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<SEC-DOCUMENT>0000700841-05-000021.txt : 20050810
<SEC-HEADER>0000700841-05-000021.hdr.sgml : 20050810
<ACCEPTANCE-DATETIME>20050810161250
ACCESSION NUMBER:		0000700841-05-000021
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050702
ITEM INFORMATION:		Results of Operations and Financial Condition
FILED AS OF DATE:		20050810
DATE AS OF CHANGE:		20050810

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:		051013695

	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>form8kprerel081005.txt
<DESCRIPTION>FORM 8K CURRENT REPORT PRESS RELEASE081005
<TEXT>

                                  UNITED STATES

                       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 10, 2005
                                 ---------------

                             RCM Technologies, Inc.
               (Exact Name of Registrant as 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
                                                          ---------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

_ Written communications pursuant to Rule 425 under the Section Act
  (17 CFR 230.425).
_ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
  (17 CFR 240.14a-12).
_ Pre-commencement communications pursuant to Rule 14d-2(b) under the
  Exchange Act (17 CFR 240-14d-2(b)).
_ Pre-commencement communications pursuant to Rule 13e-4(c) under the
  Exchange Act (17 CFR 240-13e-4(c)).




<PAGE>





Item 2.02. Results of Operations and Financial Condition.

On August 10, 2005, the Registrant issued a press release regarding its
financial results for the twenty-six weeks and thirteen weeks ended July 2,
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 2.02. 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.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Exhibits.

       Exhibit Number         Exhibit Title
         99                   Press Release by the Registrant, dated
                              August 10, 2005, furnished in accordance with
                              Item 2.02 of this Current Report on Form 8-K.

                                       1
<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:
                              Stanton Remer
                              Chief Financial Officer, Treasurer and
                              Secretary


Dated: August 10, 2005

                                       2
<PAGE>


                                  Exhibit Index


Exhibit Number                Exhibit Title
99                            Press Release by the Registrant, dated
                              August 10, 2005, furnished in accordance with
                              Item 2.02 of this Current Report on Form 8-K.

                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>pressrelease081005.txt
<DESCRIPTION>PRESS RELEASE 08/10/05
<TEXT>

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



          RCM TECHNOLOGIES, INC. ANNOUNCES RESULTS FOR TWENTY-SIX WEEKS
                      AND THIRTEEN WEEKS ENDED JULY 2, 2005


August 10, 2005 -- RCM  Technologies,  Inc. (NNM: RCMT) today announced
 financial results for the twenty-six weeks and thirteen weeks
 ended July 2, 2005.

The Company  announced  revenues of $90.4 million for the twenty-six weeks ended
July 2, 2005,  up from $86.6  million for the  twenty-seven  weeks ended July 3,
2004 (same period a year ago). Net income for the twenty-six weeks ended July 2,
2005 was $2.0 million,  or $.17 per diluted share,  as compared to net income of
$1.7 million,  or $.14 per diluted share, for the twenty-seven  weeks ended July
3, 2004. For the twenty-six weeks ended July 2, 2005,  earnings before interest,
income taxes,  depreciation and amortization,  or EBITDA,  was $3.8 million,  or
$.33 per diluted share, as compared to $3.4 million,  or $.29 per diluted share,
for the same period a year ago.

Revenues were $46.3  million for the thirteen  weeks ended July 2, 2005, up from
$45.3  million for the  fourteen  weeks  ended July 3, 2004 (same  period a year
ago). Net income for the thirteen weeks ended July 2, 2005 was $1.2 million,  or
$.10 per  diluted  share,  as compared  to net income of  $869,000,  or $.07 per
diluted share, for the fourteen weeks ended July 3, 2004. For the thirteen weeks
ended July 2, 2005,  EBITDA was $2.1  million,  or $.18 per  diluted  share,  as
compared to $1.8 million,  or $.15 per diluted share, for the same period a year
ago.

Leon Kopyt,  Chairman and CEO of RCM, commented:  "Revenues and earnings for the
second quarter increased at a moderate pace on a sequential and comparable prior
year basis  signaling an expansion in business  activity.  We are  encouraged by
these results and  anticipate a more  positive  trend as we continue to focus on
our core businesses and potential new growth 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)
                    (In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>

                                                            Twenty-Six Weeks        Twenty-Seven
                                                                  Ended             Weeks Ended
                                                              July 2, 2005          July 3, 2004
                                                            ------------------    -----------------
<S>                                                                   <C>                  <C>
Revenues                                                              $90,406              $86,622
Gross profit                                                           21,165               20,727
Selling, general and administrative                                    17,335               17,327
Depreciation and amortization                                             528                  600
Other expense                                                             112                  240
Income before income taxes                                              3,190                2,560
Income taxes                                                            1,189                  894
Net income                                                             $2,001               $1,665

Earnings per share (diluted)
  Net income                                                             $.17                 $.14
</TABLE>
<TABLE>
<CAPTION>


                                                             Thirteen Weeks        Fourteen Weeks
                                                                  Ended                Ended
                                                              July 2, 2005          July 3, 2004
                                                            ------------------    -----------------
<S>                                                                   <C>                  <C>
Revenues                                                              $46,324              $45,349
Gross profit                                                           11,057               10,699
Selling, general and administrative                                     8,929                8,891
Depreciation and amortization                                             268                  300
Other income (expense)                                                     15                 (125)
Income before income taxes                                              1,875                1,383
Income taxes                                                              707                  514
Net income                                                             $1,168                 $869

Earnings per share (diluted)
  Net income                                                             $.10                 $.07
</TABLE>

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

                                                              July 2,           January 1,
                                                               2005                2005
                                                          ----------------    ---------------
<S>                                                                <C>                <C>
Cash and equivalents                                               $3,327             $2,402
Accounts receivable                                                42,593             40,536
Working capital                                                    31,712             29,545
Goodwill                                                           35,843             35,843
Total assets                                                      100,777             98,101
Senior debt                                                         5,900              4,900
Total liabilities                                                  28,802             28,156
Stockholders' equity                                              $71,975            $69,945

</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,  interest
expense, income taxes, depreciation and amortization. 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.  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  EBITDA  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,  nor 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>


                                                           Twenty-Six Weeks       Twenty-Seven
                                                                Ended             Weeks Ended
                                                            July 2, 2005          July 3, 2004
                                                          ------------------    -----------------
                                                                      (In Thousands)
                                                          ---------------------------------------
<S>                                                                  <C>                  <C>
EBITDA                                                               $3,827               $3,392
Depreciation and amortization                                          (528)                (600)
Interest expense, net of interest income                               (108)                (233)
Income taxes                                                         (1,190)                (894)
                                                          ------------------    -----------------
Net income                                                           $2,001               $1,665
                                                          ==================    =================

Net income                                                           $2,001               $1,665
Adjustments to reconcile net income to cash
  provided by (used in) operating activities:
    Depreciation and amortization                                       528                  600
    Provision for losses on accounts receivable                         (19)                 (30)
Changes in operating assets and liabilities
    Accounts receivable                                              (2,038)              (1,580)
    Restricted cash                                                    (148)
    Prepaid expenses and other current assets                           317                 (208)
    Accounts payable and accrued expenses                              (776)              (3,054)
    Accrued payroll                                                     372                  912
    Payroll and withheld taxes                                         (328)                 667
    Income taxes payable                                                378                 (136)
                                                          ------------------    -----------------

Cash provided by (used in) operating activities                        $287              ($1,164)
                                                          ==================    =================
</TABLE>



<PAGE>

<TABLE>
<CAPTION>


                                                          Thirteen Weeks      Fourteen Weeks
                                                               Ended               Ended
                                                           July 2, 2005        July 3, 2004
                                                          ----------------   ------------------
                                                                     (In Thousands)
                                                          -------------------------------------
<S>                                                                <C>                  <C>
EBITDA                                                             $2,128               $1,802
Depreciation and amortization                                        (268)                (300)
Interest expense, net of interest income                               15                 (118)
Income taxes                                                         (707)                (515)
                                                          ----------------   ------------------
Net income                                                         $1,168                 $869
                                                          ================   ==================

Net income                                                         $1,168                 $869
Adjustments to reconcile net income to cash
  provided by (used in) operating activities:
    Depreciation and amortization                                     268                  300
    Provision for losses on accounts receivable                       (10)                 (61)
Changes in operating assets and liabilities
    Accounts receivable                                              (808)                (546)
    Restricted cash                                                  (148)
    Prepaid expenses and other current assets                        (219)                (315)
    Accounts payable and accrued expenses                            (437)                (879)
    Accrued payroll                                                 1,777                 (457)
    Payroll and withheld taxes                                        359                  614
    Income taxes payable                                              210                   52
                                                          ----------------   ------------------

Cash provided by (used in) operating activities                    $2,160                ($423)
                                                          ================   ==================


                                                       ####
</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
