Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Feb. 22, 2020 | Mar. 27, 2020 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Feb. 22, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | RESOURCES CONNECTION INC | |
Entity Central Index Key | 0001084765 | |
Current Fiscal Year End Date | --05-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 32,144,373 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 22, 2020 | May 25, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 35,944,000 | $ 43,045,000 |
Short-term investments | 5,981,000 | |
Trade accounts receivable, net of allowance for doubtful accounts of $2,560 and $2,520 as of February 22, 2020 and May 25, 2019, respectively | 130,908,000 | 133,304,000 |
Prepaid expenses and other current assets | 8,014,000 | 7,103,000 |
Income taxes receivable | 7,123,000 | 2,224,000 |
Total current assets | 181,989,000 | 191,657,000 |
Goodwill | 213,451,000 | 190,815,000 |
Intangible assets, net | 21,623,000 | 14,589,000 |
Property and equipment, net | 24,873,000 | 26,632,000 |
Operating right-of-use assets | 38,176,000 | |
Deferred income taxes | 1,686,000 | 1,497,000 |
Other assets | 4,176,000 | 3,180,000 |
Total assets | 485,974,000 | 428,370,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 18,606,000 | 21,634,000 |
Accrued salaries and related obligations | 47,024,000 | 58,628,000 |
Operating lease liabilities, current | 11,459,000 | |
Other liabilities | 13,677,000 | 11,154,000 |
Total current liabilities | 90,766,000 | 91,416,000 |
Long-term debt | 49,000,000 | 43,000,000 |
Operating lease liabilities, noncurrent | 33,317,000 | |
Deferred income taxes | 5,997,000 | 5,146,000 |
Other long-term liabilities | 4,092,000 | 6,412,000 |
Total liabilities | 183,172,000 | 145,974,000 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 5,000 shares authorized; zero shares issued and outstanding | ||
Common stock, $0.01 par value, 70,000 shares authorized; 63,910 and 63,054 shares issued, and 32,144 and 31,588 shares outstanding as of February 22, 2020 and May 25, 2019, respectively | 639,000 | 631,000 |
Additional paid-in capital | 476,032,000 | 460,226,000 |
Accumulated other comprehensive loss | (13,748,000) | (12,588,000) |
Retained earnings | 360,967,000 | 350,230,000 |
Treasury stock at cost, 31,766 and 31,466 shares as of February 22, 2020 and May 25, 2019 | (521,088,000) | (516,103,000) |
Total stockholders' equity | 302,802,000 | 282,396,000 |
Total liabilities and stockholders' equity | $ 485,974,000 | $ 428,370,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Feb. 22, 2020 | May 25, 2019 |
Consolidated Balance Sheets [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts | $ 2,560 | $ 2,520 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, shares issued | 63,910,000 | 63,054,000 |
Common stock, shares outstanding | 32,144,000 | 31,588,000 |
Treasury stock at cost, shares | 31,766,000 | 31,466,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 22, 2020 | Feb. 23, 2019 | Feb. 22, 2020 | Feb. 23, 2019 | |
Consolidated Statements Of Operations [Abstract] | ||||
Revenue | $ 168,052,000 | $ 179,498,000 | $ 524,784,000 | $ 546,855,000 |
Direct cost of services, primarily payroll and related taxes for services employees | 106,632,000 | 111,587,000 | 321,484,000 | 337,372,000 |
Gross margin | 61,420,000 | 67,911,000 | 203,300,000 | 209,483,000 |
Selling, general and administrative expenses | 55,299,000 | 55,587,000 | 166,032,000 | 166,912,000 |
Amortization of intangible assets | 1,549,000 | 948,000 | 4,153,000 | 2,855,000 |
Depreciation expense | 1,120,000 | 1,163,000 | 3,913,000 | 3,429,000 |
Income from operations | 3,452,000 | 10,213,000 | 29,202,000 | 36,287,000 |
Interest expense | 493,000 | 595,000 | 1,526,000 | 1,729,000 |
Other (income)/expense | (537,000) | |||
Income before income tax (benefit) expense | 2,959,000 | 9,618,000 | 28,213,000 | 34,558,000 |
Income tax (benefit) expense | (3,983,000) | 3,822,000 | 3,995,000 | 12,457,000 |
Net income | $ 6,942,000 | $ 5,796,000 | $ 24,218,000 | $ 22,101,000 |
Net income per common share: | ||||
Basic (per share) | $ 0.22 | $ 0.18 | $ 0.76 | $ 0.70 |
Diluted (per share) | $ 0.21 | $ 0.18 | $ 0.75 | $ 0.68 |
Weighted average common shares outstanding: | ||||
Basic (shares) | 32,159 | 31,890 | 31,954 | 31,784 |
Diluted (shares) | 32,498 | 32,370 | 32,350 | 32,428 |
Cash dividends declared per common share | $ 0.14 | $ 0.13 | $ 0.42 | $ 0.39 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 22, 2020 | Feb. 23, 2019 | Feb. 22, 2020 | Feb. 23, 2019 | |
COMPREHENSIVE INCOME: | ||||
Net income | $ 6,942,000 | $ 5,796,000 | $ 24,218,000 | $ 22,101,000 |
Foreign currency translation adjustment, net of tax | (522,000) | 577,000 | (1,160,000) | (1,451,000) |
Total comprehensive income | $ 6,420,000 | $ 6,373,000 | $ 23,058,000 | $ 20,650,000 |
Consolidated Statement Of Stock
Consolidated Statement Of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | Total |
Balances at May. 26, 2018 | $ 613,000 | $ 429,578,000 | $ (486,722,000) | $ (10,385,000) | $ 335,741,000 | $ 268,825,000 |
Balances (in shares) at May. 26, 2018 | 61,252 | 29,638 | ||||
Exercise of stock options | $ 2,000 | 2,407,000 | 2,409,000 | |||
Exercise of stock options (in shares) | 186 | |||||
Stock-based compensation expense | 1,327,000 | 1,327,000 | ||||
Issuance of common stock under Employee Stock Purchase Plan | $ 1,000 | 2,177,000 | 2,178,000 | |||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 166 | |||||
Purchase of shares | $ (7,462,000) | (7,462,000) | ||||
Purchase of shares (in shares) | 468 | |||||
Cash dividends declared | (4,095,000) | (4,095,000) | ||||
Currency translation adjustment | (602,000) | (602,000) | ||||
Net income | 5,741,000 | 5,741,000 | ||||
Balances at Aug. 25, 2018 | $ 616,000 | 435,489,000 | $ (494,184,000) | (10,987,000) | 337,387,000 | 268,321,000 |
Balances (in shares) at Aug. 25, 2018 | 61,604 | 30,106 | ||||
Balances at May. 26, 2018 | $ 613,000 | 429,578,000 | $ (486,722,000) | (10,385,000) | 335,741,000 | 268,825,000 |
Balances (in shares) at May. 26, 2018 | 61,252 | 29,638 | ||||
Currency translation adjustment | (1,451,000) | |||||
Net income | 22,101,000 | |||||
Balances at Feb. 23, 2019 | $ 630,000 | 458,003,000 | $ (508,463,000) | (11,836,000) | 344,966,000 | 283,300,000 |
Balances (in shares) at Feb. 23, 2019 | 63,002 | 30,982 | ||||
Balances at May. 26, 2018 | $ 613,000 | 429,578,000 | $ (486,722,000) | (10,385,000) | 335,741,000 | 268,825,000 |
Balances (in shares) at May. 26, 2018 | 61,252 | 29,638 | ||||
Balances at May. 25, 2019 | $ 631,000 | 460,226,000 | $ (516,103,000) | (12,588,000) | 350,230,000 | $ 282,396,000 |
Balances (in shares) at May. 25, 2019 | 63,054,000 | 31,466,000 | 31,588,000 | |||
Balances at Aug. 25, 2018 | $ 616,000 | 435,489,000 | $ (494,184,000) | (10,987,000) | 337,387,000 | $ 268,321,000 |
Balances (in shares) at Aug. 25, 2018 | 61,604 | 30,106 | ||||
Exercise of stock options | $ 6,000 | 7,998,000 | 8,004,000 | |||
Exercise of stock options (in shares) | 565 | |||||
Stock-based compensation expense | 1,611,000 | 1,611,000 | ||||
Purchase of shares | $ (5,540,000) | (5,540,000) | ||||
Purchase of shares (in shares) | 339 | |||||
Cash dividends declared | (4,124,000) | (4,124,000) | ||||
Currency translation adjustment | (1,426,000) | (1,426,000) | ||||
Net income | 10,564,000 | 10,564,000 | ||||
Balances at Nov. 24, 2018 | $ 622,000 | 445,098,000 | $ (499,724,000) | (12,413,000) | 343,827,000 | 277,410,000 |
Balances (in shares) at Nov. 24, 2018 | 62,169 | 30,445 | ||||
Exercise of stock options | $ 6,000 | 8,720,000 | 8,726,000 | |||
Exercise of stock options (in shares) | 641 | |||||
Stock-based compensation expense | 1,866,000 | 1,866,000 | ||||
Issuance of common stock under Employee Stock Purchase Plan | $ 2,000 | 2,319,000 | 2,321,000 | |||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 192 | |||||
Issuance of restricted stock out of treasury stock to board of director members | $ 510,000 | (510,000) | ||||
Issuance of restricted stock out of treasury stock to board of director members (in shares) | (21) | |||||
Purchase of shares | $ (9,249,000) | (9,249,000) | ||||
Purchase of shares (in shares) | 558 | |||||
Cash dividends declared | (4,147,000) | (4,147,000) | ||||
Currency translation adjustment | 577,000 | 577,000 | ||||
Net income | 5,796,000 | 5,796,000 | ||||
Balances at Feb. 23, 2019 | $ 630,000 | 458,003,000 | $ (508,463,000) | (11,836,000) | 344,966,000 | 283,300,000 |
Balances (in shares) at Feb. 23, 2019 | 63,002 | 30,982 | ||||
Balances at May. 25, 2019 | $ 631,000 | 460,226,000 | $ (516,103,000) | (12,588,000) | 350,230,000 | $ 282,396,000 |
Balances (in shares) at May. 25, 2019 | 63,054,000 | 31,466,000 | 31,588,000 | |||
Exercise of stock options | $ 1,000 | 2,250,000 | $ 2,251,000 | |||
Exercise of stock options (in shares) | 172,000 | |||||
Stock-based compensation expense | 1,408,000 | 1,408,000 | ||||
Issuance of common stock under Employee Stock Purchase Plan | $ 2,000 | 2,597,000 | 2,599,000 | |||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 215,000 | |||||
Cancellation of restricted stock (in shares) | (5,000) | |||||
Cash dividends declared | (4,476,000) | (4,476,000) | ||||
Currency translation adjustment | (686,000) | (686,000) | ||||
Net income | 4,939,000 | 4,939,000 | ||||
Balances at Aug. 24, 2019 | $ 634,000 | 466,481,000 | $ (516,103,000) | (13,274,000) | 350,693,000 | 288,431,000 |
Balances (in shares) at Aug. 24, 2019 | 63,436,000 | 31,466,000 | ||||
Balances at May. 25, 2019 | $ 631,000 | 460,226,000 | $ (516,103,000) | (12,588,000) | 350,230,000 | $ 282,396,000 |
Balances (in shares) at May. 25, 2019 | 63,054,000 | 31,466,000 | 31,588,000 | |||
Exercise of stock options (in shares) | 376,000 | |||||
Currency translation adjustment | $ (1,160,000) | |||||
Net income | 24,218,000 | |||||
Balances at Feb. 22, 2020 | $ 639,000 | 476,032,000 | $ (521,088,000) | (13,748,000) | 360,967,000 | $ 302,802,000 |
Balances (in shares) at Feb. 22, 2020 | 63,910,000 | 31,766,000 | 32,144,000 | |||
Balances at Aug. 24, 2019 | $ 634,000 | 466,481,000 | $ (516,103,000) | (13,274,000) | 350,693,000 | $ 288,431,000 |
Balances (in shares) at Aug. 24, 2019 | 63,436,000 | 31,466,000 | ||||
Exercise of stock options | $ 1,000 | 1,215,000 | 1,216,000 | |||
Exercise of stock options (in shares) | 85,000 | |||||
Stock-based compensation expense | 1,591,000 | 1,591,000 | ||||
Cash dividends declared | (4,499,000) | (4,499,000) | ||||
Issuance of common stock in connection with acquisition of Accretive | $ 1,000 | 1,140,000 | 1,141,000 | |||
Issuance of common stock in connection with acquisition of Accretive (in shares) | 83,000 | |||||
Currency translation adjustment | 48,000 | 48,000 | ||||
Net income | 12,337,000 | 12,337,000 | ||||
Balances at Nov. 23, 2019 | $ 636,000 | 470,427,000 | $ (516,103,000) | (13,226,000) | 358,531,000 | 300,265,000 |
Balances (in shares) at Nov. 23, 2019 | 63,604,000 | 31,466,000 | ||||
Exercise of stock options | $ 1,000 | 1,658,000 | 1,659,000 | |||
Exercise of stock options (in shares) | 119,000 | |||||
Stock-based compensation expense | 1,428,000 | 1,428,000 | ||||
Issuance of common stock under Employee Stock Purchase Plan | $ 2,000 | 2,529,000 | 2,531,000 | |||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 184,000 | |||||
Cancellation of restricted stock (in shares) | (7,000) | |||||
Issuance of restricted stock (in shares) | 10,000 | |||||
Issuance of restricted stock out of treasury stock to board of director members | (10,000) | $ 15,000 | (5,000) | |||
Issuance of restricted stock out of treasury stock to board of director members (in shares) | (18,000) | |||||
Purchase of shares | $ (5,000,000) | $ (5,000,000) | ||||
Purchase of shares (in shares) | 318,000 | 318,430 | ||||
Cash dividends declared | (4,501,000) | $ (4,501,000) | ||||
Currency translation adjustment | (522,000) | (522,000) | ||||
Net income | 6,942,000 | 6,942,000 | ||||
Balances at Feb. 22, 2020 | $ 639,000 | $ 476,032,000 | $ (521,088,000) | $ (13,748,000) | $ 360,967,000 | $ 302,802,000 |
Balances (in shares) at Feb. 22, 2020 | 63,910,000 | 31,766,000 | 32,144,000 |
Consolidated Statement Of Sto_2
Consolidated Statement Of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||||||
Feb. 22, 2020 | Nov. 23, 2019 | Aug. 24, 2019 | Feb. 23, 2019 | Nov. 24, 2018 | Aug. 25, 2018 | Feb. 22, 2020 | Feb. 23, 2019 | |
Consolidated Statement Of Stockholders' Equity | ||||||||
Cash dividends declared per common share | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.42 | $ 0.39 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 9 Months Ended | |
Feb. 22, 2020 | Feb. 23, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 24,218,000 | $ 22,101,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 8,066,000 | 6,284,000 |
Stock-based compensation expense | 4,649,000 | 4,961,000 |
Contingent consideration adjustment | (1,120,000) | (374,000) |
Loss on disposal of assets | 67,000 | 346,000 |
Bad debt expense | 1,226,000 | 477,000 |
Non-cash benefit | (46,000) | |
Deferred income taxes | 604,000 | 5,699,000 |
Changes in operating assets and liabilities, net of effects of business combinations: | ||
Trade accounts receivable | 4,684,000 | (9,416,000) |
Prepaid expenses and other current assets | (812,000) | (848,000) |
Income taxes | (5,298,000) | (4,988,000) |
Other assets | (997,000) | (1,186,000) |
Accounts payable and accrued expenses | (3,276,000) | (407,000) |
Accrued salaries and related obligations | (12,192,000) | (11,608,000) |
Other liabilities | 1,790,000 | 2,455,000 |
Net cash provided by operating activities | 21,563,000 | 13,496,000 |
Cash flows from investing activities: | ||
Redemption of short-term investments | 5,981,000 | |
Proceeds from sale of assets | 105,000 | |
Acquisition of Expertence, net of cash acquired | (254,000) | |
Acquisition of Veracity, net of cash acquired of $2.1 million | (30,258,000) | |
Purchase of property and equipment | (2,043,000) | (5,939,000) |
Net cash used in investing activities | (26,469,000) | (5,939,000) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 5,126,000 | 19,139,000 |
Proceeds from issuance of common stock under Employee Stock Purchase Plan | 5,130,000 | 4,499,000 |
Purchase of common stock | (5,000,000) | (22,251,000) |
Proceeds from Revolving Credit Facility | 35,000,000 | |
Repayment on Revolving Credit Facility | (29,000,000) | (5,000,000) |
Cash dividends paid | (13,080,000) | (12,011,000) |
Net cash used in financing activities | (1,824,000) | (15,624,000) |
Effect of exchange rate changes on cash | (371,000) | (436,000) |
Net decrease in cash | (7,101,000) | (8,503,000) |
Cash and cash equivalents at beginning of period | 43,045,000 | 56,470,000 |
Cash and cash equivalents at end of period | $ 35,944,000 | $ 47,967,000 |
Consolidated Statements Of Ca_2
Consolidated Statements Of Cash Flows (Parenthetical) $ in Millions | 9 Months Ended |
Feb. 22, 2020USD ($) | |
Consolidated Statements Of Cash Flows [Abstract] | |
Acquisition of Veracity, cash acquired | $ 2.1 |
Description Of The Company And
Description Of The Company And Its Business | 9 Months Ended |
Feb. 22, 2020 | |
Description Of The Company And Its Business [Abstract] | |
Description Of The Company And Its Business | 1. Description of the Company and its Business Resources Connection, Inc. (“Resources Connection”), a Delaware corporation, was incorporated on November 16, 1998. The Company’s operating entities provide services primarily under the name Resources Global Professionals (“RGP”, the “Company,” “we,” “our” or “us”)). RGP is a global consulting firm that enables rapid business outcomes by bringing together the right people to create transformative change. As a human capital partner for its clients, the Company specializes in solving today’s most pressing business problems across the enterprise in the areas of Business Strategy & Transformation, Finance & Accounting, Risk & Compliance and Technology & Digital Innovation. The Company has offices in the United States (“U.S.”), Asia, Australia, Canada, Europe and Mexico. The Company’s fiscal year consists of 52 or 53 weeks, ending on the last Saturday in May. The third quarters of fiscal 2020 and 2019 each consisted of 13 weeks. The Company’s fiscal 2020 will consist of 53 weeks. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 9 Months Ended |
Feb. 22, 2020 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Interim Financial Information The financial information as of and for the three and nine months ended February 22, 2020 and February 23, 2019 is unaudited but includes all adjustments (consisting only of normal recurring adjustments) the Company considers necessary for a fair presentation of its financial position at such dates and the operating results and cash flows for those periods. The fiscal 2019 year-end balance sheet data was derived from audited financial statements, and certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”) have been condensed or omitted pursuant to Securities and Exchange Commission (“SEC”) rules or regulations; however, the Company believes the disclosures made are adequate to make the information presented not misleading. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year. These interim financial statements should be read in conjunction with the audited financial statements for the year ended May 25, 2019 , which are included in the Company’s Annual Report on Form 10-K (“Fiscal Year 2019 Form 10-K”) which was filed with the SEC on July 19, 2019 (File No. 000-32113). The Company's significant accounting policies are described in Note 2 to the consolidated financial statements included in the Fiscal Year 2019 Form 10-K. The Company has reviewed its accounting policies, identifying those that it believes to be critical to the preparation and understanding of its consolidated financial statements in the list set forth below. See the disclosure under the heading "Critical Accounting Policies" in Item 7 of Part II of the Fiscal Year 2019 Form 10-K for a detailed description of these policies and their potential effects on the Company’s results of operations and financial condition. · Allowance for doubtful accounts · Income taxes · Revenue recognition · Stock-based compensation · Valuation of long-lived assets · Business combinations Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes these estimates and assumptions are adequate, actual results could differ from the estimates and assumptions used. Net Income Per Share Information The Company presents both basic and diluted earnings per common share (“EPS”). Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS is based upon the weighted average number of common and common equivalent shares outstanding during the period, calculated using the treasury stock method for stock options and unvested restricted stock. Under the treasury stock method, assumed proceeds include the amount the employee must pay for exercising stock options and the amount of compensation cost for future services the Company has not yet recognized. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price per common share over the period are anti-dilutive and are excluded from the calculation. The following table summarizes the calculation of net income per common share for the periods indicated (in thousands, except per share amounts): Three Months Ended Nine Months Ended February 22, February 23, February 22, February 23, 2020 2019 2020 2019 Net income $ 6,942 $ 5,796 $ 24,218 $ 22,101 Basic: Weighted average shares 32,159 31,890 31,954 31,784 Diluted: Weighted average shares 32,159 31,890 31,954 31,784 Potentially dilutive shares 339 480 396 644 Total dilutive shares 32,498 32,370 32,350 32,428 Net income per common share: Basic $ 0.22 $ 0.18 $ 0.76 $ 0.70 Dilutive $ 0.21 $ 0.18 $ 0.75 $ 0.68 Anti-dilutive shares not included above 4,274 3,716 3,749 3,313 Financial Instruments The fair value of the Company’s financial instruments reflects the amounts that the Company estimates it will receive in connection with the sale of an asset in an orderly transaction between market participants at the measurement date (exit price). The fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels: Level 1 – Quoted prices in active markets for identical assets and liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets. Level 3 – Unobservable inputs. Contingent consideration liability is for estimated future contingent consideration payments related to the Company’s acquisitions. Total contingent consideration liabilities were $7.8 million and $2.2 million as of February 22, 2020 and May 25, 2019, respectively. The fair value measurement of the liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. The significant unobservable inputs used in the fair value measurement of the contingent consideration liability are the Company’s measures of the estimated payouts based on internally generated financial projections and discount rates. The fair value of contingent consideration liability is reassessed on a quarterly basis by the Company using additional information as it becomes available, and any change in the fair value estimates are recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations. See Note 3 – Acquisitions and Dispositions . The Company’s short-term investments were $6.0 million as of May 25, 2019. The short-term investments represented commercial papers with original contractual maturities between three months and one year and were considered “held-to-maturity” securities. The investments were measured using quoted prices in markets that are not active (Level 2). The Company's financial instruments, including cash, accounts receivable, accounts payable, accrued expenses and long-term debt are carried at cost, which approximates their fair value because of the short ‑term maturity of these instruments or because their stated interest rates are indicative of market interest rates. Recent Accounting Pronouncements Adopted Effective as of the beginning of fiscal year 2020, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases, ASU No. 2018-10, Codification Improvements to Topic 842 (Leases) and ASU No. 2018-11, Targeted Improvements to Topic 842 (Leases). The guidance is intended to increase transparency and comparability among companies for leasing transactions, including a requirement for companies that lease assets to recognize on their balance sheets the assets and liabilities for the rights and obligations created by those leases. The guidance also provides for disclosures that allow the users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases . The Company adopted the guidance on May 26, 2019 using the modified retrospective method without restatement of comparative periods. As such, periods prior to the date of adoption are presented in accordance with ASC 840 - Leases. The Company utilized the available practical expedient that allowed the Company to not reassess whether existing contracts contain a lease under the new definition of a lease, the lease classification for existing leases, whether previously capitalized initial direct costs would qualify for capitalization under the new guidance and recognize leases with an initial term of 12 months or less on a straight-line basis without recognizing a right-of-use (“ROU”) asset or operating lease liability. The adoption of this guidance had a material impact on the Consolidated Balance Sheet beginning May 26, 2019 due to the recognition of ROU assets and lease liabilities for the Company's portfolio of operating leases. The adoption of the guidance had an immaterial impact on the Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income and Consolidated Statements of Cash Flows for the three and nine months ended February 22, 2020. Additional information and disclosures required by the new standard are contained in Note 5, Leases . |
Acquisitions And Dispositions
Acquisitions And Dispositions | 9 Months Ended |
Feb. 22, 2020 | |
Acquisitions And Dispositions [Abstract] | |
Acquisitions And Dispositions | 3. Acquisitions and Dispositions Acquisition of Expertence On November 30, 2019, the Company acquired Expertforce Interim Projects GmBH, LLC (“Expertence”), a leading provider of professional interim management services, based in Munich Germany. With the acquisition of Expertence, the Company is able to offer a full range of project and management consulting services in the Germany market. The Company paid initial cash consideration of $0.4 million. The initial consideration is subject to final adjustments for the impact of working capital as defined in the purchase agreement. In addition, the purchase agreement requires earn-out payments to be made based on performance over an 18-month period ending on May 31, 2021 . The Company is obligated to pay the former owners of Expertence contingent consideration if certain revenue targets are achieved, up to a maximum of $0.3 million. In determining the fair value of the contingent consideration liability, the Company used an estimate based on a number of possible projections over the earnout period and applied a probability to each possible outcome. Given the short duration of the earnout period, the fair value of contingent liability was measured on an undiscounted basis. Each reporting period, the Company will estimate changes in the fair value of contingent consideration and any change in fair value will be recognized in the Company’s Consolidated Statements of Operations. The estimate of fair value of contingent consideration requires very subjective assumptions to be made of various potential revenue results. We do not expect future revisions to these assumptions to materially change the estimate of the fair value of contingent consideration and the Company’s future operating results. Fair value of consideration transferred (in thousands): Cash $ 383 Estimated initial contingent consideration 305 Total $ 688 Cash and cash equivalents $ 11 Accounts receivable 215 Prepaid expenses and other current assets 7 Intangible assets: Computer software ( 24 months useful life) 184 Total identifiable assets 417 Accounts payable 196 Accrued expenses and other current liabilities 8 Deferred tax liability 59 Total liabilities assumed 263 Net identifiable assets acquired 154 Goodwill 534 Net assets acquired $ 688 Results of operations of Expertence are included in the Consolidated Statements of Operations from the date of acquisition and w ere not material to the Company’s consolidated results. During the third quarter of fiscal 2020, the Company incurred $0.1 million in acquisition costs which were recorded in selling, general and administrative expenses in the Consolidated Statement of Operations. Acquisition of Veracity On July 31, 2019, the Company acquired Veracity Consulting Group, LLC (“Veracity”), a fast-growing, digital transformation firm based in Richmond, Virginia, that delivers innovative solutions to the Fortune 500 and leading healthcare organizations. The acquisition of Veracity is a step in accelerating the Company’s stated objective to enhance its digital capabilities and allows the Company to offer comprehensive end-to-end solutions to its clients by combining Veracity’s customer-facing offerings with the Company’s depth of experience in transforming the back office. The Company paid initial cash consideration of $30.3 million (net of $2.1 million cash acquired). The initial consideration is subject to final adjustments for the impact of the Internal Revenue Code Section 338(h)(10) joint election between the Company and former owners of Veracity and working capital as defined in the purchase agreement. In addition, the purchase agreement requires earn-out payments to be made based on performance after each of the first and second anniversary of the acquisition date. The Company is obligated to pay the former owners of Veracity contingent consideration if certain earnings before interest, taxes, depreciation and amortization (“EBITDA”) requirements are achieved. In determining the fair value of the contingent consideration liability, the Company used the Monte Carlo simulation modeling which included the application of an appropriate discount rate (Level 3 fair value) . Each reporting period, the Company will estimate changes in the fair value of contingent consideration and any change in fair value will be recognized in the Company’s Consolidated Statements of Operations. The estimate of fair value of contingent consideration requires very subjective assumptions to be made of various potential EBITDA results and discount rates. Future revisions to these assumptions could materially change the estimate of the fair value of contingent consideration and therefore could materially affect the Company’s future operating results. During the quarter ended August 24, 2019, the Company made an initial provisional allocation of the purchase price for Veracity based on the fair value of the assets acquired and liabilities assumed, with the residual amount recorded as goodwill, in accordance with Accounting Standards Codification (“ASC”) 805. The Company’s initial purchase price allocation considered a number of factors, including the valuation of identifiable intangible assets and contingent consideration. During the three months ended November 23, 2019, the Company adjusted the previously reported provisional allocation of the purchase price to reflect new information obtained during the quarter, which resulted in changes in expected future performance and cash flows as of the acquisition date. There were no additional adjustments to the provisional purchase price allocation during the three months ended February 22, 2020. The following table provides a summary of the adjusted provisional purchase price allocation. Fair value of consideration transferred (in thousands): Cash $ 32,314 Estimated initial contingent consideration 6,290 Total $ 38,604 Recognized provisional amounts of identifiable assets acquired and liabilities assumed (in thousands): Cash and cash equivalents $ 2,056 Accounts receivable 3,299 Prepaid expenses and other current assets 116 Intangible assets: Backlog ( 17 months useful life) 1,210 Customer relationships ( 7 years useful life) 9,300 Trademarks ( 3 years useful life) 570 Property and equipment 117 Total identifiable assets 16,668 Accounts payable 305 Accrued expenses and other current liabilities 712 Total liabilities assumed 1,017 Net identifiable assets acquired 15,651 Goodwill 22,953 Net assets acquired $ 38,604 The remeasured purchase price allocation above may be subject to further adjustments during the measurement period if new information is obtained about facts and circumstances that existed as of the acquisition date. A final determination of fair value of assets acquired and liabilities assumed relating to the acquisition could differ from the stated purchase price allocation. As of the acquisition date, the gross contractual amount of accounts receivable of $3.3 million was expected to be fully collected. During the three and nine months ended February 22, 2020, the fair value of contingent consideration decreased by $0.8 million and $0.6 million, respectively. Such amounts were recorded in selling, general and administrative expense in the Consolidated Statement s of Operations. As of February 22, 2020, the contingent consideration liability was $5.6 million of which $3.0 million was included in Other current liabilities and $2.6 million was included in Long-term liabilities in the Consolidated Balance Sheet. The change in fair value of contingent consideration from the remeasurement was recorded in selling, general and administrative expense in the Consolidated Statement of Operations for the three months ended February 22, 2020. Results of operations of Veracity are included in the Consolidated Statements of Operations from the date of acquisition. Veracity contributed $5.4 million and $12.6 million to consolidated revenue and $1.1 million and $2.5 million to income from operations in the three and nine months ended February 22, 2020, respectively. T he Company incurred $0.6 million in acquisition costs which were recorded in selling, general and administrative expenses in the Consolidated Statement of Operations for the nine months ended February 22, 2020. Prior Period Acquisitions During fiscal 2018, the Company completed two acquisitions, the acquisition of Taskforce – Management on Demand AG (“Taskforce”) and Accretive Solutions, Inc. (“Accretive”). See Note 3 to the consolidated financial statements included in Part II, Item 8 in the Fiscal Year 2019 Form 10-K for additional detail. During the three months ended Febr uary 22, 2020, the Company did not have any material adjustment to the contingent consideration liability relating to Taskforce. A final c ontingent consideration payment of € 1. 6 million ( $1.8 million) was paid to the sellers of Taskforce on March 30 , 2020. In addition, on October 14, 2019, the Company reached a final settlement on a pre-acquisition claim with the seller of Accretive. As a part of the settlement, the Company issued 82,762 shares of common stock to the seller and received $0.6 million in cash from the escrow. The resulting gain of $0.5 million was included in Other (income) expense in the Consolidated Statements of Operations for the nine months ended February 22, 2020. Dispositions On September 2, 2019, the Company completed the sale of certain assets and liabilities of its foreign subsidiary, Resources Global Professionals Sweden AB, to Capacent Holding AB (publ), a Swedish public company, for SEK1,016,862 (approximately $105,000 ) in cash resulting in a loss on sale of assets of approximately $38,000 . As a part the sale, the Company transferred the majority of its local customer contracts, the existing office lease as well as all its employee consultants. As a result of the sale, the nearby Denmark and Norway markets also discontinued serving local Sweden customer contracts. The Company expects to continue to serve its global client base and to a lesser extent, its remaining local client contracts, in Sweden and Denmark. In addition, during the quarter ended February 22, 2020, the Company continued to wind down business in the Belgium, (including its wholly owned subsidiary in Luxembourg) and Norway markets . The Company expects to fully dissolve all three entities by the end of fiscal 202 0. In connection with the foregoing sale of assets and exit activities, the Company incurred costs of approximately $0.7 million primarily related to employee termination benefits. Such expenses were included in selling, general and administrative expenses in the Consolidated Statements of Operations for the nine months ended February 22, 2020. None of the markets sold or exited are considered strategic components of the Company’s operations. In connection with exiting the above-mentioned entities, the Company analyzed the facts and circumstances regarding its historical and current investments, along with its associated accounting and tax positions. Based on the analysis, the Company recorded a tax benefit related to the worthless stock loss in the investment in its wholly owned subsidiaries as well as worthless loans to these subsidiaries. See Note 6 – Income taxes. |
Intangible Assets And Goodwill
Intangible Assets And Goodwill | 9 Months Ended |
Feb. 22, 2020 | |
Intangible Assets And Goodwill [Abstract] | |
Intangible Assets And Goodwill | 4. Intangible Assets and Goodwill The following table summarizes details of the Company’s intangible assets and related accumulated amortization (amounts in thousands): As of February 22, 2020 As of May 25, 2019 Accumulated Accumulated Gross Amortization Net Gross Amortization Net Customer contracts and relationships ( 3 -8 years) $ 23,738 $ (5,780) $ 17,958 $ 14,495 $ (3,439) $ 11,056 Tradenames ( 3 -10 years) 4,916 (2,399) 2,517 4,407 (1,563) 2,844 Backlog ( 17 months) 1,210 (468) 742 - - - Consultant list ( 3 years) 757 (642) 115 783 (462) 321 Non-compete agreements ( 3 years) 866 (733) 133 896 (528) 368 Computer software ( 2 years) 181 (23) 158 - - - Total $ 31,668 $ (10,045) $ 21,623 $ 20,581 $ (5,992) $ 14,589 The Company recorded amortization expense of $1.5 million and $0.9 million for the three months ended February 22, 2020 and February 23, 2019, respectively, and $4.2 million and $2.9 million for the nine months ended February 22, 2020 and February 23, 2019, respectively. The following table summarizes future estimated amortization expense related to intangible assets (in thousands): Fiscal Years Ending 2020 2021 2022 2023 2024 Expected amortization expense $ 5,741 $ 4,589 $ 3,331 $ 3,133 $ 3,097 The estimates of future intangible asset amortization expense do not incorporate the potential impact of future currency fluctuations when translating the financial results of the Company’s international operations that have amortizable intangible assets into U.S. dollars. The following table summarizes the activity in the Company’s goodwill balance (in thousands): February 22, February 23, 2020 2019 Goodwill, beginning of year $ 190,815 $ 191,950 Acquisitions- (see Note 3) 23,487 - Impact of foreign currency exchange rate changes (851) (801) Goodwill, end of period $ 213,451 $ 191,149 |
Leases
Leases | 9 Months Ended |
Feb. 22, 2020 | |
Leases [Abstract] | |
Leases | 5. Leases The Company currently leases office space, vehicles and certain equipment under operating leases expiring through 2028. Operating leases include fixed payments plus, in some cases, scheduled base rent increases over the term of the lease. Certain leases require variable payments of common area maintenance, operating expenses and real estate taxes applicable to the property. Variable payments are excluded from the measurements of lease liabilities and are expensed as incurred. Any tenant improvement allowances received from the lessor are recorded as a reduction to rent expense over the term of the lease. No lease agreements contain any residual value guarantees or material restrictive covenants. Certain of the Company's leases include one or more options to renew or terminate the lease at the Company’s discretion. Generally, the renewal and termination options are not included in the right-of-use assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates lease renewal and termination options and , when they are reasonably certain of exercise, includes the renewal or termination option in the lease term. The Company measures the lease liability for each leased asset at the present value of lease payments, as defined in ASC 842, discounted using an incremental borrowing rate. As most of the Company’s leases do not provide an implicit interest rate, the Company utilizes its incremental borrowing rate based on the information available at the commencement date of the lease in determining the present value of lease payments. The Company has a centrally managed treasury function; therefore, a portfolio approach is applied in determining the incremental borrowing rate. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a fully collateralized basis over a similar term in an amount equal to the total lease payments in a similar economic environment. The Company’s right-of-use assets are equal to the lease liabilities, adjusted for lease incentives received, including tenant improvement allowances, deferred rent, and prepayments made to the lessor. In some instances, the Company sublease excess office space to third party tenants. The Company does not recognize liabilities or right-of-use assets for leases with an initial term of 12 months or less. Lease cost components included within selling, g eneral and administrative expenses in the Consolidated Statements of Operations were as follows (in thousands): Three Months Ended Nine Months Ended February 22, 2020 February 22, 2020 Operating lease cost $ 3,159 $ 9,275 Short-term lease cost 124 322 Variable lease cost 562 1,762 Sublease income (230) (536) Total lease cost $ 3,615 $ 10,823 Supplemental cash flow information related to the Company's operating leases were as follows (in thousands): Nine Months Ended February 22, 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 9,783 Right-of-use assets obtained in exchange for lease obligations $ 5,101 The weighted average remaining lease term and weighted average discount rate for our operating leases were as follows: As of February 22, 2020 Weighted average remaining lease term 4.5 years Weighted average discount rate 4.12% The m aturities of operating lease liabilities were as follows as of February 22, 2020 (in thousands): Years Ending : Operating Lease Maturity May 30, 2020 (excluding the nine months ended February 22, 2020) $ 3,299 May 29, 2021 12,696 May 28, 2022 10,955 May 27, 2023 8,561 May 25, 2024 7,057 Thereafter 6,570 Total operating lease payments $ 49,138 Less: Imputed interest (4,361) Present value of operating lease liabilities $ 44,777 |
Income Taxes
Income Taxes | 9 Months Ended |
Feb. 22, 2020 | |
Income Taxes [Abstract] | |
Income Taxes | 6. Income Taxes In general, the Company’s income tax provision primarily includes tax expense (benefit) on operating results of the Company’s U.S. and foreign entities, all taxed at different statutory rates applicable in the various tax jurisdictions, changes in valuation allowances related to tax benefits of certain foreign locations and tax expense (benefit) related to stock-based compensation for nonqualified stock options and for disqualifying dispositions under the Company’s Employee Stock Purchase Plan (“ESPP”). The Company records income tax expense (benefit) based upon actual results versus a forecasted tax rate because of the volatility in its international operations that span numerous tax jurisdictions. Income tax (benefit) expense was ($4.0) million, an effective tax benefit rate of ( 135 %), a nd $3.8 million, an effective tax rate of 40 %, for the three months ended February 22, 2020 and February 23, 2019, respectively. Income tax expense was $4.0 million, an effective tax rate of 14 %, and $12.5 million, an effective tax rate of 36 %, for the nine months ended February 22, 2020 and February 23, 2019, respectively. The income tax ( benefit ) for the three months ended February 22, 2020 compared to the income tax expense for the prior year quarter was primarily the result of a deduction related to a worthless stock loss in the Company’s investment in its wholly owned subsidiaries as well as lower operating results. The Company, after analyzing the facts and circumstances, determined to no longer invest in the Belgium, Luxembourg and the Nordics markets which includes Sweden and Norway. The Company has maintained a permanent investment position and, therefore, has not previously recorded a deferred tax asset for the basis differences of these entities. The financial results of these entities have created an excess of tax basis over the book basis in which the worthless stock that will be deducted for income tax purposes is approximately $25.8 million, resulting in an estimated net tax benefit of $6.6 million. Management has analyzed these transactions and determined that these worthless stock deductions qualify as ordinary losses . In addition, the Company took a deduction relating to worthless loans of approximately $4.5 million which is also treated as ordinary losses, resulting in a net tax benefit of $0.7 million after the offset of the estimated global intangible low-taxed income (“GILTI”) t ax. While m anagement believes this is a proper income tax deduction, the deduction may be subject to examination by tax authorities and thus , management has determined this tax benefit to be an uncertain tax position. Accordingly, the Company fully reserved for the tax benefit associated with the worthless loan deduction. The reserve includes offsetting the federal and state benefit s , by the estimated GILTI tax increase. The income tax expense for the nine months ended February 22, 2020 compared to the income tax expense for the prior year nine months was primarily the result of a deduction discussed above as well as lower operating results. The Company recognized a net tax expense of approximately of $0.7 million and $0.2 million related to stock-based compensation for nonqualified stock options expensed and for disqualifying dispositions under the Company’s ESPP d uring the three months ended February 22, 2020 and February 23, 2019, respectively. The Company recognized a tax expense of approximately breakeven and $0.2 million related to stock-based compensation for nonqualified stock options expensed and for disqualifying dispositions under the ESPP during the first nine months of fiscal 2020 and fiscal 2019, respectively. The net tax expense results from expiring stock option s during these periods. Periodically, the Company reviews the components of both book and taxable income to analyze the adequacy of the tax provision. There can be no assurance that the Company’s effective tax rate will remain constant in the future because of the lower benefit from the U.S. statutory rate for losses in certain foreign jurisdictions, the limitation on the benefit for losses in jurisdictions in which a valuation allowance for operating loss carryforwards has previously been established, and the unpredictability of timing and the amount of eligible disqualifying incentive stock options exercises. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Feb. 22, 2020 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 7. Long-Term Debt The Company has a $120 million secured revolving credit facility (“Facility”) with Bank of America, consisting of (i) a $90 million revolving loan facility (“Revolving Loan”), which includes a $5 million sublimit for the issuance of standby letters of credit, and (ii) a $30 million reducing revolving loan facility (“Reducing Revolving Loan”), any amounts of which may not be reborrowed after being repaid. The Facility is available for working capital and general corporate purposes, including potential acquisitions and stock repurchases. The Company’s obligations under the Facility are guaranteed by all of the Company’s domestic subsidiaries and secured by essentially all assets of the Company, Resources Connection LLC and their respective domestic subsidiaries, subject to certain customary exclusions. Borrowings under the Facility bear interest at a rate per annum of either, at the Company’s option, (i) a London Interbank Offered Rate (“LIBOR”) defined in the Facility plus a margin of 1.25% or 1.50% or (ii) an alternate base rate, plus a margin of 0.25% or 0.50% , with the applicable margin depending on the Company's consolidated leverage ratio. The alternate base rate is the highest of (i) Bank of America’s prime rate, (ii) the federal funds rate plus 0.50% and (iii) the Eurodollar rate plus 1.0% . The Company pays an unused commitment fee on the average daily unused portion of the Facility at a rate of 0.15% to 0.25% depending upon on the Company’s consolidated leverage ratio. The Facility expires October 17, 2021 . The Facility contains both affirmative and negative covenants. Covenants include, but are not limited to, limitations on the Company’s and its subsidiaries’ ability to incur liens, incur additional indebtedness, make certain restricted payments, merge or consolidate and make dispositions of assets. In addition, the Facility requires the Company to comply with financial covenants limiting the Company’s total funded debt, minimum interest coverage ratio and maximum leverage ratio. The Company was compliant with all financial covenants under the Facility as of February 22, 2020. Upon the occurrence of an event of default under the Facility, the lender may cease making loans, terminate the Facility and declare all amounts outstanding to be immediately due and payable. The Facility specifies a number of events of default (some of which are subject to applicable grace or cure periods), including, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. The Company’s borrowings on the Facility were $ 49 .0 million as of February 22, 2020, all of which were under the Revolving Loan. In addition, the Company had $1.5 million of outstanding letters of credit issued under the Revolving Loan as of February 22, 2020. The Company has $39.5 million remaining to borrow under the Revolving Loan and $30.0 million remaining under the Reducing Revolving Loan as of February 22, 2020. As of February 22, 2020, the interest rate on the Company’s borrowings were as follows (amounts in thousands, except percentages): Principal Balance Base Rate Libor Rate Interest Rate $ 25,000 1.25% 6-month 1.93% 3.18% 24,000 1.25% 2-month 1.81% 3.06% $ 49,000 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Feb. 22, 2020 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Stock Repurchase Program In July 2015, the Company’s board of directors approved a stock repurchase program (the “July 2015 program”), authorizing the repurchase, at the discretion of the Company’s senior executives, of the Company’s common stock for an aggregate dollar limit not to exceed $150 million. Repurchases under the program may take place in the open market or in privately negotiated transactions and may be made pursuant to a Rule 10b5-1 plan. During the three months ended February 22, 2020, the Company purchased 318,430 shares of its common stock on the open market at an average price of $15. 70 per share, for approximately $5.0 million. As of February 22, 2020, approximately $85.1 million remained available for future repurchases of the Company’s common stock under the July 2015 program. Quarterly Dividend Subject to approval each quarter by its board of directors, the Company pays a regular quarterly cash dividend. On January 23, 2020 the Company’s board of directors declared a quarterly cash dividend of $0.14 per common share. The dividend of approximately $4.5 million was paid on March 19, 2020 to the holders on record on February 20, 2020 and is accrued in the Company’s Consolidated Balance Sheet as of February 22, 2020. Continuation of the quarterly dividend is at the discretion of the board of directors and depends upon the Company’s financial condition, results of operations, capital requirements, general business condition, contractual restrictions contained in the Company’s current credit agreements and other agreements, and other factors deemed relevant by the board of directors. |
Supplemental Disclosure Of Cash
Supplemental Disclosure Of Cash Flow Information | 9 Months Ended |
Feb. 22, 2020 | |
Supplemental Disclosure Of Cash Flow Information [Abstract] | |
Supplemental Disclosure Of Cash Flow Information | 9. Supplemental Disclosure of Cash Flow Information The following table presents information regarding income taxes paid, interest paid and non-cash investing and financing activities (amounts in thousands): Nine Months Ended February 22, February 23, 2020 2019 Income taxes paid $ 8,163 $ 11,640 Interest paid $ 1,669 $ 1,878 Non-cash investing and financing activities: Capitalized leasehold improvements paid directly by landlord $ 59 $ 1,211 Acquisition of Veracity: Liability for contingent consideration $ 5,580 $ - Acquisition of taskforce : Liability for contingent consideration $ 1,840 $ 4,202 Acquisition of Expertence: Liability for contingent consideration $ 302 $ - Acquisition of Accretive: Issuance of common stock $ 1,141 $ - Dividends declared, not paid $ 4,501 $ 4,147 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 9 Months Ended |
Feb. 22, 2020 | |
Stock-Based Compensation Plans [Abstract] | |
Stock-Based Compensation Plans | 10. Stock-Based Compensation Plans General Executive officers and employees, as well as non-employee directors of the Company and certain consultants and advisors to the Company, are eligible to participate in the Company’s 2014 Performance Incentive Plan ("2014 Plan"). The 2014 Plan was approved by stockholders on October 23, 2014 and replaced and succeeded in its entirety the Resources Connection, Inc. 2004 Performance Incentive Plan and the 1999 Long Term Incentive Plan . As of February 22, 2020, 1,197,000 shares were available for award grant purposes under the 2014 Plan, subject to future increases as described in the 2014 Plan. Awards under the 2014 Plan may include, but are not limited to, stock options, restricted stock units and restricted stock grants, including restricted stock units under the Company’s Directors Deferred Compensation Plan. Stock option grants generally vest in equal annual installments over four years and terminate ten years from the date of grant. Restricted stock award vesting is determined on an individual grant basis. Awards of restricted stock under the 2014 Plan will be counted against the available share limit as two and a half shares for every one share actually issued in connection with the award. The Company’s policy is to issue shares from its authorized shares upon the exercise of stock options. Stock Options and Restricted Stock The following table summarizes the stock option activity for the nine months ended February 22, 2020 (number of shares under option and aggregate intrinsic value in thousands): Number of Shares Under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at May 25, 2019 6,029 $ 15.95 6.06 $ 5,482 Granted, at fair market value 1,318 17.37 Exercised (376) 13.63 Forfeited (409) 17.38 Expired (551) 17.11 Outstanding at February 22, 2020 6,011 $ 16.12 6.52 $ 1,982 Exercisable at February 22, 2020 3,452 $ 15.13 4.71 $ 1,982 Vested and expected to vest at February 22, 2020 5,744 $ 16.04 6.33 $ 1,982 The aggregate intrinsic value in the table above represents the total pretax intrinsic value, which is the difference between the Company’s closing stock price on the last trading day of the third quarter of fiscal 2020 and the exercise price multiplied by the number of shares that would have been received by the option holders if they had exercised their “in the money” options on February 22, 2020. This amount will change based on changes in the fair market value of the Company’s common stock. The total pre-tax intrinsic value related to stock options exercised during the three months ended February 22, 2020 and February 23, 2019 was $0.4 million and $1.9 million, respectively, and during the nine months ended February 22, 2020 and February 23, 2019 was $1.2 million and $5.0 million, respectively. As of February 22, 2020, there was $11.7 million of total unrecognized compensation cost related to unvested employee stock options granted. That cost is expected to be recognized over a weighted-average period of 1.9 years. The Company granted 28,372 and 21,537 shares of restricted stock during the nine months ended February 22, 2020 and February 23, 2019, respectively. As of February 22, 2020, there were 177,002 unvested restricted shares, including restricted stock units under the Directors Deferred Compensation Plan, with approximately $2.5 million of remaining unrecognized compensation cost. Stock-Based Compensation Expense Stock-based compensation expense included in selling, general and administrative expenses was $1.5 million and $ 1.9 million for the three months ended February 22, 2020 and February 23, 2019, respectively, and $4.6 million and $5.0 million for the nine months ended February 22, 2020 and February 23, 2019, respectively. These amounts consisted of stock-based compensation expense related to employee stock options, employee stock purchases made via the ESPP, restricted stock awards and stock units credited under the Directors Deferred Compensation Plan. The Company recognizes compensation expense for only the portion of stock options and restricted stock that is expected to vest, rather than recording forfeitures when they occur. If the actual number of forfeitures differs from that estimated by management, additional adjustments to compensation expense may be required in future periods. There were no capitalized share-based compensation costs during the nine months ended February 22, 2020 or February 23, 2019. Employee Stock Purchase Plan On October 15, 2019, the Company’s stockholders approved the 2019 ESPP which supersedes the 2014 ESPP. The maximum number of shares of the Company’s common stock that were authorized for issuance under the 2019 ESPP is 1,825,000 . All unissued shares under the 2014 ESPP are no longer available. The ESPP allows qualified employees (as defined in the ESPP) to purchase designated shares of the Company’s common stock at a price equal to 85% of the lesser of the fair market value of common stock at the beginning or end of each semi-annual stock purchase period. The ESPP’s term expires July 16, 2029. The Company issued 399,000 and 358,000 shares of common stock pursuant to the ESPP during the nine months ended February 22, 2020 and the year ended May 25, 2019, respectively. There were 1,641,000 shares of common stock available for issuance under the ESPP as of February 22, 2020. |
Segment Information And Enterpr
Segment Information And Enterprise Reporting | 9 Months Ended |
Feb. 22, 2020 | |
Segment Information And Enterprise Reporting [Abstract] | |
Segment Information And Enterprise Reporting | 11. Segment Information and Enterprise Reporting The Company discloses information regarding operations outside of the U.S. The Company operates as one segment. The accounting policies for the domestic and international operations are the same as those described in Note 2 — Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements included in the Company’s Fiscal Year 2019 Form 10-K. Summarized information regarding the Company’s domestic and international operations is shown in the following table (amounts in thousands): Revenue for the Revenue for the Three Months Ended Nine Months Ended Long-Lived Assets (1) as of February 22, February 23, February 22, February 23, February 22, May 25, 2020 2019 2020 2019 2020 2019 United States $ 136,149 $ 142,409 $ 422,197 $ 432,539 $ 260,099 $ 200,385 International 31,903 37,089 102,587 114,316 38,024 31,651 Total $ 168,052 $ 179,498 $ 524,784 $ 546,855 $ 298,123 $ 232,036 (1) Long-lived assets are comprised of goodwill, intangible assets and property and equipment. Long-lived assets as of February 22, 2020 included the Company’s operating right-of-use assets which were added as a result of the Company’s adoption of ASC 842 Leases. See Note 5 — Leases. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Feb. 22, 2020 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | 12. Legal Proceedings The Company is involved in certain legal matters arising in the ordinary course of business. In the opinion of management, all such matters, if disposed of unfavorably, would not have a material adverse effect on the Company’s financial position, cash flows or results of operations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Feb. 22, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On February 27, 2020, the Company’s management and board of directors committed to a restructuring plan to reduce approximately 7.5% of our management and administrative workforce and consolidate its geographic presence to certain key markets. The restructuring plan was designed to streamline the Company’s organizational structure, reduce operating costs and more effectively align resources to business priorities. The majority of employees impacted by the reduction in force are expected to exit before the end of fiscal 2020, with the remainder exiting in the first quarter of fiscal 2021. Based on management’s rationalization of its real estate footprint, a plan was put in place to terminate or sublet 26% of its real estate leases by the end of the 2020 calendar year. The Company expect to incur $4 million to $5 million of restructuring charges relating to employee termination costs, of which approximately $3 million will be incurred in the fourth quarter of fiscal 2020. In connection with real estate restructuring, the Company expects to incur $1 million of lease termination costs, costs associated with existing real estate facilities and non-cash asset write-offs. Further charges are expected in fiscal 2021 as the Company completes the restructuring plan. In March 2020, as events relating to COVID-19 continued to develop globally and impact the capital markets, in an abundance of caution the Company borrowed $39.0 million under the Facility to provide substantial liquidity in the event that COVID-19 persists. As of March 24, 2020, t he Company has $0.5 million remaining to borrow under the Revolving Loan and $30.0 million remaining under the Reducing Revolving Loan. On March 27, 2020, the President of the United States signed the Coronavirus Aid Relief, and Economic Security (CARES) Act into law. The Act includes several significant provisions for corporations, including the usage of net operating losses, interest deductions and payroll benefits. The Company is evaluating the impact, if any, this Act will have on the Company’s financials and required disclosures. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policy) | 9 Months Ended |
Feb. 22, 2020 | |
Summary Of Significant Accounting Policies [Abstract] | |
Interim Financial Information | Interim Financial Information The financial information as of and for the three and nine months ended February 22, 2020 and February 23, 2019 is unaudited but includes all adjustments (consisting only of normal recurring adjustments) the Company considers necessary for a fair presentation of its financial position at such dates and the operating results and cash flows for those periods. The fiscal 2019 year-end balance sheet data was derived from audited financial statements, and certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”) have been condensed or omitted pursuant to Securities and Exchange Commission (“SEC”) rules or regulations; however, the Company believes the disclosures made are adequate to make the information presented not misleading. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year. These interim financial statements should be read in conjunction with the audited financial statements for the year ended May 25, 2019 , which are included in the Company’s Annual Report on Form 10-K (“Fiscal Year 2019 Form 10-K”) which was filed with the SEC on July 19, 2019 (File No. 000-32113). The Company's significant accounting policies are described in Note 2 to the consolidated financial statements included in the Fiscal Year 2019 Form 10-K. The Company has reviewed its accounting policies, identifying those that it believes to be critical to the preparation and understanding of its consolidated financial statements in the list set forth below. See the disclosure under the heading "Critical Accounting Policies" in Item 7 of Part II of the Fiscal Year 2019 Form 10-K for a detailed description of these policies and their potential effects on the Company’s results of operations and financial condition. · Allowance for doubtful accounts · Income taxes · Revenue recognition · Stock-based compensation · Valuation of long-lived assets · Business combinations |
Use Of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes these estimates and assumptions are adequate, actual results could differ from the estimates and assumptions used. |
Net Income Per Share Information | Net Income Per Share Information The Company presents both basic and diluted earnings per common share (“EPS”). Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS is based upon the weighted average number of common and common equivalent shares outstanding during the period, calculated using the treasury stock method for stock options and unvested restricted stock. Under the treasury stock method, assumed proceeds include the amount the employee must pay for exercising stock options and the amount of compensation cost for future services the Company has not yet recognized. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price per common share over the period are anti-dilutive and are excluded from the calculation. The following table summarizes the calculation of net income per common share for the periods indicated (in thousands, except per share amounts): Three Months Ended Nine Months Ended February 22, February 23, February 22, February 23, 2020 2019 2020 2019 Net income $ 6,942 $ 5,796 $ 24,218 $ 22,101 Basic: Weighted average shares 32,159 31,890 31,954 31,784 Diluted: Weighted average shares 32,159 31,890 31,954 31,784 Potentially dilutive shares 339 480 396 644 Total dilutive shares 32,498 32,370 32,350 32,428 Net income per common share: Basic $ 0.22 $ 0.18 $ 0.76 $ 0.70 Dilutive $ 0.21 $ 0.18 $ 0.75 $ 0.68 Anti-dilutive shares not included above 4,274 3,716 3,749 3,313 |
Financial Instruments | Financial Instruments The fair value of the Company’s financial instruments reflects the amounts that the Company estimates it will receive in connection with the sale of an asset in an orderly transaction between market participants at the measurement date (exit price). The fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels: Level 1 – Quoted prices in active markets for identical assets and liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets. Level 3 – Unobservable inputs. Contingent consideration liability is for estimated future contingent consideration payments related to the Company’s acquisitions. Total contingent consideration liabilities were $7.8 million and $2.2 million as of February 22, 2020 and May 25, 2019, respectively. The fair value measurement of the liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. The significant unobservable inputs used in the fair value measurement of the contingent consideration liability are the Company’s measures of the estimated payouts based on internally generated financial projections and discount rates. The fair value of contingent consideration liability is reassessed on a quarterly basis by the Company using additional information as it becomes available, and any change in the fair value estimates are recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations. See Note 3 – Acquisitions and Dispositions . The Company’s short-term investments were $6.0 million as of May 25, 2019. The short-term investments represented commercial papers with original contractual maturities between three months and one year and were considered “held-to-maturity” securities. The investments were measured using quoted prices in markets that are not active (Level 2). The Company's financial instruments, including cash, accounts receivable, accounts payable, accrued expenses and long-term debt are carried at cost, which approximates their fair value because of the short ‑term maturity of these instruments or because their stated interest rates are indicative of market interest rates. |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted Effective as of the beginning of fiscal year 2020, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases, ASU No. 2018-10, Codification Improvements to Topic 842 (Leases) and ASU No. 2018-11, Targeted Improvements to Topic 842 (Leases). The guidance is intended to increase transparency and comparability among companies for leasing transactions, including a requirement for companies that lease assets to recognize on their balance sheets the assets and liabilities for the rights and obligations created by those leases. The guidance also provides for disclosures that allow the users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases . The Company adopted the guidance on May 26, 2019 using the modified retrospective method without restatement of comparative periods. As such, periods prior to the date of adoption are presented in accordance with ASC 840 - Leases. The Company utilized the available practical expedient that allowed the Company to not reassess whether existing contracts contain a lease under the new definition of a lease, the lease classification for existing leases, whether previously capitalized initial direct costs would qualify for capitalization under the new guidance and recognize leases with an initial term of 12 months or less on a straight-line basis without recognizing a right-of-use (“ROU”) asset or operating lease liability. The adoption of this guidance had a material impact on the Consolidated Balance Sheet beginning May 26, 2019 due to the recognition of ROU assets and lease liabilities for the Company's portfolio of operating leases. The adoption of the guidance had an immaterial impact on the Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income and Consolidated Statements of Cash Flows for the three and nine months ended February 22, 2020. Additional information and disclosures required by the new standard are contained in Note 5, Leases . |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 9 Months Ended |
Feb. 22, 2020 | |
Summary Of Significant Accounting Policies [Abstract] | |
Calculation Of Net Income Per Share | Three Months Ended Nine Months Ended February 22, February 23, February 22, February 23, 2020 2019 2020 2019 Net income $ 6,942 $ 5,796 $ 24,218 $ 22,101 Basic: Weighted average shares 32,159 31,890 31,954 31,784 Diluted: Weighted average shares 32,159 31,890 31,954 31,784 Potentially dilutive shares 339 480 396 644 Total dilutive shares 32,498 32,370 32,350 32,428 Net income per common share: Basic $ 0.22 $ 0.18 $ 0.76 $ 0.70 Dilutive $ 0.21 $ 0.18 $ 0.75 $ 0.68 Anti-dilutive shares not included above 4,274 3,716 3,749 3,313 |
Acquisitions And Dispositions (
Acquisitions And Dispositions (Tables) | 9 Months Ended |
Feb. 22, 2020 | |
Expertence [Member] | |
Business Acquisition [Line Items] | |
Summary Of Fair Value Of Consideration Transferred | Cash $ 383 Estimated initial contingent consideration 305 Total $ 688 |
Summary Of Recognized Amounts Of Assets Acquired And Liabilities Assumed | Cash and cash equivalents $ 11 Accounts receivable 215 Prepaid expenses and other current assets 7 Intangible assets: Computer software ( 24 months useful life) 184 Total identifiable assets 417 Accounts payable 196 Accrued expenses and other current liabilities 8 Deferred tax liability 59 Total liabilities assumed 263 Net identifiable assets acquired 154 Goodwill 534 Net assets acquired $ 688 |
Veracity [Member] | |
Business Acquisition [Line Items] | |
Summary Of Fair Value Of Consideration Transferred | Cash $ 32,314 Estimated initial contingent consideration 6,290 Total $ 38,604 |
Summary Of Recognized Amounts Of Assets Acquired And Liabilities Assumed | Cash and cash equivalents $ 2,056 Accounts receivable 3,299 Prepaid expenses and other current assets 116 Intangible assets: Backlog ( 17 months useful life) 1,210 Customer relationships ( 7 years useful life) 9,300 Trademarks ( 3 years useful life) 570 Property and equipment 117 Total identifiable assets 16,668 Accounts payable 305 Accrued expenses and other current liabilities 712 Total liabilities assumed 1,017 Net identifiable assets acquired 15,651 Goodwill 22,953 Net assets acquired $ 38,604 |
Intangible Assets And Goodwill
Intangible Assets And Goodwill (Tables) | 9 Months Ended |
Feb. 22, 2020 | |
Intangible Assets And Goodwill [Abstract] | |
Summary Of Intangible Assets And Related Accumulated Amortization | As of February 22, 2020 As of May 25, 2019 Accumulated Accumulated Gross Amortization Net Gross Amortization Net Customer contracts and relationships ( 3 -8 years) $ 23,738 $ (5,780) $ 17,958 $ 14,495 $ (3,439) $ 11,056 Tradenames ( 3 -10 years) 4,916 (2,399) 2,517 4,407 (1,563) 2,844 Backlog ( 17 months) 1,210 (468) 742 - - - Consultant list ( 3 years) 757 (642) 115 783 (462) 321 Non-compete agreements ( 3 years) 866 (733) 133 896 (528) 368 Computer software ( 2 years) 181 (23) 158 - - - Total $ 31,668 $ (10,045) $ 21,623 $ 20,581 $ (5,992) $ 14,589 |
Summary Of Future Estimated Amortization Expense | Fiscal Years Ending 2020 2021 2022 2023 2024 Expected amortization expense $ 5,741 $ 4,589 $ 3,331 $ 3,133 $ 3,097 |
Summary Of Activity In Goodwill Balance | February 22, February 23, 2020 2019 Goodwill, beginning of year $ 190,815 $ 191,950 Acquisitions- (see Note 3) 23,487 - Impact of foreign currency exchange rate changes (851) (801) Goodwill, end of period $ 213,451 $ 191,149 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Feb. 22, 2020 | |
Leases [Abstract] | |
Lease Cost Components | Three Months Ended Nine Months Ended February 22, 2020 February 22, 2020 Operating lease cost $ 3,159 $ 9,275 Short-term lease cost 124 322 Variable lease cost 562 1,762 Sublease income (230) (536) Total lease cost $ 3,615 $ 10,823 |
Supplemental Cash Flow Information Related To Operating Leases | Nine Months Ended February 22, 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 9,783 Right-of-use assets obtained in exchange for lease obligations $ 5,101 |
Lease Term And Discount Rate | As of February 22, 2020 Weighted average remaining lease term 4.5 years Weighted average discount rate 4.12% |
Maturities Of Operating Lease Liabilities | Years Ending : Operating Lease Maturity May 30, 2020 (excluding the nine months ended February 22, 2020) $ 3,299 May 29, 2021 12,696 May 28, 2022 10,955 May 27, 2023 8,561 May 25, 2024 7,057 Thereafter 6,570 Total operating lease payments $ 49,138 Less: Imputed interest (4,361) Present value of operating lease liabilities $ 44,777 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Feb. 22, 2020 | |
Long-Term Debt [Abstract] | |
Schedule Of Long-Term Debt | Principal Balance Base Rate Libor Rate Interest Rate $ 25,000 1.25% 6-month 1.93% 3.18% 24,000 1.25% 2-month 1.81% 3.06% $ 49,000 |
Supplemental Disclosure Of Ca_2
Supplemental Disclosure Of Cash Flow Information (Tables) | 9 Months Ended |
Feb. 22, 2020 | |
Supplemental Disclosure Of Cash Flow Information [Abstract] | |
Schedule Of Additional Information Regarding Cash Flows | Nine Months Ended February 22, February 23, 2020 2019 Income taxes paid $ 8,163 $ 11,640 Interest paid $ 1,669 $ 1,878 Non-cash investing and financing activities: Capitalized leasehold improvements paid directly by landlord $ 59 $ 1,211 Acquisition of Veracity: Liability for contingent consideration $ 5,580 $ - Acquisition of taskforce : Liability for contingent consideration $ 1,840 $ 4,202 Acquisition of Expertence: Liability for contingent consideration $ 302 $ - Acquisition of Accretive: Issuance of common stock $ 1,141 $ - Dividends declared, not paid $ 4,501 $ 4,147 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 9 Months Ended |
Feb. 22, 2020 | |
Stock-Based Compensation Plans [Abstract] | |
Summary Of Stock Option Activity | Number of Shares Under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at May 25, 2019 6,029 $ 15.95 6.06 $ 5,482 Granted, at fair market value 1,318 17.37 Exercised (376) 13.63 Forfeited (409) 17.38 Expired (551) 17.11 Outstanding at February 22, 2020 6,011 $ 16.12 6.52 $ 1,982 Exercisable at February 22, 2020 3,452 $ 15.13 4.71 $ 1,982 Vested and expected to vest at February 22, 2020 5,744 $ 16.04 6.33 $ 1,982 |
Segment Information And Enter_2
Segment Information And Enterprise Reporting (Tables) | 9 Months Ended |
Feb. 22, 2020 | |
Segment Information And Enterprise Reporting [Abstract] | |
Schedule Of Revenue From External Customers And Long-Lived Assets, By Geographical Areas | Revenue for the Revenue for the Three Months Ended Nine Months Ended Long-Lived Assets (1) as of February 22, February 23, February 22, February 23, February 22, May 25, 2020 2019 2020 2019 2020 2019 United States $ 136,149 $ 142,409 $ 422,197 $ 432,539 $ 260,099 $ 200,385 International 31,903 37,089 102,587 114,316 38,024 31,651 Total $ 168,052 $ 179,498 $ 524,784 $ 546,855 $ 298,123 $ 232,036 (1) Long-lived assets are comprised of goodwill, intangible assets and property and equipment. Long-lived assets as of February 22, 2020 included the Company’s operating right-of-use assets which were added as a result of the Company’s adoption of ASC 842 Leases. See Note 5 — Leases. |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | Feb. 22, 2020 | May 25, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term investments | $ 5,981 | |
Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration liability | $ 7,800 | 2,200 |
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term investments | $ 6,000 |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies (Calculation Of Net Income Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Feb. 22, 2020 | Nov. 23, 2019 | Aug. 24, 2019 | Feb. 23, 2019 | Nov. 24, 2018 | Aug. 25, 2018 | Feb. 22, 2020 | Feb. 23, 2019 | |
Summary Of Significant Accounting Policies [Abstract] | ||||||||
Net income | $ 6,942,000 | $ 12,337,000 | $ 4,939,000 | $ 5,796,000 | $ 10,564,000 | $ 5,741,000 | $ 24,218,000 | $ 22,101,000 |
Basic: | ||||||||
Weighted average shares | 32,159 | 31,890 | 31,954 | 31,784 | ||||
Diluted: | ||||||||
Weighted average shares | 32,159 | 31,890 | 31,954 | 31,784 | ||||
Potentially dilutive shares | 339 | 480 | 396 | 644 | ||||
Total dilutive shares | 32,498 | 32,370 | 32,350 | 32,428 | ||||
Net income per common share: | ||||||||
Basic (per share) | $ 0.22 | $ 0.18 | $ 0.76 | $ 0.70 | ||||
Dilutive (per share) | $ 0.21 | $ 0.18 | $ 0.75 | $ 0.68 | ||||
Anti-dilutive shares not included above | 4,274 | 3,716 | 3,749 | 3,313 |
Acquisitions And Dispositions_2
Acquisitions And Dispositions (Narrative) (Details) € in Millions | Mar. 30, 2020EUR (€) | Mar. 30, 2020USD ($) | Nov. 30, 2019USD ($) | Sep. 02, 2019USD ($) | Jul. 31, 2019USD ($) | Feb. 22, 2020USD ($)shares | Feb. 23, 2019USD ($) | Feb. 22, 2020USD ($) | Feb. 23, 2019USD ($) | May 26, 2018entity | Sep. 02, 2019SEK (kr) | Sep. 02, 2019USD ($) |
Business Acquisition [Line Items] | ||||||||||||
Cash acquired | $ 2,100,000 | |||||||||||
Contingent consideration adjustment | (1,120,000) | $ (374,000) | ||||||||||
Revenue | $ 168,052,000 | $ 179,498,000 | 524,784,000 | 546,855,000 | ||||||||
Income from operations | 3,452,000 | $ 10,213,000 | 29,202,000 | $ 36,287,000 | ||||||||
Number of businesses acquired | entity | 2 | |||||||||||
Resources Global Professionals Sweden AB [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Disposition consideration | kr 1,016,862 | $ 105,000 | ||||||||||
Loss on sale of assets | $ 38,000 | |||||||||||
Belgium, Luxembourg And Norway [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Costs related to employee termination benefits | 700,000 | |||||||||||
Expertence [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition of business, cash paid | $ 383,000 | |||||||||||
Accounts receivable | $ 215,000 | |||||||||||
Contingent consideration liability | 300,000 | 300,000 | ||||||||||
Acquisition-related costs | 100,000 | |||||||||||
Veracity [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition of business, cash paid | $ 32,314,000 | |||||||||||
Cash acquired | $ 2,100,000 | |||||||||||
Accounts receivable | 3,299,000 | 3,299,000 | ||||||||||
Contingent consideration adjustment | (800,000) | (600,000) | ||||||||||
Contingent consideration liability | 5,600,000 | 5,600,000 | ||||||||||
Contingent consideration liability, current | 3,000,000 | 3,000,000 | ||||||||||
Contingent consideration liability, noncurrent | 2,600,000 | 2,600,000 | ||||||||||
Revenue | 5,400,000 | 12,600,000 | ||||||||||
Income from operations | $ 1,100,000 | 2,500,000 | ||||||||||
Acquisition-related costs | $ 600,000 | |||||||||||
Accretive [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Shares issued | shares | 82,762 | |||||||||||
Proceeds from escrow | $ 600,000 | |||||||||||
Gain from claim pre-acquisition claim settlement | $ 500,000 | |||||||||||
Subsequent Event [Member] | Taskforce [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent consideration paid | € 1.6 | $ 1,800,000 |
Acquisitions And Dispositions_3
Acquisitions And Dispositions (Summary Of Fair Value Of Consideration Transferred) (Details) - USD ($) $ in Thousands | Nov. 30, 2019 | Jul. 31, 2019 |
Expertence [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 383 | |
Estimated initial contingent consideration | 305 | |
Total | $ 688 | |
Veracity [Member] | ||
Business Acquisition [Line Items] | ||
Cash | $ 32,314 | |
Estimated initial contingent consideration | 6,290 | |
Total | $ 38,604 |
Acquisitions And Dispositions_4
Acquisitions And Dispositions (Summary Of Recognized Amounts Of Assets Acquired And Liabilities Assumed) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Feb. 22, 2020 | Nov. 30, 2019 | May 25, 2019 | Feb. 23, 2019 | May 26, 2018 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 213,451 | $ 190,815 | $ 191,149 | $ 191,950 | |
Expertence [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 11 | ||||
Accounts receivable | 215 | ||||
Prepaid expenses and other current assets | 7 | ||||
Intangible assets | 184 | ||||
Total identifiable assets | 417 | ||||
Accounts payable | 196 | ||||
Accrued expenses and other current liabilities | 8 | ||||
Deferred tax liability | 59 | ||||
Total liabilities assumed | 263 | ||||
Net identifiable assets acquired | 154 | ||||
Goodwill | 534 | ||||
Net assets acquired | $ 688 | ||||
Veracity [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | 2,056 | ||||
Accounts receivable | 3,299 | ||||
Prepaid expenses and other current assets | 116 | ||||
Property and equipment | 117 | ||||
Total identifiable assets | 16,668 | ||||
Accounts payable | 305 | ||||
Accrued expenses and other current liabilities | 712 | ||||
Total liabilities assumed | 1,017 | ||||
Net identifiable assets acquired | 15,651 | ||||
Goodwill | 22,953 | ||||
Net assets acquired | $ 38,604 | ||||
Computer Software [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, useful lives | 2 years | ||||
Computer Software [Member] | Expertence [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, useful lives | 24 years | ||||
Backlog [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, useful lives | 17 months | ||||
Backlog [Member] | Veracity [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 1,210 | ||||
Intangible assets, useful lives | 17 months | ||||
Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, useful lives | 7 years | ||||
Customer Relationships [Member] | Veracity [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 9,300 | ||||
Trademarks [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, useful lives | 3 years | ||||
Trademarks [Member] | Veracity [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 570 |
Intangible Assets And Goodwil_2
Intangible Assets And Goodwill (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 22, 2020 | Feb. 23, 2019 | Feb. 22, 2020 | Feb. 23, 2019 | |
Intangible Assets And Goodwill [Abstract] | ||||
Amortization expense | $ 1,549 | $ 948 | $ 4,153 | $ 2,855 |
Intangible Assets And Goodwil_3
Intangible Assets And Goodwill (Summary Of Intangible Assets And Related Accumulated Amortization) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Feb. 22, 2020 | May 25, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 31,668 | $ 20,581 |
Accumulated Amortization | (10,045) | (5,992) |
Net | 21,623 | 14,589 |
Customer Contracts And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 23,738 | 14,495 |
Accumulated Amortization | (5,780) | (3,439) |
Net | $ 17,958 | 11,056 |
Customer Contracts And Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 3 years | |
Customer Contracts And Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 8 years | |
Tradenames [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 4,916 | 4,407 |
Accumulated Amortization | (2,399) | (1,563) |
Net | $ 2,517 | 2,844 |
Tradenames [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 3 years | |
Tradenames [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 10 years | |
Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 17 months | |
Gross | $ 1,210 | |
Accumulated Amortization | (468) | |
Net | $ 742 | |
Consultant List [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 3 years | |
Gross | $ 757 | 783 |
Accumulated Amortization | (642) | (462) |
Net | $ 115 | 321 |
Non-compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 3 years | |
Gross | $ 866 | 896 |
Accumulated Amortization | (733) | (528) |
Net | $ 133 | $ 368 |
Computer Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 2 years | |
Gross | $ 181 | |
Accumulated Amortization | (23) | |
Net | $ 158 |
Intangible Assets And Goodwil_4
Intangible Assets And Goodwill (Summary Of Future Estimated Amortization Expense) (Details) $ in Thousands | Feb. 22, 2020USD ($) |
Intangible Assets And Goodwill [Abstract] | |
Estimated amortization expense, 2020 | $ 5,741 |
Estimated amortization expense, 2021 | 4,589 |
Estimated amortization expense, 2022 | 3,331 |
Estimated amortization expense, 2023 | 3,133 |
Estimated amortization expense, 2024 | $ 3,097 |
Intangible Assets And Goodwil_5
Intangible Assets And Goodwill (Summary Of Activity In Goodwill Balance) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Feb. 22, 2020 | Feb. 23, 2019 | |
Intangible Assets And Goodwill [Abstract] | ||
Goodwill, beginning of year | $ 190,815 | $ 191,950 |
Acquisitions- (see Note 3) | 23,487 | |
Impact of foreign currency exchange rate changes | (851) | (801) |
Goodwill, end of period | $ 213,451 | $ 191,149 |
Leases (Lease Cost Components)
Leases (Lease Cost Components) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Feb. 22, 2020 | Feb. 22, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 3,159 | $ 9,275 |
Short-term lease cost | 124 | 322 |
Variable lease cost | 562 | 1,762 |
Sublease income | (230) | (536) |
Total lease cost | $ 3,615 | $ 10,823 |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow Information Related To Operating Leases) (Details) $ in Thousands | 9 Months Ended |
Feb. 22, 2020USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 9,783 |
Right-of-use assets obtained in exchange for lease obligations | $ 5,101 |
Leases (Lease Term And Discount
Leases (Lease Term And Discount Rate) (Details) | Feb. 22, 2020 |
Leases [Abstract] | |
Weighted average remaining lease term | 4 years 6 months |
Weighted average discount rate | 4.12% |
Leases (Maturities Of Operating
Leases (Maturities Of Operating Lease Liabilities) (Details) $ in Thousands | Feb. 22, 2020USD ($) |
Leases [Abstract] | |
May 30, 2020 (excluding the nine months ended February 22, 2020) | $ 3,299 |
May 29, 2021 | 12,696 |
May 28, 2022 | 10,955 |
May 27, 2023 | 8,561 |
May 20, 2024 | 7,057 |
Thereafter | 6,570 |
Total operating lease payments | 49,138 |
Less: Imputed interest | (4,361) |
Present value of operating lease liabilities | $ 44,777 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 22, 2020 | Feb. 23, 2019 | Feb. 22, 2020 | Feb. 23, 2019 | |
Income Taxes Disclosure [Line Items] | ||||
Effective tax rate | (135.00%) | 40.00% | 14.00% | 36.00% |
Deduction, disposition of business | $ 25,800 | |||
Deduction, loan losses | $ 4,500 | |||
Provision for income taxes | (3,983) | $ 3,822 | 3,995 | $ 12,457 |
Tax benefit related to stock-based compensation | 700 | $ 200 | 200 | $ 200 |
Stock [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Provision for income taxes | $ 6,600 | |||
Loans Receivable [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Provision for income taxes | $ 700 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - Credit Facility [Member] - USD ($) $ in Millions | 9 Months Ended | |
Feb. 22, 2020 | Mar. 24, 2020 | |
Debt Instrument [Line Items] | ||
Credit facility, maximum borrowing capacity | $ 120 | |
Credit facility, expiration date | Oct. 17, 2021 | |
Credit facility, remaining borrowing capacity | $ 39.5 | |
Credit facility, outstanding balance | $ 49 | |
Federal Funds Rate [Member] | ||
Debt Instrument [Line Items] | ||
Interest spread on variable rate | 0.50% | |
Eurodollar Rate [Member] | ||
Debt Instrument [Line Items] | ||
Interest spread on variable rate | 1.00% | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, maximum borrowing capacity | $ 90 | |
Reducing Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, maximum borrowing capacity | 30 | |
Credit facility, remaining borrowing capacity | 30 | |
Letter of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, maximum borrowing capacity | 5 | |
Credit facility, outstanding balance | $ 1.5 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, commitment fee | 0.15% | |
Minimum [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Interest spread on variable rate | 1.25% | |
Minimum [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Interest spread on variable rate | 0.25% | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, commitment fee | 0.25% | |
Maximum [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Interest spread on variable rate | 1.50% | |
Maximum [Member] | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Interest spread on variable rate | 0.50% | |
Subsequent Event [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, remaining borrowing capacity | $ 0.5 | |
Subsequent Event [Member] | Reducing Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, remaining borrowing capacity | $ 30 |
Long-Term Debt (Schedule Of Lon
Long-Term Debt (Schedule Of Long-Term Debt) (Details) $ in Thousands | 9 Months Ended |
Feb. 22, 2020USD ($) | |
Debt Instrument [Line Items] | |
Principal Balance | $ 49,000 |
Debt One [Member] | |
Debt Instrument [Line Items] | |
Principal Balance | $ 25,000 |
Base Rate | 1.25% |
Libor Rate | 1.93% |
Interest Rate | 3.18% |
Debt Two [Member] | |
Debt Instrument [Line Items] | |
Principal Balance | $ 24,000 |
Base Rate | 1.25% |
Libor Rate | 1.81% |
Interest Rate | 3.06% |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 19, 2020 | Feb. 22, 2020 | Feb. 22, 2020 | Feb. 23, 2019 | Jan. 23, 2020 | Jul. 31, 2015 |
Stockholders' Equity Disclosure [Line Items] | ||||||
Purchase of common stock (in shares) | 318,430 | |||||
Purchase of common stock | $ 5,000 | $ 22,251 | ||||
Dividends payable (per share) | $ 0.14 | |||||
Cash dividends paid | 13,080 | $ 12,011 | ||||
Subsequent Event [Member] | ||||||
Stockholders' Equity Disclosure [Line Items] | ||||||
Cash dividends paid | $ 4,500 | |||||
July 2015 Program [Member] | ||||||
Stockholders' Equity Disclosure [Line Items] | ||||||
Amount authorized under a stock repurchase program | $ 150,000 | |||||
Common stock shares repurchased, price per share | $ 15.70 | |||||
Purchase of common stock | $ 5,000 | |||||
Stock repurchase plan, remaining amount | $ 85,100 | $ 85,100 |
Supplemental Disclosure Of Ca_3
Supplemental Disclosure Of Cash Flow Information (Schedule Of Additional Information Regarding Cash Flows) (Details) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | |
Feb. 22, 2020 | Feb. 23, 2019 | |
Business Acquisition [Line Items] | ||
Income taxes paid | $ 8,163 | $ 11,640 |
Interest paid | 1,669 | 1,878 |
Capitalized leasehold improvements paid directly by landlord | $ 59 | 1,211 |
Issuance of common stock | 1,141 | |
Dividends declared, not paid | $ 4,501 | 4,147 |
Veracity [Member] | ||
Business Acquisition [Line Items] | ||
Liability for contingent consideration | 5,580 | |
Taskforce [Member] | ||
Business Acquisition [Line Items] | ||
Liability for contingent consideration | 1,840 | $ 4,202 |
Expertence [Member] | ||
Business Acquisition [Line Items] | ||
Liability for contingent consideration | $ 302 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans (Narrative) (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 22, 2020USD ($)shares | Feb. 23, 2019USD ($) | Feb. 22, 2020USD ($)shares | Feb. 23, 2019USD ($)shares | May 25, 2019shares | Oct. 15, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options exercise, intrinsic value | $ | $ 400,000 | $ 1,900,000 | $ 1,200,000 | $ 5,000,000 | ||
Unrecognized compensation cost related to stock-based compensation | $ | 11,700,000 | $ 11,700,000 | ||||
Weighted-average period of cost to be recognized | 1 year 10 months 24 days | |||||
Capitalized share-based compensation costs | $ | $ 0 | $ 0 | ||||
Restricted stock, shares granted | 28,372 | 21,537 | ||||
Stock-based compensation expense | $ | $ 1,500,000 | $ 1,900,000 | $ 4,649,000 | $ 4,961,000 | ||
Stock Incentive Plan 2014 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant | 1,197,000 | 1,197,000 | ||||
Rate at which available shares are reduced | 2.5 | |||||
Employee Stock Purchase Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares of common stock made available for awards | 1,825,000 | |||||
Shares available for grant | 1,641,000 | 1,641,000 | ||||
Percentage of exercise price per share out of fair market value | 85.00% | |||||
Common stock issued | 399,000 | 358,000 | ||||
Stock Options [Member] | Stock Incentive Plan 2014 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options vesting period | 4 years | |||||
Stock options termination period | 10 years | |||||
Restricted Stock [Member] | Stock Incentive Plan 2014 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total unrecognized compensation cost | $ | $ 2,500,000 | $ 2,500,000 | ||||
Unvested restricted shares | 177,002 | 177,002 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans (Summary Of Stock Option Activity) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Feb. 22, 2020USD ($)$ / sharesshares | May 25, 2019USD ($)$ / sharesshares | |
Stock-Based Compensation Plans [Abstract] | ||
Beginning balance, Number of Shares Under Option | shares | 6,029 | |
Granted, at fair market value, Number of Shares Under Option | shares | 1,318 | |
Exercised, Number of Shares Under Option | shares | (376) | |
Forfeited, Number of Shares Under Option | shares | (409) | |
Expired, Number of Shares Under Option | shares | (551) | |
Ending balance, Number of Shares Under Option | shares | 6,011 | 6,029 |
Exercisable, Number of Shares Under Option | shares | 3,452 | |
Vested and expected to vest, Number of Shares Under Option | shares | 5,744 | |
Beginning balance, Weighted Average Exercise Price (per share) | $ / shares | $ 15.95 | |
Granted, at fair market value, Weighted Average Exercise Price (per share) | $ / shares | 17.37 | |
Exercised, Weighted Average Exercise Price (per share) | $ / shares | 13.63 | |
Forfeited, Weighted Average Exercise Price (per share) | $ / shares | 17.38 | |
Expired, Weighted Average Exercise Price (per share) | $ / shares | 17.11 | |
Ending balance, Weighted Average Exercise Price (per share) | $ / shares | 16.12 | $ 15.95 |
Exercisable, Weighted Average Exercise Price (per share) | $ / shares | 15.13 | |
Vested and expected to vest, Weighted Average Exercise Price (per share) | $ / shares | $ 16.04 | |
Weighted Average Remaining Contractual Life (in years) | 6 years 6 months 7 days | 6 years 22 days |
Exercisable, Weighted Average Remaining Contractual Life (in years) | 4 years 8 months 16 days | |
Vested and expected to vest, Weighted Average Remaining Contractual Life (in years) | 6 years 3 months 29 days | |
Ending balance, Aggregate Intrinsic Value | $ | $ 1,982 | $ 5,482 |
Exercisable, Aggregate Intrinsic Value | $ | 1,982 | |
Vested and expected to vest, Aggregate Intrinsic Value | $ | $ 1,982 |
Segment Information And Enter_3
Segment Information And Enterprise Reporting (Narrative) (Details) | 9 Months Ended |
Feb. 22, 2020segment | |
Segment Information And Enterprise Reporting [Abstract] | |
Number of operating segments | 1 |
Segment Information And Enter_4
Segment Information And Enterprise Reporting (Schedule Of Revenue From External Customers And Long-Lived Assets, By Geographical Areas) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Feb. 22, 2020 | Feb. 23, 2019 | Feb. 22, 2020 | Feb. 23, 2019 | May 25, 2019 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | $ 168,052 | $ 179,498 | $ 524,784 | $ 546,855 | ||
Long-Lived Assets | [1] | 298,123 | 298,123 | $ 232,036 | ||
UNITED STATES [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | 136,149 | 142,409 | 422,197 | 432,539 | ||
Long-Lived Assets | [1] | 260,099 | 260,099 | 200,385 | ||
International [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | 31,903 | $ 37,089 | 102,587 | $ 114,316 | ||
Long-Lived Assets | [1] | $ 38,024 | $ 38,024 | $ 31,651 | ||
[1] | Long-lived assets are comprised of goodwill, intangible assets and property and equipment. Long-lived assets as of February 22, 2020 included the Company's operating right-of-use assets which were added as a result of the Company's adoption of ASC 842 Leases. See Note 5 - Leases. |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) $ in Millions | Mar. 24, 2020 | Feb. 27, 2020 | May 30, 2022 | Feb. 22, 2020 |
Restructuring Plan 2020 [Member] | Employee Termination Benefits [Member] | Scenario, Forecast [Member] | ||||
Subsequent Event [Line Items] | ||||
Restructuring costs | $ 3 | |||
Subsequent Event [Member] | Restructuring Plan 2020 [Member] | ||||
Subsequent Event [Line Items] | ||||
Planned workforce reduction | 7.50% | |||
Planned real estate reduction | 26.00% | |||
Subsequent Event [Member] | Restructuring Plan 2020 [Member] | Employee Termination Benefits [Member] | ||||
Subsequent Event [Line Items] | ||||
Expected restructuring costs | $ 5 | |||
Subsequent Event [Member] | Restructuring Plan 2020 [Member] | Employee Termination Benefits [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Expected restructuring costs | 4 | |||
Subsequent Event [Member] | Restructuring Plan 2020 [Member] | Lease Termination Costs [Member] | ||||
Subsequent Event [Line Items] | ||||
Expected restructuring costs | $ 1 | |||
Credit Facility [Member] | ||||
Subsequent Event [Line Items] | ||||
Credit facility, remaining borrowing capacity | $ 39.5 | |||
Credit Facility [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from credit facility | $ 39 | |||
Revolving Credit Facility [Member] | Credit Facility [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Credit facility, remaining borrowing capacity | 0.5 | |||
Reducing Revolving Credit Facility [Member] | Credit Facility [Member] | ||||
Subsequent Event [Line Items] | ||||
Credit facility, remaining borrowing capacity | $ 30 | |||
Reducing Revolving Credit Facility [Member] | Credit Facility [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Credit facility, remaining borrowing capacity | $ 30 |