UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-10245
RCM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 95-1480559
------ ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
2500 McClellan Avenue, Suite 350, Pennsauken, New Jersey 08109-4613
(Address of principal executive offices) (Zip Code)
(856) 486-1777
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----- -----
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act)
YES NO X
----- -----
Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $0.05 par value, 11,410,180 shares outstanding as of August 10,
2005.
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
Page
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets as of July 2, 2005 (Unaudited)
and January 1, 2005 3
Unaudited Consolidated Statements of Income and Comprehensive Income
for the Twenty-Six Weeks Ended July 2, 2005 and Twenty-Seven Weeks Ended July 3, 5
2004
Unaudited Consolidated Statements of Income and Comprehensive Income
for the Thirteen Weeks Ended July 2, 2005 and Fourteen Weeks Ended July 3, 2004 7
Unaudited Consolidated Statement of Changes in Shareholders'
Equity for the Twenty-Six Weeks Ended July 2, 2005 9
Unaudited Consolidated Statements of Cash Flows for the
Twenty-Six Weeks Ended July 2, 2005 and Twenty-Seven Weeks Ended
July 3, 2004 11
Notes to Unaudited Consolidated Financial Statements 12
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 26
Item 3 - Quantitative and Qualitative Disclosures About Market Risk 40
Item 4 - Controls and Procedures 40
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 41
Item 4 - Submission of Matters to a Vote of Security Holders 42
Item 6 - Exhibits 43
Signatures 44
2
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
July 2, 2005 and January 1, 2005
ASSETS
July 2, January 1,
2005 2005
--------------- ---------------
(Unaudited)
Current assets
Cash and cash equivalents $3,326,785 $2,401,794
Accounts receivable, net of allowance for doubtful accounts
of $1,843,000 (July 2, 2005) and $1,862,000
(January 1, 2005), respectively 42,592,920 40,535,949
Restricted cash 8,443,780 8,295,625
Prepaid expenses and other current assets 1,186,747 1,503,477
Deferred tax assets 4,964,007 4,964,007
--------------- ---------------
Total current assets 60,514,239 57,700,852
--------------- ---------------
Property and equipment, at cost
Equipment and leasehold improvements 9,364,639 9,572,546
Less: accumulated depreciation and amortization 5,082,389 5,153,519
--------------- ---------------
4,282,250 4,419,027
--------------- ---------------
Other assets
Deposits 137,931 138,158
Goodwill 35,842,896 35,842,896
--------------- ---------------
35,980,827 35,981,054
--------------- ---------------
Total assets $100,777,316 $98,100,933
=============== ===============
3
The accompanying notes are an integral part of these
financial statements.
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - CONTINUED
July 2, 2005 and January 1, 2005
LIABILITIES AND SHAREHOLDERS' EQUITY
July 2, January 1,
2005 2005
--------------- ---------------
(Unaudited)
Current liabilities
Line of credit $5,900,000 $4,900,000
Accounts payable and accrued expenses 11,466,844 12,242,977
Accrued compensation 7,138,762 6,766,586
Payroll and withheld taxes 772,189 1,099,856
Income taxes payable 3,524,561 3,146,478
--------------- ---------------
Total current liabilities 28,802,356 28,155,897
--------------- ---------------
Shareholders' equity
Preferred stock, $1.00 par value; 5,000,000 shares authorized;
no shares issued or outstanding
Common stock, $0.05 par value; 40,000,000 shares authorized; 11,410,180 and
11,383,470 shares issued and outstanding
at July 2, 2005 and January 1, 2005, respectively 570,509 569,173
Accumulated other comprehensive income 666,446 736,128
Additional paid-in capital 98,388,291 98,290,719
Accumulated deficit (27,650,286) (29,650,984)
--------------- ---------------
71,974,960 69,945,036
--------------- ---------------
Total liabilities and shareholders' equity $100,777,316 $98,100,933
=============== ===============
4
The accompanying notes are an integral part of these
financial statements.
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Twenty-Six Weeks Ended July 2, 2005 and Twenty-Seven Weeks Ended July 3, 2004
(Unaudited)
2005 2004
-------------- -------------
Revenues $90,405,980 $86,621,502
Cost of services 69,240,499 65,894,725
-------------- -------------
Gross profit 21,165,481 20,726,777
-------------- -------------
Operating costs and expenses
Selling, general and administrative 17,334,833 17,327,017
Depreciation 527,852 565,452
Amortization 34,278
-------------- -------------
17,862,685 17,926,747
-------------- -------------
Operating income 3,302,796 2,800,030
-------------- -------------
Other expenses
Interest expense, net of interest income (108,039 ) (232,587 )
Loss on foreign currency transactions (4,373 ) (7,788 )
-------------- -------------
(112,412 ) (240,375 )
-------------- -------------
Income before income taxes 3,190,384 2,559,655
Income taxes 1,189,686 894,403
-------------- -------------
Net income 2,000,698 1,665,252
Other comprehensive loss
Foreign currency translation adjustment (69,682 ) (223,658 )
-------------- -------------
Comprehensive income $1,931,016 $1,441,594
============== =============
5
The accompanying notes are an integral part of these
financial statements.
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - (Continued)
Twenty-Six Weeks Ended July 2, 2005 and Twenty-Seven Weeks Ended July 3, 2004
(Unaudited)
2005 2004
--------------- ---------------
Basic earnings per share
Basic earnings per share $.18 $.15
==== ====
Weighted average number of common shares outstanding 11,386,107 11,300,022
========== ==========
Diluted earnings per share
Diluted earnings per share $.17 $.14
==== ====
Weighted average number of common and common equivalent shares outstanding
(includes dilutive securities relating to options
of 179,582 and 442,657 in 2005 and 2004, respectively) 11,565,689 11,742,679
========== ==========
6
The accompanying notes are an integral part of these
financial statements.
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Thirteen Weeks Ended July 2, 2005 and Fourteen Weeks Ended July 3, 2004
(Unaudited)
2005 2004
-------------- -------------
Revenues $46,324,401 $45,348,773
Cost of services 35,267,354 34,649,434
-------------- -------------
Gross profit 11,057,047 10,699,339
-------------- -------------
Operating costs and expenses
Selling, general and administrative 8,929,147 8,890,593
Depreciation 267,745 283,249
Amortization 17,139
-------------- -------------
9,196,892 9,190,981
-------------- -------------
Operating income 1,860,155 1,508,358
-------------- -------------
Other income (expenses)
Interest expense, net of interest income 15,701 (117,896 )
Loss on foreign currency transactions (362 ) (7,060 )
-------------- -------------
15,339 (124,956 )
-------------- -------------
Income before income taxes 1,875,494 1,383,402
Income taxes 707,459 514,104
-------------- -------------
Net income 1,168,035 869,298
Other comprehensive loss
Foreign currency translation adjustment (60,980 ) (113,649 )
-------------- -------------
Comprehensive income $1,107,055 $755,649
============== =============
7
The accompanying notes are an integral part of these
financial statements.
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - (Continued)
Thirteen Weeks Ended July 2, 2005 and Fourteen Weeks Ended July 3, 2004
(Unaudited)
2005 2004
--------------- ---------------
Basic earnings per share
Basic earnings per share $10 $.08
=== ====
Weighted average number of common shares outstanding 11,386,544 11,297,948
========== ==========
Diluted earnings per share
Diluted earnings per share $.10 $.07
==== ====
Weighted average number of common and common equivalent shares outstanding
(includes dilutive securities relating to options
of 158,505 and 341,349 in 2005 and 2004, respectively) 11,545,049 11,639,297
========== ==========
8
The accompanying notes are an integral part of these
financial statements.
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Twenty-Six Weeks Ended July 2, 2005
(Unaudited)
Accumulated
Other Additional
Common Stock Comprehensive Paid-in Accumulated
Income Capital Deficit Total
---------------- --------- -------- ---------- -----
Shares Amount
Balance, January 1, 2005 11,383,470 $569,173 $736,128 $98,290,719 ($29,650,984) $69,945,036
Issuance of stock under employee
stock purchase plan 21,460 1,073 79,402 80,475
Exercise of stock options 5,250 263 18,170 18,433
Translation adjustment (69,682) (69,682)
Net income 2,000,698 2,000,698
----------- ------- --------- ------------ --------- ---------
Balance, July 2, 2005 11,410,180 $570,509 $666,446 $98,388,291 ($27,650,286) $71,974,960
========== ======== ======== =========== ============= ===========
9
The accompanying notes are an integral part of these
financial statements.
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Twenty-Six Weeks Ended July 2, 2005 and Twenty-Seven Weeks Ended July 3, 2004
(Unaudited)
2005 2004
--------------- --------------
Cash flows from operating activities:
Net income $2,000,698 $1,665,252
--------------- --------------
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 527,852 599,730
Provision for losses on accounts receivable (19,000) (30,000)
Changes in assets and liabilities:
Accounts receivable (2,037,971) (1,579,820)
Restricted cash (148,155)
Prepaid expenses and other current assets 316,729 (207,927)
Accounts payable and accrued expenses (776,132) (3,053,801)
Accrued compensation 372,176 911,630
Payroll and withheld taxes (327,668) 666,869
Income taxes payable 378,083 (135,550)
--------------- --------------
Total adjustments (1,714,086) (2,828,869)
--------------- --------------
Net cash provided by (used in) operating activities $286,612 ($1,163,617)
--------------- --------------
10
The accompanying notes are an integral part of these
financial statements.
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
Twenty-Six Weeks Ended July 2, 2005 and Twenty-Seven Weeks Ended July 3, 2004
(Unaudited)
2005 2004
--------------- --------------
Cash flows from investing activities:
Property and equipment acquired ($391,074) ($152,200)
Decrease (increase) in deposits 227 (35,846)
--------------- --------------
Net cash used in investing activities (390,847) (188,046)
--------------- --------------
Cash flows from financing activities:
Sale of stock for employee stock purchase plan 80,475 81,611
Exercise of stock options 18,433 77,263
Net borrowings (repayments) on line of credit 1,000,000 (1,300,000)
--------------- --------------
Net cash provided by (used in) financing activities 1,098,908 (1,141,126)
--------------- --------------
Effect of exchange rate changes on cash and cash equivalents (69,682) (223,658)
--------------- --------------
Increase (decrease) in cash and cash equivalents 924,991 (2,716,447)
Cash and cash equivalents at beginning of period 2,401,794 5,152,499
--------------- --------------
Cash and cash equivalents at end of period $3,326,785 $2,436,052
=============== ==============
Supplemental cash flow information:
Cash paid for:
Interest expense $163,853 $104,957
Income taxes $750,029 $1,052,276
11
The accompanying notes are an integral part of these
financial statements.
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. General
The accompanying consolidated financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC"). This Quarterly Report on Form 10-Q should be
read in conjunction with the Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 2005. Certain information and footnote
disclosures, which are normally included in financial statements prepared
in accordance with generally accepted accounting principles, have been
condensed, or omitted pursuant to SEC rules and regulations. The
information reflects all normal and recurring adjustments, that in the
opinion of management, are necessary for a fair presentation of the
consolidated financial position of the Company and its consolidated results
of operations for the interim periods set forth herein. The results for the
thirteen and twenty-six weeks ended July 2, 2005 are not necessarily
indicative of the results to be expected for the full year or any portion
thereof.
2. Fiscal Year
The Company follows a 52/53 week fiscal reporting calendar ending on the
Saturday closest to December 31. A 53-week year occurs periodically. The
fiscal year ended January 1, 2005 was a 53-week reporting year. The second
quarter of 2004, the 2004 fiscal year and the second quarter of 2005 ended
on the following dates, respectively:
Period Ending Weeks in Quarter Weeks in Year to Date
July 3, 2004 Fourteen Twenty-Seven
January 1, 2005 Thirteen Fifty-Three
July 2, 2005 Thirteen Twenty-Six
3. Use of Estimates and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
revenues and expenses and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
The Company has risk participation arrangements with respect to workers
compensation and health care insurance. The amounts included in the
Company's costs related to this risk participation are estimated and can
vary based on changes in assumptions, the Company's claims experience or
the providers included in the associated insurance programs.
The Company can be affected by a variety of factors including uncertainty
relating to the performance of the U.S. and Canadian economies,
competition, demand for the Company's services, adverse litigation and
claims, and the hiring, training and retention of key employees.
12
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
4. New Accounting Standards
In December 2004, the Financial Accounting Standards Board issued SFAS No.
123R (revised 2004), Share-Based Payment, which addresses the accounting
for employee stock options. SFAS No. 123R eliminates the ability to account
for shared-based compensation transactions using APB 25 and generally would
require instead that such transactions be accounted for using a fair
value-based method. SFAS No. 123R also requires that tax benefits
associated with these share-based payments be classified as financing
activities in the statement of cash flow rather than operating activities
as currently permitted. SFAS No. 123R becomes effective at the beginning of
the next fiscal year after June 15, 2005. Accordingly, the Company is
required to apply SFAS No. 123R beginning fiscal quarter ending April 1,
2006. SFAS No. 123R offers alternative methods of adopting this final rule.
At the present time, the Company has not yet determined which alternative
method it will use.
In December 2004, the FASB issued FASB Staff Position No. FAS 109-1 ("FAS
109-1"), "Application of FASB Statement No. 109, "Accounting for Income
Taxes," to the Tax Deduction on Qualified Production Activities Provided by
the American Jobs Creation Act of 2004, ("AJCA"). The AJCA introduces a
special 9% tax deduction on qualified production activities. FAS 109-1
clarifies that this tax deduction should be accounted for as a special tax
deduction in accordance with Statement 109. The Company does not expect the
adoption of these new tax provisions to have a material impact on the
Company's consolidated financial position, results of operations, or cash
flows.
In March 2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB
107"), to provide further guidance regarding the interaction of the
provisions of SFAS 123R and certain SEC rules and regulations.
In May 2005, the FASB issued Statement of Financial Accounting Standards
No. 154, "Accounting Changes and Error Corrections--A Replacement of APB
Opinion No. 20 and FASB Statement No. 3." SFAS 154 requires retrospective
application to prior periods' financial statements for changes in
accounting principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. SFAS 154
also requires that retrospective application of a change in accounting
principle be limited to the direct effects of the change. Indirect effects
of a change in accounting principle, such as a change in non-discretionary
profit-sharing payments resulting from an accounting change, should be
recognized in the period of the accounting change. SFAS 154 also requires
that a change in depreciation, amortization, or depletion method for
long-lived, non-financial assets be accounted for as a change in accounting
estimate affected by a change in accounting principle. SFAS 154 is
effective for accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005. Early adoption is permitted for
accounting changes and corrections of errors made in fiscal years beginning
after the date SFAS 154 is issued. The Company is required to adopt the
provision of SFAS 154, as applicable, beginning in fiscal 2006.
In June 2005, the FASB's Emerging Issues Task Force reached a consensus on
Issue No. 05-6, "Determining the Amortization Period for Leasehold
Improvements" ("EITF 05-6"). The guidance requires that leasehold
improvements acquired in a business combination or purchased subsequent to
the inception of a lease be amortized over the lesser of the useful life of
the assets or a term that includes renewals that are reasonably assured at
the date of the business combination or purchase. The guidance is effective
for periods beginning after June 29, 2005. The Company does not expect the
adoption of EITF 05-6 to have a material impact on the Company's
consolidated financial position, results of operations, or cash flows.
13
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
5. Line of Credit
On May 31, 2002, the Company and its subsidiaries entered into an amended
and restated loan agreement, which was further amended on July 27, 2004,
with Citizens Bank of Pennsylvania, administrative agent for a syndicate of
banks, which provides for a $25 million Revolving Credit Facility (the
"Revolving Credit Facility"). Availability of credit under the Revolving
Credit Facility is based on 80% of the aggregate amount of accounts
receivable for which not more than 90 days have elapsed since the date of
the original invoice. Borrowings under the Revolving Credit Facility bear
interest at one of two alternative rates, as selected by the Company at
each incremental borrowing. These alternatives are: (i) LIBOR (London
Interbank Offered Rate), plus applicable margin or (ii) the agent bank's
prime rate.
All borrowings under the Revolving Credit Facility are collateralized by
all of the assets of the Company and its subsidiaries and a pledge of the
stock of its subsidiaries. The Revolving Credit Facility also contains
various financial and non-financial covenants, such as restrictions on the
Company's ability to pay dividends.
The Revolving Credit Facility expires in August 2006. The weighted average
interest rates under the Revolving Credit Facility for the twenty-six weeks
ended July 2, 2005 and July 3, 2004 were 5.6% and 3.1%, respectively. The
amounts outstanding under the Revolving Credit Facility at July 2, 2005 and
January 1, 2005 were $5.9 million and $4.9 million, respectively. At July
2, 2005, the Company had availability for additional borrowing under the
Revolving Credit Facility of $20.0 million.
6. Interest (Expense) Income, Net
Interest (expense) income, net consisted of the following:
-------------------------------------------------------------------------
Twenty-Six Twenty-Seven Thirteen Weeks Fourteen
Weeks Ended Weeks Ended Ended Weeks Ended
July 2, 2005 July 3, 2004 July 2, 2005 July 3, 2004
----------------- ---------------- ------------------ -----------------
Interest expense ($283,519) ($268,339) ($155,259) ($131,339)
Interest income 175,480 35,752 170,960 13,443
----------------- ---------------- ------------------ -----------------
($108,039) ($232,587) $15,701 ($117,896)
================= ================ ================== =================
14
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
7. Goodwill
Statement of Financial Accounting Standards ("SFAS") 142 requires the
Company to perform a goodwill impairment test on at least an annual basis.
For purposes of its 2004 annual impairment testing, the Company determined
the fair value of its reporting units using relative market multiples for
comparable businesses as of November 30, 2004 as well as forecasted
operating income and cash flows of each reporting unit and prospects for
future recovery. The Company compared the fair value of each of its
reporting units to their respective carrying values, including related
goodwill. Future changes in the industry could influence the market
multiples of comparable businesses, and consequently could influence the
results of future annual impairment tests. There were no events in the
twenty-six weeks ended July 2, 2005 that indicated a need to perform the
impairment test prior to the Company's annual test date.
There were no changes in the carrying amount of goodwill for the twenty-six
weeks ended July 2, 2005.
8. Accounts Payable
Accounts payable and accrued expenses consisted of the following at July 2,
2005 and January 1, 2005:
July 2, January 1,
2005 2005
--------------- ----------------
(Unaudited)
Accounts payable - trade $3,131,671 $4,024,164
Reserve for litigation 8,335,173 8,218,813
--------------- ----------------
Total $11,466,844 $12,242,977
=============== ================
9. Shareholders' Equity
Common Shares Reserved
Shares of unissued common stock were reserved for the following purposes:
July 2, January 1,
2005 2005
-------------- ----------------
(Unaudited)
Exercise of options outstanding 1,844,333 1,183,583
Future grants of options 328,036 994,236
-------------- ----------------
Total 2,172,369 2,177,819
============== ================
15
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
10. Stock - Based Compensation
The Company accounts for stock options under SFAS No. 123, Accounting for
Stock-Based Compensation, as amended by SFAS No. 148, which contains a fair
value-based method for valuing stock-based compensation that measures
compensation cost at the grant date based on the fair value of the award.
Compensation is then recognized over the service period, which is usually
the vesting period. SFAS No. 123 permits entities to continue accounting
for employee stock options and similar equity instruments under Accounting
Principles Board Opinion No. 25, ("APB") Accounting for Stock Issued to
Employees, and related interpretations. Entities that continue to account
for stock options using APB No. 25 are required to make pro forma
disclosures of net income and earnings per share, as if the fair
value-based method of accounting defined in SFAS No. 123 had been applied.
As of July 2, 2005, the Company had four stock-based employee compensation
plans. Under APB No. 25, Accounting for Stock Issued to Employees, and
related interpretations, stock-based employee compensation costs are not
reflected in net earnings, as all options granted under the plan had an
exercise price equal to the market value of the underlying common stock on
the date of grant. The following table illustrates the effect on net
earnings and earnings per share if the Company had applied the fair value
recognition provisions of SFAS No. 123 to stock-based employee compensation
(in thousands, except per share amounts).
Twenty-Six Twenty-Seven Thirteen Weeks Fourteen
Weeks Ended Weeks Ended Ended July 2, Weeks Ended
July 2, 2005 July 3, 2004 2005 July 3, 2004
--------------- ---------------- ---------------- ---------------
Net income, as reported $2,001 $1,665 $1,168 $869
Less: stock-based compensation costs
determined under fair value based
method for all awards 128 169 75 13
Net income, pro forma $1,873 $1,496 $1,093 $856
Earnings per share of common stock-basic:
As reported $.18 $.15 $.10 $.08
Pro forma $.16 $.13 $.10 $.07
Earnings per share of common stock-diluted:
As reported $.17 $.14 $.10 $.08
Pro forma $.16 $.13 $.09 $.07
16
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
10. Stock - Based Compensation - Continued
The pro forma compensation cost using the fair value-based method under
SFAS No. 123 includes valuations related to stock options granted since
January 1, 1995 using the Black-Scholes Option Pricing Model. The weighted
average fair value of options granted using Black-Scholes Option Pricing
Model for the twenty-six weeks and twenty seven weeks ended July 2, 2005
and July 3, 2004, respectively has been estimated using the following
assumptions:
Twenty-Six Weeks Twenty-Seven
Ended Weeks Ended
July 2, 2005 July 3, 2004
-------------------- ---------------------
Risk-free interest rate 3.69% 3.60%
Expected life of option 5 years 5 years
Expected stock price volatility 58.9% 60.2%
Expected dividend yield - -
Weighted-average per share
value granted $4.38 $4.82
There were 671,000 options granted during the twenty-six weeks ended July
2, 2005, which all were granted in the thirteen weeks ended July 2, 2005.
Incentive Stock Option Plans
1992 Incentive Stock Option Plan (the 1992 Plan)
The 1992 Plan, approved by the Company's stockholders in April 1992, and
amended in April 1998, provided for the issuance of up to 500,000 shares of
common stock per individual to officers, directors, and key employees of
the Company and its subsidiaries, through February 13, 2002, at which time
the 1992 Plan expired. The options issued were intended to be incentive
stock options pursuant to Section 422A of the Internal Revenue Code. The
option terms were not permitted to exceed ten years and the exercise price
was not permitted to be less than 100% of the fair market value of the
shares at the time of grant. The Compensation Committee of the Board of
Directors determined the vesting period at the time of grant for each of
these options. As of July 2, 2005, options to purchase 84,855 shares of
common stock were outstanding.
1994 Non-employee Directors Stock Option Plan (the 1994 Plan)
The 1994 Plan, approved by the Company's stockholders in May 1994, and
amended in April 1998, provided for issuance of up to 110,000 shares of
common stock to non-employee directors of the Company through February 19,
2004, at which time the 1994 Plan expired. Options granted under the 1994
Plan were granted at fair market value at the date of grant, and the
exercise of options is contingent upon service as a director for a period
of one year. Options granted under the 1994 Plan terminate when an optionee
ceases to be a Director of the Company. As of July 2, 2005, options to
purchase 70,000 shares of common stock were outstanding.
1996 Executive Stock Option Plan (the 1996 Plan)
The 1996 Plan, approved by the Company's stockholders and amended in April
1999, provides for issuance of up to 1,250,000 shares of common stock to
officers and key employees of the Company and its subsidiaries through
January 1, 2006. Options are generally granted at fair market value at the
date of grant. The Compensation Committee of the Board of Directors
determines the vesting period at the time of grant. As of July 2, 2005,
options to purchase 307,180 shares of common stock were available for
future grants, and options to purchase 861,645 shares of common stock were
outstanding.
17
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
10. Stock - Based Compensation - Continued
2000 Employee Stock Incentive Plan (the 2000 Plan)
The 2000 Plan, approved by the Company's stockholders in April 2000,
provides for issuance of up to 1,500,000 shares of the Company's common
stock to officers and key employees of the Company and its subsidiaries or
to consultants and advisors utilized by the Company through January 10,
2010. The Compensation Committee of the Board of Directors may award
incentive stock options or non-qualified stock options, as well as stock
appreciation rights, and determines the vesting period at the time of
grant. As of July 2, 2005, options to purchase 827,833 shares of common
stock were available for future grants, and options to purchase 21,056
shares of common stock were outstanding.
Employee Stock Purchase Plan
The Company implemented an Employee Stock Purchase Plan (the "Purchase
Plan") with stockholder approval, effective January 1, 2002. Under the
Purchase Plan, employees meeting certain specific employment qualifications
are eligible to participate and can purchase shares of Common Stock
semi-annually through payroll deductions at the lower of 85% of the fair
market value of the stock at the commencement or end of the offering
period. The purchase plan permits eligible employees to purchase common
stock through payroll deductions for up to 10% of qualified compensation.
During the twenty-six weeks ended July 2, 2005 there were 21,460 shares
issued under the Purchase Plan for net proceeds of $80,475. As of July 2,
2005, there were 276,439 shares available for issuance under the Purchase
Plan.
18
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
11. Segment Information
The Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", which establishes standards for
companies to report information about operating segments, geographic areas,
and major customers. The adoption of SFAS No. 131 has no effect on the
Company's consolidated financial position, consolidated results of
operations or liquidity. The accounting policies of each segment are the
same as those described in the summary of significant accounting policies
(see Note 1).
The Company uses earnings before interest and taxes (operating income) to
measure segment profit. Segment operating income includes selling, general
and administrative expenses directly attributable to that segment as well
as charges for allocating corporate costs to each of the operating
segments. The following tables reflect the results of the segments
consistent with the Company's management system (in thousands):
Twenty-Six Weeks Ended Information
July 2, 2005 Technology Engineering Commercial Corporate Total
---------------- --------------- --------------- -------------- --------------
Revenue $49,549 $24,141 $16,716 $90,406
Operating expenses (1) 46,521 24,027 16,027 86,575
---------------- --------------- --------------- --------------
EBITDA ((2)) 3,028 114 689 3,831
Depreciation 270 184 74 528
---------------- --------------- --------------- --------------
Operating income (loss) 2,758 (70 ) 615 3,303
Interest expense, net of
(interest income) 140 68 48 (148 ) 108
Loss on foreign currency
transactions 4 4
Income taxes (benefit) 976 (52 ) 211 55 1,190
---------------- --------------- --------------- -------------- --------------
Net income (loss) $1,642 ($90 ) $356 $93 $2,001
================ =============== =============== ============== ==============
Total assets $46,691 $23,694 $10,452 $10,940 $100,777
Capital expenditures $391 $391
19
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
11. Segment Information (Continued)
Twenty-Seven Weeks Information
Ended July 3, 2004 Technology Engineering Commercial Corporate Total
--------------- ------------ -------------- ------------- -------------
Revenue $47,636 $26,920 $12,066 $86,622
Operating expenses (1) 45,527 25,375 12,320 83,222
--------------- ------------ -------------- -------------
EBITDA ((2)) 2,109 1,545 (254 ) 3,400
Depreciation 308 206 52 566
Amortization of intangibles 10 22 2 34
--------------- ------------ -------------- -------------
Operating income (loss) 1,791 1,317 (308 ) 2,800
Interest expense, net of
interest income 128 72 33 233
Loss on foreign currency
transactions 8 8
Income taxes (benefit) 581 432 (119 ) 894
--------------- ------------ -------------- -------------
Net income (loss) $1,082 $805 ($222 ) $1,665
=============== ============ ============== =============
Total assets $49,176 $22,496 $6,649 $20,072 $98,393
Capital expenditures $152 $152
20
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
11. Segment Information (Continued)
Thirteen Weeks Ended Information
July 2, 2005 Technology Engineering Commercial Corporate Total
--------------- -------------- -------------- ------------ -------------
Revenue $24,898 $12,378 $9,048 $46,324
Operating expenses (1) 23,375 12,188 8,634 44,197
--------------- -------------- -------------- -------------
EBITDA (2) 1,523 190 414 2,127
Depreciation 135 93 39 267
--------------- -------------- -------------- -------------
Operating income 1,388 97 375 1,860
Interest expense, net of
interest income 71 36 26 (148 ) (15 )
Loss on foreign currency
transactions
Income taxes 497 23 132 55 707
--------------- -------------- -------------- ------------ -------------
Net income $820 $38 $217 $93 $1,168
=============== ============== ============== ============ =============
Total assets $46,691 $23,694 $10,452 $10,940 $100,777
Capital expenditures $125 $125
21
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
11. Segment Information (Continued)
Fourteen Weeks Ended Information
July 3, 2004 Technology Engineering Commercial Corporate Total
--------------- -------------- -------------- ------------- -------------
Revenue $25,052 $13,486 $6,811 $45,349
Operating expenses (1) 23,692 12,958 6,890 43,540
--------------- -------------- -------------- -------------
EBITDA (2) 1,360 528 (79 ) 1,809
Depreciation 156 100 28 284
Amortization of intangibles 5 11 1 17
--------------- -------------- -------------- -------------
Operating income (loss) 1,199 417 (108 ) 1,508
Interest expense, net of
interest income 65 35 18 118
Loss on foreign currency
transactions 7 7
Income taxes (benefit) 421 139 (46 ) 514
--------------- -------------- -------------- -------------
Net income (loss) $713 $236 ($80 ) $869
=============== ============== ============== =============
Total assets $49,176 $22,496 $6,649 $20,072 $98,393
Capital expenditures $152 $152
<FN>
(1) Operating expenses excludes depreciation and amortization.
(2) 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.
</FN>
22
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
11. Segment Information (Continued)
The Company is domiciled in the United States and its segments operate in
the United States and Canada. Revenues and fixed assets by geographic area
as of and for the twenty-six weeks ended July 2, 2005 and the twenty-seven
weeks ended July 3, 2004 are as follows (in thousands):
Twenty-Six Twenty-Seven
Weeks Ended Weeks Ended
July 2, 2005 July 3, 2004
--------------------- -------------------
Revenues
U. S. $82,582 $75,820
Canada 7,824 10,802
--------------------- -------------------
$90,406 $86,622
===================== ===================
Fixed Assets
U. S. $4,079 $4,438
Canada 204 279
--------------------- -------------------
$4,283 $4,717
===================== ===================
Revenues by geographic area for the thirteen weeks ended July 2, 2005 and
the fourteen weeks ended July 3, 2004 are as follows (in thousands):
Thirteen Fourteen
Weeks Ended Weeks Ended
July 2, 2005 July 3, 2004
---------------- ---------------
Revenues
U. S. $42,353 $40,294
Canada 3,971 5,055
---------------- ---------------
$46,324 $45,349
================ ===============
23
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
12. Contingencies
In late 1998, two shareholders who were formerly officers and directors of
the Company filed suit against the Company alleging wrongful termination of
their employment, failure to make required severance payments, wrongful
conduct by the Company in connection with the grant of stock options, and
wrongful conduct by the Company resulting in the non-vestiture of their
option grants. The complaint also alleged that the Company wrongfully
limited the number of shares of the Company's common stock that could have
been sold by the plaintiffs under a registration rights agreement entered
into in connection with the underlying acquisition transaction pursuant to
which the plaintiffs became shareholders of the Company. The claim under
the registration rights agreement sought the difference between the amount
for which plaintiffs could have sold their RCM shares during the 12-month
period ended March 11, 1999, but for the alleged wrongful limitation on
their sales, and the amount for which the plaintiffs sold their shares
during that period and thereafter.
The claim relating to the wrongful termination of the employment of one of
the plaintiffs and the claims of both plaintiffs concerning the grant of
stock options were resolved in binding arbitration in early 2002. A trial
on the remaining claims commenced on December 2, 2002 and a verdict was
returned on January 24, 2003. On the claims by both plaintiffs, concerning
the alleged wrongful limitation by the Company of the number of shares that
the plaintiffs could sell during the 12-month period ended March 11, 1999,
a verdict awarding damages of $7.6 million against the Company was
returned. On June 23, 2003, the trial judge denied the Company's post-trial
motions that challenged the jury verdict and upheld the verdict. On August
4, 2003, the trial judge entered a judgment in favor of the plaintiffs for
$7.6 million in damages and awarded plaintiffs $172,000 in post-verdict
pre-judgment interest. Post-judgment interest will continue to accrue on
the damages portion of the judgment at the rate of 3% per annum in 2005.
The Company has appealed to the Appellate Division of the Superior Court of
New Jersey, and obtained a stay pending appeal of, that judgment. In order
to secure the stay, the Company made a cash deposit in lieu of bond of $8.3
million with the Trust Fund of the Superior Court of New Jersey. This
deposit is recorded as restricted cash on the consolidated balance sheet
and earns interest at a rate that approximates the daily federal funds
rate. The plaintiffs have cross-appealed from the Court's denial of
pre-verdict, pre-judgment interest on the damages portion of the August 4,
2003 judgment and from the Court's refusal to grant judgment as a matter of
law to one of the plaintiffs on his claim for severance pay in the amount
of $240,000 plus interest. The briefing phase of the appeal was concluded
in April 2004 and oral argument was heard on February 15, 2005. The timing
of a ruling on the appeal cannot be predicted at this time but is expected
in the third quarter of 2005. Further appellate proceedings are likely no
matter which side prevails in the Appellate Division.
In connection with this litigation, the Company accrued $9.7 million of
litigation charges at December 31, 2002, which included the jury award of
$7.6 million, professional fees of $1.1 million and an estimate of $1.0
million for attorney fees and pre-judgment interest. As of July 2, 2005,
the accrued litigation reserve is $8.3 million.
24
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
12. Contingencies - (Continued)
In addition, in November 2002 the Company brought suit in the Superior
Court of New Jersey, Law Division, on professional liability claims against
the attorneys and law firms who served as its counsel in the
above-described acquisition transaction and in its subsequent dealings with
the plaintiffs concerning their various relationships with the Company
resulting from that transaction. In its lawsuit against the former counsel,
the Company is seeking complete indemnification with respect to (1) its
costs and counsel fees incurred in defending itself against the claims of
the plaintiffs; (2) any sums for which the Company is ultimately determined
to be liable to the plaintiffs; and (3) its costs and counsel fees incurred
in the prosecution of the legal malpractice action itself. That litigation
was temporarily stayed in the Law Division while the appeal of the
underlying action went forward in the Appellate Division of the Superior
Court. On May 16, 2005, the Law Division lifted that stay and pretrial
discovery in the legal malpractice action is now proceeding.
The Company is also subject to other pending legal proceedings and claims
that arise from time to time in the ordinary course of its business, which
may or may not be covered by insurance.
The litigation and other claims previously noted are subject to inherent
uncertainties and management's view of these matters may change in the
future. Were an unfavorable outcome to occur, there exists the possibility
of a material adverse impact on the Company's consolidated financial
position and the consolidated results of operations for the period in which
the effect becomes reasonably estimable.
13. Other Event
On May 2, 2005, the registrant ("RCM") agreed to the terms of a separation
and release agreement with Brian A. Delle Donne, effective as of March 29,
2005, in connection with Mr. Delle Donne's departure from RCM as of that
date.
Under the terms of the separation and release agreement, Mr. Delle Donne
received a lump sum of $175,000. The lump sum was reduced by an amount
equal to the principal and interest due by Mr. Delle Donne to RCM in
connection with a pre-existing loan by RCM to Mr. Delle Donne. RCM
continues to pay Mr. Delle Donne's monthly health premiums until the
earlier of March 31, 2006, or the date on which Mr. Delle Donne secures
full-time employment as a W-2 employee with an employer offering employee
health benefits. In addition, options held by Mr. Delle Donne to purchase
25,000 shares of RCM's common stock, at an exercise price of $3.95 vested
as of March 29, 2005, and became exercisable though December 31, 2005. The
options would otherwise have vested in February 2006. The termination date
of, Mr. Delle Donne's fully vested options to purchase 100,000 shares of
RCM's common stock at an exercise price of $4.75 was extended through
December 31, 2005.
RCM will continue to provide Mr. Delle Donne with an attorney and to
indemnify Mr. Delle Donne as a named defendant against any award of damages
in connection with the RCM's ongoing defense of a lawsuit pending in the
Superior Court of New Jersey, Law Division. As consideration for the above,
Mr. Delle Donne agreed to cooperate with RCM and its counsel in their
defense of the lawsuit.
Mr. Delle Donne provided RCM and its affiliates a general release from all
claims arising out of, or in connection with, his employment and agreed not
to disclose RCM's proprietary and confidential information and, subject to
certain time limits, not to solicit RCM's current and former employees.
25
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Private Securities Litigation Reform Act Safe Harbor Statement
Certain statements included herein and in other reports and public filings made
by the Company are forward-looking within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, without
limitation, statements regarding the adoption by businesses of new technology
solutions; the use by businesses of outsourced solutions, such as those offered
by the Company, in connection with such adoption; the outcome of litigation (at
both the trial and appellate levels) involving the Company; and the impact on
the Company of its exchange offer relating to its outstanding stock options.
Readers are cautioned that such forward-looking statements, as well as others
made by the Company, which may be identified by words such as "may," "will,"
"expect," "anticipate," "continue," "estimate," "project," "intend," "believe,"
and similar expressions, are only predictions and are subject to risks and
uncertainties that could cause the Company's actual results and financial
position to differ materially. Such risks and uncertainties include, without
limitation: (i) unemployment and general economic conditions affecting the
provision of information technology and engineering services and solutions and
the placement of temporary staffing personnel; (ii) the Company's ability to
continue to attract, train and retain personnel qualified to meet the
requirements of its clients; (iii) the Company's ability to identify appropriate
acquisition candidates, complete such acquisitions and successfully integrate
acquired businesses; (iv) uncertainties regarding pro forma financial
information and the underlying assumptions relating to acquisitions and acquired
businesses; (v) uncertainties regarding amounts of deferred consideration and
earnout payments to become payable to former shareholders of acquired
businesses; (vi) possible adverse effects on the market price of the Company's
common stock due to the resale into the market of significant amounts of common
stock; (vii) the potential adverse effect a decrease in the trading price of the
Company's common stock would have upon the Company's ability to acquire
businesses through the issuance of its securities; (viii) the Company's ability
to obtain financing on satisfactory terms; (ix) the reliance of the Company upon
the continued service of its executive officers; (x) the Company's ability to
remain competitive in the markets that it serves; (xi) the Company's ability to
maintain its unemployment insurance premiums and workers compensation premiums;
(xii) the risk of claims being made against the Company associated with
providing temporary staffing services; (xiii) the Company's ability to manage
significant amounts of information, and periodically expand and upgrade its
information processing capabilities; (xiv) the Company's ability to remain in
compliance with federal and state wage and hour laws and regulations; (xv)
uncertainties in predictions as to the future need for the Company's services;
(xvi) uncertainties relating to the allocation of costs and expenses to each of
the Company's operating segments; (xvii) the costs of conducting and the outcome
of litigation involving the Company, and (xviii) other economic, competitive and
governmental factors affecting the Company's operations, markets, products and
services. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date made. The Company
undertakes no obligation to publicly release the results of any revision of
these forward-looking statements to reflect these trends or circumstances after
the date they are made or to reflect the occurrence of unanticipated events.
26
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Overview
RCM participates in a sector that is cyclical in nature and extremely sensitive
to economic changes. As a result, the impact of economic changes on revenues and
operations can be volatile.
After a significant growth and expansion period in the late 1990s for the
sector, the U.S. economy experienced a dramatic slowdown, forcing companies to
curtail technology spending, consolidate operations, and reduce their demand for
services and labor. Because of this severe slowdown, which began in 2000, RCM's
revenues were adversely affected, prompting management to reconsider its
business strategy. In response to declining revenues, the Company initiated
reductions in its staff personnel and consolidated branches. Since that time,
management has continued to monitor its operating cost structure in order to
maintain a cost benefit relationship with revenues, while focusing on working
capital management and cash flows. These efforts have resulted in an improvement
in working capital and tangible net worth.
Furthermore, the Company has improved discipline in its marketing and sales
strategies by providing a more cohesive and relevant marketing and sales
approach to new and existing customers and now focuses on growth in targeted
vertical markets, on service offerings providing greater revenue opportunities
and on several new business initiatives. With the economy strengthening over the
past two years, the sector is beginning to see modest growth.
Despite the improved economy, companies have been slow to adapt many
technological enhancements. The process of designing, developing and
implementing software solutions has become increasingly complex. The Company
believes that many companies today are focused on return on investment analysis
in prioritizing the initiatives they undertake. This has resulted in delays in
the awarding of contracts or totally negating spending on many emerging new
solutions which management had previously anticipated.
Nonetheless, the Company continues to believe that Information Technology ("IT")
managers must integrate and manage computing environments, consisting of
multiple computing platforms, operating systems, databases and networking
protocols, and must implement packaged software applications to support existing
business objectives. Companies also need continually to keep pace with new
developments, which often render existing equipment and internal skills
obsolete. Consequently, business drivers cause IT managers to support
increasingly complex systems and applications of significant strategic value,
while working under budgetary, personnel and expertise constraints. This has
given rise to a demand for outsourcing. The Company believes that its current
clients and prospective future clients are continuing to evaluate the potential
for outsourcing business critical applications and entire business functions.
The Company provides project management and consulting services, which are
billed based on either an agreed -upon fixed fee or hourly rates, or a
combination of both. The billing rates and profit margins for project management
and solutions services are higher than those for professional consulting
services. The Company generally endeavors to expand its sales of higher margin
solutions and project management services. The Company also realizes revenues
from client engagements that range from the placement of contract and temporary
technical consultants to project assignments that entail the delivery of
end-to-end solutions. These services are primarily provided to the client at
hourly rates that are established for each of the Company's consultants based
upon their skill level, experience and the type of work performed.
The majority of the Company's services are provided under purchase orders.
Contracts are utilized on certain of the more complex assignments where the
engagements are for longer terms or where precise documentation on the nature
and scope of the assignment is necessary. Although contracts normally relate to
longer-term and more complex engagements, they do not obligate the customer to
purchase a minimum level of services and are generally terminable by the
customer on 60 to 90 days' notice. Revenues are recognized when services or
deliverables are provided and accepted by the customer.
27
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Overview (Continued)
Costs of services consist primarily of salaries and compensation-related
expenses for billable consultants, including payroll taxes, employee benefits,
and insurance. Selling, general and administrative expenses consist primarily of
salaries and benefits of personnel responsible for business development,
recruiting, operating activities, and training, and include corporate overhead
expenses. Corporate overhead expenses relate to salaries and benefits of
personnel responsible for corporate activities, including the Company's
corporate marketing, administrative and reporting responsibilities and
acquisition program. The Company records these expenses when incurred.
Depreciation relates primarily to the fixed assets of the Company. Amortization
relates to a covenant not to compete resulting from one of the Company's
acquisitions. Acquisitions have been accounted for under the purchase method of
accounting for financial reporting purposes and have created goodwill.
Critical Accounting Policies
The financial statements are prepared in accordance with accounting principles
generally accepted in the United States, which require management to make
subjective decisions, assessments, and estimates about the effect of matters
that are inherently uncertain. As the number of variables and assumptions
affecting the judgments increases, such judgments become even more subjective.
While management believes that, its assumptions are reasonable and appropriate,
actual results may differ materially from estimates. The Company has identified
certain critical accounting policies, described below, that require significant
judgment to be exercised by management.
Revenue Recognition
The Company derives its revenues from several sources. All of the Company's
segments perform staffing services. The Company's Engineering Services and
Information Technology Services segments also perform project services. The
Information Technology Services segment also derives revenue from permanent
placement fees.
Project Services - The Company recognizes revenues in accordance with the
Securities and Exchange Commission, SAB No. 104, "Revenue Recognition." SAB No.
104 clarifies application of U.S. generally accepted accounting principles to
revenue transactions. Project services are generally provided on a
cost-plus-fixed-fee or time-and-material basis. Typically, a customer will
outsource a discrete project or activity and the Company assumes responsibility
for the performance of such project or activity. The Company recognizes revenues
and associated costs on a gross basis as services are provided to the customer
and costs are incurred using its employees. The Company, from time to time,
enters into contracts requiring the completion of specific deliverables. The
Company recognizes revenue on these deliverables at the time the client accepts
and approves the deliverables. In instances where project services are provided
on a fixed-price basis and the contract will extend beyond a 12-month period,
revenue is recorded in accordance with the terms of each contract. In some
instances, revenue is billed and recorded at the time certain milestones are
reached, as defined in the contract. In other instances, revenue is billed and
recorded based upon contractual rates per hour. In addition, some contracts
contain "Performance Fees" (bonuses) for completing a contract under budget.
Performance Fees, if any, are recorded when the contract is completed and the
revenue is reasonably certain of collection. Some contracts also limit revenues
and billings to maximum amounts. Provision for contract losses, if any, is made
in the period such losses are determined. For contracts where there are multiple
deliverables and the work has not been 100% complete on a specific deliverable
the costs have been deferred. The associated costs are expensed when the related
revenue is recognized.
28
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Revenue Recognition (Continued)
Staffing Services - Revenues derived from staffing services are recorded on
a gross basis as services are performed and associated costs have been
incurred using employees of the Company. In these circumstances, the
Company assumes the risk of acceptability of its employees to its
customers. In certain cases, the Company may utilize other companies and
their employees to fulfill customer requirements. In these cases, the
Company receives an administrative fee for arranging for, billing for, and
collecting the billings related to these companies. The customer is
typically responsible for assessing the work of these companies who have
responsibility for acceptability of their personnel to the customer. Under
these circumstances, the Company's reported revenues are net of associated
costs (effectively the administrative fee).
Permanent Placement Services - The Company earns permanent placement fees
from providing permanent placement services. Fees for placements are
recognized at the time the candidate commences employment. The Company
guarantees its permanent placements on a prorated basis for 90 days. In the
event a candidate is not retained for the 90-day period, the Company will
provide a suitable replacement candidate. In the event a replacement
candidate cannot be located, the Company will provide a prorated refund to
the client. An allowance for refunds, based upon the Company's historical
experience, is recorded in the financial statements. Revenues are recorded
on a gross basis as a component of revenue.
Accounts Receivable
The Company's accounts receivable are primarily due from trade customers.
Credit is extended based on evaluation of customers' financial condition
and, generally, collateral is not required. Accounts receivable payment
terms vary and are stated in the financial statements at amounts due from
customers net of an allowance for doubtful accounts. Accounts outstanding
longer than the payment terms are considered past due. The Company
determines its allowance by considering a number of factors, including the
length of time trade accounts receivable are past due, the Company's
previous loss history, the customer's current ability to pay its obligation
to the Company, and the condition of the general economy and the industry
as a whole. The Company writes off accounts receivable when they become
uncollectible, and payments subsequently received on such receivables are
credited to the allowance for doubtful accounts.
Goodwill and Intangibles
The Company follows SFAS No. 142, "Goodwill and Other Intangible Assets."
Accordingly, the Company evaluates the carrying value and recoverability of
its goodwill by evaluating the fair market value of the reporting units
within which goodwill resides. The process of estimating fair value relies
in part on the use of forecasts to estimate future cash flows expected from
a reporting unit as well as the use of market multiples in determining fair
market value. In order to estimate future cash flows, management must make
subjective judgments based on reasonable and supportable assumptions and
projections. The periods for estimating future cash flows are uncertain,
which increases the risk that actual future results could significantly
deviate from estimates. Changes in future market conditions, the Company's
strategy or other factors could have an effect upon the future values of
these reporting units, which could result in future impairment charges.
29
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Accounting for Stock Options
The Company has used stock options to attract, retain, and reward employees
for long-term service. Generally accepted accounting principles allow
alternative methods of accounting for these awards. The Company has chosen
to account for its stock plans (including stock option plans) under
Accounting Principle Board ("APB") Opinion 25, "Accounting for Stock Issued
to Employees." Since option exercise prices reflect the market value per
share of the Company's stock upon grant, no compensation expense related to
stock options is reflected in the Company's income statement.
In December 2004, the Financial Accounting Standards Board issued SFAS No.
123R (revised 2004), Share-Based Payment, which addresses the accounting
for employee stock options. SFAS No. 123R eliminates the ability to account
for shared-based compensation transactions using APB No. 25 and generally
would require instead that such transactions be accounted for using a fair
value-based method. SFAS No. 123R also requires that tax benefits
associated with these share-based payments be classified as financing
activities in the statement of cash flow rather than operating activities
as currently permitted. SFAS No. 123R becomes effective for interim or
annual periods beginning after December 15, 2005. Accordingly, the Company
is required to apply SFAS No. 123R beginning fiscal quarter ending April 1,
2006. SFAS No. 123R offers alternative methods of adopting this final rule.
At the present time, the Company has not yet determined which alternative
method it will use.
Had SFAS 123R been adopted, the Company would have recorded additional
pre-tax costs of approximately $128,000 and $169,000 for the twenty-six
weeks and twenty-seven weeks ended July 2, 2005 and July 3, 2004,
respectively, Had SFAS 123R been adopted, the Company would have recorded
additional pre-tax costs of approximately $75,000 and $13,000 for the
thirteen weeks and fourteen weeks ended July 2, 2005 and July 3, 2004,
respectively.
The aforementioned pro forma compensation cost was calculated using the
Black-Scholes Options Pricing Model, which includes estimates based on
assumptions for the risk-free interest rate, life of options and stock
price volatility and is based upon freely traded options. Changes in the
underlying assumptions could affect the pro forma compensation cost.
In March 2005, the SEC issued SAB No. 107, to provide further guidance
regarding the interaction of the provisions of SFAS 123R and certain SEC
rules and regulations.
Accounting for Income Taxes
In establishing the provision for income taxes and deferred income tax
assets and liabilities, and valuation allowances against deferred tax
assets, the Company makes judgments and interpretations based on enacted
tax laws, published tax guidance, and estimates of future earnings. As of
July 2, 2005, the Company had total net deferred tax assets of $5.0
million. This included $1.0 million relating to federal and state net
operating loss carry forwards and $3.2 million for a reserve for litigation
charges. Realization of deferred tax assets is dependent upon the
likelihood that future taxable income will be sufficient to realize these
benefits over time, and the effectiveness of tax planning strategies in the
relevant tax jurisdictions. In the event that actual results differ from
these estimates and assessments, additional valuation allowances may be
required. Currently, there is no valuation allowance.
30
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Forward-looking Information
The Company's growth prospects are influenced by broad economic trends. The
pace of customer capital spending programs, new product launches and
similar activities have a direct impact on the need for consulting and
engineering services as well as temporary and permanent employees. Should
the U.S. and Canadian economies decline, the Company's operating
performance could be adversely impacted. The Company believes that its
fiscal discipline, strategic focus on targeted vertical markets and
diversification of service offerings provides some insulation from adverse
trends. However, further declines in the economy could result in the need
for future cost reductions or changes in strategy.
Additionally, changes in government regulations could result in prohibition
or restriction of certain types of employment services or the imposition of
new or additional employee benefits, licensing or tax requirements with
respect to the provision of employment services that may reduce RCM's
future earnings. There can be no assurance that RCM will be able to
increase the fees charged to its clients in a timely manner and in a
sufficient amount to cover increased costs as a result of any of the
foregoing.
The employment services market is highly competitive with limited barriers
to entry. RCM competes in global, national, regional, and local markets
with numerous consulting, engineering and employment companies. Price
competition in the industries the Company serves is significant, and
pricing pressures from competitors and customers are increasing. RCM
expects that the level of competition will remain high in the future, which
could limit RCM's ability to maintain or increase its market share or
profitability.
31
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Twenty-Six Weeks Ended July 2, 2005 Compared to Twenty-Seven Weeks Ended July 3, 2004
A summary of operating results for the fiscal periods ended July 2, 2005 and
July 3, 2004 is as follows (in thousands, except for earnings per share data):
July 2, 2005 July 3, 2004
---------------------- ------------------------
% of % of
Amount Revenue Amount Revenue
---------- ---------- ---------- ----------
Revenues $90,406 100.0 $86,622 100.0
Cost of services 69,240 76.6 65,895 76.1
---------- ---------- ---------- ----------
Gross profit 21,166 23.4 20,727 23.7
---------- ---------- ---------- ----------
Selling, general and administrative 17,335 19.2 17,327 20.0
Depreciation and amortization 528 .5 600 .7
---------- ---------- ---------- ----------
17,863 19.7 17,927 20.7
---------- ---------- ---------- ----------
Operating income 3,303 3.7 2,800 3.2
Other (expense) income (112 ) .2 241 .3
---------- ---------- ---------- ----------
Income before income taxes 3,191 3.5 2,559 2.9
Income taxes 1,190 1.3 894 1.0
---------- ---------- ---------- ----------
Net income $2,001 2.2 $1,665 1.9
========== ========== ========== ==========
Earnings per share
Basic: $.18 $.15
Diluted: $.17 $.14
========== ==========
The above summary is not a presentation of results of operations under generally
accepted accounting principles and should not be considered in isolation or as
an alternative to results of operations as an indication of the Company's
performance.
The Company follows a 52/53 week fiscal reporting calendar ending on the
Saturday closest to December 31. A 53-week year occurs periodically. The fiscal
year ended 2004 was a 53-week reporting year. The year to date reporting periods
ended July 2, 2005 and July 3, 2004 consisted of twenty-six weeks and
twenty-seven weeks, respectively. The following discussion is not adjusted for
the additional one week in fiscal 2004 unless specifically noted otherwise.
Revenues. Revenues increased 4.4%, or $3.8 million, for the twenty-six weeks
ended July 2, 2005 as compared to the same period in the prior year (the
"comparable prior year period"). Revenues increased $1.9 million in the
Information Technology ("IT") segment, decreased $2.8 million in the Engineering
segment, and increased $4.6 million in the Commercial segment. Management
attributes the overall increase to an improvement of the general economy and
successful marketing and sales efforts. Management expects revenues for the
remainder of fiscal 2005 to remain generally consistent on a prorated basis with
the revenues for the twenty-six weeks ended July 2, 2005.
32
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Twenty-Six Weeks Ended July 2, 2005 Compared to Twenty-Seven Weeks Ended
July 3, 2004- (Continued)
Cost of Services. Cost of services increased 5.1%, or $3.3 million, for the
twenty-six weeks ended July 2, 2005 as compared to the comparable prior year
period. This increase was primarily due to the increase in revenues. Cost of
services as a percentage of revenues increased to 76.6% for the twenty-six weeks
ended July 2, 2005 from 76.1% for the comparable prior year period. This
increase was primarily attributable to increased pricing pressures in the IT
segment as well as increased revenues in the Commercial segment, which
historically has had lower gross margins. Management anticipates the ratio of
cost of sales to revenues for the remainder of fiscal 2005 to decrease as
compared to the twenty-six weeks ended July 3, 2004, which is consistent with
historical performance.
Selling, General and Administrative. Selling, general and administrative ("SGA")
expenses were essentially unchanged for the twenty-six weeks ended July 2, 2005
as compared to the comparable prior year period. As a percentage of revenues,
SGA expenses were 19.2% for the twenty-six weeks ended July 2, 2005 as compared
to 20.2% for the comparable prior year period. This modest decrease was
primarily attributable to continued cost containment activities, which were
offset by increased sales costs on higher revenues. Management reasonably
expects SGA expenses for the remainder of fiscal 2005 to remain consistent with
the SGA expenses for the twenty-six weeks ended July 2, 2005.
Depreciation and Amortization. Depreciation and amortization ("DA") decreased
12.0%, or $72,000, for the twenty-six weeks ended July 2, 2005 as compared to
the comparable prior year period.
Other Expense. Other expense consists of interest expense, net of interest
income and gains and losses on foreign currency transactions. For the twenty-six
weeks ended July 2, 2005, actual interest expense of $284,000 was offset by
$175,000 of interest income, which was principally earned from restricted cash
and short-term money market deposits. Interest expense, net decreased $125,000
for the twenty-six weeks ended July 2, 2005 as compared to the comparable prior
year period. This decrease was primarily due to increased borrowing requirements
as well as an increase in weighted average interest rates on borrowed funds,
which was offset by increased interest income. Losses on foreign currency
transactions decreased $3,400 in the twenty-six weeks ended July 2, 2005 as
compared to the comparable prior year period. This modest decrease was
attributable to the reduction in the number of foreign currency transactions.
Income Tax. Income tax expense increased 33.1%, or $296,000, for the twenty-six
weeks ended July 2, 2005 as compared to the comparable prior year period. This
increase was attributable to a higher level of income before taxes for the
twenty-six weeks ended July 2, 2005 compared to the comparable prior year
period. The effective tax rate was 37.3% for the twenty-six weeks ended July 2,
2005 as compared to 34.9% for the comparable prior year period. The increase in
effective tax rate was attributable to the decreased amount of tax-deductible
amortization in relation to increased income before income tax purposes.
33
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Twenty-Six Weeks Ended July 2, 2005 Compared to Twenty-Seven Weeks Ended
July 3, 2004 - (Continued)
Segment Discussion (See Footnote 11)
Information Technology
IT revenues of $49.5 million in 2005 increased $1.9 million, or 4.0%, compared
to 2004. The increase was principally attributable to an increase in demand for
IT services. The IT segment EBITDA was $3.0 million, or 79.0% of the overall
EBITDA for 2005 as compared to $2.1 million, or 62.0% of the overall EBITDA, for
2004.
Engineering
E revenues of $24.1 million in 2005 decreased $2.8 million, or 10.3%, compared
to 2004. The decrease in revenue was attributable to the softening of demand for
the Company's engineering services. The Engineering segment EBITDA was $114,000,
or 3.0% of the overall EBITDA for 2005 as compared to $1.5 million, or 45.4% of
the overall EBITDA for 2004.
Commercial
C revenues of $16.7 million in 2005 increased $4.6 million, or 38.5% compared to
2004. The increase in revenues for the Commercial segment was attributable to
improvement in economic activity within this segment. The Commercial segment
EBITDA was $689,000, or 18.0% of the overall EBITDA, as compared to a loss of
$254,000 for 2004.
34
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Thirteen Weeks Ended July 2, 2005 Compared to Fourteen Weeks Ended July 3, 2004
A summary of operating results for the fiscal periods ended July 2, 2005 and
July 3, 2004 is as follows (in thousands, except for earnings per share data):
July 2, 2005 July 3, 2004
---------------------- ------------------------
% of % of
Amount Revenue Amount Revenue
---------- ---------- ---------- ----------
Revenues $46,324 100.0 $45,349 100.0
Cost of services 35,267 76.1 34,649 76.4
---------- ---------- ---------- ----------
Gross profit 11,057 23.9 10,700 23.6
---------- ---------- ---------- ----------
Selling, general and administrative 8,929 19.3 8,892 19.6
Depreciation and amortization 268 .6 300 .7
---------- ---------- ---------- ----------
9,197 19.9 9,192 20.3
---------- ---------- ---------- ----------
Operating income 1,860 4.0 1,508 3.3
Other income (expense) 15 (125 ) (.3 )
---------- ---------- ---------- ----------
Income before income taxes 1,875 4.0 1,383 3.0
Income taxes 707 1.5 514 1.1
---------- ---------- ---------- ----------
Net income $1,168 2.5 $869 1.9
========== ========== ========== ==========
Earnings per share
Basic: $.10 $.08
Diluted: $.10 $.07
========== ==========
The above summary is not a presentation of results of operations under generally
accepted accounting principles and should not be considered in isolation or as
an alternative to results of operations as an indication of the Company's
performance.
The Company follows a 52/53 week fiscal reporting calendar ending on the
Saturday closest to December 31. A 53-week year occurs periodically. The fiscal
year ended 2004 was a 53-week reporting year. The second quarter reporting
periods ended July 2, 2005 and July 3, 2004 consisted of thirteen weeks and
fourteen weeks, respectively. The following discussion is not adjusted for the
additional one week in fiscal 2004 unless specifically noted otherwise.
Revenues. Revenues increased 2.1%, or $975,000, for the thirteen weeks ended
July 2, 2005 as compared to the same period in the prior year (the "comparable
prior year period"). The revenue decreased $154,000 in the Information
Technology ("IT") segment, decreased $1.1million in the Engineering segment and
increased $2.2 million in the Commercial segment. Management attributes the
overall increase to an improvement of the general economy and successful
marketing and sales efforts.
35
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Thirteen Weeks Ended July 2, 2005 Compared to Fourteen Weeks
Ended July 3, 2004 - (Continued)
Cost of Services. Cost of services increased 1.8%, or $618,000, for the thirteen
weeks ended July 2, 2005 as compared to the comparable prior year period. This
increase was primarily due to the increase in revenues. Cost of services as a
percentage of revenues decreased to 76.1% for the thirteen weeks ended July 2,
2005 from 76.4% for the comparable prior year period. This modest decrease was
attributable to the change in revenue amounts in each segment year over year and
the related gross margin percentages from each segment (See segment discussion
on page 37). Management anticipates the ratio of cost of sales to revenues for
the remainder of fiscal 2005 to decrease as compared to the thirteen weeks ended
July 3, 2004, which is consistent with historical performance.
Selling, General and Administrative. SGA expenses increased 0.4%, or $37,000,
for the thirteen weeks ended July 2, 2005 as compared to the comparable prior
year period. As a percentage of revenues, SGA expenses were 19.3% for the
thirteen weeks ended July 2, 2005 as compared to 19.6% for the comparable prior
year period. This decrease was primarily attributable to continued cost
containment activities, which were offset by increased sales costs on higher
revenues. Management reasonably expects SGA expenses for the remainder of fiscal
2005 to remain consistent with the SGA expenses for the thirteen weeks ended
July 2, 2005.
Depreciation and Amortization. DA decreased 10.7%, or $32,000, for the
twenty-six weeks ended July 2, 2005 as compared to the comparable prior year
period.
Other Expense. Other expense consists of interest expense, net of interest
income and gains and losses on foreign currency transactions. For the thirteen
weeks ended July 2, 2005, actual interest expense of $155,000 was offset by
$171,000 of interest income, which was principally earned from restricted cash
and short-term money market deposits. Interest expense, net, decreased $133,700
for the thirteen weeks ended July 2, 2005 as compared to the comparable prior
year period. This decrease was primarily due to increased borrowing requirements
as well as an increase in weighted average interest rates on borrowed funds,
which was offset by increased interest income. Losses on foreign currency
transactions decreased $6,700 as compared to the comparable prior year period.
This modest decrease was attributable to the reduction in the number of foreign
currency transactions.
Income Tax. Income tax expense increased 37.5%, or $193,000, for the thirteen
weeks ended July 2, 2005 as compared to the comparable prior year period. This
increase was attributable to a higher level of income before taxes for the
thirteen weeks ended July 2, 2005 compared to the comparable prior year period.
The effective tax rate was 37.7% for the thirteen weeks ended July 2, 2005 as
compared to 37.2% for the comparable prior year period. The increase in
effective tax rate was attributable to a decreased amount of tax-deductible
amortization in relation to increased income before income tax purposes.
36
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Thirteen Weeks Ended July 2, 2005 Compared to Fourteen Weeks
Ended July 3, 2004 - (Continued)
Segment Discussion (See Footnote 11)
Information Technology
IT revenues of $24.9 million in 2005 decreased $154,000, or 0.61%, compared to
2004. The 2005 revenues when compared to 2004 revenues as adjusted for the one
extra week was actually an increase of approximately $1.6 million. This increase
is attributable to an increase in demand for IT services. EBITDA for the IT
segment was $1.5 million, or 71.6% of the overall EBITDA, for 2005 as compared
to $1.4 million, or 75.2% of the overall EBITDA, for 2004.
Engineering
E revenues of $12.4 million in 2005 decreased $1.1 million, or 8.2%, compared to
2004. The decrease in revenue was attributable to the softening of demand for
the Company's engineering services. The Engineering segment EBITDA was $190,000,
or 8.9% of the overall EBITDA for 2005 as compared to $528,000, or 29.2% of the
overall EBITDA for 2004.
Commercial
C revenues of $9.0 million in 2005 increased $2.2 million, or 32.8% compared to
2004. The increase in revenues for the C segment was attributable to improvement
in economic activity within this segment. The Commercial segment EBITDA was
$414,000, or 19.5% of the overall EBITDA, as compared to a loss of $79,000 for
2004.
37
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Liquidity and Capital Resources
The following table summarizes the major captions from the Company's
Consolidated Statements of Cash Flows:
Twenty-Six Twenty-Seven
Weeks Ended Weeks Ended
July 2, 2005 July 3, 2004
------------------ -------------------
(In Thousands)
------------------ -------------------
Operating Activities $287 ($1,164 )
Investing Activities ($391 ) ($188 )
Financing Activities $1099 ($1,141 )
Operating Activities
Operating activities provided $287,000 of cash for the twenty-six weeks
ended July 2, 2005 as compared to operating activities using $1.2 million
of cash for the comparable 2004 period. The decrease in cash used in
operating activities was primarily attributable to increased earnings, a
decrease in prepaid expenses and other current assets, an increase in
income taxes payable and an increase accrued compensation, which was offset
by an increase in accounts receivable, an increase in restricted cash, a
decrease in accounts payable and accrued expenses, and a decrease in
payroll and withheld taxes. Based on current operating activities and the
drivers of those activities, management reasonably expects that cash will
be provided from operating activities for the remainder of fiscal 2005. The
Company continues to institute enhanced managerial controls and
standardization over its receivables collection and disbursement processes.
Investing Activities
Investing activities used $391,000 for the twenty-six weeks ended July 2,
2005 as compared to $188,000 for the comparable 2004 period. The increase
in the use of cash for investing activities for 2005 as compared to the
comparable 2004 period was primarily attributable to an increase in
expenditures for property and equipment.
Financing Activities
Financing activities principally consisted of borrowing $1.0 million of
debt in 2005 as compared to financing activities using $1.3 million for
debt reduction for the comparable 2004 period.
On May 31, 2002, the Company and its subsidiaries entered into an amended
and restated loan agreement, which was further amended on July 27, 2004,
with Citizens Bank of Pennsylvania, administrative agent for a syndicate of
banks, which provides for a $25 million Revolving Credit Facility (the
"Revolving Credit Facility"). Availability of credit under the Revolving
Credit Facility is based on 80% of the aggregate amount of accounts
receivable for which not more than 90 days have elapsed since the date of
the original invoice. Borrowings under the Revolving Credit Facility bear
interest at one of two alternative rates, as selected by the Company at
each incremental borrowing. These alternatives are: (i) LIBOR (London
Interbank Offered Rate), plus applicable margin, or (ii) the agent bank's
prime rate.
All borrowings under the Revolving Credit Facility are collateralized by
all of the assets of the Company and its subsidiaries and a pledge of the
stock of its subsidiaries. The Revolving Credit Facility also contains
various financial and non-financial covenants, such as restrictions on the
Company's ability to pay dividends.
38
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Liquidity and Capital Resources (Continued)
The Revolving Credit Facility expires in August 2006. The weighted average
interest rates under the Revolving Credit Facility for the twenty-six weeks
ended July 2, 2005 and July 3, 2004 were 5.6% and 3.1%, respectively. The
amounts outstanding under the Revolving Credit Facility at July 2, 2005 and
January 1, 2005 were $5.9 million and $4.9 million, respectively. At July
2, 2005, the Company had availability for additional borrowing under the
Revolving Credit Facility of $20.0 million.
The Company anticipates that its primary uses of capital in future periods
will be for working capital purposes. Funding for any long and short-term
capital requirements as well as future acquisitions will be derived from
one or more of the Revolving Credit Facility, funds generated through
operations or future financing transactions. The Company is involved in
litigation as described in Footnote 12 (Contingencies) to the financial
statements. The outcome of litigation is subject to inherent uncertainties
and management's view of these matters may change in the future. Were an
unfavorable final outcome to occur, there exists the possibility of a
material adverse impact on our financial position, liquidity, and the
results of operations for the period in which the effect becomes reasonably
estimable.
The Company anticipates that if the plaintiffs in the litigation matter,
which is currently being appealed by the Company, are successful in their
appeal of the damages, it would need to borrow funds under its Revolving
Credit Facility in order to satisfy payment of the additional damages. The
Company believes that its borrowing base is sufficient to allow this
additional borrowing.
The Company's business strategy is to achieve growth both internally
through operations and externally through strategic acquisitions. The
Company from time to time engages in discussions with potential acquisition
candidates. As the size of the Company and its financial resources
increase, however, acquisition opportunities requiring significant
commitments of capital may arise. In order to pursue such opportunities,
the Company may be required to incur debt or issue potentially dilutive
securities in the future. No assurance can be given as to the Company's
future acquisition and expansion opportunities or how such opportunities
will be financed.
The Company does not currently have material commitments for capital
expenditures and does not currently anticipate entering into any such
commitments during the next twelve months. The Company's current
commitments consist primarily of lease obligations for office space. The
Company believes that its capital resources are sufficient to meet its
present obligations and those to be incurred in the normal course of
business for the next twelve months.
At July 2, 2005, the Company had a deferred tax asset totaling $5.0
million, primarily representing the tax effect of the net operating loss
carry forwards, and the litigation reserve. The Company expects to utilize
the deferred tax asset during the twelve months ending March 31, 2006 by
offsetting the related tax benefits of such assets against tax liabilities
incurred from forecasted taxable income.
39
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to market risk for changes in interest rates relates
primarily to the Company's investment portfolio and debt instruments, which
primarily consist of its line of credit. The Company does not have any
derivative financial instruments in its portfolio. The Company places its
investments in instruments that meet high credit quality standards. The Company
is adverse to principal loss and ensures the safety and preservation of its
invested funds by limiting default risk, market risk and reinvestment risk. As
of July 2, 2005, the Company's investments consisted of cash and money market
funds. The Company does not use interest rate derivative instruments to manage
its exposure to interest rate changes. Presently the impact of a 10%
(approximately 56 basis points) increase in interest rates on its variable debt
(using average debt balances during the twenty-six weeks ended July 2, 2005 and
average interest rates) would have a relatively nominal impact on the Company's
results of operations. The Company does not expect any material loss with
respect to its investment portfolio.
ITEM 4. CONTROLS AND PROCEDURES
The Company's management, under the supervision and with the participation of
the Company's Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period
covered by this report. Based upon that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that those disclosure controls and
procedures as of the end of the period covered by this report were functioning
effectively to provide reasonable assurance that the information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms and is accumulated and
communicated to the Company's management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.
A controls system, no matter how well designed and operated, cannot provide
absolute assurance that the objectives of the controls system are met, and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected.
There have been no changes in the Company's internal control over financial
reporting that occurred during the Company's most recent fiscal quarter and that
have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
40
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In late 1998, two shareholders who were formerly officers and directors of the
Company filed suit against the Company alleging wrongful termination of their
employment, failure to make required severance payments, wrongful conduct by the
Company in connection with the grant of stock options, and wrongful conduct by
the Company resulting in the non-vestiture of their option grants. The complaint
also alleged that the Company wrongfully limited the number of shares of the
Company's common stock that could have been sold by the plaintiffs under a
registration rights agreement entered into in connection with the underlying
acquisition transaction pursuant to which the plaintiffs became shareholders of
the Company. The claim under the registration rights agreement sought the
difference between the amount for which plaintiffs could have sold their RCM
shares during the 12-month period ended March 11, 1999, but for the alleged
wrongful limitation on their sales, and the amount for which the plaintiffs sold
their shares during that period and thereafter.
The claim relating to the wrongful termination of the employment of one of the
plaintiffs and the claims of both plaintiffs concerning the grant of stock
options were resolved in binding arbitration in early 2002. A trial on the
remaining claims commenced on December 2, 2002 and a verdict was returned on
January 24, 2003. On the claims by both plaintiffs concerning the alleged
wrongful limitation by the Company of the number of shares that the plaintiffs
could sell during the 12-month period ended March 11, 1999, a verdict awarding
damages of $7.6 million against the Company was returned. On June 23, 2003, the
trial judge denied the Company's post-trial motions that challenged the jury
verdict and upheld the verdict. On August 4, 2003, the trial judge entered a
judgment in favor of the plaintiffs for $7.6 million in damages and awarded
plaintiffs $172,000 in post-verdict pre-judgment interest. Post-judgment
interest will continue to accrue on the damages portion of the judgment at the
rate of 3% per annum in 2005.
The Company has appealed to the Appellate Division of the Superior Court of New
Jersey and obtained a stay pending appeal of, that judgment. In order to secure
the stay, the Company made a cash deposit in lieu of bond of $8.3 million with
the Trust Fund of the Superior Court of New Jersey. This deposit is recorded as
restricted cash on the consolidated balance sheet and earns interest at a rate
that approximates the daily federal funds rate. The plaintiffs have
cross-appealed from the Court's denial of pre-verdict, pre-judgment interest on
the damages portion of the August 4, 2003 judgment and from the Court's refusal
to grant judgment as a matter of law to one of the plaintiffs on his claim for
severance pay in the amount of $240,000, plus interest. The briefing phase of
the appeal was concluded in April 2004 and oral argument was heard on February
15, 2005. The timing of a ruling on the appeal cannot be predicted at this time
but is expected in the third quarter of 2005. Further appellate proceedings are
likely no matter which side prevails in the Appellate Division.
In connection with this litigation, the Company accrued $9.7 million of
litigation charges at December 31, 2002, which included the jury award of $7.6
million, professional fees of $1.1 million and an estimate of $1.0 million for
attorney fees and pre-judgment interest. As of July 2, 2005, the accrued
litigation reserve is $8.3 million.
41
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS (CONTINUED)
In addition, in November 2002 the Company brought suit in the Superior Court of
New Jersey, Law Division, on professional liability claims against the attorneys
and law firms who served as its counsel in the above-described acquisition
transaction and in its subsequent dealings with the plaintiffs concerning their
various relationships with the Company resulting from that transaction. In its
lawsuit against the former counsel, the Company is seeking complete
indemnification with respect to (1) its costs and counsel fees incurred in
defending itself against the claims of the plaintiffs; (2) any sums for which
the Company is ultimately determined to be liable to the plaintiffs; and (3) its
costs and counsel fees incurred in the prosecution of the legal malpractice
action itself. That litigation was temporarily stayed in the Law Division while
the appeal of the underlying action went forward in the Appellate Division of
the Superior Court. On May 16, 2005, the Law Division lifted that stay and
pretrial discovery in the legal malpractice action is now proceeding.
The Company is also subject to other pending legal proceedings and claims that
arise from time to time in the ordinary course of its business, which may or may
not be covered by insurance.
The litigation and other claims previously noted are subject to inherent
uncertainties and management's view of these matters may change in the future.
Were an unfavorable outcome to occur, there exists the possibility of a material
adverse impact on the Company's consolidated financial position and the
consolidated results of operations for the period in which the effect becomes
reasonably estimable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders on June 16, 2005.
The following actions were taken:
1) The following directors were elected to serve as Class C directors on
the Board of Directors, and shall serve terms expiring at the Company's
Annual Meeting in 2008 and until their respective successors shall be
elected and qualified. Tabulated voting results were as follows:
Leon Kopyt (Class C) (For 8,149,441; Withheld 2,727,592)
Stanton Remer (Class C) (For 8,149,383; Withheld 2,727,650)
The Class A director of the Company, Norman Berson will continue to
serve on the Board of Directors for a term expiring at the Company's
Annual Meeting in 2006 and until his successor has been elected and
qualified.
The Class B directors of the Company, Robert B. Kerr and David Gilfor,
will continue to serve on the Board of Directors for a term expiring at
the Company's Annual Meeting in 2007 and until their successors have
been elected and qualified.
2)Approval of Grant Thornton LLP as the independent auditing firm for the
Company for the fiscal year ending December 31, 2005.
Votes For - 10,782,562 Votes Against - 14,035 Abstentions - 80,436
42
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 6. EXHIBITS
10.1 Separation and Release Agreement between RCM Technologies,
Inc. and Brian Delle Donne, dated April 27, 2005.
31.1 Certification of Chief Executive Officer Required by
Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
31.2 Certification of Chief Financial Officer Required by
Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
32.1 Certification of Chief Executive Officer Required by Rule
13a-14(b) of the Securities Exchange Act of 1934, as amended.
(This exhibit shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that
section. Further, this exhibit shall not be deemed to be
incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended.)
32.2 Certification of Chief Financial Officer Required by Rule
13a-14(b) of the Securities Exchange Act of 1934, as amended.
(This exhibit shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that
section. Further, this exhibit shall not be deemed to be
incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended.)
43
RCM TECHNOLOGIES, INC.
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, thereunto duly authorized.
RCM Technologies, Inc.
Date: August 11, 2005 By: /s/ Stanton Remer
-----------------------------
Stanton Remer
Chief Financial Officer,
Treasurer, Secretary and Director
(Principal Financial Officer and
Duly Authorized Officer of the Registrant)
44
Exhibit 31.1
RCM TECHNOLOGIES, INC.
CERTIFICATIONS REQUIRED BY
RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
CERTIFICATION
I, Leon Kopyt, certify that:
1. I have reviewed this quarterly report on Form 10-Q of RCM Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: August 11, 2005 /s/ Leon Kopyt
Leon Kopyt
Chief Executive Officer
45
Exhibit 31.2
RCM TECHNOLOGIES, INC.
CERTIFICATIONS REQUIRED BY
RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
CERTIFICATION
I, Stanton Remer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of RCM Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: August 11, 2005 /s/ Stanton Remer
Stanton Remer
Chief Financial Officer
46
Exhibit 32.1
RCM TECHNOLOGIES, INC.
CERTIFICATIONS REQUIRED BY
RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
I, Leon Kopyt, President and Chief Executive Officer of RCM
Technologies, Inc., a Nevada corporation (the "Company"), hereby certify that,
to my knowledge:
(1) The Company's periodic report on Form 10-Q for the fiscal quarter
ended July 2, 2005 (the "Form 10-Q") fully complies with the requirements of
Section 13(a) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Form 10-Q fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
* * *
/s/ Leon Kopyt
Leon Kopyt
Chief Executive Officer
Date: August 11, 2005
47
Exhibit 32.2
RCM TECHNOLOGIES, INC.
CERTIFICATIONS REQUIRED BY
RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
I, Stanton Remer, Chief Financial Officer of RCM
Technologies, Inc., a Nevada corporation (the "Company"), hereby certify that,
to my knowledge:
(1) The Company's periodic report on Form 10-Q for the fiscal quarter
July 2, 2005 (the "Form 10-Q") fully complies with the requirements of Section
13(a) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Form 10-Q fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
* * *
/s/ Stanton Remer
Stanton Remer
Chief Financial Officer
Date: August 11, 2005
48