE		38,953			45,300			166,368			185,679
Selling, general and administrative costs		12,544			14,789			50,586			58,107
Non-cash stock compensation expense		591			663			2,421			2,931
Amortization of intangible assets		254			247			977			1,036
Acquisition-related contingent consideration liability		—			—			—			(1,133	)
Restructuring charges and asset impairments		5,454			4,514			10,488			4,514
TOTAL SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		18,843			20,213			64,472			65,455
TOTAL COSTS AND OPERATING EXPENSES		57,796			65,513			230,840			251,134
INCOME FROM OPERATIONS		1,485			3,593			8,642			31,338
Other expense:
Interest expense		(26	)		(43	)		(126	)		(311	)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		1,459			3,550			8,516			31,027
Income tax expense		559			1,263			2,871			7,744
INCOME FROM CONTINUING OPERATIONS		900			2,287			5,645			23,283
Loss from discontinued operations (2)		(7	)		(2	)		(172	)		(6	)
NET INCOME	$	893		$	2,285		$	5,473		$	23,277
Weighted average common shares outstanding:
Basic		29,995			29,837			29,988			29,805
Diluted		32,614			32,573			32,405			32,453
Basic net income per common share:
Income per common share from continuing operations	$	0.03		$	0.08		$	0.19		$	0.78
Loss per common share from discontinued operations (2)		(0.00	)		(0.00	)		(0.01	)		(0.00	)
Basic net income per common share	$	0.03		$	0.08		$	0.18		$	0.78
Diluted net income per common share:
Income per common share from continuing operations	$	0.03		$	0.07		$	0.17		$	0.72
Loss per common share from discontinued operations (2)		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Diluted net income per common share	$	0.03		$	0.07		$	0.17		$	0.72
PRO FORMA DATA (1):

Page 5 of 7 - The Hackett Group, Inc. Announces Fourth Quarter Results

Income from continuing operations before income taxes	$	1,459	$	3,550	$	8,516	$	31,027
Non-cash stock compensation expense		2,397		1,719		8,676		6,762
Acquisition-related compensation expense (benefit)		11		—		50		(131	)
Acquisition-related non-cash stock compensation expense		309		264		1,064		954
Acquisition-related contingent consideration liability		—		—		—		(1,133	)
Acquisition-related costs		—		—		—		32
Restructuring charges and asset impairments		5,454		4,514		10,488		4,514
Amortization of intangible assets		254		247		977		1,036
PRO FORMA INCOME BEFORE INCOME TAXES		9,884		10,294		29,771		43,061
Pro forma income tax expense		2,471		2,574		7,443		10,765
PRO FORMA NET INCOME	$	7,413	$	7,721	$	22,328	$	32,296
Pro forma basic net income per common share	$	0.25	$	0.26	$	0.74	$	1.08
Weighted average common shares outstanding		29,995		29,837		29,988		29,805
Pro forma diluted net income per common share	$	0.23	$	0.24	$	0.69	$	1.00
Weighted average common and common equivalent shares outstanding		32,614		32,573		32,405		32,453

(1) The Company provides pro forma earnings results (which exclude the amortization of intangible assets, non-cash stock compensation expense, restructuring charges, asset impairments, acquisition-related one-time expense (benefit), and include a normalized tax rate, which is our long-term projected cash tax rate) as a complement to results provided in accordance with Generally Accepted Accounting Principles (GAAP). These non-GAAP results are provided to enhance the overall users' understanding of the Company's current financial performance and its prospects for the future. The Company believes the non-GAAP results provide useful information to both management and investors and by excluding certain expenses that it believes are not indicative of its core operating results. The non-GAAP measures are included to provide investors and management with an alternative method for assessing operating results in a manner that is focused on the performance of ongoing operations and to provide a more consistent basis for comparison between quarters. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting in future periods. In addition, since the Company has historically reported non-GAAP results to the investment community, it believes the continued inclusion of non-GAAP results provides consistency in its financial reporting. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with GAAP.

(2) Discontinued operations relate to the discontinuance of the Company’s European Working Capital group.

Page 6 of 7 - The Hackett Group, Inc. Announces Fourth Quarter Results

The Hackett Group, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

	January 1,		December 27,
	2021		2019
ASSETS
Current assets:
Cash and cash equivalents	$	49,455	$	25,954
Accounts receivable and contract assets, net		32,778		49,778
Prepaid expenses and other current assets		2,599		2,895
Total current assets		84,832		78,627
Property and equipment, net		18,158		19,916
Other assets		1,680		2,652
Goodwill		85,297		84,578
Operating lease right-of-use assets		2,578		7,962
Total assets	$	192,545	$	193,735
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	6,098	$	8,494
Accrued expenses and other liabilities		33,849		32,482
Operating lease liabilities		2,620		2,707
Total current liabilities		42,567		43,683
Long-term deferred tax liability, net		5,588		7,183
Operating lease liabilities		3,503		5,255
Total liabilities		51,658		56,121
Shareholders' equity		140,887		137,614
Total liabilities and shareholders' equity	$	192,545	$	193,735

Page 7 of 7 - The Hackett Group, Inc. Announces Fourth Quarter Results

The Hackett Group, Inc.

SUPPLEMENTAL FINANCIAL DATA

(unaudited)

	Quarter Ended
	January 1,			September 25,			December 27,
	2021			2020			2019
Revenue Breakdown by Group:
(in thousands)
S&BT (3)	$	23,362		$	22,217		$	26,645
EEA (4)		30,102			29,710			29,684
International (5)		5,759			5,842			7,407
Net revenue from continuing operations (6)	$	59,223		$	57,769		$	63,736
Revenue Concentration:
(% of total revenue)
Top customer		3	%		6	%		5	%
Top 5 customers		13	%		16	%		14	%
Top 10 customers		23	%		26	%		22	%
Key Metrics and Other Financial Data:
Total Company:
Consultant headcount		928			923			982
Total headcount		1,133			1,124			1,201
Days sales outstanding (DSO)		54			57			66
Cash provided by operating activities (in thousands)	$	12,906		$	10,088		$	15,821
Depreciation (in thousands)	$	902		$	916		$	887
Amortization (in thousands)	$	254		$	247		$	247
Remaining Plan authorization:
Shares purchased (in thousands)		36			75			145
Cost of shares repurchased (in thousands)	$	429		$	932		$	2,227
Average price per share of shares purchased	$	11.84		$	12.41		$	15.33
Remaining Plan authorization (in thousands)	$	4,284		$	4,713		$	1,651
Shares Purchased to Satisfy Employee Net Vesting Obligations:
Shares purchased (in thousands)		4			8			3
Cost of shares purchased (in thousands)	$	54		$	111		$	49
Average price per share of shares purchased	$	13.00		$	14.26		$	16.20

(3) Strategy and Business Transformation Group (S&BT) includes the results of our IP as-a-service offerings, which includes our North America Executive Advisory Programs, our Benchmarking Services and our Business Transformation Practices.  

(4) ERP, EPM and Analytics Solutions (EEA) includes the results of our North America Oracle EEA and SAP Solutions Practices and One Stream.

(5) International Groups include the results of our S&BT and EEA Practices, primarily in Europe.

(6) Net revenue excludes reimbursable expenses which are primarily travel-related expenses passed through to a client with no associated margin.

(7) Certain reclassifications have been made to conform with current reporting requirements.

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Document and Entity Information	Feb. 18, 2021
Cover [Abstract]
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Entity Central Index Key	0001057379
Document Type	8-K
Document Period End Date	Feb. 18, 2021
Entity Registrant Name	Hackett Group, Inc.
Entity Incorporation, State or Country Code	FL
Entity File Number	333-48123
Entity Tax Identification Number	65-0750100
Entity Address, Address Line One	1001 Brickell Bay Drive
Entity Address, Address Line Two	Suite 3000
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	305
Local Phone Number	375-8005
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $.001 per share
Trading Symbol	HCKT
Security Exchange Name	NASDAQ