================================================================================ 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) December 22, 2004 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 (see General Instruction A.2. below): [ ] 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 December 22, 2004, Resources Connection, Inc. issued a press release announcing its financial results for the quarterly period ended November 30, 2004. 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 December 22, 2004
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: December 22, 2004 By: /s/ Donald B. Murray ------------------------- Donald B. Murray Chief Executive Officer
EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------------ -------------------------------------- Exhibit 99.1 Press Release issued December 22, 2004
Exhibit 99.1 RESOURCES CONNECTION, INC. REPORTS SECOND QUARTER RESULTS SECOND QUARTER REVENUE SOARS 85% AND EARNINGS PER SHARE TRIPLE QUARTER OVER QUARTER COSTA MESA, Calif., Dec. 22 /PRNewswire-FirstCall/ -- Resources Connection, Inc. (Nasdaq: RECN), an international professional services firm that provides accounting and finance, human capital, information management, supply chain management and internal audit/risk management services on a project basis, today announced financial results for the quarter ended November 30, 2004. Total revenue for the second quarter of fiscal 2005 improved 85% to $137.0 million from $74.0 million for the same quarter in fiscal 2004, and 19% from the previous quarter. Net income for the quarter ended November 30, 2004, was $15.6 million, or $0.62 per diluted share, compared to net income of $4.4 million, or $0.19 per diluted share, in the November 2003 quarter. For the first six months of fiscal 2005, revenue grew 89% to $252.4 million compared to $133.6 million for the six-month period in the prior year. Net income for the six months ended November 30, 2004 was $27.2 million, or $1.09 per diluted share versus $7.8 million, or $0.33 per diluted share, in the prior year period. "We are pleased with our growth and operational performance," said Chairman and CEO Donald Murray. "We experienced strong demand for our services globally, particularly within our finance and accounting, Resources Audit Solutions and information management practices. Our ability to service multi-national clients on a broad-based, global scale is expanding and contributes to our growing reputation as a trusted partner to companies responding to changing market dynamics." ABOUT RESOURCES CONNECTION Resources Connection, Inc. is an international professional services firm that provides accounting and finance, human capital, information management, supply chain management and internal audit/risk management services on a project basis. The Company was originated as part of Deloitte in North America. Its legacy in Europe is from Ernst & Young and in Asia Pacific from Deloitte Touche Tohmatsu Australia and Deloitte Touche Tohmatsu Taiwan. Resources Connection today is completely independent, autonomous and publicly traded on NASDAQ. In addition to its project professional services, Resources Connection 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.resourcesconnection.com. Resources Connection will hold a conference call for interested analysts and investors at 5:00 pm, EST today, December 22, 2004. This conference call will be available for listening via a webcast on the Company's Internet web site, at http://www.resourcesconnection.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 quarter ended August 31, 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 Ended Six Months Ended November 30, November 30, ---------------------- ---------------------- 2004 2003 2004 2003 --------- --------- --------- --------- (unaudited) (unaudited) Revenue $ 137,027 $ 74,016 $ 252,428 $ 133,557 Direct costs of services 81,851 45,420 151,785 81,475 Gross profit 55,176 28,596 100,643 52,082 Selling, general and administrative expenses 28,170 20,471 53,351 37,700 Operating income 27,006 8,125 47,292 14,382 Amortization of intangible assets 411 392 822 698 Depreciation expense 567 433 1,110 820 Interest income (411) (103) (715) (275) Income before provision for income taxes 26,439 7,403 46,075 13,139 Provision for income taxes 10,840 2,998 18,891 5,321 Net income $ 15,599 $ 4,405 $ 27,184 $ 7,818 Diluted net income per share $ 0.62 $ 0.19 $ 1.09 $ 0.33 Diluted shares 25,109 23,622 25,044 23,618
RESOURCES CONNECTION, INC. SELECTED BALANCE SHEET INFORMATION (in thousands) November 30, May 31, 2004 2004 ------------ ---------- (unaudited) Cash, cash equivalents and long-term marketable securities $ 98,460 $ 69,839 Accounts receivable, less allowances $ 71,927 $ 59,766 Total assets $ 270,192 $ 226,263 Current liabilities $ 51,799 $ 41,241 Total stockholders' equity $ 213,756 $ 180,334 SOURCE Resources Connection, Inc. -0- 12/22/2004 /CONTACT: Stephen Giusto, Chief Financial Officer of Resources Connection, Inc., +1-714-430-6500, steve.giusto@resources-us.com/ /Web site: http://www.resourcesconnection.com/