Private Securities Litigation Reform Act Safe Harbor Statement

Certain statements included herein and in other reports and public filings made by RCM Technologies, Inc. ("RCM" or the "Company") are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the adoption by businesses of new technology solutions; the use by businesses of outsourced solutions, such as those offered by the Company, in connection with such adoption; the Company's strategic and business initiatives and growth strategies; and the outcome of litigation (at both the trial and appellate levels) and arbitrations, or other business disputes, involving the Company. Readers are cautioned that such forward-looking statements, as well as others made by the Company, which may be identified by words such as "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," "believe," and similar expressions, are only predictions and are subject to risks and uncertainties that could cause the Company's actual results and financial position to differ materially from such statements. Such risks and uncertainties include, without limitation: (i) unemployment and general economic conditions affecting the provision of information technology and engineering services and solutions and the placement of temporary staffing personnel; (ii) the effects of the COVID-19 pandemic; (iii) the Company's ability to continue to attract, train and retain personnel qualified to meet the requirements of its clients; (iv) the Company's ability to identify appropriate acquisition candidates, complete such acquisitions and successfully integrate acquired businesses; (v) the Company's relationships with and reliance upon significant customers, and ability to collect accounts receivable from such customers; (vi) risks associated with foreign currency fluctuations and changes in exchange rates, particularly with respect to the Canadian dollar; (vii) uncertainties regarding amounts of deferred consideration and earnout payments to become payable to former shareholders of acquired businesses; (viii) the adverse effect a potential decrease in the trading price of the Company's common stock would have upon the Company's ability to acquire businesses through the issuance of its securities; (ix) the Company's ability to obtain financing on satisfactory terms; (x) the reliance of the Company upon the continued service of its executive officers; (xi) the Company's ability to remain competitive in the markets that it serves; (xii) the Company's ability to maintain its unemployment insurance premiums and workers compensation premiums; (xiii) the risk of claims being made against the Company associated with providing temporary staffing services; (xiv) the Company's ability to manage significant amounts of information and periodically expand and upgrade its information processing capabilities; (xv) the risk of cyber attacks on our information technology systems or those of our third party vendors; (xvi) the Company's ability to remain in compliance with federal and state wage and hour laws and regulations; (xvii) uncertainties in predictions as to the future need for the Company's services; (xviii) uncertainties relating to the allocation of costs and expenses to each of the Company's operating segments; (ixx) the costs of conducting and the outcome of litigation, arbitrations and other business disputes involving the Company, and the applicability of insurance coverage with respect to any such litigation; (xx) the results of, and costs relating to, any interactions with shareholders of the Company who may pursue specific initiatives with respect to the Company's governance and strategic direction, including without limitation a contested proxy solicitation initiated by such shareholders, or any similar such interactions; and (xxi) other economic, competitive, health and governmental factors affecting the Company's operations, markets, products and services. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, the Company undertakes no obligation to publicly release the results of any revision of these forward-looking statements to reflect these trends or circumstances after the date they are made or to reflect the occurrence of unanticipated events.





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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS




COVID-19 Considerations


The Company's priorities during the COVID-19 pandemic are protecting the health and safety of our employees and, especially in the healthcare segment, deploying our resources, including the talents of our employees, to help the communities we serve meet and overcome the current challenges. In the future, the pandemic may continue to cause reduced demand for our services if, for example, the pandemic results in a prolonged recessionary economic environment affecting industries in which we serve; however, since certain services that we offer are essential to the daily lives of our customers, we believe that over the long term, there will continue to be demand for our services.

Our ability to continue to operate without any significant negative operational impact from the COVID-19 pandemic will in part depend on our ability to protect our employees and our supply chain. The Company has endeavored to follow the recommended actions of government and health authorities to protect our employees, with particular measures in place for those working in our customer facilities. For the thirteen and twenty-six week periods ended July 3, 2021, while our revenue, gross profit and operating income were negatively impacted, we maintained the consistency of our operations, to a substantial degree, from the onset of the COVID-19 pandemic. We intend to continue to adhere to our employee safety measures as we seek to ensure that any disruptions to our operations remain as limited as possible during the pandemic. However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to our workforce and supply chain (for example, an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact our operations.

For additional information on risk factors related to the pandemic or other risks that could impact our results, please refer to "Risk Factors" in Part II, Item 1A of this Form 10-Q. For additional information on how COVID-19 has impacted operations and our financial position, please refer to the Segment Discussion and Liquidity and Capital Resources sections in Management's Discussion and Analysis of Financial Condition and Results of Operations.





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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)




Overview



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

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to present various health, business and other challenges throughout the United States. As a result, we have temporarily closed most of our office locations, with most of our workforce working from home, and have seen a reduction in customer demand, all resulting in a negative impact on Company revenue, gross profit and operating income. The duration and ultimate magnitude of the disruption remains uncertain. We experienced a significant negative impact in fiscal 2020 and we expect the pandemic and its effects to negatively impact our business, results of operations, and financial position also through at least the second half of fiscal 2021 and possibly beyond. The related financial impact cannot be reasonably estimated at this time. Please see more detailed disclosure by segment in our Segment Discussion and the impact to our consolidated financial position under Financial Activities under Liquidity and Capital Resources, all in Management's Discussion and Analysis of Financial Condition and Results of Operations.

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

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

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

The Company provides project management and consulting services, which are billed based on either agreed-upon fixed fees or hourly rates, or a combination of both. The billing rates and profit margins for project management and solutions services are generally higher than those for professional consulting services. The Company generally endeavors to expand its sales of higher margin solutions and project management services. The Company also realizes revenue from client engagements that range from the placement of contract and temporary technical consultants to project assignments that entail the delivery of end-to-end solutions. These services are primarily provided to the client at hourly rates that are established for each of the Company's consultants based upon their skill level, experience and the type of work performed.

The majority of the Company's services are provided under purchase orders. Contracts are utilized on certain of the more complex assignments where the engagements are for longer terms or where precise documentation on the nature and scope of the assignment is necessary. Although contracts normally relate to longer-term and more complex engagements, they do not obligate the customer to purchase a minimum level of services and are generally terminable by the customer on 60 to 90 days' notice. The Company, from time to time, enters into contracts requiring the completion of specific deliverables. Typically these contracts are for less than one year. The Company recognizes revenue on these deliverables at the time the client accepts and approves the deliverables.





                                       32

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)




Overview (Continued)



Costs of services consist primarily of salaries and compensation-related expenses for billable consultants and employees, including payroll taxes, employee benefits and insurance. Selling, general and administrative expenses consist primarily of salaries and benefits of personnel responsible for business development, recruiting, operating activities, and training, and include corporate overhead expenses. Corporate overhead expenses relate to salaries and benefits of personnel responsible for corporate activities, including the Company's corporate marketing, administrative and financial reporting responsibilities and acquisition program. The Company records these expenses when incurred. Corporate overhead expenses are allocated to the segments based on revenue for the purpose of segment financial reporting.

Critical Accounting Policies and Use of Estimates

This Management's Discussion and Analysis of Financial Condition and Results of Operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. In our consolidated financial statements, estimates are used for, but not limited to, accounts receivable and allowance for doubtful accounts, goodwill, long-lived intangible assets, accounting for stock options and restricted stock awards, insurance liabilities, accounting for income taxes and accrued bonuses.

A summary of our significant accounting policies is included in our Consolidated Financial Statements, Note 1, Summary of Significant Accounting Policies, in our Annual Report on Form 10-K for the year ended January 2, 2021. Certain of our accounting policies are considered critical, as these policies require significant, difficult or complex judgments by management, often requiring the use of estimates about the effects of matters that are inherently uncertain. Such policies are summarized in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended January 2, 2021.

Recently Issued Accounting Pronouncements

A discussion of the recently issued accounting pronouncements is set forth in Note 13, New Accounting Standards, in the unaudited condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q and is incorporated herein by reference.





Forward-looking Information


The Company's growth prospects are influenced by broad economic trends. The pace of customer capital spending programs, new product launches and similar activities have a direct impact on the need for engineering and information technology services. When the U.S., Canadian or global economies decline, the Company's operating performance could be adversely impacted. In addition, global events such as the ongoing COVID-19 pandemic also have a substantial impact on our operations and financial results. The Company believes that its fiscal discipline, strategic focus on targeted vertical markets and diversification of service offerings provides some insulation from adverse trends. However, general economic declines could result in the need for future cost reductions or changes in strategy.

Additionally, changes in government regulations could result in prohibition or restriction of certain types of employment services or the imposition of new or additional employee benefits, licensing or tax requirements with respect to the provision of employment services that may reduce the Company's future earnings. There can be no assurance that the Company will be able to increase the fees charged to its clients in a timely manner and in a sufficient amount to cover increased costs as a result of any of the foregoing.





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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Forward-looking Information (Continued)

The consulting and employment services market is highly competitive with limited barriers to entry. The Company competes in global, national, regional and local markets with numerous competitors in all of the Company's service lines. Price competition in the industries the Company serves is significant, and pricing pressures from competitors and customers are increasing. The Company expects that the level of competition will remain high in the future, which could limit the Company's ability to maintain or increase its market share or profitability.

Thirteen Week Period Ended July 3, 2021 Compared to Thirteen Week Period Ended June 27, 2020

A summary of operating results for the thirteen week periods ended July 3, 2021 and June 27, 2020 is as follows (in thousands):





                                                 July 3, 2021                June 27, 2020
                                                            % of                         % of
                                            Amount        Revenue        Amount        Revenue
Revenue                                    $  48,933          100.0     $  32,652          100.0
Cost of services                              36,667           74.9        24,149           74.0
Gross profit                                  12,266           25.1         8,503           26.0

Selling, general and administrative            9,995           20.4         8,994           27.6
Depreciation and amortization of
property and equipment                           259            0.6           246            0.8
Amortization of acquired intangible
assets                                             9            0.0            80            0.2
Write-off of receivables and
professional fees
  incurred related to arbitration                  -            0.0           350            1.0
Tax credit professional fees                      60            0.1             -            0.0
                                              10,323           21.1         9,670           29.6

Operating income (loss)                        1,943            4.0        (1,167 )         (3.6 )
Other expense, net                               201            0.4           233            0.7

Income (loss) before income taxes              1,742            3.6        (1,400 )         (4.3 )
Income tax expense (benefit)                     486            1.0          (408 )         (1.3 )

Net income (loss)                          $   1,256            2.6     $    (992 )         (3.0 )



The Company follows a 52/53 week fiscal reporting calendar ending on the Saturday closest to December 31. The fiscal quarters ended July 3, 2021 and June 27, 2020 consisted of thirteen weeks each.

Revenue. Revenue increased 49.9%, or $16.3 million, for the thirteen week period ended July 3, 2021 as compared to the thirteen week period ended June 27, 2020 (the "comparable prior year period"). Revenue increased $2.9 million in the Engineering segment, $12.3 million in the Specialty Health Care segment and $1.1 million in the Information Technology segment. See more detailed disclosure by segment in our Segment Discussion.





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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Thirteen Week Period Ended July 3, 2021 Compared to Thirteen Week Period Ended June 27, 2020 (Continued)

Cost of Services and Gross Profit. Cost of services increased 51.8%, or $12.5 million, for the thirteen week period ended July 3, 2021 as compared to the comparable prior year period. Cost of services increased primarily due to the increase in revenue. Cost of services as a percentage of revenue for the thirteen week periods ended July 3, 2021 and June 27, 2020 was 74.9% and 74.0%, respectively. See Segment Discussion for further information regarding changes in cost of services and gross profit.

Selling, General and Administrative. Selling, general and administrative ("SGA") expenses were $10.0 million for the thirteen week period ended July 3, 2021 as compared to $9.0 million for the comparable prior year period. As a percentage of revenue, SGA expenses were 20.4% for the thirteen week period ended July 3, 2021 and 27.6% for the comparable prior year period. See Segment Discussion for further information on SGA expense changes.

Write-off of receivables related to arbitration. The Company recorded a charge of $0.4 million during the comparable prior year period relating to its dispute with a customer that is a major utility in the United States. This dispute was resolved through binding arbitration in April 2020. The charge for the prior year quarter was for professional fees related to the arbitration proceedings. For the thirteen week period ended July 3, 2021, there was no such charge. See discussion of Contingencies in Note 16 to the Condensed Consolidated Financial Statements included in this report.

Tax Credit Professional Fees. The Company incurred $0.1 million in tax credit professional fees in the thirteen week period ended July 3, 2021 as compared to no tax credit professional fees in the comparable prior year period.

Other Expense. Other expense consists of interest expense, unused line fees and amortized loan costs on the Company's line of credit, net of interest income, imputed interest on contingent consideration and gains and losses on foreign currency transactions. Other expense, net experienced a negligible decrease as compared to the comparable prior year period. The primary component of the decrease related to interest expense, which decreased primarily due to a decreased average borrowing and a decreased borrowing rate under the Company's line of credit. The primary reason for the decreased average borrowing rate was change in macroeconomic borrowing rates.

Income Tax Expense (Benefit). The Company recognized $0.5 million of income tax expense for the thirteen week period ended July 3, 2021, as compared to $0.4 million of income tax benefit for the comparable prior year period. The consolidated effective income tax rate for the current period was 27.5% as compared to 29.1% for the comparable prior year period. The projected fiscal 2021 income tax rates as of July 3, 2021, were approximately 28.0%, 26.4% and 15.2% in the United States, Canada, and Serbia, respectively. The relative income or loss generated in each jurisdiction can materially impact the overall effective income tax rate of the Company, particularly the ratio of Canadian and Serbian pretax income versus U.S. pretax income.

Differences between the effective tax rate and the applicable U.S. federal statutory rate may arise, primarily from the effect of state and local income taxes, share-based compensation, and potential tax credits available to the Company. The actual 2021 effective tax rate may vary from the estimate depending on the actual operating income earned in various jurisdictions, the potential availability of tax credits, and the exercise of stock options and vesting of share-based awards.





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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Thirteen Week Period Ended July 3, 2021 Compared to Thirteen Week Period Ended June 27, 2020 (Continued)





Segment Discussion



Engineering


Engineering revenues of $16.9 million for the thirteen week periods ended July 3, 2021 increased 20.6%, or $2.9 million, compared to the comparable prior year period. The increase was comprised of the following: increases in Aerospace revenue of $2.7 million, Industrial Processing revenue of $0.6 million and Energy Services of $0.3 million, offset by a decrease in the Canadian Power Systems Group revenue of $0.7 million. The increase in Aerospace revenue was primarily due to a new outsourcing engagement with one of the Company's major customers that is anticipated to become a multi-year contract. The increase in Industrial Processing revenue was primarily due to spending increases with several major customers seeking to upgrade their ethanol related production capability. The decrease in the Canadian Power Systems was primarily due to spending decreases with several major customers and the impact of COVID-19. Gross profit decreased by 5.2%, or $0.2 million, as compared to the comparable prior year period. Gross profit decreased because of the decrease in gross profit margin. Gross profit margin of 23.7% for the current period decreased from 30.2% for the comparable prior year period. The decrease in gross margin was primarily due to decreased revenue from the Canadian Power Systems Group, as lower revenue has negatively impacted utilization of the segment's billable consultants. Additionally, the new Aerospace contract will garner a lower gross margin than the Engineering segment typically experiences. The Engineering segment's SGA expense of $3.6 million increased by $0.3 million due to investment in new personnel to reposition and generate future growth. The Engineering segment experienced operating income of $0.2 million for the thirteen week period ended July 3, 2021, as compared to operating income of $0.3 million for the comparable prior year period.

On July 30, 2021, the Company sold the principal assets and certain liabilities of its Pickering and Kincardine offices, located in Ontario, Canada. These two offices were often referred to as Canada Power Systems and principally provided engineering services to two major nuclear power providers in Canada. The two Canada Power Systems offices were part of a reporting unit within the Company's Engineering segment. The Company will continue to offer other engineering services in Canada and similar services in the United States. For the thirteen week periods ended July 3, 2021, and June 27, 2020, these two offices generated revenue of $2.1 million and $2.9 million, respectively. For the twenty-six week periods ended July 3, 2021, and June 27, 2020, these two offices generated revenue of $4.4 million and $5.9 million, respectively.

COVID-19 Impact to Engineering Segment

It is difficult to assess both the current and future impact from COVID-19 to the Engineering segment, due to the high degree of uncertainty around COVID-19 and the duration and extent of the pandemic. The Engineering segment has seen a decline in its field services work as its personnel has limited access to client facilities. It is difficult to determine the impact on revenue from the loss in field services work. The Company believes that an undetermined amount of field services work will eventually return as a portion of that work is mission-critical to our clients. However, given the uncertainties around COVID-19, the Company can give no assurances that it will see an increase in field services revenue. Additionally, the Company believes that COVID-19 has had a significant adverse impact on the budgets of many of its Aerospace and Utilities clients. The Company's Aerospace clients have seen an impact to their commercial lines of business. A number of the Company's Utility clients have been impacted by their customers' inability to pay their monthly electric bills.







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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Thirteen Week Period Ended July 3, 2021 Compared to Thirteen Week Period Ended June 27, 2020 (Continued)

Segment Discussion (Continued)

COVID-19 Impact to Engineering Segment

The Company has transitioned most of its Engineering workforce to work from home. While this has constituted a significant effort, particularly from a technology standpoint, the Company believes that this effort has been completed relatively effectively. The Company also believes that its Engineering clients have been generally supportive of these efforts and believes further that it has not lost any significant, previously awarded work. The Engineering segment continues to see new work proposals, but not at the same level as seen prior to COVID-19. The Engineering segment's general response to the effects of COVID-19 is to continue to focus on maximizing gross margin by focusing on utilization of billable consultants and maximizing the efficiency of its SGA expense. The Company plans to refine its strategy for responding to COVID-19 as necessary as the situation develops.





Specialty Health Care



Specialty Health Care revenue of $22.9 million for the thirteen week period ended July 3, 2021 increased 114.7%, or $12.3 million, as compared to the comparable prior year period. The increase in revenue was primarily driven by the Company's school clients. Revenue from school clients for the thirteen week period ended July 3, 2021 was $14.1 million as compared to $5.7 million for the comparable prior year period. Revenue from non-school clients for the thirteen week period ended July 3, 2021 was $8.8 million as compared to $5.0 million for the comparable prior year period. The Specialty Health Care segment's gross profit increased by 154.5%, or $3.4 million, to $5.6 million for the thirteen week period ended July 3, 2021, as compared to $2.2 million for the prior year period. The increase in gross profit was primarily driven by the increase in revenue, as well as a higher gross profit margin. Gross profit margin for the thirteen week period ended July 3, 2021 increased to 24.4% as compared to 20.6% for the comparable prior year period. The increase in gross profit margin was primarily due to more normalized revenue and the high demand for certain services. Specialty Health Care experienced operating income of $1.1 million for the thirteen week period ended July 3, 2021, as compared to an operating loss of $1.1 million for the comparable prior year period. The primary reason for the increase in operating income was the increase to gross profit, offset by an increase in SGA expense. SGA expense increased by $1.2 million to $4.4 million, as compared to $3.2 million in the comparable prior year period. The increase in SGA expense was primarily due to replacing our workforce that was furloughed in the prior year.

COVID-19 Impact to Specialty Health Care Segment

It is difficult to assess both the current and future impact from COVID-19 to the Specialty Health Care segment, due to the high degree of uncertainty around COVID-19 and the duration and extent of the pandemic, especially as it may impact schools where many of our personnel work. While the Company has worked to transition a portion of its Specialty Health Care workforce to work from home, this has been a difficult task. The Specialty Health Care segment has a small number of billable professionals performing services from home, in particular telehealth services. The Specialty Health Care segment's telehealth services are primarily a new service offering. The majority of the Specialty Health Care segment's services are historically delivered at schools and health care facilities. The Company believes that demand for much of its non-school services is very high as a result of COVID-19. However, health care professionals, such as nurses and doctors, are scarce and difficult to recruit. Furthermore, the Company believes that demand for non-COVID-19 related healthcare services has been reduced as a result of the pandemic.







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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Thirteen Week Period Ended July 3, 2021 Compared to Thirteen Week Period Ended June 27, 2020 (Continued)

Segment Discussion (Continued)

COVID-19 Impact to Specialty Health Care Segment

The Specialty Health Care Segment has historically derived much of its revenue from school systems. Many school systems nationwide, including most of the Company's school clients, closed down for in-person instruction in March 2020. Most of our school clients have opened with a combination of in-person and virtual lessons, while some have remained primarily virtual. The Company has limited information on when, and in what manner, they will reopen in a comparable manner as to how they operated before COVID-19. Many schools are under pressure by employee unions to limit in-person classes. Any announced plans are subject to rapid changes.

The Specialty Health Care's largest school clients are the New York City Department of Education, the Hawaii Department of Education, and the Chicago Public School System. There are numerous factors that could influence further decisions of these school systems on their operations. Any shift toward hybrid and remote operations can have a materially negative impact on revenue generated by the Specialty Healthcare segment.

It is difficult to estimate the impact of the school closures and reopenings on the Company's fiscal 2021 and beyond. At some point in the future, its school clients will return to a normalized level of operations. However, the Company can give no assurance of when or even if this normalization will occur.

The Specialty Health Care segment continues to see new work proposals related to non-school related revenue streams. The Specialty Health Care segment's general response to the effects of COVID-19 is to continue to focus on maximizing gross margin by focusing on utilization of billable personnel and maximizing the efficiency of its SGA expense. The Company plans to refine its strategy for responding to COVID-19 as necessary as the situation develops.





Information Technology


Information Technology revenue of $9.1 million for the thirteen week period ended July 3, 2021 increased 14.2%, or $1.1 million, as compared to $7.9 million for the comparable prior year period. The increase in Information Technology was primarily driven by the Life Sciences practice. The Company believes that the Life Sciences industry has not seen a negative impact from COVID-19. Gross profit of $2.7 million for the thirteen week period ended July 3, 2021 increased 28.4%, or $0.6 million, as compared to $2.1 million for the comparable prior year period. The increase in gross profit was primarily due to the increase in revenue, but also increased by an increase in gross profit margin. The Information Technology gross profit margin for the thirteen week period ended July 3, 2021 was 29.4% as compared to 26.1% for the comparable prior year period. The Company attributes the gross profit margin increase to higher revenue from its Life Sciences practice and a concerted effort to increase gross profit margin. SGA expense decreased by $0.4 million to $2.0 million, as compared to $2.4 million in the comparable prior year period. The decrease in SGA expense was a driven by a concerted effort to reduce SGA expense after the uncertainty around the COVID-19 crisis. The Information Technology segment experienced operating income of $0.7 million as compared to an operating loss of $0.4 million for the comparable prior year period. The increase in operating income was primarily due to the increase in revenue and gross profit, and also the decrease in SGA expense.

It is difficult to assess both the current and future impact from COVID-19 to the Information Technology segment, due to the high degree of uncertainty around COVID-19 and the duration and extent of the pandemic. The Information Technology segment has seen a decline in its field services work as its personnel has limited access to client facilities. It is difficult to determine the impact on revenue from the loss in field services work.







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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Thirteen Week Period Ended July 3, 2021 Compared to Thirteen Week Period Ended June 27, 2020 (Continued)

Segment Discussion (Continued)

COVID-19 Impact to Information Technology Segment

The Company has transitioned most of its Information Technology workforce to work from home. While this has constituted a significant effort, particularly from a technology standpoint, the Company believes that this effort has been completed relatively effectively. The Company also believes that its Information Technology clients have been generally supportive of these efforts and believes further that it has not lost any significant, previously awarded work. The Information Technology segment's general response to the effects of COVID-19 is to continue to focus on maximizing gross margin by focusing on utilization of billable consultants and maximizing the efficiency of its SGA expense. The Company plans to refine its strategy for responding to COVID-19 as necessary as the situation develops.





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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Twenty-Six Week Period Ended July 3, 2021 Compared to Twenty-Six Week Period Ended June 27, 2020

A summary of operating results for the twenty-six week periods ended July 3, 2021 and June 27, 2020 is as follows (in thousands):





                                                 July 3, 2021                June 27, 2020
                                                            % of                         % of
                                            Amount        Revenue        Amount        Revenue
Revenue                                    $  93,482          100.0     $  77,685          100.0
Cost of services                              70,366           75.3        58,339           75.1
Gross profit                                  23,116           24.7        19,346           24.9

Selling, general and administrative           19,064           20.4        19,231           24.8
Depreciation and amortization of
property and equipment                           525            0.6           501            0.6
Amortization of acquired intangible
assets                                            89            0.1           160            0.2
Write-off of receivables and
professional fees
  incurred related to arbitration                  -            0.0         8,397           10.8
Tax credit professional fees                     120            0.1             -            0.0
                                              19,798           21.2        28,289           36.4

Operating income (loss)                        3,318            3.5        (8,943 )        (11.5 )
Other expense, net                               213            0.2           642            0.8

Income (loss) before income taxes              3,105            3.3        (9,585 )        (12.3 )
Income tax expense (benefit)                     842            0.9        (2,648 )         (3.4 )

Net income (loss)                          $   2,263            2.4     $  (6,937 )         (8.9 )



The Company follows a 52/53 week fiscal reporting calendar ending on the Saturday closest to December 31. The fiscal quarters ended July 3, 2021 and June 27, 2020 consisted of twenty-six weeks each.

Revenue. Revenue increased 20.3%, or $15.8 million, for the twenty-six week period ended July 3, 2021 as compared to the twenty-six week period ended June 27, 2020 (the "comparable prior year period"). Revenue increased $3.2 million in the Engineering segment, $11.2 million in the Specialty Health Care segment and $1.4 million in the Information Technology segment. See more detailed disclosure by segment in our Segment Discussion.

Cost of Services and Gross Profit. Cost of services increased 20.6%, or $12.0 million, for the twenty-six week period ended July 3, 2021 as compared to the comparable prior year period. Cost of services increased primarily due to the increase in revenue. Cost of services as a percentage of revenue for the twenty-six week periods ended July 3, 2021 and June 27, 2020 was 75.3% and 75.1%, respectively. See Segment Discussion for further information regarding changes in cost of services and gross profit.





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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Twenty-Six Week Period Ended July 3, 2021 Compared to Twenty-Six Week Period Ended June 27, 2020 (Continued)

Selling, General and Administrative. Selling, general and administrative ("SGA") expenses were $19.1 million for the twenty-six week period ended July 3, 2021 as compared to $19.2 million for the comparable prior year period. As a percentage of revenue, SGA expenses were 20.4% for the twenty-six week period ended July 3, 2021 and 24.8% for the comparable prior year period. See Segment Discussion for further information on SGA expense changes.

Write-off of receivables related to arbitration. The Company recorded a charge of $8.4 million during the comparable prior year period relating to its dispute with a customer that is a major utility in the United States. This dispute was resolved through binding arbitration April 2020. The charge consisted of $6.7 million for the portion of accounts receivable previously recognized by the Company that was not awarded by the arbitrator, $0.7 million from other projects with this customer that were not part of the arbitration, $0.8 million in professional fees related to the dispute and arbitration and $0.2 million of transit accounts receivable associated with disputed projects that were part of the arbitration. For the twenty-six week period ended July 3, 2021, there was no such charge. See discussion of Contingencies in Note 16 to the Condensed Consolidated Financial Statements included in this report.

Tax Credit Professional Fees. The Company incurred $0.1 million in tax credit professional fees in the twenty-six week period ended July 3, 2021 as compared to no tax credit professional fees in the comparable prior year period.

Other Expense. Other expense consists of interest expense, unused line fees and amortized loan costs on the Company's line of credit, net of interest income, imputed interest on contingent consideration and gains and losses on foreign currency transactions. Other expense, net decreased by $0.4 million as compared to the comparable prior year period. The primary component of the decrease related to interest expense, which decreased primarily due to a decreased average borrowing and a decreased borrowing rate under the Company's line of credit. The primary reason for the decreased average borrowing rate was change in macroeconomic borrowing rates.

Income Tax Expense (Benefit). The Company recognized $0.8 million of income tax expense for the twenty-six week period ended July 3, 2021, as compared to $2.6 million of income tax benefit for the comparable prior year period. The consolidated effective income tax rate for the current period was 26.9% as compared to 27.6% for the comparable prior year period. The projected fiscal 2021 income tax rates as of July 3, 2021, were approximately 28.0%, 26.4% and 15.2% in the United States, Canada, and Serbia, respectively. The relative income or loss generated in each jurisdiction can materially impact the overall effective income tax rate of the Company, particularly the ratio of Canadian and Serbian pretax income versus U.S. pretax income.

Differences between the effective tax rate and the applicable U.S. federal statutory rate may arise, primarily from the effect of state and local income taxes, share-based compensation, and potential tax credits available to the Company. The actual 2021 effective tax rate may vary from the estimate depending on the actual operating income earned in various jurisdictions, the potential availability of tax credits, and the exercise of stock options and vesting of share-based awards.





                                       41

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Twenty-Six Week Period Ended July 3, 2021 Compared to Twenty-Six Week Period Ended June 27, 2020 (Continued)





Segment Discussion



Engineering


Engineering revenues of $31.4 million for the twenty-six weeks ended July 3, 2021 increased 11.3%, or $3.2 million, compared to the comparable prior year period. The increase was comprised of the following: increases in Aerospace revenue of $3.8 million, and Industrial Processing revenue of $1.3 million, offset by decreases in Energy Services revenue of $0.4 million and the Canadian Power Systems Group revenue of $1.5 million. The increase in Aerospace revenue was primarily due to a new outsourcing engagement with one of the Company's major customers that is anticipated to become a multi-year contract. The increase in Industrial Processing revenue was primarily due to spending increases with several major customers seeking to upgrade their ethanol related production capability. The decreases in the Canadian Power Systems and Energy Services revenue were primarily due to spending decreases with several major customers and the impact of COVID-19. Gross profit decreased by 12.0%, or $1.0 million, as compared to the comparable prior year period. Gross profit decreased primarily because of the decrease in gross profit margin. Gross profit margin of 23.0% for the current period decreased from 29.1% for the comparable prior year period. The decrease in gross margin was primarily due to decreased revenue from the Canadian Power Systems Group, as lower revenue has negatively impacted utilization of the segment's billable consultants. Additionally, the new Aerospace contract will garner a lower gross margin than the Engineering segment typically experiences. The Engineering segment's SGA expense of $6.7 million was materially unchanged as compared to the comparable prior year period. The Engineering segment experienced operating income of $0.1 million for the twenty-six week period ended July 3, 2021, as compared to a $7.4 million operating loss for the comparable prior year period. The primary reason for the operating loss in the comparable prior year period was the $8.4 million write-off of receivables and professional fees incurred related to a discrete arbitration.

On July 30, 2021, the Company sold the principal assets and certain liabilities of its Pickering and Kincardine offices, located in Ontario, Canada. These two offices were often referred to as Canada Power Systems and principally provided engineering services to two major nuclear power providers in Canada. The two Canada Power Systems offices were part of a reporting unit within the Company's Engineering segment. The Company will continue to offer other engineering services in Canada and similar services in the United States. For the thirteen week periods ended July 3, 2021, and June 27, 2020, these two offices generated revenue of $2.1 million and $2.9 million, respectively. For the twenty-six week periods ended July 3, 2021, and June 27, 2020, these two offices generated revenue of $4.4 million and $5.9 million, respectively.

COVID-19 Impact to Engineering Segment

It is difficult to assess both the current and future impact from COVID-19 to the Engineering segment, due to the high degree of uncertainty around COVID-19 and the duration and extent of the pandemic. The Engineering segment has seen a decline in its field services work as its personnel has limited access to client facilities. It is difficult to determine the impact on revenue from the loss in field services work. The Company believes that an undetermined amount of field services work will eventually return as a portion of that work is mission-critical to our clients. However, given the uncertainties around COVID-19, the Company can give no assurances that it will see an increase in field services revenue. Additionally, the Company believes that COVID-19 has had a significant adverse impact on the budgets of many of its Aerospace and Utilities clients. The Company's Aerospace clients have seen an impact to their commercial lines of business. A number of the Company's Utility clients have been impacted by their customers' inability to pay their monthly electric bills.







                                       42

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Twenty-Six Week Period Ended July 3, 2021 Compared to Twenty-Six Week Period Ended June 27, 2020 (Continued)

Segment Discussion (Continued)

COVID-19 Impact to Engineering Segment (Continued)

The Company has transitioned most of its Engineering workforce to work from home. While this has constituted a significant effort, particularly from a technology standpoint, the Company believes that this effort has been completed relatively effectively. The Company also believes that its Engineering clients have been generally supportive of these efforts and believes further that it has not lost any significant, previously awarded work. The Engineering segment continues to see new work proposals, but not at the same level as seen prior to COVID-19. The Engineering segment's general response to the effects of COVID-19 is to continue to focus on maximizing gross margin by focusing on utilization of billable consultants and maximizing the efficiency of its SGA expense. The Company plans to refine its strategy for responding to COVID-19 as necessary as the situation develops.





Specialty Health Care



Specialty Health Care revenue of $44.1 million for the twenty-six week period ended July 3, 2021 increased 34.1%, or $11.2 million, as compared to the comparable prior year period. The increase in revenue was primarily driven by the Company's school clients. Revenue from school clients for the twenty-six week period ended July 3, 2021 was $27.4 million as compared to $23.2 million for the comparable prior year period. Revenue from non-school clients for the twenty-six week period ended July 3, 2021 was $16.7 million as compared to $9.7 million for the comparable prior year period. The Specialty Health Care segment's gross profit increased by 61.8%, or $4.0 million, to $10.6 million for the twenty-six week period ended July 3, 2021, as compared to $6.6 million for the prior year period. The increase in gross profit was primarily driven by the increase in revenue, but also a higher gross profit margin. Gross profit margin for the twenty-six week period ended July 3, 2021 increased to 24.1% as compared to 20.0% for the comparable prior year period. The increase in gross profit margin was primarily due to more normalized revenue and the high demand for certain services. Specialty Health Care experienced operating income of $2.0 million for the twenty-six week period ended July 3, 2021, as compared to an operating loss of $1.3 million for the comparable prior year period. The primary reason for the increase in operating income was the increase to gross profit, offset by an increase in SGA expense. SGA expense increased by $0.8 million to $8.5 million, as compared to $7.7 million in the comparable prior year period. The increase in SGA expense was primarily due to replacing our workforce that was furloughed in the prior year.

COVID-19 Impact to Specialty Health Care Segment

It is difficult to assess both the current and future impact from COVID-19 to the Specialty Health Care segment, due to the high degree of uncertainty around COVID-19 and the duration and extent of the pandemic, especially as it may impact schools where many of our personnel work. While the Company has worked to transition a portion of its Specialty Health Care workforce to work from home, this has been a difficult task. The Specialty Health Care segment has a small number of billable professionals performing services from home, in particular telehealth services. The Specialty Health Care segment's telehealth services are primarily a new service offering. The majority of the Specialty Health Care segment's services are historically delivered at schools and health care facilities. The Company believes that demand for much of its non-school services is very high as a result of COVID-19. However, health care professionals, such as nurses and doctors, are scarce and difficult to recruit. Furthermore, the Company believes that the demand for non-COVID-19 related healthcare services has been reduced as a result of the pandemic.







                                       43

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Twenty-Six Week Period Ended July 3, 2021 Compared to Twenty-Six Week Period Ended June 27, 2020 (Continued)

Segment Discussion (Continued)

COVID-19 Impact to Specialty Health Care Segment (Continued)

The Specialty Health Care Segment has historically derived much of its revenue from school systems. Many school systems nationwide, including most of the Company's school clients, closed down for in-person instruction in March 2020. Most of our school clients have opened with a combination of in-person and virtual lessons, while some have remained primarily virtual. The Company has limited information on when, and in what manner, they will reopen in a comparable manner as to how they operated before COVID-19. Many schools are under pressure by employee unions to limit in-person classes. Any announced plans are subject to rapid changes.

The Specialty Health Care's largest school clients are the New York City Department of Education, the Hawaii Department of Education, and the Chicago Public School System. There are numerous factors that could influence further decisions of these school systems on their operations. Any shift toward hybrid and remote operations can have a materially negative impact on revenue generated by the Specialty Healthcare segment.

It is difficult to estimate the impact of the school closures and reopenings on the Company's fiscal 2021 and beyond. At some point in the future, its school clients will return to a normalized level of operations. However, the Company can give no assurance of when or even if this normalization will occur.

The Specialty Health Care segment continues to see new work proposals related to non-school related revenue streams. The Specialty Health Care segment's general response to the effects of COVID-19 is to continue to focus on maximizing gross margin by focusing on utilization of billable personnel and maximizing the efficiency of its SGA expense. The Company plans to refine its strategy for responding to COVID-19 as necessary as the situation develops.





Information Technology


Information Technology revenue of $18.0 million for the twenty-six week period ended July 3, 2021 increased 8.4%, or $1.4 million, as compared to $16.6 million for the comparable prior year period. The increase in Information Technology was primarily driven by the Life Sciences practice. The Company believes that the Life Sciences industry has not seen a negative impact from COVID-19. Gross profit of $5.3 million for the twenty-six week period ended July 3, 2021 increased 15.1%, or $0.7 million, as compared to $4.6 million for the comparable prior year period. The increase in gross profit was primarily due to the increase in revenue, as well as an increase in gross profit margin. The Information Technology gross profit margin for the twenty-six week period ended July 3, 2021 was 29.3% as compared to 27.6% for the comparable prior year period. The Company attributes the gross profit margin increase to higher revenue from its Life Sciences practice and a concerted effort to increase gross profit margin. SGA expense decreased by $0.9 million to $3.9 million, as compared to $4.8 million in the comparable prior year period. The decrease in SGA expense was a driven by a concerted effort to reduce SGA expense after the uncertainty around the COVID-19 crisis. The Information Technology segment experienced operating income of $1.3 million as compared to an operating loss of $0.3 million for the comparable prior year period. The increase in operating income was primarily due to the increase in revenue and gross profit, and also the decrease in SGA expense.

It is difficult to assess both the current and future impact from COVID-19 to the Information Technology segment, due to the high degree of uncertainty around COVID-19 and the duration and extent of the pandemic. The Information Technology segment has seen a decline in its field services work as its personnel has limited access to client facilities. It is difficult to determine the impact on revenue from the loss in field services work.







                                       44

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Segment Discussion (Continued)

COVID-19 Impact to Information Technology Segment

The Company has transitioned most of its Information Technology workforce to work from home. While this has constituted a significant effort, particularly from a technology standpoint, the Company believes that this effort has been completed relatively effectively. The Company also believes that its Information Technology clients have been generally supportive of these efforts and believes further that it has not lost any significant, previously awarded work. The Information Technology segment's general response to the effects of COVID-19 is to continue to focus on maximizing gross margin by focusing on utilization of billable consultants and maximizing the efficiency of its SGA expense. The Company plans to refine its strategy for responding to COVID-19 as necessary as the situation develops.

Liquidity and Capital Resources

The following table summarizes the major captions from the Company's Condensed Consolidated Statements of Cash Flows (in thousands):





                                 Twenty-Six Week Periods Ended
                                 July 3,              June 27,
                                   2021                 2020
Cash provided by (used in):
Operating activities          $        6,117       $        17,783
Investing activities          $         (136 )     $          (111 )
Financing activities          $       (5,214 )     $       (17,764 )




Operating Activities


Operating activities provided $6.1 million of cash for the twenty-six week period ended July 3, 2021 as compared to providing cash of $17.8 million in the comparable prior year period. The major components of cash provided by or used in operating activities in the twenty-six week period ended July 3, 2021 and the comparable prior year period are as follows: net loss or income and changes in accounts receivable, the net of transit accounts payable and transit accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and accrued payroll and related costs.

For the twenty-six week period ended July 3, 2021, the Company experienced net income of $2.3 million as compared to a net loss of $6.9 million for the comparable prior year period. An increase in accounts receivables in the twenty-six week period ended July 3, 2021 used $0.9 million of cash as compared to providing cash of $12.2 million in the comparable prior year period. The Company primarily attributes this increase in accounts receivables for the twenty-six week period ended July 3, 2021 to the increase in revenue for the twenty-six week period ended July 3, 2021 as compared to the twenty-six week period ended June 27, 2020, partially offset by improved collections of accounts receivable.

While highly variable, the Company's transit accounts payable typically exceeds the Company's transit accounts receivable, but absolute amounts and differences fluctuate significantly from quarter to quarter in the normal course of business. The net of transit accounts payable and transit accounts receivable was a net payable of $2.3 million as of July 3, 2021 and a net payable of $2.4 million as of January 2, 2021, using $0.1 million of cash during the twenty-six week period ended July 3, 2021. The net of transit accounts payable and transit accounts receivable was a net payable of $0.5 million as of June 27, 2020 and a net receivable of $0.4 million as of December 28, 2019, generating $0.9 million of cash during the twenty-six week period ended June 27, 2020.







                                       45

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Liquidity and Capital Resources (Continued)

Operating Activities (Continued)

Prepaid expenses and other current assets provided cash of $2.0 million for the twenty-six week period ended July 3, 2021 as compared to $1.8 million of cash for the comparable prior year period. The Company attributes changes to prepaid expenses and other current assets, if any, to general timing of payments in the normal course of business. Since certain expenses are paid before a fiscal year concludes and are amortized over the next fiscal year, prepaid expenses and other current assets do tend to increase at the end of a fiscal year and decrease during the first half.

An increase in accounts payable and accrued expenses provided cash of $1.9 million for the twenty-six week period ended July 3, 2021 as compared to providing cash of $2.7 million for the comparable prior year period. The Company attributes these changes to a deliberate effort to defer payments for cash flow purposes and general timing of payments to vendors in the normal course of business. The Company's accounts payable and accrued expenses balance of $9.9 million as of July 3, 2021 includes $1.6 million for the settlement of a class action suit in California that alleges the Company did not properly pay its travel nurses overtime wages. The Company anticipates this liability will be paid as early as its fiscal 2021 fourth quarter.

Changes in accrued payroll and related costs used $0.2 million for the twenty-six week period ended July 3, 2021 as compared to providing cash of $1.0 million for the twenty-six week period ended June 27, 2020. There are four primary factors that generally impact accrued payroll and related costs: 1) there is a general correlation to operating expenses as payroll and related costs is the Company's largest expense group, so as operating costs increase or decrease, absent all other factors, so will the accrued payroll and related costs; 2) the Company pays the majority of its payroll every two weeks and normally has thirteen weeks in a fiscal quarter, which means that the Company normally has a major payroll on the last business day of every other quarter; 3) the timing of various payroll related payments varies in the normal course of business; and 4) most of the Company's senior management participate in annual incentive plans and while progress advances are sometimes made during the fiscal year, these accrued bonus balances, to the extent they are projected to be achieved, generally accumulate throughout the year. A significant portion of these incentive plan accruals are typically paid at the beginning of one fiscal year, pertaining to the prior fiscal year. The Company's last major payroll for the twenty-six week period ended July 3, 2021 was paid on July 2, 2021. During fiscal 2020, the Company deferred $3.3 million of employer payroll taxes under the CARES Act. These deferred payroll taxes must be paid in two equal installments at the end of calendar years 2021 and 2022.





Investing Activities


Investing activities used $0.1 million of cash for the twenty-six week period ended July 3, 2021 and $0.1 million for the twenty-six week period June 27, 2020. Investing activities for both periods presented were primarily related to expenditures for property and equipment.





Financing Activities


Financing activities used $5.2 million of cash for the twenty-six week period ended July 3, 2021 as compared to using cash of $17.8 million in the comparable prior year period. The Company made net payments under its line of credit of $2.2 million during the twenty-six week period ended July 3, 2021 as compared to making net payments of $17.4 million in the comparable prior year period. The Company used $2.6 million to repurchase shares of its common stock in the current period. The Company generated cash of $0.3 million and $0.1 million from sales of shares from its equity plans for the current period and the comparable prior year period, respectively. The Company paid contingent consideration of $0.5 million in the current period as compared to $0.4 million in the comparable prior year period.







                                       46

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Liquidity and Capital Resources (Continued)

Financing Activities (Continued)

Borrowings under the Revolving Credit Facility bear interest at one of two alternative rates, as selected by the Company at each incremental borrowing. These alternatives are: (i) 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 weighted average interest rate, including unused line fees, for the twenty-six week period ended July 3, 2021 was 2.2%.

All borrowings under the Revolving Credit Facility are collateralized by all of the assets of the Company and its subsidiaries and a pledge of the stock of its subsidiaries. The Revolving Credit Facility also contains various financial and non-financial covenants, such as a covenant that restricts the Company's ability to borrow in order to pay dividends. As of July 3, 2021, the Company was in compliance with all covenants contained in the Revolving Credit Facility (as amended). The Company believes that it will maintain compliance with its financial covenants for the foreseeable future.

Borrowings under the line of credit as of July 3, 2021 and January 2, 2021 were $9.7 million and $11.9 million, respectively. At both July 3, 2021 and January 2, 2021 there were letters of credit outstanding for $1.9 million. At July 3, 2021 and January 2, 2021, the Company had availability for additional borrowings under the Revolving Credit Facility of $33.4 million and $31.2 million, respectively.

Impact to Line of Credit from COVID-19

The Company is negatively impacted by COVID-19. While COVID-19 is expected to continue to negatively impact revenue, gross profit, and operating income for an undetermined period of time, the Company nevertheless does not expect a material negative impact from recent results. The Company plans to refine its strategy for responding to COVID-19 as the situation develops. The Company believes that its current line of credit is adequate to provide the necessary liquidity while COVID-19 impacts its operations.

Current Liquidity and Revolving Credit Facility

Liquidity is a measure of our ability to meet potential cash requirements, maintain our assets, fund our operations, and meet the other general cash needs of our business. Our liquidity is impacted by general economic, financial, competitive, and other factors beyond our control. Our liquidity requirements consist primarily of funds necessary to pay our expenses, principally labor-costs, and other related expenditures. We generally satisfy our liquidity needs through cash provided by operations and, when necessary, our revolving line of credit from Citizens Bank. The Company believes it has a great deal of flexibility to reduce its costs if it becomes necessary. The Company believes that it can satisfy its liquidity needs for at least the next twelve months.

The Company experiences volatility in its daily cash flow and, at times, relies on the revolving line of credit to provide daily liquidity for the Company's financial operations. As of July 3, 2021, the Company was in compliance with all financial covenants contained in the Revolving Credit Facility. The Company believes that it will maintain compliance with its financial covenants for the foreseeable future.





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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Liquidity and Capital Resources (Continued)





Commitments and Contingencies


The Company anticipates that its primary uses of capital in future periods will be for working capital purposes. Funding for any long-term and short-term capital requirements as well as future acquisitions will be derived from one or more of the Revolving Credit Facility (or a replacement thereof), funds generated through operations or future financing transactions. The Company is subject to legal proceedings and claims that arise from time to time in the ordinary course of its business, which may or may not be covered by insurance. Were an unfavorable final outcome to occur, there exists the possibility of a material adverse impact on our financial position, liquidity, and the results of operations.

The Company's business strategy is to achieve growth both internally through operations and externally through strategic acquisitions. The Company from time to time engages in discussions with potential acquisition candidates. The Company has acquired numerous companies throughout its history and those acquisitions have generally included significant future contingent consideration. As the size of the Company and its financial resources increase however, acquisition opportunities requiring significant commitments of capital may arise. In order to pursue such opportunities, the Company may be required to incur debt or issue potentially dilutive securities in the future. No assurance can be given as to the Company's future acquisition and expansion opportunities or how such opportunities will be financed.

The Company is exposed to various asserted claims as of July 3, 2021, where the Company believes it has a probability of loss. As of July 3, 2021, the Company has accrued $1.9 million for asserted claims of $1.9 million. Additionally, the Company is exposed to other asserted claims whereby an amount of loss has not been declared, and the Company cannot determine the potential loss. Any of these various claims could result in an unfavorable outcome or settlement that exceeds the accrued amounts. However, the Company believes that such matters will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. Included in the July 3, 2021 accrual of $1.9 million, the Company has reserved $1.6 million for the settlement of a class-action suit in California that alleges the Company did not properly pay its travel nurses overtime wages. While the Company believes it did not violate any overtime wage laws, it nevertheless decided to settle this class action lawsuit in December 2020. The Company expects to pay the $1.6 million settlement sometime during the fourth quarter of fiscal 2021.

The Company utilizes SAP software for its financial reporting and accounting system which was implemented in 1999 and has not undergone significant upgrades since its initial implementation. The Company believes that it will become necessary to upgrade or replace its SAP financial reporting and accounting system. The Company has not determined when this contemplated replacement may be necessary. The Company estimates this upgrade or replacement of its financial reporting and accounting system will cost between $0.5 million and $1.0 million. These estimates are subject to material change.

The Company's current commitments consist primarily of lease obligations for office space. The Company believes that its capital resources are sufficient to meet its present obligations and those to be incurred in the normal course of business for at least the next 12 months.

The Company leases office facilities and various equipment under non-cancelable leases expiring at various dates through November 2025. Certain leases are subject to escalation clauses based upon changes in various factors.





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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS (CONTINUED)



Liquidity and Capital Resources (Continued)





Future Contingent Payments


Maturities of lease liabilities are as follows:





                             Operating       Finance
Fiscal Year                   Leases         Leases
2021 (after July 3, 2021)   $     1,036     $     104
2022                              1,542           108
2023                                967             -
2024                                233             -
2025                                 48             -

Total lease payments              3,826           212
Less: imputed interest             (157 )          (2 )
Total                       $     3,669     $     210

As of July 3, 2021, the Company had two active acquisition agreements whereby additional contingent consideration may be earned by the former shareholders: 1) effective October 1, 2017, the Company acquired all of the stock of PSR Engineering Solutions d.o.o. Beograd (Voždovac) ("PSR") and 2) effective September 30, 2018, the Company acquired certain assets of Thermal Kinetics Engineering, PLLC and Thermal Kinetics Systems, LLC (together, "TKE"). The Company estimates future contingent payments at July 3, 2021 as follows:





Fiscal Year Ending                                     Total
January 1, 2022 (after July 3, 2021)                 $    28
December 31, 2022                                      1,750
December 30, 2023                                        638

Estimated future contingent consideration payments $ 2,416

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 after July 3, 2021 are capped at a cumulative maximum of $2.4 million. The Company estimates future contingent consideration payments based on forecasted performance and recorded the fair value of those expected payments as of July 3, 2021. During the twenty-six week period ended July 3, 2021, the Company measured the intangibles acquired at fair value on a non-recurring basis. Contingent consideration related to acquisitions is recorded at fair value (level 3) with changes in fair value recorded in other (expense) income, net.





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