2012
ANNUAL REPORT
We reported solid annual
results with strong cash
flow that allowed us to
return significant capital
to our shareholders while
investing in our associates and
innovation.
Ted A. Fernandez
Chairman and Chief Executive Officer
Ted A. Fernandez
Chairman and Chief Executive Offi cer
Dear Shareholders,
Once again, I am pleased to update you on our progress over the past year. Fiscal 2012
saw another year of solid operating results given the volatile economic environment
our clients continue to experience. Revenues for the year totaled $234.1 million, an
increase of 4% (5% on a constant currency basis) with pro forma diluted net earn-
ings per share of $0.40 which increased 22% from the previous year, respectively.
We are especially proud of our ability to return a significant amount of capital to our
shareholders through our $55 million share tender offer and an additional $3 million
through our recently initiated annual dividend. Additionally, our strong cash flow from
operations, which totaled $20.4 million, allowed us to pay down $15 million on our new
credit facility. Shortly after year end we also paid down an additional $4.5 million. Our plan
is to aggressively pay down the credit facility in order to explore acquisitions and other
potential investments should they arise.
Our results continue to emanate from a competitive but active U.S. marketplace, with
impressive performance from our SAP and EPM groups, improved European results
and strong Executive Advisory performance. Our emphasis on operating excellence, by
leveraging our best practices insight and better management information through im-
proved business analytics, continues to resonate with our clients. Our expertise, which
enables our clients to quickly respond to the volatility of the current global business
environment, allows us to remain a strategic partner, as clients work harder to increase
profitability in a complex global demand environment.
On the investment front, we continued to invest in our associates, with knowledge
sharing events in both the US and Europe and new hiring strategies as well as leader-
ship changes in Europe. Relative to our brand and our intellectual capital, we contin-
ued to aggressively publish market leading research on defining the advantage that
comes from world class performance and through our continuing development of our
new CFO Ops offerings of our Hackett Performance Exchange.
As we look forward, consistent with reported and forecasted global GDP, we expect
the economic and related demand recovery to continue but also to be volatile. We ex-
pect the sovereign debt and deficit related issues to continue to introduce uncertainty
in our clients’ demand environment until a clear long term solution is implemented.
Our plan is to make the necessary operating changes that will allow us to continue to
improve our profitability and cash flow under these circumstances.
In the US, we continue to see solid demand for our services even though our clients
are being thoughtful and price sensitive in their decisions. In Europe, we expect the
environment to continue to be volatile and vary by industry and country. But given the
improvements we made in our European business throughout 2012, we expect the
momentum that we built in the fourth quarter to continue throughout 2013.
We continue to look for new ways to develop continuous and broader relationships with our
clients that leverage our intellectual capital. Our goal is to use our unique intellectual capital to
establish a strategic relationship with our clients, and to expand that entry point by introducing
our business transformation consulting capabilities. This strategy would allow us to increase our
client base as well as increase revenue per client. The best example of this strategy has been the
revenue leverage we have experienced from our Executive Advisory client base.
Our long-term goal continues to be to ascribe an increasing percentage of our total annual
revenues to clients who are continuously engaged with us through our Executive Advisory
programs and eventually through our Hackett Performance Exchange. At the end of 2012,
our Executive Advisory Members increased to 846 across 245 clients which culminated in
our annualized contract value for the year increasing by 16%. Consistent with last year,
nearly 50% of our revenue came from our Executive Advisory client base, which continues
to show its strong relationship leverage.
On the Hackett Performance Exchange front, our goal continues to be to complete the en-
hancements from our Charter Launch Program in the first half of 2013. This will then allow
us to launch our new offerings and to facilitate testing during the second half of the year.
We believe these enhancements will allow our clients to get a fully-automated benchmark
with a bridge to additional cost and FTE analysis as well as to use the dashboard to moni-
tor their ongoing performance. This will give our clients a number of ways to utilize our
new offerings. This is an ambitious new offering, but if successful, it could help enhance
our business model by creating a powerful and possibly enhanced continuous relationship
with our clients.
In summary, we reported solid annual results with strong cash flow that allowed us to
return significant capital to our shareholders while investing in our associates and innova-
tion. We believe that global economic volatility will continue to be the norm until true
structural reforms are implemented throughout the US and Europe. Having said that, we
believe that our unique ability to combine proprietary intellectual capital with terrific tal-
ent to help our clients optimize their performance under these circumstances positions us
with a good opportunity to grow our business and improve our profitability and cash flow.
Let me close by thanking our associates and shareholders for their ongoing support and
commitment to our organization.
Ted A. Fernandez
Chairman & CEO
The Hackett Group, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(cid:95) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED December 28, 2012
OR
(cid:133) 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 0-24343
The Hackett Group, Inc.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of
incorporation or organization)
1001 Brickell Bay Drive, Suite 3000
Miami, Florida
(Address of principal executive offices)
65-0750100
(I.R.S. Employer
Identification No.)
33131
(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)
Common Stock, par value $.001 per share
(Name of each exchange on which registered)
NASDAQ Stock Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:133) No (cid:95)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes (cid:133) No (cid:95)
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
requirements for the past 90 days. Yes (cid:95) No (cid:133)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes (cid:95) No (cid:133)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (cid:133)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer (cid:133)
Non-accelerated Filer (cid:133) (Do not check if a smaller reporting company)
Accelerated Filer
(cid:95)
Smaller reporting company (cid:133)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:133) No (cid:95)
The aggregate market value of the common stock held by non-affiliates of the registrant was $106,587,865 on June 29, 2012 based on the last reported
sale price of the registrant’s common stock on the NASDAQ Global Market.
The number of shares of the registrant’s common stock outstanding on March 1, 2013 was 31,669,270.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of the Form 10-K incorporates by reference certain portions of the registrant’s proxy statement for its 2013 Annual Meeting of Shareholders
filed with the Commission not later than 120 days after the end of the fiscal year covered by this report.
THE HACKETT GROUP, INC.
FORM 10-K
TABLE OF CONTENTS
PART I
ITEM 1.
Business
ITEM 1A. Risk Factors
ITEM 1B. Unresolved Staff Comments
ITEM 2.
Properties
ITEM 3.
Legal Proceedings
ITEM 4.
Mine Safety Disclosures
PART II
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
ITEM 6.
Selected Financial Data
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
ITEM 8.
Financial Statements and Supplementary Data
ITEM 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
ITEM 9A. Controls and Procedures
ITEM 9B. Other Information
ITEM 10.
Directors, Executive Officers and Corporate Governance
ITEM 11.
Executive Compensation
PART III
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
ITEM 14.
Principal Accounting Fees and Services
ITEM 15.
Exhibits and Financial Statement Schedules
PART IV
Signatures
Index to Exhibits
Page
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13
13
13
13
13
15
16
23
24
49
49
51
51
51
51
51
51
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2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report and the information incorporated by reference in it include “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 in such forward-looking statements will turn out to be correct. Factors that impact such forward-
looking statements include, among others, our ability to attract additional business, the timing of projects and the potential for contract
cancellation by our customers, changes in expectations regarding the business 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, and changes in general economic conditions, foreign
exchange rates and interest rates. An additional description of our risk factors is described in Part I – Item 1A. “Risk Factors”. We
undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
ITEM 1.
BUSINESS
GENERAL
PART I
On January 1, 2008, we changed our corporate name from Answerthink, Inc. (“Answerthink”) to The Hackett Group, Inc.
(“Hackett”). In this Form 10-K, unless the context otherwise requires, “Hackett,” the “Company,” “we,” “us,” and “our” refer to The
Hackett Group, Inc. and its subsidiaries and predecessors. All prior references to Answerthink will now be reflected as Hackett as if
the name change was effected for all years presented. We were originally incorporated on April 23, 1997.
Hackett is a global strategic advisory firm and a leader in best practice advisory, benchmarking, and transformation
consulting services, including shared services, offshoring and outsourcing advice. Utilizing best practices and implementation insights
from more than 8,500 benchmarking studies, executives use Hackett’s empirically-based approach to quickly define and prioritize
initiatives to enable world-class performance. Through its Archstone Consulting group acquired in November 2009 (“Archstone”),
Hackett offers Strategy and Operations consulting services in the Consumer and Industrial Products, Pharmaceutical, Manufacturing
and Financial Services industry sectors. Through its REL group, Hackett offers working capital solutions focused on delivering
significant cash flow improvements. Through its Enterprise Resource Planning Solutions group (“ERP Solutions”), Hackett offers
business application consulting services that help maximize returns on information technology (“IT”) investments. Hackett has
worked with over 3,500 major corporations and government agencies, including 97% of the Dow Jones Industrials, 84% of the
Fortune 100, 87% of the DAX 30 and 48% of the FTSE 100.
In 2012, we continued to experience gradual, but volatile economic and client demand improvement in the U.S. and
Western Europe, consistent with the tepid economic growth that these markets experienced. Our hopes in the beginning of the year for
stronger growth were disrupted by concerns over sovereign debt-related issues in Europe, as well as varying ramifications relative to
the U.S. elections outcome. As we head into 2013, we expect 1.5% to 2.0% GDP growth in the U.S., however, we will be more
cautious about our expectations for improved demand in Western Europe. Global organizations continue to recognize the need to drive
sustainable productivity improvement as they look to be competitive in the growing but complex global economy. Global growth
opportunities require organizations to build global standards and to drive operating excellence based on the regional growth
opportunities defined by the markets that they serve. We believe that many organizations have yet to make the global and regional
organizational changes commensurate with the varying regional market conditions. We believe that our offerings are well aligned with
the demands that all organizations will continue to experience during a period of slow and volatile economic growth. We will continue
to ensure that our clients understand that our unique intellectual capital along with our expanding implementation capabilities will
enable them to identify and implement necessary performance improvement initiatives in a targeted and timely manner.
Specifically, organizations must make certain that they have an operating platform or service delivery strategy that
ensures that their underlying business processes allow them to strategically support their operations and to optimize their results in the
current economic environment. To do so, organizations will have to understand and decide how best to organize, enable, source and
manage their critical business processes while both leveraging global standards and resources, and executing based on the specific
regional requirements. We believe companies will continue to place increased emphasis on risk management and tangible return on
their business and technological investments. We believe large enterprises will continue to focus their performance improvement
spending on strategies and tools that help them generate more value from their business investments in the form of enhanced
3
productivity and efficiency. We also expect companies to continue to look for ways to centralize, standardize and automate business
processes and to do so by leveraging educated, low-cost labor markets. In today’s environment, clients must be clearly convinced that
you are uniquely qualified to help them achieve their targeted results in a timely manner.
OUR PROPRIETARY BEST PRACTICE IMPLEMENTATION INTELLECTUAL CAPITAL
Hackett uses its proprietary Best Practice Implementation (“BPI”) intellectual capital to help clients improve their
performance. Our benchmark offerings allow clients to empirically quantify their performance improvement opportunity at an
actionable level. Utilizing the performance metrics and our vast repository of best practices, combined with the global strategy and
implementation insight of our transformation and technology associates, Hackett has created a series of organizational process and
technology tools that allow clients to effect proven sustainable performance improvement. Our proprietary BPI intellectual capital,
which is imbedded within our global delivery methodology, allows us to help clients accelerate their time to benefit.
Our BPI approach leverages our inventory of Hackett-Certified™ practices, observed through benchmark and other BPI
engagements, to correlate best practices with superior performance levels. We utilize Capability Maturity Models to better understand
our client’s capabilities and organizational maturity, so that we can determine the level of performance that they can realistically
pursue. In addition, we utilize Hackett’s intellectual capital in the form of best practice process flows and software configuration
guides to integrate Hackett’s empirically proven best practices directly into business processes and workflows that are enabled by
enterprise software applications. The repository of best practice process flows and software configuration guides reside in the Best
Practice Intelligence Center portal and are used on a project to ensure that best practices are identified and implemented, whenever
possible. This coordinated approach addresses people, process, information and technology.
Because Hackett solutions are based on Hackett-Certified™ practices, we believe that clients gain significant advantages.
Clients can have confidence that their solutions are based on strategies from the world’s leading companies. More importantly,
Hackett solutions deliver enhanced efficiency, improved effectiveness and reduced implementation risk.
The BPI approach often begins with a clear understanding of current performance, which is normally gained through
benchmarking key processes and comparing the results to world-class levels and industry standards captured in the Hackett database.
We then help clients prioritize and select the appropriate best practices to implement through a coordinated performance improvement
strategy. Without a coordinated strategy that addresses the seven key business components which include organization and
governance, process design, process sourcing, service placement, information, enabling technology and skills and talent, we believe
companies risk losing a significant portion of business case benefits of their investments. We have designed detailed best practice
process flows based on Hackett’s deep knowledge of world-class business performance which enable clients to streamline and
automate key processes, and generate performance improvements quickly and efficiently at both the functional and enterprise level.
Similarly, we integrate Hackett-Certified™ practices directly into technology solutions. We believe it is imperative that
companies simplify and automate processes to meet best practice standards before new technology implementations and upgrades are
completed. The automation of inefficient processes only serves to continue to drive up costs, cycle times and error rates. We have
completed detailed fit-gap analyses in most functional areas of major business application packages from Oracle and SAP to
determine their ability to support best practices. Application-specific tools, implementation guides and process flows allow us to
optimize the configuration of ERP software, while limiting customization. BPIs establish the foundation for improved performance.
We believe the combination of optimized processes, best practice-based business applications and enhanced business
intelligence environments allow our clients to achieve and sustain significant business performance improvement. The specific client
circumstances normally dictate how they engage us. Our goal is to be responsive to client needs, and to establish a continuous and
trusted relationship. We have developed a series of offerings that allow us to efficiently help the client without regard to where they
are in their performance improvement lifecycle.
COMPETITION
The strategic business advisory and technology consulting marketplace continues to be extremely competitive. The
marketplace will remain competitive as companies continue to look for ways to improve their organizational effectiveness. Our
competitors include international accounting firms; international, national and regional strategic consulting and systems
implementation firms; and the IT services divisions of application software firms. Mergers and consolidations throughout our industry
have resulted in higher levels of competition. We believe that the principal competitive factors in the industries in which we compete
include skills and capabilities of people, innovative services and product offerings, perceived ability to add value, reputation and client
references, price, scope of services, service delivery approaches, technical and industry expertise, quality of services and solutions,
ability to deliver results on a timely basis, availability of appropriate resources, and global reach and scale. We acknowledge that
many of our competitors are larger but we believe very few of our competitors have proprietary intellectual capital similar to the
performance metrics and BPI insight that emanates from our Transformational Benchmark offering.
4
In spite of our size relative to our competitor group, we believe our competitive position is distinct. With Hackett’s best
practice intellectual capital and its direct link to our BPI approach, we believe we can empirically and objectively assist our clients.
Our ability to apply best practices to client operations via proven techniques is at the core of our competitive standing.
Similarly, we believe that Hackett is the definitive source for best practice performance metrics and strategies. Hackett is
the only organization that has conducted more than 8,500 benchmark studies over 20 years at over 3,500 clients, generating
proprietary data sets spanning performance metrics and correlating best practices with superior performance. The combination of
Hackett benchmark data, along with deep expertise and knowledge in evaluating, designing and implementing business transformation
strategies, delivers a powerful and distinct value proposition for our clients.
Our culture of client collaboration leverages the power of our cross-functional and service line teams to increase revenue
and strengthen relationships. We believe that this culture, along with our intellectual capital-centric approach, gives us a competitive
advantage.
STRATEGY
Our focus will be on executing the following strategies:
•
•
•
•
•
Expand our brand or market permission to our other offerings. We believe that our long term growth prospects lie in our
ability to extend our unique market permission to help clients measure their performance improvement opportunity, using our
proprietary benchmark database into our other offerings. We have started to extend our permission through the strategic
relationship that results from our Executive Advisory Programs. However, our most significant growth opportunity is in our
ability to extend our brand and market permission into our enterprise transformation and other best practice implementation
offerings which create a significant opportunity to grow revenue per client.
Continue to position and grow Hackett as an IP-centric strategic advisory organization. The Hackett brand is widely
recognized for benchmarking metrics and best practice strategies. By building a series of highly complementary on-site and off-
site offerings that allow our clients access to our Intellectual Property (“IP”) which is based on our best practice process and
technology implementation insight, we are able to build trusted strategic relationships with our clients. Depending upon where
our clients are in their assessment or implementation of performance improvement initiatives, we offer them a combination of
offerings that support their efforts. If they need on-site planning, design and/or implementation support, we offer them a
combination of benchmarking and transformation support. If they need off-site access to our IP and advisors to help them either
assess or execute on their own, they can avail themselves of our Executive Advisory Programs. The key is for the client to know
that we can support them strategically by leveraging our unique IP and insight so that we are able to build a strategic
relationship which is appropriate for them. We also believe that clients that value our IP will turn to us for other services when
the need arises, allowing us over time to ascribe a larger amount of our total revenue to a growing client base, which will
improve the predictability of our results.
Introduce New IP–centric Offerings. In late 2011, we launched the introduction of a new performance management dashboard
called the “Hackett Performance Exchange.” In 2012, we worked closely with our participating launch member clients to
validate our targeted functionality and value proposition. This new dashboard offering should allow us to benchmark and
monitor the performance improvement opportunity of key operating processes. This offering securely extracts operating
information directly from a client’s ERP system which allows them to measure and compare their performance to Hackett peer
and world class standards. Most importantly, this solution is fully automated, requiring limited client time to set up and can be
viewed utilizing a laptop with secured web access. This new offering, if successful, may help enhance our business model by
creating a powerful and efficient way for clients to benchmark and or monitor their performance in key operating areas. It could
also increase key operating data that will allow us to improve the proprietary performance insight we can deliver through all of
our other offerings. This offering was launched to clients with a free trial period in order to conduct critical testing and gain
valuable client feedback. Our goal is to complete the enhancements identified during our testing program and to re-launch the
offering so we can test its functionality and to validate the value proposition for our global clients. Since we have yet to
complete our testing and validation process, we cannot assess the contribution, if any, it will have on our business model.
Continue to expand our BPI tools. BPI incorporates intellectual capital from Hackett into our implementation tools and
techniques. For clients, the end results are tangible cost and performance gains and improved returns on their investments. Our
clients attribute their decision to employ us based on our BPI approach and tools. Our objective is to help clients make smarter
business process and software configuration decisions as a result of our BPI methods and knowledge. We are continuously
updating our BPI content and tools through benchmarking, enterprise transformation and research activities. Additional BPI
updates are also driven by new software releases that drive innovation in business process automation.
Create strategic relationships that help us leverage and expand our Hackett intellectual capital base as well as grow our
revenue. We continue to believe that there are other organizations which can help us grow revenue and intellectual capital
consistent with our strategy. Such relationships include programs that we have executed with other consulting organizations,
industry trade groups and software providers.
5
•
•
•
Recruit and develop talent. As we continue to grow and realize the potential of our business model, it has become increasingly
evident that the primary limit to our progress will be our ability to attract, retain, develop and motivate associates. We continue
to invest in associate development programs that are specifically targeted to improve our go-to-market and delivery execution.
Leverage our dual shore capabilities. Developing an offshore resource capability to support all of our offerings has been a key
strategy for our organization. Our facility in Hyderabad, India allows us to increase operational efficiencies while maintaining
24 hour/5 day operations.
Seek out strategic acquisitions. We will continue to pursue strategic acquisitions that strengthen our ability to compete and
expand our IP. We believe that our unique Hackett access and our BPI approach, coupled with our strong balance sheet and
infrastructure, can be utilized to support a larger organization. We believe that acquisitions must be accretive or have strong
growth prospects, but most importantly, have strong synergy with our best practice intellectual capital focus.
OUR OFFERINGS
We offer a comprehensive range of services, including executive advisory programs, benchmarking, business
transformation and technology consulting services. With strategic and functional knowledge in finance, human resources, information
technology, procurement, supply chain management, corporate services, customer service, and sales and marketing, our expertise
extends across the enterprise. We have completed successful engagements in a variety of industries, including automotive, consumer
goods, financial services, technology, life sciences, manufacturing, media and entertainment, retail, telecommunications,
transportation and utilities.
The Hackett Group
•
Executive Advisory Programs
On-demand access provides world-class performance metrics, peer-learning opportunities and best practice
implementation advice. The scope of Hackett’s advisory programs is defined by business function (Executive Advisory) and by end-
to-end process coverage (Process Advisory). Our advisory programs include a mix of the following deliverables:
•
•
•
•
Advisor Inquiry: Hackett’s inquiry services are used by clients for quick access to fact-based advice on proven
approaches and methods to increase the efficiency and effectiveness of selling, general and administrative processes.
Best Practice Research: Empirically-based research and insight derived from Hackett benchmark, performance and
transformation studies. Our research provides detailed insights into the most significant proven approaches in use at
world-class organizations that yield superior business results.
Peer Interaction: Regular member-led webcasts, annual Best Practice Conferences, annual Member Forums, membership
performance surveys and client-submitted content, provide ongoing peer learning and networking opportunities.
Best Practice Intelligence Center: Online, searchable repository of best practices, performance metrics, conference
presentations and associated research available to Executive Advisory Program Members and their support teams.
•
Benchmarking Services
Our benchmarking group dates back to 1991, and has measured and evaluated the efficiency and effectiveness of
enterprise functions for over 3,500 organizations globally. This includes 97% of the Dow Jones Industrials, 84% of the Fortune 100,
87% of the DAX 30 and 48% of the FTSE 100. Ongoing studies are conducted in a wide range of areas, including selling, general and
administrative, finance, human resources, information technology, procurement, enterprise performance management, shared service
centers and working capital management. Hackett has identified over 1,900 best practices for over 95 processes in these key functional
areas and uses proprietary performance measurement tools and data collection processes that enable companies to complete the
performance measurement cycle and identify and quantify improvement opportunities in as little as four weeks. Benchmarks are used
by our clients to objectively establish priorities, generate organizational consensus, align compensation to establish performance goals,
and develop the required business case for business and technology investments.
•
Business Transformation
Our Business Transformation programs help clients develop a coordinated strategy for achieving performance
improvements across the enterprise. Our experienced teams utilize Hackett performance measurement data to link performance gains
to industry best practices. Our strategic capabilities include operational assessments, process and organization design, change
management and the effective application of technology. We combine best practices knowledge with business expertise and broad
technology capabilities, which we believe enables our programs to optimize return on client investments in people, process,
technology and information.
Through REL, a global leader in generating cash flow improvement from working capital, we offer services which are
designed to help companies improve cash flow from operations through improved working capital management, reduced costs and
increased service quality.
6
Through Archstone, we offer services which specialize in industry supply chain and procurement consulting and advisory
competencies.
ERP Solutions
Our ERP Solutions professionals help clients choose and deploy the software applications that best meet their needs and
objectives. Our expertise is focused on the following application providers: Oracle, SAP, and leading time and attendance providers.
The group offers comprehensive services from planning, architecture, and vendor evaluation and selection through implementation,
customization, testing and integration. Comprehensive fit-gap analyses of all major packages against Hackett Best Practices are
utilized by our ERP Solutions teams. BPI tools and templates help integrate best practices into business and analytical applications.
The group also offers post-implementation support, change management, exception management, process transparency, system
documentation and end-user training, all of which are designed to enhance return on investment. We also provide offshore application
development and support services. These services include post-implementation support for select business application platforms. Our
ERP Solutions group also includes a division responsible for the sale and maintenance support of the SAP suite of ERP applications.
Subsequent to December 28, 2012, we exited the Oracle ERP implementation business practice, which is separate and
distinct from our Oracle Enterprise Performance Management (“EPM”) practice.
See Note 1 and Note 17 in the notes to the consolidated financial statements regarding segment reporting and geographic
and service group information.
CLIENTS
We focus on developing long-term client relationships with Global 2000 firms and other sophisticated buyers of business
and IT consulting services. During 2012, 2011 and 2010, our ten most significant clients accounted for 18%, 22% and 26% of
revenue, respectively, and one client generated 3%, 3% and 4% of total revenue, respectively. We believe that we have achieved a
high level of satisfaction across our client base. The responses to our client satisfaction surveys have been positive. We receive
surveys from a significant number of our engagements which are utilized in a rigorous process to improve our delivery execution,
sales processes, methodologies and training.
BUSINESS DEVELOPMENT AND MARKETING
Our extensive client base and relationships with Global 2000 firms remain our most significant sources of new business.
Our revenue generation strategy is formulated to ensure that we are addressing multiple facets of business development. The
categories below define our business development resources. Our primary goal is to continue to increase awareness of our brand
which we have created around Hackett’s empirical knowledge capital and BPI in the extended enterprise that we now serve. Our
Hackett and BPI message has remained the central focus of our marketing and communications programs in 2012, which helped to
expand both an understanding of and demand for this approach. Similarly, we have regionalized our sales and market development
efforts in both North America and Europe, so we can better coordinate the sales efforts from the various offerings. Our compensation
programs for our associates reflect an emphasis on optimizing our total revenue relationship with our clients while continuing to
emphasize the growth of our Executive Advisory Program clients. For our ERP Solutions groups, we have continued to utilize Hackett
intellectual capital that resides in our BPI tools as a way to differentiate the relationships we have with the software providers and with
our clients.
BUSINESS DEVELOPMENT RESOURCES
Although virtually all of our advisors and consultants have the ability to and are expected to contribute to new revenue
opportunities, our primary internal business development resources are comprised of the following:
•
•
•
The Leadership Team, Principals and Senior Directors are comprised of our senior leaders who have a combination of
executive, regional, practice and anchor account responsibilities. In addition to their management responsibilities, this
group of associates is responsible for growing the business by fostering executive-level relationships within accounts and
leveraging their existing contacts in the marketplace.
The Sales Organization is comprised of associates who are 100% dedicated to generating sales. They are deployed
geographically in key markets and are primarily focused on developing new relationships and are aligned to our core
practice areas within their target accounts. They also handle opportunities in their geographic territories as they arise.
The Business Development Associates are comprised of trained groups of telemarketing specialists who are conversant
with their respective solution areas. Lead generation is coordinated with our marketing and sales groups to ensure that our
inbound and outbound efforts are synchronized with targeted marketing and sales programs.
7
•
The Delivery Organization is comprised of our billable associates who work at client locations. We encourage associates
to pursue additional business development opportunities through their normal course of delivering existing projects and
helping us expand our business within existing accounts.
In addition to our business development resources, we have a corporate marketing and communications organization responsible for
overseeing our marketing programs, public relations and employee communications activities.
We have organized our market focus into the following categories:
•
•
•
Strategic Accounts are comprised of large prospects and existing relationships which we believe will have a significant
revenue relationship within the next 18 months. Strategic account criteria include the size of the company, industry
affiliation, propensity to buy external consulting services and contacts within the account. The sales representative
working closely with regional leadership is primarily responsible for identifying business opportunities in the account,
acting as the single point of coordination for the client, and performing the general duties of account manager.
Regional Accounts are accounts within a specified geographic location. These accounts mostly include large prospects,
dormant clients, existing medium-sized clients and mid-tier market accounts and are handled primarily on an opportunistic
basis, except for active clients where delivery teams are focused on driving additional revenue.
Strategic Alliance Accounts are accounts that allow us to partner with organizations of greater scale or different skill sets
or with software developers which enables all parties to jointly market their products and services to prospective clients.
MANAGEMENT SYSTEMS
Our management control systems are comprised of various accounting, billing, financial reporting, human resources,
marketing and resource allocations systems, many of which are integrated with our knowledge management system, Mind~Share. We
believe that Mind~Share significantly enhances our ability to serve our clients efficiently by allowing our knowledge-base to be
shared by all associates worldwide on a real-time basis. Our well-developed, flexible, scalable infrastructure has allowed us to quickly
integrate the new employees and business systems we have acquired.
TALENT MANAGEMENT
We fully believe that our culture fosters intellectual creativity, collaboration and innovation. We believe in building
relationships with both our associates and clients. We believe the best solutions come from teams of diverse individuals addressing
problems collectively and from multiple dimensions, including the business, technological and human dimensions. We believe that the
most effective working environment is one where everyone is encouraged to contribute and is rewarded for that contribution. Our core
values are the strongest expression of our working style and represent what we stand for. These core values are:
• Continuous development of our associates, our unique content business model and our knowledge base;
• Diversity of backgrounds, skills and experiences;
• Knowledge capture, contribution and utilization; and
• Collaboration with one another, our partners and our clients.
Our human resources staff includes seasoned professionals in North America, Europe and Asia Pacific who support our
practices by, among other things, administering our benefit programs and facilitating the hiring process. Our human resources staff
also includes dedicated individuals who recruit consultants with both business and technology expertise. Our recruiting team supports
our hiring process by focusing on the highest demand solution areas of our business to ensure an adequate pipeline of new associates.
We also have an employee referral program, which rewards existing employees who source new hires.
As of December 28, 2012, we had 947 associates, 79% of whom were billable professionals. We do not have any
associates that are subject to collective bargaining arrangements, however, in France our associates enjoy the benefit of certain
government mandated regulations based on industry classification. We have entered into nondisclosure and non-solicitation
agreements with virtually all of our personnel. From time to time, we also engage consultants as independent contractors.
COMMUNITY INVOLVEMENT
One important way we put our values into action is through our commitment to the communities where we work. The
mission of our Community Councils, which operate in each of the cities where we have offices, is to strive to make the markets,
communities and clients we serve better than how we found them. We do so by building a strong sense of community, with
collaboration and personal interaction from all of our associates, through both volunteer and service programs and social gatherings.
8
AVAILABLE INFORMATION
We make our public filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all exhibits and amendments to these reports,
available free of charge at our website www.thehackettgroup.com as soon as reasonably practicable after we electronically file such
material with, or furnish it to, the SEC. Any material that we file with the SEC may be read and copied at the SEC’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549 or at www.sec.gov. Information on the operation of the Public Reference Room
may be obtained by calling the SEC at 1-800-SEC-0330.
Also available on our website, free of charge, are copies of our Code of Conduct and Ethics, and the charters for the Audit
Committee, Compensation Committee and Nominating and Governance Committee of our Board of Directors. We intend to disclose
any amendment to, or waiver from, a provision of our Code of Conduct and Ethics applicable to our senior financial officers,
including our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Corporate Controller on our website
within four business days following the date of the amendment or waiver.
ITEM 1A. RISK FACTORS
Our business is subject to risks. The following important factors could cause actual results to differ materially from those
contained in forward-looking statements made in this Annual Report on Form 10-K or printed elsewhere by management from time to
time.
Our results of operations could be negatively affected by global economic conditions.
Current global economic conditions may affect our clients’ businesses and the markets they serve. A substantial or
prolonged economic downturn could adversely affect our clients’ financial condition which may reduce our clients’ demand for our
services, force price reductions, cause project cancellations, or delay consulting services for which they have engaged us. In addition,
if we are unable to successfully anticipate the changing economic conditions, we may be unable to effectively plan for and respond to
those changes, and our business could be negatively affected.
Our quarterly operating results may vary.
Our financial results may fluctuate from quarter to quarter. In future quarters, our operating results may not meet public
market analysts’ and investors’ expectations. If that happens, the price of our common stock may fall. Many factors can cause these
fluctuations, including:
•
•
•
•
•
•
•
•
•
•
•
•
number, size, timing and scope of client engagements;
customer concentration;
long and unpredictable sales cycles;
contract terms of client engagements;
degrees of completion of client engagements;
client engagement delays or cancellations;
competition for and utilization of employees;
how well we estimate the resources and effort we need to complete client engagements;
the integration of acquired businesses;
pricing changes in the industry;
economic conditions specific to business and information technology consulting; and
global economic conditions.
A high percentage of our operating expenses, particularly personnel and rent, are fixed in advance of any particular
quarter. As a result, if we experience unanticipated changes in client engagements or in consultant utilization rates, we could
experience large variations in quarterly operating results and losses in any particular quarter. Due to these factors, we believe our
quarter-to-quarter operating results should not be used to predict future performance.
9
If we are unable to maintain our reputation and expand our name recognition, we may have difficulty attracting new business and
retaining current clients and employees.
We believe that establishing and maintaining a good reputation and name recognition are critical for attracting and
retaining clients and employees in our industry. We also believe that the importance of reputation and name recognition will continue
to increase due to the number of providers of business consulting and IT services. If our reputation is damaged or if potential clients
are not familiar with us or with the solutions we provide, we may be unable to attract new, or retain existing, clients and employees.
Promotion and enhancement of our name will depend largely on our success in continuing to provide effective solutions. If clients do
not perceive our solutions to be effective or of high quality, our brand name and reputation will suffer. In addition, if solutions we
provide have defects, critical business functions of our clients may fail, and we could suffer adverse publicity as well as economic
liability.
We depend heavily on a limited number of clients.
We have derived, and believe that we will continue to derive, a significant portion of our revenue from a limited number
of clients for which we perform large projects. In 2012, our ten largest clients accounted for 18% of our aggregate revenue. In
addition, revenue from a large client may constitute a significant portion of our total revenue in any particular quarter. Our customer
contracts generally can be cancelled for convenience by the customer upon 30 days’ notice. The loss of any of our large clients for any
reason, including as a result of the acquisition of that client by another entity, our failure to meet that client’s expectations, the client’s
decision to reduce spending on technology-related projects, or failure to collect amounts owed to us from our client could have a
material adverse effect on our business, financial condition and results of operations.
We have risks associated with potential acquisitions or investments.
Since our inception, we have expanded through acquisitions. In the future, we plan to pursue additional acquisitions as
opportunities arise. We may not be able to successfully integrate businesses which we may acquire in the future without substantial
expense, delays or other operational or financial problems. We may not be able to identify, acquire or profitably manage additional
businesses. Also, acquisitions may involve a number of risks, including:
•
•
•
•
•
•
•
diversion of management’s attention;
failure to retain key personnel;
failure to retain existing clients;
unanticipated events or circumstances;
unknown claims or liabilities;
amortization of certain acquired intangible assets; and
operating in new or unfamiliar geographies.
Client dissatisfaction or performance problems at a single acquired business could have a material adverse impact on our
reputation as a whole. Further, we cannot assure you that our future acquired businesses will generate anticipated revenue or earnings.
Difficulties in integrating businesses we acquire in the future may demand time and attention from our senior management.
Integrating businesses we acquire in the future may involve unanticipated delays, costs and/or other operational and
financial problems. In integrating acquired businesses, we may not achieve expected economies of scale or profitability, or realize
sufficient revenue to justify our investment. If we encounter unexpected problems as we try to integrate an acquired firm into our
business, our management may be required to expend time and attention to address the problems, which would divert their time and
attention from other aspects of our business.
Our markets are highly competitive.
We may not be able to compete effectively with current or future competitors. The business consulting and IT services
markets are highly competitive. We expect competition to further intensify as these markets continue to evolve. Some of our
competitors have longer operating histories, larger client bases, longer relationships with their clients, greater brand or name
recognition and significantly greater financial, technical and marketing resources than we do. As a result, our competitors may be in a
stronger position to respond more quickly to new or emerging technologies and changes in client requirements and to devote greater
resources than we can to the development, promotion and sale of their services. Competitors could lower their prices, potentially
forcing us to lower our prices and suffer reduced operating margins. We face competition from international accounting firms;
international, national and regional strategic consulting and systems implementation firms; and the IT services divisions of application
software firms.
10
In addition, there are relatively low barriers to entry into the business consulting and IT services market. We do not own
any patented technology that would stop competitors from entering this market and providing services similar to ours. As a result, the
emergence of new competitors may pose a threat to our business. Existing or future competitors may develop and offer services that
are superior to, or have greater market acceptance, than ours, which could significantly decrease our revenue and the value of your
investment.
We may not be able to hire, train, motivate, retain and manage professional staff.
To succeed, we must hire, train, motivate, retain and manage highly skilled employees. Competition for skilled employees
who can perform the services we offer is intense. We might not be able to hire enough skilled employees or train, motivate, retain and
manage the employees we hire. This could hinder our ability to complete existing client engagements and bid for new ones. Hiring,
training, motivating, retaining and managing employees with the skills we need is time-consuming and expensive.
We could lose money on our contracts.
As part of our strategy, from time to time, we enter into capped or fixed-price contracts, in addition to contracts based on
payment for time and materials. Because of the complexity of many of our client engagements, accurately estimating the cost, scope
and duration of a particular engagement can be a difficult task. We maintain an Office of Risk Management (“ORM”) that evaluates
and attempts to mitigate delivery risk associated with complex projects. In connection with their review, ORM analyzes the critical
estimates associated with these projects. If we fail to make these estimates accurately, we could be forced to devote additional
resources to these engagements for which we will not receive additional compensation. To the extent that an expenditure of additional
resources is required on an engagement, this could reduce the profitability of, or result in a loss on, the engagement. In the past, we
have, on occasion, engaged in negotiations with clients regarding changes to the cost, scope or duration of specific engagements. To
the extent we do not sufficiently communicate to our clients, or our clients fail to adequately appreciate the nature and extent of any of
these types of changes to an engagement, our reputation may be harmed and we may suffer losses on an engagement.
Lack of detailed written contracts could impair our ability to recognize revenue for services performed, collect fees, protect our IP
and protect ourselves from liability to others.
We protect ourselves by entering into detailed written contracts with our clients covering the terms and contingencies of
the client engagement. In some cases, however, consistent with what we believe to be industry practice, work is performed for clients
on the basis of a limited statement of work or verbal agreement before a detailed written contract can be finalized. Revenue is not
recognized on a project prior to receiving a signed contract. To the extent that we fail to have detailed written contracts in place, our
ability to collect fees, protect our IP and protect ourselves from liability to others may be impaired.
Our corporate governance provisions may deter a financially attractive takeover attempt.
Provisions of our charter and by-laws may discourage, delay or prevent a merger or acquisition which shareholders may
consider favorable, including transactions in which shareholders would receive a premium for their shares. These provisions include
the following:
•
•
shareholders must comply with advance notice requirements before raising a matter at a meeting of shareholders or
nominating a director for election;
our Board of Directors is staggered into three classes and the members may be removed only for cause upon the
affirmative vote of holders of at least two-thirds of the shares entitled to vote;
• we would not be required to hold a special meeting to consider a takeover proposal unless holders of more than a majority
of the shares entitled to vote on the matter were to submit a written demand or demands for us to do so; and
•
our Board of Directors may, without obtaining shareholder approval, classify and issue up to 1,250,000 shares of preferred
stock with powers, preferences, designations and rights that may make it more difficult for a third party to acquire us.
In addition, our Board of Directors has adopted a shareholder rights plan. Subject to certain exceptions, in the event that a
person or group in the future becomes the beneficial owner of 15% or more of our common stock (or in the case of Liberty Wanger
Asset Management, L.P. (now known as Columbia Wanger Asset Management, L.P.) and its affiliates 20%), or commences, or
publicly announces, an intention to commence a tender or exchange offer which would result in its ownership of 15% or more of our
outstanding common stock, then the rights issued to our shareholders in connection with this plan will allow our shareholders to
purchase shares of our common stock at 50% of its then current market value. In addition, if we are acquired in a merger, or 50% or
more of our assets are sold in one or more related transactions, our shareholders would have the right to purchase the common stock of
the acquiring company at half the then current market price of such common stock.
11
We may lose large clients or may not be able to secure targeted follow-on work or client retention rates.
Our client engagements are generally short-term arrangements, and most clients can reduce or cancel their contracts for
our services with a 30 days’ notice and without penalty. As a result, if we lose a major client or large client engagement, our revenue
will be adversely affected. We perform varying amounts of work for specific clients from year to year. A major client in one year may
not use our services in another year. In addition, we may derive revenue from a major client that constitutes a large portion of total
revenue for particular quarters. If we lose any major clients or any of our clients cancel programs or significantly reduce the scope of a
large engagement, our business, financial condition, and results of operations could be materially and adversely affected. Also, if we
fail to collect a large accounts receivable, we could be subjected to significant financial exposure. Consequently, you should not
predict or anticipate our future revenue based upon the number of clients we currently have or the number and size of our existing
client engagements.
We also derive a portion of our revenue from annual memberships for our Executive Advisory Programs. Our growth
prospects therefore depend on our ability to achieve and sustain renewal rates on programs and to successfully launch new programs.
Failure to achieve renewal rate levels or to successfully launch new programs and services could have an adverse effect on our
operating results.
We may lose money in the introduction of new offerings.
In 2011, we introduced a new software (with a free trial period in order to conduct critical testing) as a service
performance management offering called Hackett Performance Exchange. We have invested over $7.0 million in the development of
this new offering. At this time, there is no assurance that we will recover our investment or develop the requisite number of paid client
contracts necessary to adequately cover our product development and support costs associated with this initiative.
If we are unable to protect our IP rights or infringe on the IP rights of third parties, our business may be harmed.
We rely upon a combination of nondisclosure and other contractual arrangements and trade secret, copyright and
trademark laws to protect our proprietary rights and the proprietary rights of third parties from whom we license IP. Although we enter
into confidentiality agreements with our employees and limit distribution of proprietary information, there can be no assurance that the
steps we have taken in this regard will be adequate to deter misappropriation of proprietary information, or that we will be able to
detect unauthorized use and take appropriate steps to enforce our IP rights.
Although we believe that our services do not infringe on the IP rights of others and that we have all rights necessary to
utilize the IP employed in our business, we are subject to the risk of claims alleging infringement of third-party IP rights. Any claims
could require us to spend significant sums in litigation, pay damages, develop non-infringing IP or acquire licenses to the IP that is the
subject of asserted infringement.
The market price of our common stock may fluctuate widely.
The market price of our common stock could fluctuate substantially due to:
•
•
•
•
•
future announcements concerning us or our competitors;
quarterly fluctuations in operating results;
announcements of acquisitions or technological innovations;
changes in earnings estimates or recommendations by analysts; or
current market volatility.
In addition, the stock prices of many business and technology services companies fluctuate widely for reasons which may
be unrelated to operating results. Fluctuation in the market price of our common stock may impact our ability to finance our operations
and retain personnel.
We earn revenue, incur costs and maintain cash balances in multiple currencies, and currency fluctuations could adversely affect
our financial results.
We have increasing international operations, where we earn revenue and incur costs in various foreign currencies,
primarily the British Pound, the Euro and the Australian Dollar. Doing business in these foreign currencies exposes us to foreign
currency risks in numerous areas, including revenue, purchases, payroll and investments. Certain foreign currency exposures are
naturally offset within an international business unit, because revenue and costs are denominated in the same foreign currency, and
certain cash balances are held in U.S. Dollar denominated accounts. However, due to the increasing size and importance of our
international operations, fluctuations in foreign currency exchange rates could materially impact our results.
12
Our cash position includes amounts denominated in foreign currencies. We manage our worldwide cash requirements
considering available funds from our subsidiaries and the cost effectiveness with which these funds can be accessed. The repatriation
of cash balances from certain of our subsidiaries outside the U.S. could have adverse tax consequences and be limited by foreign
currency exchange controls. However, those balances are generally available without legal restrictions to fund ordinary business
operations. Any fluctuations in foreign currency exchange rates could materially impact the availability and amount of these funds
available for transfer.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
Our principal executive offices are currently located at 1001 Brickell Bay Drive, Suite 3000, Miami, Florida 33131. The
lease on this premise covers 10,896 square feet and expires June 30, 2015. We also have offices in Atlanta, Chicago, New York,
Philadelphia, San Francisco, Frankfurt, London, Amsterdam, Paris, Hyderabad, Budapest and Sydney. As of December 28, 2012, we
had operating leases that extend through January 2018. We believe that we will be able to obtain suitable new or replacement space as
needed. We do not own real estate and do not intend to invest in real estate or real estate-related assets.
ITEM 3.
LEGAL PROCEEDINGS
We are 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 our
consolidated financial position, cash flows or results of operations.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock traded on the NASDAQ Stock Market (“NASDAQ”) under the NASDAQ symbol, “ANSR” since our
initial public offering on May 28, 1998 through January 31, 2008. In conjunction with our name change, we began trading on the
NASDAQ under the NASDAQ symbol, “HCKT,” effective January 31, 2008. The following table sets forth for the fiscal periods
indicated the high and low sales prices of the common stock, as reported on the NASDAQ:
2012
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
2011
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
High
$ 4.74
$ 5.77
$ 6.58
$ 6.21
$ 4.70
$ 5.24
$ 5.21
$ 4.00
Low
$ 3.20
$ 3.48
$ 4.67
$ 3.55
$ 3.20
$ 3.17
$ 3.75
$ 3.15
The closing sale price for the common stock on March 1, 2013, was $4.66.
As of March 1, 2013, there were 291 holders of record of our common stock and 31,669,270 shares of common stock
outstanding.
Securities Authorized for Issuance under Equity Compensation Plans
Information appearing under the caption “Equity Compensation Plan Information” in the 2013 Proxy Statement is hereby
incorporated by reference.
13
Performance Graph
The following graph compares our cumulative total shareholder return since December 28, 2007 with the NASDAQ
Composite Index and a peer group index composed of other companies with similar business models identified below. The graph
assumes that the value of the investment in our common stock and each index (including reinvestment of dividends) was $100 on
December 28, 2007.
The Hackett Group, Inc.
NASDAQ Composite
Peer Group
12/28/07
$ 100.00
$ 100.00
$ 100.00
1/2/09
$ 63.50
$ 59.10
$ 60.07
1/1/10
$ 61.50
$ 82.19
$ 52.59
12/31/10
$ 77.65
$ 97.23
$ 53.14
12/30/11
$ 82.74
$ 98.85
$ 60.62
12/28/12
$ 90.68
$ 110.91
$ 56.69
The Peer Group includes Edgewater Technology, Inc., FTI Consulting, Inc., Huron Consulting Group, Inc., Information
Services Group, Inc., and The Corporate Executive Board Company.
Company Dividend Policy
In December 2012, we announced an annual dividend program. The first dividend payment of $3.1 million was paid on
December 28, 2012, to shareholders on record as of close of business December 20, 2012. Although our credit agreement, entered into
on February 21, 2012, contains restrictions on our ability to declare dividends and repurchase shares, Bank of America agreed to
waive the agreement for the December 2012 dividend payment from the covenant calculations. The declaration of dividends shall at
all times be subject to the final determination of our Board of Directors that a dividend is prudent at that time in consideration of the
needs of the business.
Purchases of Equity Securities
On March 21, 2012, we completed a tender offer to purchase 11.0 million shares of our common stock at a purchase price
of $5.00 per share, for an aggregate cost of approximately $55.0 million, excluding fees and expenses related to the tender offer. The
11.0 million shares accepted for purchase represented approximately 27% of our issued and outstanding shares of common stock at
that time. See Note 13 in the notes to the consolidated financial statements.
We have an ongoing authorization from our Board of Directors to repurchase shares of our common stock in the open
market or in negotiated transactions, excluding the above mentioned tender offer transaction. All repurchases are made in the open
market or through privately negotiated transactions, subject to market conditions and trading restrictions. There is no expiration date
on the current authorization and we did not make any determination to suspend or cancel purchases under the program. As of
December 28, 2012, the cumulative authorization was for up to $75.0 million with cumulative purchases under the plan of $74.4
million, leaving $0.6 million available for future purchases. We did not repurchase any common stock in 2012.
14
ITEM 6.
SELECTED FINANCIAL DATA
The following consolidated financial data sets forth our selected financial information as of and for each of the years in
the five-year period ended December 28, 2012, and has been derived from our audited consolidated financial statements. The selected
consolidated financial data should be read together with our consolidated financial statements, related notes thereto and with
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Consolidated Statement of Operations Data:
Revenue:
Revenue before reimbursements
Reimbursements
Total revenue (1)
Costs and expenses:
Cost of service:
Personnel costs before reimbursable
expenses
Reimbursable expenses
Total cost of service
Selling, general and administrative costs
Restructuring (benefits) costs
Total costs and operating expenses
Income (loss) from operations
Other income (loss):
Non-cash acquisition earn-out shares re-
measurement gain
Interest (expense) income, net (2)
Loss on marketable investments
Income (loss) before income taxes
Income tax (benefit) expense (3)
Net income (loss)
Basic net income (loss) per common share:
Net income (loss) per common share
Weighted average common shares outstanding
Diluted net income (loss) per common share:
Net income (loss) per common share
Weighted average common and common
equivalent shares outstanding
Consolidated Balance Sheet Data:
Cash and cash equivalents
Marketable investments
Restricted cash
Working capital
Total assets
Long-term debt
Shareholders’ equity
Dividends paid per share
Year Ended
December 28,
2012
December 30,
2011
December 31,
2010
January 1,
2010
January 2,
2009
(in thousands, except per share data)
$ 209,278
24,782
234,060
$ 200,435
24,682
225,117
$ 180,899
20,449
201,348
$129,019
13,681
142,700
$173,217
18,884
192,101
133,974
24,782
158,756
58,686
(211)
217,231
16,829
—
(610)
—
16,219
(478)
16,697
0.53
31,704
0.50
$
$
$
126,421
24,682
151,103
56,773
—
207,876
17,241
—
33
—
17,274
(4,495)
21,769
0.55
39,895
0.52
$
$
$
112,692
20,449
133,141
55,755
—
188,896
12,452
1,727
22
—
14,201
(26)
14,227
84,407
13,681
98,088
46,215
5,437
149,740
(7,040)
—
51
(35)
(7,024)
(212)
$ (6,812)
96,844
18,884
115,728
58,474
—
174,202
17,899
—
442
—
18,341
465
$ 17,876
0.35
40,349
$
(0.18)
38,240
$
0.44
40,471
0.34
$
(0.18)
$
0.43
$
$
$
33,511
41,875
42,372
38,240
41,498
16,906
$
—
$
683
$
$
23,761
$ 153,921
22,105
$
94,726
$
0.10
$
32,936
$
—
$
885
$
$
42,013
$ 167,426
$
—
$ 130,248
—
$
25,337
$
—
$
1,610
$
$
27,243
$ 150,801
$
—
$ 113,240
—
$
$ 15,004
$
—
$ 1,475
$ 11,435
$136,535
$ —
$ 98,252
$ —
$ 32,060
$ 1,727
600
$
$ 24,301
$133,664
$ —
$ 93,917
$ —
(1)
In November 2009, we acquired Archstone. As a result of the acquisition, total revenue included $5.6 million in the 2009 results
of operations.
Interest expense in 2012 relates to the Credit Facility, as defined below, entered into in February 2012.
(2)
(3) Fiscal years 2012 and 2011 include the benefit for the release of $4.0 million and $5.3 million, respectively, of deferred income
tax asset valuation allowance.
15
ITEM 7.
Overview
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Hackett, originally incorporated on April 23, 1997, is a leading 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.
Hackett is a strategic advisory firm and a world leader in best practice research, benchmarking, business transformation
and working capital management services which empirically defines and enables world-class enterprise performance. Hackett
empirically defines world-class performance in sales, general and administrative and certain supply chain activities with analysis
gained through more than 8,500 benchmark studies over 20 years at over 3,500 of the world’s leading companies.
Hackett’s combined capabilities include executive advisory programs, benchmarking, business transformation working
capital management and technology solutions, with corresponding offshore support.
In the following discussion, “Hackett” represents our total company. “The Hackett Group” encompasses our
Benchmarking, Business Transformation and Executive Advisory groups, and includes EPM Technologies. “ERP Solutions”
encompasses our ERP technology groups, which include SAP and Oracle.
The acquisition of Archstone in late 2009 brought a strong EPM Transformation group to Hackett. This allowed us to
combine the acquired transformation skills with our existing EPM technology group, which has been one of The Hackett Group’s
growth drivers. The transformation and technology groups both adopted The Hackett Group brand in 2010, and in 2011 moved to a
combined incentive plan. Therefore, the revenue of the EPM technology group is reflected in The Hackett Group service line to best
reflect this integration of brand and go-to-market focus in the Company report.
Critical Accounting Policies
In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of
operations and financial position in conformity with generally accepted accounting principles in the United States (“GAAP”). Actual
results could differ significantly from those estimates under different assumptions and conditions. We believe the following discussion
addresses our most critical accounting policies. These policies require management to exercise judgment on issues that are often
difficult, subjective and complex due to the necessity of estimating the effect of matters that are inherently uncertain.
Revenue Recognition
Our revenue is principally derived from fees for services generated on a project-by-project basis. Revenue for services
rendered is recognized on a time and materials basis or on a fixed-fee or capped-fee basis.
Revenue for time and materials contracts is recognized based on the number of hours worked by our consultants at an
agreed upon rate per hour and is recognized in the period in which services are performed.
Revenue related to fixed-fee or capped-fee contracts is recognized on the proportional performance method of accounting
based on the ratio of labor hours incurred to estimated total labor hours. This percentage is multiplied by the contracted dollar amount
of the project to determine the amount of revenue to be recognized in an accounting period. The contracted dollar amount used in this
calculation excludes the amount the client pays us for reimbursable expenses. There are situations where the number of hours to
complete projects may exceed our original estimate, as a result of an increase in project scope, unforeseen events that arise, or the
inability of the client or the delivery team to fulfill their responsibilities. On an on-going basis, our project delivery, Office of Risk
Management and finance personnel review hours incurred and estimated total labor hours to complete projects. Any revisions in these
estimates are reflected in the period in which they become known. If our estimates indicate that a contract loss will occur, a loss
provision will be recorded in the period in which the loss first becomes probable and reasonably estimable. Contract losses are
determined to be the amount by which the estimated direct costs of the contract exceed the estimated total revenue that will be
generated by the contract. These costs are included in total cost of service.
Revenue from advisory services is recognized ratably over the life of the client agreements.
Revenue for contracts with multiple elements is allocated based on the selling price of the elements.
Additionally, we earn revenue from the resale of software licenses and maintenance contracts. Revenue for the resale of
software and software licenses is recognized upon contract execution and customer receipt of software. Revenue from maintenance
contracts is recognized ratably over the life of the agreements.
16
Unbilled revenue represents revenue for services performed that have not been invoiced. If we do not accurately estimate
the scope of the work to be performed, or we do not manage our projects properly within the planned periods of time, or we do not
meet our clients’ expectations under the contracts, then future consulting margins may be negatively affected or losses on existing
contracts may need to be recognized. Any such reductions in margins or contract losses could be material to our results of operations.
Sales tax collected from customers and remitted to the applicable taxing authorities is accounted for on a net basis, with
no impact on revenue.
Revenue before reimbursements excludes reimbursable expenses charged to clients. Reimbursements, which include
travel and out-of-pocket expenses, are included in revenue, and an equivalent amount of reimbursable expenses is included in cost of
service.
The agreements entered into in connection with a project, whether time and materials, or fixed-fee or capped-fee based,
typically allow our 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 us through the effective date of the termination.
In addition, from time to time we enter into agreements with our clients that limit our right to enter into business relationships with
specific competitors of that client for a specific time period. These provisions typically prohibit us from performing a defined range of
services which we might otherwise be willing to perform for potential clients. These provisions are generally limited to six to twelve
months and usually apply only to specific employees or the specific project team.
Allowances for Doubtful Accounts
We maintain allowances for doubtful accounts for estimated losses resulting from our clients not making required
payments. Periodically, we review accounts receivable to assess our estimates of collectability. Management critically reviews
accounts receivable and analyzes historical bad debts, past-due accounts, client credit-worthiness and current economic trends when
evaluating the adequacy of the allowance for doubtful accounts. If the financial condition of our clients were to deteriorate, resulting
in their inability to make payments, additional allowances may be required.
Long-Lived Assets (excluding Goodwill and Other Intangible Assets)
Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an
asset may not be fully recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset
are compared to the asset’s carrying amount to determine if there has been an impairment. The amount of an impairment is calculated
as the difference between the fair value of the asset and its carrying value. Estimates of future undiscounted cash flows are based on
management’s view of growth rates for the related business, anticipated future economic conditions and estimates of residual values.
Goodwill and Other Intangible Assets
Goodwill and intangible assets deemed to have indefinite lives are not amortized, but rather are tested for impairment on
an annual basis, or more frequently if events or changes in circumstances indicate potential impairment. Finite-lived intangible assets
are amortized over their useful lives and are subject to impairment evaluations. The excess cost of the acquisition over the fair value of
the net assets acquired is recorded as goodwill.
Goodwill is tested at least annually for impairment at the reporting unit level utilizing the market and income approaches.
The reporting units are The Hackett Group (including Benchmarking, Business Transformation, Business Transformation Enterprise
Performance Management (“EPM”), Strategy and Operations and Executive Advisory Programs) and Hackett Technology Solutions
(including SAP, Oracle and Oracle EPM). In assessing the recoverability of goodwill and intangible assets, we make estimates based
on assumptions regarding various factors to determine if impairment tests are met. These estimates contain management’s judgment,
using appropriate and customary assumptions available at the time. As of December 28, 2012, neither of our reporting units were at
risk of failing step one.
Other intangible assets are tested for potential impairment whenever events or changes in circumstances suggest that the
carrying value of an asset may not be fully recoverable. If an evaluation is required, the estimated future undiscounted cash flows
associated with the asset are compared to the asset’s carrying amount to determine if there has been an impairment. The amount of an
impairment is calculated as the difference between the fair value of the asset and its carrying value. Estimates of future undiscounted
cash flows are based on management’s view of growth rates for the related business, anticipated future economic conditions and
estimates of residual values. Other intangible assets arise from business combinations and consist of customer relationships, customer
backlog and trademarks that are amortized on a straight-line or accelerated basis over periods of up to five years.
17
Stock Based Compensation
We recognize compensation expense for awards of equity instruments to employees based on the grant-date fair value of
those awards, with limited exceptions, over the requisite service period.
Restructuring Reserves
Restructuring reserves reflect judgments and estimates of our ultimate costs of severance, closure and consolidation of
facilities and settlement of contractual obligations under our operating leases, including sublease rental rates, absorption period to
sublease space and other related costs. We reassess the reserve requirements to complete each individual plan under our restructuring
programs at the end of each reporting period. If these estimates change in the future or actual results differ from our estimates, we may
be required to record additional charges.
Income Taxes
Deferred tax assets and liabilities are determined based on differences between the financial reporting carrying values and
tax bases of assets and liabilities, and are measured by using enacted tax rates expected to apply to taxable income in the years in
which those differences are expected to reverse. Deferred income taxes also reflect the impact of certain state operating loss and tax
credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred
tax asset will not be realized. An increase or decrease in the valuation allowance, if any, that results from a change in circumstances,
and which causes a change in our judgment about the realizability of the related deferred tax asset, is included in the current tax
provision.
We adopted a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. This interpretation also provides guidance on de-recognition of income tax assets and
liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with
tax positions, accounting for income taxes in interim periods and income tax disclosures. We report penalties and tax-related interest
expense as a component of income tax expense.
Contingent Liabilities
We have certain contingent liabilities that arise in the ordinary course of our business activities. We accrue contingent
liabilities when it is probable that future expenditures will be made, and when such expenditures can be reasonably estimated.
Reserves for contingent liabilities are reflected in our consolidated financial statements based on management’s assessment, along
with legal counsel, of the expected outcome of the contingencies. If the final outcome of our contingencies differs adversely from that
currently expected, it would result in income or a charge to earnings when determined.
The foregoing list was not intended to be a comprehensive list of all of our accounting policies. In many cases, the
accounting treatment of a particular transaction is specifically dictated by GAAP, with no need for us to judge the application. There
are also areas in which our judgment in selecting any available alternative would not produce a materially different result. See our
consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K, which contain
accounting policies and other disclosures required by GAAP.
18
Results of Operations
Our fiscal year generally consists of a 52-week period and periodically consists of a 53-week period as each fiscal year
ends on the Friday closest to December 31. Fiscal years 2012, 2011 and 2010 ended on December 28, 2012, December 30, 2011
and December 31, 2010, respectively. References to a year included in this document refer to a fiscal year rather than a calendar year.
The following table sets forth, for the periods indicated, our results of operations and the percentage relationship to total revenue of
such results (in thousands):
Revenue:
Revenue before reimbursements
Reimbursements
Total revenue
Costs and expenses:
Cost of service:
Personnel costs before reimbursable
expenses
Reimbursable expenses
Total cost of service
Selling, general and administrative costs
Restructuring benefit
Total costs and operating expenses
Income from operations
Other (expense) income:
Non-cash acquisition earn-out shares re-
measurement gain
Interest (expense) income, net
Income before income taxes
Income tax benefit
Net income
Comparison of 2012 to 2011
December 28, 2012
December 30, 2011
December 31, 2010
Year Ended
$ 209,278
24,782
234,060
100.0% $ 200,435
24,682
225,117
100%
$180,899
20,449
201,348
100.0%
133,974
24,782
158,756
58,686
(211)
217,231
16,829
—
(610)
16,219
(478)
$ 16,697
64.0% 126,421
24,682
151,103
28.0% 56,773
—
207,876
8.0% 17,241
63.1%
28.3%
8.6%
—
-0.3%
33
7.7% 17,274
-0.2%
(4,495)
7.9% $ 21,769
0.0%
8.6%
-2.2%
10.8%
112,692
20,449
133,141
55,755
—
188,896
12,452
1,727
22
14,201
(26)
$ 14,227
62.3%
30.8%
6.9%
0.0%
7.9%
0.0%
7.9%
Overview. We reported net income of $16.7 million in 2012 and $21.8 million in 2011. Net income in 2012 and 2011
included a net tax benefit of $0.5 million and $4.5 million, respectively, due to the release of the valuation allowance.
Revenue. We are a global company with operations primarily in the United States and Western Europe. Our revenue is
denominated in multiple currencies, mostly the U.S. Dollar, British Pound, Euro and Australian Dollar, and as a result is affected by
currency exchange rate fluctuations. The exchange rate fluctuations did not have a significant impact on comparisons between 2012
and 2011.
Hackett total revenue increased 4% in 2012, as compared to 2011. The following table summarizes revenue (in
thousands):
The Hackett Group
ERP Solutions
Total revenue
Year Ended
December 28,
2012
$ 187,787
46,273
$ 234,060
December 30,
2011
$ 181,824
43,293
$ 225,117
The Hackett Group revenue increased 3% to $187.8 million in 2012, as compared to $181.8 million in 2011. The Hackett
Group’s international revenue, which is primarily based on the country of the contracting entity, accounted for 21% of Hackett’s total
revenue in 2012, as compared to 22% in 2011.
19
The ERP Solutions group revenue increased 7% to $46.3 million in 2012, as compared to $43.3 million in 2011, primarily
due to increased demand across the SAP group.
Reimbursements as a percentage of total revenue were 11% during both 2012 and 2011, respectively. In 2012 and 2011,
no customer accounted for more than 5% of our total revenue.
Cost of Service. Cost of service primarily consists of salaries, benefits and incentive compensation for consultants,
subcontractor fees and reimbursable expenses associated with projects. Cost of service before reimbursable expenses increased 6% to
$134.0 million in 2012 from $126.4 million in 2011. The increase in cost of service before reimbursable expenses was primarily due
to the increased headcount to align resources with market demand.
Total cost of service before reimbursable expenses, as a percentage of revenue before reimbursements, increased slightly
to 64% in 2012 from 63% in 2011. This increase was primarily due to the increased headcount discussed above. As a percentage of
revenue before reimbursements, The Hackett Group generated net margins of 37% in 2012 and 39% in 2011. As a percentage of
revenue before reimbursements ERP Solutions generated net margins of 37% in 2012 and 35% in 2011. ERP Solutions net margins
increased from 2011, primarily due to increased revenue across the SAP group. The decrease in The Hackett Group net margins was
primarily due to the misalignment of resources with client demand.
Selling, General and Administrative. Selling, general and administrative costs increased 3% to $58.7 million in 2012 from
$56.8 million in 2011. As a percentage of revenue before reimbursements, selling, general and administrative costs were constant at
28% in both 2012 and 2011, primarily due to selling, general and administrative leverage on increased revenue.
Restructuring Benefit. As of December 28, 2012, we no longer had any commitments relating to acquisition integration
activities. During 2012, we reversed the existing accrued facilities restructuring liability of $0.2 million and recorded a corresponding
facilities restructuring benefit in the Consolidated Statements of Operations. As of December 28, 2012, the remaining restructuring
reserves of $0.2 million related to the partial restructuring of the San Francisco office and early vendor termination fees.
Income Taxes. In 2012, we recorded an income tax benefit of $478 thousand, which represented an effective tax rate
benefit of 3.0% of our income before income tax, primarily due to the full release of the valuation allowance related to the U.S. federal
and state net operating loss carryforwards and partial release of the foreign net operating loss carryforward. In 2011, we recorded an
income tax benefit of $4.5 million, which represented an effective tax rate benefit of 26.0% of our income before income tax,
primarily due to the partial release of the valuation allowance related to the U.S. federal net operating loss carryforward.
The liability method of accounting for deferred income taxes requires a valuation allowance against deferred tax assets if,
based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In
determining the need for valuation allowances we consider evidence such as history of losses and general economic conditions.
As of December 28, 2012, we had $31.9 million of U.S. federal net operating loss carryforwards, most of which will
expire by 2022 if not utilized. During 2012 and 2011 there was a full release of the valuation allowance related to U.S. federal net
operating loss carryforwards. As of December 28, 2012, we had $3.9 million of U.S. state net operating loss carryforwards. During
2012 there was a full release of the valuation allowance related to state net operating loss carryforwards.
As of December 28, 2012, we had $14.5 million of foreign net operating loss carryforwards, of which $9.2 million related
to operations in the U.K., $1.4 million related to operations in France and $0.8 million related to operations in Germany. Most of the
foreign net operating losses can be carried forward indefinitely. During 2012 there was a partial release of the valuation allowance
related to the foreign net operating losses. A valuation allowance continues to be provide for some of the foreign operating loss
carryforwards. See Note 11 in the notes to the consolidated financial statements.
Comparison of 2011 to 2010
Overview. We reported net income of $21.8 million in 2011 and $14.2 million in 2010. The increase in net income was
primarily driven by improved U.S. customer demand which generated higher revenue and operating margins which benefited from
improved leverage on selling, general and administrative costs.
Revenue. As discussed above, we are a global company with operations primarily in the United States and Western
Europe. Our revenue is denominated in multiple currencies, mostly the U.S. Dollar, British Pound, Euro and Australian Dollar, and as
a result is affected by currency exchange rate fluctuations. The exchange rate fluctuations did not have a significant impact on
comparisons between 2011 and 2010.
20
Hackett total revenue increased 12% in 2011, as compared to 2010. The following table summarizes revenue (in
thousands):
The Hackett Group
ERP Solutions
Total revenue
Year Ended
December 30,
2011
$ 181,824
43,293
$ 225,117
December 31,
2010
$ 167,019
34,329
$ 201,348
The Hackett Group revenue increased 9% to $181.8 million in 2011, as compared to $167.0 million in 2010. The Hackett
Group’s international revenue, which is primarily based on the country of the contracting entity, accounted for 22% of Hackett’s total
revenue in 2011, as compared to 21% in 2010. These increases were primarily a result of improving demand in the U.S. and
internationally, primarily from our recent entry into the Australian market.
The ERP Solutions group revenue increased 26% to $43.3 million in 2011, as compared to $34.3 million in 2010,
primarily due to increased demand across both ERP service groups.
Reimbursements as a percentage of total revenue were comparable at 11% and 10% during 2011 and 2010, respectively.
In 2011 and 2010, no customer accounted for more than 5% of our total revenue.
Cost of Service. Cost of service primarily consists of salaries, benefits and incentive compensation for consultants,
subcontractor fees and reimbursable expenses associated with projects. Cost of service before reimbursable expenses increased 12% to
$126.4 million in 2011 from $112.7 million in 2010. The increase in cost of service before reimbursable expenses was primarily due
to the increased headcount to align resources with market demand.
Total cost of service before reimbursable expenses, as a percentage of revenue before reimbursements, increased slightly
to 63% in 2011 from 62% in 2010. This increase was primarily due to the increased headcount discussed above. As a percentage of
total revenue, The Hackett Group generated gross margins of 35% in 2011, compared to ERP Solutions which generated gross
margins of 31% for the same period. As a percentage of revenue before reimbursements, The Hackett Group generated gross margins
of 39% in 2011 and 2010. ERP Solutions generated gross margins as a percentage of revenue before reimbursements of 35% in 2011,
as compared to 40% in 2010. ERP Solutions margins decreased from 2010, primarily due to the increased headcount.
Selling, General and Administrative. Selling, general and administrative costs increased 2% to $56.8 million in 2011 from
$55.8 million in 2010. As a percentage of revenue before reimbursements, selling, general and administrative costs decreased to 28%
in 2011 from 31% in 2010, primarily due to selling, general and administrative leverage on increased revenue.
Income Taxes. In 2011, we recorded an income tax benefit of $4.5 million, which represented an effective tax rate benefit
of 26.0% of our income before income tax, primarily due to the partial release of the valuation allowance related to the U.S. federal
net operating loss carryforward. In 2010, we recorded an income tax benefit of $26 thousand, which represented an effective tax rate
benefit of 0.2% of our income before income tax.
The liability method of accounting for deferred income taxes requires a valuation allowance against deferred tax assets if,
based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In
determining the need for valuation allowances we consider evidence such as history of losses and general economic conditions.
As of December 30, 2011, we had $40.5 million of U.S. federal net operating loss carryforwards, most of which will
expire by 2022 if not utilized. There has been a partial release of the valuation allowance related to U.S. federal net operating loss
carryforwards.
As of December 30, 2011, we had $12.4 million of foreign net operating loss carryforwards, of which $4.9 million related
to operations in the U.K., $3.0 million related to operations in France and $2.4 million related to operations in Germany. Most of the
foreign net operating losses can be carried forward indefinitely. A valuation allowance continues to be provided, primarily for the
majority of the foreign operating loss carryforwards.
21
Liquidity and Capital Resources
As of December 28, 2012 and December 30, 2011, we had $16.9 million and $32.9 million of cash and cash equivalents,
respectively. As of December 28, 2012 and December 30, 2011, we had $0.7 million and $0.9 million, respectively, on deposit with
financial institutions which primarily related to certain employee compensation agreements. These deposit accounts have been
classified as restricted cash on the consolidated balance sheets.
The following table summarizes our cash flow activity (in thousands):
Cash flows provided by operating activities
Cash flows used in investing activities
Cash flows used in financing activities
Cash Flows from Operating Activities
Year Ended
December 28,
2012
$
$
$
20,352
(3,050)
(33,398)
December 30,
2011
$
$
$
20,315
(4,215)
(8,639)
Net cash provided by operating activities was $20.4 million in 2012, as compared to $20.3 million in 2011. During 2012
and 2011, net cash provided by operating accounts was primarily attributable to net income, excluding non-cash activity, primarily
offset by an increase in accounts receivable and unbilled revenue as a result of increased revenue and the payout of incentive awards.
Cash Flows from Investing Activities
Net cash used in investing activities was $3.1 million in 2012, as compared to $4.2 million in 2011. During 2012 and
2011, net cash used in investing activities was primarily attributable to capital expenditures for the development of the Hackett
Performance Exchange. In addition, during 2011, capital expenditures included the global rollout of new laptops which occurs every
three to four years.
Cash Flows from Financing Activities
On March 21, 2012, we completed a tender offer to purchase 11.0 million shares of our common stock at a purchase price
of $5.00 per share, for an aggregate cost of approximately $55.0 million, excluding fees and expenses related to the tender offer.
On February 21, 2012, we entered into a Credit Facility with Bank of America, N.A. Under the Credit Facility, Bank of
America, N.A. agreed to lend us up to $20.0 million from time to time pursuant to a revolving line of credit (the “Revolver”) and up to
$30.0 million pursuant to a term loan (the “Term Loan,” and together with the Revolver, the “Credit Facility”). We utilized $40.0
million of proceeds from the Credit Facility, along with cash on hand, for the purchase of the shares in the tender offer and the
payment of all fees and expenses in connection with the tender offer. As of December 28, 2012, the Company had $25.0 million
principal amount outstanding on the Term Loan and zero balance outstanding on the Revolver. Subsequent to December 28, 2012, the
Company paid down an additional $4.5 million principal amount on the Term Loan, bringing the balance to $20.5 million. See Note
10 in the notes to the consolidated financial statements for more information on the Credit Facility.
In December 2012, we announced an annual dividend program. The first dividend payment of $3.1 million was paid on
December 28, 2012, to shareholders on record as of close of business December 20, 2012. Although our credit agreement contains
certain covenants restricting our ability to declare dividends and repurchase shares, Bank of America agreed to waive the restrictions
for the December 2012 dividend payment. The declaration of dividends shall at all times be subject to the final determination of our
Board of Directors that a dividend is prudent at that time in consideration of the needs of the business.
Net cash used in financing activities was $33.4 million in 2012, as compared to $8.6 million in 2011. The increase in the
cash used was primarily attributable to the funding of the tender offer, the principal pay-off of the revolving line of credit, and the
principal pay-down of the term loan. During 2012, we made $15.0 million of principal payments.
On July 30, 2002, we announced that our Board of Directors approved the repurchase of up to $5.0 million of our
common stock. Since the inception of our repurchase plan, our Board of Directors has approved the repurchase of an additional $70.0
million of our common stock, thereby increasing the total program size to $75.0 million as of December 28, 2012. Under the
repurchase plan, we may buy back shares of our outstanding stock from time to time either on the open market or through privately
negotiated transactions, subject to market conditions and trading restrictions. As of December 28, 2012, we had repurchased
approximately 21.2 million shares of our common stock at an average price of $3.52 per share, excluding the above mentioned tender
offer transaction. We hold repurchased shares of our common stock purchased through our repurchase plan as treasury stock on our
consolidated balance sheets.
22
We currently believe that available funds (including the cash on hand and funds available for borrowing under the
revolving line of credit of $20.0 million), 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 enhance products and services, to respond to competitive pressures or to acquire complementary
businesses or technologies. There is no assurance, however, that additional financing will be available when needed or desired.
There were no material capital commitments as of December 28, 2012. The following summarizes our future Term Loan
principal payments and lease commitments under our non-cancelable operating leases as of December 28, 2012 (in thousands):
Contractual Obligations
Short-term debt obligations (1)
Long-term debt obligations (1)
Operating lease obligations
Total
Total
$ 2,895
22,105
5,747
Less Than
1 Year
$ 2,895
—
1,634
1-3
Years
$ —
14,210
2,851
4-5 Years
$ —
7,895
1,253
More Than
5 Years
$ —
—
9
$ 30,747
$ 4,529
$ 17,061
$ 9,148
$
9
(1) Excludes interest charges on borrowings and the fee on the amount of any unused commitment that we may be obligated to pay
under our Revolver, as such amounts vary. See Note 10 in the notes to consolidated financial statements for additional
information.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of December 28, 2012.
Recently Issued Accounting Standards
For discussion of recently issued accounting standards, see “Item 8, Financial Statements and Supplementary Data” in
Part II of this report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of December 28, 2012, 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. The interest rates per annum applicable to loans under the Credit Facility 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 Credit Facility would not have had a material impact on our 2012
results of operations.
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. Currently, we do not hold any derivative contracts that
hedge our foreign currency risk, but we may adopt such strategies in the future.
For a discussion of the risks we face as a result of foreign currency fluctuations, see “Item 1A. Risk Factors” in Part I of
this report.
23
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
THE HACKETT GROUP, INC.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 28, 2012 and December 30, 2011
Consolidated Statements of Operations for the Years Ended December 28, 2012, December 30, 2011 and December 31, 2010
Consolidated Statements of Comprehensive Income for the Years Ended December 28, 2012 December 30, 2011 and
December 31, 2010
Consolidated Statements of Shareholders’ Equity for the Years Ended December 28, 2012, December 30, 2011 and
December 31, 2010
Consolidated Statements of Cash Flows for the Years Ended December 28, 2012, December 30, 2011 and
December 31, 2010
Notes to Consolidated Financial Statements
Schedule II—Valuation and Qualifying Accounts and Reserves
Page
25
26
27
28
29
30
31
48
24
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
The Hackett Group, Inc.
Miami, Florida
We have audited the accompanying consolidated balance sheets of The Hackett Group, Inc. as of December 28, 2012 and
December 30, 2011 and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash
flows for each of the three years in the period ended December 28, 2012. In connection with our audits of the financial statements, we
have also audited the financial statement schedule listed in the accompanying index. These financial statements and schedule are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule
based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements and schedule. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
The Hackett Group, Inc. at December 28, 2012 and December 30, 2011, and the results of its operations and its cash flows for each of
the three years in the period ended December 28, 2012, in conformity with accounting principles generally accepted in the United
States of America.
Also, in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), The
Hackett Group Inc.’s internal control over financial reporting as of December 28, 2012, based on criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and
our report dated March 13, 2013 expressed an unqualified opinion thereon.
Miami, Florida
March 13, 2013
/s/ BDO USA, LLP
Certified Public Accountants
25
THE HACKETT GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable and unbilled revenue, net of allowance of $1,251 and $799 at December
$
16,906
$
32,936
December 28,
2012
December 30,
2011
28, 2012 and December 30, 2011, respectively
Deferred tax asset, net
Prepaid expenses and other current assets
Total current assets
Restricted cash
Property and equipment, net
Other assets
Goodwill, net
Non-current deferred tax asset, net
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Accrued expenses and other liabilities
Current portion of long-term debt
Total current liabilities
Long-term deferred tax liability, net
Long-term debt
Total liabilities
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $.001 par value, 1,250,000 shares authorized, none issued and outstanding
Common stock, $.001 par value, 125,000,000 shares authorized; 52,235,764 and 61,315,237
shares issued at December 28, 2012 and December 30, 2011, respectively
Additional paid-in capital
Treasury stock, at cost, 21,171,370 shares at December 28, 2012 and December 30, 2011
Accumulated deficit
Accumulated comprehensive loss
Total shareholders’ equity
Total liabilities and shareholders’ equity
36,869
4,741
2,335
60,851
683
12,859
1,598
76,220
1,710
$ 153,921
$
7,711
26,484
2,895
37,090
—
22,105
59,195
35,209
6,975
2,344
77,464
885
11,696
1,823
75,558
—
$ 167,426
$
7,433
28,018
—
35,451
1,727
—
37,178
—
—
52
263,135
(74,444)
(89,513)
(4,504)
94,726
$ 153,921
61
313,202
(74,444)
(103,129)
(5,442)
130,248
$ 167,426
The accompanying notes are an integral part of the consolidated financial statements.
26
THE HACKETT GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Revenue:
Revenue before reimbursements
Reimbursements
Total revenue
Costs and expenses:
Cost of service:
Personnel costs before reimbursable expenses (includes $2,998, $2,847
and $2,340 of stock compensation expense in 2012, 2011 and 2010,
respectively)
Reimbursable expenses
Total cost of service
Selling, general and administrative costs (includes $2,524, $1,758 and $1,961
of stock compensation expense in 2012, 2011 and 2010, respectively)
Restructuring benefit
Total costs and operating expenses
Income from operations
Other income (expense):
Non-cash acquisition earn-out shares re-measurement gain
Interest income
Interest expense
Income before income taxes
Income tax benefit
Net income
Basic net income per common share:
Net income per common share
Weighted average common shares outstanding
Diluted net income per common share:
Net income per common share
Weighted average common and common equivalent shares outstanding
December 28,
2012
Year Ended
December 30,
2011
December 31,
2010
$ 209,278
24,782
234,060
$ 200,435
24,682
225,117
$ 180,899
20,449
201,348
133,974
24,782
158,756
58,686
(211)
217,231
16,829
—
20
(630)
16,219
(478)
16,697
0.53
31,704
0.50
33,511
$
$
$
126,421
24,682
151,103
56,773
—
207,876
17,241
—
33
—
17,274
(4,495)
21,769
0.55
39,895
0.52
41,875
$
$
$
112,692
20,449
133,141
55,755
—
188,896
12,452
1,727
22
—
14,201
(26)
14,227
0.35
40,349
0.34
42,372
$
$
$
The accompanying notes are an integral part of the consolidated financial statements.
27
THE HACKETT GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net income
Foreign currency translation adjustment
Total comprehensive income
December 28,
2012
$
$
16,697
938
17,635
Year Ended
December 30,
2011
$
$
21,769
(411)
21,358
December 31,
2010
$
$
14,227
(408)
13,819
The accompanying notes are an integral part of the consolidated financial statements.
28
THE HACKETT GROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
Common Stock
Shares
Amount
Additional
Paid in
Capital
Treasury Stock
Shares
Amount
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income (Loss)
Total
Shareholders’
Equity
57,653
2,446
—
$
57
3
—
$301,366
4,452
—
(16,977)
—
(1,861)
$ (59,423) $ (139,125) $
—
(6,066)
—
—
(4,623) $
—
—
98,252
4,455
(6,066)
—
—
(653)
—
—
—
—
(653)
—
—
—
60,099
1,216
—
—
—
—
$
60
1
—
3,433
—
—
—
—
—
—
—
—
—
14,227
—
—
—
(408)
3,433
14,227
(408)
$308,598
763
—
(18,838)
—
(2,333)
$ (65,489) $ (124,898) $
—
(8,955)
—
—
(5,031) $ 113,240
764
(8,955)
—
—
—
—
(385)
—
—
—
—
(385)
—
—
—
—
—
—
4,226
—
—
—
—
—
—
—
—
—
21,769
—
—
—
(411)
4,226
21,769
(411)
61,315
1,921
$
61
2
$313,202
231
(21,171)
—
$ (74,444) $ (103,129) $
—
—
(5,442) $ 130,248
233
—
(11,000)
(11)
(55,576)
—
—
—
—
(55,587)
—
—
—
—
—
—
—
—
5,278
—
—
—
—
—
—
—
—
—
—
—
—
(3,081)
16,697
—
—
—
—
938
5,278
(3,081)
16,697
938
Balance at
January 1, 2010
Issuance of common stock
Treasury stock purchased
Issuance of restricted stock
units, net of cancellations
Amortization of restricted
stock units
Net income
Foreign currency translation
Balance at
December 31, 2010
Issuance of common stock
Treasury stock purchased
Issuance of restricted stock
units, net of cancellations
Amortization of restricted
stock units
Net income
Foreign currency translation
Balance at
December 30, 2011
Issuance of common stock
Common stock purchased
through Tender Offer
Amortization of restricted
stock units
Dividend payment
Net income
Foreign currency translation
Balance at
December 28, 2012
52,236
$
52
$263,135
(21,171)
$ (74,444) $ (89,513) $
(4,504) $
94,726
The accompanying notes are an integral part of the consolidated financial statements.
29
THE HACKETT GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense
Amortization expense
Amortization of debt issuance costs
Provision (reversal) for doubtful accounts
Loss on foreign currency transaction
Non-cash acquisition earn-out shares re-measurement gain
Non-cash stock compensation expense
Deferred income tax benefit
Changes in assets and liabilities:
Increase in accounts receivable and unbilled revenue
Decrease in prepaid expenses and other assets
Increase in accounts payable
Decrease in accrued expenses and other liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Decrease (increase) in restricted cash
Net cash used in investing activities
Cash flows from financing activities:
Debt proceeds
Payment of debt proceeds
Debt issuance costs
Dividends paid
Proceeds from issuance of common stock
Repurchases of common stock
Net cash used in financing activities
Effect of exchange rate on cash
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental disclosure of cash flow information:
Cash paid (refunded) for income taxes
Cash paid for interest
Supplemental disclosure of non-cash investing and financing activities:
Market value on date shares issued to sellers of Archstone Consulting
December 28,
2012
Year Ended
December 30,
2011
December 31,
2010
$
16,697
$
21,769
$
14,227
2,080
547
82
657
187
—
5,522
(1,191)
(2,317)
95
278
(2,285)
20,352
(3,252)
202
(3,050)
40,000
(15,000)
(482)
(3,081)
752
(55,587)
(33,398)
66
(16,030)
32,936
16,906
230
547
—
$
$
$
$
2,014
811
—
(619)
323
—
4,605
(5,257)
(3,010)
301
1,843
(2,465)
20,315
(4,939)
724
(4,215)
—
—
—
—
316
(8,955)
(8,639)
138
7,599
25,337
32,936
(318)
—
1,837
1,960
—
157
382
(1,727)
4,301
—
(3,667)
241
1,915
(90)
19,536
(3,481)
(135)
(3,616)
—
—
—
—
440
(6,066)
(5,626)
39
10,333
15,004
25,337
255
—
$
$
$
—
$
4,032
$
$
$
$
The accompanying notes are an integral part of the consolidated financial statements.
30
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and General Information
Nature of Business
The Hackett Group, Inc. (“Hackett,” or the “Company”) is a leading strategic advisory and technology consulting firm that
enables companies to achieve world-class business performance. Hackett’s combined capabilities include business advisory programs,
benchmarking, business transformation, working capital management and technology solutions, with corresponding offshore support.
On January 1, 2008, the Company changed its name from Answerthink, Inc. (“Answerthink”) to The Hackett Group, Inc. The
firm was originally incorporated on April 23, 1997. All prior references to Answerthink will now be reflected as Hackett as if the
name change was effected for all years presented.
Basis of Presentation and Consolidation
The accompanying consolidated financial statements include the Company’s accounts and those of its wholly-owned
subsidiaries which the Company is required to consolidate. The Company consolidates the assets, liabilities, and results of operations
of its entities.
Fiscal Year
The Company’s fiscal year generally consists of a 52-week period and periodically consists of a 53-week period as each fiscal
year ends on the Friday closest to December 31. Fiscal years 2012, 2011 and 2010 ended on December, 28, 2012, December 30,
2011, and December 31, 2010, respectively. References to a year included in the consolidated financial statements refer to a fiscal year
rather than a calendar year.
Cash and Cash Equivalents and Restricted Cash
The Company considers all short-term investments with maturities of three months or less to be cash equivalents. Due to the
short maturity period of cash equivalents, the carrying amount of these instruments approximates fair market value. The Company
places its temporary cash investments with high credit quality financial institutions. At times, such investments may be in excess of
the F.D.I.C. insurance limits. The Company has not experienced any loss to date on these investments. All of the Company’s non-
interest bearing cash balances were fully insured at December 28, 2012 due to a temporary federal program in effect from
December 31, 2010 through December 31, 2012. Under the program, there is no limit to the amount of insurance for eligible accounts.
Beginning in 2013, insurance coverage will revert to $250,000 per depositor at each financial institution, and our non-interest bearing
cash balances may again exceed federally insured limits.
Restricted cash in 2012 and 2011 primarily related to future employee compensation agreements.
Allowance for Doubtful Accounts
The Company maintains allowances for doubtful accounts for estimated losses resulting from its clients not making required
payments. Management makes estimates of the collectability of accounts receivables. Management also critically reviews accounts
receivables and analyzes historical bad debts, past-due accounts, client credit-worthiness and current economic trends when evaluating
the adequacy of the allowance for doubtful accounts.
Dividends
In December of 2012, the Company’s Board of Directors approved the initiation of an annual cash dividend program in the
amount of $0.10 per share. The Company’s dividend policy is reviewed periodically by the Board of Directors. The amount and
timing of all dividend payments is subject to the discretion of the Board of Directors and will depend upon business conditions, results
of operations, financial conditions and other factors.
31
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and General Information (Continued)
Property and Equipment, Net
Property and equipment are recorded at cost. Depreciation is calculated to amortize the depreciable assets over their useful lives
using the straight-line method and commences when the asset is placed in service. The range of estimated useful lives is three to seven
years. Leasehold improvements are amortized on a straight-line basis over the term of the lease or the estimated useful life of the
improvement, whichever is shorter. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for
betterments and major improvements are capitalized. The carrying amount of assets sold or retired and related accumulated
depreciation are removed from the balance sheet in the year of disposal and any resulting gains or losses are included in the statements
of operations.
The Company capitalizes the costs of internal-use software, which generally includes hardware, software, and payroll-related
costs for employees who are directly associated with, and who devote time, to the development of internal-use computer software.
Long-Lived Assets (excluding Goodwill and Other Intangible Assets)
Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset
may not be fully recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are
compared to the asset’s carrying amount to determine if there has been an impairment. The amount of an impairment is calculated as
the difference between the fair value of the asset and its carrying value. Estimates of future undiscounted cash flows are based on
management’s view of growth rates for the related business, anticipated future economic conditions and estimates of residual values.
Goodwill and Other Intangible Assets
Goodwill and intangible assets deemed to have indefinite lives are not amortized, but rather are tested for impairment on an
annual basis, or more frequently if events or changes in circumstances indicate potential impairment. Finite-lived intangible assets are
amortized over their useful lives. The excess cost of the acquisition over the fair value of the net assets acquired is recorded as
goodwill.
Goodwill is tested at least annually for impairment at the reporting unit level utilizing the market and income approaches. The
reporting units consist of The Hackett Group (including Benchmarking, Business Transformation, Business Transformation Enterprise
Performance Management (“EPM”), Strategy and Operations and Executive Advisory Programs) and Hackett Technology Solutions
(including SAP, Oracle and Oracle EPM). In assessing the recoverability of goodwill and intangible assets, the Company utilizes the
market approach and makes estimates based on assumptions regarding various factors to determine if impairment tests are met. The
market approach utilizes valuation multiples based on operating data from publicly traded companies within the same industry.
Multiples derived from guideline companies provide an indication of how much a knowledgeable investor in the marketplace would
be willing to pay for a company. These multiples are then applied to the Company’s reporting units to arrive at an indication of value.
This approach contains management’s judgment, using appropriate and customary assumptions available at the time. The Company
performed its annual impairment test of goodwill in the fourth quarter of fiscal years 2012 and 2011 and determined that goodwill was
not impaired. The carrying amount and activity of goodwill attributable to The Hackett Group and Hackett Technology Solutions was
as follows (in thousands):
Balance at December 31, 2010
Foreign currency translation adjustment
Balance at December 30, 2011
Foreign currency translation adjustment
Balance at December 28, 2012
The Hackett
Group
$ 44,290
(65)
44,225
662
$ 44,887
Hackett
Technology
Solutions
$ 31,333
—
31,333
—
$ 31,333
Total
$ 75,623
(65)
75,558
662
$76,220
Other intangible assets are tested for potential impairment whenever events or changes in circumstances suggest that the
carrying value of an asset may not be fully recoverable. If an evaluation is required, the estimated future undiscounted cash flows
associated with the asset are compared to the asset’s carrying amount to determine if there has been an impairment. The amount of an
impairment is calculated as the difference between the fair value of the asset and its carrying value. Estimates of future undiscounted
cash flows are based on management’s view of growth rates for the related business, anticipated future economic conditions and
estimates of residual values. Other intangible assets arise from business combinations and consist of customer relationships, customer
backlog and trademarks that are amortized on a straight-line or accelerated basis over periods of up to five years.
32
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and General Information (Continued)
Other intangible assets, included in other assets in the accompanying consolidated balance sheets, consist of the following (in
thousands):
Gross carrying amount
Accumulated amortization
Foreign currency translation adjustment
$
December 28,
2012
14,699
(13,658)
(4)
1,037
$
$
December 30,
2011
14,699
(13,111)
(11)
1,577
$
Revenue Recognition
Revenue is principally derived from fees for services generated on a project-by-project basis. Revenue for services rendered is
recognized on a time and materials basis or on a fixed-fee or capped-fee basis.
Revenue for time and materials contracts is recognized based on the number of hours worked by our consultants at an agreed
upon rate per hour and is recognized in the period in which services are performed.
Revenue related to fixed-fee or capped-fee contracts is recognized on the proportional performance method of accounting based
on the ratio of labor hours incurred to estimated total labor hours. This percentage is multiplied by the contracted dollar amount of the
project to determine the amount of revenue to recognize in an accounting period. The contracted dollar amount used in this calculation
excludes the amount the client pays for reimbursable expenses. There are situations where the number of hours to complete projects
may exceed the original estimate. These increases can be as a result of an increase in project scope, unforeseen events that arise, or the
inability of the client or the delivery team to fulfill their responsibilities. On an on-going basis, project delivery, Office of Risk
Management and finance personnel review hours incurred and estimated total labor hours to complete projects. Any revisions in these
estimates are reflected in the period in which they become known. If the Company estimates indicate that a contract loss will occur, a
loss provision will be recorded in the period in which the loss first becomes probable and reasonably estimable. Contract losses are
determined to be the amount by which the estimated direct costs of the contract exceed the estimated total revenue that will be
generated by the contract and are included in total cost of service.
Revenue from advisory services is recognized ratably over the life of the agreements.
Revenue for contracts with multiple elements is allocated based on the selling price of the elements and is recognized in
accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-25, Multiple-
Deliverable Revenue Arrangements, a consensus of the FASB Emerging Issues Task Force.
Additionally, the Company earns revenue from the resale of software licenses and maintenance contracts. Revenue for the resale
software and software licenses is recognized upon contract execution and customer receipt of software. Revenue from maintenance
contracts is recognized ratably over the life of the agreements.
Unbilled revenue represents revenue for services performed that have not been invoiced. If the Company does not accurately
estimate the scope of the work to be performed, or does not manage its projects properly within the planned periods of time, or does
not meet clients expectations under the contracts, then future consulting margins may be negatively affected or losses on existing
contracts may need to be recognized. Any such reductions in margins or contract losses could be material to the Company’s results of
operations.
Sales tax collected from customers and remitted to the applicable taxing authorities is accounted for on a net basis, with no
impact on revenue.
Revenue before reimbursements excludes reimbursable expenses charged to clients. Reimbursements, which include travel and
out-of-pocket expenses, are included in revenue, and an equivalent amount of reimbursable expenses is included in cost of service.
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
33
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and General Information (Continued)
performing a defined range of services which it might otherwise be willing to perform for potential clients. These provisions are
generally limited to six to twelve months and usually apply only to specific employees or the specific project team.
Stock Based Compensation
The Company recognizes compensation expense for awards of equity instruments to employees based on the grant-date fair
value of those awards, with limited exceptions, over the requisite service period.
Income Taxes
Income taxes are accounted for in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”). Under ASC 740,
deferred tax assets and liabilities are determined based on differences between the financial reporting carrying values and tax bases of
assets and liabilities, and are measured by using enacted tax rates expected to apply to taxable income in the years in which those
differences are expected to reverse. Deferred income taxes also reflect the impact of certain state operating loss and tax credit
carryforwards. A valuation allowance is provided if the Company believes it is more likely than not that all or some portion of the
deferred tax asset will not be realized. An increase or decrease in the valuation allowance, if any, that results from a change in
circumstances, and which causes a change in the Company’s judgment about the realizability of the related deferred tax asset, is
included in the tax provision.
In accordance with FASB ASC Topic 740-10, Accounting for Uncertainty in Income Taxes (“ASC 740-10”), the Company
adopted a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of
current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting
for income taxes in interim periods and income tax disclosures. The Company reports penalties and tax-related interest expense as a
component of income tax expense.
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
employees, the calculation includes only the vested portion of such stock.
Diluted net income per share is computed by dividing the net income by the weighted average number of common shares
outstanding, and will increase by the assumed conversion of other potentially dilutive securities during the period.
The following table reconciles basic and diluted weighted average shares:
Basic weighted average common shares outstanding
Effect of dilutive securities:
Unvested restricted stock units and common
stock subject to vesting requirement issued
to employees
Common stock issuable upon the exercise of
stock options
Acquisition-related unregistered shares held in
escrow
Diluted weighted average common shares
outstanding
December 28,
2012
31,703,544
Year Ended
December 30,
2011
39,895,422
December 31,
2010
40,348,749
1,765,351
1,919,151
1,531,367
41,817
—
60,821
41,822
—
450,300
33,510,712
41,875,394
42,372,238
There were 3.9 million, 0.9 million, and 1.1 million shares of awards granted excluded from the above reconciliation for the
years ended 2012, 2011, and 2010, respectively, as their inclusion would have had an anti-dilutive effect on diluted net income per
share. The increase in the 2012 anti-dilutive shares is from the issuance of performance-based options granted during the quarter
ended March 30, 2012. See Note 12 for further detail.
34
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and General Information (Continued)
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable and unbilled
revenue, accounts payable, accrued expenses and other liabilities and debt. As of December 28, 2012 and December 30, 2011, the
carrying amount of each financial instrument, with the exception of debt, approximated the instrument’s 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 its carrying amount using Level
2 inputs, due to the short-term variable interest rates based on market rates utilizing the market approach.
Concentration of Credit Risk
The Company provides services primarily to Global 2000 companies and other sophisticated buyers of business consulting and
information technology services. The Company performs ongoing credit evaluations of its major customers and maintains reserves for
potential credit losses. In 2012, 2011 and 2010 no customer accounted for more than 5% of total revenue.
Management’s Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial
statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those
estimates.
Other Comprehensive Income
The Company reports its comprehensive income in accordance with FASB ASC Topic 220, Comprehensive Income, which
establishes standards for reporting and presenting comprehensive income and its components in a full set of financial statements.
Other comprehensive income consists of net income and cumulative currency translation adjustments.
Translation of Non-U.S. Currency Amounts
The assets and liabilities held by the Company’s foreign entities that have a functional currency other than the U.S. Dollar are
translated into U.S. Dollars at exchange rates in effect at the end of each reporting period. Foreign entity revenue and expenses are
translated into U.S. Dollars at the average rates that prevailed during the period. The resulting net translation gains and losses are
reported as foreign currency translation adjustments in shareholders’ equity as a component of accumulated other comprehensive
income. Gains and losses from foreign currency transactions are included in net income.
Segment Reporting
The Company engages in business activities in one operating segment, which provides business and technology consulting
services.
Recent Accounting Pronouncements
In May 2011, the FASB issued guidance to achieve consistent fair value measurements and to clarify certain disclosure
requirements for fair value measurements. The guidance includes clarification about when the concept of highest and best use is
applicable to fair value measurements, requires quantitative disclosures about inputs used and qualitative disclosures about the
sensitivity of recurring Level 3 measurements, and requires the classification of all assets and liabilities measured at fair value in the
fair value hierarchy, including those assets and liabilities which are not recorded at fair value but for which fair value is disclosed. The
adoption of these changes did not have a material impact on the Company’s consolidated financial statements.
In June 2011, the FASB issued changes to the presentation of comprehensive income. These changes give an entity the option to
present the total of comprehensive income, the components of net income, and the components of other comprehensive income either
in a single continuous statement of comprehensive income or in two separate but consecutive statements. The option to present
components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The items that
must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income
were not changed. These changes became effective for fiscal years beginning after December 15, 2011, except for the reclassification
35
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and General Information (Continued)
adjustments out of accumulated other comprehensive income that become effective for fiscal years ending after December 15, 2012.
The adoption of these changes did not have a material impact on the Company’s consolidated financial statements.
In September 2011, the FASB issued changes that permit an entity to make a qualitative assessment of whether it is more likely
than not that a reporting unit’s fair value is less than its carrying value before applying the two-step goodwill impairment model that is
currently in place. If it is determined, through the qualitative assessment, that a reporting unit’s fair value is more likely than not
greater than its carrying value, the remaining impairment steps would be unnecessary. The qualitative assessment is optional, allowing
companies to go directly to the quantitative assessment. This update is effective for annual and interim goodwill impairment tests
performed in fiscal years beginning after December 15, 2011. The adoption of these changes did not have a material impact on the
Company’s consolidated financial statements.
In July 2012, the FASB issued changes that permit an entity to make a qualitative assessment of whether it is more likely than
not that an indefinite lived intangible asset is impaired before applying the two-step impairment test that is currently in place. If it is
determined through the qualitative assessment that an indefinite lived intangible asset’s fair value is more likely than not greater than
its carrying value, the remaining impairment steps would be unnecessary. The qualitative assessment is optional, allowing companies
to go directly to the quantitative assessment. This update is effective for annual and interim impairment tests performed in fiscal years
beginning after September 15, 2012, however, early adoption is permitted. The adoption of these changes did not have a material
impact on the Company’s consolidated financial statements.
Reclassifications
Certain prior period amounts in the consolidated financial statements, and notes thereto, have been reclassified to conform to
current period presentation.
2. Acquisitions and Investing Activities
Effective November 9, 2009, the Company acquired Archstone Consulting, LLC (“Archstone”). The results of Archstone’s
operations have been included in the Company’s consolidated financial statements since November 10, 2009.
The purchase price for the assets acquired and liabilities assumed was 5.2 million unregistered shares of the Company’s
common stock, of which 1.7 million unregistered shares were subject to an earn-out. In 2010, the final earn-out of 1.4 million shares
was agreed upon. As a result of the fluctuation in the Company’s share price the Company recorded a $1.7 million non-cash re-
measurement gain during the year ended December 31, 2010 in the consolidated statement of operations.
The Company includes its acquired intangible assets with definite lives in other assets in the accompanying consolidated
balance sheets. As of December 28, 2012 and December 30, 2011, intangible assets totaled $1.0 million and $1.6 million, respectively,
which is net of accumulated amortization of $13.7 million and $13.1 million, respectively, and foreign currency fluctuations for
intangible assets denominated in the Euro. All of the Company’s intangible assets are expected to be fully amortized by the end of
2014. The estimated future amortization expense of intangible assets as of December 28, 2012 is as follows: $0.6 million in 2013 and
$0.4 million in 2014.
3. Fair Value Measurement
The Company records its assets and liabilities in accordance with FASB ASC Topic 820, Fair Value Measurements and
Disclosures (“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a
liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market
participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of
observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three
levels of inputs that may be used to measure fair value:
Level 1: Quoted market prices in active markets for identical assets or liabilities
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3: Unobservable inputs that are not corroborated by market data
36
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. Fair Value Measurement (Continued)
As of December 28, 2012 and December 30, 2011, the carrying value of cash and cash equivalents, restricted cash, accounts
receivable and unbilled revenue, accounts payable, leases and accrued expenses and other liabilities, with the exception of debt,
approximated the 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 its carrying amount, using Level
2 inputs, due to the short-term variable interest rates based on market rates utilizing the market approach.
4. Accounts Receivable and Unbilled Revenue, Net
Accounts receivable and unbilled revenue, net, consists of the following (in thousands):
Accounts receivable
Unbilled revenue
Allowance for doubtful accounts
December 28,
2012
$
$
31,260
6,860
(1,251)
36,869
December 30,
2011
$
$
24,731
11,277
(799)
35,209
Accounts receivable as of December 28, 2012 and December 30, 2011, is net of uncollected advanced billings. Unbilled revenue
as of December 28, 2012 and December 30, 2011 includes recognized recoverable costs and accrued profits on contracts for which
billings had not been presented to clients.
5. Property and Equipment, net
Property and equipment, net, consists of the following (in thousands):
Equipment
Software
Leasehold improvements
Furniture and fixtures
Automobile
Less accumulated depreciation
December 28,
2012
December 30,
2011
$
$
4,881
17,834
546
615
22
23,898
(11,039)
12,859
$
$
4,154
15,516
460
503
22
20,655
(8,959)
11,696
Depreciation expense for the years ended December 28, 2012, December 30, 2011, and December 31, 2010 was $2.1 million,
$2.0 million, and $1.8 million, respectively, and is included in selling, general and administrative costs in the accompanying
consolidated statements of operations.
6. Restricted Cash
As of December 28, 2012 and December 30, 2011, the Company had $0.7 million and $0.9 million, respectively, on deposit
with financial institutions that primarily served as collateral for amounts related to certain employee compensation agreements.
37
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following (in thousands):
December 28,
2012
December 30,
2011
Accrued compensation and benefits
Accrued bonuses
Accrued restructuring related expenses
Deferred revenue
Accrued sales, use, franchise and VAT tax
Other accrued expenses
$
Current accrued expenses and other liabilities
$
Deferred tax liability, net
Non-current accrued expenses and other
liabilities
5,559
6,113
246
7,684
2,271
4,611
26,484
—
—
$
5,333
7,597
594
8,443
1,836
4,215
$
28,018
1,727
1,727
Total accrued expenses and other liabilities
$
26,484
$
29,745
8. Lease Commitments
The Company has operating lease agreements for its premises that expire on various dates through January 2018. Rent expense,
net of subleases for the years ended December 28, 2012, December 30, 2011 and December 31, 2010 was $2.1 million, $2.2 million
and $1.8 million, respectively.
Future minimum lease commitments under non-cancelable operating leases as of December 28, 2012 are as follows (in
thousands):
2013
2014
2015
2016
2017
Thereafter
Total
Rental
Payments
$ 1,634
1,537
1,314
964
289
9
$ 5,747
9. Restructuring Costs
In 2010, the Company had restructuring reserves related to the closure and consolidation of facilities and related exit costs,
primarily from the acquisition and integration of Archstone, as well as for the downsizing of an office facility.
As of December 28, 2012, the Company no longer had any restructuring commitments relating to acquisition integration
activities and reversed the existing accrued facilities restructuring liability of $0.2 million and recorded a corresponding facilities
restructuring benefit on the Consolidated Statements of Operations. As of December 28, 2012, the remaining restructuring reserves
related to the partial restructuring of the San Francisco office and early vendor termination fees.
No restructuring costs were incurred in 2011 and 2010.
38
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. Restructuring Costs (Continued)
The following tables set forth the detail and activity in the restructuring expense accruals (in thousands):
Accrual balance at December 31, 2010
2011 Expenditures
Accrual balance at December 30, 2011
2012 Expenditures
2012 Benefit
Accrual balance at December 28, 2012
Severance and Other
Employee Costs
Exit, Closure and
Consolidation of
Facilities
$
$
171
(171)
—
—
—
—
$
$
1,826
(1,223)
603
(676)
319
246
Total
$ 1,997
(1,394)
603
(676)
319
$ 246
10. Credit Facility
On February 21, 2012, the Company entered into a Credit Facility with Bank of America, N.A. Under the Credit Facility, Bank
of America, N.A. agreed to lend the Company up to $20.0 million pursuant to a revolving line of credit (the “Revolver”) and up to
$30.0 million pursuant to a term loan (the “Term Loan,” and together with the Revolver, the “Credit Facility”). As of December 28,
2012, the Company had $25.0 million principal amount outstanding on the Term Loan and a zero balance outstanding on the
Revolver. Subsequent to December 28, 2012, the Company paid down an additional $4.5 million of principal on the Term Loan,
bringing the balance to $20.5 million.
The obligations of the Company under the Credit Facility are guaranteed by active existing and future material U.S. subsidiaries
of the Company and are secured by substantially all of the existing and future property and assets of the Company (subject to certain
exceptions).
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 LIBOR base rate, plus an applicable margin percentage. The applicable margin percentage is based on the consolidated
leverage ratio. As of December 28, 2012, the applicable margin percentage was 1.75% per annum based on the consolidated leverage
ratio, in the case of LIBOR rate advances, and 1.00% per annum, in the case of base rate advances. The Revolver matures on
February 21, 2017, whereas the Term Loan requires amortization of principal in equal quarterly payment installments of $1.6 million
beginning October 1, 2012 through February 21, 2017. The Company is subject to certain covenants and exceptions, including total
consolidated leverage, fixed cost coverage and liquidity requirements.
In connection with the Credit Facility, the Company incurred $0.5 million of debt issuance costs. These costs are amortized over
the remaining life of the Credit Facility and are included in Other Assets in the consolidated balance sheet.
The future schedule of annual amortization of principal is as follows (in thousands):
2013
2014
2015
2016
2017
Total
Principal Amortization
Payments
$
$
2,895
7,894
6,316
6,316
1,579
25,000
39
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. Income Taxes
The Company files federal income tax returns, as well as multiple state, local and foreign jurisdiction tax returns. A number of
years may elapse before an uncertain tax position is audited and finally resolved. While it is often difficult to predict the final outcome
or the timing of resolution on any particular uncertain tax position, the Company believes that its reserves for income taxes reflect the
most probable outcome. The Company adjusts these reserves, as well as the related interest, in light of changing facts and
circumstances. The resolution of a matter would be recognized as an adjustment to the provision for income taxes and the effective tax
rate in the period of resolution. The Company is no longer subject to examinations of its federal income tax returns by the Internal
Revenue Service for years through 2008 and all significant state, local and foreign matters have been concluded for years
through 2008.
The components of income (loss) before income taxes are as follows (in thousands):
Year Ended
Domestic
Foreign
Income before income taxes
$
December 28,
2012
15,269
950
16,219
$
$
December 30,
2011
15,999
1,275
17,274
$
$
December 31,
2010
14,204
(3)
14,201
$
The components of income tax (benefit) expense are as follows (in thousands):
Current tax (benefit) expense
Federal
State
Foreign
Deferred tax (benefit) expense
Federal
State
Foreign
Income tax benefit
December 28,
2012
Year Ended
December 30,
2011
December 31,
2010
$
$
(314)
961
66
713
4,532
(3,587)
(2,136)
(1,191)
(478)
$
$
32
484
246
762
(5,257)
—
—
(5,257)
(4,495)
$
$
(191)
239
(74)
(26)
—
—
—
—
(26)
The income tax benefit included the release of valuation allowance of $4.0 million, $5.3 million and $0.0 million in 2012, 2011
and 2010, respectively.
A reconciliation of the federal statutory tax rate with the effective tax rate is as follows:
U.S. statutory income tax expense rate
State income taxes, net of federal income tax benefit
Valuation reduction
Meals and entertainment
Foreign exchange loss
Other, net
Effective tax rate
December 28,
2012
Year Ended
December 30,
2011
December 31,
2010
35.0%
8.0
(47.7)
1.5
0.1
0.1
(3.0)%
35.0%
1.8
(69.3)
1.3
0.9
4.3
(26.0)%
35.0%
1.1
(36.7)
1.5
0.4
(1.5)
(0.2)%
40
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. Income Taxes (Continued)
The components of the net deferred income tax asset (liability) are as follows (in thousands):
Deferred income tax assets:
Purchased research and development
Allowance for doubtful accounts
Net operating loss carryforward
Accrued expenses and other liabilities
Valuation allowance
Deferred income tax liabilities:
Depreciation and amortization
Tax over book amortization on goodwill
Other items
Net deferred income tax asset
December 28,
2012
December 30,
2011
$
$
—
521
18,423
2,759
21,703
(1,624)
20,079
(4,153)
(9,473)
(5)
(13,631)
6,448
$
$
79
316
20,567
5,492
26,454
(9,365)
17,089
(3,836)
(8,017)
21
(11,832)
5,257
As of December 28, 2012, the Company had $31.9 million of U.S. federal net operating loss carryforwards available for tax
purposes, primarily resulting from a worthless stock deduction taken in 2002, most of which will expire by 2022 if not utilized.
Additionally, at December 28, 2012, the Company had $14.5 million of foreign net operating loss carryforwards, of which $9.2
million related to operations in the U.K., $1.4 million related to operations in France and $0.8 million related to operations in
Germany. A significant amount of the foreign net operating losses may be carried forward indefinitely.
The liability method of accounting for deferred income taxes requires a valuation allowance against deferred tax assets if, based
on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In
determining the need for valuation allowances the Company considers evidence such as history of losses and general economic
conditions. At December 28, 2012 and December 30, 2011, the Company had a valuation allowance of $1.6 million and $9.4 million,
respectively, to reduce deferred income tax assets primarily related to foreign and state net operating loss and tax credit carryforwards.
The undistributed earnings in foreign subsidiaries are permanently invested abroad and will not be repatriated to the U.S. in the
foreseeable future. Because they are considered to be indefinitely reinvested, no U.S. federal or state deferred income taxes have been
provided on these earnings. Upon distribution of those earnings, in the form of dividends or otherwise, the Company would be subject
to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign
countries in which it operates. Because of the availability of U.S. foreign tax credits, it is not practicable to determine the U.S. foreign
income tax liability that would be payable if such earnings were not reinvested indefinitely.
Penalties and tax-related interest expense are reported as a component of income tax expense. For the years ended December 28,
2012 and December 30, 2011 the total amount of accrued income tax-related interest and penalties was $212 thousand and $170
thousand, respectively.
In accordance with ASC 740-10, the Company prescribes a more-likely-than-not threshold for financial statement recognition
and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on de-
recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for
interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures.
The following table sets forth the detail and activity of the ASC 740-10 liability during the twelve months ended December 28,
2012 and December 30, 2011 (in thousands):
Beginning balance
Additions based on tax positions
Ending balance
December 28,
2012
$
$
170
845
1,015
December 30,
2011
$
$
170
—
170
41
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. Income Taxes (Continued)
As of December 28, 2012 and December 30, 2011, the ASC 740-10 liability of $1.0 million and $170 thousand, respectively,
was classified as a current liability and included in the current portion of the accrued expenses and other liabilities in the
accompanying consolidated balance sheets. The Company does not believe there will be any material changes in its unrecognized tax
positions over the next twelve months. The reversal of ASC 740-10 tax liabilities as of December 28, 2012 and December 30, 2011,
would have a favorable impact on the effective tax rate in future periods.
12. Stock Based Compensation
Stock Plans
Total share based compensation included in net income for the year ended December 28, 2012 was $5.5 million. The number of
shares available for future issuance under the plans as of December 28, 2012 were 2,098,631. The Company issues new shares as
shares are required to be delivered under the plan.
Stock Options
The Company has granted stock options to employees and directors of the Company at exercise prices equal to the market value
of the stock at the date of grant. The options generally vest ratably over four years, based on continued employment, with a maximum
term of ten years.
Stock option activity under the Company’s stock option plans for the year ended December 28, 2012 is summarized as follows:
Outstanding as of December 30, 2011
Granted
Exercised
Forfeited or expired
Outstanding as of December 28, 2012
Exercisable at December 28, 2012
Option Shares
867,375
3,196,563
(76,986)
(88,088)
3,898,864
702,301
Weighted Average
Exercise Price
Weighted Average
Remaining
Contractual Term
Aggregate
Intrinsic Value
$
$
$
5.53
4.00
2.53
5.46
4.34
5.86
4.39
1.08
$
$
94,022
94,022
A summary of the Company’s stock option activity for the years ended December 30, 2011 and December 31, 2010 was as
follows:
Outstanding at beginning of year
Exercised
Forfeited or expired
Outstanding at end of year
Exercisable at end of year
December 30, 2011
December 31, 2010
Option Shares
982,328
(24,000)
(90,953)
867,375
867,167
Weighted Average
Exercise Price
$
$
$
5.62
2.46
7.23
5.53
5.53
Option Shares
1,202,380
(17,553)
(202,499)
982,328
981,870
Weighted Average
Exercise Price
$
$
$
5.88
2.68
7.45
5.62
5.62
Other information pertaining to stock option activity during the years ended December 28, 2012, December 30, 2011 and
December 31, 2010 was as follows (in thousands):
Total fair value of stock options vested
Total intrinsic value of stock options exercised
December 28,
2012
$
$
—
177
Year Ended
December 30,
2011
$
$
—
41
December 31,
2010
$
$
—
11
42
Options Exercisable
Number
Exercisable
77,332
618,311
6,650
8
702,301
Weighted Average
Exercise Price
$
$
$
$
2.78
6.18
12.00
17.56
5.86
—
2.29
6.03
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. Stock Based Compensation (Continued)
The following table summarizes information about the Company’s stock options outstanding:
Range of Exercise Prices
$0.00 - $4.06
$4.07 - $8.13
$8.14 - $12.19
$12.20 - $20.32
As of December 28, 2012
Options Outstanding
Weighted Average
Remaining
Contractual Life
(Years)
Weighted Average
Exercise Price
5.0 $
1.1
0.4
0.1
4.4 $
3.97
6.18
12.00
17.56
4.34
Number Outstanding
3,273,895
618,311
6,650
8
3,898,864
Options surrendered March 11, 2013
Options cancelled / exercised through
March 12, 2013
As of March 12, 2013
(2,916,563)
4.9 $
4.00
—
(31,370)
950,931
—
2.1 $
2.29
5.43
(31,370)
670,931
In March of 2013 the performance-based stock option grants referred to below were surrendered by the Company’s Chief
Executive Officer and Chief Operating Officer and replaced with stock appreciation rights units (“SARs”), totaling 2,916,563, equal in
number to the number of options granted to each of them in 2012. The terms and conditions and the specific performance targets that
must be achieved in order for the SAR awards to vest are the same to those of the replaced plan, with the exception that the SARs will
be settled in cash, stock or any combination thereof, at the Company’s discretion.
On February 8, 2012, the Compensation Committee approved the fiscal year 2012 through 2015 equity compensation target for
the Chief Executive Officer and Chief Operating Officer. Under this target, a single performance-based option grant was made to the
Company’s Chief Executive Officer and the Chief Operating Officer of 1,912,500 options and 1,004,063 options, respectively,
totaling 2,916,563, each with an exercise price of $4.00 and a fair value of $1.31. One-half of the options vest upon the achievement
of at least 50% growth of pro forma earnings per share and the remaining half vest upon the achievement of at least 50% pro forma
EBITDA growth. Each metric can be achieved at any time during the six-year term of the award based on a trailing twelve month
period measured quarterly. The grants will expire if neither target is achieved during the six-year term. The base year for the
performance calculation is fiscal 2011 for both pro forma earnings per share and pro forma EBITDA performance targets.
As of December 28, 2012, 82% of total outstanding options were performance-based. Although the targets for the performance-
based options have not been achieved, the Company has recorded $0.6 million of compensation expense in 2012 related to these
options. No compensation expense related to options was recorded in 2011 and 2010.
43
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. Stock Based Compensation (Continued)
Restricted Stock Units
Under the stock plans, participants may be granted restricted stock units, each of which represents a conditional right to receive
a common share in the future. The restricted stock units granted under this plan generally vest over one of the following vesting
schedules: (1) a four-year period, with 50% vesting on the second anniversary and 25% of the shares vesting on the third and fourth
anniversaries of the grant date, (2) a four-year period, with 25% vesting on the first, second, third and fourth anniversary, or (3) a
three-year period with 33% vesting on the first, second and third anniversary. Upon vesting, the restricted stock units will convert into
an equivalent number of shares of common stock. The amount of expense relating to the restricted stock units is based on the closing
market price of the Company’s common stock on the date of grant and is amortized on a straight-line basis over the applicable
requisite service period. Restricted stock unit activity for the year ended December 28, 2012 was as follows:
Nonvested balance as of December 30, 2011
Granted
Vested
Forfeited
Nonvested balance as of December 28, 2012
Number of
Restricted Stock
Units
2,970,830
1,407,077
(1,687,513)
(142,563)
2,547,831
Weighted Average
Grant-Date Fair
Value
$
$
3.38
3.92
3.33
3.64
3.69
The Company recorded restricted stock units based compensation expense of $4.2 million, $3.7 million and $3.6 million in
2012, 2011 and 2010, respectively, which is included in stock compensation expense, based on the vesting provisions of the restricted
stock units and the fair market value of the stock on the grant date. As of December 28, 2012, there was $4.9 million of total restricted
stock units compensation related to the nonvested awards not yet recognized, which is expected to be recognized over a weighted
average period of 1.88 years.
Common Stock Subject to Vesting Requirements
Shares of common stock subject to vesting requirements were issued to employees of acquired companies. These shares vest
over a period of up to five years. Compensation was based on the market value of the Company’s common stock at the time of grant
and is recognized on a straight-line basis. The activity for common stock subject to vesting requirements for the year ended
December 28, 2012 was as follows:
Nonvested balance as of December 30, 2011
Vested
Forfeited
Nonvested balance as of December 28, 2012
Number of Shares
of Common Stock
Subject to Vesting
Requirements
633,487
(233,744)
(4,000)
395,743
Weighted Average
Grant-Date Fair Value
3.32
$
3.36
3.12
3.58
$
The Company recorded compensation expense of $0.7 million, $0.9 million and $0.7 million, during the years ended
December 28, 2012, December 30, 2011, and December 31, 2010, respectively, related to common stock subject to vesting
requirements. As of December 28, 2012, there was $0.7 million of total stock based compensation related to common stock subject to
vesting requirements not yet recognized, which is expected to be recognized over a weighted average period of 1.22 years.
44
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. Shareholders’ Equity
Tender Offer
On March 21, 2012, the Company completed a tender offer to purchase 11.0 million shares of its common stock at a purchase
price of $5.00 per share, for an aggregate cost of approximately $55.0 million, excluding fees and expenses relating to the tender offer.
The 11.0 million shares accepted for purchase represented approximately 27% of the Company’s issued and outstanding shares of
common stock at that time.
Employee Stock Purchase Plan
Effective July 1, 1998, the Company adopted an Employee Stock Purchase Plan to provide substantially all employees who have
completed three months of service as of the beginning of an offering period an opportunity to purchase shares of its common stock
through payroll deductions. Purchases on any one grant are limited to 10% of eligible compensation. Shares of the Company’s
common stock may be purchased by employees at six-month intervals at 95% of the fair market value on the last trading day of each
six-month period. The aggregate fair market value, determined as of the first trading date of the offering period, of shares purchased
by an employee may not exceed $25,000 annually. The Employee Stock Purchase Plan expires on July 1, 2018. A total of 4,275,000
shares of common stock are available for purchase under the plan with a limit of 400,000 shares of common stock to be issued per
offering period. For plan years 2012, 2011 and 2010, 117,757 shares, 137,215 shares and 132,015 shares, respectively, were issued.
Treasury Stock
On July 30, 2002, the Company announced that its Board of Directors approved the repurchase of up to $5.0 million of the
Company’s common stock. Since the inception of the repurchase plan, the Board of Directors approved the repurchase of an
additional $70.0 million of the Company’s common stock, thereby increasing the total program size to $75.0 million. Under the
repurchase plan, the Company may buy back shares of its outstanding stock from time to time either on the open market or through
privately negotiated transactions, subject to market conditions and trading restrictions, excluding the above mentioned tender offer.
The Company did not repurchase any shares during the year ended December 28, 2012 under its repurchase plan. As of December 28,
2012, the Company had repurchased 21.2 million shares of its common stock at an average price of $3.52 per share, leaving $0.6
million available under the Company’s buyback program. The Company holds repurchased shares of its common stock as treasury
stock and accounts for treasury stock under the cost method.
Dividends
On December 7, 2012, the Company’s Board of Directors adopted a dividend policy pursuant to which the Company intends to
pay annual cash dividends on its common stock. The Board of Directors declared an annual cash dividends of $0.10 per common
share payable to holders of the Company’s common stock. In 2012, the Company paid $3.1 million in dividends to holders of its
common stock, which was paid to shareholders on December 28, 2012. These dividends were paid from U.S. domestic sources and are
accounted for as an increase to retained deficit.
Shareholder Rights Plan
On February 13, 2004, the Company’s Board of Directors adopted a Shareholder Rights Plan. Under the Plan, a dividend of one
preferred share purchase right (a “Right”) was declared for each share of the Company’s common stock that was outstanding on
February 26, 2004. Each Right entitles the holder to purchase from the Company one one-thousandth of a share of Series A Junior
Preferred Stock at a purchase price of $32.50, subject to adjustment.
The Rights will trade automatically with the common stock and will not be exercisable until a person or group has become an
“acquiring person” by acquiring 15% or more of the Company’s outstanding common stock, or a person or group commences, or
publicly announces a tender offer that will result in such a person or group owning 15% or more of the Company’s outstanding
common stock. However, Liberty Wanger Asset Management, L.P. (now known as Columbia Wanger Asset Management, L.P.),
together with its affiliates and associates will be permitted to acquire up to 20% of the common stock without making the rights
exercisable. Upon announcement that any person or group has become an acquiring person, each Right will entitle all rightholders
(other than the acquiring person) to purchase, for the exercise price of $32.50, a number of shares of the Company’s common stock
having a market value equal to twice the exercise price. Rightholders would also be entitled to purchase common stock of the
acquiring person having a value of twice the exercise price if, after a person had become an acquiring person, the Company were to
enter into certain mergers or other transactions. If any person becomes an acquiring person, the Board of Directors may, at its option
and subject to certain limitations, exchange one share of common stock for each Right.
The Rights have certain anti-takeover effects, in that they would cause substantial dilution to a person or group that attempts to
acquire a significant interest in the Company on terms not approved by the Board of Directors. In the event that the Board of Directors
determines a transaction to be in the best interests of the Company and its shareholders, the Board of Directors may redeem the
Rights for $0.001 per share at any time prior to a person or group becoming an acquiring person. The Rights will expire on
February 13, 2014.
45
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. Benefit Plan
The Company maintains a 401(k) plan covering all eligible employees. Subject to certain dollar limits, eligible employees may
contribute up to 15% of their pre-tax annual compensation to the plan. The Company may make discretionary contributions on an
annual basis. During fiscal years 2012, 2011 and 2010, the Company made matching contributions of 25% of employee contributions
up to 4% of their gross salaries. The Company’s matching contributions were $0.3 million for each of the fiscal years ended
December 28, 2012, December 30, 2011 and December 31, 2010.
15. Transactions with Related Parties
There were no related party transactions in 2012. In connection with the Company’s repurchase of common stock in 2011, the
Board of Directors approved the Company’s buy back of 393,250 shares of outstanding common stock from employees of the
Company and Board of Directors at an average price of $4.70 per share. These shares were included in the Company’s treasury stock
on the accompanying consolidated balance sheets at December 28, 2012 and December 30, 2011.
16. 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 consolidated financial position, cash flows or results of operations.
17. Geographic and Service Group Information
Revenue, which is primarily based on the country of the Company’s contracting entity, is attributed to geographic areas as
follows (in thousands):
Revenue:
North America
International (primarily European countries)
Total revenue
December 28,
2012
$ 184,974
49,086
$ 234,060
Year Ended
December 30,
2011
$ 174,890
50,227
$ 225,117
December 31,
2010
$ 158,231
43,117
$ 201,348
Long-lived assets are attributed to geographic areas as follows (in thousands):
Long-lived assets:
North America
International (primarily European countries)
Total long-lived assets
December 28,
2012
December 30,
2011
$
74,407
16,270
$
90,677
$
73,449
15,628
$
89,077
As of December 28, 2012, foreign assets included $15.6 million of goodwill related to the REL and Archstone acquisitions and
$0.1 million of intangible assets related to the Archstone acquisition. As of December 30, 2011, foreign assets included $14.9 million
of goodwill related to the REL and Archstone acquisitions and $0.1 million of intangible assets related to the Archstone acquisition.
In the following table (presented in thousands), The Hackett Group service group encompasses Benchmarking, Business
Transformation and Executive Advisory groups, and includes EPM Technologies. The ERP Solutions group encompasses the ERP
technology groups, which include SAP and Oracle. The acquisition of Archstone in late 2009 brought a strong EPM Transformation
group to the Company. This allowed the Company to combine the acquired transformation skills with its existing EPM technology
group, which has been one of The Hackett Group’s growth drivers. The transformation and technology groups both adopted The
Hackett Group brand in 2010, and in 2011 moved to a combined incentive plan. Therefore, the revenue of the EPM technology group
is reflected in The Hackett Group service line to best reflect this integration of brand and go-to-market focus in the Company’s
reporting.
46
THE HACKETT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. Geographical and Service Group Information (Continued)
The Hackett Group
ERP Solutions
Total revenue
December 28,
2012
$ 187,787
46,273
$ 234,060
Year Ended
December 30,
2011
$ 181,824
43,293
$ 225,117
December 31,
2010
$ 167,019
34,329
$ 201,348
18. Quarterly Financial Information (unaudited)
The following table presents unaudited supplemental quarterly financial information for the years ended December 28, 2012 and
December 30, 2011 (in thousands, except per share data):
Total revenue
Income from operations
Income before income taxes
Net income (1)
Basic net income per common share
Diluted net income per common share
Total revenue
Income from operations
Income before income taxes
Net income (1)
Basic net income per common share
Diluted net income per common share
March 30,
2012
$ 57,018
$ 3,659
$ 3,641
$ 3,533
$ 0.09
$ 0.09
April 1,
2011
$ 52,862
$ 3,486
$ 3,487
$ 3,327
$ 0.08
$ 0.08
Quarter Ended
June 29,
2012
$61,284
$ 4,490
$ 4,251
$ 3,845
$ 0.13
$ 0.12
September 28,
2012
$
$
$
$
$
$
58,621
4,581
4,387
2,636
0.09
0.08
Quarter Ended
July 1,
2011
$58,809
$ 4,503
$ 4,515
$ 4,403
$ 0.11
$ 0.10
September 30,
2011
$
$
$
$
$
$
57,935
4,511
4,522
4,346
0.11
0.10
December 28,
2012
57,137
4,099
3,940
6,683
0.23
0.21
$
$
$
$
$
$
December 30,
2011
55,511
4,741
4,750
9,693
0.25
0.23
$
$
$
$
$
$
(1) The quarters ended December 28, 2012 and December 30, 2011 include the benefit of the release of $4.0 million and $5.3
million, respectively, of deferred income tax asset valuation allowance. Quarterly basic and diluted net income per common
share were computed independently for each quarter and do not necessarily total to the year to date basic and diluted net income
per common share.
19. Subsequent Event
Subsequent to December 28, 2012, the Company exited the Oracle ERP implementation business. The Oracle ERP
implementation business was included in the HTS reporting unit and the ERP Solutions service group. This transaction was not
material to the Company’s financial statements.
In March of 2013 the performance-based stock option grants described in Note 12 above, were surrendered by the Company’s
Chief Executive Officer and Chief Operating Officer and replaced with SARs equal in number to the number of options granted to
each of them in 2012. The terms and conditions and the specific performance targets that must be achieved in order for the SARs
awards to vest are the same to those of the replaced plan, with the exception that the SARs will be settled in cash, stock or any
combination thereof at the Company’s discretion.
47
THE HACKETT GROUP, INC.
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEARS ENDED DECEMBER 28, 2012, DECEMBER 30, 2011 AND DECEMBER 31, 2010
(in thousands)
Allowance for Doubtful Accounts
Year Ended December 28, 2012
Year Ended December 30, 2011
Year Ended December 31, 2010
Balance at
Beginning
of Year
$
799
$ 1,486
$ 1,354
Charge to
Expense
(Recovery)
657
$
$
$
(619)
157
Write-offs
(205)
$
$
$
(68)
(25)
Balance
at End
of Year
$ 1,251
$ 799
$ 1,486
48
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and
principal 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 (the “Exchange Act”). Based on this evaluation, our
principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as
of the end of the period covered by this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation
required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the three months ended December 28, 2012
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission as of and for the year ended December 28, 2012. Based on our evaluation under the
framework in “Internal Control – Integrated Framework,” our management concluded that our internal control over financial reporting
was effective as of the end of the period covered by this Annual Report.
The Company’s independent registered certified public accounting firm has audited our internal control over financial
reporting as of December 28, 2012, and has expressed an unqualified opinion thereon.
49
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
The Hackett Group, Inc.
Miami, Florida
We have audited The Hackett Group, Inc.’s internal control over financial reporting as of December 28, 2012, based on criteria
established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria). The Hackett Group Inc.’s management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying “Item 9A, Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an
opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, The Hackett Group, Inc. maintained, in all material respects, effective internal control over financial reporting as of
December 28, 2012, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of The Hackett Group, Inc. as of December 28, 2012 and December 30, 2011, and the related consolidated
statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended
December 28, 2012 and our report dated March 13, 2013 expressed an unqualified opinion thereon.
Miami, Florida
March 13, 2013
/s/ BDO USA, LLP
Certified Public Accountants
50
ITEM 9B. OTHER INFORMATION
Not applicable.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information responsive to this Item is incorporated herein by reference to the Company’s definitive proxy statement for
PART III
the 2013 Annual Meeting of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
Information responsive to this Item is incorporated herein by reference to the Company’s definitive proxy statement for
the 2013 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Information responsive to this Item is incorporated herein by reference to the Company’s definitive proxy statement for
the 2013 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information responsive to this Item is incorporated herein by reference to the Company’s definitive proxy statement for
the 2013 Annual Meeting of Shareholders.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information appearing under the caption “Fees Paid to Independent Accountants” in the proxy statement for the 2013
Annual Meeting of Shareholders is hereby incorporated by reference.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this Form:
PART IV
1. Financial Statements
The Consolidated Financial Statements filed as part of this report are listed and indexed on page 24. Schedules other than
those listed in the index have been omitted because they are not applicable or the required information has been included elsewhere in
this report.
2. Financial Statement Schedules
Schedule II — Valuation and Qualifying Accounts and Reserves are included in this report. Schedules other than those
listed in the index have been omitted because they are not applicable or the information required to be set forth therein is contained, or
incorporated by reference, in the Consolidated Financial Statements of The Hackett Group, Inc. or notes thereto.
3. Exhibits: See Index to Exhibits on page 53
The Exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this report.
51
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Miami, State of Florida, on
March 13, 2013.
SIGNATURES
THE HACKETT GROUP, INC.
By:/s/ Ted A. Fernandez
Ted A. Fernandez
Chief Executive Officer and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1934, this Form 10-K has been signed by the following persons on behalf
of the Registrant in the capacities and on the date indicated.
Signatures
Title
Date
/s/ Ted A. Fernandez
Ted A. Fernandez
/s/ Robert A. Ramirez
Robert A. Ramirez
/s/ David N. Dungan
David N. Dungan
/s/ Terence M. Graunke
Terence M. Graunke
/s/ Richard Hamlin
Richard Hamlin
/s/ John R. Harris
John R. Harris
/s/ Edwin A. Huston
Edwin A. Huston
/s/ Alan T. G. Wix
Alan T. G. Wix
Chief Executive Officer and Chairman (Principal
Executive Officer)
March 13, 2013
Executive Vice President, Finance and Chief Financial
Officer (Principal Financial and Accounting Officer)
March 13, 2013
Chief Operating Officer and Director
March 13, 2013
March 13, 2013
March 13, 2013
March 13, 2013
March 13, 2013
March 13, 2013
Director
Director
Director
Director
Director
52
Exhibit
No.
2.1
2.2
3.1
3.2
3.3
3.4
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
INDEX TO EXHIBITS
Exhibit Description
Share Purchase Agreement dated November 29, 2005 between The Hackett Group Limited, Answerthink, Inc. and the
Sellers of REL Consultancy Group Limited (incorporated herein by reference to the Registrant’s Form 8-K dated
December 1, 2005).
Asset Purchase Agreement acquiring Archstone Consulting, LLC (incorporated by reference to the Registrant’s
Form 8-K filed on November 13, 2009). In accordance with the instructions to Item 601(b)(2) of Regulation S-K, the
schedules and exhibits to the Asset Purchase Agreement are not filed herewith. The Asset Purchase Agreement
identifies such schedules and exhibits, including the general nature of their content. The Company undertakes to
provide such schedules and exhibits to the Securities and Exchange Commission upon request.
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).
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).
Articles of Amendment of the Third Amended and Restated Articles of Incorporation of the Registrant (incorporated
herein by reference to the Registrant’s Form 10-K for the year ended December 28, 2007).
Amendment to Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant’s
Form 8-K filed on March 31, 2008).
Registrant’s 1998 Stock Option and Incentive Plan (incorporated herein by reference to the Registrant’s Registration
Statement on Form S-8 (333-64542)).
Amendment to Registrant’s 1998 Stock Option and Incentive Plan (incorporated herein by reference to the Registrant’s
Form 10-K for the year ended December 28, 2001).
Form of Employment Agreement entered into between the Registrant and Mr. Dungan (incorporated herein by
reference to the Registrant’s Form 10-K for the year ended December 28, 2001).
Form of Employment Agreement entered into between the Registrant and each of Messrs. Fernandez, Frank and
Knotts (incorporated herein by reference to the Registrant’s Registration Statement on Form S-1 (333-48123)).
AnswerThink Consulting Group, Inc. Employee Stock Purchase Plan, as amended (incorporated herein by reference to
the Registrant’s Registration Statement on Form S-8 (333-108640)).
Amendment to Registrant’s Employee Stock Purchase Plan (incorporated herein by reference to the Registrant’s
Form 10-K/A filed on February 15, 2007).
Securities Purchase Agreement by and among THINK New Ideas, Inc., Capital Ventures International and
Marshall Capital Management, Inc. (incorporated herein by reference to THINK New Ideas, Inc.’s Form 8-K dated
March 12, 1999).
Registration Rights Agreement dated as of March 3, 1999 by and among THINK New Ideas, Inc., Capital Ventures
International and Marshall Capital Management, Inc. (incorporated herein by reference to THINK New Ideas, Inc.’s
Form 8-K dated March 12, 1999).
Amendment to Employment Agreement between Answerthink, Inc. and Ted A. Fernandez (incorporated herein by
reference to the Registrant’s Form 10-Q dated November 10, 2004).
Amendment to Employment Agreement between Answerthink, Inc. and David N. Dungan (incorporated herein by
reference to the Registrant’s Form 10-Q dated November 10, 2004).
Lawson Software & The Hackett Group Advisory Alliance Agreement dated May 9, 2005 (incorporated herein by
reference to the Registrant’s Form 8-K dated May 13, 2005).
Amendment dated June 10, 2005 to Executive Agreement between Answerthink, Inc. and Ted A. Fernandez
(incorporated herein by reference to the Registrant’s Form 8-K dated June 16, 2005).
53
10.16
10.17
10.18
10.19
10.20
10.21
21.1
23.1
31.1
31.2
32
Employment Agreement dated August 1, 2007 between the Registrant and Robert A. Ramirez (incorporated herein by
reference to the Registrant’s Form 10-Q dated July 31, 2007).
Third Amendment to Employment Agreement between the Registrant and Ted A. Fernandez (incorporated herein by
reference to the Registrant’s Form 8-K dated January 2, 2009).
Third Amendment to Employment Agreement between the Registrant and David N. Dungan (incorporated herein by
reference to the Registrant’s Form 8-K dated January 2, 2009).
Stock Appreciation Right Agreement dated March 11, 2013 between the Company and Ted A. Fernandez.
Stock Appreciation Right Agreement dated March 11, 2013 between the Company and David N. Dungan.
Credit Agreement dated February 21, 2012, among The Hackett Group, Inc., the material domestic subsidiaries of
Hackett named on the signature pages there to and Bank of America, N.A., as lender (incorporated herein by reference
to the Registrant’s Form 8-K dated February 23, 2012).
Subsidiaries of the Registrant (exhibits filed herewith).
Consent of BDO USA, LLP (exhibits filed herewith).
Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (exhibits filed herewith).
Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (exhibits filed herewith).
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (exhibits filed herewith).
101.INS**
XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema
101.CAL** XBRL Taxonomy Extension Calculation Linkbase
101.DEF** XBRL Taxonomy Extension Definition Linkbase
101.LAB** XBRL Taxonomy Extension Label Linkbase
101.PRE**
XBRL Taxonomy Extension Presentation Linkbase
**
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.
54
Corporate Headquarters
The Hackett Group, Inc.
1001 Brickell Bay Drive, Suite 3000
Miami, FL 33131
Telephone: 305-375-8005
Facsimile: 305-379-8810
www.thehackettgroup.com
Annual Meeting
The Hackett Group shareholders are
invited to attend our Annual Meeting on
Friday, May 3, 2013 at 11:00 am at:
Corporate Headquarters
1001 Brickell Bay Drive, Suite 3000
Miami, FL 33131
Transfer Agent
Computershare Investor Services
First Class/Registered/
Certified Mail:
Courier Services:
P.O. Box 43078
Providence, RI 02940-3078
250 Royall St.
Canton, MA 02021
Shareholder Services: 781-575-2879
http://www.computershare.com/investor
Independent Auditors
BDO USA, LLP
Miami, FL
Board of Directors
Ted A. Fernandez
Chairman & Chief Executive Officer
The Hackett Group, Inc.
David N. Dungan
Vice Chairman & Chief Operating Officer
The Hackett Group, Inc.
Richard N. Hamlin
Retired Partner
KPMG LLP
John R. Harris
Operating Partner
glendon Todd Capital LLC
Edwin A. Huston
Retired Vice Chairman
Ryder System, Inc.
Terence M. Graunke
Chairman & Co-founder
Lake Capital Management, LLC
Alan T.G. Wix
Former Managing Director
of Core IT Services
Lloyds TSB Bank
Our goal is to use our unique intellectual
capital to establish a strategic relationship
with our clients, and to expand that
entry point by introducing our consulting
capabilities.
1001 Brickell Bay Drive
Suite 3000
Miami, FL 33131
www.thehackettgroup.com