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<SEC-DOCUMENT>0000700841-03-000017.txt : 20030430
<SEC-HEADER>0000700841-03-000017.hdr.sgml : 20030430
<ACCEPTANCE-DATETIME>20030430165202
ACCESSION NUMBER:		0000700841-03-000017
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030331
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20030430

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RCM TECHNOLOGIES INC
		CENTRAL INDEX KEY:			0000700841
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-HELP SUPPLY SERVICES [7363]
		IRS NUMBER:				951480559
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-10245
		FILM NUMBER:		03673624

	BUSINESS ADDRESS:	
		STREET 1:		2500 MCCLELLAN AVE STE 350
		CITY:			PENNSAUKEN
		STATE:			NJ
		ZIP:			08109
		BUSINESS PHONE:		6094861777

	MAIL ADDRESS:	
		STREET 1:		2500 MCCLELLAN AVENUE
		STREET 2:		STE 350
		CITY:			PENNSAUKEN
		STATE:			NJ
		ZIP:			08109-4613
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k43003.txt
<DESCRIPTION>FORM 8-K CUR. REPORT PURSUANT TO SEC. 13 OR 15)D)
<TEXT>



                       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): April 30, 2003
                                                          ---------------

                             RCM Technologies, Inc.
                 (Exact Name of Registrant Specified in Charter)

- ------------------------ -------------------------- --------------------------

   Nevada                        1-10245                  95-1480559
 --------------              -------------------          ----------
 State or Other              (Commission File             (I.R.S. Employer
 Jurisdiction of                   Number)                 Identification No.)
 Incorporation)
- ------------------------ -------------------------- --------------------------




           2500 McClellan Avenue, Suite 350

           Pennsauken, NJ                                08109-4613


           (Address of Principal Executive Offices)      (Zip Code)





       Registrant's telephone number, including area code: (856) 486-1777
                                                           ---------------




<PAGE>


2

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c) Exhibits.

Exhibit Number                                              Exhibit Title

99     Press release dated April 30, 2003, furnished in accordance with Item 12
       of this Current Report on Form 8-K.

Item 9.           Regulation FD Disclosure.

         On April 30, 2003, the Registrant issued a press release regarding its
financial results for the quarter ended March 31, 2003. A copy of the press
release is furnished as Exhibit 99 to this report.

Use of Non-GAAP Financial Information

         To supplement its consolidated financial statements presented in
accordance with GAAP, the Registrant uses certain non-GAAP financial measures,
including EBITDA and EBITDA per share, which are derived from results based on
GAAP. Non-GAAP adjustments are provided to enhance the user's overall
understanding of the Registrant's current financial performance and its
prospects for the future, including its results of operations, cash generated
and resources available for strategic opportunities including reinvestment in
the business and acquisitions. In addition, the Registrant has historically
reported similar non-GAAP results to the investment community, and, as a result,
believes the inclusion of non-GAAP presentations provides consistency in its
financial reporting. Further, the non-GAAP results are one of the primary
indicators management uses for planning and forecasting in future periods. The
presentation of this additional information is not meant to be considered in
isolation or as a substitute for results prepared in accordance with accounting
principles generally accepted in the United States.

         The information set forth under this "Item 9. Regulation FD Disclosure"
is furnished under "Item 12. Results of Operations and Financial Condition" in
accordance with SEC Release No. 33-8216. Such information (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.


<PAGE>


                                   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/Stanton Remer
                                      Stanton Remer
                                      Chief Financial Officer, Treasurer and
                                       Secretary


Dated:  April 30, 2003



<PAGE>


3


                                  EXHIBIT INDEX


    Exhibit Number          Exhibit Title

99  Press release dated April 30, 2003, furnished in accordance with Item 12 of
 this CurrentReport on Form 8-K.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>pressrel043003.txt
<DESCRIPTION>PRESS RELEASE DATED APRIL30, 2003
<TEXT>
RCM Technologies, Inc.                            Tel:   856.486.1777
2500 McClellan Avenue                             Fax:  856.488.8833
Pennsauken, NJ 08109-4613                               info@rcmt.com
                                                        www.rcmt.com

 Corporate Contacts:
 Leon Kopyt
    Chairman, President & CEO
 Brian Delle Donne
    Chief Operating Officer
 Stanton Remer, CPA
   Chief Financial Officer
Kevin D. Miller
  Senior Vice  President

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


           RCM TECHNOLOGIES, INC. ANNOUNCES FIRST QUARTER 2003 RESULTS


April 30, 2003 -- RCM Technologies, Inc. (NNM: RCMT) today announced financial
                  results for the first quarter ended March 31, 2003.


The Company announced revenues of $50.7 million for the three months ended March
31, 2003,  up from $47.8  million for the same period a year ago. Net income for
the three months ended March 31, 2003 was $1.4  million,  or $.13 per share,  as
compared to income of $2.1  million,  or $0.20 per share,  for the same period a
year ago. For the three months ended March 31, 2003,  earnings before  interest,
taxes,  depreciation  and  amortization  was $2.6  million,  or $.24 per diluted
share,  as compared to $4.0  million,  or $.37 per diluted  share,  for the same
period a year ago.

Leon Kopyt, Chairman and CEO of RCM, commented: "Given the current indication of
business trends in the markets we serve and the apparent sentiment of optimism
among our customers, we believe that we have reached the line of equilibrium
between supply and demand in our markets. As economic uncertainties diminish
over the near term, we expect to see corresponding acceleration in demand and
improvement in our business environment."

About RCM
RCM Technologies,  Inc.,  established in 1971, is a premier provider of business
and technology solutions designed to enhance and maximize the performance of its
customers  through  the  adaptation  and  deployment  of  advanced   information
technology and engineering services.  RCM is an innovative leader in the design,
development and delivery of these services to various industries.  RCM's offices
are located in major metropolitan  centers throughout North America.  Additional
information can be found at 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 and 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.
Forward looking  statements  include,  but are not limited to, those relating to
demand  for  the  Company's  services,  expected  demand  for our  services  and
expectations  regarding  our  revenues,  the  Company's  ability to  continue to
utilize goodwill,  to continue to increase gross margins,  to achieve and manage
growth,  to develop and market new applications and services,  risks relating to
the acquisition and integration of acquired businesses,  demand for new services
and  applications,   timing  of  demand  for  services,  industry  strength  and
competition  and general  economic  factors.  Investors are directed to consider
such risks,  uncertainties and other factors described in documents filed by the
Company with the Securities and Exchange Commission.

                                Tables to Follow


<PAGE>


                             RCM Technologies, Inc.
                        Consolidated Statements of Income
                                   (Unaudited)
                   Three Months Ended March 31, 2003 and 2002
                    (In Thousands, Except Per Share Amounts)

<TABLE>
<CAPTION>
                                                              2003                    2002
                                                        ------------------       ---------------

<S>                                                               <C>                   <C>
Revenues                                                          $50,650               $47,774
Gross profit                                                       10,805                12,461
Selling, general and administrative                                 8,200                 8,432
Depreciation and amortization                                         296                   307
Other expense                                                          19                   265
Income from continuing operations
  before income taxes                                               2,290                 3,457
Income taxes                                                          936                 1,303
Income from continuing operations                                   1,354                 2,154
Loss from discontinued operations,
  net of taxes                                                                                9
Net earnings                                                       $1,354                $2,145

Earnings per share (diluted)
  Income from continuing operations                                  $.13                  $.20
  Loss from discontinued operations
  Net income                                                         $.13                  $.20
</TABLE>



                             RCM Technologies, Inc.
                     Summary Consolidated Balance Sheet Data
                                   (Unaudited)
                                 (In Thousands)
<TABLE>
<CAPTION>


                                                             March 31,          December 31,
                                                               2003                 2002
                                                          ----------------    -----------------

<S>                                                                <C>                  <C>
Cash and equivalents                                               $3,126               $2,845
Accounts receivable                                                38,413               31,754
Working capital                                                    15,727               16,516
Intangible assets                                                  38,102               36,753
Total assets                                                       94,261               89,977
Senior debt                                                         4,300                7,420
Total liabilities                                                  33,314               30,731
Stockholders' equity                                              $60,947              $59,246

</TABLE>


<PAGE>




                             RCM Technologies, Inc.
Reconciliation of EBITDA to Net Income and Cash Provided by Operating Activities
                                   (Unaudited)

As used in this report,  EBITDA means earnings  before  interest,  income taxes,
depreciation,  amortization,  extraordinary  charges,  non-recurring charges and
other non-cash items. We believe that EBITDA, as presented,  represents a useful
measure of assessing the performance of our operating activities, as it reflects
our earnings  trends without the impact of certain  non-cash and unusual charges
or income.  EBITDA is also used by our  creditors  in  assessing  debt  covenant
compliance. We understand that, although security analysts frequently use EBITDA
in the  evaluation  of  companies,  it is not  necessarily  comparable  to other
similarly titled captions of other companies due to potential inconsistencies in
the method of calculation. EBITDA is not intended as an alternative to cash flow
provided by operating activities as a measure of liquidity, as an alternative to
net income as an indicator of our operating  performance,  nor as an alternative
to any other  measure of  performance  in  conformity  with  generally  accepted
accounting  principles.  The following is a reconciliation of EBITDA to both net
income and cash flow provided by operating activities.
<TABLE>

                                                                Three Months Ended March 31,
                                                                      (In Thousands)
                                                              2003                        2002
                                                          ----------------          ---------------
<CAPTION>
<S>                                                        <C>                      <C>

EBITDA                                                             $2,605                   $4,029
Depreciation and amortization                            (            296)         (           307)
Interest expense, net of interest income                 (             19)         (           265)
Income taxes                                             (            936)         (         1,303)
Loss from discontinued operations                                                  (             9)
                                                          ----------------          ---------------

Net income                                                         $1,354                   $2,145
                                                          ================          ===============


Net income                                                         $1,354                   $2,145
Adjustments to reconcile net income to cash
  provided by operating activities:
    Depreciation and amortization                                     296                      307
    Provision for losses on accounts
      receivable                                                       16          (           117)
Changes in operating assets and liabilities
    Receivables                                          (          4,418)                   7,858
    Deferred tax asset                                                480                    1,116
    Prepaid expenses and other current assets                       1,043                      848
    Accounts payable and accrued expenses                           3,725          (         2,367)
    Accrued payroll                                                 2,023                    1,334
    Payroll and withheld taxes                                        205          (            43)
    Income taxes payable                                 (            250)         (         2,199)
                                                          ----------------          ---------------


Cash provided by operating activities                              $4,474                   $8,882
                                                          ================          ===============
</TABLE>


                                                                 ####


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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