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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________________________________________________________________________
FORM 10-Q
____________________________________________________________________________________________
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 22, 2025
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to______
Commission File Number: 0-32113
____________________________________________________________________________________________
RESOURCES CONNECTION, INC.
(Exact Name of Registrant as Specified in Its Charter)
____________________________________________________________________________________________

Delaware | 33-0832424
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.)

15950 North Dallas Parkway, Suite 330, Dallas, Texas 75248
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 777-0600
____________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class | Trading Symbol(s) | Name of Exchange on Which Registered
Common stock, par value $0.01 per share | RGP | The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | o |  | Accelerated filer | x |
Non-accelerated filer | o |  | Smaller reporting company | o |
|  |  | Emerging growth company | o |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of March 26, 2025, 33,069,276 shares of the registrant’s common stock, $0.01 par value per share, were outstanding.

1

Table of Contents
RESOURCES CONNECTION, INC.
INDEX

|  | Page
PART I—FINANCIAL INFORMATION |
ITEM 1. | Consolidated Financial Statements (Unaudited) | 3
| Consolidated Balance Sheets as of February 22, 202 5 and May 25, 2024 | 3
| Consolidated Statements of Operations for the Three and Nine Months Ended February 22, 2025 and February 24, 2024 | 4
| Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended February 22, 2025 and February 24, 2024 | 5
| Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended February 22, 2025 and February 24, 2024 | 6
| Consolidated Statements of Cash Flows for the Nine Months Ended February 22, 2025 and February 24, 2024 | 8
| Notes to Consolidated Financial Statements | 9
ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28
ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 43
ITEM 4. | Controls and Procedures | 44
PART II—OTHER INFORMATION |
ITEM 1A. | Risk Factors | 46
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 46
ITEM 5. | Other Information | 46
ITEM 6. | Exhibits | 47
| Signatures | 48

2

Table of Contents
PART I—FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.
RESOURCES CONNECTION, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value per share)

| February 22, 2025 |  | May 25, 2024
| (Unaudited) |  |
ASSETS |  |  |
Current assets: |  |  |
Cash and cash equivalents | $ | 72,495 |  | $ | 108,892
Trade accounts receivable, net of allowances of $2,941 and $2,755 as of February 22, 2025 and May 25, 2024, respectively | 101,137 |  | 108,515
Prepaid expenses and other current assets | 12,889 |  | 6,888
Assets held for sale | – |  | 8,909
Income taxes receivable | 8,672 |  | 7,551
Total current assets | 195,193 |  | 240,755
Goodwill | 97,588 |  | 216,579
Intangible assets, net | 20,832 |  | 9,573
Property and equipment, net | 4,607 |  | 3,763
Operating lease right-of-use assets | 23,359 |  | 11,899
Deferred tax assets | 16,393 |  | 11,312
Other non-current assets | 17,653 |  | 17,033
Total assets | $ | 375,625 |  | $ | 510,914
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |
Current liabilities: |  |  |
Accounts payable and other accrued expenses | $ | 13,203 |  | $ | 15,223
Accrued salaries and related obligations | 45,742 |  | 41,999
Operating lease liabilities, current | 5,294 |  | 4,735
Other current liabilities | 9,974 |  | 10,476
Total current liabilities | 74,213 |  | 72,433
Long-term debt | – |  | –
Operating lease liabilities, non-current | 21,259 |  | 8,586
Deferred tax liabilities | 100 |  | 8,680
Other non-current liabilities | 2,227 |  | 2,452
Total liabilities | 97,799 |  | 92,151
Commitments and contingencies (see Note 13) |  |  |
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; 37,021 and 36,194 shares issued, and 33,069 and 33,556 shares outstanding as of February 22, 2025 and May 25, 2024, respectively | 370 |  | 363
Additional paid-in capital | 398,553 |  | 389,720
Accumulated other comprehensive loss | (21,160) |  |  | (17,713) |
(Accumulated deficit) retained earnings | (45,891) |  | 88,595
Treasury stock at cost, 3,952 and 2,638 shares as of February 22, 2025 and May 25, 2024, respectively | (54,046) |  |  | (42,202) |
Total stockholders’ equity | 277,826 |  | 418,763
Total liabilities and stockholders’ equity | $ | 375,625 |  | $ | 510,914

The accompanying notes are an integral part of these consolidated financial statements.
3

Table of Contents
RESOURCES CONNECTION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

| Three Months Ended |  | Nine Months Ended |  |
| February 22, 2025 |  | February 24, 2024 |  | February 22, 2025 |  | February 24, 2024 |  |  |  |
Revenue | $ | 129,438 |  |  | $ | 151,307 |  |  | $ | 411,991 |  |  | $ | 484,603 |  |  |  |  |
Direct cost of services | 84,064 |  |  | 95,299 |  |  | 260,544 |  |  | 298,118 |  |  |  |  |
Gross profit | 45,374 |  |  | 56,008 |  |  | 151,447 |  |  | 186,485 |  |  |  |  |
Selling, general and administrative expenses | 51,189 |  |  | 49,589 |  |  | 151,404 |  |  | 162,514 |  |  |  |  |
Goodwill impairment | 42,039 |  |  | – |  | 125,376 |  |  | – |  |  |  |
Amortization expense | 1,407 |  |  | 1,413 |  |  | 4,461 |  |  | 4,048 |  |  |  |  |
Depreciation expense | 464 |  |  | 745 |  |  | 1,466 |  |  | 2,432 |  |  |  |  |
(Loss) income from operations | (49,725) |  |  | 4,261 |  |  | (131,260) |  |  | 17,491 |  |  |  |  |
Interest income, net | (106) |  |  | (225) |  |  | (469) |  |  | (830) |  |  |  |  |
Other expense (income) | 22 |  |  | (1) |  |  | (50) |  |  | (6) |  |  |  |  |
(Loss) income before income tax (benefit) expense | (49,641) |  |  | 4,487 |  |  | (130,741) |  |  | 18,327 |  |  |  |  |
Income tax (benefit) expense | (5,589) |  |  | 1,937 |  |  | (12,267) |  |  | 7,765 |  |  |  |  |
Net (loss) income | $ | (44,052) |  |  | $ | 2,550 |  |  | $ | (118,474) |  |  | $ | 10,562 |  |  |  |  |
Net (loss) income per common share: |  |  |  |  |  |  |  |  |  |  |
Basic | $ | (1.34) |  | $ | 0.08 |  | $ | (3.58) |  | $ | 0.32 |  |  |  |
Diluted | $ | (1.34) |  | $ | 0.08 |  | $ | (3.58) |  | $ | 0.31 |  |  |  |
Weighted-average number of common and common equivalent shares outstanding: |  |  |  |  |  |  |  |  |  |  |
Basic | 32,938 |  | 33,463 |  | 33,130 |  | 33,428 |  |  |  |
Diluted | 32,938 |  | 33,759 |  | 33,130 |  | 33,906 |  |  |  |
Cash dividends declared per common share | $ | 0.14 |  | $ | 0.14 |  | $ | 0.42 |  | $ | 0.42 |  |  |  |

The accompanying notes are an integral part of these consolidated financial statements.
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RESOURCES CONNECTION, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In thousands)
(Unaudited)

| Three Months Ended |  | Nine Months Ended |  |
| February 22, 2025 |  | February 24, 2024 |  | February 22, 2025 |  | February 24, 2024 |  |  |  |
Net (loss) income | $ | (44,052) |  |  | $ | 2,550 |  | $ | (118,474) |  | $ | 10,562 |  |  |  |
Foreign currency translation adjustment gain (loss), net of tax | 16 |  |  | (678) |  | (3,447) |  |  | 79 |  |  |  |
Total comprehensive (loss) income | $ | (44,036) |  |  | $ | 1,872 |  | $ | (121,921) |  | $ | 10,641 |  |  |  |

The accompanying notes are an integral part of these consolidated financial statements.
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RESOURCES CONNECTION, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share amounts)
(Unaudited)

| For the Three Months Ended February 22, 2025
| Common Stock |  | Additional Paid-in Capital |  | Treasury Stock |  | Accumulated Other Comprehensive Loss |  | Retained Earnings (Accumulated Deficit) |  | Total Stockholders Equity
| Shares |  | Amount |  |  | Shares |  | Amount |  |  |
Balances at November 23, 2024 | 36,757 |  | $ | 368 |  |  | $ | 394,544 |  |  | 3,666 |  | $ | (52,204) |  |  | $ | (21,176) |  |  | $ | 4,145 |  |  | $ | 325,677 |
Stock-based compensation expense | - |  | - |  |  | 1,960 |  |  | - |  | - |  |  | - |  |  | - |  |  | 1,960 |
Issuance of common stock purchased under Employee Stock Purchase Plan | 264 |  | 2 |  |  | 1,902 |  |  | - |  | - |  |  | - |  |  | - |  |  | 1,904 |
Issuance of restricted stock | - |  | - |  |  | - |  |  | (69) |  | 1,170 |  |  | - |  |  | (1,170) |  |  | - |
Issuance of common stock upon vesting of equity awards, net of shares withheld to cover taxes | - |  | - |  |  | (36) |  |  | - |  | - |  |  | - |  |  | - |  |  | (36) |
Cash dividends declared ($0.14 per share) | - |  | - |  |  | - |  |  | - |  | - |  |  | - |  |  | (4,631) |  |  | (4,631) |
Dividend equivalents on equity awards | - |  | - |  |  | 183 |  |  | - |  | - |  |  | - |  |  | (183) |  |  | - |
Repurchase of common stock | - |  | - |  |  | - |  |  | 355 |  | (3,012) |  |  |  |  | - |  |  | (3,012) |
Currency translation adjustment | - |  | - |  |  | - |  |  | - |  | - |  |  | 16 |  |  | - |  |  | 16 |
Net loss for the three months ended February 22, 2025 | - |  | - |  |  | - |  |  | - |  | - |  |  | - |  |  | (44,052) |  |  | (44,052) |
Balances at February 22, 2025 | 37,021 |  | $ | 370 |  |  | $ | 398,553 |  |  | 3,952 |  | $ | (54,046) |  |  | $ | (21,160) |  |  | $ | (45,891) |  |  | $ | 277,826 |

| For the Nine Months Ended February 22, 2025
| Common Stock |  | Additional Paid-in Capital |  | Treasury Stock |  | Accumulated Other Comprehensive Loss |  | Retained Earnings (Accumulated Deficit) |  | Total Stockholders Equity
| Shares |  | Amount |  |  | Shares |  | Amount |  |  |
Balances at May 25, 2024 | 36,194 |  | $ | 363 |  |  | $ | 389,720 |  |  | 2,638 |  | $ | (42,202) |  |  | $ | (17,713) |  |  | $ | 88,595 |  |  | $ | 418,763 |
Stock-based compensation expense | - |  | - |  |  | 5,657 |  |  | - |  | - |  |  | - |  |  | - |  |  | 5,657 |
Issuance of common stock purchased under Employee Stock Purchase Plan | 493 |  | 4 |  |  | 3,910 |  |  | - |  | - |  |  | - |  |  | - |  |  | 3,914 |
Issuance of restricted stock | 80 |  | 1 |  |  | (1) |  |  | (69) |  | 1,170 |  |  | - |  |  | (1,170) |  |  | - |
Issuance of common stock upon vesting of equity awards, net of shares withheld to cover taxes | 254 |  | 2 |  |  | (1,624) |  |  | - |  | - |  |  | - |  |  | - |  |  | (1,622) |
Cash dividends declared ($0.42 per share) | - |  | - |  |  | - |  |  | - |  | - |  |  | - |  |  | (13,951) |  |  | (13,951) |
Dividend equivalents on equity awards | - |  | - |  |  | 891 |  |  | - |  | - |  |  | - |  |  | (891) |  |  | - |
Repurchase of common stock | - |  | - |  |  | - |  |  | 1,383 |  | (13,014) |  |  |  |  | - |  |  | (13,014) |
Currency translation adjustment | - |  | - |  |  | - |  |  | - |  | - |  |  | (3,447) |  |  | - |  |  | (3,447) |
Net loss for the nine months ended February 22, 2025 | - |  | - |  |  | - |  |  | - |  |  |  | - |  |  | (118,474) |  |  | (118,474) |
Balances at February 22, 2025 | 37,021 |  | $ | 370 |  |  | $ | 398,553 |  |  | 3,952 |  | $ | (54,046) |  |  | $ | (21,160) |  |  | $ | (45,891) |  |  | $ | 277,826 |

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| For the Three Months Ended February 24, 2024
| Common Stock |  | Additional Paid-in Capital |  | Treasury Stock |  | Accumulated Other Comprehensive Loss |  | Retained Earnings |  | Total Stockholders Equity
| Shares |  | Amount |  |  | Shares |  | Amount |  |  |
Balances at November 25, 2023 | 35,929 |  | $ | 360 |  |  | $ | 383,662 |  |  | 2,422 |  | $ | (39,811) |  |  | $ | (16,533) |  |  | $ | 85,926 |  |  | $ | 413,604 |
Exercise of stock options | 6 |  | - |  |  | 68 |  |  | - |  | - |  |  | - |  |  | - |  |  | 68 |
Stock-based compensation expense | - |  | - |  |  | 1,177 |  |  | - |  | - |  |  | - |  |  | - |  |  | 1,177 |
Issuance of common stock purchased under Employee Stock Purchase Plan | 258 |  | 3 |  |  | 2,874 |  |  | - |  | - |  |  | - |  |  | - |  |  | 2,877 |
Issuance of restricted stock | - |  | - |  |  | - |  |  | (36) |  |  | 609 |  |  | - |  |  | (609) |  |  | - |
Issuance of common stock upon vesting of equity awards, net of shares withheld to cover taxes | 1 |  | - |  |  | (6) |  |  | - |  | - |  |  | - |  |  | - |  |  | (6) |
Cash dividends declared ($0.14 per share) | - |  | - |  |  | - |  |  | - |  | - |  |  | - |  |  | (4,732) |  |  | (4,732) |
Dividend equivalents on equity awards | - |  | - |  |  | 158 |  |  | - |  | - |  |  | - |  |  | (158) |  |  | - |
Repurchase of common stock | - |  | - |  |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | - |
Currency translation adjustment | - |  | - |  |  | - |  |  | - |  | - |  |  | (678) |  |  | - |  |  | (678) |
Net income for the three months ended February 24, 2024 | - |  | - |  |  | - |  |  | - |  | - |  |  | - |  |  | 2,550 |  |  | 2,550 |
Balances at February 24, 2024 | 36,194 |  | $ | 363 |  |  | $ | 387,933 |  |  | 2,386 |  | $ | (39,202) |  |  | $ | (17,211) |  |  | $ | 82,977 |  |  | $ | 414,860 |

| For the Nine Months Ended February 24, 2024
| Common Stock |  | Additional Paid-in Capital |  | Treasury Stock |  | Accumulated Other Comprehensive Loss |  | Retained Earnings |  | Total Stockholders Equity
| Shares |  | Amount |  |  | Shares |  | Amount |  |  |
Balances at May 27, 2023 | 35,545 |  | $ | 355 |  |  | $ | 378,657 |  |  | 2,070 |  | $ | (34,850) |  |  | $ | (17,290) |  |  | $ | 87,648 |  |  | $ | 414,520 |
Exercise of stock options | 32 |  | 1 |  |  | 451 |  |  | - |  | - |  |  | - |  |  | - |  |  | 452 |
Stock-based compensation expense | - |  | - |  |  | 4,075 |  |  | - |  | - |  |  | - |  |  | - |  |  | 4,075 |
Issuance of common stock purchased under Employee Stock Purchase Plan | 456 |  | 5 |  |  | 5,646 |  |  | - |  | - |  |  | - |  |  | - |  |  | 5,651 |
Issuance of restricted stock | 75 |  | 1 |  |  | (1) |  |  | (38) |  |  | 648 |  |  | - |  |  | (648) |  |  | - |
Issuance of common stock upon vesting of equity awards, net of shares withheld to cover taxes | 86 |  | 1 |  |  | (1,336) |  |  | - |  | - |  |  | - |  |  | - |  |  | (1,335) |
Cash dividends declared ($0.42 per share) | - |  | - |  |  | - |  |  | - |  | - |  |  | - |  |  | (14,144) |  |  | (14,144) |
Dividend equivalents on equity awards | - |  | - |  |  | 441 |  |  | - |  | - |  |  | - |  |  | (441) |  |  | - |
Repurchase of common stock | - |  | - |  |  | - |  |  | 354 |  | (5,000) |  |  |  |  | - |  |  | (5,000) |
Currency translation adjustment | - |  | - |  |  | - |  |  | - |  | - |  |  | 79 |  |  | - |  |  | 79 |
Net income for the nine months ended February 24, 2024 | - |  | - |  |  | - |  |  | - |  | - |  |  | - |  |  | 10,562 |  |  | 10,562 |
Balances at February 24, 2024 | 36,194 |  | $ | 363 |  |  | $ | 387,933 |  |  | 2,386 |  | $ | (39,202) |  |  | $ | (17,211) |  |  | $ | 82,977 |  |  | $ | 414,860 |

The accompanying notes are an integral part of these consolidated financial statements.
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RESOURCES CONNECTION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

| Nine Months Ended
| February 22, 2025 |  | February 24, 2024
Cash flows from operating activities: |  |  |
Net (loss) income | $ | (118,474) |  |  | $ | 10,562 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: |  |  |
Depreciation and amortization expense | 6,536 |  |  | 6,480 |
Stock-based compensation expense | 5,417 |  |  | 4,249 |
Goodwill impairment | 125,376 |  |  | — |
(Gain) loss on sale of assets | (3,230) |  |  | 333 |
Adjustment to allowances | 944 |  |  | 128 |
Deferred income taxes | (14,114) |  |  | 1,282 |
Other, net | 133 |  |  | 474 |
Changes in operating assets and liabilities, net of acquisition: |  |  |
Trade accounts receivable | 7,420 |  |  | 26,104 |
Prepaid expenses and other current assets | (5,795) |  |  | (2,298) |
Income taxes | (1,553) |  |  | (3,577) |
Other assets | (1,309) |  |  | (8,147) |
Accounts payable and other accrued expenses | (2,038) |  |  | 2,468 |
Accrued salaries and related obligations | 1,242 |  |  | (18,006) |
Other liabilities | 1,594 |  |  | (1,298) |
Net cash provided by operating activities | 2,149 |  |  | 18,754 |
Cash flows from investing activities: |  |  |
Net proceeds from sale of assets | 12,309 |  |  | — |
Acquisition of Reference Point, net of cash acquired | (22,967) |  |  | — |
Acquisition of CloudGo, net of cash acquired | — |  |  | (7,411) |
Investments in property and equipment and internal-use software | (2,425) |  |  | (1,021) |
Net cash used in investing activities | (13,083) |  |  | (8,432) |
Cash flows from financing activities: |  |  |
Proceeds from exercise of stock options | — |  |  | 465 |
Proceeds from issuance of common stock under Employee Stock Purchase Plan | 3,914 |  |  | 5,651 |
Repurchase of common stock | (13,014) |  |  | (5,000) |
Payment of cash dividends | (14,014) |  |  | (14,093) |
Net cash used in financing activities | (23,114) |  |  | (12,977) |
Effect of exchange rate changes on cash and cash equivalents | (2,349) |  |  | (293) |
Net decrease in cash and cash equivalents | (36,397) |  |  | (2,948) |
Cash and cash equivalents at beginning of period | 108,892 |  |  | 116,784 |
Cash and cash equivalents at end of period | $ | 72,495 |  |  | $ | 113,836 |
Supplemental cash flow disclosures |  |  |
Income taxes paid, net | $ | 3,057 |  |  | $ | 9,834 |
Interest paid | $ | 267 |  |  | $ | 264 |
Non-cash investing and financing activities |  |  |
Capitalized leasehold improvements paid directly by the landlord | $ | 1,095 |  |  | $ | — |
Acquisition of CloudGo: Liability for contingent consideration | $ | — |  |  | $ | 4,500 |
Dividends declared, not paid | $ | 4,631 |  |  | $ | 4,732 |

The accompanying notes are an integral part of these consolidated financial statements.
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RESOURCES CONNECTION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Description of the Company and its Business
Resources Connection, Inc. (the “Company”), a Delaware corporation, was incorporated on November 16, 1998. The Company’s operating entities provide services primarily under the name Resources Global Professionals (“RGP”). RGP is a professional services firm focused on delivering consulting execution services that power clients’ operational needs and change initiatives utilizing a combination of bench and on-demand, expert and diverse talent. As a next-generation human capital partner for its clients, the Company specializes in leadership and co-delivery of enterprise initiatives typically precipitated by business transformation, strategic transactions or regulatory change. The Company’s principal markets of operations are North America, Europe and Asia Pacific.
The Company’s fiscal year consists of 52 or 53 weeks, ending on the Saturday in May closest to May 31. The third quarters of fiscal 2025 and 2024 each consisted of 13 weeks. The Company’s fiscal year 2025 will consist of 53 weeks.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited financial statements of the Company as of and for the three and nine months ended February 22, 2025 and February 24, 2024 have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements include all adjustments (consisting only of normal recurring adjustments) the Company’s management considers necessary for a fair presentation of its financial position at such dates and the operating results and cash flows for those periods. The financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes these estimates and assumptions are adequate, actual results could differ from the estimates and assumptions used.
The fiscal 2024 year-end balance sheet data was derived from audited consolidated financial statements, and certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to Securities and Exchange Commission (“SEC”) rules or regulations; however, the Company believes the disclosures made are adequate to make the information presented not misleading.
The unaudited consolidated results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year. These interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended May 25, 2024, which are included in the Company’s Annual Report on Form 10-K (“Fiscal Year 2024 Form 10-K”) filed with the SEC on July 22, 2024 (File No. 0-32113).
A complete listing of the Company’s significant accounting policies is discussed in Note 2 – Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements included in the Fiscal Year 2024 Form 10-K.
Reporting Segments
During the first quarter of fiscal 2025, the Chief Executive Officer, the Company’s Chief Operating Decision Maker (“CODM”), announced a decision to reorganize the Company’s business by forming multiple discrete operational business units. To align the new operating model and financial reporting, the Company made management organizational changes and implemented new reporting modules and processes to provide discrete information to manage the business. During the first quarter of fiscal 2025, the Company completed its assessment of the Company's operating segments and identified the following newly defined operating segments:
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•On-Demand Talent – operating under the On-Demand by RGP TM brand, this segment provides businesses with a go-to source for bringing in experts when they need them.
•Consulting – operating under the Veracity by RGP TM brand, this segment drives transformation across people, processes and technology across domain areas including finance, technology and digital, risk and compliance and supply chain transformation.
•Europe & Asia Pacific – is a geographically defined segment that offers both on-demand and consulting services (excluding the digital consulting business, which is included in our Consulting segment) to clients throughout Europe and Asia Pacific.
•Outsourced Services – operating under the Countsy by RGP TM brand, this segment offers finance, accounting and HR services provided to startups, spinouts and scale-up enterprises, utilizing a technology platform and fractional team.
•Sitrick – a crisis communications and public relations firm which operates under the Sitrick brand, providing corporate, financial, transactional and crisis communication and management services.
Each of these segments reports through a separate segment manager to the Company’s Chief Executive Officer and Chief Operating Officer, who are collectively designated as the CODMs for segment reporting purposes. The Company's reportable segments are comprised of On-Demand Talent, Consulting, Europe & Asia Pacific, and Outsourced Services. Sitrick does not individually meet the quantitative thresholds to qualify as a reportable segment. Therefore, Sitrick is disclosed under the “All Other” segment. Each of these segments represents a reporting unit for the purposes of assessing goodwill for impairment.
On July 1, 2024, the Company acquired Reference Point LLC (“Reference Point”). See Note 4 – Acquisitions for further discussion about the Company’s acquisition of Reference Point. Reference Point is reported within the Consulting Services operating segment from the date of acquisition.
All prior year periods presented were recast to reflect the impact of the preceding segment changes. See Note 14 – Segment Information and Enterprise Reporting for further information.
Per Share Information
The Company presents both basic and diluted (loss) earnings per share (“EPS”). Basic EPS is calculated by dividing net (loss) income by the weighted-average number of common shares outstanding during the period. Diluted EPS is based upon the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive shares of common stock include the assumed exercise of outstanding in-the-money stock options, assumed issuance of common stock under the Company's 2019 Employee Stock Purchase Plan, as amended (“ESPP”), assumed release of outstanding restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance stock units (“PSUs”) using the treasury stock method. However, potentially dilutive shares of common stock are excluded from the computation in periods in which they have an anti-dilutive effect.
During the three and nine months ended February 22, 2025, the Company incurred a net loss, and as a result potentially dilutive common shares issuable from the assumed exercise of stock options and the assumed release of shares of common stock under the outstanding ESPP, RSAs, RSUs, and PSUs awards were not included in the diluted shares used to calculate net loss per share, as their inclusion would have been anti-dilutive.
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The following table summarizes the calculation of net (loss) income per common share for the three and nine months ended February 22, 2025 and February 24, 2024 (in thousands, except per share amounts):

| Three Months Ended |  | Nine Months Ended |  |
| February 22, 2025 |  | February 24, 2024 |  | February 22, 2025 |  | February 24, 2024 |  |  |  |
Net (loss) income | $ | (44,052) |  | $ | 2,550 |  |  | $ | (118,474) |  | $ | 10,562 |  |  |  |  |
Weighted-average shares outstanding: |  |  |  |  |  |  |  |  |  |  |
Basic weighted-average shares | 32,938 |  | 33,463 |  | 33,130 |  | 33,428 |  |  |  |
Effect of dilutive shares: |  |  |  |  |  |  |  |  |  |  |
Potentially dilutive stock options | — |  | 43 |  | — |  | 76 |  |  |  |
Potentially dilutive employee stock purchase plan | — |  | 20 |  | — |  | 7 |  |  |  |
Potentially dilutive restricted stock awards | — |  | 16 |  | — |  | 56 |  |  |  |
Potentially dilutive restricted stock units | — |  | 52 |  | — |  | 183 |  |  |  |
Potentially dilutive performance stock units | — |  | 165 |  | — |  | 156 |  |  |  |
Diluted weighted-average shares outstanding | 32,938 |  | 33,759 |  | 33,130 |  | 33,906 |  |  |  |
Net (loss) income per common share: |  |  |  |  |  |  |  |  |  |  |
Basic | $ | (1.34) |  | $ | 0.08 |  | $ | (3.58) |  | $ | 0.32 |  |  |  |
Diluted | $ | (1.34) |  | $ | 0.08 |  | $ | (3.58) |  | $ | 0.31 |  |  |  |

The following table sets forth the potentially dilutive shares excluded from the computation of the diluted net (loss) income per common share because their effect was anti-dilutive (in thousands):

| Three Months Ended |  | Nine Months Ended
| February 22, 2025 |  | February 24, 2024 |  | February 22, 2025 |  | February 24, 2024
Stock options | 1,849 |  | 2,034 |  | 1,918 |  | 1,924
Employee stock purchase plan | 12 |  | — |  | 5 |  | —
Restricted stock awards | 171 |  | 99 |  | 91 |  | —
Restricted stock units | 989 |  | 227 |  | 299 |  | 5
Total | 3,021 |  | 2,360 |  | 2,313 |  | 1,929

Financial Instruments
The fair value of the Company’s financial instruments reflects the amounts that the Company estimates it will receive in connection with the sale of an asset in an orderly transaction between market participants at the measurement date (exit price). The fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels:
Level 1 – Quoted prices in active markets for identical assets and liabilities.
Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets.
Level 3 – Unobservable inputs.
Contingent consideration liability is for estimated future contingent consideration payments related to the Company’s acquisitions. Total contingent consideration liability related to the acquisition of CloudGo Pte. Ltd. (“CloudGo”) was preliminarily valued at $4.5 million as of November 25, 2023 and zero as of February 22, 2025 and
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May 25, 2024. As a result, no further remeasurements or revisions are required. The fair value measurement of the liability was based on significant inputs not observed in the market and thus represents a Level 3 measurement. The significant unobservable inputs used in the fair value measurement of the contingent consideration liability at these dates were the Company’s measures of the estimated payouts based on internally generated financial projections and discount rates. The fair value of contingent consideration liability will be remeasured on a quarterly basis until settlement by the Company using additional information as it becomes available, and any change in the fair value estimates will be recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations. Future revisions to these significant unobservable inputs and the assumptions underlying them could materially change the estimate of the fair value of contingent consideration and therefore could materially affect the Company’s future operating results.
The Company’s financial instruments, including cash and cash equivalents, trade accounts receivable, and accounts payable and other accrued expenses are carried at cost, which approximates their fair value because of the short-term maturity of these instruments.
Long-lived Assets
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, Property, Plant, and Equipment, the Company evaluates the recoverability of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During the second quarter of fiscal 2025, the Company experienced a decrease in its market capitalization. The Company also experienced slow recovery in business performance during both the second and third quarters within the On-Demand Talent, Consulting, and Europe and Asia Pacific segments. These factors were considered triggering events under ASC 360 to evaluate long-lived assets for potential impairment. Accordingly, the Company completed impairment analyses in both the second and third quarter of fiscal 2025 pursuant to ASC 360-10-35-17. In each analysis, the Company determined that, while the carrying value of the asset group exceeded the undiscounted cash flows for Europe and Asia Pacific and All Other segments, the fair value of the asset group exceeded its carrying amount. As such, Company concluded that the long-lived assets were not impaired.
Goodwill Impairment
Goodwill is tested for impairment on an annual basis on the first day of the fourth quarter and more frequently if indicators of potential impairment exist. Impairment testing is conducted at the reporting unit level. Under ASC 350, Intangibles - Goodwill and Other, the qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows or planned revenue or earnings of the reporting unit as potential indicators when determining the need for a quantitative assessment of impairment.
Under the quantitative analysis, the estimated fair value of goodwill is determined by using a combination of a market approach and/or an income approach. The market approach estimates fair value by applying revenue and EBITDA multiples to each reporting unit’s operating performance. The multiples are derived from guideline public companies with similar operating and investment characteristics to the Company's reporting units, and are evaluated and adjusted, if needed, based on specific characteristics of the reporting units relative to the selected guideline companies. The market approach requires the Company to make a series of assumptions that involve significant judgment, such as the selection of comparable companies and the evaluation of the multiples. The income approach estimates fair value based on estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects the relevant risks associated with each reporting unit and the time value of money. The income approach also requires a series of assumptions that involve significant judgment, such as revenue projections and Adjusted EBITDA margin projections, which are based on historical experience and internal forecasts about future performance.
While the Company believes that the assumptions underlying its quantitative assessment are reasonable, these assumptions could have a significant impact on whether a non-cash impairment charge is recognized and the magnitude of such charge. The results of an impairment analysis are as of a point in time. There is no assurance that the actual future earnings or cash flows of our reporting units will be consistent with the Company’s projections.
During the nine months ended February 22, 2025, the Company performed three goodwill impairment assessments. See Note 6 – Goodwill and Intangible Assets for further information.
Capitalized Hosting Arrangements
The capitalized hosting arrangements costs are primarily related to the implementation of a cloud-based enterprise resource planning system and talent acquisition and management systems. Such costs include third party implementation
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costs and costs associated with internal resources directly involved in the implementation. Capitalized hosting arrangements are stated at historical cost and amortized on a straight-line basis over the estimated useful life of the expected term of the hosting arrangement, taking into consideration several other factors such as, but not limited to, options to extend the hosting arrangement or options to terminate the hosting arrangement. The amortization of capitalized implementation costs for hosting arrangements will commence when the systems are ready for their intended use and will be presented as operating expenses in the Consolidated Statements of Operations consistent with the presentation for expensing the fees for the associated hosting arrangement.
As of February 22, 2025, the capitalized costs related to hosting arrangements incurred during the application development stage were $21.6 million. These capitalized hosting arrangements are included in the prepaid expenses and other current assets, and other non-current assets in the Consolidated Balance Sheets, and the Company incurred $0.7 million and $1.0 million of amortization expense during the three and nine months ended February 22, 2025, respectively, related to these arrangements. There were $16.1 million of capitalized costs recorded as of May 25, 2024.
Share Repurchases
The Company’s stock repurchase program authorizes the Company to repurchase shares at the discretion of the Company’s senior executives based on numerous factors, including, without limitation, share price and other market conditions, the Company’s ongoing capital allocation planning, the levels of cash and debt balances, and other demands for cash. The Company records the shares repurchased as treasury stock based on the amount paid to repurchase its shares. Direct costs incurred to acquire treasury stock are treated like stock issue costs and added to the cost of the treasury stock.
See Note 10 — Stockholders’ Equity for further information on the repurchase of shares of common stock under the stock repurchase program.
Reclassifications
Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications had no effect on previously reported totals for assets, liabilities, stockholders’ equity, cash flows or net income.
Recent Accounting Pronouncements
On November 4, 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. On January 6, 2025, ASU 2025-01 was issued as an amendment to ASU 2024-03, to clarify the effective date of ASU 2024-03. The guidance requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. This guidance is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company expects to adopt this guidance in its fiscal year beginning May 30, 2027. The Company is evaluating the potential impact of this guidance on its financial statement disclosures.
No other recent accounting pronouncements or changes in accounting pronouncements issued by the FASB, the America Institute of Certified Public Accountants and the SEC have a material significance, or have potential material significance, to the Company’s financial statements since those discussed in the Company’s Fiscal Year 2024 Form 10-K.
3. Revenue Recognition
The timing of revenue recognition, billings and cash collections affects the recognition of trade accounts receivable, contract assets and contract liabilities.
Contract assets represent the Company’s rights to consideration for completed performance under the contract (i.e., unbilled receivables), in which the Company has transferred control of the product or services before there is an unconditional right to payment. Contract assets were $27.8 million and $29.3 million as of February 22, 2025 and May 25, 2024, respectively, which were included in trade accounts receivable in the Consolidated Balance Sheets.
Contract liabilities represent deferred revenue when cash is received in advance of performance of services and are presented in other current liabilities in the Consolidated Balance Sheets. Contract liabilities were $3.3 million and $3.5 million as of February 22, 2025 and May 25, 2024, respectively. Revenue recognized during the three and nine months
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ended February 22, 2025 that was included in deferred revenue as of May 25, 2024 was $0.3 million and $1.8 million, respectively. Revenue recognized during the three and nine months ended February 24, 2024 that was included in deferred revenue as of May 27, 2023 was $0.4 million and $2.5 million, respectively.
4. Acquisitions
Acquisition of Reference Point
On July 1, 2024, the Company entered into an Amended and Restated Membership Interest Purchase Agreement (the “Reference Point MIPA”) with Reference Point LLC (“Reference Point”) and the holder of all the outstanding membership interests of Reference Point LLC, in which the Company acquired 100% of the membership interests of Reference Point. Reference Point is a strategy, management, and technology consulting firm serving the financial services sector across four areas of focus: Strategy & Management, Risk & Regulatory Compliance, Digital & Technology and Data & Analytics. The Company paid initial cash consideration of $23.0 million (net of $0.2 million cash acquired). The initial consideration is subject to final post-closing adjustments for the final working capital, cash, indebtedness and transaction expenses as described in the Reference Point MIPA.
Results of operations of Reference Point are included within the Consulting Services operating segment in the Consolidated Statements of Operations from the date of acquisition. Reference Point contributed $4.0 million and $11.5 million of revenue and $0.3 million and $1.4 million of operating income to the Consolidated Statements of Operations during the three and nine months ended February 22, 2025, respectively. During the three and nine months ended February 22, 2025, the Company incurred $0.5 million and $2.3 million, respectively, in acquisition costs that were recorded in selling, general and administrative expenses in the Consolidated Statements of Operations.
In accordance with ASC 805 Business Combinations, the Company made an initial provisional allocation of the purchase price for Reference Point based on the fair value of the assets acquired and liabilities assumed, with the residual amount recorded as goodwill. The Company’s provisional purchase price allocation considered a number of factors, including the valuation of identifiable intangible assets. In connection with this acquisition, the Company provisionally recorded total intangible assets consisting of $14.4 million for customer relationships (to be amortized over 11 to 13 years), $0.7 million related to a non-compete agreement (to be amortized over 5 years) and $0.6 million for trade name (to be amortized over 1 year). The Company also provisionally recorded $6.7 million of goodwill, which is expected to be deductible for tax purposes. The goodwill is attributable primarily to expected synergies and the assembled workforce of Reference Point.
The purchase price allocation described above is preliminary with respect to the valuation of intangible assets acquired, goodwill, and tax related matters. A final determination of fair value of assets acquired and liabilities assumed relating to the acquisition could differ from the preliminary purchase price allocation. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date.
The following table summarizes the consideration for the acquisition of Reference Point and the provisional amounts of the identified assets acquired and liabilities assumed at the acquisition date:
Fair value of consideration transferred (in thousands):

Cash | $ | 23,215

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Recognized provisional amounts of identifiable assets acquired and liabilities assumed (in thousands):

Cash and cash equivalents | $ | 248
Trade accounts receivable (1) | 2,013
Prepaid expenses and other current assets | 52
Intangible assets | 15,720
Property and equipment | 28
Other non-current assets | 63
Total identifiable assets | 18,124
Accounts payable and other accrued expenses | 47
Accrued salaries and related obligations | 988
Other liabilities | 527
Total liabilities assumed | 1,562
Net identifiable assets acquired | 16,562
Goodwill | 6,653
Net assets acquired | $ | 23,215

(1)As of the acquisition date, the gross contractual amount of accounts receivable of $2.0 million was expected to be fully collected, and was subsequently collected.
The weighted-average useful lives of Reference Point's trade name, non-compete agreement and customer relationships are approximately 1 year, 5 years and 12 years, respectively. The weighted-average useful life of all Reference Point's intangible assets is 11.26 years.
Acquisition of CloudGo
On November 15, 2023, the Company acquired 100% of the equity interests in CloudGo pursuant to the terms of a Share Purchase Agreement entered into by and between the Company, CloudGo, and the shareholders of CloudGo (the “CloudGo SPA”). Headquartered in Singapore, CloudGo is a digital transformation firm primarily focused on technology implementation through the ServiceNow platform. The Company paid cash consideration of $7.4 million (net of $0.3 million of cash acquired).
In addition, the CloudGo SPA provides for contingent consideration of up to $12.0 million to be paid based on CloudGo’s revenue and operating profit margin performance during two one-year performance periods that began after the acquisition date. The Company determined the fair value of the contingent consideration as of the acquisition date using the Monte Carlo simulation model and the application of an appropriate discount rate (Level 3 fair value). The preliminary fair value of the contractual obligation to pay the contingent consideration amounted to $4.4 million. As of the fourth quarter of fiscal 2024, the Company revised its estimates of CloudGo’s expected revenue and operating profit margin performance for the performance periods, and the Company decreased the fair value of the CloudGo contingent consideration liability to zero as of May 25, 2024, which remained zero through February 22, 2025.
5. Assets Held for Sale
As of February 24, 2024, the Company determined the asset groups associated with its former corporate office in Irvine, California met the criteria of held for sale, since the Company intended to complete the sale of these assets within the twelve months following the end of the third quarter of fiscal 2024. Accordingly, the related assets classified as held for sale are separately presented in the Company's Consolidated Balance Sheets as of May 25, 2024. In addition, such assets are presented at the lower of carrying value or fair value less any costs to sell. The Company concluded that the offering price of the disposal assets was an approximate fair value, which exceeded the carrying value of the related assets as of May 25, 2024. As such, the assets held for sale are reported at their carrying value.
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The following table presents information related to the major classes of assets that were classified as held for sale in our Consolidated Balance Sheets associated with the Company's former corporate office in Irvine, California as described above (in thousands):

Assets Held for Sale | As of
Irvine Office Building | May 25, 2024
Building and land | $ | 14,309 |
Leasehold improvements | 321 |
Furniture and fixtures | 1,565 |
Total assets held for sale, gross | 16,195 |
Less: accumulated depreciation and amortization | (7,286) |
Total assets held for sale, net | $ | 8,909 |

Sale of Irvine Building
The Company entered into a Purchase and Sale Agreement dated May 15, 2024, and as amended as of May 20, 2024, with a third-party buyer for the sale of its Irvine building for a total purchase price of $13.0 million. On August 15, 2024, the Company completed the sale of its Irvine building to the City of Irvine for total consideration of $13.0 million, resulting in a net gain of $3.4 million. The sale does not constitute a discontinued operation. As such, the gain has been recorded as a reduction of selling, general, and administrative expenses in the Consolidated Statement of Operations for the nine months ended February 22, 2025.
6. Goodwill and Intangible Assets
As described in Note 2 – Summary of Significant Accounting Policies, if indicators of potential impairment exist, the Company will perform interim quantitative goodwill impairment analysis more frequently. As a result of these indicators being present, the Company performed interim quantitative goodwill impairment assessments for its reporting units, each of which is also a reporting segment, during the three months ended February 22, 2025, November 23, 2024 and August 24, 2024, which resulted in goodwill impairment charges of $42.0 million, $79.5 million and $3.9 million, respectively.
Third Quarter Interim Impairment Assessments
During the third quarter of fiscal 2025, the Company experienced slow recovery in business performance within the On-Demand Talent and Consulting segments. As a result, the Company performed a goodwill impairment assessment for each of its reporting units with associated goodwill, in which the estimated fair values of each reporting unit were compared to its respective carrying amounts. The Company’s determination of the estimated fair value was based on a combination of the income-based approach and the market-based approach. The income-based approach was based on the present value of discounted cash flows of each reporting unit, using the Company’s assumptions regarding revenue growth rates, forecasted gross profit margins, forecasted adjusted EBITDA margins, operating costs, tax rates, terminal period growth rates, and other economic and market trends. Additionally, the present value was based on applying a weighted average cost of capital, which considered long-term interest rates and cost of equity based on the reporting segment’s risk profile. The market-based approach was based on the guideline public company method, which uses market multiples of revenue and earnings before interest, taxes, depreciation and amortization for a group of comparable public companies. As part of the goodwill impairment test, the Company reconciled the aggregated estimated fair value of the Company's operating segments to the Company’s market capitalization, including consideration of any asymmetry in information, and control premium representing the estimated amount a market participant would pay to obtain a controlling interest in the Company.
Based on the assessment as of an interim date in the three months ended February 22, 2025, the Company concluded as follows:
On-Demand Talent – The carrying value, including $12.4 million of goodwill, was in excess of its fair value by $13.5 million. Because the excess of carrying value over fair value exceeded the goodwill balance for the segment, the Company fully impaired the goodwill balance, resulting in goodwill impairment charges of $12.4 million for the On-Demand Talent segment.
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Consulting – The carrying value, including $98.4 million of goodwill, was in excess of its fair value by $24.8 million. In addition to recording this excess as a goodwill impairment charge, the Company also recorded a $4.8 million charge related to the deferred tax impacts from the excess carrying value. The Company therefore recorded an aggregate of $29.6 million in goodwill impairment charges for the Consulting segment.
Outsourced Services – The fair value exceeded its carrying value, including $28.8 million of goodwill, by 33.1%. Therefore, no impairment charges were required.
Second Quarter Interim Impairment Assessments
During the second quarter of fiscal 2025, the Company experienced a decrease in its market capitalization, along with slower than expected recovery in business performance within the On-Demand Talent and Europe and Asia Pacific segments. As a result, the Company performed a goodwill impairment assessment for each of its reporting units with associated goodwill, in which the estimated fair values of each reporting unit were compared to its respective carrying amounts. As a result of the assessment performed in the second quarter of fiscal 2025, the Company concluded that the carrying value of On-Demand Talent and Europe and Asia Pacific segments were in excess of its fair value and recorded a non-cash goodwill impairment charge of $79.5 million ($57.8 million was recorded in the On-Demand Talent segment and $21.7 million was recorded in the Europe and Asia Pacific segment).
First Quarter Interim Impairment Assessments
The goodwill impairment assessment in the first quarter of fiscal 2025 was performed concurrently with the change in the Company’s operating segments, which were aligned to the Company’s reporting units and reportable segments. As a result of this segment realignment, the Company allocated goodwill to each of its reporting units under the new organizational structure on a relative fair value basis. The Company estimated the fair values of the reporting units based on the income-based approach using the discounted cash flow method, which included assumptions regarding revenue growth rates, forecasted gross profit margins, operating costs, tax rates, terminal period growth rates, and economic and market trends. Additionally, the present value of discounted cash flows was based on applying a weighted average cost of capital, which considered long-term interest rates and cost of equity based on the reporting segment’s risk profile.
As a result of this assessment, in the three months ended August 24, 2024, the Company concluded that the carrying value of the Europe and Asia Pacific segment was in excess of its fair value and recorded a non-cash goodwill impairment charge of $3.9 million for its Europe and Asia Pacific Segment.
In performing the goodwill impairment assessments, the Company considers the assumptions used in determining the estimated fair values of its reporting units to be reasonable and appropriate. However, the assumptions are complex and subjective, and additional adverse changes in a key assumption or a combination of key assumptions may significantly affect the Company’s assessment of the fair value and goodwill impairment. These assumptions include, among other things, a failure to meet expected earnings or other financial plans; changes in the discount rate, the terminal growth rate or tax rates; or significant changes in industry or economic trends. If the assumptions noted above adversely change, negative macroeconomic conditions worsen or the Company’s market capitalization decreases for a sustained period of time, the Company may be required to perform an additional impairment analysis that could result in additional impairment charges and materially adversely affect the Company’s financial condition and results of operations.
The following table summarizes the activity in the Company’s goodwill balance. The balance as of May 25, 2024 was recast to reflect the impact of the Company's change in segment reporting and the final fair value allocation of the reporting units that became effective during the first quarter of fiscal 2025 (in thousands):

| On-Demand Talent |  | Consulting |  | Europe & Asia Pacific |  | Outsourced Services |  | All Other |  | Total
Balance as of May 25, 2024 | $ | 70,202 |  |  | $ | 91,770 |  |  | $ | 25,850 |  |  | $ | 28,757 |  |  | $ | — |  | $ | 216,579 |
Acquisition (see Note 4) | — |  | 6,653 |  |  | — |  | — |  | — |  | 6,653 |
Goodwill Impairment | (70,202) |  | (29,592) |  | (25,582) |  | — |  | $ | — |  | (125,376)
Impact of foreign currency exchange rate changes | — |  | — |  | (268) |  | — |  | — |  | (268) |
Balance as of February 22, 2025 | $ | — |  |  | $ | 68,831 |  |  | $ | — |  |  | $ | 28,757 |  |  | $ | — |  | $ | 97,588 |

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The following table presents details of the Company’s intangible assets, estimated lives and related accumulated amortization (in thousands):

|  |  | As of February 22, 2025 |  | As of May 25, 2024
| Estimated Useful Life |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount
Customer contracts and relationships | 7 - 12 years |  | $ | 39,500 |  | $ | (20,052) |  |  | $ | 19,448 |  | $ | 25,100 |  | $ | (16,858) |  |  | $ | 8,242
Computer software | 3 - 3.5 years |  | 7,870 |  | (7,310) |  |  | 560 |  | 7,870 |  | (6,539) |  |  | 1,331
Trade names | 1 year |  | 600 |  | (400) |  | 200 |  | - |  | - |  | -
Non-Compete Agreements | 5 years |  | 720 |  | (96) |  | 624 |  | - |  | - |  | -
Total |  |  | $ | 48,690 |  | $ | (27,858) |  |  | $ | 20,832 |  | $ | 32,970 |  | $ | (23,397) |  |  | $ | 9,573

The Company recorded amortization expense of $1.4 million and $1.4 million for the three months ended February 22, 2025 and February 24, 2024, respectively, and $4.5 million and $4.0 million for the nine months ended February 22, 2025 and February 24, 2024, respectively.
The following table presents future estimated amortization expense based on existing intangible assets (in thousands):
Fiscal Years:

2025 (remaining three months) | $ | 1,419
2026 | 4,214
2027 | 1,908
2028 | 1,633
2029 | 1,633
2030 and thereafter | 10,025
Total | $ | 20,832

Actual future estimated amortization expense could differ from these estimated amounts as a result of future acquisitions, dispositions, impairments, and other factors or changes.
7. Leases
The Company currently leases office space, vehicles and certain equipment under operating leases through fiscal 2035. Lease cost components included within selling, general and administrative expenses in the Consolidated Statements of Operations were as follows (in thousands):

| Three Months Ended |  | Nine Months Ended |  |
| February 22, 2025 |  | February 24, 2024 |  | February 22, 2025 |  | February 24, 2024 |  |  |  |
Operating lease cost | $ | 1,788 |  |  | $ | 1,829 |  |  | $ | 5,240 |  |  | $ | 5,545 |  |  |  |  |
Short-term lease cost | 49 |  |  | 52 |  |  | 249 |  |  | 154 |  |  |  |  |
Variable lease cost | 301 |  |  | 380 |  |  | 1,047 |  |  | 1,188 |  |  |  |  |
Sublease income (1) | (174) |  |  | (220) |  |  | (532) |  |  | (551) |  |  |  |  |
Total lease cost | $ | 1,964 |  |  | $ | 2,041 |  |  | $ | 6,004 |  |  | $ | 6,336 |  |  |  |  |

(1)Sublease income does not include rental income received from owned property, which is not material.
Following the sale of the building in Irvine, California, on August 1, 2024, the Company entered into a lease agreement for an office space in Irvine. The lease commenced on November 1, 2024 and has an expiration date of July 31, 2032. See Note 5 – Assets Held for Sale for further discussion. The average annual rent for the lease term will be $0.7
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million. On December 20, 2023, the Company entered into a lease agreement for an office space in New York that commenced on July 1, 2024 with an expiration date of July 31, 2034. The annual fixed rent for the first five years and the last five years are $1.2 million and $1.3 million, respectively.
The weighted-average lease term and weighted-average discount rate for operating leases as of February 22, 2025 and May 25, 2024 are presented in the following table:

| As of February 22, 2025 |  | As of May 25, 2024
Weighted-average remaining lease term | 6.4 years |  | 3.5 years
Weighted-average discount rate | 5.10% |  | 4.37%

Cash flow and other noncash information related to operating leases is included in the following table (in thousands):

| Three Months Ended |  | Nine Months Ended |  |
| February 22, 2025 |  | February 24, 2024 |  | February 22, 2025 |  | February 24, 2024 |  |  |  |
Cash paid for amounts included in the measurement of operating lease liabilities | $ | 1,769 |  |  | $ | 2,106 |  |  | $ | 5,215 |  |  | $ | 6,435 |  |  |  |  |
Right-of-use assets obtained in exchange for new operating lease obligations | $ | 180 |  |  | $ | 338 |  |  | $ | 16,054 |  |  | $ | 3,258 |  |  |  |  |

Future maturities of operating lease liabilities as of February 22, 2025 are presented in the following table (in thousands):

Fiscal Years: | Operating Lease Maturity
2025 (remaining three months) | $ | 1,723 |
2026 | 6,147 |
2027 | 4,870 |
2028 | 4,484 |
2029 | 3,638 |
Thereafter | 10,624 |
Total future lease payments | 31,486 |
Less: interest | (4,933) |
Present value of operating lease liabilities | $ | 26,553 |

8. Long-Term Debt
On November 12, 2021, the Company and Resources Connection LLC, as borrowers, and all of the Company’s other domestic subsidiaries, as guarantors, entered into a credit agreement with the lenders that are party thereto and Bank of America, N.A. as administrative agent for the lenders (the “Credit Agreement”), and concurrently terminated the then existing credit facility. The Credit Agreement provides for a $175.0 million senior secured revolving loan (the “Credit Facility”), which includes a $10.0 million sublimit for the issuance of standby letters of credit and a swingline sublimit of $20.0 million. The Credit Facility also includes an option to increase the amount of the revolving loan up to an additional $75.0 million, subject to the terms of the Credit Agreement. The Credit Facility matures on November 12, 2026. The obligations under the Credit Facility are secured by substantially all assets of the Company, Resources Connection LLC and all of the Company’s domestic subsidiaries.
Future borrowings under the Credit Facility bear interest at a rate per annum of either, at the Company’s election, (i) Term SOFR (as defined in the Credit Agreement) plus a margin ranging from 1.25% to 2.00% or (ii) the Base Rate (as defined in the Credit Agreement), plus a margin of 0.25% to 1.00% with the applicable margin depending on the
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Company’s consolidated leverage ratio. In addition, the Company pays an unused commitment fee on the average daily unused portion of the Credit Facility, which ranges from 0.20% to 0.30% depending on the Company’s consolidated leverage ratio.
The Credit Agreement contains both affirmative and negative covenants. Covenants include, but are not limited to, limitations on the Company’s and its subsidiaries’ ability to incur liens, incur additional indebtedness, make certain restricted payments, merge or consolidate and make dispositions of assets. In addition, the Credit Agreement requires the Company to comply with financial covenants including limitations on the Company’s total funded debt, minimum interest coverage ratio and maximum leverage ratio.
On December 31, 2024, the parties entered into an amendment to the Credit Agreement (the “December 2024 Amendment”) to waive the Company's non-compliance with a financial covenant related to the consolidated interest coverage ratio under the Credit Agreement due to the goodwill impairment recognized during the second quarter of fiscal 2025. The December 2024 Amendment also amended certain definitions under the Credit Agreement to exclude the impact of goodwill impairments recognized in the first and second quarters of fiscal 2025.
As of February 22, 2025, the Company was not in compliance with its financial covenant related to the consolidated interest coverage ratio under the Credit Agreement due to the goodwill impairment recognized during the third quarter of fiscal 2025 as described in Note 6 – Goodwill and Intangible Assets; however, the parties entered into an amendment to the Credit Agreement on March 28, 2025 to waive the event of default and amend certain definitions under the Credit Agreement to exclude the impact of goodwill impairments recognized in the first, second and third quarters of fiscal 2025. As of February 22, 2025, the Company was compliant with all other financial covenants under the Credit Agreement. The Company had no debt outstanding under the Credit Facility as of February 22, 2025 and May 25, 2024. However, the Company had $1.5 million and $1.4 million of outstanding letters of credit issued under the Credit Facility as of February 22, 2025 and May 25, 2024, respectively. As of February 22, 2025, there was up to $173.5 million of potential remaining capacity under the Credit Facility subject to the terms of the Credit Agreement and related financial covenants.
On November 2, 2022, Resources Global Enterprise Consulting (Beijing) Co., Ltd. (a wholly-owned subsidiary of the Company), as borrower, and the Company, as guarantor, entered into a RMB 13.4 million ($1.8 million based on the prevailing exchange rate on November 2, 2022) revolving credit facility with Bank of America, N.A. (Beijing) as the lender (the “Beijing Revolver”). The Beijing Revolver bears interest at loan prime rate plus 0.80%. Interest incurred on borrowings will be payable monthly in arrears. As of February 22, 2025, the Company had no debt outstanding under the Beijing Revolver and RMB 13.4 million ($1.8 million based on the prevailing exchange rate on February 22, 2025) in available credit. The availability of proceeds under the Beijing Revolver is at the lender's absolute discretion and may be terminated at any time by the lender, with or without prior notice to the borrower.
9. Income Taxes
For the three months ended February 22, 2025, the Company’s income tax benefit was $5.6 million, an effective tax rate of 11.3%, and for the three months ended February 24, 2024, the Company's income tax expense was $1.9 million, an effective tax rate of 43.2%. For the nine months ended February 22, 2025, the Company’s income tax benefit was $12.3 million, an effective tax rate of 9.4%, and for the nine months ended February 24, 2024, the Company's income tax expense was $7.8 million, an effective tax rate of 42.4%. The income tax benefit in fiscal 2025 was primarily attributed to the Company’s pretax loss. The lower effective tax rate in fiscal 2025 was due to the non-deductible portion of the goodwill impairment, coupled with the $2.2 million establishment of a valuation allowance on the Company’s UK entity. The higher effective tax rate in fiscal 2024 was attributed primarily to a nonrecurring increase in forfeiture of stock options, coupled with the capitalization of acquisition related costs for tax purposes.
The Company operates in an international environment. Accordingly, the consolidated effective tax rate is a composite rate reflecting the earnings (losses) in various locations and the applicable tax rates in those jurisdictions. Fluctuations in the consolidated effective tax rate year over year are due to the changes in the mix of operating income and losses amongst the various jurisdictions in which the Company operates.
For the three months ended February 22, 2025 and February 24, 2024, the Company recognized a tax benefit of approximately $0.2 million and $0.1 million, respectively, associated with the exercise of nonqualified stock options, vesting of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance-based stock units (“PSUs”), and disqualifying dispositions by employees of shares acquired under the Company's Employee Stock Purchase Plan (“ESPP”). For the nine months ended February 22, 2025 and February 24, 2024, the Company recognized a tax benefit of
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approximately $1.5 million and $1.3 million, respectively, associated with the exercise of nonqualified stock options, vesting of RSAs, RSUs, PSUs, and disqualifying dispositions by employees of shares acquired under the ESPP.
The Company’s total liability for unrecognized gross tax benefits, including accrued interest and penalties, was $1.1 million and $1.0 million as of February 22, 2025 and May 25, 2024, which, if ultimately recognized, would impact the effective tax rate in future periods. The Company believes that there is a possibility that unrecognized gross tax benefits of $1.1 million will be recognized within the next 12 months due to the expiration of a statute of limitations. The unrecognized tax benefits are included in other long-term liabilities in the Consolidated Balance Sheets. None of the unrecognized tax benefits are considered short-term liabilities as the Company does not anticipate any cash payments to settle the liability within the next 12 months.
10. Stockholders’ Equity
Stock Repurchase Program
The Company’s board of directors has previously approved two stock repurchase programs authorizing the repurchase, at the discretion of the Company’s senior executives, of the Company’s common stock for a designated aggregate dollar limit. In July 2015, the first program was authorized for an aggregate dollar limit not to exceed $150 million, and in October 2024, the second program was authorized for an additional dollar limit not to exceed $50 million (collectively, the “Stock Repurchase Programs”). Subject to the aggregate dollar limits, the currently authorized Stock Repurchase Programs do not have an expiration date. Repurchases under the programs may take place in the open market or in privately negotiated transactions and may be made pursuant to a Rule 10b5-1 plan. During the three months ended February 22, 2025, the Company purchased 354,505 shares of its common stock on the open market at an average price of $8.46 per share, for an aggregate total purchase price of approximately $3.0 million. During the nine months ended February 22, 2025, the Company purchased 1,382,820 shares of its common stock on the open market at an average price of $9.40 per share, for an aggregate total purchase price of approximately $13.0 million. As of February 22, 2025, approximately $79.2 million remained available for future repurchases of the Company’s common stock under the Stock Repurchase Programs. The Company did not repurchase any shares during the three months ended February 24, 2024. During the nine months ended February 24, 2024, the Company repurchased 353,858 shares of its common stock on the open market at an average price of $14.13 per share, for an aggregate total purchase price of approximately $5.0 million.
Quarterly Dividend
Subject to approval each quarter by its board of directors, the Company pays a regular dividend. On January 16, 2025, the board of directors declared a regular quarterly dividend of $0.14 per share of the Company’s common stock. The dividend was paid on March 14, 2025 to stockholders of record at the close of business on February 14, 2025. As of February 22, 2025 and May 25, 2024, $4.6 million and $4.7 million, respectively, were accrued and recorded in other current liabilities in the Company’s Consolidated Balance Sheets for dividends declared but not yet paid. Continuation of the quarterly dividend is at the discretion of the board of directors and depends upon the Company’s financial condition, results of operations, capital requirements, general business condition, contractual restrictions contained in the Credit Facility and other agreements, and other factors deemed relevant by the board of directors.
11. Restructuring Activities
On December 2, 2024, the Company authorized a global cost reduction plan, including a reduction in force (the “2025 Restructuring Plan”) intended to reduce costs and streamline operations. The 2025 Restructuring Plan resulted in a reduction of force of the Company’s global management and administrative workforce. The Company incurred employee termination costs associated with the 2025 Restructuring Plan, which were recorded in selling, general and administrative expenses in its Consolidated Statements of Operations for the three months ended February 22, 2025. Restructuring costs were $2.9 million and $3.2 million for the three and nine months ended February 22, 2025.
The Company previously initiated restructuring plans, including a reduction in force (the “2023 U.S. Restructuring Plan”) during fiscal year 2024. These actions were substantially completed during fiscal 2024. Restructuring costs were $1.6 million and $3.9 million for the three and nine months ended February 24, 2024.
The restructuring liability was nominal and $0.8 million as of February 22, 2025 and May 25, 2024, respectively.
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12. Stock-Based Compensation Plans
General
The Company's stockholders approved the Resources Connection, Inc. 2020 Performance Incentive Plan (the “2020 Plan”) on October 22, 2020, which replaced and succeeded in its entirety the Resources Connection, Inc. 2014 Performance Incentive Plan (the “2014 Plan”). On October 17, 2024, the Company’s stockholders approved an amendment and restatement of the 2020 Plan, which increased the maximum number of shares of the Company’s common stock authorized for issuance under the 2020 Plan by 815,000 shares. Executive officers and certain employees, as well as non-employee directors of the Company and certain consultants and advisors are eligible to participate in the 2020 Plan. The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2020 Plan equals: (1) 815,000 shares, plus (2) 1,797,440 (which represents the number of shares that were available for additional award grant purposes under the 2014 Plan immediately prior to the termination of the authority to grant new awards under the 2014 Plan as of October 22, 2020), plus (3) the number of shares subject to stock options granted under the 2014 Plan or the Resources Connection, Inc. 2004 Performance Incentive Plan (together with the 2014 Plan, the “Prior Plans”) and outstanding as of October 22, 2020 which expire, or for any reason are cancelled or terminated, after that date without being exercised, plus (4) the number of any shares subject to RSAs and RSUs granted under the Prior Plans that are outstanding and unvested as of October 22, 2020 which are forfeited, terminated, cancelled, or otherwise reacquired after that date without having become vested.
Awards under the 2020 Plan may include, but are not limited to, stock options, stock appreciation rights, restricted stock, performance stock, stock units, stock bonuses and other forms of awards granted or denominated in shares of common stock or units of common stock, as well as certain cash bonus awards. Historically, the Company has granted RSAs and RSUs under the 2020 Plan that typically vest in equal annual installments, and PSUs under the 2020 Plan that vest upon the achievement of certain Company-wide performance targets at the end of the defined performance period. Stock option grants typically terminate ten years from the date of grant. Vesting periods for RSAs, RSUs and stock option awards range from three to four years. The performance periods for the PSUs are three years. As of February 22, 2025, there were 1,126,960 shares available for further award grants under the 2020 Plan (with outstanding PSUs counted for this purpose based on the target number of shares granted).
Stock-Based Compensation Expense
Stock-based compensation expense included in selling, general and administrative expenses was $1.9 million and $1.2 million for the three months ended February 22, 2025 and February 24, 2024, respectively, and $5.4 million and $4.2 million for the nine months ended February 22, 2025 and February 24, 2024, respectively. These amounts consisted of stock-based compensation expense related to employee stock options, RSAs, RSUs and PSUs under the 2020 Plan and Prior Plans, employee stock purchases made via the ESPP, and stock units credited under the Directors Deferred Compensation Plan. The Company recognized a tax benefit of $0.4 million and $0.2 million associated with such stock-based compensation expense during the three months ended February 22, 2025 and February 24, 2024, respectively, and $1.3 million and $0.8 million during the nine months ended February 22, 2025 and February 24, 2024, respectively.
The Company recognizes stock-based compensation expense on time-vesting equity awards ratably over the applicable vesting period based on the grant date fair value, net of estimated forfeitures. Expense related to the liability-classified awards reflects the change in fair value during the reporting period. The number of PSUs earned at the end of the applicable performance period may equal, exceed or be less than the targeted number of shares depending on whether the performance criteria are met, surpassed or not met. During each reporting period, the Company uses the latest forecasted results to estimate the number of shares to be issued at the end of the performance period. Any resulting changes to stock compensation expense are adjusted in the period in which the change in estimates occur.
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Stock Options
The following table summarizes the stock option activity for the nine months ended February 22, 2025 (in thousands, except weighted-average exercise price):

| Number of Options |  | Weighted-Average Exercise Price
Awards outstanding at May 25, 2024 | 2,185 |  | $ | 16.36 |
Exercised | — |  |  | $ | — |
Forfeited | — |  |  | $ | — |
Expired | (464) |  |  | $ | 14.61 |
Awards outstanding at February 22, 2025 | 1,721 |  | $ | 16.91 |
Exercisable at February 22, 2025 | 1,721 |  | $ | 16.91 |
Vested and expected to vest at February 22, 2025 (1) | 1,721 |  | $ | 16.91 |

(1)The options expected to vest are the result of applying the pre-vesting forfeiture rate assumptions to options not yet vested. As of February 22, 2025, all outstanding options have vested.
As of February 22, 2025, there was no unrecognized compensation cost related to outstanding employee stock options.
Employee Stock Purchase Plan
On October 20, 2022, the Company’s stockholders approved an amendment and restatement of the 2019 ESPP that increased the number of shares authorized for issuance under the ESPP by 1,500,000, resulting in a maximum number of shares of the Company’s common stock authorized for issuance under the ESPP of 3,325,000 shares.
The Company’s ESPP allows qualified employees (as defined in the ESPP) to purchase designated shares of the Company’s common stock at a price equal to 85% of the lesser of the fair market value of common stock at the beginning or end of each semi-annual stock purchase period. The Company issued 492,858 and 455,678 shares of common stock pursuant to the ESPP during the nine months ended months ended February 22, 2025 and February 24, 2024, respectively. There were 830,388 shares of common stock available for issuance under the ESPP as of February 22, 2025.
Restricted Stock Awards
The following table summarizes the activities for the unvested RSAs for the nine months ended February 22, 2025 (in thousands, except weighted-average grant-date fair value):

| Shares |  | Weighted-Average Grant-Date Fair Value
Unvested at May 25, 2024 | 223 |  | $ | 15.84 |
Granted | 149 |  | $ | 8.91 |
Vested | (103) |  |  | $ | 16.41 |
Forfeited | — |  | $ | — |
Unvested as of February 22, 2025 | 269 |  | $ | 11.80 |
Expected to vest as of February 22, 2025 | 259 |  | $ | 11.68 |

As of February 22, 2025, there was $2.7 million of total unrecognized compensation costs related to unvested RSAs. The cost is expected to be recognized over a weighted-average period of 1.68 years.
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Restricted Stock Units
The Company may issue either equity-classified RSUs, which are awards granted to employees under the 2020 Plan that settle in shares of the Company’s common stock, or liability-classified RSUs, which are awards credited to board of director members under the Directors Deferred Compensation Plan that settle in cash.
The following table summarizes the activities for the unvested RSUs, including both equity- and liability-classified RSUs, for the nine months ended February 22, 2025 (in thousands, except weighted-average grant-date fair value):

| Equity-Classified RSUs |  | Liability-Classified RSUs |  | Total RSUs
| Shares |  | Weighted-Average Grant-Date Fair Value |  | Shares |  | Weighted-Average Grant-Date Fair Value |  | Shares |  | Weighted-Average Grant-Date Fair Value
Unvested at May 25, 2024 | 615 |  | $ | 14.91 |  |  | 48 |  |  | $ | 15.64 |  |  | 663 |  |  | $ | 14.96 |
Granted (1) | 1,035 |  | $ | 10.04 |  |  | 41 |  |  | $ | 8.85 |  |  | 1,076 |  |  | $ | 9.99 |
Vested | (255) |  | $ | 14.54 |  |  | (26) |  | $ | 13.82 |  |  | (281) |  | $ | 14.47 |
Forfeited | (88) |  | $ | 13.28 |  |  | — |  | $ | — |  |  | (88) |  | $ | 13.28 |
Unvested as of February 22, 2025 | 1,307 |  | $ | 11.27 |  |  | 63 |  |  | $ | 11.95 |  |  | 1,370 |  |  | $ | 11.30 |
Expected to vest as of February 22, 2025 | 1,087 |  | $ | 11.28 |  |  | 63 |  |  | $ | 11.95 |  |  | 1,150 |  |  | $ | 11.32 |

(1)Dividend equivalents are included in the granted shares.
As of February 22, 2025, there was $9.9 million of total unrecognized compensation costs related to unvested equity-classified RSUs. The cost is expected to be recognized over a weighted-average period of 2.25 years.
As of February 22, 2025, there was $0.7 million of total unrecognized compensation costs related to unvested liability-classified RSUs. The cost is expected to be recognized over a weighted-average period of 1.92 years.
Performance Stock Units
The Company has issued PSUs to certain members of management and other select employees. The total number of shares that would vest under the PSUs will be determined at the end of the applicable three-year performance period based on the Company’s achievement of certain revenue and Adjusted EBITDA (which is calculated on a consolidated basis and defined as described below in Note 14 – Segment Information and Enterprise Reporting) percentage targets over the applicable performance period. The total number of shares that may be earned for these awards based on performance over the performance period ranges from zero to 150% of the target number of shares.
The following table summarizes the activities for the unvested PSUs for the nine months ended February 22, 2025 (in thousands, except weighted-average grant-date fair value):

| Shares (1) |  | Weighted-Average Grant-Date Fair Value
Unvested at May 25, 2024 | 621 |  | $ | 16.15 |
Granted (2) | 352 |  | $ | 9.12 |
Vested | (164) |  |  | $ | 18.41 |
Forfeited | (100) |  | $ | 14.02 |
Unvested as of February 22, 2025 | 709 |  | $ | 12.58 |
Expected to vest as of February 22, 2025 | 670 |  | $ | 12.50 |

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(1)Shares are presented in this table at the stated target, which represents the base number of shares that would vest over the applicable performance period. Actual shares that vest may be zero to 150% of the target based on the achievement of the specific company-wide performance targets.
(2)Dividend equivalents are included in the granted shares.
As of February 22, 2025, there was $2.7 million of total unrecognized compensation costs related to unvested PSUs. The cost is expected to be recognized over a weighted-average period of 2.26 years.
13. Commitments and Contingencies
Legal Proceedings
The Company is involved in certain legal matters arising in the ordinary course of business. In the opinion of management, none of such matters, if disposed of unfavorably, would have a material adverse effect on the Company’s financial position, cash flows or results of operations.
14. Segment Information and Enterprise Reporting
The tables below reflect the operating results of the Company’s segments consistent with the management and performance measurement system utilized by the Company. During the first quarter of fiscal 2025, the Company reorganized its business segments to better align with changes in its internal operating model and financial reporting, which is used for performance assessment and resource allocation by the CODMs. All prior year periods presented were recast to reflect the impact of the preceding segment changes. See Note 2 – Summary of Significant Accounting Policies for further discussion about the Company’s operating and reportable segments.
Performance measurement is based on segment Adjusted EBITDA. Adjusted EBITDA is defined as net (loss) income before amortization expense, depreciation expense, interest and income taxes excluding stock-based compensation expense, amortized ERP system costs, technology transformation costs, goodwill impairment, acquisition costs, gain on sale of assets, and restructuring costs. Adjusted EBITDA at the segment level excludes certain shared corporate administrative costs that are not practical to allocate. The Company’s CODMs do not evaluate segments using asset information.
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The following table discloses the Company’s revenue and Adjusted EBITDA by segment for both periods presented (in thousands):

| Three Months Ended |  |  | Nine Months Ended
| February 22, 2025 |  | February 24, 2024 |  |  |  |  | February 22, 2025 |  | February 24, 2024
Revenue: |  |  |  |  |  |  |  |  |  |
On-Demand Talent | $ | 47,089 |  | $ | 64,162 |  |  |  |  | $ | 153,014 |  | $ | 213,085
Consulting | 52,597 |  | 55,828 |  |  |  |  | 168,265 |  | 171,731
Europe & Asia Pacific | 18,576 |  | 19,631 |  |  |  |  | 56,260 |  | 64,700
Outsourced Services | 9,367 |  | 9,375 |  |  |  |  | 28,284 |  | 27,859
All Other | 1,809 |  | 2,311 |  |  |  |  | 6,168 |  | 7,228
Total consolidated revenue | $ | 129,438 |  | $ | 151,307 |  |  |  |  | $ | 411,991 |  | $ | 484,603
Adjusted EBITDA: |  |  |  |  |  |  |  |  |  |
On-Demand Talent | $ | 2,567 |  | $ | 7,341 |  |  |  |  | $ | 10,731 |  | $ | 24,560
Consulting | 5,914 |  | 8,769 |  |  |  |  | 23,390 |  | 28,226
Europe & Asia Pacific | 841 |  | 1,342 |  |  |  |  | 2,549 |  | 4,747
Outsourced Services | 1,493 |  | 1,577 |  |  |  |  | 4,434 |  | 4,903
All Other | (727) |  | (244) |  |  |  |  | (1,720) |  | (707)
Unallocated items (1) | (8,437) |  | (7,999) |  |  |  |  | (25,757) |  | (23,336)
Adjustments: |  |  |  |  |  |  |  |  |  |
Stock-based compensation expense | (1,908) |  | (1,181) |  |  |  |  | (5,417) |  | (4,249)
Amortized ERP system costs (2) | (609) |  | — |  |  |  |  | (609) |  | —
Technology transformation costs (3) | (1,574) |  | (1,386) |  |  |  |  | (5,475) |  | (4,987)
Acquisition costs (4) | (492) |  | (156) |  |  |  |  | (2,296) |  | (1,282)
Goodwill impairment (5) | (42,039) |  | — |  |  |  |  | (125,376) |  | —
Gain on sale of assets (6) | — |  | — |  |  |  |  | 3,420 |  | —
Restructuring cost (7) | (2,905) |  | (1,643) |  |  |  |  | (3,157) |  | (3,898)
Amortization expense | (1,407) |  | (1,413) |  |  |  |  | (4,461) |  | (4,048)
Depreciation expense | (464) |  | (745) |  |  |  |  | (1,466) |  | (2,432)
Interest income, net | 106 |  | 225 |  |  |  |  | 469 |  | 830
(Loss) income before income tax benefit (expense) | (49,641) |  | 4,487 |  |  |  |  | (130,741) |  | 18,327
Income tax benefit (expense) | 5,589 |  | (1,937) |  |  |  |  | 12,267 |  | (7,765)
Net (loss) income | $ | (44,052) |  | $ | 2,550 |  |  |  |  | $ | (118,474) |  | $ | 10,562

(1) Unallocated items are generally comprised of u nallocated corporate administrative costs, including management and board compensation, corporate support function costs and other general corporate costs that are not allocated to segments.
(2) Amortized ERP system costs represent the amortization of capitalized technology transformation costs related to newly implemented Enterprise Resource Planning (ERP) system, which was recorded within Selling, General, and Administrative expenses on the Consolidated Statement of Operations.
(3) Technology transformation costs represent costs included in net income related to the Company’s initiative to upgrade its technology platform globally, including a cloud-based enterprise resource planning system and talent acquisition and management systems. Such costs primarily include hosting and certain other software licensing costs, third-party consulting fees and costs associated with dedicated internal resources that are not capitalized.
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(4) Acquisition costs primarily represent costs included in net income related to the Company’s business acquisitions. These costs include transaction bonuses, cash retention bonus accruals, and fees paid to the Company's broker, legal counsel, and other professional services firms. See Note 4 – Acquisitions in the Notes to Consolidated Financial Statements for further discussion.
(5) Goodwill impairment charges recognized during the three and nine months ended February 22, 2025 were related to the On-Demand Talent, Consulting and Europe Asia Pacific segments. See Note 6 – Goodwill and Intangible Assets in the Notes to Consolidated Financial Statements for further discussion.
(6) Gain on sale of assets was related to the Company’s sale of its Irvine office building, which was completed on August 15, 2024.
(7) The Company authorized the 2025 Restructuring Plan in December 2024. The 2023 U.S. restructuring plan was substantially completed during fiscal 2024.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of our financial condition, results of operations, and liquidity and capital resources for the three and nine months ended February 22, 2025 should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes and with our Annual Report on Form 10-K for the year ended May 25, 2024 filed with the Securities and Exchange Commission (“SEC”).
Forward-Looking Statements
This discussion and analysis contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to expectations concerning matters that are not historical facts. For example, statements discussing, among other things, expectations regarding our operating segments, expectations regarding the macroeconomic environment, expected costs and liabilities, business strategies, growth strategies and initiatives, acquisition strategies, future revenues and future performance, are forward-looking statements. Such forward-looking statements may be identified by words such as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “remain,” “should” or “will” or the negative of these terms or other comparable terminology. In this Quarterly Report on Form 10-Q, such statements include statements regarding our growth, operational and strategic plans.
Although we believe that we have a reasonable basis for each forward-looking statement contained in this report, these statements and all phases of our operations are subject to known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements and those of our industry to differ materially from those expressed or implied by these forward-looking statements. Risks and uncertainties include, but are not limited to, the following: risks related to an economic downturn or the continuation or deterioration of general and ongoing macroeconomic conditions, the highly competitive nature of the market for professional services, risks related to the loss of a significant number of our consultants, or an inability to attract and retain new consultants, the possible impact on our business from the loss of the services of one or more key members of our senior management, risks related to potential significant increases in wages or payroll-related costs, our ability to secure new projects from clients, our inability to adapt to a changing competitive landscape including for technological advancements, our ability to achieve or maintain a suitable pay/bill ratio, our ability to compete effectively in the competitive bidding process, risks related to unfavorable provisions in our contracts which may permit our clients to, among other things, terminate the contracts partially or completely at any time prior to completion, potential adverse effects to our and our clients’ liquidity and financial performances from bank failures or other events affecting financial institutions, risks arising from epidemic diseases or pandemics, our ability to realize the level of benefit that we expect from our restructuring and reorganizational initiatives, risks that our digital expansion and technology transformation efforts may not be successful, our ability to build an efficient support structure as our business continues to grow and transform, our ability to grow our business, manage our growth or sustain our current business, our ability to serve clients internationally, additional operational challenges from our international activities including due to social, political, regulatory, legal and economic risks in the countries and regions in which we operate, possible disruption of our business from our past and future acquisitions, the possibility that our recent rebranding efforts may not be successful, our potential inability to adequately protect our intellectual property rights, risks that our computer hardware and software and telecommunications systems are damaged, breached or interrupted, risks related to the failure to comply with data privacy laws and regulations and the adverse effect it may have on our reputation, results of operations or financial condition, our ability to comply with governmental, regulatory and legal requirements and company policies, the possible legal liability for damages resulting from the performance of projects by our consultants or for our clients’ mistreatment of our personnel, risks arising from changes in applicable tax laws or adverse results in tax audits or interpretations, the possible adverse effect on our business model from the reclassification of our independent contractors by foreign tax and regulatory authorities, the possible difficulty for a third party to acquire us and resulting depression of our stock price, the operating and financial restrictions from our credit facility, risks related to the variable rate of interest in our credit facility, the possibility that we are unable to or elect not to pay our quarterly dividend payment, and other factors and uncertainties as are identified in our most recent Annual Report on Form 10-K for the year ended May 25, 2024 and our other public filings made with the SEC (File No. 0-32113). Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business or operating results. Readers are cautioned not to place undue reliance on the forward-looking statements included herein, which speak only as of the date of this filing. We do not intend, and undertake no obligation, to update the forward-looking statements in this filing to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events, unless required by law to do so.
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References in this filing to “Resources Global Professionals,” the “Company,” “we,” “us,” and “our” refer to Resources Connection, Inc. and its subsidiaries.
Overview
Resources Global Professionals (“RGP,” “we" or “us”) is a professional services firm based in Dallas, Texas (with offices worldwide) focused on delivering consulting execution services that power clients’ operational needs and change initiatives utilizing a combination of bench and on-demand, expert and diverse talent. As a next-generation human capital partner for our clients, we specialize in leadership and co-delivery of enterprise initiatives typically precipitated by business transformation, strategic transactions or regulatory change. Our engagements are designed to leverage human connection and collaboration to deliver practical solutions and more impactful results that power our clients’, employees’ and partners’ success.
We attract top-caliber professionals with in-demand skill sets who seek a workplace environment characterized by choice and control, collaboration and human connection. The trends in today’s marketplace favor flexibility and agility as businesses confront transformation pressures and skilled labor shortages even in the face of protracted economic uncertainty. Our client engagement and talent delivery model offer speed and agility, strongly positioning us to help clients transform their businesses and workforce. Our model is especially relevant at a time where cost reduction initiatives drive an enhanced reliance on a flexible workforce to execute transformational projects.
We are laser-focused on driving long-term growth in our business by seizing favorable macro shifts in workforce strategies and preferences, building an efficient and scalable operating model, and maintaining a distinctive culture and approach to professional services. Our enterprise initiatives in recent years include refining the operating model for sales, talent and delivery to be more client-centric, cultivating a more robust performance culture by aligning incentives to business performance, enhancing our consulting capabilities in digital transformation to align with market demand, improving operating leverage through pricing and a more efficient cost structure, and driving growth through strategic acquisitions.
In May 2024, we reorganized our business into three distinct engagement models to create greater clarity for all stakeholders and to better serve our clients. By offering On-Demand Talent, Consulting, and Outsourced Services within one enterprise, we can deliver what clients want today – flexibility, value and integrated service solutions. We believe our focus and execution around this new operating model will serve as the foundation for growth ahead. As further described under Operating Results of Segments below, in connection with this reorganization, management completed an assessment of our operating segments and concluded that we now have five reportable segments comprising each of these engagement models (On-Demand Talent, Consulting, and Outsourced Services), Europe & Asia Pacific and All Other (which includes our Sitrick operating segment).
Fiscal 2025 Strategic Focus Areas
Building upon the foundation we established in fiscal 2024, we are continuing to execute the following enterprise growth drivers in fiscal 2025:
•Evolve and execute under our new business segments
•Launch and activate new brand identity; and
•Enhance digital and AI capabilities.
Evolve and execute under our new business segments – Our first area of focus for fiscal 2025 has been to evolve our business by focusing on three core engagement models: On-Demand Talent, Consulting, and Outsourced Services. Our On-Demand Talent business is branded “On-Demand by RGP TM,” our Consulting business is called “Veracity by RGP TM” and our Outsourced Services business is Countsy®. We expect this shift to reduce market and buyer confusion, enhance our ability to focus on our core strengths and areas of expertise, and provide greater optionality for our buying set to engage with RGP. This new organizational structure has enabled us to better serve our clients along their transformation journey by providing targeted skill sets, high value consulting services, and outsourced delivery under a single umbrella. Our approach combines flexibility, best of breed technology, and human-centered design with functional and subject matter expertise. This fiscal year, we have aimed to clarify and operationalize these models to unlock the cross selling of our diversified capabilities throughout our blue-chip, loyal and longstanding client base. Part of the growth plan for our consulting business includes leveraging On-Demand by RGP TM for greater financial flexibility and better skill set alignment. Our growing consulting capability provides us with deeper visibility into our clients’ transformation agendas to
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drive greater opportunity for our on-demand execution capabilities. In our outsourced services business, we have expanded Countsy’s total addressable market beyond the start-up ecosystem to serve the finance, accounting and human resources needs surrounding spin-outs and carve-outs. Europe and Asia has continued to operate in the geographic regions as one business segment, serving our clients with consulting capabilities and On-Demand Talent. Evolving our business through this reorganization ensures that we are well positioned to execute and succeed as the macro environment recovers.
Launch and activate new brand – Our second focus area for this fiscal year has been to launch and activate a new brand identity and brand architecture in the marketplace. The central objective behind our brand refresh was to clarify to stakeholders what we do, who we serve, when to call us, and the impact we deliver. Under this new architecture, RGP serves as an enterprise parent brand, representing a family of brands that are comprised of On-Demand by RGP TM, Veracity by RGP TM and Countsy by RGP TM. We have refreshed our digital properties to reflect our new brand identity and align them with our new brand architecture as part of this effort. We believe these changes will result in clarity around our full suite of capabilities and create greater understanding of the value we can bring to our clients across a broader spectrum.
Enhance digital and AI capabilities – Our third focus area for fiscal 2025 has been continuing to expand and enhance our technology, digital and data capabilities across all business units. The increased adoption of digital tools, remote work styles, generative artificial intelligence, and globalization is driving new areas of need within our client base. We are actively adding skilled on-demand and consulting professionals in areas such as technology migration, cybersecurity, data modernization and data privacy, and user experience to proactively meet these evolving client needs. Under the Veracity by RGP TM consulting business we are bringing together our digital transformation business and the deep functional expertise within RGP’s legacy Project Consulting Services (PCS) group. We believe this combined offering will uniquely position us to offer our clients integrated end-to-end consulting solutions in the digital arena.
On July 1, 2024, we acquired Reference Point LLC (“Reference Point”). See Note 4 – Acquisitions included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion about our acquisition of Reference Point. Reference Point is reported within the Consulting Services operating segment from the date of acquisition. With the addition of Reference Point, we are also now able to bring tailored technology and data modernization offerings to our many financial services industry clients.
Market Trends and Uncertainties
On a macro level, uncertain macroeconomic conditions including ambiguity around interest rates, softening labor markets, fluctuations in currency exchange rates, recent government and policy changes implemented in the United States, and tariff actions and uncertainties related to trade wars have created significant uncertainty in the global economy, volatility in the capital markets and recessionary pressures, which has adversely impacted our financial results. We expect these conditions will continue through at least the rest of fiscal 2025. While we are not able to fully predict the potential impact, we continue to see caution in professional services spending within our client base. Additionally, in connection with recent actions we have taken to execute on our diversified services strategy for long term growth and stability, we have experienced both voluntary and involuntary attrition, including within our sales team, which may affect our near-term revenue performance. If these conditions or impacts persist or if a prolonged economic downturn or recession develops, it could result in further decline in billable hours and negatively impact our bill rates which would adversely affect our financial results and operating cash flows.
Critical Accounting Policies and Estimates
The following discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are discussed in Note 2 – Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements included in Item 7 of Part II of our Fiscal Year 2024 Form 10-K, and in Note 2 – Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
The Company performed interim quantitative goodwill impairment assessments for its reporting units, each of which is also a reporting segment, during the three months ended February 22, 2025, November 23, 2024 and August 24, 2024, which resulted in pre-tax goodwill impairment charges of $42.0 million, $79.5 million and $3.9 million, respectively. During the third quarter of fiscal 2025, the Company continued to experience slow recovery in business performance within the On-Demand Talent and Consulting segments. As a result, the Company performed a goodwill impairment
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assessment for each of its reporting units with associated goodwill, in which the estimated fair values of each reporting unit were compared to its respective carrying amounts. Based on this assessment, the Company recorded a goodwill impairment charge of $12.4 million in the On-Demand Talent segment and $29.6 million for the Consulting segment for the third quarter of fiscal 2025.
In performing the goodwill impairment assessments, the Company considers the assumptions used in determining the estimated fair values of its reporting units to be reasonable and appropriate. However, the assumptions are complex and subjective, and additional adverse changes in a key assumption or a combination of key assumptions may significantly affect the Company’s assessment of the fair value and goodwill impairment. These assumptions include, among other things, a failure to meet expected earnings or other financial plans; changes in the discount rate, the terminal growth rate or tax rates; or significant changes in industry or economic trends. If the assumptions noted above adversely change, negative macroeconomic conditions worsen or the Company’s market capitalization decreases for a sustained period of time, the Company may be required to perform additional impairment analysis that could result in additional impairment charges and materially adversely affect the Company’s financial condition and results of operations. See Note 6 – Goodwill and Intangible Assets in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information about our goodwill impairment.
There have been no material changes in our critical accounting policies, or in the estimates and assumptions underlying those policies, from those described under the heading “Critical Accounting Policies and Estimates” in Item 7 of Part II of our Fiscal Year 2024 Form 10-K.
Non-GAAP Financial Measures
We use certain non-GAAP financial measures to assess our financial and operating performance that are not defined by or calculated in accordance with GAAP. A non-GAAP financial measure is defined as a numerical measure of a company’s financial performance that (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the comparable measure calculated and presented in accordance with GAAP in the Consolidated Statements of Operations; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the comparable GAAP measure so calculated and presented.
Our primary non-GAAP financial measures are listed below and reflect how we evaluate our operating results:
•Same-day constant currency revenue is adjusted for the following items:
◦Currency impact. In order to remove the impact of fluctuations in foreign currency exchange rates, we calculate same-day constant currency revenue, which represents the outcome that would have resulted had exchange rates in the current period been the same as those in effect in the comparable prior period.
◦Business days impact. In order to remove the fluctuations caused by comparable periods having a different number of business days, we calculate same-day revenue as current period revenue (adjusted for currency impact) divided by the number of business days in the current period, multiplied by the number of business days in the comparable prior period. The number of business days in each respective period is provided in the “Number of Business Days” section in the table below.
•EBITDA is calculated as net (loss) income before amortization expense, depreciation expense, interest and income taxes.
•Adjusted EBITDA is calculated as EBITDA excluding stock-based compensation expense, amortized ERP system costs, technology transformation costs, acquisition costs, goodwill impairment, gain on sale of assets and restructuring adjustments. We also present herein Adjusted EBITDA at the segment level as a measure used to assess the performance of our segments. Segment Adjusted EBITDA excludes certain shared corporate administrative costs that are not practical to allocate. See Note 14 – Segment Information and Enterprise Reporting in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.
•Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by revenue.
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Same-Day Constant Currency Revenue
Same-day constant currency revenue assists management in evaluating revenue trends on a more comparable and consistent basis. We believe this measure also provides more clarity to our investors in evaluating our core operating performance and facilitates a comparison of such performance from period to period. The following table presents a reconciliation of same-day constant currency revenue, a non-GAAP financial measure, to revenue as reported in the Consolidated Statements of Operations, the most directly comparable GAAP financial measure, by geography (in thousands, except number of business days).
Adjusted Revenue by Segment

| Three Months Ended
| February 22, 2025 |  | February 24, 2024
| (Unaudited) |  | (Unaudited)
| As reported (GAAP) |  | Currency impact |  | Business days impact |  | Same-day constant currency revenue |  | As reported (GAAP)
On-Demand Talent | $ | 47,089 |  |  | $ | 271 |  |  | $ | 1,596 |  | $ | 48,956 |  |  | $ | 64,162 |
Consulting | 52,597 |  |  | 333 |  |  | 1,731 |  |  | 54,661 |  |  | 55,828 |
Europe and Asia Pacific | 18,576 |  |  | 605 |  |  | 62 |  |  | 19,243 |  |  | 19,631 |
Outsourced Services | 9,367 |  |  | — |  | 318 |  | 9,685 |  |  | 9,375 |
All Other | 1,809 |  |  | — |  | 61 |  | 1,870 |  |  | 2,311 |
Total Consolidated | $ | 129,438 |  |  | $ | 1,209 |  |  | $ | 3,768 |  |  | $ | 134,415 |  |  | $ | 151,307 |

| Nine Months Ended
| February 22, 2025 |  | February 24, 2024
| (Unaudited) |  | (Unaudited)
| As reported (GAAP) |  | Currency impact |  | Business days impact |  | Same-day constant currency revenue |  | As reported (GAAP)
On-Demand Talent | $ | 153,014 |  |  | $ | 661 |  |  | $ | — |  | $ | 153,675 |  |  | $ | 213,085 |
Consulting | 168,265 |  |  | 658 |  |  | (78) |  |  | 168,845 |  |  | 171,731 |
Europe and Asia Pacific | 56,260 |  |  | 585 |  |  | 85 |  |  | 56,930 |  |  | 64,700 |
Outsourced Services | 28,284 |  |  | — |  | — |  | 28,284 |  |  | 27,859 |
All Other | 6,168 |  |  | — |  | — |  | 6,168 |  |  | 7,228 |
Total Consolidated | $ | 411,991 |  |  | $ | 1,904 |  |  | $ | 7 |  |  | $ | 413,902 |  |  | $ | 484,603 |

| Three Months Ended |  | Nine Months Ended
Number of Business Days | February 22, 2025 |  | February 24, 2024 |  | February 22, 2025 |  | February 24, 2024
| (Unaudited) |  | (Unaudited) |  | (Unaudited) |  | (Unaudited)
On-Demand Talent (1) | 59 |  | 61 |  | 186 |  | 186
Consulting (1) | 59 |  | 61 |  | 186 |  | 186
Europe & Asia (2) | 62 |  | 62 |  | 188 |  | 188
Outsourced Services (1) | 59 |  | 61 |  | 186 |  | 186
All Other (1) | 59 |  | 61 |  | 186 |  | 186

(1) This represents the number of business days in the U.S.
(2) The business days in international regions represent the weighted-average number of business days.
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EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin assist management in assessing our core operating performance. We also believe these measures provide investors with a useful perspective on underlying business results and trends and facilitate a comparison of our performance from period to period. The following table presents EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin for the periods indicated and includes a reconciliation of such measures to net (loss) income and net (loss) income margin, the most directly comparable GAAP financial measures (in thousands, except percentages):

| Three Months Ended |  | Nine Months Ended |  |
| February 22, 2025 |  | % of Revenue |  | February 24, 2024 |  | % of Revenue |  | February 22, 2025 |  | % of Revenue |  | February 24, 2024 |  | % of Revenue |  |  |  |  |  |  |  |
| (Unaudited) |  | (Unaudited) |  | (Unaudited) |  | (Unaudited) |  |  |  |
Net (loss) income | $ | (44,052) |  |  | (34.0 | %) |  | $ | 2,550 |  |  | 1.7 | % |  | $ | (118,474) |  |  | (28.8 | %) |  | $ | 10,562 |  |  | 2.2 | % |  |  |  |  |  |  |  |
Adjustments: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Amortization expense | 1,407 |  |  | 1.1 | % |  | 1,413 |  |  | 0.9 | % |  | 4,461 |  |  | 1.1 | % |  | 4,048 |  |  | 0.8 | % |  |  |  |  |  |  |  |
Depreciation expense | 464 |  |  | 0.4 | % |  | 745 |  |  | 0.5 | % |  | 1,466 |  |  | 0.4 | % |  | 2,432 |  |  | 0.5 | % |  |  |  |  |  |  |  |
Interest income, net | (106) |  |  | (0.1 | %) |  | (225) |  |  | (0.2 | %) |  | (469) |  |  | (0.1 | %) |  | (830) |  |  | (0.2 | %) |  |  |  |  |  |  |  |
Income tax (benefit) expense | (5,589) |  |  | (4.3 | %) |  | 1,937 |  |  | 1.3 | % |  | (12,267) |  |  | (3.0 | %) |  | 7,765 |  |  | 1.6 | % |  |  |  |  |  |  |  |
EBITDA | (47,876) |  |  | (37.0 | %) |  | 6,420 |  |  | 4.2 | % |  | (125,283) |  |  | (30.4 | %) |  | 23,977 |  |  | 4.9 | % |  |  |  |  |  |  |  |
Stock-based compensation expense | 1,908 |  |  | 1.5 | % |  | 1,181 |  |  | 0.8 | % |  | 5,417 |  |  | 1.3 | % |  | 4,249 |  |  | 0.9 | % |  |  |  |  |  |  |  |
Amortized ERP system costs (1) | 609 |  |  | 0.5 | % |  | — |  |  | — | % |  | 609 |  |  | 0.1 | % |  | — |  |  | — | % |  |  |  |  |  |  |  |
Technology transformation costs (2) | 1,574 |  |  | 1.2 | % |  | 1,386 |  |  | 0.9 | % |  | 5,475 |  |  | 1.3 | % |  | 4,987 |  |  | 1.0 | % |  |  |  |  |  |  |  |
Acquisition costs (3) | 492 |  |  | 0.4 | % |  | 156 |  |  | 0.1 | % |  | 2,296 |  |  | 0.6 | % |  | 1,282 |  |  | 0.3 | % |  |  |  |  |  |  |  |
Goodwill Impairment (4) | 42,039 |  |  | 32.5 | % |  | — |  |  | — | % |  | 125,376 |  |  | 30.4 | % |  | — |  |  | — | % |  |  |  |  |  |  |  |
Gain on sale of assets (5) | — |  |  | — | % |  | — |  |  | — | % |  | (3,420) |  |  | (0.8) | % |  | — |  |  | — | % |  |  |  |  |  |  |  |
Restructuring cost (6) | 2,905 |  |  | 2.2 | % |  | 1,643 |  |  | 1.1 | % |  | 3,157 |  |  | 0.8 | % |  | 3,898 |  |  | 0.8 | % |  |  |  |  |  |  |  |
Adjusted EBITDA | $ | 1,651 |  |  | 1.3 | % |  | $ | 10,786 |  |  | 7.1 | % |  | $ | 13,627 |  |  | 3.3 | % |  | $ | 38,393 |  |  | 7.9 | % |  |  |  |  |  |  |  |

(1)Amortized ERP system costs represent the amortization of capitalized technology transformation costs related to newly implemented Enterprise Resource Planning (ERP) system, which was recorded within Selling, General, and Administrative expenses on the Consolidated Statement of Operations.
(2)Technology transformation costs represent costs included in net income related to our initiative to upgrade our technology platform globally, including a cloud-based enterprise resource planning system and talent acquisition and management systems. Such costs primarily include hosting and certain other software licensing costs, third-party consulting fees and costs associated with dedicated internal resources that are not capitalized.
(3)Acquisition costs primarily represent costs included in net income related to our business acquisition. These costs include transaction bonuses, cash retention bonus accruals, and fees paid to the Company's broker, legal counsel, and other professional services firms. See Note 4 – Acquisitions in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion about this acquisition.
(4)Goodwill impairment charges recognized during the three and nine months ended February 22, 2025 were related to the On-Demand Talent, Consulting and, for the nine-month period only, Europe and Asia Pacific segments.
(5) Gain on sale of assets was related to the Company’s sale of its Irvine office building, which was completed on August 15, 2024.
(6) The Company authorized the 2025 Restructuring Plan in December 2024. The 2023 U.S. restructuring plan was substantially completed during fiscal 2024.
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Our non-GAAP financial measures are not measurements of financial performance or liquidity under GAAP and should not be considered in isolation or construed as substitutes for revenue, net income or other measures of financial performance or financial condition prepared in accordance with GAAP for purposes of analyzing our revenue, profitability or liquidity. Further, a limitation of our non-GAAP financial measures is that they exclude items detailed above that have an impact on our GAAP reported results. Other companies in our industry may calculate these non-GAAP financial measures differently than we do, limiting their usefulness as a comparative measure. Because of these limitations, these non-GAAP financial measures should not be considered a substitute but rather considered in addition to performance measures calculated in accordance with GAAP.
Results of Operations
The following table sets forth our Consolidated Statements of Operations data for the three and nine months ended February 22, 2025 and February 24, 2024. These historical results are not necessarily indicative of future results. Our operating results for the periods indicated are expressed as a percentage of revenue (in thousands, except percentages).

| Three Months Ended |  | Nine Months Ended |  |
| February 22, 2025 |  | % of Revenue (1) |  | February 24, 2024 |  | % of Revenue (1) |  | February 22, 2025 |  | % of Revenue (1) |  | February 24, 2024 |  | % of Revenue (1) |  |  |  |  |  |  |  |
| (Unaudited) |  | (Unaudited) |  | (Unaudited) |  | (Unaudited) |  |  |  |
Revenue | $ | 129,438 |  |  | 100.0 | % |  | $ | 151,307 |  |  | 100.0 | % |  | $ | 411,991 |  |  | 100.0 | % |  | $ | 484,603 |  |  | 100.0 | % |  |  |  |  |  |  |  |
Direct cost of services | 84,064 |  |  | 64.9 | % |  | 95,299 |  |  | 63.0 | % |  | 260,544 |  |  | 63.2 | % |  | 298,118 |  |  | 61.5 | % |  |  |  |  |  |  |  |
Gross profit | 45,374 |  |  | 35.1 | % |  | 56,008 |  |  | 37.0 | % |  | 151,447 |  |  | 36.8 | % |  | 186,485 |  |  | 38.5 | % |  |  |  |  |  |  |  |
Selling, general and administrative expenses | 51,189 |  |  | 39.5 | % |  | 49,589 |  |  | 32.8 | % |  | 151,404 |  |  | 36.7 | % |  | 162,514 |  |  | 33.5 | % |  |  |  |  |  |  |  |
Goodwill impairment | 42,039 |  |  | 32.5 | % |  | — |  |  | — | % |  | 125,376 |  |  | 30.4 | % |  | — |  |  | — | % |  |  |  |  |  |  |  |
Amortization expense | 1,407 |  |  | 1.1 | % |  | 1,413 |  |  | 0.9 | % |  | 4,461 |  |  | 1.1 | % |  | 4,048 |  |  | 0.8 | % |  |  |  |  |  |  |  |
Depreciation expense | 464 |  |  | 0.4 | % |  | 745 |  |  | 0.5 | % |  | 1,466 |  |  | 0.4 | % |  | 2,432 |  |  | 0.5 | % |  |  |  |  |  |  |  |
(Loss) income from operations | (49,725) |  | (38.4 | %) |  | 4,261 |  |  | 2.8 | % |  | (131,260) |  |  | (31.8 | %) |  | 17,491 |  |  | 3.7 | % |  |  |  |  |  |  |  |
Interest income, net | (106) |  | — | % |  | (225) |  | (0.2 | %) |  | (469) |  |  | (0.1 | %) |  | (830) |  |  | (0.2 | %) |  |  |  |  |  |  |  |
Other expense (income) | 22 |  | — | % |  | (1) |  | — | % |  | (50) |  |  | — | % |  | (6) |  |  | — | % |  |  |  |  |  |  |  |
(Loss) income before income tax expense | (49,641) |  | (38.4 | %) |  | 4,487 |  |  | 3.0 | % |  | (130,741) |  |  | (31.7 | %) |  | 18,327 |  |  | 3.9 | % |  |  |  |  |  |  |  |
Income tax (benefit) expense | (5,589) |  |  | (4.3 | %) |  | 1,937 |  |  | 1.3 | % |  | (12,267) |  |  | (2.9 | %) |  | 7,765 |  |  | 1.6 | % |  |  |  |  |  |  |  |
Net (loss) income | $ | (44,052) |  | (34.0 | %) |  | $ | 2,550 |  |  | 1.7 | % |  | $ | (118,474) |  |  | (28.8 | %) |  | $ | 10,562 |  |  | 2.3 | % |  |  |  |  |  |  |  |

(1)The percentage of revenue may not foot due to rounding.
Consolidated Operating Results – Three Months Ended February 22, 2025 Compared to Three Months Ended February 24, 2024
Revenue. Revenue decreased $21.9 million, or 14.5%, to $129.4 million in the third quarter of fiscal 2025 from $151.3 million in the third quarter of fiscal 2024. On a same-day constant currency basis, revenue decreased by $16.9 million, or 11.2%. The demand environment remained choppy and has not shown consistent signs of improving. Clients continued to be cautious and selective about moving forward with transformation projects or filling professional interim roles. In addition, the mid-week timing of both the Christmas and New Year's holidays caused a more significant impact on the third quarter revenue compared to the prior year fiscal quarter. Compared to the prior year quarter, billable hours decreased by 17.0%, while the average bill rate increased by 3.4% (or 4.2% on a constant currency basis). The year-over-year improvement in average bill rate is attributable to an ongoing focus on value-based pricing, and a shift in revenue mix towards higher value consulting projects. Additionally, average bill rates continue to reflect the global revenue mix, which currently includes a higher proportion of revenue generated in Asia Pacific, where bill rates are significantly lower than in the United States (“U.S.”) and Europe.
Direct Cost of Services. Direct cost of services decreased $11.2 million, or 11.8%, to $84.1 million for the third quarter of fiscal 2025 from $95.3 million in the third quarter of fiscal 2024. The decrease in direct cost of services was
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primarily attributable to a 17.0% decline in billable hours as a result of reduced client spending as noted above, while the average pay rate remained steady (or increased by 1.7% on a constant currency basis) during the quarter ended February 22, 2025 compared to the prior year quarter.
Direct cost of services as a percentage of revenue was 64.9% for the third quarter of fiscal 2025 compared to 63.0% for the third quarter of fiscal 2024. The increased percentage compared to the prior year quarter was primarily due to additional holiday pay on Thanksgiving in the third quarter of fiscal 2025. In addition, the mid-week timing of both the Christmas and New Year’s holidays caused lower utilization of our salaried consultants. These adverse impact was partially offset by an improved pay/bill ratio. We continue to seek improvement in the overall pay/bill ratio and indirect cost leverage through strategic pricing, while offering competitive compensation and benefits to our consultants to attract and retain the best talent in the marketplace.
The number of consultants on assignment at the end of the third quarter of fiscal 2025 was 2,514 compared to 2,765 at the end of the third quarter of fiscal 2024.
Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) was $51.2 million, or 39.5% of revenue, for the third quarter of fiscal 2025 compared to $49.6 million, or 32.8% of revenue, for the third quarter of fiscal 2024. The $1.6 million increase in SG&A year-over-year was primarily driven by a $1.3 million increase in employee termination benefits associated with the December 2024 reduction in force, intended to enhance efficiencies through reduced costs and streamlined operations (the “2025 Restructuring Plan”), and a $1.1 million increase in computer software expenses primarily associated with our technology transformation initiative. These increases were partially offset by a $1.2 million decrease in employee compensation expense partially as a result of the reduction in force.
Management and administrative headcount was 722 at the end of the third quarter of fiscal 2025 and 830 at the end of the third quarter of fiscal 2024. Management and administrative headcount includes full time equivalent headcount for our seller-doer group, a consulting term for a professional who balances business development activities with billable work for clients, which is determined by utilization levels achieved by the seller-doers. Any unutilized time is converted to full time equivalent management and administrative headcount.
Goodwill Impairment. During the third quarter of fiscal 2025, due to the slow recovery in business performance within the Company’s On-Demand Talent and Consulting segments, the Company conducted a goodwill impairment analysis and recorded a non-cash impairment charge of $42.0 million, which included $12.4 million for the On-Demand Talent segment and $29.6 million for the Consulting segment. See Note 6 – Goodwill and Intangible Assets in the Notes to Consolidated Financial Statements for further information.
Income Taxes. Income tax benefit was $5.6 million, reflecting an effective tax rate of 11.3%, for the third quarter of fiscal 2025 compared to an income tax expense of $1.9 million, or an effective tax rate of 43.2%, for the third quarter of fiscal 2024. We record tax expense based upon actual results versus a forecasted tax rate because of the volatility in our international operations that span numerous tax jurisdictions. The income tax benefit in the quarter ended February 22, 2025 was primarily attributed to the Company’s pretax loss. The lower effective tax rate in the third quarter of fiscal 2025 was due to the non-deductible portion of the goodwill impairment, coupled with the $2.2 million establishment of a valuation allowance on the Company’s UK entity. The higher effective tax rate in the third quarter of fiscal 2024 resulted largely from a lower pretax income base increasing the tax expense ratio.
We recognized a tax benefit of approximately $0.2 million and $0.1 million during the third quarter of fiscal 2025 and fiscal 2024, respectively, associated with the exercise of nonqualified stock options, vesting of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance-based stock units (“PSUs”), and disqualifying dispositions by employees of shares acquired under the Company's Employee Stock Purchase Plan (“ESPP”).
Periodically, we review the components of both book and taxable income to prepare the tax provision. There can be no assurance that our effective tax rate will remain constant in the future because of the lower benefit from the U.S. statutory rate for losses in certain foreign jurisdictions, the limitation on the benefit for losses in jurisdictions in which a valuation allowance for operating loss carryforwards has previously been established, and the unpredictability of timing and the amount of disqualifying dispositions of certain stock options.
Consolidated Operating Results – Nine Months Ended February 22, 2025 Compared to Nine Months Ended February 24, 2024
Revenue. Revenue decreased $72.6 million, or 15.0%, to $412.0 million for the nine months ended February 22, 2025 from $484.6 million for the nine months ended February 24, 2024. On a same-day constant currency basis, revenue
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for the nine months ended February 22, 2025 decreased by $70.7 million, or 14.6%, compared to the nine months ended February 24, 2024. The decrease is primarily due to reduced client spending across a majority of our markets, client segments and solution offerings as a result of the persistently challenging global macroeconomic environment. The time to close opportunities in the pipeline continued to be protracted, typical in a tougher macro environment when clients are more hesitant to spend on professional services. Billable hours decreased by 14.4% and the average bill rate decreased by 0.8% (or remained flat on a constant currency basis) from the nine months ended February 24, 2024.
Direct Cost of Services. Direct cost of services decreased $37.6 million, or 12.6%, to $260.5 million for the nine months ended February 22, 2025 from $298.1 million for the nine months ended February 24, 2024. The decrease in direct cost of services was primarily attributable to a 14.4% decline in billable hours as a result of reduced client spending as noted above while the average pay rate remained flat (or increased by 1.7% on a constant currency basis) in the nine months ended February 22, 2025 compared to the nine months ended February 24, 2024.
Direct cost of services as a percentage of revenue was 63.2% for the nine months ended February 22, 2025 c ompared to 61.5% for the nine months ended February 24, 2024. The increased percentage compared to the prior year period was primarily due to a 40 basis point increase (or 80 basis point increase on a constant currency basis) in the pay/bill ratio, lower utilization of salaried consultants and less favorable leverage on cost of services as a result of lower revenue.
Selling, General and Administrative Expenses. SG&A was $151.4 million, or 36.7% of revenue, for the nine months ended February 22, 2025 compared to $162.5 million, or 33.5% of revenue, for the nine months ended February 24, 2024. The $11.1 million decrease in SG&A year-over-year was primarily attributed to lower employee compensation expense of $9.2 million largely resulting from the restructuring plans and ongoing alignment of resource capacity to demand, a $3.4 million gain on the sale of the Irvine office building, and a decrease of $1.1 million of marketing expenses. These reductions were partially offset by an increase of $1.3 million in computer software and certain professional services fees, a $1.2 million increase in stock-based compensation expenses related to new equity awards granted, and a $1.0 million increase in costs related to acquisitions.
Goodwill Impairment. During the first quarter of fiscal 2025, the Company completed a goodwill impairment assessment concurrent with its segment change and concluded that the carrying value of the Europe and Asia Pacific segment was in excess of its fair value. As a result, the Company recorded a non-cash impairment charge of $3.9 million. During the second quarter of fiscal 2025, in light of a decline in the Company's market capitalization, along with slower than expected recovery in business performance within the Company’s On-Demand Talent segment and Europe and Asia Pacific segment, the Company conducted a goodwill impairment analysis and recorded a non-cash impairment charge of $79.5 million in the On-Demand Talent and Europe and Asia Pacific segments. During the third quarter of fiscal 2025, due to the slow recovery in business performance within the Company’s On-Demand Talent segment and Consulting segment, the Company conducted a goodwill impairment analysis and recorded a non-cash impairment charge of $42.0 million. See Note 6 – Goodwill and Intangible Assets in the Notes to Consolidated Financial Statements for further information.
Income Taxes. Income tax benefit was $12.3 million, reflecting an effective tax rate of 9.4%, for the nine months ended February 22, 2025 compared to income tax expense of $7.8 million, or an effective tax rate of 42.4%, for the nine months ended February 24, 2024. We record tax expense based upon actual results versus a forecasted tax rate because of the volatility in our international operations that span numerous tax jurisdictions. The income tax benefit in the nine months ended February 22, 2025 was primarily attributed to the Company’s pretax loss. The lower effective tax rate in the nine months ended February 22, 2025 was due to the non-deductible portion of the goodwill impairment, coupled with the $2.2 million establishment of a valuation allowance on the Company’s UK entity. The higher effective tax rate in the nine months ended February 24, 2024 was attributed primarily to a nonrecurring increase in forfeiture of stock options, coupled with the capitalization of acquisition related costs for tax purposes.
The Company recognized a tax benefit of approximately $1.5 million and $1.3 million for the nine months ended February 22, 2025 and February 24, 2024, respectively, associated with the exercise of nonqualified stock options, vesting of RSAs, RSUs, PSUs, and disqualifying dispositions by employees of shares acquired under the ESPP.
Comparability of Quarterly Results. Our quarterly results have fluctuated in the past and we believe they will continue to do so in the future. Certain factors that could affect our quarterly operating results are described in Part I, Item 1A of our Fiscal Year 2024 Form 10-K and our other public filings made with the SEC. Due to these and other factors, we believe quarter-to-quarter comparisons of our results of operations may not be meaningful indicators of future performance.
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Operating Results of Segments
During the first quarter of fiscal 2025, the Company identified the following newly defined operating segments:
•On-Demand Talent – operating under the On-Demand by RGP TM brand, this segment provides businesses with a go-to source for bringing in experts when they need them.
•Consulting – operating under the Veracity by RGP TM brand, this segment drives transformation across people, processes and technology across domain areas including finance, technology and digital, risk and compliance and supply chain transformation.
•Europe & Asia Pacific – is a geographically defined segment that offers both on-demand and consulting services (excluding the digital consulting business, which is included in our Consulting segment) to clients throughout Europe and Asia Pacific.
•Outsourced Services – operating under the Countsy by RGP™ brand, this segment offers finance, accounting and HR services provided to startups, spinouts and scale-up enterprises, utilizing a technology platform and fractional team.
•Sitrick – a crisis communications and public relations firm that operates under the Sitrick brand, providing corporate, financial, transactional and crisis communication and management services.
Our reportable segments are comprised of On-Demand Talent, Consulting, Outsourced Services, and Europe & Asia Pacific. Sitrick does not individually meet the quantitative thresholds to qualify as a reportable segment. Therefore, Sitrick is disclosed under the “All Other” Segment. All prior year periods presented were recast to reflect the impact of the preceding segment changes. On July 1, 2024, we acquired Reference Point, which is reported within the Consulting operating segment from the date of acquisition.
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The following table presents our operating results by segment for the three and nine months ended February 22, 2025 and February 24, 2024, respectively (in thousands, except percentages and average bill rates).

| Three Months Ended |  | Nine Months Ended
| February 22, 2025 |  | % of Revenue (1) |  | February 24, 2024 |  | % of Revenue (1) |  | February 22, 2025 |  | % of Revenue (1) |  | February 24, 2024 |  | % of Revenue (1)
Adjusted EBITDA: | (Unaudited) |  | (Unaudited) |  | (Unaudited) |  | (Unaudited)
On-Demand Talent | $ | 2,567 |  | 5.5% |  | $ | 7,341 |  | 11.4% |  | $ | 10,731 |  | 7.0% |  | $ | 24,560 |  | 11.5%
Consulting | 5,914 |  | 11.2% |  | 8,769 |  | 15.7% |  | 23,390 |  | 13.9% |  | 28,226 |  | 16.4%
Europe & Asia Pacific | 841 |  | 4.5% |  | 1,342 |  | 6.8% |  | 2,549 |  | 4.5% |  | 4,747 |  | 7.3%
Outsourced Services | 1,493 |  | 15.9% |  | 1,577 |  | 16.8% |  | 4,434 |  | 15.7% |  | 4,903 |  | 17.6%
All Other | (727) |  | (40.2 | %) |  | (244) |  | (10.6 | %) |  | (1,720) |  | (27.9 | %) |  | (707) |  | (9.8 | %)
Unallocated items (2) | (8,437) |  |  |  | (7,999) |  |  |  | (25,757) |  |  |  | (23,336) |  |
Adjustments: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Stock-based compensation expense | (1,908) |  |  |  | (1,181) |  |  |  | (5,417) |  |  |  | (4,249) |  |
Amortized ERP system costs (3) | (609) |  |  |  | — |  |  |  | (609) |  |  |  | — |  |
Technology transformation costs (4) | (1,574) |  |  |  | (1,386) |  |  |  | (5,475) |  |  |  | (4,987) |  |
Acquisition costs (5) | (492) |  |  |  | (156) |  |  |  | (2,296) |  |  |  | (1,282) |  |
Goodwill impairment (6) | (42,039) |  |  |  | — |  |  |  | (125,376) |  |  |  | — |  |
Gain on sale of assets (7) | — |  |  |  | — |  |  |  | 3,420 |  |  |  | — |  |
Restructuring cost (8) | (2,905) |  |  |  | (1,643) |  |  |  | (3,157) |  |  |  | (3,898) |  |
Amortization expense | (1,407) |  |  |  | (1,413) |  |  |  | (4,461) |  |  |  | (4,048) |  |
Depreciation expense | (464) |  |  |  | (745) |  |  |  | (1,466) |  |  |  | (2,432) |  |
Interest income, net | 106 |  |  |  | 225 |  |  |  | 469 |  |  |  | 830 |  |
(Loss) income before income tax benefit (expense) | (49,641) |  |  |  | 4,487 |  |  |  | (130,741) |  |  |  | 18,327 |  |
Income tax benefit (expense) | 5,589 |  |  |  | (1,937) |  |  |  | 12,267 |  |  |  | (7,765) |  |
Net (loss) income | $ | (44,052) |  |  |  | $ | 2,550 |  |  |  | $ | (118,474) |  |  |  | $ | 10,562 |  |

(1)Segment Adjusted EBITDA Margin is calculated by dividing segment Adjusted EBITDA by segment revenue.
(2) Unallocated items are generally comprised of u nallocated corporate administrative costs, including management and board compensation, corporate support function costs and other general corporate costs that are not allocated to segments.
(3) Amortized ERP system costs represent the amortization of capitalized technology transformation costs related to newly implemented Enterprise Resource Planning (ERP) system, which was recorded within Selling, General, and Administrative expenses on the Consolidated Statement of Operations.
(4) Technology transformation costs represent costs included in net income related to our initiative to upgrade its technology platform globally, including a cloud-based enterprise resource planning system and talent acquisition and management systems. Such costs primarily include hosting and certain other software licensing costs, third-party consulting fees and costs associated with dedicated internal resources that are not capitalized.
(5) Acquisition costs primarily represent costs included in net income related to our business acquisition. These costs include transaction bonuses, cash retention bonus accruals, and fees paid to the Company's broker, legal counsel, and other professional services firms.
(6) Goodwill impairment charges recognized during the three and nine months ended February 22, 2025 were related to the On-Demand Talent, Consulting, and, for the nine-month period only, Europe and Asia Pacific segments. See Note 6 – Goodwill and Intangible Assets in the Notes to Consolidated Financial Statements for further discussion.
(7) Gain on sale of assets was related to the Company’s sale of its Irvine office building, which was completed on August 15, 2024.
(8) The Company authorized the 2025 Restructuring Plan in December 2024. The 2023 U.S. restructuring plan was substantially completed during fiscal 2024.
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Revenue by Segment
On-Demand Talent – Revenue in the On-Demand Talent segment declined by $17.1 million or 26.6%, to $47.1 million in the third quarter of fiscal 2025 compared to $64.2 million in the third quarter of fiscal 2024. The decline was primarily due to lower demand across solution areas amongst economic uncertainty, with billable hours decreasing by 24.8% and a 2.1% (or 1.4% on a constant currency basis) decline in average bill rate. Demand for interim support remained challenged in the third quarter due in part to the labor market trend with less talent movement across employers, which has historically been a generator for demand in this segment. For the nine months ended February 22, 2025, On-Demand Talent segment revenue decreased by $60.1 million or 28.2%, to $153.0 million compared to $213.1 million for the nine months ended February 24, 2024, primarily as a result of a 25.7% decrease in billable hours and a 2.8% (also 2.8% on a constant currency basis) decrease in average bill rate due to revenue mix weighing more heavily in Mexico.
Consulting – Revenue in the Consulting segment declined by $3.2 million or 5.8%, to $52.6 million in the third quarter of fiscal 2025 compared to $55.8 million in the third quarter of fiscal 2024. The decline was primarily due to an 18.8% decrease in billable hours, partially offset by a 12.8% (or 13.5% on a constant currency basis) increase in the average bill rate largely as a result of the Company’s value-based pricing initiative as well as a change in geographic revenue mix. Additionally, the current quarter results include the addition of Reference Point (acquired in the first fiscal quarter of 2025) which carries a significantly higher average bill rate. Reference Point contributed $4.0 million of revenue during the third fiscal quarter of 2025. For the nine months ended February 22, 2025, Consulting segment revenue decreased by $3.5 million or 2.0%, to $168.3 million compared to $171.7 million for the nine months ended February 24, 2024, primarily as a result of a 8.2% decrease in billable hours partially offset by a 6.3% (or 6.3% on a constant currency basis) increase in average bill rate. Reference Point contributed $11.5 million of revenue during the nine months ended February 22, 2025.
Europe and Asia Pacific – Revenue in the Europe and Asia Pacific segment declined by $1.1 million or 5.4%, to $18.6 million in the third quarter of fiscal 2025 compared to $19.6 million in the third quarter of fiscal 2024. The decline was primarily due to a 5.5% decrease in billable hours, which was offset by a 1.7% (or 5.2% on a constant currency basis) increase in the average bill rate largely as a result of the Company’s value-based pricing initiative as well as a change in geographic revenue mix. The regions continued to experience delays in decision making and project starts as clients sorted through their own organizational challenges amidst economic uncertainty. For the nine months ended February 22, 2025, Europe and Asia Pacific segment revenue decreased by $8.4 million or 13.0%, to $56.3 million compared to $64.7 million for the nine months ended February 24, 2024, primarily as a result of a 6.2% decrease in billable hours and a 6.5% (or 6.5% on a constant currency basis) decrease in average bill rate. Pricing competition remained fierce across the regions, from the Big 4 firms as well as local boutique firms. Additionally, this segment has seen a higher proportion of revenue in Asia Pacific in the third quarter of fiscal 2025, which carries significantly lower average bill rates.
Outsourced Services – Revenue in the Outsourced Services segment remained flat at $9.4 million compared to the prior year quarter. Both billable hours and average bill rates remained steady. For the nine months ended February 22, 2025, Outsourced Services segment revenue increased by $0.4 million or 1.5%, to $28.3 million compared to $27.9 million for the nine months ended February 24, 2024, primarily as a result of an 0.8% increase in billable hours while the average bill rate year-over-year remained flat.
All Other – Revenue in the All Other segment declined by $0.5 million or 21.7% to $1.8 million in the third quarter of fiscal 2025 compared to $2.3 million in the prior year quarter. The billable hours decreased by 31.9%, partially offset by an increase in average bill rate by 6.1%, partially due to lower fee discounts. For the nine months ended February 22, 2025, All Other segment revenue decreased by $1.1 million or 14.7%, to $6.2 million compared to $7.2 million for the nine months ended February 24, 2024. The billable hours decreased by 26.7% partially offset by an increase in average bill rate by 15.9%.
Adjusted EBITDA by Segment
On-Demand Talent – The On-Demand Talent segment’s Adjusted EBITDA decreased by $4.8 million or 65.0%, to $2.6 million for the third quarter of fiscal 2025, compared to $7.3 million for the third quarter of fiscal 2024. Compared to the prior year quarter, revenue decreased $17.1 million for the third quarter of fiscal 2025, which was partially offset by the decrease in the related cost of services of $10.3 million. Additionally, SG&A costs decreased by $2.0 million for the third quarter of fiscal 2025 as compared to the third quarter of fiscal 2024 primarily due to a decrease in employee compensation expense.
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For the nine months ended February 22, 2025, the On-Demand Talent segment’s Adjusted EBITDA decreased by $13.8 million or 56.3%, to $10.7 million, compared to $24.6 million for the nine months ended February 24, 2024. Compared to the prior year period, revenue decreased by $60.1 million, which was partially offset by the decrease in the related cost of services of $35.9 million. Additionally, SG&A costs decreased by $10.3 million for the nine months ended February 22, 2025 as compared to the nine months ended February 24, 2024 primarily due to decreases in employee compensation expense.
Consulting – The Consulting segment’s Adjusted EBITDA decreased by $2.9 million or 32.6%, to $5.9 million for the third quarter of fiscal 2025, compared to $8.8 million for the third quarter of fiscal 2024. Compared to the prior year quarter, revenue decreased by $3.2 million, which was partially offset by the decrease in the related cost of services of $0.6 million. Additionally, SG&A costs increased by $0.2 million for the third quarter of fiscal 2025 as compared to the third quarter of fiscal 2024 primarily due to an increase in general and administrative expenses.
For the nine months ended February 22, 2025, the Consulting segment’s Adjusted EBITDA decreased by $4.8 million or 17.1%, to $23.4 million, compared to $28.2 million for the nine months ended February 24, 2024. Compared to the prior year period, revenue decreased by $3.5 million and the related cost of services increased by $2.3 million compared to the prior year period. Partially offsetting the adverse impact from revenue and cost of services, SG&A costs decreased by $1.0 million for the nine months ended February 22, 2025 as compared to the nine months ended February 24, 2024 primarily due to the decrease in employee compensation expense.
Europe & Asia Pacific – The Europe & Asia Pacific segment’s Adjusted EBITDA decreased by $0.5 million or 37.3%, to $0.8 million for the third quarter of fiscal 2025, compared to $1.3 million for the third quarter of fiscal 2024. Compared to the prior year quarter, revenue decreased $1.1 million, which was partially offset by the decrease in the related cost of services of $0.4 million. Additionally, SG&A costs decreased by $0.2 million for the third quarter of fiscal 2025 as compared to the third quarter of fiscal 2024 primarily due to decreases in business expenses.
For the nine months ended February 22, 2025, the Europe & Asia Pacific segment’s Adjusted EBITDA decreased by $2.2 million or 46.3%, to $2.5 million, compared to $4.7 million for the nine months ended February 24, 2024. Compared to the prior year period, revenue decreased $8.4 million, which was partially offset by the decrease in the related cost of services of $4.7 million. Additionally, SG&A costs decreased by $1.5 million for the nine months ended February 22, 2025 as compared to the nine months ended February 24, 2024 primarily due to decreases in employee compensation expense.
Outsourced Services – The Outsourced Services segment’s Adjusted EBITDA of $1.5 million in the third quarter of fiscal 2025 remained relatively flat compared to the third quarter of fiscal 2024.
For the nine months ended February 22, 2025, the Outsourced Services segment's Adjusted EBITDA declined by $0.5 million or 9.6%, to $4.4 million compared to $4.9 million for the nine months ended February 24, 2024 due to an increase in cost of services.
All Other – The All Other segment's Adjusted EBITDA declined by $0.5 million or 198.0% to $(0.7) million compared to $(0.2) million for the third quarter of fiscal 2024 due to lower revenue performance.
For the nine months ended February 22, 2025, the All Other segment declined by $1.0 million or 143.3%, to $(1.7) million compared to $(0.7) million for the nine months ended February 24, 2024 due to lower revenue performance.
Liquidity and Capital Resources
Our primary sources of liquidity are cash provided by operating activities, our $175.0 million senior secured revolving credit facility (as discussed further below) and historically, to a lesser extent, stock option exercises and ESPP purchases. During the nine months ended February 22, 2025, we generated positive cash flow from operations and have generated positive cash flows from operations on an annual basis since inception. Our ability to generate positive cash flows from operations in the future will depend, at least in part, on global economic conditions and our ability to remain resilient during periods of deteriorating macroeconomic conditions and any economic downturns. As of February 22, 2025, we had $72.5 million of cash and cash equivalents, including $39.2 million held in international operations.
On November 12, 2021, we and Resources Connection LLC, as borrowers, and all of our domestic subsidiaries, as guarantors, entered into a credit agreement with the lenders that are party thereto and Bank of America, N.A. as administrative agent for the lenders (the “Credit Agreement”). The Credit Agreement provides for a $175.0 million senior
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secured revolving loan (the “Credit Facility”), which includes a $10.0 million sublimit for the issuance of standby letters of credit and a swingline sublimit of $20.0 million. The Credit Facility also includes an option to increase the amount of the revolving loan up to an additional $75.0 million, subject to the terms of the Credit Agreement. The Credit Facility matures on November 12, 2026. The obligations under the Credit Facility are secured by substantially all of our assets, and assets of Resources Connection LLC and all of our domestic subsidiaries.
Future borrowings under the Credit Facility bear interest at a rate per annum of either, at our election, (i) Term SOFR (as defined in the Credit Agreement) plus a margin ranging from 1.25% to 2.00% or (ii) the Base Rate (as defined in the Credit Agreement), plus a margin of 0.25% to 1.00% with the applicable margin depending on our consolidated leverage ratio. In addition, we pay an unused commitment fee on the average daily unused portion of the Credit Facility, which ranges from 0.20% to 0.30% depending upon our consolidated leverage ratio. As of February 22, 2025, we had no debt outstanding under the Credit Facility and up to $173.5 million of potential remaining capacity under the Credit Facility subject to the terms of the Credit Agreement and related financial covenants.
On December 31, 2024, the parties entered into a first amendment to the Credit Agreement to waive an event of default related to the consolidated interest coverage ratio under the Credit Agreement and to amend certain definitions under the Credit Agreement to exclude the impact of goodwill impairments recognized in the first and second quarters of fiscal 2025.
On March 28, 2025, the parties entered into a second amendment to the Credit Agreement to waive an event of default related to the consolidated interest coverage ratio under the Credit Agreement and to amend certain definitions under the Credit Agreement to exclude the impact of goodwill impairments recognized in the first, second and third quarters of fiscal 2025.
The Credit Facility is available for working capital and general corporate purposes, including potential acquisitions, dividend distribution and stock repurchases. Additional information regarding the Credit Facility is included in Note 8 – Long-Term Debt in the Notes to Consolidated Financial Statements included in Part I, Item I of this Quarterly Report on Form 10-Q.
On November 2, 2022, Resources Global Enterprise Consulting (Beijing) Co., Ltd, (our wholly owned subsidiary), as borrower, and we, as guarantor, entered into a RMB 13.4 million ($1.8 million based on the prevailing exchange rate on November 2, 2022) revolving credit facility with Bank of America, N.A. (Beijing) as the lender (the “Beijing Revolver”). The Beijing Revolver bears interest at a loan prime rate plus 0.80%. Interest incurred on borrowings will be payable monthly in arrears. As of February 22, 2025, we had no debt outstanding under the Beijing Revolver.
In addition to cash needs for ongoing business operations, from time to time, we have strategic initiatives that could generate significant additional cash requirements. Our initiative to upgrade our technology platform, as described in “Fiscal 2025 Strategic Focus Areas” above, required significant investments over multiple years. Such costs primarily include software licensing fees, third-party implementation and consulting fees, incremental costs associated with additional internal resources needed on the project and other costs in areas including change management and training. As of February 22, 2025, we capitalized $21.6 million related to the technology platform initiative. We went live on the new technology platform in most of North America in December 2024 and we are currently working on the implementation timing and roadmap to rollout to our Europe and Asia Pacific regions. We believe our current cash, ongoing cash flows from our operations and funding available under our Credit Facility will provide sufficient funds for these initiatives. As of February 22, 2025, we have non-cancellable purchase obligations totaling $8.2 million, which primarily consists of payments pursuant to the licensing arrangements that we have entered into in connection with the technology platform initiative: $0.5 million due during fiscal 2025; $4.1 million due during fiscal 2026; $2.6 million due during fiscal 2027; $1.0 million due during fiscal 2028; and zero due thereafter.
In addition, we pay a regular quarterly dividend to our stockholders, subject to approval each quarter by our board of directors. Most recently, on March 14, 2025 we paid a dividend of $0.14 per share of our common stock to stockholders of record at the close of business on February 14, 2025. Continuation of the quarterly dividend is at the discretion of the board of directors and depends upon our financial condition, results of operations, capital requirements, general business condition, contractual restrictions contained in the Credit Facility and other agreements, and other factors deemed relevant by our board of directors.
We entered into a Membership Interest Purchase Agreement, dated as of March 27, 2024, and as amended and restated as of June 30, 2024 (the “Reference Point MIPA”) with Reference Point and the sole member of Reference Point, pursuant to which we acquired 100% of the membership interests of Reference Point. During the first quarter of fiscal
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2025, we paid total cash consideration of $23.0 million (net of $0.2 million cash acquired). See Note 4 – Acquisitions in the Notes to Consolidated Financial Statements for further information.
As described under “Market Trends and Uncertainties” above, uncertain macroeconomic conditions including ambiguity around interest rates, softening labor markets, fluctuations in currency exchange rates, recent government and policy changes implemented in the United States, and tariff actions and uncertainties related to trade wars have created significant uncertainty in the global economy, volatility in the capital markets, and recessionary pressures, which have adversely impacted, and may continue to adversely impact, our financial results, operating cash flows, and liquidity needs. If we are required to raise additional capital or incur additional indebtedness for our operations or to invest in our business, we can provide no assurances that we would be able to do so on acceptable terms or at all. Our ongoing operations and growth strategy may require us to continue to make investments in critical markets and further expand our internal technology and digital capabilities. In addition, we may consider making additional strategic acquisitions or initiating additional restructuring initiatives, which could require significant liquidity and adversely impact our financial results due to higher cost of borrowings. We believe that our current cash, ongoing cash flows from our operations and funding available under our Credit Facility will be adequate to meet our working capital and capital expenditure needs for at least the next 12 months.
Beyond the next 12 months, if we require additional capital resources to grow our business, either organically or through acquisitions, we may seek to sell additional equity securities, increase the use of our Credit Facility, expand the size of our Credit Facility or raise additional debt. In addition, if we decide to make additional share repurchases, we may fund these through existing cash balances or the use of our Credit Facility. The sale of additional equity securities or certain forms of debt financing could result in additional dilution to our stockholders. Our ability to secure additional financing in the future, if needed, will depend on several factors. These include our future profitability and the overall condition of the credit markets. Notwithstanding these considerations, we expect to meet our long-term liquidity needs with cash flows from operations and financing arrangements.
Other than as described herein, there have been no material changes to our material cash requirements, including commitments for capital expenditures, described under the heading “Liquidity and Capital Resources” in Item 7 of Part II of our Fiscal Year 2024 Form 10-K.
Operating Activities
Operating activities for the nine months ended February 22, 2025 provided cash of $2.1 million compared to $18.8 million of cash provided for the nine months ended February 24, 2024. The cash provided by operations for the nine months ended February 22, 2025 was primarily driven by a net loss of $118.5 million, offset by non-cash adjustments of $121.1 million (primarily due to the non-cash goodwill impairment). In addition, the changes in operating assets and liabilities amounted to a net cash outflow of $0.4 million, driven by a $5.8 million increase in prepaid expenses and other current assets, a $2.0 million decrease in accounts payable and other accrued expenses, a $1.6 million increase in prepaid income taxes, and a $1.3 million increase in other assets largely related to the investments in our technology implementation, partially offset by a $7.4 million decrease in trade accounts receivable, a $1.6 million increase in other liabilities, and a $1.2 million increase in accrued salaries and related obligations, mainly due to the timing of our pay cycle.
In the nine months ended February 24, 2024, cash provided by operations resulted from net income of $10.6 million and non-cash adjustments of $12.9 million. Additionally, in the nine months ended February 24, 2024, net unfavorable changes in operating assets and liabilities totaling $4.8 million, which primarily consisted of a $18.0 million decrease in accrued salaries and related obligations, mainly due to the timing of our pay cycle and the payout of the annual incentive compensation during the nine months ended February 24, 2024, a $8.1 million increase in other assets largely related to the investments in our technology implementation, a $3.6 million increase in prepaid income taxes, and a $2.3 million increase in prepaid expenses and other current assets, and a $1.3 million decrease in other liabilities. These unfavorable changes are partially offset by an $26.1 million decrease in trade accounts receivable, a $2.5 million increase in accounts payable and other accrued expenses.
Investing Activities
Net cash used in investing activities was $13.1 million for the nine months ended February 22, 2025 compared to $8.4 million for the nine months ended February 24, 2024. Net cash used in investing activities for the nine months ended February 22, 2025 was primarily related to $23.0 million of net cash used towards the acquisition of Reference Point and $2.4 million of cash used for the development of internal-use software and acquisition of property and equipment, partially offset by the $12.3 million in net proceeds from the sale of the Irvine office building. Net cash used in investing activities
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in the nine months ended February 24, 2024 was primarily related to the $7.4 million acquisition of CloudGo and $1.0 million of costs incurred for the development of internal-use software and acquisition of property and equipment.
Financing Activities
Net cash used in financing activities totaled $23.1 million in the nine months ended February 22, 2025 compared to $13.0 million in the nine months ended February 24, 2024. Net cash used in financing activities during the nine months ended February 22, 2025 consisted of $13.0 million to purchase 1,382,820 shares of common stock on the open market and cash dividend payments of $14.0 million; these uses were partially offset by $3.9 million in proceeds received from ESPP share purchases. Net cash used in financing activities during the nine months ended February 24, 2024 consisted of cash dividend payments of $14.1 million and $5.0 million to purchase 353,858 shares of common stock on the open market; these uses were partially offset by $6.1 million in proceeds received from ESPP share purchases and employee stock option exercises.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Interest Rate Risk. We are primarily exposed to market risks from fluctuations in interest rates and the effects of those fluctuations on the market values of our cash and cash equivalents and our borrowings under the Credit Facility that bear interest at a variable market rate.
As of February 22, 2025, we had approximately $72.5 million of cash and cash equivalents. The earnings on cash and cash equivalents are subject to changes in interest rates; however, assuming a constant balance available for investment, a 10% decline in interest rates would reduce our interest income but would not have a material impact on our consolidated financial position or results of operations.
As of February 22, 2025, we had no outstanding debt under our Credit Facility. We are exposed to interest rate risk related to fluctuations in the term SOFR rate and, to a lesser extent, the loan prime rate on the Beijing Revolver. See “Liquidity and Capital Resources” above and Note 8 – Long-Term Debt in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion about the interest rate on our Credit Facility and the Beijing Revolver. To the extent that there is a significant increase in the level of borrowings, a sharp rise in interest rate could have a material impact on our consolidated financial position or results of operations.
Foreign Currency Exchange Rate Risk. For the nine months ended February 22, 2025, approximately 18.3% of our revenues were generated outside of the U.S. As a result, our operating results are subject to fluctuations in the exchange rates of foreign currencies in relation to the U.S. dollar. Revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the monthly average exchange rates prevailing during the period. Thus, as the value of the U.S. dollar fluctuates relative to the currencies in our non-U.S.-based operations, our reported results may vary.
Assets and liabilities of our non-U.S.-based operations are translated into U.S. dollars at the exchange rate effective at the end of each monthly reporting period. Approximately 45.9% of our balances of cash and cash equivalents as of February 22, 2025 were denominated in U.S. dollars. The remaining amount of approximately 54.1% was comprised primarily of cash balances translated from Euros, British Pound Sterling, Japanese Yen, Canadian Dollar, Chinese Yuan, Indian Rupee, and Mexican Pesos. This compares to approximately 59.2% of our cash and cash equivalents balances as of May 25, 2024 that were denominated in U.S. dollars and approximately 40.8% that were comprised primarily of cash balances translated from Euros, Japanese Yen, Mexican Pesos, Chinese Yuan, Canadian Dollar, Indian Rupee and British Pound Sterling. The difference resulting from the translation in each period of assets and liabilities of our non-U.S.-based operations is recorded as a component of stockholders’ equity in accumulated other comprehensive income or loss.
Although we monitor our exposure to foreign currency fluctuations, we do not currently use financial hedges to mitigate risks associated with foreign currency fluctuations including in a limited number of circumstances when we may be asked to transact with our client in one currency but are obligated to pay our consultants in another currency. Our foreign entities typically transact with clients and consultants in their local currencies and generate enough operating cash flows to fund their own operations. We believe our economic exposure to exchange rate fluctuations has not been material. However, we cannot provide assurance that exchange rate fluctuations will not adversely affect our financial results in the future.
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ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of February 22, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of February 22, 2025.
Material Weakness in Internal Control over Financial Reporting
During the first quarter of fiscal 2025, the Company reorganized its business segments and, as a result, the Company was required to perform an interim goodwill impairment analysis on the new reporting units as of May 26, 2024. During completion of such goodwill impairment analysis, the management review control that related to the review of certain inputs into the valuation analysis, as well as related disclosures, did not operate effectively. The ineffective operation of the management review control resulted in a change to the goodwill impairment amount recorded for the Europe and Asia Pacific segment as of August 24, 2024. The total goodwill impairment recorded in the first quarter of fiscal 2025 was $3.9 million. This misstatement was identified and corrected prior to release of the Company’s Form 10-Q for the first quarter of fiscal 2025.
Remediation of Material Weakness
With oversight from the audit committee of our board of directors (the “Audit Committee”), management has executed on its remediation plans during the second and third quarter of fiscal 2025, to address the material weakness described in the Material Weakness in Internal Control over Financial Reporting section above and to improve our internal control over financial reporting as noted below. We took the following remedial actions beginning in the second quarter of fiscal 2025 to improve controls and procedures:
•Enhanced management’s review of the work performed by any valuation specialists used in preparing our goodwill impairment analysis. This includes formalized review procedures to ensure consistency and accuracy.
•Improved documentation standards for inputs and assumptions used in the valuation analysis such that all critical inputs, including data provided by third-party valuation specialists, is supported by clear and comprehensive documentation.
•Enhanced the design and operation of our controls related to agreeing disclosures to supporting documents through improved version control management and review procedures.
•Enhanced supervision over third-party valuation specialists by engaging an additional external expert to further challenge the Company and the preparer of any impairment analysis regarding the assumptions used and conclusions drawn.
As of the filing of this Form 10-Q, the material weakness described above has been remediated. Management implemented remedial actions and tested the relevant controls to confirm their design and operational effectiveness. Based on this assessment, management concluded that the material weakness has been fully addressed.
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Changes in Internal Control over Financial Reporting
During the quarter ended February 22, 2025, we implemented a new Enterprise Resource Planning (ERP) system, replacing legacy systems that had supported a significant portion of our transaction origination, processing, and recording. We updated our internal control over financial reporting, as necessary, to accommodate related changes in our financial management processes resulting from this implementation. While we believe that this new system will ultimately enhance the effectiveness of our internal control over financial reporting, there are inherent risks in implementing a new ERP system. Accordingly, we will continue to evaluate the design and operating effectiveness of these controls.
Except for the ERP system implementation and the remediation measures described above, there were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended February 22, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1A. RISK FACTORS.
There have been no material changes in our risk factors from those disclosed in Part 1, Item 1A of our Fiscal Year 2024 Form 10-K, which was filed with the SEC on July 22, 2024. See “Risk Factors” in Item 1A of Part I of such Fiscal Year 2024 Form 10-K for a complete description of the material risks we face.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The following table provides information regarding purchases by us of our common stock for the three months ended February 22, 2025. All shares were repurchased pursuant to the Stock Repurchase Programs as described in footnote (1) below.

Period | Total Number of Shares Purchased |  | Average Price Paid per Share |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) |  | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
November 24, 2024 — December 21, 2024 | - |  | $ | - |  | - |  | $ | 82,246,187
December 22, 2024 — January 18, 2025 | 139,865 |  | $ | 8.47 |  | 139,865 |  | $ | 81,061,620
January 19, 2025 — February 22, 2025 | 214,640 |  | $ | 8.45 |  | 214,640 |  | $ | 79,247,018
Total November 24, 2024 — February 22, 2025 | 354,505 |  | $ | 8.46 |  | 354,505 |  | $ | 79,247,018

(1)The Company’s board of directors have previously approved two stock repurchase programs authorizing the repurchase, at the discretion of the Company’s senior executives, of the Company’s common stock for a designated aggregate dollar limit. In July 2015, the first program was authorized for an aggregate dollar limit not to exceed $150 million, and in October 2024, the second program was authorized for an additional dollar limit not to exceed $50 million (collectively, the “Stock Repurchase Programs”). Subject to the aggregate dollar limit, the currently authorized Stock Repurchase Programs do not have an expiration date. Repurchases under the programs may take place in the open market or in privately negotiated transactions and may be made pursuant to a Rule 10b5-1 plan.
ITEM 5. OTHER INFORMATION.
Insider Trading Arrangements
None.
Amendment to Credit Agreement
On November 12, 2021, the Company and Resources Connection LLC, as borrowers, and all of the Company’s other domestic subsidiaries, as guarantors, entered into a credit agreement with the lenders that are party thereto and Bank of America, N.A. as administrative agent for the lenders (the “Credit Agreement”). On March 28, 2025, the parties entered into an amendment to the Credit Agreement to waive an event of default related to the consolidated interest coverage ratio under the Credit Agreement and to amend certain definitions under the Credit Agreement to exclude the impact of goodwill impairments recognized in the first, second and third quarters of fiscal 2025. The Company had no debt outstanding under the Credit Facility as of February 22, 2025. See Note 8 – Long-Term Debt in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
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ITEM 6. EXHIBITS.
The following exhibits are filed with, or incorporated by reference in, this Quarterly Report on Form 10-Q.

Exhibit Number | Description of Document
3.1 | Amended and Restated Certificate of Incorporation of Resources Connection, Inc. (incorporated by reference to Exhibit 10.21 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2004).
3.2 | Third Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 31, 2015).
10.1* | Second Amendment to Credit Agreement and Waiver, dated as of March 28, 2025, among Resources Connection, Inc., Resources Connection LLC, as borrowers, Sitrick Group, LLC, Veracity Consulting Group, LLC, and Reference Point LLC, as guarantors, and Bank of America, N.A., as administrative agent for the lenders.
31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101* | The following unaudited interim consolidated financial statements from the Company’s Quarterly Report on Form 10‑Q for the fiscal quarter ended February 22, 2025, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
104* | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

______
*Filed herewith.
**Furnished herewith.
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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 thereunto duly authorized.

| RESOURCES CONNECTION, INC.
Date: April 3, 2025 | /s/ KATE W. DUCHENE
| Kate W. Duchene
| President and Chief Executive Officer (Principal Executive Officer and Duly Authorized Officer)
Date: April 3, 2025 | /s/ JENNIFER RYU
| Jennifer Ryu
| Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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