UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
|
RCM TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
|
Nevada
|
95--1480559
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
|
2500 McClellan Avenue, Suite 350,
Pennsauken, New Jersey
|
08109-4613
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
Registrant's telephone number, including area code:
|
(856) 356-4500
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock, par value $0.05 per share
|
The NASDAQ Stock Market LLC
|
|
Securities registered pursuant to Section 12(g) of the Act:
|
None
|
|
Large Accelerated Filer [ ]
|
Accelerated Filer [ ]
|
Non-Accelerated Filer [ ]
(Do not check if a smaller reporting company)
|
Smaller Reporting Company [X]
|
Emerging Growth Company [ ]
|
RCM TECHNOLOGIES, INC.
|
FORM 10-K
|
TABLE OF CONTENTS
|
PART I
|
1
|
||
Item 1.
|
Business
|
2
|
|
Item 1A.
|
Risk Factors
|
15
|
|
Item 1B.
|
Unresolved Staff Comments
|
20
|
|
Item 2.
|
Properties
|
20
|
|
Item 3.
|
Legal Proceedings
|
20
|
|
Item 4.
|
Mine Safety Disclosures
|
20
|
|
PART II
|
21
|
||
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
21
|
|
Item 6.
|
Selected Financial Data
|
22
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
23
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
42
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
42
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
42
|
|
Item 9A(T).
|
Controls and Procedures
|
43
|
|
Item 9B.
|
Other Information
|
43
|
|
PART III
|
44
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
44
|
|
Item 11.
|
Executive Compensation
|
44
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
44
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
44
|
|
Item 14.
|
Principal Accountant Fees and Services
|
44
|
|
PART IV
|
45
|
||
Item 15.
|
Exhibits and Financial Statement Schedules
|
45
|
|
Item 16.
|
Form 10-K Summary
|
48
|
|
Signatures
|
49
|
PART I
|
ITEM 1. BUSINESS
|
ITEM 1. BUSINESS (CONTINUED)
|
ITEM 1. BUSINESS (CONTINUED)
|
ITEM 1. BUSINESS (CONTINUED)
|
ITEM 1. BUSINESS (CONTINUED)
|
ITEM 1. BUSINESS (CONTINUED)
|
·
|
Enterprise Infrastructure Management
|
·
|
Enterprise Integration
|
·
|
Enterprise Supply Chain
|
·
|
Enterprise Project Management
|
·
|
Enterprise HR
|
·
|
Life Sciences
|
·
|
Assessment and Remediation of Federally Regulated Life Science Equipment and Processes
|
·
|
Enterprise Business Solutions
|
·
|
Application Services
|
·
|
Infrastructure Solutions
|
·
|
Competitive Advantage & Productivity Solutions
|
·
|
Life Sciences Solutions
|
ITEM 1. BUSINESS (CONTINUED)
|
NUMBER OF
OFFICES
|
SERVICES
PROVIDED(1)
|
||
U.S.
|
|||
California
|
2
|
HC
|
|
Connecticut
|
2
|
E
|
|
Florida
|
1
|
HC
|
|
Hawaii
|
1
|
HC
|
|
Illinois
|
1
|
HC
|
|
Maryland
|
1
|
IT
|
|
Massachusetts
|
1
|
IT
|
|
Missouri
|
1
|
HC
|
|
Nevada
|
1
|
HC
|
|
New Jersey
|
3
|
E, IT
|
|
New York
|
3
|
E, HC, IT
|
|
Ohio
|
1
|
E
|
|
Pennsylvania
|
2
|
E, HC
|
|
Rhode Island
|
1
|
E
|
|
Texas
|
1
|
HC
|
|
22
|
|||
CANADA
|
4
|
E, IT
|
|
PUERTO RICO
|
1
|
E, IT
|
|
SERBIA
|
2
|
E
|
ITEM 1. BUSINESS (CONTINUED)
|
Revenues
|
Total
Assets
|
||
United States
|
$152,232
|
$52,634
|
|
Canada
|
30,084
|
15,419
|
|
Puerto Rico
|
4,043
|
1,891
|
|
Serbia
|
378
|
3,374
|
|
$186,737
|
$73,318
|
ITEM 1. BUSINESS (CONTINUED)
|
ITEM 1. BUSINESS (CONTINUED)
|
ITEM 1. BUSINESS (CONTINUED)
|
ITEM 1. BUSINESS (CONTINUED)
|
ITEM 1. BUSINESS (CONTINUED)
|
ITEM 1A. RISK FACTORS
|
ITEM 1A. RISK FACTORS (CONTINUED)
|
ITEM 1A. RISK FACTORS (CONTINUED)
|
ITEM 1A. RISK FACTORS (CONTINUED)
|
ITEM 1A. RISK FACTORS (CONTINUED)
|
ITEM 1B. UNRESOLVED STAFF COMMENTS
|
ITEM 2. PROPERTIES
|
ITEM 3. LEGAL PROCEEDINGS
|
ITEM 4. MINE SAFETY DISCLOSURES
|
PART II
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
|
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Common Stock
|
||||
Fiscal Year Ended December 31, 2016
|
High
|
Low
|
||
First Quarter
|
$6.00
|
$4.52
|
||
Second Quarter
|
$5.87
|
$5.03
|
||
Third Quarter
|
$6.70
|
$5.15
|
||
Fourth Quarter
|
$7.23
|
$5.80
|
||
Fiscal Year Ended December 30, 2017
|
||||
First Quarter
|
$6.50
|
$4.51
|
||
Second Quarter
|
$5.80
|
$4.60
|
||
Third Quarter
|
$5.76
|
$4.91
|
||
Fourth Quarter
|
$7.50
|
$5.50
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
|
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (CONTINUED)
|
ITEM 6. SELECTED FINANCIAL DATA
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
Fiscal Years Ended
|
||||||||
December 30, 2017
|
December 31, 2016
|
|||||||
Amount
|
% of Revenue
|
Amount
|
% of Revenue
|
|||||
Revenues
|
$186,737
|
100.0
|
$176,448
|
100.0
|
||||
Cost of services
|
138,350
|
74.1
|
129,418
|
73.4
|
||||
Gross profit
|
48,387
|
25.9
|
47,030
|
26.6
|
||||
Selling, general and administrative
|
40,385
|
21.6
|
40,063
|
22.7
|
||||
Legal, office closures and other charges
|
1,447
|
0.8
|
1,283
|
0.7
|
||||
Tax credit professional fees
|
259
|
0.1
|
-
|
0.0
|
||||
Change in contingent consideration
|
781
|
0.4
|
285
|
0.1
|
||||
Goodwill impairment
|
3,478
|
1.9
|
-
|
0.0
|
||||
Depreciation and amortization
|
1,757
|
1.0
|
1,569
|
0.9
|
||||
Operating costs and expenses
|
48,107
|
25.8
|
43,200
|
24.4
|
||||
Operating income
|
280
|
0.1
|
3,830
|
2.2
|
||||
Other expense, net and foreign currency transactions
|
(525
|
)
|
(0.2
|
)
|
(528
|
)
|
(0.3
|
)
|
(Loss) income before income taxes
|
(245
|
)
|
(0.1
|
)
|
3,302
|
1.9
|
||
Income tax (benefit) expense
|
(2,255
|
)
|
(1.2
|
)
|
1,544
|
0.9
|
||
Net income
|
$2,010
|
1.1
|
$1,758
|
1.0
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
Fifty-Two Week Periods Ended
|
||||
December 30,
2017
|
December 31,
2016
|
|||
GAAP net income
|
$2,010
|
$1,758
|
||
Income tax (benefit) expense
|
(2,255
|
)
|
1,544
|
|
Interest expense
|
590
|
539
|
||
Depreciation and amortization
|
1,757
|
1,569
|
||
EBITDA (non-GAAP)
|
$2,102
|
$5,410
|
||
Adjustments
|
||||
Legal, office closures and other charges
|
1,447
|
1,283
|
||
Tax credit professional fees
|
259
|
-
|
||
Change in contingent consideration
|
781
|
285
|
||
Goodwill impairment
|
3,478
|
-
|
||
Gain on foreign currency transactions
|
(65
|
)
|
(11
|
)
|
Adjusted EBITDA (non-GAAP)
|
$8,002
|
$6,967
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
Fiscal Years Ended
|
|||||
December 30,
2017
|
December 31,
2016
|
||||
Cash provided by (used in):
|
|||||
Operating activities
|
$5,071
|
$11,635
|
|||
Investing activities
|
($1,803
|
)
|
($831
|
)
|
|
Financing activities
|
($826
|
)
|
($11,556
|
)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
|
Fiscal Years
|
Amount
|
2018
|
$3,036
|
2019
|
1,695
|
2020
|
1,056
|
2021
|
516
|
2022
|
304
|
Total
|
$6,607
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
Fiscal Year
|
Total
|
December 29, 2018
|
$741
|
December 28, 2019
|
625
|
January 2, 2021
|
725
|
Estimated future contingent consideration payments
|
$2,091
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
|
RESULTS OF OPERATIONS (CONTINUED)
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
|
FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
PART III
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
AND RELATED STOCKHOLDER MATTERS
|
Plan category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for issuance under equity compensation plans, excluding securities reflected in column (a)
|
(a)
|
(b)
|
(c)
|
|
487,034(1)
|
N/A(1)
|
332,232
|
|
Equity compensation plans not approved by security holders
|
____________________
|
____________________
|
____________________
|
Total
|
487,034
|
N/A
|
332,232
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
|
INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
PART IV
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
1. and 2. Financial Statement Schedules -- See "Index to Financial Statements and Schedules" on F-1.
|
||
3. See Item (b) below.
|
|||
(b)
|
Exhibits
|
||
Articles of Incorporation, as amended; incorporated by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1994.
|
|||
Certificate of Amendment of Articles of Incorporation; incorporated by reference to Exhibit A to the Registrant's Proxy Statement, dated February 6, 1996, filed with the Securities and Exchange Commission on January 29, 1996.
|
|||
Certificate of Amendment of Articles of Incorporation; incorporated by reference to Exhibit B to the Registrant's Proxy Statement, dated February 6, 1996, filed with the Securities and Exchange Commission on January 29, 1996.
|
|||
Amended and Restated Bylaws; incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2014 (the "January 2014 8-K").
|
|||
*
|
RCM Technologies, Inc. 2000 Employee Stock Incentive Plan, dated January 6, 2000; incorporated by reference to Exhibit A to the Registrant's Proxy Statement, dated March 3, 2000, filed with the Securities and Exchange Commission on February 28, 2000.
|
||
*
|
The RCM Technologies, Inc. 2007 Omnibus Equity Compensation Plan; incorporated by reference to Annex A to the Registrant's Proxy Statement, dated April 20, 2007, filed with the Securities and Exchange Commission on April 19, 2007.
|
||
Second Amended and Restated Loan and Security Agreement dated as of February 19, 2009, between RCM Technologies, Inc. and all of its Subsidiaries, Citizens Bank of Pennsylvania as Administrative Agent and Arranger and the Financial Institutions Named therein as Lenders; incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K dated February 19, 2009, filed with the Securities and Exchange Commission on February 25, 2009.
|
|||
Amendment, dated as of July 21, 2011, to Second Amended and Restated Loan and Security Agreement dated as of February 19, 2009, between RCM Technologies, Inc. and all of its Subsidiaries, Citizens Bank of Pennsylvania as Administrative Agent and Arranger and the Financial Institutions Named therein as Lenders; incorporated by reference to Exhibit 10(o) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2014 (the "2013 10-K").
|
|||
Second Amendment, dated as of October 24, 2011, to Second Amended and Restated Loan and Security Agreement dated as of February 19, 2009, between RCM Technologies, Inc. and all of its Subsidiaries, Citizens Bank of Pennsylvania as Administrative Agent and Arranger and the Financial Institutions Named therein as Lenders; incorporated by reference to Exhibit 10(p) to the 2013 10-K.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
|
(b)
|
Exhibits (Continued)
|
||
Third Amendment, dated as of December 13, 2011, to Second Amended and Restated Loan and Security Agreement dated as of February 19, 2009, between RCM Technologies, Inc. and all of its Subsidiaries, Citizens Bank of Pennsylvania as Administrative Agent and Arranger and the Financial Institutions Named therein as Lenders; incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K dated December 13, 2011, filed with the Securities and Exchange Commission on January 3, 2012.
|
|||
Fourth Amendment to Second Amended and Restated Amendment, dated as of December 12, 2014, to Amended and Restated Loan and Security Agreement dated as of February 19, 2009, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender; incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2014 (the "December 2014 8-K").
|
|||
*
|
Executive Severance Agreement between RCM Technologies, Inc. and Rocco Campanelli dated December 27, 2012; incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K dated December 27, 2012, filed with the Securities and Exchange Commission on December 28, 2012.
|
||
*
|
Amendment No. 1 to Executive Severance Agreement between RCM Technologies, Inc. and Rocco Campanelli dated December 26, 2017. (Filed herewith)
|
||
*
|
Executive Severance Agreement between RCM Technologies, Inc. and Kevin Miller dated December 27, 2012; incorporated by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K dated December 27, 2012, filed with the Securities and Exchange Commission on December 28, 2012.
|
||
*
|
Amendment No. 1 to Executive Severance Agreement between RCM Technologies, Inc. and Kevin Miller dated December 26, 2017. (Filed herewith)
|
||
*
|
Settlement Agreement, dated January 23, 2014 between RCM Technologies, Inc. and the stockholders of the Company named therein; incorporated by reference to Exhibit 99.1 to the January 2014 8-K.
|
||
*
|
Separation Agreement, dated January 23, 2014, between RCM Technologies, Inc. and Leon Kopyt; incorporated by reference to Exhibit 99.2 to the January 2014 8-K.
|
||
*
|
RCM Technologies, Inc. Amended and Restated 2014 Omnibus Equity Compensation Plan; incorporated by reference to Exhibit A to the Registrant's Definitive Proxy Statement for the 2016 Annual Meeting filed with the Securities and Exchange Commission on October 28, 2016.
|
||
*
|
Form of Stock Unit Agreement; incorporated by reference to Exhibit 99.2 to the December 2014 8-K.
|
||
*
|
RCM Technologies, Inc. Change in Control Plan for Selected Executive Management (filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2015, and incorporated herein by reference).
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
|
(b)
|
Exhibits (Continued)
|
||
*
|
Amendment 2015-3 to the RCM Technologies, Inc. 2001 Employee Stock Purchase Plan; incorporated by reference to Exhibit A to the Registrant's Definitive Proxy Statement for the 2015 Annual Meeting filed with the Securities and Exchange Commission on October 30, 2015.
|
||
Fifth Amendment to Second Amended and Restated Amendment, dated as of December 14, 2015, to Amended and Restated Loan and Security Agreement dated as of February 19, 2009, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender; incorporated by reference to Exhibit 10(cc) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission on March 2, 2016.
|
|||
Sixth Amendment to Second Amended and Restated Amendment, dated as of June 13, 2016, to Amended and Restated Loan and Security Agreement dated as of February 19, 2009, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender; incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2016.
|
|||
Seventh Amendment to Second Amended and Restated Amendment, dated as of March 8, 2017, to Amended and Restated Loan and Security Agreement dated as of February 19, 2009, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender; incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2017.
|
|||
Eighth Amendment to Second Amended and Restated Amendment, dated as of November 6, 2017, to Amended and Restated Loan and Security Agreement dated as of February 19, 2009, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender; incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2017.
|
|||
Ninth Amendment to Second Amended and Restated Amendment, dated as of December 12, 2017, to Amended and Restated Loan and Security Agreement dated as of February 19, 2009, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender; incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2017.
|
|||
Subsidiaries of the Registrant. (Filed herewith)
|
|||
Consent of EisnerAmper LLP. (Filed herewith)
|
|||
Certifications of Chief Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. (Filed herewith)
|
|||
Certifications of Chief Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. (Filed herewith)
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
|
(b)
|
Exhibits (Continued)
|
|||
Certifications of Chief Executive Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.) (Furnished herewith)
|
||||
Certifications of Chief Financial Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.) (Furnished herewith)
|
||||
101.INS
|
XBRL Instance Document (Filed herewith)
|
|||
101.SCH
|
XBRL Taxonomy Extension Schema Document (Filed herewith)
|
|||
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document (Filed herewith)
|
|||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document (Filed herewith)
|
|||
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Documents (Filed herewith)
|
|||
101.DEF
|
XBRL Taxonomy Definition Linkbase Document (Filed herewith)
|
|||
*
|
Constitutes a management contract or compensatory plan or arrangement.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
SIGNATURES
|
RCM Technologies, Inc.
|
|||
By:
|
/s/ Rocco Campanelli
|
||
Rocco Campanelli
|
|||
President and Chief Executive Officer
|
|||
Date: March 7, 2018
|
By:
|
/s/ Kevin D. Miller
|
|
Kevin D. Miller
|
|||
Chief Financial Officer, Treasurer and Secretary
|
Date: March 7, 2018
|
By:
|
/s/ Rocco Campanelli
|
|
Rocco Campanelli
|
|||
President and Chief Executive Officer (Principal Executive Officer)
|
|||
Date: March 7, 2018
|
By:
|
/s/ Kevin D. Miller
|
|
Kevin D. Miller
|
|||
Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
|
|||
Date: March 7, 2018
|
By:
|
/s/ Bradley S. Vizi
|
|
Bradley S. Vizi
|
|||
Chairman and Director
|
|||
Date: March 7, 2018
|
By:
|
/s/ Roger H. Ballou
|
|
Roger H. Ballou
|
|||
Director
|
|||
Date: March 7, 2018
|
By:
|
/s/ Maier O. Fein
|
|
Maier O. Fein
|
|||
Director
|
|||
Date: March 7, 2018
|
By:
|
/s/ Leon Kopyt
|
|
Leon Kopyt
|
|||
Founder and Chairman Emeritus
|
|||
Date: March 7, 2018
|
By:
|
/s/ Richard D. Machon
|
|
Richard D. Machon
|
|||
Director
|
|||
Date: March 7, 2018
|
By:
|
/s/ S. Gary Snodgrass
|
|
S. Gary Snodgrass
|
|||
Director
|
RCM TECHNOLOGIES, INC.
|
FORM 10-K
|
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
|
Page
|
|
Consolidated Balance Sheets, December 30, 2017 and December 31, 2016
|
F-2
|
Consolidated Statements of Income, Fiscal Years Ended December 30, 2017 and December 31, 2016
|
F-3
|
Consolidated Statements of Comprehensive Income, Fiscal Years Ended
December 30, 2017 and December 31, 2016
|
F-4
|
Consolidated Statements of Changes in Stockholders' Equity, Fiscal Years Ended December 30, 2017 and December 31, 2016
|
F-5
|
Consolidated Statements of Cash Flows, Fiscal Years Ended December 30, 2017 and December 31, 2016
|
F-6
|
Notes to Consolidated Financial Statements
|
F-7
|
Report of Independent Registered Public Accounting Firm
|
F-37
|
Schedule II
|
F-38
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 30, 2017 and December 31, 2016
(Amounts in thousands, except share and per share amounts, unless otherwise indicated)
|
December 30,
|
December 31,
|
|||||
2017
|
2016
|
|||||
Current assets:
|
||||||
Cash and cash equivalents
|
$2,851
|
$279
|
||||
Accounts receivable, net
|
46,080
|
45,170
|
||||
Transit accounts receivable
|
3,002
|
4,295
|
||||
Prepaid expenses and other current assets
|
3,706
|
3,327
|
||||
Total current assets
|
55,639
|
53,071
|
||||
Property and equipment, net
|
3,446
|
4,052
|
||||
Other assets:
|
||||||
Deposits
|
215
|
212
|
||||
Goodwill
|
11,685
|
12,325
|
||||
Intangible assets, net
|
105
|
171
|
||||
Deferred tax assets, net, domestic
|
2,189
|
-
|
||||
Total other assets
|
14,194
|
12,708
|
||||
Total assets
|
$73,279
|
$69,831
|
Current liabilities:
|
|||||||
Accounts payable and accrued expenses
|
$8,634
|
$8,154
|
|||||
Transit accounts payable
|
4,661
|
6,776
|
|||||
Accrued payroll and related costs
|
7,780
|
7,185
|
|||||
Income taxes payable
|
372
|
537
|
|||||
Liability for contingent consideration from acquisitions
|
741
|
1,061
|
|||||
Total current liabilities
|
22,188
|
23,713
|
|||||
Deferred tax liability, domestic
|
-
|
148
|
|||||
Deferred tax liability, foreign
|
431
|
234
|
|||||
Liability for contingent consideration from acquisitions
|
1,350
|
170
|
|||||
Borrowings under line of credit
|
27,279
|
14,311
|
|||||
Total liabilities
|
51,248
|
38,576
|
|||||
Stockholders' equity:
|
|||||||
Preferred stock, $1.00 par value; 5,000,000 shares authorized;
|
|||||||
no shares issued or outstanding
|
-
|
-
|
|||||
Common stock, $0.05 par value; 40,000,000 shares authorized;
|
|||||||
15,017,522 shares issued and 12,194,350 shares outstanding at
December 30, 2017 and 14,716,940 shares issued and 11,953,080 shares outstanding at December 31, 2016
|
751
|
736
|
|||||
Additional paid-in capital
|
104,540
|
115,607
|
|||||
Accumulated other comprehensive loss
|
(2,395
|
)
|
(2,578
|
)
|
|||
Accumulated deficit
|
(65,878
|
)
|
(67,888
|
)
|
|||
Treasury stock (2,823,172 shares at December 30, 2017 and
2,763,860 shares at December 31, 2016) at cost
|
(14,987
|
)
|
(14,622
|
)
|
|||
Stockholders' equity
|
22,031
|
31,255
|
|||||
Total liabilities and stockholders' equity
|
$73,279
|
$69,831
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except per share amounts, unless otherwise indicated)
|
December 30,
2017
|
December 31,
2016
|
||||
Revenues
|
$186,737
|
$176,448
|
|||
Cost of services
|
138,350
|
129,418
|
|||
Gross profit
|
48,387
|
47,030
|
|||
Operating costs and expenses
|
|||||
Selling, general and administrative
|
40,385
|
40,063
|
|||
Depreciation and amortization
|
1,757
|
1,569
|
|||
Legal, office closures and other charges
|
1,447
|
1,283
|
|||
Tax credit professional fees
|
259
|
-
|
|||
Change in contingent consideration
|
781
|
285
|
|||
Goodwill impairment
|
3,478
|
-
|
|||
Operating costs and expenses
|
48,107
|
43,200
|
|||
Operating income
|
280
|
3,830
|
|||
Other (expense) income
|
|||||
Interest expense and other, net
|
(590
|
)
|
(539
|
)
|
|
Gain on foreign currency transactions
|
65
|
11
|
|||
Other expense
|
(525
|
)
|
(528
|
)
|
|
(Loss) income before income taxes
|
(245
|
)
|
3,302
|
||
Income tax (benefit) expense
|
(2,255
|
)
|
1,544
|
||
Net income
|
$2,010
|
$1,758
|
|||
Basic and diluted net income per share
|
$0.17
|
$0.14
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands unless otherwise indicated)
|
December 30,
|
December 31,
|
|||
2017
|
2016
|
|||
Net income
|
$2,010
|
$1,758
|
||
Other comprehensive income
|
183
|
267
|
||
Total comprehensive income
|
$2,193
|
$2,025
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Amounts in thousands, except share amounts, unless otherwise indicated)
|
Common Stock
|
Additional
Paid-in
Capital
|
Accumulated
Other
Comprehensive
Loss
|
Accumulated
Deficit
|
Treasury Stock
|
Total
|
|||||||||||
Issued
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||
Balance, January 2, 2016
|
14,559,381
|
$728
|
$114,331
|
($2,845
|
)
|
($69,646
|
)
|
2,062,746
|
($10,365
|
)
|
$32,203
|
|||||
Issuance of stock under
employee stock purchase plan
|
81,225
|
4
|
364
|
-
|
-
|
-
|
-
|
368
|
||||||||
Translation adjustment
|
-
|
-
|
-
|
267
|
-
|
-
|
-
|
267
|
||||||||
Issuance of stock upon exercise of
stock options
|
2,500
|
-
|
15
|
-
|
-
|
-
|
-
|
15
|
||||||||
Issuance of stock upon vesting
of restricted share units
|
73,834
|
4
|
(4
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||
Share based compensation expense
|
-
|
-
|
901
|
-
|
-
|
-
|
-
|
901
|
||||||||
Common stock repurchase
|
-
|
-
|
-
|
-
|
-
|
701,114
|
(4,257
|
)
|
(4,257
|
)
|
||||||
Net income
|
-
|
-
|
-
|
-
|
1,758
|
-
|
-
|
1,758
|
||||||||
Balance, December 31, 2016
|
14,716,940
|
$736
|
$115,607
|
($2,578
|
)
|
($67,888
|
)
|
2,763,860
|
($14,622
|
)
|
$31,255
|
|||||
Issuance of stock under
employee stock purchase plan
|
90,931
|
4
|
390
|
-
|
394
|
|||||||||||
Translation adjustment
|
-
|
-
|
-
|
183
|
-
|
-
|
-
|
183
|
||||||||
Issuance of stock upon exercise of
stock options
|
11,917
|
1
|
64
|
-
|
-
|
-
|
-
|
65
|
||||||||
Issuance of stock upon vesting
of restricted share units
|
197,734
|
10
|
(10
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||
Share based compensation expense
|
-
|
-
|
770
|
-
|
-
|
-
|
-
|
770
|
||||||||
Common stock repurchase
|
-
|
-
|
-
|
-
|
-
|
59,312
|
(365
|
)
|
(365
|
)
|
||||||
Dividends to stockholders
|
-
|
-
|
(12,194
|
)
|
-
|
-
|
-
|
-
|
(12,194
|
)
|
||||||
Dividends accrued
|
-
|
-
|
(87
|
)
|
-
|
-
|
-
|
-
|
(87
|
)
|
||||||
Net income
|
-
|
-
|
-
|
-
|
2,010
|
-
|
-
|
2,010
|
||||||||
Balance, December 30, 2017
|
15,017,522
|
$751
|
$104,540
|
($2,395
|
)
|
($65,878
|
)
|
2,823,172
|
($14,987
|
)
|
$22,031
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands unless otherwise indicated)
|
December 30,
2017
|
December 31,
2016
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$2,010
|
$1,758
|
||||||
Adjustments to reconcile net income to net cash provided by
operating activities:
|
||||||||
Depreciation and amortization
|
1,757
|
1,569
|
||||||
Increase in contingent consideration
|
781
|
285
|
||||||
Goodwill impairment
|
3,478
|
-
|
||||||
Share-based compensation expense
|
770
|
901
|
||||||
Provision for losses on accounts receivable
|
210
|
616
|
||||||
Deferred income tax (benefit) expense
|
(2,336
|
)
|
463
|
|||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable
|
(459
|
)
|
5,427
|
|||||
Transit accounts receivable
|
1,330
|
3,220
|
||||||
Prepaid expenses and other current assets
|
(293
|
)
|
1,228
|
|||||
Accounts payable and accrued expenses
|
(318
|
)
|
(290
|
)
|
||||
Transit accounts payable
|
(2,160
|
)
|
(2,254
|
)
|
||||
Accrued payroll and related costs
|
483
|
(1,473
|
)
|
|||||
Income taxes payable
|
(182
|
)
|
185
|
|||||
Total adjustments
|
3,061
|
9,877
|
||||||
Net cash provided by operating activities
|
5,071
|
11,635
|
||||||
Cash flows from investing activities:
|
||||||||
Property and equipment acquired
|
(1,040
|
)
|
(846
|
)
|
||||
Decrease in deposits
|
-
|
15
|
||||||
Cash payments for business acquired, net of cash acquired
|
(763
|
)
|
-
|
|||||
Net cash used in investing activities
|
(1,803
|
)
|
(831
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Borrowings under line of credit
|
92,918
|
83,605
|
||||||
Repayments on line of credit
|
(79,950
|
)
|
(90,294
|
)
|
||||
Sale of stock for employee stock purchase plan
|
394
|
368
|
||||||
Exercise of stock options
|
65
|
15
|
||||||
Common stock repurchases
|
(365
|
)
|
(4,257
|
)
|
||||
Dividends paid to shareholders
|
(12,194
|
)
|
-
|
|||||
Contingent consideration paid
|
(1,694
|
)
|
(993
|
)
|
||||
Net cash used in financing activities
|
(826
|
)
|
(11,556
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
130
|
46
|
||||||
Increase (decrease) in cash and cash equivalents
|
2,572
|
(706
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
279
|
985
|
||||||
Cash and cash equivalents at end of period
|
$2,851
|
$279
|
||||||
Supplemental cash flow information:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$500
|
$464
|
||||||
Income taxes
|
$522
|
$927
|
||||||
Non-cash investing activities:
|
||||||||
Non-cash consideration for business acquisitions
|
$1,896
|
$695
|
||||||
Non-cash financing activities:
|
||||||||
Dividend declared but unpaid on unvested restricted share units
|
$87
|
$ -
|
||||||
Vesting of restricted share units
|
$1,294
|
$473
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
2.
|
FISCAL YEAR
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
3.
|
USE OF ESTIMATES AND UNCERTAINTIES
|
4. |
ACCOUNTS RECEIVABLE, TRANSIT ACCOUNTS RECEIVABLE AND TRANSIT ACCOUNTS PAYABLE
|
December 30, 2017
|
December 31,
2016
|
|||
Billed
|
$31,448
|
$34,463
|
||
Accrued and unbilled
|
10,573
|
6,894
|
||
Work-in-progress
|
5,026
|
5,215
|
||
Allowance for sales discounts and doubtful accounts
|
(967
|
)
|
(1,402
|
)
|
Accounts receivable, net
|
$46,080
|
$45,170
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
4. |
ACCOUNTS RECEIVABLE, TRANSIT ACCOUNTS RECEIVABLE AND TRANSIT ACCOUNTS PAYABLE (CONTINUED)
|
December 30,
2017
|
December 31,
2016
|
|||
Equipment and furniture
|
$938
|
$1,045
|
||
Computers and systems
|
6,172
|
5,521
|
||
Leasehold improvements
|
899
|
804
|
||
8,009
|
7,370
|
|||
Less: accumulated depreciation and amortization
|
4,563
|
3,318
|
||
Property and equipment, net
|
$3,446
|
$4,052
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Fiscal Year
|
Total
|
December 29, 2018
|
$741
|
December 28, 2019
|
625
|
January 2, 2021
|
725
|
Estimated future contingent consideration payments
|
$2,091
|
Balance as of January 2, 2016
|
$1,800
|
||
Contingent payments made
|
(993
|
)
|
|
Estimated contingent payments, acquisitions
|
139
|
||
Increase to contingent payment estimates
|
285
|
||
Balance as of December 31, 2016
|
$1,231
|
||
Contingent payments made
|
(1,694
|
)
|
|
Estimated contingent payments, acquisitions
|
1,773
|
||
Increase to contingent payment estimates
|
781
|
||
Balance as of December 30, 2017
|
$2,091
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Engineering
|
Specialty Health Care
|
Information
Technology
|
Total
|
||||||
Balance as of January 2, 2016
|
$4,411
|
$1,703
|
$5,516
|
$11,630
|
|||||
Goodwill recorded, AHP acquisition
|
-
|
695
|
-
|
695
|
|||||
Balance as of December 31, 2016
|
$4,411
|
$2,398
|
$5,516
|
$12,325
|
|||||
Goodwill recorded, RAF acquisition
|
133
|
-
|
-
|
133
|
|||||
Goodwill recorded, PSR acquisition
|
2,705
|
-
|
-
|
2,705
|
|||||
Goodwill impairment
|
-
|
-
|
(3,478
|
)
|
(3,478
|
)
|
|||
Balance as of December 30, 2017
|
$7,249
|
$2,398
|
$2,038
|
$11,685
|
December 30, 2017
|
December 31, 2016
|
||
Restricted covenants
|
$17
|
$27
|
|
Customer relationships
|
88
|
144
|
|
Total intangible assets
|
$105
|
$171
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
9. |
LINE OF CREDIT
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Fiscal Years Ended
|
||||
December 30,
2017
|
December 31,
2016
|
|||
Basic weighted average shares outstanding
|
11,995,341
|
12,302,558
|
||
Dilutive effect of outstanding restricted share units
and stock options
|
121,860
|
120,790
|
||
Weighted average dilutive shares outstanding
|
12,117,201
|
12,423,348
|
December 30,
2017
|
December 31,
2016
|
||
Exercise of options outstanding
|
0
|
42,000
|
|
Time-based restricted share units outstanding
|
87,034
|
197,734
|
|
Performance-based restricted share units outstanding
|
400,000
|
200,000
|
|
Future grants of options or shares
|
332,232
|
619,266
|
|
Shares reserved for employee stock purchase plan
|
177,280
|
268,211
|
|
Total
|
996,546
|
1,327,211
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
|
All Stock Options Outstanding
|
|
||
|
Shares
|
|
Weighted Average
Exercise Price
|
|
Options outstanding as of January 2, 2016
|
44,500
|
$8.12
|
|
|
Options granted
|
-
|
|||
Options exercised, net
|
(2,500
|
)
|
$5.62
|
|
Options forfeited/cancelled
|
-
|
|
||
|
|
|||
Options outstanding as of December 31, 2016
|
42,000
|
$8.27
|
|
|
|
|
|||
Options exercisable as of December 31, 2016
|
27,000
|
$9.47
|
||
Intrinsic value of outstanding stock options as of December 31, 2016
|
$6
|
|||
Intrinsic value of stock options exercised in fiscal year ended
December 31, 2016
|
$3
|
|||
Weighted average grant date fair value of stock options issued
during fiscal year ended December 31, 2016
|
N/A
|
|||
Options outstanding as of December 31, 2016
|
42,000
|
$8.27
|
||
Options granted
|
-
|
|||
Options exercised, net
|
(11,917
|
)
|
$6.00
|
|
Options forfeited in cashless exercises
|
(5,083
|
)
|
$6.10
|
|
Options forfeited/cancelled
|
(25,000
|
)
|
$9.81
|
|
|
||||
Options outstanding as of December 30, 2017
|
-
|
|||
|
||||
Options exercisable as of December 30, 2017
|
-
|
|||
Intrinsic value of outstanding stock options as of December 30, 2017
|
-
|
|||
Intrinsic value of stock options exercised in fiscal year ended
December 30, 2017
|
17
|
|||
Weighted average grant date fair value of stock options issued
during fiscal year ended December 30, 2017
|
-
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Nonvested Stock Options
|
Shares
|
Weighted-Average
Grant-Date
Fair Value
|
|
Nonvested at December 31, 2016
|
15,000
|
$2.33
|
|
Vested
|
15,000
|
$2.33
|
|
Forfeited
|
-
|
-
|
|
Issued nonvested
|
-
|
-
|
|
Nonvested at December 30, 2017
|
-
|
-
|
Number of
Time-Based
Restricted
Stock Units
|
Weighted
Average
Grant Date Fair
Value per Share
|
||
Outstanding non-vested at December 31, 2016
|
197,734
|
$7.33
|
|
Granted
|
87,034
|
$5.88
|
|
Vested
|
(197,734
|
)
|
$7.33
|
Forfeited or expired
|
-
|
-
|
|
Outstanding non-vested at December 30, 2017
|
87,034
|
$5.88
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Number of
Performance-Based
Restricted
Stock Units
|
Weighted
Average
Grant Date Fair
Value per Share
|
||
Outstanding non-vested at December 31, 2016
|
200,000
|
$5.36
|
|
Granted
|
200,000
|
$4.85
|
|
Vested
|
-
|
-
|
|
Forfeited or expired
|
-
|
-
|
|
Outstanding non-vested at December 30, 2017
|
400,000
|
$5.11
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Number of Restricted
Stock Units
(in thousands)
|
Weighted Average
Grant Date Fair
Value per Share
|
|||
Outstanding non-vested at January 2, 2016
|
209
|
$7.10
|
||
Granted – time-based vesting
|
63
|
$5.98
|
||
Granted – performance-based vesting
|
200
|
$5.36
|
||
Vested
|
(74
|
)
|
$5.56
|
|
Forfeited or expired
|
-
|
-
|
||
Outstanding non-vested at December 31, 2016
|
398
|
$6.34
|
||
Granted – time-based vesting
|
87
|
$5.88
|
||
Granted – performance-based vesting
|
200
|
$4.85
|
||
Vested
|
(198
|
)
|
$7.33
|
|
Forfeited or expired
|
-
|
-
|
||
Outstanding non-vested at December 30, 2017
|
487
|
$5.24
|
12. |
TREASURY STOCK TRANSACTIONS
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
13. |
NEW ACCOUNTING STANDARDS
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
13. |
NEW ACCOUNTING STANDARDS (CONTINUED)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Fiscal Year Ended
December 30, 2017
|
Engineering
|
Specialty Health Care
|
Information
Technology
|
Corporate
|
Total
|
|||||
Revenue
|
$82,753
|
$71,316
|
$32,668
|
$ -
|
$186,737
|
|||||
Cost of services
|
60,352
|
53,801
|
24,197
|
-
|
138,350
|
|||||
Gross profit
|
22,401
|
17,515
|
8,471
|
-
|
48,387
|
|||||
Selling, general and administrative
|
16,114
|
15,811
|
8,460
|
-
|
40,385
|
|||||
Legal, office closures and other
charges
|
-
|
-
|
-
|
1,447
|
1,447
|
|||||
Tax credit professional fees
|
-
|
-
|
-
|
259
|
259
|
|||||
Change in contingent consideration
|
781
|
-
|
-
|
-
|
781
|
|||||
Goodwill impairment
|
-
|
-
|
3,478
|
-
|
3,478
|
|||||
Depreciation and amortization
|
1,186
|
386
|
185
|
-
|
1,757
|
|||||
Operating income (loss)
|
$4,320
|
$1,318
|
($3,652
|
)
|
($1,706
|
)
|
$280
|
|||
Total assets as of December 30, 2017
|
$35,121
|
$22,718
|
$6,288
|
$9,152
|
$73,279
|
|||||
Capital expenditures
|
$472
|
$494
|
-
|
$74
|
$1,040
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Fiscal Year Ended
December 31, 2016
|
Engineering
|
Specialty Health Care
|
Information
Technology
|
Corporate
|
Total
|
|||||
Revenue
|
$73,853
|
$59,783
|
$42,812
|
$ -
|
$176,448
|
|||||
Cost of services
|
54,182
|
44,091
|
31,145
|
-
|
129,418
|
|||||
Gross profit
|
19,671
|
15,692
|
11,667
|
-
|
47,030
|
|||||
Selling, general and administrative
|
15,168
|
13,947
|
10,948
|
-
|
40,063
|
|||||
Legal, office closures and other
charges
|
-
|
-
|
-
|
1,283
|
1,283
|
|||||
Change in contingent consideration
|
285
|
-
|
-
|
-
|
285
|
|||||
Depreciation and amortization
|
1,120
|
257
|
192
|
-
|
1,569
|
|||||
Operating income (loss)
|
$3,098
|
$1,488
|
$527
|
($1,283
|
)
|
$3,830
|
||||
Total assets
|
$35,535
|
$18,565
|
$11,705
|
$4,026
|
$69,831
|
|||||
Capital expenditures
|
$620
|
$149
|
$52
|
$25
|
$846
|
Fiscal Year Ended
|
|||||
December 30,
|
December 31,
|
||||
2017
|
2016
|
||||
Revenues
|
|||||
United States
|
$152,232
|
$146,950
|
|||
Canada
|
30,084
|
24,423
|
|||
Puerto Rico
|
4,043
|
5,075
|
|||
Serbia
|
378
|
-
|
|||
$186,737
|
$176,448
|
Fiscal Year Ended
|
|||||
December 30,
|
December 31,
|
||||
2017
|
2016
|
||||
Total Assets
|
|||||
United States
|
$52,595
|
$53,842
|
|||
Canada
|
15,419
|
13,953
|
|||
Puerto Rico
|
1,891
|
2,036
|
|||
Serbia
|
3,374
|
-
|
|||
$73,279
|
$69,831
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
December 30,
2017
|
December 31,
2016
|
|||
Tax (benefit) expense on taxable (loss)
income at statutory rate of 34.0%
|
($83
|
)
|
$1,123
|
|
State and Puerto Rico income taxes,
net of Federal income tax benefit
|
(248
|
)
|
263
|
|
USA 179D and Canadian R&D tax credits
|
(603
|
)
|
-
|
|
Permanent differences
|
458
|
186
|
||
Worthless stock deduction
|
(2,861
|
)
|
-
|
|
Foreign income tax rates
|
(92
|
)
|
17
|
|
Impact on net deferred tax assets from 2018
Federal tax rate change
|
1,015
|
-
|
||
Transition repatriation taxes
|
198
|
-
|
||
Other
|
(39
|
)
|
(45
|
)
|
Total income tax (benefit) expense
|
($2,255
|
)
|
$1,544
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Fiscal Years Ended
|
|||||
December 30,
2017
|
December 31,
2016
|
||||
Current
|
|||||
Federal
|
($471
|
)
|
$688
|
||
State and local
|
118
|
402
|
|||
Foreign
|
237
|
(3
|
)
|
||
(116
|
)
|
1,087
|
|||
Deferred
|
|||||
Federal
|
(1,841
|
)
|
372
|
||
State
|
(495
|
)
|
108
|
||
Foreign
|
197
|
(23
|
)
|
||
(2,139
|
)
|
457
|
|||
Total
|
($2,255
|
)
|
$1,544
|
Fiscal Years Ended
|
||||
December 30,
2017
|
December 31,
2016
|
|||
United States
|
($1,660
|
)
|
$3,430
|
|
Foreign Jurisdictions
|
1,415
|
(128
|
)
|
|
($245
|
)
|
$3,302
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Unrecognized Tax Benefits
|
||
Balance as of December 31, 2016
|
$628
|
|
Charges for current year tax positions
|
-
|
|
Reserves for current year tax position
|
-
|
|
Balance as of December 30, 2017
|
$628
|
December 30,
2017
|
December 31,
2016
|
|||
Deferred tax assets:
|
||||
Allowance for doubtful accounts
|
$235
|
$451
|
||
Federal and state net operating loss carryforward
|
2,501
|
-
|
||
Reserves and accruals
|
435
|
394
|
||
Other
|
53
|
323
|
||
Total deferred tax assets
|
3,224
|
1,168
|
||
Deferred tax liabilities:
|
||||
Acquisition amortization, net
|
(206
|
)
|
(100
|
)
|
Prepaid expense deferral
|
(503
|
)
|
(750
|
)
|
Bonus depreciation to be reversed
|
(326
|
)
|
(466
|
)
|
Canada deferred tax liability, net
|
(431
|
)
|
(234
|
)
|
Total deferred tax liabilities
|
(1,466
|
)
|
(1,550
|
)
|
Total deferred tax (liability) asset, net
|
$1,758
|
($382
|
)
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
16.
|
CONTINGENCIES
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Fiscal Years
|
Amount
|
2018
|
$3,036
|
2019
|
1,695
|
2020
|
1,056
|
2021
|
516
|
2022
|
304
|
Total
|
$6,607
|
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 30, 2017 and December 31, 2016
(Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
SCHEDULE II
|
Column A
|
Column B
|
Column C
|
Column D
|
Column E
|
|||
Description
|
Balance at
Beginning
of Period
|
Charged to
Costs and
Expenses
|
Deduction
|
Balance at
End of
Period
|
|||
Fiscal Year Ended December 30, 2017
|
|||||||
Allowance for doubtful
accounts on trade receivables
|
$1,402
|
662
|
(1,097
|
)
|
$967
|
||
Provision for contingencies for
legal matters
|
$455
|
192
|
(522
|
)
|
$125
|
||
Fiscal Year Ended December 31, 2016
|
|||||||
Allowance for doubtful
accounts on trade receivables
|
$1,432
|
650
|
(680
|
)
|
$1,402
|
||
Provision for contingencies for
legal matters
|
$214
|
455
|
(214
|
)
|
$455
|
EXHIBIT INDEX
|
Amendment No. 1 to Executive Severance Agreement between RCM Technologies, Inc. and Rocco Campanelli dated December 26, 2017. (Filed herewith)
|
||
Amendment No. 1 to Executive Severance Agreement between RCM Technologies, Inc. and Kevin Miller dated December 26, 2017. (Filed herewith)
|
||
Subsidiaries of the Registrant.
|
||
Consent of EisnerAmper LLP.
|
||
Certification of Chief Executive Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.
|
||
Certification of Chief Financial Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.
|
||
Certifications of Chief Executive Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
|
||
Certifications of Chief Financial Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
|
||
(101.INS)
|
XBRL Instance Document
|
|
(101.SCH)
|
XBRL Taxonomy Extension Schema Document
|
|
(101.CAL)
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
(101.LAB)
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
(101.PRE)
|
XBRL Taxonomy Extension Presentation Linkbase Documents
|
|
(101.DEF)
|
XBRL Taxonomy Definition Linkbase Document
|
|
*
|
Constitutes a management contract or compensatory plan or arrangement.
|
Date: March 7, 2018
|
/s/
|
Rocco Campanelli
|
Rocco Campanelli
President and Chief Executive Officer
|
Date: March 7, 2018
|
/s/
|
Kevin D. Miller
|
Kevin D. Miller
Chief Financial Officer, Treasurer and Secretary
|
/s/
|
Rocco Campanelli
|
Rocco Campanelli
President and Chief Executive Officer
March 7, 2018
|
/s/
|
Kevin D. Miller
|
Kevin D. Miller
Chief Financial Officer, Treasurer and Secretary
March 7, 2018
|
"19. |
Rabbi Trust. If a Change in Control occurs while this Agreement is in effect, the Company shall establish, effective as of the date of the Change in Control, a rabbi trust based on the Internal Revenue Service ("IRS") model rabbi trust as provided in IRS Revenue Procedure 92-64 (the "Rabbi Trust"), and the Company shall contribute, effective as of the date of the Change in Control, to such Rabbi Trust an amount equal to the greater of (i) the sum of the cash amount payable pursuant to (A) Section 3(b)(i) and (B) Section 3(b)(ii) of the Agreement or (ii) the Change in Control Payment. If amounts become payable under the Agreement following the date of the Change in Control, such amounts shall be paid from the Rabbi Trust to the Executive at the time(s) and in the form(s) provided under the Agreement and subject to the terms and conditions of the Agreement. The Company shall be solely responsible for all fees related to the implementation, maintenance and/or termination of the Rabbi Trust."
|
"19. |
Rabbi Trust. If a Change in Control occurs while this Agreement is in effect, the Company shall establish, effective as of the date of the Change in Control, a rabbi trust based on the Internal Revenue Service ("IRS") model rabbi trust as provided in IRS Revenue Procedure 92-64 (the "Rabbi Trust"), and the Company shall contribute, effective as of the date of the Change in Control, to such Rabbi Trust an amount equal to the greater of (i) the sum of the cash amount payable pursuant to (A) Section 3(b)(i) and (B) Section 3(b)(ii) of the Agreement or (ii) the Change in Control Payment. If amounts become payable under the Agreement following the date of the Change in Control, such amounts shall be paid from the Rabbi Trust to the Executive at the time(s) and in the form(s) provided under the Agreement and subject to the terms and conditions of the Agreement. The Company shall be solely responsible for all fees related to the implementation, maintenance and/or termination of the Rabbi Trust."
|
Date: March 7, 2018
|
/s/
|
Rocco Campanelli
|
Rocco Campanelli
President and Chief Executive Officer
|
Date: March 7, 2018
|
/s/
|
Kevin D. Miller
|
Kevin D. Miller
Chief Financial Officer, Treasurer and Secretary
|
/s/
|
Rocco Campanelli
|
Rocco Campanelli
President and Chief Executive Officer
March 7, 2018
|
/s/
|
Kevin D. Miller
|
Kevin D. Miller
Chief Financial Officer, Treasurer and Secretary
March 7, 2018
|
Document And Entity Information - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 30, 2017 |
Mar. 07, 2018 |
Jun. 30, 2017 |
|
Document Information [Line Items] | |||
Entity Registrant Name | RCM TECHNOLOGIES INC | ||
Entity Central Index Key | 0000700841 | ||
Trading Symbol | rcmt | ||
Current Fiscal Year End Date | --12-30 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 12,239,758 | ||
Entity Public Float | $ 26.3 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 30, 2017 | ||
Document Fiscal Year Focus | 2017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets (Parentheticals) - $ / shares |
Dec. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Preferred stock par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock, authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, issued (in shares) | 15,017,522 | 14,716,940 |
Common stock, outstanding (in shares) | 12,194,350 | 11,953,080 |
Treasury stock, shares (in shares) | 2,823,172 | 2,763,860 |
Consolidated Statements of Income - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
Revenues | $ 186,737 | $ 176,448 |
Cost of services | 138,350 | 129,418 |
Gross profit | 48,387 | 47,030 |
Operating costs and expenses | ||
Selling, general and administrative | 40,385 | 40,063 |
Depreciation and amortization | 1,757 | 1,569 |
Legal, office closures and other charges | 1,447 | 1,283 |
Tax credit professional fees | 259 | 0 |
Change in contingent consideration | 781 | 285 |
Goodwill impairment | 3,478 | 0 |
Operating costs and expenses | 48,107 | 43,200 |
Operating income | 280 | 3,830 |
Other (expense) income | ||
Interest expense and other, net | (590) | (539) |
Gain on foreign currency transactions | 65 | 11 |
Other expense | (525) | (528) |
(Loss) income before income taxes | (245) | 3,302 |
Income tax (benefit) expense | (2,255) | 1,544 |
Net income | $ 2,010 | $ 1,758 |
Basic and diluted net income per share (in dollars per share) | $ 0.17 | $ 0.14 |
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
Net income | $ 2,010 | $ 1,758 |
Other comprehensive income | 183 | 267 |
Total comprehensive income | $ 2,193 | $ 2,025 |
Note 1 - Summary of Significant Accounting Policies |
12 Months Ended |
---|---|
Dec. 30, 2017 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business and Basis of Presentation RCM Technologies , Inc. (the “Company” or “RCM”) is a premier provider of business and technology solutions designed to enhance and maximize the operational performance of its customers through the adaptation and deployment of advanced engineering and information technology services. Additionally, the Company provides specialty health care staffing services through its Specialty Health Care Services group. RCM’s offices are primarily located in major metropolitan centers throughout North America. The consolidated financial statements are comprised of the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results or operations.Cash and Cash Equivalents The Company considers its holdings of highly liquid money-market instruments and certificates of deposits to be cash equivalents if the securities mature within 90 days from the date of acquisition. These investments are carried at cost, which approximates fair value. The Company’s cash balances are maintained in accounts held by major banks and financial institutions. The majority of these balances may exceed federally insured amounts. The Company held $0.1 December 30, 2017 and December 31, 2016, which was held principally in Canadian dollars. Fair Value of Financial Instruments The Company ’s carrying value of financial instruments, consisting primarily of accounts receivable, transit accounts receivable, accounts payable and accrued expenses, and transit accounts payable and borrowings under line of credit approximates fair value due to their liquidity or their short-term nature. 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.Accounts Receivable and Allowance for Doubtful Accounts The Company ’s accounts receivable are primarily due from trade customers. Credit is extended based on evaluation of customers’ financial condition and, generally, collateral is not required. Accounts receivable payment terms vary and are stated in the financial statements at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the payment terms are considered past due. The Company determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables previously written off are credited to bad debt expense.Accrued and Unbilled Accounts Receivable and Work-in-Process Unbilled receivables primarily represent revenues earned whereby those services are ready to be billed as of the balance sheet ending date. Work-in-process primarily represents revenues earned under contracts which the Company is contractually precluded from invoicing until future dates as project milestones are realized. See Note 4 for further details.Transit Receivables and Transit Payables From time to time, the Company ’s Engineering segment enters into agreements to provide, among other things, construction management and engineering services. In certain circumstances, the Company may acquire equipment as a purchasing agent for the client for a fee. Pursuant to these agreements, the Company: a) may engage subcontractors to provide construction or other services or contracts with manufacturers on behalf of the Company’s clients to procure equipment or fixtures; b) typically earns a fixed percentage of the total project value or a negotiated mark-up on subcontractor or procurement charges as a fee; and c) assumes no ownership or risks of inventory. In such situations, the Company acts as an agent under the provisions of “Overall Considerations of Reporting Revenue Gross as a Principal versus Net as an Agent” and therefore recognizing revenue on a “net-basis.” The Company records revenue on a “net” basis on relevant engineering and construction management projects, which require subcontractor/procurement costs or transit costs. In those situations, the Company charges the client a negotiated fee, which is reported as net revenue when earned. Under the terms of the agreements, the Company is typically not required to pay the subcontractor until after the corresponding payment from the Company’s end-client is received. Upon invoicing the end-client on behalf of the subcontractor or staffing agency the Company records this amount simultaneously as both a “transit account receivable” and “transit account payable” as the amount when paid to the Company is due to and generally paid to the subcontractor within a few days. The Company typically does not pay a given transit account payable until the related transit account receivable is collected. The Company’s transit accounts payable generally exceeds the Company’s transit accounts receivable but absolute amounts and spreads fluctuate significantly from quarter to quarter in the normal course of business. The transit accounts receivable was $ 3.0 million and related transit accounts payable was $4.7 million, for a net liability of $1.7 million, as of December 30, 2017. The transit accounts receivable was $4.3 million and related transit accounts payable was $6.8 million, for a net liability of $2.5 million, as of December 31, 2016. Property and Equipment Property and equipment are stated at cost net of 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. Most hardware and software as well as furniture and office equipment is depreciated or amortized over five Intangible Assets The Company ’s intangible assets have been generated through acquisitions. The Company maintains responsibility for valuing and determining the useful life of intangible assets. As a general rule, the Company amortizes restricted covenants over four years and customer relationships over six years. However, circumstances may dictate other amortization terms as determined by the Company and assisted by their third party advisors.Canadian Sales Tax The Company is required to charge and collect sales tax for all Canadian clients and remits invoiced sales tax monthly to the Canadian taxing authorities whether collected or not. The Company does not collect the sales tax from its clients until they have paid their respective invoices. The Company includes uncollected Canadian sales tax invoiced to clients in its prepaid and other current assets.Goodwill Goodwill is not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350 “Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment” (“ASC Topic 350” ). The Company tests goodwill for impairment on an annual basis as of the last day of the Company’s fiscal December each year or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company has three reporting units. The Company uses a market-based approach to determine the fair value of the reporting units. This approach uses earnings/revenue multiples of similar companies recently completing acquisitions and the ability of our reporting units to generate cash flows as measures of fair value of our reporting units. The Company adopted Accounting Standards Update (“ASU”) 2017 -04, “Intangibles - Goodwill and Other (Topic 350 ): Simplifying the Test for Goodwill Impairment” effective December 30, 2017 which has eliminated Step 2 from the goodwill impairment test. Under this update, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. As of December 30, 2017, the carrying amount of our Information Technology reporting unit exceeded its fair value; therefore, the Company recorded a goodwill impairment charge of $3.5 million in the fiscal year ended December 30, 2017. This charge is recognized as “Goodwill Impairment” on our Consolidated Statements of Income. The remaining goodwill balance as of December 30, 2017 in the Information Technology segment was approximately $2.0 million. The continued future decline of our revenue, cash flows and/or stock price may give rise to a triggering event that may require the Company to record additional impairment charges on goodwill in the future. The Company did not record a goodwill impairment charge in the fiscal year ended December 31, 2016. During all periods presented, the Company determined that the existing qualitative factors did not suggest that an impairment of goodwill exists for both its Engineering and Specialty Healthcare Segments. There can be no assurance that future indicators of impairment and tests of goodwill impairment will not result in impairment charges for both its Engineering and Specialty Healthcare segments.Long-Lived and Intangible Assets The Company evaluates long-lived assets and intangible assets with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When it is probable that undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value. Assets to be disposed of by sale, if any, are reported at the lower of the carrying amount or fair value less cost to sell.Software In accordance with “Accounting for Costs of Computer Software Developed or Obtained for Internal Use,” certain costs related to the development or purchase of internal-use software are capitalized and amortized over the estimated useful life of the software. During the fiscal years ended December 30, 2017 and December 31, 2016, the Company capitalized approximately $594 and $434, respectively, for software costs. The net balance after accumulated depreciation for all software costs capitalized as of December 30, 2017 and December 31, 2016 was $1,841 and $2,018, respectively.Income Taxes The Company makes judgments and interpretations based on enacted tax laws, published tax guidance, as well as estimates of future earnings. These judgments and interpretations affect the provision for income taxes, deferred tax assets and liabilities and the valuation allowance. The Company evaluated the deferred tax assets and determined on the basis of objective factors that the net assets will be realized through future years’ taxable income. In the event that actual results differ from these estimates and assessments, additional valuation allowances may be required. The Company did not December 30, 2017 or December 31, 2016. The Company accounts for income taxes in accordance with “Accounting for Income Taxes” which requires an asset and liability approach of accounting for income taxes. “Accounting for Income Taxes” requires assessment of the likelihood of realizing benefits associated with deferred tax assets for purposes of determining whether a valuation allowance is needed for such deferred tax assets. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The Tax Cuts and Jobs Act, which was enacted in December 2017, includes a number of changes to existing U.S. tax laws, most notably the reduction of the U.S. corporate income tax rate from up to 35% to 21%, beginning in 2018. The Company measures its deferred tax assets and liabilities using the tax rates that the Company believes will apply in the years in which the temporary differences are expected to be recovered or paid. As a result, the Company remeasured its deferred tax assets and deferred tax liabilities to reflect the reduction in the U.S. corporate income tax rate, resulting in a $1.0 million decrease in the Company’s income tax benefit (or increase in income tax expense) for the fiscal year ended December 30, 2017. The Company and its wholly owned U.S. subsidiaries file a consolidated federal income tax return. The Company also files tax returns in Canada and Serbia.The Company also follows the provisions of “ Accounting for Uncertainty in Income Taxes” which prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. The Company’s policy is to record interest and penalty, if any, as interest expense. Revenue Recognition The Company derives its revenues from several sources. The Company ’s Engineering Services and Information Technology Services segments perform consulting and project solutions services. All of the Company’s segments perform staff augmentation services and derive revenue from permanent placement fees. The majority of the Company’s revenues are invoiced on a time and materials basis. Project Services The Company recognizes revenues in accordance with current revenue recognition standards under Accounting Standards Codification (“ASC”) 605, Revenue Recognition, which clarifies application of U.S. generally accepted accounting principles to revenue transactions. Project services are generally provided on a cost-plus, fixed-fee or time-and-material basis. Typically, a customer will outsource a discrete project or activity and the Company assumes responsibility for the performance of such project or activity. The Company recognizes revenues and associated costs on a gross basis as services are provided to the customer and costs are incurred using its employees. The Company, from time to time, enters into contracts requiring the completion of specific deliverables. The Company may recognize revenues on these deliverables at the time the client accepts and approves the deliverables. In instances where project services are provided on a fixed-price basis and the contract will extend beyond a 12 -month period, revenue is recorded in accordance with the terms of each contract. In some instances, revenue is billed at the time certain milestones are reached, as defined in the contract. Revenues under these arrangements are recognized as the costs on these contracts are incurred. Amounts invoiced in excess of revenues recognized are recorded as deferred revenue, included in accounts payable and accrued expenses on the accompanying consolidated balance sheets. In other instances, revenue is billed and recorded based upon contractual rates per hour (i.e., percentage of completion). In addition, some contracts contain “Performance Fees” (bonuses) for completing a contract under budget. Performance Fees, if any, are recorded when earned. Some contracts also limit revenues and billings to specified maximum amounts. Provision for contract losses, if any, are made in the period such losses are determined. For contracts where there is a deliverable, the work is not complete on a specific deliverable and the revenue is not recognized, the costs are deferred. The associated costs are expensed when the related revenue is recognized.See description of revenue recognition policy for construction management and engineering services below in “transit receivables and transit payables.” Consulting and Staffing Services Revenues derived from consulting and staffing services are recorded on a gross basis as services are performed and associated costs have been incurred using employees of the Company. These services are typically billed on a time and material basis. In certain cases, the Company may utilize other companies and their employees to fulfill customer requirements. In these cases, the Company receives an administrative fee for arranging for, billing for, and collecting the billings related to these companies. The customer is typically responsible for assessing the work of these companies who have responsibility for acceptability of their personnel to the customer. Under these circumstances, the Company’s reported revenues are net of associated costs (effectively recognizing the net administrative fee only). Transit Receivables and Transit Payables From time to time, the Company ’s Engineering segment enters into agreements to provide, among other things, construction management and engineering services. In certain circumstances, the Company may acquire equipment as a purchasing agent for the client for a fee. Pursuant to these agreements, the Company: a) may engage subcontractors to provide construction or other services or contracts with manufacturers on behalf of the Company’s clients to procure equipment or fixtures; b) typically earns a fixed percentage of the total project value or a negotiated mark-up on subcontractor or procurement charges as a fee; and c) assumes no ownership or risks of inventory. In such situations, the Company acts as an agent under the provisions of “Overall Considerations of Reporting Revenue Gross as a Principal versus Net as an Agent” and therefore recognizing revenue on a “net-basis.” The Company records revenue on a “net” basis on relevant engineering and construction management projects, which require subcontractor/procurement costs or transit costs. In those situations, the Company charges the client a negotiated fee, which is reported as net revenue when earned. During the fifty-two week period ended December 30, 2017, total gross billings, including both transit cost billings and the Company’s earned fees, was $38.9 million, for which the Company recognized $26.1 million of its net fee as revenue. During the fifty-two week period ended December 31, 2016, total gross billings, including both transit cost billings and the Company’s earned fees, was $49.7 million, for which the Company recognized $27.3 million of its net fee as revenue. The net fee revenue from these agreements represented 14.0% of the Company’s total revenues for the fifty-two week period ended December 30, 2017 as compared to 15.5% for the comparable prior year period.Under the terms of the agreements, the Company is typically not required to pay the subcontractor until after the corresponding payment from the Company’s end-client is received. Upon invoicing the end-client on behalf of the subcontractor or staffing agency the Company records this amount simultaneously as both a “transit account receivable” and “transit account payable” as the amount when paid to the Company is due to and generally paid to the subcontractor within a few days. The Company typically does not pay a given transit account payable until the related transit account receivable is collected. The Company’s transit accounts payable generally exceeds the Company’s transit accounts receivable but absolute amounts and spreads fluctuate significantly from quarter to quarter in the normal course of business. The transit accounts receivable was $3.0 million and related transit accounts payable was $4.7 million, a net payable of $1.7 million, as of December 30, 2017. The transit accounts receivable was $4.3 million and related transit accounts payable was $6.8 million, a net payable of $2.5 million, as of December 31, 2016. Permanent Placement Services The Company earns permanent placement fees from providing permanent placement services. Fees for placements are recognized at the time the candidate commences employment. The Company guarantees its permanent placements on a prorated basis for 90 days. In the event a candidate is not retained for the 90 -day period, the Company will provide a suitable replacement candidate. In the event a replacement candidate cannot be located, the Company will provide a prorated refund to the client. An allowance for refunds, based upon the Company’s historical experience, is recorded in the financial statements. Permanent placement revenues were $2.6 million and $3.6 million for the fiscal years ended December 30, 2017 and December 31, 2016, respectively.Concentration During the fiscal year ended December 30, 2017 , Sikorsky Aircraft represented 10.4% of the Company’s revenues. No other client accounted for 10% or more of total revenues during the year. As of December 30, 2017 the following clients represented more than 10.0% of the Company’s accounts receivable, net: New York City Board of Education was 14.9% and New York Power Authority was 11.9%. As of December 30, 2017, New York Power Authority total accounts receivable balance (including transit accounts receivable) was 14.0% of the total of accounts receivable, net and transit accounts receivable. No other customer accounted for 10% or more of the Company’s accounts receivable, net or total accounts receivable balance (including transit accounts receivable). The Company’s five, ten and twenty largest customers accounted for approximately 37.9%, 51.4% and 65.2%, respectively, of the Company’s revenues for the fiscal year ended December 30, 2017. During the fiscal year ended December 31, 2016, no client accounted for more than 10.0% of total revenues. As of December 31, 2016 the following clients represented more than 10.0% of the Company’s accounts receivable, net: New York Power Authority was 17.6%. As of December 31, 2016, New York Power Authority total accounts receivable balance (including transit accounts receivable of $0.5 million) was $8.4 million or 17.0% of the total of accounts receivable, net and transit accounts receivable. No other customer accounted for 10% or more of the Company’s accounts receivable, net or total accounts receivable balance (including transit accounts receivable). The Company’s five, ten and twenty largest customers accounted for approximately 31.8%, 47.7% and 60.8%, respectively, of the Company’s revenues for the fiscal year ended December 31, 2016. Foreign Currency Translation The functional currency of the Company ’s Canadian and Serbian subsidiaries is the local currency. Assets and liabilities are translated at period-end exchange rates. Income and expense items are translated at weighted average rates of exchange prevailing during the year. Any translation adjustments are included in the accumulated other comprehensive income account in stockholders’ equity. Transactions executed in different currencies resulting in exchange adjustments are translated at spot rates and resulting foreign exchange transaction gains and losses are included in the results of operations. Comprehensive Income Comprehensive income consists of net income and foreign currency translation adjustments. Per Share Data Basic net income per share is calculated using the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated using the weighted-average number of common shares plus dilutive potential common shares outstanding during the period. Potential dilutive common shares consist of stock options and other stock-based awards under the Company ’s stock compensation plans, when their impact is dilutive. Because of the Company’s capital structure, all reported earnings pertain to common shareholders and no other adjustments are necessary. Share - Based Compensation The Company recognizes share-based compensation over the vesting period of an award based on fair value at the grant date determined using the Black-Scholes option pricing model. Certain assumptions are used to determine the fair value of stock-based payment awards on the date of grant and require subjective judgment. Because employee stock options have characteristics significantly different from those of traded options, and because changes in the input assumptions can materially affect the fair value estimate, the existing models may not provide a reliable single measure of the fair value of the employee stock options. Management assesses the assumptions and methodologies used to calculate estimated fair value of stock-based compensation when share-based awards are granted. Circumstances may change and additional data may become available over time, which could result in changes to these assumptions and methodologies and thereby materially impact our fair value determination. See Note 11 for additional share-based compensation information.Restricted share units are recognized at their fair value. The amount of compensation cost is measured on the grant date fair value of the equity instrument issued. The compensation cost of the restricted share units is recognized over the vesting period of the restricted share units on a straight-line basis. Restricted share units typically include dividend accrual equivalents, which means that any dividends paid by the Company during the vesting period become due and payable after the vesting period assuming the grantee’s restricted stock unit fully vests. Dividends for these grants are accrued on the dividend payment dates and included in accounts payable and accrued expenses on the accompanying consolidated balance sheet. Dividends for restricted share units that ultimately do not vest are forfeited.Advertising Costs Advertising costs are expensed as incurred. Total advertising expense was $ 700 and $643 for the fiscal years ended December 30, 2017 and December 31, 2016, respectively. |
Note 2 - Fiscal Year |
12 Months Ended | ||
---|---|---|---|
Dec. 30, 2017 | |||
Notes to Financial Statements | |||
Business Description and Basis of Presentation [Text Block] |
The Company follows a 52/53 week fiscal reporting calendar ending on the Saturday closest to December 31. Both of the fiscal years ended December 30, 2017 ( fiscal 2017 ) and December 31, 2016 ( fiscal 2016 ) were 52 -week reporting years. |
Note 3 - Use of Estimates and Uncertainties |
12 Months Ended | ||
---|---|---|---|
Dec. 30, 2017 | |||
Notes to Financial Statements | |||
Basis of Presentation and Significant Accounting Policies [Text Block] |
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, revenues and expenses and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. The Company uses estimates to calculate an allowance for doubtful accounts on its accounts receivables, adequacy of reserves, goodwill impairment, if any, equity compensation, the tax rate applied and the valuation of certain assets and liability accounts. These estimates can be significant to the operating results and financial position of the Company. The Company has risk participation arrangements with respect to workers compensation and health care insurance. The amounts included in the Company ’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, and transit accounts payable and borrowings under line of credit approximates fair value due to their liquidity or their short-term nature. 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. |
Note 4 - Accounts Receivable, Transit Accounts Receivable and Transit Accounts Payable |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] |
The Company ’s accounts receivable are comprised as follows:
Unbilled receivables primarily represent revenues earned whereby those services are ready to be billed as of the balance sheet ending date. Work-in-pro gress primarily represents revenues earned under contracts which the Company contractually invoices at future dates. The Company has a dispute with a customer that is a major utility in the United States. Essentially, the customer has not paid the balance of accounts receivable the Company believes are owed to the Company. The Company recently compelled arbitration with this customer. The total amount due from this customer is $6.9 million, subject to an upward adjustment following disclosures by the customer in the arbitration. Additionally, as part of the arbitration process, the customer has asserted counter claims of $9.3 million. The Company also believes these counter claims were retaliatory in nature. Prior to the arbitration, the customer had not asserted any claims. The Company believes these asserted claims have no merit and were merely asserted as a strategy to reduce the Company’s claims in any arbitration award or potential settlement agreement. The Company believes that its accounts receivable balance, subject to reserves, is collectible. Furthermore, the Company believes that this arbitration will conclude sometime in fiscal year 2018. While the Company believes the customer’s counter claims to be frivolous and without merit, it can give no assurances that it will ultimately not have to pay all or a portion of such claims. |
Note 5 - Property and Equipment |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment Disclosure [Text Block] | 5. PROPERTY AND EQUIPMENT Property and equipment are stated at cost and are depreciated on the straight-line method at rates calculated to provide for retirement of assets at the end of their estimated useful lives. The annual rates are 20% for computer hardware and software as well as furniture and office equipment. Leasehold improvements are amortized over the shorter of the estimated life of the asset or the lease term.Property and equipment are comprised of the following:
The Company periodically writes off fully depreciated and amortized assets. In the fiscal years ended December 30, 2017 and December 31, 2016, write-offs were $458 and $2,705, respectively. For the fiscal years ended December 30, 2017 and December 31, 2016, depreciation and amortization expense for property and equipment was $1,691 and $1,489, respectively. |
Note 6 - Acquisitions |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination Disclosure [Text Block] | 6. ACQUISITIONS The purchase method of accounting in accordance with ASC 805, Business Combination, was applied for all acquisitions. This requires the cost of an acquisition to be allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition with the excess cost accounted for as goodwill. Goodwill arising from the acquisitions is attributable to expected sales synergies from combining the operations of the acquired business with those of the Company.Future Contingent Payments As of December 30, 2017, the Company had six active acquisition agreements whereby additional contingent consideration may be earned by the former shareholders: 1 ) effective July 1, 2012 the Company acquired certain assets of BGA, LLC (“BGA”); 2 ) effective August 1, 2014 the Company acquired all of the stock of Point Comm, Inc. (“PCI”); 3 ) effective July 5, 2015, the Company acquired certain assets of Substation Design Services, LLC (“SDS”); 4 ) effective December 31, 2016, the Company acquired certain assets of Allied Health Professionals, LLC (“AHP”); 5 ) effective April 16, 2017 the Company acquired certain assets of R.A.F. Services, Inc. (“RAF”) and 6 ) effective October 1, 2017, the Company acquired all of the stock of PSR Engineering Solutions d.o.o. Beograd (Voždovac) (“PSR ”). The Company estimates future contingent payments at December 30, 2017 as follows:
Estimates of future contingent payments are subject to significant judgment and actual payments may materially differ from estimates. Potential future contingent payments to be made to all active acquisitions are capped at cumulative maximum of $4.1. The Company estimates future contingent consideration in payments based on forecasted performance and recorded at the net present value of those expected payments as of December 30, 2017. The measurement is based on significant inputs that are not observable in the market, which “Fair Value Measurements and Disclosures” (ASU Topic 820 -10 -35 ) refers to as Level 3 inputs.The Company paid $ 1.7 million and $1.0 million in contingent consideration for the fifty-two week periods ended December 30, 2017 and December 31, 2016, respectively. The changes in the liability for contingent consideration from acquisitions for the fi fty- two week periods ended December 30, 2017 and December 31, 2016 are as follows:
AHP Effective December 31, 2016, the Company acquired the business operations of AHP. AHP was a Chicago area healthcare staffing company providing physical therapists, occupational therapists and speech language pathologists to hospitals, rehabilitation centers, schools and outpatient programs. The Company expects the AHP acquisition to complement its Chicago area operations which formerly provided primarily nurses to the Chicago Public School system. AHP will add new clients and expand the Company’s service offerings in the Chicago area. The purchase price for AHP was $695, all of which was allocated to goodwill, payable as follows: 1 ) cash of $275 paid in January 2017; 2 ) an unsecured note payable of $280 to be paid in quarterly installments through October 2018; and 3 ) maximum contingent consideration of $140 tied to certain gross profit targets and, if earned, payable in 2018. RAF Effective April 16, 2017, the Company acquired the business operations of RAF. RAF has been in business since 1991 as a multi-disciplined engineering and consulting and design company headquartered on Long Island. The firm has been providing Engineering, Design, Permitting, Inspection and Construction Management services to the utility, industrial, commercial, and property management industries. RAF specializes in turnkey above ground tank inspection, repair and cleaning services, as well as concrete, steel, masonry, and roofing routine maintenance inspection and design. The purchase price for RAF was $133, all of which was allocated to goodwill as follows: 1 ) assumed liabilities of $123; and 2 ) estimated contingent consideration of $10 was paid in fiscal 2017. PSR Effective October 1, 2017 the Company acquired all of the stock of PSR. PSR was established in Serbia in 2006 and specializes in the design and engineering associated with high voltage substations, design engineering for electrical equipment in power plants, 3D modeling, commissioning, site supervision and other engineering services for clients in Europe, North America, South America and the Middle East. At the time of acquisition, PSR had a highly trained staff of approximately 30 engineers. PSR has acted as a subcontractor to the Company for over three years. The total purchase price of $3,248 included cash at closing of $1,000, estimated contingent consideration of $1,763 and $485 due to seller upon realization of net working capital recorded at closing. As part of the working capital recorded at closing, the Company received cash of $237. The Company allocated $58 to fixed assets and the balance to goodwill. |
Note 7 - Goodwill |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill Disclosure [Text Block] | 7. GOODWILL Goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired in business combinations. The Company is required to assess the carrying value of its reporting units that contain goodwill at least on an annual basis. The Company has the option to first assess qualitative factors to determine whether it is necessary to perform a two -step impairment test. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than the carrying value, the quantitative impairment test is required. The Company formally assesses these qualitative factors, and if necessary, conducts its annual goodwill impairment test as of the last day of the Company’s fiscal December each year or if indicators of impairment exist. As more fully described in Footnote 1 – Summary of Significant Accounting Policies, the Company determined that its Information Technology segment incurred an impairment of goodwill of $3.5 million during fiscal 2017. The changes in the carrying amount of goodwill for the fifty-two week periods ended December 30, 2017 and December 31, 2016 are as follows:
|
Note 8 - Intangible Assets |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets Disclosure [Text Block] | 8. INTANGIBLE ASSETS The Company evaluates long-lived assets and intangible assets with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When the Company determines that it is probable that undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value. Assets to be disposed of by sale, if any, are reported at the lower of the carrying amount or fair value less cost to sell. The Company’s intangible assets consist of customer relationships and non-compete agreements. During all periods presented, the Company determined that no impairment of intangible assets exists. All of the Company ’s intangible assets are associated with its Engineering segment. Amortization expense for the fifty-two week periods ended December 30, 2017 and December 31, 2016 was $66 and $80, respectively.Schedule of Intangible Assets by class at December 30, 2017 and December 31, 2016:
|
Note 9 - Line of Credit |
12 Months Ended | ||
---|---|---|---|
Dec. 30, 2017 | |||
Notes to Financial Statements | |||
Debt Disclosure [Text Block] |
The Company and its subsidiaries are party to a loan agreement with Citizens Bank of Pennsylvania which, as of December 30, 2017, provides for a $35 million revolving credit facility and includes a sub-limit of $5 million for letters of credit (the “Revolving Credit Facility”) and expires December 11, 2019. The Revolving Credit Facility has been amended several times, most recently pursuant to the Ninth Amendment entered into on December 8, 2017 when the Company was granted waivers that expressly allows a cash dividend of up to $12.4 million and waives certain expenses from the Company’s loan covenant calculations, including $1.3 million of certain expenses related legal costs, office closures and other expenses in fiscal 2017, up to $1.0 million consulting expenses for analyzing tax credits for research and development costs and 179D energy savings tax credits on a rolling four quarter basis and up to $4.6 million for goodwill impairment. Borrowings under the Revolving Credit Facility bear interest at one of two alternative rates, as selected by the Company at each incremental borrowing. These alternatives are: (i) LIBOR (London Interbank Offered Rate), plus applicable margin, typically borrowed in fixed 30 -day increments or (ii) the agent bank’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 interest rate, including unused line fees, for the fiscal years ended December 30, 2017 and December 31, 2016 was 2.7% and 2.3%, respectively.All borrowings under the Revolving Credit Facility are collateralized by all of the assets of the Company and its subsidiaries and a pledge of the stock of its subsidiaries. The Revolving Credit Facility also contains various financial and non-financial covenants, such as a covenant that restricts on the Company’s ability to borrow in order to pay dividends. As of December 30, 2017, the Company was in compliance with all covenants contained in its Revolving Credit Facility.Borrowings under the line of credit as of December 30, 2017 and December 31, 2016 were $27.3 million and $14.3 million, respectively. At December 30, 2017 and December 31, 2016, there were letters of credit outstanding for $0.8 million. At December 30, 2017, the Company had availability for additional borrowings under the Revolving Credit Facility of $6.9 million. February 2018 Amendment: On February 14, 2018, the Company entered into a Tenth Amendment (the “Amendment”) to that certain Amended and Restated Loan and Security Agreement, dated as of February 19, 2009, as previously amended (as amended by the Amendment, the “Loan Agreement”), by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender. The Amendment sets forth an increase to the Revolving Credit Limit (as defined in the Loan Agreement) from $35.0 million to $40.0 million. |
Note 10 - Per Share Data |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Text Block] | 10. PER SHARE DATAThe Company uses the treasury stock method to calculate the weighted-average shares used for diluted earnings per share. The number of common shares used to calculate basic and diluted earnings per share for the fiscal years ended December 30, 2017 and December 31, 2016 was determined as follows:
For the year ended December 30, 2017 there were no anti-dilutive shares not included in the calculation of common stock equivalents. For the year ended December 31, 2016 there were 40,000 anti-dilutive shares not included in the calculation of common stock equivalents. These shares were not included in the calculation of dilutive stock equivalents because the exercise prices of these shares were higher than the average price of all shares for the same period.Unissued shares of common stock were reserved for the following purposes:
|
Note 11 - Share Based Compensation |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 11. SHARE BASED COMPENSATION At December 30, 2017, the Company had two share-based employee compensation plans. The Company measures the fair value of share-based awards, if and when granted, based on the Black-Scholes method and using the closing market price of the Company’s common stock on the date of grant. Awards vest over periods ranging from one to three years and expire within 10 years of issuance. Share-based compensation expense related to time-based awards is amortized in accordance with applicable vesting periods using the straight-line method. The Company vests performance-based awards only when the performance metrics are likely to be achieved and the associated awards are therefore likely to vest. Performance-based share awards that are likely to vest are also expensed on a straight-line basis over the vesting period but may vest on a retroactive basis or be reversed, depending on when it is determined that they are likely to vest, or in the case of a reversal when they are later determined to be unlikely to vest. Share-based compensation expense of $ 770 and $901 was recognized for the fiscal years ended December 30, 2017 and December 31, 2016, respectively. Share based compensation for the fiscal years ended December 30, 2017 and December 31, 2016 did not include any expense associated with performance-based awards since they were, as of December 30, 2017 and December 31, 2016 , determined to be unlikely to vest.As of December 30, 2017, the Company had approximately $0.4 million of total unrecognized compensation cost related to all time-based non-vested share-based awards granted under the Company’s various share-based plans, which the Company expects to recognize over fiscal 2017. These amounts do not include a) performance-based restricted stock units, b) the cost of any additional share-based awards that may be granted in future periods or c) the impact of any potential changes in the Company’s forfeiture rate. During fiscal 2016, the Company’s Compensation Committee of the Board of Directors adopted a Long Term Incentive Plan (“LTIP”) for certain executives. The LTIP is anticipated to issue restricted share units each fiscal year that are contingent upon achieving certain performance metrics as defined by the Compensation Committee over a three fiscal year performance period. The Company issued 200,000 such performance-based restricted share units in fiscal 2017. As of December 30, 2017, these performance-based restricted share units were deemed unlikely to vest and therefore no expense has been recognized. 2014 Omnibus Equity Compensation Plan (the 2014 Plan)The 2014 Plan, approved by the Company’s stockholders in December 2014, provides for the issuance of up to 625,000 shares of the Company’s common stock to officers, non-employee directors, employees of the Company and its subsidiaries or consultants and advisors utilized by the Company. The Compensation Committee of the Board of Directors determines the vesting period at the time of grant. In fiscal 2016, the Company amended the 2014 Plan with shareholder approval to increase the aggregate number of shares of stock reserved for issuance under the Plan by an additional 500,000 shares so that the total number of shares of stock reserved for issuance under the Plan shall be 1,125,000 shares and to extend the expiration date of the Plan to December 1, 2026. As of December 30, 2017, under the 2014 Plan, 87,034 time-based and 400,000 performance-based restricted share units were outstanding and 332,232 shares were available for awards thereunder. 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 85% of the fair market value of the stock at the commencement or end of the offering period. The purchase plan permits eligible employees to purchase shares of common stock through payroll deductions for up to 10% of qualified compensation, subject to maximum purchases in any one fiscal year of 3,000 shares. In fiscal 2015, the Company amended the Purchase Plan with shareholder approval to increase the aggregate number of shares of stock reserved for issuance or transfer under the Plan by an additional 300,000 shares so that the total number of shares of stock reserved for issuance or transfer under the Plan shall be 1,100,000 shares and to extend the expiration date of the Plan to December 31, 2025. During the fiscal years ended December 30, 2017 and December 31, 2016, there were 90,931 and 81,225 shares issued under the Purchase Plan for net proceeds of $394 and $368, respectively. As of December 30, 2017, there were 177,280 shares available for issuance under the Purchase Plan. Compensation expense, representing the discount to the quoted market price, for the Purchase Plan for the fiscal years ended December 30, 2017 and December 31, 2016 was $114 and $108, respectively.Stock Option Awards Transactions related to all stock options under all plans are as follows:
Stock Option Awards (Continued) A summary of the status of our nonvested stock options outstanding as of December 30, 2017, and changes during the year then ended is presented as follows:
Time-Based Restricted Stock Units From time-to-time the Company issues time-based restricted stock units. These time-based restricted stock units typically include dividend accrual equivalents, which means that any dividends paid by the Company during the vesting period become due and payable after the vesting period assuming the grantee’s restricted stock unit fully vests. Dividends for these grants are accrued on the dividend payment dates and included in accounts payable and accrued expenses on the accompanying consolidated balance sheet. Dividends for time-based restricted stock units that ultimately do not vest are forfeited. To date, the Company has only issued time-based restricted stock units under the 2007 and 2014 Plans. The following summarizes the activity in the time-based restricted stock units under the 2007 and 2014 Plans during the fifty-two week period ended December 30, 2017:
Based on the closing price of the Company ’s common stock of $6.25 per share on December 29, 2017 ( the last trading day prior to December 30, 2017), the intrinsic value of the time-based non-vested restricted stock units at December 30, 2017 was approximately $0.5 million. As of December 30, 2017, there was approximately $0.4 million of total unrecognized compensation cost related to time-based restricted stock units, which is expected to be recognized over the vesting period of the restricted stock units.Performance Based Restricted Stock Units From time-to-time the Company issues performance-based restricted stock units to its executives. Performance-based restricted stock units are typically vested based on certain multi-year performance metrics as determined by the Board of Directors Compensation Committee. These performance-based restricted stock units typically include dividend accrual equivalents, which means that any dividends paid by the Company during the vesting period become due and payable after the vesting period on any stock units that actually vest, if any. Dividends for these grants are accrued on the dividend payment dates and included in accounts payable and accrued expenses on the accompanying consolidated balance sheet. Dividends for performance-based restricted stock units that ultimately do not vest are forfeited. To date, the Company has only issued performance-based restricted stock units under the 2014 Plan. The following summarizes the activity in the performance-based restricted stock units during 2017:
As of December 30, 2017, the Company considers the metrics related to 400,000 of the performance-based restricted stock units unlikely to be achieved, thus no performance condition is probable of achievement and no compensation cost has been recognized on the performance-based restricted stock units. The Company will reassess at each reporting date whether achievement of any performance condition is probable and would begin recognizing compensation cost if and when achievement of the performance condition becomes probable. The Company will then recognize the appropriate expense cumulatively in the year performance becomes probable and recognize the remaining compensation cost over the remaining requisite service period.
Based on the closing price of the Company ’s common stock of $6.25 per share on December 29, 2017, the intrinsic value of the non-vested time-based restricted share units at December 30, 2017 was $0.5 million. This amount does not include any intrinsic value that may be associated with the performance-based restricted share units that are deemed unlikely to vest. |
Note 12 - Treasury Stock Transactions |
12 Months Ended | ||
---|---|---|---|
Dec. 30, 2017 | |||
Notes to Financial Statements | |||
Treasury Stock [Text Block] |
On October 28, 2013, the Board of Directors authorized a repurchase program to purchase up to $5.0 million of outstanding shares of common stock at prevailing market prices, from time to time over the subsequent 12 -month period. On September 30, 2014, the Board extended this repurchase program through October 31, 2015. On September 11, 2015, the Board extended this repurchase program through December 31, 2016. On August 9, 2016, the Board authorized an additional $5.0 million to the repurchase program and extended this repurchase program through December 31, 2017. For the fiscal year ended December 30, 2017, the Company repurchased 59,312 shares for an average price of $5.54 per share. For the fiscal year ended December 31, 2016, the Company repurchased 701,114 shares for an average price of $6.07 per share for a total of $4.3 million. As of December 30, 2017, $2.5 million approved funds remain available for future common stock repurchases. |
Note 13 - New Accounting Standards |
12 Months Ended | ||
---|---|---|---|
Dec. 30, 2017 | |||
Notes to Financial Statements | |||
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014 -09, “Revenue from Contracts with Customers,” to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016 -08, “Revenue from Contracts with Customers (Topic 606 ): Principal versus Agent Considerations,” which further clarifies the implementation guidance on principal versus agent considerations,” and in April 2016, the FASB issued ASU 2016 -10, “Revenue from contracts with customers (Topic 606 ): Identifying performance obligations and licensing,” an update on identifying performance obligations and accounting for licenses of intellectual property. Additionally, in May 2016, the FASB issued ASU 2016 -12, “Revenue from contracts with customers (Topic 606 ): Narrow-scope improvements and practical expedients,” which includes amendments for enhanced clarification of the guidance. In December 2016, the FASB issued ASU 2016 -20, “Technical Corrections and Improvements to Topic which continues the FASB’s ongoing project to issue technical corrections and improvements to clarify the codification or correct unintended application of guidance. From the results of the preliminary review, the Company believes the impact of adopting the updated standard will 606, Revenue from Contracts with Customers,”not have a material impact on the Company. Over 90% of the Company’s revenues are generated through time and material invoicing. The clients are invoiced after the hours have been worked and/or the material has been delivered and accepted. The remaining revenue relates to long term projects. The Company recognizes revenue on these projects using the percentage of completion method. The Company reviewed the five -step process for revenue recognition and believes its timing and amount of recognizing revenue on these long term projects would not materially change upon adoption due to the value provided to the customer during the project. However, the Company will include additional disclosure under the new guidance.The guidance is effective for fiscal years beginning on or after December 15, 2017 including interim periods within those fiscal years and early adoption is permitted. We are continuing to evaluate the effect the adoption will have on our consolidated financial statements. The Company expects to adopt this update in its fiscal 2018 first quarter using the modified retrospective approach.In February 2016 the FASB issued ASU No. 2016 -02 , Leases (Topic which amended guidance for lease arrangements in order to increase transparency and comparability by providing additional information to users of financial statements regarding an entity's leasing activities. The revised guidance seeks to achieve this objective by requiring reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements. The guidance, which is required to be adopted in the 842 ), first quarter of 2019, will be applied on a modified retrospective basis beginning with the earliest period presented. Early adoption is permitted. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements.In March 2016, the FASB issued ASU 2016 -09, Compensation – Stock Compensation (Topic . ASU 718 ): Improvement to Employee Share-based Payment Accounting2016 -09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. Additionally, in May 2017, the FASB issued ASU 2017 -09, Compensation – Stock Compensation (Topic ASU 718 ). 2017 -09 clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting under ASC 718. The Company adopted ASU 2016 -09 in its fiscal 2017 first quarter. It did not have a material impact. ASU 2017 -09 is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company will adopt ASU 2017 -10 in its consolidated financial statements in the first quarter of fiscal 2018. It is not expected to have a material impact.In June 2016, the FASB issued ASU 2016 -13, Financial Instruments - Credit Losses (Topic The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. This ASU is effective for financial statements issued for fiscal years beginning after 326 ). December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.In August 2016, the FASB issued ASU No. 2016 -15, Statement of Cash Flows ( Topic 230 ): Classification of Certain Cash Receipts and Cash Payments . ASU 2016 -15 clarifies how certain cash receipts and payments should be presented in the statement of cash flows. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company will adopt ASU 2016 -15 in its consolidated financial statements in the first quarter of fiscal 2018. It is not expected to have a material impact.In January 2017, the FASB issued ASU No. 2017 -01, “Business Combinations” (Topic 805 ) to clarify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. Early adoption is permitted under certain circumstances. The Company will adopt ASU 2017 -01 in its consolidated financial statements in the first quarter of fiscal 2018. It is not expected to have a material impact. In January 2017, the FASB issued ASU No. 2017 -04, “Intangibles – Goodwill and Other” (Topic 350 ). The objective of Phase 1 of the project, which resulted in this Update, is to simplify the testing of goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The guidance is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 including interim periods within those fiscal years. Early adoption is permitted. The Company adopted this standard effective December 30, 2017. |
Note 14 - Segment Information |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting Disclosure [Text Block] | 14. SEGMENT INFORMATION The Company follows “Disclosures about Segments of an Enterprise and Related Information,” which establishes standards for companies to report information about operating segments, geographic areas and major customers. The accounting policies of each 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, 2017.) 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 segments consistent with the Company ’s management system:
The Company derives a majority of its revenue from offices in the United States. Revenues reported for each operating segment are all from external customers. The Company is domiciled in the United States and its segments operate in the United States, Canada and Puerto Rico. Revenues by geographic area for the fiscal years ended December 30, 2017 and December 31, 2016 are as follows:
Total assets by geographic area as of the reported periods are as follows:
|
Note 15 - Income Taxes |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Text Block] | 15. INCOME TAXES On December 22, 2017, the SEC issued guidance under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118” ) directing taxpayers to consider the impact of the Tax Act as “provisional” when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. The changes in the Tax Act are broad and complex. The final impacts of the Tax Act may differ from the Company’s estimates due to, among other things, changes in interpretations of the Tax Act, further legislation related to the Tax Act, changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates to estimates the Company has utilized to calculate the impacts of the Tax Act. The SEC has issued rules that would allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the related tax impacts. The Company currently anticipates finalizing any resulting adjustments by the end of our next fiscal year ending December 29, 2018. The Company, based on current knowledge, did estimate the impact of SAB 118 on its income tax provision for the fifty-two week period ended December 30, 2017. The total impact was an increase to its current year tax expense of $1.2 million, including $1.0 million for a reduction in deferred tax benefit and $0.2 million related to transition repatriation taxes.Generally, the Company ’s relative income or loss generated in each of its jurisdictions 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. Current Canadian tax rates are approximately 26.5% and current Serbian tax rates are typically between 15.0% and 20.0%. The consolidated effective income tax rate for fiscal 2017 was 920.4% as compared to 46.8% for the comparable prior year period. Because of several unusual and large components, especially relative to the Company’s small consolidated pretax loss in dollars, the Company does not consider its fiscal 2017 effective tax rate of 920.4% to be meaningful in and of itself. In order to provide context for the consolidated effective income tax rate of the fiscal 2017, the material components of the fiscal 2017 tax provision, as delineated below, must be considered. The income tax provisions reconciled to the tax computed at the statutory Federal rate are as follows:
The Company ’s statutory federal tax rate for the fifty-two weeks ended December 30, 2017 was 34.0%. The Company experienced several material events for the fifty-two week period that impacted its net income tax benefit of $2.3 million, including 1 ) state and Puerto Rico income tax benefit of $248; 2 ) a USA 179D and Canadian research and development tax credits of $603; 3 ) several permanent differences generating income tax expense of $458; 4 ) a worthless stock deduction for a subsidiary purchased in fiscal 1996 that was closed in fiscal 2017 which generated an income tax benefit of $2.9 million; 5 ) foreign tax benefit, primarily from Canada, of $369; and 5 ) as a result of the federal tax rate change in fiscal 2018 to 21%, an increase to income tax expense of $1.0 million from a reduction in deferred tax assets, net of deferred tax liabilities and $0.2 million related to transition repatriation taxes. The Company’s fiscal 2016 effective tax rate of 46.8% was unusually high due to the following reasons: 1 ) a small pretax loss in the Company’s Canadian operations; and 2 ) normal permanent differences and fixed tax rates in Puerto Rico as both items were spread over a low base of pretax income in the United States.The components of income tax expense (benefit) are as follows:
The components of earnings before income taxes by United States and foreign jurisdictions were as follows:
A reconciliation of the unrecognized tax benefits for the year December 30, 2017:
The total amount of unrecognized tax benefits relating to the Company ’s tax positions is subject to change based on future events including, but not limited to, the settlements of ongoing audits and/or the expiration of applicable statutes of limitations. Although the outcomes and timing of such events are highly uncertain, it is reasonably possible that the balance of gross unrecognized tax benefits will not change during the next 12 months. However, changes in the occurrence, expected outcomes and timing of those events could cause the Company’s current estimate to change materially in the future.The Company accounts for penalties or interest related to uncertain tax positions as part of its provision for income taxes and records such amounts to interest expense. The Company recorded no December 30, 2017 and December 31, 2016. At December 30, 2017 and December 31, 2016, deferred tax assets and liabilities consist of the following:
The Company conducts its operations in multiple tax jurisdictions in the United States, Canada, Puerto Rico and Serbia. The Company and its subsidiaries file a consolidated U.S. Federal income tax return and file in various states. The Company’s federal income tax returns have been examined through 2010. The Internal Revenue Service is currently examining fiscal tax years 2011, 2012, 2013 and 2015. The State of New Jersey is currently examining fiscal tax years 2009 through 2012. Except for New Jersey and other limited exceptions, the Company is no longer subject to audits by state and local tax authorities for tax years prior to 2012. The Company is no longer subject to audit in Canada for the tax years prior to tax year 2013. The Company is no longer subject to audit in Puerto Rico for the tax years prior to tax year 2007. |
Note 16 - Contingencies |
12 Months Ended | ||
---|---|---|---|
Dec. 30, 2017 | |||
Notes to Financial Statements | |||
Contingencies Disclosure [Text Block] |
From time to time, the Company is a defendant or plaintiff in various legal actions that arise in the normal course of business. As such, the Company is required to assess the likelihood of any adverse outcomes to these matters as well as potential ranges of losses and possible recoveries. The Company may not be covered by insurance as it pertains to some or all of these matters. A determination of the amount of the provision required for these commitments and contingencies, if any, which would be charged to earnings, is made after careful analysis of each matter. Once established, a provision may change in the future due to new developments or changes in circumstances, and could increase or decrease the Company’s earnings in the period that the changes are made. Asserted claims in these matters sought approximately $10.0 million in damages (including $9.3 million in counter claims described below) as of December 30, 2017 . As of December 30, 2017, the Company had an accrual of $0.1 million for any such liabilities. The Company has a dispute with a customer that is a major utility in the United States. Essentially, the customer has not paid the balance of accounts receivable the Company believes are owed to the Company. The Company recently compelled arbitration with this customer. The total amount due from this customer is $6.9 million, subject to an upward adjustment following disclosures by the customer in the arbitration. Additionally, as part of the arbitration process, the customer has asserted counter claims of $9.3 million. The Company also believes these counter claims were retaliatory in nature. Prior to the arbitration, the customer had not asserted any claims. The Company believes these asserted claims have no merit and were merely asserted as a strategy to reduce the Company’s claims in any arbitration award or potential settlement agreement. The Company believes that its accounts receivable balance, subject to reserves, is collectible. Furthermore, the Company believes that this arbitration will conclude sometime in fiscal year 2018. While the Company believes the customer’s counter claims to be frivolous and without merit, it can give no assurances that it will ultimately not have to pay all or a portion of such claims.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. |
Note 17 - Retirement Plans |
12 Months Ended |
---|---|
Dec. 30, 2017 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 1 7 . RETIREMENT PLANS Profit Sharing Plan s The Company maintains a 401 (k) profit sharing plan for the benefit of eligible employees in the United States and other similar plans in Canada, Puerto Rico and Serbia (the “Retirement Plans”). The 401 (k) plan includes a cash or deferred arrangement pursuant to Section 401 (k) of the Internal Revenue Code sponsored by the Company to provide eligible employees an opportunity to defer compensation and have such deferred amounts contributed to the 401 (k) plan on a pre-tax basis, subject to certain limitations. The Company, at the discretion of the Board of Directors, may make contributions of cash to match deferrals of compensation by participants in the Retirement Plans. Contributions to the Retirement Plans charged to operations by the Company for the fiscal years ended December 30, 2017 and December 31, 2016 were $477 and $588, respectively. |
Note 18 - Commitments |
12 Months Ended | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | ||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Text Block] | 1 8 . COMMITMENTS Executive Severance Agreements with Rocco Campanelli and Kevin Miller The Company is a party to Executive Severance Agreements (the “Executive Severance Agreements”) as of February 28, 2014 , with Rocco Campanelli, the Company’s President and Chief Executive Officer and Kevin Miller, the Company’s Chief Financial Officer, which set forth the terms and conditions of certain payments to be made by the Company to each executive in the event, while employed by the Company, such executive experiences (a) a termination of employment unrelated to a “Change in Control” (as defined therein) or (b) there occurs a Change in Control and either (i) the executive’s employment is terminated for a reason related to the Change in Control or (ii) the executive remains continuously employed with the Company for a specified period of time following the Change in Control (i.e., twelve months for Mr. Campanelli and three months for Mr. Miller). The Executive Severance Agreements also provide for certain payments, if either (a) the executive is involuntarily terminated by the Company for any reason other than “Cause” (as defined therein), “Disability” (as defined therein) or death, or (b) the executive resigns for “Good Reason” (as defined therein), and, in each case, the termination is not a “Termination Related to a Change in Control” (as defined therein).Leases The Company leases office facilities and various equipment under non-cancelable leases expiring at various dates through November 2022. Certain leases are subject to escalation clauses based upon changes in various factors. The minimum future annual operating lease commitments for leases with non-cancelable terms, exclusive of unknown operating escalation charges, are as follows ($ in thousands):
Rent expense for the fiscal years ended December 30, 2017 and December 31, 2016 was $3,696 and $3,186, respectively. The Company , from time to time, subleases space to other tenants at various office locations under lease agreements. During the fiscal year ended December 30, 2017, payments of approximately $12 were received under these leasing arrangements. During the fiscal year ended December 31, 2016, there were no sublease payments. The Company offsets these payments against its expense for reporting purposes. |
Note 19 - Related Party Transactions |
12 Months Ended |
---|---|
Dec. 30, 2017 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 19 . RELATED PARTY TRANSACTIONS Richard Machon, a director of the Company, from time to time provides consulting services to the Company or for clients of the Company through Mr. Machon ’s company, Machon & Associates. The Company did not pay Machon and Associates in fiscal 2017 and paid $65 in fiscal year 2016. |
Note 20 - Subsequent Events |
12 Months Ended |
---|---|
Dec. 30, 2017 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 20. SUBSEQUENT EVENT S On February 14, 2018, the Company entered into a Tenth Amendment (the “Amendment”) to that certain Amended and Restated Loan and Security Agreement, dated as of February 19, 2009, as previously amended (as amended by the Amendment, the “Loan Agreement”), by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender. The Amendment sets forth an increase to the Revolving Credit Limit (as defined in the Loan Agreement) from $35.0 million to $40.0 million. |
Schedule II - Valuation and Qualifying Accounts and Reserves |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] |
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS AND RESERVES Fiscal Years Ended December 30, 2017 and December 31, 2016 (Dollars in thousands, except share and per share amounts, unless otherwise indicated)
|
Significant Accounting Policies (Policies) |
12 Months Ended |
---|---|
Dec. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Description of Business and Basis of Presentation RCM Technologies , Inc. (the “Company” or “RCM”) is a premier provider of business and technology solutions designed to enhance and maximize the operational performance of its customers through the adaptation and deployment of advanced engineering and information technology services. Additionally, the Company provides specialty health care staffing services through its Specialty Health Care Services group. RCM’s offices are primarily located in major metropolitan centers throughout North America. The consolidated financial statements are comprised of the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reclassification, Policy [Policy Text Block] | Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results or operations. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers its holdings of highly liquid money-market instruments and certificates of deposits to be cash equivalents if the securities mature within 90 days from the date of acquisition. These investments are carried at cost, which approximates fair value. The Company’s cash balances are maintained in accounts held by major banks and financial institutions. The majority of these balances may exceed federally insured amounts. The Company held $0.1 December 30, 2017 and December 31, 2016, which was held principally in Canadian dollars. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company ’s carrying value of financial instruments, consisting primarily of accounts receivable, transit accounts receivable, accounts payable and accrued expenses, and transit accounts payable and borrowings under line of credit approximates fair value due to their liquidity or their short-term nature. 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. |
Receivables, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts The Company ’s accounts receivable are primarily due from trade customers. Credit is extended based on evaluation of customers’ financial condition and, generally, collateral is not required. Accounts receivable payment terms vary and are stated in the financial statements at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the payment terms are considered past due. The Company determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables previously written off are credited to bad debt expense. |
Accrued and Unbilled Accounts Receivable and Work in Process [Policy Text Block] | Accrued and Unbilled Accounts Receivable and Work-in-Process Unbilled receivables primarily represent revenues earned whereby those services are ready to be billed as of the balance sheet ending date. Work-in-process primarily represents revenues earned under contracts which the Company is contractually precluded from invoicing until future dates as project milestones are realized. See Note 4 for further details. |
Transit Receivable and Transit Payable [Policy Text Block] | Transit Receivables and Transit Payables From time to time, the Company ’s Engineering segment enters into agreements to provide, among other things, construction management and engineering services. In certain circumstances, the Company may acquire equipment as a purchasing agent for the client for a fee. Pursuant to these agreements, the Company: a) may engage subcontractors to provide construction or other services or contracts with manufacturers on behalf of the Company’s clients to procure equipment or fixtures; b) typically earns a fixed percentage of the total project value or a negotiated mark-up on subcontractor or procurement charges as a fee; and c) assumes no ownership or risks of inventory. In such situations, the Company acts as an agent under the provisions of “Overall Considerations of Reporting Revenue Gross as a Principal versus Net as an Agent” and therefore recognizing revenue on a “net-basis.” The Company records revenue on a “net” basis on relevant engineering and construction management projects, which require subcontractor/procurement costs or transit costs. In those situations, the Company charges the client a negotiated fee, which is reported as net revenue when earned. Under the terms of the agreements, the Company is typically not required to pay the subcontractor until after the corresponding payment from the Company’s end-client is received. Upon invoicing the end-client on behalf of the subcontractor or staffing agency the Company records this amount simultaneously as both a “transit account receivable” and “transit account payable” as the amount when paid to the Company is due to and generally paid to the subcontractor within a few days. The Company typically does not pay a given transit account payable until the related transit account receivable is collected. The Company’s transit accounts payable generally exceeds the Company’s transit accounts receivable but absolute amounts and spreads fluctuate significantly from quarter to quarter in the normal course of business. The transit accounts receivable was $ 3.0 million and related transit accounts payable was $4.7 million, for a net liability of $1.7 million, as of December 30, 2017. The transit accounts receivable was $4.3 million and related transit accounts payable was $6.8 million, for a net liability of $2.5 million, as of December 31, 2016. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost net of 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. Most hardware and software as well as furniture and office equipment is depreciated or amortized over five |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Intangible Assets The Company ’s intangible assets have been generated through acquisitions. The Company maintains responsibility for valuing and determining the useful life of intangible assets. As a general rule, the Company amortizes restricted covenants over four years and customer relationships over six years. However, circumstances may dictate other amortization terms as determined by the Company and assisted by their third party advisors. |
Canadian Sales Tax [Policy Text Block] | Canadian Sales Tax The Company is required to charge and collect sales tax for all Canadian clients and remits invoiced sales tax monthly to the Canadian taxing authorities whether collected or not. The Company does not collect the sales tax from its clients until they have paid their respective invoices. The Company includes uncollected Canadian sales tax invoiced to clients in its prepaid and other current assets. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350 “Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment” (“ASC Topic 350” ). The Company tests goodwill for impairment on an annual basis as of the last day of the Company’s fiscal December each year or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company has three reporting units. The Company uses a market-based approach to determine the fair value of the reporting units. This approach uses earnings/revenue multiples of similar companies recently completing acquisitions and the ability of our reporting units to generate cash flows as measures of fair value of our reporting units. The Company adopted Accounting Standards Update (“ASU”) 2017 -04, “Intangibles - Goodwill and Other (Topic 350 ): Simplifying the Test for Goodwill Impairment” effective December 30, 2017 which has eliminated Step 2 from the goodwill impairment test. Under this update, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. As of December 30, 2017, the carrying amount of our Information Technology reporting unit exceeded its fair value; therefore, the Company recorded a goodwill impairment charge of $3.5 million in the fiscal year ended December 30, 2017. This charge is recognized as “Goodwill Impairment” on our Consolidated Statements of Income. The remaining goodwill balance as of December 30, 2017 in the Information Technology segment was approximately $2.0 million. The continued future decline of our revenue, cash flows and/or stock price may give rise to a triggering event that may require the Company to record additional impairment charges on goodwill in the future. The Company did not record a goodwill impairment charge in the fiscal year ended December 31, 2016. During all periods presented, the Company determined that the existing qualitative factors did not suggest that an impairment of goodwill exists for both its Engineering and Specialty Healthcare Segments. There can be no assurance that future indicators of impairment and tests of goodwill impairment will not result in impairment charges for both its Engineering and Specialty Healthcare segments. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Long-Lived and Intangible Assets The Company evaluates long-lived assets and intangible assets with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When it is probable that undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value. Assets to be disposed of by sale, if any, are reported at the lower of the carrying amount or fair value less cost to sell. |
Research, Development, and Computer Software, Policy [Policy Text Block] | Software In accordance with “Accounting for Costs of Computer Software Developed or Obtained for Internal Use,” certain costs related to the development or purchase of internal-use software are capitalized and amortized over the estimated useful life of the software. During the fiscal years ended December 30, 2017 and December 31, 2016, the Company capitalized approximately $594 and $434, respectively, for software costs. The net balance after accumulated depreciation for all software costs capitalized as of December 30, 2017 and December 31, 2016 was $1,841 and $2,018, respectively. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company makes judgments and interpretations based on enacted tax laws, published tax guidance, as well as estimates of future earnings. These judgments and interpretations affect the provision for income taxes, deferred tax assets and liabilities and the valuation allowance. The Company evaluated the deferred tax assets and determined on the basis of objective factors that the net assets will be realized through future years’ taxable income. In the event that actual results differ from these estimates and assessments, additional valuation allowances may be required. The Company did not December 30, 2017 or December 31, 2016. The Company accounts for income taxes in accordance with “Accounting for Income Taxes” which requires an asset and liability approach of accounting for income taxes. “Accounting for Income Taxes” requires assessment of the likelihood of realizing benefits associated with deferred tax assets for purposes of determining whether a valuation allowance is needed for such deferred tax assets. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The Tax Cuts and Jobs Act, which was enacted in December 2017, includes a number of changes to existing U.S. tax laws, most notably the reduction of the U.S. corporate income tax rate from up to 35% to 21%, beginning in 2018. The Company measures its deferred tax assets and liabilities using the tax rates that the Company believes will apply in the years in which the temporary differences are expected to be recovered or paid. As a result, the Company remeasured its deferred tax assets and deferred tax liabilities to reflect the reduction in the U.S. corporate income tax rate, resulting in a $1.0 million decrease in the Company’s income tax benefit (or increase in income tax expense) for the fiscal year ended December 30, 2017. The Company and its wholly owned U.S. subsidiaries file a consolidated federal income tax return. The Company also files tax returns in Canada and Serbia.The Company also follows the provisions of “ Accounting for Uncertainty in Income Taxes” which prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. The Company’s policy is to record interest and penalty, if any, as interest expense. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company derives its revenues from several sources. The Company ’s Engineering Services and Information Technology Services segments perform consulting and project solutions services. All of the Company’s segments perform staff augmentation services and derive revenue from permanent placement fees. The majority of the Company’s revenues are invoiced on a time and materials basis. Project Services The Company recognizes revenues in accordance with current revenue recognition standards under Accounting Standards Codification (“ASC”) 605, Revenue Recognition, which clarifies application of U.S. generally accepted accounting principles to revenue transactions. Project services are generally provided on a cost-plus, fixed-fee or time-and-material basis. Typically, a customer will outsource a discrete project or activity and the Company assumes responsibility for the performance of such project or activity. The Company recognizes revenues and associated costs on a gross basis as services are provided to the customer and costs are incurred using its employees. The Company, from time to time, enters into contracts requiring the completion of specific deliverables. The Company may recognize revenues on these deliverables at the time the client accepts and approves the deliverables. In instances where project services are provided on a fixed-price basis and the contract will extend beyond a 12 -month period, revenue is recorded in accordance with the terms of each contract. In some instances, revenue is billed at the time certain milestones are reached, as defined in the contract. Revenues under these arrangements are recognized as the costs on these contracts are incurred. Amounts invoiced in excess of revenues recognized are recorded as deferred revenue, included in accounts payable and accrued expenses on the accompanying consolidated balance sheets. In other instances, revenue is billed and recorded based upon contractual rates per hour (i.e., percentage of completion). In addition, some contracts contain “Performance Fees” (bonuses) for completing a contract under budget. Performance Fees, if any, are recorded when earned. Some contracts also limit revenues and billings to specified maximum amounts. Provision for contract losses, if any, are made in the period such losses are determined. For contracts where there is a deliverable, the work is not complete on a specific deliverable and the revenue is not recognized, the costs are deferred. The associated costs are expensed when the related revenue is recognized.See description of revenue recognition policy for construction management and engineering services below in “transit receivables and transit payables.” Consulting and Staffing Services Revenues derived from consulting and staffing services are recorded on a gross basis as services are performed and associated costs have been incurred using employees of the Company. These services are typically billed on a time and material basis. In certain cases, the Company may utilize other companies and their employees to fulfill customer requirements. In these cases, the Company receives an administrative fee for arranging for, billing for, and collecting the billings related to these companies. The customer is typically responsible for assessing the work of these companies who have responsibility for acceptability of their personnel to the customer. Under these circumstances, the Company’s reported revenues are net of associated costs (effectively recognizing the net administrative fee only). Transit Receivables and Transit Payables From time to time, the Company ’s Engineering segment enters into agreements to provide, among other things, construction management and engineering services. In certain circumstances, the Company may acquire equipment as a purchasing agent for the client for a fee. Pursuant to these agreements, the Company: a) may engage subcontractors to provide construction or other services or contracts with manufacturers on behalf of the Company’s clients to procure equipment or fixtures; b) typically earns a fixed percentage of the total project value or a negotiated mark-up on subcontractor or procurement charges as a fee; and c) assumes no ownership or risks of inventory. In such situations, the Company acts as an agent under the provisions of “Overall Considerations of Reporting Revenue Gross as a Principal versus Net as an Agent” and therefore recognizing revenue on a “net-basis.” The Company records revenue on a “net” basis on relevant engineering and construction management projects, which require subcontractor/procurement costs or transit costs. In those situations, the Company charges the client a negotiated fee, which is reported as net revenue when earned. During the fifty-two week period ended December 30, 2017, total gross billings, including both transit cost billings and the Company’s earned fees, was $38.9 million, for which the Company recognized $26.1 million of its net fee as revenue. During the fifty-two week period ended December 31, 2016, total gross billings, including both transit cost billings and the Company’s earned fees, was $49.7 million, for which the Company recognized $27.3 million of its net fee as revenue. The net fee revenue from these agreements represented 14.0% of the Company’s total revenues for the fifty-two week period ended December 30, 2017 as compared to 15.5% for the comparable prior year period.Under the terms of the agreements, the Company is typically not required to pay the subcontractor until after the corresponding payment from the Company’s end-client is received. Upon invoicing the end-client on behalf of the subcontractor or staffing agency the Company records this amount simultaneously as both a “transit account receivable” and “transit account payable” as the amount when paid to the Company is due to and generally paid to the subcontractor within a few days. The Company typically does not pay a given transit account payable until the related transit account receivable is collected. The Company’s transit accounts payable generally exceeds the Company’s transit accounts receivable but absolute amounts and spreads fluctuate significantly from quarter to quarter in the normal course of business. The transit accounts receivable was $3.0 million and related transit accounts payable was $4.7 million, a net payable of $1.7 million, as of December 30, 2017. The transit accounts receivable was $4.3 million and related transit accounts payable was $6.8 million, a net payable of $2.5 million, as of December 31, 2016. Permanent Placement Services The Company earns permanent placement fees from providing permanent placement services. Fees for placements are recognized at the time the candidate commences employment. The Company guarantees its permanent placements on a prorated basis for 90 days. In the event a candidate is not retained for the 90 -day period, the Company will provide a suitable replacement candidate. In the event a replacement candidate cannot be located, the Company will provide a prorated refund to the client. An allowance for refunds, based upon the Company’s historical experience, is recorded in the financial statements. Permanent placement revenues were $2.6 million and $3.6 million for the fiscal years ended December 30, 2017 and December 31, 2016, respectively. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration During the fiscal year ended December 30, 2017 , Sikorsky Aircraft represented 10.4% of the Company’s revenues. No other client accounted for 10% or more of total revenues during the year. As of December 30, 2017 the following clients represented more than 10.0% of the Company’s accounts receivable, net: New York City Board of Education was 14.9% and New York Power Authority was 11.9%. As of December 30, 2017, New York Power Authority total accounts receivable balance (including transit accounts receivable) was 14.0% of the total of accounts receivable, net and transit accounts receivable. No other customer accounted for 10% or more of the Company’s accounts receivable, net or total accounts receivable balance (including transit accounts receivable). The Company’s five, ten and twenty largest customers accounted for approximately 37.9%, 51.4% and 65.2%, respectively, of the Company’s revenues for the fiscal year ended December 30, 2017. During the fiscal year ended December 31, 2016, no client accounted for more than 10.0% of total revenues. As of December 31, 2016 the following clients represented more than 10.0% of the Company’s accounts receivable, net: New York Power Authority was 17.6%. As of December 31, 2016, New York Power Authority total accounts receivable balance (including transit accounts receivable of $0.5 million) was $8.4 million or 17.0% of the total of accounts receivable, net and transit accounts receivable. No other customer accounted for 10% or more of the Company’s accounts receivable, net or total accounts receivable balance (including transit accounts receivable). The Company’s five, ten and twenty largest customers accounted for approximately 31.8%, 47.7% and 60.8%, respectively, of the Company’s revenues for the fiscal year ended December 31, 2016. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The functional currency of the Company ’s Canadian and Serbian subsidiaries is the local currency. Assets and liabilities are translated at period-end exchange rates. Income and expense items are translated at weighted average rates of exchange prevailing during the year. Any translation adjustments are included in the accumulated other comprehensive income account in stockholders’ equity. Transactions executed in different currencies resulting in exchange adjustments are translated at spot rates and resulting foreign exchange transaction gains and losses are included in the results of operations. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income Comprehensive income consists of net income and foreign currency translation adjustments. |
Earnings Per Share, Policy [Policy Text Block] | Per Share Data Basic net income per share is calculated using the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated using the weighted-average number of common shares plus dilutive potential common shares outstanding during the period. Potential dilutive common shares consist of stock options and other stock-based awards under the Company ’s stock compensation plans, when their impact is dilutive. Because of the Company’s capital structure, all reported earnings pertain to common shareholders and no other adjustments are necessary. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share - Based Compensation The Company recognizes share-based compensation over the vesting period of an award based on fair value at the grant date determined using the Black-Scholes option pricing model. Certain assumptions are used to determine the fair value of stock-based payment awards on the date of grant and require subjective judgment. Because employee stock options have characteristics significantly different from those of traded options, and because changes in the input assumptions can materially affect the fair value estimate, the existing models may not provide a reliable single measure of the fair value of the employee stock options. Management assesses the assumptions and methodologies used to calculate estimated fair value of stock-based compensation when share-based awards are granted. Circumstances may change and additional data may become available over time, which could result in changes to these assumptions and methodologies and thereby materially impact our fair value determination. See Note 11 for additional share-based compensation information.Restricted share units are recognized at their fair value. The amount of compensation cost is measured on the grant date fair value of the equity instrument issued. The compensation cost of the restricted share units is recognized over the vesting period of the restricted share units on a straight-line basis. Restricted share units typically include dividend accrual equivalents, which means that any dividends paid by the Company during the vesting period become due and payable after the vesting period assuming the grantee’s restricted stock unit fully vests. Dividends for these grants are accrued on the dividend payment dates and included in accounts payable and accrued expenses on the accompanying consolidated balance sheet. Dividends for restricted share units that ultimately do not vest are forfeited. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs Advertising costs are expensed as incurred. Total advertising expense was $ 700 and $643 for the fiscal years ended December 30, 2017 and December 31, 2016, respectively. |
Fiscal Period, Policy [Policy Text Block] | The Company follows a 52/53 week fiscal reporting calendar ending on the Saturday closest to December 31. Both of the fiscal years ended December 30, 2017 ( fiscal 2017 ) and December 31, 2016 ( fiscal 2016 ) were 52 -week reporting years. |
Note 4 - Accounts Receivable, Transit Accounts Receivable and Transit Accounts Payable (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] |
|
Note 5 - Property and Equipment (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Table Text Block] |
|
Note 6 - Acquisitions (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] |
|
Note 7 - Goodwill (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Goodwill [Table Text Block] |
|
Note 8 - Intangible Assets (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] |
|
Note 10 - Per Share Data (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Weighted Average Number of Shares [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unissued Shares of Common Stock [Table Text Block] |
|
Note 11 - Share Based Compensation (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation, Stock Options, Activity [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Nonvested Share Activity [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] |
|
Note 14 - Segment Information (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country [Table Text Block] |
|
Note 15 - Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] |
|
Note 18 - Commitments (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | ||||||||||||||||||||||||||||||||||||
Notes Tables | ||||||||||||||||||||||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] |
|
Schedule II - Valuation and Qualifying Accounts and Reserves (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Valuation Allowance [Table Text Block] |
|
Note 4 - Accounts Receivable, Transit Accounts Receivable and Transit Accounts Payable (Details Textual) - Collectibility of Receivables [Member] $ in Millions |
Dec. 30, 2017
USD ($)
|
---|---|
Loss Contingency, Receivable | $ 6.9 |
Loss Contingency, Estimate of Possible Loss | $ 9.3 |
Note 4 - Accounts Receivable, Transit Accounts Receivable and Transit Accounts Payable - Accounts Receivable (Details) - USD ($) $ in Thousands |
Dec. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Allowance for sales discounts and doubtful accounts | $ (967) | $ (1,402) |
Accounts receivable, net | 46,080 | 45,170 |
Billed Revenues [Member] | ||
Accounts receivable, current | 31,448 | 34,463 |
Unbilled Revenues [Member] | ||
Accounts receivable, current | 10,573 | 6,894 |
Work In Progress [Member] | ||
Accounts receivable, current | $ 5,026 | $ 5,215 |
Note 5 - Property and Equipment (Details Textual) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
Annual Depreciation Rate | 20.00% | |
Write Off of Fully Depreciated Property and Equipment | $ 458 | $ 2,705 |
Depreciation | $ 1,691 | $ 1,489 |
Note 5 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands |
Dec. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Property and equipment | $ 8,009 | $ 7,370 |
Less: accumulated depreciation and amortization | 4,563 | 3,318 |
Property and equipment, net | 3,446 | 4,052 |
Equipment and Furniture [Member] | ||
Property and equipment | 938 | 1,045 |
Computers and Systems [Member] | ||
Property and equipment | 6,172 | 5,521 |
Leasehold Improvements [Member] | ||
Property and equipment | $ 899 | $ 804 |
Note 6 - Acquisitions - Maximum Deferred Consideration Payments (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
December 29, 2018 | $ 741 | |
December 28, 2019 | 625 | |
January 2, 2021 | 725 | |
Estimated future contingent consideration payments | 2,091 | |
Balance | 1,231 | $ 1,800 |
Contingent consideration paid | (1,694) | (993) |
Estimated contingent payments, acquisitions | 1,773 | 139 |
Increase to contingent payment estimates | 781 | 285 |
Balance | $ 2,091 | $ 1,231 |
Note 7 - Goodwill (Details Textual) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
Goodwill, Impairment Loss | $ 3,478 | $ 0 |
Note 8 - Intangible Assets (Details Textual) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
Impairment of Intangible Assets (Excluding Goodwill) | $ 0 | $ 0 |
Amortization of Intangible Assets | $ 66 | $ 80 |
Note 8 - Intangible Assets - Intangible Assets by Class (Details) - USD ($) $ in Thousands |
Dec. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Intangible assets, net | $ 105 | $ 171 |
Restricted Covenants [Member] | ||
Intangible assets, net | 17 | 27 |
Customer Relationships [Member] | ||
Intangible assets, net | $ 88 | $ 144 |
Note 10 - Per Share Data (Details Textual) - shares |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 40,000 |
Note 10 - Per Share Data - Weighted Average Number of Common Shares (Details) - shares |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
Basic weighted average shares outstanding (in shares) | 11,995,341 | 12,302,558 |
Dilutive effect of outstanding restricted share units and stock options (in shares) | 121,860 | 120,790 |
Weighted average dilutive shares outstanding (in shares) | 12,117,201 | 12,423,348 |
Note 10 - Per Share Data - Unissued Shares of Common Stock Were Reserved for the Following Purposes (Details) - shares |
Dec. 30, 2017 |
Dec. 31, 2016 |
Jan. 02, 2016 |
---|---|---|---|
Exercise of options outstanding (in shares) | 0 | 42,000 | 44,500 |
Future grants of options or shares (in shares) | 332,232 | 619,266 | |
Shares reserved for employee stock purchase plan (in shares) | 177,280 | 268,211 | |
Total (in shares) | 996,546 | 1,327,211 | |
Time-based Restricted Stock Units [Member] | |||
Restricted stock units outstanding (in shares) | 87,034 | 197,734 | |
Performance-based Restricted Stock Units [Member] | |||
Restricted stock units outstanding (in shares) | 400,000 | 200,000 |
Note 11 - Share Based Compensation - Nonvested Stock Options Outstanding (Details) |
12 Months Ended |
---|---|
Dec. 30, 2017
$ / shares
shares
| |
Nonvested (in shares) | shares | 15,000 |
Nonvested, weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 2.33 |
Vested (in shares) | shares | 15,000 |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 2.33 |
Forfeited (in shares) | shares | 0 |
Forfeited, weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 0 |
Issued nonvested (in shares) | shares | 0 |
Issued nonvested, weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 0 |
Nonvested (in shares) | shares | 0 |
Nonvested, weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 0 |
Note 12 - Treasury Stock Transactions (Details Textual) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | |||
---|---|---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
Aug. 09, 2016 |
Oct. 28, 2013 |
|
Treasury Stock, Value, Acquired, Cost Method | $ 365 | $ 4,257 | ||
Stock Repurchase Program 2013 [Member] | ||||
Stock Repurchase Program, Authorized Amount | $ 5,000 | |||
Stock Repurchase Program, 2016 [Member] | ||||
Stock Repurchase Program, Authorized Amount | $ 5,000 | |||
Treasury Stock, Shares, Acquired | 59,312 | 701,114 | ||
Treasury Stock Acquired, Average Cost Per Share | $ 5.54 | $ 6.07 | ||
Treasury Stock, Value, Acquired, Cost Method | $ 4,300 | |||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 2,500 |
Note 14 - Segment Information - Revenues by Geographic Area (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
Revenues | ||
Revenues | $ 186,737 | $ 176,448 |
UNITED STATES | ||
Revenues | ||
Revenues | 152,232 | 146,950 |
CANADA | ||
Revenues | ||
Revenues | 30,084 | 24,423 |
PUERTO RICO | ||
Revenues | ||
Revenues | 4,043 | 5,075 |
SERBIA | ||
Revenues | ||
Revenues | $ 378 |
Note 14 - Segment Information - Total Assets by Geographic Area (Details) - USD ($) $ in Thousands |
Dec. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Total Assets | ||
Total assets | $ 73,279 | $ 69,831 |
UNITED STATES | ||
Total Assets | ||
Total assets | 52,595 | 53,842 |
CANADA | ||
Total Assets | ||
Total assets | 15,419 | 13,953 |
PUERTO RICO | ||
Total Assets | ||
Total assets | 1,891 | 2,036 |
SERBIA | ||
Total Assets | ||
Total assets | $ 3,374 |
Note 15 - Income Taxes - Income Tax Provision Reconciliation (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
Tax (benefit) expense on taxable (loss) income at statutory rate of 34.0% | $ (83) | $ 1,123 |
State and Puerto Rico income taxes, net of Federal income tax benefit | (248) | 263 |
USA 179D and Canadian R&D tax credits | (603) | |
Permanent differences | 458 | 186 |
Worthless stock deduction | (2,861) | |
Foreign income tax rates | (92) | 17 |
Impact on net deferred tax assets from 2018 Federal tax rate change | 1,015 | |
Transition repatriation taxes | 198 | |
Other | (39) | (45) |
Total income tax (benefit) expense | $ (2,255) | $ 1,544 |
Note 15 - Income Taxes - Income Tax Provision Reconciliation (Details) (Parentheticals) |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
Tax (benefit) expense on taxable (loss) income, statutory rate | 34.00% | 34.00% |
Note 15 - Income Taxes - The Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
Current | ||
Federal | $ (471) | $ 688 |
State and local | 118 | 402 |
Foreign | 237 | (3) |
(116) | 1,087 | |
Deferred | ||
Federal | (1,841) | 372 |
State | (495) | 108 |
Foreign | 197 | (23) |
(2,139) | 457 | |
Total income tax (benefit) expense | (2,255) | 1,544 |
United States | (1,660) | 3,430 |
Foreign Jurisdictions | 1,415 | (128) |
(Loss) income before income taxes | $ (245) | $ 3,302 |
Note 15 - Income Taxes - Unrecognized Tax Benefits (Details) $ in Thousands |
12 Months Ended |
---|---|
Dec. 30, 2017
USD ($)
| |
Balance as of December 31, 2016 | $ 628 |
Charges for current year tax positions | |
Reserves for current year tax position | |
Balance as of December 30, 2017 | $ 628 |
Note 15 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands |
Dec. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 235 | $ 451 |
Federal and state net operating loss carryforward | 2,501 | |
Reserves and accruals | 435 | 394 |
Other | 53 | 323 |
Total deferred tax assets | 3,224 | 1,168 |
Deferred tax liabilities: | ||
Acquisition amortization, net | (206) | (100) |
Prepaid expense deferral | (503) | (750) |
Bonus depreciation to be reversed | (326) | (466) |
Canada deferred tax liability, net | (431) | (234) |
Total deferred tax liabilities | (1,466) | (1,550) |
Total deferred tax liability, net | $ 1,758 | |
Total deferred tax asset, net | $ (382) |
Note 16 - Contingencies (Details Textual) $ in Millions |
12 Months Ended |
---|---|
Dec. 30, 2017
USD ($)
| |
Loss Contingency, Damages Sought, Value | $ 10.0 |
Estimated Litigation Liability | 0.1 |
Collectibility of Receivables [Member] | |
Loss Contingency, Receivable | 6.9 |
Loss Contingency, Estimate of Possible Loss | $ 9.3 |
Note 17 - Retirement Plans (Details Textual) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
Deferred Compensation Arrangement with Individual, Contributions by Employer | $ 477 | $ 588 |
Note 18 - Commitments (Details Textual) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
Operating Leases, Rent Expense | $ 3,696 | $ 3,186 |
Operating Leases, Income Statement, Sublease Revenue | $ 12 | $ 0 |
Note 18 - Commitments - Minimum Future Annual Operating Lease Commitments (Details) $ in Thousands |
Dec. 30, 2017
USD ($)
|
---|---|
2018 | $ 3,036 |
2019 | 1,695 |
2020 | 1,056 |
2021 | 516 |
2022 | 304 |
Total | $ 6,607 |
Note 19 - Related Party Transactions (Details Textual) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
Machon and Associates [Member] | ||
Related Party Transaction, Amounts of Transaction | $ 0 | $ 65 |
Note 20 - Subsequent Events (Details Textual) - Citizens Bank of Pennsylvania [Member] - Revolving Credit Facility [Member] - USD ($) $ in Millions |
Feb. 14, 2018 |
Feb. 13, 2018 |
Feb. 20, 2009 |
---|---|---|---|
Line of Credit Facility, Maximum Borrowing Capacity | $ 35.0 | ||
Subsequent Event [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40.0 | $ 35.0 |
Schedule II - Valuation and Qualifying Accounts and Reserves - Schedule of Valuation and Qualifying Accounts and Reserves (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 30, 2017 |
Dec. 31, 2016 |
|
Allowance for Doubtful Accounts [Member] | ||
Balance at Beginning of Period | $ 1,402 | $ 1,432 |
Charged to Costs and Expenses | 662 | 650 |
Deduction | (1,097) | (680) |
Balance at End of Period | 967 | 1,402 |
Legal Reserve [Member] | ||
Balance at Beginning of Period | 455 | 214 |
Charged to Costs and Expenses | 192 | 455 |
Deduction | (522) | (214) |
Balance at End of Period | $ 125 | $ 455 |
ZF!X1S1+1#!'4VX6F1$(?57E\!]2C8E@JAJ&"BG%I
MZ.K&]6KH4AJHHHBE$3$TT-)91(2&ED8&?#/. UB5]YF&T/PN6M"M>FTA73*3
M(28#?B,8)EBA6E"WF,"(OD,BO!15O[8MNY?:;XL5;,.H-
M/FZ*D NWX'RK"YP$02"@ <5Q2
M\JL^BFKKIJYSQ"=T(>*5]I_QF%#D.F/V7_$5$PE72B3'@1*N?YW#A0O:C%&D
ME :]#\^ZU<]^C']SLSO T0%.#B#^IT,P.@1WAU G/RC3J7Y$ A4YH[W#AK?5
M(=448!/(8AZ44==._R>SY=)Z+4(( U,F3.GC>Z2]R&B"' 3(*0A9IAL+8^ J5K8IRA%:R!YK,29,Y:#*W0>XT
MR#]03FYODC"T]E)ER\"C;,()5B>6NG*^8W9I>NX=J)"'GSZBSI0*(BW#)^E6
MRUMNF;3D+-00R3&;SOII(N@P7V/!6_P!02P,$% @ +X-H3 E93<=,
M! DQ4 !D !X;"]W;W)K6$?DG@G[^GCMG_GMA':D;/Q>+-Q_K4Q'E#*Y@Y7J,4'-CL2
M:A_,3VC;<D%L?L;%/U!+ P04 " O@VA,)[?[A+8! #2 P
M& 'AL+W=O
8&<&\^IR"KZ4X\/_H?)V^
M6ZUP%^F[9?:[9%T@615(HD#RJ<7DJL4US.U5$K:8J093QVVRI,"^C9N\B,X+
M^\#CG7S QVW_*4PM6TM.Z/S-QOE7B Y\*9L;OT*-?V"SHZ!RP;SWMAG7;'0<
M=M,+8O,SSO\!4$L#!!0 ( "^#:$S!Z&:[MP$ -(# 9 >&PO=V]R
M:W-H965T
(2IGEM*IN*_PQ6DAX=,?(P2I8TK*7OK4$TJ/A7%
MW\9=Z+@/XTV:3+1U0C(1DIEPB''8&"AF_H4[7F0&!V+&WG<\//'VF/C>E,$9
M6Q'O?/+6>Z_%]G";L6L0FC"G$9,L,3.">?4Y1+(6XI3\1T_6Z;O5#'>1OEM&
MWZ?K NFJ0!H%TG]*W'\J<0US]RD(6_14@6GB-%E28J_C)"^\\\#>QT=D?^'C
MM/_@IA':D@LZ_[*Q_S6B Y_*YL:/4.L_V&Q(J%TXWOFS&<=L-!QVTP]B\S.>3M]Y[+3E/
&ULC5;1;ILP%/T5Q <4
M#,:0*HFT)&TW:9.J3MN>W<1)4 $SVTFZOY\-+@KVI2AG@_OV7_;+UK+RV:
M:F+FJ%;#1#1(Q!KVE29!%&,X2 "#!"!(8 7I-7I<21QH9,L*Q]-3^H<
M%4&$4&!WL[*Z65G<1!,W'68Y=K.8+DPZ!X4+>.>8(6C__>''1S[M03?GV;^W
M ^C./8,LB9;3BP;-$GEXE@B,[K:*\I-I-,+)V+F6^O18=F]N#INW$2WZ)U
MVK6D-YFN0WXC_%34PMDSJ6Y>
&9-4F80+M?NY:LK#I*1'J8>1&O.N,W43
MR9J^ZX*A]2=_ 5!+ P04 " O@VA,(C7K=4<& " ) &0 'AL+W=O
M=;*I