RESOURCES CONNECTION, INC.
For the period ended Nov 23, 2024. Filed Jan 2, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Nov 23, 2024 · Filed Jan 2, 2025
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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 November 23, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of a material weakness in internal control over financial reporting that is described below, our disclosure controls and procedures were not effective as of November 23, 2024.
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 enhanced and implemented changes in controls intended to remediate 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 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.
Management has overseen the planning and execution of the remediation steps described above and believes the steps taken will have addressed the material weakness described above; however, more time is needed for the improved controls to operate and undergo testing of effectiveness before the above material weakness can be deemed remediated.
Changes in Internal Controls over Financial Reporting
Other than 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 November 23, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
As of the filing of this Form 10-Q, the material weakness described above has not been remediated because the applicable controls must operate for a sufficient period of time and management must conclude, through testing, that the controls are designed and operating effectively. Based on the implementation of the remedial actions taken, management will continue to monitor and test controls for effectiveness through the end of the observation period, which is expected to be through the end of the fiscal year 2025.
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