Resources Connection, Inc. (RGP) Q3 2020 Earnings Report, Transcript and Summary

Good afternoon, ladies and gentlemen, and welcome to the Resources Connection, Inc. Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions]. As a reminder, this conference call is being recorded. At this time, I would like to turn the call over to your host for today's call Ms. Alice Washington, General Counsel of Resources Connection. Ms. Washington, you may now begin.

Thank you, operator. Good afternoon, everyone, and thank you for participating on this call. Joining me here today are Kate Duchene, our Chief Executive Officer; Tim Brackney, our Chief Operating Officer; and Jennifer Ryu, our Chief Financial Officer. During this call, we will be commenting on our results for the third quarter ended February 22, 2020. By now you should have a copy of today's press release. If you need a copy and are unable to access it on our website, please call Shannon McPhee 714-430-6363. During this call, we may make forward-looking statements regarding future events or future financial performance of the company. Such statements are predictions and actual events or results may differ materially. Please see our report on Form 10-K for the year ended May 25, 2019 and our report on Form 10-Q for the quarter ended February 22, 2020 which we are filing today for a discussion of risks, uncertainties and other factors such as seasonal and economic conditions as well as epidemic diseases such as the recent outbreak of the COVID-19 illness. Such factors 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 our CEO, Kate Duchene.

Thank you, Alice. Welcome to our Q3 fiscal '20 earnings call. This is the first time in company history where all participants are delivering remotely and we will be answering our Q&A virtually. This is the new normal for us as it is for many companies. Thank you very much for attending the call today during such unprecedented times. RGP is a human-first company, so I will begin my remarks with a human perspective on our current circumstances amid the COVID-19 pandemic. First, we're grateful that to-date we only have a few cases of COVID in our employee population. We have other personnel practicing self-quarantine activities, and still others facing health challenges of loved ones. Our priority during these challenging times is the safety and health and mental wellbeing of our people. Our limited direct impact to-date is good news, we don't take it lightly and for which we are immensely grateful. We will continue to monitor our workforce actively to ensure we're providing the right support, including regular communications, access to knowledge, access to resources, including telemedicine and employee assistance programs and access to virtual learning, training programs and IT support. We are also proud we already offer paid time off and sick leave benefits to those coping with this current situation. Second, we have implemented aggressive work-from-home plans for both consultants and internal management. Given our restructuring activities in early March, which I'll talk more about in a moment, we were ahead of the curve in preparing for a transition. Over the past three months as part of the project strength initiative, we developed a specific roadmap for virtual work arrangements, including designating the right leaders and organizational structure, processes and technology tools. We established and communicated virtual work policies to the whole population. We've implemented something we call project Virtual Connect, which includes the rollout of new technology and collaboration tools, such as Zoom, Microsoft Teams, [Box] and Smartsheet, and we've developed learning and training resources to help employees stay connected and productive within the virtual working environment. As knowledge workers, we are much better off to a transition to the virtual workplace effectively. In sum, I'm confident we're ready for these seismic shifts given the work we did throughout January and February, before we knew we'd be in a serious grip of a global pandemic. Third, I want to share data from our experience in China, Japan, Singapore and South Korea, where we have operations. Our China business was most dramatically impacted in January with the first serious shelter-in-place rules. The pandemic impacted our Q3 results in Asia-Pac by approximately $2 million in lost revenue. Persevering in the face of adversity, our teams in Asia-Pac have proven to be tenacious in their client care, so much so that we've seen our business in these markets beginning to normalize. While these practices do represent a smaller percentage of our global revenue, we are learning from the region's experiences. As a testament to this team's resilience and the inherent agility of RGP’s business model, we have identified opportunities and stabilized opportunities by shifting talent to deliver for clients in alternate locations. For example, a client in Japan shifted a critical technology transformation project from Tokyo to New Jersey in February, when Japan was most seriously impacted by work-from-home and business travel disruption. Similarly, we're currently talking with a number of clients about potential global non-discretionary audit support given travel bans. We're well positioned to help clients in new ways during these fluid and uncertain times, as RGP's founding principle is to provide the very human agility companies need right now. Now, let me talk for a minute about our restructuring initiative, which I just referred to as project strength. As I previewed on our last earnings call, during Q3, we undertook a deep business review to become more resilient ahead of a potential economic downturn. Project strength has three primary elements. First, streamline our management structure to improve efficiency, employee engagement and reduce costs. Second, to eliminate non-essential headcount and focus our solution offering on project management, change management and business transformation services. And three, reduce geographic footprint and real estate spend in order to focus on high growth core markets. With respect to this last element, as mentioned earlier, we are actively shifting to deliver with a more virtual operating model. This strategic move also aligns with the development and deployment of our human cloud platform coming in fiscal '21. Tim will provide more color on our restructuring activities and their anticipated impact. While project strength was in no means designed with the global pandemic in mind, we are relieved to be engaged in the restructuring work when we did, as it enhances our ability to confront today's unprecedented challenges. The restructuring decisions we made in early March to reduce management headcount by approximately 8% and terminate a quarter of the real estate leases in North America will provide substantial annualized cost savings. The project strength review of our European business is ongoing in Q4. It may be delayed by the impact of COVID in our European theater, but we will report on actions there during our earnings call following the first quarter of fiscal '21. Jen in a moment will share more detail on the cost of the restructuring efforts, as well as projected annual savings. The last topic I want to address before I turn the call over to Tim and Jen is the question of RGP's past performance in the face of recession. Who is RGP now and how are we likely to perform if the economic crisis deepens? Without a doubt the impact of the 2008 great recession hit RGP hard. At the time, we were mostly known as a finance and accounting staff augmentation firm, and Sarbanes-Oxley compliance provider. In 2008 and '09 with the economic downturn and the commoditization of SOx work, we saw revenue opportunities decline significantly. We spent the last several years evolving our business and operational model and are today a different company. The old lens does not apply. From primarily a finance and accounting staffing and SOX compliance shop, we've grown to become a trusted human capital partner to our clients, supporting their change and transformation initiatives. We operate today in two main buckets: Professional staffing and project consulting. We work primarily with large and very large companies. Our professional staffing business is today broader based functionally than 12 years ago. What I mean by that is we serve the resourcing needs of not only the CFO but also now the Chief Procurement Officer, the Chief Auditor, the CIO, the CHRO and the Project Management Office. With respect to consulting, our services focus as I mentioned on project execution. That includes program and project management, organizational change management and specific subject matter expertise which we call advisory project services. Companies turn to RGP today because they increasingly own their transformation strategies and need execution support. They want to keep talent resourcing agile because the skills needed for each transformation initiatives change. When it comes to transformational project work, it no longer makes sense to rely on full time equivalents with skill sets that may only temporarily be relevant. Most transformation initiatives today fall within one of three main areas: Finance transformation, including automation; digital transformation, including technology and cloud migration; and risk and compliance. We have adjusted our focus and our service capabilities to match our clients’ agendas. Not only are we better positioned today due to the evolved and focused portfolio of work, our project business is driven by needs arising during different business cycles. Some of the projects we work on are focused on top-line growth initiatives. For example, we developed financial and supply chain frameworks for the clinical trial of the new cancer drug. Other projects stem from cost savings directives. Another example, we project managed a supply chain optimization initiative to reduce costs for a global life sciences client. Should the current economic climate deteriorate further, we expect to see more project opportunity of the latter variety. Equally important to the RGP resiliency question are the macro trends that favor our business model now. Consider two megatrends already well underway before Google searches for COVID-19 spiked. These trends provide opportunity for RGP on both the supply and demand sides of the business. First, demographics. Three years ago, the U.S. workforce crossed a major generational threshold. For the first time millennials, today, ages 24 to 39 made up the largest generational cohort in America's workforce, surpassing baby boomers and Gen Xrs according to Pew Research, and U.S. Census data. This year, 2020 will mark another threshold being crossed. Millennials will soon comprise a majority of the U.S. workforce with their born digital successors Gen Z who are just entering the workforce in their first jobs not far behind. This means a lot for workplace flexibility trends. One study found that 92% of millennials and near total majority identified flexibility as a top priority when job hunting. Many may not even consider a job offer unless remote work or other flexible options are on the table. And it's not just the millennials. A recent UK study found that only 17% of those over 50 favor traditional patterns of 9:00 to 5:00 office work, leaving the vast majority favoring more part-time and other flexible options just like their younger colleagues. And at the very same time as talent increasingly prefers agility, organizations are rapidly embracing project oriented workforce strategies. As we discussed on previous calls, we see a pronounced shift in procurement trends for professional services. This can be summed up as fit-for-purpose and price initiatives. Large companies are rationalizing their supply chains to identify strategy, implementation and operation support partners. RGP fits wholly in the latter two provider categories. And as clients conduct recessionary planning, we believe they will increasingly look to rely on agile resources, fit-for-purpose and price to complete projects without the burdens and limitations of traditional full-time employee decision making. Google, McKesson, Unilever, Microsoft and others have already publicly acknowledged such strategic shifts, which we believe will grow. Which brings us to the third mega trend, the coronavirus itself. Not a long-term trend we hope, but rather a short-term catalyst that will accelerate the demographic of workforce planning trends just mentioned. As more companies respond to the coronavirus with greater flexibility and new workforce strategies, I am confident these agile changes won't be temporary fixes at all. Rather, they will become long-term processes. Business agility is an imperative today and business leaders know now more than ever before that human agility is a critical driver of business agility. And that's where RGP fits in. This genie is not going back into the bottle. I'll now turn the call over to Tim to cover certain results of operations in quarter three and also our trends in early Q4.

Thank you, Kate, and good afternoon, everyone. I will highlight operating trends and initiatives that impacted our results and operations for the third quarter, provide more color on the reorganization of our go-to-market operations, and the discuss early fourth quarter trends. Let me start by touching on operations in a world afflicted by a global pandemic. I am extremely proud of the way our company has responded and adjusted to this new temporary normal. In a matter of days, we shifted course from a prominently on premise world to a whole new virtual RGP. This forced the sudden merging of the personal and professional which is unprecedented in our company's history but one which our people embraced seamlessly. Without skipping a beat, we have continued to engage directly with our clients and each other, moving past the discomfort and novelty of our surroundings and embracing a new way of doing business. The early returns have been mostly positive with only some project interruptions, scope modification or delays. And today, we have had very few engagement terminations. Additionally, we have had some opportunity to support clients in new albeit virtual way. We are currently base planning and tracking both existing business and pipeline in order to better comprehend the direct effects of the pandemic. This is a fluid and rapidly changing environment so management remains vigilant and communicates frequently to ensure the safety of our people, buoyancy and morale and preservation of our financial fundamentals. We're grateful at a time like this for the inherent resilience embedded in our business model. As Kate noted our agile employment model is purpose built for the flexibility demands of both clients and talent, which makes it especially relevant in a time of great uncertainty. We have the ability to serve our client base by deploying globally and virtually to help stabilize operations and key initiatives that have been impacted by travel and movement restrictions. For example, one of our financial services clients in Tri-State asked for help in closing their books knowing they have to do that remotely. We quickly mobilized and presented a team, plan and modalities for virtual execution, and then we were up and running. Additionally our platform is built on a scale that largely balances revenue and costs, a differentiator in today's market. Finally, as we continue to move into the digital transformation arena with Veracity, we find that more and more of these projects are delivered remotely and many of the client interactions are already conducted virtually. While there is no elixir for the unknown, we do know that our business model offers a sort of flexibility that is a precious commodity in today's world. Now, let me turn to our third quarter operations. As so with last quarter, we started to see increased weekly velocity in pipeline activity that has persisted throughout the third quarter, excluding the three holiday weeks. While revenue declined on a quarter-over-quarter basis, principally due to the timing of holidays and sun-setting of large projects, our revenue velocity was the highest it's been in several quarters. Additionally, our focus on deal pricing has remained strong, year-to-date average billing rate increased in North America when compared to the same prior year period. Jen will give more color on financial metrics in her remarks. We have worked hard at managing activity and pipeline and this discipline continues even through the choppy waters of the current environment. Pipeline growth and activity increased in North America and Europe during the third quarter, while Asia Pacific was impacted by holidays, the process in Hong Kong and COVID-19 in the latter half of the third quarter. As I mentioned last quarter, clients are engaging crucial projects and transformation efforts even in uncertain times. The current environment may impact timing and scope, however, we believe that many initiatives will continue to press forward. With this in mind, we're redoubling our outreach efforts and looking for new and innovative ways to help these clients navigate this new normal. As an example, for governance and controlled engagements we’re able to complete engagements by reviewing the main documentation, interviewing key personnel and running test stacks remotely. We continue to optimize our core business platform with the focus on go-to-market productivity, delivery effectiveness, efficient matching of supply and demand and cost containment. The reorganization efforts we undertook in the early days of the fourth quarter were positioned around these key elements, and mostly focused in North America as the European review is still underway, and the Asia Pacific business runs lean and has been historically profitable. The North American core business will be centered around four distinct portfolios, core, secondary and emerging markets and independent businesses, which includes Veracity, Countsy and Citrix. Advancing our go-to-market productivity requires furthermore client centricity and relentless prioritization of high return investment areas. In North America, the majority of our largest clients including those in our strategic accounts program, domicile in eight core markets, Tri-State, Atlanta, Chicago, Dallas, Houston, Northern California, Los Angeles and Orange County where we will continue to operate with a traditional footprint and look to concentrate investment in accounts and target development. This nexus of client aggregation and metropolitan GDP leads to a significant focus of revenue within these core markets. There are additional 16 secondary markets that are significantly based on client presence of operations and headquarters. These practices will operate with full go-to-market teams combined with a reduced physical real estate commitment. This strategy allows us to emphasize development of locales where we traditionally under invested, and thereby improve the service to be extended to our most important clients. As clearly demonstrated by the 13% year-to-date growth in our SCP and key account program, when and where we focus, we are likely to win. While our business review process included an effort to rationalize the size and depth of our footprint it also involves an evolution of our operating model into one of the purely virtual and our smallest markets. As a result six processes will be served by a single leader who will manage all of our go-to-market efforts with support from centralized operational and back office functions. These markets will not have dedicated real estate and will operate virtually. Finally, we will wind down eight practices and serve them from proximate geographies. We will not maintain market facing operation with personnel or real estate in these locations. These changes leave us with more directed leadership on our key clients and geographies, and give us the necessary ability to capitalize quickly on market trends and opportunity. These shifts, necessitated leadership and personnel realignment and an overall net reduction in headcount and real estate ultimately provide a positive impact in productivity, delivery outcome and costs. Jen will provide more color on restructuring in her comments. While we were encouraged by the productivity strives we have made to-date and feel that the realignment of our operations and leadership will provide for a stronger, crisper and more efficient go-to-market process, we recognize the inconsistency of performance across our portfolio. For example, while we saw recent velocity lift in some of our core markets, on a year-to-date basis, the Group, with the exception of Atlanta, has not performed as desired. In contrast, our secondary markets have performed strongly as a portfolio led by Seattle, Philadelphia, Tulsa, and the Carolinas. Other consistent bright spots have been our county and executive search businesses, Taskforce, Veracity and Asia Pacific led by strong performance in Japan. We appreciate these efforts and know that as an enterprise we must match the consistency of results. Now on to the supply side of our business. This quarter like last when compared both sequentially and with the prior year quarter, we saw improvements in consulting retention, time to fill, win rates and overall yield metrics. I know our talent organization is proud of the progress today but remains fiercely committed to continuous improvement. We all know that stronger sales and operations planning will enhance decision making and drive a quicker sales process, and ultimately, higher client satisfaction. Our teams are working through fiscal ‘21 planning currently with an eye toward achieving stronger supply and demand alignment, better inventory management and ensure sales motion based on delivery capability. We've adopted under commute mentality with sales, talent and advisory project services or APS working closely together, which is yielding stronger integration and planning and execution. We know that our client base, predominantly larger clients will continue to look to us for professional staffing, and increasingly for significant assistance on co-delivery of key initiatives. For RGP that means to focus on transformation, project and sales management, procurement optimization, along with functional resourcing. Additionally, as we pursue new buying centers within existing clients and targets, our digital capabilities and customer user experience, as well as cloud migration, led by Veracity and our APS groups respectively will be crucial. Finally, we have made great strides in healthcare and life sciences and we feel that segment is a clear growth lever for us next year. Before I conclude my remarks, I'm going to provide some insight about early fourth quarter trends. Recognizing that fourth quarter results will be adversely impacted by the global pandemic, we are nonetheless pleased with operational trends to-date. Through the first few weeks of the quarter trailing average enterprise run rates were the highest they’ve been in the fiscal year and the highest in several months. Additionally, we were seeing upward momentum in some of our core North American markets, including Tri-State, Northern California and Dallas. Overall, pipeline and pull through was also relatively solid and stable in the first few weeks of the fourth quarter. While we were encouraged by these trends and strengthening our overall pipeline, we understand there's serious uncertainty ahead. And we remain focused on things we can control, outreach, climate consulting service and innovative delivery of these trying circumstances. I will now turn the call over to Jen for a more detailed review of our third quarter results.

Thank you, Tim, and good afternoon, everyone. I will start by giving detail on our third fiscal quarter financial results. I will then discuss the trends we're seeing in the fourth quarter of fiscal '20 as well as the financial impact of our restructuring plan. Starting with an overview of our third quarter results, total revenue for the third quarter of fiscal '20 was $168.1 million, a 6.4% decrease from the comparable quarter a year ago and 8.9% decrease sequentially. On a constant currency basis, revenue decreased 6.2% year-over-year and 9.1% sequentially. Our third quarter gross margin was 36.5%, down 130 basis points from the third quarter of fiscal '19 and 380 basis points sequentially. As expected, third quarter revenue and gross margin were both significantly impacted by additional holidays. Further, revenue was adversely impacted by the COVID-19 outbreak in China at the beginning of the calendar year. I will provide more color on revenues by geography as each geography was impacted by different set of circumstances. SG&A expenses for the quarter were $55.3 million or 32.9% of revenue, compared to $55.6 million, or 31% of revenue last year. Our net income for the third quarter was $6.9 million or $0.21 per diluted share, up from $5.8 million or $0.18 per diluted share in the prior year quarter. Third quarter net income benefited from a U.S. tax deduction of $6.6 million relating to the exit from the Nordics and Belgium markets earlier in the fiscal year. In Q3, adjusted EBITDA, which we define as EBITDA before stock compensation and contingent consideration adjustments, was $6.8 million or 4% of revenue, down from $13.9 million or 7.8% of revenue in the prior year quarter, reflecting the impact of lower revenue and gross margin. Now, let me provide some color around our third quarter revenues geographically. Our North America revenue decreased $8 million or 5.4% year-over-year. Veracity contributed $5.4 million of revenue in the third quarter. Excluding Veracity, North America revenue decreased $13.4 million or 9.1% year-over-year. As discussed during our second quarter earnings call, we expect that our third quarter organic revenue to be impacted by approximately $11 million to $13 million due to the Thanksgiving holiday, which were in Q2 last year and the mid-week timing of Christmas and New Year's Day. Sequentially compared to Q2 of fiscal '20, we experienced a similar decrease of $13.6 million in North America revenue due to the impact of holidays. To remove the noise caused by the timing of holidays and thereby enhancing comparability between periods, we actually use the daily revenue run rate as a performance metric. Daily revenue run rate is calculated by taking total revenue divided by the number of equivalent working days. Equivalent working days are the number of actual workdays adjusted for the timing of the holidays. In the third quarter of fiscal '20, we had 58 equivalent working days compared to 63 days in the third quarter of fiscal '19 and 64 days in 2Q. The U.S. daily revenue for the third quarter of fiscal '20 was on par with prior year quarter and increased by approximately 3% compared to the first half average of fiscal '20. The rebound in organic revenue was a result of active pipeline management and business development efforts. While the decrease in lease accounting implementation revenue continue to place a drag on the third quarter, we were able to replace it with revenues from other solution offerings primarily in operational accounting. While revenues in our Tri-State, Northern and Southern California markets were still down compared to the prior year, we saw upward momentum in those markets in the third quarter. Despite the holiday impact, we continue to see significant improvement in markets such as San Antonio, Seattle, Philadelphia and our account fee business, although we understand this progress may be tempered by the current environment. Europe’s third quarter revenue decreased 13.8% year-over-year and 6.9% sequentially. Our exit from the Nordics and Belgium markets resulted in a $2.4 million decrease in revenues compared to Q3 of fiscal '19. Excluding this impact, Europe’s third quarter revenues showed a decline of 2.6% compared to a year ago, or a decline of 1.2% on a constant currency basis. Similar to the U.S., Europe was also impacted by the effect of the midweek holidays compared to prior year. The bright spot in the third quarter was UK showing strong performance compared to prior year quarter. Asia-Pac third quarter revenue decreased 4.8% year-over-year and 11.9% sequentially. On a constant currency basis, Asia-Pac’s revenue decreased 4.6% year-over-year and 12% sequentially. In light of the COVID-19 outbreak, our practices based in China and other parts of Asia adopted virtual methods of working in order to ensure business continuity for us as well as for our clients. Nevertheless, the events relating to COVID-19 had an adverse impact on our revenue in Asia-Pac, especially in China and Hong Kong. In addition, China was further impacted by the extended Lunar New Year's holidays and Hong Kong by the ongoing protests in Q3. The two bright spots in Asia-Pac in the third quarter were Japan and India. They had not experienced an immediate impact of COVID-19 in Q3, and showed solid growth year-over-year. In recently weeks, revenue in China has shown some signs of stabilizing as the spread of COVID-19 shift slowed and business in China attempts to resume operations. Turning to gross margin, gross margin for the third quarter was 36.5% decreasing 130 basis point from the prior year equivalent period and 380 basis points sequentially. The year-over-year decrease is related primarily to an increase in holiday pay for consultants in the U.S. due to additional holidays and a lower bill/pay ratio. The sequential decrease in gross margin reflected similar trends and was also impacted by higher payroll taxes during the beginning of the calendar year. For the third quarter our gross margin in the U.S. was 37.4% compared to 38.6% last year, and our international gross margin was 33.1% compared to 34.8% a year ago. The average hourly bill rate for the quarter was approximately $123 compared to $124 in the prior year quarter, and $123 sequentially. The U.S. and Europe average bill rates improved by 0.9% and 0.4% compared to the prior year quarter respectively. The gains in the U.S. and Europe were offset by a decline in average bill rate in Asia-Pac in the third quarter. The average pay rate for the third quarter of fiscal '20 was $63 compared to $62 in the third quarter of fiscal '19 and $61 in the second quarter of fiscal '20. As a reminder, these hourly rates are derived based on prevailing exchange rates during each given period. Now looking at other components of our third quarter financial results. SG&A expenses were $55.3 million or 32.9% of revenue. This compares to SG&A of $55.6 million, or 31% of revenue in the third quarter of fiscal '19 and $53.8 million or 29.1% of revenue in the second quarter of fiscal '20. The year-over-year dollar decrease is primarily attributable to lower incentive comp, as a result of lower revenue in the third quarter of fiscal '20, a decrease in stock compensation and benefits related to contingent consideration adjustments. These cost reductions were partially offset by an increase in payroll and benefit costs due to additional headcount related to project delivery and digital transformation efforts as well as lower utilization of our salary consultants. Sequentially, this SG&A dollar increase is due to higher payroll taxes during the early part of the new calendar year, tax advisory fees associated with our analysis of the U.S. tax deductions, and higher bad debt expense related to certain client receivables. These additional costs were partially offset by benefits related to estimated contingent consideration payout. Turning to the other components of our financial statements. During the third quarter of fiscal 2020 we took a U.S. tax deduction related to a worthless stock loss in our investments in Belgium, Luxembourg and the Nordics, which included Sweden and Norway. We filed a U.S. tax election to disregard these entities enabling us to claim a $6.6 million benefit on our U.S. tax returns for the tax basis of the investments. As a result, we had an income tax benefit of $4 million for the third quarter, representing an effective tax benefit rate of 135%. After adjusting for non-cash tax items such as changes in valuation allowances, on a cash basis, our effective tax benefit rate was approximately 194%. Our GAAP tax rate for each of the upcoming quarters is difficult to predict, and could be volatile as the rate will be dependent on several factors, including the operating results of our U.S. and foreign locations, each of which are taxed or benefited at different statutory rates, the offset of the tax benefit of foreign losses in certain locations by valuation allowances and the change in reserves on uncertain tax provisions. Now turning to our fourth quarter trends and the impact of COVID-19. As events relating to COVID-19 continue to develop globally, there is significant uncertainty as to the likely effects of this pandemic, which among other things may reduce demand for or delay client decisions to procure our services. In the most recent weeks leading up till today we are beginning to experience some cancellations and delays by certain clients. On the other hand, we're also seeing new opportunities to serve our clients’ needs as a result of government imposed travel restrictions. Our average weekly revenue in the first three weeks of the fourth quarter was $14 million. In the most recent two weeks through March 28th, we have seen a slight downward trend at approximately 2% to 3% compared to the earlier weeks, we expect to see further impact on revenue and pipeline as COVID-19 continues to develop. However, such impact is difficult to predict and quantify at this time. It is difficult to predict how our gross margin and SG&A may be impacted as well, especially if the pandemic persists for an extended period, fluctuations and paid time off, self funded medical insurance and bench time, to name a few examples, could have a material impact on our gross margin and SG&A. Given the fluidity of the current environment, we will not be providing any forward-looking guidance for the fourth quarter. Before I turn to our balance sheet, I'd like to discuss the financial impact of the restructuring plan. As Kate and Tim shared earlier, the main components of our restructuring plan are streamlining and reducing our headcount and our real estate footprint. These actions were initiated in the fourth quarter and did not have any material impact on our third quarter results. With respect to the reduction in force, we expect total employee termination costs to be in the range of $4 million to $5 million, of which approximately $3 million would be taken in the fourth quarter. Upon completion of the reduction in force, we expect annual pre-tax savings of $13 million to $15 million in personnel costs. As we emerge from the COVID-19 impact, we may reinvest some of the personnel cost savings to support key initiatives. With regard to reducing our real estate footprint, we expect to terminate a number of leases in the fourth quarter. Approximately $1 million of charges are expected relating to lease termination costs, costs relating to exiting the facilities, including non-cash asset write-offs. Additional real estate related restructuring charges are expected through fiscal 2021 as we continue to execute the plan to exit the leases, either through termination or subleasing. The exact amount and timing of these charges depends on a number of variables making it difficult to estimate at this point. Upon completion of the exit plan for leases, we expect annual pre-tax savings of $3 million to $4 million in occupancy costs. As Tim mentioned earlier, the review of our European operations is still underway. We expect additional charges as the restriction plan is finalized. Now let me turn to our balance sheet and liquidity. Cash and cash equivalents at the end of the third quarter were $35.9 million. Receivables at quarter end were $130.9 million, compared to $133.3 million at the end of the fourth quarter of fiscal '19. Days of revenue outstanding were approximately 71 days compared to 70 days in prior year and 68 days in the second quarter fiscal '20. To-date we have not experienced much deterioration in our receivables due to COVID-19. Industries that we consider to be at an elevated risk include retail, transportation, energy, and entertainment. Collectively represent just under 10% of our total outstanding receivable. As companies transition to virtual operations, the speed of payment processing may be impacted. Further as the pandemic continues to persist impacting our clients’ liquidity position, we do expect to see some levels of slowdown in collections and potential increase in buyback reserves. Capital expenditures were $2 million through the first nine months of fiscal '20. We expect CapEx to be in $1 million to $2 million range in Q4. We paid $4.5 million in dividends during the quarter. We repurchased 318,000 shares for $5 million during the quarter. Our stock buyback program has $85.1 million remaining. During the first nine months of fiscal '20, we borrowed $35 million to finance the acquisition of Veracity, and we repaid $29 million under our revolving credit facility. And then recently, eventually, the COVID-19 continued to impact the global economy and capital markets. We are actively and closely monitoring all aspects of our liquidity and cash management. In March out of an abundance of caution, we borrowed $39 million under our credit facility to provide a substantial additional cash reserve leaving us with $30 million of additional borrowing availability. RGP has a strong balance sheet including healthy levels of cash on hand and healthy debt ratio. In addition, our variable operating model further serves to mitigate our risk profile. While I believe we are well positioned to weather through any potential financial crisis that might arise, it is not possible to predict the outcome of COVID-19 and the impact it may have on our business. Our short-term priority is to preserve liquidity. As a result, we expect to refrain from share repurchases in the fourth quarter. In the long-term, we will continue to evaluate our capital allocation strategy and expect to return cash to shareholders through dividends and share repurchases, while balancing debt repayment and the capital requirements of growing our business, both organically and strategically. Our shares outstanding at the end of the third quarter were approximately 32.1 million. Before I turn the call back to Kate, I am pleased to share that we have officially adopted a new stock ticker symbol effective this morning. Our new symbol is simply RGP. We're happy with this change and hope this more intuitive ticker symbol will provide a greater clarity in the marketplace. Now, I would like to turn the call back to Kate for some closing remarks.

Thank you, Jen. Before we turn to questions, as usual, I'll review our client continuity for Q3. Our client continuity does remain strong. We served 48 of our top 50 clients from fiscal 2019 and 47 of the top 50 from 2018. In the quarter we had 274 clients for whom we provide services at a run rate exceeding $500,000 in fees down from 281 in fiscal 2019. In addition, our top 50 clients for the quarter represented 40% of total revenues, while 50% of our revenues came from 85 clients. Our largest client for the quarter was approximately 3.6% of revenue. At the end of the third quarter, 90% of our top 50 clients had used more than one type of solution. This penetration reflects the diversity of relationships we have within our client organizations, our shift toward client centricity and this reinforces the opportunity for growth as we improve account planning and penetration. This concludes our prepared remarks and we're now happy to answer any questions.

[Operator Instructions]. I show our first question comes from Andrew Steinerman from JP Morgan. Please go ahead.

I have two questions. The first one, I know you spoke a multiple times about some of your work for your billable associates has been able to be delivered remotely. So my question is, what percentage of your billables have been able to continue their work remotely meaning, the work is getting done and they continue to bill? That's my first question. And my second question is, I realize it's uncertain, you're not giving potential revenue guidance for the fourth quarter. But my question is more just about decremental margins, in the sense that when revenue is down in the fourth quarter, at what margin is that revenue likely to be associated with?

Okay, Andrew, I'll take the first part of the question, then I'll turn it over probably to Tim. I would say almost 100% of our consultants who are billable are delivering remotely. So we've pivoted and been able to do that fairly seamlessly. And they continue to bill, they continue to issue their weekly status reports to clients and we're really following our clients’ lead. With respect to the margin question, Tim, I'll turn that to you or to Jen.

I can take that. Andrew, could you repeat that question? I'm sorry. I'm on a cell phone and broke up a little bit.

Sure. So the question is, in the fourth quarter what might be decremental margins? Just to define it for you. It means when revenues are down in the fourth quarter, what margin will be associated with that revenue decline?

Well, it's hard for me to give you an answer that isn't speculative. What I would say is that what we're trying to do from both a revenue preservation standpoint and to be flexible for our clients is that we are going to -- we will make -- we will have some downward pressure on our margins for -- as an investment and making sure that we are doing the right thing. But in terms of -- as you can see from our trends to-date through the first bit of the quarter, our revenue has been strong and our margins have been strong. So it's difficult to put an absolute number on that because if tomorrow -- I mean the situation is so fluid, it feels like we have to kind of deal with these situations day by day, week by week.

Thank you. Our next question comes from Mark Marcon from Baird. Please go ahead.

Good afternoon. Hope you guys are all staying safe. Just wondering with regards to the office reductions that you've done in place, what percentage of your revenue is associated with the practices that you're terminating?

Tim, do you want to take that? Do you have [indiscernible] the eight offices?

I do. Mark, nice to hear you. Hope you're staying safe as well. The eight offices that we're closing is a very small percentage. It's actually less than 1%. What we were trying to do is make sure that -- we didn't have either a direct market personnel or -- and certainly real estate commitments where we have such a small locus of revenue.

Less than 1% cumulatively?

Less than 1% in terms of where we expect our year to end up and also less than 1% when we look at them in historical perspective, particularly thinking about last year.

Okay. Great. And then with regards to what you're seeing in terms of just current weeks. I think you were describing the revenue trends that you were seeing. Can you talk a little bit about the top of the pipeline just what you're seeing in terms of orders, ability to generate new engagements, how is that being impacted? And the question is both broadly and then specifically in Tri-State area.

Andrew, thanks for the question. I'll let Tim take that as he is closest to our operational reports.

Sure. Mark, I will tell you that -- I'll give you both, right? With respect to velocity, as we mentioned, our velocity is still strong. What I will tell you is that, as we started to look at pipeline, our pipeline when you consider that year-over-year going into the third quarter has been very strong, over the last couple of weeks we started to see some degradation with respect to pipeline. And what I will tell you is that, while it's down, it's still higher than where we were in the similar period the last year. But I definitely think that it’s impacted by obviously the overall situation that we have with the pandemic, but also our transition both from clients and ourselves, having to be able to sort of adjust to this new normal of communicating to each other through different means and modalities. So, I think that part of that decline is expected. I was actually on a pipeline call earlier today, where we looked by region, I talked certain times looking at the Tri-State practice. Obviously, they're impacted a little bit more. Given that there is a - center of the pandemic, which is the hottest of hot spots right now appears to be in New York City. And so what -- I mean more there than in other situations when we attempt to do reach out to clients and targets, there are more people who either can't take a call or caring for somebody who is ill. And so it's a different kind of experience than we have in other parts of the country.

And how big is New York, the Tri-State area now?

It’s -- I don't know if we have it, I mean I’ll have to ask Jen if we actually disclose that information.

No, we don’t.

But just anecdotally, what I would tell you is that in terms of North America, it's our second largest regional practice. So it's a significant piece of our business.

And then can you talk a little bit about what you're seeing in China just in terms of the pace of things getting a little bit better and how you would extrapolate that?

Yes, Andrew, in talking to the team, I had one of our client service directors say he feels like Shanghai….

Kate, this is Mark.

Oh! I'm sorry. I’m sorry, Mark. I am managing a lot of screens here. I apologize. So one of our directors of client service said in Shanghai it feels like the business is about 80% back in terms of how clients are feeling about their business, and getting into the regular cadence of our business activity. And as Tim and Jen said, we've seen some degradation, but our revenue stream there is really starting to normalize as it is in Japan. I think the impact going forward in Asia-Pac will be in India, which is in real lockdown, which is bad news. But it also is creating some opportunity for us as clients who have offshored some of their accounting and finance work and can't get it done now, because of the infrastructure in India not supporting as much work-from-home activity, so we're starting to talk to clients about some opportunity.

[Operator Instructions]. I show no further questions in the queue at this time, I would like to turn the call over to Kate Duchene, CEO, for closing remarks.

Thank you, operator. We send our support and good health wishes to all of those facing COVID-19 challenges. And we sure hope that the world’s health and economy starts to heal soon. Again, we thank you for attending the call today and your interest in RGP. And we'll look forward to talking with you about our results of operations after the end of the fiscal year. Thanks again, everyone, and stay healthy.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.