2.02 Results of Operations and Financial Condition.
On July 20, 2010, Resources Connection,
Inc. (“Resources” or “the Company”) issued a press release announcing its
financial results for the quarterly period and fiscal year ended May 31,
2010. A copy of the press release is attached hereto as Exhibit
the attached press release, the Company
makes reference to certain non-generally accepted accounting principles
(“non-GAAP”) financial measures, including consolidated EBITDA and adjusted
EBITDA. The Company believes that these
non-GAAP measures are useful to our investors because they are financial
measures used by management to assess the performance of our Company.
Accordingly, where these non-GAAP measures are provided, it is done so
that investors have the same financial data that management uses with the belief
that such information will assist the investment community in assessing the
underlying performance of the Company on a year-over-year and sequential
basis. Whenever such information is presented, the Company has
complied with the provisions of the rules under Regulation G and Item 2.02 of
Form 8-K. In addition to the reasons described above, specific
reasons the Company’s management believes that the presentation of certain
non-GAAP financial measures provides useful information to investors regarding
the Company’s financial condition, results of operations and cash flows are as
non-GAAP measures presented in the attached press
release are not in accordance with, or an alternative for, GAAP and may
be different from non-GAAP measures used by other companies. In addition, these
non-GAAP measures are not based on any comprehensive set of accounting rules or
principles. The Company believes that
non-GAAP measures have limitations in that they do not reflect all of the
amounts associated with the Company’s
results of operations as determined in accordance with GAAP and that these
measures should only be used to evaluate the Company’s results of operations in conjunction
with the corresponding GAAP measures.
internal budgeting process, the Company’s
management uses financial statements that include consolidated EBITDA and
adjusted EBITDA. The Company’s
management also uses the foregoing non-GAAP measures, in addition to other GAAP
measures, in reviewing the financial results of the Company.
information in Item 2.02 of this current report on Form 8-K, as well as Exhibit
99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and shall not be incorporated by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended.