-----BEGIN PRIVACY-ENHANCED MESSAGE-----
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<SEC-DOCUMENT>0000700841-05-000005.txt : 20050316
<SEC-HEADER>0000700841-05-000005.hdr.sgml : 20050316
<ACCEPTANCE-DATETIME>20050316161335
ACCESSION NUMBER:		0000700841-05-000005
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050101
ITEM INFORMATION:		Results of Operations and Financial Condition
FILED AS OF DATE:		20050316
DATE AS OF CHANGE:		20050316

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:		05685650

	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>form8k031605.txt
<DESCRIPTION>FORM 8K CURRENT REPORT
<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 16, 2005

                          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 12. Results of Operations and Financial Condition

         On March 16, 2005, the Registrant issued a press release regarding its
financial results for the fifty-three weeks and thirteen weeks ended January 1,
2005. 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
                             Executive Vice President,
                             Chief Financial Officer,
                             Treasurer, Secretary and Director
                             (Principal Financial Officer and
                             Duly Authorized Officer of the Registrant)



Dated:  March 16, 2005



<PAGE>


3


                                  EXHIBIT INDEX


    Exhibit Number                    Exhibit Title

     99                  Press release dated March 16, 2005, furnished
                         in accordance with Item 12 of this Current
                         Report on Form 8-K.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>pressrel031605.txt
<DESCRIPTION>PRESS RELEASE YEAR ENDED JANUARY 1, 2005
<TEXT>


                               PRESS R E L E A S E


       RCM TECHNOLOGIES, INC. ANNOUNCES RESULTS FOR THE FIFTY-THREE WEEKS
                    AND THIRTEEN WEEKS ENDED JANUARY 1, 2005

Pennsauken, NJ - March 16, 2005 -- RCM Technologies, Inc. (NNM: RCMT) today
announced financial results for the fifty-three weeks and thirteen weeks ended
January 1, 2005.

The Company announced revenues of $169.3 million for the fifty-three weeks ended
January 1, 2005, down from $206.6 million for the fifty-two weeks ended December
27, 2003 (same period a year ago). Net income for the fifty-three weeks ended
January 1, 2005 was $2.2 million, or $.19 per diluted share, as compared to net
income of $2.8 million, or $.26 per diluted share, for the same period a year
ago. For the fifty-three weeks ended January 1, 2005, earnings before interest
income, interest expense, depreciation, amortization and income taxes (EBITDA)
was $4.5 million, or $.38 per diluted share, as compared to $5.3 million, or
$.49 per diluted share, for the same period a year ago. Included in EBITDA for
the fifty-three weeks ended January 1, 2005 was a charge for impairment of
goodwill of $2.2 million, or $.19 per diluted share. Included in EBITDA for the
fifty-two weeks ended December 27, 2003 was a charge for compensation expense
relating to a stock tender offer of $6.7 million, or $.61 per diluted share.

The Company announced revenues of $41.7 million for the thirteen weeks ended
January 1, 2005, down from $45.5 million for the thirteen weeks ended December
27, 2003 (same period a year ago). Net loss for the thirteen weeks ended January
1, 2005 was $223,900, or $.02 per diluted share, as compared to a net loss of
$2.3 million, or $.21 per diluted share, for the same period a year ago. For the
thirteen weeks ended January 1, 2005, EBITDA was a loss of $562,200, or $.05 per
diluted share, as compared to a loss of $3.6 million, or $.33 per diluted share,
for the same period a year ago. Included in EBITDA for the thirteen weeks ended
January 1, 2005 was a charge for impairment of goodwill of $2.2 million, or $.19
per diluted share. Included in EBITDA for the thirteen weeks ended December 27,
2003 was a charge for compensation expense relating to a stock tender offer of
$6.7 million, or $.61 per diluted share.

Leon Kopyt, Chairman and CEO of RCM, commented: "Last year's results were
largely impacted by the earlier completion of two major contracts in IT and
engineering and unexpected delays in the awarding of other significant
contracts. Despite revenue weakness in these business groups, we managed to
maintain a moderate level of profitability, stabilize gross margins and increase
working capital and stockholders' equity. We anticipate improvement across
selective sectors in 2005 and maintain a forward focus on results."



<PAGE>


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 Operations
                    (In Thousands, Except Per Share Amounts)

<TABLE>
<CAPTION>

                                                              Fifty-Three            Fifty-Two
                                                              Weeks Ended           Weeks Ended
                                                              January 1,           December 27,
                                                                 2005                  2003
                                                            ----------------      ----------------
<S>                                                                <C>                   <C>
Revenues                                                           $169,277              $206,605
Gross profit                                                         40,974                44,595
Selling, general and administrative                                  34,331                32,558
Depreciation and amortization                                         1,219                 1,223
Impairment of goodwill                                                2,164
Compensation expense for stock tender offer                                                 6,692
Other expense                                                           474                   314
Gain on foreign currency transactions                                   (25)                 (132)
Income  before income taxes                                           2,811                 3,940
Income taxes                                                            604                 1,161
Net income                                                           $2,207                $2,779

Earnings per share (diluted)
  Net income                                                           $.19                  $.26

</TABLE>
<TABLE>
<CAPTION>


                                                               Thirteen            Thirteen Weeks
                                                              Weeks Ended              Ended
                                                              January 1,           December 27,
                                                                 2005                  2003
                                                            ----------------      ----------------
<S>                                                                 <C>                   <C>
Revenues                                                            $41,723               $45,511
Gross profit                                                         10,283                10,851
Selling, general and administrative                                   8,681                 7,748
Depreciation and amortization                                           313                   309
Impairment of goodwill                                                2,164
Compensation expense for stock tender offer                                                 6,692
Other expense                                                           123                   134
Gain on foreign currency transactions                                   (29)                  (16)
Loss  before income taxes                                              (969)               (4,016)
Income tax benefit                                                     (745)               (1,689)
Net loss                                                              ($224)              ($2,327)

Earnings per share (diluted)
  Net loss                                                            ($.02)                ($.21)
</TABLE>

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

                                                            January 1,         December 27,
                                                               2005                2003
                                                          ----------------    ---------------
<S>                                                                <C>                <C>
Cash and equivalents                                               $2,402             $5,152
Accounts receivable                                                40,536             36,269
Working capital                                                    29,545             23,882
Intangible assets                                                  35,843             38,076
Total assets                                                       98,101             99,704
Senior debt                                                         4,900              7,300
Total liabilities                                                  28,156             32,533
Stockholders' equity                                              $69,945            $67,170

</TABLE>

<PAGE>


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

As used in this report, EBITDA means earnings before interest income, interest
expense, depreciation, amortization, and income taxes. 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 charges or income. Our creditors in assessing debt covenant
compliance also use EBITDA. 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 (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 EBITDA to both net income (loss) and cash flow provided by
operating activities.

<TABLE>
<CAPTION>
                                                        Fifty-Three             Fifty-Two
                                                        Weeks Ended            Weeks Ended
                                                        January 1,            December 27,
                                                           2005                   2003
                                                     ------------------     ------------------
                                                                   (In Thousands)
<S>                                                             <C>                    <C>
EBITDA                                                          $4,479                 $5,345
Depreciation and amortization                                    1,219                  1,223
Interest expense, net of interest income                           474                    314
Gain on foreign currency transactions                              (25)                  (132)
Income taxes                                                       604                  1,161
                                                     ------------------     ------------------
Net income                                                      $2,207                 $2,779
                                                     ==================     ==================

Earning per share (diluted)
    EBITDA                                                        $.38                   $.49
                                                     ==================     ==================
    Net income                                                    $.19                   $.26
                                                     ==================     ==================

    Weighted average shares outstanding                         11,680                 10,896
                                                     ==================     ==================
</TABLE>
<TABLE>
<CAPTION>

                                                         Thirteen               Thirteen
                                                        Weeks Ended            Weeks Ended
                                                        January 1,            December 27,
                                                           2005                   2003
                                                     ------------------     ------------------
                                                                   (In Thousands)
<S>                                                              <C>                  <C>
EBITDA loss                                                      ($562)               ($3,589)
Depreciation and amortization                                      313                    309
Interest expense, net of interest income                           123                    134
Gain on foreign currency transactions                              (29)                   (16)
Income taxes (benefit)                                            (745)                (1,689)
                                                     ------------------     ------------------
Net loss                                                         ($224)               ($2,327)
                                                     ==================     ==================


Earning per share (diluted)
    EBITDA loss                                                  ($.05)                 ($.33)
                                                     ==================     ==================
    Net loss                                                     ($.02)                 ($.21)
                                                     ==================     ==================

    Weighted average shares outstanding                         11,352                 10,952
                                                     ==================     ==================
</TABLE>


<PAGE>



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

                                                        Fifty-Three             Fifty-Two
                                                        Weeks Ended            Weeks Ended
                                                         January 1,           December 27,
                                                            2005                  2003
                                                      -----------------     ------------------
<S>                                                             <C>                    <C>
Net income                                                      $2,207                 $2,779
Adjustments to reconcile net income to cash
 (used in) provided by operating activities:
    Depreciation and amortization                                1,219                  1,223
    Provision for losses on accounts receivable                      8                    305
    Recognition of noncash portion
    of                   compensation expense for
    stock tender offer                                                                  3,829
    Goodwill impairment                                          2,164
Changes in operating assets and liabilities
    Accounts receivable                                         (4,275)                (4,820)
    Income tax refund receivable                                                        3,767
    Restricted cash                                                                    (8,296)
    Deferred tax asset                                            (365)                  (308)
    Prepaid expenses and other current assets                      595                    536
    Accounts payable and accrued expenses                       (3,330)                   845
    Accrued payroll                                              1,310                  1,093
    Payroll and withheld taxes                                     923                    (16)
    Income taxes payable                                          (880)                 1,956
                                                      -----------------     ------------------

Cash (used in) provided by  operating activities                 ($424)                $2,893
                                                      =================     ==================
</TABLE>
<TABLE>
<CAPTION>

                                                          Thirteen              Thirteen
                                                        Weeks Ended            Weeks Ended
                                                         January 1,           December 27,
                                                            2005                  2003
                                                      -----------------     ------------------
<S>                                                              <C>                  <C>
Net loss                                                         ($224)               ($2,327)
Adjustments to reconcile net loss to cash provided
by operating activities:
    Depreciation and amortization                                  314                    309
    Provision for losses on accounts receivable                    (55)                    (6)
    Recognition of noncash portion
    of compensation expense for   stock  tender offer                                    3,829
    Goodwill impairment                                          2,164
Changes in operating assets and liabilities
    Accounts receivable                                         (2,867)                 5,925
    Income tax refund receivable                                                          332
    Deferred tax asset                                              53                   (600)
    Prepaid expenses and other current assets                     (107)                  (732)
    Accounts payable and accrued expenses                          177                 (3,040)
    Accrued payroll                                              1,200                 (2,112)
    Payroll and withheld taxes                                     197                   (413)
    Income taxes payable                                        (1,361)                (1,056)
                                                      -----------------     ------------------

Cash (used in) provided by operating activities                  ($509)                  $109
                                                      =================     ==================
</TABLE>

                                                       ####

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