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The fair value of each option grant in the Nonemployee Director Stock Option Plans was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for the indicated periods: As of December 31, 2007, there was no unrecognized compensation cost related to share-based payments under this plan A summary of the status of the Company's Non-employee Director Stock Option Plan at December 31, 2007, 2006, and 2005, and changes during the same periods are presented in the tables and narrative below: GENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (6) STOCK-BASED COMPENSATION PLANS, continued A summary of the status of the Company's non-vested non-employee director stock option plan activity for the years ended December 31, 2007, 2006, and 2005, are presented in the table and narrative below: Employee Stock Purchase Plan In 2003, a new Employee Stock Purchase Plan covering 1,200,000 shares was approved by the shareholders, replacing a prior plan. |
/s/ Fred Bauer Director - ------------------------------------- Fred Bauer /s/ Gary Goode Director - ------------------------------------- Gary Goode /s/ Kenneth La Grand Director - ------------------------------------- Kenneth La Grand /s/ Arlyn Lanting Director - ------------------------------------- Arlyn Lanting /s/ John Mulder Director - ------------------------------------- John Mulder /s/ Rande Somma Director - ------------------------------------- Rande Somma /s/ Fred Sotok Director - ------------------------------------- Fred Sotok /s/ Wallace Tsuha Director - ------------------------------------- Wallace Tsuha REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Gentex Corporation: We have audited the accompanying consolidated balance sheets of Gentex Corporation and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of income, shareholders' investment and cash flows for each of the three years in the period ended December 31, 2006. |
/s/ Fred Bauer Director - ----------------------------------- Fred Bauer /s/ Gary Goode Director - ----------------------------------- Gary Goode /s/ Kenneth La Grand Director - ----------------------------------- Kenneth La Grand /s/ Arlyn Lanting Director - ----------------------------------- Arlyn Lanting /s/ John Mulder Director - ----------------------------------- John Mulder /s/ Rande Somma Director - ----------------------------------- Rande Somma /s/ Fred Sotok Director - ----------------------------------- Fred Sotok /s/ Wallace Tsuha Director - ----------------------------------- Wallace Tsuha /s/ Leo Weber Director - ----------------------------------- Leo Weber REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Gentex Corporation: We have audited the accompanying consolidated balance sheets of Gentex Corporation and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, shareholders' investment and cash flows for each of the three years in the period ended December 31, 2005. |
/s/ Fred Bauer Director - ----------------------------------------------------- Director Fred Bauer /s/ Gary Goode - ----------------------------------------------------- Director Gary Goode /s/ Kenneth La Grand - ----------------------------------------------------- Director Kenneth La Grand /s/ Arlyn Lanting - ---------------------------------------------------- Director Arlyn Lanting /s/ John Mulder - ---------------------------------------------------- Director John Mulder /s/ Fred Sotok - ----------------------------------------------------- Director Fred Sotok /s/ Ted Thompson - ----------------------------------------------------- Director Ted Thompson /s/ Wallace Tsuha - ----------------------------------------------------- Director Wallace Tsuha /s/ Leo Weber - ----------------------------------------------------- Director Leo Weber REPORT OF INDEPENDENT AUDITORS To the Board of Directors and Shareholders of Gentex Corporation: We have audited the accompanying consolidated balance sheets of Gentex Corporation and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income, shareholders' investment and cash flows for each of the three years in the period ended December 31, 2003. |
/s/ Fred Bauer Director - ----------------------------------------------------- Fred Bauer /s/ Mickey E. Fouts Director - ----------------------------------------------------- Mickey E. Fouts /s/ Kenneth La Grand Director - ----------------------------------------------------- Kenneth La Grand /s/ Arlyn Lanting Director - ----------------------------------------------------- Arlyn Lanting /s/ John Mulder Director - ----------------------------------------------------- John Mulder Director - ----------------------------------------------------- Fred Sotok /s/ Ted Thompson Director - ----------------------------------------------------- Ted Thompson /s/ Leo Weber Director - ----------------------------------------------------- Leo Weber - 17 - REPORT OF INDEPENDENT AUDITORS To the Board of Directors and Shareholders of Gentex Corporation: We have audited the accompanying consolidated balance sheets of Gentex Corporation and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income, shareholders' investment and cash flows for each of the three years in the period ended December 31, 2001. |
/s/ Fred Bauer Director - ----------------------------------------------------- Fred Bauer /s/ Mickey E. Fouts Director - ----------------------------------------------------- Mickey E. Fouts /s/ Kenneth La Grand Director - ----------------------------------------------------- Kenneth La Grand /s/ Arlyn Lanting Director - ----------------------------------------------------- Arlyn Lanting /s/ John Mulder Director - ----------------------------------------------------- John Mulder /s/ Fred Sotok Director - ----------------------------------------------------- Fred Sotok Director - ----------------------------------------------------- Ted Thompson /s/ Leo Weber Director - ----------------------------------------------------- Leo Weber REPORT OF INDEPENDENT AUDITORS Gentex Corporation Board of Directors and Shareholders We have audited the accompanying consolidated balance sheets of GENTEX CORPORATION (a Michigan corporation) and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of income, shareholders' investment and cash flows for the years ended. |
The Company’s larger recognizable customers include ADP, Alstom Grid, American Electric Power, Amgen, AMN Healthcare, Atlantic City Electric Company, Atrium Medical, Aya Healthcare, Baltimore Gas & Electric, Bimbo Bakeries, Black and McDonald, Bruce Power Limited Partnership (“Bruce Power”), Bruckner Supply Company, Chicago Public Schools, Chrysler Corporation, Con Edison, Covanta, Entergy, Cross Country, Eversource Energy, Equifax, Exelon, First Energy, FlightSafety International, Granges Americas, Hamilton Sundstrand, Hawaii Department of Education, Hawaii Department of Public Safety, Hawaii State Hospital, Heartland Corn Products, ImClone Systems, Immucor, Johnson and Johnson, Lilly del Caribe, Lockheed Martin, New York City Board of Education, New York Power Authority, Ontario Power Generation, Pfizer, Pratt and Whitney, Praxair, PSE&G, Regeneron Pharmaceuticals, Remedy Partners, Right Sourcing, School District of Philadelphia, Scope Infotech, Sikorsky Aircraft, SNC Lavalin, United Health Group, United Technologies Corporation, Verizon, Vermont Yankee Nuclear Power, WE Energies and Western Alliance Bank. |
Under the terms of the Executive Severance Agreement, if either (a) the Executive is involuntarily terminated by the Company for any reason other than “Cause” (as defined therein), “Disability” (as defined therein) or death, or (b) the Executive resigns for “Good Reason” (as defined therein), and, in each case, the termination is not a “Termination Related to a Change in Control” (as defined below), the Executive will receive the following severance payments: (i) an amount equal to 1.5 times the sum of (a) the Executive’s annual base salary as in effect immediately prior to the termination date (before taking into account any reduction that constitutes Good Reason) (“Annual Base Salary”) and (b) the highest annual bonus paid to the Executive in any of the three fiscal years immediately preceding his termination date (“Bonus”), to be paid in installments over the twelve month period following the Executive’s termination date; and (ii) for a period of eighteen months following the Executive’s termination date, a monthly payment equal to the monthly COBRA premium that the Executive is required to pay to continue medical, vision, and dental coverage, for himself and, where applicable, his spouse and eligible dependents. |
Under the terms of the Executive Severance Agreement, if a Change in Control occurs and (a) the Executive experiences a Termination Related to a Change in Control on account of (i) an involuntary termination by the Company for any reason other than Cause, death, or Disability, (ii) an involuntary termination by the Company within twelve months (for Mr. Vizi) or three months (for Mr. Miller) following a Change in Control on account of Disability or death, or (iii) a resignation by the Executive with Good Reason; or (b) in the case of Mr. Miller, a resignation by Mr. Miller, with or without Good Reason, which results in a termination date that is the last day of the three month period following a Change in Control, then the Executive will receive the following severance payments: (1) a lump sum payment equal to two times the sum of the Executive’s (a) Annual Base Salary and (b) Bonus; and (2) a lump sum payment equal to twenty-four multiplied by the monthly COBRA premium cost, as in effect immediately prior to the Executive’s termination date, for the Executive to continue medical, dental and vision coverage, as applicable, in such Company plans for himself and, if applicable, his spouse and eligible dependents. |
Date: March 5, 2020 By: /s/ Bradley S. Vizi Bradley S. Vizi Executive Chairman and President Date: March 5, 2020 By: /s/ Kevin D. Miller Kevin D. Miller Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) Date: March 5, 2020 By: /s/ Roger H. Ballou Roger H. Ballou Director Date: March 5, 2020 By: /s/ Richard A. Genovese Richard A. Genovese Director Date: March 5, 2020 By: /s/ Swarna Kakodkar Swarna Kakodkar Director Date: March 5, 2020 By: /s/ Leon Kopyt Leon Kopyt Founder and Chairman Emeritus Date: March 5, 2020 By: /s/ S. Gary Snodgrass S. Gary Snodgrass Director RCM TECHNOLOGIES, INC. FORM 10-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page Consolidated Balance Sheets, December 28, 2019 and December 29, 2018 Consolidated Statements of Income, Fiscal Years Ended December 28, 2019 and December 29, 2018 Consolidated Statements of Comprehensive Income, Fiscal Years Ended December 28, 2019 and December 29, 2018 Consolidated Statements of Changes in Stockholders’ Equity, Fiscal Years Ended December 28, 2019 and December 29, 2018 Consolidated Statements of Cash Flows, Fiscal Years Ended December 28, 2019 and December 29, 2018 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Schedule II RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 28, 2019 and December 29, 2018 (Amounts in thousands, except share and per share amounts, unless otherwise indicated) The accompanying notes are an integral part of these consolidated financial statements. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. |
The Company’s larger recognizable customers include ADP, Alstom Grid, American Electric Power, Amgen, AMN Healthcare, Atlantic City Electric Company, Atrium Medical, Axa Helthcare, Baltimore Gas & Electric, Bimbo Bakeries, Black and McDonald, Bruce Power Limited Partnership (“Bruce Power”), Bruckner Supply Company, Chicago Public Schools, Chrysler Corporation, Con Edison, Covanta, Entergy, Cross Country, Eversource Energy, Equifax, Exelon Nuclear, First Energy, FlightSafety International, Hamilton Sundstrand, Hawaii Department of Education, Hawaii Department of Public Safety, Hawaii State Hospital, Heartland Corn Products, ImClone Systems, Immucor, Johnson and Johnson, Lilly del Caribe, New York City Board of Education, New York Power Authority, Ontario Power Generation, Pfizer, Pratt and Whitney, Praxair, PSE&G, Remedy Partners, Right Sourcing, School District of Philadelphia, Scope Infotech, Sikorsky Aircraft, SNC Lavalin, United Health Group, United Technologies Corporation, Verizon, Vermont Yankee Nuclear Power and WE Energies. |
Under the terms of the Executive Severance Agreement, if either (a) the Executive is involuntarily terminated by the Company for any reason other than “Cause” (as defined therein), “Disability” (as defined therein) or death, or (b) the Executive resigns for “Good Reason” (as defined therein), and, in each case, the termination is not a “Termination Related to a Change in Control” (as defined below), the Executive will receive the following severance payments: (i) an amount equal to 1.5 times the sum of (a) the Executive’s annual base salary as in effect immediately prior to the termination date (before taking into account any reduction that constitutes Good Reason) (“Annual Base Salary”) and (b) the highest annual bonus paid to the Executive in any of the three fiscal years immediately preceding his termination date (“Bonus”), to be paid in installments over the twelve month period following the Executive’s termination date; and (ii) for a period of eighteen months following the Executive’s termination date, a monthly payment equal to the monthly COBRA premium that the Executive is required to pay to continue medical, vision, and dental coverage, for himself and, where applicable, his spouse and eligible dependents. |
Under the terms of the Executive Severance Agreement, if a Change in Control occurs and (a) the Executive experiences a Termination Related to a Change in Control on account of (i) an involuntary termination by the Company for any reason other than Cause, death, or Disability, (ii) an involuntary termination by the Company within twelve months (for Mr. Vizi) or three months (for Mr. Miller) following a Change in Control on account of Disability or death, or (iii) a resignation by the Executive with Good Reason; or (b) in the case of Mr. Miller, a resignation by Mr. Miller, with or without Good Reason, which results in a termination date that is the last day of the three month period following a Change in Control, then the Executive will receive the following severance payments: (1) a lump sum payment equal to two times the sum of the Executive’s (a) Annual Base Salary and (b) Bonus; and (2) a lump sum payment equal to twenty-four multiplied by the monthly COBRA premium cost, as in effect immediately prior to the Executive’s termination date, for the Executive to continue medical, dental and vision coverage, as applicable, in such Company plans for himself and, if applicable, his spouse and eligible dependents. |
Date: March 11, 2019 By: /s/ Bradley S. Vizi Bradley S. Vizi Executive Chairman and President Date: March 11, 2019 By: /s/ Kevin D. Miller Kevin D. Miller Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) Date: March 11, 2019 By: /s/ Roger H. Ballou Roger H. Ballou Director Date: March 11, 2019 By: /s/ Richard A. Genovese Richard A. Genovese Director Date: March 11, 2019 By: /s/ Leon Kopyt Leon Kopyt Founder and Chairman Emeritus Date: March 11, 2019 By: /s/ S. Gary Snodgrass S. Gary Snodgrass Director RCM TECHNOLOGIES, INC. FORM 10-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page Consolidated Balance Sheets, December 29, 2018 and December 30, 2017 Consolidated Statements of Income, Fiscal Years Ended December 29, 2018 and December 30, 2017 Consolidated Statements of Comprehensive Income, Fiscal Years Ended December 29, 2018 and December 30, 2017 Consolidated Statements of Changes in Stockholders’ Equity, Fiscal Years Ended December 29, 2018 and December 30, 2017 Consolidated Statements of Cash Flows, Fiscal Years Ended December 29, 2018 and December 30, 2017 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Schedule II RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 29, 2018 and December 30, 2017 (Amounts in thousands, except share and per share amounts, unless otherwise indicated) The accompanying notes are an integral part of these consolidated financial statements. |
The following tables reflect the results of the segments consistent with the Company’s management system: Fiscal Year Ended December 29, 2018 Engineering Specialty Health Care Information Technology Corporate Total Revenue $86,078 $83,663 $30,611 $ - $200,352 Cost of services 63,488 64,860 22,694 - 151,042 Gross profit 22,590 18,803 7,917 - 49,310 Selling, general and administrative 16,073 16,500 7,813 - 40,386 Depreciation and amortization of property and equipment - 1,442 Amortization of acquired intangible assets - - - Severance, professional fees, office closures and other charges - - - 1,571 1,571 Tax credit professional fees - - - Operating income (loss) $5,431 $1,920 $6 ($1,942 ) $5,415 Total assets as of December 29, 2018 $47,837 $21,636 $7,577 $4,460 $81,510 Capital expenditures $930 $222 $120 $246 $1,518 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended December 29, 2018 and December 30, 2017 (Dollars in thousands, except share and per share amounts, unless otherwise indicated) 14. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. |
Under the terms of the Executive Severance Agreements, if either (a) the executive is involuntarily terminated by the Company for any reason other than "Cause" (as defined therein), "Disability" (as defined therein) or death, or (b) the executive resigns for "Good Reason" (as defined therein), and, in each case, the termination is not a "Termination Related to a Change in Control" (as defined below), the executive will receive the following severance payments: (i) an amount equal to 1.5 times the sum of (a) the executive's annual base salary as in effect immediately prior to the termination date (before taking into account any reduction that constitutes Good Reason) ("Annual Base Salary") and (b) the highest annual bonus paid to the executive in any of the three fiscal years immediately preceding the executive's termination date ("Bonus"), to be paid in installments over the twelve month period following the executive's termination date; and (ii) for a period of eighteen months following the executive's termination date, a monthly payment equal to the monthly COBRA premium that the executive is required to pay to continue medical, vision, and dental coverage, for himself and, where applicable, his spouse and eligible dependents. |
Under the terms of the Executive Severance Agreements, if a Change in Control occurs and (a) the executive experiences a Termination Related to a Change in Control on account of (i) an involuntary termination by the Company for any reason other than Cause, death, or Disability, (ii) an involuntary termination by the Company within a specified period of time following a Change in Control (i.e., twelve months for Mr. Campanelli and three months for Mr. Miller) on account of Disability or death, or (iii) a resignation by the executive with Good Reason; or (b) a resignation by the executive, with or without Good Reason, which results in a termination date that is the last day of the specified period (i.e., twelve months for Mr. Campanelli and three months for Mr. Miller) following a Change in Control, then the executive will receive the following severance payments: (1) a lump sum payment equal to two times the sum of the executive's (a) Annual Base Salary and (b) Bonus; and (2) a lump sum payment equal to twenty-four multiplied by the monthly COBRA premium cost, as in effect immediately prior to the executive's termination date, for the executive to continue medical, dental and vision coverage, as applicable, in such Company plans for himself and, if applicable, his spouse and eligible dependents. |
Date: March 7, 2018 By: /s/ Rocco Campanelli Rocco Campanelli President and Chief Executive Officer (Principal Executive Officer) Date: March 7, 2018 By: /s/ Kevin D. Miller Kevin D. Miller Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) Date: March 7, 2018 By: /s/ Bradley S. Vizi Bradley S. Vizi Chairman and Director Date: March 7, 2018 By: /s/ Roger H. Ballou Roger H. Ballou Director Date: March 7, 2018 By: /s/ Maier O. Fein Maier O. Fein Director Date: March 7, 2018 By: /s/ Leon Kopyt Leon Kopyt Founder and Chairman Emeritus Date: March 7, 2018 By: /s/ Richard D. Machon Richard D. Machon Director Date: March 7, 2018 By: /s/ S. Gary Snodgrass S. Gary Snodgrass Director RCM TECHNOLOGIES, INC. FORM 10-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page Consolidated Balance Sheets, December 30, 2017 and December 31, 2016 Consolidated Statements of Income, Fiscal Years Ended December 30, 2017 and December 31, 2016 Consolidated Statements of Comprehensive Income, Fiscal Years Ended December 30, 2017 and December 31, 2016 Consolidated Statements of Changes in Stockholders' Equity, Fiscal Years Ended December 30, 2017 and December 31, 2016 Consolidated Statements of Cash Flows, Fiscal Years Ended December 30, 2017 and December 31, 2016 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Schedule II RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 30, 2017 and December 31, 2016 (Amounts in thousands, except share and per share amounts, unless otherwise indicated) The accompanying notes are an integral part of these consolidated financial statements. |
The following tables reflect the results of the segments consistent with the Company's management system: Fiscal Year Ended December 30, 2017 Engineering Specialty Health Care Information Technology Corporate Total Revenue $82,753 $71,316 $32,668 $ - $186,737 Cost of services 60,352 53,801 24,197 - 138,350 Gross profit 22,401 17,515 8,471 - 48,387 Selling, general and administrative 16,114 15,811 8,460 - 40,385 Legal, office closures and other charges - - - 1,447 1,447 Tax credit professional fees - - - Change in contingent consideration - - - Goodwill impairment - - 3,478 - 3,478 Depreciation and amortization 1,186 - 1,757 Operating income (loss) $4,320 $1,318 ($3,652 ) ($1,706 ) $280 Total assets as of December 30, 2017 $35,121 $22,718 $6,288 $9,152 $73,279 Capital expenditures $472 $494 - $74 $1,040 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended December 30, 2017 and December 31, 2016 (Dollars in thousands, except share and per share amounts, unless otherwise indicated) 14. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. |
Under the terms of the Executive Severance Agreements, if either (a) the executive is involuntarily terminated by the Company for any reason other than "Cause" (as defined therein), "Disability" (as defined therein) or death, or (b) the executive resigns for "Good Reason" (as defined therein), and, in each case, the termination is not a "Termination Related to a Change in Control" (as defined below), the executive will receive the following severance payments: (i) an amount equal to 1.5 times the sum of (a) the executive's annual base salary as in effect immediately prior to the termination date (before taking into account any reduction that constitutes Good Reason) ("Annual Base Salary") and (b) the highest annual bonus paid to the executive in any of the three fiscal years immediately preceding the executive's termination date ("Bonus"), to be paid in installments over the twelve month period following the executive's termination date; and (ii) for a period of eighteen months following the executive's termination date, a monthly payment equal to the monthly COBRA premium that the executive is required to pay to continue medical, vision, and dental coverage, for himself and, where applicable, his spouse and eligible dependents. |
Under the terms of the Executive Severance Agreements, if a Change in Control occurs and (a) the executive experiences a Termination Related to a Change in Control on account of (i) an involuntary termination by the Company for any reason other than Cause, death, or Disability, (ii) an involuntary termination by the Company within a specified period of time following a Change in Control (i.e., twelve months for Mr. Campanelli and three months for Mr. Miller) on account of Disability or death, or (iii) a resignation by the executive with Good Reason; or (b) a resignation by the executive, with or without Good Reason, which results in a termination date that is the last day of the specified period (i.e., twelve months for Mr. Campanelli and three months for Mr. Miller) following a Change in Control, then the executive will receive the following severance payments: (1) a lump sum payment equal to two times the sum of the executive's (a) Annual Base Salary and (b) Bonus; and (2) a lump sum payment equal to twenty-four multiplied by the monthly COBRA premium cost, as in effect immediately prior to the executive's termination date, for the executive to continue medical, dental and vision coverage, as applicable, in such Company plans for himself and, if applicable, his spouse and eligible dependents. |
Date: March 2, 2017 By: /s/ Rocco Campanelli Rocco Campanelli President and Chief Executive Officer (Principal Executive Officer) Date: March 2, 2017 By: /s/ Kevin D. Miller Kevin D. Miller Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) Date: March 2, 2017 By: /s/ Bradley S. Vizi Bradley S. Vizi Chairman and Director Date: March 2, 2017 By: /s/ Roger H. Ballou Roger H. Ballou Director Date: March 2, 2017 By: /s/ Maier O. Fein Maier O. Fein Director Date: March 2, 2017 By: /s/ Leon Kopyt Leon Kopyt Founder and Chairman Emeritus Date: March 2, 2017 By: /s/ Richard D. Machon Richard D. Machon Director Date: March 2, 2017 By: /s/ S. Gary Snodgrass S. Gary Snodgrass Director RCM TECHNOLOGIES, INC. FORM 10-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page Consolidated Balance Sheets, December 31, 2016 and January 2, 2016 Consolidated Statements of Income, Fiscal Years Ended December 31, 2016 and January 2, 2016 Consolidated Statements of Comprehensive Income, Fiscal Years Ended December 31, 2016 and January 2, 2016 Consolidated Statements of Changes in Stockholders' Equity, Fiscal Years Ended December 31, 2016 and January 2, 2016 Consolidated Statements of Cash Flows, Fiscal Years Ended December 31, 2016 and January 2, 2016 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Schedule II RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2016 and January 2, 2016 (Amounts in thousands, except share and per share amounts, unless otherwise indicated) The accompanying notes are an integral part of these consolidated financial statements. |
The following tables reflect the results of the segments consistent with the Company's management system: Fiscal Year Ended December 31, 2016 Engineering Information Technology Specialty Health Care Corporate Total Revenue $73,853 $42,812 $59,783 $ - $176,448 Cost of services 54,182 31,145 44,091 - 129,418 Gross profit 19,671 11,667 15,692 - 47,030 Selling, general and administrative 15,168 10,948 13,947 - 40,063 Legal settlement and office closure - - - 1,283 1,283 Depreciation and amortization 1,120 - 1,569 Operating income (loss) $3,383 $527 $1,488 ($1,283 ) $4,115 Total assets $35,535 $11,705 $18,565 $4,026 $69,831 Capital expenditures $620 $52 $149 $25 $846 Fiscal Year Ended January 2, 2016 Engineering Information Technology Specialty Health Care Corporate Total Revenue $80,713 $58,885 $46,138 $ - $185,736 Cost of services 60,472 40,787 32,592 - 133,851 Gross profit 20,241 18,098 13,546 - 51,885 Selling, general and administrative 15,829 14,854 11,884 - 42,567 Depreciation and amortization 1,044 - 1,467 Operating income $3,368 $3,004 $1,479 $ - $7,851 Total assets $41,689 $14,011 $18,520 $7,116 $81,336 Capital expenditures $1,238 $18 $73 $1,461 $2,790 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended December 31, 2016 and January 2, 2016 (Dollars in thousands, except share and per share amounts, unless otherwise indicated) 14. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. |
Date: February 22, 2012 By: /s/ Leon Kopyt Leon Kopyt Chairman, President, Chief Executive Officer (Principal Executive Officer) and Director Date: February 22, 2012 By: /s/ Kevin D. Miller Kevin D. Miller Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) Date: February 22, 2012 By: /s/ Robert B. Kerr Robert B. Kerr Director Date: February 22, 2012 By: /s/ Richard D. Machon Richard D. Machon Director Date: February 22, 2012 By: /s/ Lawrence Needleman Lawrence Needleman Director Date: February 22, 2012 By: /s/ S. Gary Snodgrass S. Gary Snodgrass Director RCM TECHNOLOGIES, INC. FORM 10-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page Consolidated Balance Sheets, December 31, 2011 and January 1, 2011 Consolidated Statements of Income, Fiscal Years Ended December 31, 2011 and January 1, 2011 Consolidated Statements of Changes in Stockholders' Equity and Consolidated Statements of Comprehensive Income, Fiscal Years Ended December 31, 2011 and January 1, 2011 Consolidated Statements of Cash Flows, Fiscal Years Ended December 31, 2011 and January 1, 2011 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firms Schedule II RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2011 and January 1, 2011 (Dollars in thousands, except share and per share amounts, unless otherwise indicated) The accompanying notes are an integral part of these financial statements. |
SEGMENT INFORMATION - CONTINUING OPERATIONS (CONTINUED) Fiscal Year Ended December 31, 2011 Information Technology Engineering Specialty Health Care Corporate Total Revenue $53,830 $62,612 $27,369 $ - $143,811 Cost of services 38,469 46,472 18,134 - 103,075 Selling, general and administrative 14,208 11,081 7,289 - 32,578 Depreciation and amortization - 1,149 Operating income $714 $4,488 $1,807 $ - $7,009 Total assets $14,742 $27,857 $9,055 $34,524 $86,178 Capital expenditures $15 $183 $ - $76 $274 Fiscal Year Ended January 1, 2011 Information Technology Engineering Specialty Health Care Corporate Total Revenue $71,597 $64,558 $25,867 $ - $162,022 Cost of services 51,316 47,669 16,850 - 115,835 Selling, general and administrative 18,213 10,732 6,880 - 35,825 Depreciation and amortization - 1,341 Operating income $1,557 $5,460 $2,004 $ - $9,021 Total assets $16,226 $25,382 $9,218 $32,186 $83,012 Capital expenditures $12 $48 $ - $41 $101 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal Years Ended December 31, 2011 and January 1, 2011 (Dollars in thousands, except share and per share amounts, unless otherwise indicated) 14. |
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Fiscal Year Ended December 31, 2011 Sales Gross Profit Operating Income Income from Continuing Operations Diluted Income from Continuing Operations Per Share 1st Quarter $38,706 $11,050 $2,057 $1,175 $0.09 2nd Quarter 36,514 10,460 2,023 1,242 $0.09 3rd Quarter 33,559 9,098 $0.06 4th Quarter 35,032 10,128 2,187 1,137 $0.09 Total $143,811 $40,736 $7,009 $4,278 $0.33 Fiscal Year Ended January 1, 2011 Sales Gross Profit Operating Income Income from Continuing Operations Diluted Income from Continuing Operations Per Share 1st Quarter $45,329 $12,345 $2,088 $2,427 $0.19 2nd Quarter 42,811 12,457 2,770 1,650 $0.12 3rd Quarter 37,489 10,623 1,882 1,171 $0.09 4th Quarter 36,393 10,762 2,281 1,169 $0.09 Total $162,022 $46,187 $9,021 $6,417 $0.49 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders RCM Technologies, Inc. We have audited the accompanying consolidated balance sheets of RCM Technologies, Inc. (a Nevada corporation) and Subsidiaries (the Company) as of December 31, 2011 and January 1, 2011 and the related consolidated statements of income, changes in stockholders’ equity, comprehensive income and cash flows for the fiscal years then ended. |
/s/ EisnerAmper LLP EisnerAmper LLP Edison, New Jersey February 22, 2012 EXHIBIT 31.1 CERTIFICATION REQUIRED BY RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, Leon Kopyt, certify that: 1.I have reviewed this annual report on Form 10-K of RCM Technologies, Inc. (the “registrant”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 22, 2012 /s/ Leon Kopyt Leon Kopyt Chairman and Chief Executive Officer EXHIBIT 31.2 CERTIFICATION REQUIRED BY RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, Kevin D. Miller, certify that: 1.I have reviewed this annual report on Form 10-K of RCM Technologies, Inc. (the “registrant”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 22, 2011 By: /s/ Leon Kopyt Leon Kopyt Chairman, President, Chief Executive Officer (Principal Executive Officer) and Director Date: February 22, 2011 By: /s/ Kevin D. Miller Kevin D. Miller Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) Date: February 22, 2011 By: /s/ Norman S. Berson Norman S. Berson Director Date: February 22, 2011 By: /s/ Robert B. Kerr Robert B. Kerr Director Date: February 22, 2011 By: /s/ Richard D. Machon Richard D. Machon Director Date: February 22, 2011 By: /s/ Lawrence Needleman Lawrence Needleman Director Date: February 22, 2011 By: /s/ S. Gary Snodgrass S. Gary Snodgrass Director RCM TECHNOLOGIES, INC. FORM 10-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page Consolidated Balance Sheets, January 1, 2011 and January 2, 2010 Consolidated Statements of Income, Fiscal Years Ended January 1, 2011 and January 2, 2010 Consolidated Statements of Changes in Stockholders' Equity and Consolidated Statements of Comprehensive Income, Fiscal Years Ended January 1, 2011 and January 2, 2010 Consolidated Statements of Cash Flows, Fiscal Years Ended January 1, 2011 and January 2, 2010 Notes to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firms Schedule II RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS January 1, 2011 and January 2, 2010 (Dollars in thousands, except share and per share amounts, unless otherwise indicated) The accompanying notes are an integral part of these financial statements. |
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Fiscal Year Ended January 1, 2011 Sales Gross Profit Operating Income Income from Continuing Operations Diluted Income from Continuing Operations Per Share 1st Quarter $45,329 $12,345 $2,088 $2,427 $0.19 2nd Quarter 42,811 12,457 2,770 1,650 $0.12 3rd Quarter 37,489 10,623 1,882 1,171 $0.09 4th Quarter 36,393 10,762 2,281 1,169 $0.09 Total $162,022 $46,187 $9,021 $6,417 $0.49 Fiscal Year Ended January 2, 2010 Sales Gross Profit Operating Income Income from Continuing Operations Diluted Income from Continuing Operations Per Share 1st Quarter $43,318 $10,165 ($311 ) $5,634 $0.44 2nd Quarter 42,856 11,136 0.04 3rd Quarter 40,429 11,333 0.05 4th Quarter 45,128 11,924 1,227 0.07 Total $171,731 $44,558 $2,546 $7,717 $0.60 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors RCM Technologies, Inc. and Subsidiaries We have audited the accompanying consolidated balance sheet of RCM Technologies, Inc. (a Nevada corporation) and Subsidiaries (the Company) as of January 1, 2011 and the related consolidated statements of income, changes in stockholders’ equity, comprehensive income and cash flows for the fiscal year ended January 1, 2011. |
/s/ Amper, Politziner and Mattia LLP Amper, Politziner and Mattia LLP Edison, New Jersey February 22, 2011 EXHIBIT 31.1 CERTIFICATION I, Leon Kopyt, certify that: 1.I have reviewed this annual report on Form 10-K of RCM Technologies, Inc. (the “registrant”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 22, 2011 /s/ Leon Kopyt Leon Kopyt Chairman and Chief Executive Officer EXHIBIT 31.2 CERTIFICATION I, Kevin D. Miller, certify that: 1.I have reviewed this annual report on Form 10-K of RCM Technologies, Inc. (the “registrant”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 8, 2010 By: /s/ Leon Kopyt Leon Kopyt Chairman, President, Chief Executive Officer (Principal Executive Officer) and Director Date: March 8, 2010 By: /s/ Kevin D. Miller Kevin D. Miller Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) Date: March 8, 2010 By: /s/ Norman S. Berson Norman S. Berson Director Date: March 8, 2010 By: /s/ Robert B. Kerr Robert B. Kerr Director Date: March 8, 2010 By: /s/ Lawrence Needleman Lawrence Needleman Director RCM TECHNOLOGIES, INC. FORM 10-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page Consolidated Balance Sheets, January 2, 2010 and December 27, 2008 Consolidated Statements of Income, Years Ended January 2, 2010 and December 27, 2008 Consolidated Statements of Changes in Stockholders' Equity and Consolidated Statements of Comprehensive Income (Loss), Years Ended January 2, and December 27, 2008 Consolidated Statements of Cash Flows, Years Ended January 2, 2010 and December 27, 2008 Notes to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firms Schedule II RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS January 2, 2010 and December 27, 2008 (Dollars in thousands, except share and per share amounts, unless otherwise indicated) The accompanying notes are an integral part of these financial statements. |
/s/Grant Thornton LLP Grant Thornton LLP Philadelphia, Pennsylvania March 11, EXHIBIT 31.1 CERTIFICATION I, Leon Kopyt, certify that: 1.I have reviewed this annual report on Form 10-K of RCM Technologies, Inc. (the “registrant”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 11, 2010 /s/ Leon Kopyt Leon Kopyt Chairman and Chief Executive Officer EXHIBIT 31.2 CERTIFICATION I, Kevin D. Miller, certify that: 1.I have reviewed this annual report on Form 10-K of RCM Technologies, Inc. (the “registrant”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES FORM 10-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page Consolidated Balance Sheets, December 27, 2008 and December 29, 2007 Consolidated Statements of Operations, Years Ended December 27, 2008, December 29, 2007 and December 30, 2006 Consolidated Statements of Changes in Stockholders’ Equity and Consolidated Statements of Comprehensive (Loss) Income, Years Ended December 27, 2008, December 29, 2007 and December 30, Consolidated Statements of Cash Flows, Years Ended December 27, 2008, December 29, 2007 and December 30, 2006 Notes to Consolidated Financial Statements Management’s Report on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm Schedules I and II RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 27, 2008 and December 29, 2007 (Dollars in thousands, except share and per share amounts, unless otherwise indicated) ASSETS The accompanying notes are an integral part of these financial statements. |
Date: March 13, 2008 /s/ Leon Kopyt -------------------------------- Leon Kopyt Chairman, President, Chief Executive Officer (Principal Executive Officer) and Director Date: March 13, 2008 /s/ Stanton Remer ------------------------------- Stanton Remer Executive Vice President, Chief Financial Officer, Treasurer, Secretary (Principal Financial and Accounting Officer) and Director Date: March 13, 2008 /s/ Norman S. Berson --------------------- Norman S. Berson Director Date: March 13, 2008 /s/ Robert B. Kerr ------------------- Robert B. Kerr Director Date: March 13, 2008 /s/ Lawrence Needleman ----------------------- Lawrence Needleman Director RCM TECHNOLOGIES, INC. AND SUBSIDIARIES FORM 10-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 29, 2007 and December 30, 2006 - ----------------------------------------------------------------------------- (Dollars in thousands, except share and per share amounts, unless otherwise indicated) - ----------------------------------------------------------------------------- ASSETS The accompanying notes are an integral part of these financial statements. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. |
NUMBER OF REGION OFFICES SERVICES PROVIDED(1) EAST Connecticut................................... 2 PE Maryland...................................... 1 IT New Hampshire................................. 1 IT New Jersey.................................... 2 IT, PE New York...................................... 3 IT, PE, CS Pennsylvania.................................. 2 IT, PE Vermont....................................... 1 PE - GREAT LAKES Michigan...................................... 5 IT, PE Minnesota..................................... 1 IT Wisconsin..................................... 3 IT, PE - CENTRAL Texas......................................... 2 IT - WEST Northern California........................... 1 IT Southern California........................... 6 IT, CS - CANADA.......................................... 7 IT, PE - (1) Services provided are abbreviated as follows: IT - Information Technology PE - Professional Engineering CS - Commercial Services Branch offices are primarily located in regions that the Company believes have strong growth prospects for information technology and engineering services. |
CONTROLS AND PROCEDURES The Company's Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded, based on an evaluation conducted within 90 days prior to the filing date of this Annual Report on Form 10-K, that the Company's disclosure controls and procedures have functioned effectively so as to provide those officers the information necessary to evaluate whether: (i) this Annual Report on Form 10-K contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report on Form 10-K, and (ii)the financial statements, and other financial information included in this Annual Report on Form 10-K, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report on Form 10-K. |
NUMBER OF REGION OFFICES SERVICES PROVIDED(1) EAST Connecticut................................... 2 PE Maryland...................................... 1 IT New Hampshire................................. 1 IT New Jersey.................................... 5 IT, PE, CS New York...................................... 4 IT, PE, CS Pennsylvania.................................. 2 IT, PE South Carolina................................ 1 PE Tennessee..................................... 1 PE Vermont....................................... 1 PE GREAT LAKES Illinois...................................... 1 IT Michigan...................................... 5 IT, PE Minnesota..................................... 1 IT Wisconsin..................................... 3 IT, PE CENTRAL Texas......................................... 3 IT WEST Arizona....................................... 1 PE Colorado...................................... 1 IT Northern California........................... 2 IT Southern California........................... 9 IT, CS CANADA.......................................... 8 IT, PE (1) Services provided are abbreviated as follows: IT - Information Technology PE - Professional Engineering CS - Commercial Services Branch offices are primarily located in regions that the Company believes have strong growth prospects for information technology and engineering services. |
Date: February 19, 2002 /s/ Leon Kopyt Leon Kopyt Chairman, President, Chief Executive Officer (Principal Executive Officer) and Director Date: February 19, 2002 /s/ Brian Delle Donne Brian Delle Donne Chief Operating Officer (Principal Operating Officer) and Director Date: February 19, 2002 /s/ Stanton Remer Stanton Remer Chief Financial Officer, Treasurer, Secretary (Principal Financial and Accounting Officer) and Director Date: February 19, 2002 /s/ Norman S. Berson Norman S. Berson Director Date: February 19, 2002 /s/ Robert B. Kerr Robert B. Kerr Director Date: February 19, 2002 /s/ David Gilfor David Gilfor Director RCM TECHNOLOGIES, INC. AND SUBSIDIARIES FORM 10-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2001 and 2000 ASSETS The accompanying notes are an intergral part of these financial statements RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - CONTINUED December 31, 2001 and 2000 LIABILITIES AND SHAREHOLDERS' EQUITY The accompanying notes are an intergral part of these financial statements RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2001 and 2000, Two Months Ended December 31, 1999 and Year Ended October 31, 1999 The accompanying notes are an intergral part of these financial statements RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Years Ended December 31, 2001 and 2000, Two Months Ended December 31, 1999 and Year Ended October 31, 1999 CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Years Ended December 31, 2001 and 2000, Two Months Ended December 31, 1999 and Year Ended October 31, 1999 The accompanying notes are an intergral part of these financial statements RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2001 and 2000, Two Months Ended December 31, 1999 and Year Ended October 31, 1999 The accompanying notes are an intergral part of these financial statements RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED Years Ended December 31, 2001 and 2000, Two Months Ended December 31, 1999 and Year Ended October 31, 1999 The accompanying notes are an intergral part of these financial statements RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2001, 2000, 1999 and October 31, 1999 1. |
NUMBER OF REGION OFFICES SERVICES PROVIDED(1) NORTHEAST Connecticut................................... 2 IT, PE Maryland...................................... 1 IT New Hampshire................................. 1 IT New Jersey.................................... 8 IT, PE, CS New York...................................... 3 IT, PE,CS, HC Pennsylvania.................................. 3 IT, PE, CS Vermont....................................... 1 PE - MIDWEST Illinois...................................... 2 IT Indiana....................................... 1 IT Michigan...................................... 6 IT, PE Minnesota..................................... 1 IT Ohio.......................................... 1 IT Wisconsin..................................... 5 IT, PE - SOUTHEAST Alabama....................................... 1 PE Florida....................................... 1 IT Georgia....................................... 1 PE South Carolina................................ 1 PE Virginia...................................... 2 IT - SOUTHWEST Arizona....................................... 1 PE Texas......................................... 5 IT - WEST Colorado...................................... 1 IT Northern California........................... 3 IT Southern California........................... 9 IT, CS - CANADA.......................................... 4 IT, PE - (1) Services provided are abbreviated as follows: IT - Information Technology PE - Professional Engineering CS - Commercial Services HC - Healthcare ITEM 1. BUSINESS (CONTINUED) Branch Offices (Continued) Branch offices are primarily located in regions that the Company believes have strong growth prospects for information technology and engineering services. |
Date: February 21, 2001 /s/ Leon Kopyt -------------------------------- Leon Kopyt Chairman, President, Chief Executive Officer (Principal Executive Officer)and Director Date: February 21, 2001 /s/ Brian Delle Donne --------------------------------------- Brian Delle Donne Chief Operating Officer (Principal Operating Officer) and Director Date: February 21, 2001 /s/ Stanton Remer ------------------------------- Stanton Remer Chief Financial Officer, Treasurer, Secretary (Principal Financial and Accounting Officer) and Director Date: February 21, 2001 /s/ Norman S. Berson ---------------------------- Norman S. Berson Director Date: February 21, 2001 /s/ Robert B. Kerr ------------------------------- Robert B. Kerr Director Date: February 21, 2001 /s/ Woodrow B. Moats, Jr. -------------------------- Woodrow B. Moats, Jr. Director RCM TECHNOLOGIES, INC. AND SUBSIDIARIES FORM 10-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2000 and 1999 The accompanying notes are an integral part of these financial statements. |
NUMBER OF SERVICES REGION OFFICES PROVIDED(1) NORTHEAST Connecticut................................... 3 IT, PE, CS Maryland...................................... 1 IT New Hampshire................................. 1 IT New Jersey.................................... 9 IT, PE, CS New York...................................... 3 IT, PE,CS Pennsylvania.................................. 4 IT, PE, CS Vermont....................................... 1 PE - MIDWEST Illinois...................................... 3 IT Indiana....................................... 1 IT Kentucky...................................... 1 PE, CS Michigan...................................... 8 IT, PE Minnesota..................................... 2 IT Missouri...................................... 1 IT, PE Nebraska...................................... 1 IT Ohio.......................................... 1 IT Wisconsin..................................... 5 IT, PE - SOUTHEAST Alabama....................................... 1 IT, PE Florida....................................... 2 IT Georgia....................................... 2 PE North Carolina................................ 1 PE South Carolina................................ 1 PE Virginia...................................... 1 IT - SOUTHWEST Arizona....................................... 4 IT, PE Texas......................................... 3 IT - WEST Colorado...................................... 1 IT Northern California........................... 3 IT Southern California........................... 9 IT, CS - CANADA.......................................... 4 IT, PE - (1) Services provided are abbreviated as follows: IT - Information Technology PE - Professional Engineering CS - Commercial Services Branch Offices (Continued) Branch offices are primarily located in regions which the Company believes have strong growth prospects for information technology and engineering services. |
(27) Financial Data Schedule EXHIBIT 21 SUBSIDIARIES Subsidiary State of Incorporation - ---------- ---------------------- Intertec Design, Inc. New York Cataract, Inc. Pennsylvania The Consortium New Jersey The Consortium of Maryland, Inc. New Jersey Programming Alternatives of Minnesota, Inc. Minnesota Camelot Contractors, Limited New Hampshire Austin Nichols Technical Temporaries, Inc. Missouri J. D. Karin Consulting Services, Inc. New Jersey Northern Technical Services, Inc. Wisconsin Staffworks, Inc. New Jersey Global Technology Solutions, Inc. California Integrity Systems Professionals, Inc. Michigan Software Analysis and Management, Inc. California * All subsidiaries of the Registrant do business as RCM Technologies, Inc. EXHIBIT 23 Consent of Independent Certified Public Accountants Board of Directors RCM Technologies, Inc. We have issued our report dated December 11, 1998 accompanying the consolidated financial statements and schedules included in the Annual Report of RCM Technologies, Inc. and Subsidiaries on Form 10-K for the year ended October 31, 1998. |
The acquisition was completed through a merger transaction (the "Merger") pursuant to which Cataract, Inc. was merged with and into a newly-created subsidiary of the Registrant, which then concurrently changed its name to "Cataract, Inc." FINANCIAL STATEMENTS OF BUSINESS ACQUIRED (Filed as part of the Form 8-K.) Audited Balance Sheets, October 2, 1994 and October 1, 1993 Audited Statement of Income, Years ended October 2, 1994, October 1, 1993 and September 25, 1992 Audited Statement of Changes in Stockholders' Equity, Years ended October 2, 1994, October 1, 1993 and September 25, 1992 Audited Statements of Cash Flows, Years ended October 2, 1994, October 1, 1993, and September 25, 1992 Unaudited Balance Sheet, July 2, 1995 Unaudited Statements of Income for the Three Month Periods Ended July 2, 1995 and July 3, 1994 Unaudited Statements of Income for the Nine Month Periods Ended July 2, 1995 and July 3, 1994 Unaudited Statement of Changes in Shareholders' Equity for the Nine Month Period Ended July 2, 1995 Unaudited Statements of Cash Flows for the Nine Month Periods Ended July 2, 1995 and July 3, 1994 PRO FORMA FINANCIAL INFORMATION Unaudited Pro Forma Condensed Combined Balance Sheets, October 31, 1994 and July 31, 1995 Unaudited Pro Forma Condensed Combined Statements of Income for the year ended October 31, 1994 and the nine months ended July 31, 1995. |
Date: January 5, 1996 By: /s/ Leon Kopyt Leon Kopyt Chairman, President, Chief Executive Officer and Director Date: January 5, 1996 By:/s/ Stanton Remer Stanton Remer Chief Financial Officer, Treasurer and Director Date: January 5, 1996 By: /s/ Norman S. Berson Norman S. Berson Director Date: January 5, 1996 By: /s/ Robert B. Kerr Robert B. Kerr Director Date: January 5, 1996 By: /s/Woodrow B. Moats, Jr. Woodrow B. Moats, Jr. Director RCM TECHNOLOGIES, INC. AND SUBSIDIARIES FORM 10-K INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page ---- Consolidated Balance Sheets, October 31, 1995 and 1994 Consolidated Statements of Income, Years Ended October 31, 1995, 1994 and 1993 Consolidated Statements of Changes in Shareholders' Equity, Years Ended October 31, 1995, 1994 and 1993 Consolidated Statements of Cash Flows, Years Ended October 31, 1995, 1994 and 1993 Notes to Consolidated Financial Statements Independent Auditors' Report Schedules III, VIII and IX F - 1 RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS October 31, ASSETS The accompanying notes are an integral part of these financial statements. |
F - 21 SCHEDULE III RCM TECHNOLOGIES, INC. (PARENT COMPANY) CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENT OF OPERATIONS Years Ended October 31, 1995 1994 1993 ---- ---- ---- Operating expenses Administrative ................ $ 31,780 $ 116,418 $ 126,609 ---------- ---------- ---------- Operating loss ..................... ( 31,780) ( 116,418) ( 126,609) ---------- --------- --------- Other income (expense) Interest (net of intercompany charges) ...................... ( 261) Miscellaneous ................. ( 3,678) ( 7,299) ( 7,384) ----- ----- ----- ( 3,678) ( 7,299) ( 7,645) ----- ----- ----- Loss before management fee income .. ( 35,458) ( 123,717) ( 134,254) Management fee income .............. 35,458 123,820 136,264 ------ ------- ------- Income before income taxes ......... 103 2,010 Income taxes ....................... 103 2,010 ------ ------ ------- Income before income in subsidiaries Equity in earnings in subsidiaries 849,105 1,426,005 733,025 ------- --------- ------- Net income ......................... $ 849,105 $1,426,005 $ 733,025 ========== ========== ========== The "Notes to Consolidated Financial Statements" of RCM Technologies, Inc. and subsidiaries are an integral part of these statements. |
Southern’s internal control system is designed to provide reasonable assurance to Southern’s management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles, and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Southern; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Southern are being made only in accordance with authorizations of management and directors of Southern; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Southern’s assets that could have a material effect on the financial statements. |
SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE Q - SOUTHERN MICHIGAN BANCORP, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION Condensed financial statements of Southern Michigan Bancorp, Inc. follow (in thousands): SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE Q - SOUTHERN MICHIGAN BANCORP, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION (CONTINUED) NOTE R - SUPPLEMENTAL CASH FLOW DISCLOSURES The following supplemental cash flow disclosures are provided for the years ended December 31, 2012, 2011 and 2010 (in thousands): SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE S - FAIR VALUE INFORMATION The following methods and assumptions were used by the Company in estimating fair values for financial instruments, as well as an indication of where the instrument falls within the fair value hierarchy, which is described in greater detail in Note T. Cash and cash equivalents: The carrying amount reported in the balance sheet approximates fair value resulting in a level 1 classification. |
Among other things, the Act: • Creates a Financial Services Oversight Council to identify emerging systemic risks and improve interagency cooperation; • Creates a Consumer Financial Protection Agency authorized to promulgate and enforce consumer protection regulations relating to financial products, which would affect both banks and non-bank finance companies; • Establishes strengthened capital standards for banks and bank holding companies, and disallows trust preferred securities from being included in Tier 1 capital determination for certain financial institutions; • Enhances regulation of financial markets, including derivatives and securitization markets; • Contains a series of provisions covering mortgage loan origination standards affecting, among other things, originator compensation, minimum repayment standards and prepayments; • Grants the Board of Governors of the Federal Reserve System the power to regulate debit card interchange fees; • Prohibits certain trading activities by banks; • Permanently increases the maximum standards FDIC deposit insurance amount to $250,000; and • Creates an Office of National Insurance with the U.S. Department of Treasury. |
Under this agreement, Southern agreed to: • pay Mr. Castle a salary of at least $168,630 per year, or as may be adjusted, less taxes and withholdings, plus possible bonuses and participation in equity plans sponsored by Southern; • provide Mr. Castle with the use of an automobile at the expense of Southern; • reimburse Mr. Castle for all documented business expenses; • continue to pay Mr. Castle his base salary for one year, health care continuation coverage premium for one year and outplacement assistance of up to $5,000 if Mr. Castle is terminated without cause; • pay Mr. Castle 2.99 times his average base salary and bonus if Mr. Castle is terminated, without cause, or quits for “good reason” following a change in control of Southern or within six months before a change in control of Southern; • provide Mr. Castle with four weeks of paid vacation per year; • provide Mr. Castle with a country club membership; and • provide Mr. Castle with the same health and other employee benefits provided to other executive employees of Southern and Southern Michigan Bank. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following tables sets forth information, as of December 31, 2012, concerning the number of shares of Southern common stock held by each entity or person known to Southern to be the beneficial owner of more than five percent of outstanding shares of Southern common stock and certain information concerning the number of shares of Southern common stock held as of December 31, 2012, by each of Southern’s directors, each of the named executive officers, and all of Southern’s directors and executive officers as a group: Five Percent Shareholders Amount and Nature of Beneficial Ownership of Southern Common Stock(1) Stock Ownership By Management Amount and Nature of Beneficial Ownership of Southern Common Stock(1) * Less than 1% (1) The numbers of shares stated are based on information furnished by each person listed and include shares personally owned of record by that person and shares that under applicable regulations are considered to be otherwise beneficially owned by that person. |
Southern’s internal control system is designed to provide reasonable assurance to Southern’s management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles, and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Southern; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Southern are being made only in accordance with authorizations of management and directors of Southern; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Southern’s assets that could have a material effect on the financial statements. |
SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE E - ALLOWANCE FOR LOAN LOSSES (CONTINUED) The following tables present loans individually evaluated for impairment by class of loans as of December 31, 2011 and December 31, 2010 (in thousands): SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE E - ALLOWANCE FOR LOAN LOSSES (CONTINUED) Information regarding impaired loans at December 31 follows (in thousands): The following table presents the aging of the recorded investment in past due and nonaccrual loans as of December 31, 2011 and December 31, 2010 by class of loans (in thousands): SOUTHERN MICHIGAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE E - ALLOWANCE FOR LOAN LOSSES (CONTINUED) Modifications: The Company’s loan portfolio also includes certain loans that have been modified in a Troubled Debt Restructuring (TDR), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. |
Among other things, the law: • Creates a Financial Services Oversight Council to identify emerging systemic risks and improve interagency cooperation; • Creates a Consumer Financial Protection Agency authorized to promulgate and enforce consumer protection regulations relating to financial products, which would affect both banks and non-bank finance companies; • Establishes strengthened capital standards for banks and bank holding companies, and disallows trust preferred securities from being included in Tier 1 capital determination for certain financial institutions; • Enhances regulation of financial markets, including derivatives and securitization markets; • Contains a series of provisions covering mortgage loan origination standards affecting, among other things, originator compensation, minimum repayment standards and prepayments; • Grants the Board of Governors of the Federal Reserve System the power to regulate debit card interchange fees; • Prohibits certain trading activities by banks; • Permanently increases the maximum standards FDIC deposit insurance amount to $250,000; and • Creates an Office of National Insurance with the U.S. Department of Treasury. |
Under this agreement, Southern agreed to: • pay Mr. Castle a salary of at least $168,630 per year, or as may be adjusted, less taxes and withholdings, plus possible bonuses and participation in equity plans sponsored by Southern; • provide Mr. Castle with the use of an automobile at the expense of Southern; • reimburse Mr. Castle for all documented business expenses; • continue to pay Mr. Castle his base salary for one year, health care continuation coverage premium for one year and outplacement assistance up to $5,000 if Mr. Castle is terminated without cause; • pay Mr. Castle 2.99 times his average base salary and bonus if Mr. Castle is terminated, without cause, or quits for “good reason” following a change in control of Southern or within six months before a change in control of Southern; • provide Mr. Castle with four weeks of paid vacation per year; • provide Mr. Castle with a country club membership; and • provide Mr. Castle with the same health and other employee benefits provided to other executive employees of Southern and Southern Michigan Bank. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following tables sets forth information, as of December 31, 2011, concerning the number of shares of Southern common stock held by each entity or person known to Southern to be the beneficial owner of more than five percent of outstanding shares of Southern common stock and certain information concerning the number of shares of Southern common stock held as of December 31, 2011, by each of Southern’s directors, each of the named executive officers, and all of Southern’s directors and executive officers as a group: Five Percent Shareholders Amount and Nature of Beneficial Ownership of Southern Common Stock(1) Stock Ownership By Management Amount and Nature of Beneficial Ownership of Southern Common Stock(1) * Less than 1% (1) The numbers of shares stated are based on information furnished by each person listed and include shares personally owned of record by that person and shares that under applicable regulations are considered to be otherwise beneficially owned by that person. |
Southern Michigan Bank's branch office: 1200 North Main Street, Three Rivers, Michigan Office is owned by Southern Michigan Bank and comprises approximately 3,321 square feet Southern Michigan Bank's branch office: 225 U.S. 131, Three Rivers, Michigan Office is owned by Southern Michigan Bank and comprises approximately 900 square feet Southern Michigan Bank's branch office: 117 South Broadway Street, Cassopolis, Michigan Office is leased by Southern Michigan Bank and comprises approximately 2,611 square feet Southern Michigan Bank's branch office: 235 East Main Street, Centreville, Michigan Office is owned by Southern Michigan Bank and comprises approximately 1,945 square feet Southern Michigan Bank's branch office: 345 North Washington Street, Constantine, Michigan Office is owned by Southern Michigan Bank and comprises approximately 2,400 square feet Southern Michigan Bank's branch office: 136 North Nottawa Road, Mendon, Michigan Office is owned by Southern Michigan Bank and comprises approximately 2,700 square feet Item 3. |
Southern's internal control system is designed to provide reasonable assurance to Southern's management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles, and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Southern; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Southern are being made only in accordance with authorizations of management and directors of Southern; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Southern's assets that could have a material effect on the financial statements. |
Among other things, the law: • Creates a Financial Services Oversight Council to identify emerging systemic risks and improve interagency cooperation; • Creates a Consumer Financial Protection Agency authorized to promulgate and enforce consumer protection regulations relating to financial products, which would affect both banks and non-bank finance companies; • Establishes strengthened capital standards for banks and bank holding companies, and disallows trust preferred securities from being included in Tier 1 capital determination for certain financial institutions; • Enhances regulation of financial markets, including derivatives and securitization markets; • Contains a series of provisions covering mortgage loan origination standards affecting, among other things, originator compensation, minimum repayment standards and prepayments; • Grants the Board of Governors of the Federal Reserve System the power to regulate debit card interchange fees; • Prohibits certain trading activities by banks; • Permanently increases the maximum standards FDIC deposit insurance amount to $250,000; and • Creates an Office of National Insurance with the U.S. Department of Treasury. |
Under this agreement, Southern agreed to: • pay Mr. Castle a salary of at least $168,630 per year, or as may be adjusted, less taxes and withholdings, plus possible bonuses and participation in equity plans sponsored by Southern; • provide Mr. Castle with the use of an automobile at the expense of Southern; • reimburse Mr. Castle for all documented business expenses; • continue to pay Mr. Castle his base salary for one year, health care continuation coverage premium for one year and outplacement assistance up to $5,000 if Mr. Castle is terminated without cause; • pay Mr. Castle 2.99 times his average base salary and bonus if Mr. Castle is terminated, without cause, or quits for "good reason" following a change in control of Southern or within six months before a change in control of Southern; • provide Mr. Castle with four weeks of paid vacation per year; • provide Mr. Castle with a country club membership; and • provide Mr. Castle with the same health and other employee benefits provided to other executive employees of Southern and Southern Michigan Bank. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information, as of December 31, 2010, concerning the number of shares of Southern common stock held by each entity or person known to Southern to be the beneficial owner of more than five percent of outstanding shares of Southern common stock: Five Percent Shareholders Amount and Nature of Beneficial Ownership of Southern Common Stock(1) The following table shows certain information concerning the number of shares of Southern common stock held as of December 31, 2010, by each of Southern's directors, each of the named executive officers, and all of Southern's directors and executive officers as a group: Stock Ownership By Management Amount and Nature of Beneficial Ownership of Southern Common Stock(1) _______________________________ *Less than 1% (1) The numbers of shares stated are based on information furnished by each person listed and include shares personally owned of record by that person and shares that under applicable regulations are considered to be otherwise beneficially owned by that person. |
Southern Michigan Bank's branch office: 1200 North Main Street, Three Rivers, Michigan Office is owned by Southern Michigan Bank and comprises approximately 3,321 square feet Southern Michigan Bank's branch office: 225 U.S. 131, Three Rivers, Michigan Office is owned by Southern Michigan Bank and comprises approximately 900 square feet Southern Michigan Bank's branch office: 117 South Broadway Street, Cassopolis, Michigan Office is leased by Southern Michigan Bank and comprises approximately 2,611 square feet Southern Michigan Bank's branch office: 235 East Main Street, Centreville, Michigan Office is owned by Southern Michigan Bank and comprises approximately 1,945 square feet Southern Michigan Bank's branch office: 345 North Washington Street, Constantine, Michigan Office is owned by Southern Michigan Bank and comprises approximately 2,400 square feet Southern Michigan Bank's branch office: 136 North Nottawa Road, Mendon, Michigan Office is owned by Southern Michigan Bank and comprises approximately 2,700 square feet Item 3. |
Southern's internal control system is designed to provide reasonable assurance to Southern's management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles, and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Southern; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Southern are being made only in accordance with authorizations of management and directors of Southern; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Southern's assets that could have a material effect on the financial statements. |
Under this agreement, Southern agreed to: • pay Mr. Castle a salary of at least $168,630 per year, or as may be adjusted, less taxes and withholdings, plus possible bonuses and participation in equity plans sponsored by Southern; • provide Mr. Castle with the use of an automobile at the expense of Southern; • reimburse Mr. Castle for all documented business expenses; • continue to pay Mr. Castle his base salary for one year, health care continuation coverage premium for one year and outplacement assistance up to $5,000 if Mr. Castle is terminated without cause; • pay Mr. Castle 2.99 times his average base salary and bonus if Mr. Castle is terminated, without cause, or quits for "good reason" following a change in control of Southern or within six months before a change in control of Southern; • provide Mr. Castle with four weeks of paid vacation per year; • provide Mr. Castle with a country club membership; and • provide Mr. Castle with the same health and other employee benefits provided to other executive employees of Southern and Southern Michigan Bank. |
Southern's internal control system is designed to provide reasonable assurance to Southern's management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Southern; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Southern are being made only in accordance with authorizations of management and directors of Southern; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Southern's assets that could have a material effect on the financial statements. |
Under this agreement, Southern agreed to: • pay Mr. Castle a salary of at least $168,630 per year, or as may be adjusted, less taxes and withholdings, plus possible bonuses and participation in equity plans sponsored by Southern; • provide Mr. Castle with the use of an automobile at the expense of Southern; • reimburse Mr. Castle for all documented business expenses; • continue to pay Mr. Castle his base salary for one year, health care continuation coverage premium for one year and outplacement assistance up to $5,000 if Mr. Castle is terminated without cause; • pay Mr. Castle 2.99 times his average base salary and bonus if Mr. Castle is terminated, without cause, or quits for "good reason" following a change in control of Southern or within six months before a change in control of Southern; • provide Mr. Castle with four weeks of paid vacation per year; • provide Mr. Castle with a country club membership; and • provide Mr. Castle with the same health and other employee benefits provided to other executive employees of Southern and Southern Michigan Bank. |
Under this agreement, Southern agreed to: • pay Mr. Castle a salary of at least $221,000 per year, or as may be adjusted, less taxes and withholdings, plus possible bonuses and participation in equity plans sponsored by Southern; • provide Mr. Castle with the use of an automobile at the expense of Southern; • reimburse Mr. Castle for all documented business expenses; • continue to pay Mr. Castle his base salary for one year, health care continuation coverage premium for one year and outplacement assistance up to $5,000 if Mr. Castle is terminated without cause; • pay Mr. Castle his health care continuation coverage premium for the length of his continuation coverage under COBRA and 2.99 times his average base salary and bonus if Mr. Castle is terminated, without cause, or quits for "good reason" following a change in control of Southern or within six months before a change in control of Southern; • pay Mr. Castle a "gross up" payment for any excise tax, interest, penalties and additional income tax incurred as a result of Section 280G of the Internal Revenue Code due to payments to Mr. Castle under the agreement; • provide Mr. Castle with four weeks of paid vacation per year; • provide Mr. Castle with a country club membership; and • provide Mr. Castle with the same health and other employee benefits provided to other executive employees of Southern and Southern Michigan Bank. |
Principal Amount Maturing in: Principal Amount Maturing in: There- after Total Fair Value 12/31/02 Rate sensitive assets: Fixed interest rate loans $ 21,101 $ 8,522 $ 8,323 $ 12,787 $ 20,358 $ 1,194 $ 72,285 75,201 Average interest rate 7.95 % 8.52 % 8.45 % 7.98 % 7.75 % 6.72 % 7.90 % Variable interest rate loans 57,109 12,704 11,133 19,479 12,180 50,359 162,964 162,964 Average interest rate 5.40 5.62 5.69 5.63 5.73 6.25 5.84 Fixed interest rate securities 16,692 18,788 6,727 2,535 1,703 2,366 48,811 48,811 Average interest rate 4.59 4.29 4.30 4.33 4.52 5.46 4.46 Other interest bearing assets Average interest rate 1.06 1.06 Rate sensitive liabilities: Interest bearing checking and money market 101,046 101,046 101,046 Average interest rate 1.26 1.26 Savings 34,978 34,978 34,978 Average interest rate 1.77 1.77 Time deposits 51,741 14,099 13,803 2,214 1,910 83,767 85,419 Average interest rate 2.83 3.15 3.19 3.57 2.95 3.57 Federal funds purchased 5,000 5,000 5,000 Average interest rate 1.38 1.38 Fixed interest rate borrowings 1,000 1,000 Average interest rate 4.57 4.57 4.57 4.57 4.57 4.57 4.57 Variable interest rate borrowings 21,646 21,646 22,768 Average interest rate 6.31 6.31 Impact of Inflation and Changing Prices The majority of assets and liabilities of a financial institution are monetary in nature and therefore differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. |
These restrictions and measures, incidents of confirmed or suspected infections within our workforce or those of our suppliers or other business partners, and our efforts to act in the best interests of our employees, customers, and suppliers, have affected and are affecting our business and operations by, among other things, causing facility closures, production delays and capacity limitations; disrupting production by our supply chain; disrupting the transport of goods from our supply chain to us and from us to our customers; requiring modifications to our business processes; requiring the implementation of business continuity plans; requiring the development and qualification of alternative sources of supply; requiring the implementation of social distancing measures that require changes to existing manufacturing processes; disrupting business travel; disrupting our ability to staff our on-site manufacturing and research and development facilities; delaying capital expansion projects; and necessitating teleworking by a large proportion of our workforce. |
As a result, changing economic, political or business conditions can cause material adverse changes to our results of operations and financial condition, including but not limited to: • a decline in demand for our products or services; • an increase in reserves on accounts receivable due to our customers’ inability to pay us; • an increase in reserves on inventory balances due to excess or obsolete inventory as a result of our inability to sell such inventory; • valuation allowances on deferred tax assets; • restructuring charges; • asset impairments including the potential impairment of goodwill and other intangible assets; • a decline in the value of our investments; Continues on next page Lam Research Corporation 2020 10-K 15 • exposure to claims from our suppliers for payment on inventory that is ordered in anticipation of customer purchases that do not come to fruition; • a decline in the value of certain facilities we lease to less than our residual value guarantee with the lessor; and • challenges maintaining reliable and uninterrupted sources of supply. |
Factors that may cause our financial results to fluctuate unpredictably include but are not limited to: • economic conditions in the electronics and semiconductor industries in general and specifically the semiconductor equipment industry; • the size and timing of orders from customers; • consolidation of the customer base, which may result in the investment decisions of one customer or market having a significant effect on demand for our products or services; • procurement shortages; • the failure of our suppliers or outsource providers to perform their obligations in a manner consistent with our expectations; • manufacturing difficulties; • customer cancellations or delays in shipments, installations, customer payments, and/or customer acceptances; • the extent that customers continue to purchase and use our products and services in their business; • our customers’ reuse of existing and installed products, to the extent that such reuse decreases their need to purchase new products or services; • changes in average selling prices, customer mix, and product mix; • our ability to develop, introduce, and market new, enhanced, and competitive products in a timely manner; • our competitors’ introduction of new products; • legal or technical challenges to our products and technologies; • transportation, communication, demand, information technology, or supply disruptions based on factors outside our control, such as strikes, acts of God, wars, terrorist activities, widespread outbreak of illness, and natural or man-made disasters; • legal, tax, accounting, or regulatory changes (including but not limited to change in import/export regulations and tariffs) or changes in the interpretation or enforcement of existing requirements; • changes in our estimated effective tax rate; and • foreign currency exchange rate fluctuations. |
through ransomware) confidential and/or sensitive information stored on these critical information systems or transmitted to or from those systems; • the disruption of the proper function of our products, services and/or operations; • the failure of our or our customers’ manufacturing processes; • errors in the output of our work or our customers’ work; Continues on next page Lam Research Corporation 2020 10-K 17 • the loss or public exposure of the personal information of our employees, customers or other parties; • the public release of customer orders, financial and business plans, and operational results; • exposure to claims from third parties who are adversely impacted by such incidents; • Misappropriation or theft of our or a customer’s, supplier’s or other party's assets or resources, including technology data, intellectual property or other sensitive information and costs associated therewith; • reputational damage; • diminution in the value of our investment in research, development and engineering; or • our failure to meet, or violation of, regulatory or other legal obligations, such as the timely publication or filing of financial statements, tax information and other required communications. |
Continues on next page Lam Research Corporation 2020 10-K 20 We are subject to various challenges related to international sales and the management of global operations including, but not limited to: • domestic and international trade regulations, policies, practices, relations, disputes and issues; • domestic and international tariffs, export controls and other barriers; • developing customers and/or suppliers, who may have limited access to capital resources; • global or national economic and political conditions; • changes in currency controls; • differences in the enforcement of intellectual property and contract rights in varying jurisdictions; • our ability to respond to customer and foreign government demands for locally sourced systems, spare parts, and services and develop the necessary relationships with local suppliers; • changes in and compliance with U.S. and international laws and regulations affecting foreign operations, including U.S. and international trade restrictions and sanctions, anti-bribery, anti-corruption, environmental, tax, and labor laws; • fluctuations in interest and foreign currency exchange rates; • the need for technical support resources in different locations; and • our ability to secure and retain qualified people, and effectively manage people, in all necessary locations for the successful operation of our business. |
Financial Statements and Supplementary Data Index to Consolidated Financial Statements Continues on next page Lam Research Corporation 2020 10-K 49 LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) See Notes to Consolidated Financial Statements Continues on next page Lam Research Corporation 2020 10-K 50 LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) See Notes to Consolidated Financial Statements Continues on next page Lam Research Corporation 2020 10-K 51 LAM RESEARCH CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) See Notes to Consolidated Financial Statements Continues on next page Lam Research Corporation 2020 10-K 52 LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Continues on next page Lam Research Corporation 2020 10-K 53 See Notes to Consolidated Financial Statements Continues on next page Lam Research Corporation 2020 10-K 54 LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except per common share data) Continues on next page Lam Research Corporation 2020 10-K 55 See Notes to Consolidated Financial Statements Continues on next page Lam Research Corporation 2020 10-K 56 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 28, 2020 Note 1: Company and Industry Information The Company designs, manufactures, markets, refurbishes, and services semiconductor processing equipment used in the fabrication of integrated circuits. |
Factors that may cause our financial results to fluctuate unpredictably include but are not limited to: • economic conditions in the electronics and semiconductor industries in general and specifically the semiconductor equipment industry; • the size and timing of orders from customers; • consolidation of the customer base, which may result in the investment decisions of one customer or market having a significant effect on demand for our products or services; • procurement shortages; • the failure of our suppliers or outsource providers to perform their obligations in a manner consistent with our expectations; • manufacturing difficulties; Continues on next page Lam Research Corporation 2019 10-K 15 • customer cancellations or delays in shipments, installations, and/or customer acceptances; • the extent that customers continue to purchase and use our products and services in their business; • our customers’ reuse of existing and installed products, to the extent that such reuse decreases their need to purchase new products or services; • changes in average selling prices, customer mix, and product mix; • our ability to develop, introduce, and market new, enhanced, and competitive products in a timely manner; • our competitors’ introduction of new products; • legal or technical challenges to our products and technologies; • transportation, communication, demand, information technology, or supply disruptions based on factors outside our control, such as strikes, acts of God, wars, terrorist activities, and natural or man-made disasters; • legal, tax, accounting, or regulatory changes (including but not limited to change in import/export regulations and tariffs) or changes in the interpretation or enforcement of existing requirements; • changes in our estimated effective tax rate; • foreign currency exchange rate fluctuations; and • the dilutive impact of our Convertible Notes (as defined below) on our earnings per share. |
through ransomware) confidential and/or sensitive information stored on these critical information systems or transmitted to or from those systems; • The disruption of the proper function of our products, services and/or operations; • The failure of our or our customers’ manufacturing processes; • Errors in the output of our work or our customers’ work; • The loss or public exposure of the personal information of our employees, customers or other parties; • The public release of customer orders, financial and business plans, and operational results; • Exposure to claims from third parties who are adversely impacted by such incidents; • Misappropriation or theft of our or a customer, supplier or other party's assets or resources, and costs associated therewith; • Diminution in the value of our investment in research, development and engineering; or • Our failure to meet, or violation of, regulatory or other legal obligations, such as the timely publication or filing of financial statements, tax information and other required communications. |
These factors include but are not limited to the following: • general market, semiconductor, or semiconductor equipment industry conditions; • economic or political events, trends, and unexpected developments occurring nationally, globally, or in any of our key sales regions; • variations in our quarterly operating results and financial condition, including our liquidity; • variations in our revenues, earnings, or other business and financial metrics from forecasts by us or securities analysts or from those experienced by other companies in our industry; • announcements of restructurings, reductions in force, departure of key employees, and/or consolidations of operations; • government regulations; • developments in, or claims relating to, patent or other proprietary rights; • technological innovations and the introduction of new products by us or our competitors; • commercial success or failure of our new and existing products; • disruptions of relationships with key customers or suppliers; or • dilutive impacts of our Convertible Notes. |
Financial Statements and Supplementary Data Index to Consolidated Financial Statements Continues on next page Lam Research Corporation 2019 10-K 50 LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) See Notes to Consolidated Financial Statements Continues on next page Lam Research Corporation 2019 10-K 51 LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) See Notes to Consolidated Financial Statements Continues on next page Lam Research Corporation 2019 10-K 52 LAM RESEARCH CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) See Notes to Consolidated Financial Statements Continues on next page Lam Research Corporation 2019 10-K 53 LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Continues on next page Lam Research Corporation 2019 10-K 54 See Notes to Consolidated Financial Statements Continues on next page Lam Research Corporation 2019 10-K 55 LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except per common share data) Continues on next page Lam Research Corporation 2019 10-K 56 1) Refer to Note 3 - Recent Accounting Pronouncements for more information regarding these FASB Accounting Standard Updates. |
Factors that may cause our financial results to fluctuate unpredictably include but are not limited to: • economic conditions in the electronics and semiconductor industries in general and specifically the semiconductor equipment industry; • the size and timing of orders from customers; • consolidation of the customer base, which may result in the investment decisions of one customer or market having a significant effect on demand for our products or services; • procurement shortages; • the failure of our suppliers or outsource providers to perform their obligations in a manner consistent with our expectations; • manufacturing difficulties; • customer cancellations or delays in shipments, installations, and/or customer acceptances; • the extent that customers continue to purchase and use our products and services in their business; • our customers’ reuse of existing and installed products, to the extent that such reuse decreases their need to purchase new products or services; • changes in average selling prices, customer mix, and product mix; • our ability to develop, introduce, and market new, enhanced, and competitive products in a timely manner; • our competitors’ introduction of new products; • legal or technical challenges to our products and technologies; • transportation, communication, demand, information technology, or supply disruptions based on factors outside our control, such as strikes, acts of God, wars, terrorist activities, and natural or man-made disasters; • legal, tax, accounting, or regulatory changes (including but not limited to change in import/export regulations and tariffs) or changes in the interpretation or enforcement of existing requirements; • changes in our estimated effective tax rate; • foreign currency exchange rate fluctuations; and • the dilutive impact of our Convertible Notes (as defined below) and related warrants on our earnings per share. |
through ransomware) confidential and/or sensitive information including intellectual property stored on these critical information systems or transmitted to or from those systems; Continues on next page Lam Research Corporation 2018 10-K 23 • The disruption of the proper function of our products, services and/or operations; • The failure of our or our customers’ manufacturing processes; • Errors in the output of our work or our customers’ work; • The loss or public exposure of the personal information of our employees or customers; • The public release of customer orders, financial and business plans, and operational results; • Exposure to claims from third parties who are adversely impacted by such incidents; • Misappropriation or theft of Company, customer, supplier, or other’s assets or resources, and costs associated therewith; • Diminution in the value of Lam's investment in research, development and engineering; or • Our failure to meet, or violation of, regulatory or other legal obligations, such as the timely publication or filing of financial statements, tax information and other required communications. |
These factors include but are not limited to the following: • general market, semiconductor, or semiconductor equipment industry conditions; • economic or political events, trends, and unexpected developments occurring nationally, globally, or in any of our key sales regions; • variations in our quarterly operating results and financial condition, including our liquidity; • variations in our revenues, earnings, or other business and financial metrics from forecasts by us or securities analysts or from those experienced by other companies in our industry; • announcements of restructurings, reductions in force, departure of key employees, and/or consolidations of operations; • government regulations; • developments in, or claims relating to, patent or other proprietary rights; • technological innovations and the introduction of new products by us or our competitors; • commercial success or failure of our new and existing products; • disruptions of relationships with key customers or suppliers; or • dilutive impacts of our Convertible Notes and related warrants. |
Financial Statements and Supplementary Data Index to Consolidated Financial Statements Continues on next page Lam Research Corporation 2018 10-K 51 LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) See Notes to Consolidated Financial Statements Continues on next page Lam Research Corporation 2018 10-K 52 LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) See Notes to Consolidated Financial Statements Continues on next page Lam Research Corporation 2018 10-K 53 LAM RESEARCH CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) See Notes to Consolidated Financial Statements Continues on next page Lam Research Corporation 2018 10-K 54 LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Continues on next page Lam Research Corporation 2018 10-K 55 See Notes to Consolidated Financial Statements Continues on next page Lam Research Corporation 2018 10-K 56 LAM RESEARCH CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) See Notes to Consolidated Financial Statements Continues on next page Lam Research Corporation 2018 10-K 57 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 24, 2018 Note 1: Company and Industry Information The Company designs, manufactures, markets, refurbishes, and services semiconductor processing equipment used in the fabrication of integrated circuits. |
Factors that may cause our financial results to fluctuate unpredictably include but are not limited to: • economic conditions in the electronics and semiconductor industries in general and specifically the semiconductor equipment industry; • the size and timing of orders from customers; • consolidation of the customer base, which may result in the investment decisions of one customer or market having a significant effect on demand for our products or services; • procurement shortages; • the failure of our suppliers or outsource providers to perform their obligations in a manner consistent with our expectations; • manufacturing difficulties; • customer cancellations or delays in shipments, installations, and/or customer acceptances; • the extent that customers continue to purchase and use our products and services in their business; • our customers’ reuse of existing and installed products, to the extent that such reuse decreases their need to purchase new products or services; Continues on next page Lam Research Corporation 2017 10-K 15 • changes in average selling prices, customer mix, and product mix; • our ability to develop, introduce, and market new, enhanced, and competitive products in a timely manner; • our competitors’ introduction of new products; • legal or technical challenges to our products and technologies; • transportation, communication, demand, information technology, or supply disruptions based on factors outside our control, such as strikes, acts of God, wars, terrorist activities, and natural or man-made disasters; • legal, tax, accounting, or regulatory changes (including but not limited to change in import/export regulations) or changes in the interpretation or enforcement of existing requirements; • changes in our estimated effective tax rate; • foreign currency exchange rate fluctuations; and • the dilutive impact of our Convertible Notes (as defined below) and related warrants on our earnings per share. |
We are subject to various challenges related to international sales and the management of global operations including, but not limited to: • trade balance issues; • tariffs and other barriers; • global or national economic and political conditions; • changes in currency controls; Continues on next page Lam Research Corporation 2017 10-K 20 • differences in the enforcement of intellectual property and contract rights in varying jurisdictions; • our ability to respond to customer and foreign government demands for locally sourced systems, spare parts, and services and develop the necessary relationships with local suppliers; • compliance with U.S. and international laws and regulations affecting foreign operations, including U.S. and international trade restrictions and sanctions, anti-bribery, anti-corruption, environmental, tax, and labor laws; • fluctuations in interest and foreign currency exchange rates; • our ability to repatriate cash in a tax-efficient manner; • the need for technical support resources in different locations; and • our ability to secure and retain qualified people, and effectively manage people, in all necessary locations for the successful operation of our business. |
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