Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Feb. 22, 2014 | Mar. 24, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 22-Feb-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'recn | ' |
Entity Registrant Name | 'RESOURCES CONNECTION INC | ' |
Entity Central Index Key | '0001084765 | ' |
Current Fiscal Year End Date | '--05-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 38,753,695 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Feb. 22, 2014 | 25-May-13 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $74,339 | $94,016 |
Short-term investments | 32,984 | 24,996 |
Trade accounts receivable, net of allowance for doubtful accounts of $3,138 and $3,428 as of February 22, 2014 and May 25, 2013, respectively | 88,969 | 84,194 |
Prepaid expenses and other current assets | 4,433 | 4,594 |
Income taxes receivable | 2,307 | 1,228 |
Deferred income taxes | 8,022 | 8,149 |
Total current assets | 211,054 | 217,177 |
Goodwill | 175,615 | 174,275 |
Intangible assets, net | 1,460 | 2,659 |
Property and equipment, net | 23,258 | 21,087 |
Deferred income taxes | 846 | ' |
Other assets | 2,364 | 2,442 |
Total assets | 414,597 | 417,640 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 16,296 | 15,722 |
Accrued salaries and related obligations | 38,379 | 39,280 |
Other liabilities | 6,677 | 6,331 |
Total current liabilities | 61,352 | 61,333 |
Other long-term liabilities | 4,956 | 3,980 |
Total liabilities | 66,308 | 65,313 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.01 par value, 5,000 shares authorized; zero shares issued and outstanding | ' | ' |
Common stock, $0.01 par value, 70,000 shares authorized; 56,728 and 56,082 shares issued, and 38,749 and 39,705 shares outstanding as of February 22, 2014 and May 25, 2013, respectively | 567 | 561 |
Additional paid-in capital | 359,178 | 347,790 |
Accumulated other comprehensive loss | -2,552 | -3,958 |
Retained earnings | 294,648 | 290,549 |
Treasury stock at cost, 17,979 and 16,377 shares at February 22, 2014 and May 25, 2013, respectively | -303,552 | -282,615 |
Total stockholders' equity | 348,289 | 352,327 |
Total liabilities and stockholders' equity | $414,597 | $417,640 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Feb. 22, 2014 | 25-May-13 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets [Abstract] | ' | ' |
Trade accounts receivable, allowance for doubtful accounts | $3,138 | $3,428 |
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 | 56,728,000 | 56,082,000 |
Common stock, shares outstanding | 38,749,000 | 39,705,000 |
Treasury stock at cost, shares | 17,979,000 | 16,377,000 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Feb. 22, 2014 | Feb. 23, 2013 | Feb. 22, 2014 | Feb. 23, 2013 |
Consolidated Statements Of Operations [Abstract] | ' | ' | ' | ' |
Revenue | $132,725 | $138,020 | $410,398 | $416,150 |
Direct cost of services, primarily payroll and related taxes for professional services employees | 84,960 | 86,825 | 255,518 | 256,356 |
Gross margin | 47,765 | 51,195 | 154,880 | 159,794 |
Selling, general and administrative expenses | 41,604 | 41,591 | 126,337 | 125,993 |
Amortization of intangible assets | 424 | 422 | 1,262 | 1,282 |
Depreciation expense | 877 | 1,125 | 2,747 | 3,488 |
Income from operations | 4,860 | 8,057 | 24,534 | 29,031 |
Interest income | -41 | -37 | -123 | -135 |
Income before provision for income taxes | 4,901 | 8,094 | 24,657 | 29,166 |
Provision for income taxes | 2,622 | 3,601 | 11,630 | 13,977 |
Net income | $2,279 | $4,493 | $13,027 | $15,189 |
Net income per common share: | ' | ' | ' | ' |
Basic | $0.06 | $0.11 | $0.33 | $0.37 |
Diluted | $0.06 | $0.11 | $0.33 | $0.37 |
Weighted average common shares outstanding: | ' | ' | ' | ' |
Basic | 39,027 | 40,939 | 39,444 | 41,317 |
Diluted | 39,158 | 40,978 | 39,519 | 41,370 |
Cash dividends declared per common share | $0.07 | $0.06 | $0.21 | $0.18 |
Consolidated_Statements_Of_Com
Consolidated Statements Of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 22, 2014 | Feb. 23, 2013 | Feb. 22, 2014 | Feb. 23, 2013 |
COMPREHENSIVE INCOME: | ' | ' | ' | ' |
Net income | $2,279 | $4,493 | $13,027 | $15,189 |
Foreign currency translation adjustment, net of tax | 165 | -1,064 | 1,406 | ' |
Total comprehensive income | $2,444 | $3,429 | $14,433 | $15,189 |
Consolidated_Statement_Of_Stoc
Consolidated Statement Of Stockholders' Equity (USD $) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total |
In Thousands, except Share data | ||||||
Balance at May. 25, 2013 | $561 | $347,790 | ($3,958) | $290,549 | ($282,615) | $352,327 |
Balance (in shares) at May. 25, 2013 | 56,082,000 | ' | ' | ' | 16,377,000 | 39,705,000 |
Exercise of stock options | 3 | 3,691 | ' | ' | ' | ' |
Exercise of stock options (in shares) | 303,000 | ' | ' | ' | ' | 303,000 |
Stock-based compensation expense related to share-based awards and employee stock purchases | ' | 4,879 | ' | ' | ' | ' |
Issuance of restricted stock | ' | ' | ' | ' | -29 | ' |
Issuance of restricted stock (in shares) | 5,000 | ' | ' | ' | ' | ' |
Cancellation of shares (in shares) | -10,000 | ' | ' | ' | -10,000 | ' |
Issuance of restricted stock to members of board of directors | ' | ' | ' | -694 | ' | ' |
Issuance of restricted stock to members of board of directors (in shares) | ' | ' | ' | ' | 694,000 | ' |
Tax shortfall from employee stock option plans | ' | -630 | ' | ' | ' | ' |
Issuance of common stock under Employee Stock Purchase Plan | 3 | 3,448 | ' | ' | ' | ' |
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 348,000 | ' | ' | ' | ' | ' |
Purchase of shares | ' | ' | ' | ' | -21,631 | ' |
Purchase of shares (in shares) | ' | ' | ' | ' | 1,641,000 | ' |
Cash dividends ($0.21 per share) | ' | ' | ' | -8,234 | ' | ' |
Foreign currency translation adjustment, net of tax | ' | ' | 1,406 | ' | ' | 1,406 |
Net income | ' | ' | ' | 13,027 | ' | 13,027 |
Balance at Feb. 22, 2014 | $567 | $359,178 | ($2,552) | $294,648 | ($303,552) | $348,289 |
Balance (in shares) at Feb. 22, 2014 | 56,728,000 | ' | ' | ' | 17,979,000 | 38,749,000 |
Consolidated_Statement_Of_Stoc1
Consolidated Statement Of Stockholders' Equity (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
Feb. 22, 2014 | Feb. 23, 2013 | Feb. 22, 2014 | Feb. 23, 2013 | |
Consolidated Statement Of Stockholders' Equity | ' | ' | ' | ' |
Cash dividends declared per common share | $0.07 | $0.06 | $0.21 | $0.18 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended | |
Feb. 22, 2014 | Feb. 23, 2013 | |
Cash flows from operating activities: | ' | ' |
Net income | $13,027,000 | $15,189,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 4,009,000 | 4,770,000 |
Stock-based compensation expense related to share-based awards and employee stock purchases | 4,879,000 | 5,460,000 |
Excess tax benefits from stock-based compensation | -31,000 | -18,000 |
Loss on disposal of assets | 64,000 | 45,000 |
Deferred income tax benefit | -704,000 | -862,000 |
Changes in operating assets and liabilities: | ' | ' |
Trade accounts receivable | -4,325,000 | -5,265,000 |
Prepaid expenses and other current assets | 218,000 | 1,143,000 |
Income taxes | -1,752,000 | -1,906,000 |
Other assets | 59,000 | -97,000 |
Accounts payable and accrued expenses | 38,000 | -595,000 |
Accrued salaries and related obligations | -1,093,000 | 149,000 |
Other liabilities | -723,000 | 30,000 |
Net cash provided by operating activities | 13,666,000 | 18,043,000 |
Cash flows from investing activities: | ' | ' |
Redemption of short-term investments | 55,000,000 | 33,000,000 |
Purchase of short-term investments | -62,988,000 | -43,002,000 |
Purchase of property and equipment | -3,102,000 | -2,458,000 |
Net cash used in investing activities | -11,090,000 | -12,460,000 |
Cash flows from financing activities: | ' | ' |
Proceeds from exercise of stock options | 3,694,000 | 1,627,000 |
Proceeds from issuance of common stock under Employee Stock Purchase Plan | 3,451,000 | 3,911,000 |
Purchase of common stock | -21,631,000 | -21,938,000 |
Cash dividends paid | -7,912,000 | -7,049,000 |
Excess tax benefits from stock-based compensation | 31,000 | 18,000 |
Net cash used in financing activities | -22,367,000 | -23,431,000 |
Effect of exchange rate changes on cash | 114,000 | -1,393,000 |
Net decrease in cash | -19,677,000 | -19,241,000 |
Cash and cash equivalents at beginning of period | 94,016,000 | 105,124,000 |
Cash and cash equivalents at end of period | $74,339,000 | $85,883,000 |
Description_Of_The_Company_And
Description Of The Company And Its Business | 9 Months Ended |
Feb. 22, 2014 | |
Description Of The Company And Its Business [Abstract] | ' |
Description Of The Company And Its Business | ' |
1. Description of the Company and its Business | |
Resources Connection, Inc. (“Resources Connection”), a Delaware corporation, was incorporated on November 16, 1998. Resources Connection is a multinational professional services firm; its operating entities provide services primarily under the name Resources Global Professionals (“RGP” or the “Company”). The Company is organized around client service teams utilizing experienced professionals specializing in accounting, finance, risk management and internal audit, corporate advisory, strategic communications and restructuring, information management, human capital, supply chain management, healthcare solutions, actuarial, legal and regulatory services in support of client-led projects, interim needs and consulting initiatives. The Company has offices in the United States (“U.S.”), Asia, Australia, Canada, Europe and Mexico. | |
The Company’s fiscal year consists of 52 or 53 weeks, ending on the last Saturday in May. The third quarters of fiscal 2014 and 2013 consisted of 13 weeks each. The fourth quarter of fiscal 2014 will be a 14 week quarter and fiscal 2014 will consist of 53 weeks. | |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 9 Months Ended | ||||||||||||
Feb. 22, 2014 | |||||||||||||
Summary Of Significant Accounting Policies [Abstract] | ' | ||||||||||||
Summary Of Significant Accounting Policies | ' | ||||||||||||
2. Summary of Significant Accounting Policies | |||||||||||||
Interim Financial Information | |||||||||||||
The financial information as of and for the three and nine months ended February 22, 2014 and February 23, 2013 is unaudited but includes all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of its financial position at such dates and the operating results and cash flows for those periods. The fiscal 2013 year-end balance sheet data was derived from audited financial statements, and certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to Securities and Exchange Commission (“SEC”) rules or regulations; however, the Company believes the disclosures made are adequate to make the information presented not misleading. | |||||||||||||
The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the fiscal year. These condensed interim financial statements should be read in conjunction with the audited financial statements for the year ended May 25, 2013, which are included in the Company’s Annual Report on Form 10-K for the year then ended (File No. 0-32113). | |||||||||||||
Cash, Cash Equivalents and Short-Term Investments | |||||||||||||
The Company considers cash on hand, deposits in banks, and short-term investments purchased with an original maturity date of three months or less to be cash and cash equivalents. The carrying amounts reflected in the consolidated balance sheets for cash, cash equivalents and short-term investments approximate the fair values due to the short maturities of these instruments. | |||||||||||||
Client Reimbursements of “Out-of-Pocket” Expenses | |||||||||||||
The Company recognizes all reimbursements received from clients for “out-of-pocket” expenses as revenue and all such expenses as direct cost of services. Reimbursements received from clients were $2.1 million and $2.3 million for the three months ended February 22, 2014 and February 23, 2013, respectively, and $6.3 million and $7.7 million for the nine months ended February 22, 2014 and February 23, 2013, respectively. | |||||||||||||
Foreign Currency Translation | |||||||||||||
The financial statements of subsidiaries outside the U.S. are measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the exchange rates effective at the end of the period, income and expense items are translated at average exchange rates prevailing during the period and the related translation adjustments are recorded as a component of accumulated other comprehensive income or loss within the Consolidated Balance Sheets. Gains and losses from foreign currency transactions are included in the Consolidated Statements of Operations. | |||||||||||||
Net Income Per Share Information | |||||||||||||
The Company presents both basic and diluted earnings per common share (“EPS”). Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS is based upon the weighted average number of common and common equivalent shares outstanding during the period, calculated using the treasury stock method for stock options. Under the treasury stock method, assumed proceeds include the amount the employee must pay for exercising stock options, the amount of compensation cost for future services that the Company has not yet recognized and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price per common share over the period are anti-dilutive and are excluded from the calculation. | |||||||||||||
The following table summarizes the calculation of net income per common share for the periods indicated (in thousands, except per share amounts): | |||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||
February 22, | February 23, | February 22, | February 23, | ||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Net income | $ | 2,279 | $ | 4,493 | $ | 13,027 | $ | 15,189 | |||||
Basic: | |||||||||||||
Weighted average shares | 39,027 | 40,939 | 39,444 | 41,317 | |||||||||
Diluted: | |||||||||||||
Weighted average shares | 39,027 | 40,939 | 39,444 | 41,317 | |||||||||
Potentially dilutive shares | 131 | 39 | 75 | 53 | |||||||||
Total dilutive shares | 39,158 | 40,978 | 39,519 | 41,370 | |||||||||
Net income per common share: | |||||||||||||
Basic | $ | 0.06 | $ | 0.11 | $ | 0.33 | $ | 0.37 | |||||
Dilutive | $ | 0.06 | $ | 0.11 | $ | 0.33 | $ | 0.37 | |||||
Anti-dilutive shares not included above | 7,658 | 8,078 | 8,127 | 8,113 | |||||||||
Stock-Based Compensation | |||||||||||||
The Company recognizes compensation expense for all share-based awards made to employees and directors, including employee stock options, restricted stock grants and employee stock purchases made via the Company’s Employee Stock Purchase Plan (the “ESPP”), based on estimated fair value at the date of grant. | |||||||||||||
The Company estimates the fair value of share-based awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods. Stock option awards vest over four years and restricted stock award vesting is determined on an individual grant basis under the Company’s 2004 Performance Incentive Plan (“2004 Plan”). The Company determines the estimated value of stock option awards using the Black-Scholes valuation model. The Company recognizes stock-based compensation expense on a straight-line basis over the service period for options and restricted stock that are expected to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates. | |||||||||||||
See Note 8 — Stock-Based Compensation Plans for further information on stock-based compensation. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes these estimates and assumptions are adequate, actual results could differ from the estimates and assumptions used. | |||||||||||||
Contingent_Consideration
Contingent Consideration | 9 Months Ended |
Feb. 22, 2014 | |
Contingent Consideration [Abstract] | ' |
Contingent Consideration | ' |
3. Contingent Consideration | |
On November 20, 2009, the Company acquired certain assets of Sitrick And Company (“Sitrick Co”), a strategic communications firm, and Brincko Associates, Inc. (“Brincko”), a corporate advisory and restructuring firm, through the purchase of all of the outstanding membership interests in Sitrick Brincko Group, a Delaware limited liability company, formed for the purpose of the acquisition, pursuant to a Membership Interest Purchase Agreement by and among the Company, Sitrick Co, Michael S. Sitrick, an individual, Brincko and John P. Brincko, an individual (together with Mr. Sitrick, Sitrick Co and Brincko, the “Sellers”). Prior to the acquisition date, Mr. Sitrick and Nancy Sitrick were the sole shareholders of Sitrick Co and Mr. Brincko was the sole shareholder of Brincko. In addition, on the same date, the Company acquired the personal goodwill of Mr. Sitrick pursuant to a Goodwill Purchase Agreement by and between the Company and Mr. Sitrick (collectively with the Membership Interest Purchase Agreement, the “Acquisition Agreements”). Sitrick Brincko Group is now a wholly-owned subsidiary of the Company. By combining the specialized skill sets of Sitrick Brincko Group with the Company’s existing consultant capabilities, geographic footprint and client base, the Company believes it has increased its ability to assist clients during challenging periods, particularly in the areas of management consulting, corporate advisory, strategic communications and restructuring services. This expected synergy gave rise to goodwill recorded as part of the purchase price of Sitrick Brincko Group. | |
Per the Acquisition Agreements, contingent consideration was payable to the Sellers in a lump sum following the fourth anniversary of the acquisition if the average annual earnings before interest, taxes, depreciation and amortization (“EBITDA”) (calculated from each of the four one-year periods following the acquisition date) of Sitrick Brincko Group exceeded $11.3 million. The Company determined that the average annual EBITDA of Sitrick Brincko Group did not exceed the required $11.3 million as of November 23, 2013, the end of the four-year earn-out period, and so no contingent consideration was payable to the Sellers. | |
Because the contingent consideration was not owed at the conclusion of the earn-out period, Mr. Brincko was entitled to a cash payment of $2,250,000, which was paid in the third quarter of fiscal 2014. | |
Intangible_Assets_And_Goodwill
Intangible Assets And Goodwill | 9 Months Ended | |||||||||||||||||||||||||||||||||||||||||
Feb. 22, 2014 | ||||||||||||||||||||||||||||||||||||||||||
Intangible Assets And Goodwill [Abstract] | ' | |||||||||||||||||||||||||||||||||||||||||
Intangible Assets And Goodwill | ' | |||||||||||||||||||||||||||||||||||||||||
4. Intangible Assets and Goodwill | ||||||||||||||||||||||||||||||||||||||||||
The following table presents details of the Company’s gross intangible asset balances, accumulated amortization balances and range of estimated lives (in thousands): | ||||||||||||||||||||||||||||||||||||||||||
As of February 22, 2014 | As of May 25, 2013 | |||||||||||||||||||||||||||||||||||||||||
Accumulated | Accumulated | |||||||||||||||||||||||||||||||||||||||||
Gross | Amortization | Net | Gross | Amortization | Net | |||||||||||||||||||||||||||||||||||||
Customer relationships (2-7 years) | $ | 18,336 | $ | -17,628 | $ | 708 | $ | 17,978 | $ | -16,710 | $ | 1,268 | ||||||||||||||||||||||||||||||
Consultant and customer database (1-5 years) | 2,364 | -2,364 | - | 2,330 | -2,330 | - | ||||||||||||||||||||||||||||||||||||
Non-compete agreements (1-5 years) | 3,235 | -2,790 | 445 | 3,226 | -2,331 | 895 | ||||||||||||||||||||||||||||||||||||
Trade name and trademark (5 years) | 1,341 | -1,034 | 307 | 1,341 | -845 | 496 | ||||||||||||||||||||||||||||||||||||
Total | $ | 25,276 | $ | -23,816 | $ | 1,460 | $ | 24,875 | $ | -22,216 | $ | 2,659 | ||||||||||||||||||||||||||||||
The following table summarizes amortization expense for the three and nine months ended February 22, 2014 and February 23, 2013 and the expected amount of intangible asset amortization expense (based on existing intangible assets account balances) for the fiscal years ending May 31, 2014, May 30, 2015, May 28, 2016, May 27, 2017 and May 26, 2018 (in thousands): | ||||||||||||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||
February 22, | February 23, | February 22, | February 23, | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||||||||||
Amortization expense | $ | 424 | $ | 422 | $ | 1,262 | $ | 1,282 | ||||||||||||||||||||||||||||||||||
Fiscal Years Ending | ||||||||||||||||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||||||||||||||||||||||||
Expected amortization expense | $ | 1,688 | $ | 917 | $ | 12 | $ | 12 | $ | 12 | ||||||||||||||||||||||||||||||||
The estimates of expected amortization expense do not incorporate the potential impact of future foreign currency fluctuations caused when translating the financial results of the Company’s international operations that have amortizable intangible assets into U.S. dollars. The fluctuation in the gross balance of intangible assets as of February 22, 2014 as compared to May 25, 2013 reflects the impact of currency fluctuations between fiscal 2014 and 2013 in translating the intangible balances recorded on the Company’s international operations financial statements. | ||||||||||||||||||||||||||||||||||||||||||
The following table summarizes the activity in the Company’s goodwill balance (in thousands): | ||||||||||||||||||||||||||||||||||||||||||
For the Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||
February 22, | February 23, | |||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||||||||
Goodwill, beginning of year | $ | 174,275 | $ | 173,576 | ||||||||||||||||||||||||||||||||||||||
Impact of foreign currency exchange rate changes | 1,340 | 1,165 | ||||||||||||||||||||||||||||||||||||||||
Goodwill, end of period | $ | 175,615 | $ | 174,741 | ||||||||||||||||||||||||||||||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Feb. 22, 2014 | |
Income Taxes [Abstract] | ' |
Income Taxes | ' |
5. Income Taxes | |
The Company’s provision for income taxes was $2.6 million (effective tax rate of approximately 53%) and $3.6 million (effective tax rate of approximately 44%) for the three months ended February 22, 2014 and February 23, 2013, respectively, and $11.6 million (effective rate of approximately 47%) and $14.0 million (effective rate of approximately 48%) for the nine months ended February 22, 2014 and February 23, 2013, respectively. The Company records tax expense based upon an actual effective tax rate versus a forecasted tax rate because of the volatility in its international operations which span numerous tax jurisdictions. | |
The provision for income taxes in the third quarter and first nine months of fiscal 2014 and 2013 results from taxes on income in the U.S. and certain other foreign jurisdictions, no benefit for losses in jurisdictions in which a full valuation allowance on operating loss carryforwards had previously been established and a lower benefit for losses in certain foreign jurisdictions with tax rates lower than the U.S. statutory rates. The increase in the effective tax rate for the three months ended February 22, 2014 results from the increased foreign losses during the quarter without any tax benefit because of valuation allowances placed on the tax assets of the foreign subsidiaries. The decrease in the effective tax rate for the nine months ended February 22, 2014 results primarily from the reversal of $670,000 of uncertain international tax position accruals for which the statute of limitations has expired, offset partially by the increased foreign losses without any tax benefit. | |
In addition, the inability to benefit from losses in jurisdictions with a full valuation allowance and the unpredictability of the timing and amount of eligible disqualifying incentive stock option (“ISO”) exercises impact the Company’s effective tax rate. The Company cannot recognize a tax benefit for the stock compensation expense related to certain ISO exercises unless and until the holder exercises his or her option and then sells the shares within a certain period of time. Also, the Company can only recognize a potential tax benefit for employees’ acquisition and subsequent sale of shares purchased through the ESPP if the sale occurs within a certain defined period. Further, tax benefits associated with ISO grants fully vested at the date of adoption of current accounting rules for stock-based compensation will be recognized as additions to paid-in capital when and if those options are exercised and not as a reduction to the Company’s tax provision. The Company recognized a benefit of approximately $505,000 and $594,000 related to stock-based compensation for nonqualified stock options expensed and for eligible disqualifying ISO exercises during the third quarter of fiscal 2014 and 2013, respectively, and $1,599,000 and $1,765,000 for the nine months ended February 22, 2014 and February 23, 2013, respectively. | |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended |
Feb. 22, 2014 | |
Stockholders' Equity [Abstract] | ' |
Stockholders' Equity | ' |
6. Stockholders’ Equity | |
In April 2011, the Company’s board of directors approved a stock repurchase program, authorizing the repurchase, at the discretion of the Company’s senior executives, of the Company’s common stock for an aggregate dollar limit not to exceed $150 million. Repurchases under the program may take place in the open market or in privately negotiated transactions and may be made pursuant to a Rule 10b5-1 plan. During the three and nine months ended February 22, 2014, the Company purchased approximately 522,200 and 1.6 million shares of its common stock at an average price of $14.14 and $13.18 per share, respectively, on the open market for approximately $7.4 million and $21.6 million, respectively. As of February 22, 2014, approximately $50.9 million remains available for future repurchases of the Company’s common stock under the stock repurchase program. | |
Supplemental_Disclosure_Of_Cas
Supplemental Disclosure Of Cash Flow Information | 9 Months Ended | |||||||
Feb. 22, 2014 | ||||||||
Supplemental Disclosure Of Cash Flow Information [Abstract] | ' | |||||||
Supplemental Disclosure Of Cash Flow Information | ' | |||||||
7. Supplemental Disclosure of Cash Flow Information | ||||||||
Additional information regarding cash flows is as follows (in thousands): | ||||||||
For the Nine Months Ended | ||||||||
February 22, | February 23, | |||||||
2014 | 2013 | |||||||
Non-cash investing and financing activities: | ||||||||
Dividends declared, not paid | $ | 2,713 | $ | 2,448 | ||||
Capitalized leasehold improvements paid directly by landlord | 1,824 | - | ||||||
Total | $ | 4,537 | $ | 2,448 | ||||
StockBased_Compensation_Plans
Stock-Based Compensation Plans | 9 Months Ended | |||||||||||
Feb. 22, 2014 | ||||||||||||
Stock Based Compensation Plans [Abstract] | ' | |||||||||||
Stock Based Compensation Plans | ' | |||||||||||
8. Stock-Based Compensation Plans | ||||||||||||
Stock Options and Restricted Stock | ||||||||||||
As of February 22, 2014, the Company had outstanding award grants under the 2004 Plan and the 1999 Long Term Incentive Plan (“1999 Plan”). The 2004 Plan serves as the successor to the 1999 Plan. At inception, a total of 7,500,000 new shares of common stock were made available for awards under the 2004 Plan to employees and non-employee directors. Awards under the 2004 Plan may include, but are not limited to, stock options and restricted stock grants. Outstanding awards under the 1999 Plan that expire or terminate without having been exercised roll over to the 2004 Plan. Stock option grants generally vest in equal annual installments over four years and terminate ten years from the date of grant. Restricted stock award vesting is determined on an individual grant basis. As of February 22, 2014, 893,000 shares were available for future award grants under the 2004 Plan, although awards of restricted stock under the 2004 Plan will be counted against the available share limit as two and a half shares for every one share actually issued in connection with the award. The Company’s policy is to issue shares from its authorized shares upon the exercise of stock options. The following table summarizes the stock option activity for the nine months ended February 22, 2014 (number of options and intrinsic value in thousands): | ||||||||||||
Number of Shares Under Option | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||
Outstanding at May 25, 2013 | 7,970 | $ | 19.60 | 4.91 | $ | 72 | ||||||
Granted, at fair market value | 1,250 | 11.27 | ||||||||||
Exercised | -303 | 12.16 | ||||||||||
Forfeited | -185 | 13.21 | ||||||||||
Expired | -392 | 19.32 | ||||||||||
Outstanding at February 22, 2014 | 8,340 | $ | 18.77 | 5.06 | $ | 3,095 | ||||||
Exercisable at February 22, 2014 | 5,957 | $ | 21.06 | 3.69 | $ | 243 | ||||||
Vested and expected to vest at February 22, 2014 | 8,092 | $ | 18.98 | 4.94 | $ | 2,703 | ||||||
The aggregate intrinsic value in the table above represents the total pretax intrinsic value, which is the difference between the Company’s closing stock price on the last trading day of the third quarter of fiscal 2014 and the exercise price multiplied by the number of shares that would have been received by the option holders if they had exercised their “in the money” options on February 22, 2014. This amount will change based on the fair market value of the Company’s common stock. The aggregate intrinsic value of stock options exercised for the three months ended February 22, 2014 and February 23, 2013 was $35,000 and $258,000, respectively, and for the nine months ended February 22, 2014 and February 23, 2013 was $336,000 and $692,000, respectively. | ||||||||||||
Stock-Based Compensation Expense | ||||||||||||
As of February 22, 2014, there was $8.2 million of total unrecognized compensation cost related to non-vested employee stock options granted. That cost is expected to be recognized over a weighted-average period of 30 months. Stock-based compensation expense included in selling, general and administrative expenses for the three months ended February 22, 2014 and February 23, 2013 was $1.6 million and $1.8 million, respectively, and for the nine months ended February 22, 2014 and February 23, 2013 was $4.9 million and $5.5 million, respectively; this consisted of stock-based compensation expense related to employee stock options, employee stock purchases made via the Company’s ESPP and restricted stock awards. There were no capitalized share-based compensation costs during the nine months ended February 22, 2014 and February 23, 2013. | ||||||||||||
The weighted average estimated fair value per share of employee stock options granted during the three months ended February 22, 2014 was $5.72 using the Black-Scholes valuation model with the following assumptions: | ||||||||||||
For the Three Months Ended | ||||||||||||
22-Feb-14 | ||||||||||||
Expected volatility | 42.10% | |||||||||||
Risk-free interest rate | 1.80% | |||||||||||
Expected dividends | 2.00% | |||||||||||
Expected life | 5.3 years | |||||||||||
The Company granted 29,491 and 34,632 shares of restricted stock during the three and nine months ended February 22, 2014, respectively. The Company granted 34,622 shares of restricted stock during the three and nine months ended February 23, 2013. Stock-based compensation expense for restricted stock awards for the three months ended February 22, 2014 and February 23, 2013 was $116,000 and $91,000, respectively, and for the nine months ended February 22, 2014 and February 23, 2013 was $289,000 and $218,000, respectively. There were 84,447 unvested restricted shares, with approximately $1,025,000 of remaining unrecognized compensation cost, as of February 22, 2014. | ||||||||||||
The Company recognizes compensation expense for only the portion of stock options and restricted stock that is expected to vest, rather than recording forfeitures when they occur. If the actual number of forfeitures differs from that estimated by management, additional adjustments to compensation expense may be required in future periods. | ||||||||||||
The Company reflects, in its Consolidated Statements of Cash Flows, the tax impact resulting from tax deductions in excess of expense recognized in its Consolidated Statements of Operations as a financing cash flow, which will impact the Company’s future reported cash flows from operating activities. Gross excess tax benefits totaled $31,000 and $18,000 for the nine months ended February 22, 2014 and February 23, 2013, respectively. | ||||||||||||
Employee Stock Purchase Plan | ||||||||||||
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. A total of 4,400,000 shares of common stock may be issued under the ESPP. The Company issued 348,000 and 411,000 shares of common stock pursuant to the ESPP for the nine months ended February 22, 2014 and the year ended May 25, 2013, respectively. There were 438,000 shares of common stock available for issuance under the ESPP as of February 22, 2014. | ||||||||||||
Segment_Information_And_Enterp
Segment Information And Enterprise Reporting | 9 Months Ended | ||||||||||||||||||
Feb. 22, 2014 | |||||||||||||||||||
Segment Information And Enterprise Reporting [Abstract] | ' | ||||||||||||||||||
Segment Information And Enterprise Reporting | ' | ||||||||||||||||||
9. Segment Information and Enterprise Reporting | |||||||||||||||||||
The Company discloses information regarding operations outside of the U.S. The Company operates as one segment. The accounting policies for the domestic and international operations are the same as those described in Note 2 -- Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements included in the Company’s 2013 Annual Report on Form 10-K for the fiscal year ended May 25, 2013. Summarized information regarding the Company’s domestic and international operations is shown in the following table (in thousands): | |||||||||||||||||||
Revenue for the | Revenue for the | ||||||||||||||||||
Three Months Ended | Nine Months Ended | Long-Lived Assets (1) as of | |||||||||||||||||
February 22, | February 23, | February 22, | February 23, | February 22, | May 25, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||
United States | $ | 103,408 | $ | 105,940 | $ | 318,458 | $ | 316,596 | $ | 173,843 | $ | 171,939 | |||||||
The Netherlands | 5,130 | 6,206 | 16,934 | 18,576 | 22,999 | 22,457 | |||||||||||||
Other | 24,187 | 25,874 | 75,006 | 80,978 | 3,491 | 3,625 | |||||||||||||
Total | $ | 132,725 | $ | 138,020 | $ | 410,398 | $ | 416,150 | $ | 200,333 | $ | 198,021 | |||||||
(1)Long-lived assets are comprised of goodwill, intangible assets and property and equipment. | |||||||||||||||||||
Legal_Proceedings
Legal Proceedings | 9 Months Ended |
Feb. 22, 2014 | |
Legal Proceedings [Abstract] | ' |
Legal Proceedings | ' |
10. Legal Proceedings | |
The Company is involved in certain legal matters arising in the ordinary course of business. Management is not aware of any legal proceeding where the likelihood of a loss is reasonably possible and the amount or range of reasonably possible losses is material to the Company’s financial condition, results of operations or cash flows. | |
Subsequent_Event
Subsequent Event | 9 Months Ended |
Feb. 22, 2014 | |
Subsequent Event [Abstract] | ' |
Subsequent Event | ' |
11. Subsequent Event | |
In April 2014, the Company announced that in order to better align its cost structure with current revenue levels in Europe it will take a charge for severance, the majority of which will be recorded in the fourth quarter of fiscal 2014. These actions will reduce headcount in certain European practice offices and are expected to result in severance charges of approximately $2.8 million, or an estimated $0.07 per common share after tax in the fourth quarter. On an annualized basis, the headcount reductions are expected to reduce general and administrative expenses by $4.5 million beginning in fiscal 2015. No office closures are associated with the actions and the Company’s European platform remains intact to serve the Company’s multi-national clients. | |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Feb. 22, 2014 | |
Recent Accounting Pronouncements [Abstract] | ' |
Recent Accounting Pronouncements | ' |
12. Recent Accounting Pronouncements | |
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. In July 2013, the Financial Accounting Standards Board (“FASB”) issued new guidance which requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss, or a tax credit carryforward. To the extent the tax benefit is not available at the reporting date under the governing tax law or if the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented as a liability and not combined with deferred tax assets. The guidance is effective for annual periods, and interim periods within those years, beginning after December 15, 2013. The amendments are to be applied to all unrecognized tax benefits that exist as of the effective date and may be applied retrospectively to each prior reporting period presented. The Company does not expect that adoption of this guidance will have a material impact on the Company’s consolidated financial statements. | |
Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries. In March 2013, the FASB issued new guidance on a parent’s accounting for the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. This guidance requires that the parent release any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not expect that adoption of this guidance will have a material impact on the Company’s consolidated financial statements. | |
Comprehensive Income. In February 2013, the FASB issued new guidance on the presentation of comprehensive income which requires a company to present, either on the face of the statement where net income is presented or in the notes, the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2012. The guidance does not change the current requirements for reporting net income or other comprehensive income in financial statements. The information required under this guidance is already required to be disclosed elsewhere in the financial statements under GAAP and, therefore, the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. | |
Testing Indefinite-Lived Intangible Assets for Impairment. In July 2012, the FASB issued new guidance for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. The guidance allows an organization the option of first assessing qualitative factors to determine if a quantitative impairment test of the indefinite-lived intangible asset is necessary. If the qualitative assessment reveals that it is more likely than not that the asset is impaired, a calculation of the asset’s fair value is required. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. | |
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC did not, or are not expected to, have a material effect on the Company’s results of operations, financial position or cash flows. | |
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policy) | 9 Months Ended | ||||||||||||
Feb. 22, 2014 | |||||||||||||
Summary Of Significant Accounting Policies [Abstract] | ' | ||||||||||||
Interim Financial Information | ' | ||||||||||||
Interim Financial Information | |||||||||||||
The financial information as of and for the three and nine months ended February 22, 2014 and February 23, 2013 is unaudited but includes all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of its financial position at such dates and the operating results and cash flows for those periods. The fiscal 2013 year-end balance sheet data was derived from audited financial statements, and certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to Securities and Exchange Commission (“SEC”) rules or regulations; however, the Company believes the disclosures made are adequate to make the information presented not misleading. | |||||||||||||
The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the fiscal year. These condensed interim financial statements should be read in conjunction with the audited financial statements for the year ended May 25, 2013, which are included in the Company’s Annual Report on Form 10-K for the year then ended (File No. 0-32113). | |||||||||||||
Cash, Cash Equivalents And Short-Term Investments | ' | ||||||||||||
Cash, Cash Equivalents and Short-Term Investments | |||||||||||||
The Company considers cash on hand, deposits in banks, and short-term investments purchased with an original maturity date of three months or less to be cash and cash equivalents. The carrying amounts reflected in the consolidated balance sheets for cash, cash equivalents and short-term investments approximate the fair values due to the short maturities of these instruments. | |||||||||||||
Client Reimbursements Of "Out-Of-Pocket" Expenses | ' | ||||||||||||
Client Reimbursements of “Out-of-Pocket” Expenses | |||||||||||||
The Company recognizes all reimbursements received from clients for “out-of-pocket” expenses as revenue and all such expenses as direct cost of services. Reimbursements received from clients were $2.1 million and $2.3 million for the three months ended February 22, 2014 and February 23, 2013, respectively, and $6.3 million and $7.7 million for the nine months ended February 22, 2014 and February 23, 2013, respectively. | |||||||||||||
Foreign Currency Translation | ' | ||||||||||||
Foreign Currency Translation | |||||||||||||
The financial statements of subsidiaries outside the U.S. are measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the exchange rates effective at the end of the period, income and expense items are translated at average exchange rates prevailing during the period and the related translation adjustments are recorded as a component of accumulated other comprehensive income or loss within the Consolidated Balance Sheets. Gains and losses from foreign currency transactions are included in the Consolidated Statements of Operations. | |||||||||||||
Net Income Per Share Information | ' | ||||||||||||
Net Income Per Share Information | |||||||||||||
The Company presents both basic and diluted earnings per common share (“EPS”). Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS is based upon the weighted average number of common and common equivalent shares outstanding during the period, calculated using the treasury stock method for stock options. Under the treasury stock method, assumed proceeds include the amount the employee must pay for exercising stock options, the amount of compensation cost for future services that the Company has not yet recognized and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price per common share over the period are anti-dilutive and are excluded from the calculation. | |||||||||||||
The following table summarizes the calculation of net income per common share for the periods indicated (in thousands, except per share amounts): | |||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||
February 22, | February 23, | February 22, | February 23, | ||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Net income | $ | 2,279 | $ | 4,493 | $ | 13,027 | $ | 15,189 | |||||
Basic: | |||||||||||||
Weighted average shares | 39,027 | 40,939 | 39,444 | 41,317 | |||||||||
Diluted: | |||||||||||||
Weighted average shares | 39,027 | 40,939 | 39,444 | 41,317 | |||||||||
Potentially dilutive shares | 131 | 39 | 75 | 53 | |||||||||
Total dilutive shares | 39,158 | 40,978 | 39,519 | 41,370 | |||||||||
Net income per common share: | |||||||||||||
Basic | $ | 0.06 | $ | 0.11 | $ | 0.33 | $ | 0.37 | |||||
Dilutive | $ | 0.06 | $ | 0.11 | $ | 0.33 | $ | 0.37 | |||||
Anti-dilutive shares not included above | 7,658 | 8,078 | 8,127 | 8,113 | |||||||||
Stock-Based Compensation | ' | ||||||||||||
Stock-Based Compensation | |||||||||||||
The Company recognizes compensation expense for all share-based awards made to employees and directors, including employee stock options, restricted stock grants and employee stock purchases made via the Company’s Employee Stock Purchase Plan (the “ESPP”), based on estimated fair value at the date of grant. | |||||||||||||
The Company estimates the fair value of share-based awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods. Stock option awards vest over four years and restricted stock award vesting is determined on an individual grant basis under the Company’s 2004 Performance Incentive Plan (“2004 Plan”). The Company determines the estimated value of stock option awards using the Black-Scholes valuation model. The Company recognizes stock-based compensation expense on a straight-line basis over the service period for options and restricted stock that are expected to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates. | |||||||||||||
See Note 8 — Stock-Based Compensation Plans for further information on stock-based compensation. | |||||||||||||
Use Of Estimates | ' | ||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes these estimates and assumptions are adequate, actual results could differ from the estimates and assumptions used. | |||||||||||||
Summary_Of_Significant_Account2
Summary Of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||
Feb. 22, 2014 | |||||||||||||
Summary Of Significant Accounting Policies [Abstract] | ' | ||||||||||||
Calculation Of Net Income Per Share | ' | ||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||
February 22, | February 23, | February 22, | February 23, | ||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Net income | $ | 2,279 | $ | 4,493 | $ | 13,027 | $ | 15,189 | |||||
Basic: | |||||||||||||
Weighted average shares | 39,027 | 40,939 | 39,444 | 41,317 | |||||||||
Diluted: | |||||||||||||
Weighted average shares | 39,027 | 40,939 | 39,444 | 41,317 | |||||||||
Potentially dilutive shares | 131 | 39 | 75 | 53 | |||||||||
Total dilutive shares | 39,158 | 40,978 | 39,519 | 41,370 | |||||||||
Net income per common share: | |||||||||||||
Basic | $ | 0.06 | $ | 0.11 | $ | 0.33 | $ | 0.37 | |||||
Dilutive | $ | 0.06 | $ | 0.11 | $ | 0.33 | $ | 0.37 | |||||
Anti-dilutive shares not included above | 7,658 | 8,078 | 8,127 | 8,113 | |||||||||
Intangible_Assets_And_Goodwill1
Intangible Assets And Goodwill (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||||||||||||
Feb. 22, 2014 | ||||||||||||||||||||||||||||||||||||||||||
Intangible Assets And Goodwill [Abstract] | ' | |||||||||||||||||||||||||||||||||||||||||
Schedule Of Details Of Intangible Assets | ' | |||||||||||||||||||||||||||||||||||||||||
As of February 22, 2014 | As of May 25, 2013 | |||||||||||||||||||||||||||||||||||||||||
Accumulated | Accumulated | |||||||||||||||||||||||||||||||||||||||||
Gross | Amortization | Net | Gross | Amortization | Net | |||||||||||||||||||||||||||||||||||||
Customer relationships (2-7 years) | $ | 18,336 | $ | -17,628 | $ | 708 | $ | 17,978 | $ | -16,710 | $ | 1,268 | ||||||||||||||||||||||||||||||
Consultant and customer database (1-5 years) | 2,364 | -2,364 | - | 2,330 | -2,330 | - | ||||||||||||||||||||||||||||||||||||
Non-compete agreements (1-5 years) | 3,235 | -2,790 | 445 | 3,226 | -2,331 | 895 | ||||||||||||||||||||||||||||||||||||
Trade name and trademark (5 years) | 1,341 | -1,034 | 307 | 1,341 | -845 | 496 | ||||||||||||||||||||||||||||||||||||
Total | $ | 25,276 | $ | -23,816 | $ | 1,460 | $ | 24,875 | $ | -22,216 | $ | 2,659 | ||||||||||||||||||||||||||||||
Schedule Of Intangible Assets Related Accumulated Amortization | ' | |||||||||||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||
February 22, | February 23, | February 22, | February 23, | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||||||||||
Amortization expense | $ | 424 | $ | 422 | $ | 1,262 | $ | 1,282 | ||||||||||||||||||||||||||||||||||
Fiscal Years Ending | ||||||||||||||||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||||||||||||||||||||||||
Expected amortization expense | $ | 1,688 | $ | 917 | $ | 12 | $ | 12 | $ | 12 | ||||||||||||||||||||||||||||||||
Summary Of Activity In Goodwill Balance | ' | |||||||||||||||||||||||||||||||||||||||||
For the Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||
February 22, | February 23, | |||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||||||||||||||||
Goodwill, beginning of year | $ | 174,275 | $ | 173,576 | ||||||||||||||||||||||||||||||||||||||
Impact of foreign currency exchange rate changes | 1,340 | 1,165 | ||||||||||||||||||||||||||||||||||||||||
Goodwill, end of period | $ | 175,615 | $ | 174,741 | ||||||||||||||||||||||||||||||||||||||
Supplemental_Disclosure_Of_Cas1
Supplemental Disclosure Of Cash Flow Information (Tables) | 9 Months Ended | |||||||
Feb. 22, 2014 | ||||||||
Supplemental Disclosure Of Cash Flow Information [Abstract] | ' | |||||||
Schedule Of Additional Information Regarding Cash Flows | ' | |||||||
For the Nine Months Ended | ||||||||
February 22, | February 23, | |||||||
2014 | 2013 | |||||||
Non-cash investing and financing activities: | ||||||||
Dividends declared, not paid | $ | 2,713 | $ | 2,448 | ||||
Capitalized leasehold improvements paid directly by landlord | 1,824 | - | ||||||
Total | $ | 4,537 | $ | 2,448 | ||||
Stock_Based_Compensation_Plans
Stock Based Compensation Plans (Tables) | 9 Months Ended | |||||||||||
Feb. 22, 2014 | ||||||||||||
Stock Based Compensation Plans [Abstract] | ' | |||||||||||
Summary Of Stock Option Activity | ' | |||||||||||
Number of Shares Under Option | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||
Outstanding at May 25, 2013 | 7,970 | $ | 19.60 | 4.91 | $ | 72 | ||||||
Granted, at fair market value | 1,250 | 11.27 | ||||||||||
Exercised | -303 | 12.16 | ||||||||||
Forfeited | -185 | 13.21 | ||||||||||
Expired | -392 | 19.32 | ||||||||||
Outstanding at February 22, 2014 | 8,340 | $ | 18.77 | 5.06 | $ | 3,095 | ||||||
Exercisable at February 22, 2014 | 5,957 | $ | 21.06 | 3.69 | $ | 243 | ||||||
Vested and expected to vest at February 22, 2014 | 8,092 | $ | 18.98 | 4.94 | $ | 2,703 | ||||||
Schedule Of Share-Based Payment Award, Valuation Assumptions | ' | |||||||||||
For the Three Months Ended | ||||||||||||
22-Feb-14 | ||||||||||||
Expected volatility | 42.10% | |||||||||||
Risk-free interest rate | 1.80% | |||||||||||
Expected dividends | 2.00% | |||||||||||
Expected life | 5.3 years | |||||||||||
Segment_Information_And_Enterp1
Segment Information And Enterprise Reporting (Tables) | 9 Months Ended | ||||||||||||||||||
Feb. 22, 2014 | |||||||||||||||||||
Segment Information And Enterprise Reporting [Abstract] | ' | ||||||||||||||||||
Schedule Of Revenue From External Customers And Long-Lived Assets, By Geographical Areas | ' | ||||||||||||||||||
Revenue for the | Revenue for the | ||||||||||||||||||
Three Months Ended | Nine Months Ended | Long-Lived Assets (1) as of | |||||||||||||||||
February 22, | February 23, | February 22, | February 23, | February 22, | May 25, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||
United States | $ | 103,408 | $ | 105,940 | $ | 318,458 | $ | 316,596 | $ | 173,843 | $ | 171,939 | |||||||
The Netherlands | 5,130 | 6,206 | 16,934 | 18,576 | 22,999 | 22,457 | |||||||||||||
Other | 24,187 | 25,874 | 75,006 | 80,978 | 3,491 | 3,625 | |||||||||||||
Total | $ | 132,725 | $ | 138,020 | $ | 410,398 | $ | 416,150 | $ | 200,333 | $ | 198,021 | |||||||
(1)Long-lived assets are comprised of goodwill, intangible assets | |||||||||||||||||||
Summary_Of_Significant_Account3
Summary Of Significant Accounting Policies (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Feb. 22, 2014 | Feb. 23, 2013 | Feb. 22, 2014 | Feb. 23, 2013 |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Reimbursements received from clients for "out-of-pocket" expenses | $2.10 | $2.30 | $6.30 | $7.70 |
Stock Incentive Plan 2004 [Member] | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Stock options vesting period | ' | ' | '4 years | ' |
Summary_Of_Significant_Account4
Summary Of Significant Accounting Policies (Calculation Of Net Income Per Share) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Feb. 22, 2014 | Feb. 23, 2013 | Feb. 22, 2014 | Feb. 23, 2013 |
Summary Of Significant Accounting Policies [Abstract] | ' | ' | ' | ' |
Net income | $2,279 | $4,493 | $13,027 | $15,189 |
Basic: | ' | ' | ' | ' |
Weighted average shares | 39,027 | 40,939 | 39,444 | 41,317 |
Diluted: | ' | ' | ' | ' |
Weighted average shares | 39,027 | 40,939 | 39,444 | 41,317 |
Potentially dilutive shares | 131 | 39 | 75 | 53 |
Total dilutive shares | 39,158 | 40,978 | 39,519 | 41,370 |
Net income per common share: | ' | ' | ' | ' |
Basic | $0.06 | $0.11 | $0.33 | $0.37 |
Diluted | $0.06 | $0.11 | $0.33 | $0.37 |
Anti-dilutive shares not included above | 7,658 | 8,078 | 8,127 | 8,113 |
Contingent_Consideration_Detai
Contingent Consideration (Details) (USD $) | 3 Months Ended | 9 Months Ended |
Feb. 22, 2014 | Feb. 22, 2014 | |
Business Acquisition, Contingent Consideration [Line Items] | ' | ' |
Contingent consideration liability | $0 | $0 |
Sitrick Brincko Group LLC [Member] | ' | ' |
Business Acquisition, Contingent Consideration [Line Items] | ' | ' |
Minimum average annual earnings before interest, taxes, depreciation and amortization required to make contingent consideration payment | ' | 11,300,000 |
Contingent consideration, earn-out measurement period | ' | '4 years |
Payment to Mr. Brincko | $2,250,000 | ' |
Intangible_Assets_And_Goodwill2
Intangible Assets And Goodwill (Schedule Of Details Of Intangible Assets) (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Feb. 22, 2014 | 25-May-13 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross | $25,276 | $24,875 |
Accumulated Amortization | -23,816 | -22,216 |
Net | 1,460 | 2,659 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross | 18,336 | 17,978 |
Accumulated Amortization | -17,628 | -16,710 |
Net | 708 | 1,268 |
Consultant And Customer Database [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross | 2,364 | 2,330 |
Accumulated Amortization | -2,364 | -2,330 |
Non-compete Agreements [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross | 3,235 | 3,226 |
Accumulated Amortization | -2,790 | -2,331 |
Net | 445 | 895 |
Trade Name And Trademark [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, estimated lives | '5 years | ' |
Gross | 1,341 | 1,341 |
Accumulated Amortization | -1,034 | -845 |
Net | $307 | $496 |
Minimum [Member] | Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, estimated lives | '2 years | ' |
Minimum [Member] | Consultant And Customer Database [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, estimated lives | '1 year | ' |
Minimum [Member] | Non-compete Agreements [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, estimated lives | '1 year | ' |
Maximum [Member] | Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, estimated lives | '7 years | ' |
Maximum [Member] | Consultant And Customer Database [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, estimated lives | '5 years | ' |
Maximum [Member] | Trade Name And Trademark [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, estimated lives | '5 years | ' |
Intangible_Assets_And_Goodwill3
Intangible Assets And Goodwill (Schedule Of Intangible Assets Related Accumulated Amortization) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 22, 2014 | Feb. 23, 2013 | Feb. 22, 2014 | Feb. 23, 2013 |
Intangible Assets And Goodwill [Abstract] | ' | ' | ' | ' |
Amortization expense | $424 | $422 | $1,262 | $1,282 |
Expected amortization expense, 2014 | 1,688 | ' | 1,688 | ' |
Expected amortization expense, 2015 | 917 | ' | 917 | ' |
Expected amortization expense, 2016 | 12 | ' | 12 | ' |
Expected amortization expense, 2017 | 12 | ' | 12 | ' |
Expected amortization expense, 2018 | $12 | ' | $12 | ' |
Intangible_Assets_And_Goodwill4
Intangible Assets And Goodwill (Summary Of Activity In Goodwill Balance) (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Feb. 22, 2014 | Feb. 23, 2013 |
Intangible Assets And Goodwill [Abstract] | ' | ' |
Goodwill, beginning of year | $174,275 | $173,576 |
Impact of foreign currency exchange rate changes | 1,340 | 1,165 |
Goodwill, end of period | $175,615 | $174,741 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Feb. 22, 2014 | Feb. 23, 2013 | Feb. 22, 2014 | Feb. 23, 2013 | |
Income Taxes [Abstract] | ' | ' | ' | ' |
Provision for income taxes | $2,622,000 | $3,601,000 | $11,630,000 | $13,977,000 |
Effective tax rate | 53.00% | 44.00% | 47.00% | 48.00% |
Reversal of liability for uncertain tax position | ' | ' | 670,000 | ' |
Tax benefit related to stock-based compensation | $505,000 | $594,000 | $1,599,000 | $1,765,000 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (Stock Repurchase Program 2011 [Member], USD $) | 3 Months Ended | 9 Months Ended |
Feb. 22, 2014 | Feb. 22, 2014 | |
Stock Repurchase Program 2011 [Member] | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' |
Amount authorized under a stock repurchase program | ' | $150,000,000 |
Purchase of common stock | 522,200 | 1,600,000 |
Common stock shares repurchased, average price per share | $14.14 | $13.18 |
Cost of shares repurchased | 7,400,000 | 21,600,000 |
Stock repurchase plan, remaining amount | ' | $50,900,000 |
Supplemental_Disclosure_Of_Cas2
Supplemental Disclosure Of Cash Flow Information (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Feb. 22, 2014 | Feb. 23, 2013 |
Supplemental Disclosure Of Cash Flow Information [Abstract] | ' | ' |
Dividends declared, not paid | $2,713 | $2,448 |
Capitalized leasehold improvements paid directly by landlord | 1,824 | ' |
Total | $4,537 | $2,448 |
Stock_Based_Compensation_Plans1
Stock Based Compensation Plans (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 22, 2014 | Feb. 23, 2013 | Feb. 22, 2014 | Feb. 23, 2013 | Feb. 22, 2014 | Feb. 22, 2014 | 25-May-13 | |
Stock Incentive Plan 2004 [Member] | Employee Stock Purchase Plan [Member] | Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
New shares of common stock made available for awards | ' | ' | ' | ' | 7,500,000 | 4,400,000 | ' |
Stock options vesting period | ' | ' | ' | ' | '4 years | ' | ' |
Stock options termination period | ' | ' | ' | ' | '10 years | ' | ' |
Shares available for grant | ' | ' | ' | ' | 893,000 | 438,000 | ' |
Stock split conversion ratio | ' | ' | ' | ' | 2.5 | ' | ' |
The aggregate intrinsic value of stock options exercised | $35,000 | $258,000 | $336,000 | $692,000 | ' | ' | ' |
Unrecognized compensation cost related to stock-based compensation | 8,200,000 | ' | 8,200,000 | ' | ' | ' | ' |
Weighted-average period of cost to be recognized | ' | ' | '30 months | ' | ' | ' | ' |
Stock-based compensation expense | 1,600,000 | 1,800,000 | 4,879,000 | 5,460,000 | ' | ' | ' |
Weighted average estimated value per share of employee stock options granted | $5.72 | ' | ' | ' | ' | ' | ' |
Shares of restricted stock granted | 29,491 | 34,622 | 34,632 | 34,622 | ' | ' | ' |
Share based compensation expense for restricted shares | 116,000 | 91,000 | 289,000 | 218,000 | ' | ' | ' |
Unvested restricted shares | 84,447 | ' | 84,447 | ' | ' | ' | ' |
Total unrecognized compensation cost | 1,025,000 | ' | 1,025,000 | ' | ' | ' | ' |
Excess tax benefits from stock-based compensation | ' | ' | $31,000 | $18,000 | ' | ' | ' |
Percentage of exercise price per share out of fair market value | ' | ' | ' | ' | ' | 85.00% | ' |
Common stock issued | ' | ' | ' | ' | ' | 348,000 | 411,000 |
Stock_Based_Compensation_Plans2
Stock Based Compensation Plans (Summary Of Stock Option Activity) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Feb. 22, 2014 | 25-May-13 |
Stock Based Compensation Plans [Abstract] | ' | ' |
Options outstanding, Beginning balance, Number of Shares Under Option | 7,970 | ' |
Granted, at fair market value, Number of Shares Under Option | 1,250 | ' |
Exercised, Number of Shares Under Option | -303 | ' |
Forfeited, Number of Shares Under Option | -185 | ' |
Expired, Number of Shares Under Option | -392 | ' |
Options outstanding, Ending balance, Number of Shares Under Option | 8,340 | 7,970 |
Exercisable at February 22, 2014, Number of Shares Under Option | 5,957 | ' |
Vested and expected to vest at February 22, 2014, Number of Shares Under Option | 8,092 | ' |
Options outstanding, Beginning balance, Weighted Average Exercise Price | $19.60 | ' |
Granted, at fair market value, Weighted Average Exercise Price | $11.27 | ' |
Exercised, Weighted Average Exercise Price | $12.16 | ' |
Forfeited, Weighted Average Exercise Price | $13.21 | ' |
Expired, Weighted Average Exercise Price | $19.32 | ' |
Options outstanding, Ending balance, Weighted Average Exercise Price | $18.77 | $19.60 |
Exercisable at February 22, 2014, Weighted Average Exercise Price | $21.06 | ' |
Vested and expected to vest at February 22, 2014, Weighted Average Exercise Price | $18.98 | ' |
Options outstanding at February 22, 2014, Weighted Average Remaining Contractual Life (Years) | '5 years 22 days | '4 years 10 months 28 days |
Exercisable at February 22, 2014, Weighted Average Remaining Contractual Life (Years) | '3 years 8 months 9 days | ' |
Vested and expected to vest at February 22, 2014, Weighted Average Remaining Contractual Life (in years) | '4 years 11 months 9 days | ' |
Options outstanding, Beginning balance, Aggregate Intrinsic Value | $72 | ' |
Options outstanding, Ending balance, Aggregate Intrinsic Value | 3,095 | 72 |
Exercisable at February 22, 2014, Aggregate Intrinsic Value | 243 | ' |
Vested and expected to vest at February 22, 2014, Aggregate Intrinsic Value | $2,703 | ' |
Stock_Based_Compensation_Plans3
Stock Based Compensation Plans (Schedule Of Share-Based Payment Award, Valuation Assumptions) (Details) | 3 Months Ended |
Feb. 22, 2014 | |
Stock Based Compensation Plans [Abstract] | ' |
Expected volatility | 42.10% |
Risk-free interest rate | 1.80% |
Expected dividends | 2.00% |
Expected life, minimum | '5 years 3 months 18 days |
Segment_Information_And_Enterp2
Segment Information And Enterprise Reporting (Narrative) (Details) | 9 Months Ended |
Feb. 22, 2014 | |
segment | |
Segment Information And Enterprise Reporting [Abstract] | ' |
Number of operating segments | 1 |
Segment_Information_And_Enterp3
Segment Information And Enterprise Reporting (Schedule Of Revenue From External Customers And Long-Lived Assets, By Geographical Areas) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Feb. 22, 2014 | Feb. 23, 2013 | Feb. 22, 2014 | Feb. 23, 2013 | 25-May-13 | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | |||
Revenue | $132,725 | $138,020 | $410,398 | $416,150 | ' | |||
Long-Lived Assets | 200,333 | [1] | ' | 200,333 | [1] | ' | 198,021 | [1] |
United States [Member] | ' | ' | ' | ' | ' | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | |||
Revenue | 103,408 | 105,940 | 318,458 | 316,596 | ' | |||
Long-Lived Assets | 173,843 | [1] | ' | 173,843 | [1] | ' | 171,939 | [1] |
The Netherlands [Member] | ' | ' | ' | ' | ' | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | |||
Revenue | 5,130 | 6,206 | 16,934 | 18,576 | ' | |||
Long-Lived Assets | 22,999 | [1] | ' | 22,999 | [1] | ' | 22,457 | [1] |
Other [Member] | ' | ' | ' | ' | ' | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | |||
Revenue | 24,187 | 25,874 | 75,006 | 80,978 | ' | |||
Long-Lived Assets | $3,491 | [1] | ' | $3,491 | [1] | ' | $3,625 | [1] |
[1] | Long-lived assets are comprised of goodwill, intangible assets and property and equipment. |
Subsequent_Event_Details
Subsequent Event (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | ||
Feb. 22, 2014 | Feb. 23, 2013 | Feb. 22, 2014 | Feb. 23, 2013 | 31-May-14 | |
Scenario, Forecast [Member] | |||||
Subsequent Event [Member] | |||||
item | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' |
Severance charges | ' | ' | ' | ' | $2,800,000 |
Severance charges per share | ' | ' | ' | ' | $0.07 |
Decrease to general and administrative expenses | ($41,604,000) | ($41,591,000) | ($126,337,000) | ($125,993,000) | $4,500,000 |
Number of office closures | ' | ' | ' | ' | 0 |