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<SEC-DOCUMENT>0000700841-06-000007.txt : 20060503
<SEC-HEADER>0000700841-06-000007.hdr.sgml : 20060503
<ACCEPTANCE-DATETIME>20060503162538
ACCESSION NUMBER:		0000700841-06-000007
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060401
ITEM INFORMATION:		Results of Operations and Financial Condition
FILED AS OF DATE:		20060503
DATE AS OF CHANGE:		20060503

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:		06804228

	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>form8k050306.txt
<DESCRIPTION>FORM 8K CURRENT REPORT 050306
<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): May 3, 2006

                             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>


3



Item 2.02.        Results of Operations and Financial Condition.

On May 3, 2006, the Registrant issued a press release regarding its financial
results for the thirteen weeks ended April 1, 2006. 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
                              May 3, 2006, furnished in accordance with Item
                              2.02 of this Current Report on Form 8-K.


<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 and
                             Secretary


Dated: May 3, 2006


<PAGE>


                                  Exhibit Index


       Exhibit Number         Exhibit Title
             99               Press Release by the Registrant, dated
                              May 3, 2006, furnished in accordance with
                              Item 2.02 of this Current Report on Form 8-K.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>presrel050306.txt
<DESCRIPTION>PRESS RELEASE DATED MAY 3, 2006
<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        Stanton Remer, CPA
                                              EVP & 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 THE THIRTEEN WEEKS
                               ENDED APRIL 1, 2006

May 3, 2006 -- RCM Technologies, Inc. (NNM: RCMT) today announced financial
               results for the thirteen weeks ended April 1, 2006.

The Company  announced  revenues of $47.1  million for the thirteen  weeks ended
April 1, 2006, up from $44.1 million for the thirteen  weeks ended April 2, 2005
(same period a year ago).  Net income for the thirteen weeks ended April 1, 2006
was $811,000, or $0.07 per diluted share, as compared to net income of $833,000,
or $0.07 per diluted  share,  for the same period a year ago.  For the  thirteen
weeks ended April 1, 2006, earnings before interest,  income taxes, depreciation
and  amortization  ("EBITDA") was $1.9 million,  or $0.16 per diluted share,  as
compared to $1.7 million, or $0.15 per diluted share, for the same period a year
ago.  Included  in the EBITDA for the  thirteen  weeks ended April 1, 2006 was a
$305,000 charge, or $.03 per diluted share for stock based compensation expense,
which  resulted  from the  implementation  of Statement of Financial  Accounting
Standard No.123R, "Share-Based Payment" on January 1, 2006.



Leon  Kopyt,  Chairman  and CEO of RCM,  commented:  "We are pleased to report a
moderate  increase in revenues of approximately  7%, a rise in EBITDA of 14% and
an  improvement in gross profit of 19% for the first quarter of 2006 as compared
to the first quarter of 2005.  We expect the ramping up of existing  projects to
gradually  contribute to our  operational  performance  in subsequent  quarters.
Additionally,  we believe the current volume of proposal  activity  continues to
reflect an  environment  of  business  growth and  further  expansion  of market
share."


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)
              Thirteen Weeks Ended April 1, 2006 and April 2, 2005
                    (In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>


                                                              2006                    2005
                                                        ------------------       ---------------
<S>                                                               <C>                   <C>
Revenues                                                          $47,054               $44,082
Gross profit (1)                                                   12,031                10,108
Selling, general and administrative (2)                            10,086                 8,406
Depreciation and amortization                                         353                   260
Interest expense, net                                                  65                   124
Loss on foreign currency transactions                                  13                     4
Income before income taxes                                          1,514                 1,315
Income taxes                                                          703                   482
Net income                                                           $811                  $833

Earnings per share (basic and diluted)
 Net income                                                          $.07                  $.07
<FN>

 (1) Reflects stock based compensation expense of $12,000 included in cost of
     services for the thirteen weeks ended April 1, 2006.

 (2) Includes stock based compensation expense of $293,000 for the thirteen
     weeks ended April 1, 2006.


</FN>
</TABLE>

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

                                                              April 1,          December 31,
                                                               2006                 2005
                                                          ----------------    -----------------
<S>                                                                <C>                  <C>
Cash and equivalents                                               $4,457               $3,761
Accounts receivable                                                49,278               44,930
Working capital                                                    33,806               33,032
Goodwill and Intangible assets                                     38,397               38,469
Total assets                                                      111,715              106,773
Senior debt                                                         7,100                3,900
Total liabilities                                                  34,827               31,084
Stockholders' equity                                              $76,887              $75,689

</TABLE>


<PAGE>




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

EBITDA means earnings before interest, 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 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 provided by operating activities.
<TABLE>
<CAPTION>

                                                                      Thirteen Weeks Ended
                                                                         (In Thousands)
                                                                Apri1 1,                 April 2,
                                                            ----------------          ---------------
                                                                 2006                      2005
                                                            ----------------          ---------------
<S>                                                                  <C>                      <C>
EBITDA (1)                                                           $1,932                   $1,699
Depreciation and amortization                                           353                     (260)
Interest expense, net of interest income                                 65                     (124)
Income taxes                                                            703                     (482)
                                                            ----------------          ---------------
Net income                                                             $811                     $833
                                                            ================          ===============

Net income                                                             $811                     $833
Adjustments to reconcile net income to cash
  provided by operating activities:
    Depreciation and amortization                                       353                      260
    Stock based compensation expense                                    305
    Provision for losses on accounts
      Receivable                                                         (6)                      (9)
Changes in operating assets and liabilities
    Accounts receivable                                              (4,342)                  (1,230)
    Restricted cash                                                     (86)
    Prepaid expenses and other current assets                           613                      536
    Accounts payable and accrued expenses                             2,125                     (339)
    Accrued compensation                                               (467)                  (1,405)
    Payroll and withheld taxes                                           27                     (687)
    Income taxes payable                                             (1,142)                     168
                                                            ----------------          ---------------

Cash used in operating activities                                   ($1,809)                 ($1,873)
                                                            ================          ===============
<FN>

    (1) Includes stock based compensation expense of $305,000 for the thirteen
        weeks ended April 1, 2006.
</FN>
</TABLE>

                                                                 ####

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