UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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RCM TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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95-1480559
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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2500 McClellan Avenue, Suite 350,
Pennsauken, New Jersey
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08109-4613
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code:
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(856) 356-4500
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.05 per share
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The NASDAQ Stock Market LLC
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Large Accelerated Filer [ ]
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Accelerated Filer [ ]
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Non-Accelerated Filer [ ]
(Do not check if a smaller
reporting company)
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Smaller Reporting Company [X]
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RCM TECHNOLOGIES, INC.
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FORM 10-K
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TABLE OF CONTENTS
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PART I
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1
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||
Item 1.
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Business
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2
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Item 1A.
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Risk Factors
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15
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Item 1B.
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Unresolved Staff Comments
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20
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Item 2.
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Properties
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20
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Item 3.
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Legal Proceedings
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20
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Item 4.
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Mine Safety Disclosures
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20
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PART II
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21
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||
Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
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21 | |
Item 6.
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Selected Financial Data
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22
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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23
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Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk
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37
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Item 8.
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Financial Statements and Supplementary Data
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37
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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38
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Item 9A(T).
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Controls and Procedures
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38
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Item 9B.
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Other Information
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38
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PART III
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39
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Item 10.
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Directors, Executive Officers and Corporate Governance
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39
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Item 11.
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Executive Compensation
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39
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
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39 | |
Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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39
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Item 14.
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Principal Accountant Fees and Services
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39
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PART IV
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40
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Item 15.
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Exhibits and Financial Statement Schedules
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40
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Signatures
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44
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PART I
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ITEM 1. BUSINESS
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ITEM 1. BUSINESS (CONTINUED)
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ITEM 1. BUSINESS (CONTINUED)
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ITEM 1. BUSINESS (CONTINUED)
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ITEM 1. BUSINESS (CONTINUED)
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·
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Enterprise Infrastructure Management
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·
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Enterprise Integration
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·
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Enterprise Supply Chain
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·
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Enterprise Project Management
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·
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Enterprise HR
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·
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Life Sciences
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·
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Assessment and Remediation of Federally Regulated Life Science Equipment and Processes
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ITEM 1. BUSINESS (CONTINUED)
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·
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Enterprise Business Solutions
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·
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Application Services
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·
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Infrastructure Solutions
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·
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Competitive Advantage & Productivity Solutions
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·
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Life Sciences Solutions
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ITEM 1. BUSINESS (CONTINUED)
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LOCATION
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NUMBER OF
OFFICES
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SERVICES
PROVIDED(1)
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USA
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|||
California
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2
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HC
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Connecticut
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1
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E
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Florida
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1
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HC
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Hawaii
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1
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HC
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Maryland
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1
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IT
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Massachusetts
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1
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IT
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Michigan
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3
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IT, E
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Minnesota
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1
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IT
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New Jersey
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3
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IT, E
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New Mexico
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1
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HC
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New York
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3
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IT, E, HC
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Oregon
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1
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IT
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Pennsylvania
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1
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HC
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Rhode Island
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1
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E
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Wisconsin
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1
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E
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22
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|||
CANADA
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3
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IT, E
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PUERTO RICO
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1
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IT
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ITEM 1. BUSINESS (CONTINUED)
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Revenues
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Total
Assets
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||
United States
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$130,589
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$62,198
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Canada
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34,989
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22,993
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Puerto Rico
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5,200
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1,333
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$170,778
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$86,524
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ITEM 1. BUSINESS (CONTINUED)
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ITEM 1. BUSINESS (CONTINUED)
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ITEM 1. BUSINESS (CONTINUED)
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ITEM 1. BUSINESS (CONTINUED)
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ITEM 1. BUSINESS (CONTINUED)
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ITEM 1A. RISK FACTORS
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ITEM 1A. RISK FACTORS (CONTINUED)
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·
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responding to proxy contests and other actions by activist stockholders can disrupt our operations, be costly and time-consuming, and divert the attention of our Board and senior management from the pursuit of business strategies, which could adversely affect the Company's results of operations and financial condition;
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·
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perceived uncertainties as to our future direction as a result of changes to composition of our Board may lead to the perception of a change in the direction of the business, instability or lack of continuity which may be exploited by our competitors, cause concern to our current or potential clients, may result in the loss of potential business opportunities and make it more difficult to attract and retain qualified personnel and business partners;
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·
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if individuals are elected to our Board with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create additional value for our stockholders; and
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·
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a consequence of a proxy contest could be that it eventually results in a “change in control” of the Company as such event is defined in the various agreements between the Company and certain key members of management which could entitle such members to terminate their employment with the Company and receive severance payments which, if incurred, may materially impact the financial condition of the Company.
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ITEM 1A. RISK FACTORS (CONTINUED)
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ITEM 1A. RISK FACTORS (CONTINUED)
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ITEM 1A. RISK FACTORS (CONTINUED)
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ITEM 1B. UNRESOLVED STAFF COMMENTS
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ITEM 2. PROPERTIES
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ITEM 3. LEGAL PROCEEDINGS
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ITEM 4. MINE SAFETY DISCLOSURES
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PART II
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
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MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Common Stock
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||||
Fiscal Year Ended December 29, 2012
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High
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Low
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First Quarter
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$5.88
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$5.06
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Second Quarter
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$6.16
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$4.89
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Third Quarter
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$5.75
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$5.23
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Fourth Quarter
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$6.72
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$5.05
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Fiscal Year Ended December 28, 2013
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||||
First Quarter
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$6.31
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$5.00
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Second Quarter
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$6.29
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$5.29
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Third Quarter
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$6.10
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$5.29
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Fourth Quarter
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$6.98
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$5.75
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
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MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (CONTINUED)
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ITEM 6. SELECTED FINANCIAL DATA
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (CONTINUED)
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (CONTINUED)
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (CONTINUED)
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (CONTINUED)
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (CONTINUED)
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (CONTINUED)
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Fiscal Years Ended
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||||||||
December 28, 2013
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December 29, 2012
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|||||||
Amount
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% of Revenue
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Amount
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% of Revenue
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|||||
Revenues
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$170,778
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100.0
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$145,817
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100.0
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||||
Cost of services
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126,417
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74.0
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106,102
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72.8
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||||
Gross profit
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44,361
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26.0
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39,715
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27.2
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||||
Selling, general and administrative
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35,514
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20.8
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33,166
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22.7
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||||
Severance and other charges
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5,181
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3.0
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-
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-
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||||
Depreciation and amortization
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1,111
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0.7
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1,321
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0.9
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||||
41,806
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24.5
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34,487
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23.6
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|||||
Operating income
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2,555
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1.5
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5,228
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3.6
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||||
Other income (expense), net
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32
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0.0
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102
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0.1
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||||
Income before income taxes
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2,587
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1.5
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5,330
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3.7
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||||
Income tax expense
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597
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0.3
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2,103
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1.5
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||||
Net income
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$1,990
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1.2
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$3,227
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2.2
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (CONTINUED)
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (CONTINUED)
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (CONTINUED)
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Fiscal Years Ended
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|||||
December 28,
2013
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December 29,
2012
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||||
Cash provided by (used in):
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|||||
Operating activities
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($3,792
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)
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$3,564
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||
Investing activities
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($1,322
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)
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($1,848
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)
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Financing activities
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$290
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($15,999
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)
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (CONTINUED)
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (CONTINUED)
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Fiscal Years
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Amount
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2014
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$2,904
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2015
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2,601
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2016
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1,863
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2017
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1,509
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2018
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1,302
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Thereafter
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508
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Total
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$10,687
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Period Ending
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December 28, 2013
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$313
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January 3, 2015
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210
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January 2, 2016
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222
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December 31, 2016
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263
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Estimated Future Contingent Payments
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$1,008
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
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FINANCIAL DISCLOSURE
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ITEM 9A.
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CONTROLS AND PROCEDURES
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ITEM 9B.
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OTHER INFORMATION
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PART III
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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ITEM 11.
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EXECUTIVE COMPENSATION
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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AND RELATED STOCKHOLDER MATTERS
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Plan category
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Number of securities to be issued upon exercise of outstanding options, warrants and rights
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Weighted-average exercise price of outstanding options, warrants and rights
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Number of securities remaining available for issuance under equity compensation plans, excluding securities reflected in column (a)
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(a)
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(b)
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(c)
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Equity compensation plans approved by security holders
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276,900
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$5.47
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34,100
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Equity compensation plans not approved by security holders
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____________________
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____________________
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____________________
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Total
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276,900
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$5.47
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34,100
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
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INDEPENDENCE
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ITEM 14.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
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PART IV
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
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(b)
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Exhibits (Continued)
|
||
*
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(10)(h)
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Exhibit A to Severance Agreement General Release; incorporated by reference to Exhibit 10b to the Second Quarter 2002 10-Q.
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|
*
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(10)(i)
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Amendment No. 1, dated December 12, 2007, to the Amended and Restated Employment Agreement, entered into on November 30, 1996, between Leon Kopyt and RCM Technologies, Inc.; incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 12, 2007, filed with the Securities and Exchange Commission on December 12, 2007 (the “December 2007 8-K”).
|
|
*
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(10)(j)
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Amendment No. 1, dated December 12, 2007, to the Second Amended and Restated Termination Benefits Agreement, made March 18, 1997, between Leon Kopyt and RCM Technologies, Inc.; incorporated by reference to Exhibit 10.2 to the December 2007 8-K.
|
|
*
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(10)(k)
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Amendment No. 1, dated December 12, 2007, to the Severance Agreement, entered into on June 12, 2002, between Leon Kopyt and RCM Technologies, Inc.; incorporated by reference to Exhibit 10.3 to the December 2007 8-K.
|
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*
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(10)(l)
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The RCM Technologies, Inc. 2007 Omnibus Equity Compensation Plan; incorporated by reference to Annex A to the Registrant’s Proxy Statement, dated April 20, 2007, filed with the Securities and Exchange Commission on April 19, 2007.
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(10)(n)
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Second Amended and Restated Loan and Security Agreement dated as of February 19, 2009, between RCM Technologies, Inc. and all of its Subsidiaries, Citizens Bank of Pennsylvania as Administrative Agent and Arranger and the Financial Institutions Named therein as Lenders; incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated February 19, 2009, filed with the Securities and Exchange Commission on February 25, 2009.
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||
(10)(o)
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Amendment, dated as of July 21, 2011, to Second Amended and Restated Loan and Security Agreement dated as of February 19, 2009, between RCM Technologies, Inc. and all of its Subsidiaries, Citizens Bank of Pennsylvania as Administrative Agent and Arranger and the Financial Institutions Named therein as Lenders. (Filed herewith)
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||
(10)(p)
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Second Amendment, dated as of October 24, 2011, to Second Amended and Restated Loan and Security Agreement dated as of February 19, 2009, between RCM Technologies, Inc. and all of its Subsidiaries, Citizens Bank of Pennsylvania as Administrative Agent and Arranger and the Financial Institutions Named therein as Lenders. (Filed herewith)
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||
(10)(q)
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Third Amendment, dated as of December 13, 2011, to Second Amended and Restated Loan and Security Agreement dated as of February 19, 2009, between RCM Technologies, Inc. and all of its Subsidiaries, Citizens Bank of Pennsylvania as Administrative Agent and Arranger and the Financial Institutions Named therein as Lenders
; incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated December 13, 2011, filed with the Securities and Exchange Commission on January 3, 2012.
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||
*
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(10)(r)
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Option Grant Agreement, dated April 21, 2010, to Richard D. Machon (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2010, and incorporated herein by reference).
|
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*
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(10)(s)
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Option Grant Agreement, dated April 21, 2010, to S. Gary Snodgrass (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2010, and incorporated herein by reference).
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
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(b)
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Exhibits (Continued)
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||
*
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10(t)
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Executive Severance Agreement between RCM Technologies, Inc. and Rocco Campanelli dated December 27, 2012; incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated December 27, 2012, filed with the Securities and Exchange Commission on December 28, 2012.
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*
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10(u)
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Executive Severance Agreement between RCM Technologies, Inc. and Kevin Miller dated December 27, 2012; incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K dated December 27, 2012, filed with the Securities and Exchange Commission on December 28, 2012.
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*
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10(v)
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Settlement Agreement, dated January 23, 2014 between RCM Technologies, Inc. and the stockholders of the Company named therein; incorporated by reference to Exhibit 99.1 to the January 2014 8-K.
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*
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10(w)
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Separation Agreement, dated January 23, 2014, between RCM Technologies, Inc. and Leon Kopyt; incorporated by reference to Exhibit 99.2 to the January 2014 8-K.
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(21)
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Subsidiaries of the Registrant. (Filed herewith)
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||
(23.1)
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Consent of EisnerAmper LLP. (Filed herewith)
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(31.1)
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Certifications of Chief Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. (Filed herewith)
|
||
(31.2)
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Certifications of Chief Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. (Filed herewith)
|
||
(32.1)
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Certifications of Chief Executive Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.) (Filed herewith)
|
||
(32.2)
|
Certifications of Chief Financial Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.) (Filed herewith)
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
|
(b)
|
Exhibits (Continued)
|
|||
**
|
101.INS
|
XBRL Instance Document (Furnished herewith)
|
||
**
|
101.SCH
|
XBRL Taxonomy Extension Schema Document (Furnished herewith)
|
||
**
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document (Furnished herewith)
|
||
**
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document (Furnished herewith)
|
||
**
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Documents (Furnished herewith)
|
||
**
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document (Furnished herewith)
|
||
*
|
Constitutes a management contract or compensatory plan or arrangement.
|
|||
**
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
SIGNATURES
|
RCM Technologies, Inc.
|
|||
Date: February 27, 2014
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By:
|
/s/ Leon Kopyt
|
|
Leon Kopyt
|
|||
Chairman, President, Chief Executive Officer and Director
|
|||
Date: February 27, 2014
|
By:
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/s/ Kevin D. Miller
|
|
Kevin D. Miller
|
|||
Chief Financial Officer, Treasurer and Secretary
|
Date: February 27, 2014
|
By
:
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/s/ Leon Kopyt
|
|
Leon Kopyt
|
|||
Chairman, President, Chief Executive Officer (Principal Executive Officer) and Director
|
|||
Date: February 27, 2014
|
By:
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/s/ Kevin D. Miller
|
|
Kevin D. Miller
|
|||
Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
|
|||
Date: February 27, 2014
|
By:
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/s/ Roger H. Ballou
|
|
Roger H. Ballou
|
|||
Director
|
|||
Date: February 27, 2014
|
By:
|
/s/ Maier O. Fein
|
|
Maier O. Fein
|
|||
Director
|
|||
Date: February 27, 2014
|
By:
|
/s/ Richard D. Machon
|
|
Richard D. Machon
|
|||
Director
|
|||
Date: February 27, 2014
|
By:
|
/s/ S. Gary Snodgrass
|
|
S. Gary Snodgrass
|
|||
Director
|
|||
Date: February 27, 2014
|
By:
|
/s/ Bradley S. Vizi
|
|
Bradley S. Vizi
|
|||
Director
|
RCM TECHNOLOGIES, INC.
|
FORM 10-K
|
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
|
Page
|
|
Consolidated Balance Sheets, December 28, 2013 and December 29, 2012
|
F-2
|
Consolidated Statements of Income, Fiscal Years Ended December 28, 2013 and
December 29, 2012
|
F-3
|
Consolidated Statements of Comprehensive Income
|
F-4
|
Consolidated Statements of Changes in Stockholders’ Equity, Fiscal Years Ended
December 28, 2013 and
December 29, 2012
|
F-5
|
Consolidated Statements of Cash Flows, Fiscal Years Ended December 28, 2013
and December 29, 2012
|
F-6
|
Notes to Consolidated Financial Statements
|
F-7
|
Report of Independent Registered Public Accounting Firm
|
F-34
|
Schedule II
|
F-35
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
December 28,
|
December 29,
|
|||||
2013
|
2012
|
|||||
Current assets:
|
||||||
Cash and cash equivalents
|
$9,317
|
$14,123
|
||||
Accounts receivable, net
|
55,726
|
43,706
|
||||
Transit accounts receivable
|
3,953
|
10,010
|
||||
Prepaid expenses and other current assets
|
1,875
|
1,965
|
||||
Deferred income tax assets, domestic
|
1,833
|
541
|
||||
Total current assets
|
72,704
|
70,345
|
||||
Property and equipment, net
|
2,291
|
1,880
|
||||
Other assets:
|
||||||
Deposits
|
159
|
244
|
||||
Goodwill
|
9,545
|
9,545
|
||||
Intangible assets, net
|
216
|
332
|
||||
Deferred income tax assets, domestic
|
1,609
|
2,202
|
||||
Total other assets
|
11,529
|
12,323
|
||||
Total assets
|
$86,524
|
$84,548
|
Current liabilities:
|
|||||||
Accounts payable and accrued expenses
|
$9,671
|
$6,334
|
|||||
Transit accounts payable
|
3,905
|
11,987
|
|||||
Accrued payroll and related costs
|
10,104
|
6,241
|
|||||
Income taxes payable
|
404
|
119
|
|||||
Deferred income tax liability, foreign
|
132
|
73
|
|||||
Contingent consideration
|
523
|
309
|
|||||
Total current liabilities
|
24,739
|
25,063
|
|||||
Contingent consideration
|
407
|
713
|
|||||
Total liabilities
|
25,146
|
25,776
|
|||||
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;
|
|||||||
13,892,265 shares issued and 12,418,959 shares outstanding at
December 28, 2013 and 13,756,589 shares issued and 12,298,733 shares outstanding at December 29, 2012
|
695
|
688
|
|||||
Additional paid-in capital
|
110,605
|
109,390
|
|||||
Accumulated other comprehensive income
|
815
|
1,370
|
|||||
Accumulated deficit
|
(43,237
|
)
|
(45,259
|
)
|
|||
Treasury stock common (1,473,306 shares at December 28, 2013 and
1,457,856 shares at December 29, 2012) at cost
|
(7,500
|
)
|
(7,417
|
)
|
|||
Stockholders’ equity
|
61,378
|
58,772
|
|||||
Total liabilities and stockholders’ equity
|
$86,524
|
$84,548
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except per share amounts, unless otherwise indicated)
|
December 28,
2013
|
December 29,
2012
|
||||
Revenues
|
$170,778
|
$145,817
|
|||
Cost of services
|
126,417
|
106,102
|
|||
Gross profit
|
44,361
|
39,715
|
|||
Operating costs and expenses
|
|||||
Selling, general and administrative
|
35,514
|
33,166
|
|||
Severance and other charges
|
5,181
|
-
|
|||
Depreciation and amortization
|
1,111
|
1,321
|
|||
Operating costs and expenses
|
41,806
|
34,487
|
|||
Operating income
|
2,555
|
5,228
|
|||
Other income (expense)
|
|||||
Interest expense and other, net
|
(55
|
)
|
(40
|
)
|
|
Change in contingent consideration
|
92
|
135
|
|||
Loss (gain) on foreign currency transactions
|
(5
|
)
|
7
|
||
Other income
|
32
|
102
|
|||
Income before income taxes
|
2,587
|
5,330
|
|||
Income tax expense
|
597
|
2,103
|
|||
Net income
|
$1,990
|
$3,227
|
|||
Basic and diluted net income per share
|
$0.16
|
$0.26
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
December 28,
|
December 29,
|
||
2013
|
2012
|
||
Net income
|
$1,990
|
$3,227
|
|
Foreign currency translation adjustment
|
(555
|
)
|
64
|
Comprehensive income
|
$1,435
|
$3,291
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share amounts, unless otherwise indicated)
|
Common Stock
|
Additional
Paid-in
Capital
|
Accumulated
Other
Comprehensive
Income
|
Accumulated
Deficit
|
Treasury Stock
|
Total
|
|||||||||||
Issued
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||
Balance, December 31, 2011
|
13,335,008
|
$666
|
$108,203
|
$1,306
|
($35,801
|
)
|
591,786
|
($2,713
|
)
|
$71,661
|
||||||
Issuance of stock under
employee stock purchase plan
|
29,205
|
2
|
126
|
-
|
-
|
-
|
128
|
|||||||||
Translation adjustment
|
-
|
-
|
-
|
64
|
-
|
-
|
-
|
64
|
||||||||
Issuance of stock upon exercise of
stock options
|
392,376
|
20
|
892
|
-
|
-
|
-
|
-
|
912
|
||||||||
Stock based compensation expense
|
-
|
-
|
169
|
-
|
-
|
-
|
-
|
169
|
||||||||
Common stock repurchase
|
-
|
-
|
-
|
-
|
-
|
866,070
|
(4,704
|
)
|
(4,704
|
)
|
||||||
Cash dividend paid
|
-
|
-
|
-
|
-
|
(12,335
|
)
|
-
|
-
|
(12,335
|
)
|
||||||
Dividends declared on unvested
restricted stock units
|
-
|
-
|
-
|
-
|
(350
|
)
|
-
|
-
|
(350
|
)
|
||||||
Net income
|
-
|
-
|
-
|
-
|
3,227
|
-
|
-
|
3,227
|
||||||||
Balance, December 29, 2012
|
13,756,589
|
$688
|
$109,390
|
$1,370
|
($45,259
|
)
|
1,457,856
|
($7,417
|
)
|
$58,772
|
||||||
Issuance of stock under
employee stock purchase plan
|
58,176
|
3
|
256
|
-
|
-
|
-
|
-
|
259
|
||||||||
Translation adjustment
|
-
|
-
|
-
|
(555
|
)
|
-
|
-
|
-
|
(555
|
)
|
||||||
Issuance of stock upon exercise of
stock options
|
27,500
|
1
|
113
|
-
|
-
|
-
|
-
|
114
|
||||||||
Issuance of stock upon vesting of
restricted stock awards
|
50,000
|
3
|
(3
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||
Stock based compensation expense
|
-
|
-
|
849
|
-
|
-
|
-
|
-
|
849
|
||||||||
Common stock repurchase
|
-
|
-
|
-
|
-
|
-
|
15,450
|
(83
|
)
|
(83
|
)
|
||||||
Dividends forfeited on restricted
stock awards
|
-
|
-
|
-
|
-
|
32
|
-
|
-
|
32
|
||||||||
Net income
|
-
|
-
|
-
|
-
|
1,990
|
-
|
-
|
1,990
|
||||||||
Balance, December 28, 2013
|
13,892,265
|
$695
|
$110,605
|
$815
|
($43,237
|
)
|
1,473,306
|
($7,500
|
)
|
$61,378
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands unless otherwise indicated)
|
December 28,
2013
|
December 29,
2012
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$1,990
|
$3,227
|
||||||
Adjustments to reconcile net income to net cash provided by
operating activities:
|
||||||||
Depreciation and amortization
|
1,111
|
1,321
|
||||||
Change in contingent consideration
|
(92
|
)
|
(135
|
)
|
||||
Stock-based compensation expense
|
849
|
169
|
||||||
Provision for losses on accounts receivable
|
(531
|
)
|
117
|
|||||
Deferred income tax expense
|
(634
|
)
|
781
|
|||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable
|
(12,473
|
)
|
(4,693
|
)
|
||||
Transit accounts receivable
|
6,073
|
(6,981
|
)
|
|||||
Prepaid expenses and other current assets
|
46
|
160
|
||||||
Accounts payable and accrued expenses
|
3,676
|
370
|
||||||
Transit accounts payable
|
(8,052
|
)
|
8,958
|
|||||
Accrued payroll and related costs
|
3,951
|
376
|
||||||
Income taxes payable
|
294
|
(106
|
)
|
|||||
Total adjustments
|
(5,782
|
)
|
337
|
|||||
Net cash (used in) provided by operating activities
|
(3,792
|
)
|
3,564
|
|||||
Cash flows from investing activities:
|
||||||||
Property and equipment acquired
|
(1,406
|
)
|
(511
|
)
|
||||
Decrease (increase) in deposits
|
84
|
(45
|
)
|
|||||
Cash paid for acquisition
|
-
|
(1,292
|
)
|
|||||
Net cash used in investing activities
|
(1,322
|
)
|
(1,848
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Sale of stock for employee stock purchase plan
|
259
|
128
|
||||||
Exercise of stock options
|
114
|
912
|
||||||
Common stock repurchases
|
(83
|
)
|
(4,704
|
)
|
||||
Dividends paid to shareholders
|
-
|
(12,335
|
)
|
|||||
Net cash provided by (used in) financing activities
|
290
|
(15,999
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
18
|
(11
|
)
|
|||||
Decrease in cash and cash equivalents
|
(4,806
|
)
|
(14,294
|
)
|
||||
Cash and cash equivalents at beginning of period
|
14,123
|
28,417
|
||||||
Cash and cash equivalents at end of period
|
$9,317
|
$14,123
|
||||||
Supplemental cash flow information:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$66
|
$42
|
||||||
Income taxes
|
$1,702
|
$1,939
|
||||||
Non-cash investing activities:
|
||||||||
Contingent consideration recorded at date of acquisition
|
$ -
|
$930
|
||||||
Above market value lease assumed in acquisition
|
$ -
|
$469
|
||||||
Fixed assets acquired in acquisition
|
$ -
|
$28
|
||||||
Non-cash financing activities:
|
||||||||
Dividend declared but unpaid on unvested restricted stock units
|
$ -
|
$350
|
||||||
Dividends forfeited
|
($32
|
)
|
$ -
|
|||||
Vesting of restricted stock units
|
$334
|
$ -
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
2.
|
FISCAL YEAR
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
3.
|
USE OF ESTIMATES AND UNCERTAINTIES
|
December 28,
2013
|
December 29,
2012
|
|||
Billed
|
$35,415
|
$26,600
|
||
Accrued and unbilled
|
7,895
|
4,761
|
||
Work-in-progress
|
13,394
|
13,552
|
||
Allowance for doubtful accounts and sales discounts
|
(978
|
)
|
(1,207
|
)
|
Accounts receivable, net
|
$55,726
|
$43,706
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
December 28, 2013
|
December 29,
2012
|
|||
Equipment and furniture
|
$2,454
|
$2,366
|
||
Computers and systems
|
5,670
|
5,204
|
||
Leasehold improvements
|
633
|
949
|
||
8,757
|
8,519
|
|||
Less: accumulated depreciation and amortization
|
6,466
|
6,639
|
||
Property and equipment, net
|
$2,291
|
$1,880
|
Period Ending
|
|
December 28, 2013
|
$313
|
January 3, 2015
|
210
|
January 2, 2016
|
222
|
December 31, 2016
|
263
|
Estimated future contingent consideration payments
|
$1,008
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Short
Term
|
Long
Term
|
Total
|
||||
Contingent consideration balance as of December 29, 2012
|
$309
|
$713
|
$1,022
|
|||
Liability reduced in current year
|
(92
|
)
|
-
|
(92
|
)
|
|
Moved from long term to short term
|
306
|
(306
|
)
|
-
|
||
Contingent consideration balance as of December 28, 2013
|
$523
|
$407
|
$930
|
Cash
|
$1,292
|
Lease in excess of market, net present value
|
469
|
Contingent consideration, net present value
|
930
|
Total consideration
|
$2,691
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Fixed assets
|
$28
|
Restricted covenants
|
70
|
Customer relationships
|
180
|
Deferred tax asset
|
187
|
Goodwill
|
2,226
|
Total consideration
|
$2,691
|
Proforma Results
for the
Fiscal Year Ended
|
||
December 29, 2012
|
||
Revenues
|
$148,420
|
|
Operating income
|
$5,363
|
|
Basic and diluted earnings per share
|
$0.26
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Engineering
|
Information
Technology
|
Total
|
||||
Balance as of December 31, 2011
|
$ -
|
$210
|
$210
|
|||
Intangibles acquired
|
250
|
-
|
250
|
|||
Amortization of intangibles during
fiscal 2012
|
(24
|
)
|
(104
|
)
|
(128
|
)
|
Balance as of December 29, 2012
|
$226
|
$106
|
$332
|
|||
Amortization of intangibles during
fiscal 2013
|
(47
|
)
|
(69
|
)
|
(116
|
)
|
Balance as of December 28, 2013
|
$179
|
$37
|
$216
|
Engineering
|
Information
Technology
|
Total
|
||||
Restricted covenants
|
$44
|
$ -
|
$44
|
|||
Customer relationships
|
135
|
37
|
172
|
|||
Balance as of December 28, 2013
|
$179
|
$37
|
$216
|
Fiscal Year
|
Engineering
|
Information
Technology
|
Total
|
|||
2014
|
$47
|
$32
|
$79
|
|||
2015
|
48
|
5
|
53
|
|||
2016
|
39
|
-
|
39
|
|||
2017
|
30
|
-
|
30
|
|||
2018
|
15
|
-
|
15
|
|||
Total
|
$179
|
$37
|
$216
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
9.
|
LINE OF CREDIT
|
Fiscal Years Ended
|
||||
December 28,
2013
|
December 29,
2012
|
|||
Basic weighted average shares outstanding
|
12,343,261
|
12,343,426
|
||
Dilutive effect of outstanding stock options
|
135,111
|
196,709
|
||
Weighted average dilutive shares outstanding
|
12,478,372
|
12,540,135
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
December 28,
2013
|
December 29,
2012
|
|||
Exercise of options outstanding
|
276,900
|
307,400
|
||
Restricted stock awards outstanding
|
300,000
|
350,000
|
||
Future grants of options or shares
|
34,100
|
34,100
|
||
Shares reserved for employee stock purchase plan
|
189,576
|
247,752
|
||
Total
|
800,576
|
939,252
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Fiscal Years Ended
|
||||
December 28, 2013
|
December 29, 2012
|
|||
Weighted average risk-free interest rate
|
1.74%
|
0.71%
|
||
Expected term of option
|
5 years
|
5 years
|
||
Expected stock price volatility
|
52%
|
61%
|
||
Expected dividend yield
|
0.00%
|
0.00%
|
||
Annual forfeiture rate
|
5.98%
|
4.68%
|
||
Weighted-average grant date fair value
|
$2.94
|
$2.85
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Number of Restricted
Stock Units
(in thousands)
|
Weighted Average
Grant Date Fair
Value per Share
|
|||
Outstanding non-vested at December 29, 2012
|
350
|
$5.62
|
||
Granted
|
40
|
|||
Vested
|
(50
|
)
|
||
Forfeited or expired
|
(40
|
)
|
||
Outstanding non-vested at December 28, 2013
|
300
|
$5.72
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
All Stock Options Outstanding
|
||||
Shares
|
Weighted Average
Exercise Price
|
|||
Options outstanding as of December 31, 2011
|
916,594
|
$4.24
|
||
Options granted
|
55,000
|
$5.54
|
||
Options exercised, net
|
(392,376
|
)
|
$3.85
|
|
Options forfeited in cashless exercises
|
(243,268
|
)
|
||
Options forfeited/cancelled
|
(28,550
|
)
|
$3.88
|
|
Options outstanding as of December 29, 2012
|
307,400
|
$5.34
|
||
Options exercisable as of December 29, 2012
|
252,400
|
$5.29
|
||
Intrinsic value of outstanding stock options as of December 29, 2012
|
$167
|
|||
Intrinsic value of stock options exercised in fiscal year ended
December 29, 2012
|
$1,468
|
|||
Weighted average grant date fair value of stock options issued
during fiscal year ended December 29, 2012
|
$2.85
|
|||
Options outstanding as of December 29, 2012
|
307,400
|
$5.34
|
||
Options granted
|
5,000
|
$5.78
|
||
Options exercised, net
|
(27,500
|
)
|
$4.15
|
|
Options forfeited/cancelled
|
(8,000
|
)
|
$5.16
|
|
Options outstanding as of December 28, 2013
|
276,900
|
$5.47
|
||
Options exercisable as of December 28, 2013
|
221,900
|
$5.45
|
||
Intrinsic value of outstanding stock options as of December 28, 2013
|
$504
|
|||
Intrinsic value of stock options exercised in fiscal year ended
December 28, 2013
|
$44
|
|||
Weighted average grant date fair value of stock options issued
during fiscal year ended December 28, 2013
|
$2.94
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Range of
Exercise Prices
|
Number of
Outstanding Options
|
Weighted-Average
Remaining
Contractual Life
|
Weighted-Average
Exercise Price
|
||||||
Outstanding
|
Vested
|
Outstanding
|
Vested
|
Outstanding
|
Vested
|
||||
$2.50 - $2.50
|
1,000
|
1,000
|
5.96
|
5.96
|
$2.50
|
$2.50
|
|||
$4.16 - $5.78
|
233,400
|
178,400
|
3.41
|
1.80
|
$4.82
|
$4.60
|
|||
$6.44 - $9.16
|
17,500
|
17,500
|
1.06
|
1.06
|
$8.01
|
$8.01
|
|||
$9.81 - $9.81
|
25,000
|
25,000
|
3.55
|
3.55
|
$9.81
|
$9.81
|
|||
276,900
|
221,900
|
3.28
|
1.96
|
$5.47
|
$5.45
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
12.
|
TREASURY STOCK TRANSACTIONS
|
13.
|
NEW ACCOUNTING STANDARDS
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Fiscal Year Ended
December 28, 2013
|
Engineering
|
Information
Technology
|
Specialty Health Care
|
Corporate
|
Total
|
|||||
Revenue
|
$86,742
|
$55,263
|
$28,773
|
$ -
|
$170,778
|
|||||
Cost of services
|
67,005
|
39,412
|
20,000
|
-
|
126,417
|
|||||
Selling, general and administrative
|
14,357
|
13,540
|
7,617
|
-
|
35,514
|
|||||
Non-recurring charges
|
342
|
142
|
-
|
4,697
|
5,181
|
|||||
Depreciation and amortization
|
702
|
300
|
109
|
-
|
1,111
|
|||||
Operating income
|
$4,336
|
$1,869
|
$1,047
|
($4,697
|
)
|
$2,555
|
||||
Total assets
|
$42,951
|
$14,472
|
$14,334
|
$14,767
|
$86,524
|
|||||
Capital expenditures
|
$1,142
|
$78
|
$35
|
$151
|
$1,406
|
Fiscal Year Ended
December 29, 2012
|
Engineering
|
Information
Technology
|
Specialty Health Care
|
Corporate
|
Total
|
|||||
Revenue
|
$66,631
|
$52,165
|
$27,021
|
$ -
|
$145,817
|
|||||
Cost of services
|
50,733
|
36,931
|
18,438
|
-
|
106,102
|
|||||
Selling, general and administrative
|
12,124
|
13,703
|
7,339
|
-
|
33,166
|
|||||
Depreciation and amortization
|
720
|
477
|
124
|
-
|
1,321
|
|||||
Operating income
|
$3,054
|
$1,054
|
$1,120
|
$ -
|
$5,228
|
|||||
Total assets
|
$39,441
|
$15,494
|
$10,419
|
$19,194
|
$84,548
|
|||||
Capital expenditures
|
$340
|
$59
|
$8
|
$104
|
$511
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Fiscal Year Ended
|
||||
December 28,
|
December 29,
|
|||
2013
|
2012
|
|||
Revenues
|
||||
United States
|
$130,589
|
$120,327
|
||
Canada
|
34,989
|
20,641
|
||
Puerto Rico
|
5,200
|
4,849
|
||
$170,778
|
$145,817
|
Fiscal Year Ended
|
||||
December 28,
|
December 29,
|
|||
2013
|
2012
|
|||
Total Assets
|
||||
United States
|
$62,198
|
$68,364
|
||
Canada
|
22,993
|
14,612
|
||
Puerto Rico
|
1,333
|
1,572
|
||
$86,524
|
$84,548
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Fiscal Years Ended
|
|||||
December 28,
2013
|
December 29,
2012
|
||||
Current
|
|||||
Federal
|
$450
|
$1,028
|
|||
State and local
|
407
|
420
|
|||
Foreign
|
416
|
(129
|
)
|
||
1,273
|
1,319
|
||||
Deferred
|
|||||
Federal
|
(541
|
)
|
617
|
||
State
|
(157
|
)
|
179
|
||
Foreign
|
22
|
(12
|
)
|
||
(676
|
)
|
784
|
|||
Total
|
$597
|
$2,103
|
Fiscal Years Ended
|
||||
December 28,
2013
|
December 29,
2012
|
|||
United States
|
$1,175
|
$5,790
|
||
Foreign Jurisdictions
|
1,412
|
(460
|
)
|
|
$2,587
|
$5,330
|
December 28,
2013
|
December 29,
2012
|
|||
Tax at statutory rate (credit)
|
34.0
|
%
|
34.0
|
%
|
State income taxes, net of Federal
income tax benefit
|
6.5
|
7.4
|
||
Permanent differences
|
2.6
|
(2.4
|
)
|
|
Foreign income tax rate
|
(1.6
|
)
|
0.30
|
|
Reverse liability for amended return
|
(18.3
|
)
|
-
|
|
Other, net
|
0.9
|
0.2
|
||
Total income tax expense
|
24.1
|
%
|
39.5
|
%
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Unrecognized Tax Benefits
|
||
Balance as of December 29, 2012
|
$473
|
|
Charges for current year tax positions
|
(473
|
)
|
Reserves for current year tax position
|
628
|
|
Balance as of December 28, 2013
|
$628
|
December 28,
2013
|
December 29,
2012
|
|||
Deferred tax assets:
|
||||
Allowance for doubtful accounts
|
$391
|
$483
|
||
Acquisition amortization, net
|
1,642
|
2,214
|
||
Reserves and accruals
|
1,556
|
432
|
||
Other
|
338
|
179
|
||
Total deferred tax assets
|
3,927
|
3,308
|
||
Deferred tax liabilities:
|
||||
Prepaid expense deferral
|
(367
|
)
|
(436
|
)
|
Bonus depreciation to be reversed
|
(118
|
)
|
(129
|
)
|
Canada deferred tax liability, net
|
(132
|
)
|
(73
|
)
|
Total deferred tax liabilities
|
(617
|
)
|
(638
|
)
|
Total deferred tax assets, net
|
$3,310
|
$2,670
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
16.
|
CONTINGENCIES
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Fiscal Years
|
Amount
|
2014
|
$2,904
|
2015
|
2,601
|
2016
|
1,863
|
2017
|
1,509
|
2018
|
1,302
|
Thereafter
|
508
|
Total
|
$10,687
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 28, 2013 and December 29, 2012
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Sales
|
Gross
Profit
|
Operating
Income
|
Net
Income
|
Diluted
Income
Per Share
|
||||||
1st Quarter
|
$41,230
|
$10,621
|
$1,514
|
$960
|
$0.08
|
|||||
2nd Quarter
|
42,379
|
11,262
|
1,714
|
1,470
|
0.12
|
|||||
3rd Quarter
|
41,320
|
10,684
|
1,806
|
1,142
|
0.09
|
|||||
4th Quarter*
|
45,849
|
11,794
|
(2,479
|
)
|
(1,582
|
)
|
(0.13
|
)
|
||
Total
|
$170,778
|
$44,361
|
$2,555
|
$1,990
|
$0.16
|
Sales
|
Gross
Profit
|
Operating
Income
|
Net
Income
|
Diluted
Income
Per Share
|
||||||
1st Quarter
|
$38,206
|
$10,285
|
$1,776
|
$1,059
|
$0.08
|
|||||
2nd Quarter
|
35,753
|
9,656
|
1,015
|
505
|
0.04
|
|||||
3rd Quarter
|
34,839
|
9,675
|
1,107
|
634
|
0.05
|
|||||
4th Quarter
|
37,019
|
10,099
|
1,330
|
1,029
|
0.09
|
|||||
Total
|
$145,817
|
$39,715
|
$5,228
|
$3,227
|
$0.26
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
SCHEDULE II
|
Column A
|
Column B
|
Column C
|
Column D
|
Column E
|
|||
Description
|
Balance at
Beginning
of Period
|
Charged to
Costs and
Expenses
|
Deduction
|
Balance at
End of
Period
|
|||
Fiscal Year Ended
December 28, 2013
|
|||||||
Allowance for doubtful
accounts on trade receivables
|
$1,207
|
$301
|
($530
|
)
|
$978
|
||
Provision for contingencies for
legal matters
|
$175
|
$88
|
($75
|
)
|
$188
|
||
Fiscal Year Ended
December 29, 2012
|
|||||||
Allowance for doubtful
accounts on trade receivables
|
$1,455
|
$150
|
$398
|
$1,207
|
|||
Provision for contingencies for
legal matters
|
$340
|
$25
|
$190
|
$175
|
EXHIBIT INDEX
|
EXHIBIT 21
|
EXHIBIT 23.1
|
EXHIBIT 31.1
|
Date: February 27, 2014
|
/s/
|
Leon Kopyt
|
Leon Kopyt
Chairman, President, Chief Executive Officer and Director
|
EXHIBIT 31.2
|
Date: February 27, 2014
|
/s/
|
Kevin D. Miller
|
Kevin D. Miller
Chief Financial Officer, Treasurer and Secretary
|
EXHIBIT 32.1
|
/s/
|
Leon Kopyt
|
Leon Kopyt
Chairman, President, Chief Executive
Officer and Director
February 27, 2014
|
EXHIBIT 32.2
|
/s/
|
Kevin D. Miller
|
Kevin D. Miller
Chief Financial Officer, Treasurer
and Secretary
February 27, 2014
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
AGENT
:
|
CITIZENS BANK OF PENNSYLVANA
,
|
|
as Administrative Agent and Arranger
|
By:
|
/s/ Derrick R. Davis
|
Derrick R. Davis
|
|
SVP
|
/s/ Derrick R. Davis
|
|
Derrick R. Davis
|
|
SVP
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
By:
|
/s/ Kevin D. Miller
|
Kevin D. Miller
|
|
Chief Financial Officer
|
AGENT
:
|
CITIZENS BANK OF PENNSYLVANA
,
|
|
as Administrative Agent and Arranger
|
By:
|
/s/ Lisa S. Williams
|
Lisa S. Williams
|
|
SVP
|
/s/ Lisa S. Williams
|
|
Lisa S. Williams
|
|
SVP
|
EXHIBIT 21
|
EXHIBIT 23.1
|
EXHIBIT 31.1
|
Date: February 27, 2014
|
/s/
|
Leon Kopyt
|
Leon Kopyt
Chairman, President, Chief Executive Officer and Director
|
EXHIBIT 31.2
|
Date: February 27, 2014
|
/s/
|
Kevin D. Miller
|
Kevin D. Miller
Chief Financial Officer, Treasurer and Secretary
|
EXHIBIT 32.1
|
/s/
|
Leon Kopyt
|
Leon Kopyt
Chairman, President, Chief Executive
Officer and Director
February 27, 2014
|
EXHIBIT 32.2
|
/s/
|
Kevin D. Miller
|
Kevin D. Miller
Chief Financial Officer, Treasurer
and Secretary
February 27, 2014
|