-----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, ObTp0+bkMgMtX1IvcnIihBBHaebeto3d8Aqnngx1OjRhtgU2JEWXwIQQgLp3QBxg mqkXjoWSbgMx6OLMbfSfMA== 0000700841-05-000005.txt : 20050316 0000700841-05-000005.hdr.sgml : 20050316 20050316161335 ACCESSION NUMBER: 0000700841-05-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050101 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20050316 DATE AS OF CHANGE: 20050316 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: 05685650 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 form8k031605.txt FORM 8K CURRENT REPORT 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 16, 2005 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 12. Results of Operations and Financial Condition On March 16, 2005, the Registrant issued a press release regarding its financial results for the fifty-three weeks and thirteen weeks ended January 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 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 Executive Vice President, Chief Financial Officer, Treasurer, Secretary and Director (Principal Financial Officer and Duly Authorized Officer of the Registrant) Dated: March 16, 2005 3 EXHIBIT INDEX Exhibit Number Exhibit Title 99 Press release dated March 16, 2005, furnished in accordance with Item 12 of this Current Report on Form 8-K. EX-99 2 pressrel031605.txt PRESS RELEASE YEAR ENDED JANUARY 1, 2005 PRESS R E L E A S E RCM TECHNOLOGIES, INC. ANNOUNCES RESULTS FOR THE FIFTY-THREE WEEKS AND THIRTEEN WEEKS ENDED JANUARY 1, 2005 Pennsauken, NJ - March 16, 2005 -- RCM Technologies, Inc. (NNM: RCMT) today announced financial results for the fifty-three weeks and thirteen weeks ended January 1, 2005. The Company announced revenues of $169.3 million for the fifty-three weeks ended January 1, 2005, down from $206.6 million for the fifty-two weeks ended December 27, 2003 (same period a year ago). Net income for the fifty-three weeks ended January 1, 2005 was $2.2 million, or $.19 per diluted share, as compared to net income of $2.8 million, or $.26 per diluted share, for the same period a year ago. For the fifty-three weeks ended January 1, 2005, earnings before interest income, interest expense, depreciation, amortization and income taxes (EBITDA) was $4.5 million, or $.38 per diluted share, as compared to $5.3 million, or $.49 per diluted share, for the same period a year ago. Included in EBITDA for the fifty-three weeks ended January 1, 2005 was a charge for impairment of goodwill of $2.2 million, or $.19 per diluted share. Included in EBITDA for the fifty-two weeks ended December 27, 2003 was a charge for compensation expense relating to a stock tender offer of $6.7 million, or $.61 per diluted share. The Company announced revenues of $41.7 million for the thirteen weeks ended January 1, 2005, down from $45.5 million for the thirteen weeks ended December 27, 2003 (same period a year ago). Net loss for the thirteen weeks ended January 1, 2005 was $223,900, or $.02 per diluted share, as compared to a net loss of $2.3 million, or $.21 per diluted share, for the same period a year ago. For the thirteen weeks ended January 1, 2005, EBITDA was a loss of $562,200, or $.05 per diluted share, as compared to a loss of $3.6 million, or $.33 per diluted share, for the same period a year ago. Included in EBITDA for the thirteen weeks ended January 1, 2005 was a charge for impairment of goodwill of $2.2 million, or $.19 per diluted share. Included in EBITDA for the thirteen weeks ended December 27, 2003 was a charge for compensation expense relating to a stock tender offer of $6.7 million, or $.61 per diluted share. Leon Kopyt, Chairman and CEO of RCM, commented: "Last year's results were largely impacted by the earlier completion of two major contracts in IT and engineering and unexpected delays in the awarding of other significant contracts. Despite revenue weakness in these business groups, we managed to maintain a moderate level of profitability, stabilize gross margins and increase working capital and stockholders' equity. We anticipate improvement across selective sectors in 2005 and maintain a forward focus on results." 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 Operations (In Thousands, Except Per Share Amounts)
Fifty-Three Fifty-Two Weeks Ended Weeks Ended January 1, December 27, 2005 2003 ---------------- ---------------- Revenues $169,277 $206,605 Gross profit 40,974 44,595 Selling, general and administrative 34,331 32,558 Depreciation and amortization 1,219 1,223 Impairment of goodwill 2,164 Compensation expense for stock tender offer 6,692 Other expense 474 314 Gain on foreign currency transactions (25) (132) Income before income taxes 2,811 3,940 Income taxes 604 1,161 Net income $2,207 $2,779 Earnings per share (diluted) Net income $.19 $.26
Thirteen Thirteen Weeks Weeks Ended Ended January 1, December 27, 2005 2003 ---------------- ---------------- Revenues $41,723 $45,511 Gross profit 10,283 10,851 Selling, general and administrative 8,681 7,748 Depreciation and amortization 313 309 Impairment of goodwill 2,164 Compensation expense for stock tender offer 6,692 Other expense 123 134 Gain on foreign currency transactions (29) (16) Loss before income taxes (969) (4,016) Income tax benefit (745) (1,689) Net loss ($224) ($2,327) Earnings per share (diluted) Net loss ($.02) ($.21)
RCM Technologies, Inc. Summary Consolidated Balance Sheet Data (In Thousands)
January 1, December 27, 2005 2003 ---------------- --------------- Cash and equivalents $2,402 $5,152 Accounts receivable 40,536 36,269 Working capital 29,545 23,882 Intangible assets 35,843 38,076 Total assets 98,101 99,704 Senior debt 4,900 7,300 Total liabilities 28,156 32,533 Stockholders' equity $69,945 $67,170
RCM Technologies, Inc. Reconciliation of EBITDA to Net Income (Loss) and Cash Provided by Operating Activities As used in this report, EBITDA means earnings before interest income, interest expense, depreciation, amortization, and income taxes. 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. Our creditors in assessing debt covenant compliance also use EBITDA. 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 (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 EBITDA to both net income (loss) and cash flow provided by operating activities.
Fifty-Three Fifty-Two Weeks Ended Weeks Ended January 1, December 27, 2005 2003 ------------------ ------------------ (In Thousands) EBITDA $4,479 $5,345 Depreciation and amortization 1,219 1,223 Interest expense, net of interest income 474 314 Gain on foreign currency transactions (25) (132) Income taxes 604 1,161 ------------------ ------------------ Net income $2,207 $2,779 ================== ================== Earning per share (diluted) EBITDA $.38 $.49 ================== ================== Net income $.19 $.26 ================== ================== Weighted average shares outstanding 11,680 10,896 ================== ==================
Thirteen Thirteen Weeks Ended Weeks Ended January 1, December 27, 2005 2003 ------------------ ------------------ (In Thousands) EBITDA loss ($562) ($3,589) Depreciation and amortization 313 309 Interest expense, net of interest income 123 134 Gain on foreign currency transactions (29) (16) Income taxes (benefit) (745) (1,689) ------------------ ------------------ Net loss ($224) ($2,327) ================== ================== Earning per share (diluted) EBITDA loss ($.05) ($.33) ================== ================== Net loss ($.02) ($.21) ================== ================== Weighted average shares outstanding 11,352 10,952 ================== ==================
RCM Technologies, Inc. Reconciliation of Adjusted EBITDA to Net Income (Loss) and Cash Provided by Operating Activities (Continued)
Fifty-Three Fifty-Two Weeks Ended Weeks Ended January 1, December 27, 2005 2003 ----------------- ------------------ Net income $2,207 $2,779 Adjustments to reconcile net income to cash (used in) provided by operating activities: Depreciation and amortization 1,219 1,223 Provision for losses on accounts receivable 8 305 Recognition of noncash portion of compensation expense for stock tender offer 3,829 Goodwill impairment 2,164 Changes in operating assets and liabilities Accounts receivable (4,275) (4,820) Income tax refund receivable 3,767 Restricted cash (8,296) Deferred tax asset (365) (308) Prepaid expenses and other current assets 595 536 Accounts payable and accrued expenses (3,330) 845 Accrued payroll 1,310 1,093 Payroll and withheld taxes 923 (16) Income taxes payable (880) 1,956 ----------------- ------------------ Cash (used in) provided by operating activities ($424) $2,893 ================= ==================
Thirteen Thirteen Weeks Ended Weeks Ended January 1, December 27, 2005 2003 ----------------- ------------------ Net loss ($224) ($2,327) Adjustments to reconcile net loss to cash provided by operating activities: Depreciation and amortization 314 309 Provision for losses on accounts receivable (55) (6) Recognition of noncash portion of compensation expense for stock tender offer 3,829 Goodwill impairment 2,164 Changes in operating assets and liabilities Accounts receivable (2,867) 5,925 Income tax refund receivable 332 Deferred tax asset 53 (600) Prepaid expenses and other current assets (107) (732) Accounts payable and accrued expenses 177 (3,040) Accrued payroll 1,200 (2,112) Payroll and withheld taxes 197 (413) Income taxes payable (1,361) (1,056) ----------------- ------------------ Cash (used in) provided by operating activities ($509) $109 ================= ==================
#### -----END PRIVACY-ENHANCED MESSAGE-----