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 September 30, 201728, 2019

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 or other Jurisdiction 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) 356-4500
(Registrant'sRegistrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.05 per shareRCMTThe NASDAQ Stock Market LLC

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES [X]     NO [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.  (See the definitions of "large“large accelerated filer," "accelerated” “accelerated filer," "smaller” “smaller reporting company"company” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act).  (Check one):
Large Accelerated Filer [  ]Accelerated Filer [  ]
Non-Accelerated Filer [  ][X]
(Do not check if a smaller reporting company)
Smaller
Reporting
Company [X]
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.  [  ]

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'sRegistrant’s class of common stock, as of the latest practicable date.

Common Stock, $0.05 par value, 12,011,69912,955,847 shares outstanding as of November 1, 2017.7, 2019.



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES



PART I - FINANCIAL INFORMATION 
  
 Page
Item 1.Consolidated Financial Statements 
   
 
Consolidated Balance Sheets as of September 30, 201728, 2019 (Unaudited)
and December 31, 201629, 2018
 
3
   
 
Unaudited Consolidated Statements of Income for the Thirteen and
Thirty-Nine Week Periods Ended September 30, 201728, 2019 and October 1, 2016September 29, 2018
 
4
   
 
Unaudited Consolidated Statements of Comprehensive Income for the
Thirty-Nine Week Periods Ended September 30, 201728, 2019 and October 1, 2016September 29, 2018
 
5
   
 
Unaudited Consolidated Statement of Changes in Stockholders'Stockholders’ Equity
for the
Thirty-Nine Week Period Ended September 30, 201728, 2019
6
Unaudited Consolidated Statement of Changes in Stockholders’ Equity for the
Thirty-Nine Week Period Ended September 29, 2018
7
   
 
Unaudited Consolidated Statements of Cash Flows for the
Thirty-Nine Week Periods Ended September 30, 201728, 2019 and October 1, 2016September 29, 2018
 
78
   
 Notes to Unaudited Consolidated Financial Statements89
   
Item 2.
Management'sManagement’s Discussion and Analysis of Financial Condition
and Results of Operations
 
2328
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk42
   
Item 4.Controls and Procedures42
  
  
PART II - OTHER INFORMATION 
  
Item 1.Legal Proceedings43
   
Item 1A.Risk Factors43
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds43
   
Item 3.Defaults Upon Senior Securities43
   
Item 4.Mine Safety Disclosures43
   
Item 5.Other Information43
   
Item 6.Exhibits44
  
Signatures45

2


ITEM 1.CONSOLIDATED FINANCIAL STATEMENTS

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 201728, 2019 and December 31, 201629, 2018
(In thousands, except share and per share amounts)

September 30, December 31,  September 28, December 29, 
2017 2016  2019 2018 
(Unaudited)    (Unaudited)   
Current assets:Current assets:    Current assets:    
Cash and cash equivalents$825 $279 Cash and cash equivalents$393 $482 
Accounts receivable, net41,942 45,170 Accounts receivable, net57,470 52,335 
Transit accounts receivable1,664 4,295 Transit accounts receivable3,665 2,569 
Prepaid expenses and other current assets3,212 3,327 Prepaid expenses and other current assets3,400 3,425 
 Total current assets47,643 53,071  Total current assets64,928 58,811 
            
Property and equipment, netProperty and equipment, net3,619 4,052 Property and equipment, net2,841 3,485 
         
Other assets:Other assets:    Other assets:    
Deposits207 212 Deposits210 214 
Goodwill12,458 12,325 Goodwill16,354 17,532 
Intangible assets, net121 171 Operating right of use asset6,290 - 
 Total other assets12,786 12,708 Intangible assets, net496 743 
      Deferred tax assets, net, domestic621 725 
 Total assets$64,048 $69,831  Total other assets23,971 19,214 
      
 Total assets$91,740 $81,510 

Current liabilities:    
 Accounts payable and accrued expenses$7,096 $8,154 
 Transit accounts payable2,968 6,776 
 Accrued payroll and related costs7,089 7,185 
 Income taxes payable1,514 537 
 Contingent consideration992 1,061 
  Total current liabilities19,659 23,713 
       
  Deferred tax liability, domestic441 148 
  Deferred tax liability, foreign254 234 
  Contingent consideration240 170 
  Borrowings under line of credit9,451 14,311 
  Total liabilities30,045 38,576 
       
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;    
  
14,832,871 shares issued and 12,009,699 shares outstanding at
September 30, 2017 and 14,716,940 shares issued and 11,953,080 shares outstanding at December 31, 2016
741 736 
 Additional paid-in capital116,587 115,607 
 Accumulated other comprehensive loss(2,209)(2,578)
 Accumulated deficit(66,129)(67,888)
 
Treasury stock (2,823,172 shares at September 30, 2017 and
2,763,860 shares at December 31, 2016, at cost)
(14,987)(14,622)
  Stockholders' equity34,003 31,255 
       
  Total liabilities and stockholders' equity$64,048 $69,831 

Current liabilities:    
 Accounts payable and accrued expenses$6,349 $9,969 
 Transit accounts payable4,527 2,506 
 Accrued payroll and related costs7,057 9,028 
 Finance lease payable287 - 
 Income taxes payable538 97 
 Operating right of use liability2,275 - 
 Liability for contingent consideration from acquisitions388 1,588 
  Total current liabilities21,421 23,188 
     
Deferred tax liability, foreign402 398 
Finance lease payable194 - 
Liability for contingent consideration from acquisitions2,673 3,185 
Operating right of use liability4,264 - 
Borrowings under line of credit31,735 27,540 
 Total liabilities60,689 54,311 
     
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;    
  
15,779,019 shares issued and 12,955,847 shares outstanding at
September 28, 2019 and 15,578,345 shares issued and 12,755,173 shares outstanding at December 29, 2018
788 778 
 Additional paid-in capital108,121 107,326 
 Accumulated other comprehensive loss(2,757)(2,755)
 Accumulated deficit(60,114)(63,163)
 Treasury stock (2,823,172 shares at September 28, 2019 and    
  December 29, 2018) at cost(14,987)(14,987)
  Stockholders’ equity31,051 27,199 
       
  Total liabilities and stockholders’ equity$91,740 $81,510 
3

The accompanying notes are an integral part of these consolidated financial statements.



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Thirteen and Thirty-Nine Week Periods Ended September 30, 201728, 2019 and October 1, 2016September 29, 2018
(Unaudited)
(In thousands, except per share amounts)



 Thirteen Weeks Ended Thirty-Nine Weeks Ended 
 
September 30,
2017
 
October 1,
2016
 
September 30,
2017
 
October 1,
2016
 
         
Revenues$43,827 $39,695 $135,680 $132,250 
Cost of services32,109 29,551 100,097 97,326 
Gross profit11,718 10,144 35,583 34,924 
         
Operating costs and expenses        
 Selling, general and administrative9,700 9,334 30,092 29,976 
 Depreciation and amortization422 388 1,229 1,177 
 Change in contingent consideration- - 781 - 
 10,122 9,722 32,102 31,153 
��        
Operating income1,596 422 3,481 3,771 
         
Other (expense) income        
 Interest expense and other, net(137)(114)(409)(422)
 (Loss) gain on foreign currency transactions(17)(14)38 9 
 (154)(128)(371)(413)
         
Income before income taxes1,442 294 3,110 3,358 
Income tax expense422 184 1,351 1,384 
         
Net income$1,020 $110 $1,759 $1,974 
         
Basic and diluted net earnings per share$0.08 $0.01 $0.15 $0.16 






 Thirteen Weeks Ended Thirty-Nine Weeks Ended 
 
September 28,
2019
 
September 29,
2018
 
September 28,
2019
 
September 29,
2018
 
         
Revenue$40,250 $42,559 $142,550 $145,081 
Cost of services29,635 31,571 106,615 108,803 
Gross profit10,615 10,988 35,935 36,278 
         
Operating costs and expenses        
 Selling, general and administrative9,498 9,412 30,165 29,909 
 
Depreciation and amortization of property
   and equipment
304 337 944 1,116 
 Amortization of acquired intangible assets82 7 247 40 
 Severance, professional fees and other charges- - - 1,371 
Operating costs and expenses9,884 9,756 31,356 32,436 
         
Operating income731 1,232 4,579 3,842 
         
Other (expense) income        
 Interest expense and other, net(390)(305)(1,276)(971)
 Imputed interest on contingent consideration56 - (40)- 
 Gain (loss) on foreign currency transactions8 10 41 (19)
Other expense, net(326)(295)(1,275)(990)
         
Income before income taxes405 937 3,304 2,852 
Income tax expense70 253 255 736 
         
Net income$335 $684 $3,049 $2,116 
         
Basic and diluted net earnings per share$0.03 $0.06 $0.24 $0.17 



4

The accompanying notes are an integral part of these consolidated financial statements.



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Thirty-Nine Week Periods Ended September 30, 201728, 2019 and October 1, 2016September 29, 2018
(Unaudited)
(In thousands)



September 30,
2017
 
October 1,
2016
 
September 28,
2019
 
September 29,
2018
 
        
Net income$1,759 $1,974 $3,049 $2,116 
Other comprehensive income369 398 
Other comprehensive loss(2)(177)
Comprehensive income$2,128 $2,372 $3,047 $1,939 


5

The accompanying notes are an integral part of these consolidated financial statements.



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'STOCKHOLDERS’ EQUITY
Thirty-Nine Week PeriodPeriods Ended September 30, 201728, 2019
(Unaudited)
(In thousands, except share amounts)



 
 
 
Common Stock
 
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Loss
 
 
 
Accumulated
Deficit
 
 
 
Treasury Stock
 Total 
 
Issued
Shares
 Amount
 
Shares
 
 
Amount
                 
Balance, December 31, 201614,716,940 $736 $115,607 ($2,578)($67,888)2,763,860 ($14,622)$31,255 
                 
Issuance of stock under
   employee stock purchase plan
90,931 4 390 - - 
 
-
 
 
-
 394 
Translation adjustment- - - 369 - - - 369 
Share-based compensation expense- - 591 - - - - 591 
Issuance of stock upon vesting of
   restricted stock awards
25,000 1 (1)- - 
 
-
 
 
-
 - 
Common stock repurchase- - - - - 59,312 (365)(365)
Net income- - - - 1,759 - - 1,759 
                 
Balance, September 30, 201714,832,871 $741 $116,587 ($2,209)($66,129)2,823,172 ($14,987)$34,003 




 
 
 
Common Stock
 
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Loss
 
 
 
Accumulated
Deficit
 
 
 
Treasury Stock
 Total 
 
Issued
Shares
 Amount
 
Shares
 
 
Amount
                 
Balance, December 29, 201815,578,345 $778 $107,326 ($2,755)($63,163)2,823,172 ($14,987)$27,199 
Issuance of stock under
   employee stock purchase plan
59,451 3 162 - - - - 165 
Translation adjustment- - - 11 - - - 11 
Share-based compensation expense- - 241 - - - - 241 
Issuance of stock upon vesting of
   restricted stock units
57,148 3 (3)- - - - - 
Net income- - - - 1,463 - - 1,463 
                 
Balance, March 30, 201915,694,944 $784 $107,726 ($2,744)(61,700)2,823,172 ($14,987)$29,079 
Issuance of stock under
   employee stock purchase plan
- - - - - 
 
-
 - - 
Translation adjustment- - - 12 - - - 12 
Share-based compensation expense- - 207 - - - - 207 
Issuance of stock upon vesting of
   restricted stock units
25,000 1 (1)- - 
 
-
 - - 
Net income- - - - 1,251 - - 1,251 
                 
Balance, June 29, 201915,719,944 $785 $107,932 ($2,732)($60,449)2,823,172 ($14,987)$30,549 
Issuance of stock under
   employee stock purchase plan
59,075 3 153 - - 
 
-
 
 
-
 156 
Translation adjustment- - - (25)- - - (25)
Share-based compensation expense- - 24 - - - - 24 
Dividends forfeited- - 12 - - - - 12 
Net income- - - - 335 - - 335 
                 
Balance, September 28, 201915,779,019 $788 $108,121 ($2,757)($60,114)2,823,172 ($14,987)$31,051 


6

The accompanying notes are an integral part of these consolidated financial statements.



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
Thirty-Nine Week Periods Ended September 29, 2018
(Unaudited)
(In thousands, except share amounts)



 
 
 
Common Stock
 
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Loss
 
 
 
Accumulated
Deficit
 
 
 
Treasury Stock
 Total 
 
Issued
Shares
 Amount
 
Shares
 
 
Amount
                 
Balance, December 30, 201715,017,522 $751 $104,540 ($2,395)($65,878)2,823,172 ($14,987)$22,031 
                 
Issuance of stock under
   employee stock purchase plan
45,408 2 192 - - 
 
-
 
 
-
 194 
Translation adjustment- - - (70)- - - (70)
Share-based compensation expense- - 112 - - - - 112 
Net income- - - - 1,051 - - 1,051 
                 
Balance, March 31, 201815,062,930 $753 $104,844 ($2,465)($64,827)2,823,172 ($14,987)$23,318 
Issuance of stock under
   employee stock purchase plan
- - - - - 
 
-
 
 
-
 - 
Translation adjustment- - - (71)- - - (71)
Share-based compensation expense- - 89 - - - - 89 
Net income- - - - 381 - - 381 
                 
Balance, June 30, 2018$15,062,930 $753 $104,933 ($2,536)($64,446)2,823,172 ($14,987)$23,717 
Issuance of stock under
   employee stock purchase plan
45,469 2 189 - - 
 
-
 
 
-
 191 
Translation adjustment- - - (36)- - - (36)
Share-based compensation expense- - 121 - - - - 121 
Net income- - - - 684 - - 684 
                 
Balance, September 29, 201815,108,399 $755 $105,243 ($2,572)($63,762)2,823,172 ($14,987)$24,677 




7

The accompanying notes are an integral part of these consolidated financial statements.



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Thirty-Nine Week Periods Ended September 30, 201728, 2019 and October 1, 2016September 29, 2018
 (Unaudited)
(In thousands)

 
September 30,
2017
 
October 1,
2016
 
Cash flows from operating activities:    
 Net income$1,759 $1,974 
      
 
Adjustments to reconcile net income to net cash provided by (used in)
  operating activities:
    
  Depreciation and amortization1,229 1,177 
  Change in contingent consideration781 - 
  Share-based compensation expense591 614 
  Provision for losses on accounts receivable131 (128)
  Deferred income tax expense294 312 
  Changes in assets and liabilities:    
   Accounts receivable3,682 8,600 
   Prepaid expenses and other current assets230 1,847 
   Net of transit accounts receivable and payable(1,189)864 
   Accounts payable and accrued expenses(1,313)(1,746)
   Accrued payroll and related costs(185)(2,334)
   Income taxes payable946 948 
 Total adjustments5,197 10,154 
 Net cash provided by operating activities6,956 12,128 
     
Cash flows from investing activities:    
 Property and equipment acquired(747)(732)
 Decrease in deposits4 3 
 Net cash used in investing activities(743)(729)
      
Cash flows from financing activities:    
 Borrowings under line of credit60,411 59,187 
 Repayments under line of credit(65,271)(69,036)
 Issuance of stock for employee stock purchase plan394 368 
 Common stock repurchases(365)(1,828)
 Contingent consideration paid(790)(788)
 Net cash used in financing activities(5,621)(12,097)
Effect of exchange rate changes on cash and cash equivalents(46)16 
Increase (decrease) in cash and cash equivalents546 (682)
Cash and cash equivalents at beginning of period279 985 
     
Cash and cash equivalents at end of period$825 $303 
     
Supplemental cash flow information:    
 Cash paid for:    
  Interest$366 $363 
  Income taxes$340 $113 
       
Non-cash investing activities:    
 Non-cash consideration for business acquisition$133 $   - 
      
Non-cash financing activities:    
 Vesting of restricted stock units$117 $   - 

 
September 28,
2019
 
September 29,
2018
 
Cash flows from operating activities:    
 Net income$3,049 $2,116 
      
 
Adjustments to reconcile net income to net cash used in
   operating activities:
    
  Depreciation and amortization1,191 1,156 
  Imputed interest on contingent consideration40 - 
  Share-based compensation expense472 322 
  Provision for losses on accounts receivable125 945 
  Deferred income tax expense108 104 
  Changes in assets and liabilities:    
   Accounts receivable(5,184)(1,664)
   Prepaid expenses and other current assets483 (593)
   Net of transit accounts receivable and payable923 (1,560)
   Accounts payable and accrued expenses(3,366)(219)
   Accrued payroll and related costs(1,986)905 
   Right of use assets and liabilities245 - 
   Income taxes payable30 552 
 Total adjustments(6,919)(52)
 Net cash (used in) operating activities(3,870)2,064 
     
Cash flows from investing activities:    
 Property and equipment acquired(301)(1,414)
 Increase (decrease) in deposits5 (9)
 Net cash used in investing activities(296)(1,423)
      
Cash flows from financing activities:    
 Borrowings under line of credit72,201 64,987 
 Repayments under line of credit(68,006)(67,807)
 Issuance of stock for employee stock purchase plan321 385 
 Changes in finance lease obligations218 - 
 Contingent consideration paid(574)(300)
 Net cash provided by (used in) financing activities4,160 (2,735)
Effect of exchange rate changes on cash and cash equivalents(83)(47)
Decrease in cash and cash equivalents(89)(2,141)
Cash and cash equivalents at beginning of period482 2,851 
     
Cash and cash equivalents at end of period$393 $710 
     
Supplemental cash flow information:    
 Cash paid for:    
  Interest$1,266 $832 
  Income taxes$116 $338 
       
Non-cash financing activities:    
 Vesting of restricted stock units$300 $   - 
 Dividends forfeited on unvested restricted share units(12)$   - 

78

The accompanying notes are an integral part of these consolidated financial statements.



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

1.Basis of Presentation

The accompanying consolidated interim financial statements of RCM Technologies, Inc. and subsidiaries ("RCM"(“RCM” or the "Company"“Company”) are unaudited. The year-end consolidated balance sheet was derived from audited statements but does not include all disclosures required by accounting principles generally accepted in the United States. These statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission pertaining to reports on Form 10-Q and should be read in conjunction with the Company'sCompany’s consolidated financial statements and the notes thereto for the year ended December 31, 201629, 2018 included in the Company'sCompany’s Annual Report Form 10-K for such period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.

The consolidated financial statements for the unaudited interim periods presented include all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of financial position, results of operations and cash flows for such interim periods.

Results for the thirteen and thirty-nine week periods ended September 30, 201728, 2019 are not necessarily indicative of results that may be expected for the full year.

2.Fiscal Year

Fiscal Year
The Company follows a 52/53 week fiscal reporting calendar ending on the Saturday closest to December 31.  The fiscal year ended December 31, 201629, 2018 was a 52-week reporting year.  The third fiscal quarters of 20172019 and 20162018 ended on the following dates, respectively:

Period EndedWeeks in QuarterWeeks in Year to Date
September 30, 201728, 2019ThirteenThirty-Nine
October 1, 2016September 29, 2018ThirteenThirty-Nine

3.2.Use of Estimates and Uncertainties

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenuesrevenue and expenses and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.

The Company uses estimates to calculate an allowance for doubtful accounts on its accounts receivables, adequacy of reserves, goodwill impairment, if any, equity compensation, the tax rate applied and the valuation of certain assets and liability accounts.  These estimates can be significant to the operating results and financial position of the Company.

The Company has risk participation arrangements with respect to workers compensation and health care insurance.  The amounts included in the Company'sCompany’s costs related to this risk participation are estimated and can vary based on changes in assumptions, the Company'sCompany’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 general economy, competition, demand for the Company'sCompany’s services, adverse litigation and claims and the hiring, training and retention of key employees.


89


RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

2.Use of Estimates and Uncertainties (Continued)

Fair Value of Financial Instruments
The Company’s carrying value of financial instruments, consisting primarily of accounts receivable, transit accounts receivable, accounts payable and accrued expenses, and transit accounts payable and borrowings under line of credit approximates fair value due to their liquidity or their short-term nature and the line of credit’s variable interest rate.  The Company does not have derivative products in place to manage risks related to foreign currency fluctuations for its foreign operations or for interest rate changes.

3.Revenue Recognition

The Company records revenue under Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers.  Revenue is recognized when we satisfy a performance obligation by transferring services promised in a contract to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those services.  Performance obligations in our contracts represent distinct or separate service streams that we provide to our customers.

We evaluate our revenue contracts with customers based on the five-step model under ASC 606: (1) Identify the contract with the customer; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to separate performance obligations; and (5) Recognize revenue when (or as) each performance obligation is satisfied.

The Company derives its revenue from several sources.  The Company’s Engineering Services and Information Technology Services segments perform consulting and project solution services.  All of the Company’s segments perform staff augmentation services and derive revenue from permanent placement fees.  The majority of the Company’s revenue is invoiced on a time and materials basis.

The following table presents our revenue disaggregated by revenue source for the thirteen and thirty-nine week periods ended September 28, 2019 and September 29, 2018:

 
Thirteen Week
Periods Ended
 
Thirty-Nine Week
Periods Ended
 
 
September 28,
2019
 
September 29,
2018
 
September 28,
2019
 
September 29,
2018
 
Engineering:        
Time and Material$13,938 $17,601 $41,309 $56,639 
Fixed Fee1,202 1,823 11,469 5,773 
Permanent Placement Services- - - - 
Total Engineering$15,140 $19,424 $52,778 $62,412 
         
Specialty Health Care:        
Time and Material$16,272 $14,760 $63,318 $59,457 
Permanent Placement Services493 347 987 1,142 
Total Specialty Health Care$16,765 $15,107 $64,305 $60,599 
         
Information Technology:        
Time and Material$8,134 $7,925 $25,084 $21,875 
Permanent Placement Services211 103 383 195 
Total Information Technology$8,345 $8,028 $25,467 $22,070 
 $40,250 $42,559 $142,550 $145,081 

10



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

3.Use of Estimates and UncertaintiesRevenue Recognition (Continued)

Fair Value of Financial InstrumentsTime and Material
The Company's carrying valueCompany’s IT and Healthcare segments predominantly recognize revenue through time and material work while its Engineering segment recognizes revenue through both time and material and fixed fee work. The Company’s time and material contracts are typically based on the number of financial instruments, consisting primarilyhours worked at contractually agreed upon rates, therefore revenue associated with these time and materials contracts are recognized based on hours worked at contracted rates. 

Fixed fee
From time to time and predominantly in our Engineering segment, the Company will enter into contracts requiring the completion of accounts receivable, transit accounts receivable,specific deliverables.  The Company has master services agreements with many of its customers that broadly define terms and conditions. Actual services performed under fixed fee arrangements are typically delivered under purchase orders that more specifically define terms and conditions related to that fixed fee project. While these master services agreements can often span several years, the Company’s fixed fee purchase orders are typically performed over six to nine-month periods.  In instances where project services are provided on a fixed-price basis, revenue is recorded in accordance with the terms of each contract.  In certain instances, revenue is invoiced at the time certain milestones are reached, as defined in the contract.  Revenue under these arrangements are recognized as the costs on these contracts are incurred.  On an infrequent basis, amounts paid in excess of revenue earned and recognized are recorded as deferred revenue, included in accounts payable and accrued expenses on the accompanying balance sheets.  In other instances, revenue is billed and transitrecorded based upon contractual rates per hour.  Additionally, some contracts contain “Performance Fees” (bonuses) for completing a contract under budget.  Performance Fees, if any, are recorded when earned.  Some contracts also limit revenue and billings to specified maximum amounts.  Provisions for contract losses, if any, are made in the period such losses are determined.  For contracts where there is a specific deliverable, the work is not complete and the revenue is not recognized, the costs incurred are deferred as a prepaid asset.  The associated costs are expensed when the related revenue is recognized.

Permanent Placement Services
The Company earns permanent placement fees from providing permanent placement services.  These fees are typically based on a percentage of the compensation paid to the person placed with the Company’s client.

Deferred revenue was $288 and $150 at September 28, 2019 and December 29, 2018, respectively and is included in accounts payable and borrowings under lineaccrued expenses in the accompanying consolidated balance sheet at those dates.  Revenue is recognized when the service has been performed.  Deferred revenue may be recognized over a period exceeding one year from the time it was recorded on the balance sheet.  For the thirty-nine week period ended September 28, 2019, the Company recognized revenue of credit approximates fair value due to their liquidity or their short-term nature.  The Company does not have derivative products$150 that was included in place to manage risks related to foreign currency fluctuations for its foreign operations or for interest rate changes.deferred revenue at the beginning of the reporting period.


11


RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

4.Accounts Receivable, Transit Accounts Receivable and Transit Accounts Payable

The Company'sCompany’s accounts receivable are comprised as follows:

September 30,
2017
 
December 31,
2016
 
September 28,
2019
 
December 29,
2018
 
Billed$29,322 $34,463 $25,889 $32,323 
Accrued and unbilled8,911 6,894 17,191 10,383 
Work-in-progress4,770 5,215 3,758 2,252 
Accounts receivable subject to arbitration12,177 8,820 
Allowance for sales discounts and doubtful accounts(1,061)(1,402)(1,545)(1,443)
        
Accounts receivable, net$41,942 $45,170 $57,470 $52,335 

Unbilled receivables primarily represent revenuesrevenue earned whereby those services are ready to be billed as of the balance sheet ending date.  Work-in-progress primarily represents revenuesrevenue earned under contracts which the Company contractually invoices at future dates.

From time to time, the Company'sCompany’s Engineering segment enters into agreements to provide, among other things, construction management and engineering services.  Pursuant to these agreements, the Company a) may engage subcontractors to provide construction or other services; b) typically earns a fixed percentage of the total project value; and c) assumes no ownership or risks of inventory.  Under the terms of the agreements, the Company is typically not required to pay the subcontractor until after the corresponding payment from the Company'sCompany’s end-client is received. Upon invoicing the end-client on behalf of the subcontractor or staffing agency the Company records this amount simultaneously as both a "transit“transit account receivable"receivable” and "transit“transit account payable"payable” as the amount when paid to the Company is due to and generally paid to the subcontractor within a few days. The Company typically does not pay a given transit account payable until the related transit account receivable is collected. The Company'sCompany is typically obligated to pay the subcontractor or staffing agency whether or not the client pays the Company.  The Company’s transit accounts payable generally exceeds the Company'sCompany��s transit accounts receivable but absolute amounts and spreads fluctuate significantly from quarter to quarter in the normal course of business. The transit accounts receivable was $1.7$3.7 million and related transit accounts payable was $3.0$4.5 million, for a net liabilitypayable of $1.3$0.8 million, as of September 30, 2017.28, 2019.  The transit accounts receivable was $4.3$2.6 million and related transit accounts payable was $6.8$2.5 million, for a net liabilityreceivable of $2.5$0.1 million, as of December 31, 2016.29, 2018.

The Company has a dispute with a customer that is a major utility in the United States. Both parties agreed in fiscal 2017 to resolve this dispute through binding arbitration.  Arbitration hearings with this customer started in fiscal 2018.  Essentially, the customer has not paid the balance of accounts receivable the Company believes are owed for certain disputed projects.  As of September 28, 2019 and December 29, 2018, the total amount of outstanding receivables from this customer on these disputed projects was $12.2 million and $8.9 million, respectively, subject to potential upward adjustment in damages claimed in arbitration.  Additionally, as part of the arbitration process, the customer has asserted counter-claims. While the total amount of asserted counter-claims is unknown as of September 28, 2019, the total amount of such counter-claims is anticipated to be at least $10.3 million.  The Company believes these counter-claims are retaliatory in nature.  Prior to the Company asserting its claims, the customer had not asserted any counter-claims.  The Company believes these counter-claims asserted by its customer have no merit and were merely asserted as a strategy to reduce the Company’s own claims in any arbitration award or potential settlement agreement. The Company believes that its accounts receivable balance, subject to reserves, is fully collectible. Furthermore, the Company believes that this arbitration will conclude prior to reporting its fiscal 2019 financial results.  While the Company believes the customer’s counter-claims to be frivolous and without merit, it can give no assurances that it will ultimately not have to pay all or a portion of such counter-claims.  The Company is continuing work on one of the engagements that have given rise to this dispute and also on several engagements from the same client that are not currently part of the arbitration.

912



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

5.Property and Equipment

Property and equipment are stated at cost and are depreciated on the straight-line method at rates calculated to provide for retirement of assets at the end of their estimated useful lives.  The annual rates are 20% for computer hardware and software as well as furniture and office equipment.  Leasehold improvements are amortized over the shorter of the estimated life of the asset or the lease term.

Property and equipment are comprised of the following:

 
September 30,
2017
 
December 31,
2016
Equipment and furniture$912 $1,045
Computers and systems5,981 5,521
Leasehold improvements857 804
 7,750 7,370
    
Less: accumulated depreciation and amortization4,131 3,318
    
Property and equipment, net$3,619 $4,052

 
September 28,
2019
 
December 29,
2018
Computers and systems$6,043 $7,200
Equipment and furniture523 600
Leasehold improvements475 743
 7,041 8,543
    
Less: accumulated depreciation and amortization4,200 5,058
    
Property and equipment, net$2,841 $3,485

The Company periodically writes off fully depreciated and amortized assets.  The Company wrote off fully depreciated and amortized assets of $367$1,803 and $2,677$994 during the thirty-nine week periods ended September 30, 201728, 2019 and October 1, 2016,September 29, 2018, respectively.  Depreciation expense forDuring the thirty-ninethirteen week periods ended September 30, 201728, 2019 and October 1, 2016 was $1,179September 29, 2018, the Company wrote off $183 and $1,114,$283, respectively.

6.Acquisitions

The Company has acquired numerous companies throughout its history and those acquisitions have generally included significant future contingent consideration.  The Company gives no assurance that it will make acquisitions in the future and if they do make acquisitions gives no assurance that such acquisitions will be successful.

Future Contingent Payments
As of September 30, 2017,28, 2019, the Company had fivetwo active acquisition agreements whereby additional contingent consideration may be earned by the former shareholders: 1) effective JulyOctober 1, 2012 the Company acquired certain assets of BGA, LLC ("BGA"); 2) effective August 1, 20142017, the Company acquired all of the stock of Point Comm, Inc. ("PCI"PSR Engineering Solutions d.o.o. Beograd (Voždovac) (“PSR”); 3) and 2) effective July 5, 2015,September 30, 2018, the Company acquired certain assets of Substation Design Services,Thermal Kinetics Engineering, PLLC and Thermal Kinetics Systems, LLC ("SDS"); 4) effective December 31, 2016, the Company acquired certain assets of Allied Health Professionals, LLC ("AHP") and 5) effective April 16, 2017 the Company acquired certain assets of R.A.F. Services, Inc. ("RAF"(together, “TKE”). The Company estimates future contingent payments at September 30, 201728, 2019 as follows:

Fiscal Year EndedEndingTotal
December 30, 201728, 2019 (after September 30, 2017)28, 2019)$992        -
January 2, 2021388
January 1, 20221,754
December 30, 201831, 2022240919
Estimated future contingent consideration payments$1,2323,061

1013



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

6.Acquisitions (Continued)

Future Contingent Payments (Continued)

Estimates of future contingent payments are subject to significant judgment and actual payments may materially differ from estimates.  Potential futurefuture contingent payments to be made to all active acquisitions after September 28, 2019 are capped at a cumulative maximum of $2.9$6.3 million.  The Company estimates future contingent consideration in payments based on forecasted performance and recorded at the net presentfair value of those expected payments as of September 30, 2017.28, 2019.  During the thirty-nine week period ended September 28, 2019, the Company measured the intangibles acquired at fair value on a non-recurring basis.  Contingent consideration related to acquisitions are recorded at fair value (level 3) with changes in fair value recorded in other (expense) income, net.

For acquisitions that involve contingent consideration, the Company records a liability equal to the fair value of the estimated contingent consideration obligation as of the acquisition date. The measurement isCompany determines the acquisition date fair value of the contingent consideration based on significantthe likelihood of paying the additional consideration. The fair value is estimated using projected future operating results and the corresponding future earn-out payments that can be earned upon the achievement of specified operating objectives and financial results by acquired companies using Level 3 inputs thatand the amounts are not observablethen discounted to present value. These liabilities are measured quarterly at fair value, and any change in the market,fair value of the contingent consideration liability is recognized in the consolidated statements of comprehensive income. During the measurement period, which "Fair Value Measurementsmay be up to one year from the acquisition date, the Company records adjustments to the assets acquired and Disclosures" (ASU Topic 820-10-35) refersliabilities assumed with the corresponding adjustment to as Level 3 inputs.goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the consolidated statements of comprehensive income.

The Company paid $0.8 million in contingent consideration of $0.6 million and $0.3 million during both of the thirty-nine week periods ended September 30, 201728, 2019 and October 1, 2016.September 29, 2018, respectively.

AHPTKE
Effective December 31, 2016,September 30, 2018, the Company acquired the business operations of Allied Health Professionals,Thermal Kinetics Engineering, PLLC, a New York professional limited liability company and Thermal Kinetics Systems, LLC, ("AHP"a New York limited liability company (together, “TKE”). AHP was a Chicago area healthcare staffingTKE is an established Buffalo-based engineering company providing physical therapists, occupational therapistsfull service process equipment supply, engineering, development and speech language pathologists to hospitals, rehabilitation centers, schoolsdesign services for construction and outpatient programs. The Company expectsindustrial customers.  TKE provides engineering services on construction and industrial processes.  TKE engineers and builds optimal thermal integrations and unique separations approaches for industrial processes and equipment, with clients primarily in the AHP acquisition tochemical, oil and gas, renewable fuels, pharmaceutical, and industrial manufacturing industries. TKE will complement its Chicago area operations which formerly provided primarily nurses to the Chicago Public School system. AHP will add new clients and expand the Company's serviceCompany’s services offerings, inproviding a stronger depth of experienced engineering resources and capabilities.  The Company estimated the Chicago area.  The purchase price for AHP was $695, all of which was allocated to goodwill, payable as follows: 1) cash of $275 paid in January 2017; 2) an unsecured note payable of $280contingent consideration to be paid to TKE as of the acquisition date and indicated such estimate resulted in quarterly installments through October 2018;a preliminary purchase price and 3) maximumallocation. Those estimates were highly dependent on uncertain estimates. The Company has finalized the purchase price by reducing its original estimate of contingent consideration of $140 tied to certain gross profit targets and, if earned, payable in 2018.

RAF
Effective April 16, 2017, the Company acquired the business operations of R.A.F. Services, Inc. ("RAF"). RAF has been in business since 1991 as a multi-disciplined engineering and consulting and design company headquartered on Long Island.by $1.2 million. The firm has been providing Engineering, Design, Permitting, Inspection and Construction Management services to the utility, industrial, commercial, and property management industries. RAF specializes in turnkey above ground tank inspection, repair and cleaning services, as well as concrete, steel, masonry, and roofing routine maintenance inspection and design. The purchase price for RAF was $133, all of which was allocated to goodwill as follows: 1) assumed liabilities of $123; and 2)final estimated contingent consideration of $10, expected to be paid in fiscal 2018.

7.Goodwill

Goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired in business combinations.  The Companyand liabilities assumed is required to assess the carrying value of its reporting units that contain goodwill at least on an annual basis.  The Company has the option to first assess qualitative factors to determine whether it is necessary to perform a two-step impairment test.  If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than the carrying value, the quantitative impairment test is required.  The Company formally assesses these qualitative factors, and if necessary, conducts its annual goodwill impairment test as of the last day of the Company's fiscal November each year or if indicators of impairment exist.  During all periods presented, the Company determined that the existing qualitative factors did not suggest that an impairment of goodwill exists.  Since there have been no indicators of impairment, the Company has not performed a quantitative impairment test.follows:


Cash$1,066
Common stock of the Company1,878
Contingent consideration, at fair value1,757
Total consideration $4,701

1114



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

7.6.GoodwillAcquisitions (Continued)

The shareholders of TKE are eligible to receive post-closing contingent consideration upon the business exceeding certain base levels of operating income, potentially earned over three years.  The amount recorded for the contingent consideration represents the acquisition date fair value of expected consideration to be paid based on TKE’s forecasted operating income during the three year period. Expected consideration was valued based on different possible scenarios for projected operating income.  Each case was assigned a probability which was used to calculate an estimate of the forecasted future payments.  Then a discount rate was applied to these forecasted future payments to determine the acquisition date fair value to be recorded.  At the time of the acquisition, the book and tax basis of assets and liabilities acquired are the same. The acquisition has been accounted for under the purchase method of accounting. The total purchase price has been allocated as follows:

Fixed assets$12
Restricted covenants50
Customer relationships720
Goodwill4,669
Less: net liabilities assumed(750)
Total consideration $4,701

The results of operations of TKE have been included in the consolidated statement of operations as of the effective date of acquisition. The following revenue and operating loss of TKE are included in the Company’s consolidated results of operations:
 Thirteen Week Thirty-Nine Week 
 
Period Ended
September 28, 2019
 
Period Ended
September 28,
2019
 
Revenue$398 $3,761 
Operating loss($236)($63)

The following table represents the pro forma revenue and earnings for the thirteen and thirty-nine week periods ended September 29, 2018:
 Thirteen Week Period Ended September 29, 2018 Thirty-Nine Week Period Ended September 29, 2018 
 Historical 
Pro Forma Combined
(Unaudited)
 
 
 
Historical
 
Pro Forma Combined
(Unaudited)
 
Revenue$42,559 $44,352 $145,081 $150,161 
Operating income$1,232 $1,538 $3,842 $4,760 
Diluted net income per share$0.06 $0.07 $0.17 $0.22 

The combined pro forma revenue and operating income for the quarter ended September 29, 2018 was prepared as though the TKE Acquisition had occurred as of January 1, 2018. The pro forma results do not include any anticipated cost synergies or other effects of the planned integration of TKE. This summary is not necessarily indicative of what the results of operations would have been had the TKE Acquisition occurred during such period, nor does it purport to represent results of operations for any future periods.



15



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

7.Goodwill

Goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired in business combinations.  The Company tests goodwill for impairment on an annual basis as of the last day of the Company's fiscal year or more frequently if events occur or circumstances change indicating that the fair value of goodwill may be below the carrying amount.  The Company has determined that no indicators of impairment of goodwill existed during the thirty-nine week periods ended September 28, 2019 and September 29, 2018.

The changes in the carrying amount of goodwill occurred duringfor the thirty-nine week period ended September 30, 2017:28, 2019 are as follows:
 Engineering Specialty Health Care 
Information
Technology
 
 
Total
        
Balance as of December 31, 2016$4,411 $2,398 $5,516 $12,325
        
Goodwill recorded, RAF133 - - 133
        
Balance as of September 30, 2017$4,544 $2,398 $5,516 $12,458

 Engineering Specialty Health Care 
Information
Technology
 
 
Total
 
Balance as of December 29, 2018$13,096 $2,398 $2,038 $17,532 
Adjustment to final TKE purchase price(1,178)- - (1,178)
Balance as of September 28, 2019$11,918 $2,398 $,2038 $16,354 

8.Intangible 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 the Company determines that it is probable that undiscounted future cash flows will not be sufficient to recover an asset'sasset’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.  The Company'sCompany’s intangible assets consist of customer relationships and non-compete agreements.  During all periods presented, the Company determined that no impairment of intangible assets exists.

The following table reflectsAll of the activity for netCompany’s intangible assets excludingare associated with the Engineering segment.  Intangible assets other than goodwill which is substantially attributable to the Company's Engineering segment,are amortized over their useful lives.  Intangible assets are carried at cost, less accumulated amortization.

 Thirty-Nine Week Periods Ended 
 
September 28,
2019
 December 29, 2018 
Restricted covenants$32 $51 
Customer relationships464 692 
     
Total intangible assets$496 $743 

Amortization expense of intangible assets for the thirty-nine week periods presented:ended September 28, 2019 and September 29, 2018 was $247 and $40, respectively.  During the thirteen week periods ended September 28, 2019 and September 29, 2018, amortization expense of intangible assets was $82 and $7, respectively.

 Thirty-Nine Weeks Ended 
 
September 30,
2017
 
October 1,
2016
 
Beginning balance$171 $252 
     
Amortization of intangibles during the
   thirty-nine week period presented
(50
 
)
(63
 
)
     
Ending balance$121 $189 

9.Line of Credit

The Company and its subsidiaries are party to a loan agreementamended and restated its Revolving Credit Facility with Citizens Bank of Pennsylvania whichon October 18, 2019.  As amended and restated, the Revolving Credit Facility provides for a $35$45.0 million revolving credit facility, and includes ahas no sub-limit of $5 million for letters of credit, (the "Revolving Credit Facility") and expires December 11, 2019.  The Revolving Credit Facility has been amended several times, most recently pursuant to the Seventh Amendment entered into on MarchAugust 8, 2017 when the Company was granted a waiver that expressly excludes $1.3 million of certain legal settlement and office closure expenses in the calculation of the Company's loan covenants. 2023.

16


RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

9.Line of Credit (Continued)

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, typically borrowed in fixed 30-day increments or (ii) the agent bank'sbank’s prime rate generally borrowed over shorter durations.  The Company also pays unused line fees based on the amount of the Revolving Credit Facility that is not drawn.  Unused line fees are recorded as interest expense.  The effective weighted average interest rate, including unused line fees, for the thirty-nine week periodperiods ended September 30, 2017 was 2.6%.
12



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

9.Line of Credit (Continued)
28, 2019 and September 29, 2018 were 4.6% and 3.8%, respectively.

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 a covenant that restricts on the Company'sCompany’s ability to borrow in order to pay dividends.  As of September 30, 2017,28, 2019, the Company was in compliance with all covenants contained in itsthe Revolving Credit Facility.

Borrowings under the line of credit as of September 30, 201728, 2019 and December 31, 201629, 2018 were $9.5$31.7 million and $14.3$27.5 million, respectively.  At September 30, 201728, 2019 and December 31, 201629, 2018 there were letters of credit outstanding for $0.8$1.6 million.  At September 30, 2017,28, 2019, the Company had availability for additional borrowings under the Revolving Credit Facility of $24.7$11.7 million.

10.Per Share Data

The Company uses the treasury stock method to calculate the weighted-average shares used for diluted earnings per share.  The number of common shares used to calculate basic and diluted earnings per share for the thirteen and thirty-nine week periods ended September 30, 201728, 2019 and October 1, 2016September 29, 2018 was determined as follows:

 Thirteen Week Periods Ended Thirty-Nine Week Periods Ended
 
September 30,
2017
 
October 1,
2016
 
September 30,
2017
 
October 1,
2016
        
Basic weighted average shares
  outstanding
12,009,181 12,295,493 11,972,600 12,380,617
Dilutive effect of outstanding stock
   options and restricted stock awards
141,914 136,150 116,610 102,817
Weighted average dilutive shares
   outstanding
12,151,095 12,431,643 12,089,210 12,483,434
 Thirteen Week Periods Ended Thirty-Nine Week Periods Ended
 
September 28,
2019
 
September 29,
2018
 
September 28,
2019
 
September 29,
2018
Basic weighted average shares
   outstanding
12,955,198 12,284,727 12,897,303 12,254,415
Dilutive effect of outstanding restricted
   share units
63,416 32,723 53,628 24,165
Weighted average dilutive shares
   outstanding
13,018,614 12,317,450 12,950,931 12,278,580

ThereFor all periods presented, there were 15,000 and 42,500 absoluteno anti-dilutive shares not included in the calculation of common stock equivalents for the thirty-nine week periods ended September 30, 2017 and October 1, 2016, respectively.  Theseas there were determined to be anti-dilutive because the exercise prices of these shares for the periods were higher than the average market price of the Company's commonno stock for the same periods.options outstanding.

Unissued shares of common stock were reserved for the following purposes:

 
September 30,
2017
 
December 31,
2016
    
Exercise of options outstanding17,000 42,000
Time-based restricted stock units outstanding212,734 197,734
Performance-based restricted stock units outstanding400,000 200,000
Future grants of options or shares379,266 619,266
Shares reserved for employee stock purchase plan177,280 268,211
    
Total1,186,280 1,327,211

 
September 28,
2019
 
December 29,
2018
Time-based restricted stock units outstanding120,372 147,372
Performance-based restricted stock units outstanding320,000 200,000
Future grants of options or shares267,551 442,699
Shares reserved for employee stock purchase plan267,877 386,403
    
Total975,800 1,176,474

1317



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

11.Share-Based Compensation

At September 30, 2017,28, 2019, the Company had threetwo share-based employee compensation plans.  The Company measures the fair value of share-based awards, if and when granted, based on the Black-Scholes method and using the closing market price of the Company'sCompany’s common stock on the date of grant.  Awards vest over periods ranging from one to three years and expire within 10 years of issuance.  Share-based compensation expense related to time-based awards is amortized in accordance with applicable vesting periods using the straight-line method.  The Company vestsexpenses performance-based awards only when the performance metrics are likely to be achieved and the associated awards are therefore likely to vest.  Performance-based share awards that are likely to vest are also expensed on a straight-line basis over the vesting period but may vest on a retroactive basis or be reversed, depending on when it is determined that they are likely to vest, or in the case of a reversal when they are later determined to be unlikely to vest.

Share-basedThe Company recognized share-based compensation expense of $591$472 and $614 was recognized for the thirty-nine week periods ended September 30, 2017 and October 1, 2016, respectively.  Share based compensation$322 for the thirty-nine week periodperiods ended September 30, 2017 did not include any28, 2019, and September 29, 2018, respectively.  During the thirteen week periods ended September 28, 2019 and September 29, 2018, share based compensation expense associated withwas $24 and $121, respectively.  As of September 28, 2019, all performance-based restricted stock units since theyoutstanding were deemed as of September 30, 2017, determined to be unlikely to vest.

As of September 30, 2017,28, 2019, the Company had approximately $0.3$0.1 million of total unrecognized compensation cost related to all time-based non-vested share-based awards granted under the Company's various share-based plans, which theand performance-based restricted stock units outstanding and deemed as likely to vest. The Company expects to recognize this expense over approximately a two-year period.two years.  These amounts do not include a) performance-based restricted stock units deemed unlikely to vest, b) the cost of any additional share-based awards that may be granted in future periods or c) the impact of any potential changes in the Company'sCompany’s forfeiture rate.

Incentive Share-Based Plans

2007 Omnibus Equity Compensation Plan (the 2007 Plan)

The 2007 Plan, approved by the Company's stockholders in June 2007, provides for the issuance of up to 700,000 shares of the Company's common stock to officers, non-employee directors, employees of the Company and its subsidiaries or consultants and advisors utilized by the Company.  As of September 30, 2017, under the 2007 Plan, options to purchase 17,000 shares of common stock were outstanding.  The 2007 Plan has expired therefore no shares are available for grant thereunder.

2014 Omnibus Equity Compensation Plan (the 2014 Plan)

The 2014 Plan, approved by the Company's stockholdersCompany’s shareholders in December 2014, provides for the issuance of up to 625,000 shares of the Company'sCompany’s common stock to officers, non-employee directors, employees of the Company and its subsidiaries or consultants and advisors utilized by the Company.  In fiscal 2016, the Company amended and restated the 2014 Plan with shareholder approval to increase the aggregate number of shares of stock reserved for issuance under the Plan by an additional 500,000 shares so that the total number of shares of stock reserved for issuance under the Plan is 1,125,000 shares.  The expiration date of the Plan is December 1, 2026.  The Compensation Committee of the Board of Directors determines the vesting period at the time of grant.

As of September 30, 2017,28, 2019, under the 2014 Plan, 612,734120,372 time-based and 320,000 performance-based restricted stockshare units were outstanding including 400,000 performance-based restricted stock units the Company currently deems unlikely to vest, and 379,266267,551 shares were available for awards thereunder.

14



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

11.Share-Based Compensation (Continued)

Incentive Share-Based Plans (Continued)

Employee Stock Purchase Plan

The Company implemented the 2001 Employee Stock Purchase Plan (the "Purchase Plan"“Purchase Plan”) with shareholder approval, effective January 1, 2001.  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 shares of common stock through payroll deductions for up to 10% of qualified compensation.


18



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

11.Share-Based Compensation (Continued)

Incentive Share-Based Plans (Continued)

Employee Stock Purchase Plan (Continued)

In fiscal 2015, the Company amended the Purchase Plan with shareholder approval to increase the aggregate number of shares of stock reserved for issuance or transfer under the Plan by an additional 300,000 shares so that the total number of shares of stock reserved for issuance or transfer under the Plan shall be 1,100,000 shares and to extend the expiration date of the Plan to December 31, 2025.  In fiscal 2018, the Company amended the Purchase Plan with shareholder approval to increase the aggregate number of shares of stock reserved for issuance or transfer under the Plan by an additional 300,000 shares so that the total number of shares of stock reserved for issuance or transfer under the Plan shall be 1,400,000 shares.

The Company has two offering periods in the Purchase Plan coinciding with the Company'sCompany’s first two fiscal quarters and the last two fiscal quarters.  Actual shares are issued on the first business day of the subsequent offering period for the prior offering period payroll deductions.  The number of shares issued at the beginning of the current period (on July 3, 2017)1, 2019) was 47,183.59,075.  As of September 30, 2017,28, 2019, there were 177,280267,877 shares available for issuance under the Purchase Plan.

Stock Option Awards

There were no options granted during both thirty-nine week periods ended September 30, 2017 and October 1, 2016.  Activity regarding outstanding options for the thirty-nine week period ended September 30, 2017 is as follows:

 All Stock Options Outstanding 
 
 
 
Shares
 
Weighted Average
Exercise Price
 
 
Options outstanding as of December 31, 201642,000 $8.27 
Options granted-   
Options exercised-   
Options forfeited/cancelled(25,000)  
     
Options outstanding as of September 30, 201717,000 $6.00 
     
Options outstanding price range at September 30, 2017$5.27 - $6.10   
     
Options exercisable as of September 30, 201717,000 $6.00 
     
Intrinsic value of outstanding stock options as of
   September 30, 2017
$1   

As of September 30, 2017, the Company had approximately $0 of total unrecognized compensation cost related to all non-vested stock option awards.
15



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

11.Share-Based Compensation (Continued)

Time-Based Restricted Stock Units

From time-to-time the Company issues time-based restricted stock units.  These time-based restricted stock units typically include dividend accrual equivalents, which means that any dividends paid by the Company during the vesting period become due and payable after the vesting period assuming the grantee'sgrantee’s restricted stock unit fully vests.  Dividends for these grants are accrued on the dividend payment dates and included in accounts payable and accrued expenses on the accompanying consolidated balance sheet.  As of September 28, 2019, there was $40 in accrued dividends.  Dividends for time-based restricted stock units that ultimately do not vest are forfeited.

To date, the Company has only issued time-based restricted stock units only under its 2007 Omnibus Equity Compensation Plan and the 2014 Plan.  The 2007 Plan has expired and 2014 Plans.there are no time-based restricted stock units outstanding thereunder.  The following summarizes the activity in the time-based restricted stock units under the 2007 and 2014 PlansPlan during the thirty-nine week period ended September 30, 2017:28, 2019:

Number of
Time-Based
Restricted
Stock Units
 
Weighted
Average
Grant Date Fair
Value per Share
Number of
Time-Based
Restricted
Stock Units
 
Weighted
Average
Grant Date Fair
Value per Share
Outstanding non-vested at December 31, 2016197,734 $7.33
Outstanding non-vested at December 29, 2018147,372 $4.46
Granted40,000 $5.0520,000 $3.73
Vested(25,000)$5.41(35,000)$4.41
Forfeited or expired- -(12,000)$5.84
Outstanding non-vested at September 30, 2017212,734 $7.12
Outstanding non-vested at September 28, 2019120,372 $4.22

Based on the closing price of the Company'sCompany’s common stock of $5.72$3.04 per share on September 29, 201727, 2019 (the last trading day prior to September 30, 2017)28, 2019), the intrinsic value of the time-based non-vested restricted stock units at September 30, 201728, 2019 was approximately $1.2 million.$366.  As of September 30, 2017,28, 2019, there was approximately $0.3 million$138 of total unrecognized compensation cost related to time-based restricted stock units, which is expected to be recognized over the vesting period of the restricted stock units.

19


RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

11.Share-Based Compensation (Continued)

Performance Based Restricted Stock Units

From time-to-time the Company issues performance-based restricted stock units to its executives.  Performance-based restricted stock units are typically vested based on certain multi-year performance metrics as determined by the Board of Directors Compensation Committee. These performance-based restricted stock units typically include dividend accrual equivalents, which means that any dividends paid by the Company during the vesting period become due and payable after the vesting period on any stock units that actually vest, if any.  Dividends for these grants are accrued on the dividend payment dates and included in accounts payable and accrued expenses on the accompanying consolidated balance sheet.  As of September 28, 2019, there were no accrued dividends.  Dividends for performance-based restricted stock units that ultimately do not vest are forfeited.  
16



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

11.Share-Based Compensation (Continued)

Performance Based Restricted Stock Units (Continued)

To date, the Company has only issued performance-based restricted stock units only under the 2014 Plan.  The following summarizes the activity in the performance-based restricted stock units during 2017:the thirty-nine week period ended September 28, 2019:

Number of
Performance-Based
Restricted
Stock Units
 
 
Weighted
Average
Grant Date Fair
Value per Share
Number of
Performance-Based
Restricted
Stock Units
 
 
Weighted
Average
Grant Date Fair
Value per Share
Outstanding non-vested at December 31, 2016200,000 $5.36
Outstanding non-vested at December 29, 2018200,000 $5.06
Granted200,000 $4.85167,148 $4.35
Vested- -(47,148)$3.69
Forfeited or expired- -- $     -
Outstanding non-vested at September 30, 2017400,000 $5.11
Outstanding non-vested at September 28, 2019320,000 $4.82

As of September 30, 2017,28, 2019, the Company currently considers the metrics related to 400,000 of the total outstanding 320,000 performance-based restricted stock units as unlikely to be achieved, thus no performance condition is probable of achievement and no compensation cost has been recognized on the performance-based restricted stock units.achieved. The Company will reassess at each reporting date whether achievement of any performance condition is probable and would begin recognizing additional compensation cost if and when achievement of the performance condition becomes probable.  The Company will then recognize the appropriate expense cumulatively in the year performance becomes probable and recognize the remaining compensation cost over the remaining requisite service period. If at a later measurement date the Company determines that performance-based restricted stock units deemed as likely to vest are deemed as unlikely to vest, the expense recognized will be reversed.  As of September 28, 2019, there was approximately $1.5 million of total unrecognized compensation cost related to performance-based restricted stock units deemed likely to vest. 

12.Treasury Stock Transactions

On October 28, 2013, the Board of Directors authorized a repurchase program to purchase up to $5.0 million of outstanding shares of common stock at the prevailing market prices, from time to time over the subsequent 12-month period.  On September 30, 2014, the Board extended this repurchase program through October 31, 2015.  On September 11, 2015, the Board extended this repurchase program through December 31, 2016.  On August 9, 2016, the Board authorized an additional $5.0 million to the repurchase program and extended this repurchase program through December 31, 2017.  DuringFor both the thirty-nine week periods ended September 30, 201728, 2019 and October 1, 2016,September 29, 2018, the Company purchased 59,312 shares at an average price of $6.16 per share and 357,250 shares at an average price of $5.54, respectively.  As of September 30, 2017, the Company has $2.5 million available for future treasury stock purchases.

17



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

13.New Accounting Standards

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers," to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations," which further clarifies the implementation guidance on principal versus agent considerations," and in April 2016, the FASB issued ASU 2016-10, "Revenue from contracts with customers (Topic 606): Identifying performance obligations and licensing," an update on identifying performance obligations and accounting for licenses of intellectual property. Additionally, in May 2016, the FASB issued ASU 2016-12, "Revenue from contracts with customers (Topic 606): Narrow-scope improvements and practical expedients," which includes amendments for enhanced clarification of the guidance.  In December 2016, the FASB issued ASU 2016-20, "Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers," which continues the FASB's ongoing project to issue technical corrections and improvements to clarify the codification or correct unintended application of guidance. From the results of the preliminary review, the Company believes the impact of adopting the updated standard will not have a material impact on the Company.  Over 90% of the Company's revenues are generated through time and material invoicing.  The clients are invoiced after the hours have been worked and/or the material has been delivered and accepted.  The remaining revenue relates to long term projects.  The Company recognizes revenue on these projects using the percentage of completion method.  The Company reviewed the five-step process for revenue recognition and believes its current method of recognizing revenue on these long term projects would not materially change upon adoption due to the value provided to the customer during the project.

The guidance is effective for fiscal years beginning on or after December 15, 2017 including interim periods within those fiscal years and early adoption is permitted. We are continuing to evaluate the effect the adoption will have on our consolidated financial statements.  The Company expects to adopt this update in its fiscal 2018 first quarter using the modified retrospective approach.

In February 2016 the FASB issued ASU No. 2016-02, Leases (Topic 842), which amended guidance for lease arrangements in order to increase transparency and comparability by providing additional information to users of financial statements regarding an entity's leasing activities. The revised guidance seeks to achieve this objective by requiring reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements. The guidance, which is required to be adopted in the first quarter of 2019, will be applied on a modified retrospective basis beginning with the earliest period presented. Early adoption is permitted. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting.  ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows.  Additionally, In May of 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718).  ASU 2017-09 clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting under ASC 718. The Company adopted ASU 2016-09 in its fiscal 2017 first quarter.  It did not have a material impact.  ASU 2017-09 is effective for annualan active stock purchase program and interim reporting periods beginning after December 15, 2017.  Early adoption is permitted.  The Company will adopt ASU 2017-10 in its consolidated financial statements in the first quarter of fiscal 2018.  It istherefore did not expected to have a material impact.purchase any treasury shares. 

18



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

13.New Accounting Standards (Continued)
13.   New Accounting Standards and Updates from the Securities Exchange Commission (“SEC”)

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2018,2019, including interim periods within those fiscal years.  The Company is currently evaluating this guidancedoes not expect the adoption of ASU 2016-13 to determine thehave a material impact it may have on its consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies how certain cash receipts and payments should be presented in the statement of cash flows. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted, provided that all of the amendments are adopted in the same period.  The guidance requires application using a retrospective transition method.   The Company will adopt ASU 2016-15 in its consolidated financial statements in the first quarter of fiscal 2018.  It is not expected to have a material impact.

In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations" (Topic 805) to clarify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.  The guidance is effective for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years.  Early adoption is permitted under certain circumstances.   The Company will adopt ASU 2017-01 in its consolidated financial statements in the first quarter of fiscal 2018.  It is not expected to have a material impact. 

In January 2017, the FASB issued ASU No. 2017-04, "Intangibles – Goodwill and Other" (Topic 350). The objective of Phase 1 of the project, which resulted in this Update, is to simplify the testing of goodwill for impairment by eliminating Step 2 from the goodwill impairment test.  The guidance is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 including interim periods within those fiscal years.  Early adoption is permitted.   The Company is evaluating the impact that adoption of this guidance will have on its consolidated financial statements. 


1920



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

14.Segment Information

The Company follows "Disclosures“Disclosures about Segments of an Enterprise and Related Information," which establishes standards for companies to report information about operating segments, geographic areas and major customers.  The accounting policies of each reportable segment are the same as those described in the summary of significant accounting policies (see(see Note 1 to the Company'sCompany’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2016)29, 2018).

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 reportable segments consistent with the Company'sCompany’s management system:

Thirteen Week Period Ended
September 30, 2017
 
Engineering
 Specialty Health Care 
Information
Technology
 
 
Corporate
 
 
Total
          
Revenue$21,708 $14,335 $7,784 $   - $43,827
          
Cost of services15,533 10,805 5,771 - 32,109
          
Gross profit6,175 3,530 2,013 - 11,718
          
Selling, general and administrative3,968 3,750 1,982 - 9,700
          
Depreciation and amortization297 86 39 - 422
          
Operating income (loss)$1,910 ($306)($8)$   - $1,596
          
Total assets as of September 30, 2017$33,721 $16,178 $10,212 $3,937 $64,048
Capital expenditures$138 $44 $   - $13 $195


Thirteen Week Period Ended
October 1, 2016
 
Engineering
 Specialty Health Care 
Information
Technology
 
 
Corporate
 
 
Total
         
Thirteen Week Period Ended
September 28, 2019
 
Engineering
 Specialty Health Care 
Information
Technology
 
 
Corporate
 
 
Total
Revenue$17,591 $12,035 $10,069 $   - $39,695$15,140 $16,765 $8,345 $   - $40,250
         
Cost of services13,292 8,924 7,335 - 29,55110,984 12,795 5,856 - 29,635
         
Gross profit4,299 3,111 2,734��- 10,1444,156 3,970 2,489 - 10,615
         
Selling, general and administrative3,606 3,151 2,577 - 9,3342,996 4,205 2,297 - 9,498
         
Depreciation and amortization281 59 48 - 388293 74 19 - 386
         
Operating income$412 ($99)$109 $   - $422
         
Total assets as of October 1, 2016$34,019 $15,770 $12,336 $3,767 $65,892
Operating income (loss)$867 ($309)$173 $   - $731
Total assets as of September 28, 2019$53,639 $25,822 $7,773 $4,506 $91,740
Capital expenditures$61 $   - $10 $4 $75($11)$2 $19 $53 $63



Thirteen Week Period Ended
September 29, 2018
 
Engineering
 Specialty Health Care 
Information
Technology
 
 
Corporate
 
 
Total
Revenue$19,424 $15,106 $8,029 $   - $42,559
Cost of services14,049 11,665 5,857 - 31,571
Gross profit5,375 3,441 2,172 - 10,988
Selling, general and administrative3,780 3,648 1,984 - 9,412
Depreciation and amortization236 85 23 - 344
Operating income (loss)$1,359 ($292)$165 $   - $1,232
Total assets as of September 29, 2018$40,643 $18,874 $7,110 $6,801 $73,428
Capital expenditures$465 $151 $90 $110 $816

2021



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

14.Segment Information (Continued)


Thirty-Nine Week Period Ended
September 30, 2017
 
Engineering
 Specialty Health Care 
Information
Technology
 
 
Corporate
 
 
Total
          
Revenue$61,517 $49,212 $24,951 $   - $135,680
          
Cost of services44,598 37,069 18,430 - 100,097
          
Gross profit16,919 12,143 6,521 - 35,583
          
Selling, general and administrative12,184 11,429 6,479 - 30,092
          
Change in contingent consideration- - - 781 781
          
Depreciation and amortization863 246 120    - 1,229
          
Operating income (loss)$3,872 $468 ($78)($781)$3,481
          
Total assets as of September 30, 2017$33,721 $16,178 $10,212 $3,937 $64,048
Capital expenditures$247 $459 $   - $41 $747


Thirty-Nine Week Period Ended
October 1, 2016
 
Engineering
 Specialty Health Care 
Information
Technology
 
 
Corporate
 
 
Total
         
Thirty-Nine Week Period Ended
September 28, 2019
 
Engineering
 Specialty Health Care 
Information
Technology
 
 
Corporate
 
 
Total
Revenue$55,019 $43,465 $33,766 $   - $132,250$52,778 $64,305 $25,467 $   - $142,550
         
Cost of services40,859 32,012 24,455 - 97,32638,666 49,395 18,554 - 106,615
         
Gross profit14,160 11,453 9,311 - 34,92414,112 14,910 6,913 - 35,935
         
Selling, general and administrative11,355 10,202 8,419 - 29,97610,486 12,990 6,689 - 30,165
         
Depreciation and amortization840 188 149 - 1,177879 250 62 - 1,191
         
Operating income$1,965 $1,063 $743 $   - $3,771$2,747 $1,670 $162 $   - $4,579
         
Total assets as of October 1, 2016$34,019 $15,770 $12,336 $3,767 $65,892
Total assets as of September 28, 2019$53,639 $25,822 $7,773 $4,506 $91,740
Capital expenditures$516 $128 $58 $30 $732$76 $107 $36 $82 $301


The Company derives a majority of its revenue from offices in the United States.  Revenues reported for each operating segment are all from external customers.  The Company is domiciled in the United States and its segments operate in the United States, Canada and Puerto Rico. Revenues by geographic area for the thirteen and thirty-nine week periods ended September 30, 2017 and October 1, 2016 are as follows: 
Thirty-Nine Week Period Ended
September 29, 2018
 
Engineering
 Specialty Health Care 
Information
Technology
 
 
Corporate
 
 
Total
Revenue$62,412 $60,599 $22,070 $   - $145,081
Cost of services45,706 46,822 16,275 - 108,803
Gross profit16,706 13,777 5,795 - 36,278
Selling, general and administrative12,006 12,255 5,648 - 29,909
Depreciation and amortization785 294 77 - 1,156
Severance, professional fees and
   other charges
- - - 1,371 1,371
Operating income (loss)$3,915 $1,228 $70 ($1,371)$3,842
Total assets as of September 29, 2018$40,643 $18,874 $7,110 $6,801 $73,428
Capital expenditures$856 $207 $108 $243 $1,414
2122



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

14.Segment Information (Continued)

  Thirteen Week Periods Ended Thirty-Nine Week Periods Ended 
  September 30, 2017 
October 1,
2016
 September 30, 2017 
October 1,
2016
 
Revenues        
 U. S.$34,207 $32,851 $110,083 $110,158 
 Canada8,703 5,545 22,420 18,149 
 Puerto Rico917 1,299 3,177 3,943 
  $43,827 $39,695 $135,680 $132,250 
The Company derives a majority of its revenue from offices in the United States.  Revenue reported for each operating segment are all from external customers.  The Company is domiciled in the United States and its segments operate in the United States, Canada, Puerto Rico and Serbia. Revenue by geographic area for the thirteen and thirty-nine week periods ended September 28, 2019 and September 29, 2018 are as follows:

  Thirteen Week Periods Ended Thirty-Nine Week Periods Ended 
  September 28, 2019 September 29, 2018 September 28, 2019 September 29, 2018 
Revenue        
 U. S.$34,810 $34,729 $124,356 $118,364 
 Canada3,682 6,308 12,770 21,942 
 Puerto Rico1,215 1,113 3,627 3,142 
 Serbia543 409 1,797 1,633 
  $40,250 $42,559 $142,550 $145,081 

Total assets by geographic area as of the reported periods are as follows:

 
September 30,
2017
 
December 31,
2016
 
Total assets    
 U. S.$45,895 $53,842 
 Canada16,227 13,953 
 Puerto Rico1,926 2,036 
  $64,048 $69,831 
 September 28, 2019 December 29, 2018 
Total assets    
 U. S.$72,814 $61,417 
 Canada12,316 14,230 
 Puerto Rico1,997 1,954 
 Serbia4,616 3,909 
  $91,740 $81,510 

15.Income Taxes

The projected fiscal 2017 effectiveCompany recognized $0.3 million of income tax rates as of September 30, 2017 and applied to income before any discrete permanent differenceexpense for the thirty-nine week period ended September 30, 2017 are approximately 42.5% and 26.5% in28, 2019, as compared to an income tax expense of $0.7 million for the United States and Canada, respectively, and yieldedcomparable prior year period.  The Company recognized a tax benefit of $0.6 million during the Company’s first fiscal quarter of 2019 due to a verbal settlement with the U.S. Internal Revenue Service regarding an uncertain tax position from a previous tax year. Otherwise, the consolidated effective income tax rate before any discrete permanent difference of approximately 34.7% for the thirty-nine weekcurrent period ended September 30, 2017.  Forwas 25.9% as compared to 25.8% for the comparable prior year period estimatedperiod. Not including the discrete tax benefit of $0.6 million due to the verbal settlement, the projected fiscal 2019 income tax rates as of September 28, 2019 were 41.9%approximately 28.3%, 26.5% and 26.5%15.0% in the United States, Canada and Canada, respectively, and yielded a consolidated effective income tax rate of approximately 41.2% for the thirty-nine week period ended October 1, 2016.Serbia, respectively. The relative income or loss generated in each jurisdiction can materially impact the overall effective income tax rate of the Company.Company, particularly the ratio of Canadian and Serbian pretax income versus U.S. pretax income.  The Company experiencedcomparable prior year period estimated income tax rates were 28.1%, 26.5% and 15.2% in the United States, Canada and Serbia, respectively, and yielded a discrete permanent difference of $0.8 million because of increases to contingent consideration.  The Company'sconsolidated effective income tax rate after including this discrete permanent difference was 43.4%of approximately 25.8% for the thirty-nine week period ended September 30, 2017.29, 2018.  The consolidated effective income tax rate for the thirty-nine week period ended September 28, 2019 was higher than the comparable prior year period primarily due to the reduction in Serbian pretax income relative to consolidated pretax income. 

23



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

16.
Contingencies

From time to time, the Company is a defendant or plaintiff in various legal actions that arise in the normal course of business.  As such, the Company is required to assess the likelihood of any adverse outcomes to these matters as well as potential ranges of losses and possible recoveries.  The Company may not be covered by insurance as it pertains to some or all of these matters.  A determination of the amount of the provision required for these commitments and contingencies, if any, which would be charged to earnings, is made after careful analysis of each matter.  Once established, a provision may change in the future due to new developments or changes in circumstances and could increase or decrease the Company'sCompany’s earnings in the period that the changes are made.  Asserted claims in these matters sought approximately $0.6$10.3 million in damages (as further described below) as of September 30, 2017 and $1.5 million as of December 31, 2016.28, 2019.  As of September 30, 2017,28, 2019, the Company had nodid not have an accrual for any such liabilities.

The Company has a dispute with a customer that is a major utility in the United States. Both parties agreed in fiscal 2017 to resolve this dispute through binding arbitration.  Arbitration hearings with this customer started in fiscal 2018.  Essentially, the customer has not paid the balance of accounts receivable the Company believes are owed for certain disputed projects.  As of September 28, 2019 and December 31, 2016,29, 2018, the total amount of outstanding receivables from this customer on these disputed projects was $12.2 million and $8.9 million, respectively, subject to potential upward adjustment in damages claimed in arbitration.  Additionally, as part of the arbitration process, the customer has asserted counter-claims. While the total amount of asserted counter-claims is unknown as of September 28, 2019, the total amount of such counter-claims is anticipated to be at least $10.3 million.  The Company believes these counter-claims are retaliatory in nature.  Prior to the Company accrued $0.5 million forasserting its claims, the customer had not asserted any counter-claims.  The Company believes these counter-claims asserted by its customer have no merit and were merely asserted as a strategy to reduce the Company’s own claims in any arbitration award or potential settlement agreement. The Company believes that its accounts receivable balance, subject to reserves, is fully collectible. Furthermore, the Company believes that this arbitration will conclude prior to reporting its fiscal 2019 financial results.  While the Company believes the customer’s counter-claims to be frivolous and without merit, it can give no assurances that it will ultimately not have to pay all or a portion of such liabilities.counter-claims.  The Company is continuing work on one of the engagements that have given rise to this dispute and also on several engagements from the same client that are not currently part of the arbitration.

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 not be covered by insurance.

17.Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use (“ROU”) asset and a lease liability for all leases with terms greater than 12 months and requires disclosures by lessees and lessors about the amount, timing and uncertainty of cash flows arising from leases. The accounting applied by a lessor is largely unchanged from that applied under the prior standard. After the issuance of Topic 842, the FASB clarified the guidance through several ASUS; hereinafter the collection of lease guidance is referred to as “ASC 842”.






2224



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

17.Leases (Continued)

On December 30, 2018, the Company adopted ASC 842 using the modified retrospective method for all lease arrangements at the beginning of the period of adoption. Results for reporting periods beginning December 30, 2018 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC 840, Leases. The standard had a material impact on the Company’s Consolidated Condensed Balance Sheet but did not have a significant impact on the Company’s consolidated net earnings and cash flows. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the accounting for finance leases remained substantially unchanged. For leases that commenced before the effective date of ASC 842, the Company elected the permitted practical expedients to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases.  Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates before December 30, 2018.

As a result of the cumulative impact of adopting ASC 842, the Company recorded operating lease ROU assets of $3.9 million and operating lease liabilities of $4.1 million as of December 30, 2018, primarily related to real estate and office equipment leases, based on the present value of the future lease payments on the date of adoption.

The Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also consists of any lease incentives received. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the accelerated interest method of recognition. The Company has lease agreements which require payments for lease and non-lease components.  The Company has elected to account for these as a single lease component with the exception of its real estate leases.

The components of lease expense were as follows:

 
Thirteen Week
Period Ended
September 28, 2019
 
Thirty-Nine Week
Period Ended
September 28, 2019
    
Operating lease cost$654 $1,643
     
   
 Amortization of ROU assets$72 $218
 Interest on lease liabilities1 4
Total finance lease cost$73 $222


25



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

17.Leases (Continued)

Supplemental Cash Flow information related to leases was as follows:

 
Thirteen Week
Period Ended
September 28, 2019
Thirty-Nine Week
Period Ended
September 28, 2019
   
Cash paid for amounts included in the measurement of lease liabilities  
 Operating cash flows from operating leases$665$1,605
 Operating cash flows from finance leases14
 Financing cash flows from finance leases72216
    
Right of use assets obtained in exchange for lease obligations
 Operating leases7747,756
 Finance leases--

Supplemental Balance Sheet information as of September 28, 2019 related to leases was as follows:

Operating leases
Operating lease right of use assets$6,290
Other current liabilities($2,275)
Operating lease liabilities(4,264)
Total operating lease liabilities($6,539)
Finance leases
Property and equipment - (ROU assets)$867
Accumulated depreciation(387)
Property and equipment, net$480
Other current liabilities($287)
Other long term liabilities(194)
Total finance lease liabilities($481)
Weighted average remaining lease term
Operating leases2.24 Years
Finance leases1.7 Years
Weighted average discount rate
Operating leases4.09%
Finance leases1.23%

26



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)

17.Leases (Continued)

Maturities of lease liabilities are as follows:

 
Fiscal Year Ending
Operating Leases 
Finance
Leases
 
2019$673 $73 
20202,289 284 
20211,715 130 
20221,266 - 
2023877 - 
Thereafter186 - 
     
Total lease payments7,006 487 
Less: imputed interest(467)(6)
Total$6,539 $481 

18.  Severance, Professional Fees and Other Charges

The Company recorded $1.4 million in severance, professional fees and other charges for the thirty-nine week period ended September 29, 2018.  These charges include severance accrued for the Company’s former chief executive officer and related payroll taxes, continuation of certain benefits and professional fees, totaling approximately $0.9 million.  The additional charges of $0.5 million incurred related to transactional financial advisory fees, legal fees associated with defending an ongoing lawsuit with a competitor of the Company, and search fees associated with hiring a senior executive.  The Company did not incur any such charges in the comparable current year period.

19.  Subsequent Event
Amendment to Loan Agreement
The Company and its subsidiaries amended and restated its Revolving Credit Facility with Citizens Bank of Pennsylvania on October 18, 2019. See Note 9.

27



ITEM 2.MANAGEMENT'SMANAGEMENT’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"(“RCM” or the "Company"“Company”) are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include, without limitation, statements regarding the adoption by businesses of new technology solutions; the use by businesses of outsourced solutions, such as those offered by the Company, in connection with such adoption; the Company'sCompany’s strategic and business initiatives and growth strategies; and the outcome of litigation (at both the trial and appellate levels) and arbitrations, or other business disputes, 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,"“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'sCompany’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'sCompany’s ability to continue to attract, train and retain personnel qualified to meet the requirements of its clients; (iii) the Company'sCompany’s ability to identify appropriate acquisition candidates, complete such acquisitions and successfully integrate acquired businesses; (iv) the Company'sCompany’s relationships with and reliance upon significant customers, and ability to collect accounts receivable from such customers; (v) risks associated with foreign currency fluctuations and changes in exchange rates, particularly with respect to the Canadian dollar; (vi) uncertainties regarding amounts of deferred consideration and earnout payments to become payable to former shareholders of acquired businesses; (vii) the adverse effect a potential decrease in the trading price of the Company'sCompany’s common stock would have upon the Company'sCompany’s ability to acquire businesses through the issuance of its securities; (viii) the Company'sCompany’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'sCompany’s ability to remain competitive in the markets that it serves; (xi) the Company'sCompany’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'sCompany’s ability to manage significant amounts of information and periodically expand and upgrade its information processing capabilities; (xiv) the Company'srisk of cyber attacks on our information technology systems or those of our third party vendors; (xv) the Company’s ability to remain in compliance with federal and state wage and hour laws and regulations; (xv)(xvi) uncertainties in predictions as to the future need for the Company'sCompany’s services; (xvi)(xvii) uncertainties relating to the allocation of costs and expenses to each of the Company'sCompany’s operating segments; (xvii)(xviii) the costs of conducting and the outcome of litigation, arbitrations and other business disputes involving the Company, and the applicability of insurance coverage with respect to any such litigation; (xviii)(ixx) the results of, and costs relating to, any interactions with shareholders of the Company who may pursue specific initiatives with respect to the Company'sCompany’s governance and strategic direction, including without limitation a contested proxy solicitation initiated by such shareholders, or any similar such interactions; and (ixx)(xx) other economic, competitive and governmental factors affecting the Company'sCompany’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.  Except as required by law, 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.


2328



ITEM 2.MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Overview

RCM participates in a market that is cyclical in nature and sensitive to economic changes.  As a result, the impact of economic changes on revenuesrevenue and operations can be substantial, resulting in significant volatility in the Company'sCompany’s financial performance.

The Company believes it has developed and assembled an attractive portfolio of capabilities, established a proven record of performance and credibility and built an efficient pricing structure.  The Company is committed to optimizing its business model as a single-source premier provider of business and technology solutions with a strong vertical focus offering an integrated suite of services through a global delivery platform.

The Company believes that most companies recognize the importance of advanced technologies and business processes to compete in today'stoday’s business climate.  However, the process of designing, developing and implementing business and technology solutions is becoming increasingly complex.  The Company believes that many businesses today are focused on return on investment analysis in prioritizing their initiatives.  This has had an adverse impact on spending by current and prospective clients for many emerging new solutions.

Nonetheless, the Company continues to believe that businesses must implement more advanced information technology and engineering solutions to upgrade their systems, applications and processes so that they can maximize their productivity and optimize their performance in order to maintain a competitive advantage.  Although working under budgetary, personnel and expertise constraints, companies are driven to support increasingly complex systems, applications and processes of significant strategic value.  This has given rise to a demand for outsourcing.  The Company believes that its current and prospective clients are continuing to evaluate the potential for outsourcing business critical systems, applications and processes.

The Company provides project management and consulting services, which are billed based on either agreed-upon fixed fees or hourly rates, or a combination of both.  The billing rates and profit margins for project management and solutions services are generally 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 revenuesrevenue 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'sCompany’s consultants based upon their skill level, experience and the type of work performed.

The majority of the Company'sCompany’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'days’ notice.  The Company, from time to time, enters into contracts requiring the completion of specific deliverables.  Typically these contracts are for less than one year.  The Company recognizes revenue on these deliverables at the time the client accepts and approves the deliverables.

Costs of services consist primarily of salaries and compensation-related expenses for billable consultants and employees, 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'sCompany’s corporate marketing, administrative and financial reporting responsibilities and acquisition program.  The Company records these expenses when incurred.  Corporate overhead expenses are allocated to the segments based on revenue for the purpose of segment financial reporting.
2429



ITEM 2.MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Critical Accounting Policies and Use of Estimates

The Company'sThis Management's Discussion and Analysis of Financial Condition and Results of Operations is based on our unaudited interim condensed consolidated financial statements, werewhich have been prepared in accordance with U.S.accounting principles generally accepted accounting principles, which require managementin the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires us to make subjective decisions, assessmentsestimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. In our unaudited interim condensed consolidated financial statements, estimates are used for, but not limited to, accounts receivable and allowance for doubtful accounts, goodwill, long-lived intangible assets, accounting for stock options and restricted stock units, insurance liabilities, accounting for income taxes and accrued bonuses.
A summary of our significant accounting policies is included in our Consolidated Financial Statements, Note 1, Summary of Significant Accounting Policies, in our Annual Report on Form 10-K for the year ended December 29, 2018. Certain of our accounting policies are considered critical, as these policies require significant, difficult or complex judgments by management, often requiring the use of estimates about the effecteffects of matters that are inherently uncertain. AsSuch policies are summarized in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the number of variables and assumptions affecting the judgment increases, such judgments become even more subjective. While management believes its assumptions are reasonable and appropriate, actual results may be materially different from estimated. Management has identified certain critical accounting policies, described below, that require significant judgment to be exercised by management.year ended December 29, 2018.

Revenue RecognitionRecently Issued Accounting Pronouncements

The Company derives its revenues from several sources.  The Company's Engineering Services and Information Technology Services segments perform consulting and project solutions services.  AllA discussion of the Company's segments perform staff augmentation services and derive revenue from permanent placement fees.  The majority of the Company's revenues are invoiced on a time and materials basis.

Project Services

The Company recognizes revenuesrecently issued accounting pronouncements is set forth in accordance with current revenue recognition standards underNote 13, New Accounting Standards, Codification ("ASC") 605, Revenue Recognition, which 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 may recognize revenues 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 at the time certain milestones are reached, as defined in the contract.  Revenues under these arrangements are recognized as the costs on these contracts are incurred.  Amounts invoiced in excess of revenues recognized are recorded as deferred revenue,unaudited interim condensed consolidated financial statements included in accounts payablePart I, Item I of this Quarterly Report on Form 10-Q and accrued expenses on the accompanying balance sheets.  In other instances, revenue is billed and recorded based upon contractual rates per hour (i.e., percentage of completion). In addition, some contracts contain "Performance Fees" (bonuses) for completing a contract under budget.  Performance Fees, if any, are recorded when earned.  Some contracts also limit revenues and billings to specified maximum amounts.  Provision for contract losses, if any, are made in the period such losses are determined.  For contracts where there is a deliverable, the work is not complete on a specific deliverable and the revenue is not recognized, the costs are deferred.  The associated costs are expensed when the related revenue is recognized.

Consulting and Staffing Services

Revenues derived from consulting and staffing services are recorded on a gross basis as services are performed and associated costs have been incurred using employees of the Company.  These services are typically billed on a time and material basis.

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 recognizing the net administrative fee only).

25



ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Revenue Recognition (Continued)

Transit Accounts Receivable and Transit Accounts Payable

From time to time, the Company's Engineering segment enters into agreements to provide, among other things, construction management and engineering services.  In certain circumstances, the Company may acquire equipment as a purchasing agent for the client for a fee.  Pursuant to these agreements, the Company: a) may engage subcontractors to provide construction or other services or contracts with manufacturers on behalf of the Company's clients to procure equipment or fixtures; b) typically earns a fixed percentage of the total project value or a negotiated mark-up on subcontractor or procurement charges as a fee; and c) assumes no ownership or risks of inventory.  In such situations, the Company acts as an agent under the provisions of "Overall Considerations of Reporting Revenue Gross as a Principal versus Net as an Agent" and therefore recognizing revenue on a "net-basis."  The Company records revenue on a "net" basis on relevant engineering and construction management projects, which require subcontractor/procurement costs or transit costs. In those situations, the Company charges the client a negotiated fee, which is reported as net revenue when earned.  During the thirty-nine week period ended September 30, 2017, total gross billings, including both transit cost billings and the Company's earned fees, was $28.7 million, for which the Company recognized $19.9 million of its net fee as revenue.  During the thirty-nine week period ended October 1, 2016, total gross billings, including both transit cost billings and the Company's earned fees, was $36.8 million, for which the Company recognized $21.3 million of its net fee as revenue.

Under the terms of the agreements, the Company is typically not required to pay the subcontractor until after the corresponding payment from the Company's end-client is received.  Upon invoicing the end-client on behalf of the subcontractor or staffing agency the Company records this amount simultaneously as both a "transit account receivable" and "transit account payable" as the amount when paid to the Company is due to and generally paid to the subcontractor within a few days.  The Company typically does not pay a given transit account payable until the related transit account receivable is collected.  The Company's transit accounts payable generally exceeds the Company's transit accounts receivable but absolute amounts and spreads fluctuate significantly from quarter to quarter in the normal course of business.  The transit accounts receivable was $1.7 million and related transit accounts payable was $3.0 million, for a net liability of $1.3 million, as of September 30, 2017.

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.

Accounts Receivable and Allowance for Doubtful Accounts

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 allowanceincorporated herein 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 previously written off are credited to bad debt expense.reference.
26



ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Goodwill

Goodwill represents the premium paid over the fair value of the net assets acquired in business combinations.  The Company is required to assess the carrying value of its reporting units that contain goodwill at least on an annual basis in order to determine if any impairment in value has occurred.  The Company has the option to first assess qualitative factors to determine whether it is necessary to perform a two-step impairment test. An assessment of those qualitative factors or the application of the goodwill impairment test requires significant judgment including but not limited to the assessment of the business, its management and general market conditions, 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 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 formally assesses these qualitative factors and, if necessary, conducts its annual goodwill impairment test as of the last day of the Company's fiscal November each year, or more frequently if indicators of impairment exist.  The Company periodically analyzes whether any such indicators of impairment exist.  A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include a sustained, significant decline in share price and market capitalization, a decline in expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, a material change in management or other key personnel and/or slower expected growth rates, among others.  Due to the thin trading of the Company stock in the public marketplace and the impact of the control premium held by relatively few shareholders, the Company may not consider the market capitalization of the Company the most appropriate measure of fair value of goodwill for our reporting units.  The Company looks to earnings/revenue multiples of similar companies recently completing acquisitions and the ability of our reporting units to generate cash flows as better measures of the fair value of our reporting units.  The Company compares the fair value of each of its reporting units to their respective carrying values, including related goodwill.  There can be no assurance that future tests of goodwill impairment will not result in impairment charges.  During all periods presented, the Company determined that the existing qualitative factors did not suggest that an impairment of goodwill exists.  Since there have been no indicators of impairment, the Company has not performed a quantitative impairment test.

Long-Lived and Intangible 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.

Accounting for Stock Options and Restricted Stock Units

The Company uses stock options and restricted stock units to attract, retain and reward employees for long-term service.  The Company follows "Share-Based Payment," which requires that the compensation cost relating to stock-based payment transactions be recognized in the financial statements.  This compensation cost is measured based on the fair value of the equity or liability instruments issued.  The Company measures stock-based compensation cost using the Black-Scholes option pricing model for stock options and the fair value of the underlying common stock at the date of grant for restricted stock units.

27



ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Insurance Liabilities

The Company has risk participation arrangements with respect to workers compensation and health care insurance.  The Company establishes loss provisions based on historical experience and in the case of expected losses from workers compensation, considers input from third parties.  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.

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 September 30, 2017, the Company had a net domestic long term deferred tax net liability of $0.4 million and a foreign long-term deferred tax net liability of $0.3 million.   The domestic long term deferred tax net liability primarily represents the tax effect of accrued expenses which will be deductible for tax purposes within a twelve month period and the effect of temporary differences for the GAAP versus tax amortization of intangibles arising from acquisitions made in prior periods.   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, valuation allowances may be required.

The Company conducts its operations in multiple tax jurisdictions in the United States, Canada and Puerto Rico. The Company and its subsidiaries file a consolidated U.S. Federal income tax return and file in various states. The Company's federal income tax returns have been examined through 2010.  The Internal Revenue Service is currently examining fiscal tax years 2011, 2012, 2013 and 2015.  The State of New Jersey is currently examining fiscal tax years 2009 through 2012.  Except for New Jersey and other limited exceptions, the Company is no longer subject to audits by state and local tax authorities for tax years prior to 2010.  The Company is no longer subject to audit in Canada for the tax years prior to tax year 2012.  The Company is no longer subject to audit in Puerto Rico for the tax years prior to tax year 2006.

The Company's future effective tax rates could be adversely affected by changes in the valuation of its deferred tax assets or liabilities or changes in tax laws or interpretations thereof. In addition, the Company is subject to the examination of its income tax returns by the Internal Revenue Service and other tax authorities. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes.

There were no changes to unrecognized tax benefits during both thirty-nine week periods presented.

Accrued Bonuses

The Company pays bonuses to certain executive management, field management and corporate employees based on, or after giving consideration to, a variety of financial performance measures. Bonuses for executive management, field management and certain corporate employees are accrued throughout the year for payment during the first quarter of the following year, based in part upon anticipated annual results compared to annual budgets.  In addition, the Company pays discretionary bonuses to certain employees, which are not related to budget performance. Variances in actual results versus budgeted amounts can have a significant impact on the calculations and therefore on the estimates of the required accruals.  Accordingly, the actual earned bonuses may be materially different from the estimates used to determine the quarterly accruals.

28



ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Forward-looking Information

The Company'sCompany’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 engineering and information technology services.  When the U.S., Canadian or global economies decline, the Company'sCompany’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, 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 the Company'sCompany’s future earnings.  There can be no assurance that the Company 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 consulting and employment services market is highly competitive with limited barriers to entry.  The Company competes in global, national, regional and local markets with numerous competitors in all of the Company'sCompany’s service lines.  Price competition in the industries the Company serves is significant, and pricing pressures from competitors and customers are increasing.  The Company expects that the level of competition will remain high in the future, which could limit the Company'sCompany’s ability to maintain or increase its market share or profitability.
30



ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Thirteen Week Period Ended September 30, 201728, 2019 Compared to Thirteen Week Period Ended October 1, 2016September 29, 2018

A summary of operating results for the thirteen week periods ended September 30, 201728, 2019 and October 1, 2016September 29, 2018 is as follows (in thousands):

September 30, 2017 October 1, 2016 September 28, 2019 September 29, 2018 
 
Amount
 % of Revenue 
 
Amount
 % of Revenue 
 
Amount
 % of Revenue 
 
Amount
 % of Revenue 
Revenues$43,827 100.0 $39,695 100.0 
Revenue$40,250 100.0 $42,559 100.0 
Cost of services32,109 73.3 29,551 74.4 29,635 73.6 31,571 74.2 
Gross profit11,718 26.7 10,144 25.6 10,615 26.4 10,988 25.8 
                
Selling, general and administrative9,700 22.1 9,334 23.5 9,498 23.6 9,412 22.1 
Depreciation and amortization422 1.0 388 1.0 
Depreciation and amortization of property and equipment304 0.8 337 0.8 
Amortization of acquired intangible assets82 0.2 7 - 
10,122 23.1 9,722 24.5 9,884 24.6 9,756 22.9 
                
Operating income1,596 3.6 422 1.1 731 1.8 1,232 2.9 
Interest expense, net and foreign currency transactions(154)(0.3)(128)0.3 
Other expense(326)0.8 (295)(0.7)
                
Income before income taxes1,442 3.3 294 0.8 405 1.0 937 2.2 
Income tax expense422 1.0 184 0.5 70 0.2 253 0.6 
                
Net income$1,020 2.3 $110 0.3 $335 0.8 $684 1.6 

The Company follows a 52/53 week fiscal reporting calendar ending on the Saturday closest to December 31.  The fiscal quarters ended September 30, 201728, 2019 and October 1, 2016September 29, 2018 consisted of thirteen weeks each.

29



ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Thirteen Week Period Ended September 30, 2017 Compared to Thirteen Week Period Ended October 1, 2016 (Continued)

Revenues.Revenue.  Revenues increased 10.4%Revenue decreased 5.4%, or $4.1$2.3 million, for the thirteen week period ended September 30, 201728, 2019 as compared to the thirteen week period ended October 1, 2016September 29, 2018 (the "comparable“comparable prior year period"period”).  Revenues increased $4.1Revenue decreased $4.3 million in the Engineering segment, decreased $2.3 million in the Information Technology segment and increased $2.3$1.7 million in the Specialty Health Care segment and increased $0.3 million in the Information Technology segment.  Effective September 30, 2018, the Company’s Engineering segment acquired the business operations of Thermal Kinetics Engineering and affiliate (together, “TKE”). This new business unit generated $0.4 million in revenue for the thirteen week period ended September 28, 2019.  See Segment Discussion for further information on revenue changes.

The Company has material operations in Canada, primarily from the Company'sCompany’s Engineering segment; this business is conducted primarily in Canadian dollars. Since the Company reports its consolidated results in U.S. dollars the consolidated results are subject to potentially material fluctuations as a result of changes in the Canadian dollar to U.S. dollar exchange rate (the "Exchange Rate"“Exchange Rate”). For the thirteen week period ended September 30, 2017,28, 2019, the Company generated total revenuesrevenue from its Canadian clients of $8.7$3.7 million in U.S. dollars at an Exchange Rate of 79.8%75.7% as compared to $5.6$6.3 million in U.S. dollars at an Exchange Rate of 76.6%76.5% for the comparable prior year comparable period.

The Company has an office in San Juan, Puerto Rico. Due largely to the impact of Hurricane Maria, the Company estimates that it lost revenues of approximately $0.1 million in September 2017. The lost revenues in September did not have a material impact to operating income for the thirteen weeks ended September 30, 2017. During both the thirteen week periods ended April 1, 2017 and July 1, 2017 the Company's San Juan office generated $1.1 million in revenues. The Company believes that, for at least the next several quarters, San Juan revenues and contribution operating income will be materially impacted. In order to retain key consulting resources, the Company may need to pay full-time compensation to certain individuals who will not be billable to clients on a full-time basis (i.e. "bench time"). This bench time may materially impact the contribution operating income of the Information Technology segment.

Cost of Services and Gross Profit.  Cost of services increased 8.7%decreased 6.1%, or $2.6$1.9 million, for the thirteen week period ended September 30, 201728, 2019 as compared to the comparable prior year period. Cost of services decreased primarily due to the decrease in revenue.  Cost of services as a percentage of revenuesrevenue for the thirteen week periods ended September 30, 201728, 2019 and October 1, 2016September 29, 2018 was 73.3%73.6% and 74.4%74.2%, respectively.  See Segment Discussion for further information regarding changes in cost of services and gross profit.
31



ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Thirteen Week Period Ended September 28, 2019 Compared to Thirteen Week Period Ended September 29, 2018 (Continued)

Selling, General and Administrative.  Selling, general and administrative ("SGA"(“SGA”) expenses increased 3.9%, or $0.4were $9.5 million for the thirteen week period ended September 30, 201728, 2019 as compared to $9.4 million for the comparable prior year period.  As a percentage of revenues,revenue, SGA expenses were 22.1%23.6% for the thirteen week period ended September 30, 201728, 2019 and 23.5%22.1% for the comparable prior year period.   See Segment Discussion for further information on SGA expense changes.

Other Expense, Net.Expense.  Other expense net consists of interest expense, unused line fees and amortized loan costs on the Company's loan agreement,Company’s line of credit, net of interest income, imputed interest on contingent consideration and gains and losses on foreign currency transactions.  There were no material changes to otherOther expense, net increased to $0.4 million as compared to $0.3 million for the comparable prior year period.  The primary component of the increase was interest expense which increased due to increased borrowings under the Company’s line of credit.  The primary reason for the increased borrowing was to fund the Company’s increase in accounts receivable during the thirteen week period ended September 30, 201728, 2019, as compared to the comparable prior comparableyear period. 


30



ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Thirteen Week Period Ended September 30, 2017 Compared to Thirteen Week Period Ended October 1, 2016 (Continued)

Income Tax Expense.Expense.  The Company recognized $0.4$0.1 million of income tax expense for the thirteen week period ended September 30, 2017 and $0.228, 2019, as compared to $0.3 million for the comparable prior year period.  The consolidated effective income tax rate for the current period was 29.3%17.3% as compared to 62.6%27.0% for the comparable prior year period.  The projected fiscal 20172019 income tax rates as of September 30, 201728, 2019 were approximately 42.5%28.3%, 26.5% and 26.5%15.1% in the United States, Canada and Canada,Serbia, respectively. The relative income or loss generated in each jurisdiction can materially impact the overall effective income tax rate of the Company, particularly the ratio of Canadian and Serbian pretax income versus U.S. pretax income.  The consolidated effective income tax rate for the thirteen week period ended September 30, 201728, 2019 was lower than the Company has recently experienced due to a higher ratio of Canadian versus U.S. pretax income. The consolidated effective income tax rate for the thirteen week period ended October 1, 2016 was higher than the Company typically experiences due to an increase in anticipated U.S. fiscal 2016 tax rate as of October 1, 2016 versus July 2, 2016 and the necessary catchup accrual, exacerbated by the low pretax income for the comparable prior year period.period was primarily due to the increase in Serbian pretax income relative to consolidated pretax income.

Segment Discussion
Engineering
Engineering revenuesrevenue of $21.7$15.1 million for the thirteen week periodweeks ended September 30, 2017 increased 23.4%28, 2019 decreased 22.1%, or $4.1$4.3 million, as compared to the comparable prior year period.  The increase was primarily due to increases in revenuesprimary components were a decrease of $2.1$1.9 million from the Company'sCompany’s Energy Services Group, a decrease of $1.8 million from the Company’s Canadian Power Systems Engineering Group, $1.2and a decrease of $0.6 million from the Company's Energy ServicesCompany’s Aerospace Group, and $0.8partially offset by an increase of $0.4 million from the Company'sTKE acquisition.  The Company attributes these revenue declines to decreased spending on the part of its Canadian Power Systems and Aerospace Engineering Group.clients, increased competition from other vendors to its Canadian Power Systems clients, and timing of large projects from the Company’s Energy Services clients. Gross profit increased 43.6%decreased by 22.7%, or $1.9$1.2 million, as compared to the comparable prior year period. Gross profit increased due todecreased primarily because of the increasedecrease in revenues and an increase in grossrevenue. Gross margin to 28.4%of 27.5% for the current period as compared to 24.4%decreased from 27.7% for the comparable prior year period. The gross margin increasedecrease was primarily due to more favorablelower utilization of billable consultants on the Company’s fixed price contracts as the Company naturally experiences variability in utilization from quarter to quarter. The Engineering segment operating income was $1.9 million for the thirteen week period ended September 30, 2017 as compared to $0.4 million for the comparable prior year period.  The improvement in operating income was primarily driven by the increase in gross profit and was offset by an increase inlabor consultant base. SGA expense of $0.4 million. The increase in SGA expense was primarily due to a higher allocation of corporate-generated SGA expense and also increased investment in selling costs.

Specialty Health Care
Specialty Health Care revenues of $14.3$3.0 million for the thirteen week period ended September 30, 2017 increased 19.1%, or $2.3decreased by $0.8 million as compared to the comparable prior year period. The primary reasons fordecrease in SGA expense was primarily due to a concerted effort to reduce cost inefficiencies and a lower allocation of corporate-generated SGA expense relative to the increase in the revenues for the Specialty Health CareCompany’s other two segments. The Engineering segment were increasesoperating income experienced a decrease of $1.2 million from the New York City Office, $0.7 million from the Honolulu office and $0.4 million from the Health Information Management ("HIM") practice. The Specialty Health Care segment's gross profit increased by 13.5%, or $0.4 million, to $3.5$0.5 million for the thirteen week periodweeks ended September 30, 201728, 2019, as compared to $3.1 million for the comparable prior year period. The increaseperiod, as the decrease in gross profit was drivenoffset by the increase in revenue, offset by a decrease in gross profit margin. The Specialty Health Care segment's gross profit margin for the thirteen week period ended September 30, 2017 was 24.6% as compared to 25.8% for the comparable prior year period. The decrease in gross profit margin was primarily driven by decreases in gross profit margin from the travel nursing staffing group and HIM practice, generally due to market factors including increased competition and constrained labor. Additionally, the Specialty Health Care segment added a significant number of paraprofessionals in both New York City and Hawaii. Many of these paraprofessionals were new to the Company's payroll, resulting in high unemployment tax expense. Specialty Health Care experienced an operating income loss of $0.3 million for the thirteen week period ended September 30, 2017 as compared to an operating loss of $0.1 million for the comparable prior year period. Operating income decreased due to an increase in SGA expense.  SGA expense increased by $0.6 million, primarily due to the need to increase SGA infrastructure expense in order to support the increased activity levels associated with higher revenues in the current period and anticipated, continued increased activity for the balance of the Company's fiscal 2017.


3132



ITEM 2.MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Thirteen Week Period Ended September 30, 201728, 2019 Compared to Thirteen Week Period Ended October 1, 2016September 29, 2018 (Continued)

Segment Discussion (Continued)
Information TechnologySpecialty Health Care
Information Technology revenues
Specialty Health Care revenue of $7.8$16.8 million for the thirteen week periodweeks ended September 30, 2017 decreased 22.7%28, 2019 increased 11.0%, or $2.3$1.7 million, as compared to $10.1the comparable prior year period.  The increase was primarily driven by increases of $1.4 million from the New York City office and $0.7 million from the Honolulu office, offset by a decrease of $0.4 million from the travel nursing staffing group.  The primary reason for revenue increases in New York City and Hawaii was the incremental addition of paraprofessionals billed on school contracts. The Company primarily attributes the decline in revenue from its travel nursing staffing group to increased competition from large national competitors. The Specialty Health Care segment’s gross profit increased by 15.4%, or $0.5 million, to $4.0 million for the thirteen weeks ended September 28, 2019, as compared to $3.5 million for the prior year period. The increase in gross profit was primarily driven by the increase in revenue. Gross profit margin for the thirteen weeks ended September 28, 2019, increased to 23.7% as compared to 22.8% for the comparable prior year period. Specialty Health Care experienced an operating loss of $0.3 million for both thirteen week periods presented. SGA expense increased by $0.6 million, primarily due to the need to increase SGA infrastructure expense to support the increased activity levels associated with higher revenue and a higher allocation of corporate-generated SGA expense.

Information Technology

Information Technology revenue of $8.3 million for the thirteen weeks ended September 28, 2019 increased 3.9%, or $0.3 million, as compared to $8.0 million for the comparable prior year period. The decrease was primarily from reductionsCompany attributes this increase to investments in project revenues from several large clients that were not replaced.management and sales personnel. Gross profit of $2.0$2.5 million for the thirteen week periodweeks ended September 30, 2017 decreased 26.4%28, 2019, increased 14.6%, or $0.7$0.3 million, as compared to $2.7$2.2 million for the comparable prior year period. The decreaseincrease in gross profit was primarily due to the decrease in revenues and a decreasean increase in gross profit margin.margin and the increase in revenue.  The Information Technology gross profit margin for the thirteen week periodweeks ended September 30, 201728, 2019, was 25.9%29.8% as compared to 27.2% for the comparable prior year period.  Gross profit margin decreased because large project high-value, high-margin revenues decreased and thereby increased the portion of lower gross profit margin staffing-oriented revenues. The Information Technology segment experienced a slight operating loss for the thirteen week period ended September 30, 2017 as compared to $0.1 million in operating income27.1% for the comparable prior year period.  The decrease inCompany attributes the gross margin increase to higher utilization of the Information Technology’s fixed labor consultants. The Information Technology segment experienced operating income was due to the decrease in gross profit, offset by a decrease inof $0.2 million for both thirteen week periods presented.  SGA expense of $0.6 million. The decrease in SGA expense wasincreased by $0.3 million, primarily due to lower selling costs associated with lower gross profit, a focus on reducinghigher allocation of corporate-generated SGA expense, and also a lower allocation of corporate SGA expense.
The Company has an office in San Juan, Puerto Rico, which operates primarily in the Information Technology segment. Due largely to the impact of Hurricane Maria, the Company estimates that it lost revenues of approximately $0.1 million in September 2017. The lost revenues in September did not have a material impact to operating income for the thirteen weeks ended September 30, 2017. During both the thirteen week periods ended April 1, 2017 and July 1, 2017 the Company's San Juan office generated $1.1 million in revenues. The Company believes that, for at least the next several quarters, San Juan revenues and contribution operating income will be materially impacted. In order to retain key consulting resources, the Company may need to pay full-time compensationincrease SGA infrastructure expense to certain individuals who will not be billable to clients on a full-time basis (i.e. "bench time"). This bench time may materially impactsupport the contribution operating income of the Information Technology segment.increased activity levels associated with higher revenue. 



3233



ITEM 2.MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Thirty-Nine Week Period Ended September 30, 201728, 2019 Compared to Thirty-Nine Week Period Ended October 1, 2016September 29, 2018

A summary of operating results for the thirty-nine week periods ended September 30, 201728, 2019 and October 1, 2016September 29, 2018 is as follows (in thousands):

September 30, 2017 October 1, 2016 September 28, 2019 September 29, 2018 
 
Amount
 % of Revenue 
 
Amount
 % of Revenue 
 
Amount
 % of Revenue 
 
Amount
 % of Revenue 
Revenues$135,680 100.0 $132,250 100.0 
Revenue$142,550 100.0 $145,081 100.0 
Cost of services100,097 73.8 97,326 73.6 106,615 74.8 108,803 75.0 
Gross profit35,583 26.2 34,924 26.4 35,935 25.2 36,278 25.0 
                
Selling, general and administrative30,092 22.2 29,976 22.7 30,165 21.2 29,909 20.6 
Depreciation and amortization1,229 0.9 1,177 0.9 
Change in contingent consideration781 0.5 - - 
Depreciation and amortization of property and equipment944 0.7 1,156 0.8 
Amortization of acquired intangible assets247 0.1 - - 
Severance, professional fees and other charges- - 1,371 1.0 
32,102 23.6 31,153 23.6 31,356 22.0 32,436 22.4 
                
Operating income3,481 2.6 3,771 2.8 4,579 3.2 3,842 2.6 
Interest expense, net and foreign currency transactions(371)(0.3)(413)0.3 
Other expense(1,275)0.9 (990)(0.6)
                
Income before income taxes3,110 2.3 3,358 2.5 3,304 2.3 2,852 2.0 
Income tax expense1,351 1.0 1,384 1.0 255 0.2 736 0.5 
                
Net income$1,759 1.3 $1,974 1.5 $3,049 2.1 $2,116 1.5 

The Company follows a 52/53 week fiscal reporting calendar ending on the Saturday closest to December 31.  The fiscal quarters ended September 30, 201728, 2019 and October 1, 2016September 29, 2018 consisted of thirty-nine weeks each.

Revenues.Revenue.  Revenues increased 2.6%Revenue decreased 1.7%, or $3.4$2.5 million, for the thirty-nine week period ended September 30, 201728, 2019 as compared to the thirty-nine week period ended October 1, 2016September 29, 2018 (the "comparable“comparable prior year period"period”).  Revenues increased $6.5Revenue decreased $9.6 million in the Engineering segment, decreased $8.8 million in the Information Technology segment and increased $5.7$3.7 million in the Specialty Health Care segment and increased $3.4 million in the Information Technology segment.  Effective September 30, 2018, the Company’s Engineering segment acquired the business operations of Thermal Kinetics Engineering and affiliate (together, “TKE”). This new business unit generated $3.8 million in revenue for the thirty-nine week period ended September 28, 2019.  See Segment Discussion for further information on revenue changes.

The Company has material operations in Canada, primarily from the Company'sCompany’s Engineering segment; this business is conducted primarily in Canadian dollars. Since the Company reports its consolidated results in U.S. dollars the consolidated results are subject to potentially material fluctuations as a result of changes in the Canadian dollar to U.S. dollar exchange rate (the "Exchange Rate"“Exchange Rate”). For the thirty-nine week period ended September 30, 2017,28, 2019, the Company generated total revenuesrevenue from its Canadian clients of $22.4$12.8 million in U.S. dollars at an Exchange Rate of 76.7%75.2% as compared to $18.2$21.9 million in U.S. dollars at an Exchange Rate of 75.7%77.7% for the comparable prior year comparable period.

The Company has an office in San Juan, Puerto Rico. Due largelyCost of Services and Gross Profit.  Cost of services decreased 2.0%, or $2.2 million, for the thirty-nine week period ended September 28, 2019 as compared to the impactcomparable prior year period. Cost of Hurricane Maria,services decreased due to the Company estimates that it lost revenuesdecrease in revenue.  Cost of approximately $0.1 million in September 2017. The lost revenues in September did not haveservices as a material impact to operating incomepercentage of revenue for the thirteen weeks ended September 30, 2017. During both the thirteenthirty-nine week periods ended April 1, 2017September 28, 2019 and July 1, 2017 the Company's San Juan office generated $1.1 millionSeptember 29, 2018 were 74.8% and 75.0%, respectively.  See Segment Discussion for further information regarding changes in revenues. The Company believes that, for at least the next several quarters, San Juan revenuescost of services and contribution operating income will be materially impacted. In order to retain key consulting resources, the Company may need to pay full-time compensation to certain individuals who will not be billable to clients on a full-time basis (i.e. "bench time"). This bench time may materially impact the contribution operating income of the Information Technology segment.

gross profit.
3334



ITEM 2.MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Thirty-Nine Week Period Ended September 30, 201728, 2019 Compared to Thirty-Nine Week Period Ended October 1, 2016September 29, 2018 (Continued)

Cost of Services and Gross Profit.  Cost of services increased 2.8%, or $2.8 million, for the thirty-nine week period ended September 30, 2017 as compared to the comparable prior year period. Cost of services as a percentage of revenues for the thirty-nine week periods ended September 30, 2017 and October 1, 2016 was 73.8% and 73.6%, respectively.  See Segment Discussion for further information regarding changes in cost of services and gross profit. 

Selling, General and Administrative.  Selling, general and administrative ("SGA"(“SGA”) expenses increased 0.3%, or $0.1were $30.2 million for the thirty-nine week period ended September 30, 201728, 2019 as compared to $29.9 million for the comparable prior year period.  SGA expense increased primarily due to the increase in revenues.  As a percentage of revenues,revenue, SGA expenses were 22.2%21.2% for the thirty-nine week period ended September 30, 201728, 2019 and 22.7%20.6% for the comparable prior year period.   See Segment Discussion for further information on SGA expense changes.

Change in Contingent Consideration.  Severance, Professional Fees and Other Charges. The Company incurreddid not incur any comparative severance, professional fees and other charges of $0.8 million for increases to contingent consideration for the thirty-nine week period ended September 30, 2017.  The increase can be principally attributed28, 2019 as compared to the PCI acquisition.  Since the PCI acquisition was for stock in Canada the increase in purchase price is not tax deductible and is treated as a permanent difference. There was no change to contingent consideration$1.4 million for the thirty-nine week period ended October 1, 2016.September 29, 2018.  The fiscal 2018 charges include severance accrued for the Company’s former chief executive officer and related payroll taxes, continuation of certain benefits and professional fees, totaling approximately $0.9 million.  The additional charges of $0.5 million incurred related to transactional financial advisory fees, legal fees associated with defending a frivolous lawsuit with a competitor of the Company, and search fees associated with hiring a senior executive.

Other Expense, Net.Expense.  Other expense net consists of interest expense, unused line fees and amortized loan costs on the Company's loan agreement,Company’s line of credit, net of interest income imputed interest on contingent consideration and gains and losses on foreign currency transactions and any other non-operating items that may occur from time to time.  There were no material changes to othertransactions.  Other expense, net increased to $1.4 million as compared to $1.0 million for the comparable prior year period.  The primary component of the increase was interest expense which increased due to increased borrowings under the Company’s line of credit.  The primary reason for the increased borrowing was to fund the Company’s increase in accounts receivable during the thirty-nine week period ended September 30, 201728, 2019, as compared to the comparable prior comparableyear period. 

Income Tax Expense.Expense.  The Company recognized $1.4$0.3 million of income tax expense for the thirty-nine week period ended September 30, 201728, 2019, as compared to $1.4$0.7 million for the comparable prior year period.  The Company recognized a tax benefit of $0.6 million due to a verbal settlement with the U.S. Internal Revenue Service regarding an uncertain tax position from a previous tax year. Otherwise, the consolidated effective income tax rate for the current period was 43.4%25.9% as compared to 41.2%25.8% for the comparable prior year period. The thirty-nine week period ended September 30, 2017 is impacted by aNot including the discrete permanent differencetax benefit of $0.6 million due to the increase in contingent consideration of $0.8 million. Theverbal settlement, the projected fiscal 20172019 income tax rates as of September 30, 201728, 2019 were approximately 42.5%28.3%, 26.5% and 26.5%15.0% in the United States, Canada and Canada,Serbia, respectively. The relative income or loss generated in each jurisdiction can materially impact the overall effective income tax rate of the Company, particularly the ratio of Canadian and Serbian pretax income versus U.S. pretax income.  The consolidated effective income tax rate after eliminating this discrete permanent difference decreased for the thirty-nine week period ended September 30, 2017 to 34.7% as compared to 41.2% for28, 2019 was higher than the comparable prior year period because the Company's projected fiscal 2017 Canadian income before taxes was higher as a percentage of the total projected 2017 income before taxes as comparedprimarily due to the projected 2016 Canadianreduction in Serbian pretax income before taxes as a percentage of the total projected 2016 income before taxes at the same time in the comparable prior year period.relative to consolidated pretax income.


3435



ITEM 2.MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Thirty-Nine Week Period Ended September 30, 201728, 2019 Compared to Thirty-Nine Week Period Ended October 1, 2016September 29, 2018 (Continued)

Segment Discussion
Engineering
Engineering revenues of $61.5$52.8 million for the thirty-nine week periodweeks ended September 30, 2017 increased 11.8%28, 2019 decreased 15.4%, or $6.5$9.6 million, as compared to the comparable prior year period.  The decrease was due to a decrease of $7.1 million from the Company’s Energy Services Group, a decrease of $5.3 million from the Company’s Canadian Power Systems Group, and a decrease of $1.7 million from the Company’s Aerospace Group, partially offset by an increase of $3.8 million from the TKE acquisition.  The Company attributes these revenue declines to decreased spending on the part of its Canadian Power Systems and Aerospace clients, increased competition from other vendors to its Canadian Power Systems clients, and timing of large projects from the Company’s Energy Services clients. Gross profit decreased by 15.5%, or $2.6 million, as compared to the comparable prior year period. Gross profit decreased primarily because of the decrease in revenue. Gross margin of 26.7% for the current period decreased slightly from 26.8% for the comparable prior year period. The Engineering segment operating income decreased by $1.2 million to $2.7 million for the thirty-nine weeks ended September 28, 2019, as compared to $3.9 million for the comparable prior year period. The decrease in operating income was primarily due to the decreases in revenue and gross profit, and offset by a decrease of $1.5 million to SGA expense. The decrease in SGA expense was primarily due to a lower allocation of corporate-generated SGA expense relative to the Company’s other two segments.

Specialty Health Care

Specialty Health Care revenue of $64.3 million for the thirty-nine weeks ended September 28, 2019 increased 6.1%, or $3.7 million, as compared to the comparable prior year period.  The increase was primarily due todriven by increases in revenues of $3.3$5.2 million from the Company's Energy Services Group, $2.8 million from the Company's Canadian Power Systems Engineering GroupNew York City office, and $0.5 million from the Company's Aerospace Engineering Group.  Gross profit increased 19.5%, or $2.7 million, as compared to the comparable prior year period. Gross profit increased due to the increase in revenues and an increase in gross margin to 27.5% for the current period as compared to 25.7% for the comparable prior year period. The gross margin increase was primarily due to more favorable utilization of billable consultants on fixed price contracts as the Company naturally experiences variability in utilization from quarter to quarter. The Engineering segment operating income was $3.9 million for the thirty-nine week period ended September 30, 2017 as compared to $2.0 million for the comparable prior year period. The improvement in operating income was primarily driven by the increase in gross profit and was offset by an increase in SGA expense of $0.8 million. The increase in SGA expense was primarily due to a higher allocation of corporate-generated SGA expense and also increased investment in selling costs.

Specialty Health Care
Specialty Health Care revenues of $49.2 million for the thirty-nine week period ended September 30, 2017 increased 13.2%, or $5.7 million, as compared to the comparable prior year period.  The primary reasons for the increase in the revenues for the Specialty Health Care segment were increases of $2.0$2.4 million from the Honolulu office, $1.7 million from the Chicago office, $1.3offset by decreases of $2.5 million from the travel nursing staffing group, and $1.2$0.8 million from the Chicago office, $0.4 million from the Locum Tenens Group, $0.1 million from the HIM practice, and $0.1 million from the Permanent Placement Group. The primary reason for revenue increases in New York City Office, partially offset by a decreaseand Hawaii was the incremental addition of paraprofessionals billed on school contracts. The Company primarily attributes the decline in revenue of $0.5 million from the permanent placement group.its travel nursing staffing group to increased competition from large national competitors. The Specialty Health Care segment'ssegment’s gross profit increased by 6.0%8.2%, or $0.7$1.1 million, to $12.1$14.9 million for the thirty-nine week periodweeks ended September 30, 201728, 2019, as compared to $11.5$13.8 million for the prior year period. The increase in gross profit was primarily driven by the increase in revenues, offset by lower gross profit margin. The Specialty Health Care segment's grossrevenue. Gross profit margin for the thirty-nine week periodweeks ended September 30, 2017 decreased28, 2019, increased to 24.7%23.2% as compared to 26.3%22.7% for the comparable prior year period. The decreaseCompany primarily attributes the increase in gross profit margin was primarily driven by a decrease in high gross profit margin permanent placement revenues and decreases in gross profit margin from the travel nursing staffing group and HIM practice, generally due to market factors including increased competition and constrained labor. Additionally, the Specialty Health Care segment added a significant number of paraprofessionals in both New York City and Hawaii. Many of these paraprofessionals were new to the Company's payroll, resulting in high unemployment tax expense.bill rate increases on certain major school contracts. Specialty Health Care experienced operating income of $0.5$1.7 million for the thirty-nine week periodweeks ended September 30, 201728, 2019, as compared to $1.1$1.2 million for the comparable prior year period. The primary reason for the decreaseincrease in operating income was an increase in SGA expense, partially offset by the increase into revenue and gross profit.  SGA expense increased by $1.2$0.7 million to $13.0 million, as compared to $12.3 million in the comparable prior year period. The increase in SGA expense was primarily due to the need to increase SGA infrastructure expense in order to support the increased activity levels associated with higher revenues in the current periodrevenue and anticipated, continued increased activity for the balancea higher allocation of the Company's fiscal 2017.corporate-generated SGA expense.

3536



ITEM 2.MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Thirty-Nine Week Period Ended September 30, 201728, 2019 Compared to Thirty-Nine Week Period Ended October 1, 2016September 29, 2018 (Continued)

Segment Discussion (Continued)
Information Technology

Information Technology revenuesrevenue of $25.0$25.5 million for the thirty-nine week periodweeks ended September 30, 2017 decreased 26.1%28, 2019 increased 15.4%, or $8.8$3.4 million, as compared to $33.8$22.1 million for the comparable prior year period. The decrease was primarilyCompany experienced increases to revenue from reductionsall its Information Technology business lines. The Company attributes these increases to investments in project revenues from several large clients that were not replaced.management and sales personnel. Gross profit of $6.5$6.9 million for the thirty-nine week periodweeks ended September 30, 2017 decreased 30.0%28, 2019, increased 19.3%, or $2.8$1.1 million, as compared to $9.3$5.8 million for the comparable prior year period. The decreaseincrease in gross profit was primarily due to the decreaseincrease in revenues and a decrease in gross profit margin.revenue.  The Information Technology gross profit margin for the thirty-nine week periodweeks ended September 30, 201728, 2019, was 26.1%27.1% as compared to 27.6% for the comparable prior year period.  Gross profit margin decreased because large project high-value, high-margin revenues decreased and thereby increased the portion of lower gross profit margin staffing-oriented revenues.   The Information Technology segment experienced an operating loss of $0.1 million for the thirty-nine week period ended September 30, 2017 as compared to operating income of $0.7 million26.3% for the comparable prior year period.  The decrease in operating income was dueCompany attributes the gross margin increase to higher utilization of the decrease in gross profit, partially offset by a decrease in SGA expense.Information Technology’s fixed labor consultants. SGA expense of $6.5increased by $1.0 million for the thirty-nine week period ended September 30, 2017 decreased $1.9 million as compared to $8.4 million in the comparable prior year period.$6.7 million. The decreaseincrease in SGA expense was primarily due to lower selling costs associated with lower gross profit,increased investments in management and sales personnel and a focus on reducing SGA expense and also a lowerhigher allocation of corporatecorporate-generated SGA expense.
The Company has an office in San Juan, Puerto Rico, which primarily operates in the Information Technology segment. Due largely to the impact of Hurricane Maria, the Company estimates that it lost revenues of approximately $0.1 million in September 2017. The lost revenues in September did not havesegment experienced a material impactnegligible increase to operating income foras the thirteen weeks ended September 30, 2017. During bothincrease in gross profit approximately offset the thirteen week periods ended April 1, 2017 and July 1, 2017 the Company's San Juan office generated $1.1 millionincrease in revenues. The Company believes that, for at least the next several quarters, San Juan revenues and contribution operating income will be materially impacted. In order to retain key consulting resources, the Company may need to pay full-time compensation to certain individuals who will not be billable to clients on a full-time basis (i.e. "bench time"). This bench time may materially impact the contribution operating income of the Information Technology segment.SGA expense. 

36



ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Thirty-Nine Week Period Ended September 30, 2017 Compared to Thirty-Nine Week Period Ended October 1, 2016 (Continued)

Segment Discussion (Continued)

Supplemental Operating Results on a Non-GAAP Basis

The following non-GAAP measures, which adjust for the categories of expenses described below, primarily changes in contingent consideration as a result of re-measurement in the amount of contingent consideration we expect to pay with respect to past acquisitions, are non-GAAP financial measures.  Our management believes that these non-GAAP financial measures ("EBITDA", "Adjusted EBITDA", "Adjusted Net Income" and "Diluted EPS") 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.  We believe that EBITDA is a performance measure and not a liquidity measure, and therefore a reconciliation between net income and EBITDA and Adjusted EBITDA has been provided.  EBITDA should not be considered as an alternative to net income as an indicator of performance.  In addition, EBITDA does not take into account changes in certain assets and liabilities as well as 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 measure and the corresponding adjustments used to calculate "EBITDA", "Adjusted EBITDA", "Adjusted Net Income" and "Diluted EPS" for the thirteen weeks and thirty-nine weeks ended September 30, 2017 and October 1, 2016.

 Thirteen Week Periods Ended Thirty-Nine Week Periods Ended 
 September 30, 2017 
October 1,
2016
 September 30, 2017 
October 1,
2016
 
GAAP net income$1,020 $110 $1,759 $1,974 
Income tax expense422 184 1,351 1,384 
Interest expense137 114 409 422 
Depreciation and amortization422 388 1,229 1,177 
EBITDA (non-GAAP)$2,001 $796 $4,748 $4,957 
         
Adjustments        
   Change in contingent consideration- - 781 - 
Gain (loss) on foreign currency
   transactions
 
17
 
 
14
 
 
(38
 
)
 
(9
 
)
Adjusted EBITDA (non-GAAP)$2,018 $810 $5,491 $4,948 
         
GAAP net income$1,020 $110 $1,759 $1,974 
Adjustments        
   Change in contingent consideration- - 781 - 
Adjusted net income (non-GAAP)$1,020 $110 $2,540 $1,974 
         
GAAP Diluted EPS$0.08 $0.01 $0.15 $0.16 
Adjustments        
   Change in contingent consideration- - $0.06 - 
Adjusted Diluted EPS (non-GAAP)$0.08 $0.01 $0.21 $0.16 
37



ITEM 2.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'sCompany’s Consolidated Statements of Cash Flows (in thousands):

 Thirty-Nine Week Periods Ended 
 
September 30,
2017
 
October 1,
2016
 
Cash provided by (used in):    
 Operating activities$6,956 $12,128 
 Investing activities($743)($729)
 Financing activities($5,621)($12,097)
 Thirty-Nine Week Periods Ended 
 
September 28,
2019
 
September 29,
2018
 
Cash (used in) provided by:    
 Operating activities($3,870)$2,064 
 Investing activities($296)($1,423)
 Financing activities$4,160 ($2,735)

Operating Activities

Operating activities provided $7.0used $3.9 million of cash for the thirty-nine week period ended September 30, 201728, 2019 as compared to $12.1providing $2.1 million in the comparable prior year period.  The major components of cash used in or provided by or used in operating activities in the thirty-nine week period ended September 30, 201728, 2019 and the comparable prior year period are as follows: net income and changes in accounts receivable, the net of transit accounts payable and transit accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and accrued payroll and related costs.

Net income for the thirty-nine week period ended September 30, 201728, 2019 was $1.8$3.0 million as compared to $2.0$2.1 million for the comparable prior year period.  A decreaseAn increase in accounts receivables in the thirty-nine week period ended September 30, 2017 provided $3.728, 2019 used $5.2 million of cash as compared to $8.6$1.7 million in the comparable prior year period. The Company primarily attributes the decreaseincrease in accounts receivables for the thirty-nine week period ended September 30, 201728, 2019 to improved collections, particularly from the Company'sseveral different clients in both its Engineering and Specialty Health Care segments that experienced temporary delays in its approval and Canadian Engineering clients.payment processes.  The Company anticipates that its accounts receivable balance relative to revenue will improve during the fourth quarter of fiscal 2019.

37



ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Liquidity and Capital Resources (Continued)

Operating Activities (Continued)

The Company'sCompany’s transit accounts payable generallyusually exceeds the Company'sCompany’s transit accounts receivable, but absolute amounts and differences fluctuate significantly from quarter to quarter in the normal course of business.  The net of transit accounts payable and transit accounts receivable was a net liabilitypayable of $1.3 million and $2.5$0.9 million as of September 30, 201728, 2019 and negligible as of December 31, 2016, respectively, so the29, 2018, generating $0.9 million of cash impact during the thirty-nine week period ended September 30, 2017 used $1.2 million in cash.28, 2019.  The net of transit accounts payable and transit accounts receivable was a net liabilitypayable of $2.4$0.1 million and $1.7 million as of October 1, 2016September 29, 2018 and of $1.5 million as of January 2, 2016,December 30, 2017, respectively, so the cash impact during the thirty-nine week period ended October 1, 2016 provided $0.9September 29, 2018 used $1.6 million in cash. 

Prepaid expenses and other current assets provided $0.2$0.5 million inof cash for the thirty-nine week period ended September 30, 201728, 2019 as compared to $1.8using $0.6 million inof cash for the comparable prior year period.  The Company attributes these changes to prepaid expenses and other current assets, if any, to general timing of payments in the normal course of business.

A decrease in accounts payable and accrued expenses used $1.3$3.4 million for the thirty-nine week period ended September 30, 201728, 2019 as compared to $1.7$0.2 million of cash for the comparable prior year period.  The Company attributes these changes to general timing of payments to vendors in the normal course of business.
38


ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Liquidity and Capital Resources (Continued)

Operating Activities (Continued)

A decreaseChanges in accrued payroll and related costs used $2.0 million for the thirty-nine week period ended September 30, 2017 used $0.2 million in cash28, 2019 as compared to using $2.3providing $0.9 million for the comparable prior year period.thirty-nine week period September 29, 2018.  There are three primary factors that generally impact accrued payroll and related costs: 1) there is a general correlation to operating expenses as payroll and related costs is the Company'sCompany’s largest expense group, so as operating costs increase or decrease, absent all other factors, so will the accrued payroll and related costs; 2) the Company pays the majority of its employeespayroll every two weeks and normally has thirteen weeks in a fiscal quarter, which means that the Company normally has a major payroll on the last business day of every other quarter; and 3) most of the Company'sCompany’s senior management participate in annual incentive plans and while progress advances are oftensometimes made during the fiscal year, these accrued bonus balances, to the extent they are projected to be achieved, generally accumulate throughout the year.  A significant portion of these incentive plan accruals are typically paid at the beginning of one fiscal year, pertaining to the prior fiscal year.  The Company'sCompany’s last major payroll for the thirty-nine week period ended September 30, 201728, 2019 was paid on September 29, 2017.27, 2019.

Investing Activities

Investing activities used cash of $0.7$0.3 million and $1.4 million for the thirty-nine week periodperiods ended September 30, 2017 as compared to $0.7 million for the comparable prior year period.28, 2019 and September 29, 2018, respectively.  Investing activities for both periods presented were primarily related to expenditures for property and equipment.

Financing Activities

Financing activities used $5.6provided $4.2 million of cash for the thirty-nine week period ended September 30, 201728, 2019 as compared to $12.1using $2.7 million in the comparable prior year period.  The Company made net repaymentsborrowings under its line of credit of $4.9$4.2 million during the thirty-nine week period ended September 30, 201728, 2019 as compared to net repayments of $9.8$2.8 million in the comparable prior year period.  The Company also used $0.4 million and $1.8 million to repurchase common stockprimary reason for net borrowings during the thirty-nine week period ended September 30, 2017 and comparable prior year period, respectively.  The Company also used $0.928, 2019 was to fund the $5.2 million to pay contingent consideration for both periods presented.increase in accounts receivable. The Company generated cash of $0.4$0.3 million from sales of shares from its equity plans for both periods presented.the current period and $0.4 million for the comparable prior year period.  The Company paid $0.6 million in contingent consideration during the thirty-nine week period ended September 28, 2019, as compared to $0.3 million in the comparable prior year period.

38



ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Liquidity and Capital Resources (Continued)

Financing Activities (Continued)

The Company and its subsidiaries are party to a loan agreementamended and restated its Revolving Credit Facility with Citizens Bank of Pennsylvania whichon October 18, 2019.  As amended and restated, the Revolving Credit Facility provides for a $35$45.0 million revolving credit facility, and includes ahas no sub-limit of $5 million for letters of credit, (the "Revolving Credit Facility") and expires December 11, 2019.  The Revolving Credit Facility has been amended several times, most recently pursuant to the Seventh Amendment entered into on MarchAugust 8, 2017 when the Company was granted a waiver that expressly excludes $1.3 million of certain legal settlement and office closure expenses in the calculation of the Company's loan covenants. 2023.

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, typically borrowed in fixed 30-day increments or (ii) the agent bank'sbank’s prime rate generally borrowed over shorter durations.  The Company also pays unused line fees based on the amount of the Revolving Credit Facility that is not drawn.  Unused line fees are recorded as interest expense.  The effective weighted average interest rate, including unused line fees, for the thirty-nine week period ended September 30, 201728, 2019 was 2.6%4.6%.

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 a covenant that restricts on the Company'sCompany’s ability to borrow in order to pay dividends.  As of September 30, 2017,28, 2019, the Company was in compliance with all covenants contained in itsthe Revolving Credit Facility.

Borrowings under the line of credit as of September 30, 201728, 2019 and December 31, 201629, 2018 were $9.5$31.7 million and $14.3$27.5 million, respectively.  At September 30, 201728, 2019 and December 31, 201629, 2018 there were letters of credit outstanding for $0.8$1.6 million.  At September 30, 2017,28, 2019, the Company had availability for additional borrowings under the Revolving Credit Facility of $24.7$11.7 million.
39



ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Liquidity and Capital Resources (Continued)

Commitments and Contingencies

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 (or a replacement thereof), 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.

39



ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Liquidity and Capital Resources (Continued)

Commitments and Contingencies (Continued)

The Company'sCompany’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. The Company has acquired numerous companies throughout its history and those acquisitions have generally included significant future contingent consideration.  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'sCompany’s future acquisition and expansion opportunities or how such opportunities will be financed.

The Company has a dispute with a customer that is a major utility in the United States. Both parties agreed in fiscal 2017 to resolve this dispute through binding arbitration.  Arbitration hearings with this customer started in fiscal 2018.  Essentially, the customer has not paid the balance of accounts receivable the Company believes are owed for certain disputed projects.  As of September 28, 2019 and December 29, 2018, the total amount of outstanding receivables from this customer on these disputed projects was $12.2 million and $8.9 million, respectively, subject to potential upward adjustment in damages claimed in arbitration.  Additionally, as part of the arbitration process, the customer has asserted counter-claims. While the total amount of asserted counter-claims is unknown as of September 28, 2019, the total amount of such counter-claims is anticipated to be at least $10.3 million.  The Company believes these counter-claims are retaliatory in nature.  Prior to the Company asserting its claims, the customer had not asserted any counter-claims.  The Company believes these counter-claims asserted by its customer have no merit and were merely asserted as a strategy to reduce the Company’s own claims in any arbitration award or potential settlement agreement. The Company believes that its accounts receivable balance, subject to reserves, is fully collectible. Furthermore, the Company believes that this arbitration will conclude prior to reporting its fiscal 2019 financial results.  While the Company believes the customer’s counter-claims to be frivolous and without merit, it can give no assurances that it will ultimately not have to pay all or a portion of such counter-claims.  The Company is continuing work on one of the engagements that have given rise to this dispute and also on several engagements from the same client that are not currently part of the arbitration.

The Company utilizes SAP software for its financial reporting and accounting system which was implemented in 1999 and has not undergone significant upgrades since its initial implementation.  The Company believes that it will become necessary to upgrade or replace its SAP financial reporting and accounting system.  The Company has not determined when this contemplated replacement may be necessary, but expects to undertake a comprehensive review of the system during fiscal 2017.necessary.  The Company estimates this upgrade or replacement of the third-partytheir financial reporting and accounting system will cost between $1.0 million and $2.0 million.  These estimates are subject to material change.

The Company'sCompany’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 at least the next 12 months.

The Company leases office facilities and various equipment under non-cancelable leases expiring at various dates through November 2022.May 2024.  Certain leases are subject to escalation clauses based upon changes in various factors.  The minimum future annual operating lease commitments for leases with non-cancelable terms, exclusive of unknown operating escalation charges, are as follows (in thousands):

Fiscal YearsAmount
2017 (after September 30, 2017)$856
20182,969
20191,632
2020999
2021489
Thereafter304
Total$7,249
40



ITEM 2.MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Liquidity and Capital Resources (Continued)

Commitments and Contingencies (Continued)

Maturities of lease liabilities are as follows:

 
Fiscal Year Ending
Operating Leases 
Finance
Leases
 
2019$673 $73 
20202,289 284 
20211,715 130 
20221,266 - 
2023877 - 
Thereafter186 - 
     
Total lease payments7,006 487 
Less: imputed interest(467)(6)
Total$6,539 $481 

Future Contingent Payments

As of September 30, 2017,28, 2019, the Company had fivetwo active acquisition agreements whereby additional contingent consideration may be earned by the former shareholders: 1) effective JulyOctober 1, 2012 the Company acquired certain assets of BGA, LLC ("BGA"); 2) effective August 1, 20142017, the Company acquired all of the stock of Point Comm, Inc. ("PCI"PSR Engineering Solutions d.o.o. Beograd (Voždovac) (“PSR”); 3) and 2) effective July 5, 2015,September 30, 2018 the Company acquired certain assets of Substation Design Services,Thermal Kinetics Engineering, PLLC and Thermal Kinetics Systems, LLC ("SDS"); 4) effective December 31, 2016, the Company acquired certain assets of Allied Health Professionals, LLC ("AHP") and 5) effective April 16, 2017 the Company acquired certain assets of R.A.F. Services, Inc. ("RAF"(together, “TKE”). The Company estimates future contingent payments at September 30, 201728, 2019 as follows:

Fiscal Year EndingTotal
December 30, 201728, 2019 (after September 30, 2017)28, 2019)$992        -
January 2, 2021388
January 1, 20221,754
December 30, 201831, 2022240919
Estimated future contingent consideration payments$1,2323,061

Estimates of future contingent payments are subject to significant judgment and actual payments may materially differ from estimates.  Potential futurefuture contingent payments to be made to all active acquisitions after September 28, 2019 are capped at a cumulative maximum of $2.9.$6.3 million.  The Company estimates future contingent consideration in payments based on forecasted performance and recorded at the net presentfair value of those expected payments as of September 30, 2017.  The measurement is based28, 2019.  During the thirty-nine week period ended September 28, 2019, the Company measured the intangibles acquired at fair value on significant inputs thata non-recurring basis.  Contingent consideration related to acquisitions are not observablerecorded at fair value (level 3) with changes in the market, which "Fair Value Measurements and Disclosures" (ASU Topic 820-10-35) refers to as Level 3 inputs.fair value recorded in other (expense) income, net.

41



ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company'sCompany’s exposure to market risk for changes in interest rates relates primarily to the Company'sCompany’s investment portfolio and debt instruments, which primarily consist of itsthe Revolving Credit Facility. 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 September 30, 2017,28, 2019, the Company'sCompany’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.  Based on the Company'sCompany’s variable-rate line of credit balances during the thirty-ninethirteen week period ended September 30, 2017,28, 2019, if the interest rate on the Company'sCompany’s variable-rate line of credit (using an incremental borrowing rate) during the period had been 1.0% higher, the Company'sCompany’s interest expense on an annualized basis would have increased by $0.1$0.3 million.  The Company does not expect any material loss with respect to its investment portfolio.


ITEM 4.CONTROLS AND PROCEDURES

The Company'sCompany’s management, under the supervision and with the participation of the Company'sCompany’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company'sCompany’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 effective 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'sSEC’s rules and forms and is accumulated and communicated to the Company'sCompany’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 beenwere no changes in the Company'sCompany’s internal control over financial reporting that occurred during the Company's most recent fiscal quarter andended September 28, 2019, that have materially affected or are reasonably likely to materially affect the Company'sCompany’s internal control over financial reporting.
42



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION


ITEM 1.LEGAL PROCEEDINGS

See discussion of Contingencies in Note 16 to the Consolidated Financial Statements included in Item 1 of this report.


ITEM 1A.RISK FACTORS

There have been no material changes from the risk factors disclosed in the "Risk Factors" section“Risk Factors” sections (Item 1A) of the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2016.

Operations in Puerto Rico

Our office in San Juan, Puerto Rico has been significantly impacted by Hurricane Maria.  Since that event in September 2017, that office has not generated meaningful revenues, and may not generate significant revenues in the near future, or ever.  In addition, while Puerto Rico in general and our office in particular work to recover, we expect to incur expenses, such as full-time compensation to certain individuals whom we seek to retain long-term, without receiving any associated revenue.29, 2018.


ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.


ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.OTHER INFORMATION

None.
43



ITEM 6.EXHIBITS

Certification of President and ChiefPrincipal Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
  
Certification of ChiefPrincipal Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
  
Certification of President and ChiefPrincipal Executive Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.  (This exhibit shall not be deemed "filed"“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.)
  
Certification of ChiefPrincipal Financial Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.  (This exhibit shall not be deemed "filed"“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.)
  
101.INS*XBRL Instance Document
  
101.SCH*XBRL Taxonomy Extension Schema Document
  
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
  
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
  
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Documents
  
101.DEF*XBRL Taxonomy Definition Linkbase Document

__________

*Filed herewith
**Furnished herewith
44



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:  November 2, 20177, 2019 
By: /s/ Rocco Campanelli
Bradley S. Vizi
   
Rocco CampanelliBradley S. Vizi
PresidentExecutive Chairman and Chief Executive OfficerPresident
(Principal Executive Officer and
Duly Authorized Officer of the Registrant)





Date:  November 2, 20177, 2019 
By: /s/ Kevin D. Miller
   
Kevin D. Miller
Chief Financial Officer
(Principal Financial Officer and
Duly Authorized Officer of the Registrant)



45


Exhibit 31.1

RCM TECHNOLOGIES, INC.
CERTIFICATIONS REQUIRED BY
RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

CERTIFICATION

I, Rocco Campanelli,Bradley S. Vizi, 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'sregistrant’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant'sregistrant’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

(d)disclosed in this annual report any change in the registrant'sregistrant’s internal control over financial reporting that occurred during the registrant'sregistrant’s most recent fiscal quarter (the registrant'sregistrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant'sregistrant’s internal control over financial reporting; and

5.The registrant'sregistrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant'sregistrant’s auditors and the audit committee of the registrant'sregistrant’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'sregistrant’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'sregistrant’s internal control over financial reporting.

Date:  November 2, 20177, 2019 
/s/ Rocco CampanelliBradley S. Vizi
Rocco CampanelliBradley S. Vizi
PresidentExecutive Chairman and Chief Executive OfficerPresident

46


Exhibit 31.2

RCM TECHNOLOGIES, INC.
CERTIFICATIONS REQUIRED BY
RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

CERTIFICATION

I, Kevin D. Miller, 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'sregistrant’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant'sregistrant’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

(d)disclosed in this annual report any change in the registrant'sregistrant’s internal control over financial reporting that occurred during the registrant'sregistrant’s most recent fiscal quarter (the registrant'sregistrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant'sregistrant’s internal control over financial reporting; and

5.The registrant'sregistrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant'sregistrant’s auditors and the audit committee of the registrant'sregistrant’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'sregistrant’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'sregistrant’s internal control over financial reporting.

Date:  November 2, 20177, 2019 
/s/ Kevin D. Miller
Kevin D. Miller
Chief Financial Officer

47



Exhibit 32.1


RCM TECHNOLOGIES, INC.

CERTIFICATIONS REQUIRED BY
RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934




I, Rocco Campanelli,Bradley S. Vizi, Executive Chairman and President and Chief Executive Officer of RCM Technologies, Inc., a Nevada corporation (the "Company"“Company”), hereby certify that, to my knowledge:

(1)  The Company'sCompany’s periodic report on Form 10-Q for the quarter ended September 30, 201728, 2019 (the "Form 10-Q"“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/ Rocco CampanelliBradley S. Vizi 
Rocco CampanelliBradley S. Vizi
PresidentExecutive Chairman and Chief Executive OfficerPresident

Date:  November 2, 20177, 2019
48



Exhibit 32.2


RCM TECHNOLOGIES, INC.

CERTIFICATIONS REQUIRED BY
RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934




I, Kevin D. Miller, Chief Financial Officer of RCM Technologies, Inc., a Nevada corporation (the "Company"“Company”), hereby certify that, to my knowledge:

(1)  The Company'sCompany’s periodic report on Form 10-Q for the quarter ended September 30, 201728, 2019 (the "Form 10-Q"“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/ Kevin D. Miller 
Kevin D. Miller
Chief Financial Officer

Date:  November 2, 20177, 2019

49