8-K - RCMT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 7, 2025

RCM Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada<br><br> <br>(State or Other<br><br> <br>Jurisdiction of<br><br> <br>Incorporation)	1-10245<br><br> <br>(Commission File<br><br> <br>Number)	95-1480559<br><br> <br>(I.R.S. Employer<br><br> <br>Identification No.)
2500 McClellan Avenue, Suite 350
---	---
Pennsauken, NJ	08109-4613
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (856) 356-4500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.05 per share	RCMT	The NASDAQ Stock Market LLC

Item 2.02. Results of Operations and Financial Condition.

On May 7, 2025, the Registrant issued a press release regarding its financial results for the thirteen weeks ended March 29, 2025. A copy of the press release is furnished as Exhibit 99 to this report.

The information set forth under this “Item 2.02. Results of Operations and Financial Condition” (including the exhibit) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Registrant pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(d) Exhibits.

Exhibit Number
99	Press Release by the Registrant, dated May 7, 2025, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RCM TECHNOLOGIES, INC.

By:	/s/ Kevin D. Miller
	Kevin D. Miller
	Chief Financial Officer, Treasurer and<br><br> <br>Secretary

Dated: May 7, 2025

ex_810282.htm

Exhibit 99

RCM Technologies, Inc.	Tel: 856.356.4500	Corporate Contacts:
2500 McClellan Avenue	info@rcmt.com	Bradley S. Vizi
Pennsauken, NJ 08109	www.rcmt.com	Executive Chairman
		Kevin D. Miller
		Chief Financial Officer

P R E S S R E L E A S E

RCM TECHNOLOGIES, INC. ANNOUNCES

FIRST QUARTER RESULTS

Pennsauken, NJ – May 7, 2025 -- RCM Technologies, Inc. (NasdaqGM: RCMT), a premier provider of solutions designed to enhance the operational performance of its customers through the deployment of advanced engineering, specialty health care, and information technology services, today announced financial results for the thirteen weeks ended March 29, 2025.

RCM Technologies reported revenue of $84.5 million for the thirteen weeks ended March 29, 2025 (the current quarter), an increase of 17.4% compared to $71.9 million for the thirteen weeks ended March 30, 2024 (the comparable prior quarter). Gross profit was $22.0 million for the current quarter, a 7.9% increase compared to $20.4 million for the comparable prior quarter. The Company experienced GAAP net income of $4.2 million, or $0.54 per diluted share, for the current quarter compared to $4.0 million, or $0.48 per diluted share, for the comparable prior quarter. The Company experienced adjusted EBITDA (non-GAAP) of $7.8 million for the current quarter, as compared to $6.8 million for the comparable prior quarter. The Company experienced $0.63 of adjusted net income per diluted share (non-GAAP) for the current quarter as compared to $0.53 for the comparable prior quarter.

Bradley Vizi, Executive Chairman of RCM Technologies, commented, “The internals of our business continue to strengthen at an increasing rate. We believe the company is well positioned based on the thoughtful investment strategy we have deployed, and significant reductions in our share count should enhance the compounding of returns to the benefit of shareholders.”

Kevin Miller, Chief Financial Officer of RCM Technologies, commented, “We are very pleased with our cash flow this quarter, as we generated $16.7 million in cash flow from operations and reduced our net debt by $12.0 million while retiring shares and growing earnings at a healthy clip.”

Conference Call

On Thursday, May 8, 2025, RCM Technologies will host a conference call to discuss these results. The call will begin at 10:30 a.m. Eastern Time. The dial-in number is (888) 272-8703.

About RCM

RCM Technologies (NasdaqGM: RCMT) is a business and technology solutions provider with world-class talent in key market segments. We help design, build, and enable the Industries of Tomorrow, Today. Operating at the intersection of resources, critical infrastructure and modernization of industries, RCM is a provider of services in Health Care, Engineering, Aerospace & Defense, Process & Industrial, Life Sciences and Data & Solutions. www.rcmt.com.

The statements contained in this release that are not purely historical are forward-looking statements within the Private Securities Litigation Reform Act of 1995. They are subject to various risks, uncertainties, and other factors that could cause the Company’s actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. These statements often include words such as “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “believe,” “plan,” “seek,” “could,” “can,” “should,” “are confident” or similar expressions. In addition, statements that are not historical should also be considered forward-looking statements. These statements are based on assumptions that we have made in light of our experience in the industry, and our perceptions of historical trends, current conditions, expected future developments, and other factors we believe are appropriate in these circumstances. Forward-looking statements include, but are not limited to, those relating to demand for the Company’s services, expectations regarding our future revenues and other financial results, such as cash flows, our pipeline, and potential project wins, and our expectations for investment and growth in our business. Such statements are based on current expectations that involve several known and unknown risks, uncertainties, and other factors, which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. Risk, uncertainties, and other factors may emerge from time to time that could cause the Company’s actual results to differ from those indicated by the forward-looking statements. Investors are directed to consider such risks, uncertainties, and other factors described in documents filed by the Company with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company assumes no obligation (and expressly disclaims any such obligation) to update any forward-looking statements contained in this release as a result of new information or future events or developments, except as may be required by law.

Tables to Follow

RCM Technologies, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In Thousands, Except Share and Per Share Amounts)

	Thirteen Weeks Ended
	March 29,<br><br> <br>2025	March 30,<br><br> <br>2024
Revenue	$84,473	$71,939
Cost of services	62,495	51,572
Gross profit	21,978	20,367
Selling, general and administrative	14,971	14,199
Depreciation and amortization of property and equipment	424	287
Amortization of acquired intangible assets	-	45
Operating income	6,583	5,836
Other expense, net	698	426
Income before income taxes	5,885	5,410
Income tax expense	1,699	1,458
Net income	$4,186	$3,952
Diluted net earnings per share data	$0.54	$0.48
Diluted weighted average shares outstanding	7,741,481	8,170,839

RCM Technologies, Inc.

Supplemental Operating Results on a Non-GAAP Basis

(Unaudited)

(In Thousands, Except Per Share Amounts)

The following non-GAAP measures, which adjust for the categories of expenses described below, are non-GAAP financial measures. Our management believes that these non-GAAP financial measures (“Adjusted operating income,” “EBITDA,” “Adjusted EBITDA,” “Adjusted net income” and “Adjusted diluted net earnings per share”) are useful information for investors, shareholders, and other stakeholders of our Company in gauging our results of operations on an ongoing basis and to enhance investors’ overall understanding of our current financial performance and period-to-period comparisons. Adjusted operating income, EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted diluted net earnings per share should not be considered alternatives to operating income or net income, as the case may be, as an indicator of performance. In addition, Adjusted operating income, EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted diluted net earnings per share do not take into account changes in certain assets and liabilities and interest and income taxes that can affect cash flows. We do not intend the presentation of these non-GAAP measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP. These non-GAAP measures should be read-only in conjunction with our consolidated financial statements prepared in accordance with GAAP.

The following unaudited table presents the Company’s GAAP operating income and GAAP net income and the corresponding adjustments used to calculate Adjusted operating income, EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted diluted net earnings per share for the thirteen weeks ended March 29, 2025 and March 30, 2024.

	Thirteen Weeks Ended
	March 29,<br><br> <br>2025	March 30,<br> 2024
	(Unaudited)
GAAP operating income	$6,583	5,836
Adjustments
Equity compensation	773	635
Adjusted operating income (non-GAAP)	$7,356	6,471
GAAP net income	$4,186	3,952
Income tax expense	1,699	1,458
Interest expense, net	651	478
Depreciation of property and equipment	424	287
Amortization of acquired intangible assets	-	45
EBITDA (non-GAAP)	$6,960	6,220
Adjustments
Loss (gain) on foreign currency transactions	47	(52
Equity compensation	773	635
Adjusted EBITDA (non-GAAP)	$7,780	6,803

All values are in US Dollars.

RCM Technologies, Inc.

Supplemental Operating Results on a Non-GAAP Basis (Continued)

(Unaudited)

(In Thousands)

	Thirteen Weeks Ended
	March 29,<br> 2025	March 30,<br> 2024
	(Unaudited)
GAAP net income	4,186	3,952
Adjustments
Loss (gain) on foreign currency transactions	47	(52
Equity compensation	773	635
Tax impact from normalized rate	(111	(160
Adjusted net income (non-GAAP)	4,895	4,375
GAAP diluted net earnings per share	0.54	0.48
Adjustments
Loss (gain) on foreign currency transactions	0.01	(0.01
Equity compensation	0.10	0.08
Tax impact from normalized rate	(0.02	(0.02
Adjusted diluted net earnings per share (non-GAAP)	0.63	0.53

All values are in US Dollars.

RCM Technologies, Inc.

Summary of Selected Income Statement Data

(Unaudited)

(In Thousands)

	Thirteen Weeks Ended March 29, 2025
	Specialty<br> Health Care	Engineering	Life Sciences,<br> Data and<br> Solutions	Consolidated
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
Gross profit margin	28.2	19.2	39.7	26.0

All values are in US Dollars.

	Thirteen Weeks Ended March 30, 2024
	Specialty<br> Health Care	Engineering	Life Sciences,<br> Data and<br> Solutions	Consolidated
Revenue	38,182	23,505	10,252	71,939
Cost of services	27,108	18,003	6,461	51,572
Gross profit	11,074	5,502	3,791	20,367
Gross profit margin	29.0	23.4	37.0	28.3

All values are in US Dollars.

RCM Technologies, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In Thousands, Except Share Amounts)

		March 29,	December 28,
		2025	2024
		(Unaudited)
Current assets:
	Cash and cash equivalents	$5,181	$4,729
	Accounts receivable, net of provision for credit losses of 1,570<br> at March 29, 2025 and December 28, 2024	68,390	77,960
	Transit accounts receivable	7,165	7,315
	Prepaid expenses and other current assets	5,240	7,034
		85,976	97,038
Property and equipment, net		7,371	7,368
Other assets:
	Deposits	233	230
	Deferred tax assets, foreign	125	120
	Goodwill	22,147	22,147
	Operating right of use asset	5,140	5,174
		27,645	27,671
		$120,992	$132,077

All values are in US Dollars.

Current liabilities:
	Accounts payable and accrued expenses	14,509	13,369
	Transit accounts payable	19,327	23,870
	Accrued payroll and related costs	12,581	9,929
	Finance lease payable	706	698
	Income taxes payable	273	346
	Operating right of use liability	1,107	1,046
	Contingent consideration from acquisitions	212	212
	Deferred revenue	4,519	4,163
		53,234	53,633
Deferred income taxes, net, domestic		4,526	4,526
Finance lease payable, net of current position		932	1,112
Operating right of use liability, net of current position		4,286	4,355
Borrowings under line of credit		23,414	34,967
		86,392	98,593
Contingencies (note 15)
Stockholders’ equity:
	Preferred stock, 1.00 par value; 5,000,000 shares authorized;
		-	-
	Common stock, 0.05 par value; 40,000,000 shares authorized;
		895	890
	Additional paid-in capital	118,956	118,845
	Accumulated other comprehensive loss	(2,918	(2,920
	Accumulated deficit	(1,752	(5,938
	Treasury stock, 10,419,691 shares at March 29, 2025 and
		(80,581	(77,393
		34,600	33,484
		120,992	132,077

All values are in US Dollars.

RCM Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In Thousands)

		Thirteen Weeks Ended
		March 29,<br> 2025	March 30,<br> 2024
Net income		4,186	3,952
Adjustments to reconcile net income to cash<br><br> <br>used in operating activities		1,459	1,250
Changes in operating assets and liabilities:
	Accounts receivable	9,558	(2,802
	Prepaid expenses and other current assets	1,787	120
	Net of transit accounts receivable and payable	(4,393	(219
	Accounts payable and accrued expenses	1,358	1,345
	Accrued payroll and related costs	2,665	976
	Right of use liabilities	(241	(304
	Income taxes payable	(71	451
	Deferred revenue	356	1,633
	Deposits	(4	24
Total adjustments		12,474	2,474
Net cash provided by operating activities		16,660	6,426
Net cash used in investing activities		(427)	(669
Net cash used in financing activities		(15,583	(9,714
Effect of exchange rate changes on cash and cash equivalents		(198	(228
Increase (decrease) in cash and cash equivalents		452	(4,185
Common stock repurchase		(3,188	-
Retirement of common shares		(939)	(1,317

All values are in US Dollars.