UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported) December
20, 2007
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RESOURCES
CONNECTION, INC.
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Delaware
(State
or other jurisdiction
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0-32113
(Commission
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33-0832424
(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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17101
Armstrong Avenue, Irvine, CA
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92614
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (714)
430-6400
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Not
applicable
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(Former
name or former address, if changed since last
report.)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
2.02 Results of Operations and Financial Condition.
On
December, 20, 2007, Resources Connection, Inc. (the “Company”)
issued
a press release announcing its results of operations for the quarter and six
months ended November 30, 2007
(the
second quarter of the Company’s fiscal 2008). A copy of the
press
release
issued
by the Company
is
attached as Exhibit 99.1 to this report and is incorporated by reference into
this item.
Within
the attached
press
release, the Company makes reference to certain non-generally accepted
accounting principles (“non-GAAP”) financial measures, including “non-GAAP
operating income”, “non-GAAP net income” and “non-GAAP net income per diluted
share” which have directly comparable generally accepted accounting principles
(“GAAP”) financial measures. The Company believes that these
non-GAAP
measures
represent important internal measures of performance. Accordingly, where these
non-GAAP measures are provided, it is done so that investors have the same
financial data that management uses with the belief that such information will
assist the investment community in assessing the underlying performance of
the
Company on a year over year and sequential basis. Whenever such information
is
presented, the Company has complied with the provisions of the rules under
Regulation G and Item 2.02 of Form 8-K. In addition to the reasons described
above, specific reasons the Company’s management believes that the presentation
of certain non-GAAP financial measures provides useful information to investors
regarding the Company’s financial condition, results of operations and cash
flows are as follows:
The
non-GAAP measures presented
in the attached press release
are not
in accordance with, or an alternative for, GAAP and may be different from
non-GAAP measures used by other companies. In addition, these non-GAAP measures
and the Non-GAAP Income Statement are not based on any comprehensive set of
accounting rules or principles. The Company
believes
that non-GAAP measures have limitations in that they do not reflect all of
the
amounts associated with the Company’s
results of operations as determined in accordance with GAAP and that these
measures should only be used to evaluate the Company’s
results of operations in conjunction with the corresponding GAAP
measures.
The
Company
believes
that the presentation of non-GAAP operating income, non-GAAP net income,
non-GAAP diluted net income per share and non-GAAP shares used in net income
per
share calculation, when shown in conjunction with the corresponding GAAP
measures, provides useful information to investors and management regarding
financial and business trends relating to its financial condition and results
of
operations.
For
its
internal budgeting process, the Company’s
management uses financial statements that do not include stock-based
compensation expense relating
to employee stock option grants
and employee stock purchases, and
the
income tax effects thereof.
The
Company’s
management also uses the foregoing non-GAAP measures, in addition to the
corresponding GAAP measures, in reviewing the financial results of the
Company.
As
described above, the Company
excludes
the following items from one or more of its non-GAAP measures:
Stock-based
compensation.
These
expenses (which
comprise a portion of the selling, general, and administrative expenses line
item in the Income Statement) consist
of expenses for employee stock options and employee stock purchases under
SFAS 123(R).
The Company
excludes
stock-based compensation expenses from its non-GAAP measures primarily because
they are non-cash expenses that the Company
does not
believe are reflective of ongoing operating results. Further, as the
Company
applies
SFAS 123(R), it believes that it is useful to investors to understand the impact
of the application of SFAS 123(R) to its results of operations.
The
Company will incur stock-based compensation expense related to employee stock
options and employee stock purchases in future periods.
Provision
for income taxes.
Excluding the income tax effect of the non-GAAP pre-tax adjustments from
provision for income taxes assists investors in understanding the tax provision
associated with those adjustments. Further, because the Company
has
historically issued incentive stock options, the impact of implementing SFAS
123(R) can result in a tax provision considerably different than the tax
provision calculated before stock based compensation, and the Company
believes
it is useful for investors to understand this impact.
Selling,
general and administrative expenses before stock-based compensation, operating
income before amortization and depreciation and stock-based
compensation, operating income before stock-based compensation, income before
provision for income taxes and stock-based compensation, provision for incomes
taxes before stock-based compensation and net income before stock-based
compensation and diluted earnings per share (before
stock-based compensation) are
presented as supplemental disclosures in order to provide comparable information
versus prior year and prior quarter measures of operating performance. These
measures are also the primary measures of performance used by management to
evaluate the Company’s financial performance and the compensation committee of
the board of directors to assess portions of management’s
performance.
The
information in this current report on Form 8-K, including Exhibit 99.1 hereto,
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and shall not be incorporated by reference
into any registration statement or other document pursuant to the Securities
Act
of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
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Exhibit
99.1
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Press Release issued December 20,
2007 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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RESOURCES
CONNECTION, INC.
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Date:
December 20, 2007
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By:
/s/ Donald B. Murray
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Donald
B. Murray
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit
99.1
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Press Release issued December 20,
2007 |