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): April 3, 2019

RESOURCES CONNECTION, INC.

(Exact Name of Registrant as Specified in Its Charter)

(714) 430-6400
(Registrant’s Telephone Number, Including Area Code)

(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))

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. ⃞

On April 3, 2019, Resources Connection, Inc. (“Resources” or “the Company”) issued a press release announcing its financial results for the quarterly period ended February 23, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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, Adjusted EBITDA Margin, Adjusted Provision for Income Taxes, Adjusted Net Income, and Adjusted Diluted Earnings Per Common Share. The Company believes 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 investors have the same financial data that management uses with the belief 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.

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 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 these measures should only be used to evaluate the Company’s results of operations in conjunction with the corresponding GAAP measures.

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.

Appointment of Chief Operating Officer

On April 3, 2019, the Company announced that Timothy Brackney, age 47, has been appointed to the newly-created position of President and Chief Operating Officer, effective immediately.  Mr. Brackney will report to the Company’s Chief Executive Officer.  As Chief Operating Officer, Mr. Brackney is responsible for the oversight and control over the diverse, global business operations, go-to-market strategies and designing organizational vision and ensuring operational excellence across the Company.  Mr. Brackney will also continue to manage the Revenue teams in North America.

Mr. Brackney has held several leadership positions with the Company over the past 16+ years, most recently as President North America & EVP, Revenue.  Mr. Brackney began his career with the Company as Managing Director of the Portland, Oregon office in 2002.  He was promoted to Regional Director in 2004 and Regional Managing Director in 2007.  In 2011, the Company asked Mr. Brackney to move to Northern California to run the Bay Area as well as the entire North Pacific Region.  In 2014, Mr. Brackney was promoted to SVP to run the West Region and continued in that role until he was promoted to EVP-Revenue in 2017 and President of North America in 2018.

The terms of Mr. Brackney’s promotion are pursuant to a written employment agreement. The agreement provides, among other things, that Mr. Brackney will receive a base salary of $500,000 per year and be eligible to participate in the Company’s annual incentive or bonus plans maintained by the Company for executive officers. Upon a change of control event (as such term is defined in the Company’s 2014 Performance Incentive Plan), all of Mr. Brackney’s then-outstanding and otherwise unvested equity awards will accelerate and immediately vest.  In the event Mr. Brackney’s employment is terminated by the Company without cause or by Mr. Brackney for good reason (as such terms are defined in the agreement), in addition to receiving his accrued but unpaid salary as of the termination date and any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year, Mr. Brackney will receive, subject to execution of a release of claims against the Company, severance consisting of three and one-half times his then current base salary, accelerated vesting of all then-outstanding and otherwise unvested equity awards, and, for up to eighteen months, continued participation in the Company’s group health insurance plans.  In the event of Mr. Brackney’s death or permanent disability (as such term is defined in the agreement) during the term of the agreement, in addition to receiving his accrued but unpaid salary as of the termination date and any earned but unpaid annual incentive compensation in respect of the most recently completed fiscal year, Mr. Brackney or his estate will receive a pro-rated portion of the target annual incentive compensation to which Mr. Brackney would otherwise be entitled based on the portion of the fiscal year that has elapsed, which will be payable when such annual incentive would otherwise have been payable, and, in the case of a termination due to his permanent disability, he will remain eligible to participate in any long-term disability programs in effect at the time of such termination. To the extent the Company undergoes a change of control and the payments to Mr. Brackney in connection with such change in control would be subject to an excise tax under Section 4999 of the Internal Revenue Code, Mr. Brackney will either be entitled to the full amount of his benefits or, if a cut-back in the benefits would result in greater net (after-tax) benefit to Mr. Brackney, the benefits will be cut-back to the extent necessary to avoid such excise taxes. The employment agreement also contains a one-year post-termination non-interference with business relationships provision, a one-year post-termination non-solicitation of employees and consultants provision and an indefinite confidentiality clause.

The foregoing description of the agreement is qualified in its entirety by reference to the complete terms and conditions of his written employment agreement, which will be filed with our Form 10-K for the year ended May 25, 2019.

Prior to the appointment of Mr. Brackney to this position, on April 1, 2019, the Company agreed to forgive an outstanding loan balance of $527,344.70, which the Company had previously negotiated with Mr. Brackney when he moved from Oregon to Northern California in 2010.  The loan supported his ability to enter the real estate market in California. 

Mr. Brackney has no family relationships with any of the Company’s directors or executive officers.  There is no arrangement or understanding between Mr. Brackney and any other persons pursuant to which Mr. Brackney was selected as an officer of the Company, and Mr. Brackney has no direct or indirect material interest in any other transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Resignation of Chief Accounting Officer

On April 3, 2019, the Company finalized the retirement date of John Bower, Senior Vice President and Chief Accounting Officer, to be effective April 22, 2019.  Mr. Bower will act as an Executive Advisor to the Company through May 18, 2019 and will continue to serve the Company in a consulting role over the next 24 months, as requested by the Chief Financial Officer.  Effective upon Mr. Bower’s retirement on April 22, 2019, Herbert M. Mueller, the Company’s Executive Vice President and Chief Financial Officer, will assume the responsibilities of the Company’s principal accounting officer.  Biographical and other information concerning Mr. Mueller is included in the Company’s proxy statement for its 2018 annual meeting of stockholders, which information is incorporated herein by reference.

(d) Exhibits

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.

Exhibit 99.1

Resources Connection, Inc. Reports Third Quarter Results for Fiscal 2019

Q3 2019 revenue increases 4.1% year-over-year to $179.5 million

Q3 2019 gross margin improves to 37.8% from 36.3% in prior year

SG&A as a percent of revenue improves by 110 basis points YOY

Q3 2019 diluted earnings per common share increases to $0.18 compared to $0.14 in prior year quarter

Q3 2019 adjusted diluted earnings per common share increases to $0.20 compared to $0.09 in prior year quarter

Q3 2019 pretax income more than doubles to $9.6 million from $4.6 million in prior year quarter

Company announces appointment of Tim Brackney as President and Chief Operating Officer

IRVINE, Calif.--(BUSINESS WIRE)--April 3, 2019--Resources Connection, Inc. (Nasdaq: RECN), a multinational business consulting firm, operating as Resources Global Professionals (the “Company” or “RGP”), today announced its financial results for the third quarter ended February 23, 2019.

Third Quarter 2019 Revenue Financial Highlights

• Revenue of $179.5 million, up $7.1 million (4.1%) over third quarter of fiscal 2018.
• U.S. revenue* increased 6.0% over third quarter of fiscal 2018.
• European revenue decreased 9.7% (3.5% constant currency**) over third quarter of fiscal 2018.
• Asia Pacific revenue increased 4.0% (7.5% constant currency**) over third quarter of fiscal 2018.

Management Commentary

“We continue to make good progress in improving our top and bottom line results,” said Kate W. Duchene, Chief Executive Officer. “While Europe has faced macro headwinds, our business in North America and Asia Pacific delivered growth in the quarter and have performed well cumulatively through the first three quarters of the fiscal year. We are also pleased that we have made progress with our critical initiatives to improve bill rates and expand our mix of business to drive more profitable results through our solutions offerings.”

“Today, I am delighted to announce the appointment of Tim Brackney as RGP’s President and Chief Operating Officer, effective immediately,” said Kate Duchene. “Having previously served as the President of North America, Tim moves into this role to drive and align our growth and Go-To-Market strategies across the globe. Tim is an accomplished operator with tremendous work ethic and business acumen. I am excited to embrace the opportunities ahead with Tim as a trusted and valued senior leader.”

Other Third Quarter 2019 Financial Highlights

• Gross margin of 37.8% improved from 36.3% in the prior year third quarter due to improvement in the pay rate to bill rate ratio and lower costs in the Company’s self-insured medical program.
• Selling, general and administrative (“SG&A”) expense of $55.6 million (31.0% of revenue) compared to $55.3 million (32.1% of revenue) in the third quarter of fiscal 2018 shows improvement as a percent of revenue of 110 basis points year-over-year. On a sequential basis, SG&A increased $0.6 million.
• Tax rate of 40% in the third quarter compared to 1% in the comparable period last year. The tax rate in the prior year was favorably impacted by the U.S. Tax Reform Act, with the Company able to reverse $2.2 million of tax expense in the prior year third quarter as a result of the reduction in the U.S. statutory rate applied to its year-to-date U.S. earnings and cumulative net deferred tax liability. The rate in the current year reflects the inability to benefit from losses in certain foreign jurisdictions in which a full valuation allowance on operating loss carryforwards had previously been established.
• Estimated annual cash tax rate*** of 32% compared to 39% in the prior year third quarter.
• Pre-tax income increased in the third quarter to $9.6 million compared to $4.6 million in the prior year third quarter; net income increased to $5.8 million compared to $4.6 million in the prior year third quarter.
• Diluted earnings per common share increased to $0.18 compared to $0.14 in the prior year third quarter.
• Adjusted diluted earnings per common share*** increased to $0.20 compared to $0.09 in the prior year third quarter.
• Adjusted EBITDA**** of $13.9 million (7.8% as a percent of revenue) compared to $8.7 million (5.0% as a percent of revenue) in the prior year third quarter.
• Net cash provided by operating activities for the three months ended February 23, 2019 was $11.8 million compared to cash used in operating activities of $3.9 million in the prior year comparable period.
• The Board of Directors approved a $0.13 per share dividend to shareholders in the third quarter for $4.1 million (paid in March), compared to a $0.12 per share dividend and $3.6 million in the prior year third quarter; Company share buybacks in the third quarter totaled approximately 559,000 shares for $9.2 million, with $97.7 million remaining for future common stock purchases as of February 23, 2019.
• Cash and cash equivalents were $48.0 million as of February 23, 2019.

Other Year-to-Date Financial Highlights

• Revenue of $546.9 million, up $76.5 million (16.3%) over the comparable fiscal 2018 period.
• Gross margin of 38.3% improved from 37.3% in the prior year comparable period.
• SG&A expense of $166.9 million (30.5% of revenue) compared to $150.2 million (31.9% of revenue) in the prior year comparable period. The increase reflects $11.8 million of additional payroll and benefits from acquisitions and headcount to support growth of critical markets; $6.1 million of bonus and commissions tied to revenue growth; $1.8 million of marketing spend; $2.0 million of other categories; offset by lower spend on severance and acquisition/transformation costs of $5.0 million.
• Tax rate of 36% compared to 26% in the prior year comparable period (the prior year lower rate results from recognition of the impact of the U.S. Tax Reform Act).
• Estimated annual cash tax rate*** of 32% compared to 39% in the prior year comparable period.
• Pre-tax income increased to $34.6 million compared to $20.0 million in the prior year comparable period; net income increased to $22.1 million compared to $14.8 million in the prior year comparable period.
• Diluted earnings per common share increased to $0.68 compared to $0.48 in the prior year comparable period.
• Adjusted diluted earnings per common share*** increased to $0.72 compared to $0.39 in the prior year.
• Adjusted EBITDA**** of $47.2 million (8.6% as a percent of revenue) compared to $29.9 million (6.4% as a percent of revenue) in the prior year comparable period.
• Net cash provided by operating activities for the nine months ended February 23, 2019 was $13.5 million compared to a use of cash in operating activities of $2.3 million in the prior year comparable period.
• Dividends paid during the fiscal year to date of $12.0 million compared to $10.5 million in the prior year comparable period; Company share buybacks year to date of approximately 1.4 million shares for $22.3 million.

Footnotes

*Accretive was acquired December 4, 2017. Results of operations for the quarter ended February 24, 2018 include twelve weeks of activity of Accretive.

**Year over year constant currency results for international revenue are computed using the comparable third quarter fiscal 2018 conversion rates, and the sequential quarter constant currency international revenue is computed using the comparable second quarter fiscal 2019 conversion rates. Additional information is provided below.

***Adjusted diluted earnings per common share and estimated annual cash tax rates are non-GAAP financial measures that exclude non-cash tax effects of certain items. A reconciliation table is provided below.

****Adjusted EBITDA, a non-GAAP financial measure, is defined as earnings before interest, income taxes, depreciation, amortization, contingent consideration adjustments and stock-based compensation. A reconciliation table is provided below.

Conference Call Information

RGP will hold a conference call for analysts and investors at 5:00 p.m., ET today, April 3, 2019. 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 April 10, 2019 at 855-859-2056. The conference ID number for the replay is 3279267. The call will also be archived on the RGP website for 30 days.

About RGP

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

RGP was founded in 1996 within a Big Four accounting firm. Today, we are a publicly traded company with 4,000 professionals, annually serving over 2,400 clients around the world from 73 practice offices.

Headquartered in Irvine, California, RGP has served 86 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. (RECN-F)

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 statements regarding our expectations for growth, financial performance and the impact of our strategic initiatives. 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 our ability to successfully execute on our strategic initiatives, our ability to compete effectively in the highly competitive professional services market and to secure new projects from clients, 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.

CONTACT:
Media Contact:
Michael Sitrick
(US+) 1-310-788-2850
mike_sitrick@sitrick.com

Analyst Contact:
Herb Mueller, Chief Financial Officer
(US+) 1-714-430-6500
herb.mueller@rgp.com