Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Nov. 25, 2017 | Dec. 26, 2017 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 25, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | recn | |
Entity Registrant Name | RESOURCES CONNECTION INC | |
Entity Central Index Key | 1,084,765 | |
Current Fiscal Year End Date | --05-27 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 31,374,627 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Nov. 25, 2017 | May 27, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 56,284 | $ 62,329 |
Trade accounts receivable, net of allowance for doubtful accounts of $2,047 and $2,517 as of November 25, 2017 and May 27, 2017, respectively | 109,025 | 98,222 |
Prepaid expenses and other current assets | 5,147 | 4,395 |
Income taxes receivable | 1,899 | |
Total current assets | 170,456 | 166,845 |
Goodwill | 181,208 | 171,088 |
Intangible assets, net | 4,959 | |
Property and equipment, net | 22,326 | 23,354 |
Deferred income taxes | 1,571 | 973 |
Other assets | 1,798 | 1,868 |
Total assets | 382,318 | 364,128 |
Current liabilities: | ||
Accounts payable and accrued expenses | 20,293 | 14,102 |
Accrued salaries and related obligations | 43,840 | 49,241 |
Other liabilities | 8,206 | 8,428 |
Total current liabilities | 72,339 | 71,771 |
Long-term debt | 48,000 | 48,000 |
Deferred income taxes | 995 | 1,280 |
Other long-term liabilities | 8,138 | 4,935 |
Total liabilities | 129,472 | 125,986 |
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; 59,630 and 58,992 shares issued, and 30,300 and 29,662 shares outstanding as of November 25, 2017 and May 27, 2017, respectively | 596 | 590 |
Additional paid-in capital | 408,412 | 398,828 |
Accumulated other comprehensive loss | (9,291) | (11,396) |
Retained earnings | 335,033 | 332,024 |
Treasury stock at cost, 29,330 shares as of both November 25, 2017 and May 27, 2017, respectively | (481,904) | (481,904) |
Total stockholders' equity | 252,846 | 238,142 |
Total liabilities and stockholders' equity | $ 382,318 | $ 364,128 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Nov. 25, 2017 | May 27, 2017 |
Trade accounts receivable, allowance for doubtful accounts | $ 2,047 | $ 2,517 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000 | 5,000 |
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 | 70,000 |
Common stock, shares issued | 59,630 | 58,992 |
Common stock, shares outstanding | 30,300 | 29,662 |
Treasury stock at cost, shares | 29,330 | 29,330 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 25, 2017 | Nov. 26, 2016 | Nov. 25, 2017 | Nov. 26, 2016 | |
Revenue | $ 156,738 | $ 147,558 | $ 297,924 | $ 290,947 |
Direct cost of services, primarily payroll and related taxes for professional services employees | 97,319 | 91,048 | 184,807 | 179,910 |
Gross margin | 59,419 | 56,510 | 113,117 | 111,037 |
Selling, general and administrative expenses | 47,498 | 46,056 | 94,913 | 89,670 |
Amortization of intangible assets | 322 | 322 | ||
Depreciation expense | 947 | 808 | 1,887 | 1,602 |
Income from operations | 10,652 | 9,646 | 15,995 | 19,765 |
Interest expense | 397 | 64 | 734 | 64 |
Interest income | (32) | (40) | (60) | (110) |
Income before provision for income taxes | 10,287 | 9,622 | 15,321 | 19,811 |
Provision for income taxes | 2,149 | 3,930 | 5,071 | 8,481 |
Net income | $ 8,138 | $ 5,692 | $ 10,250 | $ 11,330 |
Net income per common share: | ||||
Basic (per share) | $ 0.27 | $ 0.16 | $ 0.34 | $ 0.31 |
Diluted (per share) | $ 0.27 | $ 0.16 | $ 0.34 | $ 0.31 |
Weighted average common shares outstanding: | ||||
Basic (shares) | 30,173 | 35,716 | 29,991 | 35,992 |
Diluted (shares) | 30,579 | 36,248 | 30,319 | 36,533 |
Cash dividends declared per common share | $ 0.12 | $ 0.11 | $ 0.24 | $ 0.22 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 25, 2017 | Nov. 26, 2016 | Nov. 25, 2017 | Nov. 26, 2016 | |
COMPREHENSIVE INCOME: | ||||
Net income | $ 8,138 | $ 5,692 | $ 10,250 | $ 11,330 |
Foreign currency translation adjustment, net of tax | (610) | (3,687) | 2,105 | (3,044) |
Total comprehensive income | $ 7,528 | $ 2,005 | $ 12,355 | $ 8,286 |
Consolidated Statement Of Stock
Consolidated Statement Of Stockholders' Equity - 6 months ended Nov. 25, 2017 - 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. 27, 2017 | $ 590 | $ 398,828 | $ (481,904) | $ (11,396) | $ 332,024 | $ 238,142 |
Balances (in shares) at May. 27, 2017 | 58,992 | 29,330 | 29,662 | |||
Exercise of stock options | $ 1 | 1,665 | $ 1,666 | |||
Exercise of stock options (in shares) | 137 | 137 | ||||
Stock-based compensation expense | 3,062 | $ 3,062 | ||||
Issuance of common stock under Employee Stock Purchase Plan | $ 2 | 2,258 | 2,260 | |||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 194 | |||||
Issuance of restricted stock | $ 1 | (1) | ||||
Issuance of restricted stock (in shares) | 80 | |||||
Cash dividends declared ($0.24 per share) | (7,241) | (7,241) | ||||
Issuance of common stock for acquisition of taskforce | $ 2 | 2,600 | 2,602 | |||
Issuance of common stock for acquisition of taskforce (in shares) | 227 | |||||
Currency translation adjustment | 2,105 | 2,105 | ||||
Net income | 10,250 | 10,250 | ||||
Balances at Nov. 25, 2017 | $ 596 | $ 408,412 | $ (481,904) | $ (9,291) | $ 335,033 | $ 252,846 |
Balances (in shares) at Nov. 25, 2017 | 59,630 | 29,330 | 30,300 |
Consolidated Statement Of Stoc7
Consolidated Statement Of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Nov. 25, 2017 | Nov. 26, 2016 | Nov. 25, 2017 | Nov. 26, 2016 | |
Cash dividends declared per common share | $ 0.12 | $ 0.11 | $ 0.24 | $ 0.22 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Nov. 25, 2017 | Nov. 26, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 10,250 | $ 11,330 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 2,209 | 1,602 |
Stock-based compensation expense | 3,062 | 3,150 |
Loss on disposal of assets | 41 | |
Bad debt expense | 364 | 214 |
Deferred income taxes | (906) | (436) |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (8,394) | (1,115) |
Prepaid expenses and other current assets | (568) | (53) |
Income taxes | 1,468 | (3,625) |
Other assets | 84 | 138 |
Accounts payable and accrued expenses | 1,245 | 1,748 |
Accrued salaries and related obligations | (5,943) | (5,191) |
Other liabilities | (1,231) | 334 |
Net cash provided by operating activities | 1,640 | 8,137 |
Cash flows from investing activities: | ||
Redemption of short-term investments | 19,961 | |
Proceeds from sale of property and equipment | 1 | 166 |
Acquisition of taskforce, net of cash acquired | (3,423) | |
Purchase of property and equipment | (784) | (2,294) |
Net cash (used in) provided by investing activities | (4,206) | 17,833 |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 1,666 | 2,139 |
Proceeds from issuance of common stock under Employee Stock Purchase Plan | 2,260 | 2,184 |
Purchase of common stock | (111,959) | |
Proceeds from Revolving Credit Facility | 58,000 | |
Debt issuance costs | (190) | |
Cash dividends paid | (6,833) | (7,600) |
Net cash used in financing activities | (2,907) | (57,426) |
Effect of exchange rate changes on cash | (572) | (1,066) |
Net decrease in cash | (6,045) | (32,522) |
Cash and cash equivalents at beginning of period | 62,329 | 91,089 |
Cash and cash equivalents at end of period | $ 56,284 | $ 58,567 |
Description Of The Company And
Description Of The Company And Its Business | 6 Months Ended |
Nov. 25, 2017 | |
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 primarily provide services under the name Resources Global Professionals (“RGP” or the “Company”). The Company provides agile consulting services to its global client base utilizing experienced professionals in the areas of accounting; finance; governance, risk and compliance management; corporate advisory, strategic communications and restructuring; information management; human capital; supply chain management; and legal and regulatory. 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 second quarters of fiscal 201 8 and 201 7 each consisted of 13 weeks. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 6 Months Ended |
Nov. 25, 2017 | |
Summary Of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Interim Financial Information The financial information as of and for the three and six months ended November 25 , 2017 and November 26, 2016 is unaudited but includes all adjustments (consisting only of normal recurring adjustments) the Company considers necessary for a fair presentation of its financial position at such dates and the operating results and cash flows for those periods. The fiscal 201 7 year-end balance sheet data was derived from audited financial statements, and certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”) have been condensed or omitted pursuant to Securities and Exchange Commission (“SEC”) rules or regulations; however, the Company believes the disclosures made are adequate to make the information presented not misleading. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year. These condensed interim financial statements should be read in conjunction with the audited financial statements for the year ended May 2 7 , 201 7 , 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 , if any, reflected in the consolidated balance sheets for cash, cash equivalents and short-term investments approximate their 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 $2.9 million and $2.4 million for the three months ended November 25, 2017 and November 26, 2016 , respectively , and $5.5 million and $4.8 million for the six months ended November 25, 2017 and November 26, 2016 , 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 and the amount of compensation cost for future services the Company has not yet recognized. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price per common share over the period are anti-dilutive and are excluded from the calculation. The following table summarizes the calculation of net income per common share for the periods indicated (amounts in thousands, except per share amounts): Three Months Ended Six Months Ended November 25, November 26, November 25, November 26, 2017 2016 2017 2016 Net income $ 8,138 $ 5,692 $ 10,250 $ 11,330 Basic: Weighted average shares 30,173 35,716 29,991 35,992 Diluted: Weighted average shares 30,173 35,716 29,991 35,992 Potentially dilutive shares 406 532 328 541 Total dilutive shares 30,579 36,248 30,319 36,533 Net income per common share: Basic $ 0.27 $ 0.16 $ 0.34 $ 0.31 Dilutive $ 0.27 $ 0.16 $ 0.34 $ 0.31 Anti-dilutive shares not included above 5,268 5,263 5,225 4,922 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 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 2014 Performance Incentive Plan ( the “2014 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 9 — Stock-Based Compensation Plans for further information on the 2014 Plan and 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. |
Acquisitions
Acquisitions | 6 Months Ended |
Nov. 25, 2017 | |
Acquisitions | 3. Acquisitions On August 31, 2017, the Company acquired taskforce – Management on Demand AG (“taskforce”), a German professional services firm, founded in 2007, that provides clients with senior interim management and project management expertise. The Company paid initial consideration of €5.8 million (approximately $6.9 million at the date of acquisition ), in a combination of cash and restricted stock. U.S. dollar equivalents related to the acquisition of taskforce are based on acquisition date exchange rates. In addition, t he purchase agreement of taskforce requires earn-out payments to be made based on performance in calendar 2017, 2018 and 2019 . Under accounting rules for business combinations, obligations that are contingently payable to the sellers based upon the occurrence of one or more future events are recorded as a discounted liability on the Company’s balance sheet. The Company is obligated to pay the sellers in Euros as follows: for calendar year 2017, A djusted EBITDA times 6.1 times 20% ; and for both calendar years 2018 and 2019 , A djusted EBITDA times 6.1 times 15% ; ( A djusted EBITDA as defined in the purchase agreement). The Company estimated the fair value of the obligation to pay contingent consideration based on a number of different projections of the estimated A djusted EBITDA for each of the calendar years. The Company recorded this future obligation using a discount rate of approximately 11.0% , representing the Company’s weighted average cost of capital. The estimated fair value of the contractual obligation to the contingent consideration recognized at the date of acquisition was €5.5 million (approximately $6.5 million ), of which the Company estimates $2.4 million will be payable based upon calendar year Adjusted EBITDA in March 2018 . Each reporting period, the Company will estimate changes in the fair value of contingent consideration and any change in fair value will be recognized in the Company’s Consolidated Statements of Operations. The estimate of fair value of contingent consideration requires very subjective assumptions to be made of various potential Adjusted EBITDA results and discount rates. Future revisions to these assumptions could materially change the estimate of the fair value of contingent consideration and therefore could materially affect the Company’s future operating results. In accordance with the accounting requirements of Accounting Standard Codification (“ ASC 805 ”) , “Business Combinations,” the Company made an initial allocation of the purchase price of taskforce based on the fair value of the assets acquired and liabilities assumed, with the residual recorded as goodwill. As a result of the contingent consideration obligation, the Company recorded a deferred tax asset on the temporary difference between the book and tax treatment of the contingent consideration. The Company’s initial purchase price allocation considers a number of factors, including the valuation of identifiable intangible assets. In connection with this acquisition, t he Company provisionally recorded total intangible assets includ ing approximately $ 9.0 million of goodwill, $1.9 million for customer relationships (amortized over 3 years), $2.0 million for tradenames (amortized over 10 years), $0.8 million for the database of potential consultants (amortized over 3 years) and $0.6 million for non-competition agreements (amortized over 3 years) . The goodwill and other intangibles recognized in this transaction are not deductible for tax purposes. Taskforce contributed approximately $3.7 million to revenue and approximately $0.3 million to pre-tax earnings for the quarter ended November 25, 2017. On December 4, 2017, the Company announced the completion of its acquisition of substantially all of the assets and assumption of certain liabilities of Accretive Solutions, Inc. (“Accretive”). See Note 12, Subsequent Events , for additional information. The Company incurred approximately $0.7 million of transaction related costs during the quarter ended November 25, 2017; these expenses are included in selling, general and administrative expenses in the Company’s Consolidated Statement of Operations. The following table summarizes the consideration for the acquisition of taskforce and th e amounts of the identified assets acquired and liabilities assumed at the acquisition date: Fair Value of Consideration Transferred (in thousands, except share amounts): Cash $ 4,274 Common stock - 226,628 shares $11.48 (closing price on acquisition date discounted for restriction on sale) 2,602 Estimated contingent consideration 6,514 Total $ 13,390 Recognized amounts of identifiable assets acquired and liabilities assumed (in thousands): Cash and cash equivalents $ 974 Accounts receivable 1,930 Prepaid expenses and other current assets 45 Intangible assets 5,321 Property and equipment, net 39 Other assets (57) Total identifiable assets 8,252 Accounts payable and accrued expenses 2,116 Accrued salaries and related obligations 16 Other current liabilities 83 Total liabilities assumed 2,215 Net identifiable assets acquired 6,037 Deferred tax liability (1,686) Goodwill 9,039 Net assets acquired $ 13,390 |
Intangible Assets And Goodwill
Intangible Assets And Goodwill | 6 Months Ended |
Nov. 25, 2017 | |
Intangible Assets And Goodwill | 4. Intangible Assets and Goodwill The following table summarizes details of the Company’s intangible assets and related accumulated amortization as of November 25, 2017. The Company had no amortizable intangible assets as of May 27, 2017 (amounts in thousands): As November 25, 2017 Accumulated Gross Amortization Net Tradenames ( 10 years) $ 2,013 $ (50) $ 1,963 Customer contracts & relationships ( 3 years) 1,895 (158) 1,737 Consultant list ( 3 years) 781 (65) 716 Non-compete agreements ( 3 years) 592 (49) 543 Total $ 5,281 $ (322) $ 4,959 The intangible assets described above are based upon the provisional estimate of the allocation of the purchase price of taskforce discussed in Note 3 – Acquisitions . The Company recorded amortization expense for the quarter ended November 25, 2017 of $0.3 million. Future estimated intangible asset amortization expense (based on existing intangible assets) is $1.0 million, $1.3 million, $1.3 million, $0.5 million and $0.2 million for the years ending May 26, 2018, May 25, 2019, May 30, 2020, May 29, 2021 and May 28, 2022, respectively. The estimates of future i ntangible asset amortization expense do not incorporate the potential impact of future currency fluctuations when translating the financial results of the Company’s international operations that have amortizable intangible assets into U.S. dollars. The following table summarizes the activity in the Company’s goodwill balance (amounts in thousands): For the Six Months Ended November 25, November 26, 2017 2016 Goodwill, beginning of year $ 171,088 $ 171,183 Acquisitions (see Note 3) 9,039 - Impact of foreign currency exchange rate changes 1,081 (1,148) Goodwill, end of period $ 181,208 $ 170,035 |
Income Taxes
Income Taxes | 6 Months Ended |
Nov. 25, 2017 | |
Income Taxes | 5. Income Taxes The Company’s provision for income taxes was $ 2 . 1 million (effective tax rate of approximately 21 %) and $3.9 million (effective tax rate of approximately 41 %) for the three months ended November 25, 2017 and November 26, 2016, respectively and $ 5 . 1 million (effective tax rate of approximately 33% ) and $8.5 million (effective tax rate of approximately 43% ) for the six months ended November 25, 2017 and November 26, 2016, 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 that span numerous tax jurisdictions. The provision for income taxes in the three and six months ended November 25, 2017 and November 26, 2016 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 effective tax rate decreased for the three months ended November 25, 2017 due to the reversal of valuation allowances that offset the deferred tax assets of certain foreign entities. The Company recognized a benefit of approximately $0.2 million and $0.5 million related to stock-based compensation for nonqualified stock options expensed and for disqualifying dispositions under the ESPP during the second quarter of fiscal 201 8 and 201 7 , respectively , and approximately $0.6 million and $1.0 million related to stock-based compensation for nonqualified stock options expensed and for disqualifying dispositions under the ESPP during the six months ended November 25, 2017 and November 26, 2016 , respectively . |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Nov. 25, 2017 | |
Long-Term Debt | 6. Long-Term Debt In October 2016, the Company entered into a $120 million secured revolving credit facility (“Facility”) with Bank of America, consisting of (i) a $90 million revolving loan facility, which includes a $5 million sublimit for the issuance of standby letters of credit (“Revolving Loan”), and (ii) a $30 million reducing revolving loan facility, any amounts of which may not be reborrowed after being repaid (“Reducing Revolving Loan”). The Facility is available for working capital and general corporate purposes, including potential acquisitions and stock repurchases. The Company’s obligations under the Facility are guaranteed by all of the Company’s domestic subsidiaries and secured by essentially all assets of the Company, Resources Connection LLC and their domestic subsidiaries, subject to certain customary exclusions. Borrowings under the Facility bear interest at a rate per annum of either, at the Company’s option, (i) a London Interbank Offered Rate (“LIBOR”) defined in the Facility plus a margin of 1.25% or 1.50% or (ii) an alternate base rate, plus a margin of 0.25% or 0.50%, with the applicable margin depending on the Company's consolidated leverage ratio. The alternate base rate is the highest of (i) Bank of America’s prime rate, (ii) the federal funds rate plus 0.50% and (iii) the Eurodollar rate plus 1.0% . The Company pays an unused commitment fee on the average daily unused portion of the Facility at a rate of 0.15% to 0.25% depending upon on the Company’s consolidated leverage ratio. The Facility expires October 17, 2021 . The Facility contains both affirmative and negative covenants. Covenants include, but are not limited to, limitations on the Company’s and its subsidiaries’ ability to incur liens, incur additional indebtedness, make certain restricted payments, merge or consolidate and make disposition of assets. In addition, the Facility requires the Company to comply with financial covenants limiting the Company’s total funded debt, minimum interest coverage ratio and maximum leverage ratio. The Company was in compliance with all financial covenants under the Facility as of November 25, 2017. Upon the occurrence of an event of default under the Facility, the lender may cease making loans, terminate the Facility and declare all amounts outstanding to be immediately due and payable. The Facility specifies a number of events of default (some of which are subject to applicable grace or cure periods), including, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. The Company’s borrowings on the Facility were $48.0 million as of November 25, 2017; the Company used the funds in fiscal 2017 to fund a portion of the purchase price of its modified Dutch auction tender offer held in November 2016. In addition, the Company has $1.0 million of outstanding letters of credit issued under the Facility. The Company has $41.0 million remaining to borrow under the Revolving Loan and $30.0 million remaining under the Reducing Revolving Loan as of November 25, 2017. As of November 25, 2017, the interest rate on the Company’s borrowings was 2.9% on one tranche of $24.0 million based on a 3-month LIBOR plus 1.50% and 2.8% on a second tranche of $24.0 million based on a 3-month LIBOR plus 1.50% . |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Nov. 25, 2017 | |
Stockholders' Equity | 7. Stockholders’ Equity Stock Repurchase Program In July 2015, the Company’s board of directors approved a stock repurchase program (the “July 2015 program”), authorizing the repurchase, at the discretion of the Company’s senior executives, of the Company’s common stock for an aggregate dollar limit not to exceed $150 million. Repurchases under the program may take place in the open market or in privately negotiated transactions and may be made pursuant to a Rule 10b5-1 plan. The Company did not repurchase any common stock on the open market d uring the six months ended November 25, 2017. As of November 25, 2017 , approximately $125.1 million remained available for future repurchases of the Company’s common stock under the July 2015 program. |
Supplemental Disclosure Of Cash
Supplemental Disclosure Of Cash Flow Information | 6 Months Ended |
Nov. 25, 2017 | |
Supplemental Disclosure Of Cash Flow Information | 8 . Supplemental Disclosure of Cash Flow Information The following table presents information regarding income taxes paid, interest paid and non-cash investing and financing activities (amounts in thousands): For the Six Months Ended November 25, November 26, 2017 2016 Income taxes paid $ 6,248 $ 12,499 Interest paid $ 712 $ - Non-cash investing and financing activities: Capitalized leasehold improvements paid directly by landlord $ - $ 485 Acquisition of taskforce: Issuance of common stock $ 2,602 $ - Liability for contingent consideration $ 6,514 $ - Dividends declared, not paid $ 3,663 $ 3,259 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 6 Months Ended |
Nov. 25, 2017 | |
Stock-Based Compensation Plans | 9. Stock-Based Compensation Plans Stock Options and Restricted Stock The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2014 Plan equals the sum of: (1) 2,400,000 shares, plus (2) the number of shares subject to stock options granted under the Resources Connection, Inc. 2004 Performance Incentive Plan and the 1999 Long Term Incentive Plan (the “Prior Stock Plans”) and outstanding as of September 3, 2014 (the date at which the Prior Stock Plans terminated), which expire, or for any reason are cancelled or terminated, after that date without being exercised, plus (3) the number of shares subject to restricted stock, restricted stock unit and other full-value awards granted under the Prior Stock Plans that were outstanding and unvested as of September 3, 2014, which are forfeited, terminated, cancelled, or otherwise reacquired after that date without having become vested. As of November 25, 2017 , 1,831,000 shares were available for award grant purposes under the 2014 Plan, subject to future increases as described in (2) and (3) above and subject to increase as then-outstanding awards expire or terminate without having become vested or exercised, as applicable. Awards under the 2014 Plan may include, but are not limited to, stock options and restricted stock grants. Stock option grants generally vest in equal annual installments over four years and terminate ten years from the date of grant. Restricted stock award vesting is determined on an individual grant basis. Awards of restricted stock under the 2014 Plan will be counted against the available share limit as two and a half shares for every one share actually issued in connection with the award. The Company’s policy is to issue shares from its authorized shares upon the exercise of stock options. The following table summarizes the stock option activity for the six months ended November 25, 2017 (number of shares under option and aggregate intrinsic value in thousands): Number of Shares Under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at May 27, 2017 7,164 $ 15.08 5.56 $ 1,696 Granted, at fair market value 984 $ 15.80 Exercised (137) $ 12.12 Forfeited (96) $ 14.65 Expired (152) $ 20.14 Outstanding at November 25, 2017 7,763 $ 15.13 5.69 $ 11,789 Exercisable at November 25, 2017 5,301 $ 15.17 4.23 $ 9,446 Vested and expected to vest at November 25, 2017 7,341 $ 15.11 5.47 $ 11,585 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 second quarter of fiscal 2018 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 November 25, 2017. This amount will change based on changes in the fair market value of the Company’s common stock. The total pre-tax intrinsic value related to stock options exercised during the three months ended November 25, 2017 and November 26, 2016 was $0.4 million and $0.2 million , respectively , and $0.5 million for both the six months ended November 25, 2017 and November 26, 2016. Stock-Based Compensation Expense As of November 25, 2017 , there was $8.5 million of total unrecognized compensation cost related to un vested employee stock options granted. That cost is expected to be recognized over a weighted-average period of 35 months . Stock-ba sed compensation expense included in selling, general and administrative expenses was $1.5 million and $1. 9 million for the three months ended November 25, 2017 and November 26, 2016 , respectively, and $ 3.1 million and $3.2 million for the six months ended November 25, 2017 and November 26, 2016 , respectively. These amounts consisted of stock-based compensation expense related to employee stock options, employee stock purchases made via the ESPP and restricted stock awards. There were no capitalized share-based compensation costs during the six months ended November 25, 2017 or November 26, 2016 . The Company granted 79,810 shares o f restricted stock during the three and six months ended November 25, 2017 and 16,733 shares of restricted stock during the three and six months ended November 26, 2016. Stock-based compensation expense for existing restricted stock awards was $0.3 million and $0.2 million for the three months ended November 25, 2017 and November 26, 2016 , respectively , and $0.6 million and $0.3 million for the six months ended November 25, 2017 and November 26, 2016 , respectively. As of November 25, 2017, t here were 260,625 unvested restricted shares, with approximately $3.3 million of remaining unrecognized compensation cost . 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. Employee Stock Purchase Plan The ESPP allows qualified employees (as defined in the ESPP) to purchase designated shares of the Company’s common stock at a price equal to 85% of the lesser of the fair market value of common stock at the beginning or end of each semi-annual stock purchase period. The ESPP’s term expires October 16, 2024. A total of 5,900,000 shares of common stock may be issued under the ESPP. The Company issued 194,000 and 359,000 shares of common stock pursuant to the ESPP during the six m onths ended November 25, 2017 and the year ended May 27 , 201 7 , respectively. T here were 724,000 shares of common stock available for issuance under the ESPP as of November 25, 2017. |
Segment Information And Enterpr
Segment Information And Enterprise Reporting | 6 Months Ended |
Nov. 25, 2017 | |
Segment Information And Enterprise Reporting | 10. 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 Annual Report on Form 10-K for the fiscal year ended May 27, 2017. Summarized information regarding the Company’s domestic and international operations is shown in the following table (amounts in thousands): Revenue for the Revenue for the Three Months Ended Six Months Ended Long-Lived Assets (1) as of November 25, November 26, November 25, November 26, November 25, May 27, 2017 2016 2017 2016 2017 2017 United States $ 119,443 $ 117,645 $ 232,568 $ 233,285 $ 172,587 $ 173,781 The Netherlands 4,674 4,761 8,442 8,691 19,051 18,036 Other 32,621 25,152 56,914 48,971 16,855 2,625 Total $ 156,738 $ 147,558 $ 297,924 $ 290,947 $ 208,493 $ 194,442 (1) Long-lived assets are comprised of goodwill , intangible assets and property and equipment. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Nov. 25, 2017 | |
Legal Proceedings | 11. Legal Proceedings The Company is involved in certain legal matters arising in the ordinary course of business. In the opinion of management, all such matters, if disposed of unfavorably, would not have a material adverse effect on the Company’s financial position, cash flows or results of operations. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Nov. 25, 2017 | |
Subsequent Event | 12. Subsequent Event On December 4, 2017 , the Company announced the completion of its acquisition of substantially all of the assets and assumption of certain liabilities of Accretive. Accretive is a professional services firm that provides expertise in accounting and finance, enterprise governance, business technology and business transformation solutions to a wide variety of organizations in the U.S. and supports startups through its Countsy suite of back office services. The Company paid consideration of $19.4 million in cash subject to working capital adjustments and issued 1,150,000 shares of Resources Connection common stock restricted for sale for four years . Results of operations from this transaction will be included in the Company’s consolidated statement of operations beginning in the quarter ending February 24, 2018. In late December 2017, Congress enacted tax reform, “Tax Cuts and Jobs Act” (H.R. 1) . As details become available, the Company will assess the impact to RGP. While the reduced tax rate is anticipated to benefit RGP’s tax position, a number of the changes will partially offset that benefit. Management anticipat es the tax reform will cause a one-time reduction in the carrying value of the domestic deferred tax assets and liabilities, causing a one-time impact on tax expense during the quarter of enactment. The Company anticipates f urther clarif ication will be available in the third quarter of fiscal 2018. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Nov. 25, 2017 | |
Recent Accounting Pronouncements | 13. Recent Accounting Pronouncements Accounting Pronouncements Adopted During Current Fiscal Year Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09. The new standard modifies several aspects of the accounting and reporting for employee share-based payments and related tax accounting impacts, including the presentation in the statements of operations and cash flows of certain tax benefits or deficiencies and employee tax withholdings, as well as the accounting for award forfeitures over the vesting period (record forfeitures as they occur or estimate over the vesting period). The new standard is effective for financial statements for annual and interim periods within those annual periods beginning after December 15, 2016 and was adopted by the Company on a prospective basis effective May 28, 2017. The Company has elected to account for forfeitures based on previous guidance and will make an estimate of the number of awards expected to vest with a subsequent true up to actual forfeitures. As a result of the adoption, excess income tax benefits and deficiencies from stock-based compensation are now recognized as a discrete item within the provision for income taxes in the Consolidated Statement of Operations rather than additional paid-in capital in the Consolidated Balance Sheets. In future quarters, when tranches of unexercised options expire, there could be a potentially significant impact on the Company’s income tax expense and income tax percentage. Accounting Pronouncements Pending Adoption Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting. In May 2017, the FASB issued ASU 2017-09, which clarifies when changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Under the new guidance, modification accounting is only required if the fair value, vesting conditions or classification (equity or liability) of the new award are different from the original award immediately before the original award is modified. The new standard is effective for financial statements for annual periods beginning after December 15, 2017 (for the Company, fiscal 2019). Early adoption is permitted. The guidance must be applied prospectively to awards modified on or after the adoption date. The future impact of ASU 2017-09 will be dependent on the nature of future stock award modifications. Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU 2017-04, which provides guidance regarding the goodwill impairment testing process. The new standard eliminates Step 2 of the goodwill impairment test. If a company determines in Step 1 of the goodwill impairment test that the carrying value of goodwill is greater than the fair value, an impairment for that difference must be recorded in the income statement, rather than proceeding to Step 2. The new standard is effective for financial statements for annual periods beginning after December 15, 2019 (for the Company, fiscal 2021). Early adoption is permitted for interim or annual goodwill impairments tests performed on testing dates after January 1, 2017. Based on the Company’s most recent annual goodwill impairment test completed in fiscal 2017, the Company expects no initial impact on adoption. Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. In August 2016, the FASB issued ASU 2016-15, which provides guidance designed to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Examples include cash payments for debt prepayment or debt extinguishment; contingent consideration payments made after a business combination; and proceeds from the settlement of corporate-owned life insurance policies. The new standard is effective for financial statements for annual and interim periods within those annual periods beginning after December 15, 2017 (for the Company, fiscal 2019). Early adoption is permitted. The Company believes the adoption of this guidance will not have a material impact on its consolidated financial statements. Leases (Topic 842): Leases. In February 2016, the FASB issued ASU 2016-02, which amends the existing guidance to require lessees to recognize operating lease obligations on their balance sheets by recording the rights and obligations created by those leases. The requirements are effective for financial statements for annual periods and interim periods within those annual periods beginning after December 15, 2018 (for the Company, fiscal 2020), and early adoption is permitted. The Company is currently evaluating the impact ASU 2016-02 will have on its consolidated financial statements and believes it will have a significant impact on the Company’s reported balance sheet assets and liabilities. Under current accounting guidelines, the Company’s office leases are operating lease arrangements, in which rental payments are treated as operating expenses and there is no recognition of the arrangement on the balance sheet as an asset with the related obligation to the lessor as a liability. Revenue from Contracts with Customers (Topic 606) : In May 2014, the FASB issued ASU 2014-09, a comprehensive new revenue recognition standard that will supersede current revenue recognition guidance and is intended to improve and converge revenue recognition and related financial reporting requirements. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a number of steps to apply to achieve that core principle and requires additional disclosures. In August 2015, the FASB issued ASU 2015-14, which delays the required implementation date for the Company until fiscal 2019, with early adoption permitted for fiscal 2018. The Company has elected to adopt the guidance beginning in fiscal 2019. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all periods presented, or “cumulative effect” adoption, meaning the standard is applied only to the most current period presented in the financial statements. In addition, in March 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients (Topic 606), which provides clarifying guidance in certain areas and adds some practical expedients. The effective date for this ASU is the same as the effective date for ASU 2014-09. We intend to implement the standard using the modified retrospective approach, which recognizes the cumulative effect (if any) of application recognized on that date. The Company is currently evaluating the impact of adoption of this guidance, including required disclosures, and based upon our current analysis, does not expect a significant impact on processes, systems or controls. The Company will continue to evaluate the impact of adoption of this guidance and its preliminary assessments are subject to change. 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 Accoun22
Summary Of Significant Accounting Policies (Policy) | 6 Months Ended |
Nov. 25, 2017 | |
Interim Financial Information | Interim Financial Information The financial information as of and for the three and six months ended November 25 , 2017 and November 26, 2016 is unaudited but includes all adjustments (consisting only of normal recurring adjustments) the Company considers necessary for a fair presentation of its financial position at such dates and the operating results and cash flows for those periods. The fiscal 201 7 year-end balance sheet data was derived from audited financial statements, and certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”) have been condensed or omitted pursuant to Securities and Exchange Commission (“SEC”) rules or regulations; however, the Company believes the disclosures made are adequate to make the information presented not misleading. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year. These condensed interim financial statements should be read in conjunction with the audited financial statements for the year ended May 2 7 , 201 7 , 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 , if any, reflected in the consolidated balance sheets for cash, cash equivalents and short-term investments approximate their 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 $2.9 million and $2.4 million for the three months ended November 25, 2017 and November 26, 2016 , respectively , and $5.5 million and $4.8 million for the six months ended November 25, 2017 and November 26, 2016 , 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 and the amount of compensation cost for future services the Company has not yet recognized. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price per common share over the period are anti-dilutive and are excluded from the calculation. The following table summarizes the calculation of net income per common share for the periods indicated (amounts in thousands, except per share amounts): Three Months Ended Six Months Ended November 25, November 26, November 25, November 26, 2017 2016 2017 2016 Net income $ 8,138 $ 5,692 $ 10,250 $ 11,330 Basic: Weighted average shares 30,173 35,716 29,991 35,992 Diluted: Weighted average shares 30,173 35,716 29,991 35,992 Potentially dilutive shares 406 532 328 541 Total dilutive shares 30,579 36,248 30,319 36,533 Net income per common share: Basic $ 0.27 $ 0.16 $ 0.34 $ 0.31 Dilutive $ 0.27 $ 0.16 $ 0.34 $ 0.31 Anti-dilutive shares not included above 5,268 5,263 5,225 4,922 |
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 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 2014 Performance Incentive Plan ( the “2014 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 9 — Stock-Based Compensation Plans for further information on the 2014 Plan and 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 Accoun23
Summary Of Significant Accounting Policies (Tables) | 6 Months Ended |
Nov. 25, 2017 | |
Calculation Of Net Income Per Share | Three Months Ended Six Months Ended November 25, November 26, November 25, November 26, 2017 2016 2017 2016 Net income $ 8,138 $ 5,692 $ 10,250 $ 11,330 Basic: Weighted average shares 30,173 35,716 29,991 35,992 Diluted: Weighted average shares 30,173 35,716 29,991 35,992 Potentially dilutive shares 406 532 328 541 Total dilutive shares 30,579 36,248 30,319 36,533 Net income per common share: Basic $ 0.27 $ 0.16 $ 0.34 $ 0.31 Dilutive $ 0.27 $ 0.16 $ 0.34 $ 0.31 Anti-dilutive shares not included above 5,268 5,263 5,225 4,922 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Nov. 25, 2017 | |
Summary Of Fair Value Of Consideration Transferred | Cash $ 4,274 Common stock - 226,628 shares $11.48 (closing price on acquisition date discounted for restriction on sale) 2,602 Estimated contingent consideration 6,514 Total $ 13,390 |
Summary Of Recognized Amounts Of Assets Acquired And Liabilities Assumed | Cash and cash equivalents $ 974 Accounts receivable 1,930 Prepaid expenses and other current assets 45 Intangible assets 5,321 Property and equipment, net 39 Other assets (57) Total identifiable assets 8,252 Accounts payable and accrued expenses 2,116 Accrued salaries and related obligations 16 Other current liabilities 83 Total liabilities assumed 2,215 Net identifiable assets acquired 6,037 Deferred tax liability (1,686) Goodwill 9,039 Net assets acquired $ 13,390 |
Intangible Assets And Goodwill
Intangible Assets And Goodwill (Tables) | 6 Months Ended |
Nov. 25, 2017 | |
Summary Of Intangible Assets And Related Accumulated Amortization | As November 25, 2017 Accumulated Gross Amortization Net Tradenames ( 10 years) $ 2,013 $ (50) $ 1,963 Customer contracts & relationships ( 3 years) 1,895 (158) 1,737 Consultant list ( 3 years) 781 (65) 716 Non-compete agreements ( 3 years) 592 (49) 543 Total $ 5,281 $ (322) $ 4,959 |
Summary Of Activity In Goodwill Balance | For the Six Months Ended November 25, November 26, 2017 2016 Goodwill, beginning of year $ 171,088 $ 171,183 Acquisitions (see Note 3) 9,039 - Impact of foreign currency exchange rate changes 1,081 (1,148) Goodwill, end of period $ 181,208 $ 170,035 |
Supplemental Disclosure Of Ca26
Supplemental Disclosure Of Cash Flow Information (Tables) | 6 Months Ended |
Nov. 25, 2017 | |
Schedule Of Additional Information Regarding Cash Flows | For the Six Months Ended November 25, November 26, 2017 2016 Income taxes paid $ 6,248 $ 12,499 Interest paid $ 712 $ - Non-cash investing and financing activities: Capitalized leasehold improvements paid directly by landlord $ - $ 485 Acquisition of taskforce: Issuance of common stock $ 2,602 $ - Liability for contingent consideration $ 6,514 $ - Dividends declared, not paid $ 3,663 $ 3,259 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 6 Months Ended |
Nov. 25, 2017 | |
Schedule Of Stock Option Activity | Number of Shares Under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at May 27, 2017 7,164 $ 15.08 5.56 $ 1,696 Granted, at fair market value 984 $ 15.80 Exercised (137) $ 12.12 Forfeited (96) $ 14.65 Expired (152) $ 20.14 Outstanding at November 25, 2017 7,763 $ 15.13 5.69 $ 11,789 Exercisable at November 25, 2017 5,301 $ 15.17 4.23 $ 9,446 Vested and expected to vest at November 25, 2017 7,341 $ 15.11 5.47 $ 11,585 |
Segment Information And Enter28
Segment Information And Enterprise Reporting (Tables) | 6 Months Ended |
Nov. 25, 2017 | |
Schedule Of Revenue From External Customers And Long-Lived Assets, By Geographical Areas | Revenue for the Revenue for the Three Months Ended Six Months Ended Long-Lived Assets (1) as of November 25, November 26, November 25, November 26, November 25, May 27, 2017 2016 2017 2016 2017 2017 United States $ 119,443 $ 117,645 $ 232,568 $ 233,285 $ 172,587 $ 173,781 The Netherlands 4,674 4,761 8,442 8,691 19,051 18,036 Other 32,621 25,152 56,914 48,971 16,855 2,625 Total $ 156,738 $ 147,558 $ 297,924 $ 290,947 $ 208,493 $ 194,442 (1) Long-lived assets are comprised of goodwill , intangible assets and property and equipment. |
Summary Of Significant Accoun29
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Nov. 25, 2017 | Nov. 26, 2016 | Nov. 25, 2017 | Nov. 26, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Reimbursements received from clients for "out-of-pocket" expenses | $ 2.9 | $ 2.4 | $ 5.5 | $ 4.8 |
Stock options vesting period | 4 years | |||
Stock Incentive Plan 2014 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Stock options vesting period | 4 years |
Summary Of Significant Accoun30
Summary Of Significant Accounting Policies (Calculation Of Net Income Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 25, 2017 | Nov. 26, 2016 | Nov. 25, 2017 | Nov. 26, 2016 | |
Net income | $ 8,138 | $ 5,692 | $ 10,250 | $ 11,330 |
Basic: | ||||
Weighted average shares | 30,173 | 35,716 | 29,991 | 35,992 |
Diluted: | ||||
Weighted average shares | 30,173 | 35,716 | 29,991 | 35,992 |
Potentially dilutive shares | 406 | 532 | 328 | 541 |
Total dilutive shares | 30,579 | 36,248 | 30,319 | 36,533 |
Net income per common share: | ||||
Basic (per share) | $ 0.27 | $ 0.16 | $ 0.34 | $ 0.31 |
Diluted (per share) | $ 0.27 | $ 0.16 | $ 0.34 | $ 0.31 |
Anti-dilutive shares not included above | 5,268 | 5,263 | 5,225 | 4,922 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) $ in Thousands, € in Millions | Aug. 31, 2017USD ($) | Aug. 31, 2017EUR (€) | Nov. 25, 2017USD ($) | Nov. 26, 2016USD ($) | Nov. 25, 2017USD ($) | Nov. 26, 2016USD ($) | Nov. 25, 2017EUR (€) | May 27, 2017USD ($) | May 28, 2016USD ($) |
Business Acquisition [Line Items] | |||||||||
Initial consideration | $ 6,900 | € 5.8 | |||||||
Goodwill | $ 181,208 | $ 170,035 | $ 181,208 | $ 170,035 | $ 171,088 | $ 171,183 | |||
Pre-tax income | 10,287 | $ 9,622 | $ 15,321 | $ 19,811 | |||||
Taskforce [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Discount rate | 11.00% | ||||||||
Contingent consideration liability | 6,500 | $ 6,500 | € 5.5 | ||||||
Contingent consideration liability, current | 2,400 | 2,400 | |||||||
Goodwill | 9,039 | ||||||||
Revenues | 3,700 | ||||||||
Pre-tax income | 300 | ||||||||
Transaction costs | $ 700 | $ 700 | |||||||
Taskforce [Member] | Contingent Consideration Due For Calendar Year 2017 [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration, factor by which EBITDA is multiplied to calculate consideration payable | 610.00% | 610.00% | 610.00% | ||||||
Contingent consideration, percentage payable to employees of the acquired business | 20.00% | 20.00% | 20.00% | ||||||
Taskforce [Member] | Contingent Consideration Due For Calendar Years 2018 And 2019 [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration, factor by which EBITDA is multiplied to calculate consideration payable | 610.00% | 610.00% | 610.00% | ||||||
Contingent consideration, percentage payable to employees of the acquired business | 15.00% | 15.00% | 15.00% | ||||||
Customer Relationships [Member] | Taskforce [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets acquired | 1,900 | ||||||||
Useful life | 3 years | ||||||||
Tradenames [Member] | Taskforce [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets acquired | 2,000 | ||||||||
Useful life | 10 years | ||||||||
Database Of Consultants [Member] | Taskforce [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets acquired | 800 | ||||||||
Useful life | 3 years | ||||||||
Non-compete Agreements [Member] | Taskforce [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets acquired | $ 600 | ||||||||
Useful life | 3 years |
Acquisitions (Summary Of Fair V
Acquisitions (Summary Of Fair Value Of Consideration Transferred) (Details) - Taskforce [Member] $ / shares in Units, $ in Thousands | Aug. 31, 2017USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Cash | $ 4,274 |
Common stock - 226,628 shares @ $11.48 (closing price on acquisition date discounted) | 2,602 |
Estimated contingent consideration | 6,514 |
Total | $ 13,390 |
Shares issued in acquisition | shares | 226,628 |
Share price | $ / shares | $ 11.48 |
Acquisitions (Summary Of Recogn
Acquisitions (Summary Of Recognized Amounts Of Assets Acquired And Liabilities Assumed) (Details) - USD ($) $ in Thousands | Nov. 25, 2017 | Aug. 31, 2017 | May 27, 2017 | Nov. 26, 2016 | May 28, 2016 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 181,208 | $ 171,088 | $ 170,035 | $ 171,183 | |
Taskforce [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 974 | ||||
Accounts receivable | 1,930 | ||||
Prepaid expenses and other current assets | 45 | ||||
Intangible assets | 5,321 | ||||
Property and equipment, net | 39 | ||||
Other assets | (57) | ||||
Total identifiable assets | 8,252 | ||||
Accounts payable and accrued expenses | 2,116 | ||||
Accrued salaries and related obligations | 16 | ||||
Other current liabilities | 83 | ||||
Total liabilities assumed | 2,215 | ||||
Net identifiable assets acquired | 6,037 | ||||
Deferred tax liability | (1,686) | ||||
Goodwill | 9,039 | ||||
Net assets acquired | $ 13,390 |
Intangible Assets And Goodwil34
Intangible Assets And Goodwill (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Nov. 25, 2017 | Nov. 25, 2017 | May 27, 2017 | |
Intangible assets, net | $ 4,959,000 | $ 4,959,000 | $ 0 |
Amortization expense | 322,000 | 322,000 | |
Estimated amortization expense for year ending May 26, 2018 | 1,000,000 | 1,000,000 | |
Expected amortization expense for year ending May 25, 2019 | 1,300,000 | 1,300,000 | |
Expected amortization expense for year ending May 30, 2020 | 1,300,000 | 1,300,000 | |
Expected amortization expense for year ending May 29, 2021 | 500,000 | 500,000 | |
Estimated amortization expense for year ending May 28, 2022 | $ 200,000 | $ 200,000 |
Intangible Assets And Goodwil35
Intangible Assets And Goodwill (Summary Of Intangible Assets And Related Accumulated Amortization) (Details) - USD ($) | 6 Months Ended | |
Nov. 25, 2017 | May 27, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 5,281,000 | |
Accumulated Amortization | (322,000) | |
Net | $ 4,959,000 | $ 0 |
Customer Contracts And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated lives | 3 years | |
Gross | $ 1,895,000 | |
Accumulated Amortization | (158,000) | |
Net | $ 1,737,000 | |
Non-compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated lives | 3 years | |
Gross | $ 592,000 | |
Accumulated Amortization | (49,000) | |
Net | $ 543,000 | |
Tradenames [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated lives | 10 years | |
Gross | $ 2,013,000 | |
Accumulated Amortization | (50,000) | |
Net | $ 1,963,000 | |
Consultant List [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated lives | 3 years | |
Gross | $ 781,000 | |
Accumulated Amortization | (65,000) | |
Net | $ 716,000 |
Intangible Assets And Goodwil36
Intangible Assets And Goodwill (Summary Of Activity In Goodwill Balance) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Nov. 25, 2017 | Nov. 26, 2016 | |
Goodwill, beginning of year | $ 171,088 | $ 171,183 |
Acquisitions (see Note 3) | 9,039 | |
Impact of foreign currency exchange rate changes | 1,081 | (1,148) |
Goodwill, end of period | $ 181,208 | $ 170,035 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 25, 2017 | Nov. 26, 2016 | Nov. 25, 2017 | Nov. 26, 2016 | |
Provision for income taxes | $ 2,149 | $ 3,930 | $ 5,071 | $ 8,481 |
Effective tax rate | 21.00% | 41.00% | 33.00% | 43.00% |
Tax benefit related to stock-based compensation | $ 200 | $ 500 | $ 600 | $ 1,000 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) $ in Millions | 6 Months Ended |
Nov. 25, 2017USD ($) | |
Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Credit facility, maximum borrowing capacity | $ 120 |
Credit facility, expiration date | Oct. 17, 2021 |
Credit facility, outstanding balance | $ 48 |
Credit facility, remaining borrowing capacity | $ 41 |
Credit Facility [Member] | Federal Funds Rate [Member] | |
Debt Instrument [Line Items] | |
Interest spread on variable rate | 0.50% |
Credit Facility [Member] | Eurodollar Rate [Member] | |
Debt Instrument [Line Items] | |
Interest spread on variable rate | 1.00% |
Credit Facility [Member] | Revolving Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Credit facility, maximum borrowing capacity | $ 90 |
Credit Facility [Member] | Reducing Revolving Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Credit facility, maximum borrowing capacity | 30 |
Credit facility, remaining borrowing capacity | 30 |
Credit Facility [Member] | Letter of Credit [Member] | |
Debt Instrument [Line Items] | |
Credit facility, maximum borrowing capacity | 5 |
Credit facility, outstanding balance | $ 1 |
Credit Facility [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Credit facility, commitment fee | 0.15% |
Credit Facility [Member] | Minimum [Member] | LIBOR [Member] | |
Debt Instrument [Line Items] | |
Interest spread on variable rate | 1.25% |
Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Interest spread on variable rate | 0.25% |
Credit Facility [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Credit facility, commitment fee | 0.25% |
Credit Facility [Member] | Maximum [Member] | LIBOR [Member] | |
Debt Instrument [Line Items] | |
Interest spread on variable rate | 1.50% |
Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Interest spread on variable rate | 0.50% |
Credit Facility Tranche One [Member] | |
Debt Instrument [Line Items] | |
Credit facility, outstanding balance | $ 24 |
Credit Facility Tranche One [Member] | LIBOR [Member] | |
Debt Instrument [Line Items] | |
Interest spread on variable rate | 1.50% |
Credit facility, effective interest rate | 2.90% |
Credit Facility Tranche Two [Member] | |
Debt Instrument [Line Items] | |
Credit facility, outstanding balance | $ 24 |
Credit Facility Tranche Two [Member] | LIBOR [Member] | |
Debt Instrument [Line Items] | |
Interest spread on variable rate | 1.50% |
Credit facility, effective interest rate | 2.80% |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Nov. 25, 2017 | Jul. 31, 2015 | |
Stockholders' Equity Disclosure [Line Items] | ||
Purchase of common stock (in shares) | 0 | |
July 2015 Program [Member] | ||
Stockholders' Equity Disclosure [Line Items] | ||
Amount authorized under a stock repurchase program | $ 150 | |
Stock repurchase plan, remaining amount | $ 125.1 |
Supplemental Disclosure Of Ca40
Supplemental Disclosure Of Cash Flow Information (Schedule Of Additional Information Regarding Cash Flows) (Details) - USD ($) shares in Thousands, $ in Thousands | 6 Months Ended | |
Nov. 25, 2017 | Nov. 26, 2016 | |
Income taxes paid | $ 6,248 | $ 12,499 |
Interest paid | $ 712 | |
Capitalized leasehold improvements paid directly by landlord | 485 | |
Acquisition of taskforce, issunace of common stock | 2,602 | |
Acquisition of taskforce, liability for contingent consideration | $ 6,514 | |
Dividends declared, not paid | $ 3,663 | $ 3,259 |
Stock-Based Compensation Plan41
Stock-Based Compensation Plans (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Nov. 25, 2017 | Nov. 26, 2016 | Nov. 25, 2017 | Nov. 26, 2016 | May 27, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant | 1,831,000 | 1,831,000 | |||
Stock options vesting period | 4 years | ||||
Stock options exercise, intrinsic value | $ 400,000 | $ 200,000 | $ 500,000 | $ 500,000 | |
Unrecognized compensation cost related to stock-based compensation | 8,500,000 | $ 8,500,000 | |||
Weighted-average period of cost to be recognized | 35 months | ||||
Stock-based compensation expense | 1,500,000 | 1,900,000 | $ 3,062,000 | 3,150,000 | |
Capitalized share based compensation costs | 0 | 0 | |||
Share based compensation expense for restricted shares | $ 300,000 | $ 200,000 | $ 600,000 | $ 300,000 | |
Restricted stock, shares granted | 79,810 | 16,733 | 79,810 | 16,733 | |
Unvested restricted shares | 260,625 | 260,625 | |||
Total unrecognized compensation cost | $ 3,300,000 | $ 3,300,000 | |||
Stock Incentive Plan 2014 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares of common stock made available for awards | 2,400,000 | 2,400,000 | |||
Stock options vesting period | 4 years | ||||
Stock options termination period | 10 years | ||||
Stock split conversion ratio | 2.5 | ||||
Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares of common stock made available for awards | 5,900,000 | 5,900,000 | |||
Shares available for grant | 724,000 | 724,000 | |||
Percentage of exercise price per share out of fair market value | 85.00% | ||||
Common stock issued | 194,000 | 359,000 |
Stock-Based Compensation Plan42
Stock-Based Compensation Plans (Schedule Of Stock Option Activity) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Nov. 25, 2017 | May 27, 2017 | |
Options outstanding, Beginning balance, Number of Shares Under Option | 7,164 | |
Granted, at fair market value, Number of Shares Under Option | 984 | |
Exercised, Number of Shares Under Option | (137) | |
Forfeited, Number of Shares Under Option | (96) | |
Expired, Number of Shares Under Option | (152) | |
Options outstanding, Ending balance, Number of Shares Under Option | 7,763 | 7,164 |
Exercisable at November 25, 2017, Number of Shares Under Option | 5,301 | |
Vested and expected to vest at November 25, 2017, Number of Shares Under Option | 7,341 | |
Options outstanding, Beginning balance, Weighted Average Exercise Price (per share) | $ 15.08 | |
Granted, at fair market value, Weighted Average Exercise Price (per share) | 15.80 | |
Exercised, Weighted Average Exercise Price (per share) | 12.12 | |
Forfeited, Weighted Average Exercise Price (per share) | 14.65 | |
Expired, Weighted Average Exercise Price (per share) | 20.14 | |
Options outstanding, Ending balance, Weighted Average Exercise Price (per share) | 15.13 | $ 15.08 |
Exercisable at November 25, 2017, Weighted Average Exercise Price (per share) | 15.17 | |
Vested and expected to vest at November 25, 2017, Weighted Average Exercise Price (per share) | $ 15.11 | |
Options outstanding, Weighted Average Remaining Contractual Life (in years) | 5 years 8 months 9 days | 5 years 6 months 22 days |
Exercisable at November 25, 2017, Weighted Average Remaining Contractual Life (in years) | 4 years 2 months 23 days | |
Vested and expected to vest at November 25, 2017, Weighted Average Remaining Contractual Life (in years) | 5 years 5 months 19 days | |
Options outstanding, Ending balance, Aggregate Intrinsic Value | $ 11,789 | $ 1,696 |
Exercisable at November 25, 2017, Aggregate Intrinsic Value | 9,446 | |
Vested and expected to vest at November 25, 2017, Aggregate Intrinsic Value | $ 11,585 |
Segment Information And Enter43
Segment Information And Enterprise Reporting (Narrative) (Details) | 6 Months Ended |
Nov. 25, 2017segment | |
Number of operating segments | 1 |
Segment Information And Enter44
Segment Information And Enterprise Reporting (Schedule Of Revenue From External Customers And Long-Lived Assets, By Geographical Areas) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Nov. 25, 2017 | Nov. 26, 2016 | Nov. 25, 2017 | Nov. 26, 2016 | May 27, 2017 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | $ 156,738 | $ 147,558 | $ 297,924 | $ 290,947 | ||
Long-Lived Assets | [1] | 208,493 | 208,493 | $ 194,442 | ||
United States [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | 119,443 | 117,645 | 232,568 | 233,285 | ||
Long-Lived Assets | [1] | 172,587 | 172,587 | 173,781 | ||
The Netherlands [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | 4,674 | 4,761 | 8,442 | 8,691 | ||
Long-Lived Assets | [1] | 19,051 | 19,051 | 18,036 | ||
Other [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue | 32,621 | $ 25,152 | 56,914 | $ 48,971 | ||
Long-Lived Assets | [1] | $ 16,855 | $ 16,855 | $ 2,625 | ||
[1] | Long-lived assets are comprised of goodwill, intangible assets and property and equipment. |
Subsequent Event (Narrative) (D
Subsequent Event (Narrative) (Details) - Subsequent Event [Member] - Accretive [Member] $ in Millions | Dec. 04, 2017USD ($)shares |
Subsequent Event [Line Items] | |
Consideration paid | $ | $ 19.4 |
Shares issued in acquisition | shares | 1,150,000 |
Stock restriction period | 4 years |