Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 29, 2019

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

For the transition period from to

Commission File Number 333-48123

The Hackett Group, Inc.

(Exact name of registrant as specified in its charter)

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

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

(305) 375-8005

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

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

Large Accelerated Filer	☐	Accelerated Filer	☒

Non-Accelerated Filer	☐	Smaller Reporting Company	☐

		Emerging Growth Company	☐

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

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

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


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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 3, 2019, there were 29,739,882 shares of common stock outstanding.

The Hackett Group, Inc.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		Page

Item 1.	Financial Statements

	Consolidated Balance Sheets as of March 29, 2019 and December 28, 2018 (unaudited)	3

	Consolidated Statements of Operations for the Three Months Ended March 29, 2019 and March 30, 2018 (unaudited)	4

	Consolidated Statements of Comprehensive Income for the Three Months Ended March 29, 2019 and March 30, 2018 (unaudited)	5

	Consolidated Statements of Cash Flows for the Three Months Ended March 29, 2019 and March 30, 2018 (unaudited)	6

	Consolidated Statements of Equity for the Three Months Ended March 29, 2019 and March 30, 2018 (unaudited)	7

	Notes to Consolidated Financial Statements ( unaudited )	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

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

Item 6.	Exhibits	23

SIGNATURES		24

PART I — FINANCI AL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

The Hackett Group, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

	March 29,			December 28,
	2019			2018
ASSETS
Current assets:
Cash	$	10,659		$	13,808
Accounts receivable and unbilled revenue, net of allowance of $1,190 and $1,441 at March 29, 2019 and December 28, 2018, respectively		56,012			54,807
Prepaid expenses and other current assets		4,034			4,339
Assets related to discontinued operations		—			137
Total current assets		70,705			73,091

Property and equipment, net		20,643			19,750
Other assets		3,469			3,704
Goodwill, net		84,575			84,207
Operating lease right-of-use assets		8,301			—
Total assets	$	187,693		$	180,752

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,375		$	7,429
Accrued expenses and other liabilities		26,939			34,498
Operating lease liabilities		2,604			—
Liabilities related to discontinued operations		669			2,300
Total current liabilities		36,587			44,227
Long-term deferred tax liability, net		8,162			6,435
Long-term debt		7,500			6,500
Operating lease liabilities		5,697			—
Total liabilities		57,946			57,162

Commitments and contingencies

Shareholders’ equity:
Preferred stock, $0.001 par value, 1,250,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.001 par value, 125,000,000 shares authorized 57,009,472 and 56,607,622 shares issued at March 29, 2019 and December 28, 2018, respectively		58			57
Additional paid-in capital		296,976			296,955
Treasury stock, at cost, 27,187,846 and 27,086,782 shares March 29, 2019 and December 28, 2018, respectively		(138,220	)		(136,604	)
Accumulated deficit		(18,330	)		(25,424	)
Accumulated other comprehensive loss		(10,737	)		(11,394	)
Total shareholders' equity		129,747			123,590
Total liabilities and shareholders' equity	$	187,693		$	180,752

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

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Quarter Ended
	March 29,			March 30,
	2019			2018
Revenue:
Revenue before reimbursements	$	62,370		$	66,039
Reimbursements		4,785			5,068
Total revenue		67,155			71,107
Costs and expenses:
Cost of service:
Personnel costs before reimbursable expenses		38,805			40,019
Stock compensation expense		999			1,823
Reimbursable expenses		4,785			5,068
Total cost of service		44,589			46,910
Selling, general and administrative costs		14,341			15,076
Stock compensation expense		705			841
Acquisition-related contingent consideration liability		(1,070	)		—
Total costs and operating expenses		58,565			62,827
Income from operations		8,590			8,280

Other expense:
Interest expense		(101	)		(179	)
Income from operations before income taxes		8,489			8,101
Income tax expense		1,440			800
Income from continuing operations		7,049			7,301
Gain from discontinued operations		45			66
Net income	$	7,094		$	7,367

Basic net income per common share:
Income per common share from continuing operations	$	0.24		$	0.25
Gain per common share from discontinued operations		0.00			0.00
Net income per common share	$	0.24		$	0.25

Diluted net income per common share:
Income per common share from continuing operations	$	0.22		$	0.23
Gain per common share from discontinued operations		0.00			0.00
Net income per common share	$	0.22		$	0.23

Weighted average common shares outstanding:
Basic		29,683			29,089
Diluted		32,294			31,815

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

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	Quarter Ended
	March 29,		March 30,
	2019		2018
Net income	$	7,094	$	7,367
Foreign currency translation adjustment		657		1,152
Total comprehensive income	$	7,751	$	8,519

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

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Quarter Ended
	March 29,			March 30,
	2019			2018
Cash flows from operating activities:
Net income	$	7,094		$	7,367
Less gain from discontinued operations		45			66
Net income from continuing operations		7,049			7,301
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		606			580
Amortization expense		299			613
Amortization of debt issuance costs		23			23
Non-cash stock compensation expense		1,704			2,684
Provision for doubtful accounts		507			68
(Gain) loss on foreign currency translation		(64	)		200
Release of valuation allowance		1,714			1,389
Changes in assets and liabilities:
(Increase) decrease in accounts receivable and unbilled revenue		(1,592	)		3,089
(Increase) decrease in prepaid expenses and other assets		301			(1,202	)
Increase (decrease) in accounts payable		(1,054	)		187
Increase (decrease) in accrued expenses and other liabilities		(2,176	)		3,092
Decrease in income tax payable		(603	)		(887	)
Net cash provided by operating activities		6,759			17,203
Cash flows from investing activities:
Purchases of property and equipment		(1,505	)		(2,363	)
Net cash used in investing activities		(1,505	)		(2,363	)
Cash flows from financing activities:
Proceeds from borrowings		1,000			—
Dividends paid		(5,407	)		(4,656	)
Repurchase of common stock		(3,990	)		(3,967	)
Net cash used in financing activities		(8,397	)		(8,623	)
Effect of exchange rate on cash		(6	)		(63	)
Net increase (decrease) in cash and cash equivalents		(3,149	)		6,154
Cash at beginning of period		13,808			17,512
Cash at end of period	$	10,659		$	23,666
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	315		$	69
Cash paid for interest	$	87		$	141

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

The Hackett Group, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)

(unaudited)

																	Accumulated
					Additional												Other			Total
	Common Stock				Paid in			Treasury Stock						Accumulated			Comprehensive			Shareholders'
	Shares		Amount		Capital			Shares			Amount			Deficit			Loss			Equity
Balance at December 28, 2018		56,615	$	57	$	296,955			(27,086	)	$	(136,604	)	$	(25,424	)	$	(11,394	)	$	123,590
Issuance of common stock		394		1		(2,373	)		—			—			—			—			(2,372	)
Treasury stock purchased		—		—		—			(102	)		(1,616	)		—			—			(1,616	)
Amortization of restricted stock units and common stock subject to
vesting requirements		—		—		2,394			—			—			—			—			2,394
Dividends declared		—		—		—			—			—			—			—			—
Net income		—		—		—			—			—			7,094			—			7,094
Foreign currency translation		—		—		—			—			—			—			657			657
Balance at March 29, 2019		57,009	$	58	$	296,976			(27,188	)	$	(138,220	)	$	(18,330	)	$	(10,737	)	$	129,747

					Additional												Other			Total
	Common Stock				Paid in			Treasury Stock						Accumulated			Comprehensive			Shareholders'
	Shares		Amount		Capital			Shares			Amount			Deficit			Loss			Equity
Balance at December 29, 2017		55,745	$	56	$	288,297			(26,945	)	$	(134,054	)	$	(38,515	)	$	(8,509	)	$	107,275
Issuance of common stock		721		1		(3,004	)		—			—			—			—			(3,003	)
Treasury stock purchased		—		—		1,346			(126	)		(2,310	)		—			—			(964	)
Amortization of restricted stock units and common stock subject to
vesting requirements		—		—		3,557			—			—			—			—			3,557
Dividends declared		—		—		—			—			—			—			—			—
Net income		—		—		—			—			—			7,367			—			7,367
Foreign currency translation		—		—		—			—			—			—			1,152			1,152
Balance at March 30, 2018		56,466	$	57	$	290,196			(27,071	)	$	(136,364	)	$	(31,148	)	$	(7,357	)	$	115,384

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

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information

Basis of Presentation

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

In the opinion of management, the accompanying consolidated financial statements reflect all normal and recurring adjustments which are necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows as of the dates and for the periods presented. The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these statements do not include all the disclosures normally required by U.S. GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 28, 2018, included in the Annual Report on Form 10-K filed by the Company with the SEC on March 8, 2019. The consolidated results of operations for the quarter ended March 29, 2019, are not necessarily indicative of the results to be expected for any future period or for the full fiscal year.

Use of Estimates

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

Revenue Recognition

We generate substantially all of our revenue from providing professional services to our clients. We also generate revenue from software licenses, software support, maintenance and subscriptions to our executive and best practices advisory programs. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, we allocate the total transaction price to each performance obligation based on its relative standalone selling price. We determine the standalone selling price based on the respective selling price of the individual elements when they are sold separately.

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

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

We generate our revenue under four types of billing arrangements: fixed-fee (including software license revenue); time-and-materials; executive and best practice advisory services; and software sales, maintenance and support.

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

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

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information (continued)

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

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

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

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

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

Differences between the timing of billings and the recognition of revenue are recognized as either unbilled services or deferred revenue in the accompanying consolidated balance sheets. Revenue recognized for services performed but not yet billed to clients are recorded as unbilled services. Revenue recognized, but for which are not yet entitled to bill because certain events, such as the completion of the measurement period, are recorded as contract assets and included within unbilled services. Client prepayments are classified as deferred revenue and recognized over future periods as earned in accordance with the applicable engagement agreement. See Note 3 for the accounts receivable and unbilled revenue balances and see Note 4 for the deferred revenue balances. During the quarter ended March 29, 2019, the Company recognized $4.0 million of revenue as a result of changes in deferred revenue liability balance, as compared to $4.8 million for the quarter ended March 30, 2018.

The following table reflects the Company’s disaggregation of total revenue including reimbursable expenses for the quarters ended March 29, 2019 and March 30, 2018:

	Quarter Ended
	March 29,		March 30,
	2019		2018
Consulting	$	61,831	$	65,327
Software License Sales		539		712
Revenue before reimbursements from continuing operations	$	62,370	$	66,039

Capitalized Sales Commissions

Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized as project revenue is recognized. We determined the period of amortization by taking into consideration the customer contract period, which are generally less than 12 months. Commission expense is included in Selling, General and Administrative Costs in the accompanying condensed consolidated statements of operations. As of December 28, 2018, and December 29, 2017, the Company had $1.2 million and $1.4 million, respectively, of deferred commissions, of which $0.1 million and $0.3 million was amortized during the first three months of each respective year. No impairment loss was recognized relating to the capitalization of deferred commission.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information (continued)

Practical Expedients

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

Discontinued Operations

The Company’s European REL Working Capital group’s sales had declined over the past several years as European countries have experienced continued economic recoveries and improved cash balances. Companies are holding high cash reserves which drove working capital project sales of this group down across all of Europe. The REL practice had a limited pipeline of potential client engagements; therefore, the Company made the strategic decision to exit the business at the end of fiscal year 2018.

The following table includes the carrying amounts of the major classes of assets and liabilities presented in discontinued operations in our consolidated balance sheet:

	March 29,		December 28,
	2019		2018
ASSETS
Accounts receivable and unbilled revenue (no allowance as of March 29, 2019 and December 28, 2018)	$	—	$	137
Assets related to discontinued operations	$	—	$	137
LIABILITIES
Accrued expenses and other liabilities (1)	$	669	$	2,300
Liabilities related to discontinued operations	$	669	$	2,300

(1) The balance at March 29, 2019 and December 28, 2018, primarily represents the accrued severance related to terminated employees.

The following table presents the gain and loss results for the Company’s discontinued operations:

	Quarter Ended
	March 29,			March 30,
	2019			2018
Revenue:
Revenue before reimbursements	$	92		$	1,436
Reimbursements		17			190
Total revenue		109			1,626
Costs and expenses:
Cost of service:
Personnel costs before reimbursable expenses		39			1,037
Reimbursable expenses		17			190
Total cost of service		56			1,227
Selling, general and administrative costs		(5	)		359
Total costs and operating expenses		51			1,586
Income from discontinued operations before income taxes		58			40
Income tax expense (benefit)		13			(26	)
Gain from discontinued operations	$	45		$	66

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and General Information (continued)

Fair Value

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and unbilled revenue, accounts payable, accrued expenses and other liabilities and debt. As of March 29, 2019 and December 28, 2018, the carrying amount of each financial instrument approximated the instrument’s respective fair value due to the short-term nature and maturity of these instruments.

The Company uses significant other observable market data or assumptions (Level 2 inputs as defined in accounting guidance) that it believes market participants would use in pricing debt. The fair value of the debt approximated the carrying amount, using Level 2 inputs, due to the short-term variable interest rates based on market rates.

Business Combinations

The Company applies the provisions of ASC 805, Business Combinations, in the accounting for its acquisitions, which requires recognition of the assets acquired and the liabilities assumed at their acquisition date fair values, separately from goodwill. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the tangible and identifiable intangible assets acquired and liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, that may be up to 12 months from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with a corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, the impact of any subsequent adjustments is included in the consolidated statements of operations.

Recently Issued Accounting Standards

In February 2016, the FASB issued guidance on leases which supersedes the current lease guidance. The core principle establishes a right-of-use model (ROU) that requires lessees to recognize the assets and liabilities that arise from nearly all leases on the balance sheet. Accounting applied by lessees has remain largely consistent with previous guidance. The Company adopted the amended guidance effective December 29, 2018, including interim periods within this fiscal year, using the effective date as the date of initial application. Consequently, on adoption, the Company recognized additional operating liabilities of approximately $9.0 million, with corresponding ROU assets of approximately the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The amended guidance did not have a material impact on the Company’s consolidated statements of comprehensive income or its consolidated statements of cash flows. See Note 5 for additional information.

In July 2018, the FASB issued ASU 2018-09, which affects a wide variety of Topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. The amendments in the ASU represent changes that clarify, correct errors in, or make minor improvements to the Codification. Ultimately, the amendments make the Codification easier to understand and apply by eliminating inconsistencies and providing clarifications. Some of the amendments in this ASU do not require transition guidance and are effective upon issuance of the ASU, while many of the amendments have transition guidance with effective dates for annual periods beginning after December 15, 2018. The adoption of the amendments in this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-04, which eliminates Step 2 from the goodwill impairment test. For public companies, this update will be effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted for interim and annual goodwill impairment test with a measurement date after January 1, 2017. The Company does not expect the guidance to 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.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

2. Net Income per Common Share

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

Diluted net income per common share is computed by dividing net income by the weighted average number of common shares outstanding, increased by the assumed conversion of other potentially dilutive securities during the period.

The following table reconciles basic and dilutive weighted average common shares:

	Quarter Ended
	March 29,		March 30,
	2019		2018
Basic weighted average common shares outstanding		29,682,888		29,089,356

Effect of dilutive securities:
Unvested restricted stock units and common stock subject to vesting requirements issued to employees and non-employees		239,047		370,339
Common stock issuable upon the exercise of stock options and SARs		2,372,515		2,355,118
Dilutive weighted average common shares outstanding		32,294,450		31,814,813

Approximately 4 thousand shares and 21 shares of common stock equivalents were excluded from the computations of diluted net income per common share for the quarters ended March 29, 2019 and March 30, 2018, respectively, as their inclusion would have had an anti-dilutive effect on diluted net income per common share.

3. Accounts Receivable and Unbilled Revenue, Net

Accounts receivable and unbilled revenue, net, consisted of the following (in thousands):

	March 29,			December 28,
	2019			2018
Accounts receivable	$	37,140		$	35,794
Unbilled revenue		20,062			20,454
Allowance for doubtful accounts		(1,190	)		(1,441	)
Accounts receivable and unbilled revenue, net	$	56,012		$	54,807

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

4. Accrued Expenses and Other Liabilities

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

	March 29,		December 28,
	2019		2018
Accrued compensation and benefits	$	8,286	$	5,012
Accrued bonuses		389		5,064
Accrued dividend payable		—		5,407
Acquisition earnout accruals		1,359		2,559
Deferred revenue		11,216		8,259
Accrued sales, use, franchise and VAT tax		2,221		3,077
Non-cash stock compensation accrual		525		872
Income tax payable		1,167		1,769
Other accrued expenses		1,776		2,479
Total accrued expenses and other liabilities	$	26,939	$	34,498

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

5. Leases

As described in Note 1 “Recently Issued Accounting Standards”, effective December 29, 2018, the Company adopted the new lease accounting standard. The Company has operating leases for office space and, to a much lesser extent, operating leases for equipment. The Company’s office leases are between terms of 1 and 10 years. Rents usually increase annually in accordance with defined rent steps or are based on current year consumer price index adjustments. Some of the lease agreements contain one or more of the following provisions or clauses: tenant allowances, rent holidays, lease premiums, and rent escalation clauses. There are typically no purchase options, residual value guarantees or restrictive covenants. When renewal options exist, the Company generally does not deem them to be reasonably certain to be exercised, and therefore the amounts are not recognized as part of our lease liability nor our right of use asset.

The components of lease expense were as follows (in thousands):

Operating lease cost	$	690

Total net lease costs	$	690

The weighted average remaining lease term is 5.4 years. Assuming the Company exercises its opt-out option in year 5 for the London office lease, the weighted average remaining lease term would be 3.3 years. The weighted average discount rate utilized is 4%. The discount rates applied to each lease, reflects the Company’s estimated incremental borrowing rate. This includes an assessment of the Company’s credit rating to determine the rate that the Company would have to pay to borrow, on a collateralized basis for a similar term, an amount equal to our lease payments in a similar economic environment. For the three months ended March 29, 2019, the Company paid $0.7 million from operating cash flows for operating leases.

Future minimum lease payments under non-cancellable operating leases as of March 29, 2019, were as follows (in thousands):

2019 (excluding the three months ended March 29, 2019	$	1,978
2020		2,067
2021		1,622
2022		1,380
2023		501
2024 and thereafter		1,726
Total lease payments		9,274
Less imputed interest		(973	)
Total	$	8,301

As of March 29, 2019, the Company does not have any additional operating leases that have not yet commenced.

6. Credit Facility

In February 2012, the Company entered into a credit agreement with Bank of America, N.A. (“Bank of America”), pursuant to which Bank of America agreed to lend the Company up to $20.0 million pursuant to a revolving line of credit (the “Revolver”) and up to $47.0 million pursuant to a term loan (the “Term Loan”, and together with the Revolver, the “Credit Facility”). The Company has fully utilized and repaid its Term Loan.

On May 9, 2016, the Company amended and restated the credit agreement with Bank of America (the “Credit Agreement”) to:

•

Provide for up to an additional $25.0 million of borrowing under the Revolver for a total borrowing capacity of $45.0 million; and

•

Extend the maturity date on the Revolver to May 9, 2021.

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

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

6. Cr edit Facility (continued)

During the quarter ended March 29, 2019, the Company borrowed $1.0 million under the Revolver, and had a balance of $7.5 million outstanding as of March 29, 2019. The interest rates per annum applicable to borrowings under Revolver will be, at the Company’s option, equal to either a base rate or a LIBOR base rate, plus an applicable margin percentage. The applicable margin percentage is based on the consolidated leverage ratio, as defined in the Credit Agreement. As of March 29, 2019, the applicable margin percentage was 1.50% per annum based on the consolidated leverage ratio, in the case of LIBOR rate advances, and 0.75% per annum, in the case of base rate advances. The interest rate as of March 29, 2019, was 4.0%.

The Company is subject to certain covenants, including total consolidated leverage, fixed cost coverage, adjusted fixed cost coverage and liquidity requirements, each as set forth in the Credit Agreement, subject to certain exceptions. As of March 29, 2019, the Company was in compliance with all covenants.

7. Stock Based Compensation

During the three months ended March 29, 2019, the Company issued 407,531 restricted stock units at a weighted average grant-date fair value of $18.57 per share. As of March 29, 2019, the Company had 1,001,781 restricted stock units outstanding at a weighted average grant-date fair value of $17.36 per share. As of March 29, 2019, $14.3 million of total restricted stock unit compensation expense related to unvested awards had not been recognized and is expected to be recognized over a weighted average period of approximately 2.6 years.

As of March 29, 2019, the Company had 174,733 shares of common stock subject to vesting requirements outstanding at a weighted average grant-date fair value of $19.82 per share. As of March 29, 2019, $1.8 million of compensation expense related to common stock subject to vesting requirements had not been recognized and is expected to be recognized over a weighted average period of approximately 2.1 years.

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

8. Shareholders’ Equity

Stock Appreciation Rights (“SARs”)

As of March 29, 2019, the Company had 2.9 million SARs outstanding with an exercise price of $4.00 per share and an expiration date of February 2022.

Treasury Stock

Under the Company’s share repurchase plan, the Company may repurchase shares of its outstanding common stock either on the open market or through privately negotiated transactions subject to market conditions and trading restrictions. During the three months ended March 29, 2019, the Company repurchased 101 thousand shares of its common stock at an average price of $15.99 per share for a total cost of $1.6 million. As of March 29, 2019, the Company had a total authorization remaining of $5.3 million under its repurchase plan with a total authorization of $142.2 million. Subsequent to March 29, 2019, the Company repurchased an additional 82 thousand shares of its common stock at an average price of $15.56 per share for a total cost of $1.3 million.

During the quarter ended March 30, 2018, the Company repurchased 53 thousand shares of its common stock at an average price of $18.33 per share for a total cost of $1.0 million.

The shares repurchased under the share repurchase plan during the quarter ended March 29, 2019, do not include 123 thousand shares which the Company bought back to satisfy employee net vesting obligations for a cost of $2.4 million. During the quarter ended March 30, 2018, the Company bought back 175 thousand shares at a cost of $3.0 million to satisfy employee net vesting obligations.

Dividend Program

In 2018, the Company increased the annual dividend from $0.30 per share to $0.34 per share to be paid on a semi-annual basis. During the first quarter of 2019, the Company paid its second semi-annual dividend payment to shareholders, which was declared in 2018 of $5.4 million. Also during the quarter ended March 29, 2019, the Company increased its annual dividend to $0.36 per share to be paid on a semi-annual basis. Subsequent to March 29, 2019, the Company declared its semi-annual dividend of $0.18 per share for shareholders of record as of June 28, 2019, which is to be paid on July 10, 2019. These dividends were paid from U.S. domestic sources and are accounted for as an increase to accumulated deficit.

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

9. Transactions with Related Parties

During the three months ended March 29, 2019, the Company bought back 28 thousand shares of its common stock from members of its Board of Directors for $0.5 million, or $16.25 per share.

10. Litigation

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

11. Geographic and Group Information

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

	Quarter Ended
	March 29,		March 30,
	2019		2018
Revenue before reimbursements:
North America	$	52,537	$	53,525
International (primarily European countries)		9,833		12,514
Revenue before reimbursements	$	62,370	$	66,039

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

	March 29,		December 28,
	2019		2018
Long-lived assets:
North America	$	89,404	$	88,317
International (primarily European countries)		19,283		19,344
Total long-lived assets	$	108,687	$	107,661

As of March 29, 2019 and December 28, 2018, foreign assets included $14.6 million and $14.5 million, respectively, of goodwill related to acquisitions.

In the following table, Strategy and Business Transformation Group (S&BT) includes the results of our Executive Advisory Programs, Benchmarking Services, and Business Transformation Practices. ERP, EPM and Analytics Solutions (EEA) includes the results of our Oracle EEA and SAP Solutions Practices (in thousands):

	Quarter Ended
	March 29,		March 30,
	2019		2018
S&BT	$	33,270	$	35,139
EEA		29,100		30,900
Revenue before reimbursements	$	62,370	$	66,039

The Hackett Group, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1 2 . Acquisitions

Jibe Consulting, Inc.

Effective May 1, 2017, the Company acquired certain assets and liabilities of Jibe Consulting, Inc. (“Jibe”), a U.S.-based Oracle E-Business Suite (“EBS”) and Oracle Cloud Business Application implementation firm. The acquisition of Jibe enhances the Company’s Cloud Application capabilities and strongly complements its market leading EPM transformation and technology implementation group.

The sellers’ purchase consideration was $5.4 million in cash, not subject to vesting, and $3.6 million in shares of the Company’s common stock, subject to vesting. The initial cash consideration was funded from borrowings under the Revolver. The equity that was issued has a four-year vesting term and will be recorded as compensation expense over the respective vesting period. In addition, the sellers had the opportunity to earn an additional $6.6 million in cash and $4.4 million in Company common stock based on the achievement of the performance targets over the 18 month period following closing for a total of $11.0 million in contingent consideration, a portion of which will be allocated to key employees in both cash and Company stock.

The cash related to the contingent consideration, which is to be paid to the sellers, is not subject to service vesting and has been accounted for as part of the purchase consideration. The cash related to the contingent consideration, which is to be paid to the key employees, is subject to service vesting and is being accounted for as compensation expense. Due to the projected earnout results, during the first quarter of 2019, the acquisition-related purchase consideration and compensation expense allocated to both the selling shareholders and key employees resulted in a benefit. During the quarter ended March 29, 2019, the Company recorded a benefit of $1.1 million in earnings from operations on the consolidated statement of operations related to the contingent earnout liability for the Jibe acquisition. During the quarter ended March 29, 2019, the Company recorded, in personnel costs before reimbursements on the consolidated statement of operations, a benefit of $0.1 million, respectively, related to the key employees’ portion of the cash related contingent consideration. Management utilizes the most recent financial results from which to base these estimates. These contingent liabilities have been recorded in the consolidated balance sheet as current accrued expenses and other liabilities.

The equity related to the contingent consideration will be subject to service vesting and will be recorded as compensation expense over the respective vesting period. As mentioned above, due to the projected results, the Company recorded a $0.3 million benefit during the quarter ended March 29, 2019, of acquisition-related non-cash stock compensation in cost of sales on the consolidated statement of operations.

Aecus Limited

Effective April 6, 2017, the Company acquired 100% of the equity of the U.K.-based operations of Aecus Limited (“Aecus”), a European Outsourcing Advisory and RPA consulting firm. This acquisition complements the global strategy and business transformation offerings of the Hackett Group.

The sellers’ purchase consideration was £3.2 million in cash. The closing purchase consideration was funded with the Company’s available funds. In addition, the sellers had the opportunity to earn an additional £2.4 million in contingent consideration in cash based on the achievement of performance targets achieved over the next 12 months, and key personnel had the opportunity to earn £0.3 million in cash and £0.3 million in the Company’s common stock. The contingent consideration for the selling shareholders and key personnel is subject to performance and service periods and will be accounted for as compensation expense and in non-current accrued expenses and other liabilities. During the first quarter of 2018, the acquisition related compensation expense for Aecus resulted in a benefit due to the estimated results of the contingent earnout calculation.

During the first quarter of 2018, the Company recorded a £0.5 million compensation benefit from acquisition-related cash and non-cash compensation for the cash portion of the contingent consideration. As of fiscal year end 2018, the cash portion of the contingent earnout had been fully accounted for.

Chartered Institute of Management Accountants

Effective October 2017, Hackett-REL, Ltd., a subsidiary of the Company located in the United Kingdom, acquired The Chartered Institute of Management Accountants' share of the Certified GBS Professionals program. This acquisition allows those studying under the program and their employers to benefit further from the Company’s sector specific expertise and focus on the growing global business services market. Purchase consideration was $2.0 million in cash and was funded with the Company’s available funds. Also in connection with this transaction, the Alliance and Program Development Agreement between the Company, Hackett-REL, Ltd. and The Chartered Institute of Management Accountants was terminated.

ITEM 2.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements. All statements regarding our expected financial position and operating results, our business strategy, our financing plans and forecasted demographic and economic trends relating to our industry are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” or “intend” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. We cannot promise you that our expectations reflected in such forward-looking statements will turn out to be correct. Factors that impact such forward-looking statements include, among others, our ability to effectively integrate acquisitions into our operations, our ability to retain existing business, our ability to attract additional business, our ability to effectively market and sell our product offerings and other services, the timing of projects and the potential for contract cancellation by our customers, changes in expectations regarding the business consulting and information technology industries, our ability to attract and retain skilled employees, possible changes in collections of accounts receivable due to the bankruptcy or financial difficulties of our customers, risks of competition, price and margin trends, foreign currency fluctuations and changes in general economic conditions, interest rates and our ability to obtain additional debt financing if needed. An additional description of our risk factors is set forth in our Annual Report on Form 10-K for the year ended December 28, 2018. 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.

OVERVIEW

The Hackett Group, Inc. (“Hackett” or the “Company”) is a leading IP-based strategic advisory and technology consulting firm that enables companies to achieve world-class business performance. By leveraging the comprehensive Hackett database, the world’s leading repository of enterprise business process performance metrics and best practice intellectual capital, our business and technology solutions help clients improve performance and maximize returns on technology investments. Only Hackett empirically defines world-class performance in sales, general and administrative and certain supply chain activities with analysis gained through more than 16,500 benchmark and performance studies over 25 years at over 5,900 of the world’s leading companies.

In the following discussion, Strategy and Business Transformation Group (S&BT) includes the results of our Executive Advisory Programs, Benchmarking Services, Business Transformation Practices and IP as a Service. ERP, EPM and Analytics Solutions (EEA) includes the results of our Oracle EEA and SAP Solutions Practices.

RESULTS OF OPERATIONS

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

	Quarter Ended
	March 29,					March 30,
	2019					2018
Revenue:
Revenue before reimbursements	$	62,370		100.0	%	$	66,039		100.0	%
Reimbursements		4,785					5,068
Total revenue		67,155					71,107
Costs and expenses:
Cost of service:
Personnel costs before reimbursable expenses		38,934		62.4	%		40,604		61.5	%
Stock compensation expense		920					1,023
Acquisition-related compensation benefit		(129	)				(585	)
Acquisition-related non-cash stock compensation expense		79					800
Reimbursable expenses		4,785					5,068
Total cost of service		44,589					46,910
Selling, general and administrative costs		14,042		22.5	%		14,463		21.9	%
Non-cash stock compensation expense		705					841
Amortization of intangible assets		299					613
Acquisition-related contingent consideration liability		(1,070	)				—
Total selling, general, and administrative expenses		13,976					15,917
Total costs and operating expenses		58,565					62,827
Income from operations		8,590		13.8	%		8,280		12.5	%
Other expense:
Interest expense		(101	)				(179	)
Income from continuing operations before income taxes		8,489		13.6	%		8,101		12.3	%
Income tax expense		1,440		2.3	%		800		1.2	%
Income from continuing operations (net of taxes)		7,049					7,301
Gain from discontinued operations		45					66
Net income	$	7,094		11.4	%	$	7,367		11.2	%
Diluted net income per common share	$	0.22				$	0.23

Revenue . We are a global company with operations located in North and South America, Western Europe, Australia and India. Our revenue is denominated in multiple currencies, primarily the U.S. Dollar, British Pound, Euro and Australian Dollar and as a result is affected by currency exchange rate fluctuations. The impact of currency fluctuations did not have a significant impact on comparisons between the first quarter of 2019 and the comparable period of 2018. Revenue is analyzed based on geographical location of engagement team personnel.

Our total Company net revenue from continuing operations, or revenue before reimbursements, decreased by 5.6%, to $62.4 million in the first quarter of 2019, as compared to $66.0 million in the same period of 2018. In the first quarter of 2019 and 2018, no customer accounted for more than 5% of our total revenue.

S&BT net revenue decreased 5.3%, to $33.3 million during the first quarter of 2019, as compared to $35.1 million in the same period of 2018. S&BT U.S. revenue was down 1.8% during the first quarter of 2019 to $24.3 million, as compared to $24.8 million in the same period of 2018. This decrease is primarily due to lower international revenue, the timing of year-end holidays and the delayed start of several consulting projects scheduled to begin in January that impacted the first quarter.

EEA net revenue decreased 5.8%, to $29.1 million during the first quarter of 2019, as compared to $30.9 million in the same period of 2018, primarily due to the decline of on-premise implementation revenue as well as our slow start in the year in January.

Total Company international net revenue accounted for 17% of total Company net revenue during both the first quarter of 2019 and 2018.

Reimbursements as a percentage of total net revenue were 8% during both the first quarter of 2019 and 2018. Reimbursements are project travel-related expenses passed through to a client with no associated margin.

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

Personnel costs decreased 4%, to $38.9 million, for the first quarter of 2019 from $40.6 million in the same period of 2018. The decrease was primarily a result of lower utilization of subcontractors during the quarter. Personnel costs before reimbursable expenses, as a percentage of revenue before reimbursements, were 62% for the first quarter of 2019 and 61% for the first quarter of 2018.

Non-cash stock compensation expense was $0.9 million for the first quarter of 2019, as compared to $1.0 million for the same period of 2018.

The acquisition-related compensation benefit in all periods relates to the accrual for the cash portion of the Aecus contingent consideration to be paid to the selling shareholders and key personnel, and the cash portion of the Jibe contingent consideration that is to be paid to key employees, all of which is subject to service vesting and as a result has been recorded as compensation expense. During the first quarter of 2019, the acquisition-related compensation expense for Jibe resulted in a benefit. In the first quarter of 2018, the acquisition-related compensation expense for Aecus resulted in a benefit. Both benefits were a result of the decrease in the amount of estimated earnout achieved. See Note 12, “Acquisitions” to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

Acquisition related non-cash stock compensation expense in 2019 and 2018 primarily related to our EPM AMS acquisition of Technolab in fiscal 2014 and the Jibe and Aecus acquisitions in 2017. See Note 12, “Acquisitions” to our consolidated financial statements included in this Quarterly Report on Form 10-Q for further information on the Jibe and Aecus acquisitions.

Selling, General and Administrative Costs (“SG&A”) . SG&A primarily consists of salaries, benefits and incentive compensation for the selling, marketing, administrative and executive employees; non-cash compensation expense, amortization of intangible assets, acquisition related costs and various other overhead expenses.

SG&A costs were $14.0 million for the first quarter of 2019, as compared to $14.5 million for the same period in 2018. These SG&A costs as a percentage of revenue before reimbursements were 23% and 22% during the first quarter of 2019 and 2018, respectively.

Amortization expense was $0.3 million in the first quarter of 2019, as compared to $0.6 million in the same period in 2018. The amortization expense in 2019 relates to the amortization of the intangible assets acquired in our acquisitions of Jibe and Aecus in the second quarter of 2017, and the buyout of our partner’s joint venture interest in the CGBS Training and Certification Programs in the fourth quarter of 2017. The 2018 amortization expense also includes the amortization of the intangible assets acquired in our 2014 EPM AMS acquisition of Technolab. The intangible assets relate to customer relationships, customer backlog and non-compete agreements. The Jibe and Aecus intangible assets will continue to amortize until 2022, and CGBS Training and Certification Program intangible assets will continue to amortize until 2021.

Acquisition-related Contingent Consideration Liability. During the first quarter of 2019, the liability related to the cash portion of the Jibe acquisition contingent consideration due to the selling shareholders, which was not subject to vesting, resulted in a benefit due to the reduction of the contingent earnout liability.

Income Taxes. During the first quarter of 2019, we recorded $1.4 million of income tax expense related to certain federal, foreign and state taxes which reflected an effective tax rate of 17%. In the first quarter of 2018, we recorded $0.8 million of income tax expense related to certain federal, foreign and state taxes which reflected an effective tax rate of 10%. All periods were impacted as a result of the adoption of a new pronouncement relating to the accounting on the vesting of share-based awards.

Liquidity and Capital Resources

As of March 29, 2019, and December 28, 2018, we had $10.7 million and $13.8 million, respectively, classified in cash on the consolidated balance sheets. We currently believe that available funds (including the cash on hand and funds available for borrowing capacity under our revolving line of credit (the “Revolver”)) and cash flows generated by operations will be sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months. We may decide to raise additional funds in order to fund expansion, to develop new or further enhance products and services, to respond to competitive pressures, or to acquire complementary businesses or technologies. There is no assurance that additional financing would be available when needed or desired.

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

	Quarter Ended
	March 29,			March 30,
	2019			2018
Cash flows provided by operating activities	$	6,759		$	17,203
Cash flows used in investing activities	$	(1,505	)	$	(2,363	)
Cash flows used in financing activities	$	(8,397	)	$	(8,623	)

Cash Flows from Operating Activities

Net cash provided by operating activities was $6.8 million during the first three months of 2019, as compared to $17.2 million during the same period in 2018. In 2019, the net cash provided by operating activities was primarily due to net income adjusted for non-cash items, partially offset by an increase in accounts receivable and unbilled revenue and a decrease in accounts payable and accrued expenses and liabilities. In 2018, the net cash provided by operating activities was primarily due to net income adjusted for non-cash items, increases in accrued expenses, and a decrease in accounts receivable and unbilled revenue.

Cash Flows from Investing Activities

Net cash used in investing activities was $1.5 million and $2.4 million during the first three months of 2019 and 2018, respectively. During 2019 and 2018, cash flows used in investing activities included investments relating to investments in internal corporate systems, the global rollout of new laptops which occurs every three to four years, and our investments relating to the development of our Quantum Leap benchmark technology.

Cash Flows from Financing Activities

Net cash used in financing activities was $8.4 million and $8.6 million during 2019 and 2018, respectively. The usage of cash in 2019 primarily related to the dividend payment of $5.4 million and the repurchase of $4.0 million of the Company’s common stock, partially offset by borrowing under the Revolver of $1.0 million. The usage of cash in 2018 was primarily related to the dividend payment of $4.7 million and the repurchase of $4.0 million of the Company’s common stock.

As of March 29, 2019, we had $7.5 million outstanding under the Revolver, with a remaining capacity of $37.5 million. See Note 6, “Credit Facility,” to our consolidated financial statements included in this Quarterly Report on Form 10-Q for more information.

Recently Issued Accounting Standards

For a discussion of recently issued accounting standards, see Note 1, “Basis of Presentation and General Information,” to our consolidated financial statements included in this Quarterly Report on Form 10-Q and Note 1, “Basis of Presentation and General Information,” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 28, 2018.

Item 3.

Quantitative and Qualitati ve Disclosures About Market Risk.

As of March 29, 2019, our exposure to market risk related primarily to changes in interest rates and foreign currency exchange rate risks.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to the Revolver, which is subject to variable interest rates. The interest rates per annum applicable to loans under the Revolver will be, at our option, equal to either a base rate or a LIBOR rate for one-, two-, three- or nine-month interest periods chosen by us in each case, plus an applicable margin percentage. A 100-basis point increase in our interest rate under our Revolver did not have had a material impact on our results of operations for the quarter ended March 29, 2019.

Exchange Rate Sensitivity

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

Item 4.

Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control Over Financial Controls

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

PART II — OTHER INFORMATION

Item 1.

Legal Proceedings.

Item 1A.

Risk Factors.

There have been no material changes to any of the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 28, 2018.

It em 2.

Unregistered Sales of Equit y Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

During the quarter ended March 29, 2019, the Company repurchased 101 thousand shares of its common stock under the repurchase plan approved by the Company's Board of Directors. As of March 29, 2019, the Company had $5.3 million of authorization remaining under the repurchase plan.

					Total Number		Maximum Dollar
					of Shares as Part		Value That May
					of Publicly		Yet be Purchased
	Total Number		Average Price		Announced		Under the
Period	of Shares		Paid per Share		Program		Program
Balance as of December 28, 2018		—	$	—		—	$	6,933,691
December 29, 2018 to January 25, 2019		9,927	$	15.86		9,927	$	6,776,289
January 26, 2019 to February 22, 2019		27,745	$	16.25		27,745	$	6,235,432
February 23, 2019 to March 29, 2019		63,392	$	15.89		63,392	$	5,317,933
		101,064	$	15.99		101,064

Shares repurchased during the quarter ended March 29, 2019 under the repurchase plan approved by the Company's Board of Directors do not include 123 thousand shares for a cost of $2.4 million that the Company bought back to satisfy employee net vesting obligations.

Item 6.

E xhibits

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

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

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

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

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

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

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

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

101.INS		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

*	Filed herewith

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

SIGNAT URES

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