Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Feb. 25, 2023 | Mar. 30, 2023 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Feb. 25, 2023 | |
Document Transition Report | false | |
Entity File Number | 0-32113 | |
Entity Registrant Name | RESOURCES CONNECTION, INC. | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 33-0832424 | |
Entity Address Address Line 1 | 17101 Armstrong Avenue | |
Entity Address City Or Town | Irvine | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 92614 | |
City Area Code | 714 | |
Local Phone Number | 430-6400 | |
Security 12b Title | Common stock, par value $0.01 per share | |
Trading Symbol | RGP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 33,628,762 | |
Current Fiscal Year End Date | --05-27 | |
Amendment Flag | false | |
Entity Central Index Key | 0001084765 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Feb. 25, 2023 | May 28, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 103,905 | $ 104,224 |
Trade accounts receivable, net of allowance for doubtful accounts of $3,012 and $2,121 as of February 25, 2023 and May 28, 2022, respectively | 143,584 | 153,154 |
Prepaid expenses and other current assets | 7,046 | 6,123 |
Assets held for sale | 9,889 | |
Income taxes receivable | 8,019 | 35,151 |
Total current assets | 262,554 | 308,541 |
Goodwill | 206,439 | 209,785 |
Intangible assets, net | 12,327 | 15,760 |
Property and equipment, net | 16,133 | 17,657 |
Operating lease right-of-use assets | 16,469 | 17,541 |
Deferred tax assets | 10,304 | 8,266 |
Other non-current assets | 8,094 | 3,923 |
Total assets | 532,320 | 581,473 |
Current liabilities: | ||
Accounts payable and other accrued expenses | 16,548 | 13,630 |
Accrued salaries and related obligations | 66,676 | 83,549 |
Operating lease liabilities, current | 7,743 | 8,193 |
Liabilities held for sale | 4,419 | |
Other current liabilities | 11,123 | 14,531 |
Total current liabilities | 102,090 | 124,322 |
Long-term debt | 54,000 | |
Operating lease liabilities, non-current | 11,510 | 13,352 |
Deferred tax liabilities | 8,718 | 14,428 |
Other non-current liabilities | 3,167 | 2,922 |
Total liabilities | 125,485 | 209,024 |
Commitments and contingencies (see Note 12) | ||
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; 35,398 and 34,352 shares issued, and 33,625 and 33,197 shares outstanding as of February 25, 2023 and May 28, 2022, respectively | 354 | 344 |
Additional paid-in capital | 374,563 | 355,502 |
Accumulated other comprehensive loss | (18,635) | (16,484) |
Retained earnings | 80,711 | 52,738 |
Treasury stock at cost, 1,773 and 1,155 shares as of February 25, 2023 and May 28, 2022, respectively | (30,158) | (19,651) |
Total stockholders' equity | 406,835 | 372,449 |
Total liabilities and stockholders' equity | $ 532,320 | $ 581,473 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Feb. 25, 2023 | May 28, 2022 |
Consolidated Balance Sheets [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts | $ 3,012 | $ 2,121 |
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 | 35,398,000 | 34,352,000 |
Common stock, shares outstanding | 33,625,000 | 33,197,000 |
Treasury stock at cost, shares | 1,773,000 | 1,155,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 25, 2023 | Feb. 26, 2022 | Feb. 25, 2023 | Feb. 26, 2022 | |
Consolidated Statements Of Operations [Abstract] | ||||
Revenue | $ 186,777 | $ 204,609 | $ 591,194 | $ 587,987 |
Direct cost of services | 115,170 | 127,815 | 353,770 | 361,020 |
Gross profit | 71,607 | 76,794 | 237,424 | 226,967 |
Selling, general and administrative expenses | 59,371 | 57,090 | 172,335 | 165,365 |
Goodwill impairment | 2,955 | 2,955 | ||
Amortization expense | 1,275 | 1,321 | 3,743 | 3,608 |
Depreciation expense | 885 | 882 | 2,652 | 2,694 |
Income from operations | 7,121 | 17,501 | 55,739 | 55,300 |
Interest expense, net | 147 | 307 | 662 | 744 |
Other income | (43) | (35) | (381) | (653) |
Income before income tax (benefit) expense | 7,017 | 17,229 | 55,458 | 55,209 |
Income tax (benefit) expense | (2) | (2,192) | 12,867 | 8,561 |
Net income | $ 7,019 | $ 19,421 | $ 42,591 | $ 46,648 |
Net income per common share: | ||||
Basic (per share) | $ 0.21 | $ 0.59 | $ 1.27 | $ 1.42 |
Diluted (per share) | $ 0.21 | $ 0.58 | $ 1.24 | $ 1.39 |
Weighted-average number of common and common equivalent shares outstanding: | ||||
Basic (shares) | 33,466 | 32,738 | 33,418 | 32,951 |
Diluted (shares) | 34,149 | 33,375 | 34,245 | 33,556 |
Cash dividends declared per common share | $ 0.14 | $ 0.14 | $ 0.42 | $ 0.42 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 25, 2023 | Feb. 26, 2022 | Feb. 25, 2023 | Feb. 26, 2022 | |
COMPREHENSIVE INCOME: | ||||
Net income | $ 7,019 | $ 19,421 | $ 42,591 | $ 46,648 |
Foreign currency translation adjustment, net of tax | 1,124 | (963) | (2,151) | (5,319) |
Total comprehensive income | $ 8,143 | $ 18,458 | $ 40,440 | $ 41,329 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | Total |
Balances at May. 29, 2021 | $ 646 | $ 489,864 | $ (520,800) | $ (7,393) | $ 367,229 | $ 329,546 |
Balances (in shares) at May. 29, 2021 | 64,626 | 31,741 | ||||
Exercise of stock options | $ 7 | 10,696 | 10,703 | |||
Exercise of stock options (in shares) | 741 | |||||
Stock-based compensation expense | 4,969 | 4,969 | ||||
Issuance of common stock purchased under Employee Stock Purchase Plan | $ 4 | 5,174 | 5,178 | |||
Issuance of common stock purchased under Employee Stock Purchase Plan (in shares) | 463 | |||||
Issuance of common stock upon vesting of restricted stock units, net of shares withheld to cover taxes | $ 1 | (1,096) | (1,095) | |||
Issuance of common stock upon vesting of restricted stock units, net of shares withheld to cover taxes (in shares) | 72 | |||||
Issuance of restricted stock | $ 1 | (1) | ||||
Issuance of restricted stock (in shares) | 97 | (2) | ||||
Amortization of restricted stock issued out of treasury stock to board of director members | (24) | $ 114 | (50) | 40 | ||
Cash dividends declared | (13,991) | (13,991) | ||||
Dividend equivalents | 192 | (192) | ||||
Repurchase of common stock | $ (19,651) | (19,651) | ||||
Repurchase of common stock (in shares) | 1,155 | |||||
Currency translation adjustment | (5,319) | (5,319) | ||||
Retirement of treasury stock | $ (317) | (157,646) | $ 520,686 | (362,723) | ||
Retirement of treasury stock (in shares) | (31,739) | (31,739) | ||||
Net income | 46,648 | 46,648 | ||||
Balances at Feb. 26, 2022 | $ 342 | 352,128 | $ (19,651) | (12,712) | 36,921 | 357,028 |
Balances (in shares) at Feb. 26, 2022 | 34,260 | 1,155 | ||||
Balances at Nov. 27, 2021 | $ 337 | 342,807 | (11,749) | 22,205 | 353,600 | |
Balances (in shares) at Nov. 27, 2021 | 33,683 | |||||
Exercise of stock options | $ 3 | 4,311 | 4,314 | |||
Exercise of stock options (in shares) | 312 | |||||
Stock-based compensation expense | 2,115 | 2,115 | ||||
Issuance of common stock purchased under Employee Stock Purchase Plan | $ 2 | 2,825 | 2,827 | |||
Issuance of common stock purchased under Employee Stock Purchase Plan (in shares) | 243 | |||||
Issuance of restricted stock (in shares) | 22 | |||||
Cash dividends declared | (4,635) | (4,635) | ||||
Dividend equivalents | 70 | (70) | ||||
Repurchase of common stock | $ (19,651) | (19,651) | ||||
Repurchase of common stock (in shares) | 1,155 | |||||
Currency translation adjustment | (963) | (963) | ||||
Net income | 19,421 | 19,421 | ||||
Balances at Feb. 26, 2022 | $ 342 | 352,128 | $ (19,651) | (12,712) | 36,921 | 357,028 |
Balances (in shares) at Feb. 26, 2022 | 34,260 | 1,155 | ||||
Balances at May. 28, 2022 | $ 344 | 355,502 | $ (19,651) | (16,484) | 52,738 | $ 372,449 |
Balances (in shares) at May. 28, 2022 | 34,352 | 1,155 | 33,197 | |||
Exercise of stock options | $ 4 | 7,382 | $ 7,386 | |||
Exercise of stock options (in shares) | 477 | 477 | ||||
Stock-based compensation expense | 6,970 | $ 6,970 | ||||
Issuance of common stock purchased under Employee Stock Purchase Plan | $ 4 | 5,995 | 5,999 | |||
Issuance of common stock purchased under Employee Stock Purchase Plan (in shares) | 393 | |||||
Issuance of common stock upon vesting of restricted stock units, net of shares withheld to cover taxes | $ 1 | (1,762) | (5) | (1,766) | ||
Issuance of common stock upon vesting of restricted stock units, net of shares withheld to cover taxes (in shares) | 79 | |||||
Issuance of restricted stock | $ 1 | (1) | ||||
Issuance of restricted stock (in shares) | 97 | |||||
Cash dividends declared | (14,136) | (14,136) | ||||
Dividend equivalents | 477 | (477) | ||||
Repurchase of common stock | $ (10,507) | (10,507) | ||||
Repurchase of common stock (in shares) | 618 | |||||
Currency translation adjustment | (2,151) | (2,151) | ||||
Net income | 42,591 | 42,591 | ||||
Balances at Feb. 25, 2023 | $ 354 | 374,563 | $ (30,158) | (18,635) | 80,711 | $ 406,835 |
Balances (in shares) at Feb. 25, 2023 | 35,398 | 1,773 | 33,625 | |||
Balances at Nov. 26, 2022 | $ 351 | 367,948 | $ (25,002) | (19,759) | 78,608 | $ 402,146 |
Balances (in shares) at Nov. 26, 2022 | 35,108 | 1,473 | ||||
Exercise of stock options | $ 1 | 652 | 653 | |||
Exercise of stock options (in shares) | 58 | |||||
Stock-based compensation expense | 2,610 | 2,610 | ||||
Issuance of common stock purchased under Employee Stock Purchase Plan | $ 2 | 3,154 | 3,156 | |||
Issuance of common stock purchased under Employee Stock Purchase Plan (in shares) | 210 | |||||
Issuance of restricted stock (in shares) | 22 | |||||
Cash dividends declared | (4,707) | (4,707) | ||||
Dividend equivalents | 199 | (209) | (10) | |||
Repurchase of common stock | $ (5,156) | (5,156) | ||||
Repurchase of common stock (in shares) | 300 | |||||
Currency translation adjustment | 1,124 | 1,124 | ||||
Net income | 7,019 | 7,019 | ||||
Balances at Feb. 25, 2023 | $ 354 | $ 374,563 | $ (30,158) | $ (18,635) | $ 80,711 | $ 406,835 |
Balances (in shares) at Feb. 25, 2023 | 35,398 | 1,773 | 33,625 |
Consolidated Statements Of St_2
Consolidated Statements Of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Feb. 25, 2023 | Feb. 26, 2022 | Feb. 25, 2023 | Feb. 26, 2022 | |
Consolidated Statements Of Stockholders' Equity [Abstract] | ||||
Cash dividends declared per common share | $ 0.14 | $ 0.14 | $ 0.42 | $ 0.42 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | |
Feb. 25, 2023 | Feb. 26, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 42,591 | $ 46,648 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 6,395 | 6,302 |
Stock-based compensation expense | 7,375 | 5,851 |
Gain on dispositions of subsidiaries | (238) | (959) |
Goodwill impairment | 2,955 | |
Impairment of operating lease right-of-use assets | 826 | |
Adjustment to allowance for doubtful accounts | 1,026 | 434 |
Deferred income taxes | (7,927) | (10,411) |
Other, net | (291) | 540 |
Changes in operating assets and liabilities, net of dispositions: | ||
Trade accounts receivable | 7,386 | (36,399) |
Prepaid expenses and other current assets | (914) | (622) |
Income taxes | 26,862 | (1,036) |
Other assets | (1,445) | (220) |
Accounts payable and other accrued expenses | 3,757 | 2,347 |
Accrued salaries and related obligations | (19,397) | 19,857 |
Other liabilities | (4,257) | (10,482) |
Net cash provided by operating activities | 63,878 | 22,676 |
Cash flows from investing activities: | ||
Proceeds from sale of taskforce | 2,984 | |
Proceeds from sale of assets | 5 | 256 |
Investments in property and equipment and internal-use software | (1,441) | (2,619) |
Net cash provided by (used in) investing activities | 1,548 | (2,363) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 8,257 | 11,293 |
Proceeds from issuance of common stock under Employee Stock Purchase Plan | 5,999 | 5,178 |
Payment of contingent consideration liabilities | (3,575) | |
Proceeds from Revolving Credit Facility | 15,000 | 73,393 |
Repayments on Revolving Credit Facility | (69,000) | (63,000) |
Repurchase of common stock | (10,507) | (19,651) |
Payment of debt issuance costs | (117) | |
Payment of cash dividends | (14,076) | (13,965) |
Net cash used in financing activities | (64,327) | (10,444) |
Effect of exchange rate changes on cash and cash equivalents | (1,418) | (2,071) |
Net (decrease) increase in cash and cash equivalents | (319) | 7,798 |
Cash and cash equivalents at beginning of period | 104,224 | 74,391 |
Cash and cash equivalents at end of period | 103,905 | 82,189 |
Supplemental cashflow disclosures | ||
Income taxes paid, net of refund | (6,354) | 20,201 |
Interest paid | $ 875 | 766 |
Non-cash investing and financing activities | ||
Capitalized leasehold improvements paid directly by landlord | 7 | |
Increase in long-term receivable in connection with the sale of taskforce | 2,984 | |
Dividends declared, not paid | $ 4,707 | $ 4,635 |
Description Of The Company And
Description Of The Company And Its Business | 9 Months Ended |
Feb. 25, 2023 | |
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. (the “Company”), a Delaware corporation, was incorporated on November 16, 1998. The Company’s operating entities provide services primarily under the name Resources Global Professionals (“RGP”). RGP is a global consulting firm focused on project execution services that power clients’ operational needs and change initiatives utilizing on-demand, experienced and diverse talent. As a next-generation human capital partner for its clients, the Company specializes in co-delivery of enterprise initiatives typically precipitated by business transformation, strategic transactions or regulatory change. The Company’s principal markets of operations are North America, Europe and Asia Pacific. The Company’s fiscal year consists of 52 or 53 weeks, ending on the Saturday in May closest to May 31 . The third quarters of fiscal 2023 and 2022 each consisted of 13 weeks. The Company’s fiscal year 2023 will consist of 52 weeks. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 9 Months Ended |
Feb. 25, 2023 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements of the Company as of and for the three and nine months ended February 25, 2023 and February 26, 2022 have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements include all adjustments (consisting only of normal recurring adjustments) the Company’s management considers necessary for a fair presentation of its financial position at such dates and the operating results and cash flows for those periods. The financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 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. The fiscal 2022 year-end balance sheet data was derived from audited consolidated financial statements, and certain information and note disclosures normally included in annual financial statements prepared in accordance with 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 unaudited consolidated 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 consolidated financial statements for the year ended May 28, 2022, which are included in the Company’s Annual Report on Form 10-K (“Fiscal Year 2022 Form 10-K”) filed with the SEC on July 28, 2022 (File No. 0-32113). A complete listing of the Company’s significant accounting policies is discussed in Note 2 – Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements included in the Fiscal Year 2022 Form 10-K. Reporting Segments On May 31, 2022, the Company divested taskforce – Management on Demand GmbH, and its wholly-owned subsidiary skillforce – Executive Search GmbH, a German professional services firm operating under the taskforce brand (“ taskforce”) ; see Note 4 – Dispositions for further information. Since the second quarter of fiscal 2021 and prior to the divestment, the business operated by taskforce , along with its parent company, Resources Global Professionals (Germany) GmbH (“RGP Germany”), an affiliate of the Company, represented an operating segment of the Company and was reported as a part of Other Segments. Effective May 31, 2022, the Company’s operating segments consist of the following: RGP – a global consulting firm focused on project execution services that power clients’ operational needs and change initiatives utilizing on-demand, experienced and diverse talent; and Sitrick – a crisis communications and public relations firm which operates under the Sitrick brand, providing corporate, financial, transactional and crisis communication and management services. Each of these segments reports through a separate management team to the Company’s Chief Executive Officer, who is designated as the Chief Operating Decision Maker (“CODM”) for segment reporting purposes. RGP is the Company’s only operating segment that meets the quantitative threshold of a reportable segment. Sitrick does not individually meet the quantitative threshold to qualify as a reportable segment. Therefore, Sitrick is disclosed in Other Segments. Each of these segments represents a reporting unit for the purposes of assessing goodwill for impairment. Prior-period comparative segment information was not restated as a result of the divestiture of taskforce as the Company did not have a change in internal organization or the financial information that the CODM uses to assess performance and allocate resources. See Note 13 – Segment Information and Enterprise Reporting for further information. Per Share Information The Company presents both basic and diluted earnings per 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 shares and common equivalent shares outstanding during the period, calculated using the treasury stock method. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect. The following table summarizes the calculation of net income per common share for the three and nine months ended February 25, 2023 and February 26, 2022 (in thousands, except per share amounts): Three Months Ended Nine Months Ended February 25, February 26, February 25, February 26, 2023 2022 2023 2022 Net income $ 7,019 $ 19,421 $ 42,591 $ 46,648 Basic: Weighted-average shares 33,466 32,738 33,418 32,951 Diluted: Weighted-average shares 33,466 32,738 33,418 32,951 Potentially dilutive shares 683 637 827 605 Total diluted shares 34,149 33,375 34,245 33,556 Net income per common share: Basic $ 0.21 $ 0.59 $ 1.27 $ 1.42 Diluted $ 0.21 $ 0.58 $ 1.24 $ 1.39 Anti-dilutive shares not included above 694 1,924 650 2,009 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 Company’s financial instruments, including cash and cash equivalents, trade accounts receivable, accounts payable and other 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. Goodwill Impairment Goodwill is tested for impairment on an annual basis in the fourth quarter and more frequently if indicators of potential impairment exist. Impairment testing is conducted at the reporting unit level. Application of the goodwill impairment test requires judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Company’s business, and determination of the Company’s weighted average cost of capital. Under Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other , the qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows or planned revenue or earnings of the reporting unit as potential indicators when determining the need for a quantitative assessment of impairment. The Company has assessed the existence of impairment indicators on goodwill associated with Sitrick, one of the Company’s operating segments and reporting units, as of February 25, 2023, and determined that quantitative impairment analyses were required due to its business performance. As a result of the quantitative impairment test, the Company concluded that the carrying amount of the Sitrick exceeded its fair value, which resulted in an impairment charge of $ 3.0 million on the goodwill associated within the Other Segments on the consolidated statements of operations for the three and nine months ended February 25, 2023. No goodwill remains within Other Segments as of February 25, 2023 . See Note 5 – Goodwill and Intangible Assets for further information. Assets and Liabilities Held for Sale Assets and liabilities held for sale represent primarily cash, accounts receivable, goodwill and other assets and liabilities that met the criteria of “held for sale” accounting, as specified by ASC 360, Property, Plant, and Equipment . The effect of suspending amortization on noncurrent assets held for sale was immaterial to the Company’s results of operations. The Company records assets and liabilities held for sale at the lower of carrying value or fair value less cost to sell. Fair value was based on the estimated proceeds from the sale of the business utilizing the purchase price as defined in the agreement. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of sale. As of May 28, 2022, the Company classified certain assets and liabilities as held for sale in connection with the sale of taskforce , which closed on May 31, 2022. See Note 4 – Dispositions for further information. Capitalized Hosting Arrangements The capitalized hosting arrangements costs are primarily related to the implementation of a cloud-based enterprise resource planning system and talent acquisition and management system. Such costs include third party implementation costs and costs associated with internal resources directly involved in the implementation. Capitalized hosting arrangements are stated at historical cost and amortized on a straight-line basis over an estimated useful life of the expected term of the hosting arrangement, taking into consideration several other factors such as, but not limited to, options to extend the hosting arrangement or options to terminate the hosting arrangement. The amortization of capitalized implementation costs for hosting arrangements will commence when the systems are ready for their intended use and will be presented as operating expenses on the consolidated statements of operations consistent with the presentation for expensing the fees for the associated hosting arrangement. As of February 25, 2023 , the capitalized costs related to hosting arrangements incurred during the application development stage were $ 3.2 million. These capitalized hosting arrangements are included in other non-current assets on the consolidated balance sheet and no costs were amortized. There were no capitalized costs recorded as of May 28, 2022. Stock Repurchases and Retirement The Company’s stock repurchase program provides an opportunity for the Company to repurchase shares at the discretion of the Company’s senior executives based on numerous factors, including, without limitation, share price and other market conditions, the Company’s ongoing capital allocation planning, the levels of cash and debt balances, and other demands for cash. The Company recognizes treasury stock based on the amount paid to repurchase its shares. Direct costs incurred to acquire treasury stock are treated like stock issue costs and added to the cost of the treasury stock. The Company accounts for the retirement of repurchased shares using the par value method under which the cost of repurchased and retired shares in excess of the par value is allocated between additional paid-in capital and retained earnings. When the repurchase price is greater than the original issue proceeds, the excess is charged to retained earnings. The Company uses the weighted-average cost flow assumption to identify and assign the original issue proceeds to the cost of the shares repurchased and retired. The Company believes that this allocation method is preferable because it more accurately reflects its paid-in capital balances by allocating the cost of the shares repurchased and retired to paid-in capital in proportion to paid-in capital associated with the original issuance of those shares. See Note 9 – Stockholders’ Equity for further information. Recent Accounting Pronouncements No recent accounting pronouncements or changes in accounting pronouncements have been issued or adopted that are of material significance , or have potential material significance, to the Company’s financial statements since those discussed in the Company’s Fiscal Year 2022 Form 10-K. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Feb. 25, 2023 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 3. Revenue Recognition The timing of revenue recognition, billings and cash collections affects the recognition of trade accounts receivable, contract assets and contract liabilities. Contract assets represent the Company’s rights to consideration for completed performance under the contract (i.e., unbilled receivables), in which the Company has transferred control of the product or services before there is an unconditional right to payment. Contract assets were $ 40.7 million and $ 42.6 million as of February 25, 2023 and May 28, 2022, respectively, which were included in trade accounts receivable in the Consolidated Balance Sheets. Contract liabilities represent deferred revenue when cash is received in advance of performance of services and are presented in other current liabilities in the Consolidated Balance Sheets. Contract liabilities were $ 3.7 million and $ 4.2 million as of February 25, 2023 and May 28, 2022, respectively. Revenues recognized during the three and nine months ended February 25, 2023, which were included in deferred revenue as of May 28, 2022 were $ 0.6 million and $ 2.3 million, respectively. |
Dispositions
Dispositions | 9 Months Ended |
Feb. 25, 2023 | |
Dispositions [Abstract] | |
Dispositions | 4. Dispositions Sale of taskforce On April 21, 2022, RGP Germany entered into a Sale and Purchase Agreement (the “SPA”) to sell its business in taskforce to MoveVision – Management-, Beteiligungs- und Servicegesellschaft mbH and Blue Elephant – Management-, Beteiligungs- und Servicegesellschaft mbH (collectively, the “Purchasers”), owned by the original founder and a member of the senior leadership team of taskforce , respectively. The SPA provided for the sale of all of the shares of taskforce from RGP Germany to the Purchasers for a purchase price of approximately EUR 5.5 million, subject to final working capital adjustments, with 50 % of the consideration to be paid in cash in connection with the closing and the remaining 50 % payable on July 1, 2024 and bearing interest based on the Company’s average borrowing interest rate plus 285 basis points, compounded annually . On May 31, 2022 , the Company completed the sale of taskforce . Upon conclusion of the Final Completion Accounts and Calculation (as defined in the Sale and Purchase Agreement), the final purchase price was determined to be EUR 5.5 million (approximately $ 6.0 million), of which EUR 2.8 million (approximately $ 3.0 million) was received in cash and EUR 2.7 million (approximately $ 3.0 million) shall become due in July 2024 in accordance with the SPA. Such receivable is presented in other non-current assets in the Consolidated Balance Sheets. See Note 14 – Subsequent Event for further information. The Company recognized a $ 0.2 million gain on the sale during the nine months ended February 25, 2023, which was recorded in other income in the Company’s Consolidated Statements of Operations. As of May 28, 2022, assets and liabilities of taskforce were classified as held for sale in the Company’s Consolidated Balance Sheets. Such assets and liabilities were presented at the lower of carrying value or fair value less any costs to sell. The Company concluded that the agreed-upon transaction price of the business approximated fair value, which exceeded the carrying value of the related assets and liabilities as of May 28, 2022. As such, the assets and liabilities related to the sale were recorded and presented at their carrying value. The following table presents information related to the major classes of assets and liabilities that were classified as held for sale in the Consolidated Balance Sheets as of May 28, 2022 (in thousands): Assets & Liabilities Held for Sale As of taskforce - Management on Demand GmbH May 28, 2022 Cash and cash equivalents $ 245 Trade accounts receivable, net of allowance for doubtful accounts 4,044 Prepaid expenses and other current assets 262 Income taxes receivable 6 Goodwill 3,886 Intangible assets, net 1,060 Property and equipment, net 204 Operating right-of-use assets 177 Other assets 5 Total assets held for sale $ 9,889 Accounts payable and accrued expenses $ 2,316 Accrued salaries and related obligations 325 Operating lease liabilities, current 91 Other liabilities 158 Intercompany balances with other entities 1,441 Operating lease liabilities, noncurrent 88 Total liabilities held for sale $ 4,419 The Company accrued approximately $ 0.1 million in disposal costs related to the sale of taskforce in the Consolidated Balance Sheets as of May 28, 2022 and recorded an immaterial amount of disposal costs during the nine months ended February 25, 2023 . The disposition of taskforce did not qualify as a discontinued operation because it did not represent a strategic shift that has or will have a major effect on the Company’s operations or financial results. Other Dispositions As part of its restructuring effort in Europe which began in fiscal 2021, the Company completed the dissolution of the following three foreign subsidiaries during the nine months ended February 26, 2022: Resources Global Professionals (France) SAS, Resources Global Professionals (Denmark) AS, and Resources Global Professionals (Italy) SRL. The Company recognized a total gain on dissolution of $ 1.1 million and $ 1.0 million during the three and nine months ended February 26, 2022, respectively. The net gain on the dissolution was primarily related to the recognition of the accumulated translation adjustment associated with these foreign subsidiaries , which was included in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations . None of the markets sold or exited during the nine months ended February 26, 2022 represented a strategic shift of the Company’s operations. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 9 Months Ended |
Feb. 25, 2023 | |
Goodwill And Intangible Assets [Abstract] | |
Goodwill And Intangible Assets | 5. Goodwill and Intangible Assets During the third quarter of fiscal 2023, the Company completed a goodwill impairment analysis for Sitrick, a strategic and crisis communications business acquired in 2009. Despite signing numerous new clients over the last two years, restricted travel during the pandemic and forced court shutdowns and delayed legal proceedings both during and in the aftermath of the pandemic adversely impacted Sitrick’s business. The Company determined that the carrying value of Sitrick, also a reporting unit, was in excess of its fair value and as such recorded a non-cash impairment charge of $ 3.0 million during the quarter ended February 25, 2023, reducing the goodwill within the Other Segments to zero as of February 25, 2023. See Note 2 – Summary of Significant Accounting Policies for further information. The Company determined the fair value of Sitrick (within Other Segments) based on an income approach, using the present value of future discounted cash flows. Significant estimates used to determine fair value included the weighted-average cost of capital and financial projections. The following table summarizes the activity in the Company’s goodwill balance (in thousands): RGP Other Segments Total Balance as of May 28, 2022 $ 206,830 $ 2,955 $ 209,785 Goodwill impairment - ( 2,955 ) ( 2,955 ) Impact of foreign currency exchange rate changes ( 391 ) - ( 391 ) Balance as of February 25, 2023 $ 206,439 $ - $ 206,439 The following table presents details of the Company’s intangible assets, estimated lives and related accumulated amortization (in thousands): As of February 25, 2023 As of May 28, 2022 Estimated Gross Net Gross Net Useful Carrying Accumulated Carrying Carrying Accumulated Carrying Life Amount Amortization Amount Amount Amortization Amount Customer contracts and relationships 3 - 8 years $ 22,000 $ ( 13,073 ) $ 8,927 $ 22,000 $ ( 10,889 ) $ 11,111 Computer software 2 - 3.5 years 7,071 ( 3,671 ) 3,400 6,762 ( 2,149 ) 4,613 Tradenames 3 - 10 years - - - 3,070 ( 3,034 ) 36 Backlog 17 months - - - 1,210 ( 1,210 ) - Total $ 29,071 $ ( 16,744 ) $ 12,327 $ 33,042 $ ( 17,282 ) $ 15,760 The Company recorded amortization expense of $ 1.3 million for both the three months ended February 25, 2023 and February 26, 2022, and $ 3.7 million and $ 3.6 million for the nine months ended February 25, 2023 and February 26, 2022, respectively . The following table presents future estimated amortization expense based on existing intangible assets (in thousands): Fiscal Years: 2023 (remaining three months) $ 1,275 2024 5,017 2025 3,542 2026 2,238 2027 255 Total $ 12,327 Actual future estimated amortization expense could differ from these estimated amounts as a result of future acquisitions, dispositions, impairments, and other factors or changes. |
Leases
Leases | 9 Months Ended |
Feb. 25, 2023 | |
Leases [Abstract] | |
Leases | 6. Leases The Company currently leases office space, vehicles and certain equipment under operating leases through fiscal 2030. In addition, the Company owns its headquarters office building located in Irvine, California and leases approximately 13,000 square feet of the approximately 57,000 square feet of the building to independent third parties pursuant to operating lease agreements with terms through fiscal 2025. Lease cost components included within selling, general and administrative expenses in the Consolidated Statements of Operations were as follows (in thousands): Three Months Ended Nine Months Ended February 25, 2023 February 26, 2022 February 25, 2023 February 26, 2022 Operating lease cost (1) $ 1,891 $ 2,185 $ 5,364 $ 6,672 Short-term lease cost 32 23 64 66 Variable lease cost 336 504 925 1,587 Sublease income (2) ( 113 ) ( 282 ) ( 402 ) ( 800 ) Total lease cost $ 2,146 $ 2,430 $ 5,951 $ 7,525 (1) Operating lease cost for the nine months ended February 25, 2023 includes a $ 0.4 million reduction resulting from a one-time settlement of a lease liability involving an office space. (2) Sublease income does not include rental income received from owned property, which is not material. The weighted-average lease term and weighted-average discount rate for operating leases as of February 25, 2023 and May 28, 2022 are presented in the following table: As of As of February 25, 2023 May 28, 2022 Weighted-average remaining lease term 3.6 years 3.3 years Weighted-average discount rate 3.91 % 3.81 % Cash flow and other noncash information related to operating leases is included in the following table (in thousands): Three Months Ended Nine Months Ended February 25, 2023 February 26, 2022 February 25, 2023 February 26, 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,269 $ 2,720 $ 7,045 $ 8,501 Right-of-use assets obtained in exchange for new operating lease obligations $ 217 $ 231 $ 4,206 $ 1,699 Future m aturities of operating lease liabilities as of February 25, 2023 are presented in the following table (in thousands): Fiscal Years: Operating Lease Maturity 2023 (remaining three months) $ 2,218 2024 7,788 2025 4,083 2026 2,523 2027 1,662 Thereafter 2,376 Total future lease payments 20,650 Less: interest ( 1,397 ) Present value of operating lease liabilities $ 19,253 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Feb. 25, 2023 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 7. Long-Term Debt Prior to November 12, 2021, the Company had a $ 120.0 million secured revolving credit facility (the “Previous Credit Facility”) with Bank of America, pursuant to the terms of the Credit Agreement dated October 17, 2016 between the Company and Resources Connection LLC, as borrowers, and Bank of America, N.A. as lender (as amended, the “Previous Credit Agreement”). The Previous Credit Agreement was set to mature on October 17, 2022 . On November 12, 2021, the Company and Resources Connection LLC, as borrowers, and all of the Company’s domestic subsidiaries, as guarantors, entered into a new credit agreement with the lenders that are party thereto and Bank of America, N.A. as administrative agent for the lenders (the “New Credit Agreement”), and concurrently terminated the Previous Credit Facility . The New Credit Agreement provides for a $ 175.0 million senior secured revolving loan (the “New Credit Facility”), which includes a $ 10.0 million sublimit for the issuance of standby letters of credit and a swingline sublimit of $ 20.0 million. The New Credit Facility also includes an option to increase the amount of the revolving loan up to an additional $ 75.0 million , subject to the terms of the New Credit Agreement . The New Credit Facility matures on November 12, 2026 . The obligations under the New Credit Facility are secured by substantially all assets of the Company, Resources Connection LLC and all of the Company’s domestic subsidiaries. Borrowings under the New Credit Facility bear interest at a rate per annum of either, at the Company’s election, (i) Term SOFR (as defined in the New Credit Agreement) plus a margin ranging from 1.25 % to 2.00 % or (ii) the Base Rate (as defined in the New Credit Agreement), plus a margin of 0.25 % to 1.00 % with the applicable margin depending on the Company’s consolidated leverage ratio, which resulted in an interest rate of 0 % as of February 25, 2023 (due to no borrowings) and 2.15 % as of May 28, 2022. The Company pays an unused commitment fee on the average daily unused portion of the New Credit Facility, which ranges from 0.20 % to 0.30 % depending on the Company’s consolidated leverage ratio. The New Credit Agreement 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 New Credit Agreement requires the Company to comply with financial covenants including limitation on the Company’s total funded debt, minimum interest coverage ratio and maximum leverage ratio. The Company was compliant with all financial covenants under the New Credit Agreement as of February 25, 2023. The Company had no borrowings as of February 25, 2023 and borrowed $ 54.0 million as of May 28, 2022 under the New Credit Facility. In addition, the Company had $ 0.8 million and $ 1.2 million of outstanding letters of credit issued as of February 25, 2023 and May 28, 2022, respectively, in each case under the New Credit Facility. As of February 25, 2023, there was $ 174.2 million remaining capacity under the New Credit Facility. On November 2, 2022, Resources Global Enterprise Consulting (Beijing) Co., Ltd . (a wholly-owned subsidiary of the Company), as borrower, and the Company, as guarantor, entered into a RMB 13.4 million (USD $ 1.8 million based on the prevailing exchange rate on November 2, 2022) revolving credit facility with Bank of America, N.A. (Beijing) as the lender (the “Beijing Revolver”). The Beijing Revolver bears interest at loan prime rate plus 0.80 %. Interest incurred on borrowings will be payable monthly in arrears. As of February 25, 2023, the Company had no borrowings outstanding under the Beijing Revolver and RMB 13.4 million ($ 1.9 million based on the prevailing exchange rate on February 25, 2023) in availability under the Beijing Revolver. The availability of proceeds under the Beijing Revolver is at the lender's absolute discretion and may be terminated at any time by the lender, with or without prior notice to the borrower. |
Income Taxes
Income Taxes | 9 Months Ended |
Feb. 25, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | 8. Income Taxes For the three months ended February 25, 2023 and February 26, 2022, the Company’s income tax benefit was nearly zero , an effective tax benefit rate of less than 0.1 %, and $ 2.2 million, an effective tax benefit rate of 12.7 %, respectively. For the nine months ended February 25, 2023 and February 26, 2022 , the Company’s income tax expense was $ 12.9 million, an effective tax rate of 23.2 %, and $ 8.6 million, an effective tax rate of 15.5 %, respectively. The effective tax rate for the third quarter of fiscal 2022 was attributed largely to a non-recurring tax benefit of $ 2.6 million from the dissolution of the Company’s French entity and a tax benefit of $ 4.9 million from the release of a valuation allowance in a specific European entity. The effective tax rate for the third quarter of fiscal 2023 was attributed largely to a tax benefit of $ 1.9 million from the release of a valuation allowance in two European entities. The Company operates in an international environment. Accordingly, the consolidated effective tax rate is a composite rate reflecting the earnings (losses) in various locations and the applicable tax rates in those jurisdictions, and fluctuations in the consolidated effective tax rate year over year, are due to the changes in the mix of operating income and losses amongst the various jurisdictions in which the Company operates. Given the current earnings and anticipated future earnings of some of the Company’s foreign locations, the Company believes there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow it to reach a conclusion that the valuation allowance on the deferred tax assets of certain foreign entities will no longer be needed. Releasing the valuation allowance would result in the recognition of previously unrecognized deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change depending on the level of profitability that the Company is able to actually achieve. For the three months ended February 25, 2023 and February 26, 2022 , the Company recognized a tax benefit of approximately $ 0.2 million and $ 0.5 million, respectively, associated with the exercise of nonqualified stock options, vesting of restricted stock or restricted stock unit awards, and disqualifying dispositions by employees of shares acquired under the Employee Stock Purchase Plan (“ESPP”). For the nine months ended February 25, 2023 and February 26, 2022 , the Company recognized a tax benefit of approximately $ 2.0 million and $ 1.3 million, respectively, associated with the exercise of nonqualified stock options, vesting of restricted stock awards, restricted stock units, and disqualifying dispositions by employees of shares acquired under the ESPP. The Company’s total liability for unrecognized gross tax benefits, including accrued interest and penalties, was $ 0.9 million as of both February 25, 2023 and May 28, 2022, which, if ultimately recognized, any differences in assessment or non-assessment would impact the effective tax rate in future periods. The unrecognized tax benefits are included in other long-term liabilities in the Consolidated Balance Sheets. None of the unrecognized tax benefits are short-term liabilities as the Company does not anticipate any cash payments within 12 months to settle the liability. In April 2022, the Company filed for a U.S. federal income tax refund in the amount of $ 34.8 million related to the carry back of the fiscal year 2021 net operating loss to fiscal years 2016 to 2018 and refund of alternative minimum tax (“AMT”) credits for fiscal years 2019 and 2020. As of February 25, 2023, the Company has received a refund of $ 35.5 million (including interest income of $ 0.7 million). The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law by the U.S. government. The IRA includes implementation of a new alternative minimum tax, an excise tax on stock buybacks, and significant tax incentives for energy and climate initiatives, among other provisions. The Company is evaluating the provisions included under the IRA and does not expect the provisions to have a material impact to the Company’s consolidated financial statements. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Feb. 25, 2023 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity Stock Repurchase Program The Company’s board of directors has previously approved a stock repurchase program authorizing the repurchase, at the discretion of the Company’s senior executives, of the Company’s common stock for a designated aggregate dollar limit. The current program was authorized in July 2015 (the “July 2015 Program”) and set an aggregate dollar limit not to exceed $ 150 million. Subject to the aggregate dollar limit, the currently authorized stock repurchase program does not have an expiration date. 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 25, 2023, the Company purchased 300,000 shares of its common stock on the open market at an average price of $ 17.19 per share, for an aggregate total purchase price of approximately $ 5.2 million. During the nine months ended February 25, 2023, the Company purchased 618,438 shares of its common stock on the open market at an average price of $ 16.99 per share, for an aggregate total purchase price of approximately $ 10.5 million. As of February 25, 2023, approximately $ 54.9 million remained available for future repurchases of the Company’s common stock under the July 2015 Program. On December 8, 2021, the Company repurchased 1,155,236 shares of the Company’s common stock in a privately negotiated transaction with Dublin Acquisition, LLC (the “Seller”) pursuant to the terms of a Stock Purchase Agreement, dated December 3, 2021, entered into between the Company and the Seller (the “Stock Purchase Agreement”). The Stock Purchase Agreement provided that the purchase price per share was $ 17.01 , equal to the lower of (i) the 10 -day volume-weighted average price for the period ending on Friday December 3, 2021 or (ii) the closing price on December 3, 2021. The purchased shares had previously been issued to the Seller in connection with the Company’s acquisition of Accretive Solutions, Inc. in November 2017. Quarterly Dividend Subject to approval each quarter by its board of directors, the Company pays a regular dividend. On January 19, 2023, the board of directors declared a regular quarterly dividend of $ 0.14 per share of the Company’s common stock. The dividend was paid on March 16, 2023 to stockholders of record at the close of business on February 16, 2023. As of February 25, 2023 and May 28, 2022, $ 4.7 million and $ 4.6 million, respectively, were accrued and recorded in other current liabilities in the Company’s Consolidated Balance Sheets for dividends declared but not yet paid. We pay dividend equivalents on outstanding restricted stock units and performance stock units. Dividend equivalents are accrued and paid upon vesting of restricted stock units and earned performance stock units. 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 New Credit Facility and other agreements, and other factors deemed relevant by the board of directors. Retirement of Treasury Shares On November 8, 2021, the Company retired 31.7 million shares of its common stock held in treasury. The shares were returned to the status of authorized but unissued shares. As a result, the treasury stock balance decreased by approximately $ 520.7 million. In connection with the retirement, the Company reduced its common stock, additional paid-in capital, and retained earnings balances by $ 0.3 million, $ 157.6 million, and $ 362.7 million, respectively. Refer to Note 2 — Summary of Significant Accounting Policies for the Company’s accounting policy for the retirement of treasury shares. |
Restructuring Activities
Restructuring Activities | 9 Months Ended |
Feb. 25, 2023 | |
Restructuring Activities [Abstract] | |
Restructuring Activities | 10. Restructuring Activities During calendar year 2020, the Company initiated a global restructuring and business transformation plan in North America, Asia Pacific and Europe (the “Restructuring Plans”). The Restructuring Plans consisted of two key components: (i) an effort to streamline the management and organizational structure and eliminate certain positions as well as exit certain markets to focus on core solution offerings and high-growth clients; and (ii) a strategic rationalization of the Company’s physical geographic footprint and real estate spend to focus investment dollars in high-growth core markets for greater impact. The Company incurred employee termination and facility exit costs associated with the Company’s restructuring initiatives within its RGP segment, which were recorded in selling, general and administrative expenses in its Consolidated Statements of Operations. The Restructuring Plans were substantially completed in fiscal 2021. Restructuring costs were insignificant for both the three months ended February 25, 2023 and February 26, 2022. Restructuring costs, including real estate exit costs and adjustments to employee termination costs, associated with the restructuring activities were ($ 0.4 ) million and $ 0.8 million for the nine months ended February 25, 2023 and February 26, 2022, respectively. Restructuring liability recorded in accounts payable and accrued expenses in the Consolidated Balance Sheet was zero and $ 0.4 million as of February 25, 2023 and May 28, 2022, respectively. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 9 Months Ended |
Feb. 25, 2023 | |
Stock-Based Compensation Plans [Abstract] | |
Stock-Based Compensation Plans | 11. Stock-Based Compensation Plans General The Company’s stockholders approved the Resources Connection, Inc. 2020 Performance Incentive Plan (the “2020 Plan”) on October 22, 2020, which replaced and succeeded in its entirety the Resources Connection, Inc. 2014 Performance Incentive Plan (the “2014 Plan”). Executive officers and certain employees, as well as non-employee directors of the Company and certain consultants and advisors are eligible to participate in the 2020 Plan. The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2020 Plan equals: (1) 1,797,440 (which represents the number of shares that were available for additional award grant purposes under the 2014 Plan immediately prior to the termination of the authority to grant new awards under the 2014 Plan as of October 22, 2020), plus (2) the number of any shares subject to stock options granted under the 2014 Plan or the Resources Connection, Inc. 2004 Performance Incentive Plan (together with the 2014 Plan, the “Prior Plans”) and outstanding as of October 22, 2020 which expire, or for any reason are cancelled or terminated, after that date without being exercised, plus (3) the number of any shares subject to restricted stock and restricted stock unit awards granted under the Prior Plans that are outstanding and unvested as of October 22, 2020 which are forfeited, terminated, cancelled, or otherwise reacquired after that date without having become vested. Awards under the 2020 Plan may include, but are not limited to, stock options, stock appreciation rights, restricted stock, performance stock, stock units, stock bonuses and other forms of awards granted or denominated in shares of common stock or units of common stock, as well as certain cash bonus awards. Historically, the Company has granted restricted stock, restricted stock units and stock option awards under the 2020 Plan that typically vest in equal annual installments, and performance stock unit awards under the 2020 Plan that vest upon the achievement of certain Company-wide performance targets at the end of the defined performance period. Stock option grants typically terminate ten years from the date of grant. Vesting periods for restricted stock, restricted stock units and stock option awards range from three to four years . The performance period for the performance stock unit awards is three years . As of February 25, 2023, there were 1,219,929 shares available for further award grants under the 2020 Plan. Stock-Based Compensation Expense The Company recognizes stock-based compensation expense on time-vesting equity awards ratably over the applicable vesting period based on the grant date fair value, net of estimated forfeitures. Expense related to the liability-classified awards reflects the change in fair value during the reporting period. The number of performance stock units earned at the end of the performance period may equal, exceed or be less than the targeted number of shares depending on whether the performance criteria are met, surpassed or not met. During each reporting period, the Company uses the latest forecasted results to estimate the number of shares expected to be issued at the end of the performance period. Any resulting changes to stock compensation expense are adjusted in the period in which the change in estimates occur. Stock-based compensation expense included in selling, general and administrative expenses was $ 2.6 million and $ 2.2 million for the three months ended February 25, 2023 and February 26, 2022, respectively, and $ 7.4 million and $ 5.9 million for the nine months ended February 25, 2023 and February 26, 2022 , respectively . These amounts consisted of stock-based compensation expense related to employee stock options, restricted stock awards, restricted stock unit awards and performance stock unit awards under the 2020 Plan and Prior Plans, employee stock purchases made via the ESPP, and stock units credited under the Directors Deferred Compensation Plan. The Company recognized a tax benefit of approximately $ 0.5 million associated with such stock - based compensation expense during each of the three months ended February 25, 2023 and February 26, 2022, and $ 1.5 million and $ 1.3 million during the nine months ended February 25, 2023 and February 26, 2022 , respectively . Stock Options The following table summarizes the stock option activity for the nine months ended February 25, 2023 (in thousands, except weighted-average exercise price): Number of Options Weighted-Average Exercise Price Outstanding at May 28, 2022 3,350 $ 16.08 Exercised ( 477 ) 15.48 Forfeited ( 28 ) 17.42 Expired ( 36 ) 16.05 Outstanding at February 25, 2023 2,809 $ 16.18 Exercisable at February 25, 2023 2,590 $ 16.07 Vested and expected to vest at February 25, 2023 (1) 2,797 $ 16.17 (1) The options expected to vest are the result of applying the pre-vesting forfeiture rate assumptions to options not yet vested of 218,745 as of February 25, 2023. As of February 25, 2023, there was $ 0.5 million of total unrecognized compensation cost related to unvested and outstanding employee stock options. The cost is expected to be recognized over a weighted-average period of 0.58 years. Employee Stock Purchase Plan On October 20, 2022, the Company’s stockholders approved an amendment to the ESPP that increased the number of shares authorized for issuance under the ESPP by 1,500,000 , resulting in a maximum number of shares of the Company’s common stock authorized for issuance under the ESPP of 3,325,000 . The Company’s 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 Company issued approximately 393,060 and 463,000 shares of common stock pursuant to the ESPP during the nine months ended February 25, 2023 and February 26, 2022, respectively. There were 1,778,924 shares of common stock available for issuance under the ESPP as of February 25, 2023. Restricted Stock Awards (“RSAs”) The following table summarizes the activities for the unvested RSAs for the nine months ended February 25, 2023 (in thousands, except weighted-average grant-date fair value): Shares Weighted-Average Grant-Date Fair Value Outstanding at May 28, 2022 183 $ 15.88 Granted 97 18.31 Vested ( 71 ) 15.37 Forfeited - - Unvested as of February 25, 2023 209 $ 17.19 Expected to vest as of February 25, 2023 182 $ 17.13 As of February 25, 2023, there was $ 2.7 million of total unrecognized compensation cost related to unvested RSAs. The cost is expected to be recognized over a weighted-average period of 1.61 years. Restricted Stock Units (“RSUs”) The Company may issue either equity-classified RSUs, which are awards granted to employees under the 2020 Plan that settle in shares of the Company’s common stock, or liability-classified RSUs, which are awards credited to board of director members under the Directors Deferred Compensation Plan that settle in cash. The following table summarizes the activities for the unvested RSUs, including both equity- and liability-classified RSUs, for the nine months ended February 25, 2023 (in thousands, except weighted-average grant-date fair value): Equity-Classified RSUs Liability-Classified RSUs Total RSUs Shares Weighted-Average Grant-Date Fair Value Shares Weighted-Average Grant-Date Fair Value Shares Weighted-Average Grant-Date Fair Value Outstanding at May 28, 2022 579 $ 14.03 66 $ 14.89 645 $ 14.12 Granted (1) 244 18.24 25 18.60 269 18.27 Vested ( 175 ) 13.63 ( 31 ) 15.35 ( 206 ) 13.89 Forfeited ( 17 ) 12.96 - - ( 17 ) 12.96 Unvested as of February 25, 2023 631 $ 15.77 60 $ 16.55 691 $ 15.84 Expected to vest as of February 25, 2023 567 $ 15.70 60 $ 16.55 627 $ 15.78 (1) The dividend equivalents are included in the granted shares. As of February 25, 2023, there was $ 7.6 million of total unrecognized compensation cost related to unvested equity-classified RSUs. The cost is expected to be recognized over a weighted-average period of 1.85 years. As of February 25, 2023, there was $ 0.9 million of total unrecognized compensation cost related to unvested liability-classified RSUs. The cost is expected to be recognized over a weighted-average period of 1.90 years. Performance Stock Units (“PSUs”) During the nine months ended February 25, 2023 and February 26, 2022, the Company issued PSUs to certain members of management and other select employees. The total number of shares that would vest under the PSUs will be determined at the end of the respective three-year performance period based on the Company’s achievement of certain revenue and Adjusted EBITDA (as defined below in Note 13 – Segment Information and Enterprise Reporting ) percentage targets over the performance period. The following table summarizes the activities for the unvested PSUs for the nine months ended February 25, 2023 (in thousands, except weighted-average grant-date fair value): Shares (1) Weighted-Average Grant-Date Fair Value Outstanding at May 28, 2022 196 $ 18.41 Granted (2) 240 18.24 Vested - - Forfeited ( 4 ) 18.44 Unvested as of February 25, 2023 432 $ 18.32 Expected to vest as of February 25, 2023 386 $ 18.32 (1) Shares are presented in this table at the stated target, which represents the base number of shares that would vest over the respective performance period. Actual shares that vest may be zero to 150 % of the target based on the achievement of the specific company-wide performance targets. (2) The dividend equivalents are included in the granted shares. As of February 25, 2023, there was $ 5.5 million of total unrecognized compensation cost related to unvested PSUs. The cost is expected to be recognized over a weighted-average period of 1.86 years. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Feb. 25, 2023 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 12. Commitments and Contingencies Legal Proceedings The Company is involved in certain legal matters arising in the ordinary course of business. In the opinion of management, none of such matters, if disposed of unfavorably, would have a material adverse effect on the Company’s financial position, cash flows or results of operations. |
Segment Information And Enterpr
Segment Information And Enterprise Reporting | 9 Months Ended |
Feb. 25, 2023 | |
Segment Information And Enterprise Reporting [Abstract] | |
Segment Information And Enterprise Reporting | 13. Segment Information and Enterprise Reporting The tables below reflect the operating results of the Company’s segments consistent with the management and performance measurement system utilized by the Company. Upon completing the sale of the taskforce operating segment, effective May 31, 2022, the Company’s operating segments consist of RGP and Sitrick. Prior-period comparative segment information was not restated. See Note 2 – Summary of Significant Accounting Policies for further discussion about the Company’s operating and reportable segments. Performance measurement is based on segment Adjusted EBITDA, a non-GAAP measure. Adjusted EBITDA is defined as net income before amortization expense, depreciation expense, interest and income taxes plus or minus stock-based compensation expense, technology transformation costs, goodwill impairment, restructuring costs, and contingent consideration adjustments. Adjusted EBITDA at the segment level excludes certain shared corporate administrative costs that are not practical to allocate. The Company’s CODM does not evaluate segments using asset information. The following table discloses the Company’s revenue and Adjusted EBITDA by segment for all periods presented (in thousands): Three Months Ended Nine Months Ended February 25, February 26, February 25, February 26, 2023 2022 2023 2022 (Unaudited) (Unaudited) Revenue: RGP $ 184,270 $ 195,251 $ 582,849 $ 557,584 Other Segments (1) 2,507 9,358 8,345 30,403 Total revenue $ 186,777 $ 204,609 $ 591,194 $ 587,987 Adjusted EBITDA: RGP $ 25,320 $ 30,656 $ 101,331 $ 91,833 Other Segments (1) 113 579 761 2,817 Reconciling items (2) ( 8,817 ) ( 8,766 ) ( 25,135 ) ( 24,881 ) Total Adjusted EBITDA (3) $ 16,616 $ 22,469 $ 76,957 $ 69,769 (1) Amounts reported in Other Segments for the three and nine months ended February 25, 2023 include Sitrick, and, for the nine months ended February 25, 2023, an immaterial amount from taskforce from May 29, 2022 through May 31, 2022, the completion date of the sale. Amounts previously reported for the three and nine months ended February 26, 2022 included the Sitrick and taskforce operating segments . (2) Reconciling items are generally comprised of u nallocated corporate administrative costs, including management and board compensation, corporate support function costs and other general corporate costs that are not allocated to segments. (3) A reconciliation of the Company’s net income to Adjusted EBITDA on a consolidated basis is presented below. The table below represents a reconciliation of the Company’s net income to Adjusted EBITDA for all periods presented (in thousands): Three Months Ended Nine Months Ended February 25, February 26, February 25, February 26, 2023 2022 2023 2022 (Unaudited) (Unaudited) Net income $ 7,019 $ 19,421 $ 42,591 $ 46,648 Adjustments: Amortization expense 1,275 1,321 3,743 3,608 Depreciation expense 885 882 2,652 2,694 Interest expense, net 147 307 662 744 Income tax (benefit) expense ( 2 ) ( 2,192 ) 12,867 8,561 EBITDA 9,324 19,739 62,515 62,255 Stock-based compensation expense 2,609 2,202 7,375 5,851 Technology transformation costs (1) 1,737 461 4,476 690 Goodwill impairment (2) 2,955 - 2,955 - Restructuring costs (3) ( 9 ) 67 ( 364 ) 807 Contingent consideration adjustment - - - 166 Adjusted EBITDA $ 16,616 $ 22,469 $ 76,957 $ 69,769 (1) Technology transformation costs represent costs included in net income related to the Company’s initiative to upgrade its technology platform globally, including a cloud-based enterprise resource planning system and talent acquisition and management system. Such costs primarily include software licensing costs, third-party consulting fees and costs associated with dedicated internal resources that are not capitalized. (2) Goodwill impairment charge recognized during the three and nine months ended February 25, 2023 was related to the Sitrick operating segment. (3) The Company substantially completed the Restructuring Plans in fiscal 2021. Substantially all the remaining accrued restructuring liability on the books related to employee termination costs was either paid or released as of February 25, 2023 . |
Subsequent Event
Subsequent Event | 9 Months Ended |
Feb. 25, 2023 | |
Subsequent Event [Abstract] | |
Subsequent Event | 14. Subsequent Event Collection on taskforce’s note receivable On March 3, 2023, the Company received EUR 2.4 million (approximately $ 2.5 million) of repayment on the note receivable from the Purchasers of taskforce . See Note 4 – Dispositions. Including accrued interest, the remaining balance of the note receivable was EUR 0.6 million (approximately $ 0.6 million). |
Description Of The Company An_2
Description Of The Company And Its Business (Policy) | 9 Months Ended |
Feb. 25, 2023 | |
Description Of The Company And Its Business [Abstract] | |
Fiscal Period | The Company’s fiscal year consists of 52 or 53 weeks, ending on the Saturday in May closest to May 31 . The third quarters of fiscal 2023 and 2022 each consisted of 13 weeks. The Company’s fiscal year 2023 will consist of 52 weeks. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policy) | 9 Months Ended |
Feb. 25, 2023 | |
Summary Of Significant Accounting Policies [Abstract] | |
Basis Of Presentation | Basis of Presentation The accompanying unaudited financial statements of the Company as of and for the three and nine months ended February 25, 2023 and February 26, 2022 have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements include all adjustments (consisting only of normal recurring adjustments) the Company’s management considers necessary for a fair presentation of its financial position at such dates and the operating results and cash flows for those periods. The financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 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. The fiscal 2022 year-end balance sheet data was derived from audited consolidated financial statements, and certain information and note disclosures normally included in annual financial statements prepared in accordance with 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 unaudited consolidated 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 consolidated financial statements for the year ended May 28, 2022, which are included in the Company’s Annual Report on Form 10-K (“Fiscal Year 2022 Form 10-K”) filed with the SEC on July 28, 2022 (File No. 0-32113). A complete listing of the Company’s significant accounting policies is discussed in Note 2 – Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements included in the Fiscal Year 2022 Form 10-K. |
Reporting Segments | Reporting Segments On May 31, 2022, the Company divested taskforce – Management on Demand GmbH, and its wholly-owned subsidiary skillforce – Executive Search GmbH, a German professional services firm operating under the taskforce brand (“ taskforce”) ; see Note 4 – Dispositions for further information. Since the second quarter of fiscal 2021 and prior to the divestment, the business operated by taskforce , along with its parent company, Resources Global Professionals (Germany) GmbH (“RGP Germany”), an affiliate of the Company, represented an operating segment of the Company and was reported as a part of Other Segments. Effective May 31, 2022, the Company’s operating segments consist of the following: RGP – a global consulting firm focused on project execution services that power clients’ operational needs and change initiatives utilizing on-demand, experienced and diverse talent; and Sitrick – a crisis communications and public relations firm which operates under the Sitrick brand, providing corporate, financial, transactional and crisis communication and management services. Each of these segments reports through a separate management team to the Company’s Chief Executive Officer, who is designated as the Chief Operating Decision Maker (“CODM”) for segment reporting purposes. RGP is the Company’s only operating segment that meets the quantitative threshold of a reportable segment. Sitrick does not individually meet the quantitative threshold to qualify as a reportable segment. Therefore, Sitrick is disclosed in Other Segments. Each of these segments represents a reporting unit for the purposes of assessing goodwill for impairment. Prior-period comparative segment information was not restated as a result of the divestiture of taskforce as the Company did not have a change in internal organization or the financial information that the CODM uses to assess performance and allocate resources. See Note 13 – Segment Information and Enterprise Reporting for further information. |
Per Share Information | Per Share Information The Company presents both basic and diluted earnings per 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 shares and common equivalent shares outstanding during the period, calculated using the treasury stock method. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect. The following table summarizes the calculation of net income per common share for the three and nine months ended February 25, 2023 and February 26, 2022 (in thousands, except per share amounts): Three Months Ended Nine Months Ended February 25, February 26, February 25, February 26, 2023 2022 2023 2022 Net income $ 7,019 $ 19,421 $ 42,591 $ 46,648 Basic: Weighted-average shares 33,466 32,738 33,418 32,951 Diluted: Weighted-average shares 33,466 32,738 33,418 32,951 Potentially dilutive shares 683 637 827 605 Total diluted shares 34,149 33,375 34,245 33,556 Net income per common share: Basic $ 0.21 $ 0.59 $ 1.27 $ 1.42 Diluted $ 0.21 $ 0.58 $ 1.24 $ 1.39 Anti-dilutive shares not included above 694 1,924 650 2,009 |
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 Company’s financial instruments, including cash and cash equivalents, trade accounts receivable, accounts payable and other 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. |
Goodwill Impairment | Goodwill Impairment Goodwill is tested for impairment on an annual basis in the fourth quarter and more frequently if indicators of potential impairment exist. Impairment testing is conducted at the reporting unit level. Application of the goodwill impairment test requires judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Company’s business, and determination of the Company’s weighted average cost of capital. Under Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other , the qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows or planned revenue or earnings of the reporting unit as potential indicators when determining the need for a quantitative assessment of impairment. The Company has assessed the existence of impairment indicators on goodwill associated with Sitrick, one of the Company’s operating segments and reporting units, as of February 25, 2023, and determined that quantitative impairment analyses were required due to its business performance. As a result of the quantitative impairment test, the Company concluded that the carrying amount of the Sitrick exceeded its fair value, which resulted in an impairment charge of $ 3.0 million on the goodwill associated within the Other Segments on the consolidated statements of operations for the three and nine months ended February 25, 2023. No goodwill remains within Other Segments as of February 25, 2023 . See Note 5 – Goodwill and Intangible Assets for further information. |
Assets And Liabilities Held For Sale | Assets and Liabilities Held for Sale Assets and liabilities held for sale represent primarily cash, accounts receivable, goodwill and other assets and liabilities that met the criteria of “held for sale” accounting, as specified by ASC 360, Property, Plant, and Equipment . The effect of suspending amortization on noncurrent assets held for sale was immaterial to the Company’s results of operations. The Company records assets and liabilities held for sale at the lower of carrying value or fair value less cost to sell. Fair value was based on the estimated proceeds from the sale of the business utilizing the purchase price as defined in the agreement. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of sale. As of May 28, 2022, the Company classified certain assets and liabilities as held for sale in connection with the sale of taskforce , which closed on May 31, 2022. See Note 4 – Dispositions for further information. |
Capitalized Hosting Arrangements | Capitalized Hosting Arrangements The capitalized hosting arrangements costs are primarily related to the implementation of a cloud-based enterprise resource planning system and talent acquisition and management system. Such costs include third party implementation costs and costs associated with internal resources directly involved in the implementation. Capitalized hosting arrangements are stated at historical cost and amortized on a straight-line basis over an estimated useful life of the expected term of the hosting arrangement, taking into consideration several other factors such as, but not limited to, options to extend the hosting arrangement or options to terminate the hosting arrangement. The amortization of capitalized implementation costs for hosting arrangements will commence when the systems are ready for their intended use and will be presented as operating expenses on the consolidated statements of operations consistent with the presentation for expensing the fees for the associated hosting arrangement. As of February 25, 2023 , the capitalized costs related to hosting arrangements incurred during the application development stage were $ 3.2 million. These capitalized hosting arrangements are included in other non-current assets on the consolidated balance sheet and no costs were amortized. There were no capitalized costs recorded as of May 28, 2022. |
Stock Repurchases And Retirement | Stock Repurchases and Retirement The Company’s stock repurchase program provides an opportunity for the Company to repurchase shares at the discretion of the Company’s senior executives based on numerous factors, including, without limitation, share price and other market conditions, the Company’s ongoing capital allocation planning, the levels of cash and debt balances, and other demands for cash. The Company recognizes treasury stock based on the amount paid to repurchase its shares. Direct costs incurred to acquire treasury stock are treated like stock issue costs and added to the cost of the treasury stock. The Company accounts for the retirement of repurchased shares using the par value method under which the cost of repurchased and retired shares in excess of the par value is allocated between additional paid-in capital and retained earnings. When the repurchase price is greater than the original issue proceeds, the excess is charged to retained earnings. The Company uses the weighted-average cost flow assumption to identify and assign the original issue proceeds to the cost of the shares repurchased and retired. The Company believes that this allocation method is preferable because it more accurately reflects its paid-in capital balances by allocating the cost of the shares repurchased and retired to paid-in capital in proportion to paid-in capital associated with the original issuance of those shares. See Note 9 – Stockholders’ Equity for further information. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements No recent accounting pronouncements or changes in accounting pronouncements have been issued or adopted that are of material significance , or have potential material significance, to the Company’s financial statements since those discussed in the Company’s Fiscal Year 2022 Form 10-K. |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 9 Months Ended |
Feb. 25, 2023 | |
Summary Of Significant Accounting Policies [Abstract] | |
Calculation Of Net Income Per Common Share | Three Months Ended Nine Months Ended February 25, February 26, February 25, February 26, 2023 2022 2023 2022 Net income $ 7,019 $ 19,421 $ 42,591 $ 46,648 Basic: Weighted-average shares 33,466 32,738 33,418 32,951 Diluted: Weighted-average shares 33,466 32,738 33,418 32,951 Potentially dilutive shares 683 637 827 605 Total diluted shares 34,149 33,375 34,245 33,556 Net income per common share: Basic $ 0.21 $ 0.59 $ 1.27 $ 1.42 Diluted $ 0.21 $ 0.58 $ 1.24 $ 1.39 Anti-dilutive shares not included above 694 1,924 650 2,009 |
Dispositions (Tables)
Dispositions (Tables) | 9 Months Ended |
Feb. 25, 2023 | |
Dispositions [Abstract] | |
Summary Of Information Related To Major Classes Of Assets And Liabilities Classified As Held For Sale | Assets & Liabilities Held for Sale As of taskforce - Management on Demand GmbH May 28, 2022 Cash and cash equivalents $ 245 Trade accounts receivable, net of allowance for doubtful accounts 4,044 Prepaid expenses and other current assets 262 Income taxes receivable 6 Goodwill 3,886 Intangible assets, net 1,060 Property and equipment, net 204 Operating right-of-use assets 177 Other assets 5 Total assets held for sale $ 9,889 Accounts payable and accrued expenses $ 2,316 Accrued salaries and related obligations 325 Operating lease liabilities, current 91 Other liabilities 158 Intercompany balances with other entities 1,441 Operating lease liabilities, noncurrent 88 Total liabilities held for sale $ 4,419 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 9 Months Ended |
Feb. 25, 2023 | |
Goodwill And Intangible Assets [Abstract] | |
Summary Of Activity In Goodwill Balance | RGP Other Segments Total Balance as of May 28, 2022 $ 206,830 $ 2,955 $ 209,785 Goodwill impairment - ( 2,955 ) ( 2,955 ) Impact of foreign currency exchange rate changes ( 391 ) - ( 391 ) Balance as of February 25, 2023 $ 206,439 $ - $ 206,439 |
Summary Of Intangible Assets And Related Accumulated Amortization | As of February 25, 2023 As of May 28, 2022 Estimated Gross Net Gross Net Useful Carrying Accumulated Carrying Carrying Accumulated Carrying Life Amount Amortization Amount Amount Amortization Amount Customer contracts and relationships 3 - 8 years $ 22,000 $ ( 13,073 ) $ 8,927 $ 22,000 $ ( 10,889 ) $ 11,111 Computer software 2 - 3.5 years 7,071 ( 3,671 ) 3,400 6,762 ( 2,149 ) 4,613 Tradenames 3 - 10 years - - - 3,070 ( 3,034 ) 36 Backlog 17 months - - - 1,210 ( 1,210 ) - Total $ 29,071 $ ( 16,744 ) $ 12,327 $ 33,042 $ ( 17,282 ) $ 15,760 |
Summary Of Future Estimated Amortization Expense | 2023 (remaining three months) $ 1,275 2024 5,017 2025 3,542 2026 2,238 2027 255 Total $ 12,327 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Feb. 25, 2023 | |
Leases [Abstract] | |
Lease Cost Components | Three Months Ended Nine Months Ended February 25, 2023 February 26, 2022 February 25, 2023 February 26, 2022 Operating lease cost (1) $ 1,891 $ 2,185 $ 5,364 $ 6,672 Short-term lease cost 32 23 64 66 Variable lease cost 336 504 925 1,587 Sublease income (2) ( 113 ) ( 282 ) ( 402 ) ( 800 ) Total lease cost $ 2,146 $ 2,430 $ 5,951 $ 7,525 (1) Operating lease cost for the nine months ended February 25, 2023 includes a $ 0.4 million reduction resulting from a one-time settlement of a lease liability involving an office space. (2) Sublease income does not include rental income received from owned property, which is not material. |
Lease Term And Discount Rate | As of As of February 25, 2023 May 28, 2022 Weighted-average remaining lease term 3.6 years 3.3 years Weighted-average discount rate 3.91 % 3.81 % |
Supplemental Cash Flow Information Related To Operating Leases | Three Months Ended Nine Months Ended February 25, 2023 February 26, 2022 February 25, 2023 February 26, 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,269 $ 2,720 $ 7,045 $ 8,501 Right-of-use assets obtained in exchange for new operating lease obligations $ 217 $ 231 $ 4,206 $ 1,699 |
Maturities Of Operating Lease Liabilities | Fiscal Years: Operating Lease Maturity 2023 (remaining three months) $ 2,218 2024 7,788 2025 4,083 2026 2,523 2027 1,662 Thereafter 2,376 Total future lease payments 20,650 Less: interest ( 1,397 ) Present value of operating lease liabilities $ 19,253 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 9 Months Ended |
Feb. 25, 2023 | |
Stock-Based Compensation Plans [Abstract] | |
Summary Of Stock Option Activity | Number of Options Weighted-Average Exercise Price Outstanding at May 28, 2022 3,350 $ 16.08 Exercised ( 477 ) 15.48 Forfeited ( 28 ) 17.42 Expired ( 36 ) 16.05 Outstanding at February 25, 2023 2,809 $ 16.18 Exercisable at February 25, 2023 2,590 $ 16.07 Vested and expected to vest at February 25, 2023 (1) 2,797 $ 16.17 (1) The options expected to vest are the result of applying the pre-vesting forfeiture rate assumptions to options not yet vested of 218,745 as of February 25, 2023. |
Summary Of Unvested Restricted Stock Awards | Shares Weighted-Average Grant-Date Fair Value Outstanding at May 28, 2022 183 $ 15.88 Granted 97 18.31 Vested ( 71 ) 15.37 Forfeited - - Unvested as of February 25, 2023 209 $ 17.19 Expected to vest as of February 25, 2023 182 $ 17.13 |
Summary Unvested Restricted Stock Unit Activity | Equity-Classified RSUs Liability-Classified RSUs Total RSUs Shares Weighted-Average Grant-Date Fair Value Shares Weighted-Average Grant-Date Fair Value Shares Weighted-Average Grant-Date Fair Value Outstanding at May 28, 2022 579 $ 14.03 66 $ 14.89 645 $ 14.12 Granted (1) 244 18.24 25 18.60 269 18.27 Vested ( 175 ) 13.63 ( 31 ) 15.35 ( 206 ) 13.89 Forfeited ( 17 ) 12.96 - - ( 17 ) 12.96 Unvested as of February 25, 2023 631 $ 15.77 60 $ 16.55 691 $ 15.84 Expected to vest as of February 25, 2023 567 $ 15.70 60 $ 16.55 627 $ 15.78 (1) The dividend equivalents are included in the granted shares. |
Summary Of Unvested Performance Stock Units Activity | Shares (1) Weighted-Average Grant-Date Fair Value Outstanding at May 28, 2022 196 $ 18.41 Granted (2) 240 18.24 Vested - - Forfeited ( 4 ) 18.44 Unvested as of February 25, 2023 432 $ 18.32 Expected to vest as of February 25, 2023 386 $ 18.32 (1) Shares are presented in this table at the stated target, which represents the base number of shares that would vest over the respective performance period. Actual shares that vest may be zero to 150 % of the target based on the achievement of the specific company-wide performance targets. (2) The dividend equivalents are included in the granted shares. |
Segment Information And Enter_2
Segment Information And Enterprise Reporting (Tables) | 9 Months Ended |
Feb. 25, 2023 | |
Segment Information And Enterprise Reporting [Abstract] | |
Summary Of Operating Results Of Segments | Three Months Ended Nine Months Ended February 25, February 26, February 25, February 26, 2023 2022 2023 2022 (Unaudited) (Unaudited) Revenue: RGP $ 184,270 $ 195,251 $ 582,849 $ 557,584 Other Segments (1) 2,507 9,358 8,345 30,403 Total revenue $ 186,777 $ 204,609 $ 591,194 $ 587,987 Adjusted EBITDA: RGP $ 25,320 $ 30,656 $ 101,331 $ 91,833 Other Segments (1) 113 579 761 2,817 Reconciling items (2) ( 8,817 ) ( 8,766 ) ( 25,135 ) ( 24,881 ) Total Adjusted EBITDA (3) $ 16,616 $ 22,469 $ 76,957 $ 69,769 (1) Amounts reported in Other Segments for the three and nine months ended February 25, 2023 include Sitrick, and, for the nine months ended February 25, 2023, an immaterial amount from taskforce from May 29, 2022 through May 31, 2022, the completion date of the sale. Amounts previously reported for the three and nine months ended February 26, 2022 included the Sitrick and taskforce operating segments . (2) Reconciling items are generally comprised of u nallocated corporate administrative costs, including management and board compensation, corporate support function costs and other general corporate costs that are not allocated to segments. (3) A reconciliation of the Company’s net income to Adjusted EBITDA on a consolidated basis is presented below. |
Reconciliation Of Net Income To Adjusted EBITDA | Three Months Ended Nine Months Ended February 25, February 26, February 25, February 26, 2023 2022 2023 2022 (Unaudited) (Unaudited) Net income $ 7,019 $ 19,421 $ 42,591 $ 46,648 Adjustments: Amortization expense 1,275 1,321 3,743 3,608 Depreciation expense 885 882 2,652 2,694 Interest expense, net 147 307 662 744 Income tax (benefit) expense ( 2 ) ( 2,192 ) 12,867 8,561 EBITDA 9,324 19,739 62,515 62,255 Stock-based compensation expense 2,609 2,202 7,375 5,851 Technology transformation costs (1) 1,737 461 4,476 690 Goodwill impairment (2) 2,955 - 2,955 - Restructuring costs (3) ( 9 ) 67 ( 364 ) 807 Contingent consideration adjustment - - - 166 Adjusted EBITDA $ 16,616 $ 22,469 $ 76,957 $ 69,769 (1) Technology transformation costs represent costs included in net income related to the Company’s initiative to upgrade its technology platform globally, including a cloud-based enterprise resource planning system and talent acquisition and management system. Such costs primarily include software licensing costs, third-party consulting fees and costs associated with dedicated internal resources that are not capitalized. (2) Goodwill impairment charge recognized during the three and nine months ended February 25, 2023 was related to the Sitrick operating segment. (3) The Company substantially completed the Restructuring Plans in fiscal 2021. Substantially all the remaining accrued restructuring liability on the books related to employee termination costs was either paid or released as of February 25, 2023 |
Description Of The Company An_3
Description Of The Company And Its Business (Narrative) (Details) | 9 Months Ended | 12 Months Ended |
Feb. 25, 2023 | May 27, 2023 | |
Description of the Company and its Business [Line Items] | ||
Fiscal period duration | 91 days | |
Scenario, Plan [Member] | ||
Description of the Company and its Business [Line Items] | ||
Fiscal period duration | 364 days | |
Minimum [Member] | ||
Description of the Company and its Business [Line Items] | ||
Fiscal period duration | 364 days | |
Maximum [Member] | ||
Description of the Company and its Business [Line Items] | ||
Fiscal period duration | 371 days |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Feb. 25, 2023 | Feb. 25, 2023 | May 28, 2022 | |
Business Acquisition [Line Items] | |||
Goodwill impairment | $ 2,955,000 | $ 2,955,000 | |
Goodwill | 206,439,000 | 206,439,000 | $ 209,785,000 |
Capitalized costs incurred on hosting arrangements | 3,200,000 | 0 | |
Amortized costs on hosting arrangements | 0 | ||
Other Segments [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill impairment | 2,955,000 | ||
Goodwill | $ 0 | $ 0 | $ 2,955,000 |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies (Calculation Of Net Income Per Common Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 25, 2023 | Feb. 26, 2022 | Feb. 25, 2023 | Feb. 26, 2022 | |
Summary Of Significant Accounting Policies [Abstract] | ||||
Net income | $ 7,019 | $ 19,421 | $ 42,591 | $ 46,648 |
Basic: | ||||
Weighted average shares | 33,466 | 32,738 | 33,418 | 32,951 |
Diluted: | ||||
Weighted average shares | 33,466 | 32,738 | 33,418 | 32,951 |
Potentially dilutive shares | 683 | 637 | 827 | 605 |
Total diluted shares | 34,149 | 33,375 | 34,245 | 33,556 |
Net income per common share | ||||
Basic (per share) | $ 0.21 | $ 0.59 | $ 1.27 | $ 1.42 |
Diluted (per share) | $ 0.21 | $ 0.58 | $ 1.24 | $ 1.39 |
Anti-dilutive shares not included above | 694 | 1,924 | 650 | 2,009 |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Feb. 25, 2023 | Feb. 25, 2023 | May 28, 2022 | |
Revenue Recognition [Abstract] | |||
Contract assets | $ 40.7 | $ 40.7 | $ 42.6 |
Contract liabilities | 3.7 | 3.7 | $ 4.2 |
Deferred revenue recognized | $ 0.6 | $ 2.3 |
Dispositions (Narrative) (Detai
Dispositions (Narrative) (Details) $ in Thousands, € in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
May 31, 2022 USD ($) | May 31, 2022 EUR (€) | Apr. 21, 2022 EUR (€) | Feb. 26, 2022 USD ($) | Feb. 25, 2023 USD ($) entity | Feb. 26, 2022 USD ($) | May 28, 2022 USD ($) | May 31, 2022 EUR (€) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Proceeds from sale of taskforce | $ 2,984 | |||||||
Number of legal entities dissolved | entity | 3 | |||||||
Loss on sale of assets | $ 1,100 | $ 1,000 | ||||||
Taskforce [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Gain on sale of business | $ 200 | |||||||
Disposition consideration | $ 6,000 | € 5.5 | € 5.5 | |||||
Percent of consideration to be paid at closing | 50% | |||||||
Percent of consideration payable | 50% | |||||||
Proceeds from sale of taskforce | 3,000 | € 2.8 | ||||||
Receivable from disposition of business | $ 3,000 | € 2.7 | ||||||
Accrued disposal costs related to disposition | $ 100 | |||||||
Taskforce [Member] | Purchasers [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Interest spread on variable rate | 2.85% |
Dispositions (Summary Of Inform
Dispositions (Summary Of Information Related To Major Classes Of Assets And Liabilities Classified As Held For Sale) (Details) - Taskforce [Member] - Disposal Group, Held-for-sale, Not Discontinued Operations [Member] $ in Thousands | May 28, 2022 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash and cash equivalents | $ 245 |
Trade accounts receivable, net of allowance for doubtful accounts | 4,044 |
Prepaid expenses and other current assets | 262 |
Income taxes receivable | 6 |
Goodwill | 3,886 |
Intangible assets, net | 1,060 |
Property and equipment, net | 204 |
Operating right-of-use assets | 177 |
Other assets | 5 |
Total assets held for sale | 9,889 |
Accounts payable and accrued expenses | 2,316 |
Accrued salaries and related obligations | 325 |
Operating lease liabilities, current | 91 |
Other liabilities | 158 |
Intercompany balances with other entities | 1,441 |
Operating lease liabilities, noncurrent | 88 |
Total liabilities held for sale | $ 4,419 |
Goodwill And Intangible Asset_2
Goodwill And Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Feb. 25, 2023 | Feb. 26, 2022 | Feb. 25, 2023 | Feb. 26, 2022 | May 28, 2022 | |
Finite Lived Intangible Assets [Line Items] | |||||
Goodwill impairment | $ 2,955,000 | $ 2,955,000 | |||
Goodwill | 206,439,000 | 206,439,000 | $ 209,785,000 | ||
Amortization expense | 1,275,000 | $ 1,321,000 | 3,743,000 | $ 3,608,000 | |
RGP [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Goodwill | 206,439,000 | 206,439,000 | 206,830,000 | ||
Other Segments [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Goodwill impairment | 2,955,000 | ||||
Goodwill | $ 0 | $ 0 | $ 2,955,000 |
Goodwill And Intangible Asset_3
Goodwill And Intangible Assets (Summary Of Activity In Goodwill Balance) (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Feb. 25, 2023 | Feb. 25, 2023 | |
Goodwill [Line Items] | ||
Goodwill, beginning of period | $ 209,785,000 | |
Goodwill impairment | $ (2,955,000) | (2,955,000) |
Impact of foreign currency exchange rate changes | (391,000) | |
Goodwill, end of period | 206,439,000 | 206,439,000 |
RGP [Member] | ||
Goodwill [Line Items] | ||
Goodwill, beginning of period | 206,830,000 | |
Impact of foreign currency exchange rate changes | (391,000) | |
Goodwill, end of period | 206,439,000 | 206,439,000 |
Other Segments [Member] | ||
Goodwill [Line Items] | ||
Goodwill, beginning of period | 2,955,000 | |
Goodwill impairment | (2,955,000) | |
Goodwill, end of period | $ 0 | $ 0 |
Goodwill And Intangible Asset_4
Goodwill And Intangible Assets (Summary Of Intangible Assets And Related Accumulated Amortization) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Feb. 25, 2023 | May 28, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 29,071 | $ 33,042 |
Accumulated Amortization | (16,744) | (17,282) |
Net Carrying Amount | 12,327 | 15,760 |
Customer Contracts And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,000 | 22,000 |
Accumulated Amortization | (13,073) | (10,889) |
Net Carrying Amount | $ 8,927 | 11,111 |
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 Carrying Amount | 3,070 | |
Accumulated Amortization | (3,034) | |
Net Carrying Amount | 36 | |
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 Carrying Amount | 1,210 | |
Accumulated Amortization | (1,210) | |
Computer Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 7,071 | 6,762 |
Accumulated Amortization | (3,671) | (2,149) |
Net Carrying Amount | $ 3,400 | $ 4,613 |
Computer Software [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 2 years | |
Computer Software [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful lives | 3 years 6 months |
Goodwill And Intangible Asset_5
Goodwill And Intangible Assets (Summary Of Future Estimated Amortization Expense) (Details) $ in Thousands | Feb. 25, 2023 USD ($) |
Goodwill And Intangible Assets [Abstract] | |
2023 (remaining three months) | $ 1,275 |
2024 | 5,017 |
2025 | 3,542 |
2026 | 2,238 |
2027 | 255 |
Total | $ 12,327 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - California [Member] | Feb. 25, 2023 ft² |
Lessee, Lease, Description [Line Items] | |
Area of real estate property | 57,000 |
Leases To Independent Third Parties [Member] | |
Lessee, Lease, Description [Line Items] | |
Area of real estate property | 13,000 |
Leases (Lease Cost Components)
Leases (Lease Cost Components) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 25, 2023 | Feb. 26, 2022 | Feb. 25, 2023 | Feb. 26, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 1,891 | $ 2,185 | $ 5,364 | $ 6,672 |
Short-term lease cost | 32 | 23 | 64 | 66 |
Variable lease cost | 336 | 504 | 925 | 1,587 |
Sublease income | (113) | (282) | (402) | (800) |
Total lease cost | $ 2,146 | $ 2,430 | 5,951 | $ 7,525 |
Amount reduced from settlement agreement involving office space leased | $ 400 |
Leases (Lease Term And Discount
Leases (Lease Term And Discount Rate) (Details) | Feb. 25, 2023 | May 28, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 3 years 7 months 6 days | 3 years 3 months 18 days |
Weighted-average discount rate | 3.91% | 3.81% |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow Information Related To Operating Leases) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 25, 2023 | Feb. 26, 2022 | Feb. 25, 2023 | Feb. 26, 2022 | |
Leases [Abstract] | ||||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 2,269 | $ 2,720 | $ 7,045 | $ 8,501 |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 217 | $ 231 | $ 4,206 | $ 1,699 |
Leases (Maturities Of Operating
Leases (Maturities Of Operating Lease Liabilities) (Details) $ in Thousands | Feb. 25, 2023 USD ($) |
Leases [Abstract] | |
2023 (remaining six months) | $ 2,218 |
2024 | 7,788 |
2025 | 4,083 |
2026 | 2,523 |
2027 | 1,662 |
Thereafter | 2,376 |
Total minimum payments | 20,650 |
Less: interest | (1,397) |
Present value of operating lease liabilities | $ 19,253 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) ¥ in Millions | 9 Months Ended | 12 Months Ended | ||||
Nov. 02, 2022 USD ($) | Nov. 11, 2021 USD ($) | Feb. 25, 2023 USD ($) | May 28, 2022 USD ($) | Feb. 25, 2023 CNY (¥) | Nov. 02, 2022 CNY (¥) | |
Revolving Credit Facility [Member] | Bank Of America, N.A. (Beijing) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 1,800,000 | $ 1,900,000 | ¥ 13.4 | ¥ 13.4 | ||
Credit facility, outstanding balance | $ 0 | |||||
Revolving Credit Facility [Member] | Prime Rate [Member] | Bank Of America, N.A. (Beijing) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest spread on variable rate | 0.80% | |||||
New Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Nov. 12, 2026 | |||||
Credit facility, remaining borrowing capacity | $ 174,200,000 | |||||
Credit facility, effective interest rate | 0% | 2.15% | 0% | |||
New Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 175,000,000 | |||||
Option to increase capacity, amount | 75,000,000 | |||||
Proceeds from credit facility | $ 54,000,000 | |||||
New Credit Facility [Member] | Standby Letters of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | 10,000,000 | |||||
Credit facility, outstanding balance | 800,000 | $ 1,200,000 | ||||
New Credit Facility [Member] | Swingline [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 20,000,000 | |||||
New Credit Facility [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, commitment fee | 0.20% | |||||
New Credit Facility [Member] | Minimum [Member] | SOFR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest spread on variable rate | 1.25% | |||||
New Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest spread on variable rate | 0.25% | |||||
New Credit Facility [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, commitment fee | 0.30% | |||||
New Credit Facility [Member] | Maximum [Member] | SOFR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest spread on variable rate | 2% | |||||
New Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest spread on variable rate | 1% | |||||
Previous Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 120,000,000 | |||||
Maturity date | Oct. 17, 2022 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Feb. 25, 2023 | Feb. 26, 2022 | Feb. 25, 2023 | Feb. 26, 2022 | May 28, 2022 | Apr. 30, 2022 | |
Income Taxes [Abstract] | ||||||
Income tax refund | $ 35,500,000 | $ 35,500,000 | ||||
Tax Refund, Interest Income | 700,000 | |||||
Tax benefit related to stock-based compensation for nonqualified stock options expensed and for eligible disqualifying ISO exercises and shares issued under ESPP | 200,000 | $ 500,000 | 2,000,000 | $ 1,300,000 | ||
Tax credit carryforward | $ 34,800,000 | |||||
Income tax (benefit) expense | (2,000) | (2,192,000) | 12,867,000 | $ 8,561,000 | ||
Unrecognized tax benefits | 900,000 | 900,000 | $ 900,000 | |||
Change in valuation allowance | 1,900,000 | 4,900,000 | ||||
Income tax benefit from reversal of foreign valuation allowance | $ 2,600,000 | |||||
Unrecognized tax benefit classified as short-term liability | $ 0 | $ 0 | ||||
Effective tax rate | 0.10% | 12.70% | 23.20% | 15.50% |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Jan. 19, 2023 | Dec. 08, 2021 | Nov. 08, 2021 | Feb. 25, 2023 | Feb. 26, 2022 | Feb. 25, 2023 | Feb. 26, 2022 | May 28, 2022 | Jul. 31, 2015 | |
Stockholders' Equity Disclosure [Line Items] | |||||||||
Cost of shares repurchased | $ 5,156 | $ 19,651 | $ 10,507 | $ 19,651 | |||||
Common stock shares repurchased, price per share | $ 17.01 | ||||||||
Dividends paid (per share) | $ 0.14 | ||||||||
Dividends payable, current | 4,700 | $ 4,700 | $ 4,600 | ||||||
Treasury stock retired | 31,700,000 | ||||||||
Retirement of treasury stock | $ 520,700 | ||||||||
Period of volume-weighted average price | 10 days | ||||||||
Shares repurchased | 1,155,236 | ||||||||
Common Stock [Member] | |||||||||
Stockholders' Equity Disclosure [Line Items] | |||||||||
Treasury stock retired | 31,739,000 | ||||||||
Treasury stock balance decrease | 300 | ||||||||
Retirement of treasury stock | $ 317 | ||||||||
Retained Earnings [Member] | |||||||||
Stockholders' Equity Disclosure [Line Items] | |||||||||
Treasury stock balance decrease | 362,700 | ||||||||
Retirement of treasury stock | 362,723 | ||||||||
Additional Paid-In Capital [Member] | |||||||||
Stockholders' Equity Disclosure [Line Items] | |||||||||
Treasury stock balance decrease | $ 157,600 | ||||||||
Retirement of treasury stock | $ 157,646 | ||||||||
July 2015 Program [Member] | |||||||||
Stockholders' Equity Disclosure [Line Items] | |||||||||
Amount authorized under a stock repurchase program | $ 150,000 | ||||||||
Cost of shares repurchased | $ 5,200 | ||||||||
Common stock shares repurchased, price per share | $ 17.19 | $ 16.99 | |||||||
Stock repurchase plan, remaining amount | $ 54,900 | $ 54,900 | |||||||
Retirement of treasury stock | $ 10,500 | ||||||||
Shares repurchased | 300,000 | 618,438 |
Restructuring Activities (Narra
Restructuring Activities (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Feb. 25, 2023 | Feb. 26, 2022 | Feb. 25, 2023 | Feb. 26, 2022 | May 28, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ (9,000) | $ 67,000 | $ (364,000) | $ 807,000 | |
Restructuring liability | $ 0 | 0 | $ 400,000 | ||
Real Estate Exit Costs And Adjustments To Employee Termination Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ (400,000) | $ 800,000 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 20, 2022 | Feb. 25, 2023 | Feb. 26, 2022 | Feb. 25, 2023 | Feb. 26, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 2,609 | $ 2,202 | $ 7,375 | $ 5,851 | |
Tax benefit related to stock-based compensation | $ 500 | $ 1,500 | $ 1,300 | ||
Performance Incentive Plan 2020 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares of common stock made available for awards | 1,797,440 | 1,797,440 | |||
Stock options termination period | 10 years | ||||
Shares available for grant | 1,219,929 | 1,219,929 | |||
Vesting period | 3 years | ||||
Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares of common stock made available for awards | 3,325,000 | 3,325,000 | |||
Increase in shares available for issuance | 1,500,000 | ||||
Shares available for grant | 1,778,924 | 1,778,924 | |||
Percentage of exercise price per share out of fair market value | 85% | ||||
Common stock issued | 393,060 | 463,000 | |||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to stock-based compensation | $ 500 | $ 500 | |||
Weighted-average period of cost to be recognized | 6 months 29 days | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to stock-based compensation | 2,700 | $ 2,700 | |||
Weighted-average period of cost to be recognized | 1 year 7 months 9 days | ||||
Equity-Classified Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to stock-based compensation | 7,600 | $ 7,600 | |||
Weighted-average period of cost to be recognized | 1 year 10 months 6 days | ||||
Liability-Classified Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to stock-based compensation | 900 | $ 900 | |||
Weighted-average period of cost to be recognized | 1 year 10 months 24 days | ||||
Performance Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Unrecognized compensation cost related to stock-based compensation | $ 5,500 | $ 5,500 | |||
Weighted-average period of cost to be recognized | 1 year 10 months 9 days | ||||
Minimum [Member] | Performance Incentive Plan 2020 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Maximum [Member] | Performance Incentive Plan 2020 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans (Summary Of Stock Option Activity) (Details) - $ / shares | 9 Months Ended |
Feb. 25, 2023 | |
Stock-Based Compensation Plans [Abstract] | |
Outstanding, Beginning balance | 3,350,000 |
Exercised | (477,000) |
Forfeited | (28,000) |
Expired | (36,000) |
Outstanding, Ending balance | 2,809,000 |
Exercisable | 2,590,000 |
Vested and expected to vest | 2,797,000 |
Beginning balance, Weighted Average Exercise Price (per share) | $ 16.08 |
Exercised, Weighted Average Exercise Price (per share) | 15.48 |
Forfeited, Weighted Average Exercise Price (per share) | 17.42 |
Expired, Weighted Average Exercise Price (per share) | 16.05 |
Ending balance, Weighted Average Exercise Price (per share) | 16.18 |
Exercisable, Weighted Average Exercise Price (per share) | 16.07 |
Vested and expected to vest, Weighted Average Exercise Price (per share) | $ 16.17 |
Forfeiture assumption, shares | 218,745 |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans (Summary Of Unvested Restricted Stock Awards) (Details) - Restricted Stock [Member] shares in Thousands | 9 Months Ended |
Feb. 25, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding, beginning balance | shares | 183 |
Granted, Shares | shares | 97 |
Vested, Shares | shares | (71) |
Unvested, ending balance, Shares | shares | 209 |
Expected to vest, Shares | shares | 182 |
Outstanding, beginning balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 15.88 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 18.31 |
Vested, Weighted Average Grant-Date Fair Value | $ / shares | 15.37 |
Unvested, ending balance, Weighted Average Grant-Date Fair Value | $ / shares | 17.19 |
Expected to vest, Weighted Average Grant-Date Fair Value | $ / shares | $ 17.13 |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plans (Summary Of Unvested Restricted Stock Unit Activity) (Details) shares in Thousands | 9 Months Ended |
Feb. 25, 2023 $ / shares shares | |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding, beginning balance | shares | 645 |
Granted, Shares | shares | 269 |
Vested, Shares | shares | (206) |
Forfeited, Shares | shares | (17) |
Unvested, ending balance, Shares | shares | 691 |
Expected to vest, Shares | shares | 627 |
Outstanding, beginning balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 14.12 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 18.27 |
Vested, Weighted Average Grant-Date Fair Value | $ / shares | 13.89 |
Forfeited, Weighted Average Grant-Date Fair Value | $ / shares | 12.96 |
Unvested, ending balance, Weighted Average Grant-Date Fair Value | $ / shares | 15.84 |
Expected to vest, Weighted Average Grant-Date Fair Value | $ / shares | $ 15.78 |
Equity-Classified Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding, beginning balance | shares | 579 |
Granted, Shares | shares | 244 |
Vested, Shares | shares | (175) |
Forfeited, Shares | shares | (17) |
Unvested, ending balance, Shares | shares | 631 |
Expected to vest, Shares | shares | 567 |
Outstanding, beginning balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 14.03 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 18.24 |
Vested, Weighted Average Grant-Date Fair Value | $ / shares | 13.63 |
Forfeited, Weighted Average Grant-Date Fair Value | $ / shares | 12.96 |
Unvested, ending balance, Weighted Average Grant-Date Fair Value | $ / shares | 15.77 |
Expected to vest, Weighted Average Grant-Date Fair Value | $ / shares | $ 15.70 |
Liability-Classified Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding, beginning balance | shares | 66 |
Granted, Shares | shares | 25 |
Vested, Shares | shares | (31) |
Unvested, ending balance, Shares | shares | 60 |
Expected to vest, Shares | shares | 60 |
Outstanding, beginning balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 14.89 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 18.60 |
Vested, Weighted Average Grant-Date Fair Value | $ / shares | 15.35 |
Unvested, ending balance, Weighted Average Grant-Date Fair Value | $ / shares | 16.55 |
Expected to vest, Weighted Average Grant-Date Fair Value | $ / shares | $ 16.55 |
Stock-Based Compensation Plan_6
Stock-Based Compensation Plans (Summary Of Unvested Performance Stock Units Activity) (Details) - Performance Stock Units [Member] shares in Thousands | 9 Months Ended |
Feb. 25, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding, beginning balance | shares | 196 |
Granted, Shares | shares | 240 |
Forfeited, Shares | shares | (4) |
Unvested, ending balance, Shares | shares | 432 |
Expected to vest, Shares | shares | 386 |
Outstanding, beginning balance, Weighted Average Grant-Date Fair Value | $ / shares | $ 18.41 |
Granted, Weighted Average Grant-Date Fair Value | $ / shares | 18.24 |
Forfeited, Weighted Average Grant-Date Fair Value | $ / shares | 18.44 |
Unvested, ending balance, Weighted Average Grant-Date Fair Value | $ / shares | 18.32 |
Expected to vest, Weighted Average Grant-Date Fair Value | $ / shares | $ 18.32 |
Minimum [Member] | Three Year Performance Period [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance target base, percentage | 0% |
Maximum [Member] | Three Year Performance Period [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance target base, percentage | 150% |
Segment Information And Enter_3
Segment Information And Enterprise Reporting (Summary Of Operating Results Of Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 25, 2023 | Feb. 26, 2022 | Feb. 25, 2023 | Feb. 26, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 186,777 | $ 204,609 | $ 591,194 | $ 587,987 |
Adjusted EBITDA | 16,616 | 22,469 | 76,957 | 69,769 |
Reconciling Items [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | (8,817) | (8,766) | (25,135) | (24,881) |
RGP [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 184,270 | 195,251 | 582,849 | 557,584 |
Adjusted EBITDA | 25,320 | 30,656 | 101,331 | 91,833 |
Other Segments [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,507 | 9,358 | 8,345 | 30,403 |
Adjusted EBITDA | $ 113 | $ 579 | $ 761 | $ 2,817 |
Segment Information And Enter_4
Segment Information And Enterprise Reporting (Reconciliation Of Net Income To Adjusted EBITDA) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 25, 2023 | Feb. 26, 2022 | Feb. 25, 2023 | Feb. 26, 2022 | |
Segment Information And Enterprise Reporting [Abstract] | ||||
Net income | $ 7,019 | $ 19,421 | $ 42,591 | $ 46,648 |
Amortization expense | 1,275 | 1,321 | 3,743 | 3,608 |
Depreciation expense | 885 | 882 | 2,652 | 2,694 |
Interest expense, net | 147 | 307 | 662 | 744 |
Income tax (benefit) expense | (2) | (2,192) | 12,867 | 8,561 |
EBITDA | 9,324 | 19,739 | 62,515 | 62,255 |
Stock-based compensation expense | 2,609 | 2,202 | 7,375 | 5,851 |
Technology transformation costs | 1,737 | 461 | 4,476 | 690 |
Goodwill impairment | 2,955 | 2,955 | ||
Restructuring costs | (9) | 67 | (364) | 807 |
Contingent consideration adjustment | 166 | |||
Adjusted EBITDA | $ 16,616 | $ 22,469 | $ 76,957 | $ 69,769 |
Subsequent Event (Narrative) (D
Subsequent Event (Narrative) (Details) - Mar. 03, 2023 - Taskforce [Member] - Subsequent Event [Member] € in Millions, $ in Millions | EUR (€) | USD ($) | USD ($) |
Subsequent Event [Line Items] | |||
Amount received of repayment on the note receivable | € 2.4 | $ 2.5 | |
Gross note receivable | € 0.6 | $ 0.6 |