Resources nection(RGP) - 2021 Q1 - Quarterly Report

Company Information Provides registrant details for RESOURCES CONNECTION, INC., a Delaware corporation, including its Nasdaq listing and common stock outstanding Registrant Details RESOURCES CONNECTION, INC. (RGP) is a Delaware corporation, an accelerated filer, with its common stock traded on The Nasdaq Stock Market LLC - Registrant Name: RESOURCES CONNECTION, INC.[2] - State of Incorporation: Delaware[2] Company Filing Status and Stock Information | Metric | Value | | :--- | :--- | | Trading Symbol | RGP | | Exchange | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) | | Filer Status | Accelerated filer | | Common Stock Outstanding (as of Oct 2, 2020) | 32,433,305 shares | | Par Value per Share | $0.01 | PART I—FINANCIAL INFORMATION Presents unaudited consolidated financial statements and management's discussion for the period ended August 29, 2020 - Financial statements are unaudited and prepared in accordance with GAAP for interim financial information[21] - Interim results are not necessarily indicative of full fiscal year results and should be read in conjunction with the Fiscal Year 2020 Form 10-K[22] ITEM 1. Consolidated Financial Statements (Unaudited) Presents the unaudited consolidated financial statements for Resources Connection, Inc. for the period ended August 29, 2020, prepared in accordance with GAAP for interim financial information Consolidated Balance Sheets Presents the company's financial position, detailing assets, liabilities, and equity as of August 29, 2020, and May 30, 2020 Consolidated Balance Sheet Highlights (Amounts in thousands) | Metric | August 29, 2020 | May 30, 2020 | Change (Aug 29 vs May 30) | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $114,551 | $95,624 | +$18,927 | | Trade accounts receivable, net | $108,242 | $124,986 | -$16,744 | | Total current assets | $231,514 | $230,999 | +$515 | | Goodwill | $216,091 | $214,067 | +$2,024 | | Total assets | $529,162 | $529,181 | -$19 | | Total current liabilities | $88,058 | $94,901 | -$6,843 | | Long-term debt | $88,000 | $88,000 | $0 | | Total liabilities | $219,234 | $225,520 | -$6,286 | | Total stockholders' equity | $309,928 | $303,661 | +$6,267 | Consolidated Statements of Operations Details the company's revenues, expenses, and net income for the three months ended August 29, 2020, and August 24, 2019 Consolidated Statements of Operations Highlights (Three Months Ended, Amounts in thousands, except per share amounts) | Metric | August 29, 2020 | August 24, 2019 | Change (YoY) | | :--- | :--- | :--- | :--- | | Revenue | $147,346 | $172,225 | -$24,879 (-14.4%) | | Gross margin | $57,897 | $67,503 | -$9,606 (-14.2%) | | Income from operations | $4,206 | $8,062 | -$3,856 (-47.8%) | | Net income | $2,284 | $4,939 | -$2,655 (-53.8%) | | Basic Net income per common share | $0.07 | $0.16 | -$0.09 | | Diluted Net income per common share | $0.07 | $0.15 | -$0.08 | | Cash dividends declared per common share | $0.14 | $0.14 | $0.00 | Consolidated Statements of Comprehensive Income Reports net income and other comprehensive income components, such as foreign currency translation adjustments, for the three months ended August 29, 2020 Consolidated Statements of Comprehensive Income Highlights (Three Months Ended, Amounts in thousands) | Metric | August 29, 2020 | August 24, 2019 | Change (YoY) | | :--- | :--- | :--- | :--- | | Net income | $2,284 | $4,939 | -$2,655 | | Foreign currency translation adjustment, net of tax | $4,316 | $(686) | +$5,002 | | Total comprehensive income | $6,600 | $4,253 | +$2,347 | Consolidated Statements of Stockholders' Equity Outlines changes in stockholders' equity, including net income, dividends, and other comprehensive income, for the three months ended August 29, 2020 Consolidated Statements of Stockholders' Equity Highlights (Amounts in thousands) | Metric | May 30, 2020 | August 29, 2020 | Change | | :--- | :--- | :--- | | Total Stockholders' Equity | $303,661 | $309,928 | +$6,267 | | Additional Paid-in Capital | $477,438 | $481,571 | +$4,133 | | Retained Earnings | $360,534 | $358,294 | -$2,240 | | Accumulated Other Comprehensive Loss | $(13,862) | $(9,546) | +$4,316 | - Changes in stockholders' equity for the three months ended August 29, 2020, included $2.3 million in net income, a $4.3 million positive currency translation adjustment, and $4.5 million in cash dividends declared[15] Consolidated Statements of Cash Flows Summarizes cash inflows and outflows from operating, investing, and financing activities for the three months ended August 29, 2020 Consolidated Statements of Cash Flows Highlights (Three Months Ended, Amounts in thousands) | Metric | August 29, 2020 | August 24, 2019 | Change (YoY) | | :--- | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $18,586 | $(3,038) | +$21,624 | | Net cash used in investing activities | $(247) | $(24,822) | +$24,575 | | Net cash (used in) provided by financing activities | $(1,530) | $30,744 | -$32,274 | | Net increase in cash | $18,927 | $2,678 | +$16,249 | | Cash and cash equivalents at end of period | $114,551 | $45,723 | +$68,828 | Notes to Consolidated Financial Statements Provides detailed disclosures and explanations for the consolidated financial statements, covering accounting policies, acquisitions, and other financial details 1. Description of the Company and its Business Describes Resources Connection, Inc. as a global consulting firm offering professional staffing and project execution services - Resources Connection, Inc. (RGP) is a global consulting firm providing professional staffing and project execution services in transactions, regulations, and transformations[19] - The Company operates in the U.S., Asia, Australia, Canada, Europe, and Mexico[19] - The fiscal year consists of 52 or 53 weeks, ending on the Saturday closest to May 31[20] 2. Summary of Significant Accounting Policies Outlines the key accounting principles and policies used in preparing the interim financial statements, including revenue recognition and valuation - The financial statements are prepared in accordance with U.S. GAAP for interim financial information, with certain disclosures condensed or omitted per SEC rules[21] - Critical accounting policies include allowance for doubtful accounts, income taxes, revenue recognition, stock-based compensation, valuation of long-lived assets, goodwill, and business combinations[23][25] - The Company adopted ASU 2016-13 (Credit Losses) in Q1 FY2021, which did not have a material impact on financial condition, results of operations, or cash flows[32][33] Net Income Per Common Share (Three Months Ended, Amounts in thousands, except per share amounts) | Metric | August 29, 2020 | August 24, 2019 | | :--- | :--- | :--- | | Net income | $2,284 | $4,939 | | Basic EPS | $0.07 | $0.16 | | Diluted EPS | $0.07 | $0.15 | | Basic Weighted average shares | 32,183 | 31,788 | | Diluted Weighted average shares | 32,232 | 32,267 | | Anti-dilutive shares not included | 5,324 | 3,345 | 3. Acquisition Details the acquisition of Veracity Consulting Group, LLC, including the purchase price and contingent consideration liability - On July 31, 2019, RGP acquired Veracity Consulting Group, LLC for approximately $38.6 million[34] - The acquisition includes earn-out payments based on Veracity's EBITDA performance, measured as a Level 3 fair value liability using Monte Carlo simulation[34] Veracity Contingent Consideration Liability (Amounts in thousands) | Metric | August 29, 2020 | May 30, 2020 | | :--- | :--- | :--- | | Total contingent consideration liabilities | $8,500 | $7,900 | | Increase in fair value (Q1 FY2021) | $500 | N/A | | Current portion (Other current liabilities) | $5,300 | N/A | | Noncurrent portion (Long-term liabilities) | $2,800 | N/A | 4. Intangible Assets and Goodwill Provides a breakdown of intangible assets and goodwill, including amortization expense and the impact of foreign currency changes Intangible Assets, Net (Amounts in thousands) | Category | August 29, 2020 | May 30, 2020 | | :--- | :--- | :--- | | Customer contracts and relationships | $16,207 | $17,072 | | Tradenames | $1,983 | $2,225 | | Backlog | $306 | $516 | | Consultant list | $0 | $58 | | Non-compete agreements | $43 | $67 | | Computer software | $122 | $139 | | Total Intangible Assets, Net | $18,661 | $20,077 | Amortization Expense and Goodwill (Amounts in thousands) | Metric | August 29, 2020 | August 24, 2019 | | :--- | :--- | :--- | | Amortization expense (3 months ended) | $1,500 | $1,100 | | Goodwill, end of period | $216,091 | N/A | | Goodwill, beginning of period | $214,067 | N/A | | Impact of foreign currency exchange rate changes on Goodwill | $2,024 | N/A | Future Estimated Amortization Expense (Amounts in thousands) | Fiscal Year | Amount | | :--- | :--- | | 2021 (remaining 9 months) | $3,113 | | 2022 | $3,360 | | 2023 | $3,151 | | 2024 | $3,119 | | 2025 | $3,119 | | 2026 | $2,326 | | Total | $18,188 | 5. Leases Details the company's lease costs, weighted average lease terms, discount rates, and future operating lease maturities Total Lease Cost (Three Months Ended, Amounts in thousands) | Metric | August 29, 2020 | August 24, 2019 | | :--- | :--- | :--- | | Operating lease cost | $2,873 | $3,080 | | Short-term lease cost | $63 | $78 | | Variable lease cost | $567 | $604 | | Sublease income | $(222) | $(121) | | Total lease cost | $3,281 | $3,641 | Operating Lease Metrics | Metric | August 29, 2020 | May 30, 2020 | | :--- | :--- | :--- | | Weighted average remaining lease term | 4.1 years | 4.3 years | | Weighted average discount rate | 4.06% | 4.09% | Operating Lease Maturity as of August 29, 2020 (Amounts in thousands) | Years Ending | Operating Lease Maturity | | :--- | :--- | | May 29, 2021 | $9,818 | | May 28, 2022 | $11,382 | | May 27, 2023 | $8,978 | | May 25, 2024 | $7,181 | | May 31, 2025 | $3,442 | | Thereafter | $3,186 | | Total minimum payments | $43,987 | | Less: discount | $(3,525) | | Present value of operating lease liabilities | $40,462 | - The Company leases office space, vehicles, and equipment under operating leases and subleases a portion of its headquarters, generating rental income[40][42] 6. Income Taxes Presents the provision for income taxes and the effective tax rate, explaining the factors influencing changes Income Tax Provision and Effective Tax Rate (Three Months Ended, Amounts in thousands) | Metric | August 29, 2020 | August 24, 2019 | | :--- | :--- | :--- | | Provision for income taxes | $2,000 | $2,600 | | Effective tax rate | 46.1% | 34.8% | | Unrecognized tax benefits liability | $800 | $800 | - The increase in the effective tax rate was primarily due to higher international losses and lower domestic pretax income in Q1 FY2021[43] 7. Long-Term Debt Describes the company's secured revolving credit facility, outstanding borrowings, and compliance with financial covenants - The Company has a $120.0 million secured revolving credit facility with Bank of America, available for working capital and general corporate purposes[44] - Borrowings bear interest at LIBOR plus a margin or an alternate base rate plus a margin, with rates ranging from 1.98% to 2.49% as of August 29, 2020[44][48] Long-Term Debt and Facility Capacity (Amounts in millions) | Metric | August 29, 2020 | | :--- | :--- | | Borrowings on Facility | $88.0 | | Outstanding letters of credit | $1.3 | | Remaining capacity under Revolving Commitment | $0.7 | | Remaining capacity under Reducing Revolving Commitment | $30.0 | - The Company was compliant with all financial covenants under the Facility as of August 29, 2020[45] 8. Stockholders' Equity Discusses changes in stockholders' equity, including stock repurchase programs and declared cash dividends - The Company's July 2015 stock repurchase program had approximately $85.1 million remaining available for future repurchases as of August 29, 2020[49] - A quarterly cash dividend of $0.14 per common share was declared on July 30, 2020, totaling approximately $4.5 million[50] 9. Restructuring Activities Details the North America and APAC Plan, including associated costs and employee separation liabilities - The North America and APAC Plan, initiated in March 2020, aims to streamline management, eliminate positions, and rationalize real estate[52] Restructuring Costs (Three Months Ended, Amounts in thousands) | Cost Type | August 29, 2020 | August 24, 2019 | | :--- | :--- | :--- | | Employee termination costs | $938 | $0 | | Real estate exit costs | $22 | $0 | | Other costs | $56 | $0 | | Total restructuring costs | $1,016 | $0 | Employee Separation Liability (Amounts in thousands) | Metric | Amount | | :--- | :--- | | Liability balance at May 30, 2020 | $1,874 | | Increase in liability (restructuring costs) | $938 | | Reduction in liability (payments and others) | $(1,409) | | Liability balance at August 29, 2020 | $1,403 | | Cumulative restructuring costs (as of Aug 29, 2020) | $6,000 | | Expected additional employee termination costs (FY2021) | $400 | 10. Supplemental Disclosure of Cash Flow Information Provides additional details on non-cash investing and financing activities, as well as income taxes and interest paid Supplemental Cash Flow Information (Three Months Ended, Amounts in thousands) | Metric | August 29, 2020 | August 24, 2019 | | :--- | :--- | :--- | | Income taxes paid | $873 | $1,432 | | Interest paid | $460 | $477 | | Non-cash investing and financing activities: | | | | Liability for contingent consideration (Veracity acquisition) | $0 | $10,400 | | Dividends declared, not paid | $4,509 | $4,476 | 11. Stock-Based Compensation Plans Outlines the company's stock-based compensation plans, including stock option activity and unrecognized compensation costs - The 2014 Performance Incentive Plan allows for various awards, with 1,724,000 shares available for grant as of August 29, 2020[58] Stock-Based Compensation Expense (Three Months Ended, Amounts in thousands) | Metric | August 29, 2020 | August 24, 2019 | | :--- | :--- | :--- | | Stock-based compensation expense | $1,400 | $1,500 | Stock Option Activity (Three Months Ended August 29, 2020, Amounts in thousands, except weighted average exercise price) | Metric | Shares | Weighted Average Exercise Price | | :--- | :--- | :--- | | Outstanding at May 30, 2020 | 5,755 | $16.07 | | Exercised | (44) | $11.36 | | Forfeited | (131) | $17.36 | | Expired | (141) | $16.04 | | Outstanding at August 29, 2020 | 5,439 | $16.08 | | Exercisable at August 29, 2020 | 3,179 | $15.11 | | Unrecognized compensation cost | $6,400 | N/A | | Weighted-average recognition period | 1.70 years | N/A | - The Employee Stock Purchase Plan (ESPP) allows employees to purchase common stock at 85% of the lesser of the fair market value at the beginning or end of semi-annual periods[63] - 245,000 shares were issued under ESPP in Q1 FY2021[64] - As of August 29, 2020, there was approximately $1.7 million of remaining unrecognized compensation cost for unvested restricted awards, expected to be recognized over 1.67 years[65] 12. Legal Proceedings States that the company is not involved in any material legal proceedings that would adversely affect its financial position - Management believes that all legal matters, if disposed of unfavorably, would not have a material adverse effect on the Company's financial position, cash flows, or results of operations[66] 13. Subsequent Events Discloses significant events occurring after the balance sheet date, such as credit agreement amendments and a new European restructuring plan - On September 3, 2020, the Credit Agreement was amended to extend the maturity date to October 17, 2022, increase the Revolving Commitment to $120.0 million, and modify interest rates[67] - On September 21, 2020, the Company repaid $20.0 million on its Facility, reducing outstanding borrowing to $68.0 million[68] - The Board approved a European Restructuring Plan in September 2020, including a proposed 40% reduction in force and real estate footprint reduction[69] - Expected employee termination costs for the European Plan range from $5.5 million to $6.5 million, with anticipated annual pre-tax savings of $6.0 million to $7.0 million in personnel costs[70] - Expected cash and non-cash charges for European real estate exit initiatives are $2.5 million to $3.5 million, with anticipated annual pre-tax savings of $1.0 million to $2.0 million in occupancy and G&A costs[71] ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Provides management's perspective on the Company's financial condition and results of operations, including an overview of the business, strategic focus areas, the impact of COVID-19, critical accounting policies, detailed analysis of operating results, and discussion of liquidity and capital resources - The discussion includes forward-looking statements subject to known and unknown risks and uncertainties[73][74] Overview Describes RGP as a global consulting firm providing professional staffing and project execution services to a broad client base - RGP is a global consulting firm focused on professional staffing and project execution in transactions, regulations, and transformations[75] - The Company serves 88 of the Fortune 100, with over 3,300 professionals engaging with more than 2,400 clients globally[77] - RGP aims to be the premier provider of agile human capital solutions and a preferred employer for experienced consultants[77] Fiscal 2021 Strategic Focus Areas Outlines key strategic initiatives for fiscal year 2021, including digital expansion, core business growth, and global cost structure optimization - Primary focus is digital expansion, including launching a human cloud platform and expanding Veracity's go-to-market penetration[78][84] - Second focus is building the core business through strategic client and industry vertical programs, particularly in healthcare[79][84] - Third focus is global cost structure optimization, continuing the North America and APAC Plan and initiating the European Plan[80][81][84] - The North America and APAC Plan is substantially complete regarding headcount reduction, with expected savings of $10.0 million to $12.0 million in fiscal 2021[80] - The European Plan proposes a 40% reduction in force and real estate footprint reduction, with expected annual pre-tax savings of $6.0 million to $7.0 million in personnel costs and $1.0 million to $2.0 million in occupancy costs[81][82][83][85] COVID-19 Impact and Outlook Discusses the pandemic's impact on revenue and operations, along with RGP's strategies to leverage accelerated market trends - The COVID-19 pandemic caused reduced demand, delayed client decisions, and project cancellations, leading to a 14.4% revenue decline in Q1 FY2021[86] - The pandemic accelerated macro trends like increased use of contingent talent, virtual delivery, and borderless talent models, which RGP aims to leverage[87] - RGP remains focused on balance sheet health, liquidity, cost containment, and strategic allocation of resources to drive growth initiatives[88] Critical Accounting Policies Confirms no material changes to critical accounting policies from the prior fiscal year's Form 10-K - There have been no material changes in critical accounting policies or underlying estimates and assumptions from those described in the Fiscal Year 2020 Form 10-K[90] Results of Operations Provides a detailed analysis of the Company's financial performance for the three months ended August 29, 2020, compared to the prior year, including GAAP and non-GAAP measures, and explanations for significant changes in revenue, costs, and profitability Non-GAAP Financial Measures Explains the use and reconciliation of non-GAAP financial measures like 'Same day constant currency revenue' and 'Adjusted EBITDA' - RGP uses non-GAAP measures like 'Same day constant currency revenue' and 'Adjusted EBITDA' to assess financial and operating performance[94][95] - Same day constant currency revenue adjusts for foreign currency exchange rate fluctuations and differences in business days[96] - Adjusted EBITDA is net income before amortization, depreciation, interest, income taxes, plus stock-based compensation, restructuring costs, and contingent consideration adjustments[96] Reconciliation of GAAP to Non-GAAP Financial Measures (Three Months Ended, Amounts in thousands, except percentages) | Metric | August 29, 2020 | August 24, 2019 | | :--- | :--- | :--- | | Revenue (GAAP) | $147,346 | $172,225 | | Currency impact | $(173) | N/A | | Business days impact | $(2,053) | N/A | | Same day constant currency revenue | $145,120 | N/A | | Net income (GAAP) | $2,284 | $4,939 | | Adjustments (Amortization, Depreciation, Interest, Taxes, Stock-based comp, Restructuring, Contingent consideration) | $7,932 | $6,969 | | Adjusted EBITDA | $10,216 | $11,909 | | Adjusted EBITDA Margin | 6.9% | 6.9% | Three Months Ended August 29, 2020 Compared to Three Months Ended August 24, 2019 Compares the company's financial performance for the three-month periods, highlighting changes in revenue, expenses, and profitability - Revenue decreased by $24.9 million (14.4%) to $147.3 million, primarily due to the adverse impact of the Pandemic, with billable hours decreasing 15.2%[102] - North America revenue decline was partially offset by a $4.3 million increase from the Veracity acquisition[102] - Direct cost of services decreased by $15.3 million (14.6%) due to fewer billable hours, maintaining a similar percentage of revenue (60.7% vs 60.8%)[103][104] - Selling, General and Administrative (SG&A) expenses decreased by $5.8 million, driven by lower management compensation, travel expenses, legal expenses, personnel severance, and lease expenses, partially offset by contingent consideration expense and restructuring costs[106] - Income from operations decreased by 47.8% to $4.2 million, and net income decreased by 53.8% to $2.3 million[11] - The effective tax rate increased to 46.1% from 34.8%, primarily due to higher international losses and lower domestic pretax income[111] Liquidity and Capital Resources Discusses the company's sources of liquidity, including cash from operations and its revolving credit facility, and future cash requirements - Primary liquidity sources are cash from operations and the $120.0 million secured revolving credit facility[115] Cash and Cash Equivalents (Amounts in millions) | Metric | August 29, 2020 | | :--- | :--- | | Cash and cash equivalents | $114.6 | | Held in international operations | $30.7 | - The Credit Agreement was amended on September 3, 2020, extending maturity to October 2022 and increasing the Revolving Commitment to $120.0 million[117] - Expected cash requirement for remaining restructuring actions is $8.0 million to $11.0 million[119] - Management believes current cash, operating cash flows, and the Facility will be adequate for working capital, capital expenditures, and restructuring initiatives for at least the next 12 months[121] Operating Activities Analyzes cash flows generated from or used in the company's primary business operations - Operating activities provided $18.6 million in cash for Q1 FY2021, a significant improvement from $3.0 million cash used in Q1 FY2020[122] - The improvement was driven by a $16.8 million decrease in trade accounts receivable, a $4.5 million payroll tax payment deferral under the CARES Act, higher accounts receivable collections, and favorable payroll timing[122] Investing Activities Examines cash flows related to the acquisition and disposal of long-term assets and investments - Net cash used in investing activities was $0.2 million in Q1 FY2021, a substantial decrease from $24.8 million in Q1 FY2020[123] - Q1 FY2020 included $30.3 million for the Veracity acquisition and $6.0 million in short-term investment redemptions, while Q1 FY2021 primarily involved $0.3 million in property and equipment purchases[123] Financing Activities Details cash flows from debt, equity transactions, and dividend payments - Net cash used in financing activities was $1.5 million in Q1 FY2021, compared to $30.7 million provided in Q1 FY2020[124] - Q1 FY2021 cash usage was primarily due to $4.5 million in cash dividends paid, partially offset by $3.0 million from ESPP and stock option exercises[124] - Q1 FY2020 cash provided included $30.0 million net borrowing under the Facility for the Veracity acquisition and $4.9 million from ESPP/stock option exercises, offset by $4.1 million in dividends[124] - The estimated fair value of contingent consideration for Veracity and Expertence was $8.5 million as of August 29, 2020, with $5.3 million expected to be paid in Q2 FY2021[125] Recent Accounting Pronouncements Refers to Note 2 for information on recently adopted accounting standards - Information regarding recent accounting pronouncements is contained in Note 2 – Summary of Significant Accounting Policies[126] Off-Balance Sheet Arrangements Confirms the absence of any off-balance sheet arrangements - The Company has no off-balance sheet arrangements[127] ITEM 3. Quantitative and Qualitative Disclosures About Market Risk Discusses the company's exposure to market risks, primarily from fluctuations in interest rates and foreign currency exchange rates, and their potential impact on financial results - RGP is exposed to interest rate risk from cash and cash equivalents ($114.6 million) and variable-rate borrowings ($88.0 million) under its Facility[129] - A 10% change in interest rates would result in approximately a $0.2 million change in annual interest expense on current borrowings[130] - Approximately 19.4% of Q1 FY2021 revenues were generated outside the U.S., exposing the Company to foreign currency exchange rate risk[131] - Approximately 26.8% of cash and cash equivalents were denominated in foreign currencies as of August 29, 2020[132] - The Company does not currently use financial hedging techniques to mitigate foreign currency fluctuation risks[133] ITEM 4. Controls and Procedures Management, including the CEO and CFO, evaluated the effectiveness of the Company's disclosure controls and procedures as of August 29, 2020 - The Company's disclosure controls and procedures were effective as of August 29, 2020[134] - There was no material change in the Company's internal control over financial reporting during the quarter ended August 29, 2020[134] PART II—OTHER INFORMATION Contains additional information not covered in the financial statements, including legal proceedings, risk factors, and exhibits ITEM 1. Legal Proceedings States that the Company is not a party to any material legal proceedings - The Company is not a party to any material legal proceedings[135] ITEM 1A. Risk Factors Refers to the risk factors disclosed in the Company's Annual Report on Form 10-K - There have been no material changes in risk factors from those disclosed in Part I, Item 1A of the Annual Report on Form 10-K for the fiscal year ended May 30, 2020[136] ITEM 6. Exhibits Lists the exhibits filed with or incorporated by reference into the Quarterly Report on Form 10-Q - Key exhibits include the Fifth Amendment to Credit Agreement, CEO and CFO certifications (302 and 906), and Inline XBRL financial statements[140] Signatures Contains the official signatures of the Company's authorized officers for the Quarterly Report on Form 10-Q - The report is signed by Kate W. Duchene (President, Chief Executive Officer) and Jennifer Ryu (Chief Financial Officer and Executive Vice President) on October 8, 2020[145][146]