false 0000700841 0000700841 2024-05-08 2024-05-08
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported):  May 8, 2024
 
RCM Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Nevada
(State or Other
Jurisdiction of
Incorporation)
1-10245
(Commission File
Number)
95-1480559
(I.R.S. Employer
Identification No.)
 
2500 McClellan Avenue, Suite 350
   
Pennsauken, NJ
 
08109-4613
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (856) 356-4500 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).
 
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.05 per share
 
RCMT
 
The NASDAQ Stock Market LLC
 
 

 
 
Item 2.02.       Results of Operations and Financial Condition.
 
On May 8, 2024, the Registrant issued a press release regarding its financial results for the thirteen weeks ended March 30, 2024.  A copy of the press release is furnished as Exhibit 99 to this report.
 
The information set forth under this “Item 2.02. Results of Operations and Financial Condition” (including the exhibit) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Registrant pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
 
Item 9.01.       Financial Statements and Exhibits.
 
(a) Financial Statements of Businesses Acquired.
 
None.
 
(b) Pro Forma Financial Information.
 
None.
 
(c) Shell Company Transactions.
 
None.
 
(d) Exhibits.
 
Exhibit Number
 
Press Release by the Registrant, dated May 8, 2024, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.
104
Cover Page Interactive Data File (formatted as Inline XBRL).
 
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
RCM TECHNOLOGIES, INC.
 
 
 
By:
/s/ Kevin D. Miller
 
Kevin D. Miller
 
Chief Financial Officer, Treasurer and
Secretary
 
Dated: May 8, 2024
 

Exhibit 99

 image01.jpg

RCM Technologies, Inc.

Tel: 856.356.4500

Corporate Contacts:

2500 McClellan Avenue

info@rcmt.com

Bradley S. Vizi

Pennsauken, NJ 08109

www.rcmt.com

Executive Chairman

 

 

Kevin D. Miller

   

Chief Financial Officer

 

 

P R E S S   R E L E A S E

 

RCM TECHNOLOGIES, INC. ANNOUNCES

FIRST-QUARTER RESULTS

 

Pennsauken, NJ – May 8, 2024 -- RCM Technologies, Inc. (NasdaqGM: RCMT), a premier provider of business and technology solutions designed to enhance and maximize the operational performance of its customers through the adaptation and deployment of advanced engineering, specialty health care, and information technology services, today announced financial results for the thirteen weeks ended March 30, 2024.

 

RCM Technologies reported revenue of $71.9 million for the thirteen weeks ended March 30, 2024 (the current quarter), an increase of 7.2% compared to $67.1 million for the thirteen weeks ended April 1, 2023 (the comparable prior quarter). Gross profit was $20.4 million for the current quarter, a 7.1% increase compared to $19.0 million for the comparable prior quarter.  The Company experienced GAAP net income of $4.0 million, or $0.48 per diluted share, for the current quarter compared to $3.8 million, or $0.41 per diluted share, for the comparable prior quarter. The Company experienced adjusted EBITDA (non-GAAP) of $6.8 million for the current quarter compared to $6.1 million for the comparable prior quarter.  The Company experienced $0.53 of adjusted net income per diluted share (non-GAAP) for the current quarter as compared to $0.41 for the comparable prior quarter.

 

Bradley Vizi, Executive Chairman of RCM Technologies, commented, “Our breadth of strategic focus is widening and deepening throughout the organization, with all teams executing on current initiatives while seeding new initiatives designed to propel growth well into the future.”

 

Kevin Miller, Chief Financial Officer of RCM Technologies, commented, “In the first quarter, adjusted EBITDA and adjusted EPS increased 11.1% and 30.4%, respectively. Cash conversion increased both sequentially and year over year. We anticipate continued improvement in cash flow from operations in each of the next two quarters.”

 

 

 

 

Conference Call

On Thursday, May 9, 2024, RCM Technologies will host a conference call to discuss these results. The call will begin at 11:30 a.m. Eastern Time. The dial-in number is (800) 285-6670.

 

About RCM

RCM Technologies (NasdaqGM: RCMT) is a business and technology solutions provider with world-class talent in key market segments. We help design, build, and enable the Industries of Tomorrow, Today. Operating at the intersection of resources, critical infrastructure and modernization of industries through advanced technologies, RCM is a provider of services in Health Care, Engineering, Aerospace & Defense, Process & Industrial, Life Sciences and Data & Solutions. www.rcmt.com.

 

The statements contained in this release that are not purely historical are forward-looking statements within the Private Securities Litigation Reform Act of 1995. They are subject to various risks, uncertainties, and other factors that could cause the Company’s actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. These statements often include words such as “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “believe,” “plan,” “seek,” “could,” “can,” “should,” “are confident” or similar expressions. In addition, statements that are not historical should also be considered forward-looking statements. These statements are based on assumptions that we have made in light of our experience in the industry, and our perceptions of historical trends, current conditions, expected future developments, and other factors we believe are appropriate in these circumstances. Forward-looking statements include, but are not limited to, those relating to demand for the Company’s services, expectations regarding our future revenues and other financial results, such as cash flows, our pipeline, and potential project wins, and our expectations for investment and growth in our business. Such statements are based on current expectations that involve several known and unknown risks, uncertainties, and other factors, which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. Risk, uncertainties, and other factors may emerge from time to time that could cause the Company’s actual results to differ from those indicated by the forward-looking statements. Investors are directed to consider such risks, uncertainties, and other factors described in documents filed by the Company with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company assumes no obligation (and expressly disclaims any such obligation) to update any forward-looking statements contained in this release as a result of new information or future events or developments, except as may be required by law.

 

Tables to Follow

 

 

 

 

RCM Technologies, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In Thousands, Except Per Share Amounts)

 

 

 

Thirteen Weeks Ended

 
 

March 30,

2024

 

April 1,

2023

 

Revenue

$71,939

 

$67,124

 

Cost of services

51,572

 

48,100

 

Gross profit

20,367

 

19,024

 

Selling, general and administrative

14,199

 

13,396

 

Depreciation and amortization of property and equipment

287

 

271

 

Amortization of acquired intangible assets

45

 

45

 

Gain on sale of assets

-

 

(395

)

Operating income

5,836

 

5,707

 

Other expense, net

426

 

407

 

Income before income taxes

5,410

 

5,300

 

Income tax expense

1,458

 

1,463

 

Net income

$3,952

 

$3,837

 
         

Diluted net earnings per share data

$0.48

 

$0.41

 

Diluted weighted average shares outstanding

8,170,839

 

9,401,867

 

 

 

 

 

RCM Technologies, Inc.

Supplemental Operating Results on a Non-GAAP Basis

(Unaudited)

(In Thousands)

 

The following non-GAAP measures, which adjust for the categories of expenses described below, are non-GAAP financial measures.  Our management believes that these non-GAAP financial measures (“Adjusted operating income,” “EBITDA” and “Adjusted EBITDA”) are useful information for investors, shareholders, and other stakeholders of our Company in gauging our results of operations on an ongoing basis and to enhance investors’ overall understanding of our current financial performance and period-to-period comparisons.  Adjusted operating income, EBITDA and Adjusted EBITDA should not be considered alternatives to net income as an indicator of performance.  In addition, Adjusted operating income, EBITDA and Adjusted EBITDA do not take into account changes in certain assets and liabilities and interest and income taxes that can affect cash flows.  We do not intend the presentation of these non-GAAP measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP. These non-GAAP measures should be read-only in conjunction with our consolidated financial statements prepared in accordance with GAAP.

 

The following unaudited table presents the Company’s GAAP net income and the corresponding adjustments used to calculate Adjusted operating income, EBITDA and Adjusted EBITDA for the thirteen ended March 30, 2024 and April 1, 2023.   

 

 

Thirteen Weeks Ended

 
 

March 30,

2024

 

April 1,

2023

 

GAAP operating income

$5,836

 

$5,707

 

Adjustments

       

 Gain on sale of assets

-

 

(395

)

 Equity compensation

635

 

496

 

Adjusted operating income (non-GAAP)

$6,471

 

$5,808

 
         

GAAP net income

$3,952

 

$3,837

 

Income tax expense

1,458

 

1,463

 

Interest expense, net

478

 

360

 

Depreciation of property and equipment

287

 

271

 

Amortization of acquired intangible assets

45

 

45

 

EBITDA (non-GAAP)

$6,220

 

$5,976

 
         

Adjustments

       

Gain on sale of assets

-

 

(395

)

(Gain) loss on foreign currency transactions

(52

)

47

 

Equity compensation

635

 

496

 

Adjusted EBITDA (non-GAAP)

$6,803

 

$6,124

 

 

 

 

 

RCM Technologies, Inc.

Supplemental Operating Results on a Non-GAAP Basis (Continued)

(Unaudited)

(In Thousands)

 

 

 

Thirteen Weeks Ended

 
 

March 30,

2024

 

April 1,

2023

 

GAAP net income

$3,952

 

$3,837

 

Adjustments

       

Gain on sale of assets

-

 

(395

)

(Gain) loss on foreign currency transactions

(52

)

47

 

Equity compensation

635

 

496

 

Tax impact from normalized rate

(174

)

(136

)

Adjusted net income (non-GAAP)

$4,361

 

$3,849

 
         

GAAP diluted net earnings per share

$0.48

 

$0.41

 

Adjustments

       

Gain on sale of assets

-

 

(0.04

)

(Gain) loss on foreign currency transactions

0.00

 

0.00

 

Equity compensation

0.08

 

0.05

 

Tax impact from normalized rate

(0.03

)

(0.01

)

Adjusted diluted net earnings per share (non-GAAP)

$0.53

 

$0.41

 

 

 

 

 

RCM Technologies, Inc.

Summary of Selected Income Statement Data

(Unaudited)

(In Thousands)

 

 

 

Thirteen Weeks Ended March 30, 2024

 
 

Specialty

Health Care

 

Engineering

 

Life Sciences

and IT

 

Consolidated

 
                 

Revenue

$38,182

 

$23,505

 

$10,252

 

$71,939

 

Cost of services

27,108

 

18,003

 

6,461

 

51,572

 

Gross profit

$11,074

 

$5,502

 

$3,791

 

$20,367

 

Gross profit margin

29.0

%

23.4

%

37.0

%

28.3

%

 

 

 

 

Thirteen Weeks Ended April 1, 2023

 
 

Specialty

Health Care

 

Engineering

 

Life Sciences

and IT

 

Consolidated

 
                 

Revenue

$39,130

 

$18,490

 

$9,504

 

$67,124

 

Cost of services

27,458

 

14,444

 

6,198

 

48,100

 

Gross profit

$11,672

 

$4,046

 

$3,306

 

$19,024

 

Gross profit margin

29.8

%

21.9

%

34.8

%

28.3

%

 

 

 

 

RCM Technologies, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In Thousands, Except Share Amounts)

 

 

 

March 30,

 

December 30,

 
 

2024

 

2023

 
 

(Unaudited)

     

Current assets:

       
 

Cash and cash equivalents

$2,099

 

$6,284

 
 

Accounts receivable, net

73,486

 

70,690

 
 

Transit accounts receivable

9,722

 

8,891

 
 

Prepaid expenses and other current assets

4,515

 

4,637

 
   

Total current assets

89,822

 

90,502

 
             

Property and equipment, net

4,386

 

4,005

 
         

Deposits

290

 

313

 

Deferred income taxes, foreign

53

 

55

 

Goodwill

22,147

 

22,147

 

Operating right of use asset

3,147

 

2,779

 

Intangible assets, net

638

 

683

 
   

Total other assets

26,275

 

25,977

 
             
   

Total assets

$120,483

 

$120,484

 

 

Current liabilities:

       
 

Accounts payable and accrued expenses

$13,596

 

$12,454

 
 

Transit accounts payable

31,715

 

31,102

 
 

Accrued payroll and related costs

12,174

 

11,203

 
 

Finance lease payable

116

 

233

 
 

Income taxes payable

778

 

330

 
 

Operating right of use liability

615

 

693

 
 

Contingent consideration from acquisitions

300

 

300

 
 

Deferred revenue

3,514

 

1,881

 
   

Total current liabilities

62,808

 

58,196

 
         

Deferred income taxes, net, foreign

185

 

187

 

Deferred income taxes, net, domestic

1,619

 

1,568

 

Contingent consideration from acquisitions, net of current position

1,671

 

1,671

 

Operating right of use liability, net of current position

2,644

 

2,268

 

Borrowings under line of credit

22,159

 

30,804

 
 

Total liabilities

91,086

 

94,694

 
         

Contingencies (note 15)

-

 

-

 
         

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;

       
   

17,775,693 shares issued and 7,947,087 shares outstanding at

March 30, 2024 and 17,673,427 shares issued and 7,844,821 shares

outstanding at December 30, 2023

887

 

882

 
 

Additional paid-in capital

116,256

 

116,579

 
 

Accumulated other comprehensive loss

(2,840

)

(2,813

)

 

Accumulated deficit

(15,313

)

(19,265

)

 

Treasury stock, 9,828,606 shares at March 30, 2024 and

       
 

December 30, 2023, at cost

(69,593

)

(69,593

)

   

Total stockholders’ equity

29,397

 

25,790

 
             
   

Total liabilities and stockholders’ equity

$120,483

 

$120,484

 

 

 

 

RCM Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In Thousands)

 

 

 

Thirteen Weeks Ended

 
 

March 30,

2024

 

April 1,

2023

 

Net income

$3,952

 

$3,837

 

Adjustments to reconcile net income to cash

used in operating activities

1,250

 

703

 

Changes in operating assets and liabilities:

       
 

Accounts receivable

(2,802

)

(8,035

)

 

Prepaid expenses and other current assets

120

 

960

 
 

Net of transit accounts receivable and payable

(219

)

1,472

 
 

Accounts payable and accrued expenses

1,345

 

(1,667

)

 

Accrued payroll and related costs

976

 

2,404

 
 

Right of use liabilities

(304

)

(348

)

 

Income taxes payable

451

 

141

 
 

Deferred revenue

1,633

 

(310

)

 

Deposits

24

 

11

 

Total adjustments

2,474

 

(4,669

)

Net cash provided by (used in) operating activities

6,426

 

(832

)

         

Net cash used in investing activities

(669

)

(332

)

Net cash (used in) provided by financing activities

(9,714

)

2,416

 

Effect of exchange rate changes on cash and cash equivalents

(228

)

234

 

(Decrease) increase in cash and cash equivalents

($4,185

)

$1,486

 

 

 

 
v3.24.1.u1
Document And Entity Information
May 08, 2024
Document Information [Line Items]  
Entity, Registrant Name RCM Technologies, Inc.
Document, Type 8-K
Document, Period End Date May 08, 2024
Entity, Incorporation, State or Country Code NV
Entity, File Number 1-10245
Entity, Tax Identification Number 95-1480559
Entity, Address, Address Line One 2500 McClellan Avenue, Suite 350
Entity, Address, City or Town Pennsauken
Entity, Address, State or Province NJ
Entity, Address, Postal Zip Code 08109-4613
City Area Code 856
Local Phone Number 356-4500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Title of 12(b) Security Common Stock
Trading Symbol RCMT
Security Exchange Name NASDAQ
Amendment Flag false
Entity, Central Index Key 0000700841

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