United States securities and exchange commission logo
April 22, 2022
Ted Fernandez
Chief Executive Officer and Chairman of the Board
The Hackett Group, Inc.
1001 Brickell Bay Drive, Suite 3000
Miami, Florida 33131
Re: The Hackett Group,
Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed March 4, 2022
Item 2.02 Form 8-K
filed February 22, 2022
File No. 333-48123
Dear Mr. Fernandez:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Item 2.02 Form 8-K filed February 22, 2022
Exhibit 99.1, page 1
1. You present and discuss
numerous "pro forma" measures in your Item 2.02 Forms 8-K
and earnings calls.
These measures do not appear to be pro forma measures, as
contemplated in Article
11 of Regulation S-X. Please retitle these measures to better
reflect what they
actually represent and do not refer to them as being "pro forma"
measures. Also,
reconcile the retitled pro forma net income to GAAP net income, rather
than GAAP income before
taxes. Present the non-GAAP adjustment for the income tax
impact directly
attributable to your other non-GAAP adjustments as a separate adjustment
from any other non-GAAP
tax adjustments. Clearly disclose in greater detail how each
income tax adjustment
was computed. In addition, tell us why you believe it is
appropriate to use a
normalized long-term projected cash tax rate for purposes of
computing your non-GAAP
income tax expense, rather than using your actual GAAP
Ted Fernandez
FirstName
The HackettLastNameTed
Group, Inc. Fernandez
Comapany
April NameThe Hackett Group, Inc.
22, 2022
April 222, 2022 Page 2
Page
FirstName LastName
income tax expense with only an adjustment for the income tax impact
directly
attributable to your other non-GAAP adjustments. Refer to Item
10(e)(1)(i)(B) of
Regulation S-K and Questions 100.04 and 102.11 of the Non-GAAP
Financial Measures
Compliance and Disclosure Interpretations.
2. Please include quantitative reconciliations of the differences between
your forward-
looking non-GAAP measures, such as pro forma diluted earnings per
share, and the
comparable GAAP measures. If the GAAP measure is not accessible on a
forward-
looking basis, disclose that fact and provide reconciling information
that is available
without an unreasonable effort. Furthermore, identify the specific
information that is
unavailable and disclose its probable significance. Refer to Item
10(e)(1)(i)(B) of
Regulation S-K and Section II.B.2 of SEC Release No. 33-8176.
Form 10-K for Fiscal Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 23
3. Please remove all presentations and discussions of statement of
operations line items as
a percentage of revenue before reimbursements or use total revenues in
the denominator
instead. Also, revenue before reimbursements should not be discussed
in isolation, like
you did here in the Overview section, in the headline results of your
Item 2.02 Form 8-K
filed February 22, 2022 and throughout your filings and earnings
calls. Total revenues
and reimbursement revenues should be presented or discussed, whenever
revenue before
reimbursements is presented or discussed. In addition, revenue before
reimbursements
should not be referred to as net revenue. Furthermore, all breakouts
of revenue
throughout your filings, such as, but not limited to, on page 24 and
in Notes 1, 15 and 16
of your financial statements, should be done using total revenue and
not revenue before
reimbursements. Please make the appropriate revisions.
4. The various compensation line items below the personnel costs line
item appear to be
personnel costs too. The line items between selling, general and
administrative costs and
total selling, general and administrative expenses appear to be
selling, general and
administrative costs too. Please retitle the personnel costs and
selling, general and
administrative costs line items to better reflect what they actually
represent and explain
why the amounts here differ from the similarly-titled line items in
your statements of
operations. Also, tell us why these amounts are not non-GAAP measures
or move your
presentation of these measures to a non-GAAP section and provide the
disclosures
required by Item 10(e) of Regulation S-K, when these amounts are
presented in your
filings, including your Item 2.02 Forms 8-K.
Ted Fernandez
The Hackett Group, Inc.
April 22, 2022
Page 3
Financial Statements
Note 1. Basis of Presentation and General Information
Segment Reporting, page 42
5. Please tell us and disclose the factors used in determining you have
one reportable
segment, including whether operating segments have been aggregated.
Refer to ASC 280-
10-50-21. If you are aggregating operating segments to arrive at your
reportable segment,
please also tell us in detail the analysis you performed in
determining the criteria in ASC
280-10-50-11 were met. If you are not aggregating operating segments,
please explain in
detail how the lower-level operating results (e.g., net revenues and
gross margins)
discussed on your earnings calls for the S&BT, EEA and International
groups are not
indicative of your operating segments being at a lower level than your
reportable segment.
15. Geographic and Service Group Information, page 52
6. Please disclose the amounts of your total revenues and long-lived
assets attributed to the
United States. Refer to ASC 280-10-50-41.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Linda Cvrkel at (202) 551-3813 or Rufus Decker at (202)
551-
3769 with any questions.
FirstName LastNameTed Fernandez Sincerely,
Comapany NameThe Hackett Group, Inc.
Division of
Corporation Finance
April 22, 2022 Page 3 Office of Trade
& Services
FirstName LastName