Filing Analysis
RCM Technologies dismissed EisnerAmper LLP and re-engaged its former auditor, WithumSmith+Brown, PC, effective April 29, 2026. The transition occurs alongside the disclosure of four significant material weaknesses in the company's internal controls over financial reporting for the fiscal year ended January 3, 2026.
🚩 Red Flags
- Disclosure of four distinct material weaknesses in internal control over financial reporting.
- Auditor change occurring shortly after the identification of significant control deficiencies.
- Material weaknesses involve fundamental areas such as risk assessment and entity-level controls.
📋 Key Facts
- Dismissed EisnerAmper LLP as the independent registered public accounting firm on April 29, 2026.
- Engaged WithumSmith+Brown, PC as the new auditor, who previously served the company for fiscal years 2022, 2023, and 2024.
- Reported four material weaknesses including ineffective entity-level controls, insufficient documentation for management reviews, poor risk assessment monitoring, and weak IT controls over timekeeping systems.
- No disagreements were reported with the outgoing auditor regarding accounting principles or practices.
RCM Technologies, Inc. announced its financial results for the fiscal year ended January 3, 2026, via a press release on April 3, 2026. The filing serves as a formal disclosure of these results under Item 2.02.
📋 Key Facts
- Reported financial results for the fiscal year ended January 3, 2026
- Information was furnished under Item 2.02 (Results of Operations and Financial Condition)
- The press release was included as Exhibit 99
- The filing was signed by Kevin Miller, CFO
RCM Technologies entered into an amendment to its existing credit facility with Citizens Bank, providing a temporary $10 million increase in borrowing capacity. The revolving line of credit limit was raised from $65 million to $75 million through August 31, 2026.
📋 Key Facts
- Amendment No. 1 to the Fifth Amended and Restated Loan Agreement was executed on February 20, 2026.
- The total commitment from Citizens Bank, N.A. increased from $65,000,000 to $75,000,000.
- The increased limit is temporary, effective from February 20, 2026, through August 31, 2026.
- On September 1, 2026, the commitment reverts to $65,000,000, and any outstanding balance exceeding that amount becomes immediately due.
- The facility includes the ability to request trade and standby letters of credit.
RCM Technologies, Inc. held its 2025 Annual Meeting of Stockholders on December 18, 2025. The meeting resulted in the election of four directors and the approval of a new Omnibus Equity Compensation Plan authorizing up to 1,000,000 shares.
🚩 Red Flags
- Proposal 2 (Equity Plan) received significant opposition: 1,627,200 votes 'Against' compared to 3,014,494 'For'.
📋 Key Facts
- Annual Meeting held on December 18, 2025.
- Stockholders approved the RCM Technologies, Inc. 2025 Omnibus Equity Compensation Plan (authorizing up to 1,000,000 shares).
- Four directors were elected: Bradley S. Vizi, Chigozie O. Amadi, Swarna Srinivas Kakodkar, and Jayanth S. Komarneni.
- EisnerAmper LLP was ratified as the independent registered public accounting firm for the fiscal year ending January 3, 2026.
- Stockholders approved advisory votes on executive compensation (Say-on-Pay) and the frequency of such votes (1-year cycle preferred).
- The new Equity Plan aims to meet Nasdaq listing requirements and IRC tax compliance.
RCM Technologies, Inc. filed an 8-K to announce the release of its financial results for the thirteen and thirty-nine weeks ended September 27, 2025.
📋 Key Facts
- Report date: November 5, 2025
- Reporting period: Thirteen and thirty-nine weeks ended September 27, 2025
- The filing includes a press release as Exhibit 99 regarding financial results.
RCM Technologies, Inc. filed an 8-K to announce the release of its financial results for the thirteen and twenty-six weeks ended June 28, 2025.
📋 Key Facts
- Report date: August 6, 2025
- Reporting period: Thirteen and twenty-six weeks ended June 28, 2025
- The filing includes a press release (Exhibit 99) regarding financial results.
- No business acquisitions or shell company transactions were reported.
RCM Technologies, Inc. has dismissed its independent auditor, WithumSmith+Brown, PC, and appointed EisnerAmper LLP as its new independent registered public accounting firm effective June 30, 2025.
🚩 Red Flags
- Auditor change (dismissal of previous firm).
- Historical disclosure of material weaknesses in IT general controls (ITGCs) and segregation of duties within the SAP ERP system.
- Potential for increased audit scrutiny/fees due to the transition and recent history of control deficiencies.
📋 Key Facts
- Dismissed WithumSmith+Brown, PC (Withum) on June 30, 2025.
- Engaged EisnerAmper LLP (Eisner) as the new auditor effective June 30, 2025.
- Previous auditor's reports for fiscal years ended Dec 28, 2024, and Dec 30, 2023, were unmodified/unqualified.
- A material weakness regarding SAP ERP separation of duties and user access controls was identified in the FY2023 audit report.
- The company claims the material weakness was fully remediated by December 28, 2024.
RCM Technologies announced the approval of performance stock unit (PSU) grants for Michael Saks, Division President of Health Care Services. The grants are tied to operating income targets for the period ending January 3, 2026.
📋 Key Facts
- Date of event: May 6, 2025
- Recipient: Michael Saks, Division President of Health Care Services
- Grant Type: Performance Stock Units (PSUs) under the 2014 Omnibus Equity Compensation Plan
- Maximum Grant Amount: 2,904 PSUs
- Performance Metric: Achievement of established levels of operating income
- Performance Period: December 29, 2024, to January 3, 2026
- Vesting Provision: Includes accelerated vesting in the event of a Change in Control
RCM Technologies, Inc. filed an 8-K to announce its quarterly financial results for the thirteen weeks ended March 29, 2025.
📋 Key Facts
- The filing pertains to the thirteen weeks ended March 29, 2025.
- Results were released via press release on May 7, 2025.
- No business acquisitions or shell company transactions were reported in this filing.
RCM Technologies, Inc. announced the approval of performance stock unit (PSU) grants for its Executive Chairman/President and CFO on April 1, 2025.
📋 Key Facts
- The Compensation Committee approved maximum grants of 62,500 PSUs to Bradley S. Vizi (Executive Chairman and President).
- The Compensation Committee approved maximum grants of 18,703 PSUs to Kevin D. Miller (CFO).
- Vesting is tied to EBITDA achievement levels for the performance period Dec 29, 2024, to Jan 3, 2026.
- Grants include accelerated vesting provisions in the event of a Change in Control or termination due to death/disability.
RCM Technologies, Inc. filed an 8-K to announce its financial results for the fiscal year ended December 28, 2024. The filing serves as a formal announcement of the earnings release issued on March 12, 2025.
📋 Key Facts
- Report date: March 12, 2025
- Fiscal year ended: December 28, 2024
- The filing includes a press release regarding financial results as Exhibit 99.
RCM Technologies, Inc. held its 2024 annual meeting of stockholders on December 12, 2024. The company reported results for the election of four directors, ratification of their independent auditor, and an advisory vote on executive compensation.
📋 Key Facts
- Annual Meeting held on December 12, 2024.
- Four directors elected: Bradley S. Vizi, Chigozie O. Amadi, Swarna Srinivas Kakodkar, and Jayanth S. Komarneni.
- WithumSmith+Brown, PC was ratified as the independent registered public accounting firm for the fiscal year ending December 28, 2024.
- Stockholders voted on an advisory basis to approve 2023 executive compensation.
RCM Technologies, Inc. entered into a Fifth Amended and Restated Loan Agreement with Citizens Bank, N.A. on December 3, 2024. The agreement increases the total commitment to $65.0 million and extends the maturity date to December 3, 2029.
🚩 Red Flags
- Borrowings are collateralized by substantially all of the Company's assets, increasing the secured claim of the lender.
📋 Key Facts
- Total commitment increased to $65.0 million (with an accordion feature for an additional $20.0 million).
- Maturity date set for December 3, 2029.
- Interest rates are based on SOFR plus margin or an Alternate Base Rate (the greater of Prime, Fed Funds + 0.50%, or Daily SOFR + 1.00%).
- Borrowings are collateralized by substantially all of the Company's assets and subsidiary capital stock.
- Includes a monthly unused facility fee ranging from 20 to 30 basis points based on the debt-to-EBITDA ratio.
RCM Technologies, Inc. issued an 8-K to announce the release of its financial results for the thirteen and thirty-nine weeks ended September 28, 2024.
📋 Key Facts
- Report date: November 7, 2024
- Reporting period: Thirteen and thirty-nine weeks ended September 28, 2024
- The filing is primarily a placeholder to furnish the earnings press release via Exhibit 99.
RCM Technologies, Inc. filed an 8-K to announce the release of its quarterly financial results for the periods ended June 29, 2024.
📋 Key Facts
- The filing pertains to the thirteen and twenty-six weeks ended June 29, 2024.
- The company issued a press release (Exhibit 99) detailing its results of operations and financial condition.
- No business acquisitions or shell company transactions were reported in this filing.
The Company filed this 8-K to include a legal opinion letter regarding an existing At-Market Issuance Sales Agreement with B. Riley Securities, Inc.
🚩 Red Flags
- The existence of a $50M At-Market Issuance Sales Agreement indicates potential future dilution for existing shareholders.
📋 Key Facts
- Company entered into an At Market Issuance Sales Agreement on March 29, 2024.
- The agreement allows the Company to sell up to $50,000,000 of common stock through B. Riley Securities, Inc.
- This filing is specifically for the purpose of attaching Exhibit 5.1 (Opinion Letter from Brownstein Hyatt Farber Schreck, LLP) as required by Regulation S-K.
RCM Technologies, Inc. filed an 8-K to announce the release of its financial results for the thirteen weeks ended March 30, 2024.
📋 Key Facts
- The filing pertains to the quarterly earnings period ending March 30, 2024.
- A press release containing the financial results was furnished as Exhibit 99.
- No business acquisitions or shell company transactions were reported in this filing.
RCM Technologies entered into a $50 million At-Market Issuance Sales Agreement with B. Riley Securities and simultaneously approved a new share repurchase program of up to $50 million. The company also filed an S-3 registration statement for up to $100 million in various securities.
🚩 Red Flags
- Potential dilution: The $50M ATM agreement and the $100M S-3 registration indicate significant potential for equity dilution.
📋 Key Facts
- Entered into an 'At Market' (ATM) Sales Agreement with B. Riley Securities, Inc. on March 29, 2024.
- The ATM agreement allows for the sale of up to $50,000,000 in aggregate principal amount of common stock.
- Filed a Form S-3 registration statement on March 29, 2024, for an offering of up to $100,000,000 in various securities (common stock, preferred stock, warrants, etc.).
- Board approved a new share repurchase program of up to $50.0 million, which includes amounts remaining under existing authorizations.
- Repurchases will be funded via available working capital and revolving line of credit.
- Filed Certificate of Amendment to correct the company name from 'R C M Technologies, Inc.' to 'RCM Technologies, Inc.'
RCM Technologies, Inc. issued a press release on March 13, 2024, announcing its financial results for the fiscal year ended December 30, 2023.
📋 Key Facts
- Report date: March 13, 2024
- Fiscal year end reported: December 30, 2023
- The filing is a standard announcement of annual financial results via press release (Exhibit 99).
RCM Technologies, Inc. announced a performance-based equity grant for its Executive Chairman and President, Bradley S. Vizi.
🚩 Red Flags
- None identified; this is a standard performance-based compensation arrangement.
📋 Key Facts
- The Compensation Committee approved a grant of up to 50,000 Performance Stock Units (PSUs) to Bradley S. Vizi on March 8, 2024.
- Vesting is tied to EBITDA achievement levels for the performance period starting December 31, 2023, and ending December 28, 2024.
- The grant includes accelerated vesting provisions in the event of a Change in Control or termination due to death or disability.
RCM Technologies, Inc. announced a performance-based equity grant for its Executive Chairman and President, Bradley S. Vizi.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Grant of 250,000 Performance Stock Units (PSUs) approved by the Compensation Committee on February 16, 2024.
- The PSUs are allocated into four equal tranches over a four-year period (2024-2027).
- Vesting is contingent upon achieving specific individual performance goals set by the Compensation Committee.
- Annual vesting targets: Threshold = 25,000 units; Target = 50,000 units; Maximum = 62,500 units.
RCM Technologies, Inc. announced a compensatory arrangement involving the grant of restricted stock units (RSUs) to Michael Saks, Division President of Health Care Services.
📋 Key Facts
- Grant date: January 23, 2024
- Recipient: Michael Saks, Division President, Health Care Services
- Instrument: 2,668 restricted stock units (RSUs)
- Total value of grant: $80,000
- Vesting date: January 23, 2029 (5-year vesting period)