-----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, Jjyoac8yTWd9hQGKF2W2nE2qjT/6JjMSb+MrQPH5sGr6MctlK9rZuO0zwtuvVYfD k3RjvydzuMr5UHUF2a5WMQ== 0000700841-04-000006.txt : 20040317 0000700841-04-000006.hdr.sgml : 20040317 20040317161904 ACCESSION NUMBER: 0000700841-04-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040317 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: 04675704 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 form8kprerel031704.txt FORM 8-K PRESS RELEASE EARNINGS REPORT 12-31-03 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): March 17, 2004 --------------- 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 March 17, 2004, furnished in accordance with Item 12 of this Current Report on Form 8-K. Item 12. Results of Operations and Financial Condition On March 17, 2004, the Registrant issued a press release regarding its financial results for the fourth quarter and year ended December 31, 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 Adjusted EBITDA and Adjusted 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. 2 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: March 17, 2004 3 3 EXHIBIT INDEX Exhibit Number Exhibit Title 99 Press release dated March 17, 2004, furnished in accordance with Item 12 of this Current Report on Form 8-K. 4 EX-99 3 presrel031704.txt PRESS REL. 3/17/04, RESULTS FYE 12/31/03 RCM TECHNOLOGOGIES, INC. 2500 McCLELLAN AVE. TEL: 856-486-1777 PENNSAUKEN, NJ 08109-4613 FAX: 856-486-8833 info@rcmt.com www.rcmt.com P R E S S R E L E A S E RCM TECHNOLOGIES, INC. ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2003 Pennsauken, NJ - March 17, 2004 -- RCM Technologies, Inc. (NNM: RCMT) today announced financial results for the fourth quarter and year ended December 31, 2003. The Company announced revenues of $206.6 million for the year ended December 31, 2003, up from $186.7 million for the prior year. Net income for the year ended December 31, 2003 was $2.8 million, or $.26 per share, as compared to net loss of $24.1 million, or $2.28 per share, for the prior year. For the year ended December 31, 2003, earnings before interest income, interest expense, depreciation, amortization, income taxes, other non-operating income and expense, litigation charge, impairment of goodwill, and compensation expense for stock tender offer (Adjusted EBITDA) was $12.0 million, or $1.10 per diluted share, as compared to $13.3 million, or $1.26 per share, for the prior year. The Company announced revenues of $45.5 million for the three months ended December 31, 2003, up from $45.3 million for the same period a year ago. Net loss for the three months ended December 31, 2003 was $2.3 million, or $.21 per share, as compared to net loss of $29.4 million, or $2.77 per share, for the same period a year ago. For the three months ended December 31, 2003, earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) was $3.1 million, or $.28 per diluted share, as compared to $2.3 million, or $.19 per share, for the same period a year ago. The Company also announced the previously anticipated conclusion of two major contracts in late 2003 (which accounted for $56.1 million of revenue in 2003). Under these contracts, the Company performed certain of the services and subcontracted to third parties on a "pass through" basis other services recognizing a 1.2% processing fee for the subcontracted services. The portion of these services performed by the Company represented $32.0 million in revenues, and "pass through" subcontracted revenue was $24.1 million, in 2003. The Company has been working to replace the non-subcontracted portion of the lost revenue and remains optimistic about its prospects for 2004 and beyond based on the current level of new projects and proposal activities in the Company's pipeline. Leon Kopyt, Chairman and CEO of RCM, commented: "Although the confluence of positive economic factors combined with prospects for a rebound in technology spending have elevated belief, momentum and expectation towards a recovery, we still have not seen compelling and pervasive evidence of significant new spending across a number of relevant sectors. Nonetheless, we hope to continue the transition back to internal growth from earlier priorities of revenue stabilization and profit preservation." 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 (In Thousands, Except Per Share Amounts)
Year Ended Three Months Ended December 31, December 31, --------------------------------- ---------------------------------- 2003 2002 2003 2002 ------------- -------------- -------------- -------------- Revenues $206,605 $186,651 $45,511 $45,343 Gross profit 44,595 46,665 10,851 10,599 Selling, general and administrative 32,558 33,320 7,748 8,256 Depreciation and amortization 1,223 1,279 309 335 Compensation expense for stock tender offer 6,692 6,692 Litigation charge 9,718 9,718 Impairment of goodwill 29,990 29,990 Other expense 182 155 118 52 Income (loss) from continuing operations before income taxes 3,940 (27,797) (4,016) (37,752) Income taxes (benefit) 1,161 (4,628) (1,689) (8,395) Income (loss) from continuing operations 2,779 (23,169) (2,327) Loss from discontinued operations, net of taxes (967) (3) Net income (loss) $2,779 ($24,136) ($2,327) ($29,360) Earnings per share (diluted) Income from continuing operations $.26 ($2.19) ($.21) ($2.77) Loss from discontinued operations (.09) Net income (loss) $.26 ($2.28) ($.21) ($2.77)
RCM Technologies, Inc. Summary Consolidated Balance Sheet Data (In Thousands)
December 31, December 31, 2003 2002 ---------------- --------------- Cash and equivalents $5,152 $2,845 Accounts receivable 36,270 31,754 Working capital 23,882 16,516 Intangible assets 38,076 36,753 Total assets 99,704 89,440 Senior debt 7,300 7,400 Total liabilities 32,533 29,194 Stockholders' equity $67,170 $59,246
RCM Technologies, Inc. Reconciliation of Adjusted EBITDA to Net Income (Loss) and Cash Provided by Operating Activities As used in this report, Adjusted EBITDA means earnings before interest income, interest expense, depreciation, amortization, income taxes, other non-operating income and expense, litigation charge, impairment of goodwill, and compensation expense for stock tender offer. We believe that Adjusted 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. Adjusted EBITDA is also used by our creditors in assessing debt covenant compliance. We understand that, although security analysts frequently use Adjusted 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. Adjusted 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 (loss) 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 Adjusted EBITDA to both net income (loss) and cash flow provided by operating activities.
Year Ended Three Months Ended December 31, December 31, (In Thousands) (In Thousands) ---------------------------- ------------------------------ 2003 2002 2003 2002 ---------- ------------ --------------- ------------- EBITDA $12,037 $13,345 $3,103 $2,343 Depreciation and amortization 1,223 1,279 309 335 Compensation expense for stock tender offer 6,692 6,692 Litigation charge 9,718 9,718 Impairment of goodwill 29,990 29,990 Interest expense, net of interest income 314 172 134 104 (Gain) loss on foreign currency transactions (132) (17) (16) (52) Income taxes (benefit) 1,161 (4,628) (1,689) (8,395) Loss from discontinued operations 967 3 ---------- ------------ --------------- ------------- Net income (loss) $2,779 ($24,136) ($2,327) ($29,360) ========== ============ =============== =============
Earning per share (diluted) EBITDA $1.10 $1.26 $.28 $.19 ============== =============== =============== ============= Net income (loss) $.26 ($2.28) ($.21) ($2.77) ============== =============== =============== ============= Weighted average shares outstanding 10,896 10,586 11,164 10,602 ============== =============== =============== =============
RCM Technologies, Inc. Reconciliation of EBITDA to Net Income (Loss) and Cash Provided by Operating Activities (Continued)
Year Ended Three Months Ended December 31, December 31, 2003 2002 2003 2002 ------------- ------------ --------------- ------------- Net income (loss) $2,779 ($24,136) ($2,327) ($29,360) Adjustments to reconcile net income (loss) to cash provided by operating activities: Loss from discontinued operations 967 3 Depreciation and amortization 1,223 1,279 309 337 Provision for losses on accounts receivable 305 (246) (6) (52) Recognition of noncash portion of compensation expense for stock tender offer 3,829 3,829 Goodwill impairment 29,990 29,990 Changes in operating assets and liabilities Accounts receivable (4,820) 9,667 5,925 4,041 Income tax refund receivable 3,767 3,044 332 (3,766) Restricted cash (8,296) Deferred tax asset 110 2,023 (182) (2,638) Prepaid expenses and other current assets 536 (775) (732) 442 Accounts payable and accrued expenses 845 6,075 (3,040) 7,278 Accrued payroll 1,093 (774) (2,112) (2,141) Payroll and withheld taxes (16) (182) (413) (206) Income taxes payable 1,538 3,578 (1,474) (2,589) ------------- ------------ --------------- ------------- Cash provided by operating activities $2,893 $30,510 $109 $1,339 ============= ============ =============== =============
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