-----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, GQMr2+PmOf8ssTMPOelR1LomGtT19jKPZ6G9n+3PDiQDLtzyas7q41SGtVhW6WcB 4B9w5wBi4jOXfYxamlUoxg== 0000700841-05-000025.txt : 20051109 0000700841-05-000025.hdr.sgml : 20051109 20051109170028 ACCESSION NUMBER: 0000700841-05-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051001 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20051109 DATE AS OF CHANGE: 20051109 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: 051190824 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 form8kpresrel110905.txt FORM 8 K PRESS RELEASE 110905 UNITED STATES 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 9, 2005 RCM Technologies, Inc. (Exact Name of Registrant as 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 --------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): _ Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425). _ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). _ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)). _ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)). 3 Item 2.02. Results of Operations and Financial Condition. On November 9, 2005, the Registrant issued a press release regarding its financial results for the thirty-nine weeks and thirteen weeks ended October 1, 2005. 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 2.02. 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. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. Exhibit Number Exhibit Title 99 Press Release by the Registrant, dated November 9, 2005, furnished in accordance with Item 2.02 of this Current Report on Form 8-K. 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: -------------------------------------------- Stanton Remer Executive Vice President, Chief Financial Officer, Treasurer and Secretary Dated: November 9, 2005 Exhibit Index Exhibit Number Exhibit Title 99 Press Release by the Registrant, dated November 9, 2005, furnished in accordance with Item 2.02 of this Current Report on Form 8-K. EX-99 2 pressrel110905.txt PRESS RELEASE DATED NOVEMBER 9, 2005 P R E S S R E L E A S E RCM TECHNOLOGIES, INC. ANNOUNCES RESULTS FOR THIRTY-NINE WEEKS AND THIRTEEN WEEKS ENDED OCTOBER 1, 2005 November 9, 2005 -- RCM Technologies, Inc. (NNM: RCMT) today announced financial results for the thirty-nine weeks and thirteen weeks ended October 1, 2005. The Company announced revenues of $133.8 million for the thirty-nine weeks ended October 1, 2005, up from $127.6 million for the forty weeks ended October 2, 2004 (same period a year ago). Net income for the thirty-nine weeks ended October 1, 2005 was $2.7 million, or $.23 per diluted share, as compared to net income of $2.4 million, or $.21 per diluted share, for the forty weeks ended October 2, 2004. For the thirty-nine weeks ended October 1, 2005, earnings before interest, income taxes, depreciation and amortization, or EBITDA, was $5.3 million, or $.45 per diluted share, as compared to $5.0 million, or $.43 per diluted share, for the forty weeks ended October 2, 2004. Revenues were $43.4 million for the thirteen weeks ended October 1, 2005, up from $40.9 million for the thirteen weeks ended October 2, 2004 (same period a year ago). Net income for the thirteen weeks ended October 1, 2005 was $717,000, or $.06 per diluted share, as compared to net income of $766,000, or $.07 per diluted share, for the thirteen weeks ended October 2, 2004. For the thirteen weeks ended October 1, 2005, EBITDA was $1.4 million, or $.12 per diluted share, as compared to $1.6 million, or $.14 per diluted share, for the thirteen weeks ended October 2, 2004. Revenues were $43.4 million for the thirteen weeks ended October 1, 2005, down sequentially from $46.3 million for the thirteen weeks ended July 2, 2005. Net income for the thirteen weeks ended October 1, 2005 was $717,000, or $.06 per diluted share, as compared to net income of $1.2 million, or $.10 per diluted share, for the thirteen weeks ended July 2, 2005. For the thirteen weeks ended October 1, 2005, EBITDA was $1.4 million, or $.12 per diluted share, as compared to $2.1 million, or $.18 per diluted share, for the thirteen weeks ended July 2, 2005. The Company attributes the sequential decline in revenues and operating income from the second quarter to the third quarter of 2005 primarily to two different unexpected events and a seasonal factor. Specifically, during the early part of the third quarter, a client of the Company's Power Systems group abruptly terminated fully negotiated but unsigned contracts with RCM and other suppliers to that client and reduced the scope of several other ongoing projects with the Company and other suppliers. RCM estimates the termination of these contracts and reduction in scope of the ongoing projects reduced revenues to RCM in the third quarter by approximately $1.5 million. In addition, early in the third quarter approximately 20 of the Company's consultants completed a major project with a pharmaceutical client. RCM had previously expected the majority of those consultants to immediately start on another project, which did not ultimately commence until early in the fourth quarter. Consequently, revenues for the pharmaceutical project were approximately $700,000 less in the third quarter than in the second quarter. In addition, revenues from a major commercial services client, which virtually shuts down during the summer months, declined as expected by approximately $900,000 in the third quarter as compared to the second quarter. Also, the Company experienced a substantial increase in legal fees in the third quarter for previously disclosed litigation in which the Company is both a defendant and a plaintiff. Legal fees related to this matter increased in the third quarter by approximately $290,000 and $260,000 as compared to the second and first quarters of 2005, respectively. Leon Kopyt, Chairman and CEO of RCM, commented: "Although our revenue for the third quarter rose modestly compared to the same quarter a year ago, earnings and sales on a sequential basis were disappointing. We believe that the shortfall in this quarter, as we have explained above, can be remedied, and it does not affect our view of a more positive trend in activities and bookings going forward. At this time, RCM's pipeline remains strong and we are optimistic about 2006." 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)
Thirty-Nine Forty Weeks Ended Weeks Ended October 1, 2005 October 2, 2004 ------------------ ----------------- Revenues $133,797 $127,555 Gross profit 31,319 30,691 Selling, general and administrative 26,045 25,649 Depreciation and amortization 801 905 Other expense 178 357 Income before income taxes 4,295 3,780 Income taxes 1,577 1,349 Net income $2,718 $2,431 Earnings per share (diluted) Net income $.23 $.21
Thirteen Weeks Thirteen Weeks Ended Ended October 1, 2005 October 2, 2004 ------------------ ----------------- Revenues $43,391 $40,933 Gross profit 10,153 9,964 Selling, general and administrative 8,711 8,322 Depreciation and amortization 273 305 Other expense 66 116 Income before income taxes 1,104 1,221 Income taxes 387 455 Net income $717 $766 Earnings per share (diluted) Net income $.06 $.07
RCM Technologies, Inc. Summary Consolidated Balance Sheet Data (Unaudited) (In Thousands)
October 1, January 1, 2005 2005 ---------------- --------------- Cash and equivalents $4,685 $2,402 Accounts receivable 42,426 40,536 Working capital 31,086 29,545 Goodwill 38,237 35,843 Total assets $103,831 98,101 Senior debt $3,900 4,900 Total liabilities $30,087 28,156 Stockholders' equity $73,744 $69,945
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 and amortization. We believe that EBITDA, as presented, represents a useful measure of assessing the performance of our operating activities. 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.
Thirty-Nine Forty Weeks Ended Weeks Ended October 1, 2005 October 2, 2004 ------------------ ----------------- (In Thousands) --------------------------------------- EBITDA $5,267 $5,037 Depreciation and amortization (801) (905) Interest expense, net of interest income (171) (352) Income taxes (1,577) (1,349) ------------------ ----------------- Net income $2,718 $2,431 ================== ================= Net income $2,718 $2,431 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 801 905 Provision for losses on accounts receivable (110) 63 Changes in operating assets and liabilities Accounts receivable (1,762) (1,408) Restricted cash (205) Prepaid expenses and other current assets 806 702 Deferred tax assets 82 Accounts payable and accrued expenses 693 (3,507) Accrued compensation (1,039) 110 Payroll and withheld taxes (524) 726 Income taxes payable 1,137 63 ------------------ ----------------- Cash provided by operating activities $2,597 $85 ================== =================
Thirteen Weeks Thirteen Weeks Thirteen Weeks Ended Ended Ended October 1, 2005 October 2, 2004 July 2, 2005 ---------------------------------------------------------- (In Thousands) ---------------------------------------------------------- EBITDA $1,440 $1,645 $2,128 Depreciation and amortization (273) (305) (268) Interest expense, net of interest income (63) (119) 15 Income taxes (387) (455) (707) ------------------- ------------------ ----------------- Net income $717 $766 $1,168 =================== ================== ================= Net income $717 $766 $1,168 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 273 305 268 Provision for losses on accounts receivable (91) 93 (10) Changes in operating assets and liabilities Accounts receivable 276 172 (808) Restricted cash (57) (148) Prepaid expenses and other current assets 489 910 (219) Deferred tax assets 82 Accounts payable and accrued expenses 1,469 (453) (437) Accrued compensation (1,411) (802) 1,777 Payroll and withheld taxes (196) 59 359 Income taxes payable 759 199 210 ------------------- ------------------ ----------------- Cash provided by operating activities $2,310 $1,249 $2,160 =================== ================== =================
-----END PRIVACY-ENHANCED MESSAGE-----