Earnings Labs

Resources Connection, Inc. (RGP)

Q3 2008 Earnings Call· Mon, Apr 14, 2008

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Transcript

Operator

Operator

Good day, everyone. Welcome to the Resources Global Professionals third quarter fiscal 2008 earnings results conference call. This call is being recorded. With us today from the company are Ms. Kate Duchene, Chief Legal Officer, Mr. Nate Franke, Chief Financial Officer, Mr. Tony Cherbak, Chief Operating Officer, Mr. Don Murray, Chief Executive Officer. At this time I would like to turn the conference over to Kate Duchene. Please go ahead.

Kate W. Duchene

Management

Thank you, Operator. Good afternoon, everyone, and thank you for participating with us today. Joining me, as you know, is our CEO, Don Murray, our CFO, Nate Franke, and our COO, Tony Cherbak. Tony will speak first about the quarter's results, followed by Nate, who will discuss the financial details, and then Don will conclude the remarks about the future plans of the company. During this call we will be providing you with comments on our results for the third quarter of fiscal 2008. By now you should have a copy of today's press release. If you need a copy and are unable to access the copy via our website, please call [Patricia Marquez]. She can be reached at 714-430-6314, and she'll be happy to fax a copy to you. Before turning the call to Tony, I would 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 10K report for the year ended May 31, 2007 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 Executive Vice President of Operations, to give an overview of the third quarter.

Anthony Cherbak

Management

Thanks, Kate. Good afternoon and welcome to the Resources third quarter conference call, where we will discuss the results of our operations and various other aspects of our business. Total revenues for the third quarter were $202.8 million, up 8% over the comparable quarter a year ago and down slightly on a sequential basis. As we have previously noted at a public investor conference on February 12, 2008, revenue levels during the Christmas and New Year's holidays were below our expectations, and the first few weeks of January did not bounce back as quickly as we had hoped. The weekly revenue during the last five weeks of the quarter, excluding Domenica, ranged between $15.7 and $17.1 million per week. The volatility in the weekly revenue over the last several weeks of the quarter was primarily attributable to the timing of certain holidays in the U.S. and internationally. Domenica, which was acquired December 18, 2007, contributed approximately $4.2 million of revenue during the quarter. Over the course of the quarter, 19 offices hit new weekly revenue highs - nine internationally and 10 domestically. Nate will prove additional detail of recent revenue trends in his review of our financial information later in the call. Now let me update you on our share repurchase program. During our third quarter we purchased approximately 744,000 shares of our common stock on the open market for approximately $13.7 million, or $18.39 per share. Cumulatively, we have purchased approximately 3,658,000 shares since the beginning of our fiscal year and have approximately $68.9 million remaining on our current Board-authorized share repurchase program. We expect that we will continue to buy back our shares during the remainder of fiscal 2008. Including the special dividend that we paid in the first quarter, we have returned approximately $141.7 million to our…

Nate W. Franke

Management

Thanks, Tony. Revenues for the quarter grew 8% to $202.8 million versus $187.5 million in the comparable quarter a year ago, but decreased 2% from $206.6 million in the second quarter of fiscal 2008. Our third quarter included several holidays in the U.S. and internationally, including Christmas and New Year's, which fell in the middle of the week, in addition to certain other holidays in the last part of the quarter. We believe we lost approximately one-and-one-half weeks of revenue during the quarter due to these holidays. Additionally, as Tony previously discussed, our weekly revenues during the last five weeks of the quarter were inconsistent week to week. Now let me discuss revenue geographically. Revenues in the U.S. were up 4% quarter-over-quarter and were down 3% on a sequential basis. Total revenues internationally were $55.8 million versus $45.4 million a year ago and $55.6 million in the second quarter of fiscal 2008, up 23% year-over-year and flat sequentially. International revenue totaled 28% of total revenues for the quarter versus 27% last quarter. Europe's revenues were up 22% quarter-over-quarter and 1% sequentially, while the Asia Pacific region saw revenues up 12% quarter-over-quarter and down 5% sequentially. Total revenues for the Netherlands practice in Q3, excluding Domenica, were $18.4 million, up 5% quarter-over-quarter, and down sequentially by 5%. U.K. revenues were up 6% quarter-over-quarter and down sequentially 16%. On a constant currency basis, international revenues would have been lower by about $4 million in the quarter using the comparable fiscal 2007 conversion rates. On a constant currency basis and excluding Domenica's revenue in the quarter, international revenue grew quarter-over-quarter by 4%. Now let me give you some information about the first few weeks of our fourth quarter. Total weekly revenue for the first three weeks of the fourth quarter came in at…

Don B. Murray

Management

Thank you, Nate. Well, during our third quarter we continued to see upheaval in the world's financial markets. In Europe, a rogue trader perpetrated one of the largest financial frauds in history, making $70 billion of unauthorized derivative trades that ended up costing his employer over $7 billion [inaudible]. As further evidence of the financial difficulties facing our capital markets, just recently one of the most venerable investment banks on Wall Street may be swallowed up by a rival at a mere fraction of its market cap just prior. These are truly unique times, but in spite of these unprecedented events, our people have done what they do best, which is serving the needs of our clients. Although the economy has been difficult to say the least, we still grew our revenue by 8% during the third quarter and achieved an operating margin of almost 12%. Our ability to operate profitability at a growth rate much lower than our historical average is a testament to our business model, in which approximately 70% of our cash costs are variable. Our office leaders have been working hard to negotiate reasonable billing rate increases with our clients, and we have seen some recent improvement in our overall gross margin. We are also committed to controlling our SG&A costs and have taken appropriate steps to do so. Although our approximately 12% operating margin is respectable given the current economic environment and our investments in the long-term growth of the company, we are still not satisfied, and we're committed to improving in the coming quarters. As we mentioned in the second quarter call, we are committed to returning capital to our shareholders, and we continue to evaluate the [inaudible] the share buy back, [inaudible] dividend or a combination of the two. In the near term, given the recent trading range of our shares, we intend to continue buying our shares on the open market as we believe it is the most accretive use of our cash. One of the advantages of our business model is that we generate strong cash flows from operations which gives us many options. We will continue to keep you updated on our thoughts around capital deployment. After the economic events of the last several months, we're hoping for more stability in the global markets throughout the balance of our fiscal year. However, regardless of what occurs, our people will be hard at work, executing our business model for bringing the best professional service possible to our clients. We are extremely proud of the determination and passion with which our people approach their work each day, and I am confident that these qualities will result in the further growth of our business. Now I would be happy to answer your questions.

Operator

Operator

Thank you. (Operator Instructions) Our first question comes from Jim Janesky with Stifel Nicolaus.

James Janesky - Stifel Nicolaus

Analyst · Stifel Nicolaus

Hi. Good afternoon. A couple of questions. Don or -

Don B. Murray

Management

Hello. We can't hear you.

James Janesky - Stifel Nicolaus

Analyst · Stifel Nicolaus

Can you hear me now?

Don B. Murray

Management

Now we can, yeah.

James Janesky - Stifel Nicolaus

Analyst · Stifel Nicolaus

Okay. Sorry about that. I'm on a cell phone. Based on the recent trends that you have in revenues, do you think that you're taking market share or that on the margin the economy's getting a bit better?

Don B. Murray

Management

I don't see the economy getting better. We are getting some larger projects as some of our larger clients are trying to control costs on projects that have to get done, so we are taking some of those projects away from the Big Four-type of providers. And that's been one of the drivers of our growth.

James Janesky - Stifel Nicolaus

Analyst · Stifel Nicolaus

Okay. And on the gross margin comment that you made, do you expect an improvement from the third fiscal quarter or how does that compare to the fourth quarter of 2007?

Nate W. Franke

Management

Well, bear in mind that in the past our fourth quarter has generally been around 150 basis points behind our second quarter due to the holidays. We would definitely expect improvement over that in the fourth quarter. So we feel that's making good progress, we're making some good progress on the gross margin, so we would expect them to come back to something more akin to the gross margin that we achieved in the second quarter and maybe do slightly better than that.

James Janesky - Stifel Nicolaus

Analyst · Stifel Nicolaus

Okay.

Operator

Operator

Anything further, Mr. Janesky?

James Janesky - Stifel Nicolaus

Analyst · Stifel Nicolaus

No, that'll be fine. Thanks.

Operator

Operator

And next we'll hear from Andrew Steinerman with Bear Stearns. Andrew Steinerman – Bear Stearns & Co.: Can I ask about the bill rate achievements that you've been able to make? Do you feel like when you've had that conversation with clients to get to the bill rates - you discussed $134 an hour up from $129 - do you think that had any revenue trade-off, meaning if you stayed at the previous bill rate, do you feel like you would have had more volume?

Nate W. Franke

Management

Andrew, we are not hearing that from the field necessarily. I mean, I think there is still an amount of rate sensitivity out there, but I don't think we're hearing that we're giving hours up. Andrew Steinerman - Bear Stearns & Co.: Okay. And you talked about SG&A leverage in the fourth quarter. Could you repeat what you said and give us the drivers? Is it simply that you're not opening up any more offices and that's what's going to drive SG&A leverage in the fourth quarter, or are there some things in the expense base that you're cutting back on?

Nate W. Franke

Management

Andrew, what I had said was that, you know, we believe based on our current projections that our aggregate SG&A, including stock comp, that the expense leverage would improve by at least 100 basis points. When we look at that, I think it's going to come from a combination of obviously leverage from the higher revenue base with regard to the growth and also expense reductions. Andrew Steinerman - Bear Stearns & Co.: Right. That's what I was asking, where do you see expense reductions?

Nate W. Franke

Management

Yeah, we've cut unnecessary meetings, reduced the number of conferences our people attend. We've tried to reduce unnecessary travel, especially internationally. And, you know, those are the types of things we're doing to reinforce that we should have stronger expense control. And the second thing is we have, as Tony mentioned, slowed down the opening of new offices and focusing on getting the critical mass up in China and Germany.

Anthony Cherbak

Management

And I think one final thing, Andrew, is we've also absorbed some of the normal attrition that we might have into our ongoing operations. You know, we're trying not to replace non-essential positions and just reallocate those job responsibilities amongst the remainder of our staff. Andrew Steinerman - Bear Stearns & Co.: That sounds very reasonable. Thank you so much.

Operator

Operator

And our next question will come from Scott Schneeberger with Oppenheimer. Scott Schneeberger - Oppenheimer & Co.: Thank you. The - sorry for long [inaudible] - the share repurchase in the quarter, in a little way relative to what you've done and in the fiscal first half, it sounds like you're going to ramp that up again in the fourth quarter, but just any comments about why you slowed it a little bit in the quarter? Was it just some timing within the quarter of what you were seeing?

Don B. Murray

Management

Yeah, we tend to - you know, we have a window that we impose on ourselves as to when we can buy stock, and that window was also affected by the holiday season this year, too, so the number of days probably available weren't as many. And that was probably the primary reason. And also our stock was acting so volatile, we decided we better take a breather and just see what settled.

Anthony Cherbak

Management

Yeah, the other thing, too, Scott, is that, you know, we did spend $65 million in the second quarter, so we made a pretty big move in the second quarter. And, you know, we are committed to, you know, continuing to return capital to shareholders and we'll take a hard look at the buyback program in the fourth quarter. Scott Schneeberger - Oppenheimer & Co.: Sure. Thanks. That makes sense. And just a couple of others, more fundamental. You know, with all the volatility with the credit crisis, do you see anything new emerging as, I mean, maybe nothing as large as a Sarbanes-Oxley oriented thing, but are you seeing any new type of business emerging in the last few weeks, months, that looks like it could be a big stream of revenue for you going forward?

Don B. Murray

Management

Well, you know, on a short-term basis there's a number of initiatives, especially in Europe, to do reviews of risks in some of the large financial houses there, so we're getting an opportunity to propose on that and hopefully be part of some of those operations. You know, we just had an SEC and a regulatory conference for - with SEC for Board of Director members, and the SEC kept talking about the implementation of IFRS and how that's progressing. IFRS, as that moves along, should also provide impetus for more work that's going to be required work and not something that's discretionary. So those are the two probably biggest, I think, movements that we see that could affect us, and then one shorter term, one longer term.

Anthony Cherbak

Management

And another area that we anticipated based upon some of these large issues in Europe as well as the United States related to the credit crisis is generally whenever we have these type of events, regulation tends to follow that. And that's being played out a little bit in the press these last couple of days. There was an article in the Wall Street Journal yesterday that talked about, you know, a possibly more robust regulatory environment as a result of some of these events. So that will help us in the long term as we try to help our clients navigate whatever the new regulations might be. Scott Schneeberger - Oppenheimer & Co.: Okay, thanks. That's helpful. Specifically within the financial services sector and banking sector are you, you know, I guess we could say there's consolidation occurring. Is that hurting you or is increased risk issues helping you on a net basis? And I guess if you could address that domestically and internationally. Thanks.

Don B. Murray

Management

I would say that as far as financial services go, you know, I view that we're holding our own. Our large financial services clients are still doing a lot of business with us. They're still very strong. There's nothing as positive as a robust economy to help our business, in the face of the problems today I would say we are getting involved in risk areas, risk assessments. Those are areas that these companies view as critical. If there's consolidation going on, we should get work out of that consolidation as, number one, you have turnover inside the companies, and two, there's going to be a melding of risk review programs, et cetera. So hopefully that will help us also. Scott Schneeberger - Oppenheimer & Co.: Just one more, if I could sneak it in. On your hiring plans, we know you're slowing down new office growth. You mentioned [padding] out in China, Germany, Switzerland. What should we see domestically and abroad for your FTEs, you know, over the near term? Thanks.

Don B. Murray

Management

Well, our FTEs on the associate side, the more growth we get the better because they're all billable. So they're going to grow in proportion to how much of our demand in hours grows. So that type of growth is very positive for us, so the more growth we get, the better the [inaudible] is. On the other side, in the domestic and in international internal side, we're trying to hold that as flat as we can and not make unnecessary hires. Scott Schneeberger - Oppenheimer & Co.: Okay, thanks very much.

Operator

Operator

Our next question comes from T.C. Robillard with Banc of America. T.C. Robillard Jr. – Banc of America Securities LLC: Great. Thank you. Good afternoon, guys. I appreciate the granularity in the examples that you gave on the international side in terms of taking a look at the revenue ramps for your businesses. I'm just trying to get a sense - and maybe I'm being overly simplistic here - but should we expect to see your average contribution margin, as offices that have been open for 24 months move to the next year being open for 36 months, to see a 1000 basis point improvement in the average contribution margin? I mean, I know you're giving two different geographic regions and one was an aggregate of six offices versus three, but it seems - and based from reading between the lines, frankly - that you really should start to see a very dramatic acceleration as you get into offices being open for three years or so. Is that fair?

Nate W. Franke

Management

Well, I think, you know, what were trying to portray in the example that we gave you is that, again, our breakeven point takes us somewhere between 18 to 24 months for new offices. And what we were trying to display is that at the 24-month mark, you should be pretty close to breakeven if you haven't crossed the threshold of achieving a positive contribution margin. And then yes, on a go forward basis, when you get out 36, 48 months and sometimes it's going to take a little bit longer - you should start getting a critical mass of revenue that allows you more easily to absorb the investments that you’ve made in the business. So you should see a nice ramp up, and that ramp up over a period of maybe three, four, five years past the breakeven date should be headed towards what our goals are for operating margins, which are in excess of 20% in our international offices and in excess of 25% for our domestic offices.

T.C. Robillard Jr. - Banc of America Securities LLC

Analyst

Okay, and considering how active you're managing on the cost side and you're looking to really kind of leverage offices that have already been opened, how shall we be thinking about the operating margin over the next several quarters as it progresses? Can we see you get back over into the double-digit area in a reasonable timeframe, i.e., you know, two or three quarters? Or do you think that there's a little bit more - a little longer tail for that as you need to get some of those international offices a bit more mature?

Nate W. Franke

Management

You know, I think it's going to be a bit of a mix. I mean, we are optimistic that we will see continuing improvement in that operating margin. And as Tony pointed out, we do have, you know, a number of offices that are getting to a very nice point in their maturity. We still have a number of younger ones that have a ways to go, and then obviously the overall economy, as Don pointed out, we will grow much more robustly in a good economy. But I think we should see a steady, you know, improvement in that operating margin in the coming quarters.

T.C. Robillard Jr. - Banc of America Securities LLC

Analyst

Okay. And then just a couple quick housekeeping items. Nate, can you tell us how much of fourth quarter guidance is coming from Domenica, and then can you give us cash for ops in the quarter and Capex?

Nate W. Franke

Management

Yeah. The Capex was right around $3 million, and we would anticipate a continuation of that run rate. Domenica, as Tony commented, yielded about $4.2 million in revenue for the 10 weeks that they were in the quarter, so I think you can project a pretty similar run rate again, with accounting for the additional weeks in the fourth quarter. And then the cash flow from operations was about $10 million.

T.C. Robillard Jr. - Banc of America Securities LLC

Analyst

Okay, great. Thanks so much.

Operator

Operator

Our next question will come from Mark Marcon with R.W. Baird. Mark Marcon – Robert W. Baird & Co., Inc.: Good afternoon. Just wondering, is there some seasonality that you would expect to slow down revenue in the back half of the quarter? It seems like the average weekly run rate that you're projecting for the remaining 11 weeks of the quarter are significantly less than what occurred during the first three weeks of the quarter.

Nate W. Franke

Management

You're talking about our fourth quarter? Mark Marcon - Robert W. Baird & Co., Inc.: Right.

Nate W. Franke

Management

Yeah, it's - the fourth quarter, it contains 14 weeks but in this fiscal fourth quarter, because of the way that our year end falls, it will include the Memorial Day holidays. And we've also got - we'll also have in certain of our international offices, around Easter time there's a couple of days that are national holidays within Europe and Asia. So that's the hedge in revenues, Mark. Mark Marcon - Robert W. Baird & Co., Inc.: Okay. So, I mean, but that sounds like maybe a day in the U.S. and a couple of days internationally, no?

Nate W. Franke

Management

Well, Memorial Day's normally more than a day because people typically take off around Memorial Day to spend their vacation. You know, in Europe I think the Netherlands has three holidays in April. A number of offices around the world we see take off Friday and Monday around Easter. So, you know, that's in fact the impact we get from holidays. The seasonality, I would say, comes into effect usually for us in July, which is where we see the most vacation time, and sometimes it carries over into August, the first weeks of August, that really seasonality comes into effect in reducing revenues. Mark Marcon - Robert W. Baird & Co., Inc.: And then it looks like, you know, if we look at the gross margins, you made some good progress in terms of closing the gap relative to a year ago in this quarter. Would you not anticipate continued progress along that front, and when do you think the gross margins would be even with kind of the year ago levels? And do you think it can get back to 40%?

Don B. Murray

Management

Well, our goal is to work towards getting back to that 40%. I think it's going to take, you know, some time to do that. But that is clearly our goal, and we continue to try to progress on these rate increases. But I don't think that will happen, you know, again in one or two quarters. I think it's going to be a progression over time. Mark Marcon - Robert W. Baird & Co., Inc.: Do you think it might be, given the economic circumstances, more like a six-quarter or five-quarter kind of timeframe?

Don B. Murray

Management

I think if you probably looked out over, say, five quarters, that wouldn't be unreasonable, again, you know, depending on the economic climate. But, you know, we are, as you pointed out, we are seeing some progress. Mark Marcon - Robert W. Baird & Co., Inc.: Right.

Don B. Murray

Management

And that 40% gross margin target is what we can manage internally. It doesn't include the reimbursable expenses since we never can really predict what they're going to be. Mark Marcon - Robert W. Baird & Co., Inc.: Sure.

Don B. Murray

Management

It is pure gross margin. Mark Marcon - Robert W. Baird & Co., Inc.: Great. And then can you talk a little bit about, you know, internationally, if I heard you correctly, constant currency ex Domenica, you had 4% year-over-year growth. Is that primarily just because of the decline in the Netherlands, or were there other areas where you saw some softening?

Don B. Murray

Management

Well, I think, you know, we mentioned also the U.K. But I would, you know, those - for the most part, with the exception of the U.K., those sequential declines were not dissimilar to a year ago, and mainly due to, again, the holiday factor, there've always been somewhat sequential declines in Europe for that quarter.

Nate W. Franke

Management

Right. Just like there is here because of the holidays. Mark Marcon - Robert W. Baird & Co., Inc.: So the primary reason is because of the holidays in terms of the year-over-year?

Don B. Murray

Management

Well, that's our, you know, that's our sense. I think in the U.K. we've commented that, you know, that we do feel there's some economic headwinds there as well. But, you know, there's nothing that we would really point our finger at. Mark Marcon - Robert W. Baird & Co., Inc.: Okay, and then the average number of associates for the - quarter-end associates - that was down sequentially. How should we think about that? Is that - has that picked back up here in the last three weeks?

Anthony Cherbak

Management

That's really more a function of the total hours for the quarter. And because the total hours for the quarter were impacted by the Christmas and New Year's holidays, you would anticipate that that would be down just a little bit. So if you look at just purely the FTEs going into the fourth quarter, we would anticipate a pickup. Mark Marcon - Robert W. Baird & Co., Inc.: Okay, great. And then what did - I missed it - you mentioned D&A is going to come down a little bit in the next quarter?

Nate W. Franke

Management

No, I'm sorry. What we had said is it will increase approximately $300,000 to $400,000 per quarter once - and that really results from the Domenica acquisition, and we are in the process of having that purchase price allocation finalized, where you have to set up, you know, the intangible assets once they're valued. So that was just, you know, it's our estimate of the impact of the purchase accounting.

Anthony Cherbak

Management

Yeah, a portion of those intangibles will be amortizable intangibles apart from goodwill, and that's where the $300,000 to $400,000 increase comes from. Mark Marcon - Robert W. Baird & Co., Inc.: Great. Thank you.

Operator

Operator

Our next question comes from Gary Busey with Lehman Brothers.

Gary Busey - Lehman Brothers

Analyst · Lehman Brothers

Hi, guys. Good afternoon. I see you're talking about the 14 weeks in the fourth quarter. Is it right to assume that that was 13 weeks last year?

Anthony Cherbak

Management

That's correct. It's all a function of where our year end falls in any given year. It can be 52 or 53 weeks, and about every third or fourth year it's 53 weeks. And that's why we've got the 14 weeks in the fourth quarter. What we will do in the fourth quarter to provide an apples-to-apples comparison is probably talk about revenues in terms of average weekly revenue and couch our growth in that manner.

Gary Busey - Lehman Brothers

Analyst · Lehman Brothers

Okay. So if I try to, you know, make somewhat of an adjustment for the extra week and back out the revenue for the Domenica acquisition, it seems like the sort of internal normalized growth you're looking for is maybe 3%, 3.5% year-over-year growth. Am I thinking about that in the right ballpark? And I guess that's somewhat of a, you know, continued slowdown sequentially. I guess I just wanted to, if that is the right way to think about it, probe what that is. Is that, you know, largely your sense that the slowing economy in - you referenced the U.K. but also the U.S. is starting to impact the business?

Nate W. Franke

Management

Well, I think what you have to remember is that forecast of revenue is really just a mathematical computation of the first three weeks of the quarter.

Don B. Murray

Management

Yeah, we don't really forecast revenue publicly, so I think what we've always done is given you the mathematical computation saying this is what we're averaging, so if we average that for the quarter, this is what our revenue would be.

Gary Busey - Lehman Brothers

Analyst · Lehman Brothers

Okay, then let me ask another question then. It seems like what that number would imply is slower year-over-year growth, and I guess I'm also curious that the run rate the first couple of weeks of the quarter seemed to be, you know, a bit higher than the run rate numbers you gave for the last couple of weeks of this quarter you're reporting today. Is there some seasonal factor there or, you know, have things gotten a little better? How would you explain that?

Nate W. Franke

Management

The run rate that we gave you for the fourth quarter, for the first three weeks of the fourth quarter, contains Domenica. And, if you recall from our comments during our prepared remarks, the last couple of weeks of this quarter we couched those as excluding Domenica.

Gary Busey - Lehman Brothers

Analyst · Lehman Brothers

Got you. Okay. That makes sense, then. I guess, can you give - I missed two numbers - the growth year-over-year in Europe and Asia Pacific revenue. Do you have that?

Nate W. Franke

Management

Sure. The total international revenues were up 23% year-over-year and flat sequentially, and Europe was up 22% quarter-over-quarter and 1% sequentially. Asia Pacific was up 12% quarter-over-quarter and down 5% sequentially.

Gary Busey - Lehman Brothers

Analyst · Lehman Brothers

And anything in particular going on in Asia? That seems to be somewhat slower growth than you've had.

Don B. Murray

Management

Buddha's birthday. The Christmas holidays. They also, in Asia, celebrate Buddha's birthday. They can take off anywhere from two days to a week in various offices. But that's seasonal.

Gary Busey - Lehman Brothers

Analyst · Lehman Brothers

Okay. Yep. And then just one last question. You know, a quarter ago you were talking about having had to do a bunch of hires of sort of senior-level folks to run offices, or especially in the growth of offices in Germany and China and bunch of places. How are those people doing? Are there any other sort of high-level office level or regional people you need to recruit or are things in pretty good shape at the moment from that perspective? Thanks.

Don B. Murray

Management

I would say we've done most of the higher level hirings that we had set out to do. There's one or two offices where we're still looking for managing directors. Those tend to be in the United States. There's one in Europe. They're not large offices, but we are still looking for probably, you know, anywhere from three to five managing directors for offices that are up and running right now.

Gary Busey - Lehman Brothers

Analyst · Lehman Brothers

Okay, thank you.

Operator

Operator

(Operator Instructions) Next we'll hear from Michel Morin with Merrill Lynch. Michel Morin – Merrill Lynch: And good afternoon, guys. The first question is: Given that equity is a significant component of compensation for the MDs, have you had any trouble retaining any of your senior personnel?

Don B. Murray

Management

No, we haven't had any trouble retaining them, though we've had I would say [inaudible] issue because of the more because we didn't get a re-load in our stock option plan, that we've had to explain to them that we're going to work hard this year on doing that. The stock price, I think it's a concern to all of our people that have their stock options that are underwater. The goal is to get everybody working hard to bring the stock price back up. So part of that is under our control, which is to work hard and get the matrices back to where we want them to be and the stock price will take care of itself. And then part of that is to do a better job with the investors so they understand how important the stock compensation piece is to our employees given that the stock option expense is not a cash expense. So I would say there's been a morale issue and probably a morale issue because of the perception that they feel the investors have of the company, therefore that -

Michel Morin - Merrill Lynch

Analyst · Merrill Lynch

Right. And then you mentioned that there was an office closing in Grand Rapids just towards the end of the quarter. What was the rationale there, and should we anticipate that maybe we might see a few additional closings in the quarters ahead?

Anthony Cherbak

Management

I would not anticipate additional closing, Michel, although we're always evaluating office performance. I would say with Grand Rapids, you know, when we looked at the operations there, it was a relatively small operation. We felt that we could absorb Grand Rapids into our Chicago offices and that taking some of the costs out of the structure would be appropriate based upon the revenue payback that we were getting. So I wouldn't read anything more into that being the precursor for additional office closings.

Don B. Murray

Management

We're getting quite a bit of growth from our Detroit practice and really wanted to reallocate our resources where the growth was.

Michel Morin - Merrill Lynch

Analyst · Merrill Lynch

Okay. And then, Tony, I think you mentioned that, in terms of non-billable headcount, whenever, you know, some people are leaving they're not necessarily being replaced. Should we anticipate that maybe the nonbillable headcount might actually decline in the fourth quarter and as we look ahead?

Anthony Cherbak

Management

Again, I don't know that I would necessarily come to that conclusion as well because, you know, as Don mentioned, there are a few MDs that we are still looking for. And, you know, we will continue to, you know, to always look to see if we can get the best talent into some of our areas, you know, where those positions are open at this point in time. But, you know, we are very much committed to controlling the SG&A costs, and we will take whatever actions we can to continue that trend in the fourth quarter.

Don B. Murray

Management

We're not going to do what I would say, you know, bad business decisions to keep the G&A level. We need to continue to invest in really good people in Shanghai to build that practice because, as Tony illustrated, you know, these offices that we just opened, they're going to be the growth in 36, 48, 60 months. So we need to, you know, fill in some of the roles that we have in some of the existing new, larger markets where we just have a small presence, like in Germany and like in China.

Michel Morin - Merrill Lynch

Analyst · Merrill Lynch

Right. And then just finally, would you happen to have the end-of-period share count?

Nate W. Franke

Management

It's about 45.6 million. I'm sorry, 46.5.

Don B. Murray

Management

That's [inaudible] right?

Nate W. Franke

Management

Yeah.

Michel Morin - Merrill Lynch

Analyst · Merrill Lynch

Okay, thanks.

Operator

Operator

(Operator Instructions) And we'll hear from Mark Marcon with R. W. Baird. Mark Marcon - Robert W. Baird & Co., Inc.: You mentioned that there's approximately 19 offices that are hitting record levels, which sounds terrific. Can you talk a little bit about, you know, are there any other offices maybe that you're not going to close, like Grand Rapids, but what percentage of the offices are, you know, performing slightly below plan or where you think there needs to be some, you know, additional work to get it up to speed?

Anthony Cherbak

Management

I can give you a kind of a good illustration on that, Mark. Number one, if you just looked at our - just look at our domestic offices for a moment. We only have two domestic offices, and they're the ones that we opened in the second quarter and the third quarter, that do not have a positive profit contribution. All of the other domestic U.S. offices have positive profit contributions. That said, we're always looking to do whatever we can to enhance the profit contribution. We want everybody to be up around 25%, between 25% and 30%, in our domestic offices. So we are making money on those investments, it's just a matter of magnitude between the different pockets. And if you want to cross all three regions of the U.S. - again, as we mentioned, I believe it was 10 offices domestically hit new highs - in every region we've got pockets in which we've got growth that's outpacing the company average, and we have some offices that are maybe a little bit more flattish. And then I think we've already kind of discussed what's happening in Europe and Asia. So that's kind of how I would frame it. Mark Marcon - Robert W. Baird & Co., Inc.: It's only two that aren't contributing positively?

Anthony Cherbak

Management

That's correct, but they're brand-new offices. They've only been in, you know, one opened this quarter and one opened last quarter. Mark Marcon - Robert W. Baird & Co., Inc.: Great. And then what's your sense in terms of pricing for some of the larger projects? Are you running into folks from Protiviti or Jefferson Wells that have a bench model and are being a little more aggressive, or how shall we think about that?

Don B. Murray

Management

You know, as far as losing it to one of those two firms because of price, I'm only aware of one large project and that was actually in Europe. There is price sensitivity, and we've seen price concessions made by the Big Four, by their internal audit groups, to get work, so there's a - you know, in this type of environment, there's always going to be price sensitivity. A lot of times the price sensitivity comes not even from a competitor but because of a procurement initiative to bring down all costs, et cetera, and so they'll come back to us and say, "Well, you provided X millions of dollars of services. We want a 5% or a 10% haircut on that for next year." So, you know, that's going on constantly every day. So that's probably the biggest price sensitivity, not as much as from the competitors you mentioned. Mark Marcon - Robert W. Baird & Co., Inc.: It sounds like you've been, I mean, based on the recent bill rate trends, that you were able to more than offset that.

Don B. Murray

Management

Yeah, I think we are offsetting it, in part because, as we do higher level work inside of a company it's easier to get stronger rates for it because they're comparing us to a Big Four or a major consulting firm. If we're lower down on the food chain and we get compared more to some of the staffing level firms you mentioned, you know, then the rates are not as easy. Mark Marcon - Robert W. Baird & Co., Inc.: Thank you.

Operator

Operator

And we have no further questions in the queue. I'd like to turn the conference back to our speakers for additional or closing remarks.

Don B. Murray

Management

I'd just like to thank everybody for their continued support and interest in Resources, and we look forward to our next update after the end of our fourth quarter and our year end for fiscal 2008. Thank you.

Operator

Operator

That does conclude today's conference. We thank you.