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 March 28, 2025

OR

 

☐

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

 

For the transition period from to

Commission File Number 333-48123

 

The Hackett Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

Florida

 

65-0750100

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

1001 Brickell Bay Drive, Suite 3000

Miami, Florida

 

33131

(Address of principal executive offices)

 

(Zip Code)

 

(305) 375-8005

(Registrant’s telephone number, including area code)

 

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 May 2, 2025, there were 27,655,225 shares of common stock outstanding.

 

 

 

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

Page

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Consolidated Balance Sheets as of March 28, 2025 (unaudited) and December 27, 2024

3

 

 

 

 

Consolidated Statements of Operations for the Three Months Ended March 28, 2025, and March 29, 2024, (unaudited)

4

 

 

 

 

Consolidated Statements of Comprehensive Income for the Three Months Ended March 28, 2025, and March 29, 2024, (unaudited)

5

 

 

 

 

Consolidated Statements of Cash Flows for the Three Months Ended March 28, 2025, and March 29, 2024, (unaudited)

6

 

 

 

 

Consolidated Statements of Shareholders' Equity for the Three Months Ended March 28, 2025, and March 29, 2024, (unaudited)

7

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

8

 

 

 

Item 2.

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

20

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

25

 

 

 

Item 4.

Controls and Procedures

25

 

 

Item 5.

Other Information

25

 

 

PART II - OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

26

 

 

 

Item 1A.

Risk Factors

26

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

26

 

 

 

Item 6.

Exhibits

27

 

 

SIGNATURES

28

 

2

 

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The Hackett Group, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

 

 

 

March 28,

 

 

December 27,

 

 

 

2025

 

 

2024

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$

9,179

 

 

$

16,366

 

Accounts receivable and contract assets, net of allowance of $2,814 and $2,377 at March 28, 2025 and December 27, 2024, respectively

 

 

62,555

 

 

 

57,079

 

Prepaid expenses and other current assets

 

 

3,267

 

 

 

2,901

 

Total current assets

 

 

75,001

 

 

 

76,346

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

20,868

 

 

 

20,343

 

Other assets

 

 

367

 

 

 

350

 

Intangible assets, net

 

 

2,165

 

 

 

2,312

 

Goodwill

 

 

90,221

 

 

 

89,782

 

Operating lease right-of-use assets

 

 

3,138

 

 

 

2,744

 

Total assets

 

$

191,760

 

 

$

191,877

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

4,916

 

 

$

6,503

 

Accrued expenses and other liabilities

 

 

23,844

 

 

 

30,789

 

Contract liabilities

 

 

14,919

 

 

 

11,118

 

Income tax payable

 

 

2,352

 

 

 

3,753

 

Operating lease liabilities

 

 

1,161

 

 

 

965

 

Total current liabilities

 

 

47,192

 

 

 

53,128

 

Deferred tax liability, net

 

 

10,433

 

 

 

8,464

 

Long term debt, net

 

 

17,755

 

 

 

12,734

 

Operating lease liabilities

 

 

1,965

 

 

 

1,977

 

Total liabilities

 

 

77,345

 

 

 

76,303

 

 

 

 

 

 

 

 

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; 61,395,629 and
   61,031,629 shares issued at March 28, 2025 and December 27, 2024, respectively

 

 

61

 

 

 

61

 

Additional paid-in capital

 

 

336,551

 

 

 

332,285

 

Treasury stock, at cost, 33,746,041 and 33,540,472 shares March 28, 2025 and December 27, 2024, respectively

 

 

(287,224

)

 

 

(281,022

)

Retained earnings

 

 

78,136

 

 

 

78,311

 

Accumulated other comprehensive loss

 

 

(13,109

)

 

 

(14,061

)

Total shareholders' equity

 

 

114,415

 

 

 

115,574

 

Total liabilities and shareholders' equity

 

$

191,760

 

 

$

191,877

 

 

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

3

 

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

 

 

Quarter Ended

 

 

 

March 28,

 

 

March 29,

 

 

 

2025

 

 

2024

 

Revenue:

 

 

 

 

 

 

Revenue before reimbursements

 

$

76,231

 

 

$

75,727

 

Reimbursements

 

 

1,634

 

 

 

1,460

 

Total revenue

 

 

77,865

 

 

 

77,187

 

Costs and expenses:

 

 

 

 

 

 

Cost of service:

 

 

 

 

 

 

Personnel costs before reimbursable expenses (includes $4,928 and $1,393 of stock compensation expense in the three months ended March 28, 2025 and March 29, 2024, respectively)

 

 

48,380

 

 

 

45,771

 

Reimbursable expenses

 

 

1,634

 

 

 

1,460

 

Total cost of service

 

 

50,014

 

 

 

47,231

 

Selling, general and administrative costs (includes $4,744 and $1,206 of stock compensation expense in the three months ended March 28, 2025 and March 29, 2024, respectively)

 

 

23,448

 

 

 

18,329

 

Legal settlement and related costs

 

 

—

 

 

 

102

 

Total costs and operating expenses

 

 

73,462

 

 

 

65,662

 

Income from operations

 

 

4,403

 

 

 

11,525

 

 

 

 

 

 

 

 

Other expense, net:

 

 

 

 

 

 

Interest expense, net

 

 

(202

)

 

 

(472

)

Income before income taxes

 

 

4,201

 

 

 

11,053

 

Income tax expense

 

 

1,058

 

 

 

2,322

 

Net income

 

$

3,143

 

 

$

8,731

 

 

 

 

 

 

 

 

Basic net income per common share:

 

 

 

 

 

 

Income per common share

 

$

0.11

 

 

$

0.32

 

Weighted average common shares outstanding

 

 

27,587

 

 

 

27,422

 

 

 

 

 

 

 

 

Diluted net income per common share:

 

 

 

 

 

 

Income per common share

 

$

0.11

 

 

$

0.32

 

Weighted average common and common equivalent shares outstanding

 

 

28,385

 

 

 

27,676

 

 

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

4

 

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

 

 

 

Quarter Ended

 

 

 

March 28,

 

 

March 29,

 

 

 

2025

 

 

2024

 

Net income

 

$

3,143

 

 

$

8,731

 

Foreign currency translation adjustment

 

 

952

 

 

 

(331

)

Total comprehensive income

 

$

4,095

 

 

$

8,400

 

 

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

5

 

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

Quarter Ended

 

 

 

March 28,

 

 

March 29,

 

 

 

2025

 

 

2024

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

3,143

 

 

$

8,731

 

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

 

 

 

 

 

 

Depreciation expense

 

 

1,025

 

 

 

942

 

Amortization expense

 

 

145

 

 

 

—

 

Amortization of debt issuance costs

 

 

22

 

 

 

18

 

Non-cash stock based compensation expense

 

 

9,672

 

 

 

2,599

 

Provision for doubtful accounts

 

 

166

 

 

 

88

 

Loss on foreign currency translation

 

 

182

 

 

 

77

 

Deferred income tax expense

 

 

1,988

 

 

 

2,001

 

Changes in assets and liabilities, net of acquisition:

 

 

 

 

 

 

Increase in accounts receivable and contract assets

 

 

(5,681

)

 

 

(5,928

)

Increase in prepaid expenses and other assets

 

 

(778

)

 

 

(162

)

Decrease in accounts payable

 

 

(1,587

)

 

 

(1,341

)

Decrease in accrued expenses and other liabilities

 

 

(6,503

)

 

 

(7,185

)

Increase in contract liabilities

 

 

3,801

 

 

 

2,869

 

(Decrease) increase in income tax payable

 

 

(1,401

)

 

 

83

 

Net cash provided by operating activities

 

 

4,194

 

 

 

2,792

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(1,544

)

 

 

(948

)

Net cash used in investing activities

 

 

(1,544

)

 

 

(948

)

Cash flows from financing activities:

 

 

 

 

 

 

Debt proceeds

 

 

5,000

 

 

 

—

 

Repayment of debt

 

 

—

 

 

 

(2,000

)

Taxes paid to satisfy employee withholding tax obligations

 

 

(5,519

)

 

 

(3,782

)

Dividends paid

 

 

(3,024

)

 

 

(2,996

)

Repurchase of common stock

 

 

(6,202

)

 

 

(1,055

)

Net cash used in financing activities

 

 

(9,745

)

 

 

(9,833

)

Effect of exchange rate on cash

 

 

(92

)

 

 

(10

)

Net decrease in cash

 

 

(7,187

)

 

 

(7,999

)

Cash at beginning of period

 

 

16,366

 

 

 

20,957

 

Cash at end of period

 

$

9,179

 

 

$

12,958

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for income taxes

 

$

345

 

 

$

114

 

Cash paid for interest

 

$

222

 

 

$

596

 

Supplemental disclosure of non-cash flow financing activities:

 

 

 

 

 

 

Dividend declared during the quarter and paid the following quarter

 

$

3,318

 

 

$

3,036

 

 

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

6

 

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Common Stock

 

 

Paid in

 

 

Treasury Stock

 

 

Retained

 

 

Comprehensive

 

 

Shareholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Shares

 

 

Amount

 

 

Earnings

 

 

Loss

 

 

Equity

 

Balance at December 27, 2024

 

 

61,031

 

 

$

61

 

 

$

332,285

 

 

 

(33,540

)

 

$

(281,022

)

 

$

78,311

 

 

$

(14,061

)

 

$

115,574

 

Issuance of common stock

 

 

364

 

 

 

—

 

 

 

(5,519

)

 

 

 

 

 

 

 

 

—

 

 

 

—

 

 

 

(5,519

)

Treasury stock purchased

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(206

)

 

 

(6,202

)

 

 

—

 

 

 

—

 

 

 

(6,202

)

Amortization of restricted stock
   units and common stock subject to
   vesting requirements

 

 

—

 

 

 

—

 

 

 

9,785

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

9,785

 

Dividends declared

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(3,318

)

 

 

—

 

 

 

(3,318

)

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

3,143

 

 

 

—

 

 

 

3,143

 

Foreign currency translation

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

952

 

 

 

952

 

Balance at March 28, 2025

 

 

61,395

 

 

$

61

 

 

$

336,551

 

 

 

(33,746

)

 

$

(287,224

)

 

$

78,136

 

 

$

(13,109

)

 

$

114,415

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Common Stock

 

 

Paid in

 

 

Treasury Stock

 

 

Retained

 

 

Comprehensive

 

 

Shareholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Shares

 

 

Amount

 

 

Earnings

 

 

Loss

 

 

Equity

 

Balance at December 29, 2023

 

 

60,581

 

 

$

61

 

 

$

317,034

 

 

 

(33,315

)

 

$

(274,600

)

 

$

60,820

 

 

$

(13,235

)

 

$

90,080

 

Issuance of common stock

 

 

378

 

 

 

—

 

 

 

(3,782

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(3,782

)

Treasury stock purchased

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(43

)

 

 

(1,055

)

 

 

—

 

 

 

—

 

 

 

(1,055

)

Amortization of restricted stock
   units and common stock subject to
   vesting requirements

 

 

—

 

 

 

—

 

 

 

2,874

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,874

 

Dividends declared

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(3,036

)

 

 

—

 

 

 

(3,036

)

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

8,731

 

 

 

—

 

 

 

8,731

 

Foreign currency translation

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(331

)

 

 

(331

)

Balance at March 29, 2024

 

 

60,959

 

 

$

61

 

 

$

316,126

 

 

 

(33,358

)

 

$

(275,655

)

 

$

66,515

 

 

$

(13,566

)

 

$

93,481

 

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

7

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 the consolidation.

In the opinion of management, the accompanying consolidated financial statements reflect all normal and recurring adjustments which are necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows as of the dates and for the periods presented. The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these statements do not include all the disclosures normally required by U.S. GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 27, 2024, included in the Annual Report on Form 10-K filed by the Company with the SEC on February 28, 2025. The consolidated results of operations for the quarter ended March 28, 2025, 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.

Business Combination

On September 16, 2024, the Company executed an agreement to acquire 100% of the equity of LeewayHertz Technologies Private Limited (“LeewayHertz”), a technology consulting company based in India, focused on artificial intelligence (A.I.) technology solutions for a provisional purchase consideration of $7.8 million subject to a working capital achievement. This acquisition marks a significant milestone in the Company's aggressive strategy to become a leading architect of its clients' Gen A.I. journey. The acquisition closed on September 23, 2024. Leeway’s founder, one of LeewayHertz’s owners, was hired by the Company to serve as its executive vice president of the A.I. practice.

The following table summarizes the provisional fair value of the assets acquired and liabilities assumed:

 

 

 

Amount

 

Assets / Liabilities

 

(in thousands)

 

Cash

 

$

1,020

 

Current assets

 

 

2,081

 

Intangible assets

 

 

2,500

 

Current liabilities

 

 

(2,587

)

Other Liability

 

 

(432

)

Deferred tax liability

 

 

(652

)

Net assets acquired

 

$

1,930

 

 

 

 

 

Consideration

 

$

7,806

 

Goodwill

 

$

5,876

 

 

As a result, the provisional excess of the purchase price over the assets acquired resulted in goodwill of $5.9 million. Additionally, the Company recognized provisional intangible assets of $2.5 million, with a remaining weighted average useful life of 4.4 years. The fair values of identifiable intangible assets acquired were prepared by a third-party valuation specialist and incorporate significant unobservable inputs, judgment, and estimates, including the amount and timing of future cash flows. The intangible assets will be amortized in accordance with the Company’s accounting policies. The following table summarizes the acquired value of the intangible assets:

 

8

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

1. Basis of Presentation and General Information (continued)

 

 

 

Amount

 

 

Useful Life

Category

 

(in thousands)

 

 

(in years)

Customer Relationships

 

$

2,200

 

 

5

Technology

 

 

200

 

 

2

Non-Compete

 

 

100

 

 

2

Total

 

$

2,500

 

 

 

 

 

The amounts recorded for certain assets and liabilities and related disclosures are preliminary in nature and are subject to adjustment if any additional information is obtained about their acquisition date fair values. The final determination of the fair values will be completed within the one-year measurement period.

 

Also, in connection with the acquisition, the Company and LeewayHertz’s founder are creating a joint venture whereby The Hackett Group will contribute its AI XPLR platform and LeewayHertz will contribute its ZBrain platform. The integration of AI XPLR and the ZBrain Gen A.I. orchestration solution will enable the joint venture to provide advanced and tailored Gen AI solutions to its clients. The joint venture is expected to be formed in the Company's 2025 fiscal year.

Segment Reporting

Segments are defined as components of a company that engage in business activities from which they earn revenue and incur expenses, and for which separate financial information is available and is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company assessed its operating segments under the management approach in accordance with ASC 280, Segment Reporting (ASC 280), and has determined that it has three operating segments: Global S&BT, Oracle Solutions and SAP Solutions which are also its reportable segments. See Note 11 “Segment Information and Geographical Data” for detailed segment information.

Goodwill

For acquisitions accounted for as a business combination, goodwill represents the excess of the cost over the fair value of the net assets acquired. The Company has organized its operating and internal reporting structure to align with its primary market solutions. In accordance with ASC 280, management made the determination to present three operating segments, three reportable segments and three reporting units as follows: (1) Global S&BT, (2) Oracle Solutions, and (3) SAP Solutions. Global S&BT includes the results of the Company’s Gen A.I. and strategic business consulting practices; Oracle Solutions includes the results of the Company’s Oracle EPM/ERP and AI Enablement practices; SAP Solutions includes the Company’s SAP applications and related SAP service offerings. A reporting unit is an operating segment or one level below an operating segment to which goodwill is assigned. The goodwill was allocated to the reporting unit based on the reporting unit's relative fair value. The carrying amount of goodwill by reporting unit is as follows, which includes the provisional goodwill allocated to the LeewayHertz acquisition (in thousands):

 

 

 

 

 

 

Foreign

 

 

 

 

 

 

December 27,

 

 

Additions/

 

 

Currency

 

 

March 28,

 

 

 

2024

 

 

Adjustments

 

 

Translation

 

 

2025

 

Global S&BT

 

$

63,090

 

 

$

-

 

 

$

439

 

 

$

63,529

 

Oracle Solutions

 

 

16,699

 

 

 

—

 

 

 

—

 

 

 

16,699

 

SAP Solutions

 

 

9,993

 

 

 

—

 

 

 

—

 

 

 

9,993

 

Goodwill

 

$

89,782

 

 

$

-

 

 

$

439

 

 

$

90,221

 

 

9

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

1. Basis of Presentation and General Information (continued)

Revenue Recognition

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

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

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

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

In fixed-fee billing arrangements, which would also include contracts with capped fees, the Company agrees to a pre-established fee or fee cap in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenue under fixed-fee or capped fee arrangements using a proportionate performance approach, which is based on work completed to-date as compared to estimates of the total services to be provided under the engagement. Estimates of total engagement revenue and cost of services are monitored regularly during the term of the engagement. If the Company’s estimates indicate a potential loss, such a 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 or sixty-day terms, however client terms are subject to change.

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

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

The resale of on-premise software, cloud software and maintenance contracts are in the form of SAP America ("SAP") software or maintenance agreements provided by SAP. SAP is the principal and the Company is the agent in these transactions as the Company does not obtain title to the software and maintenance which is sold simultaneously. The transaction price is the Company’s agreed-upon percentage of the software-related sale for either on-premise software or cloud software or maintenance amount in the contract with the vendor. Revenue for the resale of software is recognized upon contract execution and customer’s receipt of the software. The Company also provides software maintenance on other ERP systems, primarily Oracle. Revenue from maintenance contracts is recognized ratably over the life of the agreements. The customer is typically invoiced at contract inception, with net thirty or sixty-day terms, however client terms are subject to change.

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

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

10

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

1. Basis of Presentation and General Information (continued)

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

Differences between the timing of billings and the recognition of revenue are recognized as either contract assets or contract liabilities in the accompanying consolidated balance sheets. Revenue recognized for services performed but not yet billed to clients is recorded as contract assets and is included within accounts receivable and contract assets. Services not yet performed, however billed to the client and uncollected at period end, are recorded as contract assets and are included within accounts receivable and 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 three months ended March 28, 2025, the Company recognized $4.3 million of revenue as a result of changes in the contract liability balance, as compared to $5.7 million for the three months ended March 29, 2024. As of December 29, 2023, the Company had $12.1 million of contract liabilities.

Based on the information that management reviews internally for evaluating operating segment performance and nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors, the Company disaggregates revenue as follows for the three months ended March 28, 2025 and March 29, 2024 (in thousands):

 

 

 

Quarter Ended

 

 

 

March 28,

 

 

March 29,

 

 

 

2025

 

 

2024

 

Global S&BT:

 

 

 

 

 

 

    North America Consulting

 

$

33,147

 

 

$

33,690

 

    International Consulting

 

 

10,210

 

 

 

7,202

 

Total Global S&BT

 

$

43,357

 

 

$

40,892

 

Oracle Solutions:

 

 

 

 

 

 

    Consulting and software support and maintenance

 

$

21,085

 

 

$

21,729

 

Total Oracle Solutions

 

$

21,085

 

 

$

21,729

 

SAP Solutions:

 

 

 

 

 

 

    Consulting and software support and maintenance

 

$

9,933

 

 

$

9,836

 

    Software-related sales

 

 

3,490

 

 

 

4,730

 

Total SAP Solutions

 

$

13,423

 

 

$

14,566

 

Total segment revenue

 

$

77,865

 

 

$

77,187

 

 

 

 

 

 

 

 

The total revenue from the Global S&BT segment, the Oracle Solutions segment and the SAP Solutions segment's consulting and software support and maintenance services is all recognized over time. The software-related sales revenue included in the SAP Solutions segment is recognized at a point in time.

Capitalized Sales Commissions

Sales commissions earned by the Company’s sales force are considered the incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized as project revenue is recognized. The Company determined the period of amortization by taking into consideration the customer contract period, which is generally less than 12 months. Commission expenses are included in the Selling, general and administrative costs in the accompanying consolidated statements of operations. As of December 27, 2024 and December 29, 2023, the Company had $1.8 million and $1.7 million, respectively, of deferred commissions, of which $0.4 million and $0.3 million was amortized during the three months ended March 28, 2025 and March 29, 2024, respectively. No impairment loss was recognized relating to the capitalization of deferred commissions.

11

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

1. Basis of Presentation and General Information (continued)

 

Stock Based Compensation

We recognize compensation expense for awards of equity and liability instruments, which have only a service condition, to employees based on the grant-date fair value of those awards, over the requisite service period, with limited exceptions.
In September 2024, a stock price award program was offered to certain leaders. These equity awards were granted with both a
market condition (three tranches, each with varying market share price thresholds) and service conditions. The Company measured these equity awards using the Monte Carlo valuation model to determine the fair value as of the grant date. The Monte Carlo valuation model, using different share price paths, calculated a derived service period which is the median share price path on which the market condition is satisfied for each tranche. The assumptions utilized in the model are as of a point in time and may differ from the actual value of the equity awards. The requisite service period was determined to be a service condition as the service conditions are greater than the derived service period. For each of the three tranches, stock compensation expense is recognized on a straight-line basis over the requisite service period. The Company has elected to account for forfeitures as incurred. If an employee forfeits nonvested shares subsequent to meeting a service condition, the previously recognized expense is not reversed. See Note 7 for additional information.

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.

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

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.

Fair Value

The Company’s financial instruments consist of cash, accounts receivable and contract assets, accounts payable, accrued expenses and other liabilities, contract liabilities and long-term debt. As of March 28, 2025 and December 27, 2024, the carrying amount of each financial instrument approximated the instrument’s respective fair value due to either the short-term nature or the 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.

 

Recent Accounting Pronouncements

 

In November 2024, the FASB issued ASU No. 2024-03 Expense Disaggregation Disclosures (Subtopic 220-40) to require public business entities to disclose disaggregated information about expenses to help investors better understand an entity's performance,better assess the entity's prospects for future cash flows, and compare an entity's performance over time and with that of other entities. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods with annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements.

 

 

 

 

 

12

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

2. Net Income per Common Share

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

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

 

 

 

March 28,

 

 

March 29,

 

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 

 

27,587,327

 

 

 

27,422,461

 

Effect of dilutive securities:

 

 

 

 

 

 

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

 

 

797,640

 

 

 

253,465

 

Dilutive weighted average common shares outstanding

 

 

28,384,967

 

 

 

27,675,926

 

 

Approximately 86 shares of common stock equivalents were excluded from the computations of diluted net income per common share for the three months ended March 28, 2025, as compared to three thousand shares for the three months ended March 29, 2024, as inclusion would have had an anti-dilutive effect on diluted net income per common share. In addition, 1.3 million restricted stock units in the three months ended March 28, 2025, were excluded from the computations of diluted net income per common share as they are contingently issuable shares with market-related conditions that have not been satisfied. Please see Note 7 for further information.

3. Accounts Receivable and Contract Assets, Net

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

 

 

March 28,

 

 

December 27,

 

 

 

2025

 

 

2024

 

Accounts receivable

 

$

39,259

 

 

$

35,926

 

Contract assets (unbilled revenue)

 

 

26,110

 

 

 

23,530

 

Allowance for doubtful accounts

 

 

(2,814

)

 

 

(2,377

)

Accounts receivable and contract assets, net

 

$

62,555

 

 

$

57,079

 

 

Accounts receivable as of March 28, 2025 and December 27, 2024, is net of uncollected advanced billings. Contract assets as of March 28, 2025 and December 27, 2024, includes recognized recoverable costs and accrued profits on contracts for which billings had not been presented to clients. As of December 29, 2023, the Company had accounts receivable and contract assets of $35.6 million and $17.5 million, respectively. The allowance for doubtful accounts includes reserves related to client collection concerns and aged receivables. The Company has included $8.1 million and $7.8 million as of March 28, 2025 and December 27, 2024, respectively, in accounts receivable for certain software-related contract assets (unbilled revenue) that are multi-year in nature.

 

 

 

 

 

 

 

 

 

 

 

13

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):

 

 

 

March 28,

 

 

December 27,

 

 

 

2025

 

 

2024

 

Accrued compensation and benefits

 

$

10,256

 

 

$

10,593

 

Accrued bonuses

 

 

2,117

 

 

 

9,284

 

Dividend payable

 

 

3,318

 

 

 

3,024

 

Accrued sales, use, franchise and VAT tax

 

 

2,607

 

 

 

2,632

 

Non-cash stock based compensation accrual

 

 

145

 

 

 

974

 

Acquisition-related liabilities

 

 

2,728

 

 

 

1,788

 

Other accrued expenses

 

 

2,673

 

 

 

2,494

 

Total accrued expenses and other liabilities

 

$

23,844

 

 

$

30,789

 

 

5. Lease Commitments

 

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 5 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 Company has certain leases that have terms that are a year or less and are accounted on a straight-line basis over the term of the lease. The Company recognized $38 thousand and $37 thousand of lease expense in the three months ended March 28, 2025 and March 29, 2024, respectively, on these leases.

 

The components of lease expense were as follows for the three months ended March 28, 2025 (in thousands):

 

Operating lease cost

 

$

320

 

 

 

 

 

Total net lease costs

 

$

320

 

 

The weighted average remaining lease term is 3.2 years. The weighted average discount rate utilized is 5.7%. For the three months ended March 28, 2025, the Company paid $0.3 million from operating cash flows for its operating leases.

Future minimum lease commitments under non-cancellable operating leases as of March 28, 2025, were as follows (in thousands):

2025 (excluding the three months ended March 28, 2025)

 

$

969

 

2026

 

 

1,112

 

2027

 

 

809

 

2028 and thereafter

 

 

650

 

Total lease payments

 

 

3,540

 

Less imputed interest

 

 

(402

)

Total

 

$

3,138

 

As of March 28, 2025, the Company does not have any additional material operating leases that have not yet commenced.

14

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

6. Credit Facility

On November 7, 2022, the Company entered into a third amended and restated credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, and the lenders party thereto, pursuant to which the lenders agreed to amend and restate its existing credit agreement, in order to extend the maturity date of the revolving line of credit and provide the Company with an additional $55.0 million in borrowing capacity, for an aggregate amount of up to $100.0 million from time to time pursuant to a revolving line of credit (the “Credit Facility”). The Credit Facility matures on November 7, 2027.

The obligations of Hackett under the Credit Facility 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.

The interest rates per annum applicable to loans under the Credit Facility will be, at the Company’s option, equal to either a base rate or a Secured Overnight Financing Rate ("SOFR") rate. The applicable margin percentage is based on the consolidated leverage ratio, as defined in the Credit Agreement. As of March 28, 2025, the applicable margin percentage was 1.50% per annum for the SOFR rate, and 0.75% per annum, for the base rate. As of March 28, 2025, the interest rate on the Company's outstanding debt was 5.9%, utilizing the SOFR margin percentage. The interest rate of the commitment fee as of March 28, 2025 was 0.125%. Interest payments are made monthly.

The Company is subject to certain covenants, including total consolidated leverage, fixed cost coverage and liquidity requirements, each as set forth in the Credit Agreement, subject to certain exceptions. As of March 28, 2025, the Company was in compliance with all covenants.

As of March 28, 2025, the Company had $18.0 million of outstanding debt, excluding $0.3 million of deferred debt costs, which will be amortized over the remaining life of the Credit Facility. As of December 27, 2024, the Company had $13.0 million of outstanding debt, excluding $0.3 million of deferred debt costs. Subsequent to March 28, 2025, the Company borrowed an incremental $5.0 million under its Credit Agreement.

7. Stock Based Compensation

 

Restricted Stock Units

On September 16 and 17, 2024, the Company granted its Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and certain other Company leaders performance-based restricted stock units, in the amounts of 786,885, 413,115, 72,000, and 607,350, respectively. In connection with the awards, the annual equity incentive award opportunities for the recipients during the performance period of the awards will be reduced by 50% compared to the annual equity incentive award opportunities in the Company’s executive compensation program for 2024. The awards are split into three equal tranches with each tranche having its own market condition and service condition. The market condition is met when the Company’s stock price reaches a certain share price hurdle for twenty consecutive trading days during the performance period from the grant date through December 31, 2028. The share price hurdles are $30, $40, and $50 for the first, second, and third tranches, respectively. Additionally, the service condition is met if the employee is employed on the first, second, and third anniversary of the grant date for the first tranche, second tranche, and third tranche, respectively.

Furthermore, if the second or third tranches are not met during the performance period, and the volume weighted average of the Company’s stock price falls between two share price hurdles for over 20 consecutive trading days immediately prior to the end of the performance period, the employee will vest in an interpolated amount of the next tranche.

The Company used a Monte Carlo valuation model to determine the fair value of the three tranches as of the grant date. The Monte Carlo valuation model, using different share price paths, calculates a derived service period which is the median share price path on which the market condition is satisfied for each tranche. The requisite service period was determined to be service conditions as the service conditions are greater than the derived service period. For each of the three tranches, stock compensation expense is recognized on a straight-line basis over the requisite service period. The Company has elected to account for forfeitures as incurred. If an employee forfeits nonvested shares subsequent to meeting a service condition, the previously recognized expense is not reversed. If an employee forfeits nonvested shares prior to meeting the service condition, the previously recognized expense is reversed.

15

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

7. Stock Based Compensation (continued)

 

As of December 27, 2024 and March 28, 2025, the market conditions for the first tranche had been met and as such, although the shares had not vested, the shares were included in the Company's dilutive shares outstanding for both periods. As of December 27, 2024 and March 28, 2025, the market conditions for the second and third tranche had not been met and had not vested, therefore shares were not included in the Company's basic or dilutive shares outstanding. The stock price award program non-cash stock compensation expense was $5.1 million for the three months ended March 28, 2025. As of March 28, 2025, there was $18.8 million of total unrecognized non-cash stock based compensation expense which is expected to be recognized over a weighted average period of 1.4 years

The following tables summarize information about the Company’s stock price appreciation equity program awards described above:

Award Summary

 

Tranche

 

Grant Date Fair Value

 

 

Share Price Vesting Conditions*

 

Underlying Share #

 

 

Contractual Service Period

 

Derived Service Period

 

 

September 16, 2024

 

 

September 17, 2024

 

 

Both Grant Dates

 

September 16, 2024

 

 

September 17, 2024

 

 

Both Grant Dates

 

September 16, 2024

 

September 17, 2024

1

 

$

21.26

 

 

$

22.85

 

 

>$30pershare

 

 

424,000

 

 

 

202,450

 

 

1 year

 

0.60 years

 

0.46 years

2

 

$

14.96

 

 

$

16.31

 

 

$30to$40pershare

 

 

424,000

 

 

 

202,450

 

 

2 years

 

2.00 years

 

1.86 years

3

 

$

9.93

 

 

$

11.03

 

 

$40to$50pershare

 

 

424,000

 

 

 

202,450

 

 

3 years

 

2.71 years

 

2.60 years

The following table summarizes the fair value assumption utilized in the Monte Carlo valuation model to calculate fair value:

 

 

 

 

 

 

 

 

 

 

 

Grant Date

 

Volatility

 

 

Risk Free Interest Rate

 

 

Dividend Yield

 

September 16, 2024

 

 

29.5

%

 

 

3.38

%

 

 

1.70

%

September 17, 2024

 

 

29.5

%

 

 

3.41

%

 

 

1.65

%

 

In connection with the acquisition of LeewayHertz (Note 1), the Company entered into an employment agreement with the selling shareholder and certain key employees by which the Company granted 439,453 restricted stock units, with either both performance and service requirements or just service requirements at a grant-date fair value of $25.86 per share with four year vesting terms. For the three months ended March 28, 2025, the Company recorded $1.8 million of non-cash stock compensation expense.

During the three months ended March 28, 2025, the Company issued 296,629 restricted stock units, respectively, at a weighted average grant date fair value of $31.87 per share, respectively. As of March 28, 2025, the Company had 3,202,570 restricted stock units outstanding at a weighted average grant date fair value of $20.03 per share. As of March 28, 2025, $46.7 million of total restricted stock unit non-cash stock based compensation expense related to unvested awards had not been recognized and is expected to be recognized over a weighted average period of approximately 2.1 years, including the stock appreciation equity program awards discussed above.

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

8. Shareholders’ Equity

Treasury Stock

On July 30, 2002, the Company announced that its Board of Directors approved the repurchase of the Company’s common stock through its share repurchase program. Since the inception of the repurchase plan, the Board of Directors has approved the repurchase of $307.2 million of the Company’s common stock. As of March 28, 2025, the Company had affected cumulative purchases under the plan of $285.9 million, leaving $21.3 million available for future purchases.

 

 

16

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

8. Shareholders’ Equity (continued)

During the three months ended March 28, 2025, the Company repurchased 206 thousand shares on the open market and from members of the Company's Board of Directors at an average price per share of $30.16 for a total cost of $6.2 million. This includes the Company's repurchase of 53 thousand shares from members of its Chief Financial Officer and members of its Board of Directors at an average price per share of $30.75 for a total cost of $1.6 million.

There is no expiration of the Company's repurchase authorization. Under the repurchase plan, the Company may buy back shares of its outstanding stock either on the open market or through privately negotiated transactions, subject to market conditions and trading restrictions. The Company holds repurchased shares of its common stock as treasury stock and accounts for treasury stock under the cost method.

Shares purchased under the repurchase plan do not include shares withheld to satisfy withholding tax obligations. These withheld shares are never issued and in lieu of issuing the shares, taxes were paid on the employee’s behalf. During the three months ended March 28, 2025, the Company withheld and did not issue 173 thousand shares for a cost of $5.5 million. During the three months ended March 29, 2024, the Company withheld and did not issue 162 thousand shares for a cost of $3.8 million. The shares withheld for taxes are included under issuance of common stock in the accompanying consolidated statements of shareholders’ equity.

Dividend Program

During the three months ended March 28, 2025, the Company declared its first quarterly dividend to its shareholders for an aggregate of $3.3 million, which were paid in April 2025. These dividends were paid from U.S. domestic sources and are accounted for as a decrease to retained earnings. Subsequent to March 28, 2025, the Company declared its second quarter dividend in 2025 to be paid in July 2025.

9. Transactions with Related Parties

During the first three months ended March 28, 2025, the Company repurchased 53 thousand shares of its common stock from its Chief Financial Officer and members of its Board of Directors for $1.6 million, or $30.75 per share.

10. Litigation

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

11. Segment Information and Geographical Data

The Company has organized its operating and internal reporting structure to align with its primary market solutions. In accordance with ASC 280, the Company determined it has three operating segments and three reportable segments: (1) Global S&BT, (2) Oracle Solutions, and (3) SAP Solutions. Global S&BT includes the results of the Company’s strategic business consulting practices; Oracle Solutions includes the results of the Company’s Oracle EPM/ERP and AI Enablement practices; SAP Solutions includes the Company’s SAP applications and related SAP service offerings. The SAP Solutions reportable segment is the only segment that contains software-related revenue.

 

The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer (CEO), reviews the financial information presented for purposes of allocating resources and evaluating segment financial performance. The CODM primarily uses revenue before reimbursement generated by the segment, cost of sales, gross margin, selling, general and administrative costs and contribution margin as a measure of profitability for each of its segments as these measures provide a comprehensive view of the segments’ financial performance. The measurement criteria for segment profit or loss are substantially the same for each reportable segment, excluding any unusual or infrequent items, if any. Unallocated costs include corporate costs related to the administrative functions that are performed in a centralized manner and that are not attributable to a particular segment, depreciation and amortization expense, interest expense, non-cash compensation expense and any non-recurring transactions. Segment information related to assets has been omitted as the chief operating decision maker does not receive discrete financial information regarding assets at the segment level. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

17

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

11. Segment Information and Geographical Data (continued)

The tables below set forth information about the Company’s operating segments for the three months ended March 28, 2025 and March 29, 2024, along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated financial statements (in thousands):

 

 

Quarter Ended

 

 

 

March 28,

 

 

March 29,

 

 

 

2025

 

 

2024

 

Global S&BT:

 

 

 

 

 

 

Revenue before reimbursements*

 

$

42,642

 

 

$

40,254

 

Cost of sales

 

 

22,325

 

 

 

23,284

 

Gross margin

 

 

20,317

 

 

 

16,970

 

Selling, general and administrative costs

 

 

7,531

 

 

 

6,917

 

Contribution margin

 

 

12,786

 

 

 

10,053

 

Oracle Solutions:

 

 

 

 

 

 

Revenue before reimbursements*

 

$

20,396

 

 

$

21,068

 

Cost of sales

 

 

13,695

 

 

 

13,998

 

Gross margin

 

 

6,701

 

 

 

7,070

 

Selling, general and administrative costs

 

 

2,334

 

 

 

1,809

 

Contribution margin

 

 

4,367

 

 

 

5,261

 

SAP Solutions:

 

 

 

 

 

 

Revenue before reimbursements*

 

$

13,193

 

 

$

14,406

 

Cost of sales

 

 

7,139

 

 

 

7,074

 

Gross margin

 

 

6,054

 

 

 

7,332

 

Selling, general and administrative costs

 

 

1,804

 

 

 

2,450

 

Contribution margin

 

 

4,250

 

 

 

4,882

 

Total Company:

 

 

 

 

 

 

Total segment contribution margin

 

 

21,403

 

 

 

20,196

 

 

 

 

 

 

 

 

Items not allocated to segment level:

 

 

 

 

 

 

Corporate general and administrative expenses**

 

 

5,656

 

 

 

5,028

 

Non-cash stock based compensation expense

 

 

2,765

 

 

 

2,599

 

Stock price award program compensation expense***

 

 

5,142

 

 

 

-

 

Acquisition-related cash compensation expense

 

 

308

 

 

 

-

 

Acquisition-related non-cash stock based compensation expense

 

 

1,765

 

 

 

-

 

Acquisition-related costs

 

 

194

 

 

 

-

 

Legal settlement and related costs

 

 

-

 

 

 

102

 

Depreciation expense

 

 

1,025

 

 

 

942

 

Amortization expense

 

 

145

 

 

 

-

 

Interest expense, net

 

 

202

 

 

 

472

 

Income before taxes

 

$

4,201

 

 

$

11,053

 

*Total revenue includes reimbursable expenses, which are project travel-related expenses passed through to a client with no associated operating margin.

**Corporate general and administrative expenses primarily include costs related to business support functions including accounting and finance, human resources, legal, information technology and office administration, as well as any foreign currency gains and losses. Corporate general and administrative expenses exclude one-time, non-recurring expenses and benefits, which are disaggregated in the above table.

***See Note 7.

 

 

 

18

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

11. Segment Information and Geographical Data (continued)

 

The tables below set forth information on the Company's geographical data. Total revenue, which is primarily based on the country of the contracting entity, was attributed to the following geographical areas (in thousands):

 

 

 

Quarter Ended

 

 

 

March 28,

 

 

March 29,

 

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

United States

 

$

64,011

 

 

$

64,751

 

Europe

 

 

8,355

 

 

 

7,993

 

Other (Australia, Canada, India and Uruguay)

 

 

5,499

 

 

 

4,443

 

Total revenue

 

$

77,865

 

 

$

77,187

 

 

 

 

 

 

 

 

 

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

 

 

 

March 28,

 

 

December 27,

 

 

 

2025

 

 

2024

 

Long-lived assets:

 

 

 

 

 

 

United States

 

$

101,110

 

 

$

100,676

 

Europe (U.K., Germany and Netherlands)

 

 

14,787

 

 

 

14,247

 

Other (Australia, Canada, India and Uruguay)

 

 

862

 

 

 

608

 

Total long-lived assets

 

$

116,759

 

 

$

115,531

 

 

The domestic long-lived assets above include the provisional LeewayHertz allocation of goodwill of $5.1 million and intangible assets of $2.2 million. See Note 1 for additional information. As of March 28, 2025 and December 27, 2024, foreign assets included $14.4 million and $14.0 million, respectively, of goodwill related to acquisitions, of $13.5 million and $13.1 million, respectively, were attributed to the U.K. Provisional goodwill of $5.8 million related to the Company's acquisition of LeewayHertz, is included in the United States and was allocated to the Global S&BT segment.

 

 

 

 

19

 

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 (the "Exchange Act"). We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. All statements regarding our expected financial position and operating results, our business strategy, our financing plans and forecasted demographic and economic trends relating to our industry are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” or “intend” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. We cannot promise you that our expectations reflected in such forward-looking statements will turn out to be correct. Factors that could impact such forward-looking statements include, among others, changes in worldwide and U.S. economic conditions that impact business confidence and the demand for our products and services, our ability to transition our capabilities to support generative artificial intelligence ("A.I.")-related consulting services and solutions, our ability to effectively integrate acquisitions, including the LeewayHertz acquisition, into our operations, our ability to manage joint ventures and successfully cooperate with our joint venture partners, our ability to retain existing business, our ability to attract additional business, our ability to effectively market and sell our product offerings and other services, the timing of projects and the potential for contract cancellation by our customers, changes in expectations regarding the business consulting and information technology industries, our ability to attract and retain skilled employees, possible changes in collections of accounts receivable due to the bankruptcy or financial difficulties of our customers, risks of competition, price and margin trends, foreign currency fluctuations, the impact of the geopolitical conflict involving Russia and Ukraine and in the Middle East on our business and changes in general economic conditions, interest rates, tariffs and trade barriers and our ability to obtain additional debt financing if needed. An additional description of our risk factors is described in Part I – Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 27, 2024.

 

OVERVIEW

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

 

Hackett is a global IP platform-based Generative Artificial Intelligence ("Gen AI") strategic consulting and executive advisory digital transformation firm. The Hackett Group provides dedicated expertise in Gen AI enabled enterprise transformation services across front, mid and back office areas, including its highly recognized Oracle, SAP, OneStream and Coupa implementation offerings.

In early 2024, we launched our AI assessment platform, AI XPLR which helps clients identify, evaluate and design Gen AI enablement opportunities. Using AI XPLR, our experienced professionals guide organizations to harness the power of Gen AI solutions designed to digitally transform their operations to achieve quantifiable, breakthrough results, allowing us to be key architects of our clients' Gen AI journey.

 

We believe Gen AI will fundamentally change the way companies operate as well as the way consulting services are sold and delivered. We believe the Gen AI platform capabilities we have developed in AI XPLR which were expanded with ZBrain, which we acquired as part of the LeewayHertz acquisition, is highly differentiating and we expect will enable us to effectively compete in this emerging and important space.

The Hackett Group has completed over 27,500 benchmarking and performance studies with major organizations. These studies are executed utilizing our Quantum Leap platform which drives our Digital Transformation Platform (“DTP” or “Hackett DTP”). This includes the firm's benchmarking metrics, best practices repository, and best practice configuration and process flow accelerators, which enables our clients and partners to achieve digital world-class performance. We consider this, along with our recent innovations, our core Hackett Intellectual Property ("IP") which allows us to identify, design and evaluate transformation opportunities to be proprietary and key components of our Hackett solutioning IP.

Our transformation expertise is grounded in best practices insights from benchmarking the world’s leading businesses – including 97% of the Dow Jones Industrials, 90% of the Fortune 100, 70% of the DAX 40 and 51% of the FTSE 100, which inform and are delivered by our platforms.

20

 

 

Impact of Macroeconomic Conditions 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. Any deterioration in the current macroeconomic environment or economic downturn as a result of weak or uncertain economic conditions due to inflation, high interest rates, tariffs, national or geopolitical events or other factors impacting economic activity or business confidence could adversely affect our clients' financial condition or outlook which may reduce the clients' demand for our services.

 

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, our results of operations (in thousands and unaudited):

 

 

 

Quarter Ended

 

 

 

March 28,

March 29,

 

 

 

2025

2024

 

Revenue:

 

 

 

 

 

 

Revenue before reimbursements

 

$

76,231

 

 

$

75,727

 

Reimbursements

 

 

1,634

 

 

 

1,460

 

Total revenue

 

 

77,865

 

 

 

77,187

 

Costs and expenses:

 

 

 

 

 

 

Cost of service:

 

 

 

 

 

 

Personnel costs before reimbursable expenses (includes $4,928 and $1,393 of stock compensation expense in the three months ended March 28, 2025 and March 29, 2024, respectively)

 

 

48,380

 

 

 

45,771

 

Reimbursable expenses

 

 

1,634

 

 

 

1,460

 

Total cost of service

 

 

50,014

 

 

 

47,231

 

Selling, general and administrative costs (includes $4,744 and $1,206 of stock compensation expense in the three months ended March 28, 2025 and March 29, 2024, respectively)

 

 

23,448

 

 

 

18,329

 

Legal settlement and related costs

 

 

—

 

 

 

102

 

Total costs and operating expenses

 

 

73,462

 

 

 

65,662

 

 

 

 

 

 

 

 

Income from operations

 

 

4,403

 

 

 

11,525

 

Other expense, net:

 

 

 

 

 

 

Interest expense, net

 

 

(202

)

 

 

(472

)

Income before income taxes

 

 

4,201

 

 

 

11,053

 

Income tax expense

 

 

1,058

 

 

 

2,322

 

Net income

 

$

3,143

 

 

$

8,731

 

Diluted net income per common share

 

$

0.11

 

 

$

0.32

 

 

Revenue. We are a global Company with operations in our primary markets 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 three months ended March 28, 2025 and the three months ended March 29, 2024. In this MD&A, we discuss revenue based on geographical location of engagement team personnel.

 

Our Company total revenue was $77.9 million during the first three months of 2025, as compared to $77.2 million in the same period in 2024. In the first three months of 2025 and 2024, one customer accounted for 9% of our Company total revenue in both periods.

 

Segment revenue. The Company has three reportable segments: Global Strategy & Business Transformation (Global S&BT), Oracle Solutions and SAP Solutions. Global S&BT includes S&BT Gen A.I. and Business Transformation Consulting, Benchmarking, Business Advisory Services, Intellectual Property as-a-Service (IPASS) and OneStream offerings. Oracle Solutions and SAP Solutions support the two fundamentally distinct ERP systems: Oracle and SAP.

 

21

 

The following table sets forth total revenue by operating segment, which includes reimbursable expenses related to project travel-related expenses passed through to a client with no associated operating margin (in thousands):

 

 

 

Quarter Ended

 

 

 

March 28,

 

 

March 29,

 

 

 

2025

 

 

2024

 

Global S&BT

 

$

43,357

 

 

$

40,892

 

Oracle Solutions

 

 

21,085

 

 

 

21,729

 

SAP Solutions

 

 

13,423

 

 

 

14,566

 

Total revenue

 

$

77,865

 

 

$

77,187

 

 

Global S&BT total revenue was $43.4 million and $40.9 million during the first three months of 2025 and 2024, respectively. This increase was related to growth in our Gen AI consulting and implementation offerings, partially offset by weakness in our OneStream and eProcurement implementation offerings.

Oracle Solutions total revenue was $21.1 million and $21.7 million during the first three months of 2025 and 2024, respectively. The decrease is primarily due to the post go-live wind down of a large engagement which tempered our momentum as we moved into the first quarter of 2025.

SAP Solutions total revenue was $13.4 million and $14.6 million during the first three months of 2025 and 2024, respectively. The decrease in revenue during the first three months of 2025, as compared to the same period in 2024, was primarily due to the over performance in the fourth quarter of 2024, which tempered our first quarter results.

Reimbursements as a percentage of Company total revenue were 2% during both the first three months of 2025 and 2024. Reimbursements are project travel-related expenses passed through to a client with no associated operating margin.

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

Personnel costs before reimbursable expenses increased 6%, to $48.4 million for the first three months of 2025, as compared to $45.8 million in the same period of 2024. The increase was primarily related to the stock price award program and the acquisition related non-cash stock compensation expense relating to the LeewayHertz acquisition. Personnel costs as a percentage of total Company total revenue were 62% and 59% during the first three months of 2025 and 2024, respectively.

Non-cash stock based compensation expense, included in personnel costs before reimbursable expenses was $4.9 million and $1.4 million during the first three months of 2025 and 2024, respectively. This increase was primarily related to increased non-cash stock compensation from the stock price appreciation equity program issuances (Note 7) and to the acquisition related non-cash stock compensation expense (Note 1 and Note 7).

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 stock based compensation expense and various other overhead expenses.

SG&A costs increased 28%, to $23.4 million, as compared to $18.3 million for the same period in 2024, respectively. This increase in the costs during the first three months of 2025 was primarily due to increased non-cash stock based compensation from the stock price appreciation equity program issuances (Note 7). SG&A costs as a percentage of total Company revenue were 30% during the first three months of 2025, respectively, as compared to 24% during the same period in 2024.

Non-cash stock based compensation expense, included in SG&A, was $4.7 million and $1.2 million during the first three months of 2025 and 2024, respectively. The increase in the first three months of 2025 primarily relates to the non-cash stock compensation expense from the stock price appreciation equity program issuances (Note 7).

Amortization expense was $145 thousand for the first three months of 2025 which was related to the intangible assets acquired in our September 2024 acquisition of LeewayHertz. There was no intangible amortization in the first three months of 2024.

Segment Profit. Segment profit consists of the revenue generated by the segment, less the direct costs of revenue and selling, general and administrative expenses that are incurred directly by the segment. Items not allocated to the segment level include corporate costs related to the administrative functions that are performed in a centralized manner and that are not attributable to a particular segment. These administrative function costs include corporate general and administrative expenses, non-cash compensation, depreciation expense, interest expense and legal settlement and related costs.

22

 

Global S&BT segment profit was $12.8 million during the first three months of 2025, respectively, as compared to $10.1 million for the same period in 2024. This increase in the first three months of 2025 was primarily due to the revenue growth in our Gen A.I. consulting and implementation offerings, partially offset by weakness in our OneStream and eProcurement implementation offerings as mentioned above.

Oracle Solutions segment profit was $4.4 million during the first three months of 2025, as compared to $5.3 million for the same period in 2024, respectively. The decrease during the first three months of 2025 was primarily due to decreased revenues and increased headcount related costs, partially offset by decreased incentive compensation accruals related to performance.

SAP Solutions segment profit was $4.3 million during the first three months of 2025, as compared to $4.9 million for the same period in 2024. The decrease in segment profit in the first three months of 2025, as compared to the same period in 2024, was primarily due to lower software-related activity in the quarter, partially offset by resulting lower commissions accruals.

 

Legal Settlement and Related Costs. In May 2023, Gartner, Inc. ("Gartner") filed a lawsuit seeking a preliminary injunction and damages against the Company and two ex-Gartner employees that were hired by us. On February 17, 2024, we, Gartner and the two ex-Gartner employees entered into a settlement agreement whereby we made a settlement payment of $985,000 to Gartner in exchange for a dismissal of the lawsuit and a release of all claims which is reflected in our Consolidated Statement of Operations for the year ended December 27, 2024. In addition, we incurred incremental legal costs related to the settlement which were recorded as expense in the period incurred.

Interest Expense, Net. Interest expense, net was $0.2 million and $0.5 million during the first three months of 2025 and 2024, respectively. As of March 28, 2025, we had outstanding debt of $18 million, excluding debt issue costs. As of March 29, 2024, we had outstanding debt of $31.0 million, excluding debt issue costs.

Income Taxes. During the first three months of 2025, we recorded $1.1 million of income tax expense related to certain federal, foreign and state taxes which reflected an effective tax rate of 25.2%, respectively. During the first three months of 2024, we recorded $2.3 million of income tax expense related to certain federal, foreign and state taxes which reflected an effective tax rate of 21.0%.

Liquidity and Capital Resources

As of March 28, 2025 and December 27, 2024, we had $9.2 million and $16.4 million, respectively, classified as cash on the consolidated balance sheets. We currently believe that available funds (including the cash on hand and funds available for borrowing under our revolving line of credit the "Credit Facility") and cash flows generated by operations will be sufficient to fund our working capital requirements, including debt payments, lease obligations and capital expenditures for at least the next twelve months and beyond. We may decide to raise additional funds in order to fund expansion, to develop new or further enhance products and services, to respond to competitive pressures, or to acquire complementary businesses or technologies. There is no assurance that additional financing would be available when needed or desired. Our cash requirements have not changed materially from those disclosed in Item 7 included in Part II of our Annual Report on Form 10-K for the year ended December 27, 2024.

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

 

 

 

Quarter Ended

 

 

 

March 28,

 

 

March 29,

 

 

 

2025

 

 

2024

 

Cash flows provided by operating activities

 

$

4,194

 

 

$

2,792

 

Cash flows used in investing activities

 

$

(1,544

)

 

$

(948

)

Cash flows used in financing activities

 

$

(9,745

)

 

$

(9,833

)

Cash Flows from Operating Activities

Net cash provided by operating activities was $4.2 million during the first three months of 2025, as compared to $2.8 million during the same period in 2024. In 2025 and 2024, the net cash provided by operating activities was primarily due to net income adjusted for non-cash items and increases in contract liabilities, partially offset by increases in accounts receivable and contract assets, decreases in accrued liabilities and other accruals primarily due to payments of the prior year earned incentive compensation liabilities and payments to vendors.

23

 

Cash Flows from Investing Activities

Net cash used in investing activities was $1.5 million during the first three months of 2025, as compared to $0.9 million during the same period in 2024. During both the first three months periods of 2025 and 2024, cash flows used in investing activities also included investments made to the continued development of our Hackett Connect Executive Advisory member platform and continued development of our QL benchmark, DTP technologies and our Gen A.I. platforms, AI XPLR and ZBrain.

Cash Flows from Financing Activities

Net cash used in financing activities was $9.7 million and $9.8 million during the first three months of 2025 and 2024, respectively. The usage of cash in 2025 primarily related to the repurchase of $11.7 million of the Company's common stock and dividend payments of $3.0 million, partially offset by the $5.0 million drawdown on our Credit Facility. The usage of cash in 2024 primarily related to the repurchase of $4.8 million of the Company's common stock, dividend payments of $3.0 million and the repayment of borrowings of $2.0 million related to our Credit Facility.

As of March 28, 2025, we had $18.0 million of outstanding borrowings under our Credit Facility, excluding deferred debt costs, leaving us with a capacity of approximately $82.0 million.

24

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As of March 28, 2025, 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 Credit Facility, which is subject to variable interest rates. Under our credit agreement, the interest rates per annum applicable to loans under the Credit Facility was, at our option, equal to a base 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 Credit Facility would not have had a material impact on our results of operations for the quarter ended March 28, 2025.

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 Reporting

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.

Item 5. Other Information.

Rule 10b5-1 Trading Arrangements

During the three months ended March 28, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

25

 

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

 

For a discussion of our potential risks and uncertainties, see the risk factor below and the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 27, 2024.

 

There have been no material changes to any of the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 27, 2024.

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

Issuer Purchases of Equity Securities

During the quarter ended March 28, 2025, the Company repurchased 206 thousand shares at an average price of $30.16 per share for a total cost of $6.2 million. As of March 28, 2025, the Company had $21.3 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(1)

 

of Shares

 

 

Paid per Share

 

 

Program

 

 

Program

 

Balance as of December 27, 2024

 

 

 

 

 

 

 

 

 

 

$

27,515,833

 

December 28, 2024 to January 24, 2025

 

 

—

 

 

$

—

 

 

 

—

 

 

$

27,515,833

 

January 25, 2025 to February 21, 2025

 

 

53,183

 

 

$

30.75

 

 

 

53,183

 

 

$

25,880,318

 

February 22, 2025 to March 28, 2025

 

 

152,386

 

 

$

29.96

 

 

 

152,386

 

 

$

21,315,284

 

 

 

 

205,569

 

 

$

30.16

 

 

 

205,569

 

 

 

 

(1) On July 30, 2002, the Board of Directors approved and announced the repurchase program. As of March 28, 2025, the Board of Directors had approved a cumulative authorization of $307.2 million with cumulative purchases under the plan of $285.9 million, leaving $21.3 million available for future purchases. There is no expiration date on the current authorization.

 

Shares repurchased during the three months ended March 28, 2025 under the repurchase plan do not include 173 thousand shares for a cost of $5.5 million that the Company bought back to satisfy employee net vesting obligations.

26

 

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 with embedded Linkbases Document.

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.

 

27

 

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: May 7, 2025

 

/s/ Robert A. Ramirez

 

 

Robert A. Ramirez

 

 

Executive Vice President, Finance and Chief Financial Officer

 

28