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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) September 27, 2006
RESOURCES CONNECTION, INC.
Delaware 0-32113 33-0832424
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
695 Town Center Drive, Suite 600, Costa Mesa, California 92626
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 430-6400
Not applicable
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(Former name or former address, if changed since last report.)
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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On September 27, 2006, Resources Connection, Inc. (the "Company") issued a press
release announcing its results of operations for the quarter ended August 31,
2006 (the first quarter of the Company's fiscal 2007). 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.
(d) Exhibits
EXHIBIT NO. DESCRIPTION
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Exhibit 99.1 Press Release issued September 27, 2006
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.
RESOURCES CONNECTION, INC.
Date: September 27, 2006
By: /s/ Donald B. Murray
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Donald B. Murray
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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Exhibit 99.1 Press Release issued September 27, 2006