-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KvW6NgmDf7QGQ5RlnKRG5MEHdGl2cvkvck4FUeS3npQlvLWjwPEim1lVRHz2i2L+ 31wfWj1R/VhpQbJe1EiElA== 0000700841-03-000034.txt : 20031105 0000700841-03-000034.hdr.sgml : 20031105 20031105163437 ACCESSION NUMBER: 0000700841-03-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030930 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RCM TECHNOLOGIES INC CENTRAL INDEX KEY: 0000700841 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 951480559 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10245 FILM NUMBER: 03979843 BUSINESS ADDRESS: STREET 1: 2500 MCCLELLAN AVE STE 350 CITY: PENNSAUKEN STATE: NJ ZIP: 08109 BUSINESS PHONE: 6094861777 MAIL ADDRESS: STREET 1: 2500 MCCLELLAN AVENUE STREET 2: STE 350 CITY: PENNSAUKEN STATE: NJ ZIP: 08109-4613 8-K 1 form8k110503prerel.txt FORM 8K PRESS RELEASE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 5, 2003 ----------------- RCM Technologies, Inc. (Exact Name of Registrant Specified in Charter) Nevada 1-10245 95-1480559 -------------- ------------------- ---------- (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) 2500 McClellan Avenue, Suite 350 Pennsauken, NJ 08109-4613 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (856) 486-1777 --------------- 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit Number Exhibit Title 99 Press release dated November 5, 2003, furnished in accordance with Item 12 of this Current Report on Form 8-K. Item 12. Results of Operations and Financial Condition On November 5, 2003, the Registrant issued a press release regarding its financial results for the nine months and three months ended September 30, 2003. A copy of the press release is furnished as Exhibit 99 to this report. Use of Non-GAAP Financial Information To supplement its consolidated financial statements presented in accordance with GAAP, the Registrant uses certain non-GAAP financial measures, including EBITDA and EBITDA per share, which are derived from results based on GAAP. Non-GAAP adjustments are provided to enhance the user's overall understanding of the Registrant's current financial performance and its prospects for the future, including its results of operations, cash generated and resources available for strategic opportunities including reinvestment in the business and acquisitions. In addition, the Registrant has historically reported similar non-GAAP results to the investment community, and, as a result, believes the inclusion of non-GAAP presentations provides consistency in its financial reporting. Further, the non-GAAP results are one of the primary indicators management uses for planning and forecasting in future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with accounting principles generally accepted in the United States. The information set forth under this "Item 12 Results of Operations and Financial Condition" (including the exhibit) shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Registrant pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RCM TECHNOLOGIES, INC. By: /s/Stanton Remer Stanton Remer Chief Financial Officer, Treasurer, Secretary and Director (Principal Financial Officer and Duly Authorized Officer of the Registrant) Dated: November 5, 2003 2 EXHIBIT INDEX Exhibit Number Exhibit Title 99 Press release dated November 5, 2003, furnished in accordance with Item 12 of this Current Report on Form 8-K. EX-99 3 form8kprerel110503.txt PRESS RELEASE DATED 110503 RCM Technologies, Inc. Tel: 856.486.1777 2500 McClellan Avenue Fax: 856.488.8833 Corporate Contacts: Pennsauken, NJ 08109-4613 info@rcmt.com Leon Kopyt www.rcmt.com Chairman, President & CEO Brian Delle Donne Chief Operating Officer Stanton Remer, CPA Chief Financial Officer Kevin D. Miller Senior Vice President P R E S S R E L E A S E RCM TECHNOLOGIES, INC. ANNOUNCES RESULTS FOR NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2003 November 5, 2003 -Pennsauken, NJ - RCM Technologies, Inc. (Nasdaq: RCMT) today announced financial results for the nine months and three months ended September 30, 2003. The Company announced revenues of $161.1 million for the nine months ended September 30, 2003, up from $133.0 million for the same period a year ago. Net income for the nine months ended September 30, 2003 was $5.1 million, or $.48 per diluted share, as compared to net income of $5.2 million, or $0.48 per diluted share, for the same period a year ago. For the nine months ended September 30, 2003, earnings before interest, taxes, depreciation and amortization was $8.9 million, or $.83 per diluted share, as compared to $11.0 million, or $1.02 per diluted share, for the same period a year ago. The Company announced revenues of $55.2 million for the three months ended September 30, 2003, up from $43.7 million for the same period a year ago. Net income for the three months ended September 30, 2003 was $1.8 million, or $.17 per diluted share, as compared to net income of $1.0 million, or $.09 per diluted share, for the same period a year ago. For the three months ended September 30, 2003, earnings before interest, taxes, depreciation and amortization was $3.2 million, or $.30 per diluted share, as compared to $3.6 million, or $.33 per diluted share, for the same period a year ago. Leon Kopyt, Chairman and CEO of RCM, commented: "The evidence continues to accumulate that prospects for growth in demand are recovering amidst the background of residual volatility and uncertainty. Consequently, we are optimistic, but realistic in maintaining our business outlook in a fragmented environment for technology spending. We remain focused on our "fiscal fitness" in building enterprise and shareholder value." About RCM RCM Technologies, Inc. is a premier provider of business and technology solutions designed to enhance and maximize the operational performance of its customers through the adaptation and deployment of advanced information technology and engineering services. RCM is an innovative leader in the design, development and delivery of these solutions to commercial and government sectors for more than 30 years. RCM's offices are located in major metropolitan centers throughout North America. Additional information can be found at www.rcmt.com. The Statements contained in this release that are not purely historical are forward-looking statements within the Private Securities Litigation Reform Act of 1995 and are subject to various risks, uncertainties and other factors that could cause the Company's actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Forward looking statements include, but are not limited to, those relating to demand for the Company's services, expected demand for our services and expectations regarding our revenues, the Company's ability to continue to utilize goodwill, to continue to increase gross margins, to achieve and manage growth, to develop and market new applications and services, risks relating to the acquisition and integration of acquired businesses, demand for new services and applications, timing of demand for services, industry strength and competition and general economic factors. Investors are directed to consider such risks, uncertainties and other factors described in documents filed by the Company with the Securities and Exchange Commission. Tables to Follow RCM Technologies, Inc. Consolidated Statements of Income (Unaudited) (In Thousands, Except Per Share Amounts)
Nine Months Ended September 30, --------------------------------- 2003 2002 ------------- -------------- Revenues $161,094 $133,014 Gross profit 33,743 36,066 Selling, general and administrative 24,810 25,064 Depreciation and amortization 913 943 Other expense 64 104 Income from continuing operations before income taxes 7,956 9,955 Income taxes 2,850 3,766 Income from continuing operations 5,106 6,189 Loss from discontinued operations, net of taxes 965 Net earnings $5,106 $5,224 Earnings per share (diluted) Income from continuing operations $.48 $.57 Loss from discontinued operations .09 Net income $.48 $.48
Three Months Ended September 30, --------------------------------- 2003 2002 ------------- --------------- Revenues $55,224 $43,743 Gross profit 11,545 11,866 Selling, general and administrative 8,335 8,296 Depreciation and amortization 310 323 Other expense 123 141 Income from continuing operations before income taxes 2,777 3,106 Income taxes 960 1,192 Income from continuing operations 1,817 1,914 Loss from discontinued operations, net of taxes 948 Net earnings $1,817 $966 Earnings per share (diluted) Income from continuing operations $.17 .$18 Loss from discontinued operations .09 Net income $.17 $.09
RCM Technologies, Inc. Summary Consolidated Balance Sheet Data (Unaudited) (In Thousands)
September 30, December 31, 2003 2002 ---------------- --------------- Cash and equivalents $ 4,796 $ 2,845 Accounts receivable 42,189 31,754 Working capital 21,823 16,516 Intangible assets 38,086 36,753 Total assets 103,326 89,977 Senior debt 7,300 7,420 Total liabilities 38,035 30,731 Stockholders' equity $65,291 $59,246
RCM Technologies, Inc. Reconciliation of EBITDA to Net Income and Cash Provided by Operating Activities (Unaudited) As used in this report, EBITDA means earnings before interest, income taxes, depreciation, amortization, extraordinary charges, non-recurring charges and other non-cash items. We believe that EBITDA, as presented, represents a useful measure of assessing the performance of our operating activities, as it reflects our earnings trends without the impact of certain non-cash and unusual charges or income. EBITDA is also used by our creditors in assessing debt covenant compliance. We understand that, although security analysts frequently use EBITDA in the evaluation of companies, it is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation. EBITDA is not intended as an alternative to cash flow provided by operating activities as a measure of liquidity, as an alternative to net income as an indicator of our operating performance, nor as an alternative to any other measure of performance in conformity with generally accepted accounting principles. The following is a reconciliation of EBITDA to both net income and cash flow provided by operating activities.
Nine Months Ended September 30, (In Thousands) 2003 2002 ---------- ----------- EBITDA $8,934 $11,002 Depreciation and amortization 914 942 Interest expense, net of interest income 180 70 (Gain) loss on foreign currency transactions (116) 35 Income taxes 2,850 3,766 Loss from discontinued operations 965 ---------- ----------- Net income $5,106 $5,224 ========== ===========
Earning per share (diluted) EBITDA $.83 $1.02 ============== ============== Net income $.48 $.48 ============== ============== Weighted average shares outstanding 10,714,649 10,794,720 ============== ==============
Income from continuing operations $5,106 $6,189 Adjustments to reconcile net income to cash provided by operating activities: Loss from discontinued operations 964 Depreciation and amortization 914 942 Provision for losses on accounts receivable 311 (194) Changes in operating assets and liabilities Accounts receivable (10,745) 6,609 Other receivables 3,733 6,810 Restricted cash (8,296) Deferred tax asset 3,069 7,735 Prepaid expenses and other current assets 1,268 (1,216) Accounts payable and accrued expenses 3,885 (2,137) Accrued payroll 3,205 1,367 Payroll and withheld taxes 397 24 Income taxes payable (63) 2,078 ---------- ----------- Cash provided by operating activities $2,784 $29,171 ========== ===========
Three Months Ended September 30, (In Thousands) 2003 2002 ------------ ------------ EBITDA $3,209 $3,570 Depreciation and amortization 310 322 Interest expense, net of interest income 103 101 Loss on foreign currency transactions 19 40 Income taxes 960 1,192 Loss from discontinued operations 949 ------------ ------------ Net income $1,817 $966 ============ ============
Earning per share (diluted) EBITDA $.30 $.33 =============== ============== Net income $.17 $.09 =============== ============== Weighted average shares outstanding 10,799,857 10,764,321 =============== ==============
Income from continuing operations $1,817 $1,914 Adjustments to reconcile net income to cash provided by operating activities: Loss from discontinued operations 948 Depreciation and amortization 310 322 Provision for losses on accounts receivable 90 133 Changes in operating assets and liabilities Accounts receivable 740 9,441 Other receivables 3,733 6,810 Deferred tax asset 609 48 Restricted cash (8,296) Prepaid expenses and other current assets 629 (393) Accounts payable and accrued expenses (1,428) 105 Accrued payroll 1,989 1,532 Payroll and withheld taxes 91 (214) Income taxes payable 226 (1,253) ------------ ------------ Cash provided by (used in) operating activities $510 $19,393 ============ ============
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