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<SEC-DOCUMENT>0000700841-04-000017.txt : 20040804
<SEC-HEADER>0000700841-04-000017.hdr.sgml : 20040804
<ACCEPTANCE-DATETIME>20040804161115
ACCESSION NUMBER:		0000700841-04-000017
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040703
ITEM INFORMATION:		
FILED AS OF DATE:		20040804

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:		04951893

	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>form8k80404.txt
<DESCRIPTION>FORM 8-K CURRENT REPORT PRESS REL 8-04-04
<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): August 4, 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>



Item 12. Results of Operations and Financial Condition

         On August 4, 2004, the Registrant issued a press release regarding its
financial results for the twenty-seven weeks and fourteen weeks ended July 3,
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 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 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:  August 4, 2004



<PAGE>


3


                                  EXHIBIT INDEX


Exhibit Number                                              Exhibit Title

99     Press release dated August 4, 2004, furnished in accordance with Item 12
       of this Current Report on Form 8-K.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>pressrel80404.txt
<DESCRIPTION>PRESS RELEASE AUGUST 4, 2004
<TEXT>
RCM Technologies, Inc.     Tel:   856.486.1777
                                                  Corporate Contacts:
2500 McClellan Avenue      Fax:  856.488.8833     Leon Kopyt
Pennsauken, NJ 08109-4613   info@rcmt.com         Chairman,President & CEO
                            www.rcmt.com          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 RESULTS FOR TWENTY-SEVEN WEEKS
                      AND FOURTEEN WEEKS ENDED JULY 3, 2004


August 4, 2004 -- RCM Technologies,  Inc. (NNM: RCMT) today announced  financial
 results for the twenty-seven weeks and fourteen weeks ended July 3, 2004.

The Company announced revenues of $86.6 million for the twenty-seven weeks ended
July 3, 2004,  down from $105.9 million for the twenty-six  weeks ended June 28,
2003 (same period a year ago). Net income for the twenty-seven  weeks ended July
3, 2004 was $1.7 million,  or $.14 per diluted share,  as compared to net income
of $3.3 million,  or $.31 per diluted share, for the twenty-six weeks ended June
28,  2003.  For the  twenty-seven  weeks  ended  July 3, 2004,  earnings  before
interest,  income taxes,  depreciation  and  amortization,  or EBITDA,  was $3.4
million,  or $.29 per diluted  share,  as compared to $5.9 million,  or $.55 per
diluted share, for the twenty-six weeks ended June 28, 2003.

Revenues were $45.3 million for the fourteen weeks ended July 3, 2004, down from
$55.2  million for the  thirteen  weeks ended June 28, 2003 (same  period a year
ago). Net income for the fourteen weeks ended July 3, 2004 was $869,000, or $.07
per  diluted  share,  as  compared  to net income of $1.9  million,  or $.18 per
diluted  share,  for the thirteen  weeks ended June 28,  2003.  For the fourteen
weeks ended July 3, 2004, EBITDA was $1.8 million, or $.15 per diluted share, as
compared to $3.2  million,  or $.30 per diluted  share,  for the thirteen  weeks
ended June 28, 2003.

Leon Kopyt,  Chairman and CEO of RCM,  commented:  "Our near term growth outlook
remains  unchanged as we operate in a  challenging  transitional  period for our
industry.  Consequently,  we are  continuing to assess our business  strategy so
that we may effectively respond to a constantly changing market environment.  We
remain focused on internal growth by exploring new  opportunities  and strategic
partnerships  that  supplement  and complement  our service  offerings,  thereby
increasing  business value to our clients.  Our sector's prospects for next year
appear to be more favorable."


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)
                    (In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>

                                                              Twenty-Seven           Twenty-Six
                                                               Weeks Ended          Weeks Ended
                                                              July 3, 2004         June 28, 2003
                                                            ------------------    -----------------
<S>                                                                   <C>                 <C>
Revenues                                                              $86,622             $105,869
Gross profit                                                           20,727               22,199
Selling, general and administrative                                    17,327               16,474
Depreciation and amortization                                             600                  604
Other (expense) income                                                   (240)                  58
Income before income taxes                                              2,560                5,179
Income taxes                                                              894                1,890
Net earnings                                                           $1,665               $3,289

Earnings per share (diluted)
  Net income                                                             $.14                 $.31

</TABLE>
<TABLE>
<CAPTION>

                                                             Fourteen Weeks        Thirteen Weeks
                                                                  Ended                Ended
                                                              July 3, 2004         June 28, 2003
                                                            ------------------    -----------------
<S>                                                                   <C>                  <C>
Revenues                                                              $45,349              $55,219
Gross profit                                                           10,699               11,394
Selling, general and administrative                                     8,891                8,274
Depreciation and amortization                                             300                  308
Other (expense) income                                                   (125)                  77
Income before income taxes                                              1,383                2,889
Income taxes                                                              514                  954
Net earnings                                                             $869               $1,935

Earnings per share (diluted)
  Net income                                                             $.07                 $.18
</TABLE>

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

                                                              July 3,          December 27,
                                                               2004                2003
                                                          ----------------    ---------------
<S>                                                                <C>                <C>
Cash and equivalents                                               $2,436             $5,152
Accounts receivable                                                37,879             36,269
Working capital                                                    25,894             23,882
Intangible assets                                                  38,042             38,076
Total assets                                                       98,393            100,385
Senior debt                                                         6,000              7,300
Total liabilities                                                  29,623             33,215
Stockholders' equity                                              $68,771            $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 and amortization. We believe that EBITDA, as presented, represents
a useful measure of assessing the performance of our operating activities.
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>
<CAPTION>

                                                            Twenty-Seven           Twenty-Six
                                                             Weeks Ended          Weeks Ended
                                                            July 3, 2004         June 28, 2003
                                                          ------------------    -----------------
                                                                      (In Thousands)
                                                          ---------------------------------------
<S>                                                                  <C>                  <C>
EBITDA                                                               $3,392               $5,860
Depreciation and amortization                                          (600)                (604)
Interest expense, net of interest income                               (233)                 (77)
Income taxes                                                           (894)              (1,890)
                                                          ------------------    -----------------
Net income                                                           $1,665               $3,289
                                                          ==================    =================

Net income                                                           $1,665               $3,289
Adjustments to reconcile net income to cash
  provided by operating activities:
    Depreciation and amortization                                       600                  604
    Provision for losses on accounts receivable                         (30)                 221
Changes in operating assets and liabilities
    Receivables                                                      (1,580)              (9,693)
    Deferred tax asset                                                                     2,460
    Prepaid expenses and other current assets                          (208)                 639
    Accounts payable and accrued expenses                            (3,054)               3,521
    Accrued compensation                                                912                1,216
    Payroll and withheld taxes                                          667                  306
    Income taxes payable                                               (136)                (289)
                                                          ------------------    -----------------
Cash (used in) provided by operating activities                     ($1,164)              $2,274
                                                          ==================    =================
</TABLE>



<PAGE>

<TABLE>
<CAPTION>


                                                          Fourteen Weeks      Thirteen Weeks
                                                               Ended               Ended
                                                           July 3, 2004        June 28, 2003
                                                          ----------------   ------------------
                                                                     (In Thousands)
                                                          -------------------------------------
                                                          ----------------   ------------------
<S>                                                                <C>                  <C>
EBITDA                                                             $1,802               $3,222
Depreciation and amortization                                        (300)  (              308)
Interest expense, net of interest income                             (118)  (               26)
Income taxes                                                         (515)  (              953)
                                                          ----------------   ------------------
Net income                                                           $869               $1,935
                                                          ================   ==================

Net income                                                           $869               $1,935
Adjustments to reconcile net income to cash
  provided by operating activities:
    Depreciation and amortization                                     300                  308
    Provision for losses on accounts receivable                       (61)                 205
Changes in operating assets and liabilities
    Receivables                                                      (546)  (            5,275)
    Deferred tax asset                                                                   1,980
    Prepaid expenses and other current assets                        (315)  (              404)
    Accounts payable and accrued expenses                            (879)  (              204)
    Accrued compensation                                             (457)  (              807)
    Payroll and withheld taxes                                        614                  101
    Income taxes payable                                               52   (               39)
                                                          ----------------   ------------------
Cash used in operating activities                                   ($423)  (           $2,200)
                                                          ================   ==================
</TABLE>


                                                       ####


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