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<SEC-DOCUMENT>0000700841-04-000006.txt : 20040317
<SEC-HEADER>0000700841-04-000006.hdr.sgml : 20040317
<ACCEPTANCE-DATETIME>20040317161904
ACCESSION NUMBER:		0000700841-04-000006
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20031231
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20040317

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:		04675704

	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>form8kprerel031704.txt
<DESCRIPTION>FORM 8-K PRESS RELEASE EARNINGS REPORT 12-31-03
<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): March 17, 2004
                                                         ---------------

                           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 March 17, 2004, furnished in accordance with
           Item 12 of this Current Report on Form 8-K.

Item 12. Results of Operations and Financial Condition

         On March 17, 2004, the Registrant issued a press release regarding its
financial results for the fourth quarter and year ended December 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
Adjusted  EBITDA and Adjusted  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 12  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.

                                       2
<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, Secretary and Director
                                 (Principal Financial Officer and
                                  Duly Authorized Officer of the Registrant)



Dated:  March 17, 2004

                                        3
<PAGE>


3


                                  EXHIBIT INDEX


    Exhibit Number                                              Exhibit Title

    99  Press release dated March 17, 2004, furnished in accordance with
        Item 12 of this Current Report on Form 8-K.


                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>presrel031704.txt
<DESCRIPTION>PRESS REL. 3/17/04,  RESULTS FYE 12/31/03
<TEXT>
RCM TECHNOLOGOGIES, INC.
2500 McCLELLAN AVE.                  TEL: 856-486-1777
PENNSAUKEN, NJ 08109-4613            FAX: 856-486-8833
                                     info@rcmt.com
                                     www.rcmt.com

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


                    RCM TECHNOLOGIES, INC. ANNOUNCES RESULTS
             FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2003

Pennsauken,  NJ - March 17, 2004 -- RCM  Technologies,  Inc.  (NNM:  RCMT) today
announced   financial   results   for  the   fourth   quarter   and  year  ended
December 31, 2003.

The Company announced revenues of $206.6 million for the year ended December 31,
2003, up from $186.7  million for the prior year.  Net income for the year ended
December 31, 2003 was $2.8 million,  or $.26 per share,  as compared to net loss
of $24.1  million,  or $2.28 per share,  for the prior year.  For the year ended
December  31,  2003,   earnings  before  interest  income,   interest   expense,
depreciation,   amortization,  income  taxes,  other  non-operating  income  and
expense, litigation charge, impairment of goodwill, and compensation expense for
stock tender offer  (Adjusted  EBITDA) was $12.0  million,  or $1.10 per diluted
share, as compared to $13.3 million, or $1.26 per share, for the prior year.

The Company  announced  revenues of $45.5  million  for the three  months  ended
December  31,  2003,  up from $45.3  million for the same period a year ago. Net
loss for the three months ended December 31, 2003 was $2.3 million,  or $.21 per
share,  as compared to net loss of $29.4  million,  or $2.77 per share,  for the
same period a year ago. For the three months ended  December 31, 2003,  earnings
before interest, taxes, depreciation and amortization (Adjusted EBITDA) was $3.1
million,  or $.28 per diluted  share,  as compared to $2.3 million,  or $.19 per
share, for the same period a year ago.

The Company also  announced the previously  anticipated  conclusion of two major
contracts in late 2003 (which  accounted  for $56.1 million of revenue in 2003).
Under  these  contracts,  the  Company  performed  certain of the  services  and
subcontracted  to  third  parties  on a  "pass  through"  basis  other  services
recognizing a 1.2% processing fee for the subcontracted services. The portion of
these services  performed by the Company  represented $32.0 million in revenues,
and "pass through" subcontracted revenue was $24.1 million, in 2003. The Company
has been  working to replace the  non-subcontracted  portion of the lost revenue
and remains  optimistic  about its  prospects  for 2004 and beyond  based on the
current level of new projects and proposal activities in the Company's pipeline.


Leon Kopyt,  Chairman and CEO of RCM,  commented:  "Although  the  confluence of
positive  economic  factors  combined with prospects for a rebound in technology
spending have elevated belief,  momentum and expectation towards a recovery,  we
still  have not seen  compelling  and  pervasive  evidence  of  significant  new
spending across a number of relevant sectors.  Nonetheless,  we hope to continue
the  transition  back to internal  growth  from  earlier  priorities  of revenue
stabilization and profit preservation."

About RCM
RCM  Technologies,  Inc.  is a  premier  provider  of  business  and  technology
solutions  designed to enhance and maximize the  operational  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 solutions to commercial and government sectors
for more than 30 years. 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
                    (In Thousands, Except Per Share Amounts)

<TABLE>
<CAPTION>

                                                                       Year Ended                    Three Months Ended
                                                                      December 31,                     December 31,
                                                            ---------------------------------  ----------------------------------
                                                                2003               2002            2003                2002
                                                            -------------      --------------  --------------      --------------
<S>                                                             <C>                 <C>              <C>                 <C>

Revenues                                                        $206,605            $186,651         $45,511             $45,343
Gross profit                                                      44,595              46,665          10,851              10,599
Selling, general and administrative                               32,558              33,320           7,748               8,256
Depreciation and amortization                                      1,223               1,279             309                 335
Compensation expense for stock tender offer                        6,692                               6,692
Litigation charge                                                                      9,718                               9,718
Impairment of goodwill                                                                29,990                              29,990
Other expense                                                        182                 155             118                  52
Income (loss) from continuing operations
  before income taxes                                              3,940             (27,797)         (4,016)            (37,752)
Income taxes (benefit)                                             1,161              (4,628)         (1,689)             (8,395)
Income (loss) from continuing operations                           2,779             (23,169)         (2,327)
Loss from discontinued operations, net of taxes                                         (967)                                 (3)
Net income (loss)                                                 $2,779            ($24,136)        ($2,327)           ($29,360)

Earnings per share (diluted)
  Income from continuing operations                                 $.26              ($2.19)          ($.21)             ($2.77)
  Loss from discontinued operations                                                     (.09)
  Net income (loss)                                                 $.26              ($2.28)          ($.21)             ($2.77)

</TABLE>


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

                                                           December 31,        December 31,
                                                               2003                2002
                                                          ----------------    ---------------
<S>                                                                <C>                <C>
Cash and equivalents                                               $5,152             $2,845
Accounts receivable                                                36,270             31,754
Working capital                                                    23,882             16,516
Intangible assets                                                  38,076             36,753
Total assets                                                       99,704             89,440
Senior debt                                                         7,300              7,400
Total liabilities                                                  32,533             29,194
Stockholders' equity                                              $67,170            $59,246

</TABLE>

<PAGE>


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


As used in this report,  Adjusted EBITDA means earnings before interest  income,
interest expense, depreciation,  amortization, income taxes, other non-operating
income and expense,  litigation charge, impairment of goodwill, and compensation
expense for stock tender offer. We believe that Adjusted  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.  Adjusted  EBITDA is also used by our
creditors in assessing debt covenant  compliance.  We understand that,  although
security analysts frequently use Adjusted 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.
Adjusted  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
(loss) 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 Adjusted EBITDA to
both net income (loss) and cash flow provided by operating activities.

<TABLE>
<CAPTION>

                                                                  Year Ended                   Three Months Ended
                                                                 December 31,                     December 31,
                                                                 (In Thousands)                   (In Thousands)
                                                          ----------------------------    ------------------------------
                                                            2003             2002              2003            2002
                                                          ----------      ------------    ---------------  -------------
<S>                                                         <C>               <C>                 <C>            <C>
EBITDA                                                      $12,037           $13,345             $3,103         $2,343
Depreciation and amortization                                 1,223             1,279                309            335
Compensation expense for stock tender offer                   6,692                                6,692
Litigation charge                                                               9,718                             9,718
Impairment of goodwill                                                         29,990                            29,990
Interest expense, net of interest income                        314               172                134            104
(Gain) loss on foreign currency transactions                   (132)              (17)               (16)           (52)
Income taxes (benefit)                                        1,161            (4,628)            (1,689)        (8,395)
Loss from discontinued operations                                                 967                                 3
                                                          ----------      ------------    ---------------  -------------
Net income (loss)                                            $2,779          ($24,136)           ($2,327)      ($29,360)
                                                          ==========      ============    ===============  =============
</TABLE>

<TABLE>
<CAPTION>

Earning per share (diluted)
<S>                                                           <C>               <C>                 <C>            <C>
    EBITDA                                                    $1.10             $1.26               $.28           $.19
                                                      ==============   ===============    ===============  =============
    Net income (loss)                                          $.26            ($2.28)             ($.21)        ($2.77)
                                                      ==============   ===============    ===============  =============

    Weighted average shares outstanding                      10,896            10,586             11,164         10,602
                                                      ==============   ===============    ===============  =============
</TABLE>


<PAGE>



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

<TABLE>
<CAPTION>
                                                                 Year Ended                    Three Months Ended
                                                                December 31,                      December 31,

                                                           2003              2002              2003            2002
                                                       -------------      ------------    ---------------  -------------
<S>                                                          <C>             <C>                 <C>           <C>
Net income (loss)                                            $2,779          ($24,136)           ($2,327)      ($29,360)
Adjustments to reconcile net income (loss) to
cash provided by operating activities:
    Loss from discontinued operations                                             967                                 3
    Depreciation and amortization                             1,223             1,279                309            337
    Provision for losses on accounts receivable                 305              (246)                (6)           (52)
    Recognition of noncash portion of
     compensation expense for stock tender offer              3,829                                3,829
    Goodwill impairment                                                        29,990                            29,990
Changes in operating assets and liabilities
    Accounts receivable                                      (4,820)            9,667              5,925          4,041
    Income tax refund receivable                              3,767             3,044                332         (3,766)
    Restricted cash                                          (8,296)
    Deferred tax asset                                          110             2,023               (182)        (2,638)
    Prepaid expenses and other current assets                   536              (775)              (732)           442
    Accounts payable and accrued expenses                       845             6,075             (3,040)         7,278
    Accrued payroll                                           1,093              (774)            (2,112)        (2,141)
    Payroll and withheld taxes                                  (16)             (182)              (413)          (206)
    Income taxes payable                                      1,538             3,578             (1,474)        (2,589)
                                                       -------------      ------------    ---------------  -------------

Cash provided by operating activities                        $2,893           $30,510               $109         $1,339
                                                       =============      ============    ===============  =============
</TABLE>


                                                       ####


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