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.
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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.
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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.
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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.
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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.
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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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