-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MuxdiwlhemWxBJP0WXCWTFQ4HrQDnkxLh4mZKEKLcRKUNNqL0k6xtoGVp64H+kip eLXTzB4VSIdOnsq45X1YjQ== 0001275287-05-001096.txt : 20050329 0001275287-05-001096.hdr.sgml : 20050329 20050329160925 ACCESSION NUMBER: 0001275287-05-001096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050329 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050329 DATE AS OF CHANGE: 20050329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCES CONNECTION INC CENTRAL INDEX KEY: 0001084765 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 330832424 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32113 FILM NUMBER: 05709868 BUSINESS ADDRESS: STREET 1: 695 TOWN CTR DR STREET 2: STE 600 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 8009001131 MAIL ADDRESS: STREET 1: 695 TOWN CENTER DRIVE STREET 2: SUITE 600 CITY: COSTA MESA STATE: CA ZIP: 92626 FORMER COMPANY: FORMER CONFORMED NAME: RC TRANSACTION CORP DATE OF NAME CHANGE: 20000824 8-K 1 rc2332.txt ================================================================================ 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) March 29, 2005 RESOURCES CONNECTION, INC. Delaware 0-32113 33-0832424 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 695 Town Center Drive, Suite 600, Costa Mesa, California 92626 (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 March 29, 2005, Resources Connection, Inc. issued a press release announcing its financial results for the quarterly period ended February 28, 2005. A copy of the press release is attached hereto as Exhibit 99.1. The information in this current report on Form 8-K, including 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 March 29, 2005 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: March 29, 2005 By: /s/ Donald B. Murray -------------------------- Donald B. Murray Chief Executive Officer EXHIBIT INDEX Exhibit No. Description - ------------ ----------------------------------- Exhibit 99.1 Press Release issued March 29, 2005 EX-99.1 2 rc2332ex991.txt Exhibit 99.1 RESOURCES CONNECTION, INC. REPORTS THIRD QUARTER RESULTS THIRD QUARTER REVENUE IMPROVES 54% AND EARNINGS PER SHARE MORE THAN DOUBLE OVER Q3 2004 COSTA MESA, Calif., March 29 /PRNewswire-FirstCall/ -- Resources Connection, Inc. (Nasdaq: RECN), an international professional services firm that provides, through its operating subsidiary Resources Global Professionals, experienced accounting and finance, risk management and internal audit, information management, human capital, supply chain management and legal professionals to clients on a project basis, today announced financial results for the quarter ended February 28, 2005. Total revenue for the third quarter of fiscal 2005 improved 54% to $135.2 million from $87.8 million for the same quarter in fiscal 2004. Net income for the quarter ended February 28, 2005, was $13.2 million, or $0.26 per diluted share, compared to net income of $5.8 million, or $0.12 per diluted share, in the February 2004 quarter. For the first nine months of fiscal 2005, revenue grew 75% to $387.6 million compared to $221.3 million for the nine month period in the prior year. Net income for the nine months ended February 28, 2005 was $40.3 million, or $0.80 per diluted share versus $13.6 million, or $0.29 per diluted share, in the prior year period. "Driven by the strength of our global client relationships and commitment of our associates, we are very pleased with another quarter of remarkable results," said Chairman and CEO Donald Murray. "We continue to see strong demand for our diversified services and will pursue our expansion as clients depend on our ability and global expertise to support their critical internal consulting needs." The third quarter also included several corporate milestones that further showcase the success and growth of the Company. On January 10, 2005, the company formally changed the name of its operating entity to better reflect the Company's global capabilities and reach. With more than 1,600 clients within 37 countries, Resources Global Professionals is considered an independent resource and partner to world-class corporations. Additionally, on February 8, 2005, the Company announced that its board of directors had declared a 2 for 1 split of its common stock for all stockholders of record as of February 18, 2005. All share and per share data presented, including prior year information, are presented reflecting this common stock split. ABOUT RESOURCES GLOBAL PROFESSIONALS Resources Global Professionals is an international professional services firm that provides accounting and finance, human capital, information management, supply chain management, internal audit/risk management and legal services on a project basis. The Company was originally part of Deloitte in North America. Its legacy in Europe is from Ernst & Young and in Asia Pacific from Deloitte Touche Tohmatsu Australia. Today, the Company is completely independent, autonomous and publicly traded on NASDAQ under its parent entity's name, Resources Connection, Inc. In addition to its project professional services, Resources Global Professionals has established itself as a leading business services provider for companies seeking independent and cost effective assistance for meeting or complying with many of the complex business and regulatory issues in today's marketplace. Headquartered in Costa Mesa, California, the Company operates from more than 60 worldwide offices. The U.S. client portfolio boasts more than 30 of the Fortune 50 companies. The company was recently named to Forbes Best 200 Small Companies list for the third consecutive year. More information about the company is available at http://www.resourcesglobal.com. Resources Connection will hold a conference call for interested analysts and investors at 5:00 pm, EDT today, March 29, 2005. This conference call will be available for listening via a webcast on the Company's Internet web site, at http://www.resourcesglobal.com/. 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," "should," or "will" or the negative of these terms or other comparable terminology. Such statements and all phases of Resources Connection's operations are subject to known and unknown risks, uncertainties and other factors, including seasonality, overall economic conditions and other factors and uncertainties as are identified in Resources Connection's Form 10-K for the year ended May 31, 2004 and Form 10-Q for the quarters ended August 31, 2004 and November 30, 2004 (File No. 0-32113). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Resources Connection's, and its industry's, actual results, levels of activity, performance or achievements may be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. The Company undertakes no obligation to update the forward- looking statements in this press release. RESOURCES CONNECTION, INC. SUMMARY OF OPERATIONS (in thousands, except per share amounts) Quarter Nine Months Ended February 28, Ended February 28, ----------------------- ----------------------- 2005 2004 2005 2004 ---------- ---------- ---------- ---------- (unaudited) (unaudited) Revenue $ 135,199 $ 87,758 $ 387,627 $ 221,315 Direct costs of services 82,874 54,353 234,659 135,828 Gross profit 52,325 33,405 152,968 85,487 Selling, general and administrative expenses 29,600 22,724 82,951 60,424 Operating income before amortization and depreciation 22,725 10,681 70,017 25,063 Amortization of intangible assets 477 514 1,299 1,212 Depreciation expense 529 507 1,639 1,327 Operating income 21,719 9,660 67,079 22,524 Interest income (586) (147) (1,301) (422) Income before provision for income taxes 22,305 9,807 68,380 22,946 Provision for income taxes 9,145 4,021 28,036 9,342 Net income $ 13,160 $ 5,786 $ 40,344 $ 13,604 Diluted net income per share $ 0.26 $ 0.12 $ 0.80 $ 0.29 Diluted shares 50,968 48,280 50,382 47,700 RESOURCES CONNECTION, INC. SELECTED BALANCE SHEET INFORMATION (in thousands) February 28, 2005 May 31, 2004 ----------------- -------------- (unaudited) Cash, cash equivalents and long-term marketable securities $ 108,834 $ 68,126 Accounts receivable, less allowances $ 79,793 $ 59,766 Total assets $ 288,958 $ 226,263 Current liabilities $ 52,452 $ 41,241 Total stockholders' equity $ 231,848 $ 180,334 SOURCE Resources Connection, Inc. -0- 03/29/2005 /CONTACT: Stephen Giusto, Chief Financial Officer of Resources Connection, Inc., +1-714-430-6500, steve.giusto@resources-us.com/ /Web site: http://www.resourcesglobal.com / -----END PRIVACY-ENHANCED MESSAGE-----