RCMT 10-K Fiscal year ended Dec. 31, 2016

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.  20549

RCM TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter)

Nevada		95--1480559
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
2500 McClellan Avenue, Suite 350, Pennsauken, New Jersey		08109-4613
(Address of Principal Executive Offices)		(Zip Code)
Registrant's telephone number, including area code:		(856) 356-4500
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, par value $0.05 per share		The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:		None

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RCM TECHNOLOGIES, INC.

FORM 10-K

TABLE OF CONTENTS

PART I			1
	Item 1.	Business	2
	Item 1A.	Risk Factors	15
	Item 1B.	Unresolved Staff Comments	20
	Item 2.	Properties	20
	Item 3.	Legal Proceedings	20
	Item 4.	Mine Safety Disclosures	20
PART II			21
	Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
	Item 6.	Selected Financial Data	22
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	40
	Item 8.	Financial Statements and Supplementary Data	40
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	40
	Item 9A(T).	Controls and Procedures	41
	Item 9B.	Other Information	41
PART III			42
	Item 10.	Directors, Executive Officers and Corporate Governance	42
	Item 11.	Executive Compensation	42
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	42
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	42
	Item 14.	Principal Accountant Fees and Services	42
PART IV			43
	Item 15.	Exhibits and Financial Statement Schedules	43
	Item 16.	Form 10-K Summary	46
	Signatures		47

PART I

ITEM 1.  BUSINESS

ITEM 1.  BUSINESS (CONTINUED)

ITEM 1.  BUSINESS (CONTINUED)

ITEM 1.  BUSINESS (CONTINUED)

ITEM 1.  BUSINESS (CONTINUED)

ITEM 1.  BUSINESS (CONTINUED)

ITEM 1.  BUSINESS (CONTINUED)

LOCATION		NUMBER OF OFFICES	SERVICES PROVIDED(1)
U.S.
	California	2	HC
	Connecticut	2	E
	Florida	1	HC
	Hawaii	1	HC
	Illinois	1	HC
	Maryland	1	IT
	Massachusetts	1	IT
	Michigan	2	IT
	Minnesota	1	IT
	Missouri	1	HC
	New Jersey	3	IT, E
	New York	3	IT, E, HC
	Oregon	1	IT
	Pennsylvania	2	E, HC
	Rhode Island	1	E
	Tennessee	1	HC
	Wisconsin	1	E
		25
CANADA		4	IT, E
PUERTO RICO		1	IT, E

ITEM 1.  BUSINESS (CONTINUED)

	Revenues		Total Assets
United States	$146,950		$53,842
Canada	24,423		13,953
Puerto Rico	5,075		2,036
	$176,448		$69,831

ITEM 1.  BUSINESS (CONTINUED)

ITEM 1.  BUSINESS (CONTINUED)

ITEM 1.  BUSINESS (CONTINUED)

ITEM 1.  BUSINESS (CONTINUED)

ITEM 1.  BUSINESS (CONTINUED)

ITEM 1A.  RISK FACTORS

ITEM 1A.  RISK FACTORS (CONTINUED)

ITEM 1A.  RISK FACTORS (CONTINUED)

ITEM 1A.  RISK FACTORS (CONTINUED)

ITEM 1A.  RISK FACTORS (CONTINUED)

ITEM 1B.  UNRESOLVED STAFF COMMENTS

ITEM 2.  PROPERTIES

ITEM 3.  LEGAL PROCEEDINGS

ITEM 4.  MINE SAFETY DISCLOSURES

PART II

ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
	MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

		Common Stock
Fiscal Year Ended January 2, 2016		High		Low
	First Quarter	$7.00		$5.56
	Second Quarter	$6.74		$5.27
	Third Quarter	$5.74		$4.16
	Fourth Quarter	$5.74		$4.24
Fiscal Year Ended December 31, 2016
	First Quarter	$6.00		$4.52
	Second Quarter	$5.87		$5.03
	Third Quarter	$6.70		$5.15
	Fourth Quarter	$7.23		$5.80

ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
	MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (CONTINUED)

Period		Total Number of Shares Purchased		Weighted Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
October 2, 2016 - November 1, 2016		112,404		$6.90		1,055,620		$4,409,000
November 2, 2016 - December 1, 2016		106,635		$6.33		1,162,255		$3,734,000
December 2, 2016 - December 31, 2016		124,825		$6.62		1,287,080		$2,907,000
Total		343,864		$6.62

ITEM 6.  SELECTED FINANCIAL DATA

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

	Fiscal Years Ended
	December 31, 2016				January 2, 2016
	Amount		% of Revenue		Amount		% of Revenue
Revenues	$176,448		100.0		$185,736		100.0
Cost of services	129,418		73.4		133,851		72.1
Gross profit	47,030		26.6		51,885		27.9
Selling, general and administrative	40,063		22.7		42,567		22.9
Legal settlement and office closure	1,283		0.7		-		-
Depreciation and amortization	1,569		0.9		1,467		0.8
Operating costs and expenses	42,915		24.3		44,034		23.7
Operating income	4,115		2.3		7,851		4.2
Other expense, net	(813	)	(0.4	)	(697	)	(0.4	)
Income before income taxes	3,302		1.9		7,154		3.8
Income tax expense	1,544		0.9		1,139		0.6
Net income	$1,758		1.0		$6,015		3.2

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

		Fiscal Years Ended
		December 31, 2016		January 2, 2016
Cash provided by (used in):
	Operating activities	$11,635		$12,481
	Investing activities	($831	)	($3,036	)
	Financing activities	($11,556	)	($14,188	)

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Fiscal Years	Amount
2017	$2,988
2018	2,366
2019	1,006
2020	525
2021	154
Thereafter	24
Total	$7,063

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

Fiscal Year	Total
December 30, 2017	$1,061
December 30, 2018	170
Estimated future contingent consideration payments	$1,231

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (CONTINUED)

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
	FINANCIAL DISCLOSURE

ITEM 9A.

CONTROLS AND PROCEDURES

ITEM 9B.

OTHER INFORMATION

PART III

ITEM 10 .

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11 .

EXECUTIVE COMPENSATION

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
	AND RELATED STOCKHOLDER MATTERS

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for issuance under equity compensation plans, excluding securities reflected in column (a)
	(a)	(b)	(c)
Equity compensation plans approved by security holders	42,000	$8.27	619,266
Equity compensation plans not approved by security holders	____________________	____________________	____________________
Total	42,000	$8.27	619,266

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
	INDEPENDENCE

ITEM 14 .

PRINCIPAL ACCOUNTANT FEES AND SERVICES

PART IV

ITEM 15 .

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	1. and 2. Financial Statement Schedules -- See "Index to Financial Statements and Schedules" on F-1.
	3. See Item (b) below.
(b)	Exhibits
		(3)(a)	Articles of Incorporation, as amended; incorporated by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1994.
		(3)(b)	Certificate of Amendment of Articles of Incorporation; incorporated by reference to Exhibit A to the Registrant's Proxy Statement, dated February 6, 1996, filed with the Securities and Exchange Commission on January 29, 1996.
		(3)(c)	Certificate of Amendment of Articles of Incorporation; incorporated by reference to Exhibit B to the Registrant's Proxy Statement, dated February 6, 1996, filed with the Securities and Exchange Commission on January 29, 1996.
		(3)(d)	Amended and Restated Bylaws; incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2014 (the "January 2014 8-K").
	*	(10)(d)	RCM Technologies, Inc. 2000 Employee Stock Incentive Plan, dated January 6, 2000; incorporated by reference to Exhibit A to the Registrant's Proxy Statement, dated March 3, 2000, filed with the Securities and Exchange Commission on February 28, 2000.
	*	(10)(l)	The RCM Technologies, Inc. 2007 Omnibus Equity Compensation Plan; incorporated by reference to Annex A to the Registrant's Proxy Statement, dated April 20, 2007, filed with the Securities and Exchange Commission on April 19, 2007.
		(10)(n)	Second Amended and Restated Loan and Security Agreement dated as of February 19, 2009, between RCM Technologies, Inc. and all of its Subsidiaries, Citizens Bank of Pennsylvania as Administrative Agent and Arranger and the Financial Institutions Named therein as Lenders; incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K dated February 19, 2009, filed with the Securities and Exchange Commission on February 25, 2009.
		(10)(o)	Amendment, dated as of July 21, 2011, to Second Amended and Restated Loan and Security Agreement dated as of February 19, 2009, between RCM Technologies, Inc. and all of its Subsidiaries, Citizens Bank of Pennsylvania as Administrative Agent and Arranger and the Financial Institutions Named therein as Lenders; incorporated by reference to Exhibit 10(o) to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 2, 2016 filed with the Securities and Exchange Commission on February 27, 2014 (the "2013 10-K").
		(10)(p)	Second Amendment, dated as of October 24, 2011, to Second Amended and Restated Loan and Security Agreement dated as of February 19, 2009, between RCM Technologies, Inc. and all of its Subsidiaries, Citizens Bank of Pennsylvania as Administrative Agent and Arranger and the Financial Institutions Named therein as Lenders; incorporated by reference to Exhibit 10(p) to the 2013 10-K.

ITEM 15 .

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

(b)	Exhibits (Continued)
		(10)(q)	Third Amendment, dated as of December 13, 2011, to Second Amended and Restated Loan and Security Agreement dated as of February 19, 2009, between RCM Technologies, Inc. and all of its Subsidiaries, Citizens Bank of Pennsylvania as Administrative Agent and Arranger and the Financial Institutions Named therein as Lenders; incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K dated December 13, 2011, filed with the Securities and Exchange Commission on January 3, 2012.
		(10)(r)	Fourth Amendment to Second Amended and Restated Amendment, dated as of December 12, 2014, to Amended and Restated Loan and Security Agreement dated as of February 19, 2009, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender; incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2014 (the "December 2014 8-K").
	*	(10)(s)	Option Grant Agreement, dated April 21, 2010, to Richard D. Machon (filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2010, and incorporated herein by reference).
	*	(10)(t)	Option Grant Agreement, dated April 21, 2010, to S. Gary Snodgrass (filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2010, and incorporated herein by reference).
	*	(10)(u)	Executive Severance Agreement between RCM Technologies, Inc. and Rocco Campanelli dated December 27, 2012; incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K dated December 27, 2012, filed with the Securities and Exchange Commission on December 28, 2012.
	*	(10)(v)	Executive Severance Agreement between RCM Technologies, Inc. and Kevin Miller dated December 27, 2012; incorporated by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K dated December 27, 2012, filed with the Securities and Exchange Commission on December 28, 2012.
	*	(10)(w)	Settlement Agreement, dated January 23, 2014 between RCM Technologies, Inc. and the stockholders of the Company named therein; incorporated by reference to Exhibit 99.1 to the January 2014 8-K.
	*	(10)(x)	Separation Agreement, dated January 23, 2014, between RCM Technologies, Inc. and Leon Kopyt; incorporated by reference to Exhibit 99.2 to the January 2014 8-K.
	*	(10)(y)	RCM Technologies, Inc. Amended and Restated 2014 Omnibus Equity Compensation Plan; incorporated by reference to Exhibit A to the Registrant's Definitive Proxy Statement for the 2016 Annual Meeting filed with the Securities and Exchange Commission on October 28, 2016.
	*	(10)(z)	Form of Stock Unit Agreement; incorporated by reference to Exhibit 99.2 to the December 2014 8-K.

ITEM 15 .

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

(b)	Exhibits (Continued)
	*	10(aa)	RCM Technologies, Inc. Change in Control Plan for Selected Executive Management (filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2015, and incorporated herein by reference).
	*	10(bb)	Amendment 2015-3 to the RCM Technologies, Inc. 2001 Employee Stock Purchase Plan; incorporated by reference to Exhibit A to the Registrant's Definitive Proxy Statement for the 2015 Annual Meeting filed with the Securities and Exchange Commission on October 30, 2015.
		10(cc)	Fifth Amendment to Second Amended and Restated Amendment, dated as of December 14, 2015, to Amended and Restated Loan and Security Agreement dated as of February 19, 2009, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender; incorporated by reference to Exhibit 10(cc) to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 2, 2016, filed with the Securities and Exchange Commission on March 2, 2016.
		10(dd)	Sixth Amendment to Second Amended and Restated Amendment, dated as of June 13, 2016, to Amended and Restated Loan and Security Agreement dated as of February 19, 2009, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender; incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2016.
		(21)	Subsidiaries of the Registrant.  (Filed herewith)
		(23.1)	Consent of EisnerAmper LLP. (Filed herewith)
		(31.1)	Certifications of Chief Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.  (Filed herewith)
		(31.2)	Certifications of Chief Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.  (Filed herewith)
		(32.1)	Certifications of Chief Executive Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.  (This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)  (Furnished herewith)
		(32.2)	Certifications of Chief Financial Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.  (This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)  (Furnished herewith)

ITEM 15 .

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

(b)		Exhibits (Continued)
			101.INS	XBRL Instance Document (Filed herewith)
			101.SCH	XBRL Taxonomy Extension Schema Document (Filed herewith)
			101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (Filed herewith)
			101.LAB	XBRL Taxonomy Extension Label Linkbase Document (Filed herewith)
			101.PRE	XBRL Taxonomy Extension Presentation Linkbase Documents (Filed herewith)
			101.DEF	XBRL Taxonomy Definition Linkbase Document (Filed herewith)
	*		Constitutes a management contract or compensatory plan or arrangement.

ITEM 16 .

FORM 10-K SUMMARY

SIGNATURES

		RCM Technologies, Inc.
Date:  March 2, 2017		By:	/s/ Rocco Campanelli
			Rocco Campanelli
			President and Chief Executive Officer
Date:  March 2, 2017		By:	/s/ Kevin D. Miller
			Kevin D. Miller
			Chief Financial Officer, Treasurer and Secretary

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	F-2
Consolidated Statements of Income, Fiscal Years Ended December 31, 2016 and January 2, 2016	F-3
Consolidated Statements of Comprehensive Income, Fiscal Years Ended December 31, 2016 and January 2, 2016	F-4
Consolidated Statements of Changes in Stockholders' Equity, Fiscal Years Ended December 31, 2016 and January 2, 2016	F-5
Consolidated Statements of Cash Flows, Fiscal Years Ended December 31, 2016 and January 2, 2016	F-6
Notes to Consolidated Financial Statements	F-7
Report of Independent Registered Public Accounting Firm	F-34
Schedule II	F-35

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)

			December 31,		January 2,
			2016		2016
Current assets:
	Cash and cash equivalents		$279		$985
	Accounts receivable, net		45,170		50,946
	Transit accounts receivable		4,295		7,481
	Prepaid expenses and other current assets		3,327		4,508
	Deferred income tax assets, domestic		-		609
		Total current assets	53,071		64,529
Property and equipment, net			4,052		4,698
Other assets:
	Deposits		212		227
	Goodwill		12,325		11,630
	Intangible assets, net		171		252
		Total other assets	12,708		12,109
		Total assets	$69,831		$81,336

Current liabilities:
	Accounts payable and accrued expenses		$8,154		$7,863
	Transit accounts payable		6,776		8,995
	Accrued payroll and related costs		7,185		8,606
	Income taxes payable		537		343
	Contingent consideration		1,061		822
		Total current liabilities	23,713		26,629
Deferred tax liability, domestic			148		276
Deferred tax liability, foreign			234		250
Contingent consideration			170		978
Borrowings under line of credit			14,311		21,000
		Total liabilities	38,576		49,133
Stockholders' equity:
	Preferred stock, $1.00 par value; 5,000,000 shares authorized;
		no shares issued or outstanding	-		-
	Common stock, $0.05 par value; 40,000,000 shares authorized;
		14,716,940 shares issued and 11,953,080 shares outstanding at December 31, 2016 and 14,559,381 shares issued and 12,496,635 shares outstanding at January 2, 2016	736		728
	Additional paid-in capital		115,607		114,331
	Accumulated other comprehensive loss		(2,578	)	(2,845	)
	Accumulated deficit		(67,888	)	(69,646	)
	Treasury stock (2,763,860 shares at December 31, 2016 and 2,062,746 shares at January 2, 2016) at cost		(14,622	)	(10,365	)
		Stockholders' equity	31,255		32,203
		Total liabilities and stockholders' equity	$69,831		$81,336

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Fiscal Years Ended December 31, 2016 and January 2, 2016 (Dollars in thousands, except per share amounts, unless otherwise indicated)

		December 31, 2016		January 2, 2016
Revenues		$176,448		$185,736
Cost of services		129,418		133,851
Gross profit		47,030		51,885
Operating costs and expenses
	Selling, general and administrative	40,063		42,567
	Legal settlement and office closure	1,283		-
	Depreciation and amortization	1,569		1,467
	Operating costs and expenses	42,915		44,034
Operating income		4,115		7,851
Other (expense) income
	Interest expense and other, net	(539	)	(504	)
	Loss on sale of business unit	-		(121	)
	Change in contingent consideration	(285	)	-
	Gain (loss) on foreign currency transactions	11		(72	)
	Other expense	(813	)	(697	)
Income before income taxes		3,302		7,154
Income tax expense		1,544		1,139
Net income		$1,758		$6,015
Basic net income per share		$0.14		$0.48
Diluted net income per share		$0.14		$0.47

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Years Ended December 31, 2016 and January 2, 2016 (Dollars in thousands unless otherwise indicated)

	December 31,		January 2,
	2016		2016
Net income	$1,758		$6,015
Other comprehensive income (loss)	267		(2,936	)
Total comprehensive income	$2,025		$3,079

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Fiscal Years Ended December 31, 2016 and January 2, 2016 (Amounts in thousands, except share amounts, unless otherwise indicated)

	Common Stock				Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Treasury Stock				Total
	Issued Shares		Amount								Shares		Amount
Balance, January 3, 2015	14,148,667		707		112,529		91		(62,933	)	1,476,780		(7,529	)	42,865
Issuance of stock under employee stock purchase plan	73,048		4		369		-		-		-		-		373
Translation adjustment	-		-		-		(2,936	)	-		-		-		(2,936	)
Issuance of stock upon exercise of stock options	3,500		-		19		-		-		-		-		19
Issuance of stock upon vesting of restricted share units	334,166		17		(17	)	-		-		-		-		-
Effect of reduced tax deduction over book expense associated with equity awards	-		-		(15	)	-		-		-		-		(15	)
Share based compensation expense	-		-		1,446		-		-		-		-		1,446
Common stock repurchase	-		-		-		-		-		585,966		(2,836	)	(2,836	)
Cash dividend paid	-		-		-		-		(12,529	)	-		-		(12,529	)
Dividends declared on restricted stock units	-		-		-		-		(209	)	-		-		(209	)
Dividends on restricted share units forfeited	-		-		-		-		10		-		-		10
Net income	-		-		-		-		6,015		-		-		6,015
Balance, January 2, 2016	14,559,381		$728		$114,331		($2,845	)	($69,646	)	2,062,746		($10,365	)	$32,203
Issuance of stock under employee stock purchase plan	81,225		4		364		-		-		-		-		368
Translation adjustment	-		-		-		267		-		-		-		267
Issuance of stock upon exercise of stock options	2,500		-		15		-		-		-		-		15
Issuance of stock upon vesting of restricted share units	73,834		4		(4	)	-		-		-		-		-
Share based compensation expense	-		-		901		-		-		-		-		901
Common stock repurchase	-		-		-		-		-		701,114		(4,257	)	(4,257	)
Net income	-		-		-		-		1,758		-		-		1,758
Balance, December 31, 2016	14,716,940		$736		$115,607		($2,578	)	($67,888	)	2,763,860		($14,622	)	$31,255

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal Years Ended December 31, 2016 and January 2, 2016 (Dollars in thousands unless otherwise indicated)

				December 31, 2016		January 2, 2016
Cash flows from operating activities:
	Net income			$1,758		$6,015
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization		1,569		1,467
		Loss on sale of business unit		-		121
		Increase in contingent consideration		285		-
		Share-based compensation expense		901		1,446
		Provision for losses on accounts receivable		616		1,021
		Deferred income tax expense		463		1,322
		Changes in assets and liabilities:
			Accounts receivable	5,427		4,261
			Transit accounts receivable	3,220		(4,216		)
			Prepaid expenses and other current assets	1,228		(2,225		)
			Accounts payable and accrued expenses	(290	)	(80		)
			Transit accounts payable	(2,254	)	2,893
			Accrued payroll and related costs	(1,473	)	837
			Income taxes payable	185		(381		)
	Total adjustments			9,877		6,466
	Net cash provided by operating activities			11,635		12,481
Cash flows from investing activities:
	Property and equipment acquired			(846	)	(2,790		)
	Decrease in deposits			15		3
	Cash payments for business acquired			-		(800		)
	Cash from sale of business unit			-		551
	Net cash used in investing activities			(831	)	(3,036		)
Cash flows from financing activities:
	Borrowings under line of credit			83,605		58,276
	Repayments on line of credit			(90,294	)	(57,276		)
	Sale of stock for employee stock purchase plan			368		373
	Exercise of stock options			15		19
	Effect of (reduced) excess tax deduction on equity awards			-		(15		)
	Common stock repurchases			(4,257	)	(2,836		)
	Dividends paid to shareholders			-		(12,529		)
	Contingent consideration paid			(993	)	(200		)
	Net cash used in financing activities			(11,556	)	(14,188		)
Effect of exchange rate changes on cash and cash equivalents				46		(683		)
Decrease in cash and cash equivalents				(706	)	(5,426		)
Cash and cash equivalents at beginning of period				985		6,411
Cash and cash equivalents at end of period				$279		$985
Supplemental cash flow information:
	Cash paid for:
		Interest		$464		$488
		Income taxes		$927		$821
Non-cash investing activities:
	Non-cash consideration for business acquisitions			$695			$746
Non-cash financing activities:
	Dividend declared but unpaid on unvested restricted share units			$     -			$209
	Dividends forfeited on unvested forfeited restricted share units			$     -			($10	)
	Vesting of restricted share units			$473			$1,857

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)

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)

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)

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)

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)

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)

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)

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)

	December 31, 2016		January 2, 2016
Billed	$34,463		$40,117
Accrued and unbilled	6,894		4,939
Work-in-progress	5,215		7,322
Allowance for sales discounts and doubtful accounts	(1,402	)	(1,432	)
Accounts receivable, net	$45,170		$50,946

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)

	December 31, 2016		January 2, 2016
Equipment and furniture	$1,045		$2,358
Computers and systems	5,521		6,119
Leasehold improvements	804		752
	7,370		9,229
Less: accumulated depreciation and amortization	3,318		4,531
Property and equipment, net	$4,052		$4,698

Fiscal Year	Total
December 30, 2017	$1,061
December 30, 2018	170
Estimated future contingent consideration payments	$1,231

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)

		Engineering		Information Technology		Specialty Health Care		Total
Balance as of January 3, 2015		$3,004		$5,516		$1,703		$10,223
Goodwill recorded, SDS acquisition		1,407		-		-		1,407
Balance as of January 2, 2016		$4,411		$5,516		$1,703		$11,630
Goodwill recorded, AHP acquisition		-		-		695		695
Balance as of December 31, 2016		$4,411		$5,516		$2,398		$12,325

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)

	Engineering		Information Technology		Total
Balance as of January 3, 2015	$189		$5		$194
Intangibles acquired, SDS acquisition	140		-		140
Amortization of intangibles during the fifty-two week period ended January 2, 2016	(77	)	(5	)	(82	)
Balance as of January 2, 2016	$252		$-		$252
Amortization of intangibles during the fifty-two week period ended December 31, 2016	(81	)	-		(81	)
Balance as of December 31, 2016	$171		$-		$171

	December 31, 2016		January 2, 2016
Restricted covenants	$27		$53
Customer relationships	144		199
Total intangible assets	$171		$252

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)

Fiscal Year	Total
2017	$66
2018	50
2019	25
2020	17
2021	13
Total	$171

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)

	Fiscal Years Ended
	December 31, 2016		January 2, 2016
Basic weighted average shares outstanding	12,302,558		12,658,466
Dilutive effect of outstanding restricted share units and stock options	120,790		242,484
Weighted average dilutive shares outstanding	12,423,348		12,900,950

	December 31, 2016		January 2, 2016
Exercise of options outstanding	42,000		44,500
Time-based restricted share units outstanding	197,734		208,834
Performance-based restricted share units outstanding	200,000		0
Future grants of options or shares	619,266		382,000
Shares reserved for employee stock purchase plan	268,211		349,436
Total	1,327,211		984,770

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)

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)

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)

	All Stock Options Outstanding
	Shares		Weighted Average Exercise Price
Options outstanding as of  January 3, 2015	53,000		$7.65
Options granted	-
Options exercised, net	(3,500	)	$4.30
Options forfeited/cancelled	(5,000	)	$5.78
Options outstanding as of January 2, 2016	44,500		$8.12
Options exercisable as of January 2, 2016	29,500		$9.15
Intrinsic value of outstanding stock options as of January 2, 2016	$0
Intrinsic value of stock options exercised in fiscal year ended January 2, 2016	$8
Weighted average grant date fair value of stock options issued during fiscal year ended January 2, 2016	N/A
Options outstanding as of January 2, 2016	44,500		$8.12
Options granted	-
Options exercised, net	(2,500	)	$5.62
Options forfeited/cancelled	-
Options outstanding as of December 31, 2016	42,000		$8.27
Options exercisable as of December 31, 2016	27,000		$9.47
Intrinsic value of outstanding stock options as of December 31, 2016	$6
Intrinsic value of stock options exercised in fiscal year ended December 31, 2016	$3
Weighted average grant date fair value of stock options issued during fiscal year ended December 31, 2016	N/A

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)

Nonvested Stock Options	Shares		Weighted-Average Grant-Date Fair Value
Nonvested at January 2, 2016	15,000		$2.33
Vested	-
Forfeited	-
Issued nonvested	-
Nonvested at December 31, 2016	15,000		$2.33

Range of Exercise Prices		Number of Outstanding Options			Weighted-Average Remaining Contractual Life			Weighted-Average Exercise Price
		Outstanding	Vested		Outstanding	Vested		Outstanding	Vested
$5.27 - $6.10		17,000	2,000		6.62	1.02		$6.00	$5.27
$9.81		25,000	25,000		0.55	0.55		$9.81	$9.81
		42,000	27,000

Fiscal Year	Time- Based	Performance- Based	Total
2017	$578	$   -	$578

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)

	Fiscal Years Ended
	December 31, 2016		January 2, 2016
Weighted average risk-free interest rate	1.35%		1.74%
Expected term of option	5 years		5 years
Expected stock price volatility	33%		35%
Expected dividend yield	0.00%		0.00%
Annual forfeiture rate	3.11%		3.23%
Weighted-average grant date fair value	$5.51		$5.00

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)

	Number of Restricted Stock Units (in thousands)		Weighted Average Grant Date Fair Value per Share
Outstanding non-vested at January 3, 2015	500		$6.61
Granted	48		$5.00
Vested	(334	)	$6.05
Forfeited or expired	(5	)	$7.95
Outstanding non-vested at January 2, 2016	209		$7.10
Granted – time-based vesting	63		$5.98
Granted – performance-based vesting	200		$5.36
Vested	(74	)	$5.56
Forfeited or expired	-		-
Outstanding non-vested at December 31, 2016	398		$6.34

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)

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)

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)

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		192		257		-		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		240		183		-		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)

		Fiscal Year Ended
		December 31,		January 2,
		2016		2016
Revenues
	United States	$146,950		$150,024
	Canada	24,423		29,519
	Puerto Rico	5,075		6,193
		$176,448		$185,736

		Fiscal Year Ended
		December 31,		January 2,
		2016		2016
Total Assets
	United States	$53,842		$63,886
	Canada	13,953		15,640
	Puerto Rico	2,036		1,810
		$69,831		$81,336

		Fiscal Years Ended
		December 31, 2016		January 2, 2016
Current
	Federal	$688		($570	)
	State and local	402		320
	Foreign	(3	)	81
		1,087		(169	)
Deferred
	Federal	372		944
	State	108		274
	Foreign	(23	)	90
		457		1,308
Total		$1,544		$1,139

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)

	Fiscal Years Ended
	December 31, 2016		January 2, 2016
United States	$3,430		$6,642
Foreign Jurisdictions	(128	)	512
	$3,302		$7,154

	December 31, 2016		January 2, 2016
Tax at statutory rate	34.0	%	34.0	%
State and Puerto Rico income taxes, net of Federal income tax benefit	8.0		5.4
Permanent differences	5.7		2.2
Foreign income tax rate	0.5		-
Tax loss on sale of business unit	-		(26.9	)
Other, net	(1.4	)	1.2
Total income tax expense	46.8	%	15.9	%

Unrecognized Tax Benefits
Balance as of January 2, 2016	$628
Charges for current year tax positions	-
Reserves for current year tax position	-
Balance as of December 31, 2016	$628

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)

	December 31, 2016		January 2, 2016
Deferred tax assets:
Allowance for doubtful accounts	$451		$501
Acquisition amortization, net	-		352
Reserves and accruals	394		393
Other	323		128
Total deferred tax assets	1,168		1,374
Deferred tax liabilities:
Acquisition amortization, net	(100	)	-
Prepaid expense deferral	(750	)	(491	)
Bonus depreciation to be reversed	(466	)	(550	)
Canada deferred tax liability, net	(234	)	(250	)
Total deferred tax liabilities	(1,550	)	(1,291	)
Total deferred tax (liability) asset, net	($382	)	$83

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)

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)

Fiscal Years	Amount
2017	$2,988
2018	2,366
2019	1,006
2020	525
2021	154
Thereafter	24
Total	$7,063

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

SCHEDULE II

Column A	Column B		Column C		Column D		Column E
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Deduction		Balance at End of Period
Fiscal Year Ended December 31, 2016
Allowance for doubtful accounts on trade receivables	$1,432		650		(680	)	$1,402
Provision for contingencies for legal matters	$214		455		(214	)	$455
Fiscal Year Ended January 2, 2016
Allowance for doubtful accounts on trade receivables	$1,011		629		(208	)	$1,432
Provision for contingencies for legal matters	$0		214		0		$214

EXHIBIT INDEX

(21)	Subsidiaries of the Registrant.
(23.1)	Consent of EisnerAmper LLP.
(31.1)	Certification of Chief Executive Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.
(31.2)	Certification of Chief Financial Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.
(32.1)	Certifications of Chief Executive Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.  (This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
(32.2)	Certifications of Chief Financial Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.  (This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
(101.INS)	XBRL Instance Document
(101.SCH)	XBRL Taxonomy Extension Schema Document
(101.CAL)	XBRL Taxonomy Extension Calculation Linkbase Document
(101.LAB)	XBRL Taxonomy Extension Label Linkbase Document
(101.PRE)	XBRL Taxonomy Extension Presentation Linkbase Documents
(101.DEF)	XBRL Taxonomy Definition Linkbase Document

EXHIBIT 21

EXHIBIT 23.1

EXHIBIT 31.1

Date: March 2, 2017	/s/	Rocco Campanelli
		Rocco Campanelli President and  Chief Executive Officer

EXHIBIT 31.2

Date: March 2, 2017	/s/	Kevin D. Miller
		Kevin D. Miller Chief Financial Officer, Treasurer and Secretary

EXHIBIT 32.1

/s/	Rocco Campanelli
	Rocco Campanelli President and Chief Executive Officer March 2, 2017

EXHIBIT 32.2

/s/	Kevin D. Miller
	Kevin D. Miller Chief Financial Officer, Treasurer and Secretary March 2, 2017