Good day, ladies and gentlemen and welcome to the Resources Global Professionals Q1 2017 Earnings Conference Call. [Operator Instructions] As a reminder, today’s conference is being recorded. I would now like to introduce your host for today’s conference, Ms. Kate Duchene, Chief Legal Officer. Ma’am, please go ahead.

Thank you, operator. Good afternoon, everyone and thank you for participating today. Joining me on the call are Tony Cherbak, our Chief Executive Officer and Herb Mueller, our Chief Financial Officer. During this call, we will be providing you with comments on our results for the first quarter of fiscal year 2017. By now you should have a copy of today’s press release. If you need a copy and are unable to access the copy on our website, please call Patricia Marquez at 714-430-6314 and she will be happy to fax or e-mail a copy to you. Before introducing 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 Form 10-K report for the year ended May 28, 2016 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 will now turn the call over to Tony Cherbak.

Thanks, Kate. Good afternoon and welcome to Resources’ first quarter conference call. As you have likely read in our press release, as a result of recent health issues, I have decided to resign my position as Chief Executive Officer effective October 7. I will, however, remain a member of the company’s Board of Directors. I remain deeply committed to this company and its future, but I can’t serve in the CEO role given the health issues that I need to address. Kate Duchene, who has served as our Chief Legal Officer and Executive Vice President, will take over as Interim CEO. Kate has been appointed as a part of the company’s previously established emergency succession plan. Since the year 2000, Kate has been part of the executive team and has served the company in many functions, including risk management, marketing, human resources and legal affairs. She has also provided leadership and financial management for our legal consulting business. She is extremely well qualified to step into this role and is excited for the opportunity. The board has formed a search committee to undertake the process and selection of a permanent CEO. Kate will be a candidate for that position along with other senior leaders in the organization who have been identified in our succession plan. The search process is a top priority for RGP and the search committee is committed to selecting the most qualified candidate as quickly as possible. Realistically, we expect the search process to play out over the next 2 to 4 months. In addition to remaining on the Board of Directors, I will continue to serve the company in a part-time employment role during the transition period. I want to thank all of our investors and employees for all of your support. While I can’t complete…

Thank you, Tony. As mentioned, revenues for the quarter were $143.4 million versus $148.3 million in the first quarter of fiscal 2016, a quarter-over-quarter decrease of 3.3% and a sequential decrease of 6%. Our first quarter revenues were moderately impacted by summer vacations both in the U.S. and Europe. On a constant currency basis, revenue decreased 3.1% quarter-over-quarter and 5.9% sequentially. For the first quarter, revenues in the U.S. were $115.6 million, a decrease of 4.5% quarter-over-quarter and 7% sequentially. For the first quarter, total revenues internationally were $27.7 million versus $27.2 million in the first quarter a year ago, an increase of 1.9% quarter-over-quarter, 3.1% constant currency and a decrease of 1.4% sequentially, 0.9% constant currency. International revenue accounted for approximately 19% of total revenues for the quarter compared to 18% last quarter. Europe’s first quarter revenues increased 6.2% quarter-over-quarter and decreased 8.1% sequentially, while the Asia-Pacific region saw first quarter revenues increase 2.5% quarter-over-quarter and 11.7% sequentially. On a constant currency basis, total international revenue increased 3.1% quarter-over-quarter and declined less than 1% sequentially. On a quarter-over-quarter basis, U.S. dollar was stronger against most currencies in Europe, but weaker against Asia Pacific currency in countries where we do business. As a result, on a constant currency basis, Europe’s revenue would have increased quarter-over-quarter by 9.8% and Asia Pacific’s revenue would have been down 1.1%. Let me now discuss early revenue trends for the second quarter of fiscal 2017. Weekly revenues for the first five weeks of the second quarter have averaged $11.2 million and totaled $55.8 million. They were $11.2 million, $9.9 million, which was Labor Day week, $11.4 million, $11.5 million and $11.8 million, using the average of the last three weeks’ revenue over the remaining weeks of the second quarter and adjusting for Thanksgiving and international…

Thank you, Herb. We are pleased to have Herb join our Board as our new CFO as of August 29. In conjunction with Herb stepping into the CFO role, we have asked John Bower, our SVP of Finance to take greater responsibility of the company’s accounting and we were pleased to move him into a newly created Chief Accounting Officer position. Herb has been a CFO of both the public and the private company for over 10 years before joining RGP’s Atlanta practice in 2011. He initially led the accounting and finance practice in Atlanta before becoming its Managing Director in 2012. Herb was the key part of the team that more than tripled the revenue, making Atlanta one of RGP’s largest offices. We have asked him to bring that focus on driving growth to the broader company. We are pleased to report that our offices are finally experiencing and enjoying an increase in activity around the implementation of the rev rec and lease accounting standards. We have recently won an engagement with the PE firm to implement the standard for many of their portfolio companies. We also won a significant project for a major public utility regarding revenue recognition and have a fairly large volume of proposals outstanding. Chatter from the field indicates our clients are developing a greater sense of urgency around the implementation of these standards. We are also receiving referrals from the Big 4 to assist with rev rec efforts of their clients. Last week, the SEC’s Interim Chief Accountant gave a speech specifically addressing the role auditors can and cannot have in implementing accounting standards without running into independence issues. This further highlights the risk to companies of engaging their auditors to do any meaningful work on implementation of these standards. We believe that will…

[Operator Instructions] Our first question comes from the line of Andrew Steinerman with JPMorgan. Your line is now open.

Hi. Tony, I want to wish you all the best. My first question is just when you look at those 3 weeks, weeks 3, 4 and 5 does that feel like a normal seasonal pickup from an August timeframe or is the challenging environment keeping from a normal seasonal pickup when, again, you were looking at weeks 3, 4 and 5?

Andrew, this is Herb. One of the things we experienced a similar increase this time a year ago during that timeframe, so it’s combination of those factors. But if you look at year-over-year for those first 5 weeks, we are off just 1% or 2%, and then last year, you saw some really nice acceleration during that time. We are starting to see that trend right now as well. So, you could argue if you look at that trend that could bump our Q2 up in the 146 range, but just [indiscernible] the math that you use.

Right. I understand, Herb. You are saying we are using straight math, but it is possible for us to see further seasonal pickup, which would be beyond that.

Correct.

Okay, thank you very much.

Our next question comes from the line of Kevin McVeigh with Deutsche Bank. Your line is now open.

We are not hearing anything from him. Operator?

Our next question comes from the line of Mark Marcon with Robert W. Baird. Your line is now open.

First of all, just want to say, Tony, wish you all the best. Hope that you can have a speedy recovery and that things go well.

Thanks Mark.

Enjoyed – really enjoyed working with you over the years, so this is really tough news to hear just on a personal level just because we hope that everything goes well.

Yes.

With regards to the business, can you talk a little bit more about what you are seeing on the rev rec convergence? Last time we talked we thought maybe we would see a little bit more by this point. Can you just discuss that a little bit just in terms of are clients still dragging their feet, you did give some comments about some engagements, but not sure if it’s at the same level that we are hoping for?

I think the thing that we are most excited about is that we are seeing much more sense of urgency on our clients’ side. There is just a lot of chatter coming out of the field that the clients are trying to get after this. And they have engaged us on a fair amount of projects during the quarter, but more importantly, we have just a whole slew of proposals coming in. And we are seeing excitement about not only rev rec, but also the leasing standard where some of our people can – will be as potentially as big as the rev rec.

Right. And Mark, I will add to that, in the field a year ago, clients were telling me that, oh, they expect it’s going to be pushed out another year. They are not really worried about it. And then 6 months ago, they were working on closing their books in their year end. They said we will look at it after that. And then they started looking at it a little closer in April, May and then the Uh-oh moment came through on that. This is going to be a lot more involved. So, we have seen a significant amount of increased urgency and still trying to get their hands around it. Some are still thinking, well, we can maybe do this internally. And then those that start off trying that are now coming up for air saying that they are going to need additional resources. In addition as we alluded to we even started partnering with some of the Big 4 on engagements as they expect to need additional resources as well to be able to complete the activity. So, I think – I know we have been saying that for a while that this is coming, but I will tell you personally from the field, the sense of urgency is much greater now.

Can you – Herb or Tony or Kate, could you dimensionalize some of the engagements that you just recently signed, so for example, that the PE firm. I am just trying to get and I think what most investors are trying to get a sense for is just what is the size of the opportunity relative to – you had mentioned earlier, the first 5 weeks are still down on a year-over-year basis? So, trying to figure out how big is the – what’s coming on relative to the pressure that you are seeing in financial services?

Yes, that’s a great question, Mark and one that we are still trying to get our hands on around. Often, these start off as an initial assessment. That could be a fair – relatively small engagement of anywhere from $50,000 to $100,000 to complete. And then from there, it depends on the size of the company. So, it’s really hard to quantify exactly what that means and how big it can potentially be, but it’s certainly significant.

Yes. The engagements that we have are all over the map and can be from like a low of $50,000 for like a rev rec engagement to roughly $500,000, which was the engagement that we just got from the utility and with possibilities of it going up over that. But because we are on kind of a time and materials basis with most of our clients, it’s very difficult to predict where all these things end up, but that’s kind of a range.

Right. And we are also, along those same lines, seeing a pickup on the lease accounting. We have started closing engagements on that as well.

And you think the lease accounting can be as big as rev rec?

I don’t think it will be as big as rev rec, but it’s certainly a significant piece potentially.

Okay. And I mean just going back to the rev rec, given that the timing doesn’t seem like it’s going to change in terms of when everything needs to be implemented, how would you envision your business scaling as that occurs, in other words, you are just doing the initial assessments for a lot of clients right now, does that go from one or two quarters and then we will have to move to implementation and that will end up being something that you would envision being materially more, how are you thinking about that?

I think over the next couple of quarters, we are going to see an increasing level of activity and then when we get into fiscal ‘18, when there is going to be a true requirement for companies to comply, I think that there will be sheer panic and we will have just a ton of work coming in from our clients. I think at that point in time, it’s going to be not what is the cost, it’s just can you help us. So I think that’s coming.

Do you think that will be like fiscal first quarter of ’18 or is it still kind of back end?

It’s tricky to call. I am hesitant to try and narrow it down that closely. Overall, it’s probably got about a 36-month life cycle and this is going to roll through. You are going to have your larger companies you are getting onboard now. A lot of times, they have internal teams that they are addressing it with. And then as you get down into the smaller mid-market companies, they are going to be coming in a little bit later, but have more pressing need and potentially greater need for outside resources. So it’s going to vary. Some of it will be a lot of assessment work, where after you go through that, they may or may not have significant follow-on work depending on the nature of their contracts and what they have to work through. But – so it’s really hard to quantify exactly what it’s going to be.

I think too Mark, one of the things that Herb – or no, I think that one of the things that Kate mentioned in her remarks was the SEC speech that the Chief Accountant gave really was kind a warning to a lot of companies about doing too much for their audit clients in terms of helping them implement rev rec. So hopefully, that will also cause us to get a lot more referrals from the Big 4 because they can’t audit what they create.

That’s great. And then with regards to what you are seeing in Europe, it’s nice to see that pick up in terms of the revenue growth, can you talk a little bit about the comment that you made with regards to being a little bit more aggressive on the bill rate side in order to get that work and so what are we thinking about in terms of gross profit growth?

Yes. I think here in the short term, you might have a little bit of margin compression out of Europe. We are making active goal of winning the work. We are also at the same time, you are seeing that you are not necessarily seeing that the bill rate drop because we are also going after higher level work at the same time, which some times requires higher level consultants that cost a little bit more. But I think really going after and trying to establish ourselves and start getting the growth, we made some significant changes in the management there over the last few years, significant increase in the outreach to different companies, the business development side and we are starting to see the results of that. So I would anticipate that for the next several quarters, the gross margin there might stay as it is, but be offset by the increased revenue.

Okay. And then with regards to Herb, your new – Kate, we have spoken on and off for many years, but several investors are going to be new to both of you and they are going to – I am just kind of wondering, when you typically end up seeing a CFO and CEO change at the same time and I am just being transparent just because I am getting lots of questions, would the Board consider multiple scenarios over the ensuing five months, six months or is it pretty much we have got a game plan that we are going to move straight ahead and if something changes with regards to the stock, maybe we even buyback more because this is a great opportunity given that we are seeing the business really picking up?

Right. So I am not exactly sure, Mark that I know what you mean by multiple scenarios, but I think we are moving ahead. We have put some initiatives in place that those address some of the operations in our business, but also getting more focused on some of our initiative selling work, which requires bringing in some higher level talent to deliver on that. In terms of capital structure, because I think that’s where your question is headed a bit, I am going to turn that piece to Herb to answer.

Sure. So I think a couple of things and I will back up. The initiatives that – as I went through the process to come onboard, I got very comfortable that there was strong alignment with the executive team and the Board on working on accelerating growth, which was part of the reason I think I ended up getting the job because that’s my focus. And along those lines, as I come in, I am examining all facets of the business, including capital structure and try to work through over the coming months what makes sense. Obviously, we have got a very conservative balance sheet and it may make sense to perhaps be more aggressive there. It may not. But something certainly that, that’s on the radar to take a look at, at the same time, trying to accelerate some of our growth initiatives. We have been working it on the business development and then the higher level advisory work with the SMEs. We have got a lot of opportunity, we think on the data privacy side, so combination of things that we are going, just trying to do them a little bit faster. However, I will point out that as we go through the turnaround in some of the underperforming offices. That takes time. And one of the other key things that we did and kicked off this last year was our talent acquisition group where we did a more concentrated effort to accelerate the pace of which we can hire internal management talent as we believe that’s really been the key in the offices that have seen turnaround success, the improvements that we have made in Europe. So Tanja Cebula, our Chief Innovation Officer, has been leading that and we put together some key people and really excited about the level of talent that we are now bringing in. However, that takes time to work through that.

Great. And then one last one for me and then I will follow up offline. But just as it relates to just the financial services, contraction that you are seeing, can you give – can you kind of quantify that or think about or give us some sense in terms of when you think we anniversary it, is it steadying, how should we think about that?

I think one way is if the Fed increases interest rates, you will see a great opportunity for us. But as well as they are now, that’s really constraining the spend that the financial services industry has an opportunity for. So really that’s going to be, I think the key there.

But then it is – I mean is it – when you look at kind of your weekly and quarterly run rates out of that vertical, is that – does it look like it’s stabilizing yet or is it still – we are still trying to – we are still waiting for the bottom?

Yes. I would say that the drop-off has slowed. There is – we still experience that still drove part of our drop in revenue this past quarter, but not at the rate that we saw before. There is also just the general economic client – climate that is still soft. We see other parts of the areas that they aren’t necessarily industry specific, but they are slowing the amount of the startups, for example and Silicon Valley has slowed down. So there is still – we are very cautious about the overall economic client even outside of financial services. But I do think the deterioration has slowed and there is still opportunity. The interesting thing in that area is there are still some major initiatives related to Dodd-Frank Act that the banks desperately need help to stay in compliance. It’s just a matter of balancing that with their spend.

Okay. So like in the U.S., exclusive of the impact of holidays during the first five weeks, did you – you mentioned during the last quarter, we are basically down 4.4% domestically. Is it looking better on a year-over-year basis, in other words, a smaller decline than that?

We are starting to see some signs of rebound there, but there is still impact to this in the early part of the quarter.

Those first 5 weeks, Mark, are down about 2.6%, so it is lesser of a decline.

That’s globally, right?

Yes.

And that was specific with regards to the U.S.

Okay.

Yes. I would have to take a look at that and I can get back to you on that.

Okay, great. Thank you. Again, Tony, best wishes.

Thanks Mark.

[Operator Instructions] We have a question from the line of Kevin McVeigh with Deutsche Bank. Your line is now open. Mr. McVeigh, your phone maybe on mute. We have a follow-up question from the line of Mark Marcon with Robert W. Baird. Your line is now open.

I’d come back while the conference call is still going on. SG&A, how should we think about that, because you did mention you’ve got a few initiatives that are out there in order to accelerate the growth, how should we think about the trend of the SG&A spend beyond this quarter?

Right. And as we said, I think we are up in the neighborhood of about $800,000 going into quarter two. I think you will kind of see that as probably a reasonable number, maybe just slightly higher on that. We will have some things offsetting it as we have come in and we have added both business development people and then subject matter expert, managing consultants. And what will happen initially when we bring on the management consultant, we have some additional SG&A cost as they are – until they get deployed. And then we anticipate roughly 70% utilization. And their cost shifts to cost of goods sold, so it will lessen the impact. And then on the business development people that we are bringing in is on more of a pure commission basis but initially with a draw. So, you will see some short-term impact to that, which we will be seeing in quarter two. And then hopefully over time that will be offset by the revenue that they bring in.

And lot of these, Mark, have been in the areas we are making investments in our key initiatives like the technical accounting for rev rec and leases, data solutions and M&A, where we are seeing a lot of opportunities. So, the mode is to kind of get those teams up to speed in the hopes that we can really take advantage of the revenue opportunities of those three initiatives.

And so just to be clear, so it sounds like it would go up again in fiscal Q3 and then maybe level out or maybe continue to go up?

It’s right now it might be slightly up in Q3, but I think it’s not significantly.

Okay, great. Thank you very much.

And I am showing no further questions in queue at this time. I would like to turn the call back to Ms. Duchene for closing remarks.

Thank you, operator. Well, thank you everyone for your continued support and interest in Resources. We look forward to our next update for the second quarter of 2017. Thank you.

Ladies and gentlemen, thank you for your participation in today’s conference. This concludes the program and you may now disconnect. Everyone have a great day.