8-K
RESOURCES CONNECTION, INC. (RGP)
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): October 5, 2022
RESOURCES CONNECTION, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 0-32113 | 33-0832424 |
|---|---|---|
| (State or Other Jurisdiction of<br><br> <br>Incorporation) | (Commission File Number) | (I.R.S. Employer Identification<br><br> <br>No.) |
| 17101 Armstrong Avenue Irvine, California, 92614 | ||
| --- | ||
| (Address of Principal Executive Offices) (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (714) 430-6400
(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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | RGP | The Nasdaq Stock Market LLC<br><br> <br>(Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On October 5, 2022, Resources Connection, Inc. issued a press release announcing its financial results for the fiscal first quarter ended August 27, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 2.02 of this current report on Form 8-K, as well as Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release entitled “Resources Connection, Inc. Reports Financial Results for First Quarter<br> Fiscal 2023,” issued October 5, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Date: October 5, 2022 | RESOURCES CONNECTION,<br> INC. | |
|---|---|---|
| By: | /s/ KATE W. DUCHENE | |
| Kate W. Duchene | ||
| President and Chief Executive Officer |
Exhibit 99.1
Resources Connection, Inc. Reports Financial Results for First Quarter Fiscal 2023
Highest First Quarter Revenue and Net Income Margin in More Than a Decade
Record First Quarter Adjusted EBITDA Margin
IRVINE, Calif.--(BUSINESS WIRE)--October 5, 2022--Resources Connection, Inc. (Nasdaq: RGP) (the “Company”), a global consulting firm, today announced financial results for its fiscal first quarter ended August 27, 2022.
First Quarter Fiscal 2023 Highlights:
- Revenue increased 11.4% year over year to $204.1 million
- Excluding taskforce, divested in the first quarter of fiscal 2023, same-day constant currency revenue, a non-GAAP measure, was up 17.0% from the prior year quarter
- Gross profit expanded to $83.5 million, up 16.8% from the prior year quarter
- Gross margin improved 190 basis points over the prior year quarter to 40.9%
- Selling, general and administrative expenses (“SG&A”) as a percentage of revenue improved 50 basis points over the prior year quarter to 27.6%
- Net income was $18.1 million (net income margin of 8.9%) compared to $12.9 million (net income margin of 7.1%) in the prior year quarter
- Diluted earnings per common share rose to $0.53 from $0.39 in the prior year quarter
- Adjusted EBITDA, a non-GAAP measure, increased to $30.7 million with a 280 basis point margin improvement over the prior year quarter to 15.0%
- Cash dividends declared of $0.14 per share
Management Commentary
“Our strong performance in the first quarter of fiscal 2023 supporting clients’ migration to more agile work is the trajectory we expected,” said Kate W. Duchene, chief executive officer. “We have grown top line to levels not experienced in any first quarter period in over ten years, while significantly improving our profitability. This level of performance validates three years of transformative work within the organization that has positioned us to capitalize on the favorable shift in employer and talent preferences. Digital transformation initiatives continue to drive demand in our Veracity business. Importantly, the growth we are experiencing is broad-based across most solutions, large markets and industry verticals, including healthcare, financial services, and technology. While we are mindful of current macroeconomic conditions, we remain optimistic in our ability to compete and win as our business model attracts in-demand talent who desire more choice, transparency and diversity of experience.”
First Quarter Fiscal 2023 Results
The Company achieved strong year-over-year revenue growth in the first quarter of fiscal 2023. Demand remained healthy due to a shift in businesses adopting workforce agility and a persistently tight labor market. The Company’s ability to execute against market opportunities drove broad-based topline growth across most client segments, including strategic global accounts and regional accounts, in the majority of the Company’s markets and solution areas. The Company’s billable hours increased by 10.5% and average bill rate increased by 1.6% (or 3.2% on a constant currency basis) over the prior year quarter. Year-over-year improvement in average bill rate is attributable to an ongoing focus on value-based pricing. The Company divested taskforce at the beginning of the first quarter of fiscal 2023, and excluding revenues from taskforce, revenue grew 15.2% from $177.0 million to $203.8 million, or 17.0% on a same-day constant currency basis.
Gross margin was 40.9%, up from 39.0% in the first quarter of fiscal 2022. The increase was primarily due to a 230 basis point improvement in pay/bill ratio driven by ongoing efforts to enhance pricing while offering competitive consultant wages. This positive impact was partially offset by the increase in employee-related benefits, primarily vacation and self-insured medical costs.
SG&A for the first quarter of fiscal 2023 was $56.2 million, or 27.6% of revenue, compared to $51.4 million, or 28.1% of revenue, for the first quarter of fiscal 2022, reflecting an improvement of 50 basis points largely as a result of improved operating leverage. The rise in SG&A year over year was primarily related to higher management compensation as a result of growth in the business, as well as employee compensation adjustments to remain competitive in the current labor market, and increases in other general and administrative expenses to support business growth, including travel and recruiting expenses.
1
Income tax expense was $7.0 million (an effective tax rate of 27.8%), compared to $5.2 million (an effective tax rate of 28.6%) in the prior year quarter. The change in effective tax rate resulted from higher pre-tax income in the first quarter of fiscal 2023 while maintaining similar levels of permanent book to tax differences compared to the prior year quarter.
With continued revenue growth and improvement in gross margin and operating leverage, net income increased to $18.1 million (net income margin of 8.9%) for the first quarter of fiscal 2023, compared to $12.9 million (net income margin of 7.1%) in the prior year quarter. The Company delivered a record first quarter Adjusted EBITDA margin of 15.0%, an improvement of 280 basis points over the first quarter of fiscal 2022.
2
| RESOURCES CONNECTION, INC. | ||||||
|---|---|---|---|---|---|---|
| SUMMARY OF CONSOLIDATED FINANCIAL RESULTS | ||||||
| (In thousands, except per share amounts) | ||||||
| Three Months Ended | ||||||
| August 27, | May 28, | August 28, | ||||
| 2022 | 2022 | 2021 | ||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||
| Revenue | $ | 204,062 | $ | 217,031 | $ | 183,140 |
| Direct cost of services | 120,595 | 127,356 | 111,708 | |||
| Gross profit | 83,467 | 89,675 | 71,432 | |||
| Selling, general and administrative expenses | 56,187 | 59,356 | 51,392 | |||
| Amortization expense | 1,252 | 1,300 | 1,103 | |||
| Depreciation expense | 887 | 881 | 919 | |||
| Income from operations | 25,141 | 28,138 | 18,018 | |||
| Interest expense, net | 316 | 320 | 215 | |||
| Other (income) expense | (307) | 59 | (306) | |||
| Income before income tax expense | 25,132 | 27,759 | 18,109 | |||
| Income tax expense | 6,992 | 7,232 | 5,186 | |||
| Net income | $ | 18,140 | $ | 20,527 | $ | 12,923 |
| Net income per common share: | ||||||
| Basic | $ | 0.55 | $ | 0.62 | $ | 0.39 |
| Diluted | $ | 0.53 | $ | 0.61 | $ | 0.39 |
| Weighted-average number of common and common equivalent shares outstanding: | ||||||
| Basic | 33,277 | 32,957 | 32,894 | |||
| Diluted | 34,234 | 33,499 | 33,313 | |||
| Cash dividends declared per common share | $ | 0.14 | $ | 0.14 | $ | 0.14 |
| Revenue by Geography | ||||||
| North America | $ | 179,549 | $ | 183,817 | $ | 151,879 |
| Europe | 11,175 | 19,433 | 18,865 | |||
| Asia Pacific | 13,338 | 13,781 | 12,396 | |||
| Total revenue | $ | 204,062 | $ | 217,031 | $ | 183,140 |
| Cash dividends | ||||||
| Total cash dividends paid | $ | 4,647 | $ | 4,635 | $ | 4,603 |
3
Conference Call Information
RGP will hold a conference call for analysts and investors at 5:00 p.m., ET, today, October 5, 2022. A live webcast of the call will be available on the Events section of the Company’s Investor Relations website. To access the call by phone, please go to this link (registration link), and you will be provided with dial in details. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time. A replay of the webcast will also be available for a limited time by visiting the Events section of the Company’s Investor Relations website.
About RGP
RGP is a global consulting firm focused on project execution services that power clients’ operational needs and change initiatives utilizing on-demand, experienced and diverse talent. As a next-generation human capital partner for our clients, we specialize in co-delivery of enterprise initiatives typically precipitated by business transformation, strategic transactions or regulatory change. Our engagements are designed to leverage human connection and collaboration to deliver practical solutions and more impactful results that power our clients’, consultants’ and partners’ success. Our unique approach to workforce strategy strongly positions us to help our clients transform their businesses and workplaces, especially at a time when high-quality talent is increasingly scarce and the usage of a flexible workforce to execute transformational projects has become the dominant operating model. Our mission as an employer is to connect our team members to meaningful opportunities that further their career ambitions within the context of a supportive talent community of dedicated professionals. With approximately 4,300 professionals collectively engaged with over 2,200 clients around the world from nearly 40 physical practice offices and multiple virtual offices, we are their partner in delivering on the “now of work.” Headquartered in Irvine, California, RGP is proud to have served over 87% of the Fortune 100.
The Company is listed on the Nasdaq Global Select Market, the exchange’s highest tier by listing standards. To learn more about RGP, visit: http://www.rgp.com. (RGP-F)
4
Forward-Looking Statements
Certain statements in this press release are “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. These statements relate to expectations concerning matters that are not historical facts. Such forward-looking statements may be identified by words such as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “remain,” “should” or “will” or the negative of these terms or other comparable terminology. In this press release, such statements include statements regarding our growth and operational plans, the competitiveness of our business model, and expectations regarding our continued growth and ability to deliver increased stockholder value. These statements and all phases of the Company’s operations are subject to known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements and those of our industry to differ materially from those expressed or implied by these forward-looking statements. Risks and uncertainties include, but are not limited to, the following: risks related to an economic downturn or deterioration of general macroeconomic conditions (including recessionary pressures, decreases in consumer spending power or confidence and significant uncertainty in the global economy and capital markets resulting from rising inflation, volatility in energy and commodity prices, the impact of the Russia-Ukraine war and related supply chain issues), risks arising from epidemic diseases or pandemics, changes in the use of outsourced professional services consultants, the highly competitive nature of the market for professional services, risks related to the loss of a significant number of our consultants, or an inability to attract and retain new consultants, the possible impact on our business from the loss of the services of one or more key members of our senior management, risks related to potential significant increases in wages or payroll-related costs, our ability to secure new projects from clients, our ability to achieve or maintain a suitable pay/bill ratio, our ability to compete effectively in the competitive bidding process, risks related to unfavorable provisions in our contracts which may permit our clients to, among other things, terminate the contracts partially or completely at any time prior to completion, our ability to realize the level of benefit that we expect from our restructuring initiatives, risks that our recent digital expansion and technology transformation efforts may not be successful, our ability to build an efficient support structure as our business continues to grow and transform, our ability to grow our business, manage our growth or sustain our current business, our ability to serve clients internationally, additional operational challenges from our international activities including due to social, political, regulatory, legal and economic risks in the countries and regions in which we operate, possible disruption of our business from our past and future acquisitions, the possibility that our recent rebranding efforts may not be successful, our potential inability to adequately protect our intellectual property rights, risks that our computer hardware and software and telecommunications systems are damaged, breached or interrupted, risks related to the failure to comply with data privacy laws and regulations and the adverse effect it may have on our reputation, results of operations or financial condition, our ability to comply with governmental, regulatory and legal requirements and company policies, the possible legal liability for damages resulting from the performance of projects by our consultants or for our clients’ mistreatment of our personnel, risks arising from changes in applicable tax laws or adverse results in tax audits or interpretations, the possible adverse effect on our business model from the reclassification of our independent contractors by foreign tax and regulatory authorities, the possible difficulty for a third party to acquire us and resulting depression of our stock price, the operating and financial restrictions from our credit facility, risks related to the variable rate of interest in our credit facility, the possibility that we are unable to or elect not to pay our quarterly dividend payment, and other factors and uncertainties as are identified in our most recent Annual Report on Form 10-K for the year ended May 28, 2022 and our other public filings made with the Securities and Exchange Commission (File No. 0-32113). Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business or operating results. Readers are cautioned not to place undue reliance on the forward-looking statements included herein, which speak only as of the date of this press release. We do not intend, and undertake no obligation, to update the forward-looking statements in this press release to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, unless required by law to do so.
5
Non-GAAP Financial Measures
The Company use certain non-GAAP financial measures to assess our financial and operating performance that are not defined by, or calculated in accordance with, GAAP. A non-GAAP financial measure is defined as a numerical measure of a company’s financial performance that (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the comparable measure calculated and presented in accordance with GAAP in the Consolidated Statements of Operations; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the comparable GAAP measure so calculated and presented. The following non-GAAP measures are presented in this press release:
- Same-day constant currency revenue is adjusted for the following items:
- Currency impact. In order to remove the impact of fluctuations in foreign currency exchange rates, the Company calculates same-day constant currency revenue, which represents the outcome that would have resulted had exchange rates in the current period been the same as those in effect in the comparable prior period.
- Business days impact. In order to remove the fluctuations caused by comparable periods having a different number of business days, the Company calculates same-day revenue as current period revenue (adjusted for currency impact) divided by the number of business days in the current period, multiplied by the number of business days in the comparable prior period. The number of business days in each respective period is provided in the “Number of Business Days” section of the “Reconciliation of GAAP to Non-GAAP Financial Measures” table below.
- EBITDA is calculated as net income before amortization expense, depreciation expense, interest and income taxes.
- Adjusted EBITDA is calculated as EBITDA plus or minus stock-based compensation expense, technology transformation costs, restructuring costs, and contingent consideration adjustments. Adjusted EBITDA at the segment level excludes certain shared corporate administrative costs that are not practical to allocate.
- Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by revenue.
- Cash tax rate excludes the non-cash tax impact of stock option expirations, non-cash tax impact of valuation allowances on international deferred tax assets, and other non-cash tax items.
- Adjusted income tax expense is calculated based on the Company’s cash tax rates (as defined above).
- Adjusted diluted earnings per common share is calculated as diluted earnings per common share, plus or minus the per share impact of stock-based compensation expense, technology transformation costs, restructuring costs, contingent consideration adjustments, and adjusted for the related tax effects of these adjustments.
We believe the above-mentioned non-GAAP financial measures, which are used by management to assess the core performance of our Company, provide useful information and additional clarity of our operating results to our investors in their own evaluation of the core performance of our Company and facilitate a comparison of such performance from period to period. These are not measurements of financial performance or liquidity under GAAP and should not be considered in isolation or construed as substitutes for revenue, net income or other cash flow data prepared in accordance with GAAP for purposes of analyzing our revenue, profitability or liquidity. These measures should be considered in addition to, and not as a substitute for, revenue, net income, earnings per share, cash flows or other measures of financial performance prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies, as other companies may calculate such financial results differently.
6
| RESOURCES CONNECTION, INC. | ||||||||
|---|---|---|---|---|---|---|---|---|
| RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | ||||||||
| (In thousands, except number of business days) | ||||||||
| Three Months Ended | Three Months Ended | |||||||
| August 27, | August 28, | August 27, | May 28, | |||||
| Revenue by Geography | 2022 (1) | 2021 (1) | 2022 (1) | 2022 (1) | ||||
| (Unaudited) | (Unaudited) | |||||||
| North America | ||||||||
| As reported (GAAP) | $ | 179,549 | $ | 151,879 | $ | 179,549 | $ | 183,817 |
| Currency impact | 48 | (4) | ||||||
| Business days impact | - | 5,700 | ||||||
| Same-day constant currency revenue | $ | 179,597 | $ | 185,245 | ||||
| Europe | ||||||||
| As reported (GAAP) | $ | 11,175 | $ | 18,865 | $ | 11,175 | $ | 19,433 |
| Currency impact | 1,573 | 603 | ||||||
| Business days impact | 63 | (372) | ||||||
| Same-day constant currency revenue | $ | 12,811 | $ | 11,406 | ||||
| Asia Pacific | ||||||||
| As reported (GAAP) | $ | 13,338 | $ | 12,396 | $ | 13,338 | $ | 13,781 |
| Currency impact | 1,434 | 684 | ||||||
| Business days impact | 110 | (210) | ||||||
| Same-day constant currency revenue | $ | 14,882 | $ | 13,812 | ||||
| Total Consolidated | ||||||||
| As reported (GAAP) | $ | 204,062 | $ | 183,140 | $ | 204,062 | $ | 217,031 |
| Currency impact | 3,055 | 1,283 | ||||||
| Business days impact | 173 | 5,118 | ||||||
| Same-day constant currency revenue | $ | 207,290 | $ | 210,463 | ||||
| Number of Business Days | ||||||||
| North America (2) | 63 | 63 | 63 | 65 | ||||
| Europe (3) | 64 | 65 | 64 | 62 | ||||
| Asia Pacific (3) | 62 | 63 | 62 | 62 | ||||
| (1) Consolidated revenue and Europe revenue as reported under GAAP include taskforce revenue of $0.2 million, $6.2 million and $7.7 million for the three months ended August 27, 2022, August 28, 2021 and May 28, 2022, respectively. | ||||||||
| --- | ||||||||
| (2) This represents the number of business days in the United States. | ||||||||
| (3) The business days in international regions represented the weighted average number of business days. |
7
| RESOURCES CONNECTION, INC. | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | |||||||||||||||
| (In thousands, except per share amounts and percentages) | |||||||||||||||
| Three Months Ended | |||||||||||||||
| August 27, | Percentage | May 28, | Percentage | August 28, | Percentage | ||||||||||
| 2022 | of Revenue | 2022 | of Revenue | 2021 | of Revenue | ||||||||||
| Adjusted EBITDA | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||
| Net income | $ | 18,140 | 8.9 | % | $ | 20,527 | 9.5 | % | $ | 12,923 | 7.1 | % | |||
| Adjustments: | |||||||||||||||
| Amortization expense | 1,252 | 0.6 | 1,300 | 0.6 | 1,103 | 0.6 | |||||||||
| Depreciation expense | 887 | 0.4 | 881 | 0.4 | 919 | 0.5 | |||||||||
| Interest expense, net | 316 | 0.2 | 320 | 0.1 | 215 | 0.1 | |||||||||
| Income tax expense | 6,992 | 3.4 | 7,232 | 3.3 | 5,186 | 2.8 | |||||||||
| EBITDA | 27,587 | 13.5 | 30,260 | 13.9 | 20,346 | 11.1 | |||||||||
| Stock-based compensation expense | 2,529 | 1.2 | 2,317 | 1.1 | 1,629 | 0.9 | |||||||||
| Technology transformation costs (1) | 991 | 0.5 | 759 | 0.4 | - | - | |||||||||
| Restructuring costs | (397) | (0.2) | 26 | - | 156 | 0.1 | |||||||||
| Contingent consideration adjustment | - | - | - | - | 221 | 0.1 | |||||||||
| Adjusted EBITDA | $ | 30,710 | 15.0 | % | $ | 33,362 | 15.4 | % | $ | 22,352 | 12.2 | % | |||
| Adjusted Diluted Earnings per Common Share | |||||||||||||||
| Diluted earnings per common share, as reported | $ | 0.53 | $ | 0.61 | $ | 0.39 | |||||||||
| Stock-based compensation expense | 0.07 | 0.07 | 0.05 | ||||||||||||
| Technology transformation costs (1) | 0.03 | 0.02 | - | ||||||||||||
| Restructuring costs | (0.01) | - | - | ||||||||||||
| Contingent consideration adjustment | - | - | 0.01 | ||||||||||||
| Income tax impact of adjustments | (0.02) | (0.03) | (0.02) | ||||||||||||
| Adjusted diluted earnings per common share | $ | 0.60 | $ | 0.67 | $ | 0.43 | |||||||||
| Adjusted Income Tax Expense and Cash Tax Rate | |||||||||||||||
| Income tax expense | $ | 6,992 | $ | 7,232 | $ | 5,186 | |||||||||
| Effect of non-cash tax items: | |||||||||||||||
| Stock option expirations | (1) | (69) | (108) | ||||||||||||
| Valuation allowance on international deferred tax assets | (208) | (1,891) | 310 | ||||||||||||
| Net uncertain tax position adjustments | (11) | (6) | (9) | ||||||||||||
| Other adjustments | 54 | (783) | 1 | ||||||||||||
| Adjusted income tax expense | $ | 6,826 | $ | 4,483 | $ | 5,380 | |||||||||
| Effective tax rate | 27.8 | % | 26.1 | % | 28.6 | % | |||||||||
| Total effect of non-cash tax items on effective tax rate | (0.6) | % | (9.9) | % | 1.1 | % | |||||||||
| Cash tax rate | 27.2 | % | 16.2 | % | 29.7 | % | |||||||||
| (1) Commencing with the three months ended November 27, 2021, Adjusted EBITDA also excludes the impact of technology transformation costs. Technology transformation costs represent costs included in net income related to the Company’s initiative to upgrade its technology platform globally, including a cloud-based enterprise resource planning system and talent acquisition and management system. Such costs primarily include software licensing costs, third-party consulting fees and costs associated with dedicated internal resources that are not capitalized. | |||||||||||||||
| --- |
8
Segment Results
On May 31, 2022, the Company divested taskforce – Management on Demand GmbH, and its wholly owned subsidiary skillforce – Executive Search GmbH, a German professional services firm operating under the taskforce brand (“taskforce”). Since the second quarter of fiscal 2021, the business operated by taskforce, along with its parent company, Resources Global Professionals (Germany) GmbH, an affiliate of the Company, represented an operating segment of the Company and was reported as a part of Other Segments. Effective May 31, 2022, the Company’s operating segments consist of RGP and Sitrick. Prior-period comparative segment information was not restated as a result of the divestiture of taskforce as the Company did not have a change in internal organization or the financial information that the Chief Operating Decision Maker uses to assess performance and allocate resources.
RGP is the Company’s only operating segment that meets the quantitative threshold of a reportable segment. Sitrick does not individually meet the quantitative threshold to qualify as a reportable segment. Therefore, Sitrick is disclosed in Other Segments.
The following table discloses the Company’s revenue and Adjusted EBITDA by segment for each of the periods presented (in thousands):
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| August 27, | May 28, | August 28, | ||||
| 2022 | 2022 | 2021 | ||||
| Revenue: | (Unaudited) | (Unaudited) | (Unaudited) | |||
| RGP | $ | 200,995 | $ | 206,766 | $ | 172,933 |
| Other Segments (1) | 3,067 | 10,265 | 10,207 | |||
| Total revenue | $ | 204,062 | $ | 217,031 | $ | 183,140 |
| Adjusted EBITDA: | ||||||
| RGP | $ | 38,347 | $ | 42,354 | $ | 29,002 |
| Other Segments (1) | 316 | 710 | 1,006 | |||
| Reconciling items (2) | (7,953) | (9,702) | (7,656) | |||
| Total Adjusted EBITDA (3) | $ | 30,710 | $ | 33,362 | $ | 22,352 |
| (1) Amounts reported in Other Segments for the three months ended August 27, 2022 include Sitrick and an immaterial amount from taskforce from May 29, 2022 through May 31, 2022, the completion date of the sale. Amounts previously reported for the three months ended August 28, 2021 and May 28, 2022 included the Sitrick and taskforce operating segments. | ||||||
| --- | ||||||
| (2) Reconciling items are generally comprised of unallocated corporate administrative costs, including management and board compensation, corporate support function costs and other general corporate costs that are not allocated to segments. | ||||||
| (3) A reconciliation of the Company’s net income to Adjusted EBITDA on a consolidated basis is presented in the table on page 7. |
9
| RESOURCES CONNECTION, INC. | ||||
|---|---|---|---|---|
| SELECTED BALANCE SHEET, CASH FLOW AND OTHER INFORMATION | ||||
| (In thousands, except consultant headcount and average rates) | ||||
| August 27, | May 28, | |||
| SELECTED BALANCE SHEET INFORMATION: | 2022 | 2022 | ||
| (Unaudited) | ||||
| Cash and cash equivalents | $ | 72,575 | $ | 104,224 |
| Trade accounts receivable, net of allowance | $ | 157,210 | $ | 153,154 |
| Total assets | $ | 534,021 | $ | 581,473 |
| Current liabilities | $ | 91,811 | $ | 124,322 |
| Long-term debt | $ | 20,000 | $ | 54,000 |
| Total liabilities | $ | 142,066 | $ | 209,024 |
| Total stockholders’ equity | $ | 391,955 | $ | 372,449 |
| Three Months Ended | ||||
| August 27, | August 28, | |||
| SELECTED CASH FLOW INFORMATION: | 2022 | 2021 | ||
| (Unaudited) | (Unaudited) | |||
| Cash flow -- operating activities | $ | (5,296) | $ | 464 |
| Cash flow -- investing activities | $ | 2,275 | $ | (1,006) |
| Cash flow -- financing activities | $ | (29,118) | $ | (11,387) |
| Three Months Ended | ||||
| August 27, | August 28, | |||
| SELECTED OTHER INFORMATION: | 2022 | 2021 | ||
| (Unaudited) | (Unaudited) | |||
| Consultant headcount, end of period | 3,386 | 3,165 | ||
| Average bill rate (1) | $ | 128 | $ | 126 |
| Average pay rate (1) | $ | 61 | $ | 63 |
| Common shares outstanding, end of period | 33,751 | 33,187 | ||
| (1) Rates represent the weighted average bill rates and pay rates across the countries in which we operate. Such weighted average rates are impacted by the mix of our business across the geographies as well as fluctuations in currency rates. Constant currency average bill and pay rates using the same exchange rates in the first quarter of fiscal 2022 were $130 and $62, respectively. | ||||
| --- |
Contacts
Investor Contact:
Jennifer Ryu, Chief Financial Officer
\(US+\) 1-714-430-6500
Jennifer.Ryu@rgp.com
Media Contact:
Michael Sitrick
\(US+\) 1-310-788-2850
mike\_sitrick@sitrick.com
10