美國
證券交易委員會
華盛頓特區20549
表格
(標記一個)
| | 根據第13條或第15(d)條提交的季度報告 1934年證券交易所法 |
截至2024年6月30日季度結束
或
| | 根據第13條或第15(d)條進行的過渡報告 1934年證券交易所法 |
到 天從發票日期計算，被視為商業合理。
委員會檔案編號：
RCm科技公司
（根據其組織憲章規定的正式名稱）
| | |
| （註冊地或其他管轄地區） | （聯邦稅號） |
(主要行政辦公室地址) (郵政編碼)
(
（註冊人的電話號碼，包括區號）
根據法案第12(b)條規定註冊的證券：
| 每種類別的名稱 | 交易標的（s） | 每個註冊交易所的名稱 | ||
| | | 輝瑞公司面臨數起分開的訴訟，這些訴訟仍在進行中，需等待第三項索賠條款的裁決。2023年9月，我們與輝瑞公司同意合併2022和2023年的訴訟，並將審判日期從2024年11月推遲至2025年上半年，具體時間將由法院確定。 |
勾選表示登記者是否：（1）在過去12個月內已提交美國1934年證券交易法第13條或第15條要求提交的所有報告（或者對於要求提交這些報告的時間較短的週期），並且（2）在過去90天內已受到這些提交要求的約束。
請勾選，指出此登記人是否根據第405條第S-t條例（本章第232.405條）的規定，在過去12個月內（或登記人被要求提交此類文件的較短期間）向交易所提交每一個互動數據文件。
以勾選方式表示，是否登記申報人為大型迅速歸檔者、迅速歸檔者、非迅速歸檔者、較小的報告公司或新興增長公司。（請參閱《交易所法》第120億2條中有關「大型迅速歸檔者」、「迅速歸檔者」、「較小的報告公司」和「新興增長公司」的定義）。 （選擇一項）：
| 大型快速申報人 ☐ | | 非迅速歸檔者 ☐ | 更小型 報告 公司 | 新興 成長 公司 |
如果是新興成長型企業，在符合任何依據證券交易法第13(a)條所提供的任何新的或修改的財務會計準則的遵循的延伸過渡期方面，是否選擇不使用核准記號進行指示。☐
勾選表示申報人是否為外殼公司（定義於交易所法規第1202條）。
是
指出在最近實際日期時，登記人普通股的流通股數。
普通股，每股面值0.05美元，
| RCm科技公司及其子公司 |
| 第一部分 - 財務信息 |
||
| 頁面 |
||
| 項目1。 |
縮短合併財務報表 |
|
| 2024年9月28日的未經審計的簡明合併資產負債表 以及2023年12月30日 |
4 |
|
| 未經審計的簡明合併損益表 截至2024年9月28日和2023年9月30日的13周和39周未經審計的簡明合併損益表 |
5 |
|
| 未經審計的綜合收益簡明合併損益表 截至2024年9月28日和2023年9月30日的三十九周結束。 |
6 |
|
| 未經審核的股東權益變動摘要綜合表 截至2024年9月28日和2023年9月30日的三十九周結束。 |
7 |
|
| 未經審計的現金流量表摘要 截至2024年9月28日和2023年9月30日的三十九周結束的現金流量表摘要 |
9 |
|
| 基本報表未經審核簡明合併財務報表註腳 |
10 |
|
| 項目2。 |
管理層對財務狀況的討論和分析 以及營運結果 |
30 |
| 项目3。 |
市場風險的定量和定性披露。 |
49 |
| 項目 4。 |
內部控制及程序 |
49 |
| 第二部分 - 其他信息 |
||
| 項目 1。 |
法律訴訟 |
51 |
| 项目1A。 |
風險因素 |
51 |
| 项目2。 |
股票權益的未註冊銷售和資金用途 |
51 |
| 项目3。 |
優先證券違約 |
51 |
| 項目 4。 |
礦業安全披露 |
51 |
| 项目5。 |
其他信息 |
51 |
| 第6項。 |
展品 |
52 |
| 簽名 |
53 |
|
關於前瞻性聲明的警語
本報告及其所引用的文件內可能包含根據1933年證券法第27A條（經修訂）和1934年證券交易法第21E條（經修訂）所作的前瞻性陳述，這些陳述並非歷史事實，而是基於當前對我們業務和行業的期望、估計和預估，以及我們的信念和假設。"相信"、"預測"、"計劃"、"期望"、"將會"、"目標"等詞彙旨在確定前瞻性陳述。包含前瞻性陳述並不應被視為我們將實現任何計劃的陳述。我們不承擔任何公開更新或修訂任何前瞻性陳述的義務，無論是因為新資訊、未來事件或其他原因。該前瞻性信息也受到各種風險和不確定性的影響。此類風險和不確定性包括但不限於我們向醫療保健行業提供服務而產生的風險；COVlD-19疫情或其他潛在大流行的影響和未來影響；在2024年9月28日結束的三十九周內，我們的簡明合併收入的很大一部分由一個集中的客戶群體貢獻；信用和收款風險；與工傷賠償和一般責任保險相關的索賠經驗；法律和規定對醫療保健行業、我們的員工和我們提供的服務所做的變化或解釋的影響，包括有關我們的服務的徵稅性和其他勞工相關事項的州和地方法規，如最低工資增加；公司對於銷售、費用和行政費用的預期；以及在2023年12月30日結束的財政年度的10-k型年度報告中描述的風險因素，以及後續10-Q季度報告中的第I部分、第1A項“風險因素”和本10-Q表的第II部分、第1A項“風險因素”
| ITEM 1. |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 28, 2024 and December 30, 2023
(In thousands, except share amounts)
| September 28, | December 30, | |||||||
| 2024 | 2023 | |||||||
| (Unaudited) | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of provision for credit losses of $ at September 28, 2024 and December 30, 2023 | ||||||||
| Transit accounts receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Deposits | ||||||||
| Deferred income taxes, foreign | ||||||||
| Goodwill | ||||||||
| Operating right of use asset | ||||||||
| Intangible assets, net | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Transit accounts payable | ||||||||
| Accrued payroll and related costs | ||||||||
| Finance lease payable | ||||||||
| Income taxes payable | ||||||||
| Operating right of use liability | ||||||||
| Contingent consideration from acquisitions | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| Deferred income taxes, net, foreign | ||||||||
| Deferred income taxes, net, domestic | ||||||||
| Finance lease payable, net of current position | ||||||||
| Contingent consideration from acquisitions, net of current position | ||||||||
| Operating right of use liability, net of current position | ||||||||
| Borrowings under line of credit | ||||||||
| Total liabilities | ||||||||
| Contingencies (note 15) | - | - | ||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ par value; shares authorized; | ||||||||
| shares issued or outstanding | ||||||||
| Common stock, $ par value; shares authorized; | ||||||||
| shares issued and shares outstanding at September 28, 2024 and shares issued and shares outstanding at December 30, 2023 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Treasury stock, shares at September 28, 2024 and | ||||||||
| shares at December 30, 2023, at cost | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Thirteen and Thirty-Nine Weeks Ended September 28, 2024 and September 30, 2023 (Unaudited) (In thousands, except per share amounts) |
| Thirteen Weeks Ended |
Thirty-Nine Weeks Ended |
|||||||||||||||
| September 28, 2024 |
September 30, 2023 |
September 28, 2024 |
September 30, 2023 |
|||||||||||||
| Revenue |
$ | $ | $ | $ | ||||||||||||
| Cost of services |
||||||||||||||||
| Gross profit |
||||||||||||||||
| Operating costs and expenses |
||||||||||||||||
| Selling, general and administrative |
||||||||||||||||
| Depreciation and amortization of property and equipment |
||||||||||||||||
| Amortization of acquired intangible assets |
||||||||||||||||
| Costs associated with potential stock issuance |
||||||||||||||||
| Gain on sale of assets |
( |
) | ||||||||||||||
| Operating costs and expenses, net of gain on sale of assets |
||||||||||||||||
| Operating income |
||||||||||||||||
| Other expense (income) |
||||||||||||||||
| Interest expense and other, net |
||||||||||||||||
| Loss (gain) on foreign currency transactions |
( |
) | ( |
) | ||||||||||||
| Other expense (income), net |
||||||||||||||||
| Income before income taxes |
||||||||||||||||
| Income tax expense |
||||||||||||||||
| Net income |
$ | $ | $ | $ | ||||||||||||
| Basic net earnings per share |
$ | $ | $ | $ | ||||||||||||
| Diluted net earnings per share |
$ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Thirty-Nine Weeks Ended September 28, 2024 and September 30, 2023 (Unaudited) (In thousands) |
| Thirty-Nine Weeks Ended |
||||||||
| September 28, 2024 |
September 30, 2023 |
|||||||
| Net income |
$ | $ | ||||||
| Other comprehensive income |
||||||||
| Comprehensive income |
$ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Thirty-Nine Weeks Ended September 28, 2024 and September 30, 2023 (Unaudited) (In thousands, except share amounts) |
| Common Stock |
Additional Paid-in Capital |
Accumulated Other Comprehensive Loss |
Accumulated Deficit |
Treasury Stock |
Total |
|||||||||||||||||||||||||||
| Issued Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||
| Balance, December 30, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
| Issuance of stock under employee stock purchase plan |
||||||||||||||||||||||||||||||||
| Equity compensation expense from awards issued |
- | - | ||||||||||||||||||||||||||||||
| Issuance of stock upon vesting of restricted share awards |
( |
) | ||||||||||||||||||||||||||||||
| Retirement of common shares |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||
| Foreign currency translation adjustment |
- | ( |
) | - | ( |
) | ||||||||||||||||||||||||||
| Net income |
- | - | ||||||||||||||||||||||||||||||
| Balance, March 30, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
| Equity compensation expense from awards issued |
- | - | ||||||||||||||||||||||||||||||
| Purchase of treasury stock |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment |
- | ( |
) | - | ( |
) | ||||||||||||||||||||||||||
| Net income |
- | - | ||||||||||||||||||||||||||||||
| Balance, June 29, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
| Issuance of stock under employee stock purchase plan |
||||||||||||||||||||||||||||||||
| Equity compensation expense from awards issued |
- | - | ||||||||||||||||||||||||||||||
| Purchase of treasury stock |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Issuance of stock upon vesting of restricted share awards |
( |
) | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment |
- | - | ||||||||||||||||||||||||||||||
| Net income |
- | - | ||||||||||||||||||||||||||||||
| Balance, September 28, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Thirty-Nine Weeks Ended September 28, 2024 and September 30, 2023 (Unaudited) (In thousands, except share amounts) |
| Common Stock |
Additional Paid-in Capital |
Accumulated Other Comprehensive Loss |
Accumulated Deficit |
Treasury Stock |
Total |
|||||||||||||||||||||||||||
| Issued Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||
| Balance, December 31, 2022 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
| Issuance of stock under employee stock purchase plan |
||||||||||||||||||||||||||||||||
| Equity compensation expense from awards issued |
- | - | ||||||||||||||||||||||||||||||
| Issuance of stock upon vesting of restricted share awards |
( |
) | ||||||||||||||||||||||||||||||
| Purchase of treasury stock |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment |
- | - | ||||||||||||||||||||||||||||||
| Net income |
- | |||||||||||||||||||||||||||||||
| Balance, April 1, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
| Issuance of stock upon vesting of restricted share awards |
||||||||||||||||||||||||||||||||
| Equity compensation expense from awards issued |
- | - | ||||||||||||||||||||||||||||||
| Common stock issued as contingent consideration |
||||||||||||||||||||||||||||||||
| Purchase of treasury stock |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment |
- | ( |
) | - | ( |
) | ||||||||||||||||||||||||||
| Net income |
- | - | ||||||||||||||||||||||||||||||
| Balance, July 1, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
| Issuance of stock under employee stock purchase plan |
||||||||||||||||||||||||||||||||
| Equity compensation expense from awards issued |
- | - | ||||||||||||||||||||||||||||||
| Issuance of stock upon vesting of restricted share awards |
( |
) | ||||||||||||||||||||||||||||||
| Purchase of treasury stock |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment |
- | ( |
) | - | ( |
) | ||||||||||||||||||||||||||
| Net income |
- | - | ||||||||||||||||||||||||||||||
| Balance, September 30, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Thirty-Nine Weeks Ended September 28, 2024 and September 30, 2023 (Unaudited) (In thousands) |
| Thirty-Nine Weeks Ended |
||||||||
| September 28, 2024 |
September 30, 2023 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
||||||||
| Gain on sale of assets |
( |
) | ||||||
| Equity compensation expense from awards issued |
||||||||
| Deferred income tax expense |
||||||||
| Change in operating right of use assets |
||||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
( |
) | ( |
) | ||||
| Prepaid expenses and other current assets |
( |
) | ( |
) | ||||
| Net of transit accounts receivable and payable |
( |
) | ||||||
| Accounts payable and accrued expenses |
( |
) | ( |
) | ||||
| Accrued payroll and related costs |
||||||||
| Right of use liabilities |
( |
) | ( |
) | ||||
| Income taxes payable |
( |
) | ||||||
| Deferred revenue |
( |
) | ||||||
| Deposits |
||||||||
| Total adjustments and changes in operating assets and liabilities |
( |
) | ||||||
| Net cash provided by operating activities |
||||||||
| Cash flows from investing activities: |
||||||||
| Property and equipment acquired |
( |
) | ( |
) | ||||
| Proceeds from sale of assets |
||||||||
| Net cash used in investing activities |
( |
) | ( |
) | ||||
| Cash flows from financing activities: |
||||||||
| Borrowings under line of credit |
||||||||
| Repayments under line of credit |
( |
) | ( |
) | ||||
| Issuance of stock for employee stock purchase plan |
||||||||
| Retirement of common shares |
( |
) | ||||||
| Changes in finance lease obligations |
( |
) | ( |
) | ||||
| Contingent consideration paid |
( |
) | ||||||
| Common stock repurchase |
( |
) | ( |
) | ||||
| Net cash used in financing activities |
( |
) | ( |
) | ||||
| Effect of exchange rate changes on cash and cash equivalents |
( |
) | ( |
) | ||||
| (Decrease) increase in cash and cash equivalents |
( |
) | ||||||
| Cash and cash equivalents at beginning of period |
||||||||
| Cash and cash equivalents at end of period |
$ | $ | ||||||
| Supplemental cash flow information: |
||||||||
| Cash paid for: |
||||||||
| Interest |
$ | $ | ||||||
| Income taxes |
$ | $ | ||||||
| Non-cash financing activities: |
||||||||
| Right of use assets in exchange for lease obligations |
$ | $ | ||||||
| Value of shares issued as contingent consideration |
$ | $ | ||||||
| Software purchased under finance lease |
$ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
| 1. | Basis of Presentation |
The accompanying condensed consolidated interim financial statements of RCM Technologies, Inc. and subsidiaries (“RCM” or the “Company”) are unaudited. The year-end consolidated balance sheet was derived from the Company’s 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’s consolidated financial statements and the notes thereto for the year ended December 30, 2023 included in the Company’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 condensed consolidated financial statements for the unaudited interim periods presented include all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of financial position, results of operations and cash flows for such interim periods.
Results for the thirteen and thirty-nine weeks ended September 28, 2024 and September 30, 2023 are not necessarily indicative of results that may be expected for the full year or any future period.
Fiscal Year
The Company follows a 52/53 week fiscal reporting calendar ending on the Saturday closest to December 31. Both the current fiscal year ending December 28, 2024 (fiscal 2024) and the prior fiscal year ended December 30, 2023 (fiscal 2023) are 52-week reporting years. The fiscal quarters for fiscal 2024 and fiscal 2023 align as follows:
| Fiscal 2024 Quarters | Weeks | Fiscal 2023 Quarters | Weeks |
| March 30, 2024 | Thirteen | April 1, 2023 | Thirteen |
| June 29, 2024 | Thirteen | July 1, 2023 | Thirteen |
| September 28, 2024 | Thirteen | September 30, 2023 | Thirteen |
| December 28, 2024 | Thirteen | December 30, 2023 | Thirteen |
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
| 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, revenue and expenses and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
The Company uses estimates to determine a provision for credit losses on its accounts receivable, litigation, medical claims, vacation, goodwill impairment, if any, equity compensation, the tax rate applied and the valuation of certain assets and liability accounts. In addition, the Company reviews its estimated costs to complete a contract and adjusts those costs when necessary. These estimates can be significant to the operating results and financial position of the Company. The estimates are based upon various factors including current and historical trends, as well as other pertinent industry and regulatory authority information. Management regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes.
The Company has risk participation arrangements with respect to workers compensation and health care insurance. The amounts included in the Company’s costs related to this risk participation are estimated and can vary based on changes in assumptions, the Company’s claims experience or the providers included in the associated insurance programs.
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’s services, adverse litigation and claims and the hiring, training and retention of key employees.
Fair Value of Financial Instruments
The Company’s carrying value of financial instruments, consisting primarily of accounts receivable, transit accounts receivable, accounts payable and accrued expenses, transit accounts payable and borrowings under line of credit approximates fair value due to their liquidity or their short-term nature and the line of credit’s variable interest rate. The Company does not have derivative products in place to manage risks related to foreign currency fluctuations for its foreign operations or for interest rate changes.
The Company re-measures the fair value of the contingent consideration at each reporting period and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded in earnings in the accompanying consolidated statement of operations.
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
| 3. | Revenue Recognition |
The Company records revenue under Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Revenue is recognized when we satisfy a performance obligation by transferring services promised in a contract to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those services. Performance obligations in our contracts represent distinct or separate service streams that we provide to our customers.
We evaluate our revenue contracts with customers based on the five-step model under ASC 606: (1) Identify the contract with the customer; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to separate performance obligations; and (5) Recognize revenue when (or as) each performance obligation is satisfied.
The Company derives its revenue from several sources. The Company’s Engineering Services, Life Sciences and Information Technology segments perform consulting and project solution services. The Healthcare segment specializes in long-term and short-term staffing and placement services to hospitals, schools and long-term care facilities amongst others. All of the Company’s segments perform staff augmentation services and derive revenue from permanent placement fees. The majority of the Company’s revenue is invoiced on a time and materials basis.
The following table presents our revenue disaggregated by revenue source for the thirteen and thirty-nine weeks ended September 28, 2024 and September 30, 2023:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
| September 28, 2024 | September 30, 2023 | September 28, 2024 | September 30, 2023 | |||||||||||||
| Specialty Health Care: | ||||||||||||||||
| Time and Material | $ | $ | $ | $ | ||||||||||||
| Permanent Placement Services | ||||||||||||||||
| Total Specialty Health Care | $ | $ | $ | $ | ||||||||||||
| Engineering: | ||||||||||||||||
| Time and Material | $ | $ | $ | $ | ||||||||||||
| Fixed Fee | ||||||||||||||||
| Total Engineering | $ | $ | $ | $ | ||||||||||||
| Life Sciences and Information Technology: | ||||||||||||||||
| Time and Material | $ | $ | $ | $ | ||||||||||||
| Permanent Placement Services | ||||||||||||||||
| Fixed Fee | ||||||||||||||||
| Total Life Sciences and Information Technology | $ | $ | $ | $ | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
3. Revenue Recognition (Continued)
Time and Material
The Company’s Health Care segment predominantly recognizes revenue through time and material work while its Engineering and Life Sciences and Information Technology segments recognize revenue through both time and material and fixed fee work. The Company’s time and material contracts are typically based on the number of hours worked at contractually agreed upon rates, therefore revenue associated with these time and materials contracts are recognized based on hours worked at contracted rates.
Fixed Fee
From time to time and predominantly in our Engineering segment, the Company enters 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’s fixed fee purchase orders are typically performed over six to nine month periods. In instances where project services are provided on a fixed-price basis, revenue is recorded in accordance with the terms of each contract. In certain instances, revenue is invoiced at the time certain milestones are reached, as defined in the contract. Revenue under these arrangements are recognized as the costs on these contracts are incurred. From time-to-time, amounts paid in excess of revenue earned and recognized are recorded as deferred revenue, included in accounts payable and accrued expenses on the accompanying consolidated balance sheets. Additionally, some contracts contain “Performance Fees” (bonuses) for completing a contract under budget. Performance Fees, if any, are recorded when earned. Some contracts also limit revenue and billings to specified maximum amounts. Provisions for contract losses, if any, are made in the period such losses are determined. For contracts where there is a specific deliverable and the work is not complete and the revenue is not recognized, the costs incurred are deferred as a prepaid asset. The associated costs are expensed when the related revenue is recognized.
Permanent Placement Services
The Company earns permanent placement fees from providing permanent placement services. These fees are typically based on a percentage of the compensation paid to the person placed with the Company’s client. The Company guarantees its permanent placements on a prorated basis for 90 days. In the event a candidate is not retained for the 90-day period, the Company will provide a suitable replacement candidate. In the event a replacement candidate cannot be located, the Company will provide a prorated refund to the client. An allowance for refunds, based upon the Company’s historical experience, is recorded in the financial statements.
Deferred Revenue
There was $
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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
3. Revenue Recognition (Continued)
Concentration
During the thirty-nine weeks ended September 28, 2024, the Company had
4. Accounts Receivable, Transit Accounts Receivable and Transit Accounts Payable
The Company’s accounts receivable comprise the following:
| September 28, 2024 | December 30, 2023 | |||||||
| Billed | $ | $ | ||||||
| Unbilled | ||||||||
| Work-in-progress | ||||||||
| Provision for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
Unbilled receivables primarily represent revenue earned whereby those services are ready to be billed as of the balance sheet ending date. Work-in-progress primarily represents revenue earned under contracts which the Company contractually invoices at future dates.
From time to time, the Company’s Engineering segment enters into agreements to provide, among other things, construction management and engineering services. Pursuant to these agreements, the Company a) may purchase equipment on behalf of the Company’s customer or 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. In such situations, the Company acts as an agent under the provisions of FASB ASC 606 “Revenue from Contracts with Customers” and therefore recognizes revenue on a “net-basis.” The Company records revenue on a “net” basis on relevant engineering and construction management projects, which require subcontractor/procurement costs or transit costs. In those situations, the Company charges the client a negotiated fee, which is reported as net revenue when earned.
Under the terms of the agreements, the Company is typically not required to pay the subcontractor until after the corresponding payment from the Company’s end-client is received. Upon invoicing the end-client on behalf of the subcontractor or staffing agency, the Company records this amount simultaneously as both a “transit account receivable” and “transit account payable,” as the amount when paid to the Company is due to and generally paid to the subcontractor within a few days. The Company typically does not pay a given transit account payable until the related transit account receivable is collected. The Company 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’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 $
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED 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, less accumulated depreciation and amortization, and are depreciated or amortized on the straight-line method at rates calculated to provide for retirement of assets at the end of their estimated useful lives. Computer hardware and software, and furniture and office equipment are typically depreciated over five years. Leasehold improvements are amortized over the shorter of the estimated life of the asset or the lease term.
Property and equipment comprise the following:
| September 28, 2024 | December 30, 2023 | |||||||
| Computer hardware and software | $ | $ | ||||||
| Furniture and office equipment | ||||||||
| Leasehold improvements | ||||||||
| Laboratory equipment | ||||||||
| Less: accumulated depreciation and amortization | ||||||||
| Property and equipment, net | $ | $ | ||||||
The Company periodically writes off fully depreciated and amortized assets. The Company wrote off fully depreciated and amortized assets of $
6. Acquisitions and Divestitures
Future Contingent Payments
As of September 28, 2024, the Company had two acquisition agreements whereby additional contingent consideration may be earned by the sellers: 1) effective September 30, 2018, the Company acquired certain assets of Thermal Kinetics Engineering, PLLC and Thermal Kinetics Systems, LLC, and 2) effective October 2, 2022, the Company acquired certain assets of TalentHerder LLC. The Company estimates future contingent payments at September 28, 2024 as follows:
| Total | ||||
| The four quarters following September 28, 2024 | $ | |||
| Thereafter | ||||
| Estimated future contingent consideration payments | $ | |||
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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
6. Acquisitions and Divestitures (Continued)
Future Contingent Payments (Continued)
For acquisitions that involve contingent consideration, the Company records a liability equal to the fair value of the estimated contingent consideration obligation as of the acquisition date. The Company determines the acquisition date fair value of the contingent consideration based on the likelihood of paying the additional consideration. The fair value is estimated using projected future operating results and the corresponding future earn-out payments that can be earned upon the achievement of specified operating objectives and financial results by acquired companies using Level 3 inputs and the amounts are then discounted to present value. These liabilities are measured quarterly at fair value, and any change in the fair value of the contingent consideration liability is recognized in the consolidated statements of operations. During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the consolidated statements of operations.
Estimates of future contingent payments are subject to significant judgment and actual payments may materially differ from estimates. The Company estimates future contingent consideration payments based on forecasted performance and recorded the fair value of those expected payments as of September 28, 2024. Contingent consideration related to acquisitions is recorded at fair value (level 3) with changes in fair value recorded in other (expense) income, net.
Potential future contingent payments for acquisitions after September 28, 2024 are capped at a cumulative maximum of $
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 reviewed industry and market conditions, reporting unit specific events as well as overall financial performance and determined that no indicators of impairment of goodwill existed during the thirty-nine weeks ended September 28, 2024. As such, impairment loss on the Company’s intangible assets during the thirty-nine weeks ended September 28, 2024 was recorded as a result of such review.
The carrying amount of goodwill as of September 28, 2024 and December 30, 2023 was as follows:
| Engineering | Specialty Health Care | Information Technology | Total | ||||||||||
| $ | $ | $ | $ | ||||||||||
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
8. Line of Credit
On April 24, 2023, the Company entered into a Fourth Amended and Restated Loan Agreement (the “Fourth Amended and Restated Loan Agreement”) with Citizens Bank, N.A., 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 Third Amended and Restated Agreement dated as of the August 9, 2018 (as the same has been amended and modified prior to the date hereof, the “Existing Loan Agreement”).
The Fourth Amended and Restated Loan Agreement provides for a $
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) SOFR (Secured Overnight Financing Rate), plus applicable margin or (ii) the agent bank’s prime rate generally borrowed over shorter durations. The Company also pays unused line fees based on the amount of the Revolving Credit Facility that is not drawn. Unused line fees are recorded as interest expense. The effective weighted average interest rate, including unused line fees, for the thirty-nine weeks ended September 28, 2024 and September 30, 2023 were
All borrowings under the Fourth Amended and Restated Loan Agreement remain collateralized with substantially all of the Company’s assets, as well as the capital stock of its subsidiaries. The Revolving Credit Facility also contains various financial and non-financial covenants, such as a covenant that restricts the Company’s ability to borrow in order to pay dividends. As of September 28, 2024, the Company was in compliance with all covenants contained in the Revolving Credit Facility. The Company believes that it will maintain compliance with its financial covenants for the foreseeable future.
Borrowings under the line of credit as of September 28, 2024 and December 30, 2023 were $
9. Per Share Data
The Company uses the treasury stock method to calculate the weighted-average shares outstanding used for diluted earnings per share. The number of weighted-average shares used to calculate basic and diluted earnings per share for the thirteen and thirty-nine weeks ended September 28, 2024 and September 30, 2023 was determined as follows:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
| September 28, 2024 | September 30, 2023 | September 28, 2024 | September 30, 2023 | |||||||||||||
| Basic weighted average shares outstanding | ||||||||||||||||
| Dilutive effect of outstanding restricted share awards | ||||||||||||||||
| Diluted weighted average shares outstanding | ||||||||||||||||
For all periods presented, there were anti-dilutive shares included in the calculation of common stock equivalents as there were stock options outstanding.
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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
9. Per Share Data (Continued)
Unissued shares of common stock were reserved for the following purposes:
| September 28, 2024 | December 30, 2023 | |||||||
| Time-based restricted stock awards outstanding | ||||||||
| Performance-based restricted stock awards outstanding | ||||||||
| Future grants of options or shares | ||||||||
| Shares reserved for employee stock purchase plan | ||||||||
| Total | ||||||||
10. Share-Based Compensation
At September 28, 2024, the Company had two share-based employee compensation plans, the Employee Stock Purchase Plan and the 2014 Omnibus Equity Compensation Plan.
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’s common stock on the date of grant. Awards typically vest over periods ranging from to years and expire within
Share-based compensation expense for the thirteen weeks ended September 28, 2024 and September 30, 2023 was $
As of September 28, 2024, the Company had $
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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
10. Share-Based Compensation (Continued)
Incentive Share-Based Plans
Employee Stock Purchase Plan
The Company implemented the 2001 Employee Stock Purchase Plan (the “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
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 Purchase Plan by an additional
The Company has two offering periods in the Purchase Plan coinciding with the Company’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 on July 1, 2024 (the first business day following the previous offering period) was
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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
10. Share-Based Compensation (Continued)
2014 Omnibus Equity Compensation Plan (the 2014 Plan)
The 2014 Plan, approved by the Company’s shareholders in December 2014, initially provided for the issuance of up to
All stock awards 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’s stock award fully vests. Dividends for these grants are accrued on the dividend payment dates and included in accounts payable and accrued expenses on the accompanying consolidated balance sheet. As of September 28, 2024, there were
As of September 28, 2024, under the 2014 Plan,
The intrinsic value of all equity grants for the fiscal quarters ended September 28, 2024 and September 30, 2023 was $
Time-Based Restricted Stock Awards
From time-to-time the Company issues time-based restricted stock awards. The following summarizes the activity in the time-based restricted stock awards under the 2014 Plan during the thirty-nine weeks ended September 28, 2024:
| Number of Time-Based Restricted Stock Awards | Weighted Average Grant Date Fair Value per Share | |||||||
| Outstanding non-vested at December 30, 2023 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Forfeited or expired | ||||||||
| Outstanding non-vested at September 28, 2024 | $ | |||||||
Based on the closing price of the Company’s common stock of $
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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
10. Share-Based Compensation (Continued)
Performance-Based Restricted Stock Awards
From time-to-time the Company issues performance-based restricted stock awards to its executives. Performance-based restricted stock awards are typically vested based on certain multi-year performance metrics as determined by the Board of Directors Compensation Committee.
The following summarizes the activity in the performance-based restricted stock awards during the thirty-nine weeks ended September 28, 2024:
| Number of Performance-Based Restricted Stock Awards | Weighted Average Grant Date Fair Value per Share | |||||||
| Outstanding non-vested at December 30, 2023 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Forfeited or expired | ( | ) | $ | |||||
| Outstanding non-vested at September 28, 2024 | $ | |||||||
As of September 28, 2024, there were two outstanding grants for performance-based restricted stock awards issued to Bradley Vizi, the Company’s Chief Executive Officer. In February 2024, the Company issued a performance-based restricted stock unit grant of a maximum of
The Company assesses at each reporting date whether achievement of any performance condition is probable and recognizes the expense when achievement of the performance condition becomes probable. The Company will then recognize the appropriate expense cumulatively in the year performance becomes probable and recognize the remaining compensation cost over the remaining requisite service period. If at a later measurement date, the Company determines that performance-based restricted stock awards deemed as likely to vest are deemed as unlikely to vest, the expense recognized will be reversed.
Share-based compensation for performance-based equity agreement was $
There were
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
11. Treasury Stock and Retired Share Transactions
On March 29, 2024, the Board authorized a program to repurchase shares of its common stock up to an amount not to exceed $
On April 24, 2023, the Company agreed to repurchase, in a private transaction approved by the Board,
During the thirty-nine weeks ended September 28, 2024, the Company purchased
The Company accrued $
During the thirty-nine weeks ended September 28, 2024, the Company issued and retired
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
12. New Accounting Standards and Updates
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard only applies to contracts and other transactions that reference London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued due to reference rate reform. This guidance provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the LIBOR and other interbank offered rates to alternative reference rates. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This update defers the sunset date from December 31, 2022 to December 31, 2024. The Company may elect to apply the amendments prospectively through December 31, 2024. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. The amendments require disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM) as well as other segment items, extend certain annual disclosures to interim periods, clarify the applicability to single reportable segment entities, permit more than one measure of profit or loss to be reported under certain conditions, and require disclosure of the title and position of the CODM. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely require us to include the additional disclosures when adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the fiscal year ending December 28, 2024.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company’s annual reporting periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis, with a retrospective option. We are currently evaluating the effect that adoption of this ASU will have on our disclosures.
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
13. Segment Information
The Company follows ASC 280, “Segment Reporting,” 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 Note 1 to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 30, 2023).
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’s management system:
| Thirteen Weeks Ended September 28, 2024 | Specialty Health Care | Engineering | Life Sciences and IT | Corporate | Total | |||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of services | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||
| Depreciation and amortization of property and equipment | ||||||||||||||||||||
| Amortization of acquired intangible assets | ||||||||||||||||||||
| Operating income | $ | $ | $ | $ | $ | |||||||||||||||
| Total assets as of September 28, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| Property and equipment acquired | $ | $ | $ | $ | $ | |||||||||||||||
| Thirteen Weeks Ended September 30, 2023 | Specialty Health Care | Engineering | Life Sciences and IT | Corporate | Total | |||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of services | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||
| Depreciation and amortization of property and equipment | ||||||||||||||||||||
| Amortization of acquired intangible assets | ||||||||||||||||||||
| Operating income | $ | $ | $ | $ | $ | |||||||||||||||
| Total assets as of September 30, 2023 | $ | $ | $ | $ | $ | |||||||||||||||
| Property and equipment acquired | $ | $ | $ | $ | $ | |||||||||||||||
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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
13. Segment Information (Continued)
| Thirty-Nine Weeks Ended September 28, 2024 | Specialty Health Care | Engineering | Life Sciences and IT | Corporate | Total | |||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of services | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||
| Depreciation and amortization of property and equipment | ||||||||||||||||||||
| Amortization of acquired intangible assets | ||||||||||||||||||||
| Costs associated with potential stock issuance | ||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Total assets as of September 28, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| Property and equipment acquired | $ | $ | $ | $ | ||||||||||||||||
| Thirty-Nine Weeks Ended September 30, 2023 | Specialty Health Care | Engineering | Life Sciences and IT | Corporate | Total | |||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of services | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||
| Depreciation and amortization of property and equipment | ||||||||||||||||||||
| Amortization of acquired intangible assets | ||||||||||||||||||||
| Gain on sale of assets | ( | ) | ( | ) | ||||||||||||||||
| Operating income | $ | $ | $ | $ | $ | |||||||||||||||
| Total assets as of September 30, 2023 | $ | $ | $ | $ | $ | |||||||||||||||
| Property and equipment acquired | $ | $ | $ | $ | $ | |||||||||||||||
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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
13. 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 Europe. Revenue by geographic area for the thirteen and thirty-nine weeks ended September 28, 2024 and September 30, 2023 was as follows:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
| September 28, 2024 | September 30, 2023 | September 28, 2024 | September 30, 2023 | |||||||||||||
| Revenue | ||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||
| Canada | ||||||||||||||||
| Puerto Rico | ||||||||||||||||
| Europe | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
Total assets by geographic area as of the reported periods were as follows:
| September 28, 2024 | December 30, 2023 | |||||||
| Total assets | ||||||||
| United States | $ | $ | ||||||
| Canada | ||||||||
| Puerto Rico | ||||||||
| Europe | ||||||||
| $ | $ | |||||||
14. Income Taxes
The Company recognized $
Differences between the effective tax rate and the applicable U.S. federal statutory rate may arise, primarily from the effect of state and local income taxes, share-based compensation, and potential tax credits available to the Company. The actual 2024 effective tax rate may vary from the estimate depending on the actual operating income earned in various jurisdictions, the potential availability of tax credits, and the exercise of stock options and vesting of share-based awards.
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
| 15. | Contingencies |
From time to time, the Company is a defendant in various legal actions that arise in the ordinary business course. These matters may relate to professional liability, tax, compensation, contract, competitor disputes, and employee-related matters and include individual and class action lawsuits, as well as inquiries and investigations by governmental agencies regarding the Company’s employment and compensation practices. Additionally, some of the Company’s clients may also become subject to claims, governmental inquiries and investigations, and legal actions relating to the Company’s professional services. Depending upon the particular facts and circumstances, the Company may also be subject to indemnification obligations under its contracts with such clients relating to these matters.
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. The Company records a liability when management believes an adverse outcome from a loss contingency is both probable and the amount, or a range, can be reasonably estimated. From time to time, the Company must estimate the potential loss even though the party adverse to the Company has not asserted any specific amounts. Significant judgment is required to determine both the probability of loss and the estimated amount. The Company reviews its loss contingencies at least quarterly and it adjusts its accruals and/or disclosures to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, or other new information, as deemed necessary. Once established, a provision may change in the future due to new developments or changes in circumstances. The Company could increase or decrease its earnings in the period that the changes are made.
The Company is exposed to various asserted claims as of September 28, 2024, where the Company believes it has a probability of loss. Additionally, the Company is exposed to other asserted claims whereby an amount of loss has not been declared, and the Company cannot determine the potential loss. Any of these various claims could result in an unfavorable outcome or settlement that exceeds the accrued amounts. However, the Company believes that such matters will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. As of September 28, 2024, the Company has accrued $
In April 2022, a client of the Company’s Industrial Processing Group alleged that a system partially designed by the Company is not operating as intended and that the Company is responsible. The Company has not determined if it has any liability. In the event of liability, the Company believes its damages are contractually limited to an amount no higher than $
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.
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
| 16. | Leases |
Leases are recorded in accordance with FASB ASC 842, Leases which requires lessees to recognize a right of use (“ROU”) asset and an operating right of use 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 Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, right of use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Right of use 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 the lease commencement date in determining the present value of lease payments. The right of use asset also consists of any lease incentives received. The lease terms used to calculate the right of use asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the accelerated interest method of recognition. The Company has lease agreements which require payments for lease and non-lease components. The Company has elected to account for these as a single lease component with the exception of its real estate leases.
The components of lease expense were as follows:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
| September 28, 2024 | September 30, 2023 | September 28, 2024 | September 30, 2023 | |||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||
| Finance lease cost | ||||||||||||||||
| Amortization of right of use assets | $ | $ | $ | $ | ||||||||||||
| Interest on lease liabilities | ||||||||||||||||
| Total finance lease cost | $ | $ | $ | $ | ||||||||||||
Supplemental Cash Flow information related to leases was as follows:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
| September 28, 2024 | September 30, 2023 | September 28, 2024 | September 30, 2023 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | $ | ||||||||||||
| Operating cash flows from finance leases | $ | $ | $ | $ | ||||||||||||
| Financing cash flows from finance leases | $ | $ | $ | $ | ||||||||||||
| Right of use assets obtained in exchange for lease obligations | ||||||||||||||||
| Operating leases | $ | $ | $ | $ | ||||||||||||
| Finance leases | $ | $ | $ | $ | ||||||||||||
| |
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated) |
| 16. | Leases (Continued) |
|
Supplemental Balance Sheet information as of September 28, 2024 and December 30, 2023 related to leases was as follows:
| September 28, 2024 | December 30, 2023 | |||||||
| Operating leases | ||||||||
| Operating lease right of use assets | $ | $ | ||||||
| Operating right of use liability - current | $ | ( | ) | $ | ( | ) | ||
| Operating right of use liability - non-current | ( | ) | ( | ) | ||||
| Total operating lease liabilities | $ | ( | ) | $ | ( | ) | ||
| Property and equipment - (right of use assets) | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
| Finance lease liability - current | ( | ) | $ | ( | ) | |||
| Finance lease liability - non-current | ( | ) | ||||||
| Total finance lease liabilities | ( | ) | $ | ( | ) | |||
| Weighted average remaining lease term in years | ||||||||
| Operating leases | ||||||||
| Finance leases | ||||||||
| Weighted average discount rate | ||||||||
| Operating leases | % | % | ||||||
| Finance leases | % | % | ||||||
Maturities of lease liabilities are as follows:
| Fiscal Year | Operating Leases | Finance Leases | ||||||
| 2024 (After September 28, 2024) | $ | $ | ||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| Thereafter | ||||||||
| Total lease payments | $ | |||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
| ITEM 2. |
MANAGEMENT’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” or the “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’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,” and similar expressions, are only predictions and are subject to risks and uncertainties that could cause the Company’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 life sciences, information technology and engineering services and solutions and the placement of temporary staffing personnel; (ii) the Company’s ability to continue to attract, train and retain personnel qualified to meet the requirements of its clients; (iii) the Company’s ability to identify appropriate acquisition candidates, complete such acquisitions and successfully integrate acquired businesses; (iv) the Company’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’s common stock would have upon the Company’s ability to acquire businesses through the issuance of its securities; (viii) the Company’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’s ability to remain competitive in the markets that it serves; (xi) the Company’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’s ability to manage significant amounts of information and periodically expand and upgrade its information processing capabilities; (xiv) the risk 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; (xvi) uncertainties in predictions as to the future need for the Company’s services; (xvii) uncertainties relating to the allocation of costs and expenses to each of the Company’s operating segments; (xviii) the costs of conducting and the outcome of litigation, arbitrations and other business disputes involving the Company, and the applicability of insurance coverage with respect to any such litigation; (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’s governance and strategic direction, including without limitation a contested proxy solicitation initiated by such shareholders, or any similar such interactions; and (xx) other geopolitical, economic, competitive, health and governmental factors affecting the Company’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.
| ITEM 2. |
MANAGEMENT’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 revenue and operations can be substantial, resulting in significant volatility in the Company’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’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 life sciences, 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 revenue 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’s consultants based upon their skill level, experience and the type of work performed.
The majority of the Company’s services are provided under purchase orders. Contracts are utilized on certain of the more complex assignments where the engagements are for longer terms or where precise documentation on the nature and scope of the assignment is necessary. 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’ 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.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Overview (Continued)
Costs of services consist primarily of salaries and compensation-related expenses for billable 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’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.
Critical Accounting Policies and Use of Estimates
This Management's Discussion and Analysis of Financial Condition and Results of Operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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 revenue and expenses during the reporting period. In our 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 awards, insurance liabilities, accounting for income taxes and accrued bonuses. The various estimates and assumptions taken into account include:
| ● |
The provision for expected credit losses is determined based on the current and future financial condition of our clients with outstanding accounts receivable. The provision is updated when a change in a client’s financial condition is identified. |
| ● |
When determining whether an impairment of goodwill or of an intangible asset is indicated with respect to an acquired business, we take into account the financial condition of those of our three segments to which the acquired business relates. |
| ● |
The market price of the Company stock at the end of each reporting period is used to value the Company’s stock options and restricted stock awards. The market price fluctuates each reporting period and the disclosures are updated to reflect the change in market price. |
| ● |
The Company maintains a self funded health and welfare plan. Claims history is reviewed to estimate claims incurred but not yet paid to determine the adequacy of the health and welfare accrual. |
| ● |
Taxable income of the Company is used in determining an accurate income tax expense / accrual |
| ● |
Bonus accruals are reviewed and adjusted on a regular basis depending on the profitability of the Company and individual bonus agreements. |
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, 2023. 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 Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 30, 2023.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Recently Issued Accounting Pronouncements
A discussion of the recently issued accounting pronouncements is set forth in Note 12, New Accounting Standards and Updates from the Securities and Exchange Commission, in the unaudited 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’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, life sciences and information technology services. When the U.S., Canadian or global economies decline, the Company’s operating performance could be adversely impacted. In addition, global events such as the COVID-19 pandemic and endemic can have a substantial impact on our operations and financial results. 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, general economic declines 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’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’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’s ability to maintain or increase its market share or profitability.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Thirteen Weeks Ended September 28, 2024 Compared to Thirteen Weeks Ended September 30, 2023
A summary of operating results for the thirteen weeks ended September 28, 2024 and September 30, 2023 is as follows (in thousands):
| September 28, 2024 |
September 30, 2023 |
|||||||||||||||
| Amount |
% of Revenue |
Amount |
% of Revenue |
|||||||||||||
| Revenue |
$ | 60,365 | 100.0 | $ | 58,049 | 100.0 | ||||||||||
| Cost of services |
42,524 | 70.4 | 40,768 | 70.2 | ||||||||||||
| Gross profit |
17,841 | 29.6 | 17,281 | 29.8 | ||||||||||||
| Selling, general and administrative |
13,018 | 21.6 | 12,662 | 21.8 | ||||||||||||
| Depreciation and amortization of property and equipment |
393 | 0.7 | 243 | 0.4 | ||||||||||||
| Amortization of acquired intangible assets |
45 | 0.1 | 45 | 0.1 | ||||||||||||
| Operating costs and expenses |
13,456 | 22.4 | 12,950 | 22.3 | ||||||||||||
| Operating income |
4,385 | 7.2 | 4,331 | 7.5 | ||||||||||||
| Other expense, net |
619 | 1.0 | 141 | 0.2 | ||||||||||||
| Income before income taxes |
3,766 | 6.2 | 4,190 | 7.3 | ||||||||||||
| Income tax expense |
1,020 | 1.7 | 434 | 0.8 | ||||||||||||
| Net income |
$ | 2,746 | 4.5 | $ | 3,756 | 6.5 | ||||||||||
The Company follows a 52/53 week fiscal reporting calendar ending on the Saturday closest to December 31. The fiscal quarters ended September 28, 2024 and September 30, 2023 consisted of thirteen weeks each.
Revenue. Revenue increased by $2.3 million for the thirteen weeks ended September 28, 2024 as compared to the thirteen weeks ended September 30, 2023 (the “comparable prior-year period”). Revenue increased $1.6 million in the Specialty Health Care segment, increased $1.7 million in the Engineering segment and decreased $1.0 million in the Life Sciences and Information Technology segment. See more detailed disclosure by segment in our Segment Discussion.
Cost of Services and Gross Profit. Cost of services increased by $1.8 million for the thirteen weeks ended September 28, 2024 as compared to the comparable prior-year period, primarily due to the increase in revenue. Cost of services as a percentage of revenue for the thirteen weeks ended September 28, 2024 and September 30, 2023 was 70.4% and 70.2%, respectively. See Segment Discussion for further information regarding changes in cost of services and gross profit.
Selling, General and Administrative. Selling, general and administrative (“SGA”) expenses were $13.0 million for the thirteen weeks ended September 28, 2024 as compared to $12.7 million for the comparable prior-year period. As a percentage of revenue, SGA expenses were 21.6% for the thirteen weeks ended September 28, 2024 and 21.8% for the comparable prior-year period. See Segment Discussion for further information on SGA expense changes.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Thirteen Weeks Ended September 28, 2024 Compared to Thirteen Weeks Ended September 30, 2023 (Continued)
Other Expense, Net. Other expense, net consists of interest expense, unused line fees and amortized loan costs on the Company’s line of credit, net of interest income and gains and losses on foreign currency transactions. Other expense, net increased by $0.5 million as compared to the comparable prior year period, primarily due to an increase in interest expense, net. Interest expense increased due to increased borrowing and increased interest rates.
Income Tax Expense. The Company recognized $1.0 million of income tax expense for the thirteen weeks ended September 28, 2024 as compared to $0.4 million for the comparable prior-year period. The consolidated effective income tax rate for the current period was 27.1% as compared to 10.4% for the comparable prior-year period. The effective fiscal 2024 income tax rates as of September 28, 2024, were approximately 28.3%, 26.2 % and 13.1% 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 effective income tax rate can also be impacted by discrete permanent differences affecting any period presented. The primary reason for the increase in the consolidated effective rate in the current period was due to a permanent tax difference associated with the tax deduction for equity grants in the United States that vested during the thirteen weeks ended September 28, 2024.
Differences between the effective tax rate and the applicable U.S. federal statutory rate may arise, primarily from the effect of state and local income taxes, share-based compensation, and potential tax credits available to the Company. The actual 2024 effective tax rate may vary from the estimate depending on the actual operating income earned in various jurisdictions, the potential availability of tax credits, and the exercise of stock options and vesting of share-based awards.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Thirteen Weeks Ended September 28, 2024 Compared to Thirteen Weeks Ended September 30, 2023 (Continued)
Segment Discussion
Specialty Health Care
Specialty Health Care revenue of $26.6 million for the thirteen weeks ended September 28, 2024, increased 6.7%, or $1.6 million, compared to the comparable prior-year period. The increase in revenue was driven by the Company’s school clients, offset by a decrease in revenue from the Company’s non-school clients. Revenue from school clients for the thirteen weeks ended September 28, 2024, was $20.2 million as compared to $17.3 million for the comparable prior-year period. Revenue from non-school clients for the thirteen weeks ended September 28, 2024, was $6.4 million as compared to $7.6 million for the comparable prior-year period. The decrease in non-school revenue was primarily driven by the reduction in revenue from a large long-term care group where the Company deliberately reduced services, which generated $0.7 million in the current period as compared to $1.9 million in the comparable prior-year period. Gross profit increased by 11.1%, or $0.8 million, to $8.3 million as compared to $7.5 million in the comparable prior-year period. Gross profit increased due to increases in revenue and gross profit margin. Gross profit margin for the thirteen weeks ended September 28, 2024, increased to 31.2% compared to 30.0% for the comparable prior-year period. The increase in gross profit margin was primarily attributed to a greater mix shift to school services as opposed to non-school services. Specialty Health Care experienced operating income of $1.6 million for the thirteen weeks ended September 28, 2024, as compared to $1.4 million for the comparable prior-year period. The primary reason for the increase in operating income was the increase in gross profit, offset by an increase to SGA expense to $6.5 million compared to $6.0 million for the comparable prior-year period. SGA expense increased primarily due to sales and recruiting infrastructure investments expected to generate higher growth rates for the 2024/2025 school year.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Thirteen Weeks Ended September 28, 2024 Compared to Thirteen Weeks Ended September 30, 2023 (Continued)
Segment Discussion (Continued)
Engineering
Engineering revenue of $24.2 million for the thirteen weeks ended September 28, 2024, increased 7.6%, or $1.7 million, compared to the comparable prior-year period. The increase in revenue comprised the following: an increase in Energy Services revenue of $3.0 million, offset by decreases in Aerospace revenue of $0.1 million and Industrial Processing revenue of $1.2 million. Aerospace revenue decreased primarily due to a contract reduction for the Company’s major outsourcing client. The Company believes the decrease in Industrial Processing revenue was mainly due to the irregular timing of large contracts with its Industrial Processing clients. Gross profit increased by 5.1%, or $0.3 million, compared to the comparable prior-year period. Gross profit increased because of the increase in revenue, offset by a decrease in gross profit margin. The gross profit margin of 24.4% for the current period decreased from 25.0% for the comparable prior-year period. The decrease in gross profit margin was primarily due to lower utilization and mix shift associated with project revenue from the Energy Services group. The Engineering segment experienced operating income of $1.4 million for the thirteen weeks ended September 28, 2024, compared to $1.2 million for the comparable prior-year period. Operating income increased due to the increase in gross profit and a negligible decrease in SGA expense.
Life Sciences and Information Technology
Life Sciences and Information Technology revenue of $9.6 million for the thirteen weeks ended September 28, 2024, decreased by 9.9%, or $1.0 million, compared to $10.7 million for the comparable prior-year period. The decrease in revenue was derived from the Company’s legacy IT staffing business of $1.0 million in the current period versus $1.3 million in the comparable prior year period and normal fluctuations in other business lines. Gross profit of $3.7 million for the thirteen weeks ended September 28, 2024, decreased 13.1%, or $0.5 million, compared to $4.2 million for the comparable prior-year period. The Life Sciences and Information Technology gross profit margin for the thirteen weeks ended September 28, 2024, was 38.0% as compared to 39.4% for the comparable prior-year period. The Company attributes the gross profit margin decrease to fluctuations in high margin project work. The Company also believes the gross margin for the current period is a more normalized rate. The Life Sciences and Information Technology segment experienced operating income of $1.4 million compared to $1.8 million for the comparable prior-year period. The decrease in operating income was primarily due to a decrease in gross profit, offset by a decrease in SGA expense. SGA expense decreased to $2.2 million compared to $2.4 million in the comparable prior-year period. The decrease in SGA expense was primarily due to normal fluctuations.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Thirty-Nine Weeks Ended September 28, 2024 Compared to Thirty-Nine Weeks Ended September 30, 2023
A summary of operating results for the thirty-nine weeks ended September 28, 2024 and September 30, 2023 is as follows (in thousands):
| September 28, 2024 |
September 30, 2023 |
|||||||||||||||
| Amount |
% of Revenue |
Amount |
% of Revenue |
|||||||||||||
| Revenue |
$ | 201,468 | 100.0 | $ | 192,209 | 100.0 | ||||||||||
| Cost of services |
143,259 | 71.1 | 137,144 | 71.4 | ||||||||||||
| Gross profit |
58,209 | 28.9 | 55,065 | 28.6 | ||||||||||||
| Selling, general and administrative |
40,762 | 20.3 | 38,782 | 20.2 | ||||||||||||
| Depreciation and amortization of property and equipment |
1,012 | 0.5 | 756 | 0.4 | ||||||||||||
| Amortization of acquired intangible assets |
136 | 0.1 | 136 | 0.1 | ||||||||||||
| Costs associated with potential stock issuance |
259 | 0.1 | - | - | ||||||||||||
| Gain on sale of assets |
- | - | (395 | ) | (0.3 | ) | ||||||||||
| Operating costs and expenses |
42,169 | 21.0 | 39,279 | 20.4 | ||||||||||||
| Operating income |
16,040 | 8.0 | 15,786 | 8.2 | ||||||||||||
| Other expense, net |
1,619 | 0.8 | 965 | 0.5 | ||||||||||||
| Income before income taxes |
14,421 | 7.2 | 14,821 | 7.7 | ||||||||||||
| Income tax expense |
3,961 | 2.0 | 3,245 | 1.7 | ||||||||||||
| Net income |
$ | 10,460 | 5.2 | $ | 11,576 | 6.0 | ||||||||||
The Company follows a 52/53 week fiscal reporting calendar ending on the Saturday closest to December 31. The fiscal quarters ended September 28, 2024 and September 30, 2023 consisted of thirty-nine weeks each.
Revenue. Revenue increased by $9.3 million for the thirty-nine weeks ended September 28, 2024 as compared to the thirty-nine weeks ended September 30, 2023 (the “comparable prior-year period”). Revenue increased $2.1 million in the Specialty Health Care segment, increased $8.2 million in the Engineering segment and decreased $1.0 million in the Life Sciences and Information Technology segment. See more detailed disclosure by segment in our Segment Discussion.
Cost of Services and Gross Profit. Cost of services increased by $6.1 million for the thirty-nine weeks ended September 28, 2024 as compared to the comparable prior-year period, primarily due to the increase in revenue. Cost of services as a percentage of revenue for the thirty-nine weeks ended September 28, 2024 and September 30, 2023 was 71.1% and 71.4%, respectively. See Segment Discussion for further information regarding changes in cost of services and gross profit.
Selling, General and Administrative. Selling, general and administrative (“SGA”) expenses were $40.7 million for the thirty-nine weeks ended September 28, 2024 as compared to $38.8 million for the comparable prior-year period. As a percentage of revenue, SGA expenses were 20.3% for the thirty-nine weeks ended September 28, 2024 and 20.2% for the comparable prior-year period. See Segment Discussion for further information on SGA expense changes.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Thirty-Nine Weeks Ended September 28, 2024 Compared to Thirty-Nine Weeks Ended September 30, 2023 (Continued)
Costs Associated with Potential Stock Issuance. In the thirty-nine weeks ended September 28, 2024, the Company filed a Registration Statement on Form S-3 (the Registration Statement) with the Securities and Exchange Commission for an offering of up to $100.0 million of various securities. The Company also entered an At Market Issuance Sales Agreement under which the Company may sell, under the Registration Statement, up to $50.0 million worth of shares of the Company’s common stock. The Company incurred total expenses of $259 related to these transactions.
Gain on Sale of Assets. On July 30, 2021, the Company sold the principal assets and certain liabilities of its Pickering and Kincardine offices, located in Ontario, Canada. These two offices were often referred to as Canada Power Systems and principally provided engineering services to two major nuclear power providers in Canada. The two Canada Power Systems offices were part of a reporting unit within the Company’s Engineering segment. During the thirty-nine weeks ended September 30, 2023, the Company recorded a discrete gain on the sale of these assets and liabilities of $0.4 million due to the final collection of escrow funds from the transaction.
Other Expense, Net. Other expense, net consists of interest expense, unused line fees and amortized loan costs on the Company’s line of credit, net of interest income and gains and losses on foreign currency transactions. Other expense, net increased by $0.7 million as compared to the comparable prior year period, primarily due to an increase in interest expense, net. Interest expense increased due to increased borrowing and increased interest rates.
Income Tax Expense. The Company recognized $4.0 million of income tax expense for the thirty-nine weeks ended September 28, 2024 as compared to $3.2 million for the comparable prior-year period. The consolidated effective income tax rate for the current period was 27.5% as compared to 21.9% for the comparable prior-year period. The effective fiscal 2024 income tax rates as of September 28, 2024, were approximately 28.3%, 26.2% and 13.1% 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 effective income tax rate can also be impacted by discrete permanent differences affecting any period presented. The primary reason for the increase in the consolidated effective rate in the current period was due to a permanent tax difference associated with the tax deduction for equity grants in the United States that vested during the thirty-nine weeks ended September 28, 2024.
Differences between the effective tax rate and the applicable U.S. federal statutory rate may arise, primarily from the effect of state and local income taxes, share-based compensation, and potential tax credits available to the Company. The actual 2024 effective tax rate may vary from the estimate depending on the actual operating income earned in various jurisdictions, the potential availability of tax credits, and the exercise of stock options and vesting of share-based awards.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Thirty-Nine Weeks Ended September 28, 2024 Compared to Thirty-Nine Weeks Ended September 30, 2023 (Continued)
Segment Discussion
Specialty Health Care
Specialty Health Care revenue of $101.7 million for the thirty-nine weeks ended September 28, 2024, increased 2.1%, or $2.1 million, compared to the comparable prior-year period. The increase in revenue was driven by the Company’s school clients, offset by a decrease in revenue from the Company’s non-school clients. Revenue from school clients for the thirty-nine weeks ended September 28, 2024, was $82.9 million as compared to $73.2 million for the comparable prior-year period. Revenue from non-school clients for the thirty-nine weeks ended September 28, 2024, was $18.8 million as compared to $26.4 million for the comparable prior-year period. The decrease in non-school revenue was primarily driven by the reduction in revenue from a large long-term care group where the Company deliberately reduced services, which generated $2.7 million in the current period as compared to $8.0 million in the comparable prior-year period. Gross profit increased by 3.7%, or $1.1 million, to $30.0 million as compared to $28.9 million in the comparable prior-year period. Gross profit increased due to an increase in revenue and gross profit margin. Gross profit margin for the thirty-nine weeks ended September 28, 2024, increased to 29.5% compared to 29.1% for the comparable prior-year period. The increase in gross profit margin was primarily attributed to a greater mix shift to school services as opposed to non-school services, offset by increased unemployment tax rates in New York. Specialty Health Care experienced operating income of $8.4 million for the thirty-nine weeks ended September 28, 2024, as compared to $9.4 million for the comparable prior-year period. The primary reason for the decrease in operating income was an increase in SGA expenses to $21.3 million compared to $19.2 million for the comparable prior-year period. SGA expense increased primarily due to sales and recruiting infrastructure investments expected to generate higher growth rates for the 2024/2025 school year.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Thirty-Nine Weeks Ended September 28, 2024 Compared to Thirty-Nine Weeks Ended September 30, 2023 (Continued)
Segment Discussion (Continued)
Engineering
Engineering revenue of $70.2 million for the thirty-nine weeks ended September 28, 2024, increased 13.3%, or $8.2 million, compared to the comparable prior-year period. The increase in revenue comprised the following: an increase in Energy Services revenue of $11.6 million, offset by decreases in Aerospace revenue of $1.6 million and Industrial Processing revenue of $1.8 million. Aerospace revenue decreased primarily due to a contract reduction for the Company’s major outsourcing client. The Company believes the decrease in Industrial Processing revenue was mainly due to the irregular timing of large contracts with its Industrial Processing clients. Gross profit increased by 20.0%, or $2.9 million, compared to the comparable prior-year period. Gross profit increased because of the increase in revenue, augmented by an increase in gross profit margin. The gross profit margin of 24.7% for the current period increased from 23.4% for the comparable prior-year period. The increase in gross profit margin was primarily due to better utilization, associated with higher revenue and favorable project revenue from the Energy Services group. The Engineering segment experienced operating income of $4.3 million for the thirty-nine weeks ended September 28, 2024, compared to $1.9 million for the comparable prior-year period. Operating income increased due to the increase in gross profit and a small decrease of $0.1 million in SGA expense. The Engineering segment’s SGA expense of $12.5 million decreased from $12.6 million, primarily due to deliberate reductions to gain better efficiency.
Life Sciences and Information Technology
Life Sciences and Information Technology revenue of $29.6 million for the thirty-nine weeks ended September 28, 2024, decreased 3.5%, or $1.1 million, compared to the comparable prior-year period. Gross profit of $10.9 million for the thirty-nine weeks ended September 28, 2024, decreased 7.0%, or $0.8 million, compared to $11.7 million for the comparable prior-year period. The Life Sciences and Information Technology gross profit margin for the thirty-nine weeks ended September 28, 2024, was 36.6% as compared to 38.0% for the comparable prior-year period. The Company attributes the gross profit margin decrease to fluctuations in high margin project work. The Company also believes the gross margin for the current period is a more normalized rate. The Life Sciences and Information Technology segment experienced operating income of $3.6 million compared to $4.5 million for the comparable prior-year period. The decrease in operating income was primarily due to a decrease in gross profit, and an increase in SGA expense. SGA expense increased to $7.0 million compared to $6.9 million in the comparable prior-year period. The increase in SGA expense was primarily due to normal fluctuations.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Supplemental Operating Results on a Non-GAAP Basis
The following non-GAAP measures, which adjust for the categories of expenses described below, are non-GAAP financial measures. Our management believes that these non-GAAP financial measures (“Adjusted operating income,” “EBITDA” and “Adjusted EBITDA”) are useful information for investors, shareholders, and other stakeholders of our Company in gauging our results of operations on an ongoing basis and to enhance investors’ overall understanding of our current financial performance and period-to-period comparisons. Adjusted operating income, EBITDA and Adjusted EBITDA should not be considered alternatives to net income as an indicator of performance. In addition, Adjusted operating income, EBITDA and Adjusted EBITDA do not take into account changes in certain assets and liabilities and interest and income taxes that can affect cash flows. We do not intend the presentation of these non-GAAP measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP. These non-GAAP measures should be read-only in conjunction with our consolidated financial statements prepared in accordance with GAAP.
The following unaudited table presents the Company’s GAAP net income and the corresponding adjustments used to calculate Adjusted operating income, EBITDA and Adjusted EBITDA for the thirteen and thirty-nine weeks ended September 28, 2024 and September 30, 2023.
| Thirteen Weeks Ended |
Thirty-Nine Weeks Ended |
|||||||||||||||
| September 28, 2024 |
September 30, 2023 |
September 28, 2024 |
September 30, 2023 |
|||||||||||||
| (Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
|||||||||||||
| GAAP operating income |
$ | 4,385 | $ | 4,331 | $ | 16,040 | $ | 15,786 | ||||||||
| Adjustments |
||||||||||||||||
| Gain on sale of assets |
- | - | - | (395 | ) | |||||||||||
| Costs associated with potential stock issuance |
- | - | 259 | - | ||||||||||||
| Equity compensation |
767 | 484 | 2,154 | 1,451 | ||||||||||||
| Adjusted operating income (non-GAAP) |
$ | 5,152 | $ | 4,815 | $ | 18,453 | $ | 16,842 | ||||||||
| GAAP net income |
$ | 2,746 | $ | 3,756 | $ | 10,460 | $ | 11,576 | ||||||||
| Income tax expense |
1,020 | 434 | 3,961 | 3,245 | ||||||||||||
| Interest expense, net |
492 | 185 | 1,551 | 970 | ||||||||||||
| Depreciation of property and equipment |
393 | 243 | 1,012 | 756 | ||||||||||||
| Amortization of acquired intangible assets |
45 | 45 | 136 | 136 | ||||||||||||
| EBITDA (non-GAAP) |
$ | 4,696 | $ | 4,663 | $ | 17,120 | $ | 16,683 | ||||||||
| Adjustments |
||||||||||||||||
| Gain on sale of assets |
- | - | - | (395 | ) | |||||||||||
| Costs associated with potential stock issuance |
- | - | 259 | - | ||||||||||||
| (Gain) loss on foreign currency transactions |
127 | (44 | ) | 68 | (5 | ) | ||||||||||
| Equity compensation |
767 | 484 | 2,154 | 1,451 | ||||||||||||
| Adjusted EBITDA (non-GAAP) |
$ | 5,590 | $ | 5,103 | $ | 19,601 | $ | 17,734 | ||||||||
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Supplemental Operating Results on a Non-GAAP Basis (Continued)
| Thirteen Weeks Ended |
Thirty-Nine Weeks Ended |
|||||||||||||||
| September 28, 2024 |
September 30, 2023 |
September 28, 2024 |
September 30, 2023 |
|||||||||||||
| (Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
|||||||||||||
| GAAP net income |
$ | 2,746 | $ | 3,756 | $ | 10,460 | $ | 11,576 | ||||||||
| Adjustments |
||||||||||||||||
| Gain on sale of assets |
- | - | - | (395 | ) | |||||||||||
| Costs associated with potential stock issuance |
- | - | 259 | - | ||||||||||||
| Loss (gain) on foreign currency transactions |
127 | (44 | ) | 68 | (5 | ) | ||||||||||
| Equity compensation |
767 | 484 | 2,154 | 1,451 | ||||||||||||
| Tax impact from normalized rate |
(190 | ) | (138 | ) | (674 | ) | (295 | ) | ||||||||
| Adjusted net income (non-GAAP) |
$ | 3,450 | $ | 4,058 | $ | 12,267 | $ | 12,332 | ||||||||
| GAAP diluted net earnings per share |
$ | 0.35 | $ | 0.46 | $ | 1.31 | $ | 1.33 | ||||||||
| Adjustments |
||||||||||||||||
| Gain on sale of assets |
$ | (0.04 | ) | |||||||||||||
| Costs associated with potential stock issuance |
- | - | $ | 0.03 | - | |||||||||||
| Loss (gain) on foreign currency transactions |
$ | 0.01 | - | $ | 0.01 | - | ||||||||||
| Equity compensation |
$ | 0.10 | $ | 0.06 | $ | 0.27 | $ | 0.16 | ||||||||
| Tax impact from normalized rate |
$ | (0.02 | ) | $ | (0.02 | ) | $ | (0.08 | ) | $ | (0.04 | ) | ||||
| Adjusted diluted net earnings per share (non-GAAP) |
$ | 0.44 | $ | 0.50 | $ | 1.54 | $ | 1.41 | ||||||||
| 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’s Condensed Consolidated Statements of Cash Flows (in thousands):
| Thirty-Nine Weeks Ended |
||||||||
| September 28, 2024 |
September 30, 2023 |
|||||||
| Cash provided by (used in): |
||||||||
| Operating activities |
$ | 7,807 | $ | 27,548 | ||||
| Investing activities |
$ | (1,589 | ) | $ | (480 | ) | ||
| Financing activities |
$ | (9,135 | ) | $ | (26,558 | ) | ||
Operating Activities
Operating activities provided $7.8 million of cash for the thirty-nine weeks ended September 28, 2024 as compared to providing $27.5 million in the comparable prior-year period. The major components of cash provided by operating activities in the thirty-nine weeks ended September 28, 2024 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, accrued expenses and accrued payroll and related costs, and deferred revenue.
For the thirty-nine weeks that ended September 28, 2024, the Company experienced a net income of $10.5 million compared to $11.6 million for the comparable prior-year period. An increase in accounts receivables in the thirty-nine weeks ended September 28, 2024, used $5.2 million of cash compared to using $6.7 million in the comparable prior-year period. The Company primarily attributes this increase in accounts receivables for the thirty-nine weeks ended September 28, 2024, to three factors: 1) several large, multiyear EPC (Engineering, Procurement, and Construction) projects with increasing retainage and normal fluctuations in invoicing and collections, 2) a purchase order with the Company's largest school client that was extinguished in fiscal 2023, and 3) a formerly large long-term care group where the Company deliberately reduced services due to slow paying of invoices. The Company's EPC accounts receivable balance was $9.1 million as of September 28, 2024, compared to $1.3 million as of December 30, 2024. The balance is expected to reduce significantly in the fourth quarter of fiscal 2024 and to fluctuate after that. The Company had a receivable balance of $4.2 million for nursing services to its largest school client for the school year ended June 2024. If not for the extinguished purchase order, these invoices are typically fully paid by the end of the following September. The Company expects to collect substantially all of this receivable by the end of fiscal 2024. The Company estimates that the long-term care group's receivable balance exceeded a normalized balance of $3.4 million. The Company has been given assurance by its client that substantially all of the excess balance will be paid in the fourth quarter of fiscal 2024.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Liquidity and Capital Resources (Continued)
Operating Activities (Continued)
Prepaid expenses and other current assets used cash of $0.5 million for the thirty-nine weeks ended September 28, 2024 as compared to using $0.7 million of cash for the 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. Since certain expenses are paid before a fiscal year concludes and are amortized over the next fiscal year, prepaid expenses and other current assets generally tend to increase at the end of a fiscal year and decrease during the first three quarters of the following fiscal year.
An decrease in accounts payable and accrued expenses used cash of $0.8 million for the thirty-nine weeks ended September 28, 2024 as compared to using $1.8 million for the comparable prior-year period. The Company attributes these changes to typical fluctuations in the normal course of business.
Changes in accrued payroll and related costs provided $0.4 million for the thirty-nine weeks ended September 28, 2024 as compared to providing $1.6 million for the comparable prior-year period. There are four 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’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 thirty-nine weeks in a fiscal quarter, which means that the Company normally has a major payroll on the last business day of every other quarter; 3) the timing of various payroll related payments varies in the normal course of business; and 4) most of the Company’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’s last major payroll for the thirty-nine weeks ended September 28, 2024 was paid on September 27, 2024.
The Company’s deferred revenue balance as of September 28, 2024 was $2.0 million, compared to $1.9 million as of December 30, 2023, providing cash from operations of $0.1 million for the thirty-nine weeks ended September 28, 2024. The increase was associated with upfront payments for future labor associated with the Company’s EPC contracts.
Investing Activities
Investing activities used $1.6 million for the purchase of property and equipment in the current period as compared to using $0.9 million in the comparable prior-year period. The primary reason for the increase was the continued implementation of the Company’s new ERP software system.
Financing Activities
Financing activities used $9.1 million of cash for the thirty-nine weeks ended September 28, 2024, compared to using $26.6 million in the comparable prior-year period. The Company made net payments under its line of credit of $0.3 million during the thirty-nine weeks ended September 28, 2024 as compared to making net payments of $2.1 million in the comparable prior-year period. During the thirty-nine weeks ended September 28, 2024 the Company used $1.3 million to retire 44,567 shares associated with equity grants that vested for Brad Vizi, the Company’s Chairman and CEO. The Company used $9.1 million to repurchase and retire shares of its common stock during the thirty-nine weeks ended September 28, 2024 as compared to using $24.4 million to in the comparable prior-year period. The Company generated cash of $0.7 million from sales of shares from its equity plans for the current period and $0.7 million for the comparable prior-year period.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Liquidity and Capital Resources (Continued)
Financing Activities (Continued)
Borrowings under the Revolving Credit Facility bear interest at one of two alternative rates, as selected by the Company at each incremental borrowing. These alternatives are: (i) SOFR (Secured Overnight Financing Rate) (which replaced LIBOR (London Interbank Offered Rate) upon the phasing out of LIBOR), plus applicable margin, typically borrowed in fixed 30-day increments, plus applicable margin, typically borrowed in fixed 30-day increments or (ii) the agent bank’s prime rate generally borrowed over shorter durations. The Company also pays unused line fees based on the amount of the Revolving Credit Facility that is not drawn. Unused line fees are recorded as interest expense. The effective weighted average interest rate, including unused line fees, for the thirty-nine weeks ended September 28, 2024 and September 30, 2023 was 6.8% and 6.4%, respectively.
All borrowings under the Revolving Credit Facility are collateralized by all of the assets of the Company and its subsidiaries and a pledge of the stock of its subsidiaries. The Revolving Credit Facility also contains various financial and non-financial covenants, such as a covenant that restricts the Company’s ability to borrow in order to pay dividends. As of September 28, 2024, the Company was in compliance with all covenants contained in the Revolving Credit Facility. The Company believes that it will maintain compliance with its financial covenants for the foreseeable future.
Borrowings under the line of credit as of September 28, 2024 and December 30, 2023 were $30.5 million and $30.8 million, respectively. There were letters of credit outstanding at September 28, 2024 and December 30, 2023 for $7.0 million and $2.0 million, respectively. At September 28, 2024 and December 30, 2023, the Company had availability for additional borrowings under the Revolving Credit Facility of $7.5 million and $12.1 million, respectively.
In addition to borrowings and sales of shares from its equity plans, the Company may raise capital through sales of shares of common stock under its at the market issuance program (the “ATM Program”) established under its March 2024 At Market Issuance Sales Agreement with B. Riley Securities, Inc., as the agent (the “Agent”). The ATM Program allows the Company to offer and sell shares of the common stock having an aggregate sales price of up to $50.0 million from time to time through the Agent. To date, the Company has not sold any shares under the ATM Program.
Current Liquidity and Revolving Credit Facility
Liquidity is a measure of our ability to meet potential cash requirements, maintain our assets, fund our operations, and meet the other general cash needs of our business. Our liquidity is impacted by general economic, financial, competitive, and other factors beyond our control. Our liquidity requirements consist primarily of funds necessary to pay our expenses, principally labor-costs, and other related expenditures. We generally satisfy our liquidity needs through cash provided by operations and, when necessary, our revolving line of credit from Citizens Bank. The Company believes it has a great deal of flexibility to reduce its costs if it becomes necessary. The Company believes that it can satisfy its liquidity needs for at least the next 12 months.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Liquidity and Capital Resources (Continued)
Current Liquidity and Revolving Credit Facility (Continued)
The Company’s liquidity and capital resources as of September 28, 2024, included accounts receivable and total current asset balances of $75.9 million and $90.5 million, respectively. Current liabilities were $55.6 million as of September 28, 2024 and were exceeded by total current assets by $34.9 million.
The Company experiences volatility in its daily cash flow and, at times, relies on the revolving line of credit to provide daily liquidity for the Company’s financial operations. As of September 28, 2024, the Company was in compliance with all financial covenants contained in the Revolving Credit Facility. The Company believes that it will maintain compliance with its financial covenants for the foreseeable future.
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.
The Company’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’s future acquisition and expansion opportunities or how such opportunities will be financed.
The Company is exposed to various asserted claims as of September 28, 2024, where the Company believes it has a probability of loss. Additionally, the Company is exposed to other asserted claims whereby an amount of loss has not been declared, and the Company cannot determine the potential loss. Any of these various claims could result in an unfavorable outcome or settlement that exceeds the accrued amounts. However, the Company believes that such matters will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. As of September 28, 2024, the Company has accrued $2.5 million for asserted claims.
In April 2022, a client of the Company’s Industrial Processing Group alleged that a system partially designed by the Company is not operating as intended and that the Company is responsible. The Company has not determined if it has any liability. In the event of liability, the Company believes its damages are contractually limited to an amount no higher than $3.3 million. Furthermore, the Company believes that if it were found liable, any damages would be covered by insurance, subject to a deductible of $0.5 million and maximum coverage of $5.0 million. While the Company attempts to find a mutually agreeable solution, the Company has reserved $0.5 million for this project. The Company can give no assurance that its liability is limited to $3.3 million or that liability over $0.5 million, if any, will be covered by insurance.
| 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 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.
The Company utilizes SAP software for its financial reporting and accounting system which was implemented in 1999 and has not previously undergone significant upgrades since its initial implementation. The Company is currently implementing an upgrade of its current system, which went live in April 2024.
The Company’s current commitments consist primarily of lease obligations for office space. The Company believes that its capital resources are sufficient to meet its present obligations and those to be incurred in the normal course of business for at least the next 12 months.
The Company leases office facilities and various equipment under non-cancelable leases expiring at various dates through October 2029. Certain leases are subject to escalation clauses based upon changes in various factors.
Maturities of lease liabilities are as follows:
| Fiscal Year |
Operating Leases |
Finance Leases |
||||||
| 2024 (After September 28, 2024) |
$ | 343 | $ | 193 | ||||
| 2025 |
1,250 | 773 | ||||||
| 2026 |
1,162 | 773 | ||||||
| 2027 |
974 | 387 | ||||||
| 2028 |
963 | - | ||||||
| Thereafter |
1,815 | - | ||||||
| Total lease payments |
6,507 | $ | 2,126 | |||||
| Less: imputed interest |
(969 | ) | (147 | ) | ||||
| Total |
$ | 5,538 | $ | 1,979 | ||||
Future Contingent Payments
As of September 28, 2024, the Company had two acquisition agreements whereby additional contingent consideration may be earned by the sellers: 1) effective September 30, 2018, the Company acquired certain assets of Thermal Kinetics Engineering, PLLC and Thermal Kinetics Systems, LLC, and 2) effective October 2, 2022, the Company acquired certain assets of TalentHerder LLC. The Company estimates future contingent payments at September 28, 2024 as follows:
| Total |
||||
| Fiscal year 2024 |
$ | 300 | ||
| Thereafter |
1,671 | |||
| Estimated future contingent consideration payments |
$ | 1,971 | ||
Estimates of future contingent payments are subject to significant judgment and actual payments may materially differ from estimates. The Company estimates future contingent consideration payments based on forecasted performance and recorded the fair value of those expected payments as of September 28, 2024. Contingent consideration related to acquisitions is recorded at fair value (level 3) with changes in fair value recorded in other (expense) income, net.
| ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’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 September 28, 2024, the Company’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’s variable-rate line of credit balances during the thirty-nine weeks ended September 28, 2024, if the interest rate on the Company’s variable-rate line of credit (using an incremental borrowing rate) during the period had been 1.0% higher, the Company’s interest expense on an annualized basis would have increased by $0.3 million. The Company does not expect any material loss with respect to its investment portfolio.
| ITEM 4. |
CONTROLS AND PROCEDURES |
The Company’s management, under the supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the Company’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. As previously disclosed under “Item 9A. Controls and Procedures” in our Annual Report on Form 10-K for our fiscal year ended December 30, 2023, we identified deficiencies described below that existed as of December 30, 2023, and continued to exist at September 28, 2024. Based on our evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures (as such term is defined in Rule(s) 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of September 28, 2024, because of the material weaknesses in our internal control over financial reporting described below.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Management identified the following control deficiencies that resulted in material weaknesses in our internal control over financial reporting as of December 30, 2023. The Company did not design and maintain information technology controls relevant to preparing its financial statements, specifically concerning (i) separation of duties to the SAP ERP and General Ledger and (ii) user access controls that ensure appropriate segregation of duties and adequately restrict user access to financial applications, programs, and data. As a result, there continues to be a material weakness in our internal control over financial reporting as of September 28, 2024.
This material weakness did not result in a misstatement of our annual or interim consolidated financial statements.
| ITEM 4. |
CONTROLS AND PROCEDURES (CONTINUED) |
Planned Material Weakness Remediation Activities
To address these material weaknesses, we have commenced actions to formalize the Company's framework and policies to maintain evidence in the operation of control procedures and improve our IT general controls.
Remaining remediation efforts related to the above-identified material weaknesses include:
| ● |
During the thirty-nine weeks ended September 28, 2024, using its current system development lifecycle controls as a framework, the Company installed a new General Ledger system, SAP byDesign, with enhanced functionality and internal control capabilities; |
| ● |
Expand the available resources at the Company with experience designing and implementing control activities, including information technology general controls, through hiring and use of third-party consultants and specialists; |
| ● |
Assess segregation of duties within the GL and revenue system applications, including role design and process transformation, and implement a quarterly user access review to appropriately mitigate significant risks associated with conflicting responsibilities in financial systems; |
| ● |
Perform additional training to ensure a clear understanding of risk assessment, controls, and monitoring activities related to automated processes, systems, and ITGCs related to financial reporting. |
We will continue to assess the effectiveness of our internal control over financial reporting and take steps to remediate the known material weaknesses expeditiously. The implementation of these remediation efforts is in progress, may require additional expenditures to implement, and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, and as a result, the timing of when we will be able to remediate the material weaknesses fully is uncertain. We may also conclude that additional measures may be required to remediate the material weakness in our internal control over financial reporting, which may necessitate further implementation and evaluation time.
Changes in Internal Control Over Financial Reporting
Other than the remediation efforts described above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended September 28, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| RCM TECHNOLOGIES, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION |
| ITEM 1. |
LEGAL PROCEEDINGS |
See discussion of Contingencies in Note 15 to the Condensed Consolidated Financial Statements included in Item 1 of this report.
| ITEM 1A. |
RISK FACTORS |
For information regarding factors that could affect the Company’s business, see the risk factors discussed under Part I, Item 1A, Risk Factors, of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023.
| ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES |
The following table presents the Company’s purchases of common stock completed during the third quarter of 2024:
| Period |
Total Number of Shares Purchased |
Weighted Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Program |
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program |
||||||||||||
| June 30, 2024 - July 31, 2024 |
47,817 | $ | 18.63 | 47,817 | $ | 43,727,000 | ||||||||||
|
August 1, 2024 - August 31, 2024 |
53,062 | $ | 18.89 | 53,062 | $ | 42,725,000 | ||||||||||
|
September 1, 2024 - September 28, 2024 |
26,396 | $ | 19.09 | 26,396 | $ | 42,221,000 | ||||||||||
|
Total |
127,275 | $ | 18.83 | 127,275 | ||||||||||||
| ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4. |
MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5. | OTHER INFORMATION |
of the Company’s directors and officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended September 28, 2024.
| ITEM 6. |
EXHIBITS |
| 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” 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” 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 (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101.SCH* |
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Documents |
| 101.DEF* |
Inline XBRL Taxonomy Definition Linkbase Document |
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
__________
* Filed herewith
** Furnished herewith
| RCM TECHNOLOGIES, INC. SIGNATURES |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RCM Technologies, Inc. |
|||
| Date: November 7, 2024 |
By: /s/ Bradley S. Vizi |
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| Bradley S. Vizi Executive Chairman and President (Principal Executive Officer and Duly Authorized Officer of the Registrant) |
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| Date: November 7, 2024 |
By: /s/ Kevin D. Miller |
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| Kevin D. Miller Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer of the Registrant) |
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