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 June 30, 201829, 2019

OR

[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  to 
_____________ 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, 12,285,22712,955,847 shares outstanding as of August 14, 2018.8, 2019.


RCM TECHNOLOGIES, INC. AND SUBSIDIARIES



PART I - FINANCIAL INFORMATION 
  
 Page
Item 1.Consolidated Financial Statements 
   
 
Consolidated Balance Sheets as of June 30, 201829, 2019 (Unaudited)
and December 30, 201729, 2018
 
3
   
 
Unaudited Consolidated Statements of Income for the Thirteen and
Twenty-Six Week Periods Ended June 29, 2019 and June 30, 2018 and July 1, 2017
 
4
   
 
Unaudited Consolidated Statements of Comprehensive Income for the
Twenty-Six Week Periods Ended June 29, 2019 and June 30, 2018 and July 1, 2017
 
5
   
 
Unaudited Consolidated Statement of Changes in Stockholders'Stockholders’ Equity
for the Twenty-Six Week Period Ended June 30, 201829, 2019
6
   
 
Unaudited Consolidated Statements of Cash Flows for the
Twenty-Six Week Periods Ended June 29, 2019 and June 30, 2018 and July 1, 2017
 
7
   
 Notes to Unaudited Consolidated Financial Statements8
   
Item 2.
Management'sManagement’s Discussion and Analysis of Financial Condition
and Results of Operations
 
2627
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk4142
   
Item 4.Controls and Procedures4142
  
  
PART II - OTHER INFORMATION 
  
Item 1.Legal Proceedings4243
   
Item 1A.Risk Factors4243
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds4243
   
Item 3.Defaults Upon Senior Securities4243
   
Item 4.Mine Safety Disclosures4243
   
Item 5.Other Information43
   
Item 6.Exhibits44
  
Signatures45

2


ITEM 1.CONSOLIDATED FINANCIAL STATEMENTS

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 201829, 2019 and December 30, 201729, 2018
(In thousands, except share and per share amounts)

June 30, December 30,  June 29, December 29, 
2018 2017  2019 2018 
(Unaudited)    (Unaudited)   
Current assets:Current assets:    Current assets:    
Cash and cash equivalents$431 $2,851 Cash and cash equivalents$868 $482 
Accounts receivable, net51,741 46,080 Accounts receivable, net58,230 52,335 
Transit accounts receivable1,227 3,002 Transit accounts receivable1,780 2,569 
Prepaid expenses and other current assets3,056 3,706 Prepaid expenses and other current assets3,057 3,425 
 Total current assets56,455 55,639  Total current assets63,935 58,811 
            
Property and equipment, netProperty and equipment, net3,259 3,446 Property and equipment, net3,083 3,485 
         
Other assets:Other assets:    Other assets:    
Deposits230 215 Deposits214 214 
Goodwill11,685 11,685 Goodwill17,532 17,532 
Intangible assets, net71 105 Operating right of use asset6,101 - 
Deferred tax assets, net, domestic2,113 2,189 Intangible assets, net578 743 
 Total other assets14,099 14,194 Deferred tax assets, net, domestic656 725 
       Total other assets25,081 19,214 
 Total assets$73,813 $73,279       
 Total assets$92,099 $81,510 

Current liabilities:    
 Accounts payable and accrued expenses$6,878 $8,634 
 Transit accounts payable1,789 4,661 
 Accrued payroll and related costs9,414 7,780 
 Income taxes payable658 372 
 Liability for contingent consideration from acquisitions482 741 
  Total current liabilities19,221 22,188 
     
Deferred tax liability, foreign422 431 
Liability for contingent consideration from acquisitions1,251 1,350 
Borrowings under line of credit29,202 27,279 
 Total liabilities50,096 51,248 
     
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;    
  
15,062,930 shares issued and 12,239,758 shares outstanding at
June 30, 2018 and 15,017,522 shares issued and 12,194,350 shares outstanding at December 30, 2017
753 751 
 Additional paid-in capital104,933 104,540 
 Accumulated other comprehensive loss(2,536)(2,395)
 Accumulated deficit(64,446)(65,878)
 Treasury stock (2,823,172 shares at June 30, 2018 and    
  December 30, 2017) at cost(14,987)(14,987)
  Stockholders' equity23,717 22,031 
       
  Total liabilities and stockholders' equity$73,813 $73,279 

Current liabilities:    
 Accounts payable and accrued expenses$8,106 $9,969 
 Transit accounts payable2,680 2,506 
 Accrued payroll and related costs7,823 9,028 
 Finance lease payable291 - 
 Income taxes payable381 97 
 Operating right of use liability2,093 - 
 Liability for contingent consideration from acquisitions450 1,588 
  Total current liabilities21,824 23,188 
     
Deferred tax liability, foreign401 398 
Finance lease payable270 - 
Liability for contingent consideration from acquisitions3,845 3,185 
Operating right of use liability4,267 - 
Borrowings under line of credit30,943 27,540 
 Total liabilities61,550 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;    
  
15,719,944 shares issued and 12,896,772 shares outstanding at
June 29, 2019 and 15,578,345 shares issued and 12,755,173 shares outstanding at December 29, 2018
785 778 
 Additional paid-in capital107,932 107,326 
 Accumulated other comprehensive loss(2,732)(2,755)
 Accumulated deficit(60,449)(63,163)
 Treasury stock (2,823,172 shares at June 29, 2019 and    
  December 29, 2018) at cost(14,987)(14,987)
  Stockholders’ equity30,549 27,199 
       
  Total liabilities and stockholders’ equity$92,099 $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 Twenty-Six Week Periods Ended June 29, 2019 and June 30, 2018 and July 1, 2017
(Unaudited)
(In thousands, except per share amounts)



 Thirteen Weeks Ended Twenty-Six Weeks Ended 
 
June 30,
2018
 
July 1,
2017
 
June 30,
2018
 
July 1,
2017
 
         
Revenues$51,710 $45,512 $102,522 $91,853 
Cost of services38,975 33,399 77,232 67,988 
Gross profit12,735 12,113 25,290 23,865 
         
Operating costs and expenses        
 Selling, general and administrative10,076 10,075 20,497 20,392 
 Depreciation and amortization398 410 812 807 
 Severance, professional fees and other charges1,371 - 1,371 - 
 Change in contingent consideration- 781 - 781 
Operating costs and expenses11,845 11,266 22,680 21,980 
         
Operating income890 847 2,610 1,885 
         
Other (expense) income        
 Interest expense and other, net(400)(134)(666)(272)
 Gain (loss) on foreign currency transactions12 53 (29)55 
Other (expense) income(388)(81)(695)(217)
         
Income before income taxes502 766 1,915 1,668 
Income tax expense121 577 483 929 
         
Net income$381 $189 $1,432 $739 
         
Basic and diluted net earnings per share$0.03 $0.02 $0.12 $0.06 






 Thirteen Weeks Ended Twenty-Six Weeks Ended 
 
June 29,
2019
 
June 30,
2018
 
June 29,
2019
 
June 30,
2018
 
         
Revenue$50,705 $51,710 $102,300 $102,522 
Cost of services37,902 38,975 76,980 77,232 
Gross profit12,803 12,735 25,320 25,290 
         
Operating costs and expenses        
 Selling, general and administrative10,202 10,076 20,667 20,497 
 
Depreciation and amortization of property
   and equipment
325 381 640 778 
 Amortization of acquired intangible assets83 17 165 34 
 Severance, professional fees and other charges- 1,371 - 1,371 
Operating costs and expenses10,610 11,845 21,472 22,680 
         
Operating income2,193 890 3,848 2,610 
         
Other (expense) income        
 Interest expense and other, net(458)(400)(887)(666)
 Imputed interest on contingent consideration(48)- (96)- 
 Gain (loss) on foreign currency transactions23 12 34 (29)
Other expense, net(483)(388)(949)(695)
         
Income before income taxes1,710 502 2,899 1,915 
Income tax expense459 121 185 483 
         
Net income$1,251 $381 $2,714 $1,432 
         
Basic and diluted net earnings per share$0.10 $0.03 $0.21 $0.12 



4

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



RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Twenty-Six Week Periods Ended June 29, 2019 and June 30, 2018 and July 1, 2017
(Unaudited)
(In thousands)



June 30,
2018
 
July 1,
2017
 
June 29,
2019
 
June 30,
2018
 
        
Net income$1,432 $739 $2,714 $1,432 
Other comprehensive loss(141)(3)
Other comprehensive gain (loss)23 (141)
Comprehensive income$1,291 $736 $2,737 $1,291 


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
Twenty-Six Week PeriodPeriods Ended June 29, 2019 and June 30, 2018
(Unaudited)
(In thousands, except share amounts)



 
 
Common Stock
 
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Loss
 
 
 
Accumulated
Deficit
 
 
 
Treasury Stock
 Total 
 
 
Common Stock
 
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Loss
 
 
 
Accumulated
Deficit
 
 
 
Treasury Stock
 Total 
Issued
Shares
 Amount
 
Shares
 
 
Amount
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 
                
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
45,408 2 192 - - 
 
-
 
 
-
 194 59,451 3 162 - - - - 165 
Translation adjustment- - - (141)- - - (141)- - - 11 - - - 11 
Share-based compensation expense- - 201 - - - - 201 - - 241 - - - - 241 
Issuance of stock upon vesting of
restricted stock units
57,148 3 (3)- - - - - 
Net income- - - - 1,432 - - 1,432 - - - - 1,463 - - 1,463 
                                
Balance, June 30, 2018$15,062,930 $753 $104,933 ($2,536)($64,446)2,823,172 ($14,987)$23,717 
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 




 
 
 
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 


6

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


RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Twenty-Six Week Periods Ended June 29, 2019 and June 30, 2018 and July 1, 2017
 (Unaudited)
(In thousands)


June 30,
2018
 
July 1,
2017
 
June 29,
2019
 
June 30,
2018
 
Cash flows from operating activities:Cash flows from operating activities:    Cash flows from operating activities:    
Net income$2,714 $1,432 
Net income$1,432 $739      
     
Adjustments to reconcile net income to net cash used in
   operating activities:
    
Adjustments to reconcile net income to net cash (used in) provided by
  operating activities:
     Depreciation and amortization805 812 
 Depreciation and amortization812 807  Imputed interest on contingent consideration96 - 
 Change in contingent consideration- 781  Share-based compensation expense448 201 
 Share-based compensation expense201 395  Provision for losses on accounts receivable72 323 
 Provision for losses on accounts receivable323 428  Deferred income tax expense73 66 
 Deferred income tax expense66 196  Changes in assets and liabilities:    
 Changes in assets and liabilities:      Accounts receivable(5,911)(6,160)
  Accounts receivable(6,160)1,607   Prepaid expenses and other current assets658 274 
  Prepaid expenses and other current assets274 251   Net of transit accounts receivable and payable962 (1,094)
  Net of transit accounts receivable and payable(1,094)(272)  Accounts payable and accrued expenses(1,465)(1,425)
  Accounts payable and accrued expenses(1,425)(536)  Accrued payroll and related costs(1,217)1,665 
  Accrued payroll and related costs1,665 468   Right of use assets and liabilities259 - 
  Income taxes payable296 466   Income taxes payable29 296 
Total adjustments(5,042)4,591 Total adjustments(5,191)(5,042)
Net cash (used in)  provided by operating activities(3,610)5,330 Net cash used in operating activities(2,477)(3,610)
         
Cash flows from investing activities:Cash flows from investing activities:    Cash flows from investing activities:    
Property and equipment acquired(598)(552)Property and equipment acquired(238)(598)
Decrease in deposits(15)1 Increase in deposits- (15)
Net cash used in investing activities(613)(551)Net cash used in investing activities(238)(613)
          
Cash flows from financing activities:Cash flows from financing activities:    Cash flows from financing activities:    
Borrowings under line of credit44,044 42,569 Borrowings under line of credit52,231 44,044 
Repayments under line of credit(42,121)(46,787)Repayments under line of credit(48,828)(42,121)
Issuance of stock for employee stock purchase plan194 192 Issuance of stock for employee stock purchase plan165 194 
Common stock repurchases- (365)Changes in finance lease obligations146 - 
Contingent consideration paid(300)(258)Contingent consideration paid(574)(300)
Net cash provided by (used in) financing activities1,817 (4,649)Net cash provided by financing activities3,140 1,817 
Effect of exchange rate changes on cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalents(14)(18)Effect of exchange rate changes on cash and cash equivalents(39)(14)
(Decrease) increase in cash and cash equivalents(2,420)112 
Increase (decrease) in cash and cash equivalentsIncrease (decrease) in cash and cash equivalents386 (2,420)
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period2,851 279 Cash and cash equivalents at beginning of period482 2,851 
         
Cash and cash equivalents at end of periodCash and cash equivalents at end of period$431 $391 Cash and cash equivalents at end of period$868 $431 
         
Supplemental cash flow information:Supplemental cash flow information:    Supplemental cash flow information:    
Cash paid for:    Cash paid for:    
 Interest$446 $236  Interest$828 $446 
 Income taxes$338 $231  Income taxes$92 $338 
            
Non-cash investing activities:    
Non-cash consideration for business acquisition$   - $133 
      
Non-cash financing activities:Non-cash financing activities:    Non-cash financing activities:    
Vesting of restricted stock units$   - $117 Vesting of restricted stock units$300 $   - 

7

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 30, 201729, 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 twenty-six week periods ended June 30, 201829, 2019 are not necessarily indicative of results that may be expected for the full 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 30, 201729, 2018 was a 52-week reporting year.  The second fiscal quarters of 20182019 and 20172018 ended on the following dates, respectively:

Period EndedWeeks in QuarterWeeks in Year to Date
June 30, 201829, 2019ThirteenTwenty-Six
July 1, 2017June 30, 2018ThirteenTwenty-Six

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.


8



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'sCompany’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.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

As of December 31, 2017, theThe Company adopted Accounting Standards Update ("ASU")records revenue under ASU 2014-09, Revenue from Contracts with Customers ("ASC 606"), using the modified retrospective approach.  Revenues are.  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. The adoption of ASC 606 did not result in an adjustment to retained earnings in the Company's consolidated balance sheet as of December 31, 2017.

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

The following table presents our revenuesrevenue disaggregated by revenue source for the thirteen and twenty-six weeksweek periods ended June 29, 2019 and June 30, 2018 and July 1, 2017:2018:
 
June 30,
2018
 
July 1,
2017
Engineering:   
Time and Material$38,460 $34,078
Fixed Fee4,528 5,732
Total Engineering$42,988 $39,810
    
Specialty Health Care:   
Time and Material$44,697 $33,726
Permanent Placement Services795 1,150
Total Specialty Health Care$45,492 $34,876
    
Information Technology:   
Time and Material$13,950 $16,921
Permanent Placement Services92 246
Total Information Technology$14,042 $17,167
 $102,522 $91,853

 
Thirteen Week
Periods Ended
 
Twenty-Six Week
Periods Ended
 
 
June 29,
2019
 
June 30,
2018
 
June 29,
2019
 
June 30,
2018
 
Engineering:        
Time and Material$13,528 $19,220 $27,371 $38,460 
Fixed Fee5,098 2,351 10,267 4,528 
Permanent Placement Services(43)- - - 
Total Engineering$18,583 $21,571 $37,638 $42,988 
         
Specialty Health Care:        
Time and Material$23,140 $22,584 $47,046 $44,697 
Permanent Placement Services230 274 494 795 
Total Specialty Health Care$23,370 $22,858 $47,540 $45,492 
         
Information Technology:        
Time and Material$8,641 $7,281 $16,950 $13,950 
Permanent Placement Services111 - 172 92 
Total Information Technology$8,752 $7,281 $17,122 $14,042 
 $50,705 $51,710 $102,300 $102,522 

9




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

3.Revenue Recognition (Continued)

Time and Material
The Company'sCompany’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'sCompany’s time and material contracts are typically based on the number of hours worked at contractually agreed upon rates, therefore revenuesrevenue 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 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'sCompany’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.  RevenuesRevenue under these arrangements are recognized as the costs on these contracts are incurred.  On an infrequent basis, amounts paid in excess of revenuesrevenue 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 recorded based upon contractual rates per hour.  Additionally, some contracts contain "Performance Fees"“Performance Fees” (bonuses) for completing a contract under budget.  Performance Fees, if any, are recorded when earned.  Some contracts also limit revenuesrevenue 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'sCompany’s client.

ThereDeferred revenue was no deferred revenue balance$389 and $150 at June 30, 2018.  The deferred revenue balance at29, 2019 and December 30, 2017 was $59629, 2018, respectively and is included in accounts payable and accrued expenseexpenses in the accompanying consolidated balance sheet at that date.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 twenty-six week period ended June 30, 2018,29, 2019, the Company recognized revenue of $596$150 that was included in deferred revenue at the beginning of the reporting period.


10




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:

June 30,
2018
 
December 30,
2017
 
June 29,
2019
 
December 29,
2018
 
Billed$37,934 $31,448 $32,270 $32,323 
Accrued and unbilled9,891 10,573 12,620 10,383 
Work-in-progress5,173 5,026 3,628 2,252 
Accounts receivable subject to arbitration11,204 8,820 
Allowance for sales discounts and doubtful accounts(1,257)(967)(1,492)(1,443)
        
Accounts receivable, net$51,741 $46,080 $58,230 $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 $1.2$1.8 million and related transit accounts payable was $1.8$2.7 million, for a net payable of $0.6$0.9 million as of June 30, 2018.29, 2019.  The transit accounts receivable was $3.0$2.6 million and related transit accounts payable was $4.7$2.5 million, for a net payablereceivable of $1.7$0.1 million, as of December 30, 2017.29, 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 to the Company for certain disputed projects.  The Company recently compelled arbitration with this customer.  As of June 30, 201829, 2019 the total amount of outstanding receivables from this customer is $6.4on these disputed projects was $11.2 million, subject to anpotential upward adjustment following disclosures by the customer in thedamages claimed in arbitration.  Additionally, as part of the arbitration process, the customer has asserted counter claimscounter-claims. While the total amount of $9.3asserted counter-claims is unknown as of June 29, 2019, the total amount of such counter-claims is anticipated to be at least $10.3 million.  The Company also believes these counter claims werecounter-claims are retaliatory in nature.  Prior to the arbitration,Company asserting its claims, the customer had not asserted any claims.counter-claims.  The Company believes these counter-claims asserted claimsby its customer have no merit and were merely asserted as a strategy to reduce the Company'sCompany’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 sometime late inprior to reporting its fiscal year 2018 or early fiscal 2019.2019 financial results.  While the Company believes the customer's counter claimscustomer’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 claims.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.



11




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:

June 30,
2018
 
December 30,
2017
June 29,
2019
 
December 29,
2018
Computers and systems$6,166 $7,200
Equipment and furniture$691 $938520 600
Computers and systems6,503 6,172
Leasehold improvements702 899475 743
7,896 8,0097,161 8,543
      
Less: accumulated depreciation and amortization4,637 4,5634,078 5,058
      
Property and equipment, net$3,259 $3,446$3,083 $3,485

The Company periodically writes off fully depreciated and amortized assets.  The Company wrote off fully depreciated and amortized assets of $711$1,620 and $367$711 during the twenty-six week periods ended June 29, 2019 and June 30, 2018, and July 1, 2017, respectively.  Depreciation and amortization expense of property and equipment for the twenty-six week periods ended June 29, 2019 and June 30, 2018 was $640 and July 1, 2017 was $778, and $774, 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.

TheFuture Contingent Payments
As of June 29, 2019, the Company madehad two active acquisition agreements whereby additional contingent consideration may be earned by the following acquisitions during fiscal 2018 and 2017:

RAF
Effective April 16,former shareholders: 1) effective October 1, 2017, the Company acquired the business operations of RAF. RAF has been in business since 1991 as a multi-disciplined engineering and consulting and design company, headquartered on Long Island. 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 goodwillthe stock of PSR Engineering Solutions d.o.o. Beograd (Voždovac) (“PSR”) and 2) effective September 30, 2018 the Company acquired certain assets of Thermal Kinetics Engineering, PLLC and Thermal Kinetics Systems, LLC (together, “TKE”). The Company estimates future contingent payments at June 29, 2019 as follows: 1) assumed liabilities of $123; and 2) estimated contingent consideration of $10 was paid in fiscal 2017.

Fiscal Year EndingTotal
December 28, 2019 (after June 29, 2019)$        -
January 2, 2021450
January 1, 20222,297
December 31, 20221,548
Estimated future contingent consideration payments$4,295

12




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)

PSR
Effective October 1, 2017 the Company acquired all of the stock of PSR. PSR was established in Serbia in 2006 and specializes in the design and engineering associated with high voltage substations, design engineering for electrical equipment in power plants, 3D modeling, commissioning, site supervision and other engineering services for clients in Europe, North America, South America and the Middle East. At the time of acquisition, PSR had a highly trained staff of approximately 30 engineers. PSR has acted as a subcontractor to the Company for over three years. The total purchase price of $3,248 included cash at closing of $1,000, estimated contingent consideration of $1,763 and $485 due to seller upon realization of net working capital recorded at closing.  As part of the working capital recorded at closing, the Company received cash of $237. The Company allocated $58 to fixed assets and the balance to goodwill.

Future Contingent Payments (Continued)
As of June 30, 2018, the Company had three active acquisition agreements whereby additional contingent consideration may be earned by the former shareholders: 1) effective July 1, 2012 the Company acquired certain assets of BGA, LLC ("BGA"); 2) effective July 5, 2015, the Company acquired certain assets of Substation Design Services, LLC ("SDS"); and 3) effective October 1, 2017, the Company acquired all of the stock of PSR Engineering Solutions d.o.o. Beograd (Voždovac) ("PSR"). The Company estimates future contingent payments at June 30, 2018 as follows:

Fiscal Years EndingTotal
December 29, 2018 (after June 30, 2018)$482
December 28, 2019526
January 2, 2021725
Estimated future contingent consideration payments$1,733


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 June 29, 2019 are capped at a cumulative maximum of $2.3$9.3 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 June 30, 2018.  The measurement is based on significant inputs that are not observable in the market, which "Fair Value Measurements and Disclosures" (ASU Topic 820-10-35) refers to as Level 3 inputs.  There has been no change in the fair value of contingent consideration for29, 2019.  During the twenty-six week period ended June 30, 2018.29, 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.

The Company paid contingent consideration of $0.6 million and $0.3 million during both the twenty-six week periods ended June 29, 2019 and June 30, 2018, respectively.

TKE
Effective September 30, 2018, the Company acquired the business operations of Thermal Kinetics Engineering, PLLC, a New York professional limited liability company and July 1, 2017.Thermal Kinetics Systems, LLC, a New York limited liability company (together, “TKE”). TKE is an established Buffalo-based engineering company providing full service process equipment supply, engineering, development and design services for construction and industrial 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 chemical, oil and gas, renewable fuels, pharmaceutical, and industrial manufacturing industries. TKE will complement and expand the Company’s services offerings, providing a stronger depth of experienced engineering resources and capabilities.  The preliminary consideration and estimated fair value of assets acquired and liabilities assumed is as follows:

Cash$1,066
Common stock of the Company1,878
Contingent consideration, at fair value2,935
Total consideration $5,879

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 preliminary estimated purchase price has been allocated as follows:

Fixed assets$12
Restricted covenants50
Customer relationships720
Goodwill5,847
Less: net liabilities assumed(750)
Total consideration $5,879


13




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)

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 income of TKE are included in the Company’s consolidated results of operations:
 Thirteen Week Twenty-Six Week 
 
Period Ended
June 29, 2019
 
Period Ended
June 29, 2019
 
Revenue$720 $3,364 
Operating (loss) income($210$173 

The following table represents the pro forma revenue and earnings for the thirteen and twenty-six week periods ended June 30, 2018:
 
Thirteen Week Period
Ended June 30, 2018
 
Twenty-Six Week Period
Ended June 30, 2018
 
 Historical 
Pro Forma Combined
(Unaudited)
 
 
 
Historical
 
Pro Forma Combined
(Unaudited)
 
Revenue$51,710 $53,530 $102,522 $106,161 
Operating income$890 $1,196 $2,610 $3,222 
Diluted net income per share$0.03 $0.05 $0.12 $0.15 

The combined pro forma revenue and operating income for the quarter ended June 30, 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.

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 twenty-six week periodperiods ended June 29, 2019 and June 30, 2018.

There were no changes in the carrying amount of goodwill for the twenty-six week period ended June 30, 2018.29, 2019.

 Engineering Specialty Health Care 
Information
Technology
 
 
Total
        
Balance as of June 30, 2018 and
   December 30, 2017
$7,249 $2,398 $2,038 $11,685
 Engineering Specialty Health Care 
Information
Technology
 
 
Total
        
Balance as of June 29, 2019 and
   December 29, 2018
$13,096 $2,398 $2,038 $17,532


14



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

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.

All of the Company’s intangible assets are associated with the Engineering segment.  Intangible assets other than goodwill are amortized over their useful lives.  Intangible assets are substantially attributable to the Company's Engineering segment and include the following:carried at cost, less accumulated amortization.

 Twenty-Six Week Periods Ended 
 June 30, 2018 July 1, 2017 
Customer contracts and relations$59 $115 
Non-compete agreements12 22 
     
Intangible assets$71 $137 
 Twenty-Six Week Periods Ended 
 
June 29,
2019
 December 29, 2018 
Restricted covenants$38 $51 
Customer relationships540 692 
     
Total intangible assets$578 $743 

Amortization expense of intangible assets for the twenty-six week periods ended June 29, 2019 and June 30, 2018 was $165 and July 1, 2017 was $34, and $33, respectively.

14




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

The Company and its subsidiaries are party to a loan agreementamended and restated its Revolving Credit Facility with Citizens Bank of Pennsylvania which, as of June 30, 2018,on August 9, 2018.  As amended and restated, the Revolving Credit Facility provides for a $40$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.on August 8, 2023. The amended and restated Revolving Credit Facility has been amended several times, most recently pursuant to the Eleventh Amendment entered into on May 21, 2018 when a tier from its interest rate pricing grid was eliminated.  The Company also entered into to the Tenth Amendment on February 14, 2018 whenprovides the Company increased the Revolving Credit Facility to $40 millionwith waivers from its previous amount of $35 million and entered into the  Ninth Amendment on December 8, 2017 when the Company was granted waivers that expressly allowed a cash dividendcertain financial covenant calculations of up to $12.4$1.4 million and waivedin the borrowers’ fiscal year ended December 29, 2018 for certain expenses, fromincluding severance accrued for the Company's loan covenant calculations, including $1.3 millionCompany’s former chief executive officer and related payroll taxes, continuation of certain expensesbenefits and professional fees, charges incurred related to transactional financial advisory fees, legal costs, office closuresfees associated with defending an ongoing frivolous lawsuit with a competitor of the Company, and other expenses in fiscal 2017, up to $1.0 million consulting expenses for analyzing tax credits for research and development costs and 179D energy savings tax credits onsearch fees associated with hiring a rolling four quarter basis and up to $4.6 million for goodwill impairment.  senior executive.  Except as noted, all material terms remain unchanged.

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 twenty-six week periodperiods ended June 29, 2019 and June 30, 2018 waswere 4.7% and 3.6%., respectively.

The Company and its subsidiaries amended and restated the Revolving Credit Facility on August 9, 2018 as more fully detailed in Footnote 18 – Subsequent Events.

15



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)

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.  The Company was not in compliance with one of its financial covenants as of June 29, 2019, based on the ratio of funded debt to Company’s operating income before depreciation and amortization (subject to certain other adjustments as defined in the Revolving Credit Facility) for the twelve months ended June 29, 2019. However, the Company obtained a waiver from its lender, Citizens Bank.  As of June 30, 2018,29, 2019, the Company was in compliance with all other covenants contained in the Revolving Credit Facility.

Borrowings under the line of credit as of June 30, 201829, 2019 and December 30, 201729, 2018 were $29.2$30.9 million and $27.3$27.5 million, respectively.  At June 30, 201829, 2019 and December 30, 201729, 2018 there were letters of credit outstanding for $0.8$1.6 million.  At June 30, 2018,29, 2019, the Company had availability for additional borrowings under the Revolving Credit Facility of $10.0$12.5 million.

15




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

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 twenty-six week periods ended June 29, 2019 and June 30, 2018 and July 1, 2017 was determined as follows:

Thirteen Week Periods Ended Twenty-Six Week Periods EndedThirteen Week Periods Ended Twenty-Six Week Periods Ended
June 30,
2018
 
July1,
2017
 
June 30,
2018
 
July1,
2017
June 29,
2019
 
June 30,
2018
 
June 29,
2019
 
June 30,
2018
              
Basic weighted average shares
outstanding
12,239,758 11,961,967 12,239,259 11,954,31012,880,179 12,239,758 12,868,356 12,239,259
Dilutive effect of outstanding restricted
stock awards
21,895 107,321 20,200 104,052
Dilutive effect of outstanding restricted
share units
57,932 21,895 50,727 20,200
Weighted average dilutive shares
outstanding
12,261,653 12,069,288 12,259,459 12,058,36212,938,111 12,261,653 12,919,083 12,259,459

For both the thirteen and the twenty-six weekall periods ended June 30, 2018,presented, there were no anti-dilutive shares not included in the calculation of common stock equivalents as there were no stock options outstanding.  For both the thirteen and the twenty-six week periods ended July 1, 2017 there were 40,000 absolute anti-dilutive shares not included in the calculation of common stock equivalents.  These were determined to be anti-dilutive because the exercise prices of the associated stock options for the periods were higher than the average market price of the Company's common stock for the same periods.outstanding.

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

June 30,
2018
 
December 30,
2017
June 29,
2019
 
December 29,
2018
      
Time-based restricted stock units outstanding96,195 87,034120,372 147,372
Performance-based restricted stock units outstanding240,000 400,000320,000 200,000
Future grants of options or shares483,071 332,232267,551 442,699
Shares reserved for employee stock purchase plan131,872 177,280326,952 386,403
      
Total951,138 996,5461,034,875 1,176,474




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

At June 30, 2018,29, 2019, the Company had two 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 expenses 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 $201$448 and $395 was recognized$201 for the twenty-six week periods ended June 29, 2019, and June 30, 2018, and July 1, 2017, respectively.  Share based compensation for theThe twenty-six week period ended June 30, 2018 did29, 2019, includes $152 of expense associated with performance-based restricted stock units, whereas the prior period does not include any expense associated with performance-based restricted stock units since they were, asunits. As of June 30, 2018, determined29, 2019, 40,000 performance-based restricted stock units outstanding were deemed as likely to bevest, and all other performance-based restricted stock units outstanding were deemed as unlikely to vest.

As of June 30, 2018,29, 2019, the Company had approximately $344$0.3 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

2014 Omnibus Equity Compensation Plan (the 2014 Plan)

The 2014 Plan, approved by the Company'sCompany’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 June 30, 2018,29, 2019, under the 2014 Plan, 96,195120,372 time-based and 240,000320,000 performance-based restricted share units were outstanding and 483,071267,551 shares were available for awards thereunder.

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.




17




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 January 2,December 31, 2018) was 45,408.59,451.  As of June 30, 2018,29, 2019, there were 131,872326,952 shares available for issuance under the Purchase Plan.

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 June 29, 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 issued time-based restricted stock units only under its 2007 Omnibus Equity Compensation Plan and the 2007 and 2014 Plans.Plan.  The 2007 Plan has expired and there are no time-based restricted stock units outstanding thereunder.  The following summarizes the activity in the time-based restricted stock units under the 2014 Plan during the twenty-six week period ended June 30, 2018:29, 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 30, 201787,034 $5.88
Outstanding non-vested at December 29, 2018147,372 $4.46
Granted15,000 $5.3320,000 $3.73
Vested- -(35,000)$4.41
Forfeited or expired5,839 $6.85(12,000)$5.84
Outstanding non-vested at June 30, 201896,195 $5.74
Outstanding non-vested at June 29, 2019120,372 $4.22

Based on the closing price of the Company'sCompany’s common stock of $4.94$4.00 per share on June 29, 201828, 2019 (the last trading day prior to June 30, 2018)29, 2019), the intrinsic value of the time-based non-vested restricted stock units at June 30, 201829, 2019 was approximately $475.$481.  As of June 30, 2018,29, 2019, there was approximately $344$220 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.




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)

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 June 29, 2019, there were no accrued dividends.  Dividends for performance-based restricted stock units that ultimately do not vest are forfeited.  

To date, the Company has issued performance-based restricted stock units only under the 2014 Plan.  The following summarizes the activity in the performance-based restricted stock units during 2018:the twenty-six week period ended June 29, 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 30, 2017400,000 $5.11
Outstanding non-vested at December 29, 2018200,000 $5.06
Granted200,000 $5.66167,148 $4.35
Vested- -(47,148)$3.69
Forfeited or expired360,000 $5.29- $     -
Outstanding non-vested at June 30, 2018240,000 $5.29
Outstanding non-vested at June 29, 2019320,000 $4.82

As of June 30, 2018,29, 2019, the Company currently considers the metrics related to 240,00040,000 of the total outstanding 320,000 performance-based restricted stock units as likely to be achieved, with the metrics related to the remaining 280,000 performance-based restricted stock units considered 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 the 40,000 performance-based restricted stock units deemed as likely to vest are deemed as unlikely to vest, the expense recognized as of June 29, 2019, will be reversed.  As of June 29, 2019, there was approximately $88 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.  For both the twenty-six week periodperiods ended June 29, 2019 and June 30, 2018, the Company did not have an active stock purchase program and therefore did not purchase any treasury shares. For the twenty-six week period ended July 1, 2017, the Company purchased 59,312 shares at an average price of $6.16.

19




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

13.13.   New Accounting Standards

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, (Topic 606) "Revenueand Updates from Contracts with Customers." Topic 606 supersedes the revenue recognition requirement in Topic "Revenue Recognition" (Topic 605), and requires entities to recognize revenue when control of the promised good or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for goods or services.  The Company adopted this standard in its fiscal 2018 first quarter using the modified retrospective approach.  See Note 3 for further details.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. The Company will adopt ASU 2016-02 in the first quarter of 2019.  Although the Company is in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements, the Company expects the most significant change will be related to the recognition of right-of-use assets and lease liabilities on the Company's balance sheet for real estate operating leases.

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 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 annual and interim reporting periods beginning after December 15, 2017.  The Company adopted ASU 2017-09 in its fiscal 2018 first quarter.  It did not have a material impact.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 guidance requires application using a retrospective transition method.  The Company adopted ASU 2016-15 in its fiscal 2018 first quarter.  It did not 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 Company adopted ASU 2017-01 in its fiscal 2018 first quarter.  It did not have a material impact. 

2019




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 30, 2017)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
June 29, 2019
 
Engineering
 Specialty Health Care 
Information
Technology
 
 
Corporate
 
 
Total
Revenue$18,583 $23,370 $8,752 $   - $50,705
Cost of services13,324 18,057 6,521 - 37,902
Gross profit5,259 5,313 2,231 - 12,803
Selling, general and administrative3,675 4,285 2,242 - 10,202
Depreciation and amortization302 86 20 - 408
Operating income (loss)$1,282 $942 ($31)$   - $2,193
Total assets as of June 29, 2019$50,520 $28,030 $8,028 $5,521 $92,099
Capital expenditures$25 $88 $4 $20 $137


Thirteen Week Period Ended
June 30, 2018
 
Engineering
 Specialty Health Care 
Information
Technology
 
 
Corporate
 
 
Total
Revenue$21,571 $22,858 $7,281 $   - $51,710
Cost of services15,934 17,771 5,270 - 38,975
Gross profit5,637 5,087 2,011 - 12,735
Selling, general and administrative4,104 4,137 1,835 - 10,076
Depreciation and amortization265 106 27 - 398
Severance, professional fees and
   other charges
- - - 1,371 1,371
Operating income (loss)$1,268 $844 $149 ($1,371)$890
          
Total assets as of June 30, 2018$35,602 $26,069 $6,497 $5,645 $73,813
Capital expenditures$282 $16 $9 $2 $309


20
Thirteen  Week Period Ended
July 1, 2017
 
Engineering
 Specialty Health Care 
Information
Technology
 
 
Corporate
 
 
Total
Revenue$20,586 $16,369 $8,557 $   - $45,512
Cost of services14,889 12,310 6,200 - 33,399
Gross profit5,697 4,059 2,357 - 12,113
Selling, general and administrative4,184 3,747 2,144 - 10,075
Change in contingent consideration- - - 781 781
Depreciation and amortization282 88 40 - 410
Operating income (loss)$1,231 $224 $173 ($781)$847
          
Total assets as of July 1, 2017$34,050 $16,742 $11,260 $3,574 $65,626
Capital expenditures$40 $415 - $5 $460



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)


Twenty-Six Week Period Ended
June 29, 2019
 
Engineering
 Specialty Health Care 
Information
Technology
 
 
Corporate
 
 
Total
Revenue$37,638 $47,540 $17,122 $   - $102,300
Cost of services27,682 36,593 12,705 - 76,980
Gross profit9,956 10,947 4,417 - 25,320
Selling, general and administrative7,491 8,779 4,397 - 20,667
Depreciation and amortization586 177 42 - 805
Operating income (loss)$1,879 $1,991 ($22)$   - $3,848
Total assets as of June 29, 2019$50,520 $28,030 $8,028 $5,521 $92,099
Capital expenditures$87 $104 $17 $30 $238


Twenty-Six Week Period Ended
June 30, 2018
 
Engineering
 Specialty Health Care 
Information
Technology
 
 
Corporate
 
 
Total
Revenue$42,988 $45,492 $14,042 $   - $102,522
Cost of services31,658 35,156 10,418 - 77,232
Gross profit11,330 10,336 3,624 - 25,290
Selling, general and administrative8,225 8,608 3,664 - 20,497
Depreciation and amortization548 211 53 - 812
Severance, professional fees and
   other charges
- - - $1,371 1,371
Operating income (loss)$2,557 $1,517 ($93)($1,371)$2,610
          
Total assets as of June 30, 2018$35,602 $26,069 $6,497 $5,645 $73,813
Capital expenditures$391 $56 $18 $133 $598
21



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)

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 twenty-six week periods ended June 29, 2019 and June 30, 2018 are as follows: 

  Thirteen Week Periods Ended Twenty-Six Week Periods Ended 
  June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018 
Revenue        
 U. S.$44,244 $42,044 $89,546 $83,635 
 Canada4,500 8,005 9,088 15,634 
 Puerto Rico1,209 1,046 2,412 2,029 
 Serbia752 615 1,254 1,224 
  $50,705 $51,710 $102,300 $102,522 

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

 
June 29,
2019
 December 29, 2018 
Total assets    
 U. S.$72,140 $61,417 
 Canada13,453 14,230 
 Puerto Rico2,083 1,954 
 Serbia4,423 3,909 
  $92,099 $81,510 

15.Income Taxes

The Company recognized $0.2 million of income tax expense for the twenty-six week period ended June 29, 2019, as compared to an income tax expense of $0.5 million for the comparable 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 for the current period was 27.1% as compared to 25.2% for the comparable prior year period. Not including the discrete tax benefit of $0.6 million due to the verbal settlement, the projected fiscal 2019 income tax rates as of June 29, 2019 were approximately 28.6%, 26.5% and 15.0% in the United States, Canada and 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 twenty-six week period ended June 29, 2019 was higher than the comparable prior year period was primarily due to the reduction in the rate of Serbian pretax income to consolidated pretax income. The comparable prior year period estimated income tax rates were 28.3%, 26.5% and 17.3% in the United States, Canada and Serbia, respectively, and yielded a consolidated effective income tax rate of approximately 25.2% for the twenty-six week period ended June 30, 2018. 

22



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

14.16.Segment Information (Continued)


Twenty-Six Week Period Ended
June 30, 2018
 
Engineering
 Specialty Health Care 
Information
Technology
 
 
Corporate
 
 
Total
Revenue$42,988 $45,492 $14,042 $   - $102,522
Cost of services31,658 35,156 10,418 - 77,232
Gross profit11,330 10,336 3,624 - 25,290
Selling, general and administrative8,225 8,608 3,664 - 20,497
Depreciation and amortization548 211 53 - 812
Severance, professional fees and
   other charges
- - - $1,371 1,371
Operating income (loss)$2,557 $1,517 ($93)($1,371)$2,610
          
Total assets as of June 30, 2018$35,602 $26,069 $6,497 $5,645 $73,813
Capital expenditures$391 $56 $18 $133 $598


Twenty-Six  Week Period Ended
July 1, 2017
 
Engineering
 Specialty Health Care 
Information
Technology
 
 
Corporate
 
 
Total
Revenue$39,810 $34,876 $17,167 $   - $91,853
Cost of services29,076 26,255 12,657 - 67,988
Gross profit10,734 8,621 4,510 - 23,865
Selling, general and administrative8,219 7,676 4,497 - 20,392
Change in contingent consideration- - - 781 781
Depreciation and amortization566 160 81 - 807
Operating income (loss)$1,949 $785 ($68)($781)$1,885
          
Total assets as of July 1, 2017$34,050 $16,742 $11,260 $3,574 $65,626
Capital expenditures$109 $415 - $28 $552

22




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)

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, Puerto Rico and Serbia. Revenues by geographic area for the twenty-six week periods ended June 30, 2018 and July 1, 2017 are as follows: 

  Thirteen Week Periods Ended Twenty-Six Week Periods Ended 
  June 30, 2018 July 1, 2017 June 30, 2018 July 1, 2017 
Revenues        
 U. S.$42,044 $37,158 $83,635 $75,876 
 Canada8,005 7,222 15,634 13,717 
 Puerto Rico1,046 1,132 2,029 2,260 
 Serbia615 - 1,224 - 
  $51,710 $45,512 $102,522 $91,853 

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

 
June 30,
2018
 December 30, 2017 
Total assets    
 U. S.$53,934 $52,595 
 Canada14,146 15,419 
 Puerto Rico1,854 1,891 
 Serbia3,879 3,374 
  $73,813 $73,279 

15.Income Taxes

On December 22, 2017, the SEC issued guidance under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118"), directing taxpayers to consider the impact of the Tax Act as "provisional" when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. The changes in the Tax Act are broad and complex. The final impacts of the Tax Act may differ from the Company's estimates due to, among other things, changes in interpretations of the Tax Act, further legislation related to the Tax Act, changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates to estimates the Company has utilized to calculate the impacts of the Tax Act. The SEC has issued rules that would allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the related tax impacts. The Company currently anticipates finalizing any resulting adjustments before the end of its fiscal year ending December 29, 2018.  The Company, based on current knowledge, estimated the impact of SAB 118 on its income tax provision for the fifty-two week period ended December 30, 2017.  The total impact was an increase to its fiscal 2017 tax expense of $1.2 million, including $1.0 million for a reduction in deferred tax benefit and $0.2 million related to transition repatriation taxes. Any subsequent changes to the Company's fiscal 2017 tax expense estimates, if any, could materially impact the Company's fiscal 2018 tax provision. As of June 30, 2018, the Company is unaware of any factors or potential revisions that would materially change the Company's estimated fiscal 2017 tax provision.

23




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

15.Income Taxes (Continued)
Contingencies

The projected fiscal 2018 effective income tax rates as of June 30, 2018 for the twenty-six week period ended June 30, 2018 are approximately 28.3%, 26.5% and 17.3% in the United States, Canada and Serbia, respectively, and yielded a consolidated effective income tax rate of approximately 25.2% for the twenty-six week period ended June 30, 2018.  The comparable prior year period estimated income tax rates were 41.6% and 26.5% in the United States and Canada, respectively, and yielded a consolidated effective income tax rate of approximately 37.9% for the twenty-six week period ended July 1, 2017.  The Company did not have Serbian operations for the comparable prior year period. The significant decrease in the tax rate in the United States for the twenty-six week period ended June 30, 2018 as compared to the comparable prior year period was due to the reduction in the Company's federal income tax rate to 21.0% from 34.0% as provided for in the Tax Cuts and Jobs Act. The relative income or loss generated in each jurisdiction can materially impact the overall effective income tax rate of the Company.

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 $9.4$10.3 million in damages (including $9.3 million in counter claims(as further described below) as of June 30, 2018.29, 2019.  As of June 30, 2018,29, 2019, the Company had a negligibledid 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 to the Company for certain disputed projects.  The Company recently compelled arbitration with this customer.  As of June 30, 201829, 2019 the total amount of outstanding receivables from this customer is $6.4on these disputed projects was $11.2 million, subject to anpotential upward adjustment following disclosures by the customer in thedamages claimed in arbitration.  Additionally, as part of the arbitration process, the customer has asserted counter claimscounter-claims. While the total amount of $9.3asserted counter-claims is unknown as of June 29, 2019, the total amount of such counter-claims is anticipated to be at least $10.3 million.  The Company also believes these counter claims werecounter-claims are retaliatory in nature.  Prior to the arbitration,Company asserting its claims, the customer had not asserted any claims.counter-claims.  The Company believes these counter-claims asserted claimsby its customer have no merit and were merely asserted as a strategy to reduce the Company'sCompany’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 sometime late inprior to reporting its fiscal year 2018 or early fiscal 2019.2019 financial results.  While the Company believes the customer's counter claimscustomer’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 claims.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”.






2423




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

17.  Severance, Professional Fees
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 Other Chargescontinue 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 experienced $1.4 million in severance, professional fees and other chargesdetermines 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 thirteen week period ended June 30, 2018.  These charges include severance accrued forlease term and lease liabilities represent an obligation to make lease payments arising from the Company's former chief executive officerlease. 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 payroll taxes, continuation oflease liability include options to extend or terminate the lease when it is reasonably 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 frivolous lawsuit with a competitor ofthat 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 search fees associated with hiring a senior executive.interest expense using the accelerated interest method of recognition. The Company did not incur any such charges inhas 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 comparable prior year period.

18.  Subsequent Eventsexception of its real estate leases.

The Company and its subsidiaries amended and restated its Revolving Credit Facility with Citizens Bankcomponents of Pennsylvania on August 9, 2018.  As amended and restated, the Revolving Credit Facility, now provides for a $45.0 million revolving credit facility (increased from $40.0 million), no longer has a sub-limit for letters of credit (from a sub-limit of $5.0 million) and expires on August 8, 2023. The amended and restated Revolving Credit Facility provides the Company waivers from certain financial covenant calculations of up to $1.4 million in the borrowers' fiscal year ending on December 31, 2018 for certain expenses including severance accrued for the Company's former chief executive officer and related payroll taxes, continuation of certain benefits and professional fees, charges incurredlease expense were as follows:

Twenty-Six Week
Period Ended
June 29, 2019
Operating lease cost$989
Amortization of ROU assets$146
Interest on lease liabilities3
Total finance lease cost$149


24



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 transactional financial advisory fees, legal fees associated with defending an ongoing frivolous lawsuit with a competitor of the Company, and search fees associated with hiring a senior executive.  Exceptleases was as noted, all material terms remain unchanged.follows:

Twenty-Six Week
Period Ended
June 29, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$940
Operating cash flows from finance leases3
Financing cash flows from finance leases144
Right of use assets obtained in exchange for lease obligations
Operating leases6,983
Finance leases-

Supplemental Balance Sheet information related to leases was as follows:

Operating leases
Operating lease right of use assets$6,101
Other current liabilities($2,093)
Operating lease liabilities(4,267)
Total operating lease liabilities($6,360)
Finance leases
Property and equipment - (ROU assets)$874
Accumulated depreciation(315)
Property and equipment, net$559
Other current liabilities($291)
Other long term liabilities(270)
Total finance lease liabilities($561)
Weighted average remaining lease term
Operating leases2.15 Years
Finance leases1.95 Years
Weighted average discount rate
Operating leases4.04%
Finance leases.90%

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)

Maturities of lease liabilities are as follows:

 
Fiscal Year Ending
Operating Leases 
Finance
Leases
 
2019$1,195 $148 
20201,994 287 
20211,445 132 
20221,148 - 
2023877 - 
Thereafter186 - 
     
Total lease payments6,845 567 
Less: imputed interest(485)(6)
Total$6,360 $561 

26



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 disputes; (xviii)litigation; (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.


2627



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.
2728



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

Critical Accounting Policies and Use of Estimates
 
This Management's Discussion and Analysis of Financial Condition and Results of Operations is based on our unaudited interim condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("(“U.S. GAAP"GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates 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 revenuesrevenue 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 30, 2017.29, 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 effects of matters that are inherently uncertain. Such policies are summarized in Item 7. "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” of our Annual Report on Form 10-K for the year ended December 30, 2017.29, 2018.
 
Recently Issued Accounting Pronouncements
 
A discussion of the recently issued accounting pronouncements is set forth in Note 13, New Accounting Standards, in the unaudited interim condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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.
2829



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

Thirteen Week Period Ended June 30, 201829, 2019 Compared to Thirteen Week Period Ended July 1, 2017June 30, 2018

A summary of operating results for the thirteen week periods ended June 29, 2019 and June 30, 2018 and July 1, 2017 is as follows (in thousands):

June 30, 2018 July 1, 2017 June 29, 2019 June 30, 2018 
 
Amount
 % of Revenue 
 
Amount
 % of Revenue 
 
Amount
 % of Revenue 
 
Amount
 % of Revenue 
Revenues$51,710 100.0 $45,512 100.0 
Revenue$50,705 100.0 $51,710 100.0 
Cost of services38,975 75.4 33,399 73.4 37,902 74.7 38,975 75.4 
Gross profit12,735 24.6 12,113 26.6 12,803 25.3 12,735 24.6 
                
Selling, general and administrative10,076 19.5 10,075 22.1 10,202 20.1 10,076 19.5 
Depreciation and amortization398 0.8 410 0.9 
Depreciation and amortization of property and equipment325 0.6 381 0.8 
Amortization of acquired intangible assets83 0.2 17 - 
Severance, professional fees and other charges1,371 2.6 - - - - 1,371 2.6 
Change in contingent consideration- - 781 1.7 
11,845 22.9 11,266 24.7 10,610 20.9 11,845 22.9 
                
Operating income890 1.7 847 1.9 2,193 4.4 890 1.7 
Interest expense, net and foreign currency transactions(388)0.8 (81)(0.2)
Other expense(483)1.0 (388)0.8 
                
Income before income taxes502 0.9 766 1.7 1,710 3.4 502 0.9 
Income tax expense121 0.2 577 1.3 459 0.9 121 0.2 
                
Net income$381 0.7 $189 0.4 $1,251 2.5 $381 0.7 

The Company follows a 52/53 week fiscal reporting calendar ending on the Saturday closest to December 31.  The fiscal quarters ended June 29, 2019 and June 30, 2018 and July 1, 2017 consisted of thirteen weeks each.

Revenues.Revenue.  Revenues increased 13.6%Revenue decreased 1.9%, or $6.2$1.0 million, for the thirteen week period ended June 30, 201829, 2019 as compared to the thirteen week period ended July 1, 2017June 30, 2018 (the "comparable“comparable prior year period"period”).  Revenues increased $1.0Revenue decreased $3.0 million in the Engineering segment, increased $6.5$0.5 million in the Specialty Health Care segment and decreased $1.3increased $1.5 million in the Information Technology segment.  OnEffective September 30, 2018, the last dayCompany’s Engineering segment acquired the business operations of fiscal 2017, the Company disposed of its Microsoft Solutions Business Unit ("Microsoft Business"Thermal Kinetics Engineering and affiliate (together, “TKE”), which. This new business unit generated $0.5$0.7 million in revenuesrevenue for the thirteen week period ended July 1, 2017.June 29, 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 June 30, 2018,29, 2019, the Company generated total revenuesrevenue from its Canadian clients of $4.5 million in U.S. dollars at an Exchange Rate of 74.7% as compared to $8.0 million in U.S. dollars at an Exchange Rate of 77.6% as compared to $7.2 million in U.S. dollars at an Exchange Rate of 74.4% for the comparable prior year comparable period.

Cost of Services and Gross Profit.  Cost of services increased 16.7%decreased 2.8%, or $5.6$1.1 million, for the thirteen week period ended June 30, 201829, 2019 as compared to the comparable prior year period. Cost of services increaseddecreased primarily due to the increasedecrease in revenues.revenue.  Cost of services as a percentage of revenuesrevenue for the thirteen week periods ended June 29, 2019 and June 30, 2018 was 74.7% and July 1, 2017 was 75.4% and 73.4%, respectively.  See Segment Discussion for further information regarding changes in cost of services and gross profit.
2930



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

Thirteen Week Period Ended June 30, 201829, 2019 Compared to Thirteen Week Period Ended July 1, 2017June 30, 2018 (Continued)

Selling, General and Administrative.  Selling, general and administrative ("SGA"(“SGA”) expenses were $10.1$10.2 million for both of the thirteen week periods ended June 30, 2018 and July 1, 2017.  As a percentage of revenues, SGA expenses were 19.5% for the thirteen week period ended June 30, 201829, 2019 as compared to $10.1 million for the comparable prior year period.  As a percentage of revenue, SGA expenses were 20.1% for the thirteen week period ended June 29, 2019 and 22.1%19.5% for the comparable prior year period.   See Segment Discussion for further information on SGA expense changes.

Severance, Professional Fees and Other Charges. The Company experienced $1.4 million indid not incur any comparative severance, professional fees and other charges for the thirteen week period ended June 29, 2019 as compared to $1.4 million for the thirteen week period ended June 30, 2018.  TheseThe fiscal 2018 charges include severance accrued for the Company'sCompany’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.  The Company did not incur any such charges in the comparable prior year period.

Change in Contingent Consideration.  There was no change to contingent consideration for the thirteen week period ended June 30, 2018.  The Company incurred charges of $0.8 million for increases to contingent consideration for the thirteen week period ended July 1, 2017.  The increase can be principally attributed to the PCI acquisition. 

Other Expense, Net.Expense.  Other expense net consists of interest expense, unused line fees and amortized loan costs on the Company'sCompany’s line of credit, net of interest income, imputed interest on contingent consideration and gains and losses on foreign currency transactions.  Other expense, net increased to $0.4$0.5 million as compared to $0.1$0.4 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'sCompany’s line of credit.  The primary reason for the increased borrowing was to fund the Company's $12.2 million cash dividend paidCompany’s increase in December 2017.accounts receivable during the thirteen week period ended June 29, 2019, as compared to the comparable prior year period. 

Income Tax Expense.  The Company recognized $0.1$0.5 million of income tax expense for the thirteen week period ended June 30, 2018,29, 2019, as compared to $0.6an income tax expense of $0.1 million for the comparable prior year period.  The consolidated effective income tax rate for the current period was 24.1%26.8% as compared to 75.3%24.1% for the comparable prior year period.  The projected fiscal 20182019 income tax rates as of June 30, 201829, 2019 were approximately 28.3%28.6%, 26.5% and 17.3%15.0% in the United States, Canada and 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 June 30, 201829, 2019 was lowerhigher than the comparable prior year period was primarily due to the reduction of the Company's federal income tax rate to 21.0% from 34.0% as provided for in the Tax Cuts and Jobs Act and the impactrate of its Serbian operations acquired in October 2017.  The Company did not have Serbian operations for the comparable prior year period.  Additionally, thepretax income to consolidated effective income tax rate for the comparable prior year period is impacted by a discrete permanent difference due to the increase in contingent consideration of $0.8 million. The consolidated effective income tax rate after eliminating this discrete permanent difference was 37.3%.

pretax income.

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

Thirteen Week Period Ended June 30, 201829, 2019 Compared to Thirteen Week Period Ended July 1, 2017June 30, 2018 (Continued)

Segment Discussion
Engineering
Engineering revenuesrevenue of $21.6$18.6 million for the thirteen week periodweeks ended June 30, 2018 increased 4.8%29, 2019 decreased 13.9%, or $1.0$3.0 million, as compared to the comparable prior year period.  The increasedecrease was due to increases in revenuesa decrease of $1.6$2.0 million from the Company'sCompany’s Canadian Power Systems Group, a decrease of $1.3 million from the Company’s Energy Services Group, and $0.1a decrease of $0.4 million from the Company's Canadian Power Systems EngineeringCompany’s Aerospace Group, offset by a decrease in revenuesan increase of $0.7 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 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 decreased 1.1%by 6.7%, or $0.1$0.4 million, as compared to the comparable prior year period. Gross profit decreased because of the decrease in revenue. Gross margin of 28.3% for the current period wasincreased from 26.1% as compared to 27.7% for the comparable prior year period. The gross profit and gross margin decreases wereincrease was primarily due to less favorablehigher utilization of billable consultants on the Company’s fixed price contractslabor consultant base, as the Company naturally experiences variability in utilization from quartermade a concerted effort to quarter. The Engineering segment operating income was $1.3reduce these costs. SGA expense of $3.7 million for the thirteen week period ended June 30, 2018decreased by $0.4 million as compared to $1.2 million for the comparable prior year period. The improvement in operating income was primarily driven by a decrease in SGA expense of $0.1 million. 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. The Engineering segment operating income experienced a nominal increase for the thirteen weeks ended June 29, 2019, as compared to the comparable prior year period, as the decrease in gross profit was offset by the decrease in SGA expense.

Specialty Health Care

Specialty Health Care revenuesrevenue of $22.9$23.4 million for the thirteen week periodweeks ended June 30, 201829, 2019 increased 39.6%2.2%, or $6.5$0.5 million, as compared to the comparable prior year period.  The primary drivers of the increase in the revenues for the Specialty Health Care segment werewas primarily driven by increases of $4.5$1.7 million from the New York City Office, $1.3office and $0.8 million from the Honolulu office, and $0.4offset by decreases of $1.0 million from the travel nursing staffing group, $0.5 million from the Chicago office, $0.3 million from the HIM practice.practice, and $0.1 million from the Locum Tenens Group.  The primary reason for revenue increases in New York City and Hawaii werewas the incremental additionsaddition 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'ssegment’s gross profit increased by 25.3%4.4%, or $1.0$0.2 million, to $5.1$5.3 million for the thirteen week periodweeks ended June 30, 201829, 2019, as compared to $4.1$5.1 million for the prior year period. The increase in gross profit was primarily driven by thean increase in revenues, offset by lower gross profit margin. The Specialty Health Care segment's grossrevenue. Gross profit margin for the thirteen week periodweeks ended June 30, 2018 decreased29, 2019, increased to 22.3%22.7% as compared to 24.8%22.3% for the comparable prior year period. The decrease in gross profit margin was primarily driven by a decrease in high gross profit margin permanent placement revenues of $0.3 million, the large increase in lower gross margin paraprofessional revenues in New York City and decreases in gross profit margin from the travel nursing staffing group, generally due to market factors including increased competition and constrained labor. Specialty Health Care experienced operating income of $0.8$0.9 million for the thirteen week periodweeks ended June 30, 201829, 2019, as compared to $0.2$0.8 million for the comparable prior year period. The primary reason for the increase in operating income was the increase toin revenue and gross profit, offset by an increase of $0.4 million in SGA expense.profit.  SGA expense increased by $0.1 million, primarily due to the need to increase SGA infrastructure expense in order to support the increased activity levels associated with higher revenuesrevenue and a higher allocation of corporate-generated SGA expense.

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

Thirteen Week Period Ended June 30, 201829, 2019 Compared to Thirteen Week Period Ended July 1, 2017June 30, 2018 (Continued)

Segment Discussion (Continued)

Information Technology

Information Technology revenuesrevenue of $7.3$8.8 million for the thirteen week periodweeks ended June 30, 2018 decreased 14.9%29, 2019 increased 20.2%, or $1.3$1.5 million, as compared to $8.6$7.3 million for the comparable prior year period. The decrease was primarilyCompany experienced increases in 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.  Additionally, on the last day of fiscal 2017, the Company sold its Microsoft Business which generated $0.5 million in revenues for the thirteen week period ended July 1, 2017.management and sales personnel. Gross profit of $2.0$2.2 million for the thirteen week periodweeks ended June 30, 2018 decreased 14.7%29, 2019, increased 10.9%, or $0.3$0.2 million, as compared to $2.4$2.0 million for the comparable prior year period. The decreaseincrease in gross profit was primarily due to the decreaseincrease in revenues. Additionally, the Microsoft Business contributed $0.1 millionrevenue, offset by a decrease in gross profit in the comparable prior year period.margin.  The Information Technology gross profit margin for the thirteen week periodweeks ended June 30, 2018 slightly increased at 27.6%29, 2019, was 25.5% as compared to 27.5%27.6% for the comparable prior year period.  The Company attributes the gross margin decrease to new lower gross margin staffing contracts and lower utilization of the Information Technology’s fixed labor consultants. The Information Technology segment experienced an operating income of $0.1 million for the thirteen week period ended June 30, 2018 and operating incomedecrease of $0.2 million foras compared to the comparable prior year period.  The current period reflects a decrease in operating income was primarily driven by an increase in SGA expense of $0.3$0.4 million. The decreaseincrease in SGA expense was primarily due to lower selling costs associated with lower revenueincreases in investments in management and gross profit,sales personnel and a focus on rightsizing SGA expense and also a lowerhigher allocation of corporatecorporate-generated SGA expense. Additionally, the Microsoft Business generated $0.1 million in SGA expense for the comparable prior year period.


3233



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

Twenty-Six Week Period Ended June 30, 201829, 2019 Compared to Twenty-Six Week Period Ended July 1, 2017June 30, 2018

A summary of operating results for the twenty-six week periods ended June 29, 2019 and June 30, 2018 and July 1, 2017 is as follows (in thousands):

June 30, 2018 July 1, 2017 June 29, 2019 June 30, 2018 
 
Amount
 % of Revenue 
 
Amount
 % of Revenue 
 
Amount
 % of Revenue 
 
Amount
 % of Revenue 
Revenues$102,522 100.0 $91,853 100.0 
Revenue$102,300 100.0 $102,522 100.0 
Cost of services77,232 75.3 67,988 74.0 76,980 75.2 77,232 75.3 
Gross profit25,290 24.7 23,865 26.0 25,320 24.8 25,290 24.7 
                
Selling, general and administrative20,497 20.0 20,392 22.2 20,667 20.2 20,497 20.0 
Depreciation and amortization812 0.8 807 0.9 
Depreciation and amortization of property and equipment640 0.6 778 0.8 
Amortization of acquired intangible assets165 0.2 34 - 
Severance, professional fees and other charges1,371 1.3 - - - - 1,371 1.3 
Change in contingent consideration- - 781 0.8 
22,680 22.1 21,980 23.9 21,472 21.0 22,680 22.1 
                
Operating income2,610 2.6 1,885 2.1 3,848 3.8 2,610 2.6 
Interest expense, net and foreign currency transactions(695)(0.8)(217)(0.3)
Other expense(949)1.0 (695)(0.8)
                
Income before income taxes1,915 1.8 1,668 1.8 2,899 2.8 1,915 1.8 
Income tax expense483 0.5 929 1.0 185 0.2 483 0.5 
                
Net income$1,432 1.3 $739 0.8 $2,714 2.6 $1,432 1.3 

The Company follows a 52/53 week fiscal reporting calendar ending on the Saturday closest to December 31.  The fiscal quarters ended June 29, 2019 and June 30, 2018 and July 1, 2017 consisted of twenty-six weeks each.

Revenues.Revenue.  Revenues increased 11.6%Revenue decreased 0.2%, or $10.7$0.2 million, for the twenty-six week period ended June 30, 201829, 2019 as compared to the twenty-six week period ended July 1, 2017June 30, 2018 (the "comparable“comparable prior year period"period”).  Revenues increased $3.2Revenue decreased $5.3 million in the Engineering segment, increased $10.6$2.0 million in the Specialty Health Care segment and decreasedincreased $3.1 million in the Information Technology segment.  OnEffective September 30, 2018, the last dayCompany’s Engineering segment acquired the business operations of fiscal 2017, the Company disposed of its Microsoft Solutions Business Unit ("Microsoft Business"Thermal Kinetics Engineering and affiliate (together, “TKE”), which. This new business unit generated $1.0$3.4 million in revenuesrevenue for the twenty-six week period ended July 1, 2017.June 29, 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 twenty-six week period ended June 30, 2018,29, 2019, the Company generated total revenuesrevenue from its Canadian clients of $9.1 million in U.S. dollars at an Exchange Rate of 74.9% as compared to $15.6 million in U.S. dollars at an Exchange Rate of 78.3% as compared to $13.7 million in U.S. dollars at an Exchange Rate of 74.9 % for the comparable prior year comparable period.

Cost of Services and Gross Profit.  Cost of services increased 13.6%decreased 0.3%, or $9.2$0.3 million, for the twenty-six week period ended June 30, 201829, 2019 as compared to the comparable prior year period. Cost of services increaseddecreased due to the increasedecrease in revenues.revenue.  Cost of services as a percentage of revenuesrevenue for the twenty-six week periods ended June 29, 2019 and June 30, 2018 was 75.2% and July 1, 2017 was 75.3% and 74.0%, respectively.  See Segment Discussion for further information regarding changes in cost of services and gross profit.
3334



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

Twenty-Six Week Period Ended June 30, 201829, 2019 Compared to Twenty-Six Week Period Ended July 1, 2017June 30, 2018 (Continued)

Selling, General and Administrative.  Selling, general and administrative ("SGA"(“SGA”) expenses increased 0.5%, or $0.1were $20.7 million as compared to the comparable prior year period.  SGA expenses increased due to the increase in revenues.  As a percentage of revenues, SGA expenses were 20.0% for the twenty-six week period ended June 30, 201829, 2019 as compared to $20.5 million for the comparable prior year period.  As a percentage of revenue, SGA expenses were 20.2% for the twenty-six week period ended June 29, 2019 and 22.2%20.0% for the comparable prior year period.   See Segment Discussion for further information on SGA expense changes.

Severance, Professional Fees and Other Charges. The Company experienced $1.4 million indid not incur any comparative severance, professional fees and other charges for the thirteen weeks period ended June 29, 2019 as compared to $1.4 million for the thirteen week period ended June 30, 2018.  TheseThe fiscal 2018 charges include severance accrued for the Company'sCompany’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 ongoinga frivolous 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 prior year period.

Change in Contingent Consideration.  There was no change to contingent consideration for the twenty-six week period ended June 30, 2018.  The Company incurred charges of $0.8 million for increases to contingent consideration for the twenty-six week period ended July 1, 2017.  The increase can be principally attributed 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.

Other Expense, Net.Expense.  Other expense net consists of interest expense, unused line fees and amortized loan costs on the Company'sCompany’s line of credit, net of interest income imputed interest on contingent consideration and gains and losses on foreign currency transactions.  Other expense, net increased to $0.7$0.9 million as compared to $0.3$0.7 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'sCompany’s line of credit.  The primary reason for the increased borrowing was to fund the Company's $12.2 million cash dividend paidCompany’s increase in December 2017.accounts receivable during the twenty-six week period ended June 29, 2019, as compared to the comparable prior year period. 

Income Tax Expense.  The Company recognized $0.5$0.2 million of income tax expense for the twenty-six week period ended June 30, 2018,29, 2019, as compared to $0.9an income tax expense of $0.5 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 25.2%27.1% as compared to 55.7%25.2% for the comparable prior year period. TheNot including the discrete tax benefit of $0.6 million due to the verbal settlement, the projected fiscal 20182019 income tax rates as of June 30, 201829, 2019 were approximately 28.3%28.6%, 26.5% and 17.3%15.0% in the United States, Canada and 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 twenty-six week period ended June 30, 201829, 2019 was lowerhigher than the comparable prior year period was primarily due to the reduction of the Company's federal income tax rate to 21.0% from 34.0% as provided for in the Tax Cuts and Jobs Act and the impactrate of its Serbian operations acquired in October 2017.  The Company did not have Serbian operations for the comparable prior year period.  Additionally, thepretax income to consolidated effective income tax rate for the comparable prior year period is impacted by a discrete permanent difference due to the increase in contingent consideration of $0.8 million. The consolidated effective income tax rate after eliminating this discrete permanent difference was 37.9%.pretax income.


3435



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

Twenty-sixTwenty-Six Week Period Ended June 29, 2019 Compared to Twenty-Six Week Period Ended June 30, 2018 Compared to Twenty-six Week Period Ended July 1, 2017 (Continued)

Segment Discussion
Engineering
Engineering revenues of $43.0$37.6 million for the twenty-six week periodweeks ended June 30, 2018 increased 8.0%29, 2019 decreased 12.4%, or $5.3 million, as compared to the comparable prior year period.  The decrease was due to a decrease of $4.2 million from the Company’s Canadian Power Systems Group, a decrease of $3.2 million from the Company’s Energy Services Group, and a decrease of $1.4 million from the Company’s Aerospace Group, and offset by an increase of $3.4 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 12.1%, or $1.4 million, as compared to the comparable prior year period. Gross profit decreased primarily because of the decrease in revenue. Gross margin of 26.5% for the current period increased slightly from 26.4% for the comparable prior year period. The Engineering segment operating income decreased by $0.7 million to $1.9 million for the twenty-six weeks ended June 29, 2019, as compared to $2.6 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 $0.7 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 $47.5 million for the twenty-six weeks ended June 29, 2019 increased 4.5%, or $2.0 million, as compared to the comparable prior year period.  The increase was due to increases in revenues of $3.6 million from the Company's Energy Services Group and $0.3 million from the Company's Canadian Power Systems Engineering Group offset by a decrease in revenues of $0.7 million from the Company's Aerospace Group.  Gross profit increased 5.6%, or $0.6 million, as compared to the comparable prior year period. Gross profit increased due to the increase in revenues offset by a decrease in gross margin to 26.4% for the current period as compared to 27.0% for the comparable prior year period. The gross margin decrease was primarily due to less 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 $2.6 million for the twenty-six week period ended June 30, 2018 as compared to $1.9 million for the comparable prior year period. The improvement in operating income was primarily driven by the increase in gross profit. SGA expense was essentially unchanged in the current period.

Specialty Health Care

Specialty Health Care revenues of $45.5 million for the twenty-six week period ended June 30, 2018 increased 30.4%, or $10.6 million, as compared to the comparable prior year period.  The primary drivers of the increase in the revenues for the Specialty Health Care segment were increases of $8.5$3.8 million from the New York City Office, $2.4office, and $1.7 million from the Honolulu office, and $0.6offset by decreases of $2.1 million from the travel nursing staffing group, $0.8 million from the Chicago office, $0.2 million from the HIM practice, offset by a decrease in revenue of $0.8$0.2 million from travel nursing staffing group.the Locum Tenens Group, and $0.2 million from the Permanent Placement Group. The primary reason for revenue increases in New York City and Hawaii werewas the incremental additionsaddition 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'ssegment’s gross profit increased by 19.9%5.9%, or $1.7$0.6 million, to $10.3$10.9 million for the twenty-six week periodweeks ended June 30, 201829, 2019, as compared to $8.6$10.3 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 twenty-six week periodweeks ended June 30, 2018 decreased29, 2019, increased to 22.7%23.0% as compared to 24.7%22.7% for the comparable prior year period. The decreaseCompany attributes the increase in gross profit margin was primarily driven by a decrease in high gross profit margin permanent placement revenues of $0.4 million, the large increase in lower gross margin paraprofessional revenues in New York City and decreases in gross profit margin from the travel nursing staffing group, generally due to market factors including increased competition and constrained labor.bill rate increases on certain major school contracts. Specialty Health Care experienced operating income of $1.5$2.0 million for the twenty-six week periodweeks ended June 30, 201829, 2019, as compared to $0.8$1.5 million for the comparable prior year period. The primary reason for the increase in operating income was the increase to revenue and gross profit, offsetprofit.  SGA expense increased by an increase of $0.9$0.2 million to $8.8 million, as compared to $8.6 million in SGA expense.the comparable prior year period. The increase in SGA expense increasedwas primarily due to the need to increase SGA infrastructure expense in order to support the increased activity levels associated with higher revenuesrevenue and a higher allocation of corporate-generated SGA expense.

3536



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

Twenty-sixTwenty-Six Week Period Ended June 29, 2019 Compared to Twenty-Six Week Period Ended June 30, 2018 Compared to Twenty-six Week Period Ended July 1, 2017 (Continued)

Segment Discussion (Continued)

Information Technology

Information Technology revenuesrevenue of $14.0$17.1 million for the twenty-six week periodweeks ended June 30, 2018 decreased 18.2%29, 2019 increased 21.9%, or $3.1 million, as compared to $17.2$14.0 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.  Additionally, on the last day of fiscal 2017, the Company sold its Microsoft Business which generated $1.0 million in revenues for the twenty-six week period ended July 1, 2017.management and sales personnel. Gross profit of $3.6$4.4 million for the twenty-six week periodweeks ended June 30, 2018 decreased 19.6%29, 2019, increased 20.6%, or $0.9$0.8 million, as compared to $4.5$3.6 million for the comparable prior year period. The decreaseincrease in gross profit was primarily due to the decreaseincrease in revenues and a decrease inrevenue.  The Information Technology gross profit margin. Additionally, the Microsoft Business contributed $0.2margin was 21.9% for both twenty-six week periods presented. SGA expense increased by $0.7 million into $4.4 million, from $3.7 million for the comparable prior year period. The Information Technology gross profit margin for the twenty-six week period ended June 30, 2018 was 25.8% as compared to 26.3% 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 both periods  The current year reflects a decrease in SGA expense of $0.8 million. The decreaseincrease in SGA expense was primarily due to lower selling costs associated with lower revenueincreased investments in management and sales personnel and a higher allocation of corporate-generated SGA expense. The Information Technology segment experienced a negligible increase to operating income as the increase in gross profit a focus on rightsizing SGA expense and also a lower allocation of corporateapproximately offset the increase in SGA expense. Additionally, the Microsoft Business generated $0.2 million in SGA expense for the comparable prior year period.
36



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):

 Twenty-Six Week Periods Ended 
 
June 30,
2018
 
July1,
2017
 
Cash provided by (used in):    
 Operating activities($3,610)$5,330 
 Investing activities($613)($551)
 Financing activities$1,817 ($4,649)
 Twenty-Six Week Periods Ended 
 
June 29,
2019
 
June 30,
2018
 
Cash (used in) provided by:    
 Operating activities($2,477)($3,610)
 Investing activities($238)($613)
 Financing activities$3,140 $1,817 

Operating Activities

Operating activities used $3.6$2.5 million of cash for the twenty-six week period ended June 30, 201829, 2019 as compared to providing $5.3using $3.6 million in the comparable prior year period.  The major components of cash used in or provided by or used in operating activities in the twenty-six week period ended June 30, 201829, 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 twenty-six week period ended June 30, 201829, 2019 was $1.4$2.7 million as compared to $0.7$1.4 million for the comparable prior year period.  An increase in accounts receivables in the twenty-six week period ended June 30, 201829, 2019 used $6.2$5.9 million of cash as compared to providing $1.6$6.2 million in the comparable prior year period. The Company attributes the increase in accounts receivables for the twenty-six week period ended June 30, 201829, 2019 to several different clients in both its Engineering and Specialty Health Care segments that experienced temporary delays in its approval and payment processes.  The Company anticipates that its accounts receivable balance relative to revenuesrevenue will improve during the second half of fiscal 2018.2019.

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 payable of $0.9 million as of June 29, 2019 and negligible as of December 29, 2018, generating $0.9 million of cash during the twenty-six week period ended June 29, 2019.  The net of transit accounts payable and transit accounts receivable was a net liability of $0.6 million and $1.7 million as of June 30, 2018 and December 30, 2017, respectively, so the cash impact during the twenty-six week period ended June 30, 2018 used $1.1 million in cash.  The net of transit accounts payable and transit accounts receivable was a net payable of $2.2 million and $2.5 million as of July 1, 2017 and December 31, 2016, respectively, so the cash impact during the twenty-six week period ended July 1, 2017 used $0.3 million in cash.  

Prepaid expenses and other current assets provided $0.7 million of cash for the twenty-six week period ended June 29, 2019 as compared to $0.3 million of cash for both the twenty-six week periods ended June 30, 2018 and July 1, 2017.comparable prior year period.  The Company attributes 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 $1.4$1.5 million for the twenty-six week period ended June 30, 201829, 2019 as compared to $0.5$1.4 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.
37



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

Liquidity and Capital Resources (Continued)

Operating Activities (Continued)

Changes in accrued payroll and related costs used $1.2 million for the twenty-six week periodsperiod ended June 30, 201829, 2019 and July 1, 2017 provided $1.7 million and $0.5 million in cash, respectively.  A large portion of currentfor the twenty-six week period cash provided from changes in accrued payroll and related costs consists of $0.9 million in severance and related costs accrued for payment to the Company's former chief executive officer.June 30, 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 payroll every two weeks and normally has twenty-six periodsthirteen 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 sometimes 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 twenty-six week period ended June 30, 201829, 2019 was paid on June 22, 2018.21, 2019.

Investing Activities

Investing activities used cash of $0.2 million and $0.6 million for both the twenty-six week periods ended June 29, 2019 and June 30, 2018, and July 1, 2017.respectively.  Investing activities for both periods presented were primarily related to expenditures for property and equipment.

Financing Activities

Financing activities provided $1.8$3.1 million of cash for the twenty-six week period ended June 30, 201829, 2019 as compared to using $4.6$1.8 million in the comparable prior year period.  The Company made net borrowings under its line of credit of $1.9$3.4 million during the twenty-six week period ended June 30, 201829, 2019 as compared to net repayments of $4.2$1.9 million in the comparable prior year period.  The primary reason for net borrowings during the twenty-six week period ended June 29, 2019 was to fund the $5.9 million increase in accounts receivable. The Company generated cash of $0.2 million from sales of shares from its equity plans for both periods presented.the current and prior year periods.  The Company paid $0.6 million in contingent consideration during the twenty-six week period ended June 29, 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 which, as of June 30, 2018,on August 9, 2018.  As amended and restated, the Revolving Credit Facility provides for a $40$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.on August 8, 2023. The amended and restated Revolving Credit Facility has been amended several times, most recently pursuant to the Eleventh Amendment entered into on May 21, 2018 when a tier from its interest rate pricing grid was eliminated.  The Company also entered into to the Tenth Amendment on February 14, 2018 whenprovides the Company increased the Revolving Credit Facility to $40 millionwith waivers from its previous amount of $35 million and entered into the  Ninth Amendment on December 8, 2017 when the Company was granted waivers that expressly allowed a cash dividendcertain financial covenant calculations of up to $12.4$1.4 million and waivedin the borrowers’ fiscal year ending on December 31, 2018 for certain expenses, fromincluding severance accrued for the Company's loan covenant calculations, including $1.3 millionCompany’s former chief executive officer and related payroll taxes, continuation of certain expensesbenefits and professional fees, charges incurred related to transactional financial advisory fees, legal costs, office closuresfees associated with defending an ongoing frivolous lawsuit with a competitor of the Company, and other expenses in fiscal 2017, up to $1.0 million consulting expenses for analyzing tax credits for research and development costs and 179D energy savings tax credits onsearch fees associated with hiring a rolling four quarter basis and up to $4.6 million for goodwill impairment.  senior executive.  Except as noted, all material terms remain unchanged.

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 twenty-six week period ended June 30, 201829, 2019 was 3.6%4.7%.

The Company and its subsidiaries amended and restated the Revolving Credit Facility on August 9, 2018 as more fully detailed in Footnote 18 – Subsequent Events.


38



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

Liquidity and Capital Resources (Continued)

Financing Activities (Continued)

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.  The Company was not in compliance with one of its financial covenants as of June 29, 2019, based on the ratio of funded debt to Company’s operating income before depreciation and amortization (subject to certain other adjustments as defined in the Revolving Credit Facility) for the twelve months ended March 30, 2018. However, the Company obtained a waiver from its lender, Citizens Bank. While it cannot give any assurance to such effect, the Company believes that it will be in compliance upon issuance of its consolidated financial statements for the thirty-nine week period ended September 28, 2019, or, if not in compliance, will be able to obtain another waiver from Citizens Bank.  As of June 30, 2018,29, 2019, the Company was in compliance with all other covenants contained in the Revolving Credit Facility.

Borrowings under the line of credit as of June 30, 201829, 2019 and December 30, 201729, 2018 were $29.2$30.9 million and $27.3$27.5 million, respectively.  At June 30, 201829, 2019 and December 30, 201729, 2018 there were letters of credit outstanding for $0.8$1.6 million.  At June 30, 2018,29, 2019, the Company had availability for additional borrowings under the Revolving Credit Facility of $10.0$12.5 million.

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 to the Company for certain disputed projects.  The Company recently compelled arbitration with this customer.  As of June 30, 201829, 2019 the total amount of outstanding receivables from this customer is $6.4on these disputed projects was $11.2 million, subject to anpotential upward adjustment following disclosures by the customer in thedamages claimed in arbitration.  Additionally, as part of the arbitration process, the customer has asserted counter claimscounter-claims. While the total amount of $9.3asserted counter-claims is unknown as of June 29, 2019, the total amount of such counter-claims is anticipated to be at least $10.3 million.  The Company also believes these counter claims werecounter-claims are retaliatory in nature.  Prior to the arbitration,Company asserting its claims, the customer had not asserted any claims.counter-claims.  The Company believes these counter-claims asserted claimsby its customer have no merit and were merely asserted as a strategy to reduce the Company'sCompany’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 sometime late inprior to reporting its fiscal year 2018 or early fiscal 2019.2019 financial results.  While the Company believes the customer's counter claimscustomer’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 claims.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.


39



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

Liquidity and Capital Resources (Continued)

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 may undertake a comprehensive review of the system during fiscal 2018.necessary.  The Company estimates this upgrade or replacement of their 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.March 2024.  Certain leases are subject to escalation clauses based upon changes in various factors.  The minimum future annual operating

40



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

Liquidity and Capital Resources (Continued)

Commitments and Contingencies (Continued)

Maturities of lease commitments for leases with non-cancelable terms, exclusive of unknown operating escalation charges,liabilities are as follows (in thousands):follows:

Fiscal Years EndingAmount
2018 (after June 30, 2018)$1,766
Fiscal Year Ending
Operating Leases 
Finance
Leases
 
20191,764$1,195 $148 
20201,0981,994 287 
20215791,445 132 
20223391,148 - 
2023877 - 
Thereafter186 - 
    
Total lease payments6,845 567 
Less: imputed interest(485)(6)
Total$5,546$6,360 $561 

Future Contingent Payments

As of June 30, 2018,29, 2019, the Company had threetwo active acquisition agreements whereby additional contingent consideration may be earned by the former shareholders: 1) effective July 1, 2012 the Company acquired certain assets of BGA, LLC ("BGA"); 2) effective July 5, 2015, the Company acquired certain assets of Substation Design Services, LLC ("SDS"); and 3) effective October 1, 2017, the Company acquired all of the stock of PSR Engineering Solutions d.o.o. Beograd (Voždovac) ("PSR"(“PSR”) and 2) effective September 30, 2018 the Company acquired certain assets of Thermal Kinetics Engineering, PLLC and Thermal Kinetics Systems, LLC (together, “TKE”). The Company estimates future contingent payments at June 30, 201829, 2019 as follows:

Fiscal YearsYear EndingTotal
December 29, 201828, 2019 (after June 30, 2018)29, 2019)$482
December 28, 2019526        -
January 2, 2021725450
January 1, 20222,297
December 31, 20221,548
Estimated future contingent consideration payments$1,7334,295

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 June 29, 2019 are capped at a cumulative maximum of $2.3$9.3 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 June 30, 2018.  The measurement is based on significant inputs that are not observable in the market, which "Fair Value Measurements and Disclosures" (ASU Topic 820-10-35) refers to as Level 3 inputs.  There was no change in the fair value of contingent consideration for29, 2019.  During the twenty-six week period ended June 30, 2018.29, 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.

4041



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 the 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 June 30, 2018,29, 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 twenty-sixthirteen week period ended June 30, 2018,29, 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 $0.3$0.4 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 were no changes in the Company'sCompany’s internal control over financial reporting during the quarter ended June 30, 2018,29, 2019, that materially affected or are reasonably likely to materially affect the Company'sCompany’s internal control over financial reporting.
4142



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"“Risk Factors” sections (Item 1A) of the Company'sCompany’s Annual Report on Form 10-K for the year ended December 30, 2017 and Quarterly Report on Form 10-Q for the quarter ended March 31,29, 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.

42



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


ITEM 5.OTHER INFORMATION

On August 9, 2018, the Company and all of its subsidiaries (collectively, the "Borrowers") entered into a Third Amended & Restated Loan and Security Agreement (the "Amended and Restated Loan Agreement") with Citizens Bank of Pennsylvania, as lender (in such capacity, the "Lender") and as administrative agent and arranger (in such capacity, the "Administrative Agent"), to amend and restate in its entirety that certain Second Amended and Restated Loan and Security Agreement dated as of the 19th day of February, 2009 (as the same has been amended and modified prior to the date hereof, the "Existing Loan Agreement").
Under the Amended and Restated Loan Agreement, the total commitment is $45.0 million (increased from $40.0 million under the Existing Loan Agreement). The Amended and Restated Loan Agreement no longer has a sub-limit for letters of credit (the Existing Loan Agreement had a $5.0 million sub-limit for letters of credit). The Amended and Restated Loan Agreement has a maturity date of August 8, 2023. Borrowings under the Amended and Restated Loan Agreement remain collateralized with substantially all of the Company's assets, as well as the capital stock of our subsidiaries.

Borrowings under the Amended and Restated Loan Agreement 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's prime rate, plus applicable margin, generally borrowed over shorter durations. The amount of the spread depends on the ratio of consolidated funded debt to consolidated EBITDA (which, for purposes of the Amended and Restated Loan Agreement, is defined as the sum of (a) consolidated net income (excluding any realized gains or losses from foreign exchange transactions) before interest, income taxes, depreciation and amortization, (b) non-cash charges (including, but not limited to, any write-offs of goodwill), (c) the net loss if any (expressed as a positive number) arising solely from Permitted Asset or Stock Sales (as defined in the Amended and Restated Loan Agreement) up to an amount, which when added to other net losses previously recognized under clause (c) does not exceed $5,000,000.00 in the aggregate, subject to certain permitted add-backs and (d) up to $1.0 million consulting expenses for analyzing tax credits for research and development costs and 179D energy savings tax credits on a rolling four quarter basis.

The Amended and Restated Loan Agreement contains certain affirmative and negative covenants including limitations on specified levels of capital expenditures, consolidated leverage, and consolidated fixed charges, and includes limitations on, among other things, dividends, liens, mergers, consolidations, sales of assets, incurrence of debt and capital expenditures. We are also required to pay a monthly unused facility fee on the amount of the Amended and Restated Loan Agreement not drawn which ranges from 10 to 20 basis points, depending upon the ratio of consolidated funded debt to consolidated EBITDA. Upon the occurrence of an event of default under the Credit Facility, such as non-payment or failure to observe specific covenants, the Lender would be entitled to declare all amounts outstanding under the Amended and Restated Loan Agreement immediately due and payable.

The Amended and Restated Loan Agreement provides the Company waivers from certain financial covenant calculations of up to $1.4 million in the borrowers' fiscal year ending on December 31, 2018 for certain expenses including severance accrued for the Company's former chief executive officer and related payroll taxes, continuation of certain benefits and professional fees, charges incurred related to transactional financial advisory fees, legal fees associated with defending an ongoing frivolous lawsuit with a competitor of the Company, and search fees associated with hiring a senior executive and up to $1.4 million in the borrowers' fiscal year ending on December 30, 2017 of certain expenses related to legal costs, office closures and other expenses.

This description of the Amended and Restated Loan Agreement is only a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Loan Agreement, which is attached as Exhibit 10(d) to this Quarterly Report on Form 10-Q.None.
43



ITEM 6.EXHIBITS

Eleventh Amendment to Second Amended and Restated Amendment, dated as of May 21, 2018, to Amended and Restated Loan and Security Agreement dated as of February 19, 2009, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender; incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2018.
Executive Severance Agreement, dated as of June 1, 2018, by and between the Company and Bradley S. Vizi; incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2018.
Release and Separation Agreement, dated as of June 6, 2018, by and between the Company and Rocco Campanelli; incorporated by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2018.
Third Amended & Restated Loan and Security Agreement, dated as of August 9, 2018, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender.
Certification of Principal Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
  
Certification of Principal Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
  
Certification of Principal 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 Principal 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:  August 14, 20188, 2019
 
By: /s/ Bradley S. Vizi
   
Bradley S. Vizi
Executive Chairman and President
(Principal Executive Officer and
Duly Authorized Officer of the Registrant)





Date:  August 14, 20188, 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, 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:  August 14, 20188, 2019
 
/s/ Bradley S. Vizi
Bradley S. Vizi
Executive Chairman and President

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:  August 14, 20188, 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, Bradley S. Vizi, Executive Chairman and President 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 June 30, 201829, 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/ Bradley S. Vizi 
Bradley S. Vizi
Executive Chairman and President

Date:  August 14, 20188, 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 June 30, 201829, 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:  August 14, 20188, 2019

49