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)
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October
7, 2015
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RESOURCES CONNECTION, INC.
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Delaware
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0-32113
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33-0832424
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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17101 Armstrong Avenue, Irvine, California
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92614
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(714) 430-6400
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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 October 7, 2015, Resources Connection, Inc. (“Resources” or “the
Company”) issued a press release announcing its financial results for
the quarterly period ended August 29, 2015. 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 core 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.
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Description
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Exhibit 99.1
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Press Release issued October 7, 2015
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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.
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RESOURCES CONNECTION, INC.
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Date: October 7, 2015
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By: /s/ ANTHONY CHERBAK
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Anthony Cherbak
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President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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Exhibit 99.1
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Press Release issued October 7, 2015
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Exhibit 99.1
Resources
Connection, Inc. Reports First Quarter Results for Fiscal 2016
-
Company
reports revenues of $148.3 million, up 3.4% over prior year quarter
(6.3% constant currency)
-
Earnings
per share increases to $0.19, up 35.7% from $0.14 in prior year quarter
-
Adjusted
EBITDA* improves 16.3% to $15.7 million (10.6% of revenue)
-
Company
returns $9.2 million in capital to shareholders
*
Adjusted EBITDA is defined as earnings before interest, income taxes,
depreciation, amortization and stock-based compensation
IRVINE, Calif.--(BUSINESS WIRE)--October 7, 2015--Resources Connection,
Inc. (NASDAQ: RECN) today announced financial results for its first
fiscal quarter ended August 29, 2015. Resources Connection, Inc. (the
“Company”) is a multinational professional services firm that provides
to clients – through its operating subsidiary, Resources Global
Professionals (“RGP”) – consulting and business support services in the
areas of accounting; finance; corporate governance, risk and compliance;
corporate advisory, strategic communications and restructuring;
information management; human capital; supply chain management;
healthcare solutions; and legal and regulatory.
Revenue for the first quarter of fiscal 2016 increased 3.4% to $148.3
million compared to the prior year’s first quarter of $143.4 million. On
a sequential basis, first quarter revenue was down 0.3% compared to
$148.8 million in the fourth quarter of fiscal 2015.
Using the comparable first quarter fiscal 2015 conversion rates to
adjust for the impact of currency fluctuations, fiscal 2016’s first
quarter revenue would have been $152.4 million, up 6.3%
quarter-over-quarter.
Revenue in the U.S. increased 4.6% quarter-over-quarter and 0.4%
sequentially. International revenue decreased 1.4% on a
quarter-over-quarter basis and 3.5% sequentially. Adjusting for the
impact of currency fluctuations, international revenue increased 13.4%
quarter-over-quarter using the comparable first quarter fiscal 2015
conversion rates and declined sequentially 3.2% using the comparable
fourth quarter fiscal 2015 conversion rates.
The Company’s net income in the first quarter of fiscal 2016 improved
31.5% to $7.1 million, or $0.19 per diluted share, compared to the prior
year’s first quarter net income of $5.4 million, or $0.14 per diluted
share. Net income in the first quarter of fiscal 2016 includes a $0.01
per share charge for stock-based compensation expense of approximately
$900,000 related to the accelerated vesting of options held by Donald
Murray related to his transition from Executive Chairman to non-employee
Chairman during the quarter. Net income in the first quarter of fiscal
2015 included a $0.02 per share charge for severance related to the
Company’s European operations.
“Our first quarter results reflect solid improvement in our financial
metrics such as revenues and adjusted EBITDA, driven by our United
States operations,” said Tony Cherbak, president and chief executive
officer of RGP. “In addition, our practices in Asia Pacific grew 17.0%
quarter-over-quarter (27.7% constant currency), with particular strength
in Shanghai, Hong Kong and Singapore; and Europe showed continued signs
of stability, growing 1.9% on a constant currency basis.”
Gross margin was 38.7% in the first quarter of fiscal 2016 compared to
39.2% in the prior year quarter. The 50 basis point decrease results
from higher costs in the Company’s self-insured medical plan and an
increase in zero margin reimbursable expenses, partially offset by
improved bill/pay rate spreads. Sequentially, gross margin decreased 20
basis points from 38.9%, due to a slight reduction in bill rate/pay rate
spreads and higher medical costs, partially offset by lower zero margin
reimbursable expenses.
Selling, general and administrative expenses (“SG&A”) for the first
quarter of fiscal 2016 were $44.0 million (29.7% of revenue) compared to
the prior year first quarter amount of $44.3 million (30.9% of revenue)
and the preceding quarter amount of $42.5 million (28.5% of revenue).
The first quarter of fiscal 2016 amount includes approximately $900,000
of stock-based compensation expense related to the accelerated vesting
of options held by Donald Murray; the prior year quarter included
approximately $700,000 of severance charges related to the Company’s
European operations. Excluding these charges, SG&A was $43.1 million
(29.1% of revenue) in the first quarter of fiscal 2016 and $43.6 million
(30.4% of revenue) in the first quarter of fiscal 2015. The
quarter-over-quarter decrease is primarily attributable to lower
marketing related costs.
Cash used in operations and Adjusted EBITDA were $4.6 million and $15.7
million (10.6% of revenue), respectively, for the first quarter of
fiscal 2016 compared to cash used in operations and Adjusted EBITDA of
$8.7 million and $13.5 million (9.4% of revenue), respectively, for the
first quarter of fiscal 2015.
Cherbak added: “Our business model, which provides intellectual capital
on demand to our clients, continues to generate cash that allowed the
Board to recently announce a 25% increase in our dividend rate to $0.10
per share, the fifth consecutive year in which we have increased our
dividend. Combined with our stock buy-back program, we have a solid
foundation of programs to return capital to our shareholders.”
In the first quarter of fiscal 2016, the Company repurchased 395,000
shares of common stock for $6.2 million and paid a quarterly dividend
totaling $3.0 million ($0.08 per diluted share) to shareholders. During
the quarter, the Company’s Board of Directors authorized a third stock
repurchase program with a dollar limit of $150 million; the Company now
has a total of $160.5 million available for share purchases when
combined with the balance remaining from the previous authorization. As
of August 29, 2015, the Company’s cash, cash equivalents and short-term
investments were $101.2 million compared to $112.2 million at fiscal
year-end May 30, 2015.
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; corporate governance, risk and compliance;
corporate advisory, strategic communications and restructuring;
information management; human capital; supply chain management;
healthcare solutions; and legal and regulatory.
RGP was founded in 1996 within a Big Four accounting firm. Today, we are
a publicly traded company with over 3,200 professionals, annually
serving over 1,700 clients around the world from 68 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, October 7, 2015. 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 October
14, 2015 at 855-859-2056. The conference ID number for the replay is
32516778. 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 the
Company’s expectations regarding its programs for returning capital to
shareholders. 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 Annual
Report on Form 10-K 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.
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RESOURCES CONNECTION, INC.
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CONSOLIDATED STATEMENT OF OPERATIONS
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(Amounts in thousands, except per share amounts)
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Three Months Ended
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August 29,
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August 30,
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2015
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2014
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(Unaudited)
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Revenue
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$
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148,340
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$
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143,447
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Direct costs of services
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90,877
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87,222
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Gross margin
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57,463
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56,225
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Selling, general and administrative expenses (1)
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43,957
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44,279
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Operating income before amortization and depreciation (1)
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13,506
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11,946
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Amortization of intangible assets
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30
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424
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Depreciation expense
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858
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854
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Operating income (1)
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12,618
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10,668
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Interest income
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(32
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)
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(38
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)
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Income before provision for income taxes (1)
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12,650
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10,706
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Provision for income taxes (2)
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5,517
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5,311
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Net income (1), (2)
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$
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7,133
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$
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5,395
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Net income per common share:
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Basic (1), (2)
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$
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0.19
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$
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0.14
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Diluted (1), (2)
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$
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0.19
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$
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0.14
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Weighted average common shares outstanding:
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Basic
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37,295
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38,180
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Diluted
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37,847
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38,335
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Cash dividends declared per common share
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$
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0.10
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$
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0.08
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EXPLANATORY NOTES
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(1)
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SG&A expenses include non-cash compensation expense for employee
stock option grants and employee stock purchases of $2.2 million and
$1.5 million for the three months ended August 29, 2015 and August
30, 2014, respectively. The expense for the first quarter of fiscal
2016 includes approximately $900,000, or $0.01 per share, related to
the Board of Director’s approval of accelerated vesting of 127,500
stock options related to Don Murray’s transition from Executive
Chairman to non-employee Chairman of the Board.
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(2)
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The Company's effective tax rate was approximately 44% and
approximately 50% for the three months ended August 29, 2015 and
August 30, 2014, respectively. For all periods presented, the
Company is unable to benefit from, or has limitations on the benefit
of, tax losses in certain foreign jurisdictions. To a lesser extent,
the accounting treatment under GAAP for the cost associated with
incentive stock options and shares purchased through the Employee
Stock Purchase Plan have caused volatility in the Company's
effective tax rate.
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RESOURCES CONNECTION, INC.
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RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
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(Amounts in thousands, except Adjusted EBITDA Margin)
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Three Months Ended
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August 29, 2015
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August 30, 2014
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(Unaudited)
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Net income
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$
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7,133
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$
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5,395
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Adjustments:
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Amortization of intangible assets
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30
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424
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Depreciation expense
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858
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854
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Interest income
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(32
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)
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(38
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)
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Provision for income taxes
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5,517
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5,311
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EBITDA
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13,506
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11,946
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Stock-based compensation expense
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2,155
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1,546
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Adjusted EBITDA
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$
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15,661
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$
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13,492
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Revenue
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$
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148,340
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$
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143,447
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Adjusted EBITDA Margin
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10.6
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%
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9.4
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%
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EXPLANATORY NOTE
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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.
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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. 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. EBITDA,
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.
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RESOURCES CONNECTION, INC.
|
CONSTANT CURRENCY REVENUE COMPARISON
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(Dollars in thousands)
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(Unaudited)
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Revenue for the Three Months Ended
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August 29,
2015
GAAP
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August 30,
2014
GAAP
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May 30,
2015
GAAP
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% Increase
August 29, 2015 vs.
August 30, 2014
GAAP
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% Increase
August 29, 2015 vs.
August 30, 2014
Constant Currency (1)
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|
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% Decrease
August 29, 2015 vs.
May 30, 2015
GAAP
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% Decrease
August 29, 2015 vs.
May 30, 2015
Constant Currency (2)
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$
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148,340
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$
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143,447
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$
|
148,814
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3.4%
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6.3%
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-0.3%
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-0.3%
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(1) The percentage change in revenue on a constant currency basis is
calculated using the average foreign exchange rates for the first
quarter of fiscal 2015 and applying those rates to
foreign-denominated revenue in the first quarter of fiscal 2016.
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(2) The percentage change in revenue on a constant currency basis is
calculated using the average foreign exchange rates for the fourth
quarter of fiscal 2015 and applying those rates to
foreign-denominated revenue in the first quarter of fiscal 2016.
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EXPLANATORY NOTE
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|
In order to provide a more comprehensive view of trends in our
business, this table shows revenue data on an as reported basis
(GAAP) for the respective periods and relative change in the same
periods from the impact on revenue of exchange rate fluctuations
between the United States dollar and currencies in countries in
which the Company operates.
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RESOURCES CONNECTION, INC.
|
SELECTED BALANCE SHEET, CASH FLOW AND OTHER INFORMATION
|
(Amounts in thousands, except consultant headcount)
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August 29, 2015
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|
May 30, 2015
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Cash, cash equivalents and short-term investments
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|
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|
$
|
101,220
|
|
|
|
|
|
|
|
|
|
$
|
112,238
|
|
Accounts receivable, less allowances
|
|
|
|
$
|
94,510
|
|
|
|
|
|
|
|
|
|
$
|
96,574
|
|
Total assets
|
|
|
|
$
|
404,726
|
|
|
|
|
|
|
|
|
|
$
|
416,981
|
|
Current liabilities
|
|
|
|
$
|
54,398
|
|
|
|
|
|
|
|
|
|
$
|
68,946
|
|
Total stockholders’ equity
|
|
|
|
$
|
343,106
|
|
|
|
|
|
|
|
|
|
$
|
340,452
|
|
Consultant headcount, end of period
|
|
|
|
|
2,501
|
|
|
|
|
|
|
|
|
|
|
2,516
|
|
Shares outstanding, end of period
|
|
|
|
|
37,143
|
|
|
|
|
|
|
|
|
|
|
37,273
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
Three Months Ended
|
|
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|
|
August 29, 2015
|
|
|
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|
August 30, 2014
|
|
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|
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|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operating activities
|
|
|
|
$
|
(4,553
|
)
|
|
|
|
|
|
|
|
|
$
|
(8,669
|
)
|
Cash flow from investing activities
|
|
|
|
$
|
(572
|
)
|
|
|
|
|
|
|
|
|
$
|
8,645
|
|
Cash flow from financing activities
|
|
|
|
$
|
(5,694
|
)
|
|
|
|
|
|
|
|
|
$
|
(4,859
|
)
|
|
|
|
|
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CONTACT:
For Resources Connection, Inc.
Media Contact:
Michael
Sitrick
(US+) 1-310-788-2850
mike_sitrick@sitrick.com
or
Analyst
Contact:
Nate Franke, Chief Financial Officer
(US+)
1-714-430-6500
nate.franke@rgp.com
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