-----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, Fy4qno6riPj3UL23LKvCY5JUplfYRkKd7KVeMa4EhfzbjFIXSBkZysNRdEMaNQxi 9prghaF+zuUcq8bZAUadxg== 0000700841-08-000029.txt : 20080806 0000700841-08-000029.hdr.sgml : 20080806 20080806161421 ACCESSION NUMBER: 0000700841-08-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080628 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20080806 DATE AS OF CHANGE: 20080806 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: 08995081 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 form8kprerel082708.htm FORM8K EARNING RELEASE

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): August 6, 2008

RCM Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

      Nevada
     (State or Other
     Jurisdiction of
     Incorporation)

      1-10245
     (Commission File
     Number)

95-1480559

(I.R.S. Employer
Identification No.)

     2500 McClellan Avenue, Suite 350

 

     Pennsauken, NJ

 

08109-4613

     (Address of Principal Executive Offices)

(Zip Code)



Registrant’s telephone number, including area code: (856) 356-4500

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)).




Item 2.02.     Results of Operations and Financial Condition.

On August 6, 2008, the Registrant issued a press release regarding its financial results for the twenty-six weeks and thirteen weeks ended June 28, 2008. 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 August 6, 2008, 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: August 6, 2008


Exhibit Index

Exhibit Number

Exhibit Title

99

Press Release by the Registrant, dated August 6, 2008, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.



EX-99 2 pressrel080608.htm PRESS RELEASE AUGUST 06, 2008

 

P R E S S    R E L E A S E

 

RCM TECHNOLOGIES, INC. REPORTS 2008 SECOND QUARTER
AND YEAR - TO - DATE RESULTS

Pennsauken, NJ - August 6, 2008 -- RCM Technologies, Inc. (NASD: RCMT) today announced financial results for the twenty-six weeks and thirteen weeks ended June 28, 2008.

The Company announced revenues of $104.1 million for the twenty-six weeks ended June 28, 2008, down from $111.3 million for the twenty-six weeks ended June 30, 2007 (comparable prior year period). Net loss for the twenty-six weeks ended June 28, 2008 was $1.2 million, or $0.10 per diluted share, as compared to net income of $3.4 million, or $0.28 per diluted share, for the comparable prior year period.
 

As previously reported, the Company recorded a $6.1 million bad debt charge before estimated income tax benefit of $2.4 million, or $3.7 million net of estimated income tax benefit, during the first quarter of 2008 relating to a note receivable that the Company has determined is likely to be uncollectible. The loss resulted in a reduction of earnings per share for the twenty-six weeks ended June 28, 2008 of approximately $0.29 per diluted share.
 
Operating loss for the twenty-six weeks ended June 28, 2008 was $2.2 million, or $0.17 per diluted share, down from operating income of $4.9 million, or $0.39 per diluted share, for the comparable period.

Net loss before stock-based compensation (1) for the twenty-six weeks ended June 28, 2008 was $1.0 million, or $0.08 net loss per diluted share, and excludes net stock-based compensation expense of $197,000. Net income before stock-based compensation (1) for the twenty-six weeks ended June 30, 2007 was $3.5 million, or $0.28 per diluted share, and excludes net stock-based compensation expense of $94,000.

Net income for the 2007 period includes income of $480,000 ($800,000, net of income taxes of $320,000), or $0.04 per diluted share, from a legal settlement. No such income was realized during the 2008 period.

For the twenty-six weeks ended June 28, 2008, earnings before interest, income taxes, depreciation and amortization, or EBITDA, was negative $1.3 million, or $0.10 per diluted share, as compared to positive EBITDA of $6.4 million, or $0.52 per diluted share, for the comparable prior year period. EBITDA for the 2008 period includes the bad debt charge as discussed above. EBITDA for the 2007 period includes income of $800,000 from a legal settlement.

The Company announced revenues of $55.0 million for the thirteen weeks ended June 28, 2008, down from $56.8 million for the thirteen weeks ended June 30, 2007 (comparable prior year period). Net income for the thirteen weeks ended June 28, 2008 was $1.4 million, or $0.11 per diluted share, as compared to net income of $1.9 million, or $0.15 per diluted share, for the comparable prior year period.

 

Operating income for the thirteen weeks ended June 28, 2008 was $2.4 million, or $0.19 per diluted share, down from $3.0 million, or $0.24 per diluted share, for the comparable period.

Net income before stock-based compensation (1) for the thirteen weeks ended June 28, 2008 was $1.5 million, or $0.12 per diluted share, and excludes a net stock-based compensation expense of $104,000. Net income before equity-based compensation (1) for the thirteen weeks ended June 30, 2007 was $1.8 million, or $0.14 per diluted share, and excludes net stock-based compensation credit of $93,000.

For the thirteen weeks ended June 28, 2008, earnings before interest, income taxes, depreciation and amortization, or EBITDA, was $3.0 million, or $0.23 per diluted share, as compared to $3.3 million, or $0.27 per diluted share, for the comparable prior year period.

Leon Kopyt, Chairman and CEO of RCM, commented: “A nearly 300 basis point increase in gross margin percentage and an 8.5% increase in gross profit amount partially offset higher operating costs and moderately lower revenues in the second quarter of 2008 as compared to the same period a year ago. This improvement in gross margin percentage and gross profit amount were due in part to acquisitions of two enterprise business solutions companies completed in recent months. Both acquisitions have been principally integrated and are accretive to RCM’s earnings for the second quarter of 2008 and the 2008 year to date.

.

We believe the recent wave of enterprise vendor consolidation has created a partial dislocation of the technology market and an opportunity for RCM to offer innovative bundled solutions. These acquisitions are expected to contribute greater value-oriented solutions for the enterprise IT market.”

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, the ability of the Company to consummate acquisitions as to which it executes non-binding letters of intent, 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) The Company applies the provisions of SFAS No. 123(R), "Share-Based Payment," on a modified prospective basis, which required the Company to record stock-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)

   

Twenty-Six Weeks Ended

 
   

June 28, 2008

   

June 30, 2007

 

Revenues

 

$104,125

   

$111,339

 

Gross profit (1)

 

27,448

   

26,335

 

Selling, general and administrative (2)

 

22,626

   

20,722

 

Bad debt - note receivable

 

6,090

       

Depreciation and amortization

 

921

   

720

 

Operating (loss) income

 

(2,189

)

 

4,893

 

Interest (expense) income, net

 

(41

)

 

1

 

(Loss) gain on foreign currency transactions

 

(5

)

 

11

 

Income from legal settlement

       

(800

)

(Loss) income before income taxes

 

(2,235

)

 

5,705

 

Income tax (benefit) expense

 

(1,005

)

 

2,281

 

Net (loss) income

 

($1,230

)

 

$3,424

 
             

Earnings per share (diluted)

           

Net (loss) income

 

($0.10

)

 

$0.28

 

   

Thirteen Weeks Ended

 
   

June 28, 2008

   

June 30, 2007

 

Revenues

 

$55,011

   

$56,846

 

Gross profit (3)

 

15,150

   

13,959

 

Selling, general and administrative (4)

 

12,141

   

10,628

 

Depreciation and amortization

 

560

   

366

 

Operating income

 

2,449

   

2,965

 

Interest (expense) income, net

 

(67

)

 

8

 

(Loss) gain on foreign currency transactions

 

(6

)

 

13

 

Income before income taxes

 

2,376

   

2,986

 

Income tax expense

 

936

   

1,133

 

Net income

 

$1,440

   

$1,853

 
             

Earnings per share (diluted)

           

Net income

 

$0.11

   

$0.15

 

RCM Technologies, Inc.
Summary Consolidated Balance Sheet Data
(Unaudited)
(In Thousands)

 

June 28,

 

December 29,

 
 

2008

 

2007

 

Cash and equivalents

$4,240

 

$11,642

 

Accounts receivable

56,445

 

45,468

 

Working capital

39,290

 

43,541

 

Goodwill and intangible assets

49,937

 

39,937

 

Total assets

120,727

 

109,714

 

Senior debt

10,000

 

-

 

Total liabilities

26,006

 

17,666

 

Stockholders’ equity

$94,721

 

$92,048

 

(1) Reflects stock-based compensation expense of $26,000 and $4,000 included in cost of services for the twenty-six weeks ended June 28, 2008 and June 30, 2007, respectively.

(2)Includes stock-based compensation expense of $171,000 and $90,000 for the twenty-six weeks ended June 28, 2008 and June 30, 2007, respectively.

(3) Reflects stock-based compensation credit of $11,000 and $9,000 included in cost of services for the thirteen weeks ended June 28, 2008 and June 30, 2007, respectively.

(4) Includes stock-based compensation credit of $93,000 and $83,000 for the thirteen weeks ended June 28, 2008 and June 30, 2007, 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.

       

Twenty-Six Weeks Ended

 
       

June 28, 2008

   

June 30, 2007

 
   

(In Thousands)

 

EBITDA (a)

 

($1,273

)

 

$6,424

 

Depreciation and amortization

 

921

   

720

 

Interest (expense) income, net

 

(41

)

 

1

 

Income tax (benefit) expense

 

(1,005

)

 

2,281

 

Net (loss) income (a)

 

($1,230

)

 

$3,424

 
             

(Loss) earnings per share (diluted)

           

EBITDA

 

($0.10

)

 

$0.52

 

Net (loss) income

 

($0.10

)

 

$0.28

 
             

Weighted average shares outstanding

 

12,520

   

12,421

 
             
       

Thirteen Weeks Ended

 
       

June 28, 2008

   

June 30, 2007

 
   

(In Thousands)

 

EBITDA (b)

 

$3,003

   

$3,344

 

Depreciation and amortization

 

560

   

366

 

Interest (expense) income, net

 

(67

)

 

(8)

 

Income tax expense

 

936

   

1,133

 

Net income (b)

 

$1,440

   

$1,853

 
             
             

Earnings per share (diluted)

           

EBITDA

 

$0.23

   

$0.27

 

Net income

 

$0.11

   

$0.15

 
             

Weighted average shares outstanding

 

12,830

   

12,479

 
             

(a) Includes stock based compensation expense of $197,000 and $94,000 for the twenty-six weeks ended June 28, 2008 and June 30, 2007, respectively.

(b) Includes stock based compensation expense of $104,000 and a $92,000 credit for the thirteen weeks ended June 28, 2008 and June 30, 2007, respectively.

RCM Technologies, Inc.

Reconciliation of EBITDA to Net Income and Cash Provided by Operating Activities (Continued)

(Unaudited)

       

Twenty-Six Weeks Ended

 
       

June 28, 2008

   

June 30, 2007

 
   

(In Thousands)

 

Net (loss) income

 

($1,230

)

 

$3,424

 

Adjustments to reconcile net (loss) income to cash
(used in)
provided by operating activities:

           
 

Depreciation and amortization

 

921

   

723

 
 

Stock based compensation expense

 

197

   

94

 
 

Provision for losses on accounts receivable

 

(133

)

 

183

 
 

Provision for losses on note receivable

 

6,090

       
 

Deferred tax assets

 

(1,660

)

 

1,603

 

Changes in operating assets and liabilities

           
 

Accounts receivable

 

(10,879

)

 

(4,822

)

 

Prepaid expenses and other current assets

 

(519

)

 

(1,376

)

 

Accounts payable and accrued expenses

 

(577

)

 

3,297

 
 

Accrued compensation

 

(131

)

 

760

 
 

Payroll and withheld taxes

 

577

   

(47

)

 

Income taxes payable

 

(1,376

)

 

94

 
               

Cash (used in) provided by operating activities

 

($8,720

)

 

$3,933

 

       

Thirteen Weeks Ended

 
       

June 28, 2008

   

June 30, 2007

 
   

(In Thousands)

 

Net income

 

$1,440

   

$1,853

 

Adjustments to reconcile net income to cash
provided by
(used in) operating activities:

           
 

Depreciation and amortization

 

560

   

369

 
 

Stock based compensation expense

 

104

   

(92

)

 

Provision for losses on accounts receivable

 

(36

)

 

170

 
 

Deferred tax assets

 

528

   

768

 

Changes in operating assets and liabilities

           
 

Accounts receivable

 

(6,566

)

 

(3,705

)

 

Prepaid expenses and other current assets

 

(524

)

 

(1,073

)

 

Accounts payable and accrued expenses

 

875

   

2,965

 
 

Accrued compensation

 

1,163

   

2,646

 
 

Payroll and withheld taxes

 

452

   

(193

)

 

Income taxes payable

 

(256

)

 

(26

)

               

Cash (used in) provided by operating activities

 

($2,260

)

 

$3,682

 

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