Biggest changeMANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Fiscal Year Ended January 1, 2022 Compared to Fiscal Year Ended January 2, 2021 A summary of operating results for the fifty-two week period ended January 1, 2022 and the fifty-three week period ended January 2, 2021 is as follows (in thousands): Fiscal Years Ended January 1, 2022 January 2, 2021 Amount % of Revenue Amount % of Revenue Revenues $ 203,875 100.0 $ 150,409 100.0 Cost of services 150,751 73.9 111,554 74.2 Gross profit 53,124 26.1 38,855 25.8 Selling, general and administrative 42,019 20.6 37,791 25.1 Depreciation and amortization of property and equipment 1,007 0.5 1,065 0.7 Amortization of acquired intangible assets 95 0.1 321 0.2 Write-off of receivables and professional fees incurred related to arbitration - - 8,397 5.6 Impairment of right of use assets and related costs - - 2,231 1.5 Gain on sale of assets (2,420 ) (1.2 ) - - Remeasurement of acquisition-related contingent consideration (1,713 ) (0.8 ) - - Operating costs and expenses 38,988 19.2 49,805 33.1 Operating income (loss) 14,136 6.9 (10,950 ) (7.3 ) Other expense, net 222 0.1 1,107 0.7 Income (loss) before income taxes 13,914 6.8 (12,057 ) (8.0 ) Income tax expense (benefit) 2,925 1.4 (3,188 ) (2.1 ) Net income (loss) $ 10,989 5.4 $ (8,869 ) (5.9 ) The Company follows a 52/53 week fiscal reporting calendar ending on the Saturday closest to December 31.
Biggest changeMANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Fiscal Year Ended December 31, 2022 Compared to Fiscal Year Ended January 1, 2022 A summary of operating results for the fiscal years ended December 31, 2022 and January 1, 2022 is as follows (in thousands): Fiscal Years Ended December 31, 2022 January 1, 2022 Amount % of Revenue Amount % of Revenue Revenue $ 284,680 100.0 $ 203,875 100.0 Cost of services 201,753 70.9 150,751 73.9 Gross profit 82,927 29.1 53,124 26.1 Selling, general and administrative 53,395 18.8 42,019 20.6 Depreciation and amortization of property and equipment 995 0.3 1,007 0.5 Amortization of acquired intangible assets 46 0.0 95 0.1 Gain on sale of assets (219 ) (0.1 ) (2,420 ) (1.2 ) Remeasurement of acquisition-related contingent consideration (88 ) (0.0 ) (1,713 ) (0.8 ) Operating costs and expenses 54,129 19.0 38,988 19.2 Operating income 28,798 10.1 14,136 6.9 Other expense, net 318 0.1 222 0.1 Income before income taxes 28,480 10.0 13,914 6.8 Income tax expense 7,591 2.7 2,925 1.4 Net income $ 20,889 7.3 $ 10,989 5.4 The Company follows a 52/53 week fiscal reporting calendar ending on the Saturday closest to December 31.
Our management believes that these non-GAAP financial measures (“Adjusted operating income (loss)”, “EBITDA”, “Adjusted EBITDA”, “Adjusted net income (loss)”, and “Adjusted diluted net earnings (loss) per share”) are useful information for investors, shareholders and other stakeholders of our company in gauging our results of operations on an ongoing basis and to enhance investors’ overall understanding of our current financial performance and period-to-period comparisons.
Our management believes that these non-GAAP financial measures (“Adjusted operating income”, “EBITDA”, “Adjusted EBITDA”, “Adjusted net income”, and “Adjusted diluted net earnings per share”) are useful information for investors, shareholders and other stakeholders of our company in gauging our results of operations on an ongoing basis and to enhance investors’ overall understanding of our current financial performance and period-to-period comparisons.
The Company paid contingent consideration of $0.5 million in the current period as compared to $0.3 million in the comparable prior year period. 39 ITEM 7.
The Company paid contingent consideration of $0.1 million in the current period as compared to $0.5 million in the comparable prior year period. 39 ITEM 7.
Miller, dated as of February 28, 2014, which set forth the terms and conditions of certain payments to be made by the Company to the executive in the event, while employed by the Company, the executive experiences (a) a termination of employment unrelated to a “Change in Control” (as defined therein) or (b) there occurs a Change in Control and either (i) the executive’s employment is terminated for a reason related to the Change in Control or (ii) in the case of Mr.
Miller, the Company’s Chief Financial Officer (dated as of February 28, 2014, as amended), which set forth the terms and conditions of certain payments to be made by the Company to the executive in the event, while employed by the Company, such executive experiences (a) a termination of employment unrelated to a “Change in Control” (as defined therein) or (b) there occurs a Change in Control and either (i) the executive’s employment is terminated for a reason related to the Change in Control or (ii) in the case of Mr.
We believe these non-GAAP financial measures are performance measures and not liquidity measures. These non-GAAP financial measures should not be considered as an alternative to net income (loss) or operationg income (loss) as indicators of performance.
We believe these non-GAAP financial measures are performance measures and not liquidity measures. These non-GAAP financial measures should not be considered as an alternative to net income or operating income as indicators of performance.
The Company used $9.0 million to repurchase shares of its common stock in the current period as compared to $2.2 million in the comparable prior year period. The Company generated cash of $0.1 million and $0.2 million from sales of shares from its equity plans for the current period and the comparable prior year period, respectively.
The Company used $17.6 million to repurchase shares of its common stock in the current period as compared to $9.0 million in the comparable prior year period. The Company generated cash of $0.4 million and $0.1 million from sales of shares from its equity plans for the current period and the comparable prior year period, respectively.
The ATM Program allows the Company to offer and sell shares of the common stock having an aggregate sales price of up to $ 17.9 million from time to time through the Agent. To date, the Company has not sold any shares under the ATM Program.
The ATM Program allows the Company to offer and sell shares of the common stock having an aggregate sales price of up to $25.0 million from time to time through the Agent. To date, the Company has not sold any shares under the ATM Program.
Since certain expenses are paid before a fiscal year concludes and are amortized over the next fiscal year, prepaid expenses and other current assets generally tend to increase at the end of a fiscal year and decrease during the first half.
Since certain expenses are paid before a fiscal year concludes and are amortized over the next fiscal year, prepaid expenses and other current assets generally tend to increase at the end of a fiscal year and decrease during the first three quarters of the following fiscal year.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Fiscal Year Ended January 1, 2022 Compared to Fiscal Year Ended January 2, 2021 (Continued) Selling, General and Administrative.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Fiscal Year Ended December 31, 2022 Compared to Fiscal Year Ended January 1, 2022 (Continued) Selling, General and Administrative.
However, the Company believes that such matters will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. As of January 1, 2022, the Company has accrued $2.9 million for asserted claims.
However, the Company believes that such matters will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. As of December 31, 2022, the Company has accrued $2.9 million for asserted claims. 41 ITEM 7.
A significant portion of these incentive plan accruals are typically paid at the beginning of one fiscal year, pertaining to the prior fiscal year. The Company’s last major payroll for the fifty-two week period ended January 1, 2022 was paid on December 31, 2021. During fiscal 2020, the Company deferred $3.3 million of employer payroll taxes under the CARES Act.
A significant portion of these incentive plan accruals are typically paid at the beginning of one fiscal year, pertaining to the prior fiscal year. The Company’s last major payroll for the fiscal year ended December 31, 2022 was paid on December 30, 2022. During fiscal 2020, the Company deferred $3.3 million of employer payroll taxes under the CARES Act.
The major components of cash used in or provided by operating activities in the fifty-two week period ended January 1, 2022 and the comparable prior year period are as follows: net loss or income and changes in accounts receivable, the net of transit accounts payable and transit accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and accrued payroll and related costs, and deferred revenue.
The major components of cash used in or provided by operating activities in the fiscal year ended December 31, 2022 and the comparable prior year period are as follows: net income and changes in accounts receivable, the net of transit accounts payable and transit accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and accrued payroll and related costs, and deferred revenue.
Revenue increased $8.5 million in the Engineering segment, $38.0 million in the Specialty Health Care segment and $7.0 million in the Life Sciences and Information Technology segment. See Segment Discussion for further information on revenue changes. Cost of Services and Gross Profit.
Revenue increased $60.9 million in the Specialty Health Care segment, $19.8 million in the Engineering segment and $0.1 million in the Life Sciences and Information Technology segment. See Segment Discussion for further information on revenue changes. Cost of Services and Gross Profit.
Miller, Mr. Miller the executive remains continuously employed with the Company for three months following the Change in Control.
Miller, the executive remains continuously employed with the Company for a period of three months following the Change in Control.
The actual 2021 effective tax rate may vary from the estimate depending on the actual operating income earned in various jurisdictions, the potential availability of tax credits, and the exercise of stock options and vesting of share-based awards.
The actual effective tax rate may vary in future years depending on the actual operating income earned in various jurisdictions, the potential availability of tax credits, and the exercise of stock options and vesting of share-based awards. 33 ITEM 7.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Liquidity and Capital Resources The following table summarizes the major captions from the Company’s Consolidated Statements of Cash Flows ($ in thousands): Fiscal Years Ended January 1, 2022 January 2, 2021 Cash provided by (used in): Operating activities $ 915 $ 25,244 Investing activities $ 6,291 $ (460 ) Financing activities $ (7,554 ) $ (25,632 ) Operating Activities Operating activities provided $0.9 million of cash for the fifty-two week period ended January 1, 2022 as compared to $25.2 million in the comparable prior year period.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Liquidity and Capital Resources The following table summarizes the major captions from the Company’s Consolidated Statements of Cash Flows ($ in thousands): Fiscal Years Ended December 31, 2022 January 1, 2022 Cash provided by (used in): Operating activities $ 28,283 $ 915 Investing activities $ (4,820 ) $ 6,291 Financing activities $ (23,127 ) $ (7,554 ) Operating Activities Operating activities provided $28.3 million of cash for the fiscal year ended December 31, 2022 as compared to $0.9 million in the comparable prior year period.
The increase in revenue was comprised of the following: increases in Aerospace revenue of $10.9 million, Industrial Processing revenue of $3.6 million, and Energy Services of $0.9 million, offset by a decrease in revenue from the Canadian Power Systems Group of $6.9 million.
The increase in revenue was comprised of the following: increases in Aerospace revenue of $16.3 million, Industrial Processing revenue of $5.3 million, and Energy Services revenue of $3.1 million, offset by a decrease in revenue of $4.9 million resulting from the sale of the Canadian Power Systems Group.
Revenue from non-school clients for the fifty-two week period ended January 1, 2022 was $43.1 million as compared to $23.2 million for the comparable prior year period. Revenue increases were due to the reopening of Specialty Health Care School clients and unprecedented demand for health care professionals across all types of clients served.
Revenue from non-school clients for the fiscal year ended December 31, 2022 was $45.2 million as compared to $31.9 million for the comparable prior-year period. Revenue increases were due to the reopening of Specialty Health Care school clients and unprecedented demand for health care professionals across all types of clients served.
The Company estimates future contingent payments at January 1, 2022 as follows: Fiscal Year Ending Total December 31, 2022 $ 103 December 30, 2023 600 Estimated future contingent consideration payments $ 703 Estimates of future contingent payments are subject to significant judgment and actual payments may materially differ from estimates.
The Company estimates future contingent payments at December 31, 2022 as follows: Fiscal Years Ending Total December 30, 2023 $ 472 Thereafter 1,970 Estimated future contingent consideration payments $ 2,442 Estimates of future contingent payments are subject to significant judgment and actual payments may materially differ from estimates.
Other expense consists of interest expense, unused line fees and amortized loan costs on the Company’s line of credit, net of interest income, imputed interest on contingent consideration and gains and losses on foreign currency transactions. Other expense, net decreased by $0.9 million as compared to the comparable prior year period.
Other expense (income) consists of interest expense, unused line fees and amortized loan costs on the Company’s line of credit, net of interest income and gains and losses on foreign currency transactions. Other expense (income) increased by $0.1 million as compared to the comparable prior year period, primarily due to a decrease in gains on foreign currency transactions.
Gross profit margin for the fifty-two week period ended January 1, 2022 increased to 25.7% as compared to 22.1% for the comparable prior year period. The increase in gross profit margin was primarily due to more normalized revenue and the high demand for certain services.
Gross profit margin for the fiscal year ended December 31, 2022 increased to 30.0% as compared to 25.7% for the comparable prior-year period. The increase in gross profit margin was primarily due to more normalized revenue and the high demand for certain services.
Prepaid expenses and other current assets provided cash of $1.8 million for the fifty-two week period ended January 1, 2022 as compared to using $0.2 million of cash for the comparable prior year period. The Company attributes changes to prepaid expenses and other current assets, if any, to general timing of payments in the normal course of business.
Prepaid expenses and other current assets used cash of $2.4 million for the fiscal year ended December 31, 2022 as compared to providing $1.8 million of cash for the comparable prior year period. The Company attributes changes to prepaid expenses and other current assets, if any, to general timing of payments in the normal course of business.
These two offices were often referred to as Canada Power Systems and principally provided engineering services to two major nuclear power providers in Canada. The two Canada Power Systems offices were part of a reporting unit within the Company’s Engineering segment. The Company recorded a net gain on the sale of these assets and liabilities of $2.4 million.
These two offices were often referred to as Canada Power Systems and principally provided engineering services to two major nuclear power providers in Canada. The two Canada Power Systems offices were part of a reporting unit within the Company’s Engineering segment.
The Engineering segment’s SGA expense of $14.2 million increased by $1.2 million due to investment in new personnel to reposition and generate future growth. The Engineering segment experienced operating income of $5.4 million for the fifty-two week period ended January 1, 2022, as compared to an operating loss of $5.9 million for the comparable prior year period.
The Engineering segment’s SGA expense of $17.3 million increased by $3.1 million due to investment in new personnel to reposition and generate future growth. The Engineering segment experienced operating income of $4.3 million for the fiscal year ended December 31, 2022, as compared to $5.4 million for the comparable prior-year period.
Investing Activities Investing activities provided $6.3 million of cash for the fifty-two week period ended January 1, 2022 and used $0.4 million for the fifty-three week period ended January 2, 2021. Investing activities used $0.6 million for the purchase of property and equipment in the current period as compared to $0.5 million in the prior year comparable period.
Investing Activities Investing activities used $4.8 million of cash for the fiscal year ended December 31, 2022 and provided $6.3 million for the fiscal year ended January 1, 2022. Investing activities used $0.9 million for the purchase of property and equipment in the current period as compared to $0.6 million in the prior year comparable period.
Specialty Health Care experienced operating income of $5.5 million for the fifty-two week period ended January 1, 2022, as compared to an operating loss of $2.6 million for the comparable prior year period. The primary reason for the increase in operating income was the increase to gross profit, offset by an increase in SGA expense.
Specialty Health Care experienced operating income of $19.8 million for the fiscal year ended December 31, 2022, as compared to $5.5 million for the comparable prior-year period. The primary reason for the increase in operating income was the increase to gross profit, offset by an increase in SGA expense.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Liquidity and Capital Resources (Continued) Operating Activities (Continued) Changes in accrued payroll and related costs provided cash of $0.1 million for the fifty-two week period ended January 1, 2022 as compared to providing cash of $4.6 million for the fifty-three week period ended January 2, 2021.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Liquidity and Capital Resources (Continued) Operating Activities (Continued) Changes in accrued payroll and related costs provided negligible cash for the fiscal year ended December 31, 2022 as compared to $0.1 million for the fiscal year ended January 1, 2022.
These alternatives are: (i) LIBOR (London Interbank Offered Rate), plus applicable margin, typically borrowed in fixed 30-day increments or (ii) the agent bank’s prime rate generally borrowed over shorter durations. At the option of Citizens Bank, LIBOR can be replaced with SOFR (Secured Overnight Financing Rate). The LIBOR alternative is being phased out in 2022.
These alternatives are: (i) SOFR (Secured Overnight Financing Rate) (which replaced LIBOR (London Interbank Offered Rate) upon the phasing out of LIBOR), plus applicable margin, typically borrowed in fixed 30-day increments, plus applicable margin, typically borrowed in fixed 30-day increments or (ii) the agent bank’s prime rate generally borrowed over shorter durations.
The Specialty Health Care segment’s gross profit increased by 89.4%, or $11.9 million, to $25.3 million for the fifty-two week period ended January 1, 2022, as compared to $13.4 million for the prior year period. The increase in gross profit was primarily driven by the increase in revenue, but also a higher gross profit margin.
The Specialty Health Care segment’s gross profit increased by 89.2%, or $22.6 million, to $47.9 million for the fiscal year ended December 31, 2022, as compared to $25.3 million for the prior-year period. The increase in gross profit was primarily driven by the increase in revenue, but also a higher gross profit margin.
Cost of services as a percentage of revenue for the fifty-two week period ended January 1, 2022 and the comparable prior year period were 73.9% and 74.2%, respectively. See Segment Discussion for further information regarding changes in cost of services and gross profit. 30 ITEM 7.
Cost of services as a percentage of revenue for the fiscal years ended December 31, 2022 and the comparable prior year period were 70.9% and 73.9%, respectively. See Segment Discussion for further information regarding changes in cost of services and gross profit. 32 ITEM 7.
The following unaudited tables present the Company's GAAP net income and GAAP operating income and the corresponding adjustments used to calculate Adjusted operating income (loss), EBITDA, Adjusted EBITDA, Adjusted net income (loss) and Adjusted diluted net earnings (loss) per share for the fifty-two week period ended January 1, 2022 and the fifty-three week period ended January 2, 2021.
The following unaudited tables present the Company's GAAP net income and GAAP operating income and the corresponding adjustments used to calculate Adjusted operating income, EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted diluted net earnings per share for the fiscal years ended December 31, 2022 and January 1, 2022.
Selling, general and administrative (“SGA”) expenses were $42.0 million for the fifty-two week period ended January 1, 2022 as compared to $37.8 million for the comparable prior year period. As a percentage of revenue, SGA expenses were 20.6% for the fifty-two week period ended January 1, 2022 and 25.1% for the comparable prior year period.
Selling, general and administrative (“SGA”) expenses were $53.4 million for the fiscal year ended December 31, 2022 as compared to $42.0 million for the comparable prior year period. As a percentage of revenue, SGA expenses were 18.8% for the fiscal year ended December 31, 2022 and 20.6% for the comparable prior year period.
The Company made net borrowings under its line of credit of $2.3 million during the fifty-two week period ended January 1, 2022 as compared to net payments of $22.9 million in the comparable prior year period.
The Company made net payments under its line of credit of $5.4 million during the fiscal year ended December 31, 2022 as compared to net borrowings of $2.3 million in the comparable prior year period.
The increase in Aerospace revenue was primarily due to a new outsourcing engagement with one of the Company’s major customers that is anticipated to become a multi-year contract. The increase in Industrial Processing revenue was primarily due to spending increases with several major customers seeking to upgrade their ethanol related production capability.
The increase in Aerospace revenue was primarily due to a new outsourcing engagement with one of the Company’s long-time customers and the Company’s entrance into the burgeoning rocket industry. The increase in Industrial Processing revenue was primarily due to spending increases by several major customers seeking to upgrade their ethanol-related production capability.
Significant employment agreements are as follows: Executive Severance Agreements The Company is a party to Executive Severance Agreements (the “Executive Severance Agreements”) with Mr. Vizi, dated as of June 1, 2018, and Mr.
Significant employment agreements are as follows: Executive Severance Agreements The Company is a party to an Executive Severance Agreement (the “Executive Severance Agreement”) with each of Bradley S. Vizi, the Company's Executive Chairman and President (dated as of June 1, 2018), and Kevin D.
At January 1, 2022 and January 2, 2021, the Company had availability for additional borrowings under the Revolving Credit Facility of $28.9 million and $35.1 million, respectively.
At both December 31, 2022 and January 1, 2022 there were letters of credit outstanding for $1.9 million. At December 31, 2022 and January 1, 2022, the Company had availability for additional borrowings under the Revolving Credit Facility of $34.3 million and $28.9 million, respectively.
The Company believes that it will maintain compliance with its financial covenants for the foreseeable future. Borrowings under the line of credit as of January 1, 2022 and January 2, 2021 were $14.2 million and $11.9 million, respectively. At both January 1, 2022 and January 2, 2021 there were letters of credit outstanding for $1.9 million.
As of December 31, 2022, the Company was in compliance with all covenants contained in the Revolving Credit Facility (as amended). The Company believes that it will maintain compliance with its financial covenants for the foreseeable future. Borrowings under the line of credit as of December 31, 2022 and January 1, 2022 were $8.8 million and $14.2 million, respectively.
The Company believes that it will maintain compliance with its financial covenants for the foreseeable future. Dividends All restricted share awards contain a dividend equivalent provision entitling holders to dividends paid between the restricted stock unit grant date and ultimate share distribution date. As of January 1, 2022, there were no accrued dividends.
Dividends All restricted share awards contain a dividend equivalent provision entitling holders to dividends paid between the restricted stock unit grant date and ultimate share distribution date. As of December 31, 2022, there were no accrued dividends.
This guidance provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the LIBOR and other interbank offered rates to alternative reference rates. The Company may elect to apply the amendments prospectively through December 31, 2022.
This guidance provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the LIBOR and other interbank offered rates to alternative reference rates. In December 2022, the FASB issued ASU No. 2022-06, Deferral of the sunset date of Topic 848.
The current period includes $6.9 million in proceeds for the sale of the Company’s Canadian Power Systems business. Financing Activities Financing activities used $7.6 million of cash for the fifty-two week period ended January 1, 2022 as compared to $25.6 million in the comparable prior year period.
The current year period used $4.2 million for the acquisition of TalentHerder. The prior year period includes $6.9 million in proceeds for the sale of the Company’s Canadian Power Systems business. Financing Activities Financing activities used $23.1 million of cash for the fiscal year ended December 31, 2022 and $7.6 million for the fiscal year ended January 1, 2022.
The Company’s deferred revenue balance as of January 1, 2022 was $3.4 million, as compared to $0.4 million as of January 2, 2021, creating positive cash from operations of $3.0 million for the fifty-two week period ended January 1, 2022.
As a result, the Company’s deferred revenue balance as of December 31, 2022, was $1.1 million, compared to $3.4 million as of January 1, 2022, creating positive cash from operations of $2.3 million for the fiscal year ending December 31, 2022.
The fiscal years ended January 1, 2022 (fiscal 2021) and January 2, 2021 (fiscal 2020) consisted of fifty-two weeks and fifty-three weeks, respectively. Revenue. Revenue increased 35.5%, or $53.5 million, for the fifty-two week period ended January 1, 2022 as compared to the fifty-three week period ended January 2, 2021 (the “comparable prior year period”).
The fiscal years ended December 31, 2022 (fiscal 2022) and January 1, 2022 (fiscal 2021) consisted of fifty-two weeks each. Revenue. Revenue increased 39.6%, or $80.8 million, for the fiscal year ended December 31, 2022 as compared to January 1, 2022 (the “comparable prior year period”).
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Liquidity and Capital Resources (Continued) Current Liquidity and Revolving Credit Facility Liquidity is a measure of our ability to meet potential cash requirements, maintain our assets, fund our operations, and meet the other general cash needs of our business.
Current Liquidity and Revolving Credit Facility Liquidity is a measure of our ability to meet potential cash requirements, maintain our assets, fund our operations, and meet the other general cash needs of our business. Our liquidity is impacted by general economic, financial, competitive, and other factors beyond our control.
The increase in revenue was driven by both the Company’s school and non-school clients. Revenue from school clients for the fifty-two week period ended January 1, 2022 was $55.4 million as compared to $37.3 million for the comparable prior year period.
The increase in revenue was driven by both the Company’s school and non-school clients. Revenue from school clients for the fiscal year ended December 31, 2022 was $114.2 million as compared to $66.6 million for the comparable prior-year period.
The Company attributes the gross profit margin increase to higher revenue from its Life Sciences practice and a concerted effort to increase gross profit margin through its managed service offerings. SGA expense decreased by $0.9 million to $8.3 million, as compared to $9.2 million in the comparable prior year period.
The Life Sciences and Information Technology gross profit margin for the fiscal year ended December 31, 2022 was 33.9% as compared to 30.0% for the comparable prior-year period. The Company attributes the gross profit margin increase to higher revenue from its Life Sciences practice and a concerted effort to increase gross profit margin through its managed service offerings.
Our liquidity is impacted by general economic, financial, competitive, and other factors beyond our control. Our liquidity requirements consist primarily of funds necessary to pay our expenses, principally labor-costs, and other related expenditures. We generally satisfy our liquidity needs through cash provided by operations and, when necessary, our revolving line of credit from Citizens Bank.
Our liquidity requirements consist primarily of funds necessary to pay our expenses, principally labor-costs, and other related expenditures. We generally satisfy our liquidity needs through cash provided by operations and, when necessary, our revolving line of credit from Citizens Bank. The Company believes it has a great deal of flexibility to reduce its costs if it becomes necessary.
SGA expense increased by $3.9 million to $19.5 million, as compared to $15.6 million in the comparable prior year period. The increase in SGA expense was primarily due to replacing our workforce that was furloughed in the prior year and hiring new employees to help meet increased demand. 33 ITEM 7.
SGA expense increased by $8.2 million to $27.7 million, as compared to $19.5 million in the comparable prior-year period. The increase in SGA expense was primarily due to increasing our workforce to help meet increased demand.
The Revolving Credit Facility also contains various financial and non-financial covenants, such as a covenant that restricts on the Company’s ability to borrow in order to pay dividends. As of January 1, 2022, the Company was in compliance with all covenants contained in the Revolving Credit Facility (as amended).
All borrowings under the Revolving Credit Facility are collateralized by all of the assets of the Company and its subsidiaries and a pledge of the stock of its subsidiaries. The Revolving Credit Facility also contains various financial and non-financial covenants, such as a covenant that restricts the Company’s ability to borrow in order to pay dividends.
Cost of services increased 35.1%, or $39.2 million, for the fifty-two week period ended January 1, 2022 as compared to the comparable prior year period. Cost of services increased primarily due to the increase in revenue.
Cost of services increased 33.8%, or $51.0 million, for the fiscal year ended December 31, 2022 as compared to the comparable prior year period. Cost of services increased primarily due to the increase in revenue.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Liquidity and Capital Resources (Continued) Future Contingent Payments As of January 1, 2022, the Company had two active acquisition agreements whereby additional contingent consideration may be earned by the former shareholders: 1) effective October 1, 2017, the Company acquired all of the stock of PSR Engineering Solutions d.o.o.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Liquidity and Capital Resources (Continued) Future Contingent Payments As of December 31, 2022, the Company had two active acquisition agreements whereby additional contingent consideration may be earned by the sellers: 1) effective September 30, 2018, the Company acquired certain assets of Thermal Kinetics Engineering, PLLC and Thermal Kinetics Systems, LLC (together, “TKE”), and 2) effective October 2, 2022, the Company acquired certain assets of TalentHerder LLC.
The net of transit accounts payable and transit accounts receivable was a net payable of $1.1 million as of January 1, 2022 as compared to a net payable of $2.4 million as of January 2, 2021, using $1.3 million of cash during the fifty-two week period ended January 1, 2022.
The net of transit accounts payable and transit accounts receivable was a net payable of $6.5 million as of December 31, 2022 as compared to a net payable of $1.1 million as of January 1, 2022, providing $5.4 million of cash during the fiscal year ended December 31, 2022.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Supplemental Operating Results on a Non-GAAP Basis (Continued) Fifty-Two Week Period Ended January 1, 2022 Fifty-Three Week Period Ended January 2, 2021 GAAP net income (loss) $ 10,989 $ (8,869 ) Adjustments Write-off of receivables and professional fees incurred related to arbitration - 8,397 Impairment of right of use assets and related costs - 2,231 Gain on sale of assets (2,420 ) - Remeasurement of acquisition related contingent consideration (1,713 ) - Tax impact from normalized rate (237 ) (2,795 ) Adjusted net income (loss) (non-GAAP) $ 7,093 $ (1,036 ) GAAP diluted net earnings (loss) per share $ 0.95 $ (0.73 ) Adjustments Write-off of receivables and professional fees incurred related to arbitration - $ 0.69 Impairment of right of use assets and related costs - $ 0.18 Gain on sale of assets $ (0.21 ) - Remeasurement of acquisition related contingent consideration $ (0.15 ) - Tax impact from normalized rate $ 0.02 $ (0.23 ) Adjusted diluted net earnings (loss) per share (non-GAAP) $ 0.61 $ (0.09 ) 37 ITEM 7.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Supplemental Operating Results on a Non-GAAP Basis (Continued) Fiscal Years Ended December 31, 2022 January 1, 2022 GAAP net income $ 20,884 $ 10,989 Adjustments Gain on sale of assets (219 ) (2,420 ) Remeasurement of acquisition related contingent consideration (88 ) (1,713 ) Tax impact from normalized rate 83 (237 ) Adjusted net income (non-GAAP) $ 20,660 $ 7,093 GAAP diluted net earnings per share $ 2.00 $ 0.95 Adjustments Gain on sale of assets $ (0.02 ) $ (0.21 ) Remeasurement of acquisition related contingent consideration $ (0.01 ) $ (0.15 ) Tax impact from normalized rate $ 0.01 $ 0.02 Adjusted diluted net earnings per share (non-GAAP) $ 1.98 $ 0.61 37 ITEM 7.
The decrease in accounts receivable for the fifty-three week period ended January 2, 2021 was primarily due to the prolonged impact from COVI-19 in fiscal 2020. While highly variable, the Company’s transit accounts payable typically exceeds the Company’s transit accounts receivable, but absolute amounts and differences fluctuate significantly from quarter to quarter in the normal course of business.
While highly variable, the Company’s transit accounts payable typically exceeds the Company’s transit accounts receivable, but absolute amounts and differences fluctuate significantly from quarter to quarter in the normal course of business.
Life Sciences and Information Technology Life Sciences and Information Technology revenue of $39.2 million for the fifty-two week period ended January 1, 2022 increased 21.7%, or $7.0 million, as compared to $32.2 million for the comparable prior year period. The increase in Life Sciences and Information Technology revenue was primarily driven by the Company’s Life Sciences practice.
Life Sciences and Information Technology Life Sciences and Information Technology revenue of $39.3 million for the fiscal year ended December 31, 2022 increased by $0.1 million, as compared to $39.2 million for the comparable prior-year period.
An increase in accounts receivables in the fifty-two week period ended January 1, 2022, used $14.7 million of cash as compared to providing $15.9 million in the comparable prior year period.
For the fiscal year ended December 31, 2022, the Company experienced net income of $20.9 million as compared to $11.0 million for the comparable prior year period. An increase in accounts receivables in the fiscal year ended December 31, 2022, used $1.5 million of cash as compared to $14.7 million in the comparable prior year period.
The Company utilizes SAP software for its financial reporting and accounting system which was implemented in 1999 and has not undergone significant upgrades since its initial implementation. The Company plans to upgrade its current system during fiscal 2022. The Company estimates this upgrade or replacement of its financial reporting and accounting system will cost between $0.5 million and $1.0 million.
The Company utilizes SAP software for its financial reporting and accounting system which was implemented in 1999 and has not undergone significant upgrades since its initial implementation. The Company is currently implementing an upgrade of its current system and expects to go live in 2024.
The Company experiences volatility in its daily cash flow and, at times, relies on the revolving line of credit to provide daily liquidity for the Company’s financial operations. As of January 1, 2022, the Company was in compliance with all financial covenants contained in the Revolving Credit Facility.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Liquidity and Capital Resources (Continued) Current Liquidity and Revolving Credit Facility (Continued) The Company experiences volatility in its daily cash flow and, at times, relies on the revolving line of credit to provide daily liquidity for the Company’s financial operations.
These estimates are subject to material change. The Company’s current commitments consist primarily of lease obligations for office space. The Company believes that its capital resources are sufficient to meet its present obligations and those to be incurred in the normal course of business for at least the next 12 months.
The Company believes that its capital resources are sufficient to meet its present obligations and those to be incurred in the normal course of business for at least the next 12 months. The Company leases office facilities and various equipment under non-cancelable leases expiring at various dates through November 2027.
During the second half of fiscal 2021, the Company’ Industrial Processing group secured several contracts with significant front-loaded payments, thereby generating larger deferred revenue balances than typically generated.
Half of these deferred payroll taxes were paid in fiscal December 2021 and the remaining portion was paid in fiscal December 2022. Historically, the Company has experienced small deferred revenue balances. In fiscal 2022 and 2021, the Company’s Industrial Processing group secured several contracts with significant front-loaded payments, thereby generating larger deferred revenue balances than typically generated.
Fifty-Two Week Period Ended January 1, 2022 Fifty-Three Week Period Ended January 2, 2021 GAAP operating income (loss) $ 14,136 $ (10,950 ) Adjustments Write-off of receivables and professional fees incurred related to arbitration - 8,397 Impairment of right of use assets and related costs - 2,231 Gain on sale of assets (2,420 ) - Remeasurement of acquisition related contingent consideration (1,713 ) - Adjusted operating income (loss) (non-GAAP) $ 10,003 $ (322 ) GAAP net income (loss) $ 10,989 $ (8,869 ) Income tax expense (benefit) 2,925 (3,188 ) Interest expense, net 365 778 Change in fair value of contingent consideration 52 145 Depreciation of property and equipment 1,007 1,065 Amortization of acquired intangible assets 95 321 EBITDA (non-GAAP) $ 15,433 $ (9,748 ) Adjustments Write-off of receivables and professional fees incurred related to arbitration - 8,397 Impairment of right of use assets and related costs - 2,231 Gain on sale of assets (2,420 ) - Remeasurement of acquisition related contingent consideration (1,713 ) - Loss (gain) on foreign currency transactions (195 ) 184 Adjusted EBITDA (non-GAAP) $ 11,105 $ 1,064 36 ITEM 7.
Fiscal Years Ended December 31, 2022 January 1, 2022 GAAP operating income $ 28,798 $ 14,136 Adjustments Gain on sale of assets (219 ) (2,420 ) Remeasurement of acquisition related contingent consideration (88 ) (1,713 ) Adjusted operating income (non-GAAP) $ 28,491 $ 10,003 GAAP net income $ 20,884 $ 10,989 Income tax expense 7,591 2,925 Interest expense, net 370 365 Change in fair value of contingent consideration - 52 Depreciation of property and equipment 995 1,007 Amortization of acquired intangible assets 46 95 EBITDA (non-GAAP) $ 29,886 $ 15,433 Adjustments Gain on sale of assets (219 ) (2,420 ) Remeasurement of acquisition related contingent consideration (88 ) (1,713 ) Loss (gain) on foreign currency transactions (52 ) (195 ) Adjusted EBITDA (non-GAAP) $ 29,527 $ 11,105 36 ITEM 7.
An increase in accounts payable and accrued expenses provided cash of $1.5 million for the fifty-two week period ended January 1, 2022 as compared to $1.6 million for the comparable prior year period.
An increase in accounts payable and accrued expenses provided cash of $4.9 million for the fiscal year ended December 31, 2022 as compared to $1.5 million for the comparable prior year period. The Company attributes these changes to typical fluctuations in the normal course of business. 38 ITEM 7.
The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures.
This update defers the sunset date from December 31, 2022 to December 31, 2024. The Company may elect to apply the amendments prospectively through December 31, 2024. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures.
Remeasurement of acquisition related contingent consideration. The Company adjusted the forecasted contingent consideration for active acquisition agreements, which created a discreet gain of $1.7 million . Other Expense.
Remeasurement of acquisition related contingent consideration. During both periods presented, the Company adjusted the forecasted contingent consideration for active acquisition agreements, which created discreet gains of $0.1 million for the fiscal year ended December 31, 2022 and $1.7 million for the comparable prior year period . Other Expense (Income).
The consolidated effective income tax rate for the current period was 21.0% as compared to 26.4% for the comparable prior year period. The relative income or loss generated in each jurisdiction can materially impact the overall effective income tax rate of the Company, particularly the ratio of Canadian and Serbian pretax income versus U.S. pretax income.
The Company’s tax rates for fiscal 2022 are 27.0% for the United States, 23.3% for Canada, and 16.8% for Serbia. The relative income or loss generated in each jurisdiction can materially impact the overall effective income tax rate of the Company, particularly the ratio of Canadian and Serbian pretax income versus U.S. pretax income.
Income Tax Expense (Benefit) . The Company recognized $2.9 million of income tax expense for the fifty-two week period ended January 1, 2022, as compared to an income tax benefit of $3.2 million for the comparable prior year period.
Income Tax Expense . The Company recognized $7.6 million of income tax expense for the fiscal year ended December 31, 2022, as compared to $2.9 million for the comparable prior-year period. The consolidated effective income tax rate for the current period was 26.7% as compared to 21.0% for the comparable prior-year period.
No assurance can be given as to the Company’s future acquisition and expansion opportunities or how such opportunities will be financed. 41 ITEM 7.
No assurance can be given as to the Company’s future acquisition and expansion opportunities or how such opportunities will be financed. The Company is exposed to various asserted claims as of December 31, 2022, where the Company believes it has a probability of loss.
The decrease in SGA expense was a driven by a concerted effort to reduce SGA expense after the uncertainty around the COVID-19 crisis. The Life Sciences and Information Technology segment experienced operating income of $3.4 million as compared to an operating loss of $0.2 million for the comparable prior year period.
SGA expense increased to $8.5 million as compared to $8.3 million in the comparable prior-year period. The Life Sciences and Information Technology segment experienced operating income of $4.7 million as compared to $3.3 million for the comparable prior-year period. The increase in operating income was primarily due to the increase in gross profit. 35 ITEM 7.
The effective income tax rate can also be impacted by discrete permanent differences affecting any period presented. 31 ITEM 7.
The effective income tax rate can also be impacted by discrete permanent differences affecting any period presented. The Company considers its 2021 effective income tax rate to be abnormally low, due mainly to permanent differences detailed in footnote 15 in the Company’s financial statements.
The Company cannot reasonably forecast if it will experience similar deferred revenue balances over the next several quarters as the timing of contract wins and front-loaded payments is typically haphazard.
While the Company expects to receive future upfront payments from its Industrial Processing clients, the Company cannot reasonably forecast deferred revenue balances as the timing of contract wins and front-loaded payments are typically haphazard.
In addition, the Company wrote off a total of $0.3 million in other office lease costs and for obsolete equipment. There were no such charges in fiscal 2021. Gain on sale of assets. On July 30, 2021, the Company sold the principal assets and certain liabilities of its Pickering and Kincardine offices, located in Ontario, Canada.
See Segment Discussion for further information on SGA expense changes. Gain on sale of assets. On July 30, 2021, the Company sold the principal assets and certain liabilities of its Pickering and Kincardine offices, located in Ontario, Canada.
The Company primarily attributes this increase in accounts receivables for the fifty-two week period ended January 1, 2022 to the increase in revenue for the fifty-two week period ended January 1, 2022, primarily generated during the Company’s fiscal fourth quarter.
The Company primarily attributes this increase in accounts receivables for the fiscal year ended December 31, 2022 to the increase in revenue for the fiscal fourth quarter 2022 to $70.2 million as compared to $64.9 million for fiscal fourth quarter 2021.
During the fifty-two week period ended January 1, 2022, the Company measured the intangibles acquired at fair value on a non-recurring basis. Contingent consideration related to acquisitions is recorded at fair value (level 3) with changes in fair value recorded in other (expense) income, net.
The Company estimates future contingent consideration payments based on forecasted performance and recorded the fair value of those expected payments as of December 31, 2022. Contingent consideration related to acquisitions is recorded at fair value (level 3) with changes in fair value recorded in other (expense) income, net.
Maturities of lease liabilities are as follows: Fiscal Year Operating Leases Finance Leases 2022 $ 1,579 $ 446 2023 1,097 337 2024 396 168 2025 133 - Thereafter 50 - Total lease payments $ 3,255 $ 951 Less: imputed interest (122 ) (12 ) Total $ 3,133 $ 939 42 ITEM 7.
Maturities of lease liabilities are as follows: Fiscal Year Operating Leases Finance Leases 2023 $ 1,460 $ 467 2024 754 233 2025 493 - 2026 409 - 2027 302 - Thereafter 1,455 - Total lease payments 4,873 700 Less: imputed interest (592 ) (6 ) Total $ 4,281 $ 694 42 ITEM 7.
The increase in gross profit was primarily due to the increase in revenue, as well as an increase in gross profit margin. The Life Sciences and Information Technology gross profit margin for the fifty-two week period ended January 1, 2022 was 30.0% as compared to 27.9% for the comparable prior year period.
Gross profit of $13.3 million for the fiscal year ended December 31, 2022 increased 13.3%, or $1.6 million, as compared to $11.7 million for the comparable prior-year period. The increase in gross profit was primarily due to an increase in gross profit margin.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Liquidity and Capital Resources (Continued) Commitments and Contingencies (Continued) The Company is exposed to various asserted claims as of January 1, 2022, where the Company believes it has a probability of loss.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Liquidity and Capital Resources (Continued) Commitments and Contingencies (Continued) In April 2022, a client of the Company’s Industrial Processing Group alleged that a system partially designed by the Company is not operating as intended and that the Company is responsible.
Segment Discussion Engineering Engineering revenues of $66.2 million for the fifty-two week period ended January 1, 2022 increased 14.7%, or $8.5 million, compared to the comparable prior year period.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Fiscal Year Ended December 31, 2022 Compared to Fiscal Year Ended January 1, 2022 (Continued) Segment Discussion (Continued) Engineering Engineering revenue of $85.9 million for the fiscal year ended December 31, 2022 increased 29.9%, or $19.8 million, compared to the comparable prior-year period.
The reason for improved operating income was primarily due to three discrete differences between the current and comparable prior years periods: 1) the gain on sale of assets associated with selling the Canadian Power Systems business (see paragraph below) of $2.4 million in the current period; 2) the remeasurement of acquisition-related contingent consideration; and 3) the $8.4 million write-off of receivables and professional fees incurred related to a discrete arbitration in the comparable prior year prior.
The decrease in operating income was due to the decrease in discrete gains in the current period. Gain on sale of assets and remeasurement of acquisition-related contingent consideration increased operating income by $0.3 million in the current fiscal year as compared to increasing operating income by $4.1 million in the comparable prior fiscal year.
The effective weighted average interest rate, including unused line fees, for the fifty-two week period ended January 1, 2022 was 2.0%. All borrowings under the Revolving Credit Facility are collateralized by all of the assets of the Company and its subsidiaries and a pledge of the stock of its subsidiaries.
The Company also pays unused line fees based on the amount of the Revolving Credit Facility that is not drawn. Unused line fees are recorded as interest expense. The effective weighted average interest rate, including unused line fees, for the fiscal years ended December 31, 2022 and January 1, 2022 were 2.2% and 2.0%, respectively.
Gross profit margin of 24.3% for the current period decreased from 28.6% for the comparable prior year period.
Gross profit increased by 35.2%, or $5.7 million, as compared to the comparable prior-year period. Gross profit increased because of the increase in revenue and an increase in gross profit margin. Gross profit margin of 25.3% for the current period increased from 24.3% for the comparable prior-year period.
The Company’s liquidity and capital resources as of January 1, 2022, included accounts receivable and total current asset balances of $48.3 million and $51.8 million, respectively. Current liabilities were $30.1 million as of January 1, 2022 and were exceeded by total current assets by $21.7 million.
The Company believes that it can satisfy its liquidity needs for at least the next twelve months. The Company’s liquidity and capital resources as of December 31, 2022, included accounts receivable and total current asset balances of $50.8 million and $59.0 million, respectively.