================================================================================ 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) July 12, 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 July 12, 2005, Resources Connection, Inc. issued a press release announcing its financial results for the quarterly period and fiscal year ended May 31, 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 July 12, 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: July 12, 2005 By: /s/ Donald B. Murray ----------------------- Donald B. Murray Chief Executive Officer
EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ---------------------------------- Exhibit 99.1 Press Release issued July 12, 2005
Exhibit 99.1 RESOURCES CONNECTION, INC. REPORTS YEAR-END RESULTS FOURTH QUARTER REVENUE IMPROVES 40% AND EARNINGS IMPROVE 45% COSTA MESA, Calif., July 12 /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 its fourth quarter and year ended May 31, 2005. Total revenue for the fourth quarter of fiscal 2005 improved 40.2% to $150.0 million from $107.0 million for the same quarter in fiscal 2004. Net income for the quarter ended May 31, 2005, was $15.7 million, or $0.31 per diluted share, compared to net income of $10.7 million, or $0.22 per diluted share, in the May 2004 quarter. For the year ended May 31, 2005, revenue grew 63.7% to $537.6 million compared to $328.3 million for the fiscal year ended May 31, 2004. Net income for fiscal year 2005 was $56.1 million, or $1.11 per diluted share versus $24.3 million, or $0.50 per diluted share, in the prior year period. "Our excellent financial results this year reflect our continuing ability to deliver high-quality service to our clients with tremendous flexibility and a true global reach," said Chairman and CEO of Resources Global Professionals Donald Murray. "We are particularly pleased that fiscal 2005 saw the expansion of many client relationships with companies who initially became familiar with Resources for Sarbanes-Oxley compliance efforts, but have extended their work with us into other core business areas. Our outstanding client relationships remain the foundation for our future growth." 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 prior year information is 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 & Touche LLP 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 Global Professionals will hold a conference call for interested analysts and investors at 5:00 pm, EDT today, July 12, 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, November 30, 2004 and February 28, 2005 (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 May 31, Year Ended May 31, --------------------------- --------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ (unaudited) (unaudited) Revenue $ 150,009 $ 107,018 $ 537,636 $ 328,333 Direct costs of services 89,983 64,042 324,642 199,870 Gross profit 60,026 42,976 212,994 128,463 Selling, general and administrative expenses 33,451 23,877 116,402 84,301 Operating income before amortization and depreciation 26,575 19,099 96,592 44,162 Amortization of intangible assets 444 504 1,743 1,716 Depreciation expense 552 580 2,191 1,907 Operating income 25,579 18,015 92,658 40,539 Interest income (827) (171) (2,128) (593) Income before provision for income taxes 26,406 18,186 94,786 41,132 Provision for income taxes 10,694 7,456 38,730 16,798 Net income $ 15,712 $ 10,730 $ 56,056 $ 24,334 Diluted net income per share $ 0.31 $ 0.22 $ 1.11 $ 0.50 Diluted shares 50,533 49,944 50,484 48,780
RESOURCES CONNECTION, INC. SELECTED BALANCE SHEET INFORMATION (in thousands) May 31, 2005 May 31, 2004 ------------ ------------ (unaudited) Cash, cash equivalents, short-term investments and long-term marketable securities $ 134,741 $ 68,126 Accounts receivable, less allowances $ 80,848 $ 59,766 Total assets $ 319,563 $ 226,263 Current liabilities $ 63,338 $ 41,241 Total stockholders' equity $ 248,266 $ 180,334 /CONTACT: David Bray, +1-212-367-6824, David.Bray@eurorscg.com, for Resources Connection, Inc./Web site: http://www.resourcesglobal.com /