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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000700841-04-000011.txt : 20040505
<SEC-HEADER>0000700841-04-000011.hdr.sgml : 20040505
<ACCEPTANCE-DATETIME>20040505160859
ACCESSION NUMBER:		0000700841-04-000011
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040327
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040505

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:		04781736

	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>form8k050504.txt
<DESCRIPTION>PRESS RELEASE EARNINGS RELEASE DATED MAY 5, 2004
<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): May 5, 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 Identification No.)
    Jurisdiction of    Number)
    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 May 5, 2004,  the Registrant  issued a press release  regarding its financial
results for the three months  ended March 27, 2004. 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.


<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:  May 5, 2004



<PAGE>


3


                                  EXHIBIT INDEX


    Exhibit Number                               Exhibit Title

    99                            Press release dated May 5, 2004, furnished in
                                  accordance with Item 12 of this Current
                                  Report on Form 8-K.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>pressrelease050504.txt
<DESCRIPTION>PRESS RELEASE, EARNINGS RELEASE MARCH 5, 2004
<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



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

           RCM TECHNOLOGIES, INC. ANNOUNCES FIRST QUARTER 2004 RESULTS

May 5, 2004 -- RCM Technologies, Inc. (NNM: RCMT) today announced financial
               results for the first quarter ended March 27, 2004.

The Company announced revenues of $41.3 million for the three months ended March
27,  2004,  down from $50.7  million for the three  months  ended March 29, 2003
(same  period a year ago).  Net income for the three months ended March 27, 2004
was  $796,000,  or $0.07 per  diluted  share,  as compared to net income of $1.4
million,  or $0.13 per diluted  share,  for the same period a year ago.  For the
three months ended March 27,  2004,  earnings  before  interest,  income  taxes,
depreciation and  amortization was $1.6 million,  or $0.13 per diluted share, as
compared to $2.6 million, or $0.24 per diluted share, for the same period a year
ago.

Leon Kopyt,  Chairman and CEO of RCM,  commented:  "The recent completion of two
major contracts continues to have impact on our financial performance.  While we
are confident in our long term growth  strategy,  we view the current  period as
transitional, and hope to see improved results over the next few quarters as the
strength  of our  pipeline  contributes  to  the  realization  of  new  business
opportunities."


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
                                   (Unaudited)
<TABLE>
<CAPTION>

              Three Months Ended March 27, 2004 and March 29, 2003
                    (In Thousands, Except Per Share Amounts)

                                                              2004                    2003
                                                        ------------------       ---------------
<S>                                                               <C>                   <C>
Revenues                                                          $41,273               $50,650
Gross profit                                                       10,027                10,805
Selling, general and administrative                                 8,436                 8,200
Depreciation and amortization                                         299                   296
Other expense                                                         116                    19
Income before income taxes                                          1,176                 2,290
Income taxes                                                          380                   936
Net income                                                           $796                $1,354

Earnings per share (basic and diluted)
 Net income                                                          $.07                  $.13

</TABLE>


                             RCM Technologies, Inc.
                     Summary Consolidated Balance Sheet Data
                                   (Unaudited)
                                 (In Thousands)

<TABLE>
<CAPTION>

                                                             March 27,          December 27,
                                                               2004                 2003
                                                          ----------------    -----------------
<S>                                                                <C>                  <C>
Cash and equivalents                                               $2,455               $5,152
Accounts receivable                                                37,273               36,269
Working capital                                                    24,819               23,882
Intangible assets                                                  38,059               38,076
Total assets                                                       97,697              100,385
Senior debt                                                         5,500                7,300
Total liabilities                                                  29,794               33,215
Stockholders' equity                                              $67,903              $67,170

</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 (used in) provided by operating activities.
<TABLE>
<CAPTION>

                                                                       Three Months Ended
                                                                         (In Thousands)
                                                               March 27,                March 29,
                                                            ----------------          ---------------
                                                                 2004                      2003
                                                            ----------------          ---------------
<S>                                                                  <C>                      <C>
EBITDA                                                               $1,591                   $2,605
Depreciation and amortization                                          (299)         (           296)
Interest expense, net of interest income                               (116)         (            19)
Income taxes                                                           (380)         (           936)
                                                            ----------------          ---------------
Net income                                                             $796                   $1,354
                                                            ================          ===============

Net income                                                             $796                   $1,354
Adjustments to reconcile net income to cash
  provided by operating activities:
    Depreciation and amortization                                       299                      296
    Provision for losses on accounts
      receivable                                                         31                       16
Changes in operating assets and liabilities
    Accounts receivable                                              (1,034)         (         6,675)
    Income tax refund receivable                                                               2,257
    Deferred tax asset                                                                           480
    Prepaid expenses and other current assets                           789                    1,043
    Accounts payable and accrued expenses                            (2,174)                   3,725
    Accrued payroll                                                     682                    2,023
    Payroll and withheld taxes                                           59                      205
    Income taxes payable                                               (188)         (           250)
                                                            ----------------          ---------------
Cash (used in) provided by operating activities                       ($740)                  $4,474
                                                            ================          ===============
</TABLE>
                                                       ####

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