RCM TECHNOLOGIES, INC.
For the period ended Sep 27, 2025. Filed Nov 6, 2025.
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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.
Sep 27, 2025 · Filed Nov 6, 2025
Contents
Item 1. Condensed Consolidated Financial Statements
| Condensed Consolidated Balance Sheets as of September 27, 2025 (Unaudited) and December 28, 2024 | 4 | |
| Unaudited Condensed Consolidated Statements of Operations for the Thirteen and Thirty-Nine Weeks Ended September 27, 2025 and September 28, 2024 | 5 | |
| Unaudited Condensed Consolidated Statements of Comprehensive Income for the Thirty-Nine Weeks Ended September 27, 2025 and September 28, 2024 | 6 | |
| Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Thirty-Nine Weeks Ended September 27, 2025 and September 28, 2024 | 7 | |
| Unaudited Condensed Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended September 27, 2025 and September 28, 2024 | 9 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 10 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 30 |
|---|---|---|
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 48 |
| Item 4. | Controls and Procedures | 48 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 49 |
| Item 1A. | Risk Factors | 49 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 49 |
| Item 3. | Defaults Upon Senior Securities | 49 |
| Item 4. | Mine Safety Disclosures | 49 |
| Item 5. | Other Information | 49 |
| Item 6. | Exhibits | 50 |
| Signatures | 51 | |
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 |
|---|
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
| September 27, | December 28, | |
|---|---|---|
| 2025 | 2024 | |
| (Unaudited) | ||
| Current assets: | ||
| Cash and cash equivalents | $1,309 | $4,729 |
| Accounts receivable and contract assets, net of provision for credit losses of $1,541 at September 27, 2025 and $1,570 at December 28, 2024 | 83,243 | 77,960 |
| Transit accounts receivable | 6,215 | 7,315 |
| Prepaid expenses and other current assets | 4,160 | 7,034 |
| Total current assets | 94,927 | 97,038 |
| Property and equipment, net | 7,624 | 7,368 |
| Other assets: | ||
| Deposits | 278 | 230 |
| Deferred tax assets, foreign | 131 | 120 |
| Goodwill | 22,147 | 22,147 |
| Operating right of use asset | 4,708 | 5,174 |
| Total other assets | 27,264 | 27,671 |
| Total assets | $129,815 | $132,077 |
| Current liabilities: | ||
| Accounts payable and accrued expenses | $13,080 | $13,369 |
| Transit accounts payable | 13,440 | 23,870 |
| Accrued payroll and related costs | 12,795 | 9,929 |
| Finance lease payable | 889 | 698 |
| Income taxes payable | 247 | 346 |
| Operating lease liability | 1,121 | 1,046 |
| Contingent consideration from acquisitions | 212 | 212 |
| Deferred revenue | 6,230 | 4,163 |
| Total current liabilities | 48,014 | 53,633 |
| Deferred income taxes, net, domestic | 4,526 | 4,526 |
| Finance lease payable, net of current position | 566 | 1,112 |
| Operating lease liability, net of current position | 3,796 | 4,355 |
| Borrowings under line of credit | 31,535 | 34,967 |
| Total liabilities | 88,437 | 98,593 |
| 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; 17,948,409 shares issued and 7,410,510 shares outstanding at September 27, 2025 and 17,838,372 shares issued and 7,602,113 shares outstanding at December 28, 2024 | 898 | 890 |
| Additional paid-in capital | 121,453 | 118,845 |
| Accumulated other comprehensive loss | (2,757) | (2,920) |
| Retained earnings (accumulated deficit) | 4,292 | (5,938) |
| Treasury stock, 10,537,899 shares at September 27, 2025 and 10,236,259 shares at December 28, 2024 | (82,508) | (77,393) |
| Total stockholders’ equity | 41,378 | 33,484 |
| Total liabilities and stockholders’ equity | $129,815 | $132,077 |
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share amounts)
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||
|---|---|---|---|---|
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | |
| Revenue | $70,289 | $60,365 | $232,928 | $201,468 |
| Cost of services | 50,879 | 42,524 | 169,263 | 143,259 |
| Gross profit | 19,410 | 17,841 | 63,665 | 58,209 |
| Operating costs and expenses | ||||
| Selling, general and administrative | 14,933 | 13,018 | 45,179 | 40,762 |
| Depreciation and amortization of property and equipment | 539 | 393 | 1,364 | 1,012 |
| Amortization of acquired intangible assets | - | 45 | - | 136 |
| Potential stock issuance and financial transactions | - | - | - | 259 |
| Operating costs and expenses | 15,472 | 13,456 | 46,543 | 42,169 |
| Operating income | 3,938 | 4,385 | 17,122 | 16,040 |
| Other expense | ||||
| Interest expense and other, net | 584 | 492 | 1,885 | 1,551 |
| Loss on foreign currency transactions | 30 | 127 | 356 | 68 |
| Other expense, net | 614 | 619 | 2,241 | 1,619 |
| Income before income taxes | 3,324 | 3,766 | 14,881 | 14,421 |
| Income tax expense | 1,065 | 1,020 | 4,651 | 3,961 |
| Net income | $2,259 | $2,746 | $10,230 | $10,460 |
| Basic net earnings per share | $0.30 | $0.36 | $1.37 | $1.34 |
| Diluted net earnings per share | $0.30 | $0.35 | $1.34 | $1.31 |
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In thousands)
| Thirty-Nine Weeks Ended | ||
|---|---|---|
| September 27, 2025 | September 28, 2024 | |
| Net income | $10,230 | $10,460 |
| Other comprehensive income | 163 | 26 |
| Comprehensive income | $10,393 | $10,486 |
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) (In thousands, except share amounts)
| Common Stock · Additional · Accumulated Other · (Accumulated Deficit) · Treasury Stock | ||||||||
|---|---|---|---|---|---|---|---|---|
| Issued Shares | Amount | Paid-in Capital | Comprehensive Loss | Retained Earnings | Shares | Amount | Total | |
| Balance, December 28, 2024 | 17,838,372 | $890 | $118,845 | $(2,920) | $(5,938) | 10,236,259 | $(77,393) | $33,484 |
| Issuance of stock under employee stock purchase plan | 18,192 | 1 | 280 | - | - | - | - | 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 awards | 116,401 | 6 | (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, 2025 | 17,928,284 | $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, 2025 | 17,928,284 | $896 | $120,088 | $(2,723) | $2,033 | 10,537,899 | $(82,508) | $37,786 |
| Issuance of stock under employee stock purchase plan | 17,353 | 1 | 333 | - | - | - | - | 334 |
| Equity compensation expense from awards issued | - | - | 1,033 | - | - | - | - | 1,033 |
| Issuance of stock upon vesting of restricted share awards | 2,772 | 1 | (1) | - | - | - | - | - |
| Foreign currency translation adjustment | - | - | - | (34) | - | - | - | (34) |
| Net income | - | - | - | - | 2,259 | - | - | 2,259 |
| Balance, September 27, 2025 | 17,948,409 | $898 | $121,453 | $(2,757) | $4,292 | 10,537,899 | $(82,508) | $41,378 |
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) (In thousands, except share amounts)
| Common Stock · Additional · Accumulated Other · Treasury Stock | ||||||||
|---|---|---|---|---|---|---|---|---|
| Issued Shares | Amount | Paid-in Capital | Comprehensive Loss | Accumulated Deficit | Shares | Amount | Total | |
| Balance, December 30, 2023 | 17,673,427 | $882 | $116,579 | $(2,813) | $(19,265) | 9,828,606 | $(69,593) | $25,790 |
| Issuance of stock under employee stock purchase plan | 22,789 | 1 | 363 | - | - | - | - | 364 |
| Equity compensation expense from awards issued | - | - | 635 | - | - | - | - | 635 |
| Issuance of stock upon vesting of restricted share awards | 124,044 | 6 | (6) | - | - | - | - | - |
| Retirement of common shares | (44,567) | (2) | (1,315) | - | - | - | - | (1,317) |
| Foreign currency translation adjustment | - | - | - | (27) | - | - | - | (27) |
| Net income | - | - | - | - | 3,952 | - | - | 3,952 |
| Balance, March 30, 2024 | 17,775,693 | $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, 2024 | 17,775,693 | $887 | $117,008 | $(2,908) | $(11,551) | 10,108,984 | $(74,984) | $28,452 |
| Issuance of stock under employee stock purchase plan | 22,822 | 1 | 363 | - | - | - | - | 364 |
| Equity compensation expense from awards issued | - | - | 767 | - | - | - | - | 767 |
| Purchase of treasury stock | - | - | - | - | - | 127,275 | (2,410) | (2,410) |
| Issuance of stock upon vesting of restricted share awards | 34,772 | 2 | (2) | - | - | - | - | - |
| Foreign currency translation adjustment | - | - | - | 121 | - | - | - | 121 |
| Net income | - | - | - | - | 2,746 | - | - | 2,746 |
| Balance, September 28, 2024 | 17,833,287 | $890 | $118,136 | $(2,787) | $(8,805) | 10,236,259 | $(77,394) | $30,040 |
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
| Thirty-Nine Weeks Ended | ||
|---|---|---|
| September 27, 2025 | September 28, 2024 | |
| Cash flows from operating activities: | ||
| Net income | $10,230 | $10,460 |
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
| Depreciation and amortization | 1,364 | 1,148 |
| Equity compensation expense from awards issued | 2,939 | 2,154 |
| Deferred income tax expense | (15) | 147 |
| Change in operating right of use assets | 792 | 751 |
| Changes in operating assets and liabilities: | ||
| Accounts receivable and contract assets | (5,249) | (5,207) |
| Prepaid expenses and other current assets | 2,865 | (475) |
| Net of transit accounts receivable and payable | (9,330) | (311) |
| Accounts payable and accrued expenses | (69) | (760) |
| Accrued payroll and related costs | 2,860 | 433 |
| Operating lease liabilities | (809) | (686) |
| Income taxes payable | (108) | (106) |
| Deferred revenue | 2,098 | 161 |
| Deposits | (48) | 98 |
| Total adjustments and changes in operating assets and liabilities | (2,710) | (2,653) |
| Net cash provided by operating activities | 7,520 | 7,807 |
| Cash flows from investing activities: | ||
| Property and equipment acquired | (1,398) | (1,589) |
| Net cash used in investing activities | (1,398) | (1,589) |
| Cash flows from financing activities: | ||
| Net repayments under line of credit | (3,432) | (327) |
| Issuance of stock for employee stock purchase plan | 615 | 728 |
| Payment of taxes on restricted share awards | (938) | (1,317) |
| Changes in finance lease obligations | (601) | (418) |
| Purchase of treasury stock | (5,115) | (7,801) |
| Net cash used in financing activities | (9,471) | (9,135) |
| Effect of exchange rate changes on cash and cash equivalents | (71) | (211) |
| Decrease in cash and cash equivalents | (3,420) | (3,128) |
| Cash and cash equivalents at beginning of period | 4,729 | 6,284 |
| Cash and cash equivalents at end of period | $1,309 | $3,156 |
| Supplemental cash flow information: | ||
| Cash paid for: | ||
| Interest | $2,045 | $1,545 |
| Income taxes | $3,830 | $4,746 |
| Non-cash financing activities: | ||
| Right of use assets in exchange for lease obligations | $327 | $3,264 |
| Software purchased under finance lease | $222 | $2,172 |
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 andthirty-nine weeks ended* September 27, 2025and September 28, 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 Quarters | Weeks | Fiscal 2024 Quarters | Weeks |
|---|---|---|---|
| March 29, 2025 | Thirteen | March 30, 2024 | Thirteen |
| June 28, 2025 | Thirteen | June 29, 2024 | Thirteen |
| September 27, 2025 | Thirteen | September 28, 2024 | Thirteen |
| January 3, 2026 | Fourteen | December 28, 2024 | Thirteen |
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 andthirty-nine weeks ended* September 27, 2025and September 28, 2024:*
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||
|---|---|---|---|---|
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | |
| Specialty Health Care: | ||||
| Time and Material | $29,563 | $26,114 | $114,957 | $100,530 |
| Permanent Placement Services | 436 | 440 | 1,147 | 1,138 |
| Total Specialty Health Care | $29,999 | $26,554 | $116,104 | $101,668 |
| Engineering: | ||||
| Time and Material | $14,134 | $11,810 | $43,648 | $34,273 |
| Fixed Fee | 17,280 | 12,357 | 46.430 | 35,907 |
| Total Engineering | 31,414 | $24,167 | $90,078 | $70,180 |
| Life Sciences, Data and Solutions: | ||||
| Time and Material | $5,977 | $7,139 | $17,891 | $23,962 |
| Permanent Placement Services | 6 | 76 | 192 | 187 |
| Fixed Fee | 2,893 | 2,429 | 8,663 | 5,471 |
| Total Life Sciences, Data and Solutions | $8,876 | $9,644 | $26,746 | $29,620 |
| $70,289 | $60,365 | $232,928 | $201,468 | |
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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 $6.2 million of deferred revenue as of* September 27, 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 week periods ended* September 27, 2025,and September 28, 2024,the Company didnot recognize any revenue that was included in deferred revenue at the beginning of the reporting period. For thethirty-nine* weeks ended* September 27, 2025and September 28, 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 fiscal year.
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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 thethirty-nine weeks ended* September 27, 2025,the Company hadtwo customers exceed10%* of consolidated revenue, representing 19.6% and 13.2% of consolidated revenue, respectively. During thethirty-nine weeks ended* September 28, 2024,the Company hadtwo customers exceed10%* of consolidated revenue, representing 18.7% and 14.1% 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:
| September 27, 2025 | December 28, 2024 | |
|---|---|---|
| Billed | $52,537 | $55,224 |
| Unbilled | 22,943 | 16,931 |
| Contract assets | 9,304 | 7,375 |
| Provision for credit losses | (1,541) | (1,570) |
| Accounts receivable and contract assets, net | $83,243 | $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.
14
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 $6.2 million and related transit accounts payable was $13.4 million, for a net payable of $7.2 million, as of* September 27, 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:
| September 27, 2025 | December 28, 2024 | |
|---|---|---|
| Computers and systems | $9,852 | $8,448 |
| Equipment and furniture | 425 | 306 |
| Leasehold improvements | 653 | 590 |
| Laboratory equipment | 229 | 196 |
| 11,159 | $9,540 | |
| Less: accumulated depreciation and amortization | 3,535 | 2,172 |
| Property and equipment, net | $7,624 | $7,368 |
The Company periodically writes off fully depreciated and amortized assets. The Company wrote off fully depreciated and amortized assets of $1 during thethirty-nine week period ended* September 27, 2025,and $166 during thethirty-nine* week period ended* September 28, 2024.Depreciation and amortization expense of property and equipment for thethirteen* weeks ended* September 27, 2025and September 28, 2024was $539 and $393, respectively. Depreciation and amortization expense of property and equipment for thethirty-nine* weeks ended* September 27, 2025and September 28, 2024*was $1,364 and $1,012, respectively.
15
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* September 27, 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 September 27, 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 September 27, 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* September 27, 2025are capped at a cumulative maximum of $0.2 million. The Company didnot pay contingent consideration during thethirty-nine* week periods ended* September 27, 2025and September 28, 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 or circumstances indicate that the fair value of goodwill* maybe below its carrying amount. The Company reviewed industry and market conditions, reported unit-specific events, and overall financial performance, and determined thatno* indicators of impairment of goodwill existed during thethirty-nine weeks ended* September 27, 2025.As such, no impairment loss on the Company’s intangible assets during thethirty-nine* weeks ended* September 27, 2025,*was recorded because of such review.
The carrying amount of goodwill as of* September 27, 2025,and December 28, 2024,*was as follows:
| Engineering | Specialty Health Care | Life Sciences, Data and Solutions | Total |
|---|---|---|---|
| $11,918 | $2,398 | $7,831 | $22,147 |
16
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 thethirty-nine weeks ended* September 27, 2025and September 28, 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* September 27, 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* September 27, 2025and December 28, 2024were $31.5 million and $35.0 million, respectively. There were letters of credit outstanding at September 27, 2025and December 28, 2024for $13.1 million and $7.4 million, respectively. At September 27, 2025and December 28, 2024,*the Company had availability for additional borrowings under the Revolving Credit Facility of $20.4 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 andthirty-nine weeks ended* September 27, 2025and September 28, 2024*was determined as follows:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||
|---|---|---|---|---|
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | |
| Basic weighted average shares outstanding | 7,409,009 | 7,634,113 | 7,477,434 | 7,783,481 |
| Dilutive effect of outstanding restricted share awards | 205,686 | 155,333 | 179,495 | 206,757 |
| Diluted weighted average shares outstanding | 7,614,695 | 7,789,446 | 7,656,929 | 7,990,238 |
For all periods presented, there wereno anti-dilutive shares included in the calculation of common stock equivalents as there wereno stock options outstanding.
17
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:
| September 27, 2025 | December 28, 2024 | |
|---|---|---|
| Time-based restricted stock awards outstanding | 231,248 | 289,421 |
| Performance-based restricted stock awards outstanding | 287,263 | 300,000 |
| Future grants of options or shares | 247,417 | 295,680 |
| Shares reserved for employee stock purchase plan | 216,574 | 252,119 |
| Total | 982,502 | 1,137,220 |
| 10. | Share-Based Compensation |
At* September 27, 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* September 27, 2025and September 28, 2024was $1,033 and $767, respectively. Share-based compensation expense for thethirty-nine* weeks ended* September 27, 2025and September 28, 2024was $2,939 and $2,154, respectively. Share-based compensation expense for performance-based equity agreements was $1.9 million and $1.1 million for the for thethirty-nine* weeks ended* September 27, 2025and September 28, 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* September 27, 2025,the Company had $7.3 million of total unrecognized compensation cost, with approximately $2.2 million related to time-based non-vested share-based awards outstanding and $5.1 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.
18
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)
| 10. | Share-Based Compensation (Continued) |
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* June 30, 2025 (thefirst* business day following the previous offering period) was 17,353. As of* September 27, 2025,there were 216,574 shares available for issuance under the Purchase Plan. Compensation expense, representing the discount to the quoted market price, for the Purchase Plan for thethirty-nine* weeks ended* September 27, 2025and September 28, 2024*was $223 and $246, respectively.
19
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)
| 10. | Share-Based Compensation (Continued) |
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* September 27, 2025,there wereno accrued dividends. Dividends for stock awards that ultimately donot* vest are forfeited.
As of* September 27, 2025,under the2014* Plan,231,248 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 thethirty-nine weeks ended* September 27, 2025and September 28, 2024*was $13.6 million and $11.1 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 thethirty-nine weeks ended* September 27, 2025:*
| Number of Time-Based Restricted Stock Awards | Weighted Average Grant Date Fair Value per Share | |
|---|---|---|
| Outstanding non-vested at December 28, 2024 | 289,421 | $12.65 |
| Granted | 18,500 | $16.26 |
| Vested | (56,673) | $13.15 |
| Forfeited or expired | (20,000) | $6.15 |
| Outstanding non-vested at September 27, 2025 | 231,248 | $13.37 |
Based on the closing price of the Company’s common stock of $27.01 per share on* September 26, 2025 (the last trading day prior to September 27, 2025),the intrinsic value of the time-based non-vested restricted stock awards at September 27, 2025was approximately $6.2 million. As of September 27, 2025,there was approximately $2.2 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.*
20
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)
| 10. | Share-Based Compensation (Continued) |
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 thethirty-nine weeks ended* September 27, 2025:*
| Number of Performance- Based Restricted Stock Awards | Weighted Average Grant Date Fair Value per Share | |
|---|---|---|
| Outstanding non-vested at December 28, 2024 | 300,000 | $28.79 |
| Granted | 99,763 | $16.20 |
| Vested | (62,500) | $29.00 |
| Forfeited or expired | (50,000) | $27.73 |
| Outstanding non-vested at September 27, 2025 | 287,263 | $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 agreements was $0.7 million and $0.5 million for thethirteen week periods ended* September 27, 2025and September 28, 2024,respectively. Share-based compensation for performance-based equity agreement was $1.9 million and $1.1 milion for thethirty-nine* week periods ended* September 27, 2025and September 28, 2024,*respectively.
There wereno immediately vested share awards during thethirty-nine weeks ended* September 27, 2025or September 28, 2024.*
21
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 thethirty-nine weeks ended* September 27, 2025,the Company purchased 301,640 shares at an average price of $16.89 per share. During thethirty-nine* weeks ended* September 28, 2024,the Company purchased 407,653 shares at an average price of $19.09 per share. As of September 27, 2025,*the Company had $37.1 million available for future treasury stock purchases.
The Company accrued $18 in excise tax associated with its Treasury Stock Repurchase Plan during thethirty-nine weeks ended* September 27, 2025.The Company accrued $25 in excise tax associated with its Treasury Stock Repurchase Plan during thethirty-nine* weeks ended* September 28, 2024.*Excise tax is recorded directly to additional paid-in capital.
During thethirty-nine weeks ended* September 27, 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 related to the vested shares. During thethirty-nine* weeks ended* September 28, 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 related to 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.
In* July 2025,the FASB issued ASU2025*-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (Financial Instruments – Credit Losses (Topic326) This amendment allows entities to elect a practical expedient that all entities can use when estimating receivable and contract assets arising from transactions accounted for under ASC606, revenue from contracts with customers. The amendment adds a practical expedient and an accounting policy election. The ASU is effective for annual reporting periods beginning after* December 15, 2025.*We are currently evaluating the provisions of this ASU.
22
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, unless otherwise indicated)
In* August 2025,the FASB issued ASU2025*-06, Intangibles -Goodwill and Other – Internal-Use Software (Subtopic350-40). The narrowly drawn changes primarily focus on how companies decide when to count software development costs as an asset (capitalize them). Under the new guidance, a company can capitalize software costs oncetwo conditions are met: the company’s leadership has approved and committed to funding the project and, and it is likely the project will be finished, and the software will work as intended. The ASU is effective for annual reporting periods beginning after* December 15, 2027.*We are currently evaluating the provisions of this ASU.
| 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 following tables 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 September 27, 2025 · Specialty Health Care · Engineering · Life Sciences, Data & Solutions · Corporate · Total | |||||||
|---|---|---|---|---|---|---|---|
| Revenue | $30,000 | $31,419 | $8,870 | $ | - | $70,289 | |
| Cost of services | 21,010 | 24,507 | 5,362 | - | 50,879 | ||
| Gross profit | 8,990 | 6,912 | 3,508 | - | 19,410 | ||
| Selling, general and administrative | 6,205 | 2,945 | 1,411 | 4,372 | 14,933 | ||
| Depreciation and amortization of property and equipment | 83 | 217 | 34 | 205 | 539 | ||
| Operating income (loss) | $2,702 | $3,750 | $2,063 | $(4,577) | $3,938 | ||
| Total assets as of September 27, 2025 | $48,018 | $56,313 | $16,918 | $8,566 | $129,815 | ||
| Property and equipment acquired | $65 | $140 | $ | - | $293 | $498 | |
23
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 (Continued) |
| Thirteen Weeks Ended September 28, 2024 · Specialty Health Care · Engineering · Life Sciences, Data & Solutions · Corporate · Total | |||||||
|---|---|---|---|---|---|---|---|
| Revenue | $26,554 | $24,167 | $9,644 | $ | - | $60,365 | |
| Cost of services | 18,271 | 18,273 | 5,980 | - | 42,524 | ||
| Gross profit | 8,283 | 5,894 | 3,664 | - | 17,841 | ||
| Selling, general and administrative | 4,947 | 2,872 | 1,647 | 3,552 | 13,018 | ||
| Depreciation and amortization of property and equipment | 102 | 168 | 41 | 82 | 393 | ||
| Amortization of acquired intangible assets | - | - | 45 | - | 45 | ||
| Operating income (loss) | $3,234 | $2,854 | $1,931 | $(3,634) | $4,385 | ||
| Total assets as of September 28, 2024 | $40,525 | $52,321 | $21,681 | $11,018 | $125,545 | ||
| Property and equipment acquired | $68 | $378 | $ | - | $76 | $522 | |
| Thirty-Nine Weeks Ended September 27, 2025 · Specialty Health Care · Engineering · Life Sciences, Data & Solutions · Corporate · Total | ||||||
|---|---|---|---|---|---|---|
| Revenue | $116,105 | $90,082 | $26,741 | $ | - | $232,928 |
| Cost of services | 82,634 | 70,496 | 16,133 | - | 169,263 | |
| Gross profit | 33,471 | 19,586 | 10,608 | - | 63,665 | |
| Selling, general and administrative | 18,249 | 9,095 | 4,326 | 13,509 | 45,179 | |
| Depreciation and amortization of property and equipment | 270 | 547 | 112 | 435 | 1,364 | |
| Operating income (loss) | $14,952 | $9,944 | $6,170 | $(13,944) | $17,122 | |
| Total assets as of September 27, 2025 | $48,018 | $56,313 | $16,918 | $8,566 | $129,815 | |
| Property and equipment acquired | $194 | $382 | $32 | $790 | $1,398 | |
24
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 (Continued) |
| Thirty-Nine Weeks Ended September 28, 2024 · Specialty Health Care · Engineering · Life Sciences, Data & Solutions · Corporate · Total | ||||||
|---|---|---|---|---|---|---|
| Revenue | $101,668 | $70,180 | $29,620 | $ | - | $201,468 |
| Cost of services | 71,672 | 52,818 | 18,769 | - | 143,259 | |
| Gross profit | 29,996 | 17,362 | 10,851 | - | 58,209 | |
| Selling, general and administrative | 15,701 | 8,684 | 5,378 | 10,999 | 40,762 | |
| Depreciation and amortization of property and equipment | 282 | 444 | 109 | 177 | 1,012 | |
| Amortization of acquired intangible assets | - | - | 136 | - | 136 | |
| Potential stock issuance and financial transactions | - | - | - | 259 | 259 | |
| Operating income (loss) | $14,013 | $8,234 | $5,228 | $(11,435) | $16,040 | |
| Total assets as of September 28, 2024 | $40,525 | $52,321 | $21,681 | $11,018 | $125,545 | |
| Property and equipment acquired | 235 | $622 | $20 | $712 | $1,589 | |
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 andthirty-nine weeks ended* September 27, 2025and September 28, 2024*was as follows:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||
|---|---|---|---|---|
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | |
| Revenue | ||||
| United States | $61,374 | $55,322 | $213,438 | $185,742 |
| Canada | 1,749 | 1,895 | 5,608 | 4,982 |
| Puerto Rico | 1,523 | 1,568 | 4,674 | 5,588 |
| Europe | 5,643 | 1,580 | 9,208 | 5,156 |
| $70,289 | $60,365 | $232,928 | $201,468 | |
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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 (Continued) |
Total assets by geographic area as of the reported periods were as follows:
| September 27, 2025 | December 28, 2024 | |
|---|---|---|
| Total assets | ||
| United States | $121,267 | $123,905 |
| Canada | 1,770 | 1,423 |
| Puerto Rico | 2,475 | 3,286 |
| Europe | 4,013 | 3,408 |
| Philippines | 290 | 55 |
| $129,815 | $132,077 | |
| 14. | Income Taxes |
The Company recognized $4.7 million of income tax expense for thethirty-nine weeks ended* September 27, 2025as compared to $4.0 million for the comparable prior-year period. The consolidated effective income tax rate for the current period was 31.3% as compared to 27.5% for the comparable prior-year period. The effective income tax rates for thethirty-nine* weeks ended* September 27, 2025,*were approximately 32.1%,26.2%,68.1%, and 24.4% in the United States, Canada, Europe, and the Philippines, 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%,26.2%, and 13.1% 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 high effective tax rate in Europe during the current period is due to low pretax income and certain fixed taxes.
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 impact on income taxes due to change in legislation is required, under Accounting Standards Codification (“ASC”)740, Income Taxes, to be recognized in the period in which the law is enacted, which is this fiscal year. In general, the OBBBA introduces changes to U.S. taxation, including changes in the taxation of non-U.S. income. The Company assessed the changes and concluded that they werenot* material.
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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* September 27, 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* September 27, 2025,*the Company had accrued $0.4 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 Ended | Thirty-Nine Weeks Ended | |||
|---|---|---|---|---|
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | |
| Operating lease cost | $351 | $332 | $1,046 | $1,017 |
| Finance lease cost | ||||
| Amortization of right of use assets | $237 | $181 | $599 | $413 |
| Interest on lease liabilities | 17 | 24 | 55 | 24 |
| Total finance lease cost | $254 | $205 | $654 | $437 |
Supplemental Cash Flow information related to leases was as follows:
| Thirteen Weeks Ended · Thirty-Nine Weeks Ended | |||||
|---|---|---|---|---|---|
| September 27, 2025 · September 28, 2024 · September 27, 2025 · September 28, 2024 | |||||
| Cash paid for amounts included in the measurement of lease liabilities | |||||
| Operating cash flows from operating leases | $367 | $300 | $1,043 | $862 | |
| Operating cash flows from finance leases | $18 | $ | - | $60 | $1 |
| Financing cash flows from finance leases | $232 | $193 | $577 | $426 | |
| Right of use assets obtained in exchange for lease obligations | |||||
| Operating leases | $59 | $ | - | $327 | $3,264 |
| Finance leases | $222 | $2,172 | $222 | $2,172 | |
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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* September 27, 2025and December 28, 2024*related to leases was as follows:
| September 27, 2025 | December 28, 2024 | |
|---|---|---|
| Operating leases | ||
| Operating lease right of use assets | $4,708 | $5,174 |
| Operating right of use liability - current | $(1,121) | $(1,046) |
| Operating right of use liability - non-current | (3,796) | (4,355) |
| Total operating lease liabilities | $(4,917) | $(5,401) |
| Property and equipment - (right of use assets) | $2,395 | $2,172 |
| Accumulated depreciation | (961) | (362) |
| Property and equipment, net | $1,434 | $1,810 |
| Finance lease liability - current | $(889) | $(698) |
| Finance lease liability - non-current | (566) | (1,112) |
| Total finance lease liabilities | $(1,455) | $(1,810) |
| Weighted average remaining lease term in years | ||
| Operating leases | 3.70 | 4.41 |
| Finance leases | 1.64 | 2.50 |
| Weighted average discount rate | ||
| Operating leases | 6.36% | 6.36% |
| Finance leases | 4.80% | 4.88% |
Maturities of lease liabilities are as follows:
| Fiscal Year | Operating Leases | Finance Leases |
|---|---|---|
| 2025 (After September 27, 2025) | $356 | $250 |
| 2026 | 1,328 | 886 |
| 2027 | 1,135 | 387 |
| 2028 | 1,012 | - |
| 2029 | 665 | - |
| Thereafter | 1,168 | - |
| Total lease payments | $5,664 | $1,523 |
| Less: imputed interest | (747) | (68) |
| Total | $4,917 | $1,455 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.