-----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, QiBKy67iUUj4yxU1B6b2KYTInTlEt4fOD7u5hF/f6FKdRS1Ruv89/fzEsuj0u5Em P2Mq3bfYpRUlqhAFTttDpA== 0000700841-07-000028.txt : 20071107 0000700841-07-000028.hdr.sgml : 20071107 20071107161851 ACCESSION NUMBER: 0000700841-07-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070929 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20071107 DATE AS OF CHANGE: 20071107 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: 071221752 BUSINESS ADDRESS: STREET 1: 2500 MCCLELLAN AVENUE STREET 2: STE 350 CITY: PENNSAUKEN STATE: NJ ZIP: 08109-4613 BUSINESS PHONE: 8564861777 MAIL ADDRESS: STREET 1: 2500 MCCLELLAN AVENUE STREET 2: STE 350 CITY: PENNSAUKEN STATE: NJ ZIP: 08109-4613 8-K 1 form8k110707.txt FORM 8-K 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 7, 2007 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)). 1 Item 2.02. Results of Operations and Financial Condition. On November 7, 2007, the Registrant issued a press release regarding its financial results for the thirty-nine weeks and thirteen weeks ended September 29, 2007. 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 shares, 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 7, 2007, 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: /s/ Stanton Remer -------------- Stanton Remer Executive Vice President, Chief Financial Officer, Treasurer and Secretary Dated: November 7, 2007 Exhibit Index Exhibit Number Exhibit Title 99 Press Release by the Registrant, dated November 7, 2007, furnished in accordance with Item 2.02 of this Current Report on Form 8-K. EX-99 2 pressrel110707.txt PRESS RELEASE QUARTERLY REPORT 09/29/2007 P R E S S R E L E A S E RCM TECHNOLOGIES, INC. REPORTS 2007 THIRD QUARTER AND YEAR-TO-DATE RESULTS Third Quarter Operating Income Up 20% and Nine Months Operating Income Up 39% Versus the Comparable Periods a Year Ago Pennsauken, NJ - November 7, 2007 -- RCM Technologies, Inc. (NASD: RCMT) today announced financial results for the thirty-nine weeks and thirteen weeks ended September 29, 2007. The Company announced revenues of $165.4 million for the thirty-nine weeks ended September 29, 2007, up from $147.7 million for the thirty-nine weeks ended September 30, 2006 (comparable prior year period). Net income for the thirty-nine weeks ended September 29, 2007 was $5.1 million, or $0.41 per diluted share, as compared to net income of $4.0 million, or $0.33 per diluted share, for the comparable prior year period. The 2006 period included a $1.0 million income tax credit, or $.08 per share diluted. Operating income for the thirty-nine weeks ended September 29, 2007 was $7.7 million, or $0.61 per diluted share, up from $5.5 million, or $0.46 per diluted share, for the comparable period. Net income before stock-based compensation (1) for the thirty-nine weeks ended September 29, 2007 was $5.3 million, or $0.42 per diluted share, and excludes net equity-based compensation expense of $151,000. Net income before stock-based compensation (1) for the thirty-nine weeks ended September 30, 2006 was $4.7 million, or $0.39 per diluted share, and excludes net stock-based compensation expense of $693,000. Net income for the thirty-nine weeks ended September 29, 2007 includes income of $480,000 ($800,000, net of income taxes of $320,000), or $.04 per diluted share, from a legal settlement. No such income was realized during the comparable prior year period. For the thirty-nine weeks ended September 29, 2007, earnings before interest, income taxes, depreciation and amortization, or EBITDA, was $9.6 million, or $0.77 per diluted share, as compared to $6.6 million, or $0.55 per diluted share, for the comparable prior year period. EBITDA for the 2007 period includes income of $800,000 from a legal settlement, as discussed above. The Company announced revenues of $54.0 million for the thirteen weeks ended September 29, 2007, up from $51.6 million for the thirteen weeks ended September 30, 2006 (comparable prior year period). Net income for the thirteen weeks ended September 29, 2007 was $1.7 million, or $0.14 per diluted share, as compared to net income of $1.3 million, or $0.11 per diluted share, for the comparable prior year period. Operating income for the thirteen weeks ended September 29, 2007 was $2.8 million, or $0.22 per diluted share, up from $2.3 million, or $0.19 per diluted share for the comparable period. Net income before stock-based compensation (1) for the thirteen weeks ended September 29, 2007 was $1.8 million, or $0.14 per diluted share, and excludes a net stock-based compensation credit of $57,000. Net income before equity-based compensation(1) for the thirteen weeks ended September 30, 2006 was $1.4 million, or $0.12 per diluted share, and excludes net stock-based compensation expense of $99,400. For the thirteen weeks ended September 29, 2007, EBITDA was $3.2 million, or $0.25 per diluted share, as compared to $2.7 million, or $0.22 per diluted share, for the comparable prior year period. Leon Kopyt, Chairman and CEO of RCM, commented: "We are pleased to report that revenues and operating income in the third quarter and the nine months increased on a comparable year basis. The third quarter and nine months performance were highlighted by a 20% and 39% increase in operating income over the same periods a year ago. We believe that the overall trend points towards moderate growth despite seasonal factors." 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 35 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. (1) On January 1, 2006, the Company adopted the provisions of SFAS No. 123(R), "Share-Based Payment," on a modified prospective basis, which required the Company to record equity-based compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards outstanding as of the date of adoption. For the purposes of performing the calculation of net income before equity-based compensation expense, all equity-based compensation expense, net of income tax, is added back to net income as calculated in accordance with accounting principles generally accepted in the United States (US GAAP). Net income before equity-based compensation expense is not a measurement calculated in accordance with US GAAP, and is not intended to be a replacement for, or to be considered to be more important than, net income calculated in accordance with US GAAP. As the calculation of net income before equity-based compensation expense is not performed in accordance with US GAAP, the Company believes that the utility of the calculation is significantly limited, and that the measure should only be used to compare to net income year-over-year on a consistent basis. To mitigate this limitation, the Company has provided a reconciliation of net income before equity-based compensation expense to net income calculated in accordance with US GAAP, which should be the primary measurement utilized to analyze the Company's financial results. The Company does not utilize net income before equity-based compensation expense for any other purpose. Tables to Follow RCM Technologies, Inc. Consolidated Statements of Income(Unaudited) (In Thousands, Except Per Share Amounts)
Thirty-Nine Weeks Ended --------------------------------------- September 29, September 30, 2007 2006 ------------------ ----------------- Revenues $165,418 $147,729 Gross profit (1) 39,768 37,163 Selling, general and administrative (2) 31,010 30,522 Depreciation and amortization 1,089 1,114 Operating income 7,669 5,527 Interest income (expense), net 32 (204) Gain (loss) on foreign currency transactions 53 (16) Income from legal settlement 800 Income before income taxes 8,554 5,307 Income taxes 3,406 1,287 Net income $5,148 $4,020 Earnings per share (diluted) Net income $.41 $.33
Thirteen Weeks Ended --------------------------------------- September 29, September 30, 2007 2006 ------------------ ----------------- Revenues $54,079 $51,650 Gross profit (3) 13,433 12,952 Selling, general and administrative (4) 10,288 10,250 Depreciation and amortization 369 394 Operating income 2,776 2,308 Interest income (expense), net 32 (75) Gain (loss) on foreign currency transactions 41 (5) Income before income taxes 2,849 2,228 Income taxes 1,125 879 Net income $1,724 $1,349 Earnings per share (diluted) Net income $.14 $.11
RCM Technologies, Inc. Summary Consolidated Balance Sheet Data (Unaudited) (In Thousands)
September 29, December 30, 2007 2006 ---------------- ---------------- Cash and equivalents $7,916 $2,449 Accounts receivable, net 53,097 48,141 Working capital 45,605 38,844 Goodwill and intangible assets 40,017 39,998 Total assets 108,682 100,040 Senior debt - - Total liabilities 18,862 16,647 Stockholders' equity $89,820 $83,393 (1) Reflects stock based compensation expense of $5,000 and $30,000 included in cost of services for the thirty-nine weeks ended September 29, 2007 and September 30, 2006, respectively. (2) Includes stock based compensation expense of $146,000 and $663,000 for the thirty-nine weeks ended September 29, 2007 and September 30, 2006, respectively. (3) Reflects stock based compensation expense of $1,000 and a stock based compensation credit of $1,000 included in cost of services for the thirteen weeks ended September 29, 2007 and September 30, 2006, respectively. (4) Includes stock based compensation expense of $56,000 and $100,000 for the thirteen weeks ended September 29, 2007 and September 30, 2006, respectively.
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, interest expense, income taxes, depreciation and amortization. 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 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 EBITDA 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, nor 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 Weeks Ended ----------------------------------------- September 29, 2007 September 30, 2006 -------------------- ----------------- (In Thousands) ----------------------------------------- EBITDA (1) $9,611 $6,625 Depreciation and amortization (1,089) (1,114) Interest income (expense), net 32 (204) Income taxes (3,406) (1,287) -------------------- ----------------- Net income $5,148 $4,020 ==================== ================= Earnings per share (diluted) EBITDA $.77 $.55 ==================== ================= Net income $.41 $.33 ==================== ================= Weighted average shares outstanding 12,492,599 12,020,901 ==================== ================= Thirteen Weeks Ended ----------------------------------------- September 29, 2007 September 30, 2006 -------------------- ----------------- (In Thousands) ----------------------------------------- EBITDA (2) $3,186 $2,697 Depreciation and amortization (369) (394) Interest income (expense), net 32 (75) Income taxes (1,125) (879) -------------------- ----------------- Net income $1,724 $1,349 ==================== ================= Earnings per share (diluted) EBITDA $.25 $.22 ==================== ================= Net income $.14 $.11 ==================== ================= Weighted average shares outstanding 12,616,405 12,003,750 ==================== ================= (1) Includes stock based compensation expense of $151,000 and $693,000 for the thirty-nine weeks ended September 29, 2007 and September 30, 2006, respectively. (2) Includes stock based compensation expense of $57,000 and $99,000 for the thirteen weeks ended September 29, 2007 and September 30, 2006, respectively.
RCM Technologies, Inc. Reconciliation of EBITDA to Net Income and Cash Provided by Operating Activities (Continued) (Unaudited)
Thirty-Nine Weeks Ended ----------------------------------------- September 29, 2007 September 30, 2006 -------------------- ----------------- (In Thousands) ----------------------------------------- Net income $5,148 $4,020 Adjustments to reconcile net income to cash provided by (used in) operating activities: Depreciation and amortization 1,094 1,115 Stock based compensation expense 151 693 Provision for losses on accounts receivable 155 (109) Deferred tax assets 2,153 (145) Changes in operating assets and liabilities Accounts receivable (4,195) (3,797) Restricted cash 8,572 Prepaid expenses and other current assets (690) 66 Accounts payable and accrued expenses 643 (5,271) Accrued compensation (111) 1,337 Payroll and withheld taxes 131 250 Income taxes payable 547 (2,149) -------------------- ----------------- Cash provided by operating activities $5,026 $4,582 ==================== =================
Thirteen Weeks Ended ----------------------------------------- September 29, 2007 September 30, 2006 -------------------- ----------------- (In Thousands) ----------------------------------------- Net income $1,724 $1,349 Adjustments to reconcile net income to cash provided by (used in) operating activities: Depreciation and amortization 371 394 Stock based compensation expense 57 100 Provision for losses on accounts receivable (28) (92) Deferred tax assets 550 41 Changes in operating assets and liabilities Accounts receivable 627 (660) Prepaid expenses and other current assets 686 137 Accounts payable and accrued expenses (2,654) 827 Accrued compensation (871) (56) Payroll and withheld taxes 178 158 Income taxes payable 453 (700) -------------------- ----------------- Cash provided by operating activities $1,093 $1,498 ==================== =================
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