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 1, 2006
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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer X
---- ---- -----
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
YES NO X
----- -----
Indicate the number of shares outstanding of the Registrant's class of common
stock, as of the latest practicable date.
Common Stock, $0.05 par value, 11,788,674 shares
outstanding as of August 9, 2006.
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
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Page
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets as of July 1, 2006 (Unaudited)
and December 31, 2005 3
Unaudited Consolidated Statements of Income and Comprehensive Income
for the Twenty-Six Weeks Ended July 1, 2006 and July 2, 2005 5
Unaudited Consolidated Statements of Income and Comprehensive Income
for the Thirteen Weeks Ended July 1, 2006 and July 2, 2005 7
Unaudited Consolidated Statement of Changes in Stockholders'
Equity for the Twenty-Six Weeks Ended July 1, 2006 9
Unaudited Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended
July 1, 2006 and July 2, 2005 10
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 41
Item 6 - Exhibits 42
Signatures 43
2
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
July 1, 2006 and December 31, 2005
ASSETS
July 1, December 31,
-------------- 2005
2006
----------------------------------------------------------------------------------------------------------------
(Unaudited)
Current assets
Cash and cash equivalents $6,921,447 $3,761,063
Accounts receivable, net of allowance for doubtful accounts
of $1,775,000 (July 1, 2006) and $1,792,000
(December 31, 2005), respectively 48,084,120 44,930,276
Restricted cash 8,572,064
Prepaid expenses and other current assets 2,912,256 2,840,700
Deferred tax assets 4,198,630 4,012,340
----------------------------------------------------------------------------------------------------------------
Total current assets 62,116,453 64,116,443
----------------------------------------------------------------------------------------------------------------
Property and equipment, at cost
Equipment and leasehold improvements 9,971,492 10,038,094
Less: accumulated depreciation and amortization 5,336,252 6,017,593
----------------------------------------------------------------------------------------------------------------
4,635,240 4,020,501
----------------------------------------------------------------------------------------------------------------
Other assets
Deposits 193,088 166,814
Goodwill 38,281,836 37,660,320
Intangible assets, net of accumulated amortization
of $548,440 (July 1, 2006) and $405,376
(December 31, 2005), respectively 665,560 808,624
----------------------------------------------------------------------------------------------------------------
39,140,484 38,635,758
----------------------------------------------------------------------------------------------------------------
Total assets $105,892,177 $106,772,702
================================================================================================================
3
The accompanying notes are an integral part of these
financial statements.
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - CONTINUED
July 1, 2006 and December 31, 2005
-------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
July 1, December 31,
2005 2006
----------------------------------------------------------------------------------------------------------------
(Unaudited)
Current liabilities
Line of credit $5,500,000 $3,900,000
Accounts payable and accrued expenses 8,880,869 14,979,127
Accrued compensation 8,480,902 7,087,897
Payroll and withheld taxes 960,425 867,274
Income taxes payable 2,800,958 4,249,779
----------------------------------------------------------------------------------------------------------------
Total current liabilities 26,623,154 31,084,077
----------------------------------------------------------------------------------------------------------------
Stockholders' 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; 11,788,562 and
11,728,261 shares issued and outstanding
at July 1, 2006 and December 31, 2005, respectively 589,428 586,413
Accumulated other comprehensive income 1,053,584 981,772
Additional paid-in capital 101,070,661 100,235,338
Accumulated deficit (23,444,650) (26,114,898)
----------------------------------------------------------------------------------------------------------------
79,269,023 75,688,625
----------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $105,892,177 $106,772,702
================================================================================================================
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 1, 2006 and July 2, 2005
(Unaudited)
-------------------------------------------------------------------------------
2006 2005
------------------------------------------------------------------------ --- -------------- -- --- -------------
Revenues $96,078,710 $90,405,980
Cost of services (1) 71,868,210 69,240,499
------------------------------------------------------------------------ --- -------------- -- --- -------------
Gross profit 24,210,500 21,165,481
------------------------------------------------------------------------ --- -------------- -- --- -------------
Operating costs and expenses
Selling, general and administrative (2) 20,270,785 17,334,833
Depreciation 577,667 527,852
Amortization 143,064
------------------------------------------------------------------------ --- -------------- -- --- -------------
20,991,516 17,862,685
------------------------------------------------------------------------ --- -------------- -- --- -------------
Operating income 3,218,984 3,302,796
------------------------------------------------------------------------ --- -------------- -- --- -------------
Other expenses
Interest expense, net of interest income 129,443 108,039
Loss on foreign currency transactions 10,698 4,373
------------------------------------------------------------------------ --- -------------- -- --- -------------
140,141 112,412
------------------------------------------------------------------------ --- -------------- -- --- -------------
Income before income taxes 3,078,843 3,190,384
Income taxes 408,595 1,189,686
------------------------------------------------------------------------ --- -------------- -- --- -------------
Net income 2,670,248 2,000,698
Other comprehensive income (loss)
Foreign currency translation adjustment 71,812 (69,682 )
------------------------------------------------------------------------ --- -------------- -- --- -------------
Comprehensive income $2,742,060 $1,931,016
======================================================================== === ============== == === =============
(1) Includes stock based compensation expense of $30,441 for the twenty-six weeks ended July 1, 2006.
(2) Includes stock based compensation expense of $562,875 for the twenty-six
weeks ended July 1, 2006.
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 1, 2006 and July 2, 2005
(Unaudited)
-------------------------------------------------------------------------------
2006 2005
-----------------------------------------------------------------------------------------------------------
Basic earnings per share
Basic earnings per share $0.23 $0.18
=================================================================================================================
Weighted average number of common shares outstanding 11,751,757 11,386,107
=================================================================================================================
Diluted earnings per share
Diluted earnings per share $0.22 $0.17
=================================================================================================================
Weighted average number of common and common equivalent shares outstanding
(includes dilutive securities relating to options
of 288,046 and 179,582 in 2006 and 2005, respectively) 12,039,803 11,565,689
=================================================================================================================
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 1, 2006 and July 2, 2005
(Unaudited)
------------------------------------------------------------------------------
2006 2005
------------------------------------------------------------------------ --- -------------- -- --- -------------
Revenues $49,024,924 $46,324,401
Cost of services (1) 36,845,416 35,267,354
------------------------------------------------------------------------ --- -------------- -- --- -------------
Gross profit 12,179,508 11,057,047
------------------------------------------------------------------------ --- -------------- -- --- -------------
Operating costs and expenses
Selling, general and administrative (2) 10,184,763 8,929,147
Depreciation 296,480 267,745
Amortization 71,532
------------------------------------------------------------------------ --- -------------- -- --- -------------
10,552,775 9,196,892
------------------------------------------------------------------------ --- -------------- -- --- -------------
Operating income 1,626,733 1,860,155
------------------------------------------------------------------------ --- -------------- -- --- -------------
Other expenses (income)
Interest expense, net of interest income 64,092 (15,701 )
(Gain) loss on foreign currency transactions (2,408 ) 362
------------------------------------------------------------------------ --- -------------- -- --- -------------
61,684 (15,339 )
------------------------------------------------------------------------ --- -------------- -- --- -------------
Income before income taxes 1,565,049 1,875,494
Income tax (benefit) expense (293,874 ) 707,459
------------------------------------------------------------------------ --- -------------- -- --- -------------
Net income 1,858,923 1,168,035
Other comprehensive income (loss)
Foreign currency translation adjustment 86,759 (60,980 )
------------------------------------------------------------------------ --- -------------- -- --- -------------
Comprehensive income $1,945,682 $1,107,055
======================================================================== === ============== == === =============
(1) Includes stock based compensation expense of $18,323 for the thirteen weeks
ended July 1, 2006.
(2) Includes stock based compensation expense of $270,026 for the thirteen weeks
ended July 1, 2006.
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 1, 2006 and July 2, 2005
(Unaudited)
-------------------------------------------------------------------------------
2006 2005
-----------------------------------------------------------------------------------------------------------------
Basic earnings per share $0.16 $0.10
=================================================================================================================
Weighted average number of common shares outstanding 11,761,688 11,386,544
=================================================================================================================
Diluted earnings per share $0.15 $0.10
=================================================================================================================
Weighted average number of common and common equivalent shares outstanding
(includes dilutive securities relating to options
of 282,685 and 158,505 in 2006 and 2005, respectively) 12,044,373 11,545,049
=================================================================================================================
8
The accompanying notes are an integral part of these
financial statements.
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Twenty-Six Weeks Ended July 1, 2006
(Unaudited)
-------------------------------------------------------------------------------
Accumulated
Other Additional
Common Stock Comprehensive Paid-in Accumulated
Income Capital Deficit Total
--------------------------
Shares Amount
----------------------------------- -------------- ----------- ----------------- ----------------- ---------------- ----------------
Balance, December 31, 2005 11,728,261 $586,413 $981,772 $100,235,338 ($26,114,898) $75,688,625
Issuance of stock under
employee stock purchase plan 15,318 766 64,642 65,408
Exercise of stock options 44,983 2,249 177,365 179,614
Translation adjustment 71,812 71,812
Stock based compensation 593,316 593,316
expense
Net income 2,670,248 2,670,248
----------------------------------- -------------- ----------- ----------------- ----------------- ---------------- ----------------
Balance, July 1, 2006 11,788,562 $589,428 $1,053,584 $101,070,661 ($23,444,650) $79,269,023
=================================== ============== =========== ================= ================= ================ ================
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 1, 2006 and July 2, 2005
(Unaudited)
-------------------------------------------------------------------------------
2006 2005
----------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $2,670,248 $2,000,698
----------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to net provided by in operating
activities, net of effects of acquisition:
Depreciation and amortization 720,731 527,852
Stock-based compensation expense 593,316
Provision for losses on accounts receivable (17,000) (19,000)
Deferred tax assets (186,290)
Changes in assets and liabilities:
Accounts receivable (3,136,844) (2,037,971)
Restricted cash 8,572,064 (148,155)
Prepaid expenses and other current assets (71,556) 316,729
Accounts payable and accrued expenses (6,098,258) (776,132)
Accrued compensation 1,393,005 372,176
Payroll and withheld taxes 93,150 (327,668)
Income taxes payable (1,448,821) 378,083
----------------------------------------------------------------------------------------------------------------
Total adjustments 413,497 (1,714,086)
----------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities $3,083,745 $286,612
----------------------------------------------------------------------------------------------------------------
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 1, 2006 and July 2, 2005
(Unaudited)
------------------------------------------------------------------------------
2006 2005
----------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Property and equipment acquired ($1,192,405) ($391,074)
(Increase) decrease in deposits (26,274) 227
Cash paid for acquisition, net of working capital acquired (621,516)
----------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (1,840,195) (390,847)
----------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Sale of stock for employee stock purchase plan 179,614 80,475
Exercise of stock options 65,408 18,433
Net borrowings on line of credit 1,600,000 1,000,000
----------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 1,845,022 1,098,908
----------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash and cash equivalents 71,812 (69,682)
----------------------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents 3,160,384 924,991
Cash and cash equivalents at beginning of period 3,761,063 2,401,794
----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $6,921,447 $3,326,785
================================================================================================================
Supplemental cash flow information:
Cash paid for:
Interest expense $1,058,714 $163,853
Income taxes $1,629,295 $750,029
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 December 31, 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 1, 2006 are not necessarily
indicative of the results to be expected for the full year.
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 December 31, 2005 was a 52-week reporting year. The
second quarter of 2005, the 2005 fiscal year and the second quarter of 2006
ended on the following dates, respectively:
Period Ending Weeks in Quarter Weeks in Year to Date
--------------------------------- ---- ------------------- --------------
July 2, 2005 Thirteen Twenty-Six
December 31, 2005 Thirteen Fifty-Two
July 1, 2006 Thirteen Twenty-Six
3. Use of Estimates and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America 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. economy, competition, demand for
the Company's services, adverse litigation and claims, and the hiring,
training and retention of key employees.
4. Acquisitions
On April 17, 2006, the Company purchased the operating assets of Techpubs, LLC,
("Techpubs"), a Rhode Island Limited Liability Company via an asset acquisition.
Techpubs is a specialty provider of engineering services. The acquisition has
been accounted for as a purchase transaction in accordance with Statement of
Financial Accounting Standards No. 141 "Business Combinations". Accordingly, the
results of operations of the acquired company have been included in the
consolidated results of operations of the Company from the date of acquisition
and are included in the engineering segment. The Company has not yet completed
the process of identifying and valuing any intangible assets acquired in the
transaction, and as a result the allocation of the purchase price has not been
finalized.
12
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------
4. Acquisitions (Cont'd)
The cash consideration at closing was $600,000 and the deferred
consideration is $300,000.
In connection with certain acquisitions, the Company is obligated to pay
contingent consideration to the selling shareholders upon the acquired
business achieving certain earnings targets over periods ranging from two
to three years. In general, the contingent consideration amounts fall into
two tiers: (a) Tier 1 ("Deferred Consideration") - amounts are due,
provided that the acquisition achieves a base level of earnings which has
been determined at the time of acquisition and (b) Tier 2 ("Earnouts") -
amounts are not fixed and are based on the growth in excess of the base
level earnings. The Deferred Consideration payments are anticipated to be
approximately as follows:
Amount
Year Ending (In thousands)
-------------------------------------- -- ----------------
December 30, 2006 (Six Months) $700
December 29, 2007 800
December 27, 2008 800
January 2, 2010 100
-------------------------------------- -- ----------------
$2,400
====================================== == ================
The Deferred Consideration and Earnouts, when paid, will be recorded as
additional purchase consideration and added to goodwill on the consolidated
balance sheet. Earnouts cannot be estimated with any certainty.
The following results of operations have been prepared assuming all
acquisitions since January 2, 2005 had occurred as of the beginning of the
periods presented. Those results are not necessarily indicative of results
of future operations nor of results that would have occurred had the
acquisitions been consummated as of the beginning of the periods presented.
Thirteen Weeks Ended Twenty-Six Weeks Ended
------------------------------------ ----------------------------------
July 1, July 2, July 1, July 2,
2006 2005 2006 2005
(Proforma) (Proforma) (Proforma) (Proforma)
---------------- -- ---------------- -- -------------- -- ----------------
Revenues $49,064,924 $48,757,304 $96,378,710 $94,293,107
Operating income $1,634,333 $2,237,159 $3,275,984 $3,902,993
Net income $1,859,606 $1,368,239 $2,689,910 $2,310,360
Earnings per share $0.15 $0.12 $0.22 $0.20
5. New Accounting Standards
In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes." The
interpretation clarifies the accounting for uncertainty in income taxes
recognized in a company's financial statements in accordance with Statement
of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income
Taxes." Specifically, the pronouncement prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax
return.
13
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------
5. New Accounting Standards (Continued)
The interpretation also provides guidance on the related derecognition,
classification, interest and penalties, accounting for interim periods,
disclosure and transition of uncertain tax positions. The interpretation is
effective for fiscal years beginning after December 15, 2006. The Company
is evaluating the impact of this new pronouncement on its consolidated
financial statements.
SFAS No. 123R "Share-Based Payment" ("SFAS 123R"), which the Company has
adopted effective as of January 1, 2006, requires all share-based payments
to employees, including grants of employee stock options, to be recognized
as an expense in the Consolidated Statements of Operations based on their
fair values as they are earned by the employees under the vesting terms.
Pro forma disclosure of stock-based compensation expense, as was the
Company's practice under SFAS 123, is not permitted after 2005, since SFAS
123R must be adopted no later than the first interim or annual period
beginning after December 15, 2005. The Company followed the "modified
prospective" method of adoption of SFAS 123R beginning in fiscal 2006,
whereby earnings for prior periods are not to be restated as though stock
based compensation had been expensed.
In May 2005, the FASB issued SFAS No. 154 "Accounting Changes and Error
Corrections--A Replacement of APB Opinion No. 20 and FASB Statement No. 3"
("SFAS 154"). SFAS 154 requires retrospective application to prior periods'
financial statements for changes in accounting principle, unless it is
impractical 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. The Company has adopted the provision of SFAS 154,
as applicable, beginning in fiscal 2006.
6. Line of Credit
The Company and its subsidiaries are party to a loan agreement 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 2011. The weighted average
interest rates under the Revolving Credit Facility for the twenty-six
weeks ended July 1, 2006 and July 2, 2005 were 8.3% and 5.6%, respectively.
The amounts outstanding under the Revolving Credit Facility at July 1,
2006 and December 31, 2005 were $5.5 million and $3.9 million,
respectively. At July 1, 2006, the Company had availability for additional
borrowing under the Revolving Credit Facility of $19.4 million.
14
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
7. Interest Expense, Net
Interest expense, net consisted of the following:
Twenty-Six Twenty-Six Thirteen Weeks Thirteen Weeks
Weeks Ended Weeks Ended Ended Ended
July 1, 2006 July 2, 2005 July 1, 2006 July 2, 2005
----------------------------------------------------------------------------------------------
Interest expense $349,618 $283,519 $180,881 $155,259
Interest income (220,175) (175,480 (116,789) (170,960)
----------------------------------------------------------------------------------------------
$129,443 $108,039 $64,092 ($15,701)
==============================================================================================
8. Goodwill and Intangibles
SFAS No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142"), requires
the Company to perform a goodwill impairment test on at least an annual
basis. Application of the goodwill impairment test requires significant
judgments including estimation of future cash flows, which is dependent on
internal forecasts, estimation of the long-term rate of growth for the
businesses, the useful life over which cash flows will occur, and
determination of our weighted average cost of capital. Changes in these
estimates and assumptions could materially affect the determination of fair
value and/or conclusions on goodwill impairment for each reporting unit.
The Company conducts its annual goodwill impairment test as of November 30.
The Company compares the fair value of each of its reporting units to their
respective carrying values, including related goodwill. Future changes in
the industry could impact the market multiples of comparable businesses,
and consequently could impact the results of future annual impairment
tests. There were no events during the twenty-six weeks ended July 1, 2006
that have indicated a need to perform the impairment test prior to the
Company's annual test date.
The changes in the carrying amount of goodwill for the twenty six weeks
ended July 1, 2006 are as follows (in thousands):
Information
Technology Engineering Commercial Total
---- --------------------------------- -- -------------- -- ------------- -- ------------- --- ------------
Balance as of December 31, 2005 $30,132 $7,528 $37,660
Goodwill acquired during the
period 622 622
---- --------------------------------- -- -------------- -- ------------- -- ------------- --- ------------
Balance as of July 1, 2006 $30,132 $8,150 $38,282
====================================== == ============== == ============= == ============= === ============
9. Accounts Payable
Accounts payable and accrued expenses consisted of the following at July 1,
2006 and December 31, 2005:
July 1, December 31,
2006 2005
-------------------------------------------------------------------------------------
Accounts payable - trade $8,487,974 $5,649,920
Due to sellers 392,895 794,894
Reserve for litigation 8,534,313
-------------------------------------------------------------------------------------
Total $8,880,869 $14,979,127
=====================================================================================
15
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
10. Stockholders' Equity
Common Stock Reserved
Shares of unissued common stock were reserved for the following purposes:
July 1, December 31,
2006 2005
--------------------------------------------------------------------------------------
Exercise of options outstanding 1,872,500 1,935,483
Future grants of options 16,306 36,486
--------------------------------------------------------------------------------------
Total 1,888,806 1,971,969
======================================================================================
11. Stock - Based Compensation
Effective with the fiscal year ending December 30, 2006, the Company
follows SFAS 123R. SFAS 123R requires that the compensation cost relating
to share-based payment transactions be recognized in financial statements.
That cost is measured based on the fair value of the equity or liability
instruments issued.
SFAS 123R covers a wide range of share-based compensation arrangements
including share options, restricted share plans, performance-based awards,
share appreciation rights, and employee share purchase plans.
In addition to the accounting standard that sets forth the financial
reporting objectives and related accounting principles, SFAS 123R includes
an appendix of implementation guidance that provides expanded guidance on
measuring the fair value of share-based payment awards.
SFAS 123R replaces SFAS 123, Accounting for Stock-Based Compensation ("SFAS
123"), and supersedes Accounting Principles Board ("APB") Opinion No. 25,
Accounting for Stock Issued to Employees ("APB No. 25"). SFAS 123, as
originally issued in 1995, established as preferable a fair-value-based
method of accounting for share-based payment transactions with employees.
However, SFAS 123 permitted entities the option of continuing to apply the
guidance in APB No. 25 as long as the footnotes to financial statements
disclosed what net income would have been had the preferable
fair-value-based method been used. The impact of SFAS 123R, if it had been
in effect, on the net earnings and related per share amounts of our fiscal
years ended in December 31, 2005, January 1, 2005 and December 27, 2003
were disclosed in Note 1 Summary of Significant Accounting Policies -
Stock-Based Compensation of our Financial Statements included in our Form
10-K for the fiscal year ended December 31, 2005.
Since the Company adopted SFAS 123R using the
modified-prospective-transition-method, prior periods have not been
restated. Under this method, we are required to record compensation expense
for all awards granted after the date of adoption and for the unvested
portion of previously granted awards that remain outstanding as of the
beginning of the period of adoption. We measured share-based compensation
cost using the Black-Scholes option pricing model.
16
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
11. Stock - Based Compensation (Continued)
At July 1, 2006, the Company has four share-based employee compensation
plans. Share-based compensation of $593,316, or $0.05 per share, was
recognized for the twenty-six weeks ended July 1, 2006. The Company
anticipates that share-based compensation will not exceed $930,000 or
approximately $0.08 per share for the year ending December 30, 2006.
Reported net income, adjusting for share-based compensation that would have
been recognized for the thirteen weeks and twenty-six weeks ended July 2,
2005 if SFAS 123R had been followed, is (in thousands, except per share
amounts):
July 2, 2005
-------------------------------------
Thirteen Twenty-Six
Weeks Ended Weeks Ended
---------------------------------------- ------------------ ----------------
Net income, as reported $1,168 $2,001
Less: stock-based compensation costs
determined under fair value based
method for all awards 75 128
---------------------------------------- ------------------ ----------------
Adjusted net income $1,093 $1,873
================== ================
Earnings per share of common stock-basic:
As reported $0.10 $0.18
Share-based compensation costs 0.02
Adjusted net income $0.10 $0.16
Earnings per share of common stock-diluted:
As reported $0.10 $0.17
Share-based compensation costs 0.01 0.01
Adjusted net income $0.09 $0.16
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes options-pricing model. There were options to purchase
10,000 shares of common stock granted during the twenty-six weeks ended
July 1, 2006, all of which were granted in the thirteen weeks ended July 1,
2006. The share-based compensation expense attributable to the 10,000
options was $1,700 for twenty-six weeks and thirteen weeks ended
July 1, 2006.
Expected volatility is based on the historical volatility of the price of
our common shares since January 2, 2001. We use historical information to
estimate expected life and forfeitures within the valuation model. The
expected term of awards represents the period of time that options granted
are expected to be outstanding. The risk-free rate for periods within the
expected life of the option is based on the U.S. Treasury yield curve in
effect at the time of grant. Compensation cost is recognized using a
straight-line method over the vesting or service period and is net of
estimated forfeitures.
As of July 1, 2006, we have approximately, $1.0 million of total
unrecognized compensation cost related to non-vested awards granted under
our various share-based plans, which we expect to recognize over a
weighted-average period of 2.1 years. These amounts do not include the cost
of any additional options that may be granted in future periods nor any
changes in the Company's forfeiture rate.
We received cash from options exercised during the first twenty-six weeks
of fiscal years 2006 and 2005 of $179,614 and $18,433, respectively. The
impact of these cash receipts is included in financing activities in the
accompanying consolidated statements of cash flows.
17
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
11. Stock - Based Compensation (Continued)
Incentive Stock Option Plans
1992 Incentive Stock Option Plan (the 1992 Plan)
The 1992 Plan, approved by the Company's stockholders in July 1992, and
amended in July 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 1, 2006, options to purchase 83,455 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 July 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 1, 2006, 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 in August 1996 and
amended in July 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
1, 2006, options to purchase 1,105,045 shares of common stock were
outstanding.
2000 Employee Stock Incentive Plan (the 2000 Plan)
The 2000 Plan, approved by the Company's stockholders in April 2001,
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. 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 1, 2006,
options to purchase 16,306 shares of common stock were available for future
grants, and options to purchase 614,000 shares of common stock were
outstanding.
18
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------
11. Stock - Based Compensation (Continued)
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 1, 2006, there were 15,318 shares
issued under the Purchase Plan for net proceeds of $65,408. As of July 1,
2006, there were 243,640 shares available for issuance under the Purchase
Plan. The share based compensation expense attributable to the 15,318
shares issued was $11,489 for the twenty-six weeks and thirteen weeks
ended July 1, 2006.
12. Income Taxes
As of December 31, 2002, the Company had accrued approximately $2.5 million
for income tax liabilities, which related to the potential repayment of tax
benefits associated with tax deductions taken as a result of goodwill
impairments. On June 8, 2006, the goodwill impairment deductions of
approximately $13.5 million were disallowed by the Internal Revenue Service
as a deduction in the December 31, 2002 income tax return. Based upon the
methodology applied by the Internal Revenue Service, these deductions are
best substantiated by facts and circumstances arising during 2005 and thus
such deductions are included in the December 31, 2005 federal income tax
return. This reclassification of the deduction from the year ended December
31, 2002 to the year ended December 31, 2005 results in the reversal of the
income tax accrual of approximately $1.0 million, ($.08 diluted earnings
per share) the impact of which is included in the statement of income for
the twenty-six weeks ended July 1, 2006. The remaining income tax accrual
of $1.5 million has been reserved for estimated unbilled interest and
estimated disallowed tax net operating loss deductions.
19
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------
13. Segment Information
The Company follows SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"), which establishes
standards for companies to report information about operating segments,
geographic areas and major customers. SFAS 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 1, 2006 Technology Engineering Commercial Corporate Total
------------------------------ - --------------- - -------------- --- -------------- ------------- - -------------
Revenue $48,887 $25,085 $22,107 $96,079
Operating expenses (1) (2) 46,112 24,957 21,070 92,139
------------------------------ - --------------- - -------------- --- -------------- ------------- - -------------
EBITDA ((4)) 2,775 128 1,037 3,940
Depreciation 258 233 87 578
Amortization of intangibles 143 143
------------------------------ - --------------- - -------------- --- -------------- ------------- - -------------
Operating income 2,374 (105 ) 950 3,219
Interest expense, net of
interest income 66 34 29 129
Loss on foreign currency
transactions 11 11
Income taxes (benefit) 307 (20 ) 122 409
------------------------------ - --------------- - -------------- --- -------------- ------------- - -------------
Net income (loss) $2,001 ($130 ) $799 $2,670
============================== = =============== = ============== === ============== ============= = =============
Total assets $54,351 $21,631 $12,816 $17,094 $105,892
Capital expenditures $146 $890 $156 $1,192
20
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------
13. Segment Information (Continued)
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 (4) 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
21
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------
13. Segment Information (Continued)
Thirteen Weeks Ended Information
July 1, 2006 Technology Engineering Commercial Corporate Total
---------------------------------------------------------------------------------------------------------------------
Revenue $24,185 $13,700 $11,140 $49,025
Operating expenses (1) (3) 22,812 13,549 10,669 47,030
---------------------------------------------------------------------------------------------------------------------
EBITDA (4) 1,373 151 471 1,995
Depreciation 128 125 44 297
Amortization of intangibles 71 71
---------------------------------------------------------------------------------------------------------------------
Operating income 1,174 26 427 1,627
Interest expense, net of
interest income 32 18 14 64
Gain on foreign currency
transactions (2 ) (2 )
Income taxes (benefit) (214 ) (2 ) (78 ) (294 )
---------------------------------------------------------------------------------------------------------------------
Net income $1,356 $12 $491 $1,859
=====================================================================================================================
Total assets $54,351 $21,631 $12,816 $17,094 $105,892
Capital expenditures $51 $380 $431
22
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
13. 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 (4) 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
(1) Operating expenses exclude depreciation and amortization.
(2) Operating expenses include $593,316 of stock based compensation expense
for the twenty six weeks ended July 1, 2006.
(3) Operating expenses include $288,349 of stock based compensation expense
for the thirteen weeks ended July 1, 2006.
(4) EBITDA means earnings before interest, 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 and
unusual 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.
23
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------
13. Segment Information (Continued)
Revenues reported for each operating segment are from external customers.
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 1, 2006 and July 2, 2005 are
as follows (in thousands):
Twenty-Six Weeks Ended
--------------------------------------------------------------------------
July 1, July 2,
2006 2005
-----------------------------------------------------------------------------------
Revenues
U. S. $90,960 $82,582
Canada 5,119 7,824
-----------------------------------------------------------------------------------
$96,079 $90,406
===================================================================================
Fixed Assets
U. S. $4,524 $4,079
Canada 111 204
-----------------------------------------------------------------------------------
$4,635 $4,283
===================================================================================
Revenues by geographic area for the thirteen weeks ended July 1, 2006 and
July 2, 2005 are as follows (in thousands):
Thirteen Weeks Ended
-----------------------------------------------------------------------------------
July 1, July 2,
2006 2005
-----------------------------------------------------------------------------------
Revenues
U. S. $46,058 $42,353
Canada 2,967 3,971
-----------------------------------------------------------------------------------
$49,025 $46,324
===================================================================================
24
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------
14. 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 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. The Company
unsuccessfully appealed that judgment to the New Jersey appellate courts.
On May 11, 2006, the Supreme Court of New Jersey turned down the Company's
final appeal. The plaintiffs were paid $8,622,458 from a cash deposit in
lieu of an appeal bond that the Company had previously made with the court.
The judgment has now been satisfied and cancelled of record. The payment of
the funds did not effect the financial position of the Company as of July
1, 2006.
In November 2002 the Company brought suit in the Superior Court of New
Jersey, Law Division, Bergen County, 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. On September 14,
2005, as a consequence of certain procedural constraints imposed by the
court, the Company and the various attorney and law firm defendants agreed
to the dismissal of the action in Bergen County and the filing of a new
action against the same defendants in the Superior Court of New Jersey, Law
Division, Morris County. The complaint in the new action, in which the
Company has asserted certain additional claims against the defendants, was
filed on October 24, 2005. Discovery proceedings in the new action are
continuing and efforts to reach a mediated resolution are also being
pursued. A trial in the malpractice action will likely be scheduled for
early 2007.
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.
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 RCM Technologies, Inc. ("RCM" or 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; and the outcome of litigation (at both the trial and appellate
levels) involving the Company. 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 from such statements. 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) adverse effects on the market
price of the Company's common stock due to the potential resale into the market
of significant amounts of common stock; (vii) the adverse effect a potential
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 market 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.
During the latter portion of the 1990s RCM made significant personnel and
infrastructure investments to support a high-growth strategy through
broad-based market penetration and acquisitions. The dramatic slowdown in the
United States economy, which began during 2000, prompted management to
reconsider its strategy. In that regard, the Company initiated reductions in
its staff personnel and office requirements in response to the decrease in
sales volume in the year 2001. Since that time, management has continued to
monitor its operating cost structure in order to maintain a cost benefit
relationship with revenues. In addition, there has been an ongoing focus on
working capital management and cash flows. 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 and in
service offerings providing greater revenue opportunities.
The Company believes that most companies have recognized the importance of
the Internet and information management technologies to compete in today's
business climate. However, the uncertain economic environment has curtailed
many companies' motivation for rapid adoption of 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 had the effect of delaying or
totally negating spending by clients and potential clients on many emerging
new solutions, which management formerly had anticipated.
Nonetheless, the Company continues to believe that 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 to continually 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 are provided.
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 the allocation of the purchase price of an
acquisition, which has been assigned to covenants not to compete, and
customer lists. Acquisitions have been accounted for under SFAS No. 141
"Business Combinations," and have created goodwill.
Critical Accounting Policies
The consolidated 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 consulting/staffing services. The Company's Engineering
Services and Information Technology Services segments also perform project
services. All of the Company's segments derive revenue from permanent
placement fees.
Project Services - The Company recognizes revenues in accordance with the
Securities and Exchange Commission, Staff Accounting Bulletin ("SAB") No.
104, "Revenue Recognition" ("SAB 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)
Consulting/Staffing Services - Revenues derived from consulting/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
Goodwill represents the excess of the cost of businesses acquired over the
fair market value of identifiable assets. In accordance with SFAS 142,
"Goodwill and Other Intangible Assets," the Company performs its annual
goodwill impairment testing, by reportable segment, in the fourth quarter, or
more frequently if events or changes in circumstances indicate that goodwill
may be impaired. Application of the goodwill impairment test requires
significant judgments including estimation of future cash flows, which is
dependent on internal forecasts, estimation of the long-term rate of growth
for the businesses, the useful life over which cash flows will occur, and
determination of our weighted average cost of capital. Changes in these
estimates and assumptions could materially affect the determination of fair
value and/or conclusions on goodwill impairment for each reporting unit. The
Company conducted its annual goodwill impairment test for 2005 as of November
30, 2005 and identified no impairments. Goodwill at July 1, 2006 and December
31, 2005 was $38,282,000 and $37,660,000, respectively.
Long-Lived Assets
The Company evaluates long-lived assets and intangible assets with definite
lives for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. When it is
probable that undiscounted future cash flows will not be sufficient to
recover an asset's carrying amount, the asset is written down to its fair
value. Assets to be disposed of by sale, if any, are reported at the lower of
the carrying amount or fair value less cost to sell.
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 in the United
States had allowed alternative methods of accounting for these awards. The
Company had chosen to account for its stock plans (including stock option
plans) under APB 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 Consolidated Statement of Income for periods ended prior to
January 1, 2006.
SFAS 123R replaces SFAS 123 and supersedes APB No. 25. SFAS 123, as
originally issued in 1995, established as preferable a fair-value-based
method of accounting for share-based payment transactions with employees.
However, SFAS 123 permitted entities the option of continuing to apply the
guidance in APB 25 as long as the footnotes to financial statements disclosed
what net income would have been had the preferable fair-value-based method
been used. The impact of SFAS 123R, if it had been in effect, on the net
earnings and related per share amounts of our fiscal years ended in December
31, 2005, January 1, 2005 and December 27, 2003 were disclosed in Note 1
Summary of Significant Accounting Policies - Stock-Based Compensation of our
Financial Statements included in our Form 10-K for the fiscal year ended
December 31, 2005.
Since the Company adopted SFAS 123R, effective January 1, 2006 using the
modified-prospective-transition-method, prior periods have not been restated.
Under this method, the Company is required to record compensation expense for
all awards granted after the date of adoption and for the unvested portion of
previously granted awards that remain outstanding as of the beginning of the
period of adoption. The Company measured share-based compensation cost using
the Black-Scholes option pricing model.
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 1, 2006,
the Company had total net deferred tax assets of $4.2 million, primarily
representing the tax effect of a tax net operating loss carryfoward.
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.
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.
economy 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 1, 2006 Compared to Twenty-Six Weeks
Ended July 2, 2005
A summary of operating results for the fiscal periods ended July 1, 2006 and
July 2, 2005 is as follows (in thousands, except for earnings per share data):
July 1, 2006 July 2, 2005
--------------------------------------------------------------------------------------------------------------
% of % of
Amount Revenue Amount Revenue
--------------------------------------------------------------------------------------------------------------
Revenues $96,079 100.0 $90,406 100.0
Cost of services 71,868 74.8 69,240 76.6
--------------------------------------------------------------------------------------------------------------
Gross profit 24,211 25.2 21,166 23.4
--------------------------------------------------------------------------------------------------------------
Selling, general and administrative 20,271 21.1 17,335 19.2
Depreciation and amortization 721 .8 528 .5
--------------------------------------------------------------------------------------------------------------
20,992 21.9 17,863 19.7
--------------------------------------------------------------------------------------------------------------
Operating income 3,219 3.3 3,303 3.7
Other (expense) income 140 .1 (112 ) .2
--------------------------------------------------------------------------------------------------------------
Income before income taxes 3,079 3.2 3,191 3.5
Income taxes 409 .4 1,190 1.3
--------------------------------------------------------------------------------------------------------------
Net income $2,670 2.8 $2,001 2.2
==============================================================================================================
Earnings per share
Basic: $.23 $.18
Diluted: $.22 $.17
==============================================================================================================
The above summary is not a presentation of results of operations under generally
accepted accounting principles in the United States of America 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 year to
date reporting periods ended July 1, 2006 and July 2, 2005 consisted of
twenty-six weeks each.
Revenues. Revenues increased 6.3%, or $5.7 million, for the twenty-six weeks
ended July 1, 2006 as compared to the same period in the prior year (the
"comparable prior year period"). Revenues decreased $662,000 in the Information
Technology ("IT") segment, increased $944,000 in the Engineering segment, and
increased $5.4 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 2006 to remain generally consistent on a prorated basis with the revenues
for the twenty-six weeks ended July 1, 2006.
32
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
------------------------------------------------------------------------------
Twenty-Six Weeks Ended July 1, 2006 Compared to Twenty-Six Weeks
Ended July 2, 2005 (Continued)
Cost of Services. Cost of services increased 3.7%, or $2.6 million, for the
twenty-six weeks ended July 1, 2006 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 74.8% for the twenty-six weeks
ended July 1, 2006 from 76.6% for the comparable prior year period. This
decrease was primarily attributable to increased revenues in the engineering
segment which had higher gross margins as well as improved gross margins in the
Commercial segment. Management anticipates the ratio of cost of sales to
revenues for the remainder of fiscal 2006 to remain comparable to the twenty six
weeks ended July 1, 2006.
Selling, General and Administrative. Selling, general and administrative ("SGA")
expenses increased 16.9%, or $2.9 million, for the twenty-six weeks ended July
1, 2006 as compared to the comparable prior year period. As a percentage of
revenues, SGA expenses were 21.1% for the twenty-six weeks ended July 1, 2006 as
compared to 19.2% for the comparable prior year period. This increase was
primarily attributable to increased sales costs on higher revenues as well as
additional administrative costs incurred from two acquisitions since July 1,
2005. Management reasonably expects SGA expenses for the remainder of fiscal
2006 to remain consistent with the SGA expenses for the twenty-six weeks ended
July 1, 2006.
Depreciation and Amortization. Depreciation and amortization ("DA") increased
36.6%, or $193,000, for the twenty-six weeks ended July 1, 2006 as compared to
the comparable prior year period. This increase was attributable to the
amortization of intangible assets in the amount of $143,000 incurred subsequent
to July 1, 2005.
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 1, 2006, actual interest expense of $350,000 was offset by
$220,000 of interest income, which was principally earned from restricted cash
and short-term money market deposits. Interest expense, net increased $65,400
for the twenty-six weeks ended July 1, 2006 as compared to the comparable prior
year period. This increase was primarily due to increased borrowing requirements
as well as an increase in weighted average interest rates on borrowed funds.
Losses on foreign currency transactions increased $6,300 in the twenty-six weeks
ended July 1, 2006 as compared to the comparable prior year period. This modest
increase was attributable to the increase in the number of foreign currency
transactions.
Income Tax. Income tax expense decreased 65.6%, or $781,000, for the twenty-six
weeks ended July 1, 2006 as compared to the comparable prior year period. This
decrease was attributable to a reversal of $1.0 million ($.08 diluted earnings
per share) of previously accrued income taxes. (See footnote 12 to the
consolidated financial statements). The effective tax rate before the reversal
was 45.8% for the twenty-six weeks ended July 1, 2006 as compared to 37.3% for
the comparable prior year period. The increase in effective tax rate was
attributable to the increased amount of non-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 1, 2006 Compared to Twenty-Six Weeks
Ended July 2, 2005 - (Continued)
Segment Discussion (See Footnote 13)
Information Technology
IT revenues of $48.9 million in 2006 decreased $662,000, or 1.3%, compared to
2005. The decrease was principally attributable to a decrease in demand for IT
services. The IT segment EBITDA was $2.8 million, or 70.4% of the overall EBITDA
for 2006, as compared to $3.0 million, or 79.0% of the overall EBITDA, for 2005.
Engineering
Engineering revenues of $25.1 million in 2006 increased $944,000, or 3.9%,
compared to 2005. The increase in revenue was attributable to the strengthening
of demand for the Company's engineering services. The Engineering segment EBITDA
was $128,000, or 3.2% of the overall EBITDA for 2006, as compared to $114,000,
or 3.0% of the overall EBITDA for 2005.
Commercial
Commercial revenues of $22.1 million in 2006 increased $5.3 million, or 32.3%
compared to 2005. The increase in revenues for the Commercial segment was
attributable to improvement in economic demand within this segment. The
Commercial segment EBITDA was $1.0 million, or 26.4% of the overall EBITDA, as
compared to $689,000, or 18.0% of the overall EBITDA for 2005.
34
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
------------------------------------------------------------------------------
Thirteen Weeks Ended July 1, 2006 Compared to Thirteen Weeks Ended July 2, 2005
A summary of operating results for the fiscal periods ended July 1, 2006 and
July 2, 2005 is as follows (in thousands, except for earnings per share data):
July 1, 2006 July 2, 2005
--------------------------------------------------------------------------------------------------------------
% of % of
Amount Revenue Amount Revenue
--------------------------------------------------------------------------------------------------------------
Revenues $49,025 100.0 $46,324 100.0
Cost of services 36,845 75.2 35,267 76.1
--------------------------------------------------------------------------------------------------------------
Gross profit 12,180 24.8 11,057 23.9
--------------------------------------------------------------------------------------------------------------
Selling, general and administrative 10,185 20.8 8,929 19.3
Depreciation and amortization 368 .7 268 .6
--------------------------------------------------------------------------------------------------------------
10,553 21.5 9,197 19.9
--------------------------------------------------------------------------------------------------------------
Operating income 1,627 3.3 1,860 4.0
Other income (expense) 62 .1 15
--------------------------------------------------------------------------------------------------------------
Income before income taxes 1,565 3.2 1,875 4.0
Income taxes (294 ) (.6 ) 707 1.5
--------------------------------------------------------------------------------------------------------------
Net income $1,859 3.8 $1,168 2.5
==============================================================================================================
Earnings per share
Basic: $.16 $.10
Diluted: $.15 $.10
==============================================================================================================
The above summary is not a presentation of results of operations under generally
accepted accounting principles in the United States of America 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 second
quarter reporting periods ended July 1, 2006 and July 2, 2005 consisted of
thirteen weeks each.
Revenues. Revenues increased 5.8%, or $2.7 million, for the thirteen weeks ended
July 1, 2006 as compared to the same period in the prior year (the "comparable
prior year period"). The revenue decreased $713,000 in the IT segment, increased
$1.3 million in the Engineering segment and increased $2.1 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 each of the remaining two fiscal quarters to remain
generally consistent with the thirteen weeks ended July 1, 2006.
35
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
-----------------------------------------------------------------------------
Thirteen Weeks Ended July 1, 2006 Compared to Thirteen Weeks
Ended July 2, 2005 - (Continued)
Cost of Services. Cost of services increased 4.5%, or $1.6 million, for the
thirteen weeks ended July 1, 2006 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 75.2% for the thirteen weeks
ended July 1, 2006 from 76.1% 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 2006 to decrease as compared to
the thirteen weeks ended July 2, 2005, which is consistent with historical
performance.
Selling, General and Administrative. SGA expenses increased 14.1%, or $1.3
million, for the thirteen weeks ended July 1, 2006 as compared to the comparable
prior year period. As a percentage of revenues, SGA expenses were 20.8% for the
thirteen weeks ended July 1, 2006 as compared to 19.3% for the comparable prior
year period. This increase was primarily attributable to increased sales costs
on higher revenues as well as additional administrative costs incurred from two
acquisitions since July 1, 2005. Management reasonably expects SGA expenses for
the remainder of fiscal 2006 to remain consistent with the SGA expenses for the
thirteen weeks ended July 1, 2006.
Depreciation and Amortization. DA increased 37.3%, or $100,000, for the thirteen
weeks ended July 1, 2006 as compared to the comparable prior year period. This
increase was attributable to the amortization of intangible assets in the amount
of $72,000 incurred subsequent to July 1, 2005.
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 1, 2006, actual interest expense of $181,000 was offset by
$117,000 of interest income, which was principally earned from restricted cash
and short-term money market deposits. Interest expense, net increased $80,000
for the thirteen weeks ended July 1, 2006 as compared to the comparable prior
year period. This increase was primarily due to increased borrowing requirements
as well as an increase in weighted average interest rates on borrowed funds.
Gains on foreign currency transactions increased $2,800 in the thirteen weeks
ended July 1, 2006 as compared to the comparable prior year period.
Income Tax. Income tax expense decreased 141.6%, or $1.0 million, for the
thirteen weeks ended July 1, 2006 as compared to the comparable prior year
period. This decrease was attributable to a reversal of $1.0 million ($.08
diluted earnings per share) of previously accrued income taxes. (See footnote 12
to the financial statements). The effective tax rate before the reversal was
45.1% for the thirteen weeks ended July 1, 2006 as compared to 37.7% for the
comparable prior year period. The increase in effective tax rate was
attributable to the increased amount of non-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 1, 2006 Compared to Thirteen Weeks
Ended July 2, 2005 - (Continued)
Segment Discussion (See Footnote 13)
Information Technology
IT revenues of $24.2 million in 2006 decreased $713,000, or 2.9%, compared to
2005. This decrease is attributable to a decrease in demand for IT services. The
IT segment EBITDA was $1.4 million, or 68.8% of the overall EBITDA, for 2006 as
compared to $1.5 million, or 71.6% of the overall EBITDA, for 2005.
Engineering
Engineering revenues of $13.7 million in 2006 increased $1.3 million, or 10.7%,
compared to 2005. The increase in revenue was attributable to the strengthening
of demand for the Company's engineering services. The Engineering segment EBITDA
was $151,000, or 7.6% of the overall EBITDA for 2006 as compared to $190,000, or
8.9% of the overall EBITDA for 2005.
Commercial
Commercial revenues of $11.1 million in 2006 increased $2.1 million, or 23.3%
compared to 2005. The increase in revenue was attributable to improvement in
economic activity within this segment. The Commercial segment EBITDA was
$471,000, or 23.6% of the overall EBITDA, as compared to $414,000, or 19.5% of
the overall EBITDA for 2005.
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 Weeks Ended
-----------------------------------------
July 1, 2006 July 2, 2005
------------------ -- -------------------
(In thousands)
-----------------------------------------
Operating Activities $3,084 $287
Investing Activities ($1,840 ) ($391)
Financing Activities $1,845 $1,099
Operating Activities
Operating activities provided $3.1 million of cash for the twenty-six weeks
ended July 1, 2006 as compared to $287,000 for the comparable 2005 period. The
increase in cash provided by operating activities was primarily attributable to
increased earnings, an increase in accrued compensation, an increase in payroll
and withheld taxes and a decrease in restricted cash, which was offset by an
increase in accounts receivable, an increase in prepaid expenses and other
current assets, a increase in deferred tax assets, a decrease in accounts
payable and accrued expenses, and a decrease in income taxes payable. 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 2006. The Company continues to institute enhanced controls
and standardization over its receivables collection and disbursement processes.
Investing Activities
Investing activities used $1.8 million for the twenty-six weeks ended July 1,
2006 as compared to $391,000 for the comparable 2005 period. The increase in the
use of cash for investing activities for 2006 as compared to the comparable 2005
period was primarily attributable to an increase in expenditures for property
and equipment and cash used for acquisitions.
Financing Activities
Financing activities principally consisted of borrowing $1.6 million of debt in
2006 as compared to financing activities borrowing $1.0 million of debt for the
comparable 2005 period.
The Company and its subsidiaries are party to a loan agreement 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 2011. The weighted average
interest rates under the Revolving Credit Facility for the twenty-six weeks
ended July 1, 2006 and July 2, 2005 were 8.3% and 5.6%, respectively. The
amounts outstanding under the Revolving Credit Facility at July 1, 2006 and
December 31, 2005 were $5.5 million and $3.9 million, respectively. At July 1,
2006, the Company had availability for additional borrowing under the Revolving
Credit Facility of $19.4 million.
The Company anticipates that its primary uses of capital in future periods will
be for working capital purposes. Funding for any long-term 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 subject to 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. 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'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 1, 2006, the Company had a deferred tax asset totaling $4.2 million,
primarily representing the tax effect of a tax net operating loss carryfoward.
The Company expects to utilize the deferred tax asset during the twelve months
ending June 30, 2007 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 1, 2006, 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 80 basis points) increase in interest rates on its variable debt
(using average debt balances during the twenty-six weeks ended July 1, 2006 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 information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act is 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
See discussion of Legal Proceedings in Note 14 to the consolidated financial
statements included in Item 1 of this report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders on June 15, 2006.
The following actions were taken:
1) The following director was elected to serve as Class A director on the
Board of Directors, and shall serve a term expiring at the Company's
Annual Meeting in 2009 and until his respective successor shall be
elected and qualified. Tabulated voting results were as follows:
Norman S. Berson (Class A) (For 9,792,466; Withheld 1,660,291)
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.
The Class C directors of the Company, Leon Kopyt and Stanton Remer,
will continue to serve on the Board of Directors for a term expiring at
the Company's Annual Meeting in 2008 and until their successors have
been elected and qualified.
2) Approval of the company's 2006 Omnibus Equity Compensation Plan.
Votes For - 2,724,777 Votes Against - 5,939,847 Abstentions - 373,321
3) Approval of Grant Thornton LLP as the independent auditing firm
for the Company for the fiscal year ending December 30, 2006.
Votes For - 11,000,838 Votes Against - 440,439 Abstentions -11,480
41
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 6. EXHIBITS
------------------------------------------------------------------------------
10)(a) Fifth Amendment and Modification to Amended and Restated
Loan and Security Agreement dated August 7, 2006, between
RCM Technologies, Inc. and all of its Subsidiaries and
Citizens Bank of Pennsylvania as Administrative Agent and
Arranger.
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.)
42
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 10, 2006 By: /s/ Stanton Remer
-----------------------------
Stanton Remer
Executive Vice President,
Chief Financial Officer,
Treasurer, Secretary and Director
(Principal Financial Officer and
Duly Authorized Officer of the Registrant)
43
Exhibit 31.1
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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 10, 2006 /s/ Leon Kopyt
Leon Kopyt
Chief Executive Officer
44
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 10, 2006 /s/ Stanton Remer
Stanton Remer
Chief Financial Officer
45
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 quarter ended
July 1, 2006 (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 10, 2006
46
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 quarter ended
July 1, 2006 (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 10, 2006
47