rgp-20250830

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________________________________________________________________________________

FORM 10-Q

____________________________________________________________________________________________

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 30, 2025

oTRANSITION 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

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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 September 30, 2025, 33,390,494 shares of the registrant’s common stock, $0.01 par value per share, were outstanding.

Table of Contents

RESOURCES CONNECTION, INC.

INDEX


		Page
PART I—FINANCIAL INFORMATION
ITEM 1.	Consolidated Financial Statements (Unaudited)	3
	Consolidated Balance Sheets as of August 30, 2025 and May 31, 2025	3
	Consolidated Statements of Operations for the Three Months Ended August 30, 2025 and August 24, 2024	4
	Consolidated Statements of Comprehensive L oss for the Three Months Ended August 30, 2025 and August 24, 2024	5
	Consolidated Statements of Stockholders’ Equity for the Three Months Ended August 30, 2025 and August 24, 2024	6
	Consolidated Statements of Cash Flows for the Three Months Ended August 30, 2025 and August 24, 2024	7
	Notes to Consolidated Financial Statements	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	38
ITEM 4.	Controls and Procedures	40

PART II—OTHER INFORMATION
ITEM 1A.	Risk Factors	41
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
ITEM 5.	Other Information	41
ITEM 6.	Exhibits	42
	Signatures	43

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PART I—FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

RESOURCES CONNECTION, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value per share)


	August 30, 2025		May 31, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	77,518	$	86,147
Trade accounts receivable, net of allowances of $2,562 and $2,603 as of August 30, 2025 and May 31, 2025, respectively	93,555		99,210
Prepaid expenses and other current assets	9,448		10,246
Income taxes receivable	7,727		8,083
Total current assets	188,248		203,686
Goodwill	28,757		28,757
Intangible assets, net	17,785		18,978
Property and equipment, net	4,213		4,423
Operating lease right-of-use assets, net	22,365		22,551
Deferred tax assets	9,526		9,280
Other non-current assets	16,317		17,013
Total assets	$	287,211	$	304,688

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other accrued expenses	$	12,398	$	13,902
Accrued salaries and related obligations	32,207		47,931
Operating lease liabilities, current	5,135		5,149

Other current liabilities	8,874		8,420
Total current liabilities	58,614		75,402

Operating lease liabilities, non-current	20,218		20,156
Deferred tax liabilities	19		92
Other non-current liabilities	2,001		1,957
Total liabilities	80,852		97,607
Commitments and contingencies (see Note 11)
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; 37,324 and 37,027 shares issued, and 33,391 and 33,075 shares outstanding as of August 30, 2025 and May 31, 2025, respectively	373		370
Additional paid-in capital	403,673		400,180
Accumulated other comprehensive loss	(17,096)		(17,863)
Accumulated deficit	(126,881)		(121,575)
Treasury stock at cost, 3,933 and 3,952 shares as of August 30, 2025 and May 31, 2025, respectively	(53,710)		(54,031)
Total stockholders’ equity	206,359		207,081
Total liabilities and stockholders’ equity	$	287,211	$	304,688

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

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RESOURCES CONNECTION, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended
	August 30, 2025		August 24, 2024
Revenue	$	120,229	$	136,935
Cost of services	72,760		86,948
Gross profit	47,469		49,987
Selling, general and administrative expenses	47,916		48,910
Goodwill impairment	-		3,855
Amortization expense	1,193		1,485
Depreciation expense	348		540
Loss from operations	(1,988)		(4,803)
Interest expense (income), net	44		(148)
Other income	(104)		(2)
Loss before income tax expense	(1,928)		(4,653)
Income tax expense	477		1,054
Net loss	$	(2,405)	$	(5,707)

Net loss per common share:
Basic	$	(0.07)	$	(0.17)
Diluted	$	(0.07)	$	(0.17)

Weighted-average number of common and common equivalent shares outstanding:
Basic	33,062		33,407
Diluted	33,062		33,407

Cash dividends declared per common share	$	0.07	$	0.14

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

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RESOURCES CONNECTION, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)


	Three Months Ended
	August 30, 2025		August 24, 2024

Net loss	$	(2,405)	$	(5,707)
Foreign currency translation adjustment gain, net of tax	767		831
Total comprehensive loss	$	(1,638)	$	(4,876)

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 August 30, 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 31, 2025	37,027	$	370	$	400,180	3,952	$	(54,031)	$	(17,863)	$	(121,575)	$	207,081

Stock-based compensation expense	-	-		2,255		-	-		-		-		2,255
Issuance of common stock purchased under Employee Stock Purchase Plan	241	2		1,076		-	-		-		-		1,078
Issuance of restricted stock	-	-				(19)	321		-		(321)		-
Issuance of common stock upon vesting of equity awards, net of shares withheld to cover taxes	56	1		(82)		-	-		-		-		(81)
Cash dividends declared ($0.07 per share)	-	-		-		-	-		-		(2,336)		(2,336)
Dividend equivalents on equity awards	-	-		244		-	-		-		(244)		-

Currency translation adjustment	-	-				-	-		767		-		767
Net loss for the three months ended August 30, 2025	-	-		-		-	-		-		(2,405)		(2,405)
Balances at August 30, 2025	37,324	$	373	$	403,673	3,933	$	(53,710)	$	(17,096)	$	(126,881)	$	206,359


	For the Three Months Ended August 24, 2024
	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	-	-		1,599		-	-		-		-		1,599
Issuance of common stock purchased under Employee Stock Purchase Plan	229	2		2,008		-	-		-		-		2,010
Issuance of restricted stock	5	-		-		-	-		-		-		-
Issuance of common stock upon vesting of restricted stock units, net of shares withheld to cover taxes	112	1		(595)		-	-		-		-		(594)
Cash dividends declared ($0.14 per share)	-	-		-		-	-		-		(4,687)		(4,687)
Dividend equivalents on equity awards	-	-		153		-	-		-		(153)		-
Repurchase of common stock	-	-		-		430	(5,000)		-		-		(5,000)
Currency translation adjustment	-	-		-		-	-		831		-		831
Net loss for the three months ended August 24, 2024	-	-		-		-	-		-		(5,707)		(5,707)
Balances at August 24, 2024	36,540	$	366	$	392,885	3,068	$	(47,202)	$	(16,882)	$	78,048	$	407,215

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)


	Three Months Ended
	August 30, 2025		August 24, 2024
Cash flows from operating activities:
Net loss	$	(2,405)	$	(5,707)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense	1,541		2,025
Amortization of right-of-use assets	1,445		1,489
Stock-based compensation expense	2,281		1,561
Goodwill impairment	—		3,855
Gain loss on sale of assets	—		(3,394)
Adjustment to allowances	(32)		(60)
Deferred income taxes	(58)		438
Other, net	159		44
Changes in operating assets and liabilities, net of acquisition:
Trade accounts receivable	5,683		4,278
Prepaid expenses and other current assets	802		(193)
Income taxes	162		(951)
Other assets	581		(1,879)
Accounts payable and other accrued expenses	(1,544)		(1,285)
Accrued salaries and related obligations	(15,838)		441
Other liabilities	(609)		(971)
Net cash used in operating activities	(7,832)		(309)

Cash flows from investing activities:

Net proceeds from sale of assets	—		12,309
Acquisition of Reference Point, net of cash acquired	—		(22,967)
Investments in property and equipment and internal-use software	(121)		(266)
Net cash used in investing activities	(121)		(10,924)

Cash flows from financing activities:

Proceeds from issuance of common stock under Employee Stock Purchase Plan	1,078		2,010


Payment of debt issuance costs	(316)		—
Repurchase of common stock	—		(5,000)
Payment of cash dividends	(2,316)		(4,695)
Net cash used in financing activities	(1,554)		(7,685)

Effect of exchange rate changes on cash and cash equivalents	878		(349)
Net decrease in cash and cash equivalents	(8,629)		(19,267)
Cash and cash equivalents at beginning of period	86,147		108,892
Cash and cash equivalents at end of period	$	77,518	$	89,625

Supplemental cash flow disclosures
Income taxes paid, net	$	347	$	1,343
Interest paid	$	88	$	88
Non-cash investing and financing activities

Dividends declared, not paid	$	2,336	$	4,687

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 global professional services firm with three decades of experience helping the world’s top organizations navigate change and seize opportunity. With three integrated offerings—On-Demand Talent, Consulting, and Outsourced Services—the Company provides CFOs and other C-suite leaders with the flexibility to solve today’s most pressing challenges. The Company’s principal markets of operations are North America, Europe & Asia Pacific.

The Company’s fiscal year consists of 52 or 53 weeks, ending on the Saturday in May closest to May 31. The first quarters of fiscal 2026 and 2025 each consisted of 13 weeks. The Company’s fiscal year 2026 will consist of 52 weeks.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements of the Company as of and for the three months ended August 30, 2025 and August 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 materially differ from the estimates and assumptions used as new information is learned or upon the amounts becoming fixed or determinable.

The fiscal 2025 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 o

SEC Form 10-Q filed by Resources Connection Inc.