UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 3, 2014
The Hackett Group, Inc.
(Exact name of registrant as specified in its charter)
FLORIDA |
0-24343 |
65-0750100 |
||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1001 Brickell Bay Drive, Suite 3000 Miami, Florida |
33131 |
|
(Address of principal executive offices) |
(Zip Code) |
(305) 375-8005
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 |
Results of Operations and Financial Condition. |
On May 6, 2014, The Hackett Group, Inc. (the “Company”) issued a press release setting forth its consolidated financial results for the first fiscal quarter of 2014. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information contained in Item 2.02 of this current report on Form 8-K, as well as Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2014 Annual Meeting of Shareholders of the Company was held on May 3, 2014. Matters submitted to shareholders at the meeting and the voting results thereof were as follows:
Proposal 1 – Election of Directors. The shareholders of the Company elected each of the director nominees named below to serve until the 2017 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The following is a breakdown of the voting results:
BROKER |
||||||
DIRECTOR |
FOR |
WITHHOLD |
NON-VOTES |
|||
John R. Harris |
19,647,629 | 4,484,176 | 3,683,593 | |||
Edwin A. Huston |
21,487,806 | 2,643,999 | 3,683,593 |
Proposal 2 – Withdrawn. As previously disclosed, the proposal to amend the Company's 1998 Stock Option Plan was withdrawn prior to the Annual Meeting and therefore was not submitted to a vote of shareholders.
Proposal 3 – Advisory Vote on Executive Compensation. The shareholders of the Company approved an advisory vote on executive compensation. The following is a breakdown of the voting results:
BROKER |
||||||
FOR |
AGAINST |
ABSTAIN |
NON-VOTES |
|||
17,470,228 |
4,996,121 | 1,665,456 | 2,683,593 |
Proposal 4 – Appointment of BDO USA, LLP as Independent Auditor. The shareholders of the Company ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the 2014 fiscal year. The following is a breakdown of the voting results:
BROKER |
||||||
FOR |
AGAINST |
ABSTAIN |
NON-VOTES |
|||
27,595,488 |
186,342 | 33,568 |
- |
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits |
See Exhibit Index attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE HACKETT GROUP, INC. |
||||||
Date: May 6, 2014 |
By: |
/s/ Robert A. Ramirez |
||||
Robert A. Ramirez |
||||||
Executive Vice President, Finance and Chief Financial Officer |
Exhibit Index
Exhibit No. |
Description |
|
99.1 |
Press Release of The Hackett Group, Inc., dated May 6, 2014. |
Contact:
Robert A. Ramirez, CFO, 305-375-8005 or rramirez@thehackettgroup.com
The Hackett Group Announces First Quarter 2014 Results
· |
Q1 2014 revenue of $54.9 million and pro forma EPS of $0.08 cents at high-end of revised guidance |
MIAMI, FL – May 6, 2014 - The Hackett Group, Inc. (NASDAQ: HCKT), a global strategic advisory and business transformation and technology consulting firm, today announced its financial results for the first quarter, which ended March 28, 2014.
First quarter 2014 revenue was $54.9 million. Pro forma diluted earnings per share were $0.08 for the first quarter of 2014, as compared to $0.10 for the same period in 2013. Pro forma information is provided to enhance the understanding of the Company’s financial performance and is reconciled to the Company’s GAAP information in the accompanying tables.
GAAP diluted loss per share was $0.07 for the first quarter of 2014, as compared to diluted earnings per share $0.06 in the first quarter of 2013. GAAP loss per share for the first quarter of 2014 included a $3.6 million restructuring charge primarily related to organizational actions taken in Europe.
During the first quarter the Company utilized cash to repurchase approximately 716 thousand shares of the Company's common stock at an average price of $6.06 per share, for a total cost of $4.3 million. As of the end of the first quarter of 2014, the Company's remaining stock repurchase program authorization was $5.3 million.
"As a result of our actions taken in Europe, the strong Hackett North America momentum and the acquisition of Technolab, we now have the opportunity to meet or exceed last year's second quarter results. This is in spite of having only neutralized the European contribution impact at this point," stated Ted A. Fernandez, Chairman & CEO of The Hackett Group, Inc.
Based on the current economic outlook, the Company estimates total revenue for the second quarter of 2014 to be in the range of $56.0 million to $58.0 million, and estimates pro forma diluted earnings per share to be in the range of $0.12 to $0.14.
Other Highlights
Technolab Acquisition - The Hackett Group announced the acquisition of Technolab International Corporation's U.S., Canada and Uruguay operations. The acquisition brings many strategic synergies. The Hackett Group’s EPM practice represents the company’s single largest practice area, and Technolab adds a group of highly skilled associates based primarily out of its Montevideo, Uruguay, Global Application Management Services Center. The acquisition provides The Hackett Group with new application management services and offshore development support capabilities which will strongly complement existing EPM and BI offerings.
Finance Key Issues Research - New Finance Key Issues research from The Hackett Group found that corporate finance leaders are expecting budgets to be slightly up while staffing will continue to be reduced in 2014. In the face of a significant drive toward revenue growth, this will translate into another year of pressure on finance organization to deliver productivity improvements. As business strategies are focusing on innovation to realize much of this growth, finance also needs to make significant shifts in staff and services to support this enterprise agenda.
Procurement Key Issues Research - New Procurement Key Issues research from The Hackett Group found that procurement leaders are expanding their priorities for 2014, moving beyond a historic emphasis on reducing purchase costs and adding focus on expanding and deepening the scope of spend influence as well as supporting supplier-led product innovation.
On Tuesday, May 6, 2014, senior management will discuss first quarter results in a conference call at 5:00 P.M. ET.
The number for the conference call is (800) 779-3138, [Passcode: First Quarter, Leader: Ted A. Fernandez]. For International callers, please dial (517) 308-9381.
Please dial in at least 5-10 minutes prior to start time. If you are unable to participate on the conference call, a rebroadcast will be available beginning at 8:00 P.M. ET on Tuesday, May 6, 2014 and will run through 5:00 P.M. ET on Tuesday, May 20, 2014. To access the rebroadcast, please dial (800) 216-6081. For International callers, please dial (402) 220-3895.
In addition, The Hackett Group will also be webcasting this conference call live through the StreetEvents.com service. To participate, simply visit http://www.thehackettgroup.com approximately 10 minutes prior to the start of the call and click on the conference call link provided. An online replay of the call will be available after 8:00 P.M. ET on Tuesday, May 6, 2014 and will run through 5:00 P.M. ET on Tuesday, May 20, 2014. To access the replay, visit http://www.thehackettgroup.com or http://www.streetevents.com.
About The Hackett Group
The Hackett Group, Inc. (NASDAQ: HCKT), a global strategic business advisory and business transformation and technology consulting firm, is a leader in best practice advisory, benchmarking, and transformation consulting services including enterprise performance management and business intelligence, strategy and operations, working capital management, shared services and globalization advice. Utilizing best practices and implementation insights from more than 10,000 benchmarking engagements, executives use The Hackett Group's empirically-based approach to quickly define and implement initiatives to enable world-class performance. Through its REL group, The Hackett Group offers working capital solutions focused on delivering significant cash flow improvements. Through its Archstone Consulting group, The Hackett Group offers Strategy & Operations consulting services in the Consumer and Industrial Products, Pharmaceutical, Manufacturing and Financial Services industry sectors. Through its Hackett ERP Solutions group, The Hackett Group offers business application consulting and application management services that help maximize returns on IT investments. The Hackett Group has completed benchmark studies with over 3,500 major corporations and government agencies, including 97% of the Dow Jones Industrials, 83% of the Fortune 100, 87% of the DAX 30 and 48% of the FTSE 100.
More information on The Hackett Group is available: by phone at (770) 225-7300; by e-mail at info@thehackettgroup.com.
# # #
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors that may cause The Hackett Group's actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. Factors that impact such forward-looking statements include, among others, the ability of our products, services, or offerings mentioned in this release to deliver the desired effect, 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 cancellations 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, changes in general economic conditions and interest rates, our ability to obtain debt financing through additional borrowings under an amendment to our existing credit facility as well as other risks detailed in our Company's Annual Report on Form 10-K for the most recent fiscal year filed with the Securities and Exchange Commission. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Page 4 of 6 - The Hackett Group, Inc. Announces First Quarter Results
The Hackett Group, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Quarter Ended |
||||
March 28, |
March 29, |
|||
2014 |
2013 |
|||
Revenue: |
||||
Revenue before reimbursements |
$ |
49,418 |
$ |
48,871 |
Reimbursements |
5,487 | 5,478 | ||
Total revenue |
54,905 | 54,349 | ||
Costs and expenses: |
||||
Cost of service: |
||||
Personnel costs before reimbursable expenses |
||||
(includes $615 and $823 of stock compensation expense in the quarters |
||||
ended March 28, 2014 and March 29, 2013, respectively) |
33,253 | 32,042 | ||
Reimbursable expenses |
5,487 | 5,478 | ||
Total cost of service |
38,740 | 37,520 | ||
Selling, general and administrative costs |
||||
(includes $653 and $699 of stock compensation expense in the quarters |
||||
ended March 28, 2014 and March 29, 2013, respectively) |
14,241 | 13,300 | ||
Restructuring costs |
3,604 |
- |
||
Total costs and operating expenses |
56,585 | 50,820 | ||
(Loss) income from operations |
(1,680) | 3,529 | ||
Other income (expense): |
||||
Interest income |
1 | 1 | ||
Interest expense |
(124) | (142) | ||
(Loss) income from continuing operations before income taxes |
(1,803) | 3,388 | ||
Income tax expense |
243 | 1,359 | ||
(Loss) income from continuing operations |
(2,046) | 2,029 | ||
Loss from discontinued operations |
- |
(71) | ||
Net (loss) income |
$ |
(2,046) |
$ |
1,958 |
Basic net (loss) income per common share: |
||||
(Loss) income per common share from continuing operations |
$ |
(0.07) |
$ |
0.07 |
Loss per common share from discontinued operations |
- |
(0.01) | ||
Net (loss) income per common share |
$ |
(0.07) |
$ |
0.06 |
Diluted net (loss) income per common share: |
||||
(Loss) income per common share from continuing operations |
$ |
(0.07) |
$ |
0.06 |
Loss per common share from discontinued operations |
- |
- |
||
Net (loss) income per common share |
$ |
(0.07) |
$ |
0.06 |
Weighted average common shares outstanding: |
||||
Basic |
29,120 | 30,292 | ||
Diluted |
29,120 | 31,473 | ||
Pro forma data (1): |
||||
(Loss) income from continuing operations before income taxes |
$ |
(1,803) |
$ |
3,388 |
Stock compensation expense |
1,268 | 1,522 | ||
Acquisition-related costs |
120 |
- |
||
Restructuring costs |
3,604 |
- |
||
Amortization of intangible assets |
557 | 150 | ||
Pro forma income before income taxes |
3,746 | 5,060 | ||
Pro forma income tax expense |
1,423 | 2,024 | ||
Pro forma net income |
$ |
2,323 |
$ |
3,036 |
Pro forma basic net income per common share |
$ |
0.08 |
$ |
0.10 |
Weighted average common shares outstanding |
29,120 | 30,292 | ||
Pro forma diluted net income per common share |
$ |
0.08 |
$ |
0.10 |
Weighted average common and common equivalent shares outstanding |
29,869 | 31,473 |
(1) |
The Company provides pro forma earnings results (which exclude the amortization of intangible assets, stock compensation expense and results from discontinued operations and include a normalized tax rate) as a complement to results provided in accordance with Generally Accepted Accounting Principles (GAAP). These non-GAAP results are provided to enhance the overall users' understanding of the Company's current financial performance and its prospects for the future. The Company believes the non-GAAP results provide useful information to both management and investors by excluding certain expenses that it believes are not indicative of its core operating results. The non-GAAP measures are included to provide investors and management with an alternative method for assessing operating results in a manner that is focused on the performance of ongoing operations and to provide a more consistent basis for comparison between quarters. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting in future periods. In addition, since the Company has historically reported non-GAAP results to the investment community, it believes the continued inclusion of non-GAAP results provides consistency in its financial reporting. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with GAAP. |
Page 5 of 6 - The Hackett Group, Inc. Announces First Quarter Results
The Hackett Group, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
March 28, |
December 27, |
||||
2014 |
2013 |
||||
ASSETS |
|||||
Current assets: |
|||||
Cash and cash equivalents |
$ |
12,694 |
$ |
18,199 | |
Accounts receivable and unbilled revenue, net |
36,911 | 34,011 | |||
Deferred tax asset, net |
3,610 | 5,130 | |||
Prepaid expenses and other current assets |
2,638 | 2,283 | |||
Total current assets |
55,853 | 59,623 | |||
Restricted cash |
654 | 354 | |||
Property and equipment, net |
12,814 | 13,019 | |||
Other assets |
4,704 | 1,039 | |||
Goodwill, net |
83,576 | 76,283 | |||
Total assets |
$ |
157,601 |
$ |
150,318 | |
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||||
Current liabilities: |
|||||
Accounts payable |
$ |
5,043 |
$ |
8,080 | |
Accrued expenses and other liabilities |
33,994 | 25,646 | |||
Current portion of long-term debt |
2,400 |
- |
|||
Total current liabilities |
41,437 | 33,726 | |||
Long-term deferred tax liability, net |
2,919 | 4,387 | |||
Long-term debt |
26,325 | 19,029 | |||
Total liabilities |
70,681 | 57,142 | |||
Shareholders' equity |
86,920 | 93,176 | |||
Total liabilities and shareholders' equity |
$ |
157,601 |
$ |
150,318 | |
Page 6 of 6 - The Hackett Group, Inc. Announces First Quarter Results
The Hackett Group, Inc.
SUPPLEMENTAL FINANCIAL DATA
(unaudited)
Quarter Ended |
|||||||
March 28, |
March 29, |
December 27, |
|||||
2014 |
2013 |
2013 |
|||||
Revenue Breakdown by Group: |
|||||||
(in thousands) |
|||||||
The Hackett Group (2) |
$ |
46,133 |
$ |
43,612 |
$ |
44,152 | |
ERP Solutions (3) |
8,772 | 10,737 | 8,452 | ||||
Total revenue |
$ |
54,905 |
$ |
54,349 |
$ |
52,604 | |
Revenue Concentration: |
|||||||
(% of total revenue) |
|||||||
Top customer |
4% | 4% | 3% | ||||
Top 5 customers |
13% | 14% | 11% | ||||
Top 10 customers |
22% | 23% | 19% | ||||
Key Metrics and Other Financial Data: |
|||||||
Total Company: |
|||||||
Consultant headcount |
770 | 719 | 702 | ||||
Total headcount |
971 | 906 | 891 | ||||
Days sales outstanding (DSO) |
61 | 56 | 59 | ||||
Cash (used in) provided by operating activities (in thousands) |
$ |
(7,987) |
$ |
(547) |
$ |
15,224 | |
Depreciation (in thousands) |
$ |
653 |
$ |
499 |
$ |
466 | |
Amortization (in thousands) |
$ |
557 |
$ |
150 |
$ |
151 | |
The Hackett Group (in thousands): |
|||||||
The Hackett Group annualized revenue per professional (2) |
$ |
336 |
$ |
329 |
$ |
332 | |
ERP Solutions: |
|||||||
ERP Solutions consultant utilization rate (3) |
76% | 75% | 71% | ||||
ERP Solutions gross billing rate per hour (3) |
$ |
127 |
$ |
137 |
$ |
127 | |
Share Repurchase Plan (4): |
|||||||
Shares purchased in the quarter (in thousands) |
716 |
- |
894 | ||||
Cost of shares repurchased in the quarter (in thousands) |
$ |
4,337 |
$ |
- |
$ |
5,368 | |
Average price per share of shares purchased in the quarter |
$ |
6.06 |
$ |
- |
$ |
6.00 | |
Remaining authorization (in thousands) |
$ |
5,257 |
$ |
556 |
$ |
4,594 | |
(2) The Hackett Group encompasses the Benchmarking, Business Transformation and Executive Advisory groups, and EPM Technologies. |
|||||||
(3) ERP Solutions encompasses Best Practice Implementation of ERP Software, the SAP group, approximately 45% of which are offshore resources. |
|||||||
(4) The Share Repurchase Plan information does not include approximately 1.0 million shares purchased pursuant to the Dutch Tender Offer at $7.00 per share |
|||||||
for a total of $6.9 million, excluding fees, during Q4 2013. |
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