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RCM TECHNOLOGIES, INC.

For the period ended Jun 28, 2025. Filed Aug 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 28, 2025 · Filed Aug 7, 2025

RCMT$32.05+0.7%Stored close · as of Nov 6, 2026
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Item 1. Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of June 28, 2025 (Unaudited) and December 28, 20244
Unaudited Condensed Consolidated Statements of Operations for the Thirteen and Twenty-Six Weeks Ended June 28, 2025 and June 29, 20245
Unaudited Condensed Consolidated Statements of Comprehensive Income for the Twenty-Six Weeks Ended June 28, 2025 and June 29, 20246
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Twenty-Six Weeks Ended June 28, 2025 and June 29, 20247
Unaudited Condensed Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended June 28, 2025 and June 29, 20248
Notes to Unaudited Condensed Consolidated Financial Statements9
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations29
Item 3.Quantitative and Qualitative Disclosures About Market Risk46
Item 4.Controls and Procedures46
PART II - OTHER INFORMATION
Item 1.Legal Proceedings47
Item 1A.Risk Factors47
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds47
Item 3.Defaults Upon Senior Securities47
Item 4.Mine Safety Disclosures47
Item 5.Other Information47
Item 6.Exhibits48
Signatures49

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This report and documents incorporated by reference into it may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are not historical facts but rather are based on current expectations, estimates and projections about our business and industry, and our beliefs and assumptions. Words such as “believes,” “anticipates,” “plans,” “expects,” “will,” “goal,” and similar expressions are intended to identify forward-looking statement. The inclusion of forward-looking statements should not be regarded as a representation by us that any of our plans will be achieved. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking information is also subject to various risks and uncertainties. Such risks and uncertainties include, but are not limited to, risks arising from our having a significant portion of our condensed consolidated revenues contributed by a concentrated group of customers; credit and collection risks; our claim experience related to workers’ compensation and general liability insurance; the effects of changes in, or interpretations of laws and regulations governing, the healthcare industry, our workforce and the services that we provide, including state and local regulations pertaining to the taxability of our services and other labor-related matters such a minimum wage increases; the Company’s expectations with respect to selling, general, and administrative expense; and the risk factors described in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 28, 2024 and Part II, Item 1A “Risk Factors” of subsequent Quarterly Reports on Form 10-Q, including this Form 10-Q.

ITEM 1.CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

June 28, 2025 and December 28, 2024

(In thousands, except share amounts)

June 28,December 28,
20252024
(Unaudited)
Current assets:
Cash and cash equivalents$5,472$4,729
Accounts receivable and contract assets, net of provision for credit losses of $1,541 at June 28, 2025 and $1,570 at December 28, 202483,74977,960
Transit accounts receivable7,5007,315
Prepaid expenses and other current assets3,9887,034
Total current assets100,70997,038
Property and equipment, net7,4337,368
Other assets:
Deposits259230
Deferred tax assets, foreign135120
Goodwill22,14722,147
Operating right of use asset4,9035,174
Total other assets27,44427,671
Total assets$135,586$132,077
Current liabilities:
Accounts payable and accrued expenses$9,762$13,369
Transit accounts payable22,38523,870
Accrued payroll and related costs10,3699,929
Finance lease payable715698
Income taxes payable788346
Operating lease liability1,1161,046
Contingent consideration from acquisitions212212
Deferred revenue9,1434,163
Total current liabilities54,49053,633
Deferred income taxes, net, domestic4,5264,526
Finance lease payable, net of current position7501,112
Operating lease liability, net of current position4,0194,355
Borrowings under line of credit34,01534,967
Total liabilities97,80098,593
Contingencies (note 15)
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;
17,928,284 shares issued and 7,390,385 shares outstanding at June 28, 2025 and 17,838,372 shares issued and 7,602,113 shares outstanding at December 28, 2024896890
Additional paid-in capital120,088118,845
Accumulated other comprehensive loss(2,723)(2,920)
Retained earnings (accumulated deficit)2,033(5,938)
Treasury stock, 10,537,899 shares at June 28, 2025 and
10,236,259 shares at December 28, 2024(82,508)(77,393)
Total stockholders’ equity37,78633,484
Total liabilities and stockholders’ equity$135,586$132,077

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Thirteen and Twenty-Six Weeks Ended June 28, 2025 and June 29, 2024 (Unaudited) (In thousands, except per share amounts)

Thirteen Weeks EndedTwenty-Six Weeks Ended
June 28, 2025June 29, 2024June 28, 2025June 29, 2024
Revenue$78,166$69,164$162,639$141,103
Cost of services55,88949,163118,384100,735
Gross profit22,27720,00144,25540,368
Operating costs and expenses
Selling, general and administrative15,27513,54530,24627,744
Depreciation and amortization of property and equipment401332825619
Amortization of acquired intangible assets-46-91
Potential stock issuance and financial transactions-259-259
Operating costs and expenses15,67614,18231,07128,713
Operating income6,6015,81913,18411,655
Other expense (income)
Interest expense and other, net6505811,3011,059
Loss (gain) on foreign currency transactions279(7)326(59)
Other expense, net9295741,6271,000
Income before income taxes5,6725,24511,55710,655
Income tax expense1,8871,4833,5862,941
Net income$3,785$3,762$7,971$7,714
Basic net earnings per share$0.51$0.48$1.06$0.98
Diluted net earnings per share$0.50$0.47$1.04$0.95

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Twenty-Six Weeks Ended June 28, 2025 and June 29, 2024 (Unaudited) (In thousands)

Twenty-Six Weeks Ended
June 28, 2025June 29, 2024
Net income$7,971$7,714
Other comprehensive income (loss)197(95)
Comprehensive income$8,168$7,619

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Twenty-Six Weeks Ended June 28, 2025 and June 29, 2024 (Unaudited) (In thousands, except share amounts)

Common Stock · Additional Paid-in Capital · Accumulated Other Comprehensive Loss · (Accumulated Deficit) Retained Earnings · Treasury Stock · Total
Issued Shares · Amount · Shares · Amount
Balance, December 28, 202417,838,372$890$118,845$(2,920)$(5,938)10,236,259$(77,393)$33,484
Issuance of stock under employee stock purchase plan18,1921280----281
Equity compensation expense from awards issued--773----773
Purchase of treasury stock-----183,432(3,188)(3,188)
Issuance of stock upon vesting of restricted share awards116,4016(6)-----
Retirement of common shares withheld for taxes on equity compensation(44,681)(2)(936)----(938)
Foreign currency translation adjustment---2---2
Net income----4,186--4,186
Balance, March 29, 202517,928,284$895$118,956$(2,918)$(1,752)10,419,691$(80,581)$34,600
Equity compensation expense from awards issued--1,133----1,133
Purchase of treasury stock-----118,208(1,927)(1,927)
Issuance of stock upon vesting of restricted share awards-1(1)-----
Foreign currency translation adjustment---195---195
Net income----3,785--3,785
Balance, June 28, 202517,928,284$896$120,088$(2,723)$2,03310,537,899$(82,508)$37,786
Common Stock · Additional Paid-in Capital · Accumulated Other Comprehensive Loss · Accumulated Deficit · Treasury Stock · Total
Issued Shares · Amount · Shares · Amount
Balance, December 30, 202317,673,427$882$116,579$(2,813)$(19,265)9,828,606$(69,593)$25,790
Issuance of stock under employee stock purchase plan22,7891363----364
Equity compensation expense from awards issued--635----635
Issuance of stock upon vesting of restricted share awards124,0446(6)-----
Retirement of common shares withheld for taxes on equity compensation(44,567)(2)(1,315)----(1,317)
Foreign currency translation adjustment---(27)---(27)
Net income----3,952--3,952
Balance, March 30, 202417,775,693$887$116,256$(2,840)$(15,313)9,828,606$(69,593)$29,397
Equity compensation expense from awards issued--752----752
Purchase of treasury stock-----280,378(5,391)(5,391)
Foreign currency translation adjustment---(68)---(68)
Net income----3,762--3,762
Balance, June 29, 202417,775,693$887$117,008$(2,908)$(11,551)10,108,984$(74,984)$28,452

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Twenty-Six Weeks Ended June 28, 2025 and June 29, 2024 (Unaudited) (In thousands)

Twenty-Six Weeks Ended
June 28, 2025June 29, 2024
Cash flows from operating activities:
Net income$7,971$7,714
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization825710
Equity compensation expense from awards issued1,9061,387
Deferred income tax expense(15)97
Change in operating right of use assets539498
Changes in operating assets and liabilities:
Accounts receivable and contract assets(5,764)3,826
Prepaid expenses and other current assets3,040(796)
Net of transit accounts receivable and payable(1,671)(746)
Accounts payable and accrued expenses(3,381)685
Accrued payroll and related costs429(1,486)
Operating lease liabilities(535)(458)
Income taxes payable430(187)
Deferred revenue5,037797
Deposits(29)110
Total adjustments and changes in operating assets and liabilities8114,437
Net cash provided by operating activities8,78212,151
Cash flows from investing activities:
Property and equipment acquired(900)(1,067)
Net cash used in investing activities(900)(1,067)
Cash flows from financing activities:
Net borrowings under line of credit(951)(6,934)
Issuance of stock for employee stock purchase plan281364
Payment of taxes on restricted share awards(938)(1,317)
Changes in finance lease obligations(369)(232)
Purchase of treasury stock(5,115)(5,391)
Net cash used in financing activities(7,092)(13,510)
Effect of exchange rate changes on cash and cash equivalents(47)(378)
Increase (decrease) in cash and cash equivalents743(2,804)
Cash and cash equivalents at beginning of period4,7296,284
Cash and cash equivalents at end of period$5,472$3,480
Supplemental cash flow information:
Cash paid for:
Interest$1,367$995
Income taxes$1,406$3,508
Non-cash financing activities:
Right of use assets in exchange for lease obligations$268$3,264

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

1.Basis of Presentation

The accompanying condensed consolidated interim financial statements of RCM Technologies, Inc. and subsidiaries (“RCM” or the “Company”) are unaudited. The year-end consolidated balance sheet was derived from the Company’s audited statements but doesnot include all disclosures required by accounting principles generally accepted in the United States. These statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission pertaining to reports on Form10-Q and should be read in conjunction with the Company’s consolidated financial statements and the notes thereto for the year ended* December 28, 2024included in the Company’s Annual Report Form10*-K for such period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.

The condensed consolidated financial statements for the unaudited interim periods presented include all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of financial position, results of operations and cash flows for such interim periods.

Results for thethirteen andtwenty-six weeks ended* June 28, 2025and June 29, 2024arenot* necessarily indicative of results that* may*be expected for the full year or any future period.

Fiscal Year

The Company follows a52/53 week fiscal reporting calendar ending on the Saturday closest to* December 31.The current fiscal year ending January 3, 2026 (fiscal2025*) is a53-week reporting year and the prior fiscal year ended* December 28, 2024 (fiscal2024*) was52-week reporting year. The fiscal quarters for fiscal2025 and fiscal2024 align as follows:

Fiscal 2025 QuartersWeeksFiscal 2024 QuartersWeeks
March 29, 2025ThirteenMarch 30, 2024Thirteen
June 28, 2025ThirteenJune 29, 2024Thirteen
September 27, 2025ThirteenSeptember 28, 2024Thirteen
January 3, 2026FourteenDecember 28, 2024Thirteen

Reclassification

Certain prior year amounts have been reclassified to conform with the current year presentation. These classifications hadno effect on the previously reported results of operations.

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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

2.Use of Estimates and Uncertainties

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

The Company uses estimates to determine a provision for credit losses on its accounts receivable, contingent consideration, litigation, medical claims, vacation, goodwill impairment, if any, equity compensation, the tax rate applied and the valuation of certain assets and liability accounts. In addition, the Company reviews its estimated costs to complete a contract and adjusts those costs when necessary. These estimates can be significant to the operating results and financial position of the Company. The estimates are based upon various factors including current and historical trends, as well as other pertinent industry and regulatory authority information. Management regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes.

The Company has risk participation arrangements with respect to workers compensation and healthcare insurance. The amounts included in the Company’s costs related to this risk participation are estimated and can vary based on changes in assumptions, the Company’s claims experience or the providers included in the associated insurance programs.

The Company can be affected by a variety of factors including uncertainty relating to the performance of the general economy, competition, demand for the Company’s services, adverse litigation and claims and the hiring, training and retention of key employees.

Fair Value of Financial Instruments

The Company’s carrying value of financial instruments, consisting primarily of accounts receivable, transit accounts receivable, accounts payable and accrued expenses, transit accounts payable and borrowings under line of credit approximates fair value due to their liquidity or their short-term nature and the line of credit’s variable interest rate. The Company doesnot have derivative products in place to manage risks related to foreign currency fluctuations for its foreign operations or for interest rate changes.

The Company re-measures the fair value of the contingent consideration at each reporting period and any change in the fair value from either the passage of time or events occurring after the acquisition date, is recorded in earnings in the accompanying consolidated statement of operations.

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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

3.Revenue Recognition

The Company records revenue under Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic606, Revenue from Contracts with Customers. Revenue is recognized when we satisfy a performance obligation by transferring services promised in a contract to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those services. Performance obligations in our contracts represent distinct or separate service streams that we provide to our customers.

We evaluate our revenue contracts with customers based on thefive-step model under ASC606: (1) Identify the contract with the customer; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to separate performance obligations; and (5) Recognize revenue when (or as) each performance obligation is satisfied.

The Company derives its revenue from several sources. The Company’s Engineering Services and Life Sciences, Data and Solutions segments perform consulting and project solution services. The Healthcare segment specializes in long-term and short-term staffing and placement services to hospitals, schools and long-term care facilities amongst others. All of the Company’s segments perform staff augmentation services and derive revenue from permanent placement fees.

The following table presents our revenue disaggregated by revenue source for thethirteen andtwenty-six weeks ended* June 28, 2025and June 29, 2024:*

Thirteen Weeks EndedTwenty-Six Weeks Ended
June 28, 2025June 29, 2024June 28, 2025June 29, 2024
Specialty Health Care:
Time and Material$42,522$36,612$85,394$74,416
Permanent Placement Services300320711698
Total Specialty Health Care$42,822$36,932$86,105$75,114
Engineering:
Time and Material$15,006$11,221$29,513$22,463
Fixed Fee11,51511,28729,15023,550
Total Engineering$26,521$22,508$58,663$46,013
Life Sciences, Data and Solutions:
Time and Material$5,885$7,690$11,915$16,823
Permanent Placement Services11538186111
Fixed Fee2,8231,9965,7703,042
Total Life Sciences, Data and Solutions$8,823$9,724$17,871$19,976
$78,166$69,164$162,639$141,103

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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

3. Revenue Recognition (Continued)

Time and Material

The Company’s Health Care segment predominantly recognizes revenue through time and material work while its Engineering and Life Sciences, Data and Solutions segments recognize revenue through both time and material and fixed fee work. The Company’s time and material contracts are typically based on the number of hours worked at contractually agreed upon rates, therefore revenue associated with these time and materials contracts are recognized based on hours worked at contracted rates.

Fixed Fee

From time to time and predominantly in our Engineering segment, the Company enters into contracts requiring the completion of specific deliverables. The Company has master services agreements with many of its customers that broadly define terms and conditions. Actual services performed under fixed fee arrangements are typically delivered under purchase orders that more specifically define terms and conditions related to that fixed fee project. While these master services agreements can often span several years, the Company’s fixed fee purchase orders are typically performed oversix tonine month periods. In instances where project services are provided on a fixed-price basis, revenue is recorded in accordance with the terms of each contract. The Company recognizes revenue from performance obligations that are satisfied over time based on the Company’s efforts or inputs toward satisfying a performance obligation, relative to the total expected inputs to the satisfaction of such performance obligation. These inputs include the costs of equipment, installation, and labor, and milestones reached. From time-to-time, amounts paid in excess of revenue earned and recognized are recorded as deferred revenue. Some contracts also limit revenue and billings to specified maximum amounts. Provisions for contract losses, if any, are made in the period such losses are determined. For contracts where there is a specific deliverable and the work isnot complete and the revenue isnot recognized, the costs incurred are deferred as a prepaid asset. The associated costs are expensed when the related revenue is recognized.

Permanent Placement Services

The Company earns permanent placement fees from providing permanent placement services. These fees are typically based on a percentage of the compensation paid to the person placed with the Company’s client. The Company guarantees its permanent placements on a prorated basis for90 days. In the event a candidate isnot retained for the90-day period, the Company will provide a suitable replacement candidate. In the event a replacement candidate cannot be located, the Company will provide a prorated refund to the client. An allowance for refunds, based upon the Company’s historical experience, is recorded in the financial statements.

Deferred Revenue

There was $9.1 million of deferred revenue as of* June 28, 2025.Deferred revenue was $4.2 million as of December 28, 2024.Revenue is recognized when the service has been performed. Deferred revenue maybe recognized over a period exceedingone* year from the time it was recorded on the balance sheet, although this is an infrequent occurrence. For thethirteen weeks ended* June 28, 2025and June 29, 2024,the Company recognized revenue of $1.1 million and $1.4 million, respectively, that was included in deferred revenue at the beginning of the reporting period. For thetwenty-six* weeks ended* June 28, 2025and June 29, 2024,*the Company recognized revenue of $4.2 million and $1.9 million, respectively, that was included in deferred revenue at the beginning of the reporting period.

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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

3. Revenue Recognition (Continued)

Concentration

During thetwenty-six weeks ended* June 28, 2025,the Company hadtwo customers exceed10%* of consolidated revenue, representing 22.5% and 13.1% of consolidated revenue, respectively. During thetwenty-six weeks ended* June 29, 2024,the Company hadtwo customers exceed10%* of consolidated revenue, representing 21.7% and 11.9% of consolidated revenue, respectively. In both periods presented, the customers are included in the Company’s Specialty Health Care segment.

4. Accounts Receivable, Transit Accounts Receivable, Contract Assets and Transit Accounts Payable

The Company’s accounts receivable and contract assets, net comprise the following:

June 28, 2025December 28, 2024
Billed$54,082$55,224
Unbilled23,31716,931
Contract assets7,8917,375
Provision for credit losses(1,541)(1,570)
Accounts receivable and contract assets, net$83,749$77,960

The Company recognizes revenue in accordance with ASC606, Revenue from Contracts with Customers. Accounts receivable and contract assets represent services where payment is only contingent on the passage of time. Billed receivables primarily represent revenue earned that has been invoiced to customers by the balance sheet date or shortly thereafter, and where the client will typically pay per agreed upon terms. Unbilled receivables primarily represent revenue earned whereby those services are ready to be billed as of the balance sheet date but havenot yet been processed for invoicing. Contract assets primarily represents revenue earned under contracts which the Company contractually invoices at future dates per milestones based in the purchase order. These milestones are generally set as a convenience for the customer. Eventual payment isnot contingent as the contracts associated with this revenue predominantly include terms that require payment for all services from the last invoice through the termination date.

From time to time, the Company’s Engineering segment enters into agreements to provide, among other things, construction management and engineering services. Pursuant to these agreements, the Company a)* maypurchase equipment on behalf of the Company’s customer or engage subcontractors to provide construction or other services; b) typically earns a fixed percentage of the total project value; and c) assumesno* ownership or risks of inventory. In such situations, the Company acts as an agent under the provisions of FASB ASC606 “Revenue from Contracts with Customers” and therefore recognizes revenue on a “net-basis.” The Company records revenue on a “net” basis on relevant engineering and construction management projects, which require subcontractor/procurement costs or transit costs. In those situations, the Company charges the client a negotiated fee, which is reported as net revenue when earned.

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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

4. Accounts Receivable, Transit Accounts Receivable, Contract Assets and Transit Accounts Payable (Cont'd)

Under the terms of the agreements, the Company is typicallynot required to pay the subcontractor until after the corresponding payment from the Company’s end-client is received. Upon invoicing the end-client on behalf of the subcontractor or staffing agency, the Company records this amount simultaneously as both a “transit account receivable” and “transit account payable,” as the amount when paid to the Company is due to and generally paid to the subcontractor within a few days. The Company typically doesnot pay a given transit account payable until the related transit account receivable is collected. The Company is typically obligated to pay the subcontractor or staffing agency whether ornot the client pays the Company. The Company’s transit accounts payable generally exceeds the Company’s transit accounts receivable but absolute amounts and spreads fluctuate significantly from quarter to quarter in the normal course of business. The transit accounts receivable was $7.5 million and related transit accounts payable was $22.4 million, for a net payable of $14.9 million, as of* June 28, 2025.The transit accounts receivable was $7.3 million and related transit accounts payable was $23.9 million, for a net payable of $16.6 million, as of December 28, 2024.*

5. Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization, and are depreciated or amortized on the straight-line method at rates calculated to provide for retirement of assets at the end of their estimated useful lives. Computer hardware and software, and furniture and office equipment are typically depreciated overfive years. Leasehold improvements are amortized over the shorter of the estimated life of the asset or the lease term.

Property and equipment comprise the following:

June 28, 2025December 28, 2024
Computers and systems$9,227$8,448
Equipment and furniture349306
Leasehold improvements648590
Laboratory equipment206196
$10,430$9,540
Less: accumulated depreciation and amortization2,9972,172
Property and equipment, net$7,433$7,368

The Company periodically writes off fully depreciated and amortized assets. The Company didnot write off any fully depreciated and amortized assets during thetwenty-six week period ended* June 28, 2025.The Company wrote off fully depreciated and amortized assets of $19 during thetwenty-six* week period ended* June 29, 2024.Depreciation and amortization expense of property and equipment for thethirteen* weeks ended* June 28, 2025and June 29, 2024was $401 and $332, respectively. Depreciation and amortization expense of property and equipment for thetwenty-six* weeks ended* June 28, 2025and June 29, 2024*was $825 and $619, respectively.

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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

6. Acquisitions and Divestitures

Future Contingent Payments

As of* June 28, 2025,the Company hadone* acquisition agreement whereby additional contingent consideration* maybe earned by the sellers: effective September 30, 2018,the Company acquired certain assets of Thermal Kinetics Engineering, PLLC and Thermal Kinetics Systems, LLC. The Company estimates future contingent payments at June 28, 2025*as follows:

Total
Payable in fiscal 2025$212
Thereafter$0

For acquisitions that involve contingent consideration, the Company records a liability equal to the fair value of the estimated contingent consideration obligation as of the acquisition date. The Company determines the acquisition date fair value of the contingent consideration based on the likelihood of paying the additional consideration. The fair value is estimated using projected future operating results and the corresponding future earn-out payments that can be earned upon the achievement of specified operating objectives and financial results by acquired companies using Level3 inputs and the amounts are then discounted to present value. These liabilities are measured quarterly at fair value, and any change in the fair value of the contingent consideration liability is recognized in the consolidated statements of operations. During the measurement period, which* maybe up toone* year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the consolidated statements of operations.

Estimates of future contingent payments are subject to significant judgment and actual payments* maymaterially differ from estimates. The Company estimates future contingent consideration payments based on forecasted performance and recorded the fair value of those expected payments as of June 28, 2025.Contingent consideration related to acquisitions is recorded at fair value (level3*) with changes in fair value recorded in operating expense.

Potential future contingent payments for acquisitions after* June 28, 2025are capped at a cumulative maximum of $0.2 million. The Company didnot pay contingent consideration during thetwenty-six* week periods ended* June 28, 2025and June 29, 2024.*

7. Goodwill

Goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired in business combinations. The Company tests goodwill for impairment on an annual basis as of the last day of the Company's fiscal year or more frequently if events occur or circumstances change indicating that the fair value of goodwill* maybe below the carrying amount. The Company reviewed industry and market conditions, reporting unit specific events as well as overall financial performance and determined thatno* indicators of impairment of goodwill existed during thetwenty-six ended* June 28, 2025.As such, no impairment loss on the Company’s intangible assets during thetwenty-six* weeks ended* June 28, 2025*was recorded as a result of such review.

The carrying amount of goodwill as of* June 28, 2025and December 28, 2024*was as follows:

EngineeringSpecialty Health CareLife Sciences, Data and SolutionsTotal
$11,918$2,398$7,831$22,147

15

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

8. Line of Credit

On* December 3, 2024,the Company entered into a Fifth Amended and Restated Loan Agreement (the “Fifth Amended and Restated Loan Agreement”) with Citizens Bank, N.A., as lender (in such capacity, the “Lender”) and as administrative agent and arranger (in such capacity, the “Administrative Agent”), to amend and restate in its entirety that certain Fourth Amended and Restated Agreement dated as of April 24, 2023 (*as the same has been amended and modified prior to the date hereof, the “Existing Loan Agreement”).

The Fifth Amended and Restated Loan Agreement is increased from $45.0 million under the Fourth Amended and Restated Agreement to $65.0 million (with an accordion feature permitting the increase of the total commitment by an additional $20.0 million, subject to the consent of the Administrative Agent and the Lenders), and permits the Borrowers to request the issuance of trade and standby letters of credit thereunder. The Fifth Amended and Restated Loan Agreement has a maturity date of* December 3, 2029.*

Borrowings under the Revolving Credit Facility bear interest atone oftwo alternative rates, as selected by the Company at each incremental borrowing. These alternatives are: (i) SOFR (Secured Overnight Financing Rate), plus applicable margin or (ii) the agent bank’s prime rate generally borrowed over shorter durations. The Company also pays unused line fees based on the amount of the Revolving Credit Facility that isnot drawn. Unused line fees are recorded as interest expense. The effective weighted average interest rate, including unused line fees, for thetwenty-six weeks ended* June 28, 2025and June 29, 2024*were 6.2% and 6.8%, respectively.

All borrowings under the Fifth Amended and Restated Loan Agreement remain collateralized with substantially all of the Company’s assets, as well as the capital stock of its subsidiaries. The Revolving Credit Facility also contains various financial and non-financial covenants, such as a covenant that restricts the Company’s ability to borrow in order to pay dividends. As of* June 28, 2025,*the Company was in compliance with all covenants contained in the Revolving Credit Facility. The Company believes that it will maintain compliance with its financial covenants for the foreseeable future.

Borrowings under the line of credit as of* June 28, 2025and December 28, 2024were $34.0 million and $35.0 million, respectively. There were letters of credit outstanding at June 28, 2025and December 28, 2024for $10.2 million and $7.4 million, respectively. At June 28, 2025and December 28, 2024,*the Company had availability for additional borrowings under the Revolving Credit Facility of $20.8 million and $22.6 million, respectively.

9. Per Share Data

The Company uses the treasury stock method to calculate the weighted-average shares outstanding used for diluted earnings per share. The number of weighted-average shares used to calculate basic and diluted earnings per share for thethirteen andtwenty-six weeks ended* June 28, 2025and June 29, 2024*was determined as follows:

Thirteen Weeks EndedTwenty-Six Weeks Ended
June 28, 2025June 29, 2024June 28, 2025June 29, 2024
Basic weighted average shares outstanding7,406,8317,789,2987,511,6467,858,165
Dilutive effect of outstanding restricted share awards130,956166,645138,626219,884
Diluted weighted average shares outstanding7,537,7877,955,9437,650,2728,078,049

For all periods presented, there wereno anti-dilutive shares included in the calculation of common stock equivalents as there wereno stock options outstanding.

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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

9. Per Share Data (Continued)

Unissued shares of common stock were reserved for the following purposes:

June 28, 2025December 28, 2024
Time-based restricted stock awards outstanding234,020289,421
Performance-based restricted stock awards outstanding287,263300,000
Future grants of options or shares247,417295,680
Shares reserved for employee stock purchase plan233,927252,119
Total1,002,6271,137,220

10. Share-Based Compensation

At* June 28, 2025,the Company hadtwo* share-based employee compensation plans, the Employee Stock Purchase Plan and the2014 Omnibus Equity Compensation Plan.

The Company measures the fair value of share-based awards, if and when granted, based on the Black-Scholes method and using the closing market price of the Company’s common stock on the date of grant. Awards typically vest over periods ranging fromone tofive years and expire within 10 years of issuance. The Company* mayalso issue immediately vested equity awards. Share-based compensation expense related to time-based awards is amortized in accordance with applicable vesting periods using the straight-line method. The Company expenses performance-based awards only when the performance metrics are likely to be achieved and the associated awards are therefore likely to vest. Performance-based share awards that are likely to vest are also expensed on a straight-line basis over the vesting period but may*vest on a retroactive basis or be reversed, depending on when it is determined that they are likely to vest, or in the case of a reversal when they are later determined to be unlikely to vest or forfeited. Discussion of share and share-based awards herein references awards of shares and share units.

Share-based compensation expense for thethirteen weeks ended* June 28, 2025and June 29, 2024was $1,133 and $752, respectively. Share-based compensation expense for thetwenty-six* weeks ended* June 28, 2025and June 29, 2024was $1,906 and $1,387, respectively. Share-based compensation expense for performance-based equity agreements was $1,257 and $665 for the for thetwenty-six* weeks ended* June 28, 2025and June 29, 2024,*respectively. Share-based compensation expense is included in selling, general and administrative expense in the Company’s condensed consolidated statement of operations.

As of* June 28, 2025,the Company had $8.1 million of total unrecognized compensation cost, with approximately $2.3 million related to time-based non-vested share-based awards outstanding and $5.8 million related to performance-based non-vested share-based awards outstanding. The Company expects to recognize the expense associated with time-based non-vested share-based awards through fiscal2035.* If earned, the Company will recognize the expense associated with performance-based non-vested share-based awards straight-line through fiscal2030. These amounts donot include a) the cost of any additional share-based awards granted in future periods or b) the impact of any potential changes in the Company’s forfeiture rate.

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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

Incentive Share-Based Plans

Employee Stock Purchase Plan

The Company implemented the2001 Employee Stock Purchase Plan (the “Purchase Plan”) with shareholder approval, effective* January 1, 2001.Under the Purchase Plan, employees meeting certain specific employment qualifications are eligible to participate and can purchase shares of common stock semi-annually through payroll deductions at the lower of 85% of the fair market value of the stock at the commencement or end of the offering period. The purchase plan permits eligible employees to purchase shares of common stock through payroll deductions for up to 10% of qualified compensation, subject to maximum purchases in anyone* fiscal year of 3,000 shares.

In fiscal2015, the Company amended the Purchase Plan with shareholder approval to increase the aggregate number of shares of stock reserved for issuance or transfer under the Purchase Plan by an additional 300,000 shares so that the total number of shares of stock reserved for issuance or transfer under the Plan shall be 1,100,000 shares and to extend the expiration date of the Purchase Plan to* December 31, 2025.In fiscal2018,* the Company amended the Purchase Plan with shareholder approval to increase the aggregate number of shares of stock reserved for issuance or transfer under the Purchase Plan by an additional 300,000 shares so that the total number of shares of stock reserved for issuance or transfer under the Plan shall be 1,400,000 shares. In fiscal2021, the Company amended the Purchase Plan with shareholder approval to increase the aggregate number of shares of stock reserved for issuance or transfer under the Purchase Plan by an additional 400,000 shares so that the total number of shares of stock reserved for issuance or transfer under the Plan shall be 1,800,000 shares and the termination date of the Purchase Plan was extended to* December 31, 2030.*

The Company hastwo offering periods in the Purchase Plan coinciding with the Company’sfirst two fiscal quarters and the lasttwo fiscal quarters. Actual shares are issued on thefirst business day of the subsequent offering period for the prior offering period payroll deductions. The number of shares issued on* December 30, 2024 (thefirst* business day following the previous offering period) was 18,192. As of* June 28, 2025,there were 233,927 shares available for issuance under the Purchase Plan. Compensation expense, representing the discount to the quoted market price, for the Purchase Plan for thetwenty-six* weeks ended* June 28, 2025and June 29, 2024*was $148 and $164, respectively.

18

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

2014 Omnibus Equity Compensation Plan (the2014 Plan)

The2014 Plan, approved by the Company’s shareholders in* December 2014,initially provided for the issuance of up to 625,000 shares of the Company’s common stock to officers, non-employee directors, employees of the Company and its subsidiaries, or consultants and advisors utilized by the Company. In fiscal2016,* fiscal2020 and fiscal2022, the Company amended, or amended and restated, the2014 Plan with shareholder approval to increase the aggregate number of shares of stock reserved for issuance under the Plan by an additional 500,000,850,000 and 1,000,000 shares, respectively, so that the total number of shares of stock reserved for issuance under the Plan is 2,975,000 shares. The expiration date of the Plan is* December 17, 2030,unless the2014* Plan is terminated earlier by the Board or is extended by the Board with the approval of the stockholders. The Compensation Committee of the Board of Directors determines the vesting period at the time of grant.

All stock awards typically include dividend accrual equivalents, which means that any dividends paid by the Company during the vesting period become due and payable after the vesting period assuming the grantee’s stock award fully vests. Dividends for these grants are accrued on the dividend payment dates and included in accounts payable and accrued expenses on the accompanying consolidated balance sheet. As of* June 28, 2025,there wereno accrued dividends. Dividends for stock awards that ultimately donot* vest are forfeited.

As of* June 28, 2025,under the2014* Plan,234,020 time-based shares were outstanding,287,263 performance-based restricted stock awards were outstanding and 247,417 shares were available for awards.

The intrinsic value of all equity grants for thetwenty-six weeks ended* June 28, 2025and June 29, 2024*was $12.0 million and $13.7 million, respectively. These amounts are based on the equity price on the last trading day in the period presented.

Time-Based Restricted Stock Awards

From time-to-time the Company issues time-based restricted stock awards. The following summarizes the activity in the time-based restricted stock awards under the2014 Plan during thetwenty-six weeks ended* June 28, 2025:*

Number of Time-Based Restricted Stock AwardsWeighted Average Grant Date Fair Value per Share
Outstanding non-vested at December 28, 2024289,421$12.65
Granted18,500$16.26
Vested(53,901)$12.89
Forfeited or expired(20,000)$6.15
Outstanding non-vested at June 28, 2025234,020$13.43

Based on the closing price of the Company’s common stock of $23.11 per share on* June 27, 2025 (the last trading day prior to June 28, 2025),the intrinsic value of the time-based non-vested restricted stock awards at June 28, 2025was approximately $5.4 million. As of June 28, 2025,there was approximately $2.3 million of total unrecognized compensation cost related to time-based restricted stock awards, which is expected to be recognized over the average weighted remaining vesting period of the restricted stock awards through fiscal2035.*

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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

Performance-Based Restricted Stock Awards

From time-to-time the Company issues performance-based restricted stock awards to its executives. Performance-based restricted stock awards are typically vested based on certain multi-year performance metrics as determined by the Board of Directors Compensation Committee.

The following summarizes the activity in the performance-based restricted stock awards during thetwenty-six weeks ended* June 28, 2025:*

Number of Performance-Based Restricted Stock AwardsWeighted Average Grant Date Fair Value per Share
Outstanding non-vested at December 28, 2024300,000$28.79
Granted99,763$16.20
Vested(62,500)$29.00
Forfeited or expired(50,000)$27.73
Outstanding non-vested at June 28, 2025287,263$24.55

The Company assesses at each reporting date whether achievement of any performance condition is probable and recognizes the expense when achievement of the performance condition becomes probable. The Company will then recognize the appropriate expense cumulatively in the year performance becomes probable and recognize the remaining compensation cost over the remaining requisite service period. If at a later measurement date, the Company determines that performance-based restricted stock awards deemed as likely to vest are deemed as unlikely to vest, the expense recognized will be reversed.

Share-based compensation for performance-based equity agreement was $805 and $406 for thethirteen week periods ended* June 28, 2025and June 29, 2024,respectively. Share-based compensation for performance-based equity agreement was $1,257 and $665 for thetwenty-six* week periods ended* June 28, 2025and June 29, 2024,*respectively.

There wereno immediately vested share awards during thetwenty-six weeks ended* June 28, 2025or June 29, 2024.*

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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

11. Treasury Stock and Retired Share Transactions

On* March 29, 2024,the Board authorized a program to repurchase shares of its common stock up to an amountnot* to exceed $50.0 million, inclusive of amounts remaining under the existing repurchase authorization. The program (the Treasury Stock Repurchase Plan) is designed to provide the Company with enhanced flexibility over the long term to optimize its capital structure. Shares of the Common Stock* maybe repurchased in the open market or through negotiated transactions. The program maybe terminated or suspended at any time at the discretion of the Company. The Company mayenter into a Rule10b5*-1 trading plan to effect a portion of the authorized purchases if the criteria set forth in the plan are met. Such a plan would enable the Company to repurchase its shares during periods outside of its normal trading windows when the Company typically wouldnot be active in the market.

During thetwenty-six weeks ended* June 28, 2025,the Company purchased 301,640 shares at an average price of $16.89 per share. During thetwenty-six* weeks ended* June 29, 2024,the Company purchased 280,378 shares at an average price of $19.20 per share. As of June 28, 2025,*the Company had $37.1 million available for future treasury stock purchases.

The Company accrued $19 in excise tax associated with its Treasury Stock Repurchase Plan during thetwenty-six weeks ended* June 28, 2025.The Company accrued $11 in excise tax associated with its Treasury Stock Repurchase Plan during thetwenty-six* weeks ended* June 29, 2024.*Excise tax is recorded directly to additional paid-in capital.

During thetwenty-six weeks ended* June 28, 2025,the Company issued and retired 44,681 shares associated with equity grants that vested, the proceeds of which were used to fund payroll taxes associated the vested shares. During thetwenty-six* weeks ended* June 29, 2024,*the Company issued and retired 44,567 shares associated with equity grants that vested, the proceeds of which were used to fund payroll taxes associated the vested shares.

12. New Accounting Standards and Updates

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures, which requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. ASU2023-09 is effective for the Company’s annual reporting periods beginning after* December 15, 2024,*with early adoption permitted, and should be applied on a prospective basis, with a retrospective option. We are currently evaluating the effect that adoption of this ASU will have on our disclosures.

In* November 2024,the FASB issued ASU2024*-03, Disaggregation of Income Statement Expenses (Subtopic220-40). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after* December 15, 2026,and interim periods within fiscal years beginning after December 15, 2027.*Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all periods presented in the consolidated financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted. We are currently evaluating the provisions of this ASU.

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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

13. Segment Information

The Company follows ASC280, “Segment Reporting,” which establishes standards for companies to report information about operating segments, geographic areas and major customers. The accounting policies of each reportable segment are the same as those described in the summary of significant accounting policies (see Note1 to the Company’s Consolidated Financial Statements).

The Company reports segment information based on the management approach, which designates the internal reporting used by the Chief Operating Decision Makers (“CODMs”), who were Bradley Vizi, Chief Executive Officer, and Kevin Miller, Chief Financial Officer. The Company’s CODMs are responsible for making decisions regarding the Company’s business, including resource allocations and performance assessments based on historical and future segment revenue, operating expenses, and operating income (loss) before interest and taxes.

In thesecond quarter of2025, the Company made certain revisions to the internal measurement of segment operating results for the purpose of evaluating segment performance and resource allocation. The revised segment reporting now presents corporate operating costs separately instead of allocating them to the operating segments. The revision was the result of a shift in the CODM’s more granular and independent focus on the nowfour segments. We have presented2025 segment operating results herein using the new methodology and prior period disclosures have been revised to present results on a comparable basis.

The tables below summarize the results of operations and total assets by segment provided to the CODMs. Segment operating income (loss) includes selling, general, and administrative expenses directly attributable to that segment. The following tables reflect the results of the reportable segments consistent with the Company’s management system:

Thirteen Weeks Ended June 28, 2025 · Specialty Health Care · Engineering · Life Sciences, Data & Solutions · Corporate · Total
Revenue$42,822$26,521$8,823$-$78,166
Cost of services30,54520,0315,313-55,889
Gross profit12,2776,4903,510-22,277
Selling, general and administrative6,1143,0161,4904,65515,275
Depreciation and amortization of property and equipment8715938117401
Operating income (loss)$6,076$3,315$1,982$(4,772)$6,601
Total assets as of June 28, 2025$48,201$58,284$16,492$12,609$135,586
Property and equipment acquired$75$176$(3)$225$473

22

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

Thirteen Weeks Ended June 29, 2024 · Specialty Health Care · Engineering · Life Sciences, Data & Solutions · Corporate · Total
Revenue$36,932$22,508$9,724$-$69,164
Cost of services26,29316,5426,328-49,163
Gross profit10,6395,9663,396-20,001
Selling, general and administrative5,2922,8471,7203,68613,545
Depreciation and amortization of property and equipment901403369332
Amortization of acquired intangible assets--46-46
Costs associated with potential stock issuance---259259
Operating income (loss)$5,257$2,979$1,597$(4,014)$5,819
Total assets as of June 29, 2024$40,236$47,387$20,390$10,265$118,278
Property and equipment acquired$60$45$6$287$398
Twenty-Six Weeks Ended June 28, 2025 · Specialty Health Care · Engineering · Life Sciences, Data & Solutions · Corporate · Total
Revenue$86,105$58,663$17,871$-$162,639
Cost of services61,62445,98910,771-118,384
Gross profit24,48112,6747,100-44,255
Selling, general and administrative12,0436,1502,9169,13730,246
Depreciation and amortization of property and equipment18733078230825
Operating income (loss)$12,251$6,194$4,106$(9,367)$13,184
Total assets as of June 28, 2025$48,201$58,284$16,492$12,609$135,586
Property and equipment acquired$129$242$32$497$900

23

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

Twenty-Six Weeks Ended June 29, 2024 · Specialty Health Care · Engineering · Life Sciences, Data & Solutions · Corporate · Total
Revenue$75,114$46,013$19,976$-$141,103
Cost of services53,40934,54012,786-100,735
Gross profit21,70511,4737,190-40,368
Selling, general and administrative10,7545,8143,7307,44627,744
Depreciation and amortization of property and equipment1802766796619
Amortization of acquired intangible assets--91-91
Costs associated with potential stock issuance---259259
Operating income (loss)$10,771$5,383$3,302$(7,801)$11,655
Total assets as of June 29, 2024$40,236$47,387$20,390$10,265$118,278
Property and equipment acquired$167$244$20$636$1,067

The Company derives a majority of its revenue from offices in the United States. Revenues reported for each operating segment are all from external customers. The Company is domiciled in the United States and its segments operate in the United States, Canada, Puerto Rico, Europe and Philippines. Revenue by geographic area for thethirteen andtwenty-six weeks ended* June 28, 2025and June 29, 2024*was as follows:

Thirteen Weeks EndedTwenty-Six Weeks Ended
June 28, 2025June 29, 2024June 28, 2025June 29, 2024
Revenue
United States$73,226$63,569$152,064$130,420
Canada1,9431,6183,8593,087
Puerto Rico1,5442,0193,1514,020
Europe1,4531,9583,5653,576
Philippines----
$78,166$69,164$162,639$141,103

24

RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

Total assets by geographic area as of the reported periods were as follows:

June 28, 2025December 28, 2024
Total assets
United States$125,880$123,905
Canada1,5431,423
Puerto Rico2,9213,286
Europe5,0253,408
Philippines21755
$135,586$132,077

14. Income Taxes

The Company recognized $3.6 million of income tax expense for thetwenty-six weeks ended* June 28, 2025as compared to $2.9 million for the comparable prior-year period. The consolidated effective income tax rate for the current period was 31.0% as compared to 27.6% for the comparable prior-year period. The effective income tax rates for thetwenty-six* weeks ended* June 28, 2025,*were approximately 31.7%,25.1%, and 11.8% in the United States, Canada, and Europe, respectively. The relative income or loss generated in each jurisdiction can materially impact the overall effective income tax rate of the Company, particularly the ratio of Canadian and European pretax income versus U.S. pretax income. The effective income tax rate can also be impacted by discrete permanent differences affecting any period presented. The comparable prior-year period estimated income tax rates were 28.3%,26.8%, and 15.4% in the United States, Canada, and Europe, respectively. The primary reason for the increase in the consolidated and United States effective rates in the current period is due to increases to permanent tax differences in the United States. The low effective tax rate in Europe during the current period is due to a fixed tax benefit relative to a small pretax loss.

Differences between the effective tax rate and the applicable U.S. federal statutory rate* mayarise, primarily from the effect of state and local income taxes, share-based compensation, and potential tax credits available to the Company. The actual2025* effective tax rate* may*vary from the estimate depending on the actual operating income earned in various jurisdictions, the potential availability of tax credits, the vesting of share-based awards, and the amount of any permanent book to tax differences.

The One Big Beautiful Bill Act (OBBBA) was signed on* July 4, 2025.The Company doesnot* expect the OBBBA to have a material impact on its tax position.

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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

15.Contingencies

From time to time, the Company is a defendant in various legal actions that arise in the ordinary business course. These matters* mayrelate to professional liability, tax, compensation, contract, competitor disputes, and employee-related matters and include individual and class action lawsuits, as well as inquiries and investigations by governmental agencies regarding the Company’s employment and compensation practices. Additionally, some of the Company’s clients mayalso become subject to claims, governmental inquiries and investigations, and legal actions relating to the Company’s professional services. Depending upon the particular facts and circumstances, the Company may*also be subject to indemnification obligations under its contracts with such clients relating to these matters.

As such, the Company is required to assess the likelihood of any adverse outcomes to these matters as well as potential ranges of losses and possible recoveries. The Company* may**not* be covered by insurance as it pertains to some or all of these matters. A determination of the amount of the provision required for these commitments and contingencies, if any, which would be charged to earnings, is made after careful analysis of each matter. The Company records a liability when management believes an adverse outcome from a loss contingency is both probable and the amount, or a range, can be reasonably estimated. From time to time, the Company must estimate the potential loss even though the party adverse to the Company hasnot asserted any specific amounts. Significant judgment is required to determine both the probability of loss and the estimated amount. The Company reviews its loss contingencies at least quarterly and it adjusts its accruals and/or disclosures to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, or other new information, as deemed necessary. Once established, a provision* may*change in the future due to new developments or changes in circumstances. The Company could increase or decrease its earnings in the period that the changes are made.

The Company is exposed to various asserted claims as of* June 28, 2025,where the Company believes it has a probability of loss. Additionally, the Company is exposed to other asserted claims whereby an amount of loss hasnot* been declared, and the Company cannot determine the potential loss. Any of these various claims could result in an unfavorable outcome or settlement that exceeds the accrued amounts. However, the Company believes that such matters willnot, 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* June 28, 2025,*the Company has accrued $1.1 million for asserted claims.

The Company is also subject to other pending legal proceedings and claims that arise from time to time in the ordinary course of its business, which* may**not* be covered by insurance.

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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

16.Leases

Leases are recorded in accordance with FASB ASC842, Leases which requires lessees to recognize a right of use (“ROU”) asset and an operating right of use liability for all leases with terms greater than12 months and requires disclosures by lessees and lessors about the amount, timing and uncertainty of cash flows arising from leases.

The Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, right of use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Right of use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases donot provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments**.**The right of use asset also consists of any lease incentives received. The lease terms used to calculate the right of use asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the accelerated interest method of recognition. The Company has lease agreements which require payments for lease and non-lease components. The Company has elected to account for these as a single lease component with the exception of its real estate leases.

The components of lease expense were as follows:

Thirteen Weeks EndedTwenty-Six Weeks Ended
June 28, 2025June 29, 2024June 28, 2025June 29, 2024
Operating lease cost$349$352$695$685
Finance lease cost
Amortization of right of use assets$181$116$362$232
Interest on lease liabilities18-$38-
Total finance lease cost$199$116$400$232

Supplemental Cash Flow information related to leases was as follows:

Thirteen Weeks EndedTwenty-Six Weeks Ended
June 28, 2025June 29, 2024June 28, 2025June 29, 2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$363$230$676$562
Operating cash flows from finance leases$20-$42$1
Financing cash flows from finance leases$174$117$345$233
Right of use assets obtained in exchange for lease obligations
Operating leases$35$2,662$268$3,264
Finance leases----

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RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)

16.Leases (Continued)

Supplemental Balance Sheet information as of* June 28, 2025and December 28, 2024*related to leases was as follows:

June 28, 2025December 28, 2024
Operating leases
Operating lease right of use assets$4,903$5,174
Operating right of use liability - current$(1,116)$(1,046)
Operating right of use liability - non-current(4,019)(4,355)
Total operating lease liabilities$(5,135)$(5,401)
Finance leases
Property and equipment - (right of use assets)$2,172$2,172
Accumulated depreciation(724)(362)
Property and equipment, net$1,448$1,810
Finance lease liability - current$(715)$(698)
Finance lease liability - non-current(750)(1,112)
Total finance lease liabilities$(1,465)$(1,810)
Weighted average remaining lease term in years
Operating leases3.944.41
Finance leases2.002.50
Weighted average discount rate
Operating leases6.36%6.36%
Finance leases4.88%4.88%

Maturities of lease liabilities are as follows:

Fiscal YearOperating LeasesFinance Leases
2025 (After June 28, 2025)$710$387
20261,306773
20271,112387
2028991-
2029650-
Thereafter1,168-
Total lease payments$5,937$1,547
Less: imputed interest(802)(82)
Total$5,135$1,465

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