RCM TECHNOLOGIES, INC.
For the period ended Apr 4, 2026. Filed May 14, 2026.
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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.
Apr 4, 2026 · Filed May 14, 2026
Contents
Item 1. Condensed Consolidated Financial Statements
| Condensed Consolidated Balance Sheets as of April 4, 2026 (Unaudited) and January 3, 2026 | 4 | |
| Unaudited Condensed Consolidated Statements of Operations for the Thirteen Weeks Ended April 4, 2026 and March 29, 2025 | 5 | |
| Unaudited Condensed Consolidated Statements of Comprehensive Income for the Thirteen Weeks Ended April 4, 2026 and March 29, 2025 | 6 | |
| Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Thirteen Weeks Ended April 4, 2026 and March 29, 2025 | 7 | |
| Unaudited Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks Ended April 4, 2026 and March 29, 2025 | 8 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 9 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 |
|---|---|---|
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 42 |
| Item 4. | Controls and Procedures | 42 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 44 |
| Item 1A. | Risk Factors | 44 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 44 |
| Item 3. | Defaults Upon Senior Securities | 44 |
| Item 4. | Mine Safety Disclosures | 44 |
| Item 5. | Other Information | 44 |
| Item 6. | Exhibits | 45 |
| Signatures | 46 | |
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 “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “believe,” “goal,” and similar expressions are intended to identify forward-looking statements. The inclusion of forward-looking statements should not be regarded as a representation by us that any of our plans will be achieved, and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether because 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 providing service to the healthcare industry or other potential pandemics; having a significant portion of our condensed consolidated revenues contributed by a concentrated group of customer during the thirteen weeks ended April 4, 2026; 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 January 3, 2026 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
(In thousands, except share amounts)
| April 4, | January 3, | |
|---|---|---|
| 2026 | 2026 | |
| (Unaudited) | ||
| Current assets: | ||
| Cash | $2,621 | $2,922 |
| Accounts receivable and contract assets, net of provision for credit losses of $1,229 at April 4, 2026 and $1,229 at January 3, 2026 | 85,155 | 81,243 |
| Transit accounts receivable | 6,669 | 8,017 |
| Prepaid expenses and other current assets | 7,130 | 7,704 |
| Total current assets | 101,575 | 99,886 |
| Property and equipment, net | 6,809 | 7,265 |
| Other assets: | ||
| Deposits | 259 | 261 |
| Deferred income taxes | 6 | 6 |
| Goodwill | 22,147 | 22,147 |
| Operating right-of-use asset | 4,531 | 4,832 |
| Total other assets | 26,943 | 27,246 |
| Total assets | $135,327 | $134,397 |
| Current liabilities: | ||
| Accounts payable and accrued expenses | $10,157 | $9,649 |
| Transit accounts payable | 14,658 | 16,247 |
| Accrued payroll and related costs | 12,280 | 10,784 |
| Finance lease payable | 797 | 843 |
| Income taxes payable | 383 | 391 |
| Operating lease liabilities | 1,207 | 1,209 |
| Deferred revenue | 13,354 | 14,761 |
| Total current liabilities | 52,836 | 53,884 |
| Deferred income taxes, net, domestic | 5,673 | 5,673 |
| Finance lease payable, net of current position | 191 | 380 |
| Operating lease liabilities, net of current position | 3,542 | 3,813 |
| Borrowings under revolving credit facility | 28,801 | 24,673 |
| Total liabilities | 91,043 | 88,423 |
| 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; 18,025,584 shares issued and 7,024,377 shares outstanding at April 4, 2026 and 18,004,241 shares issued and 7,351,400 shares outstanding at January 3, 2026 | 901 | 900 |
| Additional paid-in capital | 123,542 | 122,244 |
| Accumulated other comprehensive loss | (2,959) | (2,814) |
| Retained earnings | 14,240 | 10,396 |
| Treasury stock at cost, 11,001,207 shares at April 4, 2026, and 10,652,841 shares at January 3, 2026 | (91,440) | (84,752) |
| Total stockholders’ equity | 44,284 | 45,974 |
| Total liabilities and stockholders’ equity | $135,327 | $134,397 |
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Thirteen Weeks Ended April 4, 2026, and March 29, 2025 (Unaudited) (In thousands, except per share amounts)
| Thirteen Weeks Ended | ||
|---|---|---|
| April 4, 2026 | March 29, 2025 | |
| Revenue | $83,038 | $84,473 |
| Cost of services | 61,017 | 62,495 |
| Gross profit | 22,021 | 21,978 |
| Operating costs and expenses | ||
| Selling, general, and administrative | 15,529 | 14,971 |
| Depreciation and amortization of property and equipment | 554 | 424 |
| Operating costs and expenses | 16,083 | 15,395 |
| Operating income | 5,938 | 6,583 |
| Other expense (income) | ||
| Interest expense and other, net | 626 | 651 |
| (Gain) loss on foreign currency transactions | (64) | 47 |
| Other expense (income), net | 562 | 698 |
| Income before income taxes | 5,376 | 5,885 |
| Income tax expense | 1,532 | 1,699 |
| Net income | $3,844 | $4,186 |
| Basic net earnings per share | $0.53 | $0.55 |
| Diluted net earnings per share | $0.52 | $0.54 |
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Thirteen Weeks Ended April 4 2026, and March 29, 2025 (Unaudited) (In thousands)
| Thirteen Weeks Ended | ||
|---|---|---|
| April 4, 2026 | March 29, 2025 | |
| Net income | $3,844 | $4,186 |
| Other comprehensive (loss) income | (145) | 2 |
| Comprehensive income | $3,699 | $4,188 |
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Thirteen Weeks Ended April 4, 2026, and March 29, 2025 (Unaudited) (In thousands, except share amounts)
| Common Stock · Additional · Accumulated Other · Treasury Stock | ||||||||
|---|---|---|---|---|---|---|---|---|
| Issued Shares | Amount | Paid-in Capital | Comprehensive Loss | Retained Earnings | Shares | Amount | Total | |
| Balance, January 3, 2026 | 18,004,241 | $900 | $122,244 | $(2,814) | $10,396 | 10,652,841 | $(84,752) | $45,974 |
| Issuance of stock under employee stock purchase plan | 18,270 | 1 | 307 | - | - | - | - | 308 |
| Equity compensation expense from awards issued | - | - | 1,008 | - | - | - | - | 1,008 |
| Purchase of treasury stock | - | - | - | - | - | 348,366 | (6,688) | (6,688) |
| Issuance of stock upon vesting of restricted share awards | 3,901 | - | - | - | - | - | - | - |
| Retirement of common shares | (828) | - | (17) | - | - | - | - | (17) |
| Foreign currency translation adjustment | - | - | - | (145) | - | - | - | (145) |
| Net income | - | - | - | - | 3,844 | - | - | 3,844 |
| Balance, April 4, 2026 | 18,025,584 | $901 | $123,542 | $(2,959) | $(14,240) | 11,001,207 | $(91,440) | $44,284 |
| Common Stock · Additional · Accumulated Other · Treasury Stock | ||||||||
|---|---|---|---|---|---|---|---|---|
| Issued Shares | Amount | Paid-in Capital | Comprehensive Loss | Accumulated Deficit | 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 | (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 |
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Thirteen Weeks Ended April 4, 2026, and March 29, 2025 (Unaudited) (In thousands)
| Thirteen Weeks Ended | |||
|---|---|---|---|
| April 4, 2026 · March 29, 2025 | |||
| Cash flows from operating activities: | |||
| Net income | $3,844 | $4,186 | |
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
| Depreciation and amortization | 554 | 424 | |
| Equity compensation expense from awards issued | 1,008 | 773 | |
| Deferred income tax expense | - | (5) | |
| Change in operating right-of-use assets | 301 | 267 | |
| Changes in operating assets and liabilities: | |||
| Accounts receivable | (3,892) | 9,558 | |
| Prepaid expenses and other current assets | 576 | 1,787 | |
| Net of transit accounts receivable and payable | (242) | (4,393) | |
| Accounts payable and accrued expenses | 710 | 1,358 | |
| Accrued payroll and related costs | 1,493 | 2,665 | |
| Operating lease liabilities | (274) | (241) | |
| Income taxes payable | (9) | (71) | |
| Deferred revenue | (1,401) | 356 | |
| Deposits | 2 | (4) | |
| Total adjustments and changes in operating assets and liabilities | (1,174) | 12,474 | |
| Net cash provided by operating activities | 2,670 | 16,660 | |
| Cash flows from investing activities: | |||
| Property and equipment acquired | (97) | (427) | |
| Net cash used in investing activities | (97) | (427) | |
| Cash flows from financing activities: | |||
| Net borrowings (repayments) under revolving credit facility | 4,128 | (11,553) | |
| Issuance of stock for employee stock purchase plan | 308 | 281 | |
| Retirement of common shares | (17) | (939) | |
| Changes in finance lease obligations | (235) | (184) | |
| Purchase of treasury stock | (6,688) | (3,188) | |
| Net cash used in financing activities | (2,504) | (15,583) | |
| Effect of exchange rate changes on cash | (370) | (198) | |
| (Decrease) increase in cash | (301) | 452 | |
| Cash at beginning of period | 2,922 | 4,729 | |
| Cash at end of period | $2,621 | $5,181 | |
| Supplemental cash flow information: | |||
| Cash paid for: | |||
| Interest | $1,284 | $740 | |
| Income taxes | $457 | $494 | |
| Non-cash operating activities: | |||
| Acquisition of right-of-use assets in exchange for lease obligations | $ | - | $233 |
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* January 3, 2026,included 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 weeks ended* April 4, 2026,and March 29, 2025arenot* 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 2, 2027 (fiscal2026*) is a52-week reporting year, and the prior fiscal year ended* January 3, 2026 (fiscal2025*) was a53-week reporting year. The fiscal quarters for fiscal2026 and fiscal2025 align as follows:
| Fiscal 2026 Quarters | Weeks | Fiscal 2025 Quarters | Weeks |
|---|---|---|---|
| April 4, 2026 | Thirteen | March 29, 2025 | Thirteen |
| July 4, 2026 | Thirteen | June 28, 2025 | Thirteen |
| October 3, 2026 | Thirteen | September 27, 2025 | Thirteen |
| January 2, 2027 | Thirteen | January 3, 2026 | Fourteen |
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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 revolving credit facility approximates fair value due to their liquidity or their short-term nature and the revolving credit facility ’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 among 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 weeks ended* April 4, 2026and March 29, 2025:*
| Thirteen Weeks Ended | ||
|---|---|---|
| April 4, 2026 | March 29, 2025 | |
| Specialty Healthcare: | ||
| Time and Material | $47,785 | $42,872 |
| Permanent Placement Services | 319 | 411 |
| Total Specialty Healthcare | $48,104 | $43,283 |
| Engineering: | ||
| Time and Material | $12,778 | $14,507 |
| Fixed Fee | 13,359 | 17,635 |
| Total Engineering | $26,137 | $32,142 |
| Life Sciences, Data and Solutions: | ||
| Time and Material | $5,957 | $6,030 |
| Permanent Placement Services | 147 | 71 |
| Fixed Fee | 2,693 | 2,947 |
| Total Life Sciences, Data and Solutions | $8,797 | $9,048 |
| $83,038 | $84,473 | |
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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 Healthcare segment predominantly generates revenue from time-and-materials arrangements. In contrast, its Engineering and Life Sciences, Data and Solutions segments generate revenue from both time-and-materials and fixed-fee arrangements. Revenue from time-and-materials contracts is recognized over time as performance obligations are satisfied, because the customer simultaneously receives and consumes the benefits of the services performed. These contracts are typically based on the number of hours worked at contractually agreed-upon rates. Accordingly, revenue is recognized based on hours worked at contracted rates, which represents an output method that directly reflects the value of services transferred to the customer.
Fixed Fee
From time to time, primarily within the Engineering segment, the Company enters into fixed-fee contracts requiring the delivery of specified services or project-based deliverables. The Company operates under master services agreements that establish general terms and conditions, with project-specific purchase orders defining the scope, pricing, and duration of individual engagements, which are typically performed oversix tonine months.
Revenue from fixed-fee arrangements is recognized over time as performance obligations are satisfied, as the customer simultaneously receives and consumes the benefits of the services performed. The Company measures progress toward completion using either an input method (e.g., costs incurred relative to total estimated costs) or an output method (e.g., achievement of contractual milestones or delivery of specified units), depending on which method best depicts the transfer of control of services to the customer. The Company primarily applies an input method based on costs incurred relative to total estimated costs (cost-to-cost method). In contrast, output methods are used in arrangements in which milestones or deliverables correspond directly to the transfer of control to the customer.
Billings in excess of revenue recognized are recorded as contract liabilities (deferred revenue), while revenue recognized in excess of billings is recorded as contract assets. Certain contracts* may*include provisions that limit total billings or the timing of revenue recognition. The Company evaluates contracts for potential losses and records provisions for estimated losses in the period such losses become probable and can be reasonably estimated. Costs incurred in fulfilling contracts are expensed as incurred unless they qualify for capitalization under applicable accounting guidance.
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. If 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 $13.4 million of deferred revenue as of* April 4, 2026.Deferred revenue was $14.8 million as of January 3, 2026.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* April 4, 2026and March 29, 2025,*the Company recognized revenue of$6.4 million and $3.1 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 thethirteen weeks ended* April 4, 2026,the Company hadtwo customers exceed10%* of consolidated revenue, representing 25.1% and 15.3% of consolidated revenue, respectively. During thethirteen weeks ended* March 29, 2025,the Company hadtwo customers exceed10%* of consolidated revenue, representing 21.1% and 13.0% of consolidated revenue, respectively. In both periods presented, the customers are included in the Company’s Specialty Healthcare segment.
| 4. | Accounts Receivable, Transit Accounts Receivable and Transit Accounts Payable |
The Company’s accounts receivable and contract assets, net comprise the following:
| April 4, 2026 | January 3, 2026 | |
|---|---|---|
| Billed | $56,887 | $47,987 |
| Unbilled | 17,323 | 23,942 |
| Contract assets | 12,174 | 10,543 |
| Provision for credit losses | (1,229) | (1,229) |
| Accounts receivable and contract assets, net | $85,155 | $81,243 |
Unbilled receivables primarily represent revenue earned, whereby those services are ready to be billed as of the balance sheet ending date. Contract assets primarily represent revenue earned under contracts that the Company contractually invoices at future dates.
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 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.
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 $6.7 million and related transit accounts payable was $14.7 million, for a net payable of $8.0 million, as of* April 4, 2026.The transit accounts receivable was $8.0 million and related transit accounts payable was $16.2 million, for a net payable of $8.2 million, as of January 3, 2026.*
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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)
| 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:
| April 4, 2026 | January 3, 2026 | |
|---|---|---|
| Computers and systems | $9,612 | $9,486 |
| Equipment and furniture | 453 | 440 |
| Leasehold improvements | 684 | 723 |
| Laboratory equipment | 218 | 221 |
| 10,967 | 10,870 | |
| Less: accumulated depreciation and amortization | 4,158 | 3,605 |
| Property and equipment, net | $6,809 | $7,265 |
The Company periodically writes off fully depreciated and amortized assets. The Company didnot write off any fully depreciated and amortized assets during thethirteen week periods ended* April 4, 2026and March 29, 2025.Depreciation and amortization expense of property and equipment for thethirteen* weeks ended* April 4, 2026and March 29, 2025*was $554 and $424, respectively.
| 6. | Acquisitions and Divestitures |
The purchase method of accounting in accordance with FASB ASC805, “Business Combinations,” was applied for all acquisitions. This requires the cost of an acquisition to be allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition with the excess cost accounted for as goodwill. Goodwill arising from the acquisitions is attributable to expected sales synergies from combining the operations of the acquired business with those of the Company.
As of both* April 4, 2026,and January 3, 2026there wereno* active acquisitions whereby contingent consideration could be paid.
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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)
| 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 thethirteen weeks ended* April 4, 2026.As such, no impairment loss on the Company’s intangible assets during thethirteen* weeks ended* April 4, 2026*was recorded as a result of such review.
The carrying amount of goodwill as of* April 4, 2026and January 3, 2026*was as follows:
| Engineering | Specialty Healthcare | Life Sciences, Data and Solutions | Total |
|---|---|---|---|
| $11,918 | $2,398 | $7,831 | $22,147 |
| 8. | Revolving Credit Facility |
On* December 3, 2024,the Company entered into a Fifth Amended and Restated Loan Agreement (the “Fifth Amended and Restated Loan Agreement” or the “Revolving Credit Facility”) 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.*
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.*
On* February 20, 2026,the Company amended (Amendment1*) the Fifth Amended and Restated Loan Agreement. Under Amendment1, the total commitment is increased from a maximum limit of $65.0 million to a maximum limit of $75.0 million. The increased limit applies from* February 20, 2026through August 31, 2026.From and after September 1, 2026*through the Maturity Date of the Fifth Amended and Restated Loan Agreement, the total commitment shall revert to $65.0 million. All other material terms remain unchanged.
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 thethirteen weeks ended* April 4, 2026and March 29, 2025*was 5.7% and 6.0%, 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* April 4, 2026,*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.
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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)
| 8. | Revolving Credit Facility (Continued) |
Borrowings under the Revolving Credit Facility as of* April 4, 2026and January 3, 2026were $28.8 million and $24.7 million, respectively. There were letters of credit outstanding at April 4, 2026and January 3, 2026for $12.9 million and $13.2 million, respectively. At April 4, 2026and January 3, 2026,*the Company had availability for additional borrowings under the Revolving Credit Facility of $33.3 million and $27.1 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 weeks ended* April 4, 2026and March 29, 2025*was determined as follows:
| Thirteen Weeks Ended | ||
|---|---|---|
| April 4, 2026 | March 29, 2025 | |
| Basic weighted average shares outstanding | 7,253,843 | 7,616,460 |
| Dilutive effect of outstanding restricted share awards | 158,472 | 125,021 |
| Diluted weighted average shares outstanding | 7,412,315 | 7,741,481 |
For all periods presented, there wereno stock options outstanding.
Unissued shares of common stock were reserved for the following purposes:
| April 4, 2026 | March 29, 2025 | |
|---|---|---|
| Time-based restricted stock awards outstanding | 172,136 | 215,520 |
| Performance-based restricted stock awards outstanding | 281,407 | 187,500 |
| Future grants of options or shares | 1,252,652 | 365,680 |
| Shares reserved for employee stock purchase plan | 198,304 | 233,927 |
| Total | 1,904,449 | 1,002,627 |
| 10. | Share-Based Compensation |
At* April 4, 2026,the Company hadthree* share-based employee compensation plans, the Employee Stock Purchase Plan, the2014 Omnibus Equity Compensation Plan, and the2025 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.
16
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) |
Share-based compensation expense for thethirteen weeks ended* April 4, 2026and March 29, 2025was $1,008 and $773, respectively. Share-based compensation expense for performance-based equity agreements was $672 and $452 for thethirteen* weeks ended* April 4, 2026and March 29, 2025,*respectively. Share-based compensation expense is included in selling, general and administrative expense in the Company’s condensed consolidated statement of operations.
As of* April 4, 2026,the Company had $5.1 million of total unrecognized compensation cost, with approximately $1.6 million related to time-based non-vested share-based awards outstanding and $3.5 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.
Incentive Share-Based Plans
Employee Stock Purchase Plan
The Company implemented the2001 Employee Stock Purchase Plan (the “Purchase Plan”) with stockholder 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 stockholder 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 stockholder 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* January 5, 2026 (thefirst* business day following the previous offering period) was 18,270. As of* April 4, 2026,there were 198,304 shares available for issuance under the Purchase Plan. Compensation expense, representing the discount to the quoted market price, for the Purchase Plan for both thethirteen* weeks ended* April 4, 2026and March 29, 2025*was $75.
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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)
| 10. | Share-Based Compensation (Continued) |
2014 Omnibus Equity Compensation Plan (the2014 Plan)
The2014 Plan, approved by the Company’s stockholders 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 stockholder 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* April 4, 2025,there wereno accrued dividends. Dividends for stock awards that ultimately donot* vest are forfeited.
As of* April 4, 2026,under the2014* Plan,172,136 time-based shares were outstanding,281,407 performance-based restricted stock awards were outstanding and 252,652 shares were available for awards.
The intrinsic value of all equity grants for thethirteen weeks ended* April 4, 2026and March 29, 2025*was $8.8 million and $6.4 million, respectively. These amounts are based on the equity price on the last trading day in the period presented.
2025 Omnibus Equity Compensation Plan (the2025 Plan)
The2025 Plan, approved by the Company’s stockholders in* December 2025,provided for the issuance of up to 1,000,000 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. The expiration date of the Plan is December 17, 2035,unless the2025* 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 and stock unit 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* April 4, 2026,there wereno accrued dividends. Dividends for stock and stock unit awards that ultimately donot* vest are forfeited.
As of* April 4, 2026,under the2025* Plan, there wereno outstanding equity awards, therefore, up to 1,000,000 shares* maybe awarded subject to the provisions of the2025* Plan.
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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)
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 thethirteen weeks ended* April 4, 2026:*
| Number of Time-Based Restricted Stock Awards | Weighted Average Grant Date Fair Value per Share | |
|---|---|---|
| Outstanding non-vested at January 3, 2026 | 179,037 | $13.52 |
| Granted | - | - |
| Vested | (3,901) | $17.95 |
| Forfeited or expired | (3,000) | $15.60 |
| Outstanding non-vested at April 4, 2026 | 172,136 | $13.17 |
Based on the closing price of the Company’s common stock of $19.30 per share on* April 2, 2026 (the last trading day prior to April 4, 2026),the intrinsic value of the time-based non-vested restricted stock awards at April 4, 2026was approximately $3.3 million. As of April 4, 2026,there was approximately $1.6 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.*
Share-based compensation for time-based equity agreements was $261 and $246 for thethirteen week periods ended* April 4, 2026and March 29, 2025,*respectively
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 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.
The following summarizes the activity in the performance-based restricted stock awards during thethirteen weeks ended* April 4, 2026:*
| Number of Performance- Based Restricted Stock Awards | Weighted Average Grant Date Fair Value per Share | |
|---|---|---|
| Outstanding non-vested at January 3, 2026 | 282,157 | $24.69 |
| Granted | - | - |
| Vested | - | - |
| Forfeited or expired | (750) | $15.60 |
| Outstanding non-vested at April 4, 2026 | 281,407 | $24.72 |
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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 (continued)
Based on the closing price of the Company’s common stock of $19.30 per share on* April 2, 2026 (the last trading day prior to April 4, 2026),the intrinsic value of the performance-based non-vested restricted stock awards at April 4, 2026was approximately $5.5 million. As of April 4, 2026,there was approximately $3.5 million of total unrecognized compensation cost related to performance-based restricted stock awards, which is expected to be recognized over the average weighted remaining vesting period of the restricted stock awards through fiscal2030.*
Share-based compensation for performance-based equity agreements was $672 and $452 for thethirteen week periods ended* April 4, 2026and March 29, 2025,*respectively.
| 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 thethirteen weeks ended* April 4, 2026,the Company purchased 348,366 shares at an average price of $19.03 per share. During thethirteen* weeks ended* March 29, 2025,the Company purchased 183,432 shares at an average price of $17.37 per share. As of April 4, 2026,*the Company had $28.3 million available for future treasury stock purchases.
The Company accrued $62 and $4 for excise tax associated with its Treasury Stock Repurchase Plan during thethirteen weeks ended* April 4, 2026,and March 29, 2025,*respectively. Excise tax is recorded directly to additional paid-in capital.
During thethirteen weeks ended* April 4, 2026,the Company issued and retired 828 shares associated with equity grants that vested, the proceeds of which were used to fund payroll taxes associated the vested shares. During thethirteen* weeks ended* March 29, 2025,*the Company issued and retired 44,681 shares associated with equity grants that vested.
20
RCM TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, unless otherwise indicated)
| 12. | New Accounting Standards and Updates |
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* 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 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.
In* December 2025,the FASB issued ASUNo.* 2025-11, Interim Reporting (Topic270): Narrow-Scope Improvements. The ASU clarifies interim disclosure requirements and the applicability of Topic270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after* December 15, 2027.*Adoption of this ASU can be applied on either a prospective or a retrospective approach. Early adoption is permitted. We are currently evaluating the provisions of this ASU.
In* December 2025,the FASB issued ASUNo.* 2025-12, Codification Improvements. The ASU addressesthirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update arenot intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after* December 15, 2026.The adoption method of this ASU may*vary, on an issue-by-issue basis. Early adoption is permitted. We are currently evaluating the provisions of this ASU.
21
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 of fiscal2025, 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 presented the revised segment results for both fiscal2025 and the prior period 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. Please refer to the segment discussion of the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Report on Form10-Q.
| Thirteen Weeks Ended April 4, 2026 · Specialty Healthcare · Engineering · Life Sciences, Data & Solutions · Corporate · Total | |||||||
|---|---|---|---|---|---|---|---|
| Revenue | $48,104 | $26,137 | $8,797 | $ | - | $83,038 | |
| Cost of services | 34,663 | 20,836 | 5,518 | - | 61,017 | ||
| Gross profit | 13,441 | 5,301 | 3,279 | - | 22,021 | ||
| Selling, general and administrative | 6,683 | 2,703 | 1,198 | 4,945 | 15,529 | ||
| Depreciation and amortization of property and equipment | 122 | 223 | 36 | 173 | 554 | ||
| Operating income | $6,636 | $2,375 | $2,045 | $(5,118) | $5,938 | ||
| Total assets as of April 4, 2026 | $44,955 | $64,288 | $13,525 | $12,559 | $135,327 | ||
| Property and equipment acquired | $33 | $41 | $ | - | $23 | $97 | |
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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) |
| Thirteen Weeks Ended March 29, 2025 · Specialty Healthcare · Engineering · Life Sciences, Data & Solutions · Corporate · Total | ||||||
|---|---|---|---|---|---|---|
| Revenue | $43,283 | $32,142 | $9,048 | $ | - | $84,473 |
| Cost of services | 31,080 | 25,957 | 5,458 | - | 62,495 | |
| Gross profit | 12,203 | 6,185 | 3,590 | - | 21,978 | |
| Selling, general and administrative | 5,929 | 3,134 | 1,426 | 4,482 | 14,971 | |
| Depreciation and amortization of property and equipment | 100 | 171 | 40 | 113 | 424 | |
| Operating income | $6,174 | $2,880 | $2,124 | $(4,595) | $6,583 | |
| Total assets as of March 29, 2025 | $16,121 | $47,485 | $44,206 | $13,180 | $120,992 | |
| Property and equipment acquired | $35 | $66 | $54 | $272 | $427 | |
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 and Europe. Revenue by geographic area for thethirteen weeks ended* April 4, 2026and March 29, 2025*was as follows:
| Thirteen Weeks Ended | ||
|---|---|---|
| April 4, 2026 | March 29, 2025 | |
| Revenue | ||
| United States | $77,740 | $78,838 |
| Canada | 1,304 | 1,916 |
| Puerto Rico | 1,760 | 1,607 |
| Europe | 2,234 | 2,112 |
| $83,038 | $84,473 | |
Total assets by geographic area as of the reported periods were as follows:
| April 4, 2026 | January 3, 2026 | |
|---|---|---|
| Total assets | ||
| United States | $122,729 | $123,021 |
| Canada | 1,869 | 1,828 |
| Puerto Rico | 2,892 | 2,637 |
| Europe | 7,410 | 6,594 |
| Philippines | 427 | 317 |
| $135,327 | $134,397 | |
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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)
| 14. | Income Taxes |
The Company recognized $1.5 million of income tax expense for thethirteen weeks ended* April 4, 2026as compared to $1.7 million for the comparable prior-year period. The consolidated effective income tax rate for the current period was 28.5% as compared to 28.9% for the comparable prior-year period. The effective income tax rates for thethirteen* weeks ended* April 4, 2026,*were approximately 29.0%,23.4%,28.0%, and 24.9% in the United States/Puerto Rico, 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 29.3%,26.7%, and 55.7% in the United States, Canada, and Europe, respectively.
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 actual2026* 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.
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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 mayalso be subject to indemnification obligations under its contracts with such clients relating to these matters. Any pending legal proceedings and claims that arise from time to time in the ordinary course of its business may**not* be covered by insurance.
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* January 3, 2026,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* April 4, 2026,*the Company has accrued $0.3 million for asserted claims.
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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 lease 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 includes 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 | ||
|---|---|---|
| April 4, 2026 | March 29, 2025 | |
| Operating lease cost | $362 | $346 |
| Finance lease cost | ||
| Amortization of right-of-use assets | $237 | $181 |
| Interest on lease liabilities | 12 | 20 |
| Total finance lease cost | $249 | $201 |
Supplemental Cash Flow information related to leases was as follows:
| Thirteen Weeks Ended | |||
|---|---|---|---|
| April 4, 2026 · March 29, 2025 | |||
| Cash paid for amounts included in the measurement of lease liabilities | |||
| Operating cash flows from operating leases | $334 | $313 | |
| Operating cash flows from finance leases | $15 | $22 | |
| Financing cash flows from finance leases | $235 | $171 | |
| Right-of-use assets obtained in exchange for lease obligations | |||
| Operating leases | $ | - | $233 |
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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* April 4, 2026and January 3, 2026*related to leases was as follows:
| April 4, 2026 | January 3, 2026 | |
|---|---|---|
| Operating leases | ||
| Operating lease right-of-use assets | $4,531 | $4,832 |
| Operating lease liabilities - current | $(1,207) | $(1,209) |
| Operating lease liabilities - non-current | (3,542) | (3,813) |
| Total operating lease liabilities | $(4,749) | $(5,022) |
| Finance leases | ||
| Property and equipment - (right-of-use assets) | $2,395 | $2,394 |
| Accumulated depreciation | (1,434) | (1,197) |
| Property and equipment, net | $961 | $1,197 |
| Finance lease liability - current | $(797) | $(843) |
| Finance lease liability - non-current | (191) | (380) |
| Total finance lease liabilities | $(988) | $(1,223) |
| Weighted average remaining lease term in years | ||
| Operating leases | 3.25 | 3.48 |
| Finance leases | 1.19 | 1.41 |
| Weighted average discount rate | ||
| Operating leases | 6.36% | 6.36% |
| Finance leases | 4.84% | 4.82% |
Maturities of lease liabilities are as follows:
| Fiscal Year | Operating Leases | Finance Leases |
|---|---|---|
| 2026 (After April 4, 2026) | $1,110 | $636 |
| 2027 | 1,252 | 387 |
| 2028 | 1,123 | - |
| 2029 | 726 | - |
| 2030 | 182 | - |
| Thereafter | 1,022 | - |
| Total lease payments | 5,415 | 1,023 |
| Less: imputed interest | (666) | (35) |
| Total | $4,749 | $988 |
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