RCM TECHNOLOGIES, INC. — Interim / Quarterly Report 1998

Sep 2, 1998

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 1998 Commission file number: 1-10245 RCM TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter) Nevada 95-1480559 (State of Incorporation) (IRS Employer Identification No.) 2500 McClellan Avenue, Suite 350, Pennsauken, New Jersey 08109-4613 (Address of principal executive offices) (609) 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 the number of shares outstanding of the Registrant's class of common stock, as of the latest practicable date. CLASS 10,447,350 Common Stock, $.05 par value Outstanding as of September 2, 1998 1 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES PART I - FINANCIAL INFORMATION Item 1 - Consolidated Financial Statements

2 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS July 31, 1998 and October 31, 1997 ASSETS

The accompanying notes are an integral part of these financial statements. 3 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - CONTINUED July 31, 1998 and October 31, 1997 LIABILITIES AND SHAREHOLDERS' EQUITY

The accompanying notes are an integral part of these financial statements. 4 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME

The accompanying notes are an integral part of these financial statements. 5 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME

The accompanying notes are an integral part of these financial statements. 6 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Nine Months Ended July 31, 1998 (Unaudited)

The accompanying notes are an integral part of these financial statements. 7 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these financial statements. 8 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

The accompanying notes are an integral part of these financial statements. 9 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 Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended October 31, 1997. 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 which, in the opinion of management, are necessary for a fair presentation of the financial position of the Company and its results of operations for the interim periods set forth herein. The results for the nine months ended July 31, 1998 are not necessarily indicative of the results to be expected for the full year. 2. Sale of Common Stock On June 3, 1998, the Company completed a public offering of 2,700,000 shares of its Common Stock, of which, 2,509,980 shares were sold by the Company and 190,020 shares were sold by certain selling stockholders. The public offering was undertaken pursuant to the terms of a Registration Statement on Form S-3 originally filed with the Securities and Exchange Commission on April 29, 1998 and a final Prospectus dated May 29, 1998. The net proceeds to the Company after estimated offering costs was approximately $49,500,000. The Company did not receive any of the proceeds from the sale of the shares by the selling stockholders. 3. Acquisition On July 14, 1998, the Company acquired all of the outstanding stock of Software Analysis and Management, Inc. ("SAMCO"), an Orange, California-based provider of information technology staffing services specializing in software and system engineering services, for a purchase price consisting of: (i) $7.5 million in cash; (ii) $4.5 million of contingent consideration, payable over three years upon attaining certain earnings targets; and (iii) additional consideration to the extent that during the three year period, SAMCO exceeds the earnings targets. Any additional consideration paid will be recorded as additional purchase price. SAMCO generated revenues of approximately $20.0 million during the fiscal year prior to the date of acquisition. The following unaudited results of operations have been prepared assuming that all acquisitions which have occurred since November 1, 1996 had occurred at 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.

10 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 4. Revolving Credit Facility On August 19, 1998, the Company and its subsidiaries entered into an agreement with Mellon Bank N.A., administrative agent for a syndicate of banks, which provides for a $75.0 million Revolving Credit Facility (the "Revolving Credit Facility"). Borrowings under the Revolving Credit Facility bear interest at the Company's option, at LIBOR (London Interbank Offered Rate), plus applicable margin or the agent bank's prime rate. Borrowings under the Revolving Credit Facility are collateralized by all of the assets of the Company and its subsidiaries and a pledge of all of the stock of its subsidiaries. The Revolving Credit Facility also contains various financial and non-financial covenants. The Revolving Credit Facility expires August 2001. There were no amounts outstanding under the Revolving Credit Facility at September 2, 1998. 5. Stock Options On April 23, 1998, the stockholders of the Company approved amendments to the 1992 Incentive Stock Option Plan (the "1992 Option Plan") and the 1994 Non-Employee Director Stock Option Plan (the "Director Option Plan"). The amendments increase the number of shares of the Company's common stock issuable under the 1992 Option Plan by 400,000 shares to 500,000 shares and increase the number of shares issuable under the Non- Employee Director Option Plan by 100,000 shares to 180,000 shares.

11 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 6. Earnings Per Share On November 1, 1997, the Company adopted Statement of Financial Accounting Standards No. 128, "Earnings Per Share." Basic earnings per share are computed based upon the weighted average number of common shares outstanding and diluted earnings per share are computed based upon the weighted average number of common shares outstanding and dilutive common share equivalents (consisting of incentive stock options, non-qualified stock options and warrants) outstanding during the periods using the treasury stock method. Following is a reconciliation of the shares used to compute basic and diluted earnings per share:

1. Accounts Payable and accrued expenses Accounts payable at July 31, 1998 and October 31, 1997 consists of the following: July 31, October 31, 1998 1997 Accounts payable 2,134,258 1,315,937 Funds due sellers (1) 815,300 __ ------- 2,949,558 1,315,937 (1) Represents funds due to shareholders of acquired companies. 12 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 8. Interest (Expense) Income, Net Interest (expense) income, net for the nine and three months ended July 31, 1998 and 1997 consists of the following:

13 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations Private Securities Litigation Reform Act Safe Harbor Statement When used in or incorporated by reference into this Report, the words "estimate," "project," "intend," "expect" and similar expressions are intended to identify forward-looking statements regarding events and financial trends which may affect the Company's future operating results and financial position. Such statements are subject to risks and uncertainties that could cause the Company's actual results and financial position to differ materially. Certain of these factors have been identified within the Company's various Reports, Registration Statements and other filings previously made with the SEC. Overview The Company is a multi-regional provider of information technology and other professional staffing services though its 54 branch offices located in 23 states. The Company's business and strategy have changed dramatically since its inception in 1971. From 1992 through 1994, current management repositioned its core staffing business to improve profitability and to take advantage of consolidating market dynamics. Significant revenue growth began in Fiscal 1995 as the Company implemented a growth strategy that has resulted in the acquisition of 14 businesses in the staffing industry. These acquisitions shifted the Company's business toward the higher margin information technology and specialty healthcare sectors. During this time, the Company also elected to discontinue providing certain lower margin general support services. General support services, which from Fiscal 1992 to Fiscal 1994 accounted for approximately 51.0% of the Company's revenues, decreased as a percentage of the Company's revenues to 12.1% during the nine months ended July 31, 1998. Correspondingly, revenues from the Company's specialty professional services accounted for 87.9% of the Company's revenues during the nine months ended July 31, 1998. The Company realizes revenues from the placement of contract and temporary staffing personnel. Principally all of these services are provided to the customer on a time and material basis at hourly rates that are established for each of the Company's staffing personnel, based upon their skill level, experience and type of work performed. In some instances, the Company derives revenues on a fixed-fee basis in connection with consulting projects. In view of the diversification of the Company's service offerings, and by drawing upon the skills developed within the Company's engineering and technical group, management intends to develop project management skills within its information technology and other groups and believes that an additional percentage of its business may be derived in the future from larger-scale consulting projects. 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. Contracts, although they normally relate to longer-term and more complex engagements, generally 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. 14 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 staffing personnel, including payroll taxes, employee benefits, worker's compensation and other insurance. Principally all of the billable personnel are treated by the Company as employees. Selling, general and administrative expenses consist primarily of salaries and benefits of personnel responsible for operating activities and include corporate overhead expenses. Corporate overhead expenses relate to salaries and benefits of personnel responsible for corporate activities, including the company's acquisition program and corporate marketing, administrative and reporting responsibilities. The Company records these expenses when incurred. Depreciation relates primarily to the fixed assets of the Company. Amortization relates principally to the goodwill resulting from the Company's acquisitions. These acquisitions have been accounted for under the purchase method of accounting for financial reporting purposes and have created goodwill which is being amortized over 40-year periods. Liquidity and Capital Resources To support its acquisition program and related working capital requirements, the Company has historically used borrowings under its bank credit facility which was in existence prior to August 19, 1998 and proceeds from offerings of Common Stock. On June 13, 1997, the Company completed a public offering which raised $23.3 million in proceeds for the Company. The net offering proceeds through July 31, 1998, have been used to fund acquisitions and retire bank debt. On June 3,1998, the Company completed a public offering of 2,700,000 shares of Common Stock, of which 2,509,980 shares were sold by the Company and 190,020 were sold by certain selling stockholders. The proceeds to the Company net of estimated offering costs was approximately $49.5 million. Concurrently, with the offering, the Company received $557,000 from the exercise of stock options upon which the shares were sold in the offering by the selling shareholders. At July 31, 1998, the Company had approximately $32.3 million in cash and approximately $18.0 million in unused loan availability under the bank credit facility in existence at July 31, 1998. Cash provided by operating activities was $300,000 for the nine months ended July 31, 1998 compared to a use of cash of $1.5 million for the nine months ended July 31, 1997. The increase of $1.8 million was the result of the increase of $4.1 million in net income before depreciation and amortization and other non-cash charges and a decrease of $2.3 million from changes in working capital, primarily an increase in accounts payable and taxes other than income taxes which was in turn offset by an increase in accounts receivable. Cash used in investing activities for the nine months ended July 31, 1998 was $21.2 million compared to $6.2 million for the nine months ended July 31, 1997. This increase was principally the result of larger acquisitions completed by the Company during the nine months ended July 31, 1998 as compared to those acquisitions completed during the nine months ended July 31, 1997. Cash provided by financing activities for the nine months ended July 31, 1998 was $52.3 million compared to $22.5 million for the nine months ended July 31, 1997. This increase was principally the result of proceeds from the June 3, 1998 public offering as well as the exercise of stock warrants. 15 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations - (Continued) Liquidity and Capital Resources - (Continued) On August 19, 1998, the Company and its subsidiaries entered into an agreement with Mellon Bank N.A., administrative agent for a syndicate of banks, which provides for a $75.0 million Revolving Credit Facility (the "Revolving Credit Facility"). Borrowings under the Revolving Credit Facility bear interest, at the Company's option, at LIBOR (London Interbank Offered Rate) or the agent bank's prime rate, plus applicable margin. Borrowings under the Revolving Credit Facility are collateralized by all of the assets of the Company and a pledge of all of the stock of its subsidiaries. The Revolving Credit Facility also contains various financial and non-financial covenants. The Revolving Credit Facility expires August 2001. At October 31, 1997, and July 31, 1998, the Company and its subsidiaries were in compliance with all financial covenants contained within the Revolving Credit Facility in effect prior to August 19, 1998. Borrowings under the Revolving Credit Facility are to be used to meet cash flow requirements for the Company's subsidiaries as well as operating expenses for the Company. At October 31, 1997 and July 31, 1998 there was approximately $14.0 million and $18.0 million, respectively, of unused loan availability under the bank credit facility which was in effect at July 31, 1998. The Company utilized approximately $10.0 million (as of September 2, 1998) of the net proceeds from its June 3, 1998 public offering to pay down the bank credit facility which had a balance of approximately $10.0 million as of June 3, 1998, although the Company does intend to draw on the Revolving Credit Facility as needed in the future. The Company anticipates that its primary uses of capital in future periods will be for acquisitions and the funding of increases in working capital. The Company's business strategy is to achieve growth both internally through operations and externally through strategic acquisitions. The Company's liquidity and capital resources may be affected in the future as the Company continues to grow through implementation of this strategy which may involve acquisitions facilitated through the use of cash and/or debt and equity securities. Funding for future acquisitions and working capital will be obtained from the proceeds of the June 3, 1998 public offering, the Revolving Credit Facility, funds generated through operations and future financing transactions. The Company does not currently have material commitments for capital expenditures and does not anticipate entering into any such commitments during the next twelve months. The Company continues to evaluate acquisitions of various businesses which are complementary to its current operations. 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. During the nine months ended July 31, 1998, the Company derived $2.2 million of proceeds from the issuance of 153,209 shares of Common Stock upon the exercise of its Class C Warrants (the "Warrants") at an effective exercise price of $15.00 per share. The Warrants were issued in a public offering undertaken by the Company during 1989, and after several extensions, expired on April 30, 1998. 16 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations - (Continued) Year 2000 Compliance Many existing computer programs use only two digits to identify a year in the date field. These programs were designed and developed without considering the impact of the upcoming change in the century. If not corrected, many computer applications could fail or create erroneous results by or at the Year 2000. In connection with this problem (the "Year 2000 Issue"), and in order to deliver quality customer service and centrally manage it operations, the Company is currently upgrading its internal information system. The Company anticipates that the upgrade will be completed during the calendar year 1999. If such upgrade is not completed in a timely manner, the Year 2000 Issue may have a material effect on the operations of the Company. While the total cost associated with the upgrade of the Company's system is not known at this time, it is not expected to be material to the Company's financial position and is being capitalized as incurred. The Company is in the process of developing a contingency plan if it fails to meet its timetable. 17 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations - (Continued)

Revenues. Revenues increased 80.5%, or $61.6 million, for the nine months ended July 31, 1998, as compared to the comparable prior-year period. Of this increase, approximately $45.2 million was attributable to revenue growth through acquisitions made during Fiscal 1997 and the nine months ended July 31, 1998, and approximately $16.4 million was attributable to internal growth. For the nine months ended July 31, 1998 internal growth was 38.1% for the Professional Engineering and Information Technology groups and 25.5% for the Company as a whole. Cost of Services. Cost of services increased 80.3%, or $46.8 million, for the nine months ended July 31, 1998, as compared to the comparable prior-year period. This increase was primarily due to increased salaries and compensation associated with the increased revenues experienced during this period. Cost of services as a percentage of revenues decreased to 76.0% for the nine months ended July 31, 1998, from 76.1% for the comparable prior-year period. This improvement was primarily due to a greater percentage of the Company's revenues being derived from specialty staffing services. Selling, General and Administrative. Selling, general and administrative expenses increased 65.4%, or $8.3 million, for the nine months ended July 31, 1998, as compared to the comparable prior-year period. This increase was primarily due to selling, general and administrative expenses associated with increased revenues during the nine months ended July 31, 1998, as compared to the comparable prior-year period. Selling, general and administrative expenses as a percentage of revenues decreased to 15.1% for the nine months ended July 31, 1998, from 16.5% in the comparable prior-year period, primarily attributable to the sharing of administrative overhead over a larger revenue base. Depreciation and Amortization. Depreciation and amortization increased 161.3%, or $594,000, for the nine months ended July 31, 1998, as compared to the comparable prior-year period. This increase was primarily due to the amortization of intangible assets acquired in connection with the acquisitions that occurred after July 31, 1997. Interest (Expense) Income, Net. Actual interest expense of $338,000, for the nine months ended July 31, 1998, was offset by $346,000 of interest income, which was earned from the investment in interest-bearing deposits of the net proceeds of the Company's public offerings in June 1997 and 1998, after the repayment of bank debt. Interest expense decreased 14.2%, or $56,000, for the nine months ended July 31, 1998, as compared to the comparable prior-year period. This decrease was primarily due to the decreased borrowings necessary to provide the funds for working capital. Income Tax. Income tax expense increased 123.1%, or $2.6 million, for the nine months ended July 31, 1998, as compared to the comparable prior-year period. This increase was due to increased levels of income. 18 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations - (Continued)

Revenues. Revenues increased 113.8%, or $24.0 million, for the three months ended July 31, 1998, as compared to the comparable prior-year period. Of this increase, approximately $18.0 million was attributable to revenue growth through acquisitions made during Fiscal 1997 and the three months ended July 31, 1998, and approximately $6.0 million was attributable to internal growth. For the three months ended July 31, 1998 internal growth was 35.3% for the Professional Engineering and Information Technology groups and 23.8% for the Company overall. Cost of Services. Cost of services increased 88.2%, or $18.6 million, for the three months ended July 31, 1998, as compared to the comparable prior-year period. This increase was primarily due to increased salaries and compensation associated with the increased revenues experienced during this period. Cost of services as a percentage of revenues increased to 76.3% for the three months ended July 31, 1998, from 75.3% for the comparable prior-year period. This increase was primarily due to increased paid vacation, holiday and training costs as well as a decrease in general support margins and certain high margin short term projects in the three months ended July 31, 1997. Selling, General and Administrative. Selling, general and administrative expenses increased 78.1%, or $5.4 million, for the three months ended July 31, 1998, as compared to the comparable prior-year period. This increase was primarily due to selling, general and administrative expenses associated with increased revenues during the three months ended July 31, 1998, as compared to the comparable prior-year period. Selling, general and administrative expenses as a percentage of revenues decreased to 23.7% for the three months ended July 31, 1998, from 24.7% in the comparable prior-year period, primarily attributable to the sharing of administrative overhead over a larger revenue base. Depreciation and Amortization. Depreciation and amortization increased 183.6%, or $239,000, for the three months ended July 31, 1998, as compared to the comparable prior-year period. This increase was primarily due to the amortization of intangible assets acquired in connection with the acquisitions that occurred after July 31, 1997. Interest (Expense) Income, Net. Actual interest expense of $131,000 for the three months ended July 31, 1998 was offset by $329,000 of interest income, which was earned from the investment in interest-bearing deposits of the net proceeds of the Company's public offering in June 1998, after the repayment of bank debt. Interest expense remained the same for the three months ended July 31, 1998 as compared to the comparable prior-year period. Income Tax. Income tax expense increased 105.4%, or $939,000, for the three months ended July 31, 1998, as compared to the comparable prior-year period. This increase was due to increased levels of income. 19 PART II Item 5. Other Information A stockholder of the Company may wish to have a proposal presented at the 1999 Annual Meeting of Stockholders, but not to have such proposal included in the Company's proxy statement and form of proxy relating to that meeting. If notice of any such proposal is not received by the Company at 2500 McClellan Avenue, Suite 350, Pennsauken, New Jersey 08109-4613, Attention president, by January 24, 1999, then such proposal shall be deemed "untimely" for purposes of rule 14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended, and, therefore, the Board of Directors of the Company will have the right to exercise discretionary voting authority with respect to such proposal. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 10 Loan and Security Agreement dated August 19, 1998 between RCM Technologies, Inc. and all of its Subsidiaries and Mellon Bank, N.A. as Agent. 27a Financial Data Schedule. 27b Restated Financial Data Schedule July 31, 1997. (b) Reports on Form 8-K 1. The Company filed a Current Report on Form 8-K (under Item 5) dated March 17, 1998 reporting the resignation of Barry S. Meyers from the Board of Directors of RCM Technologies, Inc. on March 12, 1998. 2. The Company filed a Current Report on Form 8-K dated June 12, 1998, as amended by a Current Report on Form 8-K/A (under Item 5) dated June 18, 1998, reporting the acquisitions of Northern Technical Services, Inc. on January 4, 1998 and Global Technology Solutions, Inc. on February 2, 1998. 3. The Company filed a Current Report on Form 8-K (under Item 2) on July 23, 1998 reporting the acquisition of Software Analysis and Management, Inc. on July 14, 1998. 20 RCM TECHNOLOGIES, INC. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. (Registrant) Date: September 2, 1998 By:/s/ Stanton Remer ----------------- Stanton Remer Chief Financial Officer and Treasurer (Principal Accounting Officer) 21