Good day, ladies and gentlemen, and welcome to Resources Global Professionals' Third Quarter Fiscal 2013 Earnings Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to turn the conference over to Ms. Kate Duchene, Chief Legal Officer. Ma'am, you may begin.

Thank you, operator. Good afternoon, everyone, and thank you for participating today. Joining me on this call are Don Murray, our Chairman and Chief Executive Officer; Tony Cherbak, President and Chief Operating Officer; and Nate Franke, our Chief Financial Officer. During this call, we will be providing you with comments on our results for the third quarter of fiscal year 2013. By now, you should have a copy of today's press release. If you need a copy and are unable to access via our website, please call Patricia Marquez at (714) 430-6314, and she'll be happy to fax a copy to you. Before introducing Tony, I'd like to read an important announcement about certain statements that we may make during this call. Specifically, we may make forward-looking statements. In other words, statements regarding future events or future financial performance of the company. We wish to caution you that such statements are just predictions, and actual events or results may differ materially. We refer you to our 10-K report for the year ended May 26, 2012, for a discussion of some of the risks, uncertainties and other factors, such as seasonal and economic conditions that may cause our business, results of operations and financial condition to differ materially from results of operations and financial conditions expressed or implied by forward-looking statements made during this call. I'll now turn the call over to Tony Cherbak, our President and Chief Operating Officer.

Thanks, Kate, and Good afternoon, and welcome to the Resources Global Third Quarter Conference Call. I'm going to begin by giving you a brief overview of our third quarter operating results. Total revenue for the third quarter of fiscal 2013 was $138 million, a 3.7% decrease over the comparable quarter a year ago and a sequential decrease of 2.3% from our second quarter revenue of $141.2 million. Exchange rates did not have any meaningful impact on the consolidated results for the quarter. The wind-down of a large foreclosure review project resulting from our client settlement with the U.S. government, combined with lower international revenue in the latter portion of the quarter, adversely impacted our third quarter revenues. Third quarter gross margin was 37.1%, a decrease of 30 basis points from the comparable quarter a year ago. During the third quarter, our SG&A costs were $41.6 million, a quarter-over-quarter decrease of $1.8 million and a sequential decrease of $700,000. As Nate will expand on later, our third quarter SG&A was lower than anticipated, primarily resulting from a legal settlement and lower incentive compensation. During the third quarter, we generated cash flow from operations and adjusted EBITDA of $13 million and $11.4 million, respectively. Additionally, we returned $8.5 million to shareholders during the third quarter, in the form of share repurchases and dividends. Our pretax income on a U.S. GAAP basis was $8.1 million. Based upon an effective tax rate of 44.5% during the third quarter, our net income per share was $0.11 versus $0.10 per share in the third quarter of fiscal 2012. Let's talk about revenue trends for a moment. As we reported in early January, weekly revenues during the first 3 weeks of the third quarter averaged $11.8 million. As expected, we lost about 1 week of revenue during…

Thanks, Tony. As mentioned, revenues for the quarter were $138 million, a decrease of $5.3 million or 3.7% from $143.3 million in the third quarter of fiscal 2012. On a sequential basis, revenues decreased 2.3%. On a constant currency basis, the quarter-over-quarter decrease was 3.8% and sequentially, 2.3%. For the third quarter, revenues in the U.S. were $105.9 million, up 1.1% quarter-over-quarter and flat sequentially. In the third quarter, total revenues, internationally, were $32.1 million, down 16.8% quarter-over-quarter and 9.1% sequentially. International revenue accounted for approximately 23% of total revenues for the quarter, down from 25% in the second quarter. Europe's third quarter revenue decreased 16.1% quarter-over-quarter and 5.7% sequentially, while the Asia Pacific region saw third quarter revenues decrease 16.3% quarter-over-quarter and 13.7% sequentially. On a constant currency basis, total international revenue decreased 17.1% quarter-over-quarter and 9.3% sequentially. On a sequential quarterly basis, the U.S. dollar was weaker against the euro but stronger against most Asia-Pac currencies. As a result, on a sequential constant currency basis, Europe's revenue decrease would have been 7.9% and Asia Pacific's revenue decrease would have been 10.5%. On a quarter-over-quarter basis, Europe's revenue decrease would have been 18% and Asia Pacific's would have decreased 12.2%. Let me now discuss early revenue trends for the fourth quarter of fiscal 2013. Weekly revenues for the first 4 weeks of the fourth quarter were $11.5 million, $11.3 million, $11 million and $11 million. The most recent couple of weeks were slightly impacted by spring break vacations in certain regions. In thinking about the remainder of the fourth quarter, the fifth and sixth weeks of this quarter will be impacted by Easter-related holidays in many locations. Historically, we have lost approximately 1.5 days of revenue due to these holidays. Let me now discuss gross margins. Gross margin for…

Thanks, Nate. We continue to make progress in several areas despite the softness in international markets and the premature wind-down of the large mortgage review project. But related to Dodd-Frank, we continue to see several of our financial institution clients dedicate more resources to their compliance and [indiscernible] efforts, and we have 1 new project related to regulations. And as we anticipated, now that the annual report filing season has wound down, we have started some complex mineral compliance engagements, with numerous proposals are outstanding. While we believe there will be growing demand for assistance, some companies are moving cautiously, waiting for the outcome of the U.S. Chamber of Commerce's lawsuit which seeks to modify or scrap the rule. While our clients continue to utilize our services, they continue to focus on a very discrete number of initiatives with the highest ROI and with formal budgets. We continue to win engagements with new and existing clients. We see a continued pipeline of new projects. These new wins just don't offset all the client initiatives being completed and the decline in revenues internationally. In addition to Dodd-Frank related projects, these new engagements include business process optimization projects, business intelligence software implementation and regulatory compliance projects, just to name some. Our client retention will be invaluable as the demand environment improves. The following statistics demonstrate our focus is on outstanding client service. Client continuity is outstanding. Through the third quarter, we served all of our top 50 clients from fiscal 2012. In fiscal 2012 we had 218 clients for whom we provided services, exceeded $500,000 in fees. And through the third quarter of fiscal 2013, on a run-rate basis, we have served 214 clients at this level, similar to last year's level. Our top 50 clients represented 40.2% of total revenues while 50% of our revenues came from 83 clients. Our loyal client following is reflective of our client service approach, through the quality of the work performed by our consultants. Our largest client for the quarter was approximately 4.5% of revenues. And through the third quarter, 94.1% of our top 50 clients have used more than 1 service line. 76% of those top 50 clients have used 3 or more service lines. This service line penetration reflects the diversity of relationships we have within our client's organizations. So this concludes our prepared remarks. We'd be happy to answer your questions at this time.

[Operator Instructions] Our first question comes from Kevin McVeigh from Macquarie.

This is actually Derek Sbrogna in for Kevin. So, just wondering, you obviously talked about some of the challenges in Asia, specifically in Japan, where some projects are coming to end-of-life. Could you maybe talk about if you're seeing any kind of pipeline built there or whether things have really just kind of slowed down?

Yes. In Japan, specifically, we're not really too worried about that because we've got a great team there. Just this week, they added 10 consultants on a variety of projects. So this, I think, is just really a timing issue just relative to the roll-off of a couple of these projects, not unlike what we're facing in the rest of the company. But I think Japan and China will both be just fine.

Okay, great. And just one more if I can. Obviously, there's a lot of talk about health care reform and I was wondering if you can address whether you've seen a pickup in the health care business, and specifically, whether the health care solutions group has started to gain any traction.

Yes. What I would say is we're seeing, on the consulting end, some new projects around compliance with Medicare, Medicaid rules. We are also in the beginning stages of demoing the new [indiscernible] software tool. And I would expect, as we move throughout the remainder of the calendar year, that we'll see implementations of that tool. So I think we're pleased with the progress. Overall, our health care business sequentially grew about 8%, so that is an area of growth for us.

Got it. And I would imagine you'd expect that can probably accelerate from that 8% next year or so?

We certainly hope so.

And our next question comes from Paul Ginocchio from Deutsche Bank.

On the incentive compensation question. It sounds like you lowered your incentive compensation. Is that because you decided you're not going to hit your targets for this year? And is that what's flowing through into the lower stock comp for next quarter? Am I reading that right or is something else going on?

Yes, Paul, it's Nate. What I would tell is that the incentive stock comp is not related to the stock compensation. The offices -- we accrue the incentive comp based on meeting certain financial metrics, so it would -- basically, a handful of offices, that during the third quarter, was deemed it unlikely, by the end of the year, they'd make the metrics so we reversed the amount that had been recorded in the first couple of quarters.

And then just on the health care hit. It's basically 50 basis points to gross margin for the higher costs?

Yes, that's about right. It was based on where we had anticipated last quarter gross margin. Pretty much everything came in where we expected except for the cost associated with the self-insured plan.

Okay, and so the legal settlement basically is just a little bit less than the hits on the health care, so it kind of washes out?

Yes.

And our next question comes from Sara Gubins from Bank of America-Merrill Lynch.

David Ridley-Lane filling in for Sara. Just in terms of magnitude, how large was the mortgage servicing project?

Well, what I would tell you, David, is that during the last 3 weeks of the third quarter, it probably impacted us approximately $300,000 per week.

Okay, and was this your largest single project or is this -- I'm just trying to gauge how big this project was relative to your portfolio of projects.

At the time, it was our largest single project. Large projects like this are a blessing. And then when they end prematurely, they're a curse because it takes a lot longer to get that number of consultants back out again. So we don't mind having those projects, it's just we usually are able to plan the reversal of the project as it's winding down. This one just happened to wind down quickly because of a court settlement.

Got it, okay. And then will you see any benefit in terms of lower cost from the 2 office closures or is that mostly included in the SG&A run rate in the quarter?

David, that's going to be included. These were just relatively small suburban offices, so it's a relatively immaterial impact on occupancy cost. But, over time, all those amount -- they're factored in to what we gave you.

Got it. And then I think you said, previously, your IT practice, that's the fastest growing service line for you. Can you just, maybe in terms of growth rates, is this kind of high single-digit growth rate? Is it faster than that?

David, actually, during the third quarter, it grew 18%. So it's going very well, David, and we continue to invest in selected resources to add to that practice.

And our next question comes from Gary Bisbee from Barclays Capital.

Just a quick one, a follow-up on the health care cost. Was there anything in particular going on there or is that just more of -- feel more onetime-ish as opposed to that being a new trend line we should think about?

I would tell you, it's always hard to tell. We have seen a little bit improvement over the last several quarters. We did have a couple of what I would call very large claims come through during the quarter, that reached the stop-loss levels embedded in the plan. So we're hoping that a chunk of it is onetime, but that's something we watch very closely.

Are you expecting much change in health, from what you know now about what the Affordable Care Act will do across your business?

We'll obviously evaluate our existing plans that our consultants and everyone benefits from. At the present time I don't know that we'd see, in the next year, significant changes in the benefits, but it's clearly something that we're looking at. Clearly, it's not the impact to us that it is to others that do not provide health care or provide what I typically refer to as the mini-med plans.

Okay, and then just from a high level, what kind of things would it take or is it going to take to get the U.S. business growing at a healthier clip, let's say, mid-single digits or better? Is it really just a decrease in uncertainty, allowing companies to start spending again? Is it macroeconomic growth picking up or could -- in the current environment, the way things are, could things like more Dodd-Frank coming through and stuff like that really have a big enough impact?

It's probably a combination of all of those, but we're not waiting around for things to come to us. Nate mentioned in his prepared marks about the conflict minerals going very well. We've actually won a few engagements there. We've got several more proposals that are outstanding. We're winning there over the Big Four. We're spending a lot of time looking at select acquisitions, acquisition candidates that fit our criteria of being a cultural fit, having a reasonable economic structure and being something that's complementary to our existing service lines or giving us a geographic presence, critical mass, in certain geographies. Just recently, in a couple of these instances, we've issued letters expressing our interest in going to the next stage of negotiations. So we're taking a hard look at a lot of different companies, but we will be very selective just to make sure that our shareholders benefit from a good acquisition.

And that's such a good segue into my next question which is, maybe you could expand a little bit on -- you just said geography, but on the types of service offerings you'd look at. It's interesting to hear you talk about software offering within health care, and I know you've talked about building that after you hired those folks, but it seems a little different from how we thought about the business in the past being largely a project-based type business. What's the mix today, maybe in that core project base temp-type business versus full-time people and/or other revenue streams? I guess I'm just trying to get a sense, how you're thinking about that from a high level today.

Most of our business, almost all of our business is project based, where we're competing against the Big Four consulting firms or an Accenture or a local type of firm. So we are a project-based firm. The health care solution that we're marketing and developing is really going to sell consulting services to implement it, and in some cases maintain it for the clients. So that's also project-based. When we talk about acquisitions, as Tony has, we're looking for something that complements what we do and it may not be exactly what we do. It may be something that's got a great niche reputation for clients that we serve, but we don't serve in that same manner. Or it may be, like Tony said, getting us more critical mass in a geography we don't have. But we're getting pretty aggressive, we're going out and looking for opportunities to kickstart the business, both in Europe and the United States. On the other hand, we're also looking to increase our image awareness. Tony want to...

Yes, I was going to say we have -- as part of the increased branding expenses or marketing expenses that Nate referred to in his prepared remarks, we're rolling out a set of television commercials, we've actually produced 2 of them, that will run in the fourth quarter under our new brand name RGP, which is obviously the initials for Resources Global Professionals. But our people are really excited about the RGP and we think that the television commercials will really drive home the reinforcement of that new brand.

I think I heard a radio commercial, on Bloomberg Radio, in New York, maybe with that new brand image in the last month or so. It feels to me like you've changed the name a couple of times, and maybe that's just because I remember Resources Connection being just sort of a legal corporate name but the business -- the name under which you sell it is different. But what's the rationale for the change and hadn't you spent quite a bit of money under Resources Global Professionals? I guess I'm just trying to understand what led to that change.

Resource Global Professionals is our business a.k.a. that we're doing business under. RGP is something to identify Resource Global Professionals in the same way as a PricewaterhouseCoopers uses PwC or General Electric uses GE. So we're not changing our name to RGP, we're basically using this as our label to RGP. And we've -- in essence, we've shifted a lot of our marketing spend from print ads which are very expensive, and we didn't think that we're getting the bang for the buck out of those, more to the radio. And this is the first time that we're testing out television, so we'll see how it works. But, actually, it's probably less expensive than you would think, to do these series of television commercials that we have planned over the next 4 quarters.

Our next question comes from Molly McGarrett from JPMorgan.

I was wondering if you could just talk about Europe on a regional basis, what you're seeing country by country, any change in trends from second fiscal quarter.

Yes, Molly, you obviously read the same things that we do in the newspaper. The eurozone is still a very difficult place to do business, with all of the financial crises that they have with the banks. We've seen good growth this quarter, in Germany and Switzerland. Outside of that, not so much. So it's a very, very difficult business environment. Now I would say that, if there's good news in all of this, we have recently taken a really hard look at Europe's cost structure and we've made some adjustments. So that even though the growth has not been there, when we look at the majority of the offices, they have positive profit contribution. So that's kind of where we are in Europe. If you look at Europe, you have the -- in France, you have Hollande talking about job growth as a symbol, a priority, but everything they're doing is inhibiting job growth. So it's not dissimilar to the rest of the world, but it is [indiscernible] the economy, plus they have all these countries they have to bail out. So our clients are very cautious in Europe. Another, though, bright spot in Europe for us has been Sweden. Our Swedish practice has very entrepreneurial in finding the tony causes, go to where the clients is spending money. Find the spend and serve them in that area. So, Sweden, even though it's not a large economy, our Swedish office does a great job in going to practice, and trying to take their best practices and spread them throughout Europe is another one of our priorities.

Got it, and then on pricing, looks like bill pay rates haven't changed too much. But on a regional or an end market basis, have you seen any changes there in terms of the tone of the discussions?

No, I mean our sense -- as we've said in the last couple of quarters, the pricing has been very stable. As you mentioned, you see that in the average bill rates. So the predatory pricing that we've talked about, varied, several quarters ago, we really don't feel in the marketplace. It's the -- more seem to be overall cautious demand environment.

And our next question comes from Mark Marcon from Robert W Baird.

On the pricing side, what would you say the discount is relative to the Big Four for a comparable type of consultant at this point?

Yes, Mark, I think it's similar to what we've said in the past, that we hear anecdotally, that probably on average we're probably about 30% lower. The issue is always the 100-year brand, and that's one of the reasons why we continue to invest in the brand. When we look at our services, compared to the Big Four, the level of consultant is really not comparable. Because, in our case, they're going to get somebody in, let's say, the United States with 20 years of experience, typically directly related to whatever the project that they wanted to work on. The Big Four, they're going to get empirical [ph] type of service, where the majority of the people are going to be less experienced, 2, 3 years of experience, and they're not going to have the same level of talent along the project. What we've seen is, in order to sometimes bring the rates down, they even offshore some of the consulting to their Indian affiliates, and those people aren't even on scene with the clients. So while our rates are a differentiation, we think a bigger differentiation is the level of experience in our consultants.

And how is the bench time being managed in terms of -- obviously you're not paying them when they're not on assignments. But are there any sort of metrics that you can share with us, just in terms of like the utilization of the consultants when they're coming?

We're 100% utilized, Mark, because we don't have any downtime just for the reason that you mentioned. We pay the consultants based upon the time that they're working and so they either are working and getting paid or they're not getting paid.

I recognize that. I meant, when they're coming off of an assignment, like what percentage of the consultants can get reassigned within a reasonable amount of time?

We shoot for A consultants, A+ consultants to become busy as soon as possible, within a week or sometimes with no break in service. Consultants that have more, I would say, unique skills that aren't as re-sellable, they're going to look for other projects with other consulting firms at the same time because they may not be as repeatable type of projects for us. The unique thing about our business model is we don't have to reengineer our consulting base as the types of projects change. Our consultant base constantly evolves to where the demand is. So our biggest job is managing the A+ consultants. And for the most part, they're busy all the time.

Got it. So there's no change in terms of the amount of time between assignments for those A+ers?

I don't think there is. It's the really strong people who have a more unique skill set that we really work hard to keep busy because they're harder sell, that unique skill set.

And then with regards to the court decision impacting the mortgage servicing, are there any ramifications or any other big projects that could potentially be impacted by that decision or was that unique to that one client?

That was unique to that one client. Probably unique to a lot of -- just the rollout -- the industry using different providers to try to get the same results. So it that kind of screeched to a halt.

And then with regards to IT, where you're seeing that good growth, what percentage of your revenue is that up to? I know there's not a clear differentiation between IT.

Yes. It's about 20% of our revenue, Mark.

And our next question comes from Anj Singh from Credit Suisse.

I'm calling on behalf of Kelly Flynn. My first question is, if you could just comment on the number of days of revenue in Q4 versus Q4 '12.

So there are no holidays, so the total number of days are 65. But then, as I mentioned in the prepared remarks, we will most likely lose about 1.5 days due to the Easter-related holidays throughout the world.

Okay. And my second question is regarding your recent launch of the business performance management service. Could you talk a little bit about the market opportunity that's offered there and how you thought about the service launch timing? Is this something that you'd think has a heady demand already or is it something you could entice clients with over time?

I think, as Don and Tony often talk about, we tend to evolve our capabilities to where we see clients needing help and requesting assistance. So in the area of -- kind of on an overall term, business intelligence, we're seeing a lot of companies trying to improve their decision-making by using the data that we have. So we're really just formalizing services that we've been serving clients with and formalizing the strategy to go to other clients as well. So it's really just following what we've, somewhat, been doing.

And our next question comes from Paul Ginocchio from Deutsche Bank.

Tony or -- sorry, Nate, you've historically given us or disclosed Dutch revenues in your 10-Q, can you give that to us for the quarter?

Hang on one second.

65 days in the May quarter, that's flat year-on-year, is that correct?

Yes.

Were you down 1 day or 2 days, year-on-year, in the Feb quarter? I'm sorry if I missed that.

I'm sorry I misunderstood...

In the Feb quarter, you lost 1 day or 2 days year-on-year, what was the -- the 62 days versus 60 days...

The number of paid holidays were the same, but because Christmas and New Year's fell midweek, the impact of the vacations was a little greater. So we lost about a week in the quarter, and then you also have -- the Netherlands revenue were $6.2 million for the 3 months.

[Operator Instructions] Our next question comes from Mark Marcon from RW Baird.

You have some content mineral projects that are coming on. Can you give us a sense for what sort of size those are?

Well, initially, Mark, they're basically what we call kind of a high-level diagnostic. So the initial revenues will be, I think, much lower than if we get the next phase to go to -- like the supply chain due diligence phase of the project, the initial revenues are low. But if we get all of that work, it'll be pretty substantial. So just to give you kind of a look at kind of where our proposals are, out of all those proposals, it's for approximately $3 million in fees. So we'll see what hits and what doesn't, and then where it ultimately goes from there. But we've been winning some of these things over the Big Four, especially this last week, we won 2 very large clients over the Big Four.

And are those projects going to commence or would there be a holdup until the U.S. Chamber of Commerce...

Mark, in that case these companies at that are -- what I think Tony was saying is the companies that are moving forward with it but they're doing it, what I would call stages. And so one of the things that -- as this lawsuit hit, we're going to market with what we call an initial diagnostic, which is truly go in and understand, try to quantify the level of effort, the number of products they have that use these minerals and then develop a project plan. So you're seeing a number of companies wanting to get started in that realm. You're not seeing a lot of clients sign up for what I would call soup to nuts, just because of the uncertainty. But there's a good volume of companies that are kind of gearing, what we kind of look at as this phase 1 approach. It's the initial assessment and planning, that's what we're doing right now and how to get the project done.

Understood. And then with regards to the U.S., are you seeing any sort of regional differences between your biggest East and West Coast markets, relative to some of the second tier markets, in terms of overall demand levels or trends?

The West has come on quite strong, Mark. The central has fallen off a little bit just based upon that one -- basically the mortgage projects that wound down, so that we are very encouraged with our West region. And then the East Coast, even though they declined by about 6% in the quarter, they were up 4% sequentially. So we're seeing a little bit of momentum in tri-state especially in New York City.

And then just what was that CapEx for this quarter and how are you thinking about that on a go-forward basis?

Mark, the CapEx for the quarter was $1 million. Kate had pointed out, but I have misread that, but it was $1 million for the quarter, and we would anticipate about $1.3 million in CapEx for Q4. We're building out a new office.

Okay, and you think that's a good run rate for next year as well, roughly speaking?

Yes. We're just finalizing some of the CapEx plan. I would probably say, next year, for the year, it'd be between $3 million and $3.5 million.

Okay, and then for base for tax rates, obviously, there's lots of variants depending on where the profits come in, but what should we use for the base rate for the remainder of the year and for next year?

On a GAAP basis my guess is that it'll come in probably just shy of 50% based on the current run rates, primarily in Europe.

I would now like to hand the conference back over to Mr. Don Murray for any closing remarks.

Well, I just want to thank our investors and thank you for your continued support and interest in Resources, and we look forward to our next update for the year end fiscal 2013.

Ladies and gentlemen, thank you for participating in today's conference. This concludes our program. You may all disconnect and have a wonderful day.