Hackett Group, Inc 10-Q for FY2021 Q2
Hackett Group, Inc. (HCKT)
About this 10-Q
Hackett Group, Inc filed this 10-Q on August 11, 2021, covering the quarter ended July 2, 2021 (FY2021 Q2).
Headline figures
Quarter ended July 2, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $73.2M
- up 38.8% from $52.75M a year earlier
- Net income
- $10.53M
- compared with a net loss of $3.93M a year earlier
- Diluted EPS
- $0.32
- compared with -$0.13 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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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
The
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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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.
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).
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.
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Large Accelerated Filer |
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Non-Accelerated Filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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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 August 5, 2021, there were
The Hackett Group, Inc.
TABLE OF CONTENTS
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Item 1. |
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Consolidated Balance Sheets as of July 2, 2021 (unaudited) and January 1, 2021 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 6. |
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2
PART I — FINANCIAL INFORMATION
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ITEM 1. |
FINANCIAL STATEMENTS |
The Hackett Group, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
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July 2, |
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January 1, |
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2021 |
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2021 |
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ASSETS |
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Current assets: |
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Cash |
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$ |
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Accounts receivable and contract assets, net of allowance of $ |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Other assets |
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Goodwill |
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Operating lease right-of-use assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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Accrued expenses and other liabilities |
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Contract liabilities (deferred revenue) |
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Operating lease liabilities |
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Total current liabilities |
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Non-current deferred tax liability, net |
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Operating lease liabilities |
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Total liabilities |
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Commitments and contingencies |
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Shareholders’ equity: |
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Preferred stock, $ issued and outstanding |
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Common stock, $ |
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Additional paid-in capital |
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Treasury stock, at cost, and January 1, 2021, respectively |
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Accumulated deficit |
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Accumulated other comprehensive loss |
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Total shareholders' equity |
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Total liabilities and shareholders' equity |
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$ |
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$ |
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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)
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Quarter Ended |
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Six Months Ended |
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July 2, |
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June 26, |
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July 2, |
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June 26, |
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2020 |
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2020 |
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Revenue: |
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Revenue before reimbursements |
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$ |
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$ |
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$ |
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Reimbursements |
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Total revenue |
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Costs and expenses: |
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Cost of service: |
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Personnel costs before reimbursable expenses |
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Stock compensation expense |
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Reimbursable expenses |
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Total cost of service |
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Selling, general and administrative costs |
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Stock compensation expense |
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Restructuring costs |
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— |
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— |
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Total costs and operating expenses |
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Income (loss) from operations |
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Other expense: |
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Interest expense |
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Income (loss) from operations before income taxes |
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Income tax expense (benefit) |
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Income (loss) from continuing operations |
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Loss from discontinued operations |
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— |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
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Basic net income (loss) per common share: |
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Income (loss) per common share from continuing operations |
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$ |
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$ |
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$ |
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$ |
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Loss per common share from discontinued operations |
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- |
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- |
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Net income (loss) per common share |
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$ |
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$ |
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$ |
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$ |
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Diluted net income (loss) per common share: |
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Income (loss) per common share from continuing operations |
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$ |
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$ |
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$ |
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$ |
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Loss per common share from discontinued operations |
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- |
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- |
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Net income (loss) per common share |
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$ |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of the consolidated financial statements.
4
The Hackett Group, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
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Quarter Ended |
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Six Months Ended |
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July 2, |
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June 26, |
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July 2, |
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June 26, |
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2021 |
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2020 |
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2020 |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
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Foreign currency translation adjustment |
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Total comprehensive income (loss) |
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$ |
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$ |
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$ |
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$ |
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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)
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Six Months Ended |
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July 2, |
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June 26, |
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2021 |
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2020 |
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Cash flows from operating activities: |
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Net income |
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$ |
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$ |
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Less loss from discontinued operations |
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Net income from continuing operations |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation expense |
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Amortization expense |
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Amortization of debt issuance costs |
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Non-cash stock compensation expense |
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Provision for doubtful accounts |
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Loss (gain) on foreign currency translation |
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Deferred income tax expense |
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Changes in assets and liabilities: |
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(Increase) decrease in accounts receivable and contract assets |
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Decrease (increase) in prepaid expenses and other assets |
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Decrease in accounts payable |
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Increase in accrued expenses and other liabilities |
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Increase in income tax payable |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Purchases of property and equipment |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Proceeds from ESPP |
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Dividends paid |
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Repurchase of common stock |
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( |
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Net cash used in financing activities |
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Effect of exchange rate on cash |
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Net increase in cash and cash equivalents |
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Cash at beginning of period |
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Cash at end of period |
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$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Cash paid for income taxes |
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$ |
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$ |
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Cash paid for interest |
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$ |
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$ |
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The accompanying notes are an integral part of the consolidated financial statements.
6
The Hackett Group, Inc.
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands)
(unaudited)
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Accumulated |
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Additional |
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Other |
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Total |
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Common Stock |
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Paid in |
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Treasury Stock |
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Accumulated |
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Comprehensive |
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Shareholders' |
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Shares |
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Amount |
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Capital |
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Shares |
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Amount |
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Deficit |
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Loss |
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Equity |
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Balance at January 1, 2021 |
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$ |
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$ |
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( |
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$ |
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$ |
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$ |
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$ |
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Issuance of common stock |
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— |
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( |
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— |
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— |
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— |
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— |
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( |
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Treasury stock purchased |
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— |
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— |
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— |
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( |
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( |
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— |
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— |
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( |
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Amortization of restricted stock units and common stock subject to vesting requirements |
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— |
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— |
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— |
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— |
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— |
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— |
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Dividends declared |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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|
|
|
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Balance at April 2, 2021 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
Issuance of common stock |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Treasury stock purchased |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Amortization of restricted stock units and common stock subject to vesting requirements |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Balance at July 2, 2021 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Total |
|
|||
|
|
|
Common Stock |
|
|
Paid in |
|
|
Treasury Stock |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Shareholders' |
|
||||||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Shares |
|
|
Amount |
|
|
Deficit |
|
|
Loss |
|
|
Equity |
|
||||||||
|
Balance at December 27, 2019 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
Issuance of common stock |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Treasury stock purchased |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Amortization of restricted stock units and common stock subject to vesting requirements |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Balance at March 27, 2020 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
Issuance of common stock |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Treasury stock purchased |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Amortization of restricted stock units and common stock subject to vesting requirements |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Balance at June 26, 2020 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
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 consolidation.
In the opinion of management, the accompanying consolidated financial statements reflect all normal and recurring adjustments which are necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows as of the dates and for the periods presented. The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these statements do not include all the disclosures normally required by U.S. GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended January 1, 2021, included in the Annual Report on Form 10-K filed by the Company with the SEC on March 12, 2021. The consolidated results of operations for the quarter and six months ended July 2, 2021, are not necessarily indicative of the results to be expected for any future period or for the full fiscal year.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue Recognition
The Company’s revenue is substantially generated from providing professional services to its clients. The Company also generates revenue from software sales, software support, maintenance and subscriptions to its executive and best practices advisory programs. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price. The Company determines the standalone selling price based on the respective selling price of the individual elements when they are sold separately.
Revenue is recognized when control of the goods and services provided are transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services using the following steps: 1) identify the contract, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize revenue as or when we satisfy the performance obligations.
The Company typically satisfies its performance obligations for professional services over time as the related services are provided. The performance obligations related to software support, maintenance and subscriptions to our executive and best practice advisory programs are typically satisfied evenly over the course of the service period. Other performance obligations, such as software licenses, are satisfied at a point in time.
The Company generates its revenue under four types of billing arrangements: fixed-fee; time-and-materials; executive and best practice advisory services; and software sales, maintenance and support.
In fixed-fee billing arrangements, which would also include contracts with capped fees, the Company agrees to a pre-established fee or fee cap in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenue under fixed-fee or capped fee arrangements using a proportionate performance approach, which is based on work completed to-date as compared to estimates of the total services to be provided under the engagement. Estimates of total engagement revenue and cost of services are monitored regularly during the term of the engagement. If the Company’s estimates indicate a potential loss, such loss is recognized in the period in which the loss first becomes probable and reasonably estimable. The customer is invoiced based on the contractual agreement between the parties, typically bi-weekly, monthly or milestone driven, with net thirty-day terms.
Time-and-material billing arrangements require the client to pay based on the number of hours worked by the Company’s consultants at agreed upon hourly rates. The Company recognizes revenue under time-and-material arrangements as the related services or goods are provided, using the right to invoice practical expedient which allows us to recognize revenue in the amount based on the number of hours worked and the agreed upon hourly rates. The customer is invoiced based on the contractual agreement between the parties, typically bi-weekly, monthly or milestone driven, with net thirty-day terms.
8
The Hackett Group, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation and General Information (continued)
Advisory services contracts are typically in the form of a subscription agreement which allows the customer access to the Company’s executive and best practice advisory programs. There is typically a single performance obligation and the transaction price is the contractual amount of the subscription agreement. Revenue from advisory service contracts is recognized ratably over the life of the agreements. Customers are typically invoiced at the inception of the contract, with net thirty-day terms.
The resale of software and maintenance contracts are in the form of SAP America software or maintenance agreements provided by SAP America. SAP is the principal and the Company is the agent in these transactions as the Company does not obtain title to the software and the maintenance is sold simultaneously. The transaction price is the Company’s agreed-upon percentage of the software or maintenance amount in the contract with SAP America. Revenue for the resale of software is recognized upon contract execution and customer’s receipt of the software. Revenue from maintenance contracts is recognized ratably over the life of the agreements. The customer is typically invoiced at contract inception, with net thirty-day terms.
Expense reimbursements that are billable to clients are included in total revenue and are substantially all billed as time-and-material billing arrangements. Therefore, the Company recognizes all reimbursable expenses as revenue as the related services are provided, using the right to invoice practical expedient. Reimbursable expenses are recognized as expenses in the period in which the expense is incurred. Any expense reimbursements that are billable to clients under fixed-fee billing arrangements are recognized in line with the proportionate performance approach.
The payment terms and conditions in customer contracts vary. The agreements entered into in connection with a project, whether time-and-materials, fixed-fee or capped-fee based, typically allow clients to terminate early due to breach or for convenience with a 30 days’ notice. In the event of termination, the client is contractually required to pay for all time, materials and expenses incurred by the Company through the effective date of the termination. In addition, from time to time the Company enters into agreements with its clients that limit its right to enter into business relationships with specific competitors of that client for a specific time period. These provisions typically prohibit the Company from performing a defined range of services which it might otherwise be willing to perform for potential clients. These provisions are generally limited to
Sales tax collected from customers and remitted to the applicable taxing authorities is accounted for on a net basis, with no impact to revenue.
Differences between the timing of billings and the recognition of revenue are recognized as either contract assets (unbilled revenue) or contract liabilities (deferred revenue) in the accompanying consolidated balance sheets. Revenue recognized for services performed but not yet billed to clients or for which are not yet entitled to bill because certain events, such as the completion of the measurement period, are recorded as contract assets. Client prepayments are classified as contract liabilities and recognized over future periods as earned in accordance with the applicable engagement agreement. See Note 3 for the accounts receivable and contract asset balances. During the quarter and six months ended July 2, 2021, the Company recognized $
The following table reflects the Company’s disaggregation of total revenue including reimbursable expenses for the quarters and six months ended July 2, 2021 and June 26, 2020:
|
|
|
Quarter Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
|
July 2, |
|
|
June 26, |
|
|
July 2, |
|
|
June 26, |
|
||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2017 |
|
||||
|
Consulting |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Software license sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue before reimbursements from continuing operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Capitalized Sales Commissions
Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized as project revenue is recognized. We determined the period of amortization by taking into consideration the customer contract period, which are generally less than
9
The Hackett Group, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation and General Information (continued)
Practical Expedients
The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be less than one year.
Fair Value
The Company’s financial instruments consist of cash, accounts receivable and contract assets, accounts payable, accrued expenses and other liabilities and contract liabilities. As of July 2, 2021 and January 1, 2021, the carrying amount of each financial instrument approximated the instrument’s respective fair value due to the short-term nature and maturity of these instruments.
The Company uses significant other observable market data or assumptions (Level 2 inputs as defined in accounting guidance) that it believes market participants would use in pricing debt. The fair value of the debt approximated the carrying amount, using Level 2 inputs, due to the short-term variable interest rates based on market rates.
COVID-19 Pandemic Impact on the Business
The level of revenue the Company achieves is based on the Company’s ability to deliver market leading services and solutions and to deploy skilled teams of professionals quickly. The Company’s results of operations are affected by economic conditions, including macroeconomic conditions and levels of business confidence. Despite the disruption beginning in March 2020, the COVID-19 pandemic did not have a significant impact on the Company’s consolidated results of operations during the first quarter of 2020. However, net revenue and diluted earnings per share were negatively impacted for the remainder of 2020, due to adverse economic conditions as a result of the COVID-19 pandemic. In the first and second quarters of 2021, the Company’s net revenue and diluted earnings per share grew when compared to the fourth quarter of 2020 and the first quarter of 2021, respectively, reflecting a continuation of improved economic conditions. The Company expects economic conditions to continue to improve in the remainder of 2021. However, any reversal of these trends or a prolonged economic downturn as a result of the impact of COVID-19 variants or otherwise, weak or uncertain economic conditions or similar factors could adversely affect the Company’s clients’ financial condition which may further reduce the clients’ demand for the Company’s services.
The Company continues to actively manage its business to respond to the impact of the COVID-19 pandemic. At the onset of the pandemic the Company reduced employee headcount and restricted employee travel to only essential business needs. While headcount has increased and some select non-essential travel is being allowed, most of the Company’s employees continue to work remotely from home. The Company is generally following the requirements, recommendations and protocols published by the U.S. Centers for Disease Control and the World Health Organization, and state and local governments.
As a response to the ongoing COVID-19 pandemic, the Company implemented plans to manage its costs and preserve cash at the onset of the pandemic. The Company significantly limited the addition of new employees and third party contracted services, eliminated all travel except where necessary to meet customer needs, and limited discretionary spending. At the end of June 2020, the Company reduced its global workforce by approximately
In light of the evolving health, social, economic and business environment, governmental regulations or mandates, and business disruptions that could occur, the potential impact that the COVID-19 pandemic could have on the Company’s financial condition and operating results remains uncertain.
10
The Hackett Group, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation and General Information (continued)
Adoption of Recent Accounting Standards
In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2019-12, which enhances and simplifies various aspects of income tax accounting guidance. Among other things, the amendment removes the year-to-date loss limitation in interim period tax accounting and requires entities to reflect the effect of an enacted change in tax laws in the interim period that includes the enactment date of the new legislation. The standard is effective for fiscal years beginning after
Reclassifications
Certain prior period amounts in the consolidated financial statements, and notes thereto, have been reclassified to conform to current period presentation.
2. Net Income (loss) per Common Share
Basic net income (loss) per common share is computed by dividing net income (loss) 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 (loss) per common share is computed by dividing net income (loss) 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 |
|
|
Six Months Ended |
|
||||||||||
|
|
|
July 2, |
|
|
June 26, |
|
|
July 2, |
|
|
June 26, |
|
||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Basic weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested restricted stock units and common stock subject to vesting requirements issued to employees and non-employees |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Common stock issuable upon the exercise of stock options and SARs |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Dilutive weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximately
3. Accounts Receivable and Contract Assets, Net
Accounts receivable and contract assets, net, consisted of the following (in thousands):
|
|
|
July 2, |
|
|
January 1, |
|
||
|
|
|
2021 |
|
|
2021 |
|
||
|
Accounts receivable |
|
$ |
|
|
|
$ |
|
|
|
Contract assets (unbilled revenue) |
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
|
( |
) |
|
|
( |
) |
|
Accounts receivable and contract assets, net |
|
$ |
|
|
|
$ |
|
|
Accounts receivable is net of uncollected advanced billings. Contract assets represents revenue for services performed that have not yet been invoiced.
11
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):
|
|
|
July 2, |
|
|
January 1, |
|
||
|
|
|
2021 |
|
|
2021 |
|
||
|
Accrued compensation and benefits |
|
$ |
|
|
|
$ |
|
|
|
Deferred employer's payroll taxes |
|
|
|
|
|
|
|
|
|
Accrued bonuses |
|
|
|
|
|
|
|
|
|
Accrued dividend payable |
|
|
|
|
|
|
- |
|
|
Restructuring liability |
|
|
|
|
|
|
|
|
|
Accrued sales, use, franchise and VAT tax |
|
|
|
|
|
|
|
|
|
Non-cash stock compensation accrual |
|
|
|
|
|
|
|
|
|
Income tax payable |
|
|
|
|
|
|
|
|
|
Other accrued expenses |
|
|
|
|
|
|
|
|
|
Total accrued expenses and other liabilities |
|
$ |
|
|
|
$ |
|
|
5. Restructuring Costs
During 2020, the Company recorded restructuring costs of $
The following table sets forth the activity in the restructuring expense accruals (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Related Costs |
|
|
Exit, Closure and Consolidation of Facilities |
|
|
Total |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual balance at January 1, 2021 |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
Cash paid |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Accrual balance at April 2, 2021 |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
Cash paid |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Accrual balance at July 2, 2021 |
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
12
The Hackett Group, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
6. Leases
The Company has operating leases for office space and, to a much lesser extent, operating leases for equipment. The Company’s office leases are between terms of
The components of lease expense were as follows for the six months ended July 2, 2021 (in thousands):
|
Operating lease cost |
|
$ |
|
|
|
|
|
|
|
|
|
Total net lease costs |
|
$ |
|
|
The weighted average remaining lease term is
Future minimum lease payments under non-cancellable operating leases as of July 2, 2021, were as follows (in thousands):
|
2021 (excluding the six months ended July 2, 2021) |
|
$ |
|
|
|
2022 |
|
|
|
|
|
2023 |
|
|
|
|
|
2024 |
|
|
|
|
|
2025 and thereafter |
|
|
- |
|
|
Total lease payments |
|
|
|
|
|
Less imputed interest |
|
|
( |
) |
|
Total |
|
$ |
|
|
7. Credit Facility
The Company has a credit agreement with Bank of America, N.A., which provides for borrowing up to $
The obligations of Hackett under the Revolver are guaranteed by active existing and future material U.S. subsidiaries of Hackett (the “U.S. Subsidiaries”), and are secured by substantially all of the existing and future property and assets of Hackett and the U.S. Subsidiaries, a
As of July 2, 2021 and January 1, 2021, the Company did
The Company is subject to certain covenants, including total consolidated leverage, fixed cost coverage, adjusted fixed cost coverage and liquidity requirements, each as set forth in the Credit Agreement, subject to certain exceptions. As of July 2, 2021, the Company was in compliance with all covenants.
13
The Hackett Group, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
8. Stock Based Compensation
During the quarter and six months ended July 2, 2021, the Company issued
As of July 2, 2021, the Company had
Forfeitures for all of the Company’s outstanding equity awards are recognized as incurred.
9. Shareholders’ Equity
Stock Appreciation Rights (“SARs”)
As of July 2, 2021, the Company had
Treasury Stock
Under the Company’s share repurchase plan, the Company may repurchase shares of its outstanding common stock either on the open market or through privately negotiated transactions subject to market conditions and trading restrictions. During the quarter and six months ended July 2, 2021, the Company repurchased
Subsequent to July 2, 2021, the Company has repurchased an additional
During the quarter and six months ended June 26, 2020, the Company repurchased
The shares repurchased under the share repurchase plan during the quarter and six months ended July 2, 2021, do not include
Dividend Program
In 2020, the Company increased the annual dividend from $
10. Transactions with Related Parties
During the six months ended July 2, 2021, the Company bought back
14
The Hackett Group, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
11. Litigation
The Company is involved in legal proceedings, claims, and litigation arising in the ordinary course of business not specifically discussed herein. In the opinion of management, the final disposition of such matters will not have a material adverse effect on the Company’s financial position, cash flows or results of operations.
12. Geographic and Group Information
Revenue before reimbursements, which is primarily based on the country of the contracting entity, was attributed to the following geographical areas (in thousands):
|
|
|
Quarter Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
|
July 2, |
|
|
June 26, |
|
|
July 2, |
|
|
June 26, |
|
||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Revenue before reimbursements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
International (primarily European countries) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from continuing operations before reimbursements |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets are attributable to the following geographic areas (in thousands):
|
|
|
July 2, |
|
|
January 1, |
|
||
|
|
|
2021 |
|
|
2021 |
|
||
|
Long-lived assets: |
|
|
|
|
|
|
|
|
|
North America |
|
$ |
|
|
|
$ |
|
|
|
International (primarily European countries) |
|
|
|
|
|
|
|
|
|
Total long-lived assets |
|
$ |
|
|
|
$ |
|
|
As of July 2, 2021 and January 1, 2021, foreign assets included $
15
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements. All statements regarding our expected financial position and operating results, our business strategy, our financing plans and forecasted demographic and economic trends relating to our industry are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” or “intend” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. We cannot promise you that our expectations reflected in such forward-looking statements will turn out to be correct. Factors that could impact such forward-looking statements include, among others, the impact of the coronavirus (COVID-19) pandemic and changes in worldwide and U.S. economic conditions that impact business confidence and the demand for our products and services, our ability to mitigate or manage disruptions posed by the COVID-19 pandemic, our ability to effectively integrate acquisitions into our operations, our ability to retain existing business, our ability to attract additional business, our ability to effectively market and sell our product offerings and other services, the timing of projects and the potential for contract cancellation by our customers, changes in expectations regarding the business consulting and information technology industries, our ability to attract and retain skilled employees, possible changes in collections of accounts receivable due to the bankruptcy or financial difficulties of our customers, risks of competition, price and margin trends, foreign currency fluctuations, the impact of Brexit on our business and changes in general economic conditions, interest rates and our ability to obtain additional debt financing if needed. For a discussion of risks and actions taken in response to the COVID-19 pandemic, see “Our results of operations have been adversely affected and could in the future be materially adversely impacted by the coronavirus pandemic (COVID-19)” under Item 1A, “Risk Factors” of our Annual Report on Form 10-K. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Many of the risks, uncertainties and other factors identified in our Annual Report on Form 10-K for the year ended January 1, 2021 have been amplified by the COVID-19 pandemic.
OVERVIEW
The Hackett Group, Inc. (“Hackett” or the “Company”) is a leading IP-based strategic advisory and technology consulting firm that enables companies to achieve world-class business performance. By leveraging the comprehensive Hackett database, the world’s leading repository of enterprise business process performance metrics and best practice intellectual capital, our business and technology solutions help clients improve performance and maximize returns on technology investments. Only Hackett empirically defines world-class performance in sales, general and administrative and certain supply chain activities with analysis gained through nearly 20,000 benchmark and performance studies over 27 years at over 7,000 of the world’s leading companies.
In the following discussion, Strategy and Business Transformation Group includes the results of our North America IP as-a-service offerings, which include our Executive Advisory Programs and Benchmarking Services, and our Business Transformation Practices (S&BT). ERP, EPM and Analytics Solutions includes the results of our North America Oracle EEA and SAP Solutions Practices (EEA). International includes results of our S&BT and EEA Practices primarily in Europe.
COVID-19 Pandemic Impact on Our Business
The level of revenue we achieve is based on our ability to deliver market leading services and solutions and to deploy skilled teams of professionals quickly. Our results of operations are affected by economic conditions, including macroeconomic conditions and levels of business confidence. Despite the disruption beginning in March 2020, the COVID-19 pandemic did not have a significant impact on our consolidated results of operations during the first quarter of 2020. However, our net revenue and diluted earnings per share were negatively impacted for the remainder of 2020, due to adverse economic conditions as a result of the COVID-19 pandemic. In the first and second quarters of 2021, our net revenue and diluted earnings per share grew when compared to the fourth quarter of 2020 and the first quarter of 2021, respectively, reflecting a continuation of improved economic conditions. We expect economic conditions to continue to improve in the remainder of 2021. However, any reversal of these trends or a prolonged economic downturn as a result of the impact of COVID-19 variants, or otherwise, weak or uncertain economic conditions or similar factors could adversely affect our clients’ financial condition which may further reduce our clients’ demand for our services.
We continue to actively manage our business to respond to the impact of the COVID-19 pandemic. At the onset of the pandemic, we reduced employee headcount and restricted employee travel to only essential business needs. While headcount has increased and some select non-essential travel is being allowed, most of our employees continue to work remotely from home. We are generally following the requirements, recommendation and protocols published by the U.S. Centers for Disease Control and the World Health Organization, and state and local governments.
16
As a response to the ongoing COVID-19 pandemic, we implemented plans to manage our costs and preserve cash at the onset of the COVID-19 pandemic. We significantly limited the addition of new employees and third party contracted services, eliminated all travel except where necessary to meet customer needs, and limited discretionary spending. At the end of June 2020, we reduced our global workforce by approximately 10% and recorded a $5.0 million restructuring charge. During the fourth quarter of 2020, as a result of and in consideration of the COVID-19 pandemic, and the changing nature of our use of office space for its workforce, we evaluated our existing office leases as part of our transformation initiatives related to real estate. This evaluation resulted in the complete and partial abandonment of certain leased office spaces and an asset impairment charge of $3.9 million for certain lease right-of-use assets and certain property, equipment and leasehold improvements. All client concessions and accounts receivable allowances have been appropriately reflected in our financial statements. To the extent that economic conditions do not continue to improve and our business is again disrupted the reinstatement of cost management actions will be considered. Future asset impairment charges, increases in allowance for doubtful accounts, or restructuring charges will be dependent on the severity and duration of the COVID-19 pandemic.
In light of the evolving health, social, economic and business environment, governmental regulations or mandates, and business disruptions that could occur, the potential impact that the COVID-19 pandemic could have on our financial condition and operating results remains uncertain.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, our results of operations and the percentage relationship to revenue before reimbursements of such results (in thousands and unaudited):
|
|
|
Quarter Ended |
|
|
Six Months Ended |
|
||||||||||||||||||||||||||
|
|
|
July 2, |
|
|
June 26, |
|
|
July 2, |
|
|
June 26, |
|
||||||||||||||||||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||||||||||||||||||
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue before reimbursements |
|
$ |
72,997 |
|
|
|
100.0 |
% |
|
$ |
52,632 |
|
|
|
100.0 |
% |
|
$ |
136,407 |
|
|
|
100.0 |
% |
|
$ |
117,818 |
|
|
|
100.0 |
% |
|
Reimbursements |
|
|
200 |
|
|
|
|
|
|
|
119 |
|
|
|
|
|
|
|
276 |
|
|
|
|
|
|
|
4,466 |
|
|
|
|
|
|
Total revenue |
|
|
73,197 |
|
|
|
|
|
|
|
52,751 |
|
|
|
|
|
|
|
136,683 |
|
|
|
|
|
|
|
122,284 |
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personnel costs before reimbursable expenses |
|
|
41,448 |
|
|
|
56.8 |
% |
|
|
38,654 |
|
|
|
73.4 |
% |
|
|
80,760 |
|
|
|
59.2 |
% |
|
|
79,767 |
|
|
|
67.7 |
% |
|
Stock compensation expense |
|
|
1,668 |
|
|
|
|
|
|
|
1,600 |
|
|
|
|
|
|
|
3,267 |
|
|
|
|
|
|
|
2,941 |
|
|
|
|
|
|
Acquisition-related compensation expense |
|
|
— |
|
|
|
|
|
|
|
29 |
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
29 |
|
|
|
|
|
|
Acquisition-related non-cash stock compensation expense |
|
|
111 |
|
|
|
|
|
|
|
259 |
|
|
|
|
|
|
|
359 |
|
|
|
|
|
|
|
512 |
|
|
|
|
|
|
Reimbursable expenses |
|
|
200 |
|
|
|
|
|
|
|
119 |
|
|
|
|
|
|
|
276 |
|
|
|
|
|
|
|
4,466 |
|
|
|
|
|
|
Total cost of service |
|
|
43,427 |
|
|
|
|
|
|
|
40,661 |
|
|
|
|
|
|
|
84,673 |
|
|
|
|
|
|
|
87,715 |
|
|
|
|
|
|
Selling, general and administrative costs |
|
|
14,416 |
|
|
|
19.7 |
% |
|
|
11,413 |
|
|
|
21.7 |
% |
|
|
26,802 |
|
|
|
19.6 |
% |
|
|
25,310 |
|
|
|
21.5 |
% |
|
Non-cash stock compensation expense |
|
|
874 |
|
|
|
|
|
|
|
483 |
|
|
|
|
|
|
|
1,614 |
|
|
|
|
|
|
|
1,119 |
|
|
|
|
|
|
Amortization of intangible assets |
|
|
263 |
|
|
|
|
|
|
|
238 |
|
|
|
|
|
|
|
524 |
|
|
|
|
|
|
|
476 |
|
|
|
|
|
|
Restructuring costs |
|
|
— |
|
|
|
|
|
|
|
5,034 |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
5,034 |
|
|
|
|
|
|
Total selling, general, and administrative expenses |
|
|
15,553 |
|
|
|
|
|
|
|
17,168 |
|
|
|
|
|
|
|
28,940 |
|
|
|
|
|
|
|
31,939 |
|
|
|
|
|
|
Total costs and operating expenses |
|
|
58,980 |
|
|
|
|
|
|
|
57,829 |
|
|
|
|
|
|
|
113,613 |
|
|
|
|
|
|
|
119,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
14,217 |
|
|
|
19.5 |
% |
|
|
(5,078 |
) |
|
|
-9.6 |
% |
|
|
23,070 |
|
|
|
16.9 |
% |
|
|
2,630 |
|
|
|
2.2 |
% |
|
Other expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(25 |
) |
|
|
|
|
|
|
(41 |
) |
|
|
|
|
|
|
(50 |
) |
|
|
|
|
|
|
(78 |
) |
|
|
|
|
|
Income (loss) from continuing operations before income taxes |
|
|
14,192 |
|
|
|
19.4 |
% |
|
|
(5,119 |
) |
|
|
-9.7 |
% |
|
|
23,020 |
|
|
|
16.9 |
% |
|
|
2,552 |
|
|
|
2.2 |
% |
|
Income tax expense (benefit) |
|
|
3,660 |
|
|
|
5.0 |
% |
|
|
(1,186 |
) |
|
|
-2.3 |
% |
|
|
6,120 |
|
|
|
4.5 |
% |
|
|
950 |
|
|
|
0.8 |
% |
|
Income (loss) from continuing operations (net of taxes) |
|
|
10,532 |
|
|
|
|
|
|
|
(3,933 |
) |
|
|
|
|
|
|
16,900 |
|
|
|
|
|
|
|
1,602 |
|
|
|
|
|
|
Loss from discontinued operations |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
(8 |
) |
|
|
|
|
|
Net income (loss) |
|
$ |
10,532 |
|
|
|
14.4 |
% |
|
$ |
(3,933 |
) |
|
|
-7.5 |
% |
|
$ |
16,893 |
|
|
|
12.4 |
% |
|
$ |
1,594 |
|
|
|
1.4 |
% |
|
Diluted net income (loss) per common share |
|
$ |
0.32 |
|
|
|
|
|
|
$ |
(0.13 |
) |
|
|
|
|
|
$ |
0.51 |
|
|
|
|
|
|
$ |
0.05 |
|
|
|
|
|
17
Revenue. We are a global company with operations located in the United States and Western Europe. Our revenue is denominated in multiple currencies, primarily the U.S. Dollar, British Pound and Euro, and as a result is affected by currency exchange rate fluctuations. The impact of currency fluctuations did not have a significant impact on comparisons between the quarter and six months ended July 2, 2021 and the comparable periods of 2020. Revenue is analyzed based on geographical location of engagement team personnel.
The following table sets forth revenue by group for the periods indicated (in thousands):
|
|
|
Quarter Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
|
July 2, |
|
|
June 26, |
|
|
July 2, |
|
|
June 26, |
|
||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
S&BT |
|
$ |
26,447 |
|
|
$ |
17,484 |
|
|
$ |
52,185 |
|
|
$ |
43,076 |
|
|
EEA |
|
|
40,521 |
|
|
|
30,713 |
|
|
|
72,659 |
|
|
|
62,806 |
|
|
International |
|
|
6,029 |
|
|
|
4,435 |
|
|
|
11,563 |
|
|
|
11,936 |
|
|
Revenue from continuing operations before reimbursements |
|
$ |
72,997 |
|
|
$ |
52,632 |
|
|
$ |
136,407 |
|
|
$ |
117,818 |
|
Our total Company net revenue from continuing operations, or revenue before reimbursements, increased 39%, to $73.0 million, and 16% to $136.4 in the second quarter and first six months of 2021, respectively, as compared to $52.6 million and $117.8 million, in the same periods of 2020. This growth includes a $5.3 million software sale transaction. Our total Company net revenue excluding this software sale transaction was $67.7 million and $131.1 million for the second quarter and first six months of 2021, respectively.
Our North America revenue before reimbursements was $67.0 million and $124.8 million in the second quarter and first six months of 2021, respectively, as compared to $48.2 million and $105.9 million in the second quarter and first six months of 2020, respectively, and include the impact of the software sales transaction. North America revenue excluding the impact of the software sale transaction was $61.7 million and $119.5 million for the second quarter and first six months of 2021, respectively. Net revenue in 2020 and reimbursable expenses in both 2021 and 2020 were affected from the economic disruption of the COVID-19 pandemic as we transitioned to a remote service delivery model throughout the U.S. and Europe. In the second quarter of 2021, one customer accounted for more than 5% of our total revenue and no customer accounted for more than 5% of our total revenue in the first six months of 2021 and in the second quarter and first six months of 2020.
S&BT net revenue was $26.4 million and $52.2 million during the second quarter and first six months of 2021, respectively, as compared to $17.5 million and $43.1 million in the same periods of 2020, due to the improved demand for enterprise transformation initiatives experienced since the end of the second quarter of 2020 which was significantly impacted by the COVID-19 pandemic.
EEA net revenue was $40.5 million and $72.7 million during the second quarter and first six months of 2021, respectively, as compared to $30.7 million and $62.8 million in the same periods of 2020, respectively, primarily driven by a $5.3 million software sale transaction, as well as strong growth in our SAP S4 Hana implementation practice, our Oracle practices and our OneStream implementation practice. EEA net revenue excluding the software sale transaction was $35.2 million and $67.4 million for the second quarter and first six months of 2021, respectively.
Hackett international net revenue from continuing operations increased 36% in the second quarter of 2021 and decreased 3% during the first six months of 2021, as compared to the same periods in 2020. Europe continues to be impacted by lengthened client decision-making from economic uncertainty which has been further impacted by the COVID-19 pandemic. Total Company international net revenue accounted for 8% of total Company net revenue during both the second quarter and first six months of 2021, as compared to 8% and 10% for the same periods in 2020, respectively.
The low percentage of reimbursements is directly attributable to the decreases in travel requirements resulting from the COVID-19 pandemic. Reimbursements are project travel-related expenses passed through to a client with no associated margin.
Cost of Service. Cost of service primarily consists of salaries, benefits and incentive compensation for consultants and subcontractor fees, acquisition-related cash and stock compensation costs, non-cash stock compensation expense, and reimbursable expenses associated with projects.
Personnel costs increased to $41.4 million and $80.8 million for the second quarter and first six months of 2021, respectively, as compared to $38.7 million and $79.8 million during the same periods in 2020, respectively. The increase was primarily a result of increased utilization of subcontractors in 2021, as well as increases in incentive compensation accruals commensurate with improving results. Personnel costs before reimbursable expenses, as a percentage of revenue before reimbursements, were 57% and 59% for the second quarter and first six months of 2021, respectively, as compared to 73% and 68% for the same periods of 2020, respectively.
Non-cash stock compensation expense was $1.7 million and $3.3 million for the second quarter and first six months of 2021, respectively, as compared to $1.6 million and $2.9 million for the same periods of 2020, respectively. This increase was primarily driven by higher retention-based non-cash incentive compensation plans.
Acquisition related non-cash stock compensation expense in 2021 and 2020 primarily related to equity issued in relation to acquisitions.
18
Selling, General and Administrative Costs (“SG&A”). SG&A primarily consists of salaries, benefits and incentive compensation for the selling, marketing, administrative and executive employees, non-cash compensation expense, amortization of intangible assets, acquisition related costs and various other overhead expenses.
SG&A costs were $14.4 million and $26.8 million for the second quarter and first six months of 2021, respectively, as compared to $11.4 million and $25.3 million for the same periods in 2020. This increase was primarily due to higher sales commissions and incentive compensation accruals associated with increased Company performance. These SG&A costs as a percentage of revenue before reimbursements were 20% during both the second quarter and first six months of 2021 and 22% for both of the same two periods in 2020.
Amortization expense was $0.3 million and $0.5 million in the second quarter and first six months of 2021, respectively, as compared to $0.2 million and $0.5 million in the same periods in 2020, respectively. The amortization expense relates to the amortization of the intangible asset acquired in our acquisitions and the buyout of our partner’s joint venture interest in the CGBS Training and Certification Programs in 2017. The intangible assets related to the acquisitions will continue to amortize until 2022 and the intangible assets related to the joint venture will continue to amortize through September 2021.
Income Taxes. During the second quarter and the first six months of 2021, we recorded $3.7 million and $6.1 million of income tax expense, respectively, related to certain federal, foreign and state taxes which reflected an effective tax rate of 26% and 27%, respectively. On June 10, 2021, the United Kingdom enacted tax legislation which included an increase in the corporate income tax rate from 19% to 25% which is to be effective on April 1, 2023. As a result, we recorded a tax benefit of $247 thousand in the second quarter related to the re-measurement of deferred tax assets and liabilities. In the second quarter and first six months of 2020, we recorded $1.2 million of income tax benefit and $950 thousand of income tax expense, respectively, related to certain federal, foreign and state taxes which reflected an effective tax rate benefit of 23% and expense of 37%, respectively.
Liquidity and Capital Resources
As of July 2, 2021, and January 1, 2021, we had $52.5 million and $49.5 million, respectively, classified in cash on the consolidated balance sheets. We currently believe that available funds (including the cash on hand and funds available for borrowing capacity under our credit facility) and cash flows generated by operations will be sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months. We may decide to raise additional funds in order to fund expansion, to develop new or further enhance products and services, to respond to competitive pressures, or to acquire complementary businesses or technologies. There is no assurance that additional financing would be available when needed or desired.
The following table summarizes our cash flow activity (in thousands):
|
|
|
Six Months Ended |
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|||||
|
|
|
July 2, |
|
|
June 26, |
|
||
|
|
|
2021 |
|
|
2020 |
|
||
|
Cash flows provided by operating activities |
|
$ |
19,651 |
|
|
$ |
21,068 |
|
|
Cash flows used in investing activities |
|
$ |
(1,417 |
) |
|
$ |
(1,349 |
) |
|
Cash flows used in financing activities |
|
$ |
(15,219 |
) |
|
$ |
(8,400 |
) |
Cash Flows from Operating Activities
Net cash provided by operating activities was $19.7 million during the first six months of 2021, as compared to $21.1 million during the same period in 2020. In 2021, the net cash provided by operating activities was primarily due to net income adjusted for non-cash items and an increase in incentive compensation accruals, partially offset by an increase in accounts receivable and contract assets. In 2020, the net cash provided by operating activities was primarily due to net income adjusted for non-cash items, partially offset by decreases in accounts receivable and contract assets and increases in accrued expenses and other liabilities, partially offset by decreases in accounts payable due to the timing of vendor payments and decreases in employee reimbursable expenses resulting from decreased travel.
Cash Flows from Investing Activities
Net cash used in investing activities was $1.4 million and $1.3 million during the first six months of 2021 and 2020, respectively. During both periods, cash flows used in investing activities was primarily driven by investments related to the development of our Quantum Leap benchmark technologies.
Cash Flows from Financing Activities
Net cash used in financing activities was $15.2 million and $8.4 million during the first six months 2021 and 2020, respectively. The usage of cash in 2021 primarily related to the repurchase of $12.4 million of the Company’s common stock and the dividend payment of $3.3 million. The usage of cash in 2020 was primarily related to the dividend payment of $5.8 million and the repurchase of $3.0 million of the Company’s common stock.
19
As of July 2, 2021, we did not have any outstanding borrowings under our revolving line of credit (the “Revolver”), leaving us with a borrowing capacity of approximately $45.0 million. See Note 7, “Credit Facility,” to our consolidated financial statements included in this Quarterly Report on Form 10-Q for more information.
Recently Issued Accounting Standards
For a discussion of recently issued accounting standards, see Note 1, “Basis of Presentation and General Information,” to our consolidated financial statements included in this Quarterly Report on Form 10-Q and Note 1, “Basis of Presentation and General Information,” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 1, 2021.
20
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk. |
As of July 2, 2021, our exposure to market risk related primarily to changes in interest rates and foreign currency exchange rate risks.
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates primarily to the Revolver, which is subject to variable interest rates. The interest rates per annum applicable to loans under the Revolver will be, at our option, equal to either a base rate or a LIBOR rate for one-, two-, three- or nine-month interest periods chosen by us in each case, plus an applicable margin percentage. A 100-basis point increase in our interest rate under our Revolver would not have had a material impact on our results of operations for the quarter and six months ended July 2, 2021.
Exchange Rate Sensitivity
We face exposure to adverse movements in foreign currency exchange rates as a portion of our revenue, expenses, assets and liabilities are denominated in currencies other than the U.S. Dollar, primarily the British Pound, the Euro and the Australian Dollar. These exposures may change over time as business practices evolve.
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Item 4. |
Controls and Procedures |
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.
Changes in Internal Control Over Financial Controls
There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
21
PART II — OTHER INFORMATION
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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 January 1, 2021 (the “Annual Report”).
There have been no material changes to any of the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended January 1, 2021.
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
Issuer Purchases of Equity Securities
During the quarter ended July 2, 2021, the Company repurchased 489 thousand shares of its common stock under the repurchase plan approved by the Company's Board of Directors for $8.6 million at an average price of $17.58. During the six months ended July 2, 2021, the Company repurchased 626 thousand shares of its common stock under the repurchase plan approved by the Company’s Board of Directors for $10.7 million at an average price of $17.11. As of July 2, 2021, the Company had $13.6 million of authorization remaining under the repurchase plan.
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|
|
Total Number |
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|
Maximum Dollar |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
of Shares as Part |
|
|
Value That May |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
of Publicly |
|
|
Yet be Purchased |
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|
||
|
|
|
Total Number |
|
|
Average Price |
|
|
Announced |
|
|
Under the |
|
|
||||
|
Period |
|
of Shares |
|
|
Paid per Share |
|
|
Program |
|
|
Program |
|
|
||||
|
Balance as of April 2, 2021 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
2,178,077 |
|
|
|
April 3, 2021 to April 30, 2021 |
|
|
116,397 |
|
|
$ |
17.17 |
|
|
|
116,397 |
|
|
$ |
179,525 |
|
|
|
May 1, 2021 to May 28, 2021 |
|
|
116,645 |
|
|
$ |
17.40 |
|
|
|
116,645 |
|
|
$ |
18,149,721 |
|
* |
|
May 29, 2021 to July 2, 2021 |
|
|
256,427 |
|
|
$ |
17.84 |
|
|
|
256,427 |
|
|
$ |
13,575,132 |
|
|
|
|
|
|
489,469 |
|
|
$ |
17.58 |
|
|
|
489,469 |
|
|
|
|
|
|
*The Company’s Board of Directors approved an additional share repurchase authorization of $20.0 million on May 6, 2021.
Shares repurchased during the quarter and six months ended July 2, 2021 under the repurchase plan approved by the Company's Board of Directors do not include 2 thousand shares and 110 thousand shares for a cost of $38 thousand and $1.6 million, respectively, that the Company bought back to satisfy employee net vesting obligations.
22
|
Item 6. |
Exhibits |
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Exhibit No. |
|
Exhibit Description |
|
3.1 |
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3.2 |
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3.3 |
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3.4 |
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3.5 |
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31.1* |
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Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2* |
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Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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|
32* |
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101.INS** |
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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. |
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101.SCH** |
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Inline XBRL Taxonomy Extension Schema |
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101.CAL** |
|
Inline XBRL Taxonomy Extension Calculation Linkbase |
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101.DEF** |
|
Inline XBRL Taxonomy Extension Definition Linkbase |
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101.LAB** |
|
Inline XBRL Taxonomy Extension Label Linkbase |
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|
101.PRE** |
|
Inline XBRL Taxonomy Extension Presentation Linkbase |
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|
|
104** |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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|
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|
|
* |
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. |
23
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.
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|
|
The Hackett Group, Inc. |
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|
|
Date: August 11, 2021 |
|
/s/ Robert A. Ramirez |
|
|
|
Robert A. Ramirez |
|
|
|
Executive Vice President, Finance and Chief Financial Officer |
24