Skip to main content

RESOURCES CONNECTION, INC.

For the period ended Feb 22, 2025. Filed Apr 3, 2025.

View on SEC.gov

About this filing

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.

Feb 22, 2025 · Filed Apr 3, 2025

RGP$2.70+1.5%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

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.

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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.