8-K

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) January 2, 2014

RESOURCES CONNECTION, INC.
Delaware (State or other jurisdiction	0-32113 (Commission	33-0832424 (IRS Employer
of incorporation)	File Number)	Identification No.)

17101 Armstrong Avenue, Irvine, California	92614
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	(714) 430-6400

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:

⃞ 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 January 2, 2014, Resources Connection, Inc. (“Resources” or “the Company”) issued a press release announcing its financial results for the quarterly period ended November 23, 2013. A copy of the press release is attached hereto as Exhibit 99.1.

Within the attached press release, the Company makes reference to certain non-generally accepted accounting principles (“non-GAAP”) financial measures, including consolidated EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin. The Company believes that these non-GAAP measures are useful to our investors because they are financial measures used by management to assess the performance of our Company. Accordingly, where these non-GAAP measures are provided, it is done so that investors have the same financial data that management uses with the belief that such information will assist the investment community in assessing the underlying performance of the Company on a year-over-year and sequential basis. Whenever such information is presented, the Company has complied with the provisions of the rules under Regulation G and Item 2.02 of Form 8-K. In addition to the reasons described above, specific reasons the Company’s management believes that the presentation of certain non-GAAP financial measures provides useful information to investors regarding the Company’s financial condition, results of operations and cash flows are as follows:

The non-GAAP measures presented in the attached press release are not in accordance with, or an alternative for, GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. The Company believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate the Company’s results of operations in conjunction with the corresponding GAAP measures.

For its internal budgeting process, the Company’s management uses financial statements that include consolidated EBITDA, Adjusted EBITDA and EBITDA Margin. The Company’s management also uses the foregoing non-GAAP measures, in addition to other GAAP measures, in reviewing the financial results of the Company.

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, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
Exhibit 99.1	Press Release issued January 2, 2014

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.

	RESOURCES CONNECTION, INC.
Date: January 2, 2014
	By: /s/ ANTHONY CHERBAK
	Anthony Cherbak
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press Release issued January 2, 2014

EX-99.1

Exhibit 99.1

Resources Connection, Inc. Reports Second Quarter Results for Fiscal 2014

• Company reports revenue increase of 10.9% sequentially and 3.4% quarter-over-quarter to $146.0 million
• Earnings per share improve to $0.18 in fiscal 2014 second quarter compared to $0.14 in prior year second quarter
• Returns $12.8 million in capital to shareholders in dividends and stock buy-backs during second quarter
• Adjusted EBITDA* (Adjusted EBITDA Margin) for the second quarter is $15.9 million (10.9%) compared to $14.7 million (10.4%) in prior year second quarter

*Adjusted EBITDA is defined as earnings before interest, income taxes, depreciation, amortization, stock-based compensation and contingent consideration adjustments (if any)

IRVINE, Calif.--(BUSINESS WIRE)--January 2, 2014--Resources Connection, Inc. (NASDAQ: RECN), today announced financial results for its fiscal second quarter ended November 23, 2013. Resources Connection, Inc. is a multinational professional services firm that provides to clients – through its operating subsidiary, Resources Global Professionals (“RGP”) – consulting services in the areas of accounting, finance, risk management and internal audit, corporate advisory, strategic communications and restructuring, information management, human capital, supply chain management, healthcare solutions, and legal and regulatory services.

Revenue for the second quarter of fiscal 2014 was $146.0 million, increasing 3.4% (3.8% on a constant dollar basis) compared to the prior year’s second quarter and 10.9% (10.5% on a constant dollar basis) sequentially. Revenue in the U.S. increased 6.6% quarter-over-quarter and 10.5% sequentially. U.S. revenue in the second quarter of fiscal 2014 was favorably impacted by an estimated $3.3 million, as the Thanksgiving holiday fell in the third quarter this year but occurred in the second quarter last year. International revenue improved 12.2% sequentially and declined 6.2% quarter-over-quarter (10.5% improvement sequentially and 4.8% decline quarter-over-quarter on a constant dollar basis).

The Company’s net income for the second quarter of fiscal 2014 was $7.1 million, or $0.18 per diluted share compared to net income for the second quarter of fiscal 2013 of $5.9 million, or $0.14 per diluted share.

“We are pleased with the improvement in our most important financial metrics in the second quarter, including revenue, gross margin, Adjusted EBITDA and operating cash flows,” said Tony Cherbak, president and chief executive officer of RGP. “Weekly revenue trends improved steadily through the second quarter from $11.2 million to $11.7 million by quarter-end.”

Gross margin improved 160 basis points sequentially and 20 basis points quarter-over-quarter to 39.3% in the second quarter of fiscal 2014. The improvement in gross margin sequentially was primarily attributable to decreased healthcare costs and payroll taxes and only one paid holiday in the U.S. (Labor Day) in the second quarter of fiscal 2014. The second quarter gross margin quarter-over-quarter improvement was attributable to the Thanksgiving holiday falling in the third quarter in fiscal 2014 and reduced levels of zero margin client reimbursable expenses, offset in part by an unfavorable reduction in the current quarter bill rate/pay rate ratio.

Selling, general and administrative expenses for the second quarter of fiscal 2014 were $43.1 million (29.5% of revenue), an increase of $1.5 million sequentially (from $41.6 million or 31.6% or revenue) and $800,000 quarter-over-quarter (from $42.3 million or 30.0% of revenue).

Cash flow from operations and Adjusted EBITDA were $3.1 million and $15.9 million (10.9% of revenue), respectively, for the second quarter of fiscal 2014 compared to $1.4 million and $14.7 million (10.4% of revenue), respectively, for the second quarter of fiscal 2013.

“Although our clients remain focused on cost management, we have seen a renewed willingness by certain clients to engage in larger scale projects” said Don Murray, executive chairman of RGP. “Our revenue this quarter is the highest achieved since the third quarter of fiscal 2009.”

The Company’s revenue for the six months ended November 23, 2013 was $277.7 million compared to $278.1 million for the first six months ended November 24, 2012. The Company’s net income for the six months ended November 23, 2013 was $10.7 million, or $0.27 per diluted share. This compares to net income in the six months ended November 24, 2012 of $10.7 million, or $0.26 per diluted share. The improvement in earnings per share was driven primarily by a reduction in the weighted average diluted common shares outstanding in the first six months of fiscal 2014.

During the second quarter of fiscal 2014, the Company repurchased 807,000 shares of common stock for $10.1 million. As of January 2, 2014, the Company has approximately $58.3 million remaining under its board authorized stock buyback program. On December 19, 2013, the Company paid a quarterly dividend totaling $2.7 million ($0.07 per share) to shareholders. As of November 23, 2013, the Company’s cash, cash equivalents and short-term investments were $110.5 million compared to $119.0 million at fiscal year-end May 25, 2013.

ABOUT RGP

RGP, the operating subsidiary of Resources Connection, Inc. (NASDAQ: RECN), is a multinational professional services firm that helps business leaders execute internal initiatives. Partnering with business leaders, we drive internal change across all parts of a global enterprise – accounting, finance, risk management and internal audit, corporate advisory, strategic communications and restructuring, information management, human capital, supply chain management, healthcare solutions, and legal and regulatory services.

RGP was founded in 1996 within a Big Four accounting firm. Today, we are a publicly traded company with over 3,100 professionals, annually serving over 1,800 clients around the world from more than 70 practice offices.

Headquartered in Irvine, California, RGP has served 87 of the Fortune 100 companies.

The Company is listed on the NASDAQ Global Select Market, the exchange’s highest tier by listing standards. More information about RGP is available at http://www.rgp.com.

RGP will hold a conference call for interested analysts and investors at 5:00 p.m., ET today, January 2, 2014. This conference call will be available for listening via a webcast on the Company’s website: http://www.rgp.com. An audio replay of the conference call will be available through January 9, 2014 at 855-859-2056. The conference ID number for the replay is 18668915. The call will also be archived on the RGP website for 30 days.

Certain statements in this press release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 expectations concerning our customer’s willingness to engage in larger scale projects. Such 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 seasonality, overall economic conditions and other factors and uncertainties as are identified in our most recent Quarterly Report on Form 10-Q 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 these forward-looking statements, which speak only as of the date hereof. The Company does not intend, and undertakes no obligation, to update the forward-looking statements in this press release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, unless required by law to do so.

RESOURCES CONNECTION, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Amounts in thousands, except per share amounts)
	Three Months Ended						Six Months Ended
	November 23, 2013			November 24, 2012			November 23, 2013			November 24, 2012
		(Unaudited)						(Unaudited)
Revenue	$	145,969		$	141,197		$	277,673		$	278,130
Direct costs of services		88,564			85,987			170,558			169,531
Gross margin		57,405			55,210			107,115			108,599
Selling, general and administrative expenses (1)		43,121			42,342			84,733			84,402
Operating income before amortization
and depreciation (1)		14,284			12,868			22,382			24,197
Amortization of intangible assets		421			434			838			860
Depreciation expense		909			1,172			1,870			2,363
Operating income (1)		12,954			11,262			19,674			20,974
Interest income		(43	)		(50	)		(82	)		(98	)
Income before provision for income taxes (1)		12,997			11,312			19,756			21,072
Provision for income taxes (2)		5,902			5,448			9,008			10,376
Net income (1), (2)	$	7,095		$	5,864		$	10,748		$	10,696
Basic net income per share (1), (2)	$	0.18		$	0.14		$	0.27		$	0.26
Diluted net income per share (1), (2)	$	0.18		$	0.14		$	0.27		$	0.26
Basic shares		39,481			41,292			39,653			41,506
Diluted shares		39,555			41,359			39,700			41,567
Cash dividends declared per share	$	0.07		$	0.06		$	0.14		$	0.12
EXPLANATORY NOTES
1. Selling, general and administrative expenses include non-cash compensation expense for employee stock option grants and employee stock purchases of $1.6 million, $1.8 million, $3.3 million, and $3.6 million for the three and six months ended November 23, 2013 and November 24, 2012, respectively.
2. The Company's effective tax rate was approximately 45% and approximately 48% for the three months ended November 23, 2013 and November 24, 2012, respectively, and approximately 46% and approximately 49% for the six months ended November 23, 2013 and November 24, 2012, respectively. For all periods presented, the Company is unable to benefit from, or has limitations on the benefit of, tax losses in certain foreign jurisdictions. To a lesser extent, the accounting treatment under GAAP for the cost associated with incentive stock options and shares purchased through the Employee Stock Purchase Plan have caused volatility in the Company's effective tax rate. In addition, the effective tax rate during the three and six months ended November 23, 2013 benefited from the reversal of $300,000 and $650,000, respectively of uncertain international tax position accruals for which the statute of limitations has expired.

RESOURCES CONNECTION, INC.
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
(Amounts in thousands, except Adjusted EBITDA Margin)
	Three Months Ended								Six Months Ended
	November 23, 2013				November 24, 2012				November 23, 2013				November 24, 2012
		(Unaudited)								(Unaudited)
Net income	$	7,095			$	5,864			$	10,748			$	10,696
Adjustments:
Amortization of intangible assets		421				434				838				860
Depreciation expense		909				1,172				1,870				2,363
Interest income		(43	)			(50	)			(82	)			(98	)
Provision for income taxes		5,902				5,448				9,008				10,376
EBITDA		14,284				12,868				22,382				24,197
Stock-based compensation expense		1,624				1,825				3,278				3,638
Adjusted EBITDA	$	15,908			$	14,693			$	25,660			$	27,835
Revenue	$	145,969			$	141,197			$	277,673			$	278,130
Adjusted EBITDA Margin		10.9		%		10.4		%		9.2		%		10.0		%
The Company utilizes certain financial measures and key performance indicators that are not defined by, or calculated in accordance with, GAAP to assess our financial and operating performance. 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 statement of operations; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the comparable measure so calculated and presented.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. EBITDA is calculated as net income before amortization of intangible assets, depreciation expense, interest income and income taxes. Adjusted EBITDA is calculated as EBITDA plus stock-based compensation expense and contingent consideration adjustments (if any). Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Revenue. We believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin provide useful measures to our investors because they are financial measures used by management to assess the core performance of our Company. Adjusted EBITDA and Adjusted EBITDA Margin are not measurements of financial performance or liquidity under GAAP and should not be considered in isolation or construed as substitutes for net income or other cash flow data prepared in accordance with GAAP for purposes of analyzing our profitability or liquidity. These measures should be considered in addition to, and not as a substitute to, net income, earnings per share, cash flows or other measures of financial performance prepared in accordance with GAAP.

RESOURCES CONNECTION, INC.
SELECTED BALANCE SHEET, CASH FLOW AND OTHER INFORMATION
(Amounts in thousands, except consultant headcount)
	November 23, 2013			May 25, 2013
		(Unaudited)
Cash, cash equivalents and short-term investments	$	110,452		$	119,012
Accounts receivable, less allowances	$	93,120		$	84,194
Total assets	$	420,047		$	417,640
Current liabilities	$	62,390		$	61,333
Total stockholders’ equity	$	352,538		$	352,327
Consultant headcount, end of period		2,402			2,208
Shares outstanding, end of period		39,040			39,705
	Six Months Ended
	November 23, 2013			November 24, 2012
		(Unaudited)
Cash flow from operating activities	$	8,421		$	5,066
Cash flow from investing activities	$	(10,632	)	$	1,588
Cash flow from financing activities	$	(14,392	)	$	(17,473	)

CONTACT:
Resources Connection, Inc.
Media Contact:
Michael Sitrick
(US+) 1-310-788-2850 or mike_sitrick@sitrick.com
or
Analyst Contact:
Nate Franke, Chief Financial Officer
(US+) 1-714-430-6500 or nate.franke@resources-us.com