RCMT 10-K Fiscal year ended Dec. 29, 2018

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

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

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

Large Accelerated Filer [   ]	Accelerated Filer [   ]	Non-Accelerated Filer [X]	Smaller Reporting Company [X]
			Emerging Growth Company [  ]

RCM TECHNOLOGIES, INC.

FORM 10-K

TABLE OF CONTENTS

PART I			1
	Item 1.	Business	2
	Item 1A.	Risk Factors	14
	Item 1B.	Unresolved Staff Comments	19
	Item 2.	Properties	19
	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	21
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	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.	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	47
	Signatures		48

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)
UNITED STATES
	California	2	HC
	Connecticut	2	E
	Delaware	1	HC
	Florida	1	HC
	Hawaii	1	HC
	Illinois	1	HC
	Maryland	1	IT
	Massachusetts	1	IT
	Missouri	1	HC
	Nevada	1	HC
	New Jersey	3	E, IT
	New York	4	E, HC, IT
	Ohio	1	E
	Pennsylvania	1	E
	Rhode Island	1	E
		22
CANADA		3	E, IT
PUERTO RICO		1	E, IT
SERBIA		3	E, IT

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 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

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)

	December 29, 2018		December 30, 2017
Engineering:
Time and Material	$71,639		$71,894
Fixed Fee	14,424		10,859
Permanent Placement Services	15		-
Total Engineering	$86,078		$82,753
Specialty Health Care:
Time and Material	$82,153		$69,033
Permanent Placement Services	1,510		2,283
Total Specialty Health Care	$83,663		$71,316
Information Technology:
Time and Material	$30,361		$32,320
Permanent Placement Services	250		348
Total Information Technology	$30,611		$32,668
	$200,352		$186,737

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 29, 2018				December 30, 2017
	Amount		% of Revenue		Amount		% of Revenue
Revenues	$200,352		100.0		$186,737		100.0
Cost of services	151,042		75.4		138,350		74.1
Gross profit	49,310		24.6		48,387		25.9
Selling, general and administrative	40,386		20.2		40,385		21.6
Depreciation and amortization of property and equipment	1,442		0.7		1,691		1.0
Amortization of acquired intangible assets	125		0.1		66		-
Severance, professional fees, office closures and other charges	1,571		0.7		1,447		0.8
Tax credit professional fees	371		0.2		259		0.1
Change in contingent consideration	-		-		781		0.4
Goodwill impairment	-		-		3,478		1.9
Operating costs and expenses	43,895		21.9		48,107		25.8
Operating income	5,415		2.7		280		0.1
Other expense, net and foreign currency transactions	(1,507	)	(0.7	)	(525	)	(0.2	)
Income (loss) before income taxes	3,908		2.0		(245	)	(0.1	)
Income tax expense (benefit)	1,193		0.6		(2,255	)	(1.2	)
Net income	$2,715		1.4		$2,010		1.1

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

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

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

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

	Fifty-Two Week Periods Ended
	December 29, 2018		December 30, 2017
GAAP net income	$2,715		$2,010
Income tax expense (benefit)	1,193		(2,255	)
Interest expense	1,471		590
Depreciation of property and equipment	1,442		1,691
Amortization of acquired intangible assets	125		66
EBITDA (non-GAAP)	$6,946		$2,102
Adjustments
Severance, professional fees , office closures and other charges	1,571		1,447
Tax credit professional fees	371		259
Change in contingent consideration	-		781
Goodwill impairment	-		3,478
Loss (gain) on foreign currency transactions	36		(65	)
Adjusted EBITDA (non-GAAP)	$8,924		$8,002

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

		Fiscal Years Ended
		December 29, 2018		December 30, 2017
Cash provided by (used in):
	Operating activities	($64	)	$5,071
	Investing activities	($2,583	)	($1,803	)
	Financing activities	$346		($826	)

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
2019	$2,485
2020	1,921
2021	1,406
2022	1,108
2023	782
2024	158
Total	$7,860

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

Fiscal Year	Total
December 28, 2019	$1,588
January 2, 2021	1,461
January 1, 2022	1,724
Estimated future contingent consideration payments	$4,773

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 potentially issued upon realization of restricted stock units	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	347,372 (1)	N/A	442,699
Equity compensation plans not approved by security holders	____________________	____________________	____________________
Total	347,372 (1)	N/A	442,699

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)	Asset Purchase Agreement, dated November 8, 2018, by and among RCM Technologies (USA), Inc., Thermal Kinetics Engineering, PLLC and Thermal Kinetics Systems, LLC, as Sellers, certain members of Sellers, and, solely for purposes of being bound by the Parent Guarantee (as defined therein) in such agreement, RCM Technologies, Inc.; incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2018.
		(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 December 30, 2017 filed with the Securities and Exchange Commission on February 27, 2014 (the “2013 10-K”).

ITEM 15 .

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

(b)	Exhibits (Continued)
		(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.
		(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)(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)	Amendment No. 1 to Executive Severance Agreement between RCM Technologies, Inc. and Rocco Campanelli dated December 26, 2017 ; incorporated by reference to Exhibit 10(v) to the Registrant’s Annual Report on Form 10-K for this fiscal year ended December 30, 2017, filed with the Securities and Exchange Commission on March 8, 2018.
	*	(10)(w)	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)(x)	Amendment No. 1 to Executive Severance Agreement between RCM Technologies, Inc. and Kevin Miller dated December 26, 2017 ; incorporated by reference to Exhibit 10(x) to the Registrant’s Annual Report on Form 10-K for this fiscal year ended December 30, 2017, filed with the Securities and Exchange Commission on March 8, 2018.
	*	(10)(y)	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)(z)	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.

ITEM 15 .

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

(b)	Exhibits (Continued)
	*	(10)(aa)	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)(bb)	Form of Stock Unit Agreement; incorporated by reference to Exhibit 99.2 to the December 2014 8-K.
	*	10(cc)	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(dd)	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(ee)	Amendment 2018-4 to the RCM Technologies, Inc. 2001 Employee Stock Purchase Plan; incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2018.
		10(ff)	Fifth Amendment to Second Amended and Restated Amendment, dated as of December 14, 2015, to Amended and Restated Loan and Security Agreement dated as of February 19, 2009, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender; incorporated by reference to Exhibit 10(cc) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 30, 2017, filed with the Securities and Exchange Commission on March 2, 2016.
		10(gg)	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.
		10(hh)	Seventh Amendment to Second Amended and Restated Amendment, dated as of March 8, 2017, to Amended and Restated Loan and Security Agreement dated as of February 19, 2009, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender; incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2017.
		10(ii)	Eighth Amendment to Second Amended and Restated Amendment, dated as of November 6, 2017, to Amended and Restated Loan and Security Agreement dated as of February 19, 2009, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender; incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2017.

ITEM 15 .

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

(b)	Exhibits (Continued)
		10(jj)	Ninth Amendment to Second Amended and Restated Amendment, dated as of December 12, 2017, to Amended and Restated Loan and Security Agreement dated as of February 19, 2009, by and among the Company and all of its subsidiaries, Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger, and Citizens Bank of Pennsylvania, as lender; incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 2017.
		10(kk)	Tenth Amendment to Second Amended and Restated Amendment, dated as of February 14, 2018, 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 February 20, 2018.
		10(ll)	Eleventh Amendment to Second Amended and Restated Amendment, dated as of May 21, 2018, 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 May 23, 2018.
	*	10(mm)	Executive Severance Agreement, dated as of June 1, 2018, by and between the Company and Bradley S. Vizi; 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 7, 2018.
	*	10(nn)	Release and Separation Agreement, dated as of June 6, 2018, by and between the Company and Rocco Campanelli; incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2018.
	*	10(oo)	Third Amended & Restated Loan and Security Agreement, dated as of August 9, 2018, 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(d) to the Registrant’s Quarterly Report on Form 10-Q for this fiscal quarter ended June 30, 2018, filed with the Securities and Exchange Commission on August 14, 2018.
		(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)

ITEM 15 .

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

(b)	Exhibits (Continued)
		(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)
		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.
	+	The Registrant will furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

ITEM 16 .

FORM 10-K SUMMARY

SIGNATURES

		RCM Technologies, Inc.
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

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	F-2
Consolidated Statements of Income, Fiscal Years Ended December 29, 2018 and December 30, 2017	F-3
Consolidated Statements of Comprehensive Income, Fiscal Years Ended December 29, 2018 and December 30, 2017	F-4
Consolidated Statements of Changes in Stockholders’ Equity, Fiscal Years Ended December 29, 2018 and December 30, 2017	F-5
Consolidated Statements of Cash Flows, Fiscal Years Ended December 29, 2018 and December 30, 2017	F-6
Notes to Consolidated Financial Statements	F-7
Report of Independent Registered Public Accounting Firm	F-38
Schedule II	F-39

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)

			December 29,		December 30,
			2018		2017
Current assets:
	Cash and cash equivalents		$482		$2,851
	Accounts receivable, net		52,335		46,080
	Transit accounts receivable		2,569		3,002
	Prepaid expenses and other current assets		3,425		3,706
		Total current assets	58,811		55,639
Property and equipment, net			3,485		3,446
Other assets:
	Deposits		214		215
	Goodwill		17,532		11,685
	Intangible assets, net		743		105
	Deferred tax assets, net, domestic		725		2,189
		Total other assets	19,214		14,194
		Total assets	$81,510		$73,279

Current liabilities:
	Accounts payable and accrued expenses			$9,969		$8,634
	Transit accounts payable			2,506		4,661
	Accrued payroll and related costs			9,028		7,780
	Income taxes payable			97		372
	Liability for contingent consideration from acquisitions			1,588		741
			Total current liabilities	23,188		22,188
Deferred tax liability, foreign				398		431
Liability for contingent consideration from acquisitions				3,185		1,350
Borrowings under line of credit				27,540		27,279
		Total liabilities		54,311		51,248
Commitments and contingencies (note 16)
Stockholders’ equity:
	Preferred stock, $1.00 par value; 5,000,000 shares authorized;
			no shares issued or outstanding	-		-
	Common stock, $0.05 par value; 40,000,000 shares authorized;
			15,578,345 shares issued and 12,755,173 shares outstanding at December 29, 2018 and 15,017,522 shares issued and 12,194,350 shares outstanding at December 30, 2017	778		751
	Additional paid-in capital			107,326		104,540
	Accumulated other comprehensive loss			(2,755	)	(2,395	)
	Accumulated deficit			(63,163	)	(65,878	)
	Treasury stock (2,823,172 shares at December 29, 2018 and at December 30, 2017) at cost			(14,987	)	(14,987	)
			Stockholders’ equity	27,199		22,031
			Total liabilities and stockholders’ equity	$81,510		$73,279

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Fiscal Years Ended December 29, 2018 and December 30, 2017 (Dollars in thousands, except per share amounts, unless otherwise indicated)

		December 29, 2018		December 30, 2017
Revenues		$200,352		$186,737
Cost of services		151,042		138,350
Gross profit		49,310		48,387
Operating costs and expenses
	Selling, general and administrative	40,386		40,385
	Depreciation and amortization of property and equipment	1,442		1,691
	Amortization of acquired intangible assets	125		66
	Severance, professional fees, office closures and other charges	1,571		1,447
	Tax credit professional fees	371		259
	Change in contingent consideration	-		781
	Goodwill impairment	-		3,478
	Operating costs and expenses	43,895		48,107
Operating income		5,415		280
Other (expense) income
	Interest expense and other, net	(1,471	)	(590	)
	(Loss) gain on foreign currency transactions	(36	)	65
	Other expense	(1,507	)	(525	)
Income (loss) before income taxes		3,908		(245	)
Income tax expense (benefit)		1,193		(2,255	)
Net income		$2,715		$2,010
Basic and diluted net income per share		$0.22		$0.17

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Years Ended December 29, 2018 and December 30, 2017 (Dollars in thousands unless otherwise indicated)

	December 29,		December 30,
	2018		2017
Net income	$2,715		$2,010
Other comprehensive (loss) income	(360	)	183
Total comprehensive income	$2,355		$2,193

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Fiscal Years Ended December 29, 2018 and December 30, 2017 (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, December 31, 2016	14,716,940		$736		$115,607		($2,578	)	($67,888	)	2,763,860		($14,622	)	$31,255
Issuance of stock under employee stock purchase plan	90,931		4		390		-								394
Translation adjustment	-		-		-		183		-		-		-		183
Issuance of stock upon exercise of stock options	11,917		1		64		-		-		-		-		65
Issuance of stock upon vesting of restricted share units	197,734		10		(10	)	-		-		-		-		-
Share based compensation expense	-		-		770		-		-		-		-		770
Common stock repurchase	-		-		-		-		-		59,312		(365	)	(365	)
Dividends to stockholders	-		-		(12,194	)	-		-		-		-		(12,194	)
Dividends accrued	-		-		(87	)	-		-		-		-		(87	)
Net income	-		-		-		-		2,010		-		-		2,010
Balance, December 30, 2017	15,017,522		$751		$104,540		($2,395	)	($65,878	)	2,823,172		($14,987	)	$22,031
Issuance of stock under employee stock purchase plan	90,877		4		381		-		-		-		-		385
Translation adjustment	-		-		-		(360	)	-		-		-		(360	)
Issuance of stock upon vesting of restricted share units	29,195		1		(1	)	-		-		-		-		-
Share based compensation expense	-		-		544		-		-		-		-		544
Accrued dividends forfeited	-		-		6		-		-		-		-		6
Common stock issued for acquisition	440,751		22		1,856		-		-		-		-		1,878
Net income	-		-		-		-		2,715		-		-		2,715
Balance, December 29, 2018	15,578,345		$778		$107,326		($2,755	)	($63,163	)	2,823,172		$14,987		$27,199

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal Years Ended December 29, 2018 and December 30, 2017 (Dollars in thousands unless otherwise indicated)

				December 29, 2018		December 30, 2017
Cash flows from operating activities:
	Net income			$2,715		$2,010
	Adjustments to reconcile net income to net cash used in operating activities:
		Depreciation and amortization		1,567		1,757
		Increase in contingent consideration		47		781
		Goodwill impairment		-		3,478
		Share-based compensation expense		544		770
		Provision for losses on accounts receivable		1,106		210
		Deferred income tax (benefit) expense		1,430		(2,336		)
		Changes in assets and liabilities:
			Accounts receivable	(7,681	)	(459		)
			Transit accounts receivable	392		1,330
			Prepaid expenses and other current assets	(170	)	(293		)
			Accounts payable and accrued expenses	1,021		(318		)
			Transit accounts payable	(2,108	)	(2,160		)
			Accrued payroll and related costs	1,335		483
			Income taxes payable	(262	)	(182		)
	Total adjustments			(2,779	)	3,061
	Net cash (used in) provided by operating activities			(64	)	5,071
Cash flows from investing activities:
	Property and equipment acquired			(1,518	)	(1,040		)
	Decrease in deposits			1		-
	Cash payments for business acquired			(1,066	)	(763		)
	Net cash used in investing activities			(2,583	)	(1,803		)
Cash flows from financing activities:
	Borrowings under line of credit			90,329		92,918
	Repayments on line of credit			(90,068	)	(79,950		)
	Sale of stock for employee stock purchase plan			385		394
	Exercise of stock options			-		65
	Common stock repurchases			-		(365		)
	Dividends paid to shareholders			-		(12,194		)
	Contingent consideration paid			(300	)	(1,694		)
	Net cash provided by (used in) financing activities			346		(826		)
Effect of exchange rate changes on cash and cash equivalents				(68	)	130
(Decrease) increase in cash and cash equivalents				(2,369	)	2,572
Cash and cash equivalents at beginning of period				2,851		279
Cash and cash equivalents at end of period				$482		$2,851
Supplemental cash flow information:
	Cash paid for:
		Interest		$1,160		$500
		Income taxes		$350		$522
Non-cash investing activities:
	Contingent consideration relating to acquisitions			$2,935			$1,774
	Value of shares issued pursuant to acquisition			$1,878			-
	Net liabilities assumed pursuant to acquisition			$750			$122
Non-cash financing activities:
	Dividend declared but unpaid on unvested restricted share units			$   -			$87
	Accrued dividends forfeited			$  6			$   -
	Vesting of restricted share units			$109			$1,294

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)

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)

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)

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)

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)

	December 29, 2018		December 30, 2017
Engineering:
Time and material	$71,639		$71,894
Fixed fee	14,424		10,859
Permanent placement services	15		-
Total Engineering	$86,078		$82,753
Specialty Health Care:
Time and material	$82,153		$69,033
Permanent placement services	1,510		2,283
Total Specialty Health Care	$83,663		$71,316
Information Technology:
Time and material	$30,361		$32,320
Permanent placement services	250		348
Total Information Technology	$30,611		$32,668
	$200,352		$186,737

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)

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)

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)

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)

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)

	December 29, 2018		December 30, 2017
Billed	$32,323		$29,874
Accrued and unbilled	10,383		10,573
Work-in-progress	2,252		2,494
Accounts receivable subject to arbitration	8,820		4,106
Allowance for sales discounts and doubtful accounts	(1,443	)	(967	)
Accounts receivable, net	$52,335		$46,080

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)

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)

	December 29, 2018		December 30, 2017
Equipment and furniture	$600		$938
Computers and systems	7,200		6,172
Leasehold improvements	743		899
	8,543		8,009
Less: accumulated depreciation and amortization	5,058		4,563
Property and equipment, net	$3,485		$3,446

Fiscal Year	Total
December 28, 2019	$1,588
January 2, 2021	1,461
January 1, 2022	1,724
Estimated future contingent consideration payments	$4,773

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)

Balance as of December 31, 2016		$1,231
Contingent payments made		(1,694	)
Estimated contingent payments, acquisitions		1,773
Increase to contingent payment estimates		781
Balance as of December 30, 2017		$2,091
Contingent payments made		(300	)
Other changes in contingent consideration		47
Estimated contingent payments, acquisitions		2,935
Balance as of December 29, 2018		$4,773

Cash	$1,066
Common stock of the Company	1,878
Contingent consideration, at fair value	2,935
Total consideration	$5,879

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)

Fixed assets	$12
Restricted covenants	50
Customer relationships	720
Goodwill (a)	5,847
Less: net liabilities assumed	(750	)
Total consideration	$5,879

	Year Ended
	December 29, 2018
Revenues	$2,575
Operating income	$541

	Year Ended December 29, 2018				Year Ended December 30, 2017
	Historical		Pro Forma Combined (Unaudited)		Historical		Pro Forma Combined (Unaudited)
Revenues	$200,352		$205,732		$186,737		$193,956
Operating income	$5,415		$6,333		$280		$1,668
Diluted net income per share	$0.22		$0.26		$0.17		$0.23

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)

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)

		Engineering		Specialty Health Care		Information Technology		Total
Balance as of December 31, 2016		$4,411		$2,398		$5,516		$12,325
Goodwill recorded, RAF acquisition		133		-		-		133
Goodwill recorded, PSR acquisition		2,705		-		-		2,705
Goodwill impairment		-		-		(3,478	)	(3,478	)
Balance as of December 30, 2017		$7,249		$2,398		$2,038		$11,685
Goodwill recorded, TKE acquisition		5,847		-		-		5,847
Balance as of December 29, 2018		$13,096		$2,398		$2,038		$17,532

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)

	December 29, 2018		December 30, 2017
Restricted covenants	$51		$17
Customer relationships	692		88
Total intangible assets	$743		$105

2019	$327
2020	321
2021	95
Total	$743

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)

	Fiscal Years Ended
	December 29, 2018		December 30, 2017
Basic weighted average shares outstanding	12,326,847		11,995,341
Dilutive effect of outstanding restricted share units	30,744		121,860
Weighted average dilutive shares outstanding	12,357,591		12,117,201

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)

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)

	Number of Time-Based Restricted Stock Units		Weighted Average Grant Date Fair Value per Share
Outstanding non-vested at December 30, 2017	87,034		$5.88
Granted	95,372		$4.05
Vested	(29,195	)	$6.85
Forfeited or expired	(5,839	)	$6.85
Outstanding non-vested at December 29, 2018	147,372		$4.33

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)

	Number of Performance-Based Restricted Stock Units (in thousands)		Weighted Average Grant Date Fair Value per Share
Outstanding non-vested at December 30, 2017	400		$5.11
Granted	240		$5.33
Vested	-		-
Forfeited or expired	(440	)	$5.29
Outstanding non-vested at December 29, 2018	200		$5.06

	Number of Restricted Stock Units (in thousands)		Weighted Average Grant Date Fair Value per Share
Outstanding non-vested at December 31, 2016	398		$6.34
Granted – time-based vesting	87		$5.88
Granted – performance-based vesting	200		$4.85
Vested	(198	)	$7.33
Forfeited or expired	-		-
Outstanding non-vested at December 30, 2017	487		$5.24
Granted – time-based vesting	95		$4.05
Granted – performance-based vesting	240		$5.33
Vested	(29	)	$6.85
Forfeited or expired	(446	)	$5.32
Outstanding non-vested at December 29, 2018	347		$4.74

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)

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)

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)

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	961		383		98		-		1,442
Amortization of acquired intangible assets	125		-		-		-		125
Severance, professional fees, office closures and other charges	-		-		-		1,571		1,571
Tax credit professional fees	-		-		-		371		371
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)

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
Depreciation and amortization of property and equipment	1,120		386		185		-		1,691
Amortization of acquired intangibles	66		-		-		-		66
Severance, professional fees, office closures and other charges	-		-		-		1,447		1,447
Tax credit professional fees	-		-		-		259		259
Change in contingent consideration	781		-		-		-		781
Goodwill impairment	-		-		3,478		-		3,478
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

		Fiscal Year Ended
		December 29,		December 30,
		2018		2017
Revenues
	United States	$165,965		$152,232
	Canada	27,869		30,084
	Puerto Rico	4,460		4,043
	Serbia	2,058		378
		$200,352		$186,737

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)

		Fiscal Year Ended
		December 29,		December 30,
		2018		2017
Total Assets
	United States	$61,417		$52,595
	Canada	14,230		15,419
	Puerto Rico	1,954		1,891
	Serbia	3,909		3,374
		$81,510		$73,279

	December 29, 2018		December 30, 2017
Federal statutory rate	21.0	%	34.0	%
Tax expense (benefit) on taxable (loss) income at federal statutory rate	$821		($83	)
State and Puerto Rico income taxes, net of Federal income tax benefit	91		(248	)
United States 179D and Canadian R&D tax credits	(341	)	(603	)
Permanent differences	49		458
Worthless stock deduction	-		(2,861	)
Foreign income tax rates	(173	)	(92	)
Impact on net deferred tax assets from changes in
federal tax rate in 2017	-		1,015
2018 adjustments to NOL and repatriation taxes	730		198
Other	16		(39	)
Total income tax (benefit) expense	$1,193		($2,255	)

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)

		Fiscal Years Ended
		December 29, 2018		December 30, 2017
Current
	Federal	($198	)	($471	)
	State and local	51		118
	Foreign	(90	)	237
		(237	)	(116	)
Deferred
	Federal	1,399		(1,841	)
	State	64		(495	)
	Foreign	(33	)	197
		1,430		(2,139	)
Total		$1,193		($2,255	)

	Fiscal Years Ended
	December 29, 2018		December 30, 2017
United States	$3,671		($1,660	)
Foreign Jurisdictions	237		1,415
	$3,908		($245	)

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)

Unrecognized Tax Benefits
Balance as of December 30, 2017	$628
Charges for current year tax positions	-
Reserves for current year tax position	-
Balance as of December 29, 2018	$628

	December 29, 2018		December 30, 2017
Deferred tax assets:
Allowance for doubtful accounts	$388		$235
Federal and state net operating loss carryforward	1,253		2,501
Reserves and accruals	343		435
Other	125		53
Total deferred tax assets	2,109		3,224
Deferred tax liabilities:
Acquisition amortization, net	(403	)	(206	)
Prepaid expense deferral	(600	)	(503	)
Bonus depreciation to be reversed	(381	)	(326	)
Canada deferred tax liability, net	(398	)	(431	)
Total deferred tax liabilities	(1,782	)	(1,466	)
Total deferred tax asset, net	$327		$1,758

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)

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)

Fiscal Years	Amount
2019	$2,485
2020	1,921
2021	1,406
2022	1,108
2023	782
2024	158
Total	$7,860

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)

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 29, 2018
Allowance for doubtful accounts on trade receivables	$967		1,106		(630	)	$1,443
Provision for contingencies for legal matters	$125		-		125		$   -
Fiscal Year Ended December 30, 2017
Allowance for doubtful accounts on trade receivables	$1,402		662		(1,097	)	$967
Provision for contingencies for legal matters	$455		192		(522	)	$125

EXHIBIT 21

EXHIBIT 23.1

EXHIBIT 31.1

Date: March 11, 2019	/s/	Bradley S. Vizi
		Bradley S. Vizi Executive Chairman and President

EXHIBIT 31.2

Date: March 11, 2019	/s/	Kevin D. Miller
		Kevin D. Miller Chief Financial Officer, Treasurer and Secretary

EXHIBIT 32.1

/s/	Bradley S. Vizi
	Bradley S. Vizi Executive Chairman and President March 11, 2019

EXHIBIT 32.2

/s/	Kevin D. Miller
	Kevin D. Miller Chief Financial Officer, Treasurer and Secretary March 11, 2019